FRANCHISE DISCLOSURE DOCUMENT

BURGER KING CORPORATION

a Florida corporation
5707 Blue Lagoon Drive
Miami, Florida 33126
(305) 378-7128
www.bk.com

You will operate a quick-service restaurant specializing in the sale of hamburgers under Burger
King Corporation’s distinctive format and operating system, including the BURGER KING marks.

The total investment necessary to begin operation of a BURGER KING® Restaurant

(“Restaurant”) is between $230,000 and $4,194,700, depending upon the type of Restaurant, in all cases
excluding real estate. This includes up to $57,500 that must be paid to the franchisor or its affiliates for
each Restaurant. You may be eligible to sign an Area Development Agreement to develop more than one
Restaurant pursuant to a Development Schedule, in which case you will prepay the franchise fee of $50,000
multiplied by the number of new Restaurants you must develop and have open for business. A portion of
this amount is then credited toward the payment of the franchise fee for each Restaurant to be opened under
the Area Development Agreement.

This disclosure document summarizes certain provisions of your franchise agreement and other
information in plain English. Read this disclosure document and all accompanying agreements carefully.
You must receive this disclosure document at least 14 calendar-days before you sign a binding agreement
with, or make any payment to, the Franchisor or an affiliate in connection with the proposed franchise sale.
Note, however, that no governmental agency has verified the information contained in this document.

You may wish to receive your disclosure document in another form that is more convenient for
you. To discuss the availability of disclosures in different formats, please contact Burger King Corporation
Franchise Contract Management, 5707 Blue Lagoon Drive, Miami, Florida 33126, Telephone: 305-378-
7128, E-mail: [email protected].

The terms of your contract will govern your franchise relationship. Do not rely on the disclosure
document alone to understand your contract. Read all of your contract carefully. Show your contract and
this disclosure document to an advisor, like a lawyer or an accountant.

Buying a franchise is a complex investment. The information in this disclosure document can help
you make up your mind. More information on franchising, such as “A Consumer’s Guide to Buying a
Franchise,” which can help you understand how to use this disclosure document, is available from the
Federal Trade Commission. You can contact the FTC at 1-877-FTC-HELP or by writing to the FTC at
600 Pennsylvania Avenue, NW, Washington, D.C. 20580. You can also visit the FTC’s home page at

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www.ftc.gov for additional information. Call your state agency or visit your public library for other
sources of information on franchising.

There may also be laws on franchising in your state. Ask your state agencies about them.

Issued: March 29, 2022

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 How to Use This Franchise Disclosure Document
Here are some questions you may be asking about buying a franchise and tips on how to
find more information:

QUESTION WHERE TO FIND INFORMATION

How much can I earn? Item 19 may give you information about outlet
sales, costs, profits or losses. You should also try
to obtain this information from others, like current
and former franchisees. You can find their names
and contact information in Item 20 or Exhibit O.

How much will I need to invest? Items 5 and 6 list fees you will be paying to the
franchisor or at the franchisor’s direction. Item
7 lists the initial investment to open. Item 8
describes the suppliers you must use.

Does the franchisor have the Item 21 or Exhibit Q includes financial

financial ability to provide statements. Review these statements carefully.
support to my business?

Is the franchise system stable, Item 20 summarizes the recent history of the
growing, or shrinking? number of company-owned and franchised outlets.

Will my business be the only Item 12 and the “territory” provisions in the
BURGER KING business in my franchise agreement describe whether the
area? franchisor and other franchisees can compete with
you.

Does the franchisor have a Items 3 and 4 tell you whether the franchisor or
troubled legal history? its management have been involved in material
litigation or bankruptcy proceedings.

What’s it like to be a BURGER Item 20 or Exhibit O lists current and former

KING franchisee? franchisees. You can contact them to ask about
their experiences.

What else should I know? These questions are only a few things you should
look for. Review all 23 Items and all Exhibits in
this disclosure document to better understand this
franchise opportunity. See the table of contents.

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 What You Need To Know About Franchising Generally
Continuing responsibility to pay fees. You may have to pay royalties and other fees even
if you are losing money.
Business model can change. The franchise agreement may allow the franchisor to change
its manuals and business model without your consent. These changes may require you to
make additional investments in your franchise business or may harm your franchise
business.
Supplier restrictions. You may have to buy or lease items from the franchisor or a limited
group of suppliers the franchisor designates. These items may be more expensive than
similar items you could buy on your own.
Operating restrictions. The franchise agreement may prohibit you from operating a
similar business during the term of the franchise. There are usually other restrictions. Some
examples may include controlling your location, your access to customers, what you sell,
how you market, and your hours of operation.
Competition from franchisor. Even if the franchise agreement grants you a territory, the
franchisor may have the right to compete with you in your territory.
Renewal. Your franchise agreement may not permit you to renew. Even if it does, you may
have to sign a new agreement with different terms and conditions in order to continue to
operate your franchise business.
When your franchise ends. The franchise agreement may prohibit you from operating a
similar business after your franchise ends even if you still have obligations to your landlord
or other creditors.

Some States Require Registration

Your state may have a franchise law, or other law, that requires franchisors to
register before offering or selling franchises in the state. Registration does not mean that
the state recommends the franchise or has verified the information in this document. To
find out if your state has a registration requirement, or to contact your state, use the agency
information in Exhibit A1.
Your state also may have laws that require special disclosures or amendments be
made to your franchise agreement. If so, you should check the State Specific Addenda. See
the Table of Contents for the location of the State Specific Addenda.

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 Special Risk(s) to Consider About This Franchise
Certain states require that the following risk(s) be highlighted:
1. Out-of-State Dispute Resolution. The Franchise Agreement and Area
Development Agreement require you to resolve disputes with the franchisor by
litigation only in Florida. Out-of-state litigation may force you to accept a less
favorable settlement for disputes. It may also cost more to litigate with the
franchisor in Florida than in your own state.
2. Mediation for Development Disputes. The Franchise Agreement and Area
Development Agreement state that you must submit development disputes to
non-binding mediation before you sue us. This may delay your ability to have
a court decide your case.
Certain states may require other risks to be highlighted. Check the “State Specific
Addenda” (if any) to see whether your state requires other risks to be highlighted.

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 NOTICE MANDATED BY SECTION 8 OF
MICHIGAN’S FRANCHISE INVESTMENT ACT

The following is applicable to you if you are a Michigan resident or your franchise will be located in
Michigan.

The state of Michigan prohibits certain unfair provisions that are sometimes in franchise documents.
If any of the following provisions are in these franchise documents, the provisions are void and cannot
be enforced against you.

(a) A prohibition on the right of a franchisee to join an association of franchisees.

(b) A requirement that a franchisee assent to a release, assignment, novation, waiver, or estoppel which
deprives a franchisee of rights and protections provided in this act. This shall not preclude a
franchisee, after entering into a franchise agreement, from settling any and all claims.

(c) A provision that permits a franchisor to terminate a franchise prior to the expiration of its term
except for good cause. Good cause shall include the failure of the franchisee to comply with any
lawful provision of the franchise agreement and to cure such failure after being given written notice
thereof and a reasonable opportunity, which in no event need be more than 30 days, to cure such
failure.

(d) A provision that permits a franchisor to refuse to renew a franchise without fairly compensating
the franchisee by repurchase or other means for the fair market value at the time of expiration of
the franchisee's inventory, supplies, equipment, fixtures, and furnishings. Personalized materials
which have no value to the franchisor and inventory, supplies, equipment, fixtures, and furnishings
not reasonably required in the conduct of the franchise business are not subject to compensation.
This subsection applies only if: (i) The term of the franchise is less than 5 years and (ii) the
franchisee is prohibited by the franchise or other agreement from continuing to conduct
substantially the same business under another trademark, service mark, trade name, logotype,
advertising, or other commercial symbol in the same area subsequent to the expiration of the
franchise or the franchisee does not receive at least 6 months advance notice of franchisor's intent
not to renew the franchise.

(e) A provision that permits the franchisor to refuse to renew a franchise on terms generally available
to other franchisees of the same class or type under similar circumstances. This section does not
require a renewal provision.

(f) A provision requiring that arbitration or litigation be conducted outside this state. This shall not
preclude the franchisee from entering into an agreement, at the time of arbitration, to conduct
arbitration at a location outside this state.

(g) A provision which permits a franchisor to refuse to permit a transfer of ownership of a franchise,
except for good cause. This subdivision does not prevent a franchisor from exercising a right of
first refusal to purchase the franchise. Good cause shall include, but is not limited to:

(i) The failure of the proposed transferee to meet the franchisor’s then current reasonable
qualifications or standards.

(ii) The fact that the proposed transferee is a competitor of the franchisor or subfranchisor.

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 (iii) The unwillingness of the proposed transferee to agree in writing to comply with all lawful
obligations.

(iv) The failure of the franchisee or proposed transferee to pay any sums owing to the franchisor
or to cure any default in the franchise agreement existing at the time of the proposed
transfer.

(h) A provision that requires the franchisee to resell to the franchisor items that are not uniquely
identified with the franchisor. This subdivision does not prohibit a provision that grants to a
franchisor a right of first refusal to purchase the assets of a franchise on the same terms and
conditions as a bona fide third party willing and able to purchase those assets, nor does this
subdivision prohibit a provision that grants the franchisor the right to acquire the assets of a
franchise for the market or appraised value of such assets if the franchisee has breached the lawful
provisions of the franchise agreement and has failed to cure the breach in the manner provided in
subdivision (c).

(i) A provision which permits the franchisor to directly or indirectly convey, assign, or otherwise
transfer its obligations to fulfill contractual obligations to the franchisee unless provision has been
made for providing the required contractual services.

The fact that there is a notice of this offering on file with the attorney general does not constitute
approval, recommendation, or endorsement by the attorney general.

If the franchisee has any questions regarding this notice, those questions should be directed to the Michigan
Department of Attorney General, Consumer Protection Division, Attn.: Franchise, 525 West Ottawa
Street, Lansing, Michigan 48909, telephone: (517) 373-7117.

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 TABLE OF CONTENTS

ITEM PAGE

ITEM 1 THE FRANCHISOR AND ANY PARENTS, PREDECESSORS, AND AFFILIATES ......... 1
ITEM 2 BUSINESS EXPERIENCE ....................................................................................................... 7
ITEM 3 LITIGATION .......................................................................................................................... 10
ITEM 4 BANKRUPTCY ...................................................................................................................... 19
ITEM 5 INITIAL FEES ........................................................................................................................ 20
ITEM 6 OTHER FEES ......................................................................................................................... 23
ITEM 7 ESTIMATED INITIAL INVESTMENT ................................................................................ 32
ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES .................................. 40
ITEM 9 FRANCHISEE'S OBLIGATIONS.......................................................................................... 43
ITEM 10 FINANCING ........................................................................................................................... 46
ITEM 11 FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND
TRAINING.............................................................................................................................. 47
ITEM 12 TERRITORY........................................................................................................................... 56
ITEM 13 TRADEMARKS ..................................................................................................................... 59
ITEM 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION.................................. 62
ITEM 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE
FRANCHISE BUSINESS ....................................................................................................... 63
ITEM 16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL .......................................... 65
ITEM 17 RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION .................... 66
ITEM 18 PUBLIC FIGURES ................................................................................................................. 77
ITEM 19 FINANCIAL PERFORMANCE REPRESENTATIONS ....................................................... 78
ITEM 20 OUTLETS AND FRANCHISEE INFORMATION ............................................................... 89
ITEM 21 FINANCIAL STATEMENTS .............................................................................................. 102
ITEM 22 CONTRACTS ....................................................................................................................... 103
ITEM 23 RECEIPTS (In Duplicate) Last Pages - After Exhibits

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 EXHIBITS

A. Agents for Service of Process and State Regulatory Authorities

A1 Agents for Service of Process and State Regulatory Authorities

B. Applications
B1 Franchise Application
B2 Entity Franchise Application

C. Target Reservation Agreement & Multiple Target Reservation Agreement

C1 Target Reservation Agreement
C2 Multiple Target Reservation Agreement

D. Franchise Agreements & Guaranty

D1 Franchise Agreement (Individual/Owner-Operator)
D2 Franchise Agreement (Entity)
D3 Owner’s Guaranty

E. Non-Traditional Facility Addenda & Delivery Restaurant Addendum

E1 Non-Traditional Facility Addendum (Individual/Owner-Operator)
E2 Non-Traditional Facility Addendum (Entity)
E3 Delivery Restaurant Addendum (Entity)

F. Replacement Franchise Addenda

F1 Replacement Franchise Addendum

G. Lease/Sublease Agreement and Addenda

G1 Lease/Sublease Agreement
G2 BKG Addendum to BKL Lease/Sublease

H. Successor Addenda to Franchise Agreement

H1 Successor Addendum (Individual/Owner-Operator)
H2 Successor Addendum (Entity)
H3 Successor Deferred Remodel Addendum

I. Investment Spending Agreements

I1 DMA Program Agreements (Investment Spending)

J. Corporate Addendum to Franchise Agreement (Entity)

K. Development Incentive Agreements

K1 Multi-Unit DIP 2021 Addendum to Multiple Target Reservation Agreement
K2 Multi-Unit DIP 2017 – 2022 Addendum to Franchise Agreement
K3 Prior Program – Organic Growth Program Addendum to Target Reservation Agreement
K4 Prior Program – 2021 Organic Developer Incentive Program Addendum to Franchise
Agreement

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L. Prior Programs – Successor Incentive Agreements and Addenda
L1 BKoT Full Remodel Incentive Franchise Agreement Addendum
L2 BKoT Upgrade Incentive Franchise Agreement Addendum
L3 BKoT Double Drive Thru & Digital Enhance Incentive Franchise Agreement Amendment

M. Area Development Agreement

N. [Reserved]

O. Franchised and Company Locations, Franchisees that have Ceased Operations

O1 List of Franchised Locations
O2 List of BKC-owned Locations
O3 List of Franchisees that have Ceased Operations of a Franchised Location

P. Addenda and Amendments Required by Certain States

Q. Guarantees and Financial Statements

R. Potential Franchise Sellers

S. Prior Programs – Development Incentive Addenda

S1 Multi-Unit DIP 2015 Addendum

S2 Franchise Agreement Addendum (DIP)
S3 Multi-Unit DIP 2017 Addendum
S4 Big-Box Non-Traditional Facility Addendum (Individual/Owner-Operator)
S5 Big-Box Non-Traditional Facility Addendum (Entity)
S6 Drive Thru Only Franchise Addendum

T. Prior Programs – Successor Incentive Addenda

T1 Successor Incentive Option 4 Franchise Addendum

T2 Successor Incentive Option 3 Franchise Addendum
T3 Successor Incentive Option 3 Late Entry Franchise Addendum
T4 Successor Incentive Option 5 Franchise Addendum
T5 2018 ISP Franchise Addendum
T6 Offset/Replacement Franchise Addendum
T7 Remodel Franchise Addendum

U. Operations Manual Table of Contents

V. Digital App Services Agreement

[THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]

4885-2220-0068, v. 2

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 ITEM 1
THE FRANCHISOR AND ANY PARENTS, PREDECESSORS, AND AFFILIATES

The Franchisor and its Parents

To simplify the language in this disclosure document, “BKC,” “we,” “our,” or “us,” means Burger
King Corporation, the franchisor of the BURGER KING restaurant system. “You,” “your” or “Franchisee”
means a prospective franchisee, a new franchisee, an existing franchisee, an owner of the franchise, or the
developer under a "Target Reservation Agreement," a "Multiple Target Reservation Agreement," or an
“Area Development Agreement.”

We were founded in 1954 as Burger King of Miami, Inc., incorporated in 1956 as South Florida
Restaurants, Inc., and we adopted our present name in 1963. We are a Florida corporation based in Miami,
Florida with our world headquarters (Restaurant Support Center) at 5707 Blue Lagoon Drive, Miami,
Florida 33126. The first Burger King Restaurant opened in Miami, Florida in 1954.

As of December 31, 2021, there were 19,247 BURGER KING Restaurants worldwide, of which
7,105 were located in the United States. Of the total number of BURGER KING Restaurants in the United
States, 51 were owned by us. There were 12,142 franchised BURGER KING Restaurants operating
outside the United States. We do not offer franchises in any other line of business, although we do grant
master franchises outside of the United States for the BURGER KING brand. We do not do business under
any other name. However, in Australia, all restaurants franchised under a Master Franchise Agreement
operate under the HUNGRY JACK’S brand, a separate trademark owned by us in Australia and New
Zealand. Our agents for service of process are listed in Exhibit A1.

We are a wholly-owned indirect subsidiary of Burger King Worldwide, Inc., a Delaware

corporation (“BKW”), which is an indirect wholly-owned subsidiary of Restaurant Brands International
Limited Partnership, a limited partnership organized under the laws of Ontario (“RBILP”). The general
partner of RBILP is Restaurant Brands International Inc., a Canadian corporation (“RBI”). The principal
place of business of BKW is 5707 Blue Lagoon Drive, Miami, Florida 33126, and the principal place of
business of RBILP and RBI is 130 King Street West, Suite 300, Toronto, Ontario M5X 1K6 Canada.

3G Restaurant Brands Holdings LP, a Cayman Islands limited partnership (“3G Restaurant Brands
Holdings”) owns the largest percentage of the combined voting power of RBI (approximately 29%). 3G
Restaurant Brands Holdings’ general partner is 3G Restaurant Brands Holdings General Partner Ltd., a
Cayman Islands exempted company (“3G Restaurant Brands Holdings GP”). 3G Restaurant Brands
Holdings and 3G Restaurant Brands Holdings GP are each located at c/o 3G Capital, Inc., 600 Third
Avenue, 37th Floor, New York, NY 10016.

The Franchisor’s Affiliates

We have various non-U.S. affiliates which provide field-based operations, franchise sales,
development, marketing and supply chain support services to non-U.S. based BURGER KING franchisees.

Our affiliates, Burger King Europe GmbH (“BK Europe”), BK AsiaPac, Pte. Ltd. (“BK APac”)
and BK Canada Service ULC (“BK Canada”) offer franchises in their respective countries or regions. BK
Europe and BK APac have operated and franchised the operation of BURGER KING restaurants since
April 2006 and BK Canada since April 2016. BK Europe’s principal business address Dammstrasse 23,
6300, Zug, Switzerland, BK APac’s principal business address is 5 Shenton Way, #14-01/03, UIC Building,
Singapore 068808, and BK Canada’s principal business office is 130 King Street West, Suite 300, Toronto,
Ontario M5X 1K6 Canada. As of December 31, 2021, BK Europe had 6,055 franchised BURGER KING
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restaurants, BK APac had 3,574 franchised BURGER KING restaurants and BK Canada had 328 franchised
BURGER KING restaurants. Other than BK Europe, BK APac and BK Canada, none of our affiliates offers
franchises or provides products under the BURGER KING® Marks. In addition, the following BKC
affiliates provide services to non-U.S. BURGER KING franchisees:

 Burger King Europe GmbH, Dammstrasse 23, 6300, Zug, Switzerland

 BK AsiaPac, Pte. Ltd., 5 Shenton Way, UIC Building, #14-01/03, Singapore 068808
 Burger King Nederland Services B.V., Herikerbergweg 238, 1101CM Amsterdam, The
Netherlands

Our affiliate, The TDL Group Corp. (“TDL”) has been selling franchises for Tim Hortons®
restaurants selling coffee and other beverages, baked goods, soups, sandwiches and related products in
Canada since January 1965. Its principal business address is 130 King Street West, Suite 300, Toronto,
Ontario M5X 1K6 Canada. As of December 31, 2021, there were 3,949 Tim Hortons restaurants in
Canada, including both full service and kiosk restaurants. Of the total number of Tim Hortons restaurants
in Canada, 4 were owned by TDL or an affiliate of TDL. Since July 1984, predecessors of Tim Hortons
USA Inc. (“THUSA”) and currently THUSA, have been selling Tim Hortons unit franchises in the United
States. As of December 31, 2021, there were 622 franchised Tim Hortons restaurants, excluding self-serve
location in the United States. Since July 2020, THUSA has also been selling Tim Hortons unit franchises
in Latin America. As of December 31, 2021, there were 42 franchised Tim Hortons restaurants in Latin
America. THUSA’s principal business address is the same as ours. Since 2016, our affiliates, Tim Hortons
Restaurants International GmbH and its predecessor, Tim Hortons International S.à.r.l. (“TH International”)
have been the franchisor for the Tim Hortons brand outside of the United States and Canada, and in July
2020 began focusing on the regions of Europe, the Middle East and Africa. As of December 31, 2021, TH
International had 236 franchised Tim Hortons restaurants. TH International’s principal business address is
Dammstrasse 23, 6300, Zug, Switzerland. Since July 2020, Tim Hortons Asia Pacific Pte. Ltd. (“TH
APAC”) has been the franchisor for the Tim Hortons brand in the Asia Pacific region. TH APAC’s principal
business address is 5 Shenton Way, #14-01/03 UIC Building, Singapore 068808. As of December 31, 2021,
TH APAC had 442 franchised Tim Hortons restaurants.

Our affilitate, Popeyes Louisiana Kitchen, Inc. (formerly Popeyes Chicken and Biscuits) (“PLK”
or “PLKI”) has owned, operated and franchised Popeyes® quick-service chicken restaurants since 1992.
PLK’s principal business address is the same as ours. As of December 31, 2021, there were 3,705 Popeyes
restaurants worldwide, of which 2,777 were located in the United States including the U.S. Territories of
Guam and Puerto Rico. Of the total number of Popeyes restaurants in the U.S., 41 were owned by PLK.
PLK’s affiliate, PLK APAC Pte, Ltd. (“PLK APAC”) has been operating and franchising the operation of
Popeyes restaurants in Asia since January 2018 and in Europe from January 2018 through July 2019. PLK
APAC’s principal business address is 5 Shenton Way, #14-01/03 UIC Building, Singapore 068808. As of
December 31, 2021, there were 93 franchised Popeyes restaurants in Asia. PLK’s affiliate, PLK Europe
GmbH (“PLK EMEA”), has been operating and franchising the operation of Popeyes restaurants in Europe
since January 2019. PLK EMEA’s principal business address is Dammstrasse 23, 6300, Zug, Switzerland.
As of December 31, 2021, there were 371 franchised Popeyes restaurants in Europe.

Since December 2004, Firehouse of America, LLC (“FOA”) has been operating and franchising
the operation of Firehouse Subs® restaurants in the United States and before that its parent, FRG, LLC
(formerly Firehouse Restaurant Group, Inc.) operated and franchised the operation of Firehouse Subs®
restaurants in the United States from February 1995 until December 2004. FOA also offers area
development rights and offered area representative franchise rights from April 2005 to November 2021.
FOA’s affiliate, Firehouse Subs of Canada ULC (“Firehouse Canada”), has been offering and selling
franchises in Canada since February 2014. As of December 31, 2021, there were 1,213 Firehouse Subs®
restaurants worldwide, of which 1,164 were located in the United States. Of the total number of Firehouse
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Subs® restaurants in the U.S., 39 were owned by affiliates of FOA. As of December 26, 2021, Firehouse
Subs of Canada ULC had 49 franchised restaurants. FOA’s principal business address is 12735 Gran Bay
Parkway, Suite 150, Jacksonville, Florida 32258 and Firehouse Canada’s principal business address is 2100
– 40 King Street West, Toronto, Ontario, Canada M5H 3C2.

BURGER KING Restaurants

BURGER KING Restaurants are quick-service hamburger restaurants offering a limited menu of
breakfast, lunch and dinner products. We operate and grant franchises to operate BURGER KING
Restaurants using certain trademarks, service marks and trade names, and a recognized design, equipment
system, color scheme and styles of buildings and facilities, signs, certain standards, specifications and
procedures of operation, quality and consistency standards for products and services offered, and
procedures for inventory control and management (the “BURGER KING® System”). The restaurants
operated using the BURGER KING® Marks and the BURGER KING® System are referred to in this
disclosure document as "BURGER KING Restaurants" or “Restaurants.” A franchisee that operates a
BURGER KING Restaurant under a franchise agreement with BKC (the “Franchise Agreement”) is
referred to in this disclosure document as a “Franchisee.”

The Franchise

You may become a Franchisee either by developing a new BURGER KING Restaurant or by
purchasing an existing BURGER KING Restaurant. You must sign a Target Reservation Agreement
(“TRA”) (a copy of the current form is attached as Exhibit C1) or a Multiple Target Reservation Agreement
(“MTRA”) (a copy of the current form is attached as Exhibit C2) to develop one or more BURGER KING
Restaurants.

We may permit you to open multiple BURGER KING Restaurants within a defined area we refer
to as a “Territory” under an Area Development Agreement (“Area Development Agreement”), in the form
attached at Exhibit M. Under an Area Development Agreement, you must make a commitment to sign
separate Franchise Agreements for, and open, the number and type of Restaurants that we agree upon in
the Territory according to a Development Schedule during the term of the Area Development Agreement.
You must sign the current form of Franchise Agreement that we are using at the time we require you to
sign the Franchise Agreement for each Restaurant opened under an Area Development Agreement. The
terms of these agreements may differ from the form attached to this Disclosure Document. Under an Area
Development Agreement, only traditional BURGER KING Restaurants and certain non-traditional in-line,
food court and drive-thru only BURGER KING Restaurants count towards your development obligations.

BURGER KING Restaurants are operated in various types of facilities and at various types of
locations, as described in Item 7 of this disclosure document. Most Restaurants offer the standard menu
of food and beverage products approved for sale at BURGER KING Restaurants, but some Restaurants,
generally with smaller facilities, are approved to serve a more limited menu. A few Restaurants provide
predominantly drive-thru services only.

We may permit you to open a Restaurant within a building or other enclosed structure for food
preparation and cooking only. This facility will have a limited menu and is established for the preparation
of meals for delivery or pickup only (“Delivery Restaurant”). If we approve you to open and operate a
Delivery Restaurant you must sign our current form of Franchise Agreement and the Delivery Restaurant
Addendum (a copy of the current form of Addendum is attached as Exhibit E3). We began offering
Delivery Restaurant franchises in Fall 2020. We have one franchised Delivery Restaurant as of the
issuance date of this Disclosure Document.

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Franchise Ownership Types and Definitions

We currently have two different forms of Franchise Agreement, corresponding to two different
types of franchise ownership: "Individual" (or "Owner/Operator") and "Entity".

Individual or Owner/Operator Ownership

Traditionally, we issued franchises to individuals who signed the Franchise Agreement personally
and who were personally responsible for operating the franchised Restaurant. This form of ownership is
referred to as "Individual" or "Owner/Operator" ownership. If more than one individual signs the
Franchise Agreement as the Franchisee, one of those individuals must be designated (with our approval) as
the "Operating Partner" responsible for operating the Restaurant. Although the Individual Franchise
Agreement can be assigned to an operating company under certain conditions, the individuals remain
personally responsible under the Franchise Agreement. A copy of our current form of Individual Franchise
Agreement is attached to this disclosure document as Exhibit D1.

Entity Ownership

"Entity" ownership allows different forms of ownership and management of, and equity
investment in, the Franchisee. Under the Entity ownership program, a corporation, a limited partnership,
a limited liability partnership, or a limited liability company can directly execute the Entity form of
Franchise Agreement (a copy of the current form is attached as Exhibit D2) if the Entity and its owners
satisfy our then current guidelines for approval of franchise ownership distribution plans ("Entity
Guidelines"). Generally, one of the conditions of Entity ownership is that one or more individuals or
entities, designated as "Owners," guarantee and be responsible for the Franchisee's obligations to us. One
of those Owners must be designated, with our approval, as the "Managing Owner" responsible for ensuring
the Franchisee's compliance with the Franchise Agreement, and must have authority to make certain
decisions. Additionally, the Managing Owner must own at least 5% of the Franchisee. The Franchisee
must designate an individual approved by us (who may, but need not, be an Owner) as the "Managing
Director" who will be responsible for Restaurant operations. The Managing Director must submit an
application and is subject to a credit and background check. Provided that the Franchisee and its Owners
satisfy our financial and other requirements, including the then-current Entity Guidelines, we may allow
ownership interests in the franchise to be issued to investors who need not be personally liable to us. In
the case of a Restaurant currently operating under another form of Franchise Agreement, a new Franchisee
may, at our discretion, execute the Entity form of Franchise Agreement for the remainder of the term.

An entity with publicly-traded stock, or a subsidiary of a publicly-traded company, that controls

locations not accessible (or with limited access) to the general public, may sign a "Corporate Addendum"
to the Entity form of Franchise Agreement. Our current form of Corporate Addendum to the Entity form
of Franchise Agreement is attached as Exhibit J to this disclosure document. These Franchisees are
typically food service companies that provide a variety of contract feeding services in a single "institutional"
location (as described below) or at multiple institutional locations, or are large net worth companies with
diversified business ownership. If the Franchisee is a direct or indirect subsidiary of one or more other
entities, these parent entities will be designated as the “Owners” or “Manager Owner”, and the Owners and
Managing Owners will guarantee and be responsible for the Franchisee’s obligations to us. Franchisees
executing a Corporate Addendum must appoint as its “Managing Director” a qualified person, approved by
us, who will have certain responsibility and authority with respect to the BURGER KING Restaurant
operations of the Franchisee.

THE PROCESS OF APPLYING FOR A FRANCHISE, OBTAINING NECESSARY

APPROVALS (INCLUDING THE COMPLETION OF TRAINING), AND DEVELOPING A
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RESTAURANT TAKES A SUBSTANTIAL PERIOD OF TIME AND INVOLVES RISKS. IF YOU
CHOOSE TO MAKE CHANGES IN YOUR EMPLOYMENT STATUS, FINANCIAL
ARRANGEMENTS OR LIFESTYLE IN ANTICIPATION OF OBTAINING FRANCHISE APPROVAL
FROM BKC OR OF OPENING YOUR RESTAURANT AFTER YOU HAVE OBTAINED
PRELIMINARY APPROVAL, YOU DO SO AT YOUR OWN RISK. DO NOT MAKE SUCH
DECISIONS WITHOUT CAREFUL THOUGHT.

BKC's approval of your application for a franchise does not ensure the success of your franchised
BURGER KING Restaurant. Your success will depend upon your own ability as an independent
businessperson and on other factors. BKC makes no representation or warranty as to your success. No
employee or representative of BKC is authorized to make any such representation or warranty. You should
make an independent investigation regarding the franchise for a BURGER KING Restaurant and the
BURGER KING® System. You should visit and speak to existing Franchisees and obtain the advice of
an attorney and accountant who have experience and knowledge of franchise relations, the franchise
business model and franchise ownership.

You must meet BKC’s then-current operational, financial, credit, legal and other criteria for the
development and operation of a BURGER KING Restaurant before you can sign an Area Development
Agreement and at all times during the term of the Area Development Agreement. You must obtain Site
Approval for any site on which you propose to construct a new Restaurant under the Area Development
Agreement in accordance with BKC’s then-current standards for Site Approval. You must then construct,
equip and furnish the Restaurant at the approved site in accordance with plans and specifications approved
by BKC.

The General Market and the Competition

The customer base for the quick-service restaurant market includes the total population; however,
the population age group between 18 to 54 years of age averages the greatest frequency of patronage of
quick-service food establishments. There is a clearly established market for quick-service food prepared
away from home. In general, the quick-service restaurant business is highly competitive. Changes in
taste and eating habits of the public, local and national economic conditions, population and traffic patterns
affect the restaurant business and are generally unpredictable.

The principal basis of competition in the industry is the quality and price of the food products
offered, but name identification, site location, quality and speed of service, consistency, advertising and
attractiveness of facilities are also important factors. You should expect to compete with other quick-
service food, carry-out, delivery and even sit-down restaurants that feature hamburgers and french fries and
related menu items similar to those offered at the Restaurants. You will also compete with restaurants and
quick-service food outlets that offer other types of entrées and other foods to be eaten at those restaurants,
delivered or taken out by the consumer. Through our affiliates, we may operate other third-party franchise
concepts in combination with our own. You may also encounter competition from other BURGER KING
Restaurants that we or our franchisees operate. Some of these competitors may be in close proximity to
your Restaurant and may have greater financial resources, larger advertising budgets and more national (or
local) recognition than we have. In addition, competition for management and other operating personnel
and for sites is intense within the industry.

Industry Specific Laws and Regulations

You must comply with all local, state and federal laws and regulations applicable to the operation
of your Restaurant, including: labor and employment laws and regulations; health, sanitation, food
handling, food preparation, and waste disposal laws and regulations; smoking restrictions; and advertising,
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menu and point-of-sale disclosures, such as statements concerning the nutritional and dietary characteristics
of the food served at your Restaurant. There are other laws and regulations applicable to businesses
generally (such as the Americans with Disabilities Act) with which you must comply. You must also
comply with Payment Card Industry Data Security Standards and data privacy laws. You must also obtain
all real estate permits, licenses and operational licenses. Your business is subject to state and federal
regulations that allow the government to restrict travel and/or require businesses to close or limit operations
during state or national emergencies. You should consult with your attorney concerning all laws,
regulations and standards that may affect your Restaurant operations.

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 ITEM 2
BUSINESS EXPERIENCE

The BKC Board of Directors

Thomas B. Curtis IV Mr. Curtis was named as our President, Americas in May 2021. He was
named director of BKC in February 2022. Mr. Curtis previously served
as our Chief Operating Officer from March 2021 to May 2021. Mr. Curtis
previously served as EVP, US Operations, for Domino’s in Ann Arbor,
Michigan from January 2020 to April 2021. From June 2018 to January
2020, he served as the EVP, Corporate Operations and Global Operations
Support for Domino’s. He also served as the VP, Franchisee Relations
and Operations Innovation for Domino’s from April 2017 to June 2018.
From August 2016 to April 2017, he served as VP, Global Operations
Support and Training and from October 2012 to August 2016 as VP,
Operations West Region for Domino’s.

Vicente A. Tome Mr. Tome was named a director of BKC in January 2015. Mr. Tome has
also served as our Vice President of Legal, US & LAC since January 2015.
Mr. Tome has been with us since 2006.

Michele Keusch Ms. Keusch was named a director of BKC in June 2020. Ms. Keusch has
also served as our Vice President of Legal, Corporate Securities since
March 2021. Ms. Keusch has also served as Legal Head of Corporate
Securities from July 2019 to March 2021. From September 2018 to March
2019, she served as Senior Vice President, Assistant General Counsel of
Corporate Securities at Marriot Vacations Worldwide in Miami, Florida
and from June 2008 to September 2018, she served as Senior Vice
President, Assistant General Counsel of ILG, Inc. in Miami, Florida.

Chief Executive Officer of Restaurant Brands International Inc.: Jose Cil

In January 2019, Mr. Cil was appointed as the Chief Executive Officer of RBI. Mr. Cil previously
served as director and President of BKC from December 2014 to January 2019.

Chief Financial Officer of Restaurant Brands International Inc.: Matt Dunnigan

In January 2018, Mr. Dunnigan was named Chief Financial Officer of RBI. Since March 2018 he
has also served as Vice President of PLK, based in Miami, Florida. From October 2014 to January 2018,
he served as Treasurer for RBI. Since February 2018, Mr. Dunnigan has served on the Board of Directors
of Carrols Restaurant Group, Inc., the parent company of Carrols, LLC, a Burger King® franchisee located
in Syracuse, New York.

General Counsel of Restaurant Brands International Inc.: Jill Granat

In December 2014, Ms. Granat was named General Counsel of RBI. She has also served as the
Secretary of PLKI since October 2017 and as the Secretary of THUSA since January 2015. Ms. Granat has
served in various legal positions in our Legal Department since joining us in 1998.

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Regional President, Latin America & Caribbean: Renato Malacarne Rossi

Mr. Rossi was named our Regional President, Latin America & Caribbean in March 2022. Mr.
Rossi served as our Head of Marketing, North America, from March 2018 to March 2022. From December
2016 to March 2018, he served as the Head of Marketing, United Kingdom, London.

Chief Marketing Officer, North America: Yosef Hojchman

Mr. Hojchman was named our Chief Marketing Officer, North America, in November 2021. Mr.
Hojchman served as the Vice President of US Marketing for Tim Hortons from February 2020 to November
2021. From November 2018 to February 2020, he served as the Head of Marketing, North America for
Popeyes. From November 2017 to November 2018, he served as our Head, Global Marketing Analytics.
From June 2016 to November 2017 he served as our Vice President of Marketing, Latin America &
Caribbean.

Head of Operations, North America: Eric Goldhersz

Mr. Goldhersz was named our Vice President of Operations, North America in July 2021. He was
named as our Vice President of Operations, Americas in March 2021. He was previously named as our
Head of Operations, Americas in July 2019. Mr. Goldhersz previously served as Lead, Operations
Excellence, Center of Excellence for RBI from May 2018 to April 2019. He served as RBI’s Lead,
Operations Training and Standards from October 2017 to May 2018 and as Lead, Operations Training from
January 2017 to October 2017. From February 2016 to December 2016, he served as our Sr. Manager,
Global Operations, Restaurant Systems R & D and as our Manager, Global Operations, Platform Innovation
from November 2014 to February 2016. Mr. Goldhersz also served as our Sales, Profit, and Operations
Coach Southeast Division from May 2013 to November 2014.

Vice President of Field Operations: Katerina Glyptis

Ms. Glyptis was named as our Vice President of Franchise Operations in January 2021. She was
previously named as our General Manager, U.S. Franchise Operations (Central Division) in January 2018
and served as our Area Franchise Lead, Central Division from May 2017 to December 2017. From July
2016 to May 2017 she served as Senior Manager, Business Development for BK Canada. Ms. Glyptis also
served as our Division Development Lead, West Division from January 2016 to July 2016 and worked in
Marketing Execution from July 2014 to January 2016.

Vice President of Development and Franchising, North America: Eduardo Serafim Jr.

Mr. Serafim was named as our Vice President of Development and Franchising, North America in
December 2021. He was previously named as our General Manager (South Division), BK EMEA from
September 2019 to November 2021. From July 2018 to August 2019, he served as our Senior Director of
Marketing Intelligence. From June 2017 to June 2018, he served as our Head of Finance & Development,
Latin America and Caribbean.

Vice President of Finance, North America: Peter Perdue

Mr. Perdue was named our Vice President of Finance, North America in September 2021. Mr.
Perdue previously served as our Regional Vice President for BK APAC from December 2021 to September
2021. From September 2020 to December 2021, he served as Interim Regional President for BK APAC.
From March 2020 to September 2020, he served as General Manager (North and Central Division) for BK

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APAC and also served as General Manager (Central Division) for BK APAC from December 2018 to
March 2020. From July 2017 to December 2018, he served as our General Manager (West Division).

General Manager, U.S. Franchise Operations (Central Division): Shambrika Vacha Saunders

Ms. Saunders was named as our General Manager, U.S. Franchise Operations (Central Division)
in January 2021. Ms. Saunders previously served as Director of Training from January 2019 to December
2020. From July 2016 to January 2019 she served as our Area Franchise Lead, East Division. Ms. Saunders
also served as our Field Training Manager from November 2015 to July 2016 and worked as a District
Manager from July 2014 to November 2015.

General Manager, U.S. Franchise Operations (Northeast Division): Elizabeth Greenberg

Ms. Greenberg was named as our General Manager, U.S. Franchise Operations (Northeast
Division) in March 2020. Ms. Greenberg previously served as our Technology Lead from April 2018 to
March 2020. From March 2016 to March 2018 she served as our Field Marking Lead and Advertising
Director from July 2013 to March 2016.

General Manager, U.S. Franchise Operations (Midwest Division): Kyle Pagel

Mr. Pagel was named as our General Manager, U.S. Franchise Operations (Midwest Division) in
February 2020. Mr. Pagel previously served as our Area Franchise Lead, Midwest Division from August
2016 to February 2020 and as our Midwest Senior Construction Manager from November 2014 to August
2016.

General Manager, U.S. Franchise Operations (Southeast Division): Chris Padoan

Mr. Padoan was named as our General Manager, U.S. Franchise Operations (Southeast Division)
in March 2018. Mr. Padoan previously served as our Area Franchise Lead, Southeast Division from July
2015 to March 2018 and as a Marketing Manager from August 2013 to July 2015.

Director, Non-Traditional Development: Clayton Lawrence

Mr. Lawrence was named as our Lead, Non-Traditional Development in September 2018. Mr.
Lawrence previously served as Area Franchise Lead, United Kingdom for BK Europe from June 2017 to
August 2018 and as our Area Franchise Lead, Northeast Division from June 2014 to May 2017. He also
served as our Brand Activation Manager, Northeast Division from March 2014 to May 2014.

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 ITEM 3
LITIGATION

Pending Litigation:

First International Fund Ltd. v. Burger King Corporation et al (Case # CO-13-487734), Ontario
Superior Court of Justice. Filed August 28, 2013.

On August 28, 2013, First International Fund Ltd. (“FIF”), an entity owned by Marc Vaturi, President
of Triple Five International Group Ltd., sued us, BKW, and our former master franchisee in Canada. FIF
alleges that on January 28, 2013, before the incorporation of FIF, Vaturi reached a binding verbal agreement
with representatives of BKC where we would sell all of the shares of Burger King Restaurants Canada Inc.
(“BKRC”) to an entity to be incorporated or designated by Vaturi. FIF alleges that, after the oral agreement
was made, written documents were exchanged intending to memorialize the agreement, but that the written
documents were not necessary to make the oral agreement binding. We sold BKRC to another company, an
affiliate of which was formerly our master franchisee in Canada, on April 22, 2013. FIF has demanded specific
performance, including conveyance of the shares of BKRC/Redberry Franchising Corp. to FIF, or in the
alternative money damages in excess of $500 million. On July 20, 2018 the action against BKRC was
dismissed. Certain discoveries took place in March 2019. FIF has not provided answers to undertakings.

Gesten v. Burger King Corporation, (Case No, 1:18-cv-20450-CMA), US District Court for the
Southern District of Florida filed, January 15, 2018.

A class action lawsuit was filed against us alleging that we violated the Fair and Accurate Credit
Transactions Act amendment to the Fair Credit Reporting Act, 15 U.S.C. 1681 et seq. (“FCRA”). The class
of individuals named in the Complaint are all persons in the United States, who made payment at a Burger
King restaurant using a credit or debit card, and who were provided a point of sale receipt which displayed
more than the last 5 digits of the card number and/or the expiration date of the credit or debit card, within the
two years prior to filing of the complaint. Plaintiffs are seeking certification of the class, statutory damages,
punitive damages, injunctive relief and attorneys’ fees and expenses. We filed to remove the case to federal
court and sought a motion to stay the case, which was denied. Upon a motion for class certification, the Federal
Court stayed this case pending resolution of the Tarr v. Burger King Corporation case which is on appeal in
the United States District Court for the Southern District of Florida. On December 15, 2020, the court
remanded the case back to the Circuit Court of the Eleventh Judicial Circuit in Miami-Dade, Florida.

Arrington v. Burger King Worldwide, Inc., (Case No. 18-24128-CV-MARTINEZ/AOR), United

States District Court for the Southern District of Florida filed on March 15, 2019.

In October 2018 and November 2018, four separate class action complaints; Jarvis Arrington v. Burger
King Worldwide and Burger King Corporation, (Case No. 1:18-cv-24128-JEM), Monique Michel v.
Restaurant Brands International, Inc., Burger King Worldwide Inc., and Burger King Corporation, (Case No.
1:18-cv-24304-JEM), Geneva Blanchard and Tiffany Miller v. Burger King Corporation and Burger King
Worldwide, Inc., (Case No. 1:18-cv-24576 – SCOLA/TORRES), and Sandra Munster v. Restaurant Brands
International Inc., Burger King Worldwide, Inc. and Burger King Corporation, (Case No. 1:18-cv-24623 –
RNS) were filed against us and various BKC affiliates (“Defendants”) in the U.S. District Court for the
Southern District of Florida. Plaintiffs allege that they have been employed at a Burger King restaurant at some
point after 2010, and are filing the complaint individually and on behalf of all others similarly
situated. Plaintiffs allege that the Defendants violated Section 1 of the Sherman Antitrust Act by incorporating
an employee no-solicitation and no-hiring clause in the standard form Franchise Agreement all franchisees
must sign. Plaintiffs seek injunctive relief and damages for themselves and other members of the class. On

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January 17, 2019 the court issued an order consolidating all four cases. On April 19, 2019 Defendants filed a
Consolidated Motion to Dismiss. On March 15, 2019 the Plaintiffs filed the Consolidated Complaint in the
matter, and on April 19, 2019 BKC filed its Consolidated Motion to Dismiss. The Plaintiffs filed an Opposition
to the Motion to Dismiss on May 23, 2019, and BKC filed a Reply in Support of the Motion to Dismiss on
June 10, 2019. The Court granted the Motion to Dismiss on March 24, 2020. The Plaintiffs filed a motion for
leave to amend their complaint on April 20, 2020, and the Defendants filed a motion opposing the motion for
leave to amend on April 27, 2020. On August 24, 2020 the court denied the Plaintiffs motion for leave to
amend their complaint. On September 22, 2020 the Plaintiffs filed a notice to appeal the Court’s decision to
the federal appellate court. A court ordered mediation was held on December 7, 2020 but the parties did not
reach a settlement. On January 27, 2021, the Defendants filed their answer brief in the case. The Plaintiffs
filed their reply brief on March 17, 2021. The Court heard oral arguments for this case on September 22, 2021.
We are awaiting a ruling from the court.

Himelda Mendez, et al. v. Burger King Corporation. U.S. District Court for the Southern District of
New York, Case No: Case No. 19-cv-09855-RA. Filed October 24, 2019.

Plaintiff has filed a class action lawsuit on behalf of herself and a nationwide class of all blind
individuals in the United States, as well as a subclass of all blind individuals in New York State, for violations
of Title III of the Americans with Disabilities Act (“Title III” or “ADA”), 42 U.S.C. § 12181, et seq., and
subclasses under the New York State Human Rights Law (“NYSHRL”), N.Y. Exec. Law § 290, et seq., and
the New York City Human Rights Law (“NYCHRL”), N.Y.C. Admin. Code § 8-101, et seq. Plaintiff’s suit is
based on her claim that we violated the ADA and related state statutes by failing to provide Braille gift cards
to low-vision and blind individuals. On February 11, 2020, we filed a Motion to Dismiss the Complaint on
the grounds that the ADA does not require us to offer Braille gift cards, and because Plaintiff does not have
standing. Plaintiff filed a First Amended Complaint on February 18, 2020. We filed a Motion to Dismiss the
Amended Complaint on March 3, 2020. Plaintiff filed an opposition and we filed a Reply Brief on March 24,
2020. Discovery has been stayed pending resolution of BKC’s Motion to Dismiss. On July 21, 2020, the Court
ordered the case stayed pending the outcome of the Second Circuit Court of Appeals’ decision in the appeal of
Calcano v. Swarovski North America Ltd. (and four other consolidated Braille gift-card cases) relating to the
appeals of similar motions to dismiss.

Burger King Corporation, Plaintiff vs. Burger Gulf Coast, LLC and Anand Patel, Defendants, Miami-
Dade County Circuit Court, Case No. 2021-002708-CA-01.

Burger Gulf Coast, LLC (“Company”) and Anand Patel owned and operated a restaurant, BK #1753,
as a franchised BURGER KING® restaurant. Company leased the land upon which the restaurant is located
from BKC pursuant to a Lease/Sublease Agreement. Patel guaranteed the payment and performance of
Company’s obligations to BKC under the Lease. On or about November 25, 2017, a fire occurred at the
premises, causing substantial damage to the restaurant. Defendants received $867,697.15 in insurance
proceeds which BKC believes it is entitled to under the Lease/Sublease Agreement. BKC sued Defendants for
breach of the Lease/Sublease Agreement and breach of the Guarantee for their failure to remit the insurance
proceeds to BKC. In response to BKC’s complaint, Defendants filed a three-count counterclaim against BKC
for tortious interference, claiming that BKC tortiously interfered with an Asset Purchase and Sale Agreement
that Defendants entered into for the sale of 66 BURGER KING® restaurants, including BK #1753, because
BKC was requiring that BK #1753be rebuilt in accordance with the then-current requirements, as opposed to
the 2016 requirements. Defendants also included claims for breach of contract and breach of the implied
covenant of good faith based on the same facts. BKC filed a motion to dismiss the counterclaims, which has
not yet been scheduled for hearing. The parties have agreed to attend mediation.

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 IFB Interessengemeinschaft der Franchisees von Burger King vs. Burger King Europe GmbH and
BKD Adfund GmbH (Germany).

Three franchisees in Germany have filed a claim against BKE and BKD Adfund GmbH, a direct owned
subsidiary of German Master Franchisee Burger King Deustschland GmbH (“BKD”), for ad fund expenses
and alleged mismanagement of the ad fund during 2016. The three franchisees are limiting their claims to a
share proportionate to their contribution to the ad fund. BKD made its first submission on October 30, 2019
and BKE’s first submission was due January 2020. A hearing was held June 26, 2020. BKE and BKD prevailed
at that hearing. Plaintiffs appealed the case. The matter is now with the Munich Higher Regional Court (court
of appeal) that is expected to request BKE and BKD Ad Fund GmbH to submit their responses. Plaintiffs
appealed the judgment of first instance on September 21, 2020. BKE filed its response to the appeal on
December 17, 2021 (simultaneously with the response submitted by BKD AdFund GmbH). The matter is
pending with the Court of Appeal. We are not a party to this litigation. BKE is party to this litigation together
with BKD but BKD has an obligation to indemnify and hold BKE harmless against any claims related to
BKD’s administration of the ad fund.

Bankrupt’s estate of G & G Gastronomie UG & Co Holzhauserstrasse KG vs. Burger King Europe
GmbH, Landesgericht München Germany.

In September 2020, BKE became aware that a default judgment was entered against it in a proceeding
that BKE was not aware of prior to its receipt of a copy of the judgment. According to the default judgment,
BKE has been ordered to pay EUR 1,904,780 plus other fees to the bankruptcy estate of a former franchisee
in Germany. G&G operated a Burger King Restaurant in Holzhauser, Berlin. When the management agreement
for the restaurant expired, the master franchisee in Germany, BKD, secured a lease from the landlord for the
restaurant location and the Franchise Agreement for that location was terminated. On May 14, 2018, insolvency
proceedings were formally opened with respect to G&G and on December 28, 2018, the estate filed a lawsuit
against BKE which, was allegedly served on BKE on March 12, 2019. The estate argues that BKE entered
into a new franchise agreement with BKD for the Holzhauser location despite already having a franchise
agreement with G&G, resulting in lost profits to G&G in the amount of EUR 1,794,080. A default judgement
against BKE was rendered on May 15, 2019 and, was allegedly served on BKE on August 6, 2019. BKE
brought a counterclaim against the estate for damages of approximately EUR 2,500,000 due to the early closure
of the restaurant. BKE made a submission to the court requesting that the default judgement should be
overturned and the proceedings re-opened but the request was denied. BKE paid an amount of approximately
1,900,000 EUR to the bankrupt’s estate. BKE’s counterclaim against the estate is currently pending. BKE also
filed a criminal complaint in 2021 against G&G claiming that G&G obtained the default judgement by
providing incorrect information to the court. The complaint has been handed over from the prosecution service
to the police for investigations. The prosecution service closed the criminal investigation against Groenke and
Asmar. We are not a party to this litigation.

Steve Holcman vs. Restaurant Brands International Inc., Restaurant Brands International Limited
Partnership and The TDL Group Corp (File No. 500-06-001081-203), The Quebec Superior Court (Class
Action Division), filed on June 30, 2020.

A claim was filed against RBI, RBILP and TDL (collectively, “Tim Hortons”) on behalf of the Plaintiff
individually and all Quebec residents who downloaded the Tim Hortons mobile application. In the complaint,
the Plaintiff alleges that Tim Hortons violated (i) the Plaintiff’s privacy rights, (ii) the federal Personal
Information Protection and Electronic Documents Act (PIPEDA), (iii) an Act respecting the Protection of
Personal and Private Information in the Private Sector, and (iv) Tim Hortons contractual undertaking that the
Tim Hortons app would only use its customers’ location while the application is open. The Plaintiff seeks
damages of $100 per class member pursuant to the Civil Code of Quebec (sections 3, 35 and 1457); Quebec
Charter (sections 5 and 49); the Quebec Consumer Protection Act (sections 40, 41 and 219); an Act respecting

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the Protection of Personal and Private Information in the Private Sector (sections 5 and 14) and; PIPEDA
(section 5 and Schedule 1). We are not a party to this litigation.

Wai Lam Jacky Law vs. Restaurant Brands International Inc. and Radar Labs, Inc. (File No. VLC-S-
S-207985), The Supreme Court of British Columbia, filed on August 13, 2020.

On August 13, 2020, a Notice of Civil Claim was filed against RBI and our vendor Radar Labs, Inc. ("Radar")
(collectively, the "Defendants"), on behalf of the Plaintiff individually and on behalf of all persons residing in
Canada who downloaded any mobile or tablet application owned, operated or powered by software provided
by either RBI or Radar, including, the Tim Hortons mobile application and the Burger King mobile application,
on or prior to June 29, 2020. In the complaint, the Plaintiff alleges that the Defendants violated (i) the federal
Personal Information Protection and Electronic Documents Act (PIPEDA), (ii) duties imposed by virtue of the
Defendants privacy policies and privacy statements, (iii) the Plaintiff's privacy rights, (iv) various provincial
Privacy legislations, (v) various provincial Consumer Protection legislations, and (vi) the Competition Act.
The Plaintiff seeks damages for an unspecified amount resulting from alleged violations of the above mentions
legislations; breach of trust; and/or vicarious liability. We are not a party to this litigation.

City of Warwick Municipal Employees Pension Fund v. Restaurant Brands International, et al

In the Supreme Court of the State of New York County of New York Case No. 655686/2020

On October 26, 2020, City of Warwick Municipal Employees Pension Fund, a purported stockholder
of RBI, individually and on behalf of all other stockholders similarly situated, filed a lawsuit in the Supreme
Court of the State of New York County of New York naming RBI and certain of its officers, directors and
affiliates as Defendants alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, as
amended, in connection with the offering of securities by an affiliate in August and September 2019. The
complaint alleges that the shelf registration statement used in connection with such offering contained certain
false and/or misleading statements or omissions. The complaint seeks, among other relief, class certification
of the lawsuit, unspecified compensatory damages, rescission, pre-judgement and post-judgement interest,
costs and expenses. On December 18, 2020, Plaintiffs filed an amended complaint. RBI filed a motion to
dismiss the complaint on February 16, 2021 and the Plaintiffs filed a brief in opposition to the motion in April
2021. We are not a party to this litigation.

Ashley Sitko and Ashley Couture vs. Restaurant Brands International Inc., (File No. CV-20-00643263-
00CP), Ontario Superior Court of Justice, filed on July 2, 2020.

On July 2, 2020, a Notice of Action was filed against RBI on behalf of the Plaintiffs as representative
plaintiffs and all persons residing in Canada who downloaded the Tim Hortons mobile application on their
phones or computing devices on or prior to June 29, 2020. In the Notice, the plaintiff alleges that Tim Hortons
violated (i) the federal Personal Information Protection and Electronic Documents Act (PIPEDA), (ii) various
Consumer Privacy legislation, (iii) the Competition Act, and (iv) various provincial Privacy legislation. The
Plaintiffs seek damages of $306 million resulting from alleged violations of these laws; waiver of tort; and/or
vicarious liability. We are not a party to this litigation.

William Jung vs. Restaurant Brands International Inc., Restaurant Brands International Limited
Partnership, The TDL Group Corp., Burger King Worldwide, Inc., Popeyes Louisiana Kitchen, Inc., and Radar
Labs, Inc. Ontario Superior Court of Justice File No. CV-20-00648562-00CP, filed September 30, 2020

A Statement of claim was served on November 6, 2020 against RBI, RBI LP, TDL, Burger King
Worldwide, Inc., Popeyes, and Radar Labs, Inc., on behalf of the Plaintiff as representative plaintiff and any
person resident in Canada, outside of Quebec, who downloaded, accessed or had already downloaded one or
more of the mobile applications of Tim Hortons, Burger King or Popeyes into a mobile device on or after
February 2019. In the claim, the Plaintiff is requesting (i) a declaration that Radar Labs induced RBI

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Defendants to breach the terms of an agreement, (ii) an order prohibiting the defendants from collecting
location data and other personal information in breach of privacy policies and/or without properly disclosing
information around collection and use, (iii) an order requiring certain alleged wrongfully collected information
be deleted, (iv) a declaration that there was a breach of various Consumer Protection legislation, (v) a
declaration that Defendants are liable for intrusion upon seclusion, and (vi) a declaration that Defendants
violated provincial privacy legislations.

The Plaintiff is seeking (a) statutory and general damages to be determined for breach of contract,
inducing breach of contract, breach of consumer protection legislation, breach of provincial privacy legislation,
and intrusion upon seclusion, (b) recovery of any amounts gained as a result of unfair practices under section
18 of the Consumer Protection Act, and other provincial consumer protection legislation, (c) exemplary and
punitive damages of $30 million, (d) nominal and symbolic damages in an amount to be determined, (e)
prejudgment and post judgment interest, (f) costs on a substantial indemnity basis, and (g) cost of administering
the plan of distribution of the recovery of the action. The court ordered a stay in this matter. We are not a party
to this litigation.

Olympia Tile International Inc. vs. Restaurant Brands International Inc., The TDL Group Corp., Ricky
Leem and Gesco Limited Partnership, (File No. CV-20-00648343-0000), Ontario Court of Justice filed
on September 25, 2020.

On September 25, 2020, Olympia Tile International Inc. filed a Statement of Claim in the Ontario
Superior Court of Justice against Restaurant Brands International Inc., carrying on business as Tim Hortons,
The TDL Group Corp., Ricky Leem, and Gesco Limited Partnership, carrying on business as Savoia and Savoia
Canada. We were served with notice of this Statement of Claim on October 27, 2020. Plaintiff is a former tile
supplier that we previously had dealings with (and have recently move away from). They are claiming damages
of $3,500,000 and $500,000 in punitive damages on the basis of breach of contract, intentional interference in
economic relations, and fraudulent misrepresentation and conspiracy arising from inventory allegedly
purchased on behalf of us/our franchisees in reliance of our forecasted demand of these tiles for our renovation
program. There is no record of us asking for these tiles to be ordered nor do we have a contract with Olympia.
We received Plaintiff’s Response to our Demand for Particulars on April 14, 2021 and filed a Statement of
Defence of Restaurant Brands International In., and The TDL Group Corp. on June 28, 2021. We are not a
party to this litigation.

PLK APAC PTE. Ltd. and Restaurant Brands International, Inc. v. Popeyes Shanghai Restaurant
Management Co. Ltd.; TFI TAB Gida Yatirimlari A.Ş.; and TFI Asia Holdings B.V., (International Chamber
of Commerce, International Court of Arbitration, ICC CASE NO. 26121/HTG) filed on March 12, 2021.

On March 12, 2021, PLK APAC filed its initial Statement of Claim with the International Court of
Arbitration in Singapore seeking declaratory relief; specifically, a declaration that PLK APAC properly
exercised its right to terminate the MFDA on December 7, 2020 following Respondents’ breach of the MFDA.
Respondents filed their initial Answer on May 24, 2021, containing their basic defenses, along with four
counterclaims with unspecified damages, and adding RBI as a party to the proceeding. Respondents have
alleged lost profits of $53,264,697, plus lost franchise income of $5,543,475. PLK APAC filed its
Memorialized Statement of Claim on July 8, 2021. Respondents filed their memorialized Defenses and
Counterclaims with supporting evidence and witness statements on September 6, 2021. PLK APAC and RBI
filed their Memorialized Defenses to the Counterclaims and Reply in support of PLK APAC’s Statement of
Claim on December 16, 2021. Respondents’ Rejoinder and Reply to the Defenses to its Counterclaims was
filed on February 28, 2022. The final hearing in this matter is scheduled for May, 2022. We are not a party to
this litigation.

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Franchisor Initiated Suits:

Burger King Corporation v. Darryl D. Berry and Capital Restaurant Group LLC, (Case no. 1:20 - cv -
21801, US District Court for the Southern District of Florida. Filed April 30, 2020. Suit for amounts due under
franchise agreements, leases and guarantees for restaurants closed and abandoned without BKC’s consent.

Material Concluded Litigation:

Multi-Jurisdictional No-Poach Settlements

In February 2020, BKC entered into a Settlement Agreement with the states of Massachusetts,
California, Illinois, Iowa, Maryland, Minnesota, New Jersey, New York, North Carolina, Oregon,
Pennsylvania, Rhode Island, Vermont and the District of Columbia. At this same time, our affiliate PLK
entered into a Settlement Agreement with all of these states other than Vermont and our affiliate, THUSA
entered into a Settlement Agreement with the states of Massachusetts, California, Illinois, Iowa, Maryland,
Minnesota, New Jersey, New York, Pennsylvania and Rhode Island.

Each of these settlement agreements arose out of an investigation by the states Attorney Generals
regarding the alleged impact of the no-poach provision of the BKC, PLK and THUSA franchise agreement
which purportedly restricts franchisees from soliciting or employing each other’s employees in the franchise
agreements of BKC, PLK and THUSA. The states alleged that these provisions and their use violated state
antitrust laws, consumer protection laws and laws governing the free exercise of the right to contract for
employment. Although each of BKC, PLK and THUSA denied all allegations and each of them had already
removed the provisions from their current Franchise Agreement, BKC, PLK and THUSA entered into the
Settlement Agreement and, among other things, agreed to not enforce these provisions in existing franchise
agreements, notify their franchisees that they had entered into the settlements, attempt to get franchisees with
a no-poach provision in their franchise agreement to remove it, notify the Attorneys General of any franchisees
who failed to remove the provisions, post a notice at company-owned locations, and ask franchisees to post a
notice at their locations, indicating that these types of provisions are unenforceable. Neither BKC, PLK or
THUSA paid any money under the Settlement Agreements. These states are in the process of instituting actions
in their courts to enforce the settlement agreements through Final Judgments and Orders, Assurances of
Discontinuance, Assurances of Voluntary Compliance and similar methods.

Vallabhapurapu et al. and Others Similarly Situated v. Burger King Corporation (Case No. C11-
00667), U.S. District Court, Northern District of California. Filed February 16, 2011.

Individuals represented by the same counsel that filed the now-settled Castaneda lawsuit, filed a
similar putative class action against us and franchisees that owned, operated or leased the remaining 86
restaurants in California that were not covered by the Castaneda case. The complaint alleged that that these
BKC leased restaurants operated by franchisees violated accessibility requirements of the Americans with
Disabilities Act (“ADA”), 42 U.S.C. sec. 12181-12189, as well as the California Disabled Persons Act
(“CDPA”), Cal. Civ. Code sec. 54.1 et seq., and the Unruh Civil Rights Act (“Unruh”), Cal. Civ. Code sec. 51
et seq. Plaintiffs sought injunctive relief under the ADA, as well as minimum statutory damages of $4,000 per
restaurant visit by each class member under the Unruh Act (and $1,000 per incident of discrimination under
the CDPA), as well as attorneys’ fees and costs. The franchisees/lessees of the restaurants that are the subject
of this action were subsequently added as parties, upon our request. In June 2012, the parties agreed to settle
this matter and in October 2012 the court entered an order approving the settlement. Under the settlement, $19
million was paid for the benefit of the class members, with $5 million funded by BURGER KING franchisees,
$3.85 million by us, and the balance by our insurance carrier.

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 Meals Catalunya Group v. Burger King Europe GmbH, Burger King Espana S.L.U. and Burger King
Corporation (Case No. 115/11), Civil Court of Pozuelo de Alarcon No. 4, Spain. Filed June 2011.

In June 2011, Plaintiff filed a claim against BKE alleging that BKE had wrongfully terminated
Plaintiff’s franchise agreements for four restaurants in Catalunya, Spain. Plaintiff alleged damages of EUR
8,500,000. In January 2012, BKE filed a counterclaim of approximately EUR 350,000 for royalty and
advertising fund contributions payable for the period following termination and damages based on the
Plaintiff’s unauthorized use of our trademarks.

In June 2014, the court found that BKE wrongfully terminated the franchise agreements for the Abrera,
Villa Olimpica, and Baricentro locations, but properly terminated the franchise agreement for the Lerida
location. The court awarded the franchisee EUR 1,544,483 in damages and BKE EUR 180,562 in royalties,
plus EUR 600 per day for each day that the restaurant continued to use the trademarks after it closed on October
15, 2013. By the end of 2014 the franchisee appealed the court’s damage award claiming higher damages.

In February 2015, BKE deposited the damage amount of EUR 1,544,483 plus interest in the court’s
account. However, the monies would not be transferred to Fast Food Olympic, S.L. and Meals Catalunya, S.A.
unless they comply with their obligations of closing the restaurants. In September 2015, the Plaintiff requested
that BKE make an additional deposit of EUR 479,000.00, for legal costs and interest on the principal amount.
BKE lodged a writ opposing this request. In March 2016, the appeal court denied the franchisee’s appeal except
that it reduced the amount of royalty awarded to BKE for the Lerida location from EUR 180,562.23 to EUR
129,744.35.

QSR Services Corp. vs Burger King Restaurants of Canada Inc. (Case # CHI-S-S-25495), Supreme
Court of British Columbia, Canada. Filed November 29, 2012.

QSR Services Corp. (“QSR”), a former franchisee of Burger King Restaurants of Canada Inc.
(“Canada”), commenced a lawsuit in British Columbia, claiming damages for loss of profit and loss of
capital/sale price, totaling CAD $863,000 as a result of the alleged encroachment/reduction of sales at one of
QSR’s restaurants allegedly due to the reopening of a restaurant that had closed five years earlier. QSR also
claimed rescission of the franchise agreement for another BURGER KING restaurant allegedly due to
Canada’s poor site selection, and general damages estimated at CAD $900,000. In July 2016, Canada settled
the matter. Under the settlement, Canada agreed to pay a total of CAD $585,000.00, inclusive of all costs. We
were not a party to this litigation.

Burger King Corp. v. Daniels-Carter, et al., (Case no. 1:18-cv-22280-MGC), United States District
Court for the Southern District of Florida. Filed June 7, 2018.

We sued Defendants, Valerie Daniels-Carter and V & J Foods, Inc, who are the franchise owners and
operators of 5 Restaurants located in Wisconsin. With regard to one of the Restaurants, we sued for Lanham
Act violations, common law trademark infringement and unfair competition, as well as breaches of contracts.
We asserted claims for breaches of Franchise Agreements and leases with regard to the remaining 4 Restaurants
for franchisee’s failure to make payments to us. The franchisees filed a counterclaim against us for declaratory
judgment, promissory estoppel, negligent misrepresentation, breach of contract, and breach of the implied
covenant of good faith and fair dealing. In November 2018, the parties dismissed their claims without
prejudice.

HEGO System Gastronomie GmbH & Ko. KG v. Burger King Europe GmbH (Civil Action no. 37 O
10335/15), Regional Court of Munich, Germany. Filed June 16, 2015.

HEGO, operator of 3 Burger King Restaurants in Germany, has filed a claim for declaratory relief due
to alleged breaches of the franchise agreement by BKE. The Plaintiff is seeking damages of € 800,000. Plaintiff

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has alleged that BKE violated the franchise agreement and German law by requiring German franchisees to
participate in certain marketing promotions which Plaintiff alleges have not been profitable. In addition,
Plaintiff also requests the court to prohibit BKE from cash-pooling any ad fund contributions and to order BKE
to provide Plaintiff with a record of all advertising fund contributions since July 1, 2013. Plaintiff has also
asked the court to declare the franchise agreement provision requiring franchisees to procure new or
replacement equipment within a reasonable time determined by BKE to be null and void. In connection with
this claim, Plaintiff wants BKE to repay franchisee EUR $47,502.85 plus interest due to franchisee’s
investment in flex broilers. The parties have submitted several pleadings. An initial court hearing took place
on July 6, 2016. The court rendered a preliminary opinion according to which the Plaintiff was asked to further
substantiate its demands. The Plaintiff made an additional submission to which the Defendant has responded
on February 3, 2017. The court rendered a decision on October 26, 2018 rejecting most claims but holding that
certain TV ads violated the prohibition on price fixing as they did not point out sufficiently clearly that prices
shown in the TV ads were mere recommendations. The court also stated that BKE must provide information
about the German ad fund for the period from July 1, 2013 until September 10, 2015. Both parties appealed
and BKE won the case on appeal. We were not a party to this litigation.

Phillip Williams v. Burger King Corporation (Case No: 1:19-cv-24755-AHS) Southern District of
Florida, filed on November 18, 2019.

Plaintiff brought this class action lawsuit against us for alleged violations of Florida’s Deceptive and
Unfair Trade Practices Act based on alleged false and misleading business practices with respect to the
marketing and sale of its Impossible Whopper at Burger King restaurants in the United States market. Plaintiff
is seeking certification of the class, injunctive relief, and an award for actual and compensatory damages. On
January 30, 2020, we filed Motion to Dismiss and Deny Class Certification (“Motion”). On February 13, 2020,
the Court granted an extension for Plaintiff to file a response to the Motion. On February 24, 2020, Plaintiff
responded to the Motion by filing an amended complaint adding new plaintiffs residing in California, New
York, Mississippi, Michigan, and Florida, and containing new allegations. On March 9, 2020, we filed a
Motion to Dismiss Amended Complaint and Deny Class Certification asserting the same grounds for dismissal
raised in the Initial Motion to Dismiss, including requesting the Court to deny a class certification since the
allegations are too individualized for the Plaintiffs to be able to represent a class. On July 20, 2020, the court
granted our motion to dismiss. On July 27, 2020, Plaintiff filed a notice of intent to appeal the order granting
our motion to dismiss. Plaintiff filed Notice of Appeal of the dismissal order to the Eleventh Circuit on August
18, 2020. On September 2, 2020, the parties confirmed settlement of the dispute by which we and the named
Plaintiff has entered into a settlement agreement in return for releases and a dismissal of the appeal.

Tarr v. Burger King Corporation (Case No 1:17-cv-23776-FAM) United States District Court for the
Southern District of Florida, filed on October 14, 2017.

A class action lawsuit was filed against us. The suit alleges that we violated the Fair and Accurate
Credit Transactions Act amendment to the Fair Credit Reporting Act, 15 U.S.C. 1681 et seq. (“FCRA”) and
that the violation was willful, knowing or in reckless disregard of the statute. The class of individuals named
in the Complaint are all persons in the United States, who made payment at a Burger King restaurant using a
credit or debit card, were provided a point of sale receipt which displayed more than the last 5 digits of the
card number and/or the expiration date of the credit or debit card, within the two years prior to filing of the
complaint. Plaintiffs are seeking certification of the class, statutory damages, punitive damages, injunctive
relief and attorneys’ fees and expenses. On January 5, 2018, the United States District Court for the Southern
District of Florida granted our motion to dismiss for lack of subject matter jurisdiction and plaintiff has filed
an appeal. The case has been stayed pending adjudication of another FCRA violation claim on appeal in the
Southern District of Florida. The case has been stayed pending adjudication of another FCRA violation claim
on appeal in the Southern District of Florida (Murgansky vs. Godiva Chocolatier, Inc.). On October 28, 2020,
the Eleventh Circuit Court of Appeals issued its en banc decision in the Godiva case, finding that the plaintiff
lacked standing and vacating and remanding the case. The stay for this Tarr v. BKC case has not yet been

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lifted. On December 22, 2020, plaintiff filed an Unopposed Motion for Voluntary Dismissal of the case. The
case was dismissed on January 6, 2021.

Hapema Gastro AG v. Burger King Europe GmbH, (Court File No HG180172O0), Handelsgericht
Zürich, Filed on September 10, 2018.

Hapema Gastro AG (“Hapema”) is a franchisee of two BURGER KING® restaurants in Basel

(Switzerland) and has filed a court claim against BKE on September 10, 2018 with the Commercial Court of
Zurich (Switzerland). Hapema claims that he was forced to set a certain price via coupons and therefore lost
profit. The amount of the lost profit has not been specified. A mediation hearing was held with the Commercial
Court of Zurich on August 9, 2019. In its preliminary view, the Court indicated that it is likely to grant
Hapema’s claims. The court has engaged an expert to analyze Hapema’s calculation of the damage claim that
Hapema would have made a certain profit. The expert engaged by the court assessed the damages to be around
CHF 300,000. The court is not bound by the expert’s assessment. The hearing was held on December 7, 2021
and the court ordered BKE to pay CHF 270,000 as damages to Hapema and CHF 40,000 to the court as BKE’s
share of the court fees. The court declared that BKE had infringed the Swiss Cartel Act by fixing Hapema’s
prices and BKE was prohibited from making any price advertising within a radius of 15 km from Hapema’s
two restaurants. BKE’s request to set off BKE’s claim of CHF 700,000 against any damages payable to
Hapema was rejected by the court. BKE appealed the decision on January 28, 2022. BKE entered into a
settlement agreement with Hapema and Swiss Master Franchisee BKCH (BKCH) on January 28, 2022. BKCH
acquired the shares in Hapema and the parties agreed to settle the second proceedings, to withdraw the appeal
of the Court Decision and to waive any claims related to the relevant litigation, the franchise agreements and
the operations and ownership of the restaurants. We were not a party to this litigation. This litigation has
concluded.

Other than these actions, no litigation must be disclosed in this Item.

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4882-0376-0644, v. 5

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 ITEM 4
BANKRUPTCY

No bankruptcy is required to be disclosed in this Item.

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4876-8648-0388, v. 2

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 ITEM 5
INITIAL FEES

Franchise Fee

The standard franchise fee for a 20-year Franchise Agreement term (including successor Franchise
Agreements) is $50,000. However, the term of the Franchise Agreement may be shorter for non-traditional
Restaurants, as described in Items 1 and 7 of this disclosure document, or where property control is for a
shorter period. The franchise fee is prorated for terms of different duration, subject to a minimum, which
is currently $15,000, except with respect to a Delivery Restaurant which has a franchise fee of $2,500. The
franchise fee is fully earned when we sign the Franchise Agreement or TRA/MTRA, as discussed below
and is not refundable. Unless otherwise indicated, the franchise fee is always due in full before the
Restaurant opens for business, and is not refundable. (For a successor Franchise Agreement, you must pay
the fee at the time you sign the successor Franchise Agreement.)

Application Fee

In order to apply for a franchise for a BURGER KING Restaurant, you must complete and submit
a Franchise Application(s) (Exhibit B1) and pay an application fee of $250 per individual applicant even
if the owner will be an entity and $5,000 for Entity ownership. Each Entity applicant must complete an
Entity Application (Exhibit B2). This fee is nonrefundable.

We currently offer the following programs under which we will lower the standard franchise fee or
require you to pay a deposit which may be credited towards your franchise fee. We may discontinue any
of these programs at any time. These programs do not apply to Delivery Restaurants.

Development Incentive Programs

2022 Multi-Unit New Development Incentive Program

This program is only open to “Qualifying Franchisees” who agree, among other things to build at
least 3 to 6 new traditional Restaurants and certain non-traditional Restaurants (excluding captive and
institutional locations) in the BKoT Image over a 1- to 3-year period. If you qualify for this program you
must sign our Multiple Target Reservation Agreement (“MTRA”) (Exhibit C2) and any other documents
we require by January 31, 2023. We will negotiate with you the number of Restaurants you must open each
year but all Restaurants must open by November 30 of each year. These Restaurants will qualify for
reduced royalty rates and advertising contributions. The amount of the reduction will depend on the year
in which the Restaurants are to be opened. (See Item 6 for more information.)

Within 60 days of signing the MTRA, you must pay us a nonrefundable deposit equal to the number
of Restaurants you agree to open in the first and last year under the MTRA multiplied by $50,000. Of this
deposit, $50,000 will be applied to the standard franchise fee due for each Restaurant you open in the first
and last year under the MTRA. If you fail to open a Restaurant when required under the MTRA, we will
extend the date to open that Restaurant to December 31 of the term year in which the Restaurant was
originally scheduled to be opened. If you fail to open by December 31 of the term year in which the
Restaurant was originally scheduled to be open, the royalty rate and advertising contribution for that
Restaurant shall be the then current royalty rate and advertising contribution, you must pay the then standard
franchise fee due for that Restaurant, and you will forfeit all deposits paid. If you fail a second time to open
a Restaurant by the time specified in the MTRA, or any extended date we agree to, the MTRA will terminate
and any incentives you may be receiving under this program for Restaurants opened under the MTRA will
terminate and the royalty will increase to the then current royalty rate and the advertising contribution for
the remainder of the term for each of these Restaurants, effective immediately upon the second opening
failure.

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 If you are receiving benefits under another program, you will not be eligible for this program.
Copies of the addenda to the MTRA and the Franchise Agreement you will sign for this program are
attached at Exhibits K1 and K2.

Prior Incentive Programs.

In the past, we have offered various programs under which various fees were reduced. Although
we no longer offer these programs, because Franchisees in these programs must sign various agreements
under the program, we have included those documents at Exhibits K3 – K4, L1 – L3, S1 – S6, and T1 –
T7.

Other Initial Fees

Franchise Fee Deposit.

You must sign a TRA (Exhibit C1) or an MTRA (Exhibit C2) if you wish to specify "Target
Area(s)" (as defined in the TRA or MTRA) to search for potential sites to develop one or more Restaurants.
When you sign the TRA, you pay a deposit of $5,000 (“TRA Deposit”) for the Restaurant opening
committed. When you sign the MTRA, you pay a deposit of $10,000 (“MTRA Deposit”) multiplied by the
number of Restaurant openings committed. These amounts may be different if you are signing an MTRA
or TRA under one of the programs described above. You may want to pursue more targets than the number
of Restaurant openings committed to in the TRA or MTRA. We may grant you approval to pursue
additional Target Areas without requiring an additional deposit. The MTRA will typically grant you more
Target Areas than Restaurant openings that you commit to. We will credit the TRA Deposit or MTRA
Deposit against the initial franchise fee upon opening of the Restaurant, assuming the franchise fee is greater
than the TRA Deposit or MTRA Deposit. We may waive the deposit for Institutional Target Areas and in
limited special situations. Under the MTRA and TRA the deposit will be non-refundable, unless you decide
not to exercise your option to develop a Restaurant in the Target Area that we have proposed to you for
development either for ourselves or for a third party. In this case, we can terminate the TRA or MTRA, as
applicable, and refund your remaining deposit. Failure to utilize a Target Area due to 1) our disapproval
of the Site within the Target Area or disapproval of a Target Area in an MTRA; 2) significant real estate
constraints; 3) development of a neighboring restaurant rendering the Target Area economically unviable;
or 4) failure to obtain permits, will result in the deposit being applied to a substitute Target Area.

We have the sole discretion to decide whether to grant you a TRA, MTRA or a franchise. For
example, we do not grant TRAs or MTRAs for Delivery Restaurants. We also have the sole discretion to
determine the number of additional targets above the opening commitment that can be added to the MTRA.
We are not obligated to grant a TRA or MTRA to you even if you have the financial, legal and operational
capacity to develop and operate a Restaurant. For Target Areas, we may require you to pay for a "Sales
Transfer Study" before we decide whether to approve development at the location. The fee for any Sales
Transfer Study is non-refundable (see Item 6). If you decide not to exercise your option to develop a
Restaurant in the Target Area that we have proposed to you for development either for ourselves or for a
third party, you will also waive your right to a Sales Transfer Study for that Restaurant.

Area Development Agreements.

As described in Item 12 of this disclosure document, we occasionally grant Area Development

Agreements or exclusive MTRAs. The terms are subject to negotiation. Generally, a development fee is
paid, and there may be other financial and operational commitments, as agreed upon by the parties. Under
an Area Development Agreement, unless we otherwise agree, you must prepay all of the initial franchisee
fees you would pay for each Restaurant you commit to develop under the Area Development Agreement
upon signing the Area Development Agreement. The amount is paid in installments with the first
installment due and payable on the date of Area Development Agreement. The remaining amount is paid

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03/2022 Page 21
in installments over a 4 year period. These amounts will be credited towards the initial franchise fees
payable by you as you develop Restaurants under the Area Development Agreement until exhausted. These
agreements are typically granted only to sophisticated, highly experienced Franchisees.

Training Fees.

As described in Item 11 of this disclosure document, each Franchisee or applicant (or appropriate
individual(s)) must complete certain training before being approved by us to operate a Restaurant. Some
of these courses may require payment of a nonrefundable materials or course fee to us or a third party. The
fees for the first trainee is $7,500 and $3,000 for each additional trainee for the required training.

If you transfer your Restaurant to a buyer who is not a Franchisee, you must pay a nonrefundable
$7,500 new franchisee training fee with the transfer of the first Restaurant involved in the transaction. This
fee is separate from charges for course materials or course fees.

Sale of BKC's Leasehold Interest.

We may sell our leasehold interest in a property under development to you to be developed on a
DTL basis. You must then reimburse us for certain costs in connection with development of the site,
including engineering, title, architectural, permitting or other fees, and a reasonable fee to us for expenses
and work performed.

We generally require that you construct your Restaurant on real estate that you own or lease. If
you are constructing a Restaurant on real estate that you own or lease, unless we approve otherwise in
writing, you must purchase all leasehold improvements and building components from a supplier we have
approved. In all instances, we or our affiliate or a supplier we approve will supply various equipment,
fixtures and signage. The cost will be site specific and will depend on the square footage of the Restaurant,
the existing condition of the Restaurant premises, and your choice of items to be supplied. In rare
circumstances, we may offer to construct all leasehold improvements and the cost of leasehold
improvements may be reflected in the rent for the Restaurant premises. In those situations where we are
selling a Restaurant constructed on real estate that we or one of our affiliates own or lease, we or one of our
affiliates will, in most situations, lease the Restaurant premises directly to you, or lease the Restaurant
premises from the landlord and then sublease the premises to you.

Nonrefundable Payments.

Except as otherwise noted, the fees and payments described above are nonrefundable.

Reduced Franchise Fee.

In certain other limited circumstances, we may reduce or waive the franchise or successor fee. For
example, we have waived or reduced these fees in certain situations where franchisees are: (i) taking over
the operations of a Restaurant from an existing franchisee that has had financial difficulties; or
(ii) reopening a Restaurant that has recently closed.

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 ITEM 6
OTHER FEES

TYPE OF FEE1 AMOUNT DUE DATE REMARKS

Royalty2 4.5% of monthly Payable monthly on See Note 2.
Gross Sales2 10th day of next
month
Advertising3 4% of monthly Same as Royalty Same as Royalty
Gross Sales3
4
Rent (where property Varies Base Rent: Payable in Rents we charge are net of all taxes,
4
leased from us) advance on the 1st costs, common area maintenance
day of each month. charges, expenses, insurance, and other
Percentage Rent: As charges, all of which you must pay in
agreed addition to rent.
Building Improvement $500 per month Payable on 1st of We will hold building improvement
Payments (certain each month payments and interest accruing on
BKLs only) them. We will use these funds to
reimburse the lessee for the cost of
certain types of building improvements
made by the lessee. If you default
under the lease, we may use them to
compensate the lessor for any damages
suffered by the lessor as a result of
your default.
Service Desk Fee $190-$240 per year Payable on demand If we provide Franchisees with
per Restaurant centralized IT support for technical
issues via a centralized technical
service desk.
Late charges/ interest Lesser of 18% per Payable on demand Royalty, advertising, lease and other
annum or maximum payments not paid timely are subject to
rate allowed by a late charge/interest.
Florida law
Stamp tax Currently $0.35 per Payable on demand If we provide you any financing, you
$100. must also pay a stamp tax fee to the
State of Florida on all instruments
signed or delivered in the State of
Florida.
Transfer of Interests $2,000 for the first Payable on sale of The amount of this fee depends on the
Restaurant and $500 franchise or other number of Restaurants or interests in
for each additional transfer Restaurants that are being transferred
Restaurant. in the transaction.

If we facilitate the execution of an

Intercreditor Intercreditor Agreement.
Agreement (if we
agree to sign):
$2,000

Item 6
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 TYPE OF FEE1 AMOUNT DUE DATE REMARKS
Application Fee $250 per individual Payable when you
applicant submit a Franchise
Application
Up to $5,000 per
Entity applicant
New Franchisee $7,500 Payable when you Applies to transfers from an existing
Training Fee sell the franchise franchise to a buyer who is not
currently a Franchisee.
5
Entity or LLC Fee Up to $5,000 per Transfer fee is
Entity; plus up to payable at the time of
$1,000 per conversion.
Restaurant Application fee is
transferred to Entity payable when the
or LLC application is
submitted.
Franchise Extension $2,500 annually Payable when you We are not obligated to extend or
Fee sign the extension renew your Franchise Agreement.
agreement
Investment Spending Up to 2% of Gross Payable monthly on The exact amount will be determined
(marketing) Sales 10th day of next collectively by the Franchisees in the
month Designated Market Area (“DMA”)
where your Restaurant is located. A
copy of the forms of the Investment
Spending contracts are attached as
Exhibit I1 to this disclosure
document.
Sales Transfer Study $2,600 - $8,000 Paid to vendor or to We may require a sales transfer study
Per Restaurant us if a reimbursement in connection with reviewing a
proposed site that could impact other
franchised locations in close proximity
to the proposed site. We decide who
will pay the cost of the study: the
developing Franchisee, the objecting
Franchisee, or us.
Sales Impact Varies As agreed Your contribution in this situation
6
Contribution would be as agreed with us based on
the particular circumstances, typically
a percentage of the total costs, with or
without a cap.

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 TYPE OF FEE1 AMOUNT DUE DATE REMARKS
Gift Card Services Set-up fee: $40 for Paid to the supplier We require all U.S. Franchisees to sell
each Restaurant who then pays the and accept the BK® Crown Card in
Transaction Fees to Restaurants (“Gift Card”). To
Transaction Fee: us participate in the Gift Card program,
Estimated 1.8% of you sign a participation agreement
any redeemed sales, with the vendor.
may increase or
decrease no more
than one time per
year, the minimum
and maximum
Transaction Fee will
be 0.5% and 3.5% of
redeemed sales,
respectively.
BK® University / $560 annually Payable on demand In support of BK® University (or
Support & Training other required eLearning Platform) and
Material other support or training material.
These services are provided by third-
party vendors in support of Restaurant
operations. This does not include BK
University Instructor Led Training.
Digital App License Currently $0.30 per Payable on the 10th For access and use of technology
Fee7 digital transaction day of each month for platforms that we provide that enable
the prior month you to provide ordering, delivery, and
loyalty program services via the
BURGER KING® mobile app or
website
Miscellaneous Varies As agreed For certain training programs we
Reimbursements, provide, we may require you to pay a
Purchases, Services materials or course fee. You must
reimburse us for expenses we incur or
amounts we pay for which you are
responsible, and you must pay us as
agreed if you purchase any incidental
goods or special services from us.
Follow Up Walk-Thru $1,500 Payable on demand If you indicate that a remodel has been
completed at the Restaurant and we
then determine that it is not
substantially complete and we conduct
a follow-up walk-thru.
One Time Cure Fee TRA: $10,000 Payable at the time In addition to paying the One Time
MTRA: Balance of you fail to meet the Cure Fee, you must obtain site and
the Franchise Fee development construction approval and open by the
multiplied by the schedule under the extended dates granted by us.
number of TRA or MTRA
Restaurants not
developed pursuant
to the schedule

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 TYPE OF FEE1 AMOUNT DUE DATE REMARKS
Remodel Default Monthly amount Payable 1st of each This payment begins on the date of the
Payments equal to $4,000 month remodel default and continues monthly
multiplied by the until the earlier of the date you cure
number of the remodel default by completing the
Restaurant remodels remodel or the expiration of the
that you fail to Franchise Agreement for the
timely complete in Restaurant.
connection with the
purchase from us of
Restaurants we own.
Deferred Remodel Royalty rate Payable monthly on The 6.0% Royalty rate applies if you
Default Payments increases to 6.0% or 10th day of next are not remodeling a Restaurant under
7.5% if you fail to month until the date one of our prior incentive programs.
complete the we confirm that the
remodel to our remodel meeting our The 7.5% Royalty rate applies if you
specifications by the specifications is are remodeling a Restaurant under one
date specified in the complete. of our prior incentive programs.
agreement with us.
Audit Expenses Cost of audit Within 15 days after If we conduct an audit and find that
receipt of audit report you understated your Gross Sales by
more than 2% for any period.
Indemnity The losses and If incurred, on You must indemnify and reimburse us
expenses we incur demand for our costs and any judgment if we
are sued for claims relating to the
operation of your Restaurant. Your
indemnification obligations include
liabilities from third party claims
arising out of the Services Agreement,
including misappropriation of our
rights in the services or technology
under that agreement. You must also
reimburse us for costs we incur in
enforcing the agreements if you default
or if you sue us (unless you are found
to be in compliance with the
agreements).
Costs and Attorneys' Will vary under Immediately after If we are successful in any legal action
Fees circumstances notice from us we bring against you or any legal
action you bring against us. You must
also pay a $2,500 arbitration deposit if
we and you are involved in a new
Restaurant dispute.
Background Check Fee $280 - $15,000 Payable on demand Typically, $280 for U.S. applicants,
$500 for Canadian applicants and
$1,000 - $15,000 for international
investors.

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 TYPE OF FEE1 AMOUNT DUE DATE REMARKS
BK Foundation $1,000 per Payable on demand You must purchase or fundraise at
Scholarship Restaurant per year least one $1,000 scholarship for each
year of the term of the Restaurants’
franchise agreement.
Brand Damage Fee Amount of the next Upon demand If we terminate your Area
installment of initial Development Agreement before
franchise fees you expiration. We can also retain any
were required to pay initial franchise fees paid under Area
to us under the Area Development Agreement.
Development
Agreement before
the date of
termination.

FOOTNOTES:

1. General. All payments to us are to be made in Miami, Florida unless otherwise noted. We expect
that fees payable under Franchise Agreements described in this disclosure document will generally
be uniform or within the designated parameters. However, we reserve the right to vary fees as a
result of negotiations and to waive or refund fees as it deems appropriate. In addition, Franchisees
who have signed Franchise Agreements before the date of this disclosure document may pay
different fees than the fees in this chart. None of these fees are imposed by a cooperative nor are
they refundable. The Franchise Agreement and the BKL lease agreement provide, at our option,
for payment of amounts owed by direct monthly withdrawal from your bank account or through an
electronic payment method.

“Gross Sales” includes all sums charged by you for goods, merchandise or services sold at or from
the Restaurant, including all premiums unless exempted by BKC. If we approve the sale of
BURGER KING® products away from the Restaurant, they will be included within the definition
of Gross Sales. Gross Sales excludes any federal, state, county or city tax, excise tax, or other
similar taxes collected by you from customers based upon sales, and cash received as payment in
credit transactions where the extension of credit itself has already been included in the figure upon
which the royalty and advertising contribution is computed.

2. Royalty Rate. We offer a number of programs that will reduce this rate as described below:

2022 Multi-Unit New Development Incentive Program.

If we have accepted you into this program, the royalty rate for each Restaurant (excluding captive
and institutional locations) you develop and open in the BKoT Image under the MTRA you sign
will be as follows:

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 and After

Royalty Royalty Royalty Royalty Royalty Royalty
2.5% 3.0% 3.5% 3.5% 4.0% 4.5%

If you fail to open a Restaurant when required under the MTRA, and assuming that this Restaurant
is not the last Restaurant you are to open under the MTRA, we will extend the date to open that

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 Restaurant to December 31st of the term year in which the Restaurant was originally scheduled to
be opened. If you fail to open by December 31 of the term year in which the Restaurant was
originally scheduled to be open, the royalty rate and advertising contribution for that Restaurant
shall be the then current royalty rate and advertising contribution, you must pay the then standard
franchise fee due for that Restaurant, and you will forfeit all deposits paid. If you fail a second time
to open a Restaurant when required under the MTRA or any extended date to which we agree, the
MTRA will terminate immediately and the royalty rate and advertising contribution will increase
to the then current royalty rate and advertising contribution for all existing Restaurants opened
under the MTRA for the remainder of the term of the franchise agreement. A copy of the Addendum
and other agreements you will sign for the DIP Program are attached as Exhibits K1 and K2.

Prior Programs. In the past, we have offered programs under which various fees were reduced.
Although we no longer offer these programs, because Franchisees in these programs must sign
various agreements under the program, we have included these documents as Exhibits K3-K4, L1
– L3, S1 – S6, and T1 – T7.

If you are remodeling your Restaurant under the BKoT Incentive Program and you are unable to
include a Double Drive Thru at the Restaurant due to your inability to (a) obtain permitting from
the appropriate government agency, (b) obtain approval from your landlord, or (c) accommodate
the Double Drive Thru due to site restrictions at the Restaurant, we will reduce the number of years
of both the Royalty and Advertising Contribution incentive.

Area Development Agreement.

For each Restaurant opened under an Area Development Agreement, we may offer reduced royalty
rates from those in our then-current form of Franchise Agreement depending on various factors,
including the development year in which the Restaurant is opened. The terms are subject to
negotiation. However, if you fail to meet your cumulative number of Restaurants to be open by
the end of a specific development year as set in your Area Development Agreement’s development
schedule, then we may at our option charge you a royalty rate equal to the greater of 4.5% of
monthly Gross Sales or the then-current royalty amount charged by us in the U.S. for monthly
royalties for the entire term of the Franchise Agreement for all Shortfall Restaurants. “Shortfall
Restaurants” are all Restaurants developed and opened during the development year following the
development year in which you failed to meet your cumulative number of Restaurants until the
number of Shortfall Restaurants has been reached. Further, if you fail to meet your cumulative
number of Restaurants to be open by the end of a specific development year as set in your Area
Development Agreement’s development schedule, we may terminate the Area Development
Agreement and the royalty rates for all Restaurants developed by you under the Area Development
Agreement will be equal to the greater of 4.5% of monthly Gross Sales or the then-current royalty
amount charged by us in the U.S. for monthly royalties. Any existing Restaurants that we granted
you the right to open and operate in the development territory before or upon signing the Area
Development Agreement do not count toward fulfilling your development obligations or meeting
your development schedule.

3. Advertising. We require Franchisees to pay us an advertising contribution equal to a percentage of

Gross Sales. We use Franchisees’ advertising contributions to pay for various types of expenses
related to advertising and promotion, including market research; creative, production, and other
costs incurred in connection with the development of advertising; sales promotions; public
relations; media costs; and administrative expenses. We decide on the allocation of advertising
contributions among national, regional and local markets. The required advertising contribution is
4% of Gross Sales, unless you are participating in a program that decreases that amount or are
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 operating a Restaurant that qualifies for a lower contribution. For example, if you are participating
in one of the programs described below, your Restaurant may qualify for a reduced advertising
contribution.

2022 Multi-Unit New Development Program

If you are participating in the 2022 Multi-Unit New Development Program, each Restaurant
(excluding captive and institutional locations) opened under the MTRA will qualify for the
following reduced advertising contribution depending on the term year it is to be opened under the
MTRA (however, if in any given term year, you fail to open one or more Restaurants when required
under the MTRA, your advertising contribution may differ as provided in Footnote 2 above):

Year 6 and
Year 1 Year 2 Year 3 Year 4 Year 5
After
Advertising Advertising Advertising Advertising Advertising
Advertising
Contribution Contribution Contribution Contribution Contribution
Contribution
2.0% 2.5% 3.0% 3.0% 3.5% 4.0%

4. Rent. If BKC leases you the Restaurant premises (land and building), it is a “BKL.” If BKC leases
you the land only, it is a “BKG.” If you own the Restaurant premises or lease them from a third
party, it is a “DTL.” The calculation of the rent due to us varies depending on the circumstances.
In those instances where we agree to acquire a location and lease it to you, with or without a
developed facility, your rent will generally be determined as follows: If we own the property, the
minimum annual rent is typically 10% of the capitalized site acquisition costs and, if applicable,
construction costs, against a designated percentage of annual Gross Sales. The minimum annual
rent will increase by 12% every 5 years for those leases where we own the property. If we lease
the property, the minimum annual rent you pay is typically 125% of the rent paid by us plus 10%
of the capitalized site acquisition and construction costs, against a designated percentage of annual
Gross Sales. If any underlying master lease contains an escalation clause, your rent will be
increased by 125% of the escalation. In addition to the minimum annual rent you will pay
percentage rent which is typically 8.5% of monthly Gross Sales up to $133,333.33 and increases to
10% on monthly Gross Sales above $133,333.33 per month in excess of the monthly installment of
the guaranteed minimum annual rent to be paid for each month.

For BKLs where we sell a Restaurant we own to you and lease you the land and building, your rent
will generally be determined as follows: If we own the property, the minimum annual rent is
typically the higher of: (i) 10% of the capitalized site acquisition costs and, if applicable,
construction costs, against a designated percentage of annual Gross Sales; or (ii) 8.5% of trailing
twelve months' Gross Sales, against a designated percentage of annual Gross Sales. The minimum
annual rent will increase by 12% every 5 years for those leases where we own the property. If we
lease the property, the minimum annual rent you pay is typically 125% of the rent paid by us, plus
10% of the capitalized site acquisition and construction costs, against a designated percentage of
annual Gross Sales. If any underlying master lease contains an escalation clause, your rent will be
increased by 125% of the escalation. In addition to the minimum annual rent you will pay
percentage rent which is typically 8.5% of monthly Gross Sales up to $133,333.33 and increases to
10% on monthly Gross Sales above $133,333.33 per month in excess of the monthly installment of
the guaranteed minimum annual rent to be paid for each month.

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 The rent you pay on a BKL when you enter into a successor Lease Agreement will generally be
determined as follows. If we own the property, the minimum annual rent you pay initially shall be;
(i) the greater of 85% of the trailing twelve months rent paid or (ii) 12% increase on current base
rent for a term of 5 years, and then, the minimum annual rent will increase by 12% every 5 years.
If we lease the property, the minimum annual rent you pay is typically the greater of 125% of the
rent paid by us or 85% of the trailing twelve month rent paid. If any underlying master lease
contains an escalation clause, your rent will be increased by 125% of the escalation amount. In
addition to the minimum annual rent, you will pay percentage rent which is typically 8.5% of
monthly Gross Sales up to $133,333.33 and increases to 10% on monthly Gross Sales above
$133,333.33 per month in excess of the monthly installment of the guaranteed minimum annual
rental to be paid for each month.

If you default under the lease, you pay the full amount of the rent and additional charges that would
have accrued for the balance of the lease term. You may have to pay the cost of re-letting the
premises, plus costs and attorneys' fees spent by us to enforce the terms of the lease. If you do not
repair or maintain the premises we can have the work done and charge you for those costs.

5. Entity or LLC Application Fees. An existing Franchisee who seeks to qualify to convert to an
Entity ownership structure under BKC's then-current Entity Guidelines must file a distribution plan
application with BKC and pay an application fee and a conversion fee. The application fee is
currently $5,000 per Entity, but if the same Managing Owner applies to establish another Entity
with a substantially similar ownership structure, the application fee will be reduced to $1,000 for
each proposed Entity after the first one. In addition, Franchisee must pay a fee for each existing
Restaurant that is converted to an approved Entity. The conversion fee for each Restaurant
converted at the same time is $1,000 for the first 10 Restaurants; no additional fee for Restaurants
11 through 20; and $500 for the 21st and each additional Restaurant.

Currently, we permit existing Franchisees under an Individual Franchise Agreement to apply for
the right to assign the franchise to a limited liability company ("LLC") without converting to the
Entity form of Franchise Agreement. There is a processing fee of $2,500.

If Franchisee seeks to convert an existing Franchise Agreement that is in an Entity ownership

structure ("Entity Franchise Agreements") to an Individual form of Franchise Agreement, the
transfer fee will be $1,000 per Restaurant for the first 10 Restaurants; no additional fee for
Restaurants 11 through 20; and $500 for the 21st and each additional Restaurant.

6. Sales Impact Contribution. We, with the input of the National Franchise Association of BURGER
KING Franchisees, have adopted procedures for resolving development disputes. Development
disputes arise when an existing Franchisee believes that a proposed new Restaurant would have a
significant adverse effect on the sales and profitability of its existing Restaurant. We have sole
discretion to decide whether the proposed new Restaurant will be developed, and whether
development will be by us or by a Franchisee. The procedures provide for mediation and allow for
a monetary award by an arbitrator to an existing Franchisee who proves substantial adverse impact
as a result of the new Restaurant opening.

If there is a development dispute concerning your proposed new Restaurant, we may, among other
options, decide not to allow you to develop the new Restaurant, or to allow you to develop the new
Restaurant, but only on the condition that you agree to contribute to the costs of resolving the
development dispute, including attorneys' fees, amounts paid to settle the dispute, and any
compensation awarded. Depending on when and how the development dispute is resolved, your

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 contribution could be payable to us in whole or in part from approximately three months to two
years or more after the new Restaurant opens.

7. Digital App License Fee. You must sign a Digital App Services Agreement under which we grant
you a license to access and use the technology platforms that enable you to provide ordering,
delivery, and loyalty program services via the BURGER KING® mobile app or website. This fee
applies to certain digital transactions that occur through the BURGER KING® mobile app or
website, including orders placed through the BURGER KING® mobile app or website, redemption
of digital offers (including coupons), and the accumulation of loyalty points. After May 1, 2023,
we can increase or decrease this fee once per year to cover our costs and expenses in providing and
expanding these technology platforms in our sole discretion. You may not deduct any digital app
license fees from the calculation of Gross Sales, and any digital app license fees are in addition to
any recurring fees or other amounts payable by you (including any royalties or advertising
contributions). You will pay this fee monthly based on the number of eligible transactions in the
preceding calendar month. The Digital App Services Agreement you must sign is attached at
Exhibit V.

If you request special services or opportunities beyond those we generally provide, we may provide them
if you pay us for those services.

[THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]

4873-0205-0820, v. 4

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 ITEM 7
ESTIMATED INITIAL INVESTMENT

The following tables show our current estimates of the initial investment likely to be required to
develop and open various configurations of Restaurant facilities.

Traditional Facility: A self-contained, full size Restaurant located and operated on a site as a
freestanding building. A Traditional Restaurant does not share any common areas with any other businesses
and serves the standard approved menu for BURGER KING Restaurants.

Institutional Locations: "Institutional Locations" are typically Non-Traditional facilities and

include government buildings and facilities, medical facilities, airports, train and bus stations, sports
facilities, factories, corporate campuses, turnpikes, limited access toll roads, theme parks, zoos, casinos and
educational facilities. The owner of an Institutional location may or may not be the operator of those
Restaurants.

Non-Traditional Facility: A Restaurant that may be located at a site that includes other
businesses, such as retail, food service, gas stations, convenience stores, other franchised businesses or
restaurants or other similar facilities. The Restaurant operated at this site may be a full size, Modular Retail
System (“MRS”), Food court, Co-brand, In-line, or Big-Box facility and may or may not have dedicated
seating. The following are examples of Non-traditional Facilities:

Co-brand: At certain locations, this Restaurant will share the building with other concepts,
such as other restaurants, retail, and oil and gas facilities. We must specifically approve the concept that
will share the site with a co-branded Restaurant. All costs reflect the Restaurant business and facility only.
Costs associated with any co-branded business at the location are not shown

In-line: A Restaurant is “in-line” if it is in a building that has other businesses to one or

both sides. Size, menu and production capabilities may vary. Occupancy costs generally include common
area maintenance charges.

End-Cap: An In-line where the Restaurant is located at the far end of the building.

Food court: This Restaurant will be located inside a shopping center, college, airport or
other closed environment. It usually has a common dining area. Occupancy costs generally include
common area maintenance charges.

MRS: The MRS units have limited production capability and generally offer a limited
menu which can vary by location.

Big-Box: The Restaurant will be located inside the retail outlet of a big-box retailer.

Delivery: A Restaurant operated at a food preparation and cooking facility located within
a building or other enclosed structure, which may also include other food service concepts or restaurants.
This facility will have a limited menu and is established for the preparation of meals for delivery or pickup
only.

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 YOUR ESTIMATED INITIAL INVESTMENT

Traditional Facility

Freestanding To Whom
Estimated Range Method of
Type of Expenditure a When Due Payment Is
Payment
Low High To Be Made
Franchise Fee 1 $50,000 $50,000 lump sum execution BKC
Training and Travel and Living
$7,500 $25,000 as arranged as incurred vendor
Expenses 2
lessor/
Real Property / Occupancy Charge 3 $300,000 $1,200,000 as arranged as incurred
vendor
Civil & Architectural Drawings /
$20,000 $100,000 as arranged as incurred vendor
Professional Fees 4
Zoning Expenses 5 $5,000 $25,000 as arranged as incurred vendor
6
Improvements / Construction $900,000 $1,600,000 as arranged as incurred contractor
Landscaping 7 $25,000 $60,000 as arranged as incurred lessor
Equipment 8 $199,600 $294,600 as arranged as incurred vendor
Décor Package 9 $45,000 $95,000 as arranged as incurred vendor
Signage & Drive Thru 10 $66,000 $166,000 as arranged as incurred vendor
Pre-Opening Wages 11 $62,700 $67,100 as arranged as incurred employees
Opening Inventory 12 $6,000 $12,000 as arranged as incurred vendor
Cash, Inventory Control and Order
$35,000 $110,000 as arranged as incurred vendor
Taking System 13
Insurance 14 $14,000 $25,000 as arranged as incurred broker
Working Capital / Additional Funds 15 $45,000 $90,000
city, utility
Business Licenses, Utility Deposits,
$10,000 $30,000 as arranged as incurred company,
Lease Deposits and Payments 16
lessor
2-Story Interior Playground 17 $0 $245,000 as arranged as incurred vendor
Total Estimated Initial Investment 18 $1,790,800 $4,194,700

a. These payments are non-refundable.

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 YOUR ESTIMATED INITIAL INVESTMENT

Non-Traditional Facility

Co-Brand In-Line / End Cap To Whom

Method
Estimated Range Estimated Range When Payment
Type of Expenditure a of
Due Is To Be
Payment
Low High Low High Made
Franchise Fee 1 $25,000 $50,000 $25,000 $25,000 lump sum execution BKC
Training and Travel and as as
$7,500 $25,000 $7,500 $25,000 vendor
Living Expenses 2 arranged incurred
Real Property / Occupancy as as
$50,000 $125,000 $90,000 $300,000 lessor
Charge 3 arranged incurred
Civil & Architectural
as as
Drawings / Professional $20,000 $40,000 $20,000 $60,000 vendor
arranged incurred
Fees 4
as as
Zoning Expenses 5 $2,000 $15,000 $2,000 $15,000 vendor
arranged incurred
Improvements / as as
$250,000 $600,000 $200,000 $800,000 contractor
Construction 6 arranged incurred
as as contractor
Landscaping 7 $5,000 $10,000 $0 $2,000
arranged incurred / lessor
as as
Equipment 8 $199,600 $294,600 $199,600 $294,600 vendor
arranged incurred
as as
Décor Package 9 $15,000 $50,000 $5,000 $55,000 vendor
arranged incurred
as as
Signage & Drive Thru 10 $26,000 $95,000 $26,000 $95,000 vendor
arranged incurred
as as
Pre-Opening Wages 11 $41,800 $46,200 $41,800 $46,200 employees
arranged incurred
as as
Opening Inventory 12 $6,000 $8,000 $6,000 $8,000 vendor
arranged incurred
Cash, Inventory Control
as as
and Order Taking System $35,000 $110,000 $35,000 $110,000 vendor
13 arranged incurred
as as
Insurance 14 $10,000 $14,000 $10,000 $14,000 broker
arranged incurred
Working Capital /
$45,000 $90,000 $45,000 $65,000
Additional Funds 15
city,
Business Licenses, Utility
as as utility
Deposits, Lease Deposits $15,000 $30,000 $4,000 $10,000
arranged incurred company,
and Payments 16
lessor
Total Estimated Initial
$752,900 $1,602,800 $716,900 $1,924,800
Investment 18

a. These payments are non-refundable.

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 YOUR ESTIMATED INITIAL INVESTMENT

Non-Traditional Facility

To Whom
Method
Mall Food Court Indoor MRS When Payment Is
of
Type of Expenditure a Estimated Range Estimated Range Due To Be
Payment
Made
Low High Low High
lump
Franchise Fee 1 $15,000 $50,000 $15,000 $50,000 execution BKC
sum
Training and Travel as
$7,500 $25,000 $7,500 $25,000 as incurred vendor
and Living Expenses 2 arranged
Real Property / as
$80,000 $125,000 $90,000 $150,000 as incurred lessor
Occupancy Charge 3 arranged
Civil & Architectural
as
Drawings / $20,000 $40,000 $20,000 $40,000 as incurred vendor
arranged
Professional Fees 4
as
Zoning Expenses 5 $1,000 $3,000 $1,000 $3,000 as incurred vendor
arranged
Improvements / as
$150,000 $350,000 $25,000 $100,000 as incurred contractor
Construction 6 arranged
as
Equipment 8 $173,600 $269,600 $84,600 $194,600 as incurred vendor
arranged
as
Décor Package 9 --- --- $0 $15,000 as incurred vendor
arranged
Signage & Drive-Thru as
10 $10,000 $20,000 $3,000 $5,000 as incurred vendor
arranged
as
Pre-Opening Wages 11 $40,700 $45,100 $30,800 $33,000 as incurred employees
arranged
as
Opening Inventory 12 $6,000 $10,000 $2,500 $3,000 as incurred vendor
arranged
Cash, Inventory
as
Control and Order $35,000 $110,000 $35,000 $110,000 as incurred vendor
arranged
Taking System 13
as
Insurance 14 $8,000 $14,000 $8,000 $14,000 as incurred broker
arranged
Working Capital /
$45,000 $65,000 $15,000 $35,000
Additional Funds 15
Business Licenses,
city, utility
Utility Deposits, Lease as
$8,000 $25,000 $6,000 $15,000 as incurred company,
Deposits and Payments arranged
16 lessor
Total Estimated Initial
$599,800 $1,151,700 $343,400 $792,600
Investment 18

a. These payments are non-refundable.

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 YOUR ESTIMATED INITIAL INVESTMENT

Non-Traditional Facility

Big-Box To Whom
a Estimated Range Method of
Type of Expenditure When Due Payment Is To
Payment
Low High Be Made

Franchise Fee 1 $25,000 $50,000 lump sum execution BKC

Training and Travel and Living Expenses
2 $7,500 $25,000 as arranged as incurred vendor

Real Property / Occupancy Charge b $3,500 $30,000 as arranged as incurred lessor

Civil & Architectural Drawings /
$20,000 $30,000 as arranged as incurred vendor
Professional Fees 4
Construction 6 $200,000 $350,000 as arranged as incurred vendor
Equipment 8 $150,000 $220,000 as arranged as incurred vendor
Décor & Signage 9, 10 $10,000 $30,000 as arranged as incurred vendor
Pre-Opening Wages 11 $40,700 $45,100 as arranged as incurred employees
Opening Inventory 12 $6,000 $10,000 as arranged as incurred vendor
Cash, Inventory Control and Order
$35,000 $110,000 as arranged as incurred vendor
Taking System 13
Insurance 14 $8,000 $14,000 as arranged as incurred broker
Working Capital / Additional Funds 15 $45,000 $65,000
Business Licenses, Utility Deposits, city, utility
$8,000 $25,000 as arranged as incurred
Lease Deposits and Payments 16 company, lessor
Total Estimated Initial Investment 18 $558,700 $1,004,100

a. These payments are non-refundable.

b. The low range assumes you are opening a Small Footprint Restaurant. These are the projected
ranges for 3 months of rent. Rent costs will vary between $35 and $200 per square foot including
CAM. We estimated you will occupy between 300 and 2,500 square feet.

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Non-Traditional Facility

To Whom
Delivery Restaurant Method of
When Due Payment Is To Be
Type of Expenditure a Estimated Range Payment
Made
Low High

Franchise Fee 1 $2,500 $2,500 lump sum execution BKC

Training and Travel and

$7,500 $25,000 as arranged as incurred vendor
Living Expenses 2
Real Property / Occupancy
$3,500 $30,000 as arranged as incurred lessor
Charge 3
Civil & Architectural
$0 $0 as arranged as incurred vendor
Drawings / Professional Fees 4

Zoning Expenses 5 $0 $0 as arranged as incurred vendor

Improvements / Construction 6 $0 $0 as arranged as incurred contractor

Landscaping 7 $0 $0 as arranged as incurred contractor / lessor

Equipment 8 $85,000 $175,000 as arranged as incurred vendor

Décor Package 9 $0 $7,500 as arranged as incurred vendor

Signage & Drive-Thru 10 $0 $7,500 as arranged as incurred vendor

Pre-Opening Wages 11 $27,500 $44,000 as arranged as incurred employees

Opening Inventory 12 $5,000 $7,500 as arranged as incurred vendor

Cash, Inventory Control and

$35,000 $110,000 as arranged as incurred vendor
Order Taking System 13

Insurance 14 $14,000 $25,000 as arranged as incurred broker

Working Capital / Additional

$40,000 $90,000
Funds 15
Business Licenses, Utility
city, utility
Deposits, Lease Deposits and $10,000 $20,000 as arranged as incurred
company, lessor
Payments 16
Total Estimated Initial
$230,000 $544,000
Investment 18

a. These payments are non-refundable.

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FOOTNOTES:

1. The actual franchise fee, discussed in Item 5 of this Disclosure Document, may vary with the length of
franchise term. Typically, a 20-year franchise term will have a $50,000 franchise fee and a 10-year
franchise term will have a $25,000 franchise fee. Please see programs listed in Item 5 for more details
as to how your franchise fee may be lower than the amount listed in this Item 7. If you sign a TRA or
a MTRA, you will pay a deposit of $5,000 for the TRA and a deposit of either $5,000 or $10,000 for
the MTRA for each Restaurant to be developed in the Target Area, which is credited against the initial
franchise fee for the Restaurant developed in the Target Area, as long as the franchise fee is at least the
amount of the deposit for the Restaurant developed. If you sign an Area Development Agreement, you
must prepay the initial franchise fees you would pay for each Restaurant you commit to develop under
the Area Development Agreement upon signing the Area Development Agreement, which amounts
will be credited towards the initial franchise fees payable by you as you develop Restaurants under the
Area Development Agreement until exhausted.

2. Based on one person going through the entire mandatory training program, the high estimate assumes
12 trips made in a cost-efficient manner and 45 days of moderate room and board expenses. Your
actual cost of travel and living expenses during the initial training program will vary greatly depending
on your prior training in the BURGER KING® System, your prior restaurant operating experience,
your home location, your training schedule and locations, your mode of travel, and discretionary
choices, as well as whether additional persons attend the training. The low estimate assumes you and
your Restaurant are located in Miami and do not incur travel or living expenses while undergoing
training.

General Comment to Footnotes 3-18: Costs and expenditures associated with non-traditional facilities
will vary greatly due to differences in site location, operational costs or savings associated with co-branding
of businesses like gas stations, convenience stores and other retail and food operations and other similar
factors. The costs and expenditures set out in this Item 7 relate only to the costs associated with establishing
the BURGER KING Restaurant.

3. Costs of commercial leasing vary considerably by location and market conditions. Estimates of lease
costs that might be encountered are as follows: for In-Lines and Delivery Restaurants, $10 - $105 per
square foot, plus common area maintenance ("CAM") at $2 - $60 per square foot; mall food courts, $25
- $130 per square foot, plus CAM at $10 - $70 per square foot. If you buy unimproved property for
your freestanding facility, the cost may range from $300,000 to $1,200,000 in typical situations.

4. You will need to employ an architect or civil engineer to modify our standard plans for your site. Prices
will vary depending on the amount of revision requested by you or your municipality, county or state.

5. You may need to request a zoning variance or otherwise alter current zoning conditions.

6. The costs of construction and improvements will vary according to the condition of the property, the
facility you choose and market conditions.

7. Landscaping costs will vary by site and facility type.

8. The low range equipment costs include BURGER KING Restaurant equipment only. For a Big-Box
retail Restaurant the low range is only for equipment needed to serve a limited menu. You must
purchase or lease all required pieces of equipment. You must purchase major restaurant equipment
through our approved kitchen equipment suppliers, or, in some cases, directly from the approved
manufacturer. Items you need to purchase directly from the manufacturer or from a distributor, but are
not included in the costs above, are a sound system, and security system. Local ordinances affecting
smoke and odor emission may result in special types of equipment that may affect the total price.

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9. You must purchase your decor package from our approved suppliers. Costs will vary depending upon
the number of seats and the mix of tables, chairs, and booths. Outdoor seating is optional and if
approved by us, it may increase your costs between $2,000 and $18,000, depending upon the type of
Restaurant facility. Décor must be in compliance with our Current Image.

10. Signage and drive-thru costs include BURGER KING signage, menu boards, and Drive-Thru Package
components where applicable (preview menu boards, order confirmation unit, and duplex sound
system). The Double Drive Thru is required for all facility types except food courts, in-lines, indoor
MRS and Big Box Retail facilities. A Double Drive Thru may increase your remodel costs between
$80,000 and $120,000. You must install indoor and outdoor signage when applicable. You must
purchase signs and digital menu boards from our approved suppliers. Costs will vary by site and facility
type. Certain enhancements to signage and to the drive-thru package are optional. Drive-thru costs do
not apply to food courts, in-lines, indoor MRS and Big-Box retail facilities.

11. You will incur pre-opening labor expenses for salaried and hourly workers. These expenses will vary
by geography, market conditions and facility type, as well as your business decisions. The estimate
provided assumes that restaurant managers will be paid for 3 months before opening, shift coordinators
will be paid for 10 weeks at 40 hours per week, and other employees will be paid for 2 weeks at 15
hours per week. Your own expenses may differ depending on actual staffing levels, state employer
taxes, wage levels and benefit levels.

12. We estimate that the amounts shown will cover opening inventory.

13. You must buy your own point of sale (“POS”) and inventory control systems including freestanding
kiosks. See Item 11 of this disclosure document. Your actual cost may vary depending on the type of
system you select.

14. Insurance costs vary by insurability of each Franchisee, Restaurant location and facility type. You will
probably be required to pay your entire premium for workers compensation, property and casualty
insurance in advance. The actual needs of the franchised business are variable and subject to factors
beyond our control, including location and managerial ability.

15. You will need capital to support ongoing expenses to the extent they are not covered by sales revenue.
Unless otherwise stated, we estimate your start-up phase of your business to be 3 months. We estimate
that the amounts shown will cover ongoing expenses, but the estimate of additional funds is not an
assurance that further funds will not be needed. The amounts shown do not reflect any Sales Impact
Contribution (see Item 6 of this disclosure document) for which you may be responsible.

16. We estimate that you will need to provide security and other types of deposits. The amounts will vary
by type and business practices. The estimates of deposits and licenses are based on amounts typically
paid by us in the past, and are variable dependent on the location, negotiated terms of agreements and
the like.

17. The 2-Story Indoor Playground is optional and can be utilized in all freestanding buildings. A 2-Story
Indoor Playground may increase your costs between $135,000 and $245,000.

18. We have relied on the experience of our company-operated restaurants for real estate and construction
costs and our experience as a franchisor in the industry in preparing these figures.

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 ITEM 8
RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

We establish standards and specifications for most of the goods and services used in the
development, improvement, and operation of Restaurants, and for the direct and indirect sources of supply
of most of those items. These requirements help assure the quality, safety and consistency of the goods and
services provided by Restaurants, and protect and enhance the image of the BURGER KING brand.

You must construct, improve and operate your Restaurant in accordance with our standards and
specifications. The Restaurant’s fixtures, signage, improvements, décor, supplies, food, including
beverages, inventory, insurance, paper products, including packaging, cleaning tools and supplies,
promotional items, and certain other supplies, products, services and equipment, including computer and
point of sale hardware and software, digital menu boards, network services, and other technologies, must
meet our standards and specifications. In most cases, you must obtain these items from our approved
suppliers or distributors.

The Double Drive Thru is required for all facility types except food courts, in-lines, indoor MRS,
Big Box Retail facilities and delivery facilities (e.g., ghost kitchens). Under certain programs, you must
choose an architect from our list of approved architects. You must provide ordering, delivery services that
permit customers to order food for delivery or pickup at the Restaurant via third party delivery providers’
apps and websites that we approve, as well as the BURGER KING® mobile app and website. All third-
party delivery providers must be approved by us. You must also provide customer loyalty program services
that we require via the technology platforms we require. These technology platforms are the same platforms
that enable ordering and delivery via the BURGER KING® mobile app and website.

We have sole suppliers for various items including; network services, digital menu boards, Gift
Card services, cashless payments processing, quality assurance inspection services, food, including
beverages, cleaning supplies, packaging and certain equipment. Purchases from approved suppliers or
those that meet our specifications represent approximately 65% to 90% of the costs to establish a Restaurant
and approximately 30% to 60% of the non-occupancy expenses to operate a Restaurant. We are the sole
supplier of the technology platforms that enable you to provide ordering, delivery and loyalty program
services via the BURGER KING® app and website. We reserve the right to offer help desk and support
services and to charge a fee for these services.

We develop and modify our specifications and standards internally, and may, but are not obligated
to, consult with suppliers, professionals, and others in doing so. We communicate the standards, operating
specifications and procedures for the operation of a BURGER KING Restaurant in the Manual of Operating
Data ("MOD Manual”) as described in Item 11 of this Disclosure Document. We provide specific standards
for items that you may purchase from any approved source. We provide suppliers and potential suppliers
with specifications and standards for items that must be purchased from approved suppliers. Suppliers must
keep these specifications confidential. We do not provide that information to you.

Approved food, packaging and equipment suppliers must meet required specifications and maintain
certain standards and satisfy other criteria on an ongoing basis, and are subject to ongoing review. They
must also participate in quality assurance programs we require and make payments to third party vendors
operating these programs. Approved and proposed suppliers pay for the testing, audit and other costs
associated with the evaluation and monitoring of the supplier, its products and services. These costs may
instead be paid by us, to be determined on a case by case basis. We consider a number of criteria in
evaluating existing and potential suppliers. Those criteria, which may change from time to time, include:

 Ability to produce goods or services that consistently meet our standards and specifications.

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  Ability to deliver goods/services on a timely basis and in the required quantities.
 Adherence to all applicable health and safety regulations and standards and applicable laws.
 Verified compliance with applicable sanitation standards and good manufacturing practices.
 Financial condition and business reputation.
 Ability to provide value through pricing, support of initiatives to enhance quality and competitive
attributes, commitment to innovation and other methods.
 Ability to advance our goal of increased purchasing from minority suppliers.
 Ability to maintain the confidentiality of our information and to comply with our terms and
conditions.
 Verified compliance with our social and environmental responsibility standards.
 Information technology capabilities.
 Whether in our judgment the Restaurants would benefit from the approval of an additional or
replacement approved supplier, and determination that approval would not conflict with other
commitments made by us (such as exclusivity).

If you ask us to approve a new proposed supplier, we will consider the current or potential need for
a new supplier. If we determine that a new supplier is necessary or appropriate, we or our designee will
evaluate the proposed supplier under our current criteria. The evaluation and decision making process
typically takes from 90 to 160 days, but may take longer depending upon various factors. We will
communicate our decision to the proposed supplier. Franchisees are notified of approved suppliers from
time to time through electronic distribution of updated Approved Commodities Lists and other means. We
monitor approved suppliers and require third party audit and testing to determine their compliance with our
specifications and other requirements. We require the supplier to pay for any costs charged by the third
party. If we terminate our approval of a supplier, it may communicate that termination by written and/or
oral notice to the supplier. We will notify affected purchasers and Restaurant Services Inc. (“RSI”) as
appropriate. We and our affiliates are not currently approved suppliers for any items.

Various suppliers make payments to us in consideration of purchases and payments made by

Franchisees and us. Payments to us based upon Franchisee purchases may take the form of rebates based
upon purchases, flat fee payments or the provision of products or services to us or our affiliates at or below
market rates. We currently contribute some of these payments to the national advertising fund administered
by us. These contributions vary and are generally for system wide initiatives. In the year ended December
31, 2021, these contributions totaled approximately 3.8% of the consolidated fund revenue. Approved
suppliers may implement programs that benefit Restaurants, and we may receive benefits from those
programs as a purchaser with respect to Restaurants we own. We may incur additional costs and expenses
to develop or improve certain products and services (including, without limitation, food and paper goods,
equipment, uniforms, computer hardware or software) which ultimately may be provided to the Restaurants
by approved suppliers.

We sometimes sell BURGER KING Restaurants, including equipment, supplies and inventory, to
Franchisees, with or without real estate (see Item 5). We lease improved and unimproved real estate, and
in some cases associated equipment and furnishings, for some franchised Restaurants. There is not a general
requirement that you lease real estate from us, but some locations or restaurant facilities may only be
available under a lease from us. We are not obligated to lease real estate or equipment to you.

In the year ending December 31, 2021, our revenues from all sales and leases to Franchisees were
approximately $237 million, which represented approximately 17.5% of our total revenues of
approximately $1.36 billion. These figures are taken from our unaudited internal financial statements.

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 RSI is a not for profit, independent purchasing cooperative formed in 1991 to act as the purchasing
agent for most equipment, supplies, food, premiums, paper, uniforms and other products and services used
by the Restaurants in order to consolidate purchasing opportunities. In limited situations, we may negotiate
purchase terms with certain approved suppliers. RSI is also authorized to purchase and manage distribution
services on behalf of our U.S. Restaurants and U.S. Franchisees who appoint RSI as their agent for these
purposes. All U.S. Restaurant operators, including Franchisees and us, have an opportunity to participate
in the cooperative as members of RSI. Decisions of the cooperative, including its budgetary needs and
funding arrangements, are made by RSI's Board of Directors. RSI has a 21-member Board of Directors
elected by the members of the cooperative and comprised of two BURGER KING Franchisees nominated
from each of nine geographic districts across the U.S., one Franchisee from the Minority Franchisee
Association representing minority interests, one representative for us, and one independent director, all of
whom are nominated by the RSI Board of Directors. The RSI Board of Directors may also include the
Chairman Emeritus (non-voting). RSI is supported by income received from a surcharge on certain
products sold to Restaurants, and by allowances paid by suppliers. RSI issues patronage dividends to its
members based on each member’s pro-rata purchases under RSI Supply Agreements.

We do not provide any special benefits to Franchisees based solely on their use of approved
suppliers. We consider a Franchisee's compliance with purchasing standards among many other factors
when determining whether to renew or grant additional franchises.

Officers of BKC own publicly traded shares of Kraft Heinz Co., Coca Cola Company, Nestle Co.
Inc., and Pepsico Inc., suppliers of approved products to the BURGER KING® System.

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 ITEM 9
FRANCHISEE'S OBLIGATIONS

The following table lists your principal obligations under the Franchise and other
agreements. It will help you find more detailed information about your obligations in these
agreements and in other items of this disclosure document.

DISCLOSURE
OBLIGATION SECTION IN AGREEMENT
DOCUMENT ITEM

a. Site selection and TRA – Art. 1, 4 Item 1, 5, 6, 7, 11

acquisition / lease MTRA – Art. 1, 4
Area Development Agmt. – Art. VI
b. Pre-opening purchases TRA – Art. 4 Item 5, 6, 7, 8, 11
/ leases MTRA – Art. 4
Franchise Agmt. – Sec. 5
Area Development Agmt. – Art. VI
c. Site development and TRA – Art. 1, 2, 4 Item 1, 5, 6, 7, 8, 11,
other pre-opening MTRA – Art. 1, 2, 4 12
requirements Franchise Agmt. – Sec. 5, 6, 8
Lease – Sec. 1
Area Development Agmt. – Art. V, VI, VII
d. Initial and ongoing Franchise Agmt. - Sec. 6, 8 Item 1, 5, 6, 7, 11
training
e. Opening TRA – Art. 1, 2, 4 Item 5, 7, 11
MTRA – Art. 1, 2, 4
Franchise Agmt. – Sec. 1, 5, 6
Area Development Agmt. – Art. V, VII
f. Fees Franchise Agmt. – Sec. 2, 5, 9, 15, 17 Item 5, 6, 7, 11, 17
TRA – Art. 4, 5, 6
MTRA – Art. 4, 5, 6
Lease – Sec. 3, 5, 6
Investment Spending Agmt. – Sec. 5, 6, 7, 8, 9
Area Development Agmt. – Art. V, VII, VIII,
XIII
Digital App Service Agreement – Order Form
g. Compliance with Franchise Agmt. – Sec. 5, 18 Item 8, 11, 14, 15, 16
standards and policies/ Lease – Sec. 5, 6
Operating Manual TRA – Art. 2, 4
MTRA – Art. 2, 4
Area Development Agmt. – Art. IX
h. Trademarks and Franchise Agmt. – Sec. 5, 11 Item 13, 14
proprietary information Area Development Agmt. – Art. IX, X
i. Restrictions on Franchise Agmt. – Sec. 5 Item 6, 7, 8, 11, 16
products / services offered
j. Warranty and customer Franchise Agreement – Sec. 5 Items 8 and 16
service requirements Digital App Service Agreement – Order Form

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 DISCLOSURE
OBLIGATION SECTION IN AGREEMENT
DOCUMENT ITEM

k. Territorial TRA – Art. 1, 2, 4, and 6 Item 1, 5, 6, 7, 11, 12

development and sales MTRA – Art. 1, 2, 4, and 6
quotas Franchise Agmt. – Sec. 1
Area Development Agmt. – Art. III, V, VI,
Schedule 1, Exhibit B
l. Ongoing Franchise Agmt. – Sec. 5 Item 6, 7, 8, 11, 16
product/service purchases Area Development Agmt. – Art. VIII
m. Maintenance, Franchise Agmt. – Sec. 5, 7, 17, 18 Lease – Item 5, 6, 7, 17
appearance and Sec. 5, 6
remodeling requirements Area Development Agmt. – Sec. 6.3., 6.4
n. Insurance Franchise Agmt. – Sec. 13 Item 6, 7
Lease – Sec. 4
MTRA - Sec. 7.2
TRA - Sec. 7.2
Area Development Agmt. – Sec. 13.4
o. Advertising Franchise Agmt. – Sec. 5, 9 Item 6, 7, 11
Investment Spending Agreement – Sec. 1, 5
p. Indemnification Franchise Agmt. – Sec. 13, 15 Item 6
TRA – Art. 7
MTRA – Art. 7
Lease – Sec. 8, 16
Guaranty – All Sections
Area Development Agmt. – Sec. 13.1, 13.2,
13.4, 14.7
Digital App Service Agreement – Sec. 10
(General Terms and Conditions)
q. Owner's participation / Franchise Agmt. – Sec. 3, 5, 7 Item 11, 15
management / staffing
r. Records / reports Franchise Agmt. – Sec. 9, 10 Item 6, 7, 11, 17
Lease – Sec. 3
Area Development Agmt. – Art. VIII
s. Inspections / audits Franchise Agmt. – Sec. 5, 10, 18 Item 6, 11
Lease – Sec. 2, 3, 5, 6, 16
t. Transfer Franchise Agmt. – Sec. 15 Item 5, 6, 17
TRA – Sec. 11.2
MTRA – Sec. 11.2
Lease – Sec. 13
Investment Spending Agmt. – Sec. 10
Area Development Agmt. – Art. XI
u. Renewal Franchise Agmt. – Sec. 1, 17 Item 6, 17
Lease – Sec. 2

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 DISCLOSURE
OBLIGATION SECTION IN AGREEMENT
DOCUMENT ITEM

v. Post-termination Franchise Agmt. – Sec. 18, 19 Lease – Sec. 2, Item 17

obligations 9
Area Development Agmt. – Sec. 5.4, 7.7, 9.2,
10.2, 10.4, 13.1
MTRA - Sec. 6.3
TRA – Sec. 6.3
w. Non-competition Franchise Agmt. – Sec. 12, 19 Item 17
covenants Area Development Agmt. – Art. X
x. Dispute resolution Franchise Agmt. – Sec. 20, 21 Item 17
TRA – Art. 11
MTRA – Art. 11
Lease – Sec. 17
Area Development Agmt. – Sec. 6.2, 18.4
y. Right of Re-entry Franchise Agmt. – Sec. 15 Not applicable
z. Other: Guarantee of Items 15, 22
Obligations 1

FOOTNOTE:

1. If you sign the Entity form of Franchise Agreement or transfer your Restaurant to an Entity,
generally one or more of the parties designated as Owners must sign a personal guaranty. If you
are a Franchisee with a Corporate Addendum to the Entity form of Franchise Agreement, we may
require your parent entity to sign a guaranty. See also Article XIV of the Area Development
Agreement.

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 ITEM 10
FINANCING

Except as disclosed below, we do not offer any direct or indirect financing. We do not guarantee
your notes, leases, or obligations to third parties.

Real Estate Leases.

If we own or lease the land or the land and building of your Restaurant, we may lease or sublease
the location to you. The lease terms are described in detail in Item 6 of this disclosure document. The lease
does not cover equipment, inventory, supplies, or the initial franchise fee.

Other Arrangements.

We may from time to time provide financing for certain types of transactions. On an infrequent
basis, we offer financing for the purchase of an existing Restaurant we own for operation as a franchise or
the conversion of a non-BURGER KING restaurant business to a franchised Restaurant. We also
occasionally offer bridge financing to new and existing Franchisees while they arrange permanent
financing. We may also provide some type of financing assistance to minority Franchisees to facilitate the
entry into a Restaurant or expansion within the Restaurants. There are no defined "programs" for these
financing activities. The terms and conditions of financing in these situations depend on the circumstances
of each case. This description is provided only for your information; you should not assume we will offer
this financing to you.

Occasionally we may offer, as part of a financial restructuring, to consolidate overdue royalty,

advertising, lease and other payments into an interest-bearing secured or unsecured promissory note. The
promissory note and other finance restructuring documentation may contain provisions requiring you to
waive any claims you have against us and may cross-default the terms of your Franchise Agreement with
the terms of the restructuring documentation and promissory note. You should not assume that we will
offer any loans or restructuring assistance to you.

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 ITEM 11
FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING

Except as described below, we are not required to provide you with any assistance:

Pre-Opening Obligations

Before you open your Restaurant, we will provide the following assistance to you:

1. In most instances, designate the general geographic area in which you may look for a site.
(TRA, Article 1.1; MTRA, Article 1.1)

2. Under an Area Development Agreement, designate the Territory in which you may develop
Restaurants and provide a development schedule for the number and/or types of Restaurants you must
develop in the Territory. (Area Development Agreement, Section 1.1.69 and Article III and V)

3. Approve a specific location ("Site Approval") for the Restaurant. (TRA, Article 4.3;
MTRA, Article 4.3). We do not help negotiate the lease or purchase of the approved site. We generally do
not own the Restaurant premises, although we may do so as described in Item 6 of this disclosure document.
We may, in our sole discretion, provide development services for DTL locations which may include site
acquisition, negotiation, permitting, zoning or other related development services. Fees for this service are
subject to negotiation.

4. Provide access to a website where you can download a reproducible copy of the standard
architectural building plans and specifications for a currently approved freestanding building or other
approved Restaurant facility, as applicable. (Franchise Agmt. - Sec. 6.A) You are responsible for having
these plans adapted as necessary to comply with applicable building codes and other legal requirements,
resolving any zoning issues, and obtaining permits. We are not obligated to help you conform the premises
to local requirements or obtain required permits.

5. Provide you with pre-opening training as described on the chart below. (Franchise Agmt.
- Sec. 6.B)

6. Provide you with on-site assistance by our personnel at your Restaurant, as we deem
appropriate. (Franchise Agmt. - Sec. 6.C)

7. Give you, on loan, one copy of the MOD Manual (see below) which may be in written or
electronic form. The MOD Manual includes information about the equipment, signs, fixtures, inventory
and supplies you need to open your Restaurant and includes a list of approved suppliers. We provide the
written specifications for these items directly to the approved suppliers. We do not deliver or install these
items for you. (Franchise Agmt. - Sec. 5.C, 6.E)

8. Grant you a franchise, on our then-current form of Franchise Agreement, for a BURGER
KING® Restaurant upon your satisfaction of all conditions to opening a Restaurant under an Area
Development Agreement. (Area Development Agreement, Article VII)

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Continuing Obligations

During the ongoing operation of your Restaurant, we will make available certain services, as
described below:

1. We will provide merchandising, marketing and advertising research data as may be

developed by us and deemed by us to be helpful in the operation of a Restaurant. (Franchise Agmt. - Sec.
6.F)

2. We will communicate new developments, techniques and improvements of food

preparation, equipment, food products, packaging, services and restaurant management regarding the
operation of a Restaurant. (Franchise Agmt. - Sec. 6.G)

3. We will provide the ongoing support we deem reasonably necessary to continue to

communicate and advise you as to the BURGER KING® System. (Franchise Agmt. - Sec. 6.H)

Site Selection and Length of Time before Opening

Typically, you will sign a TRA (Target Reservation Agreement) or Multiple Target Reservation
Agreement (MTRA) that identifies one or more Target Areas in which you are authorized to search for a
site or sites for development of a new Restaurant(s). A Target Area is an area with clear, describable
boundaries. We assign Target Areas and issue TRAs and MTRAs in our sole discretion. In the case of an
MTRA you will need to get Target Area Clearance from us, clearing all of the Target Areas for future
development. We do not select the site for your Restaurant. You must obtain our approval of a site by
submitting a “Site Approval Package” in a form prescribed by us. The Site Package you prepare must
include information on the factors identified above, a site sketch of the facility, aerial photos, signage,
building placement, access and parking, together with evidence of your ability to obtain property control,
such as a letter of intent or option. A project opening plan may also be required before we will approve a
site. We may require additional information and may also require you to obtain a “Sales Transfer Study”
to help identify areas from which you might draw potential customers. If we propose to develop a
Restaurant in a Target Area that falls within the boundaries described in your TRA/MTRA at a site either
for ourselves or through another Franchisee we will give you the option to develop that Restaurant. If you
do not exercise the option we or the third party can develop the Restaurant at the site and we can terminate
the TRA/MTRA and refund your remaining franchise fee deposit.

We consider the following factors, among other things, in evaluating the proposed site:
demographic characteristics (such as number of households in the neighborhood, average income and
family size); traffic patterns; proximity to existing restaurants, including BURGER KING® Restaurants;
and the size and condition of the proposed premises. You must obtain franchise approval and site approval
in writing from us before you acquire a site. Our acceptance of a site is not a representation or promise by
us that a Restaurant at that site will achieve a certain sales volume or level of profitability. Similarly, our
acceptance of one or more sites and our non-acceptance of other sites is not a representation or promise by
us that a site we accept will have a higher sales volume or be more profitable than a site we do not accept.
Our acceptance only indicates our willingness to be represented by you at that site. If your site approval
expires and you fail to apply for or obtain re-approval after expiration, we may terminate the MTRA or
TRA and you could forfeit any remaining deposits.

You must construct, equip and furnish the Restaurant at the approved site in accordance with plans
and specifications approved by us. You also must obtain approval of your construction plans before
obtaining permits and beginning construction of the Restaurant. Our approval of these plans and
specifications is only for our purposes. You must ensure that your Restaurant is constructed, equipped and

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furnished in a manner that complies with all applicable laws. If you do not obtain site approval by the date
specified in the TRA, and in any case during the TRA term, including any extensions, the TRA will expire
and you will forfeit any deposit. Under the MTRA and TRA, if you do not meet the deadline for opening
in the TRA or any of the deadlines in the MTRA development schedule, you have a one-time opportunity
to cure the default but we may ultimately terminate the MTRA or TRA and you could forfeit any remaining
deposit.

If you are opening a Restaurant in a Big-Box Retail facility, you must choose an architect from our
list of approved architects. We do not conform any site to local ordinances and building codes, obtain any
required permits for you or construct, remodel or decorate the premises.

The typical length of time between signing of a Franchise Agreement and the opening of the
Restaurant is 30 days. The length of time between the signing of the TRA and the opening of your
Restaurant will vary depending on the availability of a suitable site, issues in obtaining property control,
need for a Sales Transfer Study, availability of financing, the type of facility and location, zoning and
permitting issues, construction time and delays, weather, shortages of labor and materials, and the like. It
typically ranges from several months to 2 years or more for a freestanding building in an area where there
are significant zoning or permitting issues.

MOD Manual

The Manual of Operating Data (the "MOD Manual") referenced in the Franchise Agreement is
collectively comprised of the following individual manuals and publications, which may be Web-based or
in other electronic forms:

1. BURGER KING® Operations Manual (“OPS Manual”)

2. Restaurant Equipment Manual
3. RSI Equipment & Facilities E-Red Book (“RSI Red Book”)
4. Approved Brands & Distributors List (“Approved Brands List”/“ABL”)
5. Approved Equipment List (“AEL”)
6. Global Brand Standards Guide
7. The BK® University platform including, BK® University Training modules, Zenput Digital Logs
and Routines and additional applications including all alerts and amendments as may be published
as reasonably necessary

We may amend the components or requirements of the MOD Manual and implement changes to
the BURGER KING® System in our sole discretion.

Only products, equipment, services and procedures that we approve may be used in BURGER
KING® restaurants. Unless otherwise specified in writing by us, you should assume that any product,
equipment, service, or procedure not listed in any component of the MOD Manual is “not approved”, or is
“disapproved.”

A copy of the Table of Contents of the OPS Manual is attached as Exhibit U, and as of the issuance
date of this disclosure document, the OPS Manual contains approximately 611 pages.

The Burger King Training Program

Before the opening of the Restaurant, each Franchisee or applicant (or appropriate individual(s))
must successfully complete our training program. The training program is held in Miami, Florida or other
locations specified by us. In-Restaurant Training will be held in various Restaurant locations that we have

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authorized as Training Restaurants for this purpose. (Franchise Agmt. - Sec. 8). We provide this training
to protect the System and our marks, not to control the day to day operation of your Restaurant.

There is one course entitled Franchisee Orientation (the "Orientation") that you must attend before
opening or acquiring a Restaurant, unless otherwise approved by us. If you are unable to attend Orientation
before the opening or acquisition, we may allow you to attend the Orientation at the next scheduled session.
If you fail to attend the Orientation at the next scheduled session after the opening or acquisition, we may
declare you to be in default of your Franchise Agreement, or allow you to attend the next Orientation
session, at our sole discretion.

Instructional materials for our training programs vary by program and may include various
materials in written, electronic, or other forms (such as handbooks, manuals, workbooks, videos, and
interactive computer training). The current fee is $7,500 for the first person and $3,000 for each additional
person that attends the noted required training before the opening of the Restaurant. You are also
responsible for all costs of any kind related to the training program including travel and living expenses,
wages and insurance.

In-restaurant training is identified as such; all other training is classroom or on-line training.
Classroom programs and in-restaurant programs are conducted continuously throughout the year as needed.
Attendance in training classes may require you to travel to a location we designate (all at your sole cost and
expense).

The following table outlines the training program as of the date of this disclosure document. You
must complete all portions of this training program before you open your Restaurant (unless otherwise
noted).

TRAINING PROGRAM

Subject Hours of Hours of On-the- Location

Classroom or On- Job/In-
Line Training Restaurant
Training
Franchisee Orientationi Up to 36 hours 0 RSC Miami
In Restaurant Programii Up to 20 hours Up to 320 In Training
• BKC Shift Certification Training Restaurant
including BK® University Team
Member Training and Foundations
Shift Control
•
ServSafe® Food Safety Training Up to 8 hours 0 On-Lineiv or
(National Restaurant Association (on line or in Field/Classroom
Food Safety training) classroomiv)
(“ServSafe®”)ii and iii
i
Must be completed before opening the Restaurant by Operating Partner, Managing Director, Director of
Operations, or Managing Owner, as determined by us. We may allow completion of the Orientation course
after opening (see Item 5).
ii
Must be completed before opening the Restaurant by Operating Partner, Managing Director, Director of
Operations, or Managing Owner, as determined by us, and Restaurant Manager.
iii
ServSafe Essentials course may be taken in a venue and format approved and certified by the National
Education Foundation and our training department.

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iv
Classroom instruction as outlined by the State of Illinois is required and on-line certification is not
accepted.

We may require additional training programs for individual Owner/Operators or Managing

Directors to implement current operations, standards, and procedures and to facilitate the growth and
changes of the Franchisee. We also make available and sometimes require periodic workshops and
seminars for Restaurant Managers, which include management courses and updating of operational skills.

We will provide Pre-opening and Restaurant opening assistance as we deem appropriate.

We also provide continuing operations training programs, which you (as an Operating Partner,
Managing Director, Director of Operations, or Managing Owner, as applicable) may be required to attend.

If the Operating Partner, Managing Director or Director of Operations leaves the Franchisee, the
position must be filled with an individual that has completed all operations training requirements.

You are solely responsible for all aspects of employment decisions and functions for the Restaurant,
such as those related to hiring, firing, promoting, demoting, discharging, establishing wages, hours,
benefits, employment policies, and other terms and conditions of employment of employees. The people
that you hire to work in your Restaurant will be your agents and employees. They are not our agents or
employees and we are not a joint employer of those persons. You must implement a training program for
your employees that complies with our current Team Member and Manager training program. These
training obligations may change from time to time. At a minimum, we presently require:

 Team Members must be trained using the BK® University Team Member Training
Program; and
 Any person designated to run a shift at your Restaurant must, before running a shift,
complete and be certified in the BKC Shift Certification Program, including, ServSafe®
and Foundations of Shift Management.

Your performance and qualifications to become a Franchisee will be evaluated by us throughout

the training program. We may terminate your application and approval process to become a Franchisee at
any time if your performance in training (or that of your Managing Director, as applicable) is unacceptable.

We urge you not to make any changes in your present lifestyle until you acquire or construction
begins on your Restaurant. You should not resign from your present employment, attempt to sell your
home, or take any steps toward relocation. Final franchise approval requires the successful completion of
all required training programs.

For certain training courses, you must pay a course or materials fee to us or third parties.

We may make changes and revisions to the training program, locations or materials at any time.

All members of our training team have extensive experience in training or operations with us. Our
training staff has the responsibility for delivering training programs, courses and support materials. The
corporate officer in charge of our training program is John Zurovchak. Mr. Zurovchak joined us in March
2020 and has over 15 years of experience in operations training and standards in the fast food industry.

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Point of Sale and Restaurant Computer System

Your Restaurant must use the computers, point of sale (“POS”) equipment and systems including
self-serve kiosks, mobile apps, broadband internet access, credit card, debit card and gift card processing
systems, systems which take, process, route and deliver orders or receive payment, and technology for
communicating with customers and to collect, process and store customer data that we specify. These items
must meet any criteria and standards established by us. (Franchise Agmt. – Sec. 5.F.) You must use an
integrated electronic register system to record all sales transactions at the Restaurant and support restaurant
functions such as POS operations, order routing, capture of sales, ticket data, and product ordering. You
must purchase POS systems from approved vendors in accordance with our global POS policy.
Additionally, our global POS policy specifies which software version is approved for each POS vendor.

The Restaurant POS system and all other Restaurant computer systems must function with other
required equipment (such as drive-thru equipment and kiosks) and generate reports or records that we may
require in formats specified by us, including formats that incorporate standard naming and numbering
conventions, and system health metrics specified by us. Our current requirements include creation and
maintenance of records of all sales transactions (known as "t-log's"), secure PCI compliant internet access;
capacity for electronic ordering of food and other supplies, integrate processing of credit card, debit card
and gift card transactions; and capture of product sales mix and customer sales detail by us via remote
internet access. We have the right to review and access all records and reports generated by the Restaurant
POS system and all other Restaurant systems.

We require all Restaurants to transmit POS data and all other Restaurant system data to us through
data reporting systems offered through vendors approved by us. These data reporting systems collect data
from the POS system and other Restaurant systems, consolidate the data, and transmit it to us in formats
required by us. You must sign an authorization form allowing your data reporting system vendor to release
the data to us. The POS data currently transmitted to us includes all restaurant-level transacted data,
excluding any personally identifiable information. Your cost for the data reporting systems will include a
one-time set up fee (usually ranging from $0 to $300, depending on the system you select and the vendor)
and an annual fee per Restaurant (usually ranging from $200 to $1,200 per Restaurant, depending on the
system you select and the vendor). You must pay us our current fee per digital transaction (currently, $0.30)
for each digital transaction conducted via or otherwise powered by the BURGER KING® mobile app or
website for the license to access and use the technology platforms that we provide and enable you to provide
ordering, delivery, and loyalty program services via the BURGER KING® mobile app or website and
certain third-party ordering platforms that we may designate from time to time. We may require you to
participate in the loyalty program, currently referred to as the ROYAL PERKS Loyalty Program, for all
new and existing BURGER KING® restaurants. Customers who are members of the ROYAL PERKS
Loyalty Program can earn points, currently referred to as Crowns, and redeem points for eligible menu
items at any BURGER KING® restaurant. Currently, points are earned through member purchases on the
BURGER KING® mobile app or website.

A standard POS system configuration is as follows, although your system may vary: Minimum 2
Front Counter POS devices with customer displays, Minimum 2 Drive Thru POS devices without customer
displays, interior and exterior digital menu boards and media players, 4 receipt printers, 2 expeditor printers,
1 back office computer with monitor and laser printer, 1 hub/router, 1 modem, uninterrupted power supply,
4 cash drawers, 3 kitchen display systems, and software for order processing, labor management, inventory
management, cash management, time and attendance, and integrated credit, debit and gift card processing
and digital transactions. As of the date of this disclosure document, the cost to purchase a POS system
ranges from approximately $35,000 to $110,000 per Restaurant, which includes a 12-month basic hardware
warranty and installation costs. This estimated cost is based on a Restaurant with four terminals.

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 You must also obtain the services and equipment (e.g. routers, access point, cables) needed to
participate in the Network Standardization program. This program requires you to partner with one of our
approved network vendors. These vendors provide the necessary Firewall, Business Wi-Fi, and Guest Wi-
Fi services meeting our standards. Guest Wi-Fi must be free of charge to customers of your
Restaurant. You must also adhere to the configuration standard (port assignment) as determined by us.
You will be provided the hardware and services by a vendor approved by us. The initial and ongoing
hardware/service/support costs for the Network Standardization program are $90 to $250 per month per
Restaurant, charged by the vendor.

Neither we nor our affiliates have any obligation to provide ongoing maintenance, repairs, upgrades
or support for your computer systems. All our approved suppliers for the POS system offer on-going
software maintenance, hardware support, menu maintenances service, system installation and training
services, help desk services, data warehouse systems and services and miscellaneous professional services.
We require that you at least purchase software maintenance, Wi-Fi services, menu maintenance and help
desk services. The annual cost of these services typically ranges from $2,000 to $4,000 per Restaurant. All
technical services are your responsibility and may be purchased from the POS vendor based on your
technical capabilities and needs.

Upon our request, you must upgrade or update your hardware, software, POS system and other
technology to maintain PCI compliance or due to feature and technical enhancements required to support
our programs. (See Franchise Agreement – Sec. 5.D. and F.)

Advertising and Promotion

Advertising Fund

As noted in Items 6 and 9 to this disclosure document, you must make advertising contributions to
us. (Franchise Agmt. - Sec. 9) We maintain an advertising fund (“Fund”) that includes Franchisee
contributions and contribution by us as well as funds from certain suppliers (as described in Item 8 to this
disclosure document). The rates of contribution to the Fund vary among Franchisees, and we may
periodically offer programs to our Franchisees that will provide them benefits that offset their obligation to
the Fund. Although not required to do so, we contribute to the Fund on the same basis for our company
owned restaurants as we require of you, except that if for any reason we provide payments to third party
lenders who lend to its Franchisees, we may reduce our contributions to the Fund by the amount of these
payments. Also, due to our participation in programs offered to our Franchisees, we have reduced our
voluntary contributions to the Fund to the same extent as would be permitted by Franchisees, and future
contributions are likely to be similarly reduced until the benefits of these programs have been exhausted.
Various suppliers may also contribute to the Fund in consideration of purchases by Franchisees and us.
Any advertising funds in the Fund not spent in the fiscal year in which they accrue are carried forward to
the next year. We administer the Fund and arrange for an annual audit. These audited financial statements
for the Fund are prepared annually and are available to Franchisees upon request.

Our advertising program may use, but is not necessarily limited to, television, radio, print, internet,
digital and mobile applications, out-of-home, sponsorships, interactive and point-of-purchase materials.
Contributions to the Fund, in part, support national, regional and local advertising programs. Our in-house
marketing/advertising department works with national and local advertising, promotional, marketing and
public relations agencies to create and implement advertising and promotional programs prior to use.

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Franchise Advisory Council

We are obligated to consult on certain issues with the representatives of an independent association
whose membership is comprised of at least 51% of all franchised BURGER KING® Restaurants in the U.S.
(the “Franchisee Association”). The only Franchisee Association that currently meets these qualifications
is the National Franchisee Association, an association of BURGER KING® Franchisees (the “NFA”). The
representatives of the NFA are referred to as the Franchise Advisory Council or “FAC”. Any BURGER
KING® franchisee in the U.S. can become a member of the NFA. NFA members select who will be their
representative on the FAC. We must periodically consult with the FAC. We do not have the power to
change or dissolve the FAC. The FAC serves in an advisory capacity and has no final decision-making
authority over marketing policies and/or advertising and promotional programs. We determine, in our sole
discretion, which policies and programs to implement. Periodically, but at least once a year, we must meet
with the FAC to discuss and attempt to establish the types of media to be used by us and the percentage of
the total annual advertising contribution to expend on media. If we and the FAC are unable to agree, we
have the absolute right, in our sole discretion, to establish the amounts spent on media and the types of
media; however, under the Franchise Agreement, we must spend no less than 65% of annual advertising
contributions on media. By signing the Franchise Agreement, you agree and authorize us to consult with
and consider the advice of the FAC on certain issues, including the current image of Restaurants, marketing,
advertising and training. The FAC has the right to audit the Fund annually.

We also periodically consult with 3 Franchisee Councils. The Councils include the Marketing
Council, the Ops Council, and the Image Council. Each Council approximately 15 to 20 Franchisee
members and one of our senior executives. We seek to select Franchisees who operate high performing,
operationally superior Restaurants and who demonstrate a passion for operation's and marketing and for
solving issues for the long-term health of the BURGER KING® System. The Councils serve in an advisory
capacity and have no operational or decision-making power.

In the fiscal year ended December 31, 2021, percentages of expenditures of the Fund were as
follows:

Consolidated % of Expenditures Fiscal 2020

Working Media* 73.90%
Production 5.60%
Agency Fees 6.20%
Point of Purchases Materials 2.20%
Other Expenses (including market research, public relations, 12.20%
brand delivery and/or competitive positioning program, and
promotion development)

100.00% (rounded)

*Expenses that are incurred for activities beyond the restaurant level that have direct consumer
reach/impact.

The Fund reimburses us for costs we incur in providing administrative support for certain marketing
functions, including, the development, implementation and conduct of research for marketing, marketing
finance, advertising, promotions, marketing and public relations activities, reimbursement of expenses for
overhead related to marketing, such as rent and computer systems and other expenses and the cost of internal

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personnel who primarily work in these areas. We and our affiliates do not receive any other payments for
goods and services provided to the Fund. We do not use any money from the Fund for advertising that is
primarily aimed at the sale of franchises.

Local Advertising

We also administer investment spending ("IS") accounts established for Designated Marketing
Areas (“DMAs”) through the contributions of franchised Restaurants and Restaurants we own in the
applicable DMA. These funds are then used for local marketing programs in the applicable DMA. We
refer to these Programs as our "IS Program." The decision to offer an IS Program, in any given year as well
as the terms and conditions of any IS Program, is determined solely by us. If your DMA decides to
participate in an IS Program, you will have the option of entering into the IS Program agreement, unless
you have a Majority Clause provision in your Franchise Agreement, as further described below. Under the
IS Program agreements, you agree to place into an IS fund an amount up to 2% of the Restaurant’s gross
sales for local marketing programs. These amounts will then be allocated to the Restaurants participating
in the Program in that DMA. Funds contributed by Franchisees under an IS Program are carried over to
the next year, unless otherwise specified in the IS Program agreement. We can terminate an IS Program if
at least 66.7% of the eligible franchised Restaurants and Restaurants we own in the DMA, as we determine,
do not participate in the Program.

If you have a Majority Clause provision in your Franchisee Agreement, you must participate in an
IS Program if 66.7% or more of the eligible franchised Restaurants and Restaurants we own in the DMA
(as determined by us in our discretion) elect to participate in the IS Program. You will participate in the
Program under exactly the same IS contract terms and conditions as the other Franchisees in your DMA.
The obligation to participate in an annual IS Program under these circumstances exists for the entire term
of the Franchise Agreement. (A copy of the IS contract forms are attached as Exhibit I1 to this disclosure
document). We have also included in Exhibit I1 those forms you would sign if the Franchisees in your
DMAs decided to investment spend for a special purpose, like a sports sponsorship, or when there is no IS
program in effect. The Majority Clause provision discussed above would also apply in these circumstances.

We are not obligated to expend any sums on advertising in the vicinity of your Restaurant. We
typically advertise by DMA or on a national basis, whichever we deem more appropriate. For a new
Restaurant and certain remodeled or re-opened Restaurants, a portion of contribution to the Fund will be
made available to reimburse you for certain expenses of a grand opening promotion, in accordance with
our policy at the time of opening. (Franchise Agmt. – Sec. 6.D).

If you want to use your own advertising or promotional materials, you must obtain our approval as
to media type and format, conduct the advertising or promotion in a dignified manner, and conform to all
federal, state and local laws, rules, regulations, standards and guidelines. The advertising and promotional
elements must also meet our standards and requirements. You must submit samples of proposed advertising
and promotional plans and materials to us for approval before you use them. You may not use any
advertising or promotional plans or materials without our prior written approval, and must remove
previously approved materials if we have ceased using or subsequently disapproved the advertising or
promotional plans or materials, (Franchise Agmt. - Sec. 5.J). Unless we otherwise approve, you may not
use any of the BURGER KING® Marks on any website, or other social media or as part of a domain name
or other electronic mail address. (Franchise Agmt. – Section 11.A.7)

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 ITEM 12
TERRITORY

Target Reservation Agreement and Multiple Target Reservation Agreement

As discussed in Item 11, the TRA and MTRA define one or more Target Areas in which we authorize
you to search for one or more Restaurant sites. You may only develop Restaurants in these Areas and you will
not be granted any exclusivity in these Areas. There are no restrictions on us in the Target Areas. However,
if we propose to develop a Restaurant at a site in a Target Area either for ourselves or through another
Franchisee we will give you the option to develop that Restaurant, as long as you meet our requirements. If
you exercise the option, you must obtain site approval and secure property control and open the Restaurant by
the date specified by us. If you do not exercise the option we or the third party can develop the Restaurant at
the site and we can terminate the TRA/MTRA and refund your remaining franchise fee deposit. Other than
the requirement to refund this deposit, we will not pay you any compensation if we perform or provide services
in these Areas.

You do not have any right to prevent or restrict the development of other restaurants at any other
locations, at any time. We and our affiliates also have the right to sell products including BURGER KING
branded products, in other channels of distribution like grocery stores, convenience stores, the internet or other
direct marketing sales under the BURGER KING Marks or any others. We may establish and license other
Restaurants to operate at other locations, including in the vicinity of your Restaurant. Other BURGER KING
Restaurants may compete with your Restaurant or may affect customer trading patterns. Because you will not
receive an exclusive territory, you may face competition from other franchisees, from outlets that we own, or
from other channels of distribution or competitive brands that we control.

Relocation

You have no right to relocate your Restaurant other than with our prior written approval. The
conditions under which we will grant this approval vary according to the circumstances.

Area Development Agreement

We occasionally grant Area Development Agreements. These agreements are typically granted only
to sophisticated, highly experienced Franchisees. Area Development Agreements usually contain strict
development schedules for multiple sites. The terms are subject to negotiation. When we issue an Area
Development Agreement, we and the developer may negotiate other operational and financial terms to help
achieve efficient and effective penetration and support of the market. If you sign the Area Development
Agreement included as Exhibit M, we will grant you a geographic area (“Territory”) and you must develop
Restaurants within the Territory. In most cases, you will not receive an exclusive territory under the Area
Development Agreement. You may face competition from other franchisees, from outlets that we own, or
from other channels of distribution or competitive brands that we control.

Opportunities for the development of new franchised Restaurants vary by area and depend on such
factors like current market penetration and existing commitments for new Restaurant development. There is
no assurance that any of these opportunities are or will be available or will be offered to you. If we grant
exclusive rights to a developer in the market that your Restaurant is located in, or we grant a developer a right
of first refusal for additional Restaurants in the market and the developer exercises those rights, you will not
be able to open other Restaurants in that market. We retain sole discretion to decide whether and on what
terms we may offer any type of additional franchise rights to any Franchisee.

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 We have granted the Army & Air Force Exchange Service division of the U.S. military the right to
develop, and to grant concessions to other BKC franchisees to develop, Restaurants on their U.S. military
establishments, adjacent housing and support areas. You must sign a release to us regarding potential
development on any military establishment or base. We have also granted exclusive rights in other unique
circumstances based upon the location of the potential development or other factors.

Franchise Agreement

Your Franchise Agreement grants you the right to operate your Restaurant at a specific location only.
The Franchise Agreement does not grant you or imply any type of area or territory, exclusive, protected or
otherwise, or protected customer base. You will not receive an exclusive territory. You may face competition
from other franchisees, from outlets that we own, or from other channels of distribution or competitive brands
that we control.

Tim Hortons, Popeyes Restaurants and Firehouse Subs

We and our subsidiaries reserve the rights to use the BURGER KING Marks (described in Item 13 of
this Disclosure Document) in any other channel of distribution, and to sell and license others to sell similar
goods and services under other trademarks and service marks. Except in Australia where all franchisees
operate under the mark HUNGRY JACK'S, and non-traditional WHOPPER® Bar Restaurants in the U.S., we
and our affiliates (except as discussed below) do not operate or franchise restaurants similar to BURGER
KING Restaurants under different marks, and have no present plans to do so.

As explained in Item 1, our affiliates THUSA, TDL, TH APAC and TH International franchise the
operation of and/or operate Tim Hortons® restaurants; our affiliates PLK, PLK APAC and PLK EMEA
franchise the operation of and/or operate Popeyes® restaurants; and our affiliates FOA and Firehouse Canada
franchise the operation of and operate Firehouse Subs® restaurants. The principal business address of TDL is
130 King Street West, Suite 300, Toronto, Ontario M5X 1K6 Canada. The principal business address of
THUSA and PLK is 5707 Blue Lagoon Drive, Miami, FL 33126. While these offices are located in the same
office building as BKC, we maintain separate office space and typically conduct training at separate facilities
or on different dates and times. The principal business address of TH International and PLK EMEA is
Dammstrasse 23, 6300, Zug, Switzerland. The principal business address of TH APAC and PLK APAC is 5
Shenton Way, #14-01/03 UIC Building, Singapore 068808. The principal business address of FOA is 12735
Gran Bay Parkway, Suite 150 Jacksonville, Florida 32258. The principal business address of Firehouse Canada
is 2100 – 40 King Street West, Toronto, Ontario, Canada M5H 3C2. Tim Hortons® restaurants, Popeyes®
restaurants, BURGER KING Restaurants and Firehouse Subs® restaurants currently offer significantly
different menus but they do also offer some similar goods and they may offer similar goods or services in the
future. For example, all four currently offer sandwiches, french fried potatoes, and/or chips, dessert items and
beverages.

We do not grant territories to our U.S. franchisees, and there may be now or in the future Tim Hortons®
restaurants, Popeyes® restaurants and/or Firehouse Subs® restaurants located in the same market in the U.S.
as current or future BURGER KING Restaurants. These Tim Hortons®, Popeyes® restaurants and Firehouse
Subs® restaurants could be company-owned, franchised, or both. If there is a conflict between us and a
BURGER KING franchisee caused by a Tim Hortons®, Popeyes® or Firehouse Subs® restaurant or between
a BURGER KING franchisee and a Tim Hortons®, Popeyes® or Firehouse Subs® franchisee, our
management team will attempt to resolve the conflict after taking into account the specific facts of each
situation and what is in the best interests of the affected system or systems. However, we are not responsible
for resolving conflicts between or among BURGER KING franchisees, or between or among a BURGER
KING franchisee and a Tim Hortons®, Popeyes® or Firehouse Subs® franchisee.

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 Except as previously described in Item 1 and in this Item 12, neither we nor any of our affiliates have
established or presently intend to establish other franchises or company-operated outlets or affiliate-owned
outlets selling or leasing similar products or services under a different trade name or trademark. However, we
and our affiliates retain the right to do so in the future.

We occasionally look into acquiring chains of restaurants that sell products or provide services similar
to those offered by BURGER KING Restaurants. These acquired restaurants might be converted into
BURGER KING Restaurants, maintained as a new concept under the BURGER KING Marks, or maintained
as a separate concept.

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 ITEM 13
TRADEMARKS

We grant you the right to operate under the name “BURGER KING” and to use our current
trademarks in the operation of your Restaurant. By trademarks, we mean trade names, trademarks, service
marks and logos used to identify your Restaurant.

We have registered, or filed applications, as indicated below, for the following principal trademarks
with the United States Patent and Trademark Office (“USPTO”) on the Principal Register, and all required
affidavits have been or will be filed for the registrations for these principal trademarks:

Serial / Registration Application /

Trademark/Service Mark Status
Number Registration Date
BK Registered Reg. 3476576 Reg. 07/29/2008

BK Registered Reg. 3534987 Reg. 11/18/2008

BK Registered Reg. 2790924 Reg. 12/09/2003

BURGER KING Registered Reg. 869775 Reg. 05/20/1969

BURGER KING Registered Reg. 3355280 Reg. 12/18/2007

BURGER KING & Crescent Design Registered Reg. 2448248 Reg. 05/01/2001

BURGER KING & Crescent Design Registered Reg. 3611863 Reg. 04/28/2009

BURGER KING & Crescent Design Registered Reg. 2449826 Reg. 05/08/2001

BURGER KING & Crescent Design Registered Reg. 2428846 Reg. 02/13/2001

BURGER KING & Crescent Design Registered Reg. 2755927 Reg. 08/26/2003

BURGER KING & Hamburger Design Registered Reg. 901311 Reg. 10/20/1970

BURGER KING & Hamburger Design (Color, Red & Registered Reg. 1057250 Reg. 01/25/1977
Orange)

BURGER KING & Hamburger Refresh Design Registered Reg. 6397840 Reg. 06/22/2021

Item 13
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 Serial / Registration Application /
Trademark/Service Mark Status
Number Registration Date
BURGER KING YOUR WAY & Hamburger Refresh Pending App. 90/393367 App. 12/18/2020
Design

Hamburger Refresh Design (color) Registered Reg. 6397841 Reg. 06/22/2021

HAVE IT YOUR WAY Registered Reg. 961016 Reg. 06/12/1973

HAVE IT YOUR WAY (Stylized) Registered Reg. 1081348 Reg. 01/03/1978

HOME OF THE WHOPPER Registered Reg. 782990 Reg. 01/05/1965

KING JR Registered Reg. 5392316 Reg. 01/30/2018

WHOPPER Registered Reg. 899775 Reg. 09/29/1970

WHOPPER Registered Reg. 3736973 Reg. 01/12/2010

WHOPPER Registered Reg. 3736954 Reg. 01/12/2010

We do not have a federal registration for the pending principal trademark in the chart above.
Therefore, this trademark does not have many legal benefits and rights as federally registered trademarks.
If our right to use this trademark is challenged, you may have to change to an alternative trademark, which
may increase your expenses. You must follow our rules when you use these trademarks. You cannot use
the trademarks as part of a corporate, limited liability company or partnership name or with modifying
words, designs or symbols. You may not use the trademarks in connection with the sale of any unauthorized
products or services or in any manner not authorized in writing by us.

There are no currently effective material determinations of the USPTO, the Trademark Trial and
Appeal Board, the Trademark Administrator of any state or any court relating to the principal trademarks.
There are no pending infringement, opposition or cancellation proceedings or material litigation involving
the principal trademarks. Under a final decree in a lawsuit with a prior user of the name “BURGER KING,”
the mark "BURGER KING" may not be used by BKC within a 20-mile radius of Mattoon, Illinois. In
addition, since January 1, 2020, our licensing and use of the trademarks is subject to the terms and
conditions of sub-license agreements between BKC and our wholly-owned subsidiary, BKC-IP, LLC
(“BKC-IP”). Under inter-company agreements, BKC has granted BKC-IP a perpetual, exclusive and sub-
licensable license to use the trademarks, and BKC-IP has granted BKC an exclusive and sub-licensable
license to use the trademarks for a period of 20 years, which may be extended for additional periods. If for
any reason the license to BKC under the inter-company agreements terminates or is not extended, BKC-IP
will assume all of the obligations of BKC under your Franchise Agreement so that your rights and
obligations under any Franchise Agreement will not be impacted in any material respect. Other than this
decree, and the inter-company agreements, there are no agreements currently in effect that significantly
limit our right to use or license the use of the principal trademarks in any manner material to you. We do
not know of any superior prior rights or infringing uses that could materially affect your use of the principal
trademarks in any state.

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 You must promptly notify us of any suspected infringement of or challenge to our trademarks. We
have sole discretion in deciding what action, if any, should be taken and the sole right to control any
administrative proceedings or litigation involving our trademarks and will decide whether to pursue any
suspected infringer. If we defend or commence litigation relating to the trademarks, you must sign
documents and do what our counsel believes is necessary to carry out the defense or prosecution. Unless
the litigation arises as a result of your use of the trademarks in a manner inconsistent with the Franchise
Agreement, we will reimburse you for your out-of-pocket costs in doing these things (except that you will
still bear the salary costs of your employees and any of your attorneys). Otherwise, we are not obligated
by the Franchise Agreement or any other agreement, to defend the rights granted to you to use the
trademarks or to defend you against claims of infringement or unfair competition. Nevertheless, it is
ordinarily in our best interest to do so.

If local laws or ordinances require that you file an affidavit of doing business under an assumed
name or otherwise make a filing indicating that “Burger King” is being used as a fictitious or assumed
name, you must include in that filing or application for use that the same is made "as a franchisee of Burger
King Corporation, Miami, Florida".

If we find it necessary to modify or discontinue the use of a particular trademark as a result of

litigation, or if we develop additional trademarks, or otherwise substitute trademarks for use in identifying
the System and the Restaurants operating under the System, you must immediately use the new marks in
place of the old marks upon receipt of our notice to do so. We have no obligation to reimburse you for any
expenses resulting from a change.

Upon termination or expiration of the Franchise Agreement, your right to use the BURGER KING
Marks will terminate and you may not thereafter identify yourself as a BURGER KING Franchisee or
publicly identify yourself as a former “Burger King” Franchisee or use or disclose any of BKC's trade
secrets, promotional materials, the BURGER KING Marks or any mark confusingly similar.

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 ITEM 14
PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION

We do not own any patents, copyrights or related applications that are material to your Restaurant
or the System. However, we do have common law copyright and proprietary rights in the MOD Manual
and certain other manuals and materials made available to you. These manuals and other materials contain
proprietary information and trade secrets and are loaned to you only for use in the operation of your
Restaurant.

The Franchise Agreement grants you the right to use the material, the manuals and other materials
for the term of the franchise and obligates you to operate the Restaurant in accordance with the format and
operating system set forth in the manuals. You may not print a copy of the manuals without our approval.
The manuals and these other materials contain our detailed standards, specifications, procedures and
techniques for operating your Restaurant. The manuals and all other materials and information provided
or disclosed to you regarding the System are disclosed in confidence. You may not, during or after the term
of the Franchise Agreement, communicate, divulge or use for the benefit of any other party any confidential
information, knowledge or know-how concerning the construction and methods of operation of the
Restaurant. You may divulge confidential information only to those of your employees who need access
to it to operate your Restaurant. Any information, knowledge or know-how (such as drawings, materials,
equipment, recipes and other data) that we designate as confidential will be confidential for purposes of the
Franchise Agreement. You must comply with all changes or additions made by us to the manuals.

There are no currently effective determinations of the USPTO, or any court, or any pending
infringement, opposition or cancellation proceedings, or any material litigation involving any of our
manuals and other materials which is relevant to their use in the state in which your business will be located.
There are no currently effective agreements that significantly limit our rights to license the use of its
manuals or materials that is in any way material to your business. There are no infringing uses known to
us that could materially affect your use of these items in any state.

We have the right, but not the obligation, under the terms of the Franchise Agreement, to protect
your right to use our manuals and other materials. Similarly, we have the right, but not the obligation, to
protect you against claims of infringement or unfair competition arising out of your use of these items. You
agree to cooperate in the prosecution of any action to prevent the infringement, imitation, illegal use or
misuse of our manuals and other materials. You also agree to be named as a party in any action if requested
by us. While we are not required to defend you from a claim against your use of these items, we will pay
the costs of such defense (provided we are made aware of the claim on a timely basis and provided you
take any action we may require regarding your use of these items), except those you independently elect to
incur through counsel of your own choosing. We will control the defense.

Upon termination or expiration of your Franchise Agreement, you must immediately return to us
all copies of your manuals and all other materials containing trade secrets, whether in print or electronic
form.

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 ITEM 15
OBLIGATION TO PARTICIPATE

IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS

As described in Item 1 of this disclosure document, we recognize 2 types of franchise ownership:

Individual/Owner-Operator and Entity. The requirements for personal participation in the operation of the
business differ for the 2 types of ownership, as reflected in the forms of Franchise Agreements used for
them.

In either case, your Restaurant must be staffed at all times with a sufficient number of trained
employees including at least one restaurant manager who has, within 6 months after becoming manager,
successfully completed our training program as described in Item 11 to ensure that our operational standards
are met.

BURGER KING Restaurant Franchise Agreement (Individual/Owner-Operator). You must meet

rigid, established qualifications and successfully complete our training program described in Item 11 of this
disclosure document. One of the named Franchisees must contractually agree to participate personally in
the direct "on-premises" operation of the franchised business (Operating Partner), live near the Restaurant
(and any other BURGER KING Restaurant(s) operated by the Franchisee) and must devote full time and
best efforts to the day-to-day operation of the Restaurant(s) with no operational or management
commitment in other businesses (except other BURGER KING Restaurants). None of the individuals may
own, operate or have any interest in any hamburger business except other BURGER KING Restaurants. In
addition, the Operating Partner must retain a minimum of 50% equity ownership in the business, including
profits. If we consent to your assignment of the Franchise Agreement to an operating company approved
by us, the named Franchisees will retain personal liability to us for all obligations under the Franchise
Agreement.

BURGER KING Restaurant Franchise Agreement (Entity). You must designate a Managing
Owner (that has been approved by us) who must have the authority to bind you in your dealings with us
and our affiliates and who can direct any action necessary for your compliance with the Franchise
Agreement or any other agreements relating to your Restaurant. As Managing Owner, you will have
personal liability to us for all obligations under the Franchise Agreement. If you are signing a Corporate
Addendum to the Entity form of Franchise Agreement, your Managing Owner may be a direct or indirect
parent entity of the Franchisee. You must designate an individual (which can be you) as Managing Director,
who must be approved by us, must complete our training program and must personally direct the "on
premises" day-to-day operations of the franchised Restaurant(s) with no other operational or management
commitments or involvements in other businesses (except other BURGER KING Restaurants). If there are
6 or fewer Restaurants owned under the Entity structure, generally the Managing Director and the Managing
Owner of the Franchisee must be the same person. The Managing Director must live in the vicinity of the
Restaurant, but is not required to have an equity interest in the Franchisee. We may permit a Managing
Director to have management responsibilities of other businesses under very limited circumstances, and
with express written authorization from us. One such circumstance would be when a BURGER KING
Restaurant operated as an MRS or in-line facility is located within premises that utilize multiple business
concepts under a common ownership. The Managing Director and the Owners of the franchise cannot have
any interest in any other hamburger business.

We require the Managing Director and each Owner to sign an agreement not to disclose or misuse
the MOD Manual or any other confidential information and not to have an interest in any other hamburger
business. Generally, one of the conditions for Entity ownership is that one or more individuals or entities
designated as “Owners” guarantee and be responsible for the Franchisee’s obligations to us.

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 If you are a Franchisee signing a Corporate Addendum to the Entity form of Franchise Agreement,
you must own the entire equity interest in the franchise, including any profits derived from the operation of
the franchised Restaurant, and must employ a Managing Director as described above. We may permit a
Managing Director of a Franchisee signing a Corporate Addendum to the Entity form of Franchise
Agreement to have management responsibilities of other businesses under very limited circumstances, and
with express written authorization from us. One such circumstance would be when a BURGER KING
Restaurant is operated in an MRS facility that utilizes multiple business concepts under a common
ownership. As described in Item 1 of this disclosure document, a direct and indirect parent entity of a
Franchisee signing a Corporate Addendum to the Entity form of Franchise Agreement must guarantee the
Franchisee's obligations to us. We may require a guarantee from an affiliate or subsidiary, depending on
the ownership interests and financial capability of the Franchisee.

BKC requires each Owner to sign agreements not to disclose or misuse the MOD Manual or any
other confidential information. Further, Owners are not permitted to have an interest in any other hamburger
business.

Franchisees signing a Corporate Addendum to the Entity form of Franchise Agreement that qualify
as Contract Feeders may, subject to certain conditions, operate competing fast-food businesses. On a very
limited basis and subject to certain conditions, we may permit a Franchisee signing a Corporate Addendum
to the Entity form of Franchise Agreement to operate and have a financial interest in a competing fast-food
business or may allow such a Franchisee with minority shareholders who also have interests in competing
fast-food businesses.

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 ITEM 16
RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL

You must use the Restaurant solely for the operation of a BURGER KING Restaurant and must
keep the Restaurant open and in normal operation for the minimum hours and days as we specify in the
Franchise Agreement or otherwise in writing.

You must operate the Restaurant in strict conformity with the methods, standards and specifications
as we prescribe in the MOD Manual or otherwise in writing.

You must offer for sale and sell at the Restaurant all and only those products and services as are
expressly authorized by us in the MOD Manual or otherwise in writing and only in accordance with our
specifications and standards. If your Restaurant is located in an area that is serviced by a delivery
aggregator (e.g., Uber Eats) you must offer food for delivery to customers. Certain products and services
may be required within the Designated Market Area that your Restaurant is located in, although not
mandated nationwide. We may require you to participate in the loyalty program, currently referred to as the
ROYAL PERKS Loyalty Program, for all new and existing BURGER KING® restaurants via the
technology platforms we require. These technology platforms are the same platforms that enable ordering
and delivery via the Burger King® app and website. Customers who are members of the ROYAL PERKS
Loyalty Program can earn points, currently referred to as Crowns, and redeem points for eligible menu
items at any BURGER KING® restaurant. You must honor these loyalty points at your Restaurant as
provided in your MOD Manual or otherwise in writing and only in accordance with our specifications and
standards. Currently, points are earned through member purchases on the BK® mobile app or website.

You may offer products and menu items for sale at whatever price you want except with respect to
products on the Value Menu, which are subject to a maximum price set by us. You are not bound by any
sales price that we may recommend or suggest except that with respect to Value Menu items, you may only
charge prices that are at or below the maximum price set by us. We can change the menu items, ingredients,
products, materials, supplies and paper goods or the standards and specifications of each and there are no
limits on our ability to do so. You must promptly comply with the new requirements. We have
specifications and standards for the products offered at your Restaurant, and for the ingredients, packaging,
and paper goods used in the preparation serving and sale of such products, that you must procure from
suppliers approved by us.

You may not install at the Restaurant any public telephones, newspaper racks, juke boxes, vending
machines, amusement rides, lottery ticket terminals, automated teller machines, internet terminals, video
games or any other games or machines without our written authorization.

You may offer and sell products only at retail, and not for redistribution or resale. We do not limit
the customers to whom you may sell goods or services, except that you may only sell products and services
(1) to drive-thru customers if you are operating a Drive Thru Only Restaurant, and (2) to delivery customers
if you are operating a Delivery Restaurant, unless you also have installed a walk up window or a small
outdoor seating area.

See Item 8 for additional information on restrictions covering what you may sell.

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 ITEM 17
RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION

THE FRANCHISE RELATIONSHIP

These tables list certain important provisions of the Franchise Agreement and related
agreements. You should read these provisions in the agreements attached to this disclosure document.

FRANCHISE AGREEMENT
(Exhibits D1 and D2)
(Individual/Owner-Operator and Entity forms, respectively)

SECTION IN
FRANCHISE
PROVISION AGREEMENT SUMMARY
a. Length of the Sec. 1 Term is 20 years for freestanding Restaurant;
franchise term may be less for non-traditional locations or
where property control is for a shorter period.1
b. Renewal or extension Sec. 1, 17 No right of renewal. Option to obtain a successor
of the term Franchise Agreement up to 20 years if in
compliance with Franchise Agreement and with
all other agreements with us, if property control is
obtained, and if Franchisee meets our then current
successor requirements. No successor Franchise
Agreement option if you are in the Big-Box
Program or operate a Delivery Restaurant.
c. Requirements for you Sec. 17 Submit and obtain our approval of Successor
to renew or extend Franchise Application and General Release, sign
the current Franchise Agreement which may
have materially different terms than those in your
Franchise Agreement and pay successor
franchise fee, sign any other agreements
including Successor Addendum (Exhibits H1 -
H4), comply with building upgrades, inspections.
d. Termination by you Addenda to Subject to state law, if you are in the Big-Box
Franchise Agreement Program and you or the retailer terminate the
lease for your Restaurant without cause, your
Franchise Agreement will also terminate.
Subject to state law, under the Successor
Incentive Option Programs described in Item 5
you have the right to terminate the successor
Franchise Agreement based upon the failure of a
Restaurant’s gross sales to meet certain levels.
e. Termination by us Not Applicable
without cause
f. Termination by us Sec. 1, 18 We may terminate only if you default or upon 30
with cause days’ prior written notice if you continue
operating the Restaurant after the Franchise
Agreement expires.
g. "Cause" defined -- Sec. 18 5 days to cure: operational, quality, health and
curable defaults sanitation standards defaults; sale of unapproved
products; abandonment of franchise relationship;
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 SECTION IN
FRANCHISE
PROVISION AGREEMENT SUMMARY
cease to occupy restaurant premises; and
obtaining and maintaining required insurance.
10 days to cure: non-payment of royalty,
advertising fees.
30 days to cure: failure to submit reports timely;
use of unapproved equipment; uniforms;
deleterious or unacceptable behavior; failure to
maintain credit rating or pay bills; unsatisfied
judgment; abandonment; failure to restore
building after damage or destruction; failure to
operate Restaurant in accordance with all laws
and regulations. 12 months to cure a remodel
default under the 2018 Image Standard Program.
(See Item 6).
h. "Cause" defined -- Sec. 18 Non-curable defaults: bankruptcy,2 admit
defaults which cannot inability to pay debts. Conviction of indictable
be cured offense punishable by imprisonment for more
than 1 year, crime for which material element is
fraud, dishonesty, or moral turpitude, or any
other crime or offense arising or related to the
operation of the Restaurant or any other
BURGER KING® Restaurant you operate;
unfair competition; knowingly and intentionally
submit false or misleading statements;
understatement of gross sales; failure to close
immediately in event of serious health and safety
issues; unauthorized transfer; repeated breaches
of Franchise Agreement after notice that we will
terminate upon further breach. Termination of
lease by retailer for your Restaurant if in the Big-
Box Program. Termination of agreement with
delivery aggregator for your Restaurant if you
are operating a Delivery Restaurant.
i. Your obligations on Sec. 18 Stop use of trademarks, de-identification of
termination / non- restaurant; payment of amounts due, including
renewal royalties and advertising contributions for the
remainder of the term; return of M.O.D. Manual
and proprietary information.
j. Assignment of Sec. 21 We may assign at any time.
contract by us
k. "Transfer" by you – Sec. 15 Restrictions apply to transfer, sale or assignment
defined of agreement; change of ownership interests;
pledging, mortgaging or giving security interest,
transfer fees.
l. Our approval of Sec. 15, 16 Our consent required before transfer.
transfer by you
m. Conditions for our Sec. 15 Buyer must be approved, all monies paid current,
approval of transfer payment of transfer fees and New Franchisee
Training Fee; assignment of existing Franchise
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 SECTION IN
FRANCHISE
PROVISION AGREEMENT SUMMARY
Agreement or signing of then current Franchise
Agreement (the terms of which may substantially
differ), general release by seller, restaurants
inspected; all repair and maintenance performed
and restaurant brought up to current image.
n. Our right of first Sec. 16 We and our designee have right to purchase
refusal to acquire your Restaurant, or any interest or part, based on same
business terms of a third-party offer.
o. Our option to Not Applicable
purchase your business
p. Your death or Sec. 15 Heir must be approved by us or sell interest
disability within 24 months. We have option of operating
and/or managing restaurant until Heir approved
or interest is transferred.
q. Non-competition Sec. 12, 19 May not own, operate or have any interest in any
covenants during the other hamburger business. You cannot use the
term of the franchise BURGER KING System, BURGER KING
Marks, or other trade secrets except in
connection with the operation of a BURGER
KING® Restaurant.
r. Non-competition Sec. 12 You cannot use the BURGER KING System,
covenants after the BURGER KING Marks, or other trade secrets
franchise is terminated except in connection with the operation of a
or expires3 BURGER KING® Restaurant.
Sec. 19 For 1 year after termination at or within 2 miles
of your restaurant, you may not own, operate or
have any interest in any other hamburger
business.
s. Modification of the Sec. 21 The Franchise Agreement may only be modified
agreement or amended in writing.
t. Integration / merger Sec. 21 (K) of Franchise Agreement, any addenda, and
clause Individual form; Sec. TRA/MTRA, as applicable, constitute the entire
21 (J) of Entity form agreement. Any representations or promises
outside of the disclosure document and the
Franchise Agreement, any addenda, and
TRA/MTRA, as applicable, may not be
enforceable.
u. Dispute resolution by Sec. 20 Mandatory non-binding mediation of
arbitration or mediation development disputes, no mandatory arbitration
provision. Voluntary participation, at
Franchisee’s election, in arbitration process if a
development dispute arises. However, a
Franchisee operating a Delivery Restaurant
waives all rights to dispute development of
another Restaurant.
v. Choice of forum Sec. 21 Subject to state law, litigation must be brought in
the U.S. District Court for the Southern District
of Florida, or the applicable state court in Miami-
Dade County, Florida.
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 SECTION IN
FRANCHISE
PROVISION AGREEMENT SUMMARY
w. Choice of law Sec. 21 Subject to state law, Florida law generally
applies.

FRANCHISE AGREEMENT FOOTNOTES:

1. If you participate in the Big-Box Program, the term of the Franchise Agreement will be 10 years. If
you operate a Delivery Restaurant, the term of the Franchise Agreement will be 1 year.

2. Caveat for Termination upon Bankruptcy

A provision in the Franchise Agreement that terminates the franchise upon the bankruptcy of the
franchisee may not be enforceable under Title 11, United States Code Section 101.

3. Certain Franchisees signing a Corporate Addendum to the Entity form of Franchise Agreement may
have the right under certain conditions to operate competing businesses.

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 TARGET RESERVATION AGREEMENT ("TRA")
MULTIPLE TARGET RESERVATION AGREEMENT ("MTRA")
(Exhibits C1 and C2)

SECTION IN TRA/
PROVISION MTRA SUMMARY
a. Length of the term of Art. 3 TRA typically 1 to 1 1/2 years. MTRA typically 2 to
the TRA/MTRA 3 years.
b. Renewal or extension Not Applicable No provision for renewal or extension but we may
of the term consider an extension if the one-time cure becomes
applicable under Art. 6.2.
c. Requirements for you Not Applicable
to renew or extend
d. Termination by you Not Applicable
e. Termination by us Art. 1.4 If we propose to develop a Restaurant in the Target
without cause Area(s) in the MTRA or TRA either for ourselves or
through another Franchisee we will give you the
option to develop that Restaurant. If you do not
exercise the option we or the third party can develop
the Restaurant at the site and we can terminate the
MTRA or TRA, as applicable, and refund your
remaining franchise fee deposit.
f. Termination by us Art. 6 We may terminate only if you default.
with cause
g. "Cause" defined -- Art. 6.1 Expiration of site approval or failure to open
curable defaults Restaurant(s) by scheduled date. May be cured 1 time
only. Additional non-refundable fee required
h. "Cause" defined -- Art. 6.1 Failure to obtain franchise or construction approval by
defaults which cannot be deadline, complete training, open Restaurant by
cured deadline; unauthorized transfer; failure to comply
with all our agreements; bankruptcy;2 knowing and
intentional submission of false or misleading
information; and having operations that fail to score in
the top 50% of the peer category or received a letter
grade of “D” or “F” in any metric used by BKC to
measure operational performance, as measured by
BKC.
i. Your obligations on Art. 6.3 All rights canceled. Deposit forfeited if termination
termination/non-renewal due to your default.
j. Assignment of TRA-Art. 11.2 We may assign at any time.
contract by us MTRA- Art. 11.2
k. "Transfer" by you – TRA- Art. 11.2 Assignment, transfer or encumbrance of rights.
defined MTRA Art. 11.2
l. Our approval of TRA-Art. 11.2 Assignment prohibited.
transfer by you MTRA Art. 11.2
m. Conditions for our Not
approval of transfer Applicable
n. Our right of first Not Applicable
refusal to acquire your
business

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 SECTION IN TRA/
PROVISION MTRA SUMMARY
o. Our option to Not Applicable
purchase your business
p. Your death or Not Applicable
disability
q. Non-competition Not Applicable See Franchise Agreement, Restrictive Covenant
covenants during the provision, Paragraph 19.1
term of the franchise
r. Non-competition Not Applicable See Franchise Agreement, Restrictive Covenant
covenants after the provision, under Paragraph 19.
TRA/MTRA is
terminated or expires
s. Modification of the TRA-Art. 10 Any modifications must be in writing and signed by
agreement MTRA-Art. 10 the parties.
t. Integration / merger TRA-Art. 10 The TRA constitutes the entire agreement. The
clause MTRA-Art. 10 MTRA constitutes the entire agreement. Any
representations or promises outside of the disclosure
document and the TRA and MTRA, as applicable,
may not be enforceable.
u. Dispute resolution by Not Applicable Franchise Agreement requires mediation of
arbitration or mediation development disputes and you may voluntarily agree
to arbitration.
v. Choice of forum TRA- Art. 11.5 Subject to state law, litigation must be brought in the
MTRA- Art 11.5 U.S. District Court for the Southern District of
Florida, or if such court lacks jurisdiction, the 11th
Judicial Court (or its successor) in and for Miami-
Dade County, Florida.
w. Choice of law TRA-Art. 11.5 Subject to state law, Florida law generally applies.
MTRA-Art. 11.5

TRA/MTRA FOOTNOTES:

1. Certain "Contract Feeder" Franchisees signing a Corporate Addendum to the Entity form of Franchise
Agreement may have the right under certain conditions to operate competing businesses.

2. Caveat for Termination upon Bankruptcy

A provision in the TRA/MTRA that terminates the franchise upon the bankruptcy of the developer
may not be enforceable under Title 11, United States Code Section 101.

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 LEASE/SUBLEASE AGREEMENT(S) ("BKL")
(Exhibit G1)

PROVISION SECTION SUMMARY

IN BKL
a. Length of the term of the Sec. 2.1 Term is 20 years for freestanding franchise; may be
BKL less for non-traditional locations. Will vary by location
depending on property control. Where we own the
property, the typical term is 20 years.1
b. Renewal or extension of Not No right of renewal. Depending on property control, if
the term Applicable you meet the requirements for a successor franchise,
we may offer you a new lease.
c. Requirements for you to Not After completion of required remodeling, you will have
renew or extend. Applicable to sign the current form of the BKL and Franchise
Agreement and pay a successor franchise fee, current
royalty, advertising rates and rent, if applicable, and
sign a release.
d. Termination by you Not You have no right to terminate.
Applicable
e. Termination by us without Not We have no right to terminate without cause.
cause Applicable
f. Termination by us with Sec. 9 Failure to cure any default after receipt of notice. In
cause some cases no cure period is required, but for most
defaults, the period is 30 days. If any law or rule
requires a longer notice or cure period than that
provided in the BKL, the period required by law or rule
will apply.
g. "Cause" defined – curable Sec. 6.6, 9 You have 5 days to restore Building Improvement
defaults Funds if expended by us because of your default. You
have 10 days to cure: non-payment of rent and
percentage rent; You have 30 days to cure: failure to
submit reports timely, understatement of gross sales,
unauthorized transfer, loss of premises, failure to
restore building after damage or destruction.
h. "Cause" defined – defaults Sec. 9 Non-curable defaults: bankruptcy; you knowingly and
which cannot be cured intentionally submit false or misleading statements to
us; assign BKL without consent; default after notice
from us of multiple defaults; default under the
Franchise Agreement.
i. Your obligations on (a) Sec. 16.7 Removal of hazardous waste materials, removal of
termination / non-renewal (b) Sec. 2 underground or above ground storage tank, soil
remediation and surrender site free of hazardous
substances generated or used by you during lease term;
fixtures and any personal property not removed by you
become our property; make payment to us for repairs.
j. Assignment of contract by Sec. 13.1 We may assign at any time.
us
k. "Transfer" by you – Sec. 13.2 Any sale, assignment or transfer of your interest in the
defined BKL.
l. Our approval of transfer by Sec. 13.2 Our written consent is required; must be in connection
you with sale of franchise rights.

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 PROVISION SECTION SUMMARY
IN BKL
m. Conditions for our Sec. 13.2 and Buyer must meet financial, operational, credit, legal
approval of transfer Sec. 13.3 criteria, approval of contract of sale; comply with
ownership and corporate governing instrument
requirements; satisfaction of all obligations at time of
transfer; completion of training; payment of transfer
fee; execution of any assignment, a general release of
us by seller, and a current Franchise Agreement.
n. Our right of first refusal to Sec. 14 We have a right of first refusal to purchase any
purchase your business. adjacent property you control based on the same terms
and conditions of a bona fide offer from a third party.
We have 20 business days after receipt of notice and
furnishing of all reasonably requested information in
order to notify you of its intent to accept or reject the
offer.
o. Our option to purchase Not
your business Applicable
p. Your death or disability Not
Applicable
q. Non-competition Not
covenants during the term of Applicable
the BKL
r. Non-competition Not
covenants after the BKL is Applicable
terminated or expires
s. Modification of the Sec. 17.13 The Agreement may only be modified or amended in
agreement writing.
t. Integration / merger clause Sec. 17.13 The BKL (and any applicable addenda) constitute the
entire agreement. Any representations or promises
outside of the disclosure document and the BKL may
not be enforceable.
u. Dispute resolution by Sec. 17.1 Arbitration only in cases of condemnation; held in
arbitration or mediation Miami Dade County.
v. Choice of forum Not
Applicable
w. Choice of law Sec. 17.4 Florida law applies.

BKL FOOTNOTES:

1. This period may be less if we lease the Restaurant or property at the Restaurant from a third party, and
the underlying lease is for less than this time period.

2. Caveat for Termination upon Bankruptcy.

A provision in the BKL that terminates the franchise upon the bankruptcy of the franchisee may not
be enforceable under Title 11, United States Code Section 101.

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 AREA DEVELOPMENT AGREEMENT
(Exhibit M)

PROVISION SECTION IN AREA SUMMARY

DEVELOPMENT
AGREEMENT
a. Length of the term of the Art. IV Generally 8 years.
Area Development
Agreement
b. Renewal or extension of Not Applicable No right of renewal.
the term
c. Requirements for you to Not Applicable No right of renewal.
renew or extend.
d. Termination by you Not Applicable You have no right to terminate.
e. Termination by us Not Applicable We have no right to terminate without cause.
without cause
f. Termination by us with Sec. 5.4; Art. IX We may terminate only if you default.
cause
g. "Cause" defined – curable Sec. 6.5; Art. IX 10 days to cure or other cure period under
defaults applicable Franchise Agreement: Failure to pay
amounts due to us.
30 days to cure: bankruptcy which is not
dismissed;1 or failure to comply with any other
terms of the Area Development Agreement or any
applicable Franchise Agreement.
h. "Cause" defined – Sec. 5.4; Art. IX Transfer of the Area Development Agreement;
defaults which cannot be Failure to meet requirements for franchise approval
cured under the Area Development Agreement; Failure to
meet the “Cumulative Opening Target” following
the end of a development year; duplication of the
BURGER KING® System; breach of
confidentiality; breach of any restrictive covenant
of any applicable Franchise Agreement; inability to
pay debts or appointment of receiver; opening a
New Developer Restaurant without franchise
approval or site approval and/or without having
delivered to us a Franchise Agreement for such
Restaurant and applicable franchise fee;
challenging the validity of any of the BURGER
KING Marks; or providing any materially false or
misleading information to us; the commission of
any materially adverse action by a board member
or senior officer; having a ratio of third party debt
(minus cash) to trailing 12 months EBITDA
greater than 3.5 times; having a ratio of third party
debt plus product of eight times rental payments
made during prior 12 month period, minus cash, to
trailing 12 months EBITDAR to be greater than 6
times; and having Restaurant operations that fail to
score in the top 50% of their peer category or
receive a “D” or “F” in any metric used by BKC to

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 PROVISION SECTION IN AREA SUMMARY
DEVELOPMENT
AGREEMENT
measure operational performance, as measured by
BKC.
i. Your obligations on Section 7.7, 10.2, All rights granted under the Area Development
termination / non-renewal 10.4, 13.1; Art. IX Agreement and all franchise approvals for
Restaurants not yet opened terminate, and if we
terminate the Area Development Agreement before
the expiration of the term of the Agreement, we
will retain all Prepaid Franchise Fees previously
paid to us, and you must pay liquidated damages to
us in an amount equal to the next installment, if
any, of Prepaid Franchise Fees that would have
come due following the termination.
j. Assignment of contract by Section 11.4 We may assign at any time.
us
k. "Transfer" by you – Sec. 11.1; 11.2; 11.3 Restrictions apply to assignment, transfer, sale,
defined conveyance, charge, encumbrance, mortgage,
pledge, hypothecation, leasing, licensing,
sublicensing, or other disposition of the Area
Development Agreement or any rights granted
under the Area Development Agreement, or the
subcontracting or transfer of any assets necessary
for you to fulfill your obligations under the Area
Development Agreement.
l. Our approval of transfer Sec. 11.1 Our consent required before transfer.
by you
m. Conditions for our Sec. 11.1 Any transfer requires our prior written consent,
approval of transfer which consent may be withheld in our sole
discretion.
n. Our right of first refusal Not Applicable
to purchase your business.
o. Our option to purchase Not Applicable
your business
p. Your death or disability Not Applicable
q. Non-competition Art. X Includes a ban on owning, operating or having any
covenants during the term interest in any hamburger business. Your owners
must also agree to abide by these terms.
r. Non-competition Art. X Same as above, lasting for 1 year (on business
covenants after termination activities within certain geographic areas)
or expiration following termination.
s. Modification of the Sec. 18.9 The Area Development Agreement may only be
agreement modified or amended in writing.
t. Integration / merger clause Art. XVI The Area Development Agreement constitutes the
entire agreement. Any representations or promises
outside of the disclosure document and the Area
Development Agreement may not be enforceable.
u. Dispute resolution by Sec. 6.2 You agree to participate in any mediation or
arbitration or mediation arbitration conducted by us if we receive an

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 PROVISION SECTION IN AREA SUMMARY
DEVELOPMENT
AGREEMENT
objection from another Franchisee in connection
with the development of a site for a Restaurant.
v. Choice of forum Sec. 18.4 Subject to state law, litigation must be brought in
the U.S. District Court for the Southern District of
Florida, or if such court lacks jurisdiction, the 11th
Judicial Court (or its successor) in and for Miami-
Dade County, Florida.
w. Choice of law Sec. 18.4 Subject to state law, Florida law generally applies.

AREA DEVELOPMENT AGREEMENT FOOTNOTES:

1. Caveat for Termination upon Bankruptcy

A provision in the Area Development Agreement that terminates the franchise upon the bankruptcy of
the developer may not be enforceable under Title 11, United States Code Section 101.

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4869-7738-5476, v. 2

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 ITEM 18
PUBLIC FIGURES

We do not use any public figures to promote or recommend our franchise.

[THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]

4889-1010-7652, v. 2

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 ITEM 19
FINANCIAL PERFORMANCE REPRESENTATIONS

The FTC’s Franchise Rule permits a franchisor to provide information about the actual or potential
financial performance of its franchised and/or franchisor-owned outlets, if there is a reasonable basis for
the information, and if the information is included in the disclosure document. Financial performance
information that differs from that included in Item 19 may be given only if: (1) a franchisor provides the
actual records of an existing outlet you are considering buying; or (2) a franchisor supplements the
information provided in this Item 19, for example, by providing information about possible performance at
a particular location or under particular circumstances.

The first sections of this Item, through the Image Sales Contributions Comparison, includes certain
information about gross sales of franchisee and company-owned BURGER KING Restaurants in the United
States during the 12-month period ended December 31, 2021 ("Sales Distributions"). Gross sales reported
in this Item has the same meaning as the term Gross Sales in the Franchise Agreement; that is, all sums
charged for goods, merchandise or services sold at or from the Restaurant and from any other approved
location, including all premiums, but excluding sales taxes.

Sales Distributions are provided separately for "Traditional Restaurants," "Non-Traditional

Restaurants," and four types of "Fuel Co-Branded Restaurants," as those terms are used for purposes of this
Item. Sales Distributions are also provided for Modern Image "Traditional Restaurants" compared to
Legacy Image "Traditional Restaurants" as those terms are defined in this Item. For purposes of this Item,
"Non-Traditional Restaurants" include the following types of BURGER KING Restaurants:

(1) In-line facilities;

(2) Restaurants or food courts at institutional locations (such as airports, military facilities,
colleges, schools, office buildings, retail stores, tourist locations, and turnpikes; see
Item 7);
(3) Conversion Restaurant facilities;
(4) Drive-thru only facilities;
(5) Mall location facilities;
(6) Mobile Restaurant units (buses/trailers);
(7) Big Box Retail;
(8) Fuel Co-Branded Restaurants; and
(9) Delivery Restaurants.

For purposes of this Item, "Traditional Restaurants" are all Restaurants other than those included
as "Non-Traditional Restaurants". There were 7,054 franchisee-owned Restaurants and 51 company-owned
BURGER KING Restaurants open during the entire 12-month period ended December 31, 2021.

The Sales Distributions presented here do not reflect the sales distributions of all the varying facility
types or sizes or facility locations.

We will make available to you, on reasonable request, data used in preparing this Item 19, in a form
that does not identify any individual franchisee owned Restaurant.

Some Restaurants have sold these amounts. Your individual results may differ. There is no
assurance you’ll sell as much.

Item 19
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 In providing the information contained in this Item, we are not making a representation or guarantee
that you will or may achieve any level of sales or check amount shown in this Item. We do not make any
representation or guarantee of future sales, costs, income or profits.

You should construct your own pro forma cash flow statement and make your own projections
concerning potential sales, operating costs, total capital investment requirements, cash injection, debt,
overall potential cash flow, and other financial aspects of operating a BURGER KING Restaurant. You
should not rely solely on information provided by us, but should conduct your own independent
investigation of costs and sales potential for your proposed Restaurant. You should consult an accountant,
attorney and existing BURGER KING Franchisees.

The data used in preparing the information in this Item has been prepared on a basis consistent with
generally accepted accounting principles to the extent applicable; BKC has not independently confirmed
Gross Sales or other information reported by Franchisees for franchisee Restaurants, but has relied on the
Gross Sales and other information as reported by Franchisees.

THE REVENUE FIGURES IN THIS ITEM 19 DO NOT REFLECT THE COSTS OF SALES,
OPERATING EXPENSES, OR OTHER COSTS OR EXPENSES THAT MUST BE DEDUCTED FROM
THE GROSS REVENUE OR GROSS SALES FIGURES TO OBTAIN YOUR NET INCOME OR
PROFIT. YOU SHOULD CONDUCT AN INDEPENDENT INVESTIGATION OF THE COSTS AND
EXPENSES YOU WILL INCUR IN OPERATING YOUR BURGER KING® RESTAURANT.
FRANCHISEES OR FORMER FRANCHISEES, LISTED IN THIS DISCLOSURE DOCUMENT, MAY
BE ONE SOURCE OF THIS INFORMATION.

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 SALES DISTRIBUTIONS

"Traditional" and "Non-Traditional" Restaurants

Percentage of Restaurants at Sales Level(3)
January 1, 2021 – December 31, 2021

Traditional(1) Non-Traditional(2)
Annual Sales Level - Franchisee- Franchisee-
Consolidated Company-owned
Range Owned Owned
Above $1.9M 17.5% 4.5% 17.6% 9.1%
$1.7M-$1.9M 10.0% 6.8% 10.1% 3.1%
$1.5M-$1.7M 14.1% 25.0% 14.0% 7.3%
$1.3M-$1.5M 17.5% 11.4% 17.6% 9.8%
$1.1M-$1.3M 17.3% 13.6% 17.3% 15.0%
$0.9M-$1.1M 13.7% 20.5% 13.7% 16.1%
$0.7M-$0.9M 6.9% 13.6% 6.9% 16.4%
Below $0.7M 2.9% 4.5% 2.9% 23.2%

Total 100% 100% 100% 100%

Mean Average Sales $1,470,138 $1,284,277 $1,471,492 $1,120,071

#/% Meeting or
Exceeding Mean 2,700 / 44% 21 / 48% 2,673 / 44% 288 / 42%
Average Sales
Median Sales $1,401,678 $1,254,512 $1,402,222 $1,029,718
High Annual Sales $5,011,861 $2,050,440 $5,011,861 $4,886,786
Low Annual Sales $244,682 $579,844 $244,682 $48,318

Notes:

(1) The information provided in this Sales Distribution is sales information for a total of 6,343 Restaurants
treated as "Traditional" Restaurants for purposes of this Item. Of those Restaurants, 6,293 were franchisee-
owned and 50 were company-owned as of December 31, 2021. Only those Restaurants with 12 months
of actual sales as of December 31, 2021 are reported in this chart. As a result, 6 company-owned
Restaurants and 253 franchisee-owned Restaurants that were opened before 2021 and temporarily closed
during the year were not included. In addition, 1 company-owned Restaurant and 48 franchisee-owned
Restaurants that were permanently closed in 2021 were not included. None of the Restaurants that
permanently closed had been open for less than 12 months before closing. The 77 franchisee-owned
Restaurants that opened in 2021 without 12 months of sales were not included.

(2) The information provided in this Sales Distribution is sales information for a total of 762 Restaurants
treated as "Non-Traditional" Restaurants for purposes of this Item. Of those Restaurants, 761 Restaurants
were franchisee-owned and 1 was company-owned as of December 31, 2021. Only those Restaurants with
12 months of actual sales as of December 31, 2021 are reported in this chart. As a result, the following
were not included in the calculation: 77 franchisee-owned Restaurants that were opened before 2021 and
temporarily closed during the year, 21 franchisee-owned Restaurants that were permanently closed, and

Item 19
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 17 franchisee-owned Restaurants that opened in 2021 without 12 months of sales. None of the Restaurants
that permanently closed had been open for less than 12 months.

(3) Due to rounding, percentages may not equal 100%.

The sales levels, sales ranges, average and median sales shown above reflect the experience of certain
franchisee-owned and company-owned Restaurants and should not be considered as the actual or potential
sales that you will realize. We do not represent that you can expect to attain any particular sales level.

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 Fuel Co-Branded Restaurants

Basis for Presentation

The Sales Distributions for Fuel Co-Branded BURGER KING Restaurants present certain information
about Gross Sales of Fuel Co-Branded Restaurants during the 12 months ended December 31, 2021. For
purposes of this presentation, a "Fuel Co-Branded Restaurant" is a BURGER KING Restaurant attached to a
branded gas station, other than truck stops and gas stations at travel plazas on interstate highways. In many
instances, a convenience store is also located at the Co-Branded Restaurant. Separate Sales Distributions are
given for four categories of Fuel Co-Branded Restaurants, distinguished by size and seating capacity. These
four categories are as follows:

Category Approximate Size / Seating Capacity

“Full Size” 2300 square feet and larger; seats 50-70

"Large" 1500 - 2300 square feet; seats 40-65

"Small" 1200 - 1500 square feet; seats 30-40

"Kiosk" 200 - 1200 square feet; seats 0-30

The Sales Distribution for each category reflects the Gross Sales of all Restaurants in that category
that were open for the full 12 months ended December 31, 2021. All Fuel Co-Branded Restaurants whose
Gross Sales are reflected in the Sales Distributions are franchisee owned Restaurants, and Gross Sales reflect
Gross Sales as reported by the Franchisees. These reported Gross Sales have not been independently verified
by us.

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 SALES DISTRIBUTIONS

Fuel Co-Branded Restaurants

January 1, 2021 – December 31, 2021

Full Size(1) Large(2)

Number of Number of
Annual Sales Level - Percentage of Percentage of
franchised franchised
Range Total Sales(3) Total Sales(3)
restaurants restaurants
Above $1.7M 11 27.9% 9 11.8%
$1.5M-$1.7M 6 11.6% 10 10.1%
$1.3M-$1.5M 11 19.0% 18 15.7%
$1.1M-$1.3M 10 14.9% 31 23.1%
$0.9M-$1.1M 13 16.3% 33 20.9%
$0.7M-$0.9M 8 8.2% 26 12.9%
Below $0.7M 3 2.1% 15 5.5%

Total 62 100.0% 142 100.0%

Mean Average Sales $1,300,183 $1,114,420

#/% Meeting or
Exceeding Mean 28 / 45% 63 / 44%
Average Sales
Median Sales $1,206,543 $1,086,697
High Annual Sales $2,407,051 $2,892,675
Low Annual Sales $397,119 $456,516

Notes:

(1) Only those Restaurants with 12 months of actual sales as of December 31, 2021 are reported in this
chart. There was1 franchisee owned Restaurant that was excluded as it was permanently closed during
2021. This Restaurant had been open for more than 12 months before closing.

(2) Only those Restaurants with 12 months of actual sales as of December 31, 2021 are reported in this
chart. There were 3 franchisee owned Restaurants that were excluded. One due to temporary closure
for 12 months and 2 that were permanently closed. None of the Restaurants that permanently closed
had been open for less than 12 months before closing. There was 1 franchisee owned Restaurant that
opened in 2020 without 12 months of sales that was not included.

(3) Due to rounding, percentages may not equal 100%.

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 SALES DISTRIBUTIONS

Fuel Co-Branded Restaurants

January 1, 2021 – December 31, 2021

Small(1) Kiosk(2)
Number of Number of
Annual Sales Level Percentage of Percentage of
franchised franchised
- Range Total Sales(3) Total Sales(3)
restaurants restaurants
Above $1.7M 6 29.3% 2 6.8%
$1.5M-$1.7M 1 4.0% 4 10.3%
$1.3M-$1.5M 2 6.7% 7 15.6%
$1.1M-$1.3M 10 29.3% 4 7.7%
$0.9M-$1.1M 2 4.9% 13 21.0%
$0.7M-$0.9M 8 15.3% 13 16.7%
Below $0.7M 7 10.6% 29 22.0%

Total 36 100.0% 72 100.0%

Mean Average Sales $1,153,731 $864,981

#/% Meeting or
Exceeding Mean 18 / 50% 32 / 44%
Average Sales
Median Sales $1,153,780 $825,439
High Annual Sales $2,565,935 $2,409,843
Low Annual Sales $447,997 $180,552

Notes:

(1) Only those Restaurants with 12 months of actual sales as of December 31, 2021 are reported in this chart.
There were 3 franchisee owned Restaurants that were excluded due to temporary closure. No Restaurants
were excluded due to permanent closure.

(2) Only those Restaurants with 12 months of actual sales as of December 31, 2021 are reported in this chart.
There were 7 franchisee owned Restaurants that were excluded due to temporary closure. No Restaurants
were excluded due to permanent closure. There were 4 franchisee owned Restaurants that opened in 2021
without 12 months of sales and were not included.

(3) Due to rounding, percentages may not equal 100%.

The sales levels, sales ranges, average and median sales shown in these charts reflect the experience
of certain franchisee owned Restaurants and should not be considered as the actual or potential sales that you
will realize. We do not represent that you can expect to attain any particular sales level.

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 COMPARISONS

In addition to providing the Sales Distribution information above, we have compiled the following
comparisons of various BURGER KING Restaurants in the United States:

(1) Image Sales Contribution comparisons between Modern and Legacy Image Restaurants; and
(2) Sales uplift for Burger King of Tomorrow Full Remodels;

These comparisons should be read together with all the related information about the factual basis and
material assumptions underlying them.

We will make available to you, on reasonable request, data used in preparing these comparisons, in a
form that does not identify any individual franchisee owned Restaurant.

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 (1) Image Sales Contributions Comparison

The sales comparison for Modern vs. Legacy Image franchisee owned Restaurants presents certain
information about Gross Sales of Traditional Restaurants operated by franchisees during the 12 months ended
December 31, 2021. For purposes of this presentation, a "Modern Image" Restaurant is a Restaurant with the
current 20/20 Light, Garden Grill, or Prime Image. "Legacy Image" includes all other images.

The Sales Distribution for the Modern and Legacy Image Restaurants reflects the Gross Sales of all
Restaurants with that Image that were open for the full 12 months ended December 31, 2021. These Gross
Sales reflect Gross Sales as reported by the franchisees and have not been independently verified by us.

SALES DISTRIBUTIONS

Modern vs. Legacy Image Traditional Restaurants

January 1, 2021 – December 31, 2021(1)

Modern Image Legacy Image

Annual Sales Level Annual Sales Level
Mean Average Sales(2) $1,473,602 $1,361,649
Median Sales $1,408,185 $1,304,285

Notes:

(1) 6,764 Restaurants were included in the analysis. Figures do not include the following Restaurants: 336
Restaurants that were opened before 2021 and temporarily closed for a portion of 2021, 70 Restaurants
that were permanently closed in 2021, and 94 Restaurants that opened in 2021 without 12 months of sales.
None of the Restaurants that permanently closed had been open for less than 12 months before closing.

(2) Of the 4,409 Modern Image Restaurants 1,967 or 44.6% of these Restaurants were at or above the Mean
Average Sales for Modern Image Restaurants, and of the 2,355 Legacy Image Restaurants 1,044 or 44.3%
of these Restaurants were at or above the Mean Average Sales for Legacy Image Restaurants. The highest
annual sales level for the Modern Image was $5,011,861 and the lowest annual sales level for the Modern
Image was $174,756. The highest annual sales level for the Legacy Image was $4,886,786 and the lowest
annual sales level for the Legacy Image was $48,318.

The sales levels shown above reflect the experience of certain franchisee owned Restaurants and
should not be considered as the actual or potential sales that you will realize. We do not represent that you can
expect to attain any particular sales level.

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 (2) Full Burger King of Tomorrow Remodels

Our Burger King of Tomorrow (BKoT) Image began being implemented in 2018. A total of 519
BURGER KING Restaurants, with an estimated CAPEX remodel expenditure of $650,000 or more, were
remodeled in the United States to the complete (full) BKoT Image Standards between April 8, 2018 and
December 31, 2020. Of these 519 completed remodels, 499 restaurants had sufficient data to be included in
the “remodel sample” (the "BKoT Restaurants"). (The 20 Restaurants that did not have sufficient data were
missing either construction start or construction completion dates.)

We reviewed the sales data of these 499 BKoT Restaurants for a period of 12 months after the BKoT
remodel was completed (the "Post-Period") and 12 months immediately before the start of construction of the
BKoT remodel (the "Pre-Period"). We then compared the same store sales of each of these BKoT Restaurants
against BURGER KING Restaurants in the same designated marketing area (DMA) (the “Control
Restaurants”). The Control Restaurants were made up of other BURGER KING Restaurants in the region that
had similar seasonality and same store sales trends as the BKoT Remodel Restaurants but excluded any
remodeled restaurant or any opening restaurant after January 1, 2017. The BKoT Restaurants experienced an
average same store sales increase from the Pre-Period to the Post-Period of 12.8% above the average increase
or decrease in same store sales for the Control Restaurants during these periods (the "Average BKoT Sales
Uplift"). The median same store sales increase was 11.7%. Additionally, the BKoT Restaurants experienced
an average same store traffic increase from the Pre-Period to the Post-Period of 10.6% above the average
increase or decrease in same store traffic for the Control Restaurants during these periods (the “Average BKoT
Traffic Increase”). (The median same store traffic increase was 9.3%.)

Of the 499 BKoT Restaurants, we have identified 93 of these Restaurants that underwent a conversion
from single drive-thru (SDT) facility to a double drive thru (DDT) facility (the “DDT BKoT Restaurants”).
The DDT BKoT Restaurants experienced an average same store sales increase from the Pre-Period to the Post-
Period of 16.4% above the average increase or decrease in same store sales for the Control Restaurants during
these periods (the "Average DDT Conversion BKoT Sales Uplift"), compared to 11.9% for the 406 Restaurants
that did not undergo a DDT drive-thru conversion (the "Average Non DDT Conversion BKoT Sales Uplift").
The median same store sales increase was 13.4% for DDT BKoT Restaurants compared to 11.3% for 406
Restaurants that did not undergo a DDT drive-thru conversion. Additionally, the DDT BKoT Restaurants
experienced an average same store traffic increase from the Pre-Period to the Post-Period of 13.2% above the
average increase or decrease in same store traffic for the Control Restaurants during these periods (the
“Average DDT Conversion BKoT Traffic Increase”), compared to 10% for the 406 Restaurants that did not
undergo a DDT drive-thru conversion (the “Average Non DDT Conversion BKoT Traffic Increase”). (The
median same store traffic increase was 9.8% for the DDT BKoT Restaurants compared to 9.3% for the 406
Restaurants that did not undergo a DDT drive-thru conversion).

Notes:

(1) Of the 499 BKoT Restaurants, 187 or 37% of the Restaurants were at or above the Average
BKoT Sales Uplift. Of the 499 BKoT Restaurants, 222 or 44% of the Restaurants were at or
above the Average BKoT Traffic Increase.

(2) Of the 93 BKoT Restaurants that underwent a DDT drive-thru conversion, 38 or 40% of the
Restaurants were at or above the Average DDT Conversion BKoT Sales Uplift. Of the 406
BKoT Restaurants that did not undergo a DDT drive-thru conversion, 186 or 47% of the
Restaurants were at or above the Average Non DDT Conversion BKoT Sales Uplift. Of the
93 BKoT Restaurants that underwent a DDT drive-thru conversion 93 or 40% of the
Restaurants were at or above the Average DDT Conversion BKoT Traffic Increase. Of the

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 406 BKoT Restaurants that did not undergo a DDT drive-thru conversion, 186 or 47% of the
Restaurants were at or above the Average Non DDT Conversion BKoT Traffic Increase.

The levels shown above reflect the experience of certain franchisee owned Restaurants and should not
be considered as the actual or potential results that you will realize with a BKoT Restaurant. We do not
represent that you can expect to attain any particular results.

Some Restaurants have earned these amounts. Your individual results may differ. There is no
assurance you’ll earn as much.

Other than the information presented in this Item, or any information that may be provided concerning
a specific Restaurant or as described below in connection with the sale by us of that Restaurant, we do not
furnish, or authorize the furnishing, to prospective Franchisees of any oral or written information of actual,
potential, average or projected sales, costs, income or profits of BURGER KING Restaurants. If you obtain
this information, do not rely on it because it is intended for internal use only by us as a basis for our own
investment decisions.

[THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]

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 ITEM 20
OUTLETS AND FRANCHISEE INFORMATION

Table No. 1

Systemwide Outlet Summary For The Years Ended

December 31, 2019, December 31, 2020, and December 31, 2021

Outlets at the Outlets at the

Outlet Type Year Start of the End of the Net Change
Year Year

Franchised 2019 7,280 7,294 14

2020 7,294 7,029 -265
2021 7,029 7,054 25
Company- 2019 50 52 2
Owned
2020 52 52 0
2021 52 51 -1
Total Outlets 2019 7,330 7,346 16
2020 7,346 7,081 -265
2021 7,081 7,105 24

Table No. 2

Transfers of Outlets from Franchisees to New Owners (other than us)

For The Years Ended
December 31, 2019, December 31, 2020, and December 31, 2021

Number of
State Year
Transfers(i)

2019 0
AK 2020 0
2021 4
2019 18
AL 2020 0
2021 0
2019 4
AR 2020 9
2021 0

Item 20
03/2022 Page 89
 Number of
State Year
Transfers(i)

2019 0
AZ 2020 0
2021 5
2019 32
CA 2020 6
2021 42
2019 0
CT 2020 6
2021 6
2019 11
CO 2020 0
2021 56
2019 0
DE 2020 2
2021 1
2019 18
FL 2020 3
2021 91
2019 11
GA 2020 4
2021 6
2019 0
IA 2020 5
2021 4
2019 0
ID 2020 0
2021 1
2019 14
IL 2020 6
2021 3
2019 0
IN 2020 0
2021 15
2019 0
KY 2020 5
2021 14

Item 20
03/2022 Page 90
 Number of
State Year
Transfers(i)

2019 12
LA 2020 0
2021 0
2019 2
MA 2020 17
2021 1
2019 20
MD 2020 2
2021 4
2019 0
MI 2020 26
2021 10
2019 0
MN 2020 0
2021 2
2019 16
MO 2020 0
2021 1
2019 14
MS 2020 0
2021 0
2019 15
NC 2020 0
2021 22
2019 0
NE 2020 0
2021 3
2019 2
NJ 2020 11
2021 14
2019 6
NY 2020 7
2021 5
2019 24
OH 2020 8
2021 5

Item 20
03/2022 Page 91
 Number of
State Year
Transfers(i)

2019 0
OK 2020 13
2021 6
2019 59
OR 2020 0
2021 1
2019 2
PA 2020 29
2021 8
2019 0
RI 2020 24
2021 0
2019 3
SC 2020 4
2021 17
2019 37
TN 2020 20
2021 2
2019 1
TX 2020 57
2021 5
2019 0
UT 2020 0
2021 1
2019 5
VA 2020 0
2021 2
2019 42
WA 2020 2
2021 35
2018 12
WI 2019 19
2020 0
2019 0
WV 2020 14
2021 0

Item 20
03/2022 Page 92
 Number of
State Year
Transfers(i)

2019 0
WY 2020 0
2021 2
2019 387
Totals 2020 280
2021 394

i
These figures do not include a transfer when the beneficial ownership of the franchise does not change.

Table No. 3

Status of Franchise Outlets

For The Years Ended
December 31, 2019, December 31, 2020, and December 31, 2021

Ceased-
Outlets Reacquired Outlets at
Outlets Non- Operations
State Year at Start Terminationsi by End of the
Opened renewalsii Other
of Year Franchisor Yeariv
Reasonsiii

2019 8 0 0 0 0 0 8
AK 2020 8 0 0 0 0 0 8
2021 8 0 0 0 0 0 8
2019 169 6 0 0 0 3 172
AL 2020 172 0 0 0 0 12 160
2021 160 3 0 0 0 0 163
2019 81 1 0 0 0 0 82
AR 2020 82 0 0 0 0 2 80
2021 80 0 0 0 0 1 79
2019 173 8 0 0 0 2 179
AZ 2020 179 6 0 0 0 10 175
2021 175 4 0 0 0 0 179
2019 578 10 0 14 0 11 563
CA 2020 563 5 0 0 0 32 536
2021 536 8 0 2 0 2 540
2019 123 2 0 2 0 3 120
CO
2020 120 0 0 0 0 9 111

Item 20
03/2022 Page 93
 Ceased-
Outlets Reacquired Outlets at
Outlets Non- Operations
State Year at Start Terminationsi by End of the
Opened renewalsii Other
of Year Franchisor Yeariv
Reasonsiii

2021 111 0 0 0 0 4 107

2019 66 0 0 0 0 0 66
CT 2020 66 0 0 0 0 2 64
2021 64 1 0 0 0 0 65
2019 4 0 0 1 0 1 2
DC 2020 2 0 0 0 0 0 2
2021 2 1 0 0 0 0 3
2019 21 2 0 1 0 0 22
DE 2020 22 0 0 0 0 2 20
2021 20 0 0 0 0 0 20
2019 520 16 0 3 2 7 524
FL 2020 524 10 0 0 0 38 496
2021 496 6 1 0 0 9 492
2019 270 17 0 2 0 4 281
GA 2020 281 4 0 0 0 10 275
2021 275 4 0 0 0 1 278
2019 31 0 0 0 0 3 28
HI 2020 28 1 0 0 0 0 29
2021 29 1 0 0 0 1 29
2019 82 2 0 0 0 1 83
IA 2020 83 3 0 0 0 8 78
2021 78 0 0 2 0 0 76
2019 35 1 0 0 0 1 35
ID 2020 35 1 0 0 0 0 36
2021 36 1 0 0 0 1 36
2019 307 12 0 5 0 3 311
IL 2020 311 3 0 0 0 19 295
2021 295 1 0 0 0 3 293
2019 194 2 0 1 0 1 194
IN 2020 194 2 0 0 0 3 193
2021 193 1 0 0 0 2 192
2019 68 4 0 2 0 1 69
KS
2020 69 2 0 0 0 6 65

Item 20
03/2022 Page 94
 Ceased-
Outlets Reacquired Outlets at
Outlets Non- Operations
State Year at Start Terminationsi by End of the
Opened renewalsii Other
of Year Franchisor Yeariv
Reasonsiii

2021 65 1 0 0 0 0 66
2019 101 5 0 0 0 0 106
KY 2020 106 1 0 0 0 5 102
2021 102 0 0 0 0 0 102
2019 164 1 0 0 0 3 162
LA 2020 162 1 0 0 0 7 156
2021 156 1 0 2 0 0 155
2019 124 1 0 2 0 2 121
MA 2020 121 2 0 0 0 6 117
2021 117 1 0 0 0 0 118
2019 125 1 0 1 0 3 122
MD 2020 122 1 0 0 0 5 118
2021 118 0 0 2 0 0 116
2019 35 0 0 0 0 0 36
ME 2020 36 0 0 0 0 8 28
2021 28 0 0 0 0 0 28
2019 304 4 0 8 0 6 294
MI 2020 294 2 0 0 0 15 281
2021 281 0 0 0 0 3 278
2019 125 0 0 1 0 0 124
MN 2020 124 3 0 0 0 14 113
2021 113 1 0 0 0 0 114
2019 123 6 0 1 0 3 125
MO 2020 125 10 0 0 0 10 125
2021 125 4 0 1 0 1 127
2019 85 5 0 0 0 1 89
MS 2020 89 0 0 0 0 1 88
2021 88 1 0 0 0 0 89
2019 24 0 0 0 0 0 24
MT 2020 24 0 0 0 0 0 24
2021 24 0 0 0 0 0 24
2019 245 3 0 1 0 2 245
NC
2020 245 2 0 0 0 8 239

Item 20
03/2022 Page 95
 Ceased-
Outlets Reacquired Outlets at
Outlets Non- Operations
State Year at Start Terminationsi by End of the
Opened renewalsii Other
of Year Franchisor Yeariv
Reasonsiii

2021 239 3 0 2 0 1 239

2019 21 0 0 0 0 0 21
ND 2020 21 0 0 0 0 0 21
2021 21 0 0 0 0 0 21
2019 66 1 0 0 0 1 66
NE 2020 66 0 0 0 0 2 64
2021 64 0 0 0 0 0 64
2019 32 2 0 1 0 2 31
NH 2020 31 0 0 0 0 0 31
2021 31 0 0 1 0 0 30
2019 193 3 0 3 0 3 190
NJ 2020 190 3 0 0 0 14 179
2021 179 4 0 0 0 3 180
2019 54 2 0 1 0 0 55
NM 2020 55 0 0 0 0 2 53
2021 53 0 0 0 0 0 53
2019 68 2 0 1 0 2 67
NV 2020 67 1 0 0 0 0 67
2021 67 0 0 0 0 0 67
2019 348 14 0 3 0 4 355
NY 2020 355 3 0 0 0 13 345
2021 345 5 0 0 0 4 346
2019 342 9 0 5 0 5 341
OH 2020 341 6 0 0 0 24 323
2021 323 1 0 3 0 6 315
2019 57 4 0 1 0 1 59
OK 2020 59 3 0 0 0 1 61
2021 61 2 0 0 0 0 63
2019 88 1 0 0 0 4 85
OR 2020 85 0 0 0 0 3 82
2021 82 2 0 0 0 1 83
2019 276 5 0 4 0 3 274
PA
2020 274 2 0 0 0 6 270

Item 20
03/2022 Page 96
 Ceased-
Outlets Reacquired Outlets at
Outlets Non- Operations
State Year at Start Terminationsi by End of the
Opened renewalsii Other
of Year Franchisor Yeariv
Reasonsiii

2021 270 6 0 1 0 2 273

2019 27 0 0 0 0 1 26
RI 2020 26 0 0 0 0 2 24
2021 24 1 0 0 0 0 25
2019 150 10 4 1 0 11 144
SC 2020 144 5 0 0 0 6 143
2021 143 4 0 0 0 0 147
2019 27 0 0 0 0 0 27
SD 2020 27 0 0 0 0 0 27
2021 27 0 0 0 0 0 27
2019 183 3 0 0 0 3 183
TN 2020 183 1 0 0 0 4 180
2021 180 4 0 0 0 1 183
2019 556 32 0 2 0 8 578
TX 2020 578 16 0 0 0 23 571
2021 571 16 0 0 0 2 585
2019 73 2 0 1 0 0 74
UT 2020 74 0 0 0 0 5 69
2021 69 0 0 0 0 0 69
2019 205 0 0 2 0 4 199
VA 2020 199 2 0 0 0 17 184
2021 184 0 0 0 0 0 184
2019 7 1 0 1 0 0 7
VT 2020 7 0 0 0 0 1 6
2021 6 0 0 0 0 0 6
2019 121 2 0 3 0 0 120
WA 2020 120 3 0 0 0 5 118
2021 118 5 0 0 0 3 120
2019 120 7 0 2 0 1 124
WI 2020 124 2 0 0 0 7 119
2021 119 1 0 0 0 2 118
2019 62 2 0 0 0 1 63
WV
2020 63 0 0 0 0 0 63

Item 20
03/2022 Page 97
 Ceased-
Outlets Reacquired Outlets at
Outlets Non- Operations
State Year at Start Terminationsi by End of the
Opened renewalsii Other
of Year Franchisor Yeariv
Reasonsiii

2021 63 0 0 0 0 0 63
2019 18 0 0 0 0 0 18
WY 2020 18 0 0 0 0 3 15
2021 15 0 0 0 0 0 15
2019 7,280 211 4 76 2 115 7,294
Totals 2020 7,294 106 0 0 0 371 7,029
2021 7,029 95 1 15 0 53 7,054

i
Restaurants that operate under a limited license after the Franchise Agreement has been terminated or
expired continue to operate until termination or expiration of the limited license or sale of the Restaurant
to another Franchisee. These Restaurants may not be reflected as terminated when a limited license is in
place or the Restaurant otherwise continues to operate pending resolution of a dispute.
ii
The number of “non-renewed” Restaurants may include situations in which the Franchisee, unilaterally
or by mutual agreement with us, did not enter into a successor Franchise Agreement when the Franchise
Agreement expired, and situations in which we unilaterally declined to offer a successor franchise.
iii
Restaurants that are noted as ceased operation for other reasons may include Restaurants that closed in
connection with an “offset” (where the Franchisee opened another Restaurant in the vicinity of the closed
Restaurant) and other closings besides expiration of the Franchise Agreement, whether by mutual
agreement with us, condemnation or other loss of occupancy rights by the Franchisee, unilateral action of
the Franchisee, or other reason.
iv
Some totals may not reconcile with other figures shown elsewhere in Item 20 because computer date
postings, transfers, acquisitions, temporary closings for remodeling and then re-opening may overlap
fiscal years.
v
One of these Restaurants is a WHOPPER® Bar.

Item 20
03/2022 Page 98
 Table No. 4

Status of Company-Owned Outlets

For The Years Ended
December 31, 2019, December 31, 2020, and December 31, 2021

Outlets
Outlets at Outlets at
Outlets Reacquired Outlets Outlets Sold
State Year Start of End of the
Opened from Closed to Franchisee
Year Year
Franchisee
FL i 2019 50 0 2 0 0 52
2020 52 0 0 0 0 52
2021 52 0 0 1 0 51
Totals 2019 50 0 2 0 0 52
2020 52 0 0 0 0 52
2021 52 0 0 1 0 51

______________________
i
One of these Restaurants is a WHOPPER® Bar.

Exhibit O1 to this disclosure document is a list of our U.S. franchised Restaurants as of December 31, 2021.

Exhibit O3 to this disclosure document is a list of our U.S. Franchisees who had an outlet terminated,
cancelled, not renewed, or otherwise voluntarily or involuntarily ceased to do business under the Franchise
Agreement for the year ended December 31, 2021 or who had not communicated with us within ten weeks
of the issuance date of this Disclosure Document. The number of Franchisees represented by this Exhibit
is 336.

If you buy this franchise, your contact information may be disclosed to other buyers when you leave the
franchise system. In some instances, current and former Franchisees sign provisions restricting their ability
to speak openly about their experience with us. You may wish to speak with current and former
Franchisees, but be aware that not all such Franchisees will be able to communicate with you.

Exhibit O2 to this disclosure document lists the addresses of Restaurants we own as of December 31, 2021.

Item 20
03/2022 Page 99
 Table No. 5

Projected Openings as of December 31, 2021

Projected New Projected New

Franchise Agreements
Franchised Company-Owned
State Signed But Outlets Not
Outlets in the Next Outlets in the Next
Opened
Fiscal Year Fiscal Year
AL 0 2 0
AK 0 0 0
AZ 0 3 0
AR 0 1 0
CA 0 11 0
CO 0 1 0
CT 0 1 0
DE 0 0 0
FL 0 10 0
GA 0 4 0
HI 0 1 0
ID 0 1 0
IL 0 3 0
IN 0 2 0
IA 0 0 0
KS 0 1 0
KY 0 2 0
LA 0 0 0
ME 0 0 0
MD 0 3 0
MA 0 2 0
MI 0 0 0
MN 0 0 0
MS 0 0 0
MO 0 0 0
MT 0 0 0
NE 0 1 0
NV 0 2 0
NH 0 0 0
NJ 0 2 0
NM 0 1 0
NY 0 11 0

Item 20
03/2022 Page 100
 Projected New Projected New
Franchise Agreements
Franchised Company-Owned
State Signed But Outlets Not
Outlets in the Next Outlets in the Next
Opened
Fiscal Year Fiscal Year
NC 0 1 0
ND 0 0 0
OH 0 4 0
OK 0 1 0
OR 0 5 0
PA 0 3 0
RI 0 0 0
SC 0 2 0
SD 0 0 0
TN 0 1 0
TX 0 16 0
UT 0 0 0
VT 0 0 0
VA 0 2 0
WA 0 3 0
WV 0 0 0
WI 0 4 0
WY 0 0 0
Total 0 107 0

The following independent franchisee organization has asked to be included in this Disclosure Document.

The address, telephone number, e-mail address, and web address of the National Franchisee Association
are:

National Franchisee Association

Attn: Christy Williams, CEO
1701 Barrett Lakes Boulevard NW, Suite 180
Kennesaw, GA 30144
Phone: (678) 797-5160
E-mail: [email protected]
www.nfabk.org

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4895-4495-4884, v. 2

Item 20
03/2022 Page 101
 ITEM 21
FINANCIAL STATEMENTS

Attached to this disclosure document at Exhibit Q are the audited consolidated balance sheets as
of December 31, 2021 and 2020, and the related consolidated statements of operations, comprehensive
income (loss), shareholders’ equity and cash flows for each of the years in the three-year period ended
December 31, 2021, and the related notes to the consolidated financial statements of RBI, and its
subsidiaries. Exhibit Q also contains the audited consolidated balance sheets as of December 31, 2021
and 2020, and the related consolidated statements of operations, comprehensive income (loss), equity and
cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes
to the consolidated financial statements of RBILP, and its subsidiaries.

If you are a resident of, or your franchise will be located in, California, Illinois, Maryland, North
Dakota, Virginia or Washington, RBILP will be the guarantor of all of our duties and obligations under
the Franchise Agreement with you. Otherwise, RBI will be the guarantor of all of our duties and
obligations under the Franchise Agreement with you. The RBI Guarantee of Performance and the RBILP
Guarantee of Performance are also included at Exhibit Q.

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4865-2708-7620, v. 2

Item 21
03/2022 Page 102
 ITEM 22
CONTRACTS

Attached as Exhibits are copies of BKC's current forms of agreements used in the offering of franchises, as
follows:

EXHIBITS

B. Applications
B1 Franchise Application
B2 Corporate/Entity Franchise Application

C. Target Reservation Agreement & Multiple Target Reservation Agreement

C1 Target Reservation Agreement
C2 Multiple Target Reservation Agreement

D. Franchise Agreements & Guaranty

D1 Franchise Agreement (Individual/Owner-Operator)
D2 Franchise Agreement (Entity)
D3 Owner’s Guaranty

E. Non-Traditional Facility Addenda

E1 Non-Traditional Facility Addendum (Individual/Owner-Operator)
E2 Non-Traditional Facility Addendum (Entity)
E3 Delivery Restaurant Addendum (Entity)

F. Replacement Franchise Addenda

F1 Replacement Franchise Addendum

G. Lease/Sublease Agreement and Addenda

G1 Lease/Sublease Agreement
G2 BKG Addendum to BKL Lease/Sublease

H. Successor Addenda to Franchise Agreement

H1 Successor Addendum (Individual/Owner-Operator)
H2 Successor Addendum (Entity)
H3 Successor Deferred Remodel Addendum

I. Investment Spending Agreements

I1 DMA Program Agreements (Investment Spending)

J. Corporate Addendum to Franchise Agreement (Entity)

K. Development Incentive Agreements

K1 Multi-Unit DIP 2021 Addendum to Multiple Target Reservation Agreement
K2 Multi-Unit DIP 2017 – 2022 Addendum to Franchise Agreement
K3 Prior Program – Organic Growth Program Addendum to Target Reservation Agreement
K4 Prior Program – 2021 Organic Developer Incentive Program Addendum to Franchise
Agreement

Item 22
03/2022 Page 103
L. Prior Programs – Successor Incentive Agreements and Addenda
L1 BKoT Full Remodel Incentive Franchise Agreement Addendum
L2 BKoT Upgrade Incentive Franchise Agreement Addendum
L3 BKoT Double Drive Thru & Digital Enhance Incentive Franchise Agreement
Amendment

M. Area Development Agreement

N. [Reserved]

P. Addenda and Amendments Required by Certain States

S. Prior Programs – Development Incentive Addenda

S1 Multi-Unit DIP 2015 Addendum

S2 Franchise Agreement Addendum (DIP)
S3 Multi-Unit DIP 2017 Addendum
S4 Big-Box Non-Traditional Facility Addendum (Individual/Owner-Operator)
S5 Big-Box Non-Traditional Facility Addendum (Entity)
S6 Drive Thru Only Franchise Addendum

T. Prior Programs – Successor Incentive Addenda

T1 Successor Incentive Option 4 Franchise Addendum

T2 Successor Incentive Option 3 Franchise Addendum
T3 Successor Incentive Option 3 Late Entry Franchise Addendum
T4 Successor Incentive Option 5 Franchise Addendum
T5 2018 ISP Franchise Addendum
T6 Offset/Replacement Franchise Addendum
T7 Remodel Franchise Addendum

V. Digital App Services Agreement

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Item 22
03/2022 Page 104
 ITEM 23
RECEIPTS

The Receipts are attached as the last two pages of this Franchise Disclosure Document.

4894-4560-2308, v. 2

Item 23
03/2022 Page 105
EXHIBIT A1
 AGENTS FOR SERVICE OF PROCESS AND STATE ADMINISTRATORS

ALABAMA ALASKA
Registered Agent Registered Agent
CT Corporation System C T Corporation System
2 North Jackson Street - Suite 605 9360 Glacier Highway - Suite 202
Montgomery, AL 36104 Juneau, AK 99801

ARIZONA ARKANSAS
Registered Agent Registered Agent
C T Corporation System C T Corporation System
3800 North Central Avenue - Suite 460 124 West Capitol Avenue - Suite 1900
Phoenix, AZ 85012 Little Rock, AR 72201-3736

CALIFORNIA COLORADO
Registered Agent Registered Agent
C T Corporation System C T Corporation System
330 N. Brand Blvd, Ste 700 7700 East Arapahoe Road, Suite 220
Glendale, CA, 91203-2336 Centennial, CO 80112-1268

Regulatory Authority
Commissioner of Financial Protection and
Innovation
Department of Financial Protection and
Innovation
2101 Arena Boulevard
Sacramento, CA 95834
(916) 445-7205, Toll Free: (866) 275-2677

CONNECTICUT DELAWARE
Registered Agent Registered Agent
C T Corporation System The Corporation Trust Company
67 Burnside Avenue 1209 Orange Street - Corporation Trust Center
East Hartford, CT 06108-3408 Wilmington, DE 19801

DISTRICT OF COLUMBIA FLORIDA

Registered Agent Registered Agent
C T Corporation System C T Corporation System
1015 15th Street, NW, Suite 1000 1200 South Pine Island Road
Washington, DC 20005 Plantation, FL 33324

Regulatory Authority
Florida Dept. of Agriculture & Consumer
Services
407 South Calhoun Street
Tallahassee, FL 32399-0800
(850) 410-3800

Agents for Service of Process and State Administrators

Exhibit A1 (03/2022)
1
 AGENTS FOR SERVICE OF PROCESS AND STATE ADMINISTRATORS

GEORGIA HAWAII
Registered Agent Registered Agent
C T Corporation System (Atlanta) The Corporation Company, Inc.
289 South Culver Street 1136 Union Mall, Suite 301
Lawrenceville, GA 30046-4805 Honolulu, HI 96813

Regulatory Authority
Commissioner of Securities of the State of Hawaii
Department of Commerce and Consumer Affairs
Business Registration Division
Securities Compliance Branch
335 Merchant Street, Rm. 205
Honolulu, HI 96813
(808) 586-2722

IDAHO ILLINOIS
Registered Agent Registered Agent
C T Corporation System C T Corporation System (Chicago)
921 S Orchard Street, Suite G 208 South LaSalle Street, Suite 814
Boise, ID 83705 Chicago, IL 60604

Regulatory Authority
Illinois Attorney General
Franchise Bureau
500 S. Second Street
Springfield, IL 62706
(217) 782-4465

INDIANA IOWA
Registered Agent Registered Agent
C T Corporation System C T Corporation System
334 North Senate Avenue 400 East Court Avenue, Suite 110
Indianapolis, IN 46204-1708 Des Moines, IA 50309

Regulatory Authority
Indiana Securities Commissioner
Securities Division
302 W. Washington Street, Room E-111
Indianapolis, IN 46204
(317) 232-6681

Agents for Service of Process and State Administrators

Exhibit A1 (03/2022)
2
 AGENTS FOR SERVICE OF PROCESS AND STATE ADMINISTRATORS

KANSAS KENTUCKY
Registered Agent Registered Agent
C T Corporation System C T Corporation System
112 S.W. Seventh Street, Suite 3C 306 West Main Street, Suite 512
Topeka, KS 66603 Frankfort, KY 40601

Regulatory Authority
Office of the Attorney General
Consumer Protection Division
1024 Capital Center Drive
Frankfort, KY 40601
(502) 696-5389

LOUISIANA MAINE
Registered Agent Registered Agent
C T Corporation System C T Corporation System
3867 Plaza Tower Drive 128 State Street, # 3
Baton Rouge, LA 70816-4378 Augusta, ME 04330

MARYLAND MASSACHUSETTS
Registered Agent Registered Agent
The Corporation Trust Incorporated C T Corporation System
2405 York Road, Suite 201 155 Federal Street, Suite 700
Lutherville Timonium, MD 21093-2264 Boston, MA 02110

Regulatory Authority
Office of the Attorney General
Division of Securities
200 Saint Paul Place
Baltimore, MD 21202-2020
(410) 576-6360

MICHIGAN MINNESOTA
Registered Agent Registered Agent
The Corporation Company C T Corporation System Inc.
40600 Ann Arbor Road East, Suite 201 1010 Dale Street North
Plymouth, MI 48170-4675 Saint Paul, MN 55117-5603

Regulatory Authority Regulatory Authority

Michigan Department of Attorney General Commissioner of Commerce
Consumer Protection Division Department of Commerce
525 W. Ottawa Street 85 7th Place East, Suite 280
Lansing, MI 48933 St. Paul, MN 55101-2198
(517) 373-7117 (651) 539-1600

Agents for Service of Process and State Administrators

Exhibit A1 (03/2022)
3
 AGENTS FOR SERVICE OF PROCESS AND STATE ADMINISTRATORS

MISSISSIPPI MISSOURI
Registered Agent Registered Agent
C T Corporation System C T Corporation System
645 Lakeland East Drive, Suite 101 120 South Central Avenue
Flowood, MS 39232 Clayton, MO 63105

MONTANA NAVAJO NATION

Registered Agent Registered Agent
C T Corporation System J. Nicci Unsicker, Attorney at Law
3011 American Way 412 West Arrington Street
Missoula, MT 59808 Farmington, NM 87401

NEBRASKA NEVADA
Registered Agent Registered Agent
C T Corporation System C T Corporation System
5601 South 59th Street 701 S. Carson Street, Suite 200
Lincoln, NE 68516 Carson City, NV 89701

Regulatory Authority
Department of Banking and Finance
Financial Institutions Division, Bureau of
Securities
P.O. Box 95006
1526 K Street, Suite 300
Lincoln, Nebraska 68508
(402) 471-2171

NEW HAMPSHIRE NEW JERSEY

Registered Agent Registered Agent
C T Corporation System CT Corporation System
2 ½ Beacon Street 820 Bear Tavern Road
Concord, NH 03301-4447 West Trenton, NJ 08628

NEW MEXICO NEW YORK

Registered Agent Registered Agent
C T Corporation System C T Corporation System
206 S Coronado Avenue 28 Liberty Street
Espanola, NM 87532-2792 New York, NY 10005

Regulatory Authority
NYS Department of Law
Investor Protection Bureau
28 Liberty Street, 21st Floor
New York, NY 10005
(212) 416-8222

Agents for Service of Process and State Administrators

Exhibit A1 (03/2022)
4
 AGENTS FOR SERVICE OF PROCESS AND STATE ADMINISTRATORS

NORTH CAROLINA NORTH DAKOTA

Registered Agent Registered Agent
C T Corporation System C T Corporation System
160 Mine Lake Court, Suite 200 120 West Sweet Avenue
Raleigh, NC 27615-6417 Bismarck, ND 58504-5566

Regulatory Authority
North Dakota Securities Department
600 East Boulevard Avenue, State Capitol
Fifth Floor
Bismarck, ND 58505-0510
(701) 328-4712

OHIO OKLAHOMA
Registered Agent Registered Agent
C T Corporation System The Corporation Company
4400 Easton Commons Way, Suite 125 1833 South Morgan Road
Columbus, OH 43219-6223 Oklahoma City, OK 73128

OREGON PENNSYLVANIA
Registered Agent Registered Agent
C T Corporation System C T Corporation System
780 Commercial Street-SE, Suite 100 600 N 2nd Street, Suite 401
Salem, OR 97301-3465 Harrisburg, PA 17101-1071

Regulatory Authority
Department of Consumer and Business Services
Division of Finance and Corporate Securities
350 Winter St. NE, Room 410
Salem, OR 97301
(503) 986-2200

RHODE ISLAND SOUTH CAROLINA

Registered Agent Registered Agent
C T Corporation System C T Corporation System
450 Veterans Memorial Parkway, Suite 7A 2 Office Park Court, Suite 103
East Providence, RI 02914 Columbia, SC 29223

Regulatory Authority
Department of Business Regulation
Securities Division
Building 69, First Floor. John O. Pastore Complex
1511 Pontiac Avenue
Cranston, RI 02920
(401) 462-9527

Agents for Service of Process and State Administrators

Exhibit A1 (03/2022)
5
 AGENTS FOR SERVICE OF PROCESS AND STATE ADMINISTRATORS

SOUTH DAKOTA TENNESSEE

Registered Agent / Agent for Service of Process Registered Agent
C T Corporation System C T Corporation System
319 South Coteau Street 300 Montvue Road
Pierre, SD 57501 Knoxville, TN 37919-5546

Director of Division of Insurance

Department of Labor and Regulation
Securities Regulation
124 S Euclid, Suite 104
Pierre, SD 57501

Regulatory Authority
Department of Labor and Regulation
Division of Insurance
Securities Regulation
124 S Euclid, Suite 104
Pierre, SD 57501
(605) 773-3563

TEXAS UTAH
Registered Agent Registered Agent
C T Corporation System C T Corporation System
1999 Bryan Street, Suite 900 1108 East South Union Avenue
Dallas, TX 75201 Midvale, UT 84047

Regulatory Authority Regulatory Authority

Secretary of State Department of Commerce
Registrations Unit Division of Consumer Protection
1019 Brazos Street 160 E. 300 South
Austin, TX 78701 Salt Lake City, UT 84111
(512) 475-0775 (801) 530-6601

VERMONT VIRGINIA
Registered Agent Registered Agent
C T Corporation System C T Corporation System
17 G W Tatro Drive 4701 Cox Road, Suite 285
Jeffersonville, VT 05464-9919 Glen Allen, VA 23060-6802

Regulatory Authority
Director, Securities and Retail Franchising
Division
State Corporation Commission
1300 E. Main Street, 9th Floor
Richmond, VA 23219
(804) 371-9051

Agents for Service of Process and State Administrators

Exhibit A1 (03/2022)
6
 AGENTS FOR SERVICE OF PROCESS AND STATE ADMINISTRATORS

WASHINGTON WEST VIRGINIA

Registered Agent Registered Agent
C T Corporation System C T Corporation System
711 Capitol Way S, Suite 204 5098 Washington St. W. Ste. 407
Olympia, WA 98501-1267 Charleston, WV 25313-1561

Regulatory Authority
Washington Dept. of Financial Institutions
Securities Division
150 Israel Road SW
Tumwater, WA 98501
(360) 902-8760

WISCONSIN WYOMING
Registered Agent Registered Agent
C T Corporation System C T Corporation System
301 S. Bedford Street, Suite 1 1908 Thomes Avenue
Madison, WI 53703 Cheyenne, WY 82001-3527

Regulatory Authority
Office of the Commissioner of Securities
Department of Financial Institutions
4822 Madison Yards Way, North Tower
Madison, WI 53705
(608) 261-9555

4860-6145-0244, v. 2

Agents for Service of Process and State Administrators

Exhibit A1 (03/2022)
7
EXHIBIT B1
 BURGER KING®
FRANCHISE APPLICATION

Submitted By _________________________________

A Resident Of ___________________________________

Your submission of the completed Personal Profile begins the Franchise Application process with Burger King
Corporation (“BKC”). BKC will use the information you submit and other information in making assessments about
your franchise application. A separate Personal Profile must be submitted for each individual you propose to be
involved in your business as (i) an operator or (ii) an equity owner with at least ten percent (10%) ownership interest
in the entity proposed to be the franchisee.
Submitting this Personal Profile does not obligate you to enter into any agreement relating to a restaurant franchise
with BKC and does not obligate BKC to grant a franchise to you. Neither you nor BKC will have any contractual
obligation concerning a restaurant franchise unless and until a formal written agreement is executed by you and
by an authorized BKC representative.
Provide complete and accurate information as requested. Attach Additional Information Sheets as necessary to
provide a complete response. Please type or print legibly.

Please send application to: [email protected].

Franchise Application
Exhibit B1 (03/2022)
1
1. CONTACT INFORMATION
Name
Last First Middle Nickname

Address:
Including Apartment Number, if applicable

City State/Province Zip/Postal Code Country

Residence Telephone (___)

Mobile Telephone (___)

E-mail Address

Previous Address:
Including Apartment Number, if applicable

City State/Province Zip/Postal Code Country

List any other countries you have lived in after the age of twenty-one (21), other than indicated above, and how
long you have lived in that country: _________________________________________________________

2. PERSONAL INFORMATION
2.1 General

Social Security/Insurance Number Driver’s License Number

Date of Birth Marital Status

I am a citizen of I have permanent residence rights in

Number of Dependents Age of Dependents

Home: Own Rent How long? Gender:  Female  Male  Other

2.2 My immigration status, if applicable, is

(Attach supporting documentation.)
2.3 Military Service From to
Branch of Service Rate or Rank
Type of Discharge or Current Status

3. BACKGROUND AND RELATIONSHIPS

3.1 Have you ever been convicted of a felony or misdemeanor or are such Yes No
charges pending, being appealed, or are you under indictment? (Do not
include minor traffic violations)
3.2 Have you ever sought protection under bankruptcy or other similar laws? Yes No
3.3 Have you been an owner or executive of a company in bankruptcy (other Yes No
than a passive owner of publicly traded shares)?

Franchise Application
Exhibit B1 (03/2022)
2
 3.4 Have you ever been an officer, director, employee or franchisee of Yes No
Restaurant Brands International (“RBI”), the Burger King® brand, the Tim
Hortons® brand, or the Popeyes® brand?
3.5 Are you related to any officer, director, employee or franchisee of RBI, Yes No
the Burger King® brand, the Tim Hortons® brand, or the Popeyes®
brand?

3.6 Do you or your employer have a business relationship (including as a Yes No

supplier of goods or services) to RBI, the Burger King® brand, the Tim
Hortons® brand, or the Popeyes® brand?
3.7 Are you now, or have you ever been a franchisee in any system, Yes No
including but not limited to a competitor of the Burger King® brand? If
yes, identify system, your location, and time period.
3.8 Have you ever been an investor in or operator of any quick service Yes No
restaurant, including but not limited to a competitor of the Burger King®
brand?
3.9 Are you involved in any pending litigation? Yes No
3.10 Have you ever had a business failure? Yes No

If you answered “yes” to any of the above questions, please provide details on an Additional Information Sheet.
4. EXPERIENCE
4.1 Present Occupation

From: to

Company: Position/Title:

Address: Telephone: (____)

Annual Salary: Supervisor:

Describe the company’s business, duties and responsibilities, and number of employees you supervise:

May we contact your present employer? Yes No

May we contact you at your business? Yes No
4.2 Previous Experience (Use Additional Information Sheets as needed.)
From: to

Company: Position:

Address: Telephone: (____)

Supervisor:

Describe duties, responsibilities and number of employees supervised:

Franchise Application
Exhibit B1 (03/2022)
3
5. EDUCATION
Name and location of schools, years completed and degrees earned.

6. BUSINESS INTEREST
6.1 Will any person other than you (including your spouse) contribute any Yes No
funds or resources (including real estate) to the franchise opportunity you
are seeking? (If yes, provide details on Additional Information Sheet.)
6.2 I am interested in buying an existing Restaurant. Yes No
6.3 I have identified one or more specific Restaurants that I am interested in Yes No
buying. (If yes, provide details on Additional Information Sheet.)
6.4 I am interested in opening a new Restaurant. Yes No
6.5 I have identified one or more specific locations at which I am interested in Yes No
operating a Restaurant.
6.6 I have the resources and interest to own multiple Restaurants. Yes No
6.7 The following are my geographic preferences:
1st________________ 2nd________________ 3rd________________
6.8 Are you willing to relocate? Yes No
6.9 Do you intend to spend full time operating your restaurant business if you Yes No
become a franchisee?
6.10 Do you currently have an ownership interest in any business venture, Yes No
including commercial real estate? If yes, provide details on separate
sheet.

7. FINANCIAL RESOURCES AND ORGANIZATION

7.1 How much cash can you personally invest in a restaurant business? $

7.2 What is the source of those funds?

7.3 What is your approximate net worth? $

7.4 What cash or liquid funds do you currently have? $

7.5 If you will not be the only owner in the business, list all owners and investors below and describe their
participation.
Expected Approximate
Name of Owner Percent Ownership Cash Investment Net Worth

1. ___________________________ ________________ __________________ __________________

2. ___________________________ ________________ __________________ __________________

3. ___________________________ ________________ __________________ __________________

Franchise Application
Exhibit B1 (03/2022)
4
 4. ___________________________ ________________ __________________ __________________

7.6 Which owner will function as the “chief executive” in your group?

7.7 Who will be full time in charge of restaurant operations?

7.8 Which owner/s plan to devote full time to the restaurant business?

7.9 Will any person or entity other than the partners be entitled to receive, Yes No
directly or indirectly, part of the profits from the operation of the restaurant?
If so, provide details on Additional Information Sheet.
7.10 If you are approved for a restaurant franchise, will any partner be involved Yes No
in any business activity other than the restaurant business? (If so, provide
details on Additional Information Sheet.)
7.11 Will the Operating Partner receive income from any source other than the Yes No
restaurant? (If so, provide details on Additional Information Sheet.)

8. REFERENCES/OTHER
Please provide contact information for at least three references who are familiar with your character and
business accomplishments. References from family members will not be considered.
Name Relationship Telephone E-mail

Attachments: Resume pages attached

Personal Financial Statement pages attached
Additional Information (for Application Questions) pages attached
Tax Returns (last 2 years) pages attached
Proof of Bank Financing _______ pages attached
Asset Verification documents _______ pages attached
Proof of Salary _______ pages attached
Broker Statement of Account for Investments _______ pages attached
Current Loan Statements for Outstanding Loans _______ pages attached
Real Estate Valuation from Registered Agent _______ pages attached
Other (Discretionary) pages attached

Applicant’s Statement and Verification:

Franchise Application
Exhibit B1 (03/2022)
5
I am submitting this Personal Profile as part of my application for a BKC restaurant franchise. I confirm and
represent that the personal and financial information I am submitting is true and complete as of the date below. I
understand that BKC and its affiliates consider this information important and may rely on the information I submit
in making decisions about whether to continue processing my franchise application, to allow me access to training
programs and confidential materials, and to enter into an agreement with me. If there is any material change in
the information submitted here or later submitted by me during the franchise application process with BKC, I will
promptly notify BKC in writing of the change or formally withdraw my application so that BKC does not rely on
information that to my knowledge has become incorrect or incomplete in any material way.

I authorize BKC to check my character, my background, my motor vehicle record, and my financial and credit
history. I expressly authorize any past or present employer, any law enforcement agency, and any person who
has knowledge of my character, experience and activities (including by way of example, education and work
experience), or financial or credit history to release this information to BKC. I understand that one or more credit
reporting agencies may make credit histories available to BKC upon which it may rely, and that financial institutions
with which I have relationships may also supply information about their relationship with me. If any person
authorized by me provides true and accurate information to BKC about me, then to the extent that person is or
would be liable to me in any way as a result of furnishing such information, I release such person from such liability.
I authorize BKC to release to prospective financing sources such financial and other information concerning me in
its files as may be requested.

In addition, I authorize the procurement of an investigative background search in accordance with anti-terrorism
legislation, such as the USA Patriot Act and Section 1 of U.S. Executive Order 13224, issued September 23, 2001,
if applicable. I also certify that neither I nor any of my funding sources, is or has ever been a terrorist or suspected
terrorist, or a person or entity described in the aforementioned legislation. I understand that my application will not
be approved if I have ever been a suspected terrorist or associated in any way with terrorist activities
By submitting this application, I consent to BKC and its agents or designees collecting, using, disclosing, and
retaining my personal information as is reasonably required in the course of BKC’s evaluation of my application,
including to assess my eligibility, process my application, and respond to me. For further information concerning
how BKC collects, uses, discloses, and retains personal information, please refer to BKC’s privacy policy at
www.bk.com/privacy or send an email to [email protected] and ask for a copy.

I acknowledge and consent to the collection of additional information and investigation with respect to the
information provided above, and with respect to my financial status, litigation history, criminal record history,
educational credentials, employment history, driving record, reputation, and mode of living. I also hereby consent
to BKC’s collecting, using, disclosing, and retaining such information and conducting further investigations with
respect to such information. I consent to the updating of this information from time to time, when necessary.

__________________________________ _________________________________
Print Name Date

__________________________________
Signature

Franchise Application
Exhibit B1 (03/2022)
6
 BKC is an equal opportunity franchisor committed to expanding franchise ownership
opportunities for members of minority groups. You are not required to identify your ethnic
group. The following is solely intended to assist BKC in measuring its progress against those
commitments.

O Asian Pacific O Hispanic O African American

O Native American O Caucasian O Indian/Pakistan/Middle Eastern

O Two or more races

Franchise Application
Exhibit B1 (03/2022)
7
 Additional Information Sheet (may add Page
more sheets as necessary)
Applicant Name Date
Question Number(s)

Franchise Application
Exhibit B1 (03/2022)
1
 PERSONAL FINANCIAL STATEMENT
As of _______________:
ASSETS
LIQUID ASSETS
$
(A) Cash (Unrestricted) (see attached Schedule No. 1)

(B) Publicly Traded Stocks, Bonds and Government Securities

(see attached Schedule No. 2) $
(C) TOTAL LIQUID ASSETS (A & B)
$

NON-LIQUID ASSETS
(D) Real Estate (See attached Schedule No. 3)
$

(E) Market Based Equity in Restaurant Business (See attached Schedule No. $
4)

(F) Personal Property (Automobiles, Jewelry, Household Other) (see

attached Schedule 5) $

(G) Other Assets, as applicable, (IRA’s, 401K’s, RSP’s, Pension Plans, Cash
Value of Life Insurance, Notes Receivables, Value on Non- Restaurant $
business) (See attached Schedule No. 6)

(H) TOTAL NON-LIQUID ASSETS (D + E + F + G)

$

(I) TOTAL ASSETS (C & H)

$

LIABILITIES

(J) Notes Payable – Unsecured (See attached Schedule No. 7) $

(K) Notes Payable – Secured (See attached Schedule No. 7) $

(L) Mortgages Payable – Real Estate (See attached Schedule No. 3) $

(M) All other Liabilities (See attached Schedule No. 7) $

(N) TOTAL LIABILITIES (J + K + L + M) $

NET WORTH (I & N) $

The undersigned certifies that the information furnished in this personal financial statement is true,
correct, and complete.

Name (Type or Print) Name (Type or Print)

Signature Signature

Date Date

Franchise Application
Exhibit B1 (03/2022)
2
 Personal Financial Statement
Supplementary Schedules

No. 1 – Cash (Unrestricted)

Name of Institution/Description Type of Account Date of Statement Balance

Total

Ties to (A)

No. 2 – Publicly Trade Stocks, Bonds and Government Securities

Name/Description Type # of Shares Estimated Value

Total

Ties to (B)

No. 3 – Real Estate

(Attach a separate list if necessary)
Street Address Estimated Mortgage Equity in
Type of Property City, State Market Value Balance Real Estate

Total

Ties to (D) Ties to (L)

No. 4 – Market Based Equity in Restaurant Business (Include ONLY your existing financial stake in Restaurant Business. Do NOT
include projected equity in a contemplated transaction.)
(A) (B) (C) (D) (E) (F)
Market Based Equity
Market Value of Market Based Value in Restaurant
Business of Business Percent Business
EBITDA EBITDA Multiple (A) X (B) Liabilities (C) – (D) Ownership (E) x (F)

Ties to (E)

Franchise Application
Exhibit B1 (03/2022)
3
No. 5 Personal Property
(include Automobiles, Jewelry, Household, Other)
Asset Description Estimate Value

Total

Ties to (F)

No. 6 Other Assets

(include IRA’s, 401K’s, RSP’S, pension plans, notes receivable, cash value of insurance, etc.)
Asset Description Estimate Value

Total

Ties to (G)
Non- Restaurant Business:
(A) (B) (C) (D) (E) (F)
Market Based
Market Based Equity in Non-
Market Value of Value of Restaurant
Business Business Percent Business
EBITDA EBITDA Multiple (A) X (B) Liabilities (C) – (D) Ownership (E) x (F)

Ties to (G)

No. 7 – Notes, Loans, Accounts Payable and Other Liabilities

(Attach a separate list if necessary)
Description/ Type Collateral Monthly
Name of Lender Of Debt (if any) Payment Balance

Total Unsecured Ties to (J)

Total Secured Ties to (K&L)

Total Other Liabilities Ties to (M)

4893-9506-9444, v. 2

Franchise Application
Exhibit B1 (03/2022)
4
EXHIBIT B2
 BURGER KING® BRAND
CORPORATE/ENTITY FRANCHISE APPLICATION

Submitted By [Entity Name] ______________________

Your submission of the completed Corporate/Entity Franchise Application begins the Franchise Application
process with Burger King Corporation (“BKC”). BKC will use the information you submit and other
information in making assessments about your franchise application. A separate Personal Profile
Application must be submitted for each individual you propose to be involved in your business as (i) an
operator or (ii) an equity owner with at least ten percent (10%) ownership interest in the entity proposed to
be the franchisee.

Submitting this Corporate/Entity Franchise Application does not obligate you to enter into any agreement
relating to a restaurant franchise with BKC and does not obligate BKC to grant a franchise to you. Neither
you nor BKC will have any contractual obligation concerning a restaurant franchise unless and until a formal
written agreement is executed by you and by an authorized BKC representative.

Provide complete and accurate information as requested. Attach Additional Information Sheets as
necessary to provide a complete response. Please type or print legibly.

Please send application to: [email protected].

PART I: DESCRIPTION OF BUSINESS

Name of Company

Mailing Address (not a P.O. Box) Street Address

___________________
Telephone No. E-Mail Address Federal Tax ID Number

Business Structure (Please Check:)

( ) Public Corporation

( ) Limited Liability Company

( ) Division or subsidiary of

( ) Other, explain

Corporate/Entity Franchise Application

Exhibit B2 (03/2022)
1
State and Date of Incorporation:

Names of Officers and Titles:

Name Title Telephone #

Names of Directors and Titles:

Name Title Telephone #

Equity Ownership

Name of Owner Number of Equity Percentage of Equity Class of Equity

Interests Interests Interests

Total Share Capital

Stated capital / share capital / fixed capital nominal in EUR/USD/SGD/Other

Equity capital according to the latest balance sheet effective in EUR/USD/SGD/Other

Balance sheet date:

Corporate/Entity Franchise Application

Exhibit B2 (03/2022)
2
List of Authorized Signatories: ___________________________________________________________

____________________________________________________________________________________

Trade name(s) or other d/b/a: ___________________________________________________________

____________________________________________________________________________________

If the company is not yet established, please explain the information above on a separate information
page.

Corporate/Entity Franchise Application

Exhibit B2 (03/2022)
3
PART 2: BUSINESS HISTORY AND REFERENCES

For purposes of the following questions, the term "ownership interest" means the ownership of stock
(whether common or preferred, voting or non-voting), the possession of a partnership interest or any other
possessory interest in the business and the term "operating rights" means the right to control or direct the
business in any fashion regardless of whether such control is exercised through another corporation and
regardless of whether it is direct or indirect.

In what year was the applicant entity established under present ownership?
__________________________________________________________________________________

What, if any, was the name of the business prior to present ownership? ___________________________

To the best of your knowledge, does any supplier or distributor of products, goods or services Restaurant
Brands International (“RBI”), the Burger King® brand, the Tim Hortons® brand, or the Popeyes® brand
have any ownership interest in your company?

( ) YES ( ) NO

If yes, please describe:

Does your company have any ownership interest in, or operating rights related to, any supplier or distributor
of products, goods or services to RBI, the Burger King® brand, the Tim Hortons® brand, or the Popeyes®
brand?

( ) YES ( ) NO

If yes, please describe:

Does your company have any direct or indirect ownership interest in or have any affiliation with RBI, the
Burger King® brand, the Tim Hortons® brand, or the Popeyes® brand, or any other quick service restaurant
franchisee or franchisor, including but not limited to a competitor of BKC?

( ) YES ( ) NO

If yes, please describe:

To the best of your knowledge, has your company ever provided products, goods or services to RBI or the
Burger King® brand, the Tim Hortons® brand, or the Popeyes® brand or any other quick service
restaurants, including but not limited to a competitor of BKC?

( ) YES ( ) NO

If yes, please describe:

Identify your parent company, subsidiaries and affiliated companies.

Company Relationship

Corporate/Entity Franchise Application

Exhibit B2 (03/2022)
4
To the extent that more extensive interrelationships/equity holdings exist, please attach organizational
charts with appropriate information (capital/equity relationships).

What are your major lines of business?

Type of Business Description

___________________________________ ___________________________________________
___________________________________ ___________________________________________
___________________________________ ___________________________________________
___________________________________ ___________________________________________
___________________________________ ___________________________________________
___________________________________ ___________________________________________

PART 3: FINANCIAL DATA

Attach to this application financial statements prepared by a Certified Public Accountant at review
engagement assurance level for your company’s most recent year end. (Financial Statements include
balance sheet, profit and loss statement, funds statement, and all footnotes thereto.)

PART 4: GENERAL INFORMATION

Has an application or petition ever been filed by or against your company or any of your officers or directors
seeking any type of relief under any Federal or State bankruptcy or insolvency law?

( ) YES ( ) NO

If yes, please attached separate sheet with explanation and current status.

To the best of your knowledge, has your company, or any of its officers or directors, been involved in any
administrative, criminal or material civil action involving a violation of any Federal or State criminal law, any
franchise law, fraud, embezzlement, restraint of trade, unfair or deceptive practices, misappropriation of
property or comparable allegations?

( ) YES ( ) NO

If yes, please attach separate sheet with explanation and current status.

Has your company or any officer of your company ever applied to BKC for franchise approval?

( ) YES ( ) NO

If yes, please state details:

Corporate/Entity Franchise Application

Exhibit B2 (03/2022)
5
 The undersigned represents and warrants that its company, parent, subsidiaries and
affiliated companies, and their respective officers, directors, employees, and agents: (a) do not support
terrorism, provide money or financial services to terrorists; (b) are not engaged in terrorism, nor have
engaged in or been convicted of fraud, corruption, bribery, money laundering, narcotics trafficking or other
crimes; (c) are eligible, under applicable U.S. immigration laws, to travel to the united states for training;
and (d) have not been designated a “suspected terrorist” as defined by executive order 13224.

PART 5 – FRANCHISE RESTAURANT DETAILS

In what area/s do you intend to operate one/several Burger King franchise restaurants? (State the location
– if foreseeable – city, state and country)

All of _______ (fill in the corresponding country here):  yes  no

Region/s: (please indicate at least two states)

________________________________________________________

Preferences:

1. ____________________________________________________

2. ____________________________________________________

3. ____________________________________________________

Do you already own a suitable site?

If  yes where? __________________________________

 no

Please note that BURGER KING cannot review location offers until the “Preliminary Approval” has been
granted.

Who will be the operative partner responsible for daily operations at the restaurant(s)? (Please attach a
resume)

Corporate/Entity Franchise Application

Exhibit B2 (03/2022)
6
Business references Name and contact number

___________________________________ ___________________________________________

___________________________________ ___________________________________________

___________________________________ ___________________________________________

___________________________________ ___________________________________________

___________________________________ ___________________________________________

___________________________________ ___________________________________________

If not otherwise indicated above, we hereby authorize BK and its affiliates to obtain financial and credit
information and to conduct any other inquiries deemed necessary and to disclose obtained information to
existing or future lenders of the franchise applicant / franchisee upon request.

The parties stipulate that the acceptance of this application by BK and the processing thereof does not
constitute a guarantee that a franchise approval or a franchise right according to Burger King guidelines
will be granted. This is instead granted exclusively on the basis of agreement on applicable terms and
conditions of, and execution by both parties of a franchise agreement and other documents, to be concluded
separately.

I/we confirm that all information in this application is accurate and may be used by BK as the essential basis
for the decision on granting of a franchise right.

The undersigned parties also verify that they are acting on behalf of an existing, established, or yet to be
established operating company.
APPLICANT:

Print Company Name

By
Authorized signatory

Print Name:

Print Title:

Date

By
Authorized signatory

Print Name:

Print Title:

Date4858-6929-8180, v. 2

Corporate/Entity Franchise Application

Exhibit B2 (03/2022)
7
BURGER KING® RESTAURANT MANAGING DIRECTOR APPLICATION

Date:

The following information is the basis for my application. The submission of this application does not obligate Burger King Corporation or me in any way
or manner.

(Please print or type all information requested. Additional paper should be attached if needed.)

Name:
Last First Middle Nickname

Address:
Street City

State or Province Zip Code Country

Email Address:

Driver’s License No: Social Security No.

Residence Telephone ( ) Best Time to Call am. pm

Fax Telephone ( ) Cellular Telephone ( )

PERSONAL INFORMATION

Date of Birth Marital Status

Spouse’s Name Spouse’s Occupation

Number of Dependents Age of Dependents

Home: Own Rent How Long?_______________ Last Former Residence

I am a citizen of I have permanent residence rights in

My Immigration status, if applicable, is (Please attach copies of supporting data.)

Gender:  Female  Male

Have you ever been convicted of a felony or misdemeanor or are such charges pending, being appealed, or are you under indictment? (Do not include
minor traffic violations) Yes No ‫ٱ‬

Have you ever been adjudicated bankrupt? Yes No

Are you related to any officer, director, employee or franchisee of Burger King Corporation?
Yes No

Are you or your employer providing products, goods or services to Burger King Corporation or any of its franchisees? Yes No

If you answered “yes” to any of the above, please provide details on a separate sheet.

BUSINESS EXPERIENCE – Present Employment

Company: Position:
Address: Employed from: to
Annual Salary Supervisor:
Business Telephone: ( ) Business Fax: ( )
Business Email Address:

Managing Director Application

Exhibit B2 (03/2022) 1
Describe Duties, responsibilities and number of employees supervised:

May we contact your present employer? Yes No May we contact you at your business? Yes No

Please attach a resume of your previous experience.

State your educational experience, including name and location of schools, years completed and degrees earned.

Applicants hereby authorize BKC to obtain credit reports and motor vehicle record on them, and to release financial information relating to
Applicants to BKC’s and Applicants’ financing sources.

The undersigned certifies that the information furnished in this BURGER KING® Restaurant Franchise Application is true, correct and complete. I also
authorize Burger King Corporation to make any additional credit/character checks which it deems necessary, and to release to prospective financing
sources such financial and other information concerning me (us) in its files as may be requested.

Dated this day of , 20___.

Name: Signature:

4858-3672-6788, v. 2

Managing Director Application

Exhibit B2 (03/2022) 2
 MANAGING DIRECTOR CERTIFICATION

I, the undersigned, being duly sworn according to law, hereby certify and state as follows:

1. I am the Managing Director of _________________, the FRANCHISEE ENTITY.

2. I recognize and understand that Burger King Corporation ("BKC") is relying upon the truthfulness
and accuracy of this certification and the contents of the attached Distribution Plan in evaluating
the proposed transaction described therein for the purpose of determining whether to grant
approval.

3. I acknowledge, understand and agree that as a condition to BKC's approval of me as Managing

Director for the FRANCHISEE ENTITY, that I must devote my full time and best efforts to the
supervision of the FRANCHISEE ENTITY's franchise BURGER KING® Restaurants, must live in
the vicinity of the restaurants, must attend training prior to becoming approved, and additional
training periodically pursuant to a schedule prescribed by BKC from time to time, and that I do not
currently or cannot have during my employment as Managing Director, any other operational or
management commitments or involvements in other businesses, except other BURGER KING®
restaurants operated under franchises granted to the FRANCHISEE ENTITY within the vicinity of
my geographic operational area.

4. I acknowledge and agree that ownership of all right, title and interest to the BURGER KING®
System and the BURGER KING® Marks, are and shall remain vested solely in BKC and/or Burger
King Brands, Inc. ("BKB"), and I disclaim any right or interest therein or the good will derived
therefrom. I agree that the Manual of Operating Data "Mod Manual" and any and all other materials
loaned or otherwise made available or disclosed to me, including financial information, marketing
strategy and marketing programs are to be considered trade secrets of BKC and shall be kept
confidential and used by me only in connection with the operation of the franchised BURGER
KING® Restaurant(s). Further, I acknowledge and agree not to divulge any of the trade secrets to
any person other than the FRANCHISEE ENTITY employees and then only to the extent necessary
for the operation of the Franchised Restaurant(s) and, specifically, I will not, nor permit anyone to,
reproduce, copy or exhibit any portion of the MOD Manual or any other trade secrets of BKC.

5. I acknowledge the uniqueness of the BURGER KING® System and that BKC is making its
knowledge, know-how and expertise available to me for the purpose of operating the franchised
BURGER KING® Restaurant(s). I agree that it would be an unfair method of competition for me to
use or duplicate or to allow others to use or duplicate any of the knowledge, know-how and
expertise received from BKC for any use other than for the operation of franchised BURGER
KING® Restaurants. I, therefore, warrant and represent that I will not directly or indirectly engage
in the operation of any restaurant, other than the Franchised BURGER KING® Restaurants
franchised from BKC, which utilizes or duplicates the BURGER KING® System, any trade secrets
of BKC, the BURGER KING® Marks or the present or any former Burger King Current Image.

6. I acknowledge having reviewed a copy of the BURGER KING® Restaurant Franchise Agreement
applicable to FRANCHISEE ENTITY's restaurants for which I have operational responsibility.

7. I covenant and agree that during the term of my employment as MANAGING DIRECTOR of the
BURGER KING® Restaurants granted to the FRANCHISEE ENTITY, not to own, operate or have
any interest in any hamburger business except other franchised BURGER KING® Restaurants.

Managing Director Certification

Exhibit B2 (03/2022) 1
8. I/We represent and warrant for myself/ourselves, that the Franchisee Entity, its parent, subsidiaries
and affiliated companies: (a) do not support terrorism, provide money or financial services to
terrorists; (b) are not engaged in terrorism, nor have engaged in or been convicted of fraud,
corruption, bribery, money laundering, narcotics trafficking or other crimes; (c) are eligible, under
applicable U.S. immigration laws, to travel to the United States for training; and (d) have not been
designated a “suspected terrorist” as defined by Executive Order 13224.

Executed this ____day of ________________________, 20____.

____________________________________
Managing Director

____________________________________
(Print Name)

NOTARY CERTIFICATE

SWORN TO AND SUBSCRIBED before me this ______ day of _______________, 20__.

_______________________________
Notary Public

My Commission Expires:

4896-1120-7172, v. 2

Managing Director Certification

Exhibit B2 (03/2022) 2
 MANAGING OWNER AND OWNER(S) CERTIFICATION

I/We, the undersigned, being duly sworn according to law, hereby certify and state as follows:

1. I am/We are the Owners of ___________________________________, the FRANCHISEE

ENTITY, and have full authority to make this certification on behalf of myself/ourselves and the
proposed FRANCHISEE ENTITY.

2. I/We recognize and understand that Burger King Corporation ("BKC") is relying upon the
truthfulness and accuracy of this certification and the contents of the attached Distribution Plan in
evaluating the proposed transaction described therein for the purpose of determining whether to
grant approval. I/We represent and warrant that all representations and factual statements
contained in the offering materials and any other information presented to BKC or potential
Investors are accurate and complete.

3. The Distribution Plan submitted to BKC complies in all material respects with the Guidelines issued
by BKC and the statements contained therein are true and accurate to the best of my/our
knowledge and belief. I/We warrant and represent that we have complied with the Guidelines in all
respects and that all steps required to comply with the federal and state securities law have been
completed.

4. I/We hereby agree that I/We have not, nor will take any action, nor make any representation or
statement, which is contrary to the Guidelines, including, but not limited to, any statement or
suggestion that BKC is or was a participant in or sponsor of the sale of any securities as described
in the Distribution Plan.

5. I/We represent and warrant that no employee of BKC, approved BURGER KING® Restaurant
suppliers and/or distributors of food and paper, equipment, uniforms and other products sold to
BURGER KING® Restaurants' (including owners and employees of such suppliers and distributors)
or fast food competitors of BKC have been solicited to become investors in the FRANCHISEE
ENTITY nor will they be solicited in the future.

6. I/We acknowledge and agree that ownership of all right, title and interest to the BURGER KING®
System and the BURGER KING® Marks, are and shall remain vested solely in BKC and/or Burger
King Brands, Inc. ("BKB"), and we disclaim any right or interest therein or the good will derived
therefrom. I/We agree that the Manual of Operating Data "Mod Manual" and any and all other
materials loaned or otherwise made available or disclosed to us, including financial information,
marketing strategy and marketing programs are to be considered trade secrets of BKC and shall
be kept confidential and used by us only in connection with the operation of the franchised
BURGER KING® Restaurant(s). Further, I/We acknowledge and agree not to divulge any of the
trade secrets to any person other than the FRANCHISEE ENTITY employees and then only to the
extent necessary for the operation of the Franchised Restaurant(s) and, specifically, we will not,
nor permit anyone to, reproduce, copy or exhibit any portion of the MOD Manual or any other trade
secrets of BKC.

7. I/We acknowledge the uniqueness of the BURGER KING® System and that BKC is making its
knowledge, know-how and expertise available to us for the purpose of operating the franchised
BURGER KING® Restaurant(s). I/We agree that it would be an unfair method of competition for
us to use or duplicate or to allow others to use or duplicate any of the knowledge, know-how and
expertise received from BKC for any use other than for the operation of franchised BURGER
KING® Restaurants. I/We therefore, warrant and represent that during the term of the BURGER
KING® Restaurant Franchise Agreements granted to the FRANCHISEE ENTITY, I/We will utilize
our best and continuing efforts to promote and develop the business at the Franchised BURGER

Managing Owner and Owner(s) Certification

Exhibit B2 (03/2022)
1
 KING® Restaurants and during the term of the Agreements and at all times thereafter will not
directly or indirectly engage in the operation of any restaurant, other than the Franchised BURGER
KING® Restaurants franchised from BKC, which utilizes or duplicates the BURGER KING®
System, any trade secrets of BKC, the BURGER KING® Marks or the present or any former Burger
King Current Image.

8. I/We covenant and agree for myself/ourselves, the FRANCHISEE ENTITY, its parent, subsidiaries
and affiliated companies that during the term of the BURGER KING® Restaurant Franchise
Agreements granted to the FRANCHISEE ENTITY, not to own, operate or have any interest in any
hamburger business except other franchised BURGER KING® Restaurants. I/We further covenant
and agree that for a period of One (l) year after any sales, assignment, transfer, termination or
expiration of any of the BURGER KING® Restaurant Franchise Agreements being owned and
operated by the FRANCHISEE ENTITY, that I/We will not own, operate or have any interest in any
hamburger business, except other franchised BURGER KING® Restaurants, either at or within
Two (2) miles of the premises of each franchised restaurant.

9. I/We represent and warrant for myself/ourselves, that the Franchisee Entity, its parent, subsidiaries
and affiliated companies: (a) do not support terrorism, provide money or financial services to
terrorists; (b) are not engaged in terrorism, nor have engaged in or been convicted of fraud,
corruption, bribery, money laundering, narcotics trafficking or other crimes; (c) are eligible, under
applicable U.S. immigration laws, to travel to the United States for training; and (d) have not been
designated a “suspected terrorist” as defined by Executive Order 13224

Executed this ____day of _______________________, 20___.

MANAGING OWNER AND OWNER(S)

____________________________________
(Managing Owner)

____________________________________
(Owner)

____________________________________
(Owner)

NOTARY CERTIFICATE

SWORN TO AND SUBSCRIBED before me this ______ day of _______________,

20___.

_______________________________
Notary Public

My Commission Expires:
4893-0888-9604, v. 2

Managing Owner and Owner(s) Certification

Exhibit B2 (03/2022)
2
EXHIBIT C1
 TARGET RESERVATION AGREEMENT

(NON-EXCLUSIVE)

This Target Reservation Agreement (“Agreement”) is made and entered into in Miami, Florida as
of the _____ day of __________________, 20___ (the “Effective Date”), by and between BURGER KING
CORPORATION ("BKC"), a Florida corporation having its principal place of business at 5707 Blue Lagoon
Drive, Miami, Florida, 33126, and ("Developer").

INTRODUCTION

In consideration of the mutual undertakings and covenants contained in this Agreement and for
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:

ARTICLE I: GRANT

1.1 Target Area(s). BKC grants Developer a non-exclusive right to develop a BURGER KING®
restaurant (the “Franchised Restaurant”) within one or more specific geographic areas set forth on Exhibit
A (“Target Areas”). The Franchised Restaurant will be developed at a specific address in a Target Area
(“Site”), and any proposed Site shall be subject to the prior approval of BKC, in its sole discretion.

1.2 Substitute Target Area. Under the following limited circumstances only, BKC will allow Developer
to remove a Target Area from Exhibit A and replace it with a new Target Area (a “Substitute Target Area”):

1.2.1 Significant Real Estate Constraints. If Developer believes a Target Area is not viable due
to lack of available real estate, in such case Developer shall submit written evidence of its attempts to
diligently locate a Site in the Target Area to BKC.

1.2.2 Impact on Developer’s Target Area. If BKC notifies Developer in writing that it intends to
develop, or approve another franchisee to develop, a BURGER KING® restaurant (the "New Restaurant")
within four (4) miles of a Target Area (or within two (2) miles of a Target Area if the Target Area is located
in a Metropolitan Statistical Area with a population greater than two (2) million people) and the Developer:
a) submits its objection to BKC in writing by the deadline specified in such notice; and b) notifies BKC in
writing within thirty (30) days of such notice that the New Restaurant would render the Target Area
economically unviable.

1.2.3 Site Denied. If BKC denies Site Approval (as defined below) and BKC decides there is no
other comparable Site in the Target Area available.

1.2.4 Failure to Obtain Permits. If Developer is prevented from developing a Site within the
Target Area due to zoning restrictions or failure to receive permits required for the construction, occupancy
or operation of the Franchised Restaurant after diligent attempts to obtain the permits; in such case
Developer shall submit written evidence of its attempts to obtain the permits.

Developer agrees that a Substitute Target Area is Developer’s sole and exclusive remedy for the
circumstances listed above.

1.3 No Territorial or Other Rights. The non-exclusive rights granted to Developer in this Agreement
are for the Target Area(s) set forth in Exhibit A only, and: (a) Developer has no express or implied territorial
rights in any area to develop BURGER KING® restaurants; (b) BKC has the unconditional right to directly
or indirectly develop, establish and/or approve a franchisee to develop BURGER KING® restaurants within
and outside of the Target Area(s); (c) the development rights specifically exclude the right to obtain approval
for development of a BURGER KING® restaurant at any institutional locations, including, but not limited to,
public buildings, schools, hospitals, airports, factories, turnpikes, toll roads, universities, and existing or

Target Reservation Agreement

Exhibit C1 (03/2022)
1
hereafter established U. S. Military establishments; and (d) rights or approvals previously granted by BKC
to other persons or entities are not affected by this Agreement. This Agreement shall not limit BKC’s ability
to renew or extend existing agreements or enter into new agreements for any BURGER KING® restaurants
whether previously approved and under development or otherwise.

1.4. Development by BKC or Third Parties; Waiver due to Site Rejection.

1.4.1 Consistent with Section 1.3(b), BKC may itself, or through a third party as franchisee,
develop BURGER KING® restaurants within the Target Area(s).

1.4.2 Where BKC proposes to develop a BURGER KING® restaurant at a Site pursuant to
clause 1.4.1, it shall give notice to Developer of BKC’s or another franchisee’s intention to do so and in
such notice identify the Site (“Site Notice”).

1.4.3 Within fifteen (15) days of receiving the Site Notice, Developer shall provide written notice
to BKC regarding whether Developer elects to develop a Franchised Restaurant at the Site (“Site Reply
Notice”).

1.4.3.1 If Developer elects to develop a Franchised Restaurant at the Site, Developer

must; (a) obtain Site Approval from BKC and secure property control within sixty (60) days of the Site Notice
and (b) develop and operate the Franchised Restaurant by the date set forth in Section 2.1 below.

1.4.3.2 If Developer elects not to develop a Franchised Restaurant at the Site for any
reason or no reason (“Site Rejection”), then:

(a) BKC may offer the Site to another franchisee for development or develop the
Site itself without further delay, including any delays or suspensions to the development process which
might otherwise be available to Developer in the Procedures for Resolving Development Disputes
(“Procedures”). Developer hereby waives any right to a Sales Transfer Study under the Procedures with
respect to the Site, including any right to Conditional Royalty Deferral (as that term is defined in the
Procedures) based on the results of a Sale Transfer Study. Developer also hereby waives its rights to an
“Initial Meeting”, a CEO/PAF conference, or to any delays in the development of the Site which might be
available under the Procedures; and

(b) BKC may terminate for convenience this Agreement and refund the Franchise
Fee Deposit to Developer.

1.4.4 Failure by Developer to provide the Site Reply Notice, or to provide the Site Reply Notice
within fifteen (15) days of receiving the Site Notice, shall constitute a Site Rejection under this Agreement.

1.4.5 Except as limited by § 1.4.3.2 above, Developer shall retain the right to utilize the ADR
Processes (as that term is defined in the Procedures) to resolve a development dispute with respect to the
Site. Neither the identification of a Site by BKC nor the Site Notice shall constitute Franchise Approval or
Site Approval.

1.4.6 Success or Viability of a Site or Franchised Restaurant. The Developer agrees that any
site selection assistance, site identification, or offer to develop a Site by or on behalf of BKC shall not be
construed or interpreted as a representation or warranty relating directly or indirectly to the success or
viability of a Site or Franchised Restaurant and no reliance shall be placed on any warranty, representation
or advice that may be given by any person by or on behalf of BKC directly or indirectly relating to the
success or viability of a Site or Franchised Restaurant. Developer agrees to conduct its own independent
investigation and due diligence with respect to the viability and success of a Site or Franchised Restaurant
and acknowledges that there are risks associated with the development of a Franchised Restaurant at any
Site and that there are no guarantees that any Site or Franchised Restaurant will be successful or viable.

Target Reservation Agreement

Exhibit C1 (03/2022)
2
 ARTICLE II: OPENING DEADLINE SCHEDULE

2.1 Opening Deadline Schedule. Developer must apply for and obtain (i) Franchise Approval (as
defined herein) in accordance with the provisions of Section 4.2, (ii) Site Approval (as defined herein) in
accordance with the provisions of Section 4.3, (iii) Construction Approval (as defined herein) in accordance
with the provisions of Section 4.5, and (iv) the required permits, and shall construct, open and operate the
new Franchised Restaurant within the Target Area on Exhibit A no later than the date one hundred eighty
(180) days after the Effective Date (the "Opening Deadline"). Developer may ask BKC to extend the
Opening Deadline, but BKC is under no obligation to do so.

2.2 Force Majeure. If the Franchised Restaurant opening is delayed because of acts of God, labor
strikes, civil disorder, war, or embargo (“Force Majeure”), Developer must request a written extension of
the required opening date from BKC for the period of delay caused by the Force Majeure, up to a maximum
of six (6) months from the required Opening Deadline.

ARTICLE III: TERM

Unless terminated earlier or extended, as provided herein, this Agreement shall commence on the Effective
Date and expire on the date of the Opening Deadline. Except as provided herein, Developer has no right
to any extension or renewal of this Agreement.

ARTICLE IV: DEVELOPMENT PROCEDURE

4.1 Nature of Agreement. Developer understands and agrees that this Agreement is not a franchise
agreement and does not grant Developer a franchise for the operation of a BURGER KING® restaurant, or
any right to use BKC trademarks, service marks or other BKC intellectual property, but is merely intended
by the parties to set forth the terms and conditions which, if fully satisfied, would entitle the Developer to
obtain an individual Franchise Agreement for the Site to be developed under this Agreement.

4.2 Franchise Approval. Notwithstanding any provision in this Agreement to the contrary, the
Developer understands and agrees that, as a condition precedent to the development of the Franchised
Restaurant, the Developer must apply for, meet and maintain BKC’s then-current operational, financial,
credit, legal and other criteria for developing and operating a new BURGER KING® restaurant as set forth
in the then-current BKC Franchise Approval and Expansion Policy (“Franchise Approval”) and must submit
a New Development Application. Developer understands and accepts that BKC may change its criteria for
Franchise Approval as it applies to all Franchisees in the U.S. during the term of this Agreement. Failure to
meet the requirements for operational, financial, credit and/or legal approval shall constitute grounds for,
among other things, BKC refusing to grant Franchise Approval or withdrawing an approval already granted.
Any failure by Developer to qualify for Franchise Approval for any period of time shall not extend, modify or
reduce the development obligations of Developer under this Agreement and if such failure results in
Developer defaulting on its development obligations under this Agreement, BKC may, in its sole discretion,
exercise its right to terminate this Agreement under Section 6.1.1 and the provisions of Section 6.2(ii) shall
not apply.

4.3 Site Approval. Developer must apply for and obtain Site Approval from BKC for the Franchised
Restaurant to be developed hereunder. Developer understands and acknowledges that Site Approval must
be obtained in addition to the permits required to construct, open and operate the Franchised Restaurant
in the Target Area and within the time period specified in this Section 4.3. Developer must submit a complete
"Site Application Package" in the form specified by BKC, together with such site information as required by
BKC to evaluate the proposed Site, with a request for written BKC site approval ("Site Approval"). Site
Approval is indicated by BKC’s issuance of a Site Approval number (“A#”). Developer must obtain Site
Approval from BKC for the Franchised Restaurant to be developed hereunder no later than thirty (30) days
after the Effective Date (the “Site Approval Deadline”). Site Approval automatically expires (without any

Target Reservation Agreement

Exhibit C1 (03/2022)
3
requirement of BKC to provide Developer any written notification of its expiration) on the date of the Opening
Deadline (subject to any applicable cure period granted herein). The failure to timely obtain Site Approval
within the time specified in this Section 4.3 or Construction Approval in accordance with Section 4.5.3 is an
Event of Default under Section 6.1.

4.4 Commitments. Developer shall not, except at Developer's own risk, enter into any legally binding
commitments with vendors or lessors in the Target Area or at a Site until BKC has given Developer written
Site Approval.

4.5 Site Acquisition, Construction Approval and Construction.

4.5.1 BKC assumes no liability or responsibility for: (a) evaluation of an approved Site’s soil for
hazardous substance; (b) inspection of any structure on the approved Site for asbestos or other toxic or
hazardous materials; (c) compliance with the Americans With Disabilities Act (the “ADA”); or (d) compliance
with any other applicable law. It is Developer’s sole responsibility to obtain satisfactory evidence and/or
assurances that the approved Site (and any structures thereon) is free from environmental contamination
and in compliance with the requirements of the ADA.

4.5.2 If Developer proposes to lease or sublease the Site, the lease or sublease shall not contain
any covenants, use clauses or other obligations that would prevent Developer from performing its
obligations under the Franchise Agreement for the Franchised Restaurant.

4.5.3 The Franchised Restaurant must be constructed, equipped and furnished in accordance
with BKC approved plans and specifications (the “Construction Plans”). Prior to construction, Developer
must obtain from BKC written architectural and design approval of Developer's plans as indicated by
issuance of a restaurant number (“BK #”). Developer must obtain BKC’s approval of the type of facility, site
layout, and equipment configuration for the Franchised Restaurant, including the building design, style,
size, interior decor, type of equipment, service format and equipment arrangement (“Construction
Approval”). The term of a leasehold must be at least as long as the term of BKC’s Franchise Agreement.
For the avoidance of doubt, Construction Approval solely indicates BKC’s approval of the Franchised
Restaurant design in accordance with the Construction Plan.

4.5.4 BKC assumes no liability for the adequacy of any Construction Plan. Developer assumes
all cost, liability and expense for developing, constructing and equipping the Franchised Restaurant. It shall
be Developer’s responsibility to have prepared Construction Plans to suit the shape and dimensions of the
Site, and Developer shall ensure that the Construction Plans comply with applicable ordinances, ADA
requirements, building codes and permit requirements and with lease requirements and restrictions.
Developer shall obtain and use only registered architects, registered engineers, and professional and
licensed contractors who demonstrate to BKC’s reasonable satisfaction the ability to meet BKC’s
reasonable quality standards (as determined by BKC in its reasonable discretion), in each case, to prepare
the Construction Plans (including surveys and site foundation plans), to adapt the Construction Plans to
applicable local or state laws, regulations or ordinances, and to construct the Franchised Restaurant.
Developer shall bear all costs and expenses incurred in connection with the preparation of all Construction
Plans, including the costs and expenses incurred for any plans containing deviations or modifications from
BKC’s standard plans and specifications. For the avoidance of any doubt, the Franchised Restaurant may
not open if construction has not been performed in substantial compliance with the Construction Plans as
approved by BKC. BKC may terminate this Agreement if such non-compliance is not cured within a
commercially reasonable amount of time.

4.5.5 Developer shall complete the construction of the Franchised Restaurant and commence
operation of the Franchised Restaurant by no later than the Opening Deadline.

Target Reservation Agreement

Exhibit C1 (03/2022)
4
 ARTICLE V: DEPOSIT

Franchise Fee Deposit. As consideration for the rights granted herein, Developer shall, upon execution of
this Agreement, pay to BKC Five Thousand Dollars ($5,000.00) (the "Franchise Fee Deposit"). The
Franchise Fee Deposit is deemed fully earned and non-refundable (except as set forth in Section 1.4.3)
upon execution of this Agreement by BKC. The Franchise Fee Deposit will be applied to offset the franchise
fee of the Franchised Restaurant.

ARTICLE VI: DEFAULT

6.1 Events of Default. Each of the following events shall constitute an "Event of Default" under this
Agreement, which, unless otherwise specified, shall entitle BKC to immediately terminate this Agreement
upon written notice to Developer:

6.1.1 Developer fails to develop and open for business the Franchised Restaurant by the
Opening Deadline (a “Development Default”);

6.1.2 Developer breaches or otherwise fails to timely comply with any provision of this
Agreement, including allowing an A# to expire;

6.1.3 Developer fails to cure any default within the time specified by BKC in any notice to
Developer, under any franchise agreement, lease, or any other obligation owed to BKC; or

6.1.4 The knowing and intentional submission by Developer of any applications which contain
false or misleading statements or omission of any material fact.

6.2 Cure. In the event of a Development Default, Developer may cure such Development Default as
follows: (i) open the Franchised Restaurant within thirty (30) days from the Opening Deadline (each, a
“Cure Period”); or (ii) pay to BKC at the time of the Development Default an additional Ten Thousand Dollar
($10,000) deposit which shall be considered a “Franchise Fee Deposit”. In the event Developer elects to
cure the Development Default as described in this Section 6.2(ii), BKC shall extend the Opening Deadline
for the Franchised Restaurant to a date which shall be six (6) months from the original Opening Deadline
(the "Extended Cure Period"). BKC shall also extend the Site Approval and Construction Approval for the
Franchised Restaurant until the end of Extended Cure Period. Further, failure to open the Franchised
Restaurant after expiration of the Extended Cure Period shall result in the immediate termination of this
Agreement by BKC without further notice, in which event Developer shall forfeit all amounts paid under this
Agreement.

6.3 Termination. Upon termination of this Agreement by BKC or if at the time of expiration of this
Agreement Developer has not developed and opened the Franchised Restaurant, any rights granted to
Developer pursuant to this Agreement shall terminate and Developer shall forfeit all amounts paid under
this Agreement.

ARTICLE VII: INDEMNIFICATION/INSURANCE

7.1 Indemnification. Developer is responsible for all losses, damages and/or contractual liabilities to
third parties arising out of or relating to any of the obligations, undertakings, promises and representations
of Developer under this Agreement, and for all claims or demands for damages to property or for injury,
illness or death of persons directly or indirectly resulting therefrom. Developer agrees to defend, indemnify
and save BKC and BKC's officers, directors, agents, employees, attorneys, accountants, subsidiaries,
affiliates and parent company harmless of, from and with respect to any such claims, demands, losses,
obligations, costs, expenses, liabilities, debts or damages (including, without limitation, reasonable
attorney's fees). BKC shall notify Developer of any such claims, and Developer shall be given the
opportunity to assume the defense of the matter. If Developer fails to assume the defense, BKC may
defend the action in the manner it deems appropriate, and Developer shall pay to BKC all costs, including

Target Reservation Agreement

Exhibit C1 (03/2022)
5
attorney fees, incurred by BKC in effecting such defense. BKC's right to indemnity under this Agreement
shall arise and be valid notwithstanding that joint or concurrent liability may be imposed on BKC by statute,
ordinance, regulation or other law.

7.2 Insurance. Developer shall procure the insurance coverage provided for in BKC’s standard form
of Franchise Agreement as disclosed in BKC’s then-current Franchise Disclosure Document, prior to the
commencement of construction of a Franchised Restaurant, and shall maintain such insurance coverage
throughout the term of the Franchise Agreement.

ARTICLE VIII: BK MCLAMORE FOUNDATION

Developer shall participate in the fundraising and charitable efforts of the BK McLamore Foundation (the
“Foundation”). Developer agrees to purchase at least one (1) One Thousand Dollar ($1,000.00) scholarship
for the Franchised Restaurant during each year of the term of the Franchise Agreement for the Franchised
Restaurant at the time specified by the Foundation.

ARTICLE IX: SEVERABILITY

If any of the provisions of this Agreement may be construed in more than one way, one of which would
render the provision illegal or otherwise void, voidable or unenforceable, such provision shall have the
meaning which renders it valid and enforceable. This Agreement shall be construed according to its fair
meaning and not strictly against any party. If any court or other government authority determines that any
provision is not enforceable as written, the parties agree that the provision shall be amended so that it is
enforceable to the fullest extent permissible under the laws and public policies of the jurisdiction in which
enforcement is sought and affords the parties the same basic rights and obligations and has the same
economic effect. If any provision is held invalid or otherwise unenforceable, such findings shall not
invalidate the remainder of the agreement unless, in the reasonable opinion of BKC, the effect of such
determination frustrates the purpose of this Agreement whereupon BKC shall have the right by written
notice to the other party to immediately terminate this Agreement.

ARTICLE X: ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the parties with respect to
the subject matter hereof and cancels and supersedes all prior negotiations, understandings and
agreements, written or oral, relating to the Target Area and/or Site and development of a Franchised
Restaurant thereon. The parties acknowledge that they are not relying upon any representation, warranty,
condition, agreement or understanding, written or oral, except as herein specified. Neither this Agreement
nor any term or provision of it may be changed, waived, discharged, or modified orally. The only changes,
waivers, discharges or modifications that will be effective will be those which are in writing and signed by
the parties to this Agreement. Nothing in this Section, however, is intended to disclaim any representations
BKC made in the franchise disclosure document that it furnished to Developer.

ARTICLE XI: MISCELLANEOUS

11.1 Notice. Any notice shall be in writing and shall be delivered or sent by registered or certified mail
postage fully prepaid, or a nationally recognized courier service, and if to BKC to: Burger King Corporation,
5707 Blue Lagoon Drive, Miami, Florida 33126, Attn: General Counsel, if to Developer:
. All such notices shall be deemed delivered on the earlier of actual receipt
or the third (3rd) day after being deposited in the US Mail.

11.2 Assignment. This Agreement may not be directly or indirectly assigned, transferred or encumbered
by Developer. BKC may assign this Agreement, in whole or in part, at any time in its sole discretion.

11.3 Non-Waiver. Failure of BKC to insist upon strict performance of any terms of this Agreement shall
not be deemed a waiver of any subsequent breach or default. Acceptance by BKC of any money paid by

Target Reservation Agreement

Exhibit C1 (03/2022)
6
Developer under this Agreement or under any Franchise Agreement shall not constitute a waiver by BKC
of any breach or default of this Agreement or any Franchise Agreement.

11.4 Relationship of Parties. The parties to this Agreement are not partners, joint venturers, or agents
of each other and there is no fiduciary relationship between the parties. Developer has no right to bind or
obligate BKC in any way and Developer shall not represent that it has any such right. This Agreement is
not a franchise for the operation of a BURGER KING® restaurant.

11.5 Governing Law/Jurisdiction. This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida. The parties hereto acknowledge and agree that the United States
District Court for the Southern District Court of Florida, or if such court lacks jurisdiction, the 11th Judicial
Court (or its successor) in and for Miami-Dade County, Florida, shall be the venue and exclusive proper
forum in which to adjudicate any case or controversy arising, either directly or indirectly, under or in
connection with this Agreement, the Franchise Agreement or related documentation and any other
agreement between the parties, and the parties further agree that, if litigation arises out of, or in connection
with this Agreement, the Franchise Agreement, or related documentation or any other agreement between
the parties in these courts, they will not contest or challenge the personal jurisdiction or venue of these
courts.

11.6 GENERAL RELEASE. For and in consideration of BKC entering into this Agreement, and other
good and valuable consideration received from or on behalf of BKC, the receipt of which is hereby
acknowledged, Developer hereby remises, releases, acquits, satisfies, and forever discharges BKC, its
officers, directors, agents, employees, affiliates, subsidiaries, parent corporation, and all of their assignees
(individually and together "BKC"), of and from all manner of action and actions, cause and causes of action,
suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims, and
demands whatsoever, in law or in equity, which Developer ever had, now has, or which any successor or
assign of Developer hereafter can, shall, or may have, whether known or unknown, against BKC for, upon,
or by reason of any matter, cause, or thing whatsoever, from the beginning of the world to the day of these
presents.

[INCLUDE THE FOLLOWING FOR FRANCHISEES LOCATED IN CALIFORNIA]

[DEVELOPER, SPECIFICALLY, AND WITH FULL KNOWLEDGE AND ADVICE OF COUNSEL, DOES
HEREBY WAIVE THE PROVISIONS AND PROTECTIONS OF THE CALIFORNIA CIVIL CODE SECTION
1542 SET FORTH BELOW. CALIFORNIA CIVIL CODE SECTION 1542 READS AS FOLLOWS: “A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING
THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS
OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”]

11.7 No Representations or Warranties. Developer agrees that BKC approvals are not a representation
or warranty of the potential success or viability of a Site or Franchised Restaurant. Developer shall not rely
on any warranty, representation or advice given by or on behalf of BKC directly or indirectly relating to the
success or viability of a Site or Franchised Restaurant.

11.8 Franchise Agreement. Developer understands and agrees that as a condition precedent to BKC
granting a franchise to operate a Franchised Restaurant, Developer must meet the requirements for
Franchise Approval. Developer must sign and return to BKC, no less than ten (10) days prior to the opening
of the Franchised Restaurant, the then-current form of BURGER KING® restaurant Franchise Agreement
as disclosed in BKC’s then-current Franchise Disclosure Document (“Franchise Agreement”), together with
the then-current franchise fee, less only the Franchise Fee Deposit for the Franchised Restaurant.
Developer shall not open the Franchised Restaurant prior to the execution of a Franchise Agreement,
payment of the franchise fee, and receipt of BKC approval.

Target Reservation Agreement

Exhibit C1 (03/2022)
7
11.9 Survival. Section 7 and all other provisions which must survive in order to give effect to their intent
and meaning shall survive the termination or expiration of this Agreement.

11.10 Time is of the Essence. Time is of the essence with respect to Developer's obligations under this
Agreement.

By entering into this Agreement, Developer expressly consents to transact business with BKC electronically
and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and federal
laws, this Agreement may be executed by electronic signatures. The parties to this Agreement agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and
effect as the use of manual signatures and an electronically signed version of this Agreement shall
constitute an original for all purposes.

THIS AGREEMENT is executed by the parties as of the day and year indicated on the first page of this
Agreement.

BURGER KING CORPORATION

By:
Print Name:
Its:

DEVELOPER:

*,
a*

By:
*, Managing Owner

OR

, individually

Target Reservation Agreement

Exhibit C1 (03/2022)
8
 EXHIBIT A

Target Area(s)

Target Area(s):

4880-0387-1748, v. 2

Target Reservation Agreement

Exhibit C1 (03/2022)
9
EXHIBIT C2
 MULTIPLE TARGET RESERVATION AGREEMENT
(NON-EXCLUSIVE)

This Multiple Target Reservation Agreement (“Agreement”) is made and entered into in Miami, Florida as
of the _____ day of __________________, 20__, (“Effective Date”) by and between BURGER KING
CORPORATION ("BKC"), a Florida corporation having its principal place of business at 5707 Blue Lagoon
Drive, Miami, Florida, 33126, and ("Developer").

INTRODUCTION

In consideration of the mutual undertakings and covenants contained in this Agreement and for
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:

ARTICLE I: GRANT

1.1 Target Areas. Subject to the terms and conditions of this Agreement, BKC grants Developer a non-
exclusive right to develop BURGER KING® restaurants (each, a “Franchised Restaurant” and collectively,
the “Franchised Restaurants”) within the specific geographic areas set forth on Exhibit A (the “Target
Areas”). Developer may submit additional proposed Target Areas to BKC for approval within sixty (60)
days from the Effective Date. Target Areas listed on Exhibit A are not final until BKC grants written
confirmation of clearance pursuant to the then current development process (“Target Area Clearance”).

BKC and Developer will review the Target Areas as needed throughout the term of this Agreement
and may make amendments to the Target Areas as mutually agreed by the parties. At BKC’s sole discretion,
the total number of Target Areas listed on Exhibit A can exceed the number of required restaurant openings.
Each Franchised Restaurant will be developed at a specific address in a Target Area (each, a “Site”), and
any proposed Site shall be subject to the prior approval of BKC, in its sole discretion.

1.2 Substitute Target Area. Under the following limited circumstances only, BKC will allow Developer
to remove a Target Area from Exhibit A and replace it with a new Target Area (a "Substitute Target Area"):

1.2.1 Target Area Clearance. If BKC does not grant Target Area Clearance to any Target Area
proposed to BKC by Developer after execution of this Agreement.

1.2.2 Significant Real Estate Constraints. If Developer believes a Target Area is not viable due
to lack of available real estate. In such case Developer shall submit written evidence of its attempts to
diligently locate a Site in the Target Area to BKC.

1.2.3 Impact on Developer’s Target Area. If BKC notifies Developer in writing that it intends to
develop, or approve another franchisee to develop, a BURGER KING® restaurant (the "New Restaurant")
within four (4) miles of a Target Area (or within two (2) miles of a Target Area if the Target Area is located
in a Metropolitan Statistical Area with a population greater than two (2) million people) and the Developer:
a) submits its objection to BKC in writing by the deadline specified in such notice; and b) notifies BKC in
writing within thirty (30) days of such notice that the New Restaurant would render the Target Area
economically unviable.

1.2.4 Site Denied. If BKC denies Site Approval (as defined below) and BKC decides there is no
other comparable Site in the Target Area available.

1.2.5 Failure to Obtain Permits. If Developer is prevented from developing a Site within a Target
Area due to zoning restrictions or failure to receive permits required for the construction, occupancy or
operation of the Franchised Restaurant after diligent attempts to obtain the permits; in such case Developer
shall submit written evidence of its attempts to obtain the permits.

Multiple Target Reservation Agreement (Non-Exclusive)

Exhibit C2 (03/2022)

1
Developer agrees that a Substitute Target Area is the Developer’s sole and exclusive remedy for the
circumstances listed above.

1.3 No Territorial or Other Rights. The non-exclusive rights granted to Developer in this Agreement
are for the Target Areas set forth in Exhibit A only, and: (a) Developer has no express or implied territorial
rights in any area to develop BURGER KING® restaurants; (b) BKC has the unconditional right to directly
or indirectly develop, establish and/or approve a franchisee to develop BURGER KING® restaurants within
and outside of the Target Areas; (c) the development rights specifically exclude the right to obtain approval
for development of a BURGER KING® restaurant at any institutional locations, including, but not limited to,
public buildings, schools, hospitals, airports, factories, turnpikes, toll roads, universities, and existing or
hereafter established U. S. military establishments; and (d) rights or approvals previously granted by BKC
to other persons or entities are not affected by this Agreement. This Agreement shall not limit BKC’s ability
to renew or extend existing agreements or enter into new agreements for BURGER KING® restaurants
whether previously approved and under development or otherwise.

1.4. Development by BKC or Third Parties; Waiver due to Site Rejection.

1.4.1 Consistent with Section 1.3(b), BKC may itself, or through a third party as franchisee,
develop BURGER KING® restaurants within the Target Areas.

1.4.2 Where BKC proposes to develop a BURGER KING® at a Site pursuant to clause 1.4.1, it
shall give notice to Developer of BKC’s or another franchisee’s intention to do so and in such notice identify
the Site and the Term Year during which Developer must develop a Franchised Restaurant at the Site (“Site
Notice”).

1.4.3 Within fifteen (15) days of receiving the Site Notice, Developer shall provide written notice
to BKC regarding whether Developer elects to develop a Franchised Restaurant at the Site (“Site Reply
Notice”).

1.4.3.1 If Developer elects to develop a Franchised Restaurant at the Site, Developer

must: (a) obtain Site Approval from BKC and secure property control within sixty (60) days of the Site Notice;
and (b) develop and operate the Franchised Restaurant by the end of the Term Year identified in the Site
Notice, and in accordance with the due dates in the Development and Opening Commitment Schedule.

1.4.3.2 If Developer elects not to develop a Franchised Restaurant at the Site for any
reason or no reason (“Site Rejection”), then:

(a) BKC may offer the Site to another franchisee for development or develop the
Site itself without further delay, including any delays or suspensions to the development process which
might otherwise be available to Developer in the Procedures for Resolving Development Disputes
(“Procedures”). Developer hereby waives any right to a Sales Transfer Study under the Procedures with
respect to the Site, including any right to Conditional Royalty Deferral (as that term is defined in the
Procedures) based on the results of a Sale Transfer Study. Developer also hereby waives its rights to an
“Initial Meeting”, a CEO/PAF conference, or to any delays in the development of the Site which might be
available under the Procedures; and.

(b) BKC may terminate for convenience this Agreement and refund any remaining
Franchise Fee Deposit to Developer.

1.4.4 Failure by Developer to provide the Site Reply Notice, or to provide the Site Reply Notice
within fifteen (15) days of receiving the Site Notice, shall constitute a Site Rejection under this Agreement.

1.4.5 Except as limited by Section 1.4.3.2 above, Developer shall retain the right to utilize the
ADR Processes (as that term is defined in the Procedures) to resolve a development dispute with respect

Multiple Target Reservation Agreement (Non-Exclusive)

Exhibit C2 (03/2022)

2
to the Site. Neither the identification of a Site by BKC nor the Site Notice shall constitute Franchise Approval
or Site Approval.

1.4.6 Success or Viability of a Site or Franchised Restaurant. The Developer agrees that any
site selection assistance, site identification, or offer to develop a Site by or on behalf of BKC shall not be
construed or interpreted as a representation or warranty relating directly or indirectly to the success or
viability of a Site or Franchised Restaurant and no reliance shall be placed on any warranty, representation
or advice that may be given by any person by or on behalf of BKC directly or indirectly relating to the
success or viability of a Site or Franchised Restaurant. Developer agrees to conduct its own independent
investigation and due diligence with respect to the viability and success of a Site or Franchised Restaurant
and acknowledges that there are risks associated with the development of a Franchised Restaurant at any
Site and that there are no guarantees that any Site or Franchised Restaurant will be successful or viable.

ARTICLE II: DEVELOPMENT AND OPENING COMMITMENT SCHEDULE

2.1 Development and Opening Commitment Schedule. Developer shall develop and open for business
and keep open pursuant to the terms of the Franchise Agreement for the applicable Franchised Restaurant
a minimum number of new BURGER KING® restaurants in the Target Areas in strict compliance with the
Development and Opening Commitment Schedule set forth on Exhibit B (the "Development and Opening
Commitment Schedule"). Developer may open new Franchised Restaurants within the Target Areas at a
faster rate than indicated in the Development and Opening Commitment Schedule. If at the end of any
Term Year the number of new Franchised Restaurants opened falls short of the Annual Opening Target for
that Term Year but the cumulative total of new Franchised Restaurants opened under this Agreement
through such Term Year equals or exceeds the Cumulative Opening Target for such Term Year, as set
forth in the Development and Opening Commitment Schedule, Developer shall be deemed to be in
compliance with the Development and Opening Commitment Schedule.

2.2. Force Majeure. If the Franchised Restaurant opening is delayed because of acts of God, labor
strikes, civil disorder, war, or embargo (“Force Majeure”), Developer must request a written extension of
the required opening date from BKC for the period of the delay caused by the Force Majeure, up to a
maximum of six (6) months from the required opening date. Any such extension shall not affect the
requirements for timely construction and opening of subsequent Franchised Restaurants.

ARTICLE III: TERM

Unless terminated earlier or extended as provided herein, this Agreement shall commence as of the
Effective Date and expire at the end of the final Term Year as described on Exhibit B (the “Term”). Except
as provided herein, Developer has no right to any extension or renewal of this Agreement.

ARTICLE IV: DEVELOPMENT PROCEDURE

4.1 Nature of Agreement. Developer understands and agrees that this Agreement is not a franchise
agreement and does not grant Developer a franchise for the operation of BURGER KING® restaurants or
any right to use BKC trademarks, service marks or other intellectual property, but is merely intended by the
parties to set forth the terms and conditions which, if fully satisfied, would entitle the Developer to obtain an
individual Franchise Agreement for each Site to be developed under this Agreement.

4.2 Franchise Approval. Notwithstanding any provision in this Agreement to the contrary, the
Developer understands and agrees that, as a condition precedent to the development of a Franchised
Restaurant, the Developer must apply for, meet, and maintain BKC’s then-current operational, financial,
credit, legal and other criteria for developing and operating a new BURGER KING® restaurant as set forth
in the then-current BKC Franchise Approval and Expansion Policy (“Franchise Approval”) and must submit
a New Development Application. Developer understands and accepts that BKC may change its criteria for
Franchise Approval as it applies to all franchisees in the U.S. during the term of this Agreement. Failure to
meet the requirements for operational, financial, credit and/or legal approval shall constitute grounds for,
Multiple Target Reservation Agreement (Non-Exclusive)
Exhibit C2 (03/2022)

3
among other things, BKC refusing to grant Franchise Approval or withdrawing an approval already granted.
Any failure by Developer to qualify for Franchise Approval for any period of time shall not extend, modify or
reduce the development obligations of Developer under this Agreement and if such failure results in
Developer defaulting on its development obligations under this Agreement, BKC may, in its sole discretion,
exercise its right to terminate this Agreement under Section 6.1.1 and the provisions of Section 6.2(ii) shall
not apply.

4.3 Site Approval. Developer must apply for and obtain Site Approval from BKC for each Franchised
Restaurant to be developed within each Term Year. Developer understands and acknowledges that Site
Approval must be obtained in addition to the permits required to construct, open and operate the Franchised
Restaurants within the Target Areas listed on Exhibit A and within the time periods provided on Exhibit B.
For each proposed Site, Developer must submit a complete "Site Application Package" in the form specified
by BKC, together with such site information as required by BKC to evaluate the proposed Site, with a
request for written BKC site approval ("Site Approval"). Site Approval is indicated by BKC’s issuance of a
Site Approval number (“A#”), which Developer must obtain from BKC for each Franchised Restaurant to be
developed hereunder by no later than the applicable “Site Approval Due Date” set forth on Exhibit B. Site
Approval automatically expires (without any requirement of BKC to provide Developer any written
notification of its expiration) on the End Date of the applicable Term Year as set forth on Exhibit B (subject
to any applicable cure period granted herein) in which Site Approval was granted for such Site. The failure
to timely obtain Site Approval within the time specified in Exhibit B or Construction Approval in accordance
with Section 4.5.3 is an Event of Default under Section 6.1.

4.4 Commitments. Developer shall not, except at Developer's own risk, enter into any legally binding
commitments with vendors or lessors in any Target Area or at any Site until BKC has given Developer
written Site Approval.

4.5 Site Acquisition, Construction Approval, and Construction.

4.5.1 BKC assumes no liability or responsibility for: (a) evaluation of an approved Site’s soil for
hazardous substance; (b) inspection of any structure on the approved Site for asbestos or other toxic or
hazardous materials; (c) compliance with the Americans With Disabilities Act (the “ADA”); or (d) compliance
with any other applicable law. It is Developer’s sole responsibility to obtain satisfactory evidence and/or
assurances that the approved Site (and any structures thereon) is free from environmental contamination
and in compliance with the requirements of the ADA.

4.5.2 If Developer proposes to lease or sublease the Site, the lease or sublease shall not contain
any covenants, use clauses or other obligations that would prevent Developer from performing its
obligations under the applicable Franchise Agreement for the applicable Franchised Restaurant.

4.5.3 All Franchised Restaurants must be constructed, equipped and furnished in accordance
with BKC approved plans and specifications (the “Construction Plans”). Prior to construction, Developer
must obtain from BKC written architectural and design approval of Developer's plans as indicated by
issuance of a restaurant number (“BK #”). Developer must obtain BKC’s approval of the type of facility, site
layout, and equipment configuration for each Franchised Restaurant, including the building design, style,
size, interior decor, type of equipment, service format and equipment arrangement (“Construction
Approval”). The term of a leasehold for a Franchised Restaurant must be at least as long as the term of
BKC Franchise Agreement for that Franchised Restaurant. For the avoidance of doubt, Construction
Approval solely indicates BKC’s approval of the Franchised Restaurant design in accordance with the
Construction Plans.

4.5.4 BKC assumes no liability for the adequacy of any Construction Plan. Developer assumes
all cost, liability and expense for developing, constructing and equipping the Franchised Restaurant. It shall
be Developer’s responsibility to have prepared Construction Plans to suit the shape and dimensions of the
Site, and Developer shall ensure that the Construction Plans comply with applicable ordinances, ADA
requirements, building codes and permit requirements and with lease requirements and restrictions.

Multiple Target Reservation Agreement (Non-Exclusive)

Exhibit C2 (03/2022)

4
Developer shall obtain and use only registered architects, registered engineers, and professional and
licensed contractors who demonstrate to BKC’s reasonable satisfaction the ability to meet BKC’s
reasonable quality standards (as determined by BKC in its reasonable discretion), in each case, to prepare
the Construction Plans (including surveys and site and foundation plans), to adapt the Construction Plans
to applicable local or state laws, regulations or ordinances, and to construct the Franchised Restaurant.
Developer shall bear all costs and expenses incurred in connection with the preparation or all Construction
Plans including the costs and expenses incurred for any plans containing deviations or modifications from
BKC’s standard plans and specifications. For the avoidance of any doubt, the Franchised Restaurant may
not open if construction has not been performed in substantial compliance with the Construction Plans as
approved by BKC. BKC may terminate this Agreement if such non-compliance is not cured within a
commercially reasonable amount of time.

4.5.5 Developer shall complete the construction of the Franchised Restaurant and commence
operation of the Franchised Restaurant (the “Opening Date”) by no later than the End Date of the applicable
Term Year as specified on Exhibit B.

ARTICLE V: DEPOSIT

Franchise Fee Deposit. As consideration for the rights granted herein, Developer shall, upon execution of
this Agreement, pay to BKC Ten Thousand Dollars ($10,000.00) multiplied by the total number of
Franchised Restaurants to be developed and opened under this Agreement as set forth on Exhibit B (the
"Franchise Fee Deposit"). Franchise Fee Deposits are deemed fully earned and non-refundable upon
execution of this Agreement by BKC. Ten Thousand Dollars ($10,000.00) of the Franchise Fee Deposit will
be applied to offset the franchise fee of each proposed Franchised Restaurant.

ARTICLE VI: DEFAULT

6.1 Events of Default. Each of the following events shall constitute an "Event of Default" under this
Agreement, which, unless otherwise specified, shall entitle BKC to immediately terminate this Agreement
upon written notice to Developer:

6.1.1. Developer fails to achieve the Cumulative Opening Target for any Term Year by the end
of such Term Year (each such failure, a “Development Default” and each such Term Year, a “Shortfall
Development Year”);

6.1.2 Developer (or any affiliate) fails at any time to satisfy the requirements for Franchise
Approval;

6.1.3 Developer breaches or otherwise fails to timely comply with any provision of this
Agreement, including, without limitation, allowing an A# to expire;

6.1.4 Developer, at any time after the Effective Date, either (i) ranks below the top 50% of U.S.
franchisees in the same peer category as Developer, as such category is determined by BKC in BKC’s sole
discretion, in any metric used by BKC to measure operational performance, as measured by BKC, or (ii)
receives a letter grade of "D" or "F" in any metric used by BKC to measure operational performance, as
measured by BKC. For the avoidance of doubt, in determining any ranking, grade, rating or score of
Developer pursuant to this paragraph, BKC may consider the performance not only of the BURGER KING®
restaurants owned and operated by Developer, but also any BURGER KING® restaurants owned and
operated by any affiliate(s) of Developer, or by any other franchisee owned in whole or in part by (x) any
one or more of the owners of Developer, or (y) any "Managing Owner" or "Operating Partner" under any
franchise agreement entered into by Developer or any affiliate of Developer;

6.1.5 Developer fails to cure any default within the time specified by BKC in any notice to
Developer, under any franchise agreement, lease, or any other obligation owed to BKC; or

Multiple Target Reservation Agreement (Non-Exclusive)

Exhibit C2 (03/2022)

5
 6.1.6 The knowing and intentional submission by Developer of any applications which contain
false or misleading statements or omission of any material fact.

6.2 Cure. In the event of a Development Default, Developer may cure such Development Default as
follows: (i) open the number of Franchised Restaurants necessary to cure the Development Default within
thirty (30) days from the end of the Shortfall Development Year (each, a “Cure Period”); or (ii) pay to BKC
at the time of the Development Default the remaining balance of the franchise fee (that is, the franchise fee
owed minus any Franchise Fee Deposit paid) multiplied by the number of Franchised Restaurants that
Developer failed to develop pursuant to the Development and Opening Commitment Schedule for that
Shortfall Development Year only. In the event Developer elects to cure the Development Default as
described in this Section 6.2(ii), BKC shall extend the Opening Date for such Franchised Restaurants to a
date which in no event is greater than six (6) months from the end of the Shortfall Development Year (the
"Extended Cure Period"). BKC shall also extend Site Approval and Construction Approval for those
Franchised Restaurants until the end of the Extended Cure Period. Notwithstanding anything herein to the
contrary, the cure set forth in this Section 6.2(ii) is a one-time cure that may only be elected once by
Developer during the Term of this Agreement. Further, failure to open the number of Franchised
Restaurants necessary to achieve the Cumulative Opening Target by the end of the Cure Period, or the
Extended Cure Period, as the case may be shall result in the immediate termination of this Agreement by
BKC without further notice, in which event Developer shall forfeit all amounts paid under this Agreement.

6.3 Termination. Upon termination of this Agreement by BKC or if at the time of expiration of this
Agreement Developer has not achieved the Cumulative Opening Target for the final Term Year, any rights
granted to Developer pursuant to this Agreement shall terminate and Developer shall forfeit all amounts
paid under this Agreement.

ARTICLE VII: INDEMNIFICATION/INSURANCE

7.1 Indemnification. Developer is responsible for all losses, damages and/or contractual liabilities to
third parties arising out of or relating to any of the obligations, undertakings, promises and representations
of Developer under this Agreement, and for all claims or demands for damages to property or for injury,
illness or death of persons directly or indirectly resulting therefrom. Developer agrees to defend, indemnify
and save BKC and BKC's officers, directors, agents, employees, attorneys, accountants, subsidiaries,
affiliates and parent company harmless of, from and with respect to any such claims, demands, losses,
obligations, costs, expenses, liabilities, debts or damages (including, without limitation, reasonable
attorney's fees). BKC shall notify Developer of any such claims, and Developer shall be given the
opportunity to assume the defense of the matter. If Developer fails to assume the defense, BKC may
defend the action in the manner it deems appropriate, and Developer shall pay to BKC all costs, including
attorney fees, incurred by BKC in effecting such defense. BKC's right to indemnity under this Agreement
shall arise and be valid notwithstanding that joint or concurrent liability may be imposed on BKC by statute,
ordinance, regulation or other law.

7.2 Insurance. Developer shall procure the insurance coverage provided for in BKC’s standard form
of Franchise Agreement as disclosed in BKC’s then-current Franchise Disclosure Document, prior to the
commencement of construction of a Franchised Restaurant, and shall maintain such insurance coverage
throughout the term of the Franchise Agreement.

ARTICLE VIII: BK MCLAMORE FOUNDATION

Developer shall participate in the fundraising and charitable efforts of the BK McLamore Foundation (the
“Foundation”). Developer agrees to purchase at least one (1) One Thousand Dollar ($1,000.00) scholarship
for each Franchised Restaurant during each year of the term of the Franchise Agreement for the Franchised
Restaurant at the time specified by the Foundation.

Multiple Target Reservation Agreement (Non-Exclusive)

Exhibit C2 (03/2022)

6
 ARTICLE IX: SEVERABILITY

If any of the provisions of this Agreement may be construed in more than one way, one of which would
render the provision illegal or otherwise void, voidable or unenforceable, such provision shall have the
meaning which renders it valid and enforceable. This Agreement shall be construed according to its fair
meaning and not strictly against any party. If any court or other government authority determines that any
provision is not enforceable as written, the parties agree that the provision shall be amended so that it is
enforceable to the fullest extent permissible under the laws and public policies of the jurisdiction in which
enforcement is sought and affords the parties the same basic rights and obligations and has the same
economic effect. If any provision is held invalid or otherwise unenforceable, such findings shall not
invalidate the remainder of the agreement unless, in the reasonable opinion of BKC, the effect of such
determination frustrates the purpose of this Agreement whereupon BKC shall have the right by written
notice to the other party to immediately terminate this Agreement.

ARTICLE X: ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the parties with respect to
the subject matter hereof and cancels and supersedes all prior negotiations, understandings and
agreements, written or oral, relating to the Target Areas and development of Franchised Restaurants
thereon. The parties acknowledge that they are not relying upon any representation, warranty, condition,
agreement or understanding, written or oral, except as herein specified. Neither this Agreement nor any
term or provision of it may be changed, waived, discharged, or modified orally. The only changes, waivers,
discharges or modifications that will be effective will be those which are in writing and signed by the parties
to this Agreement. Nothing in this Section, however, is intended to disclaim any representations BKC made
in the franchise disclosure document that it furnished to Developer.

ARTICLE XI: MISCELLANEOUS

11.1 Notice. Any notice shall be in writing and shall be delivered or sent by registered or certified mail
postage fully prepaid, or a nationally recognized courier service and if to BKC to: Burger King Corporation,
5707 Blue Lagoon Drive, Miami, Florida 33126, Attn: General Counsel, if to Developer:
. All such notices shall be deemed delivered on the earlier of actual receipt
or the third (3rd) day after being deposited in the US Mail.

11.2 Assignment. This Agreement may not be directly or indirectly assigned, transferred or encumbered
by Developer. BKC may assign this Agreement, in whole or in part, at any time in its sole discretion.

11.3 Non-Waiver. Failure of BKC to insist upon strict performance of any terms of this Agreement shall
not be deemed a waiver of any subsequent breach or default. Acceptance by BKC of any money paid by
Developer under this Agreement or under any Franchise Agreement shall not constitute a waiver by BKC
of any breach or default of this Agreement or any Franchise Agreement.

11.4 Relationship of Parties. The parties to this Agreement are not partners, joint venturers, or agents
of each other and there is no fiduciary relationship between the parties. Developer has no right to bind or
obligate BKC in any way and Developer shall not represent that it has any such right. This Agreement is
not a franchise for the operation of a BURGER KING® restaurant.

11.5 Governing Law/Jurisdiction. This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida. The parties hereto acknowledge and agree that the United States
District Court for the Southern District Court of Florida, or if such court lacks jurisdiction, the 11th Judicial
Court (or its successor) in and for Miami-Dade County, Florida, shall be the venue and exclusive proper
forum in which to adjudicate any case or controversy arising, either directly or indirectly, under or in
connection with this Agreement, the Franchise Agreements or related documentation and any other
agreement between the parties, and the parties further agree that, if litigation arises out of, or in connection
with this Agreement, the Franchise Agreements, or related documentation or any other agreement between
Multiple Target Reservation Agreement (Non-Exclusive)
Exhibit C2 (03/2022)

7
the parties in these courts, they will not contest or challenge the personal jurisdiction or venue of these
courts.

11.6 GENERAL RELEASE. For and in consideration of BKC entering into this Agreement, and other
good and valuable consideration received from or on behalf of BKC, the receipt of which is hereby
acknowledged, Developer hereby remises, releases, acquits, satisfies, and forever discharges BKC, its
officers, directors, agents, employees, affiliates, subsidiaries, parent corporation, and all of their assignees
(individually and together "BKC"), of and from all manner of action and actions, cause and causes of action,
suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims, and
demands whatsoever, in law or in equity, which Developer ever had, now has, or which any successor or
assign of Developer hereafter can, shall, or may have, whether known or unknown, against BKC for, upon,
or by reason of any matter, cause, or thing whatsoever, from the beginning of the world to the day of these
presents.

[INCLUDE THE FOLLOWING FOR FRANCHISEES LOCATED IN CALIFORNIA]

[DEVELOPER, SPECIFICALLY, AND WITH FULL KNOWLEDGE AND ADVICE OF COUNSEL, DOES
HEREBY WAIVE THE PROVISIONS AND PROTECTIONS OF THE CALIFORNIA CIVIL CODE SECTION
1542 SET FORTH BELOW. CALIFORNIA CIVIL CODE SECTION 1542 READS AS FOLLOWS: “A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING
THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS
OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”]

11.7 No Representations or Warranties. Developer agrees that BKC approvals are not a representation
or warranty of the potential success or viability of a Site or Franchised Restaurant. Developer shall not rely
on any warranty, representation or advice given by or on behalf of BKC directly or indirectly relating to the
success or viability of a Site or Franchised Restaurant.

11.8 Franchise Agreement. Developer understands and agrees that as a condition precedent to BKC
granting a franchise to operate a Franchised Restaurant, Developer must meet the requirements for
Franchise Approval. Developer must sign and return to BKC, no less than seven (7) days prior to the
opening of each Franchised Restaurant, the then-current form of BURGER KING® restaurant Franchise
Agreement as disclosed in BKC’s then-current Franchise Disclosure Document (“Franchise Agreement”),
together with the then-current franchise fee, less only the Franchise Fee Deposit for that Franchised
Restaurant. Developer shall not open a Franchised Restaurant prior to the execution of a Franchise
Agreement, payment of the franchise fee, and receipt of BKC approval.

11.9 Survival. Sections 1.4.3.2 and 7 and all other provisions which must survive in order to give effect
to their intent and meaning shall survive the termination or expiration of this Agreement.

11.10 Time is of the Essence. Time is of the essence with respect to Developer's obligations under this
Agreement.

[NO FURTHER TEXT ON THIS PAGE]

[SIGNATURE PAGE FOLLOWS]

Multiple Target Reservation Agreement (Non-Exclusive)

Exhibit C2 (03/2022)

8
By entering into this Agreement, Developer expressly consents to transact business with BKC electronically
and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and federal
laws, this Agreement may be executed by electronic signatures. The parties to this Agreement agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and
effect as the use of manual signatures and an electronically signed version of this Agreement shall
constitute an original for all purposes.

THIS AGREEMENT is executed by the parties as of the day and year indicated on the first page of this
Agreement.

BURGER KING CORPORATION

By:
Print Name:
Its:

DEVELOPER

*,
a*

By:
*, Managing Owner

OR

, individually

Multiple Target Reservation Agreement (Non-Exclusive)

Exhibit C2 (03/2022)

9
 EXHIBIT A
TARGET AREAS

Target Areas:

Multiple Target Reservation Agreement (Non-Exclusive)

Exhibit C2 (03/2022)

10
 EXHIBIT B
DEVELOPMENT AND OPENING COMMITMENT SCHEDULE

Openings: Developer must open a total of new Franchised Restaurants in the designated
Target Areas in accordance with the following schedule:

TERM BEGINNING AND ANNUAL OPENING CUMULATIVE OPENING Site Approval Construction
END DATE TARGET TARGET Due Date Approval Due
Date
Year 1
Year 2
Year 3

Deposit Due: $ ($10,000 per new Franchised Restaurant committed under this
Agreement )

This Exhibit does not constitute BKC approval. Written Target Area Clearance is required as described in
this Agreement.

4861-9232-5636, v. 2

Multiple Target Reservation Agreement (Non-Exclusive)

Exhibit C2 (03/2022)

11
EXHIBIT D1
 FRANCHISE AGREEMENT (Individual Owner-Operator)

KEY CONTRACT DATA

RESTAURANT # _______

Effective Date of Franchise Agreement: ______________, 20__

Franchisee: _____________________

Franchised Restaurant Number and Location of Franchised Restaurant (Section 1):

_______________________________________

Other Key Terms:

Development Agreement: Applicable?

□ No

□ Yes

If Yes, such agreement is that certain Area

Development Agreement dated _____________
between Franchisor and _______________, as
amended, restated, modified, or supplemented from
time to time (the “Development Agreement”)

Term duration (Section 1): _______, 20__ (the “Commencement Date”) to

________, 20__ (the “Expiration Date”)

Initial Franchise Fee (Section 2): $50,000

 $_______

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
i
 Royalty (Section 9.A.): 4.5% of monthly Gross Sales

 See _______ Addendum

Advertising Contribution (Section 9.B.(i)): 4.0% of monthly Gross Sales

 See _______ Addendum

Operating Partner (Section 3.A.):

Intercreditor Agreement Transfer Fee (Section $2,000

15.B.):

Processing Fee and Transfer Fee (Section $2,500 (Processing Fee), plus $500 (Transfer Fee)
15.D.(2)(q):

Transferor Transfer Fee (Section 15.E.(9)): $2,000, plus $500 for each additional restaurant
involved in the same transaction

New Franchisee Training Fee (Section $7,500

15.E.(9)):

Address for Legal Notice to Franchisee: ____________________________

____________________________
____________________________
Attention:

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
ii
 CONTENTS

INTRODUCTION ........................................................................................................................................... 1

1. FRANCHISE GRANT: TERM AND LOCATION ................................................................................... 1

2. FRANCHISE FEE ................................................................................................................................... 2

3. FRANCHISEE REPRESENTATIONS.................................................................................................... 2

4. FRANCHISEE ASSOCIATION AND ADVISORY COUNCIL ................................................................ 2

5. STANDARDS AND UNIFORMITY OF OPERATION ............................................................................ 3

A. M.O.D. Manual........................................................................................................................... 3
B. Franchised Restaurant .............................................................................................................. 3
1. Repair and Maintenance. .................................................................................................... 3
2. Current Image. .................................................................................................................... 4
C. Signs .......................................................................................................................................... 4
D. Equipment.................................................................................................................................. 4
E. Vending Machines, Etc. ............................................................................................................. 6
F. Menu and Service ...................................................................................................................... 6
G. Hours of Operation .................................................................................................................... 6
H. Uniforms .................................................................................................................................... 7
I. Advertising and Promotional Materials ...................................................................................... 7
J. Right of Entry and Inspection .................................................................................................... 7
K. BURGER KING McLamore Foundation.….…………………………………………………………7

6. SERVICES AVAILABLE TO FRANCHISEE ......................................................................................... 7

7. THE FRANCHISED RESTAURANT ...................................................................................................... 8

8. TRAINING .............................................................................................................................................. 8

9. ROYALTY AND ADVERTISING CONTRIBUTION ............................................................................... 9

A. Royalty ....................................................................................................................................... 9
B. Advertising, Sales Promotion and Public Relations .................................................................. 9
C. Gross Sales ............................................................................................................................. 10
D. Late Charge ............................................................................................................................. 10
E. Payment; Credits ..................................................................................................................... 11
F. Audit of Advertising Contributions ........................................................................................... 11
G. Alternative Method of Payment ............................................................................................... 11
H. No Set Off ................................................................................................................................ 11

10. ACCOUNTING PROCEDURES: RIGHT OF AUDIT ........................................................................... 12

A. Accounting ............................................................................................................................... 12
B. Annual Financial Statements ................................................................................................... 12
C. Audits of Franchisee ................................................................................................................ 12
D. Release of Financial Information ............................................................................................. 12

11. LIMITATIONS OF FRANCHISE........................................................................................................... 13

A. Trademarks, Trade Names, Service Marks and Trade Secrets .............................................. 13
B. Independent Contractor ........................................................................................................... 13

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
iii
12. UNFAIR COMPETITION ...................................................................................................................... 14

13. INSURANCE; INDEMNIFICATION ...................................................................................................... 14

A. Insurance ................................................................................................................................. 14
B. Specific Coverage ................................................................................................................... 14
C. Evidence of Insurance ............................................................................................................. 15
D. Worker's Compensation .......................................................................................................... 15
E. Indemnity ................................................................................................................................. 16
F. Defense of Claims ................................................................................................................... 16

14. TAXES .................................................................................................................................................. 17

15. ASSIGNMENT AND TRANSFER: CONDITIONS AND LIMITATIONS .............................................. 17

16. RIGHT OF FIRST REFUSAL ............................................................................................................... 25

17. OPTION TO OBTAIN SUCCESSOR FRANCHISE AGREEMENT ..................................................... 26

18. DEFAULT AND EFFECT OF TERMINATION ..................................................................................... 27

A. Default ..................................................................................................................................... 27
B. Effect of Termination ............................................................................................................... 30

19. RESTRICTIVE COVENANT................................................................................................................. 31

20. RESOLUTION OF DEVELOPMENT DISPUTES ................................................................................ 31

A. Non-Binding Mediation ............................................................................................................ 31
B. Binding Dispute Resolution ..................................................................................................... 31
C. Modification of Procedures ...................................................................................................... 31
D. Institution of Legal Proceedings .............................................................................................. 31

21. MISCELLANEOUS: GENERAL CONDITIONS ................................................................................... 31

A. Interpretation............................................................................................................................ 31
B. Non-Waiver .............................................................................................................................. 32
C. Governing Law, Forum and Compliance ................................................................................. 32
D. Severability .............................................................................................................................. 32
E. Notices ..................................................................................................................................... 32
F. Liability of Multiple Franchisees............................................................................................... 33
G. Modification.............................................................................................................................. 33
H. Binding Effect........................................................................................................................... 33
I. Survival .................................................................................................................................... 33
J. Attorney's Fees ........................................................................................................................ 33
K. Entire Agreement ..................................................................................................................... 33
L. Assignment .............................................................................................................................. 33

22. DEFINITIONS ...................................................................................................................................... 34

EXHIBIT A LEGAL DESCRIPTION .................................................................................................... 38

EXHIBIT B BURGER KING CORPORATION GUIDELINES FOR PREPARATION OF CORPORATE

GOVERNING INSTRUMENTS............................................................................................................. 39

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
iv
 LIST OF ATTACHMENTS

The items checked below are hereby incorporated into and are made a part of this Franchise Agreement:

 Non-Traditional Facility Addendum

 Big Box Non-Traditional Facility Addendum
 Base DIP 2015 Addendum
 Delivery Restaurant Addendum (Entity)
 2021 Organic Developer Incentive Program Addendum
 Multi-Unit DIP 2015 Addendum
 Multi-Unit DIP 2017 Addendum
 Multi-Unit DIP 2017-2022 Addendum
 Franchise Agreement Addendum (DIP)
 Franchise Agreement Addendum (DTO)
 Replacement Franchise Addendum
 SIO5 Successor Franchise Addendum
 SIO4 Successor Franchise Addendum
 SIO3 Successor Franchise Addendum
 SIO3 Successor Late Entry Franchise Addendum
 Successor Addendum
 BKoT Franchise Addendum
 BKoT Double Drive Thru & Digital Enhance Incentive Amendment
 2018 ISP Franchise Addendum
 Offset/Replacement Franchise Addendum
 Remodel Franchise Addendum
 Deferred Remodel Addendum
 Amendment to Burger King Restaurant Franchise Agreement Required by the State of
California
 Amendment to Burger King Restaurant Franchise Agreement Required by the State of
Hawaii
 Amendment to Burger King Restaurant Franchise Agreement Required by the State of
Illinois
 Amendment to Burger King Restaurant Franchise Agreement Required by the State of
Minnesota
 Amendment to Burger King Restaurant Franchise Agreement Required by the State of
North Dakota
 Amendment to Burger King Restaurant Franchise Agreement Required by the State of
Washington

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
v
 BURGER KING® RESTAURANT

FRANCHISE AGREEMENT

THIS BURGER KING® RESTAURANT FRANCHISE AGREEMENT (this “Agreement”) is made as

of the effective date set forth on the Key Contract Data page, by and between Burger King Corporation, a
Florida corporation (“BKC”), and the franchisee identified on the Key Contract Data page (“Franchisee”).

INTRODUCTION

A. BKC is the owner of certain trademarks and service marks, including but not limited to
BURGER KING® and HOME OF THE WHOPPER®, which are registered or pending with the United States
Patent and Trademark Office, and is the owner of other trademarks and service marks authorized for use
in BURGER KING Restaurants (the “BURGER KING Marks”).

B. BKC is engaged in the business of operating and granting franchises to operate restaurants
(“BURGER KING Restaurants”) using the BURGER KING Marks and a uniform and comprehensive
restaurant format and operating system developed by BKC (the “BURGER KING System”), including a
standardized design, decor, equipment system, color scheme, style of building and signage, as well as
uniform operating and quality standards, specifications and procedures of operation, and uniformity of
product and services offered, including all provisions of the Manual of Operating Data, as amended from
time to time (the “MOD Manual”).

C. Franchisee desires to acquire a franchise to operate a BURGER KING Restaurant at the

Premises for the entire Term specified in this Agreement. Franchisee acknowledges receipt of a copy of
the Franchise Disclosure Document of BKC and Franchisee has had a full and adequate opportunity to be
thoroughly advised of the terms and conditions of this Agreement by financial and legal counsel of
Franchisee’s own choosing at least fourteen (14) calendar days prior to its execution, and is entering into
this Agreement after having made an independent investigation of BKC's operations and not upon any
representation as to the profits and/or sales volume which Franchisee might be expected to realize, nor
upon any representations or promises by BKC which are not contained in this Agreement.

In consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

1. FRANCHISE GRANT: TERM AND LOCATION

BKC grants to Franchisee and Franchisee accepts a franchise for the duration of the Term
(defined below) to use the BURGER KING System and the BURGER KING Marks only in the operation of
a BURGER KING Restaurant at the location described on the Key Contract Data page attached to this
Agreement and incorporated by reference herein (the “Franchised Restaurant”), (the term “Franchised
Restaurant” includes the real estate described on Exhibit A (the “Premises”), the restaurant “Building,” and
all “Improvements” constructed thereon wherever the context permits or requires). The term of this
Agreement shall be for the period of time set forth on the Key Contract Data page unless terminated earlier
in accordance with the provisions of this Agreement (the “Term”), and shall commence on the
Commencement Date and shall expire on the Expiration Date. In the event of a dispute over the date that
the Franchised Restaurant opens for business, the records maintained by BKC shall control and be
dispositive. Franchisee agrees to operate the Franchised Restaurant at the specified location for the entire
duration of the Term. Franchisee accepts this franchise with the full and complete understanding that the
franchise grant contains no promise or assurance of renewal. The sole and entire conditions under which
Franchisee will have the opportunity of obtaining a Successor BURGER KING Franchise Agreement at
expiration are those set forth herein in Section 17. This franchise is for the specified location only and does
not in any way grant or imply any area, market or territorial rights proprietary to Franchisee. Notwithstanding
anything set forth above, if Franchisee continues to operate the Franchised Restaurant after the end of the

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
1
Term and does not obtain a Successor BURGER KING Franchise Agreement in accordance with
Section 17, Franchisee shall be deemed to be operating such Franchised Restaurant on a month-to-month
basis under the terms and conditions of this Agreement and BKC may terminate this Agreement at any time
after the end of the Term upon thirty (30) days prior written notice.

2. INITIAL FRANCHISE FEE

Franchisee acknowledges that the grant of this franchise constitutes the consideration for
the payment by Franchisee to BKC of the amount of the Initial Franchise Fee set forth on the Key Contract
Data page (the “Initial Franchise Fee”), and that this sum shall be fully earned by BKC upon the execution
and delivery of this Agreement.

3. FRANCHISEE REPRESENTATIONS

Franchisee acknowledges its understanding of BKC's franchising policy of requiring all

individuals who have any interest in the Franchised Restaurant, whether directly, beneficially or
contingently, to be named in and be a party to the Franchise Agreement. If Franchisee consists of more
than one individual, the group must include an Operating Partner who, throughout the Term of the
Agreement, lives in the locality of the Franchised Restaurant. The Operating Partner must have a minimum
fifty percent (50%) unencumbered equity ownership (including profits) and a minimum fifty percent (50%)
controlling interest through any voting apparatus in the Franchised Restaurant and must devote his full time
and best efforts to the day-to-day operation of the Franchised Restaurant with no operational or
management commitments in other businesses (except other BURGER KING Restaurants operated under
franchises granted to such person by BKC). Franchisee has not taken and agrees that it will not hereafter
take , whether directly or indirectly, any action to avoid the financial interest requirements and the direct
operation requirements set forth above through the entry of management agreements, consulting
agreements or any other similar device or arrangement. Franchisee agrees to furnish BKC with such
evidence as BKC may request from time to time for the purpose of assuring BKC that Franchisee’s efforts
and equity interest remain as represented in this Agreement.

4. FRANCHISEE ASSOCIATION AND ADVISORY COUNCIL

BKC shall, on a periodic basis, consult with representatives of an independent association

whose membership is comprised of at least fifty-one percent (51%) of all BURGER KING franchise-owned
and operated restaurants in the U.S.A. (the “Franchisee Association”) relative to those matters expressly
described in Sections 5.B, 6, 8, 9 and 20.C of this Agreement. The representatives of the Franchisee
Association shall be referred to herein as the “Franchisee Advisory Council.” Membership by a Franchisee
in the Franchisee Association shall be voluntary.

Franchisee agrees that BKC may consult with and consider the advice of the Franchisee
Advisory Council.

For purposes of this Franchise Agreement, to qualify as the “Franchisee Association,” the
association must have been formed for the primary purpose of representing the rights of franchisees, and
membership in such association must be limited solely to BURGER KING franchisees, or officers, directors,
partners or shareholders of BURGER KING franchisees, who in either case are not owned or controlled by
BKC or its parent, or any subsidiary or Affiliate of BKC.

BKC shall not prohibit nor restrict Franchisee from associating with other franchisees, nor
from forming, joining or participating in any franchisee trade association (the “Activities”). BKC shall not
retaliate against Franchisee because Franchisee engages in the Activities. BKC's exercise and
enforcement of its rights under any franchise agreement or the law shall not, by itself, constitute a breach
of BKC's responsibilities under the preceding sentence.

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
2
 5. STANDARDS AND UNIFORMITY OF OPERATION

BKC shall establish, and cause approved suppliers to the BURGER KING System to
reasonably comply with, product, service and equipment specifications as established by BKC from time to
time.

Suggestions from Franchisee for improving elements of the BURGER KING System, such
as products, equipment, uniforms, restaurant facilities, service format and advertising, are encouraged and
may or may not be considered by BKC when adopting or modifying standards, specifications and
procedures for the BURGER KING System. Franchisee acknowledges that any such suggestions made
by Franchisee hereunder shall become the exclusive property of BKC. BKC shall have no obligation to
utilize suggestions and no obligation to provide compensation for any suggestion. Franchisee may not
utilize any such suggestions in the Franchised Restaurant without the prior written consent of BKC.

A. M.O.D. Manual

Franchisee acknowledges and agrees that prompt adoption of and adherence to

the BURGER KING System, including all of the provisions of the MOD Manual, as amended from time to
time, are reasonable, necessary and essential to the image and success of all BURGER KING Restaurants.
The MOD Manual, which is comprised of the BURGER KING Operations Manual, the Restaurant
Equipment Manual, the RSI Equipment and Facilities E-Red Book, the Approved Brands and Distributors
List, Approved Equipment List, the Brand Standards Guide, the Ops Emphasis Guide, alerts and
amendments thereto, and applicable policies established by BKC, or the then-current equivalent printed or
electronic versions of those documents, contains the official mandatory restaurant operating, equipment
and product standards, specifications and procedures prescribed from time to time by BKC for the operation
of a BURGER KING Restaurant. The MOD Manual and any revisions or updates thereto may be provided
in electronic format including via internet, intranet, or other electronic means. Franchisee acknowledges
that the MOD Manual is designed to protect BKC’s standards, the BURGER KING System, and the
BURGER KING Marks, and not to control the day-to-day operation of the Franchised Restaurant.
Franchisee may not print a copy of the MOD Manual without BKC's prior written approval.

Franchisee agrees that changes in the standards, specifications and procedures

may become necessary and desirable from time to time and agrees to accept and comply with such
modifications, revisions and additions to the MOD Manual which BKC in the good faith exercise of its
judgment believes to be desirable and reasonably necessary. The material and information set forth in the
MOD Manual is confidential and proprietary to BKC and is to be used by Franchisee only in connection with
the operation of the Franchised Restaurant and other franchised BURGER KING Restaurants. The MOD
Manual and other specifications, standards and operating procedures communicated in writing or
electronically to Franchisee shall be deemed a part of this Agreement.

B. Franchised Restaurant

The Franchised Restaurant will be constructed and improved in the manner authorized and
approved by BKC, and the appearance of the Franchised Restaurant will not thereafter be altered except
as may be approved in writing by BKC.

(1) Repair and Maintenance.

Franchisee shall, at its expense, continuously throughout the Term of this

Agreement maintain the Franchised Restaurant in good condition and repair in accordance with BKC's then
current repair and maintenance standards.

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
3
 (2) Current Image.

Franchisee shall, improve, alter and remodel the Franchised Restaurant

to bring it into conformance with the national and local plans, specifications and/or other standards for new
or remodeled BURGER KING Restaurants as may hereafter be reasonably changed and defined from time
to time by BKC (“Current Image”) in accordance with the following timetable:

(i) During the tenth year of the Term, Franchisee shall remodel,
improve and alter the exterior of the Franchised Restaurant to conform with the Current Image in effect on
the ninth anniversary of the date of this Agreement.

(ii) BKC and the Franchisee Advisory Council shall meet annually to
discuss and establish the components of Current Image for the Franchised Restaurant. The Current Image
as established by BKC and the Franchisee Advisory Council, from time to time, shall be binding upon
Franchisee. If BKC and the Franchisee Advisory Council do not agree on the Current Image, BKC and the
Franchisee Association shall settle the matter by arbitration by a sole arbitrator in accordance with the then
current non-administered arbitration rules of the Center for Public Resources. The arbitration shall be
governed by the United States Arbitration Act (U.S.A.A.), and judgment upon the decision rendered by the
arbitrator shall be binding on Franchisee and BKC and except as provided in Section 10(a) of the U.S.A.A.,
shall not be appealable in any forum. The decision may be entered by any court having jurisdiction thereof.
The place of arbitration shall be Miami, Florida.

Failure of Franchisee to comply with the terms of this Section 5.B shall be deemed a material default of
this Agreement.

C. Signs

The BURGER KING Marks will only be erected and displayed in the manner and
at such locations as are approved and authorized by BKC, in writing. Franchisee agrees to maintain and
display signs reflecting the Current Image of BURGER KING Restaurants and shall not place additional
signs or posters at the Franchised Restaurant without the prior written consent of BKC. Only signs from
sources approved by BKC may be utilized at the Franchised Restaurant. Franchisee shall discontinue the
use of and destroy such signs as are declared obsolete by BKC within the reasonable time specified by
BKC. Such signs are fundamental to the BURGER KING System and Franchisee hereby grants to BKC
the right to enter the Franchised Restaurant to remove and destroy unapproved or obsolete signs in the
event that Franchisee has failed to do so within thirty (30) days after the written request of BKC.

D. Equipment

(1) Only equipment approved by BKC which meets the criteria and
performance standards of the BURGER KING System may be used in the Franchised Restaurant. The
equipment shall be maintained in a condition that meets operational standards specified in the MOD Manual
and, as equipment becomes obsolete or inoperable, Franchisee will replace the equipment with the types
and kinds of equipment as are then approved for use in BURGER KING Restaurants. If BKC determines
that additional or replacement equipment is needed because of a change in menu items or method of
preparation and service or because of health or safety considerations, Franchisee will install the additional
equipment or replacement equipment within the reasonable time specified by BKC. Prior to mandating the
use of a new or additional piece of equipment, BKC shall use reasonable efforts to field test the proposed
new equipment.

(2) Franchisee must, at its sole cost and expense: (a) at all times operate at
the Franchised Restaurant POS Systems (as hereinafter defined) approved by BKC; (b) upgrade or replace
in whole or in part any POS Systems as BKC may reasonably deem necessary or desirable in the interest

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
4
of proper administration of Burger King Restaurants throughout the BURGER KING System, within such
reasonable time as may be specified by BKC; (c) use the approved POS Systems at all times to record and
process such information as BKC may from time to time require, including information regarding any other
business carried on in or from any Burger King Restaurant with the consent of BKC, keep such information
available for access by BKC on the POS System for such minimum period as BKC may require, and
maintain and provide to BKC such information in the format, and using such data exchange standards and
protocols as BKC may require; (d) effect the Polling (as hereinafter defined) operation at such time or times
as may be required by BKC, but BKC may itself initiate Polling whenever it deems appropriate; (e) permit
BKC or its agents to Poll any information contained in the POS System at any time; (f) permit BKC or its
agent to obtain all of the information referenced in this Section 5.D. that may be in the possession of any
third party vendor from whom Franchisee obtained an approved POS System; (g) if required by BKC,
download the information referenced in this Section 5.D. into machine readable information compatible with
the system operated by BKC or its agents and to deliver that information to BKC by such method and within
such timescale as BKC reasonably requires; and (h) integrate or otherwise permit the integration of such
POS Systems with such technological platforms designated by BKC from time to time (including websites
and mobile applications designated by BKC). For purposes of this Agreement, the term “POS System”
means a point of sale computerized system consisting of telecommunications systems (including required
dedicated telephone and power, network and broadband lines, and modem(s)), electronic hardware and
software technology (including printer(s)) and other computer-related accessories or peripheral equipment,
which captures, records and transmits sales, Taxes on sales, number, date and time of transactions, products
and combinations of products sold and employees using the system and such other related information as may
be required by BKC from time to time. For purposes of this Agreement, the term “Polling” means any process
acceptable to BKC by which information or data about the Franchised Restaurant may be transmitted to or
from a POS System or other system operated by Franchisee or its agent into a computer or system operated
by BKC or its agents in the manner and format prescribed by BKC from time to time. For the avoidance of
doubt, BKC may Poll for information including, without limitation, daily sales data, daily transaction level
data, sales per visit and products and combination of products sold, otherwise known as product mix data
or “PMIX”, and inventory data.

(3) Franchisee must also, at its sole cost and expense: (a) maintain, use
and/or operate centralized or technology based methods of taking, processing, routing, and delivering
orders or receiving payment for such orders that may be mandated by BKC at any time during the Term in
addition to the methods and technology BKC currently uses or authorizes (individually an “Additional
Ordering System” and collectively “Additional Ordering Systems”); and (b) add or replace equipment, wiring,
hardware and software in connection with the Additional Ordering Systems. To the extent any products and
services related to an Additional Ordering System are owned by BKC or provided to Franchisee by BKC,
BKC may charge up front and/or ongoing fees. BKC shall be the sole owner of all direct and related rights
and assets, including software and hardware, intellectual property and all data generated by the Additional
Ordering Systems, but excluding hardware or equipment Franchisee purchases directly for the purpose of
gaining access to the Additional Ordering System. If BKC requires Franchisee to use an Additional Ordering
System, then Franchisee shall comply with BKC’s requirements for connecting to, and utilizing such
technology in connection with Franchisee’s operation of the Franchised Restaurant. Franchisee will install
and implement any Additional Ordering System required by BKC within the reasonable time specified by
BKC.

(4) Franchisee must also, at its sole cost and expense: (a) maintain, use
and/or operate technology for the purpose of communicating with customers of BURGER KING
Restaurants and the collection, processing, storage and use of BURGER KING Restaurant customer data
that may be mandated by BKC at any time during the Term in addition to the methods and technology BKC
currently uses or authorizes (individually an “Additional Digital System” and collectively, the “Additional
Digital Systems”); and (b) add or replace equipment, wiring, hardware and software in connection with the
Additional Digital Systems. To the extent any products and services related to an Additional Digital System
are owned by BKC or provided to Franchisee by BKC, BKC may charge up front and/or ongoing fees. BKC
shall be the sole owner of all direct and related rights and assets, including software and hardware,

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
5
intellectual property and all data generated by the Additional Digital Systems, but excluding hardware or
equipment Franchisee purchases directly for the purpose of gaining access to an Additional Digital System.
BKC may use the data generated by the Additional Digital Systems (1) to analyze customer trends, (2) to
market BKC-developed goods and products to all customers or specific customer(s), (3) to reward loyal or
repeat customers, (4) to provide the data to third parties, and (5) for such other purposes as BKC deems
appropriate in its sole discretion. Franchisee acknowledges and agrees that all net profits received by BKC
from providing the data generated by the Additional Digital Systems to third parties shall be the sole property
of BKC. If BKC requires Franchisee to use an Additional Digital System, then Franchisee shall comply with
BKC’s requirements for connecting to, and utilizing such technology in connection with Franchisee’s
operation of the Franchised Restaurant. Franchisee will install and implement any Additional Digital System
required by BKC within the reasonable time specified by BKC.

E. Vending Machines, Etc.

Public telephones, newspaper racks, juke boxes, cigarette, gum and candy
machines, rides, lottery ticket terminals, video games or any other games, or vending or amusement
machines will not be installed at the Franchised Restaurant without the prior written approval of BKC. In
the event such items are installed at the Franchised Restaurant, then all sums received by Franchisee in
connection with these items shall be included within “Gross Sales” as defined herein.

F. Menu and Service

(1) All menu items, including without limitation, promotional and premium
products, which BKC may deem appropriate to take full advantage of the potential market and achieve
standardization in the BURGER KING System will be served, and no items which are not set forth in the
MOD Manual or otherwise authorized and approved by BKC in writing will be served. Franchisee shall only
sell the approved menu items at retail to consumers from and through the Franchised Restaurant and shall
not sell such items for redistribution or resale. Franchisee shall adhere to all specifications contained in the
MOD Manual or as otherwise prescribed by BKC as to ingredients, methods of preparation and service,
weight and dimensions of products served, and standards of cleanliness, health and sanitation.

(2) Franchisee shall notify BKC in writing within twenty-four hours of any
investigation or violation, actual or alleged, concerning any health or sanitary laws or regulations that results
in a failing score from the governmental authority, a closure of the Franchised Restaurant or a threatened
closure of the Franchised Restaurant, or that constitutes a critical food safety violation as set forth in the
MOD Manual (each, a “Food Safety Incident”). Upon the occurrence of any Food Safety Incident,
Franchisee shall take any actions directed by BKC or any governmental authority concerning such
investigation or violation. All food, drink and other items will be served and sold in packaging that meets
BKC's specifications. Only food, supplies, paper products and packaging from sources approved by BKC
shall be used in the Franchised Restaurant.

G. Hours of Operation

The Franchised Restaurant shall be open for business at a minimum from 6:00
A.M. to 12:00 A.M., Monday through Saturday and 7:00 A.M. to 12:00 A.M. on Sunday, fifty-two (52) weeks
a year, unless otherwise authorized or directed by BKC or unless prohibited by applicable law. The
Franchised Restaurant may be closed on Thanksgiving Day and/or Christmas Day if a majority of the
BURGER KING Restaurants in the market area (DMA) in which the Franchised Restaurant is located elect
to close on the holiday.

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
6
 H. Uniforms

All employees shall only wear uniforms of such design and color as are from time
to time specified by BKC.

I. Advertising and Promotional Materials

Only those advertising and promotional materials or items which are authorized by
BKC in writing prior to use shall be used, sold or distributed, and no display or use of the BURGER KING
Marks shall be made without the prior written approval of BKC. All materials on which the BURGER KING
Marks are used must include the designation or such other designation as BKC may specify. Franchisee
must, immediately upon receipt of notice from BKC, remove or discontinue the use, publication, display,
sale and distribution of any advertising or promotional material, slogans, and any material on which the
BURGER KING Marks appear, which BKC has not approved or has ceased to use.

J. Right of Entry and Inspection

BKC shall have the unrestricted right to enter the Franchised Restaurant to
conduct such activities as it deems necessary to ascertain Franchisee’s compliance with this Agreement.
The inspections may be conducted without prior notice at any time when Franchisee or one of his
employees is at the Franchised Restaurant. The inspections will be performed in a manner which minimizes
interference with the operation of the Franchised Restaurant.

K. BURGER KING McLamore Foundation

Franchisee shall participate in the fundraising and charitable efforts of the

BURGER KING MCLAMORE Foundation (the “Foundation”). Franchisee agrees to purchase at least one
(1) One Thousand Dollar ($1,000) scholarship for the Franchised Restaurant during each year for the
duration of the Term at the time specified by the Foundation.

6. SERVICES AVAILABLE TO FRANCHISEE

BKC agrees to provide the following services to Franchisee and to use reasonable efforts
to provide them in a manner reasonably designed for the BURGER KING System, including the use of
technology deemed by BKC to be competitive in the quick service restaurant industry. Prior to making
material changes to the content of, and manner by which, the following items or services are delivered to
Franchisee, BKC shall consult with the Franchisee Advisory Council to receive input as to the proposed
change. The content of and manner by which the following services are to be delivered by BKC shall be
within BKC's sole reasonable discretion:

A. A reproducible copy of either (i) the standard architectural building plans and
specifications for current approved freestanding buildings or double drive-thru buildings, or (ii) such other
standard approved restaurant facility, whichever is applicable. Any modifications of the standard plans and
specifications, whether requested or required by planning and zoning boards, building codes or otherwise,
must be approved in writing by BKC and are to be paid for by Franchisee.

B. A pre-opening training program conducted at BKC training facilities and certified

BURGER KING Restaurants.

C. Pre-opening and opening assistance by personnel of BKC at the Franchised

Restaurant for a period of time as BKC deems appropriate under the circumstances. BKC may, in its

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
7
reasonable discretion, consider the following factors: the experience of the Franchisee, the type of facility
being operated, whether the assistance is for a new opening or the reopening after a transfer of ownership
of an already operating restaurant, the prior BURGER KING System experience of Franchisee’s
management, the projected volume of the restaurant, as estimated by Franchisee, and any other factors
that BKC deems appropriate for consideration.

D. Opening promotion program. Franchisee may be eligible for a credit to its account
in exchange for implementing grand opening promotions conducted after the Franchised Restaurant opens,
in accordance with BKC's policy (if any) at the time of opening. Costs in excess of the amount of the credit
(if any) incurred in implementing the program shall be Franchisee’s responsibility.

E. BKC's MOD Manual, in an approved format a copy of which will be loaned to

Franchisee for the Term of this Agreement.

F. Such merchandising, marketing and advertising research data and advice as may
be developed from time to time by BKC and deemed by it to be helpful in the operation of a BURGER KING
Restaurant.

G. Communication of new developments, techniques and improvements of BKC in

food preparation, equipment, food products, packaging, service and restaurant management which are
relevant to the operation of a BURGER KING Restaurant.

H. Such ongoing support as BKC deems reasonably necessary to continue to

communicate and advise Franchisee as to the BURGER KING System including the operation of the
Franchised Restaurant.

7. THE FRANCHISED RESTAURANT

The site at which Franchisee shall operate the Franchised Restaurant is more fully
described in Exhibit A. The Franchised Restaurant shall at all times be under the direct, on premises
supervision of Franchisee or its manager. During the Term of this Agreement the site shall be used
exclusively for the purpose of operating a franchised BURGER KING Restaurant.

In the event the Franchised Restaurant shall be damaged or destroyed by fire or other
casualty, or be required to be repaired or reconstructed by any governmental authority, Franchisee shall,
at its own expense, repair or reconstruct the Franchised Restaurant within a reasonable time under the
circumstances. The minimum acceptable appearance for the restored Franchised Restaurant will be that
which existed just prior to the casualty; however, every effort should be made to have the restored
Franchised Restaurant reflect the then Current Image, design and specifications of BURGER KING
restaurants. If the Franchised Restaurant is substantially destroyed by fire or other casualty, Franchisee
may, with BKC’s agreement, terminate this Agreement in lieu of Franchisee reconstructing the Franchised
Restaurant.

8. TRAINING

A. Operating Partner

The Franchised Restaurant shall not open unless the Operating Partner and a designated
restaurant manager have successfully completed BKC's training program in Miami, Florida or at such other
locations as may be specified by BKC (the “Initial Training”). Franchisee shall train the designated
restaurant manager pursuant to BKC's then current “in-restaurant” operations training and certification
program. BKC may, in its sole discretion, waive the Initial Training requirement for the designated
restaurant manager.

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
8
 BKC shall provide, and the Operating Partner shall attend, continuing operations training
programs from time to time as may be directed by BKC to re-enforce operational standards (“Continuing
Operations Training”). The required frequency, duration and subject matter of the Continuing Operations
Training shall be specified by BKC (the Initial Training and Continuing Operations Training programs are
hereinafter collectively referred to as “Training Programs”). BKC and the Franchisee Advisory Council shall
periodically review the Training Programs and BKC will consult with the Franchisee Advisory Council prior
to making any material changes to the Training Programs. Such programs may be in Miami, Florida, or at
such other locations as may be specified by BKC.

B. Charges and Costs

Franchisee shall be responsible for reasonable charges and costs of any sort associated
with such training but not limited to all travel and living expenses, compensation of and worker's
compensation insurance for the Operating Partner and the manager while enrolled in the training program
any other personal expenses, course materials, training facility charges, and training staff charges (if any).
If the Operating Partner fails to complete the orientation session at the next scheduled session after opening
or acquisition, as applicable, BKC may declare Franchisee to be in default of this Agreement, in addition to
its other rights under this Agreement.

C. Franchisee Training and Restaurant Staffing

Franchisee shall implement a training program for Franchised Restaurant employees in

accordance with training standards and procedures prescribed by BKC and shall staff the Franchised
Restaurant at all times during the Term of this Agreement with a sufficient number of trained employees
including at least one (1) manager who has, within six (6) months after becoming manager, successfully
completed BKC's training program for restaurant managers at an accredited location to ensure that the
BURGER KING operational standards are met. Requests for exemption from the manager training
requirement will be considered on an individual basis and will be granted only in those situations where the
employees have prior operational management experience in a BURGER KING Restaurant and
demonstrate to BKC a thorough knowledge and understanding of the BURGER KING System.

9. ROYALTY AND ADVERTISING CONTRIBUTION

A. Royalty

During the Term of this Agreement, Franchisee agrees to pay to BKC a royalty
equal to the percentage of monthly Gross Sales set forth as the Royalty on the Key Contract Data page
(“Royalty”) for the use of the BURGER KING System and the BURGER KING Marks. Royalties shall be
paid monthly by the tenth (10th) day of each month based upon Gross Sales for the preceding month.

B. Advertising, Sales Promotion and Public Relations

(i) Franchisee shall pay to BKC an amount equal to the percentage of

monthly Gross Sales set forth as the Advertising Contribution on the Key Contract Data page by the tenth
(10th) day of each month based upon Franchisee's Gross Sales for the preceding month (the “Advertising
Contribution”). This sum, less direct administrative expenses, will be used for (a) market research
expenditures directly related to the development and evaluation of the effectiveness of advertising and
sales promotions, (b) creative, production and other costs incurred in connection with the development of
advertising, sales promotions and public relations (as limited by Section (vi) below), both in the market area
of the Franchised Restaurant, as reasonably defined from time to time by BKC, and on a national basis and
(c) various methods of delivering the advertising or promotional message, including without limitation,
television, radio, outdoor and print (“Media”). The allocation of the Advertising Contribution between
national, regional and local expenditures shall made by BKC in its sole business judgment.

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
9
 (ii) Periodically, but no less frequently than once per year, BKC shall meet
with the Franchisee Advisory Council to discuss and attempt to establish (a) the types of Media to be used
by BKC (the “Media Mix”) and (b) the percentage of the total annual Advertising Contribution to be
expended on Media (the “Media Spending Goal”).

(iii) If BKC and the Franchisee Advisory Council are unable to mutually
establish the Media Spending Goal, BKC shall, subject to the limitation set forth in Section (v) below, have
the right, in its sole business judgment, to establish the Media Spending Goal.

(iv) If BKC and the Franchisee Advisory Council are unable to agree on the
Media Mix, BKC shall have the right, in its sole business judgment, to establish the Media Mix. If BKC
unilaterally establishes the Media Mix as provided above, BKC shall in no event spend more than ten
percent (10%) of the prior fiscal year's national Media expenditures for new Media channels and any such
new Media channel(s) must be accessible to no less than two-thirds (2/3) of the then established areas of
dominant influence in the United States.

(v) BKC shall use reasonable efforts to meet the Media Spending Goal,
subject to circumstances beyond its control; provided, however, that BKC shall spend no less than sixty-
five percent (65%) of the total annual Advertising Contribution on Media.

(vi) The annual expenditure on public relations shall not exceed one-half of
one percent of the total annual Advertising Contribution.

(vii) Certain Advertising Contributions shall be allocated for approved grand

opening promotions in accordance with current company policy.

(viii) From time to time, BKC may seek support from Franchisee, and all other
franchisees in the Designated Marketing Area (“DMA”) where the Franchised Restaurant is located, for an
Investment Spending Program (“ISP”). In the event that 66.7% or more of the other franchised and BKC-
operated company restaurants in the DMA where the Franchised Restaurant exists execute binding ISP
contracts which commit such other franchisees to place a fixed monthly dollar amount or a percentage of
their Gross Sales into an ISP account with such money to be spent on local DMA marketing initiatives in a
given year, then in such case, Franchisee shall execute an ISP contract on exactly the same terms.
Franchisee acknowledges that the terms of the ISP contracts may change from year to year but that under
no circumstances will any ISP contract (1) bind the Franchisee to pay more than 2% of their Gross Sales
into an ISP fund; or (2) bind the Franchisee for a term longer than one year.

C. Gross Sales

The term “Gross Sales” as used in this Agreement includes all sums charged by
Franchisee for goods, merchandise or services sold at or from the Franchised Restaurant, including all
premiums unless exempted by BKC. The sale of BURGER KING products away from the Franchised
Restaurant is not authorized; however, should any such sales be approved in the future, they will be
included within the definition of Gross Sales. Gross Sales excludes any federal, state, county or city Tax,
excise Tax, or other similar Taxes collected by Franchisee from customers based upon sales, and cash
received as payment in credit transactions where the extension of credit itself has already been included in
the figure upon which the Royalty and Advertising Contribution is computed.

D. Late Charge

Any Royalty and Advertising Contribution not paid when due shall bear a late
charge at the maximum rate allowed by Florida law or, if no maximum rate relating to this transaction is in
effect in the State of Florida, 18% per annum. Nothing in this Agreement shall be construed to mean that

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
10
Franchisee is to pay, or has contracted to pay, any sum in excess of that which may lawfully be charged or
contracted for under any applicable law. The intention of the parties is to conform strictly to applicable
usury laws and it is agreed that if an excess is inadvertently collected it shall be applied to reduce the
amount owed under Sections 9.A and 9.B above.

E. Payment; Credits

All payments required to be made to BKC under this Agreement shall be made in
Miami, Florida, or at such addresses and to such parties as BKC may designate in writing from time to time.
BKC may, in its sole discretion, elect to pay any amount owed by BKC or any of its Affiliates to Franchisee
by crediting any account of Franchisee or reducing any financial obligation of Franchisee to BKC or its
Affiliates.

F. Audit of Advertising Contributions

Not more than once annually, the Franchisee Association shall have the right,
following reasonable notice to BKC, to audit BKC's fiscal year-end results with regard to the income and
expenditures of the Advertising Contribution received by BKC for BURGER KING restaurants located in the
U.S.A. The audit shall be conducted in accordance with the criteria established by BKC following
consultation with the Franchisee Advisory Council. The audit shall be at the sole cost of the Franchisee
Association unless (i) the audit discloses a misappropriation of funds or (ii) a discrepancy resulting from an
accounting error, which is in excess of three percent (3%) of the total annual Advertising Contribution
received by BKC, in either of which events BKC shall reimburse the Franchisee Association for the
reasonable costs of the audit. Only records of the past two fiscal years will be produced for the audit. The
results of the audit will be made available, on request, to Franchisee. Franchisee shall have no independent
right to audit, provided however, if no Franchisee Association exists, franchisees owning collectively at least
thirty percent (30%) or more of all BURGER KING franchisee-owned and operated restaurants in the U.S.A.
shall have the right to audit under the same terms and conditions set forth in this Section 9.F.

G. Alternative Method Of Payment

BKC may, at its option, require payment of the Royalty or Advertising Contribution
or both by making direct monthly withdrawals in the form of an electronic or similar funds transfer in the
appropriate amount(s) from Franchisee's bank account. In the event that this option is exercised,
Franchisee agrees to execute and deliver to its bank and to BKC those documents necessary to authorize
such withdrawals and to make payment or deposit as directed by BKC. Franchisee further agrees that it
will not thereafter terminate such authorization so long as this Agreement is in effect. Franchisee agrees
that it will not close such bank account without prior notice to BKC and the establishment of a substitute
bank account permitting such withdrawals. Franchisee also agrees that in the event that a direct electronic
funds transfer or other withdrawal program is not available at the bank at which it currently does its business,
it will take all reasonable and necessary steps to establish an account at a bank which does have such a
program. In addition, BKC may require payment of Royalty, Advertising Contribution and any other fees
required to be paid pursuant to this Agreement using BKC’s internet web portal called “BK® ePay”, or any
other electronic or digital payment method that BKC may require in the future.

H. No Set Off

The Royalty and Advertising Contribution must be paid in full free of any
deductions or set-off whatsoever (except withhholding Tax if required to be withheld from the relevant
payment by applicable laws).

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
11
 10. ACCOUNTING PROCEDURES: RIGHT OF AUDIT

A. Accounting

Franchisee agrees to keep true, accurate and complete records of his business in
such form as BKC now or hereafter may require and to furnish BKC with a monthly and fiscal year to date
profit and loss statement in the format prescribed by BKC. Franchisee shall also submit to BKC quarterly
balance sheets, the first of which shall be for the period ending three (3) months after the Franchised
Restaurant opens. All profit and loss statements and balance sheets should be prepared in accordance
with generally accepted accounting principles and shall be submitted to BKC within twenty-five (25) days
after the end of the period covered by the report. In addition, Franchisee shall retain for a period of at least
twenty-four (24) months and upon request submit to BKC copies of all state sales tax returns and all
supporting data and records relating to sales made at or from the Franchised Restaurant and such other
records as BKC may reasonably request from time to time. Franchisee shall also, upon request by BKC,
provide BKC with detailed, itemized documentation showing the actual cost of building or remodeling the
Franchised Restaurant.

B. Annual Financial Statements

Within one hundred twenty (120) days after the close of each fiscal year,
Franchisee shall submit a full disclosure of all persons with any interest in the Franchised Restaurant and
a complete annual financial statement for the Franchised Restaurant, which statement, if requested by
BKC, shall be certified by a Certified Public Accountant.

C. Audits

Franchisee agrees that BKC or its representatives, at BKC's expense, shall, at all
reasonable times, have the right to examine or audit the books, records, state sales tax return or accounts
of Franchisee. BKC shall similarly have the right to examine or audit the books, records, state sales tax
returns or accounts of any and all persons or entities who are guarantors of the Franchisee’s performance,
who have personal liability, or who have joint and severable liability under this Agreement in those instances
in which Franchisee has failed to make payments of the Royalty or Advertising Contribution in a timely
fashion or has otherwise defaulted under this Agreement. In the event the audit discloses an
understatement of Gross Sales for any period or periods, Franchisee shall, within 15 days after receipt of
the audit report, pay BKC the Royalty and Advertising Contribution (including any ISP fee) in the amount of
the understatement plus the late charge identified in Section 9.D. of this Agreement from the date such
payments were originally due. Additionally, in the event the audit discloses an understatement of Gross
Sales which exceeds two percent (2%) for any period or periods, Franchisee shall, within fifteen (15) days
after the receipt of the audit report, reimburse BKC for all costs of the audit including travel, lodging and
wages, reasonably incurred.

D. Release of Financial Information

Except as otherwise provided in any lease between BKC, or any of its Affiliates,
and Franchisee, BKC shall not release to third parties financial or operational information specifically
relating to Franchisee and/or the Franchised Restaurant without the consent of Franchisee unless
otherwise required to do so by judicial or administrative order. If BKC is required to disclose such
information, BKC shall use reasonable efforts to give Franchisee notice thereof. Notwithstanding the
foregoing however, BKC may 1) release general financial or operational information relating to the
BURGER KING System compiled in whole or in part from Franchisee and/or the Franchised Restaurant so
long as Franchisee and/or the Franchised Restaurant are not specifically identified, and 2) publish
operational metrics and scores of the Franchised Restaurant and its rank in comparison to other restaurants

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
12
in the BURGER KING System as long as the publication of the metrics, scores and rankings are distributed
only to other franchisees of BKC.

11. LIMITATIONS OF FRANCHISE

A. Trademarks, Trade Names, Service Marks and Trade Secrets

(1) Franchisee acknowledges that ownership of all right, title and interest to
the BURGER KING System and the BURGER KING Marks, are and shall remain vested solely in BKC and
Franchisee disclaims any right or interest therein or the good will derived therefrom. All good will associated
with the BURGER KING Marks is the sole property of BKC. Franchisee agrees that all materials loaned or
otherwise made available to him and all disclosures made to Franchisee and not to the general public by
or at the direction of BKC at any time before or during the Term of this Agreement relating to the BURGER
KING System, including, without limitation, the MOD Manual in its entirety, financial information, marketing
strategy and marketing programs are to be considered trade secrets of BKC for purposes of this Agreement
and shall be kept confidential and used by Franchisee only in connection with the operation of the
Franchised Restaurant and other franchised BURGER KING Restaurants. Franchisee agrees not to
divulge any of the trade secrets to any person other than his employees and then only to the extent
necessary for the operation of the Franchised Restaurant and, specifically, that Franchisee will not, nor
permit anyone to, reproduce, copy or exhibit any portion of the MOD Manual or any other trade secrets of
BKC.

(2) Franchisee will not, directly or indirectly, at any time during the Term of
this Agreement or thereafter, do or cause to be done any act or thing disputing, attacking or in any way
impairing or tending to impair BKC's right, title or interest in the BURGER KING Marks or the BURGER
KING System. Franchisee shall immediately notify BKC of all infringements or limitations of the BURGER
KING Marks which come to his attention or challenges to Franchisee's use of any of the BURGER KING
Marks, and BKC shall exercise absolute discretion in deciding what action, if any, should be taken.
Franchisee agrees to cooperate in the prosecution of any action to prevent the infringement, limitation,
illegal use or misuse of the BURGER KING Marks and agrees to be named as a party in any such action if
so requested by BKC. BKC agrees to bear the legal expenses incident to Franchisee’s participation in such
action, except for fees, expenses and other costs of Franchisee's personal legal counsel if Franchisee
elects to be represented by counsel of his own choosing.

(3) Franchisee shall not use any of the BURGER KING Marks, any variations
or abbreviations, or any words confusingly similar to the BURGER KING Marks as part of Franchisee’s
corporate, limited liability company, or partnership name.

(4) Unless otherwise required by this Agreement, Franchisee shall not use
any of the BURGER KING Marks, any variations or abbreviations, or any words confusingly similar to the
BURGER KING Marks on any website, or other electronic or social media or in or as part of any domain
name or electronic mail address.

B. Independent Contractor

Franchisee is an independent contractor and is not an agent, partner, joint

venturer, joint employer, or employee of BKC, and no fiduciary relationship between the parties exists.
Franchisee shall be the sole and exclusive employer of its employees and is solely responsible for all
aspects of the employment relationship with its employees, with the sole right to hire, discipline, promote,
demote, transfer, discharge, and establish wages, hours, benefits, employment policies, and other terms
and conditions of employment for its employees without consultation with or approval by BKC. Franchisee
shall have no right to bind or obligate BKC in any way nor shall he represent that he has any right to do so.
BKC shall have no control over the terms and conditions of employment of Franchisee's employees.

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
13
 In all public records and in Franchisee's relationship with other persons, on
stationery, business forms and checks Franchisee shall indicate independent ownership of the Franchised
Restaurant and that it is operated under a Franchise granted by BKC.

Franchisee shall exhibit at the Franchised Restaurant, in such places as may be

designated by BKC, a notification that the Franchised Restaurant is operated by an independent operator
and not by BKC.

12. UNFAIR COMPETITION

Franchisee acknowledges the uniqueness of the BURGER KING System and that BKC is
making its knowledge, know-how and expertise available to him for the purpose of operating the Franchised
Restaurant. Franchisee agrees that it would be an unfair method of competition for Franchisee to use or
duplicate or to allow others to use or duplicate any of the knowledge, know-how and expertise received
from BKC for any use other than for the operation of franchised BURGER KING Restaurants. Franchisee,
therefore, warrants that during the Term of this Agreement, he will utilize his best and continuing efforts to
promote and develop the business at the Franchised Restaurant and during the Term hereof and at all
times thereafter will not directly or indirectly engage in the operation of any restaurant, other than the
Franchised Restaurant and other BURGER KING Restaurants franchised from BKC, which utilizes or
duplicates the BURGER KING System, any trade secrets of BKC, the BURGER KING Marks or the present
or any former BURGER KING Current Image.

13. INSURANCE; INDEMNIFICATION

A. Insurance

Franchisee shall procure, or cause to be procured, prior to the opening of the

Franchised Restaurant, and maintain, or cause to be maintained, in full force and effect from and following
the Commencement Date and during the Term of this Agreement, at the Franchisee’s expense, an
insurance policy or policies protecting Franchisee and BKC (and any other entity that BKC reasonably
requests) and their respective officers, directors, partners, agents and employees, against any loss, liability
or expense.

B. Specific Coverage

(1) Such policy or policies shall be written by an insurance company approved

in writing by BKC in accordance with the standards and specifications set forth by BKC in the MOD Manual
or otherwise in writing, and shall include, at a minimum (except as additional coverages and higher policy
limits that may reasonably be specified for BKC franchisees from time to time by BKC in the MOD Manual
or otherwise in writing), the following:

(i) commercial general liability insurance with a primary and excess

limit of not less than Five Million Dollars ($5,000,000) per occurrence inclusive of bodily injury, death,
personal injury, property damage, non-owned automobile, blanket contractual and products and completed
operations liability, with the annual aggregate liability limit to be maintained on the commercial general
liability insurance (which can be achieved through a combination of primary and excess annual aggregate
liability limits) based on the number of BURGER KING Restaurants owned by Franchisee and its Affiliates
as follows: (1) for 1-10 Restaurants, an annual aggregate liability limit of not less than Five Million Dollars
($5,000,000) per year, (2) for 11-50 Restaurants, an annual aggregate liability limit of not less than Ten
Million Dollars ($10,000,000) per year, and (3) for more than 50 Restaurants, an annual aggregate liability
limit of not less than Twenty Million Dollars ($20,000,000) per year. Such insurance shall name BKC and
any other entity that BKC acting reasonably requests as additional insureds. The addition of BKC and any
other entity as additional insureds must be effectuated through an endorsement to Franchisee’s insurance

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
14
policy which shall be effectuated through the following language: “BKC, its parent company, its officers,
employees, directors, and Affiliates”, without any language limiting coverage. For purposes of this
Section 13(B)(1)(i) only, if the Operating Partner of Franchisee is the Operating Partner of another
BURGER KING franchisee, such franchisee shall be considered an Affiliate of Franchisee;

(ii) automobile liability insurance on all owned and/or leased vehicles,

with a combination of primary and excess limits of not less than One Million Dollars ($1,000,000.00);

(iii) “all risks” property insurance, (including business interruption

coverage with an indemnity period of at least 12 months), on the Premises and property of every description
and kind owned by Franchisee or for which Franchisee is legally liable, or which is installed by or on behalf
of Franchisee within the Premises including, without limitation, stock in trade, furniture, equipment,
partitions, trade fixtures and leasehold improvements, all in an amount not less than the full replacement
cost thereof. Such insurance shall name BKC and any other entity that BKC acting reasonably requests as
a loss payee as its interest may appear and shall include a waiver of subrogation in favor of BKC and any
other loss payee;

(iv) broad form Boiler and Machinery insurance covering all boilers,
pressure vessels and HVAC equipment within the Premises in an amount not less than the full replacement
cost thereof. Such insurance shall name BKC and any other entity that BKC acting reasonably requests as
a loss payee as its interest may appear and shall include a waiver of subrogation in favor of BKC and any
other loss payee; and

(v) such other insurance and in such amounts as reasonably may be

required by BKC for its own and Franchisee’s protection.

(2) Franchisee’s obligation to obtain and maintain the foregoing policy or

policies in the amounts specified shall not be limited in any way by reason of any insurance which may be
maintained by BKC, nor shall Franchisee’s performance of that obligation relieve it of liability under the
indemnity provisions set forth in this Agreement. All insurance maintained by Franchisee shall be primary
and shall not call into contribution any insurance maintained by Franchisor.

C. Evidence of Insurance

From and following the Commencement Date, at BKC’s reasonable request,

evidence of insurance in the form of a certificate or certificates of insurance showing compliance with the
foregoing requirements shall be furnished by Franchisee to BKC or its designee. The evidence of insurance
shall include a statement that the policy or policies will not be cancelled or materially altered without at least
thirty (30) days prior written notice to BKC. Original or authenticated copies of all insurance policies shall
be submitted promptly to BKC upon BKC’s request, together with proof of payment therefor. All insurance
maintained by the Franchisee shall be with insurers with a minimum A. M. Best A(X) rating or Standard &
Poor’s Rating of A.

D. Worker's Compensation

Franchisee agrees to secure and pay premiums on a Worker's Compensation

policy covering himself and all his employees, as required by law.

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
15
 E. Indemnity

(1) Franchisee is responsible for all losses or damages and contractual

liabilities to third persons arising out of or in connection with possession, ownership or operation of the
Franchised Restaurant, and for all claims or demands for damages to property or for injury, illness or death
of persons directly or indirectly resulting therefrom. Franchisee agrees to defend, indemnify and save BKC
and its subsidiaries, its Affiliates and parent companies harmless of, from and with respect to any such
claims, demands, losses, obligations, costs, expenses, liabilities, debts or damages, (including but not
limited to reasonable attorney's fees) unless resulting from the negligence of BKC. BKC's right to indemnity
under this Agreement shall arise and be valid notwithstanding that joint or concurrent liability may be
imposed on BKC by statute, ordinance, regulation or other law. The indemnification of BKC by Franchisee
shall not be limited by the amount of insurance required under Section 13.B. This indemnity obligation shall
include, but not be limited to, claims related to the employment of Franchisee's employees. This obligation
of Franchisee to indemnify and defend BKC is separate and distinct from its obligation to maintain insurance
under the provisions of Section 13.A.

(2) Franchisee agrees to defend, indemnify and save BKC and BKC's officers,
directors, agents, employees, attorneys, and accountants, subsidiaries, Affiliates and parent companies,
harmless of, from and with respect to any claims, demands, losses, obligations, costs, expenses, liabilities,
debts or damages any of them may incur (including, but not limited to, reasonable attorney's fees) arising
from or relating to the sale of securities of Franchisee, including but not limited to claims, demands, losses,
obligations, costs, expenses, liabilities, debts or damages arising from or related to any alleged violation of
any federal or state securities law in connection with a sale of securities of Franchisee. BKC shall notify
Franchisee of any claims, and Franchisee shall be given the opportunity to assume the defense of the
matter. If Franchisee fails to assume the defense, BKC may defend the action in the manner it deems
appropriate, and Franchisee shall pay to BKC all costs, including attorneys’ fees, incurred by BKC in
effecting such defense, in addition to any sum BKC may pay by reason of any settlement or judgment
against BKC. BKC's right to indemnity under this Agreement shall arise and be valid notwithstanding that
joint or concurrent liability may be imposed on BKC by statute, ordinance, regulation or other law. BKC and
the other indemnitees shall, in all instances, have the right to be represented by counsel of its/their own
choosing, at Franchisee's expense, and to participate in the defense of any such claim.

F. Defense of Claims

BKC shall notify Franchisee of any claims, and Franchisee shall be given the
opportunity to assume the defense of the matter; however, BKC shall have the right to participate in the
defense of any claim or action against it which is assumed by Franchisee, at BKC's own cost and expense.
If Franchisee fails to assume the defense of any claim covered by the indemnification provisions of
Section 13.E., BKC may defend the action in the manner it deems appropriate, and Franchisee shall pay
to BKC all costs, including attorneys' fees, incurred by BKC in effecting such defense, in addition to any
sum which BKC may pay by reason of any settlement or judgment against BKC. No settlement of any claim
against BKC shall be made by Franchisee which is in excess of the amount of insurance referred to in
Section 13.B or which would subject BKC to liability in any amount not covered by such insurance without
the prior written consent of BKC. If the indemnifiable claim involves multiple franchisees and BKC
reasonably determines that consolidation of all such claims would be in the best interests of BKC and the
affected franchisees, including Franchisee (in which case any liability of Franchisee hereunder would be
on a pro rata basis), BKC shall have the right to defend the claim, action or demand by appropriate
proceedings with sole power to direct and control such defense with respect to BKC, and Franchisee shall
pay to BKC a pro rata share of all costs, including reasonable attorneys’ fees, incurred by BKC in effecting
such defense and any subsequent legal appeal, in addition to any sums which BKC may pay by reason of
any settlement or judgment against BKC.

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
16
 14. TAXES

Franchisee shall pay when due all Taxes levied or assessed in connection with the
possession, ownership or operation of the Franchised Restaurant or in connection with amounts paid or
received under this Agreement, including without limitation any Indirect Tax (other than any Tax that is
measured by or related to the net income of BKC or to its corporate status in a state). If any such Tax shall
be paid by BKC, Franchisee shall promptly reimburse BKC the amount paid. In the event of any bona fide
dispute as to the liability for a Tax assessed against Franchisee, Franchisee may contest the validity or the
amount of the Tax in accordance with procedures of the Taxing Authority. Franchisee shall not permit a
tax sale or seizure against the Franchised Restaurant or equipment.

Notwithstanding the foregoing or anything else herein, the amount of all fees payable
pursuant to this Agreement by the Franchisee do not include Indirect Tax and, in the event Indirect Tax
applies on the fees payable pursuant to this Agreement, Franchisee will be responsible for such Indirect
Tax either (i) through payment of the Indirect Tax to BKC or (ii) if Franchisee is required by law to deduct
and pay the applicable Indirect Tax to the relevant Tax Authority, Franchisee will gross up the fees by the
applicable Indirect Tax and remit payment of the applicable Indirect Tax amount to the relevant Tax
Authority, without any deduction from fees payable under this Agreement. If there is an exemption in the
territory of the Franchised Restaurant for the application of Indirect Taxes to any payments made by
Franchisee to BKC or its designee, Franchisee will cooperate in good faith with BKC and take all reasonable
steps necessary to ensure that BKC or its designee will be eligible for such exemption, including by applying
for the exemption with the applicable Tax Authority.

15. ASSIGNMENT AND TRANSFER: CONDITIONS AND LIMITATIONS

A. This Agreement and the franchise grant are personal to Franchisee, and
Franchisee shall not sell, assign or transfer this Agreement or any right or ownership interest in the franchise
granted, nor permit any such assignment or transfer to occur directly, indirectly or contingently by
agreement or operation of law without the prior written consent of an authorized officer of BKC.

B. Franchisee shall not (1) assign or pledge this Agreement, or assign any of
Franchisee’s rights or delegate its duties hereunder; or (2) sell, assign, transfer, convey or give away
substantially all of the assets of the Franchised Restaurant. Notwithstanding any consent granted by BKC
pursuant to Section 15.A., Franchisee shall not pledge, mortgage, hypothecate, give as security for an
obligation or in any manner encumber this Agreement or the franchise granted herein except with the
express written consent of BKC given in connection with the execution of BKC's then-current third party
intercreditor agreement. Franchisee shall pay BKC a transfer fee in the amount set forth as the Intercreditor
Agreement Transfer Fee on the Key Contract Data page for the costs and expenses incurred by BKC in
connection with facilitating the execution of the intercreditor agreement (the “Intercreditor Agreement
Transfer Fee”). The Intercreditor Agreement Transfer Fee is in addition to any other transfer fees referenced
in this Agreement.

C. In the event of the death or incapacity of Franchisee or, if this Agreement has been
assigned to a corporation or a limited liability company, the death or incapacity of an owner of Voting
Common Stock or Voting Units, BKC shall consent to a transfer of decedent's or incapacitated party’s
interest to his heirs, surviving spouse, partner, or shareholder owning at least twenty-five percent (25%) of
the Voting Common Stock of a corporation or twenty-five percent (25%) of the Voting Units of a limited
liability company (collectively and individually an “Heir”), subject to the following conditions:

(1) The Heir must complete and be approved through BKC's standard
franchisee selection process, including satisfactorily demonstrating to BKC that the Heir meets the financial,
character, and managerial criteria, as well as equity ownership and such other criteria and conditions as
BKC shall then be applying in considering applications for new franchises.

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
17
 (2) The Heir shall have successfully completed BKC's training for new
franchisees.

(3) The Heir shall agree, in writing, to assume liability for and to perform all
the terms and conditions of this Agreement to the same extent as the original franchisee.

(4) If the Heir is not approved or there is no Heir, the estate of the deceased
shall use its best efforts to sell the Franchised Restaurant to an acceptable party within twenty-four (24)
months from the date of Franchisee's death or incapacity, and BKC shall have an option, but not the
obligation, to operate and/or manage the Franchised Restaurant for the account of Franchisee's estate until
the deceased or incapacitated Franchisee's interest is transferred to another party acceptable to BKC.
Should BKC elect to operate and/or manage the Franchised Restaurant, BKC shall make a complete
accounting and shall forward the net income from the operation to Franchisee's estate, less expenses and
a reasonable management fee. If the conveyance of the Franchised Restaurant to a party acceptable to
BKC has not taken place within the Twenty-Four (24)-month period, BKC shall have the option to purchase
the Franchised Restaurant at fair market value.

D. With the prior written consent of BKC, Franchisee may assign this Agreement to a
corporation (“Corporation”) or a limited liability company (“LLC”). BKC may impose reasonable conditions
on any assignment, including without limitation the conditions set forth below.

(1) If Franchisee requests that BKC approve an assignment of this Agreement

to a Corporation:

(a) The assignment to the Corporation will not relieve Franchisee of

personal liability to BKC for the performance of all obligations under this Franchise Agreement.

(b) For the purpose of determining compliance with this Agreement,

BKC shall have the right at any time to examine and approve the form and content of the articles or
certificate of incorporation and by-laws of the Corporation (the “Governing Instruments”).

(c) The Corporation shall issue Voting Common Stock and may issue
either Non-Voting Common Stock or Non-Voting Preferred Stock. The Corporation may not issue both
Non-Voting Common Stock and Non-Voting Preferred Stock. As used herein, the term “Non-Voting Stock”
refers to the Non-Voting Common Stock or the Non-Voting Preferred Stock and the term “Stock” refers
collectively to Voting Common Stock and Non-Voting Stock.

(d) Franchisee shall own one hundred percent (100%) of the

outstanding shares of Voting Common Stock. The Operating Partner must remain the owner of not less
than fifty percent (50%) of the outstanding shares of Voting Common Stock after any transfer or issuance
of shares of the Corporation.

(e) Shares of Non-Voting Stock may be issued to, owned and held
only by the spouse and/or children of the Franchisee (“Immediate Family Member”) and key employees of
Franchisee’s franchised BURGER KING Restaurant(s). Prior to the issuance of any and all Stock,
Franchisee shall take all steps reasonably necessary to comply with applicable state and federal laws and
regulations including any applicable disclosure requirements.

(f) A Corporation issuing Non-Voting Stock shall adopt and use the
provisions set forth in BKC's “Guidelines For The Preparation Of Corporate Governing Instruments” (the
“Corporation Guidelines”), receipt of a copy of which is hereby acknowledged by Franchisee.

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
18
 (g) Neither the governing instruments nor any other agreement shall
grant to owners of shares of Non-Voting Stock the ability to prevent the approval of an action otherwise
approved by the owners of all the shares of Voting Common Stock.

(h) Franchisee shall cause the Corporation to comply with the

provisions of this Agreement, including the Corporation Guidelines and the Governing Instruments. If the
Corporation fails or is unable to comply with these provisions, including but not limited to the provisions
limiting the voting rights of owners of shares of Stock, the provisions limiting the number of owners of Voting
Common Stock, the provisions limiting the payment of dividends and the provisions requiring redemption
or repurchase of shares of Stock, then the Franchisee shall take action to cause substantial compliance,
which action may include the purchase by Franchisee of shares of Non-Voting Stock and, if Franchisee
fails or is unable to cause substantial compliance, then BKC may declare Franchisee and the Corporation
in default under this Franchise Agreement and any other Franchise Agreement similarly affected by
Franchisee’s failure or inability.

(i) Immediate Family Members and key employees shall not be

required to become personally liable for the performance of the terms and conditions of the Franchise
Agreement as a result of their ownership of shares of Non-Voting Stock.

(j) Under the provisions set forth in the Corporation Guidelines, the
Governing Instruments shall require that the Corporation shall redeem Non-Voting Stock at such time as
the holder ceases to be a key employee or an Immediate Family Member.

(k) No shares of Stock may be pledged, mortgaged, hypothecated,

given as security for an obligation or in any manner encumbered.

(l) Any sale, transfer, assignment or issuance of shares of Voting

Common Stock shall be subject to BKC's approval. In the case of an acquisition of additional shares by
the Operating Partner, this requirement shall be satisfied by BKC being given written notice describing the
transaction within seven (7) days following the transfer or issuance. At no time shall the Corporation have
more than five (5) holders of shares of Voting Common Stock unless otherwise authorized in writing by the
Chief Executive Officer of BKC. Notwithstanding the foregoing, BKC may, in the exercise of its reasonable
discretion, permit more than five holders of shares of Voting Common Stock upon compliance with each of
the following conditions:

(i) The additional holder (“Additional Holder”) is an

Immediate Family Member of an individual, original franchisee (“Original Franchisee”). No more than one
Additional Holder shall be permitted per Original Franchisee.

(ii) The Additional Holder is approved as a BURGER KING

Franchisee in accordance with then current BKC standards for approving new franchisees.

(iii) The Additional Holder agrees, in writing, to assume

liability and to perform all the terms and conditions of the Franchise Agreement to the same extent as the
Original Franchisee.

In no event shall there be more than five (5) Additional Holders nor at any time shall the combined total of
Original Franchisees and Additional Holders exceed ten (10).

(m) The Corporation shall not engage in any business activity other
than that which is directly related to the ownership and operation of Franchisee’s franchised BURGER KING
Restaurant(s).

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
19
 (n) The Governing Instruments of the Corporation shall reflect the
limitation in the number of shareholders of Voting Common Stock and that the issuance and transfers of
shares of Voting Common Stock are restricted and may be issued or transferred only with the written
consent of BKC.

(o) All Stock certificates shall include the following legend:

THE OWNERSHIP AND TRANSFER OF THIS STOCK IS SUBJECT TO THE TERMS AND CONDITIONS
OF THE ARTICLES OF INCORPORATION, THE BY-LAWS OF THIS CORPORATION AND OF A
FRANCHISE AGREEMENT WITH BURGER KING CORPORATION. REFERENCE IS MADE TO SUCH
FRANCHISE AGREEMENT AND THE PROVISIONS OF THE ARTICLES OF INCORPORATION AND BY-
LAWS OF THIS CORPORATION, COPIES OF WHICH ARE ON FILE WITH THE RECORDS OF THE
CORPORATION.

(p) Franchisee shall comply with the requirements of Section 11.A(3)

of this Agreement in the adoption of any corporate name.

(2) If Franchisee requests that BKC approve an assignment of this Agreement

to an LLC:

(a) The assignment to the LLC will not relieve Franchisee of personal
liability to BKC for the performance of all obligations under this Franchise Agreement.

(b) For the purpose of determining compliance with this Agreement,

BKC shall have the right at any time to examine and approve the form and content of the articles of
organization and operating agreement or “regulations” of the LLC (the “Governing Instruments”).

(c) The LLC shall issue voting membership interests and may issue
non-voting membership interests, provided, however, that such issuance is in compliance with the limited
liability company enabling statute of the state in which the LLC is created. As used herein, the term “Voting
Units” refers to any “voting membership interests,” “Non-Voting Units” refers to any non-voting membership
interests, and the term “Units” refers collectively to Voting Units and Non-Voting Units. The LLC may also
grant certain members preferential rights with respect to distributions of the LLC, provided, however, that
such grant is in compliance with the applicable enabling statute and that such preferential rights be granted
to members who hold only Non-Voting Units.

(d) Franchisee shall own one hundred percent (100%) of the

outstanding Voting Units. The Operating Partner must remain the owner of not less than fifty percent (50%)
of the outstanding Voting Units after any transfer or issuance of Units of the LLC.

(e) Non-Voting Units may be issued to, owned and held only by the
spouse and/or children of the Franchisee (“Immediate Family Members”) and key employees of
Franchisee's franchised Burger King Restaurant(s) (“Key Employees”). Prior to the issuance of any and all
Units, Franchisee shall take all steps reasonably necessary to comply with applicable state and federal
laws and regulations including any applicable disclosure requirements.

(f) An LLC issuing Non-Voting Units shall adopt and use the
applicable provisions set forth in BKC's “Guidelines For The Preparation of Limited Liability Company
Governing Instruments” (the “Guidelines”), receipt of a copy of which is hereby acknowledged by
Franchisee.

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
20
 (g) Neither the Governing Instruments nor any other agreement shall
grant to owners of Non-Voting Units the ability to prevent the approval of an action otherwise approved by
the owners of all the Voting Units.

(h) Franchisee shall cause the LLC to comply with the provisions of
this Agreement, including the Guidelines and the Governing Instruments. If the LLC fails or is unable to
comply with these provisions, including but not limited to the provisions limiting the voting rights of owners
of Units, the provisions limiting the number of owners of Voting Units and the provisions requiring
redemption or repurchase of Units, then the Franchisee shall take action to cause substantial compliance,
which action may include the purchase by Franchisee of Non-Voting Units and, if Franchisee fails or is
unable to cause substantial compliance, then BKC may declare Franchisee and the LLC in default under
this Franchise Agreement and any other Franchise Agreement similarly affected by Franchisee's failure or
inability.

(i) Immediate Family Members and Key Employees shall not be

required to become personally liable for the performance of the terms and conditions of the Franchise
Agreement as a result of their ownership of Non-Voting Units.

(j) Under the provisions set forth in the Guidelines, the Governing
Instruments shall require that the LLC redeem Non-Voting Units at such time as the holder ceases to be a
Key Employee or an Immediate Family Member.

(k) No Units may be pledged, mortgaged, hypothecated, given as

security for an obligation or in any manner encumbered.

(l) Any sale, transfer, assignment or issuance of Voting Units shall

be subject to BKC's approval. In the case of an acquisition of additional Units by the Operating Partner,
this requirement shall be satisfied by BKC being given written notice describing the transaction within seven
(7) days following the transfer or issuance. At no time shall the LLC have more than five (5) holders of
Voting Units unless otherwise authorized in writing by the Chief Executive Officer of BKC. Notwithstanding
the foregoing, BKC may, in the exercise of its reasonable discretion, permit more than five holders of Voting
Units upon compliance with each of the following conditions:

(i) The additional holder (“Additional Holder”) is an

Immediate Family Member of an individual, original franchisee (“Original Franchisee”). No more than one
Additional Holder shall be permitted per Original Franchisee.

(ii) The Additional Holder is approved as a Burger King

Franchisee in accordance with then current BKC standards for approving new franchisees.

(iii) The Additional Holder agrees, in writing, to assume

liability and to perform all the terms and conditions of the Franchise Agreement to the same extent as the
Original Franchisee.

In no event shall there be more than five (5) Additional Holders nor at any time shall the combined total of
Original Franchisees and Additional Holders exceed ten (10).

(m) LLC shall not engage in any business activity other than that which
is directly related to the ownership and operation of Franchisee's franchised Burger King Restaurant(s).

(n) The Governing Instruments of the LLC shall reflect the limitation
in the number of holders of Voting Units and that the issuance and transfers of Voting Units are restricted
and may be issued or transferred only with the written consent of BKC.

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
21
 (o) Franchisee shall comply with the requirements of Paragraph
11.A(3) of this Agreement in the adoption of any name for the LLC.

(p) Franchisee shall deliver an opinion letter to BKC from the LLC’s
legal counsel, which legal counsel shall be reasonably acceptable to BKC, as to the LLC’s due organization,
good standing and authority to enter into the Franchise Agreement. .

(q) Franchisee shall pay to BKC an initial one-time Processing Fee in

the amount set forth as the Processing Fee on the Key Contract Data page (the “Processing Fee”) and a
Transfer Fee in the amount set forth as the Transfer Fee on the Key Contract Data page (the “Transfer
Fee”) at the time of the request for assignment.

(r) Franchisee shall have completed all deferred repair and

maintenance requirements at the Franchised Restaurant at the time of the request for assignment.

(s) There are no material defaults under this Agreement or any other
agreements between Franchisee and BKC at the time of the request for assignment.

(t) All monetary obligations to BKC of any kind, whether arising under
this Franchise Agreement or otherwise, shall be paid in full at the time of the request for assignment.

(u) Franchisee shall otherwise satisfy all of BKC's standard

requirements for Franchise Approval (other than financial approval) at the time of the request for
assignment.

E. If more than one (1) individual comprises the Franchisee, the assignment, in whole
or in part, by any such individual (the “Individual Seller”) of his ownership interest in the Franchised
Restaurant (or if this Agreement has been assigned to a Corporation or LLC pursuant to Section 15.D
herein, the assignment of his stock of the Corporation or Voting Units of the LLC) shall be subject to the
prior written consent of BKC, which consent will not be unreasonably withheld upon compliance with the
conditions required by BKC on the assignment. BKC shall use reasonable efforts to provide to Franchisee
consent to the assignment, or communicate notice of disapproval, within ninety (90) days (for transactions
involving less than ten (10) restaurants, the time frame shall be sixty (60) days) of receipt by BKC of
Franchisee's notice of assignment and the furnishing by Franchisee of all information reasonably requested
by BKC. Conditions on the assignment may include but are not limited to the following:

(1) For the purpose of determining compliance with this Agreement, BKC shall
have the right at any time to examine and approve the form and content of the Governing Instruments;

(2) That all of Franchisee’s accrued monetary obligations and all other
outstanding obligations to BKC and its Affiliates, whether arising under this Agreement or otherwise, have
been satisfied;

(3) That Franchisee is not in default of any provision of this Agreement, any
amendment hereof or successor hereto, or any other agreement between Franchisee and BKC or its
Affiliates;

(4) That the transferee (or, if applicable, such owners of the transferee as BKC
may request), in BKC’s sole judgment, satisfies all of BKC’s business standards and requirements; has the
aptitude and ability to operate the Franchised Restaurant; and has adequate financial resources and capital
to do so; and that transferee complete and be approved through BKC's standard franchisee application and

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
22
selection process including satisfactorily demonstrating to BKC that such transferee meets the financial,
character, managerial, ownership and such other criteria and conditions as BKC shall then be applying in
considering applications for new franchises, including such transferee (or, if applicable, the owners of the
transferee and its Restaurant Managers), at the transferee's expense, satisfactorily completing all BKC’s
orientation and training requirements.

(5) That the transferee, at BKC's election, consistent with then-current BKC
policy, (a) enters into a written assignment, in a form satisfactory to BKC, assuming and agreeing to
discharge all of Franchisee’s obligations under this Agreement, or (b) executes, for a term ending on the
Expiration Date of this Agreement, BKC's then-current BURGER KING Restaurant Franchise Agreement
applicable to such transferee and such other ancillary agreements as BKC may require for the Franchised
Restaurant; provided, however, that the royalty and advertising contribution rates shall be the same as
stated herein until such Expiration Date. If the transferee is required to execute a new franchise agreement,
such agreement shall supersede this Agreement in all respects;

(6) That the transferee (or, if applicable, such owners of the transferee as BKC
may request) meets all of the BKC requirements then applicable to ownership of franchises and executes
a guarantee of the performance of Franchisee’s obligations to BKC and BKC's Affiliates. For the purposes
of determining compliance, BKC shall have the right to examine and approve the form and content of all
governing documents;

(7) That the Franchisee and each transferor execute a general release, in a
form satisfactory to BKC, of any and all claims against BKC, its Affiliates, and their respective officers,
directors, agents, and employees, in their corporate and individual capacities;

(8) Approval by BKC of the terms of the contract of sale which impact the
sufficiency of cash flow from the business after payment of debt service to provide for, among other things,
any needed repairs to or remodeling of the Franchised Restaurant; and

(9) That the transferor pay the Transferor Transfer Fee set forth on the Key
Contract Data page in consideration of BKC’s expenses in reviewing the proposed transfer (the “Transferor
Transfer Fee”). In the event the transferee is not an existing approved BURGER KING franchisee,
Franchisee seller shall pay BKC a New Franchisee Training Fee in the amount set forth as the New
Franchisee Training Fee on the Key Contract Data page in connection with the transfer of the first restaurant
involved in the transaction (the “New Franchisee Training Fee”).

F. If BKC does not accept the offer under Section 16.A below, Franchisee, or an
Individual Seller may conclude the sale to the purchaser who made the offer provided BKC's consent to the
assignment be first obtained, which consent will not be unreasonably withheld upon compliance with the
conditions imposed by BKC on the assignment. Conditions may include, but are not limited to, the
conditions set forth in Section E above. BKC shall use reasonable efforts to provide to Franchisee consent
of the assignment, or communicate notice of disapproval, within ninety (90) days (for transactions involving
less than ten (10) restaurants the time frame shall be sixty (60) days) of receipt by BKC of Franchisee's
notice of assignment and the furnishing by Franchisee of all information reasonably requested by BKC.

G. In the event of a sale, transfer, or assignment, of any interest in this Agreement,

or the Franchised Restaurant, or a transfer of all or any part of an Individual Seller's interest in the
Franchised Restaurant (or all or part of the stock of a corporation or membership interests in an LLC),
Franchisee or Individual Seller (hereinafter collectively, “Transferor”) shall remain personally liable for all
Royalty, Advertising Contribution and other payments which come due during the periods of time hereinafter
described, in accordance with the following criteria:

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
23
 (1) If Transferor has transferred Transferor's interest pursuant to a contract of
sale which provides that installment payments of the purchase price are to be made to the Transferor or
the Transferor's designee, the liability of the Transferor will continue for the longer of (i) twelve (12) months
from the date of assignment, or (ii) such time as the payments are to be made, including any extensions,
provided, however, that after the first anniversary of such transfer, the liability of the Transferor shall be
limited to the total amount of the original installment payments to be made under the contract for sale or
other instrument evidencing the debt. If the holder of the note or other evidence of debt deems the
obligation satisfied, Transferor will simultaneously be released from liability to BKC under this Agreement
for Royalty and Advertising Contributions. Any contract for sale which provides for installment payments
shall provide that such payments are subordinate to the payment of Royalty and Advertising Contributions
called for in this Agreement and that the note or other evidence of the obligation shall not be assignable by
the holder or payee.

(2) If Transferor has transferred Transferor's interest pursuant to a contract

of sale which provides for cash payment in full, upon transfer, of the entire purchase price, the Transferor's
liability shall continue for a period of twelve (12) months from the date of the transfer, and shall be limited
to the amount of Royalty and Advertising Contributions which accrued during such period and are not paid
by Transferee. Upon payment of such amount, Transferor shall be automatically released from any
continuing liability under this Agreement for Royalty and Advertising Contributions.

H. Following a transfer of Transferor's interest, in the event BKC seeks to enforce

continuing liability pursuant to Section 15.G above, the immediately preceding transferor of an interest in
the franchise against whom liability is sought will be afforded an opportunity to cure the default and the right
to reassume the position of franchisee under the terms of this Agreement provided all of the following
conditions have been met:

(1) At the time of transfer, the Transferor must have been in good standing
with BKC in accordance with the operational expansion criteria then in effect for Franchise Approval;

(2) At the time of proposed re-entry, the Transferor must be in good standing
and be able to satisfy BKC's then current Franchise Approval Criteria and Expansion Approval Criteria and
deliver to BKC appropriate application forms and such other documents and agreements as BKC may
reasonably require evidencing the assumption by Transferor of the rights and obligations under the
remaining term of the Franchise Agreement.

(3) At the time of re-entry, BKC shall be paid, in full, all sums past due and
owing under this Franchise Agreement and any agreement related to the Franchised Restaurant, as well
as any past due sums related to products or supplies sold by BKC for use in the Franchised Restaurant,
including without limitation, any pre- and post-petition amounts due from any franchisee with regard to the
Franchised Restaurant which is the subject of a proceeding under the United States Bankruptcy Code or
any similar law affecting the rights of creditors generally.

(4) Transferor must take possession of and acquire control and dominion over
substantially all of the tangible real and personal property associated with the operation of the Franchised
Restaurant.

I. During the period of time in which Transferor remains liable pursuant to

Section 15.G above, BKC shall use reasonable efforts to send simultaneous copies of notices of default
under this Franchise Agreement to Transferor. Transferor shall use reasonable efforts to send
simultaneous copies of notices of default under any installment payment due to Transferor from Transferee.
Failure of either party to provide copies of the notices of default shall not be an event of default under the
terms of this Franchise Agreement. Transferor shall be afforded the same opportunity to cure as is set forth
in the Notice of Default.

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
24
 J. In addition, Franchisee agrees that, prior to acquiring any other BURGER KING
Restaurant franchise which may be offered to him for sale or which he may offer to purchase, such franchise
will first be offered to BKC on the same terms, conditions and price in accordance with Section 16.

K. The proposed transferor shall notify BKC in writing of any proposed transfer of an
interest referred to in this Section 15 before the proposed transfer is to take place, and shall provide such
information and documentation relating to the proposed transfer as BKC may reasonably require.

L. BKC's consent to a transfer shall not constitute a waiver of any claims it may have
against the transferring party, nor shall it be deemed a waiver of BKC's right to demand exact compliance
with any of the terms of this Agreement by the transferor or transferee.

16. RIGHT OF FIRST REFUSAL

A. In the event Franchisee wishes to accept a bona fide offer from a third party to
purchase the Franchised Restaurant or any portion thereof or interest therein, Franchisee shall give BKC
written notice setting forth the name and address of the prospective purchaser, the price and terms of the
offer together with a franchise application completed by the prospective purchaser, a copy of the Purchase
and Sale Agreement, executed by both Franchisee and purchaser, and all exhibits, copies of any real estate
purchase agreement or agreements, proposed security agreements and related promissory notes,
assignment documents, title insurance commitment and any other information that BKC may request in
order to evaluate the offer. BKC or its Affiliates shall then have the prior option to purchase the interests
covered by the offer at the price and upon the same terms of the offer. If the consideration is not money,
the purchase price shall be cash equal to the fair market value of the consideration. BKC shall have twenty
(20) business days, excluding weekends and Federal holidays, after receipt of the notice of offer and the
furnishing of all reasonably requested information within which to notify Franchisee of BKC’s or its Affiliate’s
intent to exercise its right hereunder. Silence on the part of BKC shall constitute rejection. If the proposed
sale includes assets of Franchisee not related to the Franchised Restaurant or the operation of other
franchised BURGER KING Restaurants, BKC or its Affiliate may, at its option, elect to purchase only the
assets related to the operation of franchised BURGER KING Restaurants and an equitable purchase price
shall be allocated to each asset included in the proposed sale. A bona fide offer from a third party includes
any transfer, sale, conveyance, assignment, consolidation, merger or any other transaction in which legal
or beneficial ownership of the Franchised Restaurant or the franchise granted by this Agreement is vested
in a party other than Franchisee. If this Agreement has been assigned to a Corporation or LLC in
accordance with Section 15 of this Agreement, then this right of first refusal shall also apply if Voting
Common Stock in the Corporation, or Voting Units in the LLC, is sold, assigned or transferred to individuals
or entities other than those approved by BKC as owners of the Voting Common Stock or Voting Units.

B. The election by BKC not to exercise its right of first refusal as to any offer shall not
affect its right of first refusal as to any subsequent offer.

C. Any sale, attempted sale, assignment or other transfer of the franchise grant other
than a transfer pursuant to Section 15.C or 15.D effected without first giving BKC the right of first refusal
described above shall be void and of no force and effect. If this Agreement has been assigned to a
Corporation or LLC in accordance with Section 15 of this Agreement, any sale, attempted sale, assignment
or other transfer of Voting Common Stock in the Corporation or Voting Units in the LLC to individuals or
entities other than those approved by BKC as owners of Voting Common Stock or Voting Units without first
giving BKC the right of first refusal described above shall be void and of no force and effect.

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
25
 17. OPTION TO OBTAIN SUCCESSOR FRANCHISE AGREEMENT

Franchisee shall have, exercisable on the Expiration Date of the Term of this Agreement,
an option to obtain a Successor BURGER KING Franchise Agreement (“Successor Franchise Agreement”)
for a term of twenty (20) years, provided that:

A. Franchisee has given BKC written notice (“Notice”) of its intention to exercise its
Option to Obtain a Successor Franchise Agreement during the fourth year prior to the expiration of the
Term of this Agreement.

B. Franchisee, at the time of the Notice and at the time of the expiration of the Term
of this Agreement, is not in default of and has substantially complied with the terms and conditions of this
Agreement and all other franchise agreements or other agreements with BKC that Franchisee, Operating
Partner may be a party to consistently and throughout its Term, including but not limited to the following:

(1) Franchisee has operated the Franchised Restaurant in accordance with

the terms and conditions of this Agreement, including, but not limited to, operating the Franchised
Restaurant in compliance with the operating standards and specifications established from time to time by
BKC as to quality of service, cleanliness, health and sanitation;

(2) Franchisee has satisfied, in a timely fashion, all financial obligations in

accordance with the terms and conditions of this Agreement;

(3) Franchisee has maintained, improved, altered, replaced and remodeled

the Franchised Restaurant, including, without limitation the Building, Premises, signs and equipment,
throughout the Term of this Agreement in accordance with the terms and conditions of this Agreement.

(4) Franchisee shall have completed, not more than three (3) years and not
less than three (3) months prior to the expiration of the Term of this Agreement, the Improvements,
alterations, remodeling or rebuilding of the interior and exterior of the Franchised Restaurant so as to reflect
the then Current Image of BURGER KING Restaurants, pursuant to such plans and specifications as BKC
reasonably approves.

(5) Execution by Franchisee of a general release of BKC in a form satisfactory

to BKC.

(6) Franchisee meets all then current financial ratios BKC uses to evaluate
new franchisees for financial approval.

C. Within one hundred and twenty (120) days after receipt of the Notice, BKC shall
advise Franchisee in writing if Franchisee is not eligible to obtain a Successor Franchise Agreement,
specifying the reasons for such ineligibility and identifying whether such deficiencies are capable of cure.
Between the date of the Notice and the Expiration Date of the Term of this Agreement, if any act,
circumstance or omission causes Franchisee to become ineligible to obtain a Successor Franchise
Agreement, then BKC shall advise Franchisee in writing thereof, specifying the deficiency and identifying a
cure period if applicable.

D. Franchisee has the right to remain in possession of the Premises for the term of
the Successor Franchise Agreement.

E. Franchisee shall execute the applicable form of the then-current Successor

Franchise Agreement, which may differ from this Agreement as to royalty, advertising contributions and

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
26
ownership requirements, as well as other terms and conditions. Franchisee shall, upon execution of the
Successor Franchise Agreement, pay to BKC the then current initial franchise fee.

18. DEFAULT AND EFFECT OF TERMINATION

A. Default

If an act of default hereunder is committed by Franchisee, and Franchisee fails to

cure the default after any required notice and within the cure period applicable, BKC may, at its option and
without prejudice to any other rights or remedies provided for hereunder or by law, terminate this Franchise
Agreement by written notice or otherwise. The applicable cure period shall be as described below but, if a
cure period is not specifically mentioned, it shall be thirty (30) days. In some cases, as identified below, no
cure period is allowed and no notice may be required. If any applicable law or rule requires a longer notice
period or a longer cure period than that provided herein, then the period required under the law or rule shall
be substituted for the requirements herein. The following are material acts of default and shall be good
cause for termination:

(1) Franchisee fails to operate the Franchised Restaurant in accordance with

the operating standards and specifications established from time to time by BKC as to service, cleanliness,
health and sanitation. Franchisee shall have five (5) days after notice to cure the default. In the event that
such default is deemed by BKC, in its reasonable discretion, to be of a nature so serious as to threaten the
immediate safety or health of customers or employees of Franchisee, then, in such case, Franchisee will,
after verbal notice from BKC to Franchisee, immediately cease operation of the Franchised Restaurant until
such time as the serious health or safety default is rectified to BKC’s satisfaction. Failure to close the
Franchised Restaurant under these circumstances shall be an act of default. If this act of default shall
occur, BKC shall have the right to immediately terminate this Agreement, such termination to be effective
immediately and with no opportunity to cure.

(2) Franchisee sells any product which does not conform to BKC's
specifications. Franchisee shall have five (5) days after notice to cure the default.

(3) Franchisee fails to sell products designated by BKC as required to be sold

in the Franchised Restaurant. Franchisee shall have five (5) days after notice to cure the default, provided,
however, if for reasons beyond the control of Franchisee, Franchisee is unable to obtain such products
within the cure period, the default cure period shall be extended for a reasonable period of time provided
Franchisee initiates and actively pursues substantial and continuing action within the cure period to cure
such default.

(4) Franchisee sells products not approved by BKC. Franchisee shall have
five (5) days after notice to cure the default.

(5) Franchisee uses equipment, uniforms or decor not approved by BKC.

(6) Franchisee fails to maintain the Franchised Restaurant in good condition

and repair, or fails to make all Improvements, alterations or remodelings as may be determined by BKC to
be reasonably necessary to reflect the Current Image as provided in Section 5.B of this Agreement, as and
when required.

(7) Franchisee fails to pay when due any Royalty or Advertising Contribution
required to be paid under this Agreement. Franchisee shall have ten (10) days after notice to cure the
delinquency.

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
27
 (8) Franchisee (i) fails to submit any information required by Section 10 of this
Agreement (“Accounting Procedures”) or (ii) submits a financial statement or other sales report which
understates Gross Sales. If Franchisee submits a financial statement or other sales report which
understates Gross Sales in an amount which exceeds two percent (2%) for any period or periods, BKC
shall have the right to terminate this Agreement, such termination to be effective upon notice to Franchisee
and with no opportunity to cure.

(9) Franchisee abandons the franchise relationship without the prior consent
of BKC at any time during the Term of this Agreement. Franchisee shall have five (5) days after notice to
cure the default. The cessation of operation of the Franchised Restaurant on the Premises other than with
the consent of BKC, whether the Premises remain vacant or are converted to another use, shall be
considered abandonment of the franchise relationship; provided, however, that the Franchised Restaurant
shall not be deemed abandoned if the cessation is due to circumstances beyond Franchisee's reasonable
control (such as lack of electrical power, weather conditions, earthquakes, strikes and the like) and
Franchisee diligently undertakes to resume operations after the reason for such cessation has been abated.

(10) Franchisee ceases to occupy the Premises. Franchisee shall have five (5)
days after notice to cure the default. If the loss of possession is the result of governmental exercise of
eminent domain, Franchisee may, with BKC's consent and subject to availability, relocate to other premises
in the same market area for the balance of the Term of this Agreement.

(11) Franchisee or, if Franchisee consists of more than one person, the
Operating Partner, (or, if the franchise has been assigned to a Corporation or LLC, the Corporation or LLC)
files a petition or application seeking any type of relief under the Bankruptcy Code or any state insolvency
or similar law, or someone files a petition or application seeking to have Franchisee adjudicated a bankrupt,
or seeking other relief against Franchisee under the Bankruptcy Code or any state insolvency or similar law
and the petitioner application is not dismissed within ninety (90) days after it is filed. Subject to the
applicable law, this Agreement shall terminate without notice or cure period upon the occurrence of this
act of default as if that date were the Expiration Date and Franchisee expressly and knowingly waives any
rights that he may have under the provisions of the Bankruptcy Code and consents to the termination of
this Agreement or any other relief which may be sought in a Complaint filed by BKC to lift the provisions of
the automatic stay of the Bankruptcy Code. Additionally, Franchisee agrees not to seek an Injunctive Order
from any court in any jurisdiction relating to insolvency, reorganization or arrangement proceedings which
would have the effect of staying or enjoining this provision.

(12) Franchisee admits in writing his inability to pay his debts as they mature
or makes an assignment for the benefit of creditors, or a receiver (permanent or temporary) for any part of
his property is appointed by a court of competent authority. If this act of default shall occur, BKC shall have
the right to immediately terminate this Agreement without notice or cure period.

(13) A final judgment against Franchisee (including a final judgment in favor of

BKC or any Affiliate of BKC) remains unsatisfied of record for thirty (30) days (unless a supersedeas or
other appeal bond has been filed), or if a levy of execution is made upon the franchise granted by this
Agreement or upon any property used in the Franchised Restaurant, and said levy is not discharged within
five (5) days of said levying.

(14) Conviction of Franchisee, the Operating Partner, or, if this Agreement has
been assigned to a Corporation or LLC, conviction of the Corporation or LLC, or an officer, director,
shareholder, or member of the Corporation or LLC, in a court of competent jurisdiction of (i) an indictable
offense punishable by a term of imprisonment in excess of one (1) year, (ii) any offense, regardless of how
punishable, for which a material element is fraud, dishonesty or moral turpitude, or (iii) any other crime or
offense arising from or related to the operation of the Franchised Restaurant, other franchised BURGER
KING Restaurants, the BURGER KING Restaurant business of the Franchisee or any other business of the
Franchisee or the Operating Partner that BKC believes is reasonably likely to have an adverse effect on

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
28
the BURGER KING System, the BURGER KING Marks, or the good will associated therewith in the
geographical area where the Franchised Restaurant is located. If this act of default shall occur, BKC shall
have the right to terminate this Agreement, such termination to be effective upon notice to Franchisee and
with no opportunity to cure.

(15) Franchisee uses or duplicates the BURGER KING System or engages in

unfair competition in violation of Section 12 of this Agreement or discloses any trade secrets of BKC in
violation of Section 11.A(1) of this Agreement. If this act of default shall occur, BKC shall have the right to
terminate this Agreement, such termination to be effective upon notice to Franchisee but with no opportunity
to cure.

(16) Franchisee denies BKC the right to inspect the Franchised Restaurant or
to audit the sales and accounting records of the Franchised Restaurant.

(17) Conduct by Franchisee or the Operating Partner which is deleterious to or

reflects unfavorably on Franchisee or the BURGER KING System by exhibiting a reckless disregard for the
physical and mental wellbeing of employees, customers, BKC representatives or the public at large
including, but not limited to, battery, assault, sexual harassment or other forms of threatening, outrageous,
willfully discriminatory or unacceptable behavior. An act of default under this Section 18.A.(17) does not
require any criminal action to be brought against Franchisee or the Operating Partner. If this act of default
shall occur, BKC shall have the right to terminate this Agreement, such termination to be effective upon
notice to Franchisee and with no opportunity to cure.

(18) Failure by Franchisee to make prompt payment of undisputed bills,

invoices or statements from suppliers of goods or services to the Franchised Restaurant and lenders,
landlords or other vendors of the Franchisee. Franchisee shall have sixty (60) days after notice to cure the
default.

(19) Any sale, assignment, merger or transfer of any interest of Franchisee in

this Agreement in violation of Sections 3, 15 or 16 of this Agreement, and, if this Agreement has been
assigned to a Corporation or a LLC, the creation, sale, assignment, or transfer of the stock of the
Corporation, or membership interests in the LLC in violation of Sections 3, 15 or 16 of this Agreement. The
failure of an Heir to be approved by BKC under Section 15.C. of this Agreement, or to transfer the
Franchised Restaurant to an approved Franchisee, within twenty-four (24) months of the Franchisee’s
death or incapacity shall be in violation of Section 15 of this Agreement for purposes of this
Section 18.A.(19). If this act of default shall occur, BKC shall have the right to terminate this Agreement
effective upon notice to Franchisee without opportunity to cure.

(20) Franchisee, without the written consent of BKC, enters into a management
agreement or consulting arrangement relating to the Franchised Restaurant.

(21) Failure to restore the Franchised Restaurant after damage or destruction

as provided in Section 7 of this Agreement.

(22) The submission by Franchisee of any application and/or management

commitment form and/or other form or report which contains any false or misleading material statement or
omits any material fact. If this act of default occurs, BKC shall have the right to terminate this Agreement,
such termination to be effective upon notice to Franchisee but with no opportunity to cure.

(23) Repeated breaches of provisions of this Agreement. If BKC intends to

terminate this Agreement under this Section 18.A.(23), BKC shall provide notice to Franchisee that BKC
considers that Franchisee has repeatedly breached this Agreement, and that BKC intends to terminate this
Agreement if Franchisee breaches the Agreement at any time after said notice. If Franchisee after receiving

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
29
such notice, subsequently breaches this Agreement in any manner, BKC shall have the right to terminate
this Agreement upon notice with no further opportunity to cure.

(24) The acquisition of an interest in a restaurant business in violation of

Section 19 of this Agreement.

(25) Failure by Franchisee to conduct the business of the Franchised

Restaurant in compliance with all laws and regulations as required under Section 21.C.(3) of this
Agreement.

(26) Failure by Franchisee to comply with any other provisions of this

Agreement or, the lease for the Premises or any other agreement relating to the Franchised Restaurant.
Franchisee shall have sixty (60) days after notice to cure the default.

(27) The insurance required herein is cancelled or is threatened to be

cancelled. Franchisee shall have five (5) days after notice to cure the default.

The failure of BKC to terminate this Agreement upon the occurrence of one or
more acts of default will not constitute a waiver or otherwise affect the right of BKC to terminate this
Agreement because of a continuing or subsequent failure to cure one or more of the aforesaid acts of
default or any other default.

B. Effect of Termination

(1) Upon termination or expiration of this Agreement, Franchisee's right to use

the BURGER KING Marks and the BURGER KING System shall terminate. Franchisee shall not thereafter
identify himself as a BURGER KING franchisee or publicly identify himself as a former BURGER KING
franchisee or use any of BKC's trade secrets, promotional materials, the BURGER KING Marks or any mark
confusingly similar, nor shall Franchisee disclose any of BKC's trade secrets. Upon termination or
expiration of this Agreement, Franchisee will immediately return to BKC the MOD Manual loaned to him,
together with all other material containing trade secrets.

(2) Franchisee grants to BKC, upon termination or expiration of this

Agreement, the option to purchase all usable paper goods, containers and printed menus bearing the
BURGER KING Marks at Franchisee's cost, and to purchase the restaurant equipment, furniture, fixtures
and signs at fair market value.

(3) If the parties do not enter into a Successor Franchise Agreement,

Franchisee agrees to immediately upon termination or expiration of this Agreement, make such removals
or changes in signs and the Building as BKC shall request, so as to effectively distinguish the Building and
Premises from its former appearance and from any other BURGER KING Restaurant. In the event
Franchisee fails to make the changes, Franchisee consents to BKC entering the Building and Premises to
make non-structural changes at Franchisee's expense.

(4) In the event of termination for any default of Franchisee, any damage
suffered by BKC shall be a lien in favor of BKC against the personal property, machinery, fixtures and
equipment owned by Franchisee on the Premises at the time of default.

(5) The foregoing shall be in addition to any other rights or remedies of BKC
that exist under statute, regulation or common law.

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
30
 19. RESTRICTIVE COVENANT

Franchisee covenants and agrees that during the Term of this Agreement he will not own,
operate or have any interest in any hamburger business except other franchised BURGER KING
Restaurants. Franchisee further covenants and agrees that for a period of one (1) year after any sale,
assignment, transfer, termination or expiration of this Agreement, Franchisee will not own, operate or have
any interest in any hamburger business, except other franchised BURGER KING Restaurants, either at or
within two (2) miles of the Premises. The restrictive covenant shall remain an individual obligation of each
individual Franchisee under this Agreement, and shall not be effected in any way by the transfer or
assignment of this Agreement to a Corporation or LLC in accordance with Sections 15.D of this Agreement.
20. RESOLUTION OF DEVELOPMENT DISPUTES

A. Non-Binding Mediation

BKC and Franchisee agree that they shall attempt to resolve any dispute
(“Development Dispute”) that arises out of a decision by BKC to develop or authorize development of a new
restaurant (“Development Decision”), by negotiation between Franchisee and representatives of BKC who
have authority to settle the Development Dispute. The BKC representative shall be at a higher level of
management than the person with direct responsibility for the initial Development Decision. If the matter
has not been resolved within Thirty (30) days of referral of the Development Dispute to the BKC
representative for negotiation, BKC and Franchisee shall attempt to settle the Development Dispute by non-
binding mediation. The mediation procedure to be followed by the parties shall be set forth in BKC's then
current Procedures for Resolving Development Disputes (the “Procedures”).

B. Binding Dispute Resolution

The Procedures shall also set forth a binding dispute resolution process which may
be initiated pursuant to the Procedures at the sole election of Franchisee in the event the dispute is not
resolved through the mediation process. Subject to modifications made pursuant to Section 20.C. below,
the Procedures shall remain valid and enforceable by Franchisee and BKC for the Term of this Agreement.

C. Modification of Procedures

The terms and conditions of the Procedures shall not be materially modified by
BKC without the express written approval of the Franchisee Advisory Council.

D. Institution of Legal Proceedings

Franchisee shall not institute any legal or administrative proceeding for claims
arising out of a Development Decision without first attempting to resolve the Development Dispute through
negotiation and non-binding mediation. If the Development Dispute has not been resolved through
negotiation or mediation pursuant to Sections 20.A and Franchisee has not timely elected the optional
binding dispute resolution pursuant to 20.B above, either party may initiate litigation.

21. MISCELLANEOUS: GENERAL CONDITIONS

A. Interpretation

The Introduction and the addenda and amendments checked on the page entitled
“List of Attachments” at the beginning of this document shall be considered a part of this Agreement.
Section captions are used only for convenience and are in no way to be construed as part of this Agreement
or as a limitation of the scope of the particular Sections to which they refer. Words of any gender used in

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
31
this Agreement shall include any other gender, and words in the singular shall include the plural, where the
context requires.

B. Non-Waiver

The failure of BKC to exercise any right or option given to it under this Agreement,
or to insist upon strict compliance by Franchisee with the terms and conditions of this Agreement shall not
constitute a waiver of any terms or conditions of this Agreement with respect to any other or subsequent
breach, nor a waiver by BKC of its right at any time thereafter to require exact and strict compliance with
the terms and conditions of this Agreement. The rights or remedies set forth in this Agreement are in
addition to any other rights or remedies which may be granted by law.

C. Governing Law, Forum and Compliance

(1) This Agreement shall become valid when executed and accepted
by BKC. The parties agree that it shall be deemed made and entered into in the State of Florida and shall
be governed and construed under and in accordance with the laws of the State of Florida.

(2) Franchisee and BKC acknowledge and agree that the U.S. District
Court for the Southern District of Florida, or if such court lacks jurisdiction, the 11th Judicial Circuit (or its
successor) in and for Miami-Dade County, Florida, shall be the venue and exclusive proper forum in which
to adjudicate any case or controversy arising, either directly or indirectly, under or in connection with this
Franchise Agreement except to the extent otherwise provided in this Agreement and the parties further
agree that, in the event of litigation arising out of or in connection with this Agreement in these courts, they
will not contest or challenge the jurisdiction or venue of these courts.

(3) Anything in this Agreement to the contrary notwithstanding,

Franchisee shall conduct his business in a lawful manner and faithfully comply with applicable laws or
regulations of the United States and the state, city or other political subdivision in which the Franchised
Restaurant is located.

D. Severability

BKC and Franchisee agree that if any provision of this Agreement may be
construed in two ways, one of which would render the provision illegal or otherwise voidable or
unenforceable and the other of which would render the provision valid and enforceable, such provision shall
have the meaning which renders it valid and enforceable. The language of all provisions of this Agreement
shall be construed according to its fair meaning and not strictly against BKC or Franchisee. It is the desire
and intent of BKC and Franchisee that the provisions of this Agreement be enforced to the fullest extent,
and should any provision be invalid or unenforceable under Florida law, but valid under the laws of the state
where the Franchised Restaurant is located, the provision shall be governed by the law of that state. In the
event any court shall determine that any provision in this Agreement is not enforceable as written, BKC and
Franchisee agree that the provision shall be amended so that it is enforceable to the fullest extent
permissible under the laws of the jurisdiction in which enforcement is sought. The provisions of this
Agreement are severable and this Agreement shall be interpreted and enforced as if all completely invalid
or unenforceable provisions were not contained in the Agreement, and partially valid and enforceable
provisions shall be enforced to the extent that they are valid and enforceable.

E. Notices

(1) All notices to BKC shall be in writing and shall be delivered or sent by
registered or certified mail, postage fully prepaid, addressed to it at its offices at P.O. Box 020783, General

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
32
Mail Facility, Miami, Florida 33102-0783, Attention: General Counsel, or at such other address as BKC shall
from time to time designate in writing.

(2) All notices to Franchisee shall be in writing and shall be hand delivered or
sent by registered or certified mail or telegraph, addressed to Franchisee at the Franchised Restaurant or
Franchisee’s last designated in writing mailing address.

(3) Notices shall be deemed delivered on the earlier of actual receipt or the
third (3rd) day after being deposited in the U.S. Mail.

F. Liability of Multiple Franchisees

If Franchisee consists of more than one person, each partner's liability and
obligation under this Agreement shall be joint and several.

G. Modification

This Agreement may only be modified or amended by a written document executed

by BKC and Franchisee.

H. Binding Effect

This Agreement shall be binding upon the parties, their heirs, executors, personal
representatives, successors or assigns.

I. Survival

Any provisions of this Agreement, including but not limited to the insurance and
indemnification provisions of Section 13, which impose an obligation after termination or expiration of this
Agreement shall survive the termination or expiration of this Agreement and be binding on the parties.

J. Attorney's Fees

In any litigation to enforce the terms of this Agreement, all costs and all attorney's
fees (including those incurred on appeal) incurred as a result of the legal action shall be paid to the
prevailing party by the other party.

K. Entire Agreement

This Agreement, including the Key Contract Data page to this Agreement, together
with the Target Reservation Agreement, Franchise Application, Capitalization Plan and Contribution
Agreement, if applicable, submitted by Franchisee to BKC upon which BKC is relying in granting this
franchise, constitute the entire agreement of the parties and supersedes all prior agreements, negotiations,
commitments, representations and undertakings of the parties with respect to the subject matter of this
Agreement. Nothing in this Section, however, is intended to disclaim any representations BKC made in the
Franchise Disclosure Document that it furnished to Franchisee.

L. Assignment

BKC shall have the right to transfer or assign all or any part of its rights or
obligations under this Agreement to any person or legal entity. With respect to any assignment which results
in the subsequent performance by the assignee of all of BKC’s obligations under this Agreement, the

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
33
assignee shall expressly assume and agree to perform such obligations, and shall become solely
responsible for all obligations of BKC under this Agreement from the date of assignment.

22. DEFINITIONS

In this Agreement, the following terms, phrases and expressions shall have the
following meanings:

“Accounting Procedures” has the meaning set forth in Section 18.A.(8).

“Activities” has the meaning set forth in Section 4.

“Additional Digital System(s)” has the meaning set forth in Section 5.D.(4).

“Additional Holder” has the meaning set forth in Section 15.D.(1)(l)(i).

“Additional Ordering System(s)” has the meaning set forth in Section 5.D.(3).

“Advertising Contribution” has the meaning set forth in Section 9.B.(i).

“Affiliate” means any Person which directly or indirectly Controls, is Controlled by, or is under common
Control with another Person.

“Agreement” has the meaning set forth in the Preamble.

“BKC” has the meaning set forth in the Preamble.

“Building” has the meaning set forth in Section 1.

“BURGER KING Marks” has the meaning set forth in the Introduction.

“BURGER KING Restaurants” has the meaning set forth in the Introduction.

“BURGER KING System” has the meaning set forth in the Introduction.

“Commencement Date” means the date that the Franchised Restaurant opens for business as set forth on
the Key Contract Data page.

“Continuing Operations Training” has the meaning set forth in Section 8.

“Control” or “Controlled” means the direct or indirect ownership, whether by ownership of securities,
contract, proxy or otherwise, of shareholding or contractual rights of a Person that assures (i) the majority
of the votes in the resolutions of such Person, or (ii) the power to appoint the majority of the managers or
directors of such Person, or (iii) the power to direct or cause the direction of the management or policies of
such Person, and the related terms “Controlled by” “Controlling” or “under common Control with” shall be
read accordingly.

“Corporation” has the meaning set forth in Section 15.D.

“Corporation Guidelines” has the meaning set forth in Section 15.D(1)(f).

“Current Image” has the meaning set forth in Section 5.B.(2).

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
34
“Development Decision” has the meaning set forth in Section 20.A.

“Development Dispute” has the meaning set forth in Section 20.A.

“DMA’s” has the meaning set forth in Section 9.B.(viii).

“Expiration Date” has the meaning set forth on the Key Contract Data page.

“Food Safety Incident” has the meaning set forth in Section 5.F.

“Franchised Restaurant” has the meaning set forth in Section 1.

“Franchisee” has the meaning set forth in the Preamble.

“Franchisee Advisory Council” has the meaning set forth in Section 4.

“Franchisee Association” has the meaning set forth in Section 4.

“Governing Instruments” has the meaning set forth in Section 15.D.(1)(b).

“Gross Sales” has the meaning set forth in Section 9.C.

“Guidelines” has the meaning set forth in Section 15.D.(2)(f).

“Heir” has the meaning set forth in Section 15.C.

“Immediate Family Member” has the meaning set forth in Section 15.D.(1)(e).

“Improvements” has the meaning set forth in Section 1.

“Indirect Tax" or “Indirect Taxes” means sales and use tax, goods and services tax, value added tax, ad
valorem tax, excise tax, duty, levy or other governmental charges, and other obligations of the same or of
a similar nature to any of the foregoing (together with any penalties, interest, or other similar amounts
thereon) levied by a Tax Authority.

“Individual Seller” has the meaning set forth in Section 15.E.

“Initial Franchise Fee” has the meaning set forth in Section 2.

“Initial Training” has the meaning set forth in Section 8.

“Intercreditor Agreement Transfer Fee” has the meaning set forth in Section 15.B.

“ISP” has the meaning set forth in Section 9.B.(viii).

“Key Employees” has the meaning set forth in Section 15.D.(2)(e).

“LLC” has the meaning set forth in Section 15.D.

“Media” has the meaning set forth in Section 9.B.(i).

“Media Mix” has the meaning set forth in Section 9.B.(ii).

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
35
“Media Spending Goal” has the meaning set forth in Section 9.B.(ii).

“MOD Manual” has the meaning set forth in the Introduction.

“New Franchisee Training Fee” has the meaning set forth in Section 15.E.(6).

“Non-Voting Stock” has the meaning set forth in Section 15.D.(1)(c).

“Non-Voting Units” has the meaning set forth in Section 15.D.(2)(c).

“Notice” has the meaning set forth in Section 17.A.

“Original Franchisee” has the meaning set forth in Section 15.D(1)(l)(i).

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association,
company, partnership, Authority, statutory organization or other entity.

“PMIX” has the meaning set forth in Section 5.D.(2).

“Polling” has the meaning set forth in Section 5.D.(2).

“POS System” has the meaning set forth in Section 5.D.(2).

“Premises” has the meaning set forth in Section 1.

“Procedures” has the meaning set forth in Section 20.A.

“Processing Fee” has the meaning set forth in Section 15.D.(2)(q).

“Royalty” has the meaning set forth in Section 9.A.

“Stock” has the meaning set forth in Section 15.D.(1)(c).

“Successor Franchise Agreement” has the meaning set forth in Section 17.

“Tax" or "Taxes" means all taxes, however denominated, including any interest, penalties, or other additions
that may become payable in respect thereof, imposed by any Taxing Authority.

"Tax Authority" means any governmental authority having or purporting to have power to impose, administer
or collect any Tax.

“Term” has the meaning set forth in Section 1.

“Training Programs” has the meaning set forth in Section 8.

“Transfer Fee” has the meaning set forth in Section 15.D.(2)(q).

“Transferor” has the meaning set forth in Section 15.G.

“Transferor Transfer Fee” has the meaning set forth in Section 15.E.(9).

“Units” has the meaning set forth in Section 15.D.(2)(c).

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
36
“Voting Units” has the meaning set forth in Section 15.D.(2)(c).

By entering into this Agreement, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Agreement may be executed by electronic signatures. The parties to this
Agreement agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Agreement shall constitute an original for all purposes.

This Agreement is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
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37
 EXHIBIT A

LEGAL DESCRIPTION

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
38
 EXHIBIT B

BURGER KING CORPORATION GUIDELINES FOR PREPARATION

OF CORPORATE GOVERNING INSTRUMENTS

The BURGER KING Restaurant Franchise Agreement (the “Agreement”) provides, at Section 15.D
that the Franchisee may, with the prior written consent of Burger King Corporation (“BKC”) assign the
Agreement to a corporation (the “Corporation”) so long as certain reasonable BKC conditions, including but
not limited to those set forth in the Agreement are met. The Agreement also provides, at Section 15.D(6)
that if the Corporation wishes to issue either Non-Voting Common Stock or Non-Voting Preferred Stock (it
may not issue both), articles or certificate of incorporation and the by-laws of the Corporation (herein the
“governing instruments”) must contain at least the provisions set forth in these Guidelines For Preparation
Of Corporate Governing Instruments.

Before setting forth the required provisions, a note of CAUTION is in order. The issuance
of stock to family members and key employees may involve and invoke security registration and
sales laws, “blue sky” disclosure laws, wage and hour laws and numerous other federal, state and
local laws and regulations. A Franchisee should not, under any circumstances, issue, sell or give
away Voting or Non-Voting Stock of any sort without first discussing the matter in depth with an
attorney and following his or her instructions carefully.

The required provisions have been divided into those which relate to Non-Voting Common Stock
and those which relate to Non-Voting Preferred Stock. Under Section 15.D(3) of the Agreement, the
Corporation may not issue both Non-Voting Common Stock and Non-Voting Preferred Stock.

It should also be noted that Section 11.A.(3) of the Agreement requires that in the adoption of a
corporate or partnership name, the Franchisee may not use any of the BURGER KING Marks, or any
variation, abbreviation, or words confusingly similar to the BURGER KING Marks.

Provisions Regarding Non-Voting Common Stock

A. The aggregate number of authorized shares of stock of the Corporation shall be

(corporation will insert number) of which (a) (insert number) shall be designated shares of Voting Common
Stock of the par value of (insert number) per share (the “Voting Common Stock”), and (b) (insert number)
shall be designated shares of Non-Voting Common Stock of the par value of (insert number) per share.

B. So long as the Corporation is the assignee of any BURGER KING Franchise, the relative
rights, preferences and limitations of the Voting Common Stock and the Non-Voting Common Stock are as
follows:

1. Voting Common Stock

(a) Voting Common Stock shall only be issued to and held by those natural persons who are
approved as franchisees by Burger King Corporation. No more than five natural persons may hold shares
of Voting Common Stock. Notwithstanding the foregoing, BKC may, in the exercise of its reasonable
discretion, permit more than five holders of shares of Voting Common Stock upon compliance with each of
the following conditions:

(i) The additional holder (“Additional Holder”) is an Immediate Family

Member of an individual, original franchisee (“Original Franchisee”). No more than one Additional Holder
shall be permitted per Original Franchisee.

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
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39
 (ii) The Additional Holder is approved as a BURGER KING Franchisee in
accordance with then current BKC standards for approving new franchisees.

(iii) The Additional Holder agrees, in writing, to assume liability and to perform
all the terms and conditions of the Franchise Agreement to the same extent as the Original Franchisee.

In no event shall there be more than five (5) Additional Holders nor at any time shall the combined total of
Original Franchisees and Additional Holders exceed ten (10). If a holder of shares of Voting Common Stock
is not a natural person approved as a franchisee by Burger King Corporation, the shares of Voting Common
Stock shall be deemed to be shares of Non-Voting Stock until they are repurchased pursuant to Section 3.

(b) The holders of shares of Voting Common Stock shall be entitled to receive, out of the funds
of the Corporation legally available for such purpose, dividends as and when declared by the Board of
Directors.

(c) In the event of any liquidation, dissolution or distribution of the assets of the Corporation
the holders of shares of the Voting Common Stock together with holders of the Non-Voting Common Stock
(whose rights are limited as set forth in Section 2(d)) shall be entitled to share ratably in the distribution of
all remaining assets of the Corporation available for distribution.

2. Non-Voting Common Stock

(a) Non-Voting Common Stock shall only be issued to and held by either (1) a member of the
immediate family (which consists of the spouse and children) of the holder of shares of Voting Common
Stock, or (2) a “key employee” of the Corporation.

(b) The aggregate number of outstanding shares of Non-Voting Common Stock shall
not exceed 25% of the sum of (a) the aggregate number of outstanding shares of Voting Common Stock
and (b) the aggregate number of outstanding shares of Non-Voting Common Stock.

(c) Except as specifically required by applicable law, holders of Non-Voting Common Stock
shall not have the right to vote. If the holders of shares of Non-Voting Common Stock have the right to vote
on an action under applicable law, they shall vote as a single class with the holders of shares of Voting
Common Stock.

(d) In the event of any liquidation, dissolution or distribution of the assets of the Corporation
the holders of shares of Non-Voting Common Stock together with the holders of the shares of Voting
Common Stock shall be entitled to share ratably in the distribution of all remaining assets of the Corporation
available for distribution, except that no holder of shares of Non-Voting Common Stock may receive, in its
capacity as a holder of shares of Non-Voting Common Stock, any interest in the BURGER KING Franchise
other than an interest in the proceeds of any disposition thereof.

(e) Except as set forth in Section 2(c) and 2(d), the holders of shares of Non-Voting Common
Stock shall have all the rights and privileges of holders of shares of Voting Common Stock.

3. Repurchase

To the extent permitted by law, the Corporation shall repurchase shares of Non-Voting Common
Stock at such time as the holder thereof ceases to be a key employee of the Corporation or a member of
the immediate family of a holder of Voting Common Stock and shall repurchase shares of Voting Common
Stock at such time as the holder thereof ceases to be a person meeting the requirements hereunder of a
holder of shares of Voting Common Stock, for an amount per share (corporation will insert an applicable
pricing mechanism) provided, however, that such amount per share shall not exceed: (i) the aggregate of

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
40
net income and net losses reported to the Internal Revenue Service less taxes paid or payable, dividends
previously paid, declared or accrued and prior redemptions and repurchases of shares of capital stock of
the Corporation, divided by (ii) the total number of shares of Voting Common Stock and Non-Voting
Common Stock outstanding immediately prior to such proposed repurchase.

Provisions Regarding Non-Voting Preferred Stock

A. The aggregate number of shares of all classes of stock which the Corporation shall have
authority to issue is (corporation will insert number), to be divided into two classes consisting of (insert
number) shares of a class designated “Preferred Stock”, of the par value of (insert number) per share, and
(insert number) shares of a class designated “Common Stock”, of the par value of (insert number) per
share.

B. So long as the Corporation is the assignee of any BURGER KING Franchise, the relative
rights, preferences and limitations of the shares of each class are as follows:

1. Preferred Stock

The Preferred Stock may be issued from time to time in one or more series, with such designation
or title, in such number of shares and with the relative rights and preferences (a) as may be fixed by
resolution of the Board of Directors without further action by shareholders, (b) as may be fixed by the
shareholders, or (c) as set forth below; provided, however, that in no event will holders of outstanding
shares of Preferred Stock have rights more extensive than the following:

(a) Holders of shares of Preferred Stock shall be either (1) a member of the immediate family
(which consists of the spouse and children) of the holders of the shares of Common Stock or (2) a “key
employee” of the Corporation.

(b) Shares of Preferred Stock shall not be convertible into shares of Common Stock.

(c) Except with respect to amendments to this instrument which adversely affect the relative
rights and preferences of holders of shares of Preferred Stock, for any action on which the holders of shares
of Preferred Stock are entitled to vote under applicable law, the holders of outstanding shares of Preferred
Stock so entitled to vote shall vote, for these purposes only, with the holders of outstanding shares of
Common Stock, and the maximum vote which all such holders of shares of Preferred Stock shall have is
25% of the aggregate number of outstanding shares of Preferred Stock and Common Stock, taken as a
whole, entitled to vote on such action.

(d) Upon liquidation, dissolution or distribution of the assets of the Corporation, the holders of
all outstanding shares of Preferred Stock shall not be entitled to receive more than 25% of the proceeds
upon such liquidation, dissolution or distribution; provided, however, that in no event will the holders of
shares of Preferred Stock be entitled to receive upon liquidation, dissolution or distribution of assets any
interest in the BURGER KING Franchise other than an interest in the proceeds from any disposition thereof.

2. Common Stock

(a) Common Stock shall only be issued to and held by those natural persons who are approved
as franchisees by Burger King Corporation. No more than five natural persons may hold shares of Common
Stock. If a holder of shares of Common Stock is not a natural person approved by Burger King Corporation,
the shares of Common Stock so held shall be subject to repurchase pursuant to Section 3.

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
41
 (b) Subject to the prior payment or provision therefor of dividends on the Preferred Stock, the
holders of shares of Common Stock shall be entitled to receive out of the funds of the Corporation legally
available for such purpose dividends as and when declared by the Board of Directors.

(c) In the event of any liquidation, dissolution or distribution of the assets of the Corporation
and after satisfaction of the preferential requirements of the Preferred Stock, the holders of shares of
Common Stock shall be entitled to share ratably in the distribution of all remaining assets of the Corporation
available for distribution.

3. Redemption and Repurchase

(a) To the extent permitted by law, the Corporation shall redeem shares of Preferred Stock for
(corporation will insert an applicable redemption price or pricing mechanism) at such time as the holder
thereof ceases to be a key employee of the Corporation or a member of the immediate family of a holder
of Voting Common Stock; provided, however, that the amount per share to be paid upon such redemption
shall not exceed 25% times (i) the aggregate of net income and net losses previously reported by the
Corporation to the Internal Revenue Service, less taxes paid or payable with respect to such reported net
income less the sum of dividends paid, declared or accrued and prior redemption and repurchases of
shares of Preferred Stock and Common Stock, divided by (ii) the total number of shares of Preferred Stock
outstanding at such time, including the shares to be redeemed.

(b) To the extent permitted by law, the Corporation shall repurchase shares of Common Stock
at such time as the holder thereof ceases to be a person approved by Burger King Corporation as a
franchisee, for an amount per share (corporation will insert applicable pricing mechanism); provided,
however, that such amount per share shall not exceed: (i) the aggregate of net income and net losses
previously reported by the Corporation to the Internal Revenue Service less taxes paid or payable with
respect to such reported net income, less the sum of amounts paid or payable for dividends previously paid,
declared or accrued and prior redemptions and repurchases of shares of capital stock of the Corporation,
and amounts which may be payable preferentially to holders of all outstanding shares of Preferred Stock
under Sections 1 and 3(a), divided by (ii) the total number of shares of Common Stock outstanding
immediately prior to such proposed repurchase.

4859-7133-7732, v. 3

Franchise Agreement (Individual/Owner-Operator)

Exhibit D1 (03/2022)
BK#______
42
EXHIBIT D2
 FRANCHISE AGREEMENT (Entity)

KEY CONTRACT DATA

RESTAURANT # _______

Effective Date of Franchise Agreement: ______________, 20__

Franchisee: _____________________, a _________ [corporation][limited liability company]

Franchised Restaurant Number and Location of Franchised Restaurant (Section 1):

Other Key Terms:

Development Agreement: Applicable?

 No

 Yes

If Yes, such agreement is that certain Area

Development Agreement dated ____________,
between Franchisor and ________________, as
amended, restated, modified, or supplemented from
time to time (the “Development Agreement”)

Term duration (Section 1): _______, 20__ (the “Commencement Date”) to

________, 20__ (the “Expiration Date”)

Initial Franchise Fee (Section 2):  $50,000

 $_______

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
i
 Royalty (Section 9.A.):  4.5% of monthly Gross Sales

 See _______ Addendum

Advertising Contribution (Section 9.B.(i)):  4.0% of monthly Gross Sales

 See _______ Addendum

Managing Owner (Section 3.A):

Managing Director (Section 5.K.1):

Intercreditor Agreement Transfer Fee (Section $2,000

15.D.):

Transferor Transfer Fee (Section 15.F.(8)): $2,000, plus $500 for each additional restaurant
involved in the same transaction

New Franchisee Training Fee (Section $7,500

15.F.(8)):

Address for Legal Notice to Franchisee:

Attention:

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
ii
 CONTENTS

INTRODUCTION ................................................................................................................................................ 1

1. FRANCHISE GRANT: TERM AND LOCATION ...................................................................................... 1

2. FRANCHISE FEE ..................................................................................................................................... 2

3. ORGANIZATION OF FRANCHISEE ....................................................................................................... 2

4. FRANCHISEE ASSOCIATION AND ADVISORY COUNCIL .................................................................. 2

5. STANDARDS AND UNIFORMITY OF OPERATION .............................................................................. 3

A. M.O.D. Manual ............................................................................................................................... 3
B. Franchised Restaurant ................................................................................................................... 4
(1) Repair and Maintenance. ...................................................................................................... 4
(2) Current Image. ...................................................................................................................... 4
C. Signs ............................................................................................................................................... 4
D. Equipment....................................................................................................................................... 5
E. Vending Machines, Etc. .................................................................................................................. 6
F. Menu and Service ........................................................................................................................... 6
G. Hours of Operation ......................................................................................................................... 7
H. Uniforms ......................................................................................................................................... 7
I. Advertising and Promotional Materials ........................................................................................... 7
J. Right of Entry and Inspection ......................................................................................................... 7
K. Management of Franchised Restaurant ......................................................................................... 7
L. BURGER KING McLamore Foundation…………………………………………………………………7

6. SERVICES AVAILABLE TO FRANCHISEE ........................................................................................... 8

7. THE FRANCHISED RESTAURANT ........................................................................................................ 9

8. TRAINING ................................................................................................................................................ 9
A. Managing Owner/Managing Director .............................................................................................. 9
B. Charges and Costs ......................................................................................................................... 9
C. Franchisee Training and Restaurant Staffing ............................................................................... 10

9. ROYALTY AND ADVERTISING CONTRIBUTION ............................................................................... 10

A. Royalty .......................................................................................................................................... 10
B. Advertising, Sales Promotion and Public Relations ..................................................................... 10
C. Gross Sales .................................................................................................................................. 11
D. Late Charge .................................................................................................................................. 11
E. Payment; Credits .......................................................................................................................... 11
F. Audit of Advertising Contributions ................................................................................................ 11
G. Alternative Method Of Payment ................................................................................................... 12
H. No Set Off ..................................................................................................................................... 12

10. ACCOUNTING PROCEDURES: RIGHT OF AUDIT ............................................................................. 12

A. Accounting .................................................................................................................................... 12
B. Annual Financial Statements ........................................................................................................ 13
C. Audits ............................................................................................................................................ 13
D. Release of Financial Information .................................................................................................. 13

Franchise Agreement (Entity)

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iii
11. LIMITATIONS OF FRANCHISE............................................................................................................. 13
A. Trademarks, Trade Names, Service Marks and Trade Secrets ................................................... 13
B. Independent Contractor ................................................................................................................ 14

12. UNFAIR COMPETITION ........................................................................................................................ 14

13. INSURANCE; INDEMNIFICATION ........................................................................................................ 15

A. Insurance ...................................................................................................................................... 15
B. Specific Coverage ........................................................................................................................ 15
C. Evidence of Insurance .................................................................................................................. 16
D. Worker's Compensation ............................................................................................................... 16
E. Indemnity ...................................................................................................................................... 16
F. Defense of Claims ........................................................................................................................ 17

14. TAXES .................................................................................................................................................... 17

15. ASSIGNMENT: CONDITIONS AND LIMITATIONS .............................................................................. 18

A. Transfer by Franchisee................................................................................................................. 18
B. Transfer by Owners ...................................................................................................................... 18
C. Transfer of Equity Securities ........................................................................................................ 18
D. Pledging of Franchise Agreement ................................................................................................ 18
E. Notice of Proposed Transfer......................................................................................................... 19
F. Conditions of Consent .................................................................................................................. 19
G. Consent to Transfer ...................................................................................................................... 20
H. Continuing Liability ....................................................................................................................... 20
I. Right of Re-Entry .......................................................................................................................... 21
J. Notices to Transferor .................................................................................................................... 21
K. Acquisition of Additional Franchises ............................................................................................. 21
L. Death or Mental Incapacity ........................................................................................................... 21
M. No Waiver ..................................................................................................................................... 22

16. RIGHT OF FIRST REFUSAL ................................................................................................................. 22

17. OPTION TO OBTAIN SUCCESSOR FRANCHISE AGREEMENT ....................................................... 22

18. DEFAULT AND EFFECT OF TERMINATION ....................................................................................... 23

A. Default .......................................................................................................................................... 23
B. Effect of Termination .................................................................................................................... 27

19. RESTRICTIVE COVENANT................................................................................................................... 27

20. RESOLUTION OF DEVELOPMENT DISPUTES .................................................................................. 28

A. Non-Binding Mediation ................................................................................................................. 28
B. Binding Dispute Resolution .......................................................................................................... 28
C. Modification of Procedures ........................................................................................................... 28
D. Institution of Legal Proceedings ................................................................................................... 28

21. MISCELLANEOUS: GENERAL CONDITIONS ..................................................................................... 28

A. Interpretation ................................................................................................................................ 28
B. Non-Waiver ................................................................................................................................... 28
C. Governing Law, Forum and Compliance ...................................................................................... 29
D. Severability ................................................................................................................................... 29
E. Notices .......................................................................................................................................... 29
F. Modification .................................................................................................................................. 29

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
iv
 G. Binding Effect ............................................................................................................................... 30
H. Survival ......................................................................................................................................... 30
I. Attorney's Fees ............................................................................................................................. 30
J. Entire Agreement .......................................................................................................................... 30
K. Assignment ................................................................................................................................... 30

22. DEFINITIONS ........................................................................................................................................ 30

EXHIBIT A LEGAL DESCRIPTION ...................................................................................................... 34

EXHIBIT B OWNERS ............................................................................................................................ 35

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
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v
 LIST OF ATTACHMENTS

The items checked below are hereby incorporated into and are made a part of this Franchise Agreement:

 Non-Traditional Facility Addendum

 Big Box Non-Traditional Facility Addendum
 Delivery Restaurant Addendum (Entity)
 2021 Organic Developer Incentive Program Addendum
 DIP Addendum
 Multi-Unit DIP 2015 Addendum
 Multi-Unit DIP 2017 Addendum
 Multi-Unit DIP 2017-2022 Addendum
 Franchise Agreement Addendum (DIP)
 Franchise Agreement Addendum (DTO)
 Replacement Franchise Addendum
 SIO5 Successor Franchise Addendum
 SIO4 Successor Franchise Addendum
 SIO3 Successor Franchise Addendum
 SIO3 Successor Late Entry Franchise Addendum
 Successor Addendum
 BKoT Franchise Addendum
 BKoT Double Drive Thru & Digital Enhance Incentive Amendment
 2018 ISP Franchise Addendum
 Offset/Replacement Franchise Addendum
 Remodel Franchise Addendum
 Deferred Remodel Addendum
 Corporate Addendum
 Amendment to Burger King Restaurant Franchise Agreement Required by the State of
California
 Amendment to Burger King Restaurant Franchise Agreement Required by the State of
Hawaii
 Amendment to Burger King Restaurant Franchise Agreement Required by the State of
Illinois
 Amendment to Burger King Restaurant Franchise Agreement Required by the State of
Minnesota
 Amendment to Burger King Restaurant Franchise Agreement Required by the State of North
Dakota
 Amendment to Burger King Restaurant Franchise Agreement Required by the State of
Washington

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
vi
 BURGER KING® RESTAURANT FRANCHISE AGREEMENT

(ENTITY)

THIS BURGER KING® RESTAURANT FRANCHISE AGREEMENT (this “Agreement”) is made as

of the effective date set forth on the Key Contract Data page, by and between BURGER KING
CORPORATION, a Florida corporation (“BKC”), and the franchisee identified on the Key Contract Data
page (“Franchisee”).

INTRODUCTION

A. BKC is the owner of certain trademarks and service marks, including but not limited to
BURGER KING® and HOME OF THE WHOPPER®, which are registered or pending with the United States
Patent and Trademark Office, and is the owner of other trademarks and service marks authorized for use
in BURGER KING Restaurants (the “BURGER KING Marks”).

B. BKC is engaged in the business of operating and granting franchises to operate restaurants
(“BURGER KING Restaurants”) using the BURGER KING Marks and a uniform and comprehensive
restaurant format and operating system developed by BKC (the “BURGER KING System”), including a
standardized design, decor, equipment system, color scheme, style of building and signage, as well as
uniform operating and quality standards, specifications and procedures of operation, and uniformity of
product and services offered, including all provisions of the Manual of Operating Data, as amended from
time to time (the “MOD Manual”).

C. Franchisee desires to acquire a franchise to operate a BURGER KING Restaurant at the

Premises for the entire Term specified in this Agreement. Franchisee acknowledges receipt of a copy of
the Franchise Disclosure Document of BKC and Franchisee has had a full and adequate opportunity to be
thoroughly advised of the terms and conditions of this Agreement by financial and legal counsel of
Franchisee's own choosing at least fourteen (14) calendar days, prior to its execution, and is entering into
this Agreement after having made an independent investigation of BKC's operations and not upon any
representation as to the profits and/or sales volume which Franchisee might be expected to realize, nor
upon any representations or promises by BKC which are not contained in this Agreement.

D. BKC has previously approved a plan for the distribution of securities of Franchisee (the
“Franchise Entity Application”).

In consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

1. FRANCHISE GRANT: TERM AND LOCATION

BKC grants to Franchisee and Franchisee accepts a franchise for the duration of the Term
(defined below) to use the BURGER KING System and the BURGER KING Marks only in the operation of
a BURGER KING Restaurant at the location described on the Key Contract Data page attached to this
Agreement and incorporated by reference herein (the “Franchised Restaurant”), (the term “Franchised
Restaurant” includes the real estate described on Exhibit A (the “Premises”), the restaurant “Building” and
all “Improvements” constructed thereon wherever the context permits or requires). The term of this
Agreement shall be for the period of time set forth on the Key Contract Data page unless terminated earlier
in accordance with the provisions of this Agreement (the “Term”), and shall commence on the
Commencement Date and shall expire on the Expiration Date. In the event of a dispute over the date that
the Franchised Restaurant opens for business, the records maintained by BKC shall control and be
dispositive. Franchisee agrees to operate the Franchised Restaurant at the specified location for the entire
duration of the Term. Franchisee accepts this franchise with the full and complete understanding that the

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
1
franchise grant contains no promise or assurance of renewal. The sole and entire conditions under which
Franchisee will have the opportunity of obtaining a Successor BURGER KING Franchise Agreement at
expiration are those set forth herein in Section 17. This franchise is for the specified location only and does
not in any way grant or imply any area, market or territorial rights proprietary to Franchisee. Notwithstanding
anything set forth above, if Franchisee continues to operate the Franchised Restaurant after the end of the
Term and does not obtain a Successor BURGER KING Franchise Agreement in accordance with Section
17, Franchisee shall be deemed to be operating such Franchised Restaurant on a month-to-month basis
under the terms and conditions of this Agreement and BKC may terminate this Agreement at any time after
the end of the Term upon thirty (30) days prior written notice.

2. INITIAL FRANCHISE FEE

Franchisee acknowledges that the grant of this franchise constitutes the consideration for
the payment by Franchisee to BKC of the amount of the Initial Franchise Fee set forth on the Key Contract
Data page (the “Initial Franchise Fee”), and that this sum shall be fully earned by BKC upon the execution
and delivery of this Agreement.

3. ORGANIZATION OF FRANCHISEE

A. The individuals listed in Exhibit B to this Agreement are the “Owners” of Franchisee
for purposes of this Agreement. Franchisee acknowledges its understanding of BKC's requirement that an
individual “Managing Owner” be named and be granted the authority by Franchisee to bind Franchisee in
any dealings with BKC and its Affiliates and to direct any action necessary to ensure compliance with this
Agreement and any other agreements relating to the Franchised Restaurant. Franchisee represents and
warrants that the Managing Owner designated on the Key Contract Data Page and in Exhibit B presently
has and will have, throughout the Term, the authority to bind Franchisee in any dealings with BKC and its
Affiliates and to direct any action necessary to ensure compliance with this Agreement and any other
agreements relating to the Franchised Restaurant. Franchisee has not taken and agrees that it will not
hereafter take, whether directly or indirectly, any action to avoid the authority requirement for the Managing
Owner through the entry of limiting board resolutions, management agreements, amendment of governing
documents or any other similar device or arrangement. Franchisee agrees to furnish BKC with such
evidence as BKC may request from time to time for the purpose of assuring BKC that the Managing Owner's
authority remains as represented in this Agreement. No change in the Managing Owner may be made
without the prior written consent of BKC. If the Managing Owner dies or becomes incapacitated, then within
sixty (60) days thereafter, Franchisee shall name a new Managing Owner approved by BKC pursuant to
BKC's then current criteria for approving Managing Owners.

B. Franchisee shall notify BKC of, and at BKC's request provide copies of, any
amendments to the articles of incorporation, by-laws, partnership agreement, or other governing documents
of Franchisee. No amendment to such governing documents may be made, nor may any resolution be
adopted by the board of directors of Franchisee, if Franchisee is a corporation, without the written consent
of an authorized officer of BKC, if such amendment or resolution would (1) change the description of the
Franchisee’s purposes or authorized activities; (2) change the designation of, or the procedures for
designating, the Managing Owner; (3) change the authority delegated to the Managing Owner; or
(4) materially alter promises or representations contained in the Franchise Entity Application approved by
BKC.

C. Franchisee shall provide BKC annually with an updated list of all shareholders or
general and limited partners of Franchisee and its parent, if any.

4. FRANCHISEE ASSOCIATION AND ADVISORY COUNCIL

BKC shall, on a periodic basis, consult with representatives of an independent association

whose membership is comprised of at least fifty-one percent (51%) of all BURGER KING franchise-owned

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
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2
and operated restaurants in the U.S.A. (the “Franchisee Association”) relative to those matters expressly
described in Sections 5.B, 6, 8, 9 and 20.C of this Agreement. The representatives of the Franchisee
Association shall be referred to herein as the “Franchisee Advisory Council.” Membership by a Franchisee
in the Franchisee Association shall be voluntary.

Franchisee agrees that BKC may consult with and consider the advice of the Franchisee
Advisory Council.

For purposes of this Franchise Agreement, to qualify as the “Franchisee Association,” the
association must have been formed for the primary purpose of representing the rights of franchisees, and
membership in such association must be limited solely to BURGER KING franchisees, or officers, directors,
partners or shareholders of BURGER KING franchisees, who in either case are not owned or controlled by
BKC or its parent, or any subsidiary or Affiliate of BKC.

BKC shall not prohibit nor restrict Franchisee from associating with other franchisees, nor
from forming, joining or participating in any franchisee trade association (the “Activities”). BKC shall not
retaliate against Franchisee because Franchisee engages in the Activities. BKC's exercise and
enforcement of its rights under any franchise agreement or the law shall not, by itself, constitute a breach
of BKC's responsibilities under the preceding sentence.

5. STANDARDS AND UNIFORMITY OF OPERATION

BKC shall establish, and cause approved suppliers to the BURGER KING System to
reasonably comply with, product, service and equipment specifications as established by BKC from time to
time.

Suggestions from Franchisee for improving elements of the BURGER KING System, such
as products, equipment, uniforms, restaurant facilities, service format and advertising, are encouraged and
may or may not be considered by BKC when adopting or modifying standards, specifications and
procedures for the BURGER KING System. Franchisee acknowledges that any such suggestions made
by Franchisee hereunder shall become the exclusive property of BKC. BKC shall have no obligation to
utilize suggestions and no obligation to provide compensation for any suggestion. Franchisee may not
utilize any such suggestions in the Franchised Restaurant without the prior written consent of BKC.

A. M.O.D. Manual

Franchisee acknowledges and agrees that prompt adoption of and adherence to

the BURGER KING System, including all of the provisions of the MOD Manual, as amended from time to
time, are reasonable, necessary and essential to the image and success of all BURGER KING Restaurants.
The MOD Manual, which is comprised of the BURGER KING Operations Manual, the Restaurant
Equipment Manual, the RSI Equipment and Facilities E-Red Book, the Approved Brands and Distributors
List, Approved Equipment List, the Brand Standards Guide, the Ops Emphasis Guide, alerts and
amendments thereto, and applicable policies established by BKC, or the then-current equivalent printed or
electronic versions of those documents, contains the official mandatory restaurant operating, equipment
and product standards, specifications and procedures prescribed from time to time by BKC for the operation
of a BURGER KING Restaurant. The MOD Manual and any revisions or updates thereto may be provided
in electronic format including via internet, intranet, or other electronic means. Franchisee acknowledges
that the MOD Manual is designed to protect BKC’s standards, the BURGER KING System, and the
BURGER KING Marks, and not to control the day-to-day operation of the Franchised Restaurant.
Franchisee may not print a copy of the MOD Manual without BKC's prior written approval.

Franchisee agrees that changes in the standards, specifications and procedures

may become necessary and desirable from time to time and agrees to accept and comply with such
modifications, revisions and additions to the MOD Manual which BKC in the good faith exercise of its

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
3
judgment believes to be desirable and reasonably necessary. The material and information set forth in the
MOD Manual is confidential and proprietary to BKC and is to be used by Franchisee only in connection with
the operation of the Franchised Restaurant and other franchised BURGER KING Restaurants. The MOD
Manual and other specifications, standards and operating procedures communicated in writing or
electronically to Franchisee shall be deemed a part of this Agreement.

B. Franchised Restaurant

The Franchised Restaurant shall at all times be under the direct, on premises
supervision of Franchisee or its manager. The Franchised Restaurant will be constructed and improved in
the manner authorized and approved by BKC, and the appearance of the Franchised Restaurant will not
thereafter be altered except as may be approved in writing by BKC.

(1) Repair and Maintenance.

Franchisee shall, at its expense, continuously throughout the Term of this

Agreement maintain the Franchised Restaurant in good condition and repair in accordance with BKC's then
current repair and maintenance standards.

(2) Current Image.

Franchisee shall, improve, alter and remodel the Franchised Restaurant

to bring it into conformance with the national and local plans, specifications and/or other standards for new
or remodeled BURGER KING Restaurants as may hereafter be reasonably changed and defined from time
to time by BKC (“Current Image”) in accordance with the following timetable:

(i) During the tenth year of the Term, Franchisee shall remodel,
improve and alter the exterior of the Franchised Restaurant to conform with the Current Image in effect on
the ninth anniversary of the date of this Agreement.

(ii) BKC and the Franchisee Advisory Council shall meet annually to
discuss and establish the components of Current Image for the Franchised Restaurant. The Current Image
as established by BKC and the Franchisee Advisory Council, from time to time, shall be binding upon
Franchisee. If BKC and the Franchisee Advisory Council do not agree on the Current Image, BKC and the
Franchisee Association shall settle the matter by arbitration by a sole arbitrator in accordance with the then
current non-administered arbitration rules of the Center for Public Resources. The arbitration shall be
governed by the United States Arbitration Act (U.S.A.A.), and judgment upon the decision rendered by the
arbitrator shall be binding on Franchisee and BKC and except as provided in Section 10(a) of the U.S.A.A.,
shall not be appealable in any forum. The decision may be entered by any court having jurisdiction thereof.
The place of arbitration shall be Miami, Florida. Failure of Franchisee to comply with the terms of this
Section 5.B shall be deemed a material default of this Agreement.

C. Signs

The BURGER KING Marks will only be erected and displayed in the manner and
at such locations as are approved and authorized by BKC, in writing. Franchisee agrees to maintain and
display signs reflecting the Current Image of BURGER KING Restaurants and shall not place additional
signs or posters at the Franchised Restaurant without the prior written consent of BKC. Only signs from
sources approved by BKC may be utilized at the Franchised Restaurant. Franchisee shall discontinue the
use of and destroy such signs as are declared obsolete by BKC within the reasonable time specified by
BKC. Such signs are fundamental to the BURGER KING Restaurant System and Franchisee hereby grants
to BKC the right to enter the Franchised Restaurant to remove and destroy unapproved or obsolete signs
in the event that Franchisee has failed to do so within thirty (30) days after the written request of BKC.

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
4
 D. Equipment

(1) Only equipment approved by BKC which meets the criteria and
performance standards of the BURGER KING Restaurant System may be used in the Franchised
Restaurant. The equipment shall be maintained in a condition that meets operational standards specified
in the MOD Manual and, as equipment becomes obsolete or inoperable, Franchisee will replace the
equipment with the types and kinds of equipment as are then approved for use in BURGER KING
Restaurants. If BKC determines that additional or replacement equipment is needed because of a change
in menu items or method of preparation and service or because of health or safety considerations,
Franchisee will install the additional equipment or replacement equipment within the reasonable time
specified by BKC. Prior to mandating the use of a new or additional piece of equipment, BKC shall use
reasonable efforts to field test the proposed new equipment.

(2) Franchisee must, at its sole cost and expense: (a) at all times operate at
the Franchised Restaurant POS Systems (as hereinafter defined) approved by BKC; (b) upgrade or replace
in whole or in part any POS Systems as BKC may reasonably deem necessary or desirable in the interest
of proper administration of Burger King Restaurants throughout the Burger King Restaurant System, within
such reasonable time as may be specified by BKC; (c) use the approved POS Systems at all times to record
and process such information as BKC may from time to time require, including information regarding any
other business carried on in or from any Burger King Restaurant with the consent of BKC, keep such
information available for access by BKC on the POS System for such minimum period as BKC may require,
and maintain and provide to BKC such information in the format, and using such data exchange standards
and protocols as BKC may require; (d) effect the Polling (as hereinafter defined) operation at such time or
times as may be required by BKC, but BKC may itself initiate Polling whenever it deems appropriate;
(e) permit BKC or its agents to Poll any information contained in the POS System at any time; (f) permit
BKC or its agent to obtain all of the information referenced in this Section 5.D. that may be in the possession
of any third party vendor from whom Franchisee obtained an approved POS System; (g) if required by BKC,
download the information referenced in this Section 5.D. into machine readable information compatible with
the system operated by BKC or its agents and to deliver that information to BKC by such method and within
such timescale as BKC reasonably requires; and (h) integrate or otherwise permit the integration of such
POS Systems with such technological platforms designated by BKC from time to time (including websites
and mobile applications designated by BKC). For purposes of this Agreement, the term “POS System”
means a point of sale computerized system consisting of telecommunications systems (including required
dedicated telephone and power, network and broadband lines, and modem(s)), electronic hardware and
software technology (including printer(s)) and other computer-related accessories or peripheral equipment,
which captures, records and transmits sales, Taxes on sales, number, date and time of transactions, products
and combinations of products sold and employees using the system and such other related information as may
be required by BKC from time to time. For purposes of this Agreement, the term “Polling” means any process
acceptable to BKC by which information or data about the Franchised Restaurant may be transmitted to or
from a POS System or other system operated by Franchisee or its agent into a computer or system operated
by BKC or its agents in the manner and format prescribed by BKC from time to time. For the avoidance of
doubt, BKC may Poll for information including, without limitation, daily sales data, daily transaction level
data, sales per visit and products and combination of products sold, otherwise known as product mix data
or “PMIX”, and inventory data.

(3) Franchisee must also, at its sole cost and expense: (a) maintain, use
and/or operate centralized or technology based methods of taking, processing, routing, and delivering
orders or receiving payment for such orders that may be mandated by BKC at any time during the Term in
addition to the methods and technology BKC currently uses or authorizes (individually an “Additional
Ordering System” and collectively “Additional Ordering Systems”); and (b) add or replace equipment, wiring,
hardware and software in connection with the Additional Ordering Systems. To the extent any products and
services related to an Additional Ordering System are owned by BKC or provided to Franchisee by BKC,
BKC may charge up front and/or ongoing fees. BKC shall be the sole owner of all direct and related rights
and assets, including software and hardware, intellectual property and all data generated by the Additional

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
5
Ordering Systems, but excluding hardware or equipment Franchisee purchases directly for the purpose of
gaining access to the Additional Ordering System. If BKC requires Franchisee to use an Additional Ordering
System, then Franchisee shall comply with BKC’s requirements for connecting to, and utilizing such
technology in connection with Franchisee’s operation of the Franchised Restaurant. Franchisee will install
and implement any Additional Ordering System required by BKC within the reasonable time specified by
BKC.

(4) Franchisee must also, at its sole cost and expense: (a) maintain, use
and/or operate technology for the purpose of communicating with customers of BURGER KING
Restaurants and the collection, processing, storage and use of BURGER KING Restaurant customer data
that may be mandated by BKC at any time during the Term in addition to the methods and technology BKC
currently uses or authorizes (individually an “Additional Digital System” and collectively, the “Additional
Digital Systems”); and (b) add or replace equipment, wiring, hardware and software in connection with the
Additional Digital Systems. To the extent any products and services related to an Additional Digital System
are owned by BKC or provided to Franchisee by BKC, BKC may charge up front and/or ongoing fees. BKC
shall be the sole owner of all direct and related rights and assets, including software and hardware,
intellectual property and all data generated by the Additional Digital Systems, but excluding hardware or
equipment Franchisee purchases directly for the purpose of gaining access to an Additional Digital System.
BKC may use the data generated by the Additional Digital Systems (1) to analyze customer trends, (2) to
market BKC-developed goods and products to all customers or specific customer(s), (3) to reward loyal or
repeat customers, (4) to provide the data to third parties, and (5) for such other purposes as BKC deems
appropriate in its sole discretion. Franchisee acknowledges and agrees that all net profits received by BKC
from providing the data generated by the Additional Digital Systems to third parties shall be the sole property
of BKC. If BKC requires Franchisee to use an Additional Digital System, then Franchisee shall comply with
BKC’s requirements for connecting to, and utilizing such technology in connection with Franchisee’s
operation of the Franchised Restaurant. Franchisee will install and implement any Additional Digital System
required by BKC within the reasonable time specified by BKC.

E. Vending Machines, Etc.

Public telephones, newspaper racks, juke boxes, cigarette, gum and candy
machines, rides, lottery ticket terminals, video games or any other games, or vending or amusement
machines will not be installed at the Franchised Restaurant without the prior written approval of BKC. In
the event such items are installed at the Franchised Restaurant, then all sums received by Franchisee in
connection with these items shall be included within “Gross Sales” as defined herein.

F. Menu and Service

(1) All menu items, including without limitation, promotional and premium
products which BKC may deem appropriate to take full advantage of the potential market and achieve
standardization in the BURGER KING Restaurant System will be served, and no items which are not set
forth in the MOD Manual or otherwise authorized and approved by BKC in writing will be served. Franchisee
shall only sell the approved menu items at retail to consumers from and through the Franchised Restaurant
and shall not sell such items for redistribution or resale. Franchisee shall adhere to all specifications
contained in the MOD Manual or as otherwise prescribed by BKC as to ingredients, methods of preparation
and service, weight and dimensions of products served, and standards of cleanliness, health and sanitation.

(2) Franchisee shall notify BKC in writing within twenty-four hours of any
investigation or violation, actual or alleged, concerning any health or sanitary laws or regulations that results
in a failing score from the governmental authority, a closure of the Franchised Restaurant or a threatened
closure of the Franchised Restaurant, or that constitutes a critical food safety violation as set forth in the
MOD Manual (each, a “Food Safety Incident”). Upon the occurrence of any Food Safety Incident,
Franchisee shall take any actions directed by BKC or any governmental authority concerning such
investigation or violation. All food, drink and other items will be served and sold in packaging that meets

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
6
BKC's specifications. Only food, supplies, paper products and packaging from sources approved by BKC
shall be used in the Franchised Restaurant.

G. Hours of Operation

The Franchised Restaurant shall be open for business at a minimum from 6:00
A.M. to 12:00 A.M., Monday through Saturday and 7:00 A.M. to 12:00 A.M. on Sunday, fifty-two (52) weeks
a year, unless otherwise authorized or directed by BKC or unless prohibited by applicable law. The
Franchised Restaurant may be closed on Thanksgiving Day and/or Christmas Day if a majority of the
BURGER KING Restaurants in the market area (DMA) in which the Franchised Restaurant is located elect
to close on the holiday.

H. Uniforms

All employees shall only wear uniforms of such design and color as are from time
to time specified by BKC.

I. Advertising and Promotional Materials

Only those advertising and promotional materials or items which are authorized by
BKC in writing prior to use shall be used, sold or distributed, and no display or use of the BURGER KING
Marks shall be made without the prior written approval of BKC. All materials on which the BURGER KING
Marks are used must include the designation ® or such other designation as BKC may specify. Franchisee
must, immediately upon receipt of notice from BKC, remove or discontinue the use, publication, display,
sale and distribution of any advertising or promotional material, slogans, and any material on which the
BURGER KING Marks appear, which BKC has not approved or has ceased to use.

J. Right of Entry and Inspection

BKC shall have the unrestricted right to enter the Franchised Restaurant to
conduct such activities as it deems necessary to ascertain Franchisee’s compliance with this Agreement.
The inspections may be conducted without prior notice at any time when one of Franchisee’s employees is
at the Franchised Restaurant. The inspections will be performed in a manner which minimizes interference
with the operation of the Franchised Restaurant.

K. Management of Franchised Restaurant

(1) Franchisee acknowledges its understanding of BKC's requirement that an

individual “Managing Director” approved by BKC, trained in the BURGER KING System and periodically
retrained in the BURGER KING System, be identified by Franchisee to BKC and be granted the authority
by Franchisee to direct any action necessary to ensure that the day-to-day operation of the Franchised
Restaurant is in compliance with the MOD Manual, with this Agreement, and with the terms of any lease
and any other agreements relating to the Franchised Restaurant. The Managing Director shall devote full
time and best efforts to the overall supervision of the Franchised Restaurant and any other BURGER KING
Restaurants owned by Franchisee as to which he/she is the Managing Director. The Managing Director
shall live in the “vicinity” of the Franchised Restaurant, as the term “vicinity” is defined for Managing
Directors by BKC from time to time, in its reasonable discretion. The current Managing Director is
designated on the Key Contract Data Page and in Exhibit B. Franchisee represents and warrants that the
Managing Director presently has and will have, throughout the Term, the authority to direct any action
necessary to ensure that the day-to-day operation of the Franchised Restaurant is in compliance with the
MOD Manual, with this Agreement, and with the terms of any lease and any other agreements relating to
the Franchised Restaurant. Franchisee has not taken and agrees that it will not hereafter take, whether
directly or indirectly, any action to avoid the authority requirement for the Managing Director through the
entry of limiting board resolutions, management agreements, amendment of governing documents or any

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
7
other similar device or arrangement. Franchisee agrees to furnish BKC with such evidence as BKC may
request from time to time for the purpose of assuring BKC that the Managing Director's authority remains
as represented in this Agreement and to require that the Managing Director attend such additional and
periodic training as BKC may reasonably require of Managing Directors. If the position of Managing Director
becomes vacant for any reason, the vacancy shall be filled within sixty (60) days by a new Managing
Director trained in the BURGER KING System and approved by BKC.

(2) At all times during the Term of this Agreement, Franchisee shall employ at
least one (1) individual (the “Restaurant Manager”) who is responsible for the direct, personal supervision
of the Franchised Restaurant and who, within six (6) months after becoming Restaurant Manager,
successfully completes the training program described in Section 8.C.

L. BURGER KING McLamore Foundation

Franchisee shall participate in the fundraising and charitable efforts of the

BURGER KING MCLAMORE Foundation (the “Foundation”). Franchisee agrees to purchase at least one
(1) One Thousand Dollar ($1,000) scholarship for the Franchised Restaurant during each year for the
duration of the Term at the time specified by the Foundation.

6. SERVICES AVAILABLE TO FRANCHISEE

BKC agrees to provide the following services to Franchisee and to use reasonable efforts
to provide them in a manner reasonably designed for the BURGER KING System, including the use of
technology deemed by BKC to be competitive in the quick service restaurant industry. Prior to making
material changes to the content of, and manner by which, the following items or services are delivered to
Franchisee, BKC shall consult with the Franchisee Advisory Council to receive input as to the proposed
change. The content of and manner by which the following services are to be delivered by BKC shall be
within BKC's sole reasonable discretion:

A. A reproducible copy of either (i) the standard architectural building plans and
specifications for current approved freestanding buildings or double drive thru buildings, or (ii) such other
standard approved restaurant facility, whichever is applicable. Any modifications of the standard plans and
specifications, whether requested or required by planning and zoning boards, building codes or otherwise,
must be approved in writing by BKC and are to be paid for by Franchisee.

B. A pre-opening training program conducted at BKC training facilities and certified

BURGER KING Restaurants.

C. Pre-opening and opening assistance by personnel of BKC at the Franchised

Restaurant for a period of time as BKC deems appropriate under the circumstances. BKC may, in its
reasonable discretion, consider the following factors: the experience of the Franchisee, the type of facility
being operated, whether the assistance is for a new opening or the reopening after a transfer of ownership
of an already operating restaurant, the prior BURGER KING System experience of Franchisee’s
management, the projected volume of the restaurant, as estimated by Franchisee, and any other factors
that BKC deems appropriate for consideration.

D. Opening promotion program. Franchisee may be eligible for a credit to its account
in exchange for implementing grand opening promotions conducted after the Franchised Restaurant opens,
in accordance with BKC's policy (if any) at the time of opening. Costs in excess of the amount of the credit
(if any) incurred in implementing the program shall be Franchisee’s responsibility.

E. BKC's MOD Manual in an approved format, a copy of which will be loaned to

Franchisee for the Term of this Agreement.

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
8
 F. Such merchandising, marketing and advertising research data and advice as may
be developed from time to time by BKC and deemed by it to be helpful in the operation of a BURGER KING
Restaurant.

G. Communication of new developments, techniques and improvements of BKC in

food preparation, equipment, food products, packaging, service and restaurant management which are
relevant to the operation of a BURGER KING Restaurant.

H. Such ongoing support as BKC deems reasonably necessary to continue to

communicate and advise Franchisee as to the BURGER KING System including the operation of the
Franchised Restaurant.

7. THE FRANCHISED RESTAURANT

The site at which Franchisee shall operate the Franchised Restaurant is more fully
described in Exhibit A. During the Term of this Agreement the site shall be used exclusively for the purpose
of operating a franchised BURGER KING Restaurant.

In the event the Franchised Restaurant shall be damaged or destroyed by fire or other
casualty, or be required to be repaired or reconstructed by any governmental authority, Franchisee shall,
at its own expense, repair or reconstruct the Franchised Restaurant within a reasonable time under the
circumstances. The minimum acceptable appearance for the restored Franchised Restaurant will be that
which existed just prior to the casualty; however, every effort should be made to have the restored
Franchised Restaurant reflect the then Current Image, design and specifications of BURGER KING
restaurants. If the Franchised Restaurant is substantially destroyed by fire, or other casualty, Franchisee
may, with BKC's agreement, terminate the Agreement in lieu of Franchisee reconstructing the Franchised
Restaurant.

8. TRAINING

A. Managing Owner/Managing Director

The Franchised Restaurant shall not open unless the Managing Director, the
Restaurant Manager and, at BKC's option, the Managing Owner, have successfully completed BKC's
training program in Miami, Florida or at such other locations as may be specified by BKC (the “Initial
Training”). BKC may, in its sole discretion, waive the Initial Training requirement for the Restaurant
Manager. BKC shall provide, and the Managing Owner and Managing Director shall attend, continuing
operations training programs from time to time as may be directed by BKC to re-enforce operational
standards (“Continuing Operations Training”). The required frequency, duration and subject matter of the
Continuing Operations Training shall be specified by BKC (the Initial Training and Continuing Operations
Training programs are hereinafter collectively referred to as “Training Programs”). BKC and the Franchisee
Advisory Council shall periodically review the Training Programs and BKC will consult with the Franchisee
Advisory Council prior to making any material changes to the Training Programs. Such programs may be
in Miami, Florida or at such other locations as may be specified by BKC.

B. Charges and Costs

Franchisee shall be responsible for reasonable charges and costs of any sort
associated with such training but not limited to all travel and living expenses, compensation of and worker's
compensation insurance for the attendees enrolled in the training program, any other personal expenses,
course materials, training facility charges, and training staff charges (if any). If the Managing Owner and
Managing Director fail to complete the orientation session at the next scheduled session after opening or
acquisition, as applicable, BKC may declare Franchisee to be in default of this Agreement, in addition to its
other rights under this Agreement.

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
9
 C. Franchisee Training and Restaurant Staffing

Franchisee shall implement a training program for Franchised Restaurant

employees in accordance with training standards and procedures prescribed by BKC and shall staff the
Franchised Restaurant at all times during the Term of this Agreement with a sufficient number of trained
employees including at least one (1) Restaurant Manager who has, within six (6) months after becoming
manager, successfully completed BKC's training program for restaurant managers at an accredited location
to ensure that the BURGER KING operational standards are met. Requests for exemption from the
manager training requirement will be considered on an individual basis and will be granted only in those
situations where the employees have prior operational management experience in a BURGER KING
Restaurant and demonstrate to BKC a thorough knowledge and understanding of the BURGER KING
System.

9. ROYALTY AND ADVERTISING CONTRIBUTION

A. Royalty

During the Term of this Agreement, Franchisee agrees to pay to BKC a royalty
equal to the percentage of monthly Gross Sales set forth as the Royalty on the Key Contract Data page
(“Royalty”) for the use of the BURGER KING System and the BURGER KING Marks. Royalties shall be
paid monthly by the tenth (10th) day of each month based upon Gross Sales for the preceding month.

B. Advertising, Sales Promotion and Public Relations

(i) Franchisee shall pay to BKC an amount equal to the percentage of

monthly Gross Sales set forth as the Advertising Contribution on the Key Contract Data page by the tenth
(10th) day of each month based upon Franchisee’s Gross Sales for the preceding month (the “Advertising
Contribution”). This sum, less direct administrative expenses, will be used for (a) market research
expenditures directly related to the development and evaluation of the effectiveness of Advertising and
sales promotions, (b) creative, production and other costs incurred in connection with the development of
Advertising, sales promotions and public relations (as limited by Section (vi) below), both in the market area
of the Franchised Restaurant, as reasonably defined from time to time by BKC, and on a national basis and
(c) various methods of delivering the Advertising or promotional message, including without limitation,
television, radio, outdoor and print (“Media”). The allocation of the Advertising Contribution between
national, regional and local expenditures shall made by BKC in its sole business judgment.

(ii) Periodically, but no less frequently than once per year, BKC shall meet
with the Franchisee Advisory Council to discuss and attempt to establish (a) the types of Media to be used
by BKC (the “Media Mix”) and (b) the percentage of the total annual Advertising Contribution to be expended
on Media (the “Media Spending Goal”).

(iii) If BKC and the Franchisee Advisory Council are unable to mutually
establish the Media Spending Goal, BKC shall, subject to the limitation set forth in Section (v) below, have
the right, in its sole business judgment, to establish the Media Spending Goal.

(iv) If BKC and the Franchisee Advisory Council are unable to agree on the
Media Mix, BKC shall have the right, in its sole business judgment, to establish the Media Mix. If BKC
unilaterally establishes the Media Mix as provided above, BKC shall in no event spend more than ten
percent (10%) of the prior fiscal year's national Media expenditures for new Media channels and any such
new Media channel(s) must be accessible to no less than two-thirds (2/3) of the then established areas of
dominant influence in the United States.

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
10
 (v) BKC shall use reasonable efforts to meet the Media Spending Goal,
subject to circumstances beyond its control; provided, however, that BKC shall spend no less than sixty-
five percent (65%) of the total annual Advertising Contribution on Media.

(vi) The annual expenditure on public relations shall not exceed one-half of
one percent of the total annual Advertising Contribution.

(vii) Certain Advertising funds shall be allocated for approved grand opening
promotions in accordance with current company policy.

(viii) From time to time, BKC may seek support from FRANCHISEE, and all
other franchisees in the Designated Marketing Area (“DMA”) where the Franchised Restaurant is located,
for an Investment Spending Program (“ISP”). In the event that 66.7% or more of the other franchised and
BKC-operated company restaurants in the DMA where the Franchised Restaurant exists execute binding
ISP contracts which commit such other franchisees to place a fixed monthly dollar amount or a percentage
of their Gross Sales into an ISP account with such money to be spent on local DMA marketing initiatives in
a given year, then in such case, Franchisee shall execute an ISP contract on exactly the same terms.
Franchisee acknowledges that the terms of the ISP contracts may change from year to year but that under
no circumstances will any IS contract (1) bind the Franchisee to pay more than 2% of their Gross Sales into
an ISP fund; or (2) bind the Franchisee for a term longer than one year.

C. Gross Sales

The term “Gross Sales” as used in this Agreement includes all sums charged by
Franchisee for goods, merchandise or services sold at or from the Franchised Restaurant, including all
premiums unless exempted by BKC. The sale of BURGER KING products away from the Franchised
Restaurant is not authorized; however, should any such sales be approved in the future, they will be
included within the definition of Gross Sales. Gross Sales excludes any federal, state, county or city Tax,
excise Tax, or other similar Taxes collected by Franchisee from customers based upon sales, and cash
received as payment in credit transactions where the extension of credit itself has already been included
in the figure upon which the Royalty and Advertising Contribution is computed.

D. Late Charge

Any Royalty and Advertising Contribution not paid when due shall bear a late
charge at the maximum rate allowed by Florida law or, if no maximum rate relating to this transaction is in
effect in the State of Florida, 18% per annum. Nothing in this Agreement shall be construed to mean that
Franchisee is to pay, or has contracted to pay, any sum in excess of that which may lawfully be charged or
contracted for under any applicable law. The intention of the parties is to conform strictly to applicable
usury laws and it is agreed that if an excess is inadvertently collected it shall be applied to reduce the
amount owed under Sections 9.A. and 9.B. above.

E. Payment; Credits

All payments required to be made to BKC under this Agreement shall be made in
Miami, Florida, or at such addresses and to such parties as BKC may designate in writing from time to time.
BKC may, in its sole discretion, elect to pay any amount owed by BKC or any of its Affiliates to Franchisee
by crediting any account of Franchisee or reducing any financial obligation of Franchisee to BKC or its
Affiliates.

F. Audit of Advertising Contributions

Not more than once annually, the Franchisee Association shall have the right,
following reasonable notice to BKC, to audit BKC's fiscal year-end results with regard to the income and

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
11
expenditures of the Advertising Contribution received by BKC for BURGER KING restaurants located in the
U.S.A. The audit shall be conducted in accordance with the criteria established by BKC following
consultation with the Franchisee Advisory Council. The audit shall be at the sole cost of the Franchisee
Association unless (i) the audit discloses a misappropriation of funds or (ii) a discrepancy resulting from an
accounting error, which is in excess of three percent (3%) of the total annual Advertising Contribution
received by BKC, in either of which events BKC shall reimburse the Franchisee Association for the
reasonable costs of the audit. Only records of the past two fiscal years will be produced for the audit. The
results of the audit will be made available, on request, to Franchisee. Franchisee shall have no independent
right to audit, provided however, if no Franchisee Association exists, franchisees owning collectively at least
thirty percent (30%) or more of all BURGER KING franchisee-owned and operated restaurants in the U.S.A.
shall have the right to audit under the same terms and conditions set forth in this Section 9.F.

G. Alternative Method Of Payment

BKC may, at its option, require payment of the royalty or advertising and sales
contribution or both by making direct monthly withdrawals in the form of an electronic or similar funds
transfer in the appropriate amount(s) from Franchisee’s bank account. In the event that this option is
exercised, Franchisee agrees to execute and deliver to its bank and to BKC those documents necessary
to authorize such withdrawals and to make payment or deposit as directed by BKC. Franchisee further
agrees that it will not thereafter terminate such authorization so long as this Agreement is in effect.
Franchisee agrees that it will not close such bank account without prior notice to BKC and the establishment
of a substitute bank account permitting such withdrawals. Franchisee also agrees that in the event that a
direct electronic funds transfer or other withdrawal program is not available at the bank at which it currently
does its business, it will take all reasonable and necessary steps to establish an account at a bank which
does have such a program. In addition, BKC may require payment of Royalty, Advertising Contribution and
any other fees required to be paid pursuant to this Agreement using BKC’s internet web portal called “BK®
ePay”, or any other electronic or digital payment method that BKC may require in the future.

H. No Set Off

The Royalty and Advertising Contribution must be paid in full free of any
deductions or set-off whatsoever (except withhholding Tax if required to be withheld from the relevant
payment by applicable laws).

10. ACCOUNTING PROCEDURES: RIGHT OF AUDIT

A. Accounting

Franchisee agrees to keep true, accurate and complete records of its business in
such form as BKC now or hereafter may require and to furnish BKC with a monthly and fiscal year to date
profit and loss statement in the format prescribed by BKC. Franchisee shall also submit to BKC quarterly
balance sheets, the first of which shall be for the period ending three (3) months after the Franchised
Restaurant opens. All profit and loss statements and balance sheets should be prepared in accordance
with generally accepted accounting principles and shall be submitted to BKC within twenty-five (25) days
after the end of the period covered by the report. In addition, Franchisee shall retain for a period of at least
twenty-four (24) months and upon request submit to BKC copies of all state sales tax returns and all
supporting data and records relating to sales made at or from the Franchised Restaurant and such other
records as BKC may reasonably request from time to time. Franchisee shall also, upon request by BKC,
provide BKC with detailed, itemized documentation showing the actual cost of building or remodeling the
Franchised Restaurant.

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
12
 B. Annual Financial Statements

Within one hundred twenty (120) days after the close of each fiscal year,
Franchisee shall submit a full disclosure of all persons with any interest in the Franchised Restaurant and
a complete annual financial statement for the Franchised Restaurant, which statement, if requested by
BKC, shall be certified by a Certified Public Accountant.

C. Audits

Franchisee agrees that BKC or its representatives, at BKC's expense, shall, at all
reasonable times, have the right to examine or audit the books, records, state sales tax returns or accounts
of Franchisee. BKC shall similarly have the right to examine or audit the books, records, state sales tax
return or accounts of any and all persons or entities who are guarantors of the Franchisee’s performance
under this Agreement in those instances in which Franchisee has failed to make payments of the Royalty
or Advertising Contribution in a timely fashion or has otherwise defaulted under this Agreement. In the
event the audit discloses an understatement of Gross Sales for any period or periods, Franchisee shall,
within 15 days after receipt of the audit report, pay BKC the Royalty and Advertising Contribution (including
any ISP fee) in the amount of the understatement plus the late charge identified in Section 9.D. of this
Agreement from the date such payments were originally due. Additionally, in the event the audit discloses
an understatement of Gross Sales which exceeds two percent (2%) for any period or periods, Franchisee
shall, within fifteen (15) days after the receipt of the audit report, reimburse BKC for all costs of the audit
including travel, lodging and wages, reasonably incurred.

D. Release of Financial Information

Except as otherwise provided in any lease between BKC, or any of its Affiliates,
and Franchisee, BKC shall not release to third parties financial or operational information specifically
relating to Franchisee and/or the Franchised Restaurant without the consent of Franchisee unless
otherwise required to do so by judicial or administrative order. If BKC is required to disclose such
information, BKC shall use reasonable efforts to give Franchisee notice thereof. Notwithstanding the
foregoing however, BKC may 1) release general financial or operational information relating to the
BURGER KING System compiled in whole or in part from Franchisee and/or the Franchised Restaurant so
long as Franchisee and/or the Franchised Restaurant are not specifically identified, and 2) publish
operational metrics and scores of the Franchised Restaurant and its rank in comparison to other restaurants
in the BURGER KING System as long as the publication of the metrics, scores and rankings are distributed
only to other franchisees of BKC.

11. LIMITATIONS OF FRANCHISE

A. Trademarks, Trade Names, Service Marks and Trade Secrets

(1) Franchisee acknowledges that ownership of all right, title and interest to
the BURGER KING System and the BURGER KING Marks, are and shall remain vested solely in BKC and
Franchisee disclaims any right or interest therein or the good will derived therefrom. All good will associated
with the BURGER KING Marks is the sole property of BKC. Franchisee agrees that all materials loaned
or otherwise made available to it and all disclosures made to Franchisee and not to the general public by
or at the direction of BKC at any time before or during the Term of this Agreement relating to the BURGER
KING System, including, without limitation, the MOD Manual in its entirety, financial information marketing
strategy and marketing programs are to be considered trade secrets of BKC for purposes of this Agreement
and shall be kept confidential and used by Franchisee only in connection with the operation of the
Franchised Restaurant and other franchised BURGER KING Restaurants. Franchisee agrees not to
divulge any of the trade secrets to any person other than its employees and then only to the extent
necessary for the operation of the Franchised Restaurant and, specifically, that Franchisee will not, nor
permit anyone to, reproduce, copy or exhibit any portion of the MOD Manual or any other trade secrets of

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
13
BKC. At BKC's request, Franchisee shall require each Owner, and Managing Director to execute an
agreement similar in substance to this Section in a form acceptable to BKC and naming BKC as a third
party beneficiary with the independent right to enforce such agreement.

(2) Franchisee will not, directly or indirectly, at any time during the Term of
this Agreement or thereafter, do or cause to be done any act or thing disputing, attacking or in any way
impairing or tending to impair BKC's right, title or interest in the BURGER KING Marks or the BURGER
KING System. Franchisee shall immediately notify BKC of all infringements or imitations of the BURGER
KING Marks which come to Franchisee’s attention or challenges to Franchisee’s use of any of the BURGER
KING Marks, and BKC shall exercise absolute discretion in deciding what action, if any, should be taken.
Franchisee agrees to cooperate in the prosecution of any action to prevent the infringement, imitation,
illegal use or misuse of the BURGER KING Marks and agrees to be named as a party in any such action if
so requested by BKC. BKC agrees to bear the legal expenses incident to Franchisee’s participation in such
action, except for fees, expenses and other costs of Franchisee’s personal legal counsel if Franchisee
elects to be represented by counsel of its own choosing.

(3) Franchisee shall not use any of the BURGER KING Marks, any variations
or abbreviations, or any words confusingly similar to the BURGER KING Marks as part of Franchisee’s
corporate or partnership name.

(4) Unless otherwise required by this Agreement, Franchisee shall not use
any of the BURGER KING Marks, any variations or abbreviations, or any words confusingly similar to the
BURGER KING Marks on any website, or other electronic or social media or in or as part of any domain
name or electronic mail address.

B. Independent Contractor

Franchisee is an independent contractor and is not an agent, partner, joint

venturer, joint employer or employee of BKC, and no fiduciary relationship between the parties exists.
Franchisee shall be the sole and exclusive employer of its employees and is solely responsible for all
aspects of the employment relationship with its employees, with the sole right to hire, discipline, promote,
demote, transfer, discharge and establish wages, hours, benefits, employment policies, and other terms
and conditions of employment for its employees without consultation with or approval by BKC. Franchisee
shall have no right to bind or obligate BKC in any way nor shall Franchisee represent that it has any right
to do so. BKC shall have no control over the terms and conditions of employment of Franchisee’s
employees.

In all public records and in Franchisee’s relationship with other persons, on

stationery, business forms and checks Franchisee shall indicate independent ownership of the Franchised
Restaurant and that it is operated under a Franchise granted by BKC.

Franchisee shall exhibit at the Franchised Restaurant in such places as may be

designated by BKC, a notification that the Franchised Restaurant is operated by an independent operator
and not by BKC.

12. UNFAIR COMPETITION

Franchisee acknowledges the uniqueness of the BURGER KING System and that BKC is
making its knowledge, know-how and expertise available to it for the purpose of operating the Franchised
Restaurant. Franchisee agrees that it would be an unfair method of competition for Franchisee to use or
duplicate or to allow others to use or duplicate any of the knowledge, know-how and expertise received
from BKC for any use other than for the operation of franchised BURGER KING Restaurants. Franchisee,
therefore, warrants that during the Term of this Agreement, it will utilize its best and continuing efforts to
promote and develop the business at the Franchised Restaurant and during the Term hereof and at all

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
14
times thereafter will not directly or indirectly engage in the operation of any restaurant, other than the
Franchised Restaurant and other BURGER KING Restaurants franchised from BKC, which utilizes or
duplicates the BURGER KING System, any trade secrets of BKC, the BURGER KING Marks or the present
or any former BURGER KING Current Image.

13. INSURANCE; INDEMNIFICATION

A. Insurance

Franchisee shall procure, or cause to be procured, prior to the opening of the

Franchised Restaurant, and maintain, or cause to be maintained, in full force and effect from and following
the Commencement Date and during the Term of this Agreement, at the Franchisee’s expense, an
insurance policy or policies protecting Franchisee and BKC (and any other entity that BKC reasonably
requests) and their respective officers, directors, partners, agents and employees, against any loss, liability
or expense.

B. Specific Coverage

(1) Such policy or policies shall be written by an insurance company approved

in writing by BKC in accordance with the standards and specifications set forth by BKC in the MOD Manual
or otherwise in writing, and shall include, at a minimum (except as additional coverages and higher policy
limits that may reasonably be specified for BKC franchisees from time to time by BKC in the MOD Manual
or otherwise in writing), the following:

(i) commercial general liability insurance with a primary and excess

limit of not less than Five Million Dollars ($5,000,000) per occurrence inclusive of bodily injury, death,
personal injury, property damage, non-owned automobile, blanket contractual and products and completed
operations liability, with the annual aggregate liability limit to be maintained on the commercial general
liability insurance (which can be achieved through a combination of primary and excess annual aggregate
liability limits) based on the number of BURGER KING Restaurants owned by Franchisee and its Affiliates
as follows: (1) for 1-10 Restaurants, an annual aggregate liability limit of not less than Five Million Dollars
($5,000,000) per year, (2) for 11-50 Restaurants, an annual aggregate liability limit of not less than Ten
Million Dollars ($10,000,000) per year, and (3) for more than 50 Restaurants, an annual aggregate liability
limit of not less than Twenty Million Dollars ($20,000,000) per year. Such insurance shall name BKC and
any other entity that BKC acting reasonably requests as additional insureds. The addition of BKC and any
other entity as additional insureds must be effectuated through an endorsement to Franchisee’s insurance
policy which shall be effectuated through the following language: “BKC, its parent company, its officers,
employees, directors, and Affiliates”, without any language limiting coverage. For purposes of this Section
13(B)(1)(i) only, if the Managing Owner of Franchisee is the Managing Owner of another BURGER KING
franchisee, such franchisee shall be considered an Affiliate of Franchisee;

(ii) automobile liability insurance on all owned and/or leased vehicles,

with a combination of primary and excess limits of not less than One Million Dollars ($1,000,000.00);

(iii) “all risks” property insurance, (including business interruption

coverage with an indemnity period of at least 12 months), on the Premises and property of every description
and kind owned by Franchisee or for which Franchisee is legally liable, or which is installed by or on behalf
of Franchisee within the Premises including, without limitation, stock in trade, furniture, equipment,
partitions, trade fixtures and leasehold improvements, all in an amount not less than the full replacement
cost thereof. Such insurance shall name BKC and any other entity that BKC acting reasonably requests as
a loss payee as its interest may appear and shall include a waiver of subrogation in favor of BKC and any
other loss payee;

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
15
 (iv) broad form Boiler and Machinery insurance covering all boilers,
pressure vessels and HVAC equipment within the Premises in an amount not less than the full replacement
cost thereof. Such insurance shall name BKC and any other entity that BKC acting reasonably requests as
a loss payee as its interest may appear and shall include a waiver of subrogation in favor of BKC and any
other loss payee; and

(v) such other insurance and in such amounts as reasonably may be

required by BKC for its own and Franchisee’s protection.

(2) Franchisee’s obligation to obtain and maintain the foregoing policy or

policies in the amounts specified shall not be limited in any way by reason of any insurance which may be
maintained by BKC, nor shall Franchisee’s performance of that obligation relieve it of liability under the
indemnity provisions set forth in this Agreement. All insurance maintained by Franchisee shall be primary
and shall not call into contribution any insurance maintained by Franchisor.

C. Evidence of Insurance

From and following the Commencement Date, at BKC’s reasonable request,

evidence of insurance in the form of a certificate or certificates of insurance showing compliance with the
foregoing requirements shall be furnished by Franchisee to BKC or its designee. The evidence of insurance
shall include a statement that the policy or policies will not be cancelled or materially altered without at least
thirty (30) days prior written notice to BKC. Original or authenticated copies of all insurance policies shall
be submitted promptly to BKC upon BKC’s request, together with proof of payment therefor. All insurance
maintained by the Franchisee shall be with insurers with a minimum A. M. Best A(X) rating or Standard &
Poor’s Rating of A.

D. Worker's Compensation

Franchisee agrees to secure and pay premiums on a Worker's Compensation

policy covering himself and all his employees, as required by law.

E. Indemnity

(1) Franchisee is responsible for all losses or damages and contractual

liabilities to third persons arising out of or in connection with possession, ownership or operation of the
Franchised Restaurant, and for all claims or demands for damages to property or for injury, illness or death
of persons directly or indirectly resulting therefrom. Franchisee agrees to defend, indemnify and save BKC
and its subsidiaries, its Affiliates and parent companies harmless of, from and with respect to any such
claims, demands, losses, obligations, costs, expenses, liabilities, debts or damages, (including but not
limited to reasonable attorney's fees) unless resulting from the negligence of BKC. BKC's right to indemnity
under this Agreement shall arise and be valid notwithstanding that joint or concurrent liability may be
imposed on BKC by statute, ordinance, regulation or other law. The indemnification of BKC by Franchisee
shall not be limited by the amount of insurance required under Section 13.B. This indemnity obligation shall
include, but not be limited to, claims related to the employment of Franchisee’s employees. This obligation
of Franchisee to indemnify and defend BKC is separate and distinct from its obligation to maintain insurance
under the provisions of Section 13.A.

(2) Franchisee agrees to defend, indemnify and save BKC and BKC's officers,
directors, agents, employees, attorneys, and accountants, subsidiaries, Affiliates and parent companies,
harmless of, from and with respect to any claims, demands, losses, obligations, costs, expenses, liabilities,
debts or damages any of them may incur (including, but not limited to, reasonable attorney's fees) arising
from or relating to the sale of securities of Franchisee, including but not limited to claims, demands, losses,
obligations, costs, expenses, liabilities, debts or damages arising from or related to any alleged violation of
any federal or state securities law in connection with a sale of securities of Franchisee. BKC shall notify

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
16
Franchisee of any claims, and Franchisee shall be given the opportunity to assume the defense of the
matter. If Franchisee fails to assume the defense, BKC may defend the action in the manner it deems
appropriate, and Franchisee shall pay to BKC all costs, including attorneys’ fees, incurred by BKC in
effecting such defense, in addition to any sum BKC may pay by reason of any settlement or judgment
against BKC. BKC's right to indemnity under this Agreement shall arise and be valid notwithstanding that
joint or concurrent liability may be imposed on BKC by statute, ordinance, regulation or other law. BKC and
the other indemnitees shall, in all instances, have the right to be represented by counsel of its/their own
choosing, at Franchisee’s expense, and to participate in the defense of any such claim.

F. Defense of Claims

BKC shall notify Franchisee of any claims, and Franchisee shall be given the
opportunity to assume the defense of the matter; however, BKC shall have the right to participate in the
defense of any claim or action against it which is assumed by Franchisee, at BKC's own cost and expense.
If Franchisee fails to assume the defense of any claim covered by the indemnification provisions of Section
13.E., BKC may defend the action in the manner it deems appropriate, and Franchisee shall pay to BKC
all costs, including attorneys' fees, incurred by BKC in effecting such defense, in addition to any sum which
BKC may pay by reason of any settlement or judgment against BKC. No settlement of any claim against
BKC shall be made by Franchisee which is in excess of the amount of insurance referred to in Section 13.B
or which would subject BKC to liability in any amount not covered by such insurance without the prior written
consent of BKC. If the indemnifiable claim involves multiple franchisees and BKC reasonably determines
that consolidation of all such claims would be in the best interests of BKC and the affected franchisees,
including Franchisee (in which case any liability of Franchisee hereunder would be on a pro rata basis),
BKC shall have the right to defend the claim, action or demand by appropriate proceedings with sole power
to direct and control such defense with respect to BKC, and Franchisee shall pay to BKC a pro rata share
of all costs, including reasonable attorneys’ fees, incurred by BKC in effecting such defense and any
subsequent legal appeal, in addition to any sums which BKC may pay by reason of any settlement or
judgment against BKC.

14. TAXES

Franchisee shall pay when due all Taxes levied or assessed in connection with the
possession, ownership or operation of the Franchised Restaurant or in connection with amounts paid or
received under this Agreement, including without limitation any Indirect Tax (other than any Tax that is
measured by or related to the net income of BKC or to its corporate status in a state). If any such Tax shall
be paid by BKC, Franchisee shall promptly reimburse BKC the amount paid. In the event of any bona fide
dispute as to the liability for a Tax assessed against Franchisee, Franchisee may contest the validity or the
amount of the Tax in accordance with procedures of the Taxing Authority. Franchisee shall not permit a
tax sale or seizure against the Franchised Restaurant or equipment.

Notwithstanding the foregoing or anything else herein, the amount of all fees payable
pursuant to this Agreement by the Franchisee do not include Indirect Tax and, in the event Indirect Tax
applies on the fees payable pursuant to this Agreement, Franchisee will be responsible for such Indirect
Tax either (i) through payment of the Indirect Tax to BKC or (ii) if Franchisee is required by law to deduct
and pay the applicable Indirect Tax to the relevant Tax Authority, Franchisee will gross up the fees by the
applicable Indirect Tax and remit payment of the applicable Indirect Tax amount to the relevant Tax
Authority, without any deduction from fees payable under this Agreement. If there is an exemption in the
territory of the Franchised Restaurant for the application of Indirect Taxes to any payments made by
Franchisee to BKC or its designee, Franchisee will cooperate in good faith with BKC and take all reasonable
steps necessary to ensure that BKC or its designee will be eligible for such exemption, including by applying
for the exemption with the applicable Tax Authority.

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
17
 15. ASSIGNMENT: CONDITIONS AND LIMITATIONS

Any purported assignment or transfer not in full compliance with this Section 15 shall be
null and void and shall constitute a material breach of this Agreement, for which BKC may immediately
terminate without opportunity to cure pursuant to Section 18.A of this Agreement.

THE GOVERNING DOCUMENTS OF THE FRANCHISEE ENTITY AND THE PARENT,

IF APPLICABLE, MUST STATE THAT THE ENTITY'S SOLE BUSINESS ACTIVITY WILL BE THE
DEVELOPMENT AND OPERATION OF BURGER KING RESTAURANTS. IN ADDITION, THE
GOVERNING DOCUMENTS MUST MANDATE THE DESIGNATION OF A MANAGING OWNER AND
DESCRIBE THE MANAGING OWNER'S AUTHORITY, AS DEFINED IN THE GUIDELINES FOR
APPROVAL OF FRANCHISEE OWNERSHIP FRANCHISE ENTITY APPLICATIONS, TO BIND THE
FRANCHISEE ENTITY AND TO DIRECT ANY ACTIONS NECESSARY TO ENSURE COMPLIANCE
WITH A BURGER KING FRANCHISE AGREEMENT OR ANCILLARY AGREEMENT. NO AMENDMENTS
INCONSISTENT WITH THE GUIDELINES FOR APPROVAL OF FRANCHISEE OWNERSHIP
FRANCHISE ENTITY APPLICATIONS MAY BE MADE TO THE ARTICLES OF INCORPORATION, BY-
LAWS, PARTNERSHIP AGREEMENT, OR OTHER GOVERNING DOCUMENTS OF THE FRANCHISEE
ENTITY OR THE PARENT, IF APPLICABLE. EACH SUCH ENTITY MUST NOTIFY BKC, AND AT BKC'S
REQUEST PROVIDE COPIES, OF ANY AMENDMENTS TO ITS GOVERNING DOCUMENTS.

A. Transfer by Franchisee

Except with the prior written consent of an authorized officer of BKC, Franchisee
shall not (1) assign or pledge this Agreement, or assign any of Franchisee’s rights or delegate any of its
duties hereunder; or (2) sell, assign, transfer, convey, give away, pledge, mortgage, or otherwise encumber
any equity securities of Franchisee; or (3) sell, assign, transfer, convey or give away substantially all of the
assets of the Franchised Restaurant.

B. Transfer by Owners

Except with the prior written consent of an authorized officer of BKC, no Owner
shall sell, assign, transfer, convey, give away, pledge, mortgage, or otherwise encumber any direct or
indirect interest in Franchisee.

C. Transfer of Equity Securities

Equity securities of Franchisee may not be transferred by Franchisee or by any

Owner unless, in addition to obtaining the prior written consent of an authorized officer of BKC as required
above, such transferor complies with all policies or guidelines BKC may then have in effect for approval of
a proposed distribution of securities of franchisees. Franchisee and any other participants in any offering
of securities of Franchisee shall fully indemnify BKC in connection with such offering, as provided in Section
13.E(2) of this Agreement.

D. Pledging of Franchise Agreement

Notwithstanding any consent granted by BKC pursuant to Sections 15.A, B and C

above, neither Franchisee nor Owner shall pledge, mortgage, hypothecate, give as security for an obligation
or in any manner encumber this Agreement or the franchise granted herein except with the express written
consent of BKC given in connection with the execution of BKC's then current third party intercreditor
agreement. Franchisee shall pay BKC a transfer fee in the amount set forth as the Intercreditor Agreement
Transfer Fee on the Key Contract Data page for the costs and expenses incurred by BKC in connection
with facilitating the execution of the intercreditor agreement (the “Intercreditor Agreement Transfer Fee”).
This fee is in addition to the fees referenced in Section 15.F(8) of this Agreement.

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
18
 E. Notice of Proposed Transfer

The proposed transferor shall notify BKC in writing of any proposed transfer of an
interest referred to in Section 15.A or 15.B, as applicable, before the proposed transfer is to take place, and
shall provide such information and documentation relating to the proposed transfer as BKC may reasonably
require.

F. Conditions of Consent

BKC shall use reasonable efforts to provide consent of the proposed transfer, or
communicate to Franchisee, notice of disapproval, within ninety (90) days (for transactions involving less
than ten (10) restaurants the time frame shall be sixty (60) days) of receipt by BKC of Franchisee’s notice
of the proposed transfer and the furnishing of all reasonably requested information. BKC may condition its
consent to the proposed transfer of an interest referred to in Section 15.A or 15.B of this Agreement on
satisfaction of any or all of the following requirements:

(1) That all of Franchisee’s accrued monetary obligations and all other
outstanding obligations to BKC and its Affiliates, whether arising under this Agreement or otherwise, have
been satisfied;

(2) That Franchisee is not in default of any provision of this Agreement, any
amendment hereof or successor hereto, or any other agreement between Franchisee and BKC or its
Affiliates;

(3) That the transferee (or, if applicable, such owners of the transferee as BKC
may request), in BKC's sole judgment, satisfies all of BKC's business standards and requirements; has the
aptitude and ability to operate the Franchised Restaurant; and has adequate financial resources and capital
to do so; and that transferee complete and be approved through BKC's standard franchisee application and
selection process including satisfactorily demonstrating to BKC that transferee meets the financial,
character, managerial, ownership and such other criteria and conditions as BKC shall then be applying in
considering applications for new franchises, including transferee, and/or if applicable, Managing Owner and
Managing Director satisfactorily completing all BKC's training requirements;

(4) That the transferee, at BKC's election, consistent with then current BKC
policy, (a) enter into a written assignment, in a form satisfactory to BKC, assuming and agreeing to
discharge all of Franchisee’s obligations under this Agreement, or (b) execute, for a term ending on the
Expiration Date of this Agreement, BKC's then-current BURGER KING Restaurant Franchise Agreement
applicable to such transferee and such other ancillary agreements as BKC may require for the Franchised
Restaurant; provided, however, that the royalty and advertising contribution rates shall be the same as
stated herein. If the transferee is required to execute a new franchise agreement, such agreement shall
supersede this Agreement in all respects;

(5) That the transferee (or, if applicable, such owners of the transferee as BKC
may request) meet all of the BKC requirements then applicable to ownership of franchises and execute a
guarantee of the performance of Franchisee’s obligations to BKC and BKC's Affiliates. For the purposes
of determining compliance, BKC shall have the right to examine and approve the form and content of all
governing documents;

(6) That the Franchisee and each transferor execute a general release, in a
form satisfactory to BKC, of any and all claims against BKC, its Affiliates, and their respective officers,
directors, agents, and employees, in their corporate and individual capacities;

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
19
 (7) That the transferee (or, if applicable, the owners of the transferee and its
Restaurant Managers and proposed Managing Director), at the transferee's expense, complete any
applicable orientation and training programs then required by BKC;

(8) That the transferor pay the Transferor Transfer Fee set forth on the Key
Contract Data page in consideration of BKC's expenses in reviewing the proposed transfer (the “Transferor
Transfer Fee”). In the event the transferee is not an existing approved BURGER KING franchisee,
Franchisee seller shall pay BKC a New Franchisee Training Fee in the amount set forth as the New
Franchisee Training Fee on the Key Contract Data page in connection with the transfer of the first restaurant
involved in the transaction (the “New Franchisee Training Fee”);

(9) Approval by BKC of the terms of the contract of sale which impact the sufficiency of cash flow from
the business after payment of debt service to provide for, among other things, any needed repairs to or
remodeling of the Franchised Restaurant.

G. Consent to Transfer

If BKC does not accept the offer under Section 16.A below, Franchisee may
conclude the sale to the purchaser who made the offer provided BKC's consent to the assignment or sale
of stock be first obtained, which consent will not be unreasonably withheld upon compliance with the
conditions imposed by BKC on such assignments or sales. Conditions may include, but are not limited to,
the conditions set forth in Section 15.F above.

H. Continuing Liability

In the event of a sale, transfer, or assignment of any interest in this Agreement or

the Franchised Restaurant, or merger, consolidation or reorganization of Franchisee or a transfer of all or
any part of an Owner's interest in the Franchised Restaurant, Franchisee and/or the Owner (hereinafter
collectively “Transferor”) shall remain personally liable for all Royalty, Advertising Contribution and other
payments which come due during the periods of time hereinafter described, in accordance with the following
criteria:

(1) If Transferor has transferred Transferor's interest pursuant to a contract of

sale which provides that installment payments of the purchase price are to be made to the Transferor or
the Transferor's designee, the liability of the Transferor will continue for the longer of (i) twelve (12) months
from the date of the transfer, or (ii) such time as the payments are to be made, including any extensions;
provided, however, that after the first anniversary of such transfer, the liability of the Transferor shall be
limited to the total amount of the original installment payments to be made under the contract for sale or
other instrument evidencing the debt. If the holder of the note or other evidence of debt deems the
obligation satisfied, Transferor will simultaneously be released from liability to BKC under this Agreement
for Royalty and Advertising Contributions. Any contract for sale which provides for installment payments
shall provide that such payments are subordinate to the payment of Royalty and Advertising Contributions
called for in this Agreement and that the note or other evidence of the obligation shall not be assignable by
the holder or payee.

(2) If Transferor has transferred Transferor's interest pursuant to a contract of

sale which provides for cash payment in full, upon transfer of the entire purchase price, the Transferor's
liability shall continue for a period of twelve (12) months from the date of the transfer, and shall be limited
to the amount of Royalty and Advertising Contributions which accrued during such period and are not paid
by Transferee. Upon payment of such amount, Transferor shall be automatically released for any
continuing liability under this Agreement for Royalty and Advertising Contributions.

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
20
 I. Right of Re-Entry

Following a transfer of all of Franchisee's interest, in the event BKC seeks to

enforce continuing liability pursuant to Section 15.H above, the immediately preceding transferor of an
interest in the franchise against whom liability is sought, will be afforded an opportunity to cure the default
and the right to reassume the position of franchisee under the terms of this Agreement provided all of the
following conditions have been met:

(1) At the time of transfer, the transferor must have been in good standing
with BKC in accordance with the operational criteria then in effect for Franchise Approval;

(2) At the time of proposed re-entry, the transferor must be in good standing
and be able to satisfy BKC's then current Franchise Approval Criteria and Expansion Approval Criteria and
deliver to BKC appropriate application forms and such other documents and agreements as BKC may
reasonably require evidencing the assumption by transferor of the rights and obligations under the
remaining term of the Franchise Agreement;

(3) At the time of re-entry, BKC shall be paid, in full, all sums past due and
owing under this Franchise Agreement and any agreement related to the Franchised Restaurant, as well
as any past due sums related to products or supplies sold by BKC for use in the Franchised Restaurant,
including without limitation, any pre- and post-petition amounts due from any franchisee with regard to the
Franchised Restaurant which is the subject of a proceeding under the United States Bankruptcy Code or
any similar law affecting the rights of creditors generally;

(4) Transferor must take possession of and acquire control and dominion over
substantially all of the tangible real and personal property associated with the operation of the Franchised
Restaurant.

J. Notices to Transferor

During the period of time in which transferor remains liable pursuant to Section
15.H above, BKC shall use reasonable efforts to send simultaneous copies of notices of default under this
Franchise Agreement to transferor. Transferor shall use reasonable efforts to send simultaneous copies
of notices of default under any installment payment due to transferor from transferee. Failure of either party
to provide copies of the notices of default shall not be an event of default under the terms of this Franchise
Agreement. Transferor shall be afforded the same opportunity to cure as is set forth in the Notice of Default.

K. Acquisition of Additional Franchises

In addition, Franchisee agrees that, prior to acquiring any other BURGER KING
Restaurant franchise which may be offered to him for sale or which he may offer to purchase, such franchise
will first be offered to BKC on the same terms, conditions and price in accordance with Section 16.

L. Death or Mental Incapacity

Upon the death or mental incapacity of an Owner, the executor, administrator, or

personal representative of such Owner shall transfer the Owner's interest in Franchisee or the Parent to a
third party approved by BKC within a reasonable time after the Owner's death or mental incapacity. Such
transfers, including, without limitation, transfers by devise or inheritance, shall be subject to BKC's right of
first refusal under Section 16, or, if such right is not exercised, the same conditions as may be imposed on
any inter vivos transfer under this Section 15. In the case of transfer by devise or inheritance, if the heir is
not approved or there is no heir, the executor shall use best efforts to transfer the Owner's interest to
another party approved by BKC within twenty-four (24) months from the date of the Owner's death. If the

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
21
conveyance of the Owner's interest to a party acceptable to BKC has not taken place within the twenty-four
(24) month period, BKC shall have the option, to purchase the Owner's interest at fair market value.

M. No Waiver

BKC's consent to a transfer shall not constitute a waiver of any claims it may have
against the transferring party, nor shall it be deemed a waiver of BKC's right to demand exact compliance
with any of the terms of this Agreement by the transferor or transferee.

16. RIGHT OF FIRST REFUSAL

A. In the event Franchisee or the Owners wish to accept a bona fide offer from a third
party to purchase the Franchised Restaurant, or any portion thereof or interest therein, or any of the voting
stock of Franchisee, Franchisee shall give BKC written notice setting forth the name and address of the
prospective purchaser, the price and terms of the offer together with a franchisee application completed by
the prospective purchaser, a copy of the Purchase and Sale Agreement, executed by both Franchisee and
purchaser, and all exhibits, copies of any real estate purchase agreement or agreements, proposed security
agreements and related promissory notes, assignment documents, title insurance commitment and any
other information that BKC may request in order to evaluate the offer. BKC, its subsidiary or Affiliates
(herein collectively “BKC”) shall then have the prior option to purchase the interests covered by the offer at
the price and upon the same terms of the offer. If the consideration is not money, the purchase price shall
be cash equal to the fair market value of the consideration. BKC shall have twenty (20) business days,
excluding weekends and federal holidays, after receipt of the notice of offer and the furnishing of all
reasonably requested information within which to notify Franchisee or the Owners, as applicable, of BKC's
intent to exercise its right hereunder. Silence on the part of BKC shall constitute rejection. If the proposed
sale includes assets of Franchisee not related to the Franchised Restaurant, or the operation of other
franchised BURGER KING Restaurants, BKC may, at its option, elect to purchase only the assets related
to the operation of franchised BURGER KING Restaurants and an equitable purchase price shall be
allocated to each asset included in the proposed sale. A bona fide offer from a third party includes any
transfer, conveyance, assignment, consolidation, merger or any other transaction in which legal or
beneficial ownership of Franchised Restaurant or the franchise granted by this Agreement is vested in a
party other than Franchisee.

B. The election by BKC not to exercise its right of first refusal as to any offer shall not
affect its right of first refusal as to any subsequent offer.

C. Any sale, attempted sale, assignment or other transfer of the interests described
in Section 16.A. without first giving BKC the right of first refusal described above shall be void and of no
force and effect.

17. OPTION TO OBTAIN SUCCESSOR FRANCHISE AGREEMENT

Franchisee shall have, exercisable on the Expiration Date of the Term of this Agreement,
an option to obtain a Successor BURGER KING Franchise Agreement (“Successor Franchise Agreement”)
for a term of twenty (20) years, provided that:

A. Franchisee has given BKC written notice (“Notice”) of its intention to exercise its
Option to Obtain a Successor Franchise Agreement during the fourth year prior to the expiration of the
Term of this Agreement.

B. Franchisee, at the time of the Notice and at the time of the expiration of the Term
of this Agreement, is not in default of and has substantially complied with the terms and conditions of this
Agreement and all other franchise agreements or other agreements with BKC that Franchisee, Managing

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
22
Owner or Owners may be a party to consistently and throughout its Term, including but not limited to the
following:

(1) Franchisee has operated the Franchised Restaurant in accordance with

the terms and conditions of this Agreement, including, but not limited to, operating the Franchised
Restaurant in compliance with the operating standards and specifications established from time to time by
BKC as to quality of service, cleanliness, health and sanitation;

(2) Franchisee has satisfied, in a timely fashion, all financial obligations in

accordance with the terms and conditions of this Agreement;

(3) Franchisee has maintained, improved, altered, replaced and remodeled

the Franchised Restaurant including without limitation the Building, Premises, signs and equipment
throughout the Term of this Agreement in accordance with the terms and conditions of this Agreement.

(4) Franchisee shall have completed, not more than three (3) years and not
less than three (3) months prior to the expiration of the Term of this Agreement, the Improvements,
alterations, remodeling or rebuilding of the interior and exterior of the Franchised Restaurant so as to reflect
the then Current Image of BURGER KING Restaurants, pursuant to such plans and specifications as BKC
reasonably approves.

(5) Execution by Franchisee of a general release of BKC in a form satisfactory

to BKC.

(6) Franchisee meets all then current financial ratios BKC uses to evaluate
new franchisees for financial approval.

C. Within one hundred and twenty (120) days after receipt of the Notice, BKC shall
advise Franchisee in writing if Franchisee is not eligible to obtain a Successor Franchise Agreement,
specifying the reasons for such ineligibility, and identifying whether such deficiencies are capable of cure.
Between the date of the Notice and the Expiration Date of the Term of this Agreement, if any act,
circumstance or omission causes Franchisee to become ineligible to obtain a Successor Franchise
Agreement then BKC shall advise Franchisee in writing thereof, specifying the deficiency and identifying a
cure period if applicable.

D. Franchisee has the right to remain in possession of the Premises for the term of
the Successor Franchise Agreement;

E. Franchisee shall execute the applicable form of the then current Successor
Franchise Agreement, which may differ from this Agreement as to royalty, advertising contributions and
ownership requirements, as well as other terms and conditions. Franchisee shall, upon execution of the
Successor Franchise Agreement, pay to BKC the then current initial franchise fee.

18. DEFAULT AND EFFECT OF TERMINATION

A. Default

If an act of default hereunder is committed by Franchisee, and Franchisee fails to

cure the default after any required notice and within the cure period applicable, BKC may, at its option and
without prejudice to any other rights or remedies provided for hereunder or by law, terminate this Franchise
Agreement by written notice or otherwise. The applicable cure period shall be as described below but, if a
cure period is not specifically mentioned, it shall be thirty (30) days. In some cases, as identified below, no
cure period is allowed and no notice may be required. If any applicable law or rule requires a longer notice
period or a longer cure period than that provided herein, then the period required under the law or rule shall

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
23
be substituted for the requirements herein. The following are material acts of default and shall be good
cause for termination:

(1) Franchisee fails to operate the Franchised Restaurant in accordance with

the operating standards and specifications established from time to time by BKC as to service, cleanliness,
health and sanitation. Franchisee shall have five (5) days after notice to cure the default. In the event that
such default is deemed by BKC, in its reasonable discretion, to be of a nature so serious as to threaten the
immediate safety or health of customers or employees of Franchisee, then, in such case, Franchisee will,
after verbal notice from BKC to Franchisee, immediately cease operation of the Franchised Restaurant until
such time as the serious health or safety default is rectified to BKC’s satisfaction. Failure to close the
Franchised Restaurant under these circumstances shall be an act of default. If this act of default shall
occur, BKC shall have the right to immediately terminate this Agreement, such termination to be effective
immediately and with no opportunity to cure.

(2) Franchisee sells any product which does not conform to BKC's
specifications. Franchisee shall have five (5) days after notice to cure the default.

(3) Franchisee fails to sell products designated by BKC as required to be sold

in the Franchised Restaurant. Franchisee shall have five (5) days after notice to cure the default, provided,
however, if for reasons beyond the control of Franchisee, Franchisee is unable to obtain such products
within the cure period, the default cure period shall be extended for a reasonable period of time provided
Franchisee initiates and actively pursues substantial and continuing action within the cure period to cure
such default.

(4) Franchisee sells products not approved by BKC. Franchisee shall have
five (5) days after notice to cure the default.

(5) Franchisee uses equipment, uniforms or decor not approved by BKC.

(6) Franchisee fails to maintain the Franchised Restaurant in good condition

and repair, or fails to make all Improvements, alterations or remodelings as may be determined by BKC to
be reasonably necessary to reflect the Current Image as provided in Section 5.B. of this Agreement, as and
when required.

(7) Franchisee fails to pay when due any Royalty or Advertising Contribution
required to be paid under this Agreement. Franchisee shall have ten (10) days after notice to cure the
delinquency.

(8) Franchisee (i) fails to submit any information required by Section 10 of this
Agreement (“Accounting Procedures”) or (ii) submits a financial statement or other sales report which
understates Gross Sales. If Franchisee submits a financial statement or other sales report which
understates Gross Sales in an amount which exceeds two percent (2%) for any period or periods, BKC
shall have the right to terminate this Agreement, such termination to be effective upon notice to Franchisee
and with no opportunity to cure.

(9) Franchisee abandons the franchise relationship without the prior consent
of BKC at any time during the Term of this Agreement. Franchisee shall have five (5) days after notice to
cure the default. The cessation of operation of the Franchised Restaurant on the Premises other than with
the consent of BKC, whether the Premises remain vacant or are converted to another use, shall be
considered abandonment of the franchise relationship provided, however, that the Franchised Restaurant
shall not be deemed abandoned if the cessation is due to circumstances beyond Franchisee’s reasonable
control (such as lack of electrical power, weather conditions, earthquakes, strikes and the like) and
Franchisee diligently undertakes to resume operations after the reason for such cessation has been abated.

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
24
 (10) Franchisee ceases to occupy the Premises. Franchisee shall have five
(5) days after notice to cure the default. If the loss of possession is the result of governmental exercise of
eminent domain, Franchisee may, with BKC's consent and subject to availability, relocate to other premises
in the same market area for the balance of the Term of this Agreement.

(11) Franchisee files a petition or application seeking any type of relief under
the Bankruptcy Code or any state insolvency or similar law, or someone files a petition or application
seeking to have Franchisee adjudicated a bankrupt, or seeking other relief against Franchisee under the
Bankruptcy Code or any state insolvency or similar law and the petitioner application is not dismissed within
ninety (90) days after it is filed. Subject to the applicable law, this Agreement shall terminate without notice
or cure period upon the occurrence of this act of default as if that date were the Expiration Date and
Franchisee expressly and knowingly waives any rights that it may have under the provisions of the
Bankruptcy Code and consents to the termination of this Agreement or any other relief which may be sought
in a Complaint filed by BKC to lift the provisions of the automatic stay of the Bankruptcy Code. Additionally,
Franchisee agrees not to seek an Injunctive Order from any court in any jurisdiction relating to insolvency,
reorganization or arrangement proceedings which would have the effect of staying or enjoining this
provision.

(12) Franchisee admits in writing its inability to pay its debts as they mature or
makes an assignment for the benefit of creditors, or a receiver (permanent or temporary) for any part of its
property is appointed by a court of competent authority. If this act of default shall occur, BKC shall have
the right to immediately terminate this Agreement without notice or cure period.

(13) A final judgment against Franchisee (including a final judgment in favor of

BKC or any Affiliate of BKC) remains unsatisfied of record for thirty (30) days (unless a supersedeas or
other appeal bond has been filed), or if a levy of execution is made upon the franchise granted by this
Agreement or upon any property used in the Franchised Restaurant, and said levy it is not discharged
within five (5) days of said levying.

(14) Conviction of either Franchisee or the Managing Owner in a court of

competent jurisdiction of (i) an indictable offense punishable by a term of imprisonment in excess of one
(1) year, (ii) any offense, regardless of how punishable, for which a material element is fraud, dishonesty
or moral turpitude, or (iii) any other crime or offense arising from or related to the operation of the Franchised
Restaurant, other franchised BURGER KING Restaurants, the BURGER KING Restaurant business of the
Franchisee or any other business of the Franchisee or Managing Owner that BKC believes is reasonably
likely to have an adverse effect on the BURGER KING System, the BURGER KING Marks, or the good will
associated therewith in the geographical area where the Franchised Restaurant is located. If this act of
default shall occur, BKC shall have the right to terminate this Agreement, such termination to be effective
upon notice to Franchisee and with no opportunity to cure.

(15) Franchisee or any Owner uses or duplicates the BURGER KING System
or engages in unfair competition in violation of Section 12 of this Agreement or discloses any trade secrets
of BKC in violation of Section 11.A(1) of this Agreement. If this act of default shall occur, BKC shall have
the right to terminate this Agreement, such termination to be effective upon notice to Franchisee but with
no opportunity to cure.

(16) Franchisee denies BKC the right to inspect the Franchised Restaurant or
to audit the sales and accounting records of the Franchised Restaurant.

(17) Conduct by Franchisee, the Managing Owner or the Managing Director

which is deleterious to or reflects unfavorably on Franchisee or the BURGER KING Restaurant System by
exhibiting a reckless disregard for the physical and mental well being of employees, customers, BKC
representatives or the public at large including, but not limited to, battery, assault, sexual harassment or
other forms of threatening, outrageous, willfully discriminatory or unacceptable behavior. An act of default

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
25
under this Section 18.A.(17) does not require any criminal action to be brought against Franchisee. If this
act of default shall occur, BKC shall have the right to terminate this Agreement, such termination to be
effective upon notice to Franchisee and with no opportunity to cure.

(18) Failure by Franchisee to make prompt payment of undisputed bills,

invoices or statements from suppliers of goods or services to the Franchised Restaurant and lenders,
landlords or other vendors of the Franchisee. Franchisee shall have sixty (60) days after notice to cure the
default.

(19) Any sale, assignment, merger or transfer in violation of Sections 15 or 16

of this Agreement including without limitation, a change of control of Franchisee which occurs by means of
a tender offer for publicly-traded securities of Franchisee or at the direction of a receiver or trustee in
bankruptcy. If this act of default shall occur, BKC shall have the right to terminate this Agreement effective
upon notice to Franchisee without opportunity to cure. Failure by Franchisee to effect a transfer of an
Owner’s interest in accordance with Section 15.L. of this Agreement shall be a transfer in violation of Section
15 for purposes of this Section 18.A.(19).

(20) Franchisee, without the written consent of BKC, enters into a management
agreement or consulting arrangement relating to the Franchised Restaurant.

(21) Failure to restore the Franchised Restaurant after damage or destruction

as provided in Section 7 of this Agreement.

(22) The submission by Franchisee, Managing Owner, or Owners of any

application and/or management commitment form and/or other form or report which contains any false or
misleading material statement or omits any material fact. If this act of default occurs, BKC shall have the
right to terminate this Agreement, such termination to be effective upon notice to Franchisee but with no
opportunity to cure.

(23) Repeated breaches of provisions of this Agreement. If BKC intends to

terminate this Agreement under this Section 18.A.(23), BKC shall provide notice to Franchisee that BKC
considers that Franchisee has repeatedly breached this Agreement, and that BKC intends to terminate this
Agreement if Franchisee breaches the Agreement at any time after said notice. If Franchisee after receiving
such notice, subsequently breaches this Agreement in any manner, BKC shall have the right to terminate
this Agreement upon notice with no further opportunity to cure.

(24) The acquisition of an interest in a restaurant business in violation of

Section 19 of this Agreement.

(25) Failure by Franchisee to conduct the business of the Franchised

Restaurant in compliance with all laws and regulations as required under Section 21.C.(3) of this
Agreement.

(26) Failure by Franchisee to comply with any other provisions of this

Agreement or, the lease for the Premises or any other agreement relating to the Franchised Restaurant.
Franchisee shall have sixty (60) days after notice to cure the default.

(27) Any false or misleading representation of Franchisee or the Owners with

respect to the Franchise Entity Application (including, without limitation, any representation regarding the
uses of equity capital raised pursuant to the Franchise Entity Application) or Franchisee or any Owner fails
in any undertaking pursuant to the Franchise Entity Application. If this act of default shall occur, BKC shall
have the right to terminate this Agreement, effective immediately upon notice to Franchisee and without
opportunity to cure.

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
26
 (28) The insurance required herein is cancelled or is threatened to be
cancelled. Franchisee shall have five (5) days after notice to cure the default.

The failure of BKC to terminate this Agreement upon the occurrence of one or
more acts of default will not constitute a waiver or otherwise affect the right of BKC to terminate this
Agreement because of a continuing or subsequent failure to cure one or more of the aforesaid acts of
default or any other default.

B. Effect of Termination

(1) Upon termination or expiration of this Agreement, Franchisee’s right to use

the BURGER KING Marks and the BURGER KING System shall terminate. Franchisee shall not thereafter
identify itself as a BURGER KING franchisee or publicly identify itself as a former BURGER KING
franchisee or use any of BKC's trade secrets, promotional materials, the BURGER KING Marks or any mark
confusingly similar, nor shall Franchisee disclose any of BKC's trade secrets. Upon termination or
expiration of this Agreement, Franchisee will immediately return to BKC the MOD Manual loaned to it,
together with all other material containing trade secrets.

(2) Franchisee grants to BKC, upon termination or expiration of this

Agreement, the option to purchase all usable paper goods, containers and printed menus bearing the
BURGER KING Marks at Franchisee’s cost, and to purchase the restaurant equipment, furniture, fixtures
and signs at fair market value.

(3) If the parties do not enter into a Successor Franchise Agreement,

Franchisee agrees to immediately upon termination or expiration of this Agreement, make such removals
or changes in signs and the Building as BKC shall request, so as to effectively distinguish the Building and
Premises from its former appearance and from any other BURGER KING Restaurant. In the event
Franchisee fails to make the changes, Franchisee consents to BKC entering the Building and Premises to
make non-structural changes at Franchisee’s expense.

(4) In the event of termination for any default of Franchisee, any damage
suffered by BKC shall be a lien in favor of BKC against the personal property, machinery, fixtures and
equipment owned by Franchisee on the Premises at the time of default.

(5) The foregoing shall be in addition to any other rights or remedies of BKC
that exist under statute, regulation or common law.

19. RESTRICTIVE COVENANT

Franchisee covenants and agrees for itself, its parent, subsidiaries and Affiliates that during
the Term of this Agreement they will not own, operate or have any interest in any hamburger business
except other franchised BURGER KING Restaurants. Franchisee further covenants and agrees that for a
period of one (1) year after any sale, assignment, transfer, termination or expiration of this Agreement,
these entities will not own, operate or have any interest in any hamburger business, except other franchised
BURGER KING Restaurants, either at or within two (2) miles of the Premises. At BKC's request, Franchisee
shall require each Owner, and Managing Director to execute an agreement similar in substance to this
Section in a form acceptable to BKC and naming BKC as a third party beneficiary with the independent
right to enforce such agreement.

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
27
 20. RESOLUTION OF DEVELOPMENT DISPUTES

A. Non-Binding Mediation

BKC and Franchisee agree that they shall attempt to resolve any dispute
(“Development Dispute”) that arises out of a decision by BKC to develop or authorize development of a new
restaurant (“Development Decision”), by negotiation between Franchisee and representatives of BKC who
have authority to settle the Development Dispute. The BKC representative shall be at a higher level of
management than the person with direct responsibility for the initial Development Decision. If the matter
has not been resolved within Thirty (30) days of referral of the Development Dispute to the BKC
representative for negotiation, BKC and Franchisee shall attempt to settle the Development Dispute by non-
binding mediation. The mediation procedure to be followed by the parties shall be set forth in BKC's then
current Procedures for Resolving Development Disputes (the “Procedures”).

B. Binding Dispute Resolution

The Procedures shall also set forth a binding dispute resolution process which may
be initiated pursuant to the Procedures at the sole election of Franchisee in the event the dispute is not
resolved through the mediation process. Subject to modifications made pursuant to Section 20.C. below,
the Procedures shall remain valid and enforceable by Franchisee and BKC for the Term of this Agreement.

C. Modification of Procedures

The terms and conditions of the Procedures shall not be materially modified by
BKC without the express written approval of the Franchisee Advisory Council.

D. Institution of Legal Proceedings

Franchisee shall not institute any legal or administrative proceeding for claims
arising out of a Development Decision without first attempting to resolve the Development Dispute through
negotiation and non-binding mediation. If the Development Dispute has not been resolved through
negotiation or mediation pursuant to Sections 20.A and Franchisee has not timely elected the optional
binding dispute resolution pursuant to 20.B above, either party may initiate litigation.

21. MISCELLANEOUS: GENERAL CONDITIONS

A. Interpretation

The Introduction and the addenda and amendments checked on the page entitled
“List of Attachments” at the beginning of this document shall be considered a part of this Agreement.
Section captions are used only for convenience and are in no way to be construed as part of this Agreement
or as a limitation of the scope of the particular Sections to which they refer. Words of any gender used in
this Agreement shall include any other gender, and words in the singular shall include the plural, where the
context requires.

B. Non-Waiver

The failure of BKC to exercise any right or option given to it under this Agreement,
or to insist upon strict compliance by Franchisee with the terms and conditions of this Agreement shall not
constitute a waiver of any terms or conditions of this Agreement with respect to any other or subsequent
breach, nor a waiver by BKC of its right at any time thereafter to require exact and strict compliance with
the terms and conditions of this Agreement. The rights or remedies set forth in this Agreement are in
addition to any other rights or remedies which may be granted by law.

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
28
 C. Governing Law, Forum and Compliance

(1) This Agreement shall become valid when executed and accepted by BKC.
The parties agree that it shall be deemed made and entered into in the State of Florida and shall be
governed and construed under and in accordance with the laws of the State of Florida.

(2) Franchisee and BKC acknowledge and agree that the U.S. District Court
for the Southern District of Florida, or if such court lacks jurisdiction, the 11th Judicial Circuit (or its
successor) in and for Miami-Dade County, Florida, shall be the venue and exclusive proper forum in which
to adjudicate any case or controversy arising either, directly or indirectly, under or in connection with this
Franchise Agreement except to the extent otherwise provided in this Agreement and the parties further
agree that, in the event of litigation arising out of or in connection with this Agreement in these courts, they
will not contest or challenge the jurisdiction or venue of these courts.

(3) Anything in this Agreement to the contrary notwithstanding, Franchisee

shall conduct its business in a lawful manner and faithfully comply with applicable laws or regulations of the
United States and the state, city or other political subdivision in which the Franchised Restaurant is located.

D. Severability

BKC and Franchisee agree that if any provision of this Agreement may be
construed in two ways, one of which would render the provision illegal or otherwise voidable or
unenforceable and the other of which would render the provision valid and enforceable, such provision shall
have the meaning which renders it valid and enforceable. The language of all provisions of this Agreement
shall be construed according to its fair meaning and not strictly against BKC or Franchisee. It is the desire
and intent of BKC and Franchisee that the provisions of this Agreement be enforced to the fullest extent,
and should any provision be invalid or unenforceable under Florida law, but valid under the laws of the state
where the Franchised Restaurant is located, the provision shall be governed by the law of that state. In the
event any court shall determine that any provision in this Agreement is not enforceable as written, BKC and
Franchisee agree that the provision shall be amended so that it is enforceable to the fullest extent
permissible under the laws of the jurisdiction in which enforcement is sought. The provisions of this
Agreement are severable and this Agreement shall be interpreted and enforced as if all completely invalid
or unenforceable provisions were not contained in the Agreement, and partially valid and enforceable
provisions shall be enforced to the extent that they are valid and enforceable.

E. Notices

(1) All notices to BKC shall be in writing and shall be delivered or sent by
registered or certified mail, postage fully prepaid, addressed to it at its offices at P.O. Box 020783, General
Mail Facility, Miami, Florida 33102-0783, Attention: General Counsel, or at such other address as BKC shall
from time to time designate in writing.

(2) All notices to Franchisee shall be in writing and shall be hand delivered or
sent by registered or certified mail or telegraph, addressed to Franchisee at the Franchised Restaurant or
Franchisee’s last designated in writing mailing address.

(3) Notices shall be deemed delivered on the earlier of actual receipt or the
third (3rd) day after being deposited in the U.S. Mail.

F. Modification

This Agreement may only be modified or amended by a written document executed

by BKC and Franchisee.

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
29
 G. Binding Effect

This Agreement shall be binding upon the parties and their successors or assigns.

H. Survival

Any provisions of this Agreement, including but not limited to the insurance and
indemnification provisions of Section 13, which impose an obligation after termination or expiration of this
Agreement shall survive the termination or expiration of this Agreement and be binding on the parties.

I. Attorney's Fees

In any litigation to enforce the terms of this Agreement, all costs and all attorney's
fees (including those incurred on appeal) incurred as a result of the legal action shall be paid to the
prevailing party by the other party.

J. Entire Agreement

This Agreement, including the Key Contract Data page to this Agreement, together
with the Target Reservation Agreement, Franchise Application, Capitalization Plan, the Franchise Entity
Application, the Owner’s Guaranty, and Contribution Agreement, if applicable, submitted by Franchisee to
BKC upon which BKC is relying in granting this franchise, constitute the entire agreement of the parties and
supersedes all prior agreements, negotiations, commitments, representations and undertakings of the
parties with respect to the subject matter of this Agreement. Nothing in this Section, however, is intended
to disclaim any representations BKC made in the Franchise Disclosure Document that it furnished to
Franchisee.

K. Assignment

BKC shall have the right to transfer or assign all or any part of its rights or
obligations under this Agreement to any person or legal entity. With respect to any assignment which results
in the subsequent performance by the assignee of all of BKC’s obligations under this Agreement, the
assignee shall expressly assume and agree to perform such obligations, and shall become solely
responsible for all obligations of BKC under this Agreement from the date of assignment.

22. DEFINITIONS

In this Agreement, the following terms, phrases and expressions shall have the following
meanings:

“Accounting Procedures” has the meaning set forth in Section 18.A.(8).

“Activities” has the meaning set forth in Section 4.

“Additional Digital System(s)” has the meaning set forth in Section 5.D.(4).

“Additional Ordering System(s)” has the meaning set forth in Section 5.D.(3).

“Advertising Contribution” has the meaning set forth in Section 9.B.(i).

“Affiliate” means any Person which directly or indirectly Controls, is Controlled by, or is under common
Control with another Person.

“Agreement” has the meaning set forth in the Preamble.

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
30
“BKC” has the meaning set forth in the Preamble.

“Building” has the meaning set forth in Section 1.

“BURGER KING Marks” has the meaning set forth in the Introduction.

“BURGER KING Restaurants” has the meaning set forth in the Introduction.

“BURGER KING System” has the meaning set forth in the Introduction.

“Commencement Date” means the date that the Franchised Restaurant opens for business as set forth on
the Key Contract Data page.

“Continuing Operations Training” has the meaning set forth in Section 8.A.

“Control” or “Controlled” means the direct or indirect ownership, whether by ownership of securities,
contract, proxy or otherwise, of shareholding or contractual rights of a Person that assures (i) the majority
of the votes in the resolutions of such Person, or (ii) the power to appoint the majority of the managers or
directors of such Person, or (iii) the power to direct or cause the direction of the management or policies of
such Person, and the related terms “Controlled by” “Controlling” or “under common Control with” shall be
read accordingly.

“Current Image” has the meaning set forth in Section 5.B.(2).

“Development Decision” has the meaning set forth in Section 20.A.

“Development Dispute” has the meaning set forth in Section 20.A.

“DMA’s” has the meaning set forth in Section 9.B.(iv).

“Expiration Date” has the meaning set forth on the Key Contract Data page.

“Food Safety Incident” has the meaning set forth in Section 5.F.

“Franchise Entity Application” has the meaning set forth in the Introduction.

“Franchised Restaurant” has the meaning set forth in Section 1.

“Franchisee” has the meaning set forth in the Preamble.

“Franchisee Advisory Council” has the meaning set forth in Section 4.

“Franchisee Association” has the meaning set forth in Section 4.

“Gross Sales” has the meaning set forth in Section 9.C.

“Improvements” has the meaning set forth in Section 1.

“Indirect Tax" or “Indirect Taxes” means sales and use tax, goods and services tax, value added tax, ad
valorem tax, excise tax, duty, levy or other governmental charges, and other obligations of the same or of
a similar nature to any of the foregoing (together with any penalties, interest, or other similar amounts
thereon) levied by a Tax Authority.

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
31
“Initial Franchise Fee” has the meaning set forth in Section 2.

“Initial Training” has the meaning set forth in Section 8.A.

“Intercreditor Agreement Transfer Fee” has the meaning set forth in Section 15.D.

“ISP” has the meaning set forth in Section 9.B.(viii).

“Managing Director” has the meaning set forth in Section 5.K.(1).

“Managing Owner” has the meaning set forth in Section 3.A.

“Media” has the meaning set forth in Section 9.B.(i).

“Media Mix” has the meaning set forth in Section 9.B.(ii).

“Media Spending Goal” has the meaning set forth in Section 9.B.(ii).

“MOD Manual” has the meaning set forth in the Introduction.

“New Franchisee Training Fee” has the meaning set forth in Section 15.F.(8).

“Notice” has the meaning set forth in Section 17.A.

“Owners” means the individuals listed in Exhibit B to this Agreement.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association,
company, partnership, Authority, statutory organization or other entity.

“PMIX” has the meaning set forth in Section 5.D.(2).

“Polling” has the meaning set forth in Section 5.D.(2).

“POS System” has the meaning set forth in Section 5.D.(2).

“Premises” has the meaning set forth in Section 1.

“Procedures” has the meaning set forth in Section 20.A.

“Restaurant Manager” has the meaning set forth in Section 5.K.(2).

“Royalty” has the meaning set forth in Section 9.A.

“Successor Franchise Agreement” has the meaning set forth in Section 17.

“Tax" or "Taxes" means all taxes, however denominated, including any interest, penalties, or other additions
that may become payable in respect thereof, imposed by any Taxing Authority.

"Tax Authority" means any governmental authority having or purporting to have power to impose, administer
or collect any Tax.

“Term” has the meaning set forth in Section 1.

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
32
“Training Programs” has the meaning set forth in Section 8.A.

“Transferor” has the meaning set forth in Section 15.H.

“Transferor Transfer Fee” has the meaning set forth in Section 15.F.(8).

By entering into this Agreement, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Agreement may be executed by electronic signatures. The parties to this
Agreement agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Agreement shall constitute an original for all purposes.

This Agreement is hereby executed by the parties effective on the date indicated above

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*,
a*

By:
*, Managing Owner

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
33
 EXHIBIT A

LEGAL DESCRIPTION

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
34
 EXHIBIT B

OWNERS

Franchisee represents, warrants, and covenants that the following information is true, correct,
and complete at all times during the Term of this Agreement:

1. The Managing Owner, who is authorized to sign this Agreement any other agreements between
Franchisee and Franchisor, is as follows:

MANAGING OWNER PHONE NUMBER AND ADDRESS

2. All of the registered owners of all issued and outstanding shares, membership interests, or other
equity of Franchisee are set forth below (including the number and type of shares, membership
interests, or equity held by such owner):

OWNER NUMBER AND CATEGORY

3. The Managing Director is as follows:

MANAGING DIRECTOR PHONE NUMBER AND ADDRESS

4867-2670-5668, v. 3

Franchise Agreement (Entity)

Exhibit D2 (03/2022)
BK#_______
35
EXHIBIT D3
 OWNER’S GUARANTY

This Owner’s Guaranty (this “Guaranty”) is made and executed by the undersigned as of the ____
day of ______________, 20____. You, the undersigned (and each of you, if more than one) (hereinafter
referred to as “you” or as “GUARANTOR”) have an interest in _______________, a
____________________ [corporation/limited partnership/limited liability company] (hereinafter referred to
as “FRANCHISEE”). FRANCHISEE is the franchisee under that certain BURGER KING® Restaurant
Franchise Agreement (Entity) dated as of ______________, 20___ (the “Franchise Agreement”) with
respect to BURGER KING Restaurant #_______ (the “Restaurant”) and, if applicable, that certain
Lease/Sublease for the Restaurant premises (the “Lease”) with Burger King Corporation, a Florida
corporation (hereinafter referred to as “BKC”). This Guaranty is incorporated in and made a part of the
Franchise Agreement and Lease and may be attached thereto.

1. Acknowledgments. You acknowledge and agree that BKC has entered into the Franchise
Agreement and Lease with FRANCHISEE solely on the condition that each Owner of FRANCHISEE (as
defined in the Franchise Agreement) be personally obligated and jointly and severally liable with
FRANCHISEE (and with each other Owner of FRANCHISEE) for the performance of each and every
obligation of FRANCHISEE (and its Owners) under the Franchise Agreement, Lease, any amendments or
modifications to the Franchise Agreement or Lease, any extensions or renewals of the Franchise
Agreement or Lease, and under each and every agreement ancillary to the Franchise Agreement or Lease
that has been, or hereafter may be, entered into by FRANCHISEE with BKC (all such agreements are
collectively referred to as the “BKC Agreements”).

2. GUARANTOR’S Covenants, Representations and Guaranty. In consideration of and as

an inducement to the execution of the Franchise Agreement and Lease by BKC, you hereby personally,
irrevocably and unconditionally:

(a) represent and warrant to BKC that Exhibit B to the Franchise Agreement is
accurate and complete;

(b) agree to guarantee the prompt payment and performance of all Obligations (as
hereinafter defined) of FRANCHISEE to BKC, its affiliates, and their successors
and assigns;

(c) agree to be personally bound by, and personally liable for the breach of, each and
every provision in the Franchise Agreement and each and every provision in any
other BKC Agreement, as if you were the FRANCHISEE, including, without
limitation, the provisions of Sections 12 (Unfair Competition), 15 (Assignment) and
19 (Restrictive Covenant) of the Franchise Agreement; and

(d) agree to indemnify and save harmless BKC and its affiliates against and from all
losses, damages, costs, and expenses which BKC and/or its affiliates may sustain,
incur, or become liable for by reason of (i) the failure for any reason whatsoever of
FRANCHISEE to pay or perform the Obligations of FRANCHISEE to BKC, its
affiliates, and their successors and assigns, or (ii) any act, action, or proceeding of
or by BKC for or in connection with the recovery of monies or the obtaining of
performance by FRANCHISEE of any other act, matter or thing pursuant to the
provisions of the BKC Agreements.

The term “Obligations” means the payment of all debts, liabilities and obligations of FRANCHISEE to BKC
arising under the BKC Agreements, whether direct, indirect, absolute, contingent, matured or unmatured,
extended or renewed, wherever and however incurred, together with all costs of collection, compromise
and enforcement, including reasonable attorneys’ fees, and the prompt performance of each and every
Owner’s Guaranty
Exhibit D3 (03/2022)
BK#_________ 1
covenant, agreement and condition set forth in any of the BKC Agreements. The guarantee by the
GUARANTOR hereunder is an absolute, continuing, primary and unconditional guarantee of payment and
performance and not of collection.

3. Waivers by GUARANTOR. You hereby waive:

(a) acceptance and notice of acceptance by BKC of the foregoing guaranty;

(b) notice of demand for payment of any indebtedness or nonperformance by

FRANCHISEE of any of the Obligations;

(c) presentment or protest of any instrument and notice thereof; and notice of default
or intent to accelerate with respect to the indebtedness or nonperformance of any
of the Obligations;

(d) any right you may have to require that an action be brought against FRANCHISEE
or any other person as a condition of liability;

(e) the defenses of the statute of limitations or laches in any action hereunder or for
the collection or performance of any Obligation;

(f) any and all rights to payments, indemnities and claims for reimbursement or
subrogation that you may have against FRANCHISEE arising from your execution
of and performance under this Guaranty;

(g) any defense based on any irregularity or defect in the creation of any of the
Obligations or modification of the terms and conditions of performance thereof;

(h) any defense based on the failure of BKC or any other party to take, protect, perfect
or preserve any right against and/or security granted by the FRANCHISEE or any
other party;

(i) notice of any and all indebtedness or obligations of FRANCHISEE to BKC, now
existing or which may hereafter exist;

(j) notice of amendment of the BKC Agreements;

(k) notices of dishonor, payment, presentation, and diligence;

(l) any and all other notices and legal or equitable defenses to which you may be
entitled; and

(m) the right to trial by jury in respect of any litigation based on, or arising out of, under
or in connection with this Guaranty.

4. Further Agreements and Understandings. You hereby consent and agree that:

(a) Your direct and immediate liability under this Guaranty will be joint and several with
FRANCHISEE and each other GUARANTOR of FRANCHISEE;

(b) The death or incapacity of any GUARANTOR will not modify, amend or terminate
this Guaranty, and upon such a death, the estate of such GUARANTOR shall be
bound by this Guaranty;

Owner’s Guaranty
Exhibit D3 (03/2022)
BK#_________ 2
 (c) If you should die, become incapacitated, become insolvent or make a general
assignment for the benefit of creditors, or if a proceeding under the United States
Bankruptcy Code or any similar law affecting the rights of creditors generally shall
be filed or commenced by, against or in respect of you or any other GUARANTOR
hereunder, any and all obligations of the GUARANTOR shall, at BKC’s option,
immediately become due and payable without notice;

(d) If any payment or transfer to BKC which has been credited against any Obligation
is voided or rescinded or required to be returned by BKC, whether or not in
connection with any event or proceeding described in Section 4(c), this Guaranty
will continue in effect or be reinstated as though such payment, transfer or recovery
had not been made;

(e) You will render any payment or performance required under the Franchise
Agreement or any other BKC Agreement upon demand if FRANCHISEE fails or
refuses punctually to do so;

(f) Your liability hereunder will be construed as an absolute, unconditional, continuing

and unlimited obligation without regard to the regularity, validity or enforceability of
any of the Obligations, and without regard to whether any Obligation is limited,
modified, voided, released or discharged in any proceeding under the United
States Bankruptcy Code or any similar law affecting the rights of creditors
generally, or any subsequent reorganization, merger, or consolidation of
FRANCHISEE, or any other change in its composition, nature, personnel, or
location;

(g) Your liability hereunder will not be contingent or conditioned upon BKC’s pursuit of
any remedies against FRANCHISEE or any other person;

(h) This Guaranty will continue in full force and effect for and as to any extension of or
modification or amendment to the Franchise Agreement or any other BKC
Agreement and you waive notice of any and all such extensions, modifications or
amendments;

(i) This Guaranty is irrevocable and is independent of any and all other guarantees
that may be made by any other parties with respect to the Obligations. All rights of
BKC hereunder or otherwise arising under the BKC Agreements are separate and
cumulative and may be pursued separately, successively, or concurrently, or not
pursued, without affecting or limiting any other right of BKC and without affecting
or impairing the liability of the GUARANTORS;

(j) Your liability hereunder will not be diminished, relieved or otherwise affected by
any extension of time, credit or other indulgence, or any waiver that BKC may from
time to time grant to FRANCHISEE or to any other person, including without
limitation, the acceptance of any partial payment or performance, or the
compromise or release of any claims (including the release of other Owners or
guarantors), or the taking of any action by BKC which may have the effect of
increasing your obligations, none of which will in any way modify or amend this
Guaranty, which will be continuing and irrevocable during the term of the Franchise
Agreement and so long as any performance is or may be owed under any of the
BKC Agreements by FRANCHISEE or its Owners and so long as BKC may have
any cause of action against FRANCHISEE or its Owners, subject to paragraph (m)
below;

Owner’s Guaranty
Exhibit D3 (03/2022)
BK#_________ 3
 (k) Your liability hereunder will not be diminished, relieved or otherwise affected by
any other agreements or other dealings between BKC and FRANCHISEE having
the effect of amending or altering the BKC Agreements or FRANCHISEE’s
obligations thereunder, or by any want of notice by BKC to FRANCHISEE of any
default of FRANCHISEE or by any other matter, thing, act, or omission of BKC
whatsoever;

(l) Any and all present and future debts and obligations of the FRANCHISEE to you
or any other GUARANTORS are hereby subordinated to the full payment and
performance of the Obligations;

(m) If you transfer, in compliance with the Franchise Agreement, all of your interest in
the Franchise Agreement or FRANCHISEE in an installment sale, your liability for
the Obligations under the Franchise Agreement will terminate upon the later of (i)
one year from the date of transfer or (ii) the date of payment of the final installment
of any purchase money debt, provided that, after the first anniversary of such
transfer, your liability will be limited to the original amount of the purchase money
debt. If you transfer, in compliance with the Franchise Agreement, all of your
interest in the Franchise Agreement or FRANCHISEE for payment in cash, your
liability for the Obligations under the Franchise Agreement will terminate one year
from the date of transfer, and your liability will be limited to the amount of accrued
but unpaid royalties and advertising contributions due and payable under the
Franchise Agreement during such period. Notwithstanding the foregoing, your
liability hereunder for Obligations under the Lease or the other BKC Agreements
will continue in full force and effect until FRANCHISEE has fully paid and
performed all obligations thereunder;

(n) The written acknowledgement of FRANCHISEE or the judgment of any court

establishing the amount due from FRANCHISEE shall be conclusive and binding
on you and your heirs, representatives, successors and assigns. BKC’s books and
records showing the account between BKC and FRANCHISEE shall be admissible
in evidence in any action or proceeding, shall be binding upon you for the purpose
of establishing the items therein set forth, and shall constitute prima facie proof
thereof; and

(o) Except to the extent the provisions of this Guaranty give BKC additional rights, this
Guaranty shall not be deemed to supersede or replace any other guarantees given
to BKC by you; and the obligations guaranteed hereby shall be in addition to any
other obligations guaranteed by you pursuant to any other agreement of guarantee
given to BKC and other guarantees of the Obligations.

5. Assignment by BKC. This Guaranty is for the benefit of BKC, which may, without any
notice, sell, assign or transfer any part of the Obligations guaranteed herein. Each and every successive
assignee, transferee or holder of all or any part of the Obligations shall have the right to enforce this
Guaranty, by suit or otherwise, for the benefit of such assignee, transferee or holder, as fully as though
such assignee, transferee or holder were herein by name given such rights, powers and benefits; but BKC
shall have an unimpaired right, prior and superior to that of any such assignee, transferee or holder, to
enforce this Guaranty for its benefit as to so much of said Obligations that it has not sold, assigned or
transferred.

6. Choice of Law; Jurisdiction and Venue. This Guaranty shall be governed by and construed
in accordance with the laws of the State of Florida. You hereby irrevocably submit to the jurisdiction of the
U.S. District Court for the Southern District of Florida, or if such court lacks jurisdiction, the 11th Judicial
Court (or its successor) in and for Miami-Dade County, Florida, and any appellate court thereof in any action
Owner’s Guaranty
Exhibit D3 (03/2022)
BK#_________ 4
or proceeding arising out of or relating to the Guaranty. You hereby irrevocably waive, to the fullest extent
you may effectively do so, the defense of an inconvenient forum to the maintenance of such action or
proceeding and any right to jurisdiction on account of your place of residence or domicile. You agree that
a final judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.

7. Severability. If one or more provisions contained in this Guaranty shall be invalid, illegal
or unenforceable, in any respect under the laws of any jurisdiction, the validity, legality and enforceability
of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

8. Counterparts. This Guaranty may be executed in one or more counterparts, each of which
shall constitute an original and all of which together shall constitute one and the same instrument.

By entering into this Guaranty, you expressly consent to transact business with BKC electronically and that,
consistent with the Uniform Electronic Transactions Act, and all other applicable state and federal laws, this
Guaranty may be executed by electronic signatures. The parties to this Guaranty agree that the parties'
electronic signatures are intended to authenticate this writing and to have the same force and effect as the
use of manual signatures and an electronically signed version of this Guaranty shall constitute an original
for all purposes.

You now execute this Guaranty on the date shown above.

WITNESSES: GUARANTOR(S):

_______________________________
Print Name:_____________________ Print Name:

_______________________________ Print Name:

Print Name: _____________________

Print Name:

Print Name:

4877-8406-3492, v. 2

Owner’s Guaranty
Exhibit D3 (03/2022)
BK#_________ 5
EXHIBIT E1
 NON-TRADITIONAL
FACILITY ADDENDUM

BURGER KING® RESTAURANT FRANCHISE AGREEMENT

(INDIVIDUAL/OWNER-OPERATOR)

This Non-Traditional Facility Addendum (the "Addendum") is made this _____ day of __________,
20___ by and between the undersigned parties.

This Addendum is part of the franchise agreement entered into by parties on the same date (the
“Franchise Agreement”) under which FRANCHISEE is licensed to own and operate the BURGER KING
Restaurant to be located at the Location of Franchised Restaurant on the Key Contract Data page of the
Franchise Agreement, and commonly referred to as BK# _____ (the “Franchised Restaurant”). In the event
of any conflicts between the Franchise Agreement and the terms of this Addendum, the terms of this
Addendum shall control. This Addendum amends and supplements the attached Franchise Agreement,
and all terms and conditions contained therein remain in full force and effect, except for the sections set
forth below:

1. DEFINITIONS: For purposes of this ADDENDUM, the following terms shall be defined as follows:

BURGER KING Restaurant, Traditional Facility ("Traditional Restaurant”):

A self-contained, full size BURGER KING Restaurant which is located and operated on a site as a
free-standing building. A Traditional Restaurant does not share any Common Areas with
non-BURGER KING businesses and serves the approved standard BURGER KING menu.

BURGER KING Restaurant, Non-Traditional Facility ("Non-Traditional Restaurant”):

A BURGER KING Restaurant authorized and approved by BKC to be developed at a site, which
site may also include other business concepts, such as retail gas stations, food service,
convenience stores, other franchised businesses or restaurants or other similar facilities. The
BURGER KING Restaurant operated at this site may be a full size BURGER KING Restaurant,
MRS Restaurant or In-Line Restaurant, as such terms are defined herein. The BURGER KING
Restaurant may or may not contain dedicated seating, but FRANCHISEE shall be required to install
and maintain seating as set forth on the site plan for the Restaurant approved by BKC and attached
as Exhibit "A” to this Addendum. Other material features of this BURGER KING Restaurant are set
forth on Exhibit "B" to this Addendum. The BURGER KING Restaurant is, in this Addendum and in
the Franchise Agreement which it modifies, hereafter also referred to as the "Franchised
Restaurant."

BURGER KING Restaurant, In-Line Facility ("In-Line Restaurant”):

A BURGER KING Restaurant designed food service system having a limited seating capacity
authorized and approved by BKC to be developed at selectively approved malls, food courts, strip
shopping centers or other retail locations to serve a limited menu of BURGER KING products.

BURGER KING Restaurant, MRS Facility (“MRS Restaurant”):

A BURGER KING Restaurant designed prefabricated or custom built restaurant food service
system authorized and approved by BKC to be developed at selectively approved retail or other
locations to serve a limited menu of BURGER KING products.

Non-Traditional Facility Addendum (Individual/Owner-Operator)

Exhibit E1 (03/2022)
BK#__________
1
 BURGER KING Restaurant, Co-Branded Facility:

A BURGER KING Restaurant authorized and approved by BKC to be developed at a site that
includes one or more Co-Branded Businesses.

Co-Branded Business(es):

One or more business concepts, such as retail gas stations, food service, convenience stores,
other franchised businesses or restaurants or other similar facilities, which are located at the
Premises where the Franchised Restaurant is located and operated.

Mall Locations:

A Mall Location is either a Traditional Restaurant, Non-Traditional Restaurant, or an In-Line

Restaurant located within a facility that contains multiple retail concepts, including goods and food
outlets.

Institutional Locations:

Institutional locations include government building and facilities, medical facilities, airports, train
and bus stations, sports facilities, factories, corporate campuses, turnpikes, limited access toll
roads, theme parks, zoos, casinos, and educational facilities.

Common Areas:

The areas of the Premises which may be shared by the Franchised Restaurant and the other
businesses operated on the Premises, if any, including but not limited to seating areas, parking,
restrooms, garbage and storage areas, fountain drinks station and the like.

Operator:

Any Person (except for FRANCHISEE and FRANCHISEE'S principals and employees) who owns,
operates, controls or maintains a business located on the Premises during the Term of the
Franchise Agreement.

Person:

Any natural person, corporation, unincorporated organization, trust, joint-stock company, joint
venture, association, company or partnership.

Premises:

The real estate, site, building and improvements, more particularly described on Exhibit C to this
Addendum, where the Franchised Restaurant is located and operated. The Premises includes the
Common Areas.

2. Section 1 of the Franchise Agreement is hereby deleted in its entirety and replaced by the following:

Non-Traditional Facility Addendum (Individual/Owner-Operator)

Exhibit E1 (03/2022)
BK#__________
2
 1. FRANCHISE GRANT: TERM AND LOCATION

BKC grants to FRANCHISEE and FRANCHISEE accepts a franchise for the duration of
the Term (defined below) to use the BURGER KING System and the BURGER KING marks only
in the operation of a BURGER KING Restaurant at the location described on the Key Contract Data
page attached to this Agreement and incorporated by reference herein (the "Franchised
Restaurant') (the term "Franchised Restaurant” consists solely of the shaded portions of the
premises as set forth on Exhibit "A” (the “Premises”)). The term of this Agreement commences on
the date the Franchised Restaurant opens for business (the "Commencement Date"), and shall
expire ____ (__) years thereafter (the "Term"), unless sooner terminated in accordance with the
provisions of this Agreement. In the event of a dispute over the date that the Franchised Restaurant
opens for business, the records maintained by BKC shall control and be dispositive. FRANCHISEE
agrees to operate the Franchised Restaurant at the Premises for the entire duration of the Term.
FRANCHISEE accepts this franchise with the full and complete understanding that the franchise
grant contains no promise or assurance of renewal. The sole and entire conditions under which
FRANCHISEE will have the opportunity of obtaining a Successor BURGER KING Franchise
Agreement at expiration are those set forth herein in Section 17. This franchise is for the specified
location only and does not in any way grant or imply any area, market or territorial rights proprietary
to FRANCHISEE. Notwithstanding anything set forth above, if Franchisee continues to operate the
Franchised Restaurant after the end of the Term and does not obtain a Successor BURGER KING
Franchise Agreement in accordance with Section 17, Franchisee shall be deemed to be operating
such Franchised Restaurant on a month-to-month basis under the terms and conditions of this
Agreement and BKC may terminate this Agreement at any time after the end of the Term upon
thirty (30) days prior written notice.

3. The following introductory sections are hereby added to Section 5 of the Franchise Agreement
(STANDARDS AND UNIFORMITY OF OPERATION):

FRANCHISEE acknowledges that the signs, equipment installation and configuration,

menu, size and appearance of the Franchised Restaurant operated pursuant to this Agreement
may significantly differ from that of a Traditional Restaurant. Changes in the standards,
specifications and procedures applicable to the operation of the Franchised Restaurant and related
Common Areas may become necessary and desirable from time to time, and FRANCHISEE agrees
to accept and comply with such modifications and revisions. The adoption of such standards shall
be solely at the discretion of BKC.

FRANCHISEE acknowledges that if the Premises includes a convenience store, the

convenience store will not sell those items listed on Exhibit "D" attached hereto.

Employees of FRANCHISEE (i) shall not wear BURGER KING restaurant uniforms when
working at any other business operated on the Premises, and (ii) shall not be assigned to work at
the Franchised Restaurant and at any other business operated on the Premises
contemporaneously during any shift of work hours.

4. The following subsections of Section 5 of the Franchise Agreement are hereby deleted in their
entirety and replaced by the following, and all of the other subsections shall remain unchanged:

B. Franchised Restaurant

The Franchised Restaurant shall be constructed and improved in the manner authorized
and approved by BKC, and the appearance of the exterior of the Premises, the Franchised

Non-Traditional Facility Addendum (Individual/Owner-Operator)

Exhibit E1 (03/2022)
BK#__________
3
 Restaurant as set forth on Exhibit "A", the material features set forth on Exhibit "B" and the Common
Areas shall not thereafter be altered except as may be approved in writing by BKC.

If the Franchised Restaurant shares a common storage area with any other business
operated on the Premises, FRANCHISEE will maintain the common storage area in accordance
with the applicable provisions of the MOD Manual. If the Premises includes another restaurant
concept, but only one drive-thru window, the drive-thru window shall be located on the BURGER
KING side of the Premises, and FRANCHISEE shall only service BURGER KING customers with
BURGER KING approved product at the drive-thru window.

If each of the Co-Branded Businesses operated at the Premises has a separate restroom
facility, the restroom located at the Franchised Restaurant shall be maintained in accordance with
BKC's standards for restroom cleanliness and repair. If there is only one restroom facility located
on the Premises, it shall be maintained in accordance with BKC's standards for cleanliness and
repair. In addition, FRANCHISEE shall not sell any items in the restroom without BKC's approval.

1. Repair and Maintenance. FRANCHISEE shall, at its expense, continuously

throughout the Term of this Agreement, maintain the Franchised Restaurant and all Common Areas
located on the Premises in good condition and repair in accordance with BKC's then current repair
and maintenance standards.

2. Current Image. Franchisee shall improve, alter and remodel the Franchised
Restaurant to bring it into conformance with the national and local plans, specifications and/or other
standards for new or remodeled non-traditional BURGER KING Restaurants as may hereafter be
reasonable changed and defined from time to time by BKC ("Current Image") in accordance with
the following timetable:

(i) If the Term of this Agreement is for a period of ten (10) to twenty (20)
years, during the tenth year of the Term, FRANCHISEE shall remodel, improve and alter
the exterior of the Franchised Restaurant to conform with the Current Image in effect on
the ninth anniversary of the date of this Agreement.

(ii) BKC and the Franchisee Advisory Council shall meet annually to discuss
and establish the components of Current Image for the Franchised Restaurant. The
Current Image as established by BKC and the Franchisee Advisory Council, from time to
time, shall be binding upon FRANCHISEE. If BKC and the Franchisee Advisory Council do
not agree on the Current Image, BKC and the Franchisee Association shall settle the
matter by arbitration by a sole arbitrator in accordance with the then current non-
administered arbitration rules of the Center for Public Resources. The arbitration shall be
governed by the United States Arbitration Act (U.S.A.A.), and judgment upon the decision
rendered by the arbitrator shall be binding on FRANCHISEE and BKC, and except as
provided in Section 10(a) of the U.S.A.A., shall not be appealable in any forum. The
decision may be entered by any court having jurisdiction thereof. The place of arbitration
shall be Miami, Florida.

Failure of FRANCHISEE to comply with the terms of this section 5.B shall be deemed a material
default of this Agreement.

Non-Traditional Facility Addendum (Individual/Owner-Operator)

Exhibit E1 (03/2022)
BK#__________
4
 C. Signs

The BURGER KING marks will only be erected and displayed in the manner and at such
locations as are approved and authorized by BKC, in writing. FRANCHISEE agrees to maintain
and display signs reflecting the Current Image of Non-Traditional Restaurants and shall not place
additional signs or posters on the Premises without the prior written consent of BKC. All signs with
the BURGER KING marks utilized at the Premises must be obtained from sources approved by
BKC.

FRANCHISEE shall discontinue the use of and destroy such signs as are declared
obsolete by BKC within the reasonable time specified by BKC. Such signs are fundamental to the
BURGER KING System and FRANCHISEE hereby grants to BKC the right to enter the Franchised
Restaurant and the Premises to remove and destroy unapproved or obsolete signs in the event
that FRANCHISEE has failed to do so within thirty (30) days after the written request of BKC.

D. Equipment

(1) Only equipment approved by BKC which meets the criteria and performance
standards of the BURGER KING System may be used in the Franchised Restaurant. The
equipment shall be maintained in a condition that meets operational standards specified in the
MOD Manual and, as equipment becomes obsolete or inoperable, Franchisee will replace the
equipment with the types and kinds of equipment as are then approved for use in BURGER KING
Restaurants. If BKC determines that additional or replacement equipment is needed because of a
change in menu items or method of preparation and service or because of health or safety
considerations, Franchisee will install the additional equipment or replacement equipment within
the reasonable time specified by BKC. Prior to mandating the use of a new or additional piece of
equipment, BKC shall use reasonable efforts to field test the proposed new equipment.

(2) Franchisee must, at its sole cost and expense: (a) at all times operate at the
Franchised Restaurant POS Systems (as hereinafter defined) approved by BKC; (b) upgrade or
replace in whole or in part any POS Systems as BKC may reasonably deem necessary or desirable
in the interest of proper administration of Burger King Restaurants throughout the Burger King
System, within such reasonable time as may be specified by BKC; (c) use the approved POS
Systems at all times to record and process such information as BKC may from time to time require,
including information regarding any other business carried on in or from any Burger King
Restaurant with the consent of BKC, keep such information available for access by BKC on the
POS System for such minimum period as BKC may require, and maintain and provide to BKC such
information in the format, and using such data exchange standards and protocols as BKC may
require; (d) effect the Polling (as hereinafter defined) operation at such time or times as may be
required by BKC, but BKC may itself initiate Polling whenever it deems appropriate; (e) permit BKC
or its agents to Poll any information contained in the POS System at any time; (f) permit BKC or its
agent to obtain all of the information referenced in this Section 5.D. that may be in the possession
of any third party vendor from whom Franchisee obtained an approved POS System; (g) if required
by BKC, download the information referenced in this Section 5.D. into machine readable
information compatible with the system operated by BKC or its agents and to deliver that
information to BKC by such method and within such timescale as BKC reasonably requiresand (h)
integrate or otherwise permit the integration of such POS Systems with such technological
platforms designated by BKC from time to time (including websites and mobile applications
designated by BKC). For purposes of this Agreement, the term “POS System” means a point of
sale computerized system consisting of telecommunications systems (including required dedicated
telephone and power, network and broadband lines, and modem(s)), electronic hardware and software
technology (including printer(s)) and other computer-related accessories or peripheral equipment,

Non-Traditional Facility Addendum (Individual/Owner-Operator)

Exhibit E1 (03/2022)
BK#__________
5
 which captures, records and transmits sales, Taxes on sales, number, date and time of transactions,
products and combinations of products sold and employees using the system and such other related
information as may be required by BKC from time to time. For purposes of this Agreement, the term
“Polling” means any process acceptable to BKC by which information or data about the Franchised
Restaurant may be transmitted to or from a POS System or other system operated by Franchisee
or its agent into a computer or system operated by BKC or its agents in the manner and format
prescribed by BKC from time to time. For the avoidance of doubt, BKC may Poll for information
including, without limitation, daily sales data, daily transaction level data, sales per visit and
products and combination of products sold, otherwise known as product mix data or “PMIX”, and
inventory data.
(3) Franchisee must also, at its sole cost and expense: (a) maintain, use and/or
operate centralized or technology based methods of taking, processing, routing, and delivering
orders or receiving payment for such orders that may be mandated by BKC at any time during the
Term in addition to the methods and technology BKC currently uses or authorizes (individually an
“Additional Ordering System” and collectively "Additional Ordering Systems"); and (b) add or
replace equipment, wiring, hardware and software in connection with the Additional Ordering
Systems. To the extent any products and services related to an Additional Ordering System are
owned by BKC or provided to Franchisee by BKC, BKC may charge up front and/or ongoing fees.
BKC shall be the sole owner of all direct and related rights and assets, including software and
hardware, intellectual property and all data generated by the Additional Ordering Systems, but
excluding hardware or equipment Franchisee purchases directly for the purpose of gaining access
to the Additional Ordering System. If BKC requires Franchisee to use an Additional Ordering
System, then Franchisee shall comply with BKC’s requirements for connecting to, and utilizing such
technology in connection with Franchisee’s operation of the Franchised Restaurant. Franchisee
will install and implement any Additional Ordering System required by BKC within the reasonable
time specified by BKC.
(4) Franchisee must also, at its sole cost and expense: (a) maintain, use, and/or
operate technology for the purpose of communicating with customers of BURGER KING
Restaurants and the collection, processing, storage and use of BURGER KING Restaurant
customer data that may be mandated by BKC at any time during the Term in addition to the
methods and technology BKC currently uses or authorizes (individually an “Additional Digital
System” and collectively, the “Additional Digital Systems”); and (b) add or replace equipment,
wiring, hardware and software in connection with the Additional Digital Systems. To the extent any
products and services related to an Additional Digital System are owned by BKC or provided to
Franchisee by BKC, BKC may charge up front and/or ongoing fees. BKC shall be the sole owner
of all direct and related rights and assets, including software and hardware, intellectual property
and all data generated by the Additional Digital Systems, but excluding hardware or equipment
Franchisee purchases directly for the purpose of gaining access to an Additional Digital System.
BKC may use the data generated by the Additional Digital Systems (1) to analyze customer trends,
(2) to market BKC-developed goods and products to all customers or specific customer(s), (3) to
reward loyal or repeat customers, (4) to provide the data to third parties, and (5) for such other
purposes as BKC deems appropriate in its sole discretion. Franchisee acknowledges and agrees
that all net profits received by BKC from providing the data generated by the Additional Digital
Systems to third parties shall be the sole property of BKC. If BKC requires Franchisee to use an
Additional Digital System, then Franchisee shall comply with BKC’s requirements for connecting
to, and utilizing such technology in connection with Franchisee’s operation of the Franchised
Restaurant. Franchisee will install and implement any Additional Digital System required by BKC
within the reasonable time specified by BKC.

Non-Traditional Facility Addendum (Individual/Owner-Operator)

Exhibit E1 (03/2022)
BK#__________
6
 F. Menu and Service

All menu items which BKC may deem appropriate to take full advantage of the potential
market and achieve standardization in the BURGER KING System will be served, and no items
which are not set forth in the MOD Manual or otherwise authorized and approved by BKC in writing
for sale from the Franchised Restaurant will be served. FRANCHISEE shall only sell the approved
menu items at retail to consumers from and through the Franchised Restaurant, and shall not sell
such items for redistribution or resale. FRANCHISEE shall adhere to all specifications contained
in the MOD Manual or as otherwise prescribed by BKC as to ingredients, methods of preparation
and service, weight and dimensions of products served, and standards of cleanliness, health and
sanitation. Franchisee shall notify BKC in writing within twenty-four hours of any investigation or
violation, actual or alleged, concerning any health or sanitary laws or regulations that results in a
failing score from the governmental authority, a closure of the Franchised Restaurant or a
threatened closure of the Franchised Restaurant, or that constitutes a critical food safety violation
as set forth in the MOD Manual (each, a “Food Safety Incident”). Upon the occurrence of any Food
Safety Incident, Franchisee shall take any actions directed by BKC or any governmental authority
concerning such investigation or violation. All food, drink and other items will be served and sold
in packaging that meets BKCs specifications. Only food, beverages, supplies, paper products and
packaging from sources approved by BKC shall be used in the Franchised Restaurant.

FRANCHISEE shall ensure that only fountain drinks approved by BKC are sold at the
Franchised Restaurant. If there is a common self-service drink station located on the Premises,
FRANCHISEE may only sell approved beverages from the common drink station, and all sales to
customers at or from the Franchised Restaurant must be processed through the BURGER KING
POS system located at the Franchised Restaurant and included in the calculation of Gross Sales.
In the event that approved beverages are not being sold from the common drink station,
FRANCHISEE shall install, at its sole cost and expense, a separate drink station for use at the
Franchised Restaurant where only approved beverages shall be sold. Notwithstanding the
foregoing, BKC reserves the right to collect royalties on all fountain drinks sold on the Premises.

FRANCHISEE shall offer for sale at the Franchised Restaurant coffee dispensed by coffee
equipment approved by BKC.

FRANCHISEE acknowledges that if the Premises includes a Co-Branded Business, at

BKC's request, the Co-Branded Business will not sell products that are competitive with BKC menu
items available on the date hereof or introduced by BKC after the date of the Franchise Agreement.

I. Advertising and Promotional Materials

Only those advertising and promotional materials or items which are authorized by BKC in
writing before use shall be used, sold or distributed from the Franchised Restaurant, and no display
or use of the BURGER KING marks shall be made without the prior written approval of BKC. All
materials on which the BURGER KING marks are used must include the designation  or such
other designation as BKC may specify. Franchisee must, immediately upon receipt of notice from
BKC, remove or discontinue the use, publication, display, sale and distribution of any advertising
or promotional material, slogans, and any material on which the BURGER KING Marks appear,
which BKC has not approved or has ceased to use.

No materials on which the BURGER KING marks are used shall be displayed in or around
the areas of the Premises outside the Franchised Restaurant without the prior written approval of
BKC.

Non-Traditional Facility Addendum (Individual/Owner-Operator)

Exhibit E1 (03/2022)
BK#__________
7
 J. Right of Entry and Inspection

BKC shall have the unrestricted right to enter the Premises, including the Franchised
Restaurant and the Common Areas, to conduct such activities as it deems necessary to ascertain
FRANCHISEE'S compliance with this Agreement. The inspections may be conducted without prior
notice at any time when FRANCHISEE or one of its employees is at the Franchised Restaurant.
The inspections will be performed in a manner which minimizes interference with the operation of
the Franchised Restaurant.

FRANCHISEE and BKC acknowledge and agree that FRANCHISEE will operate the
Franchised Restaurant and may not have dominion and control over the other Co-Branded
Businesses. However, FRANCHISEE acknowledges that BKC shall require access to the
Premises in order to effectuate the terms of this Agreement. Accordingly, FRANCHISEE hereby
agrees that it will obtain the right, on behalf of itself and BKC, to enter the Franchised Restaurant,
the Common Areas and all other areas of the Premises from any and all Persons whose approval
is required for the purpose of effectuating the terms of this Agreement.

5. If the Franchised Restaurant is located at a Co-Branded Facility, the following is hereby added as
Section 5.L of the Franchise Agreement:

L. Management of Franchised Restaurant

(1) With respect to the development of a Co-Branded Facility, the Operating Partner
shall not exercise any day-to-day management responsibility for the Co-Branded Business(es).
FRANCHISEE shall designate another individual, or individuals, to supervise and manage the
day-to-day operations of the Co-Branded Business(es). Such individual shall have the authority to
direct any action necessary in connection with such management responsibilities.

(2) FRANCHISEE shall retain and exercise direct management responsibility for the
Franchised Restaurant and shall ensure that the day-to-day operation of the Franchised Restaurant
is in compliance with the MOD Manual, with this Agreement, and with the terms of any lease and
any other agreements relating to the Franchised Restaurant. FRANCHISEE shall devote full time
and best efforts to the overall supervision of the Franchised Restaurant and any other BURGER
KING Restaurants owned by FRANCHISEE.

(3) FRANCHISEE agrees to furnish BKC with such evidence as BKC may request
from time to time for the purpose of assuring BKC of the designation of a separate manager for
each Co-Branded Business and that authority of that manager remains as represented in this
Agreement.

6. If the Franchised Restaurant is located at an Institutional Location, Subsection 9.B of the Franchise
Agreement shall be deleted in its entirety and replaced by the following:

B. Advertising, Sales Promotion and Public Relations

FRANCHISEE shall pay to BKC or its designee an amount equal to two and one-
half (2.5%) percent of FRANCHISEE's monthly Gross Sales by the tenth (10th) day of each
month based upon FRANCHISEE's Gross Sales for the preceding month (the "National
Advertising Contribution"). This sum, less direct administrative expenses, will be used for
(a) market research expenditures directly related to the development and evaluation of the
effectiveness of advertising and sales promotions, (b) creative, production and other costs

Non-Traditional Facility Addendum (Individual/Owner-Operator)

Exhibit E1 (03/2022)
BK#__________
8
 incurred in connection with the development of advertising, sales promotions and public
relations both in the market area of the Franchised Restaurant, as reasonably defined
from time to time by BKC, and on a national basis, and (c) various methods of delivering
the advertising or promotional message, including, without limitation, television, radio,
outdoor and print ("Media"). The allocation of the Advertising Contribution between
national, regional and local expenditures shall be made by BKC, in its sole business
judgment.

FRANCHISEE shall spend an additional one and one-half percent (1.5%) of

FRANCHISEE's monthly Gross Sales, based upon FRANCHISEE's Gross Sales for the
preceding month, on advertising sales promotion, public relations and other activities in
support of the Franchised Restaurant (the “Local Advertising Contribution,” and together
with the National Advertising Contribution, the “Advertising Contribution”). At the end of
each calendar year, FRANCHISEE shall certify in writing to BKC that this obligation has
been satisfied and, upon request, FRANCHISEE shall submit to BKC all invoices,
promotional copies and other supporting documentation to evidence the expenditure by
FRANCHISEE of an amount equal to one and one-half percent (1.5%) of monthly Gross
Sales. Failure to expend these funds shall constitute a material default under Section
18(A)(7) of this Agreement.

7. If the Franchised Restaurant is located at a Mall Location, Subsection 9.B of the Franchise
Agreement shall be deleted in its entirety and replaced by the following:

B. Advertising, Sales Promotion and Public Relations

FRANCHISEE shall pay to BKC or its designee an amount equal to two and one-
half percent (2.5%) of FRANCHISEE's monthly Gross Sales by the tenth (10th) day of each
month based upon FRANCHISEE's Gross Sales for the preceding month (the "National
Advertising Contribution"). This sum, less direct administrative expenses, will be used for
(a) market research expenditures directly related to the development and evaluation of the
effectiveness of advertising and sales promotions, (b) creative, production and other costs
incurred in connection with the development of advertising, sales promotions and public
relations both in the market area of the Franchised Restaurant, as reasonably defined from
time to time by BKC, and on a national basis, and (c) various methods of delivering the
advertising or promotional message, including, without limitation, television, radio, outdoor
and print ("Media"). The allocation of the Advertising Contribution between national,
regional and local expenditures shall be made by BKC, in its sole business judgment.

FRANCHISEE shall spend an additional one and one-half percent (1.5%) of

FRANCHISEE's monthly Gross Sales, based upon FRANCHISEE's Gross Sales for the
preceding month, on advertising sales promotion, public relations and other activities in
support of the Franchised Restaurant (the “Local Advertising Contribution,” and together
with the National Advertising Contribution, the “Advertising Contribution”). At the end of
each calendar year, FRANCHISEE shall certify in writing to BKC that this obligation has
been satisfied and, upon request, FRANCHISEE shall submit to BKC all invoices,
promotional copies and other supporting documentation to evidence the expenditure by
FRANCHISEE of an amount equal to one and one-half percent (1.5%) of monthly Gross
Sales. Failure to expend these funds shall constitute a material default under Section
18(A)(7) of this Agreement.

8. The following sentence is hereby added to Section 10.A of the Franchise Agreement:

Non-Traditional Facility Addendum (Individual/Owner-Operator)

Exhibit E1 (03/2022)
BK#__________
9
 To insure compliance with the terms of this Agreement, BKC reserves the right to examine
and request copies of books and records relating to any other business operated on the Premises,
including, without limitation, register tapes and receipts. FRANCHISEE shall obtain the right, on
behalf of itself and BKC, to obtain copies of such books and records from all Persons whose
approval is required.

9. If the Franchised Restaurant is located at a Co-Branded Facility, the following section is hereby
added to Section 12 of the Franchise Agreement

The FRANCHISEE shall not own, control, or have any interest in any other business,
including, without limitation, any Co-Branded Business.

10. If the Franchised Restaurant is located at a Co-Branded Facility, the following section is hereby
added to Section 13.A of the Franchise Agreement:

With respect to each Co-Branded Business, FRANCHISEE shall cause each Co-Branded
Business to obtain Comprehensive General Liability insurance, including Products Liability and
Broad Form Contractual Liability, in such amount as BKC may reasonably request. If
FRANCHISEE or any Operator dispenses or sells beer or wine from a Co-Branded Business, such
insurance shall be endorsed to include coverage for liabilities arising out of the dispensing or selling
of alcoholic beverages imposed under any law, including without limitation, a dram shop or alcoholic
beverage control act. Each policy will name BKC and its subsidiaries, its Affiliates and parent
companies as additional insureds, will provide that the policy cannot be canceled without Thirty
(30) days prior written notice to BKC, and will insure against the liability of BKC for both
FRANCHISEE'S and employees and agents of the Co-Branded Business's acts or omissions.
Before the Commencement Date, FRANCHISEE shall furnish, or shall cause the Co-Branded
Business to furnish, to BKC Certificates of Insurance reflecting that the insurance coverage is in
effect pursuant to the terms of this Agreement.

11. Section 13.E for the Franchise Agreement is hereby deleted in its entirety and replaced by the
following:

E. FRANCHISEE is responsible for all losses or damages and contractual liabilities

to third persons arising out of or in connection with possession, ownership or operation of the
Franchised Restaurant, the Common Areas and the other businesses operated on the premises,
and for all claims or demands for damages to property or for injury, illness or death of persons
directly or indirectly resulting therefrom. FRANCHISEE agrees to defend, indemnify and save BKC
and its subsidiaries, Affiliates and parent companies harmless from, against and with respect to
any such claims, demands, losses, obligations, costs, expenses, liabilities, debts, damages,
penalties, fines, settlements and causes of action, including, without limitation, reasonable fees and
disbursements of counsel (hereinafter, "Claims"), unless resulting from the negligence of BKC.
BKC's right to indemnity under this Agreement shall arise and be valid notwithstanding that joint or
concurrent liability may be imposed on BKC by statute, ordinance, regulation or other law. The
indemnification of BKC by FRANCHISEE shall not be limited by the amount of insurance required
under Section 13.A or 13.B. This indemnity obligation shall include, but not be limited to, claims
related to the employment of FRANCHISEE'S employees. This obligation of FRANCHISEE to
indemnify and defend BKC is separate and distinct from its obligation to maintain insurance under
the provisions of Section 13.A and 13.B.

Without limiting the generality of the foregoing, FRANCHISEE agrees to defend, indemnify and
save BKC and its subsidiaries, Affiliates and parent companies harmless from, against and with

Non-Traditional Facility Addendum (Individual/Owner-Operator)

Exhibit E1 (03/2022)
BK#__________
10
 respect to any Claims (including environmental consultant and laboratory fees and costs and
expenses of investigating and defending any Claims) resulting from or attributable to (i) the
presence, disposal, migration, release or threatened release of any hazardous substance that is
on, from or affecting the Premises, including the soil, water, vegetation, buildings, personal
property, persons or otherwise; (ii) any bodily injury (including wrongful death) or property damage
(real or personal) arising out of or relating to such hazardous substance(s); (iii) any lawsuits or
administrative order relating to such hazardous substance(s); or (iv) any violation of any laws
applicable to any hazardous substance for which FRANCHISEE or any Operator is responsible.

This obligation to indemnify and defend BKC shall apply even in the event of the negligence of or
claim of negligence against BKC and regardless of whether the negligence or claim of negligence
against BKC is as a result of the acts or omissions of BKC or that of FRANCHISEE or any Operator.
However, the obligation of FRANCHISEE to indemnify BKC for its own negligence shall be limited
to an amount equal to the amount of insurance set forth in Section 13.A or 13.B. BKC's right to
indemnity under this Agreement shall arise and be valid notwithstanding that joint or concurrent
liability may be imposed on BKC by statute, ordinance, regulation or other law. The indemnification
of BKC by FRANCHISEE for the negligence, acts or omissions of FRANCHISEE or any other
Operator, shall not be limited by the amount of insurance required under Section 13.A or 13.B. This
indemnity obligation shall include, but not be limited to, claims related to the employment of
FRANCHISEES employees. This obligation of FRANCHISEE to indemnify and defend BKC is
separate and distinct from its obligation to maintain insurance under the provisions of Section 13.A
and 13.B.

12. The introductory Section and subsections A. and E. of Section 17 of the Franchise Agreement are
hereby deleted in their entirety and replaced by the following:

17. OPTION TO OBTAIN SUCCESSOR FRANCHISE AGREEMENT

(select one):

FRANCHISEE shall have, exercisable on the expiration date of the Term of this
Agreement, an option to obtain a Successor Franchise Agreement ("Successor Franchise
Agreement”) for a Non-Traditional Restaurant for a term of Five (5) years, provided that:

A. FRANCHISEE has given BKC written notice ("Notice") of its intention to exercise
its Option to Obtain a Successor Franchise Agreement during the second (2nd)
year prior to the expiration of the Term of this Agreement.

E. FRANCHISEE shall execute the then current form of Successor Franchise

Agreement for Non-Traditional Restaurants, which may differ as to royalty and
advertising contributions, as well as other terms and conditions. FRANCHISEE
shall, upon execution of the Successor Franchise Agreement, pay to BKC the then
current initial franchise fee.

FRANCHISEE shall have, exercisable on the expiration date of the Term of this
Agreement, an option to obtain a Successor Franchise Agreement ("Successor Franchise
Agreement”) for a Non-Traditional Restaurant for a term of Ten (10) years, provided that:

A. FRANCHISEE has given BKC written notice ("Notice") of its intention to exercise
its Option to Obtain a Successor Franchise Agreement during the fourth (4th) year
prior to the expiration of the Term of this Agreement.

Non-Traditional Facility Addendum (Individual/Owner-Operator)

Exhibit E1 (03/2022)
BK#__________
11
 E. FRANCHISEE shall execute the then current form of Successor Franchise
Agreement for Non-Traditional Restaurants, which may differ as to royalty and
advertising contributions, as well as other terms and conditions. FRANCHISEE
shall, upon execution of the Successor Franchise Agreement, pay to BKC the then
current initial franchise fee.

FRANCHISEE shall have, exercisable on the expiration date of the Term of this
Agreement, an option to obtain a Successor Franchise Agreement ("Successor Franchise
Agreement') for a Non-Traditional Restaurant for a term of twenty (20) years, provided that:

A. FRANCHISEE has given BKC written notice ("Notice") of its intention to exercise
its Option to Obtain a Successor Franchise Agreement during the fourth (4th) year
prior to the expiration of the Term of this Agreement.

E. FRANCHISEE shall execute the then current form of Successor Franchise

Agreement for Non-Traditional Restaurants, which may differ as to royalty and
advertising contributions, as well as other terms and conditions. FRANCHISEE
shall, upon execution of the Successor Franchise Agreement, pay to BKC the then
current initial franchise fee.

13. Subsection (6) of Section 18.A of the Franchise Agreement is hereby deleted in its entirety and
replaced by the following:

(6) FRANCHISEE fails to maintain the Franchised Restaurant or the Premises in good
condition and repair, or fails to make all Improvements, alterations or remodelings as may be
determined by BKC to be reasonably necessary to reflect the Current Image as provided in Section
5.B as and when required.

14. The following section is hereby added as the last subsection to Section 18.A of the Franchise
Agreement:

(28) If applicable, FRANCHISEE ceases to operate any Co-Branded Business on the

Premises, other than with the consent of BKC, except as a result of circumstances beyond
FRANCHISEE'S reasonable control (such as lack of electrical power, weather conditions,
earthquakes, strikes and the like) and FRANCHISEE diligently undertakes to resume operations
after the reason for cessation has been abated.

15. Subsection (3) of Section 18.B of the Franchise Agreement is hereby deleted in its entirety and
replaced by the following:

(3) If the parties do not enter into a Successor Franchise Agreement, FRANCHISEE
agrees to immediately upon termination or expiration of this Agreement, make such removals or
changes in signs and the Premises as BKC shall request, so as to effectively distinguish the
Premises and the Franchised Restaurant from its former appearance and from any other BURGER
KING Restaurant. In the event FRANCHISEE fails to make the changes, FRANCHISEE consents
to BKC entering the Premises (which includes the Franchised Restaurant) to make non-structural
changes at FRANCHISEE'S expense. FRANCHISEE shall obtain, on behalf of itself and BKC, the
right to enter the Premises to, effectuate the purposes of this subsection (3).

16. Subsection K. of Section 21 of the Franchise Agreement is hereby deleted in its entirety and
replaced by the following:

Non-Traditional Facility Addendum (Individual/Owner-Operator)

Exhibit E1 (03/2022)
BK#__________
12
 21. K. Entire Agreement

This Agreement, including the Key Contract Data page to this Agreement, together
with this Addendum, the Target Reservation Agreement, the Franchise Application, Contribution
Agreement, if applicable, submitted by FRANCHISEE to BKC upon which BKC is relying in granting
this franchise, constitute the entire agreement of the parties and supersede all prior agreements,
negotiations, commitments, representations and undertakings of the parties with respect to the
subject matter of this Agreement.

By entering into this Addendum, you expressly consent to transact business with BKC electronically and
that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and federal
laws, this Addendum may be executed by electronic signatures. The parties to this Addendum agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and
effect as the use of manual signatures and an electronically signed version of this Addendum shall
constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

Non-Traditional Facility Addendum (Individual/Owner-Operator)

Exhibit E1 (03/2022)
BK#__________
13
 EXHIBIT "A"

Description of Franchised Restaurant

Subject to any and all reservations, restrictions, easements, rights of way, limitations and conditions
of record, if any.

Non-Traditional Facility Addendum (Individual/Owner-Operator)

Exhibit E1 (03/2022)
BK#__________
14
 EXHIBIT "B"

Material Features of Franchised Restaurant

Non-Traditional Facility Addendum (Individual/Owner-Operator)

Exhibit E1 (03/2022)
BK#__________
15
 EXHIBIT "C"

Legal Description of Premises

Subject to any and all reservations, restrictions, easements, rights of way, limitations and conditions
of record, if any.

Non-Traditional Facility Addendum (Individual/Owner-Operator)

Exhibit E1 (03/2022)
BK#__________
16
 EXHIBIT "D"

List of Disapproved Products

Alcoholic beverages (other than beer and wine)

Adult books/magazines
Rolling papers
Spray paint
Ammunition
Microwave hamburgers

4892-4105-9844, v. 2

Non-Traditional Facility Addendum (Individual/Owner-Operator)

Exhibit E1 (03/2022)
BK#__________
17
EXHIBIT E2
 NON-TRADITIONAL
FACILITY ADDENDUM

BURGER KING® RESTAURANT FRANCHISE AGREEMENT (ENTITY)

This Non-Traditional Facility Addendum (the "Addendum") is made this _____ day of __________,
20___ by and between the undersigned parties.

This Addendum is part of the franchise agreement entered into by parties on the same date (the
“Franchise Agreement”) under which FRANCHISEE is licensed to own and operate the BURGER KING
Restaurant to be located at the Location of Franchised Restaurant on the Key Contract Data page of the
Franchise Agreement, and commonly referred to as BK# _____ (the “Franchised Restaurant”). In the event
of any conflicts between the Franchise Agreement and the terms of this Addendum, the terms of this
Addendum shall control. This Addendum amends and supplements the attached Franchise Agreement,
and all terms and conditions contained therein remain in full force and effect, except for the sections set
forth below:

1. DEFINITIONS: For purposes of this ADDENDUM, the following terms shall be defined as follows:

BURGER KING Restaurant, Traditional Facility ("Traditional Restaurant”):

A self-contained, full size BURGER KING Restaurant which is located and operated on a site as a
free-standing building. A Traditional Restaurant does not share any Common Areas with
non-BURGER KING businesses and serves the approved standard BURGER KING menu.

BURGER KING Restaurant, Non-Traditional Facility ("Non-Traditional Restaurant”):

A BURGER KING Restaurant authorized and approved by BKC to be developed at a site, which
site may also include other business concepts, such as retail gas stations, food service,
convenience stores, other franchised businesses or restaurants or other similar facilities. The
BURGER KING Restaurant operated at this site may be a full size BURGER KING Restaurant,
MRS Restaurant or In-Line Restaurant, as such terms are defined herein. The BURGER KING
Restaurant may or may not contain dedicated seating, but FRANCHISEE shall be required to install
and maintain seating as set forth on the site plan for the Restaurant approved by BKC and attached
as Exhibit "A” to this Addendum. Other material features of this BURGER KING Restaurant are set
forth on Exhibit "B" to this Addendum. The BURGER KING Restaurant is, in this Addendum and in
the Franchise Agreement which it modifies, hereafter also referred to as the "Franchised
Restaurant."

BURGER KING Restaurant, In-Line Facility ("In-Line Restaurant”):

A BURGER KING Restaurant designed food service system having a limited seating capacity
authorized and approved by BKC to be developed at selectively approved malls, food courts, strip
shopping centers or other retail locations to serve a limited menu of BURGER KING products.

BURGER KING Restaurant, MRS Facility (“MRS Restaurant”):

A BURGER KING Restaurant designed prefabricated or custom built restaurant food service
system authorized and approved by BKC to be developed at selectively approved retail or other
locations to serve a limited menu of BURGER KING products.

Non-Traditional Facility Addendum (Entity)

Exhibit E2 (03/2022)
BK #_________
1
 BURGER KING Restaurant, Co-Branded Facility:

A BURGER KING Restaurant authorized and approved by BKC to be developed at a site that
includes one or more Co-Branded Businesses.

Co-Branded Business(es):

One or more business concepts, such as retail gas stations, food service, convenience stores,
other franchised businesses or restaurants or other similar facilities, which are located at the
Premises where the Franchised Restaurant is located and operated.

Mall Location:

A Mall location is either a Traditional Restaurant, Non-Traditional Restaurant, or an In-Line

Restaurant located within a facility that contains multiple retail concepts, including goods and food
outlets.

Institutional Locations:

Institutional locations include government building and facilities, medical facilities, airports, train
and bus stations, sports facilities, factories, corporate campuses, turnpikes, limited access toll
roads, theme parks, zoos, casinos, and educational facilities.

Common Areas:

The areas of the Premises which may be shared by the Franchised Restaurant and the other
businesses operated on the Premises, if any, including but not limited to seating areas, parking,
restrooms, garbage and storage areas, fountain drinks station and the like.

Operator:

Any Person (except for FRANCHISEE and FRANCHISEE'S principals and employees) who owns,
operates, controls or maintains a business located on the Premises during the Term of the
Franchise Agreement.

Person:

Any natural person, corporation, unincorporated organization, trust, joint-stock company, joint
venture, association, company or partnership.

Premises:

The real estate, site, building and improvements, more particularly described on Exhibit C to this
Addendum, where the Franchised Restaurant is located and operated. The Premises includes the
Common Areas.

2. Section 1 of the Franchise Agreement is hereby deleted in its entirety and replaced by the following:

1. FRANCHISE GRANT: TERM AND LOCATION

BKC grants to FRANCHISEE and FRANCHISEE accepts a franchise for the duration of
the Term (defined below) to use the BURGER KING System and the BURGER KING marks only
in the operation of a BURGER KING Restaurant at the location described on the Key Contract Data
page attached to this Agreement and incorporated by reference herein (the "Franchised

Non-Traditional Facility Addendum (Entity)

Exhibit E2 (03/2022)
BK #_________
2
 Restaurant') (the term "Franchised Restaurant” consists solely of the shaded portions of the
premises as set forth on Exhibit "A” (the “Premises”)). The term of this Agreement commences on
the date the Franchised Restaurant opens for business (the "Commencement Date"), and shall
expire ____ (__) years thereafter (the "Term"), unless sooner terminated in accordance with the
provisions of this Agreement. In the event of a dispute over the date that the Franchised Restaurant
opens for business, the records maintained by BKC shall control and be dispositive. FRANCHISEE
agrees to operate the Franchised Restaurant at the Premises for the entire duration of the Term.
FRANCHISEE accepts this franchise with the full and complete understanding that the franchise
grant contains no promise or assurance of renewal. The sole and entire conditions under which
FRANCHISEE will have the opportunity of obtaining a Successor BURGER KING Franchise
Agreement at expiration are those set forth herein in Section 17. This franchise is for the specified
location only and does not in any way grant or imply any area, market or territorial rights proprietary
to FRANCHISEE. Notwithstanding anything set forth above, if FRANCHISEE continues to operate
the Franchised Restaurant after the end of the Term and does not obtain a Successor BURGER
KING Franchise Agreement in accordance with Section 17, FRANCHISEE shall be deemed to be
operating such Franchised Restaurant on a month-to-month basis under the terms and conditions
of this Agreement and BKC may terminate this Agreement at any time after the end of the Term
upon thirty (30) days prior written notice.

3. The following introductory sections are hereby added to Section 5 of the Franchise Agreement
(STANDARDS AND UNIFORMITY OF OPERATION):

FRANCHISEE acknowledges that the signs, equipment installation and configuration,

menu, size and appearance of the Franchised Restaurant operated pursuant to this Agreement
may significantly differ from that of a Traditional Restaurant. Changes in the standards,
specifications and procedures applicable to the operation of the Franchised Restaurant and related
Common Areas may become necessary and desirable from time to time, and FRANCHISEE agrees
to accept and comply with such modifications and revisions. The adoption of such standards shall
be solely at the discretion of BKC.

FRANCHISEE acknowledges that if the Premises includes a convenience store, the

convenience store will not sell those items listed on Exhibit "D" attached hereto.

Employees of FRANCHISEE (i) shall not wear BURGER KING restaurant uniforms when
working at any other business operated on the Premises, and (ii) shall not be assigned to work at
the Franchised Restaurant and at any other business operated on the Premises
contemporaneously during any shift of work hours.

4. The following subsections of Section 5 of the Franchise Agreement are hereby deleted in their
entirety and replaced by the following, and all of the other subsections shall remain unchanged:

B. Franchised Restaurant

The Franchised Restaurant shall be constructed and improved in the manner authorized
and approved by BKC, and the appearance of the exterior of the Premises, the Franchised
Restaurant as set forth on Exhibit "A", the material features set forth on Exhibit "B" and the Common
Areas shall not thereafter be altered except as may be approved in writing by BKC.

If the Franchised Restaurant shares a common storage area with any other business
operated on the Premises, FRANCHISEE will maintain the common storage area in accordance
with the applicable provisions of the MOD Manual. If the Premises includes another restaurant
concept, but only one drive-thru window, the drive-thru window shall be located on the BURGER
KING side of the Premises, and FRANCHISEE shall only service BURGER KING customers with
BURGER KING approved product at the drive-thru window.

Non-Traditional Facility Addendum (Entity)

Exhibit E2 (03/2022)
BK #_________
3
 If each of the Co-Branded Businesses operated at the Premises has a separate restroom
facility, the restroom located at the Franchised Restaurant shall be maintained in accordance with
BKC's standards for restroom cleanliness and repair. If there is only one restroom facility located
on the Premises, it shall be maintained in accordance with BKC's standards for cleanliness and
repair. In addition, FRANCHISEE shall not sell any items in the restroom without BKC's approval.

(1) Repair and Maintenance. FRANCHISEE shall, at its expense, continuously

throughout the Term of this Agreement, maintain the Franchised Restaurant and all Common Areas
located on the Premises in good condition and repair in accordance with BKC's then current repair
and maintenance standards.

(2) Current Image. Franchisee shall improve, alter and remodel the Franchised
Restaurant to bring it into conformance with the national and local plans, specifications and/or other
standards for new or remodeled non-traditional BURGER KING Restaurants as may hereafter be
reasonable changed and defined from time to time by BKC ("Current Image") in accordance with
the following timetable:

(i) If the Term of this Agreement is for a period of ten (10) to twenty (20)
years, during the tenth year of the Term, FRANCHISEE shall remodel, improve and alter
the exterior of the Franchised Restaurant to conform with the Current Image in effect on
the ninth anniversary of the date of this Agreement.

(ii) BKC and the Franchisee Advisory Council shall meet annually to discuss
and establish the components of Current Image for the Franchised Restaurant. The
Current Image as established by BKC and the Franchisee Advisory Council, from time to
time, shall be binding upon FRANCHISEE. If BKC and the Franchisee Advisory Council do
not agree on the Current Image, BKC and the Franchisee Association shall settle the
matter by arbitration by a sole arbitrator in accordance with the then current non-
administered arbitration rules of the Center for Public Resources. The arbitration shall be
governed by the United States Arbitration Act (U.S.A.A.), and judgment upon the decision
rendered by the arbitrator shall be binding on FRANCHISEE and BKC, and except as
provided in Section 10(a) of the U.S.A.A., shall not be appealable in any forum. The
decision may be entered by any court having jurisdiction thereof. The place of arbitration
shall be Miami, Florida.

Failure of FRANCHISEE to comply with the terms of this section 5.B shall be deemed a material
default of this Agreement.

C. Signs

The BURGER KING marks will only be erected and displayed in the manner and at such
locations as are approved and authorized by BKC, in writing. FRANCHISEE agrees to maintain
and display signs reflecting the Current Image of Non-Traditional Restaurants and shall not place
additional signs or posters on the Premises without the prior written consent of BKC. All signs with
the BURGER KING marks utilized at the Premises must be obtained from sources approved by
BKC.

FRANCHISEE shall discontinue the use of and destroy such signs as are declared
obsolete by BKC within the reasonable time specified by BKC. Such signs are fundamental to the
BURGER KING System and FRANCHISEE hereby grants to BKC the right to enter the Franchised
Restaurant and the Premises to remove and destroy unapproved or obsolete signs in the event
that FRANCHISEE has failed to do so within thirty (30) days after the written request of BKC.

Non-Traditional Facility Addendum (Entity)

Exhibit E2 (03/2022)
BK #_________
4
 D. Equipment

(1) Only equipment approved by BKC which meets the criteria and performance
standards of the BURGER KING System may be used in the Franchised Restaurant. The
equipment shall be maintained in a condition that meets operational standards specified in the
MOD Manual and, as equipment becomes obsolete or inoperable, Franchisee will replace the
equipment with the types and kinds of equipment as are then approved for use in BURGER KING
Restaurants. If BKC determines that additional or replacement equipment is needed because of a
change in menu items or method of preparation and service or because of health or safety
considerations, Franchisee will install the additional equipment or replacement equipment within
the reasonable time specified by BKC. Prior to mandating the use of a new or additional piece of
equipment, BKC shall use reasonable efforts to field test the proposed new equipment.

(2) Franchisee must, at its sole cost and expense: (a) at all times operate at the
Franchised Restaurant POS Systems (as hereinafter defined) approved by BKC; (b) upgrade or
replace in whole or in part any POS Systems as BKC may reasonably deem necessary or desirable
in the interest of proper administration of Burger King Restaurants throughout the BURGER KING
System, within such reasonable time as may be specified by BKC; (c) use the approved POS
Systems at all times to record and process such information as BKC may from time to time require,
including information regarding any other business carried on in or from any Burger King
Restaurant with the consent of BKC, keep such information available for access by BKC on the
POS System for such minimum period as BKC may require, and maintain and provide to BKC such
information in the format, and using such data exchange standards and protocols as BKC may
require; (d) effect the Polling (as hereinafter defined) operation at such time or times as may be
required by BKC, but BKC may itself initiate Polling whenever it deems appropriate; (e) permit BKC
or its agents to Poll any information contained in the POS System at any time; (f) permit BKC or its
agent to obtain all of the information referenced in this Section 5.D. that may be in the possession
of any third party vendor from whom Franchisee obtained an approved POS System; (g) if required
by BKC, download the information referenced in this Section 5.D. into machine readable
information compatible with the system operated by BKC or its agents and to deliver that
information to BKC by such method and within such timescale as BKC reasonably requires and (h)
integrate or otherwise permit the integration of such POS Systems with such technological
platforms designated by BKC from time to time (including websites and mobile applications
designated by BKC). For purposes of this Agreement, the term “POS System” means a point of
sale computerized system consisting of telecommunications systems (including required dedicated
telephone and power, network and broadband lines, and modem(s)), electronic hardware and software
technology (including printer(s)) and other computer-related accessories or peripheral equipment,
which captures, records and transmits sales, Taxes on sales, number, date and time of transactions,
products and combinations of products sold and employees using the system and such other related
information as may be required by BKC from time to time. For purposes of this Agreement, the term
“Polling” means any process acceptable to BKC by which information or data about the Franchised
Restaurant may be transmitted to or from a POS System or other system operated by Franchisee
or its agent into a computer or system operated by BKC or its agents in the manner and format
prescribed by BKC from time to time. For the avoidance of doubt, BKC may Poll for information
including, without limitation, daily sales data, daily transaction level data, sales per visit and
products and combination of products sold, otherwise known as product mix data or “PMIX”, and
inventory data.
(3) Franchisee must also, at its sole cost and expense: (a) maintain, use and/or
operate centralized or technology based methods of taking, processing, routing, and delivering
orders or receiving payment for such orders that may be mandated by BKC at any time during the
Term in addition to the methods and technology BKC currently uses or authorizes (individually an
“Additional Ordering System” and collectively "Additional Ordering Systems"); and (b) add or
replace equipment, wiring, hardware and software in connection with the Additional Ordering
Systems. To the extent any products and services related to an Additional Ordering System are

Non-Traditional Facility Addendum (Entity)

Exhibit E2 (03/2022)
BK #_________
5
 owned by BKC or provided to Franchisee by BKC, BKC may charge up front and/or ongoing fees.
BKC shall be the sole owner of all direct and related rights and assets, including software and
hardware, intellectual property and all data generated by the Additional Ordering Systems, but
excluding hardware or equipment Franchisee purchases directly for the purpose of gaining access
to the Additional Ordering System. If BKC requires Franchisee to use an Additional Ordering
System, then Franchisee shall comply with BKC’s requirements for connecting to, and utilizing such
technology in connection with Franchisee’s operation of the Franchised Restaurant. Franchisee
will install and implement any Additional Ordering System required by BKC within the reasonable
time specified by BKC.

(4) Franchisee must also, at its sole cost and expense: (a) maintain, use and/or
operate technology for the purpose of communicating with customers of BURGER KING
Restaurants and the collection, processing, storage and use of BURGER KING Restaurant
customer data that may be mandated by BKC at any time during the Term in addition to the
methods and technology BKC currently uses or authorizes (individually an “Additional Digital
System” and collectively, the “Additional Digital Systems”); and (b) add or replace equipment,
wiring, hardware and software in connection with the Additional Digital Systems. To the extent any
products and services related to an Additional Digital System are owned by BKC or provided to
Franchisee by BKC, BKC may charge up front and/or ongoing fees. BKC shall be the sole owner
of all direct and related rights and assets, including software and hardware, intellectual property
and all data generated by the Additional Digital Systems, but excluding hardware or equipment
Franchisee purchases directly for the purpose of gaining access to an Additional Digital System.
BKC may use the data generated by the Additional Digital Systems (1) to analyze customer trends,
(2) to market BKC-developed goods and products to all customers or specific customer(s), (3) to
reward loyal or repeat customers, (4) to provide the data to third parties, and (5) for such other
purposes as BKC deems appropriate in its sole discretion. Franchisee acknowledges and agrees
that all net profits received by BKC from providing the data generated by the Additional Digital
Systems to third parties shall be the sole property of BKC. If BKC requires Franchisee to use an
Additional Digital System, then Franchisee shall comply with BKC’s requirements for connecting
to, and utilizing such technology in connection with Franchisee’s operation of the Franchised
Restaurant. Franchisee will install and implement any Additional Digital System required by BKC
within the reasonable time specified by BKC.

F. Menu and Service

All menu items which BKC may deem appropriate to take full advantage of the potential
market and achieve standardization in the BURGER KING System will be served, and no items
which are not set forth in the MOD Manual or otherwise authorized and approved by BKC in writing
for sale from the Franchised Restaurant will be served. FRANCHISEE shall only sell the approved
menu items at retail to consumers from and through the Franchised Restaurant, and shall not sell
such items for redistribution or resale. FRANCHISEE shall adhere to all specifications contained
in the MOD Manual or as otherwise prescribed by BKC as to ingredients, methods of preparation
and service, weight and dimensions of products served, and standards of cleanliness, health and
sanitation. Franchisee shall notify BKC in writing within twenty-four hours of any investigation or
violation, actual or alleged, concerning any health or sanitary laws or regulations that results in a
failing score from the governmental authority, a closure of the Franchised Restaurant or a
threatened closure of the Franchised Restaurant, or that constitutes a critical food safety violation
as set forth in the MOD Manual (each, a “Food Safety Incident”). Upon the occurrence of any Food
Safety Incident, Franchisee shall take any actions directed by BKC or any governmental authority
concerning such investigation or violation. All food, drink and other items will be served and sold
in packaging that meets BKCs specifications. Only food, beverages, supplies, paper products and
packaging from sources approved by BKC shall be used in the Franchised Restaurant.

Non-Traditional Facility Addendum (Entity)

Exhibit E2 (03/2022)
BK #_________
6
 FRANCHISEE shall ensure that only fountain drinks approved by BKC are sold at the
Franchised Restaurant. If there is a common self-service drink station located on the Premises,
FRANCHISEE may only sell approved beverages from the common drink station, and all sales to
customers at or from the Franchised Restaurant must be processed through the BURGER KING
POS system located at the Franchised Restaurant and included in the calculation of Gross Sales.
In the event that approved beverages are not being sold from the common drink station,
FRANCHISEE shall install, at its sole cost and expense, a separate drink station for use at the
Franchised Restaurant where only approved beverages shall be sold. Notwithstanding the
foregoing, BKC reserves the right to collect royalties on all fountain drinks sold on the Premises.

FRANCHISEE shall offer for sale at the Franchised Restaurant coffee dispensed by coffee
equipment approved by BKC.

FRANCHISEE acknowledges that if the Premises includes a Co-Branded Business, at

BKC's request, the Co-Branded Business will not sell products that are competitive with BKC menu
items available on the date hereof or introduced by BKC after the date of the Franchise Agreement.

I. Advertising and Promotional Materials

Only those advertising and promotional materials or items which are authorized by BKC in
writing before use shall be used, sold or distributed from the Franchised Restaurant, and no display
or use of the BURGER KING marks shall be made without the prior written approval of BKC. All
materials on which the BURGER KING marks are used must include the designation  or such
other designation as BKC may specify. FRANCHISEE must, immediately upon receipt of notice
from BKC, remove or discontinue the use, publication, display, sale and distribution of any
advertising or promotional material, slogans, and any material on which the BURGER KING Marks
appear, which BKC has not approved or has ceased to use.

No materials on which the BURGER KING marks are used shall be displayed in or around
the areas of the Premises outside the Franchised Restaurant without the prior written approval of
BKC.

J. Right of Entry and Inspection

BKC shall have the unrestricted right to enter the Premises, including the Franchised
Restaurant and the Common Areas, to conduct such activities as it deems necessary to ascertain
FRANCHISEE'S compliance with this Agreement. The inspections may be conducted without prior
notice at any time when FRANCHISEE or one of its employees is at the Franchised Restaurant.
The inspections will be performed in a manner which minimizes interference with the operation of
the Franchised Restaurant.

FRANCHISEE and BKC acknowledge and agree that FRANCHISEE will operate the
Franchised Restaurant and may not have dominion and control over the other Co-Branded
Businesses. However, FRANCHISEE acknowledges that BKC shall require access to the
Premises in order to effectuate the terms of this Agreement. Accordingly, FRANCHISEE hereby
agrees that it will obtain the right, on behalf of itself and BKC, to enter the Franchised Restaurant,
the Common Areas and all other areas of the Premises from any and all Persons whose approval
is required for the purpose of effectuating the terms of this Agreement.

5. If the Franchised Restaurant is located at an Institutional Location, Subsection 9.B of the Franchise
Agreement shall be deleted in its entirety and replaced by the following:

Non-Traditional Facility Addendum (Entity)

Exhibit E2 (03/2022)
BK #_________
7
 B. Advertising, Sales Promotion and Public Relations

FRANCHISEE shall pay to BKC or its designee an amount equal to two and one-
half (2.5%) percent of FRANCHISEE's monthly Gross Sales by the tenth (10th) day of each
month based upon FRANCHISEE's Gross Sales for the preceding month (the "National
Advertising Contribution"). This sum, less direct administrative expenses, will be used for
(a) market research expenditures directly related to the development and evaluation of the
effectiveness of advertising and sales promotions, (b) creative, production and other costs
incurred in connection with the development of advertising, sales promotions and public
relations both in the market area of the Franchised Restaurant, as reasonably defined
from time to time by BKC, and on a national basis, and (c) various methods of delivering
the advertising or promotional message, including, without limitation, television, radio,
outdoor and print ("Media"). The allocation of the Advertising Contribution between
national, regional and local expenditures shall be made by BKC, in its sole business
judgment.

FRANCHISEE shall spend an additional one and one-half percent (1.5%) of

FRANCHISEE's monthly Gross Sales, based upon FRANCHISEE's Gross Sales for the
preceding month, on advertising sales promotion, public relations and other activities in
support of the Franchised Restaurant (the “Local Advertising Contribution,” and together
with the National Advertising Contribution, the “Advertising Contribution”). At the end of
each calendar year, FRANCHISEE shall certify in writing to BKC that this obligation has
been satisfied and, upon request, FRANCHISEE shall submit to BKC all invoices,
promotional copies and other supporting documentation to evidence the expenditure by
FRANCHISEE of an amount equal to one and one-half percent (1.5%) of monthly Gross
Sales. Failure to expend these funds shall constitute a material default under Section
18(A)(7) of this Agreement.

6. If the Franchised Restaurant is located at a Mall Location, Subsection 9.B of the Franchise
Agreement shall be deleted in its entirety and replaced by the following:

B. Advertising, Sales Promotion and Public Relations

FRANCHISEE shall pay to BKC or its designee an amount equal to two and one-
half percent (2.5%) of FRANCHISEE's monthly Gross Sales by the tenth (10th) day of each
month based upon FRANCHISEE's Gross Sales for the preceding month (the "National
Advertising Contribution"). This sum, less direct administrative expenses, will be used for
(a) market research expenditures directly related to the development and evaluation of the
effectiveness of advertising and sales promotions, (b) creative, production and other costs
incurred in connection with the development of advertising, sales promotions and public
relations both in the market area of the Franchised Restaurant, as reasonably defined from
time to time by BKC, and on a national basis, and (c) various methods of delivering the
advertising or promotional message, including, without limitation, television, radio, outdoor
and print ("Media"). The allocation of the Advertising Contribution between national,
regional and local expenditures shall be made by BKC, in its sole business judgment.

FRANCHISEE shall spend an additional one and one-half percent (1.5%) of

FRANCHISEE's monthly Gross Sales, based upon FRANCHISEE's Gross Sales for the
preceding month, on advertising sales promotion, public relations and other activities in
support of the Franchised Restaurant (the “Local Advertising Contribution,” and together
with the National Advertising Contribution, the “Advertising Contribution”). At the end of
each calendar year, FRANCHISEE shall certify in writing to BKC that this obligation has
been satisfied and, upon request, FRANCHISEE shall submit to BKC all invoices,
promotional copies and other supporting documentation to evidence the expenditure by
FRANCHISEE of an amount equal to one and one-half percent (1.5%) of monthly Gross

Non-Traditional Facility Addendum (Entity)

Exhibit E2 (03/2022)
BK #_________
8
 Sales. Failure to expend these funds shall constitute a material default under Section
18(A)(7) of this Agreement.

7. The following sentence is hereby added to Section 10.A of the Franchise Agreement:

To insure compliance with the terms of this Agreement, BKC reserves the right to examine
and request copies of books and records relating to any other business operated on the Premises,
including, without limitation, register tapes and receipts. FRANCHISEE shall obtain the right, on
behalf of itself and BKC, to obtain copies of such books and records from all Persons whose
approval is required.

8. If the Franchised Restaurant is located at a Co-Branded Facility, the following section is hereby
added to Section 12 of the Franchise Agreement:

The FRANCHISEE shall not own, control, or have any interest in any other business,
including, without limitation, any Co-Branded Business.

9. If the Franchised Restaurant is located at a Co-Branded Facility, the following section is hereby
added to Section 13.A of the Franchise Agreement:

With respect to each Co-Branded Business, FRANCHISEE shall cause each Co-Branded
Business to obtain Comprehensive General Liability insurance, including Products Liability and
Broad Form Contractual Liability, in such amount as BKC may reasonably request. If
FRANCHISEE or any Operator dispenses or sells beer or wine from a Co-Branded Business, such
insurance shall be endorsed to include coverage for liabilities arising out of the dispensing or selling
of alcoholic beverages imposed under any law, including without limitation, a dram shop or alcoholic
beverage control act. Each policy will name BKC and its subsidiaries, its Affiliates and parent
companies as additional insureds, will provide that the policy cannot be canceled without Thirty
(30) days prior written notice to BKC, and will insure against the liability of BKC for both
FRANCHISEE'S and employees and agents of the Co-Branded Business's acts or omissions.
Before the Commencement Date, FRANCHISEE shall furnish, or shall cause the Co-Branded
Business to furnish, to BKC Certificates of Insurance reflecting that the insurance coverage is in
effect pursuant to the terms of this Agreement.

10. Section 13.E for the Franchise Agreement is hereby deleted in its entirety and replaced by the
following:

E. FRANCHISEE is responsible for all losses or damages and contractual liabilities

to third persons arising out of or in connection with possession, ownership or operation of the
Franchised Restaurant, the Common Areas and the other businesses operated on the premises,
and for all claims or demands for damages to property or for injury, illness or death of persons
directly or indirectly resulting therefrom. FRANCHISEE agrees to defend, indemnify and save BKC
and its subsidiaries, Affiliates and parent companies harmless from, against and with respect to
any such claims, demands, losses, obligations, costs, expenses, liabilities, debts, damages,
penalties, fines, settlements and causes of action, including, without limitation, reasonable fees and
disbursements of counsel (hereinafter, "Claims"), unless resulting from the negligence of BKC.
BKC's right to indemnity under this Agreement shall arise and be valid notwithstanding that joint or
concurrent liability may be imposed on BKC by statute, ordinance, regulation or other law. The
indemnification of BKC by FRANCHISEE shall not be limited by the amount of insurance required
under Section 13.A or 13.B. This indemnity obligation shall include, but not be limited to, claims
related to the employment of FRANCHISEE'S employees. This obligation of FRANCHISEE to
indemnify and defend BKC is separate and distinct from its obligation to maintain insurance under
the provisions of Section 13.A and 13.B.

Non-Traditional Facility Addendum (Entity)

Exhibit E2 (03/2022)
BK #_________
9
 Without limiting the generality of the foregoing, FRANCHISEE agrees to defend, indemnify and
save BKC and its subsidiaries, Affiliates and parent companies harmless from, against and with
respect to any Claims (including environmental consultant and laboratory fees and costs and
expenses of investigating and defending any Claims) resulting from or attributable to (i) the
presence, disposal, migration, release or threatened release of any hazardous substance that is
on, from or affecting the Premises, including the soil, water, vegetation, buildings, personal
property, persons or otherwise; (ii) any bodily injury (including wrongful death) or property damage
(real or personal) arising out of or relating to such hazardous substance(s); (iii) any lawsuits or
administrative order relating to such hazardous substance(s); or (iv) any violation of any laws
applicable to any hazardous substance for which FRANCHISEE or any Operator is responsible.

This obligation to indemnify and defend BKC shall apply even in the event of the negligence of or
claim of negligence against BKC and regardless of whether the negligence or claim of negligence
against BKC is as a result of the acts or omissions of BKC or that of FRANCHISEE or any Operator.
However, the obligation of FRANCHISEE to indemnify BKC for its own negligence shall be limited
to an amount equal to the amount of insurance set forth in Section 13.A or 13.B. BKC's right to
indemnity under this Agreement shall arise and be valid notwithstanding that joint or concurrent
liability may be imposed on BKC by statute, ordinance, regulation or other law. The indemnification
of BKC by FRANCHISEE for the negligence, acts or omissions of FRANCHISEE or any other
Operator, shall not be limited by the amount of insurance required under Section 13.A or 13.B. This
indemnity obligation shall include, but not be limited to, claims related to the employment of
FRANCHISEES employees. This obligation of FRANCHISEE to indemnify and defend BKC is
separate and distinct from its obligation to maintain insurance under the provisions of Section 13.A
and 13.B.

11. The introductory Section and subsections A. and E. of Section 17 of the Franchise Agreement are
hereby deleted in their entirety and replaced by the following:

17. OPTION TO OBTAIN SUCCESSOR FRANCHISE AGREEMENT

(select one):

FRANCHISEE shall have, exercisable on the expiration date of the Term of this
Agreement, an option to obtain a Successor Franchise Agreement ("Successor Franchise
Agreement”) for a Non-Traditional Restaurant for a term of Five (5) years, provided that:

A. FRANCHISEE has given BKC written notice ("Notice") of its intention to exercise
its Option to Obtain a Successor Franchise Agreement during the second (2nd)
year prior to the expiration of the Term of this Agreement.

E. FRANCHISEE shall execute the then current form of Successor Franchise

Agreement for Non-Traditional Restaurants, which may differ as to Royalty and
Advertising Contributions, as well as other terms and conditions. FRANCHISEE
shall, upon execution of the Successor Franchise Agreement, pay to BKC the then
current initial franchise fee.

FRANCHISEE shall have, exercisable on the expiration date of the Term of this
Agreement, an option to obtain a Successor Franchise Agreement ("Successor Franchise
Agreement”) for a Non-Traditional Restaurant for a term of Ten (10) years, provided that:

A. FRANCHISEE has given BKC written notice ("Notice") of its intention to exercise
its Option to Obtain a Successor Franchise Agreement during the fourth (4th) year
prior to the expiration of the Term of this Agreement.

E. FRANCHISEE shall execute the then current form of Successor Franchise

Agreement for Non-Traditional Restaurants, which may differ as to Royalty and
Non-Traditional Facility Addendum (Entity)
Exhibit E2 (03/2022)
BK #_________
10
 Advertising Contributions, as well as other terms and conditions. FRANCHISEE
shall, upon execution of the Successor Franchise Agreement, pay to BKC the then
current intimal franchise fee.

FRANCHISEE shall have, exercisable on the expiration date of the Term of this
Agreement, an option to obtain a Successor Franchise Agreement ("Successor Franchise
Agreement') for a Non-Traditional Restaurant for a term of twenty (20) years, provided that:

A. FRANCHISEE has given BKC written notice ("Notice") of its intention to exercise
its Option to Obtain a Successor Franchise Agreement during the fourth (4th) year
prior to the expiration of the Term of this Agreement.

E. FRANCHISEE shall execute the then current form of Successor Franchise

Agreement for Non-Traditional Restaurants, which may differ as to royalty and
advertising contributions, as well as other terms and conditions. FRANCHISEE
shall, upon execution of the Successor Franchise Agreement, pay to BKC the then
current initial franchise fee.

12. Subsection (6) of Section 18.A of the Franchise Agreement is hereby deleted in its entirety and
replaced by the following:

(6) FRANCHISEE fails to maintain the Franchised Restaurant or the Premises in good
condition and repair, or fails to make all Improvements, alterations or remodelings as may be
determined by BKC to be reasonably necessary to reflect the Current Image as provided in Section
5.B as and when required.

13. The following section is hereby added as the last subsection to Section 18.A of the Franchise
Agreement:

(29) If applicable, FRANCHISEE ceases to operate any Co-Branded Business on the

Premises, other than with the consent of BKC, except as a result of circumstances beyond
FRANCHISEE'S reasonable control (such as lack of electrical power, weather conditions,
earthquakes, strikes and the like) and FRANCHISEE diligently undertakes to resume operations
after the reason for cessation has been abated.

14. Subsection (3) of Section 18.B of the Franchise Agreement is hereby deleted in its entirety and
replaced by the following:

(3) If the parties do not enter into a Successor Franchise Agreement, FRANCHISEE
agrees to immediately upon termination or expiration of this Agreement, make such removals or
changes in signs and the Premises as BKC shall request, so as to effectively distinguish the
Premises and the Franchised Restaurant from its former appearance and from any other BURGER
KING Restaurant. In the event FRANCHISEE fails to make the changes, FRANCHISEE consents
to BKC entering the Premises (which includes the Franchised Restaurant) to make non-structural
changes at FRANCHISEE'S expense. FRANCHISEE shall obtain, on behalf of itself and BKC, the
right to enter the Premises to, effectuate the purposes of this subsection (3).

15. Subsection J. of Section 21 of the Franchise Agreement is hereby deleted in its entirety and
replaced by the following:

J. Entire Agreement

This Agreement, including the Key Contract Data page to this Agreement, together
with this Addendum, and, if applicable, the Target Reservation Agreement, the Franchise

Non-Traditional Facility Addendum (Entity)

Exhibit E2 (03/2022)
BK #_________
11
 Application, the Capitalization Plan, the Corporate/Entity Franchise Application, and the Owner’s
Guaranty, and Contribution Agreement, submitted by FRANCHISEE to BKC upon which BKC is
relying in granting this franchise, constitute the entire agreement of the parties and supersede all
prior agreements, negotiations, commitments, representations and undertakings of the parties with
respect to the subject matter of this Agreement.

By entering into this Addendum, you expressly consent to transact business with BKC electronically and
that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and federal
laws, this Addendum may be executed by electronic signatures. The parties to this Addendum agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and
effect as the use of manual signatures and an electronically signed version of this Addendum shall
constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*,
a*

By:
*, Managing Owner

Non-Traditional Facility Addendum (Entity)

Exhibit E2 (03/2022)
BK #_________
12
 EXHIBIT "A"

Description of Franchised Restaurant

Subject to any and all reservations, restrictions, easements, rights of way, limitations and conditions
of record, if any.

Non-Traditional Facility Addendum (Entity)

Exhibit E2 (03/2022)
BK #_________
13
 EXHIBIT "B"

Material Features of Franchised Restaurant

Non-Traditional Facility Addendum (Entity)

Exhibit E2 (03/2022)
BK #_________
14
 EXHIBIT "C"

Legal Description of Premises

Subject to any and all reservations, restrictions, easements, rights of way, limitations and conditions
of record, if any.

Non-Traditional Facility Addendum (Entity)

Exhibit E2 (03/2022)
BK #_________
15
 EXHIBIT "D"

List of Disapproved Products

Alcoholic beverages (other than beer and wine)

Adult books/magazines
Rolling papers
Spray paint
Ammunition
Microwave hamburgers

4884-3536-0260, v. 2

Non-Traditional Facility Addendum (Entity)

Exhibit E2 (03/2022)
BK #_________
16
EXHIBIT E3
 DELIVERY RESTAURANT ADDENDUM

BURGER KING® RESTAURANT FRANCHISE AGREEMENT (ENTITY)

This Delivery Restaurant Addendum (the "Addendum") is made this _____ day of __________,
20___ by and between the undersigned parties.

This Addendum is part of the franchise agreement entered into by parties on the same date (the
“Franchise Agreement”) under which Franchisee is licensed to own and operate the BURGER KING
Restaurant to be located at the Location of Franchised Restaurant set forth on the Key Contract Data page
of the Franchise Agreement, and commonly referred to as BK# _____ (the “Franchised Restaurant”). In
the event of any conflicts between the Franchise Agreement and the terms of this Addendum, the terms of
this Addendum shall control. This Addendum amends and supplements the attached Franchise
Agreement, and all terms and conditions contained therein remain in full force and effect, except for the
sections set forth below:

1. DEFINITIONS: Any capitalized terms that are used but not defined herein shall have the same
meaning set forth in the Franchise Agreement. For purposes of this Addendum, the following terms
shall be defined as follows:

Delivery Aggregator:

A business that serves as an intermediary between a customer and a BURGER KING Restaurant
by taking orders through a website, mobile application, or other online or telephonic ordering
method managed by the business and transmitting them to the Franchised Restaurant. For the
avoidance of doubt, BKC or its designee may serve as a Delivery Aggregator.

Delivery Restaurant:

A BURGER KING Restaurant operated at a food preparation and cooking facility (i) located within
a building or other enclosed structure, which may also include within such enclosed structure or on
the Premises other food service concepts, other franchised restaurant businesses or restaurants
or other similar facilities, (ii) established primarily for the preparation of meals for delivery to a
customer’s home or other location, and (iii) with no dining area for customers. BKC will determine,
in its sole discretion, the final layout, equipment package, and other material features for the
Delivery Restaurant.

Delivery Service:

A system adopted and followed by the Franchised Restaurant that consists of receiving customer
orders from a Delivery Aggregator approved by BKC from time to time, and the sale, fulfillment and
delivery of such orders by the Franchised Restaurant to its customers’ home or other location as
more particularly described herein.

Premises:

The real estate, site, building and improvements, and other enclosed structures more particularly
described on Exhibit “A” to the Franchise Agreement, where the Franchised Restaurant is located
and operated.

Traditional Restaurant:

A self-contained, full size BURGER KING Restaurant which is located and operated on a site as a
free-standing building.

Delivery Restaurant Addendum (Entity)

Exhibit E3 (03/2022)
BK #_________
1
2. FRANCHISE GRANT. Section 1 of the Franchise Agreement is hereby deleted in its entirety and
replaced by the following:

1. FRANCHISE GRANT: TERM AND LOCATION

A. TERM AND LOCATION. BKC grants to Franchisee and Franchisee accepts a

franchise for the duration of the Term (defined below) to use the BURGER KING System and the BURGER
KING marks only in the operation of a Delivery Restaurant at the location described on the Key Contract
Data page attached to this Agreement and incorporated by reference herein (the "Franchised Restaurant').
Notwithstanding anything to the contrary in this Agreement (including the Key Contract Data page), the
term of this Agreement commences on the date the Franchised Restaurant opens for business (the
"Commencement Date"), and shall be for a period of one (1) year, unless sooner terminated in accordance
with the provisions of this Agreement (the "Term"). In the event of a dispute over the date that the
Franchised Restaurant opens for business, the records maintained by BKC shall control and be dispositive.
Notwithstanding anything set forth above, if Franchisee continues to operate the Franchised Restaurant
after the end of the Term, Franchisee shall be deemed to be operating such Franchised Restaurant on a
month-to-month basis under the terms and conditions of this Agreement and BKC may terminate this
Agreement at any time after the end of the Term upon thirty (30) days prior written notice.

B. CONTINUOUS OPERATION. Franchisee agrees to operate the Franchised

Restaurant as a Delivery Restaurant at the Premises for the entire duration of the Term. Franchisee
accepts this franchise with the full and complete understanding that the franchise grant contains no promise
or assurance of renewal.

C. NO EXCLUSIVITY. Franchisee acknowledges and agrees that the franchise

granted under this Agreement is for the operation of a BURGER KING Restaurant for the Term at the
Location set forth on the Key Contract Data page only, and that Franchisee has no right to any exclusive
territory, market or trade area, or to object to the development or location of any additional franchised or
company-operated BURGER KING Restaurants, or other food outlets operating under a trademark, service
mark or system owned or licensed by BKC or any of its Affiliates. BKC (and its Affiliates, if applicable) may
in its business judgment develop, operate, license or franchise additional BURGER KING Restaurants or
other food outlets operating under a trademark, service mark or system owned or licensed by BKC or any
of its Affiliates anywhere, including sites in the immediate proximity of the Franchised Restaurant and/or in
the same territory, market or trade area of the Franchised Restaurant. FRANCHISEE HEREBY WAIVES
ANY RIGHT IT HAS, MAY HAVE, OR MIGHT IN THE FUTURE HAVE, (A) PURSUANT TO THE
PROCEDURES FOR RESOLVING DEVELOPMENT DISPUTES, OR (B) TO OTHERWISE OPPOSE THE
DEVELOPMENT OR LOCATION OF OTHER BURGER KING RESTAURANTS OR OTHER FOOD
OUTLETS OPERATING UNDER A TRADEMARK, SERVICE MARK OR SYSTEM OWNED OR LICENSED
BY BKC OR ANY OF ITS AFFILIATES, AND TO ASSERT ANY CLAIM FOR COMPENSATION OR
INJUNCTIVE RELIEF FROM OR AGAINST BKC OR ANY OF ITS AFFILIATES OR FRANCHISEES IN
RESPECT OF ANY AND ALL DETRIMENT OR LOSS SUFFERED BY IT AS A RESULT OF THE
DEVELOPMENT AND LOCATION OF ADDITIONAL BURGER KING RESTAURANTS OR OTHER FOOD
OUTLETS OPERATING UNDER A TRADEMARK, SERVICE MARK OR SYSTEM OWNED OR LICENSED
BY BKC OR ANY OF ITS AFFILIATES.

3. INITIAL FRANCHISE FEE. Section 2 of the Franchise Agreement is hereby deleted in its entirety
and replaced by the following:

2. INITIAL FRANCHISE FEE

Franchisee acknowledges that the grant of this franchise constitutes the consideration for the
payment by Franchisee to BKC of an initial franchise fee of Two Thousand Five Hundred Dollars
($2,500.00) (the “Initial Franchise Fee”), and that this sum shall be fully earned by BKC upon the execution
and delivery of this Agreement.

Delivery Restaurant Addendum (Entity)

Exhibit E3 (03/2022)
BK #_________
2
4. STANDARDS AND UNIFORMITY OF OPERATION. The following introductory sections are hereby
added to Section 5 of the Franchise Agreement:

Franchisee acknowledges that the signs, equipment installation and configuration, menu, size and
appearance of the Franchised Restaurant operated pursuant to this Agreement may significantly differ from
that of a Traditional Restaurant. Changes in the standards, specifications and procedures applicable to the
operation of the Franchised Restaurant may become necessary and desirable from time to time, and
Franchisee agrees to accept and comply with such modifications and revisions. The adoption of such
standards shall be solely at the discretion of BKC.

Employees of Franchisee (i) shall not wear BURGER KING restaurant uniforms when working at
any other business operated on the Premises, and (ii) shall not be assigned to work at the Franchised
Restaurant and at any other business operated on the Premises contemporaneously during any shift of
work hours.

5. STANDARDS AND UNIFORMITY OF OPERATION. The following subsections of Section 5 of the

Franchise Agreement are hereby deleted in their entirety and replaced by the following, without
affecting the remainder of Section 5 of the Franchise Agreement:

B. Franchised Restaurant

The Franchised Restaurant, including the kitchen contained therein, shall be constructed and
improved in the manner authorized and approved by BKC.

If the Franchised Restaurant shares a common storage area with any other business operated on
the Premises, Franchisee shall maintain the common storage area in accordance with the applicable
provisions of the MOD Manual.

(1) Repair and Maintenance. Franchisee shall, at its expense, continuously

throughout the Term of this Agreement, maintain the Franchised Restaurant on the Premises in
good condition and repair in accordance with BKC's then current repair and maintenance
standards.

C. Signs

Franchisee shall not display or erect signs using the BURGER KING marks unless previously
approved and authorized by BKC in writing. Any such signs approved and authorized by BKC shall be
purchased from sources approved by BKC. Franchisee shall discontinue the use of and destroy such signs
as are declared obsolete by BKC within the reasonable time specified by BKC. Such signs are fundamental
to the BURGER KING Restaurant System and Franchisee hereby grants to BKC the right to enter the
Franchised Restaurant to remove and destroy unapproved or obsolete signs in the event that Franchisee
has failed to do so within thirty (30) days after the written request of BKC.

F. Menu and Service

Franchisee shall serve a limited menu of items which BKC determines, in its sole discretion, as
appropriate to take full advantage of the potential market and achieve standardization in the BURGER KING
System, and no items which are not set forth in the MOD Manual or otherwise authorized and approved by
BKC in writing for sale from the Franchised Restaurant will be served. BKC shall be entitled to modify
items on the limited menu from time to time in its sole discretion. Franchisee shall only sell the approved
menu items at retail to consumers from and through the Franchised Restaurant, and shall not sell such
items for redistribution or resale. Franchisee shall adhere to all specifications contained in the MOD Manual
or as otherwise prescribed by BKC as to ingredients, methods of preparation and service, weight and
dimensions of products served, and standards of cleanliness, health and sanitation. Franchisee shall notify

Delivery Restaurant Addendum (Entity)

Exhibit E3 (03/2022)
BK #_________
3
BKC in writing within twenty-four hours of any investigation or violation, actual or alleged, concerning any
health or sanitary laws or regulations that results in (i) a failing score from a governmental authority, (ii) a
closure of the Franchised Restaurant or a threatened closure of the Franchised Restaurant, (iii) a closure
or threatened closure of any other restaurant business located in the same building or enclosed structure
as the Franchised Restaurant, or (iv) a critical food safety violation as set forth in the MOD Manual (each,
a “Food Safety Incident”). Upon the occurrence of any Food Safety Incident, Franchisee shall take any
actions directed by BKC and any governmental authority concerning such investigation or violation. All
food, drink and other items will be served and sold in packaging that meets BKC’s specifications. Only
food, beverages, supplies, paper products and packaging from sources approved by BKC shall be used in
the Franchised Restaurant.

Franchisee shall ensure that only drinks (fountain or bottled) or other beverages approved by BKC
are sold at the Franchised Restaurant. Franchisee may only sell approved beverages, and all sales to
customers at or from the Franchised Restaurant must be processed through the BURGER KING POS
system located at the Franchised Restaurant and included in the calculation of Gross Sales.
Notwithstanding the foregoing, BKC reserves the right to collect Royalties and Advertising Contributions on
all drinks (fountain or bottled) sold on the Premises.

G. Hours of Operation.

The Franchised Restaurant shall be open for business at times and dates agreed upon, in writing,
by BKC and Franchisee. In the event that BKC and Franchisee cannot agree on times and dates for the
Franchised Restaurant to be opened for business, BKC's judgment shall be conclusive. The Franchised
Restaurant may be closed on Thanksgiving Day and/or Christmas Day if a majority of the BURGER KING
Restaurants in the market area (DMA) in which the Franchised Restaurant is located elect to close on the
holiday.

I. Advertising and Promotional Materials

Only those advertising and promotional materials or items which are authorized by BKC in writing
prior to use shall be used, sold or distributed from the Franchised Restaurant, and no display or use of the
BURGER KING marks shall be made without the prior written approval of BKC. All materials on which the
BURGER KING marks are used must include the designation  or such other designation as BKC may
specify. Franchisee must, immediately upon receipt of notice from BKC, remove or discontinue the use,
publication, display, sale and distribution of any advertising or promotional material, slogans, and any
material on which the BURGER KING Marks appear, which BKC has not approved or has ceased to use.

No materials on which the BURGER KING marks are used shall be displayed in or around the
areas of the Premises outside the Franchised Restaurant without the prior written approval of BKC.

J. Right of Entry and Inspection

BKC shall have the unrestricted right to enter the Premises, including the Franchised Restaurant,
to conduct such activities as it deems necessary to ascertain Franchisee’s compliance with this Agreement.
The inspections may be conducted without prior notice at any time when Franchisee or one of its employees
is at the Franchised Restaurant. The inspections will be performed in a manner which minimizes
interference with the operation of the Franchised Restaurant.

Franchisee acknowledges that BKC shall require access to the Premises in order to effectuate the
terms of this Agreement. Accordingly, Franchisee hereby agrees that it will obtain the right, on behalf of
itself and BKC, to enter the Franchised Restaurant and all other areas of the Premises from any and all
Persons whose approval is required for the purpose of effectuating the terms of this Agreement.

Delivery Restaurant Addendum (Entity)

Exhibit E3 (03/2022)
BK #_________
4
6. STANDARDS AND UNIFORMITY OF OPERATION. The language “in accordance with the
following timetable” is hereby deleted from the first paragraph of Section 5B(2). Further, Section
5.B(2)(i) of the Franchise Agreement is hereby deleted in its entirety.

7. DELIVERY. Section 5 of the Franchise Agreement is hereby amended with the addition of subection
M.

M. Delivery

(1) Franchisee shall establish, maintain and provide the Delivery Service from and after the
Commencement Date.

(2) Franchisee acknowledges the need for effective implementation of the Delivery Service
and agrees to sign and maintain in place an agreement with the Delivery Aggregators to effectuate the
Delivery Service on terms approved by BKC. Franchisee shall be solely responsible for its compliance with
the obligations under its agreement with each Delivery Aggregator, including, without limitation, any
payments due for commissions, order processing costs, call center costs, handling and delivery costs.
Franchisee shall indemnify, defend and hold BKC and any of its affiliates harmless in respect to any damage
that may arise as a result of Franchisee’s breach of its obligations to any Delivery Aggregator.

(3) From the Commencement Date, Franchisee must maintain uninterrupted Delivery Service.
Franchisee acknowledges that the Delivery Service is an integral part of the Burger King System and it
therefore commits to the maintenance and development of the Delivery Service strictly in compliance with
the terms of this Franchise Agreement and BKC’s standards and specifications, including, without limitation,
standards of uniformity, licensing, authorizations and/or approvals, as well as compliance with applicable
laws and insurance requirements. Without limiting the generality of the foregoing, Franchisee agrees to
strictly adhere to the standards, specifications, and procedures applicable to the Delivery Service, as set
forth in this Agreement including the MOD Manual.

8. SERVICES AVAILABLE TO FRANCHISEE. Section 6.D of the Franchise Agreement is hereby

deleted in its entirety.

9. ADVERTISING, SALES PROMOTION AND PUBLIC RELATIONS. Section 9.B(viii) of the

Franchise Agreement is hereby deleted in its entirety.

10. ACCOUNTING PROCEDURES; RIGHT OF AUDIT. The following sentence is hereby added to
Section 10.A of the Franchise Agreement:

To insure compliance with the terms of this Agreement, BKC reserves the right to examine and
request copies of books and records relating to any other business operated on the Premises, including,
without limitation, register tapes and receipts. Franchisee shall obtain the right, on behalf of itself and BKC,
to obtain copies of such books and records from all Persons whose approval is required.

11. OPTION TO OBTAIN SUCCESSOR AGREEMENT. Section 17 of the Franchise Agreement is

hereby deleted in its entirety.

12. DEFAULT AND EFFECT OF TERMINATION. The following subsections are hereby added to
Section 18.A of the Franchise Agreement:

(29) If any Delivery Aggregator terminates its agreement with Franchisee as a result of
a default of Franchisee’s obligations under such agreement.

(30) If the Franchisee fails to comply with the operating standards, procedures or
specifications applicable to the Delivery Service (other than an operating standard or specification

Delivery Restaurant Addendum (Entity)

Exhibit E3 (03/2022)
BK #_________
5
established as to service, cleanliness, health or sanitation), as described in any material provided to
Franchisee for such purpose, including the MOD Manual. Franchisee shall have five (5) days after notice
to cure the default.

13. DEFAULT AND EFFECT OF TERMINATION. Subsection (3) of Section 18.B of the Franchise
Agreement is hereby deleted in its entirety and replaced by the following:

(3) Franchisee agrees to immediately upon termination or expiration of this Agreement, make
such removals or changes in signs and the Premises as BKC shall request, so as to effectively distinguish
the Premises and the Franchised Restaurant from its former appearance and from any other BURGER
KING Restaurant. In the event Franchisee fails to make the changes, Franchisee consents to BKC entering
the Premises (which includes the Franchised Restaurant) to make non-structural changes at Franchisee's
expense. Franchisee shall obtain, on behalf of itself and BKC, the right to enter the Premises to effectuate
the purposes of this subsection (3).

14. RESOLUTION OF DEVELOPMENT DISPUTES. Section 20 of the Franchise Agreement is hereby

deleted in its entirety.

15. LIMITED MODIFICATION. Except as expressly modified by this Addendum, the Franchise
Agreement remains unmodified and in full force and effect.

[Signatures on Next Page]

Delivery Restaurant Addendum (Entity)

Exhibit E3 (03/2022)
BK #_________
6
 By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*,
a*

By:
*, Managing Owner

4887-7057-6644, v. 2

Delivery Restaurant Addendum (Entity)

Exhibit E3 (03/2022)
BK #_________
7
EXHIBIT F1
 REPLACEMENT FRANCHISE
ADDENDUM
BURGER KING® Restaurant #

This Replacement Franchise Addendum (“Replacement Franchise Addendum”) is made as of the

_____ day of _____________________, 20___, by and between Burger King Corporation, a Florida
corporation, (“BKC”), and __________________________________________ (“Franchisee”).

This Replacement Franchise Addendum is part of the franchise agreement entered into by parties
on the same date (the “Agreement”) under which Franchisee is licensed to own and operate the BURGER
KING® Restaurant to be located at the Location of Franchised Restaurant on the Key Contract Data page
of the Franchise Agreement, and commonly referred to as BK# ______ (the “Franchised Restaurant”). In
the event of any conflicts between the terms of the Agreement and the terms of this Replacement Franchise
Addendum, the terms of this Replacement Franchise Addendum shall control. The Agreement replaces
and supersedes a franchise agreement that was previously in effect for the Franchised Restaurant and is
for a term equal to or less than the unexpired term of the previously effective franchise agreement.

1. FRANCHISE GRANT: TERM AND LOCATION. The following paragraph replaces Section 1 of
the Agreement.

BKC grants to Franchisee and Franchisee accepts a franchise to use the BURGER KING System
and the BURGER KING Marks only in the operation of a BURGER KING Restaurant at the location
described on the Key Contract Data page attached to this Agreement and incorporated by reference herein
(the “Franchised Restaurant”) (the term “Franchised Restaurant” includes the real estate described on
Exhibit “A” (the “Premises”), the restaurant “Building” and all other “Improvements” constructed thereon
wherever the context permits or requires). The term of this Agreement (the “Term”) commences on
__________________ (the “Commencement Date”) and shall expire on ________________, ___, unless
sooner terminated in accordance with the provisions of this Agreement. Franchisee agrees to operate the
Franchised Restaurant at the specified location for the entire Term. Franchisee accepts the franchise
granted in this Agreement with the full and complete understanding that the franchise grant contains no
promise or assurance of renewal. The sole and entire conditions under which Franchisee will have the
opportunity of obtaining a Successor BURGER KING Restaurant Franchise Agreement at expiration are
those set forth in Section 17. This franchise is for the specified location only and does not in any way grant
or imply any area, market, or territorial rights propriety to Franchisee. Notwithstanding anything set forth
above, if Franchisee continues to operate the Franchised Restaurant after the end of the Term and does
not obtain a Successor BURGER KING Franchise Agreement in accordance with Section 17, Franchisee
shall be deemed to be operating such Franchised Restaurant on a month-to-month basis under the terms
and conditions of this Agreement and BKC may terminate this Agreement at any time after the end of the
Term upon thirty (30) days prior written notice.

2. FRANCHISE FEE: INITIAL OBLIGATIONS. The following paragraph replaces Section 2 of the
Agreement.

No initial franchise fee is payable by Franchisee in connection with the execution of the Agreement
(the “Initial Franchise Fee”). Franchisee acknowledges and agrees that BKC has fully performed all of its
contractual obligations in connection with the development and opening of the Franchised Restaurant.
These include, but are not limited to, the furnishing of standard building plans as appropriate, a pre-opening
training program, pre-opening and opening supervision and assistance at the Franchised Restaurant,
assistance for the opening promotion program, and the loaning to Franchisee a copy of the MOD Manual.
Franchisee acknowledges that BKC has no further obligation under the Agreement to perform such
obligations, notwithstanding any contrary provisions of Section 6 of this Agreement.

3. REPAIR AND MAINTENANCE. The following is added as the second sentence of Section 5.B.1
of the Agreement (as provided in Section 4 of the Non-Traditional Facility Addendum, if applicable):
Replacement Franchise Addendum (Entity & Individual-Owner/Operator)
Exhibit F1 (03/2022)
BK#_________

3
 Franchisee shall complete all required improvements, remodeling and repairs to bring the
Franchised Restaurant into compliance with BKC’s current equipment, lighting and repair and maintenance
standards within _____ months of the commencement date in accordance with a scope of work attached
as Exhibit “D” to the Replacement Franchise Addendum. Thereafter, Franchisee shall, at its expense,
continuously throughout the Term of this Agreement maintain the Franchised Restaurant in good condition
and repair in accordance with BKC's then current repair and maintenance standards.

4. CURRENT IMAGE. The following language is added to Section 5.B.2 of the Agreement (as
provided in Section 4 of the Non-Traditional Facility Addendum, if applicable):

Franchisee shall upgrade the Franchised Restaurant no later than _________________, 20___
(the “Current Image Remodel Date”) to bring the Franchised Restaurant into compliance with BKC’s Current
Image requirements in effect as of one (1) year prior to the Current Image Remodel Date.

[**IF SUCCESSOR REMODEL IS REQUIRED:

5. SUCCESSOR REMODEL. Franchisee acknowledges and agrees that Franchisee is required to

complete certain renovations, repairs, replacements, remodelings and/or rebuildings of the Franchised
Restaurant that will conform the Franchised Restaurant with the standards as specified in the Scope of
Work attached as Exhibit “E” to this Replacement Franchise Addendum (the "Successor Remodel").
Franchisee acknowledges and agrees that completion of the Successor Remodel in accordance with the
Scope of Work is a material consideration for and inducement to BKC to enter into the Agreement and this
Replacement Franchise Addendum. Franchisee agrees to complete the Successor Remodel in a
professional, workmanlike manner in accordance with BKC and industry standards, and to complete the
Successor Remodel in its entirety no later than __________________ (the "Remodel Completion Date").
Franchisee further agrees that equitable relief requiring the performance of Franchisee’s obligations under
this Replacement Franchise Addendum would be appropriate in the event that Franchisee fails to comply
with its obligations herein, and that in the event of Franchisee’s noncompliance, BKC shall be entitled to
such relief without bond and to recover all costs of enforcement of Franchisee’s obligations under this
Replacement Franchise Addendum, including without limitation its attorneys’ fees and costs. Equitable
relief will be in addition to and will not preclude other remedies. Failure to complete the Successor Remodel
in its entirety, as determined by BKC, by the Remodel Completion Date shall be a material default under
and cause for termination of the Agreement.

6. ROYALTY. The following paragraphs replace Section 9.A of the Agreement:

During the Term of this Agreement, Franchisee agrees to pay to BKC a royalty of ___% of Gross
Sales ("Royalty") for the use of the BURGER KING System and the BURGER KING Marks. Royalties shall
be paid monthly by the tenth (10th) day of each month based upon Gross Sales for the preceding month.

If BKC determines that Franchisee failed to complete the Successor Remodel by the Remodel
Completion Date, Franchisee shall pay BKC a Royalty equal to 6.0% of Gross Sales commencing on the
Remodel Completion Date and ending on the date that BKC has confirmed, in writing, that the Successor
Remodel has been completed. Thereafter, Franchisee shall pay BKC a Royalty of ___% of Gross Sales for
the remainder of the Term. For the avoidance of doubt, the increased Royalty provided herein does not
preclude BKC from exercising any rights and remedies for Franchisee’s failure to timely complete the
Successor Remodel, including without limitation the right to terminate the Agreement.
**]

Replacement Franchise Addendum (Entity & Individual-Owner/Operator)

Exhibit F1 (03/2022)
BK#_________

3
[** IF FRANCHISE AGREEMENT (ENTITY):

By entering into this Replacement Franchise Addendum, Franchisee expressly consents to transact
business with BKC electronically and that, consistent with the Uniform Electronic Transactions Act, and all
other applicable state and federal laws, this Replacement Franchise Addendum may be executed by electronic
signatures. The parties to this Replacement Franchise Addendum agree that the parties' electronic signatures
are intended to authenticate this writing and to have the same force and effect as the use of manual signatures
and an electronically signed version of this Replacement Franchise Addendum shall constitute an original for
all purposes.

This Replacement Franchise Addendum is hereby executed by the parties effective on the date
indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*,
a*

By:
Print Name:
Title:

**]

Replacement Franchise Addendum

Exhibit F1 (03/2022)
BK#_________

3
[** IF FRANCHISE AGREEMENT (INDIVIDUAL/OWNER-OPERATOR):

By entering into this Replacement Franchise Addendum, Franchisee expressly consents to

transact business with BKC electronically and that, consistent with the Uniform Electronic Transactions Act,
and all other applicable state and federal laws, this Replacement Franchise Addendum may be executed
by electronic signatures. The parties to this Replacement Franchise Addendum agree that the parties'
electronic signatures are intended to authenticate this writing and to have the same force and effect as the
use of manual signatures and an electronically signed version of this Replacement Franchise Addendum
shall constitute an original for all purposes.

This Replacement Franchise Addendum is hereby executed by the parties effective on the date
indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

**]

Replacement Franchise Addendum (Entity & Individual-Owner/Operator)

Exhibit F1 (03/2022)
BK#_________

3
 EXHIBIT “D”

Repair & Maintenance Scope of Work

Replacement Franchise Addendum

Exhibit F1 (03/2022)
BK#_________ 4
 EXHIBIT “E”

Successor Remodel Scope of Work

4861-6978-0484, v. 2

Replacement Franchise Addendum

Exhibit F1 (03/2022)
BK#_________ 5
EXHIBIT G1
 LEASE/SUBLEASE

KEY CONTRACT DATA PAGE

This Key Contract Data Page forms a part of the Lease and is incorporated by reference into the Lease.

Lease Date:

Lessee:

Guarantor(s):

Premises (Section BURGER KING® Restaurant # , located at

1.1): , as more particularly described on Exhibit A

Commencement Date Upon the earlier of (i) ____________, and (ii) the earliest of the following dates:
(Section 2.1):
(a) The date ten (10) days following the date of the issuance of a Certificate of
Occupancy for the Premises by appropriate governmental authorities; and
(b) The date ten (10) days following date of certification of Lessor’s architect that the
Land has been improved and the Building constructed is substantially in
conformance with the plans and specifications; or
(c) The date Lessee opens for business.

Term (Section 2.1): Twenty (20) years

Original Term
Expiration Date
(Section 2.1):
Guaranteed Minimum Lease Year: Guaranteed Minimum Monthly Installment:
Annual Rent (Section Annual Rental:
3.1):

Percentage Rental Monthly Gross Sales: Percentage:

Data Schedule $0 - $133,333.33 8.5%
(Section 3.2):
$133,333.34 or higher 10.0%

Building Improvement Annual Sum: Monthly Installment:

Funds (Section 6.1):
$6,000 $500

Address for Notices Lessor: BURGER KING CORPORATION

(Section 17.2): 5707 Blue Lagoon Drive
Miami, Florida 33126

With a copy to: P. 0. Box 020783,

General Mail Facility
Miami, Florida 33102-0783

Lease/Sublease
Exhibit G1 (03/2022)
BK #_____
i
 Lessee: [Insert Franchisee Name/Corporation]
c/o Burger King® [Restaurant ####]
[Insert Address]

Lease/Sublease
Exhibit G1 (03/2022)
BK #_____
ii
 LEASE/SUBLEASE

CONTENTS

I. PROPERTY LEASED ...................................................................................................................... 1

1.1 DEMISE .............................................................................................................................. 1
1.2 ERECTION OF BUILDING ................................................................................................. 1
1.3 COVENANT OF QUIET ENJOYMENT ............................................................................... 1

II. TERM ............................................................................................................................................... 1

2.1 TERM .................................................................................................................................. 1
2.2 POSSESSION..................................................................................................................... 1
2.3 HOLDOVER ........................................................................................................................ 1
2.4 END OF TERM ................................................................................................................... 2
(a) Fixtures and Personalty ......................................................................................... 2
(b) Joint Inspection ...................................................................................................... 2

III. CONSIDERATION ........................................................................................................................... 2

3.1 RENT .................................................................................................................................. 2
3.2 PERCENTAGE RENTAL ................................................................................................... 2
(a) Percentage Rental ................................................................................................. 2
(b) Gross Sales ............................................................................................................ 3
3.3 FINANCIAL REPORTS ....................................................................................................... 3
(a) Financial Statements ............................................................................................. 3
(b) Release of Financial Information ........................................................................... 4
(c) Records and Audit ................................................................................................. 4
3.4 ADDITIONAL CHARGES .................................................................................................... 4
3.5 ALTERNATIVE METHOD OF PAYMENT .......................................................................... 4
3.6 LATE CHARGES ................................................................................................................ 5

IV. INSURANCE .................................................................................................................................... 5

4.1 COVERAGE ........................................................................................................................ 5
4.2 POLICIES ............................................................................................................................ 6
4.3 ADJUSTING: PROCEEDS ................................................................................................. 7
4.4 JOINT EFFORTS ................................................................................................................ 7
4.5 WAIVER OF SUBROGATION ............................................................................................ 7
4.6 CANCELLATION OF INSURANCE .................................................................................... 7
4.7 LOSS AND DAMAGE ......................................................................................................... 7

V. THE PREMISES .............................................................................................................................. 8

5.1 USE AND SERVICES ......................................................................................................... 8
5.2 REPAIRS AND MAINTENANCE ........................................................................................ 8
5.3 ALTERATIONS ................................................................................................................... 8
5.4 LIENS .................................................................................................................................. 9
5.5 SIGNS ................................................................................................................................. 9
5.6 INSPECTION ...................................................................................................................... 9
5.7 LICENSE AND LAWS ....................................................................................................... 10
5.8 DAMAGE OR DESTRUCTION ......................................................................................... 10
5.9 WARRANTIES: DISCLAIMER .......................................................................................... 11
5.10 CONTRACTS .................................................................................................................... 11

VI. BUILDING IMPROVEMENT FUNDS ............................................................................................ 11

6.1 BUILDING IMPROVEMENT FUNDS ................................................................................ 11

Lease/Sublease
Exhibit G1 (03/2022)
BK #_____
iii
 6.2 STATUS OF BUILDING IMPROVEMENT FUNDS .......................................................... 12
6.3 USE OF BUILDING IMPROVEMENT FUNDS ................................................................. 12
6.4 REIMBURSEMENT OF REPLACEMENT COSTS ........................................................... 13
6.5 INSPECTION OF WORK .................................................................................................. 14
6.6 DEFAULT UNDER LEASE ............................................................................................... 14
6.7 LIMITATION OF LIABILITY .............................................................................................. 14
6.8 ASSIGNMENT OR TERMINATION OF LEASE ............................................................... 15
6.9 NO WAIVER ...................................................................................................................... 15

VII. TAXES AND OTHER CHARGES .................................................................................................. 15

7.1 PAYMENT ......................................................................................................................... 15
7.2 CONTESTS ....................................................................................................................... 16
7.3 LIMITATION: SUBSTITUTION ......................................................................................... 16
7.4 ESCROW FUNDS............................................................................................................. 16

VIII. INDEMNIFICATION ....................................................................................................................... 17

IX. ENFORCEMENT ........................................................................................................................... 17

9.1 DEFAULT .......................................................................................................................... 17
9.2 CURE BY LESSOR........................................................................................................... 18
9.3 LESSOR’S REMEDIES .................................................................................................... 18
9.4 ACCELERATION .............................................................................................................. 19
9.5 SUITS ................................................................................................................................ 19
9.6 WAIVER ............................................................................................................................ 19
9.7 PROOF OF CLAIM ........................................................................................................... 19
9.8 INJUNCTION .................................................................................................................... 19
9.9 INDEPENDENT RIGHTS .................................................................................................. 19
9.10 NON-WAIVER ................................................................................................................... 19
9.11 WAIVER OF EXEMPTION FROM DISTRESS ................................................................. 19
9.12 FRANCHISE AGREEMENT ............................................................................................. 20

X. NO RENT ABATEMENT ............................................................................................................... 20

XI. CONDEMNATION ......................................................................................................................... 20

11.1 ENTIRE AWARD............................................................................................................... 20
11.2 SUBSTANTIAL TAKING ................................................................................................... 20
11.3 PARTIAL TAKING ............................................................................................................. 20
11.4 EASEMENTS .................................................................................................................... 21
11.5 LESSEE’S INDEPENDENT AWARD................................................................................ 21

XII. SUBORDINATION ......................................................................................................................... 21

XIII. ASSIGNMENT ............................................................................................................................... 21

13.1 BY LESSOR ...................................................................................................................... 21
13.2 BY LESSEE ...................................................................................................................... 21
13.3 ASSUMPTION BY ASSIGNEE ......................................................................................... 22

XIV. ADDITIONAL PROPERTY ............................................................................................................ 22

14.1 PURCHASE OF ADDITIONAL PROPERTY .................................................................... 22
14.2 LEASE OF ADDITIONAL PROPERTY ............................................................................. 23

XV. ESTOPPEL CERTIFICATE ........................................................................................................... 25

XVI. HAZARDOUS SUBSTANCES ...................................................................................................... 25

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 16.1 COMPLIANCE WITH LAWS ............................................................................................. 25
16.2 NOTICES TO LESSOR .................................................................................................... 25
16.3 REMOVAL AND DISPOSAL ............................................................................................. 26
16.4 ENVIRONMENTAL AUDITS BY LESSOR ....................................................................... 26
(a) Rights of Lessor ................................................................................................... 26
(b) Conduct of Audit................................................................................................... 26
(c) Submission to Governmental Agency .................................................................. 27
16.5 REMEDIATION ................................................................................................................. 27
(a) By Lessee ............................................................................................................ 27
(b) By Lessor ............................................................................................................. 27
(c) Actions and Proceedings ..................................................................................... 27
16.6 REMEDIATION BY THIRD PARTIES ............................................................................... 27
16.7 LEASE EXPIRATION ........................................................................................................ 28
16.8 INDEMNIFICATION BY LESSEE ..................................................................................... 28

XVII. MISCELLANEOUS ........................................................................................................................ 28

17.1 ARBITRATION .................................................................................................................. 28
17.2 NOTICES .......................................................................................................................... 28
17.3 ADDRESS FOR PAYMENTS ........................................................................................... 28
17.4 CONSTRUCTION ............................................................................................................. 29
17.5 SUCCESSORS ................................................................................................................. 29
17.6 RECORDING .................................................................................................................... 29
17.7 COUNTERPARTS ............................................................................................................ 29
17.8 NO AGENCY ..................................................................................................................... 29
17.9 TIME OF THE ESSENCE ................................................................................................. 29
17.10 BINDING EFFECT ............................................................................................................ 29
17.11 HEADINGS ....................................................................................................................... 29
17.12 JOINT AND SEVERAL LIABILITY .................................................................................... 29
17.13 ENTIRE AGREEMENT ..................................................................................................... 29
17.14 DEFINITIONS ................................................................................................................... 30

Lease/Sublease
Exhibit G1 (03/2022)
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 LEASE/SUBLEASE AGREEMENT

THIS AGREEMENT (the “Lease”), is made as of the Lease Date set forth on the Key Contract Data
Page, by and between BURGER KING CORPORATION, a Florida corporation (the “Lessor”) and the
Lessee set forth on the Key Contract Data Page. The terms “Lessor” and “Lessee” shall mean respectively
“Sublessor” and “Sublessee” whenever the context requires or permits it.

In consideration of the covenants contained in this Lease, the parties agree as follows:

I.
PROPERTY LEASED

§1.1 DEMISE. Lessor leases to Lessee and Lessee leases from Lessor the property set forth on the Key
Contract Data Page (the “Land”) along with the BURGER KING® restaurant (the “Building”) and other
improvements to be constructed on it (collectively called the “Premises”).

Subject to any and all reservations, restrictions, easements, rights of way, limitations and conditions of
record, if any.

§1.2 ERECTION OF BUILDING. Commencement of this Lease is conditioned on the completion of the
Building in accordance with plans and specifications prepared by Lessor’s architect. Lessor has agreed to
construct or contract for the construction of the Building promptly and to complete or contract to complete
it as promptly as conditions will permit, but in any event before one hundred eighty (180) days from the
lease date; provided, however, that this period shall be extended by any time lost in construction due to
delays caused by strike, lockout, acts of God, shortage of materials, or other conditions beyond the control
of Lessor. In the event the Building is not completed within one (1) year from the date of this Lease, this
Lease may be terminated at the option of either party, on fifteen (15) days’ notice to the other party.

§1.3 COVENANT OF QUIET ENJOYMENT. The Lessor promises, subject to Lessee’s performance of all
of the terms and conditions of the Lease, that Lessee shall be entitled to the quiet and peaceful enjoyment
and undisturbed possession of the Premises for the term of this Lease.

II.
TERM

§2.1 TERM. The term of this Lease (the “Term”) shall commence upon the Commencement Date set forth
on the Key Contract Data Page and expire at midnight the Original Term Expiration Date set forth on the
Key Contract Data Page unless sooner terminated as provided in this Lease. The Commencement Date
shall be designated by the parties in a form capable of being recorded among the public records of the
county where the Premises are located.

§2.2 POSSESSION. Possession of the Premises shall be delivered to the Lessee on the Commencement
Date.

§2.3 HOLDOVER. Any holdover at the expiration of the Term with the written consent of Lessor shall be
on a month to month basis, which tenancy may be terminated by Lessor giving Lessee not less than fifteen
(15) days’ notice. During such holdover tenancy, Lessee agrees to pay Lessor on a monthly basis all
increased rentals and other charges that would have been due under this Lease and agrees to continue to
be bound by all of the terms of this Lease which are applicable at that time. In the event Lessee holds over
without consent of Lessor, the rent during any holdover period shall be double the average rent that was
due during the last year of the Lease Term.

Lease/Sublease
Exhibit G1 (03/2022)
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§2.4 END OF TERM.

(a) Fixtures and Personalty. At the expiration or earlier termination of this Lease, any fixtures,
as defined in Section 17.14(e) of this Lease, located on the Premises and not already
owned by Lessor shall become the property of the Lessor. If, at that time, Lessee has fully
complied with Lease terms and conditions, Lessor hereby waives any right to claim any
personalty owned or leased by Lessee and located on the Premises. The personalty may
then be removed by Lessee or the lessor of such personalty provided that the Premises
are restored to their original condition. Any such personalty not removed within fifteen (15)
days after the Lease expiration or termination shall be deemed abandoned and become
the property of Lessor.

(b) Joint Inspection. During a period no earlier than three (3) weeks and no later than one (1)
week prior to the end of the Term, Lessor and Lessee shall conduct a joint inspection of
the Premises and Lessor shall make a list of any items of repair and maintenance which
may be needed to put the Premises in good condition and repair. If the items on such list
cannot be completed by Lessee by the end of the Term, then Lessee shall pay to Lessor
by the end of the Term the reasonable cost of such repairs as estimated by Lessor.
Lessee’s obligation to make such payment shall survive the termination of this Lease. Any
failure by the parties to conduct the joint inspection shall not constitute a waiver of Lessee’s
obligations under this Section 2.4, Section 5.2 and Article VI of this Lease.

III.
CONSIDERATION

§3.1 RENT. Lessee agrees to pay and Lessor agrees to accept the Guaranteed Minimum Annual Rental
as indicated on the Key Contract Data Page, for each year of the Term of this Lease (such being hereinafter
referred to as “Guaranteed Minimum Annual Rental”), to be due and payable in monthly installments in
advance on the first day of each month during the Term of this Lease. The first monthly installment of the
Guaranteed Minimum Annual Rental shall be due on the Commencement Date. If this Lease shall
commence on any day other than the first day of a calendar month, the monthly installment for the first and
last month of the Lease Term shall be prorated.

*The term “Lease Year” shall mean and refer to the first consecutive twelve (12) month period beginning
on the Commencement Date of the Lease and each succeeding twelve (12) month period thereafter,
whether fiscal or annual.

§3.2 PERCENTAGE RENTAL.

(a) Percentage Rental. In addition to the Guaranteed Minimum Annual Rental, and as part of
the total rent to be paid by Lessee to Lessor during the Lease Term, Lessee covenants
and agrees to pay to Lessor as percentage rental (“Percentage Rental”), a sum equal to a
percentage (as set forth as the Percentage Rental Data Schedule on the Key Contract
Data Page) of the “Gross Sales” (defined in Section 3.2(b) below) for each month of each
Lease Year in excess of the monthly installment of the Guaranteed Minimum Annual Rental
to be paid for such month. The Percentage Rental shall be payable in monthly installments
and computed in accordance with the terms and conditions of Section 3.2 (a) (i) below.

(i) Monthly Accounting and Payment. Beginning with the tenth (10th) day of the
month following the calendar month in which the Term commences and continuing
monthly thereafter, Lessee shall deliver to Lessor a statement in writing on a form
furnished by the Lessor, setting forth all of the Gross Sales for the preceding
calendar month, and simultaneously upon submission of such statement, Lessee
shall pay to the Lessor the Percentage Rental due, being an amount equal to the

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Exhibit G1 (03/2022)
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 amount set forth on the Key Contract Data Page, less the monthly installment of
Guaranteed Minimum Annual Rental paid by Lessee for the month in question;
provided that in no event shall Lessee ever become liable to pay less than the
monthly installment of Guaranteed Minimum Annual Rental for any such month.

(ii) Annual Accounting. Within thirty (30) days following each Lease Year, the Lessee
agrees to deliver to Lessor a statement prepared by a Certified Public Accountant
and sworn to by Lessee setting forth Gross Sales for the preceding Lease Year.

(b) Gross Sales. The term “Gross Sales” as used in this Lease includes all sums charged for
goods, merchandise or services sold at or from the Premises including all promotional
items or premiums unless exempted by Lessor. The sale of BURGER KING products away
from the Premises is not authorized; however, should any such sales be approved in the
future, they will be included within the definition of Gross Sales. Gross Sales excludes any
federal, state, county or city sales tax, excise tax, or other similar taxes collected by Lessee
from customers based upon sales, and cash received as payment in credit transactions
where the extension of credit itself has already been included in the figure upon which any
previous Percentage Rental has been computed.

The Guaranteed Minimum Annual Rental and the Percentage Rental shall sometimes hereinafter be
referred to collectively as the “Rent.”

§3.3 FINANCIAL REPORTS

(a) Financial Statements. During the Term of this Lease, Lessee and any other persons or
entities who are guarantors, who have personal liability, or who have joint and several
liability under this Lease (“Guarantors”) shall deliver to Lessor the following financial
statements:

As to Lessee:

(i) Within ninety (90) days after the end of each fiscal year of Lessee, balance sheets
as of the end of such year and statements of income and of changes in financial
condition for such year;

(ii) Within twenty-five (25) days after the end of each fiscal quarter of Lessee, balance
sheets as of the end of such quarter, and statements of income and changes in
financial condition for such fiscal quarter and for the current fiscal year to the end
of such fiscal quarter;

As to Guarantor:

(iii) Within ninety (90) days after the end of each fiscal year of Guarantors, a personal
net worth statement and a copy of the most recent federal income tax return filed
as to each individual Guarantor;

As to Lessee and Guarantors:

(iv) The balance sheets and financial statements referred to in subparagraphs (i), (ii),
and (iii) above shall be prepared in accordance with generally accepted accounting
principles consistently applied (except as noted), and be accompanied by
certificates of the Lessee and each Guarantor or the chief financial officer of the
Lessee and each Guarantor, as the case may be, stating that such financial
statements have been prepared in accordance with generally accepted accounting

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Exhibit G1 (03/2022)
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 principles consistently applied (except as noted) and fairly present the financial
condition of the Lessee or each Guarantor at the date thereof and for the periods
covered thereby.

(v) If requested by Lessor, the balance sheets and financial statements referred to in
subparagraphs (i) and (ii) above shall be certified by a Certified Public Accountant.

(b) Release of Financial Information. Lessee and Guarantors give permission to Lessor to
release to Lessor’s landlord, lenders or prospective landlord or lenders and/or any
prospective purchaser of all or part of Lessor’s interest in the Premises and/or the Lease,
any financial and operational information relating to Lessee, Guarantors and/or the
business operated at the Premises.

(c) Records and Audit. Lessee agrees to keep true, accurate and complete records of the
business conducted at the Premises in such form as Lessor now or hereafter may require.
Lessee shall retain for a period of at least twenty-four (24) months and upon request submit
to Lessor copies of all state sales tax returns and all supporting data and records relating
to sales made from the business operated at the Premises and such other records as
Lessor may reasonably request from time to time. Lessee agrees that Lessor or its
representatives, at Lessor’s expense, shall at all reasonable times have the right to
examine or audit the books, records, state sales tax returns or accounts of Lessee. Lessor
shall similarly have the right to examine or audit the books, records, state sales tax returns
or accounts of any and all Guarantors. In the event the audit discloses an understatement
of Gross Sales for any period or periods, Lessee shall, within fifteen (15) days after the
receipt of the audit report, pay Lessor the Percentage Rental of the amount of each
understatement plus the late charge identified in Section 3.6 of this Lease from the date
such payments were originally due. Additionally, if this audit discloses an understatement
of Gross Sales which exceeds two percent (2%) for any period or periods, Lessee shall,
within fifteen (15) days after receipt of the audit report, reimburse Lessor for all costs of the
audit including travel, lodging and wages, reasonably incurred, and Lessor may terminate
this Lease upon five (5) days’ notice to Lessee unless the understatement was due to
inadvertent clerical error. In the event the audit discloses an overstatement of Gross Sales
for any period or periods, any excess payment paid shall be allowed as a credit to Lessee
on the rental payment next accruing under the Lease. The acceptance by the Lessor of
payment of any Percentage Rental is without prejudice to Lessor’s right to audit the books
and records of Gross Sales and other papers required to be kept hereunder.

§3.4 ADDITIONAL CHARGES. Lessee and Lessor agree that the Rent accruing under this Lease and
the “Building Improvement Payments” described in Section 6.1 of this Lease shall be net to Lessor and that
all Charges (as hereinafter defined), taxes, costs, common area maintenance fees, expenses and charges
of every kind and nature (“Additional Charges”) relating to the Premises (except the taxes of Lessor referred
to in Section 7.3 and any payments for interest or principal under any mortgage relating to the Premises)
which may arise or become due during the Term or any extension of this Lease, shall be paid by Lessee,
and that Lessee shall indemnify and save harmless Lessor from and against them. All Additional Charges
which Lessee assumes or agrees to pay under any provisions of this Lease, together with all interest and
penalties that may accrue on these Additional Charges in the event Lessee fails to pay them, as well as all
other damages, costs and expenses, including, without limitation, reasonable attorneys’ fees and other
legal and court costs which Lessor may incur in enforcing this Lease, and any and all other sums which
may become due by reason of Lessee’s default or failure to comply with its obligations under this Lease,
shall be deemed to be “Additional Rent.” In the event of non-payment, Lessor shall have all the rights and
remedies as provided in the case of non-payment of Rent.

§3.5 ALTERNATIVE METHOD OF PAYMENT. Lessor or its assigns, mortgagee or designated agent,
may, at its/their option, require payment of (i) the Rent and/or (ii) the monthly escrow sums described in

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Exhibit G1 (03/2022)
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Section 6.1 and Section 7.4 of the Lease and/or (iii) if applicable, any common area maintenance or similar
charge assessed pursuant to the Lease and/or (iv) any Additional Charges due pursuant to Section 3.4 of
this Lease by making direct monthly withdrawals in the appropriate amount(s) from Lessee’s bank account.
In the event that this option is exercised, Lessee agrees to execute and deliver to its bank and to Lessor
those documents necessary to authorize such withdrawals and to make payment or deposit as directed by
Lessor. Lessee further agrees that it will not thereafter terminate such authorization so long as this Lease
is in effect. Lessee also agrees that in the event that a direct monthly withdrawal program is not available
at the bank at which Lessee then does its business, it will take all reasonable and necessary steps to
establish an account at a bank which does have such a program.

§3.6 LATE CHARGES. All Rent, the Building Improvement Payments described in Section 6.1 of this
Lease, Additional Charges and any other charges shall be paid to Lessor without notice or demand and
without abatement, deduction or set-off, except as otherwise expressly provided in this Lease. All payments
not paid when due shall bear interest at the maximum rate allowed by Florida law. In the event such interest
rate shall be void or unenforceable under the laws of the jurisdiction where the Premises are located, the
highest rate of interest permitted within such jurisdiction shall be charged.

§3.7 LESSOR’S LIEN. To secure the payment of all Rent, Additional Charges and Charges or any other
sums due and to become due under this Lease, the faithful performance of this Lease by Lessee and to
secure all other indebtedness and liabilities of Lessee to Lessor now existing or hereafter incurred, Lessee
hereby grants to Lessor a lien and security interest on all furniture, furnishings, trade fixtures, equipment
and other personal property (collectively, “Personal Property”) to which Lessee has legal title and which
is placed in the Premises. The Lessee further agrees that if Lessee vacates the Premises while any Rent
or Additional Charges owing under this Lease is unpaid, Lessor, in addition to any remedy otherwise
provided by law or in this Lease, may seize and sell the Personal Property at any place to which Lessee or
any other person may have removed them in the same manner as if the Personal Property had remained
at the Premises. If requested by Lessor, Lessee shall execute and deliver to Lessor any and all
documentation necessary to evidence Lessor’s lien on the Personal Property.

IV.
INSURANCE

§4.1 COVERAGE. During the Term, Lessee, at its own cost and expense, shall:

(a) Keep the Premises and the fixtures and personalty on it insured with an all risk property
insurance policy (including business interruption coverage with an indemnity period of at
least 12 months) in an amount sufficient to cover the cost of replacement (without
deduction for depreciation). Such replacement cost shall be determined from time to time
at the request of Lessor, but not more frequently than once in any twelve (12) consecutive
calendar months. Replacement cost shall be determined by one of the insurers or, at the
option of Lessor, by an appraiser, architect or contractor who is mutually and reasonably
acceptable to Lessor and Lessee, and whom shall be retained and paid by Lessee. Such
insurance shall name Lessor and any other entity that Lessor acting reasonably requests
as a loss payee as its interest may appear and shall include a waiver of subrogation in
favor of Lessor and any other loss payee.

(b) Provide and keep in force:

(i) commercial general liability insurance against claims for bodily injury, death or
property damage occurring on, in or about the Premises or the adjoining streets
and property, in a primary and excess limit of not less than $5,000,000 per
occurrence for bodily injury, death, personal injury, property damage, non-owned
automobile, blanket contractual and products and completed operations liability,
with the annual aggregate liability limit to be maintained on the commercial general

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 liability insurance (which can be achieved through a combination of primary and
excess annual aggregate liability limits) based on the number of BURGER KING
restaurants owned by Lessee and certain of its affiliates as follows: (1) for 1-10
restaurants, an annual aggregate liability limit of not less than $5,000,000 per year,
(2) for 11-50 restaurants, an annual aggregate liability limit of not less than
$10,000,000 per year, and (3) for more than 50 restaurants, an annual aggregate
liability limit of not less than $20,000,000 per year;

(ii) automobile liability insurance on all owned and/or leased vehicles, with a
combination of primary and excess limits of not less than $1,000,000.00;

(iii) broad form Boiler and Machinery insurance covering all boilers, pressure vessels
and HVAC equipment within the Premises in an amount not less than the full
replacement cost thereof; and

(iv) such other insurance and in such amounts as reasonably may be required by
Lessor for its own and Lessee’s protection.

The foregoing policies shall name Lessor and any other entity that Lessor acting
reasonably requests as an additional insured and shall include a waiver of subrogation in
favor of BKC and any other loss payee.

(c) Provide and keep in force plate glass insurance covering the glass in the Premises, unless
waived by Lessor.

(d) If requested by Lessor, provide and keep in force rent insurance (and/or, as the case may
require, use and occupancy insurance) in an amount not less than the then current
Guaranteed Minimum Annual Rental plus the estimated annual taxes, water charges,
sewer rents, common area maintenance and other assessments and the annual premiums
for the insurance required by this Article.

(e) If requested by Lessor or any mortgagee, provide and keep in force insurance for such
other insurable hazards in such amounts as similarly situated Premises are then commonly
insured.

§4.2 POLICIES. Lessee’s obligation to obtain and maintain the foregoing policy or policies in the amounts
specified shall not be limited in any way by reason of any insurance which may be maintained by Lessor.
All insurance maintained by Lessee shall be primary and shall not call into contribution any insurance
maintained by Lessor. All insurance required by Lessor and provided by Lessee shall be carried in favor
of Lessor and Lessee, as their respective interests may appear, and any underlying lessor, fee owner,
affiliate corporation, trustee, mortgagee or other person designated by Lessor. If requested by Lessor,
insurance against fire or other casualty shall provide that the proceeds of any loss shall be payable to the
mortgagee under a standard mortgagee clause. Any rent insurance or use and occupancy insurance
carried by Lessee shall provide that, in the event of loss or damage to the Premises, the proceeds shall be
payable to Lessor to be held by Lessor as security for the payment of the Rent, the Building Improvement
Payments described in Section 6.1 of this Lease and Additional Charges due under this Lease until the
Premises are restored. All insurance shall be obtained from companies licensed to do business in the state
in which the Premises are located and be with insurers with a minimum A. M. Best A(X) rating or Standard
& Poor’s Rating of A. Lessee shall procure policies for all insurance for periods of not less than one year
and shall deliver to Lessor all policies or certificates of insurance with evidence of payment of all premiums.
Lessee shall procure renewals of these policies from time to time before their respective expiration dates.
All insurance policies shall be non-assessable and shall require thirty (30) days’ notice by registered mail
to Lessor of any cancellation or change affecting Lessor’s coverage under the policies. All property damage
and business interruption policies of Lessee shall contain a waiver of any subrogation rights which Lessee’s

Lease/Sublease
Exhibit G1 (03/2022)
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insurers may have against Lessor, even if the loss suffered is caused by the act, omission or negligence of
Lessor.

§4.3 ADJUSTING: PROCEEDS. Claims for loss due to damage to the Premises under any policies
provided for in this Lease shall be adjusted with the insurance companies:

(a) by Lessee in the case of any particular casualty resulting in damage or destruction not
exceeding $25,000, or

(b) by Lessor and Lessee, in the case of any particular casualty resulting in damage or
destruction exceeding $25,000 in the aggregate. Subject to the rights of any mortgagee,
the proceeds of any insurance shall be payable as follows:

(1) With respect to any loss not exceeding $25,000 in the aggregate, proceeds shall
be paid to Lessee, who shall hold them in trust for the purpose of paying the costs
of repair and restoration; and

(2) With respect to losses exceeding $25,000 in the aggregate, the proceeds shall be
paid to Lessor and shall be applied to pay the costs of repair and restoration.

§4.4 JOINT EFFORTS. Lessee and Lessor shall cooperate in attempts to collect any insurance proceeds
that may be due in the event of loss, and Lessee shall execute and deliver to Lessor such proofs of loss
and other instruments which may be required for the purpose of recovering these proceeds.

§4.5 WAIVER OF SUBROGATION. Lessee agrees to look solely to the proceeds of his own insurer for
indemnity against exposure for loss of property or business interruption. Lessee warrants that its property
and business interruption insurers shall have no rights against Lessor by virtue of assignment, subrogation,
loan agreement or otherwise.

§4.6 CANCELLATION OF INSURANCE. If any insurance policy covering the Premises or any part of it is
canceled or is threatened by the insurer to be canceled, or if the coverage thereunder is reduced in any
way by the insurer for any reason, and if Lessee fails to remedy the condition giving rise to cancellation,
threatened cancellation, or reduction of coverage within forty-eight (48) hours after notice thereof by Lessor,
Lessor may, at its option, either (i) reenter the Premises forthwith by leaving upon the Premises a notice in
writing of its intention to do so (in which case the provisions of Article IX shall apply) or (ii) enter the Premises
and remedy the condition giving rise to such cancellation, threatened cancellation or reduction, and Lessee
shall forthwith pay the cost thereof to Lessor (which cost may be collected by Lessor as Additional Rent)
and Lessor shall not be liable for any damage or injury caused to any property of Lessee or of others located
on the Premises as a result of any such entry.

§4.7 LOSS AND DAMAGE. Lessor shall not be liable for any death or injury occurring on the Premises,
nor for the loss of or damage to any of the personalty or other property of Lessee or of others by theft or
otherwise, from any cause whatsoever. Without limiting the generality of the foregoing, Lessor shall not be
liable for any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam,
dampness, gas, electricity, water, rain, snow, or leaks from any part of the Premises or from the pipes,
appliances or plumbing works or from the roof, street or subsurface or from any other place by any other
cause whatsoever. Lessor shall not be liable for any such damage caused by other persons or occupants
of adjacent property, or the public, or caused by operations in construction of any private, public or
quasi-public work. All of the personalty or any other property of Lessee kept or stored on the Premises
shall be kept or stored at the risk of Lessee.

Lease/Sublease
Exhibit G1 (03/2022)
BK #_____
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 V.
THE PREMISES

§5.1 USE AND SERVICES. During the Term of this Lease, Lessee shall continuously operate a BURGER
KING restaurant on the Premises in accordance with the terms of the BURGER KING Franchise Agreement
entered into by Lessee contemporaneously with this Lease (the “Franchise Agreement”), unless Lessee is
prevented from doing so due to acts of God or other causes beyond Lessee’s control. The Premises shall
not be used for any other purpose. Lessee shall not use in connection with the operation of or as additional
parking for its business on the Premises any property other than the Premises, except in accordance with
the provisions of Article XIV of this Lease.

Except as may be otherwise specifically provided by the terms of this Lease or the Franchise Agreement,
Lessor shall not be required to furnish to Lessee any facilities or services of any kind whatsoever, such as,
but not limited to water, sewer, steam, heat, gas, hot water, electricity, light and power.

§5.2 REPAIRS AND MAINTENANCE. Lessee shall, at all times during the Term, at its own cost and
expense, put, keep and maintain the Premises and all fixtures and personalty located on it in first-class
order and condition, and subject to all applicable terms of Section 5.3 and Section 5.8, shall make all
necessary and desirable repairs, restorations and replacements thereof, structural and nonstructural,
foreseen or unforeseen (hereinafter collectively called “Repairs”), and shall use all reasonable precaution
to prevent waste, damage or injury. Lessee shall also put, keep and maintain in good repair and free from
dirt, snow, ice, rubbish and other obstructions or encumbrances, the sidewalks, parking areas, yards,
plantings, gutters and curbs in front of and adjacent to the Building.

In the event that Lessee fails or neglects to make all necessary Repairs or fulfill its other obligations as set
forth above, Lessor or its agents may enter the Premises for the purpose of making such Repairs or fulfilling
those obligations. All costs and expenses incurred as a consequence of Lessor’s action together with a
service charge of fifteen percent (15%) thereof shall be repaid by Lessee to Lessor within fifteen (15) days
after Lessee receives copies of receipts showing payment by Lessor for such Repairs or other obligations.
These receipts shall be prima facie evidence of the payment of the charges paid by Lessor. Except in the
case of emergency, Lessor shall give Lessee ten (10) days’ notice before taking any such action. If Lessee
fails to pay any such amounts due to Lessor under this Section 5.2, Lessor may add the same to Lessee’s
“Rent” and recover the same by all remedies available to Lessor for recovery of Rent in arrears.

§5.3 ALTERATIONS. Lessee agrees that it will at its own cost and expense make such reasonable
alterations to the interior or exterior of the Premises as may reasonably be requested by Lessor from time
to time in order to modify the appearance of the Building to reflect the then current image of BURGER KING
restaurants.

Lessee shall not at any time make any alteration, change, addition or improvement (hereinafter collectively
called “Alterations”) in or to the interior or exterior of the Premises without the prior written consent of Lessor.
In the event consent is given:

(a) the Alterations shall be performed in a first class workmanlike manner at Lessee’s sole
expense, and shall not weaken or impair the structural strength or lessen the value of the
Premises, or change the purpose for which the Premises may be used;

(b) the Alterations shall be made according to plans and specifications therefor, which shall be
first submitted to and approved in writing by Lessor;

(c) before the commencement of work on any Alterations, such plans and specifications shall
be approved by all governmental authorities having jurisdiction and any public utility
company having an interest in the Alterations;

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Exhibit G1 (03/2022)
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 (d) before the commencement of any Alterations, Lessee shall pay the amount of any increase
in premiums on insurance policies for endorsements covering the risk during work on the
Alterations and workmen’s compensation insurance covering all persons employed in
connection with that work;

(e) if the estimated cost of the Alteration exceeds $50,000.00, Lessee shall furnish to Lessor
a surety bond of a company acceptable to Lessor, in an amount equal to the estimated
cost of such work, or other security satisfactory to Lessor, guaranteeing the completion of
such work, free and clear of all liens and encumbrances;

(f) the Alterations shall comply with (i) the requirements of Title III of the Americans With
Disabilities Act of 1990 (“ADA”) as same may be amended from time to time; (ii) the
Americans With Disabilities Act Accessibility Guidelines 1991 (“ADAAG”) as same may be
amended from time to time which is a part of the ADA; (iii) the 2010 ADA Standards; and
(iv) all state and local building codes including any disabilities related statutes or codes
(collectively, the “Codes”) in the applicable jurisdiction where the Premises are located;
and

(g) upon completion of the Alterations, an architect shall inspect the Alterations and complete
the Burger King® 2004 ADAAG Checklist V1.2 (which is currently under revision to reflect
the 2010 ADA Standards), and complete a certificate of inspection, on a form to be provided
by Lessor, certifying that the Alterations are in compliance with Title III of the ADA, the
ADAAG, the 2010 ADA Standards and the Codes, as same may be amended from time to
time.

All buildings, additions, improvements, fixtures and appurtenances in or on the Premises at the
Commencement Date and those which may be erected, affixed or installed in or on the Premises during
the Term are deemed to be and shall immediately become part of the Premises and the sole property of
Lessor. All personalty installed by Lessee (except signs, trademarks and other insignia of Lessor) shall
remain the property of Lessee.

Notwithstanding the foregoing, if requested by Lessor, the Lessee will remove from the Premises any or all
alterations, additions, and improvements, brought upon or affixed to the Premises and make good any
damage caused thereby.

§5.4 LIENS. Should Lessee cause any Alterations or Repairs to be made to the Premises, or cause any
labor to be performed or material to be furnished, neither Lessor nor the Premises shall under any
circumstances be liable for the payment of any expense incurred, and all such Alterations and Repairs shall
be made and performed at Lessee’s expense. If, because of any act or omission of Lessee, any mechanic’s
or other lien, charge, claim or order for the payment of money shall be filed against the Premises or against
Lessor, Lessee shall, at its own cost and expense, cause it to be canceled and discharged of record or
bonded within fifteen (15) days after filing or notice of filing thereof. In the event that the Lessee fails to
cause any such mechanics’ or other lien, charge or order to be canceled and discharged or bonded, then,
in addition, to any other right or remedy of the Lessor, the Lessor may, at its option, cancel or discharge
such lien, charge or order by paying the amount claimed to be due into court or directly to any claimant,
without inquiring into the validity or merits of such lien, charge or order, and the amount so paid by Lessor
and all costs and expenses including attorneys’ fees incurred for the cancellation or discharge of such lien
shall be due from the Lessee to the Lessor as an additional charge payable on demand.

§5.5 SIGNS. Lessee shall not place any signs or symbols on any portion of the Premises without the prior
written approval of Lessor.

§5.6 INSPECTION. Fee owner, Lessor or their representatives shall have the right to enter the Premises
at reasonable hours of any business day to ascertain if the Premises are in proper repair and condition.

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§5.7 LICENSE AND LAWS. The Lessee shall, at its own cost and expense, obtain all necessary licenses
and/or permits which may be required for the conduct of its business; and Lessee shall, at its own cost and
expense, promptly observe and comply with all present and future laws, ordinances, requirements, orders,
directions, rules and regulations (referred to generally as “Regulations”) of governmental authorities having
or claiming jurisdiction over the Premises or the conduct of Lessee’s business. By way of example, and
not limitation, compliance with governmental Regulations shall include, but not be limited to, the following:
(i) alterations and/or additions to the Premises if required under the Americans with Disabilities Act of 1990
and (ii) testing, remediation or abatement of environmental conditions (defined as conditions affecting the
air, soil, ground water and improvements) affecting the Premises or property adjacent to or near the
Premises, if so required by governmental authority. Lessee may contest in good faith, after notice to Lessor,
by appropriate proceedings conducted promptly at Lessee’s own expense, in Lessee’s name (and/or
whenever necessary and with Lessor’s consent, in Lessor’s name), the validity or enforcement of any such
regulation; provided that (i) such contest or any associated deferment of payment does not subject Lessor
to a fine or other criminal liability, or subject the Premises to any encumbrance, (ii) Lessee diligently
prosecutes such contest to a final determination by the governing authority, and (iii) Lessee furnishes
Lessor with any security that Lessor may reasonably request in connection with such contest.

§5.8 DAMAGE OR DESTRUCTION. If, during the Term, the Premises or the personalty or fixtures on it
are destroyed or damaged in whole or in part by fire or other cause, Lessee shall give Lessor immediate
notice, and Lessee, at its own cost and expense, shall cause the prompt repair, replacement and rebuilding
of same (“Restoration”), subject to Section 5.2 and Section 5.3 of this Lease. The restored building,
personalty or fixtures shall reflect the then current image of BURGER KING restaurants and conform to the
then current design and specifications of Lessor. Lessor shall in no event be called upon to repair, replace
or rebuild any such buildings, fixtures or personalty, nor to pay any of the costs or expenses thereof beyond
or in excess of any insurance proceeds, as provided in this Lease.

All insurance proceeds received by Lessor or by any insurance trustee on account of such damage or
destruction, less the actual cost, fees and expenses, if any, incurred in connection with adjustment of the
loss, shall be applied by Lessor to pay or reimburse Lessee for the payment of the cost of the Restoration,
including the cost of temporary repairs or for the protection of property pending the completion of permanent
Restoration, and shall be paid out from time to time as Restoration progresses upon the written request of
Lessee, accompanied by evidence satisfactory to Lessor that:

(a) (1) the sum then requested either has been paid by Lessee or is justly due to contractors,
subcontractors, materialmen, or other persons who have rendered services or furnished
materials for the Restoration pursuant to a certificate or claim for payment (“Certificate”),
and that the sum then requested does not exceed the amount of the services and materials
described in the Certificate;

(2) except for the amount, if any, stated in the Certificate to be due for services or materials,
there is no outstanding indebtedness known to the persons signing such Certificate, after
due inquiry, which is then due for labor, wages, materials, supplies, or services in
connection with the Restoration;

(3) the cost of the Restoration required to be done does not exceed the insurance
proceeds, and

(b) that there have not been filed against the Premises any vendors, contractor’s,
mechanic’s, laborers or materialman’s statutory or similar lien (“Liens”) which has not been
discharged of record, except those that will be discharged upon payment of the sum
requested in the Certificate, or bonded or contested in accordance with Section 5.4.

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 Upon compliance with the above provisions, Lessor or the insurance trustee shall, out of
such insurance proceeds and such other funds as may have been made available, pay or
cause to be paid to Lessee or its designee, the respective amounts due.

If the insurance proceeds and other funds deposited with Lessor or the insurance trustee,
less the actual cost, fees and expenses, if any, incurred in connection with the adjustment
of the loss, are insufficient to pay the entire cost of the Restoration, Lessee will pay the
deficiency.

At least ten (10) days before the commencement of Restoration, Lessee shall notify Lessor
of its intention to restore the Premises. During Restoration, this Lease shall not terminate,
nor shall the Rent and the Additional Charges payable under this Lease be abated or be
affected in any manner.

§5.9 WARRANTIES: DISCLAIMER. Lessor shall provide Lessee with the benefit of any warranties
provided by the building contractor. Lessor expressly disclaims any other warranty, either express or
implied, and Lessee acknowledges that neither Lessor nor its agents have made any representations or
promises with respect to the Premises except as expressly set forth in this Lease, and no rights, easements
or licenses are acquired by Lessee by implication or otherwise except as expressly set forth herein. The
taking of possession of the Premises by Lessee shall be conclusive evidence that the Lessee has accepted
the Premises “AS IS,” including any latent or patent defects. Lessee acknowledges that Lessee is relying
on its own independent inspection. Lessor agrees to cooperate with and assist Lessee in asserting claims
against contractors or others providing work and/or services to the Premises.

§5.10 CONTRACTS. Lessee shall not without Lessor’s consent enter into any service contract or
agreement relating to the furnishing of any services to the Premises or the occupants of it unless such
contract or agreement shall by its terms be terminable on no more than thirty (30) days’ notice or shall
expressly provide that it shall not become binding on Lessor in the event that this Lease is terminated or
expires. Lessee shall furnish Lessor with copies of all service contracts or agreements affecting the
Premises that are now in existence or that are subsequently entered into.

§5.11 REFUSE. Lessee shall not allow any refuse, garbage or other loose or objectionable materials to
accumulate on or about the Premises, will at all times keep the Premises in a clean and wholesome
condition, and shall be responsible for the removal of all garbage or loose or objectionable materials
emanating from the Premises. Lessee shall not dispose of any trash or garbage in or about the Premises
except for in areas provided therefor by Lessor.

§5.12 LOADING AND UNLOADING. Lessee shall take all reasonable precautions to ensure that loading
and unloading of merchandise, supplies, materials or chattels shall be made only through or by means of
doorways and openings designated by Lessor.

§5.13 CONDUCT AND HOURS OF OPERATION. Lessee covenants to operate and conduct its business
in a high-class and reputable manner and to conduct its business in the Premises during such hours as set
out in the Franchise Agreement.

§5.14 HEAT. Lessee covenants to heat the Premises so as, at all times, to protect the Premises and all
of its contents from damage by cold or frost.

VI.
BUILDING IMPROVEMENT FUNDS

§6.1 BUILDING IMPROVEMENT FUNDS. In addition to, and without limiting or diminishing in any manner
whatsoever Lessee’s repair and maintenance obligations set forth in Section 5.2 of this Lease, Lessee is
required to fund a building improvement reserve for the replacement of certain improvements now or

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hereafter located at the Premises. Lessee shall, in addition to the Rent, Additional Rent and Additional
Charges due under this Lease, pay to Lessor for each Lease Year the annual sum as set forth on the Key
Contract Data Page, payable in equal monthly installments as set forth on the Key Contract Data Page in
advance on the first day of each month during the Term of this Lease. Such payments are herein called
the "Building Improvement Payments” and the amounts so paid together with any interest accruing thereon
are hereinafter referred to as the “Building Improvement Funds”. The first monthly installment shall be due
on the Commencement Date. If this Lease shall commence on any day other than the first day of a calendar
month, the monthly installment for the first and last month of the Lease Term shall be prorated.”

§6.2 STATUS OF BUILDING IMPROVEMENT FUNDS. Lessor shall hold the Building Improvement Funds
in accordance with the terms of this Article VI and not as an advance rental deposit or as a measure of
Lessor’s damage in case of Lessee’s default. Lessee shall not pledge, hypothecate, encumber or otherwise
transfer any interest in the Building Improvement Funds. The Building Improvement Funds shall be held
by Lessor as non-segregated, interest accruing funds and may be commingled with the other general assets
of Lessor. The interest accruing on the Building Improvement Funds shall be determined and fixed annually
by Lessor in its sole and absolute discretion and shall be based on the then-current weekly average yield
for Three Month U.S. Treasury Constant Maturities as published in the Federal Reserve Statistical Release
H.15 (the “Index”), less one-half percent (.50%). If for any reason the Index is not published for any
particular week or month during the Lease Term as may be required for the foregoing computation of
interest, then the Index next published shall be used in its stead; and in the event that the Index shall no
longer be published, or if the method of computing the Index shall be substantially altered, then Lessor, in
its sole and absolute discretion, shall select another index generally recognized as authoritative and
reflecting data substantially similar to the information used to compute the Index. All Building Improvement
Payments not received by Lessor when due (i.e., on the first day of each month during the Term of this
Lease) shall not accrue any interest until the following calendar month. Interest accrued or earned on the
Building Improvement Funds shall become a part of the Building Improvement Funds and be subject to the
terms hereof. Lessor shall report all interest earned on the Building Improvement Funds for the account of
Lessee and Lessee shall execute and provide to Lessor a W-9 form and any other form required by Lessor
for this purpose.

§6.3 USE OF BUILDING IMPROVEMENT FUNDS. The Building Improvement Funds shall be used to
reimburse Lessee for the cost of any “Building Improvement(s)” (as that term is defined below). All
reasonable costs, expenses. and fees associated with any Building Improvements shall hereinafter be
referred to as the ”Replacement Costs.” Without limiting the effect of any provision hereof, unless otherwise
specifically agreed to by Lessor in writing, the Building Improvement Funds shall not be used to pay for any
costs of repairing or maintaining the Premises under Section 5.2 of this Lease. The judgment and
determination of Lessor as to whether a cost or expense incurred by Lessee is a “Replacement Cost” within
the meaning contemplated by this Article VI shall be final and conclusive.

As used herein the term “Building Improvement” shall mean any of the following:

(a) the replacement of the entire air conditioning system including heating unit(s) for the
Premises;

(b) the replacement of the entire mansard roof, facia, soffit and related roofing structural
components of the Premises;

(c) the replacement of the entire asphalt parking lot overlay located on the Premises; and

(d) the painting of the entire exterior surface of the Building.

The judgment and determination of Lessor as to whether an improvement to the Premises is a “Building
Improvement” within the meaning contemplated by this Article VI shall be final and conclusive.

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Lessee agrees that it will, at its own cost and expense, make any and all Building Improvements to the
Premises as may be requested by Lessor from time to time. Lessee understands and agrees that Lessor
may, in its sole and absolute discretion, require the same Building Improvement to be performed by Lessee
on more than one occasion during the Term of the Lease, notwithstanding the balance of the Building
Improvement Funds held by Lessor. Said Building Improvements must be completed by Lessee within the
time periods specified by Lessor. Lessee shall not at any time make any Building Improvement to the
Premises without the prior written consent of Lessor.

All approved Building Improvements shall be performed by Lessee in accordance with Section 5.3 of this
Lease. Lessee shall be solely responsible for the payment of all Replacement Costs, as well as any
increase in real estate taxes or assessments levied, certified and/or pending against the Premises resulting
from the Building Improvements.

§6.4 REIMBURSEMENT OF REPLACEMENT COSTS. Lessee may request in writing that Lessor
reimburse Lessee for Replacement Costs from the Building Improvement Funds, within thirty (30) days
after completion of a Building Improvement. Lessor shall disburse the Building Improvement Funds as
follows:

(a) To Lessee in such amounts designated and approved by Lessor, and only upon Lessor’s
receipt of the following items:

(i) Request for Funds. Lessee’s written request for Building Improvement Funds,
addressed to Lessor, specifying the amount of the disbursement sought and a
description of the Replacement Costs incurred since the date of the last
disbursement, together with supporting invoices or receipts for performance of the
Building Improvement(s) and other certificates as may be designated and
approved by Lessor. In no event shall Lessee’s request for funds exceed the
then-current outstanding balance of the Building Improvement Funds and Lessor
shall have no obligation or liability whatsoever to Lessee for any amount requested
over and beyond the outstanding balance of the Building Improvement Funds.

(ii) Lessee Estoppel. A written estoppel certificate signed by the Lessee stating that
this Lease is valid and in full force and effect; that no event of default, or event or
condition that which could ripen into an event or default with the passage of time
or the giving of notice or both, has occurred under the Lease; and that the Building
Improvements are completed and are satisfactory to Lessee.

(iii) Post Completion Inspectors Report. Lessor shall have received evidence from an
inspector designated and approved by Lessor, that the work for which Building
Improvement Funds are requested has been performed in a good and workmanlike
manner.

(iv) Evidence of Compliance. Such lien waivers, contractor’s sworn statements,

receipts, and similar items as may be required by Lessor, from time to time in
Lessor’s sole and absolute discretion, and such other items as Lessor shall deem
necessary or appropriate to evidence Lessee’s compliance with the applicable
construction lien law.

(v) Frequency. Unless Lessor shall have furnished Lessee with its prior written waiver
in that particular instance (it being understood and agreed that no such waiver shall
be deemed continuing or applicable to any subsequent withdrawals), withdrawals
shall not be made more frequently than once during any calendar month.

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 (vi) Other. Such other items as Lessor may from time to time request of Lessee in
writing.

Each of the foregoing items must be received by Lessor no later than the twentieth (20th) day of any
calendar month in which Lessee seeks disbursement of Building Improvement Funds.

(b) Upon Lessee’s satisfactory compliance with all of the provisions of this Article VI (including
Lessor’s receipt of the items described in Section 6.4 (a) above) and provided Lessee is
not in default under any of the provisions of this Lease, Lessor shall, on the first day of the
calendar month following Lessee’s full and faithful compliance with the obligations set forth
above, disburse the appropriate amount of Building Improvement Funds to reimburse
Lessee for any authorized and approved Replacement Costs.

(c) In no event shall Lessor be required to disburse Building Improvement Funds to Lessee if
Lessee has not satisfied in full all of the requirements of this Article VI.

(d) In no event shall Lessor be required to disburse Building Improvement Funds to Lessee or
to any federal, state or local governmental authority to pay, satisfy or discharge any taxes,
assessments, charges, excises, levies, fees or other governmental impositions and
charges of any kind and nature whatsoever which are payable in connection with the
interest earned on the Building Improvement Funds.

(e) At Lessor’s sole and absolute discretion, the appropriate amount of Building Improvement
Funds may be disbursed to Lessee at any time during the Term of the Lease to reimburse
Lessee for additional improvements or Repairs required pursuant to this Lease other than
the Building Improvements for the Premises. However, this reference shall not in any way
obligate Lessor to make any such disbursements.

§6.5 INSPECTION OF WORK. Lessor shall have no responsibility to Lessee or to any other person (i) to
inspect the Building Improvements; (ii) to see that the Building Improvements are constructed in accordance
with applicable plans and specifications, or that the Building Improvements will be completed, or that
sufficient funds are available for completion; (iii) for mechanics’ liens or claims by contractors,
subcontractors or materialmen not disclosed by Lessee in each request for Building Improvement Funds
submitted by Lessee; or (iv) for claims which may be found upon waiver of lien and/or paid invoices
presented to Lessor which have been forged or otherwise wrongfully procured; nor where such document
was executed by a person lacking authority to execute same; provided, however, Lessor or Lessor may
inspect the Premises and/or the status of the Building Improvements at any time.

§6.6 DEFAULT UNDER LEASE. Notwithstanding any other terms of this Lease, in the event that Lessee
is in default under any of the terms, conditions and provisions of this Lease and Lessee fails to cure any
such default during any applicable cure period, the Lessor, may, at the option of Lessor and in addition to
any other remedies available to Lessor under this Lease and applicable law, apply all of the Building
Improvement Funds or any part thereof as may be necessary to compensate Lessor towards the payment
of the Rent or any other sum in default, or towards any expenditure that Lessor may spend or become
obligated to spend by reason of Lessee’s uncured default, or to compensate Lessor for any other loss or
damage which Lessor may suffer by reason of Lessee’s default. If any portion is so used, Lessee shall
within five (5) days after written demand therefor, pay to Lessor an amount sufficient to restore the Building
Improvement Funds to its original amount just prior to the default, and Lessee’s failure to do so shall be a
material breach of this Lease. The judgment and determination of Lessor as to any such deficiency or
insufficiency shall be final and conclusive. The provisions in this Section 6.6 shall not serve to limit or
otherwise reduce Lessor’s remedies as set forth in Article IX below.

§6.7 LIMITATION OF LIABILITY. Lessor’s duties under this Article VI are purely ministerial in nature and
shall be expressly limited to the safekeeping of the Building Improvement Funds, and the disbursement of

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same in accordance with this Lease. Lessee agrees that Lessor shall only be liable hereunder for gross
negligence, fraud or willful misconduct. Lessee hereby indemnifies Lessor and agrees to hold it harmless
from and against any and all claims, liabilities, damages, costs, penalties, losses, actions, suits or
proceedings at law or in equity, or any other expenses, fees, or charges of any character or nature, which
Lessor may incur or with which Lessor may be threatened, directly or indirectly arising from or in way
connected with its duties hereunder, other than those arising out of the gross negligence, fraud or willful
misconduct of Lessor, and in connection therewith, indemnify Lessor against any and all reasonable
expenses, including attorney’s fees and the cost of defending any action, suit, or proceedings or resisting
any claim, whether or not litigation is instituted.

§6.8 ASSIGNMENT OR TERMINATION OF LEASE. Should Lessee fully and faithfully comply with all of
the terms, provisions and covenants of this Lease and promptly pay all of the Rent, Additional Charges and
other sums payable by Lessee to Lessor as they become due, any Building Improvement Funds not
disbursed, applied or retained by Lessor shall be returned to Lessee within sixty (60) days after Lessee has
discharged all of its obligations under this Lease, but no earlier than the Original Term Expiration Date (or
the sooner termination of this Lease). In the event of a sale of the Land and the Building of which the
Premises forms a part, or an assignment of the Lease by Lessor, Lessor shall have the right to transfer the
balance of any Building Improvement Funds to the purchaser or assignee, as the case may be, and Lessor
shall thereafter be released by Lessee from all liability for the return of the Building Improvement Funds;
and Lessee agrees to look solely to the purchaser or assignee for the return of the Building Improvement
Funds. In the event of an assignment or transfer of this Lease by Lessee, Lessee shall be obligated to
transfer the balance of any Building Improvement Funds to Lessee’s assignee, and Lessor shall thereupon
be released by Lessee from all liability for the return of the Building Improvement Funds. It is agreed that
the provisions hereof shall apply, to every transfer or assignment made of the Building Improvement Funds
to a new lessor and/or a new lessee.

§6.9 NO WAIVER. The failure of Lessor to enforce strict performance of the terms and conditions hereof,
in connection with disbursement or use of any Building Improvement Funds or otherwise, shall not
constitute a waiver of its rights to do so at any other time, or shall it constitute a waiver of any of Lessor’s
rights hereunder.

VII.
TAXES AND OTHER CHARGES

§7.1 PAYMENT.

(a) In the event Lessor elects, at its sole option, to pay any real estate taxes and assessments
(both general and special), goods and service taxes, sales taxes, value added taxes,
business transfer taxes, any other taxes imposed on Lessor with respect to rent payable
by Lessee to Lessor or in respect of the rental of space under this Lease, assessments,
charges for public utilities, excises, levies, licenses, permit fees or other governmental
impositions and charges of any kind and nature whatsoever (collectively, the “Charges”)
which are payable in connection with the ownership, occupancy or possession of the
Premises, Lessee shall reimburse Lessor within fifteen (15) days after Lessee receives an
invoice for the payment of such Charges.

(b) In the event Lessor elects not to pay the Charges as set forth in the preceding paragraph,
Lessee shall pay on or before the last day on which payment may be made without penalty
or interest, all Charges which may be assessed, imposed, or become due and payable in
connection with the ownership, occupancy or possession of the Premises or the fixtures or
personalty on it, or any Charges which may be imposed in lieu of, or as a substitution for,
any such Charges. At any time after the time for payment of each Charge, upon Lessor’s
request, Lessee shall exhibit to Lessor satisfactory evidence of payment. All Charges

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 assessed or imposed for the fiscal periods in which the Term of this Lease commences
and terminates shall be apportioned.

§7.2 CONTESTS. Lessee has the right to promptly contest or review any of the Charges by appropriate
proceedings (“Proceedings”) at its own expense, and if necessary, with the prior written consent of Lessor,
in the name of Lessor. Lessee may defer payment of a contested Charge only if, before instituting any
Proceedings, Lessee furnishes to Lessor security satisfactory to Lessor and sufficient to cover the amount
of each contested Charge, with interest and penalties for the period which the Proceedings may be
expected to take. Notwithstanding the furnishing of security (other than a cash deposit), Lessee shall
promptly pay each contested Charge if, at any time, the Premises or any part of it are in danger of being
sold, forfeited or otherwise lost or Lessor becomes subject to criminal or any other liability for such non-
payment, provided that in that event, if Lessee has made a cash deposit to Lessor, Lessor may pay each
contested Charge out of the deposit. When any contested Charge is paid or canceled, any balance of any
cash deposit not so applied shall be repaid to Lessee without interest. All Proceedings shall be begun as
soon as possible after the imposition or assessment of any contested item and shall be diligently prosecuted
to final adjudication. If there is any refund with respect to any contested Charge based on a payment by
Lessee, Lessee shall be entitled to it to the extent of such payment.

§7.3 LIMITATION: SUBSTITUTION. Nothing contained in this Lease shall be construed to require Lessee
to pay any inheritance, estate, succession, transfer, gift, franchise, corporation, income or profit tax, or
capital levy that is or may be imposed upon Lessor, its successors or assigns; provided, however, that if at
any time during the Term of this Lease the methods of taxation prevailing at the Commencement Date are
altered so that in lieu of or as a substitute for the whole or any part of the taxes, assessments, levies,
impositions or charges (collectively “Assessments”) now levied, assessed or imposed (“Imposed”) on real
estate and improvements thereon, there is Imposed

(1) an Assessment made wholly or partially as a capital levy, or

(2) an Assessment measured by or based in whole or in part on the Premises, or

(3) a license fee measured by the Rent payable by Lessee under this Lease,

then to the extent that such Assessments or portion thereof would be payable if the Premises were the only
asset of Lessor subject to the Assessments, Lessee shall pay these Assessments in the same manner as
provided in this Lease for payment of real estate taxes.

§7.4 ESCROW FUNDS. If, during the Term of this Lease, Lessor or any mortgagee requests Lessee to
provide an escrow fund for payment of real estate taxes, Lessee agrees that upon such request it will
promptly deposit with Lessor or its designated mortgagee, for each month or portion thereof since the due
date of the previous tax bill, one-twelfth (1/12) of the latest year’s tax obligation (the “Monthly Escrow Sum”),
and that it will continue to deposit the Monthly Escrow Sum on the first day of each subsequent month, so
that as each installment of real estate taxes becomes due and payable, Lessee will have deposited a sum
sufficient to pay it. All of these deposits (the “Escrow Funds”) shall be received and held in trust; provided,
however, that unless otherwise required by law, Lessor or its designated mortgagee shall not be required
to maintain the Escrow Funds in a segregated account nor invest them in interest bearing accounts or
securities nor pay any interest on them. When the real estate taxes become due and payable, Lessor or
its mortgagee shall promptly pay them from the Escrow Funds and shall promptly forward to Lessee receipts
or other satisfactory evidence of payment. In the event that the amount of the real estate taxes assessed
or Imposed against the Premises has not been fixed at the time when any Monthly Escrow Sum is due, the
Monthly Escrow Sum shall be one-twelfth (1/12) of the amount of real estate taxes assessed or Imposed
against the Premises for the preceding year, subject to adjustment when the actual amount of the real
estate taxes is ascertained. If required by Lessor or any mortgagee, the provisions of this Section 7.4 shall
be applicable to any Additional Charges due under this Lease.

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 VIII.
INDEMNIFICATION

Lessee shall indemnify, defend with counsel reasonably acceptable to Lessor and save Lessor harmless
from and against all costs, expenses, liabilities, losses, damages, injunctions, suits, actions, fines, penalties,
claims and demands of every kind or nature, including reasonable attorneys’ fees, by or on behalf of any
person, party or governmental authority whatsoever arising out of (a) any failure or alleged failure by Lessee
to perform any of its obligations under this Lease, (b) any accident, injury or damage which occurs in or
about the Premises, however occurring, (c) any matter arising out of the condition, occupation,
maintenance, alteration, repair, use or operation of the Premises or any part of it, (d) the contest or
challenge by Lessee of any imposed tax, Assessment, or other Charges, (e) any other matter arising from
or relating to Lessee’s occupation of the Premises, or (f) any action taken or omitted by Lessor in performing
any of Lessor’s duties under Article VI of this Lease.

IX.
ENFORCEMENT

§9.1 DEFAULT. Each of the following events is a default and a breach of this Lease by Lessee:

(a) If Lessee files any proceeding under the United States Bankruptcy Code, any other federal
or state bankruptcy, reorganization, receivership, insolvency. or other similar law affecting
the rights of creditors generally, or for dissolution under the laws of the United States or of
any state, or voluntarily takes advantage of any such law or act or is dissolved or makes
an assignment for the benefit of creditors;

(b) If involuntary Proceedings under the United States Bankruptcy Code, any other federal or
state bankruptcy, reorganization, receivership, insolvency or other similar law or for the
dissolution of a corporation are instituted against Lessee or if a receiver or trustee is
appointed of all or substantially all of the property of Lessee and such Proceedings are not
dismissed or such receivership or trusteeship vacated within ninety (90) days after such
institution or appointment;

(c) If Lessee vacates, abandons or ceases doing business on the Premises or indicates its
intention to do so;

(d) If this Lease or the estate of Lessee hereunder is transferred to any other person or party,
except in a manner permitted by the terms of this Lease;

(e) If Lessee fails to pay Lessor any installment of the Rent, the Building Improvement
Payments or Additional Charges when it becomes due and payable and fails to make such
payment within ten (10) days after notice thereof by Lessor to Lessee;

(f) If Lessee fails to perform any of its nonmonetary obligations under this Lease and such
non-performance continues for a period within which performance is required to be made
by specific provision of this Lease or, if no such period is provided, for a period of thirty (30)
days after notice thereof by Lessor to Lessee; or, if such performance cannot be
reasonably had within such thirty day period, Lessee has not in good faith commenced
such performance within such thirty day period or has not diligently proceeded therewith to
completion;

(g) If the Lessee or any agent of Lessee falsifies any report required to be furnished to Lessor
pursuant to the terms of this Lease and fails to notify Lessor of such falsification within sixty
(60) days of submission of such report.

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 (h) Repeated breaches of provisions of this Lease. If BKC intends to terminate this Lease
under this Section 9.1.(h), BKC shall provide notice to Lessee that BKC considers the
Lessee to have repeatedly breached this Lease, and that BKC intends to terminate this
Lease if Lessee breaches the Lease at any time after said notice. If Lessee after receiving
such notice subsequently breaches this Lease in any manner, BKC shall have the right to
terminate this Lease upon notice with no further opportunity to cure.

(i) Failure by Lessee to comply with any provisions of the Franchise Agreement relating to the
Premises.

In the event of a default under this Section 9.1, Lessor shall have such remedies as are provided under
this Lease and/or under applicable law.

§9.2 CURE BY LESSOR. After expiration of the applicable period of notice, or without notice in the event
of any emergency, Lessor at its option may, but shall not be obligated to, make any payment required of
Lessee or perform any obligation of Lessee, and the amount Lessor pays, or the cost of its performance,
together with interest thereon at the highest legal rate permitted, shall be deemed to be an additional charge
payable by Lessee on demand. Lessor shall have the right to enter the Premises for the purpose of
correcting or remedying any default, but neither any expenditure nor any such performance by Lessor shall
be deemed to waive or release Lessee’s default or the right of Lessor to take such action as may be
otherwise permissible in the case of default. The Lessor shall have no liability to the Lessee for any loss
or damages resulting from any such action by the Lessor, and entry by the Lessor under the provisions of
Article V or Article IX shall not constitute breach of the covenant for quiet enjoyment or an eviction.

§9.3 LESSOR’S REMEDIES. If Lessee is in default under this Lease, Lessor may, at its option, in addition
to such other remedies as may be available under applicable law:

(a) terminate this Lease and Lessee’s right of possession, and retake possession for Lessor’s
account. In such event, Lessor may repair and alter the Premises in any manner as Lessor
deems reasonably necessary or advisable. All expenses of every nature which Lessor may
incur such as (by way of illustration and not limitation) those for attorneys’ fees, brokerage,
advertising, and refurbishing the Premises, shall become immediately due and payable by
Lessee to Lessor, or

(b) terminate Lessee’s right of possession, but not this Lease, retake possession of the
Premises for the Lessee’s account, repair, and alter the Premises in any manner as Lessor
deems reasonably necessary or advisable, and relet the Premises or any part of it, as the
agent of Lessee, for the whole or any part of the remainder of the Term or for a longer
period, and Lessor may grant concessions or free rent or charge a higher rental than that
reserved in this Lease. Out of any rent collected or received from subtenants or as a result
of such letting or reletting, Lessor shall first pay to itself all expenses of every nature which
Lessor may incur such as (by way of illustration and not limitation) those for attorneys’ fees,
brokerage, advertising, and refurbishing the Premises in good order or preparing them for
reletting; and second, Lessor shall pay to itself any balance remaining on account of the
liability of Lessee for the sum equal to all Rent, Additional Rent and other Additional
Charges due from Lessee through the Original Term Expiration Date. Should Lessor,
pursuant to this Section 9.3, not collect rent which, after deductions is sufficient to fully pay
to Lessor a sum equal to all Rent, Additional Rent and other Additional Charges payable
through the Original Term Expiration Date, the balance or deficiency shall, at the election
of Lessor, be paid by Lessee on the first of each month; or

(c) stand by and do nothing, and hold the Lessee liable for all Rent, Additional Rent and other
Additional Charges payable under this Lease through the Original Term Expiration Date.

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 If Lessor does not notify Lessee which remedy it is pursuing, or if Lessor’s notice to Lessee does not
expressly state that Lessor is exercising its remedies under Section 9.3(a) or Section 9.3(c), then it shall
be deemed that Lessor is pursuing the remedy set forth in Section 9.3(b). If Lessor exercises option (a) or
(b) above, Lessee agrees to immediately peacefully surrender the Premises to Lessor, and if Lessee
refuses to do so, Lessor may without further notice reenter the Premises either by force or otherwise and
dispossess Lessee by summary proceedings or otherwise, as well as the legal representative(s) of Lessee
and/or other occupant(s) of the Premises, and remove their effects.

§9.4 ACCELERATION. If Lessor exercises the remedies in Section 9.3(b) or (c) of this Lease, Lessee
shall immediately pay to Lessor as damages for loss of the bargain caused by Lessee’s default, and not as
a penalty, in addition to any other damages, an aggregate sum which represents the present value of the
full amount of the Rent, Additional Rent and all other Additional Charges payable by Lessee hereunder that
would have accrued for the balance of the Term. If Lessor exercises the remedy in Section 9.3(b) of this
Lease, Lessor shall account to Lessee at the Original Term Expiration Date for amounts actually collected
by Lessor as a result of a reletting, net of amounts to be paid to Lessor under Section 9.3(b) of this Lease.

§9.5 SUITS. Suit or suits for the recovery of the deficiency or damage or for any installment or installments
of Rent, Additional Rent or any other charge due under this Lease may be brought by Lessor at any time
or, at Lessor’s election, from time to time, and nothing in this Lease shall be deemed to require Lessor to
wait until the Original Term Expiration Date to bring suit.

§9.6 WAIVER. Lessee hereby expressly waives service of any notice of intention to reenter. Lessee
hereby waives any and all rights to recover or to regain possession of the Premises or to reinstate or to
redeem this Lease as permitted or provided by any statute, law or decision now or hereafter in force and
effect. No receipt of moneys by Lessor from Lessee after the cancellation or termination of the Lease shall
reinstate, continue or extend the Lease, or affect any prior notice given to Lessee or operate as a waiver of
the right of Lessor to enforce the payment of Rent and Additional Rent then due or subsequently falling
due, or operate as a waiver of the right of Lessor to recover possession of the Premises by suit, action,
proceeding or other remedy, and any and all moneys so collected shall be deemed to be payments on
account of the use and occupancy of the Premises, or at the election of the Lessor, on account of Lessee’s
liability under this Lease.

§9.7 PROOF OF CLAIM. Nothing in this Article shall limit or prejudice the right of Lessor to prove and
obtain as liquidated damages in any bankruptcy, insolvency, receivership, reorganization or dissolution
proceeding an amount equal to the maximum allowed by any statute or rule of law governing such
proceeding, whether or not such amount is greater, equal to or less than the amount of the damages
referred to in any of the preceding sections.

§9.8 INJUNCTION. In the event of a breach or a threatened breach by Lessee of any of its Lease
obligations, Lessor shall have the right to enjoin and restrain the breach and to invoke any remedy allowed
by law or in equity, in addition to other remedies provided in this Lease.

§9.9 INDEPENDENT RIGHTS. The rights and remedies of Lessor are distinct, separate and cumulative,
and no one of them, whether or not exercised by Lessor, shall be deemed to be to the exclusion of any of
the others.

§9.10 NON-WAIVER. The failure of Lessor to insist upon strict performance of any of Lessee’s obligations
under this Lease shall not be deemed a waiver of any rights or remedies that Lessor may have and shall
not be deemed a waiver of any subsequent breach or default by Lessee. The exercise of any of the Lessor’s
options under the Lease “shall not be deemed to be the exclusive remedy of Lessor.”

§9.11 WAIVER OF EXEMPTION FROM DISTRESS. Lessee agrees that notwithstanding anything
contained in any statute, enactment or other law of the state in which the Premises are located or of any
other jurisdiction, none of the personalty located on the Premises shall be exempt from levy for distress for

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Rent in arrears, and that if Lessee makes any claim for such an exemption, this Lease may be pleaded as
an estoppel against Lessee in any appropriate action.

§9.12 FRANCHISE AGREEMENT. Notwithstanding anything in this Lease to the contrary, this Lease is
conditioned upon the faithful performance by Lessee of the Franchise Agreement, and a default in the terms
of the Franchise Agreement shall be a default of this Lease.

X.
NO RENT ABATEMENT

Unless specifically provided in this Lease, no abatement, diminution, or reduction of Rent, Additional Rent,
Additional Charges or other compensation shall be claimed by or allowed to Lessee, or any persons
claiming under Lessee, under any circumstances, whether for inconvenience, discomfort, interruption of
business, or otherwise.

XI.
CONDEMNATION

§11.1 ENTIRE AWARD. In the event that the Premises or any part of it is taken in condemnation
proceedings or by exercise of any right of eminent domain (or by settlement agreement in lieu thereof
between Lessor and those authorized to exercise such right), Lessor shall be entitled to collect the entire
amount of any award made without deduction for any estate vested in or owned by Lessee, subject only to
the rights of any mortgagee and to Lessee’s rights as set forth in this Lease. Lessee agrees to execute
any and all documents that may be required to facilitate collection by Lessor of any and all such awards.
Lessee shall have no right to participate in any condemnation proceedings or agreement except for the
purposes described in Section 11.5.

§11.2 SUBSTANTIAL TAKING. If at any time during the Lease Term, the whole or substantially all of the
Premises is taken or condemned, this Lease shall terminate and expire on the date on which title vests in
the condemning authority, upon which the Rent provided to be paid by Lessee shall be apportioned and
paid to that date, and Lessee shall have no claim against Lessor for the unexpired Term of this Lease or
for damage or for any other reason whatsoever. For the purposes of this Section, “substantially all of the
Premises” shall be deemed to have been taken if, in the sole opinion of Lessor, the portion of the Premises
not taken cannot be repaired or reconstructed in such a way that, by using only the amount of the net award
available from the taking, there remains a complete, rentable structure capable of producing a
proportionately fair and reasonable net annual income after payment of all operating expenses, Rent,
Additional Rent and all other Additional Charges payable by Lessee, and after performance by the Lessee
of all its obligations under this Lease.

§11.3 PARTIAL TAKING. In the event of a partial taking (any taking which is not “substantial”), this Lease
shall not terminate, and Lessee shall promptly proceed to restore the remainder of the Building on the Land
(if affected by the taking) to a complete, independent and self-contained architectural unit, usable for the
purposes contemplated by this Lease, and Lessor shall pay to Lessee, subject to the same provisions and
limitations specified herein with respect to insurance proceeds, the cost of restoration, which payment shall
in no event exceed a sum equal to the amount of any separate award made for such restoration. Any
deficiency will be paid by Lessee. Such restoration shall be subject to and shall be performed in accordance
with the provisions of Section 5.3, except that any surety bond shall be in the amount, if any, by which the
estimated cost of the work exceeds said separate award for the restoration. In the event that there is no
separate award for restoration, the amount shall be fixed and settled by mutual agreement or by arbitration
as provided in this Lease.

If this Lease does not terminate as provided in Section 11.2, and the taking results in the loss of parking
spaces, driveways or accesses which are not or cannot be relocated or replaced elsewhere on the
Premises, the Guaranteed Minimum Annual Rental after the date of taking shall be the lesser of (a) the

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Guaranteed Minimum Annual Rental payable by Lessee immediately prior to the taking, reduced by 12.5%
of any portion of the award or awards recovered by Lessor which are not applied to the reduction of any
mortgage to which this Lease is subject and subordinate or are not otherwise applied to Lessee’s cost of
demolition, repair and restoration or (b) the Guaranteed Minimum Annual Rental payable by Lessee
immediately prior to the taking reduced in direct proportion to the area of the Premises taken. For example:
if prior to the taking the area of the Premises is 30,000 square feet and the Guaranteed Minimum Annual
Rental is $100,000.00, upon the taking of 750 square feet, the Guaranteed Minimum Annual Rental will be
reduced by three percent (3%), resulting in a new Guaranteed Minimum Annual Rental of $97,000.00.

§11.4 EASEMENTS. If the taking is (i) of any existing appurtenant easement, or (ii) by easement rather
than by fee, then the Lessee shall not be entitled to any reduction in Guaranteed Minimum Annual Rental
unless such taking results in (i) receipt of an award by Lessor and (ii) the deprivation of use of the easement
area by Lessee for parking, driveways or access. In such case, Lessee’s Guaranteed Minimum Annual
Rental shall be reduced in accordance with the calculation for a taking of the fee set forth in Section 11.3
above.

§11.5 LESSEE’S INDEPENDENT AWARD. Nothing in this article shall preclude Lessee from pursuing
any independent action permitted by law or from participating in the condemnation proceedings, but only
for the purpose of securing an independent award for loss of business or damage to personalty.

XII.
SUBORDINATION

This Lease shall be fully subordinate to any mortgage and/or collateral assignment of lease against the
Premises which the fee owner, Lessor and/or their assigns has or subsequently obtains upon the Premises;
provided, however, that any such mortgage and/or collateral assignment of Lease against the Premises
granted by Lessor shall provide that Lessee’s possession of the Premises pursuant to this Lease shall not
be disturbed in the event of a default by Lessor so long as Lessee shall be in compliance under the terms
hereof. This Lease shall be fully subordinate and subject to any senior lease now, or hereafter affecting
the Premises. In the event Lessor transfers all or a part of its interest in the Premises to a third party and
enters into a lease with said third party (with Lessor as tenant) then this Lease shall be fully subordinate to
said lease between such third party and Lessor.

The Lessee hereby grants a power of attorney to the Lessor with full power to act as its attorney in fact and
to execute on behalf of the Lessee any and all documents that may be required by a mortgagee and/or
assignee evidencing the Lessee’s full subordination of the Lessee’s interest to any mortgage and/or
collateral assignment of lease that may be entered into by Lessor, the fee owner or their assigns. Lessee
hereby agrees to execute, without charging Lessor, any and all documents that it is requested to execute
to evidence this subordination. However, Lessee shall not be required to execute any promissory notes or
other evidence of indebtedness which would create any personal liability on behalf of Lessee.

XIII.
ASSIGNMENT

§13.1 BY LESSOR. This Lease shall be fully assignable by the Lessor or its assigns.

§13.2 BY LESSEE. Neither Lessee, nor Lessee’s successors or assigns, shall (unless expressly permitted
in this Lease) assign, mortgage, give as security, pledge or encumber this Lease, in whole or in part, by
operation of law or otherwise, or sublet the Premises, in whole or in part, or permit the Premises or any
portion of it to be used or occupied by others, or enter into a management contract or other arrangement
whereby the Premises shall be managed and operated by anyone other than the owner of Lessee’s
leasehold estate, without the prior consent in writing of Lessor in each instance. If this Lease is assigned
or transferred, or if all or any part of the Premises is sublet or occupied by anybody other than Lessee,
Lessor may collect Rent from the assignee, transferee, subtenant or occupant, and apply the net amount

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collected to the Rent reserved in this Lease, but no such assignment, subletting, occupancy or collection
shall be deemed a waiver of any covenant or condition of this Lease, or the acceptance of the assignee,
transferee, subtenant or occupant as lessee, or a release of Lessee from the performance or further
performance by Lessee of its obligations under this Lease, and Lessee shall continue to be liable for all its
obligations under this Lease. The consent by Lessor to an assignment, mortgage, pledge, encumbrance,
transfer, management contract or subletting shall not in any way be construed to relieve Lessee from
obtaining the express consent in writing of Lessor in each instance to any subsequent similar action that
the Lessee may intend to take. Providing Lessee remains liable for all its obligations under this Lease,
Lessor shall consent to an assignment of this Lease to an individual, partnership or corporation to which
the Franchise Agreement has been assigned.

§13.3 ASSUMPTION BY ASSIGNEE. An assignment made with Lessor’s consent or as otherwise

permitted shall not be effective until Lessee delivers to Lessor an executed counterpart of such assignment
containing an agreement, in recordable form, executed by the assignor and the proposed assignee, in
which the assignee assumes the performance of the obligations of the assignor under this Lease to the
Original Term Expiration Date.

XIV.
ADDITIONAL PROPERTY

§14.1 PURCHASE OF ADDITIONAL PROPERTY. In the event Lessee (for purposes of this Article, if
Lessee is a group of more than one person, the term “Lessee” shall mean any member of the Lessee group)
or any corporation, partnership or other entity in which Lessee has an interest or any member of Lessee’s
immediate family (Lessee or such other person or entity shall hereinafter be referred to as “Vendee”)
acquires the right to purchase property which, in the sole opinion of Lessor, is capable of being used either
as additional parking or for any other purpose connected with the operation of the Premises (the “Additional
Property”), Lessor shall have an option to assume Vendee’s right to purchase such Additional Property
without cost or charge to Lessor for such option. The granting of this option by Vendee to Lessor is in
partial consideration for the making of this Lease by Lessor. Vendee agrees to submit to Lessor (i) a copy
of the purchase or option contract within ten (10) days after final execution thereof and (ii) all other relevant
documents within a reasonable period of time in advance of the scheduled closing date. Lessor shall have
twenty (20) days after its receipt of the purchase or option contract and any and all relevant documents
within which to notify Vendee of Lessor’s intention to accept or reject Lessor’s option. If Vendee’s rights to
purchase such Additional Property are not assignable, or if Vendee purchases the Additional Property
without previously granting Lessor the option to acquire the Additional Property, Lessor shall have the
additional option to purchase the Additional Property from Vendee, at Vendee’s purchase price, under the
terms of Lessor’s then standard contract for the purchase of real property which shall be executed by
Vendee and Lessor upon Lessor’s exercise of this additional option. The granting of this additional option
by Vendee to Lessor is in partial consideration for the making of this Lease by Lessor. Vendee agrees to
submit to Lessor a copy of the purchase agreement and all other relevant documents within fifteen (15)
days after Vendee acquires the Additional Property, and Lessor shall have thirty (30) days thereafter within
which to notify Vendee of its intention to accept or reject this additional option.

In the event Lessor acquires the Additional Property from Vendee as set forth above, Vendee and Lessor
agree to amend this Lease to include the Additional Property and to increase the Rent and other Additional
Charges payable by Lessee for its use of the Additional Property. The rent for the Additional Property shall
be calculated by Lessor in accordance with its then current formula for the calculation of ”BKL” lease rentals.

In the event (i) Lessor fails to exercise its options to purchase the Additional Property as set forth above, or
(ii) Lessor has not received notice from Vendee that Vendee has purchased the Additional Property, then
at such time as (a) Lessor becomes aware of the acquisition by Vendee of the Additional Property or (b)
this Lease expires or is terminated, whichever is earlier, Lessor shall have a third option to acquire the
Additional Property by purchasing it for its then fair market value or three (3) times Vendee’s purchase
price, whichever is less, under the terms of Lessor’s then standard contract for the purchase of real property,

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to be executed by Vendee and Lessor upon the exercise by Lessor of this third option. The granting of this
third option by Vendee to Lessor is in partial consideration for the making of this Lease by Lessor. Lessor
must notify Vendee of its election to exercise this third option within thirty (30) days after (A) the date on
which Lessor receives notice of Vendee’s acquisition of the Additional Property or (B) the expiration or
termination of this Lease, whichever is earlier. Should Lessor and Vendee be unable to agree upon a
purchase price within thirty (30) days after Vendee is notified by Lessor that Lessor desires to exercise this
third option, Lessor and Vendee shall within ten (10) days following the end of said thirty (30) day period
separately hire disinterested, qualified real estate appraisers who are authorized to appraise property in the
county where the Additional Property is located and who are members of The Society of Real Estate
Appraisers, The American Institute of Real Estate Appraisers or The American Society of Appraisers. If
either Lessor or Vendee fails to appoint an appraiser within ten (10) days after being notified of the appraiser
retained by the other party, the single appraiser hired shall determine the fair market value of the Additional
Property. If both parties select an appraiser, the two appraisers shall meet and attempt to agree on a fair
market value of the Additional Property. If they are unable to agree on the value within fifteen (15) days
after the second appraiser was appointed, they shall select a third appraiser who shall determine the fair
market value. Lessor and Vendee shall be responsible for the fee charged by the respective appraisers
they selected and shall split the cost of the third appraiser. If after being informed of the fair market value
of the Additional Property, Lessor indicates that the purchase price is unacceptable, it may rescind its
election to purchase the Additional Property, upon notice to Vendee within twenty (20) days after being
informed of the fair market value of the Additional Property, but must pay the total cost of the appraisal.

In the event Lessor acquires the Additional Property from Vendee under any of the above options, Vendee
shall furnish to Lessor evidence that he has good and marketable title to the Additional Property, and title
shall be conveyed to Lessor in fee simple, free and clear of any liens, encumbrances, restrictions or
violations of any local, state or federal laws, orders, rules or regulations upon payment of the purchase
price. Closing shall be within ninety (90) days after determination of the purchase price, subject to any
extension permitted under the terms of Lessor’s then standard contract for the sale of real property.

Vendee hereby expressly covenants and agrees that, in the event that Vendee acquires Additional Property
without complying with the terms and provisions of this Section 14.1, Lessor shall have the absolute and
unrestricted option to purchase any such Additional Property, upon the terms and conditions set forth above
with respect to the third option to purchase, at any time during the Term of this Lease and for thirty (30)
days after the expiration or termination of this Lease. If, during such thirty (30) period, Lessor discovers
that Vendee has acquired Additional Property without complying with the terms and provisions of this
Section 14.1, then notwithstanding the expiration or termination of this Lease, Vendee hereby further
expressly covenants and agrees that Vendee shall execute any and all relevant documents in order to
transfer fee title to said Additional Property to Lessor in accordance with the terms and provisions of this
Section 14.1. The granting of this final option by Vendee to Lessor is in partial consideration for the making
of this Lease by Lessor.

§14.2 LEASE OF ADDITIONAL PROPERTY. In the event Vendee acquires the right to lease, sublease
or license, have an easement across or over, or any other right of any kind, save and except by purchase,
to use or occupy the Additional Property (the “Occupancy Right”) from any person other than Lessor,
Vendee shall give Lessor written notice thereof, which notice shall set forth or be accompanied by a copy
of the proposed lease, sublease, license agreement, easement agreement or other use or occupancy
agreement (the “Additional Property Lease”) and which notice shall be delivered to Lessor prior to the
execution of any Additional Property Lease. The Additional Property Lease shall set forth (a) all terms and
conditions of the Occupancy Right, including, without limitation, the Rent, Additional Rent, Additional
Charges and other consideration payable under the Additional Property Lease, and the term and any
options to extend the term; (b) the extent to which the tenant under the Additional Property Lease may
make Alterations and/or improvements; (c) any broker or other agent who was involved in the acquisition
of the Occupancy Right; (d) a description of the Additional Property; (e) its proposed use; and (f) the name
and address of the proposed landlord. Lessor may, within thirty (30) days after receipt of such written notice
from Vendee accompanied by or containing all of the items set forth above, in its sole and absolute
discretion, choose to enter into the Additional Property Lease, as tenant; in such event, Lessor and Vendee
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agree to amend this Lease to include the Additional Property and to increase the Rent and other Additional
Charges payable by Lessee for its use of the Additional Property. The rent for the Additional Property shall
be calculated by Lessor in accordance with its then current formula for the calculation of “BKL” lease rentals.
During said thirty (30) day period, Vendee shall not, in any event whatsoever, execute, or cause anyone
else to execute on Vendee’s behalf or otherwise, the Additional Property Lease. If Lessor chooses not to
enter into the Additional Property Lease, then Vendee may choose to enter into the Additional Property
Lease, as tenant; in such event, the following paragraph shall be incorporated into the Additional Property
Lease in its entirety:

“Notwithstanding anything to the contrary set forth herein, Landlord and Tenant hereby covenant
and agree that Tenant may, at any time during the term hereof and without Landlord’s consent,
assign this Lease to Burger King Corporation or its designee (collectively, “BKC”). The Tenant
covenants that, notwithstanding any such assignment to BKC, and notwithstanding the acceptance
of rent and/or additional rent by Landlord from BKC, the Tenant shall, during the term hereof, remain
fully liable for the payment of the rent and the additional rent hereunder and for the performance
and observance of all other obligations of this lease on the part of Tenant to be performed or
observed. Additionally, (i) in the event of any default by Tenant hereunder which default has not
been cured prior to the expiration of any grace, notice or cure period; or (ii) at such time as any
lease between BKC, as landlord, and Tenant, as tenant expires or is terminated, then, in any such
event, BKC shall have the option, but shall be under no obligation to exercise said option,
exercisable within thirty (30) days after the end of any grace, notice or cure period, or the expiration
or termination of any such lease, to assume this lease from Tenant by written notice to Tenant and
Landlord and at no cost or charge to BKC. In order to effectuate this provision, Landlord agrees
that, if Tenant is in default hereunder, Landlord shall give written notice thereof to BKC at 5707
Blue Lagoon Drive, Miami, Florida 33126, P.O. Box 020783, Miami, Florida 33102-0783, Attention:
General Counsel and Landlord further agrees that Landlord shall be obligated to send said notice
to BKC whether or not this Lease provides for written notice of default to be sent to the Tenant.
The parties hereto acknowledge and agree that BKC may, in its sole and absolute discretion, cure
any default by Tenant hereunder, but BKC shall be under no obligation to do so and BKC’s decision
to cure or not to cure any default by the Tenant shall not be a condition precedent to BKC’s
assumption of this lease. Landlord and Tenant hereby agree to execute and provide such
documents (including, without limitation, a copy of this lease, certified by Landlord and Tenant to
be a true and correct copy, and an estoppel certificate from Landlord) and other assurances
(including, without limitation, Tenants guarantee to cure all existing defaults hereunder prior to the
effective date of said assumption by BKC) reasonably required by BKC to give full force and effect
to this provision.” [The words “Landlord”, “Tenant” and “Lease” in the foregoing paragraph shall be
changed to “Licensor”, “Licensee” and “License”, respectively, if Vendee is entering into a license
agreement and similar modifications (but only as to form, not substance) may be made to the
foregoing paragraph where required in the case of a sublease, an easement agreement or any
other type of use or occupancy agreement.]

Upon the execution and delivery of the Additional Property Lease by Vendee and the proposed landlord,
Vendee shall deliver a duplicate original of the fully executed Additional Property Lease and any and all
other documents relating to the Additional Property Lease to Lessor.

Vendee hereby expressly covenants and agrees that, in the event that Vendee enters into an Additional
Property Lease without complying with the terms and provisions of this Section 14.2, Lessor shall have the
absolute and unrestricted right to have said Additional Property Lease assigned to Lessor, upon the terms
and conditions set forth in this Section 14.2, at any time during the Term or any extensions of the Term of
the Additional Property Lease. If Lessor is not notified of the existence of an Additional Property Lease
during the Term hereof, Lessor shall have thirty (30) days after the expiration or termination of this Lease
to investigate whether such an Additional Property Lease exists. If, during such thirty (30) day period,
Lessor discovers that an Additional Property Lease exists, then notwithstanding the expiration or
termination of this Lease, Vendee hereby further expressly covenants and agrees that Vendee shall
execute any and all relevant documents in order to assign said Additional Property Lease to Lessor. After
Lease/Sublease
Exhibit G1 (03/2022)
BK #_____
24
the Additional Property Lease has been assigned to Lessor (if said assignment occurs prior to the expiration
or termination of this Lease), Vendee and Lessor agree to amend this Lease to include the Additional
Property. The rent and other charges for the Additional Property shall be calculated by Lessor in
accordance with its then current formula for the calculation of “BKL” lease rentals.

For purposes of this Article, notice to the Lessee in the manner indicated in Section 17.2 shall be deemed
to be notice to Vendee. The terms and provisions of this Article shall survive the expiration or termination
of this Lease.

XV.
ESTOPPEL CERTIFICATE

Lessee shall from time to time, within five (5) days after being requested to do so by the Lessor, execute,
enseal, acknowledge and deliver to the Lessor (or, at Lessor's request, to any existing or prospective
purchaser, transferee, assignee or mortgagee of any or all of the Premises, any interest therein or any of
Lessor’s rights under this Lease) an instrument in recordable form;

(i) certifying (a) that the Lease is unmodified and in full force and effect (or, if there has been
any modification thereof, that it is in full force and effect as so modified, stating therein the
nature of such modification); (b) as to the dates to which the Rent, the Building
Improvement Payments and Additional Charges arising hereunder have been paid; (c) as
to the amount of any prepaid rent or any credit due to Lessee hereunder, (d) that the
Lessee has accepted possession of the Premises, and the date on which the Term
commenced; (e) as to whether, to the best knowledge, information and belief of the signer
of such certificate, the Lessor or the Lessee is then in default in performing any of its
obligations under the Lease (and, if so, specifying the nature of each such default); and (f)
as to any other fact or condition reasonably requested by the Lessor or such other
addressee; and

(ii) acknowledging and agreeing that any statement contained in such certificate may be relied
upon by Lessor and any such other addressee.

XVI.
HAZARDOUS SUBSTANCES

§16.1 COMPLIANCE WITH LAWS. Lessee shall at all times, at its own cost and expense, comply with all
federal, state and local laws, ordinances, regulations and standards (“Hazardous Substance Laws”) relating
to the use, analysis, production, storage, sale, disposal or transportation of any hazardous materials,
including oil or petroleum products or their derivatives, solvents, PCB’s, explosive substances, asbestos,
radioactive materials or waste, and any other toxic, ignitable, reactive, corrosive, contaminating or pollution
materials ‘(“Hazardous Substances”) which are now or in the future subject to any governmental regulation.
Such compliance shall include any cleanup, removal, remedial action, testing or monitoring (including
medical monitoring) which may be required under Hazardous Substance Laws, court order or by any
governmental or regulatory agency.

§16.2 NOTICES TO LESSOR.

(a) Except with respect to any substance described in Section 16.2(c) below, Lessee shall give
written notice to Lessor within three (3) business days after the date on which Lessee
learns or first has reason to believe that:

(1) There has or will come to be located on or about the Premises any Hazardous
Substance, the production, transportation, storage, use or handling of which
requires a permit or license from any federal, state or local governmental agency.

Lease/Sublease
Exhibit G1 (03/2022)
BK #_____
25
 (2) Any release, discharge or emission of any Hazardous Substance has occurred on
or about the Premises, including the migration of any Hazardous Substance to or
from adjoining or nearby properties.

(3) Any (i) enforcement, cleanup, removal, remediation, testing, monitoring or other
governmental or regulatory action has been threatened or commenced against
Lessee with respect to the Premises pursuant to any Hazardous Substances Laws;
or (ii) any claim has been made or threatened by any person or entity against
Lessee or the Premises on account of any alleged loss or injury claimed to result
from the alleged presence or release on or from the Premises of any Hazardous
Substance; or (iii) any report, notice, or complaint has been made to or filed with
any governmental agency concerning the presence, migration, use or disposal of
any Hazardous Substances on or from the Premises. Any such notice shall be
accompanied by copies of any such claim, report, complaint, notice, warning or
other communication that is in the possession of or is reasonably available to the
Lessee.

(b) Any notice required under this Section 16.2 shall be accompanied by (i) a copy of all
permits, licenses, proofs of disclosure to governmental agencies. pertaining to Hazardous
Substances that have not previously been furnished to Lessor and; (ii) copies of any
Material Safety Data Sheets pertaining to such substances that are required by applicable
law to be kept at the Premises.

(c) The notice provisions of this Article XVI shall not apply to materials that are lawfully
discharged from the Premises or lawfully used on the Premises in the ordinary course of
Lessee’s business.

§16.3 REMOVAL AND DISPOSAL. Except for materials that are lawfully discharged from the Premises
or lawfully used on the Premises in the ordinary course of Lessee’s business, Lessee shall cause any
Hazardous Substances to be removed from the Premises solely by duly licensed Hazardous Substances
transporters to duly licensed facilities for final disposal to the extent required by and in accordance with
applicable Hazardous Substances Laws, and shall deliver to Lessor copies of any hazardous waste
manifest reflecting the lawful transport and disposal of such substances.

§16.4 ENVIRONMENTAL AUDITS BY LESSOR.

(a) Rights of Lessor. Lessor may, but shall not be required to, engage such independent
contractors as Lessor determines to be appropriate to perform from time to time any audit,
including environmental sampling and testing, of (i) the Premises, the surrounding soil and
any adjacent areas, and any groundwater located under or adjacent to the Premises and/or
any adjoining property, (ii) Lessee’s compliance with all Hazardous Substances Laws and
the provisions of this Lease, and (iii) the provisions made by Lessee for carrying out any
remedial action that may be required by this Lease (collectively an “Environmental Audit”).
All costs and expenses incurred by Lessor in connection with any such Environmental Audit
shall be paid by Lessor, except that if any such Environmental Audit shows that Lessee
has failed to comply with the provisions of this Article XVI, then such costs and expenses
shall be paid by Lessee to Lessor as Additional Charges pursuant to Section 3.4 of this
Lease.

(b) Conduct of Audit. Each Environmental Audit shall be conducted (i) only after advance
notice thereof has been provided to Lessee at least twenty-four (24) hours prior to the date
of such audit, and (ii) in a manner reasonably designed to minimize any interference with
the conduct of Lessee’s business on the Premises. Lessor shall repair any damages to the

Lease/Sublease
Exhibit G1 (03/2022)
BK #_____
26
 Premises or to Lessee’s personal property caused by any Environmental Audit conducted
by or on behalf of Lessor.

(c) Submission to Governmental Agency. Notwithstanding any other provision of this Lease
to the contrary, to the extent required by law, Lessor shall be entitled to submit the results
of any Environmental Audit to any federal, state or local governmental agency having
jurisdiction over (a) the Premises or (b) Hazardous Substances with respect to the
Premises.

§16.5 REMEDIATION.

(a) By Lessee. If any Environmental Audit of the Premises (whether conducted by Lessor,
Lessee or any third party) shall recommend the cleanup, abatement, removal, disposal,
monitoring or further testing, including medical monitoring or testing (collectively
“Remediation”) of or for any Hazardous Substances found on or about the Premises, then
Lessor shall provide Lessee with a copy of such Environmental Audit and Lessee shall
promptly commence such Remediation.

(b) By Lessor.

If, within thirty (30) days after receiving a copy of such Environmental Audit and such written
statement, Lessee fails either (i) to complete such Remediation, or (ii) with respect to any
Remediation which cannot be completed within such thirty-day period, fails to proceed with
reasonable diligence to complete such Remediation as promptly as. practicable, then the
Lessor shall be entitled to provide a copy of the Environmental Audit to any federal, state;
or local governmental agency having jurisdiction over the Premises or Hazardous
Substances.

Notwithstanding any other provision of the Lease to the contrary, if any Environmental Audit
reveals a situation which, in Lessor’s sole opinion, constitutes an emergency, then Lessor
shall have the right, but not the obligation, to carry out any Remediation recommended by
such audit or if required by any federal, state or local governmental agency having
jurisdiction over the Premises. If Lessee is responsible for conducting such remediation,
Lessor shall have the right to recover all of the costs and expenses thereof from Lessee
as Additional Charges pursuant to Section 3.4 of this Lease.

(c) Actions and Proceedings. Except in emergencies or as otherwise required by law, Lessee
shall not perform any Remediation in response to the presence or release of any
Hazardous Substances on or about the Premises without first giving written notice to
Lessor. Lessee shall not enter into any settlement agreement, consent decree or other
compromise with respect to any claims relating to any Hazardous Substances in any way
connected with the Premises without first notifying Lessor of Lessee’s intention to do so
and affording Lessor the opportunity to participate in any such proceedings.

§16.6 REMEDIATION BY THIRD PARTIES.

(a) If Lessee receives a request from a third party to enter the Premises for the purposes of
Remediation of Hazardous Substances, then Lessee shall so notify Lessor in accordance
with the provisions of Section 16.2 above.

(b) Lessor, in its sole discretion, shall determine if the request should be honored and, if so,
under what conditions.

Lease/Sublease
Exhibit G1 (03/2022)
BK #_____
27
 (c) If Lessor determines that the request should be honored, then Lessee shall cooperate with
such Remediation so long as the third party agrees to comply with the provisions of Section
16.4(b) above and with any other reasonable conditions requested by Lessee.

(d) Lessee agrees to sign any documentation reasonably required by Lessor and/or any such
third party in order to effectuate the provisions of this Section 16.6.

§16.7 LEASE EXPIRATION. Upon the expiration or earlier termination of the Term of this Lease, Lessee
shall (i) cause all Hazardous Substances previously owned, stored or used by Lessee to be removed from
the Premises and disposed of in accordance with applicable Hazardous Substances Laws; (ii) remove any
aboveground or underground storage tanks or other containers installed or used by Lessee to store any
Hazardous Substances on the Premises, and repair any damage to the Premises caused by such removal;
(iii) cause any soil or other portion of the Premises which has become contaminated by any Hazardous
Substances stored or used by Lessee on the Premises to be decontaminated, detoxified or otherwise
remediated in accordance with the requirements of any governmental authorities having jurisdiction over
the Premises; and (iv) surrender possession of the Premises to Lessor free of contamination attributable to
Hazardous Substances generated or used by Lessee in or on the Premises during the Term of this Lease.

§16.8 INDEMNIFICATION BY LESSEE. Lessee shall indemnify, defend with counsel reasonably
acceptable to Lessor, and hold Lessor free and harmless from any and all liabilities, damages, claims,
penalties, fines, settlements, causes of action, costs or expense, including reasonable attorneys’ fees,
environmental consultant and laboratory fees and the costs and expense of investigating and defending
any claims or proceedings, resulting from or attributable to (i) the presence, disposal, migration, release or
threatened release of any Hazardous Substance that is on, from or affecting the Premises including the
soil, water, vegetation, buildings, personal property persons, or otherwise; (ii) any bodily injury (including
wrongful death) or property damage (real or personal) arising out of or relating to such Hazardous
Substance(s); (iii) any lawsuits or administrative order relating to such Hazardous Substance(s); or any
violation of any laws applicable to any Hazardous Substance for which Lessee is responsible under this
Lease. Lessee’s indemnification obligations under this Section shall survive the expiration or earlier
termination of this Lease. Notwithstanding anything to the contrary contained herein, Lessee shall have no
liability or responsibility to Lessor for liabilities, damages, claims, penalties, fines, settlements, causes of
action, cost or expense arising out of any Hazardous Substances that Lessee can demonstrate were
situated on or under the Premises prior to the Lease Date, provided Lessee did not cause or exacerbate
the release of any such Hazardous Substance through its negligence or willful misconduct.

XVII.
MISCELLANEOUS

§17.1 ARBITRATION. In the event of arbitration under Section 11.3 of this Lease, the arbitration shall be
held in the Miami Dade County, Florida, in accordance with the rules of the American Arbitration Association
requiring the appointment of three (3) arbitrators.

§17.2 NOTICES. Every notice, approval, consent or other communication authorized or required by this
Lease shall be effective if given in writing and if hand delivered or sent by United States Registered or
Certified Mail, Return Receipt Requested, with postage prepaid, and addressed directly to Lessor at its
offices at the address set forth on the Key Contract Data Page, and to Lessee at the address set forth on
the Key Contract Data Page, or at such other address as either party shall from time to time designate in
writing. Every notice shall be deemed to be effective upon delivery, if delivered, or on the second business
day after mailing, if mailed.

§17.3 ADDRESS FOR PAYMENTS. Payments are to be made via BK® ePay, ACH or Wire Transfer
unless otherwise notified in writing by Lessor. If BK® ePay, ACH or Wire Transfer are unavailable at any
time a payment is due, then such payment shall be sent by Regular or Overnight Mail: Global Business
Services – Accounts Receivable, 5707 Blue Lagoon Drive, 3rd Floor, Miami, FL 33126.

Lease/Sublease
Exhibit G1 (03/2022)
BK #_____
28
§17.4 CONSTRUCTION. In the event that any of the provisions of this Lease shall by court order be held
invalid or in contravention of any of the laws of the United States or of any state having jurisdiction over the
subject matter or of any dispute arising under it, such invalidation shall not serve to affect the remaining
portion of this Lease. To the extent permitted by the laws of the state where the Premises are located, this
Lease shall be governed by and construed in accordance with the laws of the State of Florida.

§17.5 SUCCESSORS. This Lease shall bind Lessor and Lessee and their successors, heirs, assigns,
administrators, and legal representatives, as the case may be.

§17.6 RECORDING. Lessee shall upon request of Lessor execute a short form of this Lease on a written
document witnessed and acknowledged in a form capable of being recorded in the public records of the
county where the Premises are located. Lessee shall not record this Lease without prior written consent of
Lessor.

§17.7 COUNTERPARTS. This Lease is being executed simultaneously in counterparts, any one of which
shall be deemed an original.

§17.8 NO AGENCY. The parties hereto agree that the business relationship created by this Lease is solely
that of Lessor and Lessee. Nothing contained in this Lease shall make Lessee an agent, legal
representative, partner, subsidiary, joint venturer or employee of Lessor. Lessee shall have no right or
power to, and shall not bind or obligate Lessor in any way, manner or thing whatsoever, nor represent that
it has any right to do so.

§17.9 TIME OF THE ESSENCE. Time shall be of the essence in every part of this Lease.

§17.10 BINDING EFFECT. This Lease shall become immediately binding on the parties to this Lease on
the date the last party signs it, notwithstanding that the Term of this Lease shall commence upon a future
date.

§17.11 HEADINGS. The table of contents preceding this Lease and the headings of the paragraphs and
subparagraphs are inserted solely for the convenience of reference and shall not constitute a part of this
Lease, nor limit, define or describe the scope or intent of this Lease.

§17.12 JOINT AND SEVERAL LIABILITY. If Lessee consists of more than one person, each individual’s
liability under this Lease shall be joint and several.

§17.13 ENTIRE AGREEMENT. This Lease constitutes the entire agreement between the parties hereto
with respect to the subject matter of this Lease, and this Lease shall not be modified, amended, altered or
changed except by prior written agreement signed by both parties. If any provision herein is invalid, it shall
be considered deleted from this Lease and shall not invalidate the remaining provisions. Nothing in this
Section, however, is intended to disclaim any representations Lessor made in the franchise disclosure
document that it furnished to Lessee.

§17.14 TERMINATION OR EXPIRATION OF THE FRANCHISE AGREEMENT. In the event that Lessee’s
Franchise Agreement expires or is terminated for any reason whatsoever, this Lease shall be terminated
forthwith and upon such termination, Lessor shall have the right to re-enter and take immediate possession
of the Premises.

§17.15 LEASE CONTINGENT ON FRANCHISE AGREEMENT. Lessee acknowledges and agrees that
the execution of the Franchise Agreement by both Lessor and Lessee shall constitute a condition precedent
to the effectiveness and validity of this Lease.

Lease/Sublease
Exhibit G1 (03/2022)
BK #_____
29
§17.14 DEFINITIONS.

(a) The term “Lessor” as used in this Lease shall mean the owner in fee of the Premises for
the time being, or the owner of the leasehold estate created by an underlying lease, or the
mortgagee of the fee or of such underlying lease in possession for the time being, so that
in the event of any sale or sales of the Premises, or of the making of any such underlying
lease, or of any transfer or assignment or other conveyance of such underlying lease and
the leasehold estate created by it, the seller, lessor, transferor or assignor shall be and is
hereby entirely freed and relieved of all agreements, covenants and obligations of Lessor
herein and it shall be deemed and construed without further agreement between the parties
or their successors in interest or between the parties and the purchaser, lessee, transferee
or assignee on any such sale, leasing, transfer or assignment that such purchaser, lessee,
transferee or assignee has assumed and agreed to carry out any and all agreements,
covenants and obligations of Lessor under this Lease.

(b) The term “Lessee” shall mean the lessee named in this Lease, and from and after any valid
assignment or sublease of Lessee’s interest in this Lease pursuant to its provisions, the
assignee or sublessee of this Lease.

(c) The term “mortgage” shall mean any mortgage, security interest, charge, deed of trust, or
other similar encumbrance resulting from the financing or refinancing of the Premises.

(d) The term “mortgagee” shall include any individual, firm, partnership, corporation, joint
venture, investment trust bank or institution, or other business group or association lending
funds to Lessor upon the security of the Premises demised by this Lease whether or not
such mortgage is recorded, or upon Lessor’s independent covenant not to otherwise
encumber this Lease or the Premises.

(e) The term “fixture(s)” as used in this Lease means such items of personalty which have
been (i) installed by Lessor and/or (ii) so affixed to the Premises that removal would cause,
in Lessor’s sole opinion, material damage to the Premises. By way of example, and not
limitation, fixtures include the following: heating, ventilating and air conditioning systems,
water heaters or softeners, core-drilled tables and seating, walk-in boxes, walk-in freezers,
and toilet fixtures consisting of the lavatories and water closets.

[THIS SPACE LEFT INTENTIONALLY BLANK]

Lease/Sublease
Exhibit G1 (03/2022)
BK #_____
30
 The Lessor and Lessee have respectively signed this Lease as of the date indicated on the first
page of this Lease.

WITNESS: LESSOR

BURGER KING CORPORATION

By:
Print Name: Print Name:
Its:

Print Name:

WITNESS: LESSEE

By:
Print Name: Print Name:
Its:

Print Name:

Lease/Sublease
Exhibit G1 (03/2022)
BK #_____
31
 EXHIBIT “A” BK#
LEGAL DESCRIPTION

Lease/Sublease
Exhibit G1 (03/2022)
BK #_____
32
 ADDENDUM TO THAT LEASE/SUBLEASE
DATED THE _____ DAY OF________________, _____,
BETWEEN BURGER KING CORPORATION, AS LESSOR AND
________________________________, AS LESSEE

In the event of any conflicts between the terms of the Lease/Sublease Agreement (the “Lease”)
and the terms of this Addendum, the terms of this Addendum shall control. Capitalized terms used in this
Addendum shall have the same definitions and meanings as those set forth in the Lease, unless herein
provided to the contrary, or unless the context otherwise requires.

[DELETE ITEMS #2, #3, #4, #5 AND #6 IF A FEE PROPERTY]

[DELETE ITEM #6 IF THERE IS NO RENT ESCALATION FORMULA]

1. This Lease/Sublease Agreement, dated the date indicated on the Key Contract Data Page
demising the Premises commonly known as BURGER KING® Restaurant ____ replaces and supersedes
all previous lease and/or sublease agreements entered into by Lessor and Lessee, and/or Lessor and
Lessee’s predecessor-in-interest, with respect to the Premises, if any.

2. The Lessee acknowledges that the Premises are subject to a certain ___________ Lease dated
___________, _____, as amended to date (the “Master Lease”) between _________________________,
as landlord, (“Master Landlord”) and Burger King Corporation, as tenant, a true and correct copy being
attached hereto as Schedule “A” to this Addendum.

3. The Lease is subject. and subordinate to the Master Lease. If the Master Lease is terminated for
any cause whatsoever (other than by reason of the willful default of Lessor with respect to Lessor’s
obligations as tenant under the Master Lease during the Term of the Lease), Lessee shall promptly vacate
and surrender the Premises to Lessor and this Lease shall terminate as of the date of termination of the
Master Lease and Lessor shall have no liability and/or obligation to Lessee for the termination of the Lease.

4. Except as otherwise provided below, all costs, common area maintenance fees, expenses,
charges, assessments, and rent escalations accruing under the Master Lease, any restrictions imposed
upon Lessor thereunder, together with all repairs, replacements, restorations, and any other obligations
required to be performed by Lessor, as tenant under the Master Lease, shall be binding upon Lessee
herein. In the event the obligations and restrictions imposed on Lessee under the Lease conflict with the
obligations and restrictions imposed upon Lessor, as tenant under the Master Lease, then the more
burdensome and restrictive of such obligations and restrictions shall prevail and be binding upon the Lessee
herein.

5. With respect to any consent or approval required to be obtained of Master Landlord under the
Master Lease (by way of illustration and without limitation, consent to alterations), Lessor’s sole obligation
with respect thereto, upon being requested in writing by Lessee, shall be to seek the approval or consent
of Master Landlord. Lessee acknowledges and agrees that Lessor shall not be liable to Lessee with respect
to any delay, default or failure of Master Landlord to grant such consent or approval or in the performance
by the Master Landlord of its obligations and covenants under the Master Lease unless such be due to acts
or misconduct of Lessor and neither shall the Rent, Additional Rent and other Additional Charges under the
Lease abate nor shall any of the obligations of Lessee under the Lease be affected by reason thereof.
Lessee further acknowledges and agrees that, with respect to any rights afforded Lessor under the Master
Lease, including, but not limited to, any options to extend the Term of the Master Lease, options to purchase
the Premises, rights of first refusal to purchase the Premises and restrictions against competition, such
rights are not passed on to or conferred upon Lessee under the Lease. Lessee acknowledges that only
Lessor has the benefit of and the right to exercise or enforce such rights and the failure of Lessor to exercise
or enforce such rights shall not be a default under the Lease nor entitle Lessee to make any claim against
Lessor. Provided that such is not prohibited under the terms of the Master Lease, Lessor in its sole and
absolute discretion, may assign to Lessee one or more of such rights on terms and conditions satisfactory
to Lessor.
Lease/Sublease
Exhibit G1 (03/2022)
BK #_____
33
 6. Lessee acknowledges and agrees that, commencing on ______________, _____, and continuing
annually thereafter until expiration of the Lease Term, the Guaranteed Minimum Annual Rental shall be
increased by an amount equal to 125.0% of the amount by which Lessor’s annual rent under the Master
Lease is increased pursuant to the escalation formula set forth in paragraph ____ of the Master Lease (the
“Escalation Formula”). By way of illustration, if the Guaranteed Minimum Annual Rental due under the
Lease prior to adjustment is $__________ and Lessor’s annual rental obligations under the Master Lease
is increased by $2,000.00 pursuant to the Escalation Formula, then the Guaranteed Minimum Annual
Rental due from Lessee to Lessor will increase from $___________ to $_________ ($_______ +
($2,000.00 x 1.25)).

7. Lessee acknowledges that it takes this Lease subject to any and all reservations, restrictions,
easements, rights of way, limitations and conditions now or hereinafter of record.

8. IF BKL EXECUTED PRIOR TO REMODEL / DEFERRED REMODEL Lessee acknowledges that

Lessee, as franchisee, has, contemporaneously with the execution of this Lease, executed that certain
Franchise Agreement with the Lessor, as franchisor, for the operation of the BURGER KING® restaurant
on the Premises (the “Franchise Agreement”), which requires the franchisee to complete certain
renovations, repairs, replacements, remodelings and/or rebuildings of the franchised restaurant that will
conform with the specification and standards set forth in the scope of work previously provided by Lessor,
as franchisor (hereinafter referred to herein as the "Remodel Work"), the completion of which was material
consideration for and inducement of the Lessor, as franchisor, to enter into the Franchise Agreement.
Lessee further acknowledges and agrees to the following: (i) to complete the Remodel Work in accordance
with the Franchise Agreement; and (ii) that all work associated with the Remodel Work, including, without
limitation, all demolition and/or construction work, shall be completed in compliance with all Regulations.
Without limiting the foregoing, Lessee agrees to provide the Lessor with the following:

a. at the time of submittal of the construction plans and specifications (the “Plans”) of the
Remodel Work to Lessor for approval, a certificate, on a form to be provided by Lessor, from an
architect, licensed in the State where the Premises are located (“Architect”), certifying that the Plans
comply with (i) the requirements of Title III of the Americans With Disabilities Act of 1990 (“ADA”)
(ii) the Americans With Disabilities Act Accessibility Guidelines 1991 (“ADAAG”) which is a part of
the ADA; (iii) the 2010 ADA Standards; and (iv) all state and local building codes including any
disabilities related statutes or codes (collectively, the “Codes”) in the applicable jurisdiction where
the Premises are located; and

b. upon completion of the construction of the remodeled restaurant contemplated by the

Remodel Work (the “Remodeled Restaurant”), the Architect shall inspect the Remodeled
Restaurant and complete the Burger King® 2004 ADAAG Checklist V1.2 (which is currently under
revision to reflect the 2010 ADA Standards), and complete a certificate of inspection, on a form to
be provided by Lessor, certifying that the Remodeled Restaurant is in compliance with Title III of
the ADA, the ADAAG, the 2010 ADA Standards and the Codes.

9. Except as modified or amended in this Addendum, all other terms and conditions contained in the
Lease remain in full force and effect.

10. The Lessor and Lessee have respectively signed this Addendum as of the date indicated on the
first page of the foregoing attached Lease.

Lease/Sublease
Exhibit G1 (03/2022)
BK #_____
34
WITNESS: LESSOR

BURGER KING CORPORATION

By:
Print Name: Print Name:
Its:

Print Name:

WITNESS: LESSEE

By:
Print Name: Print Name:
Its:

Print Name:

Lease/Sublease
Exhibit G1 (03/2022)
BK #_____
35
 SCHEDULE “A”

MASTER LEASE

4858-0022-2980, v. 2

Lease/Sublease
Exhibit G1 (03/2022)
BK #_____
36
EXHIBIT G2
 BKG ADDENDUM TO BKL LEASE/SUBLEASE

THIS ADDENDUM to Lease/Sublease Agreement (this “BKG Addendum”), is made as of the _____
day of ______________, _____, by and between BURGER KING CORPORATION, a Florida corporation
(the “Lessor”), and , (the "Lessee"). In the event there are any
inconsistencies between the provisions of the Lease and this BKG Addendum, the provisions of this BKG
Addendum shall control. Initial capitalized terms used herein and not otherwise defined shall have the
meaning given to such term in the Lease.

RECITALS

WHEREAS, Lessor and Lessee entered into that certain Lease/Sublease Agreement dated as of
(the “Lease”);

WHEREAS, Lessor and Lessee desire to amend the Lease as more particularly set forth below.

I.
PROPERTY LEASED

1.1 DEMISE. §1.1 of the Lease is hereby amended to delete all references to the restaurant building
and other improvements to be located at the Premises.

1.2 ERECTION OF BUILDING. §1.2 of the Lease is hereby deleted in its entirety and replaced with
the following:

Ҥ1.2 ERECTION OF BUILDING. Lessee agrees to construct, at its sole cost and expense, a
BURGER KING® restaurant and other improvements (collectively, the “Restaurant
Improvements”), in accordance with plans and specifications approved by Lessor, with materials
approved by Lessor, and in accordance with the terms of the Master Lease. Lessee agrees that
the construction of the Restaurant Improvements shall be completed in accordance with all
Regulations. Without limiting the foregoing, Lessee agrees to provide the Lessor with the following:

(a) at the time of submittal of the construction plans and specifications (the “Plans”) to
Lessor for approval, a certificate, on a form to be provided by Lessor, from an architect,
licensed in the State where the Premises are located (“Architect”), certifying that the Plans
comply with (i) the requirements of Title III of the Americans With Disabilities Act of 1990
(“ADA”) (ii) the Americans With Disabilities Act Accessibility Guidelines 1991 (“ADAAG”)
which is a part of the ADA; (iii) the 2010 ADA Standards; and (iv) all state and local building
codes including any disabilities related statutes or codes (collectively, the “Codes”) in the
applicable jurisdiction where the Premises are located; and

(b) upon completion of the construction of the Restaurant Improvements, the Architect
shall inspect the Restaurant Improvements and complete the Burger King® 2004 ADAAG
Checklist V1.2, and complete a certificate of inspection, on a form to be provided by Lessor,
certifying that the Restaurant Improvements are in compliance with Title III of the ADA, the
ADAAG, the 2010 ADA Standards and the Codes.”

II.
TERM

2.4 END OF TERM. The first sentence of §2.4(a) is hereby deleted and replaced with the following:
"At the expiration of this Lease, the Restaurant Improvements and the Leasehold Improvements located on

BKG Addendum to BKL Lease

Exhibit G2 (03/2022)
1
the Premises shall become the property of the Lessor." The remainder of this paragraph shall remain
unaltered.

IV.
INSURANCE

4.1 POLICIES. In addition to those parties named in §4.1 to be additional insureds under insurance
provided by Lessee, the Leasehold Mortgagee shall be included as an additional insured as its respective
interests may appear.

V.
THE PREMISES

5.1 USE AND SERVICES. The following shall be added to §5.1 of the Lease: "In the event that the
Leasehold Mortgagee legally comes into possession of the Premises, the Premises may be only used for
such purpose or purposes as may be consented to by the Lessor in writing, which consent shall not be
unreasonably withheld. In the event such Leasehold Mortgagee comes into possession of the Premises,
the Premises is not to be used in violation of zoning or any restrictive covenants affecting the property or
for any illegal or immoral purpose. It shall not be unreasonable for the Lessor to withhold its consent for
the use of the Premises for a BURGER KING® Restaurant or any fast-food restaurant operation. In the
event that the Leasehold Mortgagee comes into possession of the Premises as outlined above, all
references in this Lease to the Franchise Agreement will be automatically deleted from this Lease."

5.3 ALTERATIONS. In the event that the Leasehold Mortgagee comes into possession of the
Premises, the provision as outlined in the first sentence of §5.3 requiring alterations in order to reflect the
then current image of BURGER KING Restaurants will not be applicable. An additional line shall be added
to §5.3 to provide the following: "All Leasehold Improvements in or on the Premises which have been or
may be erected, affixed or installed in or on the Premises shall be and remain the property of the Lessee
during the term of this Lease, however, they shall become the property of the Lessor upon the expiration
or earlier termination of this Lease. All personalty installed by Lessee (except signs, trademarks, and other
insignia of Lessor) shall remain the property of the Lessee if it is removed from the Premises within 15 days
after expiration or earlier termination of this Lease, provided this Lease was not terminated by Lessor for
cause."

5.8 DAMAGE OR DESTRUCTION. In the event the Leasehold Mortgagee comes into possession of
the Premises as provided for herein, then all of the provisions of §5.8, Damage or Destruction, shall be
applicable with the exception that the second sentence of §5.8 calling for the restoration to reflect the then
current image of BURGER KING Restaurants will not be applicable.

5.9 WARRANTIES: DISCLAIMER. §5.9 of the Lease is hereby deleted and replaced with the following:

"§5.9 WARRANTIES: DISCLAIMER. Lessee shall provide Lessor or any other party entitled to
enter into possession of the Premises as provided for in this Lease with the benefits of any
warranties provided by the building contractor or others providing work and/or services to the
Premises."

IX.
ENFORCEMENT

9.1 DEFAULT. In addition to the events of default enumerated in §9.1, an additional event of default
is hereby added as §9.1(h):
"If the Lessee fails to perform any of its obligations under any promissory note or Leasehold
Mortgage permitted herein, resulting in a default in the Leasehold Mortgage, and if said default is

BKG Addendum to BKL Lease

Exhibit G2 (03/2022)
2
 not cured by the Lessee within the time period provided in the Leasehold Mortgage for the Lessee
to cure such default."

XI.
CONDEMNATION

11.5 LESSEE'S INDEPENDENT AWARD. §11.5 of the Lease is hereby deleted in its entirety and
replaced with the following:

"§11.5 LESSEE’S INDEPENDENT AWARD. Nothing in this article shall preclude Lessee from
pursuing any independent action permitted by law or from participating in the condemnation
proceedings, but only for the purpose of securing an independent award for its ownership of its
Leasehold Improvements, loss of business or damage to personalty."

XIII.
ASSIGNMENT

13.2 ASSIGNMENT BY LESSEE. The following shall be added at the end of §13.2:

"Notwithstanding the foregoing, the Lessee herein shall be entitled to provide a collateral
assignment of this Lease Agreement for financing purposes if required by its Leasehold Mortgagee
subject to all of the terms expressed in this Lease and Addendum. In the event a Leasehold
Mortgagee shall come into possession of the Premises as provided for herein, such Leasehold
Mortgagee may assign or sublet this Lease only with the prior written consent of Lessor which
consent shall not be unreasonably withheld. It shall not be unreasonable for Lessor to withhold its
consent to such assignment or subletting for any use or uses not consistent with the provisions of
§5.1 as outlined in this Lease and Addendum."

XVII.
MISCELLANEOUS

17.14 DEFINITIONS. Section 17.14 of the Lease is hereby amended to add the following definitions:

“(f) Leasehold Mortgagee. As used in this Addendum the term Leasehold Mortgagee shall mean
the holder of any mortgage, deed of trust or other security interest in the building and other
improvements located on the Premises together with the fixtures located therein, as more
specifically defined in §17.14 (e) of the attached Lease (hereinafter the "Leasehold Improvements")
for indebtedness of the Lessee and any assignee or transferee of such holder.

(g) Leasehold Mortgage. As used in this Addendum the term Leasehold Mortgage shall mean any
mortgage, deed of trust or other security interest encumbering or attaching to the Leasehold
Improvements.

(h) Mortgage. The definitions expressed in §17.14 (c) and §17.14 (d) referring to "mortgage" and
"mortgagee" respectively shall refer to mortgages or mortgagees of the fee property and shall be
distinguished from Leasehold Mortgage or Leasehold Mortgagee.”

XVIII.
LEASEHOLD MORTGAGE

18.1 LEASEHOLD MORTGAGE. An additional §18 entitled "Leasehold Mortgage" shall be added to
the Lease as follows:

BKG Addendum to BKL Lease

Exhibit G2 (03/2022)
3
 Ҥ18.1 LEASEHOLD MORTGAGE - GENERALLY. Lessee shall have the right to execute and
deliver to a Leasehold Mortgagee a Leasehold Mortgage in the Leasehold Improvements provided
that the following conditions are satisfied:

(a) The proceeds of the promissory note secured by the Leasehold Mortgage are used
exclusively for the construction of the BURGER KING Restaurant and other leasehold
improvements located on the Premises;

(b) Lessor shall have the right, but not the obligation, to elect to cure any default by Lessee
under the Leasehold Mortgage.

(c) Lessor shall not in any way act as guarantor of payment or performance of the
Leasehold Mortgage or any promissory note executed in connection therewith.

(d) Lessor's fee or leasehold title to the Premises, as the case may be, shall not be
subordinated to any Leasehold Mortgage.

(e) The Leasehold Mortgage shall be for a term of years which is no longer than one (1)
year less than the term of the Lease and it shall not contain any future advance clauses.

(f) All terms and conditions of the Leasehold Mortgage and all related documentation are
to be approved by Lessor in advance of the execution of those instruments.

(g) Any Leasehold Mortgage obtained by Lessee and approved by Lessor shall include
the provisions of Section §18.2 and §18.3 below.

(h) At no time shall the principal plus accrued interest and other charges due under the
Leasehold Mortgage and related documents exceed the actual cost of constructing the leasehold
improvements.

(i) Any and all restaurant equipment or other personalty of Lessee located in the building
on the Premises shall not be included as collateral under the Leasehold Mortgage.

§18.2 NOTICES - LEASEHOLD MORTGAGEE. Lessee shall require its Leasehold Mortgagee
to notify Lessor of the execution of any permitted Leasehold Mortgage. The written notice shall
include the name and place for service of notices upon such Leasehold Mortgagee. Additionally,
Lessee shall require its Leasehold Mortgagee to acknowledge that it will give to Lessor,
simultaneously with service on Lessee, a duplicate of any and all notices or demands given by
Leasehold Mortgagee to Lessee of any failure of Lessee to perform any of its obligations under its
Leasehold Mortgage where such failure is considered an event of Default under the Leasehold
Mortgage. Conversely, Lessor agrees to give the Leasehold Mortgagee, simultaneously with
service on Lessee, a duplicate of any and all notices or demands given by Lessor to Lessee of any
matter listed as an event of Default in the Lease.

§18.3 LEASEHOLD MORTGAGE - DEFAULT. The following provisions shall be incorporated

into the appropriate Leasehold Mortgage documentation:

(a) In the event of any default under the Lease by Lessee, the Leasehold Mortgagee shall
have the privilege, but not the obligation, of curing such default by Lessee pursuant to the terms
and conditions of this Lease.

(b) In the event of any default by Lessee under the terms of its Leasehold Mortgage,
Lessor shall have the privilege, but not the obligation, of performing any of the Lessee's covenants

BKG Addendum to BKL Lease

Exhibit G2 (03/2022)
4
 under the Leasehold Mortgage, or of curing any default by Lessee thereunder, and/or assuming
the Lessee's rights and obligations under the Leasehold Mortgage. Notwithstanding anything in the
Lessee's Leasehold Mortgage, promissory note and related documents, Lessor shall have the right,
but not the obligation, to prepay, in whole or in part, the principal balance due under the Leasehold
Mortgage and related promissory note without penalty. The Leasehold Mortgagee shall not
exercise its remedies for Lessee's default under the Leasehold Mortgage until expiration of the time
period permitted in §18.3 (e) herein for Lessor to take or to decline to take the actions described
therein.

(c) Lessor shall not terminate this Lease for any default of Lessee if such default is timely
cured or caused to be cured by such Leasehold Mortgagee, as provided in this §18.3 (a) above.

(d) In addition to the respective periods provided Lessee in the Lease to cure its defaults
thereunder, Lessor shall provide an additional period of time to the Leasehold Mortgagee, not to
exceed thirty (30) days following notice to Lessee and the Leasehold Mortgagee of such an event
of default thereunder, within which the Leasehold Mortgagee may cure the Lessee's default.

(e) The Leasehold Mortgagee shall provide Lessor an additional period of thirty (30) days
after the expiration of the period of time within which Lessee might cure a default under the
Leasehold Mortgage and related promissory note for Lessor to cure such default, or to commence
to eliminate the cause of such default and to proceed therewith with reasonable dispatch to do so,
before the Leasehold Mortgagee shall be entitled to exercise its remedies for Lessee's default
under the Leasehold Mortgage.

(f) No liability for the payment of any sums due under the Leasehold Mortgage or the
performance of any other of Lessee's covenants as provided for in the Leasehold Mortgage shall
be imposed upon Lessor unless and until Lessor elects, in its sole discretion and subject to the
terms hereof, to assume Lessee's rights and obligations under the Leasehold Mortgage, including
the privilege in such event to prepay, in whole or in part, without penalty, the principal balance due
under the Leasehold Mortgage and related promissory note as provided in §18.3 (b) herein.
Further, at no time shall Lessor be bound to or restricted by any provision in the Leasehold
Mortgage or related promissory note or other agreements which restricts future or existing
borrowing or financing arrangements by Lessor, its parent, or its subsidiaries and affiliated
companies nor shall Lessor be required to make any financial disclosures at any time to Leasehold
Mortgagee.

(g) Notwithstanding the provision of paragraph (f) of this §18.3, if Lessor elects to assume
Lessee's rights and obligations under the Leasehold Mortgage, Lessor's liability under the
Leasehold Mortgage shall cease while not in possession of the Premises.

(h) Lessor or Lessee and any Leasehold Mortgagee shall not be considered joint venturers
nor partners in respect to this Agreement, the Lease or to any Leasehold Mortgage and none of
them shall have the power to bind or obligate either of the other parties, except as set forth herein.”

XIX.
OTHER PROVISIONS

Except as otherwise provided herein, all other provisions of the Lease shall remain in full force and effect.

IN WITNESS WHEREOF, Lessor and Lessee have caused this Addendum to Lease or Sublease
to be executed as of the day and year first above written.

BKG Addendum to BKL Lease

Exhibit G2 (03/2022)
5
WITNESS: LESSOR
BURGER KING CORPORATION

By:
Print Name: Print Name:
Its:

Print Name:

WITNESS: LESSEE

By:
Print Name: Print Name:
Its:

Print Name:

4866-0513-6132, v. 2

BKG Addendum to BKL Lease

Exhibit G2 (03/2022)
6
EXHIBIT H1
 SUCCESSOR ADDENDUM
TO
BURGER KING® RESTAURANT FRANCHISE AGREEMENT

BURGER KING® RESTAURANT #

This SUCCESSOR ADDENDUM TO BURGER KING® RESTAURANT FRANCHISE

AGREEMENT (“Addendum”) is made as of the _____ day of _____________________, 20___, by and
between the undersigned parties.

This Addendum is part of the franchise agreement entered into by the parties on the same date
herewith (the “Franchise Agreement”) under which Franchisee is licensed to own and operate the BURGER
KING® Restaurant to be located at the Location of Franchised Restaurant on the Key Contract Data page
of the Franchise Agreement, and commonly referred to as BK# ______ (the “Franchised Restaurant”). In
the event of any conflicts between the Franchise Agreement and the terms of this Addendum, the terms of
this Addendum shall control. This Addendum amends and supplements the Franchise Agreement, and all
terms and conditions contained therein remain in full force and effect, except as amended hereby:

1. DEFINITIONS. Any capitalized terms used but not defined herein have the meanings given in the
Franchise Agreement.

2. SERVICES AVAILABLE TO FRANCHISEE. Section 6 of the Franchise Agreement is hereby

amended by

(a) deleting in their entirety the existing Sections 6.B., 6.C, and 6.D of the Franchise
Agreement, and

(b) redesignating the existing Sections 6.E, 6.F, 6.G, and 6.H to Sections 6.B., 6.C, 6.D, and
6.E, respectively.

3. ENTIRE AGREEMENT. Section 21.K of the Franchise Agreement is hereby deleted in its entirety
and replaced by the following:

K. Entire Agreement

This Agreement, including the Key Contract Data page to this Agreement, together
with this Addendum, and, if applicable, the Target Reservation Agreement, Franchise Application,
Capitalization Plan and Contribution Agreement, submitted by Franchisee to BKC upon which BKC
is relying in granting this franchise, constitute the entire agreement of the parties and supersedes
all prior negotiations, commitments, representations and undertakings of the parties with respect
to the subject matter of this Agreement.

4. ADDITIONAL ACKNOWLEDGEMENTS BY FRANCHISEE. Franchisee represents, warrants,

and covenants to BKC as follows:

(i) Except as previously approved by BKC in writing, neither Franchisee’s interest in the
Franchise Agreement or the Franchised Restaurant, in either case, is subject to any lien,
pledge, or other encumbrance;

(ii) Franchisee is not in default under the Franchise Agreement for the Franchised Restaurant
or any other agreement with BKC to which Franchisee is a party, either directly or by
assignment;

Successor Addendum (Individual/Owner-Operator)

Exhibit H1 (03/2022)
BK#_________

1
 (iii) The individuals who are signatories to the Franchise Agreement and this Addendum are
the only persons who will have any ownership interest in any successor franchise granted
with respect to the Franchise Agreement or the Franchised Restaurant;

(iv) No person or entity other than Franchisee will have a right to receive any profits from the
operation of the Franchised Restaurant;

(v) Franchisee has not entered and will not enter into any management agreement, consulting
agreement or other device or arrangement for the operation of the Franchised Restaurant;

(vi) Franchisee has the following interests (other than stock ownership of less than 5% in
publicly traded corporations) in other restaurant businesses:

_____ None

_____ As follows: (List below or, if more space is needed, attach

additional pages to this Addendum)

(vii) Franchisee will be receiving income from the following sources other than BURGER
KING® Restaurants:

______ None

______ As follows: (List below or, if more space is needed, attach

additional pages to this Addendum)

(viii) Franchisee hereby represents to BKC that except as set forth below, it is not aware of any
basis for complaint which it has or may have which could give rise to any legal claim or
action against BKC. EXCEPT FOR THOSE CLAIMS RESERVED BELOW, the
undersigned, for themselves and their successors, assigns, executors, administrators, and
heirs (the "Releasing Parties"), each hereby UNCONDITIONALLY RELEASE, REMISE,
AND FOREVER DISCHARGE, BKC and its parent, affiliates, subsidiaries, counsel,
insurers, successors, assigns, employees, officers, directors, and agents, past or present
(the "Released Parties") from and against any and all claims, actions, causes of action,
demands, damages, costs, suits, debts, covenants, controversies, attorney's fees, and any
other charges, whether known or unknown, liquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, or equitable, which the Releasing Parties may
have against the Released Parties due to any matter, cause, or circumstance whatsoever
from the beginning of the world through the date of the "Effective Date" set forth below.
Notwithstanding the foregoing, Franchisee reserves the claims listed below (if additional
space is needed, note below and attach additional pages to this Addendum as needed. If
no claims are listed, then no claims are reserved.)

Successor Addendum (Individual/Owner-Operator)

Exhibit H1 (03/2022)
BK#_________

2
 (ix) Franchisee acknowledges that (A) the Procedures do not apply to the right of either the
Army and Air Force Exchange Service (“AAFES”) or the Navy Exchange Command
(“NEXCOM”), pursuant to an agreement with BKC, to develop BURGER KING®
Restaurants on military bases throughout the United States and overseas, and (B)
Franchisee shall not bring a claim or action against BKC (whether pursuant to the
Procedures or otherwise) in connection with the development of a BURGER KING®
Restaurant by either AAFES or NEXCOM;

(x) Franchisee represents and warrants that Franchisee will satisfy BKC's "Current Image"
requirements for new or remodeled BURGER KING® Restaurants (as may hereafter be
reasonably changed and defined from time to time by BKC) prior to the issuance of any
successor franchise for this Restaurant and it is anticipated that the following action will be
necessary (choose one):

_____ Remodel Existing Facility

_____ Rebuild on Site

Franchisee acknowledges and agrees that no work will be started until approval and
authorization have been granted by BKC, in its sole discretion. Franchisee
acknowledges that such approval will not normally occur until after the walk-thru of
the Restaurant by the authorized BKC employee and a punchlist of items to be
repaired, replaced, remodeled, rebuilt or otherwise changed is mutually agreed upon
by Franchisee and BKC. Such punchlist will be in the form of a "Facility Inspection
Report", or such other similar document, which will be signed by Franchisee; and

(xi) Franchisee hereby authorizes BKC to release upon request financial information relating
to Franchisee to the financing sources of BKC or Franchisee.

[Remainder of page intentionally left blank.]

Successor Addendum (Individual/Owner-Operator)

Exhibit H1 (03/2022)
BK#_________

3
 By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

4894-4251-7764, v. 2

Successor Addendum (Individual/Owner-Operator)

Exhibit H1 (03/2022)
BK#_________

4
EXHIBIT H2
 SUCCESSOR ADDENDUM
TO
BURGER KING® RESTAURANT FRANCHISE AGREEMENT

BURGER KING® RESTAURANT #

This SUCCESSOR ADDENDUM TO BURGER KING® RESTAURANT FRANCHISE

AGREEMENT (“Addendum”) is made as of the _____ day of _____________________, 20___, by and
between the undersigned parties.

This Addendum is part of the franchise agreement entered into by the parties on the same date
herewith (the “Franchise Agreement”) under which Franchisee is licensed to own and operate the BURGER
KING® Restaurant to be located at the Location of Franchised Restaurant on the Key Contract Data page
of the Franchise Agreement, and commonly referred to as BK# ______ (the “Franchised Restaurant”). In
the event of any conflicts between the Franchise Agreement and the terms of this Addendum, the terms of
this Addendum shall control. This Addendum amends and supplements the Franchise Agreement, and all
terms and conditions contained therein remain in full force and effect, except as amended hereby:

1. DEFINITIONS. Any capitalized terms used but not defined herein have the meanings given in the
Franchise Agreement.

2. SERVICES AVAILABLE TO FRANCHISEE. Section 6 of the Franchise Agreement is hereby

amended by

(a) deleting in their entirety the existing Sections 6.B., 6.C, and 6.D of the Franchise
Agreement, and

(b) redesignating the existing Sections 6.E, 6.F, 6.G, and 6.H to Sections 6.B., 6.C, 6.D, and
6.E, respectively.

3. ENTIRE AGREEMENT. Section 21.J of the Franchise Agreement is hereby deleted in its entirety
and replaced by the following:

J. Entire Agreement

This Agreement, including the Key Contract Data page to this Agreement, together
with this Addendum, and, if applicable, the Target Reservation Agreement, Franchise Application,
Capitalization Plan, the Franchise Entity Application, the Owner’s Guaranty, and Contribution
Agreement, submitted by Franchisee to BKC upon which BKC is relying in granting this franchise,
constitute the entire agreement of the parties and supersedes all prior agreements, negotiations,
commitments, representations and undertakings of the parties with respect to the subject matter of
this Agreement.

4. ADDITIONAL ACKNOWLEDGEMENTS BY FRANCHISEE. Franchisee represents, warrants,

and covenants to BKC as follows:

(i) Except as previously approved by BKC in writing, neither Franchisee’s interest in the
Franchise Agreement or the Franchised Restaurant, nor any Owner’s direct or indirect
interest in Franchisee, in either case, is subject to any lien, pledge, or other encumbrance;

(ii) Only those individuals or entities set forth in item #2 on Exhibit B to the Franchise
Agreement have any direct or indirect ownership interest in Franchisee, the Franchise
Agreement, or the Franchised Restaurant;
Successor Addendum (Entity)
Exhibit H2 (03/2022)
BK#_________

1
 (iii) Franchisee has the following interests (other than stock ownership of less than 5% in
publicly traded corporations) in other restaurant businesses:

_____ None

_____ Yes, as follows: _____________________________________________

(iv) Neither Franchisee nor any Owner has entered into any management agreement,
consulting agreement or other device or arrangement for the operation of the Franchised
Restaurant;

(v) By signing below, Franchisee (including the Managing Owner) hereby represents to BKC
that, except as set forth below, it is not aware of any basis for complaint which it has or
may have which could give rise to any legal claim or action against BKC. EXCEPT FOR
THOSE CLAIMS RESERVED BELOW, Franchisee, for itself and its their successors,
assigns, executors, administrators, and heirs (the "Releasing Parties"), each hereby
UNCONDITIONALLY RELEASE, REMISE, AND FOREVER DISCHARGE, BKC and its
parent, affiliates, subsidiaries, counsel, insurers, successors, assigns, employees, officers,
directors, and agents, past or present (the "Released Parties") from and against any and
all claims, actions, causes of action, demands, damages, costs, suits, debts, covenants,
controversies, attorney's fees, and any other charges, whether known or unknown,
liquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, or equitable,
which the Releasing Parties may have against the Released Parties due to any matter,
cause, or circumstance whatsoever from the beginning of the world through the date of the
date set forth above. Notwithstanding the foregoing, Franchisee reserves the following
claims (if no claims are listed, then no claims are reserved):

(vi) Franchisee acknowledges that (A) the Procedures do not apply to the right of either the
Army and Air Force Exchange Service (“AAFES”) or the Navy Exchange Command
(“NEXCOM”), pursuant to an agreement with BKC, to develop BURGER KING®
Restaurants on military bases throughout the United States and overseas, and (B)
Franchisee shall not bring a claim or action against BKC (whether pursuant to the
Procedures or otherwise) in connection with the development of a BURGER KING®
Restaurant by either AAFES or NEXCOM;

(vii) Franchisee represents and warrants that Franchisee will satisfy BKC's "Current Image"
requirements for new or remodeled BURGER KING® Restaurants (as may hereafter be
reasonably changed and defined from time to time by BKC) prior to the issuance of any
successor franchise for the Franchised Restaurant and it is anticipated that the following
action will be necessary (choose one):

_____ Remodel Existing Facility

_____ Rebuild on Site

Franchisee acknowledges and agrees that no work will be started until approval and
authorization have been granted by BKC, in its sole discretion. Franchisee
acknowledges that such approval will not normally occur until after the walk-thru of
the Franchised Restaurant by the authorized BKC employee and a punchlist of items
to be repaired, replaced, remodeled, rebuilt or otherwise changed is mutually agreed
Successor Addendum (Entity)
Exhibit H2 (03/2022)
BK#_________

2
 upon by Franchisee and BKC. Such punchlist will be in the form of a "Facility
Inspection Report", or such other similar document, which will be signed by
Franchisee; and

(viii) Franchisee hereby authorizes BKC to release upon request financial information relating
to Franchisee to the financing sources of BKC or Franchisee.

By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*,
a*

By:
*, Managing Owner

4873-6260-1732, v. 2

Successor Addendum (Entity)

Exhibit H2 (03/2022)
BK#_________

3
EXHIBIT H3
 DEFERRED REMODEL ADDENDUM
BURGER KING® RESTAURANT FRANCHISE AGREEMENT

This Deferred Remodel Addendum ("Addendum") is made as of the ____ day of

_______________, 20___ by and between the undersigned parties.

This Addendum modifies and is a part of the franchise agreement entered into by the
parties on the same date herewith (the “Franchise Agreement”) under which Franchisee is
licensed to own and operate the BURGER KING® Restaurant to be located at the Location of
Franchised Restaurant on the Key Contract Data page of the Franchise Agreement, and
commonly referred to as BK# ______ (the “Franchised Restaurant”).

1. Background and Purpose. This Addendum is being executed in order to

modify certain provisions of the Franchise Agreement as necessary to reflect accurately the terms
on which a franchise is being granted to Franchisee. Franchisee acknowledges that, as of the
date of this Addendum, the Remodel (as defined below) of the Franchised Restaurant has not
been completed, and that this Addendum reflects material conditions to the grant of the franchise
to Franchisee.

2. Remodel Requirements. Franchisee acknowledges and agrees that

Franchisee is required to complete certain renovations, repairs, replacements, remodelings
and/or rebuildings of the Franchised Restaurant that will conform the Franchised Restaurant with
the standards as specified in the Scope of Work attached hereto as Exhibit “A” to this Addendum
(the "Remodel"). Franchisee acknowledges and agrees that completion of the Remodel in
accordance with the Scope of Work is a material consideration for and inducement to BKC to
enter into the Franchise Agreement and this Addendum. Franchisee agrees to complete the
Remodel in a professional, workmanlike manner in accordance with BKC and industry standards,
and to complete the Remodel in its entirety no later than __________________ (the "Remodel
Completion Date"). Franchisee further agrees that equitable relief requiring the performance of
Franchisee’s obligations under this Addendum would be appropriate in the event that Franchisee
fails to comply with its obligations herein, and that in the event of Franchisee’s noncompliance,
BKC shall be entitled to such relief without bond and to recover all costs of enforcement of
Franchisee’s obligations under this Addendum, including without limitation its attorneys’ fees and
costs. Equitable relief will be in addition to and will not preclude other remedies. Failure to
complete the Remodel in its entirety, as determined by BKC, by the Remodel Completion Date
shall be a material default under and cause for termination of the Franchise Agreement.

3. Royalty. The following paragraphs replace Section 9.A of the Agreement:

During the Term of this Agreement, Franchisee agrees to pay to BKC a royalty of
4.5% of Gross Sales ("Royalty") for the use of the BURGER KING System and the BURGER
KING Marks. Royalties shall be paid monthly by the tenth (10th) day of each month based upon
Gross Sales for the preceding month.

If BKC determines that Franchisee failed to complete the Remodel by the

Remodel Completion Date, Franchisee shall pay BKC a Royalty equal of 6.0% of Gross Sales
commencing on the Remodel Completion Date and ending on the date that BKC has confirmed,
in writing, that the Remodel has been completed. Thereafter, Franchisee shall pay BKC a Royalty
of 4.5% of Gross Sales for the remainder of the Term. For the avoidance of doubt, the increased
Royalty provided herein does not preclude BKC from exercising any rights and remedies for
Franchisee’s failure to timely complete the Remodel, including without limitation the right to
terminate the Franchise Agreement.

Deferred Remodel Addendum

Exhibit H3 (03/2022)
1
 4. Effect and Construction. The Franchise Agreement, as modified by this
Addendum, replaces and supersedes all previous licenses and franchise agreements entered into
by the parties or their predecessors in interest with respect to the Franchised Restaurant. Terms
used in this Addendum have the same meanings given to them in the Franchise Agreement
except as this Addendum may otherwise provide. Paragraph captions in this Addendum are for
convenience only and do not affect the construction of its provisions. In the event of any
inconsistency between the provisions of the Franchise Agreement and the provisions of this
Addendum, the provisions of this Addendum shall govern.

By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other
applicable state and federal laws, this Addendum may be executed by electronic signatures. The
parties to this Addendum agree that the parties' electronic signatures are intended to authenticate
this writing and to have the same force and effect as the use of manual signatures and an
electronically signed version of this Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*
By:
*, Managing Owner

OR

Owners

Deferred Remodel Addendum

Exhibit H3 (03/2022)
2
 Exhibit “A”
Scope of Work

See attached.

4870-7443-9428, v. 2

Deferred Remodel Addendum

Exhibit H3 (03/2022)
3
EXHIBIT I1
 BURGER KING CORPORATION
INVESTMENT SPENDING PROGRAM AGREEMENT

THIS INVESTMENT SPENDING PROGRAM agrees to pay an Additional Contribution to BKC [BKC to
AGREEMENT (“Agreement”) is by and between insert the applicable FRANCHISEE Additional
BURGER KING CORPORATION (“BKC”) and the Contribution description/formula. In no event will the
undersigned (“FRANCHISEE”), with respect to the description/formula exceed 2% of the monthly gross sales
execution of local marketing programs (as outlined more of each Participating Restaurant and each Un-Owned
fully below) to be conducted by BKC pursuant to the Restaurant]. The sum of this amount is FRANCHISEE’s
terms and conditions set forth below. BKC and Additional Contribution. The Additional Contribution
FRANCHISEE agree as follows: shall be calculated on a restaurant by restaurant basis, and
each Participating Restaurant (and Un-Owned Restaurant,
1. Investment Spending Programs. FRANCHISEE
if applicable) shall be listed in Appendix A.
recognizes that additional contributions (collectively
FRANCHISEE’s Additional Contribution is due and
“Additional Contributions”) from U.S. franchisees of
payable to BKC as set forth in Appendix A on the 10th
BURGER KING® restaurants (“Owners”) in the
day of each month during the Term. FRANCHISEE
Designated Market Area (“DMA”) set forth in “Appendix
covenants, contracts and agrees to pay FRANCHISEE’s
A” (attached hereto and incorporated herein by this
Additional Contribution to BKC as specified herein for
reference) over and above the monthly advertising
each of the Participating Restaurants (set forth in
contribution Owners are required to pay under their
Appendix A) and each of the Un-Owned Restaurants (as
franchise agreements (“Franchise Agreements”) with
defined in Paragraph 10 below and set forth in Appendix
BKC will be needed in order to pay for local marketing
A), which sum shall be in addition to the advertising
programs (collectively the “DMA Programs”) for the
contribution required to be paid by FRANCHISEE under
DMA during the Term (defined below) of this
its Franchise Agreement(s) for the Participating
Agreement. FRANCHISEE hereby commits to support
Restaurants and Un-Owned Restaurants.
the DMA Programs during the Term and to make
FRANCHISEE’s Additional Contribution (defined in 6. Bad Debt Expenses. Should FRANCHISEE fail for
Paragraph 5 below) to BKC pursuant to the terms and any reason to make FRANCHISEE’s Additional
conditions set forth herein. Accordingly, FRANCHISEE Contribution which FRANCHISEE has promised,
hereby requests that BKC take such actions and make contracted and agreed to pay herein, BKC, in its sole and
such commitments as BKC determines to be reasonably absolute discretion may reduce the funds in the account
necessary to implement the DMA Programs in the DMA established for the DMA in the like amount of
during the Term. BKC hereby agrees to take such action FRANCHISEE’s failure to fulfill its payment obligations
and/or make such commitments as BKC determines to be as set forth herein.
reasonably necessary to implement the DMA Programs in
7. Carry-Over Funds. Should there be any funds from
the DMA during the Term, subject to the terms and
the Additional Contributions, remaining at the end of the
conditions of this Agreement.
Investment Spending Program Term, such funds shall be
2. Effective Date. FRANCHISEE’s commitment to credited to the BKC account established for the DMA and
make FRANCHISEE’s Additional Contribution to BKC will carryover to other local marketing programs for the
shall become effective upon receipt by BKC of this DMA ("Carryover Funds"). Only those Owners and BKC
Agreement executed by or on behalf of FRANCHISEE. (in the case of Company Restaurants, if any) that
participate in the Investment Spending Program will be
3. Term. The Term of this Agreement shall be as set forth
eligible to participate in determining how Carryover
on “Appendix A”.
Funds are spent. Upon expiration or sooner termination
4. Termination by BKC. Notwithstanding anything of this Agreement, should the total expenses and costs of
herein to the contrary, BKC reserves the right to terminate this Investment Spending Program exceed the sum of all
this Agreement to the extent that BKC does not receive Additional Contributions paid by participating Owners
the Minimum Required Commitment. For purposes of and BKC (for Company Restaurants, if any) in the DMA,
this Agreement, the “Minimum Required Commitment” is FRANCHISEE will reimburse BKC for the amount of the
defined as at least 66.7% of the adjusted population base overspent DMA Program balance divided by the number
of BURGER KING® restaurants in the DMA, as of participating BURGER KING® restaurants in the
determined by BKC from time to time (the “DMA DMA (“FRANCHISEE’s Overspent Balance”). BKC
Restaurant Population Base”). will notify FRANCHISEE of the FRANCHISEE’s
Overspent Balance and payment by FRANCHISEE will
5. FRANCHISEE’s Additional Contribution. For each
be due to BKC no later than thirty (30) days from the
month during the Term, FRANCHISEE covenants and

IS Program Agreement FDD Template 1

Exhibit I1 (03/2022)
notification date. FRANCHISEE’s obligation to remit however, remain in full force and effect and shall be
payment to BKC for FRANCHISEE’s Overspent Balance unaffected thereby
shall survive the sooner termination or expiration of this
11. Representations, Warranties & Indemnities.
Agreement.
FRANCHISEE represents and warrants to BKC that (i) the
8. Collections Costs. Should FRANCHISEE fail to make person executing this Agreement on behalf of
FRANCHISEE’s Additional Contribution which FRANCHISEE is authorized to enter into and fully perform
FRANCHISEE has promised, contracted and agreed to this Agreement; and (ii) FRANCHISEE will fulfill
pay herein for any reason, including but not limited to the FRANCHISEE’s obligations hereunder in accordance with
closure of a restaurant for which an Additional all applicable federal, state or local laws or regulations.
Contribution is owed, FRANCHISEE shall, on demand FRANCHISEE agrees to at all times, defend, indemnify
by BKC, pay in addition to FRANCHISEE’s Additional and hold BKC, its parent corporation, affiliates,
Contribution, all costs and expenses, including interest subsidiaries and the officers, directors, agents and
and reasonable attorneys’ fees, paid or incurred by BKC employees of each, harmless from and against any and all
in enforcing this Agreement. FRANCHISEE agrees that claims, demands and causes of action, liability,
its/his/her payment history pursuant to this Contract may judgments, damages, costs and expenses (including
be released to other Owners in the DMA. reasonable attorneys’ fees) arising out of or based on any
failure by FRANCHISEE to perform any of the
9. Sale of Participating Restaurants. In the event
agreements, terms, covenants conditions, representations
FRANCHISEE transfers FRANCHISEE’s interest in any
or warranties of this Agreement to be performed by
of the Participating Restaurants (as set forth in Appendix
FRANCHISEE.
A) and Un-Owned Restaurants (as defined in Paragraph
10 below and set forth in Appendix A), FRANCHISEE 12. Entire Agreement. The provisions contained herein
shall remain personally liable for any FRANCHISEE’s constitute the entire Agreement between the parties hereto
Additional Contribution promised pursuant to this with respect to the subject matter hereof, and no statement
Agreement (in accordance with the Assignment and or inducement with respect to the subject matter hereof by
Transfer provisions of the relevant Franchise either party hereto or by any agent or representative of
Agreement(s)) and as a condition to any such transfer either party hereto which is not contained in this
shall require the purchaser(s) of any of the Participating Agreement shall be valid or binding between the parties
Restaurants and Un-Owned Restaurants be or become
13. Relationship of the Parties. The parties hereto are
jointly and severally obligated for FRANCHISEE’s
independent contractors, and nothing in this Agreement
Additional Contribution.
shall be deemed or construed to create, or have been
10. Un-Owned Restaurants. FRANCHISEE intended to create a partnership, joint venture,
acknowledges that the Un-Owned Restaurants are not, as employment or agency relationship between the parties
of the date of FRANCHISEE’s execution of this hereto.
Agreement, owned or operated by FRANCHISEE. The
14. Effect of Headings. The headings and subheading of
Un-Owned Restaurants are either (a) the subject of a
the sections of this Agreement are inserted for
Target Reservation Agreement between FRANCHISEE
convenience of reference only and shall not control or
and BKC; (b) assigned an A# by BKC; (c) under
affect the meaning or construction of any of the
construction with a valid BK#; (d) under contract to
agreements, terms, covenants and conditions of this
FRANCHISEE pursuant to a binding purchase and sale
Agreement in any manner.
agreement; or (e) being discussed with BKC as possible
re-franchising candidates. In the event, the Un-Owned 15. Severability. If any term or provision of this
Restaurants become open and operated pursuant to an Agreement shall be found to be void or contrary to law,
executed BURGER KING® Restaurant Franchise such term or provision shall, but only to the extent
Agreement in the name of FRANCHISEE during the necessary to bring this Agreement within the
Term, then they shall be subject to the provisions of this requirements of law, be deemed to be severed from the
Agreement. In the event that any of the Un-Owned other terms and provisions hereof, and the remainder of
Restaurants are not opened and operated as stated above, this Agreement shall be given effect as if the parties had
then this Agreement shall be null and void with no further not included the severed term herein.
effect with regard to those Un-Owned Restaurants only.
16. Amendments. No provision of this Agreement may
With regard to the Participating Restaurants and
be modified, waived or amended except by a written
applicable Un-Owned Restaurants, this Agreement shall,
instrument duly executed by each of the parties hereto.

IS Program Agreement FDD Template 2

Exhibit I1 (03/2022)
Any such modifications, waivers or amendments shall not Please indicate your acknowledgement and agreement to
require additional consideration to be effective. the foregoing by signing this Agreement in the space
provided below.
17. No Implied Waiver. Any failure on the part of either
party to insist upon the performance of this Agreement or By entering into this Agreement, you expressly consent to
any part hereof shall not constitute a waiver of any right transact business with BKC electronically and that,
under this Agreement. consistent with the Uniform Electronic Transactions Act,
18. Construction. This Agreement has been fully and all other applicable state and federal laws, this
reviewed and negotiated by the parties hereto and their Agreement may be executed by electronic signatures.
The parties to this Agreement agree that the parties'
respective legal counsel. Accordingly, in interpreting this
electronic signatures are intended to authenticate this
Agreement, no weight shall be placed upon which party
writing and to have the same force and effect as the use of
hereto or its counsel drafted the provision being
manual signatures and an electronically signed version of
interpreted. this Agreement shall constitute an original for all
19. Governing Law. This Agreement shall be governed purposes.
by, and construed in accordance with, the internal laws
and decisions of the State of Florida, without reference to BURGER KING CORPORATION:
its conflict of laws provisions. By:

20. Consent of Jurisdiction. BKC and FRANCHISEE ______________________________________

consent to the jurisdiction of the United States District Signature
Court of the Southern District of Florida and any
proceeding arising between BKC and FRANCHISEE ______________________________________
hereto in any manner pertaining or relating to this (Print Name)
Agreement shall, to the extent permitted by law, be held Title: Marketing Manager
in Miami-Dade County, Florida. FRANCHISEE agrees
to accept service of process by U.S. certified or registered
mail, return receipt requested, of any summons and
complaint arising out of this Agreement.
FRANCHISEE:
21. FRANCHISEE Acknowledgements.
ACCEPTED & AGREED TO ON THIS
FRANCHISEE acknowledges (i) that its obligations
contained herein are in addition to its obligations
______ day of _______________, _______.
under FRANCHISEE’s Franchise Agreement(s) and
any other agreements between FRANCHISEE and By:
BKC and no amounts due under this Agreement will
be covered under any Term Sheet, Triage Agreement, ____________________________________
Financial Assistance Agreement, or any other Signature
agreement of any type or kind by which any monetary
obligation of FRANCHISEE is waived, deferred or _________________________________
otherwise altered; (ii) that with respect to the DMA (Print Name)
Programs, FRANCHISEE is obligated to follow all
policies of BKC, (iii) this Agreement covers funding for _____________________________________
the DMA Programs for the Term; and (iv) and the specific Title
marketing tactics for the DMA Programs will be
determined by a minimum of 66.7% of the Owners who
agree to make the Additional Contributions.
22. Survival. Notwithstanding termination or expiration
of this Agreement for any reason whatsoever, the
conditions and provisions of this Agreement that are
intended to continue to survive, shall continue and
survive, including but not limited to paragraphs 6, 7, 8, 9
and 11-21.

IS Program Agreement FDD Template 3

Exhibit I1 (03/2022)
 BURGER KING CORPORATION
INVESTMENT SPENDING PROGRAM AGREEMENT
APPENDIX A

DMA Name:

Agreement Term: _______ month(s), beginning ________________ and ending

_______________.

FRANCHISEE’s Additional Contribution. [BKC to insert the applicable FRANCHISEE

Additional Contribution description/formula. In no event will the description/formula exceed 2% of
the monthly gross sales of each Participating Restaurant and each Un-Owned Restaurant.] The sum
of this amount is FRANCHISEE’s Additional Contribution.

PAYMENT: BKC will calculate the payment due and bill FRANCHISEE. FRANCHISEE’s Additional Contribution is
paid in arrears and is due to BKC on the 10th day of each month during the Term. The first payment under the
Investment Spending Program is due __________________.

For purposes of this Agreement FRANCHISEE’s Participating Restaurants (the "Participating Restaurants") are as
follows:

For purposes of this Agreement the Un-owned Restaurants as defined in Paragraph 10 are as
follows:

4870-4291-7124, v. 2

IS Program Agreement Appendix A - FDD Template

Exhibit I1 (03/2022)
 BURGER KING CORPORATION
DMA INVESTMENT SPENDING PROGRAM AGREEMENT

THIS DMA INVESTMENT SPENDING PROGRAM description/formula exceed 2% of the monthly gross sales
AGREEMENT (“Agreement”) is by and between of each Participating Restaurant and each Un-Owned
BURGER KING CORPORATION (“BKC”) and the Restaurant]. The sum of this amount is FRANCHISEE’s
undersigned (“FRANCHISEE”), with respect to the Additional Contribution. The Additional Contribution
execution of a local marketing initiative (the “Program”) shall be calculated on a restaurant by restaurant basis, and
to be conducted by the Designated Marketing Area each Participating Restaurant (and Un-Owned Restaurant,
(“DMA”) pursuant to the terms and conditions set forth if applicable) shall be listed in Appendix A.
below. BKC and FRANCHISEE agree as follows: FRANCHISEE’s Additional Contribution is due and
payable to BKC on the 10th day of each month during the
1. The DMA Investment Spending Program.
Term. FRANCHISEE covenants, contracts and agrees to
FRANCHISEE recognizes that additional contributions
pay FRANCHISEE’s Additional Contribution to BKC as
(collectively “Additional Contributions”) from
specified herein, which sum shall be in addition to the
franchisees of BURGER KING® restaurants (“Owners”)
advertising contribution required to be paid by
in the DMA over and above the monthly advertising
FRANCHISEE under its Franchise Agreement(s) for the
contribution Owners are required to pay under their
Participating Restaurants and Un-Owned Restaurants.
franchise agreements (“Franchise Agreements”) with
BKC will be needed in order to pay for a local marketing 6. Majority Clause Participation. In the event that at least
program (the “DMA Program”) during the Term (defined 66.7% of the DMA Restaurant Population Base agrees to
below) of this Agreement. FRANCHISEE hereby participate in this DMA Investment Spending Agreement,
commits to support the DMA Program during the Term FRANCHISEE, if subject to a Majority Clause Provision,
and to make FRANCHISEE’s Additional Contribution Section 9(B)(viii) of the Franchise Agreement,
(defined in Paragraph 5 below) to BKC pursuant to the acknowledges and agrees that FRANCHISEE is obligated
terms and conditions set forth herein. Accordingly, to participate in the DMA Investment Spending Program.
FRANCHISEE hereby requests that BKC take such This agreement will only be binding upon FRANCHISEE
actions and make such commitments as BKC determines if 66.7% of the DMA Restaurant Population Base agrees
to be reasonably necessary to implement the DMA to participate.
Program during the Term. BKC hereby agrees to take
7. Bad Debt Expenses. Should FRANCHISEE for any
such action and/or make such commitments as BKC
reason, fail to make FRANCHISEE’s Additional
determines to be reasonably necessary to implement the
Contribution which FRANCHISEE has promised,
DMA Program during the Term, subject to the terms and
contracted and agreed to pay herein, BKC, in its sole and
conditions of this Agreement.
absolute discretion may reduce the funds in the account
2. Effective Date. FRANCHISEE’s commitment to established for the DMA in the like amount of
make FRANCHISEE’s Additional Contribution to BKC FRANCHISEE’s failure to fulfill its payment obligations
shall become effective upon receipt by BKC of this as set forth herein.
Agreement executed by or on behalf of FRANCHISEE.
8. Carry-Over Funds. Should there be any funds from
3. Term. The Term of this Agreement shall be as set forth the FRANCHISEE’s Additional Contributions, remaining
on “Appendix A” (attached hereto and incorporated at the end of the DMA Investment Spending Program
herein by this reference). Term, such funds shall be credited to the BKC account
established for the DMA and will carryover to other local
4. Termination. Notwithstanding anything herein to the
marketing programs for the DMA ("Carryover Funds").
contrary, BKC may terminate this agreement if less than
66.7% of the adjusted population base of BURGER Only those Owners and BKC (in the case of Company
KING® restaurants in the DMA, as determined by BKC Restaurants, if any) that participate in the DMA
from time to time (the “DMA Restaurant Population Investment Spending Program will be eligible to
Base”) agree to participate in this DMA Investment participate in determining how Carryover Funds are spent.
Spending Agreement. Upon expiration or sooner termination of this Agreement,
should the total expenses and costs of the DMA
5. FRANCHISEE’s Additional Contribution. During the Investment Spending Program exceed the sum of all
Term, FRANCHISEE covenants and agrees to pay an Additional Contributions paid by participating Owners
Additional Contribution to BKC [BKC to insert the and BKC (for Company Restaurants, if any) in the DMA,
applicable FRANCHISEE Additional Contribution FRANCHISEE will reimburse BKC for the amount of the
description/formula. In no event will the overspent DMA Program balance divided by the number
DMA IS Program Agreement Majority Clause FDD Template 1
Exhibit I1 (03/2022)
of participating BURGER KING® restaurants in the then this Agreement shall be null and void with no further
DMA (“FRANCHISEE’s Overspent Balance”). BKC effect with regard to those Un-Owned Restaurants only.
will notify FRANCHISEE of the FRANCHISEE’s With regard to the Participating Restaurants and
Overspent Balance and payment by FRANCHISEE will applicable Un-Owned Restaurants, this Agreement shall,
be due to BKC no later than thirty (30) days from the however, remain in full force and effect and shall be
notification date. FRANCHISEE’s obligation to remit unaffected thereby
payment to BKC for FRANCHISEE’s Overspent Balance
12. Representations, Warranties & Indemnities.
shall survive the sooner termination or expiration of this
FRANCHISEE represents and warrants to BKC that (i) the
Agreement.
person executing this Agreement on behalf of
9. Collections Costs. Should FRANCHISEE fail to make FRANCHISEE is authorized to enter into and fully perform
FRANCHISEE’s Additional Contribution which this Agreement; and (ii) FRANCHISEE will fulfill
FRANCHISEE has promised, contracted and agreed to FRANCHISEE’s obligations hereunder in accordance with
pay herein for any reason, including but not limited to the all applicable federal, state or local laws or regulations.
closure of a restaurant for which an Additional FRANCHISEE agrees to at all times, defend, indemnify
Contribution is owed, FRANCHISEE shall, on demand and hold BKC, its parent corporation, affiliates,
by BKC, pay in addition to FRANCHISEE’s Additional subsidiaries and the officers, directors, agents and
Contribution, all costs and expenses, including interest employees of each, harmless from and against any and all
and reasonable attorneys’ fees, paid or incurred by BKC claims, demands and causes of action, liability,
in enforcing this Agreement. FRANCHISEE agrees that judgments, damages, costs and expenses (including
its/his/her payment history pursuant to this Contract may reasonable attorneys’ fees) arising out of or based on any
be released to other Owners in the DMA. failure by FRANCHISEE to perform any of the
agreements, terms, covenants conditions, representations
10. Sale of Participating Restaurants. In the event
or warranties of this Agreement to be performed by
FRANCHISEE transfers FRANCHISEE’s interest in any
FRANCHISEE.
of the Participating Restaurants (as set forth in Appendix
A) and Un-Owned Restaurants (as defined in Paragraph 13. Entire Agreement. The provisions contained herein
10 below and set forth in Appendix A), FRANCHISEE constitute the entire Agreement between the parties hereto
shall remain personally liable for the FRANCHISEE’s with respect to the subject matter hereof, and no statement
Additional Contribution promised pursuant to this or inducement with respect to the subject matter hereof by
Agreement (in accordance with the Assignment and either party hereto or by any agent or representative of
Transfer provisions of the relevant Franchise either party hereto which is not contained in this
Agreement(s)) and as a condition to any such transfer Agreement shall be valid or binding between the parties
shall require the purchaser(s) of any of the Participating
14. Relationship of the Parties. The parties hereto are
Restaurants and Un-Owned Restaurants be or become
independent contractors, and nothing in this Agreement
jointly and severally obligated for FRANCHISEE’s
shall be deemed or construed to create, or have been
Additional Contribution.
intended to create a partnership, joint venture,
11. Un-Owned Restaurants. FRANCHISEE employment or agency relationship between the parties
acknowledges that the Un-Owned Restaurants are not, as hereto.
of the date of FRANCHISEE’s execution of this
15. Effect of Headings. The headings and subheading of
Agreement, owned or operated by FRANCHISEE. The
the sections of this Agreement are inserted for
Un-Owned Restaurants are either (a) the subject of a
convenience of reference only and shall not control or
Target Reservation Agreement between FRANCHISEE
affect the meaning or construction of any of the
and BKC; (b) assigned an A# by BKC; (c) under
agreements, terms, covenants and conditions of this
construction with a valid BK#; (d) under contract to
Agreement in any manner.
FRANCHISEE pursuant to a binding purchase and sale
agreement; or (e) being discussed with BKC as possible 16. Severability. If any term or provision of this
re-franchising candidates. In the event, the Un-Owned Agreement shall be found to be void or contrary to law,
Restaurants become open and operated pursuant to an such term or provision shall, but only to the extent
executed BURGER KING® Restaurant Franchise necessary to bring this Agreement within the
Agreement in the name of FRANCHISEE during the requirements of law, be deemed to be severed from the
Term, then they shall be subject to the provisions of this other terms and provisions hereof, and the remainder of
Agreement. In the event that any of the Un-Owned this Agreement shall be given effect as if the parties had
Restaurants are not opened and operated as stated above, not included the severed term herein.

DMA IS Program Agreement Majority Clause FDD Template 2

Exhibit I1 (03/2022)
17. Amendments. No provision of this Agreement may survive, including but not limited to paragraphs 7, 8, 9, 10
be modified, waived or amended except by a written and 12-22.
instrument duly executed by each of the parties hereto.
By entering into this Agreement, you expressly consent to
Any such modifications, waivers or amendments shall not
transact business with BKC electronically and that,
require additional consideration to be effective. consistent with the Uniform Electronic Transactions Act,
18. No Implied Waiver. Any failure on the part of either and all other applicable state and federal laws, this
party to insist upon the performance of this Agreement or Agreement may be executed by electronic signatures.
any part hereof shall not constitute a waiver of any right The parties to this Agreement agree that the parties'
under this Agreement. electronic signatures are intended to authenticate this
writing and to have the same force and effect as the use of
19. Construction. This Agreement has been fully manual signatures and an electronically signed version of
reviewed and negotiated by the parties hereto and their this Agreement shall constitute an original for all
respective legal counsel. Accordingly, in interpreting this purposes.
Agreement, no weight shall be placed upon which party
hereto or its counsel drafted the provision being Please indicate your acknowledgement and agreement to
interpreted. the foregoing by signing this Agreement in the space
provided below.
20. Governing Law. This Agreement shall be governed
by, and construed in accordance with, the internal laws
and decisions of the State of Florida, without reference to
its conflict of laws provisions. BURGER KING CORPORATION:
21. Consent of Jurisdiction. BKC and FRANCHISEE By:
consent to the jurisdiction of the United States District
______________________________________
Court of the Southern District of Florida and any
Signature
proceeding arising between BKC and FRANCHISEE
hereto in any manner pertaining or relating to this ______________________________________
Agreement shall, to the extent permitted by law, be held (Print Name)
in Miami-Dade County, Florida. FRANCHISEE agrees Title: Marketing Manager
to accept service of process by U.S. certified or registered
mail, return receipt requested, of any summons and
complaint arising out of this Agreement.
22. FRANCHISEE Acknowledgements.
FRANCHISEE:
FRANCHISEE acknowledges (i) that its obligations
contained herein are in addition to its obligations ACCEPTED & AGREED TO ON THIS
under FRANCHISEE’s Franchise Agreement(s) and
any other agreements between FRANCHISEE and ______ day of _______________, _______.
BKC and no amounts due under this Agreement will
be covered under any Term Sheet, Triage Agreement, By:
Financial Assistance Agreement, or any other
agreement of any type or kind by which any monetary ____________________________________
obligation of FRANCHISEE is waived, deferred or Signature
otherwise altered; (ii) that with respect to the DMA
_________________________________
Program, FRANCHISEE is obligated to follow all
(Print Name)
policies of BKC, (iii) this Agreement covers funding for
the DMA Program for the Term; and (iv) and the specific _____________________________________
marketing tactics for the DMA Programs will be Title
determined by a minimum of 66.7% of the Owners who
agree to make the Additional Contributions.
23. Survival. Notwithstanding termination or expiration
of this Agreement for any reason whatsoever, the
conditions and provisions of this Agreement that are
intended to continue to survive, shall continue and

DMA IS Program Agreement Majority Clause FDD Template 3

Exhibit I1 (03/2022)
 BURGER KING CORPORATION
DMA INVESTMENT SPENDING PROGRAM AGREEMENT
APPENDIX A

DMA Name:

Agreement Term: _______ month(s), beginning ________________ and ending _______________.

FRANCHISEE’s Additional Contribution. [BKC to insert the applicable FRANCHISEE

Additional Contribution description/formula. In no event will the description/formula exceed 2% of
the monthly gross sales of each Participating Restaurant and each Un-Owned Restaurant.] The sum of
this amount is FRANCHISEE’s Additional Contribution.

PAYMENT: BKC will calculate the payment due and bill FRANCHISEE. FRANCHISEE’s Additional Contribution is paid in
arrears and is due to BKC on the 10th day of each month during the Term. The first payment under the Investment Spending
Program is due __________________.

For purposes of this Agreement FRANCHISEE’s Participating Restaurants (the "Participating Restaurants") are as follows:

For purposes of this Agreement the Un-owned Restaurants as defined in Paragraph 11 are as follows:

4896-2582-1700, v. 2

DMA IS Program Agreement Appendix A- FDD Template

Exhibit I1 (03/2022)
 BURGER KING CORPORATION
INVESTMENT SPENDING PROGRAM AGREEMENT
FOR MAJORITY CLAUSE RESTAURANTS

THIS INVESTMENT SPENDING PROGRAM Base”). FRANCHISEE hereby acknowledges and agrees
AGREEMENT (“Agreement”) is by and between that under Section 9(B)(viii) of the Franchise Agreement,
BURGER KING CORPORATION (“BKC”) and the FRANCHISEE is obligated to participate in the
undersigned (“FRANCHISEE”), with respect to the Investment Spending Program in the event that its DMA
execution of local marketing programs (as outlined more reaches the Minimum Required Commitment. This
fully below) to be conducted by BKC pursuant to the agreement will only be binding upon FRANCHISEE if
terms and conditions set forth below. BKC and the Minimum Required Commitment is reached.
FRANCHISEE agree as follows:
5. FRANCHISEE’s Additional Contribution. For each
1. Investment Spending Programs. FRANCHISEE month during the Term, FRANCHISEE covenants and
recognizes that additional contributions (collectively agrees to pay an Additional Contribution to BKC [BKC to
“Additional Contributions”) from U.S. franchisees of insert the applicable FRANCHISEE Additional
BURGER KING® restaurants (“Owners”) in the Contribution description/formula. In no event will the
Designated Market Area (“DMA”) set forth in “Appendix description/formula exceed 2% of the monthly gross sales
A” (attached hereto and incorporated herein by this of each Participating Restaurant and each Un-Owned
reference) over and above the monthly advertising Restaurant]. The sum of this amount is FRANCHISEE’s
contribution Owners are required to pay under their Additional Contribution. The Additional Contribution
franchise agreements (“Franchise Agreements”) with shall be calculated on a restaurant by restaurant basis, and
BKC will be needed in order to pay for local marketing each Participating Restaurant (and Un-Owned Restaurant,
programs (collectively the “DMA Programs”) for the if applicable) shall be listed in Appendix A.
DMA during the Term (defined below) of this FRANCHISEE’s Additional Contribution is due and
Agreement. FRANCHISEE hereby commits to support payable to BKC as set forth in Appendix A on the 10th
the DMA Programs during the Term and to make day of each month during the Term. FRANCHISEE
FRANCHISEE’s Additional Contribution (defined in covenants, contracts and agrees to pay FRANCHISEE’s
Paragraph 6 below) to BKC pursuant to the terms and Additional Contribution to BKC as specified herein for
conditions set forth herein. Accordingly, FRANCHISEE each of the Participating Restaurants (set forth in
hereby requests that BKC take such actions and make Appendix A) and each of the Un-Owned Restaurants (as
such commitments as BKC determines to be reasonably defined in Paragraph 11 below and set forth in Appendix
necessary to implement the DMA Programs in the DMA A), which sum shall be in addition to the advertising
during the Term. BKC hereby agrees to take such action contribution required to be paid by FRANCHISEE under
and/or make such commitments as BKC determines to be its Franchise Agreement(s) for the Participating
reasonably necessary to implement the DMA Programs in Restaurants and Un-Owned Restaurants.
the DMA during the Term, subject to the terms and
6. Bad Debt Expenses. Should FRANCHISEE for any
conditions of this Agreement.
reason, fail to make FRANCHISEE’s Additional
2. Effective Date. FRANCHISEE’s commitment to Contribution which FRANCHISEE has promised,
make FRANCHISEE’s Additional Contribution to BKC contracted and agreed to pay herein, BKC, in its sole and
shall become effective upon receipt by BKC of this absolute discretion may reduce the funds in the account
Agreement executed by or on behalf of FRANCHISEE. established for the DMA in the like amount of
FRANCHISEE’s failure to fulfill its payment obligations
3. Term. The Term of this Agreement shall be as set
as set forth herein.
forth on “Appendix A”.
7. Carry-Over Funds. Should there be any funds from
4. Termination by BKC/Majority Clause Participation.
the Additional Contributions, remaining at the end of the
Notwithstanding anything herein to the contrary, BKC
Investment Spending Program Term, such funds shall be
reserves the right to terminate this Agreement to the
credited to the BKC account established for the DMA and
extent that BKC does not receive the Minimum Required
will carryover to other local marketing programs for the
Commitment. For purposes of this Agreement, the
DMA ("Carryover Funds"). Only those Owners and BKC
“Minimum Required Commitment” is defined as at least
(in the case of Company Restaurants, if any) that
66.7% of the adjusted population base of BURGER
participate in the Investment Spending Program will be
KING® restaurants in the DMA, as determined by BKC
eligible to participate in determining how Carryover
from time to time (the “DMA Restaurant Population
Funds are spent. Upon expiration or sooner termination

IS Program Agreement (Majority Clause) FDD Template 1

Exhibit I1 (03/2022)
of this Agreement, should the total expenses and costs of Restaurants become open and operated pursuant to an
this Investment Spending Program exceed the sum of all executed BURGER KING® Restaurant Franchise
Additional Contributions paid by participating Owners Agreement in the name of FRANCHISEE during the
and BKC (for Company Restaurants, if any) in the DMA, Term, then they shall be subject to the provisions of this
FRANCHISEE will reimburse BKC for the amount of the Agreement. In the event that any of the Un-Owned
overspent DMA Program balance divided by the number Restaurants are not opened and operated as stated above,
of participating BURGER KING® restaurants in the then this Agreement shall be null and void with no further
DMA (“FRANCHISEE’s Overspent Balance”). BKC effect with regard to those Un-Owned Restaurants only.
will notify FRANCHISEE of the FRANCHISEE’s With regard to the Participating Restaurants and
Overspent Balance and payment by FRANCHISEE will applicable Un-Owned Restaurants, this Agreement shall,
be due to BKC no later than thirty (30) days from the however, remain in full force and effect and shall be
notification date. FRANCHISEE’s obligation to remit unaffected thereby
payment to BKC for FRANCHISEE’s Overspent Balance
11. Representations, Warranties & Indemnities.
shall survive the sooner termination or expiration of this
FRANCHISEE represents and warrants to BKC that (i) the
Agreement.
person executing this Agreement on behalf of
8. Collections Costs. Should FRANCHISEE fail to make FRANCHISEE is authorized to enter into and fully perform
FRANCHISEE’s Additional Contribution which this Agreement; and (ii) FRANCHISEE will fulfill
FRANCHISEE has promised, contracted and agreed to FRANCHISEE’s obligations hereunder in accordance with
pay herein for any reason, including but not limited to the all applicable federal, state or local laws or regulations.
closure of a restaurant for which an Additional FRANCHISEE agrees to at all times, defend, indemnify
Contribution is owed, FRANCHISEE shall, on demand and hold BKC, its parent corporation, affiliates,
by BKC, pay in addition to FRANCHISEE’s Additional subsidiaries and the officers, directors, agents and
Contribution, all costs and expenses, including interest employees of each, harmless from and against any and all
and reasonable attorneys’ fees, paid or incurred by BKC claims, demands and causes of action, liability,
in enforcing this Agreement. FRANCHISEE agrees that judgments, damages, costs and expenses (including
its/his/her payment history pursuant to this Contract may reasonable attorneys’ fees) arising out of or based on any
be released to other Owners in the DMA. failure by FRANCHISEE to perform any of the
agreements, terms, covenants conditions, representations
9. Sale of Participating Restaurants. In the event
or warranties of this Agreement to be performed by
FRANCHISEE transfers FRANCHISEE’s interest in any
FRANCHISEE.
of the Participating Restaurants (as set forth in Appendix
A) and Un-Owned Restaurants (as defined in Paragraph 12. Entire Agreement. The provisions contained herein
11 below and set forth in Appendix A), FRANCHISEE constitute the entire Agreement between the parties hereto
shall remain personally liable for any FRANCHISEE’s with respect to the subject matter hereof, and no statement
Additional Contribution promised pursuant to this or inducement with respect to the subject matter hereof by
Agreement (in accordance with the Assignment and either party hereto or by any agent or representative of
Transfer provisions of the relevant Franchise either party hereto which is not contained in this
Agreement(s)) and as a condition to any such transfer Agreement shall be valid or binding between the parties
shall require the purchaser(s) of any of the Participating
13. Relationship of the Parties. The parties hereto are
Restaurants and Un-Owned Restaurants be or become
independent contractors, and nothing in this Agreement
jointly and severally obligated for FRANCHISEE’s
shall be deemed or construed to create, or have been
Additional Contribution.
intended to create a partnership, joint venture,
10. Un-Owned Restaurants. FRANCHISEE employment or agency relationship between the parties
acknowledges that the Un-Owned Restaurants are not, as hereto.
of the date of FRANCHISEE’s execution of this
14. Effect of Headings. The headings and subheading of
Agreement, owned or operated by FRANCHISEE. The
the sections of this Agreement are inserted for
Un-Owned Restaurants are either (a) the subject of a
convenience of reference only and shall not control or
Target Reservation Agreement between FRANCHISEE
affect the meaning or construction of any of the
and BKC; (b) assigned an A# by BKC; (c) under
agreements, terms, covenants and conditions of this
construction with a valid BK#; (d) under contract to
Agreement in any manner.
FRANCHISEE pursuant to a binding purchase and sale
agreement; or (e) being discussed with BKC as possible 15. Severability. If any term or provision of this
re-franchising candidates. In the event, the Un-Owned Agreement shall be found to be void or contrary to law,

IS Program Agreement (Majority Clause) FDD Template 2

Exhibit I1 (03/2022)
such term or provision shall, but only to the extent determined by a minimum of 66.7% of the Owners who
necessary to bring this Agreement within the agree to make the Additional Contributions.
requirements of law, be deemed to be severed from the
22. Survival. Notwithstanding termination or expiration
other terms and provisions hereof, and the remainder of
of this Agreement for any reason whatsoever, the
this Agreement shall be given effect as if the parties had
conditions and provisions of this Agreement that are
not included the severed term herein.
intended to continue to survive, shall continue and
16. Amendments. No provision of this Agreement may survive, including but not limited to paragraphs 6, 7, 8, 9
be modified, waived or amended except by a written and 11-21.
instrument duly executed by each of the parties hereto.
By entering into this Agreement, you expressly consent to
Any such modifications, waivers or amendments shall not
transact business with BKC electronically and that,
require additional consideration to be effective. consistent with the Uniform Electronic Transactions Act,
17. No Implied Waiver. Any failure on the part of either and all other applicable state and federal laws, this
party to insist upon the performance of this Agreement or Agreement may be executed by electronic signatures.
any part hereof shall not constitute a waiver of any right The parties to this Agreement agree that the parties'
under this Agreement. electronic signatures are intended to authenticate this
writing and to have the same force and effect as the use of
18. Construction. This Agreement has been fully manual signatures and an electronically signed version of
reviewed and negotiated by the parties hereto and their this Agreement shall constitute an original for all
respective legal counsel. Accordingly, in interpreting this purposes.
Agreement, no weight shall be placed upon which party
hereto or its counsel drafted the provision being Please indicate your acknowledgement and agreement to
interpreted. the foregoing by signing this Agreement in the space
provided below.
19. Governing Law. This Agreement shall be governed
by, and construed in accordance with, the internal laws
and decisions of the State of Florida, without reference to BURGER KING CORPORATION:
its conflict of laws provisions. By:
20. Consent of Jurisdiction. BKC and FRANCHISEE
______________________________________
consent to the jurisdiction of the United States District
Signature
Court of the Southern District of Florida and any
proceeding arising between BKC and FRANCHISEE
______________________________________
hereto in any manner pertaining or relating to this (Print Name)
Agreement shall, to the extent permitted by law, be held Title: Marketing Manager
in Miami-Dade County, Florida. FRANCHISEE agrees
to accept service of process by U.S. certified or registered
mail, return receipt requested, of any summons and
complaint arising out of this Agreement. FRANCHISEE:
ACCEPTED & AGREED TO ON THIS
21. FRANCHISEE Acknowledgements.
FRANCHISEE acknowledges (i) that its obligations ______ day of _______________, _______.
contained herein are in addition to its obligations
under FRANCHISEE’s Franchise Agreement(s) and By:
any other agreements between FRANCHISEE and
BKC and no amounts due under this Agreement will ____________________________________
be covered under any Term Sheet, Triage Agreement, Signature
Financial Assistance Agreement, or any other
agreement of any type or kind by which any monetary ____________________________________
obligation of FRANCHISEE is waived, deferred or (Print Name)
otherwise altered; (ii) that with respect to the DMA
____________________________________
Programs, FRANCHISEE is obligated to follow all
Title
policies of BKC, (iii) this Agreement covers funding for
the DMA Programs for the Term; and (iv) and the specific
marketing tactics for the DMA Programs will be

IS Program Agreement (Majority Clause) FDD Template 3

Exhibit I1 (03/2022)
 BURGER KING CORPORATION
INVESTMENT SPENDING PROGRAM AGREEMENT
APPENDIX A

DMA Name:

Agreement Term: _______ month(s), beginning ________________ and ending

_______________.

FRANCHISEE’s Additional Contribution. [BKC to insert the applicable FRANCHISEE

Additional Contribution description/formula. In no event will the description/formula exceed 2%
of the monthly gross sales of each Participating Restaurant and each Un-Owned Restaurant.] The
sum of this amount is FRANCHISEE’s Additional Contribution.

PAYMENT: BKC will calculate the payment due and bill FRANCHISEE. FRANCHISEE’s Additional Contribution is paid
in arrears and is due to BKC on the 10th day of each month during the Term. The first payment under the Investment
Spending Program is due __________________.

For purposes of this Agreement FRANCHISEE’s Participating Restaurants (the "Participating Restaurants") are as follows:

For purposes of this Agreement the Un-owned Restaurants as defined in Paragraph 10 are as
follows:

4890-0545-7924, v. 2

IS Program Agreement Appendix A - FDD Template

Exhibit I1 (03/2022)
 BURGER KING CORPORATION
INVESTMENT SPENDING PROGRAM
MATCHING INCENTIVE FUND AGREEMENT

THIS INVESTMENT SPENDING PROGRAM 5. Matching Incentive Fund. BKC shall earmark funds
AGREEMENT (“Agreement”) is by and between (the amount of which is specifically set forth in Appendix
BURGER KING CORPORATION (“BKC”) and the A) from the BKC National Advertising Fund to support
undersigned (“FRANCHISEE”), with respect to the the DMA Programs implemented in each participating
execution of local marketing programs (as outlined more DMA (the “Matching Incentive Funds”). The calculation
fully below) to be conducted by BKC pursuant to the of the specific amount of funds that will be allocated from
terms and conditions set forth below. BKC and the Matching Incentive Fund to each participating DMA
FRANCHISEE agree as follows: for its respective Investment Spending program shall be
determined by BKC in its sole and absolute discretion.
1. Investment Spending Programs. FRANCHISEE
The Matching Incentive Fund allocation shall be
recognizes that additional contributions (collectively
determined for Participating Restaurants (set forth in
“Additional Contributions”) from U.S. franchisees of
Appendix A) and Un-Owned Restaurants (as defined in
BURGER KING® restaurants (“Owners”) in the
Paragraph 11 below and set forth in Appendix A)
Designated Market Area (“DMA”) set forth in “Appendix
pursuant to the allocation criteria set forth in Appendix A.
A” (attached hereto and incorporated herein by this
If there remains an unspent balance of Matching Incentive
reference) over and above the monthly advertising
Funds at the end of the Term, such balance will be
contribution Owners are required to pay under their
automatically returned and transferred to the BKC
franchise agreements (“Franchise Agreements”) with
National Advertising Fund.
BKC will be needed in order to pay for local marketing
programs (collectively the “DMA Programs”) for the 6. FRANCHISEE’s Additional Contribution. For each
DMA during the Term (defined below) of this month during the Term, FRANCHISEE covenants and
Agreement. FRANCHISEE hereby commits to support agrees to pay an Additional Contribution to BKC [BKC to
the DMA Programs during the Term and to make insert the applicable FRANCHISEE Additional
FRANCHISEE’s Additional Contribution (defined in Contribution description/formula. In no event will the
Paragraph 6 below) to BKC pursuant to the terms and description/formula exceed 2% of the monthly gross sales
conditions set forth herein. Accordingly, FRANCHISEE of each Participating Restaurant and each Un-Owned
hereby requests that BKC take such actions and make Restaurant]. The sum of this amount is FRANCHISEE’s
such commitments as BKC determines to be reasonably Additional Contribution. The Additional Contribution
necessary to implement the DMA Programs in the DMA shall be calculated on a restaurant by restaurant basis, and
during the Term. BKC hereby agrees to take such action each Participating Restaurant (and Un-Owned Restaurant,
and/or make such commitments as BKC determines to be if applicable) shall be listed in Appendix A.
reasonably necessary to implement the DMA Programs in FRANCHISEE’s Additional Contribution is due and
the DMA during the Term, subject to the terms and payable to BKC as set forth in Appendix A on the 10th
conditions of this Agreement. day of each month during the Term. FRANCHISEE
covenants, contracts and agrees to pay FRANCHISEE’s
2. Effective Date. FRANCHISEE’s commitment to
Additional Contribution to BKC as specified herein for
make FRANCHISEE’s Additional Contribution to BKC
each of the Participating Restaurants (set forth in
shall become effective upon receipt by BKC of this
Appendix A) and each of the Un-Owned Restaurants (as
Agreement executed by or on behalf of FRANCHISEE.
defined in Paragraph 11 below and set forth in Appendix
3. Term. The Term of this Agreement shall be as set forth A), which sum shall be in addition to the advertising
on “Appendix A”. contribution required to be paid by FRANCHISEE under
its Franchise Agreement(s) for the Participating
4. Termination by BKC. Notwithstanding anything
Restaurants and Un-Owned Restaurants.
herein to the contrary, BKC reserves the right to terminate
this Agreement to the extent that BKC does not receive 7. Bad Debt Expenses. Should FRANCHISEE fail for
the Minimum Required Commitment. For purposes of any reason, to make FRANCHISEE’s Additional
this Agreement, the “Minimum Required Commitment” is Contribution which FRANCHISEE has promised,
defined as at least 66.7% of the adjusted population base contracted and agreed to pay herein, BKC, in its sole and
of BURGER KING® restaurants in the DMA, as absolute discretion may reduce the funds in the account
determined by BKC from time to time (the “DMA established for the DMA in the like amount of
Restaurant Population Base”). FRANCHISEE’s failure to fulfill its payment obligations
as set forth herein.

IS Program (Matching) Agreement FDD Template 1

Exhibit I1 (03/2022)
8. Carry-Over Funds. Should there be any funds from 11. Un-Owned Restaurants. FRANCHISEE
the Additional Contributions, remaining at the end of the acknowledges that the Un-Owned Restaurants are not, as
Investment Spending Program Term, such funds shall be of the date of FRANCHISEE’s execution of this
credited to the BKC account established for the DMA and Agreement, owned or operated by FRANCHISEE. The
will carryover to other local marketing programs for the Un-Owned Restaurants are either (a) the subject of a
DMA ("Carryover Funds"). Only those Owners and BKC Target Reservation Agreement between FRANCHISEE
(in the case of Company Restaurants, if any) that and BKC; (b) assigned an A# by BKC; (c) under
participate in the Investment Spending Program will be construction with a valid BK#; (d) under contract to
eligible to participate in determining how Carryover FRANCHISEE pursuant to a binding purchase and sale
Funds are spent. Upon expiration or sooner termination agreement; or (e) being discussed with BKC as possible
of this Agreement, should the total expenses and costs of re-franchising candidates. In the event, the Un-Owned
this Investment Spending Program exceed the sum of all Restaurants become open and operated pursuant to an
Additional Contributions paid by participating Owners executed BURGER KING® Restaurant Franchise
and BKC (for Company Restaurants, if any) in the DMA, Agreement in the name of FRANCHISEE during the
FRANCHISEE will reimburse BKC for the amount of the Term, then they shall be subject to the provisions of this
overspent DMA Program balance divided by the number Agreement. In the event that any of the Un-Owned
of participating BURGER KING® restaurants in the Restaurants are not opened and operated as stated above,
DMA (“FRANCHISEE’s Overspent Balance”). BKC then this Agreement shall be null and void with no further
will notify FRANCHISEE of the FRANCHISEE’s effect with regard to those Un-Owned Restaurants only.
Overspent Balance and payment by FRANCHISEE will With regard to the Participating Restaurants and
be due to BKC no later than thirty (30) days from the applicable Un-Owned Restaurants, this Agreement shall,
notification date. FRANCHISEE’s obligation to remit however, remain in full force and effect and shall be
payment to BKC for FRANCHISEE’s Overspent Balance unaffected thereby
shall survive the sooner termination or expiration of this
12. Representations, Warranties & Indemnities.
Agreement.
FRANCHISEE represents and warrants to BKC that (i) the
9. Collections Costs. Should FRANCHISEE fail to make person executing this Agreement on behalf of
FRANCHISEE’s Additional Contribution which FRANCHISEE is authorized to enter into and fully perform
FRANCHISEE has promised, contracted and agreed to this Agreement; and (ii) FRANCHISEE will fulfill
pay herein for any reason, including but not limited to the FRANCHISEE’s obligations hereunder in accordance with
closure of a restaurant for which an Additional all applicable federal, state or local laws or regulations.
Contribution is owed, FRANCHISEE shall, on demand FRANCHISEE agrees to at all times, defend, indemnify
by BKC, pay in addition to FRANCHISEE’s Additional and hold BKC, its parent corporation, affiliates,
Contribution, all costs and expenses, including interest subsidiaries and the officers, directors, agents and
and reasonable attorneys’ fees, paid or incurred by BKC employees of each, harmless from and against any and all
in enforcing this Agreement. FRANCHISEE agrees that claims, demands and causes of action, liability,
its/his/her payment history pursuant to this Contract may judgments, damages, costs and expenses (including
be released to other Owners in the DMA. reasonable attorneys’ fees) arising out of or based on any
failure by FRANCHISEE to perform any of the
10. Sale of Participating Restaurants. In the event
agreements, terms, covenants conditions, representations
FRANCHISEE transfers FRANCHISEE’s interest in any
or warranties of this Agreement to be performed by
of the Participating Restaurants (as set forth in Appendix
FRANCHISEE.
A) and Un-Owned Restaurants (as defined in Paragraph
11 below and set forth in Appendix A), FRANCHISEE 13. Entire Agreement. The provisions contained herein
shall remain personally liable for any FRANCHISEE’s constitute the entire Agreement between the parties hereto
Additional Contribution promised pursuant to this with respect to the subject matter hereof, and no statement
Agreement (in accordance with the Assignment and or inducement with respect to the subject matter hereof by
Transfer provisions of the relevant Franchise either party hereto or by any agent or representative of
Agreement(s)) and as a condition to any such transfer either party hereto which is not contained in this
shall require the purchaser(s) of any of the Participating Agreement shall be valid or binding between the parties
Restaurants and Un-Owned Restaurants be or become
14. Relationship of the Parties. The parties hereto are
jointly and severally obligated for FRANCHISEE’s
independent contractors, and nothing in this Agreement
Additional Contribution.
shall be deemed or construed to create, or have been
intended to create a partnership, joint venture,

IS Program (Matching) Agreement FDD Template 2

Exhibit I1 (03/2022)
employment or agency relationship between the parties any other agreements between FRANCHISEE and
hereto. BKC and no amounts due under this Agreement will
be covered under any Term Sheet, Triage Agreement,
15. Effect of Headings. The headings and subheading of
Financial Assistance Agreement, or any other
the sections of this Agreement are inserted for
agreement of any type or kind by which any monetary
convenience of reference only and shall not control or
obligation of FRANCHISEE is waived, deferred or
affect the meaning or construction of any of the
otherwise altered; (ii) that with respect to the DMA
agreements, terms, covenants and conditions of this
Programs, FRANCHISEE is obligated to follow all
Agreement in any manner.
policies of BKC, (iii) this Agreement covers funding for
16. Severability. If any term or provision of this the DMA Programs for the Term; and (iv) and the specific
Agreement shall be found to be void or contrary to law, marketing tactics for the DMA Programs will be
such term or provision shall, but only to the extent determined by a minimum of 66.7% of the Owners who
necessary to bring this Agreement within the agree to make the Additional Contributions.
requirements of law, be deemed to be severed from the
23. Survival. Notwithstanding termination or expiration
other terms and provisions hereof, and the remainder of
of this Agreement for any reason whatsoever, the
this Agreement shall be given effect as if the parties had
conditions and provisions of this Agreement that are
not included the severed term herein.
intended to continue to survive, shall continue and
17. Amendments. No provision of this Agreement may survive, including but not limited to paragraphs 7, 8, 9, 10
be modified, waived or amended except by a written and 12-22.
instrument duly executed by each of the parties hereto.
By entering into this Agreement, you expressly consent to
Any such modifications, waivers or amendments shall not
transact business with BKC electronically and that,
require additional consideration to be effective. consistent with the Uniform Electronic Transactions Act,
18. No Implied Waiver. Any failure on the part of either and all other applicable state and federal laws, this
party to insist upon the performance of this Agreement or Agreement may be executed by electronic signatures.
any part hereof shall not constitute a waiver of any right The parties to this Agreement agree that the parties'
under this Agreement. electronic signatures are intended to authenticate this
writing and to have the same force and effect as the use of
19. Construction. This Agreement has been fully manual signatures and an electronically signed version of
reviewed and negotiated by the parties hereto and their this Agreement shall constitute an original for all
respective legal counsel. Accordingly, in interpreting this purposes.
Agreement, no weight shall be placed upon which party
hereto or its counsel drafted the provision being Please indicate your acknowledgement and agreement to
interpreted. the foregoing by signing this Agreement in the space
provided below.
20. Governing Law. This Agreement shall be governed
by, and construed in accordance with, the internal laws BURGER KING CORPORATION:
and decisions of the State of Florida, without reference to By:
its conflict of laws provisions.
21. Consent of Jurisdiction. BKC and FRANCHISEE ______________________________________
Signature
consent to the jurisdiction of the United States District
Court of the Southern District of Florida and any
______________________________________
proceeding arising between BKC and FRANCHISEE
(Print Name)
hereto in any manner pertaining or relating to this Title: Marketing Manager
Agreement shall, to the extent permitted by law, be held
in Miami-Dade County, Florida. FRANCHISEE agrees
to accept service of process by U.S. certified or registered [SIGNATURES CONTINUE ON FOLLOWING PAGE]
mail, return receipt requested, of any summons and
complaint arising out of this Agreement.
22. FRANCHISEE Acknowledgements.
FRANCHISEE acknowledges (i) that its obligations
contained herein are in addition to its obligations
under FRANCHISEE’s Franchise Agreement(s) and

IS Program (Matching) Agreement FDD Template 3

Exhibit I1 (03/2022)
FRANCHISEE:

ACCEPTED & AGREED TO ON THIS

______ day of _______________, _______.

By:

____________________________________
Signature

_________________________________
(Print Name)

_____________________________________
Title

IS Program (Matching) Agreement FDD Template 4

Exhibit I1 (03/2022)
 BURGER KING CORPORATION
INVESTMENT SPENDING PROGRAM AGREEMENT
APPENDIX A
1

DMA Name:

Agreement Term: _______ month(s), beginning ________________ and ending _______________.

FRANCHISEE’s Additional Contribution. [BKC to insert the applicable FRANCHISEE

Additional Contribution description/formula. In no event will the description/formula exceed 2% of
the monthly gross sales of each Participating Restaurant and each Un-Owned Restaurant.] The sum of
this amount is FRANCHISEE’s Additional Contribution.

PAYMENT: BKC will calculate the payment due and bill FRANCHISEE. FRANCHISEE’s Additional Contribution is paid in
arrears and is due to BKC on the 10th day of each month during the Term. The first payment under the Investment Spending
Program is due __________________.

For purposes of this Agreement FRANCHISEE’s Participating Restaurants (the "Participating Restaurants") are as follows:

For purposes of this Agreement the Un-owned Restaurants as defined in Paragraph 10 are as follows:

4871-5917-7732, v. 2

IS Program Agreement Appendix A - FDD Template 5

Exhibit I1 (03/2022)
 BURGER KING CORPORATION
INVESTMENT SPENDING PROGRAM
MATCHING INCENTIVE FUND AGREEMENT
FOR MAJORITY CLAUSE RESTAURANTS

THIS INVESTMENT SPENDING PROGRAM from time to time (the “DMA Restaurant Population
AGREEMENT (“Agreement”) is by and between Base”). FRANCHISEE hereby acknowledges and agrees
BURGER KING CORPORATION (“BKC”) and the that under Section 9(B)(viii) of the Franchise Agreement,
undersigned (“FRANCHISEE”), with respect to the FRANCHISEE is obligated to participate in the
execution of local marketing programs (as outlined more Investment Spending Program Agreement in the event
fully below) to be conducted by BKC pursuant to the that its DMA reaches the Minimum Required
terms and conditions set forth below. BKC and Commitment. This agreement will only be binding upon
FRANCHISEE agree as follows: FRANCHISEE if the Minimum Required Commitment is
reached.
1. Investment Spending Programs. FRANCHISEE
recognizes that additional contributions (collectively 5. Matching Incentive Fund. BKC shall earmark funds
“Additional Contributions”) from U.S. franchisees of (the amount of which is specifically set forth in Appendix
BURGER KING® restaurants (“Owners”) in the A) from the BKC National Advertising Fund to support
Designated Market Area (“DMA”) set forth in “Appendix the DMA Programs implemented in each participating
A” (attached hereto and incorporated herein by this DMA (the “Matching Incentive Funds”). The calculation
reference) over and above the monthly advertising of the specific amount of funds that will be allocated from
contribution Owners are required to pay under their the Matching Incentive Fund to each participating DMA
franchise agreements (“Franchise Agreements”) with for its respective Investment Spending program shall be
BKC will be needed in order to pay for local marketing determined by BKC in its sole and absolute discretion.
programs (collectively the “DMA Programs”) for the The Matching Incentive Fund allocation shall be
DMA during the Term (defined below) of this determined for Participating Restaurants (set forth in
Agreement. FRANCHISEE hereby commits to support Appendix A) and Un-Owned Restaurants (as defined in
the DMA Programs during the Term and to make Paragraph 11 below and set forth in Appendix A)
FRANCHISEE’s Additional Contribution (defined in pursuant to the allocation criteria set forth in Appendix A.
Paragraph 6 below) to BKC pursuant to the terms and If there remains an unspent balance of Matching Incentive
conditions set forth herein. Accordingly, FRANCHISEE Funds at the end of the Term, such balance will be
hereby requests that BKC take such actions and make automatically returned and transferred to the BKC
such commitments as BKC determines to be reasonably National Advertising Fund.
necessary to implement the DMA Programs in the DMA
6. FRANCHISEE’s Additional Contribution. For each
during the Term. BKC hereby agrees to take such action
month during the Term, FRANCHISEE covenants and
and/or make such commitments as BKC determines to be
agrees to pay an Additional Contribution to BKC [BKC to
reasonably necessary to implement the DMA Programs in
insert the applicable FRANCHISEE Additional
the DMA during the Term, subject to the terms and
Contribution description/formula. In no event will the
conditions of this Agreement.
description/formula exceed 2% of the monthly gross sales
2. Effective Date. FRANCHISEE’s commitment to of each Participating Restaurant and each Un-Owned
make FRANCHISEE’s Additional Contribution to BKC Restaurant]. The sum of this amount is FRANCHISEE’s
shall become effective upon receipt by BKC of this Additional Contribution. The Additional Contribution
Agreement executed by or on behalf of FRANCHISEE. shall be calculated on a restaurant by restaurant basis, and
each Participating Restaurant (and Un-Owned Restaurant,
3. Term. The Term of this Agreement shall be as set
if applicable) shall be listed in Appendix A.
forth on “Appendix A”.
FRANCHISEE’s Additional Contribution is due and
4. Termination by BKC/Majority Clause Participation. payable to BKC as set forth in Appendix A on the 10th
Notwithstanding anything herein to the contrary, BKC day of each month during the Term. FRANCHISEE
reserves the right to terminate this Agreement to the covenants, contracts and agrees to pay FRANCHISEE’s
extent that BKC does not receive the Minimum Required Additional Contribution to BKC as specified herein for
Commitment. For purposes of this Agreement, the each of the Participating Restaurants (set forth in
“Minimum Required Commitment” is defined as at least Appendix A) and each of the Un-Owned Restaurants (as
66.7% of the adjusted population base of BURGER defined in Paragraph 11 below and set forth in Appendix
KING® restaurants in the DMA, as determined by BKC A), which sum shall be in addition to the advertising

IS Program (Matching) Agreement (Majority Clause) 1

FDD Template
Exhibit I1 (03/2022)
contribution required to be paid by FRANCHISEE under 11 below and set forth in Appendix A), FRANCHISEE
its Franchise Agreement(s) for the Participating shall remain personally liable for any FRANCHISEE’s
Restaurants and Un-Owned Restaurants. Additional Contribution promised pursuant to this
Agreement (in accordance with the Assignment and
7. Bad Debt Expenses. Should FRANCHISEE fail for
Transfer provisions of the relevant Franchise
any reason to make FRANCHISEE’s Additional
Agreement(s)) and as a condition to any such transfer
Contribution which FRANCHISEE has promised,
shall require the purchaser(s) of any of the Participating
contracted and agreed to pay herein, BKC, in its sole and
Restaurants and Un-Owned Restaurants be or become
absolute discretion may reduce the funds in the account
jointly and severally obligated for FRANCHISEE’s
established for the DMA in the like amount of
Additional Contribution.
FRANCHISEE’s failure to fulfill its payment obligations
as set forth herein. 11. Un-Owned Restaurants. FRANCHISEE
acknowledges that the Un-Owned Restaurants are not, as
8. Carry-Over Funds. Should there be any funds from
of the date of FRANCHISEE’s execution of this
the Additional Contributions, remaining at the end of the
Agreement, owned or operated by FRANCHISEE. The
Investment Spending Program Term, such funds shall be
Un-Owned Restaurants are either (a) the subject of a
credited to the BKC account established for the DMA and
Target Reservation Agreement between FRANCHISEE
will carryover to other local marketing programs for the
and BKC; (b) assigned an A# by BKC; (c) under
DMA ("Carryover Funds"). Only those Owners and BKC
construction with a valid BK#; (d) under contract to
(in the case of Company Restaurants, if any) that
FRANCHISEE pursuant to a binding purchase and sale
participate in the Investment Spending Program will be
agreement; or (e) being discussed with BKC as possible
eligible to participate in determining how Carryover
re-franchising candidates. In the event, the Un-Owned
Funds are spent. Upon expiration or sooner termination
Restaurants become open and operated pursuant to an
of this Agreement, should the total expenses and costs of
executed BURGER KING® Restaurant Franchise
this Investment Spending Program exceed the sum of all
Agreement in the name of FRANCHISEE during the
Additional Contributions paid by participating Owners
Term, then they shall be subject to the provisions of this
and BKC (for Company Restaurants, if any) in the DMA,
Agreement. In the event that any of the Un-Owned
FRANCHISEE will reimburse BKC for the amount of the
Restaurants are not opened and operated as stated above,
overspent DMA Program balance divided by the number
then this Agreement shall be null and void with no further
of participating BURGER KING® restaurants in the
effect with regard to those Un-Owned Restaurants only.
DMA (“FRANCHISEE’s Overspent Balance”). BKC
With regard to the Participating Restaurants and
will notify FRANCHISEE of the FRANCHISEE’s
applicable Un-Owned Restaurants, this Agreement shall,
Overspent Balance and payment by FRANCHISEE will
however, remain in full force and effect and shall be
be due to BKC no later than thirty (30) days from the
unaffected thereby
notification date. FRANCHISEE’s obligation to remit
payment to BKC for FRANCHISEE’s Overspent Balance 12. Representations, Warranties & Indemnities.
shall survive the sooner termination or expiration of this FRANCHISEE represents and warrants to BKC that (i) the
Agreement. person executing this Agreement on behalf of
FRANCHISEE is authorized to enter into and fully perform
9. Collections Costs. Should FRANCHISEE fail to make
this Agreement; and (ii) FRANCHISEE will fulfill
FRANCHISEE’s Additional Contribution which
FRANCHISEE’s obligations hereunder in accordance with
FRANCHISEE has promised, contracted and agreed to
all applicable federal, state or local laws or regulations.
pay herein for any reason, including but not limited to the
FRANCHISEE agrees to at all times, defend, indemnify
closure of a restaurant for which an Additional
and hold BKC, its parent corporation, affiliates,
Contribution is owed, FRANCHISEE shall, on demand
subsidiaries and the officers, directors, agents and
by BKC, pay in addition to FRANCHISEE’s Additional
employees of each, harmless from and against any and all
Contribution, all costs and expenses, including interest
claims, demands and causes of action, liability,
and reasonable attorneys’ fees, paid or incurred by BKC
judgments, damages, costs and expenses (including
in enforcing this Agreement. FRANCHISEE agrees that
reasonable attorneys’ fees) arising out of or based on any
its/his/her payment history pursuant to this Contract may
failure by FRANCHISEE to perform any of the
be released to other Owners in the DMA.
agreements, terms, covenants conditions, representations
10. Sale of Participating Restaurants. In the event or warranties of this Agreement to be performed by
FRANCHISEE transfers FRANCHISEE’s interest in any FRANCHISEE.
of the Participating Restaurants (as set forth in Appendix
13. Entire Agreement. The provisions contained herein
A) and Un-Owned Restaurants (as defined in Paragraph
constitute the entire Agreement between the parties hereto

IS Program (Matching) Agreement (Majority Clause) 2

FDD Template
Exhibit I1 (03/2022)
with respect to the subject matter hereof, and no statement in Miami-Dade County, Florida. FRANCHISEE agrees
or inducement with respect to the subject matter hereof by to accept service of process by U.S. certified or registered
either party hereto or by any agent or representative of mail, return receipt requested, of any summons and
either party hereto which is not contained in this complaint arising out of this Agreement.
Agreement shall be valid or binding between the parties
22. FRANCHISEE Acknowledgements.
14. Relationship of the Parties. The parties hereto are
FRANCHISEE acknowledges (i) that its obligations
independent contractors, and nothing in this Agreement
contained herein are in addition to its obligations
shall be deemed or construed to create, or have been
under FRANCHISEE’s Franchise Agreement(s) and
intended to create a partnership, joint venture,
any other agreements between FRANCHISEE and
employment or agency relationship between the parties
BKC and no amounts due under this Agreement will
hereto.
be covered under any Term Sheet, Triage Agreement,
15. Effect of Headings. The headings and subheading of Financial Assistance Agreement, or any other
the sections of this Agreement are inserted for agreement of any type or kind by which any monetary
convenience of reference only and shall not control or obligation of FRANCHISEE is waived, deferred or
affect the meaning or construction of any of the otherwise altered; (ii) that with respect to the DMA
agreements, terms, covenants and conditions of this Programs, FRANCHISEE is obligated to follow all
Agreement in any manner. policies of BKC, (iii) this Agreement covers funding for
the DMA Programs for the Term; and (iv) and the specific
16. Severability. If any term or provision of this
marketing tactics for the DMA Programs will be
Agreement shall be found to be void or contrary to law,
determined by a minimum of 66.7% of the Owners who
such term or provision shall, but only to the extent
agree to make the Additional Contributions.
necessary to bring this Agreement within the
requirements of law, be deemed to be severed from the 23. Survival. Notwithstanding termination or expiration
other terms and provisions hereof, and the remainder of of this Agreement for any reason whatsoever, the
this Agreement shall be given effect as if the parties had conditions and provisions of this Agreement that are
not included the severed term herein. intended to continue to survive, shall continue and
survive, including but not limited to paragraphs 7, 8, 9, 10
17. Amendments. No provision of this Agreement may
and 12-22.
be modified, waived or amended except by a written
instrument duly executed by each of the parties hereto. By entering into this Agreement, you expressly consent to
Any such modifications, waivers or amendments shall not transact business with BKC electronically and that,
require additional consideration to be effective. consistent with the Uniform Electronic Transactions Act,
and all other applicable state and federal laws, this
18. No Implied Waiver. Any failure on the part of either Agreement may be executed by electronic signatures.
party to insist upon the performance of this Agreement or The parties to this Agreement agree that the parties'
any part hereof shall not constitute a waiver of any right electronic signatures are intended to authenticate this
under this Agreement. writing and to have the same force and effect as the use of
19. Construction. This Agreement has been fully manual signatures and an electronically signed version of
this Agreement shall constitute an original for all
reviewed and negotiated by the parties hereto and their
purposes.
respective legal counsel. Accordingly, in interpreting this
Agreement, no weight shall be placed upon which party
Please indicate your acknowledgement and agreement to
hereto or its counsel drafted the provision being the foregoing by signing this Agreement in the space
interpreted. provided below.
20. Governing Law. This Agreement shall be governed
by, and construed in accordance with, the internal laws BURGER KING CORPORATION:
and decisions of the State of Florida, without reference to By:
its conflict of laws provisions. ______________________________________
Signature
21. Consent of Jurisdiction. BKC and FRANCHISEE ______________________________________
consent to the jurisdiction of the United States District (Print Name)
Court of the Southern District of Florida and any Title: Marketing Manager
proceeding arising between BKC and FRANCHISEE
hereto in any manner pertaining or relating to this
Agreement shall, to the extent permitted by law, be held

IS Program (Matching) Agreement (Majority Clause) 3

FDD Template
Exhibit I1 (03/2022)
FRANCHISEE:
ACCEPTED & AGREED TO ON THIS
______ day of _______________, _______.

By:
____________________________________
Signature
____________________________________
(Print Name)
____________________________________
Title

IS Program (Matching) Agreement (Majority Clause) 4

FDD Template
Exhibit I1 (03/2022)
 BURGER KING CORPORATION
INVESTMENT SPENDING PROGRAM AGREEMENT
APPENDIX A

DMA Name:

Agreement Term: _______ month(s), beginning ________________ and ending

_______________.

FRANCHISEE’s Additional Contribution. [BKC to insert the applicable FRANCHISEE

Additional Contribution description/formula. In no event will the description/formula exceed
2% of the monthly gross sales of each Participating Restaurant and each Un-Owned
Restaurant.] The sum of this amount is FRANCHISEE’s Additional Contribution.

PAYMENT: BKC will calculate the payment due and bill FRANCHISEE. FRANCHISEE’s Additional Contribution is
paid in arrears and is due to BKC on the 10th day of each month during the Term. The first payment under the Investment
Spending Program is due __________________.

For purposes of this Agreement FRANCHISEE’s Participating Restaurants (the "Participating Restaurants") are as follows:

For purposes of this Agreement the Un-owned Restaurants as defined in Paragraph 10 are as
follows:

4883-8352-1284, v. 2

IS Program Agreement Appendix A - FDD Template 5

Exhibit I1 (03/2022)
EXHIBIT J
[NOTE: THIS ADDENDUM IS TO BE USED AS AN ADDENDUM TO THE ENTITY FORM OF FRANCHISE
AGREEMENT ONLY WHEN A FRANCHISEE WITH CORPORATE OWNERSHIP IS EITHER ENTERING A
NEW FRANCHISE AGREEMENT OR SUCCESSORING AN EXISTING CORPORATE FORM FRANCHISE
AGREEMENT

A FRANCHISEE WITH CORPORATE FORM OF OWNERSHIP IS TYPICALLY LIMITED TO A COMPANY

WITH PUBLICLY-TRADED STOCK, OR A SUBSIDIARY OF A PUBLICLY-TRADED COMPANY, THAT
CONTROLS LOCATIONS NOT ACCESSIBLE (OR WITH LIMITED ACCESS) TO THE GENERAL
PUBLIC. THESE FRANCHISEES ARE TYPICALLY FOOD SERVICE COMPANIES THAT PROVIDE A
VARIETY OF CONTRACT FEEDING SERVICES IN A SINGLE "INSTITUTIONAL" LOCATION OR AT
MULTIPLE INSTITUTIONAL LOCATIONS, OR ARE LARGE NET WORTH COMPANIES WITH
DIVERSIFIED BUSINESS OWNERSHIP.]

CORPORATE ADDENDUM
BURGER KING® Restaurant #

This Corporate Addendum (“Corporate Addendum”) is made as of the _____ day of

_____________________, 20___, by and between Burger King Corporation, a Florida corporation (“BKC”),
and __________________________________________ (“Franchisee”).

This Corporate Addendum is part of the Franchise Agreement entered into by the parties on the same
date (the “Agreement”) under which Franchisee is licensed to own and operate the BURGER KING®
Restaurant to be located at the Location of the Franchised Restaurant set forth on the Key Contract Data page
of the Franchise Agreement, and commonly referred to as BK# ______ (the “Franchised Restaurant”). In the
event of any conflict between the terms of the Agreement and the terms of this Corporate Addendum, the terms
of this Corporate Addendum shall control.

1. FRANCHISEE REPRESENTATIONS. The following paragraphs replace Section 3 of the Agreement.

A. Holding Companies/Managing Owners. In the event that Franchisee is a direct or

indirect subsidiary of one or more companies (individually, a “Managing Owner” or “Owner” and collectively,
the “Managing Owners” or “Owners"), then the following additional terms and conditions apply:

(1) The Owners and the Franchisee represent and warrant to BKC that (i) the
companies listed on Exhibit B are the Owners and Managing Owners of Franchisee, (ii) Exhibit B contains a
complete list of the shareholders of each Owner on the date of this Agreement and that, unless otherwise
stated, these shareholders are the beneficial owners of their respective shares and of the identified Owner,
and (iii) each such shareholder has signed this Agreement.

(2) The Owners and the Franchisee represent and warrant to BKC that all of the
shares of stock in the Franchisee and in the Owners listed on Exhibit B are subject to all of the restrictions set
forth in Sections 15 (Assignment: Conditions and Limitations) and 16 (Right of First Refusal) hereof, including
the notice requirements under Section 15.E, the restriction on encumbrances under Sections 15.A, 15.B, 15.C,
and 15.D, and the right of first refusal under Section 16.

(3) The Owners and the Franchisee represent and warrant to BKC that the
Owners shall be bound by all of the provisions of Sections 11 (Limitations of Franchise), 12 (Unfair
Competition), and 19 (Restrictive Covenant) of this Agreement as if Owners were the Franchisee.

Corporate Addendum
Exhibit J (03/2022)
BK#_________

1
 In the event that Franchisee is a company with publicly-traded stock and not a subsidiary of
one or more companies, then Franchisee shall be deemed to be the “Owner” and “Managing Owner” for
purposes of this Agreement.

B. Profit Entitlement. Franchisee represents that it is entitled to receive any and all
profits derived from the operation of the Franchised Restaurant and will retain such rights throughout the Term.
Franchisee agrees that it has not and will not hereafter, directly or indirectly, avoid the financial interest
requirements and the direct operation requirements set forth above and in Section 3 below through entry into
a management agreement, consulting agreement or any other such artificial device or arrangement with
persons or entities other than the Managing Director (defined below). Franchisee agrees to furnish BKC with
such evidence as BKC may request from time to time for the purpose of assuring BKC that Franchisee’s efforts
and equity interest remain as represented in this Agreement.

C. Acknowledgement. Further, Franchisee acknowledges that material conditions

under which BKC is executing this Agreement are, among other things, the representations and covenants set
forth in this Section 1.

2. OWNERS. Exhibit B to the Agreement is hereby replaced with Exhibit B attached to this Corporate
Addendum.

3. MANAGEMENT OF FRANCHISED RESTAURANT. The following paragraphs replace Section 5.K

of the Agreement:

(1) Franchisee acknowledges its understanding of BKC's requirement that an

individual “Managing Director” approved by BKC, trained in the BURGER KING System and periodically
retrained in the BURGER KING System, be identified by Franchisee to BKC and be granted the authority by
Franchisee to direct any action necessary to ensure that the day-to-day operation of the Franchised Restaurant
is in compliance with the MOD Manual, with this Agreement, and with the terms of any lease and any other
agreements relating to the Franchised Restaurant. The Managing Director shall devote full time and best
efforts to the overall supervision of the Franchised Restaurant and any other BURGER KING Restaurants
owned by Franchisee as to which he/she is the Managing Director. The Managing Director shall live in the
general vicinity of the Franchised Restaurant and/or the majority of the Franchisee’s BURGER KING
Restaurants for which he/she is the approved Managing Director. The current Managing Director is designated
in Exhibit B. Franchisee represents and warrants that the Managing Director presently has and will have,
throughout the Term, the authority to direct any action necessary to ensure that the day-to-day operation of
the Franchised Restaurant is in compliance with the MOD Manual, with this Agreement, and with the terms of
any lease and any other agreements relating to the Franchised Restaurant. Franchisee has not taken and
agrees that it will not hereafter take, whether directly or indirectly, any action to avoid the authority requirement
for the Managing Director through the entry of limiting board resolutions, management agreements,
amendment of governing documents or any other similar device or arrangement. Franchisee agrees to furnish
BKC with such evidence as BKC may request from time to time for the purpose of assuring BKC that the
authority of the Managing Director remains as represented in this Agreement and to require that the Managing
Director attend such additional and periodic training as BKC may reasonably require of Managing Directors. If
the position of Managing Director becomes vacant for any reason, the vacancy shall be filled within sixty (60)
days by a new Managing Director trained in the BURGER KING System and approved by BKC.

(2) At all times during the Term of this Agreement, Franchisee shall employ at
least one (1) individual (the “Restaurant Manager”) who is responsible for the direct, personal supervision of
the Franchised Restaurant and who, within six (6) months after becoming Restaurant Manager, successfully
completes the training program described in Section 8.C.

(3) Franchisee acknowledges that there are many factors which may affect the
number of Restaurant Managers needed to operate Franchisee’s BURGER KING Restaurant(s) and that

Corporate Addendum
Exhibit J (03/2022)
BK#_________

2
Franchisee’s employment of the minimum number of Restaurant Managers specified herein does not, by itself,
assure compliance with the operating standards contained herein and in BKC's MOD Manual (defined below).

(4) Further, Franchisee acknowledges that material conditions under which BKC
is executing this Agreement are, among other things, the representations and covenants set forth in this
Section 5.

4. TRAINING. The following paragraphs replace Section 8 of the Agreement:

A. Managing Director/Restaurant Manager

The Franchised Restaurant shall not open unless the Managing Director and the Restaurant
Manager have successfully completed BKC's training program in Miami, Florida or at such other locations as
may be specified by BKC (the “Initial Training”). BKC may, in its sole discretion, waive the Initial Training
requirement for the Restaurant Manager. BKC shall provide, and the Managing Director shall attend,
continuing operations training programs from time to time as may be directed by BKC to re-enforce operational
standards (“Continuing Operations Training”). The required frequency, duration and subject matter of the
Continuing Operations Training shall be specified by BKC (the Initial Training and Continuing Operations
Training programs are hereinafter collectively referred to as “Training Programs”). BKC and the Franchisee
Advisory Council shall periodically review the Training Programs and BKC will consult with the Franchisee
Advisory Council prior to making any material changes to the Training Programs. Such programs may be in
Miami, Florida or at such other locations as may be specified by BKC.

B. Charges and Costs

Franchisee shall be responsible for reasonable charges and costs of any sort associated with
such training but not limited to all travel and living expenses, compensation of and worker's compensation
insurance for the attendees enrolled in the training program, any other personal expenses, course materials,
training facility charges, and training staff charges (if any). If the Managing Director fails to complete the
orientation session at the next scheduled session after opening or acquisition, as applicable, BKC may declare
Franchisee to be in default of this Agreement, in addition to its other rights under this Agreement.

C. Franchisee Training and Restaurant Staffing

Franchisee shall implement a training program for Franchised Restaurant employees in

accordance with training standards and procedures prescribed by BKC and shall staff the Franchised
Restaurant at all times during the Term of this Agreement with a sufficient number of trained employees
including at least one (1) Restaurant Manager who has, within six (6) months after becoming manager,
successfully completed BKC's training program for restaurant managers at an accredited location to ensure
that the BURGER KING operational standards are met. Requests for exemption from the manager training
requirement will be considered on an individual basis and will be granted only in those situations where the
employees have prior operational management experience in a BURGER KING Restaurant and demonstrate
to BKC a thorough knowledge and understanding of the BURGER KING System.

5. LIMITATIONS OF FRANCHISE. The following is added as Section 11.A(5) of the Agreement:

(5) Franchisee represents, warrants and agrees that it will not use, adopt or
transfer and will not allow any parent, subsidiary, Owner, Affiliate or other related person or entity to use, adopt,
or transfer any proprietary information, “know how”, expertise or operational format obtained with respect to
the BURGER KING System for purposes other than the operation of the Franchised Restaurant or other
BURGER KING Restaurant operated under franchises granted to Franchisee by BKC. The Franchisee
acknowledges that the proprietary information of BKC includes, without limitation, trade secrets, menus, food
preparation and distribution, operational systems and equipment layout.
Corporate Addendum
Exhibit J (03/2022)
BK#_________

3
6. ASSIGNMENT/TRANSFER: CONDITIONS AND LIMITATIONS. The following paragraphs replace
Section 15 of the Agreement:

A. Transfer by Franchisee

(1) Except with the prior written consent of an authorized officer of BKC as
provided in Section 15.F below, Franchisee shall not (a) directly or indirectly sell, assign, convey, give away,
or otherwise transfer its rights or obligations under this Agreement, or delegate any of its duties hereunder, (b)
sell, assign, transfer, convey or give away substantially all of the assets of the Franchised Restaurant, or (c)
sell, assign, transfer, convey or give away or otherwise grant or deliver any additional equity interests in the
Franchisee.

(2) No holder of shares of stock or other equity interests in the Franchisee, in any
Owner or in any Managing Owner shall directly or indirectly sell, assign, convey, give away, mortgage, pledge,
hypothecate, or otherwise transfer or encumber any legal or beneficial interest in such stock or equity interest
without the prior written consent of BKC.

(3) Except as provided in Section 15.D below, Franchisee shall not directly or
indirectly mortgage, pledge, hypothecate, give as collateral for an obligation, or otherwise encumber its rights
or obligations under this Agreement.

B. Notice of Proposed Transfer

In the event that the Franchisee seeks BKC's consent to a transfer prohibited under Section
15.A, the Franchisee shall notify BKC in writing of any proposed transfer of such an interest referred to in
Section 15.A, as applicable, before the proposed transfer is to take place, and shall provide such information
and documentation relating to the proposed transfer as BKC may reasonably require.

C. Right of First Refusal

(1) Any sale, attempted sale, assignment, or other transfer of the interests
described in Section 15.A without first giving BKC the right of first refusal described in Section 16 shall be void
and of no force and effect, and shall constitute an Event of Default under Section 18.A(19).

(2) If BKC does not exercise its option under Section 16, Franchisee may
conclude the sale to the purchaser who made the offer provided BKC's consent to the assignment or sale is
first obtained as provided in Section 15.F below.

D. Intercreditor Agreement

Notwithstanding the provisions of Section 15.A(3) above, Franchisee may only, with the
express written consent of BKC given in connection with the execution of BKC's then current form of third party
intercreditor agreement, pledge, mortgage, hypothecate, give as security for an obligation or in any manner
encumber this Agreement or the franchise granted herein. BKC shall be under no obligation to grant its consent
and may do so in its sole and absolute discretion. Franchisee shall pay BKC the Intercreditor Agreement
Transfer Fee set forth on the Key Contract Data page for the costs and expenses incurred by BKC in
connection with facilitating the execution of the intercreditor agreement (the “Intercreditor Agreement Transfer
Fee”).

E. No Waiver

BKC's consent to a transfer shall not constitute a waiver of any claims it may have against the
transferring party, nor shall it be deemed a waiver of BKC's right to demand exact compliance with any of the
Corporate Addendum
Exhibit J (03/2022)
BK#_________

4
terms of this Agreement by the transferor or transferee, or a waiver of its rights of first refusal regarding any
subsequent transaction.

F. BKC Consent to Transfer

BKC may impose reasonable conditions on its consent to the transfers contemplated in
Section 15.A(1) and (2) above. As provided in Section 15.D, BKC is under no obligation to consent to the
encumbrances contemplated in Section 15.A(3) above and may deny its consent to such encumbrances in its
sole discretion. Reasonable conditions in connection with a transfer of the Franchisee’s rights under this
Agreement, the transfer of substantially all of the Franchisee’s assets, or the delivery or grant of any additional
equity securities, all pursuant to Section 15.A above, shall include, without limitation, each of the following:

(1) All of Franchisee’s accrued monetary obligations and all other outstanding
obligations to BKC and its Affiliates, whether arising under this Agreement or otherwise, shall have been
satisfied at the time of the transfer;

(2) The Franchisee must not be in default under this Agreement or any other
agreement with BKC or its Affiliates at the time of transfer;

(3) The transferee (and, if applicable, all owners of the transferee), must
complete BKC's then current Franchisee application procedures and meet all of BKC's then current criteria for
approval as a BKC Franchisee, including financial, character, managerial, credit, operational, and legal
standards;

(4) The transferee (and, if applicable, all owners of the transferee) must at BKC's
option enter into (i) a written agreement, in a form acceptable to BKC, assuming (or guaranteeing) full
performance of all obligations of the Franchisee under this Agreement, (ii) a substitute Franchise Agreement,
for a term ending on the expiration date of this Agreement, which may include a form of franchise agreement
which is substantially different from this form and includes BKC's standard requirements regarding ownership,
transfer restrictions, and shareholder guarantees for franchisees of similar experience and financial resources,
and (iii) such ancillary agreements as BKC may require;

(5) The transferee (or, if applicable, such owners of the transferee as BKC may
request) meet all of the BKC requirements then applicable to ownership of franchises and execute a guarantee
of the performance of Franchisee’s obligations to BKC and BKC's Affiliates;

(6) The Franchisee (and, if applicable, each owner of the Franchisee) must
execute a general release, in a form acceptable to BKC, of any and all claims against BKC, its Affiliates, and
their respective officers, directors, agents, and employees;

(7) The transferee, its Managing Owner, its Managing Director, and its
Restaurant Manager must complete, at the transferee's expense, any applicable orientation and training
programs required by BKC at the time of transfer;

(8) The transferor must pay the Transfer Fee set forth on the Key Contract Data
page in consideration of BKC's expenses in reviewing the proposed transfer (the “Transfer Fee”). In the event
the prospective transferee is not an existing approved BURGER KING franchisee, Franchisee as transferor
shall pay BKC a New Franchisee Training Fee in the amount set forth as the New Franchisee Training Fee on
the Key Contract Data page in connection with the transfer of the first BURGER KING Restaurant involved in
the transaction (the “New Franchisee Training Fee”);

(9) BKC shall approve the terms and conditions of the sale which affect the
sufficiency of cash flow from the business after payment of debt service necessary for reinvestment in the
business for refurnishing, maintaining, and remodeling the Franchised Restaurant;
Corporate Addendum
Exhibit J (03/2022)
BK#_________

5
 (10) The transferee must meet with representatives of BKC in Miami, Florida,
U.S.A., or such other location as may be designated by BKC; and

(11) The articles of incorporation, the bylaws and each stock certificate of the new
franchisee, if applicable must at all times provide that the issuance and transfer of shares in the new franchisee
are restricted as provided above and may be done only in accordance with the terms and conditions of this
Agreement.

G. Right of First Refusal Regarding Purchase by Franchisee

Franchisee agrees that, prior to acquiring any other BURGER KING Restaurant franchise
which may be offered to it for sale or which it may offer to purchase, such franchise will first be offered to BKC
on the same terms, conditions and price. The provisions contained in Section 16 below shall apply in the event
Franchisee pursues the acquisition of any other BURGER KING franchise. If a purchase by Franchisee is
consummated, Franchisee further agrees to execute the then-current form of BURGER KING Restaurant
Franchise Agreement (Entity) for a term equal to the remaining term of the acquired franchise, except that
Royalty and Advertising Contribution shall be the same as are provided in the acquired franchise during such
remaining term.

H. Continuing Liability

In the event of a sale, transfer, or assignment of any interest in this Agreement or the
Franchised Restaurant, or merger, consolidation or reorganization of Franchisee or a transfer of all or any part
of an Owner's interest in the Franchised Restaurant, Franchisee and/or the Owner (hereinafter collectively
“Transferor”) shall remain personally liable for all Royalty, Advertising Contribution and other payments which
come due during the periods of time hereinafter described, in accordance with the following criteria:

(1) If Transferor has transferred Transferor's interest pursuant to a contract of

sale which provides that installment payments of the purchase price are to be made to the Transferor or the
Transferor's designee, the liability of the Transferor will continue for the longer of (i) twelve (12) months from
the date of the transfer, or (ii) such time as the payments are to be made, including any extensions; provided,
however, that after the first anniversary of such transfer, the liability of the Transferor shall be limited to the
total amount of the original installment payments to be made under the contract for sale or other instrument
evidencing the debt. If the holder of the note or other evidence of debt deems the obligation satisfied,
Transferor will simultaneously be released from liability to BKC under this Agreement for Royalty and
Advertising Contributions. Any contract for sale which provides for installment payments shall provide that
such payments are subordinate to the payment of Royalty and Advertising Contributions called for in this
Agreement and that the note or other evidence of the obligation shall not be assignable by the holder or payee.

(2) If Transferor has transferred Transferor's interest pursuant to a contract of

sale which provides for cash payment in full, upon transfer of the entire purchase price, the Transferor's liability
shall continue for a period of twelve (12) months from the date of the transfer, and shall be limited to the amount
of Royalty and Advertising Contributions which accrued during such period and are not paid by Transferee.
Upon payment of such amount, Transferor shall be automatically released for any continuing liability under this
Agreement for Royalty and Advertising Contributions.

I. Breach

Any purported assignment or transfer not in full compliance with this Section 15 shall be null
and void and shall constitute a material breach of this Agreement, for which BKC may immediately terminate
without opportunity to cure pursuant to Section 18.A of this Agreement.

Corporate Addendum
Exhibit J (03/2022)
BK#_________

6
7. RESTRICTIVE COVENANT. The following paragraph replaces Section 19 of the Agreement.

Franchisee covenants and agrees that during the Term of this Agreement, neither Franchisee, nor any
other person or entity including its parent, subsidiaries, Owners, Affiliates and sister companies who directly
or indirectly control more than 10% of the equity securities of the Franchisee, will own, operate or have any
direct or indirect interest (whether through stock ownership, partnership, trust, joint venture, management
agreement or otherwise) in any nationally or regionally branded hamburger business, except other franchised
BURGER KING Restaurants. Franchisee, for itself, and any other person or entity including its parent,
subsidiaries, Owners, Affiliates or sister companies and shareholders who directly or indirectly control more
than 10% of the equity securities of the Franchisee, further covenants and agrees that for a period of one (1)
year after any sale, assignment, transfer, termination or expiration of this Agreement, neither Franchisee nor
such persons or entities, will own, operate or have any direct or indirect interest (whether through stock
ownership, partnership, trust, joint venture, management agreement or otherwise) in any nationally or
regionally branded hamburger business either at or within two (2) miles of the Premises, except other
franchised BURGER KING Restaurants.

[Remainder of page intentionally left blank.]

Corporate Addendum
Exhibit J (03/2022)
BK#_________

7
 By entering into this Corporate Addendum, Franchisee expressly consents to transact business with
BKC electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Corporate Addendum may be executed by electronic signatures. The parties to
this Corporate Addendum agree that the parties' electronic signatures are intended to authenticate this writing
and to have the same force and effect as the use of manual signatures and an electronically signed version of
this Corporate Addendum shall constitute an original for all purposes.

This Corporate Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*,
a*

By:
Print Name:
Title:

OWNER/MANAGING OWNER:

*,
a*

By:
Print Name:
Title:

Corporate Addendum
Exhibit J (03/2022)
BK#_________

8
 EXHIBIT B

OWNERS

Franchisee represents, warrants, and covenants that the following information is true, correct,
and complete at all times during the Term of this Agreement:

1. The Owner(s) and Managing Owner(s) are as follows:

OWNER AND PHONE NUMBER AND ADDRESS

MANAGING OWNER

2. All of the registered owners of all issued and outstanding shares, membership interests, or other
equity of Owner(s) and Managing Owner(s) are set forth below (including the number and type of
shares, membership interests, or equity held by such owner):

SHAREHOLDERS/EQUITY HOLDERS NUMBER AND CATEGORY

3. The Managing Director is as follows:

MANAGING DIRECTOR PHONE NUMBER AND ADDRESS

4883-8312-8068, v. 2

Corporate Addendum
Exhibit J (03/2022)
BK#_________ 9
EXHIBIT K1
 MULTI-UNIT DIP 2022 PROGRAM ADDENDUM
TO
MULTIPLE TARGET RESERVATION AGREEMENT (NON-EXCLUSIVE)

2022 MULTI-UNIT NEW DEVELOPMENT INCENTIVE PROGRAM

This MULTI-UNIT DIP 2022 PROGRAM ADDENDUM TO MULTIPLE TARGET RESERVATION

AGREEMENT (NON-EXCLUSIVE) (“Addendum”) is made as of the _____ day of ____________________,
20___, by and between BURGER KING CORPORATION, a Florida corporation, (“BKC”), and
__________________________________________ (“Developer”) or its BKC approved affiliate.

This Addendum is part of the Multiple Target Reservation Agreement entered into by the parties
on ______________, 20__ (the “Agreement”) under which Developer is granted the right to develop
BURGER KING® restaurants within specific geographic areas as set forth in the Agreement and is
participating in BKC’s Multi-Unit Development Incentive Program designed to incentivize the opening of at
least three (3) to six (6) traditional and certain non-traditional new restaurants (excluding captive and
institutional locations) in BKC’s BKoT Image no later than September 30 of the Term Year listed on Exhibit
B (the “Program”). Developer, qualified to participate in the Program as determined by BKC with respect
to the Franchised Restaurants, has indicated a desire to participate in the Program for the number of
Franchised Restaurants listed below on the terms set forth in this Addendum. In the event of any conflicts
between the terms of the Agreement and the terms of this Addendum, the terms of this Addendum shall
control. This Addendum amends and supplements the Agreement, and all terms and conditions contained
therein remain in full force and effect, except as amended hereby:

1. DEFINITIONS. Any capitalized terms used but not defined herein have the meanings given
in the Agreement.

2. RESTAURANTS. For purposes of the Agreement and this Addendum, the term
“Franchised Restaurants” shall mean BURGER KING® restaurants opened in BKC’s BKoT Image.

3. DEVELOPMENT AND OPENING COMMITMENT SCHEDULE. Exhibit B attached to the

Agreement is hereby replaced with the Exhibit B attached to this Addendum and incorporated herein by
reference.

4. INCENTIVES; PROGRAM. Developer agrees to participate in the Program by opening

___________ (_____) new Franchised Restaurants (excluding captive and institutional locations) in the
BKoT Image of BKC, as more fully set forth on the Development and Opening Commitment Schedule. For
each Franchised Restaurant opened by Developer under the Agreement, Developer shall be entitled to the
following financial incentives:

(a) Royalty.

Except as provided in Sections 5 and 6, the royalty rate for each Franchised
Restaurant that Developer opens under the Agreement shall be as follows:

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 and After

Royalty Royalty Royalty Royalty Royalty Royalty

2.5% 3.0% 3.5% 3.5% 4.0% 4.5%

2022 Multi-Unit DIP Program Addendum to Multiple Target Reservation Agreement (Non-Exclusive)
Exhibit K1 (03/2022)

1
 (b) Advertising Contribution.

Except as provided in Sections 5 and 6, the advertising contribution for

each Franchised Restaurant that Developer opens under the Agreement shall be as follows:

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 and After

Advertising Advertising Advertising Advertising Advertising Advertising
Contribution Contribution Contribution Contribution Contribution Contribution

2.0% 2.5% 3.0% 3.0% 3.5% 4.0%

(c) Multi-Unit DIP 2022 Addendum.

Prior to the opening of each Franchised Restaurant, BKC shall furnish to

Developer its current form of franchise agreement and, provided Developer has complied with the
terms and conditions of this Addendum, BKC shall provide a Multi-Unit DIP 2022 Addendum for
such Franchised Restaurant, reflecting the terms and conditions specified in this Addendum.

5. OPENING FAILURES. The following paragraph replaces Section 6.2 of the Agreement:

6.2 Cure of Development and Opening Commitment Schedule

Default. If Developer commits an Event of Default under this Agreement for failure
to meet any Development and Opening Commitment Schedule deadlines in any
applicable Term Year listed on Exhibit B, Developer may cure such Event of
Default as provided in this Section 6.2 so long as Developer has at least one (1)
Franchised Restaurant yet to be developed under this Agreement in addition to the
Franchised Restaurant that has not been timely and successfully opened as
required by this Agreement (the “Opening Failure”).

(a) BKC shall extend the date to open such Franchised

Restaurant that Developer failed to timely and successfully open to
December 31 of the Term Year in which the Opening Failure occurred (the
“Extended Opening Date”). If the Franchised Restaurant is opened by the
Extended Opening Date, Developer shall receive the benefit of the
reduced royalty rate and advertising contribution set forth in Section 4(a)
and 4(b) and the Franchise Fee Deposit (if applicable) will be applied
against the franchise fee.

(b) If Developer fails to timely and successfully open such

Franchised Restaurant by the Extended Opening Date, Developer shall
forfeit all unused Franchise Fee Deposits paid, pay the standard Franchise
Fee due, and the royalty rate and advertising contribution for such
Franchised Restaurant shall be the then current royalty rate and
advertising contribution, until the end of the franchise term. Further, failure
to open that Restaurant by the Extended Opening Date shall constitute a
second (2nd) Opening Failure under Section 6.2(c).

(c) Upon a second (2nd) Opening Failure (even if the first

(1st) Opening Failure is cured as provided in Section 6.2(a)), Developer
shall not be entitled to any rights to cure as set forth in this Agreement,
this Agreement shall terminate immediately without further notice to

2022 Multi-Unit DIP Program Addendum to Multiple Target Reservation Agreement (Non-Exclusive)
Exhibit K1 (03/2022)

2
 Developer. Accordingly, Developer shall forfeit all amounts paid under this
Agreement, and the royalty rate and advertising contribution for any
existing Franchised Restaurants opened under this Agreement shall revert
to the then current royalty rate and advertising contribution until the
expiration of the franchise term.

By entering into this Addendum, Developer expressly consents to transact business with BKC electronically
and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and federal
laws, this Addendum may be executed by electronic signatures. The parties to this Addendum agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and
effect as the use of manual signatures and an electronically signed version of this Addendum shall
constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

DEVELOPER

*,
a*

By:
*, Managing Owner

OR

, individually

2022 Multi-Unit DIP Program Addendum to Multiple Target Reservation Agreement (Non-Exclusive)
Exhibit K1 (03/2022)

3
 EXHIBIT B
DEVELOPMENT AND OPENING COMMITMENT SCHEDULE

Openings: Developer must open a total of new Franchised Restaurants in the

designated Target Areas in accordance with the following schedule:

ANNUAL CUMULATIVE Site Construction

BEGINNING AND
TERM OPENING OPENING Approval Approval Due
END DATE
TARGET TARGET Due Date Date
Year 1 01/01/__ to 09/30/__

Year 2 01/01/__ to 09/30/__

Year 3 01/01/__ to 09/30/__

Franchise Fee Deposit Due: $ ($50,000.00 per new Franchised Restaurant

committed in Year 1 and Year 3 under this Agreement)

This Exhibit does not constitute BKC approval. Written Target Area Clearance is required as described in
the Agreement.

4853-9573-5044, v. 2

2022 Multi-Unit DIP Program Addendum to Multiple Target Reservation Agreement (Non-Exclusive)
Exhibit K1 (03/2022)

4
EXHIBIT K2
 MULTI-UNIT DIP 2017 - 2022 ADDENDUM
MULTI-UNIT DEVELOPMENT INCENTIVE PROGRAM

BURGER KING® Restaurant #

This MULTI-UNIT DIP 2017 - 2022 ADDENDUM (“Addendum”) is made as of the _____ day of
____________________, 20___, by and between the undersigned parties.

This Addendum is part of the Franchise Agreement entered into by the parties on the same date
herewith (the “Agreement”) under which Franchisee is licensed to own and operate the BURGER KING®
Restaurant to be located at the Location of Franchised Restaurant on the Key Contract Data page of the
Franchise Agreement, and commonly referred to as BK# ______ (the “Franchised Restaurant”). In the
event of any conflicts between the terms of the Agreement and the terms of this Addendum, the terms of
this Addendum shall control. This Addendum amends and supplements the Agreement, and all terms and
conditions contained therein remain in full force and effect, except as amended hereby:

1. DEFINITIONS. Any capitalized terms used but not defined herein have the meanings given
in the Agreement.

2. ROYALTY. The following paragraphs replace Section 9.A. of the Agreement:

During the Term of this Agreement, Franchisee agrees to pay to BKC a royalty
(“Royalty”) for the use of the BURGER KING System and the BURGER KING Marks.
Royalties shall be paid monthly by the tenth (10th) day of each month based upon Gross
Sales for the preceding month. The percentage of Gross Sales payable as a Royalty shall
be as follows:

For the period beginning __________________ _____, 20_____ and ending

__________________ _____, 20_____, Franchisee shall pay BKC Royalties equal to
______% of Gross Sales.

For the period beginning __________________ _____, 20_____ and ending

__________________ _____, 20_____, Franchisee shall pay BKC Royalties equal to
______% of Gross Sales.

[** For the period beginning __________________ _____, 20_____ and ending
__________________ _____, 20_____, Franchisee shall pay BKC Royalties equal to
______% of Gross Sales.

For the period beginning __________________ _____, 20_____ and ending

__________________ _____, 20_____, Franchisee shall pay BKC Royalties equal to
______% of Gross Sales. **]

For the period beginning __________________ _____, 20_____ and until the end
of the Term, Franchisee shall pay BKC Royalties equal to 4.5% of Gross Sales.

3. ADVERTISING CONTRIBUTION. The following paragraphs replace Section

9.B.i. of the Agreement:

(i) Franchisee shall pay to BKC an advertising contribution equal to a

percentage of Gross Sales monthly by the tenth (10th) day of each month based upon
Gross Sales for the preceding month (“Advertising Contribution”). The percentage of Gross
Sales payable as an Advertising Contribution shall be as follows:

Multi-Unit DIP 2017 - 2022 Addendum

Exhibit K2 (03/2022)
BK#_________

1
 For the period beginning __________________ _____, 20_____ and ending
__________________ _____, 20_____, Franchisee shall pay BKC Advertising
Contributions equal to ______% of Gross Sales.

For the period beginning __________________ _____, 20_____ and ending

__________________ _____, 20_____, Franchisee shall pay BKC Advertising
Contributions equal to ______% of Gross Sales.

For the period beginning __________________ _____, 20_____ and ending

__________________ _____, 20_____, Franchisee shall pay BKC Advertising
Contributions equal to ______% of Gross Sales.

For the period beginning __________________ _____, 20_____ and ending

__________________ _____, 20_____, Franchisee shall pay BKC Advertising
Contributions equal to ______% of Gross Sales.

For the period beginning __________________ _____, 20_____ and until the end
of the Term, Franchisee shall pay BKC Advertising Contributions equal to 4.0% of Gross
Sales.

This sum, less direct administrative expenses, will be used for (a) market research
expenditures directly related to the development and evaluation of the effectiveness of
Advertising and sales promotions, (b) creative, production and other costs incurred in
connection with the development of Advertising, sales promotions and public relations (as
limited by Section (vi) below), both in the market area of the Franchised Restaurant, as
reasonably defined from time to time by BKC, and on a national basis and (c) various
methods of delivering the Advertising or promotional message, including without limitation,
television, radio, outdoor and print ("Media"). The allocation of the Advertising Contribution
between national, regional and local expenditures shall made by BKC in its sole business
judgment.

[** If 2017 – 2019 Multi-Unit DIP Program:

4. CROSS-DEFAULT. Notwithstanding anything to the contrary in Sections 2 and 3, if
Franchisee failed on two (2) or more occasions to timely and successfully open a “Franchised Restaurant”
(as defined in that certain Multiple Target Reservation Agreement between the parties dated
_______________, 20___ (the “MTRA”)) as required by the MTRA and any addendum thereto (the
“Opening Failure”), then, with respect to the Franchised Restaurant under the Agreement, the Royalty shall
equal 4.5% of Gross Sales and the Advertising Contribution shall equal 4.0% of Gross Sales until the end
of the Term, effective upon the second (2nd) Opening Failure.
**]
[** If 2020 – 2022 Multi-Unit DIP Program:
4. CROSS-DEFAULT. Notwithstanding anything to the contrary in Sections 2 and 3, if
Franchisee failed on two (2) occasions (the “Opening Failure”) to timely and successfully open a
“Franchised Restaurant” (as defined in that certain Multiple Target Reservation Agreement between the
parties dated _______________, 20___ (the “MTRA”)) as required by the MTRA and any addendum
thereto, then, with respect to the Franchised Restaurant under the Agreement, effective upon the second
(2nd) Opening Failure the Royalty and Advertising Contribution shall be the then current Royalty and
Advertising Contribution set forth in BKC’s Franchise Disclosure Document until the end of the Term,
**]

Multi-Unit DIP 2017 - 2022 Addendum

Exhibit K2 (03/2022)
BK#_________

2
[** If Franchise Agreement (Individual/Owner-Operator):

By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

**]

Multi-Unit DIP 2017 - 2022 Addendum

Exhibit K2 (03/2022)
BK#_________

3
[** If Franchise Agreement (Entity):

By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*,
a*

By:
*, Managing Owner
**]

4867-8785-0756, v. 2

Multi-Unit DIP 2017 - 2022 Addendum

Exhibit K2 (03/2022)
BK#_________

4
EXHIBIT K3
 ORGANIC GROWTH PROGRAM
ADDENDUM TO
TARGET RESERVATION AGREEMENT (NON-EXCLUSIVE)

This ORGANIC GROWTH PROGRAM ADDENDUM TO TARGET RESERVATION AGREEMENT

(NON-EXCLUSIVE) (“Addendum”) is made as of the _____ day of ____________________, 20___, by
and between BURGER KING CORPORATION, a Florida corporation, (“BKC”), and
__________________________________________ (“Developer”) or its BKC approved affiliate.

This Addendum is part of the Target Reservation Agreement entered into by the parties on
______________, 20__ (the “Agreement”) under which Developer is granted the right to develop a
BURGER KING® Restaurant within the specific geographic area as set forth in the Agreement and is
participating in BKC’s 2021 Organic Growth Incentive Program designed to incentivize the opening of a
traditional or a certain non-traditional new restaurant (excluding captive, institutional, and delivery only
locations) in BKC’s BKoT Image between January 1, 2021 and December 31, 2021 (the “Program”).
Developer, qualified to participate in the Program as determined by BKC with respect to the Franchised
Restaurant, has indicated a desire to participate in the Program for the Franchised Restaurant on the terms
set forth in this Addendum. In the event of any conflicts between the terms of the Agreement and the terms
of this Addendum, the terms of this Addendum shall control. This Addendum amends and supplements
the Agreement, and all terms and conditions contained therein remain in full force and effect, except as
amended hereby:

1. DEFINITIONS. Any capitalized terms used but not defined herein have the meanings given
in the Agreement.

2. RESTAURANT. For purposes of the Agreement and this Addendum, the term “Franchised
Restaurant” shall mean a BURGER KING® Restaurant opened in BKC’s BKoT Image.

3. OPENING DEADLINE SCHEDULE. The following paragraph replaces Section 2.1 of the
Agreement.

2.1 Opening Deadline Schedule. Developer must apply for and obtain (i) Franchise
Approval (as defined herein) in accordance with the provisions of Section 4.2, (ii) Site Approval (as defined
herein) in accordance with the provisions of Section 4.3, (iii) Construction Approval (as defined herein) in
accordance with the provisions of Section 4.5, and (iv) the required permits, and shall construct, open and
operate the new Franchised Restaurant within the Target Area on Exhibit A no later than December 31,
2021 (the "Opening Deadline"). Developer may ask BKC to extend the Opening Deadline, but BKC is under
no obligation to do so.

4. DEPOSIT. Article V of the Agreement is hereby deleted in its entirety and replaced with
the following.

ARTICLE V: ORGANIC GROWTH PROGRAM

5.1 Incentive; Program. Developer agrees to participate in the Program by opening

a new Franchised Restaurant (excluding captive, institutional and delivery only locations) in the BKoT
Image of BKC between January 1, 2021 and December 31, 2021. For the Franchised Restaurant opened
by Developer under this Agreement, Developer shall be entitled to the following financial incentives

(a) Franchise Fee.

Except as provided in Section 6 of the Agreement, the franchise fee for the
Franchised Restaurant that Developer opens under the Agreement shall be Ten Thousand Dollars
($10,000) (the “Initial Franchise Fee”).

2021 Organic Developer Incentive Program Addendum to Target Reservation Agreement (Non-Exclusive)
Exhibit K3 (03/2022)
1
 (b) Advertising Contribution.

Except as provided in Section 6 of the Agreement, for the Franchised Restaurant

that Developer opens under the Agreement, Developer shall receive a monthly credit equal to one
percent (1.0%) of Gross Sales from BKC’s standard four percent (4%) advertising contribution
commencing on the date the Franchised Restaurant opens for business and ending three (3) years
thereafter. During such period, the yearly advertising contribution credit shall not exceed Fifteen
Thousand Dollars ($15,000) in each year. The foregoing advertising contribution credit annual
maximums are non-cumulative such that any unused credit amount would not roll over to the next
year of the term.

(c) Franchise Agreement.

Prior to the opening of the Franchised Restaurant, BKC shall furnish to Developer
its current form of franchise agreement and, provided Developer has complied with the terms and
conditions of the Agreement and this Addendum, BKC shall provide an Organic Growth Addendum
to Franchise Agreement for the Franchised Restaurant, reflecting the terms and conditions specified
in this Addendum.

5. OPENING FAILURE. Section 6.2 of the Agreement is amended to add the following
sentence at the end of such Section:

Notwithstanding the cure of any such Event of Default, Developer shall not receive the
financial incentives set forth in this Addendum. Developer shall pay the then current Initial Franchise Fee
and the advertising contribution for such Franchised Restaurant shall be the then current advertising
contribution, until the end of the franchise term for such Franchised Restaurant.

[This space left intentionally blank]

2021 Organic Developer Incentive Program Addendum to Target Reservation Agreement (Non-Exclusive)
Exhibit K3 (03/2022)
2
By entering into this Addendum, Developer expressly consents to transact business with BKC electronically
and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and federal
laws, this Addendum may be executed by electronic signatures. The parties to this Addendum agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and
effect as the use of manual signatures and an electronically signed version of this Addendum shall
constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

DEVELOPER

*,
a*

By:
*, Managing Owner

OR

, individually

4854-7503-3860, v. 2

2021 Organic Developer Incentive Program Addendum to Target Reservation Agreement (Non-Exclusive)
Exhibit K3 (03/2022)
3
EXHIBIT K4
 2022 ORGANIC DEVELOPER INCENTIVE PROGRAM ADDENDUM

BURGER KING® Restaurant #

This 2022 ORGANIC DEVELOPER INCENTIVE PROGRAM ADDENDUM (“Addendum”) is made

as of the _____ day of ____________________, 20___, by and between the undersigned parties.

This Addendum is part of the Franchise Agreement entered into by the parties on the same date
herewith (the “Agreement”) under which Franchisee is licensed to own and operate the BURGER KING®
Restaurant to be located at the Location of Franchised Restaurant on the Key Contract Data page of the
Franchise Agreement, and commonly referred to as BK# ______ (the “Franchised Restaurant”). In the
event of any conflicts between the terms of the Agreement and the terms of this Addendum, the terms of
this Addendum shall control. This Addendum amends and supplements the Agreement, and all terms and
conditions contained therein remain in full force and effect, except as amended hereby:

1. DEFINITIONS. Any capitalized terms used but not defined herein have the meanings given
in the Agreement.

2. FRANCHISE FEE: INITIAL OBLIGATIONS. The following paragraphs replace Section 2

of the Agreement:

Franchisee acknowledges that the grant of this franchise constitutes the consideration for
the payment by Franchisee to BKC of Ten Thousand Dollars ($10,000) (the “Initial Franchise Fee”), which
sum shall be fully earned by BKC.

3. ADVERTISING CONTRIBUTION. The following paragraphs replace Section 9.B.i. of the

Agreement:

(i) Franchisee shall pay to BKC an advertising contribution equal to the percentage
of monthly Gross Sales set forth below by the tenth (10th) day of each month based upon Franchisee’s
Gross Sales for the preceding month (the “Advertising Contribution”). This sum, less direct administrative
expenses, will be used for (a) market research expenditures directly related to the development and
evaluation of the effectiveness of Advertising and sales promotions, (b) creative, production and other costs
incurred in connection with the development of Advertising, sales promotions and public relations (as limited
by Section (vi) below), both in the market area of the Franchised Restaurant, as reasonably defined from
time to time by BKC, and on a national basis and (c) various methods of delivering the Advertising or
promotional message, including without limitation, television, radio, outdoor and print (“Media”). The
allocation of the Advertising Contribution between national, regional and local expenditures shall made by
BKC in its sole business judgment. The percentage of Gross Sales payable as Advertising Contribution
shall be as follows:

a) For the period beginning on the Commencement Date and continuing until
the end of the Term, Franchisee shall pay to BKC an Advertising Contribution equal to four percent (4.0%)
of Gross Sales.

b) For the period beginning on the Commencement Date and ending three
(3) years thereafter, Franchisee shall receive a monthly credit equal to one percent (1.0%) of Gross Sales
from the Advertising Contribution (the “Yearly Advertising Contribution Credit”). During such period, the
Yearly Advertising Contribution Credit shall not exceed Fifteen Thousand Dollars ($15,000) in each year.
The foregoing Yearly Advertising Contribution Credit annual maximums are non-cumulative such that any
unused credit amount would not roll over to the next year of the term.

2021 Organic Developer Incentive Program Addendum to Franchise Agreement

Exhibit K4 (03/2022)
BK#_________

1
[** If Franchise Agreement (Individual/Owner-Operator):

By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

**]

2021 Organic Developer Incentive Program Addendum to Franchise Agreement

Exhibit K4 (03/2022)
BK#_________

2
[** If Franchise Agreement (Entity):

By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*,
a*

By:
*, Managing Owner
**]

4881-2039-4244, v. 2

2021 Organic Developer Incentive Program Addendum to Franchise Agreement

Exhibit K4 (03/2022)
BK#_________

4
EXHIBIT L1
 FRANCHISE AGREEMENT ADDENDUM
BURGER KING OF TOMORROW (“BKoT”) – FULL REMODEL
INCENTIVE PROGRAM

BURGER KING® Restaurant #

This BKoT FULL REMODEL INCENTIVE FRANCHISE AGREEMENT ADDENDUM (“Addendum”)

is made as of the _____ day of ____________________, 20___, by and between the undersigned parties.

This Addendum is part of the Franchise Agreement entered into by the parties on the same date
herewith (the “Agreement”) under which Franchisee is licensed to own and operate the BURGER KING®
Restaurant to be located at the Location of Franchised Restaurant on the Key Contract Data page of the
Agreement, and commonly referred to as BK# ______ (the “Franchised Restaurant”). In the event of any
conflicts between the terms of the Agreement and the terms of this Addendum, the terms of this Addendum
shall control. This Addendum amends and supplements the Agreement, and all terms and conditions
contained therein remain in full force and effect, except as amended hereby:

1. DEFINITIONS. Any capitalized terms used but not defined herein have the meanings given
in the Agreement.

2. BACKGROUND AND PURPOSE. This Addendum is being executed in order to modify

certain provisions of the Franchise Agreement as necessary to reflect accurately the terms on which a
franchise is being granted to Franchisee. Franchisee acknowledges that, as of the date of this Addendum,
the BKoT Remodel (as defined below) of the Franchised Restaurant has not been completed, and that this
Addendum reflects material conditions to the grant of the franchise to Franchisee.

3. BKoT REMODEL REQUIREMENTS. Franchisee acknowledges and agrees that

Franchisee is required to complete certain renovations, repairs, replacements, remodelings and/or
rebuildings of the Franchised Restaurant that will conform the Franchised Restaurant with the standards
as specified in the Scope of Work attached hereto as Exhibit “A” to this Addendum (the "BKoT Remodel").
Franchisee acknowledges and agrees that completion of the BKoT Remodel in accordance with the Scope
of Work is a material consideration for and inducement to BKC to enter into the Franchise Agreement and
this Addendum. Franchisee agrees to complete the BKoT Remodel in a professional, workmanlike manner
in accordance with BKC and industry standards, and to complete the BKoT Remodel in its entirety no later
than November 30, 20____ (the "BKoT Remodel Completion Date"). If Franchisee is unable to include a
Double Drive at the Franchised Restaurant due to Franchisee’s inability to; (a) obtain permitting from the
appropriate government agency, (b) obtain approval from Franchisee’s landlord, or (c) accommodate the
Double Drive Thru due to site restrictions at the Franchised Restaurant, Franchisee shall timely submit to
BKC a request for an exception along with evidence satisfactory to BKC in its sole and absolute discretion
supporting such exception request (the “Double Drive Thru Exception”). If BKC, in its sole and absolute
discretion, approves the Double Drive Thru Exception, Franchisee’s royalty credit and advertising
contribution credit shall be reduced as set forth in this Addendum. Franchisee further agrees that equitable
relief requiring the performance of Franchisee’s obligations under this Addendum would be appropriate in
the event that Franchisee fails to comply with its obligations herein, and that in the event of Franchisee’s
noncompliance, BKC shall be entitled to such relief without bond and to recover all costs of enforcement of
Franchisee’s obligations under this Addendum, including without limitation its attorneys’ fees and costs.
Equitable relief will be in addition to and will not preclude other remedies. Failure to complete the BKoT
Remodel in its entirety, as determined by BKC, by the BKoT Remodel Cure Period as defined in Section 8
of this Addendum shall be a material default under and cause for termination of the Franchise Agreement.

4. FRANCHISE GRANT: TERM AND LOCATION. BKC grants to Franchisee and

Franchisee accepts a franchise to use the BURGER KING System and the BURGER KING Marks only in
the operation of a BURGER KING Restaurant at the location described on the Key Contract Data page
attached to this Agreement and incorporated by reference herein, more fully described in Exhibit A of the
Agreement (the “Franchised Restaurant”), (the term “Franchised Restaurant” includes the real estate

BKoT Full Incentive Program Franchise Agreement Addendum

Exhibit L1 (03/2022)
BK#_________ 1
described on Exhibit A of the Agreement (the “Premises”), the restaurant “Building” and all “Improvements”
constructed thereon wherever the context permits or requires). Notwithstanding anything to the contrary
contained in Section 1 of the Agreement, the term of the Agreement commences on __________________
______, 20_____ (the “Commencement Date”) and shall expire __________________ ______, 20_____
(the “Term”) unless sooner terminated in accordance with the provisions of the Agreement. Franchisee
agrees to operate the Franchised Restaurant at the specified location for the entire Term. Franchisee
accepts this franchise with the full and complete understanding that the franchise grant contains no promise
or assurance of renewal. The sole and entire conditions under which Franchisee will have the opportunity
of obtaining a Successor BURGER KING Franchise Agreement at expiration are those set forth in Section
17 of the Agreement. This franchise is for the specified location only and does not in any way grant or imply
any area, market or territorial rights proprietary to Franchisee. Notwithstanding anything set forth above, if
Franchisee continues to operate the Franchised Restaurant after the end of the Term and does not obtain
a Successor BURGER KING Franchise Agreement in accordance with Section 17 of the Agreement,
Franchisee shall be deemed to be operating such Franchised Restaurant on a month-to-month basis under
the terms and conditions of the Agreement and BKC may terminate the Agreement at any time after the
end of the Term upon thirty (30) days prior written notice.

5. CURRENT IMAGE. Notwithstanding anything contained in Section 5.B.2 of the Agreement

to the contrary, by the end of the tenth (10th) year of the Term, Franchisee shall improve, alter and remodel
the interior and exterior of the Franchised Restaurant, as generally described on Exhibit B to this Addendum
(which guidelines BKC may change from time-to-time to reflect the Current Image of BKC then in effect),
to bring the Franchised Restaurant into conformance with such Current Image then in effect (the
“Interior/Exterior Refresh”). This Interior/Exterior Refresh shall qualify as the Current Image remodel
referenced and required in Section 5.B.2 of the Agreement.

[** Remove if not eligible for Royalty reduction:

6. ROYALTY. The following paragraphs replace Section 9.A of the Agreement:

During the Term of this Agreement, Franchisee agrees to pay to BKC, for the use of the
BURGER KING System and the BURGER KING Marks during the Term, a royalty (“Royalty”) equal to a
percentage of Gross Sales. Royalties shall be paid monthly by the tenth (10th) day of each month based
upon Gross Sales for the preceding month. The percentage of Gross Sales payable as a Royalty shall be
as follows:

(i) For the period commencing on ________________ and ending on

__________________, Franchisee shall pay BKC a Royalty equal to _____% of Gross Sales.

[** Use if spans multiple stepping periods:

(ii) For the period commencing on ________________ and ending on
__________________, Franchisee shall pay BKC a Royalty equal to _____% of Gross Sales.
**]

(iii) If BKC confirms that Franchisee has completed the BKoT Remodel of the
Franchised Restaurant to BKC’s standards, then Franchisee shall receive a monthly credit equal to _____%
of Gross Sales commencing on the month after the BKoT Remodel is approved by BKC and ending _____
(___) years thereafter (the “Yearly Royalty Credits”). During such period, the Yearly Royalty Credits shall
not exceed $________ in each year. If the Double Drive Thru Exception is approved by BKC, the Yearly
Royalty Credits shall be reduced by ___ (__) years. The foregoing Yearly Royalty Credits cap is non-
cumulative such that any outstanding amount not used will not roll over to the next year of the term.

[** Use if time remains under term of previous franchise agreement and Royalty was
below 4.5%:

BKoT Full Incentive Program Franchise Agreement Addendum

Exhibit L1 (03/2022)
BK#_________ 2
 (iv) For the period commencing on ________________ and ending on
__________________, Franchisee shall pay BKC a Royalty equal to _____% of Gross Sales.
**]

(v) For the balance of the Term, and ending on the expiration of the Term, Franchisee
shall pay BKC a Royalty equal to 4.5% of Gross Sales.
**]

7. ADVERTISING CONTRIBUTION. The following paragraphs replace Section 9.B.i of the

Agreement:

(i) During the Term of this Agreement, Franchisee agrees to pay BKC an advertising
contribution equal to a percentage of Gross Sales (the “Advertising Contribution”). The Advertising
Contribution shall be paid monthly by the tenth (10th) day of each month based upon Franchisee’s Gross
Sales for the preceding month. This sum, less direct administrative expenses, will be used for (a) market
research expenditures directly related to the development and evaluation of the effectiveness of Advertising
and sales promotions, (b) creative, production and other costs incurred in connection with the development
of Advertising, sales promotions and public relations (as limited by Section (vi) below), both in the market
area of the Franchised Restaurant, as reasonably defined from time to time by BKC, and on a national
basis, and (c) various methods of delivering the Advertising or promotional message, including without
limitation, television, radio, outdoor and print ("Media"). The allocation of the Advertising Contribution
between national, regional and local expenditures shall be made by BKC in its sole business judgment.
The Advertising Contribution shall be as follows:

(a) For the period commencing on ________________ and ending on

__________________, Franchisee shall pay BKC an Advertising Contribution equal to _____% of Gross
Sales.

[** Use if spans multiple stepping periods:

(b) For the period commencing on ________________ and ending on
__________________, Franchisee shall pay BKC an Advertising Contribution equal to _____% of Gross
Sales.
**]

(c) If BKC confirms that Franchisee has completed the BKoT Remodel of the
Franchised Restaurant to BKC’s standards, then Franchisee shall receive a monthly credit equal to _____%
of Gross Sales commencing on the month after the BKoT Remodel is approved by BKC and ending ____
(___) years thereafter (the “Yearly Advertising Contribution Credit”). During such period, the Yearly
Advertising Contribution Credit shall not exceed $________ in each year. If the Double Drive Thru
Exception is approved by BKC, the Yearly Advertising Contribution Credit shall be reduced by ___ (__)
years. The foregoing Yearly Advertising Contribution Credit cap is non-cumulative such that any
outstanding amount not used will not roll over to the next year of the term.

(d) For the balance of the Term, and ending on the expiration of the Term
Franchisee shall pay BKC an Advertising Contribution equal to _____% of Gross Sales.

8. DEFAULT. Notwithstanding the foregoing:

(a) if by July 31st of the year of the BKoT Remodel Completion Date, Franchisee fails
to provide BKC with evidence that Franchisee has submitted to the appropriate government agency for
permitting, plans for the remodeled Franchised Restaurant, previously approved by BKC, the length of time
of the Yearly Royalty Credits and the Yearly Advertising Contribution Credit shall be reduced by 12 months;
and

BKoT Full Incentive Program Franchise Agreement Addendum

Exhibit L1 (03/2022)
BK#_________ 3
 (b) if Franchisee fails to complete the BKoT Remodel of the Franchised Restaurant in
the BKoT Image, in compliance with all federal, state, and local laws, ordinances, rules and regulations,
including the federal Americans with Disabilities Act and BKC’s standards, by the BKoT Remodel
Completion Date, Franchisee shall have 12 months to cure such default (the “BKoT Remodel Cure Period”)
and the Royalty rate shall increase to 7.5% of Gross Sales commencing on the day following the BKoT
Remodel Completion Date and ending on the date that BKC has confirmed, in writing that the BKoT
Remodel is complete. Thereafter, Franchisee shall pay BKC the Royalty set forth in Section 6 of this
Addendum. For the avoidance of doubt, the increased Royalty provided herein does not preclude BKC from
exercising any rights and remedies for Franchisee’s failure to timely complete the BKoT Remodel, including
without limitation the right to terminate the Franchise Agreement following the BKoT Remodel Cure Period.

9. TRANSFER. BKC’s written consent to the assignment or transfer of the rights and
incentives granted under this Addendum, including but not limited to, the reduced Royalty and Advertising
Contribution, and the Yearly Royalty Credit and Yearly Advertising Contribution Credit (if any), is required
prior to any direct or indirect sale, assignment, or transfer as defined under Section 15 of the Agreement.

10. RELEASE. In consideration for the execution of this Addendum by BKC, Franchisee
hereby releases and forever discharges BKC, its current and former officers, directors, employees,
shareholders, affiliates, and agents, and their respective successors, assigns, heirs, and personal
representatives (collectively, "Released Parties''), from all debts, covenants, liabilities, actions, and causes
of action, of every kind and nature, known and unknown (collectively “Claims”), including but not limited to
those arising out of or existing under this Addendum and any agreements, and out of the franchise
relationship between the parties hereto, from the beginning of time through the Commencement Date.
Franchisee represents and warrants that it has not assigned, and will not assign, to any other party, any
Claim it may have against any Released Party, and Franchisee hereby agrees to indemnify the Released
Parties against any Claims made by any other parties with respect to any Claim purported to be released
under this Section 10. NOTWITHSTANDING THE FOREGOING, THIS RELEASE DOES NOT RELEASE
ANY CLAIMS THAT FRANCHISEE MAY HAVE THAT MAY NOT BE RELEASED PURSUANT TO THE
FRANCHISE LAWS WHERE FRANCHISEE IS A RESIDENT OR WHERE THE RESTAURANT IS
LOCATED, TO THE EXTENT REQUIRED BY APPLICABLE LAW.

[**Include if Franchisee’s office or Restaurant is located in California or if Franchisee is a resident

of California:

WAIVER OF CIVIL CODE SECTION 1542. The parties stipulate and agree that the parties hereto
acknowledge that they are aware of, have considered, and are familiar with the provisions of section 1542
of the California code, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR

DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Being aware of this code section, the parties hereby expressly waive and relinquish all rights and
benefits that they may have thereunder as well as under any other statute or common law principle of
similar effect. Each party understands that the facts in respect of which the releases made in this
Addendum is given may hereafter turn out to be other than or different from the facts believed by each of
the parties to be true and each hereto accepts and assumes the risk of the facts turning out to be different
and agrees that this Addendum shall be and remain in all respects effective and not subject to termination
or rescission by virtue of any such difference in facts. Each of the parties hereto acknowledges and agrees
that nothing contained in this Section 10 shall release or discharge any of them from the rights, duties and
obligations assumed under this Addendum.
**]

BKoT Full Incentive Program Franchise Agreement Addendum

Exhibit L1 (03/2022)
BK#_________ 4
[** If Franchise Agreement (Individual/Owner-Operator):

By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

**]

BKoT Full Incentive Program Franchise Agreement Addendum

Exhibit L1 (03/2022)
BK#_________ 5
[** If Franchise Agreement (Entity):

By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*,
a*

By:
*, Managing Owner
**]

BKoT Full Incentive Program Franchise Agreement Addendum

Exhibit L1 (03/2022)
BK#_________ 6
 EXHIBIT A
BKoT SCOPE OF WORK – FULL REMODEL

[ See attached

OR

To be provided by BKC within ____ days of the date of this Addendum ]

The actual scope of work required to conclude the BKoT Remodel by Franchisee will vary depending on
the condition of Franchisee’s Restaurant prior to the effective date of this Addendum, and will be more
accurately set forth in the Scope of Work issued to Franchisee and the Remodels Requirements Guidelines
posted at Designwithbk.com; provided, however, that each BKoT Remodel shall include at a minimum, but
is not limited to, the following:

Interior BKOT

New interior decor required for a full remodel.

Full Interior Garden Grill or Prime Décor

1. Update Front Service Counter and Drink Station to current image

2. Install Kitchen standard elements

3. Décor
 Replace dining room to current Garden Grill or Prime image standard,
 Replace Table Tops
 Replace seating, booths, tables and chairs
 Install approved Garden Grill or Prime flooring

4. Interior Walls/Ceiling:
 Replace Wall Coverings (remove wall paper, repaint, replace wainscot, etc.) with approved
interior finishes
 Repaint walls and soffits (install new where applicable)
 Install approved ceiling elements

5. Lighting
 Replace lighting to current standards

6. Menu Boards
 Static menu boards to be replaced with digital menu boards
 Existing digital menu boards must be in good working condition or replaced

7. Interior Equipment
 Drink Machine must be in good working condition

8. Repair/replace/refurbish Interior Doors to current image

9. Other
 Kiosk(s) (optional)
 Install required approved Merchandising
 Digital Drive Thru headsets (optional)

BKoT Full Incentive Program Franchise Agreement Addendum

Exhibit L1 (03/2022)
BK#_________ 7
10. Restrooms
 Restrooms shall comply with all federal, state, and local rules including the Americans With
Disabilities Act. Replace finishes with current image

11. Address all interior repair and maintenance issues according to BKC standards, including, but not
limited to, the kitchen / back of house

Exterior BKOT

Note: Building colors match the then current image standards

1. Signage:
 Remove mansards and or awning’s and replace with canopies on walls and towers
 Pylon and Monument Signs.
o Paint pylon pole / monument base
o Paint pylon sign cabinet
 Appendage Signs: Paint Cabinet
 Digital Reader Board/Marquee (optional)
 All signage needs to be compliant with BKC standards and in excellent condition

2. Reader Boards:
 Paint Cabinet

3. Roof and Wall Mounted Channel Letter Signs

 Install Flame Grilling Since 1954
 Paint Cabinets on existing units

4. Directional Signs
 Paint Pole / Cabinet

5. Drive Thru
 Double drive thru lane
 Replace clearance bar and OCU canopy with Garden Grill current image
 Bypass lane
 Two windows (payment and pickup)
 Bump-outs with expeditor door (highly recommended)

6. Digital Menu Boards

 Exterior digital menu boards
 Digital presell board (highly recommended)

7. Parking Lot and Site Conditions

 Full landscape upgrade around the building, site and DT lanes

8. Trash Enclosure
 Trash enclosure finishes to match building
 Paint Trash Enclosure and Gates

9. Playgrounds.
 Paint playground fence
 If playground is removed, create additional seating, parking or landscaping area as approved by
BKC

BKoT Full Incentive Program Franchise Agreement Addendum

Exhibit L1 (03/2022)
BK#_________ 8
10. Building Exterior and Walls
 Paint Walls - Brick / Block as necessary to current image
 Remove mansards, hybrids, walls, blades, greenhouses, replace with vertical walls to extended
height of BKOT standards not more than 24’ and not less than 20’. Square off body of the
building
 Add towers and clad with Nichiha or stone
 Reclad towers with Nichiha or stone
 Add button signs

11. Light Band

 Light band must be 100% LED functional, to current standards, and in “like new condition”

12. Update Exterior Merchandising as determined by BKC

13. Comply with all federal, state and local rules and regulations

14. Address all repair and maintenance issues according to BKC standards

BKoT Full Incentive Program Franchise Agreement Addendum

Exhibit L1 (03/2022)
BK#_________ 9
 EXHIBIT B
INTERIOR/EXTERIOR REFRESH REQUIREMENTS

* The actual scope of work required to complete the Interior/Exterior Refresh to bring the Franchised
Restaurant into conformance with the Current Image upon the date set forth in Section 5 of the Addendum
will vary depending on the condition of the Franchised Restaurant and the Current Image then in effect on
such date. Repair or replace items below to a “like new” condition. The scope of work required includes,
but is not limited to, the following:

Interior Refresh

1. Update Front Service Counter and Drink Station

2. Décor
 Reconfigure dining room to updated image standard
 Replace Table Tops
 Replace seating, booths may not be required
 Refurbish Booths to “like new condition” including new back pads and seats

3. Interior Walls/Ceiling:
 Repair Wall Coverings (remove wall paper, repaint, replace wainscot, etc.)
 Repaint walls and soffits

4. Lighting
 Repair interior lighting to a “like new condition”

5. Menu Boards
 Menu Boards must be in good working order

6. Interior Equipment
 Drink Machine must be in good working condition

7. Repair/ refurbish Interior Doors

8. Other
 Install required Merchandising

9. Restrooms
 Restrooms shall comply with all federal, state, and local rules including the Americans With
Disabilities Act.

10. Address all interior repair and maintenance issues according to BKC standards, including, but not
limited to, the kitchen / back of house

Exterior Refresh
Note: Building colors match the then current image standards

1. Signage:
 Pylon and Monument Signs.
o Paint pylon pole / monument base
o Paint pylon sign cabinet
 Appendage Signs: Paint Cabinet
 All signage needs to be compliant with BKC standards and in excellent condition

BKoT Full Incentive Program Franchise Agreement Addendum

Exhibit L1 (03/2022)
BK#_________ 10
2. Reader Boards:
 Paint Cabinet

3. Roof and Wall Mounted Channel Letter Signs

 Paint Cabinet

4. Directional Signs
 Paint Pole / Cabinet

5. Parking Lot and Site Conditions

 Seal and Stripe Parking Lot or overlay if required
 Replace faded exterior digital menu boards with new

6. Trash Enclosure
 Paint Trash Enclosure and Gates

7. Playgrounds.
 Paint playground fence
 If playground is removed, create additional seating, parking or landscaping area as approved by
BKC

8. Building Exterior and Walls

 Paint Walls - Brick / Block as necessary

9. Light Band
 Light band must be 100% LED functional, to current standards, and in “like new condition”

10. Update Exterior Merchandising as determined by BKC

11. Comply with all federal, state and local rules and regulations

12. Address all repair and maintenance issues according to BKC standards

4867-0317-8244, v. 3

BKoT Full Incentive Program Franchise Agreement Addendum

Exhibit L1 (03/2022)
BK#_________ 11
EXHIBIT L2
 FRANCHISE AGREEMENT ADDENDUM
BURGER KING OF TOMORROW (“BKoT”) - UPGRADE
INCENTIVE PROGRAM

BURGER KING® Restaurant #

This BKoT UPGRADE INCENTIVE FRANCHISE AGREEMENT ADDENDUM (“Addendum”) is

made as of the _____ day of ____________________, 20___, by and between the undersigned parties.

This Addendum is part of the Franchise Agreement entered into by the parties on the same date
herewith (the “Agreement”) under which Franchisee is licensed to own and operate the BURGER KING®
Restaurant to be located at the Location of Franchised Restaurant on the Key Contract Data page of the
Agreement, and commonly referred to as BK# ______ (the “Franchised Restaurant”). In the event of any
conflicts between the terms of the Agreement and the terms of this Addendum, the terms of this Addendum
shall control. This Addendum amends and supplements the Agreement, and all terms and conditions
contained therein remain in full force and effect, except as amended hereby:

1. DEFINITIONS. Any capitalized terms used but not defined herein have the meanings given
in the Agreement.

2. BACKGROUND AND PURPOSE. This Addendum is being executed in order to modify

certain provisions of the Franchise Agreement as necessary to reflect accurately the terms on which a
franchise is being granted to Franchisee. Franchisee acknowledges that, as of the date of this Addendum,
the BKoT Remodel (as defined below) of the Franchised Restaurant has not been completed, and that this
Addendum reflects material conditions to the grant of the franchise to Franchisee.

3. BKoT REMODEL REQUIREMENTS. Franchisee acknowledges and agrees that

Franchisee is required to complete certain renovations, repairs, replacements, remodelings and/or
rebuildings of the Franchised Restaurant that will conform the Franchised Restaurant with the standards
as specified in the Scope of Work attached hereto as Exhibit “A” to this Addendum (the "BKoT Remodel").
Franchisee acknowledges and agrees that completion of the BKoT Remodel in accordance with the Scope
of Work is a material consideration for and inducement to BKC to enter into the Franchise Agreement and
this Addendum. Franchisee agrees to complete the BKoT Remodel in a professional, workmanlike manner
in accordance with BKC and industry standards, and to complete the BKoT Remodel in its entirety no later
than November 30, 20____ (the "BKoT Remodel Completion Date"). If Franchisee is unable to include a
Double Drive at the Franchised Restaurant due to Franchisee’s inability to; (a) obtain permitting from the
appropriate government agency, (b) obtain approval from Franchisee’s landlord, or (c) accommodate the
Double Drive Thru due to site restrictions at the Franchised Restaurant, Franchisee shall timely submit to
BKC a request for an exception along with evidence satisfactory to BKC in its sole and absolute discretion
supporting such exception request (the “Double Drive Thru Exception”). If BKC, in its sole and absolute
discretion, approves the Double Drive Thru Exception, Franchisee’s yearly royalty credit and yearly
advertising contribution credit, shall be reduced as set forth in this Addendum. Franchisee further agrees
that equitable relief requiring the performance of Franchisee’s obligations under this Addendum would be
appropriate in the event that Franchisee fails to comply with its obligations herein, and that in the event of
Franchisee’s noncompliance, BKC shall be entitled to such relief without bond and to recover all costs of
enforcement of Franchisee’s obligations under this Addendum, including without limitation its attorneys’
fees and costs. Equitable relief will be in addition to and will not preclude other remedies. Failure to
complete the BKoT Remodel in its entirety, as determined by BKC, by the BKoT Remodel Cure Period as
defined in Section 8 of this Addendum shall be a material default under and cause for termination of the
Franchise Agreement.

4. FRANCHISE GRANT: TERM AND LOCATION. BKC grants to Franchisee and

Franchisee accepts a franchise to use the BURGER KING System and the BURGER KING Marks only in
the operation of a BURGER KING Restaurant at the location described on the Key Contract Data page
attached to this Agreement and incorporated by reference herein, more fully described in Exhibit A of the

BKoT Upgrade Incentive Program Franchise Agreement Addendum

Exhibit L2 (03/2022)
BK#_________ 1
Agreement (the “Franchised Restaurant”), (the term “Franchised Restaurant” includes the real estate
described on Exhibit A of the Agreement (the “Premises”), the restaurant “Building” and all “Improvements”
constructed thereon wherever the context permits or requires). Notwithstanding anything to the contrary
contained in Section 1 of the Agreement, the term of the Agreement commences on __________________
______, 20_____ (the “Commencement Date”) and shall expire __________________ ______, 20_____
(the “Term”) unless sooner terminated in accordance with the provisions of the Agreement. Franchisee
agrees to operate the Franchised Restaurant at the specified location for the entire Term. Franchisee
accepts this franchise with the full and complete understanding that the franchise grant contains no promise
or assurance of renewal. The sole and entire conditions under which Franchisee will have the opportunity
of obtaining a Successor BURGER KING Franchise Agreement at expiration are those set forth in Section
17 of the Agreement. This franchise is for the specified location only and does not in any way grant or imply
any area, market or territorial rights proprietary to Franchisee. Notwithstanding anything set forth above, if
Franchisee continues to operate the Franchised Restaurant after the end of the Term and does not obtain
a Successor BURGER KING Franchise Agreement in accordance with Section 17 of the Agreement,
Franchisee shall be deemed to be operating such Franchised Restaurant on a month-to-month basis under
the terms and conditions of the Agreement and BKC may terminate the Agreement at any time after the
end of the Term upon thirty (30) days prior written notice.

5. CURRENT IMAGE. Notwithstanding anything contained in Section 5.B.2 of the Agreement

to the contrary, by the end of the tenth (10th) year of the Term, Franchisee shall improve, alter and remodel
the interior and exterior of the Franchised Restaurant, as generally described on Exhibit B to this Addendum
(which guidelines BKC may change from time-to-time to reflect the Current Image of BKC then in effect),
to bring the Franchised Restaurant into conformance with such Current Image then in effect (the
“Interior/Exterior Refresh”). This Interior/Exterior Refresh shall qualify as the Current Image remodel
referenced and required in Section 5.B.2 of the Agreement.

[** Remove if not eligible for Royalty reduction:

6. ROYALTY. The following paragraphs replace Section 9.A of the Agreement:

During the Term of this Agreement, Franchisee agrees to pay to BKC, for the use of the
BURGER KING System and the BURGER KING Marks during the Term, a royalty (“Royalty”) equal to a
percentage of Gross Sales. Royalties shall be paid monthly by the tenth (10th) day of each month based
upon Gross Sales for the preceding month. The percentage of Gross Sales payable as a Royalty shall be
as follows:

(i) For the period commencing on ________________ and ending on

__________________, Franchisee shall pay BKC a Royalty equal to _____% of Gross Sales.

[** Use if spans multiple stepping periods:

(ii) For the period commencing on ________________ and ending on
__________________, Franchisee shall pay BKC a Royalty equal to _____% of Gross Sales.
**]

[** Use if incentives from prior program still in place:

(iii) For the period commencing on ________________ and ending on
__________________, Franchisee shall receive a monthly credit equal to _____% of Gross Sales (the
“Prior Incentive Royalty Credit”). During such period, the Prior Incentive Royalty Credits shall not exceed
$________ in each year. The foregoing Prior Incentive Royalty Credit cap is non-cumulative such that any
outstanding amount not used will not roll over to the next year of the term.
**]

(iv) If BKC confirms that Franchisee has completed the BKoT Remodel of the
Franchised Restaurant to BKC’s standards, then Franchisee shall receive a monthly credit equal to _____%

BKoT Upgrade Incentive Program Franchise Agreement Addendum

Exhibit L2 (03/2022)
BK#_________ 2
of Gross Sales commencing on the month after the BKoT Remodel is approved by BKC and ending _____
(___) years thereafter (the “Yearly Royalty Credits”). During such period, the Yearly Royalty Credits shall
not exceed $________ in each year. If the Double Drive Thru Exception is approved by BKC, the Yearly
Royalty Credits shall be reduced by ___ (__) years. The foregoing Yearly Royalty Credits cap is non-
cumulative such that any outstanding amount not used will not roll over to the next year of the term.

[** Use if time remains under term of previous franchise agreement and Royalty was
below 4.5%:
(v) For the period commencing on ________________ and ending on
__________________, Franchisee shall pay BKC a Royalty equal to _____% of Gross Sales.
**]

(vi) For the balance of the Term, and ending on the expiration of the Term, Franchisee
shall pay BKC a Royalty equal to 4.5% of Gross Sales.
**]

7. ADVERTISING CONTRIBUTION. The following paragraphs replace Section 9.B.i of the

Agreement:

(i) During the Term of this Agreement, Franchisee agrees to pay BKC an advertising
contribution equal to a percentage of Gross Sales (the “Advertising Contribution”). The Advertising
Contribution shall be paid monthly by the tenth (10th) day of each month based upon Franchisee’s Gross
Sales for the preceding month. This sum, less direct administrative expenses, will be used for (a) market
research expenditures directly related to the development and evaluation of the effectiveness of Advertising
and sales promotions, (b) creative, production and other costs incurred in connection with the development
of Advertising, sales promotions and public relations (as limited by Section (vi) below), both in the market
area of the Franchised Restaurant, as reasonably defined from time to time by BKC, and on a national
basis, and (c) various methods of delivering the Advertising or promotional message, including without
limitation, television, radio, outdoor and print ("Media"). The allocation of the Advertising Contribution
between national, regional and local expenditures shall be made by BKC in its sole business judgment.
The Advertising Contribution shall be as follows:

(a) For the period commencing on ________________ and ending on

__________________, Franchisee shall pay BKC an Advertising Contribution equal to _____% of Gross
Sales.

[** Use if spans multiple stepping periods:

(b) For the period commencing on ________________ and ending on
__________________, Franchisee shall pay BKC an Advertising Contribution equal to _____% of Gross
Sales.
**]

[** Use if incentives from prior program still in place:

(c) For the period commencing on ________________ and ending on
__________________, Franchisee shall receive a monthly credit equal to _____% of Gross Sales (the
“Prior Incentive Advertising Contribution Credit”). During such period, the Prior Incentive Advertising
Contribution Credit shall not exceed $________ in each year. The foregoing Prior Incentive Advertising
Contribution Credit cap is non-cumulative such that any outstanding amount not used will not roll over to
the next year of the term.
**]

(d) If BKC confirms that Franchisee has completed the BKoT Remodel of the
Franchised Restaurant to BKC’s standards, then Franchisee shall receive a monthly credit equal to _____%

BKoT Upgrade Incentive Program Franchise Agreement Addendum

Exhibit L2 (03/2022)
BK#_________ 3
of Gross Sales commencing on the month after the BKoT Remodel is approved by BKC and ending ____
(___) years thereafter (the “Yearly Advertising Contribution Credit”). During such period, the Yearly
Advertising Contribution Credit shall not exceed $________ in each year. If the Double Drive Thru
Exception is approved by BKC, the Yearly Advertising Contribution Credit shall be reduced by ___ (__)
years. The foregoing Yearly Advertising Contribution Credit cap is non-cumulative such that any
outstanding amount not used will not roll over to the next year of the term.

(e) For the balance of the Term, and ending on the expiration of the Term
Franchisee shall pay BKC an Advertising Contribution equal to _____% of Gross Sales.

8. DEFAULT. Notwithstanding the foregoing:

(a) if by July 31st of the year of the BKoT Remodel Completion Date, Franchisee fails
to provide BKC with evidence that Franchisee has submitted to the appropriate government agency for
permitting, plans for the remodeled Franchised Restaurant, previously approved by BKC, the length of time
of the Yearly Royalty Credits and the Yearly Advertising Contribution Credit shall be reduced by 12 months;
and

(b) if Franchisee fails to complete the BKoT Remodel of the Franchised Restaurant in
the BKoT Image, in compliance with all federal, state, and local laws, ordinances, rules and regulations,
including the federal Americans with Disabilities Act and BKC’s standards, by the BKoT Remodel
Completion Date, Franchisee shall have 12 months to cure such default (the “BKoT Remodel Cure Period”)
and the Royalty rate shall increase to 7.5% of Gross Sales commencing on the day following the BKoT
Remodel Completion Date and ending on the date that BKC has confirmed, in writing that the BKoT
Remodel is complete. Thereafter, Franchisee shall pay BKC the Royalty set forth in Section 6 of this
Addendum. For the avoidance of doubt, the increased Royalty provided herein does not preclude BKC from
exercising any rights and remedies for Franchisee’s failure to timely complete the BKoT Remodel, including
without limitation the right to terminate the Franchise Agreement following the BKoT Remodel Cure Period.

9. TRANSFER. BKC’s written consent to the assignment or transfer of the rights and
incentives granted under this Addendum, including but not limited to, the reduced Royalty and Advertising
Contribution, and the Yearly Royalty Credit and Yearly Advertising Contribution Credit (if any), is required
prior to any direct or indirect sale, assignment, or transfer as defined under Section 15 of the Agreement.

10. RELEASE. In consideration for the execution of this Addendum by BKC, Franchisee
hereby releases and forever discharges BKC, its current and former officers, directors, employees,
shareholders, affiliates, and agents, and their respective successors, assigns, heirs, and personal
representatives (collectively, "Released Parties''), from all debts, covenants, liabilities, actions, and causes
of action, of every kind and nature, known and unknown (collectively “Claims”), including but not limited to
those arising out of or existing under this Addendum and any agreements, and out of the franchise
relationship between the parties hereto, from the beginning of time through the Commencement Date.
Franchisee represents and warrants that it has not assigned, and will not assign, to any other party, any
Claim it may have against any Released Party, and Franchisee hereby agrees to indemnify the Released
Parties against any Claims made by any other parties with respect to any Claim purported to be released
under this Section 10. NOTWITHSTANDING THE FOREGOING, THIS RELEASE DOES NOT RELEASE
ANY CLAIMS THAT FRANCHISEE MAY HAVE THAT MAY NOT BE RELEASED PURSUANT TO THE
FRANCHISE LAWS WHERE FRANCHISEE IS A RESIDENT OR WHERE THE RESTAURANT IS
LOCATED, TO THE EXTENT REQUIRED BY APPLICABLE LAW.

[**Include if Franchisee’s office or Restaurant is located in California or if Franchisee is a resident

of California:

BKoT Upgrade Incentive Program Franchise Agreement Addendum

Exhibit L2 (03/2022)
BK#_________ 4
 WAIVER OF CIVIL CODE SECTION 1542. The parties stipulate and agree that the parties hereto
acknowledge that they are aware of, have considered, and are familiar with the provisions of section 1542
of the California code, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR

DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Being aware of this code section, the parties hereby expressly waive and relinquish all rights and
benefits that they may have thereunder as well as under any other statute or common law principle of
similar effect. Each party understands that the facts in respect of which the releases made in this
Addendum is given may hereafter turn out to be other than or different from the facts believed by each of
the parties to be true and each hereto accepts and assumes the risk of the facts turning out to be different
and agrees that this Addendum shall be and remain in all respects effective and not subject to termination
or rescission by virtue of any such difference in facts. Each of the parties hereto acknowledges and agrees
that nothing contained in this Section 10 shall release or discharge any of them from the rights, duties and
obligations assumed under this Addendum.
**]

BKoT Upgrade Incentive Program Franchise Agreement Addendum

Exhibit L2 (03/2022)
BK#_________ 5
[** If Franchise Agreement (Individual/Owner-Operator):

By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

**]

BKoT Upgrade Incentive Program Franchise Agreement Addendum

Exhibit L2 (03/2022)
BK#_________ 6
[** If Franchise Agreement (Entity):

By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*,
a*

By:
*, Managing Owner
**]

BKoT Upgrade Incentive Program Franchise Agreement Addendum

Exhibit L2 (03/2022)
BK#_________ 7
 EXHIBIT A
BKoT SCOPE OF WORK - UPGRADE

[ See attached

OR

To be provided by BKC within ____ days of the date of this Addendum ]

The actual scope of work required to conclude the BKoT Remodel by Franchisee will vary depending on
the condition of Franchisee’s Restaurant prior to the effective date of this Addendum, and will be more
accurately set forth in the Scope of Work issued to Franchisee and the Remodels Requirements Guidelines
posted at Designwithbk.com; provided, however, that each BKoT Remodel shall include at a minimum, but
is not limited to, the following:

Interior BKOT

20/20 light décor can remain with the approved flooring for Upgrade option

20/20 decors with strata flooring must be replaced with Garden Grill or Prime décor and its corresponding
flooring options

Upgrade Interior (if 20/20 décor with strata flooring or any other non-compliant image)

1. Update Front Service Counter and Drink Station

2. Décor
 Replace dining room to current Garden Grill or Prime image standard,
 Replace Table Tops
 Replace seating, booths, tables and chairs
 Install approved Garden Grill or Prime flooring

3. Interior Walls/Ceiling:
 Replace Wall Coverings (remove wall paper, repaint, replace wainscot, etc.) with approved
interior finishes
 Repaint walls and soffits (install new where applicable)
 Install approved ceiling elements

4. Lighting
 Replace lighting to current standards

5. Menu Boards
 Static menu boards to be replaced with digital menu boards
 Existing digital menu boards must be in good working condition or replaced

6. Interior Equipment
 Drink Machine must be in good working condition

7. Repair/ refurbish Interior Doors to current image

BKoT Upgrade Incentive Program Franchise Agreement Addendum

Exhibit L2 (03/2022)
BK#_________ 8
8. Other
 Kiosk(s) (optional)
 Install required approved Merchandising
 Digital Drive Thru headsets (optional)

9. Restrooms
 Restrooms shall comply with all federal, state, and local rules including the Americans With
Disabilities Act. Replace finishes with current image

10. Address all interior repair and maintenance issues according to BKC standards, including, but not
limited to, the kitchen / back of house

Exterior Update
Note: Building colors match the then current image standards

1. Signage:
 Remove mansards and or awning’s and replace with canopies on walls and towers
 Pylon and Monument Signs.
o Paint pylon pole / monument base
o Paint pylon sign cabinet
 Appendage Signs: Paint Cabinet
 Digital Reader Board/Marquee (optional)
 All signage needs to be compliant with BKC standards and in excellent condition

2. Reader Boards:
 Paint Cabinet

3. Roof and Wall Mounted Channel Letter Signs

 Install Flame Grilling Since 1954
 Paint Cabinets on existing units

4. Directional Signs
 Paint Pole / Cabinet

5. Drive Thru
 Double drive thru lane
 Replace clearance bar and OCU canopy with Garden Grill current image
 Bypass lane
 Two windows (payment and pickup)
 Bump-outs with expeditor door (highly recommended)

6. Digital Menu Boards

 Exterior digital menu boards
 Digital presell board (highly recommended)

7. Parking Lot and Site Conditions

 Seal and Stripe Parking Lot or overlay if required
 Full landscape upgrade around the building, site and DT lanes

8. Trash Enclosure
 Trash enclosure finishes to match building
 Paint Trash Enclosure and Gates

BKoT Upgrade Incentive Program Franchise Agreement Addendum

Exhibit L2 (03/2022)
BK#_________ 9
9. Playgrounds.
 Paint playground fence
 If playground is removed, create additional seating, parking or landscaping area as approved by
BKC

10. Building Exterior and Walls

 Paint Walls - Brick / Block as necessary to current image
 Remove mansards, hybrids, walls, blades, greenhouses, replace with vertical walls to extended
height of BKOT standards not more than 24’ and not less than 20’. Square off body of the
building
 Add towers and clad with Nichiha or stone
 Reclad towers with Nichiha or stone
 Add button signs

11. Light Band

 Light band must be 100% LED functional, to current standards, or if LED in “like new condition”

12. Update Exterior Merchandising as determined by BKC

13. Comply with all federal, state and local rules and regulations

14. Address all repair and maintenance issues according to BKC standards

BKoT Upgrade Incentive Program Franchise Agreement Addendum

Exhibit L2 (03/2022)
BK#_________ 10
 EXHIBIT B
INTERIOR/EXTERIOR REFRESH REQUIREMENTS

* The actual scope of work required to complete the Interior/Exterior Refresh to bring the Franchised
Restaurant into conformance with the Current Image upon the date set forth in Section 5 of the Addendum
will vary depending on the condition of the Franchised Restaurant and the Current Image then in effect on
such date. Repair or replace items below to a “like new” condition. The scope of work required includes,
but is not limited to, the following:

Interior Refresh

1. Update Front Service Counter and Drink Station

2. Décor
 Reconfigure dining room to updated image standard
 Replace Table Tops
 Replace seating, booths may not be required
 Refurbish Booths to “like new condition” including new back pads and seats

3. Interior Walls/Ceiling:
 Repair Wall Coverings (remove wall paper, repaint, replace wainscot, etc.)
 Repaint walls and soffits

4. Lighting
 Repair interior lighting to a “like new condition”

5. Menu Boards
 Menu Boards must be in good working order

6. Interior Equipment
 Drink Machine must be in good working condition

7. Repair/ refurbish Interior Doors

8. Other
 Install required Merchandising

9. Restrooms
 Restrooms shall comply with all federal, state, and local rules including the Americans With
Disabilities Act.

10. Address all interior repair and maintenance issues according to BKC standards, including, but not
limited to, the kitchen / back of house

Exterior Refresh
Note: Building colors match the then current image standards

1. Signage:
 Pylon and Monument Signs.
o Paint pylon pole / monument base
o Paint pylon sign cabinet
 Appendage Signs: Paint Cabinet
 All signage needs to be compliant with BKC standards and in excellent condition

BKoT Upgrade Incentive Program Franchise Agreement Addendum

Exhibit L2 (03/2022)
BK#_________ 11
2. Reader Boards:
 Paint Cabinet

3. Roof and Wall Mounted Channel Letter Signs

 Paint Cabinet

4. Directional Signs
 Paint Pole / Cabinet

5. Parking Lot and Site Conditions

 Seal and Stripe Parking Lot or overlay if required
 Replace faded exterior digital menu boards with new

6. Trash Enclosure
 Paint Trash Enclosure and Gates

7. Playgrounds.
 Paint playground fence
 If playground is removed, create additional seating, parking or landscaping area as approved by
BKC

8. Building Exterior and Walls

 Paint Walls - Brick / Block as necessary

9. Light Band
 Light band must be 100% LED functional, to current standards, and in “like new condition”

10. Update Exterior Merchandising as determined by BKC

11. Comply with all federal, state and local rules and regulations

12. Address all repair and maintenance issues according to BKC standards

4858-4793-3444, v. 3

BKoT Upgrade Incentive Program Franchise Agreement Addendum

Exhibit L2 (03/2022)
BK#_________ 12
EXHIBIT L3
 BURGER KING OF TOMORROW (“BKOT”) DOUBLE DRIVE THRU & DIGITAL ENHANCE
INCENTIVE PROGRAM AMENDMENT
TO FRANCHISE AGREEMENT

BURGER KING® Restaurant #____

This BKoT DOUBLE DRIVE THRU & DIGITAL ENHANCE INCENTIVE PROGRAM AMENDMENT
TO FRANCHISE AGREEMENT (“BKoT Amendment”) made as of the ____ day of
_____________________, 20___ by and between BURGER KING CORPORATION, a Florida corporation
(“BKC”), and ______________, a ________ (the “Franchisee”) shall Amend the Franchise Agreement
entered into by the parties on ___________ (the “Agreement”) under which Franchisee is licensed to own
and operate the Burger King Restaurant referred to as BK # _____ (the “Franchised Restaurant”).

1. DEFINITIONS. Any capitalized terms used but not defined herein have the meanings given
in the Agreement.

2. BKoT ENHANCE REQUIREMENTS. Franchisee acknowledges and agrees that

Franchisee is required to complete certain renovations, repairs, replacements, remodelings and/or
rebuildings of the Franchised Restaurant that will conform the Franchised Restaurant with the standards
as specified in the Scope of Work attached hereto as Exhibit “A” to this BKoT Amendment (the "BKoT
Enhance"). Franchisee acknowledges and agrees that completion of the BKoT Enhance in accordance with
the Scope of Work is a material consideration for and inducement to BKC to enter into this BKoT
Amendment. Franchisee agrees to complete the BKoT Enhance in a professional, workmanlike manner in
accordance with BKC and industry standards, and to complete the BKoT Enhance in its entirety no later
than November 30, 20____ (the "BKoT Enhance Completion Date"). If Franchise is unable to include a
Double Drive at the Franchised Restaurant due to Franchisee’s inability to; (a) obtain permitting from the
appropriate government agency, (b) obtain approval from Franchisee’s landlord, or (c) accommodate the
Double Drive Thru due to site restrictions at the Franchised Restaurant, Franchisee shall timely submit to
BKC a request for an exception along with evidence satisfactory to BKC in its sole and absolute discretion
(the “Double Drive Thru Exception”). If BKC, in its sole and absolute discretion, approves the Double Drive
Thru Exception, Franchisee’s Yearly Royalty Credit (as defined in Section 6 below) and Yearly Advertising
Contribution Credit (as defined in Section 7 below), shall be reduced as set forth in this Addendum.
Franchisee further agrees that equitable relief requiring the performance of Franchisee’s obligations under
this BKoT Amendment would be appropriate in the event that Franchisee fails to comply with its obligations
herein, and that in the event of Franchisee’s noncompliance, BKC shall be entitled to such relief without
bond and to recover all costs of enforcement of Franchisee’s obligations under this BKoT Amendment,
including without limitation its attorneys’ fees and costs. Equitable relief will be in addition to and will not
preclude other remedies. Failure to complete the BKoT Enhance in its entirety, as determined by BKC, by
the BKoT Enhance Cure Period as defined in this BKoT Amendment shall be a material default under and
cause for termination of the Franchise Agreement.

[**IF ADDING TERM:

3. FRANCHISE GRANT: TERM AND LOCATION

This paragraph amends Paragraph 1 of the Franchise Agreement.

BKC and Franchisee have agreed to amend the original expiration date__________, 20__,
(“Original Expiration Date”) of the Franchise Agreement. Therefore, the new term of the Franchise
Agreement (the “Term”) shall commence on ________________, 20___ (the “Commencement Date”) and
shall expire on ______________, 20___ (the "New Expiration Date"). **]

BKoT DDTD Enhance Franchise Agreement Amendment

Exhibit L3 (03/2022)
BK#_________ 1
[**IF ADDING TERM:

4. FRANCHISE FEE

This paragraph amends Paragraph 2 of the Franchise Agreement

Upon execution and delivery of this Amendment, Franchisee shall pay to BKC the prorated
amount of the Franchise Fee representing the period from the date of the Original Expiration Date through
the New Expiration Date in the amount of _________________ ($_________) Dollars. **]

5. ROYALTY. The following paragraph amends Paragraph 9.A of the Agreement.

Upon BKC confirming that Franchisee has completed the BKoT Enhance of the
Franchised Restaurant to BKC’s standards, then Franchisee shall receive a monthly credit equal to 0.75%
of Gross Sales commencing on the month after the BKoT Enhance is approved by BKC and ending one
(1) year thereafter (the “Yearly Royalty Credits”). During such period, the Yearly Royalty Credits shall not
exceed the sum of Ten Thousand Dollars ($10,000) in each year. If the Double Drive Thru Exception is
approved by BKC, Franchisee shall not receive the Yearly Royalty Credits. The foregoing Yearly Royalty
Credits cap is non-cumulative such that any outstanding amount not used will not roll over to the next year
of the term.

6. ADVERTISING CONTRIBUTION. The following paragraph amends Paragraph 9.B.i

of the Agreement

Upon BKC confirming that Franchisee has completed the BKoT Enhance of the Franchised
Restaurant to BKC’s standards, then Franchisee shall receive a monthly credit equal to 0.75% of Gross
Sales commencing on the month after the BKoT Enhance is approved by BKC and ending one (1) year
thereafter (the “Yearly Advertising Contribution Credit”).During such period, the Yearly Advertising
Contribution Credit shall not exceed the sum of Fifteen Thousand Dollars ($15,000) in each year. If the
Double Drive Thru Exception is approved by BKC, the Yearly Advertising Contribution Credit shall be
reduced to Five Thousand Dollars ($5,000). The foregoing Yearly Advertising Contribution Credit cap is
non-cumulative such that any outstanding amount not used will not roll over to the next year of the term.

7. TRANSFER. BKC’s written consent to the assignment or transfer of the rights and
incentives granted under this BKoT Amendment, including but not limited to, the reduced Royalty and
Advertising Contribution, and the Yearly Royalty Credit and Yearly Advertising Contribution Credit, is
required prior to any direct or indirect sale, assignment, or transfer as defined under Section 15 of the
Agreement.

8. DEFAULT. Notwithstanding the foregoing:

If Franchisee fails to complete the BKoT Enhance of the Franchised Restaurant in the
BKoT Image, in compliance with all federal, state, and local laws, ordinances, rules and regulations,
including the federal Americans with Disabilities Act and BKC’s standards, by the BKoT Enhance
Completion Date, the Royalty rate shall increase to 7.5% of Gross Sales commencing on the day following
the BKoT Enhance Completion Date and ending on the date that BKC has confirmed, in writing that the
BKoT Enhance is complete. Thereafter, Franchisee shall pay BKC the Royalty set forth in this BKoT
Amendment. For the avoidance of doubt, the increased Royalty provided herein does not preclude BKC
from exercising any rights and remedies for Franchisee’s failure to timely complete the BKoT Enhance.

BKoT DDTD Enhance Franchise Agreement Amendment

Exhibit L3 (03/2022)
BK#_________ 2
[** If Franchise Agreement (Individual/Owner-Operator):

By entering into this BKoT Amendment, Franchisee expressly consents to transact

business with BKC electronically and that, consistent with the Uniform Electronic Transactions Act,
and all other applicable state and federal laws, this BKoT Amendment may be executed by
electronic signatures. The parties to this BKoT Amendment agree that the parties' electronic
signatures are intended to authenticate this writing and to have the same force and effect as the
use of manual signatures and an electronically signed version of this BKoT Amendment shall
constitute an original for all purposes.

This BKoT Amendment is hereby executed by the parties effective on the date indicated
on the first page hereof.

BURGER KING CORPORATION

By:
Print Name:
Title:

FRANCHISEE

**]

BKoT DDTD Enhance Franchise Agreement Amendment

Exhibit L3 (03/2022)
BK#__
3
[** If Franchise Agreement (Entity):

By entering into this BKoT Amendment, Franchisee expressly consents to transact

business with BKC electronically and that, consistent with the Uniform Electronic Transactions Act,
and all other applicable state and federal laws, this BKoT Amendment may be executed by
electronic signatures. The parties to this BKoT Amendment agree that the parties' electronic
signatures are intended to authenticate this writing and to have the same force and effect as the
use of manual signatures and an electronically signed version of this BKoT Amendment shall
constitute an original for all purposes.

This BKoT Amendment is hereby executed by the parties effective on the date indicated
on the first page hereof.

BURGER KING CORPORATION

By:
Print Name:
Title:

FRANCHISEE

*
a*

By:
*, Managing Owner
**]

BKoT DDTD Enhance Franchise Agreement Amendment

Exhibit L3 (03/2022)
BK#__
4
 EXHIBIT A
Double Drive Thru / Digital Upgrade (Enhancement) BKoT SCOPE OF WORK

[ See attached

OR

To be provided by BKC within ____ days of the date of this BKoT Amendment ]

The actual scope of work required to conclude the BKoT Enhance by Franchisee will vary
depending on the condition of Franchisee’s Restaurant prior to the effective date of this BKoT
Amendment, and will be more accurately set forth in the Scope of Work issued to Franchisee and
the Remodels Requirements Guidelines posted at Designwithbk.com; provided, however, that each
BKoT Enhance shall include at a minimum, but is not limited to, the following:

Note: Building colors match the then current image standards

 Double Drive Thru Building Enhancement

 Double drive thru lane
 Bypass lane
 Two windows (payment and pickup)
 Bump-outs with expeditor door (highly recommended)
 Digital Enhancements
 Exterior digital menu boards
 Digital presell board (highly recommended)
 Existing interior digital menu boards must be in good working condition or
replaced
 Digital Reader Board/Marquee (optional)
 Digital Drive Thru headsets (optional).
 Replace clearance bar and OCU canopy with Garden Grill current image
 If single DT lane exists and no option to expand to DDT, black OCU Canopy and
clearance bar can remain
 Full landscape upgrade around the building, site and DT lanes
 Comply with all federal, state and local rules and regulations
 Address all repair and maintenance issues according to BKC standards

4876-0882-0228, v. 3

BKoT DDTD Enhance Franchise Agreement Amendment

Exhibit L3 (03/2022)
BK#__
5
EXHIBIT M
 AREA DEVELOPMENT AGREEMENT
(Non-Exclusive)

THIS AREA DEVELOPMENT AGREEMENT (this “Agreement”) is made as of __________ ___,

20___ ("Commencement Date") by and among:

(1) BURGER KING CORPORATION, a corporation organized under the laws of Florida
having its principal place of business at 5707 Blue Lagoon Drive, Miami, FL 33126
("BKC").

(2) [________], a [________] organized under the laws of [________] having its principal
place of business at ________________________________ ("Area Developer").

(3) [__________________], an individual (“Principal 1”),[ [___________________], a

[______________] organized under the laws of [_________] having its principal place of
business at [______________] (“Principal 2”), [____________], an individual (“Principal
3”), and [____________], an individual (“Principal 4”)] (each, a “Principal,” and Principal
1, Principal 2, Principal 3 and Principal 4 collectively, the “Principals”).

For the purposes of this Agreement, the above parties shall be individually referred to as a "Party"
and collectively referred to as the "Parties".

PREAMBLE

A. BKC has the exclusive right to use the unique Burger King System and the Burger King
Marks for the development and operation of quick service restaurants known as BURGER
KING® Restaurants in the United States.

B. BKC is engaged in the business of developing, operating and granting franchises to

operate Burger King Restaurants throughout the Territory using the Burger King System
and the Burger King Marks and such other marks as BKC may authorize from time to time
for use in connection with Burger King Restaurants.

C. BKC has established a reputation and image with the public as to the quality of products
and services available at Burger King Restaurants, which reputation and image have been
and continue to be unique benefits to BKC and its franchisees.

D. [Prior to or contemporaneous with the date hereof, BKC has granted [Area Developer] the
right to operate [__] Burger King Restaurants in the Territory identified on Exhibit A
(“Existing Developer Restaurants”) pursuant to franchise agreements between [Area
Developer] and BKC ("Existing Developer Franchise Agreements")]. Area Developer
desires to obtain the right to develop, open and operate [additional] Burger King
Restaurants in the Territory.

E. Area Developer and Principals recognize, acknowledge, declare and confirm that the
benefits to be derived from being identified with and licensed by BKC and being able to
utilize the Burger King System including the Burger King Marks which BKC makes
available to its franchisees are substantial.

F. Area Developer and Principals acknowledge that they are entering into this Agreement
after having made an independent investigation of BKC's operations and not upon any
1
Area Development Agreement
Exhibit M (03/2022)
 representation as to the profits and/or sales volumes which they might be expected to
realize, or upon any representations or promises made by BKC or any person on its behalf
which are not contained in this Agreement.

In consideration of the mutual undertakings and covenants contained in this Agreement

and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:

ARTICLE I: INTERPRETATION

1.1 Definitions. In this Agreement, the following words or expressions have the meanings set
out below:

1.1.1 “Acquired Restaurants” means any Franchised Restaurants in the Territory

purchased or otherwise acquired by Area Developer or any of its Affiliates during the Term.

1.1.2 “Additional Digital System” has the meaning set forth in Section 8.3.

1.1.3 “Additional Ordering System” has the meaning set forth in Section 8.2.

1.1.4 “Advertising Contribution” means the monthly amounts payable to BKC by Area
Developer pursuant to Sections 1.1.7, 7.4, and 7.5.

1.1.5 “Affiliate” means, with respect to any Person, another Person that directly, or
indirectly through one or more intermediaries, Controls, is Controlled by, or is under common
Control with the Person specified. Without limiting the foregoing, an OpCo shall be an Affiliate of
Area Developer.

1.1.6 “Approved Plans and Specifications” means the plans and specifications for the
construction and fit-out of a new or remodeled Restaurant in the U.S. (including requirements as
to signage and equipment) which may be approved from time to time by BKC in its sole discretion.

1.1.7 “Base Fees” means the greater in each category of (a) the amount charged by
BKC in the U.S. for monthly royalty, monthly advertising contribution, and initial franchise fees, as
disclosed in the then-current Franchise Disclosure Document, and (b) (i) Royalty percentage in
an amount equal to 4.5% of monthly Gross Sales; (ii) Advertising Contribution percentage in the
amount of 4.0% of monthly Gross Sales; and (iii) Initial Franchise Fees in an amount equal to
FIFTY THOUSAND ($50,000) DOLLARS for Free Standing, In-line, [Drive-Thru Only] and Food
Court Restaurant formats for a 20-year term, and a “Base Fee” means any of them.

1.1.8 “BKC Procedures for Resolving Development Disputes” means the procedures
provided to Area Developer via the BKC Intranet site (currently known as the BK® Gateway), as
modified by BKC from time to time.

1.1.9 “Brand Damages” has the meaning set forth in Section 7.7.

1.1.10 “Burger King Marks” means the trademarks, service marks, trade names, trade
dress, logos, slogans, designs and other commercial symbols and indicia of origin (and the
goodwill associated therewith) used in the operation of the Restaurants and to identify the Burger
King System, whether registered, applied for or unregistered.

2
Area Development Agreement
Exhibit M (03/2022)
 1.1.11 “Burger King Restaurants” and “Restaurants” means quick service or fast food
restaurants operating under the Burger King System and utilizing the Burger King Marks in a
format approved by BKC, in its sole discretion. A “Burger King Restaurant” or “Restaurant” means
any of them.

1.1.12 “Burger King System” means the unique restaurant format and operating system
developed and/or owned by BKC and/or its Affiliates for the development and operation of quick
service or fast food restaurants, including proprietary designs and color schemes for restaurant
buildings, equipment, layout and décor, proprietary menu and food preparation and service
formats, uniform product and quality specifications, training programs, restaurant operations
manuals, bookkeeping and report formats, marketing and advertising formats, promotional
marketing items and procedures for inventory and management control, and also includes the
Current Image, the Burger King Marks and all Confidential Information, other proprietary
information, copyrights and other intellectual property rights relating to the system, and any
modifications, amendments, improvements and/or other changes BKC or any of its Affiliates may
make to the system from time to time, in their sole discretion.

1.1.13 “BKC Indemnified Parties” means BKC, its Affiliates and their respective directors,
officers, employees, shareholders, advisors, agents, successors, and assigns.

1.1.14 “Captive Locations” means locations situated at or within airports, military

installations (including their adjacent housing and support areas), hotels, metro and railway
stations and their direct surroundings, bus stations, rest stops/service plazas, motorways and
highways, gas stations, convenience stores, universities and schools, big box retailers such as
Wal-Mart®, amusement parks, cruise ships, hospitals and residences, sport centers and clubs,
and similar locations, as determined by BKC in its sole discretion.

1.1.15 “Claim” means any cause of action, lawsuit, litigation, dispute, claim, arbitration,
mediation, action, hearing, proceeding, investigation, charge, complaint, controversy, demand,
injunction, judgment, order, decree, ruling or any other matter before a judicial, administrative or
arbitration court or panel, whether known or unknown, liquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal or equitable. The term “Claim” also includes any losses,
liabilities, amounts paid in settlement, penalties, fees, fines, damages (including special and
consequential damages), lost profits, costs and expenses (including reasonable attorneys’ fees
and litigation expenses).

1.1.16 “Commencement Date” means the date on which this Agreement is made as set
forth on the first page of this Agreement.

1.1.17 “Confidential Information” has the meaning set forth in Section 10.1.

1.1.18 “Construction Approval” has the meaning set forth in Section 6.3.

1.1.19 “Control” or “Controlled” means the direct or indirect ownership, whether by

ownership of securities, contract, proxy or otherwise, of shareholding or contractual rights of a
Person that assures (i) the majority of the votes in the resolutions of such Person, (ii) the power
to appoint the majority of the managers or directors of such Person, or (iii) the power to direct or
cause the direction of the management or policies of such Person, and the related terms
“Controlled by” “Controlling” or “under common Control with” shall be read accordingly.

1.1.20 “Cumulative Opening Target” has the meaning set out in the Development
Schedule.
3
Area Development Agreement
Exhibit M (03/2022)
 1.1.21 “Current Image” means the internal and external physical appearance of new or
remodeled Burger King Restaurants including, without limitation, as it relates to signage, fascia,
color schemes, menu boards, lighting, furniture, finishes, décor, materials, equipment and other
matters generally applicable to BKC’s operations in the U.S. as may be changed from time to time
by BKC, in its sole discretion. As of the Commencement Date, the “Current Image” for
Restaurants in the U.S. is known as 20/20 Image, as described in the Franchise Disclosure
Document provided to Area Developer by BKC.

1.1.22 “Debt” means, on any date of determination, the aggregate amount of any
indebtedness, liabilities, or obligations owed by Area Developer to any lender or creditor as of
such date (contingent or otherwise), including, for the avoidance of doubt, any indebtedness,
liabilities, or obligations owed by Area Developer to any Affiliate.

1.1.23 “Developer Franchise Agreements” means the franchise agreements by and

between BKC as franchisor, and Area Developer as franchisee, pursuant to which, among other
things, BKC has granted a license to use the Burger King Marks at the Developer Restaurants,
and a “Developer Franchise Agreement” means any of them. Developer Franchise Agreements
include [Existing Developer Franchise Agreements and] New Developer Restaurant Franchise
Agreements.

1.1.24 “Developer Restaurants” means the Burger King Restaurants owned, established
and operated by Area Developer and a “Developer Restaurant” means any of them. Developer
Restaurants include [Existing Developer Restaurants,] New Developer Restaurants and Acquired
Restaurants, and a “Developer Restaurant” means any of them.

1.1.25 “Development Rights” has the meaning set forth in Section 3.1.

1.1.26 “Development Schedule” means the schedule attached to this Agreement as

Schedule 1, as amended from time to time in accordance with this Agreement.

1.1.27 “Development Year” means the period which commences on the Commencement
Date and ends on ______________, 20____ (“Development Year 1”), and each consecutive
twelve-month period during the Term following Development Year 1 as set forth in the
Development Schedule.

1.1.28 “DMA” means any of the specific geographic regions (referred to as Designated
Market Areas) identified on Exhibit B, as such regions are defined by BKC from time to time, in
its sole discretion, and which collectively comprise the Territory. “DMAs” means all of them.

1.1.29 [“Drive-Thru Only Restaurants” means a Restaurant in a freestanding building that

does not have a dining room, meeting the minimum criteria for drive-thru only restaurants as
determined by BKC, in its sole discretion, for the U.S. from time to time.]

1.1.30 “EBITDA” means, for any period of measurement, an amount equal to net income
for such period, plus the following to the extent deducted in calculating such net income (without
duplication): (a) interest charges, (b) the provision for federal, state, local and foreign income
taxes payable, and (c) depreciation and amortization expense.

1.1.31 “EBITDAR” means, for any period of measurement, an amount equal to net income
for such period, plus the following to the extent deducted in calculating such net income (without

4
Area Development Agreement
Exhibit M (03/2022)
duplication): (a) interest charges, (b) the provision for federal, state, local and foreign income
taxes payable, (c) depreciation and amortization expense, and (d) rent and lease expense.

1.1.32 “Event of Default” has the meaning set forth in Section 9.1.

1.1.33 [“Existing Developer Franchise Agreements” has the meaning set out in the
preamble above, and an “Existing Developer Franchise Agreements” means any of them.]

1.1.34 [“Existing Developer Restaurants” has the meaning set out in the preamble above,
and an “Existing Developer Restaurant” means any of them.]

1.1.35 “Existing Development Agreements” means any agreements between BKC and
Franchisees in effect as of the Commencement Date pursuant to which, among other things, BKC
has granted development rights to such Franchisees in the Territory, including without limitation,
target reservation agreements, and an “Existing Development Agreement” means any of them.

1.1.36 “Food Court Restaurant” means a Restaurant in a retail space within an area of
a building which consists primarily of quick service restaurants, meeting the minimum criteria for
food court restaurants as determined by BKC, in its sole discretion, for the U.S. from time to time.

1.1.37 “Franchise Agreements” means the franchise agreements by and between BKC
as franchisor and Franchisees, as franchisee, pursuant to which, among other things, BKC has
granted a license to use the Burger King Marks at the Franchised Restaurants in the Territory,
and a “Franchise Agreement” means any of them.

1.1.38 “Franchise Agreement Form” means the form of the “Franchise Agreement (Entity
Form)” disclosed by BKC in the then-current Franchise Disclosure Document.

1.1.39 “Franchise Approval” has the meaning set forth in Section 6.1.

1.1.40 “Franchise Disclosure Document” means BKC’s then-current Franchise Disclosure

Document for the U.S..

1.1.41 “Franchised Restaurants” means, collectively, the Burger King Restaurants

operated by Franchisees pursuant to Franchise Agreements, and a “Franchised Restaurant”
means any of them.

1.1.42 “Franchisees” means third party operators of Burger King Restaurants pursuant to
Franchise Agreements, and a “Franchisee” means any of them.

1.1.43 “Free Standing Restaurant” means a Restaurant in a single purpose, single tenant
freestanding building, meeting the minimum criteria for free standing restaurants as determined
by BKC, in its sole discretion, for the U.S. from time to time.

1.1.44 “Gross Sales” has the meaning set forth in the Franchise Agreement Form.

1.1.45 “Indirect Tax” and “Indirect Taxes” have the meaning set forth in Section 7.8.

1.1.46 “Initial Franchise Fee” means the initial franchise fee amount payable to BKC by
Area Developer pursuant to Sections 1.1.7, 7.4, and 7.5.

5
Area Development Agreement
Exhibit M (03/2022)
 1.1.47 “In-Line Restaurant” means a Restaurant in a retail space within a building,
meeting the minimum criteria for in-line restaurants as determined by BKC, in its sole discretion,
for the U.S. from time to time.

1.1.48 “Law” or “law” means, collectively, any laws, rules, statutes, decrees, regulations,
circulars, writs, injunctions, ordinances or orders, including all applicable public, environmental,
and antitrust laws, and regulations; and any administrative decisions, judgments and other
pronouncements enacted, issued, promulgated, enforced or entered by any governmental
authority.

1.1.49 “Local Investment Survey” has the meaning set forth in Section 12.1.2.

1.1.50 “National/Divisional Survey” has the meaning set forth in Section 12.1.1.

1.1.51 “New Developer Restaurants” means the Burger King Restaurants opened and
operated by Area Developer in the Territory on or after the Commencement Date pursuant to this
Agreement, and a “New Developer Restaurant” means any of them.

1.1.52 “New Developer Restaurant Franchise Agreement” means the franchise

agreement by and between BKC as franchisor, and Area Developer, as franchisee, entered into
on or after the Commencement Date pursuant to this Agreement, pursuant to which, among other
things, BKC grants Area Developer a license to use the Burger King Marks in connection with the
operation of a New Developer Restaurant.

1.1.53 “Number of Shortfall Restaurants” means a positive number determined by

calculating the difference between (a) the Cumulative Opening Target for the Shortfall
Development Year, and (b) the total number of New Developer Restaurants (as calculated in
accordance with Section 5.1, Section 5.2 and the Development Schedule) opened and operating
in the Territory on the last day of the Shortfall Development Year, and each such Restaurant is a
“Shortfall Restaurant”. For example, if the Cumulative Opening Target for the Shortfall
Development Year is 38, and the total number of New Developer Restaurants open and operating
on the last Day of the Shortfall Development Year is 36 (net of closures in accordance with Section
5.1 and the Development Schedule), then the Number of Shortfall Restaurants would be the
difference between 38 and 36, or two (2).

1.1.54 “Obligations” has the meaning set forth in Section 14.1.

1.1.55 “OpCo” means a wholly owned subsidiary of Area Developer, the sole purpose of
which is to own and operate Burger King® restaurants and which otherwise meets BKC’s entity
franchise requirements.

1.1.56 “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, limited partnership, governmental authority,
statutory organization or other entity.

1.1.57 “P&L and Capex Information” means the following information, by hard copy or
electronic format prescribed by or otherwise acceptable to BKC: (a) monthly, quarterly and fiscal
year-to-date profit and loss statements and actual capital expenditures incurred for such periods
prepared as management accounts in accordance with generally accepted accounting principles
in the U.S. for each Developer Restaurant and the total operations of the Area Developer, as the
case may be, including, without limitation, all Burger King Restaurants operated by the OpCos
which for the avoidance of doubt includes the main office function and any distribution function,
6
Area Development Agreement
Exhibit M (03/2022)
(b) the capital expenditures incurred by the Area Developer for the relevant period, and (c) such
other information and records of any kind as BKC may reasonably require from time to time,
including, without limitation, quarterly balance sheets and income statements and copies of any
other documentation provided to the taxing authorities relating to the Developer Restaurants, as
the case may be.

1.1.58 “Polling Information” means information or data about Developer Restaurants that
is transmitted to or from a POS System or other system operated by Area Developer, or its agents,
into a computer or system operated by BKC or its agents in the manner and format prescribed by
BKC from time to time. For the avoidance of doubt, Polling Information includes daily sales, daily
transaction level data, sales per visit and products and combinations of products sold, otherwise
known as product mix data or “PMIX” and inventory data.

1.1.59 “POS System” means a point of sale computerized system approved by BKC or
an Affiliate of BKC for use in the Burger King System in the U.S. consisting of telecommunications
systems (including required dedicated telephone and power, network and broadband lines, and
modem(s)), electronic hardware and software technology (including hardware and software
updates approved and mandated by BKC and/or its Affiliates), printer(s), and other computer-
related accessories or peripheral equipment, which captures, records and transmits sales, taxes
on sales, type and price of each item sold, coupon redemptions, number, date and time of
transactions, products and combinations of products sold and such other related information as
may be required by BKC from time to time, in its sole discretion.

1.1.60 “Prepaid Franchise Fees” has the meaning set forth in Section 7.6.

1.1.61 “Principals” means the parties designated in the preamble above as Principals,
and their respective successors and permitted assigns, and a “Principal” means any of them.

1.1.62 “Replacement Restaurant” has the meaning set out in the Development
Schedule.

1.1.63 “Royalty” means the monthly amounts payable to BKC by Area Developer
pursuant to Sections 1.1.7, 7.4, and 7.5.

1.1.64 “Shortfall Development Year” has the meaning set forth in Section 5.3.

1.1.65 “Shortfall Restaurant” has the meaning set forth in Section 1.1.53.

1.1.66 “Site Approval” has the meaning set forth in Section 6.2.1.

1.1.67 “Term” has the meaning set forth in Article IV.

1.1.68 “Termination Date” means the date of expiration or earlier termination of this
Agreement.

1.1.69 “Territory” means the geographic regions consisting of all of the DMAs set forth
in Exhibit B.

1.1.70 “Transferred” has the meaning set forth in Section 11.1 and the term “Transfer”
shall be read accordingly.

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Exhibit M (03/2022)
1.2 Construction

1.2.1 Capitalized terms used herein, which are not defined in this Agreement but are
defined in the most current Developer Franchise Agreement shall have the same meaning as in
the Developer Franchise Agreement unless the context otherwise requires.

1.2.2 In this Agreement, unless otherwise specified (i) singular words include the plural
and plural words include the singular; (ii) words importing any gender include the other gender;
(iii) references to any Law include all applicable rules, regulations and orders adopted or made
thereunder and all statutes or other laws amending, consolidating, superseding or replacing the
statute or law referred to; (iv) references to any agreement or other document, including this
Agreement, include all subsequent amendments, modifications or supplements to such
agreement or document made in accordance with the terms hereof or thereof; (v) references to
articles, sections, Exhibits and Schedules are to the articles, sections, Exhibits and Schedules of
this Agreement, unless the context otherwise requires; (vi) numberings and headings of articles,
sections, Exhibits and Schedules are inserted only for convenience and shall not affect the
construction of this Agreement; (vii) the term “including” as used herein means “including but not
limited to”; and (viii) all Exhibits and Schedules to this Agreement are incorporated herein by this
reference thereto as if fully set forth herein, and all references herein to this Agreement shall be
deemed to include all such incorporated Exhibits and Schedules.

1.2.3 References to a Party shall include such Party’s permitted successors and
assigns.

1.2.4 References to Area Developer shall be deemed, where appropriate, to include any
OpCo, and, as the context may require, references to Developer Franchise Agreements entered
into by Area Developer shall be deemed to include Developer Franchise Agreements entered into
by an OpCo and the ownership and operation of Developer Restaurants by Area Developer shall
be deemed to include the ownership and operation of such Restaurants by an OpCo.

1.2.5 Reference to any specific standard, policy, procedure, form, agreement or process
of BKC includes a reference to any policy, procedure, form, agreement or process described by
any other name which has been issued by BKC in substitution thereof or with substantially similar
effect.

1.2.6 The headings as to contents of particular sections are inserted only for
convenience and reference and are in no way to be construed as part of this Agreement or as a
limitation on the scope of any of the terms or provisions of this Agreement.

1.2.7 In all cases where Area Developer is required to obtain BKC’s prior consent,
authorization or approval, such consent, authorization or approval shall be granted or withheld in
BKC’s sole and absolute discretion, unless otherwise indicated, and any such consent,
authorization or approval must be in a writing signed by a duly authorized officer of BKC.

1.2.8 Whenever the words "day" or “days” are used in this Agreement, it shall be
considered to mean “calendar days” and not “business days” unless an express statement to the
contrary is made. In the event that any day on which any payment is due from Area Developer
falls on a Saturday, Sunday, or holiday recognized by the U. S. Postal Service, then Area
Developer shall make such payment on the prior day.

1.2.9 An obligation of two or more Parties binds them jointly and severally.
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Area Development Agreement
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 1.2.10 An obligation includes a warranty or representation and a reference to a failure to
observe or perform an obligation includes a breach of warranty or representation.

1.2.11 A writing includes any mode of representing or reproducing words in tangible and
permanently visible forms, and includes a facsimile transmission.

ARTICLE II: AREA DEVELOPER AND THE PRINCIPALS

2.1 Area Developer and the Principals represent and warrant jointly, severally and
unconditionally to BKC that, the equity holdings of the Principals in Area Developer are owned as
set out in Part 1 of Schedule 2 and the equity holdings in any corporate Principals (and any
Principals other than natural persons) are owned as set out in Part 2 of Schedule 2. Upon BKC’s
request, Area Developer and the Principals shall promptly furnish BKC with certified copies of
articles of incorporations, bylaws and other governing documents of Area Developer and each
Principal, and any amendments thereto, including the resolution of the board of directors of Area
Developer and each Principal authorizing entry into this Agreement.

2.2 References in this Agreement to holding or ownership of a stated percentage of the capital
of a company shall be references to such percentage or holding of the entire issued share capital
of that company; and if a company shall at any time have more than one class of capital, shall be
references to holdings of all classes of shares in that company. For the purposes of this
Agreement “holdings” or “ownership” means all legal and beneficial ownership.

2.3 Neither the Principals nor Area Developer may include any of the following
words/expressions in its name without the prior written consent of BKC: the words Burger King,
the initials BKC, Whopper, or anything similar to or resembling the same in appearance, sound,
or in any other way.

ARTICLE III: GRANT OF RIGHTS

3.1 Non-Exclusive Development Rights. Subject to the terms and conditions of this
Agreement, BKC hereby grants to Area Developer the non-exclusive right to develop, open and
operate New Developer Restaurants in the Territory during the Term and pursuant to the
Development Schedule (the “Development Rights”).

3.2 This Agreement is not a Franchise Agreement and does not grant Area Developer a
franchise for the operation of a Burger King® Restaurant, any right to use the Burger King Marks
or Burger King System, but merely sets forth the terms and conditions under which Area
Developer will be entitled to obtain a Franchise Agreement.

3.3 Prior to the opening of each New Developer Restaurant, Area Developer must enter into
a New Developer Restaurant Franchise Agreement for such New Developer Restaurant.

3.4 For the avoidance of doubt,

3.4.1 the right to develop, open and operate New Developer Restaurants at Captive
Locations are specifically excluded from the Development Rights set forth in Section 3.1;

3.4.2 BKC may itself or through another party as franchisee develop and operate Burger
King Restaurants within and/or outside the Territory;

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Area Development Agreement
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 3.4.3 rights or approvals granted by BKC to Franchisees or other persons or entities are
not affected by this Agreement, including without limitation, rights or approvals granted pursuant
to Existing Development Agreements; and

3.4.4 this Agreement shall not limit BKC’s ability to renew or extend Franchise
Agreements or Existing Development Agreements within or outside the Territory, or to enter into
new agreements for Burger King Restaurants within or outside the Territory, including new
development agreements, whether previously approved and under development or otherwise.

3.4.5 BKC (on behalf of itself, its Affiliates and its designees) reserves all rights not
expressly granted to Area Developer under this Agreement, and Area Developer and Principals
hereby accept and acknowledge such reserved rights of BKC. Without limiting the generality of
the foregoing, BKC reserves the right to distribute, offer for sale and/or to acquire, convert,
develop and establish other license systems for the same or similar products or services, utilizing
the same, similar or different trademarks and to grant franchises and licenses thereto, either
through Burger King Restaurants or other channels (including without limiting the generality of the
foregoing, delivery units, kiosks, grocery or convenience stores, express units, catering, home
delivery, food trucks and other mobile means of product or service delivery, mail order, television,
catalogue sales, internet websites or other means of electronic advertising and sales), without
providing the Area Developer any rights therein.

3.5 Area Developer must obtain BKC’s prior written approvals to develop a New Developer
Restaurant in accordance with the development procedures set forth in Article VI.

3.6 In the event of conflict or confusion as to the exact boundaries of the Territory the sole
discretion of BKC will prevail.

ARTICLE IV: TERM

Unless terminated earlier as provided herein, this Agreement shall commence on the
Commencement Date and expire at the end of Development Year __, i.e., _________ ___, 20___
(“Term”).

ARTICLE V: DEVELOPMENT OBLIGATIONS

5.1 Area Developer shall develop and open for business and keep open pursuant to the terms
of the New Developer Restaurant Franchise Agreements a minimum number of new Burger King
Restaurants in the Territory in strict compliance with the Development Schedule. The following
Developer Restaurants shall not count towards fulfillment of Area Developer’s obligations under the
Development Schedule: (a) any Acquired Restaurants, (b) [the Existing Developer Restaurants,]
and (c) any New Developer Restaurants opened by Area Developer without first obtaining the
approvals from BKC required under Article VI of this Agreement. All of the Cumulative Opening
Targets set forth in the Development Schedule are expressed net of closures, without distinction as
to the reason for such closure (i.e., expiration, early termination or otherwise).

5.2 Only Free-Standing Restaurants, In-Line Restaurants, [and] Food Court Restaurants[, and
Drive-Thru Only Restaurants] shall count towards fulfillment of Area Developer’s obligations under
the Development Schedule.

5.3 In addition to any other legal rights and remedies available to BKC set out in this
Agreement or at Law, if Area Developer fails to achieve any Cumulative Opening Target (as set
10
Area Development Agreement
Exhibit M (03/2022)
forth in the Development Schedule) for any Development Year during the Term by the end of such
Development Year (each such Development Year, a “Shortfall Development Year”), then BKC
may, in its sole discretion, upon written notice to Area Developer elect to charge Area Developer
the Base Fee amounts for the term of the New Developer Restaurant Franchise Agreement for
each such Shortfall Restaurant instead of the reduced fee amounts set forth in Section 7.4 or 7.5.
For the avoidance of doubt, all New Developer Restaurants developed and opened during the
Development Year following the Shortfall Development Year which count towards fulfillment of
Area Developer’s obligations under the Development Schedule shall be considered a Shortfall
Restaurant until the Number of Shortfall Restaurants has been reached.

By way of example, suppose that Area Developer by the end of Development Year 3 develops,
opens and operates on a cumulative basis (and as calculated in accordance with Section 5.1,
Section 5.2 and the Development Schedule) 12 New Developer Restaurants and that the
Cumulative Opening Target for such Development Year was 15, resulting in a Shortfall
Development Year. The Number of Shortfall Restaurants is 15 minus 12, or three (3). If Area
Developer opens 4 New Developer Restaurants in the first month of Development Year 4, at
BKC’s election, the amount of Initial Franchise Fees, Royalty and Advertising Contribution set
forth in the New Developer Restaurant Franchise Agreements for the first 3 of such New
Developer Restaurants opened in Development Year 4 shall be the Base Fee amounts for the
entire term of such New Developer Restaurant Franchise Agreements, instead of any reduced
fee amounts set forth herein. The New Developer Restaurant Franchise Agreement for the fourth
New Developer Restaurant developed and opened during Development Year 4 shall contain the
reduced fee amounts, if any, set forth herein.

5.4 In addition to any other legal rights and remedies available to BKC set out in this
Agreement or at Law, if Area Developer fails to achieve any Cumulative Opening Target (as set
forth in the Development Schedule) by the end of a Shortfall Development Year, then BKC may,
in its sole discretion, upon written notice to Area Developer terminate this Agreement in its
entirety. In addition, in the event of such termination, BKC may, in its sole discretion, upon written
notice to Area Developer elect to charge Area Developer the Base Fee amounts for the term of
the New Developer Franchise Agreement for each New Developer Restaurant instead of any
reduced fee amounts set forth herein beginning on the date of termination of this Agreement.

ARTICLE VI: DEVELOPMENT PROCEDURE

6.1 Franchise Approval. Area Developer shall apply for and meet BKC’s then-current
operational, financial, credit, legal and other criteria for developing and operating a new Burger
King Restaurant as set forth in the then-current BKC Franchise Approval and Expansion Policy
(herein, “Franchise Approval”) applicable to all Franchisees in the U.S. Area Developer
understands and accepts that BKC may change its criteria for Franchise Approval as it applies to
all Franchisees during the term of this Agreement. Failure to meet the requirements for
operational, financial, credit and/or legal approval shall constitute grounds for, among other
things, BKC refusing to grant Franchise Approval or withdrawing an approval already granted.
Any failure by Area Developer to qualify for Franchise Approval for any period of time shall not
extend, modify or reduce the development obligations of Area Developer under Section 5.1, and
if such failure results in Area Developer defaulting on its development obligations under Section
5.1, BKC may, in its sole discretion, exercise its rights under Sections 5.3, 5.4 and/or 9.1.1. For
the avoidance of doubt, if any, operational, financial, credit, legal or other ground that disqualifies
Area Developer from obtaining Franchise Approval also constitutes a separate breach of this
Agreement or any other agreement between Area Developer (or any Affiliate) and BKC, nothing

11
Area Development Agreement
Exhibit M (03/2022)
in this Agreement limits or prejudices in any manner any rights or remedies of BKC with respect
to such separate breach under this Agreement or any other agreement.

6.2 Site Approval.

6.2.1 Site Approval Process. After obtaining Franchise Approval, Area Developer shall
apply for and obtain site approval from BKC for any site on which Area Developer proposes to
construct a new Burger King Restaurant under this Agreement in accordance with BKC’s then-
current standard site approval procedures applicable to all Franchisees (herein, “Site Approval”).
The Site Approval application shall contain detailed information regarding the site and the market
around the site, and Area Developer shall use the application format from time to time adopted by
BKC applicable to the U.S. Site Approval is a prerequisite to authorization to construct a new
Burger King Restaurant at a particular location. Area Developer acknowledges that Site Approval
can be granted only by means of a written approval duly executed by an authorized representative
of BKC and no other approval, whether oral or written, shall be effective or binding on BKC. Area
Developer’s receipt of BKC’s written notice of Site Approval only shall serve to constitute approval of
a site. Site Approval does not assure that a Franchise Agreement will be executed.

6.2.2 Denial of Site Approval. Area Developer acknowledges that BKC may, in its sole
discretion, deny Site Approval for any site if, for any reason, the site does not meet BKC’s criteria
for Site Approval, including, without limitation, Area Developer’s failure to demonstrate sufficient
financial capabilities to properly develop, operate and maintain the proposed New Developer
Restaurant. To this end, Area Developer shall furnish BKC with such financial statements and
other information regarding Area Developer and the development and operation of the proposed
New Developer Restaurant, including investment and financing plans for the proposed New
Developer Restaurant, as BKC reasonably may require. If Area Developer enters into any legally
binding commitment with respect to a potential site before BKC has granted Site Approval, then Area
Developer shall bear the entire risk of loss or damage resulting from a subsequent decision of BKC
not to grant Site Approval. In determining whether or not to grant Site Approval, BKC may have
regard to any relevant matter in its sole discretion including without limitation to the protection of
the Burger King System, to its own interests and to the orderly and proper development of
Restaurants in the Territory, and the interests of other operators of Burger King Restaurants in
the Territory, or in other areas adjacent to or which may be directly or indirectly impacted by the
operation of a new Burger King Restaurant at the proposed site. Without limiting the generality of
the foregoing, if BKC believes in its sole and absolute discretion that development of a new Burger
King Restaurant at the site proposed by Area Developer will have an adverse impact upon sales
to or at an existing Restaurant operated by BKC or a Franchisee, BKC may, in its sole discretion,
deny Site Approval. Area Developer agrees to participate and cooperate in any mediation,
arbitration or other legal action conducted pursuant to the BKC Procedures for Resolving
Development Disputes in the event an objection is received by BKC from another Franchisee in
connection with the development of a site. The denial of Site Approval by BKC shall not extend,
modify or reduce the development obligations of Area Developer under Article V.

6.3 Construction Approval. After obtaining Site Approval, the following requirements relating
to site acquisition and construction shall apply:

6.3.1 Area Developer assumes all cost, liability, expense and responsibility for procuring
the location, acquisition and development of sites and for construction of new Burger King
Restaurants. If Area Developer acquires a leasehold interest in the site, such lease shall be for
a term extending at least through the term of the New Developer Restaurant Franchise Agreement
to be granted for the location.
12
Area Development Agreement
Exhibit M (03/2022)
 6.3.2 Any new Burger King Restaurant shall be constructed equipped and furnished in
accordance with the Current Image standards.

6.3.3 Each new Restaurant shall be constructed, equipped and furnished in accordance
with plans and specifications prepared in compliance with the Approved Plans and Specifications.
Area Developer shall be responsible for procuring its own architectural and engineering services
and all necessary approvals and permissions from the relevant Authorities. Prior to commencing
construction of a new Developer Restaurant, Area Developer shall obtain from BKC prior written
architectural and design approval of the Area Developer’s plans and specifications (hereinafter
referred to as “Construction Approval”). Any subsequent material changes to the approved
plans must be approved by BKC’s Vice President of Development. BKC must approve the type
of facility, site layout, and equipment configuration for the new Restaurant to be developed
hereunder, including the building design, style, size and interior décor, as well as the type of
equipment, service format and equipment arrangement for any new Burger King Restaurant,
which may be changed, amended or modified by BKC from time to time. The above
notwithstanding, Area Developer shall be responsible for constructing the new Restaurant in
accordance with all Laws.

6.4 Construction Plans. BKC assumes no liability for the adequacy of any Approved Plans
and Specifications. Area Developer assumes all cost, liability and expense for developing,
constructing and equipping each Restaurant. It shall be Area Developer's responsibility to have
prepared Approved Plans and Specifications to suit the shape and dimensions of the site, and
Area Developer shall ensure that the Approved Plans and Specifications comply with applicable
ordinances, Americans With Disabilities Act (“ADA”) requirements, building codes and permit
requirements and with lease requirements and restrictions. Area Developer shall obtain and use
only registered architects, registered engineers, and professional and licensed contractors who
demonstrate to BKC’s reasonable satisfaction the ability to meet BKC’s reasonable quality
standards (as determined by BKC in its reasonable discretion), in each case, to prepare the
Approved Plans and Specifications (including surveys and site and foundation plans), to adapt
the Approved Plans and Specifications to applicable local or state laws, regulations or ordinances,
and to construct each Restaurant. Area Developer shall bear all costs and expenses incurred in
connection with the preparation of all Approved Plans and Specifications (including the costs and
expenses incurred for any plans containing deviations or modifications from BKC’s standard plans
and specifications).

6.5 No Franchise Without Site Approval. Nothing in this Agreement shall be construed as
obligating BKC to grant a New Developer Restaurant Franchise Agreement for any site which has
not been approved in accordance with this Agreement. No Restaurant may open, nor be counted
in determining Area Developer’s achievement of any Cumulative Opening Target, if construction
has not been performed in substantial compliance with the Approved Plans and Specifications.
BKC may terminate this Agreement if such non-compliance is not cured within a commercially
reasonable amount of time.

6.6 No Representation Regarding Site. Area Developer, on behalf of itself and each OpCo,
agrees that BKC’s approval of any site or BKC’s approval of any specifications or other matters
relating to the development of a new Burger King Restaurant does not amount to a representation
or warranty relating directly or indirectly to the potential success or viability of a site or the new
Burger King Restaurant. Neither Area Developer nor any OpCo shall rely upon any warranty,
representation or advice given by any person by or on behalf of BKC directly or indirectly relating
to the success or viability of a new Burger King Restaurant. Area Developer acknowledges and
agrees that any site selection assistance or approval provided by BKC or its Affiliates is not
13
Area Development Agreement
Exhibit M (03/2022)
intended and shall not be construed or interpreted as a representation, warranty or guarantee that
the site (or any other site) will achieve any estimated sales or otherwise succeed, nor shall any
location recommendation made by BKC or its Affiliates be deemed a representation that any
particular location is available for use as a New Developer Restaurant. For the avoidance of doubt,
BKC assumes no liability or responsibility for: (i) evaluation of an accepted site’s soil for hazardous
substances; (ii) inspection of any structure on the accepted site for asbestos or other toxic or
hazardous materials; (iii) compliance with the ADA; or (iv) compliance with any other applicable
law. It is Area Developer’s sole responsibility to obtain satisfactory evidence and/or assurances
that the accepted site (and any structures thereon) is free from environmental contamination and
in compliance with the requirements of the ADA.

6.7 Notice of New Developer Restaurant. Area Developer shall provide BKC with at least 180
days prior written notice of the opening of each New Developer Restaurant, and such notice shall
include the projected opening date of the New Developer Restaurant. Failure to provide the notice
required by this Section 6.7 shall constitute an Event of Default pursuant to Section 9.1.9.

ARTICLE VII: GRANT OF FRANCHISE

7.1 Upon fulfilment of the following conditions precedent in relation to each proposed New
Developer Restaurant, BKC shall grant and Area Developer shall accept a franchise in respect of
the relevant New Developer Restaurant on the terms and conditions set out in the Franchise
Agreement Form except to the extent otherwise set forth in Sections 7.4 and 7.5:

7.1.1 Area Developer has paid to BKC (or to such party as BKC may direct) the Initial
Franchise Fee required in respect of the New Developer Restaurant to be opened, such
payment to be made prior to or upon execution of the New Developer Restaurant
Franchise Agreement for the New Developer Restaurant;

7.1.2 Area Developer has executed and delivered to BKC at least two counterparts of
the New Developer Restaurant Franchisee Agreement and all other documents
customarily required by BKC in connection with the grant of a franchise;

7.1.3 Area Developer, its Affiliates, and the Principals are in full compliance with the
requirements of this Agreement and all Developer Franchise Agreements in force at the
time a grant of a franchise is requested;

7.1.4 Area Developer has obtained and continues to hold all relevant approvals, permits
and licenses required by applicable law to operate the New Developer Restaurant;

7.1.5 Area Developer is current on all monetary obligations due BKC;

7.1.6 Area Developer has completed the construction of the New Developer Restaurant
in accordance with the Approved Plans and Specifications approved by BKC and with all
Laws;

7.1.7 Area Developer has decorated the interior of the New Developer Restaurant and
purchased or leased and installed all specified and required fixtures, equipment,
furnishings and signs in accordance with BKC’s standards and specifications;

7.1.8 Area Developer has obtained a certificate of occupancy and all other required
building, utility, health, sign, sanitation, safety or fire department certificates, and other
14
Area Development Agreement
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 permits and licenses applicable to the New Developer Restaurant, and, if requested by
BKC, Area Developer shall have submitted a copy of the certificate of occupancy to BKC;

7.1.9 Area Developer has hired and trained a staff in accordance with the requirements
of the New Developer Restaurant Franchise Agreement;

7.1.10 Area Developer has purchased an opening inventory for the New Developer
Restaurant of only products and other materials and supplies that have been authorized
and approved by BKC;

7.1.11 If Area Developer leases the location of the New Developer Restaurant, BKC has
been furnished with a copy of a fully executed lease for the location and such lease shall
be for a term that is at least equal to the term of the New Developer Restaurant Franchise
Agreement for the relevant New Developer Restaurant; and

7.1.12 Area Developer has furnished to BKC copies of all insurance policies required by
this Agreement and the New Developer Restaurant Franchise Agreement, or such other
evidence of insurance coverage and payment of premiums as BKC reasonably may
request.

7.2 Until the franchise has been granted pursuant to Section 7.1, the proposed New Developer
Restaurant shall not open for business. Following the grant of a franchise, the New Developer
Restaurant shall open for business immediately and in any event not later than 7 days thereafter,
time being of the essence.

7.3 The duration of each New Developer Restaurant Franchise Agreement shall be 20 years
or such other duration agreed in writing by BKC, subject to property control.

7.4 Except as set forth in Sections 5.3 and 5.4, Area Developer shall pay to BKC with respect
to each New Developer Restaurant opened in Development Year [___]:

7.4.1 an Initial Franchise Fee in the amount of FIFTY THOUSAND ($50,000) DOLLARS;

7.4.2 Royalty in the following amount: [INSERT ROYALTY AMOUNT]

7.4.3 Advertising Contribution in the amount of 4% of monthly Gross Sales at such New
Developer Restaurant.

7.5 Except as set forth in Sections 5.3 and 5.4, Area Developer shall pay to BKC with respect
to each New Developer Restaurant opened in Development Years [___]:

7.5.1 an Initial Franchise Fee in the amount of FIFTY THOUSAND ($50,000) DOLLARS;

7.5.2 Royalty in the following amount: [INSERT ROYALTY AMOUNT]

7.5.3 Advertising Contribution in the amount of 4% of monthly Gross Sales at such New
Developer Restaurant.

7.6 Prepaid Franchise Fee. Area Developer will pay to BKC initial franchise fees in advance
in the amount of [INSERT AMOUNT] (the “Prepaid Franchise Fees”). [The Prepaid Franchise
Fees shall be paid in installments as follows: (a) the first installment in the amount of [INSERT
AMOUNT] shall be due and payable on the Commencement Date; (b) the second installment in
15
Area Development Agreement
Exhibit M (03/2022)
the amount of [INSERT AMOUNT] shall be due and payable on the first anniversary of the
Commencement Date; (c) the third installment in the amount of [INSERT AMOUNT] shall be due
and payable on the second anniversary of the Commencement Date; (d) the fourth installment in
the amount of [INSERT AMOUNT] shall be due and payable on the third anniversary of the
Commencement Date; and (e) the fifth installment in the amount of [INSERT AMOUNT] shall be
due and payable on the fourth anniversary of the Commencement Date.] Upon the execution of
each New Developer Restaurant Franchise Agreement, BKC will apply the respective amount of
the Prepaid Franchise Fees collected by BKC as payment of the Initial Franchise Fee owed for
that New Developer Restaurant until the full amount of the Prepaid Franchisee Fees are
exhausted. Thereafter, Area Developer shall pay the applicable Initial Franchise Fee to BKC in
accordance with this Agreement. For the avoidance of doubt, no amount of the Prepaid
Franchise Fees shall be applied to the payment of Initial Franchise Fees due for Acquired
Restaurants.

7.7 Area Developer acknowledges and agrees that BKC will suffer substantial damages as a
result of the termination of this Agreement before the expiration of the Term. Some of those
damages include lost Initial Franchise Fees, Royalties, development opportunities, market
penetration, opportunity costs, and expenses that BKC will incur in developing or finding another
franchisee to develop BURGER KING® Restaurants in the Territory (collectively, “Brand
Damages”). Area Developer and BKC acknowledge that Brand Damages are difficult to estimate
accurately and proof of Brand Damages would be burdensome and costly, although such
damages are real and meaningful to BKC. Therefore, upon termination of this Agreement before
the expiration of the Term for any reason, (a) BKC shall have the right to retain, without obligation
for any refund to Area Developer or for any application toward any future initial franchise fees due
from Area Developer, the remaining balance of Prepaid Franchise Fees paid by Area Developer
prior to the date of termination, and (b) Area Developer shall pay to BKC an amount equal to the
amount of the next installment of Prepaid Franchise Fees that would have come due after the
date of termination, which shall become immediately due and payable to BKC as of the date of
termination. Area Developer acknowledges and agrees that the amount of liquidated damages
determined in accordance with this Section 7.7 reasonably represents BKC’s Brand Damages
arising from the termination of this Agreement before the expiration of the Term. Area Developer’s
payment of the liquidated damages to BKC will not be considered a penalty but, rather, a
reasonable estimate of fair compensation to BKC for the Brand Damages BKC will incur because
this Agreement did not continue for the full length of the Term. Area Developer acknowledges
that the payment of liquidated damages is full compensation to BKC only for the Brand Damages
resulting from the early termination of this Agreement and is in addition to, and not in lieu of, Area
Developer’s obligations to pay other amounts due to BKC under this Agreement as of the date of
termination and to comply strictly with Area Developer’s other post-termination obligations.

7.8 It is understood and agreed by the parties that Area Developer shall be responsible for
complying with, and paying, any sales and use tax, goods and services tax, value added tax, ad
valorem tax, excise tax, duty, levy or other governmental charges, and other obligations of the
same or of a similar nature to any of the foregoing (together with any penalties, interest, or other
similar amounts thereon) levied by a tax authority (each, an “Indirect Tax”; and collectively,
“Indirect Taxes”) in respect of any payment made by Area Developer pursuant to this Agreement.
Any and all other tax liabilities, except Indirect Taxes, arising out of this Agreement will be the
responsibility of the party owing such taxes. Notwithstanding the foregoing or anything else
herein, the parties have agreed that the amount of all fees and other amounts payable pursuant
to this Agreement by the Area Developer do not include any Indirect Tax and, in the event any
Indirect Tax applies under either existing law or a future change in statute or interpretation that
results in Indirect Tax being imposed on the fees or other amounts payable pursuant to this
16
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Agreement, Area Developer shall bear the economic burden of such Indirect Tax either through
(i) payment of the Indirect Tax to BKC or (ii) if Area Developer is required by Law to deduct and
pay the applicable Indirect Tax to the relevant tax authority, Area Developer shall gross up the
fees by the applicable Indirect Tax amount and remit payment of the applicable Indirect Tax
amount to the relevant tax authority, without any deduction from fees payable under this
Agreement. For greater clarity, all payments made under this Agreement shall be made in full,
free of any deduction or set off whatsoever.

ARTICLE VIII: TECHNOLOGY SYSTEMS/BUSINESS REVIEWS/[DELIVERY]

8.1 Area Developer shall, at its sole cost and expense, provide BKC with Polling Information
pursuant to the Developer Franchise Agreements and install POS Systems and adopt polling and
data collection systems prescribed by BKC, in the format and using only vendors for such systems
and such data exchange standards and protocols as BKC may require. Area Developer shall
provide BKC with P&L and Capex Information pursuant to the Developer Franchise Agreements
at such times as BKC designates and in an electronic format prescribed by or otherwise
acceptable to BKC.

8.2 Area Developer shall also, at its sole cost and expense, at each Developer Restaurant:
(a) maintain centralized or technology-based methods of taking, processing, routing, and
delivering orders or receiving payment for such orders that may be mandated by BKC at any time,
in addition to the methods and technology BKC currently uses or authorizes (individually an
“Additional Ordering System” and collectively “Additional Ordering Systems”); and (b) add or
replace equipment, wiring, hardware and software in connection with the Additional Ordering
Systems. To the extent any products and services related to an Additional Ordering System are
owned by BKC or provided by BKC, BKC may charge, and Area Developer shall pay, up front
and/or ongoing fees. BKC shall be the sole owner of all direct and related rights and assets,
including software and hardware, intellectual property and all data generated by the Additional
Ordering Systems, but excluding hardware or equipment Area Developer purchases directly for
the purpose of gaining access to the Additional Ordering System. If BKC requires Area Developer
to use an Additional Ordering System, then Area Developer shall comply with BKC’s requirements
for connecting to, and utilizing such technology in connection with the operation of the Developer
Restaurant. Area Developer will install and implement any Additional Ordering System required
by BKC within the reasonable time specified by BKC.

8.3 Area Developer shall also, at its sole cost and expense, at each Developer Restaurant:
(a) maintain technology for the purpose of communicating with customers of BURGER KING®
Restaurants and the collection, processing, storage and use of BURGER KING® Restaurant
customer data that may be mandated by BKC at any time, in addition to the methods and
technology BKC currently uses or authorizes (individually an “Additional Digital System” and
collectively, the “Additional Digital Systems”); and (b) add or replace equipment, wiring, hardware
and software in connection with the Additional Digital Systems. To the extent any products and
services related to an Additional Digital System are owned by BKC or provided by BKC, BKC may
charge up front and/or ongoing fees. BKC shall be the sole owner of all direct and related rights
and assets, including software and hardware, intellectual property and all data generated by the
Additional Digital Systems, but excluding hardware or equipment Area Developer purchases
directly for the purpose of gaining access to an Additional Digital System. BKC may use the data
generated by the Additional Digital Systems (1) to analyze customer trends, (2) to market BKC-
developed goods and products to all customers or specific customer(s), (3) to reward loyal or
repeat customers, (4) to provide the data to third parties, and (5) for such other purposes as BKC
deems appropriate in its sole discretion. Area Developer acknowledges and agrees that all net
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profits received by BKC from providing the data generated by the Additional Digital Systems to
third parties shall be the sole property of BKC. If BKC requires Area Developer to use an
Additional Digital System, then Area Developer shall comply with BKC’s requirements for
connecting to, and utilizing such technology in connection with the operation of the Developer
Restaurant. Area Developer will install and implement any Additional Digital System required by
BKC within the reasonable time specified by BKC.

8.4 Quarterly Business Reviews. Area Developer and BKC shall meet at a minimum on a
quarterly basis to conduct a business review meeting, which shall include a review of the financial
and operational performance of Area Developer. Notwithstanding the foregoing, BKC may, at its
option, request that the Area Developer provide materials which BKC believes are relevant for
any such business review and following its receipt of such materials, BKC may, in its sole
discretion, waive any business review meeting.

8.5 [Delivery. All Developer Restaurants, other than Captive Locations, must participate in the
currently approved BURGER KING® brand delivery program (the “Delivery Program”) if available
for such Developer Restaurant. The Delivery Program may be either through a BKC-approved
third-party delivery service or through a BURGER KING® brand specific internal program. If no
Delivery Program is available for a Developer Restaurant on the Commencement Date, such
Developer Restaurant must participate in the Delivery Program within thirty (30) days after a
Delivery Program becomes available for such Developer Restaurant. Area Developer agrees and
acknowledges that a breach of this Section 8.5 constitutes a material breach of this Agreement
under Section 9.1.9.]

ARTICLE IX: DEFAULT AND TERMINATION

9.1 Without prejudice to any other rights of BKC under this Agreement or at Law, upon the
occurrence of any of the following events (each, an “Event of Default”), Area Developer shall be
in default of this Agreement and BKC may, at its election, by written notice to Area Developer
terminate this Agreement with immediate effect (but with due regard for the cure periods set forth
below, if any):

9.1.1 if Area Developer fails to achieve the Cumulative Opening Target by the end of
any Development Year;

9.1.2 if Area Developer (or any of its Affiliates) fails to pay to BKC (or its designee) when
due (A) any amounts payable under this Agreement, and does not cure such failure within ten
(10) days of written notice from BKC, or (B) any amounts payable under a Developer Franchise
Agreement and does not cure such failure within the cure period provided under such Developer
Franchise Agreements;

9.1.3 if Area Developer (or any of its Affiliates) fails at any time to satisfy the
requirements for Franchise Approval;

9.1.4 if Area Developer and/or any of the Principals assigns, encumbers, transfers, sub-
licenses or otherwise disposes of, or attempts to assign, transfer, encumber, or otherwise dispose
of this Agreement or any of its rights hereunder in whole or in part, whether directly or indirectly
by operation of law, without the prior written consent of BKC in violation of Section 11.1 or 11.2;
or if Area Developer, any of its Affiliates, or any Principal duplicates, in whole or in part, the Burger
King System or violates the confidentiality or restrictive covenant provisions set forth in Article X;

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 9.1.5 if Area Developer, any of its Affiliates or any Principal seeks any type of relief under
the provisions of a bankruptcy or insolvency law; or if there is an arrangement among the creditors
of Area Developer, any of its Affiliates or any Principal; or any Person files a petition or application
seeking to have Area Developer, any of its Affiliates or any Principal adjudicated bankrupt and
the action is not dismissed within 30 days after it is filed; or Area Developer, any of its Affiliates
or any Principal admits in writing or upon sworn oath the inability to pay any debts as they fall
due; or a receiver or other administrator (permanent or temporary) is appointed over all or any of
the assets of Area Developer, any of its Affiliates or any Principal; or any administrator or liquidator
is appointed over Area Developer, any of its Affiliates or any Principal by any competent
bankruptcy court or under any other Law including under an order for a suspension of proceedings
or Area Developer, any of its Affiliates or any Principal takes any action to liquidate; or wind up;

9.1.6 if Area Developer (directly or through its Affiliate) opens any New Developer
Restaurant using any Burger King Marks or any marks similar to any Burger King Marks without
being granted Franchise Approval or Site Approval by BKC, or without having delivered to BKC a
fully executed New Developer Restaurant Franchise Agreement for such New Developer
Restaurant, or without having paid the applicable Franchisee Fee for such New Developer
Restaurant in accordance with this Agreement;

9.1.7 if Area Developer, any of its Affiliates or any Principal (or any Affiliate thereof)
challenges the validity of any of the Burger King Marks or copyright or other intellectual property
rights of BKC or any BKC Affiliate;

9.1.8 if any information provided by Area Developer or any of the Principals to BKC or
its Affiliates is materially false or misleading, including any information provided to BKC prior to
entering into this Agreement, and any information provided to BKC by Area Developer any of its
Affiliates or any of the Principals in order to obtain Franchise Approval or Site Approval pursuant
to the terms of this Agreement;

9.1.9 if Area Developer, any of its Affiliates or any Principal fails to comply with any of
the other material terms, provisions or conditions of this Agreement, any Developer Franchise
Agreement, or any other material obligation owed by Area Developer, any of its Affiliates or any
Principal to BKC and fails to rectify the same within 30 days (or such shorter period of time as
may be provided under any applicable Developer Franchise Agreement or other agreement) of a
notice requiring it to do so;

9.1.10 If Area Developer, any Principal or any Affiliate of Area Developer or Principal
breaches any other agreement to which a BKC Affiliate is a party (including without limitation, any
agreement to which another Person is a party);

9.1.11 if Area Developer or any board member or senior officer of Area Developer or any
Affiliate thereof engages in any conduct which is deleterious to, or could reasonably be expected
to have an adverse effect on the reputation of Area Developer, such Affiliate, BKC or the Burger
King brand;

9.1.12 if at any time after the Commencement Date, either (i) Area Developer ranks below
the top 50% of U.S. Franchisees in the same peer category as Area Developer, as such category
is determined by BKC in BKC’s sole discretion, in any metric used by BKC to measure operational
performance, as measured by BKC, or (ii) Area Developer receives a letter grade of "D" or "F" in
any metric used by BKC to measure operational performance, as measured by BKC. For the
avoidance of doubt, in determining any ranking, grade, rating or score of Area Developer pursuant
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to this paragraph, BKC may consider the performance not only of the Developer Restaurants, but
also any Burger King Restaurants owned and operated by any Affiliate(s) of Area Developer, or
by any other Franchisee owned in whole or in part by (x) any one or more of the Principals, or (y)
any "Managing Owner" or "Operating Partner" under any franchise agreement entered into by
Area Developer or its Affiliate;

9.1.13 [if Area Developer shall at any time incur total consolidated Debt that would cause
the ratio of (i) the total consolidated Debt of Area Developer, minus the cash or cash equivalents
held by Area Developer, to (ii) the trailing twelve months EBITDA of Area Developer ending at
such time, to be greater than [_______ (__)] times; or

9.1.14 if Area Developer shall at any time incur total consolidated Debt and rent and lease
obligations that would cause the ratio of (i) the total consolidated Debt of Area Developer, plus
the product of [___________ (__)] multiplied by the aggregate amount of principal rent or lease
payments made by Area Developer during the twelve (12)-month period immediately preceding
the date of determination, minus the cash or cash equivalents held by Area Developer, to (ii) the
trailing twelve (12) months EBITDAR of Area Developer ending at such time, to be greater than
[__________ (__)] times. ]

9.2 Upon termination of this Agreement pursuant to Section 9.1, all rights granted to Area
Developer under this Agreement and all Franchise Approvals for Restaurants not yet opened shall
terminate.

9.3 The failure of BKC to terminate this Agreement or the Development Rights upon the
occurrence of one or more Events of Default shall not constitute a waiver or otherwise affect the
right of BKC to terminate this Agreement or the Development Rights because of a continuing or
subsequent failure to cure one or more Events of Default or otherwise limit BKC’s right to pursue
any and all other remedies available at Law or in equity.

ARTICLE X: CONFIDENTIALITY AND RESTRICTIVE COVENANT

10.1 The term “Confidential Information” as used in this Agreement means all confidential and
proprietary information of BKC or any of its Affiliates, including without limitation, this Agreement,
BKC’s or any of its Affiliates’ trade dress, restaurant packaging design specifications and
strategies, brand standards, any information relating to business plans, branding and design,
operations manuals, including the MOD Manual, and other standards, specifications and
operating procedures, training material, marketing and business information, marketing strategy
and marketing programs, plans and methods, food specifications (including recipes, prepared
mixtures or blends of spices and other food products), details of suppliers and distributors, and
sources of supply and distribution, sales, contractual and financial arrangements of BKC and its
Affiliates and service providers, and all other information and knowledge relating to the methods
of operating and the functional know-how applicable to Burger King Restaurants and the
Burger King System and any other system or brand operated by BKC or its Affiliates revealed by
or at the direction of BKC or any of its Affiliates to Area Developer, any of its Affiliates and/or any
of the Principals.

10.2 Area Developer and each of the Principals acknowledges the uniqueness of the
Burger King System and that BKC is making the Confidential Information available to Area
Developer and the Principals only for the purpose of developing Burger King Restaurants. Area
Developer and each of the Principals agrees that it would be an unfair method of competition for

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any of them to use or duplicate or to allow others to use or duplicate any of the Confidential
Information. Area Developer and each Principal, therefore, must:

10.2.1 at all times, both during the Term and following its termination or expiration,
maintain the Confidential Information in strict confidence;

10.2.2 use the Confidential Information only in the operation of the Developer
Restaurants;

10.2.3 not disclose the Confidential Information to any person except those directors,
officers, employees, professional advisers and financing sources (debt or equity) of Area
Developer or any Principal who have a specific need to have access to it for the operation
of any of the Developer Restaurants, and who have been made aware of the terms on
which it has been disclosed to Area Developer and/or any Principal, and who agree to
maintain its confidentiality. Area Developer and the Principals are jointly and severally
responsible for any unauthorized disclosure of the Confidential Information by persons to
whom Area Developer or any Principal has disclosed it;

10.2.4 not permit anyone to reproduce, copy or exhibit any portion of the MOD Manual or
any other Confidential Information received from BKC or any of its Affiliates;

10.2.5 return, delete or destroy the Confidential Information received from BKC or any of
its Affiliates immediately upon receipt of a request from BKC to do so; and

10.2.6 at BKC’s request, procure the Managing Director (as defined in the Franchise
Agreement) and the Managing Owner (as defined in the Franchise Agreement) to execute
an agreement similar in substance to this Article X in a form acceptable to BKC and
naming BKC as a third party beneficiary with the independent right to enforce such
agreement.

10.3 In addition, Area Developer and the Principals agree that they shall not, at any time,
whether before or after the Commencement Date, issue any press release or any other statement,
broadcast, podcast, advertisement, circular, newsletter or other forms of information in relation to
this Agreement, or the Burger King business to the public unless the contents of such information
release have been approved in writing by BKC prior to dissemination.

10.4 Area Developer and each Principal specifically acknowledge that, pursuant to this
Agreement, Area Developer will receive valuable specialized training and Confidential
Information, including information regarding the operational, sales, promotional, and marketing
methods, procedures and techniques of BKC and the Burger King System. Area Developer and
each Principal covenants and agrees for itself, himself, herself, Area Developer’s parent,
subsidiaries and Affiliates that during the Term of this Agreement they will not own, operate or
have any interest in any hamburger business except other franchised BURGER KING®
Restaurants. Area Developer and each Principal further covenants and agrees that for a period
of one (1) year after any sale, assignment, transfer, termination or expiration of this Agreement,
these entities will not own, operate or have any interest in any hamburger business, except other
franchised BURGER KING® Restaurants, either at or within two (2) miles of any Developer
Restaurant. This obligation of Area Developer and Principals is in addition to its restrictive
covenant under the Developer Franchise Agreements.

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10.5 The parties agree that each of the foregoing covenants shall be construed as independent
of any other covenant or provision of this Agreement. If all or any portion of a covenant in this
Article X, is held unreasonable or unenforceable by a court or agency having jurisdiction in a final
decision, Area Developer expressly agrees to be bound by any lesser covenant subsumed within
the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting
covenant was separately stated in and made a part of this Article X.

10.6 Area Developer understands and acknowledges that BKC shall have the right, in its sole
discretion, to reduce the scope of any covenant set forth in Section 10.4, or any portion thereof,
without Area Developer’s consent, effective immediately upon receipt by Area Developer of
written notice thereof, and Area Developer agrees that it shall comply with any covenant as so
modified, which shall be fully enforceable notwithstanding the provisions of this Article X.

10.7 The parties acknowledge that it will be difficult to ascertain with any degree of certainty
the amount of damages resulting from a breach by of any of the covenants contained in this Article
X. It is further agreed and acknowledged that any violation by any of the parties set forth in
Section 10.4 of any of said covenants will cause irreparable harm to BKC. Accordingly, Area
Developer agrees that upon proof of the existence of a violation of any of said covenants, BKC
will be entitled to injunctive relief against Area Developer and any other parties set forth in Section
10.4 in any court of competent jurisdiction having authority to grant such relief, together with all
costs and reasonable attorneys’ fees incurred by BKC in bringing such action.

ARTICLE XI: ASSIGNMENT AND TRANSFER

11.1 This Agreement and the Development Rights may not be, directly or indirectly, sold,
conveyed, assigned, transferred, leased, licensed or sub-licensed, charged, mortgaged, pledged,
hypothecated, encumbered or otherwise disposed of (“Transferred”) by Area Developer in whole
or in part, whether directly or indirectly by operation of law nor shall Area Developer have any
right to sub-license any of the rights granted under this Agreement, without the prior written
consent of BKC, which consent may be withheld by BKC at its sole discretion.

11.2 Area Developer is not permitted to subcontract the whole or any part of its obligations
under this Agreement, or to transfer any assets that are necessary for Area Developer to fulfill its
other obligations under this Agreement or to operate a Developer Restaurant or fulfill its
obligations under any Developer Franchise Agreement without the prior written consent of BKC
which consent may be withheld by BKC at its sole discretion.

11.3 For the avoidance of doubt, nothing in this Agreement permits Area Developer:

11.3.1 to sub-franchise to any Person in respect of the Burger King System (or any part
thereof); or

11.3.2 to grant any interest in a Developer Restaurant or the Burger King System to any
person.

11.4 This Agreement and all the rights and obligations hereunder of BKC may be Transferred
by BKC, and shall inure to the benefit of the successors and assigns of BKC. If BKC elects to
Transfer this Agreement or any part of its rights, interests, obligations or liabilities hereunder, Area
Developer shall, upon request by BKC, execute any deed or instrument required to effect such
Transfer or as required by applicable Law. Area Developer and the Principals hereby irrevocably
consent to any such Transfer at any time and waive any requirement of prior notice.

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 ARTICLE XII: SHOWS OF SUPPORT/ BK McLAMORE FOUNDATION

12.1 Shows of Support.

12.1.1 From time to time, BKC may request the support of Area Developer and
Franchisees for national or divisional advertising or marketing initiatives by conducting a survey,
currently referred to as the “Show of Support” survey (the “National/Divisional Survey”). Each
Developer Restaurant has one vote in each National/Divisional Survey. For the term of each
Developer Franchise Agreement, Area Developer agrees to: (a) participate in each
National/Divisional Survey; and (b) pre-pledge and cast its vote relating to each Developer
Restaurant in each National/Divisional Survey in favor of any such advertising or marketing
initiative.

12.1.2 From time to time, BKC may request the support of Area Developer and
Franchisees for a local investment spending initiative proposed by BKC for a DMA by conducting
a survey, currently referred to as the “Show of Support” survey (“Local Investment Survey”).
Each Developer Restaurant has one vote in each Local Investment Survey. For the term of each
Developer Franchise Agreement, Area Developer agrees to: (a) participate in each Local
Investment Survey; and (b) pre-pledge and cast its vote relating to each Developer Restaurant in
each Local Investment Survey in favor of any local investment spending initiative proposed by
BKC for the DMA provided such local investment spending initiative calls for an investment of
.75% contribution of Gross Sales or less, and Area Developer shall execute the then current form
of investment spending contract.

12.2 Burger King McLamore Foundation. The Developer Restaurants shall participate in the
fundraising and charitable efforts of the BURGER KING MCLAMORE Foundation (the
“Foundation”). Area Developer agrees to purchase at least one (1) ONE THOUSAND ($1,000)
DOLLAR scholarship for each Developer Restaurant during each year of the term of the relevant
Developer Franchise Agreement at the time specified by the Foundation.

ARTICLE XIII: INDEMNIFICATION; INSURANCE

13.1 Indemnification. Area Developer agrees to defend, indemnify and hold harmless the BKC
Indemnified Parties, from all Claims resulting from, or alleged to have resulted from, or in
connection with this Agreement. Without limiting the generality of the foregoing, Area Developer
agrees to defend, indemnify and hold harmless the BKC Indemnified Parties from all Claims
resulting from, or alleged to have resulted from, or in connection with (a) Area Developer’s
violation of any applicable laws, rules, or regulations (including any applicable employment or
workplace-related laws, rules, or regulations), (b) the acts or omissions of Area Developer or any
of its employees, (c) any breach of this Agreement or (d) any injuries, including death to persons
or damages to or destruction of property, sustained or alleged to have been sustained in
connection with or to have arisen out of or incidental to the development of the Developer
Restaurants and/or the performance of this Agreement by Area Developer, its agents, employees,
and/or its subcontractors, their agents and employees, or anyone for whose acts they may be
liable, regardless of whether or not such claim, demand, damage, loss, liability, cost or expense
is caused in whole or in part by the negligence of BKC, BKC’s representative, or the employees,
agents, invitees, or licensees thereof. For the avoidance of doubt, the provisions of this Section
13.1 shall survive the expiration or termination of this Agreement and be fully binding and
enforceable as though such expiration or termination had not occurred.

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13.2 BKC shall notify Area Developer of any such claims, and Area Developer shall be given
the opportunity to assume the defense of the matter. If Area Developer fails to assume the
defense, BKC may defend the action in the manner it deems appropriate, and Area Developer
shall pay to BKC all costs, including attorney fees, incurred by BKC in effecting such defense.
BKC's right to indemnity under this Agreement shall arise and be valid notwithstanding that joint
or concurrent liability may be imposed on BKC by Law.

13.3 Area Developer agrees to pay BKC all expenses, attorneys’ fees and court costs, incurred
by BKC, its parent, subsidiaries, affiliates, and their successors and assigns to remedy any
defaults of or enforce any rights under this Agreement, to effect termination of this Agreement or
to collect any amounts due under this Agreement.

13.4 Insurance.

13.4.1 Comprehensive General Liability. Area Developer agrees to carry at its expense
during the Term Comprehensive General Liability insurance, including Products Liability and
Broad Form Contractual Liability, with a primary and excess limit of not less than Five Million
Dollars ($5,000,000) per occurrence inclusive of bodily injury, death, personal injury, property
damage, non-owned automobile, blanket contractual and products and completed operations
liability, with the annual aggregate liability limit to be maintained on the commercial general liability
insurance (which can be achieved through a combination of primary and excess annual aggregate
liability limits) based on the number of Developer Restaurants owned by Area Developer and its
Affiliates as follows: (1) for 1-10 Restaurants, an annual aggregate liability limit of not less than
Five Million Dollars ($5,000,000) per year, (2) for 11-50 Restaurants, an annual aggregate liability
limit of not less than Ten Million Dollars ($10,000,000) per year, and (3) for more than 50
Restaurants, an annual aggregate liability limit of not less than Twenty Million Dollars
($20,000,000) per year, or in such increased amounts as BKC may reasonably request from time
to time during the Term. Each policy will be provided on a primary and non-contributory basis as
respects BKC and its Affiliates and all insurance BKC and its Affiliates maintain; will contain a
severability of interests and cross liability clause; will name BKC and its Affiliates as additional
insureds which shall be effectuated through an endorsement of the policy; will provide that the
policy cannot be canceled without thirty (30) days prior written notice to BKC; and will insure the
contractual liability of Area Developer under Section 13.1. The insurance afforded by the policy
or policies respecting liability shall not be limited in any way by reason of any insurance which
may be maintained by BKC. Before the Commencement Date, Area Developer shall furnish to
BKC Certificates of Insurance reflecting that the insurance coverage is in effect pursuant to the
terms of this Agreement. All policies shall be renewed, and a renewal Certificate of Insurance
mailed to BKC in Miami, Florida, or at such other location as may be specified by BKC prior to the
expiration date of the policies. This obligation of Area Developer to maintain insurance is separate
and distinct from its obligation to indemnify BKC under the provisions of Section 13.1 and in
addition to its insurance obligations under the Developer Franchise Agreements.

13.4.2 Worker's Compensation. Area Developer agrees to secure and pay premiums on
a Worker's Compensation policy covering all Area Developer employees, as required by Law.

ARTICLE XIV: GUARANTEE OF PRINCIPALS

14.1 Each of the Principals guarantees (a) the prompt payment of all sums due from Area
Developer under this Agreement and from Area Developer under all Developer Franchise
Agreements granted pursuant to this Agreement, (b) the compliance by Area Developer with all
the obligations contained in this Agreement and all Developer Franchise Agreements granted
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pursuant to this Agreement, in each case, together with all costs incurred by BKC of collection,
compromise or enforcement, including reasonable attorneys’ fees ((a) and (b) together,
collectively, the “Obligations”). Each of the Principals shall pay all sums due under this Section
14.1, and take or cause to be taken all steps necessary to remedy a non-monetary breach of this
Agreement, within 14 days of receipt of a demand specifying the breach or non-performance on
the part of Area Developer. The liability of the Principals is primary, direct and unconditional, and
BKC shall be under no obligation to take any steps or commence any proceedings against Area
Developer before enforcing any of its rights under this Article XIV against one or more of the
Principals. The Principals waive any right they might otherwise have to be given notice of any
breach or non-performance except as part of a demand made under this Section 14.1.

14.2 The guarantee contained in Section 14.1:

14.2.1 Shall continue in full force and effect notwithstanding any intermediate satisfaction
of any such matters and notwithstanding any suspension of proceedings, receivership, liquidation
or any similar proceedings with regard to Area Developer;

14.2.2 Shall remain valid and enforceable notwithstanding any time or indulgence given
to Area Developer, and/or any waiver of its rights by BKC and/or any settlement agreed between
BKC and any such person including in the framework of a court approved creditors’ arrangement;
and

14.2.3 Shall not be impaired by any modification, supplement, extension or amendment

of this Agreement, the Developer Franchise Agreements or any of the Obligations, nor by any
modification, release or other alteration of any of the Obligations under this Agreement, nor by
any agreements or arrangements whatever with Area Developer, the Principals or anyone else.

14.3 As between BKC and the Principals and each of them, all sums due now and in the future
to the Principals or any of them from Area Developer shall be subordinated to any sums owing
from Area Developer to BKC.

14.4 The Principals hereby represent and warrant to BKC (and it is a condition of this
Agreement) that the guarantees and other undertakings given by each of them in this Agreement
are binding upon the Principals in accordance with their terms.

14.5 BKC shall be entitled in its sole discretion to request from any Principal partial or full
performance, but all Principals shall remain bound until the whole Claim is satisfied.

14.6 Without limitation of any other provision of this Agreement, each of the Principals shall
observe the covenants in this Agreement relating to Confidentiality and Restrictive Covenant
(Article X) and Assignment and Transfer (Article XI) and the restrictive covenants in the Developer
Franchise Agreement, as if they were Area Developer.

14.7 As a separate and principal obligation, each Principal shall indemnify BKC against any
Claim, damage, liability, cost, charge, expense, or payment suffered, paid or incurred by BKC in
connection with any default or delay by Area Developer in the due and punctual performance of
its obligations under this Agreement or any Developer Franchise Agreement.

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 ARTICLE XV: SEVERABILITY

If any of the provisions of this Agreement may be construed in more than one way, one or more
of which would render the provision illegal or otherwise void, voidable or unenforceable, and one
of which would render the provision valid and enforceable, such provision shall have the meaning
which renders it valid and enforceable. This Agreement shall be construed according to its fair
meaning and not strictly against any Party. If any court or other government authority determines
that any provision is not enforceable as written, the Parties agree that the provision shall be
amended so that it is enforceable to the fullest extent permissible under the laws and public
policies of the jurisdiction in which enforcement is sought and affords the Parties the same basic
rights and obligations and has the same economic effect. If any provision is held invalid or
otherwise unenforceable, such findings shall not invalidate the remainder of this Agreement.

ARTICLE XVI: ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding of the Parties with respect
to the development of New Developer Restaurants and supersedes all prior negotiations,
commitments, representations, warranties and undertakings of the Parties (if any) with respect to
the development of New Developer Restaurants, whether written or oral. The Parties
acknowledge that they are not relying upon any representations, warranties, conditions,
agreements or understandings, written or oral, made by the Parties as their agents or
representatives, except as herein specified. Neither this Agreement nor any term or provision of
it may be changed, waived, discharged, or modified other than in writing and signed by the Parties.
Nothing in this Section, however, is intended to disclaim any representations BKC made in the
franchise disclosure document that it furnished to Area Developer in connection with this
Agreement.

ARTICLE XVII: ACKNOWLEDGEMENT

17.1 Area Developer acknowledges that the success of the business venture contemplated by
this Agreement involves substantial business risks and will be largely dependent upon the ability of
Area Developer as an independent businessperson. BKC expressly disclaims the making of, and
Area Developer acknowledges not having received, any warranty or guaranty, expressed or implied,
as to the potential volume, profits, or success of the business venture contemplated by this
Agreement.

17.2 Area Developer acknowledges that Area Developer has received, read, and understands this
Agreement, the exhibits hereto, and agreements relating hereto, if any; and BKC has accorded Area
Developer ample time and opportunity to consult with advisors of Area Developer’s own choosing
about the potential benefits and risks of entering into this Agreement.

17.3 Area Developer acknowledges that Area Developer has received the Franchise Disclosure
Document required by the Trade Regulation Rule of the Federal Trade Commission entitled
“Disclosure Requirements and Prohibitions concerning Franchising and Business Opportunity
Ventures” at least fourteen (14) calendar days prior to the date on which this Agreement was
executed.

ARTICLE XVIII: MISCELLANEOUS

18.1 Notice. Any notice, demand, request, consent, approval, authorization, designation,
specification or other communication given or made to or by a party to this Agreement:
26
Area Development Agreement
Exhibit M (03/2022)
(a) must be in writing and addressed:

(i) if to BKC to: BURGER KING CORPORATION

5707 Blue Lagoon Drive
Miami, Florida 33126
Attn.: Head of Legal, U.S.

(ii) if to Area Developer to: the address specified in the above recitals as Area
Developer’s address or Area Developer's last known mailing address

(iii) if to a Principal to: the address specified in the above recitals as Principal’s address,
or Principal's last known mailing address

or to such address as otherwise specified to the sender by any party by notice.

(b) is regarded as being given by the sender and received by the addressee: (i) if by delivery
in person (including by courier), when delivered to the addressee; and (ii) if by certified,
return receipt mail, on the earlier of actual receipt or the 3rd day after being deposited in
the mail.

18.2 Non-Waiver. Failure of BKC to insist upon strict performance of any terms of this
Agreement shall not be deemed a waiver of any subsequent breach or default. Acceptance by
BKC of any money paid by Area Developer under this Agreement or under any Developer
Franchise Agreement shall not constitute a waiver by BKC of any breach or default of this
Agreement or any Developer Franchise Agreement. The rights, powers, privileges and remedies
of BKC hereunder and in all other agreements with Area Developer shall be cumulative and not
exclusive.

18.3 Relationship of Parties. The Parties to this Agreement are not partners, joint venturers,
or agents of each other and there is no fiduciary relationship between the Parties. BKC does not
have the right to bind or obligate Area Developer in any way and shall not represent that it has
any such right, and Area Developer does not have the right to bind or obligate BKC in any way
and shall not represent that it has any such right.

18.4 Governing Law/Jurisdiction. This Agreement shall be governed by and construed in

accordance with the laws of the State of Florida. The Parties hereto acknowledge and agree that
the United States District Court for the Southern District Court of Florida, or if such court lacks
jurisdiction, the 11th Judicial Court (or its successor) in and for Miami-Dade County, Florida, shall
be the venue and exclusive proper forum in which to adjudicate any case or controversy arising,
either directly or indirectly, under or in connection with this Agreement, and the Parties further
agree that in the event of litigation arising out of or in connection with this Agreement in these
courts, they will not contest or challenge the personal jurisdiction or venue of these courts.

18.5 GENERAL RELEASE. For and in consideration of BKC entering into this Agreement, and
other good and valuable consideration received from or on behalf of BKC, the receipt of which is
hereby acknowledged, Area Developer, for itself and on behalf of each OpCo, hereby remises,
releases, acquits, satisfies, and forever discharges the BKC Indemnified Parties, of and from all
manner of Claims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses,
damages, judgments and executions, whatsoever, in law or in equity, which Area Developer or
any OpCo ever had, now has, or which any successor or assign of Area Developer or any OpCo

27
Area Development Agreement
Exhibit M (03/2022)
hereafter can, shall, or may have, whether known or unknown, against the BKC Indemnified
Parties, or any of them, for, upon, or by reason of any matter, cause, or thing whatsoever, from
the beginning of the world to the date of this Agreement. [AREA DEVELOPER, SPECIFICALLY,
AND WITH FULL KNOWLEDGE AND ADVICE OF COUNSEL, DOES HEREBY WAIVE THE
PROVISIONS AND PROTECTIONS OF THE CALIFORNIA CIVIL CODE SECTION 1542 SET
FORTH BELOW. CALIFORNIA CIVIL CODE SECTION 1542 READS AS FOLLOWS: "A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR
RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT
THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD
HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR
RELEASED PARTY."]1

18.6 Incorporation of Recital, Preamble, and Whereas Paragraphs. The recital, preamble, and
whereas paragraphs set forth above are incorporated herein by this reference with the same force
and effect as if they were more specifically set forth herein.

18.7 Binding Nature. All of the covenants, agreements, terms and conditions to be observed
and performed by the Parties hereto shall be applicable to and binding upon their respective
successors and permitted assigns.

18.8 Counterpart Execution. To facilitate execution, this Agreement may be executed in any
number of counterparts as may be convenient or necessary, and it shall not be necessary that
the signatures of all Parties hereto be contained on any one counterpart hereof. Additionally, the
Parties hereto hereby covenant and agree that, for purposes of facilitating the execution of this
Agreement, (a) the signature pages taken from separate individually executed counterparts of this
Agreement may be combined to form multiple fully executed counterparts and (b) a facsimile or
PDF or electronic form of signature shall be deemed to be an original signature. All executed
counterparts of this Agreement shall be deemed to be originals, but all such counterparts taken
together shall constitute one and the same agreement.

18.9 Amendment. This Agreement shall not be amended or modified except by a written
instrument signed by all Parties.

18.10 Survival. Article XIII and all other provisions which must survive in order to give effect to
their intent and meaning shall survive the termination or expiration of this Agreement.

18.11 Claims. Any and all Claims arising out of or relating to this Agreement (including the offer
and sale of any franchise), the relationship of Area Developer and BKC, or Area Developer’s
operation of any Developer Restaurant, brought by Area Developer shall be commenced within
eighteen (18) months from the occurrence of the facts giving rise to such Claim, or such Claim
shall be barred.

18.12 Waiver of Jury Trial. AREA DEVELOPER AND BKC IRREVOCABLY WAIVE TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER AT LAW OR IN

1
[NOTE: IF AREA DEVELOPER HAS OPCOS OPERATING EXISTING RESTAURANTS ON
THE DATE OF THIS AGREEMENT, EACH OPCO MUST SEPARATELY SIGN A JOINDER AS
TO THIS RELEASE AND THE ACKNOWLEDGEMENT IN SECTION 6 THAT BKC IS NOT
MAKING ANY REPRESENTATIONS OR WARRANTIES ABOUT THE SITES WE APPROVE.]

28
Area Development Agreement
Exhibit M (03/2022)
EQUITY, BROUGHT BY EITHER OF THEM AGAINST THE OTHER, WHETHER OR NOT
THERE ARE OTHER PARTIES IN SUCH ACTION OR PROCEEDING.

18.13 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS

AGREEMENT, AREA DEVELOPER SHALL NOT BE ENTITLED TO SEEK FROM BKC ANY
INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING
OUT OF OR RELATING TO THIS AGREEMENT.

18.14 Joint and Several Liability. If Area Developer or Principal consists of more than one
person, such person's liability under this Agreement as Area Developer or as Principal shall be
joint and several and BKC may in its discretion proceed against any one or more of them.

18.15 Agency. BKC may subcontract or delegate to an Affiliate or any other entity the
performance of any obligation or the right to exercise any right, power, authority or discretion
under this Agreement, such that anything that may or must be done by BKC under this Agreement
may be done instead by or in conjunction with such subcontractor or delegate. If directed by BKC,
and to the extent directed by BKC, Area Developer must deal with any such subcontractor or
delegate as if they were BKC. BKC shall remain responsible for the performance of the obligation.

18.16 Time is of the Essence. Time is of the essence of this Agreement. If the parties agree to
vary a time requirement the time requirement so varied is of the essence of this Agreement.

18.17 Changes in Laws. The parties agree that if any Laws are changed or introduced or any
relevant government authority publishes or issues any statement, rules, code or requirement
which in the reasonable opinion of BKC renders or is likely to render all or part of this Agreement
unenforceable, illegal or void, the parties will immediately amend this Agreement and do all things
(including executing documents) necessary or desirable to ensure that this Agreement is not
unenforceable, illegal or void.

18.18 Disclosure of Personal Information. Area Developer and each Principal hereby expressly
permit BKC to disclose in its Franchise Disclosure Document (whether required by law or made
available on a voluntary basis), personal information related to the Principal and the directors,
officers and shareholders of Area Developer, including their names, addresses, telephone
numbers and facsimile numbers, and sales, revenues, expenses, costs, results of operations, and
similar information regarding any BURGER KING® Restaurant, and any information regarding
the non-renewal, closure, expiry or termination of this Agreement. Area Developer shall obtain
the consent of the directors, officers and shareholders of Area Developer necessary to permit the
disclosure of their personal information as contemplated under this Section 18.18.

[THIS SPACE LEFT INTENTIONALLY BLANK]

29
Area Development Agreement
Exhibit M (03/2022)
By entering into this Agreement, Area Developer expressly consents to transact business with
BKC electronically and that, consistent with the Uniform Electronic Transactions Act, and all other
applicable state and federal laws, this Agreement may be executed by electronic signatures. The
parties to this Agreement agree that (i) the parties' electronic signatures are intended to
authenticate this writing and to have the same force and effect as the use of manual signatures,
and (ii) an electronically signed version of this Agreement shall constitute an original for all
purposes.

THIS AGREEMENT is executed by the Parties as of the day and year indicated on the first page
of this Agreement.

BURGER KING CORPORATION ("BKC")

By:
Title:
Printed Name:

____________ (“Area Developer”)

By: ________________________________
Title: _______________________________
Printed Name: _______________________

_______________, an individual (“Principal 1”)

________________________________

[_____________________________] (“Principal 2”)

By: ________________________________
Title: _______________________________
Printed Name: _______________________

[_______________], an individual (“Principal 3”)

________________________________

[______________], an individual (“Principal 4”)

________________________________

30
Area Development Agreement
Exhibit M (03/2022)
 SCHEDULE 1- DEVELOPMENT SCHEDULE

Subject to the terms of this Development Schedule and the Agreement:

(a) Development Years 1-8: Area Developer agrees to develop, open, build and operate, on
a cumulative basis, a total of _____ new Burger King Restaurants (net of closures) in the Territory
by the end of Development Year _____. In addition, Area Developer must achieve the applicable
annual Cumulative Opening Target (net of closures) set forth below by the end of each
Development Year.

DEVELOPMENT Cumulative
YEAR Opening Target
___
___
___
___
___
___
___
___
TOTAL ___

The targets set forth above are collectively referred to as the “Cumulative Opening Targets” and
individually, a “Cumulative Opening Target”.

(b) Net of Closures Requirement. Area Developer acknowledges and agrees that all
Cumulative Opening Targets must be achieved net of closures (as set forth in Section 5.1) so that
such targets represent net restaurant growth (or NRG) in the Territory for each Development Year,
and (ii) in the event of the closure of any Developer Restaurant in the Territory, and without
distinction as to the reason for such closure (i.e., expiration, early termination or otherwise), such
Restaurant must be replaced by a New Developer Restaurant (“Replacement Restaurant”) by
the end of the Development Year in which the closure occurred, as necessary, in order to achieve
the Cumulative Opening Targets net of closures.

31
Area Development Agreement
Exhibit M (03/2022)
 SCHEDULE 2 – EQUITY HOLDINGS

Part 1 – Equity/Membership Interests in Area Developer

Part 2 Applicable if the Equity/Membership Interests by Principals in the Area Developer

include a Corporate and/or Entity Principal(s)

32
Area Development Agreement
Exhibit M (03/2022)
 EXHIBIT A – [EXISTING DEVELOPER RESTAURANTS]

[RESERVED]

33
Area Development Agreement
Exhibit M (03/2022)
 EXHIBIT B – TERRITORY

The Territory consists of the following DMAs:

4857-2171-1620, v. 3

34
Area Development Agreement
Exhibit M (03/2022)
EXHIBIT N. [Reserved]
EXHIBIT O1
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Shere Foods, Inc. 1341 West Northern Lights Blvd. ANCHORAGE AK 99503-2306 (907) 277-0915 3124
Shere Foods, Inc. 900 East Dimond Boulevard ANCHORAGE AK 99515-2006 (907) 344-7323 3480
Shere Foods, Inc.* 700 Northway Drive ANCHORAGE AK 99508-2029 (907) 279-0964 4817
Army Air Force Exchange Services Elmendorf Afb, Building 1830 ANCHORAGE AK 99506-0000 (907) 753-4486 6566
Army Air Force Exchange Services Ft. Richardson, Building 9 ANCHORAGE AK 99505-0000 (907) 428-2650 6582
Army Air Force Exchange Services 451 Broadway Street EIELSON AFB AK 99702-0000 (907) 372-2155 16444
Army Air Force Exchange Services 1060 GAFFNEY RD FT WAINWRIGHT AK 99703-5002 (907) 356-3130 6565
Shere Foods, Inc. 1560 East Financial Drive WASILLA AK 99654-8237 (907) 376-5133 5133
Sidhu 681 1st Street South West ALABASTER AL 35007-8802 (205) 620-0120 10327
Premier Kings of North Alabama, LLC 7300 Highway 431 North ALBERTVILLE AL 35950-1128 (256) 878-1193 3242
Schuster 4250 Highway 280 ALEXANDER CITY AL 35010-3365 (256) 329-2317 5691
Premier Kings, Inc. 1137 W Bypass ANDALUSIA AL 36420-5203 (334) 427-0463 11481
Schuster 1818 Quintard Avenue ANNISTON AL 36201-3853 (256) 237-4161 1260
Schuster 1351 Golden Springs Rd ANNISTON AL 36207 (256) 403-6298 25319
Premier Kings of North Alabama, LLC 554 N Brindlee Mountain Pkwy ARAB AL 35016-1069 (256) 931-0098 11664
Premier Kings of North Alabama, LLC 1111 Se Jefferson ATHENS AL 35611-3553 (256) 233-4384 4272
Premier Kings of North Alabama, LLC 1600 Highway 72 East ATHENS AL 35611-4412 (256) 771-2951 13277
Premier Kings, Inc. 220 South Main Street ATMORE AL 36502-2448 (251) 321-0167 12520
Schuster 1740 South College Street AUBURN AL 36832-5872 (334) 466-8961 15169
GPS Hospitality Partners IV, LLC* 700 McMeans Ave. BAY MINETTE AL 36507 (251) 236-8679 9447
Sidhu 740 Academy Drive BESSEMER AL 35022-5200 (205) 425-9818 9834
Sidhu 5001 Bond Blvd BESSEMER AL 35022-7301 (205) 426-2347 17003
Premier Kings, Inc. 290 Oxmoor Road BIRMINGHAM AL 35209-0000 (205) 943-1970 461
Premier Kings, Inc. 1524 - 6th Avenue, South BIRMINGHAM AL 35233-1602 (205) 933-2446 1069
Sago Hospitality, LLC 1500 Pinson Valley Pkwy BIRMINGHAM AL 35217-2326 (205) 808-9849 5120
Sidhu 517 Cahaba Park Circle BIRMINGHAM AL 35242-5011 (205) 995-4038 5490
Sago Hospitality, LLC 9528 Parkway East BIRMINGHAM AL 35215-8311 (205) 838-8470 5501
Sidhu 5961 Chalkville Mountain Hwy BIRMINGHAM AL 35235-3318 (205) 508-5152 8152
Premier Kings, Inc. 2229 Bessemer Road BIRMINGHAM AL 35208-4711 (205) 781-4598 12003
Premier Kings, Inc. 801 3rd Avenue West BIRMINGHAM AL 35204-4606 (205) 201-4508 12427
Premier Kings, Inc. 2700 University Blvd BIRMINGHAM AL 35233-3422 (205) 407-8429 17389
Sago Hospitality, LLC 9248 Parkway E BIRMINGHAM AL 35206-1509 (205) 833-5548 20558
Premier Kings, Inc. 1484 Forestdale Blvd BIRMINGHAM AL 35214 (205) 538-5111 22834
Premier Kings of North Alabama, LLC 1752 US Highway 431 BOAZ AL 35957 (256) 593-7333 22245
Premier Kings, Inc. 1701 Douglas Avenue BREWTON AL 36426-1117 (251) 314-1976 7564
Sidhu 5076 Hwy 31 CALERA AL 35040 (205) 690-8578 21983
Sago Hospitality, LLC 15622 Highway 280 CHELSEA AL 35043-8312 (205) 678-9900 18098
Schuster 33944 U.S. Highway 280 CHILDERSBURG AL 35044-3038 (256) 378-7620 12124
Schuster 2127 7th Street South CLANTON AL 35045-8791 (205) 755-4156 6903
Premier Kings of North Alabama, LLC 5615 Alabama Highway 68 COLLINSVILLE AL 35961 (256) 524-9473 23952
Premier Kings of North Alabama, LLC 1605 Town Square CULLMAN AL 35055-5262 (256) 739-3602 1486
Premier Kings of North Alabama, LLC 5940 AL HIGHWAY 157 CULLMAN AL 35058-5919 (256) 775-0405 11914
GPS Hospitality Partners IV, LLC 29295 U.S. Hwy. 98 DAPHNE AL 36526 (251) 230-8652 3585
GPS Hospitality Partners IV, LLC 29685 Hwy. 181 DAPHNE AL 36526 (251) 236-8114 16539
Premier Kings of North Alabama, LLC 2057 Beltline Road Sw DECATUR AL 35601-5515 (256) 350-4736 4885
Nashville Quality, LLC 3215 Point Mallard Parkway DECATUR AL 35603-5769 (256) 351-2904 12278
Premier Kings of North Alabama, LLC 2313 6th Ave. DECATUR AL 35601-6513 (256) 355-5862 14433
Sidhu 1003 US Highway 80 E DEMOPOLIS AL 36732-3711 (334) 289-1293 19875
Premier Kings, Inc. 3092 Ross Clark Circle, S. W. DOTHAN AL 36301-1122 (334) 446-3432 3345
Premier Kings, Inc. 2203 Ross Clark Circle, S. W. DOTHAN AL 36301-5059 (334) 446-3221 3610
Premier Kings, Inc. 1165 Ross Clark Circle DOTHAN AL 36301-3021 (334) 479-0587 12279
Premier Kings, Inc. 529 Claxton Avenue ELBA AL 36323-1502 (334) 897-0003 16460

1
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Premier Kings, Inc. 701 Boll Weevil Cir ENTERPRISE AL 36330-2036 (334) 489-4113 4848
Schuster 813 S Eufaula Ave EUFAULA AL 36027 (334) 687-8666 26850
GPS Hospitality Partners IV, LLC 19755 Greeno Rd. FAIRHOPE AL 36532 (251) 236-8793 9838
Premier Kings of North Alabama, LLC 1244 Florence Boulevard FLORENCE AL 35630-2725 (256) 766-4623 435
Premier Kings of North Alabama, LLC 807 Cox Creek Parkway FLORENCE AL 35630-1068 (256) 740-0204 10714
Premier Kings of North Alabama, LLC 4240 Florence BLVD FLORENCE AL 35634 (1256) 272-7051 29043
GPS Hospitality Partners IV, LLC 910 South McKenzie FOLEY AL 36535 (251) 236-8739 4581
Premier Kings of North Alabama, LLC 1506 Glenn Blvd SW FORT PAYNE AL 35968-3521 (256) 845-7200 6150
Army Air Force Exchange Services 453 S NOVASEL ST FORT RUCKER AL 36362-5109 (334) 598-1140 6544
Premier Kings, Inc. 1701 Fulton Road FULTONDALE AL 35068-1669 (205) 849-7404 12295
Premier Kings of North Alabama, LLC 414 East Meighan GADSDEN AL 35903-1051 (256) 543-9235 469
Sidhu 500 FIELDSTOWN RD GARDENDALE AL 35071-2486 (205) 285-8674 20826
Premier Kings, Inc. 123 Premier Drive GENEVA AL 36340 (866) 394-2493 24563
Premier Kings, Inc. 100 Interstate Drive GREENVILLE AL 36037-3764 (334) 665-4101 6642
GPS Hospitality Partners IV, LLC 198 South Jackson St. GROVE HILL AL 36451 (251) 236-8621 9958
GPS Hospitality Partners IV, LLC 1501 Gulf Shores Pkwy GULF SHORES AL 36542 (251) 236-8792 4324
B Rest, LLC 7174 State Highway 59 GULF SHORES AL 36542 (251) 943-3033 27324
Premier Kings of North Alabama, LLC 1929 Gunter Avenue GUNTERSVILLE AL 35976-2111 (256) 582-1438 4705
Premier Kings of North Alabama, LLC 5960 Hwy 72 East GURLEY AL 35748 (256) 812-3211 24564
Nashville Quality, LLC 42425 Highway 195 HALEYVILLE AL 35565-7052 (205) 486-9110 9943
Nashville Quality, LLC 1546 Military Street South HAMILTON AL 35570-5006 (205) 546-0928 11500
Dodge City Travel Center, Inc. 426 AL-69 HANCEVILLE AL 35077 ` 26011
Premier Kings, Inc. 5482 HWY 280 HARPERSVILLE AL 35078 205-642-9350 27281
Premier Kings of North Alabama, LLC 601 Highway 31 N. W. HARTSELLE AL 35640-4408 (256) 773-6070 9783
Premier Kings of North Alabama, LLC 3035 Jeff Road HARVEST AL 35749 (256) 858-1750 23235
Premier Kings of North Alabama, LLC 14637 Highway 231 431 N HAZEL GREEN AL 35750-8022 (256) 693-1062 21340
Premier Kings, Inc. 16752 US Highway 431 South HEADLAND AL 36345 334-693-9000 24565
Sidhu 1555 Montgomery Highway HOOVER AL 35216-4501 (205) 823-2259 4431
Sidhu 7581 Mobile Hwy HOPE HULL AL 36043-4300 (334) 593-6003 18108
Sidhu 3016 Allison Bonnett Memorial Dr. HUEYTOWN AL 35023-2360 (205) 436-8202 19958
Premier Kings of North Alabama, LLC 1004 North Memorial Parkway HUNTSVILLE AL 35801-5926 (256) 533-1228 251
Premier Kings of North Alabama, LLC 308 Jordan Lane HUNTSVILLE AL 35805-2622 (256) 533-0630 1225
Premier Kings of North Alabama, LLC 2116 Whitesburg Drive HUNTSVILLE AL 35801-4544 (256) 533-9751 2297
Premier Kings of North Alabama, LLC 3541 North Memorial Pkwy HUNTSVILLE AL 35810-2414 (256) 852-8033 6468
Premier Kings of North Alabama, LLC 2331 Jordan Lane HUNTSVILLE AL 35805-0000 (256) 837-6744 8173
Nashville Quality, LLC 925 Winchester Road HUNTSVILLE AL 35811-1048 (256) 851-2177 12483
Premier Kings of North Alabama, LLC 6363 University Dr. NW HUNTSVILLE AL 35806-1713 (256) 722-0623 12710
Premier Kings of North Alabama, LLC 11925 South Memorial Parkway HUNTSVILLE AL 35803-3305 (256) 881-7638 13084
Army Air Force Exchange Services Building 3228 LaCrosse Dr HUNTSVILLE AL 35898-0001 (256) 881-0048 17455
Premier Kings, Inc. 7757 Crestwood Blvd IRONDALE AL 35210-1927 (205) 201-4515 16437
GPS Hospitality Partners IV, LLC 2500 College Ave JACKSON AL 36545 251-298-5468 26860
Premier Kings, Inc. 708 Highway 78, East JASPER AL 35501-3953 205-265-3386 2872
Premier Kings, Inc. 122 Carl Cannon Blvd JASPER AL 35501 (205)-295-2087 25743
Premier Kings, Inc. 12560 County Road 42 JEMISON AL 35085 (205) 688-1900 23203
AAA Foods, Inc. 75366 AL HIGHWAY 77 LINCOLN AL 35096-5034 (205) 763-0094 10619
GPS Hospitality Partners IV, LLC 639 Hwy. 28 LIVINGSTON AL 35470 (205) 390-7708 10800
Premier Kings, Inc. 30024 State Hwy 79 LOCUST FORK AL 35097 (205) 680-2003 25565
GPS Hospitality Partners IV, LLC 13051 N. Hickory St. LOXLEY AL 36551 (251) 236-8781 17723
Premier Kings of North Alabama, LLC 8895 Madison Boulevard West MADISON AL 35758-1807 (256) 772-3735 3942
Premier Kings of North Alabama, LLC 376 Hughes Road MADISON AL 35758-0000 (256) 461-4080 9306
Premier Kings of North Alabama, LLC 8670 Highway 72 West MADISON AL 35758 (256) 325-1587 22937
Army Air Force Exchange Services 25 W. Selfridge St., Bldg. 1114 MAXWELL AFB AL 36112-5987 (334) 265-3913 16203

2
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Premier Kings, Inc. 22182 Hwy 216 MCCALLA AL 35111 205-477-4788 26579
Sidhu 100 Weibel Dr MIDFIELD AL 35228-2123 (205) 923-3100 16228
GPS Hospitality Partners IV, LLC 3949 Government Blvd. MOBILE AL 36609 (251) 236-8478 373
GPS Hospitality Partners IV, LLC 3875 Airport Blvd. MOBILE AL 36608 (251) 236-8055 1198
GPS Hospitality Partners IV, LLC 5380 Hwy. 90 West MOBILE AL 36619 (251) 236-8457 1489
GPS Hospitality Partners IV, LLC 7701 Airport Blvd. MOBILE AL 36608 (251) 236-8262 2483
GPS Hospitality Partners IV, LLC 7775 Moffett Rd. MOBILE AL 36618 (251) 236-8409 3818
GPS Hospitality Partners IV, LLC 3004 Airport Blvd. MOBILE AL 36606 (251) 236-8098 4016
GPS Hospitality Partners IV, LLC 3200 Springhill Ave. MOBILE AL 36607 (251) 236-8085 6129
GPS Hospitality Partners IV, LLC 6403 Cottage Hill Rd. MOBILE AL 36695 (251) 236-8543 6488
GPS Hospitality Partners IV, LLC 659 Government St MOBILE AL 36602 251-230-8651 24351
Sidhu 1621 Carter Hill Road MONTGOMERY AL 36106-1527 (334) 265-7944 306
Sidhu 601 Madison Avenue MONTGOMERY AL 36104-3633 (334) 263-9973 5238
Sidhu 5525 Carmichael Road MONTGOMERY AL 36117-1840 (334) 279-9103 6065
Schuster 6621 Atlanta Highway MONTGOMERY AL 36117-4233 (334) 271-3725 16051
Schuster 10065 Chantilly Pkwy MONTGOMERY AL 36117-7589 (334) 213-6491 16453
Sidhu 2232 East South Blvd MONTGOMERY AL 36116-2404 (334) 649-2757 18307
Sidhu 945 W South Blvd MONTGOMERY AL 36105-3020 (334) 613-1000 18636
Sidhu 819 Ann St MONTGOMERY AL 36107-2803 (334) 647-1809 19242
Sidhu 3190 Taylor Road MONTGOMERY AL 36116-0000 (334) 676-2451 21471
Sidhu 4010 Atlanta Hwy MONTGOMERY AL 36109-2921 (334) 523-1987 21654
Premier Kings, Inc. 1630 Federal Drive MONTGOMERY AL 36107 (334) 647-1715 22803
Premier Kings, Inc. 850 North East Blvd MONTGOMERY AL 36117 (334) 593-7277 23135
Premier Kings of North Alabama, LLC 11157 AL HIGHWAY 157 MOULTON AL 35650-1909 (256) 974-6766 11000
Premier Kings of North Alabama, LLC 3105 Woodward Avenue MUSCLE SHOALS AL 35661-3319 (256) 381-0230 9694
Premier Kings of North Alabama, LLC 100 Peter Lane NEW HOPE AL 35760 (1256) 723-5463 25564
GPS Hospitality Partners IV, LLC 3820 McFarland Blvd. Hwy. 82 W. NORTHPORT AL 35476 (205) 390-7701 6105
Nashville Quality, LLC 916 2nd Avenue East ONEONTA AL 35121-2506 (205) 625-5340 11950
Schuster 415 Second Avenue OPELIKA AL 36801-4313 (334) 749-3351 1457
Schuster 1400 Columbus Parkway OPELIKA AL 36804-5950 (334) 741-9120 13007
Premier Kings, Inc. 505 East Cummings Avenue OPP AL 36467-2251 (334) 977-1067 8457
Schuster 1003 Highway 21, South OXFORD AL 36203-2421 (256) 831-0491 3012
Sidhu 3076 Pelham Parkway PELHAM AL 35124 (205) 406-5338 22010
Schuster 1407 Parkhill Parkway PELL CITY AL 35125-1371 (205) 338-4303 5980
Schuster 1135 280 Bypass PHENIX CITY AL 36867-5447 (334) 298-4874 3055
Schuster 1820 Stadium Drive PHENIX CITY AL 36867-3100 (334) 480-8859 10948
Premier Kings, Inc. 204 East US Highway 278 PIEDMONT AL 36272 (256) 792-9098 28954
Sidhu 4520 Pinson Blvd PINSON AL 35126 (205) 687-7933 23805
Sidhu 1780 East Main Street PRATTVILLE AL 36066-5582 (334) 365-4665 7390
Schuster 650 Malwest St PRATTVILLE AL 36066-7229 (334) 380-9488 21413
GPS Hospitality Partners IV, LLC 2924 St. Stephens Rd. PRICHARD AL 36612 (251) 236-8063 5255
Premier Kings of North Alabama, LLC 3322 B Rainbow Drive RAINBOW CITY AL 35906-6200 (256) 413-7882 10881
Premier Kings of North Alabama, LLC 323 Main Street West RAINSVILLE AL 35986-5909 (256) 638-7799 13212
Army Air Force Exchange Services 5215 Martin Rd REDSTONE ARSENAL AL 35898 (256) 881-1569 19709
Schuster 3194 Highway 431 ROANOKE AL 36274-1735 (334) 863-2235 7164
GPS Hospitality Partners IV, LLC 21890 Hwy. 59 South ROBERTSDALE AL 36567 (251) 236-8107 9270
Nashville Quality, LLC 15455 Highway 43 RUSSELLVILLE AL 35653-8063 (256) 332-7037 10859
GPS Hospitality Partners IV, LLC 310 Hwy. 43 North SARALAND AL 36571 (251) 236-8616 3156
Premier Kings of North Alabama, LLC 3204 South Broad SCOTTSBORO AL 35769-7511 (256) 574-3806 2261
Sidhu 312 Highland Avenue SELMA AL 36701-6223 (334) 874-8556 1577
Premier Kings, Inc. 395 Main St SHORTER AL 36075 334-724-0233 26914
Premier Kings of North Alabama, LLC 1980 Highway 77 SOUTHSIDE AL 35907 (256) 485-1438 25426

3
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Sidhu 40 Springville Station Lane SPRINGVILLE AL 35146 (205) 467-9468 24123
Premier Kings of North Alabama, LLC 43137 US Hwy 72 STEVENSON AL 35772 (1256) 663-2056 23237
Schuster 202 West Fort Williams SYLACAUGA AL 35150-2432 (256) 245-3234 15094
Schuster 318 East Battle Street TALLADEGA AL 35160-2422 (256) 362-7687 2724
GPS Hospitality Partners IV, LLC 7050 Theodore Dawes Rd. THEODORE AL 36582 (251) 236-8437 17509
GPS Hospitality Partners IV, LLC 34355 Hwy. 43 THOMASVILLE AL 36784 (334) 523-0922 9686
Premier Kings, Inc. 832 US 231 S TROY AL 36081-3167 (334) 566-6450 4058
GPS Hospitality Partners IV, LLC 3808 McFarland Blvd. East TUSCALOOSA AL 35405 (205) 390-7706 1483
GPS Hospitality Partners IV, LLC 2515 Stillman Blvd. TUSCALOOSA AL 35401 (205) 390-7709 5035
GPS Hospitality Partners IV, LLC 1601 McFarland Blvd. North TUSCALOOSA AL 35406 (205) 390-7715 6048
GPS Hospitality Partners IV, LLC 4900 Skyland Blvd. East TUSCALOOSA AL 35405 (205) 390-7707 11095
Premier Kings of North Alabama, LLC 105 Highway 72 West TUSCUMBIA AL 35674-4440 (256) 383-9262 13512
Sidhu 504 North Main Street TUSKEGEE AL 36083-1728 (334) 727-5699 2616
Schuster 2910 20th Avenue VALLEY AL 36872-2842 (334) 768-4030 19956
Schuster 5179 Us Highway 231 WETUMPKA AL 36092-3127 (334) 478-3860 20535
Neubauer 501 Highway 71 North ALMA AR 72921-3210 (479) 632-3969 7455
Balke/Balke 2820 Pine Street ARKADELPHIA AR 71923-5321 (870) 246-5949 8717
Abbott & Avard, LLC 720 Constitution Avenue ASHDOWN AR 71822 (870) 898-8601 11200
Flis Enterprises, Inc. 2248 Harrison Street BATESVILLE AR 72501 (870) 569-8169 10913
Flis Enterprises, Inc. 2326 W. Center Street BEEBE AR 72012 (501) 232-9559 25967
Flis Enterprises, Inc. 1918 Congo Road BENTON AR 72015 (501) 778-1095 2925
Best Burgers, LLC 1700 South Walton Boulevard BENTONVILLE AR 72712 (479) 254-8966 13259
Trans Am Restaurants, Inc. 3800 East Highway 18 BLYTHEVILLE AR 72315-6880 (870) 762-0944 12414
Flis Enterprises, Inc. 3001 Reynolds Road BRYANT AR 72022 (501) 847-5940 14025
Flis Enterprises, Inc. 1100 West Main Street CABOT AR 72023 (501) 843-9009 8345
Flis Enterprises, Inc. 3264 Bill Foster Memorial Highway CABOT AR 72023 (501) 605-0712 14870
Ampler Burgers Ohio LLC 102 Oak Street CONWAY AR 72032-4643 (501) 327-7794 4055
Flis Enterprises, Inc. 905 HWY 65 North CONWAY AR 72032 (833) 435-4736 11578
Flis Enterprises, Inc. 2325 Dave Ward Drive CONWAY AR 72034 (501) 504-6671 22806
Neubauer 607 Union Street DARDANELLE AR 72834 (479) 229-1381 8661
C&A, LLC 808 E Collin Raye Dr DEQUEEN AR 71832 (870) 642-8900 13798
TA Operating LLC North 408 Highway 149 EARLE AR 72331-9550 (870) 657-2105 12050
GPS Hospitality Partners IV, LLC 1715 N. West Ave. EL DORADO AR 71730 870-667-3123 2597
Best Burgers, LLC 2345 North College Avenue FAYETTEVILLE AR 72703 (479) 442-4335 1982
Best Burgers, LLC 1730 West 6th Street FAYETTEVILLE AR 72701 (479) 442-6484 10614
Nashville Quality, LLC 2080 N Washington St FORREST CITY AR 72335-1837 (870) 270-5124 21600
Neubauer 5323 Rogers Avenue FORT SMITH AR 72903-2013 (479) 452-3615 2696
Neubauer 1215 South Zero Street FORT SMITH AR 72901-8435 (479) 646-8945 3745
Neubauer 1200 Towson Avenue FORT SMITH AR 72901-5040 (479) 782-8746 5146
Neubauer 3311 Midland Blvd. FORT SMITH AR 72904 (479) 785-3419 6349
Neubauer 8201 Phoenix Avenue FORT SMITH AR 72903 (479) 434-4669 22748
Flis Enterprises, Inc. #1 North Broadview St GREENBRIER AR 72058 (501) 679-1118 25304
Best Burgers, LLC 1308 North Main Street HARRISON AR 72601 (870) 741-2232 4587
Ampler Burgers Ohio LLC 1431 HIGHWAY 25B HEBER SPRINGS AR 72543-1709 (501) 206-0355 9908
Balke/Balke 1408 N. Hervey HOPE AR 71801-0000 (870) 777-4028 5945
Balke/Balke 228 West Grand Avenue HOT SPRINGS AR 71901-5428 (501) 321-2569 4940
Balke/Balke 3545 Central Ave HOT SPRINGS AR 71913-6202 (501) 624-5890 17072
Balke/Balke 253 Airport Rd HOT SPRINGS AR 71913-4060 (501) 318-9886 18006
Flis Enterprises, Inc. 2010 John Harden JACKSONVILLE AR 72076 (501) 982-5459 12981
Drury Restaurants, Inc. 1423 South Caraway Road JONESBORO AR 72401-5307 (870) 932-0671 1410
Drury Restaurants, Inc. 2904 Harrisburg Road JONESBORO AR 72401-5948 (870) 972-0202 10468
Drury Restaurants, Inc. 4000 E Johnson Ave JONESBORO AR 72401-9282 (870) 932-1796 17143

4
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Drury Restaurants, Inc. 2925 Red Wolf Blvd JONESBORO AR 72401 (870) 520-6416 24265
Ampler Burgers Ohio LLC 5900 Dreher Lane LITTLE ROCK AR 72209-4815 (501) 568-3340 470
Flis Enterprises, Inc. 11410 North Rodney Parham Rd. LITTLE ROCK AR 72212 (501) 224-9980 2487
Ampler Burgers Ohio LLC 4015 West Markham Street LITTLE ROCK AR 72205-5529 (501) 663-3115 4596
Ampler Burgers Ohio LLC 3300 South University Avenue LITTLE ROCK AR 72204-6011 (501) 568-0244 5648
Host Int'l, Inc 1 AIRPORT RD LITTLE ROCK AR 72202-4404 (501) 374-3552 12266
Ampler Burgers Ohio LLC 100 South Rodney Parham LITTLE ROCK AR 72205-4708 (501) 223-2120 15156
Flis Enterprises, Inc. 12001 Colonel Glenn Road LITTLE ROCK AR 72210 (501) 954-9598 15392
Flis Enterprises, Inc. 14916 Cantrell Rd. LITTLE ROCK AR 72223 (501) 868-1799 16826
Army Air Force Exchange Services 940 ARNOLD DR LITTLE ROCK AFB AR 72099-4927 (501) 988-4412 6786
Nashville Quality, LLC 145 Brownsville Loop LONOKE AR 72086 (501) 438-8099 24712
GPS Hospitality Partners IV, LLC 1114 B East Main St. MAGNOLIA AR 71753 (870) 667-3121 5038
Balke/Balke 1609 Industrial Rd MALVERN AR 72104-2335 (501) 332-6400 18311
Nashville Quality, LLC 740 US Highway 64 MARION AR 72364-9664 (870) 739-3839 16595
GPS Hospitality Partners IV, LLC 119 U.S. Hwy. 425 South MONTICELLO AR 71655 (870) 667-3122 7586
Flis Enterprises, Inc. 1832 Highway 62 East MOUNTAIN HOME AR 72653 (870) 701-5039 22805
Flis Enterprises, Inc. 403 East Broadway Street NORTH LITTLE ROCK AR 72114 (833) 435-4736 2928
Flis Enterprises, Inc. 4227 Camp Robinson Road NORTH LITTLE ROCK AR 72118 (833) 435-4736 4538
Flis Enterprises, Inc. 4500 East McCain Blvd NORTH LITTLE ROCK AR 72117 (501) 945-0422 15308
Flis Enterprises, Inc. 11941 Maumelle Blvd NORTH LITTLE ROCK AR 72113 (501) 851-4078 16604
Nashville Quality, LLC 3118 Highway 391 NORTH LITTLE ROCK AR 72117 (501) 406-9091 24920
Drury Restaurants, Inc. 2209 West Kingshighway PARAGOULD AR 72450-3916 (870) 239-5503 6033
Flis Enterprises, Inc. 400 North Blake Street PINE BLUFF AR 71601 (870) 535-3709 4349
Flis Enterprises, Inc. 5515 Olive Street PINE BLUFF AR 71601 (870) 536-3756 15727
Drury Restaurants, Inc. 1604 Highway 67 South POCAHONTAS AR 72455-4156 (870) 892-0453 11917
Best Burgers, LLC 500 South Eighth Street ROGERS AR 72756 (479) 636-8584 5039
Best Burgers, LLC 4125 S. 26th St. ROGERS AR 72758 479-899-6559 26314
Neubauer 2306 N Arkansas Ave RUSSELLVILLE AR 72802 (479) 968-5755 3064
Neubauer 1420 East Main St. RUSSELLVILLE AR 72801 (479) 968-4332 5825
Ampler Burgers Ohio LLC 3301 E. Race Street SEARCY AR 72143-4816 (501) 279-2075 4240
Ampler Burgers Ohio LLC 200 East Beebe Capps SEARCY AR 72143-7007 (501) 278-5100 16031
Flis Enterprises, Inc. 1404 South Rock SHERIDAN AR 72150 (870) 942-4721 17459
Best Burgers, LLC 2354 E US Hwy 412 SILOAM SPRINGS AR 72761 (479) 373-6464 23688
Best Burgers, LLC 1300 South Thompson Street SPRINGDALE AR 72764 (479) 751-6891 14453
Nashville Quality, LLC 302 E 22Nd St STUTTGART AR 72160 (870) 672-4319 24803
Abbott & Avard, LLC 802 North Stateline Avenue TEXARKANA AR 71854 (870) 772-0435 9424
Nashville Quality, LLC 504 Industrial Dr TRUMANN AR 72472 870-418-0707 24707
Neubauer 1914 Fayetteville Road VAN BUREN AR 72956 (479) 410-3303 13308
Nashville Quality, LLC 433 West Broadway WEST MEMPHIS AR 72301-2903 (870) 732-4598 2038
Nashville Quality, LLC 216 S SERVICE RD WEST MEMPHIS AR 72301-1747 (870) 732-5062 5062
Flis Enterprises, Inc. 7820 Sheridan Rd WHITE HALL AR 71602 (870) 671-4985 21385
Nashville Quality, LLC 1892 North Falls Blvd WYNNE AR 72396 (870) 578-0998 24714
QL, Inc. 530 West Apache Trail APACHE JUNCTION AZ 85120 (480) 983-1078 4098
KLK Restaurants II, LLC 11445 W. Buckeye Rd. AVONDALE AZ 85323-6810 (623) 643-9451 14956
Barnett Jacobs Restaurants LLC 9920 W Van Buren AVONDALE AZ 85323 (623) 230-2851 23606
AZM Restaurants, L.C. 101 Naco Highway BISBEE AZ 85603-9729 (520) 432-3007 6315
BKR Restaurants, LLC 1552 South Miller Road BUCKEYE AZ 85326-6428 (623) 386-2796 9984
Barnett Jacobs Restaurants LLC 19590 W. Indian School Rd. BUCKEYE AZ 85396 (623) 444-2611 25466
Barnett Jacobs Restaurants LLC 1315 S. Watson Rd. BUCKEYE AZ 85326 (623) 207-1350 25474
Dunnottar Management, Inc. 1751 Hwy 95 BULLHEAD CITY AZ 86442 928-758-8500 27048
Heflin/Mike US Highway 89 @ State Route 64 CAMERON AZ 86020-0000 (928) 679-9819 21195
Laird 365 N GOSWICK WAY CAMP VERDE AZ 86322-5201 (928) 567-6735 7165

5
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Carvalho/Smith 810 East Florence Boulevard CASA GRANDE AZ 85122-4601 (520) 836-4892 3216
Smith 2233 East Florence Boulevard CASA GRANDE AZ 85122-9113 (520) 426-9119 8236
Smith 2753 N. Pinal Ave. CASA GRANDE AZ 85122 (520) 876-9222 27265
Kraf, Inc. 34193 N Cave Creek Rd CAVE CREEK AZ 85331 (480) 488-7830 21771
Smith 1001 North Arizona Avenue CHANDLER AZ 85225-6693 (480) 963-8050 3065
Smith 2972 North Alma School CHANDLER AZ 85224-1955 (480) 899-7640 4833
Smith 4979 West Ray Road CHANDLER AZ 85226-2050 (480) 705-9638 9638
Smith 1990 West Ray Road CHANDLER AZ 85224-9008 (480) 782-0957 11523
Laird 1945 South Alma School Road CHANDLER AZ 85286-6905 (480) 917-7580 14177
Barnett Jacobs Restaurants LLC 2865 E Ocotillo Rd CHANDLER AZ 85249 (480) 895-3896 23224
Barnett Jacobs Restaurants LLC 222 N Cooper Rd CHANDLER AZ 85225 (480) 320-3999 25011
Heflin/Mike Highway 191 CHINLE AZ 86503-0000 (928) 674-3697 7224
Barnett Jacobs Restaurants LLC 1090 N. State Route 89, CHINO VALLEY AZ 86323 (928) 277-1212 27044
Army Air Force Exchange Services 2720 S CRAYCROFT RD DAVIS-MONTHAN AFB AZ 85707-6004 (520) 745-2878 5759
AZM Restaurants, L.C. 99th East 5th. Avenue DOUGLAS AZ 85607-2871 (520) 805-0597 14184
KLK Restaurants IX, LLC 12280 West Olive Ave EL MIRAGE AZ 85335-9776 (623) 535-7477 16506
Barnett Jacobs Restaurants LLC 13775 N Dysart Rd EL MIRAGE AZ 85335 (623) 533-6448 23211
Smith 5310 S. Sunland Gin Road ELOY AZ 85131-9050 (520) 421-0820 5371
Barnett Restaurants - Flagstaff, LLC* 1651 South Milton FLAGSTAFF AZ 86001-6310 (928) 779-1579 1765
Sheehy Enterprises, Inc. 3520 East Route 66 FLAGSTAFF AZ 86004 (928) 526-4290 2640
BKR Restaurants, LLC 80 West Highway 287 FLORENCE AZ 85132-0000 (520) 868-3880 9623
Army Air Force Exchange Services 5100 SMITH AVE FORT HUACHUCA AZ 85613 (520) 459-1430 4680
East Highland LLC* 4753 S Highway 95 FORT MOHAVE AZ 86426 (866) 394-2493 24786
Barnett Jacobs Enterprises, LLC 13725 N. Fountain Hills Blvd. FOUNTAIN HILLS AZ 85268-3778 (480) 690-4747 8850
Heflin/Mike Highway 264 & Highway 191 GANADO AZ 86505-0000 (928) 755-6227 14580
Barnett Jacobs Enterprises, LLC 501 West Pima GILA BEND AZ 85337-0000 (623) 444-5596 9136
Laird 450 N. Gilbert Road GILBERT AZ 85234-4660 (480) 497-1847 5974
Kraf, Inc. 695 South Val Vista Road GILBERT AZ 85296 (480) 632-5103 11462
Leigh Enterprises, Inc. 1567 North Cooper Road GILBERT AZ 85233-1230 (480) 813-6749 15025
Kraf, Inc. 1730 N Higley Rd GILBERT AZ 85234 (480) 641-0730 23257
Barnett Jacobs Restaurants LLC 4073 E. Williams Field Rd GILBERT AZ 85295 (480) 626-1299 27775
Kraf, Inc. 4422 West Glendale Avenue GLENDALE AZ 85301 (623) 939-2004 2303
Hitzeman 5090 West Olive Avenue GLENDALE AZ 85302-3507 (623) 842-0214 3200
Hitzeman 5841 West Th-Bird Road GLENDALE AZ 85306 (602) 843-3771 3973
Hitzeman 6698 West Peoria Avenue GLENDALE AZ 85302 (623) 486-1000 5208
Barnett Jacobs Enterprises, LLC 20197 North 67th. Avenue GLENDALE AZ 85308-7001 (623) 755-9232 9242
Barnett Krispin II, LLC 7490 West Glendale Avenue GLENDALE AZ 85303-3000 (623) 915-9738 11894
KLK Restaurants I, LLC 9680 W. Camelback Road. GLENDALE AZ 85305-3103 (623) 877-2478 14749
KLK Restaurants V, LLC 5834 W. Camelback Rd. GLENDALE AZ 85301-7409 (623) 931-5143 15518
BKR Restaurants, LLC* 3840 W Happy Valley Rd GLENDALE AZ 85310-3280 (623) 582-8883 17086
Army Air Force Exchange Services 1124 Thunderbird St GLENDALE AZ 85307-2100 (623) 256-6117 17229
Barnett Jacobs Restaurants LLC 5120 W. Bell Rd. GLENDALE AZ 85308 (623) 336-7780 25499
Kraf, Inc. 1680 E. Ash St. GLOBE AZ 85501 (928) 793-3137 28390
Barnett 394 N. Litchfield Road GOODYEAR AZ 85338-1224 (623) 925-0488 6249
KLK Restaurants VI, LLC 3490 North Litchfield Road GOODYEAR AZ 85395-9200 (623) 535-5426 16060
BKJ RESTAURANTS, LLC 16364 W. Yuma Rd. GOODYEAR AZ 85338-3100 (623) 932-6557 21281
BKJ RESTAURANTS, LLC 15250 W Mcdowell Rd GOODYEAR AZ 85395-2530 (623) 935-9771 22135
AZM Restaurants, L.C. 19110 South I-19 Frontage Rd. GREEN VALLEY AZ 85614-5088 (520) 648-1032 11383
Jolley 1851A Highway 77 HOLBROOK AZ 86025-2100 (928) 524-1686 7491
Jolley 2096 Navajo Blvd HOLBROOK AZ 86025 (928) 524-6704 15926
Heflin/Mike Highway 160 KAYENTA AZ 86033-0000 (928) 697-3534 6137
Provident Capital Partners Arizona, LLC 3250 East Andy Devine Street KINGMAN AZ 86401-3702 (928) 757-2123 2305

6
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Provident Capital Partners Arizona, LLC 55 Lake Havasu Ave N LAKE HAVASU CITY AZ 86403-5626 (928) 453-1777 3381
KLK Restaurants VIII, LLC 5055 West Southern Ave LAVEEN AZ 85339-6307 (602) 605-8880 16422
Barnett Jacobs Restaurants LLC 12337 W. Camelback Rd LITCHFIELD PARK AZ 85340 (623) 849-1900 25002
Herndon 3915 W. Costco Dr MARANA AZ 85741 (520) 638-8330 17676
Barnett Jacobs Restaurants LLC 20699 N. John Wayne Pkwy MARICOPA AZ 85139 (520) 666-2844 24867
Barnett Jacobs Restaurants LLC 8355 E Guadalupe Road MES AZ 85212 (480) 626-1820 25984
QL, Inc. 2708 East University MESA AZ 85213 (480) 827-0731 4477
MCL Country Club Restaurant, LLC 1440 S. Country Club Drive MESA AZ 85210-9701 (480) 962-0379 4704
Kraf, Inc. 5859 E. Mckellips Rd. MESA AZ 85215 (480) 396-6165 6368
Kraf, Inc. 9154 E. Main St. MESA AZ 85207 (480) 986-0116 7035
Kraf, Inc. 6820 E. Superstition S. Blvd. MESA AZ 85209 (480) 854-0554 8941
Laird 2024 East Southern Avenue MESA AZ 85204-5303 (480) 926-2246 14670
MCL Main & Alma Restaurant, LLC 1201 West Main Street MESA AZ 85201-7018 (480) 827-9034 17145
Kraf, Inc. 10025 E Southern Ave MESA AZ 85209 (480) 986-0903 21378
Smith 1710 S Greenfield Rd MESA AZ 85206-3481 (480) 503-2486 21868
Barnett Jacobs Restaurants LLC 10726 E. Guadalupe Rd MESA AZ 85209 (480) 275-5055 23607
Kraf, Inc. 353 E. Brown Rd. MESA AZ 85201 (480) 393-3046 25689
Kraf, Inc. 6758 E. University Dr. MESA AZ 85205 (480) 466-7591 26706
Kraf, Inc. 7302 S. Ellsworth Rd. MESA AZ 85212 (480) 737-1229 27430
Kraf, Inc. 4403 E Broadway Rd MESA AZ 85206 (480) 687-5766 28649
Border Food Services, Inc. 47 North Sonoita NOGALES AZ 85621-2520 (520) 287-5243 6716
Page Grand Canyon, LLC 807 Highway South PAGE AZ 86040 (928) 645-6969 7070
Provident Capital Partners Arizona, LLC 701 Riverside Drive PARKER AZ 85344-5129 (928) 669-2512 9284
Payson Professional Management Corp. 301 South Beeline Highway PAYSON AZ 85541-4987 (928) 474-6213 3512
BKR Restaurants, LLC 9119 West Peoria PEORIA AZ 85345-6309 (623) 487-0746 10964
Barnett Krispin II, LLC 8425 West Thunderbird Road PEORIA AZ 85381-4821 (623) 487-9712 13920
KLK Restaurants XI, LLC 21551 N LAKE PLEASANT PKWY PEORIA AZ 85382-7438 (623) 572-7747 16867
QL II, Inc. 2755 W. Peoria Avenue PHOENIX AZ 85029-5215 (602) 943-5905 1638
Kraf, Inc. 1545 East Buckeye PHOENIX AZ 85034 (602) 258-6916 2051
Kraf, Inc. 12002 North 32nd Street PHOENIX AZ 85028 (602) 971-9578 2302
Laird 7025 North 7th Street PHOENIX AZ 85020-5301 (602) 870-5464 3706
QL, Inc. 2318 West Northern Avenue PHOENIX AZ 85021 (602) 864-0167 4032
QL, Inc. 5102 West Mcdowell Road PHOENIX AZ 85035 (602) 278-6969 4081
Kraf, Inc. 1611 East Thomas Road PHOENIX AZ 85016 (602) 265-2303 4105
Barnett 13635 North 35th Avenue PHOENIX AZ 85029-1267 (602) 863-1329 4667
Kraf, Inc. 2640 W. Bethany Home Road PHOENIX AZ 85017 (602) 242-3122 4747
Barnett Jacobs Enterprises, LLC 3521 West Van Buren PHOENIX AZ 85009-4106 (602) 455-1009 5160
Kraf, Inc. 4002 East Broadway PHOENIX AZ 85040 (602) 437-1275 5241
BKJ RESTAURANTS, LLC 4302 West Indian School Road PHOENIX AZ 85031-2936 (623) 247-1486 5749
Laird 4805 E. Warner Road PHOENIX AZ 85044-3355 (480) 893-9444 7043
Kraf, Inc. 3164 East Mcdowell Road PHOENIX AZ 85008 (602) 244-1438 9258
Barnett Krispin 83rd, LLC 1610 N 83rd Ave PHOENIX AZ 85035-4301 (623) 907-0340 9465
Kraf, Inc. 665 E Baseline Rd PHOENIX AZ 85042 (602) 268-8612 9867
KLK Restaurants IV, LLC 620 East Carefree Highway PHOENIX AZ 85085-0000 (623) 434-0661 11906
Kraf, Inc. 709 East Broadway R. PHOENIX AZ 85040 (602) 276-4776 14737
KLK Restaurants III, LLC 7545 W. Lower Buckeye Rd. PHOENIX AZ 85043-3450 (623) 742-9829 15219
KLK Restaurants VII, LLC 350 North 67th Ave PHOENIX AZ 85043-3436 (623) 742-9900 16208
Kraf, Inc. 1970 W. Baseline Rd PHOENIX AZ 85041 (602) 305-9373 16209
Laird 2207 W Happy Valley Rd PHOENIX AZ 85085-2849 (623) 587-9083 17383
MCL Mountain View Restaurant, LLC 9802 N 7th St PHOENIX AZ 85020-1741 (602) 944-4567 20345
Barnett Jacobs Restaurants LLC 1375 E Bell Road PHOENIX AZ 85022 (602) 843-3463 23173
Kraf, Inc. 1901 W Buckeye Rd PHOENIX AZ 85009 (602) 334-1859 23627

7
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Kraf, Inc. 4102 North 19th ave PHOENIX AZ 85015 (602) 334-1614 23670
Barnett Jacobs Restaurants LLC 33100 N North Valley Pkwy PHOENIX AZ 85335 (602) 354-3070 24145
Barnett Jacobs Restaurants LLC 20039 N 19th Ave PHOENIX AZ 85027 (602) 426-8111 24194
Kraf, Inc. 2834 N. 44th St, PHOENIX AZ 85008 (602) 296-4581 24904
Barnett Jacobs Restaurants LLC 2337 E Quail Ave PHOENIX AZ 85024 (602) 666-6160 25016
Barnett Jacobs Restaurants LLC 1615 W. Bell Rd PHOENIX AZ 85023 (602) 218-8830 25513
Kraf, Inc.* 2436 East Indian School Road PHOENIX AZ 85016 (602) 607-5324 26142
Barnett Jacobs Restaurants LLC 7405 W Indian School Rd PHOENIX AZ 85033 (623) 207-9288 26679
Kraf, Inc. 175 N. 44th Street PHOENIX AZ 85008 (602) 237-6657 27571
Barnett Jacobs Restaurants LLC 20035 N. 35th Ave, PHOENIX AZ 85027 (602) 607-2180 27774
Kraf, Inc. 2337 E. Southern Ave. PHOENIX AZ 85040 (602) 237-6762 28485
Showtop Restaurants, Inc. 365 East White Mountain Blvd. PINETOP AZ 85935-0000 (928) 367-2565 10788
MCL Prescott Boulders Restaurant, LLC 1240 Gail Gardner Way PRESCOTT AZ 86305-1641 (928) 237-9611 21380
Laird 7780 E State Route 69 Apt 3 PRESCOTT VALLEY AZ 86314-2229 (928) 772-8219 6147
Provident Capital Partners Arizona, LLC 1395 West Main QUARTZSITE AZ 85346-2804 (928) 927-7466 9759
Kraf, Inc. 23682 Power Road S. QUEEN CREEK AZ 85142 (480) 279-4094 15021
Kraf, Inc. 7455 South Power Road QUEEN CREEK AZ 85142 (480) 988-0222 15848
Kraf, Inc. 1741 West Hunt Highway QUEEN CREEK AZ 85143 (480) 882-1244 16449
Kraf, Inc. 91 West Combs Road QUEEN CREEK AZ 85140 (480) 987-9223 16589
Kraf, Inc. 6737 East Thomas Road SCOTTSDALE AZ 85251 (480) 946-2399 4985
MCL Northsight Restaurant, LLC 15355 N Northsight Blvd SCOTTSDALE AZ 85260-2603 (480) 991-9337 20501
Showtop Restaurants, Inc. 100 West Deuce Of Clubs SHOW LOW AZ 85901-4704 (928) 537-5828 4600
AZM Restaurants, L.C. 415 Highway 90 Bypass SIERRA VISTA AZ 85635-2241 (520) 458-6317 6879
Barnett Jacobs Yuma, LLC 620 E. Main St. SOMERTON AZ 85350 (928) 323-3212 25055
Barnett Jacobs Restaurants LLC 10243 NW Grand Avenue SUN CITY AZ 85351 (623) 298-4655 25542
Smith 9668 East Riggs Road SUN LAKES AZ 85248-7401 (480) 895-7733 9732
Hitzeman 12601 West Bell Road SURPRISE AZ 85374 (623) 583-9044 5915
Barnett Krispin II, LLC 14535 West Grand Avenue SURPRISE AZ 85374-4295 (623) 544-4084 13344
Barnett Jacobs Restaurants LLC 16790 W Waddell RD SURPRISE AZ 85388 (623) 584-2031 22449
Barnett Jacobs Restaurants LLC 14719 W Cactus Rd SURPRISE AZ 85379 (623) 214-6753 23225
Barnett Jacobs Restaurants LLC 15475 West Greenway Road SURPRISE AZ 85379 (623) 201-1226 24447
MCL Taylor Restaurant, LLC 697 N. Main Street TAYLOR AZ 85939-0000 (928) 536-3696 22026
Laird 6402 South Rural Road TEMPE AZ 85283-2908 (480) 820-1182 3634
Kraf, Inc. 5 East Southern Avenue TEMPE AZ 85282 (480) 804-9516 10259
Laird 1220 W. Elliott Road TEMPE AZ 85284-1100 (480) 755-7530 10458
Barnett Jacobs Enterprises, LLC Arizona State University TEMPE AZ 85287-0002 (480) 965-3516 11081
Kraf, Inc. 2011 S. McClintock Drive TEMPE AZ 85282 (480) 557-9711 15588
Kraf, Inc. 2260 W. Baseline Rd. TEMPE AZ 85282 (480) 264-3850 23884
AZM Restaurants, L.C. 2103 W Highway 70 THATCHER AZ 85552-5446 (928) 428-6171 2982
MCL Saint Marys Road Restaurant, LLC 871 W. Saint Mary's Road TUCSON AZ 85745-2439 (520) 624-3228 2845
MCL Tucson Alvernon Restaurant, Inc. 2402 North Alvernon Way TUCSON AZ 85712-0000 (520) 326-0778 3196
Tucson Restaurants, Inc. 7006 East Golf Links Road TUCSON AZ 85730-1064 (520) 747-2241 3335
Herndon 10 North Wilmot Road TUCSON AZ 85711 (520) 886-8436 3416
Tucson Restaurants, Inc. 2040 East Irvington Road TUCSON AZ 85714-1825 (520) 889-8389 6046
Herndon 1681 W. Valencia Road TUCSON AZ 85746 (520) 807-8198 6226
Herndon 1370 West Ajo TUCSON AZ 85713 (520) 294-6719 6486
MCL Marana Restaurant, Inc. 8328 N Cortaro Rd TUCSON AZ 85743-9305 520-579-3422 8615
Tucson Restaurants, Inc. 2520 East Valencia Road TUCSON AZ 85706-5911 (520) 573-6926 9367
AZM Restaurants, L.C. 3485 East Ajo Way TUCSON AZ 85713-5234 (520) 623-7201 9644
Herndon 7880 East Speedway TUCSON AZ 85710 (520) 886-5539 10352
Herndon 454 West Grant TUCSON AZ 85705 (520) 622-2752 10867
MCL Catalina Restaurant, Inc. 15320 North Oracle Road TUCSON AZ 85739-9426 (520) 825-2899 12258

8
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Laird 1960 W. River Rd. TUCSON AZ 85704-1691 (520) 888-0908 15924
Herndon 8702 E Broadway Blvd TUCSON AZ 85710 (520) 829-6195 18877
Laird 4303 E. 22nd st TUCSON AZ 85711-5705 (520) 867-6826 20102
Herndon 7150 East Speedway Boulevard TUCSON AZ 85710 (520) 639-7054 22522
Herndon 3002 South 6th Ave TUCSON AZ 85713 520-300-5871 24335
Laird 10200 East Golf Links Road TUCSON AZ 85730 (520) 257-2671 24523
MCL Rita Tech Restaurant, LLC 9175 S. Rita Road TUCSON AZ 85747 520-207-7054 25879
Laird 55 West Fatco Road WHITE RIVER AZ 85041-0000 (928) 338-4033 16178
BKR Restaurants, LLC 520 E Wickenburg Way WICKENBURG AZ 85390 (928) 684-7193 23617
AZM Restaurants, L.C. 1205 W Rex Allen Dr WILLCOX AZ 85643-1032 (520) 384-9254 6787
Barnett Jacobs Yuma, LLC 1501 Avenue B YUMA AZ 85364-4324 (928) 783-3898 11020
Barnett Jacobs Yuma, LLC 11235 Fortuna Road YUMA AZ 85367-5626 (928) 342-3674 12263
Barnett Jacobs Yuma, LLC 581 E. 16th Street YUMA AZ 85365 (928) 366-5882 25911
California Food Management, LLC 29136 Roadside Drive AGOURA CA 91301-3306 (818) 889-2739 2359
Ghai 2200 Otis Drive ALAMEDA CA 94501-5730 (510) 573-5905 2495
California Food Management, LLC 600 East Main Street ALHAMBRA CA 91801-4048 (626) 888-6054 13256
Hakimianpour Santa Monica Group, LLC 510 South Euclid Street ANAHEIM CA 92802-1232 (714) 603-7725 726
Shere 2210 E Lincoln Ave ANAHEIM CA 92806-4107 (714) 520-5268 4461
Mangen Group, Inc. 1201 South Anaheim Boulevard ANAHEIM CA 92805-6203 (714) 512-5250 4712
JCS Anaheim, Inc. 814 N Brookhurst St ANAHEIM CA 92801-3834 (1657) 208-3603 18304
J and A Food Service, Inc. 2535 North Street ANDERSON CA 96007-3523 (530) 365-7155 4882
Quikserve Enterprises, Inc. 290 South Main Street ANGELS CAMP CA 95222-9359 (209) 736-2057 5310
Aliabadi/Sahebalzamany 2440 Mahogany Way ANTIOCH CA 94509-2966 (925) 757-7830 1943
Shahs of Shiraz, Inc 4620 Lone Tree Way ANTIOCH CA 94531-8463 (925) 522-8287 9646
California Food Management, LLC 20610 Bear Valley Road APPLE VALLEY CA 92308-6856 (760) 247-9229 10303
California Food Management, LLC 82 West Las Tunas Drive ARCADIA CA 91007-8566 (626) 445-5726 4691
Arleta Management Inc. BK 11851 13310 Osbourne Street ARLETA CA 91331-4726 (818) 814-5462 11851
California Food Management, LLC 18918 Norwalk Boulevard ARTESIA CA 90701-5960 (562) 865-6138 13869
CB Bear Mountain Blvd 9637 LLC 802 Bear Mountain Boulevard ARVIN CA 93203-1302 (661) 854-9046 9637
TA Operating LLC 5552 Wheeler Ridge Rd. ARVIN CA 93203-9745 (661) 858-2804 17366
California Food Management, LLC 8304 El Camino Real ATASCADERO CA 93422-5354 (805) 466-4888 10606
Quikserve Enterprises, Inc. 2721 Winton Way ATWATER CA 95301-2128 (209) 357-8248 9961
Yekta Fortune, Inc. 2905 Bell Rd AUBURN CA 95603-2540 (530) 889-9600 16808
California Food Management, LLC 72465 Baker Blvd. BAKER CA 92309-0000 (760) 733-4638 14909
Quikserve Enterprises, Inc. 1949 Columbus Avenue BAKERSFIELD CA 93305-2311 (661) 871-2732 1473
Ocean Eleven, Inc. 6217 Niles Street BAKERSFIELD CA 93306-4690 (661) 363-0714 4382
CB Olive Drive 5894 LLC 5120 Olive Drive BAKERSFIELD CA 93308-2996 (661) 399-2764 5894
Quikserve Enterprises, Inc. 8200 Stockdale Hwy BAKERSFIELD CA 93311-1091 (661) 836-2541 6342
Quikserve Enterprises, Inc. 3405 Union Ave BAKERSFIELD CA 93305-2935 (661) 322-7449 6343
Quikserve Enterprises, Inc. 2508 White Lane BAKERSFIELD CA 93304-6839 (661) 836-1847 6597
Quikserve Enterprises, Inc. 7990 White Lane BAKERSFIELD CA 93309-7686 (661) 397-7065 7200
Quikserve Enterprises, Inc. 35112 Merle Haggard Drive BAKERSFIELD CA 93308 (661) 393-4724 24290
California Food Management, LLC 14130 West Ramona Boulevard BALDWIN PARK CA 91706-3138 (626) 443-0314 2116
California Food Management, LLC 1540 East Main Street BARSTOW CA 92311-3238 (760) 256-6252 4974
California Food Management, LLC 2580 High Point Pkwy BARSTOW CA 92311-9403 (760) 253-9220 13820
California Food Management, LLC 621 Montara Road BARSTOW CA 92311 (760) 565-8361 23811
Aliabadi/Sahebalzamany 604 Bailey Rd BAY POINT CA 94565-4306 (925) 458-9311 6841
Army Air Force Exchange Services Building #2453 BEALE AFB CA 95903-0000 (530) 788-2517 6190
California Food Management, LLC 1695 East Sixth Street BEAUMONT CA 92223-2509 (951) 845-9347 9912
California Food Management, LLC 10134 Artesia Boulevard BELLFLOWER CA 90706-6718 (562) 866-9085 692
Dhillon 828 Southampton Rd BENICIA CA 94510-1907 (707) 745-6685 3908
Patel 849 University Avenue BERKELEY CA 94710 (408) 666-4944 23828

9
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

California Food Management, LLC 10055 Cedar Avenue BLOOMINGTON CA 92316-1847 (909) 421-1600 11101
Provident Capital Partners Arizona, LLC 379 South Lovekin BLYTHE CA 92225-2709 (760) 922-4951 5230
California Food Management, LLC 6158 E State Highway 58 BORON CA 93516-2130 (760) 762-6187 14836
California Food Management, LLC 2595 E Imperial Highway BREA CA 92821 (714) 395-6401 25904
Aliabadi/Sahebalzamany 1105 2nd. Street BRENTWOOD CA 94513-2211 (925) 634-5739 7134
Stevenson Restaurants, Inc 545 North Victory Boulevard BURBANK CA 91502-1737 (818) 848-3668 3292
California Food Management, LLC 50900 Seminole Drive CABAZON CA 92230-0000 (951) 849-9180 11423
California Food Management, LLC 497 Sandalwood Drive CALIMESA CA 92320-1539 (909) 446-1000 8446
California Food Management, LLC 181 South Arniell Road CAMARILLO CA 93010-6401 (805) 484-9744 4383
Quikserve Enterprises, Inc. 49 West Hamilton Avenue CAMPBELL CA 95008-0504 (408) 866-1211 2012
HRG Valley Group, LLC 21227 Sherman Way CANOGA PARK CA 91303-1513 (818) 883-3018 1036
ISHAR INVESTMENTS, INC 2001 - 41st Avenue CAPITOLA CA 95010-2001 (831) 476-4949 2738
MRB Foods, Inc. 7201 Fair Oaks Boulevard CARMICHAEL CA 95608-6410 (1916) 973-8479 2891
California Food Management, LLC 20950 Figueroa Street CARSON CA 90745-7038 (310) 328-9293 10311
Chhaddva/Chhaddva/Chhaddva 2757 Castro Valley Boulevard CASTRO VALLEY CA 94546-5411 (510) 247-1000 977
ISHAR INVESTMENTS, INC 11290 Merritt Street CASTROVILLE CA 95012-3421 (831) 633-5001 5996
Shere 69-120 Ramon Road CATHEDRAL CITY CA 92234-3343 (760) 656-0533 11042
Central Valley Fast Foods, Inc 2732 Mitchell Road CERES CA 95307-9483 (209) 541-1227 9762
Central Valley Fast Foods, Inc 1421 E. Hatch Rd CERES CA 95351-5086 (209) 538-5883 17604
HRG Valley Group, LLC 20838 Devonshire St. CHATSWORTH CA 91311-3215 (818) 718-6366 5896
Aliabadi/Sahebalzamany 1104 West 2nd Street CHICO CA 95928-5036 (530) 342-0689 2514
Aliabadi/Sahebalzamany 2520 Notre Dame Boulevard CHICO CA 95928-8808 (530) 893-9560 11559
Shere 5451 Philadelphia CHINO CA 91710-2479 (909) 590-0306 5893
Shere 3943 Grand Ave CHINO CA 91710 (909) 364-9909 23020
California Food Management, LLC 3170 Chino Ave CHINO HILLS CA 91709 (909) 548-3459 27317
Quikserve Enterprises, Inc. 18158 Ave 24 CHOWCHILLA CA 93610 (559) 416-8533 28543
California Food Management, LLC 1265 Third Avenue CHULA VISTA CA 91911-3237 (619) 737-5652 952
California Food Management, LLC 599 Broadway CHULA VISTA CA 91910-5307 (619) 737-5667 2339
California Food Management, LLC 97 Bonita Road CHULA VISTA CA 91910-3019 (619) 816-5667 11435
California Food Management, LLC 899 East H Street CHULA VISTA CA 91910-7807 (619) 704-9113 11545
High Rollers, Inc. 7760 Sunrise Blvd CITRUS HEIGHTS CA 95610-2310 (916) 722-0821 17254
Quikserve Enterprises, Inc. 8034 Greenback Ln CITRUS HEIGHTS CA 95610 (916) 790-1635 29311
I Double on Nine, Inc 820 Herndon Avenue CLOVIS CA 93612-0489 (559) 299-2099 7742
I Double on Nine, Inc 1886 Villa Ave CLOVIS CA 93612-2457 (559) 322-1680 17156
GD & SC Corporation 48055 Grapefruit Blvd COACHELLA CA 92236-1436 (1760) 391-9964 21658
CB Polk Street 9369 LLC 156 East Polk Street COALINGA CA 93210-2312 (559) 934-0134 9369
Quikserve Restaurants, Inc 111 Colma Boulevard COLMA CA 94014-3232 (650) 994-4367 5500
Quikserve Restaurants, Inc 1011 Bridge Street COLUSA CA 95932-2839 (530) 458-8800 6936
Hakimianpour Santa Monica Group, LLC 5533 East Washington Boulevard COMMERCE CA 90040 (323) 721-1981 22755
California Food Management, LLC 290 East Compton Boulevard COMPTON CA 90220-2413 (310) 635-6345 3899
Shahs of Shiraz, Inc 5400 Ygnacio Valley Road CONCORD CA 94521-3840 (925) 524-0544 2568
Shahs of Shiraz, Inc 4320 Clayton Road CONCORD CA 94521-2844 (925) 825-1145 11765
Shahs of Shiraz, Inc 3399 Port Chicago Hwy CONCORD CA 94520-1601 (925) 692-2171 17681
Quikserve Restaurants, Inc 888 West Highway 99 CORNING CA 96021-2704 (530) 824-5882 6117
Hakimianpour Santa Monica Group, LLC 1146 W 6th St CORONA CA 92882-3133 (951) 737-7990 21594
Cornerstone Network, Inc. 1201 1ST ST CORONADO CA 92118-1462 (619) 435-8707 5776
Quikserve Enterprises, Inc. 8510 Gravenstein Highway COTATI CA 94931-4150 (707) 664-9846 9126
California Food Management, LLC 1681 W San Bernardino Rd COVINA CA 91722-3409 (626) 339-7914 4163
California Food Management, LLC 1070 North Grand Avenue COVINA CA 91724-2047 (626) 331-5164 13069
Humboldt Restaurants Inc 1250 9th Street CRESCENT CITY CA 95531-2845 (707) 464-1714 3530
California Food Management, LLC 7900 South Atlantic Avenue CUDAHY CA 90201-5711 (213) 560-5352 5348
California Food Management, LLC 10812 Jefferson Boulevard CULVER CITY CA 90230-4935 (310) 558-3202 5159

10
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Cornerstone Network, Inc. 6000 SEPULVEDA BLVD CULVER CITY CA 90230-6421 (310) 397-5040 18257
Quikserve Restaurants, Inc 898 John Daly Boulevard DALY CITY CA 94015-1045 (650) 755-9460 4786
Ghai/Ghai 2026 Lyndell Ter DAVIS CA 95616-6203 (530) 297-5700 17484
CB Girard Street 6499 LLC 2344 Girard Street DELANO CA 93215-3811 (661) 720-9943 6499
Quikserve Enterprises, Inc. 680 W El Monte Way DINUBA CA 93618 (559) 595-9242 16481
Benedict Restaurant Corporation 1350 Stratford Avenue DIXON CA 95620-2019 (707) 678-6800 5723
Los Angeles Burgers LLC 10014 Paramount Blvd. DOWNEY CA 90240-3808 (562) 806-1019 4059
Shin/Shin 7957 Imperial Highway DOWNEY CA 90242-3434 (562) 862-2486 13203
Cornerstone Network, Inc. 9001 Apollo Way DOWNEY CA 90242 (562) 401-0333 23018
Quikserve Enterprises, Inc. 6921 Regional Street DUBLIN CA 94568-2921 (925) 828-1951 8387
Ghai/Ghai 30038 County Road 8 DUNNIGAN CA 95937 (1530) 207-3936 25533
California Food Management, LLC 535 S Atlantic Blvd E LOS ANGELES CA 90022-2621 323-686-6504 9717
Stevenson Restaurants, Inc 4959 Eagle Rock Boulevard EAGLE ROCK CA 90041 (323) 258-2040 6107
Army Air Force Exchange Services 305 E POPSON AVE EDWARDS AFB CA 93524-6502 (661) 258-5987 4614
California Food Management, LLC 822 North Johnson Street EL CAJON CA 92020-2519 (619) 387-3848 814
Shere 2901 S. Dogwood EL CENTRO CA 92243-9601 (760) 339-9985 17645
Shahs of Shiraz, Inc 6021 Central Avenue EL CERRITO CA 94530-3559 (510) 525-6377 2055
California Food Management, LLC 3717 Peck Road EL MONTE CA 91731-3532 (626) 442-0314 9799
Quikserve Enterprises, Inc. 8637 Elk Grove Boulevard ELK GROVE CA 95624-1773 (916) 686-5175 5052
Quikserve Enterprises, Inc. 9181 East Stockton Boulevard ELK GROVE CA 95624-9509 (916) 685-9620 8177
Ghai/Uppal 8338 Power Inn Rd ELK GROVE CA 95624-3434 (916) 682-7271 15906
Shahs of Shiraz, Inc 5701 Christie Avenue EMERYVILLE CA 94608-2412 (510) 653-8446 5792
MRB Foods, Inc. 41965 Nyack Rd EMIGRANT GAP CA 95715-2500 (866) 394-2493 11817
High Rollers, Inc. 1108 Yosemite Ave. ESCALON CA 95320-1658 (209) 838-7302 9796
SD Burgers LLC* 1707 East Valley Parkway ESCONDIDO CA 92027-2515 (760) 741-7492 1936
SD Burgers LLC 244 West Mission Avenue ESCONDIDO CA 92025-1711 (760) 743-8444 3584
SD Burgers LLC 1310 W. Valley Parkway ESCONDIDO CA 92029-2132 (760) 745-7919 4809
SD Burgers LLC 1677 S. Centre City Parkway ESCONDIDO CA 92025-6068 (760) 839-0621 11121
Humboldt Restaurants Inc 417 S Street EUREKA CA 95501-0742 707-442-8104 3032
Quikserve Enterprises, Inc. West 1118 Visalia Road EXETER CA 93221-2203 (559) 592-0775 11014
Gulati/Gulati 2415 North Texas Street FAIRFIELD CA 94533-1603 (707) 425-3873 2032
AUG Enterprises, LLC 1475 Holiday Lane FAIRFIELD CA 94534-3461 (707) 429-4648 4829
Gulati/Gulati 2005 Huntington Drive FAIRFIELD CA 94533-9704 (707) 437-3476 7290
SD Burgers LLC 825 S Main St FALLBROOK CA 92028-3321 (760) 728-0434 4430
ISHAR INVESTMENTS, INC 1185 N Street FIREBAUGH CA 93622 (559) 296-5944 25944
Quikserve Enterprises, Inc. 171 Iron Point Road FOLSOM CA 95630-9000 (916) 353-0863 9252
California Food Management, LLC 16878 Foothill Boulevard FONTANA CA 92335-8407 (909) 357-1900 12269
Army Air Force Exchange Services Ft. Irwin Air Force Base Exchg FORT IRWIN CA 92310-0000 (760) 386-0423 14747
Army Air Force Exchange Services 979 Langford Lake Road FORT IRWIN CA 92310-0000 (760) 386-2476 15559
Humboldt Restaurants Inc 925 S. Fortuna Blvd. FORTUNA CA 95540-3008 (707) 725-8723 6416
Chhaddva/Chhaddva/Chhaddva 3996 Washington Boulevard FREMONT CA 94538-4954 (510) 651-9010 3748
Chhaddva/Chhaddva/Chhaddva 46700 Mission Boulevard FREMONT CA 94539-7949 (510) 490-0700 3901
Quikserve Enterprises, Inc. 2410 North Cedar FRESNO CA 93703-2014 (559) 221-8270 1549
Quikserve Enterprises, Inc. 4610 East King's Canyon Rd. FRESNO CA 93702-3817 (559) 252-7083 3160
I Double on Nine, Inc 7012 No. Cedar FRESNO CA 93720-3300 (559) 322-1172 6449
Quikserve Enterprises, Inc. 3482 West Shaw Road FRESNO CA 93711-3216 (559) 271-0451 9560
I Double on Nine, Inc 481 East Shaw Avenue FRESNO CA 93710-7601 (559) 241-0557 10325
I Double on Nine, Inc 4087 West Clinton Avenue FRESNO CA 93722-6883 (559) 271-4501 10518
I Double on Nine, Inc 575 North Clovis Avenue FRESNO CA 93727-2617 (559) 251-1522 10837
I Double on Nine, Inc 2567 South Clovis Avenue FRESNO CA 93727-6310 (559) 266-2673 11981
I Double on Nine, Inc 1233 Fresno Street FRESNO CA 93706-3218 (559) 268-0027 12875
QSR WEST DEVELOPMENT ONE, Inc, 2755 N Blackstone Ave FRESNO CA 93703 (559) 492-2985 27469

11
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

QSR WEST DEVELOPMENT ONE, Inc, 7031 N. Blythe Avenue FRESNO CA 93722 (650) 814-4262 28336
California Food Management, LLC 2403 East Chapman Avenue FULLERTON CA 92831-3603 (714) 871-5131 4908
California Food Management, LLC 1329 South Harbor Boulevard FULLERTON CA 92832-3001 (714) 525-7400 6062
California Food Management, LLC 2751 W. Orangethorpe Blvd FULLERTON CA 92833-4211 (714) 879-7527 13747
High Rollers, Inc. 526 Fairway Drive GALT CA 95632-2013 (209) 744-8900 11120
Shere 12401 Valley View GARDEN GROVE CA 92845-2003 (714) 892-5597 4916
California Food Management, LLC 14311 Western Avenue GARDENA CA 90249 (310) 225-2677 11590
Quikserve Enterprises, Inc.* 450 Leavesley Road GILROY CA 95020-3609 (408) 842-5222 2555
Stevenson Restaurants, Inc 1200 East Colorado Street GLENDALE CA 91205 (818) 247-6965 2132
Ghai/Ghai 1857 East Main Street GRASS VALLEY CA 95945-5191 (530) 478-0634 3917
Quikserve Enterprises, Inc. 520 Walnut Avenue GREENFIELD CA 93927-4926 (831) 674-1866 10222
Aliabadi/Sahebalzamany 1526 Highway 99 GRIDLEY CA 95948-3121 (530) 342-0689 5752
Humerian/Humerian 1773 Grand Avenue GROVER BEACH CA 93433 805 481 7369 3731
CH&P 5378, Inc. 30 North Cabrillo Highway HALF MOON BAY CA 94019-1664 (650) 726-1182 5378
HG Foods, LLC 301 W. Lacey Blvd. HANFORD CA 93230-4435 (559) 238-7849 2319
Good To Be King, LLC 2567 N 11th Avenue HANFORD CA 93230 (559) 413-2971 25546
Shere 12513 Carson St HAWAIIAN GARDENS CA 90716-1607 (562) 865-2603 3147
JCS Hawthorne, Inc. 3930 El Segundo Boulevard HAWTHORNE CA 90250-4604 (310) 644-3663 4746
JCS El Segundo, Inc. 5107 El Segundo HAWTHORNE CA 90250-4139 (310) 644-9948 12201
Naresh & Deepak Enterprises Inc. 29671 Mission Blvd. HAYWARD CA 94544-6130 (510) 656-8886 3022
Quikserve Restaurants, Inc 950 West A Street HAYWARD CA 94541-5831 (510) 785-0635 4039
Quikserve Restaurants, Inc 26251 Hesperian Boulevard HAYWARD CA 94545-2454 (510) 887-1980 7426
California Food Management, LLC 2020 West Florida Avenue HEMET CA 92545-3756 (951) 652-2363 9972
Quikserve Restaurants, Inc 844 Willow Avenue HERCULES CA 94547-3862 (510) 313-4382 13538
California Food Management, LLC 17021 Main Street HESPERIA CA 92345-6096 (760) 948-6243 3479
California Food Management, LLC 9640 Mariposa Road HESPERIA CA 92344-4606 (760) 949-1314 8067
California Food Management, LLC 4150 E Highland AVE HIGHLAND CA 92346-2770 (909) 425-8839 7748
California Food Management, LLC 6155 York Blvd HIGHLAND PARK CA 90042-3547 (213) 256-5579 11406
ISHAR INVESTMENTS, INC 1720 Airline Highway HOLLISTER CA 95023-5621 (831) 638-1125 8563
JCS Sunset, Inc. 7079 Sunset Boulevard HOLLYWOOD CA 90028-7509 (213) 469-3664 5596
Hakimianpour/Hakimianpour/Hakimianpour/Hakimianpour 16331 Beach Blvd HUNTINGTON BEACH CA 92647-4107 (714) 847-4994 593
California Food Management, LLC 8230 Talbert Ave HUNTINGTON BEACH CA 92646 (949) 208-0326 24264
California Food Management, LLC 1180 Palm Ave IMPERIAL BEACH CA 91932-1627 (818) 703-1419 806
Shere 81-779 Highway 111 INDIO CA 92201-5414 (760) 342-1224 3233
Hakimianpour/Hakimianpour/Hakimianpour/Hakimianpour 4350 West Century Boulevard INGLEWOOD CA 90304-1520 (310) 412-1049 5179
California Food Management, LLC 8695 Irvine Center Drive IRVINE CA 92618-4219 (949) 630-3517 12665
CB W Whitesbridge Road 12426 LLC 14890 West Whitebridge Road KERMAN CA 93630-1197 (559) 846-9151 12426
California Food Management, LLC 600 Canal Street KING CITY CA 93930-3529 (831) 386-9198 5375
Shere 2101 West Whittier Boulevard LA HABRA CA 90631-3401 (562) 691-8713 609
J.S. Foods 9500 Gil LA JOLLA CA 92093-0001 (858) 457-8272 16576
California Food Management, LLC 12730 S. La Mirada Blvd. LA MIRADA CA 90638-2214 (562) 943-4975 2181
California Food Management, LLC 5545 Orangethorpe Ave. LA PALMA CA 90623-1237 (714) 512-8236 13558
Shere 14600 Valley Boulevard LA PUENTE CA 91746-3215 (909) 628-6201 4405
California Food Management, LLC 1601 N. Hacienda Boulevard LA PUENTE CA 91744-1137 (626) 888-6319 4878
California Food Management, LLC 27702 Crown Valley Parkway LADERA RANCH CA 92694-0609 (949) 630-3707 13906
California Food Management, LLC 27470 Alicia Pkwy LAGUNA NIGUEL CA 92677 (949) 208-0326 24288
California Food Management, LLC 18611 Dexter Avenue LAKE ELSINORE CA 92532-2241 (909) 674-5729 10876
Quikserve Enterprises, Inc. 5600 Lake Isabella Boulevard LAKE ISABELLA CA 93240-2840 (760) 379-5243 5533
Rubin/Vorpahl 1142 Lakeport Boulevard LAKEPORT CA 95453-5714 (707) 262-0805 9790
California Food Management, LLC 10130 Maine Avenue LAKESIDE CA 92040-3112 (619) 631-7795 4655
California Food Management, LLC 500 LAKEWOOD CENTER MALL LAKEWOOD CA 90712-2407 (562) 531-6707 21054
Quikserve Enterprises, Inc. 7930 Panama Road LAMONT CA 93241 (661) 654-9142 28765

12
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

AV Management 2473, Inc. 1202 West Avenue I LANCASTER CA 93534-2248 (1661) 948-4417 2473
AV Management K, Inc. 43627 N. 15th Street West LANCASTER CA 93534-4725 (1661) 429-2302 2901
AV Management Ave L, Inc. 4107 West Ave L LANCASTER CA 93536-4212 (1661) 206-9463 7129
Quikserve Enterprises, Inc. 15119 Harlan Rd LATHROP CA 95330 (209) 858-0000 22460
J.S. Foods 6960 Broadway LEMON GROVE CA 91945-1404 (619) 460-8558 910
Quikserve Enterprises, Inc. 65 West Hanford-Armona Road LEMOORE CA 93245-2319 (559) 924-2791 9474
MRB Foods, Inc. 115 Lincoln Blvd LINCOLN CA 95648-1884 (916) 645-6839 10341
Quikserve Enterprises, Inc. 955 West Hermosa Street LINDSAY CA 93247-1852 (559) 562-0265 11112
Shahs of Shiraz, Inc 4341 North First Street LIVERMORE CA 94551-4912 (925) 294-9602 7901
TA Operating LLC 435 Winton Parkway LIVINGSTON CA 95334-9809 (209) 394-4418 15838
Quikserve Enterprises, Inc. 18890 N HIGHWAY 88 LOCKEFORD CA 95237-9519 (209) 727-0213 7628
Quikserve Enterprises, Inc. 616 West Kettleman Lane LODI CA 95240-6050 (209) 333-0452 3890
Quikserve Enterprises, Inc. 230 N. Cherokee Lane LODI CA 95240-2418 (209) 367-0648 6409
Quikserve Enterprises, Inc. 15050 N. Thomton Rd. LODI CA 95242-9282 (209) 333-0180 14321
ISHAR INVESTMENTS, INC 2600 Reynolds Ranch Parkway, Suite A LODI CA 95240 (209) 367-1519 25081
California Food Management, LLC 1153 North H Street LOMPOC CA 93436-3306 (805) 736-5371 5036
California Food Management, LLC 2600 Long Beach Blvd. LONG BEACH CA 90806-2622 (562) 424-3593 2119
Shere 5540 Cherry Avenue LONG BEACH CA 90805-5504 (562) 422-2766 2399
California Food Management, LLC 127 West 4th Street LONG BEACH CA 90802-2331 (562) 436-8660 9227
California Food Management, LLC 2955 North Bellflower Boulevard LONG BEACH CA 90815-1127 (562) 429-1396 9481
Shere 7250 Carson Blvd - WM 3477 LONG BEACH CA 90808 (562) 380-0241 27797
Quikserve Enterprises, Inc. 6075 Horseshoe Bare Road LOOMIS CA 95650-8528 (916) 652-9607 9937
California Food Management, LLC 5656 W. Manchester Avenue LOS ANGELES CA 90045-4416 (310) 645-9033 903
Hakimianpour Santa Monica Group, LLC 3520 Sepulveda Blvd. LOS ANGELES CA 90034-6509 (310) 390-2891 919
California Food Management, LLC 1453 W. Manchester Avenue LOS ANGELES CA 90047-5423 (323) 751-6292 1346
Waldorf Restaurant Group Avalon LLC 12736 South Avalon Blvd. LOS ANGELES CA 90061-2730 (323) 754-1373 1417
Hakimianpour Santa Monica Group, LLC 3036 Crenshaw Boulevard LOS ANGELES CA 90016-4263 (213) 737-2622 1630
Waldorf Restaurant Group Centinela LLC 5228 West Centinela LOS ANGELES CA 90045-2002 (310) 649-2146 2223
Hakimianpour Santa Monica Group, LLC 1662 W Martin Luther King Jr Blvd LOS ANGELES CA 90062-1654 (213) 296-1159 4107
Supreme Midas Enterprises, LLC 2511 South San Pedro Street LOS ANGELES CA 90011-1519 (213) 748-2824 4946
California Food Management, LLC 3101 North San Fernando Road LOS ANGELES CA 90065-1412 (1866) 394-2493 5180
California Food Management, LLC 1673 103rd Street LOS ANGELES CA 90002-2924 (323) 564-8594 5567
California Food Management, LLC 5850 Crenshaw Boulevard LOS ANGELES CA 90043-2434 (323) 294-5404 5658
JC Grand Host, Inc. 1301 Glendale Blvd. LOS ANGELES CA 90026-2507 (818) 243-5835 5853
Cornerstone Network, Inc. 3501 Whittier Blvd. LOS ANGELES CA 90023-1709 (323) 526-7973 5892
California Food Management, LLC 7201 S. Figueroa LOS ANGELES CA 90003-1720 (323) 758-6011 6023
Los Angeles Burgers LLC 2051 East Florence LOS ANGELES CA 90001-2755 (323) 583-2338 6202
California Food Management, LLC 1845 S. Vermont Ave. LOS ANGELES CA 90006-4525 (323) 732-1678 6581
California Food Management, LLC 1830 West 8th Street LOS ANGELES CA 90057-4918 (213) 365-2476 10734
California Food Management, LLC 5609 West Sunset Boulevard LOS ANGELES CA 90028-8534 (323) 467-6708 11024
California Food Management, LLC 700 Cesar Chavez Avenue LOS ANGELES CA 90012-2103 (213) 626-0152 11299
California Food Management, LLC 4918 West Sunset Boulevard LOS ANGELES CA 90027-5814 (323) 667-1878 11490
California Food Management, LLC 304 West Century Boulevard LOS ANGELES CA 90003-4504 (323) 779-3684 12312
California Food Management, LLC 1540 North Eastern Avenue LOS ANGELES CA 90063-1017 (1323) 263-3315 12576
California Food Management, LLC 1202 Firestone Boulevard LOS ANGELES CA 90001-3739 (323) 588-5988 13331
Hakimianpour Santa Monica Group, LLC 4410 South Figueroa Street LOS ANGELES CA 90037-3147 (323) 846-9404 13511
Army Air Force Exchange Services Los Angeles AFB LOS ANGELES CA 90245-0000 (310) 414-9697 15477
Hakimianpour Santa Monica Group, LLC 1501 W 6th St LOS ANGELES CA 90017 (213) 674-7762 24415
Vessel SPV Operations LLC 11411 Chandler Blvd LOS ANGELES CA 91601 (650)743-7771 29275
HG Foods, LLC 525 Pacheco Blvd. LOS BANOS CA 93635-4229 (209) 309-7380 2671
HG Foods, LLC 1103 Country Club Dr. MADERA CA 93638-1537 (559) 413-2972 3023
Quikserve Enterprises, Inc. 1230 S Madera Ave MADERA CA 93637 (559) 416-8528 27645

13
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

High Rollers, Inc. 700 North Main Street MANTECA CA 95336-3742 (209) 239-9261 9261
ISHAR INVESTMENTS, INC 200 Reservation Road MARINA CA 93933-3040 (831) 384-4010 4448
Quikserve Enterprises, Inc. 5005 Coakley Circle Road MARIPOSA CA 95338-0000 (209) 742-5464 9959
Quikserve Enterprises, Inc. 11950 STATE HIGHWAY 88 MARTELL CA 95642-9472 (209) 223-3134 3459
Gulati/Gulati 7 Muir Road MARTINEZ CA 94553-4602 (925) 228-1292 3050
Aliabadi/Sahebalzamany 1101 North Beale Road MARYSVILLE CA 95901-6107 (530) 741-0137 10801
Los Angeles Burgers LLC 3748 East Slauson Avenue MAYWOOD CA 90270-2634 (323) 589-2253 11298
McKinleyville Restaurants Inc. 1645 Heartwood Drive MCKINLEYVILLE CA 95519-3986 (707) 839-9299 9299
Quikserve Enterprises, Inc. 157 Derrick Avenue MENDOTA CA 93640-2071 (559) 655-7820 9963
Central Valley Fast Foods, Inc 555 West Olive Avenue MERCED CA 95348-3141 (1209) 725-3212 1878
Central Valley Fast Foods, Inc 1965 E. Childs Avenue MERCED CA 95341-0000 (209) 722-7995 16899
Quikserve Enterprises, Inc. 175 West Calaveras Boulevard MILPITAS CA 95035-5260 (408) 263-7131 975
Ghai/Ghai 1475 South Dempsey Road MILPITAS CA 95035-6978 (408) 263-8221 5270
IRMG Burger of Great Mall, Inc. 447 Great Mall Drive MILPITAS CA 95035 (408) 791-6222 24459
High Rollers, Inc. 1233 Oakdale Road MODESTO CA 95355-3357 (209) 579-9055 5823
High Rollers, Inc. 2020 Standiford Avenue MODESTO CA 95350-6529 (209) 529-1798 6476
High Rollers, Inc. 3401 Yosemite Boulevard MODESTO CA 95354-4139 (209) 529-1801 9761
High Rollers, Inc. 1042 North Carpenter Road MODESTO CA 95351-1104 (209) 526-5000 11062
High Rollers, Inc. 2101 Sylvan Avenue MODESTO CA 95355-1632 (209) 551-2944 11275
QSR WEST DEVELOPMENT ONE, Inc, 2320 McHenry Ave MODESTO CA 95350 209-342-6819 25461
Cornerstone Network, Inc. 354 West Huntington Drive MONROVIA CA 91016-3304 (626) 357-6662 12986
California Food Management, LLC 9710 Central Avenue MONTCLAIR CA 91763 (909) 667-5780 2893
Mangen Group, Inc. 1212 West Beverly Boulevard MONTEBELLO CA 90640-4143 (323) 724-6448 618
California Food Management, LLC 2134 Montebello Town Center MONTEBELLO CA 90640-2170 (323) 455-3648 19189
California Food Management, LLC 2060 Verdugo Boulevard MONTROSE CA 91020-1627 (747) 255-7121 4424
California Food Management, LLC 23125 Hemlock Avenue MORENO VALLEY CA 92557 (951) 247-7643 10567
MORENO RESTAURANT SERVICES, LLC 24800 Sunnymead Blvd MORENO VALLEY CA 92553-3759 (951) 247-9463 20536
Quikserve Enterprises, Inc. 830 East Dunne Avenue MORGAN HILL CA 95037-4609 (408) 465-2160 7928
Ghai/Uppal 1107 Cochrane Road Suite #150 MORGAN HILL CA 95037 (669) 253-2809 23829
California Food Management, LLC 781 Quintana Road MORRO BAY CA 93442-1943 (805) 772-5758 4493
J and A Food Service, Inc. 410 W Lake St MOUNT SHASTA CA 96067-2121 (530) 926-3208 7238
California Food Management, LLC 40931 California Oaks Road MURRIETA CA 92562-5748 (951) 696-9031 10733
JCS Central, Inc. 7956 Lankershim Blvd. N HOLLYWOOD CA 91605-2524 (818) 765-4486 1054
Waldorf Restaurant Group Victory LLC 12853 Victory Boulevard N HOLLYWOOD CA 91606-3012 (818) 760-0961 2241
Rubin 3025 Jefferson Street NAPA CA 94558-4921 (707) 253-1546 2534
California Food Management, LLC 815 Highland Avenue NATIONAL CITY CA 91950-3511 (619) 474-5464 780
TARA Restaurant Group, Inc. 1200 Highland Ave NATIONAL CITY CA 91950-3541 (619) 336-1140 19820
Cornerstone Network, Inc. 3030 Plaza Bonita Rd Ste 2075 NATIONAL CITY CA 91950-8007 (619) 267-2850 21959
Patel/Patel/Patel 34943 Newark Boulevard NEWARK CA 94560-1215 (510) 790-9108 6947
HRG Valley Group, LLC 24530 Lyons Avenue NEWHALL CA 91321 (661) 259-2454 1937
Quikserve Enterprises, Inc. 1955 N Street NEWMAN CA 95360-1419 (209) 862-2061 8936
California Food Management, LLC 2122 South East Bristol NEWPORT BEACH CA 92660-1729 (949) 630-3520 9514
California Food Management, LLC 1666 Second Street NORCO CA 92860-2920 (951) 735-5156 6816
Stevenson Restaurants, Inc 11546 Sherman Way NORTH HOLLYWOOD CA 91605-5827 (818) 392-7903 18773
California Food Management, LLC 19640 Nordhoff St NORTHRIDGE CA 91324-2421 (818) 341-8466 1067
HRG Valley Group, LLC 8500 Reseda Boulevard NORTHRIDGE CA 91324-4628 (818) 349-1985 5051
JCS Valley Inc. 9025 Balboa NORTHRIDGE CA 91325-2600 (818) 993-7903 5642
The University Corporation 18111 Nordhoff Street NORTHRIDGE CA 91330-8200 (818) 677-3590 7453
California Food Management, LLC 13400 Rosecrans Avenue NORWALK CA 90650-5252 (562) 398-3556 13795
Quikserve Restaurants, Inc 220 Alameda Del Prado NOVATO CA 94949-6667 (415) 883-2566 3554
High Rollers, Inc. 1525 East F Street OAKDALE CA 95361-2231 (209) 845-8243 6134
Almison Restaurants, Inc. 4200 International Blvd., East 14th Street OAKLAND CA 94601-4538 (510) 533-1301 2288

14
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Quikserve Restaurants, Inc 7200 Bancroft Road OAKLAND CA 94605-2403 (510) 639-4563 4760
Quikserve Restaurants, Inc 4424 Broadway OAKLAND CA 94611-4614 510-654-8722 5325
Quikserve Restaurants, Inc 580 Hegenberger Road OAKLAND CA 94621-1320 (510) 568-0668 8326
UAG Enterprises, LLC 1541 East 12th Street OAKLAND CA 94606-4414 (510) 534-5469 13284
Shahs of Shiraz, Inc 2505 Main Street OAKLEY CA 94561-1852 (925) 679-8789 7100
Amin 1420 Mission Avenue OCEANSIDE CA 92058-2635 (760) 433-2580 817
Amin 3746 Mission Avenue OCEANSIDE CA 92058-1417 (760) 721-3838 3587
Cornerstone Network, Inc. 3405 Marron Rd OCEANSIDE CA 92056-4673 (760) 730-9230 21864
TA Operating LLC 4325 Guasti Road ONTARIO CA 91761-7807 (909) 390-7800 3876
California Food Management, LLC 2402 South Grove Avenue ONTARIO CA 91761-6224 (909) 930-6761 4386
IRMG Burger Restaurants, Inc. 4649 E 4TH ST ONTARIO CA 91764-5239 (909) 980-8111 9988
California Food Management, LLC 4649 Mills Circle ONTARIO CA 91764-5239 (909) 999-5824 10930
CB Park Blvd 26376 LLC 1310 Park Blvd ORANGE COVE CA 93646 (559) 626-1001 26376
Aliabadi/Sahebalzamany 901 Newville Road ORLAND CA 95963-1110 (530) 342-0689 9001
Aliabadi/Sahebalzamany 855 Oro Dam Blvd E OROVILLE CA 95965-5742 (530) 532-9232 4091
California Food Management, LLC 2001 North Oxnard Boulevard OXNARD CA 93036-2963 (805) 983-0083 4125
California Food Management, LLC 2500 S. Ventura Road OXNARD CA 93033-4257 (805) 486-7418 4518
California Food Management, LLC 2800 Paseo Mercado OXNARD CA 93036-8967 (805) 988-1447 6439
Waldorf Restaurant Group Van Nuys, LLC 12781 Van Nuys Boulevard PACOIMA CA 91331-1627 (818) 896-4244 4656
Shere 78405 Varner Road PALM DESERT CA 92211-1150 (760) 360-2105 11647
California Food Management, LLC 34500 Monterey Ave PALM DESERT CA 92211 (866) 394-2493 23017
AV Management 5185, Inc. 2606 E. Palmdale Boulevard PALMDALE CA 93550-4914 (1661) 272-9126 5185
AV Management 7273, Inc. 3045 Rancho Vista Boulevard PALMDALE CA 93551-3582 (1661) 538-9611 7273
AV Management 10th Inc. 39519 10th Street West PALMDALE CA 93551-3750 (661) 272-4778 16563
AV Management 47th, Inc. 38137 47th Street PALMDALE CA 93552-3109 (1661) 382-1744 16851
HRG Valley Group, LLC 8030 Van Nuys Boulevard PANORAMA CITY CA 91402-6010 (818) 780-4176 1038
Quikserve Enterprises, Inc. 13609 East Manning Avenue PARLIER CA 93648-9743 (559) 646-0812 10836
Delphia, Inc. 622 South Fair Oaks Avenue PASADENA CA 91105-2660 (626) 405-9166 9683
California Food Management, LLC 180 Niblick Rd PASO ROBLES CA 93446 (805) 354-1205 24162
QSR WEST DEVELOPMENT ONE, Inc, 102 Ward Ave PATTERSON CA 95363 (209) 892-3101 25703
HRG Valley Group, LLC 1688 North Perris Road PERRIS CA 92571 (951) 943-2363 8976
Quikserve Enterprises, Inc. 5304 Old Redwood Highway PETALUMA CA 94954-1165 (707) 664-9385 7410
California Food Management, LLC 9760 Sheep Creek Road PHELAN CA 92371-4036 (760) 868-4432 9927
California Food Management, LLC 8890 Whittier Boulevard PICO RIVERA CA 90660-2658 (562) 398-4883 4139
Ghai 1571 Fitzgerald Drive PINOLE CA 94564-2230 (510) 223-0377 3217
Aliabadi/Sahebalzamany 2162 Railroad Avenue PITTSBURG CA 94565-4923 (925) 252-9930 2505
Shahs of Shiraz, Inc 677 Contra Costa Boulevard PLEASANT HILL CA 94523-1514 (925) 689-2715 1864
Quikserve Enterprises, Inc. 5315 Hopyard Road PLEASANTON CA 94588-3307 (925) 463-9394 2795
Shere 2085 West Holt Ave. POMONA CA 91768-3329 (909) 591-1232 6042
Shah/Shah 1908 South Garey Ave POMONA CA 91766-5724 (909) 627-5200 15119
HG Foods, LLC 1092 West Henderson Avenue PORTERVILLE CA 93257-1451 (559) 544-1035 3383
HG Foods, LLC 820 South Jaye Street PORTERVILLE CA 93257-5914 (559) 544-1101 13959
MRB Foods, Inc. 2881 Zinfandel Drive RANCHO CORDOVA CA 95670-5603 (916) 638-4146 2172
California Food Management, LLC 7235 Haven Ave RANCHO CUCAMONGA CA 91701-6063 (909) 944-9169 6163
California Food Management, LLC 12549 FOOTHILL BLVD RANCHO CUCAMONGA CA 91739 909 999-5820 24149
Quikserve Restaurants, Inc 212 Antelope Boulevard RED BLUFF CA 96080-0000 (530) 529-0667 2298
J and A Food Service, Inc. 802 East Cypress Street REDDING CA 96002-1004 (530) 221-5133 1838
Quikserve Restaurants, Inc 2055 Eureka Way REDDING CA 96001-0430 (530) 243-1402 3208
J and A Food Service, Inc. 5001 Bechelli Lane REDDING CA 96002-3504 (530) 221-2208 11424
California Food Management, LLC 1320 Industrial Park Avenue REDLANDS CA 92374-2825 (909) 792-2344 3642
CH&P 2443, Inc. 575 El Camino Real REDWOOD CITY CA 94063-1211 (650) 368-0789 2443
CH&P 6292, Inc. 2102 Middlefield Road REDWOOD CITY CA 94063-2800 (650) 361-1224 6292

15
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

California Food Management, LLC 503 East Foothill RIALTO CA 92376-5292 (909) 820-5027 9277
California Food Management, LLC 120 West Valley Boulevard RIALTO CA 92376-7712 (909) 877-4475 11482
California Food Management, LLC 1361 West Foothill Boulevard RIALTO CA 92376-4683 (909) 877-2176 12537
California Food Management, LLC 1610 S Riverside Ave RIALTO CA 92376 (866) 394-2493 23799
Quikserve Restaurants, Inc 12999 San Pablo Avenue RICHMOND CA 94805-1353 (510) 237-4660 981
Grant/Grant 1300 Mcdonald Avenue RICHMOND CA 94801-3124 (925) 254-5955 8215
Grant/Grant 550 Cutting Boulevard RICHMOND CA 94804-2222 (510) 232-3731 11964
Quikserve Enterprises, Inc. 139 N. China Lake Blvd. RIDGECREST CA 93555-3915 (760) 377-4022 2521
High Rollers, Inc. 2572 Patterson Rd RIVERBANK CA 95367-2708 (209) 863-8806 17154
California Food Management, LLC 3630 Tyler Street RIVERSIDE CA 92503-4160 (951) 688-4068 1646
California Food Management, LLC 2167 University Avenue RIVERSIDE CA 92507 (951) 777-8211 8439
California Food Management, LLC 6835 Valley Way RIVERSIDE CA 92509 (951) 681-4400 9513
California Food Management, LLC 5790 VAN BUREN BOULEVARD RIVERSIDE CA 92503-2087 (951) 343-0973 14629
California Food Management, LLC 5200 van buren blvd RIVERSIDE CA 92503 (951) 286-1734 23070
Quikserve Enterprises, Inc. 6125 Commerce Boulevard ROHNERT PARK CA 94928-2103 (707) 585-3140 3580
Quikserve Enterprises, Inc. 5020 Redwood Drive ROHNERT PARK CA 94928-7905 (707) 584-9333 7766
California Food Management, LLC 3003 San Gabriel Boulevard ROSEMEAD CA 91770-2535 (626) 380-8113 11132
Quikserve Restaurants, Inc 111 South Harding Blvd. ROSEVILLE CA 95678-3330 (775) 742-1883 2474
Quikserve Enterprises, Inc. 5121 Foothills Boulevard ROSEVILLE CA 95747-6501 (916) 772-3701 10835
High Rollers, Inc. 1300 East Roseville Parkway ROSEVILLE CA 95661-3052 (916) 772-0299 11982
MRB Foods, Inc. 4960 Auburn Blvd. SACRAMENTO CA 95841-2619 (916) 344-6421 1450
Quikserve Enterprises, Inc. 7218 Stockton Boulevard SACRAMENTO CA 95823-2704 (916) 393-0744 1782
Quikserve Enterprises, Inc. 1915 Arden Way SACRAMENTO CA 95815-5003 (916) 925-5024 1841
Quikserve Enterprises, Inc. 5610 Freeport Boulevard SACRAMENTO CA 95822-3502 (916) 421-8659 3223
Quikserve Enterprises, Inc. 5150 Stockton Blvd. SACRAMENTO CA 95820-5410 (916) 736-9330 4135
Quikserve Enterprises, Inc. 3601 Bradshaw Road SACRAMENTO CA 95827-3258 (916) 361-9721 5056
Quikserve Enterprises, Inc. 7225 Greenhaven Drive SACRAMENTO CA 95831-3518 (916) 392-2037 5085
Chu 2714 El Centro Road SACRAMENTO CA 95833-9703 (916) 927-4857 7469
Ghai/Uppal 5550 S. Watts Ave SACRAMENTO CA 95826-6405 (916) 386-8200 16003
Ghai/Uppal 5869 Antelope Rd SACRAMENTO CA 95842-3902 (916) 729-4403 16250
Ghai/Uppal 8501 Gerber Rd SACRAMENTO CA 95828-4705 (916) 689-9802 17592
High Rollers, Inc. 4612 Kiernan Avenue SALIDA CA 95368-9074 (209) 543-3839 9343
ISHAR INVESTMENTS, INC 909 South Main Street SALINAS CA 93901-2404 (831) 757-1778 1803
ISHAR INVESTMENTS, INC 1375 North Main Street SALINAS CA 93906-2828 (831) 449-6166 3654
ISHAR INVESTMENTS, INC 8093 San Miguel Canyon Road SALINAS CA 93907-1214 (831) 663-3773 6054
ISHAR INVESTMENTS, INC 41 S. Sanborn Road SALINAS CA 93905-3235 (831) 424-6813 6813
ISHAR INVESTMENTS, INC 131 Auto Center Drive SALINAS CA 93907-2528 (831) 449-7210 13730
ISHAR INVESTMENTS, INC 1589 N. Sanborn SALINAS CA 93905-4717 (831) 424-2910 16078
California Food Management, LLC 935 North Waterman SAN BERNARDINO CA 92410-3801 (909) 889-0663 4808
California Food Management, LLC 205 East Redlands SAN BERNARDINO CA 92408-3712 (909) 370-2000 7118
California Food Management, LLC 3235 West Little League Drive SAN BERNARDINO CA 92407-2017 (909) 887-4649 11268
California Food Management, LLC 487 West Highland SAN BERNARDINO CA 92405-4013 (909) 886-8470 11667
CH&P 6260, Inc. 1278 El Camino Real SAN BRUNO CA 94066-1303 (650) 588-4069 6260
California Food Management, LLC 6401 Balboa Avenue SAN DIEGO CA 92111-3109 (818) 703-1419 736
California Food Management, LLC 3747 Rosecrans Street SAN DIEGO CA 92110-3113 (818) 703-1419 835
SD Burgers LLC 6135 El Cajon Boulevard SAN DIEGO CA 92115-3915 (619) 286-3239 3947
J.S. Foods 1220 South 28th Street SAN DIEGO CA 92113-3705 (619) 231-3537 4583
J.S. Foods 3676 Market Street SAN DIEGO CA 92102-4528 (619) 266-8982 5876
J.S. Foods 6735 Mira Mesa Blvd SAN DIEGO CA 92121-4307 (858) 546-0916 5955
J.S. Foods 1210 11th Ave SAN DIEGO CA 92101-4741 (619) 955-5968 17560
HRG Valley Group, LLC 2008 Glenoaks Boulevard SAN FERNANDO CA 91340-1625 (818) 898-1171 4208
Delsie Incorporated 35 Powell Street SAN FRANCISCO CA 94102-2811 (415) 397-6340 2382

16
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Everfresh Foodservice Inc 819 Van Ness Avenue SAN FRANCISCO CA 94109-7809 (415) 775-4211 3684
Gold Crown Enterprises, Inc. 1701 FILLMORE ST SAN FRANCISCO CA 94115-3129 (415) 441-2510 4525
Samrat Investments, Inc. 1690 Valencia Street SAN FRANCISCO CA 94110-5013 (415) 641-9885 4668
CH&P 5830, Inc. 245 Bayshore Blvd. SAN FRANCISCO CA 94124-1322 (415) 821-6288 5830
Harshraj Investments, Inc. 3900 Geary Boulevard SAN FRANCISCO CA 94118-3261 (415) 386-8478 9365
Chung San Francisco International Airport SAN FRANCISCO CA 94128-0000 (650) 821-8211 21655
California Food Management, LLC 1503 San Jacinto Avenue SAN JACINTO CA 92583-5107 (951) 487-9657 8668
Ghai/Ghai 385 South Kiely SAN JOSE CA 95129-1338 (408) 248-8740 1572
Quikserve Enterprises, Inc. 936 Blossom Hill Road SAN JOSE CA 95123-1202 (408) 225-4560 1932
Patel/Patel 329 North Capital Avenue SAN JOSE CA 95133-1906 (408) 923-8000 2279
Chhaddva/Chhaddva/Chhaddva 635 East Capitol Expressway SAN JOSE CA 95111-1207 (408) 226-1011 3246
Quikserve Enterprises, Inc. 3098 Story Road SAN JOSE CA 95127-3934 (408) 729-5400 3827
Patel/Patel 1181 Old Oakland Road SAN JOSE CA 95112-1431 (408) 287-3332 5901
Chhaddva/Chhaddva/Chhaddva 4040 Monterey Road SAN JOSE CA 95111-3600 (408) 226-1011 6028
Grant/Grant 1030 Mclaughlin Ave. SAN JOSE CA 95122-2613 (925) 254-5955 6419
Chaus 2170 Monterey Road SAN JOSE CA 95112-6016 (408) 297-2673 6755
Chaus 6477 Almaden Rd Spc D-1a SAN JOSE CA 95120-2918 (408) 997-2817 7196
Chaus 1305 N Bascom Ave SAN JOSE CA 95128-1248 (408) 261-1169 7318
Chaus 5154 Moorpark Avenue SAN JOSE CA 95129-2139 (408) 253-5460 9645
Chhaddva/Chhaddva/Chhaddva 2532 Channing Avenue SAN JOSE CA 95131-1004 (408) 944-0101 11888
Haile 2390 Almaden Road SAN JOSE CA 95125-2142 (408) 264-7956 13870
Quikserve Restaurants, Inc 15050 E. 14th Street SAN LEANDRO CA 94578-1902 (510) 276-4114 2152
Quikserve Restaurants, Inc 1934 Davis Street SAN LEANDRO CA 94577-1209 (510) 383-9838 10833
California Food Management, LLC 1358 Madonna Road SAN LUIS OBISPO CA 93405-6504 (805) 549-9391 9678
RAJ Restaurant Group Inc. 728 West San Marcos Boulevard SAN MARCOS CA 92078-1222 (760) 471-1824 4641
ISHAR INVESTMENTS, INC 2817 South El Camino Real SAN MATEO CA 94403-2728 (650) 341-7400 3323
Quikserve Enterprises, Inc. 969 East Francisco Blvd. SAN RAFAEL CA 94901-4702 (415) 459-8872 3505
Shahs of Shiraz, Inc 3440 Crow Canyon Road SAN RAMON CA 94583-0000 (925) 806-9774 4155
California Food Management, LLC 680 East San Ysidro Blvd SAN YSIDRO CA 92173-3113 (619) 690-4400 3355
Quikserve Enterprises, Inc. 736 Academy Ave SANGER CA 93657 (559) 800-8136 27041
California Food Management, LLC 2850 South Bristol Street SANTA ANA CA 92704-6204 (714) 975-6500 2253
Shere 701 North Main Street SANTA ANA CA 92701-3514 (714) 543-5856 4309
JCS Santa Ana, Inc. 601 East Dyer Road SANTA ANA CA 92705-5638 (714) 662-7777 4552
California Food Management, LLC 2100 East 17th Street SANTA ANA CA 92705-8607 (714) 982-0735 10845
Shere 200 North Harbor Boulevard SANTA ANA CA 92703 (714) 554-1390 4991
Chhaddva/Chhaddva/Chhaddva 3750 El Camino Real SANTA CLARA CA 95051-2613 (408) 241-2469 1673
Chhaddva/Chhaddva/Chhaddva 1925 EL CAMINO REAL SANTA CLARA CA 95050-4162 (408) 985-5947 6335
ISHAR INVESTMENTS, INC 1302 Soquel Avenue SANTA CRUZ CA 95062-2109 (831) 427-1110 2066
ISHAR INVESTMENTS, INC 2015 Mission Street SANTA CRUZ CA 95060-5217 (831) 425-8822 4447
California Food Management, LLC 120 South Nicholson Avenue SANTA MARIA CA 93454-4705 (805) 925-4660 4694
California Food Management, LLC 2050 South Broadway SANTA MARIA CA 93454-8801 (805) 614-1111 4761
California Food Management, LLC 1864 North Broadway SANTA MARIA CA 93454-1447 (805) 928-7396 9827
Hakimianpour/Hakimianpour/Hakimianpour/Hakimianpour 1919 Pico Boulevard SANTA MONICA CA 90405-1627 (310) 450-1227 918
TA Operating LLC 28991 West Gonzaga road SANTA NELLA CA 95322 (209) 827-8025 26104
Rubin/Rubin 741 Stony Point Road SANTA ROSA CA 95407-6864 (707) 528-0921 5215
Carfi/Kruger/Kruger 2542 Guerneville Road SANTA ROSA CA 95401-4019 (707) 568-4306 11718
Carfi/Kruger/Kruger 56 Mission Circle SANTA ROSA CA 95409 (707) 538-2556 17711
ISHAR INVESTMENTS, INC 227 Mt. Herman Road SCOTTS VALLEY CA 95066-4007 (831) 438-3866 3866
ISHAR INVESTMENTS, INC 1090 Fremont Boulevard SEASIDE CA 93955-5713 (831) 394-3000 1650
Rubin/Rubin 700 Gravenstein Hwy N SEBASTOPOL CA 95472-2808 (707) 823-3255 4504
I Double on Nine, Inc 3200 Floral Avenue SELMA CA 93662-9035 (559) 898-0502 7705
J and A Food Service, Inc. 1725 Cascade Blvd SHASTA LAKE CA 96019-9301 (530) 275-8507 13033

17
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

HRG Valley Group, LLC 5109 Van Nuys Boulevard SHERMAN OAKS CA 91403-1402 (818) 789-6876 2056
California Food Management, LLC 1152 E. Los Angeles Street SIMI VALLEY CA 93065-2802 (805) 522-9352 1783
Ghai/Uppal 14813 Jackson Rd SLOUGHHOUSE CA 95683-9733 (916) 354-9806 14581
ISHAR INVESTMENTS, INC 2107 H Delarosa Sr. St. SOLEDAD CA 93960-3381 (831) 678-0485 15058
Los Angeles Burgers LLC 4040 Tweedy Blvd SOUTH GATE CA 90280-6136 (323) 563-2542 4794
Shin/Shin 8012 Long Beach Blvd SOUTH GATE CA 90280-2007 (323) 589-5551 12559
CH&P 4075, Inc. 972 El Camino Real SOUTH SAN FRANCISCO CA 94080-3202 (650) 583-7092 4075
Quikserve Enterprises, Inc. 619 West Charter Way STOCKTON CA 95206-1709 (209) 463-2003 2268
High Rollers, Inc. 702 North Wilson Way STOCKTON CA 95205-4225 (209) 937-0844 4861
Quikserve Enterprises, Inc. 4571 North Pershing Avenue STOCKTON CA 95207-6705 (209) 474-3924 4886
High Rollers, Inc. 1502 East March Lane STOCKTON CA 95210-5663 (209) 956-9344 9344
High Rollers, Inc. 4881 S HIGHWAY 99 STOCKTON CA 95215-8254 (209) 937-0868 10368
High Rollers, Inc. 4608 East Waterloo Road STOCKTON CA 95215-2311 (209) 931-4619 10834
Quikserve Enterprises, Inc. 2994 West Eight Mile Rd STOCKTON CA 95209 (209) 800-8090 27834
QSR WEST DEVELOPMENT ONE, Inc, 7847 Tam O'Shanter STOCKTON CA 95210 (650) 814-4262 29109
Ghai 190 Pittman Road SUISUN CITY CA 94534-1654 (707) 864-8466 2838
Ghai/Ghai 1260 Anderson Drive SUISUN CITY CA 94585-3766 (707) 428-7185 14218
Chhaddva/Chhaddva/Chhaddva 773 North Mathilda Avenue SUNNYVALE CA 94085-3511 (408) 736-0101 10957
MRB Foods, Inc. 1520 Main Street SUSANVILLE CA 96130-4428 (530) 257-8787 4758
CB Gardner Field Road 11596 LLC 309 Gardner Field Road TAFT CA 93268-9726 (661) 763-3796 11596
CB W Tehachapi Blvd 10453 LLC 620 Tehachapi Boulevard TEHACHAPI CA 93561-1683 (661) 822-1897 10453
California Food Management, LLC 30534 Rancho California Road TEMECULA CA 92591-3277 (909) 693-0899 9801
California Food Management, LLC 32110 State Highway 79 South TEMECULA CA 92592-6801 (951) 302-1643 14276
Shere 5541 Rosemead Boulevard TEMPLE CITY CA 91780-1802 (818) 445-5726 744
Bredesen 865 West Sepulveda Boulevard TORRANCE CA 90502-3003 (310) 539-0180 13132
Quikserve Enterprises, Inc. 3220 Tracy Boulevard TRACY CA 95376-1747 (209) 836-0464 3421
Quikserve Enterprises, Inc. 2890 Grantline Road TRACY CA 95304-9453 (209) 830-8044 11835
Army Air Force Exchange Services 690 Airman Dr TRAVIS AFB CA 94535-0505 (707) 437-6444 4700
Quikserve Enterprises, Inc. 1255 North Blackstone Street TULARE CA 93274-2349 (559) 688-2321 2333
HG Foods, LLC 601 E. Bardsley Ave. TULARE CA 93274-5553 (559) 424-5464 17563
Central Valley Fast Foods, Inc 1610 W. Main Street TURLOCK CA 95380-3706 (209) 668-3177 2871
Central Valley Fast Foods, Inc 2590 Geer Rd TURLOCK CA 95382-1427 (209) 668-3101 18075
Quikserve Enterprises, Inc. 6001 N Golden State Blvd TURLOCK CA 95382-8809 (209) 664-9619 21575
Hakimianpour/Hakimianpour/Hakimianpour/Hakimianpour 13221 Jamboree TUSTIN CA 92782-9158 (714) 838-5072 9772
Shere 14601 Red Hill Avenue TUSTIN CA 92780-6226 (714) 730-2603 12396
Shere 71707 29 Palms Hwy TWENTYNINE PALMS CA 92277-2084 (760) 361-0151 11361
Carfi/Kruger/Kruger 711 East Perkins Street UKIAH CA 95482-4147 (707) 468-5835 2563
Quikserve Restaurants, Inc 1801 Decoto Road UNION CITY CA 94587-3543 (510) 471-2272 3034
Quikserve Restaurants, Inc 31361 Alavarado Niles Road UNION CITY CA 94587-2801 (510) 675-0605 13768
California Food Management, LLC 910 N. Mountain UPLAND CA 91786-3657 (909) 271-9714 6194
Aliabadi/Sahebalzamany 1330 East Monte Vista Avenue VACAVILLE CA 95688-3014 (707) 446-7400 2037
Aliabadi/Sahebalzamany 681 Elmira VACAVILLE CA 95687-4655 (707) 452-0833 7125
Benedict Restaurant Corporation 1939 Peabody Road VACAVILLE CA 95687-6283 (707) 448-8681 18871
Benedict Restaurant Corporation 171 Crocker dr VACAVILLE CA 95688 (707) 451-7851 21657
Cornerstone Network, Inc. 24201 W Valencia Blvd, #FC 4 VALENCIA CA 91355-1861 (661) 286-2113 18406
Rubin 3606 Sonoma Boulevard VALLEJO CA 94590-2946 (707) 552-1511 1901
Rubin/Rubin 1 Mariposa Street VALLEJO CA 94590-6454 (707) 554-8344 5394
Quikserve Enterprises, Inc. 200 Highway 12 VALLEY SPRINGS CA 95252-9494 (209) 772-2800 9049
Waldorf Restaurant Group Roscoe LLC 15554 Roscoe Boulevard VAN NUYS CA 91406-1347 (818) 646-0197 3679
Army Air Force Exchange Services 747 NEBRASKA AVE VANDENBERG AFB CA 93437-6249 (805) 734-4263 6555
California Food Management, LLC 5950 Telegraph Road VENTURA CA 93003-4300 (805) 644-4851 3611
California Food Management, LLC 21 West Main Street VENTURA CA 93001-2507 (805) 643-8072 4074

18
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

California Food Management, LLC 14868 Bear Valley Road VICTORVILLE CA 92395-9009 (760) 244-0828 5574
California Food Management, LLC 12077 Palmdale Road VICTORVILLE CA 92392-1200 (760) 949-8889 9310
California Food Management, LLC 12925 Hesperia Road VICTORVILLE CA 92395-9701 (760) 952-1191 14075
Quikserve Enterprises, Inc. 3101 South Mooney Boulevard VISALIA CA 93277-7360 (559) 713-0897 1883
Quikserve Enterprises, Inc. 500 South De Maree VISALIA CA 93277-1776 (559) 739-1084 4660
Good To Be King, LLC 1009 N Ben Maddox Way VISALIA CA 93292 (559) 413-2970 24037
Quikserve Enterprises, Inc. 9017 E Crowley Ave VISALIA CA 93291 (559) 372-4651 27611
Quikserve Enterprises, Inc. 6603 Betty Dr VISALIA CA 93291 (559) 372-7026 28985
RAJ Restaurant Group Inc. 377 Vista Village Drive VISTA CA 92083-4991 (760) 940-8406 13580
Quikserve Enterprises, Inc. 1799 North Broadway WALNUT CREEK CA 94596-4122 (925) 937-5129 4516
Shahs of Shiraz, Inc 2855 North Main Street WALNUT CREEK CA 94597-2716 (925) 280-4595 6579
CB Highway 46 4053 LLC 2101 Highway 46 WASCO CA 93280-1155 (661) 758-2339 4053
ISHAR INVESTMENTS, INC 11900 Yosemite Boulevard WATERFORD CA 95386 (209) 874-9650 24651
ISHAR INVESTMENTS, INC 1403 Freedom Boulevard WATSONVILLE CA 95076-2742 (831) 728-2496 3179
ISHAR INVESTMENTS, INC 142 Main Street WATSONVILLE CA 95076-5002 (831) 768-0570 11063
J and A Food Service, Inc. 1303 Main Street WEAVERVILLE CA 96093-0000 (530) 623-6208 9878
J and A Food Service, Inc. 88 Vista Drive WEED CA 96094-9568 (530) 938-3337 9568
Shere 245 N. Citrus WEST COVINA CA 91791-1617 (626) 967-8999 2284
Ghai/Uppal 763 Ikea Ct #120 WEST SACRAMENTO CA 95605-1621 (916) 371-6900 17721
California Food Management, LLC 8845 South Painter Street WHITTIER CA 90602-3343 (562) 698-3730 733
Los Angeles Burgers LLC 11125 E. Washington Blvd. WHITTIER CA 90606-3007 (562) 695-7633 6399
Quikserve Restaurants, Inc 480 E ST WILLIAMS CA 95987-5814 (530) 473-3871 13498
Kruger/Rubin 1355 South Main Street WILLITS CA 95490 (707) 456-9175 7431
Aliabadi/Sahebalzamany 455 North Humboldt Street WILLOWS CA 95988-2644 (530) 342-0689 3441
Carfi/Kruger/Kruger 6351 Hembree Lane WINDSOR CA 95492-6856 (707) 838-8254 13778
Almison Restaurants, Inc. 701 Matsumoto Lane, Suite A, County Road 90 WINTERS CA 95694-9107 (530) 795-0700 18516
Ghai/Ghai 1830 E Main St WOODLAND CA 95776-6228 (530) 406-1117 15705
Ghai/Ghai 251 W Main St WOODLAND CA 95695-3691 (530) 662-8300 17709
California Food Management, LLC 5450 Canoga Avenue WOODLAND HILLS CA 91367-6619 (818) 932-9163 12484
J and A Food Service, Inc. 1803 Ft. Jones Rd. YREKA CA 96097-9596 (530) 842-2111 4551
Ghai/Ghai 601 Colusa Avenue YUBA CITY CA 95991-3935 (530) 674-5700 2022
Aliabadi/Sahebalzamany 1581 Poole Avenue YUBA CITY CA 95993-2615 (530) 674-8303 14121
Shere 58501 Twentynine Palms Highway YUCCA VALLEY CA 92284 (760) 228-1822 26471
Redrock Foods, Ltd. Co. 2501 West Main ALAMOSA CO 81101-2239 (719) 589-5538 5616
Donahue 5255 West 80th Avenue ARVADA CO 80003-1905 (303) 427-8985 5870
MT Food Group, LLC 12580 West 64th. Avenue ARVADA CO 80004-3804 (303) 422-6316 8139
Donahue 15290 East Colfax AURORA CO 80011-6965 (303) 366-2038 1814
Donahue/Oceguera 12119 East Mississippi Avenue AURORA CO 80012-3417 (303) 366-0441 1996
Donahue 15340 East Hampden Avenue AURORA CO 80013-2402 (303) 693-3282 2424
Bilikin, Inc. 16850 E. Iliff Avenue AURORA CO 80013 (303) 750-0221 2889
De La Rosa/De La Rosa 14090 E. Mississippi Avenue AURORA CO 80012-3693 (303) 337-0926 5688
De La Rosa/De La Rosa 16706 East Smokey Hill Road AURORA CO 80015-2470 (303) 680-1878 8097
Donahue 3800 Chambers Road AURORA CO 80011-1312 (303) 343-9367 9400
De La Rosa/De La Rosa 625 North Peoria Street AURORA CO 80011-8228 (303) 340-8621 12856
Bilikin, Inc. 620 South Buckley Road AURORA CO 80017 (303) 745-9892 12926
Army Air Force Exchange Services 365 N Telluride St AURORA CO 80011-7809 (720) 859-9635 13784
MT Food Group, LLC 14200 E Alameda Ave #2072 AURORA CO 80012-2512 (303) 366-1263 15712
Donahue 2560 S Havana St AURORA CO 80014-1618 (303) 695-7834 18222
Oldershaw 15 Hurd Lane AVON CO 81620 (970) 949-1292 9910
MT Food Group, LLC 1770 - 28th Street BOULDER CO 80301-1004 (303) 449-1525 414
MT Food Group, LLC 5320 Spine Road BOULDER CO 80301-3369 (303) 581-9040 7062
MT Food Group, LLC 1505 East Bridge Street BRIGHTON CO 80601-1929 (303) 659-0120 2409

19
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Donahue 6801 West 120th Avenue BROOMFIELD CO 80020-2331 (303) 801-0619 5256
Donahue/Oceguera 2795 Fremont Drive CANON CITY CO 81212-2648 (719) 275-2480 2391
MT Food Group, LLC 880 Kinner Street CASTLE ROCK CO 80109-1514 (303) 688-5690 2693
MT Food Group, LLC 4408 Barranca Ln CASTLE ROCK CO 80104-7419 (303) 688-9381 21240
MT Food Group, LLC 7480 S University Blvd CENTENNIAL CO 80122-1688 (303) 793-0341 3609
MT Food Group, LLC 3210 I-70 Business Loop CLIFTON CO 81520-7636 (970) 434-8641 3781
MT Food Group, LLC 375 South Academy Blvd. COLORADO SPRINGS CO 80910-2708 (719) 867-1525 2347
MT Food Group, LLC 1727 East Platte Avenue COLORADO SPRINGS CO 80909-5719 (719) 867-1511 2404
MT Food Group, LLC 1895 South Nevada Ave. COLORADO SPRINGS CO 80905-2516 (719) 867-1514 5931
MT Food Group, LLC 4241 Austin Bluffs Pkwy. COLORADO SPRINGS CO 80918-2929 (719) 598-6261 6551
Army Air Force Exchange Services Usaf Academy COLORADO SPRINGS CO 80840-0000 (719) 472-1211 7344
MT Food Group, LLC 2990 Powers Boulevard COLORADO SPRINGS CO 80922-2801 (719) 867-1531 9832
Army Air Force Exchange Services 6110 MARTINEZ ST COLORADO SPRINGS CO 80913-2048 (719) 576-5661 11339
Donahue/Oceguera 3705 East Woodmen Road COLORADO SPRINGS CO 80920-4192 (719) 266-9968 13609
Army Air Force Exchange Services 5115 Chiles Ave COLORADO SPRINGS CO 80913 (719) 527-4945 17302
MT Food Group, LLC 357 E Fillmore St COLORADO SPRINGS CO 80907-6305 (719) 867-1517 17384
MT Food Group, LLC 2720 S. Academy Blvd COLORADO SPRINGS CO 80916-2806 (719) 393-8894 17545
Army Air Force Exchange Services 1804 Prussman Blvd. Building #1534 COLORADO SPRINGS CO 80913-4194 (719) 226-1269 18003
MT Food Group, LLC 6365 Source Center Pt COLORADO SPRINGS CO 80923-7656 (719) 598-0735 18339
MT Food Group, LLC 1364 Interquest Pkwy COLORADO SPRINGS CO 80921 (719) 208-7993 26696
Redrock Foods, Ltd. Co. 520 West Main Street CORTEZ CO 81321-3113 (970) 564-0725 9714
MT Food Group, LLC Laura Court DACONO CO 80514 (866) 394-2493 22546
Donahue/Oceguera 302 South Sheridan Boulevard DENVER CO 80226-8012 (303) 936-8373 572
MT Food Group, LLC 7225 North Pecos St. DENVER CO 80221 (303) 426-1956 605
MT Food Group, LLC 4875 North Federal Blvd. DENVER CO 80221-1145 (303) 455-2637 986
MT Food Group, LLC 2998 W 104th Ave DENVER CO 80234-3541 (303) 469-1119 4268
MT Food Group, LLC 2110 South Broadway Street DENVER CO 80210-4402 (303) 722-4834 5218
MT Food Group, LLC 4600 Peoria Street DENVER CO 80239-4806 (303) 371-0150 5367
MT Food Group, LLC 1717 West 38th Avenue DENVER CO 80211-2222 (303) 455-1545 6022
Donahue/Oceguera 7313 E Colfax DENVER CO 80220-1915 (303) 394-4053 6200
Donahue/Oceguera 7650 West Quincy DENVER CO 80123-2403 (303) 933-4684 7417
Donahue/Oceguera 7150 Leetsdale Drive - Unit H DENVER CO 80224-3516 (303) 394-3654 7919
Donahue 2095 South Federal Boulevard DENVER CO 80219-5429 (303) 801-0929 8413
MT Food Group, LLC 3051 East 45th Avenue DENVER CO 80216-4177 (303) 296-8656 9484
MT Food Group, LLC 9690 East Alameda Avenue DENVER CO 80247-1290 (303) 344-1336 12359
Donahue/Oceguera 520 East 58th Avenue DENVER CO 80216-1415 (303) 308-9331 12973
TA Operating LLC 5101 Quebec St DENVER CO 80022-4860 (303) 786-0123 16475
MT Food Group, LLC 4906 Tower Rd. DENVER CO 80249 (720) 374-9020 23802
Redrock Foods, Ltd. Co. 1415 Main Avenue DURANGO CO 81301-5140 (970) 247-9095 2074
Donahue/Oceguera 2601 Sheridan Boulevard EDGEWATER CO 80214-1309 (303) 801-1581 12921
MT Food Group, LLC 900 W. Hampden ENGLEWOOD CO 80110-2117 (303) 761-3128 948
MT Food Group, LLC 420 Erie Pkwy ERIE CO 80516-5435 (303) 828-5355 21599
Donahue/Oceguera 4485 City Centre Dr FIRESTONE CO 80504-6603 (303) 651-2891 17340
MT Food Group, LLC 2507 South Shields Street FORT COLLINS CO 80526-1823 (970) 482-5606 6675
MT Food Group, LLC 1648 N. College Avenue FORT COLLINS CO 80524-1219 (970) 493-3380 7581
MT Food Group, LLC 2101 S Timberline Rd FORT COLLINS CO 80525-4372 (970) 224-2187 17147
MT Food Group, LLC 25 South Grand Avenue FORT LUPTON CO 80621-1445 (303) 857-2287 7461
MT Food Group, LLC 1200 Barlow Rd FORT MORGAN CO 80701-4362 (970) 867-3005 14788
MT Food Group, LLC 6770 Camden Boulevard FOUNTAIN CO 80817-2507 (719) 390-4600 11827
MT Food Group, LLC 289 West Aspen Avenue FRUITA CO 81521-2505 (970) 858-4460 8394
MT Food Group, LLC 651 - 16th Street GOLDEN CO 80401-1937 (303) 278-3227 6234
MT Food Group, LLC 1730 North Avenue GRAND JUNCTION CO 81501-6423 (970) 242-1282 1267

20
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

MT Food Group, LLC 2752 Hwy 50 South GRAND JUNCTION CO 81503-2294 (970) 245-2741 9074
MT Food Group, LLC 2726 West 10th Street GREELEY CO 80634-5423 (970) 353-1596 557
Donahue/Oceguera 2708 - 11th Avenue GREELEY CO 80631-8443 (970) 353-3240 2942
MT Food Group, LLC 2435 35th Avenue GREELEY CO 80634-4172 (970) 339-5304 9283
MT Food Group, LLC 6710 W 10th St GREELEY CO 80634-2013 (970) 356-5355 18249
Donahue 920 47th Ave GREELEY CO 80634-2042 (970) 356-4227 20768
Donahue/Oceguera 3520 Town Center Drive HIGHLANDS RANCH CO 80129-1713 (720) 344-7922 12903
Donahue 6675 Business Center Dr HIGHLANDS RANCH CO 80130 (970) 718-5019 25195
Donahue 1998 South Kipling Parkway LAKEWOOD CO 80227-2079 (303) 989-2665 5222
MT Food Group, LLC 6435 West Colfax Avenue LAKEWOOD CO 80214-1801 (303) 274-6222 12408
IRMG Burger Restaurants, Inc. Colorado Mills LAKEWOOD CO 80401-0000 (303) 590-1405 14441
Donahue 5061 South Jellison Way LITTLETON CO 80123-7306 (303) 972-8712 4020
Donahue 2397 West Belleview Ave LITTLETON CO 80120-1027 (303) 794-3163 16607
Donahue/Oceguera 2020 Ken Pratt Blvd. LONGMONT CO 80501-7948 (303) 864-4163 4690
Donahue/Oceguera 2000 North Main Street LONGMONT CO 80501-1916 (303) 684-0624 7885
MT Food Group, LLC 1325 E South Boulder Rd LOUISVILLE CO 80027-2301 (303) 665-2124 7367
Donahue/Oceguera 2393 West Eisenhower Blvd. LOVELAND CO 80537-3151 (970) 203-1380 9334
Donahue 250 W 65th street LOVELAND CO 80538 (970) 718-5362 25196
Donahue 1325 Denver Ave LOVELAND CO 80537 (970) 541-2196 25197
Donahue 5688 N Garfield Ave LOVELAND CO 80538 (970) 278-3440 25553
MT Food Group, LLC 229 North Townsend Avenue MONTROSE CO 81401-3551 (970) 249-8929 2429
MT Food Group, LLC 650 East 120th Avenue NORTHGLENN CO 80233-1133 (303) 920-7175 5199
Donahue 18811 Ponderosa Drive PARKER CO 80134-8801 (303) 840-0268 10685
Donahue/Oceguera 1860 Vinewood PUEBLO CO 81005-2525 (719) 561-2798 1433
MT Food Group, LLC 1911 Troy Avenue PUEBLO CO 81001-5626 (719) 562-9907 11133
MT Food Group, LLC 440 Eagleridge Boulevard PUEBLO CO 81008-2100 (719) 253-7606 13389
Donahue 1602 West Main Street STERLING CO 80751-9016 (970) 522-2743 16606
MT Food Group, LLC 666 E 104th Ave THORNTON CO 80233-4104 (303) 451-7819 457
Donahue 301 West 84th Street THORNTON CO 80260-4878 (303) 427-7316 9674
MT Food Group, LLC 11953 Holly St THORNTON CO 80233 (720) 590-8501 25179
Redrock Foods, Ltd. Co. 1920 Freedom Road TRINIDAD CO 81082-4005 (719) 846-9445 10417
MT Food Group, LLC 8214 Sixth Street WELLINGTON CO 80549-0000 (970) 568-9083 11262
MT Food Group, LLC 7613 West 88th Avenue WESTMINSTER CO 80005-1686 (303) 425-1970 3897
MT Food Group, LLC 3800 Wadsworth Blvd WHEAT RIDGE CO 80033-4613 (303) 424-3803 3324
Donahue 4945 Kipling St WHEAT RIDGE CO 80033-2249 (303) 442-8274 10959
MT Food Group, LLC 1615 Main St. WINDSOR CO 80550 (1970) 460-0739 25525
Northeast Foods, LLC 20 Pershing Drive ANSONIA CT 06401-2214 (203) 734-6111 1911
Muirhead/Muirhead 146 New Britain Road BERLIN CT 06037-1359 (860) 223-5646 5750
Bethel Rest. 3189, LLC 265 Greenwood Avenue BETHEL CT 06801-2421 (203) 794-9905 3189
JSC New England Operating LLC 19 Granby Street BLOOMFIELD CT 6002 (860) 969-3967 5047
Northeast Foods, LLC 880 West Main BRANFORD CT 06405-3422 (203) 208-2816 799
Rackson Restaurants, LLC 4196 North Main Street BRIDGEPORT CT 06606-2300 (203) 374-2422 2162
Rackson Restaurants, LLC 193 Boston Avenue BRIDGEPORT CT 06610-1648 (203) 576-9928 2764
Northeast Foods, LLC 1033 Farmington Avenue BRISTOL CT 06010-3929 (860) 582-0802 440
Northeast Foods, LLC 18 Federal Street BRISTOL CT 06010-5075 (860) 540-6336 4065
Brookfield Rest 14, LLC 46 Federal Rd BROOKFIELD CT 6804 (203) 546-7313 23992
Northeast Foods, LLC 136 Berlin Road CROMWELL CT 06416-2627 (860) 632-2508 4126
Danbury Rest. 1101, LLC 66 Newtown Road DANBURY CT 06810-6237 (203) 790-1667 1101
Danbury Rest. 3614, LLC 12 Padanaran Road DANBURY CT 06811-4825 (203) 792-3798 3614
Danbury Fair Fast Food,LLC. 40 Backus Ave DANBURY CT 06810-7329 (203) 744-0022 20683
JSC New England Operating LLC 6 Putnam Pike DAYVILLE CT 6241 (860) 325-3573 3574
Muirhead/Muirhead 708 Silver Lane EAST HARTFORD CT 06118-1230 (860) 568-9837 6119

21
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Paulauskas 172 Bridge Street EAST WINDSOR CT 6088 (860) 623-5027 6127
Paulauskas 117 Elm Street ENFIELD CT 06082-3719 (860) 741-2706 4222
Northeast Foods, LLC 3025 Main Street GLASTONBURY CT 06033-1029 (860) 659-2877 3468
Northeast Foods, LLC 557 Long Hill Road GROTON CT 06340-4134 (860) 445-2020 456
Northeast Foods, LLC 937 Dixwell Avenue HAMDEN CT 06514-4929 (203) 773-9130 5432
Northeast Foods, LLC 2197 Dixwell HAMDEN CT 06514-2405 (203) 230-9127 14275
JSC New England Operating LLC 524 Farmington Avenue HARTFORD CT 6105 (860) 986-6731 849
Northeast Foods, LLC 70 Airport Road HARTFORD CT 06114-2003 (860) 296-9671 895
Northeast Foods, LLC 186 Prospect Avenue HARTFORD CT 06106-2956 (860) 236-0029 3850
JSC New England Operating LLC 914 New Britain Avenue HARTFORD CT 6106 (860) 986-6731 6807
Muirhead/Muirhead 102 Weston Street HARTFORD CT 06120-1512 (860) 241-0664 10194
Northeast Foods, LLC 811 Main Street HARTFORD CT 06103-2303 (860) 246-2442 12370
Northeast Foods, LLC 467 Center Street MANCHESTER CT 06040-3937 (860) 646-6080 729
Northeast Foods, LLC 825 East Main Street MERIDEN CT 06450-6064 (203) 235-1561 3919
Northeast Foods, LLC 1292 Boston Post Road MILFORD CT 06460-2701 (203) 882-1530 1674
Kane 1850 Meriden-Waterbury Trnpike MILLDALE CT 06467-0000 (860) 621-2410 2762
Northeast Foods, LLC 610 Hartford Road NEW BRITAIN CT 06053-1527 (860) 827-0670 4540
Northeast Foods, LLC 169 Whalley Avenue NEW HAVEN CT 06511-3220 (480) 585-4500 1448
Northeast Foods, LLC 390 Foxon Boulevard NEW HAVEN CT 06513-2326 (203) 467-9110 3186
Northeast Foods, LLC 1329 Whalley Avenue NEW HAVEN CT 06515-1141 (203) 397-0247 10260
Northeast Foods, LLC 429 Colman Street NEW LONDON CT 06320-3740 (860) 447-2706 1046
New Milford Restaurant Services,LLC. 125 Danbury Rd NEW MILFORD CT 06776-3413 (860) 354-0501 20388
Muirhead/Muirhead 2500 Berlin Turnpike NEWINGTON CT 06111-4119 (860) 667-7130 3077
Northeast Foods, LLC 257 Flanders Road NIANTIC CT 06357-1214 (860) 739-6636 2565
Kane 159 Washington Avenue NORTH HAVEN CT 06473-1710 (203) 239-4150 2006
Rackson Restaurants, LLC 575 Connecticut Avenue NORWALK CT 06854-1711 (203) 853-0768 1611
Rackson Restaurants, LLC 380 Main Avenue NORWALK CT 6851 (203) 642-4411 22482
Northeast Foods, LLC 21 Salem Turnpike NORWICH CT 06360-6515 (860) 889-7040 510
Northeast Foods, LLC 607 Boston Post Road OLD SAYBROOK CT 06475-1521 (860) 388-5255 2500
Northeast Foods, LLC 140 Boston Post Road ORANGE CT 06477-3204 (203) 795-3646 9789
Northeast Foods, LLC 22 Marlborough Street PORTLAND CT 06480-4802 (860) 342-1194 11304
JSC Putnam LLC. 51 Providence Pike PUTNAM CT 6260 (860) 969-2946 29057
Northeast Foods, LLC 902 Bridgeport Avenue SHELTON CT 06484-4625 (203) 929-7290 4711
Kane 800 Queen Street SOUTHINGTON CT 06489-1539 (860) 621-2727 2099
Rackson Restaurants, LLC 1058 High Ridge Road STAMFORD CT 06905-1122 (203) 461-9565 2273
Rackson Restaurants, LLC 1540 Barnum Avenue STRATFORD CT 06614-5405 (203) 377-9173 893
Northeast Foods, LLC 451 East Main Street TORRINGTON CT 06790-5603 (860) 482-4018 590
Muirhead/Muirhead 304 Hartford Turnpike VERNON CT 06066-4719 (860) 871-7318 3892
Muirhead 75 Reservoir Rd. VERNON CT 06066-5724 (860) 875-0888 13588
Northeast Foods, LLC 888 North Colony Road WALLINGFORD CT 06492-2411 (203) 265-2726 635
Northeast Foods, LLC 198 Thomaston Avenue WATERBURY CT 06702-1018 (203) 757-7728 205
Northeast Foods, LLC 464 Reidville Dr WATERBURY CT 6705 (203) 753-5127 4855
JSC Union St. LLC 495 Union St WATERBURY CT 6706 (860) 327-4848 11136
Northeast Foods, LLC 1258 Main Street WATERTOWN CT 06795-3128 (860) 274-8708 3763
Northeast Foods, LLC 644 Campbell Avenue WEST HAVEN CT 06516-4408 (203) 932-6274 2752
Muirhead/Muirhead 872 Silas Deane Highway WETHERSFIELD CT 06109-3412 (860) 721-1366 5586
JSC New England Operating LLC 59 Columbia Avenue WILLIMANTIC CT 6226 (860) 325-3727 3461
TA Operating LLC 327 Ruby Road WILLINGTON CT 06279-2415 (860) 684-0499 9628
Paulauskas 84 Ella Grasso Turnpike WINDSOR LOCKS CT 06096-1015 (860) 627-5537 3299
Di Severia 4422 Connecticut Ave. , N. W. WASHINGTON DC 20008 (202) 363-8218 2902
Army Air Force Exchange Services 191 CHAPPIE JAMES BLVD SW BOLLING WASHINGTON DC 20032-7433 (202) 562-4540 6264
Vessel SPV Operations LLC 703 Edgewood St NE WASHINGTON DC 20017 (330) 257-9893 29671

22
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

BBDE, LLC 1170 Pulaski Highway BEAR DE 19701 (302) 595-3342 12163
Rackson Restaurants, LLC 2911 Philadelphia Pike CLAYMONT DE 19703-2507 (302) 368-5074 684
BBDE, LLC 211 South Du Pont Highway DOVER DE 19901 (302) 747-7428 3213
BBDE, LLC 1600 South Dupont Highway DOVER DE 19901-5120 (302) 734-7042 13866
Army Air Force Exchange Services Dover AFB DOVER AFB DE 19902-0000 (302) 734-7464 7030
Di Severia Intersection Of Rts. #18 & 113 GEORGETOWN DE 19947 (302) 856-1593 6089
Di Severia 10912 County Seat Hwy LAUREL DE 19956 (302) 877-8112 26312
BBDE, LLC 600 Ash Boulevard MIDDLETOWN DE 19709 (302) 376-1979 11636
Di Severia 943 N. Dupont Boulevard MILFORD DE 19963 (302) 424-2272 14460
Di Severia 30123 Commerce Dr MILSBORO DE 19966 (302) 663-0571 19987
Rackson Restaurants, LLC 101 North Dupont Parkway NEW CASTLE DE 19720-3101 (302) 613-2572 2106
Rackson Restaurants, LLC 1530 North Du Pont Highway NEW CASTLE DE 19720-1902 (302) 368-5074 3801
Rackson Restaurants, LLC 2690 Kirkwood Highway NEWARK DE 19711-7241 (302) 266-8154 2663
Rackson Restaurants, LLC 1300 Peoples Plaza NEWARK DE 19702-5607 (302) 838-9380 12351
HMSHost Family Restaurants, LLC 530 JFK Memorial Hwy NEWARK DE 19702-5427 (302) 731-8599 17582
Czerwinski/Czerwinski 24456 Sussex Highway SEAFORD DE 19973-8469 (302) 628-0494 2841
BBDE, LLC 1290 South DuPont Boulevard SMYRNA DE 19977 302-471-3163 25966
Rackson Restaurants, LLC 2802 Concord Pike WILMINGTON DE 19803-5009 (302) 416-6843 101
Rackson Restaurants, LLC 3607 Kirkwood Highway WILMINGTON DE 19808-5103 (302) 994-2124 466
Rackson Restaurants, LLC 300 South Maryland Avenue WILMINGTON DE 19804-1345 (302) 995-1070 5190
BRAVOFLORIDA,LLC 16130 NW Highway 441 ALACHUA FL 32615-6394 (386) 588-3268 28769
Adiser Orlando LLC 476 East Altamonte Drive ALTAMONTE SPRINGS FL 32701-4602 (407) 261-0152 2105
Adiser Orlando LLC 1190 Spring Centre S. Blvd. ALTAMONTE SPRINGS FL 32714-1941 (407) 788-6348 3331
Bravotampa, LLC 5024 N Us Hwy 41 APOLLO BEACH FL FL 33572 813-641-3733 23620
Adiser Orlando LLC 488 East Main Street APOPKA FL 32703-5374 (407) 889-2534 2167
Adiser Orlando LLC 3010 Semoran Boulevard APOPKA FL 32703-5940 (407) 869-6973 5969
Bravotampa, LLC 1016 East Oak Street ARCADIA FL 34266-8924 (863) 494-6671 3140
Jan King, Inc. 418 1/2 Havendale Boulevard AUBURNDALE FL 33823 (863) 967-8270 4015
Jan King, Inc. 2367 Hwy 92 West AUBURNDALE FL 33823 (863) 551-1916 16648
Bravotampa, LLC 460 U.S. Highw 27 South AVON PARK FL 33825-3445 (863) 452-1940 13922
Southern King Holdings, LLC 1093 US Highway 301 N BALDWIN FL 32234-0000 (904) 695-9099 7257
Jan King, Inc. 109 E Van Fleet Dr BARTOW FL 33830 (863) 533-4674 18216
BRAVOFLORIDA,LLC 800 S Main St BELLE GLADE FL 33430 (561) 996-0509 28176
Camp/Fore 5609 SE Abshier Blvd BELLEVIEW FL 34420-4031 (352) 245-6066 3681
Consolidated Burger A, LLC 20407 Central Ave W BLOUNTSTOWN FL 32424-1947 (850) 674-9477 11692
Consolidated Burger B, LLC 175 North Federal Highway BOCA RATON FL 33432-3921 (561) 368-1560 89
Consolidated Burger B, LLC 8175 Glades Road BOCA RATON FL 33434-4003 (561) 487-1492 3697
Consolidated Burger B, LLC 21669 State Road 7 BOCA RATON FL 33428-1845 (561) 487-7709 7697
Consolidated Burger A, LLC 2024 South Waukesha Street BONIFAY FL 32425-3122 (850) 547-2863 15711
BRAVOFLORIDA,LLC 26799 Tamiami Trail BONITA SPRINGS FL 34134-4339 (239) 390-0373 13147
Consolidated Burger B, LLC 1521 W. Boynton Beach Blvd BOYNTON BEACH FL 33436-4601 (561) 369-3886 3397
Consolidated Burger B, LLC 1490 S. W. 8th Street BOYNTON BEACH FL 33426-5878 (561) 733-5500 10688
Furman/Furman's, Inc. 5909 Manatee Avenue, West BRADENTON FL 34209-2416 (941) 792-9237 2904
Furman's, Inc. 5214 15th Street, East BRADENTON FL 34203-0000 (941) 758-8947 4527
Furman's, Inc. 3803 First Street BRADENTON FL 34208-4447 (941) 748-6186 5479
Furman's, Inc. 6502 State Road 64 BRADENTON FL 34208-6259 (941) 747-7891 6392
Bravotampa, LLC 8502 State Road 70 East BRADENTON FL 34202-3700 (941) 896-7891 17294
Bravotampa, LLC 5417 Lockwood Ridge Road BRADENTON FL 34203 941-242-0252 23660
Bravotampa, LLC 114 West Brandon Boulevard BRANDON FL 33511-5102 (813) 409-2059 85
Jan King, Inc. 2019 W Lumsden Rd BRANDON FL 33511 (813) 684-0992 5923
Jan King, Inc. 918 East Bloomingdale Avenue BRANDON FL 33511 (813) 820-0004 6919
Jan King, Inc. 30290 Cortez Boulevard BROOKSVILLE FL 34602 (352) 540-9599 12495

23
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Jan King, Inc. 13049 Cortez Blvd BROOKSVILLE FL 34613 (352) 596-1917 19650
Bravotampa, LLC 20093 Cortez Blvd BROOKSVILLE FL 34601 352-848-3264 24025
BRAVOFLORIDA,LLC 2215 West C 48 BUSHNELL FL 33513 (352) 569-4532 23201
Premier Kings of Georgia Inc. 542370 US HWY 1 CALLAHAN FL 32011-6493 (904) 879-3993 10422
GPS Hospitality Partners IV, LLC 1590 North Hwy 29 CANTONEMENT FL 32533 (850) 610-6620 7398
Adiser Orlando LLC 8939 Astronaut Blvd. CAPE CANAVERAL FL 32920-4203 (321) 868-2006 16558
Furman's, Inc. 1013 S. E. Del Prado Street CAPE CORAL FL 33990-3640 (239) 574-7666 6886
BRAVOFLORIDA,LLC 22 Pine Island Road NE CAPE CORAL FL 33909-2560 (239) 458-5011 11717
BRAVOFLORIDA,LLC 1704 Cape Coral Parkway CAPE CORAL FL 33914 239-424-8939 23874
BRAVOFLORIDA,LLC 2621 Santa Barbara Blvd. CAPE CORAL FL 33914 (239) 673-6797 26234
CCR 0026,LLC 4727 N. W. 167th Street CAROL CITY FL 33055-4242 (305) 602-3173 26
Adiser Orlando LLC 1477 SR 436 CASSELBERRY FL 32707-6513 (407) 657-7315 1516
BRAVOFLORIDA,LLC 1007 NW 21st Ct. CHIEFLAND FL 32626-1974 (352) 493-0720 9162
Consolidated Burger A, LLC 1698 Main Street CHIPLEY FL 32428-5991 (850) 638-7600 9467
Jan King, Inc. 23904 Us Highway 19 N CLEARWATER FL 33765 (727) 796-3649 1180
Bravotampa, LLC 1888 Gulf To Bay Blvd. CLEARWATER FL 33765-3418 (727) 386-4143 2816
Bravotampa, LLC 2765 Gulf To Bay Blvd. CLEARWATER FL 33759-3946 (727) 754-5975 2972
Bravotampa, LLC 3770 Ulmerton Road CLEARWATER FL 33762-4215 (727) 202-6835 5313
Adiser Orlando LLC 780 East Highway 50 CLERMONT FL 34711-3172 (352) 394-2323 2170
Adiser Orlando LLC 534 US Hwy 27 CLERMONT FL 34714-8908 (352) 241-6308 15498
BRAVOFLORIDA,LLC 1014 West Sugarland Highway CLEWISTON FL 33440-2707 (863) 983-7834 11119
BRAVOFLORIDA,LLC 6305 N COCOA BLVD COCOA FL 32927-4955 (321) 636-0739 5554
Phoenix of Coconut Creek, LLC 4499 W. Hillsboro Blvd COCONUT CREEK FL 33073-3258 (954) 481-1749 16754
Schubert 4704 Flamingo Road South COOPER CITY FL 33330-2326 (954) 680-4323 8847
Seven Restaurants, LLC 10494 West Sample Road CORAL SPRINGS FL 33065-3943 (954) 752-3460 81
Seven Restaurants, LLC 1150 University Drive CORAL SPRINGS FL 33071-8318 (954) 341-4166 7252
Consolidated Burger A, LLC 2185 Crawfordville Hwy CRAWFORDVILLE FL 32327-1035 (850) 926-3724 17335
Consolidated Burger A, LLC 198 W James Lee Blvd CRESTVIEW FL 32536-3522 (850) 398-5724 1684
Consolidated Burger A, LLC 3210 South Ferdon Boulevard CRESTVIEW FL 32536-8481 (850) 683-0550 13238
Jan King, Inc. 125 N. E. Highway 19 CRYSTAL RIVER FL 34429 (352) 795-4584 2676
Bravotampa, LLC 11768 US Highway 301 DADE CITY FL 33525 (352) 518-0511 22450
Seven Restaurants, LLC 1800 Stirling Road DANIA FL 33004-3109 (954) 625-9301 4511
Adiser Orlando LLC 44149 Highway 27 DAVENPORT FL 33897-4503 (863) 420-2748 7734
Bravotampa, LLC 6127 US Highway 17 92 N DAVENPORT FL 33896 (863) 866-9665 27871
Seven Restaurants, LLC 3951 S. W. 64th Avenue DAVIE FL 33314-3536 (954) 663-2614 73
Seven Restaurants, LLC 2201 South University DAVIE FL 33324-5855 (954) 663-2794 3303
Phoenix Of Davie, Inc. 5901 South University Drive DAVIE FL 33328-6115 (954) 434-8832 4870
Seven Restaurants, LLC 1255 Nob Hill Road DAVIE FL 33324-4224 (954) 476-0332 10900
Schubert 14820 Griffin Road DAVIE FL 33331-2400 (954) 252-9715 11633
Adiser Orlando LLC 3418 S. Atlantic Blvd. DAYTONA BCH SHR FL 32118-6311 (386) 788-4242 6527
Adiser Orlando LLC 1436 West International DAYTONA BEACH FL 32114-1442 (386) 253-5709 1000
Adiser Orlando LLC 825 Nova Rd DAYTONA BEACH FL 32117-4615 (386) 255-1648 1446
Adiser Orlando LLC 225 North Atlantic Avenue DAYTONA BEACH FL 32118-4101 (386) 257-6944 4415
Adiser Orlando LLC 112 N. Ridgewood Avenue DAYTONA BEACH FL 32114-3242 (386) 258-5973 4646
Adiser Orlando LLC 1032 North Woodland Blvd. DE LAND FL 32720-2737 (386) 738-1201 4437
Adiser Orlando LLC 1850 S. Woodland Blvd. DE LAND FL 32720-7913 (386) 736-1102 6620
Adiser Orlando LLC 305 Sunrise Boulevard DEBARY FL 32713-3909 (386) 668-2833 6689
Phoenix of Deerfield, Inc. 1303 South Military Trail DEERFIELD BEACH FL 33442-7634 (954) 570-9011 13518
Consolidated Burger A, LLC 1303 US Highway 331 S DEFUNIAK SPRINGS FL 32435-3424 (850) 892-2423 6621
Consolidated Burger B, LLC 1820 South Federal Highway DELRAY BEACH FL 33483-3311 (561) 276-4405 2665
PHOENIX OF DELRAY, LLC 5080 West Atlantic Avenue DELRAY BEACH FL 33484-8129 (561) 499-1650 3197
South Coast Enterprises II, LLC 2790 Elkcan Boulevard DELTONA FL 32738 (386) 532-2000 8348

24
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

South Coast Enterprises III, LLC 3211 Howland Blvd DELTONA FL 32725 (386) 789-7900 26189
Consolidated Burger A, LLC 751 Highway 98 East DESTIN FL 32541-2505 (850) 837-5060 5557
Aran/Aran 11400 NW 41st St DORAL FL 33178 (305) 477-8900 18297
Bravotampa, LLC 4649 Mcintosh Road DOVER FL 33527-4133 (813) 704-4839 9871
Premier Kings of Georgia Inc. 184 South Hwy 17 EAST PALATKA FL 32131-4023 (386) 326-1173 16751
Adiser Orlando LLC 2988 South Ridgewood Avenue EDGEWATER FL 32141-7527 (386) 427-1800 9633
Army Air Force Exchange Services 307 W VAN MATRE AVE EGLIN AFB FL 32542-7665 (850) 651-0302 5933
Furman/Furman's, Inc. 171 South Indiana Avenue ENGLEWOOD FL 34223-3306 (941) 474-2210 3436
Bravotampa, LLC 2961 S. McCall Road ENGLEWOOD FL 34224 (941) 460-3205 24513
Adiser Orlando LLC 16038 N Highway 441 EUSTIS FL 32726-6506 (352) 357-5464 1837
Adiser Orlando LLC 1990 North State Road 19 EUSTIS FL 32726-6729 (352) 357-4939 13907
Premier Kings of Georgia Inc. 1940 S 8th St FERNANDINA BEACH FL 32034-3060 (904) 491-3773 2873
Adiser Orlando LLC 6115 East Hwy 100 FLAGLER BEACH FL 32136-4423 (386) 439-3699 9528
Coral Cay Restaurants, LLC 40 S. E. 1 Avenue FLORIDA CITY FL 33034-5002 (305) 247-2258 1903
Seven Restaurants, LLC 1445 West Sunrise Boulevard FORT LAUDERDALE FL 33311-7040 (954) 625-9301 16
Seven Restaurants, LLC 1725 East Sunrise Boulevard FORT LAUDERDALE FL 33304-3014 (954) 625-9301 39
PHOENIX OF OAKLAND PARK, LLC 1 N. W. Oakland Park Boulevard FORT LAUDERDALE FL 33311-2519 (954) 564-7762 42
Phoenix Of Broward, Inc. 666 West Broward Boulevard FORT LAUDERDALE FL 33312-1746 (954) 522-0179 43
Seven Restaurants, LLC 1701 South Federal Highway FORT LAUDERDALE FL 33316-2946 (954) 625-9301 4235
Seven Restaurants, LLC 5000 South State Road 7 FORT LAUDERDALE FL 33314-5742 (954) 663-2614 5406
Seven Restaurants, LLC 6350 Northwest 9th Avenue FORT LAUDERDALE FL 33309-2020 (772) 307-5330 6000
Seven Restaurants, LLC 5556 N Federal Hwy FORT LAUDERDALE FL 33308-3238 (954) 663-2614 17855
Delaware North Companies Travel Hospitality Services, Inc. 100 Terminal Dr FORT LAUDERDALE FL 33315 (954) 257-8921 24186
Bravotampa, LLC 10 S Charleston Ave FORT MEADE FL 33841 (863) 622-2949 26717
BRAVOFLORIDA,LLC 4004 Cleveland Avenue FORT MYERS FL 33901-9002 (239) 313-6741 50
Furman/Furman's, Inc. 4060 Palm Beach Boulevard FORT MYERS FL 33916-3409 (239) 693-1661 2962
Furman's, Inc. 18801 S Tamiami Trl FORT MYERS FL 33908-4721 (239) 267-0044 6465
Furman 13350 South Cleveland Avenue FORT MYERS FL 33907-3831 (239) 561-2487 7473
Furman 9211 Daniels Parkway FORT MYERS FL 33912-1817 (239) 768-2582 10364
Host Int'l, Inc SW FL Regional Airport FORT MYERS FL 33913-0000 (239) 482-3507 15149
BRAVOFLORIDA,LLC 4738 Colonial Blvd FORT MYERS FL 33966-1034 (239) 275-0324 15194
Consolidated Burger B, LLC 4125 Cleveland Avenue FORT MYERS FL 33901-1933 (239) 790-4597 19302
BRAVOFLORIDA,LLC 10997 Colonial Blvd FORT MYERS FL 33913 (239) 334-0007 24517
Seven Restaurants, LLC 2410 Okeechobee Road FORT PIERCE FL 34950-6555 (772) 569-5365 2291
Seven Restaurants, LLC 2827 Peters Road FORT PIERCE FL 34945-2623 (772) 468-2014 6334
Seven Restaurants, LLC 4891 S FEDERAL HWY FORT PIERCE FL 34982-7077 (772) 467-1080 8742
Seven Restaurants, LLC 2007 S Us Highway 1 FORT PIERCE FL 34950-5149 (772) 307-5328 15603
Consolidated Burger A, LLC 302 Racetrack Rd NW FORT WALTON BEACH FL 32547-1511 (850) 315-8841 13260
BRAVOFLORIDA,LLC 20 N.W. 16th Avenue GAINESVILLE FL 32601-0000 (352) 376-2295 56
BRAVOFLORIDA,LLC 6123 N. W. 8th Avenue GAINESVILLE FL 32605-4303 (352) 331-0494 1363
BRAVOFLORIDA,LLC 3902 SW 40th Boulevard GAINESVILLE FL 32608-2302 (352) 372-0031 2314
BRAVOFLORIDA,LLC 9401 N.W. 39th Avenue GAINESVILLE FL 32606-7362 (352) 336-7383 12956
Southern King Holdings II, LLC 535 N Orange Ave GREEN COVE SPRINGS FL 32043 (904) 284-5181 25650
Consolidated Burger B, LLC 6495 Lake Worth GREENACRES FL 33463-3007 (561) 967-6643 2944
Adiser Orlando LLC 7989 State Road 50 GROVELAND FL 34736-0000 (352) 429-1382 17108
Bravotampa, LLC 36100 Highway 27 HAINES CITY FL 33844-3746 (863) 353-6817 9502
Bravotampa, LLC 505 US Hwy 17 92 West HAINES CITY FL 33844-5045 (863) 438-7472 17371
Seven Restaurants, LLC 1030 W. Hallandale Beach Blvd. HALLANDALE FL 33009-5273 (954) 625-9301 75
Consolidated Burger A, LLC 703 N. Main Street HAVANA FL 32333-1207 (850) 539-1809 15825
Jan King, Inc. 635 West Norvell Bryant Hwy HERNANDO FL 34442 (352) 746-1932 11532
Cabrera/Gordon/Kroenke 9490 West Okeechobee Road HIALEAH GARDENS FL 33016-2198 (305) 231-5198 14599
Friends Business Enterprise One, LLC 3444 US Hwy 19 HOLIDAY FL 34691 (727) 935-2029 1571

25
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Seven Restaurants, LLC 2631 So. State Road 7 HOLLYWOOD FL 33023-4101 (954) 625-9301 20
Seven Restaurants, LLC 2319 North Federal Highway HOLLYWOOD FL 33020-2231 (954) 625-9301 37
Seven Restaurants, LLC 2315 Hollywood Boulevard HOLLYWOOD FL 33020-6708 (954) 625-9301 48
Seven Restaurants, LLC 5051 Sheridan Street HOLLYWOOD FL 33021-2831 (954) 663-2614 2287
Phoenix of Homestead, LLC* 30390 South Dixie Highway HOMESTEAD FL 33033-3217 (305) 247-7181 4
Jan King, Inc. 4420 S Suncoast Blvd HOMOSASSA SPRINGS FL 34446 (352) 628-7119 4154
Jan King, Inc. 14139 Us Highway 19 North HUDSON FL 34667 (727) 955-8250 4480
Bravotampa, LLC 9055 State Road 52 HUDSON FL 34669 727-605-6100 25550
Army Air Force Exchange Services 120 LIELMANIS AVE HULBURT FIELD FL 32544-5648 (850) 581-9111 10232
BRAVOFLORIDA,LLC* 1260 North 15th Street IMMOKALEE FL 34142-2815 (239) 657-2030 13849
Adiser Orlando LLC 1938 Highway A1a INDIAN HBR BCH FL 32937 (321) 773-6533 6372
Seven Restaurants, LLC 15608 Sw Warfield Blvd INDIANTOWN FL 34956-0000 (772) 307-5329 7792
Jan King, Inc. 302 Highway 41 South INVERNESS FL 34450 (352) 344-1627 2380
Coral Cay Restaurants, LLC 82201 Overseas Hwy ISLAMORADA FL 33036-0000 (305) 735-4853 2519
Premier Kings of Georgia Inc. 250 Monument Road JACKSONVILLE FL 32225-8107 (904) 329-3357 1197
Thompson King Holdings, LLC 937 Dunn Avenue JACKSONVILLE FL 32218-4854 (904) 751-2514 1477
Premier Kings of Georgia Inc. 5922 Merrill Road JACKSONVILLE FL 32277-3425 (904) 647-5403 1724
Southern King Holdings, LLC 1020 King Street JACKSONVILLE FL 32204-4208 (904) 388-6671 1951
Southern King Holdings, LLC 2717 North Main Street JACKSONVILLE FL 32206-2947 (904) 355-2465 1952
Lee Wesley Restaurants, LLC 4948 University Boulevard West JACKSONVILLE FL 32216-5936 (904) 733-4330 1954
Southern King Holdings, LLC 637 North Edgewood Avenue JACKSONVILLE FL 32254-3044 (904) 387-1221 1955
Southern King Holdings II, LLC 4408 Blanding Boulevard JACKSONVILLE FL 32210-7321 (904) 771-1700 1957
Southern King Holdings, LLC 7725 Lem Turner Road JACKSONVILLE FL 32208-3254 (904) 768-9851 1958
Lee 1981 Kings Rd JACKSONVILLE FL 32209-5349 (904) 353-5815 1980
Southern King Holdings, LLC 6634 Normandy Boulevard JACKSONVILLE FL 32205-6204 (904) 786-5554 2959
Southern King Holdings II, LLC 7320 - 103rd Street JACKSONVILLE FL 32210-6709 (904) 777-0408 3616
Lee 210 E State St JACKSONVILLE FL 32202-3053 (904) 354-7886 4644
Premier Kings of Georgia Inc. 11031 St. Augustine Road JACKSONVILLE FL 32257-1087 (904) 374-0855 6986
Southern King Holdings II, LLC 7900 Blanding Blvd JACKSONVILLE FL 32244-5818 (904) 777-4818 7066
Premier Kings of Georgia Inc. 13180 Atlantic Boulevard JACKSONVILLE FL 32225-3126 (904) 379-6977 7068
Premier Kings of Georgia Inc. JAX Phillips Hwy JACKSONVILLE FL 32256-1328 (904) 329-1978 7121
Premier Kings of Georgia Inc. JAX 9090 Merrill Rd JACKSONVILLE FL 32225-4363 (904) 647-6158 9942
Lee Wesley Restaurants, LLC 4339 Southside Boulevard JACKSONVILLE FL 32216-0000 (904) 620-0312 10672
Premier Kings of Georgia Inc. 13404 Sutton Park Drive South JACKSONVILLE FL 32224-5270 (904) 379-7603 13106
Southern King Holdings, LLC 6785 Commonwealth Avenue JACKSONVILLE FL 32254-2219 (904) 693-5555 14274
Host-Lee JAX FB, LLC 2400 Yankee Clipper Drive JACKSONVILLE FL 32218-2492 (904) 741-0364 14913
Premier Kings of Georgia Inc. 141 Gate Way Circle JACKSONVILLE FL 32259-4081 (904) 824-5676 15339
Premier Kings of Georgia Inc. 13049 North Main Street JACKSONVILLE FL 32218-2763 (904) 714-0945 15499
Premier Kings of Georgia Inc. 11761 Beach Blvd Ste 15 JACKSONVILLE FL 32246-6699 (904) 253-3607 17831
Premier Kings of Georgia Inc. 2455 STATE ROAD 207 JACKSONVILLE FL 32086-9329 (904) 217-0874 19411
Southern King Holdings II, LLC 11872 Lem Turner Rd JACKSONVILLE FL 32218-3028 (904) 741-0364 21985
Southern King Holdings II, LLC 9551 Argyle Forest Blvd JACKSONVILLE FL 32222 (904) 772-1246 22966
Lee Wesley Restaurants, LLC 6757 Dunn Avenue JACKSONVILLE FL 32219 (904) 302 6842 27401
Southern King Holdings II, LLC 6014 New Kings Road JACKSONVILLE FL 32219 (904) 462-3879 27767
Seven Restaurants, LLC 454 Indian Town Road JUPITER FL 33458-3537 (772) 307-5329 4090
Coral Cay Restaurants, LLC 99550 Overseas Hwy KEY LARGO FL 33037-2409 (305) 451-2346 2346
Coral Cay Restaurants, LLC 5402 US HIGHWAY 1 KEY WEST FL 33040-4335 (305) 292-7607 7133
Adiser Orlando LLC 800 West Vine Street KISSIMMEE FL 34741-4163 (407) 846-6859 1327
Adiser Orlando LLC 5760 Irlo Bronson Highway KISSIMMEE FL 34746-4716 (407) 396-4098 4267
Adiser Orlando LLC 2945 Vineland Road KISSIMMEE FL 34746-5517 (407) 396-2974 5878
Adiser Orlando LLC 7757 Irlo Bronson Memorial Hwy KISSIMMEE FL 34747-1727 (321) 677-0236 6248
Adiser Orlando LLC 1920 E. Irlo Bronson Hwy KISSIMMEE FL 34744-4412 (407) 846-2085 6508

26
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Adiser Orlando LLC 1936 East Osceola Pkwy. KISSIMMEE FL 34743-8626 (407) 348-6470 6662
Adiser Orlando LLC 910 Cypress Parkway KISSIMMEE FL 34759-3456 (407) 933-8891 12136
Adiser Orlando LLC 4445 West Vine Street KISSIMMEE FL 34746-5316 (407) 787-4415 13316
Adiser Orlando LLC 3401 S Orange Blossom Trail KISSIMMEE FL 34746 (407) 222-2222 23772
BRAVOFLORIDA,LLC 61 S Hall St LABELLE FL 33935-4700 (863) 675-4501 14566
Adiser Orlando LLC 3630 Wedgewood Lane LADY LAKE FL 32162-9318 (352) 259-6392 17184
BRAVOFLORIDA,LLC 3238 U.S. Highway 90 West LAKE CITY FL 32055-4723 (386) 752-3336 1679
BRAVOFLORIDA,LLC 127 S.W. Main Blvd. LAKE CITY FL 32025-4352 (386) 758-9633 9807
Jackin, Inc. 4772 NW US Highway 41 LAKE CITY FL 32055 (386) 719-6441 23207
Consolidated Burger B, LLC 9031 Old Dixie Highway LAKE PARK FL 33403-1336 (561) 842-0699 2993
Bravotampa, LLC 488 US Hwy 27 N LAKE PLACID FL 33852 863-531-3484 24516
Bravotampa, LLC 100 E State Road 60 LAKE WALES FL 33853 (863) 679-2825 22451
Consolidated Burger B, LLC 231 North Dixie Highway LAKE WORTH FL 33460-3361 (561) 582-0682 47
Consolidated Burger B, LLC 3796 Congress Ave. South LAKE WORTH FL 33461-3754 (561) 964-5109 82
Consolidated Burger B, LLC 6405 Lantana Road LAKE WORTH FL 33463-6603 (561) 357-3066 10548
Seven Restaurants, LLC 3900 State Road 7 LAKE WORTH FL 33449-8101 (561) 434-1994 10675
Jan King, Inc. 3212 US Highway 98 N LAKELAND FL 33805 (863) 606-5320 2498
Jan King, Inc. 3015 U. S. Highway 98 South LAKELAND FL 33805 (863) 333-9597 4501
Jan King, Inc. 7000 S. Florida Avenue LAKELAND FL 33813 (863) 644-6693 5037
Bravotampa, LLC 3590 Harden Boulevard LAKELAND FL 33803-5928 (863) 510-5906 13955
Jan King, Inc. 5275 US Hwy 98 South LAKELAND FL 33812 (863) 619-6036 16753
Bravotampa, LLC 5800 Us Highway 98 N LAKELAND FL 33809-3110 (863) 858-0431 21863
Bravotampa, LLC 2095 W. Memorial Blvd. LAKELAND FL 33815 863-337-4569 25528
Bravotampa, LLC 7396 Kathleen Rd, LAKELAND FL 33810 (863) 337-4631 28732
Bravotampa, LLC 5010 County Line Road LAKELAND FL 33811 (386) 400-6050 29318
Bravotampa, LLC 25180 Maren Way LAND O LAKES FL 34639 813-949-2335 25543
PHOENIX OF LANTANA, LLC 1001 S Dixie Hwy LANTANA FL 33462-4649 (561) 588-6725 2755
Consolidated Burger B, LLC 6080 Congress Avenue LANTANA FL 33462-2318 (561) 439-6822 5766
Bravotampa, LLC 3575 East Bay Drive LARGO FL 33771-1930 (727) 648-4934 3006
Bravotampa, LLC 13238 66th Street LARGO FL 33773-1845 (727) 408-5141 4101
Seven Restaurants, LLC 4003 W Oakland Park Blvd LAUDERDALE LAKES FL 33313-1915 (772) 307-5330 16438
BRAVOFLORIDA,LLC 1160 Homestead Rd N LEHIGH ACRES FL 33936-6035 (239) 369-6303 7358
BRAVOFLORIDA,LLC 1575 South Ohio Avenue LIVE OAK FL 32064-4513 (386) 364-4068 9952
Jackin, Inc. 6458 US Highway 129 LIVE OAK FL 32060 (386) 269-6256 19453
Adiser Orlando LLC 301 N. Highway 17-92 LONGWOOD FL 32750-4409 (407) 695-4577 2669
Seven Restaurants, LLC 7080 SEMINOLE PRATT WHITNEY RD LOXAHATCHEE FL 33470-3474 (561) 798-7026 14812
Bravotampa, LLC 3911 Van Dyke Road LUTZ FL 33558-8001 (813) 515-5847 10676
Bravotampa, LLC Ballantrae Blvd. LUTZ FL 33558 (813) 729-5500 29588
Consolidated Burger A, LLC 1904 South Highway 77, LYNN HAVEN FL 32444 850-441-3086 29230
RGMS, Inc. 1620 South 6th Street MACCLENNY FL 32063-5040 (904) 259-1616 9767
Jackin, Inc. 363 E BASE ST, STE B MADISON FL 32340 (1850) 973-2561 17325
Seven Restaurants, LLC 550 North State Road 7 MARGATE FL 33063-4563 (954) 972-9440 72
Phoenix of Margate, LLC 2990 N. State Rd 7 MARGATE FL 33063 (954) 888-5400 23205
Consolidated Burger A, LLC 4691 Highway 90 East MARIANNA FL 32446-3505 (850) 482-6577 6976
Consolidated Burger A, LLC 2247 Highway 71 MARIANNA FL 32448-2541 (850) 526-5128 14532
Consolidated Burger A, LLC 201 Mary Esther Cut Off MARY ESTHER FL 32569-1601 (850) 226-7244 1830
Adiser Orlando LLC 1895 West New Haven Avenue MELBOURNE FL 32904-3931 (321) 725-7007 3761
Davis 2500 N. Wickham Avenue MELBOURNE FL 32935 (321) 242-8494 5990
Adiser Orlando LLC 7299 George T. Edwards Drive MELBOURNE FL 32940-6609 (321) 253-1110 8163
Adiser Orlando LLC 380 E. Merritt Island Cswy. MERRITT ISLAND FL 32952-3639 (321) 452-8846 49
Adiser Orlando LLC 1455 North Courtenay Parkway MERRITT ISLAND FL 32953-4456 (321) 459-1641 4498
Taylor 7975 N. W. 27th Avenue MIAMI FL 33147-4966 (305) 836-8996 5

27
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Cabrera 18750 NW 2nd Ave MIAMI FL 33169-4005 (305) 444-7425 13
Phoenix of Cutler Bay LLC 21000 Allapattah Drive MIAMI FL 33189-2243 (305) 253-0496 77
Phoenix of Flagler, LLC 7955 West Flagler Street MIAMI FL 33144-2201 (305) 264-7251 984
Phoenix of 8th ST, LLC 12500 S. W. 8th Street MIAMI FL 33184-1412 (305) 221-8706 4490
Cabrera/Cabrera 7390 S. W. 24th Street MIAMI FL 33155-1445 (305) 261-0413 4642
PHOENIX OF QUAIL ROOST LLC 11400 Quail Roost Drive MIAMI FL 33157-6574 (305) 233-5181 5329
Phoenix of 152nd ST, LLC 11650 S. W. 152nd. Street MIAMI FL 33157-1100 (305) 235-3366 8296
Cabrera/Cabrera (deceased) 10 S. W. 8th Street MIAMI FL 33130-3012 (305) 373-8444 9866
Cabrera/Cabrera (deceased) 15170 SW 72 Street MIAMI FL 33193-3228 (305) 386-0999 10483
Host Int'l, Inc Concourse E Miami Int'l Airport MIAMI FL 33122-0000 (305) 876-7284 12253
Cabrera/Gordon/Kroenke 5398 Biscayne Boulevard MIAMI FL 33137-3224 (305) 751-3130 14091
IRMG Burger Restaurants, Inc. 11401 NW 12th St, FC109 MIAMI FL 33172 (305) 593-9847 16055
Coral Cay Restaurants, LLC 3600 Northwest 199th Street MIAMI GARDENS FL 33056 (305) 952-3951 24150
Phoenix of Miami Lakes, LLC 16700 N. W. 67th Avenue MIAMI LAKES FL 33015-4202 (305) 556-5580 2847
Southern King Holdings II, LLC* 2732 Blanding Blvd MIDDLEBURG FL 32068 (904) 282-1887 23626
GPS Hospitality Partners IV, LLC 6682 Caroline St. (Hwy. 90) MILTON FL 32570 (850) 610-6582 1618
Carolina Franchise Holding, LLC 1209 South Jefferson Street MONTICELLO FL 32344-1633 305-413-8180 11803
Seven Restaurants, LLC 1267 South State Road 7 N LAUDERDALE FL 33068-4021 (954) 663-2614 4982
BRAVOFLORIDA,LLC 12651 East Tamiami Trail NAPLES FL 34113-8452 (239) 793-3339 5767
BRAVOFLORIDA,LLC 9271 N. Tamiami Trail NAPLES FL 34108-2478 (239) 591-2266 6817
BRAVOFLORIDA,LLC 6565 Dudley Road NAPLES FL 34105-3826 (239) 262-2933 7020
BRAVOFLORIDA,LLC 1011 Airport Pulling Road NAPLES FL 34104-6111 (239) 643-1200 7162
BRAVOFLORIDA,LLC 5055 Golden Gate Road NAPLES FL 34116-6943 (239) 353-6886 7519
Consolidated Burger B, LLC 2427 Tarpon Bay Blvd NAPLES FL 34119-8762 (239) 254-7847 17646
Consolidated Burger B, LLC 6650 Collier Blvd NAPLES FL 34114-8125 (239) 337-7277 22030
Phoenix of Naranja LLC 26801 South Dixie Highway NARANJA FL 33032-7524 (305) 258-1300 78
Consolidated Burger A, LLC 8590 Navarre Parkway NAVARRE FL 32566-6920 (850) 939-1659 7736
Friends Business Enterprise Two, LLC 6319 US Hwy 19 NEW PORT RICHEY FL 34652 (727) 844-3828 5046
Bravotampa, LLC 12001 Decubellis Road NEW PORT RICHEY FL 34654 727 - 312 - 5935 23924
Bravotampa, LLC 3063 Disciple Lane NEW PORT RICHEY FL 34655 727-809-0819 27010
Consolidated Burger A, LLC 297 John Sims Parkway NICEVILLE FL 32578-0000 (850) 678-1560 8727
Bravotampa, LLC 1270 N. Tamiami Trail NOKOMIS FL 34275 941-480-1004 26438
Furman's, Inc. 13721 N Cleveland Ave NORTH FORT MYERS FL 33903-4331 (239) 997-2317 1621
BRAVOFLORIDA,LLC 4011 Del Prado Blvd. N NORTH FORT MYERS FL 33917 239-360-7900 23202
Phoenix of N. LAuderdale, LLC 7860 W McNab Road NORTH LAUDERDALE FL 33321 (954) 720-3006 22872
Murphy/Riconed, Inc 12790 NW 7TH AVE NORTH MIAMI FL 33168 (305) 681-1155 17
Friends Business Enterprise Five LLC 14928 S. Tamiami Trail NORTH PORT FL 34287-2717 (941) 429-7727 15072
Friends Business Enterprise Four LLC 1071 S TOLEDO BLADE BLVD NORTH PORT FL 34288-2406 (941) 429-9229 17535
Seven Restaurants, LLC 2201 W. Oakland Park Boulevard OAKLAND PARK FL 33311-1525 (954) 663-2723 5536
Camp/Fore 2301 E. Silver Springs Blvd. OCALA FL 34470-6910 (352) 732-7722 46
Camp/Fore 2696 S. W. College Road OCALA FL 34471-1652 (352) 237-4462 3070
Camp/Fore 1704 South Pine Avenue OCALA FL 34471-8147 (352) 629-1697 5609
Camp/Fore 3811 Sw College Rd OCALA FL 34474-5725 (352) 237-5030 5847
Camp/Fore 2900 Southeast 36th Avenue OCALA FL 34471-6236 (352) 694-6530 6095
Camp/Fore 2728 Nw Pine Avenue OCALA FL 34475-9371 (352) 629-6845 6845
Camp and Fore, LLC 4976 East Silver Springs Blvd OCALA FL 34470-3268 (352) 236-0019 12454
27 Restaurant Company, LLC 3478 Blitchton Road NW OCALA FL 34475-4642 (352) 671-3727 13310
Camp and Fore II, LLC 3960 W Silver Springs Blvd OCALA FL 34482-4051 (352) 390-6245 20469
Camp and Fore II, LLC 7801 Southwest Hwy 200 OCALA FL 34476 (352) 690-2074 24203
Camp and Fore II, LLC 2240 SW HWY 484 OCALA FL 34473 (1352) 307-6753 25354
Adiser Orlando LLC 8913 West Colonial Drive OCOEE FL 34761-6955 (407) 293-5123 11510
Adiser Orlando LLC 1745 East Silverstar Road OCOEE FL 34761-7015 (407) 578-9224 13977

28
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Bravotampa, LLC 11902 State Road 54 ODESSA FL 33556 727-375-7446 25363
BRAVOFLORIDA,LLC 4563 County Road 48 OKAHUMPKA FL 34762 352-460-4444 24760
BRAVOFLORIDA,LLC 604 N. E. Park Street OKEECHOBEE FL 34972-0000 (863) 763-5900 6400
CCR 0066, LLC 13705 N. W. 27th Avenue OPA LOCKA FL 33054-3950 (305) 687-3285 66
Adiser Orlando LLC 2445 Enterprise Road ORANGE CITY FL 32763-7901 (386) 775-8265 3757
Southern King Holdings II, LLC 2297 Kingsley Avenue ORANGE PARK FL 32073-5115 (904) 272-7754 1620
Southern King Holdings II, LLC 1092 Blanding Boulevard ORANGE PARK FL 32065-6736 (904) 276-5889 7881
Southern King Holdings II, LLC 1680 Wells Road ORANGE PARK FL 32073-6708 (904) 269-7030 9437
Southern King Holdings II, LLC 4319 Highway 17 ORANGE PARK FL 32003-7899 (904) 215-6300 11437
Adiser Orlando LLC 3900 East Colonial Drive ORLANDO FL 32803-5210 (407) 894-7232 1287
Adiser Orlando LLC 2892 South Orange Avenue ORLANDO FL 32806-5430 (407) 851-5220 1504
Adiser Orlando LLC 6003 S. Orange Blossom Trail ORLANDO FL 32809-4607 (407) 855-2650 1693
Adiser Orlando LLC 7667 International Drive ORLANDO FL 32819-8263 (407) 351-1108 2300
Adiser Orlando LLC 2222 South Semoran Boulevard ORLANDO FL 32822-2704 (407) 275-9437 3204
Adiser Orlando LLC 7623 East Colonial Drive ORLANDO FL 32807-8407 (407) 281-1026 3629
Adiser Orlando LLC 11834 East Colonial Drive ORLANDO FL 32826-4701 (407) 208-1546 4465
Adiser Orlando LLC 8091 South Orange Avenue ORLANDO FL 32809-6711 (407) 857-5785 4938
Adiser Orlando LLC 12491 S Apopka Vineland Road ORLANDO FL 32836-6722 (407) 239-0565 5077
Adiser Orlando LLC 6400 N. Orange Blossom Trail ORLANDO FL 32810-4120 (407) 290-2692 5339
Adiser Orlando LLC 4622 Kirkman Road ORLANDO FL 32811-2892 (407) 299-8215 5480
Adiser Orlando LLC 5515 International Drive ORLANDO FL 32819-8543 (407) 345-0574 5654
Adiser Orlando LLC 2000 Consulate Drive ORLANDO FL 32837-8340 (407) 857-4978 6353
Adiser Orlando LLC 2607 Hiawassee Road ORLANDO FL 32818-3338 (407) 291-6064 6607
Adiser Orlando LLC 2224 Goldenrod Road ORLANDO FL 32822-4677 (407) 380-3296 6695
Adiser Orlando LLC 12371 S Orange Blossom Trail ORLANDO FL 32837-6215 (407) 856-2822 6962
Host Int'l, Inc 1 JEFF FUQUA BLVD ORLANDO FL 32827-4392 (407) 851-1334 7892
Adiser Orlando LLC 14025 Town Loop Boulevard ORLANDO FL 32837-6132 (407) 858-9199 9027
Adiser Orlando LLC 5324 South John Young Parkway ORLANDO FL 32839-7363 (407) 370-4510 11074
Adiser Orlando LLC 8409 South John Young Parkway ORLANDO FL 32819-9039 (407) 903-0777 12905
Adiser Orlando LLC 5624 Vineland Road ORLANDO FL 32819-7827 (407) 248-9476 13239
Adiser Orlando LLC 728 S. Alafaya Trail ORLANDO FL 32828-9106 (407) 249-9722 16278
Adiser Orlando LLC 10201 Narcoossee Rd ORLANDO FL 32832-6933 (407) 384-0979 16383
Adiser Orlando LLC 375 S. Avalon Park Blvd. ORLANDO FL 32828-6781 (407) 275-8161 16630
Host Int'l, Inc 1 JEFF FUQUA BLVD ORLANDO FL 32827-4392 (407) 851-1334 16773
Adiser Orlando LLC Universal City Walk ORLANDO FL 32819-0000 (407) 248-9769 17000
Adiser Orlando LLC 1197 Alafaya Trl OVIEDO FL 32765-4708 (407) 366-3339 7847
GPS Hospitality Partners IV, LLC 4120 Hwy. 90 PACE FL 32571 (850) 610-6648 8645
BRAVOFLORIDA,LLC 3305 Crill Avenue PALATKA FL 32177-4151 (386) 325-5804 6792
Adiser Orlando LLC 4704 Babcock St. Ne PALM BAY FL 32905-2806 (321) 984-0584 4548
Adiser Orlando LLC 1164 Malabar Road SE PALM BAY FL 32907-3256 (321) 956-1131 11438
Bravotampa, LLC 32375 U. S. Highway 19 North PALM HARBOR FL 34684-3706 (727) 754-2903 4010
Furman's, Inc. 551 Tenth Street East PALMETTO FL 34221-4063 (941) 722-8559 4321
Consolidated Burger A, LLC 1396 West 15th Street PANAMA CITY FL 32401-2000 (850) 784-1660 11693
Consolidated Burger A, LLC 4709 US Highway 231 PANAMA CITY FL 32404-9754 (850) 914-9780 13617
Consolidated Burger A, LLC 7100 Coastal Palms Blvd. PANAMA CITY FL 32408-4985 (850) 262-8727 16406
Consolidated Burger A, LLC 11213 Front Beach Road PANAMA CITY BCH FL 32407-3604 (850) 234-5257 5049
Consolidated Burger A, LLC 17112 Panama City Beach Pkwy PANAMA CITY BEACH FL 32413-5226 (850) 233-6080 9333
Bravotampa, LLC 8907 Us Highway 301 N PARRISH FL 34219-8701 (941) 417-2170 21643
Army Air Force Exchange Services 1221 S PATRICK DR PATRICK AFB FL 32925-3623 (321) 494-6158 5689
Phoenix of Pembroke Pines, LLC 7871 Pines Boulevard PEMBROKE PINES FL 33024-6916 (954) 987-7933 68
Williams/Williams/Williams 11298 Pines Boulevard PEMBROKE PINES FL 33026-4101 (954) 435-1558 4921
Williams/Williams/Williams 17067 Pines Boulevard PEMBROKE PINES FL 33027-1003 (954) 436-5414 10476

29
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

GPS Hospitality Partners IV, LLC 4498 Mobile Hwy. PENSACOLA FL 32506 (850) 610-6564 35
GPS Hospitality Partners IV, LLC 13392 Perdido Key Dr. PENSACOLA FL 32507 (850) 610-6571 4914
GPS Hospitality Partners IV, LLC 8040 Hwy. 98 West PENSACOLA FL 32506 (850) 610-6569 6624
GPS Hospitality Partners IV, LLC 15 Brent Lane Ste. 1 PENSACOLA FL 32503 (850) 610-6506 6648
GPS Hospitality Partners IV, LLC 7960 Pine Forest Rd. PENSACOLA FL 32526 (850) 610-6593 9159
GPS Hospitality Partners IV, LLC 3210 West Michigan Ave. PENSACOLA FL 32526 (850) 610-6591 9213
GPS Hospitality Partners IV, LLC 7210 N Davis Hwy PENSACOLA FL 32504 850-633-3039 25559
GPS Hospitality Partners IV, LLC 6757 N 9th Ave PENSACOLA FL 32504 850-250-1438 25608
GPS Hospitality Partners IV, LLC 2 S New Warrington Rd PENSACOLA FL 32507 850-257-7040 26119
GPS Hospitality Partners IV, LLC 1750 E Nine Mile Rd PENSACOLA FL 32514 850-610-6819 27030
Carolina Franchise Holding, LLC 2144 S. Bryon Butler Pkwy. PERRY FL 32348-6102 305-413-8167 5772
Bravotampa, LLC 6590 Park Boulevard PINELLAS PARK FL 33781-3144 (727) 289-7291 3363
Bravotampa, LLC 7930 Us Highway 19 N PINELLAS PARK FL 33781-1712 (727) 800-9946 16796
Bravotampa, LLC 2302 North Park Road PLANT CITY FL 33563-2064 (813) 752-8300 2503
Jan King, Inc. 2002 James L Redman Pkwy PLANT CITY FL 33563 (813) 896-0100 5402
Bravotampa, LLC 2415 Thonotosassa Rd PLANT CITY FL 33563-1408 (813) 756-5883 21396
Seven Restaurants, LLC 945 South State Road 7 PLANTATION FL 33317 (772) 307-5330 26446
Seven Restaurants, LLC 40 North Federal Highway POMPANO BEACH FL 33062-4305 (954) 663-2614 55
Seven Restaurants, LLC 2200 West Sample Road POMPANO BEACH FL 33073-3007 (954) 663-2614 4475
Seven Restaurants, LLC 2350 West Atlantic Boulevard POMPANO BEACH FL 33069-2655 (954) 663-2723 14576
Friends Business Enterprise Three LLC 910 Kings Highway PORT CHARLOTTE FL 33980-4247 (941) 625-0430 9485
Furman's, Inc. 19000 Murdock Cir PORT CHARLOTTE FL 33948-1086 (941) 766-1785 9810
Adiser Orlando LLC 3811 Nova Road PORT ORANGE FL 32127-4950 (386) 756-0428 3926
Jan King, Inc. 9200 US Highway 19, PORT RICHEY FL 34668 727-807-6697 28294
Consolidated Burger B, LLC 10855 S Us Highway 1 PORT SAINT LUCIE FL 34952-6410 (772) 807-3408 22029
Consolidated Burger A, LLC 601 Monument Avenue PORT ST JOE FL 32456-1915 (850) 229-7060 11691
Seven Restaurants, LLC 9018 South Federal Highway PORT ST LUCIE FL 34952-3408 (772) 307-5328 7345
Seven Restaurants, LLC 2880 SW Port St. Lucie Blvd PORT ST LUCIE FL 34953-2835 (772) 340-2212 9123
Seven Restaurants, LLC 1545 N.W. St. Lucie Boulevard PORT ST LUCIE FL 34986-2113 (772) 307-5328 12726
Seven Restaurants, LLC 10950 South US HWY 1 PORT ST LUCIE FL 34952 (772) 236-0155 25274
Seven Restaurants, LLC 214 Port St. Lucie Blvd PORT ST. LUCIE FL 34984 (772) 307-5329 25236
Seven Restaurants, LLC 6598 U.S. HIGHWAY 1 PORT ST. LUCIE FL 34952 (904) 625-6107 25281
Seven Restaurants, LLC 11295 SW Village Parkway PORT ST. LUCIE FL 34987 (772) 307-5329 26659
Furman's, Inc. 26500 Jones Loop Road PUNTA GORDA FL 33950-4708 (941) 637-4605 4893
Consolidated Burger A, LLC 1400 West Jefferson Street QUINCY FL 32351-2130 (850) 627-2575 6289
Jackin, Inc. 3314 Greensboro Highway QUINCY FL 32351 (850) 807-9887 8702
Jan King, Inc. 9660 Us 301 South RIVERVIEW FL 33578 (813) 825-1373 4457
Bravotampa, LLC 10395 Big Bend Road RIVERVIEW FL 33578-7418 (813) 443-5214 17390
PHOENIX OF RIVIERA BEACH, LLC 4138 Blue Heron Boulevard RIVIERA BEACH FL 33404-4800 (561) 848-8184 4451
BRAVOFLORIDA,LLC 423 Barton Boulevard ROCKLEDGE FL 32955-2709 (321) 631-0906 3734
Seven Restaurants, LLC 1103 Royal Palm Beach Blvd ROYAL PALM BEACH FL 33411-1685 (561) 798-5488 4659
Seven Restaurants, LLC 11959 Southern Blvd ROYAL PALM BEACH FL 33411-7619 (561) 333-5330 14003
Bravotampa, LLC 3890 Sun City Center Boulevard RUSKIN FL 33573-6806 (813) 331-3900 6871
Southern King Holdings II, LLC 2325 State Road 16 SAINT AUGUSTINE FL 32084-0819 (904) 829-2051 7128
Southern King Holdings II, LLC 3025 International Golf Parkway SAINT AUGUSTINE FL 32092 (904) 940-5719 23138
Adiser Orlando LLC 2400 - 13th Street SAINT CLOUD FL 34769-4136 (407) 892-1243 3728
Bravotampa, LLC 30005 State Rd 52 SAN ANTONIO FL 33576 (352) 668-8180 26541
Adiser Orlando LLC 301 Towne Center Boulevard SANFORD FL 32771-7406 (407) 324-5040 9975
Adiser Orlando LLC 201 French Avenue SANFORD FL 32771-1165 (407) 328-0711 12368
Adiser Orlando LLC 3788 Orlando Avenue SANFORD FL 32773-5614 (407) 280-1863 13459
Furman/Furman's, Inc. 4346 Bee Ridge Road SARASOTA FL 34233-2565 (941) 371-5012 2450
Furman's, Inc. 5748 Clark Road SARASOTA FL 34233-3302 (941) 923-6475 5112

30
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Furman's, Inc. 3235 University Parkway SARASOTA FL 34243-4205 (941) 359-6704 9856
Seven Restaurants, LLC 9100 FELLSMERE RD SEBASTIAN FL 32958-6459 (772) 388-0222 17051
Seven Restaurants, LLC 13555 U.S. Highway 1 SEBASTIAN FL 32958 (321) 987-9668 25462
Bravotampa, LLC 3130 U. S. 27 South SEBRING FL 33870-5435 (863) 385-2816 2349
Bravotampa, LLC 2205 US-27 North SEBRING FL 33870-1864 (863) 385-4844 13844
Bravotampa, LLC 4010 Lakewood Dr SEFFNER FL 33584 813-523-3838 25632
Bravotampa, LLC 7371 Seminole Blvd. SEMINOLE FL 33772-5939 (727) 290-9880 95
Consolidated Burger A, LLC 1281 North Eglin Parkway SHALIMAR FL 32579-1256 (850) 609-3142 12158
Jan King, Inc. 1390 Commercial Way SPRING HILL FL 34606 (352) 686-0861 3618
Bravotampa, LLC 3100 Anderson Snow Rd SPRING HILL FL 34609 (352) 777-4697 22697
Consolidated Burger A, LLC East Highway 98 SPRINGFIELD FL 32401 (850) 481-1349 29273
Southern King Holdings II, LLC 1725 Us Highway 1 S ST AUGUSTINE FL 32084-4238 (904) 824-8544 2131
Bravotampa, LLC 6760 22nd Ave. North ST PETERSBURG FL 33710-3916 (727) 329-8661 83
Bravotampa, LLC 3554 Central Avenue ST PETERSBURG FL 33711-1344 (727) 498-6542 1963
Bravotampa, LLC 3701 - 34th Street, North ST PETERSBURG FL 33713-1520 (727) 202-6962 3131
Bravotampa, LLC 4570 - 34th Street, South ST PETERSBURG FL 33711-4551 (727) 800-9861 3403
Jan King, Inc. 3800 Fourth Street North ST PETERSBURG FL 33703 (727) 526-5772 5491
Adiser Orlando LLC 304 Paseo Vereda Dr. ST. AUGUSTINE FL 32095-8470 (904) 827-1410 16835
Southern King Holdings II, LLC 307 Harper Lane ST. JOHNS FL 32259 (904) 325-7078 28843
Southern King Holdings, LLC 827 South Walnut Street STARKE FL 32091 (904) 625-6107 23139
Seven Restaurants, LLC 920 S. Federal Highway STUART FL 34994-3703 (772) 307-5329 1592
Seven Restaurants, LLC 3991 SE Federal Hwy STUART FL 34997 (772) 307-5329 26880
Seven Restaurants, LLC 3200 N. University Drive SUNRISE FL 33351-6718 (954) 663-2723 69
Seven Restaurants, LLC 6125 West Sunrise Boulevard SUNRISE FL 33313-6142 (954) 583-0488 3639
Seven Restaurants, LLC 3 Weston Road SUNRISE FL 33326-1110 (954) 663-2794 5921
Seven Restaurants, LLC 12801 West Sunrise Blvd SUNRISE FL 33323-4006 (954) 663-2794 6999
Seven Restaurants, LLC 12801 W. Sunrise Blvd. SUNRISE FL 33323-4002 (954) 663-2794 7053
Seven Restaurants, LLC 1855 N. W. 124 Avenue SUNRISE FL 33323-2129 (954) 663-2794 7400
CCR 8297, LLC 10000 W. Oakland Park Blvd. SUNRISE FL 33351-6959 (954) 749-9933 8297
Seven Restaurants, LLC 9420 W Commercial Blvd SUNRISE FL 33351 (954) 663-2794 25955
Consolidated Burger A, LLC 2626 South Monroe St. TALLAHASSEE FL 32301-6364 (850) 877-5291 2087
Consolidated Burger A, LLC 1060 W. Tennessee Street TALLAHASSEE FL 32304-7719 (850) 224-2407 2895
Consolidated Burger A, LLC 1301 East Park Avenue TALLAHASSEE FL 32301-2813 (850) 656-8302 5641
Consolidated Burger A, LLC 3102 North Monroe TALLAHASSEE FL 32303-2820 (850) 562-8772 6288
Consolidated Burger A, LLC 3107 East Mahan TALLAHASSEE FL 32308-5507 (850) 656-0305 6678
Consolidated Burger A, LLC 5020 Capital Cir SW TALLAHASSEE FL 32305-7667 (850) 877-0399 6679
Consolidated Burger A, LLC 3570 Apalachee Parkway TALLAHASSEE FL 32311-0000 (850) 216-2805 16785
Consolidated Burger A, LLC 4400 W Tennessee St TALLAHASSEE FL 32304-1029 (850) 421-0446 21865
Consolidated Burger A, LLC 5500 Thomasville Rd TALLAHASSEE FL 32312-3814 (850) 210-0449 21867
Seven Restaurants, LLC 7299 West Commercial Blvd. TAMARAC FL 33319-2125 (954) 663-2614 2855
Bravotampa, LLC 5405 Sheldon Road TAMPA FL 33615-3183 (813) 512-8981 88
Bravotampa, LLC 9211 North Florida Avenue TAMPA FL 33612-7905 (813) 512-2998 93
Bravotampa, LLC 901 E. Fowler Avenue TAMPA FL 33612-5831 (813) 402-2839 96
Bravotampa, LLC 8406 North Dale Mabry Hwy. TAMPA FL 33614-1637 (813) 374-2268 99
Jan King, Inc. 2513 North 50 Street TAMPA FL 33619 (813) 247-5996 990
Bravotampa, LLC 2506 West Martin Luther King Blvd. TAMPA FL 33607-2606 (813) 443-5810 996
Bravotampa, LLC 611 South Dale Mabry Highway TAMPA FL 33609-3965 (813) 877-2993 1965
Bravotampa, LLC 2601 East Hillsborough Avenue TAMPA FL 33610-4409 (813) 238-6707 1981
Bravotampa, LLC 14999 North Florida Avenue TAMPA FL 33613-1612 (813) 515-5841 2583
Bravotampa, LLC 2965 North Dale Mabry Highway TAMPA FL 33607-2414 (813) 644-7155 2620
Jan King, Inc. 9925 Adamo Drive TAMPA FL 33619 (813) 626-3451 2940
Bravotampa, LLC 2302 N. 21st St. TAMPA FL 33605-3928 (813) 443-8295 3066

31
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Bravotampa, LLC 3009 East Busch Boulevard TAMPA FL 33612-8733 (813) 374-0105 4981
Army Air Force Exchange Services 6801 S DALE MABRY HWY TAMPA FL 33621-5129 (813) 840-2760 5737
Bravotampa, LLC 4565 W. Kennedy Blvd. TAMPA FL 33609-2013 (813) 374-9665 6614
Bravotampa, LLC 2902 East Fletcher Avenue TAMPA FL 33612-9408 (813) 374-8917 6978
Bravotampa, LLC 5775 Gunn Highway TAMPA FL 33625-4104 (813) 515-5883 8324
Bravotampa, LLC 4403 West Gandy Blvd TAMPA FL 33611-3301 (813) 644-5960 16605
Jan King, Inc. 20590 Bruce B Downs Blvd TAMPA FL 33647 (813) 907-1700 18285
Bravotampa, LLC 7450 E Hillsborough Ave TAMPA FL 33610 (813) 243-0961 22626
Bravotampa, LLC 801 E Scott St TAMPA FL 33602 813-221-0496 24309
Bravotampa, LLC 40565 US Highway 19 N TARPON SPRINGS FL 34689-4833 (727) 935-1368 24024
Bravotampa, LLC 8755 N 56th St TEMPLE TERRACE FL 33617-6201 (813) 989-2223 98
Bravotampa, LLC 5301 East Fowler Avenue TEMPLE TERRACE FL 33617-2221 (813) 252-3950 5400
Adiser Orlando LLC 1007 Bichara Boulevard THE VILLAGES FL 32159-7713 (352) 259-4428 13067
Bravotampa, LLC 11460 HWY 301 THONOTOSASSA FL 33592 (813) 692-9350 28995
Adiser Orlando LLC 11 South Washington Avenue TITUSVILLE FL 32796-2835 (321) 268-2445 1979
Adiser Orlando LLC 3293 Columbia Boulevard TITUSVILLE FL 32780-7818 (321) 264-0461 11832
Bravotampa, LLC 2117 State Road 60 East VALRICO FL 33594-3702 (813) 655-5765 12817
Furman's, Inc. 415 N. Venice Bypass VENICE FL 34285-6038 (941) 485-1174 3808
Seven Restaurants, LLC 1928 Us Highway 1 VERO BEACH FL 32960-5481 (772) 569-5365 1208
Seven Restaurants, LLC 5790 20th Street VERO BEACH FL 32966-4642 (321) 987-9668 5605
Seven Restaurants, LLC 5265 Us 1 VERO BEACH FL 32967 (321) 987-9668 27009
Bravotampa, LLC 415 South 6th Avenue WAUCHULA FL 33873-3208 (863) 773-3560 100
Jan King, Inc. 28136 State Road 54 W WESLEY CHAPEL FL 33543 (813) 973-2142 5851
Jackin, Inc. 8215 STATE ROAD 6 WEST JASPER FL 32052 (1386) 487-2998 8080
Adiser Orlando LLC 189 Palm Bay Road NE WEST MELBOURNE FL 32904-8600 (321) 728-4299 17497
Consolidated Burger B, LLC 1210 North Dixie Highway WEST PALM BEACH FL 33401-2702 (561) 832-8610 53
Consolidated Burger B, LLC 4175 Okeechobee Boulevard WEST PALM BEACH FL 33409-3229 (561) 686-7496 59
Consolidated Burger B, LLC 5501 Corporate Way WEST PALM BEACH FL 33407-2023 (561) 683-2099 3190
Consolidated Burger B, LLC 815 South Congress Avenue WEST PALM BEACH FL 33406-4118 (561) 683-8821 3680
PHOENIX OF WEST PALM BEACH, LLC 2949 North Military Trail WEST PALM BEACH FL 33409-2916 (561) 471-1495 5777
Consolidated Burger B, LLC 1721 Belvedere Road WEST PALM BEACH FL 33406-1505 (561) 640-1002 9360
Consolidated Burger B, LLC 6903 Okeechobee Boulevard WEST PALM BEACH FL 33411-2509 (561) 712-1221 11109
Host Int'l, Inc Palm Beach International Airport WEST PALM BEACH FL 33406-0000 (561) 406-7159 12500
Consolidated Burger B, LLC 1760 S. Military Trail WEST PALM BEACH FL 33415-6404 (561) 964-5879 17461
Areas USA FLTP,LLC Florida Turnpike - Mile Post 94 WEST PALM BEACH FL 33413-0000 (561) 839-1444 21131
Camp/Fore 832 E State Road 44 WILDWOOD FL 34785-8405 (352) 748-3135 3702
BRAVOFLORIDA,LLC 5845 Seven Mile Dr WILDWOOD FL 34785 352-446-4627 26744
Adiser Orlando LLC 13500 West Colonial Drive WINTER GARDEN FL 34787-3918 (407) 656-1214 2917
Jan King, Inc. 205 Cypress Gardens Blvd SE WINTER HAVEN FL 33880 (863) 299-4375 2078
Bravotampa, LLC 7350 Cypress Gardens Blvd. WINTER HAVEN FL 33884-3202 (863) 875-5550 16432
Adiser Orlando LLC 450 S. Orlando Avenue WINTER PARK FL 32789-3662 (407) 644-0646 1745
Adiser Orlando LLC 6709 University Boulevard WINTER PARK FL 32792-7438 (407) 681-2808 12386
Adiser Orlando LLC 1001 Willa Springs Drive WINTER SPRINGS FL 32708-5235 (407) 699-5354 6546
Premier Kings of Georgia Inc. 462581 State Road 200 YULEE FL 32097-5421 (470) 337-1870 11309
Jan King, Inc. 5610 North Gall Blvd ZEPHYRHILLS FL 33542 (813) 782-8780 4079
GPS Hospitality, LLC 3630 Cobb Parkway Nw ACWORTH GA 30101 (770) 246-2247 15665
GPS Hospitality, LLC 7871 Adairsville Hwy ADAIRSVILLE GA 30103 (706) 400-6358 7494
Williams Adel Franchise, LLC 1201 West 4th. Street ADEL GA 31620-2912 (229) 896-2727 7330
Schuster 802 South Slappey Boulevard ALBANY GA 31701-2616 (229) 439-9019 1126
Schuster 2015 E. Oglethorpe Boulevard ALBANY GA 31705-0000 (229) 436-4116 1296
Schuster 2411 Dawson Road ALBANY GA 31707-1323 (229) 439-0089 1447
Schuster 404 W. Oglethorpe Boulevard ALBANY GA 31701-2836 (229) 431-0382 5061

32
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Schuster 1501 Radium Springs Rd. ALBANY GA 31705-4092 (229) 883-6651 6492
Schuster 2805 North Slappey Boulevard ALBANY GA 31701-1017 (229) 889-1500 9531
Southern Restaurant Hospitality Group, LLC 2310 Mansell Road ALPHARETTA GA 30022-4865 (770) 518-3369 7996
Southern Restaurant Hospitality Group, LLC 5665 ATLANTA HWY ALPHARETTA GA 30004-3959 (770) 664-6444 10899
GPS Hospitality, LLC 5025 Abbotts Bridge Rd ALPHARETTA GA 30005 (770) 209-1836 11073
Southern Restaurant Hospitality Group, LLC 890 North Main Street ALPHARETTA GA 30009-2332 (770) 475-8200 13843
Schuster 922 East Lamar Street AMERICUS GA 31709-3741 (229) 924-0518 4633
GPS Hospitality, LLC 999 Hawthorne Ave ATHENS GA 30606 (706) 400-6350 3123
GPS Hospitality, LLC 3740 Atlanta Highway ATHENS GA 30606 (706) 400-6351 3646
GPS Hospitality, LLC 1960 Barnett Shoals Rd ATHENS GA 30605 (706) 400-6353 4183
GPS Hospitality, LLC 600 US 29 ATHENS GA 30601 (706) 400-6354 9691
Premier Kings of Georgia Inc. 2304 North Druid Hills Road ATLANTA GA 30329-3109 (404) 996-6425 247
Premier Kings of Georgia Inc. 199 SW Northside Dr ATLANTA GA 30313-1339 (404) 600-2313 634
GPS Hospitality, LLC 222 Hammond Dr ATLANTA GA 30328 (1404) 201-6934 867
Premier Kings of Georgia Inc. 2701 Stewart Avenue S. W. ATLANTA GA 30315-7913 (404) 761-7215 3641
GPS Hospitality, LLC 1122 Northside Dr Nw ATLANTA GA 30318 (404) 492-5987 3843
GPS Hospitality, LLC 2760 Greenbriar Pkwy SW ATLANTA GA 30331 (404) 492-5985 4182
Premier Kings of Georgia Inc. 386 North Ave NE ATLANTA GA 30308 (678) 705-3749 4283
Premier Kings of Georgia Inc. 1130 Moreland Ave. SE ATLANTA GA 30316-3256 (470) 428-4849 16171
GPS Hospitality, LLC 3983 Buford Hwy NE ATLANTA GA 30345 (404) 492-5986 16858
Sylterbran, Inc. 6000 N TERMINAL PKWY ATLANTA GA 30320-7400 (404) 207-1823 19021
TA Operating LLC 3195 Donald Lee Hollowell Parkway N ATLANTA GA 30318-4407 (404) 792-6920 20951
GPS Hospitality, LLC 26 Peyton Rd SW ATLANTA GA 30311 404-732-0558 23960
Southern Restaurant Hospitality Group, LLC 3407 Deans Bridge Road AUGUSTA GA 30906-9065 (706) 793-9215 2295
Southern Restaurant Hospitality Group, LLC 3431 Wrightsboro Road AUGUSTA GA 30909-2513 (706) 738-9762 2569
Southern Restaurant Hospitality Group, LLC 3054 Washington Road AUGUSTA GA 30907-3831 (706) 868-8006 5128
Southern Restaurant Hospitality Group, LLC 3201 Peach Orchard Road AUGUSTA GA 30906-4884 (706) 796-0070 5334
Southern Restaurant Hospitality Group, LLC 1601 Gordon Highway AUGUSTA GA 30906-2205 (706) 796-7006 10346
Southern Restaurant Hospitality Group, LLC 1631 Walton Way AUGUSTA GA 30904 706-723-9481 23976
Ukani 2735 Veterans Memorial Hwy AUSTELL GA 30168 (770) 948-8474 5912
Consolidated Burger A, LLC 1230 Shotwell Street BAINBRIDGE GA 39819-4238 (229) 248-1900 11879
Premier Kings of Georgia Inc. 154 South Main Street BAXLEY GA 31513-0010 (912) 367-0600 13243
Premier Kings of Georgia Inc. 3527 Highway 84 West BLACKSHEAR GA 31516-2294 (912) 452-7044 12792
Irvin/Irvin Us 76 At Us 19 & Hwy 129 BLAIRSVILLE GA 30514-0535 (706) 745-7206 7336
Irvin/Irvin 3960 Appalachian Highway BLUE RIDGE GA 30513-4405 (706) 632-6790 11451
Premier Kings of Georgia Inc. 5015 New Jesup Highway BRUNSWICK GA 31520-1267 (912) 466-8888 1691
TA Operating LLC 185 Dungeness Road BRUNSWICK GA 31523-0000 (912) 265-0559 16006
Premier Kings of Georgia Inc. 115 Golden Isles Plaza BRUNSWICK GIP GA 31520-1937 (912) 275-7126 12107
GPS Hospitality, LLC 4105 Hwy 20 BUFORD GA 30518 (770) 246-2243 6401
GPS Hospitality, LLC 1725 Mall of Georgia Blvd BUFORD GA 30519 770-206-1329 13287
GPS Hospitality, LLC 4778 Lanier Island Parkway BUFORD GA 30518 (770) 246-2229 13983
Schuster 313 Ga Highway 49 N BYRON GA 31008-4010 (478) 956-0320 11613
Consolidated Burger A, LLC 540 Highway 84 East CAIRO GA 39828-2286 (229) 377-1024 10831
Hometown Hospitality, LLC 905 South Wall Street CALHOUN GA 30701-2619 (706) 625-0935 2769
GPS Hospitality, LLC 1081 Belwood Rd SE CALHOUN GA 30701 706-383-1437 26922
Consolidated Burger A, LLC 60 Us Highway 19 N CAMILLA GA 31730-1405 (229) 336-9434 15794
Gupta 1700 Marietta Highway CANTON GA 30114-3901 (770) 479-6292 5620
Southern Restaurant Hospitality Group, LLC 6185 Hickory Flat Highway CANTON GA 30115-7254 (770) 704-6968 13126
Schuster 906 South Park Street CARROLLTON GA 30117-4426 (770) 830-1576 12560
Schuster 690 Bankhead Highway CARROLTON GA 30117 (706) 563-3066 29351
GPS Hospitality, LLC 4 N Dixie Ave CARTERSVILLE GA 30120 770-206-1335 3914
TA Operating LLC 981 Cassville-White Road N.W. CARTERSVILLE GA 30121-7204 (770) 607-8885 12620

33
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

GPS Hospitality, LLC 5620 Canton Hwy CARTERSVILLE GA 30121 770-290-1422 26082
Jones Petroleum Company, Inc. 2290 US Hwy 411 CARTERSVILLE GA 30121 (706) 318-1118 29154
Ukani/Ukani/Ukani/Ukani 616 North Main Street CEDARTOWN GA 30125-2304 (770) 748-6600 9224
GPS Hospitality, LLC 1105 N 3rd Ave CHATSWORTH GA 30705 (678) 335-6992 23191
Premier Kings of Georgia Inc. 106 N Duval St CLAXTON GA 30417 (912) 732-1008 25882
Irvin/Irvin 73 Rickman Street CLAYTON GA 30525-5141 (706) 782-4576 8866
Irvin/Irvin 323 South Main Street CLEVELAND GA 30528-1406 (706) 865-9777 5708
Premier Kings of Georgia Inc. 5068 Old National Highway COLLEGE PARK GA 30349-3216 (404) 763-2491 2430
Schuster 3520 Macon Road COLUMBUS GA 31907-0000 (706) 561-8571 362
Schuster 4312 Veterans Parkway COLUMBUS GA 31904-6553 (706) 323-8132 536
Schuster 1218 Veterans Parkway COLUMBUS GA 31901-2510 (706) 327-0674 1325
Schuster 2550 Airport Thruway COLUMBUS GA 31904-9011 (706) 322-6393 2682
Schuster 5901 Miller Road COLUMBUS GA 31907-1357 (706) 561-5808 6446
Schuster 4126 Buena Vista Road COLUMBUS GA 31907-3806 (706) 569-6104 7328
Schuster 7310 Veterans Parkway COLUMBUS GA 31909-3198 (706) 596-0058 9703
Schuster 3103 Gentian Boulevard COLUMBUS GA 31907-0000 (706) 565-7525 12465
Schuster 3715 Victory Drive COLUMBUS GA 31903-3217 (706) 687-7300 16257
Schuster 1514 Bradley Park Drive COLUMBUS GA 31904 (706) 324-7544 23238
GPS Hospitality, LLC 30504 Us Hwy 441 S COMMERCE GA 30529 (706) 400-6349 3868
Ukani/Ukani/Ukani 1491 Highway 138 Se CONYERS GA 30013-1286 (770) 785-9928 2433
Premier Kings of Georgia Inc. 2230 Salem Road CONYERS GA 30013-1843 (770) 760-0604 6207
GPS Hospitality, LLC 1600 Highway 20 NE CONYERS GA 30012 770-290-1423 25942
Consolidated Burger C, LLC 1109 16th Avenue East CORDELE GA 31015-1541 (229) 273-4507 2530
Irvin/Irvin 1145 Highway 441 North CORNELIA GA 30531-0000 (706) 778-9888 4891
Premier Kings of Georgia Inc. 53 Highway 81 South COVINGTON GA 30016-8609 (770) 787-7612 10728
Premier Kings of Georgia Inc. 5300 Hwy 278 COVINGTON GA 30014 770-787-7612 26113
GPS Hospitality, LLC 598 Atlanta Hwy CUMMING GA 30040 (770) 246-2231 4466
GPS Hospitality, LLC 3085 Ronald Reagan Blvd CUMMING GA 30041 770-246-2230 16580
GPS Hospitality, LLC 3635 Browns Bridge Rd CUMMING GA 30028 678-335-2943 24276
GPS Hospitality, LLC 3470 Braselton Hwy DACULA GA 30019 (770) 206-1318 13428
GPS Hospitality, LLC 700-B Dacula Rd DACULA GA 30019 (678) 335-6982 14044
Premier Kings of Georgia Inc. 1073 Merchants Dr DALLAS GA 30132 (678) 383-6592 25532
GPS Hospitality, LLC 1512 W Walnut St DALTON GA 30720 706-400-6348 821
GPS Hospitality, LLC 310 Northgate Dr DALTON GA 30721 (706) 400-6347 11461
GPS Hospitality, LLC 1908 Chattanooga Rd DALTON GA 30720 (706) 666-3010 23692
Carolina Franchise Holding, LLC 32 Mama B Drive DANIELSVILLE GA 30633 704-318-7440 27100
Premier Kings of Georgia Inc. Highway 251 DARIEN GA 31305-0000 (912) 437-5557 10241
GPS Hospitality, LLC 21 Medical Center Dr DAWSONVILLE GA 30534 (706) 400-6344 9957
Premier Kings of Georgia Inc. 2682 Candler Road DECATUR GA 30034-1405 (404) 241-0944 846
Premier Kings of Georgia Inc. 4622 Memorial Drive DECATUR GA 30032-1412 (404) 297-7523 2544
Premier Kings of Georgia Inc. 3542 Memorial Drive DECATUR GA 30032-2710 (678) 973-0365 3276
Premier Kings of Georgia Inc. 571 DeKalb Industrial Way DECATUR GA 30030-1704 (404) 343-3792 13272
Premier Kings of Georgia Inc. 3928 Flat Shoals Parkway DECATUR GA 30034-0000 (404) 748-1270 17090
GPS Hospitality, LLC 5654 Buford Hwy NE DORAVILLE GA 30340 (770) 206-1358 924
Premier Kings of Georgia Inc. 3994 Pleasantdale Road DORAVILLE GA 30340-4208 (770) 263-9223 4939
Nearly Famous, Inc. 1340 South Peterson Avenue DOUGLAS GA 31533-4419 (912) 384-3033 7700
Nearly Famous, Inc. 811 North Madison Avenue DOUGLAS GA 31533-3111 (912) 383-8646 13229
Schuster 3261 Highway 5 DOUGLASVILLE GA 30135-2384 (770) 949-3112 5482
GPS Hospitality, LLC 5700 Fairburn Rd DOUGLASVILLE GA 30134 770-628-0525 27322
Schuster 1618 VETERANS BLVD DUBLIN GA 31021-3595 (478) 275-3757 3410
Schuster 2175 Highway 441 South DUBLIN GA 31021-1717 (478) 274-0081 9133
Premier Kings of Georgia Inc. 2111 Pleasant Hill Road DULUTH GA 30096-4629 (770) 476-8229 3988

34
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Premier Kings of Georgia Inc. 1690 Pleasant Hill DULUTH GA 30096-4620 (404) 717-1350 6684
GPS Hospitality, LLC 4537 Chamblee Dunwoody Rd DUNWOODY GA 30338 (770) 206-1337 5385
Irvin/Irvin Hwy 5, Appalachian Parkway EAST ELLIJAY GA 30539-0000 (706) 276-2999 5791
Schuster 927 Congo Lane Connector EASTMAN GA 31023 (478) 374-5213 27660
Jones Petroleum Company, Inc. 100 Sara Lee Blvd EATONTON GA 31024 (706) 749-8806 26893
Jones Petroleum Company, Inc. 608 Elbert St ELBERTON GA 30635 (706) 522-8077 25907
Premier Kings of Georgia Inc. 81 Fairview Road ELLENWOOD GA 30294-2779 (770) 507-2929 13368
Southern Restaurant Hospitality Group, LLC 540 N Belair Rd EVANS GA 30809-3105 (706) 650-2460 17196
Premier Kings of Georgia Inc. 655 North Glynn Street FAYETTEVILLE GA 30214-1110 (770) 461-0785 4027
Consolidated Burger C, LLC 278 Ocilla HWY FITZGERALD GA 31750-8871 (229) 423-4170 6548
Jones Petroleum Company, Inc. 5804 Sprout Spring Rd FLOWERY BRANCH GA 30542 (678) 972-2196 26879
RGMS, Inc. 4362 Second Street North FOLKSTON GA 31537-0000 (912) 496-4473 12239
Premier Kings of Georgia Inc. 247 Forest Parkway FOREST PARK GA 30297-2156 (470) 823-4380 4834
Schuster 179 North Lee Street FORSYTH GA 31029-2176 (478) 994-2947 5220
Army Air Force Exchange Services Building 107 Ingersoll Street Main Post FORT BENNING GA 31995 (706) 545-2011 15754
Army Air Force Exchange Services Ft. Benning Mall FORT BENNING GA 31905-0000 (706) 685-3257 16222
Army Air Force Exchange Services Ft. Gordon Main FORT GORDON GA 30905-0000 (706) 793-8542 4342
Hometown Hospitality, LLC 831 Battlefield Parkway FORT OGLETHORPE GA 30742-3925 (706) 861-1781 2585
Army Air Force Exchange Services 976 WILLIAM H WILSON AVE STE 100 FORT STEWART GA 31314-3472 (912) 368-6618 4400
Schuster 302 Commercial Heights FORT VALLEY GA 31030-3364 (478) 825-9222 10559
GPS Hospitality, LLC 403 Pearl Nix Pkwy GAINESVILLE GA 30501 (770) 246-2207 1026
GPS Hospitality, LLC 806 Athens St GAINESVILLE GA 30501 (770) 209-1837 3800
GPS Hospitality, LLC 1337 Thompson Bridge Rd GAINESVILLE GA 30501 770-206-1330 7947
Premier Kings of Georgia Inc. 4241 AUGUSTA RD GARDEN CITY GA 31408-2120 (912) 964-5929 1551
GPS Hospitality, LLC 1990 Grayson Hwy GRAYSON GA 30017 (770) 206-1319 17171
Premier Kings of Georgia Inc. 1010 Hospitality Drive GREENSBORO GA 30642 706-453-1997 25607
GPS Hospitality, LLC 216 W Taylor St GRIFFIN GA 30223 770-206-1325 2490
GPS Hospitality, LLC 1412 North Expressway GRIFFIN GA 30223 678-335-6988 23016
GPS Hospitality, LLC 11120 Tara Blvd HAMPTON GA 30228 678-335-2942 24505
Carrols LLC* 624 East Franklin Street HARTWELL GA 30643-7300 (706) 376-1137 11998
Nearly Famous, Inc. 99 S Tallahassee St HAZLEHURST GA 31539-6467 (912) 375-7001 11415
Premier Kings of Georgia Inc. 815 Elma G. Miles Parkway HINESVILLE GA 31313-4566 (912) 876-3301 10893
Ukani/Ukani/Ukani 4235 Jimmy Lee Smith Parkway HIRAM GA 30141-2638 (770) 943-0095 7265
Jones Petroleum Company, Inc. 1945 E Main St HOGANSVILLE GA 30230 (706) 637-9265 26264
GPS Hospitality, LLC 6095 Hwy 124 W HOSCHTON GA 30548 (706) 400-6359 16792
GPS Hospitality, LLC 983 Hwy 124, Suite B HOSCHTON GA 30548 (678) 335-6989 19960
Premier Kings of Georgia Inc. 472 East Third Street JACKSON GA 30233-2043 (770) 775-0500 6584
Jones Petroleum Company, Inc. 2781 hwy 16 w JACKSON GA 30233 (470) 928-2301 27037
GPS Hospitality, LLC 34 Sammy Mcghee Blvd JASPER GA 30143 (706) 400-6356 12196
GPS Hospitality, LLC 5388 Hwy 129 N JEFFERSON GA 30549 (706) 400-6357 12476
Premier Kings of Georgia Inc. 998 Sunset Blvd. JESUP GA 31545-0029 (912) 427-7870 2397
GPS Hospitality, LLC 875 Smith St JONESBORO GA 30236 (770) 206-1359 787
GPS Hospitality, LLC 6457 Tara Blvd JONESBORO GA 30236 678-335-6995 6593
GPS Hospitality, LLC 1190 Barrett Pkwy NW KENNESAW GA 30144 770-206-1340 6340
GPS Hospitality, LLC 4410 Wade Green Rd NW KENNESAW GA 30144 (770) 206-1341 8054
GPS Hospitality, LLC 4285 Bells Ferry Rd NW KENNESAW GA 30144 (770) 246-2242 9978
GPS Hospitality, LLC 2775 Cobb Pkwy NW KENNESAW GA 30152 678-335-6986 13481
GPS Hospitality, LLC 3280 Barrett Lakes Blvd KENNESAW GA 30024 (678) 335-6996 22593
Premier Kings of Georgia Inc. 1162 Boone Avenue Exit E KINGSLAND GA 31548-6512 (912) 510-0839 8907
Schuster 1528 Lafayette Parkway LAGRANGE GA 30241 (706) 885-0530 10946
Schuster 1703 Roanoke Road LAGRANGE GA 30240-3819 (706) 883-6221 11533
Schuster 801 New Franklin Street LAGRANGE GA 30240-1843 (706) 885-9621 13227

35
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Premier Kings of Georgia Inc. 5141 Jonesboro Road LAKE CITY GA 30260-3402 (404) 835-2945 4003
Carrols LLC 191 Jones Street LAVONIA GA 30553-0000 (706) 356-1100 6998
Premier Kings of Georgia Inc. 544 West Pike Street LAWRENCEVILLE GA 30045-7677 (470) 294-1695 828
GPS Hospitality, LLC 445 Grayson Hwy LAWRENCEVILLE GA 30046 678-335-6984 6427
Premier Kings of Georgia Inc. 1840 Cruse Road LAWRENCEVILLE GA 30044-2323 (770) 822-6908 12294
IRMG Burger Restaurants, Inc. 5900 SUGARLOAF PKWY LAWRENCEVILLE GA 30043-7836 (678) 847-0016 14021
GPS Hospitality, LLC 1939 Duluth Hwy LAWRENCEVILLE GA 30043 678-335-6981 14519
GPS Hospitality, LLC 942 Buford Dr LAWRENCEVILLE GA 30043 770-290-1400 24470
Carolina Franchise Holding, LLC 643 Athens Rd LEXINGTON GA 30648 706-743-6187 27354
Premier Kings of Georgia Inc. 4734 Lawrenceville Highway LILBURN GA 30047-3813 (770) 921-9618 3643
Ukani 3040 Five Forks Trickum Rd LILBURN GA 30047-1807 (770) 985-2507 7603
Premier Kings of Georgia Inc. 4004 Lawrenceville Hwy NW LILBURN GA 30047-2820 (770) 921-9224 20519
GPS Hospitality, LLC 989 Thornton Rd LITHIA SPRINGS GA 30122 770-246-2245 4270
Jones Petroleum Company, Inc. 7512 Lee Rd LITHIA SPRINGS GA 30122 (770) 775-2386 25493
Premier Kings of Georgia Inc. 2807 Panola Road LITHONIA GA 30058 (470) 545-0417 4487
GPS Hospitality, LLC 2773 Evans Mill Rd LITHONIA GA 30058 770-246-2279 28283
Jones Petroleum Company, Inc. 4860 Bill Gardner Parkway LOCUST GROVE GA 30248-3643 (770) 898-7805 10945
Jones Petroleum Company, Inc. 2755 Hwy 155 South, LOCUST GROVE GA 30248 (678) 371-0289 29484
GPS Hospitality, LLC 4740 Highway 78 LOGANVILLE GA 30052 678-335-6983 6143
GPS Hospitality, LLC 809 Veterans Memorial Pkwy MABLETON GA 30126 770-246-2219 6806
Schuster 3025 Pio Nono Avenue MACON GA 31206-3025 (478) 781-6979 334
Schuster 1188 Gray Highway MACON GA 31211-1849 (478) 745-5019 2028
Schuster 3773 Bloomfield Road MACON GA 31206-3611 (478) 477-7544 2370
Schuster 4964 Romeiser Road MACON GA 31206-5339 (478) 474-8143 5542
Schuster 3820 Riverside Drive MACON GA 31210-1813 (478) 471-0041 6382
Schuster 4459 Forsyth Road MACON GA 31210-4525 (478) 471-1204 6535
Schuster 853 Riverside Drive 11 MACON GA 31201-2662 (478) 746-0410 8469
Schuster 5441 Bowman Rd MACON GA 31210 (478) 254-4270 24433
Premier Kings of Georgia Inc. 1950 Eatonton Road MADISON GA 30650-4603 (404) 342-2631 6455
GPS Hospitality, LLC 3740 Austell Rd SW MARIETTA GA 30008 770-206-1343 873
GPS Hospitality, LLC 1201 Cobb Pkwy N MARIETTA GA 30062 (770) 246-2256 3900
GPS Hospitality, LLC 650 S Marietta Pkwy SE MARIETTA GA 30060 770-206-1342 4004
GPS Hospitality, LLC 164 Barrett Pkwy MARIETTA GA 30066 770-206-1323 6280
GPS Hospitality, LLC 2495 Dallas Hwy SW MARIETTA GA 30064 (770) 206-1338 9654
Southern Restaurant Hospitality Group, LLC 433 South Belair Road MARTINEZ GA 30907-9602 (706) 651-0210 11679
Premier Kings of Georgia Inc. 1086 Highway 20 West MCDONOUGH GA 30253-6518 (770) 957-2744 5090
GPS Hospitality, LLC 1770 Jonesboro Rd MCDONOUGH GA 30253 770-246-2238 14111
Jones Petroleum Company, Inc. 50 Eastlake Rd MCDONOUGH GA 30252 (678) 782-3090 27038
Southland Foods Inc. 1065 South Lewis Street METTER GA 30439-5134 (912) 685-2395 11515
Premier Kings of Georgia Inc. 13708 East Oglethorpe Hwy MIDWAY GA 31320 (912) 442-1951 26749
Schuster 2478 North Columbia St. MILLEDGEVILLE GA 31061-2066 (478) 453-3706 2269
Premier Kings of Georgia Inc. 2060 W Spring St MONROE GA 30655 (678) 635-8286 22426
Army Air Force Exchange Services 904 Moody Rd, MOODY AFB GA 31699-1711 (229) 245-8296 8221
Consolidated Burger C, LLC 1105 First Avenue S. E. MOULTRIE GA 31768-5005 (229) 890-1711 5356
Premier Kings of Georgia Inc. 13200 w Cleveland st NAHUNTA GA 31553 (912) 462-7777 27690
Schuster 415 Bullsboro Drive NEWNAN GA 30263-5840 (770) 502-1090 9411
Schuster 2814 Hwy 34 East NEWNAN GA 30265 (770) 251-0616 22973
Schuster 856 Poplar Rd, NEWNAN GA 30265 (678) 673-6597 28356
GPS Hospitality, LLC 6137 Buford Hwy NORCROSS GA 30071 770-206-1324 2870
GPS Hospitality, LLC 5325 Peachtree Industrial Blvd NORCROSS GA 30092 770-206-1357 6506
GPS Hospitality, LLC 7140 Peachtree Industrial Blvd NORCROSS GA 30071 (770) 206-1328 7593
GPS Hospitality, LLC 1600 Indian Trail Rd NORCROSS GA 30093 (770) 206-1334 7621

36
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

GPS Hospitality, LLC 3215 Peachtree Corners Circle NORCROSS GA 30092 (770) 206-1327 9911
GPS Hospitality, LLC 3703 Mundy Mill Rd OAKWOOD GA 30566 (770) 209-1841 5920
Schuster 1000 St. Patrick's Drive PERRY GA 31069-2145 (478) 987-5971 4478
Premier Kings of Georgia Inc. 415 East Highway 80 POOLER GA 31322-2631 (912) 748-5463 5571
Premier Kings of Georgia Inc. 7306 Hwy 21 PORT WENTWORTH GA 31407 (912) 966-9108 26868
Carolina Franchise Holding, LLC 1304 West Screven Street QUITMAN GA 31643-0000 305-413-8182 11603
Premier Kings of Georgia Inc. 4660 HIghway 17 RICHMOND HILL GA 31324 (912) 445-2879 25937
Premier Kings of Georgia Inc. 421 S. Columbus Ave. RINCON GA 31326-0000 (912) 826-4223 9423
Hometown Hospitality, LLC 5865 Alabama Hwy RINGGOLD GA 30736 (706) 935-2706 25833
GPS Hospitality, LLC 6910 Highway 85 RIVERDALE GA 30274 (770) 246-2239 21960
Army Air Force Exchange Services 982 Macon St ROBINS AFB GA 31098-2440 (478) 922-6579 10507
GPS Hospitality, LLC 1313 Turner McCall Blvd SE ROME GA 30161 706-400-6346 5123
GPS Hospitality, LLC 2207 Shorter Ave SW ROME GA 30165 706-887-5716 25692
Southern Restaurant Hospitality Group, LLC 860 Woodstock Road ROSWELL GA 30075-2248 (770) 642-1020 11274
Premier Kings of Georgia Inc. 601 MARTIN LUTHER KING BLVD SAVANNAH GA 31401-5505 (912) 234-9906 322
Premier Kings of Georgia Inc. 7923 White Bluff Road SAVANNAH GA 31406-3403 (912) 235-2235 521
Premier Kings of Georgia Inc. 14 W De Renne Ave SAVANNAH GA 31405-6702 (912) 352-2514 1226
Premier Kings of Georgia Inc. 11711 Abercorn St. SAVANNAH GA 31419-1905 (912) 925-1570 1404
Host Int'l, Inc 460 Airways Ave SAVANNAH GA 31408-8002 (912) 964-7227 8432
Premier Kings of Georgia Inc. 4268 Ogeechee Road SAVANNAH GA 31405-1202 (912) 443-9676 15760
Premier Kings of Georgia Inc. 496 Jimmy DeLoach Pkwy SAVANNAH GA 31407 (912) 231-3631 23049
Premier Kings of Georgia Inc. 5918 Ogeechee Rd. SAVANNAH GA 31419 (912) 777-3539 24560
GPS Hospitality, LLC 2112 S Cobb Dr SE SMYRNA GA 30080 (770) 206-1344 3662
GPS Hospitality, LLC 1675 Gaylor St SE SMYRNA GA 30082 (770) 206-1356 13623
GPS Hospitality, LLC 2610 Spring Rd SE SMYRNA GA 30080 (770) 206-1354 13721
Premier Kings of Georgia Inc. 2357 Main Street East SNELLVILLE GA 30078-3334 (770) 979-6228 5266
Premier Kings of Georgia Inc. 3580 Centerville Highway SNELLVILLE GA 30039-6406 (770) 978-7393 14210
Premier Kings of Georgia Inc. 1262 Highway 21 South SPRINGFIELD GA 31329-5200 (912) 407-0263 16269
Premier Kings of Georgia Inc. 2430 Osborne Rd ST MARYS GA 31558 (912) 439-3217 23806
Premier Kings of Georgia Inc. 602 Fair Road STATESBORO GA 30458-4927 (912) 681-6436 14614
Premier Kings of Georgia Inc. 119 Highway 138 STOCKBRIDGE GA 30281-4254 (770) 282-6920 4856
Premier Kings of Georgia Inc. 5267 Highway 78 STONE MOUNTAIN GA 30087-3414 (770) 469-9363 987
Premier Kings of Georgia Inc. 6038 Memorial Drive STONE MOUNTAIN GA 30083-2852 (770) 676-7933 2377
GPS Hospitality, LLC 11245 Highway 27 SUMMERVILLE GA 30747 (706) 400-6360 12331
GPS Hospitality, LLC 1045 Peachtree Industrial Blvd SUWANEE GA 30024 678-335-6993 13887
GPS Hospitality, LLC 3141 Lawrenceville-Suwanee Rd SUWANEE GA 30024 678-335-6994 22493
Southland Foods Inc. 413 South Main Street SWAINSBORO GA 30401-3616 (478) 237-7766 9255
Consolidated Burger C, LLC 508 East Franklin SYLVESTER GA 31791-2224 (229) 777-0950 13288
Premier Kings of Georgia Inc. 515 Carrollton St TEMPLE GA 30179 (678) 506-4040 26748
Schuster 313 North Center Street THOMASTON GA 30286-3636 (706) 647-2275 3989
Consolidated Burger A, LLC 2930 Pine Tree Blvd. THOMASVILLE GA 31792-4841 (229) 228-1913 2526
Southern Restaurant Hospitality Group, LLC 1871 Washington Rd THOMSON GA 30824-7205 (706) 595-7956 5907
Consolidated Burger C, LLC 1504 U. S. Highway 82 West TIFTON GA 31793-8039 (229) 382-7888 9684
Consolidated Burger C, LLC 1608 Tift Ave TIFTON GA 31794-3540 (229) 382-0529 16757
Carolina Franchise Holding, LLC 936 Big A Road TOCOOA GA 30577 (704) 318-7868 27569
Premier Kings of Georgia Inc. 4094 Lawrenceville Highway TUCKER GA 30084-4621 (770) 558-1214 3155
GPS Hospitality, LLC 4636 Jonesboro Rd UNION CITY GA 30291 (770) 206-1331 2745
Consolidated Burger A, LLC 1801 North Ashley Street VALDOSTA GA 31602-3024 (229) 244-4904 307
Consolidated Burger A, LLC 2007 West Hill Avenue VALDOSTA GA 31601-5113 (229) 247-4056 2036
Consolidated Burger A, LLC 1164 North St Augustine Road VALDOSTA GA 31601-3545 (229) 247-3488 11206
Williams Valdosta Franchise, LLC 4464 Shiloh Road VALDOSTA GA 31602-2396 (229) 219-1111 15826
Southland Foods Inc. 2303 East First Street VIDALIA GA 30474-8811 (912) 537-4947 8040

37
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Schuster 584 Hwy 61 VILLA RICA GA 30180-4978 (770) 456-7469 14800
Schuster 2010 Watson Boulevard WARNER ROBINS GA 31093-3624 (478) 922-0685 1600
Schuster 201 Russell Parkway WARNER ROBINS GA 31088-6166 (478) 329-0999 8617
Schuster 851 Warren Drive WARNER ROBINS GA 31088-0714 (478) 218-0071 15731
Premier Kings of Georgia Inc. 2271 Hog Mountain Road WATKINSVILLE GA 30677 (706) 705-6117 24532
Premier Kings of Georgia Inc. 1710 Memorial Drive WAYCROSS GA 31501-1056 (912) 590-6477 2124
Southern Restaurant Hospitality Group, LLC 500 Hopkins Corner Dr WAYNESBORO GA 30830-3486 (706) 554-3140 17056
GPS Hospitality, LLC 7 E May St WINDER GA 30680 770-206-1333 3449
GPS Hospitality, LLC 9590 Main St WOODSTOCK GA 30188 (678) 335-6990 4077
GPS Hospitality, LLC 2925 Eagle Dr WOODSTOCK GA 30189 678-335-6991 13068
Jones Petroleum Company, Inc.* 9215 US 19 ZEBULON GA 30295 (470) 922-0609 28546
Kazi Restaurants of Hawaii, Inc. 98-1005 Moanalua Rd. AIEA HI 96701 (808) 487-8378 25143
Kazi Restaurants of Hawaii, Inc. 91-914 Fort Weaver Rd. EWA BEACH HI 96706-2246 (808) 689-1515 14728
Army Air Force Exchange Services BLDG2096 VANDERBURG & FREEDOM AVE HICKAM AFB HI 96853 (808) 422-5965 9579
Kazi Restaurants of Hawaii, Inc. 580 Kilauea Avenue HILO HI 96720-3041 (808) 935-7663 3409
Kazi Restaurants of Hawaii, Inc. 368A East Makaala St. HILO HI 96720-5161 (808) 920-8188 17293
Kazi Restaurants of Hawaii, Inc. 2536 South Beretania Street HONOLULU HI 96826-1512 (808) 947-8700 2436
Kazi Restaurants of Hawaii, Inc. 1505 Dillingham Blvd HONOLULU HI 96817-4885 (808) 841-2333 6800
Host Int'l, Inc 300 Rodgers Blvd HONOLULU HI 96819-1890 (808) 358-8067 8022
Host Int'l, Inc 300 RODGERS BLVD HONOLULU HI 96819-1890 (808) 358-8072 13711
Kazi Restaurants of Hawaii, Inc. 2526 Kalakaua Ave HONOLULU HI 96815-3641 (808) 924-8364 13949
Host Int'l, Inc 300 RODGERS BLVD HONOLULU HI 96819-1890 (808) 836-2566 16577
Kazi Restaurants of Hawaii, Inc. 1409 Kapiolani Boulevard HONOLULU HI 96814 (808) 945-0515 24957
Kazi Restaurants of Hawaii, Inc. 2134 Kalakaua Ave HONOLULU HI 96815 (808) 922-1809 28226
Kazi Restaurants of Hawaii, Inc. 1431 S Beretania HONOLULU HI 96814 (808) 942-2891 28560
Kazi Restaurants of Hawaii, Inc. 6 Puunene Avenue KAHULUI, MAUI HI 96732-1619 (808) 877-5449 2536
Host Int'l, Inc Kahului Airport; 1 Kahului Airport KAHULUI, MAUI HI 96732-2327 (808) 877-5858 16889
Kazi Restaurants of Hawaii, Inc. 25 Kaneohe Bay Drive KAILUA HI 96734-1727 (808) 254-2739 6531
Kazi Restaurants of Hawaii, Inc. 75-5643 Kopiko St KAILUA KONA HI 96740-1610 (808) 326-2050 4282
Kazi Restaurants of Hawaii, Inc. 45-630 S. Kamehameha Highway KANEOHE HI 96744-2017 (808) 236-3100 2276
Kazi Restaurants of Hawaii, Inc. 4-1105 KUHIO HWY KAPAA HI 96746-1665 (808) 822-2083 7130
Kazi Restaurants of Hawaii, Inc. 555 Farrington Highway KAPOLEI HI 96707-2052 (808) 674-9651 13312
Kazi Restaurants of Hawaii, Inc. 322 Keawe St, Bldg B LAHAINA HI 96761-2739 (808) 661-1508 18000
Kazi Restaurants of Hawaii, Inc. 4440 Kukui Grove LIHUE HI 96766-1676 (808) 245-4809 3583
Kazi Restaurants of Hawaii, Inc. 15-1450 Kahakai Blvd PAHOA HI 96778-6604 (808) 965-3195 17803
Kazi Restaurants of Hawaii, Inc. 98-1214 Kaahumanu St PEARL CITY HI 96782-3223 (808) 487-5050 2857
Army Air Force Exchange Services 1130 Kolekole Ave SCHOFIELD BARRACKS HI 96857 808-892-4958 14838
Army Air Force Exchange Services AAFES Schofield Burger King Express SCHOFIELD BARRACKS HI 96857 (808) 237-4502 16356
Kazi Restaurants of Hawaii, Inc. 86-120 Farrington Highway WAIANAE HI 96792-3000 (808) 696-8000 2996
Kazi Restaurants of Hawaii, Inc. 67-1185 Mamalahoa Hwy, Bldg B WAIMEA HI 96743-7304 (808) 885-0691 17410
Tasty King of Iowa, LLC 3300 9th Street. N. W. ALTOONA IA 50009-0000 (515) 967-9107 4061
Mian 209 Lincoln Way AMES IA 50010-3325 (515) 232-6550 1699
Mian 2817 East 13th Street AMES IA 50010-8610 (515) 233-0401 19692
Tasty King of Iowa, LLC 2501 S. E. Delaware ANKENY IA 50021-4469 (515) 963-8027 10435
Tri City Foods of Iowa, LLC 1309 East 7 Street ATLANTIC IA 50022-1904 (712) 243-1954 10535
Beaton Inc. 2951 Devils Glen Road BETTENDORF IA 52722-3364 (563) 449-8060 11231
Mian 1720 South Story Street BOONE IA 50036-2834 (515) 432-1805 18975
Beaton Inc. 120 South Roosevelt BURLINGTON IA 52601-1758 (563) 753-5666 8450
Tasty King of Waterloo, LLC 6719 University Ave Ste 6 CEDAR FALLS IA 50613-5112 (319) 266-6706 19872
Beaton Inc. 390 Edgewood Road CEDAR RAPIDS IA 52405-3650 (319) 369-0810 3951
Beaton Inc. 395 33rd Ave Sw CEDAR RAPIDS IA 52404-5404 (319) 366-6918 6475
Beaton Inc. 2505 Blairs Ferry Road CEDAR RAPIDS IA 52402-1921 (319) 378-9951 6971

38
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Beaton Inc. 3030 Mount Vernon Road CEDAR RAPIDS IA 52403-3556 (319) 365-7179 7746
Beaton Inc. 1201 Blair's Ferry Road NE CEDAR RAPIDS IA 52402 (319) 200-2992 23912
Beaton Inc. 1010 N Second Street CLINTON IA 52732-3734 (563) 242-9104 6583
Beaton Inc. 2247 Lincolnway CLINTON IA 52732-7211 (563) 242-3910 11229
Beaton Inc. 550 First Avenue CORALVILLE IA 52241-2513 (319) 341-9408 11727
Beaton Inc. 3282 Crosspark Rd. CORALVILLE IA 52241 (319) 665-2763 26973
Tri City Foods of Iowa, LLC 1529 West Broadway COUNCIL BLUFFS IA 51501-3923 (712) 323-4444 2163
Tri City Foods of Iowa, LLC 3209 West Broadway COUNCIL BLUFFS IA 51501-3360 (712) 322-8737 3329
Tri City Foods of Iowa, LLC 3100 South Expressway COUNCIL BLUFFS IA 51501-7665 (712) 366-8162 3700
Tri City Foods of Iowa, LLC 1726 Madison Ave COUNCIL BLUFFS IA 51503-5248 (712) 323-1816 5063
Tri City Foods of Iowa, LLC 2608 South 24th ST COUNCIL BLUFFS IA 51501-6981 (712) 323-0461 9226
Crown Ventures Iowa Inc. 229 West Kimberly Road DAVENPORT IA 52806 (563) 424-1592 4043
Beaton Inc. 5701 Elmore Ave DAVENPORT IA 52807-3512 (563) 355-0788 18767
Crown Ventures Iowa Inc. 2202 Rockingham rd DAVENPORT IA 52802 (563) 424-5709 21687
Tri City Foods of Iowa, LLC 1209 South 4th Avenue DENISON IA 51442-1948 (712) 263-4448 13350
Tasty King of Iowa, LLC 205 University Avenue DES MOINES IA 50314-3124 (515) 244-1720 1787
Blount 3601 S. E. 14th Street DES MOINES IA 50320-1438 (515) 287-7515 2941
Tasty King of Iowa, LLC 1405 East Court Avenue DES MOINES IA 50316-3929 (515) 263-0767 3817
Blount 3000 East University Avenue DES MOINES IA 50317-2412 (515) 266-0041 3910
Tasty King of Iowa, LLC 2222 M. L. King Jr. Parkway DES MOINES IA 50314-1539 (515) 277-3255 5722
Tasty King of Iowa, LLC 4801 North East 14th Street DES MOINES IA 50313-2011 (515) 263-3313 8671
Tasty King of Iowa, LLC 5308 UNIVERSITY AVE DES MOINES IA 50266-5949 (515) 222-3085 11454
Tasty King of Iowa, LLC 4600 Fleur Dr DES MOINES IA 50321 (515) 285-9607 23279
Lehmann/Scott 1350 John F. Kennedy Road DUBUQUE IA 52002-5213 (563) 556-3621 1100
Lehmann/Scott 250 South Locust DUBUQUE IA 52003-7416 (563) 557-5151 10482
Tasty King of Iowa, LLC 715 Doris Rd EVANSDALE IA 50707 (319) 229-7080 28569
BRG LAD, LLC 1210 W Burlington Ave FAIRFIELD IA 52556 641-469-6428 12142
Tasty King of Iowa, LLC 2814 Fifth Avenue South FORT DODGE IA 50501-5559 (515) 955-8845 2702
BRG LAD, LLC 4805 Avenue O FORT MADISON IA 52627 319-376-0010 13644
Mian 11228-11244 East 1st Street GRIMES IA 50111-0000 (515) 986-7322 19925
Tri City Foods of Iowa, LLC 1904 Chatburn HARLAN IA 51537-1970 (712) 755-7215 10536
Beaton Inc. 200 First Street West INDEPENDENCE IA 50644-2602 (319) 334-3536 9302
Blount 700 North Jefferson INDIANOLA IA 50125-1420 (515) 962-2055 13273
Beaton Inc. 1445 Boyrum Street IOWA CITY IA 52240-4446 (319) 337-4578 6104
BRG LAD, LLC 2329 Main St KEOKUK IA 52632 319-524-2822 9933
Beaton Inc. 200 West Main MANCHESTER IA 52057-1532 (563) 927-8004 11675
Beaton Inc. 2449 7th Avenue MARION IA 52302-3667 (319) 377-0787 6013
Tasty King of Iowa, LLC 2605 South Center MARSHALLTOWN IA 50158-4501 (641) 753-4000 2188
Tasty King of Iowa, LLC 2310 Fourth Street, S. W. MASON CITY IA 50401-4657 (641) 423-8540 4606
Tri City Foods of Iowa, LLC 3161 Joliet Avenue MISSOURI VALLEY IA 51555-5045 (712) 642-3149 10219
Beaton Inc. 2306 Park Ave MUSCATINE IA 52761-5444 (563) 264-1226 6178
Tasty King of Iowa, LLC 705 1st. Avenue, East NEWTON IA 50208-3307 (641) 854-0035 6049
Tasty King of Iowa, LLC 828 A 471 Street NORTHWOOD IA 50459-0000 (641) 324-1366 12588
BK Ottumwa, LLC 1122 Quincy Avenue OTTUMWA IA 52501-3800 (641) 682-8563 6952
Tasty King of Iowa, LLC 1500 Washington Street PELLA IA 50219 (641) 651-3035 27284
Tasty King of Iowa, LLC 1319 141st St PERRY IA 50220-8128 (515) 465-5915 10772
Tasty King of Iowa, LLC 5494 E. University Ave PLEASANT HILL IA 50327 (515) 444-0638 27345
Tri City Foods of Iowa, LLC 1410 Broadway RED OAK IA 51566-1025 (712) 623-5042 10531
Tri City Foods of Iowa, LLC 225 South Fremont SHENANDOAH IA 51601-1501 (712) 246-3753 10537
S. E. P. Adminstration, LLC 1724 Hamilton Boulevard SIOUX CITY IA 51103 (712) 277-8224 2229
S. E. P. Adminstration, LLC 4225 South Lakeport Street SIOUX CITY IA 51106 (712) 274-9814 9212
S. E. P. Adminstration, LLC 90 Pierce Street SIOUX CITY IA 51101 (712) 255-4522 9622

39
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

S. E. P. Adminstration, LLC 2815 Singing Hills Blvd SIOUX CITY IA 51111 (712) 258-3904 21135
FAAZ, LLC 202 - 11 Street Sw Plaza SPENCER IA 51301-5814 (712) 262-8393 2606
FAAZ, LLC 2209 Circle Drive West SPIRIT LAKE IA 51360-1065 (712) 336-8468 10328
FAAZ, LLC 1300 Lake Avenue STORM LAKE IA 50588-1908 (712) 732-1775 11130
Tasty King of Waterloo, LLC 1215 Ansborough WATERLOO IA 50701-3426 (319) 234-6669 6159
Tasty King of Waterloo, LLC 1925 Laporte Rd WATERLOO IA 50702-2741 (319) 505-8533 6552
Tasty King of Waterloo, LLC 109 Jefferson Street WATERLOO IA 50701-1338 (319) 235-7910 8105
Tasty King of Iowa, LLC 215 E Donald Street WATERLOO IA 50703 (319) 486-4941 28470
Blount 450 East Hickman Rd. WAUKEE IA 50263 (515) 987-6445 23746
Tasty King of Waterloo, LLC 927 4th Street S.W. WAVERLY IA 50677-3761 (319) 352-3311 11876
Tasty King of Iowa, LLC 7275 Vista Drive WEST DES MOINES IA 50266-9315 (515) 267-8535 8683
Tasty King of Iowa, LLC 1107 73rd Street WINDSOR HEIGHTS IA 50311-1313 (515) 279-1511 7771
GBDB of Utah, LC 1205 Parkway Dr BLACKFOOT ID 83221-1654 (208) 785-8082 18099
BDSB Far West Of Idaho, L.C. 4800 Overland Road BOISE ID 83705-2819 (208) 343-8991 1688
BDSB Far West Of Idaho, L.C. 6770 Glenwood Street BOISE ID 83714-1926 (208) 853-8389 3590
BDSB Far West Of Idaho, L.C. 1121 South Broadway BOISE ID 83706-3626 (208) 336-9544 7703
GBDB of Utah, LC 6350 North Discovery Way BOISE ID 83713-1556 (208) 321-1935 10464
BDSB Far West Of Idaho, L.C. 8378 W Overland Rd. BOISE ID 83709 (208) 323-8807 10956
BDSB Far West Of Idaho, L.C. 6490 S EISENMAN RD BOISE ID 83716-6668 (208) 367-0679 11177
BDSB Far West Of Idaho, L.C. 8515 West Fairview Avenue BOISE ID 83704-8321 (208) 658-6833 12310
BDSB of Western Idaho, L.C. 114 West 5th. North BURLEY ID 83318-3456 (208) 678-7779 2793
GBDB of Utah, LC 2820 Franklin Rd CALDWELL ID 83605-6909 (208) 459-1438 19871
BDSB of Eastern Idaho, L.C. 4508 North Yellowstone CHUBBUCK ID 83202-2412 (208) 237-3302 3772
Wait For It, LLC 3827 N. Ramsey Road COEUR D'ALENE ID 83815 (208) 462-0400 28258
BDSB of Eastern Idaho, L.C. 1750 North Yellowstone IDAHO FALLS ID 83401-1629 (1208) 529-4725 2176
BDSB of Eastern Idaho, L.C. 2325 East 17th Street IDAHO FALLS ID 83401-6511 (208) 525-8820 4702
BDSB of Eastern Idaho, L.C. 1465 West Broadway IDAHO FALLS ID 83402 (208) 522-8120 8567
GBDB of Utah, LC 6662 W Overland Dr IDAHO FALLS ID 83402-5891 (208) 524-6443 17226
BDSB of Western Idaho, L.C. 2785 South Lincoln JEROME ID 83338-6129 (208) 324-0626 11077
Wait For It, LLC 227 Thain Road LEWISTON ID 83501 (208) 503-3299 28849
BDSB of Eastern Idaho, L.C. 235 East 50th South MALAD CITY ID 83252-1309 (208) 766-5140 12084
GBDB of Utah, LC 300 East Fairview MERIDIAN ID 83642-1736 (208) 887-2198 6992
GBDB of Utah, LC 4051 E Fairview Ave MERIDIAN ID 83642-5801 (208) 375-1260 21656
BDSB Far West Of Idaho, L.C. 3872 DITTO CREEK RD MOUNTAIN HOME ID 83647-5094 (208) 587-1189 11273
Army Air Force Exchange Services 625 Gunfighter Rd MOUNTAIN HOME ID 83648 (208) 832-4813 26935
Nunamaker/Nunamaker 90 Second Street South NAMPA ID 83651 (1208) 466-5517 5676
GBDB of Utah, LC 2100 12th Ave Rd NAMPA ID 83686 (208) 461-9172 24702
Wait For It, LLC 201 East 4th St. OLDTOWN ID 83822 (208) 286-2118 25516
Nunamaker/Nunamaker 305 South 16th Street PAYETTE ID 83661 (1208) 642-9519 11290
BDSB of Eastern Idaho, L.C. 1315 Bench Road POCATELLO ID 83201-2445 (208) 637-8287 12976
GBDB of Utah, LC 1440 N Main St POCATELLO ID 83204-2608 (208) 478-0251 21574
RU Hungry, LLC 476997 Highway 95 PONDERAY ID 83852-9738 (208) 274-9900 9787
RU Hungry, LLC* 2926 E Mullan Ave POST FALLS ID 83854-8976 (208) 457-8900 18133
MVP Restaurants, LC 800 North State Street PRESTON ID 83263-1157 (208) 852-2170 11174
BDSB of Northeast, LC 944 University Blvd. #2 REXBURG ID 83440-5057 (208) 356-5128 8933
BDB of Salmon, LC 1110 Main Street SALMON ID 83467 (208) 756-4132 12085
BDSB of Western Idaho, L.C. 360 Blue Lake Boulevard N. TWIN FALLS ID 83301-4827 (208) 734-9696 2897
GBDB of Utah, LC 156 Cheney Drive W. TWIN FALLS ID 83301 (208) 644-7280 23873
Tri City Foods of Illinois, LLC 440 West Lake Street ADDISON IL 60101-2305 (630) 543-5005 441
TOMS KING (Illinois) LLC 224 South Randall Road ALGONQUIN IL 60102-9775 (847) 854-7808 8240
Tri City Foods of Illinois, LLC 12010 S PULASKI RD ALSIP IL 60803-1222 (708) 597-1909 5982
BRG Liberty, LLC 1902 Homer Adams Pkwy ALTON IL 62002 618-474-0102 18321

40
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Drury Restaurants, Inc. 1735 East Vienna Street ANNA IL 62906-2039 (618) 833-2978 12280
TOMS KING (Illinois) LLC 338 W IL Route 173 ANTIOCH IL 60002-1835 (847) 395-8806 6252
Tri City Foods of Illinois, LLC 675 E Rand Rd ARLINGTON HEIGHTS IL 60004-4003 (847) 398-2885 3137
Velarde 901 North Lake Street AURORA IL 60506-2515 (630) 859-3924 111
Gardiakos* 1425 East New York Avenue AURORA IL 60505-3933 (630) 898-4055 2014
Tri City Foods of Illinois, LLC 2110 West Galena Boulevard AURORA IL 60506-3212 (630) 892-3888 5735
Tri City Foods of Illinois, LLC 2333 Ogden Ave AURORA IL 60504-7221 (630) 585-1329 7974
Tri City Foods of Illinois, LLC 2889 E NEW YORK ST AURORA IL 60502-9090 (630) 851-6794 11321
TOMS KING (Illinois) LLC 1775 N Farnsworth Ave. AURORA IL 60505 (331) 431-4015 25397
TOMS KING (Illinois) LLC 1378 Butterfield Road AURORA IL 60502 (630) 239-1254 25868
BRG Liberty, LLC 2508 Green Mt Commons Dr BELLEVILLE IL 62221 618-222-2226 16299
Belleville Restaurant Services, LLC 5979 Belleville Crossing St BELLEVILLE IL 62226 (618) 235-2240 24531
Bellwood Restaurant Services, LLC 220 Mannheim Road BELLWOOD IL 60104 (708) 632-4790 23005
Davekiz, Inc. 325 Southtowne Drive BELVIDERE IL 61008 (1779) 552-8025 10691
Tri City Foods of Illinois, LLC 111 W. Irving Park Rd. BENSENVILLE IL 60106-2109 (630) 766-3119 3043
BRG Quikserve, LLC 920 W. Main Street BENTON IL 62812 618-438-0321 12608
Tri City Foods of Illinois, LLC 6701 West Roosevelt Road BERWYN IL 60402-1063 (708) 484-4144 213
Tri City Foods of Illinois, LLC 2147 South Oak Park Avenue BERWYN IL 60402-1718 (708) 788-3253 5984
BRG Liberty, LLC 501 North Bellwood BETHALTO IL 62010 618-259-1177 3049
Group 2029, Inc 1601 Clearwater Avenue BLOOMINGTON IL 61704-2239 (309) 662-8315 5765
Group 2029, Inc 1801 South Veterans Parkway BLOOMINGTON IL 61701-7000 (309) 662-5285 9171
Tri City Foods of Illinois, LLC 1144 Boughton Road BOLINGBROOK IL 60440-1508 (630) 378-1013 8247
Velarde 331 S. Bolingbrook Drive BOLINGBROOK IL 60440-3411 (630) 679-1103 15453
Tri City Foods of Illinois, LLC 1060 West Main Street BOURBONNAIS IL 60914-2332 (815) 933-3359 9441
Tri City Foods of Illinois, LLC 353 South Kennedy Drive BRADLEY IL 60915-2135 (815) 939-0069 112
Tri City Foods of Illinois, LLC 1515 W Dundee Rd BUFFALO GROVE IL 60089-4002 (847) 255-4020 2064
Tri City Foods of Illinois, LLC 80 Mc Henry Road BUFFALO GROVE IL 60089-1741 (847) 229-7983 13009
Tri City Foods of Illinois, LLC* 8650 State Road BURBANK IL 60459-2465 (708) 430-0554 9923
Tri City Foods of Illinois, LLC 12701 South Ashland Avenue CALUMET PARK IL 60827-6305 (708) 597-7855 1249
Group 2029, Inc 210 North 1st Avenue CANTON IL 61520-1808 (309) 649-1544 11922
Drury Restaurants, Inc. 901 West Main CARBONDALE IL 62901-2330 (618) 549-3631 1347
Drury Restaurants, Inc. 1395 East Main Street CARBONDALE IL 62901-3116 (618) 549-6884 11799
Tri City Foods of Illinois, LLC 840 W Army Trail Rd CAROL STREAM IL 60188-9040 (630) 213-9400 6432
Velarde 7510 S Kennedy Drive CARPENTERSVILLE IL 60110-2243 (224) 802-8937 1233
TOMS KING (Illinois) LLC 2163 Randall Road CARPENTERSVILLE IL 60110 (630) 912-3056 22414
TOMS KING (Illinois) LLC 60 Northwest Highway CARY IL 60013 (847) 829-1013 22447
Carrols LLC 311 North Poplar CENTRALIA IL 62801-2962 (618) 532-0866 8473
Group 2029, Inc 2105 West Springfield Avenue CHAMPAIGN IL 61821-0000 (217) 398-8906 168
Group 2029, Inc 2110 North Prospect Avenue CHAMPAIGN IL 61822-1231 (217) 398-7802 9391
Tri City Foods of Illinois, LLC 5425 South Pulaski Road CHICAGO IL 60632-4237 (773) 581-9558 142
Tri City Foods of Illinois, LLC 28 East 87th Street CHICAGO IL 60619-6604 (773) 488-9844 181
Tri City Foods of Illinois, LLC 2700 South Kedzie Avenue CHICAGO IL 60623-4734 (773) 254-3585 207
Tri City Foods of Illinois, LLC 4125 North Milwaukee CHICAGO IL 60641-1837 (872) 264-8270 212
Tri City Foods of Illinois, LLC 6261 N Lincoln Ave CHICAGO IL 60659-2205 (773) 588-1966 215
Tri City Foods of Illinois, LLC 3728 South Archer Avenue CHICAGO IL 60632-1012 (773) 890-1516 244
Tri City Foods of Illinois, LLC 4910 West North Avenue CHICAGO IL 60639-4532 (773) 887-3138 332
Tri City Foods of Illinois, LLC 1323 West Irving Park Road CHICAGO IL 60613-1940 (773) 348-3669 1232
Tri City Foods of Illinois, LLC 418 East 79th Street CHICAGO IL 60619-2808 (773) 783-3175 1250
Tri City Foods of Illinois, LLC 3220 West Columbus Avenue CHICAGO IL 60652-0000 (773) 778-1241 1272
Tri City Foods of Illinois, LLC 110 East 95th Street CHICAGO IL 60619-7206 (773) 568-3358 1308
Tri City Foods of Illinois, LLC 11020 South Kedzie Avenue CHICAGO IL 60655-2222 (773) 239-0503 1338
Triana 2828 West Belmont Avenue CHICAGO IL 60618-5802 (1773) 583-4111 1398

41
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Tri City Foods of Illinois, LLC 1401 W. Fullerton CHICAGO IL 60614-2011 (773) 868-0455 1455
Tri City Foods of Illinois, LLC 2344 West Chicago Avenue CHICAGO IL 60622-4722 (773) 292-0654 1512
Tri City Foods of Illinois, LLC 2449 West Lawrence Avenue CHICAGO IL 60625-2938 (773) 784-2096 2654
Tri City Foods of Illinois, LLC 6448 South Kedzie Avenue CHICAGO IL 60629-2862 (773) 476-7933 5495
Tri City Foods of Illinois, LLC 10550 South Avenue B CHICAGO IL 60617-6301 (773) 768-2961 5818
Tri City Foods of Illinois, LLC 2501 West Cermak Road CHICAGO IL 60608-3719 (773) 890-1006 5986
Tri City Foods of Illinois, LLC 4514 West Diversey CHICAGO IL 60639-1926 (773) 202-8055 6345
Tri City Foods of Illinois, LLC Dunning Square Shopping Center CHICAGO IL 60634-0000 (773) 283-3933 6358
Velarde 6400 West Fullerton Avenue CHICAGO IL 60707-3404 (773) 237-6559 6869
Tri City Foods of Illinois, LLC 2701 N. Western Avenue CHICAGO IL 60647-2015 (773) 235-3376 7112
Tri City Foods of Illinois, LLC 13770 South Avenue O CHICAGO IL 60633-1548 (773) 646-5844 7268
Tri City Foods of Illinois, LLC 2834 West Irving Park Road CHICAGO IL 60618-3625 (773) 588-2644 7288
Tri City Foods of Illinois, LLC 1701 West 95th Street CHICAGO IL 60643-1201 (773) 238-0550 7623
Tri City Foods of Illinois, LLC 2000 West 47 Street CHICAGO IL 60609-4007 (773) 579-0082 7674
Tri City Foods of Illinois, LLC 7222 South Stony Island CHICAGO IL 60649-2807 (773) 363-9872 8312
Tri City Foods of Illinois, LLC 3141 Ashland Avenue CHICAGO IL 60608-6227 (773) 650-9744 10345
Tri City Foods of Illinois, LLC 4060 South Pulaski Road CHICAGO IL 60632-3422 (773) 843-0144 10366
Tri City Foods of Illinois, LLC 2840 West North Avenue CHICAGO IL 60647-0000 (773) 276-8871 10797
Tri City Foods of Illinois, LLC 2401-2407 West Ogden Avenue CHICAGO IL 60608-1036 (312) 243-5293 11967
Tri City Foods of Illinois, LLC 3953 West Chicago Avenue CHICAGO IL 60651-3719 (773) 265-1052 12371
Tri City Foods of Illinois, LLC 6350 South Cicero Avenue CHICAGO IL 60638-5814 (773) 581-5521 12663
Tri City Foods of Illinois, LLC 4851 South Central Avenue CHICAGO IL 60638-1532 (708) 458-1129 13855
Tri City Foods of Illinois, LLC 6950 South Pulaski CHICAGO IL 60629-4223 (773) 735-8727 14476
Tri City Foods of Illinois, LLC 3167 N. Milwaukee Ave. CHICAGO IL 60618-6630 (773) 463-1741 16598
Tri City Foods of Illinois, LLC 1701 E. 95th Street CHICAGO IL 60617-0000 (773) 731-4815 16882
Tri City Foods of Illinois, LLC 2345 S. Pulaski Road CHICAGO IL 60623-3045 (773) 277-8424 17392
SFA, LLC* 151 North Michigan Ave CHICAGO IL 60601-7506 (312) 526-3064 19162
SAF, Inc. 18 W Jackson Blvd CHICAGO IL 60604 (312) 360-1821 19467
Velarde 7523 N Clark St CHICAGO IL 60626-1621 (872) 208-5894 19988
Level 1 Restaurant CG LLC 733 E. 47th Street CHICAGO IL 60653 (773) 675-8743 21134
Diza Hospitality Group, LLC 748 West Diversey Parkway CHICAGO IL 60614 (872) 817-7334 22488
Diza Hospitality Group, LLC 7 E Garfield Blvd CHICAGO IL 60637 (312) 447-1262 22995
Diza Hospitality Group, LLC 224 E. 103rd Street CHICAGO IL 60628 (773) 614-8817 24496
Tri City Foods of Illinois, LLC 1606 W. 76th Street CHICAGO IL 60620 (773) 891-1641 25272
AFBK LLC 547 W Jackson St CHICAGO IL 60661 312-600-9081 26599
ASAF, Inc. 9600 North Mannheim Road CHICAGO IL 60666 (773) 974-2020 27832
Tri City Foods of Illinois, LLC 194 West Joe Orr Road CHICAGO HEIGHTS IL 60411-1734 (708) 754-5169 5157
Tri City Foods of Illinois, LLC 10257 South Harlem CHICAGO RIDGE IL 60415-1347 (708) 636-2538 9627
Tri City Foods of Illinois, LLC 520 Chicago Ridge Mall CHICAGO RIDGE IL 60415 708-529-1465 27980
Tri City Foods of Illinois, LLC 5100 W. Cermak Rd. CICERO IL 60804-2901 (708) 780-5100 4293
Velarde 2925 South Cicero Ave. CICERO IL 60804-3637 (708) 652-3580 14893
BRG St. Louis, LLC 350 Columbia Center Dr COLUMBIA IL 62236 (1618) 719-2454 24401
Tri City Foods of Illinois, LLC 170 Countryside Plaza COUNTRYSIDE IL 60525-3982 (708) 352-8899 6656
Tri City Foods of Illinois, LLC 1616 North Larkin CREST HILL IL 60403-1916 (815) 741-3110 5194
Tri City Foods of Illinois, LLC 1326 E. Steger Rd. CRETE IL 60417 708-300-2647 26001
TOMS KING (Illinois) LLC 250 Virginia Avenue CRYSTAL LAKE IL 60014-0000 (815) 459-2976 2135
TOMS KING (Illinois) LLC 855 East Terra Cotta Avenue CRYSTAL LAKE IL 60014-3703 (815) 356-5201 10235
Group 2029, Inc 847 E Main St DANVILLE IL 61832-5936 (217) 446-6513 1414
Group 2029, Inc 18 West Newell Road DANVILLE IL 61834-5984 (217) 446-5682 9736
Carrols LLC 1099 East Eldorado DECATUR IL 62521-1915 (217) 428-8024 5364
Carrols LLC 4241 N Prospect St DECATUR IL 62526-6114 (217) 876-1130 7370
Velarde 913 W Lincoln Hwy DEKALB IL 60115-3011 (815) 758-7979 255

42
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Tri City Foods of Illinois, LLC 1242 Lee Street DES PLAINES IL 60018-1513 (847) 827-0430 146
Tri City Foods of Illinois, LLC 860 Elmhurst Road DES PLAINES IL 60016-5670 (847) 952-8736 522
Tri City Foods of Illinois, LLC 1048 Sibley Road DOLTON IL 60419-2826 (708) 841-9603 1355
Tri City Foods of Illinois, LLC 1540 Butterfield Road DOWNERS GROVE IL 60515-1003 (630) 627-4455 2466
Tri City Foods of Illinois, LLC 7301 Lemont Road DOWNERS GROVE IL 60516-3807 (630) 968-3707 2653
Crown Ventures Iowa Inc. 1222 42nd Ave EAST MOLINE IL 61244 (309) 281-1422 6211
Group 2029, Inc 1094 N. Main St. EAST PEORIA IL 61611-2027 (309) 427-6890 16583
Carrols LLC 1308 North Keller Drive EFFINGHAM IL 62401-4519 (217) 342-4721 4755
Velarde 165 Dundee Avenue ELGIN IL 60120-5634 (224) 856-5219 1323
Velarde 1150 N. Mc Lean Boulevard ELGIN IL 60123-1723 (630) 883-8536 4784
Velarde 299 South Randall Road ELGIN IL 60123-5548 (847) 429-2482 8149
Tri City Foods of Illinois, LLC 2001 Busse Rd ELK GROVE VILLAGE IL 60007-5720 (847) 228-0233 3011
Tri City Foods of Illinois, LLC 630 Meacham Road ELK GROVE VILLAGE IL 60007-3020 (847) 985-0969 13092
Tri City Foods of Illinois, LLC 176 East Butterfield Road ELMHURST IL 60126-5120 (630) 833-5570 209
Tri City Foods of Illinois, LLC 620 West North Avenue ELMHURST IL 60126-2134 (630) 834-8161 2776
Tri City Foods of Illinois, LLC 1750 North Harlem Avenue ELMWOOD PARK IL 60707-4304 (708) 456-4140 7673
MJG Enterprises, LLC 1829 Dempster Street EVANSTON IL 60201 (847) 733-8742 9067
BRG Liberty, LLC 401 Lincoln Highway FAIRVIEW HEIGHTS IL 62208 618-632-5512 868
Carrols LLC RR 1 FLORA IL 62839-9802 (618) 662-4316 10726
Tri City Foods of Illinois, LLC 10170 West Grand Avenue FRANKLIN PARK IL 60131-2552 (847) 455-0203 305
Velarde* 1830 S West Ave FREEPORT IL 61032-6712 (815) 232-0050 5879
Group 2029, Inc 2310 N. Seminary St. GALESBURG IL 61401 (309) 315-2968 24698
Tri City Foods of Illinois, LLC 725 Highway 24 West GILMAN IL 60938-8003 (815) 265-7740 11903
Tri City Foods of Illinois, LLC 590 Roosevelt Road GLEN ELLYN IL 60137-5744 (630) 469-6968 147
TOMS KING (Illinois) LLC 199 E North Ave GLENDALE HEIGHTS IL 60139 (630) 407-9521 25936
Tri City Foods of Illinois, LLC 2121 Bloomingdale Road GLENDALE HTS IL 60139-1851 (630) 894-2510 1848
Tri City Foods of Illinois, LLC 1834 Waukegan Road GLENVIEW IL 60025-2112 (847) 729-2754 269
Velarde 18401 S. Halsted St GLENWOOD IL 60425 (1708) 755-4243 24701
BRG Liberty, LLC 3406 Nameoki Road GRANITE CITY IL 62040 (1618) 452-5570 702
TOMS KING (Illinois) LLC 159 US Highway 45 GRAYSLAKE IL 60030-2203 (847) 548-6484 9926
TOMS KING (Illinois) LLC 5300 Grand Avenue GURNEE IL 60031-1734 (847) 336-3427 5126
IRMG Burger Restaurants, Inc. 6170 W Grand Ave, Unit 719 GURNEE IL 60031 (224) 381-7414 24270
TA Operating LLC 19N430 US HIGHWAY 20 HAMPSHIRE IL 60140-8205 (847) 683-4550 12616
Velarde 1660 Irving Park Boulevard HANOVER PARK IL 60133-3375 (630) 855-8370 1117
Drury Restaurants, Inc. 512 South Commercial Street HARRISBURG IL 62946-2329 (618) 253-6140 11512
Velarde 301 S Division St HARVARD IL 60033 (815) 770-0179 25638
Homewood Restaurant Services LLC 3200 West 183rd Street HAZEL CREST IL 60430 (708) 816-8451 23185
Tri City Foods of Illinois, LLC 9532 South Roberts Road HICKORY HILLS IL 60457-2239 (708) 598-1831 5042
BRG St. Louis, LLC 12256 Illinois 143 HIGHLAND IL 62249 (1618) 882-6166 26158
Tri City Foods of Illinois, LLC 90 Skokie Valley Highway HIGHLAND PARK IL 60035-4402 (847) 831-0012 419
Velarde 2599 W Higgins Rd HOFFMAN ESTATES IL 60169-2023 (224) 653-8412 21231
TOMS KING (Illinois) LLC 12262 Highway 47 HUNTLEY IL 60142 (847) 515-5036 22413
Carrols LLC 905 West Morton Avenue JACKSONVILLE IL 62650-3145 (217) 243-3388 6084
BRG Liberty, LLC 1304 South State St JERSEYVILLE IL 62052 618-498-7169 10298
Tri City Foods of Illinois, LLC 108 North Larkin Avenue JOLIET IL 60435-6603 (815) 725-7928 189
Tri City Foods of Illinois, LLC 400 East Cass JOLIET IL 60432-2903 (815) 727-4059 1470
Tri City Foods of Illinois, LLC 3130 Plainfield Road JOLIET IL 60435-1194 (815) 254-2347 10291
Tri City Foods of Illinois, LLC 3340 Mall Loop Dr, JOLIET IL 60431 (281) 201-2700 27981
Tri City Foods of Illinois, LLC 439 South Schuyler Avenue KANKAKEE IL 60901-5131 (815) 933-2861 12672
Beaton Inc. 720 Tenney Street KEWANEE IL 61443-3702 (309) 853-9004 9239
Tri City Foods of Illinois, LLC 642 South Rand Road LAKE ZURICH IL 60047-2469 (224) 286-1339 3569
Tri City Foods of Illinois, LLC 18156 South Torrence Avenue LANSING IL 60438-2146 (708) 474-2660 1217

43
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Tri City Foods of Illinois, LLC 16791 Torrence Avenue LANSING IL 60438-6018 (708) 895-2009 5983
Velarde 1276 State Street LEMONT IL 60439-4489 (630) 243-6142 12832
Tri City Foods of Illinois, LLC 1326 South Milwaukee Avenue LIBERTYVILLE IL 60048-3795 (847) 367-8969 3274
BRG Liberty, LLC 2 Corvette Drive LITCHFIELD IL 62056 217-321-4509 12117
Tri City Foods of Illinois, LLC 919 East 9th Street LOCKPORT IL 60441-3216 (815) 838-3547 2748
Tri City Foods of Illinois, LLC 1021 East St. Charles Road LOMBARD IL 60148-2059 (630) 317-7495 218
Tri City Foods of Illinois, LLC 401 E Roosevelt Rd LOMBARD IL 60148-4629 (630) 317-7780 5956
Tri City Foods of Illinois, LLC 545 West North Avenue LOMBARD IL 60148-1127 (630) 629-7974 13437
Velarde 4010 Stadium Drive LOVES PARK IL 61111 (815) 885-8742 28195
Davekiz, Inc. 1804 East Riverside Boulevard LOVES PARK IL 61111 (815) 633-9800 5964
Tri City Foods of Illinois, LLC 8526 Ogden Ave LYONS IL 60534-1037 (708) 442-5789 10393
Opheim 630 Machesney Road MACHESNEY PARK IL 61115 (815) 282-1732 5565
BRG LAD, LLC 1701 East Jackson St MACOMB IL 61455 309-833-2919 13010
Drury Restaurants, Inc. 1100 N Halfway Rd MARION IL 62959-0000 (618) 997-6571 5866
Tri City Foods of Illinois, LLC 15901 Kedzie Avenue MARKHAM IL 60428-5539 (708) 331-5122 5122
Tri City Foods of Illinois, LLC 4420 LINCOLN HWY MATTESON IL 60443-2313 (708) 747-6141 4594
Tri City Foods of Illinois, LLC 113 West Roosevelt Road MAYWOOD IL 60153-3330 (708) 681-4141 1866
Tri City Foods of Illinois, LLC 49 West Lake Street MAYWOOD IL 60153-1623 (708) 345-1501 14291
TOMS KING (Illinois) LLC 4417 W Elm St MCHENRY IL 60050-4011 (815) 385-6745 2179
TOMS KING (Illinois) LLC 2180 North Richmond Road MCHENRY IL 60051-5421 (815) 344-3850 12090
Tri City Foods of Illinois, LLC 1550 West North Avenue MELROSE PARK IL 60160-1317 (708) 681-1895 4137
Tri City Foods of Illinois, LLC 14300 S. Cicero Avenue MIDLOTHIAN IL 60445-2534 (708) 597-9520 1397
Tri City Foods of Illinois, LLC 9647 W 191st St. MOKENA IL 60448 708-478-6850 26245
Crown Ventures Iowa Inc. 4040 38th Avenue MOLINE IL 61265 (309) 517-6448 4297
Tri City Foods of Illinois, LLC 3 Gladiolus St MOMENCE IL 60954-1767 (815) 472-6000 7722
Tri City Foods of Illinois, LLC 5801 W. Monee-Manhattan Rd MONEE IL 60449-9597 (708) 534-7925 9158
Beaton Inc. 1130 North Main Street MONMOUTH IL 61462-1209 (309) 734-7782 9139
Velarde 1385 Douglas Road MONTGOMERY IL 60538-1651 (630) 859-1180 2160
Tri City Foods of Illinois, LLC 1957 US Rt 30 Hwy MONTGOMERY IL 60538-7100 (630) 844-6589 16875
Tri City Foods of Illinois, LLC 1881 North Division MORRIS IL 60450-1126 (815) 705-0904 7143
Group 2029, Inc 1810 North Morton Avenue MORTON IL 61550-1414 (309) 266-8300 10361
Carrols LLC 730 N Walnut St MOUNT CARMEL IL 62863-1466 (1618) 262-2071 11549
Carrols LLC 4601 Broadway St MOUNT VERNON IL 62864-6722 (618) 242-5937 10816
Tri City Foods of Illinois, LLC 1205 East Central Road MT PROSPECT IL 60056-2648 (847) 699-6493 119
BRG Quikserve, LLC 1700 South 10th St MT VERNON IL 62864 618-244-9467 9164
Tri City Foods of Illinois, LLC 1520 South Lake Street MUNDELEIN IL 60060-4211 (847) 566-6420 2230
Tri City Foods of Illinois, LLC 721 South Midlothian Road MUNDELEIN IL 60060-2686 (847) 970-7537 13108
Tri City Foods of Illinois, LLC 506 South Washington Street NAPERVILLE IL 60540-6642 (630) 717-1261 188
Tri City Foods of Illinois, LLC 2040 Aurora Avenue NAPERVILLE IL 60540-0963 (630) 527-9931 9639
Tri City Foods of Illinois, LLC 2060 95th Street NAPERVILLE IL 60564-8925 (630) 904-9039 10319
Tri City Foods of Illinois, LLC 1304 South Naper Boulevard NAPERVILLE IL 60540-8362 (630) 637-1880 11740
Beta of N.L. Inc. 720 W Maple St NEW LENOX IL 60451-1638 (815) 463-0028 10208
Tri City Foods of Illinois, LLC 7133 West Dempster NILES IL 60714-2131 (847) 965-4280 121
Group 2029, Inc 1617 North Main Street NORMAL IL 61761-1113 (309) 451-8844 11861
Tri City Foods of Illinois, LLC 4330 North Harlem Avenue NORRIDGE IL 60706-1215 (708) 452-4280 1202
Tri City Foods of Illinois, LLC 2320 Green Bay Road NORTH CHICAGO IL 60064-3009 (224) 656-6319 7245
Tri City Foods of Illinois, LLC 59 E. North Ave. NORTHLAKE IL 60164-2518 (708) 345-3689 16489
BRG St. Louis, LLC 1751 Frank Scott Parkway East O FALLON IL 62269 (1618) 726-2074 28764
Tri City Foods of Illinois, LLC 4545 West 95th Street OAK LAWN IL 60453-2628 (708) 424-3649 9906
BRG Quikserve, LLC 905 Hen House Road OKAWVILLE IL 62271 618-243-2013 10657
Carrols LLC 401 South West Street OLNEY IL 62450-1218 (618) 392-2916 9254
Tri City Foods of Illinois, LLC 9279 West 159th Street ORLAND HILLS IL 60487-5977 (708) 460-4484 7545

44
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Tri City Foods of Illinois, LLC 14601 S LaGrange Road ORLAND PARK IL 60462 (708) 966-0671 23377
Velarde 2320 Route 34 OSWEGO IL 60543-0000 (630) 554-0218 16573
Velarde 209 E Norris Dr OTTAWA IL 61350-1516 (815) 433-4732 1747
Tri City Foods of Illinois, LLC 75 W NORTHWEST HWY PALATINE IL 60067-3570 (847) 705-7409 8133
Carrols LLC 114 West Jasper Street PARIS IL 61944-2805 (217) 466-3106 9710
Tri City Foods of Illinois, LLC 3140 Belvidere Road PARK CITY IL 60085-6016 (847) 662-6700 3081
Group 2029, Inc 2901 Court Street PEKIN IL 61554-6203 (309) 347-2248 1142
Group 2029, Inc 3129 N. University Street PEORIA IL 61604-1316 (309) 686-7139 16027
Group 2029, Inc 9111 N. Allen Rd PEORIA IL 61615-1543 (309) 692-2994 17331
Group 2029, Inc 1705 Knoxville Rd PEORIA IL 61603 (309) 713-3809 24989
Velarde 723 Shooting Park PERU IL 61354-1877 (815) 223-1784 1752
S. B. F. F. , Inc 3130 May Road PERU IL 61354-9618 (815) 223-3895 9312
Tri City Foods of Illinois, LLC 11740 S Route 59 PLAINFIELD IL 60585-4726 (779) 234-6826 16384
Tri City Foods of Illinois, LLC 6200 Lakeside Drive PLANO IL 60545-9400 (630) 552-0529 11289
Group 2029, Inc 600 S Newport Rd PONTIAC IL 61764-9660 (815) 842-2029 7045
BRG St. Louis, LLC 1301 E Chain of Rocks Rd PONTOON BEACH IL 62040 (1618) 491-3278 26132
BRG LAD, LLC 421 North 36th St QUINCY IL 62301 217-223-8000 7924
BRG LAD, LLC 635 Broadway St QUINCY IL 62301 217-641-1031 16283
Group 2029, Inc 720 West Champaign Ave. RANTOUL IL 61866-2117 (217) 892-4670 15868
Beaton Inc. 1509 First Avenue ROCK FALLS IL 61071-3032 (815) 625-8505 11230
Velarde 1138 East State Street ROCKFORD IL 61104-2211 (1815) 962-6820 437
Davekiz, Inc. 909 West Riverside Boulevard ROCKFORD IL 61103 (815) 877-1540 621
Rock King, L.P. 3342 South Alpine Road ROCKFORD IL 61109-2639 (815) 874-0550 9071
Velarde 7510 East State Street ROCKFORD IL 61108-2716 (815) 399-7750 10234
Rock King, L.P. 7197 Charles Street ROCKFORD IL 61112-2004 (815) 332-5468 13305
Davekiz, Inc. 2911 Auburn Street ROCKFORD IL 61101 (815) 964-6223 6659
Tri City Foods of Illinois, LLC 1901 West Algonquin Road ROLLING MEADOWS IL 60008-4101 (847) 255-9310 2717
Tri City Foods of Illinois, LLC 304 N. Independence ROMEOVILLE IL 60446-1816 (815) 886-9055 1825
Tri City Foods of Illinois, LLC 1290 Normantown Road ROMEOVILLE IL 60446-4253 (815) 886-3615 12115
Davekiz, Inc. 5110 Edgemere Court ROSCOE IL 61073 (815) 623-3237 10233
TOMS KING (Illinois) LLC 250 W Rollins Rd ROUND LAKE BEACH IL 60073-1324 (847) 546-3663 11505
Carrols LLC 1600 West Main SALEM IL 62881-3851 (618) 548-4740 8797
Tri City Foods of Illinois, LLC 1210 E Church Street SANDWICH IL 60548 (815) 570-2455 25406
Group 2029, Inc* 1325 N Dunlap Ave SAVOY IL 61874-9635 (217) 954-1442 18143
Tri City Foods of Illinois, LLC 1015 South Roselle Road SCHAUMBURG IL 60193-3960 (847) 985-2072 3418
IRMG Burger of Woodfield, Inc. 5 Woodfield Mall VC09 SCHAUMBURG IL 60173 (630) 912-9938 27831
Army Air Force Exchange Services Building 1649 SCOTT AFB IL 62222-0000 (618) 744-1747 5972
Tri City Foods of Illinois, LLC 100 E. Jefferson SHOREWOOD IL 60404 (815) 744-5298 9643
Velarde 3850 West Dempster SKOKIE IL 60076-2234 (847) 423-2193 120
Tri City Foods of Illinois, LLC 5315 West Touhy SKOKIE IL 60077-3247 (847) 763-1889 12324
MJG Enterprises, LLC 3626 Touhy Ave SKOKIE IL 60076-3943 (847) 679-4050 20370
Tri City Foods of Illinois, LLC 3219 Chicago Rd SOUTH CHICAGO HEIGHTS IL 60411-5420 (708) 754-6090 1216
Velarde 200 Sundown SOUTH ELGIN IL 60177-1100 (224) 856-5038 6077
SOUTH HOLLAND RESTAURANT SERVICES, LLC 16224 S Park Ave SOUTH HOLLAND IL 60473-2268 (708) 566-4541 20733
Carrols LLC 2651 S Veterans Pkwy SPRINGFIELD IL 62704-6401 (217) 793-8777 6160
Carrols LLC 2900 South 6th. Street SPRINGFIELD IL 62703-5904 (217) 527-8130 8130
Carrols LLC 3200 Northfield Drive SPRINGFIELD IL 62702-1400 (217) 544-9020 9020
Carrols LLC 510 West Jefferson Street SPRINGFIELD IL 62702-5014 (217) 528-2655 16026
Carrols LLC 1351 S Dirksen Parkway SPRINGFIELD IL 62703 (1217) 753-4763 27062
Velarde 959 S Randall Rd ST CHARLES IL 60174-1556 (630) 549-7269 17522
Velarde 111 East Irving Park Road STREAMWOOD IL 60107-2950 (630) 823-8649 13456
Tri City Foods of Illinois, LLC 106 East Northpoint Drive STREATOR IL 61364-1174 (815) 672-5310 6447

45
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Tri City Foods of Illinois, LLC 7205 Archer Avenue SUMMIT IL 60501-1215 (708) 496-3404 1143
Swansea Restaurant Services, LLC 118 Rosewood Village Dr # 144 SWANSEA IL 62226-2301 (618) 233-1600 21747
Statny Foods, Inc. 1501 DeKalb Ave SYCAMORE IL 60178 (815) 895-9930 22745
Group 2029, Inc 1629 Georgetown Rd TILTON IL 61832-8101 (217) 431-2715 7880
Tri City Foods of Illinois, LLC 18301 Harlem Avenue TINLEY PARK IL 60477-3685 (708) 532-3696 8581
Velarde 7135 W 159th St TINLEY PARK IL 60477-1604 (708) 444-1142 17791
BRG Liberty, LLC 708 Edwardsville Rd TROY IL 62294 618-667-8390 9655
Group 2029, Inc 1004 East South Line Road TUSCOLA IL 61953-2044 (217) 253-2757 9024
Group 2029, Inc 1708 Philo Road URBANA IL 61802-6014 (217) 344-2855 17019
Group 2029, Inc 1106 West University Avenue URBANA IL 61801 (217) 607-1351 23064
BRG Liberty, LLC 701 Veterans Ave VANDALIA IL 62471 618-283-1428 13760
Tri City Foods of Illinois, LLC 2s551 Route 59 WARRENVILLE IL 60555-1254 (630) 393-6009 5363
Drury Restaurants, Inc. 800 North Market WATERLOO IL 62298-1050 (618) 939-6565 7684
Tri City Foods of Illinois, LLC 465 West Liberty Street WAUCONDA IL 60084-2452 (847) 526-3963 11416
Tri City Foods of Illinois, LLC 1510 North Lewis Avenue WAUKEGAN IL 60085-1760 (224) 637-3568 156
TOMS KING (Illinois) LLC 850 North Green Bay Avenue WAUKEGAN IL 60085-2238 (847) 263-7254 7269
Tri City Foods of Illinois, LLC 3125 North Lewis WAUKEGAN IL 60087-2254 (847) 662-3575 11364
B Rest, LLC 1 Carrier Lane WENONA IL 61377-9407 (815) 853-4454 15420
Tri City Foods of Illinois, LLC 340 S Neltnor Blvd WEST CHICAGO IL 60185-2928 (630) 231-2384 2672
Velarde 11124 West 31st Avenue WESTCHESTER IL 60154-5000 (708) 397-4192 5597
Tri City Foods of Illinois, LLC 4 West 63rd Street WESTMONT IL 60559-2606 (630) 719-9490 11586
Tri City Foods of Illinois, LLC 425 West Dundee Road WHEELING IL 60090-2765 (847) 537-5540 3953
Tri City Foods of Illinois, LLC 6930 South Route 83 WILLOWBROOK IL 60527-2201 (630) 654-1612 1170
Tri City Foods of Illinois, LLC 715 West Baltimore Avenue WILMINGTON IL 60481-1283 (815) 476-2315 10215
Tri City Foods of Illinois, LLC 309 W Irving Park Rd WOOD DALE IL 60191-1357 (630) 227-1714 9982
BRG St. Louis, LLC 1151 Vaughn Road WOOD RIVER IL 62095 (1618) 471-5110 24919
TOMS KING (Illinois) LLC 601 South Eastwood WOODSTOCK IL 60098-4632 (815) 334-8633 9181
Tri City Foods of Illinois, LLC 1835 Marketview Drive, YORKVILLE IL 60560 (630) 385-2498 25545
Tri City Foods of Illinois, LLC 2213 Sheridan Road ZION IL 60099-2328 (847) 872-6616 3849
Carrols LLC 5607 S Scatterfield Road ANDERSON IN 46013-3142 (765) 649-9133 5272
Carrols LLC 2910 Broadway St. ANDERSON IN 46012-1341 (765) 640-8039 8468
Carrols LLC 1804 N Wayne Street ANGOLA IN 46703-2357 (260) 665-6955 6485
Carrols LLC 1105 West 7th Street AUBURN IN 46706-2016 (219) 927-9205 9012
Carrols LLC 13830 Wilson Creek Rd AURORA IN 47001 (812) 926-4131 6186
Haas/Haas/Haas 8042 EAST US HWY. 36 AVON IN 46123 (317) 272-0413 6794
Piotrowski/Piotrowski 120 State Rd 46 BATESVILLE IN 47006 (812) 932-0079 29836
Carrols LLC 2601 West 16th Street #270 BEDFORD IN 47421-3503 (812) 275-0717 5511
Carrols LLC 2498 South Walnut Street BLOOMINGTON IN 47401-7735 (812) 339-6768 4275
Carrols LLC 3750 West Third Street BLOOMINGTON IN 47404-4862 (812) 330-9132 7217
Carrols LLC 2718 E 3rd St. BLOOMINGTON IN 47401 (812) 339-8277 25961
Carrols LLC 974 W. Main St. BOONVILLE IN 47601 812-202-0833 27049
Haas/Haas/Haas 995 West State Road #42 BRAZIL IN 47834 (812) 448-2262 7806
Haas/Haas/Haas 1050 North Green Street BROWNSBURG IN 46112 (317) 852-9889 6061
Carrols LLC 14933 N Meridian St CARMEL IN 46032-1385 (317) 580-0438 7582
Carrols LLC 999 East SR 234 CAYUGA IN 47928-0000 (765) 492-4192 12095
Tri City Foods of Indiana, LLC 9810 West 133rd Avenue CEDAR LAKE IN 46303-8520 (219) 374-5934 5546
Tri City Foods of Indiana, LLC 535 Indian Boundary Road CHESTERTON IN 46304-1514 (219) 926-4886 5158
Carrols LLC 915 E Lewis And Clark Pkwy CLARKSVILLE IN 47129-2213 (812) 282-2464 6612
Carrols LLC 499 North Main Street COLUMBIA CITY IN 46725-1311 (260) 244-4641 6389
Piotrowski/Piotrowski 2710 25th Street COLUMBUS IN 47203 (812) 372-7415 4693
Piotrowski/Piotrowski 2725 W Johnathon Moore Pike COLUMBUS IN 47201 (812) 378-4816 6253
Carrols LLC 3900 N. Western Ave CONNERVILLE IN 47331 (765) 825-2771 22740

46
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Carrols LLC 2370 Landmark Road CORYDON IN 47112-3039 (812) 738-4040 6293
Carrols LLC 1512 South Washington CRAWFORDSVILLE IN 47933-3813 (765) 361-1571 10644
Tri City Foods of Indiana, LLC 1137 North Main Street CROWN POINT IN 46307-2714 (219) 663-0733 4375
Carrols LLC 334 North 13th Street DECATUR IN 46733-1414 (219) 728-4831 9157
Tri City Foods of Indiana, LLC 996 Joliet Street DYER IN 46311-1921 (219) 322-7267 7267
Tri City Foods of Indiana, LLC 621 West Chicago Avenue EAST CHICAGO IN 46312-3219 (219) 397-3534 3695
Gregory/Gregory 1440 Nappanee Street ELKHART IN 46514 (574) 294-3176 3840
Gregory/Gregory 2715 Cassapolis Road ELKHART IN 46514-5131 (574) 262-4898 4259
Gregory/Gregory 834 E. Beardsley Street ELKHART IN 46514-3510 (574) 262-0421 7168
Carrols LLC 4400 N. First Avenue EVANSVILLE IN 47710-3622 (812) 426-0303 1264
Carrols LLC 1301 Covert Avenue EVANSVILLE IN 47714-3501 (812) 476-4867 2243
Carrols LLC 2501 Menards Drive EVANSVILLE IN 47715 (812) 471-9730 22991
Carrols LLC 1100 Hirchland Rd EVANSVILLE IN 47715 (812) 473-5808 23791
Carrols LLC 1826 Bluffton Rd FORT WAYNE IN 46809-1306 (219) 747-5318 2258
Carrols LLC 4510 Maplecrest Rd FORT WAYNE IN 46835-3970 (219) 485-5947 4707
Bennett Management Corp. 2511 Spy Run Ave FORT WAYNE IN 46805-3257 (260) 484-0390 4970
Carrols LLC 232 E Pettit Ave FORT WAYNE IN 46806-3005 (260) 744-3095 5250
Carrols LLC 7616 State Road 930 FORT WAYNE IN 46803-1766 (260) 749-8739 5323
Carrols LLC 6402 W Jefferson Blvd FORT WAYNE IN 46804-6204 (260) 436-1520 5790
Carrols LLC 6225 Lima Road FORT WAYNE IN 46818-1427 (260) 489-9050 8203
Carrols LLC 324 East Jefferson Street FORT WAYNE IN 46802-3114 (260) 426-9097 10436
Carrols LLC 3710 East Dupont Road FORT WAYNE IN 46825-2454 (219) 484-6651 11445
Carrols LLC 10201 Illinois Road FORT WAYNE IN 46814-8971 (260) 625-6450 14517
Carrols LLC 2201 East Wabash FRANKFORT IN 46041-2890 (765) 659-0801 7908
Premier Foods, Inc.* 1079 North Morton Street FRANKLIN IN 46131 (317) 346-9799 7447
Piotrowski/Piotrowski 200 Paris Drive FRANKLIN IN 46131 (317) 888-6567 8503
Tri City Foods of Indiana, LLC 1600 West 35th Avenue GARY IN 46408-1400 (219) 884-2357 4590
Carrols LLC 5038 S. Kay Bee Drive GAS CITY IN 46933-6600 (765) 998-0549 10627
Bravokilo, Inc. 1709 Elkhart Road GOSHEN IN 46526-1912 (574) 533-6115 4276
Bravokilo, Inc. 1911 Lincoln Way East GOSHEN IN 46526-6415 (574) 534-2272 7433
Bravokilo, Inc. 4014 ELKHART RD GOSHEN IN 46526-5795 (574) 875-6838 10568
Haas/Haas/Haas 66 PUTNAM COUNTY PLZ GREENCASTLE IN 46135 (765) 653-2960 6431
Carrols LLC 702 Lorey Lane GREENDALE IN 47025-8543 (812) 537-9154 14346
Premier Foods, Inc. 1620 North State Street GREENFIELD IN 46140 (317) 467-1398 2997
Carrols LLC 2706 North 600 West GREENFIELD IN 46140-9643 (317) 891-0302 13517
Piotrowski/Piotrowski 2015 N State Road 3 Byp GREENSBURG IN 47240 (812) 663-2926 5810
Premier Foods, Inc. 765 County Line Road GREENWOOD IN 46142 (317) 881-9222 1720
Carrols LLC 714 U. S. 31 South GREENWOOD IN 46143-2401 (317) 881-2209 7295
Piotrowski/Piotrowski 5979 N St. Rd 135 GREENWOOD IN 46143 (317) 530-2978 24680
Tri City Foods of Indiana, LLC 1201 E. Ridge Road GRIFFITH IN 46319-1461 (219) 838-8555 1345
Tri City Foods of Indiana, LLC 1801 45th Avenue GRIFFITH IN 46319-3702 (219) 922-0594 10394
Velarde 6904 Kennedy Ave. HAMMOND IN 46323-2209 (219) 554-3617 3021
Carrols LLC 2003 North Walnut Street HARTFORD CITY IN 47348-1365 (765) 348-9714 12948
Tri City Foods of Indiana, LLC 10319 Indianapolis Boulevard HIGHLAND IN 46322-3509 (219) 924-0049 9712
Tri City Foods of Indiana, LLC 715 North Hobart Road HOBART IN 46342-2445 (219) 942-4898 720
Carrols LLC 1918 North Jefferson Street HUNTINGTON IN 46750-1351 (260) 356-3508 5413
Carrols LLC 5199 W Washington Street INDIANAPOLIS IN 46241-2205 (317) 244-2861 1843
Carrols LLC 3823 South Emerson INDIANAPOLIS IN 46203-5924 (317) 784-5268 1949
Carrols LLC 7430 Rockville Road INDIANAPOLIS IN 46214-3070 (317) 271-2538 2234
Carrols LLC 3303 West 86th Street INDIANAPOLIS IN 46268-1900 (317) 876-3248 4948
Carrols LLC 9971 East Washington Street INDIANAPOLIS IN 46229-3039 (317) 897-5267 5009
Carrols LLC 3311 Kentucky Avenue INDIANAPOLIS IN 46221-2305 (317) 241-3048 5630

47
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Carrols LLC 5480 Georgetown Rd INDIANAPOLIS IN 46254-3781 (317) 299-9939 5631
Carrols LLC 3401 West 16th Street INDIANAPOLIS IN 46222-2646 (317) 638-0476 5883
Haas/Haas/Haas 9533 Corporation Drive INDIANAPOLIS IN 46256-1033 (317) 578-2484 7294
Dankert 4210 Killdeer Dr INDIANAPOLIS IN 46237-3256 (317) 783-4270 7406
Haas/Haas/Haas 6971 WEST 38TH STREE INDIANAPOLIS IN 46254 (317) 293-1845 7495
Carrols LLC 2502 East Raymond Street INDIANAPOLIS IN 46203-4558 317-781-6772 8504
Haas/Haas/Haas 8310 West 10th Street INDIANAPOLIS IN 46234 (317) 271-7136 8653
Carrols LLC 11741 Pendleton Pike INDIANAPOLIS IN 46236-3909 (317) 826-0044 8715
Carrols LLC 7620 Shadeland Avenue INDIANAPOLIS IN 46250-2082 (317) 595-0956 8821
Carrols LLC 4883 Kentucky Avenue INDIANAPOLIS IN 46221-3533 (317) 856-1923 9047
Carrols LLC 3650 S. Keystone Avenue INDIANAPOLIS IN 46227-3508 (317) 788-7778 9681
Carrols LLC 5625 Emerson Way INDIANAPOLIS IN 46220-5378 (317) 253-9210 10577
Carrols LLC 410 East Morris Street INDIANAPOLIS IN 46225-2539 (317) 916-9040 10897
Carrols LLC 7140 Georgetown Road INDIANAPOLIS IN 46268-4123 (317) 347-0908 10970
Carrols LLC 2953 Lafayette Road INDIANAPOLIS IN 46222-2113 (317) 931-1655 11212
Carrols LLC 2055 North Shadeland INDIANAPOLIS IN 46219-1733 (317) 375-8782 12445
Carrols LLC 2122 E. 10th Street INDIANAPOLIS IN 46201-2004 (317) 464-1670 12744
Piotrowski/Piotrowski* 7801 S Meridian St INDIANAPOLIS IN 46217 (317) 851-9789 21442
Carrols LLC 7730 Brookville Road INDIANAPOLIS IN 46239 (317) 375-9652 22792
Carrols LLC 3711 Newton Street JASPER IN 47546-8015 (812) 634-9669 5240
Carrols LLC 1434 East Tenth Street JEFFERSONVILLE IN 47130-4205 (812) 282-7951 254
Nashville Quality, LLC 3032 East 10th Street JEFFERSONVILLE IN 47130 (812) 920-0457 22721
Carrols LLC 618 Fairview Blvd KENDALLVILLE IN 46755-2924 (260) 347-9214 7060
Carrols LLC 9229 W. County Road 650 South KNIGHTSTOWN IN 46148-9009 (765) 785-2700 12297
Bravokilo, Inc. 806 South Heaton Street KNOX IN 46534-0000 (574) 772-0703 12551
Damac II, Inc. 1621 East Markland Avenue KOKOMO IN 46901-6231 (765) 452-4227 483
Maplecrest QSR, Inc. 2824 Washington Street KOKOMO IN 46902-0000 (765) 450-5611 1485
Dankert/Dankert/Dankert 402 Arrow Street KOKOMO IN 46902-5389 (765) 864-9017 8188
Bravokilo, Inc. 1012 W State Road 2 West LA PORTE IN 46350-5465 (219) 325-0812 4435
Bravokilo, Inc. 1434 East Lincoln Way LA PORTE IN 46350-8047 (219) 325-9000 14045
Carrols LLC 2338 Teal Road LAFAYETTE IN 47905-2219 (765) 474-1704 5031
Carrols LLC 4092 South Street LAFAYETTE IN 47905-4814 (765) 447-3652 5633
Carrols LLC 2175 Greenbush Street LAFAYETTE IN 47904-2307 (765) 447-4515 14848
Carrols LLC 3555 Promenade Pkwy LAFAYETTE IN 47909-8377 (765) 474-5860 16005
Tri City Foods of Indiana, LLC 2203 Ripley Street LAKE STATION IN 46405-1165 (219) 962-3046 10750
Carrols LLC 2445 North Lebanon Street LEBANON IN 46052-1186 (765) 482-2260 7944
Haas/Haas/Haas 1523 W. South Street LEBANON IN 46052 (765) 481-2160 26974
Carrols LLC 1103 Lincolnway South LIGONIER IN 46767-1736 (260) 894-4045 12945
Carrols LLC 2201 E State Highway 54 LINTON IN 47441-9498 (1812) 847-1820 10353
Dankert/Tiedeman 2320 E Market St LOGANSPORT IN 46947 574-753-2509 26118
Tri City Foods of Indiana, LLC 1620 East Commercial LOWELL IN 46356-2109 (219) 696-3600 10689
Carrols LLC 544 Clifty Dr MADISON IN 47250-1609 (812) 273-6293 2729
Carrols LLC 2409 So. Western Street MARION IN 46953-2828 (765) 664-5241 1484
Carrols LLC 1510 Kem Road MARION IN 46952-1855 (765) 664-1815 3010
Carrols LLC 1840 South Ohio Street MARTINSVILLE IN 46151-0000 (765) 349-8839 7359
Carrols LLC 13604 Blue Lick Rd MEMPHIS IN 47143 502-537-1307 27303
Tri City Foods of Indiana, LLC 105 West 61st Avenue MERRILLVILLE IN 46410-2509 (219) 884-1090 3821
Velarde 2936 E 79th Ave MERRILLVILLE IN 46410-5748 (1219) 947-0411 20649
Bravokilo, Inc. 3956 South Franklin MICHIGAN CITY IN 46360-7353 (219) 879-0509 467
Bravokilo, Inc. 530 West Mckinley Avenue MISHAWAKA IN 46545-5520 (574) 259-6344 4216
Bravokilo, Inc. 5809 Grape Road MISHAWAKA IN 46545-1226 (574) 277-4343 4505
Bravokilo, Inc. 2801 East Lincolnway East MISHAWAKA IN 46544-3533 (574) 258-5281 5298

48
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Carrols LLC 1107 North Main Street MONTICELLO IN 47960-1520 (574) 583-3171 6097
Carrols LLC 440 Town Center Road MOORESVILLE IN 46158-1379 (317) 831-8992 6876
Damac II, Inc. 810 E. Mcgalliard Road MUNCIE IN 47303-2081 (765) 282-6557 2991
Bethel Avenue, Inc. 3904 West Bethel MUNCIE IN 47304-5440 (765) 741-9832 9062
Dankert/G & B Management, Inc./Tiedeman 2200 S Madison St. MUNCIE IN 47302 (765) 216-7714 22448
Tri City Foods of Indiana, LLC 7938 Calumet Avenue MUNSTER IN 46321-1216 (219) 836-9176 267
Bravokilo, Inc. 1205 East Market Street NAPPANEE IN 46550-2246 (574) 773-7861 8664
Carrols LLC 2309 State Street NEW ALBANY IN 47150-4926 (812) 949-3142 6101
Carrols LLC 3533 Grantline Road NEW ALBANY IN 47150-2147 (812) 944-6222 6103
Dankert/G & B Management, Inc./Tiedeman 1486 S Memorial Dr NEW CASTLE IN 47362-4903 (765) 521-0976 17866
Carrols LLC 8959 W Bellmoore drive NEWBURGH IN 47630 (812) 858-3931 23792
Carrols LLC 2650 East Cherry Street NOBLESVILLE IN 46060-3115 (317) 770-0895 5577
Carrols LLC 14125 Mundy Drive NOBLESVILLE IN 46060-7219 (317) 770-1216 16105
Bravokilo, Inc. 608 West Talmer NORTH JUDSON IN 46366-1334 (574) 896-5545 10440
Piotrowski/Piotrowski 47 East Main Street NORTH VERNON IN 47265 (812) 352-1955 12840
Carrols LLC 30 Enterprise Drive PENDLETON IN 46064-9038 (765) 778-0363 13581
Dankert/Tiedeman 497 North Broadway PERU IN 46970-1487 (765) 472-4100 9873
Haas/Haas/Haas 6003 Gateway Drive PLAINFIELD IN 46168 (317) 839-5365 9446
Bravokilo, Inc. 2021 North Michigan Street PLYMOUTH IN 46563-1020 (574) 936-5859 4124
Tri City Foods of Indiana, LLC 2595 Willow Creek Road PORTAGE IN 46368-3015 (219) 762-6090 2727
Carrols LLC 1610 North Meridian PORTLAND IN 47371-9301 (260) 726-3709 9713
Carrols LLC 2740 West Broadway PRINCETON IN 47670-9418 (1812) 386-8998 7422
Tri City Foods of Indiana, LLC 9468 W STATE ROAD 114 RENSSALAER IN 47978-8842 (219) 866-8117 6682
Carrols LLC 4360 East Main Street RICHMOND IN 47374-3728 (765) 966-7960 1140
Carrols LLC 1814 National Road West RICHMOND IN 47374-3850 (765) 935-0046 11588
Dankert/G & B Management, Inc./Tiedeman 2440 South Main ROCHESTER IN 46975-8031 (574) 223-8470 13549
Carrols LLC 709 West Ohio Street ROCKVILLE IN 47872-1531 (765) 569-8547 8547
HMS Host Family Restaurants, Inc 3 North Wilbur Shaw Plaza ROLLING PRAIRIE IN 46371 (866) 394-2493 24644
HMSHost Family Restaurants, LLC 1 S Knute Rockne Plaza ROLLING PRAIRIE IN 46371 (866) 394-2493 24645
Nashville Quality, LLC 1303 East Hackberry Street SALAM IN 47167 (812) 883-9288 22795
Tri City Foods of Indiana, LLC 219 U. S. Highway 30 SCHERERVILLE IN 46375-0000 (219) 864-7347 8870
Carrols LLC 983 W. Mc Clain Avenue SCOTTSBURG IN 47170-1129 (812) 752-4422 7172
Carrols LLC 8110 Highway 311 SELLERSBURG IN 47172-1827 (812) 246-8108 7357
Piotrowski/Piotrowski 1941 East Tipton Street SEYMOUR IN 47274 (812) 522-8218 5408
Premier Foods, Inc. 1830 E State Rd 44 SHELBYVILLE IN 46176 (317) 398-0094 5643
Bravokilo, Inc. 121 West La Salle Avenue SOUTH BEND IN 46601-1201 (574) 233-8651 3722
Bravokilo, Inc. 4852 Western Avenue SOUTH BEND IN 46619-2308 (574) 232-3622 6574
Bravokilo, Inc. 1113 Ireland Road SOUTH BEND IN 46614-3446 (574) 291-4300 6622
Bravokilo, Inc. 2171 South Bend Avenue SOUTH BEND IN 46637-5689 (574) 273-2220 7055
Bravokilo, Inc. 3403 Portage Avenue SOUTH BEND IN 46628-6079 (574) 277-6400 8448
Haas/Haas/Haas 6337 CRAWFORDSVILLE RD SPEEDWAY IN 46224 (317) 991-3177 22485
Carrols LLC 873 West Morgan Street SPENCER IN 47460-1137 (1812) 829-2499 9006
Carrols LLC 818 W WOLFE ST SULLIVAN IN 47882-7184 (1812) 268-4977 8675
Bravokilo, Inc. 5202 East 1200 North SYRACUSE IN 46567-1905 (574) 528-6172 11739
Piotrowski/Piotrowski 10385 N US Highway 31 TAYLORSVILLE IN 47280 (812) 526-6330 14231
Carrols LLC 2116 Lafayette Street TERRE HAUTE IN 47805-2918 (812) 466-7408 5804
Carrols LLC 2575 State Road 46 TERRE HAUTE IN 47803-9300 (1812) 877-6619 11099
Carrols LLC 4790 S Us Highway 41 TERRE HAUTE IN 47802-4413 (1812) 299-0609 12490
Carrols LLC 1162 US Highway 40 TERRE HAUTE IN 47885-0000 (812) 533-7312 13396
Carrols LLC 3087 Wabash Avenue TERRE HAUTE IN 47803-1515 (812) 238-9790 14553
Carrols LLC 868 East Jefferson Street TIPTON IN 46072-8750 (765) 675-8985 9143
Tri City Foods of Indiana, LLC 2921 Calumet Ave VALPARAISO IN 46383-2645 (219) 465-0542 3273

49
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Tri City Foods of Indiana, LLC 374 W. U. S. Highway 6 VALPARAISO IN 46385-7920 (219) 763-9666 8944
R.J. Foods, Inc. 555 Morthland Drive VALPARAISO IN 46385 (219) 464-1861 9797
Dankert/Tiedeman 1209 N. Cass WABASH IN 46992-1027 (260) 569-1000 7857
Bravokilo, Inc. 10013 West U.S. Highway 30 WANATAH IN 46390-9542 (219) 773-1332 13830
Bravokilo, Inc. 2920 Frontage Road WARSAW IN 46580-3914 (574) 269-2676 5397
Carrols LLC 1772 County Road 75 E WASHINGTON IN 47501-8552 (1812) 254-6392 8346
Carrols LLC 1069 Sagamore Parkway, West WEST LAFAYETTE IN 47906-1445 (765) 463-6713 473
Carrols LLC 819 E State Rd. 32 WESTFIELD IN 46074 317-439-1794 27776
Nashville Quality, LLC 891 N US Highway 31 WHITELAND IN 46184-1300 (317) 535-7685 12113
Haas/Haas/Haas 6330 Center Drive WHITESTOWN IN 46075 (317) 769-7929 12321
Tri City Foods of Indiana, LLC 1817 Indianapolis Boulevard WHITING IN 46394-1314 (219) 659-4510 3916
Carrols LLC 966 East Washington WINCHESTER IN 47394-9221 (765) 584-3841 14142
Dankert/G & B Management, Inc./Tiedeman 6501 W Kilgore Ave. YORKTOWN IN 47396 765-405-1909 25224
Dharod 2100 North Buckeye ABILENE KS 67410-1574 (785) 340-8991 9746
B Rest, LLC 522 Ames Street BALDWIN CITY KS 66006 (1785) 594-2990 27286
Dharod 1945 South Range Street COLBY KS 67701-4014 (785) 371-3012 6093
Tasty King of Kansas, LLC 34071 Commerce Drive DE SOTO KS 66018 (913) 359-8791 27291
Dharod 1506 N. Nelson Dr. DERBY KS 67037-2549 (316) 243-1974 17475
Dharod 808 W. Wyatt Earp Blvd DODGE CITY KS 67801-4250 (785) 371-3188 7893
Dharod 2743 W. Central EL DORADO KS 67042-3217 (316) 320-9250 16570
Dharod 2725 West 18th Avenue EMPORIA KS 66801-6164 (620) 412-9966 5152
Army Air Force Exchange Services 881 MCCLELLAN AVE FORT LEAVENWORT KS 66027-1361 (913) 651-9511 5340
Army Air Force Exchange Services Building 6922 Custer Hill FORT RILEY KS 66442 (785) 784-5885 5155
Dharod 2415 East Kansas Avenue GARDEN CITY KS 67846-6962 (620) 276-1815 8673
Dharod 1601 Taylor Plaza West GARDEN CITY KS 67846-4025 (785) 371-5108 11056
Dharod 1785 E Santa Fe St GARDNER KS 66030-1657 (785) 371-3013 17099
B Rest, LLC 20300 West Kellogg Drive GODDARD KS 67052 (1111) 111-1111 27287
Dharod 3929 West 10th Street GREAT BEND KS 67530-3550 (316) 882-7104 2360
Dharod 1212 VINE ST HAYS KS 67601-3453 (785) 371-3015 4726
NKS Restaurants, L. C. 403 Arizona HOLTON KS 66436-0000 (785) 364-4800 10218
Dharod 201 East 4th Street HUTCHINSON KS 67501-6963 (316) 243-2661 1669
NKS Restaurants, L. C. 1802 North Washington Street JUNCTION CITY KS 66441-2545 (785) 238-4520 14234
Dharod 7736 State Avenue KANSAS CITY KS 66112-2820 (816) 659-5715 3732
Dharod 3610 State Avenue KANSAS CITY KS 66102-3829 (816) 659-5714 10191
Dharod 4004 Rainbow Boulevard KANSAS CITY KS 66103-2919 (913) 350-2100 10999
Gilbertson Restaurants, LLC 10720 Parallel Pkwy KANSAS CITY KS 66109 (913) 808-5222 23661
Tasty King of Kansas, LLC 391 N. Main St LANSING KS 66043-1394 (913) 250-0025 16024
Dharod 1107 West Sixth Street LAWRENCE KS 66044-2216 (785) 371-3184 4473
Dharod 1100 North 3rd. Street LAWRENCE KS 66044-9170 (785) 371-3187 8728
Dharod 4671 Bauer Farm Drive LAWRENCE KS 66049-9084 (785) 727-2990 18295
Dharod 1501 North Kansas Street LIBERAL KS 67901-5202 (620) 624-3360 9818
Dharod 1500 West Amity Road LOUISBURG KS 66053-4086 (785) 241-8335 9554
B Rest, LLC 5340 North Maize Road MAIZE KS 67101 (316) 721-7716 27584
NKS Restaurants, L. C. 1328 Laramie MANHATTAN KS 66502-4005 (785) 537-1045 5957
NKS Restaurants, L. C. 401 Mccall Rd MANHATTAN KS 66502-5001 (785) 537-5170 21514
NKS Restaurants, L. C. 2201 E Kansas Ave MCPHERSON KS 67460 (620) 480-2619 23634
Tasty King of Kansas, LLC 6880 Johnson Drive MISSION KS 66202-2310 (913) 384-4097 12264
Dharod 620 S. E. 36 Street NEWTON KS 67114-8777 (316) 243-5988 9819
Tasty King of Kansas, LLC 489 N Kansas Highway 7 OLATHE KS 66061-4040 (913) 390-0031 17451
Dharod 10560 S Ridgeview Rd OLATHE KS 66061-6440 (913) 839-7362 17967
Dharod 205 E. 23rd Street OTTAWA KS 66067-9538 (785) 241-6521 10411
Ad Astra Restaurants, Inc 7530 Metcalf Avenue OVERLAND PARK KS 66204-2926 (913) 649-9890 3878

50
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Dharod 11174 Antioch OVERLAND PARK KS 66210-2420 (913) 278-0008 5785
Dharod 11810 W 135th St OVERLAND PARK KS 66221-9399 (816) 394-9142 17997
Dharod 302 Hedge Ln PAOLA KS 66071-1887 (913) 294-8469 17801
B Rest, LLC 5410 Air Cap Drive PARK CITY KS 67219 (1316) 821-9373 28991
NKS Restaurants, L. C. 2723 N Broadway PITTSBURG KS 66762 (620) 308-1008 25701
Tasty King of Kansas, LLC 4811 Roe Boulevard ROELAND PARK KS 66205-1136 (913) 362-9224 12313
NKS Restaurants, L. C. 316 East Iron Street SALINA KS 67401-2633 (785) 823-1527 3597
NKS Restaurants, L. C. 2650 South 9th. Street SALINA KS 67401-7638 (785) 827-1730 10701
Shawnee Restaurant Services, LLC 13241 Shawnee Mission Pkwy SHAWNEE KS 66216-1801 (913) 631-0191 20773
NKS Restaurants, L. C. 6002 S. W. Tenth Street TOPEKA KS 66615-3814 (785) 272-9566 4582
NKS Restaurants, L. C. 2817 S.E. California TOPEKA KS 66605-1712 (785) 267-5239 5492
NKS Restaurants, L. C. 3690 S. W. Topeka Blvd. TOPEKA KS 66611-2373 (785) 730-8411 5880
NKS Restaurants, L. C. 1800 South West 10th Street TOPEKA KS 66604-1402 (785) 232-6978 7061
NKS Restaurants, L. C. 2110 nw topeka blvd TOPEKA KS 66608 (785) 596-0100 26116
Dharod 2150 W. 21st Street WICHITA KS 67203-2109 (316) 838-6136 1694
Dharod 740 North Tyler WICHITA KS 67212-3617 (316) 941-8198 1915
Dharod 2111 North Woodlawn WICHITA KS 67208-1841 (316) 243-2049 3552
Dharod 418 S. West Street WICHITA KS 67213-2108 (316) 941-7764 4299
Dharod 1909 East Pawnee WICHITA KS 67211-5346 (316) 854-0000 9319
Dharod 4220 East Harry WICHITA KS 67218-3720 (316) 243-1668 13339
Dharod 11551 East Kellogg WICHITA KS 67207-1930 (316) 681-1625 14494
Dharod 2309 S. Seneca WICHITA KS 67213-4226 (316) 712-4040 15822
Dharod 1104 North Broadway WICHITA KS 67214-2805 (316) 854-0110 16064
Dharod 528 North Oliver WICHITA KS 67208-4034 (316) 854-0144 16600
Dharod 3500 South Meridian Avenue WICHITA KS 67217-2100 (316) 243-0429 17368
Dharod 200 S Rock Rd WICHITA KS 67207-1154 (316) 243-2048 17540
Dharod 501 E 47th St. WICHITA KS 67216 (316) 941-8199 27826
Nashville Quality, LLC 699 North Cross Street ALBANY KY 42602-1709 (606) 387-9757 9680
Carrols LLC 7914 Alexandria Pike ALEXANDRIA KY 41001-1189 (859) 448-9144 12123
Ampler Burgers Ohio LLC 1240 Winchester Avenue ASHLAND KY 41101-7533 (606) 920-7293 2726
Ampler Burgers Ohio LLC 10763 US Route 60 ASHLAND KY 41102 (606) 928-6927 10653
Conley 1082 S. US Highway 25 East BARBOURVILLE KY 40906-8003 (606) 546-8221 6184
JPL Management, Inc. 98 W John Rowan Blvd BARDSTOWN KY 40004 (502) 348-0538 6318
JPL Management, Inc. 1697 North Main St. BEAVER DAM KY 42320 (270) 363-2135 27035
B Rest, LLC 100 Prince Royal Dr BEREA KY 40403 (1859) 985-6967 27763
JPL Management, Inc. 3020 Scottsville Road BOWLING GREEN KY 42104 (270) 782-2910 6128
JPL Management, Inc. 731 Campbell Lane BOWLING GREEN KY 42104 (270) 846-1989 11192
JPL Management, Inc. 6840 Louisville Rd BOWLING GREEN KY 42101 (270) 904-2915 22788
JPL Management, Inc. 348 Bypass Rd BRANDENBURG KY 40108 (270) 422-4318 20639
Carrols LLC 1816 Patrick Drive BURLINGTON KY 41005-8532 (859) 586-0190 12813
JPL Management, Inc. 399 Campbellsville By Pass Rd CAMPBELLSVILLE KY 42718 (270) 465-2342 7356
Carrols LLC 1720 Everly Brothers Boulevard CENTRAL CITY KY 42330-1832 (270) 757-1500 11844
Merrick 101 Dohoney Trace COLUMBIA KY 42728-5531 (270) 380-1544 17863
Conley 1859 Cumberland Falls Hwy CORBIN KY 40701-2731 (606) 526-6626 12296
Carrols LLC 316 Philadelphia Street COVINGTON KY 41011-1236 (859) 292-0720 5435
Carrols LLC 337 Terry Lane CRESCENT SPRINGS KY 41017-1610 (859) 341-1621 3330
Carrols LLC 6402 Claymont Crossing CRESTWOOD KY 40014 502-241-2049 26103
Ampler Burgers Ohio LLC 1560 HUSTONVILLE RD DANVILLE KY 40422-2460 (859) 236-4664 6632
Carrols LLC 3049 Dixie Highway EDGEWOOD KY 41018 (859) 795-3340 22596
JPL Management, Inc. 1036 North Mulberry ELIZABETHTOWN KY 42701 (270) 769-2960 7194
JPL Management, Inc. 3204 Leitchfield Road ELIZABETHTOWN KY 42701 (270) 982-2961 18804
Carrols LLC 4868 Houston Road FLORENCE KY 41042-1363 (859) 282-1199 7751

51
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Carrols LLC 8455 U.S. 42 FLORENCE KY 41042-9656 (859) 647-6792 11778
Army Air Force Exchange Services 5705 Screaming Eagle Boulevard FORT CAMPBELL KY 42223 (931) 431-6923 4699
Army Air Force Exchange Services Building 2840 FORT CAMPBELL KY 42223-0000 (270) 439-3056 7780
Army Air Force Exchange Services Burger King AF (Air Field) FORT CAMPBELL KY 42223-0000 (270) 640-4590 15460
Army Air Force Exchange Services 7970 Strike Blvd FORT CAMPBELL KY 42223-5529 (270) 640-7283 17577
Army Air Force Exchange Services Aafes - Fort Knox FORT KNOX KY 40121-0000 (502) 942-3459 4542
Carrols LLC 3432 Madison Pike FORT WRIGHT KY 41017-9664 (859) 331-7300 8144
JPL Management, Inc. 4225 Nashville Road FRANKLIN KY 42134 (270) 598-0249 9669
Ampler Burgers Ohio LLC 1131 Lexington Road GEORGETOWN KY 40324 (502) 863-4612 4506
Ampler Burgers Ohio LLC 315 Connector Road GEORGETOWN KY 40324-9763 (502) 570-0688 16827
JPL Management, Inc. 124 Rogers Road GLASGOW KY 42141 (270) 651-1565 8292
JPL Management, Inc.* 1020 Old Hwy 60 HARDINSBURG KY 40143 (270) 580-4400 27633
Conley 100 Black Gold CT HAZARD KY 41701-2610 (606) 439-2226 6576
Carrols LLC 2549 North Bend Street HEBRON KY 41048-8714 859-586-9672 12481
JPL Management, Inc. 926 S Lincoln Blvd HODGENVILLE KY 42748 (270) 358-6139 25471
Berg/Berg 2824 Ft. Campbell Boulevard HOPKINSVILLE KY 42240-4972 (270) 632-1438 3666
Carrols LLC 803 South Highway 53 LA GRANGE KY 40031-9531 (502) 222-4800 9307
Ampler Burgers Ohio LLC 1008 Bypass N LAWRENCEBURG KY 40342-9462 (502) 859-0700 18379
Ampler Burgers Ohio LLC 451 W. New Circle Road LEXINGTON KY 40511-1832 (859) 299-1675 1923
Ampler Burgers Ohio LLC 4200 Saron Road LEXINGTON KY 40515-6300 (859) 245-2886 8249
Ampler Burgers Ohio LLC 3348 Clays Mill Road LEXINGTON KY 40503-3415 (859) 224-2665 8725
Ampler Burgers Ohio LLC 2548 Richmond Road LEXINGTON KY 40509-1521 (859) 268-0300 17304
Ampler Burgers Ohio LLC 730 Lane Allen Rd LEXINGTON KY 40504-3614 (859) 260-1151 20867
Conley 1938 London Shopping CTR LONDON KY 40741-0000 (606) 864-7575 5821
Conley 1875 N. Main Street LONDON KY 40741-1021 (606) 864-6700 7141
Ampler Burgers Ohio LLC 115 Louisa Plaza LOUISA KY 41230-1200 (606) 638-9354 9564
Carrols LLC 4030 Shelbyville Rd. LOUISVILLE KY 40207-3109 (502) 896-0498 418
Carrols LLC 3930 Dixie Highway LOUISVILLE KY 40216-4147 (502) 448-1628 514
Carrols LLC 6902 Dixie Highway LOUISVILLE KY 40258-3916 (502) 935-7512 667
Carrols LLC 2700 Crittenden Drive LOUISVILLE KY 40209-1114 (502) 637-2091 3935
Carrols LLC 11300 Preston Hwy LOUISVILLE KY 40229-2862 (502) 968-3139 5755
Carrols LLC 9120 Taylorsville Road LOUISVILLE KY 40299-1752 (502) 499-9500 5756
Carrols LLC 6450 Outer Loop LOUISVILLE KY 40228-1818 (502) 964-9459 8505
Carrols LLC 3701 Diann Marie Road LOUISVILLE KY 40241-3817 502-339-0707 8853
Carrols LLC 1820 Blankenbaker Pkwy LOUISVILLE KY 40299-2402 (502) 266-0190 9709
Carrols LLC 5611 New Cut Road LOUISVILLE KY 40214-5603 (502) 361-7171 10309
Carrols LLC 4620 S Hurstbourne Pkwy LOUISVILLE KY 40299-7388 (502) 493-4545 12094
Carrols LLC 10001 Will Way LOUISVILLE KY 40291-2588 (502) 239-2870 12488
Nashville Quality, LLC 9512 Preston Highway LOUISVILLE KY 40229 (502) 450-6064 22793
Carrols LLC 6300 Greenwood Rd LOUISVILLE KY 40258 502-537-2217 27070
Carrols LLC 10600 Dixie Hwy LOUISVILLE KY 40272 (502) 537-2223 27071
Carrols LLC 1490 Chelsa Drive MADISONVILLE KY 42431-1671 (270) 821-7417 2974
Carrols LLC 1905 South Main Street MADISONVILLE KY 42431-3353 (270) 821-4398 7579
Conley 437 Richmond Road MANCHESTER KY 40962-1269 (606) 598-0626 10695
Berg/Berg 1010 Paris Road MAYFIELD KY 42066 (270) 247-0844 8463
Carrols LLC 418 Market Square Drive MAYSVILLE KY 41056-9183 (606) 759-9550 8483
Merrick 230 N 12th St MIDDLESBORO KY 40965-1030 (606) 248-5002 3599
Ampler Burgers Ohio LLC 109 Wingtip Way MOUNT STERLING KY 40353-9791 (859) 498-4230 9785
JPL Management, Inc. 127 Brookside Ct MT. WASHINGTON KY 40047 (502) 538-6974 17931
Trans Am Restaurants, Inc. 814 North 12 Street MURRAY KY 42071-1666 (270) 759-8266 11452
Carrols LLC 14 Carothers Rd NEWPORT KY 41071-2416 (859) 431-4403 6489
Ampler Burgers Ohio LLC 633 EDGEWOOD DR NICHOLASVILLE KY 40356-2262 (859) 881-1010 20638

52
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Carrols LLC 2230 Us Highway 41 NORTH HENDERSON KY 42420 (270) 831-2768 4099
Berg/Berg 16032 Fort Campbell Blvd OAK GROVE KY 42262 (270) 640-4874 20832
Carrols LLC 1738 Triplett Street OWENSBORO KY 42303-3842 (270) 926-0377 5768
Carrols LLC 2944 West Parrish Avenue OWENSBORO KY 42301-3338 (270) 926-0442 9308
Carrols LLC 2401 Patriot Run OWENSBORO KY 42303 270-689-0032 25053
Drury Restaurants, Inc. 3950 Hinkleville Rd PADUCAH KY 42001-9017 (270) 444-9162 6208
Drury Restaurants, Inc. 1515 Lone Oak Road PADUCAH KY 42003-7904 (270) 443-9195 6520
Drury Restaurants, Inc. 3226 Irvin Cobb Drive PADUCAH KY 42003-0337 (270) 444-8295 11281
Ampler Burgers Ohio LLC 341 N Mayo TRL PAINTSVILLE KY 41240 (606) 789-1061 10785
Ampler Burgers Ohio LLC 116 Lee Ave PIKEVILLE KY 41501-2047 (606) 432-9335 15461
JPL Management, Inc. 225 South Dixie Boulevard RADCLIFF KY 40160 (270) 351-5116 2981
JPL Management, Inc. 3016 S. Dixie Blvd RADCLIFF KY 40160 (270) 351-5181 23856
Ampler Burgers Ohio LLC 500 Hampton Way RICHMOND KY 40475-8680 (859) 625-5049 16844
Berg/Berg 245 Sam Walton Drive RUSSELLVILLE KY 42276 (270) 344-5301 25968
Nashville Quality, LLC 100 Mortown Way SHELBYVILLE KY 40065 (502) 437-2229 25463
Carrols LLC 311 Brenton Way SHEPHERDSVILLE KY 40165-9226 (502) 955-6653 10541
Carrols LLC 315 Keystone Crossing Drive SHEPHERDSVILLE KY 40165 (502) 438-6711 27143
Merrick 4412 South Highway 27 SOMERSET KY 42501-6177 (606) 679-2266 3350
Merrick 45 South Hwy 27 SOMERSET KY 42501-1738 (606) 425-5124 16225
Ampler Burgers Ohio LLC 219 Kroger Way VERSAILLES KY 40383-1995 (859) 873-9010 21403
Carrols LLC 160 Route 338 WALTON KY 41094-0000 (859) 485-1444 9064
Carrols LLC 242 Mary Grubbs Hwy WALTON KY 41094 (859) 485-0213 25314
Conley 579 West Highway 92 WILLIAMSBURG KY 40769-1684 (606) 549-5464 13448
Ampler Burgers Ohio LLC 1 Shoppers Dr WINCHESTER KY 40391-2802 (859) 745-2090 19690
Fast Feeders, Inc. 28 KY 1559 WITTENSVILLE KY 41257-0000 (606) 297-1206 19877
GPS Hospitality Partners IV, LLC 920 N. State St. ABBEVILLE LA 70510 (337) 329-6871 8620
GPS Hospitality Partners IV, LLC 3705 MacArthur Dr. ALEXANDRIA LA 71302 (318) 302-8961 1315
PSE Restaurants LLC 5410 Jackson Street ALEXANDRIA LA 71303-2321 (318) 445-5955 6311
PSE Restaurants LLC 6020 Old Boyce Road ALEXANDRIA LA 71303-5039 (318) 449-8824 9005
Crown Restaurants, LLC 1207 MacArthur Drive ALEXANDRIA LA 71303-3125 (318) 448-0787 12673
Nashville Quality, LLC 1000 West Oak Street AMITE LA 70422-2755 (985) 747-2299 11522
LLRC, Inc. 600 Gap Farm Rd ARCADIA LA 71001-5293 (318) 263-2041 17101
GPS Hospitality Partners IV, LLC 12424 Plank Rd. BAKER LA 70714 (225) 283-8397 1585
GPS Hospitality Partners IV, LLC 1020 East Madison Ave BASTROP LA 71220 (318) 302-8790 1729
GPS Hospitality Partners IV, LLC 4951 Florida Blvd. BATON ROUGE LA 70806 (225) 283-8403 144
GPS Hospitality Partners IV, LLC 5353 Plank Rd. BATON ROUGE LA 70805 (225) 283-8146 180
GPS Hospitality Partners IV, LLC 3100 Highland Rd. BATON ROUGE LA 70802 (225) 283-8234 211
GPS Hospitality Partners IV, LLC 6244 Airline Hwy. BATON ROUGE LA 70812 (225) 283-8202 1149
GPS Hospitality Partners IV, LLC 2192 S. Sherwood Forest Blvd. BATON ROUGE LA 70816 (225) 283-8097 1257
GPS Hospitality Partners IV, LLC 7515 Guy Dr. BATON ROUGE LA 70806 (225) 283-8402 1314
GPS Hospitality Partners IV, LLC 2810 Scenic Hwy. BATON ROUGE LA 70805 (225) 283-8166 1441
GPS Hospitality Partners IV, LLC 7638 Perkins Rd. BATON ROUGE LA 70810 (225) 283-8375 1772
GPS Hospitality Partners IV, LLC 7004 Siegan Lane BATON ROUGE LA 70809 (225) 283-8137 6325
GPS Hospitality Partners IV, LLC 5119 Jones Creek Rd. BATON ROUGE LA 70818 (225) 283-8361 6783
GPS Hospitality Partners IV, LLC 3530 Harding Blvd. BATON ROUGE LA 70807 (225) 283-8160 12661
GPS Hospitality Partners IV, LLC 8915 Florida Blvd. BATON ROUGE LA 70815 (225) 283-8047 13901
GPS Hospitality Partners IV, LLC 9827 Bluebonnet Blvd. BATON ROUGE LA 70810 (225) 283-8365 15973
GPS Hospitality Partners IV, LLC 10130 Coursey Blvd. BATON ROUGE LA 70816 (225) 283-8106 16571
GPS Hospitality Partners IV, LLC 937 U.S. Hwy. 90 - East BAYOU VISTA LA 70380 (985) 272-1839 10764
Brooks Restaurants, Inc 7706 Highway 23 BELLE CHASSE LA 70037 (504) 398-1372 8654
Nashville Quality, LLC 101 Cumberland Street BOGALUSA LA 70427-3101 (985) 732-9014 7179
Nashville Quality, LLC 2830 Airline Drive BOSSIER CITY LA 71111-5804 (318) 703-1419 9066

53
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Nashville Quality, LLC 1985 Airline Drive BOSSIER CITY LA 71112-2448 (318) 549-0622 10739
Nashville Quality, LLC 4950 Barksdale Blvd BOSSIER CITY LA 71112 (318) 588-5830 23300
GPS Hospitality Partners IV, LLC 14157 Hwy. 90 BOUTTE LA 70080 (985) 272-1850 12830
GPS Hospitality Partners IV, LLC 2090 Rees St. BREAUX BRIDGE LA 70517 (337) 329-6323 9450
GPS Hospitality Partners IV, LLC 247 St Nazaire Rd BROUSSARD LA 70518 248-308-1904 25634
GPS Hospitality Partners IV, LLC 3915 N.W. Evangeline Thruway CARENCRO LA 70520 (337) 329-6855 9837
GPS Hospitality Partners IV, LLC 200 E. Judge Perez Dr. CHALMETTE LA 70043 (504) 681-9353 5696
Crown Restaurants, LLC 1413 Ringold COUSHATTA LA 71019-9080 (318) 932-8062 13276
GPS Hospitality Partners IV, LLC 605 North Hwy. 190 East COVINGTON LA 70433 (985) 272-1857 3623
GPS Hospitality Partners IV, LLC 1005 Hwy. 190 Bypass COVINGTON LA 70433 (985) 272-1858 12919
GPS Hospitality Partners IV, LLC 2601 N. Parkerson Ave. CROWLEY LA 70526 (337) 329-6792 5652
GPS Hospitality Partners IV, LLC 16237 E. Main St. CUTOFF LA 70345 (985) 272-1840 7028
GPS Hospitality Partners IV, LLC 1007 Broadway St. DELHI LA 71232 (318) 562-1918 12895
GPS Hospitality Partners IV, LLC 108 East Rushing Rd. DENHAM SPRINGS LA 70727 (225) 283-8316 6418
GPS Hospitality Partners IV, LLC 31706 LA Hwy. 16 DENHAM SPRINGS LA 70726 (225) 283-8314 12007
GPS Hospitality Partners IV, LLC 27818 Juban Rd DENHAM SPRINGS LA 70726 225-304-5739 26885
GPS Hospitality Partners IV, LLC 901 E. 4th St. DEQUINCY LA 70633 (337) 329-6759 11694
GPS Hospitality Partners IV, LLC 711 North Pine DERIDDER LA 70634 (337) 329-6552 5690
Crown Restaurants, LLC 1589 Marchand Dr. DONALDSONVILLE LA 70346 (225) 257-1008 24001
GPS Hospitality Partners IV, LLC 2300 W. Laurel St. EUNICE LA 70535 (337) 329-6515 10572
Army Air Force Exchange Services Fort Polk Burger King FORT POLK LA 71459-0000 (318) 537-3540 8856
GPS Hospitality Partners IV, LLC 1829 Main St. FRANKLIN LA 70538 (337) 329-6794 9853
Nashville Quality, LLC 739 Washington Street FRANKLINTON LA 70438-6900 (985) 839-3080 9221
GPS Hospitality Partners IV, LLC 13455 Hwy. 73 GEISMAR LA 70734 (225) 283-8265 10762
GPS Hospitality Partners IV, LLC 1946 W. Hwy. 30 GONZALES LA 70737 (225) 283-8287 5985
GPS Hospitality Partners IV, LLC 404 Airline Highway GONZALES LA 70737 (225) 283-8075 9804
GPS Hospitality Partners IV, LLC 3863 West Park GRAY LA 70359 (985) 272-1835 11942
GPS Hospitality Partners IV, LLC 14280 Greenwell Springs Rd. GREENWELL SPRINGS LA 70739 (225) 283-8093 9692
GPS Hospitality Partners IV, LLC 580 Terry Pkwy. GRETNA LA 70053 (504) 681-9359 1451
GPS Hospitality Partners IV, LLC 2120 W. Thomas HAMMOND LA 70401 (985) 272-1837 1399
GPS Hospitality Partners IV, LLC 1905 S.W. Railroad Ave. HAMMOND LA 70403 (985) 272-1842 2958
GPS Hospitality Partners IV, LLC 46020 N. Puma Dr. HAMMOND LA 70401 (985) 272-1836 10763
GPS Hospitality Partners IV, LLC 19016 Hipark Boulevard HAMMOND LA 70403 (1985) 363-8293 29004
Brooks Restaurants, Inc 5110 Jefferson Hwy HARAHAN LA 70123-5302 (504) 733-4923 21640
GPS Hospitality Partners IV, LLC 3950 Westbank Expressway HARVEY LA 70058 (504) 681-9355 249
GPS Hospitality Partners IV, LLC 3651 Lapalco Blvd. HARVEY LA 70058 (504) 681-9356 6006
GPS Hospitality Partners IV, LLC 1840 Lapalco Blvd. HARVEY LA 70058 (504) 681-9358 11614
GPS Hospitality Partners IV, LLC 6421 West Park HOUMA LA 70364 (985) 272-1855 1181
GPS Hospitality Partners IV, LLC 1209 Grand Caillou Rd. HOUMA LA 70363 (985) 272-1856 1526
GPS Hospitality Partners IV, LLC 1033 W. Tunnel Blvd. HOUMA LA 70360 (985) 272-1853 2957
GPS Hospitality Partners IV, LLC 1637 Martin Luther King Blvd. HOUMA LA 70360 (985) 272-1854 10607
GPS Hospitality Partners IV, LLC 1111 Lowe-Grout Rd. IOWA LA 70647 (337) 329-6048 12820
GPS Hospitality Partners IV, LLC 407 Interstate Dr. JENNINGS LA 70546 (337) 329-6793 9237
GPS Hospitality Partners IV, LLC 615 Old Winnfield Rd. JONESBORO LA 71251 (318) 302-8809 13346
GPS Hospitality Partners IV, LLC 1000-C West Esplanade Ave. KENNER LA 70065 (504) 681-9361 6916
GPS Hospitality Partners IV, LLC 2601 Veterans Memorial Blvd. KENNER LA 70062 (504) 681-9362 6933
GPS Hospitality Partners IV, LLC 1500 Johnston St. LAFAYETTE LA 70503 (337) 329-6163 501
GPS Hospitality Partners IV, LLC 312 Jefferson St. LAFAYETTE LA 70501 (337) 329-6261 1537
GPS Hospitality Partners IV, LLC 3801 Moss St. LAFAYETTE LA 70508 (337) 329-6269 9300
GPS Hospitality Partners IV, LLC 4520 Ambassador Caffery Pkwy. LAFAYETTE LA 70508 (337) 329-6963 9902
GPS Hospitality Partners IV, LLC 2256 Ambassador Caffery Pkwy. LAFAYETTE LA 70506 (337) 329-6947 11488
GPS Hospitality Partners IV, LLC 1726 N. University Ave. LAFAYETTE LA 70507 (337) 329-6311 12752

54
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

GPS Hospitality Partners IV, LLC 2429 W. Pinhook LAFAYETTE LA 70508 (337) 329-6287 13468
GPS Hospitality Partners IV, LLC 5301 Johnston St LAFAYETTE LA 70503 337-329-6474 28284
GPS Hospitality Partners IV, LLC 2500 Hwy. 14 LAKE CHARLES LA 70601 (337) 329-6729 1427
GPS Hospitality Partners IV, LLC 1211 Hwy. 171 LAKE CHARLES LA 70601 (337) 329-6432 1617
GPS Hospitality Partners IV, LLC 108 West McNeese St LAKE CHARLES LA 70605 (337) 329-6599 5862
GPS Hospitality Partners IV, LLC 279 Sam Houston Jones Pkwy. LAKE CHARLES LA 70611 (337) 329-6826 12597
GPS Hospitality Partners IV, LLC 288 West Airline Hwy. LAPLACE LA 70068 985-272-1848 8081
PSE Restaurants LLC 3000 Highway 112 LECOMPTE LA 71346-9525 (318) 776-8272 11560
PSE Restaurants LLC 1305 South 5th Street LEESVILLE LA 71446-4915 (337) 238-1099 2465
Crown Restaurants, LLC 29180 S. Frost Road LIVINGSTON LA 70754 (225) 435-0500 23834
GPS Hospitality Partners IV, LLC 6773 Hwy.1 MANSURA LA 71350 318-302-8782 9920
GPS Hospitality Partners IV, LLC 495 San Antonio Ave. MANY LA 71449 (318) 302-8786 11621
GPS Hospitality Partners IV, LLC 6201 Lapalco Blvd. MARRERO LA 70072 (504) 681-9354 1534
GPS Hospitality Partners IV, LLC 916 Veterans Memorial Blvd. METAIRIE LA 70005 (504) 681-9369 190
GPS Hospitality Partners IV, LLC 8101 Airline Hwy. METAIRIE LA 70003 (504) 681-9363 1337
GPS Hospitality Partners IV, LLC 2100 Clearview Pkwy. METAIRIE LA 70001 (504) 681-9371 5802
Nashville Quality, LLC 201 Homer Road MINDEN LA 71055-2831 (818) 703-1419 4716
GPS Hospitality Partners IV, LLC 1710 Martin Luther King Jr. Dr. MONROE LA 71202 (318) 302-8793 1437
GPS Hospitality Partners IV, LLC 3810 Desiard Rd. MONROE LA 71203 (318) 302-8796 1438
GPS Hospitality Partners IV, LLC 5150 Forsythe Bypass MONROE LA 71201 (318) 302-8795 11979
GPS Hospitality Partners IV, LLC 6426 Hwy. 182 East MORGAN CITY LA 70380 (985) 272-1838 1154
PSE Restaurants LLC 915 Keyser Avenue NATCHITOCHES LA 71457-6267 (318) 356-9384 9862
Crown Restaurants, LLC 5409 University Parkway NATCHITOCHES LA 71457 (318) 352-0927 22672
GPS Hospitality Partners IV, LLC 1419 Center St. NEW IBERIA LA 70560 (337) 329-6375 1425
GPS Hospitality Partners IV, LLC 1100 Parkview NEW IBERIA LA 70563 (337) 329-6376 6149
GPS Hospitality Partners IV, LLC 2919 South Lewis St. NEW IBERIA LA 70560 (337) 329-6361 13081
GPS Hospitality Partners IV, LLC 2423 S. Carrollton Ave. NEW ORLEANS LA 70119 (504) 681-9370 295
GPS Hospitality Partners IV, LLC 1700 St. Charles Ave. NEW ORLEANS LA 70130 (504) 681-9366 360
Brooks Restaurants, Inc 6332 Elysian Fields Avenue NEW ORLEANS LA 70122-4236 (504) 284-4767 375
GPS Hospitality Partners IV, LLC 2727 Canal St. NEW ORLEANS LA 70119 (504) 681-9367 502
GPS Hospitality Partners IV, LLC 2600 N. Robertson St. NEW ORLEANS LA 70117 (504) 681-9373 1182
GPS Hospitality Partners IV, LLC 4230 General DeGaulle Dr. NEW ORLEANS LA 70131 (504) 681-9360 1511
GPS Hospitality Partners IV, LLC 4454 Chef Menteur Hwy. NEW ORLEANS LA 70126 (504) 681-9372 5783
Brooks Restaurants, Inc 3102 Elysian Fields Ave. NEW ORLEANS LA 70122-3607 (504) 949-5100 5888
GPS Hospitality Partners IV, LLC 512 City Park Ave. NEW ORLEANS LA 70119 (504) 681-9365 6406
GPS Hospitality Partners IV, LLC 5999 Bullard Ave NEW ORLEANS LA 70128 (504) 641-7198 6815
GPS Hospitality Partners IV, LLC 2713 S Claiborne Ave NEW ORLEANS LA 70125 504-372-1104 24416
Crown Restaurants, LLC 150 Hospital Road NEW ROADS LA 70760-2617 (225) 638-7003 9727
GPS Hospitality Partners IV, LLC 695 Hwy. 165 OAKDALE LA 71463 (318) 302-8625 12322
GPS Hospitality Partners IV, LLC 943 Creswell Lane OPELOUSAS LA 70570 (337) 329-6905 1426
GPS Hospitality Partners IV, LLC 3301 Monroe Hwy. PINEVILLE LA 71360 (318) 302-8987 5029
Crown Restaurants, LLC 2951 Hwy 28 East PINEVILLE LA 71360-5716 (318) 448-3126 18302
GPS Hospitality Partners IV, LLC 24630 Hwy. 1 South PLAQUEMINE LA 70764 (225) 283-8345 6082
Nashville Quality, LLC 910 West Pine Street PONCHATOULA LA 70454-3746 (985) 386-0264 8317
GPS Hospitality Partners IV, LLC 2850 South Westport Dr. PORT ALLEN LA 70767 (225) 283-8140 3631
GPS Hospitality Partners IV, LLC 4383 LA Hwy. 1 South PORT ALLEN LA 70767 (225) 283-8349 12633
GPS Hospitality Partners IV, LLC 17082 Airline Hwy. PRAIRIEVILLE LA 70769 (225) 283-8091 17060
GPS Hospitality Partners IV, LLC 4870 Louisiana Hwy. 1 RACELAND LA 70394 (985) 272-1841 6057
GPS Hospitality Partners IV, LLC 1021 Church Point Hwy. RAYNE LA 70578 (337) 329-6352 12329
GPS Hospitality Partners IV, LLC 1409 Trenton RUSTON LA 71270 (318) 302-8785 7467
GPS Hospitality Partners IV, LLC 116 Ambassador Caffrey Pkwy. SCOTT LA 70583 (337) 329-6096 7408
Nashville Quality, LLC 9132 Mansfield Road SHREVEPORT LA 71118-3123 (1318) 687-0511 2233

55
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Nashville Quality, LLC 1733 N Market St SHREVEPORT LA 71107-5209 (1318) 606-2191 3362
Nashville Quality, LLC 1625 Kings Highway SHREVEPORT LA 71103-4127 (818) 703-1419 3535
Nashville Quality, LLC 6703 Pines Road SHREVEPORT LA 71129-2511 (318) 688-5377 3810
Nashville Quality, LLC 3717 Greenwood Road SHREVEPORT LA 71109-5109 (818) 703-1419 4076
Nashville Quality, LLC 6363 Hearne Ave SHREVEPORT LA 71108-4358 (818) 703-1419 6430
Nashville Quality, LLC 118 E Bert Kouns Industrial Loop SHREVEPORT LA 71106-8131 (818) 703-1419 8537
Nashville Quality, LLC 1733 Line Avenue SHREVEPORT LA 71101-4609 (318) 424-5200 11655
Nashville Quality, LLC 8776 Youree Drive SHREVEPORT LA 71115 (318) 208-8881 24297
GPS Hospitality Partners IV, LLC 185 Gause Blvd. SLIDELL LA 70458 (985) 272-1844 1439
GPS Hospitality Partners IV, LLC 141 Northshore Blvd. SLIDELL LA 70460 (985) 272-1846 6674
GPS Hospitality Partners IV, LLC 120 Brownswitch Rd. SLIDELL LA 70458 (985) 272-1852 13080
Crown Restaurants, LLC 7131 US Hwy 61 ST FRANCISVILLE LA 70775 (225) 245-5168 24002
GPS Hospitality Partners IV, LLC 2017 Ruth St. SULPHUR LA 70663 (337) 329-6747 1428
GPS Hospitality Partners IV, LLC 529 N. Cities Service Hwy. SULPHUR LA 70663 (337) 329-6755 9187
GPS Hospitality Partners IV, LLC 206 E. First St. THIBODAUX LA 70301 (985) 272-1843 1442
GPS Hospitality Partners IV, LLC 1212 East Main St. VILLE PLATTE LA 70586 (337) 329-6387 11715
GPS Hospitality Partners IV, LLC 1807 West St. VINTON LA 70668 (337) 329-6748 12660
GPS Hospitality Partners IV, LLC 5430 Cypress St. W. MONROE LA 71291 (318) 302-8954 17682
GPS Hospitality Partners IV, LLC 27931 Walker South Rd. WALKER LA 70785 (225) 283-8303 9788
GPS Hospitality Partners IV, LLC 100 Thomas Rd. WEST MONROE LA 71291 (318) 302-8797 1207
GPS Hospitality Partners IV, LLC 801 Sampson St. WESTLAKE LA 70669 337-329-6468 11544
GPS Hospitality Partners IV, LLC 500 Westbank Expressway WESTWEGO LA 70094 (504) 681-9357 10802
GPS Hospitality Partners IV, LLC 5938 Hwy. 167 WINNFIELD LA 71483 (318) 302-8964 13207
GPS Hospitality Partners IV, LLC 5131 Main St. ZACHARY LA 70791 (225) 283-8302 6788
Northeast Foods, LLC 210 Brighton Avenue ALLSTON MA 02134-2020 (617) 787-5145 140
Northeast Foods, LLC 133 Macy Street AMESBURY MA 01913-4322 (978) 388-3411 1997
JSC New England Operating LLC 830 Southbridge Street AUBURN MA 1501 (508) 441-4507 13016
Northeast Foods, LLC 498 Rantoul Street BEVERLY MA 01915-3239 (978) 921-5260 669
Kohler/Kohler Route 128 N Service Area BEVERLY MA 01915-0003 (978) 927-3714 5058
Barlow, Jr./White 128 Tremont Street BOSTON MA 02108-4702 (617) 556-8299 11915
Barlow, Jr./White 1 Maverick Square BOSTON MA 02128-2312 (617) 418-5733 17502
Northeast Foods, LLC 165 Pearl Street BRAINTREE MA 02184-6525 (781) 794-9995 11108
Kohler/Kohler Route 24 Southbound BRIDGEWATER MA 02324-0000 (508) 697-9672 4484
Kohler/Kohler Route 24 Northbound BRIDGEWATER MA 02324-0000 (508) 697-9699 4485
Kohler/Kohler 115 Broad Street BRIDGEWATER MA 02324-1746 (508) 279-9711 9743
Northeast Foods, LLC 606 Belmont Street BROCKTON MA 02301-4925 (508) 588-1963 178
Froio/Stetler 52 Middlesex Turnpike BURLINGTON MA 01803-4921 (781) 272-9611 1033
Northeast Foods, LLC 679 Concord Avenue CAMBRIDGE MA 02138-1047 (617) 354-2375 3007
Barlow, Jr./White 100 CAMBRIDGESIDE PL CAMBRIDGE MA 02141-2218 (617) 494-4843 7025
Northeast Foods, LLC 77 Drum Hill Road CHELMSFORD MA 01824-1503 (978) 452-4565 3326
Froio/Stetler 150 Everett Avenue CHELSEA MA 02150-1813 (617) 884-0619 2553
Paulauskas 1284 Memorial Drive CHICOPEE MA 01020-3943 (413) 593-8933 16347
Kohler/Kohler 184 Endicott Street DANVERS MA 01923-3619 (978) 762-8404 1112
Northeast Foods, LLC 1208 Dorchester Avenue DORCHESTER MA 02125-1504 (617) 282-5293 4033
Froio/Stetler 100 Washington Street DORCHESTER MA 02121-3152 (617) 427-1535 5065
Sodexo Operations, LLC 100 William T Morrissey Blvd DORCHESTER MA 02125-3300 (617) 287-5033 14953
Kohler/Kohler 944 Bennington Street EAST BOSTON MA 02128-1137 (617) 569-8755 3484
Kohler/Kohler 111 Teaticket HWY EAST FALMOUTH MA 2536 (508) 548-9883 3565
Kohler/Kohler 3012 Cranberry Highway EAST WAREHAM MA 02538-1338 (508) 291-0716 4588
Paulauskas 113 Northampton Street EASTHAMPTON MA 01027-1040 (413) 527-7929 3425
JSC New England Operating LLC 180 Huttleston Avenue FAIRHAVEN MA 2719 (508) 441-4508 4932
JSC New England Operating LLC 374 William S. Canning Blvd. FALL RIVER MA 2721 (508) 425-3631 1020

56
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

JSC New England Operating LLC 66 Plymouth Avenue FALL RIVER MA 02721-4306 (508) 556-1281 3310
JSC New England Operating LLC 225 President Avenue FALL RIVER MA 02720-2633 (508) 281-2571 12233
Kohler/Kohler 439 John Fitch Highway FITCHBURG MA 01420-8402 (978) 345-2046 804
Froio/Stetler 259 Cochituate Road FRAMINGHAM MA 01701-4631 (508) 875-9832 1302
Kohler/Kohler 176 Waverly Street FRAMINGHAM MA 01702-7133 (508) 620-9733 11118
JSC New England Operating LLC 536 West Central Street FRANKLIN MA 2038 (508) 416-3642 5793
Bernhardt 9 Crawford Street GARDNER MA 01440-3111 (978) 632-6015 3961
Northeast Foods, LLC 74 Plaistow Road HAVERHILL MA 01830-0000 (978) 521-0060 6844
Northeast Foods, LLC 223 Lincoln Ave. HAVERHILL MA 1830 (1978) 377-7834 24438
Northeast Foods, LLC 769 South Franklin Street HOLBROOK MA 02343-1700 (781) 885-1469 5488
Cromwell 2177 NORTHAMPTON ST HOLYOKE MA 01040-3439 (413) 533-3988 3280
Northeast Foods, LLC 227 Washington Street HUDSON MA 01749-2782 (978) 562-3954 3465
Kohler/Kohler 184 North St HYANNIS MA 2601 (508) 827-4738 664
Northeast Foods, LLC 892 River Street HYDE PARK MA 2136 (617) 361-1350 25747
Northeast Foods, LLC 187 Broadway LAWRENCE MA 01840-1039 (978) 688-0835 17680
Paulauskas 500 Pittsfield Rd LENOX MA 1240 (413) 395-0862 5453
Northeast Foods, LLC 41 Commercial Rd LEOMINSTER MA 01453-3305 (978) 534-0213 2401
Kohler/Kohler 859 Merriam Avenue LEOMINSTER MA 01453-1221 (978) 534-3342 3717
Northeast Foods, LLC 392 Chelmsford Street LOWELL MA 01851-4453 (978) 458-3095 452
Northeast Foods, LLC 1200 Bridge Street LOWELL MA 01850-1255 (978) 454-0252 3342
Cromwell 419 Center Street LUDLOW MA 01056-2705 (413) 589-9118 4224
Kohler/Kohler 108 Boston Street LYNN MA 01904-2526 (781) 584-8367 3874
Northeast Foods, LLC 61 Broadway MALDEN MA 02148-6001 (781) 322-0546 922
Northeast Foods, LLC 484 Boston Post Rd E MARLBOROUGH MA 01752-3624 (508) 480-8508 891
Burgers For Ever II, LLC Solomon Pond Mall MARLBOROUGH MA 1752 (508) 303-6433 9905
Barlow, Jr./White 885 Cummins Hwy MATTAPAN MA 2126 (617) 298-8155 566
Northeast Foods, LLC 383 Mystic Avenue MEDFORD MA 02155-6312 (781) 391-5175 4436
Northeast Foods, LLC 109 Main Street MEDWAY MA 02053-0000 (508) 533-5209 3839
Northeast Foods, LLC 95 Pleasant Valley Street METHUEN MA 01844-7207 (978) 688-0714 845
Northeast Foods, LLC 248 Haverhill St METHUEN MA 01844-3468 (978) 984-6604 4899
Kohler/Kohler 460 West Grove Street MIDDLEBORO MA 02346-1420 (508) 947-5309 5173
Northeast Foods, LLC 22 Beaver St MILFORD MA 01757-2804 (508) 422-9475 2481
JSC New England Operating LLC 605 Tarklin Hill Road NEW BEDFORD MA 2745 (508) 514-7595 2097
JSC New England Operating LLC 1381 Cove Road NEW BEDFORD MA 2740 (508) 329-8591 5399
Quik Foods V, LLC 74 American Legion Drive NORTH ADAMS MA 01247-3955 (413) 662-3521 5353
Carrols LLC 188 Turnpike Street NORTH ANDOVER MA 01845-5006 (978) 685-4490 1815
JSC New England Operating LLC 247 State Road NORTH DARTMOUTH MA 2747 (508) 296-4408 3975
Kohler/Kohler 479 Foundry Street NORTH EASTON MA 02356-2723 (508) 238-0302 3984
Paulauskas 344 King Street NORTHAMPTON MA 1060 (413) 584-6376 677
Kohler/Kohler 1102 Shops Way NORTHBOROUGH MA 01532-3131 (508) 393-5380 18341
JSC Providence Hgwy LLC 41 Providence Highway NORWOOD MA 2062 (508) 556-0989 2749
Northeast Foods, LLC 235 Church Street PEMBROKE MA 02359-1916 (781) 826-5361 2994
Paulauskas 29 First Street PITTSFIELD MA 1201 (413) 448-9940 4358
JSC New England Operating LLC 6 Taunton Street PLAINVILLE MA 2762 (508) 514-7905 3286
Northeast Foods, LLC 670 Adams Street QUINCY MA 02169-1339 (617) 471-7294 137
Northeast Foods, LLC 62 Granite Street QUINCY MA 02169-5006 (617) 770-1613 980
Northeast Foods, LLC 357 Main Street READING MA 01867-3616 (781) 944-1014 3957
Northeast Foods, LLC 1333 Hingham Street ROCKLAND MA 02370-1013 (781) 878-6717 3708
Northeast Foods, LLC 157 Market Street ROCKLAND MA 02370-2643 (781) 871-6033 4528
Northeast Foods, LLC 4594 Washington Street ROSLINDALE MA 02131-0000 (617) 323-8739 3531
Kohler/Kohler 259 Highland Drive SALEM MA 01970-1843 978-744-9467 3564
Northeast Foods, LLC 66 Main St SALISBURY MA 1952 (603) 358-0086 25832

57
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

JSC Broadway LLC 1449 Broadway Street SAUGUS MA 1906 (508) 556-7309 1560
Northeast Foods, LLC 720 Broadway SAUGUS MA 01906-3202 (781) 233-4191 14987
JSC Fall River Ave LLC 1009 Fall River Avenue SEEKONK MA 2771 (508) 375-7989 2137
Northeast Foods, LLC 53 Boston Turnpike SHREWSBURY MA 01545-3521 (508) 756-3890 3638
JSC GAR Highway LLC 883 Gar Hwy. - Route 6 SOMERSET MA 2726 (508) 441-4502 1659
Northeast Foods, LLC 185 Somerville Avenue SOMERVILLE MA 02143-3401 (617) 625-4426 646
JSC New England Operating LLC 520 Washington Street SOUTH ATTLEBORO MA 27030 (508) 556-0182 2134
Northeast Foods, LLC 280 West Broadway Street SOUTH BOSTON MA 02127-1913 (617) 269-1242 3338
Kohler/Kohler 8 Enterprise Rd SOUTH DENNIS MA 2660 (508) 398-3642 5778
Paulauskas 400 Cooley St SPRINGFIELD MA 1128 (413) 426-9570 15836
Paulauskas 727 Boston Road SPRINGFIELD MA 1119 (413) 455-3792 23187
Paulauskas 1395 Liberty Street SPRINGFIELS MA 1104 (413) 737-1130 4883
Paulauskas 755 Page Boulevard SPRINGFOIED MA 1104 (413) 733-2789 3588
Kohler/Kohler 197 Main Street STONEHAM MA 02180-1620 (781) 438-5029 627
Northeast Foods, LLC 1333 Park Street STOUGHTON MA 02072-3732 (781) 344-2450 6598
Northeast Foods, LLC 299 Washington St. STOUGHTON MA 2072 (781) 297-5153 23973
JSC New England Operating LLC 374 Main Street STURBRIDGE MA 1566 (508) 425-3697 2612
APPLEGREEN SOUTH CAROLINA (FTG), LLC 236 Route 15 STURBRIDGE MA 1566 (774) 241-0368 25619
Kohler/Kohler 294 Winthrop Street TAUNTON MA 02780-4306 (508) 358-2621 6066
Froio/Stetler 1965 Main Street TEWKSBURY MA 01876-2176 (978) 851-6578 2690
Northeast Foods, LLC 85 Main Street TEWKSBURY MA 01876-1708 (978) 640-9898 9836
Cromwell 983 Riverdale Street W SPRINGFIELD MA 01089-0000 (413) 737-1343 2987
Kohler/Kohler 881 Moody Street WALTHAM MA 02453-5045 (781) 891-5612 370
Kohler/Kohler 822 Lexington Street WALTHAM MA 02452-4848 (781) 893-3002 5100
JSC East Main St. LLC 128 East Main Street WEBSTER MA 1570 (508) 449-0866 3766
Kohler/Kohler 2145 Iyanough Rd WEST BARNSTABLE MA 2668 (508) 362-2926 4486
Northeast Foods, LLC 1610 Vfw Parkway WEST ROXBURY MA 02132-5544 (617) 323-8291 3483
Northeast Foods, LLC 139 Turnpike Road WESTBOROUGH MA 01581-2835 (508) 366-7997 1940
Cromwell 72 Main Street WESTFIELD MA 01085-3127 (413) 562-0380 3139
Kohler/Kohler 393 Washington Street WEYMOUTH MA 02188-2929 (781) 335-4606 433
JSC New England Operating LLC 1141 Providence Rd WHITINSVILLE MA 1588 (1508) 425-3640 28976
Northeast Foods, LLC 699 Bedford Street WHITMAN MA 02382-1807 (781) 447-4936 3041
Kohler/Kohler 280 Lowell Street WILMINGTON MA 01887-3023 (978) 657-5703 8855
Kohler/Kohler 765 Main Street WINCHESTER MA 01890-1905 (781) 729-5475 12208
Northeast Foods, LLC 711 West Boylston Street WORCESTER MA 01606-2060 (508) 852-8111 2677
Northeast Foods, LLC 1160 Main Street WORCESTER MA 01603-2020 (508) 791-7670 3102
Burgers For Ever WC, LLC 865 Grafton Street WORCESTER MA 1604 (508) 755-8509 3207
Northeast Foods, LLC 163 Madison Street WORCESTER MA 01610-2730 (508) 752-7952 13398
Edwards 1006 Beards Hill Road ABERDEEN MD 21001 (410) 272-7734 13880
Army Air Force Exchange Services AAFES-Aberdeen Proving ABERDEEN PROVIN MD 21005-5167 (410) 273-7464 4613
Carrols LLC 15785 Livingston Road ACCOKEEK MD 20607-3315 (301) 203-4488 12927
Carrols LLC 2208 University Blvd E ADELPHI MD 20783-4142 (301) 439-7418 4657
Army Air Force Exchange Services Andrews AFB ANDREWS AFB MD 20762-0001 (301) 736-6922 6413
Delp/Delp/Delp 1952 West Street ANNAPOLIS MD 21401 (410) 573-1474 732
PJ Foods, LLC 8022 Liberty Road BALTIMORE MD 21244 (410) 521-5305 497
Phoenix Foods, LLC 1935 East Joppa Road BALTIMORE MD 21234-2729 (410) 377-4201 499
PJ Foods, LLC 6605 Reisterstown Rd BALTIMORE MD 21215 (410) 764-9166 1701
PJ Foods, LLC 1437 West Patapsco Avenue BALTIMORE MD 21230 (410) 589-6620 1950
Andrzejewski 8304 Pulaski Highway BALTIMORE MD 21237 (410) 687-6018 2264
PJ Foods, LLC 4100 Pulaski Highway BALTIMORE MD 21224 (410) 276-6649 2323
Phoenix Foods, LLC 1043 Taylor Avenue BALTIMORE MD 21286-8313 (410) 337-0643 2518
PJ Foods, LLC 2401 LIBERTY HEIGHTS AVE BALTIMORE MD 21215 (410) 523-4546 2610

58
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

BJM Foods, LLC 4101 Wholesale Club Drive BALTIMORE MD 21236 (410) 882-4576 7934
Carrols LLC 1650 Belmont Avenue BALTIMORE MD 21244-2532 (410) 944-9950 8621
Andrzejewski/Braddy 1201 West North Avenue BALTIMORE MD 21217-3534 (443) 524-2990 10293
PJ Foods, LLC 1241 Orleans Street BALTIMORE MD 21202 (410) 563-5367 10294
PJ Foods, LLC 4400 Reisterstown Rd BALTIMORE MD 21215 (410) 563-5367 10295
PJ Foods, LLC 555 West 29th Street BALTIMORE MD 21211 (410) 889-7380 13360
Phoenix Foods, LLC 3840 Washington Boulevard BALTIMORE MD 21227-1629 (410) 242-7256 13802
Bridgette Foods, LLC 1735 Washington BLVD BALTIMORE MD 21230 (410) 347-0050 15022
Lim/Xu 31 Light Street BALTIMORE MD 21202 (410) 637-3702 22956
Burgers of Baltimore II, LLC 2110 Emmorton Road BEL AIR MD 21015-6104 (410) 569-3757 9571
Burgers of Baltimore II, LLC 200 South Fountain Green Road BEL AIR MD 21015-4712 (410) 588-5812 10839
Burgers of Baltimore II, LLC 2122 N Fountain Green Rd BEL AIR MD 21015-1414 (410) 638-8595 12861
Edwards 1325 Policy Dr BELCAMP MD 21017 (410) 273-2077 10769
Carrols LLC 10625 Baltimore Avenue BELTSVILLE MD 20705-2150 (301) 937-5497 384
Carrols LLC 6980 Laurel Bowie Road BOWIE MD 20715-1710 (301) 805-6759 8311
Giangrande/Giangrande 1196 Dutchmans Creek Dr BRUNSWICK MD 21716 (1301) 969-6206 27456
2538,LLC 3165 Marshall Hall Rd BRYANS ROAD MD 20616-3326 (301) 375-9066 2538
Di Severia 15703 Columbia Pike BURTONSVILLE MD 20866 (301) 476-9528 6387
13386, LLC 45095 Worth Avenue CALIFORNIA MD 20619-2400 (301) 737-5215 13386
Di Severia 2713 Ocean Gateway CAMBRIDGE MD 21613 (410) 228-3547 17632
Phoenix Foods, LLC 5604 Baltimore National Pike CATONSVILLE MD 21228-1401 (410) 377-4201 1702
11227,LLC 30026 Three Notch Road CHARLOTTE HALL MD 20622-3162 (301) 884-9630 11227
Di Severia 70 Kent Town Market CHESTER MD 21619 (410) 643-3111 4860
Carrols LLC 3933 Bladensburg Road COLMAR MANOR MD 20722-1603 (301) 779-6022 2422
Carrols LLC 7106 Minstrel Way COLUMBIA MD 21045-5540 (410) 995-6540 9129
Burgers of Baltimore II, LLC 8835 Centre Park Drive Suite 100 COLUMBIA MD 21045 (443) 319-5171 26253
Carrols LLC 2217 F. Defense Highway CROFTON MD 21114-2403 (410) 451-1319 9986
GPS Hospitality Partners II, LLC 1290 Industrial Blvd CUMBERLAND MD 21502 (301) 298-8395 13153
Di Severia 604 North Sixth Street DENTON MD 21629 (410) 479-9596 12862
Carrols LLC 1010 Merritt Boulevard DUNDALK MD 21222-1436 (410) 282-3110 700
Carrols LLC 4001 North Point Blvd DUNDALK MD 21222-3619 (410) 477-1153 17182
B & T Burgers, Inc. 10200 Kirksville Ln DUNKIRK MD 20754-3061 (301) 327-5241 19484
Di Severia 8192 Ocean Gateway EASTON MD 21601 (410) 822-8802 1812
PJ Foods, LLC 1333 Liberty Road ELDERSBURG MD 21784 (410) 552-1851 12424
Rackson Restaurants, LLC 100 West Pulaski Highway ELKTON MD 21921-6567 (410) 398-5858 2529
Kapuria/Sharma 9195 Baltimore National Pike ELLICOTT CITY MD 21042-3922 (410) 480-9844 11011
Edwards 806 Eastern Boulevard ESSEX MD 21221 (410) 391-7597 547
Burgers of Baltimore II, LLC 305 Mountain Road FALLSTON MD 21047 (410) 877-7231 11536
Carrols LLC 5730 Silver Hill Rd FORESTVILLE MD 20747-1101 (310) 516-3251 12082
Giangrande/Giangrande 1003 West Patrick Street FREDERICK MD 21702-3939 (301) 682-7447 1990
Giangrande/Giangrande 5722 Buckeystown Pike FREDERICK MD 21704-5116 (301) 682-7457 7304
Giangrande/Giangrande 1302 E PATRICK ST FREDERICK MD 21701 (301) 694-1231 12974
Giangrande/Giangrande 101 Routzhan's Way FREDERICK MD 21701-3256 (240) 629-3347 13071
Di Severia 3363 Urbana Pike FREDERICK MD 21704 (301) 882-4914 21741
Bishop 6 Hampton Inn Drive FROSTBURG MD 21532 (301) 689-5780 13769
Army Air Force Exchange Services Ft. Meade BK FT MEADE MD 20755-0000 (410) 674-6128 7343
Di Severia 16004 Shady Grove Road GAITHERSBURG MD 20877-1312 (301) 840-0988 2143
Carrols LLC 2619 Brandermill Boulevard GAMBRILLS MD 21054-1645 (410) 451-8847 13701
Di Severia 20430 Germantown Rd GERMANTOWN MD 20876 (301) 540-9908 13093
Di Severia 19700 Germantown Road GERMANTOWN MD 20874 (301) 540-7049 13805
Carrols LLC 7314 Ritchie Highway GLEN BURNIE MD 21061-3165 (410) 760-8501 353
Carrols LLC 7988 Crain Highway GLEN BURNIE MD 21061-4933 (410) 969-7643 8849

59
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Carrols LLC 14 Mountain Road GLEN BURNIE MD 21060-7974 (410) 760-3421 12380
Bishop 2811 Chestnut Ridge Road GRANTSVILLE MD 21536 (301) 895-5343 9491
Di Severia 8801 Greenbelt Rd GREENBELT MD 20771 (301) 552-1555 3581
GPS Hospitality Partners II, LLC 503 Dual Hwy HAGERSTOWN MD 21740 301-298-8399 1186
GPS Hospitality Partners II, LLC 13014 Pennsylvania Ave HAGERSTOWN MD 21742 (301) 298-8398 2141
Giangrande/Giangrande 10516 Sharpsburg Pike HAGERSTOWN MD 21740 (301) 733-7144 8790
GPS Hospitality Partners II, LLC 18234 Maugans Ave HAGERSTOWN MD 21742 301-298-8397 11450
Giangrande/Giangrande 17532 Valley Mall Road HAGERSTOWN MD 21740 (301) 582-4447 13829
Carrols LLC 2211 Brodbeck Road HAMPSTEAD MD 21074-1507 (410) 239-8135 13371
Carrols LLC 7500 Connelly Drive HANOVER MD 21076 (410) 760-6383 6452
IRMG Burger of Arundel, Inc. 7000 Arundel Mills Circle HANOVER MD 21076 (410) 220-3897 13586
Rackson Restaurants, LLC 990 Pulaski Highway HAVRE DE GRACE MD 21078-2602 (410) 939-9191 2817
Phoenix Foods, LLC 11300 York Road HUNT VALLEY MD 21030-1910 (410) 377-4201 11155
Carrols LLC 6505 Annapolis Rd HYATTSVILLE MD 20784-1311 (301) 772-0107 5425
Carrols LLC 7940 Washington Boulevard JESSUP MD 20794-9447 (410) 799-3489 10478
Carrols LLC 8775 WASHINGTON BLVD JESSUP MD 20794-9606 (410) 724-2004 12589
11446, LLC 6720 Cran Highway LA PLATA MD 20646-4950 (301) 934-3204 11446
Carrols LLC 8903 Annapolis Rd LANHAM SEABROOK MD 20706-2920 (301) 918-1994 10846
Carrols LLC 14801 Baltimore Avenue LAUREL MD 20707-4817 (301) 498-2233 633
Carrols LLC 3359 Corridir Marketplace LAUREL MD 20724-2381 (301) 725-3359 11387
GPS Hospitality Partners II, LLC 1299 National Hwy LAVALE MD 21502 301-298-8396 1374
Lakhani 500 Progress Dr LINTHICUM MD 21090-2255 (410) 636-9690 20161
Bishop 24179 Garrett Highway MCHENRY MD 21541 (301) 387-2420 11097
Burgers of Baltimore II, LLC 9999 Pulaski Hwy MIDDLE RIVER MD 21220 (410) 574-7640 7311
Giangrande/Giangrande 501 East Ridgeville Boulevard MT. AIRY MD 21771-5251 (301) 829-5353 11592
Giangrande/Giangrande 9620 Myersville Road MYERSVILLE MD 21773 (301) 293-3460 12423
Giangrande/Giangrande 11680 Old National Pike NEW MARKET MD 21774 (301) 882-4914 21130
Edwards 71 North East Road NORTH EAST MD 21901 (443) 967-0162 16138
Carrols LLC 8233 Perry Hall Blvd NOTTINGHAM MD 21236-5033 (410) 933-0628 13967
Bishop 841 East Oak Street OAKLAND MD 21550 (301) 334-7960 11961
Di Severia 3205 Philadelphia Avenue OCEAN CITY MD 21842 (410) 390-5366 2899
Carrols LLC 10220 Reisterstown Road OWINGS MILLS MD 21117-3606 (410) 902-8253 11007
Carrols LLC 6150 Oxon Hill Road OXON HILL MD 20745-3107 (310) 839-6996 2008
Henry/Henry 5141 Indian Head Highway OXON HILL MD 20745-2014 (301) 749-1400 10792
Edwards* 8531 Fort Smallwood Road RIVIERA BEACH MD 21122 (410) 255-7325 3239
Di Severia 1025 S. Salisbury Blvd. SALISBURY MD 21801 (410) 749-8688 3060
Di Severia 1201 Mt. Hermon Road SALISBURY MD 21804 (410) 548-4378 3348
Di Severia 2734 N. Salisbury Blvd SALISBURY MD 21801 (301) 721-2900 24841
Di Severia 3870 International Dr SILVER SPRING MD 20906 (301) 598-3613 5882
Di Severia 12265 Viers Mill Road SILVER SPRING MD 20906 (301) 962-8158 13488
Carrols LLC 13410 H.G. Trueman Road SOLOMONS MD 20688-0000 (410) 394-1355 11929
Carrols LLC Marlow Heights Shopping Ctr TEMPLE HILLS MD 20748-0000 (301) 423-1909 2596
Giangrande/Giangrande 427 North Church Street THURMONT MD 21788-1644 (301) 271-1041 13265
Phoenix Foods, LLC 2000 York Road TIMONIUM MD 21093-4227 (410) 377-4201 486
Phoenix Foods, LLC 925 York Rd TOWSON MD 21204-2514 (410) 337-0587 17205
Kim/Lim Towson Center Mall, 825 Dulaney Val TOWSON MD 21204-1010 (410) 821-1884 18996
6617, LLC 1110 Smallwood Drive WALDORF MD 20603-4759 (301) 645-1044 6617
7595, LLC 2375 Crain Highway WALDORF MD 20601-3167 (301) 645-2055 7595
Naill 625 Baltimore Blvd. WESTMINSTER MD 21157 (410) 871-2203 2575
Carrols LLC 454 WMC Drive WESTMINSTER MD 21158-4336 (410) 840-9975 13565
Carrols LLC 333 Center Street AUBURN ME 04210-6114 (207) 784-6142 1329
Carrols LLC 90 Mount Auburn Avenue AUBURN ME 04210-8564 (207) 783-0673 14040

60
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Carrols LLC 166 Western Avenue AUGUSTA ME 04330-7241 (207) 622-0282 2129
Carrols LLC 1010 Union Street BANGOR ME 04401-3015 (207) 941-9961 11211
Carrols LLC 75 Leeman Highway BATH ME 04530-2558 (207) 442-8745 6909
Kohler/Kohler 349 Alfred Street BIDDEFORD ME 04005-3128 (207) 283-9100 5359
Carrols LLC 546 Wilson Street BREWER ME 04412-1420 (207) 991-9666 14497
Carrols LLC 174 Bath Road BRUNSWICK ME 04011-2610 (207) 729-4694 1906
HMSHost Family Restaurants, LLC ME Turnpike South MM 56 CUMBERLAND ME 4021 (207) 245-1575 22619
Carrols LLC 633 Wilton Road FARMINGTON ME 04938-6128 (207) 778-9709 2971
Kohler/Kohler 102 Main Street GORHAM ME 04038-1364 (207) 839-4343 4604
HMSHost Family Restaurants, LLC Mile 57 Srv Road GRAY ME 4039 2076575689? 22620
HMSHost Family Restaurants, LLC Maine Turnpike KENNEBUNK ME 04043-0000 (207) 985-4717 15746
HMSHost Family Restaurants, LLC Maine Turnpike KENNEBUNK ME 04043-0000 (207) 985-9153 15747
Kohler/Kohler Route 1 KITTERY ME 03904-0000 (207) 439-5516 6539
Carrols LLC 827 Lisbon Street LEWISTON ME 04240-6635 207-319-6442 1193
Carrols LLC 704 Main Street LEWISTON ME 04240-5801 (207) 795-6133 6005
Kohler/Kohler 793 ROOSEVELT TRL NORTH WINDHAM ME 04062-5341 (207) 892-8727 3170
Carrols LLC 530 Oxbow Road PALMYRA ME 04965-3245 (207) 368-5021 12733
Kohler/Kohler 449 Forest Ave PORTLAND ME 04101-2029 (207) 773-3650 5678
Kohler/Kohler 132 Riverside Street PORTLAND ME 04103-1040 (207) 518-9435 17381
Host Int'l, Inc Portland International Jetport 1001 PORTLAND ME 04102-0000 (207) 774-6371 18238
Carrols LLC 354 Madison Avenue SKOWHEGAN ME 04976-4229 (207) 474-2217 2819
Carrols LLC 165 Main Street SOUTH PARIS ME 04281-1621 (207) 743-2022 4168
Kohler/Kohler 375 Gorham Rd SOUTH PORTLAND ME 04106-2306 (207) 775-2487 1268
Carrols LLC 44 College Avenue WATERVILLE ME 4901 (207) 872-6848 1462
Carrols LLC 465 Kennedy Memorial Drive WATERVILLE ME 04901-4520 (207) 877-0772 9809
HMSHost Family Restaurants, LLC 29 Lewiston Rd. WEST GARDINER ME 04345-0000 (207) 582-5721 16735
The Evolution Company, LLC 1400 South Main ADRIAN MI 49221-4309 (517) 265-8116 2237
Crown Ventures, Inc. 1583 Lincoln Rd ALLEGAN MI 49010 (269) 673-3999 18748
Northwind Investments, Inc. 4842 Lake Michigan Drive ALLENDALE MI 49401-9475 (616) 895-4944 14698
GPS Hospitality Partners III, LLC 1675 Wright Avenue ALMA MI 48801 989-266-8231 13334
Carrols LLC 4885 Washtenaw Road ANN ARBOR MI 48108-3437 (734) 434-8994 232
GPS Hospitality Partners III, LLC 725 Victors Way ANN ARBOR MI 48108 (734) 270-6041 4187
Carrols LLC 151 South Zeeb Road ANN ARBOR MI 48103-9399 (734) 769-1658 11248
GPS Hospitality Partners III, LLC 4907 Garfield Road AUBURN MI 48611 (989) 266-8235 13336
GPS Hospitality Partners III, LLC 910 N. Opdyke AUBURN HILLS MI 48326 (248) 234-6377 9430
IRMG Burger of Great Lakes, Inc. 4000 Baldwin Road AUBURN HILLS MI 48326 (248) 392-2165 26677
Carrols LLC 673 Capital Avenue, S. W. BATTLE CREEK MI 49015-5031 (269) 964-0646 400
Carrols LLC 575 North Avenue BATTLE CREEK MI 49017-3331 (269) 963-7828 1440
Carrols LLC 2167 West Columbia Avenue BATTLE CREEK MI 49015-2847 (269) 968-0538 2112
Carrols LLC 4840 Beckley Road BATTLE CREEK MI 49015-7932 (269) 979-9370 4286
Carrols LLC 1500 West Michigan Avenue BATTLE CREEK MI 49037 (269) 969-0908 10528
GPS Hospitality Partners III, LLC 6304 W. Side Saginaw Rd. BAY CITY MI 48706 (989) 266-8238 5726
GPS Hospitality Partners III, LLC 3910 Wilder Rd BAY CITY MI 48706 (989) 266-8237 11689
Factorial Restaurant Holdings LLC* 9463 Belding Road BELDING MI 48809-9226 (616) 794-2720 8648
Carrols LLC 2170 Rawsonville Road BELLEVILLE MI 48111-2308 (734) 484-0710 889
Carrols LLC 11550 Belleville Road BELLEVILLE MI 48111-2402 (734) 697-2908 4814
Van Buren Best Inc. 41360 Ecorse road BELLEVILLE MI 48111 (734) 394-2720 12658
Bravokilo, Inc. 2035 M-139 BENTON HARBOR MI 49022-6107 (269) 927-1142 328
Bravokilo, Inc. 1945 Pipestone Road BENTON HARBOR MI 49022-2314 (269) 926-8806 3172
King Dining Berkley, LLC 3656 Twelve Mile Road BERKLEY MI 48072-1300 (248) 541-5472 3716
Northwind Investments, Inc. 804 South State Street BIG RAPIDS MI 49307-2250 (231) 796-6500 2630
GPS Hospitality Partners III, LLC 6465 Telegraph Rd. BIRMINGHAM MI 48301 248-234-6380 1890

61
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Carrols LLC 8489 West Grand River Avenue BRIGHTON MI 48116-2324 (810) 227-1676 988
Carrols LLC 23400 Telegraph Road BROWNSTOWN TOWNSHIP MI 48134-9533 (1734) 676-0180 12980
Tower 4024 Davison Road BURTON MI 48509 (1810) 744-0734 351
Northwind Investments, Inc. 1518 N. Mitchell Avenue CADILLAC MI 49601-1131 (231) 779-0900 2432
Northwind Investments, Inc. 6101 M 115 CADILLAC MI 49601-9050 (231) 775-8800 6542
Velarde 5410 South Sixth Street CALUMET MI 49913-2971 (906) 337-5773 9715
Carrols LLC 45114 Ford Road CANTON MI 48187-2910 (734) 416-8484 2633
GPS Hospitality Partners III, LLC 1035 W Caro Rd CARO MI 48723 (989) 266-8236 21882
Factorial Restaurant Holdings LLC 4065 17 Mile Road CEDAR SPRINGS MI 49319-9451 (616) 696-1083 7385
Carrols LLC 214 Lansing Road CHARLOTTE MI 48813 (517) 543-1328 4360
Northwind Investments, Inc. 664 South Main CHEBOYGAN MI 49721-2218 (231) 627-1600 10968
GPS Hospitality Partners III, LLC 10210 S. Clare Ave. CLARE MI 48617 (989) 266-8229 4892
Grosz/Rostek 6674 North Dixie Highway CLARKSTON MI 48346 (248) 625-4477 4352
Union Burgers LLC 37746 S Gratiot CLINTON TOWNSHIP MI 48036 (586) 469-6929 444
Union Burgers LLC* 34897 Groesbeck Hwy CLINTON TOWNSHIP MI 48035 (586) 791-0990 13916
King of 19 Mile, Inc. 43030 Hayes Rd CLINTON TOWNSHIP MI 48038-1663 (586) 846-4684 20039
GPS Hospitality Partners III, LLC 4295 W. Vienna Rd. CLIO MI 48420 (1810) 202-1354 5975
Gregory/Gregory 396 East Chicago Street COLDWATER MI 49036-2062 (517) 278-4869 4652
Carrols LLC 2915 Union Lake Rd COMMERCE TOWNSHIP MI 48382-3565 (248) 363-2836 2970
Tower 1084 S State St DAVISON MI 48423 (810) 653-2300 6327
Carrols LLC 25300 Michigan Avenue DEARBORN MI 48124-1715 (313) 563-3504 495
Carrols LLC 14808 Michigan Avenue DEARBORN MI 48126-3445 (313) 581-7215 3260
EYM King of Michigan, LLC 18900 Michigan Ave DEARBORN MI 48126 (313) 406-7698 23310
EYM King of Michigan, LLC 20401 West Warren DEARBORN HTS MI 48127-2621 (313) 336-4624 2454
EYM King of Michigan, LLC 17440 East Warren DETROIT MI 48224-2102 (313) 458-8593 767
EYM King of Michigan, LLC 2155 Gratiot DETROIT MI 48207-2709 (313) 567-3160 1009
EYM King of Michigan, LLC 9871 Livernois DETROIT MI 48204-1387 (313) 934-2878 1028
EYM King of Michigan, LLC 8201 Woodward Avenue DETROIT MI 48202-2529 (313) 873-9133 1284
Carrols LLC 6251 W. Vernor DETROIT MI 48209-2063 (313) 849-4477 1640
EYM King of Michigan, LLC 18021 Kelly Road DETROIT MI 48224-1565 (313) 839-1780 4149
EYM King of Michigan, LLC 20200 Grand River Ave. DETROIT MI 48219-3341 (313) 534-8750 4441
Carrols LLC 1425 West Lafayette DETROIT MI 48216-1964 (313) 965-5464 4724
EYM King of Michigan, LLC 13600 West Mc Nichols Road DETROIT MI 48235-4152 (313) 342-5397 5771
EYM King of Michigan, LLC 15500 W Seven Mile DETROIT MI 48235-2926 (313) 272-6161 6369
GPS Hospitality Partners III, LLC 19901 Van Dyke Rd. DETROIT MI 48234 313-209-7683 6796
EYM King of Michigan, LLC 20240 Plymouth Road DETROIT MI 48228-1240 (313) 493-1713 7056
EYM King of Michigan, LLC 12661 Mack Avenue DETROIT MI 48215-2252 (313) 821-3398 10437
EYM King of Michigan, LLC 9239 Gratiot Avenue DETROIT MI 48213-3055 (313) 921-2289 10753
Roell/Roell 200 Renaissance Center STE A-1042 DETROIT MI 48243-1305 (313) 552-2800 13332
EYM King of Michigan, LLC 16245 Livernois Ave DETROIT MI 48221 (313) 367-2741 21688
GPS Hospitality Partners III, LLC 13135 N. Us 27 DEWITT MI 48820 517-234-7020 7525
Bravokilo, Inc. 903 Spruce Street DOWAGIAC MI 49047-1039 (269) 782-5715 7113
Carrols LLC 611 Tecumseh DUNDEE MI 48131-1053 (734) 416-8484 6347
Provident Capital Partners, LLC 1580 Lake Lansing Road EAST LANSING MI 48823-1386 (517) 351-5034 5884
Williams 20840 Gratiot EASTPOINTE MI 48021-2863 (586) 771-3950 464
Carrols LLC 809 South Main Street EATON RAPIDS MI 48827 (517) 663-8316 11789
EYM King of Michigan, LLC 3863 W Jefferson Ave ECORSE MI 48229 (313) 914-5569 22126
GPS Hospitality Partners III, LLC 1100 E. Main (M-46) EDMORE MI 48829 (989) 266-8230 6991
Velarde 408 North Lincoln Road ESCANABA MI 49829-1365 (906) 786-8600 3943
Carrols LLC 27831 Orchard Lake Rd FARMINGTON HILLS MI 48334-3732 (248) 553-5726 20589
GPS Hospitality Partners III, LLC 19055 Silver Parkway FENTON MI 48430 (810) 202-1356 9848
EYM King of Michigan, LLC 10336 West 8 Mile Road FERNDALE MI 48220-2100 (248) 548-4419 1312

62
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Huron's Best, Inc. 21913 Gibraltar Rd FLAT ROCK MI 48134 (734) 307-7908 21220
EYM King of Michigan, LLC 3625 South Dort Highway FLINT MI 48507-2049 (810) 743-1560 237
The Evolution Company, II, LLC 1006 South Ballenger Hwy. FLINT MI 48532-3823 (810) 238-1971 271
Tower G-5461 North Saginaw Street FLINT MI 48505 (810) 789-4214 1065
The Evolution Company, II, LLC 5510 Fenton Road FLINT MI 48507 (810) 233-7351 10197
EYM King of Michigan, LLC 3801 Clio FLINT MI 48504-1884 (810) 732-3065 11891
GPS Hospitality Partners III, LLC 490 North Main St. FRANKENMUTH MI 48734 989-266-8234 7247
GPS Hospitality Partners III, LLC 150 Washington Street FREELAND MI 48623 (989) 266-8239 9533
Bravokilo, Inc. 1255 West Main Street FREMONT MI 49412-1453 (231) 924-3669 5988
Carrols LLC 28333 Ford Road GARDEN CITY MI 48135-2929 (313) 296-6508 637
Northwind Investments, Inc. 832 West Main GAYLORD MI 49735-1902 (989) 732-2660 1614
Northwind Investments, Inc. 2801 South Otsego Avenue GAYLORD MI 49735-8435 (989) 731-2688 11271
GPS Hospitality Partners III, LLC 701 W. Cedar GLADWIN MI 48624 989-266-8224 10692
GPS Hospitality Partners III, LLC 11325 S. Saginaw Road GRAND BLANC MI 48439 (810) 202-1355 982
Bravogrand, Inc. 1710 South Beacon Blvd. GRAND HAVEN MI 49417-2648 (616) 842-7917 2355
Factorial Restaurant Holdings LLC 1209 Leonard Street, NW GRAND RAPIDS MI 49504-2934 (616) 742-5574 329
Factorial Restaurant Holdings LLC 600 28th Street, S. E. GRAND RAPIDS MI 49548-1302 (616) 475-5812 408
Factorial Restaurant Holdings LLC 2672 Alpine Avenue, N. W. GRAND RAPIDS MI 49544-1963 (616) 365-2065 1146
Factorial Restaurant Holdings LLC 471 68th St Sw GRAND RAPIDS MI 49548-7119 (616) 827-0684 4943
Factorial Restaurant Holdings LLC 410 Pearl Street, N.W. GRAND RAPIDS MI 49504-6411 (616) 742-5753 5409
Factorial Restaurant Holdings LLC 2204 Plainfield N. E. GRAND RAPIDS MI 49505-4249 (616) 365-1712 7636
Factorial Restaurant Holdings LLC 750 South Division Avenue GRAND RAPIDS MI 49503-5111 (616) 452-0089 9685
Northwind Investments, Inc. 5488 Northland Drive, N.E. GRAND RAPIDS MI 49525-1031 (616) 365-0331 14153
Factorial Restaurant Holdings LLC 0-31 44th Street GRANDVILLE MI 49418-2178 (616) 457-1019 9672
GPS Hospitality Partners III, LLC 321 East State GRAYLING MI 49738 (989) 266-8226 7860
Factorial Restaurant Holdings LLC 1704 West Washington GREENVILLE MI 48838-2619 (616) 225-1794 7548
Northwind Investments, Inc. 200 North Clare Avenue HARRISON MI 48625-9587 (989) 539-3600 10236
Crown Ventures, Inc. 1310 West State Street HASTINGS MI 49058 (269) 945-5230 6177
Carrols LLC 2775 E Highland Rd HIGHLAND MI 48356-2729 (248) 887-0030 4102
EYM King of Michigan, LLC 13324 Woodward Avenue HIGHLAND PARK MI 48203-3611 (313) 865-2965 12421
Carrols LLC 215 West Carleton Road HILLSDALE MI 49242 (517) 437-3250 13790
Factorial Restaurant Holdings LLC 651 East 16th Street HOLLAND MI 49423-3703 (616) 355-6147 4610
Factorial Restaurant Holdings LLC 2378 North Park Drive HOLLAND MI 49424-9599 (616) 494-0642 7735
Factorial Restaurant Holdings LLC 735 Michigan Avenue HOLLAND MI 49423-6941 (616) 355-5428 8518
GPS Hospitality Partners III, LLC 2464 Cedar HOLT MI 48842 517-234-7021 5203
Velarde 997 W Sharon Ave HOUGHTON MI 49931 (906) 523-5627 24294
Carrols LLC 2184 East Grand River Road HOWELL MI 48843-1738 (517) 546-6985 5603
Factorial Restaurant Holdings LLC 4555 32nd Avenue HUDSONVILLE MI 49426-9499 (616) 379-4037 6219
Carrols LLC 1923 South Cedar IMLAY CITY MI 48444-9605 (810) 724-2248 7386
Northwind Investments, Inc. 4011 Club Road INDIAN RIVER MI 49749-9004 (231) 238-2600 10237
Factorial Restaurant Holdings LLC 251 S Dexter St IONIA MI 48846-2001 (616) 522-0203 18233
Velarde 1410 East Cloverland Drive IRONWOOD MI 49938-1720 (906) 932-7232 10896
Carrols LLC 1625 East Michigan Avenue JACKSON MI 49202-3641 (517) 782-3530 1200
Carrols LLC 1023 N. West Avenue JACKSON MI 49202-3249 (517) 782-1409 4188
Carrols LLC 2584 Airport Road JACKSON MI 49202-1844 (517) 782-4799 8731
Carrols LLC 1250 E Mcdevitt Ave JACKSON MI 49203-6073 (517) 768-9407 11028
Carrols LLC 3015 South Westnedge Avenue KALAMAZOO MI 49008-2477 (269) 343-2066 261
Carrols LLC 5798 Gull Road KALAMAZOO MI 49048-7641 (269) 345-4296 2089
Carrols LLC 4200 Stadium Drive KALAMAZOO MI 49008-1446 (269) 375-7468 2908
Bennett Management Corp. 5431 W Main St KALAMAZOO MI 49009-1009 (269) 343-7510 3568
Northwind Investments, Inc. 812 North Cedar Street KALKASKA MI 49646-8331 (231) 258-8000 5189
Factorial Restaurant Holdings LLC 2880 - 28th Street, S. E. KENTWOOD MI 49512-1623 (616) 575-5621 1340

63
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Factorial Restaurant Holdings LLC 2880 East Paris Se KENTWOOD MI 49512-1923 (616) 957-0826 8796
Factorial Restaurant Holdings LLC 5260 Eastern Avenue S.E. KENTWOOD MI 49508-6010 (616) 531-0097 8834
Factorial Restaurant Holdings LLC 5135 Broadmoor Avenue, S.E. KENTWOOD MI 49512-0000 (616) 656-5972 11440
Velarde 575 South Carpenter Avenue KINGSFORD MI 49802-4528 (906) 774-5210 3785
Carrols LLC 1155 South Lapeer Road LAKE ORION MI 48360-1432 (248) 693-2390 4252
Bennett Management Corp. 7370 Secor Road LAMBERTVILLE MI 48144-9737 (734) 854-5444 6523
Velarde 330 Lanse Ave LANSE MI 49946-1022 (906) 524-4700 13128
GPS Hospitality Partners III, LLC 5522 S Cedar St LANSING MI 48911 (517) 234-7016 1481
GPS Hospitality Partners III, LLC 3125 E Saginaw St LANSING MI 48912 (517) 234-7014 1519
GPS Hospitality Partners III, LLC 505 E Saginaw St LANSING MI 48906 517-234-7018 5624
GPS Hospitality Partners III, LLC 7416 W Saginaw Hwy LANSING MI 48917 517-234-7013 6183
GPS Hospitality Partners III, LLC 523 S. Waverly LANSING MI 48917 (517) 234-7012 8460
GPS Hospitality Partners III, LLC 3311 S Martin Luther King Jr Blvd LANSING MI 48910 (517) 234-7017 12675
Carrols LLC 727 South Main Street LAPEER MI 48446-3031 (810) 245-5604 2509
GPS Hospitality Partners III, LLC 2155 Dix Rd. LINCOLN PARK MI 48146 313-209-7685 417
GPS Hospitality Partners III, LLC 4063 Fort Street LINCOLN PARK MI 48146 (313) 209-7684 11690
GPS Hospitality Partners III, LLC 29211 W. Seven Mile Rd. LIVONIA MI 48152 (248) 234-6379 331
EYM King of Michigan, LLC 28203 Plymouth Road LIVONIA MI 48150-5300 (734) 525-7006 410
EYM King of Michigan, LLC 34835 Plymouth Avenue LIVONIA MI 48150-1420 (734) 744-6020 3995
GPS Hospitality Partners III, LLC 15378 Middlebelt Rd. LIVONIA MI 48154 734-270-6039 4199
Crown Ventures, Inc. 1400 W. Main Ste. LOWELL MI 49331 (616) 987-5060 26761
Northwind Investments, Inc. 5215 West US 10 LUDINGTON MI 49431-9605 (231) 845-6147 13684
King Of Macomb, Inc. 18815 Hall Rd MACOMB MI 48044-4215 (586) 263-5777 6575
GPS Hospitality Partners III, LLC 45470 Gratiot Ave. MACOMB MI 48042 (586) 238-3030 6820
GPS Hospitality Partners III, LLC 1540 East 12 Mile Rd. MADISON HGTS MI 48071 248-234-6378 319
Northwind Investments, Inc. 134 Parkdale Avenue MANISTEE MI 49660-1128 (231) 723-8600 9200
Velarde 3520 US-41 MARQUETTE MI 49855 (906) 273-1295 24697
Clayton 3100 Gratiot Avenue MARYSVILLE MI 48040 (810) 364-6390 5763
Union Burgers LLC 18520 Allen Road MELVINDALE MI 48122 (313) 381-0897 3996
Velarde 2225 North Tenth Street MENOMINEE MI 49858-2109 (906) 863-7873 4134
Carrols LLC 4080 Page Avenue MICHIGAN CENTER MI 49254-1030 (517) 764-7705 10357
GPS Hospitality Partners III, LLC 6730 Eastman Ave. MIDLAND MI 48642 (989) 266-8232 7824
GPS Hospitality Partners III, LLC 2029 S Saginaw Rd MIDLAND MI 48640 (989) 266-8233 13694
Bennett Management Corp. 1566 North Telegraph Road MONROE MI 48162-3342 (734) 242-6120 5312
Bennett Management Corp. 1975 Welcome Way MONROE MI 48162-9300 (734) 289-4416 6425
Skrelja 54 North Groesbeck Hwy MOUNT CLEMENS MI 48043-5427 (586) 465-5551 4115
Sacco 1912 South Mission Road MOUNT PLEASANT MI 48858 (989) 773-5080 886
Sacco 5014 East Pickard Road MOUNT PLEASANT MI 48858 (989) 772-0238 6024
Bravokilo, Inc. 1436 Apple Avenue MUSKEGON MI 49442-3749 (231) 773-9321 300
Bravokilo, Inc. 928 Terrace Street MUSKEGON MI 49440-1321 (231) 728-7157 5188
Bravokilo, Inc. 1815 East Sternberg Road MUSKEGON MI 49444-9704 (231) 798-4434 14465
GPS Hospitality Partners III, LLC 27700 - 23 Mile Rd. NEW BALTIMORE MI 48047 586-238-3034 2792
Versaci 35727 Green St NEW BALTIMORE MI 48047 (586) 210-8001 22127
Huron's Best, Inc. 35777 S Huron Rd NEW BOSTON MI 48164 (734) 753-4527 11093
Bravokilo, Inc. 8180 Mason Street NEWAYGO MI 49337-8896 (231) 652-4174 9028
Huron's Best, Inc. 3270 newport road NEWPORT MI 48166 (734) 872-1260 14151
Gregory/Gregory 1250 South 11th Street NILES MI 49120-3409 (269) 684-3172 11257
Bravokilo, Inc. 2190 Holton Road NORTH MUSKEGON MI 49445-1600 0911-6435816 9640
Bravokilo, Inc. 3436 Henry Street NORTON SHORES MI 49441-4356 (231) 737-9242 458
GPS Hospitality Partners III, LLC 5325 North U.S. 23 OSCODA MI 48750 (989) 266-8240 4907
Carrols LLC 6044 Street Anthony Road OTTAWA LAKE MI 49267-0000 (734) 854-2363 12874
Tower 1365 East Main Street OWOSSO MI 48867 (989) 723-8468 4906

64
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Carrols LLC 12301 Michigan Avenue PARMA MI 49269-9575 (517) 531-3044 9989
Bennett Management Corp. 840 South Kalamazoo Ave. PAW PAW MI 49079-9230 (269) 657-4844 6169
GPS Hospitality Partners III, LLC 2994 Lansing Rd. PERRY MI 48872 (517) 234-7019 5943
Northwind Investments, Inc. 920 Charlevoix Avenue PETOSKEY MI 49770-8430 (231) 439-0600 10758
Crown Ventures, Inc. 1201 M-89 PLAINWELL MI 49080 (269) 685-6730 5458
GPS Hospitality Partners III, LLC 40880 Ann Arbor Rd. PLYMOUTH MI 48170 734-270-6040 3923
Carrols LLC 44475 Five Mile Road PLYMOUTH MI 48170-2555 (734) 453-4010 6803
GPS Hospitality Partners III, LLC 90 East Walton Blvd. PONTIAC MI 48340 (248) 234-6376 4314
Carrols LLC 2200 South Opdyke PONTIAC MI 48341-3156 (248) 334-0432 9802
Clayton 3584 Pine Grove Avenue PORT HURON MI 48060 (810) 987-6799 487
Clayton* 999 24th Street PORT HURON MI 48060 (810) 987-6462 6462
Bennett Management Corp. 6415 South Westnedge PORTAGE MI 49002-3540 (1269) 323-2739 1333
Crown Ventures, Inc. 1515 Grand River PORTLAND MI 48875 (517) 647-2500 8733
Northwind Investments, Inc. 5085 220th Avenue REED CITY MI 49677-8556 (231) 832-2600 8459
Carrols LLC 67020 Gratiot Rd RICHMOND MI 48062 586-727-5080 24945
Huron's Best, Inc. 19010 Fort Street RIVERVIEW MI 48193 (734) 479-0202 16157
King of Crooks Road, Inc. 2593 Crooks Road ROCHESTER HILLS MI 48309-3627 (248) 852-7123 10324
Versaci 1056 Rochester Rd. ROCHESTER HILLS MI 48307 (248) 652-1117 26865
Factorial Restaurant Holdings LLC 4705 14 Mile Road N.E. ROCKFORD MI 49341-0000 (616) 951-7360 9303
Rom's Best Inc. 10939 Wayne Road ROMULUS MI 48174 (734) 995-2834 8732
GPS Hospitality Partners III, LLC 32435 Gratiot Ave ROSEVILLE MI 48066 586-238-3029 4725
GPS Hospitality Partners III, LLC 26640 Gratiot Ave ROSEVILLE MI 48066 586-200-0101 26138
EYM King of Michigan, LLC 31456 Woodward Ave ROYAL OAK MI 48073-0931 (248) 549-0228 746
Carrols LLC 1711 N Main St ROYAL OAK MI 48067-1367 (248) 542-5512 5712
GPS Hospitality Partners III, LLC 1420 N. Michigan Avenue SAGINAW MI 48602 (989) 266-8241 9847
GPS Hospitality Partners III, LLC 4930 State St SAGINAW MI 48603 (989) 266-8245 10972
GPS Hospitality Partners III, LLC 2625 Tittabawassee Rd SAGINAW TWP MI 48604 989-266-8244 4721
Clayton 200 Clinton Ave SAINT CLAIR MI 48079 (810) 329-6380 4265
Carrols LLC 30718 Harper Ave SAINT CLAIR SHORES MI 48082-1541 (586) 294-6706 6167
Northwind Investments, Inc. 930 Us Highway 2 W SAINT IGNACE MI 49781-9636 (906) 643-2600 10737
Bravokilo, Inc. 2051 Washington Ave SAINT JOSEPH MI 49085-2430 (269) 983-7489 1606
Carrols LLC 6190 West Michigan Avenue SALINE MI 48197-9214 (734) 944-9601 10338
Thumb King Restaurant, LLC 505 West Sanilac SANDUSKY MI 48471-9616 (810) 648-2286 11091
Factorial Restaurant Holdings LLC 6411 Blue Star Highway SAUGATUCK MI 49453-9401 (269) 857-5670 9833
Northwind Investments, Inc. 4441 I 75 Business Spur SAULT SAINTE MARIE MI 49783-3622 (906) 635-7400 11714
TA Operating LLC 6100 Sawyer Road SAWYER MI 49125-9343 (269) 426-4884 12477
Skrelja 50787 Van Dyke Ave SHELBY TOWNSHIP MI 48317-1365 (586) 739-5390 2493
King of Hayes Inc. 46925 Hayes Rd SHELBY TWP MI 48315-5509 (586) 566-7963 11985
King of Schoenherr, Inc. 50861 Schoenherr Rd SHELBY TWP MI 48315-3143 (586) 580-3460 18370
GPS Hospitality Partners III, LLC 7868 Gratiot Road SHIELDS MI 48609 (989) 266-8243 13338
Bravokilo, Inc. 752 Lagrange SOUTH HAVEN MI 49090-1955 (269) 637-2582 5987
EYM King of Michigan, LLC 23660 Telegraph Road SOUTHFIELD MI 48033-4118 (248) 799-9855 600
Carrols LLC 26211 West 12 Mile Road SOUTHFIELD MI 48034-1773 (248) 353-3630 2148
EYM King of Michigan, LLC 30711 Southfield Road SOUTHFIELD MI 48076-7740 (248) 645-9510 2639
The Evolution Company, LLC 15350 Eureka Road SOUTHGATE MI 48195-3261 (734) 282-3320 6959
Factorial Restaurant Holdings LLC 590 South State Street SPARTA MI 49345-1547 (616) 887-2018 7476
GPS Hospitality Partners III, LLC 918 South U.S. 27 ST JOHNS MI 48879 (989) 266-8223 1739
GPS Hospitality Partners III, LLC 24201 Harper ST. CLAIR SHORES. MI 48080 586-238-3033 791
GPS Hospitality Partners III, LLC 3855 S. Huron Rd. STANDISH MI 48658 989-266-8247 5997
King of Coolidge, Inc. 40200 Van Dyke Road STERLING HTS MI 48313-3731 (586) 979-1027 723
King Of Sterling Heights, Inc. 44805 Schoenherr STERLING HTS MI 48313-1139 (586) 739-7690 4515
Carrols LLC 44751 Mound Road STERLING HTS MI 48314-0000 (586) 731-3452 12081

65
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

King Of Big Beaver, Inc. 2210 Metropolitan Pkwy STERLING HTS MI 48310-4207 (586) 274-4542 16253
King of Mound, Inc. 5857 15 Mile Rd STERLING HTS MI 48310-5708 (586) 883-6690 17766
Bravokilo, Inc. 4626 Red Arrow Highway STEVENSVILLE MI 49127-8306 (269) 429-5392 5193
The Evolution Company, II, LLC 7030 Miller Road SWARTZ CREEK MI 48473-1527 (810) 630-2266 13435
GPS Hospitality Partners III, LLC 401 Lake Street TAWAS MI 48764 (989) 266-8228 10684
Carrols LLC 20905 Ecorse Road TAYLOR MI 48180-1840 (313) 291-3456 527
Carrols LLC 9525 Telegraph Road TAYLOR MI 48180-3355 (313) 292-3838 810
Carrols LLC 26776 Eureka TAYLOR MI 48180-4833 (734) 942-0083 6296
Union Burgers LLC 12900 Allen Road TAYLOR MI 48180 (734) 287-4554 7009
Carrols LLC 5822 Telegraph Road TAYLOR MI 48180-1213 (313) 299-7852 11347
Rom's Best Inc. 7555 Telegraph Rd TAYLOR MI 48180 (313) 292-3724 20788
Carrols LLC 837 Chicago Avenue TECUMSEH MI 49286-1211 (517) 423-0643 12841
Carrols LLC 1026 West Michigan Avenue THREE RIVERS MI 49093 (269) 278-6605 5055
Casciano Traverse City, Inc. 1054 East Front Street TRAVERSE CITY MI 49686 (231) 947-5400 1285
Casciano Traverse City, Inc. 3999 N U. S. 31 South TRAVERSE CITY MI 49684 (231) 946-1840 2744
Casciano Traverse City, Inc. 1800 S. Garfield Avenue TRAVERSE CITY MI 49686 (231) 947-2730 4479
Casciano Traverse City, Inc. 920 US 31 South TRAVERSE CITY MI 49684 (231) 943-9600 7883
Casciano Traverse City, Inc. 2504 US 31 North TRAVERSE CITY MI 49686 (231) 938-3600 8795
Casciano Traverse City, Inc. 2500 Crossing Circle TRAVERSE CITY MI 49684 (231) 932-7987 12885
GPS Hospitality Partners III, LLC 950 E. Big Beaver Rd. TROY MI 48083 (248) 234-6385 1891
Versaci 35 East 14 Mile Road TROY MI 48083-4517 (248) 589-1367 2281
EYM King of Michigan, LLC 1113 East West Maple Road WALLED LAKE MI 48390-3762 (248) 313-9472 3532
EYM King of Michigan, LLC 2411 East 8 Mile Road WARREN MI 48091-2487 (586) 759-6446 595
Carrols LLC 31208 Schoenherr Street WARREN MI 48088-7048 (586) 296-4829 3562
GPS Hospitality Partners III, LLC 27010 Hoover WARREN MI 48093 586-238-3031 4095
Williams 24840 Ryan Road WARREN MI 48091-3389 (586) 758-3806 4395
GPS Hospitality Partners III, LLC 23027 Van Dyke WARREN MI 48091 586-238-3032 5267
Williams 27700 Mound Road WARREN MI 48092-4559 (586) 558-3225 10523
GPS Hospitality Partners III, LLC 3402 Elizabeth Lake Rd. WATERFORD MI 48328 248-234-6384 758
GPS Hospitality Partners III, LLC 7320 Highland WATERFORD MI 48327 (248) 234-6381 5295
GPS Hospitality Partners III, LLC 2100 Dixie Hwy WATERFORD TWP MI 48328 248-234-6382 24500
Bravokilo, Inc. 3733 North M-140 WATERVLIET MI 49098-9551 (269) 463-4957 9461
Crown Ventures, Inc. 1111 W Superior St WAYLAND MI 49348-1286 (269) 792-0617 8023
GPS Hospitality Partners III, LLC 2925 Cook Rd. WEST BRANCH MI 48661 (989) 266-8225 3443
Carrols LLC 237 North Wayne Road WESTLAND MI 48185-3689 (734) 641-8484 3998
Carrols LLC 120 South Merriman WESTLAND MI 48186-5009 (734) 729-6137 13089
Bravokilo, Inc. 3123 Colby Road WHITEHALL MI 49461-9637 (231) 893-5200 6843
EYM King of Michigan, LLC 9774 East M-36 WHITMORE LAKE MI 48189-9703 (734) 449-0176 9897
Union Burgers LLC 28037 Wixom Road WIXOM MI 48393 (248) 344-0062 12148
Huron's Best, Inc. 20993 West Road WOODHAVEN MI 48183 734-561-3549 26856
Factorial Restaurant Holdings LLC 1313 28th Street, S. W. WYOMING MI 49509-2703 (616) 531-6353 551
Factorial Restaurant Holdings LLC 990 44th Street WYOMING MI 49509-4416 (616) 531-3686 13005
Carrols LLC 1073 E. Michigan Ave. YPSILANTI MI 48198-5805 (734) 484-4714 19948
Factorial Restaurant Holdings LLC 261 South State Street ZEELAND MI 49464-1637 (616) 772-1307 7169
Tri City Foods of Minnesota, LLC 2011 E Main St ALBERT LEA MN 56007-3918 (507) 373-3365 2641
Tri City Foods of Minnesota, LLC 6495 LaBeux Avenue N.E. ALBERTVILLE MN 55301-4016 (763) 497-4992 14011
NDM Restaurants, L.C. 303 30th Avenue ALEXANDRIA MN 56308-3429 (320) 763-7279 3496
NDM Restaurants, L.C. 209 Nokomis Street ALEXANDRIA MN 56308-1548 (320) 763-1675 11071
Tri City Foods of Minnesota, LLC 1409 4th Street Nw AUSTIN MN 55912-1802 (507) 433-1505 9081
Bemidji North, Inc. 2575 Hannah Avenue N.W. BEMIDJI MN 56601-5642 (218) 444-2569 13275
Bemidji South, Inc. 1000 Paul Bunyan Drive SW BEMIDJI MN 56601-0000 (218) 308-2768 16833
Viking Restaurants, LLC 206 14th Street N, BENSON MN 56215-1105 (320) 843-2505 11868

66
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Tri City Foods of Minnesota, LLC 12309 Central Avenue BLAINE MN 55434-3919 (763) 757-2140 2642
Tri City Foods of Minnesota, LLC 10861 University Avenue N. E. BLAINE MN 55434-8032 (763) 755-6977 9993
Tri City Foods of Minnesota, LLC 4125 Ball Rd NE BLAINE MN 55014-1856 (763) 780-9133 18096
Tri City Foods of Minnesota, LLC 100 West 98th Street BLOOMINGTON MN 55420-4804 (952) 888-0616 208
Velarde 9008 Penn Avenue, South BLOOMINGTON MN 55431-2226 (952) 884-3645 3099
Tri City Foods of Minnesota, LLC 10801 Bloomington Ferry Road BLOOMINGTON MN 55438-2275 (952) 942-0695 6299
Tri City Foods of Minnesota, LLC 60 E Broadway BLOOMINGTON MN 55425-5510 (952) 500-8744 21605
Velarde 808 West Washington BRAINERD MN 56425-2934 (218) 270-2276 2423
Viking Restaurants, LLC 3201 County Road 10 BROOKLYN CENTER MN 55429-3052 (763) 561-4790 13492
Viking Restaurants, LLC 8501 Xylon Avenue North BROOKLYN PARK MN 55445-1820 (763) 424-4259 4481
Tri City Foods of Minnesota, LLC 8510 Edinburgh Center Drive BROOKLYN PARK MN 55443-3723 (763) 493-5255 6270
Tri City Foods of Minnesota, LLC 9725 Xenia Ave. North BROOKLYN PARK MN 55443 (763) 432-6368 24313
Tri City Foods of Minnesota, LLC 14251 Nicolet Avenue BURNSVILLE MN 55337-5773 (952) 435-5304 4009
Tri City Foods of Minnesota, LLC 1150 East Highway 13 BURNSVILLE MN 55337-2901 (952) 890-7229 4151
Viking Restaurants, LLC 7765 Century Boulevard CHANHASSEN MN 55317-4410 (952) 474-4364 17367
Tri City Foods of Minnesota, LLC 945 Ash Street CLEARWATER MN 55320-2056 (320) 558-9227 13476
Velarde 1304 MN-33 S CLOQUET MN 55720 (312) 666-0044 28197
Tri City Foods of Minnesota, LLC 2025 Northdale Boulevard COON RAPIDS MN 55433-3004 (763) 754-1058 5012
Viking Restaurants, LLC 13005 Riverdale Drive COON RAPIDS MN 55448-1064 (763) 421-0029 7215
Tri City Foods of Minnesota, LLC 8501 Springbrook Drive COON RAPIDS MN 55433-6032 (763) 786-4127 7557
Tri City Foods of Minnesota, LLC 8481 S. E. Point Douglas Road COTTAGE GROVE MN 55016-3376 (651) 769-1697 11535
Knoop/Knoop 471 East Highway 10 DETROIT LAKES MN 56501-3605 (218) 847-8622 9169
Velarde 208 E. Central Entrance DULUTH MN 55811-5512 (218) 722-8687 3037
Velarde 210 South 27 Avenue DULUTH MN 55806-3800 (218) 529-2350 11813
Velarde 2220 London Rd DULUTH MN 55812 (218) 522-4515 28225
Viking Restaurants, LLC 1275 Town Centre Drive EAGAN MN 55123-1067 (651) 456-0759 5177
Viking Restaurants, LLC 1980 Rahncliff Court EAGAN MN 55122-3370 (651) 452-5332 6498
Tri City Foods of Minnesota, LLC 5105 Edina Industrial Blvd EDINA MN 55439-3009 (952) 896-9871 8224
Tri City Foods of Minnesota, LLC 850 Freeport Ave ELK RIVER MN 55330-2646 (763) 441-6050 4929
Tri City Foods of Minnesota, LLC 1022 East Blue Earth Avenue FAIRMONT MN 56031-4038 (507) 238-9400 6545
Tri City Foods of Minnesota, LLC 1501 Nw 7 Street FARIBAULT MN 55021-4640 (507) 332-7960 4553
NDM Restaurants, L.C. 705 Vernon Avenue East FERGUS FALLS MN 56537-3031 (218) 739-9330 12156
Tri City Foods of Minnesota, LLC 1131 Broadway FOREST LAKE MN 55025-1416 (651) 371-7488 4169
Tri City Foods of Minnesota, LLC 289 57th Avenue N.E. FRIDLEY MN 55432-5421 (763) 502-6987 13091
Tri City Foods of Minnesota, LLC 9347 Us Highway 169 GARRISON MN 56450-2233 (320) 692-2010 18210
Viking Restaurants, LLC 2200 10th Street East GLENCOE MN 55336-2641 (320) 864-5701 11022
Viking Restaurants, LLC 6660 Wayzata Blvd. GOLDEN VALLEY MN 55426-1713 (763) 546-2162 798
Kopischke Enterprise, Inc. 126 N. E. 4th. Street GRAND RAPIDS MN 55744 (218) 326-9205 9247
Tri City Foods of Minnesota, LLC 1536 175th Lane North East HAM LAKE MN 55304-4355 (763) 434-5242 8355
Viking Restaurants, LLC 100 West 33rd Street HASTINGS MN 55033-3603 (651) 438-3686 6940
Velarde 4496 Sugar Maple Dr HERMANTOWN MN 55811-1689 (218) 729-9517 20950
NDM Restaurants, L.C. 1185 West Highway 7 HUTCHINSON MN 55350-1511 (320) 587-9225 8196
Velarde 2000 North Highway 71 JACKSON MN 56143-1088 (507) 847-4647 14087
Tri City Foods of Minnesota, LLC 408 S Mantorville Drive KASSON MN 55944-1261 (507) 634-4014 16871
Velarde 1535 North Lakeshore Drive LAKE CITY MN 55041-9022 (651) 345-2345 9903
Viking Restaurants, LLC 1112 First Avenues N. E. LITTLE FALLS MN 56345-0000 (320) 632-8216 10771
NDM Restaurants, L.C. 205 Lake Street LONG PRAIRIE MN 56347-0000 (320) 732-1979 12389
Tri City Foods of Minnesota, LLC 1318 South Riverfront Drive MANKATO MN 56001-2446 (507) 345-5516 6615
Tri City Foods of Minnesota, LLC 13840 Grove Drive MAPLE GROVE MN 55311-4408 (763) 420-7120 4507
Viking Restaurants, LLC 2440 White Bear Avenue MAPLEWOOD MN 55109-5137 (651) 779-6621 13833
Velarde 1229 East College Drive MARSHALL MN 56258-2009 (507) 591-5006 5587
Tri City Foods of Minnesota, LLC 318 East Kraft Drive MELROSE MN 56352-1377 (320) 256-4100 9994

67
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

P3 Foods, LLC 3342 Nicollet Avenue South MINNEAPOLIS MN 55408-4442 (612) 824-9828 139
Tri City Foods of Minnesota, LLC 4605 Hiawatha Ave. MINNEAPOLIS MN 55406-3927 (612) 729-9559 5846
Viking Restaurants, LLC 3200 Washington Avenue North MINNEAPOLIS MN 55412-2640 (612) 522-5433 9798
Tri City Foods of Minnesota, LLC 1500 Stinson Boulevard Ne MINNEAPOLIS MN 55413-1744 (612) 331-8582 11284
Tri City Foods of Minnesota, LLC 925 Washington Avenue. SE MINNEAPOLIS MN 55414-3036 (612) 379-7708 12250
P3 Foods, LLC 818 West Broadway MINNEAPOLIS MN 55411-2614 (612) 588-7909 13662
NDM Restaurants, L.C. 586 South West 1st Street MONTEVIDEO MN 56265-2106 (320) 269-5716 10678
Tri City Foods of Minnesota, LLC 200 Lauring Lane MONTICELLO MN 55362-8922 (763) 295-2333 4327
NDM Restaurants, L.C. 2412 Eighth Street South MOORHEAD MN 56560-4443 (218) 236-7815 4934
NDM Restaurants, L.C. 100 21st Street North MOORHEAD MN 56560-2502 (218) 236-6221 7961
Tri City Foods of Minnesota, LLC 2651 County Road I MOUNDSVIEW MN 55112-4302 (763) 784-8507 4116
NDM Restaurants, L.C. 1922 South Broadwy NEW ULM MN 56073-3753 (507) 354-1268 14134
Viking Restaurants, LLC 1598 Hastings Road NEWPORT MN 55055-1646 (651) 458-9445 7454
Tri City Foods of Minnesota, LLC 38711 Tanger Drive NORTH BRANCH MN 55056-5433 (651) 674-8727 11682
Tri City Foods of Minnesota, LLC 2535 Division Street North NORTH ST PAUL MN 55109-3112 (651) 779-7188 5591
Tri City Foods of Minnesota, LLC 7051 10th Street North OAKDALE MN 55128-5938 (651) 735-5515 6530
Tri City Foods of Minnesota, LLC 735 Bridge Street OWATONNA MN 55060-2769 (507) 455-9700 7444
NDM Restaurants, L.C. 310 East First Street PARK RAPIDS MN 56470-1615 (218) 732-0265 11345
Pelican Fast Foods, Inc. 120 S Broadway PELICAN RAPIDS MN 56572 218.863-8606 25932
Tri City Foods of Minnesota, LLC 14430 28th Place North PLYMOUTH MN 55447-4837 (763) 559-8151 3937
Tri City Foods of Minnesota, LLC 108 Ninth Avenue Circle South PRINCETON MN 55371-2342 (763) 389-5180 9095
Tri City Foods of Minnesota, LLC 5020 160th Street SE PRIOR LAKE MN 55372-2537 (952) 447-3312 4122
NDM Restaurants, L.C. 516 East Bridge Street REDWOOD FALLS MN 56283-1168 (507) 637-3169 11534
Viking Restaurants, LLC 96 West 66 Street RICHFIELD MN 55423-2316 (612) 866-5292 9826
Tri City Foods of Minnesota, LLC 1550 North Broadway ROCHESTER MN 55906-4146 (507) 285-1621 5780
Tri City Foods of Minnesota, LLC 2630 S Broadway Ave ROCHESTER MN 55904-6256 (507) 252-0580 14540
Tri City Foods of Minnesota, LLC 1207 Marion Road SE ROCHESTER MN 55904-5711 (507) 252-0597 19639
Ram Fast Foods Inc 209 5th Ave NW ROSEAU MN 56751 218-450-2244 28519
Tri City Foods of Minnesota, LLC 3460 150th St W ROSEMOUNT MN 55068-1776 (1651) 344-8130 11033
Tri City Foods of Minnesota, LLC 2151 North Snelling Ave. ROSEVILLE MN 55113-6002 (651) 200-3841 773
Tri City Foods of Minnesota, LLC 2080 West County Road C ROSEVILLE MN 55113-2501 (651) 631-4998 4765
Tri City Foods of Minnesota, LLC 1560 West 4th Street RUSH CITY MN 55069-5013 (320) 358-4314 11243
Viking Restaurants, LLC 3310 W Division St SAINT CLOUD MN 56301-3725 (320) 253-4140 765
Tri City Foods of Minnesota, LLC 841 Maryland Ave E SAINT PAUL MN 55106-2616 (651) 771-9666 281
Tri City Foods of Minnesota, LLC 455 Robert St S SAINT PAUL MN 55107-2217 (612) 228-0016 6241
Tri City Foods of Minnesota, LLC 695 7th St E SAINT PAUL MN 55106-5004 (651) 776-6055 10284
Viking Restaurants, LLC 1710 Pine Cone Rd South SARTELL MN 56377 (320) 774-2064 23273
Viking Restaurants, LLC 15 South Benton Drive SAUK RAPIDS MN 56379-1415 (320) 654-8283 9476
Tri City Foods of Minnesota, LLC 1330 East 1st Avenue SHAKOPEE MN 55379-1733 (952) 405-8175 3956
Tri City Foods of Minnesota, LLC 3333 Rice Street SHOREVIEW MN 55126-3051 (651) 483-0962 8004
Viking Restaurants, LLC 100 Grand Avenue East SOUTH SAINT PAUL MN 55075-1110 (651) 451-2701 5721
Viking Restaurants, LLC 4325 Clearwater Rd ST CLOUD MN 56301-9632 (320) 774-6657 19076
Viking Restaurants, LLC 3650 Aquila Avenue, South ST LOUIS PARK MN 55426-3901 (952) 936-0440 4298
Viking Restaurants, LLC 1698 Rice Street ST. PAUL MN 55113-6801 (651) 489-2636 6810
Viking Restaurants, LLC 201 2nd N.E. STAPLES MN 56479-0000 (218) 894-3202 11831
Viking Restaurants, LLC 849 North Jefferson WADENA MN 56482-2334 (218) 631-3351 11023
Tri City Foods of Minnesota, LLC 1905 State Street North WASECA MN 56093 (507) 201-3236 25552
Tri City Foods of Minnesota, LLC 1215 Gun Club Road WHITE BEAR LAKE MN 55110-3379 (651) 429-6986 6590
NDM Restaurants, L.C. 1201 South 1st Street WILLMAR MN 56201-4230 (320) 235-1379 4167
NDM Restaurants, L.C. 1611 East Highway 12 WILLMAR MN 56201-3893 (320) 235-6812 14060
Velarde 850 Mankato Avenue WINONA MN 55987 (507) 615-0292 28570
Tri City Foods of Minnesota, LLC 1501 Weir Drive WOODBURY MN 55125-2244 (651) 731-8720 5713

68
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Tri City Foods of Minnesota, LLC 9896 Norma Lane WOODBURY MN 55125-4835 (651) 714-7181 11254
Velarde 1322 Oxford Street WORTHINGTON MN 56187-1762 (507) 372-7773 11829
Tasty King of Missouri, LLC 1202 North Missouri Street MACON MO 63552 (660) 385-0944 13311
Trans Am Restaurants, Inc. 3600 West Outer Road ARNOLD MO 63010-5230 (636) 282-5845 12771
Ad Astra II, Inc. 7809 East 171st Street BELTON MO 64012 (816) 322-2492 5115
CHI Investments, Inc. 1001 N.E. Coronado Drive BLUE SPRINGS MO 64014-2971 (816) 220-9050 12625
Tasty King of Missouri, LLC 1128 NW Woods Chapel Roads BLUE SPRINGS MO 64015 (816) 622-3862 28601
Tasty King of Missouri, LLC 1911 South Springfield Avenue BOLIVAR MO 65613-9684 (417) 326-2373 8384
Tasty King of Missouri, LLC 1115 W Fort Scott St BUTLER MO 64730 (314) 257-0610 29053
Tasty King of Missouri, LLC 606 Baldwin CAMERON MO 64429-2593 (816) 632-2887 10641
Drury Restaurants, Inc. 2346 Broadway CAPE GIRARDEAU MO 63701-0000 (573) 334-7373 1094
Northwest Development Company 495 South Mt. Auburn Road CAPE GIRARDEAU MO 63701-0000 (573) 335-1080 3340
Tasty King of Missouri, LLC 1011 West Central Street CARTHAGE MO 64836-1028 (417) 358-4267 6030
Tasty King of Missouri, LLC 599 E Business 36 CHILLICOTHE MO 64601 660-240-3335 28545
Tasty King of Missouri, LLC 1303 E Ohio St CLINTON MO 64735 (1660) 722-0322 29076
BRG Quikserve, LLC 100 E. Bus Loop 70 COLUMBIA MO 65203 573-499-0369 3529
BRG Quikserve, LLC 3400 Clark Lane COLUMBIA MO 65202 573-474-7987 10351
BRG St. Louis, LLC 3121 N. Hwy 67 CROSS KEYS MO 63034 314-831-5219 4671
Drury Restaurants, Inc. 408 North State DESLOGE MO 63601-3054 (573) 431-6083 11043
Trans Am Restaurants, Inc. 1013 North One Mile Road DEXTER MO 63841-1008 (573) 624-6747 11300
BRG St. Louis, LLC 16112 Manchester Rd ELLISVILLE MO 63011 636-220-8990 26190
Dharod 235 West 5th Street EUREKA MO 63025-1143 (636) 543-6410 3106
Tasty King of Missouri, LLC 202 S Mccleary Rd EXCELSIOR SPRINGS MO 64024-9027 (816) 637-2974 17508
Drury Restaurants, Inc. 521 W. Karsch Blvd FARMINGTON MO 63640-3312 (573) 756-6947 6301
Trans Am Restaurants, Inc. 1036 Bowles Avenue FENTON MO 63026-2341 (636) 326-2854 13070
Neikirk 653 Gravois Bluffs Blvd FENTON MO 63026-7716 (636) 349-3116 21851
BRG Liberty, LLC 10890 West Florissant FERGUSON MO 63136 314-522-6039 11161
Trans Am Restaurants, Inc. 802 Lee Ave FESTUS MO 63028-2155 (636) 933-1974 13761
BRG St. Louis, LLC 8411 N. Lindbergh FLORRISANT MO 63031 314-838-0220 383
Army Air Force Exchange Services 266 Constitution Ave FORT LEONARD WOOD MO 65473-8934 (573) 329-3952 15180
Tasty King of Missouri, LLC 6001 North East Antioch Road GLADSTONE MO 64119-1832 (816) 452-3580 2643
Tasty King of Missouri, LLC 1120 NW Buckner Tarsney Rd GRAIN VALLEY MO 64029 (913) 423-0802 29101
Tasty King of Missouri, LLC 12921 South Highway 71 GRANDVIEW MO 64030-2533 (816) 763-6601 3884
Tasty King of Missouri, LLC 4811 McMasters Avenue HANNIBAL MO 63401-2247 (573) 221-9100 12211
Dharod 504 S. Commercial HARRISONVILLE MO 64701-1634 (816) 659-5720 16734
Nashville Quality, LLC 2161 E. Hwy 84 HAYTI MO 63851 (573) 479-3100 24721
BRG St. Louis, LLC 5965 Howdershell Road HAZELWOOD MO 63042 314-528-6340 25185
Dharod 14001 East 42nd Street INDEPENDENCE MO 64055-4761 (816) 927-2090 4096
Dharod 16901 E US Highway 24 INDEPENDENCE MO 64056-1531 (816) 984-4120 12213
Tasty King of Missouri, LLC 16703 East 23 Road INDEPENDENCE MO 64055-1924 (816) 836-5544 13053
Dharod 11500 E 23rd Street INDEPENDENCE MO 64052-3630 (816) 984-6981 17053
Drury Restaurants, Inc. 2235 Highway 61 East JACKSON MO 63755-2908 (573) 243-2121 5305
BRG Quikserve, LLC 1923 Christy Drive JEFFERSON CITY MO 65101 573-616-3739 21850
BRG St. Louis, LLC 521 Missouri Blvd JEFFERSON CITY MO 65101 573-616-4056 27482
Dharod 8017 W Florissant Ave JENNINGS MO 63136-1400 (314) 723-6274 18130
BRG Malls, LLC 101 N. Range Line Ste 272 JOPLIN MO 64801 417-782-5464 19058
BRG St. Louis, LLC 1931 South Rangeline Rd JOPLIN MO 64801 417-317-5812 25997
Tasty King of Missouri, LLC 3441 Main Street KANSAS CITY MO 64111-1924 (816) 753-4970 3685
Dharod 700 E Red Bridge Road KANSAS CITY MO 64131-3672 (816) 608-2442 6995
Gilbertson Restaurants, LLC 9650 N. E Barry Road KANSAS CITY MO 64157-1086 (816) 781-0699 11265
Host Int'l, Inc Kansas City International Airport KANSAS CITY MO 64195-0000 (816) 243-5700 15141
Dharod 10517 Blue Ridge Blvd KANSAS CITY MO 64134-1918 (816) 984-6979 17318

69
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Dharod 4351 Blue Pkwy KANSAS CITY MO 64130-2869 (816) 984-1885 17517
Gilbertson Restaurants, LLC 8581 N Boardwalk Ave KANSAS CITY MO 64154 (816) 584-0688 20803
Tasty King of Missouri, LLC 7200 Parvin Road KANSAS CITY MO 64117 816-413-8223 27285
Tasty King of Missouri, LLC 3201 Northeast Barry Road KANSAS CITY MO 64156 816-890-9431 27341
Gilbertson Restaurants, LLC 605 West 92 Highway KEARNEY MO 64060-8661 (816) 635-9804 13074
Trans Am Restaurants, Inc. 1804 First Street KENNETT MO 63857-2532 (573) 888-1383 9328
BRG Quikserve, LLC 3154 US Highway 54 Ste 102 KINGDOM CITY MO 65262 573-826-3400 19449
BK Kirksville, LLC 2211 North Baltimore KIRKSVILLE MO 63501-1905 (660) 627-7774 7774
Tasty King of Missouri, LLC 1077 S. Jefferson LEBANON MO 65536-3672 (417) 532-5910 4513
Ad Astra II, Inc. 850 NE Woods Chapel Rd LEES SUMMIT MO 64064-1906 (816) 350-7443 12688
Tasty King of Missouri, LLC 637 North Mo Highway 291 LEE'S SUMMIT MO 64086-0000 (816) 525-5575 11162
BRG St. Louis, LLC 1269 Spur Drive MARSHFIELD MO 65706 417-356-3478 26135
BRG Liberty, LLC 13565 Riverport Dr MARYLAND HTS MO 63043 314-209-7501 11245
Gilbertson Restaurants, LLC 1601 South Main Street MARYVILLE MO 64468 (660) 562-0062 13087
Drury Restaurants, Inc. 99 Matthews Lane MINER MO 63801-5345 (573) 472-0899 12951
BRG Quikserve, LLC 1712 N. Morley Street MOBERLY MO 65270 660-372-1493 6453
Tasty King of Missouri, LLC 875 East Highway 60 MONETT MO 65708-9360 (417) 235-5934 12415
Tasty King of Missouri, LLC 2110 N Main St MOUNTAIN GROVE MO 65711 (417) 926-4200 23540
Tasty King of Missouri, LLC 3095 Gardener - Edgewood NEOSHO MO 64850-3109 (417) 451-8914 11049
Tasty King of Missouri, LLC 2200 East Austin NEVADA MO 64772-4213 (417) 448-8929 12281
Gilbertson Restaurants, LLC 1970 Diamond PKWY NORTH KANSAS CITY MO 64116 (816) 471-2097 27135
BRG Quikserve, LLC 609 S Main Street O'FALLON MO 63366 636-980-1216 3803
BRG Quikserve, LLC 2882 Highway K O'FALLON MO 63368 636-978-3525 11190
BRG Liberty, LLC 9203 Page Ave OVERLAND MO 63114 314-890-9620 670
Tasty King of Missouri, LLC 1699 West Jackson OZARK MO 65721-9160 (417) 485-0933 7204
Tasty King of Missouri, LLC 16055 Round Tripper Dr. PARKVILLE MO 64152 816-890-9901 28547
Drury Restaurants, Inc. 1205 Vincent St PERRYVILLE MO 63775 (573) 547-2144 28685
Northwest Development Company RR 1 Box & PEVELY MO 63070-9801 (636) 479-9700 4176
Gilbertson Restaurants, LLC 1712 Prairie View Road PLATTE CITY MO 64079-9717 (816) 858-0382 11616
Drury Restaurants, Inc. 1201 N. Westwood Avenue POPLAR BLUFF MO 63901-3311 (573) 686-5454 6708
Dharod 9945 East 350 Highway RAYTOWN MO 64133-6580 (816) 282-8163 3145
Tasty King of Missouri, LLC 801 Slumber Lane RICHMOND MO 64085 816-776-2738 27427
Tasty King of Missouri, LLC 1022 Kings Highway ROLLA MO 65401-2921 (573) 202-6876 5357
Dharod 709 N Jefferson St SAINT JAMES MO 65559-1927 (573) 727-6003 12493
Tasty King of Missouri, LLC 1212 N Belt Hwy SAINT JOSEPH MO 64506-2412 (816) 279-9713 1678
Tasty King of Missouri, LLC* 1517 S Belt Hwy SAINT JOSEPH MO 64507-2232 (816) 901-0413 2741
Tasty King of Missouri, LLC 715 E Highland Ave SAINT JOSEPH MO 64505-2608 (816) 676-2131 12131
Northwest Development Company 5601 Telegraph Rd SAINT LOUIS MO 63129-4219 (314) 894-6987 4773
Northwest Development Company 4324 Butler Hill Rd SAINT LOUIS MO 63128-3754 (314) 416-0637 9763
BRG Quikserve, LLC 399 Main Street SAINT PETERS MO 63376 636-970-3377 9030
Dharod 1001 Highway 32 West SALEM MO 65560-2363 (573) 727-6008 12923
Northwest Development Company 2614 Main Street SCOTT CITY MO 63780-1240 (573) 264-3244 3945
Tasty King of Missouri, LLC 1101 South Limit Avenue SEDALIA MO 65301-5127 (660) 829-0769 5539
Drury Restaurants, Inc. 921 East Malone Avenue SIKESTON MO 63801-3207 (573) 471-9242 1175
Tasty King of Missouri, LLC 15700 N. US 169 SMITHVILLE MO 64089 (816) 873-2572 29054
Tasty King of Missouri, LLC 935 West Kearney Street SPRINGFIELD MO 65803-1233 (417) 864-2834 1227
Tasty King of Missouri, LLC 3009 South Campbell Avenue SPRINGFIELD MO 65807-4908 (417) 882-8672 3232
Tasty King of Missouri, LLC 2138 North Glenstone Avenue SPRINGFIELD MO 65803-4646 (417) 865-3362 3475
Tasty King of Missouri, LLC 525 South National SPRINGFIELD MO 65802-3433 (417) 864-5775 7203
Tasty King of Missouri, LLC 1929 West Republic Rd SPRINGFIELD MO 65807 (417) 890-4033 24319
BRG St. Louis, LLC 425 N West By-Pass SPRINGFIELD MO 65802 417-319-6506 28213
BRG Quikserve, LLC 2320 1st Capitol Dr ST CHARLES MO 63301 (636) 757-5250 23775

70
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

BRG Quikserve, LLC 8297 Highway 47 ST CLAIRE MO 63077 636-629-2131 9262
Host Int'l, Inc 10701 Natural Bridge Road ST LOUIS MO 63145-0000 (314) 429-3400 11612
BRG St. Louis, LLC 10458 St. Charles Rock Rd ST. ANN MO 63074 314-423-2303 833
BRG Liberty, LLC 3259 Hampton Avenue ST. LOUIS MO 63139 314-644-2415 2139
BRG Liberty, LLC 5025 Delmar Ave ST. LOUIS MO 63108 314-361-1336 4177
BRG Liberty, LLC 5030 Natural Bridge Rd ST. LOUIS MO 63115 314-385-6215 6038
BRG Liberty, LLC 12701 Olive Blvd ST. LOUIS MO 63141 314-579-6080 8482
BRG Liberty, LLC 14124 Manchester Rd ST. LOUIS MO 63011 (636) 527-8586 9518
BRG Liberty, LLC 932 Loughborough Ave ST. LOUIS MO 63111 314-457-1011 16791
BRG St. Louis, LLC 1471 Dunn Rd ST. LOUIS MO 63138 314-274-8680 26136
BRG St. Louis, LLC 4008 Chippewa ST. LOUIS MO 63116 (314) 802-7066 26156
BRG Liberty, LLC 1575 Jungerman Rd ST. PETERS MO 63303 696-928-4549 4040
BRG St. Louis, LLC 420 Hwy Y ST. ROBERTS MO 65884 573-674-6279 27042
BRG St. Louis, LLC 10734 Sunset Hills Plaza SUNSET HILLS MO 63011 314-965-2902 4635
BRG St. Louis, LLC 5447 S. Lindbergh TESSON MO 63123 314-843-5647 520
BRG Quikserve, LLC 2 Front Street TROY MO 63379 636-462-5181 5510
BRG St. Louis, LLC 6 Silo Drive UNION MO 63084 636-744-1979 27498
BRG Quikserve, LLC 109 Highway AT VILLA RIDGE MO 63089 636-742-2011 11203
Tasty King of Missouri, LLC 215 East Young WARRENSBURG MO 64093-0000 (660) 747-1300 6906
BRG Quikserve, LLC 1002 North Hwy 47 WARRENTON MO 63383 636-456-1661 9947
BRG Liberty, LLC 1940 Washington Crossing WASHINGTON MO 63090 (636) 390-3939 15948
BRG Quikserve, LLC 1312 S Madison St WEBB CITY MO 64870 417-673-3832 10725
BRG St. Louis, LLC 1020 Quartz Canyon Drive WENTZVILLE MO 63385 636-327-3272 24352
Tasty King of Missouri, LLC 1317 Preacher Roe WEST PLAINS MO 65775-2939 (417) 255-1669 9331
Army Air Force Exchange Services 711 Vandenberg Avenue WHITEMAN AFB MO 65305-0000 (660) 563-3167 9733
Nashville Quality, LLC 904 US 278 AMORY MS 38821 (662) 597-2253 22551
Nashville Quality, LLC 101 Lakewood Drive BATESVILLE MS 38606-3011 (662) 561-4638 9264
GPS Hospitality Partners IV, LLC 699 US Hwy. 90 BAY ST. LOUIS MS 39520 (228) 687-8063 1928
Brooks Restaurants, Inc 1641 Pass Road BILOXI MS 39531-4312 (228) 374-2310 710
Brooks Restaurants, Inc 2395 Pass Road BILOXI MS 39531-2237 (228) 388-7812 6461
Nashville Quality, LLC 1207 North Second Street BOONEVILLE MS 38829 (662) 340-1540 22812
GPS Hospitality Partners IV, LLC 1540 W Government St. BRANDON MS 39042 (601) 286-8091 3349
Nashville Quality, LLC 778 Brookway Boulevard BROOKHAVEN MS 39601-2659 (601) 835-2443 3625
GPS Hospitality Partners IV, LLC 211 Handley Blvd. BYRUM MS 39272 (601) 286-8080 18296
GPS Hospitality Partners IV, LLC 1445 W Peace St CANTON MS 39046 601-691-4070 27007
Nashville Quality, LLC 503 Highway 16 West CARTHAGE MS 39051 (601) 654-2227 23955
GPS Hospitality Partners IV, LLC 416 South State St. CLARKSDALE MS 38614 (662) 546-8051 5942
GPS Hospitality Partners IV, LLC 215 North Davis CLEVELAND MS 38732 (662) 546-8053 4751
GPS Hospitality Partners IV, LLC 165a Broadway CLINTON MS 39056 (601) 286-8094 9167
Brooks Restaurants, Inc 6 Westview Road COLLINS MS 39428-3990 (601) 795-1199 12809
GPS Hospitality Partners IV, LLC 920 Highway 98 Byp COLUMBIA MS 39429 601-276-5059 26114
Nashville Quality, LLC 119 Alabama Street COLUMBUS MS 39702-5220 (662) 328-5004 8050
Nashville Quality, LLC 602 North 18th Avenue COLUMBUS MS 39701 (662) 798-0955 22554
Nashville Quality, LLC 1105 South Cass Street CORINTH MS 38834-6438 (662) 284-9500 5824
GPS Hospitality Partners IV, LLC 5400 West Aloha Blvd. DIAMONDHEAD MS 39525 228-687-8062 9004
Brooks Restaurants, Inc 10591 Diberville Blvd DIBERVILLE MS 39540-2403 (228) 396-3155 10555
GPS Hospitality Partners IV, LLC 60 Castlewoods Boulevard FLOWOOD MS 39232 (601) 286-8093 10674
GPS Hospitality Partners IV, LLC 190 W. Third St. FOREST MS 39074 (601) 286-8084 9435
Nashville Quality, LLC 1506 South Adams Street FULTON MS 38843-8498 (662) 862-2822 11656
Brooks Restaurants, Inc 3001 U. S. Highway 90 GAUTIER MS 39553-5160 (228) 497-6222 9337
GPS Hospitality Partners IV, LLC 1603 Hwy 82 East GREENVILLE MS 38703 (662) 546-8049 4185
GPS Hospitality Partners IV, LLC 1648 Hwy 1 South GREENVILLE MS 38701 (662) 546-8048 8095

71
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

GPS Hospitality Partners IV, LLC 928 Hwy 82 West GREENWOOD MS 38930 (662) 546-8050 5502
GPS Hospitality Partners IV, LLC 1250 Sunset Dr. GRENADA MS 38901 (662) 546-8046 6332
Brooks Restaurants, Inc 2509 25th Avenue GULFPORT MS 39501-4830 (228) 863-4096 1596
Brooks Restaurants, Inc 9440 Highway 49 North GULFPORT MS 39503-4258 (228) 864-7977 5668
Brooks Restaurants, Inc 11433 Highway 49 North GULFPORT MS 39503-3132 (228) 539-0611 11080
Brooks Restaurants, Inc 806 Broadway Drive HATTIESBURG MS 39401-7531 (601) 602-2522 1695
Brooks Restaurants, Inc 6517 Highway 49 North HATTIESBURG MS 39401-3006 (601) 268-1787 4673
Brooks Restaurants, Inc 1000 Turtle Creek Dr. #5 HATTIESBURG MS 39402-1173 (601) 264-8531 9037
Nashville Quality, LLC 28083 Highway 28 HAZLEHURST MS 39083-2239 (601) 894-3413 10869
Nashville Quality, LLC 145 Clarice Dr HOLLY SPRINGS MS 38635 (662) 333-1522 23068
Nashville Quality, LLC 2960 Goodman Rd West HORN LAKE MS 38637 (662) 470-5924 22456
Nashville Quality, LLC 1101-1107 Seymour Dr INDIANOLA MS 38751 (662) 887-7768 23810
GPS Hospitality Partners IV, LLC 3390 Terry Rd. JACKSON MS 39212 (601) 286-8078 4469
GPS Hospitality Partners IV, LLC 1470 Canton Mart Rd. JACKSON MS 39211 (601) 286-8095 6676
GPS Hospitality Partners IV, LLC 4302 North State St. JACKSON MS 39206 (601) 286-8077 7116
GPS Hospitality Partners IV, LLC 5597 Robinson Rd. Ext. JACKSON MS 39204 (601) 286-8079 7432
Burgers & More, Inc. 5700 Medgar Evers Blvd JACKSON MS 39213 (769) 572-3248 12137
GPS Hospitality Partners IV, LLC 595 East Beasley Rd. JACKSON MS 39206 (601) 286-8076 17137
Sodexo Operations, LLC Dining Service Student Union 1400 L JACKSON MS 39217-0002 (601) 979-0447 18374
GPS Hospitality Partners IV, LLC 1415 Ellis Ave JACKSON MS 39204 601-345-3555 27325
GPS Hospitality Partners IV, LLC 401 Hwy. 12 East KOSCIUSKO MS 39090 (662) 546-8047 9786
GPS Hospitality Partners IV, LLC 319 Beacon St. LAUREL MS 39440 (601) 286-8082 1465
GPS Hospitality Partners IV, LLC 2130 Hwy. 15 North LAUREL MS 39440 (601) 286-8081 9026
GPS Hospitality Partners IV, LLC 310 East Beach Blvd. LONGBEACH MS 39560 (228) 687-8064 7930
Nashville Quality, LLC 14860 W Main St LOUISVILLE MS 39339 (662) 446-9322 23957
Brooks Restaurants, Inc 11292 Old 63 S LUCEDALE MS 39452-6632 (601) 766-9800 9825
GPS Hospitality Partners IV, LLC 1874 Main Street MADISON MS 39110 (601) 286-8092 10605
Burgers & More, Inc. 108 Dees Way MADISON MS 39110 601.707.8732 22931
GPS Hospitality Partners IV, LLC 1570 Simpson Highway 49 MAGEE MS 39111 601-721-8989 27483
Nashville Quality, LLC 1450 Delaware Avenue MCCOMB MS 39648-3606 (601) 249-2074 1603
Nashville Quality, LLC 201 Edgewood Drive MCCOMB MS 39648-2058 (601) 684-8445 12305
GPS Hospitality Partners IV, LLC 2100 North Frontage Rd. MERIDIAN MS 39301 (601) 286-8089 5981
GPS Hospitality Partners IV, LLC 4825 8th St. MERIDIAN MS 39307 (601) 286-8088 9115
GPS Hospitality Partners IV, LLC 2413 N Hills St MERIDIAN MS 39301 (1601) 286-2730 29005
Brooks Restaurants, Inc 6527 Highway 63 MOSS POINT MS 39563-9598 (228) 474-9740 9740
GPS Hospitality Partners IV, LLC 421 Hwy. 61 N. NATCHEZ MS 39120 (601) 286-8083 9708
Nashville Quality, LLC 106 Park Plaza NEW ALBANY MS 38652-3122 (662) 534-8926 8926
Brooks Restaurants, Inc 1005 Bienville Blvd OCEAN SPRINGS MS 39564-2828 (228) 875-8324 5335
Nashville Quality, LLC 7485 Goodman Road OLIVE BRANCH MS 38654-2001 (662) 895-8025 8760
Nashville Quality, LLC 4872 Goodman Rd OLIVE BRANCH MS 38654-7950 (662) 890-5600 17853
Nashville Quality, LLC 7370 Hacks Crossing OLIVE BRANCH MS 38654 (662) 895-0256 23132
Nashville Quality, LLC 1741 University Drive East OXFORD MS 38655-4109 (662) 281-0870 11302
Brooks Restaurants, Inc 2523 Denny Avenue PASCAGOULA MS 39567-2412 (228) 769-2524 1074
GPS Hospitality Partners IV, LLC 292A West Beacon St. PHILADELPHIA MS 39350 (601) 286-8087 8096
GPS Hospitality Partners IV, LLC 798 Memorial Blvd. PICAYUNE MS 39466 (601) 286-8090 5083
Nashville Quality, LLC 207 Highway 15 North PONTOTOC MS 38863-0000 (662) 586-5008 12883
Brooks Restaurants, Inc 105 Highway 26 West POPLARVILLE MS 39470-3374 (601) 795-0350 11183
Nashville Quality, LLC 1010 Highway 49 RICHLAND MS 39218-0000 (601) 936-3602 15778
GPS Hospitality Partners IV, LLC 780 Lake Harbour Dr RIDGELAND MS 39157 (601) 286-8085 17500
Nashville Quality, LLC 102 City Ave North RIPLEY MS 38663 (662) 837-7717 23048
Nashville Quality, LLC 5101 Highway 51 SENATOBIA MS 38668-1725 (662) 560-0879 10367
Nashville Quality, LLC 985 Church Road West, SOUTH HAVEN MS 38672 (662) 510-8904 23997

72
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Nashville Quality, LLC 150 Goodman Road West SOUTHAVEN MS 38671-9405 (662) 349-3758 7463
Nashville Quality, LLC 409 Highway 12 East STARKVILLE MS 39759 (1662) 268-8175 25013
Nashville Quality, LLC 840 West Main Street TUPELO MS 38801-3631 (662) 844-5846 11113
Nashville Quality, LLC 847 Barnes Crossing TUPELO MS 38804-0000 (662) 840-1910 11910
Nashville Quality, LLC 3820 South Eason Boulevard TUPELO MS 38804 (662) 350-4149 22804
GPS Hospitality Partners IV, LLC 3121 Halls Ferry Rd. VICKSBURG MS 39180 (601) 286-8086 4130
GPS Hospitality Partners IV, LLC 914 Mississippi Dr WAYNESBORO MS 39367 601-276-7050 26888
Nashville Quality, LLC 5454 Highway 45 Alt S WEST POINT MS 39773 (662) 605-5170 22452
Nashville Quality, LLC 311 Old Hwy 82 W WINONA MS 38967 (662) 440 0028 27745
GPS Hospitality Partners IV, LLC 1430 N. Jerry Clower Blvd. YAZOO CITY MS 39194 (662) 546-8052 11171
HR Restaurants, LLC 6915 Jackrabbit Lane BELGRADE MT 59714-8961 (406) 388-7877 11413
BSK GRAND 2285 LLC 1438 Grand Ave BILLINGS MT 59102-3104 (406) 702-7220 2285
HR Restaurants, LLC 790 King Park Drive BILLINGS MT 59102-6266 (406) 656-6711 5165
HR Restaurants, LLC 520 North 27th Street BILLINGS MT 59101-1109 (406) 245-7911 7485
HR Restaurants, LLC 820 Main Street BILLINGS MT 59105-3328 (406) 259-9569 8411
HR Restaurants, LLC 2813 Old Hardin Road BILLINGS MT 59101-6839 (406) 256-5642 9084
HR Restaurants, LLC 4780 King Avenue East BILLINGS MT 59101-4762 (406) 252-1046 11036
HR Restaurants, LLC 4002 Montana Sapphire Rd BILLINGS MT 59106 406-272-8230 23819
HR Restaurants, LLC 1922 West Main Street BOZEMAN MT 59718-3906 (406) 587-0555 2195
HR Restaurants, LLC 1955 Dewey Boulevard BUTTE MT 59701-3723 (406) 494-1955 6608
HR Restaurants, LLC 1211 9th Street West COLUMBIA FALLS MT 59912-4302 (218) 303-7067 12473
HR Restaurants, LLC 1605 10th Avenue South GREAT FALLS MT 59405-2627 (406) 452-1666 1666
HR Restaurants, LLC 315 Northwest Bypass GREAT FALLS MT 59404-4125 (406) 771-1329 13293
HR Restaurants, LLC 1341 N. 1st Street HAMILTON MT 59840 (406) 318-8103 22961
HR Restaurants, LLC 2820 Prospect Avenue HELENA MT 59601-9722 (406) 443-2636 9257
HR Restaurants, LLC 3130 N Sanders St HELENA MT 59602-0255 (406) 442-0647 17433
HR Restaurants, LLC 1225 Euclid Avenue HELENA MT 59601 (406) 204-7300 26151
HR Restaurants, LLC 1363 US Highway 2 East KALISPELL MT 59901-3220 (406) 257-3945 13158
BSK KALISPELL, LLC 205 18th St E KALISPELL MT 59901-5914 (406) 314-4014 20700
HR Restaurants, LLC 1422 W. Main Street LEWISTOWN MT 59457 (406) 350-5120 25978
Army Air Force Exchange Services Building 596 MALMSTROM AFB MT 59402-6856 (406) 727-7480 6529
HR Restaurants, LLC 701 East Broadway MISSOULA MT 59802-4609 (406) 542-0223 7518
HR Restaurants, LLC 2601 N. Reserve Street MISSOULA MT 59808-1311 (406) 542-1638 9036
HR Restaurants, LLC 416 N. Central Ave. SIDNEY MT 59270 (406) 630-5005 25583
Carrols LLC US Highway 1 North ABERDEEN NC 28315-0000 (910) 692-9827 2472
Peters/Wilson 1101 East Memorial Drive AHOSKIE NC 27910-3919 (252) 332-4107 5612
Bigham/Bigham/Branstrom 1720 U.S. Highway North ALBEMARLE NC 28001 (704) 982-3812 12846
Carrols LLC 232 Airport Rd ARDEN NC 28704 (828) 684-2786 27034
Carrols LLC 758 West Dixie Drive ASHEBORO NC 27205-6740 (336) 629-7733 3516
Carrols LLC 85 Tunnel Road ASHEVILLE NC 28805-1200 (828) 253-6908 125
Carrols LLC 1296 Patton Avenue ASHEVILLE NC 28806-2744 (828) 253-8473 532
Carrols LLC 298 Smokey Park Highway ASHEVILLE NC 28806-1162 (828) 667-1798 3608
Carrols LLC 1507 Live Oak Street BEAUFORT NC 28516-1584 (252) 728-6556 6601
Carrols LLC 700 East Church Street BENSON NC 27504-1529 (919) 894-3225 7627
Nashville Quality, LLC 120 Boone Heights Drive BOONE NC 28607-4953 (828) 264-7664 1206
Carrols LLC 539 North Broad Street BREVARD NC 28712-3379 (828) 884-6002 5513
CFH Novo Holdings, LLC 195 Veterans Blvd BRYSON CITY NC 28713-8817 704-318-7317 13211
Carrols LLC 1807 North Church Street BURLINGTON NC 27217-2924 (336) 227-9648 537
Carrols LLC 1323 Tiki Ln BURLINGTON NC 27215-8241 (336) 584-4693 17562
Carrols LLC 115 Highway 19 East Bypass BURNSVILLE NC 28714-3305 (828) 682-4181 7170
Carrols LLC 2738 NC 24-87 CAMERON NC 28326 (910) 493-0563 24797
Carrols LLC 760 Champion Drive CANTON NC 28716-3033 (828) 648-6059 6405

73
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Carrols LLC 600 Jones Ferry Road CARRBORO NC 27510-2157 (919) 929-8395 3920
Carolina Franchise Holding, LLC 1012 Monroe Street CARTHAGE NC 28327 (786) 568-5795 28472
Carrols LLC 313 Colonades Way CARY NC 27518-1601 (919) 233-8681 8018
EYAS Hospitality North Carolina 1 LLC 1711 North Harrison Avenue CARY NC 27513-2406 (919) 677-8895 9362
EYAS Hospitality North Carolina 1 LLC 2791 NC 55 Hwy CARY NC 27519-6206 (919) 387-0071 11244
Carrols LLC 1004 North Brown Street CHADBOURN NC 28431-7237 (910) 654-1757 12248
Carrols LLC 450 Elliott Road CHAPEL HILL NC 27514-5833 (919) 929-4391 749
Carrols LLC 5200 Central Avenue CHARLOTTE NC 28212-2702 (704) 568-7860 1575
Carrols LLC 4709 Sharon Road CHARLOTTE NC 28210-3327 (704) 365-3183 2371
Freedom Restaurant 2, LLC 2601 Beatties Ford Road CHARLOTTE NC 28216 (704) 817-7581 3154
Carrols LLC 7026 Albemarle Road CHARLOTTE NC 28227-8123 (704) 532-2936 5834
Bigham/Bigham/Branstrom 4100 Brookshire Boulevard CHARLOTTE NC 28216 (704) 398-2613 6096
Bigham/Bigham/Branstrom 3709 N. Tryon Street CHARLOTTE NC 28206 (704) 372-0616 7011
Bigham/Bigham/Branstrom 8431 North Tryon Street CHARLOTTE NC 28262 (704) 594-9943 7229
Bigham/Bigham/Branstrom 3421 Wilkinson Boulevard CHARLOTTE NC 28208 (704) 392-0089 7319
Bigham/Bigham/Branstrom 2901 South Boulevard CHARLOTTE NC 28209 (704) 525-0665 7778
Lee Wesley Group, LLC 5501 JOSH BIRMINGHAM PKWY CHARLOTTE NC 28208-5750 (704) 359-9089 8633
Bigham/Bigham/Branstrom 7615 Nations Ford Road CHARLOTTE NC 28217 (704) 525-1141 8883
Lee Wesley Group, LLC 310 East Trade Street CHARLOTTE NC 28202-2596 (704) 334-3312 9520
Carrols LLC 1525 East 4th Street CHARLOTTE NC 28204-0000 (704) 334-4489 16004
Host Int'l, Inc Concourse E CHARLOTTE NC 28208-0000 (704) 359-4729 16357
Carrols LLC 8903 South Tryon Street CHARLOTTE NC 28273-0000 (704) 504-3163 17059
Lee Wesley Restaurants, LLC 250 E. Woodlawn Rd. CHARLOTTE NC 28217 (980) 207-1758 23057
Irvin/Irvin Highway 441 CHEROKEE NC 28719-0000 (828) 497-6120 4347
Carolina Franchise Holding, LLC 1104 East Church Street CHERRYVILLE NC 28021 (704) 318-7885 28490
Peters/Wilson 2961 US Highway 17 South CHOCOWINITY NC 27817-8928 (252) 946-8185 13209
Carrols LLC 3005 Centennial Boulevard CLAREMONT NC 28610-9694 (828) 459-1558 13133
EYAS Hospitality North Carolina 1 LLC 101 Boling St CLAYTON NC 27520-2656 (919) 553-8308 6216
Carrols LLC 2433 Lewisville-Clemmons Road CLEMMONS NC 27012-8709 (336) 766-0205 4002
Carrols LLC 100 SE Boulevard CLINTON NC 28328-3622 (910) 299-0553 12965
Carrols LLC 175 Paragon Pkwy CLYDE NC 28721-9481 (828) 452-1910 19927
Carrols LLC 260 State Hwy 29 S CONCORD NC 28027-6700 (704) 788-8424 5803
IRMG Burger Restaurants, Inc. 8111 Concord Mills Mall CONCORD NC 28027-6462 (704) 979-5215 12706
Carrols LLC 8581 Concord Mills Boulevard CONCORD NC 28027-0000 (704) 979-1115 17073
Carrols LLC 1237 North NC 16 Highway CONOVER NC 28613-8947 (828) 464-3583 16345
Carrols LLC 200 Market Street CRAMERTON NC 28032-1101 (704) 824-7600 8817
Carrols LLC 3100 Dallas High Shoals Rd DALLAS NC 28034-1306 (704) 922-5053 8435
Carrols LLC 6085 S NC 16 Highway DENVER NC 28037-0000 (704) 483-1381 7174
Carrols LLC 7158 NC Hwy 73 DENVER NC 28037-9186 (704) 827-5151 16584
Carrols LLC 813 West Cumberland St DUNN NC 28334 (910) 600-9526 29310
EYAS Hospitality North Carolina 1 LLC 1200 West Club Boulevard DURHAM NC 27701-1118 (919) 286-0020 399
EYAS Hospitality North Carolina 1 LLC 3400 Westgate Drive DURHAM NC 27707-2561 (919) 401-4487 5568
EYAS Hospitality North Carolina 1 LLC 3414 N Roxboro St DURHAM NC 27704-3258 (919) 471-5523 6882
Carrols LLC 1605 Us 70 East DURHAM NC 27703-9314 (919) 596-9184 7216
Carrols LLC 4829 Hope Valley Road DURHAM NC 27707-5619 (919) 403-1741 9653
EYAS Hospitality North Carolina 1 LLC 5630 S Miami Blvd DURHAM NC 27703-8592 (919) 941-9197 17454
Rogers 1601 NC Hwy 55 DURHAM NC 27707 (919) 687-0080 9412
Carrols LLC 221 W Kings Hwy EDEN NC 27288-5009 (336) 627-5700 2475
Carrols LLC PO BOX 4 EDENTON NC 27932-0004 (252) 482-8804 7176
EYAS Hospitality North Carolina 1 LLC 1601 West Ehringhaus Street ELIZABETH CITY NC 27909-4551 (252) 313-9715 3072
Carrols LLC 1201 W Broad St ELIZABETHTOWN NC 28337-9530 (910) 247-6540 6228
Carrols LLC 1403 North Bridge Street ELKIN NC 28621-2334 (336) 526-1080 5307

74
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Carrols LLC 8476 East Marlboro Road FARMVILLE NC 27828-9536 (252) 753-0319 5911
Carrols LLC 4782 Raeford Road FAYETTEVILLE NC 28304-3232 (910) 423-0923 658
Carrols LLC 2820 Bragg Boulevard FAYETTEVILLE NC 28303-4174 (910) 437-0269 4767
Carrols LLC 344 Eastern Blvd FAYETTEVILLE NC 28301-5108 (910) 484-0869 4993
Carrols LLC 1901 Skibo Road FAYETTEVILLE NC 28314-1518 (910) 867-4390 5429
Carrols LLC 2117 Cedar Creek Road FAYETTEVILLE NC 28312-9547 (910) 323-4103 5512
Carrols LLC 5025 Ramsey Street FAYETTEVILLE NC 28311-0655 (910) 482-4401 9821
Carrols LLC 7011 Raeford Road FAYETTEVILLE NC 28304-2634 (910) 826-2283 12259
Carrols LLC 638 South Reilly Road FAYETTEVILLE NC 28314-5626 (910) 826-8347 12598
Carrols LLC 2850 Gillespie Street FAYETTEVILLE NC 28306 (910) 306-2517 24798
Carrols LLC 2270 US Highway 74 Bypass FOREST CITY NC 28043-2450 (828) 245-5264 2973
Army Air Force Exchange Services 4406 Gruber Road FORT BRAGG NC 28307 (910) 436-1064 7342
Army Air Force Exchange Services Ft. Bragg-BLDG-58-5050 FORT BRAGG NC 28310-0000 (910) 436-1948 8425
Army Air Force Exchange Services 1017 Canopy Ln FORT BRAGG NC 28310-8051 (910) 436-0599 17536
Army Air Force Exchange Services Tullidge Way FORT BRAGG NC 28307-0000 (910) 960-9504 20780
Carrols LLC 130 Westgate Plaza Road FRANKLIN NC 28734-1315 (828) 349-0437 6073
Carrols LLC 1299 North Main Street FUQUAY VARINA NC 27526-2616 (919) 552-8666 6063
Bullard Restaurants, Inc. 3101 Integrity Drive GARNER NC 27529-8599 (919) 661-7718 12979
TOMS King (Virginia) LLC Route 1, Box 40b GARYSBURG NC 27831-9630 (252) 308-1919 9220
Carrols LLC 1911 West Franklin GASTONIA NC 28052-1334 (704) 861-0048 8619
Carrols LLC 2110 Union Road GASTONIA NC 28054-6416 (704) 867-0990 10892
Reardon 1807 Wayne Memorial Drive GOLDSBORO NC 27534-2241 (919) 736-9221 8119
Reardon 2344 Us Highway 117 South GOLDSBORO NC 27530-8434 (919) 736-1955 10370
Reardon 300 Spence Avenue GOLDSBORO NC 27534-4320 (919) 751-1994 12268
Carrols LLC 1201 Summit Ave Ste B GREENSBORO NC 27405-6776 (336) 273-8004 165
Carrols LLC 4708 W. Market Street GREENSBORO NC 27407-1234 (336) 292-7523 829
Carrols LLC 3003 West Gate City Blvd. GREENSBORO NC 27403-3637 (336) 292-7782 913
Carrols LLC 2240 Martin Luther King Drive GREENSBORO NC 27406-3710 (336) 370-9507 5181
Carrols LLC 3700 South Holden Road GREENSBORO NC 27406-9587 (336) 316-0328 7310
Carrols LLC 4209 W Wendover Ave GREENSBORO NC 27407-1908 (336) 632-1548 15488
Carrols LLC 1610 spring garden st GREENSBORO NC 27403 (1336) 271-0549 27011
Carrols LLC 3016 East 10th Street GREENVILLE NC 27858-4118 (252) 752-9776 3704
Carrols LLC 1702 Stantonsburg Road GREENVILLE NC 27834-2837 (252) 752-4443 4392
Carrols LLC 3602 South Highway 43 GREENVILLE NC 27835-0000 (252) 321-4737 7991
Carrols LLC 2401 North Memorial Drive GREENVILLE NC 27834-8141 (252) 758-6668 8541
MHF Dining, Inc.* 10654 Highway 903 HALIFAX NC 27839-9091 (252) 536-0108 11816
Tar Heel, Inc. 542 W Hamlet Ave HAMLET NC 28345-2624 (910) 582-1755 7065
Carrols LLC 102 East Main Street HAVELOCK NC 28532-2218 (252) 447-7777 2667
Nashville Quality, LLC 391 Raleigh Road HENDERSON NC 27536-5362 (252) 492-4512 5430
Nashville Quality, LLC 567 Ruin Creek Road HENDERSON NC 27536-5947 (252) 492-5855 9453
Nashville Quality, LLC 1817 N. Garnett Street HENDERSON NC 27536-2720 (252) 431-0596 9705
Carrols LLC 1815 Four Seasons Blvd. HENDERSONVILLE NC 28792-2873 (828) 693-8891 2342
Carrols LLC 1232 Asheville Highway HENDERSONVILLE NC 28791-3400 (828) 697-0259 5080
Carrols LLC 5988 Ashville Highway HENDERSONVILLE NC 28791-9002 (828) 684-5900 10793
Carrols LLC 1607 Spartanburg Highway HENDERSONVILLE NC 28792-6458 (828) 697-5888 11068
Carrols LLC 2543 Springs Road NE HICKORY NC 28601-3169 (828) 441-0772 13175
Carrols LLC 2757 South Main Street HIGH POINT NC 27263-1938 (336) 886-4624 850
Carrols LLC 5805 Samet Dr HIGH POINT NC 27265-3615 (336) 885-0693 17172
EYAS Hospitality North Carolina 1 LLC 618 Hampton Pointe Blvd HILLSBOROUGH NC 27278-9051 (919) 241-4054 16439
Carrols LLC 851 Village Walk Dr HOLLY SPRINGS NC 27540-7193 (919) 552-0650 17359
Carrols LLC 3012 Hope Mills Road HOPE MILLS NC 28348-0000 (910) 424-9621 6710
Carrols LLC 2790 Hickory Boulevard HUDSON NC 28638-9101 (828) 726-0054 12048

75
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Carrols LLC 16800 Caldwell Creek Drive HUNTERSVILLE NC 28078-8072 (704) 896-7895 7484
Carrols LLC 3478 Miller Bridge Road ICARD NC 28666-0535 (828) 397-5277 5662
Carrols LLC 95 Western Boulevard JACKSONVILLE NC 28546-5723 (910) 353-0045 1307
Carrols LLC 1525 North Marine Boulevard JACKSONVILLE NC 28540-6476 (910) 455-4357 4357
Carrols LLC 560 Yopp Rd JACKSONVILLE NC 28540-3591 (910) 378-7004 17210
Freedom Restaurant 2, LLC 798 East Main Street JEFFERSON NC 28640 (336) 846-5464 9596
Carrols LLC 800 North Cannon Boulevard KANNAPOLIS NC 28083-2999 (704) 932-2414 6250
Carrols LLC 1551 Union Cross Road KERNERSVILLE NC 27284-7536 (336) 992-3777 11117
Carrols LLC 1180 S. Main St KERNERSVILLE NC 27284 (1336) 904-2272 25230
Carrols LLC 739 South Main KING NC 27021-9018 (336) 983-4836 5209
Carolina Franchise Holding, LLC 718 York Road KINGS MOUTAIN NC 28086 (704) 318-7882 27813
Carrols LLC 2015 West Vernon Avenue KINSTON NC 28504-3329 (252) 523-1864 5950
Carrols LLC 2402 Heritage Street KINSTON NC 28501-1633 (252) 939-1465 8714
EYAS Hospitality North Carolina 1 LLC 7102 Highway 64 East KNIGHTDALE NC 27545-9265 (919) 266-5966 7810
Bullard Restaurants, Inc. 1420 South Main Street LAURINBURG NC 28352-5034 (910) 276-5487 4114
Carrols LLC 102 Blowing Rock Blvd. LENOIR NC 28645-4402 (828) 754-2558 2647
Carrols LLC 290 Talbert Boulevard LEXINGTON NC 27292-4143 (336) 249-7379 3058
Carrols LLC 1432 Cotton Grove Road LEXINGTON NC 27292-5243 (336) 249-7030 6808
Carrols LLC 1601 Main Street LILLINGTON NC 27546-0000 (910) 893-3040 7234
Carolina Franchise Holding, LLC 2005 EAST MAIN STREET LINCOLNTON NC 28092 (786) 568-5412 29131
Bullard 2907 West 5th Street LUMBERTON NC 28358-7823 (910) 739-5464 2936
Bullard Restaurants, Inc. 200 Roberts Avenue LUMBERTON NC 28358-5380 (910) 738-5480 8428
Bullard Restaurants, Inc. 5017 Fayettevile Road LUMBERTON NC 28358-2107 (910) 608-2216 13672
Bullard Restaurants, Inc. 2690 Roberts Avenue LUMBERTON NC 28358-2860 (910) 272-0771 14531
Carrols LLC 645 West Henderson Street MARION NC 28752-4655 (828) 659-3260 3857
Carrols LLC 6703 North Carolina 135 MAYODAN NC 27027-0000 (336) 427-0649 16242
Carrols LLC 1305 South 5th Street MEBANE NC 27302-9181 (919) 563-5454 7626
Carrols LLC 165 Freedom Way MIDWAY PARK NC 28544-1427 (910) 353-5998 5998
Carrols LLC 7002 Mathews/Mint Hill Rd MINT HILL NC 28227-7591 (704) 545-7856 6633
Carrols LLC 847 Madison Road MOCKSVILLE NC 27028-0000 (336) 751-1204 5392
Carrols LLC 2100 West Roosevelt Blvd. MONROE NC 28110-2713 (704) 289-8284 3089
Carrols LLC 256 East Plaza Drive MOORESVILLE NC 28115-8097 (704) 663-7789 4944
Carrols LLC 4205 Arendell Street MOREHEAD CITY NC 28557-0000 (252) 247-6100 5283
Carrols LLC 736 S. Sterling Street MORGANTON NC 28655-3931 (828) 437-7672 1573
Carrols LLC 2106 Rockford Street MOUNT AIRY NC 27030-5206 (336) 789-0777 4628
Reardon 1029 N. Breazeale Ave. MOUNT OLIVE NC 28365-1105 (919) 658-2346 5958
Da Biero/Sokolsky 101 Moyock Commons Drive MOYOCK NC 27958 (252) 435-2950 12831
Irvin/Irvin 1510 Andrews Road MURPHY NC 28906-5113 (828) 837-3636 6072
EYAS Hospitality North Carolina 1 LLC 104 East Evans Dr. NASHVILLE NC 27856 252-459-4986 24866
Carrols LLC 979 Highway 70 East NEW BERN NC 28560-6535 (252) 633-6948 7119
Carrols LLC 1195 S. Glenburnie Road NEW BERN NC 28560-2601 (252) 633-6081 9152
Carrols LLC 520 Southwest Blvd NEWTON NC 28658-4341 (828) 464-1761 5308
Nashville Quality, LLC Warren Corners Shopping Center NORLINA NC 27563-0000 (252) 456-5000 10891
Carrols LLC 245 Elkin Highway 268 East NORTH WILKESBORO NC 28659-3800 (336) 838-7766 6467
Nashville Quality, LLC 825 Linden Avenue OXFORD NC 27565-3655 (919) 691-2065 4945
Tar Heel, Inc. 104 Philadelphus Road PEMBROKE NC 28372-0000 (910) 521-0927 8846
Carrols LLC 10000 Lee Street PINEVILLE NC 28134-6537 (704) 889-4030 5720
Carrols LLC 764 Us Highway 64 E PLYMOUTH NC 27962-9313 (252) 793-1199 7193
Army Air Force Exchange Services Pope AFB-BLDG 416 POPE AFB NC 28308-0000 (910) 436-4578 14858
Carrols LLC 315 Us 401 Bypass South RAEFORD NC 28376-0000 (910) 904-1001 6900
Carrols LLC 349 Tryon Road RALEIGH NC 27603-3529 (919) 772-5255 755
Carrols LLC 3000 Capital Avenue RALEIGH NC 27604-3334 (919) 872-6291 866

76
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

EYAS Hospitality North Carolina 1 LLC 6500 Glenwood Road RALEIGH NC 27612-7156 (919) 322-2193 2983
EYAS Hospitality North Carolina 1 LLC* 4203 Wake Forest Road RALEIGH NC 27609-6228 (252) 215-5755 3768
EYAS Hospitality North Carolina 1 LLC 2241 Avent Ferry Road RALEIGH NC 27606-2133 (919) 829-1908 4521
Carrols LLC 6300 Capital Boulevard RALEIGH NC 27616-3048 (919) 872-6307 5460
EYAS Hospitality North Carolina 1 LLC 3955 New Bern Ave RALEIGH NC 27610-1332 (919) 231-6415 5719
EYAS Hospitality North Carolina 1 LLC 7300 Creedmoor Road RALEIGH NC 27613-1637 (252) 231-2885 6010
EYAS Hospitality North Carolina 1 LLC 1828 Rock Quarry Road RALEIGH NC 27610-4152 (919) 834-0355 8513
Bullard Restaurants, Inc. 3500 Poole Road RALEIGH NC 27610-2904 (919) 231-3008 9246
Carrols LLC 6884 Jordan Rd RAMSEUR NC 27316-9531 (336) 694-6988 8041
Carrols LLC 5210 US 29 Business REIDSVILLE NC 27320-7888 (336) 348-6875 17658
TOMS King (Virginia) LLC 1480 Weldon Road ROANOKE RAPIDS NC 27870-5112 (252) 537-0377 3211
TOMS King (Virginia) LLC 901 Roanoke Avenue ROANOKE RAPIDS NC 27870-2719 (919) 535-5719 7313
Bullard Restaurants, Inc. 1201 East Broad Avenue ROCKINGHAM NC 28379-4901 (910) 895-2886 3141
Reardon* 781 Sutters Creek Road ROCKY MOUNT NC 27804-8452 (252) 451-0504 8916
Nashville Quality, LLC 231 S. Madison Boulevard ROXBORO NC 27573-5427 (910) 599-2059 6477
Carrols LLC 916 West Broad Street SAINT PAULS NC 28384-0000 910-865-1161 7150
Carrols LLC 824 East Innes Street SALISBURY NC 28144-4622 (704) 637-6158 2806
Carrols LLC 700 West Jake Alexander Blvd SALISBURY NC 28147-1221 (704) 633-3705 4522
Carrols LLC 1953 South Horner Boulevard SANFORD NC 27330-5840 (919) 776-2821 1938
Carrols LLC 1219 North Horner Boulevard SANFORD NC 27330-9497 (919) 774-8026 5321
Carrols LLC 4610 Main Street SHALLOTTE NC 28470-0000 (910) 754-9988 4807
Carrols LLC 205 East Dixon Blvd. SHELBY NC 28152-6765 (704) 482-8836 1513
Carrols LLC 1712 E. 11th Street SILER CITY NC 27344-2820 (919) 742-2020 5741
Reardon Highway 70 At I-95 SMITHFIELD NC 27577-2411 (919) 934-9856 5296
Freedom Restaurant 2, LLC 477 South Main Street SPARTA NC 28675 (336) 372-7440 9842
EYAS Hospitality North Carolina 1 LLC 625 East Nash Street SPRING HOPE NC 27882-7873 (252) 478-6113 11745
Carrols LLC 501 Highway 27 South STANLEY NC 28164-2045 (704) 263-9050 8980
Carrols LLC 1510 East Broad Street STATESVILLE NC 28625-4302 (704) 873-3653 3442
Carrols LLC 3102 Taylorsville Road STATESVILLE NC 28625-2963 (704) 872-6648 4520
Carrols LLC 2333 US Highway 70 SWANNANOA NC 28778-8207 (828) 686-7910 6562
Carrols LLC 1401 West Corbett Avenue SWANSBORO NC 28584-8467 (910) 326-1615 7350
CFH Novo Holdings, LLC* Highway 107 - 3 Webster Road SYLVA NC 28779-0000 (704) 318-7004 5532
Carrols LLC 801 US Highway 701 Byp TABOR CITY NC 28463-2830 (910) 653-2200 9892
Carrols LLC 1300 Western Boulevard TARBORO NC 27886-4003 (252) 823-2299 5481
Carrols LLC 1011 Randolph THOMASVILLE NC 27360-5876 (336) 476-3926 3266
Carrols LLC 1400 National Highway THOMASVILLE NC 27360-2320 (336) 841-1190 10796
Tar Heel, Inc. 1049 E. Caswell Street WADESBORO NC 28170-2300 (704) 694-6390 6278
EYAS Hospitality North Carolina 1 LLC 12301 Capital Boulevard WAKE FOREST NC 27587-7485 (919) 556-3585 6563
EYAS Hospitality North Carolina 1 LLC 923 Gateway Commons WAKE FOREST NC 27587 919-554-3008 27555
Carrols LLC 5609 S NC 41 Hwy WALLACE NC 28466-6095 (910) 285-2646 17584
Peters/Wilson 1429 Carolina Avenue WASHINGTON NC 27889-3313 (252) 946-0077 3541
Carrols LLC 575 Russ Ave WAYNESVILLE NC 28786-2935 (828) 456-3903 3784
Carrols LLC 167 Weaver Boulevard WEAVERVILLE NC 28787-8345 (828) 645-7147 5718
Carrols LLC 101 Columbus Corners Dr WHITEVILLE NC 28472-4921 (910) 642-8036 16251
Tar Heel, Inc. 1407 N JK Powell Blvd WHITEVILLE NC 28472 910-874-8325 23603
TA Operating LLC 1101 NC Highway 61 S WHITSETT NC 27377-0000 (336) 449-6060 7347
Carrols LLC 1203 River Road WILKESBORO NC 28697-2103 (336) 667-5900 4050
Peters/Wilson 400 East Boulevard WILLIAMSTON NC 27892-2732 (252) 792-7889 4844
Carrols LLC 819 South 3rd Street WILMINGTON NC 28401-5125 (910) 763-4484 2150
Carrols LLC 5325 Carolina Beach Road WILMINGTON NC 28412-7943 (910) 799-5257 4049
Carrols LLC 7200 Market Street WILMINGTON NC 28411-9446 (910) 686-7848 7214
Carrols LLC 1901 16th Street South WILMINGTON NC 28401-0000 (910) 763-7535 7617

77
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Carrols LLC 2707 Trademark Drive WILMINGTON NC 28405-2147 (910) 796-3067 12247
Reardon 1708 Raleigh Road WILSON NC 27896-2000 (252) 291-7131 7783
Reardon 5011 Highway 264 West WILSON NC 27896-9703 (252) 265-4080 13014
Peters/Wilson 107 Us Highway 13 Byp WINDSOR NC 27983-7118 (252) 794-5410 10479
Carrols LLC 3807 East Highway 74 WINGATE NC 28174-0000 (704) 233-4077 7184
Carrols LLC 2100 Peters Creek Pkwy WINSTON SALEM NC 27107 (336) 723-6065 108
EYAS Hospitality North Carolina 1 LLC 415 Jonestown Rd WINSTON SALEM NC 27104-4622 (336) 727-3972 5467
Carrols LLC 696 Hanes Mall Blvd WINSTON SALEM NC 27103-5670 (336) 659-9727 6616
Carrols LLC 235 Summit Point Ln WINSTON SALEM NC 27105-1463 (336) 377-2800 10866
Carrols LLC 3571 Parkway Village Cir WINSTON SALEM NC 27127-6858 (336) 788-6430 16588
Carrols LLC 4088 S. Memorial Drive WINTERVILLE NC 28590-0000 (252) 355-1799 6913
Carrols LLC 723 South State Street YADKINVILLE NC 27055-7756 (336) 679-3090 5833
EYAS Hospitality North Carolina 1 LLC 636 West Gannon Avenue ZEBULON NC 27597-2512 (919) 404-1090 10775
NDM Restaurants, L.C. 315 South 3rd Street BISMARCK ND 58504-5520 (701) 258-5032 2209
NDM Restaurants, L.C. 3102 Yorktown Drive BISMARCK ND 58503 (701) 712-8550 24915
NDM Restaurants, L.C. Gouldings Rd DEVIL'S LAKE ND 58301 (701) 203-8960 22687
NDM Restaurants, L.C. 321 15th Street West DICKINSON ND 58601-3017 (701) 225-1766 8836
NDM Restaurants, L.C. 1212 - 36th Street South FARGO ND 58103-2210 (701) 237-9090 1663
NDM Restaurants, L.C. 2253 South University Drive FARGO ND 58103-5343 (701) 235-4141 1908
NDM Restaurants, L.C. 1333 19th Avenue, North FARGO ND 58102-1821 (701) 232-5142 5684
NDM Restaurants, L.C. 52000 31st St. S FARGO ND 58104 (701) 491-7050 22109
NDM Restaurants, L.C. 1416 South Washington GRAND FORKS ND 58201-5437 (701) 772-3025 1589
NDM Restaurants, L.C. 3765 Gateway Drive GRAND FORKS ND 58203-0827 (701) 772-0343 4290
Army Air Force Exchange Services Grand Forks Afb GRAND FORKS ND 58201-0000 (701) 594-8581 5302
NDM Restaurants, L.C. 3151 32 Avenue South GRAND FORKS ND 58201-6019 (701) 787-2435 11142
NDM Restaurants, L.C. 105 6th. Street S. W. HILLSBORO ND 58045-4324 (701) 436-5910 10203
NDM Restaurants, L.C. 2314 Highway 281 South JAMESTOWN ND 58401-6618 (701) 251-1217 9915
NDM Restaurants, L.C. 1400 East Main MANDAN ND 58554-3770 (701) 663-3331 11084
Hummel 1509 S. Broadway MINOT ND 58701-5934 (701) 838-2022 1634
Hummel 2400 10th Street Sw 336 MINOT ND 58701-2004 (701) 839-3094 6981
Army Air Force Exchange Services Aafes - Minot Air Force Base MINOT AFB ND 58705-0000 (701) 727-6518 5705
Viking Restaurants, LLC 1425 West Main VALLEY CITY ND 58072-3645 (701) 845-5275 11869
Viking Restaurants, LLC 924 Dakota Avenue WAHPETON ND 58075-4319 (701) 642-1237 11870
NDM Restaurants, L.C. 840 26th Ave E WEST FARGO ND 58078 (701) 491-7340 23092
NKS Restaurants, L. C. 501 North 6th Street BEATRICE NE 68310-2911 (402) 223-4500 5167
Tri City Foods of Nebraska, LLC 1400 Galvin Road South BELLEVUE NE 68005-3682 (402) 292-1338 570
Tri City Foods of Nebraska, LLC 2108 Pratt Avenue BELLEVUE NE 68123-5097 (402) 682-0437 9883
Tri City Foods of Nebraska, LLC 4109 Twin Creek Drive BELLEVUE NE 68123-4078 (402) 292-8529 12678
Tri City Foods of Nebraska, LLC 970 Washington Street BLAIR NE 68008-2125 (402) 533-2740 10515
Tri City Foods of Nebraska, LLC 2204 23rd Street COLUMBUS NE 68601-3302 (402) 564-9143 15078
S & H Restaurants, LLC 409 South Meridian COZAD NE 69130-2726 (308) 784-4111 21746
Tri City Foods of Nebraska, LLC 428 East 13 Street CRETE NE 68333-2202 (402) 418-7169 10532
Tri City Foods of Nebraska, LLC 695 North 204 Avenue ELKHORN NE 68022-4670 (402) 289-3690 14345
Tri City Foods of Nebraska, LLC 204 W 23rd St FREMONT NE 68025-2545 (402) 721-8283 1671
Tri City Foods of Nebraska, LLC 2005 E 23rd Ave S FREMONT NE 68025-2475 (402) 727-6406 9490
Tri City Foods of Nebraska, LLC 1320 West Second Street GRAND ISLAND NE 68801-5712 (308) 382-6780 1832
Tri City Foods of Nebraska, LLC 2280 North Webb Road GRAND ISLAND NE 68803-1739 (308) 381-6445 3473
Tri City Foods of Nebraska, LLC 2624 S. Locust Street GRAND ISLAND NE 68801 308.384.8131 27027
NKS Restaurants, L. C. 927 W. 14 Street HASTINGS NE 68901-3045 (402) 463-1388 10579
S & H Restaurants, LLC 802 Third Avenue KEARNEY NE 68845 (308) 234-5101 2013
S & H Restaurants, LLC 110 West 56th Street KEARNEY NE 68847-0501 (308) 237-0888 9168
Tri City Foods of Nebraska, LLC 7102 S. 84th Street LAVISTA NE 68128-2129 (402) 331-2091 904

78
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Tri City Foods of Nebraska, LLC 12223 Mcdermott Plz LAVISTA NE 68128-2369 (402) 896-1128 16896
S & H Restaurants, LLC 2505 Plum Creek Pkwy LEXINGTON NE 68850 (308) 324-3679 26027
NKS Restaurants, L. C. 1448 North 48th Street LINCOLN NE 68504-3170 (402) 466-6967 3909
NKS Restaurants, L. C. 2500 North 11th Street LINCOLN NE 68521-2209 (402) 438-1663 4247
NKS Restaurants, L. C. 2805 South 48th Street LINCOLN NE 68506-3348 (402) 483-6088 4930
NKS Restaurants, L. C. 2045 South 17th Street LINCOLN NE 68502-2704 (402) 476-7020 6677
NKS Restaurants, L. C. 4230 N 27th St LINCOLN NE 68521-4106 (402) 477-9979 8511
NKS Restaurants, L. C. 5940 Havelock Avenue LINCOLN NE 68507-1121 (402) 467-2533 10415
NKS Restaurants, L. C. 3810 Old Cheney LINCOLN NE 68516-2741 (402) 420-9990 12128
NKS Restaurants, L. C. 2504 O St LINCOLN NE 68510-1251 (402) 476-3050 13029
NKS Restaurants, L. C. 201 N 84 St LINCOLN NE 68505-3100 (402) 327-7022 17904
Tri City Foods of Nebraska, LLC 315 South 11 Street NEBRASKA CITY NE 68410-2723 (402) 873-6755 10534
Uhlir 701 South 13th Street NORFOLK NE 68701-5748 (402) 371-9492 2387
Uhlir 507 West Benjamin NORFOLK NE 68701-2916 (402) 379-1516 8759
S & H Restaurants, LLC 1310 South Jeffers St. NORTH PLATTE NE 69101-6037 (308) 534-1020 4826
Tri City Foods of Nebraska, LLC 4404 North 60th Street OMAHA NE 68104-2711 (402) 457-4535 477
Tri City Foods of Nebraska, LLC 3222 North 90th Street OMAHA NE 68134-4708 (402) 572-1230 500
Tri City Foods of Nebraska, LLC 4460 Dodge Street OMAHA NE 68131-2725 (402) 554-0849 800
Tri City Foods of Nebraska, LLC 11325 West Dodge Road OMAHA NE 68154-2619 (402) 333-9834 801
Tri City Foods of Nebraska, LLC 5049 South 108th Street OMAHA NE 68137-2313 (402) 339-6830 897
Tri City Foods of Nebraska, LLC 4313 South 24th Street OMAHA NE 68107-1806 (402) 731-2024 906
Tri City Foods of Nebraska, LLC 4900 L Street OMAHA NE 68117-1553 (402) 734-3667 1010
Tri City Foods of Nebraska, LLC 7606 North 30th Street OMAHA NE 68112-0000 (402) 457-4442 2949
Tri City Foods of Nebraska, LLC 14404 West Center Road OMAHA NE 68144-3217 (402) 333-4369 3489
Tri City Foods of Nebraska, LLC 5222 South 138th Street OMAHA NE 68137-2926 (402) 895-0380 3542
Tri City Foods of Nebraska, LLC 11940 West Center Road OMAHA NE 68144-4326 (402) 333-8868 3864
Tri City Foods of Nebraska, LLC 1902 North 72nd Street OMAHA NE 68114-1932 (402) 392-0912 3934
Tri City Foods of Nebraska, LLC 5155 Center Street OMAHA NE 68106-3156 (402) 553-8979 3939
Tri City Foods of Nebraska, LLC 2912 Dodge Street OMAHA NE 68131-2649 (402) 342-4115 4062
Tri City Foods of Nebraska, LLC 7640 Dodge Street OMAHA NE 68114-3635 (402) 392-2153 4063
Tri City Foods of Nebraska, LLC 4502 North 30th Street OMAHA NE 68111-2309 (402) 451-5782 4113
Tri City Foods of Nebraska, LLC 10706 Emmet OMAHA NE 68134-3661 (402) 496-0762 5494
Tri City Foods of Nebraska, LLC 2319 South 13th Street OMAHA NE 68108-1030 (402) 342-6067 5628
Tri City Foods of Nebraska, LLC 13750 West Maple Road OMAHA NE 68164-2426 (402) 496-7211 8560
Tri City Foods of Nebraska, LLC 7205 Ontario Street OMAHA NE 68124-3574 (402) 397-5131 8625
Tri City Foods of Nebraska, LLC 4202 D ST OMAHA NE 68107-1012 (402) 733-5253 11279
Tri City Foods of Nebraska, LLC 6602 North 99th Street OMAHA NE 68122-1157 (402) 572-9143 12567
Tri City Foods of Nebraska, LLC 2615 South 177th Plaza OMAHA NE 68130-2869 (402) 691-9385 13724
Army Air Force Exchange Services Offutt AFB - Bldg. 280 OMAHA NE 68113-0000 (402) 292-6769 15676
Tri City Foods of Nebraska, LLC 330 N 168th Cir Apt Cr OMAHA NE 68118-4085 (402) 934-8665 16068
Tri City Foods of Nebraska, LLC 6406 North 72nd Street OMAHA NE 68134-2101 (402) 933-6679 16252
Tri City Foods of Nebraska, LLC 225 South 23 Street PLATTSMOUTH NE 68048-2903 (402) 296-2103 10516
BKCD, LLC 618 West 27th Street SCOTTSBLUFF NE 69361 (866) 394-2493 20729
S. E. P. Adminstration, LLC 2000 Cornhusker Drive SOUTH SIOUX CITY NE 68776 (402) 494-3447 15790
Tri City Foods of Nebraska, LLC 354 North Chestnut WAHOO NE 68066-1800 (402) 443-4434 10529
NKS Restaurants, L. C. 3627 South Lincoln Avenue YORK NE 68467-9456 (402) 362-2069 7906
Northeast Foods, LLC West Street, Rt. 93, Exit 24 ASHLAND NH 03217-0467 (603) 968-7209 3842
Northeast Foods, LLC 392 Hooksett Rd AUBURN NH 3032 (603) 587-0682 25746
APPLEGREEN SOUTH CAROLINA (FTG), LLC 491 Calef Hwy BARRINGTON NH 3825 (603) 905-9057 25975
Northeast Foods, LLC 324 Washington Street CLAREMONT NH 03743-5537 (603) 543-0401 2512
Northeast Foods, LLC 155 Loudon Road CONCORD NH 03301-5610 (603) 225-0784 1421
Northeast Foods, LLC 15 Hall Street CONCORD NH 03301-3415 (603) 223-5014 13144

79
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Northeast Foods, LLC 35 Manchester Road DERRY NH 03038-3064 (603) 434-9775 13065
Northeast Foods, LLC 47 Central Avenue DOVER NH 03820-4004 (603) 742-7214 5225
Northeast Foods, LLC 22 Calef Highway EPPING NH 03042-0000 (603) 679-9811 9770
Northeast Foods, LLC Route 111 HUDSON NH 03051-4445 (603) 883-7330 3698
Northeast Foods, LLC 219 Lowell Road HUDSON NH 03051-4909 (603) 889-6487 11999
Northeast Foods, LLC 444 West St. KEENE NH 3431 (978) 462-2305 27283
Kohler/Kohler Route 302 LITTLETON NH 03561-0000 (603) 444-1335 8083
Northeast Foods, LLC North Broadway Street LONDONDERRY NH 03053-3409 (603) 434-7290 4045
Northeast Foods, LLC 737 Daniel Webster Hwy. , North MANCHESTER NH 03104-2643 (603) 623-0800 1230
Northeast Foods, LLC 623 Second Street MANCHESTER NH 03102-5240 (603) 622-4307 11550
Northeast Foods, LLC 622 S. Willow St. MANCHESTER NH 03103-5742 (603) 623-3636 16755
HMSHost USA, LLC 1 Airport Rd MANCHESTER NH 3103 (603) 609-0488 23841
Northeast Foods, LLC 2 Continental Boulevard MERRIMACK NH 03054-4302 (603) 429-0624 2805
Northeast Foods, LLC 565 Nashua Street MILFORD NH 03055-4924 (603) 673-2107 8602
Northeast Foods, LLC 283 Amherst Street NASHUA NH 03063-1703 (603) 889-6403 1261
Northeast Foods, LLC 300 Main St. Unit OP3 NASHUA NH 03060-4635 (603) 889-3666 14809
Kohler/Kohler Route 16 & Route 302 NORTH CONWAY NH 03860-3120 (603) 356-7434 3499
Kohler/Kohler 320 Highland Street PLYMOUTH NH 03264-3603 (603) 536-9600 14451
Northeast Foods, LLC 250 North Main ROCHESTER NH 03867-1126 (603) 332-8341 3617
Northeast Foods, LLC 549 Lafayette Road SEABROOK NH 3874 (603)-474-0424 25708
Kohler/Kohler 420 High Street SOMERSWORTH NH 03878-1011 (603) 692-7377 7377
Kohler/Kohler 28 Portsmouth Ave STRATHAM NH 03885-2550 (603) 778-6305 8053
Northeast Foods, LLC 25 Tilton Road TILTON NH 03276-5232 (603) 286-8573 8199
Northeast Foods, LLC Rt. 12a WEST LEBANON NH 03784-2026 (603) 298-8999 1422
Devs Foods 4, LLC 320 White Horse Pike ABSECON NJ 08201-2416 (609) 641-2079 4339
Marriott Corp. Mile Marker41. 3 ABSECON NJ 08201-0000 (609) 971-6655 7428
Rackson Restaurants, LLC 1140 St. George Avenue AVENEL NJ 07001-1263 (732) 734-5421 1159
RADEPA Enterprises, LLC Barnegat Village Square BARNEGAT NJ 08005-0000 (609) 607-9888 13012
Devs Foods 2, LLC 1088 Broadway BAYONNE NJ 07002-4156 (201) 858-9055 1369
Devs Foods 2, LLC 185-187 East 22nd St BAYONNE NJ 7002 201-339-0259 23596
Rackson Restaurants, LLC 175 North Black Horse Pike BELLMAWR NJ 08031-0000 (856) 861-4559 280
Carrols LLC 250 North Washington Avenue BERGENFIELD NJ 07621-1356 (201) 384-3726 12059
TA Operating LLC 975 Route 173 BLOOMSBURY NJ 08804-3113 (908) 479-4136 14279
Rackson Restaurants, LLC 607 West Union Avenue BOUND BROOK NJ 08805-1160 (732) 564-5273 12272
Parade Restaurants Limited Liability Company 538 Brick Blvd BRICK NJ 08723-6006 (732) 477-9735 1502
Ross Restaurant Group, LLC 1039 North Pearl Street BRIDGETON NJ 08302-1211 (856) 455-8147 1921
Rackson Restaurants, LLC 44 Finderne Avenue BRIDGEWATER NJ 08807-3358 (908) 698-0967 1503
RADEPA Enterprises, LLC 102 Juliustown Rd BROWNS MILLS NJ 08015-3136 (609) 726-9828 9279
Devs Foods 3, LLC 107 Route 54 BUENA NJ 08310-1504 (856) 697-6750 12302
RADEPA Enterprises, LLC 98 Bromley Boulevard BURLINGTON NJ 08016-4326 (609) 386-0423 11494
PARADE Enterprises, LLC 2062 Route 130 North BURLINGTON NJ 08016-9744 (609) 499-6770 12587
Devs Foods 3, LLC 415 North 8th Street CAMDEN NJ 8102 (856) 246-1206 24263
JFM Carlstadt 13850, LLC 675 Patterson Ave CARLSTADT NJ 07072-1601 (201) 896-8550 13850
PARADE Enterprises, LLC 803 Roosevelt Avenue CARTERET NJ 07008-2345 (732) 541-1133 2830
Shivam Food, Inc 330 Pompton Avenue CEDAR GROVE NJ 07009-2040 (973) 433-0722 1234
Ross Restaurant Group, LLC 1445 Brace Rd CHERRY HILL NJ 08034-3535 (856) 354-3197 6041
Ross Restaurant Group, LLC 1725 Marlton Pike East CHERRY HILL NJ 08003-2320 (856) 751-9490 9865
Parade Restaurants Limited Liability Company 654 Longwood Ave CHERRY HILL NJ 8002 (856) 406-6300 22533
Devs Foods 3, LLC 2802 U.S. 130 CINNAMINSON NJ 8077 (856) 735-5582 25295
Devs Foods 2, LLC 118 Central Avenue CLARK NJ 07066-1112 (732) 574-0813 624
AB III LLC* 1481 Blackwood - Clementon Rd. CLEMENTON NJ 08021-5729 (856) 227-7080 2808
Johnsen/Leong/Maurizi 461 Piaget Avenue CLIFTON NJ 07011-3003 (973) 772-9790 3826

80
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Closter Restaurant 1165, LLC 174 Homans Avenue CLOSTER NJ 07624-2713 (201) 784-6989 1165
Paras Enterprises, LLC 534 Monmouth Road CREAMRIDGE NJ 08514-0000 (609) 259-1301 13470
Burger Barn LLC 171 West Main Street DENVILLE NJ 07834-1611 973-625-9827 2113
Parade Restaurants Limited Liability Company 877 Cooper Street DEPTFORD NJ 08096-2578 (856) 384-1013 7561
Devs Foods 2, LLC 1022 Route 18 EAST BRUNSWICK NJ 08816-4302 (732) 238-9740 1742
J&WG Food Services, LLC 273 State Hwy 18 S EAST BRUNSWICK NJ 08816-1904 (732) 254-8901 3497
QQR, LLC 645 Central Ave EAST ORANGE NJ 7018 (973) 673-9735 2916
Ross Restaurant Group, LLC 450 Route 130 EAST WINDSOR NJ 08520-0000 (609) 448-9646 2673
QQR, LLC Monmouth Mall Route 35 & 36 EATONTOWN NJ 7724 (732) 542-7611 9175
QQR, LLC 139 State Route 35 EATONTOWN NJ 7724 (732) 542-1100 13691
Rackson Restaurants, LLC 260 Plainfield Avenue EDISON NJ 08817-3739 (732) 979-2151 114
Rackson Restaurants, LLC 173 Wood Avenue EDISON NJ 08820-3504 (732) 662-2631 4348
Devs Foods 4, LLC 6047 Black Horse Pike EGG HARBOR TWP NJ 08234-0000 (609) 646-6875 7338
PARADE Enterprises, LLC 501-511 South Broad Street ELIZABETH NJ 07202-3591 (732) 558-9899 2703
PARADE Enterprises, LLC 439 Morris Avenue ELIZABETH NJ 07208-1967 (908) 527-9789 9551
PARADE Enterprises, LLC 669 North Ave E ELIZABETH NJ 07201-2938 (908) 558-0761 11686
Host Int'l, Inc 651 Kapkowski Road; #4000 ELIZABETH NJ 07201-4901 (908) 409-7035 12822
Ross Restaurant Group, LLC 1673 N Olden Avenue Ext EWING NJ 08638-3205 (609) 323-7863 2095
PARADE Enterprises, LLC 309 U.S. 202 FLEMINGTON NJ 8822 (908) 751-5600 22807
Marriott Corp. Mile Post 74. 5 FORKED RIVER NJ 08731-0000 (609) 693-8275 7611
Devs Foods 3, LLC 246 N Main St. FORKED RIVER, NJ 8731 (848) 266-0308 29008
Army Air Force Exchange Services BLDG 5399- Ft. Dix FORT DIX NJ 08640-0000 (609) 723-8937 5455
Devs Foods 2, LLC 811 Palisade Ave FORT LEE NJ 07024-4110 (201) 886-9841 1523
Franklin Rest. 2011, LLC 272 Route 23 FRANKLIN NJ 07416-2141 (973) 823-1222 2011
PARADE Enterprises, LLC 659 Somerset St FRANKLIN NJ 8873 (732) 325-0189 26185
Krishna Restaurant, LLC Highway 9 & Schank Road FREEHOLD NJ 07728-3493 (732) 431-8785 474
Tulsi Restaurant, LLC 3267 Route 9 North FREEHOLD NJ 07728-3493 (732) 431-8997 11064
Devs Foods 4, LLC 415 S. 8th Street GALLOWAY NJ 8205 609-380-4172 21576
Haiback 1013 Valley Road GILLETTE NJ 07933-1810 (908) 647-9788 4503
AB III LLC 410 North Delsea Drive GLASSBORO NJ 08028-1417 (856) 881-6677 2294
Rackson Restaurants, LLC 178 US Highway 22 GREEN BROOK NJ 08812-1902 (732) 733-4789 2109
Parade Restaurants Limited Liability Company 38 Hackensack Avenue HACKENSACK NJ 07601-6005 (201) 487-8454 524
Burger Barn LLC 399 Route 46 HACKETTSTOWN NJ 07840-2672 908-852-9643 12530
Rackson Restaurants, LLC 568 West Cuthbert Blvd. HADDON TOWNSHIP NJ 8108 (1856) 957-2462 28818
JFM Haledon, LLC 168 Belmont Avenue HALEDON NJ 07508-1402 (973) 595-6662 13439
Devs Foods 4, LLC 21 South White Horse Pike HAMMONTON NJ 08037-1872 (609) 561-9809 3856
Marriott Corp. M. P. 20. 0 Atlantic City Expway HAMMONTON NJ 08037-0822 (609) 971-6655 7427
Devs Foods 2, LLC 751 Harrison Ave. HARRISON NJ 07029-1913 (973) 482-5767 15221
Carrols LLC 300A Union Avenue HASKELL NJ 07420-1544 (973) 835-2489 13480
Krishna Restaurant, LLC 734 Route 36 & Union Avenue HAZLET NJ 07730-1711 (732) 264-9609 1770
Ahillsbo Restaurant, LLC 385 Us Highway 206 HILLSBOROUGH NJ 08844-4651 (908) 874-4610 2668
Burger Barn LLC 381 Route 22 West HILLSIDE NJ 07205-2012 908-686-9782 2824
NBI Food Services of Hopelawn, L.L.C. 147 New Brunswick Avenue HOPELAWN NJ 8861 (732) 709-7515 14564
Rackson Restaurants, LLC 500 Lyons Avenue IRVINGTON NJ 07111-4720 (862) 279-7836 14486
Paras Enterprises, LLC 349 N. County Line Road JACKSON NJ 08527-4426 (732) 833-1800 18156
South Hackensack Rest. Corp. 330 Central Avenue JERSEY CITY NJ 07307-2918 (201) 653-9848 2367
Johnsen/Leong 30 Mall Dr W JERSEY CITY NJ 07310-1615 (201) 626-8910 7249
Johnsen/Leong 185 12th Street JERSEY CITY NJ 07310-1405 (201) 656-2354 11296
Devs Foods 2, LLC 205 Passaic Avenue KEARNY NJ 07032-1105 (201) 991-9790 2579
Paras Enterprises, LLC 1328 River Road LAKEWOOD NJ 08701-5645 (732) 363-8459 7296
Consumer Food Services, L. L. C. 1005 South Stiles Street LINDEN NJ 07036-4541 (908) 523-1106 13727
QQR, LLC 655 Us Highway 46 LITTLE FALLS NJ 7424 (973) 785-1878 1240

81
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Burger Barn LLC Livingston Mall LIVINGSTON NJ 07039-0000 973-994-1394 16276
Lodi Restaurant 3027, LLC 5 Washington St. LODI NJ 07644-2325 (973) 365-0215 3027
Devs Foods 3, LLC 1 Park Avenue LYNDHURST NJ 07071-1011 (201) 935-6113 2780
Carrols LLC 317 Main Street MADISON NJ 07940-2338 (973) 738-4263 1366
Carrols LLC 385 Route 17, North MAHWAH NJ 07430-2128 201-264-4254 1367
Ross Restaurant Group, LLC 2795 South Route 73 MAPLE SHADE NJ 08052-1621 (856) 234-3343 2557
Devs Foods 2, LLC 1833 Springfield Avenue MAPLEWOOD NJ 07040-2901 (973) 761-8859 717
Parade Restaurants Limited Liability Company 39 Route 9 South MARLBORO TOWNSHIP NJ 7751 (732) 851-4345 25526
Devs Foods 4, LLC 4 Roosevelt Blvd MARMORA NJ 08223-1441 (609) 938-0482 17950
Longwood Restaurant, LLC 992 Route 34 MATAWAN NJ 07747-3254 (732) 566-9870 650
Ross Restaurant Group, LLC 173 Rt. 70 MEDFORD NJ 08055-2379 (609) 654-4070 6088
Parade Restaurants Limited Liability Company 858 Highway 35 MIDDLETOWN NJ 07748-3411 (732) 671-9716 1845
Burger Barn LLC 55 Godwin Avenue MIDLAND PARK NJ 07432-1940 201-652-9841 517
HMSHost Family Restaurants, LLC Mile Marker 78 North NJ Turnpike MILLTOWN NJ 8850 (732) 254-4225 13953
Devs Foods 3, LLC 1600 High St N Unit K MILLVILLE NJ 08332-1922 (856) 765-3869 17291
JSK Restaurant, LLC 3948 US Highway 1 Apt 1 MONMOUTH JUNCTION NJ 08852-2403 (732) 297-0793 9620
Marriott Corp. Mile Marker 173 MONTVALE NJ 07645-0000 (201) 391-4158 7612
Devs Foods 2, LLC 195 Moonachie Road MOONACHIE NJ 07074-1307 (201) 440-9700 3094
PARADE Enterprises, LLC Route 541 & Mt. Holly By-Pass MOUNT HOLLY NJ 08060-0000 (609) 261-9822 3426
RADEPA Enterprises, LLC 1636 Route 38 MOUNT HOLLY NJ 08068-0000 (609) 267-1179 11021
Ross Restaurant Group, LLC 3109 Route 38 MOUNT LAUREL NJ 08054-9725 (856) 778-4044 6910
HMSHost Family Restaurants, LLC 5 Hartford Road MOUNT LAUREL NJ 08054-9730 (1866) 394-2493 14916
Krishna Restaurant, LLC 25 South Main Street NEPTUNE CITY NJ 07753-5032 (732) 776-9599 14126
Parade Restaurants Limited Liability Company 373 George Street NEW BRUNSWICK NJ 08901-2003 (732) 246-3040 3974
Carrols LLC 684 River Road NEW MILFORD NJ 07646-2935 (201) 261-2135 1137
QQR, LLC 2 Clay Street NEWARK NJ 7104 (973) 482-5825 2437
Devs Foods 2, LLC 255 Heller Parkway NEWARK NJ 07107-2706 (973) 482-4105 3153
Sultanzada 308 Elizabeth Ave NEWARK NJ 07112-2706 (973) 621-2106 21133
Newark Rest 730, LLC 730 Broad Street NEWARK NJ 7102 (973) 642-0790 26318
Carrols LLC 22 Hampton House Road NEWTON NJ 07860-1409 (973) 383-8100 1912
Devs Foods 2, LLC 9105 Bergenline Avenue NORTH BERGEN NJ 07047-5287 (201) 854-9069 2951
QQR, LLC 7605 Tonnelle Ave NORTH BERGEN NJ 7047 (201) 713-9490 21011
QQR, LLC 963 Livingston Avenue NORTH BRUNSWICK NJ 8902 (732) 846-1280 1237
Carrols LLC 100 Franklin Avenue NUTLEY NJ 07110-3266 (973) 667-7515 2598
QQR, LLC 186 Ramapo Valley Rd OAKLAND NJ 7436 (201) 644-0746 24087
Krishna Restaurant, LLC Route 516 & Bushnell Road OLD BRIDGE TWP NJ 08857-2370 (732) 679-9797 639
Park Ridge Restaurant 550, LLC 162 Kinderkamack Road PARK RIDGE NJ 07656-1331 (201) 391-4225 550
Parade Restaurants Limited Liability Company 22 Gregory Avenue PASSAIC NJ 07055-5721 (973) 471-3039 1522
Leong 364 Mclean Boulevard PATERSON NJ 07514-1101 (973) 881-9885 2581
Jethwa 12-14 Spruce Street PATERSON NJ 07501-1712 (973) 247-1113 6090
JFM Carlstadt 13850, LLC 245 Market Street PATERSON NJ 7505 862-239-1866 25964
RADEPA Enterprises, LLC 208 Hanover Street PEMBERTON NJ 08068-1020 (609) 894-2286 8852
JSK Restaurant, LLC Pennington Shopping Center PENNINGTON NJ 08534-3622 (609) 730-0990 11551
HMSHost Family Restaurants, LLC Mile Post 5.4 Northbound PENNS GROVE NJ 08096-0000 (856) 299-3607 13984
HMSHost Family Restaurants, LLC 1 South New Jersey Turnpike PENNS GROVE NJ 08069-0000 (856) 299-6051 13985
Rackson Restaurants, LLC 4801 North Crescent Boulevard PENNSAUKEN NJ 08110-1924 (856) 324-4620 575
Rackson Restaurants, LLC 7850 South Crescent Boulevard PENNSAUKEN NJ 08109-4100 (856) 324-4626 2517
Ross Restaurant Group, LLC 1071 Route 73 PENNSAUKEN NJ 08110-1359 (856) 317-9837 11140
Rackson Restaurants, LLC 400 N Broadway PENNSVILLE NJ 8070 (856) 299-1240 28741
PARADE Enterprises, LLC 182 Smith ST PERTH AMBOY NJ 8861 (732) 442-0126 26238
GPS Hospitality Partners II, LLC 715 East Memorial Pkwy PHILLIPSBURG NJ 8865 908-360-8913 2003
Devs Foods 3, LLC 1232 US 22 East PHILLIPSBURG, NJ 8360 (908) 827-2308 28550

82
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Consumer Food Services, L. L. C. 1014 Stelton Road PISCATAWAY NJ 08854-4308 (732) 200-5687 1862
Rackson Restaurants, LLC 1200 South Avenue PLAINFIELD NJ 07062-1920 (908) 922-4758 2607
Rackson Restaurants, LLC 1225 W 7th St PLAINFIELD NJ 07063-1500 (908) 731-5462 9463
Devs Foods 4, LLC 601 Black Horse Pike PLEASANTVILLE NJ 08232-2307 (609) 383-6752 485
Rackson Restaurants, LLC 1183 Route 206 PRINCETON NJ 08540-1501 (732) 587-5777 4695
Ramsey Rest 14020 LLC 259 Franklin Turnpike RAMSEY NJ 07446-1605 (201) 327-0745 14020
Singh* 842 New Jersey 17 RAMSEY NJ 7446 (201) 934-1113 24135
Chiaia/DeNone 501 US Highway Route 28 RARITAN NJ 08869-1127 (908) 526-9867 3183
Devs Foods 4, LLC* 1405 Route 47 South RIO GRANDE NJ 08242-1305 (609) 889-7594 10556
Rackson Restaurants, LLC 209 St. George Avenue ROSELLE NJ 07203-2918 (908) 998-4495 2225
PARADE Enterprises, LLC 568 West Westfield Avenue ROSELLE PARK NJ 07204-1838 (908) 241-2280 465
Devs Foods 2, LLC 36 Route 17 South RUTHERFORD NJ 07070-2153 (201) 896-1725 1076
Carrols LLC 1517 Park Avenue S PLAINFIELD NJ 07080-5517 (908) 668-9521 2934
Carrols LLC 439 Market St SADDLE BROOK NJ 07663-5941 (201) 843-9882 1365
Rackson Restaurants, LLC 594 Cross Keys Road SICKLERVILLE NJ 08081-9566 (856) 513-8352 11604
Longwood Restaurant, LLC 940 US Highway 9 SOUTH AMBOY NJ 08879-3313 (732) 721-9728 7334
Marriott Corp. Mile Post 124 SOUTH AMBOY NJ 08879-0000 (732) 525-0308 7550
South Hackensack Rest. Corp. 490 U. S. Route 46 SOUTH HACKENSAC NJ 07606-1711 (201) 641-5534 1004
JFM Sparta LLC 49 Sparta Avenue SPARTA NJ 07871-1822 (973) 729-3000 1877
AB III LLC 21 South White Horse STRATFORD NJ 08084-1520 (856) 782-0381 14939
QQR, LLC Route 10 E & Hillside Ave SUCCASUNNA NJ 7876 (973) 970-9889 1236
Parade Restaurants Limited Liability Company 44 Route 37 E TOMS RIVER NJ 08753-5376 (732) 244-9588 642
PARADE Enterprises, LLC 803 Route 37 West TOMS RIVER NJ 08755-5015 (732) 797-0075 9981
Rackson Restaurants, LLC 1839 Brunswick Pike TRENTON NJ 08648-4601 (908) 769-1413 549
Ross Restaurant Group, LLC 2700 South Broad Street TRENTON NJ 08610-3602 (609) 888-3652 3557
Ross Restaurant Group, LLC 3160 Quakerbridge Rd. TRENTON NJ 08619-1635 (609) 584-6208 4245
Ross Restaurant Group, LLC 1700 Nottingham Way TRENTON NJ 08619-3551 (609) 584-6957 6348
HMSHost Family Restaurants, LLC 200 Uncle Peter's Road TRENTON NJ 08620-0183 (609) 585-1155 14914
RADEPA Enterprises, LLC 2310 Route 22 E UNION NJ 07083-8408 (732) 688-9737 1043
Union City Restaurant 2660, LLC 3501 Bergenline Avenue UNION CITY NJ 07087-4750 (201) 325-9018 2660
Vernon Restaurant 12267, LLC 314 Route 94 VERNON NJ 07462-3204 (973) 764-8898 12267
Devs Foods 3, LLC 315 N Delsea Dr VINELAND NJ 08360-3671 (856) 213-5092 3595
Devs Foods 3, LLC 395 South Main Road VINELAND NJ 08360-7895 (856) 794-2410 10940
Devs Foods 3, LLC 3341 South Delsea Drive VINELAND NJ 8360 (856) 300-7391 28536
Waldwick Restaurant 1364, LLC 41 Franklin Turnpike WALDWICK NJ 07463-0000 (201) 445-8150 1364
Parade Restaurants Limited Liability Company 1735 Route 35 & 18th Avenue WALL TOWNSHIP NJ 07719-0000 (732) 681-9610 1510
Burger Barn LLC 309 Route 31 South WASHINGTON NJ 7882 908-689-9803 4884
Carrols LLC 1229 Route 23 South WAYNE NJ 07470-5823 (973) 694-5359 1377
JFM Wayne LLC 1046 Hamburg Tpke WAYNE NJ 07470-3285 (973) 696-8025 9526
Singh 60 Riverview Drive WAYNE NJ 7470 (973) 706-7640 27511
PARADE Enterprises, LLC 593 Route 73 North WEST BERLIN NJ 08091-9242 (856) 809-6422 21384
Devs Foods 2, LLC 940 Bloomfield Ave WEST CALDWELL NJ 7006 (973) 808-9670 28568
Ross Restaurant Group, LLC 701 Mantua Pike WEST DEPTFORD NJ 08096-3349 (856) 579-8199 21673
Devs Foods 2, LLC 6201 Bergenline Avenue WEST NEW YORK NJ 07093-1605 (201) 751-4353 1553
Burger Barn LLC 432 Pleasant Valley Way WEST ORANGE NJ 07052-2921 973-325-9334 1021
Ross Restaurant Group, LLC 131 S. Black Horse Pike WILLIAMSTOWN NJ 08094-1559 (856) 875-9818 6798
AB III LLC 1 Levitt Parkway WILLINGBORO NJ 08046-1436 (609) 835-7040 14447
HMSHost Family Restaurants, LLC Mile Post 92.9, NJ Tur WOODBRIDGE NJ 07095-0000 (732) 750-8779 14915
Legacy Burgers, LLC 117 South White Sands Blvd. ALAMOGORDO NM 88310-6558 (575) 437-9297 3570
Mc Collum/Mc Collum 2110 Carlisle N. E. ALBUQUERQUE NM 87110-3810 (505) 255-9701 4411
Mc Collum/Mc Collum 101 Lomas N. E. ALBUQUERQUE NM 87102-2348 (505) 243-6869 5156
Mc Collum/Mc Collum 10901 Montgomery Blvd. , N. E. ALBUQUERQUE NM 87111-3959 (505) 299-8211 5201

83
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Mc Collum/Mc Collum 7101 Lomas N. E. ALBUQUERQUE NM 87110-7143 (505) 266-1337 6388
Mc Collum/Mc Collum 5970 Alameda, NE ALBUQUERQUE NM 87113-2004 (505) 504-7173 9023
Mc Collum/Mc Collum 10000 Coors Bypass Nw ALBUQUERQUE NM 87114-4059 (505) 792-2134 9893
Mc Collum/Mc Collum 2501 Mulberry Street SE ALBUQUERQUE NM 87106-5042 (505) 504-7172 11232
Mc Collum/Mc Collum 5315 Wyoming Boulevard N.E. ALBUQUERQUE NM 87109-3129 (505) 823-9700 12116
Mc Collum/Mc Collum 9380 Coors Blvd. NW ALBUQUERQUE NM 87114-4006 (505) 898-9330 14034
Mc Collum/Mc Collum 6060 San Mateo N.E. ALBUQUERQUE NM 87109-3359 (505) 884-5900 15862
Mc Collum/Mc Collum 4760 McMahon Road NW ALBUQUERQUE NM 87114-6119 (505) 890-2078 17161
Mc Collum/Mc Collum 3221 Coors NW ALBUQUERQUE NM 87120-1227 (505) 352-3722 17396
Mc Collum/Mc Collum 111 98th St NW ALBUQUERQUE NM 87121-8796 (505) 833-0100 17840
Mc Collum/Mc Collum 200 Eubank NE ALBUQUERQUE NM 87123-3327 (505) 292-5329 17841
Mc Collum/Mc Collum 1010 Rio Grande Blvd NW ALBUQUERQUE NM 87104-2090 (505) 842-1212 22134
Mc Collum/Mc Collum 3508 Isleta Blvd SW ALBUQUERQUE NM 87105 (505) 877-8879 24029
Mc Collum/Mc Collum* 5608 4th St. NW ALBUQUERQUE NM 87107 (505) 345-8866 25544
Mc Collum/Mc Collum 7900 Ladera Blvd. NW ALBUQUERQUE NM 87120 (505) 831-9933 25547
Mc Collum/Mc Collum 5215 Menaul Blvd NE ALBUQUERQUE NM 87110 (505) 884-9988 25845
Mc Collum/Mc Collum 5101 Gibson Blvd ALBUQUERQUE NM 87108 (505) 265-9589 27519
Legacy Burgers, LLC 1514 West Main Street ARTESIA NM 88210-1753 (575) 746-6711 4962
Redrock Foods, Ltd. Co. 480 NM Highway 528 BERNALILLO NM 87124-0000 (505) 867-3923 17081
Redrock Foods, Ltd. Co. 710 West Broadway BLOOMFIELD NM 87413-5700 (505) 632-9506 10883
Army Air Force Exchange Services Building #1230, Cannon Afb CANNON AFB NM 88103-0000 (575) 784-3878 6553
Legacy Burgers, LLC 305 Pompa St. CARLSBAD NM 88220 (575) 689-6412 25199
Legacy Burgers, LLC 2520 North Prince Street CLOVIS NM 88101-4460 (575) 769-9190 11580
Legacy Burgers, LLC 125 North Gold Street DEMING NM 88030-3700 (575) 546-3087 7464
Redrock Foods, Ltd. Co. 701 North Riverside Drive ESPANOLA NM 87532-0000 (505) 753-2970 4852
Redrock Foods, Ltd. Co. 948 E. Main St. FARMINGTON NM 87401-2720 (505) 327-3420 1807
Redrock Foods, Ltd. Co. 4450 East Main Street FARMINGTON NM 87402-8654 (505) 326-2116 3972
Redrock Foods, Ltd. Co. 2210 West Main Street FARMINGTON NM 87401 (505) 326-2634 23192
Redrock Foods, Ltd. Co. 801 North Highway 666 GALLUP NM 87301-5389 (505) 722-6140 3314
Redrock Foods, Ltd. Co. 2400 East Highway 66 GALLUP NM 87301-4767 (505) 722-6083 11974
Whitson New Mexico, Inc. 2320 North Grimes Street HOBBS NM 88240-2107 (575) 392-4040 2310
Legacy Burgers, LLC 430 N Telshor Blvd LAS CRUCES NM 88011-8207 (575) 521-3768 5935
TA Operating LLC 202 North Motel Boulevard LAS CRUCES NM 88007-4170 (505) 527-7400 13564
Legacy Burgers, LLC 2200 North Main Street LAS CRUCES NM 88001-1131 (575) 526-6949 13993
Legacy Burgers, LLC 4666 N Sonoma Ranch Blvd LAS CRUCES NM 88012 (1575) 373-0689 24974
Legacy Burgers, LLC 815 E University Avenue LAS CRUCES NM 88001 (1575) 556-9689 26925
Redrock Foods, Ltd. Co. 1335 North Grand Avenue LAS VEGAS NM 87701-4528 (505) 425-9113 9780
Mc Collum/Mc Collum 2457 Main Street LOS LUNAS NM 87031-6323 (505) 865-4774 10543
Mc Collum/Mc Collum 1640 Main St. NW LOS LUNAS NM 87031 505-565-1144 25303
TA Operating LLC 1700 US Route 66 West MORIARITY NM 87035-0000 (505) 832-4421 15618
Legacy Burgers, LLC 1111 West Second Street PORTALES NM 88130-6614 (575) 356-4883 7958
Mc Collum/Mc Collum 1500 Rio Rancho Drive RIO RANCHO NM 87124-1010 (505) 891-3200 7907
Redrock Foods, Ltd. Co. 1830 Southern Boulevard RIO RANCHO NM 87124-0000 (505) 891-3506 16981
Legacy Burgers, LLC 1805 N Main St ROSWELL NM 88201-5168 (575) 623-9894 18159
Mc Collum/Mc Collum 1621 Llano Street SANTA FE NM 87505-2051 (505) 983-1000 7301
Mc Collum/Mc Collum 100 North Saint Francis Drive SANTA FE NM 87501-1471 (505) 988-1222 7868
Mc Collum/Mc Collum 3478 Zafarano Drive SANTA FE NM 87507-0000 (505) 424-7071 16907
Heflin/Mike Shiprock Burger King SHIPROCK NM 87420-0000 (505) 368-4801 10212
Redrock Foods, Ltd. Co. 1020 North California Street SOCORRO NM 87801-4268 (505) 838-1689 9584
MRB Holdings Corporation 3589 North Carson Street CARSON CITY NV 89706-0168 (775) 884-3366 8744
GBDB of Utah, LC 2500 Idaho Street ELKO NV 89801-4601 (775) 738-9161 3472
GBDB of Utah, LC 2460 Mountain City Highway ELKO NV 89801-0000 (775) 753-6611 17211

84
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

MRB Holdings Corporation 2101 West Williams FALLON NV 89406-2612 (775) 423-8771 6717
MRB Holdings Corporation 1200 Penny Lane FERNLEY NV 89408-0000 (775) 835-6200 16210
MRB Holdings Corporation 1325 Highway 395 South GARDNERVILLE NV 89410-5300 (775) 782-4499 7013
Mc Donald 1270 West Warm Springs Road HENDERSON NV 89014-8739 (702) 547-4944 11543
East Highland LLC 550 South Boulder Highway HENDERSON NV 89015-7512 (702) 568-0363 12775
East Highland LLC 209 North Pecos Road HENDERSON 89014 NV 89074 (702) 361-8723 10206
East Highland LLC 3355 South Maryland Parkway LAS VEGAS NV 89169 (1702) 733-9599 2239
East Highland LLC 3401 East Tropicana LAS VEGAS NV 89121-7333 (702) 458-8778 2701
East Highland LLC 2201 East Sahara Avenue LAS VEGAS NV 89104 (702) 457-0069 4041
Mc Donald 3485 Rainbow Boulevard LAS VEGAS NV 89146 (702) 876-3404 5376
East Highland LLC 105 South Rainbow Blvd. LAS VEGAS NV 89145 (702) 878-1950 5651
Mc Donald 4815 West Flamingo Rd. LAS VEGAS NV 89103 (702) 876-3415 5812
East Highland LLC 4455 E. Charleston Boulevard LAS VEGAS NV 89104-5537 (702) 641-8876 5905
Mc Donald 6677 W. Cheyenne Avenue LAS VEGAS NV 89108 (702) 658-0700 6411
Mc Donald 820 North Rancho LAS VEGAS NV 89106-3709 (702) 648-7820 7414
Mc Donald 8564 West Lake Mead Boulevard LAS VEGAS NV 89128 (702) 256-8564 7429
East Highland LLC 4111 Boulder Highway LAS VEGAS NV 89121 (702) 432-6694 8607
Host Int'l, Inc 5757 WAYNE NEWTON BLVD LAS VEGAS NV 89111-8037 (702) 798-0729 8681
East Highland LLC 1915 North Nellis Boulevard LAS VEGAS NV 89115-6603 (702) 453-4744 9083
East Highland LLC 3620 West Tropicana Avenue LAS VEGAS NV 89103 (702) 798-4364 9107
Mc Donald 8699 West Sahara Avenue LAS VEGAS NV 89117 (702) 242-3889 9190
Mc Donald 2021 North Jones Boulevard LAS VEGAS NV 89108 (702) 631-1846 9449
Mc Donald 5200 West Charleston Blvd LAS VEGAS NV 89146 (702) 880-9720 11343
Host Int'l, Inc 5757 WAYNE NEWTON BLVD LAS VEGAS NV 89111-8037 (702) 261-4303 11485
Mc Donald 8600 West Cheyenne LAS VEGAS NV 89129 (702) 645-6078 11507
East Highland LLC 2180 East Serene Avenue LAS VEGAS NV 89123 (702) 896-5654 11940
East Highland LLC 2390 East Bonanza Boulevard LAS VEGAS NV 89101 (702) 385-1556 11941
TA Operating LLC 8050 Dean Martin Dr LAS VEGAS NV 89139-6624 (702) 361-1176 12613
East Highland LLC 5536 S. Boulder Crossing Hwy LAS VEGAS NV 89122 (702) 456-4130 12776
Mc Donald 1280 North Town Center Drive LAS VEGAS NV 89144 (702) 363-4700 13452
Army Air Force Exchange Services 4200 N Washington Blvd LAS VEGAS NV 89191-7027 (702) 644-3374 14219
East Highland LLC 1125 East Charleston Boulevard LAS VEGAS NV 89104 (702) 384-0046 14416
Mc Donald 10880 West Charleston Blvd LAS VEGAS NV 89135 (702) 838-8133 14498
Mc Donald 5240 South Fort Apache Road LAS VEGAS NV 89148 (702) 227-9822 14606
Mc Donald 6780 N. Durango Drive LAS VEGAS NV 89149 (702) 458-1835 15624
Dunnottar Management, Inc. 8475 W Warm Springs Rd LAS VEGAS NV 89113 (702) 269-6520 16795
Mc Donald 6080 W Craig Rd LAS VEGAS NV 89130-2559 (702) 395-0477 17727
East Highland LLC 7810 Las Vegas Blvd S LAS VEGAS NV 89123-1012 (702) 998-7124 18023
Host Int'l, Inc 5757 Wayne Newton Blvd T3 Domestic LAS VEGAS NV 89111-0000 (702) 261-4300 18522
Dunnottar Management, Inc. 6091 N Decatur Blvd LAS VEGAS NV 89130-1406 (702) 382-3600 19190
Dunnottar Management, Inc. 8005 Blue Diamond Road LAS VEGAS NV 89178 (1702) 990-1260 25122
Dunnottar Management, Inc. 9640 West Skye Canyon Park Dr LAS VEGAS NV 89124 (1702) 874-8844 26889
Dunnottar Management, Inc. 5175 Blue Diamond Road LAS VEGAS NV 89139 (1702) 331-7617 28440
East Highland LLC 2599 South Nellis Boulevard LAS VEGAS NV 89121 (702) 431-1168 13105
East Highland LLC 3830 Saint Rose Pkwy LAS VEGAS NV 89044 (702) 558-3100 18872
East Highland LLC 2044 Las Vegas Blvd N NORTH LAS VEGAS NV 89030-5802 (702) 649-1791 2326
Mc Donald 3831 East Craig Road NORTH LAS VEGAS NV 89030-7503 (702) 643-1809 8761
Mc Donald 1709 West Craig Road NORTH LAS VEGAS NV 89032-0225 (702) 657-8724 11685
Dunnottar Management, Inc. 3004 W Ann Rd NORTH LAS VEGAS NV 89031-7259 (702) 380-1332 18619
Mc Donald 667 South Highway 160 PAHRUMP NV 89048 (775) 751-8080 9737
MRB Holdings Corporation 1155 Kietzke Lane RENO NV 89502-2713 (775) 322-1889 1889
MRB Holdings Corporation 2901 Clearacre Lane RENO NV 89512-1747 (775) 322-5677 5677

85
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

MRB Holdings Corporation 76 East Patriot RENO NV 89511-1222 (775) 851-7361 7361
MRB Holdings Corporation 5145 Mae Anne Avenue RENO NV 89523-1856 (775) 746-2178 12178
MRB Holdings Corporation 1105 West 4th Street RENO NV 89503-5145 (775) 323-3161 14464
MRB Holdings Corporation 1025 N Hills Blvd RENO NV 89506-6744 (775) 971-9149 18337
MRB Holdings Corporation 285 North Mccarren Boulevard SPARKS NV 89431-5439 (775) 331-3993 3993
MRB Holdings Corporation 9700 Pyramid Way SPARKS NV 89441-6250 (775) 424-3530 13530
MRB Holdings Corporation 1055 South Rock Street SPARKS NV 89431-5911 (775) 356-7477 16541
MRB Holdings Corporation 470 USA Parkway SPARKS NV 89434 (775) 525-3969 27205
Solid Silver Services, LLC 1206 Highway 95 TONOPAH NV 89049-0000 (775) 482-3908 16023
BDSB of Western Idaho, L.C. 1237 Highway 93 North WELLS NV 89835-0324 (775) 752-3095 7387
BDSB of Utah, L. C. 910 Wendover Boulevard WENDOVER NV 89883-0000 (775) 664-2693 9729
MRB Holdings Corporation 3220 Fountain Way WINNEMUCCA NV 89445-3623 (775) 625-1300 7804
Airmont Rest NY, LLC 260 Route 59 AIRMONT NY 10901 845-547-2888. 25989
Carrols LLC 1991 Western Avenue ALBANY NY 12203-5022 (518) 456-6771 3084
Carrols LLC 439 Central Avenue ALBANY NY 12206-2211 (518) 463-7655 3119
Carrols LLC 1480 Western Avenue ALBANY NY 12203-3510 (518) 869-2195 3454
Cammilleri 167 S Main St ALBION NY 14411 (585) 589-7325 1829
L. I. Restaurant Associates, L.P. 1104 Sunrise Hwy AMITYVILLE NY 11701-2513 (631) 842-6122 776
Carrols LLC 4872 State Highway 30 AMSTERDAM NY 12010-7515 (518) 843-0751 2033
Astoria Burgers Co., Inc. 3310 Astoria Blvd ASTORIA NY 11103-4412 (718) 626-5632 10679
21st Food Corp 3310 21st St ASTORIA NY 11106-4239 (917) 745-0149 19949
JSC Attica LLC 130 Prospect St ATTICA NY 14011 (585) 505-8782 5800
Carrols LLC 225 Grant Avenue AUBURN NY 13021-1447 (315) 253-5975 2169
Carrols LLC 230 West Main Street BATAVIA NY 14020-1939 (585) 343-1160 2103
Carrols LLC 361 West Morris Street BATH NY 14810-1029 (607) 776-7776 2552
L. I. Restaurant Associates, L.P. 335 Montauk Highway BAY SHORE NY 11706-8410 (631) 665-9269 682
Your Burgers, Inc 222-10 Northern Boulevard BAYSIDE NY 11361-3640 (718) 225-1695 1808
Apple West Co. Inc. 4201 Hempstead Turnpike BETHPAGE NY 11714-5701 (1516) 731-3294 625
Carrols LLC 1250 Front Street BINGHAMTON NY 13901-5008 (607) 723-9101 1416
Carrols LLC 464 Court Street BINGHAMTON NY 13904-1656 (607) 724-5121 1661
Carrols LLC 290 Main Street BINGHAMTON NY 13905-2518 (607) 797-3407 6630
Carrols LLC 4175 McKinley Parkway BLASDELL NY 14219-2933 (716) 648-1130 11973
Bluepoint Restaurant Associates, L.P. 32 Montauk Highway BLUE POINT NY 11715-1139 (631) 363-6626 3965
L. I. Restaurant Associates, L.P. 5141 Sunrise Highway BOHEMIA NY 11716-4615 (631) 567-7495 11850
Carrols LLC 261 Utica Road BOONVILLE NY 13309-1325 (315) 942-5178 7801
Brennan Lakeview Plaza BREWSTER NY 10509 (845) 278-2502 5462
Carrols LLC 6375 Brockport-Spencerport Rd BROCKPORT NY 14420-2670 (585) 637-4840 16823
Elmhurst Burgers Co. Inc 3500 Boston Road BRONX NY 10469-2504 (718) 515-8738 847
Rackson Restaurants, LLC 4275 White Plains Road BRONX NY 10466-3023 (718) 514-6941 853
QQR, LLC 6007 Broadway BRONX NY 10471 (347) 346-9792 1434
Hutch Restaurant Associates, L.P. 1590 Hutchinson River Parkway BRONX NY 10461-5432 (718) 824-7846 5040
Rackson Restaurants, LLC 215/213 East Fordham Road BRONX NY 10458-5006 (347) 344-6815 6116
Sultanzada 1851-59 Bruckner Boulevard BRONX NY 10472-6599 (718) 931-6773 10450
60 Metropolitan Operating Corp. 60 Metropolitan Oval BRONX NY 10462-6601 (718) 969-7025 11581
1370 JEROME BURGER CORP 1380 Jerome Avenue BRONX NY 10452-3317 (917) 473-6449 12205
Rackson Restaurants, LLC 977 Southern Blvd BRONX NY 10459-3401 (347) 708-9039 12261
Rackson Restaurants, LLC 521 E 149th St BRONX NY 10455-2848 (347) 344-6817 12262
Sultanzada 400 East Tremont Avenue BRONX NY 10457-4239 (718) 294-7019 16535
Sultanzada 557 Grand Concourse BRONX NY 10451-5201 (718) 708-6651 16887
1607 FOOD CORP. 1607 Westchester Ave BRONX NY 10472-2914 (347) 297-3524 21211
961 Food Corp. 961 E 174th St BRONX NY 10460-5060 (917) 471-9425 21484
Sultanzada 216 E 161st St BRONX NY 10451-3541 (917) 471-9288 21602

86
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Bronx Pelham Foods, Inc. 3261 Westchester Avenue BRONX NY 10461 (718) 822-7900 22770
3440 Jerome Avenue Operating, LLC 3440 Jerome Avenue BRONX NY 10467 (347) 275-1292 23277
Church Ave. Burgers Co., Inc. 9006 Church Avenue BROOKLYN NY 11236-1007 (718) 498-5574 840
624 South Conduit Operating Corp. 624 S. Conduit Blvd. BROOKLYN NY 11208-3260 (718) 348-9517 939
3301 Fort Hamilton Operating Corp 3301 Ft. Hamilton Pkwy. BROOKLYN NY 11218-2105 (718) 438-9153 1557
FBF LIRA LLC 2164 - 86th Street BROOKLYN NY 11214-3213 (718) 265-1130 1588
Myrtle LIRA LLC 1412 Myrtle Avenue BROOKLYN NY 11237-5136 (718) 443-1001 1898
Brooklyn Canarsie Foods Inc. 1772 Rockaway Parkway BROOKLYN NY 11236 (718) 531-2839 2400
234 Utica Operating Corp 23-43 Utica Avenue BROOKLYN NY 11234-4640 (718) 377-9358 4723
41725 Fulton Operating Corp 417-21 Fulton Street BROOKLYN NY 11201-5103 (718) 855-8058 7262
8516 - Fifth Avenue Operating Corp. 8516 5th Avenue BROOKLYN NY 11209-4704 (718) 630-5535 9418
971 Flatbush Avenue Operating Corp. 971 Flatbush Avenue BROOKLYN NY 11226-4019 (718) 940-1111 9953
Brooklyn Fifth Avenue Foods Inc. 52-12 5th Ave BROOKLYN NY 11220 (718) 765-0844 11197
Hillel Foods, Inc. 13 Hillel Place BROOKLYN NY 11210-2901 (1718) 253-4002 12303
Brooklyn 65 Foods Inc. 64-13 14th Ave BROOKLYN NY 11219 (718) 236-8074 13966
736 Burger Corp 736 Broadway BROOKLYN NY 11206-4403 (718) 782-0222 15964
Brooklyn Bedford Foods Inc. 1727 Bedford Ave BROOKLYN NY 11225 (347) 272-1804 16507
1297 Fulton Operating Corp 1297 Fulton St BROOKLYN NY 11216-2149 (347) 533-9880 20418
1661 Linden Operating LLC 1663 Linden Blvd BROOKLYN NY 11212-6900 (347) 789-4200 21223
522 Fulton Operating Corp 522 Fulton St BROOKLYN NY 11201-5308 (347) 689-3405 21283
2848 Church Avenue Operating LLC 2848 Church Ave BROOKLYN NY 11226 (718) 483-9813 22769
Singh 1935 Coney Island Avenue BROOKLYN NY 11230 (347) 587-7781 23115
Singh 2228 Gerritsen Ave BROOKLYN NY 11229 (718) 265-3636 23460
Singh 1702 Neptune Ave, BROOKLYN NY 11224 (718) 646-2939 23461
Singh 2773 Nostrand Ave BROOKLYN NY 11210 (718) 377-1064 24704
Singh 2816 Atlantic Ave BROOKLYN NY 11207 (718) 827-2817 24787
Singh 497 Meeker Ave BROOKLYN NY 11222 (718) 389-2729 24788
Singh 2960 86th St BROOKLYN NY 11223 (718) 449-4189 25983
Sultanzada 292 Utica Ave BROOKLYN NY 11213 (718) 736-0999 26282
Singh 463 North Conduit Ave BROOKLYN NY 11208 (718) 277-7481 26287
Singh 6201 Ave U BROOKLYN NY 11234 (718) 241-3134 26319
Singh 8401 Flatlands Ave BROOKLYN NY 11236 (718) 209-8400 26645
Carrols LLC 2339 South Park Avenue BUFFALO NY 14220-2655 (716) 828-0231 883
Carrols LLC 1083 Hertel Avenue BUFFALO NY 14216-2746 (716) 875-7303 945
Carrols LLC 1066 Broadway BUFFALO NY 14212-1457 (716) 893-6100 1780
Carrols LLC 1364 Main Street BUFFALO NY 14209-1906 (716) 885-1555 2548
Carrols LLC 601 Busti Avenue BUFFALO NY 14213-2401 (716) 883-6710 3334
Carrols LLC 2416 Seneca Street BUFFALO NY 14210-2662 (716) 824-0087 4046
Carrols LLC 365 Amherst Street BUFFALO NY 14207-2809 (716) 871-9976 7972
Bart-Rich Enterprises, Inc. U. S. 5 & Muar Road CANANDAIGUA NY 14424-2220 (585) 394-4038 2352
Bartlett Investment Group, LLC 18 State Highway 310 CANTON NY 13617-1459 (315) 386-8779 11859
Carrols LLC 241 W. Bridge Street CATSKILL NY 12414-1723 (518) 943-9357 1834
L. I. Restaurant Associates, L.P. 1880 Middle Country Road CENTEREACH NY 11720-3558 (631) 738-1462 777
L. I. Restaurant Associates, L.P. 121 West Suffolk Avenue CENTRAL ISLIP NY 11722-2143 (631) 234-1020 815
Carrols LLC 3002 East Avenue CENTRAL SQUARE NY 13036-2615 (315) 676-3345 7220
Carrols LLC 4199 Union Road CHEEKTOWAGA NY 14225-5042 (716) 633-7390 750
Carrols LLC 600 Thruway Plaza Drive CHEEKTOWAGA NY 14225-4945 (716) 893-5414 12844
JSC Wallden Food Court, LLC 1 Galleria Drive Space F216 CHEEKTOWAGA NY 14225 (585) 505-8773 25717
Chester Rest NY, LLC 3 Bryle Pl CHESTER NY 10918-3300 (845) 610-5344 21672
Tri-King Ventures, LLC 520 Genesee St CHITTENANGO NY 13037-1606 (315) 687-7045 3059
Carrols LLC 7843 Brewerton Rd CICERO NY 13039-9533 (315) 458-6362 1881
Carrols LLC East Main Street COBLESKILL NY 12043-1434 (518) 234-7101 2073

87
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Carrols LLC 60 Saratoga Street COHOES NY 12047-3111 (518) 235-0059 4697
Host Int'l, Inc Albany Shaker Rd COLONIE NY 12211 518.312.4383 27358
L. I. Restaurant Associates, L.P. 6021 East Jericho Turnpike COMMACK NY 11725-2807 (631) 499-2052 1023
Singh 1201 Sunrise Highway COPIAGUE NY 11762 (631) 789-0925 25940
L. I. Restaurant Associates, L.P. 283 Middle Country Road CORAM NY 11727 (631) 732-2419 2040
Carrols LLC 122 Dennison Parkway E CORNING NY 14830-0000 (607) 962-7877 6011
Roosevelt Food Group Inc. 3924 104th St CORONA NY 11368-2314 (347) 813-4753 19940
Junction Burgers Co, Inc 3712 Junction Blvd CORONA NY 11368-1741 (347) 808-0625 21136
Carrols LLC 1096 State Rt. 222 CORTLAND NY 13045-1831 (607) 753-0351 2638
Carrols LLC 9509 Foster Wheeler Road DANSVILLE NY 14437-9259 (585) 335-8598 2591
JSC Transit Road LLC 5391 Transit Road DEPEW NY 14043-3234 (716) 815-5850 766
Carrols LLC 619 Dick Road DEPEW NY 14043-1821 (716) 683-9110 3277
Carrols LLC 1459 French Road DEPEW NY 14043-4867 (716) 668-1866 4560
Froccaro 91-18 Astoria Blvd. EAST ELMHURST NY 11369 (718) 672-0855 917
Apple West Co. Inc. 2450 Hempstead Turnpike EAST MEADOW NY 11554-2031 (516) 731-2397 1050
Carrols LLC 875 Fairport Road EAST ROCHESTER NY 14445-1909 (585) 586-5663 1642
Bart-Rich Enterprises, Inc. 901 Lake Street ELMIRA NY 14901-1532 (607) 733-9793 3308
239 Elmont Operating Corp. 239-25 Linden Boulevard ELMONT NY 11003-3920 (516) 285-7786 11039
Singh 1360 Hempstead Turnpike ELMONT NY 11003 (516) 216-5635 24134
Singh 535 Hempstead Turnpike ELMONT NY 11003 (516) 325-7867 26626
QQR, LLC 265 E Main St ELMSFORD NY 10523 (914) 347-5060 1384
Carrols LLC 3310 E. Main Street ENDWELL NY 13760-5955 (607) 785-8550 1590
Carrols LLC 43 East Main Street FALCONER NY 14733-1336 (716) 665-2301 8194
L. I. Restaurant Associates, L.P. 1915 Broadhollow Rd FARMINGDALE NY 11735 (631) 753-0280 5089
JSC Farmington SVM Operations LLC 1298 State Route 332 FARMINGTON NY 14425 (585) 505-8820 21651
L. I. Restaurant Associates, L.P. 2250 North Ocean Avenue FARMINGVILLE NY 11738-2911 (631) 732-0127 2933
Carrols LLC 730 RT. 9 FISHKILL NY 12524-1378 (845) 897-5437 3249
164 Turnpike Operating Corp. 164-17 Union Turnpike FLUSHING NY 11366-1236 (718) 969-3423 11038
Main Street Burger Co., Inc. 39-20 Main Street FLUSHING NY 11354-5430 (718) 321-8120 11904
144th St. Burgers Co., Inc. 146-04 Northern Blvd FLUSHING NY 11354 718-463-3917 28201
Army Air Force Exchange Services Ft. Drum FORT DRUM NY 13602-5001 (315) 773-0117 6285
Army Air Force Exchange Services 19905 Munns Corners Rd FORT DRUM NY 13602 (315) 772-4633 16120
Army Air Force Exchange Services BLDG 123-Ft. Hamilton FORT HAMILTON NY 11252-0000 (718) 748-4876 8361
Carrols LLC 10366 Bennett Road FREDONIA NY 14063-1401 (716) 672-2100 2242
Freeport Burger Co. Inc 21 East Merrick Rd FREEPORT NY 11520 (516) 705-8994 23951
Carrols LLC 204 South Second Street FULTON NY 13069-2340 (315) 593-2689 2460
Apple West Co. Inc. 2351 Jericho Tpke GARDEN CITY PARK NY 11040-4709 (516) 746-6395 405
JSC Gates LLC. 4 Spencerport Road GATES NY 14606 (585) 504-4566 29031
Carrols LLC 147 Lakeville Road GENESEO NY 14454-1142 (585) 405-3015 2796
Carrols LLC 2515 Millersport Highway. GETZVILLE NY 14068-1445 (716) 689-9232 874
Froccaro 3 Cedar Swamp Road GLEN COVE NY 11542 (516) 609-0813 13948
Carrols LLC 1 Warren St GLENS FALLS NY 12801-4534 (518) 761-4078 4292
Carrols LLC 98 Arterial Plaza GLOVERSVILLE NY 12078-2503 (518) 725-0850 4898
Carrols LLC 273 South Kingsboro Ave GLOVERSVILLE NY 12078-4621 (518) 725-9271 19923
Goshen Rest. 3282, LLC 33 Matthew Street GOSHEN NY 10924-1962 (845) 294-3157 3282
Carrols LLC 1700 Grand Island Boulevard GRAND ISLAND NY 14072-2122 (716) 773-7413 5865
Carrols LLC 4355 Dewey Avenue GREECE NY 14616-1220 (585) 621-7490 2184
Carrols LLC 45 Greece Center Drive GREECE NY 14612 (315) 424-0514 26022
Froccaro 110 Northern Boulevard GREENVALE NY 11548 (516) 484-4774 382
Carrols LLC 1699 Route 9 HALFMOON NY 12065-4371 (518) 371-9148 3231
JSC Hamburg Operating Company, LLC 5597 Camp Road HAMBURG NY 14075 (585) 505-8799 885
HMSHost Family Restaurants, LLC Jackson Avenue, Mile Post 6n HASTING ON HUDSON NY 10706-0055 (914) 478-5570 7148

88
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Singh 1340 Motor Parkway HAUPPAGUE NY 11749 (631) 232-2255 25941
Apple West Co. Inc. 500 Fulton Avenue HEMPSTEAD NY 11550-4131 (516) 565-9462 216
Apple West Co. Inc. 150 Fulton Avenue HEMPSTEAD NY 11550-3719 (516) 489-1650 13337
Carrols LLC 115 W. State Street HERKIMER NY 13350-2336 (315) 866-1056 2002
L. I. Restaurant Associates, L.P. 440 Mill Rd HEWLET NY 11557 (516) 218-2770 23859
Highland Rest 3551, LLC 56 Milton Ave HIGHLAND NY 12528-1832 (845) 691-7269 3551
Sultanzada 195-10 Jamaica Ave HOLLIS NY 11423 (718) 413-7904 24409
Carrols LLC Maple City Drive And HORNELL NY 14843-1519 (607) 324-0961 6212
Bart-Rich Enterprises, Inc. 2143 Grand Central Avenue HORSEHEADS NY 14845-2809 (607) 739-1343 2837
16150 Cross Bay Operating Corp. 161 Cross Bay Boulevard HOWARD BEACH NY 11414-0000 (718) 845-3008 9956
Carrols LLC Fairview Plaza HUDSON NY 12534-1243 (518) 828-3884 2070
L. I. Restaurant Associates, L.P. 241 New York Avenue HUNTINGTON NY 11743-2747 (631) 923-1891 900
Phoenix of Dix Hills, LLC 1760 East Jericho Turnpike HUNTINGTON NY 11743-5713 (631) 462-1640 5891
L. I. Restaurant Associates, L.P. 837 New York Avenue HUNTINGTON NY 11743-4412 (631) 351-5767 14026
Carrols LLC 639 Rt 5 & 20 IRVING NY 14081-9722 (716) 934-2876 7104
Tri-King Ventures, LLC 1010 Ellis Hollow Road ITHACA NY 14850-2808 (607) 277-6662 12983
Rockaway Blvd. Burgers Co., Inc. 15405 Rockaway Blvd JAMAICA NY 11434-3633 (718) 527-5044 2930
Compass Group USA, Inc. St. John's University JAMAICA NY 11439-0000 (718) 969-8201 9232
Hillside Foods, Inc. 131-10 Hillside Avenue JAMAICA NY 11418-1837 (718) 441-0925 17317
547 Food Corp 194-14 Linden Blvd JAMAICA NY 11412 929-405-0855 24045
Carrols LLC 651 Foote Avenue JAMESTOWN NY 14701-8229 (716) 487-1600 802
Carrols LLC 937 Fair Mount Avenue (w. E. ) JAMESTOWN NY 14701-2454 (716) 484-1532 6012
Jericho Restaurant Associates, L.P. 52 Jericho Tpke. JERICHO NY 11753-1004 (516) 334-7203 807
Carrols LLC 3565 Delaware Avenue KENMORE NY 14217-1121 (716) 875-8299 953
Carrols LLC 1195 Ulster Ave KINGSTON NY 12401-1513 (845) 336-5013 2027
Carrols LLC 322 Broadway KINGSTON NY 12401-5146 (845) 331-0158 2072
L. I. Restaurant Associates, L.P. 254 Portion Road LAKE RONKONKOMA NY 11779-2347 (631) 588-3588 784
Carrols LLC 663 Loudon Road LATHAM NY 12110-0000 (518) 225-9265 672
Merrick Food Corp. 21603 Merrick Blvd LAURELTON NY 11413-1407 (718) 470-2102 12203
Scarsdale Burgers Co. Inc. 665 Rockaway Turnpike LAWRENCE NY 11559-1029 (516) 239-0046 2252
JGC Le Roy Operating Company, LLC 134 West Main Street LEROY NY 14482 (585) 505-8782 11420
Liberty Rest. 13136, LLC 47 Sullivan Avenue LIBERTY NY 12754-2207 (845) 292-6004 13136
L. I. Restaurant Associates, L.P. 700 Farmingdale Road LINDENHURST NY 11757-1134 (631) 957-5329 3604
Singh 1200 NY 109 LINDENHURST NY 11757 (631) 203-4165 25333
HMSHost Family Restaurants, LLC Rd. #3 Tisi Road LITTLE FALLS NY 13365-0000 (315) 823-3873 4138
Carrols LLC 4035 State Route 31 LIVERPOOL NY 13090-1313 (315) 652-1967 7149
Carrols LLC 7589 Oswego Rd LIVERPOOL NY 13090-2927 (315) 622-2623 9760
Bart-Rich Enterprises, Inc. 104 Elwood Davis Rd. LIVERPOOL, NY NY 13088 (315) 457-8197 3451
Carrols LLC 5720 Transit Road LOCKPORT NY 14094-5865 (716) 439-0249 14420
Fishkill Burgers Co. Inc. 2 East Park Avenue LONG BEACH NY 11561-3504 (516) 431-8386 3898
Bartlett Investment Group, LLC 234 W. Main Street MALONE NY 12953-9576 (518) 651-2042 8001
Carrols LLC 104-106 Fayette Street MANLIUS NY 13104-1802 (315) 682-2149 2042
Maspeth Burger Co., Inc. 74-25 Grand Ave MASPETH NY 11378 1-718-424-0687 26231
Bartlett Investment Group, LLC Harte Haven Shopping Center MASSENA NY 13662-0000 (315) 764-9631 5861
Raceway Restaurants, Inc.* 3742 US Route 11 MCGRAW NY 13101 (607) 753-3529 26605
Cammilleri Holdings, LLC 11212 Maple Ridge Road MEDINA NY 14103 (585) 785-4724 9096
Carrols LLC 580 Broadway MENANDS NY 12204-2854 518-434-1720 2757
Apple West Co. Inc. 1727 Merrick Road MERRICK NY 11566-4541 (516) 623-8088 795
Metro LIRA LLC 6626 Metropolitan Avenue MIDDLE VILLAGE NY 11379-1601 (718) 417-6766 6192
Carrols LLC 281 Route 211 E, Town of Wallkill MIDDLETOWN NY 10940-3118 (845) 342-3233 17485
Middletown Rest 107, LLC 107 Dolsen Ave MIDDLETOWN NY 10940 (845) 467-4103 26176
Monroe Rest. 2876. LLC 831 Route 17M MONROE NY 10950-0000 (845) 774-2569 2876

89
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Carrols LLC 2076 State Route 208 MONTGOMERY NY 12549-2611 (845) 457-9428 3374
Monticello Rest. 14398, LLC 4349 State Route 42 MONTICELLO NY 12701-4811 (845) 791-6507 14398
Cardarelli/Cardarelli 230 N. Bedford Road MOUNT KISCO NY 10549 (914) 666-8600 825
Columbus Ave Fast Food LLC 515 South Columbus Avenue / 20 Colonial Place MOUNT VERNON NY 10550 914.530.5262 22653
New City Rest 2125, LLC 164 South Main Street NEW CITY NY 10956-3316 845-499-2833 2125
Carrols LLC 8515 Seneca Tpke NEW HARTFORD NY 13413-4963 (315) 797-8531 1177
NP REST 5994, LLC 238 Main St NEW PALTZ NY 12561-1611 (845) 256-1922 5994
New Roc City Fast Food LLC 33 Lecount Place NEW ROCHELLE NY 10801 (914) 365-1414 22779
Rackson Restaurants, LLC 106 Liberty Street NEW YORK NY 10006-1016 (212) 571-4520 2446
16 Burger LLC 16 Beaver Street NEW YORK NY 10004 (212) 483-1051 3658
NYC 116 BK QSR Inc 154 East 116 Street NEW YORK NY 10029-1301 (212) 426-9532 9829
Rackson Restaurants, LLC 474 7th Avenue NEW YORK NY 10018-7673 (212) 564-8789 11455
Rackson Restaurants, LLC 327 West 42nd Street NEW YORK NY 10036-6913 (212) 582-0238 12871
Rackson Restaurants, LLC 1313 Broadway NEW YORK NY 10001-2105 (212) 967-7348 13430
146 Burger Corp 146 Delancey Street NEW YORK NY 10002-3325 (212) 777-9522 14222
Rackson Restaurants, LLC 1886 3rd Ave NEW YORK NY 10029-4901 (917) 472-1246 14740
106 Burger Corp 106 Fulton St NEW YORK NY 10038-2708 (212) 566-5132 17871
325 Burger Corp 325 Broadway Street NEW YORK NY 10007-1112 (212) 346-0954 20333
200 East 125th Street Operating, LLC 200 East 125th St NEW YORK NY 10035 (917) 261-7611 23934
Sultanzada 175 Dyckman St NEW YORK NY 10040 646-596-7757 25810
Carrols LLC 710 West Union Street NEWARK NY 14513-1356 (315) 331-0435 1947
Carrols LLC 10 North Plank Road NEWBURGH NY 12550-2112 (845) 562-3890 1994
Carrols LLC 80 State Hwy 17k NEWBURGH NY 12550-5008 (845) 567-0719 2020
Carrols LLC 7403 Niagara Falls Blvd. NIAGARA FALLS NY 14304-1719 (716) 283-3033 528
Carrols LLC 1611 Main Street NIAGARA FALLS NY 14305-2523 (716) 285-9509 1880
Carrols LLC 2553 Military Road NIAGARA FALLS NY 14304-1505 (716) 297-4085 2763
Raceway Restaurants, Inc. 305 Stanton Hill Rd NICHOLS NY 13812 (607) 223-4159 27965
L. I. Restaurant Associates, L.P. 1300 Deer Park Avenue NORTH BABYLON NY 11703-2715 (631) 667-4805 626
Apple West Co. Inc. 2125 Grand Ave NORTH BALDWIN NY 11510-2917 (516) 377-3649 762
Bart-Rich Enterprises, Inc. 3603 Brewerton Road NORTH SYRACUSE NY 13212-3828 (315) 454-9094 396
Carrols LLC 924 Payne Avenue NORTH TONAWANDA NY 14120-3212 (716) 693-0168 507
Carrols LLC R. D. #2. Box 250a NORWICH NY 13815-0000 (607) 334-8570 2019
Oceanside Restaurant Associates, L.P. 3190 Long Beach Road OCEANSIDE NY 11572-4110 (516) 594-1026 9650
Bartlett Investment Group, LLC 732 Canton Street OGDENSBURG NY 13669-3828 (315) 393-2960 4051
Carrols LLC 484 N. Union Street OLEAN NY 14760-2659 (716) 372-8811 1463
Carrols LLC 3007 NYS Route 417 OLEAN NY 14760-1832 (716) 372-2329 10517
Bart-Rich Enterprises, Inc. 212 Genesee St ONEIDA NY 13421-2712 (315) 363-5620 1884
Carrols LLC 5044 State Highway 23 ONEONTA NY 13820-3558 (607) 432-4795 11695
Carrols LLC 187 State Route 104 OSWEGO NY 13126-2910 (315) 342-0357 1855
Atlantic LIRA LLC 92-02 Atlantic Ave. OZONE PARK NY 11416-1517 (718) 845-8710 4924
Singh 135-45 Cross Bay Blvd OZONE PARK NY 11417 (718) 835-2125 25982
Carrols LLC 22 Victory Highway PAINTED POST NY 14870-1007 (607) 937-5542 2406
L. I. Restaurant Associates, L.P. 246 Medford Ave PATCHOGUE NY 11772 (631) 475-8788 1090
L. I. Restaurant Associates, L.P. 500 Waverly Avenue PATCHOGUE NY 11772 (631) 207-0050 14810
Carrols LLC East Main Street-Route 6 PEEKSKILL NY 10566-2506 (914) 737-6529 2379
Creative Foods Corp. 501 Old Country Road PLAINVIEW NY 11803-4903 (516) 935-5407 2320
Carrols LLC 305 Cornelia Street PLATTSBURGH NY 12901-0000 (518) 563-7140 2166
Carrols LLC U. S. Avenue PLATTSBURGH NY 12901-0000 (518) 563-4880 2173
Apple West Co. Inc. 260 Boston Post Road PORT CHESTER NY 10573-4702 (914) 934-7877 911
Carrols LLC 100 Pike St PORT JERVIS NY 12771-1808 (845) 856-2012 2021
Froccaro 5 Old Shore Road PORT WASHINGTON NY 11050 (516) 883-8673 3502
Bartlett Investment Group, LLC 176 Market Street POTSDAM NY 13676-0000 (315) 265-8863 2628

90
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Carrols LLC 845 South Road POUGHKEEPSIE NY 12601-6000 (845) 297-4942 2316
Carrols LLC 621 Dutchess Turnpike POUGHKEEPSIE NY 12603-1920 (845) 452-7304 11205
Poughkeepsie Rest NY, LLC 18 Winslow Gate Road POUGHKEEPSIE NY 12601 (845) 765-7270 28605
Bart-Rich Enterprises, Inc. 3832 State Route 13 PULASKI NY 13142-0000 (315) 298-6618 8571
Singh 260-01 Horace Harding Expy QUEENS NY 11362 (718) 352-2369 24703
Singh 224-01 N Conduit Ave QUEENS NY 11413 (718) 527-0419 25202
Singh 61-19 Fresh Meadow Ln QUEENS NY 11365 (347) 542-3494 29266
Sultanzada 217-10 Hillside Avenue QUEENS VILLAGE NY 11427-1949 (718) 776-5654 11037
Carrols LLC 620 Aviation Rd QUEENSBURY NY 12804-1837 (518) 761-2051 3071
Woodhaven Burgers Co. , Inc. 92-85 Queens Boulevard REGO PARK NY 11374-1028 (718) 575-0116 2784
L. I. Restaurant Associates, L.P. 900 Old Country Road RIVERHEAD NY 11901-2107 (631) 727-5553 779
Carrols LLC 625 Ridge Road East ROCHESTER NY 14621-1205 (585) 467-9030 1554
Carrols LLC 1100 Jefferson Rd ROCHESTER NY 14623-3135 (585) 424-5552 1774
Carrols LLC 130 Pixley Road ROCHESTER NY 14624-2315 (585) 247-0507 1801
Carrols LLC 1780 Mt. Hope Avenue ROCHESTER NY 14620-4546 (585) 461-0186 1810
Carrols LLC 560 Lyell Avenue ROCHESTER NY 14606-1825 (585) 254-3080 1924
Carrols LLC 1645 Penfield Rd ROCHESTER NY 14625-2301 (585) 381-5850 2384
JSC GreeceRidgeMall, LLC 424 Greece Ridge Center Drive ROCHESTER NY 14626 (585) 643-1748 8396
Carrols LLC 1300 Chili Avenue ROCHESTER NY 14624-3240 (585) 527-9613 9781
Carrols LLC 2580 Ridgeway Avenue ROCHESTER NY 14626-4116 (585) 227-2969 10654
JSC Humboldt Operating Company LLC 21 Humboldt Street ROCHESTER NY 14609 (585) 505-8894 23510
JSC Mt. Read Blvd, LLC 3491 Mt Read Blvd ROCHESTER NY 14616 (585) 505-8870 26003
JSC Monroe LLC 347 Monroe Ave ROCHESTER NY 14607 (585) 877-0696 28774
Carrols LLC 1700 Black River Boulevard ROME NY 13440-2454 (315) 339-2660 1370
Carrols LLC 106 South Madison Street ROME NY 13440-5643 (315) 334-4702 2385
HMSHost Family Restaurants, LLC New York State Thruway RUBY NY 12475 (845) 336-8129 22524
L. I. Restaurant Associates, L.P. 96 Route 110 S FARMINGDALE NY 11735-4801 (631) 694-1995 2864
Carrols LLC 881 Broad St Apt 417 SALAMANCA NY 14779-1379 (716) 945-0061 10243
Carrols LLC 3004 Route 50 SARATOGA SPGS NY 12866-2903 (518) 587-4209 3736
QQR, LLC 556 Central Park Avenue SCARSDALE NY 10583 (914) 722-1964 836
Carrols LLC 323 Erie Boulevard SCHENECTADY NY 12305-1816 (518) 382-8254 4326
Carrols LLC 90 Campbell Road SCHENECTADY NY 12306-6847 (518) 382-0161 11266
Carrols LLC 1541 Altamont Avenue SCHENECTADY NY 12303-0000 (518) 355-6700 14194
Apple West Co. Inc. 3960 Sunrise Highway SEAFORD NY 11783-2635 (516) 785-4488 671
Bart-Rich Enterprises, Inc. 2013 Route 5 & 20 Road SENECA FALLS NY 13148-8730 (315) 568-4215 3438
L. I. Restaurant Associates, L.P. 862 Montauk Hwy. SHIRLEY NY 11967-2142 (631) 399-2226 909
HMSHost Family Restaurants, LLC Mile Marker 33 North SLOATSBURG NY 10974-0287 (914) 753-2701 7152
Smithtown Restaurant Associates, LLC 942 W Jericho Tpke SMITHTOWN NY 11787-3206 (631) 343-7167 20327
Queens Liberty Foods, Inc. 12002 Liberty Ave SOUTH RICHMOND HILL NY 11419-2118 (917) 300-5405 12355
L. I. Restaurant Associates, L.P. 71 N. County Road 39 SOUTHAMPTON NY 11968-5214 (631) 283-7111 2322
JFM Spring, LLC 160 Spring Valley Marktplace SPRING VALLEY NY 10977-5222 (845) 352-8853 10481
Carrols LLC 10 South Cascade Street SPRINGVILLE NY 14141-9227 (716) 592-2395 6247
Consumer Food Services, L. L. C. 20 Willowbrook Road STATEN ISLAND NY 10302-2220 (718) 815-9700 601
2557 Richmond Avenue Operating, LLC 2557 Richmond Avenue STATEN ISLAND NY 10314-5803 (718) 370-3878 871
Consumer Food Services, L. L. C. 3901 Richmond Avenue STATEN ISLAND NY 10312-5110 (718) 967-1237 878
Consumer Food Services, L. L. C. 1565 Hylan Boulevard STATEN ISLAND NY 10305-1909 (718) 980-5910 1075
Consumer Food Services, L. L. C. 2800 Hylan Blvd. STATEN ISLAND NY 10306-4600 (718) 980-1629 1147
Franchise Food Services, Inc. 950 Jewett Avenue STATEN ISLAND NY 10314-2861 (718) 720-8498 9361
Consumer Food Services, L. L. C. 2655 Richmond Avenue STATEN ISLAND NY 10314-5821 (718) 477-2360 17416
245 Page Avenue Operating LLC 245 Page Avenue STATEN ISLAND NY 10307 (718) 227-2862 22512
Singh 1680 Richmond Ave STATEN ISLAND NY 10314 (718) 983-0194 25334
Singh 231 Bay Street STATEN ISLAND NY 10301 (718) 720-5100 27507

91
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

L. I. Restaurant Associates, L.P. 2488 Nesconset Highway STONY BROOK NY 11790-3502 (631) 751-1107 2236
Sunnyside BK QSR Inc 40-15 Queens Blvd. SUNNYSIDE NY 11104-3301 (718) 786-8189 888
Carrols LLC 4734 Onondaga Boulevard SYRACUSE NY 13219-3304 (315) 476-8261 1641
Carrols LLC 3332 W Genesee St SYRACUSE NY 13219-1321 (1315) 468-3686 1809
Carrols LLC 700 S. Salina Street SYRACUSE NY 13202-3526 (315) 479-7524 1844
Carrols LLC 6300 Thompson Road SYRACUSE NY 13206-1411 (315) 437-8764 1948
Carrols LLC 623 Butternut Street SYRACUSE NY 13208-2737 (315) 471-0092 4442
Carrols LLC 1514 Erie Boulevard East SYRACUSE NY 13210-1210 (315) 475-2226 4968
Bart-Rich Enterprises, Inc. 3930 South Salina Street SYRACUSE NY 13205-1855 (315) 469-8885 5352
Carrols LLC 955 W Genesee St SYRACUSE NY 13204-2207 (315) 472-6036 9495
Syracuse University 401 Skytop Rd. SYRACUSE NY 13244 (315) 443-1737 10622
JSC DestinyUSA Food Court LLC 1 Destiny USA Dr FC-03 SYRACUSE NY 13204 (585) 505-8848 25707
Carrols LLC 11 Delaware Street TONAWANDA NY 14150-2215 (716) 695-0633 5041
Carrols LLC 1140 Niagara Falls Blvd. TONAWANDA NY 14150-9329 (716) 835-2469 14349
Carrols LLC 747 Hoosick Road TROY NY 12180-6626 (518) 266-9873 12720
Tri-King Ventures, LLC State Hwy 80 & State Hwy 11a TULLY NY 13159-9617 (315) 238-7113 6631
Carrols LLC 300 Herkimer Road UTICA NY 13502-2348 (315) 792-3656 1654
Carrols LLC Big V Shopping Center VAILS GATE NY 12584-0000 (845) 562-6380 2146
L. I. Restaurant Associates, L.P. 181 West Merrick Road VALLEY STREAM NY 11580-5514 (516) 561-9411 788
Carrols LLC 3100 Ash Rd VESTAL NY 13850-2050 (607) 770-0168 17398
JSC Eastview Mall,LLC 670 Eastview Mall VICTOR NY 14564 (585) 736-9130 1798
Carrols LLC 600 Rowley Road VICTOR NY 14564-9726 (585) 924-7073 9462
Apple West Co. Inc. 1131 Wantagh Avenue WANTAGH NY 11793-2113 (516) 679-9191 858
Burger Barn LLC 8 Oakland Avenue WARWICK NY 10990-1504 845-986-1726 4797
Carrols LLC 1081 Arsenal Street WATERTOWN NY 13601-2209 (1315) 788-0950 1570
Carrols LLC 339 State Street WATERTOWN NY 13601-2720 (315) 782-0664 2068
Carrols LLC 211 Franklin Street WATKINS GLEN NY 14891-1201 (607) 535-7280 2413
Carrols LLC 940 Hard Road WEBSTER NY 14580-8977 (585) 671-2730 16635
Carrols LLC 4228 Bolivar Rd WELLSVILLE NY 14895-9332 (585) 593-1199 6443
L. I. Restaurant Associates, L.P. 628 West Montauk Highway WEST BABYLON NY 11704-8215 (631) 620-3228 308
340 Hempstead Operating Corp 340 Hempstead Turnpike WEST HEMPSTEAD NY 11552-1330 (516) 538-2859 1087
JFM NYACK LLC 3623 Palisades Center Drive WEST NYACK NY 10994-6612 (845) 353-6448 11649
Army Air Force Exchange Services 1204 Stoney Lonesome Road WEST POINT NY 10996 (845) 446-0260 13120
Apple West Co. Inc. 409 Old Country Road WESTBURY NY 11590-5101 (516) 333-3653 1066
Singh 865 Carman Avenue WESTBURY NY 11590 (516) 280-7451 25939
HMSHost Family Restaurants, LLC Nys Thruway M. P. 244 E WESTMORELAND NY 13490-0246 (315) 853-3670 7335
Galleria Food Corp. 100 Main St WHITE PLAINS NY 10601-2601 (646) 602-4320 21803
Carrols LLC 26 Oriskany Blvd WHITESBORO NY 13492-1321 (315) 736-7998 1653
Carrols LLC 4107 Route 104 WILLIAMSON NY 14589-0054 (315) 589-7541 7470
Carrols LLC 7110 Transit Road WILLIAMSVILLE NY 14221-7214 (716) 839-9307 562
Carrols LLC 5345 Transit Road WILLIAMSVILLE NY 14221-2823 (716) 688-5595 839
69th Street Burgers Co., Inc. 6815 Northern Blvd WOODSIDE NY 11377-2244 (718) 779-4875 925
Parade Restaurants Limited Liability Company 826 Central Park Avenue YONKERS NY 10704-1057 (914) 969-6044 14318
Sultanzada 53 S Broadway YONKERS NY 10701-4038 (914) 327-4600 19450
Carrols LLC 12213 Olean Road YORKSHIRE NY 14173-0464 (716) 496-5733 6538
Candu Quick 385 Downing Drive YORKTOWN HEIGHTS NY 10598 (914) 962-5761 1849
Willcher, Inc. 1175 South Arlington Street AKRON OH 44306 (330) 773-6950 416
Carrols LLC 671 East Market Street AKRON OH 44304-1668 (1330) 762-3498 556
Carrols LLC 1390 Vernon Odom Blvd. AKRON OH 44320-4036 (1330) 867-8332 678
Carrols LLC 1294 Canton Road AKRON OH 44312-3951 (330) 733-7973 6171
Carrols LLC 3180 S. Arlington Rd. AKRON OH 44312-5214 (330) 645-1336 6376
Willcher, Inc. 440 East Waterloo Road AKRON OH 44319 (330) 785-0401 7803

92
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Carrols LLC 3196 Manchester Road AKRON OH 44319-1439 (330) 644-8688 11004
Willcher, Inc. 174 E Tallmadge Ave AKRON OH 44310 (234) 334-4410 21241
Carrols LLC 757 S. Union Avenue ALLIANCE OH 44601-2932 (330) 821-2726 1368
Carrols LLC 1845 West State Street ALLIANCE OH 44601-3538 (330) 821-1554 7970
Rooks/Rooks 1188 W Ohio Pike AMELIA OH 45102 (513) 753-3392 6367
HMSHost Family Restaurants, LLC 7998 Leavitt Road AMHERST OH 44001-3433 (440) 986-4444 14403
HMSHost Family Restaurants, LLC 46402 Middle Ridge Road AMHERST OH 44001-3436 (440) 985-1093 14404
Carrols LLC 910 Claremont Avenue ASHLAND OH 44805-3709 (419) 281-5029 5976
Carrols LLC 10 Sugarbush Ct & US Rt. 250 ASHLAND OH 44805 (419) 207-0157 25131
TOMS KING (Ohio) LLC 3225 North Ridge East ASHTABULA OH 44004-0000 (440) 998-1182 9932
Herridge/Wharton 949 East State Street ATHENS OH 45701-2117 (740) 594-5500 14392
PEC Management II, LLP 2239 State Road #45 AUSTINBURG OH 44010-9773 (440) 275-1256 7305
TOMS KING (Ohio) LLC 5310 Mahoning Avenue AUSTINTOWN OH 44515-2415 (330) 799-9964 5161
Rackson Restaurants, LLC 36240 Detroit Road AVON OH 44011 (440) 934-1373 15485
Carrols LLC 2196 Hospital Drive BATAVIA OH 45103-0000 (513) 732-3311 8738
TOMS KING (Ohio) LLC 3378 Pentagon Park Blvd. BEAVERCREEK OH 45431-1702 (1937) 426-2119 8206
TOMS KING (Ohio) LLC 4 Warrensville Rd. BEDFORD OH 44146-0000 (440) 439-8006 6503
Carrols LLC 25201 Rockside Road BEDFORD HEIGHTS OH 44146-1970 (440) 232-3314 4121
Carrols LLC 2544 Belmont Street BELLAIRE OH 43906-1737 (740) 676-6725 7508
Laslow/Laslow 2005 S. Main Street BELLEFONTAINE OH 43311 (937) 599-6500 7057
Laslow/Laslow 1135 N. Main St BELLEFONTAINE OH 43311 (1937) 404-9575 26600
Carrols LLC 711 West Main Street BELLEVUE OH 44811-9415 (419) 483-0075 13513
Carrols LLC 851 State Route 97 West BELLVILLE OH 44813-9227 (419) 886-0015 11323
Herridge/Wharton 1221 Washington Blvd BELPRE OH 45714 (740) 860-3267 26239
Rackson Restaurants, LLC 1321 West Bagley Road BEREA OH 44017 (440) 891-8449 11325
Carrols LLC 5140 State Road 39 BERLIN OH 44610-0210 (330) 893-2210 8347
TOMS KING (Ohio) LLC 841 Boardman-Poland Road BOARDMAN OH 44512-5116 (330) 758-9515 3227
TOMS KING (Ohio) LLC 1403 Boardman-Canfield Road BOARDMAN OH 44512-4008 (330) 965-9215 9889
Carrols LLC 1570 East Wooster BOWLING GREEN OH 43402-3338 (419) 352-4461 1868
Carrols LLC 1272 North Main BOWLING GREEN OH 43402-1341 (419) 352-2877 5927
Carrols LLC 1181 S. Main Street BOWLING GREEN OH 43402 (419) 354-5903 22599
Carrols LLC 239 Tallmadge Rd. BRIMFIELD OH 44240 (330) 221-1835 27216
HMSHost Family Restaurants, LLC 10037 Broadview Road BROADVIEW HEIGHTS OH 44147-3299 (440) 546-7754 14959
HMSHost Family Restaurants, LLC 2000 Edgerton Road BROADVIEW HEIGHTS OH 44147-3100 (440) 546-7744 14960
TOMS KING (OHIO, II) LLC 14601 Snow Road BROOK PARK OH 44142-2462 (216) 267-2500 5626
Renuart 3276 Center Road BRUNSWICK OH 44212-3863 (330) 273-3360 4422
Melmont II Enterprises, Ltd. 14 Pearl Road BRUNSWICK OH 44212-1196 (330) 220-6770 11258
Carrols LLC 1220 South Main Street BRYAN OH 43506-2441 (419) 636-1091 7140
Laslow/Laslow 1517 E. Mansfield St, BUCYRUS OH 44820 (419) 617-1801 27534
Delton Restaurants, Inc. 2348 East Wheeling Avenue CAMBRIDGE OH 43725-2165 (740) 432-1837 6692
Carrols LLC 61688 Southgate Parkway CAMBRIDGE OH 43725-9114 (740) 435-0066 10898
Ampler Burgers Ohio LLC 6374 Gender Road CANAL WINCHESTER OH 43110-2052 (614) 920-9805 16587
Carrols LLC 3022 Cleveland Avenue, N. W. CANTON OH 44709-2811 (330) 492-4052 439
Carrols LLC 4432 West Tuscarawas Street CANTON OH 44708-5361 (330) 477-7471 447
Carrols LLC 3200 Atlantic Boulevard N. E. CANTON OH 44705-3933 (330) 452-4367 4408
Carrols LLC 3716 17th Street S. W. CANTON OH 44706-1804 (330) 478-8271 6456
Carrols LLC 4423 Hills and Dales Rd. NW CANTON OH 44708 (330) 479-9563 24754
TOMS KING (Ohio) LLC 203 East Market Street CELINA OH 45822-0000 (419) 586-9295 10847
TOMS KING (Ohio) LLC 414 Water Street CHARDON OH 44024-1208 (440) 286-9848 5204
TOMS KING (Ohio) LLC 8459 Mayfield Road CHESTERLAND OH 44026-2523 (440) 729-1219 12088
3166 South, Inc. 900 Bridge Street CHILLICOTHE OH 45601-1776 (740) 773-8676 3166
3166 South, Inc. 20 Centenniel Drive CHILLICOTHE OH 45601-1188 (740) 779-0995 10864

93
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Carrols LLC 6452 Glenway Avenue CINCINNATI OH 45211-5222 (513) 574-4900 612
Carrols LLC 512 Ohio Pike CINCINNATI OH 45255-3728 (513) 528-6320 2394
Carrols LLC 1555 West Galibraith Road CINCINNATI OH 45231-5542 (513) 931-3931 3931
Carrols LLC 812 Eastgate South Drive CINCINNATI OH 45245-1545 (513) 752-8141 4556
Carrols LLC 5120 Delhi Pike CINCINNATI OH 45238-5341 (513) 922-1880 5214
Carrols LLC 10425 Reading Road CINCINNATI OH 45241-2523 (513) 563-1525 5747
Ampler Burgers Ohio LLC 9065 Union Cemetery Rd CINCINNATI OH 45249 (513) 677-9474 7038
Carrols LLC 10170 Colerain Ave CINCINNATI OH 45251-4902 (513) 741-7373 7300
Carrols LLC 8549 Winton Road CINCINNATI OH 45231-4923 (513) 931-8134 8134
Carrols LLC 5015 Glenway Avenue CINCINNATI OH 45238-3903 (513) 471-8399 8399
Carrols LLC 9427 Colerain Ave CINCINNATI OH 45251-2001 513-923-9427 8528
TOMS KING (Ohio) LLC 7151 Hoke Rd CLAYTON OH 45315 (937) 343-6888 25818
Rackson Restaurants, LLC 1800 Brookpark Road CLEVELAND OH 44109 (216) 741-5160 704
Carrols LLC 4625 Northfield Road CLEVELAND OH 44128-4508 (216) 478-0081 1125
Carrols LLC 6610 Broadway CLEVELAND OH 44105-1310 (216) 441-1277 1161
Rackson Restaurants, LLC 8515 Euclid Avenue CLEVELAND OH 44106 (216) 791-4950 1173
Rackson Restaurants, LLC 6710 Denison Avenue CLEVELAND OH 44102 (216) 651-5550 1194
Rackson Restaurants, LLC 3305 Clark Avenue CLEVELAND OH 44109 (216) 961-7949 1300
Carrols LLC 16511 Harvard Road CLEVELAND OH 44128-2201 (216) 751-8485 4416
Rackson Restaurants, LLC 4123 Pearl Road CLEVELAND OH 44109 (216) 398-5734 5734
Rackson Restaurants, LLC 2828 Carnegie Avenue CLEVELAND OH 44115 (216) 694-2828 5817
Rackson Restaurants, LLC 1549 East 55 Street CLEVELAND OH 44103 (216) 431-6271 7685
Rackson Restaurants, LLC 11002 Lorain Avenue CLEVELAND OH 44111 (216) 251-7560 10540
Rackson Restaurants, LLC 14902 Puritas Avenue CLEVELAND OH 44135 (216) 941-6977 11029
TOMS KING (Ohio) LLC 6000 Memphis Avenue CLEVELAND OH 44144-2248 (216) 398-1771 11665
Carrols LLC 3299 Steelyard CLEVELAND OH 44109-2381 (216) 661-4427 16764
Hopkins Restaurant Services LLC 19000 Brookpark Road CLEVELAND OH 44135 (216) 465-9551 21752
Carrols LLC 3456 Mayfield Road CLEVELAND HEIGHTS OH 44118-1405 (216) 297-1830 14874
HMSHost Family Restaurants, LLC 888 N County Road 260 CLYDE OH 43410-8514 (419) 547-4724 12790
HMSHost Family Restaurants, LLC 1012 N County Road 260 CLYDE OH 43410-8513 (419) 547-4310 12791
TOMS KING (Ohio) LLC 1100 Village Plaza COLUMBIANA OH 44408-8479 (330) 482-3938 2919
Ampler Burgers Ohio LLC 3402 South High Street COLUMBUS OH 43207-3625 (614) 497-0642 390
Ampler Burgers Ohio LLC 1761 E. Dublin-Granville Rd. COLUMBUS OH 43229-3502 (614) 392-0783 1030
Ampler Burgers Ohio LLC 3275 Refugee Road COLUMBUS OH 43232-4811 (614) 231-0060 4244
Ampler Burgers Ohio LLC 3390 Cleveland Avenue COLUMBUS OH 43224-3677 (614) 267-0521 5682
Ampler Burgers Ohio LLC 1370 Harrisburg Pike COLUMBUS OH 43223-3236 (614) 274-8989 5970
Ampler Burgers Ohio LLC 817 West 5th Avenue COLUMBUS OH 43212-2632 (614) 421-1931 7521
OM Restaurants LLC 5470 Renner Road COLUMBUS OH 43228 (614) 870-2133 8370
Bagby/Bagby 5425 West Broad Street COLUMBUS OH 43228-1154 (614) 853-3315 10824
Ampler Burgers Ohio LLC 6400 Sawmill Road COLUMBUS OH 43235-3955 (614) 766-8265 14323
Ampler Burgers Ohio LLC 4060 Morse Crossing COLUMBUS OH 43219-6037 (614) 254-3669 18020
Host Int'l, Inc 4600 Int'l Gateway COLUMBUS OH 43219-1779 (614) 338-7531 18521
5th Avenue Restaurant Services LLC 1084 Cleveland Ave COLUMBUS OH 43201 (614) 826-4712 22487
Northland Restaurant Services, LLC 1618 Morse Rd. COLUMBUS OH 43229 (614) 396-7741 24388
Polaris Restaurant Services, LLC 1360 Gemini Place COLUMBUS OH 43240 (614) 505-6541 24785
Cassady Restaurant Services, LLC 1531 North Cassady Avenue COLUMBUS OH 43219 (614) 968-5009 24883
Ampler Burgers Ohio LLC 3655 South Hamilton Rd COLUMBUS OH 43232 (614) 829-6431 27535
PEC Management II, LLP 780 OH-7 CONNEAUT OH 44030 (440) 593-6161 28446
TOMS KING (Ohio) LLC 600 South High Street CORTLAND OH 44410-1503 (330) 637-8307 9830
Carrols LLC 23711 Airport Road COSHOCTON OH 43812-9261 (740) 622-7920 15401
Carrols LLC 290 Howe Avenue CUYAHOGA FALLS OH 44221-4916 (330) 928-0515 5390
Carrols LLC 2691 State Road CUYAHOGA FALLS OH 44223-1643 (330) 929-2400 5434

94
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Carrols LLC 4250 Linden Avenue DAYTON OH 45432-3020 (937) 254-1395 663
Carrols LLC 1129 Brown Street DAYTON OH 45409-2602 (937) 222-0151 706
Carrols LLC 5778 Springboro Pike DAYTON OH 45449-2842 (937) 299-0418 4647
TOMS KING (Ohio) LLC 4380 Indian Ripple Road DAYTON OH 45440-3250 (937) 429-2399 5226
Carrols LLC 1110 North Gettysburg Avenue DAYTON OH 45417-1505 (937) 262-9335 6540
Carrols LLC 4382 Brandt Pike DAYTON OH 45404-1484 (937) 236-1572 9629
TOMS KING (Ohio) LLC 4465 Clyo Road DAYTON OH 45459-7026 (937) 848-4185 9998
Miller Lane Restaurant Services, LLC 3299 Benchwood Rd DAYTON OH 45414 (937) 387-6849 23198
TOMS KING (Ohio) LLC 1401 N Keowee St DAYTON OH 45404 (937) 356-3001 24614
TOMS KING (Ohio) LLC 9198 Dayton Lebanon Pike DAYTON OH 45458 (937) 281-0274 24615
TOMS KING (Ohio) LLC 1420 Cincinnati St DAYTON OH 45417 (937) 637-4991 26150
Carrols LLC 1180 North Clinton Street DEFIANCE OH 43512-8558 (419) 784-2010 5084
Carrols LLC 168 S. Sandusky Street DELAWARE OH 43015-2646 (740) 363-8080 4645
Carrols LLC 1034 SR 37 West DELAWARE OH 43015 614.369.2921 27346
Ampler Burgers Ohio LLC 6315 Perimeter Drive DUBLIN OH 43016-9359 (614) 889-2772 13487
PEC Management II, LLP 15933 State Road 170 EAST LIVERPOOL OH 43920-9633 (330) 385-2192 2878
SNMJ West, Inc. 1125 North Barron Street EATON OH 45320-1011 (937) 456-9921 9535
TA Operating LLC I-70 & S.R. 127 (P.O. Box 30) EATON OH 45320-0030 (937) 456-5521 12219
Midwest R Corporation 616 West Broad Street ELYRIA OH 44035 (440) 323-7060 468
Melmont II Enterprises, Ltd. 1508 West River Road ELYRIA OH 44035-2714 (440) 324-6050 9811
Melmont II Enterprises, Ltd. 390 Chestnut Commons Drive ELYRIA OH 44035-9605 (440) 366-0706 16032
Carrols LLC 301 West National Road ENGLEWOOD OH 45322-1438 (937) 836-2244 2614
Carrols LLC 263 Babbitt Rd EUCLID OH 44123-1639 (216) 731-8720 14715
TOMS KING (Ohio) LLC 1231 E Dayton Yellow Springs Rd. FAIRBORN OH 45324-6327 (937) 754-9914 12701
TOMS KING (Ohio) LLC 60 S Broad St FAIRBORN OH 45324 (937) 815-1572 24616
SNMJ West, Inc. 7321 Dixie Highway FAIRFIELD OH 45014-5546 (513) 874-2189 3466
Carrols LLC 5165 Pleasant Avenue FAIRFIELD OH 45014-2622 (513) 867-9933 4160
Carrols LLC 525 Kolb Drive FAIRFIELD OH 45014 (513) 713-0300 22490
Rackson Restaurants, LLC 22740 Lorain Road FAIRVIEW PARK OH 44126 (440) 734-2200 342
Carrols LLC 1700 Tiffin Avenue FINDLAY OH 45840-6834 (419) 422-4581 1328
Carrols LLC 717 Trenton Avenue FINDLAY OH 45840-2642 (419) 424-3209 5857
Carrols LLC 1059 N Countyline St FOSTORIA OH 44830-1408 (419) 435-0688 6491
Carrols LLC 1819 West State FREMONT OH 43420-1635 (419) 334-8102 7123
Carrols LLC 2250 SR 53 FREMONT OH 43420-0000 (419) 332-8463 12735
Ampler Burgers Ohio LLC 260 South Hamilton Road GAHANNA OH 43230-3348 (614) 476-0676 1408
Carrols LLC 850 Harding Way West GALION OH 44833-1635 (614) 363-6054 11025
Ampler Burgers Ohio LLC 65 Ohio River Plaza GALLIPOLIS OH 45631-1895 (740) 446-3400 9771
TOMS KING (OHIO, II) LLC 4869 Turney Road GARFIELD HTS OH 44125-2125 (216) 341-4444 1555
Carrols LLC 649 East State Street GEORGETOWN OH 45121-9323 (937) 378-4316 12209
TOMS KING (Ohio) LLC 322 South State Street GIRARD OH 44420-2968 (330) 545-3127 6051
SNMJ South, Inc. 157 Jefferson Street GREENFIELD OH 45123-1364 (937) 981-3233 10863
TOMS KING (Ohio) LLC 423 Wagner Avenue GREENVILLE OH 45331-2536 (937) 547-0600 6623
3166 East, Inc. 3462 Broadway GROVE CITY OH 43123-1941 (614) 875-3119 1174
3166 West, Inc. 1746 South Erie Highway HAMILTON OH 45011-4118 (513) 844-6670 6136
Sajaks Investments South, Inc. 1454 Main Street HAMILTON OH 45013-1074 (513) 844-2554 6921
Ampler Burgers Ohio LLC 856 Hebron Road HEATH OH 43056-1356 (740) 522-2290 665
Ampler Burgers Ohio LLC 608 E. Main Street HEBRON OH 43025 (740) 822-0037 28183
Trident Restaurants LLC 3690 Main Street HILLIARD OH 43026 (614) 771-9343 6098
SNMJ South, Inc. 1255 North High Street HILLSBORO OH 45133-8273 (937) 393-5583 12096
Bennett Management Corp. 6630 Airport Highway HOLLAND OH 43528-8332 (419) 866-5429 5556
TOMS KING (Ohio) LLC 2437 North Main Street HUBBARD OH 44425-0000 (330) 534-7892 12402
TOMS KING (Ohio) LLC 7607 Old Troy Pike HUBER HEIGHTS OH 45424-2038 (937) 233-2320 5589

95
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Carrols LLC 720 East Main Street JACKSON OH 45640-2131 (740) 286-4029 7994
Bagby/Bagby 762 W Coshocton St JOHNSTOWN OH 43031-9581 (740) 966-5364 17144
Carrols LLC 1575 South Water Street KENT OH 44240-4441 (330) 673-6211 1017
Carrols LLC 1003 East Columbus Street KENTON OH 43326-1679 (419) 673-8738 8757
Carrols LLC 4085 Wilmington Pike KETTERING OH 45440 937-296-0724 26894
TA Operating LLC I-90 & SR 193, Exit 193 KINGSVILLE OH 44048-0000 (440) 808-3068 12118
Rackson Restaurants, LLC 11790 Madison Avenue LAKEWOOD OH 44107 (216) 228-3755 594
Ampler Burgers Ohio LLC 1728 North Memorial Drive LANCASTER OH 43130-1633 (740) 654-1552 661
Ampler Burgers Ohio LLC 1409 East Main LANCASTER OH 43130-4009 (740) 654-7391 5666
Ampler Burgers Ohio LLC 723 Main Street LEBANON OH 45036 (513) 932-6153 3031
Carrols LLC 7387 North Liberty Drive LIBERTY TOWNSHIP OH 45044-9182 (513) 779-5100 16831
Carrols LLC 4311 Hamilton Middletown Rd LIBERTY TOWNSHIP OH 45011 (513) 702-9661 26650
Carrols LLC 2635 Elida Road LIMA OH 45805-1207 (419) 331-7505 596
Carrols LLC 1860 Harding Hwy. LIMA OH 45804-3462 (419) 229-2377 1547
Carrols LLC 2490 Shawnee Road LIMA OH 45806-1408 (419) 228-4880 11139
Carrols LLC 2045 North West Street LIMA OH 45801-2001 (419) 225-5219 13928
Carrols LLC 1205 West Hunter Street LOGAN OH 43138-1011 (740) 380-1431 13161
Ampler Burgers Ohio LLC 234 Lafayette St LONDON OH 43140 (740) 956-1439 29124
Midwest R Corporation 2210 Fairless Drive LORAIN OH 44055-3533 (440) 277-6060 548
Midwest R Corporation 2224 Leavitt Road LORAIN OH 44052-4136 (440) 282-6066 680
Midwest R Corporation 1900 Cooper Foster Road LORAIN OH 44053-3607 (440) 282-4060 2218
Carrols LLC 10558 Loveland-Madeira Road LOVELAND OH 45140-8962 (513) 774-9955 11880
TOMS KING (Ohio) LLC 6634 N Ridge Rd MADISON OH 44057-2554 (440) 428-6001 3298
Carrols LLC 1291 Park Avenue West MANSFIELD OH 44906-2815 (419) 529-2355 611
Carrols LLC 1022 Ashland Road MANSFIELD OH 44905-2157 (419) 589-6533 2789
Carrols LLC 2242 South Main Street MANSFIELD OH 44907-2837 (419) 756-6999 6217
Carrols LLC 560 Lexington-Springmill Rd MANSFIELD OH 44906-3821 (419) 529-8233 6625
Delton Restaurants, Inc. 227 Pike St MARIETTA OH 45750-3320 (740) 374-4182 2802
Carrols LLC 1278 Mt. Vernon Avenue MARION OH 43302-5625 (740) 389-3766 3446
Carrols LLC 1245 Delaware Avenue MARION OH 43302-6419 (740) 389-6122 5436
Laslow/Laslow* 1044 Delaware Avenue MARYSVILLE OH 43040 (937) 644-4130 5030
Laslow/Laslow 1575 Cobblestone Way MARYSVILLE OH 43040 (937) 738-2383 22446
Carrols LLC 2639 Lincoln Way E. MASSILLON OH 44646-5054 (330) 832-6724 1411
Carrols LLC 12 Massillon Marketplace Dr SW MASSILLON OH 44646-2016 (330) 837-5513 13654
Bennett Management Corp. 713 Conant Street MAUMEE OH 43537-2819 (419) 893-3277 5762
Rackson Restaurants, LLC 6251 Mayfield Road MAYFIELD HEIGHTS OH 44124 (440) 461-4545 652
Carrols LLC 971 North Court Street MEDINA OH 44256-1544 (330) 722-1646 4554
TOMS KING (Ohio) LLC 5725 Heisley Road MENTOR OH 44060-1829 (440) 352-8890 10814
TOMS KING (Ohio) LLC 1244 East Central Avenue MIAMISBURG OH 45342-3573 (937) 866-8089 6074
TOMS KING (Ohio) LLC 15401 West High Street MIDDLEFIELD OH 44062 (440) 632-0345 23664
3166 West, Inc. 507 South Breiel Boulevard MIDDLETOWN OH 45044-5111 (513) 422-1403 4064
Rooks/Rooks 882 State Route 28 MILFORD OH 45150-1952 (513) 831-3392 2090
Carrols LLC 1275 Hamilton Lebanon Road MONROE OH 45050-1705 (513) 539-8663 11164
Carrols LLC 9 Martinsburg Road MOUNT VERNON OH 43050-4106 (740) 392-2857 5537
Carrols LLC 2296 Scott Road NAPOLEON OH 43545-1064 (419) 599-1700 14138
Carrols LLC 15971 US RT 33 NELSONVILLE OH 45764-0000 (740) 753-4374 12089
Ampler Burgers Ohio LLC 5175 New Albany Road NEW ALBANY OH 43054-9044 (614) 855-9950 14224
Carrols LLC 1456 - 4th Street, N. W. NEW PHILADELPHI OH 44663-1216 (330) 364-1810 676
Carrols LLC 110 Blue Bell Drive Nw NEW PHILADELPHI OH 44663-9676 (330) 339-6664 5239
Ampler Burgers Ohio LLC 1255 North 21st Street NEWARK OH 43055-3012 (740) 366-0858 4307
TOMS KING (Ohio) LLC 5343 Youngstown-Warren Rd. Se NILES OH 44446-4908 (330) 652-0700 392
Carrols LLC 4371 Portage Road, Nw NORTH CANTON OH 44720-7348 (330) 499-3864 2392

96
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Carrols LLC 1475 North Main Street NORTH CANTON OH 44720-1639 (330) 498-0403 11818
TOMS KING (Ohio) LLC 12700 Leonard Parkway NORTH JACKSON OH 44451 (330) 992-3039 23534
Rackson Restaurants, LLC 26270 Lorain Road NORTH OLMSTED OH 44070 (440) 777-3300 368
TOMS KING (Ohio) LLC 32533 Lorain Rd NORTH RIDGEVILLE OH 44039 (440) 328-4614 24579
TOMS KING (Ohio) LLC 5702 Royalton Road NORTH ROYALTON OH 44133-5137 (440) 237-1917 4232
Bennett Management Corp. 3812 Woodville Road NORTHWOOD OH 43619-1844 (419) 691-8031 7195
Midwest R Corporation 340 Milan Avenue NORWALK OH 44857-2609 (419) 668-0058 2662
Melmont II Enterprises, Ltd. 283 Benedict Avenue NORWALK OH 44857-2347 (419) 668-0079 14450
Bennett Management Corp. 2966 Navarre Avenue OREGON OH 43616-3306 (419) 691-5648 3359
Carrols LLC 5093 College Corner Pike OXFORD OH 45056 (513) 523-6832 25824
TOMS KING (Ohio) LLC 175 E. Erie Street PAINESVILLE OH 44077-3909 (440) 352-1478 4287
Rackson Restaurants, LLC 5760 Ridge Road PARMA OH 44129 (440) 842-4587 1042
TOMS KING (OHIO, II) LLC 6671 Pearl Road PARMA HEIGHTS OH 44130-3822 (440) 868-1213 313
Bennett Management Corp. 10796 Fremont Pike Road PERRYSBURG OH 43551-3378 (419) 874-5111 5384
Marrah Investments, LLC 1408 Covington Avenue PIQUA OH 45356-2829 (937) 773-7835 5473
TOMS KING (Ohio) LLC 3350 Center Road POLAND OH 44514-2203 (330) 707-0485 11260
Ampler Burgers Ohio LLC 2221 Gallia Street PORTSMOUTH OH 45662-4760 (740) 353-6999 4749
TOMS KING (Ohio) LLC 983 East Main Street RAVENNA OH 44266-3325 (330) 296-4958 5186
Ampler Burgers Ohio LLC 8105 E. Broad Street REYNOLDSBURG OH 43068-9732 (614) 863-1851 16585
Ampler Burgers Ohio LLC 1885 Baltimore Reynoldsburg Rd REYNOLDSBURG OH 43068 614-986-7683 28299
PEC Management II, LLP 200 North Main Street RITTMAN OH 44270-1141 (330) 927-4102 10749
Go-Mart, Inc 10730 Jackson St ROCKBRIDGE OH 43149 (740) 385-8286 24646
Rackson Restaurants, LLC 20333 Center Ridge Road ROCKY RIVER OH 44116 (440) 331-9279 1051
3166 East, Inc. 23777 Us Route 23 S CIRCLEVILLE OH 43113-0000 (740) 477-1467 5449
Carrols LLC 101 Plaza Dr SAINT CLAIRSVILLE OH 43950-9773 (740) 695-6543 9055
TOMS KING (Ohio) LLC 1761 East State Street SALEM OH 44460-3303 (330) 332-9660 9511
Sandusky R Corporation 706 West Perkins Avenue SANDUSKY OH 44870-4745 (419) 626-5715 585
TA Operating LLC 8834 Lake Road SEVILLE OH 44273-9001 (330) 769-2053 13754
Carrols LLC 12080 Lebanon Rd, SHARONVILLE OH 45241 513-554-1281 26703
Lephart/Scordia/Scordia 2115 West Michigan Street SIDNEY OH 45365 (937) 492-9776 2706
Carrols LLC 34275 Aurora Road SOLON OH 44139-3820 (440) 248-4181 1025
Carrols LLC 14101 Cedar Road SOUTH EUCLID OH 44121-3203 (216) 321-6400 1580
Ampler Burgers Ohio LLC 150 S. Maysville Ave SOUTH ZANESVILLE OH 43701-6156 (740) 452-0302 6525
NASM South, Inc. 605 West Central SPRINGBORO OH 45066-1111 (937) 746-9222 7867
Ampler Burgers Ohio LLC 1340 E. Kemper Road SPRINGDALE OH 45246 (513) 671-0761 3493
Scordia/Scordia 407 West Mccreight Avenue SPRINGFIELD OH 45504 (937) 322-8887 6897
Scordia/Scordia 2141 East Main Street SPRINGFIELD OH 45503 (937) 325-7935 7010
Limestone Avenue Restaurant Services, LLC 2209 S Limestone St SPRINGFIELD OH 45505 (937) 717-6413 20766
Carrols LLC 50660 Valley Centre Blvd. ST. CLAIRSVILLE OH 43950 (740) 699-0115 10189
Carrols LLC 3056 Graham Road STOW OH 44224-3655 (330) 677-1250 5811
Carrols LLC 1560 Norton Road STOW OH 44224-1410 (330) 655-2988 14183
Carrols LLC 9535 State Route 14 STREETSBORO OH 44241-5227 (330) 422-0275 14523
Carrols LLC 8300 Pearl Rd STRONGSVILLE OH 44136 (440) 384-2162 28513
Carrols LLC 7768 U. S. Route 36 SUNBURY OH 43074-0000 (740) 965-4148 10408
Bennett Management Corp. 5871 Monroe Street SYLVANIA OH 43560 (419) 517-8110 22996
Carrols LLC 610 South Avenue TALLMADGE OH 44278-2828 (330) 633-2566 9803
Carrols LLC 683 West Market Street TIFFIN OH 44883-0000 (419) 448-8915 2189
Bennett Management Corp. 1940 South Byrne Road TOLEDO OH 43614-3613 (419) 382-0069 377
Bennett Management Corp. 4870 Monroe Street TOLEDO OH 43623-4346 (419) 475-8504 565
Bennett Management Corp. 1441 Secor Road TOLEDO OH 43607-1122 (419) 535-1638 580
Bennett Management Corp. 802 Front Street TOLEDO OH 43605-2109 (419) 691-8962 1277
Bennett Management Corp. 33 South Reynolds Road TOLEDO OH 43615-5925 (419) 536-6777 2348

97
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Bennett Management Corp. 1110 West Alexis Road TOLEDO OH 43612-4204 (419) 476-6542 3336
Bennett Management Corp. 1856 West Laskey Road TOLEDO OH 43613-3526 (419) 472-2808 3960
Bennett Management Corp. 4010 Monroe Street TOLEDO OH 43606-2142 (419) 471-0988 4319
Bennett Management Corp. 902 Phillips Avenue TOLEDO OH 43612-1337 (419) 476-5151 4354
Bennett Management Corp. 910 Western Avenue TOLEDO OH 43609-2337 (419) 255-1137 5740
Bennett Management Corp. 1535 East Alexis Road TOLEDO OH 43612-3908 (419) 727-0055 6884
Bennett Management Corp. 7447 West Central Avenue TOLEDO OH 43617-1122 (419) 841-8616 11305
TOMS KING (Ohio) LLC 5341 Salem Avenue TROTWOOD OH 45426-1625 (937) 837-3093 7562
Lephart/Scordia/Scordia 1829 West Main Street TROY OH 45373 (937) 339-6263 6610
TOMS KING (Ohio) LLC 2532 Aurora Road TWINSBURG OH 44087-2148 (330) 487-5659 6504
Carrols LLC 1583 East Wyandote Road UPPER SANDUSKY OH 43351-9648 (419) 209-0120 9900
Laslow/Laslow 166 South Jefferson URBANA OH 43078 (937) 653-6900 7931
TOMS KING (Ohio) LLC 7903 Granger Road VALLEY VIEW OH 44125-4826 (216) 573-1137 7322
Carrols LLC 1101 South Shannon VAN WERT OH 45891-2434 (419) 238-3675 5640
TOMS KING (Ohio) LLC 352 East National Road (S40) VANDALIA OH 45377-2306 (937) 264-0064 11556
Melmont II Enterprises, Ltd. 994 High Street WADSWORTH OH 44281-9418 (330) 334-5510 9161
Carrols LLC 1350 Bellfontaine Street WAPAKONETA OH 45895-9776 (419) 738-9866 4440
TOMS KING (Ohio) LLC 161 Main Ave SW WARREN OH 44481-1009 (330) 399-2545 1096
TOMS KING (Ohio) LLC 4359 Mahoning Avenue NW WARREN OH 44483-1930 (330) 847-8696 5360
TOMS KING (Ohio) LLC 8100 E. Market Street WARREN OH 44484-2257 (330) 856-3223 6611
TOMS KING (Ohio) LLC 3410 Elm Road NE WARREN OH 44483-2646 (330) 372-2112 8597
NASM North, Inc. 1666 Columbus Ave WASHINGTON COURT HOUSE OH 43160-1704 (740) 636-0506 7534
Carrols LLC 475 East Airport Highway WAUSEON OH 43567-9791 (419) 335-5000 9240
Ampler Burgers Ohio LLC 598 Emmitt WAVERLY OH 45690-1205 (740) 947-7420 5769
Melmont II Enterprises, Ltd. 823 North Main Street WELLINGTON OH 44090-1057 (440) 647-9977 13986
Ampler Burgers Ohio LLC 7782 Dudley Drive WEST CHESTER OH 45069 (513) 777-8323 6239
Carrols LLC 6031 Muhlhauser Road WEST CHESTER OH 45069-0000 (513) 942-7845 13041
HMSHost Family Restaurants, LLC 21747 County Road M-50 Plaza 1 Sout WEST UNITY OH 43570-1801 (419) 924-5386 18122
HMSHost Family Restaurants, LLC 21738 County Road M-50 Plaza 1 Nort WEST UNITY OH 43570-1801 (419) 924-2393 18123
Ampler Burgers Ohio LLC 99 W. Schrock Road WESTERVILLE OH 43081-2861 (614) 899-9191 4754
Bagby/Bagby 70 Polaris Parkway WESTERVILLE OH 43082-8007 (614) 898-7297 12888
Ampler Burgers Ohio LLC 8961 Ohio River Road WHEELERSBURG OH 45694-1923 (740) 574-6017 6018
Ampler Burgers Ohio LLC 4479 East Main Street WHITEHALL OH 43213-3038 (614) 456-7524 358
Robinwood Restaurant Services, LLC 3923 East Broad Street WHITEHALL OH 43213 (614) 369-1550 22489
Super 4 Corp. 1148 South Conwell Street WILLARD OH 44890-9422 (419) 933-2838 12811
Carrols LLC 5021 S. O. M. Center Road WILLOUGHBY OH 44094-4201 (440) 953-0390 3086
TOMS KING (Ohio) LLC 4150 State Route 306 WILLOUGHBY OH 44094-9203 (440) 951-9910 7600
Carrols LLC 31305 Vine Street WILLOWICK OH 44095-3557 (440) 944-0610 402
Sajaks Investments North, Inc. 1607 Rombach Avenue WILMINGTON OH 45177-1979 (937) 382-8495 6644
PEC Management III LLC 876 Main Street WINTERSVILLE OH 43953-3870 (740) 264-6816 2140
Carrols LLC 1907 Cleveland Road WOOSTER OH 44691-2256 (330) 264-7200 1550
Carrols LLC 4012 Burbank Road WOOSTER OH 44691-8522 (330) 345-3533 10340
Army Air Force Exchange Services KITTYHAWK Area, WRIGHT PATTERSN OH 45433 (937) 879-4317 10794
Army Air Force Exchange Services 2330 Eighth St Bldg 159 Area B WRIGHT PATTERSN OH 45433-0000 (937) 253-8865 19888
Carrols LLC 60 South Orange Street XENIA OH 45385-3602 (937) 376-4433 2770
TOMS KING (Ohio) LLC 685 Mccartney Road YOUNGSTOWN OH 44505-5016 (330) 743-4304 5535
TOMS KING (Ohio) LLC 3525 Mahoning Avenue YOUNGSTOWN OH 44509-2621 (330) 792-5134 6052
TOMS KING (Ohio) LLC 15 West Midlothian Boulevard YOUNGSTOWN OH 44507-2023 (330) 788-9530 12725
Ampler Burgers Ohio LLC 2565 Maple Avenue North ZANESVILLE OH 43701-1883 (740) 452-6153 675
Calres, Inc. 609 N. Mississippi ADA OK 74820-5260 (1580) 436-1138 2865
FR Enterprises, LLC 2516 East Broadway ALTUS OK 73521-5818 (580) 477-0048 9336
Calres, Inc. 2605 W. Broadway ARDMORE OK 73401-2530 (580) 223-1661 4619

98
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Calres, Inc. 1210 12th ST NW ARDMORE OK 73401 (1580) 223-1154 26972
Switchgrass-I, LLC 3801 S. E. Adams Road BARTLESVILLE OK 74006-8406 (918) 335-1380 3115
Switchgrass-I, LLC 1600 N. Elm Place BROKEN ARROW OK 74012-1703 (918) 258-4470 3003
Switchgrass-I, LLC 4301 Hollis Roberts Road CALERA OK 74730-0000 (580) 920-0094 9941
Switchgrass-III, LLC 2212 South 4th Street CHICKASHA, OK 73018 (405) 320-5111 27959
Switchgrass-II, LLC 1090 South Lynn Riggs CLAREMORE OK 74017-8303 (918) 342-1533 12130
Switchgrass - VI - LLC 4400 S. E. 29th Street DEL CITY OK 73115-3314 (405) 672-4411 2520
Switchgrass-IV, LLC 1501 North Highway 81 DUNCAN OK 73533-1407 (580) 255-9593 3391
Switchgrass-III, LLC 3100 South Broadway EDMOND OK 73013-4056 (405) 341-7398 3372
Switchgrass-III, LLC 2309 N Kelly Ave EDMOND OK 73003 (405) 906-3132 27568
Switchgrass-III, LLC 1600 E 2nd Street EDMOND OK 73034 (405) 906-2895 27715
Switchgrass - VI - LLC* 2500 South Country Club Road EL RENO OK 73036-5815 (405) 262-0601 16645
Switchgrass-III, LLC 2100 E 7th St. ELK CITY OK 73644 (580) 303-4713 29064
Switchgrass - VI - LLC 1801 North Van Buren ENID OK 73703-2518 (580) 233-5152 10805
Army Air Force Exchange Services 2995 Currie Rd FORT SILL OK 73503-4419 (580) 248-1047 18181
Switchgrass-IV, LLC 33 W 141st St GLENPOOL OK 74033-3572 (918) 995-2718 18803
Switchgrass - VI - LLC 121 Cimarron Blvd GUTHRIE OK 73044 (405) 877-3105 29030
Switchgrass-I, LLC 908 E. Trudgeon Street HENRYETTA OK 74437 (918) 319-5006 27554
Switchgrass-IV, LLC 2635 West Cache Road LAWTON OK 73505-5235 (580) 355-3264 1389
Switchgrass-IV, LLC 1102 S. W Lee Boulevard LAWTON OK 73501-5606 (580) 357-9895 3867
Switchgrass-IV, LLC 24057 State Hwy 49 LAWTON OK 73507-8149 (580) 529-2271 10634
Switchgrass-IV, LLC 206 SW Sheridan Road LAWTON OK 73505-0000 (580) 248-3480 15892
Switchgrass - VI - LLC 300 S. Midwest Blvd. MIDWEST CITY OK 73110-4642 (405) 732-1662 6371
Callahan/Callahan 1301 N. Eastern Ave MOORE OK OK 73160 (405) 799-6415 9835
Neubauer 143 West Shawnee MUSKOGEE OK 74401-4148 (918) 683-0722 5680
Callahan/Callahan 191 North East Twelfth Street NORMAN OK 73071-5236 (405) 366-7490 11252
Switchgrass-I, LLC 1544 W State Highway 9 NORMAN OK 73072-9794 (405) 307-0061 15675
Switchgrass - VI - LLC 6700 South Interstate 35 OKLAHOMA CITY OK 73149-2526 (1405) 636-1658 976
Switchgrass-III, LLC 7409 South May Avenue OKLAHOMA CITY OK 73159-3607 (405) 682-4608 2604
Switchgrass-III, LLC 2929 S. W. 29th Street OKLAHOMA CITY OK 73119-1711 (405) 685-6523 3375
Switchgrass-III, LLC 9401 North Council Road OKLAHOMA CITY OK 73162-6207 (405) 722-4595 4165
Switchgrass-III, LLC 7400 S. Western Ave. OKLAHOMA CITY OK 73139-2010 (405) 631-7153 6286
Switchgrass - VI - LLC 721 South Meridian OKLAHOMA CITY OK 73108-1601 (405) 949-0505 9479
Switchgrass - VI - LLC 4525 N. W. 23 Street OKLAHOMA CITY OK 73127-2101 (405) 951-5950 9532
Callahan/Callahan 11818 South Western Avenue OKLAHOMA CITY OK 73170-5832 (405) 691-7450 10467
Switchgrass - VI - LLC 135 NE 23rd Street OKLAHOMA CITY OK 73105-3003 (405) 521-1667 17131
Switchgrass-I, LLC 2800 North Wood OKMULGEE OK 74447-7916 (918) 756-6371 10784
Switchgrass - VI - LLC 1601 W Airline Rd PAULS VALLEY OK 73075-9627 (405) 238-3135 18086
Switchgrass - VI - LLC 2908 North 14th Street PONCA CITY OK 74601-1741 (580) 762-5564 5117
Neubauer 3110 North Broadway POTEAU OK 74953-5410 (918) 647-5222 9327
Switchgrass-IV, LLC 437 S Mill St PRYOR OK 74361-6013 (918) 825-6300 18566
Switchgrass - VI - LLC 4840 North Kickapoo SHAWNEE OK 74804-1314 (405) 275-9929 16075
Switchgrass-I, LLC 107 North Perkins Road STILLWATER OK 74075-5507 (405) 624-5420 9792
K3J Restaurants, LLC 2407 South Muskogee TAHLEQUAH OK 74464 (918) 453-9377 10404
Army Air Force Exchange Services 7150 Arnold St TINKER AFB OK 73145-9023 (405) 732-1652 13119
Switchgrass-II, LLC 3242 East 11th Street TULSA OK 74104-4150 (918) 592-2414 2211
Switchgrass-I, LLC 7939 East 41 Street, South TULSA OK 74145-3214 (918) 627-0535 2439
Switchgrass-II, LLC 15 South Memorial TULSA OK 74112-2214 (918) 835-7583 4388
Switchgrass-II, LLC 11316 East 21st Street TULSA OK 74129-1812 (918) 438-1831 4788
Switchgrass-II, LLC 1306 East 71st Street TULSA OK 74136-5034 (918) 493-2345 5799
Switchgrass-I, LLC 16504 East Admiral Place TULSA OK 74116-3911 (918) 439-3232 11355
Switchgrass-II, LLC 10728 East 81st Street South TULSA OK 74133-4552 (918) 250-8558 13838

99
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Switchgrass-II, LLC 11020 South Memorial Drive TULSA OK 74133-7312 (918) 369-8027 14366
Switchgrass-V, LLC 4187 E 66th St N TULSA OK 74117 (918) 430-0722 24142
Switchgrass-V, LLC 324 s main street TULSA OK 74103 (918) 779-7838 24932
Switchgrass-V, LLC 1563 N Peoria Avenue TULSA OK 74106 (539)867-2756 26926
Switchgrass-V, LLC 501 S Dewey Ave WAGONER OK 74467-5933 (918) 485-9932 20724
Switchgrass-III, LLC 206 N. Washington Avenue WEATHORFORD OK 73096 (580) 302-8006 28034
Switchgrass - VI - LLC 214 S Highway 100 WEBBERS FALLS OK 74470-5500 (918) 464-2665 19207
Switchgrass - VI - LLC 300 South Mustang Road YUKON OK 73099-6703 (405) 577-2334 12916
Ambrosia QSR Oregon, LLC 3060 Pacific Boulevard Se ALBANY OR 97321-4552 (541) 926-6810 5198
Ambrosia QSR Oregon, LLC 1435 Geary Street S. E. ALBANY OR 97322-7018 (541) 917-1077 9738
Ambrosia QSR Oregon, LLC 18975 S. W. Tualatin Valley Hwy ALOHA OR 97006-2832 (503) 649-2398 3933
Ambrosia QSR Burger, LLC 350 Marine Drive ASTORIA OR 97103-4328 (503) 325-4775 6047
Ambrosia QSR Oregon, LLC 11410 SW Canyon Rd BEAVERTON OR 97005-2232 (503) 626-6947 4159
Ambrosia QSR Oregon, LLC 15945 NW CORNELL RD BEAVERTON OR 97006-4871 (503) 690-8383 6654
Ambrosia QSR Oregon, LLC 2085 N. W. Town Center Drive BEAVERTON OR 97006-8938 (503) 718-7357 11333
Ambrosia QSR Oregon, LLC 3260 SW Cedar Hills Blvd BEAVERTON OR 97005 (503) 372-5207 23938
Northwest Restaurant Ventures, LLC 3475 North Highway 97 BEND OR 97701-7519 (541) 382-6887 9260
QSR West Development Two, Inc. 835 Chetco Avenue BROOKINGS OR 97415 (541) 412-9338 26143
Steve DeClerck BK, Inc. 180 Gazley Bridge Road CANYONVILLE OR 97417-0000 (541) 839-6678 9007
Steve DeClerck BK, Inc. 101 South Penninger Road CENTRAL POINT OR 97502-3083 (541) 664-0421 10578
Ambrosia QSR Oregon, LLC 9400 SE 82nd Avenue CLACKAMAS OR 97086-3724 (503) 772-3033 12114
Ambrosia QSR Oregon, LLC 2021 Newmark Avenue COOS BAY OR 97420-4728 (541) 888-2009 7704
Ambrosia QSR Oregon, LLC 881 South 1st. Street COOS BAY OR 97420-1527 (541) 269-1353 11066
Are You Hungry Inc. 2246 Baseline Street CORNELIUS OR 97113-8616 (503) 359-5951 14298
Ambrosia QSR Oregon, LLC 5000 SW Philomath Boulevard CORVALLIS OR 97333-1044 (541) 257-2906 13938
Ambrosia QSR Oregon, LLC 1275 N. Gateway Blvd. COTTAGE GROVE OR 97424-1273 (541) 942-8153 6802
Ambrosia QSR Oregon, LLC 434 East Ellendale Avenue DALLAS OR 97338-3002 (503) 831-3063 12397
Ambrosia QSR Oregon, LLC 15 Division EUGENE OR 97404-2487 (541) 688-9369 4406
Ambrosia QSR Burger, LLC* 3715 W 11th Ave EUGENE OR 97401 (541) 636-3157 28802
Ambrosia QSR Burger, LLC 3500 Hwy 101 FLORENCE OR 97439 (360) 839-6404 28804
Steve DeClerck BK, Inc. 501 Rogue River Highway GRANTS PASS OR 97527-5279 (541) 471-6157 6925
Steve DeClerck BK, Inc. 1835 NE 7th Street GRANTS PASS OR 97526-3403 (541) 476-0661 12732
Ambrosia QSR Oregon, LLC 2335 S. E. Burnside Road GRESHAM OR 97080-8055 (503) 667-1801 1886
Ambrosia QSR Oregon, LLC 990 NW Eastman GRESHAM OR 97030-5533 (503) 661-4421 6585
GBDB of Utah, LC 1730 North 1st. Street HERMISTON OR 97838-1109 (541) 564-1967 9245
Are You Hungry Inc. 2011 Northeast Cornell Road HILLSBORO OR 97124-2745 (503) 648-0887 3954
Ambrosia QSR Oregon, LLC 7398 Northeast Butler Street HILLSBORO OR 97124-9434 (503) 716-8694 16260
Ambrosia QSR Oregon, LLC 3615 North River Road KEIZER OR 97303-5629 (503) 393-3750 2084
Ambrosia QSR Oregon, LLC 2655 Jorie Lane Northeast KEIZER OR 97303-4132 (503) 856-9091 16581
Zakour 2710 South 6th Street KLAMATH FALLS OR 97603-4604 (541) 884-0245 3645
Zakour 2561 Campus Drive KLAMATH FALLS OR 97601-1102 (541) 885-3166 9448
Zakour 5441 South 6th Street KLAMATH FALLS OR 97603-5101 (541) 850-2820 10850
Ambrosia QSR Oregon, LLC 2095 Santiam Highway LEBANON OR 97355-3043 (541) 451-8008 13058
Ambrosia QSR Oregon, LLC 710 Se Highway 101 LINCOLN CITY OR 97367-2715 (541) 996-4500 7602
Northwest Restaurant Ventures, LLC 1585 South Highway 97 MADRAS OR 97741-9267 (541) 475-6337 12053
Are You Hungry Inc. 2250 N. Hwy 99 West MC MINNVILLE OR 97128-0000 (503) 472-1696 4890
Steve DeClerck BK, Inc. 1055 South Riverside MEDFORD OR 97501-7843 (541) 779-7638 5164
Steve DeClerck BK, Inc. 3120 Crater Lake Highway MEDFORD OR 97504-9115 (541) 779-9749 13610
Ambrosia QSR Oregon, LLC 15225 S. E. Mcloughlin Street MILWAUKIE OR 97267-2834 (503) 659-4121 1595
Are You Hungry Inc. 2900 Portland Road NEWBERG OR 97132-1948 (503) 538-2371 6029
Ambrosia QSR Oregon, LLC 1435 North Coast Highway NEWPORT OR 97365-2442 (541) 574-0084 12245
GBDB of Utah, LC 1624 East Idaho ONTARIO OR 97914-3008 (541) 889-4545 7138

100
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Ambrosia QSR Oregon, LLC 1616 Beaver Creek Road OREGON CITY OR 97045-4118 (503) 974-9148 3188
GBDB of Utah, LC 601 Southgate PENDLETON OR 97801-3900 (541) 276-8156 6344
Ambrosia QSR Oregon, LLC 10010 S. E. Stark Street PORTLAND OR 97216-2412 (503) 252-5153 1424
Ambrosia QSR Oregon, LLC 632 N. E. Weidler Avenue PORTLAND OR 97232-1221 (503) 287-3083 1525
Ambrosia QSR Oregon, LLC 3830 S. E. 82nd Street PORTLAND OR 97266-2947 (503) 946-8779 1740
Ambrosia QSR Oregon, LLC 9816 North Whitaker Road PORTLAND OR 97217-7740 (503) 283-2440 3347
Ambrosia QSR Oregon, LLC 11590 SE 82nd Ave PORTLAND OR 97086-7627 (503) 653-8665 3521
Ambrosia QSR Oregon, LLC 12225 North Jantzen Avenue PORTLAND OR 97217-8136 (503) 285-5883 4670
Ambrosia QSR Oregon, LLC 5038 S. E. Powell Blvd. PORTLAND OR 97206-3051 (503) 771-1873 4831
Ambrosia QSR Oregon, LLC 12044 Se Division Street PORTLAND OR 97266-1039 (503) 761-1877 5344
Ambrosia QSR Oregon, LLC 2301 N. E. 181 Street PORTLAND OR 97230-6906 (503) 666-1238 7759
Ambrosia QSR Oregon, LLC 12005 N. E. Airport Way PORTLAND OR 97220-1081 (503) 254-4677 8647
Ambrosia QSR Oregon, LLC 17218 S.E. Powell Blvd. PORTLAND OR 97236-1630 (503) 661-3083 16367
Northwest Restaurant Ventures, LLC 1512 Sw Odem Medo Rd. REDMOND OR 97756-9573 (541) 548-0328 5868
Ambrosia QSR Oregon, LLC 930 NW garden valley blvd ROSEBURG OR 97470-5690 (541) 672-8224 3095
Ambrosia QSR Oregon, LLC 802 Lancaster Drive Ne SALEM OR 97301-2968 (503) 585-9797 1643
Ambrosia QSR Oregon, LLC 3530 Commercial Street, S. E. SALEM OR 97302-3830 (503) 362-9680 3178
Ambrosia QSR Oregon, LLC 1120 Wallace Road, N. W. SALEM OR 97304-3116 (503) 585-1952 6946
Ambrosia QSR Oregon, LLC 1280 Lancaster Drive S. E. SALEM OR 97317-5800 (503) 364-2190 7302
Ambrosia QSR Oregon, LLC 2859 Lancaster Drive, N. E. SALEM OR 97305-1345 (503) 585-5509 8658
Ambrosia QSR Oregon, LLC 5145 Commercial Street SALEM OR 97306-1019 (503) 385-8786 10879
Ambrosia QSR Oregon, LLC 16615 362nd Ave SANDY OR 97055-9272 (503) 668-7932 15999
Are You Hungry Inc. 51551 Columbia River Hwy. SCAPPOOSE OR 97056-4407 (503) 543-3882 15569
Ambrosia QSR Oregon, LLC 1611 North 18th Street SPRINGFIELD OR 97477-3428 (541) 726-8911 1652
Ambrosia QSR Oregon, LLC 5851 Main Street SPRINGFIELD OR 97478-6961 (541) 746-2044 9243
Ambrosia QSR Oregon, LLC 2790 Gateway Street SPRINGFIELD OR 97477 (458) 201-8613 24063
Ambrosia QSR Oregon, LLC 121 Ponderosa Drive SUTHERLIN OR 97479-9812 (541) 459-7484 11648
Heller 1416 West 6th Street THE DALLES OR 97058-3520 (541) 298-6868 7450
Ambrosia QSR Oregon, LLC 11539 S. W. Pacific Highway TIGARD OR 97223-8669 (503) 245-6807 2351
Ambrosia QSR Oregon, LLC 17971 SW Mc Ewan Road TIGARD OR 97224-7206 (503) 620-0287 4221
Ambrosia QSR Oregon, LLC 10105 Sw Nimbus Road TIGARD OR 97223-4305 (503) 639-4853 5282
Ambrosia QSR Oregon, LLC 2220 North Main TILLAMOOK OR 97141-7724 (503) 842-5603 16043
Northwest Restaurant Ventures, LLC 25135 SE Stark Street TROUTDALE OR 97060-3386 (503) 669-0295 15005
Steve DeClerck BK, Inc. 7251 Highway 62 WHITE CITY OR 97503-1660 (541) 826-1900 7691
Ambrosia QSR Oregon, LLC 9165 S. W. Wilsonville Road WILSONVILLE OR 97070-8591 (503) 682-2055 4980
Ambrosia QSR Oregon, LLC 8699 SW Robert Burns Drive WILSONVILLE OR 97070-5802 (503) 682-2942 15568
Ambrosia QSR Oregon, LLC 2555 N.E. 238th Dr. WOOD VILLAGE OR 97060-1035 (503) 665-0862 16042
Ambrosia QSR Oregon, LLC 1445 North Pacific Highway WOODBURN OR 97071-3619 (503) 982-8470 4047
Ambrosia QSR Oregon, LLC 855 Lawson Street WOODBURN OR 97071-2908 (503) 981-0034 8410
TOMS KING (Penn.) LLC 2624 North Brodhead Rd ALIQUIPPA PA 15001 (724) 252-2357 23922
GPS Hospitality Partners II, LLC 1958 S 4th St ALLENTOWN PA 18103 (610) 426-1095 482
GPS Hospitality Partners II, LLC 1738 W Tilghman St ALLENTOWN PA 18104 (610) 251-3804 24476
Carrols LLC 300 West Plank Road ALTOONA PA 16602-3016 (814) 942-2124 1802
Carrols LLC 216 E Pleasant Valley Blvd ALTOONA PA 16602-0000 (814) 942-8347 6423
PEC Management II, LLP 920 Ohio River Blvd. AVALON PA 15202-2833 (412) 761-9505 17292
Raceway Restaurants, Inc. 3163 Woodward Ave AVIS PA 17721 (570) 873-3411 25158
GPS Hospitality Partners II, LLC 560 Hepburn Rd AVONDALE PA 19311 610-251-3806 26281
Spirk/Spirk 1690 Beaver Road BADEN PA 15005 (724) 869-1174 2645
PEC Management II, LLP 720 Shenango Road BEAVER FALLS PA 15010-1212 (724) 846-2111 2525
Timoney 8752 Lincoln Highway BEDFORD PA 15522-9720 (1814) 623-2559 3142
Bishop 763 Rostraver Road BELLE VERNON PA 15012 (724) 929-2248 2858
Bishop 4309 St.Route 51 North BELLE VERNON PA 15012 (724) 930-9648 12859

101
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Welsh/Welsh* 901 East Bishop Street BELLEFONTE PA 16823-2320 (814) 355-4265 2924
AB III LLC 1721 Street Road BENSALEM PA 19020-0000 (215) 639-6086 9425
PEC Management II, LLP 150 Wilson Road BENTLEYVILLE PA 15314-1028 (724) 239-5211 11127
Carrols LLC 1208 W. Front Street BERWICK PA 18603-4402 (570) 759-2813 1744
TOMS KING (Penn.) LLC 5240 Library Road BETHEL PARK PA 15102-2715 (412) 851-4213 12789
GPS Hospitality Partners II, LLC 2141 Stefko Blvd BETHLEHEM PA 18017 610-426-1096 336
GPS Hospitality Partners II, LLC 2165 W Union Blvd BETHLEHEM PA 18018 610-426-1099 427
GPS Hospitality Partners II, LLC 3924 Linden St BETHLEHEM PA 18020 (610) 426-1098 6528
GPS Hospitality Partners II, LLC 3105 Schoenersville Rd BETHLEHEM PA 18017 (610) 426-1097 8126
Carrols LLC 735 Route 22 Hwy West BLAIRSVILLE PA 15717 (724) 459-6121 25001
Raceway Restaurants, Inc. 100 Commercial Blvd., BLAKESLEE PA 18610 (570) 643-1002 24625
Carrols LLC 1045 Columbia Blvd BLOOMSBURG PA 17815-8845 (570) 387-0733 1788
Carrols LLC 191 Columbia Mall Drive BLOOMSBURG PA 17815-8357 (570) 387-6260 8697
AB III LLC 1760 Swede Road BLUE BELL PA 19422-3522 (610) 277-1514 363
HMSHost Family Restaurants, LLC Bowmansville Service Plaza; PA Turn BOWMANSVILLE PA 17507-0000 (717) 400-7266 17999
Carrols LLC 1008 East Main Street BRADFORD PA 16701-3280 (814) 362-4768 1899
GPS Hospitality Partners II, LLC 7712 Adrienne Dr BREINIGSVILLE PA 18031 610-426-1091 5358
AB III LLC 1175 Beaver Street BRISTOL PA 19007-0000 (215) 781-9370 6561
Barto 1709 Route 209 BRODHEADSVILLE PA 18322-7809 (1570) 992-6740 6120
Rackson Restaurants, LLC 4701 Edgmont Ave BROOKHAVEN PA 19015-1131 (610) 876-1726 3903
Gathagan/Gathagan 212 Allegheny Blvd. BROOKVILLE PA 15825 (814) 849-5300 3024
Welsh/Welsh 102 North Logan Boulevard BURNHAM PA 17009-1810 (717) 242-4401 10832
PEC Management II, LLP 142 Pittsburgh Road BUTLER PA 16001-3226 (724) 285-2111 8429
PEC Management II, LLP 210 New Castle Road BUTLER PA 16001 (724) 256-5105 24571
Carrols LLC 3555 Old Gettysburg Road CAMP HILL PA 17011-6802 (717) 761-3154 2732
Davis Restaurant Group, L.P. Route #6 CARBONDALE PA 18407 (570) 282-1927 6165
Giangrande/Giangrande 950 East High Street CARLISLE PA 17013-0000 (717) 218-0800 2080
Royal Food Group, LLC 370 Allen Road CARLISLE PA 17013 (717) 240-0786 21360
PEC Management III LLC 3220 Library Rd. CASTLE SHANNON PA 15234 (412) 881-7636 4350
GPS Hospitality Partners II, LLC 1066 Lincoln Way E CHAMBERSBURG PA 17201 717-894-1231 1086
GPS Hospitality Partners II, LLC 2194 Lincoln Way W CHAMBERSBURG PA 17202 (717) 894-1232 10354
GPS Hospitality Partners II, LLC 1950 Lincoln Way E CHAMBERSBURG PA 17202 (717) 894-1241 11780
PEC Management II, LLP 22585 Route 68 CLARION PA 16214 (814) 393-6975 22836
JEB Foods Company, LLC 1028 Northern Blvd CLARKS SUMMIT PA 18411 (570) 586-9555 1779
Gathagan/Gathagan 15412 Clearfield Hwy CLEARFIELD PA 16830 (814) 765-2127 2571
Rackson Restaurants, LLC 521 West Baltimore Pike CLIFTON HEIGHTS PA 19018-1808 (610) 394-9004 10405
Carrols LLC 8768 State Route 61 COAL TOWNSHIP PA 17866-4175 (570) 648-2610 2330
Rackson Restaurants, LLC 100 Airport Road COATESVILLE PA 19320 (610) 466-7329 12016
Aliotta/Aliotta 531 North 3 Street COLUMBIA PA 17512 (717) 684-0931 2605
AB III LLC 409 West Ridge Pike CONSHOHOCKEN PA 19428-1222 (610) 828-7447 179
GPS Hospitality Partners II, LLC 105 S 3rd St COOPERSBURG PA 18036 (610) 426-1089 10754
PEC Management II, LLP 5940 University Blvd CORAOPOLIS PA 15108-2572 (412) 264-5190 11346
Carrols LLC 20204 Route 19 At Route 228 CRANBERRY TOWNS PA 16066-0000 (724) 776-2211 4285
Carrols LLC 287 Northumberland St DANVILLE PA 17821 (570) 275-1106 1734
AB III LLC 560 North Main Street DOYLESTOWN PA 18901-3925 (215) 345-0818 636
Group Enterprise of North America, Inc. 1307 E. DuBois Ave DUBOIS PA 15801 (814) 371-7946 2415
Bishop 2000-2006 University Dr DUNBAR PA 15431 (724) 628-6601 2886
Raceway Restaurants, Inc. 3298 Susquehanna Trail DUNCANNON PA 17020 (717) 834-9000 20485
PDM Foods Company, LLC 700 North Blakely Street DUNMORE PA 18512 (570) 347-5885 2402
Carrols LLC Route 209 - Pocono Plaza E STROUDSBURG PA 18301-0000 (570) 421-5524 2010
GPS Hospitality Partners II, LLC 5300 Main St EAST PETERSBURG PA 17520 717-894-1238 1514
GPS Hospitality Partners II, LLC 300 S 25th St EASTON PA 18042 610-426-1088 1022

102
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

GPS Hospitality Partners II, LLC 3706 Easton Nazareth Hwy EASTON PA 18045 (610) 426-1087 10928
CJT Restaurants, Inc. 285 Jamesway Road EBENSBURG PA 15931-4216 (181) 472-4194 11341
Carrols LLC 2370 South Market Street ELIZABETHTOWN PA 17022-9322 (717) 361-7794 10321
Welsh/Welsh 4622 State Route 209 ELIZABETHVILLE PA 17023 (717) 362-1532 16520
PEC Management II, LLP 627 Lawrence Ave ELLWOOD CITY PA 16117-1929 (724) 758-2266 7101
Welsh/Welsh 319 S. Market St. Elysburg ELYSBURG PA 17824 (570) 221-2235 21675
GPS Hospitality Partners II, LLC 1116 Chesnut st EMMAUS PA 18049 (484) 742-2080 29199
Royal Food Group, LLC 4301 Marketplace Way ENOLA PA 17025 (717) 525-9382 22585
AB III LLC 310 North Reading Road EPHRATA PA 17522-1664 (717) 538-2858 2617
Fast Food Enterprises #3, LLP 2872 West 26th Street ERIE PA 16506-3048 (814) 833-8869 5303
Fast Food Enterprises #3, LLP 7800 Peach Street ERIE PA 16509-4729 (814) 868-8594 5450
Fast Food Enterprises #3, LLP 2526 Broad Street ERIE PA 16503-2535 (814) 456-5629 5739
Fast Food Enterprises #3, LLP 4205 Peach Street ERIE PA 16509-1440 (814) 868-3322 8603
Fast Food Enterprises #3, LLP 4405 Buffalo Road ERIE PA 16510 (814) 899-1371 23376
Carrols LLC 909 Butler St ETNA PA 15223-1303 (412) 782-3332 5136
Carrols LLC 75 Robinhood Drive ETTERS PA 17319-9530 (717) 932-1981 12125
Three One Foods Company, LP Scranton-Carbondale Highway EYNON PA 18403 (570) 876-1282 1359
Fast Food Enterprises #3, LLP 7517 West Ridge Road FAIRVIEW PA 16415-1071 (814) 474-1908 12379
AB III LLC 1035 Bustleton Pike FEASTERVILLE TREVOSE PA 19053-7608 (215) 357-5670 421
Carrols LLC Us Route 30 FERRELLTON PA 15531-0000 (814) 629-9944 9492
Group Enterprise of North America, Inc. 763 Allegheny Blvd. FRANKLIN PA 16323 (814) 432-7651 5184
Giangrande/Giangrande 1275-I York Road GETTYSBURG PA 17325 (717) 337-0899 9864
Raceway Restaurants, Inc. 17 Main st GOULDSBORO PA 18424 (570) 842-3888 17002
GPS Hospitality Partners II, LLC 771 Buchanan Trl E GREENCASTLE PA 17225 717-971-1261 25566
PEC Management II, LLP 1250 South Main Street GREENSBURG PA 15601-5320 (724) 834-2414 4037
Group Enterprise of North America, Inc. 1400 West Main Street GROVE CITY PA 16127 (724) 458-6668 11217
Tri-King Ventures, LLC 1060 Route 11 HALSTEAD PA 18822-0000 (570) 879-2623 13787
Barto/Barto, III 12 Jetson Dr HAMBURG PA 19526-8765 (1610) 562-0810 12924
GPS Hospitality Partners II, LLC 1160 Carlisle St HANOVER PA 17331 717-894-1240 1016
GPS Hospitality Partners II, LLC 801 Baltimore St HANOVER PA 17331 (717) 894-1237 23133
PDM Foods Company, LLC 693 Carey Ave HANOVER TOWNSHIP PA 18706 (570) 822-2339 1052
PEC Management II, LLP 155 Perry Hwy HARMONY PA 16037-9233 (724) 452-6900 2869
Carrols LLC 2000 North Cameron Street HARRISBURG PA 17103-1024 (717) 233-1140 2853
Carrols LLC 3253 Paxton Street HARRISBURG PA 17111-1340 (717) 564-1200 4774
Carrols LLC 4255 Union Deposit Road HARRISBURG PA 17111-2823 (717) 564-4609 5139
Carrols LLC 6045 Allentown Blvd. HARRISBURG PA 17112-2673 (717) 545-0926 6588
Royal Food Group, LLC 2009 Dotson Ct HARRISBURG PA 17011 717-307-9123 27503
Group Enterprise of North America, Inc. 5753 State Route 8 HARRISVILLE PA 16038 (814) 786-9785 5251
Carrols LLC 233 West Chester Pike HAVERTOWN PA 19083-4622 (610) 446-4870 586
Mohiuddin 1331N N Church St HAZLE TOWNSHIP PA 18202 (570) 454-8920 2127
Welsh/Welsh 2000 Barletta Rd HAZLETON PA 18202 (570) 497-4200 17397
PEC Management II, LLP 2049 East State Street HERMITAGE PA 16148-1868 (724) 981-1901 531
PEC Management II, LLP 590 South Hermitage Road HERMITAGE PA 16148-3525 (724) 342-1644 8977
Carrols LLC 501 Macdade Blvd HOLMES PA 19043-0000 (610) 461-3421 1859
AB III LLC 198 Blair Mill Road HORSHAM PA 19044-3072 (215) 444-0497 12340
Royal Food Group, LLC 8167 Derry St HUMMELSTOWN PA 17036 (717) 547-9144 28796
HMSHost Family Restaurants, LLC PA Turnpike west. Milepost 77.6 HUNKER PA 15639-0000 (724) 925-9780 16950
Welsh/Welsh 6779 Towne Centre Boulevard HUNTINGDON PA 16652 (814) 641-7272 25804
Carrols LLC 1788 Oakland Ave, INDIANA PA 15701 (724) 463-8896 2247
Raceway Restaurants, Inc. 1174 Mount Cobb Road JEFFERSON TOWNSHIP PA 18436-3319 (570) 689-4200 18509
HMSHost Family Restaurants, LLC Hickory Run Plaza 256 Danner Road P JIM THORPE PA 18229-3575 (570) 565-7010 17662
Carrols LLC 1508 Scalp Avenue JOHNSTOWN PA 15904-3309 (814) 266-7014 597

103
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Carrols LLC 440 Galleria Drive JOHNSTOWN PA 15904-8914 (814) 262-7551 12440
Carrols LLC 1914 Minno Drive JOHNSTOWN PA 15905-1107 (814) 254-1563 13804
Raceway Restaurants, Inc. 8 Fisher Ave JONESTOWN PA 17038 (717) 861-5789 22002
AB III LLC 568 West Dekalb Pike KING OF PRUSSIA PA 19406-3002 (610) 265-3227 113
HMSHost Family Restaurants, LLC 381 W. Dekalb Pike KING OF PRUSSIA PA 19406-2302 (610) 992-1018 17567
PDM Foods Company, LLC 130 S. Wyoming Avenue KINGSTON PA 18704 (570) 287-2503 2955
Barto 15482 Kutztown Road KUTZTOWN PA 19530-9741 (1610) 683-3799 4750
GPS Hospitality Partners II, LLC 1641 Lincoln Hwy E LANCASTER PA 17602 717-894-1235 581
Aliotta/Aliotta 1408 Lititz Pike LANCASTER PA 17601 (717) 392-8808 4084
GPS Hospitality Partners II, LLC 2464 Lincoln Hwy E LANCASTER PA 17602 717-894-1234 4546
GPS Hospitality Partners II, LLC 1298 Millersville Pike LANCASTER PA 17603 717-894-1233 8833
Seven Hills. Inc. 1223 Park City Ctr LANCASTER PA 17601-2723 (717) 393-8900 17241
Aliotta/Aliotta 330 Rohrerstown Rd LANCASTER PA 17603 (717) 435-8654 24171
AB III LLC 340 N. Oxford Valley Road LANGHORNE PA 19047 (215) 946-7984 3600
AB III LLC 601 South Broad Street LANSDALE PA 19446-3702 (215) 368-0888 1005
Carrols LLC 3897 State Route 30 East LATROBE PA 15650 724-537-9755 9614
HMSHost Family Restaurants, LLC Post #258 Point 8 LAWN PA 17041-0000 (717) 367-8190 5813
Carrols LLC 2040 Cumberland St LEBANON PA 17042-4465 (717) 273-9521 703
Carrols LLC 710 E Cumberland St LEBANON PA 17042-8137 (717) 274-0621 2041
Welsh/Welsh 1052 Blakeslee Blvd Dr East LEHIGHTON PA 18235 (610) 377-6979 3057
Carrols LLC 407 South Third Street LEMOYNE PA 17043-2002 (717) 774-8808 12985
AB III LLC 4100 New Falls Rd LEVITTOWN PA 19056-3000 (215) 547-7384 2142
AB III LLC 8575 New Falls Road LEVITTOWN PA 19054-1601 (215) 945-1489 3836
Carrols LLC 310 N Derr Dr LEWISBURG PA 17837-1335 (570) 524-4838 12457
Welsh/Welsh 133 South Main Street LEWISTOWN PA 17044-2119 (717) 242-8622 11744
GPS Hospitality Partners II, LLC 821 Lititz Pike LITITZ PA 17543 (717) 894-1239 4580
Carrols LLC 562 High Street LOCK HAVEN PA 17745-3038 (570) 748-3732 1683
Fast Food Enterprises #3, LLP 16733 Conneaut Lake Road MEADVILLE PA 16335-3747 (814) 333-1168 1498
Fast Food Enterprises #3, LLP 817 Park Avenue MEADVILLE PA 16335-2504 (814) 337-5004 4472
Carrols LLC 5300 Carlisle Pike MECHANICSBURG PA 17050-2407 (717) 697-4845 5807
PEC Management II, LLP 215 Steingrabe Road MERCER PA 16137-3633 (724) 748-3381 11027
Welsh/Welsh 569 E. Main Street MIDDLEBURG PA 17842 (570) 765-7368 25800
Welsh/Welsh Old Rt. 22 R.D.#4 MIFFLINTOWN PA 17059 (717) 436-5608 11779
Raceway Restaurants, Inc. 451 West 3rd Street MIFFLINVILLE PA 18631 (570) 245-8022 21302
Welsh/Welsh 899 Carpenter Road MILTON PA 17847 (1570) 246-5880 25801
Carrols LLC Beaver Valley Mall MONACA PA 15061-2318 (724) 630-0300 1887
Carrols LLC 4490 Broadway Boulevard MONROEVILLE PA 15146-4757 (412) 856-0420 7351
Raceway Restaurants, Inc. 3 Montage Mountain Road MOOSIC PA 18507 (570) 344-9000 22560
Rackson Restaurants, LLC 2850 West Main St MORGANTOWN PA 19543-9477 (610) 901-3614 3760
AB III LLC 344 West Trenton Avenue MORRISVILLE PA 19067-2041 (215) 736-0772 5427
Carrols LLC 915 East Main Street MOUNT JOY PA 17552-9331 (717) 653-9090 6302
Davis Restaurant Group, L.P. 1318 Pocono Boulevard MOUNT POCONO PA 18344 (570) 839-8084 5700
Davis Restaurant Group, L.P. 2 South Mountain Boulevard MOUNTAIN TOP PA 18707 (570) 474-6323 14588
Carrols LLC 180 S Lycoming Mall Rd MUNCY PA 17756-8152 (570) 935-0031 17233
Carrols LLC 9070 Route 30 N HUNTINGDON PA 15642-2703 (724) 863-5222 1791
Mohiuddin 1 W Main St NANTICOKE PA 18634 (570) 735-3955 1869
TOMS KING (Penn.) LLC 1509 Freeport Rd NATRONA HEIGHTS PA 15065 (724) 257-2241 24010
PEC Management II, LLP 702 Broad Street NEW BETHLEHEM PA 16242-1107 (814) 275-7500 11126
PEC Management II, LLP 101 West Washington Street NEW CASTLE PA 16101-3909 (724) 652-1460 2631
PEC Management II, LLP 3511 Wilmington Road NEW CASTLE PA 16105 (724) 698-7935 28759
GPS Hospitality Partners II, LLC 498 Renaissance Dr NEW FREEDOM PA 17349 (717) 894-1246 22718
Raceway Restaurants, Inc. 2173 Route 848 NEW MILFORD PA 18834 (570) 465-5464 19486

104
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Giangrande/Giangrande 6090 York Rd NEW OXFORD PA 17350 (717) 624-4600 17183
Welsh/Welsh 313 Bretz Court NEWPORT PA 17074 (717) 589-2031 26915
AB III LLC 2561 West Main Street NORRISTOWN PA 19403-3020 (610) 539-9242 248
Fast Food Enterprises #3, LLP 99 W Main St NORTH EAST PA 16428-1118 (814) 725-1990 6846
TOMS KING (Penn.) LLC 121 Walmart Drive NORTH VERSAILLES PA 15137-1531 (412) 824-3610 12195
AB III LLC 560 Dekalb Pike NORTH WALES PA 19454 (215) 362-2437 2513
Carrols LLC 2715 Market St. N NORTH WARREN PA 16365-5214 (814) 726-2161 15963
Welsh/Welsh 205 South Main Street OLD FORGE PA 18518 (570) 457-4103 1892
Barto/Barto, III 2575 Pa. Rt. 309 OREFIELD PA 18069-0000 (1610) 336-8980 12650
Carrols LLC 9 North Londonderry Square PALMYRA PA 17078-3902 (717) 838-4898 6994
Carrols LLC 9220 Frankford Avenue PHILADELPHIA PA 19114-2824 (215) 338-7918 431
Rackson Restaurants, LLC 2550 Welsh Road PHILADELPHIA PA 19152-1403 (215) 839-3934 983
Carrols LLC 6100 Frankford Avenue PHILADELPHIA PA 19135-4409 (215) 288-7448 1613
Carrols LLC 5822 Roosevelt BLvd PHILADELPHIA PA 19149-3714 (215) 356-2682 1657
AB III LLC 2400 Castor Avenue PHILADELPHIA PA 19134-4604 (215) 289-3933 2182
PARADE Enterprises, LLC 5921 Rising Sun Avenue PHILADELPHIA PA 19120-1116 (267) 343-3711 2212
Carrols LLC 2900 Island Avenue PHILADELPHIA PA 19153-2022 (215) 365-0144 2419
Carrols LLC 171 West Chelton Avenue PHILADELPHIA PA 19144-3336 (215) 438-0664 2573
Carrols LLC 1624 Cottman Avenue PHILADELPHIA PA 19111-3401 (215) 722-4946 2618
Carrols LLC 100 West Erie Avenue PHILADELPHIA PA 19140-2725 (215) 425-3321 2664
Carrols LLC 101 E Olney Ave PHILADELPHIA PA 19120-2530 (215) 549-9110 6333
Rackson Restaurants, LLC 90 Franklin Mills Boulevard PHILADELPHIA PA 19154-3109 (215) 612-8330 10740
Rackson Restaurants, LLC 4700-08 North Broad Street PHILADELPHIA PA 19141-2106 (215) 839-3935 10826
PA REST 13000, LLC 1521 Columbus Boulevard PHILADELPHIA PA 19147-5509 (215) 389-1682 13000
Lehigh Avenue Restaurant Services,LLC 701 W Lehigh Ave PHILADELPHIA PA 19133 (215) 226-1015 20769
Seven Hills. Inc. 8500 Essington Ave PHILADELPHIA PA 19153 (717) 909-0580 28396
Rackson Restaurants, LLC 3300 Fairmount Ave PHILADELPHIA PA 19104 (215) 839-3935 28638
AB III LLC 363 Schuylkill Rd PHOENIXVILLE PA 19460-1899 (610) 983-0475 6441
Raceway Restaurants, Inc. 10 Molleystown Rd PINE GROVE PA 17963 (570) 345-4739 18141
Carrols LLC 1901 Route 286 PITTSBURGH PA 15239-2811 (724) 325-3443 2249
PEC Management II, LLP 2799 Freeport Rd PITTSBURGH PA 15238-1413 (412) 828-1901 2546
PEC Management III LLC 2900 brownsville road PITTSBURGH PA 15227 (412) 885-1710 3855
TOMS KING (Penn.) LLC 1820 East Carson Street PITTSBURGH PA 15203-1708 (412) 381-1020 4192
TOMS KING (Penn.) LLC 415 Home Drive PITTSBURGH PA 15275-1205 (412) 788-5414 11672
TOMS KING (Penn.) LLC 647-649 Smithfield Ave PITTSBURGH PA 15222 (412) 291-9176 22816
TOMS KING (Penn.) LLC 2379 Noblestown Road PITTSBURGH PA 15205 (412) 438-4900 24007
TOMS KING (Penn.) LLC 564 Forbes Ave PITTSBURGH PA 15219 (412) 339-0044 24061
Three One Foods Company, LP 301 Kennedy Boulevard PITTSTON PA 18640 (570) 655-8455 13743
Davis Restaurant Group, L.P. 390 Route 315 Hwy PITTSTON PA 18640 (570) 299-5341 18132
Davis Restaurant Group, L.P. 81 N River St PLAINS PA 18705 (570) 824-1489 8857
AB III LLC 1515 East High Street POTTSTOWN PA 19464-5005 (610) 323-3662 604
AB III LLC 1293 N Charlotte St Uppr POTTSTOWN PA 19464-3964 (610) 323-1230 4651
GPS Hospitality Partners II, LLC 2211 W Market St POTTSVILLE PA 17901 (570) 867-8383 1134
GPS Hospitality Partners II, LLC 195 Pottsville St POTTSVILLE PA 17901 570-867-8382 2266
Gathagan/Gathagan 235 Hampton Ave PUNXSUTAWNEY PA 15767 (814) 938-3390 3544
AB III LLC 100 North West End Blvd QUAKERTOWN PA 18951-2307 (215) 538-0380 3534
GPS Hospitality Partners II, LLC 50 Townsedge Ave QUARRYVILLE PA 17566 (717) 894-1243 5808
GPS Hospitality Partners II, LLC 4890 Perkiomen Ave READING PA 19606 (610) 426-1094 282
Carrols LLC 3419 North 5th Street Highway READING PA 19605-2448 (610) 921-3288 2159
B Rest, LLC 2432 Morgantown Road READING PA 19607 (1610) 777-1867 27512
GPS Hospitality Partners II, LLC 3100 Cape Horn Rd RED LION PA 17356 717-771-1880 27289
Timoney 328 Spring Plaza ROARING SPRING PA 16673-1100 (1814) 224-4446 6237

105
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

AB III LLC 900 Easton Road ROSLYN PA 19001-4304 (610) 277-5160 3284
PEC Management II, LLP 708 South Pike Road, SARVER PA 16055 (724) 294-0029 24480
Tri-King Ventures, LLC 1557 Elmira Street SAYRE PA 18840-9254 (570) 888-8033 3175
JEB Foods Company, LLC 524 Scranton-Carbondale Hwy SCRANTON PA 18519 (570) 346-3450 453
Davis Restaurant Group, L.P. 600 Luzerne Street SCRANTON PA 18504 (570) 343-3682 4234
Davis Restaurant Group, L.P. 1813 North Keyser Avenue SCRANTON PA 18508 (570) 496-0540 13902
Carrols LLC 105 Ohio River Boulevard SEWICKLEY PA 15143-0000 (412) 259-8187 543
Carrols LLC 2991 N. Susquehanna Trail SHAMOKIN DAM PA 17876-9999 (570) 743-7617 1840
JEB Foods Company, LLC 140 North Memorial Highway SHAVERTOWN PA 18708 (570) 675-4010 1985
Carrols LLC 331 South Main Street SHENANDOAH PA 17976-2342 (570) 462-1115 6070
Giangrande/Giangrande 38-40 Walnut Bottom Road SHIPPENSBURG PA 17257 (717) 530-5464 10843
Carrols LLC 4167 Glades Pike SOMERSET PA 15501-8730 (814) 443-1239 8143
HMSHost Family Restaurants, LLC 327 Industrial Park Rd SOMERSET PA 15501-8357 (1814) 444-9770 18461
AB III LLC 730 Route 113 SOUDERTON PA 18964-1004 (215) 721-9121 4489
Carrols LLC 920 South St. Mary's Street ST. MARY'S PA 15857 (814) 335-4479 28203
Welsh/Welsh 2501 East College Ave STATE COLLEGE PA 16801 (814) 954-5248 23950
Burger Barn LLC 319 Stroud Mall Rd. STROUDSBURG PA 18360 570-421-6220 2398
Welsh/Welsh 60 North 4th Street SUNBURY PA 17801-2236 (570) 286-9620 9698
Carrols LLC 109 Center Street TAMAQUA PA 18252-1920 (570) 668-4368 1799
Raceway Restaurants, Inc. 2623 Route 715 TANNERSVILLE PA 18372 (570) 629-3373 20416
Fast Food Enterprises #3, LLP 213 South Franklin Street TITUSVILLE PA 16354-1739 (814) 827-9608 6053
Bart-Rich Enterprises, Inc. York Avenue TOWANDA PA 18848-1960 (570) 265-5242 2537
Davis Restaurant Group, L.P. 801 Hunter Hwy TUNKHANNOCK PA 18657 (570) 836-4010 13221
Welsh/Welsh 1100 Pennsylvania Avenue TYRONE PA 16686-1616 (814) 684-1106 2551
Carrols LLC 431 West Main Street UNIONTOWN PA 15401-2652 (724) 439-2133 1360
The Pennsylvania State University The Pennsylvania State University UNIVERSITY PARK PA 16802-0000 (814) 865-7623 18330
HMSHost Family Restaurants, LLC PA Turnpike East Mile Post 49.3. 2 VERONA PA 15147-0000 (412) 828-1964 15984
Barto 201 S Best Ave WALNUTPORT PA 18088-0000 (610) 224-9000 2504
AB III LLC 580 W Street Road WARMINSTER PA 18974-3223 (215) 675-5423 1506
Carrols LLC 775 Jefferson Avenue WASHINGTON PA 15301-4134 (724) 225-2026 6102
Bishop 402 Meadowlands Blvd WASHINGTON PA 15301 (724) 503-4271 15542
Carrols LLC 1150 W. Chestnut St WASHINGTON PA 15301 (724) 531-7988 27257
HMSHost Family Restaurants, LLC 3744 N. Hess Road WATERFALL PA 16689-6908 (717) 485-4254 5809
Giangrande/Giangrande 1617 East Main Street WAYNESBORO PA 17268 (717) 765-0300 14197
Bishop 130 E Roy Furman Hwy WAYNESBURG PA 15370 (724) 627-0354 13362
Rackson Restaurants, LLC 1502 West Chester Pike WEST CHESTER PA 19382-7705 (215) 692-6568 2731
Raceway Restaurants, Inc. PA-940 WHITE HAVEN PA 18661 (570) 443-9405 23186
GPS Hospitality Partners II, LLC 1600 MacArthur Rd WHITEHALL PA 18052 610-426-1092 323
GPS Hospitality Partners II, LLC 2687 MacArthur Rd WHITEHALL PA 18052 610-426-1093 9173
Three One Foods Company, LP Route 115 & East End Blvd. WILKES-BARRE PA 18702 (570) 824-6938 1211
Davis Restaurant Group, L.P. 1080 Wilkes-Barre Township Blvd WILKES-BARRE TOWNSHIP PA 18702 (570) 261-4496 28573
Carrols LLC 611 Washington Boulevard WILLIAMSPORT PA 17701-5328 (570) 323-1741 1816
Carrols LLC 50 Maynard Street WILLIAMSPORT PA 17701-5808 (570) 326-7992 2613
AB III LLC 106 York Road WILLOW GROVE PA 19090-3210 (215) 657-5728 1574
GPS Hospitality Partners II, LLC 2600 Willow St Pike N, #601 WILLOW STREET PA 17584 (717) 894-1236 13226
Davis Restaurant Group, L.P. Midway Shopping Center WYOMING PA 18644 (570) 693-0620 6641
GPS Hospitality Partners II, LLC 1197 Berkshire Blvd WYOMISSING PA 19610 (610) 426-1090 7166
GPS Hospitality Partners II, LLC 2400 Mt Rose Ave YORK PA 17402 717-894-1242 1559
GPS Hospitality Partners II, LLC 490 Loucks Rd YORK PA 17404 (717) 894-1245 2365
GPS Hospitality Partners II, LLC 2199 White St YORK PA 17404 717-894-1244 5547
GPS Hospitality Partners II, LLC 3345 Concord Rd YORK PA 17402 (717) 771-1380 26259
Bishop 408 South 3rd Street YOUNGWOOD PA 15697 (724) 635-3642 21765

106
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

JSC New England Operating LLC 800 Lonsdale Ave CENTRAL FALLS RI 2863 (401) 414-4827 4983
JSC New England Operating LLC 1145 Tioque Avenue COVENTRY RI 2816 (401) 600-0031 3133
JSC Park Ave LLC* 966 Park Avenue CRANSTON RI 2910 (401) 414-5997 476
JSC New England Operating LLC 1155 Pontiac Ave CRANSTON RI 2920 (401) 287-8754 28867
JSC Mendon Rd. LLC 1715 Mendon Road CUMBERLAND RI 2864 (401) 352-6448 4718
JSC New England Operating LLC 600 Taunton Avenue EAST PROVIDENCE RI 2914 (401) 600-0507 1540
JSC New England Operating LLC 1375 Hartford Avenue JOHNSTON RI 2919 (401) 600-0330 1461
JSC Putnam Pike LLC 9 Putnam Pike JOHNSTON RI 2919 (401) 600-0508 6424
JSC New England Operating LLC 569 West Main Road MIDDLETOWN RI 2842 (401) 600-0053 1221
JSC Post Rd. LLC 7041 Post Road N KINGSTOWN RI 2852 (401) 600-0039 1045
JSC New England Operating LLC 66 Eddie Dowling Highway NORTH SMITHFIELD RI 02896-7306 (401) 352-6316 3667
JSC New England Operating LLC 91 Cedar Street PAWTUCKET RI 2860 (401) 600-0049 5608
JSC New England Operating LLC 60 Hartford Avenue PROVIDENCE RI 2909 (401) 414-5996 1876
JSC New England Operating LLC 458 Smithfield Avenue PROVIDENCE RI 2904 (401) 600-0037 1989
JSC New England Operating LLC 280 Broad Street PROVIDENCE RI 2907 (401) 414-5995 2421
JSC New England Operating LLC 445 Promenade Street PROVIDENCE RI 2908 (401) 600-0506 3406
JSC New England Operating LLC 155 Thurbers Avenue PROVIDENCE RI 2905 (401) 600-0511 8576
JSC New England Operating LLC 67 Newport Ave RUMFORD RI 2916 (401) 600-0052 1501
JSC Old Tower Hill Rd. LLC 126 Old Tower Hill Road WAKEFIELD RI 2879 (401) 600-0367 3384
JSC New England Operating LLC 609 Metacom Avenue WARREN RI 2885 (401) 600-0510 2335
JSC New England Operating LLC 2615 West Shore Road WARWICK RI 2889 (401) 600-0501 1123
JSC New England Operating LLC 1748 Post Road WARWICK RI 2888 (401) 600-0182 1339
JSC New England Operating LLC 1010 Bald Hill Road WARWICK RI 2886 (401) 414-4784 1633
JSC New England Operating LLC 99 Franklin Street WESTERLY RI 2891 (401) 443-9401 5151
JSC New England Operating LLC 293 Social Street WOONSOCKET RI 2895 (401) 352-6413 4654
Carolina Franchise Holding, LLC 900 W Greenwood St ABBEVILLE SC 29620-5687 (305) 413-8165 6989
CFH Novo Holdings, LLC 3580 Richland Avenue, W. AIKEN SC 29801-6312 (305) 413-8168 3181
CFH Novo Holdings, LLC 2101 Whiskey Road AIKEN SC 29803-6165 (305) 413-8181 11630
CFH Novo Holdings, LLC 1110 York Street AIKEN SC 29801-4120 (305) 413-8177 13794
Carrols LLC 2719 North Main Street ANDERSON SC 29621-3282 (864) 225-1297 239
Carrols LLC 101 W. Shockley Ferry Road ANDERSON SC 29624-3732 (864) 222-3056 5064
Carrols LLC 303 Pearman Dairy Road ANDERSON SC 29625-3801 (864) 224-1463 14410
Carrols LLC 2009 E Greenville St ANDERSON SC 29621-1529 (864) 222-3830 17556
Carrols LLC 4460 Liberty Hwy ANDERSON SC 29621 (864) 401-8337 23171
Carolina Franchise Holding, LLC 4395 Hwy 24 ANDERSON SC 29626 305-413-8194 27079
Carolina Franchise Holding, LLC 401 e Main st ANDREWS SC 29510 305-413-8170 27516
CFH Novo Holdings, LLC 10555 Dunbartoin Boulevard BARNWELL SC 29812-1407 (305) 413-8178 13364
Premier Kings of Georgia Inc. 1295 Ribaut Road BEAUFORT SC 29902-6147 (843) 525-1237 1471
Premier Kings of Georgia Inc. 2434 Boundary Street BEAUFORT SC 29906-3769 (843) 525-0915 3929
Carolina Franchise Holding, LLC 125 Beech Island Ave BEECH ISLAND SC 29842 305-413-8191 27811
Carolina Franchise Holding, LLC 324 s main st BELTON SC 29627 305-413-8172 27006
Freedom Restaurant, LLC 113 HWY 15- 401 bypass East BENNETTSVILLE SC 29512 (843) 454-0300 23008
Freedom Restaurant 2, LLC 210 East Dekalb Street CAMDEN SC 29020-4431 (803) 272-0338 13059
Delaware North Companies Travel Hospitality Services, Inc. 5500 International Blvd CHARLESTON SC 29418-6900 (843) 767-0533 21776
Tar Heel, Inc. 1014 Chesterfield Highway CHERAW SC 29520-7010 (843) 921-2004 16784
Carrols LLC 500 Old Greenville Hwy CLEMSON SC 29631 (864) 506-4952 29312
Carolina Franchise Holding, LLC 911 S Broad St CLINTON SC 29325 (305) 413-8175 26983
APPLEGREEN SOUTH CAROLINA (FTG), LLC 2902 Two Notch Road COLUMBIA SC 29204-1438 (803) 251-3483 169
APPLEGREEN SOUTH CAROLINA (FTG), LLC 3403 North Main Street COLUMBIA SC 29203-6434 (803) 312-0004 3963
APPLEGREEN SOUTH CAROLINA (FTG), LLC 2216 Bush River Road COLUMBIA SC 29210-5627 (803) 798-7511 4178
APPLEGREEN SOUTH CAROLINA (FTG), LLC 8501 Two Notch Road COLUMBIA SC 29223-6373 (803) 865-0277 4370
APPLEGREEN SOUTH CAROLINA (FTG), LLC 7915 Garners Ferry Road COLUMBIA SC 29209-4739 (803) 695-9774 9814

107
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

APPLEGREEN SOUTH CAROLINA (FTG), LLC 2022 Bluff Road COLUMBIA SC 29201-5134 (803) 779-1817 10790
APPLEGREEN SOUTH CAROLINA (FTG), LLC 6951 North Trenholm Road COLUMBIA SC 29206-1707 (803) 782-1626 13247
APPLEGREEN SOUTH CAROLINA (FTG), LLC 1231 Longreen Pkwy COLUMBIA SC 29229-7828 (803) 788-5266 17048
Kingdom Restaurants, LLC 2330 Highway 501 E CONWAY SC 29526-9525 (843) 591-0076 6818
Kingdom Restaurants, LLC 1646 Church Street CONWAY SC 29526-2962 (843) 915-0006 7825
Bullard Restaurants, Inc. 407 Lamar Road DARLINGTON SC 29532-0000 (843) 393-5355 4837
Tar Heel, Inc. 915 Radford Boulevard DILLON SC 29536-5009 (843) 627-3784 5760
Carrols LLC 6098 Calhoun Memorial Highway EASLEY SC 29640-3812 (864) 855-4218 2798
APPLEGREEN SOUTH CAROLINA (FTG), LLC 586 Spears Creek Church Rd ELGIN SC 29045-9313 (803) 788-3563 17282
Bigham/Bigham/Branstrom 1300 S. Irby FLORENCE SC 29505-2753 (843) 665-0334 1686
Bigham/Bigham/Branstrom 2703 McLeod Boulevard FLORENCE SC 29501-0000 (843) 667-1010 2804
Tar Heel, Inc. 3204 East Palmetto Street FLORENCE SC 29506-3832 (843) 661-5505 6791
Bigham/Bigham/Branstrom 3228 West Palmetto Street FLORENCE SC 29501-5940 (843) 629-0075 11516
Bigham/Bigham/Branstrom 2109 W Evans St FLORENCE SC 29501-4007 (843) 665-0665 17617
Army Air Force Exchange Services Ft. Jackson-Main FORT JACKSON SC 29207-0000 (803) 782-5396 5281
Carrols LLC 1650 Highway 160 W FORT MILL SC 29708-8024 (803) 802-7906 11312
Freedom Restaurant 2, LLC 3400 Hwy 21 FORT MILL SC 29708 (803) 547-3820 21961
Kellett/Stokes/Stokes 1101 North Main Street FOUNTAIN INN SC 29644-1322 (864) 862-6092 10569
Carrols LLC 1543 Floyd Baker Blvd. GAFFNEY SC 29341-1203 (864) 487-5000 2523
Carrols LLC 1103 Hyatt Street GAFFNEY SC 29341-3310 (864) 902-0907 10504
APPLEGREEN SOUTH CAROLINA (FTG), LLC 5225 Hwy 321 GASTON SC 29053-0000 (803) 794-5471 16448
Kingdom Restaurants, LLC 1350 Church Street GEORGETOWN SC 29440-3206 (843) 833-3219 4806
Kingdom Restaurants, LLC 105 North Goose Creek Blvd. GOOSE CREEK SC 29445-2964 (803) 707-9944 3220
Kingdom Restaurants, LLC 1605 Red Bank Rd GOOSE CREEK SC 29445-4589 (843) 974-3857 4544
Kellett/Stokes/Stokes 1109 West Faris Road GREENVILLE SC 29605-4445 (864) 269-8601 170
Carrols LLC 651 Haywood Road GREENVILLE SC 29607-2741 (864) 297-4600 3148
Carrols LLC 6515 White Horse Road GREENVILLE SC 29611-2537 (864) 246-7964 3548
Carrols LLC 5013 Pelham Road GREENVILLE SC 29615-5465 (864) 297-6630 5646
Kellett/Stokes/Stokes 332 S. Pleasantburg Dr. GREENVILLE SC 29607-2524 (864) 235-3228 5852
Kellett/Stokes/Stokes 2685 Laurens Road GREENVILLE SC 29607-3817 (864) 288-2339 6554
Carrols LLC 1520 South Pleasantburg Drive GREENVILLE SC 29605-1456 (864) 422-9349 11783
Carrols LLC 3250 North Pleasantburg Rd GREENVILLE SC 29609-2925 (864) 417-6824 16404
Carrols LLC 1455 woodruff rd GREENVILLE SC 29607 (864) 412-1054 27032
Carrols LLC 974 South Academy Street GREENVILLE SC 29601 (864) 350-3697 27805
Carolina Franchise Holding, LLC 1214 Bypass 72 NE GREENWOOD SC 29649-2205 (305) 413-8169 2227
Carolina Franchise Holding, LLC 1305 South Main Street GREENWOOD SC 29646-3930 (305) 413-8185 10238
Carrols LLC 1599 Highway 101 South GREER SC 29651-6710 (864) 801-1120 10369
Carrols LLC 909 GSP Drive GREER SC 29651 (864) 655-1004 27033
Premier Kings of Georgia Inc. Highway 17 & I-95 HARDEEVILLE SC 29927-0000 (843) 784-5642 3048
Bullard Restaurants, Inc. 944 S 4th St HARTSVILLE SC 29550 (843) 309-9208 25775
Tiger Foods, Inc 212 S Main St HEMINGWAY SC 29554-6680 (843) 558-0553 9436
Premier Kings of Georgia Inc. 201 Museum St HILTON HEAD ISLAND SC 29926-1642 (843) 342-5281 14209
Carolina Franchise Holding, LLC 404 E Greer St HONEA PATH SC 29654-1821 (305) 413-8186 8701
Carolina Franchise Holding, LLC 11941 Asheville Hwy INMAN SC 29349 (786) 568-5089 28486
APPLEGREEN SOUTH CAROLINA (FTG), LLC 7703 Broad River Road IRMO SC 29063-2356 (803) 407-5761 10221
APPLEGREEN SOUTH CAROLINA (FTG), LLC 11048 Broad River Rd IRMO SC 29063-8745 (803) 957-7367 20417
Carolina Franchise Holding, LLC 1300 West Front Street IVA SC 29655-8712 305-413-8183 11354
Carolina Franchise Holding, LLC 206 N Longstreet St KINGSTREE SC 29556 305-413-8192 27809
Kingdom Restaurants, LLC 102 College Park Road LADSON SC 29456-3517 (843) 974-3826 4470
Freedom Restaurant 2, LLC 135 S Ron McNair Blvd. LAKE CITY SC 29560-3201 (843) 394-5648 5345
Carrols LLC 1103 North Main Street LANCASTER SC 29720-2192 (803) 285-6336 1274
Carrols LLC 1880 Highway 14 East LANDRUM SC 29356-9154 (864) 457-5449 12668

108
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Carolina Franchise Holding, LLC 915 East Main Street Ext LAURENS SC 29360-3601 (305) 413-8188 6395
APPLEGREEN SOUTH CAROLINA (FTG), LLC 4377 Augusta Road LEXINGTON SC 29073-7941 (803) 954-1554 8502
APPLEGREEN SOUTH CAROLINA (FTG), LLC 1212 West Main Street LEXINGTON SC 29072-2406 (803) 996-6458 15526
APPLEGREEN SOUTH CAROLINA (FTG), LLC 1819 South Lake Drive LEXINGTON SC 29073-7759 (803) 996-3296 16017
APPLEGREEN SOUTH CAROLINA (FTG), LLC 226 Longs Pond Road LEXINGTON SC 29072-0000 (803) 358-2547 16179
APPLEGREEN SOUTH CAROLINA (FTG), LLC 4301Sunset blvd LEXINGTON SC 29072 803-808-0936. 27117
Kingdom Restaurants, LLC 1568 Highway 17 LITTLE RIVER SC 29566-9227 (843) 273-4552 9806
Freedom Restaurant 2, LLC 672 Hwy 1 LUGOFF SC 29078 (803) 572-0945 28202
Carrols LLC 107 Charlotte Highway LYMAN SC 29365-1401 (864) 949-0571 12147
Carolina Franchise Holding, LLC 2235 AM Nash Rd MANNING SC 29102 305-413-8176 26674
Carrols LLC 2921 Geer Highway MARIETTA SC 29661-9338 (864) 836-6332 12644
Tar Heel, Inc. 1101 East Godbold MARION SC 29571-3907 (843) 423-0888 5396
Carolina Franchise Holding, LLC 209 s mine st MCCORMICK SC 29835 305-413-8174 27004
Carolina Franchise Holding, LLC 103 South Hwy 52 MONCKS CORNER SC 29461-0000 305-413-8189 5365
Bullard/Bullard 233 West McIntrye MULLINS SC 29574-3525 (843) 464-1788 9938
Kingdom Restaurants, LLC 501 South King's Highway MYRTLE BEACH SC 29577-4408 (843) 945-6050 1215
Kingdom Restaurants, LLC 9650 N. King Highway MYRTLE BEACH SC 29572-4006 (843) 808-9033 4082
Kingdom Restaurants, LLC 5425 Dick Pond Road MYRTLE BEACH SC 29588-6836 (843) 668-5016 6487
Kingdom Restaurants, LLC 1171 Seaboard Street MYRTLE BEACH SC 29577-6527 (843) 808-9119 8902
Kingdom Restaurants, LLC 2391 Coastal Grand Circle MYRTLE BEACH SC 29577-9787 (843) 712-2145 16184
Kingdom Restaurants, LLC 4709 Dorchester Road N CHARLESTON SC 29405-6850 (843) 554-5610 5162
Carolina Franchise Holding, LLC 3202 Main Street NEWBERRY SC 29108-4142 305-413-8179 12610
Southern Restaurant Hospitality Group, LLC 402 East Martintown Road NORTH AUGUSTA SC 29841-4263 (803) 278-2177 4714
Southern Restaurant Hospitality Group, LLC 101 Austin Graybill Drive NORTH AUGUSTA SC 29860-9287 (803) 613-0888 9768
Kingdom Restaurants, LLC 6000 Rivers Ave NORTH CHARLESTON SC 29406-4925 (843) 974-3733 186
Premier Kings of Georgia Inc. 3 Baylor Brook Drive OKATIE SC 29909 (843) 705-9116 23155
Kingdom Restaurants, LLC 1437 John C. Calhoun Dr. ORANGEBURG SC 29115-7280 (803) 937-6347 1565
Kingdom Restaurants, LLC 1300 Chestnut Street, NORTH EAST ORANGEBURG SC 29118-0000 (803) 937-5925 5669
Kingdom Restaurants, LLC 3599 St. Matthews Road ORANGEBURG SC 29118-8217 (803) 937-6154 11050
Carrols LLC 201 N Van L Mungo Blvd PAGELAND SC 29728-2317 (843) 675-2302 12669
Carrols LLC 7691 Highway 76 PENDLETON SC 29670-9162 (864) 646-3693 11170
Carrols LLC 529 Ann Street PICKENS SC 29671-2264 (864) 898-4817 17998
Carrols LLC 3001 Highway 153 PIEDMONT SC 29673-7709 (864) 516-4720 3730
Kellett/Stokes/Stokes 7491 Augusta Road PIEDMONT SC 29673 (864) 277-7992 7114
Carolina Franchise Holding, LLC 1929 SC 86 PIEDMONT SC 29673 305-413-8171 27215
Carrols LLC 3006 Crenshaw Parkway RICHBURG SC 29729-8225 (803) 789-3193 12395
Premier Kings of Georgia Inc. 8257 East Main Street RIDGELAND SC 29936-8576 (843) 717-2349 12906
Carrols LLC 2430 North Cherry Road ROCK HILL SC 29732-2170 (803) 366-9342 2199
Carrols LLC 1371 Saluda Street ROCK HILL SC 29730-6228 (803) 327-3332 4022
Carrols LLC 2645 Celanese Road ROCK HILL SC 29732-1205 (803) 366-7652 4295
Carrols LLC 4800 Old York Road ROCK HILL SC 29732 803-457-0460 28182
Nix 6196 Highway 221 ROEBUCK SC 29376-3322 (864) 595-0999 12177
Carolina Franchise Holding, LLC 107 Travis Avenue SALUDA SC 29138-1215 305-413-8187 7314
Carrols LLC 1417 Highway 123 West SENECA SC 29678-0000 864-499-1912 5011
Army Air Force Exchange Services 370 Rhodes Ave. SHAW AFB SC 29152-1523 (803) 666-3240 18199
Kellett/Stokes/Stokes 646 Fair View Road SIMPSONVILLE SC 29680-6708 (864) 967-4749 13818
Carrols LLC 2100 Winchester Place SPARTANBURG SC 29301-1545 (864) 576-4600 3778
Carrols LLC 1796 Asheville Highway SPARTANBURG SC 29303-2008 (864) 591-1100 4369
Carrols LLC 2200 Newcut Road SPARTANBURG SC 29303-6348 (864) 574-7425 6954
Carrols LLC 106 Sha Lane SPARTANBURG SC 29307-5543 (864) 591-0852 7445
Carolina Franchise Holding, LLC 1601 Old Trolley Road SUMMERVILLE SC 29485-8280 (3054) 131-8166 6420
Bigham/Bigham/Branstrom 1132 Broad Street SUMTER SC 29150-1908 (803) 469-2171 1122

109
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Bigham/Bigham/Branstrom 208 E Calhoun St SUMTER SC 29150-4326 (803) 775-3495 7864
Carrols LLC 2601 Locust Hill Road TAYLORS SC 29687-5837 (864) 801-8645 14754
Carrols LLC 6029 Wade Hampton Boulevard TAYLORS SC 29687-0000 (864) 877-0228 17020
Carrols LLC 6417 State Park Road TRAVELERS REST SC 29690-1633 (864) 834-5282 6153
Carrols LLC 508 Duncan Bypass Hwy 176 UNION SC 29379-0000 (803) 427-7294 6277
Carrols LLC 3820 Blue Ridge Boulevard WALHALLA SC 29691-2429 (864) 638-6561 9223
Cook, Sr. 1103 Bells Highway WALTERBORO SC 29488-0000 (843) 538-3735 9035
Carolina Franchise Holding, LLC 7604 Highway 25 North WARE SHOALS SC 29692 (305) 413-8184 10693
APPLEGREEN SOUTH CAROLINA (FTG), LLC 699 Main St WEST COLUMBIA SC 29170-1431 (803) 955-2250 9704
APPLEGREEN SOUTH CAROLINA (FTG), LLC 1928 Airport Blvd WEST COLUMBIA SC 29169-3509 (803) 939-9702 15394
APPLEGREEN SOUTH CAROLINA (FTG), LLC 3809 Sunset Blvd WEST COLUMBIA SC 29169-2435 (803) 936-0216 17616
Carolina Franchise Holding, LLC 1101 e main st WESTMINSTER SC 29693 (305) 413-8193 27212
Kellett/Stokes/Stokes 905 Greenville Drive WILLIAMSTON SC 29697-1131 (864) 847-7887 12430
Carolina Franchise Holding, LLC 265 US Hwy 321 WINNSBORO SC 29180 305-413-8173 27005
Carrols LLC 249 South Main Street WOODRUFF SC 29388-1851 (864) 476-3886 7047
Carrols LLC 1039 E Liberty St YORK SC 29745 (803) 684-9719 25229
NKS Restaurants, L. C. 908 6th Avenue, S. E. ABERDEEN SD 57401-6320 (605) 225-8891 1988
Velarde 1506 West Cedar BERESFORD SD 57004-1008 (605) 763-5091 11731
Velarde 1825 - 6th Street BROOKINGS SD 57006-1606 (605) 692-1333 2463
Army Air Force Exchange Services Building 4020, Lamay Blvd ELLSWORTH SD 57706-0000 (605) 923-1925 10815
Velarde 1900 Dakota Avenue South HURON SD 57350-4026 (605) 352-1791 9241
NKS Restaurants, L. C. 1617 North Main MITCHELL SD 57301-1018 (605) 996-7011 2082
Viking Restaurants, LLC 807 Grand Crossing West MOBRIDGE SD 57601-3102 (605) 845-3787 11871
Velarde 201 W. Sioux Ave. PIERRE SD 57501-2440 (605) 224-8113 6426
Velarde 1002 East North Street RAPID CITY SD 57701-1346 (1605) 348-2450 1587
Velarde 2110 La Crosse Street RAPID CITY SD 57701-7859 (1605) 348-2448 13274
Velarde 711 Jackson Boulevard RAPID CITY SD 57702-2527 (1605) 341-5777 13438
Velarde 1401 E. 10th Street SIOUX FALLS SD 57103-1719 (1605) 338-5599 1536
Velarde 2509 W. 41st Street SIOUX FALLS SD 57105-6106 (605) 338-7070 1755
Velarde 2507 West 12th Street SIOUX FALLS SD 57104-3814 (605) 332-5086 1870
Velarde 5200 North Cliff Avenue SIOUX FALLS SD 57104-0544 (605) 334-4580 4271
Velarde 5301 West 41st Street SIOUX FALLS SD 57106-1381 (605) 361-6600 5580
Velarde 401 West Russell Street SIOUX FALLS SD 57104-1469 (605) 334-6464 6298
Velarde 4900 West Empire Place SIOUX FALLS SD 57106-6500 (605) 362-0418 8816
Velarde 4407 East 26th Street SIOUX FALLS SD 57103-4136 (605) 371-4411 9087
Velarde 1221 E 57th St SIOUX FALLS SD 57108-5411 (605) 271-1993 17657
Velarde 5000 N Granite Ln SIOUX FALLS SD 57107-0847 (605) 271-2193 21422
Velarde 401 West 85th Street SIOUX FALLS SD 57108 (605) 271-1439 22892
Velarde 123 E. Utah Boulevard SPEARFISH SD 57783-2961 (1605) 642-4332 6780
Velarde 2610 Lazelle Street STURGIS SD 57785-2927 (1605) 347-3700 8270
Velarde 707 East Cherry Street VERMILLION SD 57069-2404 (605) 624-7070 8474
Velarde 1211 9th Avenue, S. E. WATERTOWN SD 57201-3838 (605) 886-4192 2194
Velarde 404 West Fourth Street YANKTON SD 57078-3901 (605) 665-1337 5091
Nashville Quality, LLC 115 Lindsay Street ALCOA TN 37701-2469 (865) 981-9313 9977
Carrols LLC 5300 Hickory Hollow Parkway ANTIOCH TN 37013-3110 (615) 731-7257 2722
TA Operating LLC 13011 Old Hickory Blvd ANTIOCH TN 37013-2412 (615) 641-6731 12621
Premier Kings of North Alabama, LLC 26383 Main Street ARDMORE TN 38449 (931) 427-9119 22814
Nashville Quality, LLC 10013 Hwy 64 ARLINGTON TN 38002 (901) 654-3359 25839
Berg/Berg 132 Monroe Place ASHLAND CITY TN 37015 (615) 792-4597 23316
Hometown Hospitality, LLC 2635 Decatur Pike ATHENS TN 37303-4940 (423) 745-0049 5873
Nashville Quality, LLC 10750 Hwy 51 South ATOKA TN 38004-6880 (901) 837-4100 16461
Nashville Quality, LLC 6700 Stage Road BARTLETT TN 38134-2837 (901) 383-8328 7349

110
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Clayton 100 Blountville ByPass BLOUNTVILLE TN 37617 (423) 323-2745 6643
CFH Novo Holdings, LLC 1397 Volunteer Parkway BRISTOL TN 37620-5709 (423) 797-4742 1088
Nashville Quality, LLC 318 East Main Street BROWNSVILLE TN 38012-4114 (731) 779-0974 11159
Carrols LLC 143 Highway 641 N CAMDEN TN 38320 (731) 584-8739 24885
Hometown Hospitality, LLC 676 Signal Mountain Road CHATTANOOGA TN 37405-1932 (423) 698-6271 3351
Hometown Hospitality, LLC 2119 East 23rd Street CHATTANOOGA TN 37404-5809 (423) 624-1633 5355
Hometown Hospitality, LLC 3401 Amnicola Highway CHATTANOOGA TN 37406-1761 (423) 698-1660 10574
Hometown Hospitality, LLC 7950 East Brainerd Road CHATTANOOGA TN 37421-4246 (423) 899-4149 11913
Hometown Hospitality, LLC 6236 Lee Hwy CHATTANOOGA TN 37421-0000 (423) 296-8102 16044
Hometown Hospitality, LLC 4850 Brainerd Rd CHATTANOOGA TN 37411-3831 (423) 710-3144 21300
Berg/Berg 3089 Wilma Rudolp Boulevard CLARKSVILLE TN 37040-5006 (931) 645-8751 4248
Berg/Berg 2227 Madison ST. CLARKSVILLE TN 37043-5287 (931) 647-4097 14530
Berg/Berg 2007 Fort Camppbell Blvd. CLARKSVILLE TN 37042 (931) 647-1814 14753
Berg/Berg 664 N Riverside Dr CLARKSVILLE TN 37040 (931) 645-5802 19097
Berg/Berg 3910 Trenton Rd CLARKSVILLE TN 37040-5613 (931) 553-0789 19680
Berg/Berg 2090 Wilma Rudolph Blvd CLARKSVILLE TN 37040-6620 (931) 645-8115 21744
Berg/Berg 1655 Hankook Rd CLARKSVILLE TN 37043 (931) 492-6159 25260
Hometown Hospitality, LLC 1445 25th Street CLEVELAND TN 37311-3608 (423) 478-3508 4959
Hometown Hospitality, LLC 1186 Perimeter Dr SE CLEVELAND TN 37323 (423) 458-4385 22574
Hometown Hospitality, LLC 960 Paul Huff Pkwy - NW CLEVELAND TN 37312 (423)584-6297 24504
Tennessee Operating Partners, LLC 275 Charles G. Seiver Blvd. CLINTON TN 37716-3928 (865) 457-0678 4308
Nashville Quality, LLC 2136 Charles Seivers Blvd CLINTON TN 37716 (866) 394-2493 24389
Nashville Quality, LLC 1250 West Poplar Ave COLLIERVILLE TN 38017-3103 (901) 853-9604 6478
Nashville Quality, LLC 1235 Trotwood Avenue COLUMBIA TN 38401-4801 (931) 381-1541 1569
Nashville Quality, LLC 2540 Nashville Highway COLUMBIA TN 38401-7237 (931) 486-1941 12967
Nashville Quality, LLC 1114 Nashville Hwy COLUMBIA TN 38401-2106 (931) 381-0332 16730
Nashville Quality, LLC 1564 Bear Creek Pike COLUMBIA TN 38401-7651 (931) 388-7863 21523
Nashville Quality, LLC 957 South Jefferson Avenue COOKEVILLE TN 38501-4017 (931) 526-3615 2161
Nashville Quality, LLC 250 West Spring Street COOKEVILLE TN 38501-3228 (931) 526-9677 3407
Nashville Quality, LLC 1310 East Spring Street COOKEVILLE TN 38501-4311 (931) 526-2276 13363
Nashville Quality, LLC 1765 N. Germantown Parkway CORDOVA TN 38016-5092 (901) 758-1173 7811
Nashville Quality, LLC 1662 Hwy 51 S. COVINGTON TN 38019-3223 (901) 476-6225 17339
Nashville Quality, LLC 1060 North Main Street CROSSVILLE TN 38555-4091 (931) 484-2729 5562
Hometown Hospitality, LLC 3600 Rhea County Hwy DAYTON TN 37321 423-428-9126 27087
Carrols LLC 103 Mathis Drive DICKSON TN 37055-2046 (615) 446-1778 4202
Nashville Quality, LLC 810 Highway 51- Bypass West DYERSBURG TN 38024-1840 (731) 287-9666 11792
Hometown Hospitality, LLC 6404 Ringgold Road EAST RIDGE TN 37412-3836 (423) 698-6271 2657
Nashville Quality, LLC 781 West Elk Avenue ELIZABETHTON TN 37643-2516 (423) 543-5972 3807
Carrols LLC 1911 Mallory Lane FRANKLIN TN 37067-8224 (615) 778-0219 11820
Carrols LLC 2009 Columbia Avenue FRANKLIN TN 37064-3923 (615) 591-3111 16289
Carrols LLC 841 Nashville Pike GALLATIN TN 37066-3103 (615) 206-0385 4320
Clayton 5029 Bobby Hicks Hwy GRAY TN 37615-6209 (423) 477-2411 6132
Carrols LLC 2131 Highway 41 South GREENBRIER TN 37073 (615) 927-1577 27773
Tennessee Operating Partners, LLC 1430 Highway 11e Byp GREENEVILLE TN 37743-4202 (423) 638-1050 4713
Carrols LLC 247 East Main Street HENDERSONVILLE TN 37075-2594 (615) 822-9270 2232
Carrols LLC 5231 Old Hickory Blvd HERMITAGE TN 37076-2571 (615) 871-4237 17537
Hometown Hospitality, LLC 4827 Hixson Pike HIXSON TN 37343-4448 (423) 877-3488 16672
Nashville Quality, LLC 471 East Main Street HOHENWALD TN 38462 (1931) 230-3137 27301
Brooks Restaurants, Inc 639 Old Hickory Boulevard JACKSON TN 38305-2966 (741) 664-9140 3414
Brooks Restaurants, Inc 462 South Highland Avenue JACKSON TN 38301-6891 (731) 422-9957 4008
Brooks Restaurants, Inc 38 Stonebrook Place JACKSON TN 38305-3643 (731) 660-9999 9999
Brooks Restaurants, Inc 2115 North Highland Avenue JACKSON TN 38305-4920 (731) 661-9991 11503

111
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Nashville Quality, LLC 2553 Christmasville Cove JACKSON TN 38305 (731) 265-6481 24272
Tennessee Operating Partners, LLC 152 East Broadway Bldv JEFFERSON CITY TN 37760-2902 (865) 475-6734 5963
Clayton 1910 S Roan St JOHNSON CITY TN 37601-7559 (423) 929-3222 3621
Clayton 100 East Jackson Boulevard JONESBOROUGH TN 37659-1222 (423) 753-0499 8994
Clayton 1540 East Stone Drive KINGSPORT TN 37660 (423) 247-3941 1015
Clayton 1209 North Eastman Road KINGSPORT TN 37664-3145 (423) 247-7787 4018
Clayton 4225 West Stone Drive KINGSPORT TN 37660 (423) 245-4600 5187
Clayton 315 Clinchfield St KINGSPORT TN 37660 (423) 765-2801 18802
Clayton 1332 S. John B. Dennis Hwy KINGSPORT TN 37660 (423) 247-5732 9413
Nashville Quality, LLC 7216 South Chapman Highway KNOXVILLE TN 37920-6610 (865) 573-4101 2025
Tennessee Operating Partners, LLC 6825 Maynardville Highway KNOXVILLE TN 37918-5310 (865) 922-9181 4066
Tennessee Operating Partners, LLC 8412 Kingston Pike KNOXVILLE TN 37919-5351 (865) 694-4677 4677
Tennessee Operating Partners, LLC 2806 North Broadway KNOXVILLE TN 37917-3807 (865) 525-4327 4986
Tennessee Operating Partners, LLC 319 Merchants Road KNOXVILLE TN 37912-3546 (865) 688-4591 5346
TA Operating LLC 615 Watt Road KNOXVILLE TN 37934-1112 (865) 966-6781 8723
Nashville Quality, LLC 5310 North Middlebrook Pike KNOXVILLE TN 37921-5910 (423) 558-0190 9233
Nashville Quality, LLC 5316 Millertown Pike KNOXVILLE TN 37924-2139 (865) 521-6911 9679
Nashville Quality, LLC 6706 Clinton Highway KNOXVILLE TN 37912-1018 (865) 938-2703 10649
Nashville Quality, LLC 7206 Region Lane KNOXVILLE TN 37914-9568 (865) 524-9500 11722
Nashville Quality, LLC 127 Northshore Drive KNOXVILLE TN 37919-4048 (865) 584-2881 12141
Nashville Quality, LLC 1605 Schaeffer Drive KNOXVILLE TN 37932-1522 (865) 769-8844 13449
Nashville Quality, LLC 9615 Kroger Park Dr KNOXVILLE TN 37922 (865) 500-7070 22625
Nashville Quality, LLC 711 E Emory Rd KNOXVILLE TN 37849 (865) 362-5350 24271
Nashville Quality, LLC 2942 Winfield Dunn Pkwy KODAK TN 37764-0000 (865) 932-4024 17117
Nashville Quality, LLC 2238 Jacksboro Pike LA FOLLETTE TN 37766-2903 (423) 201-9908 18925
Carrols LLC 5099 Murfreesboro Rd LA VERGNE TN 37086-2706 (615) 287-9220 13218
Carrols LLC 455 Hwy 52 Bypass W LAFAYETTE TN 37083 (615) 688-1400 24997
Premier Kings of North Alabama, LLC 1214 N, Locust Avenue LAWRENCEBURG TN 38464 (931) 244-6152 25817
Nashville Quality, LLC 106 North Cumberland LEBANON TN 37087-2717 (615) 444-7415 3924
Nashville Quality, LLC 100 Hartman Dr LEBANON TN 37087-2516 (615) 449-8644 6482
Nashville Quality, LLC 120 Simpson Road East LENOIR CITY TN 37772-6426 (865) 986-1836 11721
Nashville Quality, LLC 960 North Ellington Parkway LEWISBURG TN 37091-2225 (931) 359-1118 11088
Brooks Restaurants, Inc 620 West Church Street LEXINGTON TN 38351-1710 (731) 967-3778 12727
Nashville Quality, LLC 4305 Bradford Hicks Dr. LIVINGSTON TN 38570-0000 (931) 823-8303 21467
Premier Kings of North Alabama, LLC 103 N Military St LORETTO TN 38469 (931) 843-9176 29513
Nashville Quality, LLC 12000 TN-72 LOUDON TN 37774 (865) 314-3510 27515
Carrols LLC 331 North Gallatin Pk MADISON TN 37115-3703 (615) 865-1120 1105
Carrols LLC 2104 North Gallatin Pike MADISON TN 37115-2004 (615) 851-7245 5592
Carrols LLC 4521 US Highway 411 MADISONVILLE TN 37354 (423) 463-8056 28852
Hometown Hospitality, LLC 56 Expressway Drive MANCHESTER TN 37355-7300 (931) 728-5768 2786
Nashville Quality, LLC 854 University Street MARTIN TN 38237-1626 (731) 588-0350 11457
Tennessee Operating Partners, LLC 730 Foothills Boulevard MARYVILLE TN 37801-0000 (865) 983-7322 3691
Hometown Hospitality, LLC 1402 Sparta St MCMINNVILLE TN 37110-1728 (931) 473-6133 3379
Nashville Quality, LLC 1985 East Brooks Road MEMPHIS TN 38116-3601 (901) 345-5035 1213
Nashville Quality, LLC 5305 Winchester Road MEMPHIS TN 38118-5580 (901) 362-6565 3321
Nashville Quality, LLC 2090 Union Avenue MEMPHIS TN 38104-4234 (901) 274-4080 3860
Nashville Quality, LLC 4266 Elvis Presley Blvd. MEMPHIS TN 38116-6437 (901) 398-7017 3979
Nashville Quality, LLC 2884 Hickory Hill Road MEMPHIS TN 38115 (901) 370-4660 5202
Nashville Quality, LLC 2348 Lamar Avenue MEMPHIS TN 38114-3707 (901) 744-1524 5659
Nashville Quality, LLC 1027 Union Ave MEMPHIS TN 38104-3139 (901) 526-6596 6596
Nashville Quality, LLC 6869 Winchester MEMPHIS TN 38115-4401 (901) 368-0707 7206
Nashville Quality, LLC 3966 Park Avenue MEMPHIS TN 38111-7402 (901) 323-5043 7721

112
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Nashville Quality, LLC 2209 Frayser Boulevard MEMPHIS TN 38127-5754 (901) 357-2140 9000
Nashville Quality, LLC 3951 New Covington Pike MEMPHIS TN 38128-2509 (901) 385-2291 9002
Nashville Quality, LLC 1350 Sycamore View MEMPHIS TN 38134-0000 (901) 937-4045 9992
Nashville Quality, LLC 8535 Highway 64 MEMPHIS TN 38133-4111 (901) 388-2981 10304
Nashville Quality, LLC 3591 Lamar Avenue MEMPHIS TN 38118-2845 (901) 794-7613 11637
Nashville Quality, LLC 1330 Poplar Avenue MEMPHIS TN 38104-2005 (901) 722-9246 11846
Nashville Quality, LLC 6428 East Shelby Road MEMPHIS TN 38141-7703 (901) 360-0539 11920
Nashville Quality, LLC 2641 North Holywood MEMPHIS TN 38127-8803 (901) 357-7807 11934
Nashville Quality, LLC 1920 Kirby-Whitten Parkway MEMPHIS TN 38134-0000 (901) 381-2801 12561
Nashville Quality, LLC 4650 Millbranch Road MEMPHIS TN 38116-7404 (901) 396-9490 16016
Nashville Quality, LLC 4430 Summer Ave MEMPHIS TN 38122-4037 (901) 800-2614 20955
Nashville Quality, LLC 1153 N. Houston Levee Rd MEMPHIS TN 38130-0000 (901) 425-2880 21405
Brooks Restaurants, Inc 3053 South First Street MILAN TN 38358-3109 (731) 613-2520 3701
Nashville Quality, LLC 4663 Navy Road MILLINGTON TN 38053-1944 (901) 873-4264 4264
Nashville Quality, LLC 258 Stratton Avenue MONTEREY TN 38574-0000 (931) 839-6244 13254
Tennessee Operating Partners, LLC 202 W Morris Blvd MORRISTOWN TN 37813-2234 (423) 581-5672 1168
Nashville Quality, LLC 11547 Lebanon Road MOUNT JULIET TN 37122-5500 (615) 754-8390 6215
Nashville Quality, LLC 763 S Shady St Apt 421 MOUNTAIN CITY TN 37683-1829 (423) 727-5754 12942
Carrols LLC 1661 Middle Tennessee Blvd MURFREESBORO TN 37130-5114 (615) 893-5602 12638
Carrols LLC 819 Memorial Blvd MURFREESBORO TN 37129-2761 (615) 896-2555 16822
Carrols LLC 2462 S Church St MURFREESBORO TN 37127-5508 (615) 778-0219 17453
Berg/Berg 2407 New Salem Hwy MURFREESBORO TN 37128-5249 (615) 494-5283 21222
Berg/Berg 1524 N Rutherford Blvd MURFREESBORO TN 37130 (615) 867-7750 21404
Berg/Berg 2748 Old Fort Parkway MURFREESBORO TN 37128 (615) 410-3187 23308
Berg/Berg 1533 Joe B Jackson Parkway MURFREESBORO TN 37127 615-549-8767 24046
Carrols LLC 728 Gallatin Road NASHVILLE TN 37206-3235 (615) 228-0391 3940
Carrols LLC 7116 Highway 70 South NASHVILLE TN 37221-2901 (615) 646-3823 6479
Carrols LLC 454 Murfreesboro Road NASHVILLE TN 37210-2822 (615) 770-2964 6494
Carrols LLC 2305 Murfreesboro Pike NASHVILLE TN 37217-3314 (615) 361-4918 6646
Carrols LLC 2011 8th Ave S NASHVILLE TN 37204-2201 (615) 383-9504 6975
Carrols LLC 2388 Lebanon Pike NASHVILLE TN 37214-2411 (615) 883-2839 7117
Carrols LLC 14999 Old Hickory Boulevard NASHVILLE TN 37211-6412 (615) 832-8906 7153
Carrols LLC 5320 Charlotte Avenue NASHVILLE TN 37209-3033 (615) 292-8024 7282
Carrols LLC 363 Harding Place NASHVILLE TN 37211-3907 (615) 781-0231 7283
Carrols LLC 2950 Nolensville Road NASHVILLE TN 37211-2339 (615) 781-8466 8491
Carrols LLC 1501 Charlotte Avenue NASHVILLE TN 37203-2904 (615) 778-0219 12357
IRMG Burger Restaurants, Inc. 465 Opry Mills. Drive NASHVILLE TN 37214-2440 (615) 823-3150 13206
Berg/Berg 1510 Lebanon Pike NASHVILLE TN 37210 (1615) 393-6766 27771
Tennessee Operating Partners, LLC 836 Cosby Hwy NEWPORT TN 37821-3346 (423) 623-1260 4491
Tennessee Operating Partners, LLC 1040 Oak Ridge Turnpike OAK RIDGE TN 37830-6804 (865) 483-8991 599
Accordino 6670 HWY 64 OAKLAND TN 38060 901-426-3265 26041
Hometown Hospitality, LLC 5605 Little Debbie Parkway OOLTEWAH TN 37363-8399 (423) 238-7035 10795
Nashville Quality, LLC 1016 Mineral Wells Road PARIS TN 38242-4904 (731) 641-0164 5635
Nashville Quality, LLC 2560 Parkway Blvd. PIGEON FORGE TN 37863-3224 (423) 453-2615 5629
Nashville Quality, LLC Burger King, 2550 Veterans Blvd. PIGEON FORGE TN 37863 (865) 446-4614 22728
CFH Novo Holdings, LLC 5560 Highway 11e PINEY FLATS TN 37686-4435 423-391-7327 7509
Berg/Berg 6417 US Highway 41A PLEASANT VIEW TN 37146 615-761-9442 24944
Carrols LLC 301 Sandye Ave PORTLAND TN 37148 (615) 323-1651 24884
Carrols LLC 334 West College Street PULASKI TN 38478-3712 (931) 424-8068 11911
Nashville Quality, LLC 628 Us-51 RIPLEY TN 38063 (731) 419-3255 23845
Clayton 116 James Richardson Lane ROGERSVILLE TN 37857 (423) 272-4364 8011
Nashville Quality, LLC 160 Florence Road SAVANNAH TN 38372-2504 (731) 925-3151 12627

113
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Nashville Quality, LLC 645 Mulberry Avenue SELMER TN 38375-3242 (731) 646-1710 13210
Nashville Quality, LLC 412 Forks Of The River SEVIERVILLE TN 37862-3423 (865) 428-2999 4170
Nashville Quality, LLC 1231 Dolly Parton Pkwy SEVIERVILLE TN 37862-3712 (865) 429-1514 18642
Nashville Quality, LLC 11423 Chapman Hwy SEYMOUR TN 37865-5043 (865) 312-5626 20483
Nashville Quality, LLC 1100 North Main St SHELBYVILLE TN 37160-2310 (931) 684-9570 15256
Berg/Berg Almaville Road SMYRNA TN 37167 (615) 355-6534 21362
Carrols LLC 833 Industrial Blvd SMYRNA TN 37167 (615) 220-1608 24921
Hometown Hospitality, LLC 10180 Dayton Pike SODDY DAISY TN 37379-5408 (423) 451-0104 12002
Nashville Quality, LLC 554 West Bockman Way SPARTA TN 38583-1542 (931) 836-2464 10395
Nashville Quality, LLC 4883 Port Royal Rd SPRING HILL TN 37174 (931) 674-2208 24006
Carrols LLC 2018 Memorial Boulevard SPRINGFIELD TN 37172-3998 (615) 382-0083 6874
Hometown Hospitality, LLC 160 New Highway 68 SWEETWATER TN 37874-2793 423-371-4042 12111
Transfare II, LLC 1 Terminal Dr Nashville TN TN 37214 (1615) 275-4290 29305
Hometown Hospitality, LLC 1704 North Jackson Street TULLAHOMA TN 37388-2232 (931) 393-2089 6804
Nashville Quality, LLC 1700-A Reelfoot Avenue UNION CITY TN 38261-5550 (731) 884-0107 11849
Berg/Berg 303 W Main St. WAVERLY TN 37185 931-299-2958 25977
Transfare II, LLC 125 Wilkinson Lane WHITE HOUSE TN 37188 (615) 581-0820 23850
Hometown Hospitality, LLC 250 Dina Shore Boulevard WINCHESTER TN 37398-1418 (931) 967-9633 7662
Whitson Abilene, LLC 3901 N. First Street ABILENE TX 79603-6725 (325) 670-0668 1728
Whitson Abilene, LLC 3650 South Clack ABILENE TX 79606-8209 (325) 232-6011 7402
Whitson Abilene, LLC 1633 Antilley Road ABILENE TX 79606-5248 (325) 695-8590 10856
Army Air Force Exchange Services Bldg. 7322, 201 Avenue B ABILENE TX 79607-1412 (281) 361-3655 15687
Fritz Management, LLC 446 East Frontage Road ALAMO TX 78516-3705 (956) 781-7448 12385
Shonaz Foods, Inc. 1800 E Main St ALICE TX 78332-4141 (361) 668-3154 18614
Fritz Management, LLC 6920 E Highway 67 ALVARADO TX 76009-6800 (817) 783-3367 20193
Houston Foods, Inc. 1601 E. Hwy 6 ALVIN TX 77511 (281) 824-4314 22169
Dossani Paradise Investments, LLC 8417 N. US Hwy 287 ALVORD TX 76225-0000 (940) 427-2601 22027
Fritz Management, LLC 415 Amarillo Boulevard East AMARILLO TX 79107-5375 (806) 374-1011 1583
Fritz Management, LLC 1314 South Ross Street AMARILLO TX 79102-4412 (806) 373-8237 3432
Fritz Management, LLC 4210 I-40 West AMARILLO TX 79106-5919 (806) 353-8934 4796
Fritz Management, LLC 1800 South Georgia AMARILLO TX 79109-1851 (806) 353-2671 10952
TA Operating LLC 7000 East Interstate 40 AMARILLO TX 79118-6929 (806) 342-3080 12472
Fritz Management, LLC 4900 South Coulter AMARILLO TX 79119-6496 (806) 468-8309 13483
Houston Foods, Inc. 1209 East Mulberry ANGLETON TX 77515-3908 (979) 864-3766 4278
Ampler Burgers, LLC 2125 Antonio ANTHONY TX 79821-7150 (915) 886-2443 9828
Fritz Management, LLC 1520 North Cooper Street ARLINGTON TX 76011-5558 (817) 303-3225 9125
Fritz Management, LLC 3500 South Matlock ARLINGTON TX 76015-3603 (817) 417-4393 11057
Fritz Management, LLC 6240 Highway 287 ARLINGTON TX 76001-2800 817-561-9202 14399
Fritz Management, LLC 2302 E Pioneer Pkwy ARLINGTON TX 76010 (682) 277-1130 24443
Ampler Burgers, LLC 1004 East Tyler ATHENS TX 75751 (903) 675-3572 25385
Dossani Paradise Investments, LLC 299 U.S. 59 ATLANTA TX 75551 (430) 562-7070 23086
Shonaz Foods, Inc. 1001 East Ben White Boulevard AUSTIN TX 78704-7409 (512) 442-0115 2171
Shonaz Foods, Inc.* 13450 Highway 183 North AUSTIN TX 78750-3239 (512) 250-8094 3990
Shonaz Foods, Inc. 9523 North Lamar Boulevard AUSTIN TX 78753-4107 (512) 851-1800 4228
Shonaz Foods, Inc. 3906 Braker Lane AUSTIN TX 78759-5300 (512) 502-9860 9100
Shonaz Foods, Inc. 1905 Slaughter AUSTIN TX 78748-6218 (512) 282-7805 11575
Travis County Investments, LP* 7105 N Interstate 35 Apt 35 AUSTIN TX 78752 (512) 419-0403 16348
Shonaz Foods, Inc. 2500 E Riverside Dr AUSTIN TX 78741-3037 (512) 443-5599 17526
Sugarland Restaurants, LP 13542 W Highway 290 AUSTIN TX 78737-9399 (512) 288-2155 18555
Travis County Investments, LP Farm-to-Market 969 AUSTIN TX 78724 (512) 953-5826 21516
Travis County Investments, LP 13200 North Interstate Highway 35 AUSTIN TX 78753 (737) 222-5270 26752
Travis County Investments, LP 3001 Montopolis Dr AUSTIN TX 78741 (512) 386-7126 18358

114
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Ampler Burgers, LLC 1001 Boyd Street AZLE TX 76020 817-406-4009 27083
Fritz Management, LLC 12008 Elam Road BALCH SPRINGS TX 75180-2823 (972) 286-4251 4744
EBF Partners, LLC 979 Main St BANDERA TX 78003-3571 (830) 328-5052 21193
Travis County Investments, LP 300 W State Highway 71 BASTROP TX 78602 (512) 321-3616 24814
Kolkhorst Foods, LLC 4302 7th Street BAY CITY TX 77414 979-244-4360 26738
Houston Foods, Inc. 2207 North Alexander Drive BAYTOWN TX 77520-3433 (281) 422-4829 523
Houston Foods, Inc. 4502 Garth Road BAYTOWN TX 77521-2124 (281) 427-9544 6949
Houston Foods, Inc. 6425 Phelan Boulevard BEAUMONT TX 77706-6046 (409) 860-1600 3448
Houston Foods, Inc. 6135 Eastex Freeway, #2 BEAUMONT TX 77706-6703 (409) 924-7200 5694
Houston Foods, Inc. 2440 I-10 Frontage Road BEAUMONT TX 77703 (409) 898-1695 26117
Fritz Management, LLC 1200 Airport Freeway BEDFORD TX 76022-6771 (817) 571-7608 19060
Delrio Venture, LP 2300 N St. Mary's St. BEEVILLE TX 78102 (361) 542-4035 25617
Houston Foods, Inc. 5301 Bellaire Blvd. BELLAIRE TX 77401-3961 (713) 665-3050 1053
Ampler Burgers, LLC 206 North IH-35 BELTON TX 76513-3602 (254) 933-3866 13917
EBF Partners, LLC* 1327 South Main BOERNE TX 78006-2821 (830) 249-2573 9722
Dossani Paradise Investments, LLC 1801 North Highway 121 BONHAM TX 75418-2897 (903) 640-0024 11460
Landmark & Landmark Group, LLC 2007 S Bridge St. BRADY TX 76825 (325) 597-0291 23204
Kolkhorst Foods, LLC* 1101 N Park Street BRENHAM TX 77833 (979) 353-5538 23371
Houston Foods, Inc. 340 Fm 359 South BROOKSHIRE TX 77423-9001 (713) 375-6314 9931
Hollabaugh 518 Lubock Road BROWNFIELD TX 79316 (806) 637-4530 11828
Fritz Management, LLC 925 North Frontage Road BROWNSVILLE TX 78521-0000 (956) 542-1001 2477
Fritz Management, LLC 7411 Padre Island BROWNSVILLE TX 78521-3464 (956) 280-5262 9330
Fritz Management, LLC 3100 Boca Chica Boulevard BROWNSVILLE TX 78521-3510 (956) 544-4300 10849
Fritz Management, LLC 1300 Central BROWNSVILLE TX 78520-7506 (956) 544-5475 13002
Fritz Management, LLC 3585 West Alton Gore BROWNSVILLE TX 78526-0000 (956) 350-6290 13145
Fritz Management, LLC 3235 International Blvd. BROWNSVILLE TX 78521-3215 (956) 982-3945 13370
Landmark & Landmark Group, LLC 401 W Commerce St BROWNWOOD TX 76801-1701 (325) 643-1166 20569
Kolkhorst Foods, LLC 2401 East 29th Street BRYAN TX 77802 (979) 776-0246 15997
Kolkhorst Foods, LLC 2208 Highway 21 East BRYAN TX 77803 (979) 778-3480 16567
Shonaz Foods, Inc. 18600 IH-35 Frontage Road BUDA TX 78610-0000 (512) 295-5004 12220
Shonaz Foods, Inc. 15705 IH 35 S BUDA TX 78610-3517 (512) 295-2249 17718
Fritz Management, LLC 977 North Burleson Boulevard BURLESON TX 76028-2924 (817) 295-8010 7460
Fritz Management, LLC 1671 South Wilshire Blvd BURLESON TX 76028 (682) 990-2227 22171
Landmark & Landmark Group, LLC 1408 S Water Street BURNET TX 78611 (512) 715-0050 26891
Ampler Burgers, LLC 575 E State Highway 243 CANTON TX 75103 (903) 287-6271 28793
Fritz Management, LLC 1301 23rd street CANYON TX 79015 (806) 476-2100 25080
Fritz Management, LLC 1201 South Josey Lane CARROLLTON TX 75006-7321 (972) 418-9315 754
Fritz Management, LLC 3745 N. Josey Ln CARROLLTON TX 75007-2436 (972) 820-6710 3992
Fritz Management, LLC 4101 State Highway 121 CARROLLTON TX 75010-1119 (972) 394-9700 18194
Shonaz Foods, Inc. 713 N Bell Blvd Apt 183 CEDAR PARK TX 78613-2209 (512) 257-7315 9419
Houston Foods, Inc. 517 Sheldon Road CHANNELVIEW TX 77530 (281) 452-9931 4446
Kolkhorst Foods, LLC 9011 Highway 290 East CHAPPELL HILL TX 77426-6007 (979) 830-1118 16167
Houston Foods, Inc. 601 West Southline Street CLEVELAND TX 77328-5098 (281) 593-0337 10975
Ahmad/Jamshed 102 South Avenue G CLIFTON TX 76634-2133 (254) 675-6111 9039
Houston Foods, Inc. 1401 State Hwy 332, Space A CLUTE TX 77531-5137 (979) 266-8676 17892
Kolkhorst Foods, LLC 3129 Texas Avenue South COLLEGE STATION TX 77845-5049 (979) 693-7139 16364
14825 Franchises, LLC 2214 Highway 71 S COLUMBUS TX 78934-3104 (979) 732-2973 20172
Dossani Paradise Investments, LLC 1613 State Hwy 50 COMMERCE TX 75428 (903) 246-3265 25683
Houston Foods, Inc. 907 West Davis CONROE TX 77301-2708 (936) 441-6606 3088
Houston Foods, Inc. 804 North Loop 336 CONROE TX 77301-1150 (936) 441-3622 10665
Houston Foods, Inc. 3595 FM1488 CONROE TX 77384 (281) 786-0649 21618
Ampler Burgers, LLC 1001 East Highway 190 COPPERAS COVE TX 76522-2228 (254) 547-1825 2479

115
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Dossani Paradise Investments, LLC 8001 S Interstate 35 E, CORINTH TX 76210 (940) 498-2540 26924
Shonaz Foods, Inc. 13433 Leopard Road CORPUS CHRISTI TX 78410-4427 (361) 242-9558 12257
Shonaz Foods, Inc. 309 Ih 37 CORPUS CHRISTI TX 78401-2057 (361) 883-3777 15106
Shonaz Foods, Inc. 6610 Saratoga CORPUS CHRISTI TX 78414-3476 (361) 906-9500 15674
Shonaz Foods, Inc. 3941 Crosstown Expressway CORPUS CHRISTI TX 78416-0000 (361) 854-1700 15874
Shonaz Foods, Inc. 5288 Old Brownsville Road CORPUS CHRISTI TX 78405-3909 (361) 299-1770 16450
Shonaz Foods, Inc. 10241 SPID Building #3 CORPUS CHRISTI TX 78418-4463 (361) 939-7600 16690
Shonaz Foods, Inc. 4629 South Staples Drive CORPUS CHRISTI TX 78412 (361) 850-4550 24083
Corsicana Restaurant Services, LLC 3620 West State Highway 31 CORSICANA TX 75110 (903) 467-3040 23613
Ampler Burgers, LLC 940 East Loop 304 CROCKETT TX 75835 (936) 243-6309 26908
Houston Foods, Inc. 14037 Fm 2100 Rd CROSBY TX 77532-6153 (281) 462-4720 18793
Dossani Paradise Investments, LLC 11881 US-380 CROSSROADS TX 76227 (940) 488-5033 28313
TEXAS RESTAURANTS HOLDINGS, LLC 7011 Barker Cypress Road CYPRESS TX 77433-1209 (281) 859-4005 12604
Houston Foods, Inc. 12150 Cypress North Houston Rd CYPRESS TX 77429-2856 (832) 237-4646 16382
Houston Foods, Inc. 11750 Barker Cypress, Suite B CYPRESS TX 77433 (832) 653-2337 22500
Fritz Management, LLC 2525 West Davis DALLAS TX 75211-2622 (214) 943-9603 124
Fritz Management, LLC 11404 East Northwest Highway DALLAS TX 75218-1402 (214) 328-5009 757
Fritz Management, LLC 5575 Peterson Lane DALLAS TX 75240-5134 (972) 980-0655 929
Fritz Management, LLC 7300 S. Cockrell Hill Road DALLAS TX 75236-9651 (972) 296-0065 2486
Fritz Management, LLC 2441 Walnut Hill Lane DALLAS TX 75229-5628 (972) 243-1799 3092
Fritz Management, LLC 6085 Samuell Road DALLAS TX 75228-7116 (214) 324-3499 3997
Fritz Management, LLC 2341 Gus Thomasson Road DALLAS TX 75228-3004 (214) 320-3031 5443
Fritz Management, LLC 3020 West Mockingbird Lane DALLAS TX 75235-5807 (214) 357-3020 5910
Fritz Management, LLC 801 N. Industrial DALLAS TX 75207-4230 (214) 748-4077 6386
Fritz Management, LLC 102 East Jefferson Boulevard DALLAS TX 75203-2628 (214) 942-9101 11862
Fritz Management, LLC 8383 North Stemmons Freeway DALLAS TX 75247-4107 (214) 905-2072 12897
Fritz Management, LLC 6749 Abrams Road DALLAS TX 75231-7114 (214) 343-7933 13572
Fritz Management, LLC 11830 North Central Expressway DALLAS TX 75243-3712 (214) 575-8506 13816
TA Operating LLC 7751 Bonnieview Drive DALLAS TX 75241-7418 (469) 941-3150 13904
Fritz Management, LLC 3004 South Buckner Blvd. DALLAS TX 75227-5401 (214) 275-4070 16624
Army Air Force Exchange Services 3911 S Walton Walker Blvd DALLAS TX 75236-1509 (214) 312-3739 17153
Fritz Management, LLC 18511 Marsh Ln DALLAS TX 75287-4706 (972) 306-1999 17197
Fritz Management, LLC 2403 W Wheatland Rd DALLAS TX 75237-3610 (972) 296-2284 17710
Fritz Management, LLC 14010 Coit Rd DALLAS TX 75240-3706 (214) 570-8888 17795
Fritz Management, LLC 106 S Highway 67 DALLAS TX 75104-2701 (972) 293-2037 18017
Fritz Management, LLC 725 W Illinois Ave DALLAS TX 75224-1819 (214) 941-0693 18359
Fritz Management, LLC 10106 Lake June Rd DALLAS TX 75217-3042 (972) 913-8726 18902
Fritz Management, LLC 5119 Ross Ave DALLAS TX 75206-7708 (469) 334-0058 19651
Fritz Management, LLC 2207 E Ledbetter Dr DALLAS TX 75216 (214) 372-0752 20834
Fritz Management, LLC 2439 W Ledbetter Dr DALLAS TX 75233 (214) 623-0592 21400
Fritz Management, LLC 1548 N Cockrell Hill Rd DALLAS TX 75211-1316 (214) 467-1941 21420
Fritz Management, LLC 4820 W Illinois Ave DALLAS TX 75211 (972) 338-4470 25006
Houston Foods, Inc. 302 West Highway 90 DAYTON TX 77535-2518 (936) 258-9108 5231
Douglass Flash, Inc. 1105 South FM 51 DECATUR TX 76234-2432 (940) 627-8383 12146
Houston Foods, Inc. 1301 Center Street DEER PARK TX 77536-3501 (281) 479-4242 13391
Delrio Venture, LP 2204 Veterans Blvd DEL RIO TX 78840-3121 (830) 775-3346 3343
Delrio Venture, LP 1302 E Gibbs St DEL RIO TX 78840 (830) 313-7782 23550
Fritz Management, LLC 3120 F. M. 120 DENISON TX 75020-1249 (903) 465-6836 6502
Dossani Paradise Investments, LLC 2233 South Loop 288 DENTON TX 76205-4973 (940) 320-4142 3675
The University of North Texas 1155 Union Cir DENTON TX 76203-5017 (940) 565-2000 21480
TA Operating LLC 6420 N I 35 DENTON TX 76207 (940) 383-1458 25349
Dossani Paradise Investments, LLC 2215 West University Drive DENTON TX 76201 (940) 320-7553 26183

116
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Fritz Management, LLC 913 North Beckley DESOTO TX 75115-0000 (972) 224-7614 3664
Houston Foods, Inc. 5651 Fm 646 Rd W DICKINSON TX 77539-2628 (281) 337-7766 15733
Shonaz Foods, Inc. 17585 South IH 35 DILLEY TX 78017-0000 (830) 326-9022 16809
Fritz Management, LLC 807-D Frontage Road DONNA TX 78537-0000 (956) 464-0432 9951
Fritz Management, LLC 124 S. Dumas Avenue DUMAS TX 79029-3728 (806) 935-3435 3413
Tokaz/Tokaz 2280 Garrison Street EAGLE PASS TX 78852-5038 (830) 294-8001 5585
Delrio Venture, LP 2413 Del Rio Blvd EAGLE PASS TX 78852 (830) 776-5107 23561
Landmark & Landmark Group, LLC 424 Early Blvd. EARLY TX 76802 325 430 0200 25491
Law-Mac Ventures, LLC 11617 I-20 EASTLAND TX 76448 (254) 488-7041 28663
Fritz Management, LLC 1520 S. Closner Street EDINBURG TX 78539-5670 (210) 631-2332 6417
Fritz Management, LLC 1702 West University EDINBURG TX 78539-2848 (956) 318-5130 9880
Fritz Management, LLC 104 South Expressway 281 EDINBURG TX 78542-3831 (956) 318-1414 11573
Fritz Management, LLC 4006 South Mc Coll Road EDINBURG TX 78539-8202 (956) 664-9142 12431
Kolkhorst Foods, LLC 2102 N Mechanic St EL CAMPO TX 77437 (979) 275-1330 28739
Ampler Burgers, LLC 1135 North Yarbrough Drive EL PASO TX 79925-7901 (915) 300-0009 3367
Ampler Burgers, LLC 2809 Gateway West EL PASO TX 79903-3926 (915) 562-2130 4179
Ampler Burgers, LLC 10115 Rushing Street EL PASO TX 79924-3247 (915) 751-6205 4318
Ampler Burgers, LLC 5400 Dyer Street EL PASO TX 79904-6238 (915) 562-2376 4439
Ampler Burgers, LLC 7935 North Mesa EL PASO TX 79932-1625 (915) 584-1625 5967
Ampler Burgers, LLC 1840 Lee Trevino Dr. EL PASO TX 79936-4136 (915) 262-0087 6320
Ampler Burgers, LLC 6085 Montana EL PASO TX 79925-1826 (915) 779-5400 10282
Ampler Burgers, LLC 6002 North Mesa EL PASO TX 79912-4606 (915) 845-3999 10496
Ampler Burgers, LLC 1900 North Oregon EL PASO TX 79902-3351 (915) 533-8702 11076
Ampler Burgers, LLC 1870 Zaragoza Road EL PASO TX 79936-7911 (915) 849-1669 12000
Ampler Burgers, LLC 5640 Desert Boulevard, North EL PASO TX 79912-1636 (915) 585-2995 13884
Ampler Burgers, LLC 425 South El Paso Street EL PASO TX 79901-2317 (915) 545-1994 14565
Ampler Burgers, LLC 5431 Alameda Avenue EL PASO TX 79905-2915 (915) 775-1057 15842
Host Int'l, Inc 6701 CONVAIR RD EL PASO TX 79925-1099 (915) 772-5225 16352
Army Air Force Exchange Services 13471 Sgt. Major Boulevard EL PASO TX 79916-0000 (915) 566-8032 16798
Ampler Burgers, LLC 730 N Zaragoza Rd EL PASO TX 79907-4752 (915) 859-2184 17128
Ampler Burgers, LLC 1603 George Dieter Drive EL PASO TX 79936-5630 (915) 590-3322 17411
Army Air Force Exchange Services Building 1611 Fort Bliss Life Style EL PASO TX 79916-4500 (915) 562-3005 17539
Ampler Burgers, LLC 12120 Montana Ave, Ste B EL PASO TX 79938-4767 (915) 219-8010 17583
Ampler Burgers, LLC 9050 Dyer St EL PASO TX 79904-6239 (915) 751-7159 17896
Ampler Burgers, LLC 3587 N Zaragoza Blvd EL PASO TX 79938 (915) 257-1181 26698
Ampler Burgers, LLC 11199 Sean Haggerty Dr EL PASO TX 79934 915-500-3765 28775
Ampler Burgers, LLC 12121 Eastlake Blvd EL PASO TX 79928 (915) 493-6211 28777
Shonaz Foods, Inc. 20290 I. H. 37 South ELMENDORF TX 78112-9700 (210) 621-2509 8601
Fritz Management, LLC 101 North Kaufman ENNIS TX 75119-4134 (972) 875-1037 8300
Fritz Management, LLC 101 West Euless Boulevard EULESS TX 76040-4589 (817) 354-8252 13903
Ampler Burgers, LLC 299 Interstate 45 FAIRFIELD TX 75840-2451 (903) 389-9980 13073
Fritz Management, LLC 3204 SE Loop 820 TB FOREST HILL TX 76140 (682) 268-5950 28937
Army Air Force Exchange Services Bldg 196 Cassidy Road FORT BLISS TX 79916-0000 (915) 566-8633 17038
Army Air Force Exchange Services 21233 Torch St. FORT BLISS TX 79916-6700 (1915) 581-3233 18029
Army Air Force Exchange Services 33012 Battalion Ave FORT HOOD TX 76544-4817 (254) 532-2016 11467
Army Air Force Exchange Services Bldg 50000, Clear Creek Rd FORT HOOD TX 76544 (254) 532-1994 23163
Army Air Force Exchange Services 3600 George C Beach Ave FORT SAM HOUSTON TX 78234-7511 (210) 229-9112 9734
Army Air Force Exchange Services 1387 Hardee Road FORT SAM HOUSTON TX 78234-0000 (210) 221-3615 14755
Leads Partners, LTD. 2792 North Highway 18 FORT STOCKTON TX 79735-0000 (432) 336-8388 11574
Fritz Management, LLC 1670 East Chase Parkway FORT WORTH TX 76120-4434 (817) 303-3075 12033
Fritz Management, LLC 5721 Hulen FORT WORTH TX 76132-2402 (817) 423-8828 19072
Fritz Management, LLC 3112 E Berry St FORT WORTH TX 76105-4757 (817) 535-3117 20314

117
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Fritz Management, LLC 5454 Kennedale St # 5498 FORT WORTH TX 76140-1604 (817) 561-2548 20562
Fritz Management, LLC 730 W Seminary Dr FORT WORTH TX 76115 (682) 207-2500 22182
Fritz Management, LLC 8525 South Freeway FORT WORTH TX 76134 (682) 350-9550 24457
Fritz Management, LLC 200 W 820 Loop North FORT WORTH TX 76108 (817) 720-9996 25209
Fritz Management, LLC 3101 Golden Triangle Blvd FORT WORTH TX 76177 (817) 720-9997 25223
Ampler Burgers, LLC 5369 Sycamore School Rd FORT WORTH TX 76123 (682) 255-7054 28340
Hill Country Restaurant Services, LLC 1102 South State Highway 16 FREDERICKSBURG TX 78624 (830) 304-5464 24761
Fritz Management, LLC 8725 Preston Road FRISCO TX 75034-5666 (972) 335-1811 9065
Army Air Force Exchange Services Bldg 118, 761st Tank Battalion Ave FT HOOD TX 76544-0000 (254) 532-9970 14864
Ampler Burgers, LLC 4541 W. Bailey Boswell Rd FT WORTH TX 76179 (817) 778-0243 28626
Ampler Burgers, LLC 15933 North Freeway FT. WORTH TX 76177 817-886-9218 27082
Ampler Burgers, LLC 6960 Blue Mound Rd. FT. WORTH TX 76131 (682) 990-4518 27084
Fritz Management, LLC 2542 NE 30th Street FT. WORTH TX 76106 682-285-3030 27280
Dossani Paradise Investments, LLC 1711 North Interstate 35, GAINESVILLE TX 76240 (940) 641-3640 27028
Houston Foods, Inc. 5815 Broadway St GALVESTON TX 77551-4304 (409) 744-2109 19754
TA Operating LLC 802 E. York, Hwy 59 GANADO TX 77962 (361) 771-3504 26083
Fritz Management, LLC 522 North Plano Road GARLAND TX 75042-5908 (214) 227-5005 4398
Fritz Management, LLC 106 South First Street GARLAND TX 75040-7220 (972) 276-6599 5020
Fritz Management, LLC 3215 Broadway Blvd GARLAND TX 75043 (469) 609-8899 24998
Fritz Management, LLC 5621 Broadway Blvd, GARLAND, TX 75043 469-825-6110 28938
Landmark & Landmark Group, LLC 2733 State Highway 36 Business GATESVILLE TX 76528 (254) 865-5636 22598
Shonaz Foods, Inc. 100 River Oaks Cove GEORGETOWN TX 78626-5597 (737) 240-3500 11410
Kolkhorst Foods, LLC 476 E Austin St GIDDINGS TX 78942-3304 (979) 542-3059 19335
Fritz Management, LLC 1003 SW Big Bend Trl GLEN ROSE TX 76043-4420 (254) 897-4790 13740
Army Air Force Exchange Services Building 303 GOODFELLOW AFB TX 76908-0000 (325) 659-6613 7029
Fritz Management, LLC 1105 South Morgan GRANBURY TX 76048-1985 (817) 579-9120 4229
Fritz Management, LLC 4025 South Great Sw Parkway GRAND PRAIRIE TX 75052-3829 (972) 602-4355 9948
Fritz Management, LLC 915 North Beltline Road GRAND PRAIRIE TX 75050-5891 (972) 642-8652 13749
Fritz Management, LLC 850 E Pioneer Pkwy GRAND PRAIRIE TX 75051-5348 (972) 266-5333 17449
Fritz Management, LLC 5060 S State Highway 360 GRAND PRAIRIE TX 75052-8307 (972) 602-8355 17528
Grandview Group LLC 1003B E Criner St GRANDVIEW TX 76050 (817) 866-2140 20550
Greenville Restaurant Services, LLC 7315 Interstate Highway 30 GREENVILLE TX 75402-7120 (903) 458-9070 20671
Davis 151 Main Street GUN BARREL CITY TX 75156-5298 (903) 887-4231 9896
Fritz Management, LLC 3905 N.E. Loop 820 HALTOM CITY TX 76137-2419 (817) 428-4297 11809
Ampler Burgers, LLC 680 E knights Way HARKER HEIGHTS TX 76548 (254) 833-5204 25393
Fritz Management, LLC 1902 S 77 Sunshine Strip HARLINGEN TX 78550-8273 (210) 631-2332 4539
Fritz Management, LLC 1925 West Tyler HARLINGEN TX 78550-5938 (956) 428-7169 9444
San Antonio Restaurant Services 1, LLC 13045 Bandera RD HELOTES TX 78023-4601 (210) 368-2163 22136
Fritz Management, LLC 1005 W 1st HEREFORD TX 79045 (806) 591-2100 25007
Fritz Management, LLC 100 South International HIDALGO TX 78557-2815 (956) 843-5057 13286
TA Operating LLC 160 State Highway 77 HILLSBORO TX 76645-7461 (254) 283-6556 21649
EBF Partners, LLC 405 US Hwy 90 E HONDO TX 78861 (830) 584-2023 27279
Dossani Paradise Investments, LLC 580 Lone Star Drive HOOKS TX 75561 (903) 547-1057 26015
Ampler Burgers, LLC 14290 Horizon Blvd HORIZON CITY TX 79928-8582 (915) 852-7491 16216
Houston Foods, Inc. 1040 North Shepherd HOUSTON TX 77008-6529 (818) 703-1419 214
Shonaz Foods, Inc. 8003 Long Point Road HOUSTON TX 77055-2034 (713) 468-8434 266
Houston Foods, Inc. 6730 Harrisburg Boulevard HOUSTON TX 77011-4432 (713) 923-9345 345
Houston Foods, Inc. 5115 Kirby Drive HOUSTON TX 77098-5011 (713) 529-6912 365
Shonaz Foods, Inc. 10075 Long Point Road HOUSTON TX 77055-4001 (713) 468-8272 379
Houston Foods, Inc. 127 East Crosstimbers HOUSTON TX 77022-4415 (832) 968-8284 380
Houston Foods, Inc. 3040 Ella Boulevard HOUSTON TX 77018-7314 (713) 880-1748 571
Houston Foods, Inc. 4676 Bellfort Avenue HOUSTON TX 77051-2057 (713) 734-6440 644

118
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

TEXAS RESTAURANTS HOLDINGS, LLC 11935 Wilcrest HOUSTON TX 77031-1921 (281) 564-1997 818
Houston Foods, Inc. 5698 W. Little York Road HOUSTON TX 77091-1123 (281) 448-8069 831
Houston Foods, Inc. 4639 Irvington HOUSTON TX 77009-3345 (818) 703-1419 856
Houston Foods, Inc. 4212 Richmond Avenue HOUSTON TX 77027-6839 (346) 348-1361 880
Houston Foods, Inc. 2116 West Holcombe Blvd. HOUSTON TX 77030-3304 (818) 703-1419 949
Houston Foods, Inc. 9603 Bissonnet Boulevard HOUSTON TX 77036-8005 (713) 777-0366 960
Houston Foods, Inc. 3715 Little York Road HOUSTON TX 77093-3613 (281) 449-5466 1002
Houston Foods, Inc. 187 West Dyna Drive HOUSTON TX 77037-1121 (281) 448-0309 1158
Houston Foods, Inc. 12716 Hampstead Road HOUSTON TX 77092-4514 (713) 460-1151 1276
Houston Foods, Inc. 10205 E. Freeway HOUSTON TX 77029-1905 (713) 674-6449 2931
Houston Foods, Inc. 9349 South Main HOUSTON TX 77025-4552 (713) 661-7041 3122
TEXAS RESTAURANTS HOLDINGS, LLC 4755 Highway 6, North HOUSTON TX 77084-2714 (281) 550-8200 3143
Houston Foods, Inc. 11102 Fondren Road HOUSTON TX 77096-5506 (713) 988-2570 3339
TEXAS RESTAURANTS HOLDINGS, LLC 207 West Greens Road HOUSTON TX 77067-4603 (281) 875-2264 3737
Houston Foods, Inc. 6220 East Freeway HOUSTON TX 77020-6733 (713) 672-2421 3799
TEXAS RESTAURANTS HOLDINGS, LLC 12590 Bissonnet Street HOUSTON TX 77099-1330 (281) 498-4525 3812
TEXAS RESTAURANTS HOLDINGS, LLC 11930 Bellaire Boulevard HOUSTON TX 77072-2311 (281) 568-0379 3815
TEXAS RESTAURANTS HOLDINGS, LLC 22536 State Highway 249 HOUSTON TX 77070-1531 (832) 717-3585 4458
Houston Foods, Inc. 10991 Scarsdale Boulevard HOUSTON TX 77089-6028 (281) 484-9557 4708
Houston Foods, Inc. 1200 Broadway HOUSTON TX 77012-3714 (713) 928-5205 5176
Houston Foods, Inc. 3730 Scott Street HOUSTON TX 77004-4745 (713) 747-3446 5877
Pauly Restaurant Group, LTD 1154 Edgebrook Drive HOUSTON TX 77034-1804 (713) 941-5323 5936
TEXAS RESTAURANTS HOLDINGS, LLC 7406 Fondren Road HOUSTON TX 77074-3202 (713) 774-1101 5959
TEXAS RESTAURANTS HOLDINGS, LLC 5811 S. Gessner Dr. HOUSTON TX 77036-2605 (713) 977-0550 6188
TEXAS RESTAURANTS HOLDINGS, LLC 8404 Highway 6 South HOUSTON TX 77083-5707 (281) 988-6770 6483
TEXAS RESTAURANTS HOLDINGS, LLC 9519 Westheimer HOUSTON TX 77063-3369 (713) 784-2904 6484
TEXAS RESTAURANTS HOLDINGS, LLC 3211 E. Holcombe HOUSTON TX 77021-2118 (713) 747-0500 6650
Houston Foods, Inc. 7802 Highway 6 North HOUSTON TX 77095-1702 (281) 859-3284 6686
TEXAS RESTAURANTS HOLDINGS, LLC 14012 Stuebner Airline Rd. HOUSTON TX 77069-4610 (281) 893-7008 6965
TEXAS RESTAURANTS HOLDINGS, LLC 7607 West Tidwell Rd. HOUSTON TX 77040 (713) 996-7776 6997
TEXAS RESTAURANTS HOLDINGS, LLC 14501 Westheimer Highway HOUSTON TX 77077-5245 (281) 558-3304 7740
TEXAS RESTAURANTS HOLDINGS, LLC 603 FM 1960 West HOUSTON TX 77090-3007 (281) 537-6676 8729
TEXAS RESTAURANTS HOLDINGS, LLC 2615 South Dairy Ashford St HOUSTON TX 77082-2323 (281) 558-8382 9150
Piro 12929 Fm 1960 West HOUSTON TX 77065-4010 (281) 469-5599 9434
Houston Foods, Inc. 5605 North Shepherd HOUSTON TX 77091-4251 (713) 694-3204 9523
Houston Foods, Inc. 9501 Jensen Drive HOUSTON TX 77093-6316 (713) 694-9793 9983
Houston Foods, Inc. 8181 SW Sam Houston Pkwy HOUSTON TX 77072-0000 (713) 779-2476 10791
Shonaz Foods, Inc. 10680 Hammerly HOUSTON TX 77043-2302 (713) 461-7102 11463
Houston Foods, Inc. 1094 Federal Road HOUSTON TX 77015-4804 (713) 330-8836 11860
Houston Foods, Inc. 2803 Yale Street HOUSTON TX 77008-2121 (713) 864-9100 12222
Houston Foods, Inc. 5240 Aldine Mail Rt. & Hwy. 59 HOUSTON TX 77039-3804 (281) 227-7424 13165
TEXAS RESTAURANTS HOLDINGS, LLC 2808 North Sam Houston Pkwy W. HOUSTON TX 77038-1212 (281) 866-7220 13731
Houston Foods, Inc. 1950 North Sam Houston Parkway HOUSTON TX 77032-3042 (281) 219-0223 13797
Houston Foods, Inc. 7745 D S. Sam Houston Pkwy. E HOUSTON TX 77075-0000 (713) 991-2055 14299
Houston Foods, Inc. 1620 South Loop West HOUSTON TX 77054-4815 (713) 790-9848 14514
Houston Foods, Inc. 9009 Clinton Drive HOUSTON TX 77029-4311 (713) 675-0978 15400
Houston Foods, Inc. 5750 E Sam Houston Pkwy N. HOUSTON TX 77015-3256 (281) 452-2982 15503
Sugarland Restaurants, LP 10414 Richmond Avenue HOUSTON TX 77042 (713) 914-9803 15678
Houston Foods, Inc. 3009 Collingsworth St HOUSTON TX 77026-4641 (713) 675-0277 15740
Houston Foods, Inc. 4401 West 18th Street HOUSTON TX 77092-8502 (713) 688-2535 15753
Houston Foods, Inc. 5930 Richmond HOUSTON TX 77057-6317 (713) 914-9445 15944
Houston Foods, Inc. 7806 Bellfort HOUSTON TX 77061-1140 (713) 640-1727 16436

119
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Houston Foods, Inc. 330 A West Little York HOUSTON TX 77076-1303 (713) 692-9494 16854
Houston Foods, Inc. 2411 South Wayside Drive HOUSTON TX 77023-0000 (713) 928-2217 17030
Houston Foods, Inc. 6936 N Eldridge Pkwy HOUSTON TX 77041-2610 (713) 466-0775 17194
Houston Foods, Inc. 10801 S Post Oak Rd # A HOUSTON TX 77035-3101 (713) 723-7733 17322
TEXAS RESTAURANTS HOLDINGS, LLC 14504 Memorial Dr HOUSTON TX 77079-5408 (281) 589-1800 17450
Houston Foods, Inc. 5596 North Fwy HOUSTON TX 77076-4702 (346) 867-6100 17634
Houston Foods, Inc. 1823 W Mount Houston Rd HOUSTON TX 77038-3603 (281) 445-6601 17877
Houston Foods, Inc. 13535 S Post Oak Rd # C HOUSTON TX 77045-4007 (281) 888-4377 19252
Houston Foods, Inc. 11001A Fuqua HOUSTON TX 77089-2510 (713) 943-0544 19755
Houston Foods, Inc. 12404 Gessner Rd HOUSTON TX 77064 (346) 206-3146 22523
Houston Foods, Inc. 6815 Jensen Dr HOUSTON TX 77093 (713) 675-0277 22632
Houston Foods, Inc. 3405A S Sam Houston Pkwy E HOUSTON TX 77047 (281) 888-7257 24155
Houston Foods, Inc. 2316 Scott St HOUSTON TX 77004 713-655-0636 24327
Houston Foods, Inc. 19401 Aldine Westfield Rd HOUSTON TX 77073 (281) 645-4168 24328
Houston Foods, Inc. 11902 W Little York Rd HOUSTON TX 77041 (281) 617-7252 24488
Houston Foods, Inc. 113 Aldine Bender Rd HOUSTON TX 77060 (281) 617-7661 24530
Houston Foods, Inc. 5001 E. Crosstimbers St HOUSTON TX 77016 281-974-2477 26229
Houston Foods, Inc. 2902 Richey Street HOUSTON TX 77017 (346) 293-7636 27441
Houston Foods, Inc. 7011 Gulf Freeway HOUSTON TX 77087 (832) 696-0055 28051
Houston Foods, Inc. 10927 S Sam Houston Parkway W HOUSTON TX 77031 (832) 696-0090 28080
Patel/Patel/Patel 14001 State Highway 249 HOUSTON TX 77086 (281) 448-1163 4150
Houston Foods, Inc. 10035 Fm 1960 Rd W HUMBLE TX 77338-4230 (281) 446-2544 2494
Houston Foods, Inc. 6944 Fm 1960 Rd E HUMBLE TX 77346-2706 (281) 360-6500 4777
Houston Foods, Inc. 7015 N. Sam Houston Pkwy HUMBLE TX 77396-4180 (281) 441-8875 10480
Houston Foods, Inc. 6355 Will Clayton Parkway #C HUMBLE TX 77338-8131 (281) 810-9764 16569
Houston Foods, Inc. 9410 N Sam Houston Pkwy E #B HUMBLE TX 77396-2981 (281) 458-7212 17274
Houston Foods, Inc. 3813 Atascocita Road HUMBLE TX 77396-3534 (281) 446-0614 17635
Houston Foods, Inc. 17950 W Lake Houston Pkwy HUMBLE TX 77346-3967 (281) 570-6675 20756
Houston Foods, Inc. 21505 Aldine Westfield Rd # B HUMBLE TX 77338-1021 (281) 645-8314 21616
Houston Foods, Inc. 107 Interstate 45 South HUNTSVILLE TX 77340-4243 (936) 291-0438 4057
Fritz Management, LLC 1047 South I-45 Service Road HUTCHINS TX 75141 (214) 666-5476 22789
Fritz Management, LLC 2525 West Airport Freeway IRVING TX 75062-6018 (972) 255-6904 4568
Fritz Management, LLC 4095 North Beltline IRVING TX 75038-5044 (972) 257-0066 10317
Fritz Management, LLC 1950 Esters Road IRVING TX 75061-8010 (972) 870-7402 11417
Fritz Management, LLC 200 W Irving Blvd IRVING TX 75060-2919 (972) 253-1644 18043
Ampler Burgers, LLC 505 East Rusk JACKSONVILLE TX 75766 (903) 541-0510 25290
Travis County Investments, LP 11710 N I H 35 JARREL TX 76537 (512) 746-2484 16678
Houston Foods, Inc. 350 East Gibson JASPER TX 75951-5027 (409) 384-2880 3439
Ampler Burgers, LLC 997 Joshua Station Blvd JOSHUA TX 76058 (817) 900-9655 27632
TEXAS RESTAURANTS HOLDINGS, LLC 1709 Fry Road KATY TX 77449-3347 (281) 578-6374 4396
TEXAS RESTAURANTS HOLDINGS, LLC 603 South Mason Road KATY TX 77450-3419 (281) 579-9628 5827
TEXAS RESTAURANTS HOLDINGS, LLC Foodbrand Katy Mills Foodcourt KATY TX 77494-0000 (281) 391-5997 12823
Houston Foods, Inc. 25560 Kingsland Blvd KATY TX 77494-2002 (281) 396-4777 20843
Houston Foods, Inc. 19900 Keith Harrow KATY TX 77493 (281) 861-5121 25206
Houston Foods, Inc. 3021 W Grand Pkwy N KATY TX 77449 (346) 307-7456 26739
Ampler Burgers, LLC 700 E. Hwy 175 KAUFMAN TX 75142 (469) 327-5412 27415
Delrio Venture, LP 123 S Sunset Strip Street KENEDY TX 78119 (830) 583-8117 27440
Kerrville Restaurant Services LLC 611 Sidney Baker St KERRVILLE TX 78028-4555 (830) 895-1417 21502
Davis 803 Highway 259 North KILGORE TX 75662-6043 (903) 983-5396 11579
Ampler Burgers, LLC 505 East Rancier KILLEEN TX 76541-3548 (254) 526-5790 2807
Ampler Burgers, LLC 2902 Clear Creek Rd KILLEEN TX 76549 (254) 519-0777 23481
Ampler Burgers, LLC 3809 E. Stan Schlueter Loop KILLEEN TX 76542 (254) 680-4336 24689

120
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Ampler Burgers, LLC 1029 S Fort Hood St KILLEEN TX 76541 (254) 630-1909 28516
Shonaz Foods, Inc. 911 East King Street KINGSVILLE TX 78363-5866 (361) 592-4800 4243
Houston Foods, Inc. 2915 Lake Houston Parkway KINGWOOD TX 77339-5218 (281) 360-4424 7943
Fritz Management, LLC 1102 North Main LA FERIA TX 78559-6184 (956) 797-9546 13392
Houston Foods, Inc. 1102 Highway 146 South LA PORTE TX 77571-6120 (281) 471-8326 4717
Delrio Venture, LP* 14021 US Highway 87 LA VERNIA TX 78121 (830) 253-1701 25781
Army Air Force Exchange Services Building 1286 LACKLAND AFB TX 78236-0000 (210) 670-2766 5953
Army Air Force Exchange Services 1530 Femoyer St LACKLAND AFB TX 78236-5475 (210) 645-1229 13471
Houston Foods, Inc. 116 Highway 332 West LAKE JACKSON TX 77566-4014 (979) 297-2499 8574
Fritz Management, LLC 6625 Lake Worth Blvd LAKE WORTH TX 76135-2916 (817) 237-8023 16452
Landmark & Landmark Group, LLC 404 N Key Ave LAMPASAS TX 76550 (512) 564-5080 26971
Ampler Burgers, LLC 1402 Saunders Road LAREDO TX 78041-5833 953-516-7284 3983
Ampler Burgers, LLC 4601 San Bernardo Avenue LAREDO TX 78041-5719 (956) 602-0219 5019
Ampler Burgers, LLC 9810 Mines Road LAREDO TX 78045-8217 (956) 516-7840 8319
Ampler Burgers, LLC 801 West Lafayette Street LAREDO TX 78041-4724 (956) 516-7453 11338
Ampler Burgers, LLC 7515 Mcpherson Rd. LAREDO TX 78041-6514 (956) 568-2217 11414
Ampler Burgers, LLC 1419 Guadalupe LAREDO TX 78040-5344 (956) 516-7489 12275
Ampler Burgers, LLC 7045 IH-35 LAREDO TX 78041-0000 (956) 516-7451 13867
Ampler Burgers, LLC 1301 Farragut LAREDO TX 78040-4902 (956) 516-7369 14016
TA Operating LLC 1010 Beltway Pkwy LAREDO TX 78045-3626 (956) 724-2106 15578
Ampler Burgers, LLC 4407 Highway 83 South LAREDO TX 78046-0000 (956) 462-5667 15756
Ampler Burgers, LLC 1920 Shiloh Dr. LAREDO TX 78045 956-462-5092 26665
Ampler Burgers, LLC 5300 San Dario Avenue LAREDO TX 78041 956-602-0204 27862
VeralKing, L.L.C. 3034 Marina Bay Drive LEAGUE CITY TX 77573-2768 (281) 535-9513 14716
Houston Foods, Inc. 4898 West Main Street LEAGUE CITY TX 77573 (281) 525-6158 22559
Travis County Investments, LP 651 N US HWY 183 LEANDER TX 78641 512-548-6688 25783
Hollabaugh 1304 College Avenue LEVELLAND TX 79336 (806) 894-2595 6541
Fritz Management, LLC 1104 West Main Street LEWISVILLE TX 75067-3473 (972) 906-5813 862
Fritz Management, LLC 1313 South Highway 121 LEWISVILLE TX 75067-5902 (972) 906-5660 5599
Fritz Management, LLC 908 West Valley Ridge Boulevard LEWISVILLE TX 75077-2991 (972) 221-1854 13846
Davis 3404 South Main LINDALE TX 75771-7728 (903) 566-4900 4279
Fritz Management, LLC 2776 Eldorado Parkway LITTLE ELM TX 75068-0000 (469) 362-0190 16546
Travis County Investments, LP 8131 Pat Booker Rd LIVE OAK TX 78233 (210) 637-1263 20533
Houston Foods, Inc. 1525 West Church Street LIVINGSTON TX 77351 (936) 327-3081 3655
Ampler Burgers, LLC 3511 Mc Cann Road LONGVIEW TX 75605-4421 (903) 753-0513 3630
Ampler Burgers, LLC 3306 South Eastman Road LONGVIEW TX 75602-4530 (903) 758-9449 5316
Ampler Burgers, LLC 1623 W. Loop 281 LONGVIEW TX 75604-2732 (903) 297-9937 5826
Ampler Burgers, LLC 701-A W. Marshall Avenue LONGVIEW TX 75601-6218 (903) 553-0244 13191
Fritz Management, LLC 5112 Slide Road LUBBOCK TX 79414-3722 (806) 797-5831 1320
Fritz Management, LLC 7006 University Avenue LUBBOCK TX 79413-6336 (806) 745-8717 3676
Fritz Management, LLC 6003 West 19th Street LUBBOCK TX 79407-1631 (806) 797-2919 4634
Fritz Management, LLC 2002 50th Street LUBBOCK TX 79412-2708 (806) 762-0960 5145
Fritz Management, LLC 4202 82nd Street LUBBOCK TX 79423-1916 (806) 791-1153 5934
Host Int'l, Inc 5401 N MARTIN LUTHER KING BLVD LUBBOCK TX 79403-9714 (806) 763-8278 13148
Fritz Management, LLC 1804 4th Street LUBBOCK TX 79415-0000 (806) 252-6027 16653
Fritz Management, LLC 5212 4th Street LUBBOCK TX 79416 (806) 412-6300 23128
Davis 209 S. Timberland Drive LUFKIN TX 75901-4065 (409) 634-3035 2151
Davis 2402 South First Street LUFKIN TX 75901-7104 (936) 632-9718 15787
Houston Foods, Inc. 112 S LHS Drive LUMBERTON TX 77657 409-227-4562 26337
Delrio Venture, LP 19380 McDonald Street LYTLE TX 78052 (830) 772-6160 26737
Houston Foods, Inc. 18665 FM 1488 MAGNOLIA TX 77354 (281) 252-4232 15343
Houston Foods, Inc. 787 Honea Egypt Rd MAGNOLIA TX 77354-2395 (346) 703-2925 21607

121
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Fritz Management, LLC 3151 Matlock Road MANSFIELD TX 76063-5036 (817) 477-0700 13739
Houston Foods, Inc. 17657 Highway 6 South MANVEL TX 77578-3747 (281) 692-1868 10547
Hill Country Restaurant Services, LLC 904 US-281 MARBLE FALLS TX 78654 (830) 220-5073 24181
Davis 1310 Pinecrest Dr E MARSHALL TX 75670-7356 (903) 938-3062 3062
Ahmad/Jamshed 307 West Mcgregor Drive MC GREGOR TX 76657-1328 (254) 840-4046 10803
Fritz Management, LLC 1101 S 10th St MCALLEN TX 78501-5043 (956) 687-4926 1904
Fritz Management, LLC 1700 N 23rd St MCALLEN TX 78501-6120 (956) 630-4594 4824
Fritz Management, LLC 700 W Nolana Ave MCALLEN TX 78504-3013 (956) 630-6108 7354
Fritz Management, LLC 2313 W Military Hwy MCALLEN TX 78503-8922 (956) 618-5030 9688
Fritz Management, LLC 7209 N 23rd St MCALLEN TX 78504-3908 (956) 686-8200 13425
Fritz Management, LLC 3700 Buddy Owens Ave MCALLEN TX 78504-5332 (956) 686-7256 16761
Kostel/Kostel 1700 W. University MCKINNEY TX 75069 (972) 562-6460 6460
Fritz Management, LLC 6510 Highway 121 MCKINNEY TX 75070 (469) 301-1240 21619
Ampler Burgers, LLC 2651 Sam Rayburn HWY, MELISSA TX 75454 (469) 598-0961 28174
Fritz Management, LLC 16000 Lbj Fwy MESQUITE TX 75150-1522 (972) 681-9077 6501
Fritz Management, LLC 1730 Military Pkwy MESQUITE TX 75149-3626 (972) 288-2220 18414
Fritz Management, LLC 1933 N Town East Blvd MESQUITE TX 75150-4035 (972) 698-0766 18538
Ampler Burgers, LLC 2104 N. Galloway Avenue MESQUITE TX 75150 (972) 865-4449 28312
Ampler Burgers, LLC 704 E. Milam Street, MEXIA TX 76667 (254) 355-3883 26719
Whitson Foods, L.P. 710 Andrews Highway MIDLAND TX 79701-5658 (432) 685-0991 1607
Whitson Foods, L.P.* 4805 N. Midkiff MIDLAND TX 79705-2567 (432) 685-5474 4086
Leads Partners, LTD. 2701 S. Rankin MIDLAND TX 79706 432-253-2473 24053
Ampler Burgers, LLC 2251 FM 663 MIDLOTHIAN TX 76065 (469) 672-5226 28514
Fritz Management, LLC 2414 East Expressway 83 MISSION TX 78572-8101 (210) 631-2332 7183
Fritz Management, LLC 2301 North Conway MISSION TX 78574-2346 (956) 580-0050 9519
Houston Foods, Inc. 2207 Texas Parkway MISSOURI CITY TX 77489-4009 (281) 499-0800 3540
Houston Foods, Inc. 1254 F.M. 1092 MISSOURI CITY TX 77459-1542 (281) 845-3230 16371
Houston Foods, Inc. 10210 Highway 6 MISSOURI CITY TX 77459-4734 (281) 431-7744 17425
Law-Mac Ventures, LLC 1904 S. Stockton Ave MONAHANS TX 79756 (432) 943-2111 25922
Houston Foods, Inc. 13113 Interstate 10 E MONT BELVIEU TX 77523 281-628-7930 25646
Kolkhorst Foods, LLC 20180 Eva Street MONTGOMERY TX 77356 (936) 597-3027 24329
Fritz Management, LLC 2000 North Jefferson Avenue MOUNT PLEASANT TX 75455-2337 (903) 577-5613 3101
Davis 2921 North Street NACOGDOCHES TX 75965-2861 (936) 560-1012 2110
Davis 3819 South Street NACOGDOCHES TX 75964-7247 (936) 564-3730 16906
Dossani Paradise Investments, LLC 1970 N. Kings Hwy NASH TX 75569-2104 (903) 831-6999 10358
Kolkhorst Foods, LLC 1605 E Washington Ave NAVASOTA TX 77868 (1936) 825-2911 27521
Houston Foods, Inc. 3619 Nederland Ave NEDERLAND TX 77627-7241 (409) 722-1742 17687
Dossani Paradise Investments, LLC 900 N McCoy Blvd NEW BOSTON TX 75570 (903) 628-6079 24008
Shonaz Foods, Inc. 236 W I H 35 NEW BRAUNFELS TX 78130-3823 (830) 627-7311 5005
Shonaz Foods, Inc. 101 FM 306 NEW BRAUNFELS TX 78130-2559 (830) 625-1430 11749
Houston Foods, Inc. 20185 US 59 NEW CANEY TX 77357 (346) 799-5980 29474
14825 Franchises, LLC 6505D Fm 1374 Rd NEW WAVERLY TX 77358-3937 (346) 299-9338 17221
Fritz Management, LLC 4940 N Garland Ave NORTH GARLAND TX 75040 (972) 468-8020 24999
Fritz Management, LLC 7047 Boulevard 26 NORTH RICHLAND HILLS TX 76180 (817) 576-8090 25000
Leads Partners, LTD. 1920 East 42 Street ODESSA TX 79762-5840 (432) 550-3833 2484
Leads Partners, LTD.* 1625 N County Rd W ODESSA TX 79763-2960 (432) 580-7713 3719
Houston Foods, Inc. 2302 Highway 62 South ORANGE TX 77630 (409) 330-4425 25348
Houston Foods, Inc. 2508 MacArthur Drive ORANGE TX 77630 (409) 670-9818 25780
Ampler Burgers, LLC 2901 S. Loop 256 PALESTINE TX 75801 (903) 729-1019 26089
Fritz Management, LLC 2120 North La Homa Road PALMVIEW TX 78572-0000 (956) 584-0125 9689
Dossani Paradise Investments, LLC 3590 Lamar PARIS TX 75460-5026 (903) 784-3383 2390
Houston Foods, Inc. 1316-A Southmore PASADENA TX 77502-0000 (713) 472-8872 1167

122
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Houston Foods, Inc. 7509 Spencer Highway PASADENA TX 77505-1901 (281) 884-8454 4367
Pauly Restaurant Group, LTD 5475 Fairmont Parkway PASADENA TX 77505-3805 (281) 991-0547 10459
Kusum Foods, Inc. 3503 East Broadway PEARLAND TX 77581-4306 (281) 997-5559 3130
Houston Foods, Inc. 11310 Broadway Street PEARLAND TX 77584-9791 (713) 436-9407 16519
Houston Foods, Inc. 8210 Broadway St PEARLAND TX 77581-7763 (281) 412-3700 17370
Houston Foods, Inc. 12825 Shadow Creek Parkway PEARLAND TX 77584 (346) 570-2674 23876
TA Operating LLC 110 S Interstate 35 PEARSALL TX 78061 (866) 394-2493 24009
Law-Mac Ventures, LLC 105 Lincoln St PECOS TX 79772 432-445-5464 25909
Travis County Investments, LP 1420 W Wells Branch Pkwy PFLUGERVILLE TX 78660 (512) 252-8276 21221
Fritz Management, LLC 400 North Jackson Road PHARR TX 78577-2120 (956) 631-2332 3245
Fritz Management, LLC 1200 E Interstate 2 PHARR TX 78577-6528 (956) 631-2332 8322
Fritz Management, LLC 101 West Nolana Loop PHARR TX 78577-7873 (956) 702-9119 9930
Fritz Management, LLC 2511 South Cage PHARR TX 78577-6852 (956) 702-0238 16479
Hollabaugh 1003 North Interstate 27 PLAINVIEW TX 79072 (806) 296-2245 5265
Kostel/Kostel 2009 Coit Road PLANO TX 75075 (972) 964-0838 4851
Morgan GK, Inc. 8720 Ohio PLANO TX 75024 (972) 377-7772 13192
Fritz Management, LLC 2565 E President George Bush Hwy PLANO TX 75074-8356 (972) 578-0347 17071
Fritz Management, LLC 3332 K Ave PLANO TX 75074 (469) 666-8900 24436
Shonaz Foods, Inc. 2095 West Oaklawn PLEASANTON TX 78064-4608 (830) 266-9262 13189
Houston Foods, Inc. 3301 Twin City Highway PORT ARTHUR TX 77642-2101 (409) 963-1009 5094
Houston Foods, Inc. 24571 Fm 1314 East PORTER TX 77365-4207 (281) 354-5180 4770
Prosper ISD 301 Eagle Drive PROSPER TX 75078-8678 (469) 219-2184 19704
Fritz Management, LLC 4355 E University Dr PROSPER TX 75078-9166 (972) 347-6133 20942
Dossani Paradise Investments, LLC 8909 STATE HIGHWAY 34 SOUTH QUINLAN TX 75474 (903) 356-0524 27958
Fritz Management, LLC 103 Ovilla Road RED OAK TX 75154-2490 (972) 576-2087 18929
Shonaz Foods, Inc. 719 Victoria Highway REFUGIO TX 78377-0000 (361) 526-1339 15124
Fritz Management, LLC 177 West Campbell Road RICHARDSON TX 75080-0000 (972) 238-7891 4599
Houston Foods, Inc. 1750 Crabb River Road RICHMOND TX 77469-5632 (281) 343-7288 11863
TEXAS RESTAURANTS HOLDINGS, LLC 24914 Fm 1093 Rd RICHMOND TX 77406-3614 (281) 391-3815 19485
Fritz Management, LLC 1100 East Main Street RIO GRANDE CITY TX 78582-4601 (956) 488-1402 11752
Fritz Management, LLC 2605 Jacksboro Hwy RIVER OAKS TX 76114-2242 (817) 740-0305 19838
Shonaz Foods, Inc. 6246 S. Hwy 77 RIVIERA TX 78379-0000 (361) 296-3150 16828
TA Operating LLC 2105 South Goliad ROCKWALL TX 75032-4821 (972) 722-7450 14725
Fritz Management, LLC 390 E Grant St ROMA TX 78584-8221 (956) 849-5806 12501
Houston Foods, Inc. 5141 Ave. H ROSENBERG TX 77471-2013 (832) 363-3472 6341
Houston Foods, Inc. 3118 First Street ROSENBERG TX 77471-5831 (281) 762-1592 8909
Houston Foods, Inc. 23718 Commercial Dr ROSENBERG TX 77471-6200 (281) 239-8100 17424
Houston Foods, Inc. 15013 Hwy 6 ROSHARON TX 77583 (281) 915-5987 24160
Houston Foods, Inc. 2390 E. FM 1462 ROSHARON TX 77583 (281) 369-0876 27520
Shonaz Foods, Inc. 2500 S I H 35 ROUND ROCK TX 78681-7906 (512) 388-7420 5293
Travis County Investments, LP 4410 Sunrise Rd ROUND ROCK TX 78665 (512) 388-9579 16620
Dossani Paradise Investments, LLC* 440 W. Interstate 30 ROYSE CITY TX 75189 (972) 635-2920 24875
EBF Partners, LLC 103 Fisher Ave W SABINAL TX 78881 (830) 988-5009 25693
Whitson Hill Country, LLC 3333 Knickerbocker Road SAN ANGELO TX 76904-6812 (325) 949-1631 2054
Whitson Hill Country, LLC 102 North Abe SAN ANGELO TX 76903-5767 (325) 653-4201 13159
Shonaz Foods, Inc. 4618 Rittiman Road SAN ANTONIO TX 78218-4628 (210) 666-8006 2714
Shonaz Foods, Inc. 8296 Marbach Road SAN ANTONIO TX 78227-1600 (210) 675-0511 4995
Shonaz Foods, Inc. 211 S. W. Military Drive SAN ANTONIO TX 78221-1615 (210) 809-6862 4996
Shonaz Foods, Inc. 5007 North West Loop 410 SAN ANTONIO TX 78229-5313 (416) 492-8440 8489
Shonaz Foods, Inc. 16711 Nacagdoches Road SAN ANTONIO TX 78266-2801 (210) 651-9759 8975
Shonaz Foods, Inc. 5562 Tezel Road SAN ANTONIO TX 78250-4194 (210) 684-3241 8999
Shonaz Foods, Inc. 5218 Dezavala Road SAN ANTONIO TX 78249-1713 (210) 558-7111 9061

123
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Shonaz Foods, Inc. 3400 Fredricksburg SAN ANTONIO TX 78201-3847 (210) 809-6872 9721
TA Operating LLC 6170 I.H. 10 East SAN ANTONIO TX 78219-4507 (210) 310-0145 12783
Shonaz Foods, Inc. 2732 Military Drive SW SAN ANTONIO TX 78224-1001 (210) 932-0016 13190
Shonaz Foods, Inc. 4520 West Commerce SAN ANTONIO TX 78237-1668 (210) 809-6892 14522
Shonaz Foods, Inc. 3102 Goliad Road SAN ANTONIO TX 78223-4337 (210) 333-5157 15552
Sugarland Restaurants, LP 1515 North New Braunfels Ave SAN ANTONIO TX 78208-2010 (210) 626-8044 15743
Shonaz Foods, Inc. 7997 Bandera Rd. SAN ANTONIO TX 78250-6511 (210) 809-6882 16069
Shonaz Foods, Inc. 10903 Potranco Rd. SAN ANTONIO TX 78251-3340 (210) 680-0456 16070
Shonaz Foods, Inc. 1874 S WW White Rd SAN ANTONIO TX 78220-4743 (210) 333-3100 16745
Shonaz Foods, Inc. 420 Valley Hi SAN ANTONIO TX 78227-4604 (210) 673-3900 16746
Shonaz Foods, Inc. 11006 FM 471 SAN ANTONIO TX 78253-0000 (210) 688-2134 17016
Army Air Force Exchange Services AAFES Mini-mall, BLDG 5184, RR2 SAN ANTONIO TX 78257-9544 (210) 698-1121 18002
West Avenue and Loop 410, LLC 6003 West Avenue SAN ANTONIO TX 78213-0000 (210) 340-0792 19558
Huebner, LLC 2002 N Loop 1604 W SAN ANTONIO TX 78248-4547 (210) 474-0216 19965
Travis County Investments, LP 8922 Airport Blvd SAN ANTONIO TX 78216 (210) 462-1514 24916
Shonaz Foods, Inc. 6359 Rittiman Rd SAN ANTONIO TX 78218 (210) 904-2100 25009
San Antonio Restaurant Services 1, LLC 822 Evans Road Suite 107 SAN ANTONIO TX 78258 (210) 481-9874 25593
Steven’s Ranch Restaurant Services, LLC 14235 Potranco Road SAN ANTONIO TX 78254 (210) 474-0695 26741
EBF Partners, LLC 22119 Bulverde Road SAN ANTONIO TX 78259 (210) 233-8601 27029
Travis County Investments, LP 8767 SH 151 SAN ANTONIO TX 78245 (210) 251-3002 27134
Army Air Force Exchange Services 2449 Winfield Scott Rd SAN ANTONIO TX 78234 (214) 312-6310 27327
Fritz Management, LLC 601 South Sam Houston SAN BENITO TX 78586-3874 (956) 361-9797 11180
Shonaz Foods, Inc. 1012 Highway 123 SAN MARCOS TX 78666-7739 (512) 392-2381 9695
14825 Franchises, LLC 2007 Highway 36 S SEALY TX 77474-4218 (979) 885-6657 18153
Beeville Texas Food, LLC 550 South Highway 123 Bypass SEGUIN TX 78155-9752 (830) 379-1800 19759
Delrio Venture, LP 1200 Hwy 46 N SEGUIN TX 78155 (830) 491-5112 28727
Army Air Force Exchange Services Avenue E at Third Avenue SHEPPARD AFB TX 76311-0000 (940) 855-7406 13989
Fritz Management, LLC 1213 North Travis Street SHERMAN TX 75090-5028 (903) 868-1820 4381
Rip Griffin Truck Service Center, Inc. Highway 180 And 84 SNYDER TX 79549-0000 (325) 573-8695 8695
Ampler Burgers, LLC 10690 North Loop Road SOCORRO TX 79927-4613 (915) 790-1800 13671
Houston Foods, Inc. 1621 Spencer Hwy SOUTH HOUSTON TX 77587-3762 (713) 910-0491 17747
Fritz Management, LLC 125 North Kimbal Avenue SOUTHLAKE TX 76092-8001 682-223-2550 13815
TEXAS RESTAURANTS HOLDINGS, LLC 18219 Kuykendahl Road SPRING TX 77379-8155 (832) 717-3547 3948
TEXAS RESTAURANTS HOLDINGS, LLC 444 East Cypresswood Drive SPRING TX 77373-3056 (281) 288-8615 9954
Houston Foods, Inc. 8523 Spring Cypress Rd SPRING TX 77379-3130 (281) 257-2882 17045
Shonaz Foods, Inc. 740 Sawdust Rd. SPRING TX 77380-2146 (832) 813-8053 17400
Houston Foods, Inc. 2331 Rayford Rd SPRING TX 77386-1708 (281) 419-4285 17836
TEXAS RESTAURANTS HOLDINGS, LLC 2215 Spring Stuebner Rd SPRING TX 77389 (281) 475-8280 29002
Bulverde Restaurant Services, LLC 334 Singing Oaks SPRING BRANCH TX 78070 (830) 438-3355 22766
Landmark & Landmark Group, LLC 3030 West Washington St STEPHENVILLE TX 76401 (254) 918-7264 24119
Houston Foods, Inc. 3549 Highway 6 SUGAR LAND TX 77478-4465 (281) 265-0845 5899
TEXAS RESTAURANTS HOLDINGS, LLC 11765 Highway 6 SUGAR LAND TX 77498-5721 (281) 491-2462 13321
Houston Foods, Inc. 12401 West Airport SUGAR LAND TX 77478-6219 (281) 242-0415 17336
Fritz Management, LLC 209 East Shannon Road SULPHUR SPRINGS TX 75482-6001 (903) 885-2314 4067
Travis County Investments, LP 3509 N Main Street TAYLOR TX 76574 (737) 216-5032 24603
Ampler Burgers, LLC 6934 West Adams Ave TEMPLE TX 76502 (254) 742-2018 24631
Ampler Burgers, LLC 4405 N. Bruce Drive TEMPLE TX 76501 (254) 742-7652 26144
Ampler Burgers, LLC 2110 S 31st St TEMPLE TX 76504 (254) 598-2410 28591
Dossani Paradise Investments, LLC 1204 w moore ave TERRELL TX 75160 (972) 551-0060 25198
Marrick, Inc. 5025 North Stateline Avenue TEXARKANA TX 75503 (903) 793-6680 2884
Marrick, Inc. 2631 New Boston Road TEXARKANA TX 75501 (903) 792-5511 7614
Abbott & Avard, LLC 2626 Richmond Road TEXARKANA TX 75503 (903) 831-5623 8395

124
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Keaton-Alan Restaurants, LLC 4621 South Lake Drive TEXARKANA TX 75501 (903) 838-9941 11935
Pauly Restaurant Group, LTD 2520 Palmer Avenue TEXAS CITY TX 77590-7002 (409) 945-2393 2366
Kolony 9723, Inc. 3700 Main Street THE COLONY TX 75056 (972) 625-4994 9723
Shonaz Foods, Inc. 3020 College Park Drive THE WOODLANDS TX 77384-8002 (936) 271-4510 13244
TEXAS RESTAURANTS HOLDINGS, LLC 28534 Tomball Parkway TOMBALL TX 77375-4546 (281) 516-9192 3669
Davis 4113 South Broadway TYLER TX 75701-8720 (903) 561-7151 1677
Davis 1602 S Se Loop 323 TYLER TX 75701-5029 (903) 566-1176 3265
Davis 530 South S. W. Loop 323 TYLER TX 75702-7678 (903) 595-4687 4280
Baxter/Davis 2801 W Southwest Loop 323 TYLER TX 75701-9205 (903) 266-9233 17173
Baxter/Davis 7445 South Broadway Ave. TYLER TX 75703-5005 (903) 266-9282 17323
Army Air Force Exchange Services 321 3rd St. West UNIVERSAL CITY TX 78148 (210) 659-8729 12311
Uvalde BK Venture, LP 515 East Main St. UVALDE TX 78801-5714 (830) 278-1445 6331
Shonaz Foods, Inc. 2103 Houston Highway VICTORIA TX 77901-5734 (361) 578-7057 16248
Houston Foods, Inc. 605 North Main Street VIDOR TX 77662-4919 (409) 769-8727 3051
Shonaz Foods, Inc. 14710 I-H 35 South VON ORMY TX 78073-3901 (210) 622-9982 11179
Ampler Burgers, LLC 1210 North Valley Mills Dr. WACO TX 76710-4428 (254) 776-1116 2395
Ampler Burgers, LLC 103 East Loop 340 WACO TX 76705-0000 (254) 799-4600 3714
Ampler Burgers, LLC 2401 S New Rd WACO TX 76711-1821 (254) 424-9049 17489
Ampler Burgers, LLC 1601 Hewitt Drive WACO TX 76712 254-300-4608 27544
Ampler Burgers, LLC 825 Spur 156 WASKOM TX 75692-9104 (903) 687-4804 14429
Fritz Management, LLC 8012 Denton Highway WATAUGA TX 76148-2464 (817) 498-8329 13573
Houston Foods, Inc. 535 Eldorado Boulevard WEBSTER TX 77598-2201 (281) 486-8780 4720
Fritz Management, LLC 1617 North Texas WESLACO TX 78596-4215 (956) 968-3747 9726
Fritz Management, LLC 419-1/2 South International WESLACO TX 78596-9114 (956) 447-8868 13003
Ampler Burgers, LLC 6720 Westworth Blvd WESTWORTH VILLAGE TX 76114 (682) 255-5488 28526
Kolkhorst Foods, LLC 121 W Boling Hwy WHARTON TX 77488 (979) 531-8399 28723
Callahan, Jr 1307 Holliday Street WICHITA FALLS TX 76301-7106 (940) 761-1153 8922
Houston Foods, Inc. 9614 FM 1097 RD W WILLIS TX 77318-4998 (936) 856-8698 18342
Shonaz Foods, Inc. 5013 Walzem Rd WINDCREST TX 78218-2118 (210) 646-6922 17110
Houston Foods, Inc. 46135 Interstate Hwy. 10 West WINNIE TX 77665-0000 (409) 296-4944 8153
Fritz Management, LLC 920 FM 544 WYLIE TX 75098-0000 (972) 429-0761 16872
Expressway Restaurant Of Utah, L.C. 1532 S Main St BEAVER UT 84713 (435) 773-2548 7800
MR Restaurants, L.C. 995 South Main BRIGHAM CITY UT 84302-3145 (435) 734-0646 9601
Southwest Foods, LC 1215 West 200 North CEDAR CITY UT 84720 (435) 359-6215 3602
MR Restaurants, L.C. 729 N Main St CLEARFIELD UT 84015-3239 (801) 825-2122 20352
GBDB of Utah, LC 1688 North 2000 West CLINTON UT 84015 (801) 825-6252 25243
MR Restaurants, L.C. 147 East Bangerter Highway DRAPER UT 84020-0000 (801) 676-5981 17146
Chaudhari Restaurant Holdings, LLC North 500 West Street DUCHESNE UT 84021-0000 (435) 738-2031 21622
MR Restaurants, L.C. 1252 North Highway 89 FARMINGTON UT 84025-3840 (801) 451-0814 6138
MR Restaurants, L.C. 1655 West 2700 North FARR WEST UT 84404 (801) 210-2555 22530
GBDB of Utah, LC 1060 Highway 99 FILLMORE UT 84631-5035 (435) 743-5332 18059
MR Restaurants, L.C. 171 East Gateway Drive HEBER CITY UT 84032 (435) 315-0020 23274
Army Air Force Exchange Services AAFES-Burger King-DMSD HILL AFB UT 84056-0000 (801) 774-9093 12502
MR Restaurants, L.C. 803 N. Main LAYTON UT 84041-2232 (801) 546-4280 7837
MR Restaurants, L.C. 2025 North Main LAYTON UT 84041-4941 (801) 774-8854 10511
MR Restaurants, L.C. 1466 E 3500 N LEHI UT 84043-3539 (801) 407-8061 17878
MR Restaurants, L.C. 202 North Main Street LOGAN UT 84321-3915 (435) 753-0322 10570
MR Restaurants, L.C. 1080 North Main Street LOGAN UT 84341-2216 (435) 753-2788 14035
MR Restaurants, L.C. 8443 West Magna Main Street MAGNA UT 84044 (1801) 508-2031 25282
MR Restaurants, L.C. 705 East 7200 South MIDVALE UT 84047-5113 (1801) 565-9137 10625
MR Restaurants, L.C. 6997 S River Gate Dr. MIDVALE UT 84047 (1801) 758-7060 25484
BDSB of Utah, L. C. 454 West 4500 South MURRAY UT 84123-0000 (801) 743-0221 13387

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FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

BDSB of Utah, L. C. 1998 South Man NEPHI UT 84648-2021 (435) 610-2259 6076
GBDB of Utah, LC 639 North Redwood Road NORTH SALT LAKE UT 84054 (801) 292-1758 23916
GBDB of Utah, LC 361 Second Street OGDEN UT 84404-3949 (801) 399-2251 4609
MR Restaurants, L.C. 4160 Harrison Boulevard OGDEN UT 84403-2437 (1801) 621-1838 10519
MR Restaurants, L.C. 368 East 12th Street OGDEN UT 84404-5713 (1801) 334-8801 10706
MR Restaurants, L.C. 2110 South Wall Avenue OGDEN UT 84401-1346 (1801) 393-6001 12902
BDSB of Utah, L. C. 1075 South State Street OREM UT 84097-7157 (801) 223-9209 2410
BDSB of Utah, L. C. 11 West Center Street OREM UT 84057-4605 (801) 225-1656 10646
GBDB of Utah, LC 1355 Sandhill Road OREM UT 84058 (801) 225-7251 24708
MR Restaurants, L.C. 1720 Park Avenue PARK CITY UT 84060-0000 (435) 658-1516 10457
P.I.R., L.C. 124 North Carbonville Road PRICE UT 84501 (435) 767-8224 11597
MR Restaurants, L.C. 1080 South University Avenue PROVO UT 84601-5911 (801) 373-2290 7233
FSR, L.C. 25 E 1100 South RICHFIELD UT 84701 (435) 922-5344 13741
GBDB of Utah, LC 4027 Riverdale Road RIVERDALE UT 84405 (801) 621-5766 2228
GBDB of Utah, LC 3813 West 13400 South RIVERTON UT 84065 (801) 254-2005 20351
MR Restaurants, L.C. 525 South State St. ROOSEVELT UT 84066 (435) 200-9456 24943
MR Restaurants, L.C. 3490 West 4800 South ROY UT 84067-9430 (801) 731-3088 9960
MR Restaurants, L.C. 5390 South 1900 West ROY UT 84067 (801) 452-6543 26137
BDSB of Utah, L. C. 390 North Sr 198 SALEM UT 84653-0000 (801) 504-6122 9950
MR Restaurants, L.C. 5682 South Redwood Road SALT LAKE CITY UT 84123-5393 (1801) 966-7600 3428
BDSB of Utah, L. C. 235 East 3300 South SALT LAKE CITY UT 84115-3903 (801) 486-6964 4879
BDSB of Utah, L. C. 575 East 400 South Street SALT LAKE CITY UT 84102-2702 (801) 364-4048 5224
MR Restaurants, L.C. 1660 West North Temple SALT LAKE CITY UT 84116-3128 (1801) 355-8539 6069
S. B. F. F. , Inc 1953 West California Avenue SALT LAKE CITY UT 84104-4100 (801) 977-3939 8478
MR Restaurants, L.C. 3975 West 4700 South SALT LAKE CITY UT 84118-3452 (1801) 966-7826 10484
BDSB of Utah, L. C. 2104 South Redwood Road SALT LAKE CITY UT 84119-1320 (801) 972-4957 10521
BDSB of Utah, L. C. 1430 East 3300 South SALT LAKE CITY UT 84106-3309 (801) 484-6262 10697
GBDB of Utah, LC 4025 West 1820 South SALT LAKE CITY UT 84104-4878 (801) 886-9048 16379
GBDB of Utah, LC 1315 S 300 W SALT LAKE CITY UT 84115-5101 (801) 466-4492 20615
GBDB of Utah, LC 375 North Terminal Drive, SALT LAKE CITY UT 84116 (801) 322-6591 24058
MR Restaurants, L.C. 7810 South 1300 East SANDY UT 84094-0746 (1801) 256-0377 9752
MR Restaurants, L.C. 10235 South State Street SANDY UT 84070-4116 (801) 553-1768 10339
MR Restaurants, L.C. 119 E Crossroads Blvd SARATOGA SPRINGS UT 84045-5556 (801) 766-1425 17830
GBDB of Utah, LC 10396 S River Heights Dr SOUTH JORDAN UT 84095-9058 (801) 679-1465 21053
BDSB of Utah, L. C. 1082 N Canyon Creek Parkway SPANISH FORK UT 84660-1383 (801) 794-0515 11035
KWFM, L. C. 2841 South 60 East ST GEORGE UT 84790 (435) 674-7897 9268
New Start, L. C. 1185 South Main ST GEORGE UT 84770 (435) 628-7545 10527
TA Operating LLC 8836 North Highway 40 TOOELE UT 84074-9532 (801) 250-8585 12132
GBDB of Utah, LC 322 East 2400 North TOOELE UT 84074-3400 (435) 882-2911 16196
MR Restaurants, L.C. 2267 West Main TREMONTON UT 84337-9333 (801) 257-0438 9661
MR Restaurants, L.C. 6658 S 2500 East UINTAH UT 84405 (1801) 476-9137 25990
MT Food Group, LLC 901 West Highway 40 VERNAL UT 84078-2438 (435) 789-1164 4640
BDSB of Utah, L. C. 3470 South Redwood Road W VALLEY CITY UT 84119-3404 (801) 973-8313 5242
BDSB of Utah, L. C. 3500 South 5610 West W VALLEY CITY UT 84120-0000 (801) 966-4400 10522
New Start, L. C. 975 West Red Cliff Drive WASHINGTON UT 84780 (435) 688-8038 10787
KBMH Restaurants, L. C. 670 East Main Street WELLSVILLE UT 84339-9343 (1435) 245-0342 8655
MR Restaurants, L.C. 2450 S 1900 W WEST HAVEN UT 84401 (1801) 876-6075 24378
MR Restaurants, L.C. 1590 West 9000 South WEST JORDAN UT 84088-9220 (1801) 256-9546 9949
CFH Novo Holdings, LLC 915 East Main Street ABINGDON VA 24212-0583 (276) 628-8770 2880
TOMS King (Virginia) LLC 5890 Kingstowne Center ALEXANDRIA VA 22315-5743 (703) 924-7164 11525
TOMS King (Virginia) LLC 7064 Columbia Pike ANNANDALE VA 22003-3104 (703) 642-2133 11814
Burgers of Columbia Pike, Inc. 3627 Columbia Pike ARLINGTON VA 22204 (703) 553-9455 5656

126
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

TOMS King (Virginia) LLC 44091 Ashburn Shopping Plaza ASHBURN VA 20147-3998 (703) 723-1760 12696
MHF Dining, Inc. 5033 Richmond-Tappahannock Hwy AYLETT VA 23009-3050 (804) 769-9722 12535
PM Foods, Inc. 1602 Forest Road BEDFORD VA 24523 (540) 586-8927 10391
Martin Franchise Group, LLC 900 Gilley Avenue East BIG STONE GAP VA 24219 (276) 523-3338 11234
Tri-Angle Foods, LLC 100 Sanders Lane BLUEFIELD VA 24605-9278 (276) 322-1112 14324
TOMS King (Virginia) LLC 10937 North Valley Pike BROADWAY VA 22815-3786 (540) 896-4600 14906
PM Foods, Inc. 608 W 29th Street BUENA VISTA VA 24416 (540) 261-1475 9015
TOMS King (Virginia) LLC 5906 Old Centreville Road CENTREVILLE VA 20121-2428 (703) 988-0823 13639
TOMS King (Virginia) LLC 4406 Chantilly Shopping Center Dr CHANTILLY VA 20151-3704 (703) 378-1653 13111
Mountain Valley Corporation 1025 Seminole Trail CHARLOTTESVILLE VA 22901 (434) 973-0360 6064
Mountain Valley Corporation 1181 5th St SW CHARLOTTESVILLE VA 22902 (434) 963-7827 11447
Carrols LLC 3140 Western Branch Boulevard CHESAPEAKE VA 23321-5517 (757) 686-4702 1073
TOMS King (Virginia) LLC 1620 South Military Highway CHESAPEAKE VA 23320-2610 (757) 420-8578 4390
TOMS King (Virginia) LLC 713 N. Batttlefield Boulevard CHESAPEAKE VA 23320-4901 (757) 436-1125 5311
TOMS King (Virginia) LLC 1901 South Military Highway CHESAPEAKE VA 23320-4422 (757) 543-7510 6001
TOMS King (Virginia) LLC 916 Great Bridge Boulevard CHESAPEAKE VA 23320-6614 (757) 548-4885 12600
N & R Dining, Inc. 2100 Starmount Pkwy CHESAPEAKE VA 23321-2240 (757) 488-3745 18066
Enon Fast Food LLC 1736 East Hundred Road CHESTER VA 23836-3329 (804) 530-9905 11432
Carrols LLC 10101 Krause Road CHESTERFIELD VA 23832-6573 (804) 748-0870 4306
Carrols LLC 260 West Main Street CHRISTIANSBURG VA 24073-2946 (540) 382-1770 4118
Carrols LLC 2680 Market Street CHRISTIANSBURG VA 24073-6518 (540) 381-1458 6606
Carrols LLC 2679 South Virginia Avenue COLLINSVILLE VA 24078-1591 (276) 647-3131 1092
Rao 3116 Boulevard COLONIAL HEIGHTS VA 23834-2444 (804) 526-5612 1861
South Fork Enterprises #5, Inc. 501 Southpark Blvd COLONIAL HEIGHTS VA 23834 804-526-6190 24360
Carrols LLC 900 Valley Ridge COVINGTON VA 24426-6348 (540) 962-0319 2984
Mountain Valley Corporation 805 James Madison Highway CULPEPER VA 22701 (540) 825-5958 8851
Carrols LLC 2401 Riverside Drive DANVILLE VA 24540-4208 (434) 793-7284 2093
Carrols LLC 1127 Piney Forest Road DANVILLE VA 24540-1505 (434) 836-3539 4184
Carrols LLC 1282 South Boston Road DANVILLE VA 24540-5035 (434) 793-5751 12782
TOMS King (Virginia) LLC 10142 Kings Dominion Blvd. DOSWELL VA 23047-1916 (804) 876-3039 7923
Carrols LLC 4608 Cleburne Boulevard DUBLIN VA 24084-4411 (540) 674-1158 7689
TOMS King (Virginia) LLC 45609 Falke Plaza DULLES VA 20166-9458 (703) 787-7764 12041
Mountain Valley Corporation 100 Elkton Plaza Shopping Ctr ELKTON VA 22827 (540) 298-2639 9298
TOMS King (Virginia) LLC 100 Market Drive EMPORIA VA 23847-0000 (434) 634-6247 6600
Rao 20867 Woodpecker Road ETTRICK VA 23803-2573 (804) 526-9269 11359
Di Severia 10885 Lee Highway FAIRFAX VA 22030 (301) 721-2569 201
TOMS King (Virginia) LLC 13040 Fair Lakes Center FAIRFAX VA 22033-0000 (703) 802-0312 8261
Nashville Quality, LLC 1004 South Main Street FARMVILLE VA 23901-2203 (434) 392-8909 6714
Carrols LLC 18059 Forest Road FOREST VA 24551-4046 (434) 385-6494 6410
Army Air Force Exchange Services 8651 John J Kingman Rd Bldg 2321 FORT BELVOIR VA 22060-6200 (703) 806-5654 19325
Army Air Force Exchange Services Ft. Eustis-BLDG 1328 FORT EUSTIS VA 23604-0000 (757) 887-1602 5301
Army Air Force Exchange Services AAFES Fort Lee FORT LEE VA 23801-0000 (804) 733-3839 5197
Carrols LLC Southampton Shopping Center FRANKLIN VA 23851-0000 (757) 516-2560 5563
Carrols LLC 3052 Plank Road FREDERICKSBURG VA 22401-4910 (540) 786-8306 3550
Carrols LLC 10219 Patriot Hwy FREDERICKSBURG VA 22407 (540) 891-0158 8150
Walther 740 Warrenton Rd FREDERICKSBURG VA 22406-1039 (540) 371-3381 8212
Carrols LLC 426 Kings Highway FREDERICKSBURG VA 22405-3231 (540) 368-2853 12277
TOMS King (Virginia) LLC 5635 Plank Road, #117 FREDERICKSBURG VA 22407 (540) 755-4342 21598
TOMS King (Virginia) LLC 412 South Street FRONT ROYAL VA 22630-2116 (540) 635-3326 1698
Army Air Force Exchange Services Patrick & 12th St FT BELVOIR VA 22060-5583 (571) 339-8310 18646
Walther 7640 Linton Hall Rd GAINESVILLE VA 20155-2978 (703) 753-8777 13463
Carrols LLC 4240 Pouncey Tract Road GLEN ALLEN VA 23060-5827 (804) 360-0399 11493

127
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

TOMS King (Virginia) LLC 6678 John Hudgins Drive GLOUCESTER VA 23061-0000 (804) 693-6053 13295
Mountain Valley Corporation 11518 James Madison Hwy GORDONSVILLE VA 22942-6917 (434) 589-6854 7478
MHF Dining, Inc. 3405 West Mercury Boulevard HAMPTON VA 23666-3704 (757) 825-2222 1138
N & R Dining, Inc. 221 Fox Hill Road HAMPTON VA 23669-1745 (757) 851-1747 4973
N & R Dining, Inc. 2208 Cunningham Drive HAMPTON VA 23666-2555 (757) 826-0309 5423
Mountain Valley Corporation 262 E. Market Street HARRISONBURG VA 22801 (540) 433-2937 1556
Mountain Valley Corporation 2271 South Main Street HARRISONBURG VA 22801 (540) 432-0001 6037
Mountain Valley Corporation 2135 E Market St HARRISONBURG VA 22801 (540) 434-4069 18811
TOMS King (Virginia) LLC 598 Elden Street HERNDON VA 20170-4720 (703) 435-7207 11058
Carrols LLC Us Highway 58 & 221 HILLSVILLE VA 24343-0000 (276) 728-4068 7291
Carrols LLC 5203 Oaklawn Boulevard HOPEWELL VA 23860-7335 (804) 458-0196 13246
Nashville Quality, LLC 660 King Street KEYSVILLE VA 23947-3500 (434) 736-8484 9909
TOMS King (Virginia) LLC 5320 James Madison Parkway KING GEORGE VA 22485-5355 (540) 663-0563 7531
TOMS King (Virginia) LLC 2211 Tacketts Mill Dr LAKE RIDGE VA 22192-3032 (703) 910-7002 5463
Army Air Force Exchange Services 61 Tuskegee Airman Blvd. LANGLEY AFB VA 23665-0000 (757) 766-5572 19317
Martin Franchise Group, LLC 500 regional park road LEBANON VA 24266 (276) 889-5409 12950
TOMS King (Virginia) LLC 970 Edwards Ferry Road LEESBURG VA 20176-3317 (703) 771-8656 8159
Mountain Valley Corporation 1205 N. Lee Highway LEXINGTON VA 24450 (540) 463-9811 6809
Carrols LLC 36061 Goodwin Drive LOCUST GROVE VA 22508-2028 (540) 972-7477 9472
TOMS King (Virginia) LLC 8232 Gunston Corner Ln LORTON VA 22079-2858 (703) 495-0113 12126
TOMS King (Virginia) LLC 1034 U.S. Highway 211 West LURAY VA 22835-5245 (540) 843-2520 13690
Carrols LLC 2424 Memorial Avenue LYNCHBURG VA 24501-2620 (434) 845-5171 614
Carrols LLC 3810 Campbell Avenue LYNCHBURG VA 24501-4706 (434) 846-2331 6144
Carrols LLC 21006 Timberlake Road LYNCHBURG VA 24502-7239 (434) 239-6297 10451
TOMS King (Virginia) LLC 8330 Sudley Road MANASSAS VA 20109-3428 (703) 368-9797 1044
TOMS King (Virginia) LLC 8889 Centerville Road MANASSAS VA 20110-5203 (703) 335-5671 3549
TOMS King (Virginia) LLC 9895 Pennsylvania Avenue MANASSAS VA 20110-2021 (703) 392-0017 9929
TOMS King (Virginia) LLC 10034 Dumfries Road MANASSAS VA 20110-7949 (703) 365-0202 10825
Di Severia 10820 Balls Ford Road MANASSAS VA 20109 (866) 394-2493 25172
Nashville Quality, LLC 905 North Main St. MARION VA 24354 (276) 378-5386 24655
Carrols LLC 816 E. Church Street MARTINSVILLE VA 24112-3109 (276) 638-1270 2108
Carrols LLC 118 Fort Chiswell Rd MAX MEADOWS VA 24360-3000 (276) 637-3353 12503
Carrols LLC 7065 Mechanicsville Turnpike MECHANICSVILLE VA 23111-3609 (804) 746-9057 6961
TOMS King (Virginia) LLC 9178 Chamberlayne Avenue MECHANICSVILLE VA 23116-2509 (804) 559-1176 10865
Carrols LLC 11111 Hull Street MIDLOTHIAN VA 23112-3203 (804) 744-6480 6988
South Fork Enterprises #2, Inc. 13925 Hull Street Road MIDLOTHIAN VA 23112-2055 (804) 739-3867 9751
Carrols LLC 161 Pike View Dr MIDLOTHIAN VA 23113-7340 (804) 379-3647 17185
TOMS King (Virginia) LLC 5301 Waterway Drive MONTCLAIR VA 22025-1265 (703) 897-8541 12191
Mountain Valley Corporation 47 Dinkel Ave MT CRAWFORD VA 22841 (540) 433-6980 11937
TOMS King (Virginia) LLC 220 Conicville Blvd MT JACKSON VA 22842 (540) 477-9777 6875
Carrols LLC 2771 Virginia Avenue NARROWS, VA 24124 VA 24124-0000 (540) 726-3749 9178
TOMS King (Virginia) LLC 172 West Old Cross Road NEW MARKET VA 22844-0000 (540) 740-4400 7532
TOMS King (Virginia) LLC 10721 Jefferson Avenue NEWPORT NEWS VA 23601-2713 (757) 596-4033 1003
MHF Dining, Inc. 14375 Warwick Boulevard NEWPORT NEWS VA 23602-3754 (757) 875-0286 1070
MHF Dining, Inc. 830 J. Clyde Morris Boulevard NEWPORT NEWS VA 23601-1323 (757) 594-0417 3464
MHF Dining, Inc. 12913 Jefferson Ave NEWPORT NEWS VA 23608-1601 (757) 875-1821 6329
MHF Dining, Inc. 130 Ottis Street NEWPORT NEWS VA 23602-9440 (757) 877-6795 9918
MHF Dining, Inc. 13921 Jefferson Ave NEWPORT NEWS VA 23608 (757) 812-7691 23569
Carrols LLC 1106 North Military Highway NORFOLK VA 23502-2425 (757) 461-2740 1185
Carrols LLC 1000 Tidewater Drive NORFOLK VA 23504-3214 (757) 625-4685 1407
Carrols LLC 197 W. Ocean View Avenue NORFOLK VA 23503-1502 (757) 588-2917 4251
Lee Wesley Restaurants, LLC 1560 Mall Drive NORFOLK VA 23511-3806 (757) 416-6285 13599

128
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Bland 740 E Little Creek Rd NORFOLK VA 23518-3738 (757) 587-2548 17471
Host Int'l, Inc 2200 Norview Avenue NORFOLK VA 23518-5804 (757) 858-9601 18241
Martin Franchise Group, LLC 602 Trent street & Highway 58 NORTON VA 24273 (276) 679-0415 6661
TOMS King (Virginia) LLC McLearen Square OAK HILL VA 20171-0000 (703) 707-8007 10620
Mountain Valley Corporation 15 Orange Village Shopping Ctr ORANGE VA 22960 (540) 672-1084 9731
South Fork Enterprises #3, Inc. 2730 South Crater Road PETERSBURG VA 23805-2404 (804) 733-9716 1280
South Fork Enterprises #5, Inc. 5615 Boydton Plank Road PETERSBURG VA 23803-8945 (804) 733-9820 8298
Carrols LLC 600 Airline Boulevard PORTSMOUTH VA 23707-3303 (757) 399-7692 1270
Da Biero/Sokolsky 3526 Airline Blvd. PORTSMOUTH VA 23701 (757) 488-9112 1531
Da Biero/Sokolsky 4210 George Washington Hwy PORTSMOUTH VA 23702 (757) 393-1118 1624
TOMS King (Virginia) LLC 45961 Denizen Plaza POTOMAC FALLS VA 20165-6123 (703) 444-2627 10344
MHF Dining, Inc. 1850 Stoneridge Commerce Drive POWHATAN VA 23139 (804) 378-6216 26063
MHF Dining, Inc. 6707 Emmaus Church Rd PROVIDENCE FORGE VA 23140 (804) 966-2802 18928
Mountain Valley Corporation Interstate 81 at Va Rt 606 RAPHINE VA 24472 (540) 377-9679 12337
TOMS King (Virginia) LLC 2270 Hunters Woods Plaza RESTON VA 20191-2898 (703) 860-6741 11135
Martin Franchise Group, LLC 2647 Front St RICHLANDS VA 24641 (276) 963-9774 6258
Carrols LLC 4700 Jefferson Davis Highway RICHMOND VA 23234-3153 (804) 275-1548 1331
Carrols LLC 11431 Midlothian Turnpike RICHMOND VA 23235-4717 (804) 794-6447 3536
Carrols LLC 1013 Parham Road RICHMOND VA 23229-6434 (804) 740-5663 3657
Carrols LLC 3720 Mechanicsville Turnpike RICHMOND VA 23223-1332 (804) 329-2346 4305
Carrols LLC 8101 Midlothian Turnpike RICHMOND VA 23235-5115 (804) 320-4144 5632
TOMS King (Virginia) LLC 8801 Staples Mill Road RICHMOND VA 23228-2014 (804) 261-2750 7609
South Fork Enterprises #1, Inc. 2333 Willis Road RICHMOND VA 23237-4609 (804) 714-1233 11552
Carrols LLC 8081 Brook Rd RICHMOND VA 23227-1305 (804) 262-2300 11791
N & R Dining, Inc. 430 Belt Boulevard RICHMOND VA 23224-0000 (804) 230-6310 13826
Carrols LLC 7339 Forest Hill Ave RICHMOND VA 23225-1525 (804) 267-3451 17644
MHF Dining, Inc. 2601 Chamberlayne Ave RICHMOND VA 23222 (804)-525-5098 24894
Carrols LLC 5450 Glenside drive RICHMOND VA 23228 (804) 212-5497 27833
Carrols LLC 2626 Franklin Road, S. W. ROANOKE VA 24014-1010 (407) 572-1302 343
Carrols LLC 3216 Melrose Avenue, N. W. ROANOKE VA 24017-5918 (540) 343-1060 411
Carrols LLC 7121 Williamson Road, N. E. ROANOKE VA 24019-4232 (540) 362-2975 2743
Carrols LLC 3530 Orange Avenue, N. E. ROANOKE VA 24012-6427 (540) 345-1981 3520
Mountain Valley Corporation 43 Stoneridge Drive RUCKERSVILLE VA 22968 (434) 939-9652 27506
Carrols LLC 815 West Main Street SALEM VA 24153-4717 (540) 387-0617 1335
Carrols LLC 114 Sheraton Drive SALEM VA 24153-3003 (540) 562-2578 10454
Carrols LLC 5217 Williamsburg Road SANDSTON VA 23150-1220 (804) 226-2948 1625
TOMS King (Virginia) LLC 603 4th St. SHENANDOAH VA 22849 (540) 218-2022 24878
MHF Dining, Inc. 1228 Smithfield Plaza SMITHFIELD VA 23430-6054 (757) 356-9339 6179
Nashville Quality, LLC 4010 Halifax Road SOUTH BOSTON VA 24592-4832 (434) 575-0977 5717
Nashville Quality, LLC Corner Highway 58 & 501 SOUTH BOSTON VA 24592-4001 (434) 572-2293 7251
Nashville Quality, LLC 706 East Atlantic Avenue SOUTH HILL VA 23970-3408 (434) 447-1086 11391
Carrols LLC 10461 Hilltop Plaza SPOTSYLVANIA VA 22553-1713 (540) 891-9521 9370
TOMS King (Virginia) LLC 5701 Backlick Road SPRINGFIELD VA 22151-4102 (703) 256-9627 422
TOMS King (Virginia) LLC 269 Garrisonville Road STAFFORD VA 22554-1527 (540) 659-7862 6133
Mountain Valley Corporation 1001 Greenville Avenue STAUNTON VA 24401 (540) 885-5925 1318
Mountain Valley Corporation 1034 Richmond Avenue STAUNTON VA 24401 (540) 887-8478 9471
TOMS King (Virginia) LLC 33964 Old Valley Pike STRASBURG VA 22657-0000 (540) 465-5100 10618
Carrols LLC 1461 N. Main St. SUFFOLK VA 23434-4352 (757) 539-3126 4289
N & R Dining, Inc. 2925 Bridge Road SUFFOLK VA 23435-1713 (757) 483-0317 11175
Carrols LLC 2817 Godwin Blvd. SUFFOLK VA 23434-0000 (757) 923-0518 17087
Carrols LLC 1810 Tappahannock Boulevard TAPPAHANNOCK VA 22560-1030 (804) 443-3151 5670
Mountain Valley Corporation 10 Quick Mills Road VERONA VA 24482 (540) 248-2730 11938

129
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Carrols LLC 716 Hardy Road VINTON VA 24179-3538 (540) 345-4051 1081
Carrols LLC 5572 Princess Anne Road VIRGINIA BEACH VA 23462-3345 (757) 499-8335 1169
Carrols LLC 524 Laskin Road VIRGINIA BEACH VA 23451-3902 (757) 422-3774 1566
Da Biero/Sokolsky 3648 Virginia Beach Boulevard VIRGINIA BEACH VA 23452 (757) 340-7337 1602
Carrols LLC 3952 Holland Road VIRGINIA BEACH VA 23452-2805 (757) 498-3730 1860
Da Biero/Sokolsky 2708 North Mall Drive VIRGINIA BEACH VA 23452 (757) 463-0287 3825
Carrols LLC 1386 Fordham Road VIRGINIA BEACH VA 23464-5334 (757) 420-5008 4212
Carrols LLC 1609 General Booth Boulevard VIRGINIA BEACH VA 23454-5691 (757) 721-5348 5322
Carrols LLC 564 Newtown Road VIRGINIA BEACH VA 23462-5638 (757) 473-0976 5848
Carrols LLC 545 First Colonial Road VIRGINIA BEACH VA 23451-6119 (757) 491-6441 9917
Walther 34 Broad View Avenue WARRENTON VA 20186-2301 (540) 347-3199 2206
Mountain Valley Corporation 1535 West Broad Street WAYNESBORO VA 22980 (540) 943-2858 1279
CFH Novo Holdings, LLC 231 Us Highway 23 S WEBER CITY VA 24290-6111 (276) 386-6060 5701
MHF Dining, Inc. 535 14th St WEST POINT VA 23181 (804)-843-7319 24893
TOMS King (Virginia) LLC 759 E. Rochambeau Drive WILLIAMSBURG VA 23188-0000 (757) 345-3269 16932
TOMS King (Virginia) LLC 2150 Valley Avenue WINCHESTER VA 22601-2754 (540) 667-1346 1730
TOMS King (Virginia) LLC 1513 Martinsburg Pike WINCHESTER VA 22603-5416 (540) 722-9430 9401
TOMS King (Virginia) LLC 251 Maranto Manor Dr WINCHESTER VA 22602 (540) 866-0004 23857
N & R Dining, Inc. 59 W Windsor Blvd WINDSOR VA 23487-9521 (757) 242-3950 7523
TOMS King (Virginia) LLC 2701 Potomac Mills Circle WOODBRIDGE VA 22192-4626 (703) 494-0014 6220
TOMS King (Virginia) LLC 16551 Riverridge Boulevard WOODBRIDGE VA 22191-4623 (703) 221-7521 9928
IRMG Burger of Potomac, Inc. 2700 Potomac Circle WOODBRIDGE VA 22192 (703) 910-6084 24036
TOMS King (Virginia) LLC 334 W Reservoir Rd WOODSTOCK VA 22664-1004 (540) 459-7419 17007
Carrols LLC 3223 Chapman Road WYTHEVILLE VA 24382-5652 (276) 228-6898 8758
Carrols LLC 1331 U.S. Ret. 302 BARRE VT 05641-2351 (802) 476-8608 2470
Carrols LLC 548 Canal Street BRATTLEBORO VT 05301-6625 (802) 689-9144 2441
Carrols LLC Roosevelt Highway Route 7 COLCHESTER VT 05446-5970 (802) 655-6187 12087
Carrols LLC 2729 North Main Street RUTLAND VT 05701-5014 (802) 775-0295 2174
Carrols LLC 981 Shelburne Road S BURLINGTON VT 05403-6937 (802) 862-0202 1567
Carrols LLC 7 Swanton Rd SAINT ALBANS VT 05478-1560 (802) 524-2303 4453
Ambrosia QSR Burger, LLC 620 East Heron Street ABERDEEN WA 98520-2903 (360) 533-2176 2694
Ambrosia QSR Burger, LLC 20318 77th Avenue NE ARLINGTON WA 98223-7462 (360) 403-7131 12332
Ambrosia QSR Burger, LLC 320 Auburn Way South AUBURN WA 98002-5420 (253) 833-8998 4523
Ambrosia QSR Burger, LLC 1520 Outlet Collection Way SW AUBURN WA 98001 (253) 351-5957 9454
Ambrosia QSR Burger, LLC 930 Scotton Way BATTLE GROUND WA 98604 (360) 342-8158 28993
Ambrosia QSR Burger, LLC 14620 N. E. 24th Street BELLEVUE WA 98007-3723 (425) 746-7508 965
Ambrosia QSR Burger, LLC 4015 Factoria Blvd SE BELLEVUE WA 98006-6144 (425) 746-0336 4273
Ambrosia QSR Burger, LLC 11723 Ne 8th. Street BELLEVUE WA 98005-3005 (425) 453-5775 4825
Moore 201 Telegraph Rd. BELLINGHAM WA 98226-8081 (360) 676-1455 3042
Moore 1310 H St BLAINE WA 98230-8128 (360) 332-7440 6647
Ambrosia QSR Burger, LLC 21211 State Route 410 E BONNEY LAKE WA 98391-8458 (253) 862-0938 6935
Ambrosia QSR Burger, LLC 3333 Kitsap Way BREMERTON WA 98312-2643 (360) 377-5963 4302
Ambrosia QSR Burger, LLC 621 Warren Avenue BREMERTON WA 98337-1552 (360) 377-5109 4625
Ambrosia QSR Burger, LLC 1554 Fairgrounds Road BREMERTON WA 98311-3235 (360) 308-8267 10682
Ambrosia QSR Burger, LLC 14893 4th Ave S.W. BURIEN WA 98166 (206) 246-1491 15965
Ambrosia QSR Burger, LLC 1209 Mount Saint Helens Way CASTLE ROCK WA 98611-9011 (360) 274-9800 10855
Ambrosia QSR Burger, LLC 129 Kirkland Road CHEHALIS WA 98532-8724 (360) 748-8175 14440
Ambrosia QSR Burger, LLC 650 NW Arkansas Way CHEHALIS WA 98532 (360) 748-6381 23882
RU Hungry, LLC 610 Grant Road EAST WENATCHEE WA 98802-5427 (509) 919-8805 8241
Northwest Fast Food Inc. 7609 212th Street S. W. EDMONDS WA 98026-7557 (425) 775-8299 7355
Joseph/Veronte 1410 Canyon Road ELLENSBURG WA 98926-9101 (509) 925-9062 5221
Ambrosia QSR Burger, LLC Lot, 14 Eagle Dr. ELMA WA 98541 (360) 861-8445 22927

130
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Pacific Restaurant Ventures, LLC 1306 Basin Street S. W. EPHRATA WA 98823-2151 (509) 754-1978 11034
Ambrosia QSR Burger, LLC 2424 North Broadway EVERETT WA 98201-3019 (425) 258-2868 4626
Ambrosia QSR Burger, LLC 9803 19th Avenue Southeast EVERETT WA 98208-3810 (425) 316-8395 10767
Ambrosia QSR Burger, LLC 8525 Evergreen Way EVERETT WA 98208 (425) 212-9348 24687
Army Air Force Exchange Services Fairchild Afb Exchange FAIRCHILD AFB WA 99011-0000 (509) 244-2680 5754
Ambrosia QSR Burger, LLC 34819 Pacific Highway South FEDERAL WAY WA 98003-8308 (253) 344-1134 6040
Ambrosia QSR Burger, LLC 4903 Pacific Highway East FIFE WA 98424 (253) 517-5797 24400
Army Air Force Exchange Services Building 2265 FORT LEWIS WA 98433-0000 (253) 964-8998 7371
Army Air Force Exchange Services D STreet & 17 Street FORT LEWIS WA 98433-0000 (253) 964-8998 15558
Ambrosia QSR Burger, LLC 6908 Kimball Drive GIG HARBOR WA 98335-1236 (253) 853-6902 11433
Ambrosia QSR Burger, LLC 22022 Meridian East GRAHAM WA 98338 (253) 655-5505 27390
Ambrosia QSR Burger, LLC 1705 N. W. Gilman Blvd. ISSAQUAH WA 98027-5314 (425) 392-5011 4156
Army Air Force Exchange Services Bldg. 11566 41st Division Dr. JBLM WA 98433 (253) 964-7077 15193
Ambrosia QSR Burger, LLC 1021 Allen Street KELSO WA 98626-4407 (360) 577-8689 2836
NW Kings, LLC* 7407 West Canal Drive KENNEWICK WA 99336-7615 (509) 783-4848 4193
Pacific Restaurant Ventures, LLC 1001 South Washington KENNEWICK WA 99337-4768 (509) 585-2400 11453
Northwest Restaurant Ventures, LLC 2703 S. Quillan St. KENNEWICK WA 99337-2404 (509) 586-9726 14330
Ambrosia QSR Burger, LLC 25240 104 Avenue, S. E. KENT WA 98030-6439 (253) 854-3949 3949
Ambrosia QSR Burger, LLC 22442 - 84 Ave. South KENT WA 98032-2491 (253) 872-7100 5782
Ambrosia QSR Burger, LLC 1240 West Meeker Street KENT WA 98032-4322 (253) 854-2705 11152
Ambrosia QSR Burger, LLC 1609 Marvin Road LACEY WA 98503-0000 (360) 456-6552 7019
Ambrosia QSR Burger, LLC 4830 Yelm Highway South East LACEY WA 98503-4988 (360) 493-1990 7938
Ambrosia QSR Burger, LLC 1820 Lake Stevens Road LAKE STEVENS WA 98258-0000 (425) 397-8357 10967
Ambrosia QSR Burger, LLC 715 91st Avenue N. E. LAKE STEVENS WA 98258-2420 (425) 334-2353 11098
Ambrosia QSR Burger, LLC 5901 100 Street S. W. LAKEWOOD WA 98499-2731 (253) 584-2129 6793
Ambrosia QSR Burger, LLC 3003 Ocean Beach Highway LONGVIEW WA 98632-4341 (360) 577-5464 5096
Ambrosia QSR Burger, LLC 658 Oregon Way LONGVIEW WA 98632-1538 (360) 425-6722 12516
Moore 8115 Guide Meridian LYNDEN WA 98264-9230 (360) 318-0100 11055
Ambrosia QSR Burger, LLC 26630 State Route 169 MAPLE VALLEY WA 98038-0000 (425) 358-7182 18532
Ambrosia QSR Burger, LLC 1315 - 4th Street MARYSVILLE WA 98270-4918 (360) 651-5475 3126
Ambrosia QSR Burger, LLC 17301 27th Ave NE MARYSVILLE WA 98271-4745 (360) 654-0745 17089
Ambrosia QSR Burger, LLC 19257 State Route #2 MONROE WA 98272-1513 (360) 794-4616 7960
Boyd/Vasquez 713 Stratford Road MOSES LAKE WA 98837-1597 (509) 765-0212 2848
Boyd/Vasquez 2461 Maiers Road MOSES LAKE WA 98837-9781 (509) 764-5185 10966
Moore 1812 Freeway Drive MT VERNON WA 98273-5437 (360) 424-3022 2510
Ambrosia QSR Burger, LLC 736 SW Mt. Si Blvd NORTH BEND WA 98045-8990 (425) 831-2463 14589
Ambrosia QSR Burger, LLC 31340 Sr 20 OAK HARBOR WA 98277-3170 (360) 675-3868 2411
Ambrosia QSR Burger, LLC 400 Cooper Point Road OLYMPIA WA 98502-8705 (952) 240-4537 3463
Ambrosia QSR Burger, LLC 125 College St SE OLYMPIA WA 98503-1215 (360) 350-0410 18268
RU Hungry, LLC 601 Omache Drive OMAK WA 98841-0000 (509) 826-4507 6130
RU Hungry, LLC 150 East Columbia Street OTHELLO WA 99344-1875 (509) 488-4968 12622
Pacific Restaurant Ventures, LLC 2407 West Court Street PASCO WA 99301-3940 (509) 545-1924 3501
NW Kings, LLC 2205 East Hillsboro PASCO WA 99301-9512 (509) 547-5528 7378
King Ventures One LLC 4501 N.Rd 68, Suite D214 PASCO WA 99301 509-204-3172 27394
Ambrosia QSR Burger, LLC 1480 Olney Ave Se PORT ORCHARD WA 98366-4041 (360) 876-0770 6284
Ambrosia QSR Burger, LLC 429 SW Sedgwick Rd. PORT ORCHARD WA 98367-0000 (360) 874-0654 16837
Ambrosia QSR Burger, LLC 19655 Seventh Avenue, Ne POULSBO WA 98370-7531 (360) 697-5600 5965
Pacific Restaurant Ventures, LLC 102 Merlot Drive PROSSER WA 99350-9500 (509) 786-7843 11363
Ambrosia QSR Burger, LLC 4022 Meridian Street South PUYALLUP WA 98373-3681 (253) 841-2170 2866
Ambrosia QSR Burger, LLC 807 River Road PUYALLUP WA 98371-4148 (253) 841-3300 2950
Ambrosia QSR Burger, LLC 11122 Canyon Rd East PUYALLUP WA 98373-4267 (253) 537-3631 6205
Ambrosia QSR Burger, LLC 17524 Meridian East PUYALLUP WA 98375-6250 (253) 840-5295 11554

131
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Wait For It, LLC 716 13th Ave Southwest QUINCY WA 98848 (509) 289-5664 27290
Ambrosia QSR Burger, LLC 311 Sunset Blvd. N. RENTON WA 98057-5515 (425) 271-6275 4830
Ambrosia QSR Burger, LLC 110 S. W. 41st. Street RENTON WA 98057-4933 (253) 236-5689 10465
NW Kings, LLC 1033 George Washington Way RICHLAND WA 99352-3515 (509) 943-6269 3205
Northwest Restaurant Ventures, LLC 2501 Queensgate Dr RICHLAND WA 99352-9109 (509) 628-9657 14778
Ambrosia QSR Burger, LLC 19619 Elderberry St. SW ROCHESTER WA 98579 (360) 858-7033 26800
Ambrosia QSR Burger, LLC 13241 Aurora Avenue, North SEATTLE WA 98133-7508 (206) 361-2571 3218
Ambrosia QSR Burger, LLC 2021 Rainier Avenue, South SEATTLE WA 98144-4607 (206) 323-5081 3369
Ambrosia QSR Burger, LLC 14340 - 15th Avenue, N. E. SEATTLE WA 98125-3163 (206) 364-5000 4662
Ambrosia QSR Burger, LLC 3301 Fourth Avenue South SEATTLE WA 98134-1902 (206) 903-8366 6972
Vessel SPV Operations LLC 1104 Westlake Ave N SEATTLE WA 98109 (650) 743-7771 29437
Vessel SPV Operations LLC 802 pine street SEATTLE WA 98101 (650) 743-7771 29477
Vessel SPV Operations LLC 3435 15th Ave W SEATTLE WA 98101 (650) 743-7771 29486
Moore 600 Crossroads Square SEDRO WOOLLEY WA 98284-1000 (360) 856-5798 6660
Ambrosia QSR Burger, LLC 680 W. Washington #6 SEQUIM WA 98382-3264 (360) 869-2099 8118
Ambrosia QSR Burger, LLC 301 East Wallace Kneeland Blvd SHELTON WA 98584-2986 (360) 426-9671 8841
Ambrosia QSR Burger, LLC 9770 Silverdale Way, N. E. SILVERDALE WA 98383-9444 (360) 698-6636 3358
Ambrosia QSR Burger, LLC 1426 Bickford Avenue SNOHOMISH WA 98290-1722 (360) 568-7855 10612
Ambrosia QSR Burger, LLC 22229 Mountain Highway SPANAWAY WA 98387-7501 (253) 875-1165 10799
Ambrosia QSR Burger, LLC 16615 Pacific Ave S SPANAWAY WA 98387-8297 (253) 531-3297 20994
RU Hungry, LLC 1804 West Francis Ave. SPOKANE WA 99205-6834 (509) 327-0435 5816
RU Hungry, LLC 12601 E Sprague Ave SPOKANE WA 99216-0725 (509) 928-5356 8314
RU Hungry, LLC 4320 N Division St SPOKANE WA 99207-1609 (509) 487-4202 21386
Host Int'l, Inc 900 W Airport Way SPOKANE WA 99224 (866) 394-2493 24098
Pacific Restaurant Ventures, LLC 3201 Piccard Place SUNNYSIDE WA 98944-8400 (509) 839-2444 9876
Ambrosia QSR Burger, LLC 2909 South 38th Street TACOMA WA 98409-5605 (253) 473-8668 2636
Ambrosia QSR Burger, LLC 7441 South Hosmer TACOMA WA 98408-1220 (253) 473-0274 4432
Army Air Force Exchange Services McChord AFB TACOMA WA 98438-0000 (253) 582-1188 6007
Ambrosia QSR Burger, LLC 1420 East 72nd Street TACOMA WA 98404-5915 (253) 471-0100 12886
Ambrosia QSR Burger, LLC 5916 N 26th Street TACOMA WA 98407 (253) 625-7256 24097
Ambrosia QSR Burger, LLC 335 Andover Park West TUKWILA WA 98188-3318 (253) 277-2633 6782
Ambrosia QSR Burger, LLC 5252 Capitol Blvd. Southeast TUMWATER WA 98501-4419 (360) 352-9908 7782
Ambrosia QSR Washington, LLC 11300 SE Mill Plain Blvd VANCOUVER WA 98684-5044 (360) 254-9154 3488
Ambrosia QSR Washington, LLC 7625 NE HWY 99 VANCOUVER WA 98665-8833 (360) 694-8838 4109
Ambrosia QSR Washington, LLC 5513 N. E. Gher Road VANCOUVER WA 98662-6153 (360) 256-1733 5259
Ambrosia QSR Washington, LLC 13308 Ne Highway 99 VANCOUVER WA 98686-2739 (360) 573-7624 6100
Northwest Restaurant Ventures, LLC 6767 N.E. 84th Street VANCOUVER WA 98665-0000 (360) 574-3000 15582
Ambrosia QSR Washington, LLC 18961 SE Mill Plain Blvd VANCOUVER WA 98683-9315 (360) 448-6948 18072
Ambrosia QSR Washington, LLC 5000 E Fourth Plain VANCOUVER WA 98661 (360) 726-5461 23927
Mason 1748 East Isaacs Avenue WALLA WALLA WA 99362-2208 (509) 525-0843 5564
Ambrosia QSR Burger, LLC 14320 92nd Ave NW WAUNA WA 98329-8841 (253) 851-7424 15143
Joseph/Veronte 2113 South First Street YAKIMA WA 98903-2233 (509) 452-3602 2719
Joseph/Veronte 2611 West Nob Hill Boulevard YAKIMA WA 98902-5179 (509) 453-4826 6151
Joseph/Joseph/Veronte 1605 Terrace Heights Way YAKIMA WA 98901-2179 (509) 453-9981 11843
Ambrosia QSR Burger, LLC 902 Yelm Avenue East YELM WA 98597-0000 (360) 458-8117 8313
King Ventures One LLC 901 Vintage Valley Parkway ZILLAH WA 98953 509-508-1970 27323
PIP Corporation 2250 Neva Road ANTIGO WI 54409-2910 (715) 627-7155 8477
Velarde 2511 West College Avenue APPLETON WI 54914 (920) 731-2733 3727
Velarde 919 W. Wisconsin Avenue APPLETON WI 54914 (920) 815-3316 4813
Velarde 2020 East Northland APPLETON WI 54911-8762 (920) 749-9040 6157
Velarde West 3154 Vanroy Road APPLETON WI 54915-0000 (920) 738-5625 8003
Velarde 122 Lake Shore Drive East ASHLAND WI 54806-1733 (715) 682-4840 11671

132
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Velarde 800 wi-136 BARABOO WI 53913 (1608) 448-2080 29459
Velarde 109 Frances Ln BEAVER DAM WI 53916 (920) 219-9161 25896
Velarde 1450 Fourth Street BELOIT WI 53511-4442 (608) 299-8872 1060
Velarde 1900 Freeman Parkway BELOIT WI 53511 608-312-2051 27302
Velarde 909 State Highway 54 BLACK RIVER FALLS WI 54615-5451 (715) 670-0172 6547
Velarde 100 Express Way BONDUEL WI 54107 (715) 758-7016 12193
Velarde 228 West River Street CHIPPEWA FALLS WI 54729-2380 (715) 861-3216 7415
Velarde 2752 120th Street CHIPPEWA FALLS WI 54729-5604 (715) 861-3888 8548
Velarde 101 Dix Street COLUMBUS WI 53925-1079 (920) 623-5773 9840
Velarde 1600 Elm Street CUMBERLAND WI 54829-9486 (715) 671-0144 10761
Velarde 2582 Monroe Rd DE PERE WI 54115-9217 (920) 425-4262 8691
Velarde 1007 Main Avenue DE PERE WI 54115-1307 (920) 425-4868 13936
Velarde 2725 Heritage Drive DELAFIELD WI 53018-2126 (262) 646-4252 3261
Velarde 1720 E. Geneva Street DELAVAN WI 53115 (1262) 725-6582 27404
Velarde 926 South Hastings Way EAU CLAIRE WI 54701-3427 (715) 514-1928 2338
Velarde 6124 North Crossing EAU CLAIRE WI 54703-0000 (715) 874-6534 7558
Velarde 2626 Golf Road EAU CLAIRE WI 54701-8010 (715) 514-2227 9919
Velarde 2833 North Clairmont Avenue EAU CLAIRE WI 54703-2468 (715) 514-4623 11933
Velarde 211 East Geneva ELKHORN WI 53121-1903 (262) 723-6130 9849
Velarde 790 West Johnson Street FOND DU LAC WI 54935-2016 (920) 921-6400 2746
Velarde 1285 Madison Avenue FORT ATKINSON WI 53538-1049 (1920) 563-9455 9778
Velarde N96w 17655 County Line Road GERMANTOWN WI 53022-0000 (262) 345-5058 5132
Velarde 1005 South Military Avenue GREEN BAY WI 54304-2116 (920) 489-2176 443
Velarde 2219 Main Street GREEN BAY WI 54302-3713 (920) 489-2870 3598
Velarde 2328 University Ave GREEN BAY WI 54302 (920) 489-2870 27836
Velarde 4555 West Forest Home Avenue GREENFIELD WI 53219-4837 (414) 327-2535 3626
Velarde 4980 South 76th Street GREENFIELD WI 53220-4306 (414) 282-1442 3792
Velarde W6318 Highway 10 GREENVILLE WI 54942-8607 (920) 441-1067 10385
Velarde 5512 S 108th St. HALES CORNER WI 53130 (414) 235-5553 25476
Velarde 1540 South Holmen Drive HOLMEN WI 54636-9373 (608) 526-2510 10755
Tri City Foods of Wisconsin, LLC 2411 Center Drive HUDSON WI 54016-9492 (715) 386-7155 7937
Velarde 2624 Milton Avenue JANESVILLE WI 53545-0231 (608) 754-0263 1888
Velarde 2001 Center Avenue JANESVILLE WI 53546-8957 (608) 754-5015 5960
Velarde 3007 80th Street KENOSHA WI 53142-4943 (262) 694-8558 4745
Velarde 6945 75th Street KENOSHA WI 53142-3539 (262) 694-5888 10213
Velarde 1780 22nd Avenue KENOSHA WI 53140-1413 (262) 748-1668 13015
Velarde 3527 Market Lane KENOSHA WI 53144 (262) 653-9099 24699
Velarde 515 North Fourth Street LA CROSSE WI 54601-3258 (608) 785-2660 4162
Velarde 3519 Mormon Coulee Road LA CROSSE WI 54601-6753 (608) 788-4730 12918
Velarde W4052 State HWY 11 LAFAYETTE WI 53121 (262) 723-2357 25318
Velarde 1120 Wisconsin Dells Pkwy S LAKE DELTON WI 53940-0000 (608) 254-6769 10813
Velarde 100 West Wells Street LAKE GENEVA WI 53147-2021 (262) 248-2335 3795
Valley King of Wisconsin, LLC 2221 Freedom Road LITTLE CHUTE WI 54140-1295 (920) 788-4624 12491
Velarde 2655 East Washington Avenue MADISON WI 53704-5071 (1608) 241-0311 1764
Velarde 6909 Odana Road MADISON WI 53719-1038 (1608) 833-5511 3073
Velarde 719 W. Badger Road MADISON WI 53713-2005 (1608) 294-6818 12075
Velarde 3002 Calumet Ave MANITOWOC WI 54220 (920) 682-7571 27510
Velarde 14876 Ewald Lane MARIBEL WI 54227 (920) 367-2162 25271
PIP Corporation 2760 Roosevelt Road MARINETTE WI 54143-3832 (715) 735-8973 9851
Velarde 1015 North Central MARSHFIELD WI 54449-2153 (715) 384-4960 5278
Velarde 1520 Appleton Road MENASHA WI 54952 (920) 215-6343 5366
Velarde N83 W 15550 Appleton Ave. MENOMONEE FALLS WI 53051 262-415-8038 26616

133
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Velarde 544 Main Street MENOMONIE WI 54751-2547 (715) 309-2370 6017
Velarde 6544 N. 76th St. MILWAUKEE WI 53223-6104 (414) 353-1555 3019
Velarde 4040 North Green Bay Avenue MILWAUKEE WI 53209-7040 (414) 263-4161 3096
Velarde 5120 West Capitol Drive MILWAUKEE WI 53216-2358 (414) 763-8992 3456
Velarde 175 West Layton Avenue MILWAUKEE WI 53207-5916 (414) 212-8324 3791
Velarde 2862 N. Martin Luther King Dr. MILWAUKEE WI 53212-2314 (414) 988-6968 4054
Velarde 5812 West Lisbon Avenue MILWAUKEE WI 53210-2264 (414) 444-9298 4296
Velarde 1841 South 14th Street MILWAUKEE WI 53204-3211 (414) 384-4541 6091
Board of Regents of the University of Wisconsin on Behalf of the University of W 2200 East Kenwood Boulevard MILWAUKEE WI 53211-3361 (414) 229-4146 10460
Velarde 3219 S 27th St MILWAUKEE WI 53215 (414) 210-2324 26295
PIP Corporation 8733 Highway 51N MINOCQUA WI 54548 (715) 356-5877 17452
Velarde 548 8th Avenue MONROE WI 53566-1134 (608) 329-4343 9122
Velarde 5335 Washington Ave, MOUNT PLEASANT WI 53406 (262)770-4468 25527
Velarde 2051 S. Moorland Rd NEW BERLIN WI 53151 (262) 649-3745 24718
Velarde 1250 W. Rawson OAK CREEK WI 53154-1453 (414) 762-6440 6651
Velarde 8081 South Howell Ave OAK CREEK WI 53154 (414) 304-5376 22993
Velarde 860 E Wisconsin Ave OCONOMOWOC WI 53066 (262) 354-3116 27812
PIP Corporation 343 East Highland Drive OCONTO FALLS WI 54154-1006 (920) 846-0770 12429
Velarde 1259 Crossing Meadows Drive ONALASKA WI 54650-8560 (608) 781-6101 7016
Velarde 810 North Main Street OREGON WI 53575-1006 (1608) 835-8200 10877
Velarde 620 North Main Street OSHKOSH WI 54901-4443 (920) 426-2345 2345
Velarde 800 South Washburn Avenue OSHKOSH WI 54904-7950 (920) 235-2800 4315
Velarde 1770 Progressive Pkwy PLATTEVILLE WI 53818 (608) 348-7452 24293
Velarde 1750 County Highway B PLOVER WI 54467-0000 (715) 344-3472 9280
Velarde 2960 New Pinery Rd PORTAGE WI 53901 608-683-2052 28571
Velarde 3456 Douglas Avenue RACINE WI 53402-3752 (262) 639-1898 2790
Velarde 5400 Durand Avenue RACINE WI 53406-5051 (262) 554-0608 4678
Velarde 333 Lincoln Street RHINELANDER WI 54501-3414 (715) 362-5300 4618
Velarde 151400 County Road NN RIB MOUNTAIN WI 54401 (715) 845-6212 16098
Velarde 1130 South Main RICE LAKE WI 54868-2746 (715) 475-1494 6799
Brass Ball LLC 25406 75th St SALEM WI 53168-8627 (262) 843-4057 9850
Velarde 102 S. Foster Dr SAUKVILLE WI 53080 262-235-4397 25869
Velarde 1242 East Green Bay Street SHAWANO WI 54166 (715) 524-6474 8901
Velarde 1322 Erie Avenue SHEBOYGAN WI 53081-3230 (920) 459-7396 1986
Velarde 2910 South Business Drive SHEBOYGAN WI 53081 (1920) 453-0087 23047
Velarde 940 Commerce Boulevard SLINGER WI 53086-9302 (262) 644-7171 8828
South Milwaukee#1 Restaurant Services, LLC 240 N Chicago Ave SOUTH MILWAUKEE WI 53172 (414) 762-6063 22105
Velarde 906 South Black River Street SPARTA WI 54656-2222 (608) 487-9044 9127
Velarde 5431 Hwy 10 STEVENS POINT WI 54482 715-997-9328 25898
Velarde 1617 Schofield Ave STEVENS POINT WI 54481 (715) 544-0528 26758
Velarde 13348 Washington Avenue STURTEVANT WI 53177-1530 (262) 886-5501 7560
Velarde 1535 Sunset Beach Road SUAMICO WI 54173-8220 (920) 434-9293 9877
Velarde 822 Windsor Street SUN PRAIRIE WI 53590-2021 (1608) 825-2008 4857
Velarde 724 Belknap Street SUPERIOR WI 54880-2935 (715) 392-9555 5144
Velarde 111 Julie Street TOMAH WI 54660-2905 (608) 567-0292 8082
Brass Ball Twin Lakes LLC 475 N Lake Ave TWIN LAKES WI 53181-9434 (262) 448-1684 21692
Velarde 106 State Road #67 WALWORTH WI 53184-9668 (1262) 275-5313 9844
Velarde 2723 Beck Drive WATERFORD WI 53185-5107 (262) 332-7371 9841
Velarde 1800 Gateway Drive WAUKESHA WI 53186-3924 (262) 547-5453 2843
Velarde 1190 West Sunset Drive WAUKESHA WI 53189 (262) 278-4293 22994
Velarde 1096 W Fulton Street WAUPACA WI 54981 (715) 802-5088 23537
Velarde 300 Sixth Street WAUSAU WI 54403-5423 (715) 845-1959 5714

134
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Velarde 3880 North 124th Street WAUWATOSA WI 53222-2104 (414) 800-4100 4269
Velarde 2626 South 108 Street WEST ALLIS WI 53227-1926 (414) 321-1772 3578
Velarde 6746 W. Greenfield Avenue WEST ALLIS WI 53214-4900 (414) 257-1755 5671
Velarde 1910 West Washington Street WEST BEND WI 53095-2202 (262) 306-8001 12190
Velarde 111 North Pioneer Park Road WESTFIELD WI 53964-8868 (608) 296-2600 11223
Velarde 6003 Business Highway 51 WESTON WI 54476-1339 (715) 355-0284 4812
Velarde 611 North Frontage Road WISCONSIN DELLS WI 53965-8268 (920) 356-9822 2327
Velarde 940 8th St S WISCONSIN RAPIDS WI 54494-5246 (715) 424-2070 2735
Ampler Burgers Ohio LLC 120 Mall Road BARBOURSVILLE WV 25504-1823 (304) 733-1142 15095
Tri-Angle Foods, LLC 4036 Robert C, Byrd Drive BECKLEY WV 25801-2204 (304) 255-6065 2543
HMSHost Family Restaurants, LLC Mile Marker 45 BECKLEY WV 25802-0920 (304) 255-6773 13653
Tri-Angle Foods, LLC 2005 Harper Rd. BECKLEY WV 25801 (304) 250-0603 21045
Tri-Angle Foods, LLC Route 52 Airport Square BLUEFIELD WV 24701-9428 (304) 252-4001 3543
GPS Hospitality, LLC 170 Barnett Run Rd BRIDGEPORT WV 26330 (304) 244-2727 5192
Bishop 37 Grande Meadows Dr BRIDGEPORT WV 26330 (304) 933-3423 23598
GPS Hospitality, LLC 293 North Locust St BUCKHANNON WV 26201 (304) 244-2721 10973
HMSHost Family Restaurants, LLC Milepost 74 Northbound BURNWELL WV 25083-0000 (304) 595-2525 13845
Tri-Angle Foods, LLC 100 Airport Rd CHAPMANVILLE WV 25508-9463 (304) 855-4336 11595
Giangrande/Giangrande 737 Willow Springs Drive CHARLES TOWN WV 25414 (304) 728-6549 10747
Ampler Burgers Ohio LLC 5705 MacCorkle Avenue CHARLESTON WV 25304-2803 (304) 926-8099 3650
Ampler Burgers Ohio LLC 107 RHL Boulevard CHARLESTON WV 25309-8261 (304) 746-9709 12192
Go-Mart, Inc 1502 Greenbrier St CHARLESTON WV 25311 (681) 265-2235 23220
Go-Mart, Inc 6302 Sissonville Drive CHARLESTON WV 25312 (304) 984-0016 23236
GPS Hospitality, LLC 600 Emily Dr CLARKSBURG WV 26301 (304) 244-2723 11583
GPS Hospitality, LLC 698 Oakmound Dr CLARKSBURG WV 26301 (304) 244-2724 13601
Go-Mart, Inc 247 Craigsville Road CRAIGSVILLE WV 26205 (304) 883-0006 27428
Ampler Burgers Ohio LLC #20 Nitro Boulevard CROSS LANES WV 25313-0000 (304) 776-6534 12507
GPS Hospitality, LLC 729 Beverly Pike ELKINS WV 26241 (304) 244-2725 8820
Ampler Burgers Ohio LLC 2155 Frame Rd ELKVIEW WV 25071-8153 (304) 965-2233 16041
GPS Hospitality, LLC 808 Fairmont Ave FAIRMONT WV 26554 (304) 244-2719 9812
GPS Hospitality, LLC 2363 White Hall Blvd FAIRMONT WV 26554 (681) 229-7286 21770
Giangrande/Giangrande 66 Cordial Ct FALLING WATERS WV 25419 (304) 274-1461 17326
Carrols LLC 1403 Main Street FOLLANSBEE WV 26037-1217 (304) 527-0476 9010
Go-Mart, Inc 7059 Harper Road GLEN DANIEL WV 25844 (304) 934-0000 27445
Bishop 2 East Walmart Lane GRAFTON WV 26354 (304) 265-2831 14238
Tri-Angle Foods, LLC 8375 Court Avenue HAMLIN WV 25523-1315 (304) 824-2901 12544
Timoney 248 Roaring Lion Drive HEDGESVILLE WV 25427-0000 (304) 754-6775 13359
Ampler Burgers Ohio LLC 3210 Washington Blvd. HUNTINGTON WV 25705-1637 (304) 522-3944 2435
Ampler Burgers Ohio LLC 51 Washington Avenue HUNTINGTON WV 25701-1124 (304) 525-3682 2932
Go-Mart, Inc 2207 5th St Rd HUNTINGTON WV 25701 (304) 523-9828 26503
Ampler Burgers Ohio LLC 4140 Teays Valley Rd HURRICANE WV 25526-5583 (304) 757-6225 4804
Giangrande/Giangrande 4859 Gerrardstown Road INWOOD WV 25428 (304) 229-7992 14730
Ampler Burgers Ohio LLC 806 Oak Street KENOVA WV 25530-1519 (304) 453-6731 4567
Timoney RR#3 Box 3240 KEYSER WV 26726 (304) 788-6702 7786
Carrols LLC 10097 Seneca Trl LEWISBURG WV 24901-2621 (304) 645-3007 2835
Ampler Burgers Ohio LLC 111 Nick Savas Avenue LOGAN WV 25601-3468 (304) 831-2015 14484
Timoney 203 South Viking Way MARTINSBURG WV 25401-5339 (1304) 267-8515 4519
CJT Restaurants, Inc. 32 Genny Loop Rd MOOREFIELD WV 26836 (304) 530-6000 22971
GPS Hospitality, LLC 340 Patteson Dr MORGANTOWN WV 26505 (304) 244-2722 6121
GPS Hospitality, LLC 2 Lawless Rd MORGANTOWN WV 26501 304-244-2718 7620
Bishop 2000 Cranberry Square MORGANTOWN WV 26508 (304) 594-1464 11669
Bishop 1931 Earl Core Road MORGANTOWN WV 26505 (304) 291-2926 14548

135
 EXHIBIT O1
FRANCHISED RESTAURANTS AS OF DECEMBER 31, 2021

Franchisee Address City State Zip Telephone Number Rest. No.

Bishop 326 Chaplin Hill Road MORGANTOWN WV 26501 (304) 381-2213 21329
Go-Mart, Inc 55 Postal Ave MORGANTOWN WV 26508 (304) 296-7666 26100
Carrols LLC 5 Walmart Drive MOUNDSVILLE WV 26041-1187 (304) 843-1901 16062
GPS Hospitality, LLC 1248 North State Route 2 NEW MARTINSVILLE WV 26155 (304) 244-2720 9452
Tri-Angle Foods, LLC 603 Fayette Square OAK HILL WV 25901-9728 (304) 252-4001 4835
Delton Restaurants, Inc. 2902 Pike Street PARKERSBURG WV 26101-8653 (681) 797-5504 12920
Delton Restaurants, Inc. 514 Division Street PARKERSBURG WV 26101-5654 (304) 428-1818 13378
Herridge/Wharton 42 Emerson Commons Blvd PARKERSBURG WV 26104-9283 (304) 422-3572 16285
Go-Mart, Inc 90 Woodberry Lane PARKERSBURG WV 26104 (304) 865-2325 23533
Tri-Angle Foods, LLC 327 Ingleside Road PRINCETON WV 24740-3273 (304) 487-9839 13450
Delton Restaurants, Inc. 2151 Cedar Lakes Road RIPLEY WV 25271-9325 (304) 372-1022 11122
Timoney Hc63-Box 2500 ROMNEY WV 26757 (1304) 822-7395 8823
Ampler Burgers Ohio LLC 2 Riverwalk Plaza S CHARLESTON WV 25303-1026 (304) 744-3428 6300
Go-Mart, Inc 6708 MacCorckle Ave ST. ALBANS WV 25177 (681) 265-9148 26467
GPS Hospitality, LLC 130 Irish St SUMMERSVILLE WV 26651 (304) 244-2728 12684
Delton Restaurants, Inc. 111 Grand Central Avenue VIENNA WV 26105-4109 (304) 485-1201 2692
Bishop 4124 Freedom Way WEIRTON WV 26062 (681) 328-3955 24593
GPS Hospitality, LLC 103 Staunton Dr WESTON WV 26452 (304) 244-2729 16793
Carrols LLC 104 Zane Street WHEELING WV 26003-2289 (304) 233-8814 14802
BDSB of Northeast, LC 37 Swift Creek Lane AFTON WY 83110-9729 (307) 886-3143 12585
TA Operating LLC Exit 377 BURNS WY 82053-0000 (307) 265-0945 13744
Allison 4051 Cy Avenue CASPER WY 82604-4238 (307) 265-0945 2751
Allison 596 North Poplar CASPER WY 82601-1643 (307) 234-8300 11628
Allison 81 SE Wyoming Boulevard CASPER WY 82609-1939 (307) 235-6090 12323
MT Food Group, LLC 2345 East Lincolnway CHEYENNE WY 82001-5415 (307) 632-0322 1622
MT Food Group, LLC 205 North Greeley Highway CHEYENNE WY 82007-2341 (307) 634-8730 4025
HR Restaurants, LLC 1902 Mountain View Drive CODY WY 82414-4931 (307) 370-3714 6118
TA Operating LLC I-80, Exit #30 Bigalow Road FORT BRIDGER WY 82933-0000 (307) 782-3846 13858
Allison 2200 South Douglas Highway GILLETTE WY 82718-5418 (307) 687-0400 5183
HR Restaurants, LLC 3001 East Grand Avenue LARAMIE WY 82070-5104 (307) 742-8590 2178
HR Restaurants, LLC 2510 E Cedar St RAWLINS WY 82301-6022 (307) 370-3716 17794
HR Restaurants, LLC 2150 North Federal Boulevard RIVERTON WY 82501-5206 (307) 856-8797 9507
BDSB of Wyoming, L. C. 1665 Sunset Drive ROCK SPRINGS WY 82901-7048 (307) 362-7777 2277
G F Foods, LLC 1020 East Valley Road TORRINGTON WY 82240 (307) 532-4505 13292

**Denotes WHOPPER® Bar.

*Denotes Developer with a development agreement

136
EXHIBIT O2
 EXHIBIT O2
BURGER KING COMPANY-OWNED RESTAURANTS AS OF DECEMBER 31, 2021

State City Address Zip Rest No Telephone Number

FL CAROL CITY 17951 N. W. 27th Avenue 33056-3504 25 (305) 624-8822
FL CORAL GABLES 395 Alcazar 33134-4301 71 (305) 448-4311
FL HIALEAH 775 East 9th Street 33010-4553 10 (305) 885-0075
FL HIALEAH 891 West 49th Street 33012-3544 22 (305) 821-3609
FL HIALEAH 410 West 84th Street 33014-3615 67 (305) 826-5564
FL HIALEAH 2210 West 68th Street 33016-1886 6877 (305) 821-0404
FL HIALEAH 5711 NW 176th Street 33015-5124 13874 (305) 826-2599
FL HOMESTEAD 28644 SW 137 Ave. 33033-3102 16847 (305) 248-3080
FL MEDLEY 7195 Nw 74th Street 33166-2534 5991 (305) 887-1309
FL MIAMI 3601 N.W. 27th Avenue 33142-5221 1 (305) 638-3838
FL MIAMI 9201 South Dixie Highway 33156-2941 6 (305) 666-1130
FL MIAMI 3051 Coral Way 33145-3212 7 (305) 445-2111
FL MIAMI 1910 N. E. 163rd Street 33162-4826 12 (305) 947-4121
FL MIAMI 9675 Bird Road 33165-4030 14 (305) 221-1961
FL MIAMI 7070 Bird Road 33155-3716 29 (305) 661-1252
FL MIAMI 5401 N. W. 7th Avenue 33127-1801 30 (305) 758-0180
FL MIAMI 1700 Biscayne Boulevard 33132-1124 33 (305) 379-0468
FL MIAMI 730 N. W. 36th Street 33127-3030 36 (305) 634-0163
FL MIAMI 1309 N. W. 20th Street 33142-7721 41 (305) 325-0968
FL MIAMI 13201 South Dixie Highway 33156-6511 44 (305) 235-0531
FL MIAMI 5721 N. W. 7th Street 33126-3105 64 (305) 261-2673
FL MIAMI 2275 S. W. 87th Avenue 33165-2009 74 (305) 264-5567
FL MIAMI 11595 S. W. 40th Street 33165-3313 90 (305) 223-8089
FL MIAMI 14095 N. Kendall Drive 33186-4043 91 (305) 385-6179
FL MIAMI 10710 S.W. 72nd Street 33173-2702 94 (305) 595-2807
FL MIAMI 2801 S. W. 27th Avenue 33133-3701 2328 (305) 445-3985
FL MIAMI 955 S. W. 107 Avenue 33174-2504 2531 (305) 553-7244
FL MIAMI 701 N. W. 37th Avenue 33125-3818 3029 (305) 642-3091
FL MIAMI 900 Ives Dairy Road 33179-2414 3624 (305) 653-9518
FL MIAMI 8050 N.W. 36th Street 33166-6610 4152 (305) 592-0900
FL MIAMI 2390 West Flagler Street 33135-1525 4239 (305) 541-0485
FL MIAMI 18730 Nw 67th Avenue 33015-2408 5249 (305) 625-0815
FL MIAMI 20505 Old Cutler Road 33189-2429 6872 (305) 233-6915
FL MIAMI 11200 S. W. 137th Avenue 33186-4200 6896 (305) 382-4842
FL MIAMI 16025 South Dixie Highway 33157-1839 7299 (305) 253-7160
FL MIAMI 4032 South West 137 Ave. 33175-6464 7702 (305) 552-0949
FL MIAMI 5707 Blue Lagoon Drive 33126-2029 9750 (305) 378-7128
FL MIAMI 16730 S.W. 88TH St. 33196-5934 13121 (305) 383-2113
FL MIAMI 13704 S.W. 56th Street 33175-6020 13152 (305) 408-2830
FL MIAMI BEACH 910 Arthur Godfrey Road 33140-3307 38 (305) 674-8033
FL MIAMI BEACH 1100 - 5th Street 33139-6507 9869 (305) 531-3448
FL MIAMI BEACH 1101 Washington Ave. 33139-4611 *17402 (305) 673-4560
FL MIAMI LAKES 15320 N. W. 79th Court 33016-5808 7553 (305) 826-8300
FL MIAMI SHORES 9099 Biscayne Boulevard 33138-3221 3711 (305) 757-6920
FL MIAMI SPRINGS 4201 N. W. 36th Street 33166-7301 4214 (305) 888-3136
FL NORTH MIAMI 12215 Biscayne Boulevard 33181-2713 60 (305) 893-5761
FL NORTH MIAMI 13575 West Dixie Highway 33161-3827 3082 (305) 891-5133
FL NORTH MIAMI BEACH 233 Northeast 167 Street 33162-2302 2775 (305) 652-9098
FL PERRINE 18240 South Dixie Highway 33157-5525 8 (305) 235-4801
FL SUNNY ISLES SHORES 18194 North Collins Avenue 33160-2725 3423 (305) 935-3546
FL VIRGINIA GARDENS 3700 Curtiss Parkway 33166-7106 63 (305) 871-1515

* The restaurant listed is a WHOPPER® Bar.

EXHIBIT O3
 EXHIBIT O3
FRANCHISEES THAT HAVE CEASED OPERATIONS AS OF DECEMBER 31, 2021

Franchisee Name City State Phone #

HS&S Restaurants, Inc. Anchorage AK 907-764-5104
HS&S Restaurants, Inc. Anchorage AK 907-764-5104
HS&S Restaurants, Inc. Anchorage AK 907-764-5104
HS&S Restaurants, Inc. Wasilla AK 907-764-5104
Best Burgers, LLC Springdale AR (479) 756-1779
Leigh Enterprises, Inc. Fountain hills AZ (480) 860-2122
Leigh Enterprises, Inc. Gila bend AZ (480) 860-2122
Leigh Enterprises, Inc. Glendale AZ (480) 860-2122
Leigh Enterprises, Inc. Phoenix AZ (480) 860-2122
Cowley Tempe AZ (480) 446-9511
Ocean Eleven, Inc. Arvin CA (650) 814-4262
Ocean Eleven, Inc. Bakersfield CA (650) 814-4262
I Double on Nine, Inc Coalinga CA (650) 743-6649
Golden Gate Restaurant Group, Inc. Colma CA (510) 331-8144
J and A Food Service, Inc. Colusa CA (530) 222-1311
J and A Food Service, Inc. Corning CA (530) 222-1311
Eureka Fortune, Inc. Crescent city CA (650) 814-4262
Ocean Eleven, Inc. Delano CA (650) 814-4262
SoCal Silver King, LLC Downey CA (203)-526-6886
SoCal Silver King, LLC Escondido CA (203)-526-6886
SoCal Silver King, LLC Escondido CA (203)-526-6886
SoCal Silver King, LLC Escondido CA (203)-526-6886
SoCal Silver King, LLC Escondido CA (203)-526-6886
Eureka Fast Food Corp. Eureka CA (650) 814-4262
SoCal Silver King, LLC Fallbrook CA (203)-526-6886
Eureka Fortune, Inc. Fortuna CA (650) 814-4262
Golden Gate Restaurant Group, Inc. Hayward CA (510) 331-8144
Golden Gate Restaurant Group, Inc. Hercules CA (510) 331-8144
I Double on Nine, Inc Kerman CA (650) 743-6649
California Food Management, LLC Long beach CA (310) 755-6276
SoCal Silver King, LLC Los angeles CA (203)-526-6886
SoCal Silver King, LLC Maywood CA (203)-526-6886
McKinleyville Restaurant, Inc. Mckinleyville CA (650) 814-4262
Wurts Newhall CA (661) 513-3767
Golden Gate Restaurant Group, Inc. Novato CA (510) 331-8144
Golden Gate Restaurant Group, Inc. Oakland CA (510) 331-8144
Amin Oceanside CA (949) 366-9083
QSR WEST DEVELOPMENT ONE, Inc, Orange cove CA 650-814-4262
J and A Food Service, Inc. Red bluff CA (530) 222-1311
J and A Food Service, Inc. Redding CA (530) 222-1311
Golden Gate Restaurant Group, Inc. Richmond CA (510) 331-8144
Delpit, Jr./Spainhower Riverside CA (951) 688-4068
SoCal Silver King, LLC San diego CA (203)-526-6886
Chung San francisco CA (650) 755-8889

1
 EXHIBIT O3
FRANCHISEES THAT HAVE CEASED OPERATIONS AS OF DECEMBER 31, 2021

Franchisee Name City State Phone #

Golden Gate Restaurant Group, Inc. San francisco CA (510) 331-8144
Golden Gate Restaurant Group, Inc. San francisco CA (510) 331-8144
Golden Gate Restaurant Group, Inc. San francisco CA (510) 331-8144
California Food Management, LLC Santa ana CA (310) 755-6276
Shere Santa fe springs CA (714) 543-5703
SoCal Silver King, LLC South gate CA (203)-526-6886
Ocean Eleven, Inc. Taft CA (650) 814-4262
Ocean Eleven, Inc. Tehachapi CA (650) 814-4262
Ocean Eleven, Inc. Wasco CA (650) 814-4262
SoCal Silver King, LLC Whittier CA (203)-526-6886
J and A Food Service, Inc. Williams CA (530) 222-1311
California Food Management, LLC Wilmington CA (310) 755-6276
Kraft/Robison Arvada CO (303) 480-2182
Wheeler Restaurant Group, LLC Aurora CO (254) 405-4878
Nor-Mar, Inc. Boulder CO (303) 581-0300
Nor-Mar, Inc. Boulder CO (303) 581-0300
Nor-Mar, Inc. Brighton CO (303) 581-0300
Wheeler Restaurant Group, LLC Castle rock CO (254) 405-4878
Wheeler Restaurant Group, LLC Castle rock CO (254) 405-4878
Kraft/Robison Centennial CO (303) 480-2182
L & R of Grand Junction, Inc. Clifton CO (303) 581-0300
Kraft/Robison Colorado springs CO (303) 480-2182
Kraft/Robison Colorado springs CO (303) 480-2182
Kraft/Robison Colorado springs CO (303) 480-2182
Kraft/Robison Colorado springs CO (303) 480-2182
Kraft/Robison Colorado springs CO (303) 480-2182
Kraft/Robison Colorado springs CO (303) 480-2182
Kraft/Robison Colorado springs CO (303) 480-2182
Kraft/Robison Colorado springs CO (303) 480-2182
Wheeler Restaurant Group, LLC Colorado springs CO (254) 405-4878
Nor-Mar, Inc. Dacono CO (303) 581-0300
Donahue/Oceguera Denver CO (720) 479-6969
Kraft/Robison Denver CO (303) 480-2182
Kraft/Robison Denver CO (303) 480-2182
Kraft/Robison Denver CO (303) 480-2182
Kraft/Robison Denver CO (303) 480-2182
Nor-Mar, Inc. Denver CO (303) 581-0300
Wheeler Restaurant Group, LLC Denver CO (254) 405-4878
Wheeler Restaurant Group, LLC Denver CO (254) 405-4878
Wheeler Restaurant Group, LLC Denver CO (254) 405-4878
Wheeler Restaurant Group, LLC Denver CO (254) 405-4878
Donahue Englewood CO (720) 479-6969
Wheeler Restaurant Group, LLC Englewood CO (254) 405-4878
Nor-Mar, Inc. Erie CO (303) 581-0300

2
 EXHIBIT O3
FRANCHISEES THAT HAVE CEASED OPERATIONS AS OF DECEMBER 31, 2021

Franchisee Name City State Phone #

Nor-Mar, Inc. Fort collins CO (303) 581-0300
Nor-Mar, Inc. Fort collins CO (303) 581-0300
Nor-Mar, Inc. Fort collins CO (303) 581-0300
Nor-Mar, Inc. Fort lupton CO (303) 581-0300
Nor-Mar, Inc. Fort morgan CO (303) 581-0300
Kraft/Robison Fountain CO (303) 480-2182
L & R of Grand Junction, Inc. Fruita CO (303) 581-0300
Wheeler Restaurant Group, LLC Golden CO (254) 405-4878
L & R of Grand Junction, Inc. Grand junction CO (303) 581-0300
L & R of Grand Junction, Inc. Grand junction CO (303) 581-0300
Leigh/Lukas Grand junction CO (303) 581-0300
Nor-Mar, Inc. Greeley CO (303) 581-0300
Nor-Mar, Inc. Greeley CO (303) 581-0300
Nor-Mar, Inc. Greeley CO (303) 581-0300
Wheeler Restaurant Group, LLC Lakewood CO (254) 405-4878
Nor-Mar, Inc. Louisville CO (303) 581-0300
Culver/Lukas, Estate of Montrose CO (303) 581-0300
Kraft/Robison Northglenn CO (303) 480-2182
De La Rosa/De La Rosa Parker CO (303) 694-9026
Pueblo Mngmnt. Group, Inc. Pueblo CO (719) 562-9907
Pueblo Mngmnt. Group, Inc. Pueblo CO (719) 562-9907
Oldershaw/Williams Silverthorne CO (303) 814-9994
Nor-Mar, Inc. Thornton CO (303) 581-0300
Wheeler Restaurant Group, LLC Thornton CO (254) 405-4878
Nor-Mar, Inc. Wellington CO (303) 581-0300
Wheeler Restaurant Group, LLC Westminster CO (254) 405-4878
Kraft/Robison Wheat ridge CO (303) 480-2182
Nor-Mar, Inc. Windsor CO (303) 581-0300
Rackson Restaurants, LLC Bridgeport CT 908-927-0130
Rackson Restaurants, LLC Bridgeport CT 908-927-0130
Rackson Restaurants, LLC Norwalk CT 908-927-0130
Rackson Restaurants, LLC Norwalk CT 908-927-0130
Rackson Restaurants, LLC Stamford CT 908-927-0130
Rackson Restaurants, LLC Stratford CT 908-927-0130
Rackson Restaurants, LLC Newark DE 908-927-0130
Magic Burgers, LLC Altamonte springs FL (972) 620-2287
Magic Burgers, LLC Altamonte springs FL (972) 620-2287
BPH Burger Apopka, LLC Apopka FL (305) 371-3411
Magic Burgers, LLC Apopka FL (972) 620-2287
Magic Burgers, LLC Apopka FL (972) 620-2287
BPH Burger Auburndale, LLC Auburndale FL (305) 371-3411
Magic Burgers, LLC Cape canaveral FL (972) 620-2287
Magic Burgers, LLC Casselberry FL (972) 620-2287
Magic Burgers, LLC Clermont FL (972) 620-2287

3
 EXHIBIT O3
FRANCHISEES THAT HAVE CEASED OPERATIONS AS OF DECEMBER 31, 2021

Franchisee Name City State Phone #

Magic Burgers, LLC Clermont FL (972) 620-2287
Magic Burgers, LLC Davenport FL (972) 620-2287
Magic Burgers, LLC Daytona bch shr FL (972) 620-2287
Magic Burgers, LLC Daytona beach FL (972) 620-2287
Magic Burgers, LLC Daytona beach FL (972) 620-2287
Magic Burgers, LLC Daytona beach FL (972) 620-2287
Magic Burgers, LLC Daytona beach FL (972) 620-2287
Magic Burgers, LLC De land FL (972) 620-2287
Magic Burgers, LLC De land FL (972) 620-2287
Magic Burgers, LLC Debary FL (972) 620-2287
Magic Burgers, LLC Edgewater FL (972) 620-2287
Magic Burgers, LLC Eustis FL (972) 620-2287
Magic Burgers, LLC Eustis FL (972) 620-2287
Magic Burgers, LLC Flagler beach FL (972) 620-2287
BPH Burger 8, LLC Fort lauderdale FL (305) 371-3411
Magic Burgers, LLC Groveland FL (972) 620-2287
Magic Burgers, LLC Indian hbr bch FL (972) 620-2287
Southern King Holdings, LLC Jacksonville FL (904) 625-6107
Magic Burgers, LLC Kissimmee FL (972) 620-2287
Magic Burgers, LLC Kissimmee FL (972) 620-2287
Magic Burgers, LLC Kissimmee FL (972) 620-2287
Magic Burgers, LLC Kissimmee FL (972) 620-2287
Magic Burgers, LLC Kissimmee FL (972) 620-2287
Magic Burgers, LLC Kissimmee FL (972) 620-2287
Magic Burgers, LLC Kissimmee FL (972) 620-2287
Magic Burgers, LLC Kissimmee FL (972) 620-2287
Magic Burgers, LLC Kissimmee FL (972) 620-2287
Magic Burgers, LLC Lady lake FL (972) 620-2287
Adiser Orlando LLC Lake mary FL (689) 777-8976
Magic Burgers, LLC Lake mary FL (972) 620-2287
Bravotampa, LLC Largo FL (574) 243-6619
Magic Burgers, LLC Longwood FL (972) 620-2287
Magic Burgers, LLC Melbourne FL (972) 620-2287
Magic Burgers, LLC Melbourne FL (972) 620-2287
Magic Burgers, LLC Merritt island FL (972) 620-2287
Magic Burgers, LLC Merritt island FL (972) 620-2287
Espinosa/Espinosa, III Miami FL (305) 279-1876
Zaczac Miami FL (305)322-0040
Espinosa/Espinosa, III Naranja FL (305) 279-1876
Sayed North port FL (941) 286-3708
Sayed/Sayed North port FL (941) 286-3708
BPH Burger Ocala, LLC Ocala FL (305) 371-3411
Magic Burgers, LLC Ocoee FL (972) 620-2287
Magic Burgers, LLC Ocoee FL (972) 620-2287

4
 EXHIBIT O3
FRANCHISEES THAT HAVE CEASED OPERATIONS AS OF DECEMBER 31, 2021

Franchisee Name City State Phone #

Magic Burgers, LLC Orange city FL (972) 620-2287
Adiser Orlando LLC Orlando FL 689-777-8976
Adiser Orlando LLC Orlando FL 689-777-8976
Magic Burgers, LLC Orlando FL (972) 620-2287
Magic Burgers, LLC Orlando FL (972) 620-2287
Magic Burgers, LLC Orlando FL (972) 620-2287
Magic Burgers, LLC Orlando FL (972) 620-2287
Magic Burgers, LLC Orlando FL (972) 620-2287
Magic Burgers, LLC Orlando FL (972) 620-2287
Magic Burgers, LLC Orlando FL (972) 620-2287
Magic Burgers, LLC Orlando FL (972) 620-2287
Magic Burgers, LLC Orlando FL (972) 620-2287
Magic Burgers, LLC Orlando FL (972) 620-2287
Magic Burgers, LLC Orlando FL (972) 620-2287
Magic Burgers, LLC Orlando FL (972) 620-2287
Magic Burgers, LLC Orlando FL (972) 620-2287
Magic Burgers, LLC Orlando FL (972) 620-2287
Magic Burgers, LLC Orlando FL (972) 620-2287
Magic Burgers, LLC Orlando FL (972) 620-2287
Magic Burgers, LLC Orlando FL (972) 620-2287
Magic Burgers, LLC Orlando FL (972) 620-2287
Magic Burgers, LLC Orlando FL (972) 620-2287
Magic Burgers, LLC Orlando FL (972) 620-2287
Magic Burgers, LLC Orlando FL (972) 620-2287
Magic Burgers, LLC Orlando FL (972) 620-2287
Magic Burgers, LLC Orlando FL (972) 620-2287
Magic Burgers, LLC Orlando FL (972) 620-2287
Magic Burgers, LLC Orlando FL (972) 620-2287
Magic Burgers, LLC Orlando FL (972) 620-2287
Magic Burgers, LLC Oviedo FL (972) 620-2287
Magic Burgers, LLC Palm bay FL (972) 620-2287
Magic Burgers, LLC Palm bay FL (972) 620-2287
Sayed/Sayed Port charlotte FL (941) 286-3708
Magic Burgers, LLC Port orange FL (972) 620-2287
Magic Burgers, LLC Saint cloud FL (972) 620-2287
Magic Burgers, LLC Sanford FL (972) 620-2287
Magic Burgers, LLC Sanford FL (972) 620-2287
Magic Burgers, LLC Sanford FL (972) 620-2287
Magic Burgers, LLC St. augustine FL (972) 620-2287
Magic Burgers, LLC The villages FL (972) 620-2287
Magic Burgers, LLC Titusville FL (972) 620-2287
Magic Burgers, LLC Titusville FL (972) 620-2287
Magic Burgers, LLC West melbourne FL (972) 620-2287
Magic Burgers, LLC Winter garden FL (972) 620-2287

5
 EXHIBIT O3
FRANCHISEES THAT HAVE CEASED OPERATIONS AS OF DECEMBER 31, 2021

Franchisee Name City State Phone #

Magic Burgers, LLC Winter park FL (972) 620-2287
Magic Burgers, LLC Winter park FL (972) 620-2287
Magic Burgers, LLC Winter springs FL (972) 620-2287
Schuster Carrollton GA 706-324-7544
Northrop/Northrop/Northrop/Northrop Cordele GA (229) 888-3372
Northrop/Northrop/Northrop/Northrop Fitzgerald GA (229) 888-3372
Northrop/Northrop/Northrop/Northrop Moultrie GA (229) 888-3372
Northrop/Northrop/Northrop/Northrop Sylvester GA (229) 888-3372
Northrop/Northrop/Northrop/Northrop Tifton GA (229) 888-3372
Northrop/Northrop/Northrop/Northrop Tifton GA (229) 888-3372
Kazi Restaurants of Hawaii, Inc. Honolulu HI (808) 550-4100
Crown Ventures Iowa Inc. Davenport IA (815) 529-8222
LAD Corporation Fairfield IA (217) 223-8000
LAD Corporation Fort madison IA (217) 223-8000
Eilers/Jones Keokuk IA (217) 223-8000
Tasty King of Iowa, LLC Northwood IA (310) 943-4997
Kadina Corporation Ottumwa IA (402) 933-7230
RU Hungry, LLC Lewiston ID (559) 738-8476
Tri City Foods of Illinois, LLC Chicago IL (281) 201-2700
IRMG Burger Restaurants of Gurnee North, Inc. Gurnee IL 305-476-1611
LAD Corporation Macomb IL (217) 223-8000
Tri City Foods of Illinois, LLC Marseilles IL (281) 201-2700
Eilers/Jones Quincy IL (217) 223-8000
LAD Corporation Quincy IL (217) 223-8000
Bravokilo, Inc. Angola IN (574) 243-6412
Carrols LLC Arcadia IN 315-424-0514
Bravokilo, Inc. Auburn IN (574) 243-6412
Carrols LLC Carmel IN 315-424-0514
Bravokilo, Inc. Columbia city IN (574) 243-6412
Bravokilo, Inc. Decatur IN (574) 243-6412
Bravokilo, Inc. Fort wayne IN (574) 243-6412
Bravokilo, Inc. Fort wayne IN (574) 243-6412
Bravokilo, Inc. Fort wayne IN (574) 243-6412
Bravokilo, Inc. Fort wayne IN (574) 243-6412
Bravokilo, Inc. Fort wayne IN (574) 243-6412
Bravokilo, Inc. Huntington IN (574) 243-6412
Meyers/Owen Indianapolis IN (317) 888-6567
Bravokilo, Inc. Kendallville IN (574) 243-6412
Bravokilo, Inc. Ligonier IN (574) 243-6412
Bravokilo, Inc. Portland IN (574) 243-6412
Bravokilo, Inc. Winchester IN (574) 243-6412
BMT of Kentucky, Inc. Danville KY (502) 570-0498
BMT of Kentucky, Inc. Georgetown KY (502) 570-0498
BMT of Kentucky, Inc. Georgetown KY (502) 570-0498

6
 EXHIBIT O3
FRANCHISEES THAT HAVE CEASED OPERATIONS AS OF DECEMBER 31, 2021

Franchisee Name City State Phone #

BMT of Kentucky, Inc. Lawrenceburg KY (502) 570-0498
BMT of Kentucky, Inc. Lexington KY (502) 570-0498
BMT of Kentucky, Inc. Lexington KY (502) 570-0498
BMT of Kentucky, Inc. Lexington KY (502) 570-0498
BMT of Kentucky, Inc. Lexington KY (502) 570-0498
BMT of Kentucky, Inc. Lexington KY (502) 570-0498
BMT of Kentucky, Inc. Mount sterling KY (502) 570-0498
BMT of Kentucky, Inc. Nicholasville KY (502) 570-0498
BMT of Kentucky, Inc. Richmond KY (502) 570-0498
BMT of Kentucky, Inc. Versailles KY (502) 570-0498
BMT of Kentucky, Inc. Winchester KY (502) 570-0498
GPS Hospitality Partners IV, LLC Lake charles LA (770) 933-5023
GPS Hospitality Partners IV, LLC Mandeville LA (770) 933-5023
JSC Whitinsville LLC Whitinsville MA (585) 590-0137
Andrzejewski Baltimore MD (410) 560-1002
Andrzejewski Baltimore MD (410) 560-1002
Bridgette Foods, LLC Baltimore MD (410) 560-1002
Kapuria/Sharma Baltimore MD (703) 929-2844
Rackson Restaurants, LLC Elkton MD 908-927-0130
Rackson Restaurants, LLC Havre de grace MD 908-927-0130
Galen/Galen Battle creek MI (269) 962-6808
Galen/Galen Charlotte MI (269) 962-6808
Lonigro/Lonigro Clinton township MI (734) 284-4963
Lonigro/Lonigro Clinton township MI (734) 284-4963
Galen/Galen Eaton rapids MI (269) 962-6808
The Evolution Company, II, LLC Flint MI (269) 660-2800
Galen/Galen Hillsdale MI (269) 962-6808
Northwind Investments, Inc. Ithaca MI (989) 772-2600
Northwind Investments, Inc. Manistique MI (989) 772-2600
Lonigro/Lonigro Melvindale MI (734) 284-4963
Lonigro/Lonigro Taylor MI (734) 284-4963
Galen/Galen Three rivers MI (269) 962-6808
King of Wixom, Inc. Wixom MI (248) 528-2860
Holderbecker/Holderbecker Bemidji MN (218) 444-2569
Holderbecker/Holderbecker Bemidji MN (218) 444-2569
BMB Management Group, LLC Brentwood MO (314) 872-9235
Tasty King of Missouri, LLC Kansas city MO (310) 943-4997
Kadina Corporation Kirksville MO (402) 933-7230
AM-PM Enterprises II, Inc. Cary NC (703) 961-9999
AM-PM Enterprises III, Inc. Cary NC (703) 961-9999
AM-PM Enterprises II, Inc. Clayton NC (703) 961-9999
Carrols LLC Dunn NC 315-424-0514
AM-PM Enterprises I, Inc. Durham NC (703) 961-9999
AM-PM Enterprises II, Inc. Durham NC (703) 961-9999

7
 EXHIBIT O3
FRANCHISEES THAT HAVE CEASED OPERATIONS AS OF DECEMBER 31, 2021

Franchisee Name City State Phone #

AM-PM Enterprises II, Inc. Durham NC (703) 961-9999
AM-PM Enterprises III, Inc. Durham NC (703) 961-9999
Karma Foods of Elizabeth City, LLC Elizabeth city NC (847) 275-6104
AM-PM Enterprises II, Inc. Hillsborough NC (703) 961-9999
Karma Foods of Kill Devil Hills, LLC Kill devil hills NC (847) 275-6104
AM-PM Enterprises II, Inc. Knightdale NC (703) 961-9999
AM-PM Enterprises I, Inc. Nashville NC (703) 961-9999
AM-PM Enterprises II, Inc. Raleigh NC (703) 961-9999
AM-PM Enterprises II, Inc. Raleigh NC (703) 961-9999
AM-PM Enterprises II, Inc. Raleigh NC (703) 961-9999
AM-PM Enterprises II, Inc. Raleigh NC (703) 961-9999
AM-PM Enterprises II, Inc. Raleigh NC (703) 961-9999
AM-PM Enterprises III, Inc. Raleigh NC (703) 961-9999
AM-PM Enterprises II, Inc. Spring hope NC (703) 961-9999
AM-PM Enterprises II, Inc. Wake forest NC (703) 961-9999
AM-PM Enterprises II, Inc. Wake forest NC (703) 961-9999
Lee Wesley Restaurants, LLC Waxhaw NC (407) 428-9559
AM PM Enterprises IV, LLC Winston salem NC (703) 961-9999
AM-PM Enterprises I, Inc. Zebulon NC (703) 961-9999
BKBJ, Inc. Grand island NE (308) 384-8131
Degen Enteprises, Inc. Grand island NE (308) 381-7087
Degen Properties, Inc. Grand island NE (308) 382-6780
Kohler/Kohler Portsmouth NH (781) 893-0990
Cape Atlantic Food Services, LLC Absecon NJ (609) 927-9622
Paterno/Wallstein Denville NJ (201) 445-0055
Cape Atlantic Food Services, LLC Egg harbor twp NJ (609) 927-9622
Cape Atlantic Food Services, LLC Galloway NJ (609) 927-9622
Paterno/Wallstein Hackettstown NJ (201) 445-0055
Cape Atlantic Food Services, LLC Hammonton NJ (609) 927-9622
Paterno/Wallstein Hillside NJ (201) 445-0055
South Hackensack Rest. Corp. Jersey city NJ (609) 894-2175
Paterno/Wallstein Livingston NJ (201) 445-0055
Cape Atlantic Food Services, LLC Marmora NJ (609) 927-9622
Paterno/Wallstein Midland park NJ (201) 445-0055
Ambica Food Services, LLC Newark NJ (201) 265-0605
Cape Atlantic Food Services, LLC Pleasantville NJ (609) 927-9622
Cape Atlantic Food Services, LLC Rio grande NJ (609) 927-9622
Paterno/Wallstein Washington NJ (201) 445-0055
Devs Foods 2, LLC West caldwell NJ (908) 279-6624
Paterno/Wallstein West orange NJ (201) 445-0055
1940 Linden Operating Corp. Brooklyn NY (713) 630-5535
Johnsen/Leong Brooklyn NY (201) 867-8101
Johnsen/Leong Brooklyn NY (201) 867-8101
Johnsen/Leong Brooklyn NY (201) 867-8101

8
 EXHIBIT O3
FRANCHISEES THAT HAVE CEASED OPERATIONS AS OF DECEMBER 31, 2021

Franchisee Name City State Phone #

Johnsen/Leong Brooklyn NY (201) 867-8101
HMSHost Family Restaurants, LLC Clifton springs NY (814) 444-9765
Rackson Restaurants, LLC Jamaica NY 908-927-0130
JSC Marketplace Mall Rochester NY (585) 755-3950
Goshen Food Corporation Warwick NY (201) 445-0055
Renuart Berea OH (440) 322-6060
Restaurant Associates of Cincinnati, Inc. Cincinnati OH (513) 530-9844
TOMS KING (OHIO, II) LLC Elyria OH 915 444 2000
Carrols LLC Hartville OH 315-424-0514
Restaurant Associates of Cincinnati, Inc. Lebanon OH (513) 530-9844
Ampler Burgers Ohio LLC Lewis center OH 402-882-0112
Restaurant Associates of Cincinnati, Inc. Mason OH (513) 530-9844
TOMS KING (OHIO, II) LLC Middleburg heights OH 915 444 2000
Franchise Operations, Inc. Parma OH 440-801-1620 x108
Ampler Burgers Ohio LLC Pickerington OH 402-882-0112
TOMS KING (OHIO, II) LLC Seven hills OH 915 444 2000
Restaurant Associates of Cincinnati, Inc. Springdale OH (513) 530-9844
Restaurant Associates of Cincinnati, Inc. West chester OH (513) 530-9844
Kondisko Wintersville OH (724) 838-9849
Travis County Investments, LP Duncan OK (281) 492-9555
Travis County Investments, LP Lawton OK (281) 492-9555
Travis County Investments, LP Lawton OK (281) 492-9555
Travis County Investments, LP Lawton OK (281) 492-9555
Travis County Investments, LP Lawton OK (281) 492-9555
Bailey/Bailey Moore ok OK (405)321-6441
Steve DeClerck BK, Inc. Ashland OR (530) 842-4827
South Columbia Dining, Inc. Astoria OR (425)334-9934
Rackson Restaurants, LLC Brookhaven PA 908-927-0130
Kondisko Castle shannon PA (724) 838-9849
Rackson Restaurants, LLC Clifton heights PA 908-927-0130
Rackson Restaurants, LLC Coatesville PA 908-927-0130
Rackson Restaurants, LLC Morgantown PA 908-927-0130
Rackson Restaurants, LLC Philadelphia PA 908-927-0130
Kondisko Pittsburgh PA (724) 838-9849
Stroudmall Restaurant Corp. Stroudsburg PA (201) 445-0055
AB III LLC Warrington PA 402-882-0112
Rackson Restaurants, LLC West chester PA 908-927-0130
Barto Wind gap PA (610) 262-2010
Capital Restaurant Group, LLC Conway SC (877) 583-8490
Capital Restaurant Group, LLC Conway SC (877) 583-8490
Capital Restaurant Group, LLC Georgetown SC (877) 583-8490
Capital Restaurant Group, LLC Goose creek SC (877) 583-8490
Capital Restaurant Group, LLC Goose creek SC (877) 583-8490
Capital Restaurant Group, LLC Ladson SC (877) 583-8490

9
 EXHIBIT O3
FRANCHISEES THAT HAVE CEASED OPERATIONS AS OF DECEMBER 31, 2021

Franchisee Name City State Phone #

Capital Restaurant Group, LLC Little river SC (877) 583-8490
Capital Restaurant Group, LLC Myrtle beach SC (877) 583-8490
Capital Restaurant Group, LLC Myrtle beach SC (877) 583-8490
Capital Restaurant Group, LLC Myrtle beach SC (877) 583-8490
Capital Restaurant Group, LLC Myrtle beach SC (877) 583-8490
Capital Restaurant Group, LLC Myrtle beach SC (877) 583-8490
Capital Restaurant Group, LLC N charleston SC (877) 583-8490
Capital Restaurant Group, LLC North charleston SC (877) 583-8490
Capital Restaurant Group, LLC Orangeburg SC (877) 583-8490
Capital Restaurant Group, LLC Orangeburg SC (877) 583-8490
Capital Restaurant Group, LLC Orangeburg SC (877) 583-8490
Clayton/Clayton Bristol TN (423) 968-7446
Transfare II, LLC Nashville TN (615) 275-4331
Clayton/Clayton Piney flats TN (423) 968-7446
Fritz Management, LLC Cleburne TX (972) 620-2287
Fritz Management, LLC Dallas TX (972) 620-2287
Gerasimowicz Houston TX (281) 367-7719
Jillrob, LTD. Houston TX (281) 367-7719
Rojan, Inc. Houston TX 281-367-7719
Jillrob, LTD. Spring TX (281) 367-7719
Gerasimowicz The woodlands TX (281) 367-7719
TFL Partnership, LLP Vernal UT (303) 581-0300
Clayton/Clayton Abingdon VA (423) 968-7446
Clayton/Clayton Weber city VA (423) 968-7446
Bishop/Gettemy Arlington WA (425) 334-9934
T.B.D., Inc. Auburn WA (253) 351-9050
T.B.D., Inc. Auburn WA (253) 351-9050
Emerald City Foods II, Inc. Bellevue WA (253) 351-9050
T.B.D., Inc. Bellevue WA (253) 351-9050
Rose/Rose Bremerton WA (360) 373-1271
Rose/Rose Bremerton WA (360) 373-1271
Rose/Rose Bremerton WA (360) 373-1271
T.B.D., Inc. Burien WA (253) 351-9050
North Columbia Dining, Inc. Castle rock WA 206-618-5387
Bishop/Gettemy Everett WA (425) 334-9934
Bishop/Gettemy Everett WA (425) 334-9934
Bishop/Gettemy Everett WA (425) 334-9934
Mid-Sound Food, Inc. Gig harbor WA (360) 871-2285
North Columbia Dining, Inc. Kelso WA 206-618-5387
Bishop/Gettemy Lake stevens WA (425) 334-9934
Bishop/Gettemy Lake stevens WA (425) 334-9934
Mid-Sound Food, Inc. Lakewood WA (360) 871-2285
North Columbia Dining, Inc. Longview WA 206-618-5387
North Columbia Dining, Inc. Longview WA 206-618-5387

10
 EXHIBIT O3
FRANCHISEES THAT HAVE CEASED OPERATIONS AS OF DECEMBER 31, 2021

Franchisee Name City State Phone #

Bishop/Gettemy Marysville WA (425) 334-9934
Bishop/Gettemy Marysville WA (425) 334-9934
Emerald City Foods II, Inc. North bend WA (253) 351-9050
Bishop/Gettemy Oak harbor WA (425) 334-9934
Rose/Rose Port orchard WA (360) 373-1271
Rose/Rose Port orchard WA (360) 373-1271
Rose/Rose Poulsbo WA (360) 373-1271
Rose/Rose Sequim WA (360) 373-1271
Rose/Rose Silverdale WA (360) 373-1271
Bishop/Gettemy Snohomish WA (425) 334-9934
RU Hungry, LLC Spokane WA (559) 738-8476
RU Hungry, LLC Spokane WA (559) 738-8476
Emerald City Foods II, Inc. Tacoma WA (253) 351-9050
Emerald City Foods II, Inc. Tacoma WA (253) 351-9050
Emerald City Foods II, Inc. Tacoma WA (253) 351-9050
R & D Foods, LLC Tacoma WA 425-441-1550
Ambrosia QSR Washington, LLC Washougal WA (619) 801-9023
Mid-Sound Food, Inc. Wauna WA (360) 871-2285
Valley King of Wisconsin, LLC Ashwaubenon WI (920) 759-9420
Velarde De forest WI (312) 666-0044
Nor-Mar, Inc. Cheyenne WY (303) 581-0300
Nor-Mar, Inc. Cheyenne WY (303) 581-0300

If you buy this franchise, your contact information may be disclosed to other buyers when you leave the
franchise system.

1. This chart does not include a transfer when the beneficial ownership of the franchise does not change.

2. Some of these franchisees may be operating other Burger King Restaurants.

3. Denotes a developer with a development agreement. However, the development agreement may still be in
effect.

11
EXHIBIT P
 AMENDMENT TO
BURGER KING® RESTAURANT FRANCHISE AGREEMENT (ENTITY)
REQUIRED BY THE STATE OF CALIFORNIA
Burger King Restaurant #

Notwithstanding anything to the contrary set forth in the Franchise Agreement, the following provisions shall
supersede and apply to all BURGER KING franchises offered and sold in the State of California:

This Amendment is only applicable if Franchisee is a resident of California or if the Franchised Restaurant
will be located in California.

1. The California Franchise Relations Act (Business and Professions Code Sections 20000 through
20043) provides franchisees with additional rights concerning termination or non-renewal of the Franchise Agreement
and certain provisions of the Franchise Agreement relating to termination and non-renewal may be superseded by
the Act. There may also be court decisions which may supersede the Franchise Agreement and Franchisee’s
relationship with BKC, including the areas of termination and renewal of Franchisee’s franchise. If the Franchise
Agreement is inconsistent with the law, the California law will control.

2. The Franchise Agreement requires application of the laws of Florida. This provision may not be
enforceable under California law.

3. The Franchise Agreement provides for termination upon bankruptcy. This provision may not be
enforceable under federal bankruptcy law (11 U.S.C.A. Sec. 101 et seq.).

4. The Franchise Agreement requires Franchisee to execute a general release of claims upon
renewal or transfer of the Franchise Agreement. California Corporations Code Section 31512 provides that any
condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with any
provision of that law or any rule or order thereunder is void. Section 31512 voids a waiver of Franchisee’s rights
under the Franchise Investment Law (California Corporations Code Section 20010 voids a waiver of Franchisee’s
rights under the Franchise Relations Act (Business and Professions Code Sections 20000 - 20043)). To the extent
required by such laws, Franchisee shall not be required to execute a general release.

5. The Franchise Agreement contains a covenant not to compete which extends beyond the
termination of the franchise. This provision may not be enforceable under California law.

6. By entering into this Amendment, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and
federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect as
the use of manual signatures and an electronically signed version of this Amendment shall constitute an original for
all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Franchise Agreement on the
same day that the Franchise Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*,
a*

By:
*, Managing Owner

THIS AMENDMENT IS AN ATTACHMENT TO ALL BURGER KING® RESTAURANT FRANCHISE AGREEMENTS

(ENTITY) GRANTED IN THE STATE OF CALIFORNIA 4833-7790-2050, v. 1

State of California Amendment

Exhibit P (03/2022)
 AMENDMENT TO
BURGER KING® RESTAURANT FRANCHISE AGREEMENT
(INDIVIDUAL/OWNER-OPERATOR)
REQUIRED BY THE STATE OF CALIFORNIA
Burger King Restaurant #

Notwithstanding anything to the contrary set forth in the Franchise Agreement, the following provisions shall
supersede and apply to all BURGER KING franchises offered and sold in the State of California:

This Amendment is only applicable if Franchisee is a resident of California or if the Franchised Restaurant
will be located in California.

1. The California Franchise Relations Act (Business and Professions Code Sections 20000 through
20043) provides franchisees with additional rights concerning termination or non-renewal of the Franchise Agreement
and certain provisions of the Franchise Agreement relating to termination and non-renewal may be superseded by
the Act. There may also be court decisions which may supersede the Franchise Agreement and Franchisee’s
relationship with BKC, including the areas of termination and renewal of Franchisee’s franchise. If the Franchise
Agreement is inconsistent with the law, the California law will control.

2. The Franchise Agreement requires application of the laws of Florida. This provision may not be
enforceable under California law.

3. The Franchise Agreement provides for termination upon bankruptcy. This provision may not be
enforceable under federal bankruptcy law (11 U.S.C.A. Sec. 101 et seq.).

4. The Franchise Agreement requires Franchisee to execute a general release of claims upon
renewal or transfer of the Franchise Agreement. California Corporations Code Section 31512 provides that any
condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with any
provision of that law or any rule or order thereunder is void. Section 31512 voids a waiver of Franchisee’s rights
under the Franchise Investment Law (California Corporations Code Section 20010 voids a waiver of Franchisee’s
rights under the Franchise Relations Act (Business and Professions Code Sections 20000 - 20043)). To the extent
required by such laws, Franchisee shall not be required to execute a general release.

5. The Franchise Agreement contains a covenant not to compete which extends beyond the
termination of the franchise. This provision may not be enforceable under California law.

6. By entering into this Amendment, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and
federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect as
the use of manual signatures and an electronically signed version of this Amendment shall constitute an original for
all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Franchise Agreement on the
same day that the Franchise Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

THIS AMENDMENT IS AN ATTACHMENT TO ALL BURGER KING® RESTAURANT FRANCHISE AGREEMENTS

(INDIVIDUAL/OWNER-OPERATOR) GRANTED IN THE STATE OF CALIFORNIA. 4817-8413-2066, v. 1

State of California Amendment

Exhibit P (03/2022)
 AMENDMENT TO
BURGER KING® RESTAURANT FRANCHISE AGREEMENT (ENTITY)
REQUIRED BY THE STATE OF HAWAII
Burger King Restaurant #

Notwithstanding anything to the contrary set forth in the Franchise Agreement, the following provisions shall
supersede and apply to all BURGER KING franchises offered and sold in the State of Hawaii:

This Amendment is only applicable if Franchisee is a resident of Hawaii or if the Franchised Restaurant will
be located in Hawaii.

1. Section 18.B of the Franchise Agreement shall be amended by the addition of the following new
subsection (6), which shall be considered an integral part of the Agreement:

(6) Hawaii Law: Notwithstanding anything to the contrary in this Section

18.B, BKC shall comply with Hawaii law which currently requires that BKC compensate the
Franchisee upon termination or refusal to renew the franchise for the fair market value, at the time
of the termination or expiration of the franchise, of any inventory, supplies, equipment and
furnishings which were purchased from BKC or a supplier designated by BKC. Personalized
materials which have no value to BKC need not be compensated for. If BKC refuses to renew a
franchise for the purpose of converting the Franchisee's business to one owned and operated by
BKC, BKC, in addition, must compensate the Franchisee for the loss of goodwill. BKC may deduct
reasonable costs incurred in removing, transporting and disposing of the Franchisee's inventory,
supplies, equipment and furnishings pursuant to these requirements, and may offset any moneys
due BKC.

2. No release, assignment, novation, or waiver set forth in the Agreement will relieve BKC or any
other person from liability imposed by the Hawaii Franchise Investment Law, Hawaii Rev. Stat. §§ 482E, et seq.

3. This Amendment shall be effective only to the extent, with respect to such provision, that the
jurisdictional requirements of the Hawaii Franchise Investment Law, Hawaii Rev. Stat. §§ 482E, et seq., are met
independently without reference to this Amendment.

4. By entering into this Amendment, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and
federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect as
the use of manual signatures and an electronically signed version of this Amendment shall constitute an original for
all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Franchise Agreement on the
same day that the Franchise Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*,
a*

By:
*, Managing Owner

THIS AMENDMENT IS AN ATTACHMENT TO ALL BURGER KING® RESTAURANT FRANCHISE AGREEMENTS

(ENTITY) GRANTED IN THE STATE OF HAWAII.4813-4792-4450, v. 1

State of Hawaii Amendment

Exhibit P (03/2022)
 AMENDMENT TO
BURGER KING® RESTAURANT FRANCHISE AGREEMENT (INDIVIDUAL OWNER-OPERATOR)
REQUIRED BY THE STATE OF HAWAII
Burger King Restaurant #

Notwithstanding anything to the contrary set forth in the Franchise Agreement, the following provisions shall
supersede and apply to all BURGER KING franchises offered and sold in the State of Hawaii:

This Amendment is only applicable if Franchisee is a resident of Hawaii or if the Franchised Restaurant will
be located in Hawaii.

1. Section 18.B of the Franchise Agreement shall be amended by the addition of the following new
subsection (6), which shall be considered an integral part of the Agreement:

(6) Hawaii Law: Notwithstanding anything to the contrary in this Section

18.B, BKC shall comply with Hawaii law which currently requires that BKC compensate the
Franchisee upon termination or refusal to renew the franchise for the fair market value, at the time
of the termination or expiration of the franchise, of any inventory, supplies, equipment and
furnishings which were purchased from BKC or a supplier designated by BKC. Personalized
materials which have no value to BKC need not be compensated for. If BKC refuses to renew a
franchise for the purpose of converting the Franchisee's business to one owned and operated by
BKC, BKC, in addition, must compensate the Franchisee for the loss of goodwill. BKC may deduct
reasonable costs incurred in removing, transporting and disposing of the Franchisee's inventory,
supplies, equipment and furnishings pursuant to these requirements, and may offset any moneys
due BKC.

2. No release, assignment, novation, or waiver set forth in the Agreement will relieve BKC or any
other person from liability imposed by the Hawaii Franchise Investment Law, Hawaii Rev. Stat. §§ 482E, et seq.

3. This Amendment shall be effective only to the extent, with respect to such provision, that the
jurisdictional requirements of the Hawaii Franchise Investment Law, Hawaii Rev. Stat. §§ 482E, et seq., are met
independently without reference to this Amendment.

4. By entering into this Amendment, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and
federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect as
the use of manual signatures and an electronically signed version of this Amendment shall constitute an original for
all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Franchise Agreement on the
same day that the Franchise Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

THIS AMENDMENT IS AN ATTACHMENT TO ALL BURGER KING® RESTAURANT FRANCHISE AGREEMENTS

(INDIVIDUAL OWNER-OPERATOR) GRANTED IN THE STATE OF HAWAII.

4888-7943-2452, v. 2

State of Hawaii Amendment

Exhibit P (03/2022)
 AMENDMENT TO
BURGER KING® RESTAURANT FRANCHISE AGREEMENT (ENTITY)
REQUIRED BY THE STATE OF ILLINOIS
Burger King Restaurant #

Notwithstanding anything to the contrary set forth in the Franchise Agreement, the following provisions shall
supersede and apply to all BURGER KING franchises offered and sold in the State of Illinois:

This Amendment is only applicable if Franchisee is a resident of Illinois or if the Franchised Restaurant will
be located in Illinois.

1. Illinois law governs the Franchise Agreement.

2. Franchisee’s rights upon termination and non-renewal are set forth in Sections 19 and 20 of the
Illinois Franchise Disclosure Act of 1987, Ill. Comp. Stat. §§ 705/1 to 705/44 (the “Act”).

3. Section 4 of the Act states that “Any provision in a franchise agreement that designates jurisdiction
or venue in a forum outside of this State is void, provided that a franchise agreement may provide for arbitration in a
forum outside of this State.”

4. Any condition, stipulation or provision purporting to bind any person acquiring a franchisee to waive
requirements with any provisions of the Act or any other law of the State of Illinois is void. This shall not prevent any
person from entering into a settlement agreement or executing a general release regarding a potential or actual
lawsuit filed under the provisions of the Act, nor shall it prevent the arbitration of any claims pursuant to the provisions
of Title IX of the United States Code.

5. The provision in the Franchise Agreement which terminates the franchise upon the bankruptcy of
the Franchisee may not be enforceable under Title 11, United States Code, Section 101.

6. Section 18.A of the Franchise Agreement is modified by the insertion of the following at the end of
such Section:

“Notwithstanding the foregoing, to the extent required by Illinois law, the

Franchisor shall provide reasonable notice to the Franchisee with the opportunity
to cure any defaults under this Section 18.A, which shall not be less than ten (10)
days and in no event shall such notice be required to be more than thirty (30)
days.”

7. By entering into this Amendment, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and
federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect as
the use of manual signatures and an electronically signed version of this Amendment shall constitute an original for
all purposes.

[Signature Page Follows]

State of Illinois Amendment

Exhibit P (03/2022)
 IN WITNESS WHEREOF, the parties have executed this Amendment to the Franchise Agreement on the
same day that the Franchise Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*,
a*

By:
*, Managing Owner

THIS AMENDMENT IS AN ATTACHMENT TO ALL BURGER KING® RESTAURANT FRANCHISE AGREEMENTS

(ENTITY) GRANTED IN THE STATE OF ILLINOIS.

4872-6816-4356, v. 3

State of Illinois Amendment

Exhibit P (03/2022)
 AMENDMENT TO
BURGER KING® RESTAURANT FRANCHISE AGREEMENT
(INDIVIDUAL/OWNER-OPERATOR)
REQUIRED BY THE STATE OF ILLINOIS
Burger King Restaurant #

Notwithstanding anything to the contrary set forth in the Franchise Agreement, the following provisions shall
supersede and apply to all BURGER KING franchises offered and sold in the State of Illinois:

This Amendment is only applicable if Franchisee is a resident of Illinois or if the Franchised Restaurant will
be located in Illinois.

1. Illinois law governs the Franchise Agreement.

2. Franchisee’s rights upon termination and non-renewal are set forth in Sections 19 and 20 of the
Illinois Franchise Disclosure Act of 1987, Ill. Comp. Stat. §§ 705/1 to 705/44 (the “Act”).

3. Section 4 of the Act states that “Any provision in a franchise agreement that designates jurisdiction
or venue in a forum outside of this State is void, provided that a franchise agreement may provide for arbitration in a
forum outside of this State.”

4. As required by the Act, Paragraph C of the Introduction to the Franchise Agreement relating to the
Franchisee's acknowledgments is hereby deleted and is replaced with the following:

“C. FRANCHISEE desires to acquire a franchise to operate a BURGER

KING Restaurant at the location for the Term specified in this Agreement.
FRANCHISEE is entering into this Agreement after having made an independent
investigation of BKC's operations and not upon any representation as to the
profits and/or sales volume which FRANCHISEE might be expected to realize,
nor upon any representations or promises by BKC which are not contained in this
Agreement.”

5. Any condition, stipulation or provision purporting to bind any person acquiring a franchisee to waive
requirements with any provisions of the Act or any other law of the State of Illinois is void. This shall not prevent any
person from entering into a settlement agreement or executing a general release regarding a potential or actual
lawsuit filed under the provisions of the Act, nor shall it prevent the arbitration of any claims pursuant to the provisions
of Title IX of the United States Code.

6. The provision in the Franchise Agreement which terminates the franchise upon the bankruptcy of
the Franchisee may not be enforceable under Title 11, United States Code, Section 101.

7. Section 18.A of the Franchise Agreement is modified by the insertion of the following at the end of
such Section:

“Notwithstanding the foregoing, to the extent required by Illinois law, the

Franchisor shall provide reasonable notice to the Franchisee with the opportunity
to cure any defaults under this Section 18.A, which shall not be less than ten (10)
days and in no event shall such notice be required to be more than thirty (30)
days.”

8. By entering into this Amendment, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and
federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect as
the use of manual signatures and an electronically signed version of this Amendment shall constitute an original for
all purposes.

State of Illinois Amendment

Exhibit P (03/2022)
 IN WITNESS WHEREOF, the parties have executed this Amendment to the Franchise Agreement on the
same day that the Franchise Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

THIS AMENDMENT IS AN ATTACHMENT TO ALL BURGER KING® RESTAURANT FRANCHISE AGREEMENTS

(INDIVIDUAL/OWNER-OPERATOR) GRANTED IN THE STATE OF ILLINOIS.

4882-2400-6916, v. 3

State of Illinois Amendment

Exhibit P (03/2022)
 AMENDMENT TO
BURGER KING® RESTAURANT FRANCHISE AGREEMENT (ENTITY)
REQUIRED BY THE STATE OF MARYLAND
Burger King Restaurant #

Notwithstanding anything to the contrary set forth in the Franchise Agreement, the following provisions shall
supersede and apply to all BURGER KING franchises offered and sold in the State of Maryland:

This Amendment is only applicable if Franchisee is a resident of Maryland or if the Franchised Restaurant
will be located in Maryland.

1. Sections 15 and 17 of the Franchise Agreement are revised to provide that:

Pursuant to COMAR02.02.08.16L, the general release required as a condition to renewal, sale or consent to
assignment/transfer shall not apply to any liability under the Maryland Franchise Registration and Disclosure
Law.

2. Section 18 is revised to provide that termination upon bankruptcy might not be enforceable under the U.S.
Bankruptcy Act, but BKC intends to enforce it to the extent enforceable.

3. The following statement is added to the end of Section 21:

Notwithstanding anything to the contrary contained in the Franchise Agreement, you may bring a lawsuit in
Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law. Any claim
arising under the Maryland Franchise Registration and Disclosure Law must be brought within 3 years after
the grant of the franchise.

4. The representations made in the Franchise Agreement are not intended to nor should they act as a release,
estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.

5. By entering into this Amendment, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and
federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect as
the use of manual signatures and an electronically signed version of this Amendment shall constitute an original for
all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Franchise Agreement on the
same day that the Franchise Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*,
a*

By:
*, Managing Owner

THIS AMENDMENT IS AN ATTACHMENT TO ALL BURGER KING® RESTAURANT FRANCHISE AGREEMENTS

(ENTITY) GRANTED IN THE STATE OF MARYLAND 4844-7145-9811, v. 1

State of Maryland Amendment

Exhibit P (03/2022)
 AMENDMENT TO
BURGER KING® RESTAURANT FRANCHISE AGREEMENT
(INDIVIDUAL/OWNER-OPERATOR)
REQUIRED BY THE STATE OF MARYLAND
Burger King Restaurant #

Notwithstanding anything to the contrary set forth in the Franchise Agreement, the following provisions shall
supersede and apply to all BURGER KING franchises offered and sold in the State of Maryland:

This Amendment is only applicable if Franchisee is a resident of Maryland or if the Franchised Restaurant
will be located in Maryland.

1. Sections 15 and 17 of the Franchise Agreement are revised to provide that:

Pursuant to COMAR02.02.08.16L, the general release required as a condition to renewal, sale or consent to
assignment/transfer shall not apply to any liability under the Maryland Franchise Registration and Disclosure
Law.

2. Section 18 is revised to provide that termination upon bankruptcy might not be enforceable under the U.S.
Bankruptcy Act, but BKC intends to enforce it to the extent enforceable.

3. The following statement is added to the end of Section 21:

Notwithstanding anything to the contrary contained in the Franchise Agreement, you may bring a lawsuit in
Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law. Any claim
arising under the Maryland Franchise Registration and Disclosure Law must be brought within 3 years after
the grant of the franchise.

4. The representations made in the Franchise Agreement are not intended to nor should they act as a release,
estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.

5. By entering into this Amendment, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and
federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect as
the use of manual signatures and an electronically signed version of this Amendment shall constitute an original for
all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Franchise Agreement on the
same day that the Franchise Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

THIS AMENDMENT IS AN ATTACHMENT TO ALL BURGER KING® RESTAURANT FRANCHISE AGREEMENTS

(INDIVIDUAL/OWNER-OPERATOR) GRANTED IN THE STATE OF MARYLAND. 4846-7278-6403, v. 1

State of Maryland Amendment

Exhibit P (03/2022)
 AMENDMENT TO
BURGER KING® RESTAURANT FRANCHISE AGREEMENT (Entity)
REQUIRED BY THE STATE OF MINNESOTA

Notwithstanding anything to the contrary set forth in the Franchise Agreement, the following provisions shall
supersede and apply to all BURGER KING franchises offered and sold in the State of Minnesota:

This Amendment is only applicable if Franchisee is a resident of Minnesota or if the Franchised Restaurant
will be located in Minnesota.

1. Section 11.A.(2) of the Franchise Agreement is amended by adding the following:

“Concerning franchises governed by Minnesota law, BKC will adhere to

requirements pursuant to Minn. Stat. Sec. 80C.12, subdivision 1 (g) of the
Minnesota Franchise Act that it protect Franchisee’s right to use the principal
BURGER KING Marks or indemnify Franchisee from any loss, costs or expenses
arising out of any claim, suit or demand regarding Franchisee’s use of the
principal BURGER KING Marks in accordance with this Agreement.”

2. BKC shall not require Franchisee to assent to a release, assignment, novation or waiver that would
relieve any person from liability imposed by Minnesota Statutes, Sections 80C.01 to 80C.22, provided that the
foregoing shall not bar the voluntary settlement of disputes.

3. The following new Subsection C amends Section 18 of the Franchise Agreement:

“C. Minnesota law provides franchisees with certain termination, non-

renewal and transfer rights. Minn. Stat. §80C.14 (subdivisions 3, 4, and 5)
requires, except in certain specified cases, that a franchisee be given 90 days'
notice of termination (with 60 days to cure) and 180 days' notice of non-renewal
of this Agreement, and provides that consent to transfer of the franchise may not
be unreasonably withheld. This Agreement shall not in any way abrogate or
reduce any rights of franchisee as provided for in the Minnesota Franchise Act,
including the right to submit matters to the jurisdiction of the courts of Minnesota.”

4. The following language amends the Franchise Agreement:

“Minnesota Statutes, Section 80C.21 and Minnesota Rule 2860.4400(J) prohibit

BKC from requiring litigation to be conducted outside Minnesota, requiring waiver
of a jury trial, or requiring Franchisee to consent to liquidated damages,
termination penalties or judgment notes. In addition, nothing in this Agreement
can abrogate or reduce any of Franchisee’s rights as provided for in Minnesota
Statutes, Chapter 80C, or Franchisee’s rights to any procedure, forum, or
remedies provided for by the laws of the jurisdiction.”

5. By entering into this Amendment, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and
federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect as
the use of manual signatures and an electronically signed version of this Amendment shall constitute an original for
all purposes.

State of Minnesota Amendment

Exhibit P (03/2022)
 IN WITNESS WHEREOF, the parties have executed this Amendment to the Franchise Agreement on the
same day that the Franchise Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*,
a*

By:
*, Managing Owner

4814-4852-2210, v. 1

State of Minnesota Amendment

Exhibit P (03/2022)
 AMENDMENT TO
BURGER KING® RESTAURANT FRANCHISE AGREEMENT
(Individual/Owner-Operator)
REQUIRED BY THE STATE OF MINNESOTA

Notwithstanding anything to the contrary set forth in the Franchise Agreement, the following provisions shall supersede
and apply to all BURGER KING franchises offered and sold in the State of Minnesota:

This Amendment is only applicable if Franchisee is a resident of Minnesota or if the Franchised Restaurant will be located
in Minnesota.

1. Section 11.A.(2) of the Franchise Agreement is amended by adding the following:

“Concerning franchises governed by Minnesota law, BKC will adhere to requirements

pursuant to Minn. Stat. Sec. 80C.12, subdivision 1 (g) of the Minnesota Franchise Act that it
protect Franchisee’s right to use the principal BURGER KING Marks or indemnify
Franchisee from any loss, costs or expenses arising out of any claim, suit or demand
regarding Franchisee’s use of the principal BURGER KING Marks in accordance with this
Agreement.”

2. BKC shall not require Franchisee to assent to a release, assignment, novation or waiver that would relieve any
person from liability imposed by Minnesota Statutes, Sections 80C.01 to 80C.22, provided that the foregoing shall not bar the
voluntary settlement of disputes.

3. The following new Subsection C amends Section 18 of the Franchise Agreement:

“C. Minnesota law provides franchisees with certain termination, non-renewal and
transfer rights. Minn. Stat. §80C.14 (subdivisions 3, 4 and 5) requires, except in certain
specified cases, that a franchisee be given 90 days' notice of termination (with 60 days to
cure) and 180 days' notice of non-renewal of this Agreement, and provides that consent to
transfer of the franchise may not be unreasonably withheld. This Agreement shall not in
any way abrogate or reduce any rights of franchisee as provided for in the Minnesota
Franchise Act, including the right to submit matters to the jurisdiction of the courts of
Minnesota.”

4. The following language amends the Franchise Agreement:

“Minnesota Statutes, Section 80C.21 and Minnesota Rule 2860.4400(J) prohibit BKC from
requiring litigation to be conducted outside Minnesota, requiring waiver of a jury trial, or
requiring Franchisee to consent to liquidated damages, termination penalties or judgment
notes. In addition, nothing in this Agreement can abrogate or reduce any of Franchisee’s
rights as provided for in Minnesota Statutes, Chapter 80C, or Franchisee’s rights to any
procedure, forum, or remedies provided for by the laws of the jurisdiction.”

5. By entering into this Amendment, Franchisee expressly consents to transact business with BKC electronically
and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and federal laws, this Amendment
may be executed by electronic signatures. The parties to this Amendment agree that the parties' electronic signatures are intended
to authenticate this writing and to have the same force and effect as the use of manual signatures and an electronically signed
version of this Amendment shall constitute an original for all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Franchise Agreement on the same day that
the Franchise Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

4851-5622-1410, v. 1

State of Minnesota Amendment

Exhibit P (03/2022)
 AMENDMENT TO
BURGER KING® RESTAURANT FRANCHISE AGREEMENT (ENTITY)
REQUIRED BY THE STATE OF NORTH DAKOTA

Notwithstanding anything to the contrary set forth in the Franchise Agreement, the following provisions shall
supersede and apply to all BURGER KING franchises offered and sold in the State of North Dakota:

This Amendment is only applicable if Franchisee is a resident of North Dakota or if the Franchised
Restaurant will be located in North Dakota.

1. Section 19 of the Franchise Agreement is amended to add the following at the end of such Section:

“Covenants not to compete are subject to Section 9-08-06 of the North Dakota
Codified Code.”

2. Section 17.B.(5) of the Franchise Agreement is hereby deleted.

3. Sections 18.B.(4), 20.A., 20.B. and 20.D. of the Franchise Agreement are amended to add the
following at the end of each Section:

“This Agreement shall not in any way abrogate or reduce any rights of
Franchisee as provided for in the North Dakota Century Code governing
franchisees.”

4. Section 21.C.(1) of the Franchise Agreement is amended to provide that the Franchise Agreement
will be governed by the laws of the State of North Dakota.

5. Section 21.C.(2) of the Franchise Agreement is amended by adding the following at the end of such
Section:

“This Agreement shall not in any way abrogate or reduce any rights of
Franchisee as provided for in the North Dakota Century Code governing
franchisees, including the right to submit matters to the jurisdiction of the courts
of North Dakota.”

6. No provision of the Franchise Agreement shall be interpreted to accelerate any statute of limitations
contained in any provision of the North Dakota Century Code.

7. By entering into this Amendment, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and
federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect as
the use of manual signatures and an electronically signed version of this Amendment shall constitute an original for
all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Franchise Agreement on the
same day that the Franchise Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:
*,
a*

By:
*, Managing Owner
4845-3546-4418, v. 1

State of North Dakota Amendment

Exhibit P (03/2022)
 AMENDMENT TO
BURGER KING® RESTAURANT FRANCHISE AGREEMENT
(INDIVIDUAL/OWNER-OPERATOR)
REQUIRED BY THE STATE OF NORTH DAKOTA

Notwithstanding anything to the contrary set forth in the Franchise Agreement, the following provisions shall
supersede and apply to all BURGER KING franchises offered and sold in the State of North Dakota:

This Amendment is only applicable if Franchisee is a resident of North Dakota or if the Franchised
Restaurant will be located in North Dakota.

1. Section 19 of the Franchise Agreement is amended to add the following at the end of such Section:

“Covenants not to compete are subject to Section 9-08-06 of the North Dakota
Codified Code.”

2. Section 17.B.(5) of the Franchise Agreement is hereby deleted.

3. Sections 18.B.(4), 20.A., 20.B. and 20.D. of the Franchise Agreement are amended to add the
following at the end of each Section:

“This Agreement shall not in any way abrogate or reduce any rights of
Franchisee as provided for in the North Dakota Century Code governing
franchisees.”

4. Section 21.C.(1) of the Franchise Agreement is amended to provide that the Franchise Agreement
will be governed by the laws of the State of North Dakota.

5. Section 21.C.(2) of the Franchise Agreement is amended by adding the following at the end of such
Section:

“This Agreement shall not in any way abrogate or reduce any rights of
Franchisee as provided for in the North Dakota Century Code governing
franchisees, including the right to submit matters to the jurisdiction of the courts
of North Dakota.”

6. No provision of the Franchise Agreement shall be interpreted to accelerate any statute of limitations
contained in any provision of the North Dakota Century Code.

7. By entering into this Amendment, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and
federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect as
the use of manual signatures and an electronically signed version of this Amendment shall constitute an original for
all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Franchise Agreement on the
same day that the Franchise Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

4838-9793-0210, v. 1

State of North Dakota Amendment

Exhibit P (03/2022)
 AMENDMENT TO
BURGER KING® RESTAURANT FRANCHISE AGREEMENT (ENTITY)
REQUIRED BY THE STATE OF WASHINGTON
Burger King Restaurant #________

Notwithstanding anything to the contrary set forth in the Franchise Agreement, the following provisions shall
supersede and apply to all BURGER KING franchises offered and sold in the State of Washington:

This Amendment is only applicable if Franchisee is a resident of Washington or if the Franchised Restaurant
will be located in Washington.

1. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection
Act, Chapter 19.100 RCW will prevail.

2. RCW 19.100.180 may supersede the Franchise Agreement in your relationship with the Franchisor
including the areas of termination and renewal of your franchise. There may also be court decisions which may
supersede the Franchise Agreement in your relationship with the Franchisor including the areas of termination and
renewal of your franchise.

3. In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or

mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the
arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In
addition, if litigation is not precluded by the Franchise Agreement, a franchisee may bring an action or proceeding
arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise Investment
Protection Act, in Washington.

4. A release or waiver of rights executed by a franchisee may not include rights under the Washington
Franchise Investment Protection Act or any rule or order thereunder except when executed pursuant to a negotiated
settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions
such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, or rights or
remedies under the Act such as a right to a jury trial, may not be enforceable.

5. Transfer fees are collectable to the extent that they reflect the Franchisor’s reasonable estimated or
actual costs in effecting a transfer.

6. Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an

employee, including an employee of a franchisee, unless the employee’s earnings from the party seeking
enforcement, when annualized, exceed $100,000 per year (an amount that will be adjusted annually for inflation). In
addition, a noncompetition covenant is void and unenforceable against an independent contractor of a franchisee
under RCW 49.62.030 unless the independent contractor’s earnings from the party seeking enforcement, when
annualized, exceed $250,000 per year (an amount that will be adjusted annually for inflation). As a result, any
provisions contained in the Franchise Agreement or elsewhere that conflict with these limitations are void and
unenforceable in Washington.

7. RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from
(i) soliciting or hiring any employee of a franchisee of the same franchisor or (ii) soliciting or hiring any employee of
the franchisor. As a result, any such provisions contained in the Franchise Agreement or elsewhere are void and
unenforceable in Washington.

8. By entering into this Amendment, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and
federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect as
the use of manual signatures and an electronically signed version of this Amendment shall constitute an original for
all purposes.

State of Washington Amendment

Exhibit P (03/2022)
 IN WITNESS WHEREOF, the parties have executed this Amendment to the Franchise Agreement on the
same day that the Franchise Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*,
a*

By:
*, Managing Owner

THIS AMENDMENT IS AN ATTACHMENT TO ALL BURGER KING® RESTAURANT FRANCHISE AGREEMENTS

(ENTITY) GRANTED IN THE STATE OF WASHINGTON.

4834-7849-9810, v. 1

State of Washington Amendment

Exhibit P (03/2022)
 AMENDMENT TO
BURGER KING® RESTAURANT FRANCHISE AGREEMENT
(INDIVIDUAL/OWNER-OPERATOR)
REQUIRED BY THE STATE OF WASHINGTON
Burger King Restaurant #________

Notwithstanding anything to the contrary set forth in the Franchise Agreement, the following provisions shall
supersede and apply to all BURGER KING franchises offered and sold in the State of Washington:

This Amendment is only applicable if Franchisee is a resident of Washington or if the Franchised Restaurant
will be located in Washington.

1. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection
Act, Chapter 19.100 RCW will prevail.

2. RCW 19.100.180 may supersede the Franchise Agreement in your relationship with the Franchisor
including the areas of termination and renewal of your franchise. There may also be court decisions which may
supersede the Franchise Agreement in your relationship with the Franchisor including the areas of termination and
renewal of your franchise.

3. In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or

mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the
arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In
addition, if litigation is not precluded by the Franchise Agreement, a franchisee may bring an action or proceeding
arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise Investment
Protection Act, in Washington.

4. A release or waiver of rights executed by a franchisee may not include rights under the Washington
Franchise Investment Protection Act or any rule or order thereunder except when executed pursuant to a negotiated
settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions
such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, or rights or
remedies under the Act such as a right to a jury trial, may not be enforceable.

5. Transfer fees are collectable to the extent that they reflect the Franchisor’s reasonable estimated or
actual costs in effecting a transfer.

6. Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an

employee, including an employee of a franchisee, unless the employee’s earnings from the party seeking
enforcement, when annualized, exceed $100,000 per year (an amount that will be adjusted annually for inflation). In
addition, a noncompetition covenant is void and unenforceable against an independent contractor of a franchisee
under RCW 49.62.030 unless the independent contractor’s earnings from the party seeking enforcement, when
annualized, exceed $250,000 per year (an amount that will be adjusted annually for inflation). As a result, any
provisions contained in the Franchise Agreement or elsewhere that conflict with these limitations are void and
unenforceable in Washington.

7. RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from
(i) soliciting or hiring any employee of a franchisee of the same franchisor or (ii) soliciting or hiring any employee of
the franchisor. As a result, any such provisions contained in the Franchise Agreement or elsewhere are void and
unenforceable in Washington.

8. By entering into this Amendment, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and
federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect as
the use of manual signatures and an electronically signed version of this Amendment shall constitute an original for
all purposes.

State of Washington Amendment

Exhibit P (03/2022)
 IN WITNESS WHEREOF, the parties have executed this Amendment to the Franchise Agreement on the
same day that the Franchise Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

THIS AMENDMENT IS AN ATTACHMENT TO ALL BURGER KING® RESTAURANT FRANCHISE AGREEMENTS

(INDIVIDUAL/OWNER-OPERATOR) GRANTED IN THE STATE OF WASHINGTON.

4829-2485-1682, v. 1
 AMENDMENT TO
AREA DEVELOPMENT AGREEMENT
REQUIRED BY THE STATE OF CALIFORNIA

Notwithstanding anything to the contrary set forth in the Area Development Agreement, the following
provisions shall supersede and apply to all BURGER KING franchises offered and sold in the State of California:

This Amendment is only applicable if Area Developer is a resident of California or if the Restaurant will be
located in California.

1. The California Franchise Relations Act (Business and Professions Code Sections 20000 through
20043) provides franchisees with additional rights concerning transfer, termination or non-renewal of the Area
Development Agreement and certain provisions of the Area Development Agreement relating to transfer, termination
and/or non-renewal may be superseded by the Act. There may also be court decisions which may supersede the
Area Development Agreement and Area Developer’s relationship with BKC, including the areas of transfer,
termination and renewal of Area Developer’s franchise. If the Area Development Agreement is inconsistent with the
law, the California law will control.

2. The Area Development Agreement requires application of the laws of Florida. This provision may
not be enforceable under California law.

3. The Area Development Agreement requires Area Developer to execute a general release of claims.
California Corporations Code Section 31512 provides that any condition, stipulation or provision purporting to bind
any person acquiring any franchise to waive compliance with any provision of that law or any rule or order thereunder
is void. Section 31512 voids a waiver of Area Developer’s rights under the Franchise Investment Law (California
Corporations Code Section 20010 voids a waiver of Area Developer’s rights under the Franchise Relations Act
(Business and Professions Code Sections 20000 - 20043)).

4. The Area Development Agreement provides for termination upon bankruptcy. This provision may
not be enforceable under federal bankruptcy law (11 U.S.C.A. § 101 et seq.).

5. The Area Development Agreement contains a covenant not to compete which extends beyond the
termination of the franchise. This provision may not be enforceable under California law.

6. The Area Development Agreement contains a liquidated damages clause. Under California Civil
Code section 1671, certain liquidated damages clauses are unenforceable.

7. By entering into this Amendment, Area Developer expressly consents to transact business with
BKC electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state
and federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree
that the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect
as the use of manual signatures and an electronically signed version of this Amendment shall constitute an original
for all purposes.

[Signature Page Follows]

State of California Amendment

Exhibit P (03/2022)
 IN WITNESS WHEREOF, the parties have executed this Amendment to the Area Development Agreement
on the same day that the Area Development Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

AREA DEVELOPER:

*,
a*

By:
*, Managing Owner

THIS AMENDMENT IS AN ATTACHMENT TO ALL AREA DEVELOPMENT AGREEMENTS GRANTED IN THE

STATE OF CALIFORNIA.

4816-0557-7698, v. 1

State of California Amendment

Exhibit P (03/2022)
 AMENDMENT TO
AREA DEVELOPMENT AGREEMENT
REQUIRED BY THE STATE OF HAWAII

Notwithstanding anything to the contrary set forth in the Area Development Agreement, the following
provisions shall supersede and apply to all BURGER KING franchises offered and sold in the State of Hawaii:

This Amendment is only applicable if Area Developer is a resident of Hawaii or if the Restaurant will be
located in Hawaii.

1. The Area Development Agreement shall be amended by the addition of the following:

BKC shall comply with the Hawaii Franchise Investment Law, Hawaii Rev. Stat. §§ 482E, et seq.,
which currently requires BKC compensate Area Developer upon termination or refusal to renew the
franchise for the fair market value, at the time of the termination or expiration of the franchise, of
any inventory, supplies, equipment and furnishings which were purchased from BKC or a supplier
designated by BKC. Personalized materials which have no value to BKC need not be
compensated for. If BKC refuses to renew a franchise for the purpose of converting Area
Developer’s business to one owned and operated by BKC, BKC, in addition, must compensate
Area Developer for the loss of goodwill. BKC may deduct reasonable costs incurred in removing,
transporting, and disposing of Area Developer’s inventory, supplies, equipment, and furnishings
pursuant to these requirements, and may offset any moneys due BKC.

2. BKC may not require Area Developer at the time of entering into a franchise to assent to a release,
assignment, novation, or waiver which would relieve any person from liability imposed by Hawaii Revised Statutes,
Title 26, Chapter 482E. Any condition, stipulation or provision binding any person acquiring any franchise to waive
compliance with any provision of Hawaii Revised Statutes, Title 26, Chapter 482E or a rule promulgated hereunder
shall be void. This paragraph shall not bar or affect the settlement of disputes, claims or civil suits arising or brought
under Hawaii Revised Statutes, Title 26, Chapter 482E.

3. By entering into this Amendment, Area Developer expressly consents to transact business with
BKC electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state
and federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree
that the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect
as the use of manual signatures and an electronically signed version of this Amendment shall constitute an original
for all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Area Development Agreement
on the same day that the Area Development Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

AREA DEVELOPER:

*,
a*

By:
*, Managing Owner

THIS AMENDMENT IS AN ATTACHMENT TO ALL AREA DEVELOPMENT AGREEMENTS GRANTED IN THE

STATE OF HAWAII.
4831-8316-0290, v. 1

State of Hawaii Amendment

Exhibit P (03/2022)
 AMENDMENT TO
AREA DEVELOPMENT AGREEMENT
REQUIRED BY THE STATE OF ILLINOIS

Notwithstanding anything to the contrary set forth in the Area Development Agreement, the following
provisions shall supersede and apply to all BURGER KING franchises offered and sold in the State of Illinois:

This Amendment is only applicable if Area Developer is a resident of Illinois or if the Restaurant will be
located in Illinois.

1. In conformance with Section 4 of the Illinois Franchise Disclosure Act, any provision in a franchise
agreement that designates jurisdiction and venue in a forum outside of the State of Illinois is void. However, a
franchise agreement may provide for arbitration to take place outside of Illinois.

2. Illinois law governs the Area Development Agreement.

3. Developer’s rights upon termination and non-renewal are set forth in Sections 19 and 20 of the
Illinois Franchise Disclosure Act.

4. In conformance with section 41 of the Illinois Franchise Disclosure Act, any condition, stipulation or
provision purporting to bind any person acquiring any franchise to waive compliance with the Illinois Franchise
Disclosure Act or any other law of Illinois is void.

5. The provision in the Franchise Agreement which terminates the franchise upon the bankruptcy of
Area Developer may not be enforceable under Title 11, United States Code, Section 101.

6. By entering into this Amendment, Area Developer expressly consents to transact business with
BKC electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state
and federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree
that the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect
as the use of manual signatures and an electronically signed version of this Amendment shall constitute an original
for all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Area Development Agreement
on the same day that the Area Development Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

AREA DEVELOPER:

*,
a*

By:
*, Managing Owner

THIS AMENDMENT IS AN ATTACHMENT TO ALL AREA DEVELOPMENT AGREEMENTS GRANTED IN THE

STATE OF ILLINOIS.

4826-6359-0882, v. 1

State of Illinois Amendment

Exhibit P (03/2022)
 AMENDMENT TO
AREA DEVELOPMENT AGREEMENT
REQUIRED BY THE STATE OF MARYLAND

Notwithstanding anything to the contrary set forth in the Area Development Agreement, the following
provisions shall supersede and apply to all BURGER KING franchises offered and sold in the State of Maryland:

This Amendment is only applicable if Area Developer is a resident of Maryland or if the Restaurant will be
located in Maryland.

1. The following statement is added to Section 18.5:

The release by Area Developer shall not apply to any claims made under the Maryland Franchise
Registration and Disclosure Law.

2. Article IX is revised to provide that termination upon bankruptcy might not be enforceable under the U.S.
Bankruptcy Act, but BKC intends to enforce it to the extent enforceable.

3. The following statement is added to the end of Article XVIII:

Notwithstanding anything to the contrary contained in the Area Development Agreement, you may bring a
lawsuit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law. Any
claim arising under the Maryland Franchise Registration and Disclosure Law must be brought within 3 years
after the grant of the franchise.

4. The representations made in the Area Development Agreement are not intended to nor should they act as a
release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.

5. By entering into this Amendment, Area Developer expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and
federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect as
the use of manual signatures and an electronically signed version of this Amendment shall constitute an original for
all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Area Development Agreement
on the same day that the Area Development Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

AREA DEVELOPER:

*,
a*

By:
*, Managing Owner

THIS AMENDMENT IS AN ATTACHMENT TO ALL AREA DEVELOPMENT AGREEMENTS GRANTED IN THE

STATE OF MARYLAND.

4841-3591-5491, v. 1

State of Maryland Amendment

Exhibit P (03/2022)
 AMENDMENT TO
AREA DEVELOPMENT AGREEMENT
REQUIRED BY THE STATE OF MINNESOTA

Notwithstanding anything to the contrary set forth in the Area Development Agreement, the following
provisions shall supersede and apply to all BURGER KING franchises offered and sold in the State of Minnesota:

This Amendment is only applicable if Area Developer is a resident of Minnesota or if the Restaurant will be
located in Minnesota.

1. BKC shall not require Area Developer to assent to a release, assignment, novation or waiver that
would relieve any person from liability imposed by Minnesota Statutes, Sections 80C.01 to 80C.22, provided that the
foregoing shall not bar the voluntary settlement of disputes.

2. Minnesota law provides franchisees with certain termination, non-renewal and transfer rights.
Minn. Stat. §80C.14 (subdivisions 3, 4, and 5) requires, except in certain specified cases, that a franchisee be given
90 days' notice of termination (with 60 days to cure) and 180 days' notice of non-renewal of the Area Development
Agreement, and provides that consent to transfer of the franchise may not be unreasonably withheld. The Area
Development Agreement shall not in any way abrogate or reduce any rights of Area Developer as provided for in the
Minnesota Franchise Act, including the right to submit matters to the jurisdiction of the courts of Minnesota.

3. The following language amends the Area Development Agreement:

“Minnesota Statutes, Section 80C.21 and Minnesota Rule 2860.4400(J) prohibit

BKC from requiring litigation to be conducted outside Minnesota or requiring Area
Developer to consent to liquidated damages, termination penalties or judgment
notes. In addition, nothing in this Agreement can abrogate or reduce any of Area
Developer’s rights as provided for in Minnesota Statutes, Chapter 80C, or Area
Developer’s rights to any procedure, forum, or remedies provided for by the laws
of the jurisdiction.”

4. By entering into this Amendment, Area Developer expressly consents to transact business with
BKC electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state
and federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree
that the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect
as the use of manual signatures and an electronically signed version of this Amendment shall constitute an original
for all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Area Development Agreement
on the same day that the Area Development Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

AREA DEVELOPER:

*,
a*

By:
*, Managing Owner

THIS AMENDMENT IS AN ATTACHMENT TO ALL AREA DEVELOPMENT AGREEMENTS GRANTED IN THE

STATE OF MINNESOTA.

4824-6318-2050, v. 1

State of Minnesota Amendment

Exhibit P (03/2022)
 AMENDMENT TO
AREA DEVELOPMENT AGREEMENT
REQUIRED BY THE STATE OF NORTH DAKOTA

Notwithstanding anything to the contrary set forth in the Area Development Agreement, the following
provisions shall supersede and apply to all BURGER KING franchises offered and sold in the State of North Dakota:

This Amendment is only applicable if Area Developer is a resident of North Dakota or if the Restaurant will
be located in North Dakota.

1. The Area Development Agreement is amended to add the following:

“This Agreement shall not in any way abrogate or reduce any rights of Area
Developer as provided for in the North Dakota Century Code governing
franchisees.”

2. The Area Development Agreement will be governed by the laws of the State of North Dakota.

3. No provision of the Area Development Agreement shall be interpreted to accelerate any statute of
limitations contained in any provision of the North Dakota Century Code.

4. By entering into this Amendment, Area Developer expressly consents to transact business with
BKC electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state
and federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree
that the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect
as the use of manual signatures and an electronically signed version of this Amendment shall constitute an original
for all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Area Development Agreement
on the same day that the Area Development Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

AREA DEVELOPER:

*,
a*

By:
*, Managing Owner

THIS AMENDMENT IS AN ATTACHMENT TO ALL AREA DEVELOPMENT AGREEMENTS GRANTED IN THE

STATE OF NORTH DAKOTA.

4839-9049-8530, v. 1

State of North Dakota Amendment

Exhibit P (03/2022)
 AMENDMENT TO
AREA DEVELOPMENT AGREEMENT
REQUIRED BY THE STATE OF WASHINGTON

Notwithstanding anything to the contrary set forth in the Area Development Agreement, the following
provisions shall supersede and apply to all BURGER KING franchises offered and sold in the State of Washington:

This Amendment is only applicable if Area Developer is a resident of Washington or if the Restaurant will be
located in Washington.

1. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection
Act, Chapter 19.100 RCW will prevail.

2. RCW 19.100.180 may supersede the Area Development Agreement in your relationship with the
franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which
may supersede the Area Development Agreement in your relationship with the franchisor including the areas of
termination and renewal of your franchise.

3. In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or

mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the
arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In
addition, if litigation is not precluded by the Area Development Agreement, a franchisee may bring an action or
proceeding arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise
Investment Protection Act, in Washington.

4. A release or waiver of rights executed by a franchisee may not include rights under the Washington
Franchise Investment Protection Act or any rule or order thereunder except when executed pursuant to a negotiated
settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions
such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, or rights or
remedies under the Act such as a right to a jury trial, may not be enforceable.

5. Transfer fees are collectable to the extent that they reflect the franchisor’s reasonable estimated or
actual costs in effecting a transfer.

6. Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an

employee, including an employee of a franchisee, unless the employee’s earnings from the party seeking
enforcement, when annualized, exceed $100,000 per year (an amount that will be adjusted annually for inflation). In
addition, a noncompetition covenant is void and unenforceable against an independent contractor of a franchisee
under RCW 49.62.030 unless the independent contractor’s earnings from the party seeking enforcement, when
annualized, exceed $250,000 per year (an amount that will be adjusted annually for inflation). As a result, any
provisions contained in the Area Development Agreement or elsewhere that conflict with these limitations are void
and unenforceable in Washington.

7. RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from
(i) soliciting or hiring any employee of a franchisee of the same franchisor or (ii) soliciting or hiring any employee of
the franchisor. As a result, any such provisions contained in the Area Development Agreement or elsewhere are void
and unenforceable in Washington.

8. By entering into this Amendment, Area Developer expressly consents to transact business with
BKC electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state
and federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree
that the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect
as the use of manual signatures and an electronically signed version of this Amendment shall constitute an original
for all purposes.

[Signature Page Follows]

State of Washington Amendment

Exhibit P (03/2022)
 IN WITNESS WHEREOF, the parties have executed this Amendment to the Area Development Agreement
on the same day that the Area Development Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

AREA DEVELOPER:

*,
a*

By:
*, Managing Owner

THIS AMENDMENT IS AN ATTACHMENT TO ALL AREA DEVELOPMENT AGREEMENTS GRANTED IN THE

STATE OF WASHINGTON.

4819-9446-8578, v. 1

State of Washington Amendment

Exhibit P (03/2022)
 AMENDMENT TO
MULTIPLE TARGET RESERVATION AGREEMENT
REQUIRED BY THE STATE OF CALIFORNIA

Notwithstanding anything to the contrary set forth in the Multiple Target Reservation Agreement, the
following provisions shall supersede and apply to all BURGER KING franchises offered and sold in the State of
California:

This Amendment is only applicable if Developer is a resident of California or if the Restaurant will be located
in California.

1. The California Franchise Relations Act (Business and Professions Code Sections 20000 through
20043) provides franchisees with additional rights concerning termination or non-renewal of the Multiple Target
Reservation Agreement and certain provisions of the Multiple Target Reservation Agreement relating to termination
and non-renewal may be superseded by the Act. There may also be court decisions which may supersede the
Multiple Target Reservation Agreement and Developer’s relationship with BKC, including the areas of termination and
renewal of Developer’s franchise. If the Multiple Target Reservation Agreement is inconsistent with the law, the
California law will control.

2. The Multiple Target Reservation Agreement requires application of the laws of Florida. This
provision may not be enforceable under California law.

3. The Multiple Target Reservation Agreement requires Developer to execute a general release of
claims. California Corporations Code Section 31512 provides that any condition, stipulation or provision purporting to
bind any person acquiring any franchise to waive compliance with any provision of that law or any rule or order
thereunder is void. Section 31512 voids a waiver of Developer’s rights under the Franchise Investment Law
(California Corporations Code Section 20010 voids a waiver of Developer’s rights under the Franchise Relations Act
(Business and Professions Code Sections 20000 - 20043)). To the extent required by such laws, Section 11.6 shall
be deleted and replaced with the following: “[Intentionally omitted].”

4. The Multiple Target Reservation Agreement provides for termination upon bankruptcy. This
provision may not be enforceable under federal bankruptcy law (11 U.S.C.A. § 101 et seq.).

5. By entering into this Amendment, Developer expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and
federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect as
the use of manual signatures and an electronically signed version of this Amendment shall constitute an original for
all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Multiple Target Reservation
Agreement on the same day that the Multiple Target Reservation Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

DEVELOPER:

*,
a*

By:
*, Managing Owner

OR

, individually
THIS AMENDMENT IS AN ATTACHMENT TO ALL MULTIPLE TARGET RESERVATION AGREEMENTS
GRANTED IN THE STATE OF CALIFORNIA. 4822-4311-1906, v. 1

State of California Amendment

Exhibit P (03/2022)
 AMENDMENT TO
MULTIPLE TARGET RESERVATION AGREEMENT
REQUIRED BY THE STATE OF HAWAII

Notwithstanding anything to the contrary set forth in the Multiple Target Reservation Agreement, the
following provisions shall supersede and apply to all BURGER KING franchises offered and sold in the State of
Hawaii:

This Amendment is only applicable if Developer is a resident of Hawaii or if the Restaurant will be located in
Hawaii.

1. BKC shall comply with the Hawaii Franchise Investment Law, Hawaii Rev. Stat. §§ 482E, et seq.,
which currently requires BKC compensate Developer upon termination or refusal to renew the franchise for the fair
market value, at the time of the termination or expiration of the franchise, of any inventory, supplies, equipment and
furnishings which were purchased from BKC or a supplier designated by BKC. Personalized materials which have no
value to BKC need not be compensated for. If BKC refuses to renew a franchise for the purpose of converting
Developer’s business to one owned and operated by BKC, BKC, in addition, must compensate Developer for the loss
of goodwill. BKC may deduct reasonable costs incurred in removing, transporting, and disposing of Developer’s
inventory, supplies, equipment, and furnishings pursuant to these requirements, and may offset any moneys due
BKC.

2. BKC may not require Developer at the time of entering into a franchise to assent to a release,
assignment, novation, or waiver which would relieve any person from liability imposed by Hawaii Revised Statutes,
Title 26, Chapter 482E. Any condition, stipulation or provision binding any person acquiring any franchise to waive
compliance with any provision of Hawaii Revised Statutes, Title 26, Chapter 482E or a rule promulgated hereunder
shall be void. This paragraph shall not bar or affect the settlement of disputes, claims or civil suits arising or brought
under Hawaii Revised Statutes, Title 26, Chapter 482E.

3. By entering into this Amendment, Developer expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and
federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect as
the use of manual signatures and an electronically signed version of this Amendment shall constitute an original for
all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Multiple Target Reservation
Agreement on the same day that the Multiple Target Reservation Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

DEVELOPER:

*,
a*

By:
*, Managing Owner

OR

, individually

THIS AMENDMENT IS AN ATTACHMENT TO ALL MULTIPLE TARGET RESERVATION AGREEMENTS

GRANTED IN THE STATE OF HAWAII.4874-1273-7028, v. 2

State of Hawaii Addendum

Exhibit P (03/2022)
 AMENDMENT TO
MULTIPLE TARGET RESERVATION AGREEMENT
REQUIRED BY THE STATE OF ILLINOIS

Notwithstanding anything to the contrary set forth in the Multiple Target Reservation Agreement, the
following provisions shall supersede and apply to all BURGER KING franchises offered and sold in the State of
Illinois:

This Amendment is only applicable if Developer is a resident of Illinois or if the Restaurant will be located in
Illinois.

1. In conformance with Section 4 of the Illinois Franchise Disclosure Act, any provision in a franchise
agreement that designates jurisdiction and venue in a forum outside of the State of Illinois is void. However, a
franchise agreement may provide for arbitration to take place outside of Illinois.

2. Illinois law governs the Multiple Target Reservation Agreement.

3. Developer’s rights upon termination and non-renewal are set forth in Sections 19 and 20 of the
Illinois Franchise Disclosure Act.

4. In conformance with section 41 of the Illinois Franchise Disclosure Act, any condition, stipulation or
provision purporting to bind any person acquiring any franchise to waive compliance with the Illinois Franchise
Disclosure Act or any other law of Illinois is void.

5. By entering into this Amendment, Developer expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and
federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect as
the use of manual signatures and an electronically signed version of this Amendment shall constitute an original for
all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Multiple Target Reservation
Agreement on the same day that the Multiple Target Reservation Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

DEVELOPER:

*,
a*

By:
*, Managing Owner

OR

, individually

THIS AMENDMENT IS AN ATTACHMENT TO ALL MULTIPLE TARGET RESERVATION AGREEMENTS

GRANTED IN THE STATE OF ILLINOIS.
4870-2175-3092, v. 2

State of Illinois Addendum

Exhibit P (03/2022)
 AMENDMENT TO
MULTIPLE TARGET RESERVATION AGREEMENT
REQUIRED BY THE STATE OF MARYLAND

Notwithstanding anything to the contrary set forth in the Multiple Target Reservation Agreement, the
following provisions shall supersede and apply to all BURGER KING franchises offered and sold in the State of
Maryland:

This Amendment is only applicable if Developer is a resident of Maryland or if the Restaurant will be located
in Maryland.

1. The following statement is added to Section 11.6:

The release by Developer shall not apply to any claims made under the Maryland Franchise
Registration and Disclosure Law.

2. The following statement is added to Section 11.5:

Notwithstanding anything to the contrary contained in the Multiple Target Reservation Agreement,
you may bring a lawsuit in Maryland for claims arising under the Maryland Franchise Registration
and Disclosure Law. Any claim arising under the Maryland Franchise Registration and Disclosure
Law must be brought within 3 years after the grant of the franchise.

3. The representations made in the Multiple Target Reservation Agreement are not intended to nor
should they act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration
and Disclosure Law.

4. By entering into this Amendment, Developer expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and
federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect as
the use of manual signatures and an electronically signed version of this Amendment shall constitute an original for
all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Multiple Target Reservation
Agreement on the same day that the Multiple Target Reservation Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

DEVELOPER:

*,
a*

By:
*, Managing Owner

OR

, individually

THIS AMENDMENT IS AN ATTACHMENT TO ALL MULTIPLE TARGET RESERVATION AGREEMENTS

GRANTED IN THE STATE OF MARYLAND. 4850-7543-9587, v. 1

State of Maryland Amendment

Exhibit P (03/2022)
 AMENDMENT TO
MULTIPLE TARGET RESERVATION AGREEMENT
REQUIRED BY THE STATE OF MINNESOTA

Notwithstanding anything to the contrary set forth in the Multiple Target Reservation Agreement, the
following provisions shall supersede and apply to all BURGER KING franchises offered and sold in the State of
Minnesota:

This Amendment is only applicable if Developer is a resident of Minnesota or if the Restaurant will be
located in Minnesota.

1. BKC shall not require Developer to assent to a release, assignment, novation or waiver that would
relieve any person from liability imposed by Minnesota Statutes, Sections 80C.01 to 80C.22, provided that the
foregoing shall not bar the voluntary settlement of disputes.

2. Minnesota law provides franchisees with certain termination, non-renewal and transfer rights.
Minn. Stat. §80C.14 (subdivisions 3, 4, and 5) requires, except in certain specified cases, that a franchisee be given
90 days' notice of termination (with 60 days to cure) and 180 days' notice of non-renewal of the Multiple Target
Reservation Agreement, and provides that consent to transfer of the franchise may not be unreasonably withheld.
The Multiple Target Reservation Agreement shall not in any way abrogate or reduce any rights of Developer as
provided for in the Minnesota Franchise Act, including the right to submit matters to the jurisdiction of the courts of
Minnesota.

3. The following language amends the Multiple Target Reservation Agreement:

“Minnesota Statutes, Section 80C.21 and Minnesota Rule 2860.4400(J) prohibit

BKC from requiring litigation to be conducted outside Minnesota or requiring
Developer to consent to liquidated damages, termination penalties or judgment
notes. In addition, nothing in this Agreement can abrogate or reduce any of
Developer’s rights as provided for in Minnesota Statutes, Chapter 80C, or
Developer’s rights to any procedure, forum, or remedies provided for by the laws
of the jurisdiction.”

4. By entering into this Amendment, Developer expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and
federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect as
the use of manual signatures and an electronically signed version of this Amendment shall constitute an original for
all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Multiple Target Reservation
Agreement on the same day that the Multiple Target Reservation Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

DEVELOPER:

*,
a*

By:
*, Managing Owner

OR

, individually

THIS AMENDMENT IS AN ATTACHMENT TO ALL MULTIPLE TARGET RESERVATION AGREEMENTS

GRANTED IN THE STATE OF MINNESOTA. 4819-5986-5570, v. 1

State of Minnesota Amendment

Exhibit P (03/2022)
 AMENDMENT TO
MULTIPLE TARGET RESERVATION AGREEMENT
REQUIRED BY THE STATE OF NORTH DAKOTA

Notwithstanding anything to the contrary set forth in the Multiple Target Reservation Agreement, the
following provisions shall supersede and apply to all BURGER KING franchises offered and sold in the State of North
Dakota:

This Amendment is only applicable if Developer is a resident of North Dakota or if the Restaurant will be
located in North Dakota.

1. The Multiple Target Reservation Agreement is amended to add the following:

“This Agreement shall not in any way abrogate or reduce any rights of Developer
as provided for in the North Dakota Century Code governing franchisees.”

2. The Multiple Target Reservation Agreement will be governed by the laws of the State of North
Dakota.

3. No provision of the Multiple Target Reservation Agreement shall be interpreted to accelerate any
statute of limitations contained in any provision of the North Dakota Century Code.

4. By entering into this Amendment, Developer expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and
federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect as
the use of manual signatures and an electronically signed version of this Amendment shall constitute an original for
all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Multiple Target Reservation
Agreement on the same day that the Multiple Target Reservation Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

DEVELOPER:

*,
a*

By:
*, Managing Owner

OR

, individually

THIS AMENDMENT IS AN ATTACHMENT TO ALL MULTIPLE TARGET RESERVATION AGREEMENTS

GRANTED IN THE STATE OF NORTH DAKOTA.

4834-7040-4834, v. 1

State of North Dakota Amendment

Exhibit P (03/2022)
 AMENDMENT TO
MULTIPLE TARGET RESERVATION AGREEMENT
REQUIRED BY THE STATE OF WASHINGTON

Notwithstanding anything to the contrary set forth in the Multiple Target Reservation Agreement, the
following provisions shall supersede and apply to all BURGER KING franchises offered and sold in the State of
Washington:

This Amendment is only applicable if Developer is a resident of Washington or if the Restaurant will be
located in Washington.

1. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection
Act, Chapter 19.100 RCW will prevail.

2. RCW 19.100.180 may supersede the Multiple Target Reservation Agreement in your relationship
with the franchisor including the areas of termination and renewal of your franchise. There may also be court
decisions which may supersede the Multiple Target Reservation Agreement in your relationship with the franchisor
including the areas of termination and renewal of your franchise.

3. In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or

mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the
arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In
addition, if litigation is not precluded by the Multiple Target Reservation Agreement, a franchisee may bring an action
or proceeding arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise
Investment Protection Act, in Washington.

4. A release or waiver of rights executed by a franchisee may not include rights under the Washington
Franchise Investment Protection Act or any rule or order thereunder except when executed pursuant to a negotiated
settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions
such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, or rights or
remedies under the Act such as a right to a jury trial, may not be enforceable.

5. Transfer fees are collectable to the extent that they reflect the franchisor’s reasonable estimated or
actual costs in effecting a transfer.

6. Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an

employee, including an employee of a franchisee, unless the employee’s earnings from the party seeking
enforcement, when annualized, exceed $100,000 per year (an amount that will be adjusted annually for inflation). In
addition, a noncompetition covenant is void and unenforceable against an independent contractor of a franchisee
under RCW 49.62.030 unless the independent contractor’s earnings from the party seeking enforcement, when
annualized, exceed $250,000 per year (an amount that will be adjusted annually for inflation). As a result, any
provisions contained in the Multiple Target Reservation Agreement or elsewhere that conflict with these limitations
are void and unenforceable in Washington.

7. RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from
(i) soliciting or hiring any employee of a franchisee of the same franchisor or (ii) soliciting or hiring any employee of
the franchisor. As a result, any such provisions contained in the Multiple Target Reservation Agreement or elsewhere
are void and unenforceable in Washington.

8. By entering into this Amendment, Developer expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and
federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect as
the use of manual signatures and an electronically signed version of this Amendment shall constitute an original for
all purposes.

[Signature Page Follows]

State of Washington Amendment

Exhibit P (03/2022)
 IN WITNESS WHEREOF, the parties have executed this Amendment to the Multiple Target Reservation
Agreement on the same day that the Multiple Target Reservation Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

DEVELOPER:

*,
a*

By:
*, Managing Owner

OR

, individually

THIS AMENDMENT IS AN ATTACHMENT TO ALL MULTIPLE TARGET RESERVATION AGREEMENTS

GRANTED IN THE STATE OF WASHINGTON. 4812-8982-5506, v. 1

State of Washington Amendment

Exhibit P (03/2022)
 AMENDMENT TO
TARGET RESERVATION AGREEMENT
REQUIRED BY THE STATE OF CALIFORNIA

Notwithstanding anything to the contrary set forth in the Target Reservation Agreement, the following
provisions shall supersede and apply to all BURGER KING franchises offered and sold in the State of California:

This Amendment is only applicable if Developer is a resident of California or if the Restaurant will be located
in California.

1. The California Franchise Relations Act (Business and Professions Code Sections 20000 through
20043) provides franchisees with additional rights concerning termination or non-renewal of the Target Reservation
Agreement and certain provisions of the Target Reservation Agreement relating to termination and non-renewal may
be superseded by the Act. There may also be court decisions which may supersede the Target Reservation
Agreement and Developer’s relationship with BKC, including the areas of termination and renewal of Developer’s
franchise. If the Target Reservation Agreement is inconsistent with the law, the California law will control.

2. The Target Reservation Agreement requires application of the laws of Florida. This provision may
not be enforceable under California law.

3. The Target Reservation Agreement requires Developer to execute a general release of claims.
California Corporations Code Section 31512 provides that any condition, stipulation or provision purporting to bind
any person acquiring any franchise to waive compliance with any provision of that law or any rule or order thereunder
is void. Section 31512 voids a waiver of Developer’s rights under the Franchise Investment Law (California
Corporations Code Section 20010 voids a waiver of Developer’s rights under the Franchise Relations Act (Business
and Professions Code Sections 20000 - 20043)). To the extent required by such laws, Section 11.6 shall be deleted
and replaced with the following: “[Intentionally omitted].”

4. The Target Reservation Agreement provides for termination upon bankruptcy. This provision may
not be enforceable under federal bankruptcy law (11 U.S.C.A. § 101 et seq.).

5. By entering into this Amendment, Developer expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and
federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect as
the use of manual signatures and an electronically signed version of this Amendment shall constitute an original for
all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Target Reservation Agreement
on the same day that the Target Reservation Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

DEVELOPER:

*,
a*

By:
*, Managing Owner

OR

, individually
THIS AMENDMENT IS AN ATTACHMENT TO ALL TARGET RESERVATION AGREEMENTS GRANTED IN THE
STATE OF CALIFORNIA. 4828-3031-4466, v. 1

State of California Amendment

Exhibit P (03/2022)
 AMENDMENT TO
TARGET RESERVATION AGREEMENT
REQUIRED BY THE STATE OF HAWAII

Notwithstanding anything to the contrary set forth in the Target Reservation Agreement, the following
provisions shall supersede and apply to all BURGER KING franchises offered and sold in the State of Hawaii:

This Amendment is only applicable if Developer is a resident of Hawaii or if the Restaurant will be located in
Hawaii.

1. BKC shall comply with the Hawaii Franchise Investment Law, Hawaii Rev. Stat. §§ 482E, et seq.,
which currently requires BKC compensate Developer upon termination or refusal to renew the franchise for the fair
market value, at the time of the termination or expiration of the franchise, of any inventory, supplies, equipment and
furnishings which were purchased from BKC or a supplier designated by BKC. Personalized materials which have no
value to BKC need not be compensated for. If BKC refuses to renew a franchise for the purpose of converting
Developer’s business to one owned and operated by BKC, BKC, in addition, must compensate Developer for the loss
of goodwill. BKC may deduct reasonable costs incurred in removing, transporting, and disposing of Developer’s
inventory, supplies, equipment, and furnishings pursuant to these requirements, and may offset any moneys due
BKC.

2. BKC may not require Developer at the time of entering into a franchise to assent to a release,
assignment, novation, or waiver which would relieve any person from liability imposed by Hawaii Revised Statutes,
Title 26, Chapter 482E. Any condition, stipulation or provision binding any person acquiring any franchise to waive
compliance with any provision of Hawaii Revised Statutes, Title 26, Chapter 482E or a rule promulgated hereunder
shall be void. This paragraph shall not bar or affect the settlement of disputes, claims or civil suits arising or brought
under Hawaii Revised Statutes, Title 26, Chapter 482E.

3. By entering into this Amendment, Developer expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and
federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect as
the use of manual signatures and an electronically signed version of this Amendment shall constitute an original for
all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Target Reservation Agreement
on the same day that the Target Reservation Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

DEVELOPER:

*,
a*

By:
*, Managing Owner

OR

, individually

THIS AMENDMENT IS AN ATTACHMENT TO ALL TARGET RESERVATION AGREEMENTS GRANTED IN THE

STATE OF HAWAII.4838-0391-7282, v. 1

State of Hawaii Addendum

Exhibit P (03/2022)
 AMENDMENT TO
TARGET RESERVATION AGREEMENT
REQUIRED BY THE STATE OF ILLINOIS

Notwithstanding anything to the contrary set forth in the Target Reservation Agreement, the following
provisions shall supersede and apply to all BURGER KING franchises offered and sold in the State of Illinois:

This Amendment is only applicable if Developer is a resident of Illinois or if the Restaurant will be located in
Illinois.

1. In conformance with Section 4 of the Illinois Franchise Disclosure Act, any provision in a franchise
agreement that designates jurisdiction and venue in a forum outside of the State of Illinois is void. However, a
franchise agreement may provide for arbitration to take place outside of Illinois.

2. Illinois law governs the Target Reservation Agreement.

3. Franchisee’s rights upon termination and non-renewal are set forth in Sections 19 and 20 of the
Illinois Franchise Disclosure Act.

4. In conformance with section 41 of the Illinois Franchise Disclosure Act, any condition, stipulation or
provision purporting to bind any person acquiring any franchise to waive compliance with the Illinois Franchise
Disclosure Act or any other law of Illinois is void.

5. By entering into this Amendment, Developer expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and
federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect as
the use of manual signatures and an electronically signed version of this Amendment shall constitute an original for
all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Target Reservation Agreement
on the same day that the Target Reservation Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

DEVELOPER:

*,
a*

By:
*, Managing Owner

OR

, individually

THIS AMENDMENT IS AN ATTACHMENT TO ALL TARGET RESERVATION AGREEMENTS GRANTED IN THE

STATE OF ILLINOIS.
4814-8964-4770, v. 1

State of Illinois Amendment

Exhibit P (03/2022)
 AMENDMENT TO
TARGET RESERVATION AGREEMENT
REQUIRED BY THE STATE OF MARYLAND

Notwithstanding anything to the contrary set forth in the Target Reservation Agreement, the following
provisions shall supersede and apply to all BURGER KING franchises offered and sold in the State of Maryland:

This Amendment is only applicable if Developer is a resident of Maryland or if the Restaurant will be located
in Maryland.

1. The following statement is added to Section 11.6:

The release by Developer shall not apply to any claims made under the Maryland Franchise Registration
and Disclosure Law.

2. The following statement is added to the end of Section 11.5:

Notwithstanding anything to the contrary contained in the Target Reservation Agreement, you may bring a
lawsuit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law. Any
claim arising under the Maryland Franchise Registration and Disclosure Law must be brought within 3 years
after the grant of the franchise.

3. The representations made in the Target Reservation Agreement are not intended to nor should they act as a
release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.

4. By entering into this Amendment, Developer expressly consents to transact business with BKC electronically
and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and federal laws,
this Amendment may be executed by electronic signatures. The parties to this Amendment agree that the parties'
electronic signatures are intended to authenticate this writing and to have the same force and effect as the use of
manual signatures and an electronically signed version of this Amendment shall constitute an original for all
purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Target Reservation Agreement
on the same day that the Target Reservation Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

DEVELOPER:

*,
a*

By:
*, Managing Owner

OR

, individually

THIS AMENDMENT IS AN ATTACHMENT TO ALL TARGET RESERVATION AGREEMENTS GRANTED IN THE

STATE OF MARYLAND. 4828-3031-4466, v. 1

State of Maryland Amendment

Exhibit P (03/2022)
 AMENDMENT TO
TARGET RESERVATION AGREEMENT
REQUIRED BY THE STATE OF MINNESOTA

Notwithstanding anything to the contrary set forth in the Target Reservation Agreement, the following
provisions shall supersede and apply to all BURGER KING franchises offered and sold in the State of Minnesota:

This Amendment is only applicable if Developer is a resident of Minnesota or if the Restaurant will be
located in Minnesota.

1. BKC shall not require Developer to assent to a release, assignment, novation or waiver that would
relieve any person from liability imposed by Minnesota Statutes, Sections 80C.01 to 80C.22, provided that the
foregoing shall not bar the voluntary settlement of disputes.

2. Minnesota law provides franchisees with certain termination, non-renewal and transfer rights.
Minn. Stat. §80C.14 (subdivisions 3, 4, and 5) requires, except in certain specified cases, that a franchisee be given
90 days' notice of termination (with 60 days to cure) and 180 days' notice of non-renewal of the Target Reservation
Agreement, and provides that consent to transfer of the franchise may not be unreasonably withheld. The Target
Reservation Agreement shall not in any way abrogate or reduce any rights of Developer as provided for in the
Minnesota Franchise Act, including the right to submit matters to the jurisdiction of the courts of Minnesota.

3. The following language amends the Target Reservation Agreement:

“Minnesota Statutes, Section 80C.21 and Minnesota Rule 2860.4400(J) prohibit

BKC from requiring litigation to be conducted outside Minnesota or requiring
Developer to consent to liquidated damages, termination penalties or judgment
notes. In addition, nothing in this Agreement can abrogate or reduce any of
Developer’s rights as provided for in Minnesota Statutes, Chapter 80C, or
Developer’s rights to any procedure, forum, or remedies provided for by the laws
of the jurisdiction.”

4. By entering into this Amendment, Developer expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and
federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect as
the use of manual signatures and an electronically signed version of this Amendment shall constitute an original for
all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Target Reservation Agreement
on the same day that the Target Reservation Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

DEVELOPER:

*,
a*

By:
*, Managing Owner

OR

, individually

THIS AMENDMENT IS AN ATTACHMENT TO ALL TARGET RESERVATION AGREEMENTS GRANTED IN THE

STATE OF MINNESOTA.
4813-3910-8578, v. 1

State of Minnesota Amendment

Exhibit P (03/2022)
 AMENDMENT TO
TARGET RESERVATION AGREEMENT
REQUIRED BY THE STATE OF NORTH DAKOTA

Notwithstanding anything to the contrary set forth in the Target Reservation Agreement, the following
provisions shall supersede and apply to all BURGER KING franchises offered and sold in the State of North Dakota:

This Amendment is only applicable if Developer is a resident of North Dakota or if the Restaurant will be
located in North Dakota.

1. The Target Reservation Agreement is amended to add the following:

“This Agreement shall not in any way abrogate or reduce any rights of Developer
as provided for in the North Dakota Century Code governing franchisees.”

2. The Target Reservation Agreement will be governed by the laws of the State of North Dakota.

3. No provision of the Target Reservation Agreement shall be interpreted to accelerate any statute of
limitations contained in any provision of the North Dakota Century Code.

4. By entering into this Amendment, Developer expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and
federal laws, this Amendment may be executed by electronic signatures. The parties to this Amendment agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect as
the use of manual signatures and an electronically signed version of this Amendment shall constitute an original for
all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Target Reservation Agreement
on the same day that the Target Reservation Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

DEVELOPER:

*,
a*

By:
*, Managing Owner

OR

, individually

THIS AMENDMENT IS AN ATTACHMENT TO ALL TARGET RESERVATION AGREEMENTS GRANTED IN THE

STATE OF NORTH DAKOTA.

4827-8253-8978, v. 1

State of North Dakota Amendment

Exhibit P (03/2022)
 AMENDMENT TO
TARGET RESERVATION AGREEMENT
REQUIRED BY THE STATE OF WASHINGTON

Notwithstanding anything to the contrary set forth in the Target Reservation Agreement, the following
provisions shall supersede and apply to all BURGER KING franchises offered and sold in the State of Washington:

This Amendment is only applicable if Developer is a resident of Washington or if the Restaurant will be
located in Washington.

1. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection
Act, Chapter 19.100 RCW will prevail.

2. RCW 19.100.180 may supersede the Target Reservation Agreement in your relationship with the
franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which
may supersede the Target Reservation Agreement in your relationship with the franchisor including the areas of
termination and renewal of your franchise.

3. In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or

mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the
arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In
addition, if litigation is not precluded by the Target Reservation Agreement, a franchisee may bring an action or
proceeding arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise
Investment Protection Act, in Washington.

4. A release or waiver of rights executed by a franchisee may not include rights under the Washington
Franchise Investment Protection Act or any rule or order thereunder except when executed pursuant to a negotiated
settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions
such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, or rights or
remedies under the Act such as a right to a jury trial, may not be enforceable.

5. Transfer fees are collectable to the extent that they reflect the franchisor’s reasonable estimated or
actual costs in effecting a transfer.

6. Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an

employee, including an employee of a franchisee, unless the employee’s earnings from the party seeking
enforcement, when annualized, exceed $100,000 per year (an amount that will be adjusted annually for inflation). In
addition, a noncompetition covenant is void and unenforceable against an independent contractor of a franchisee
under RCW 49.62.030 unless the independent contractor’s earnings from the party seeking enforcement, when
annualized, exceed $250,000 per year (an amount that will be adjusted annually for inflation). As a result, any
provisions contained in the Target Reservation Agreement or elsewhere that conflict with these limitations are void
and unenforceable in Washington.

7. RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from
(i) soliciting or hiring any employee of a franchisee of the same franchisor or (ii) soliciting or hiring any employee of
the franchisor. As a result, any such provisions contained in the Target Reservation Agreement or elsewhere are void
and unenforceable in Washington.

[Signature Page Follows]

State of Washington Amendment

Exhibit P (03/2022)
 IN WITNESS WHEREOF, the parties have executed this Amendment to the Target Reservation Agreement
on the same day that the Target Reservation Agreement was executed.

BURGER KING CORPORATION

By:
Print Name:
Its:

DEVELOPER:

*,
a*

By:
*, Managing Owner

OR

, individually

THIS AMENDMENT IS AN ATTACHMENT TO ALL TARGET RESERVATION AGREEMENTS GRANTED IN THE

STATE OF WASHINGTON.
4848-8008-4194, v. 1

State of Washington Amendment

Exhibit P (03/2022)
 ADDENDUM TO BURGER KING CORPORATION
FRANCHISE DISCLOSURE DOCUMENT

INFORMATION REQUIRED BY THE STATE OF CALIFORNIA

In recognition of the requirements of the California Franchise Relations Act and the California Franchise
Investment Law, the BURGER KING CORPORATION Franchise Disclosure Document (“FDD”) is
amended as follows:

1. THE CALIFORNIA FRANCHISE INVESTMENT LAW REQUIRES THAT A COPY OF ALL

PROPOSED AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE BE
DELIVERED TOGETHER WITH THE FRANCHISE DISCLOSURE DOCUMENT.

2. SECTION 31125 OF THE CALIFORNIA CORPORATIONS CODE REQUIRES US TO GIVE

YOU A DISCLOSURE DOCUMENT, IN A FORM CONTAINING THE INFORMATION
THAT THE COMMISSIONER MAY BY RULE OR ORDER REQUIRE, BEFORE A
SOLICITATION OF A PROPOSED MATERIAL MODIFICATION OF AN EXISTING
FRANCHISE.

3. BKC'S WEBSITE HAS NOT BEEN REVIEWED OR APPROVED BY THE CALIFORNIA

DEPARTMENT OF FINANCIAL PROTECTION AND INNOVATION. ANY COMPLAINTS
CONCERNING THE CONTENT OF THIS WEBSITE MAY BE DIRECTED TO THE
CALIFORNIA DEPARTMENT OF FINANCIAL PROTECTION AND INNOVATION at
www.dfpi.ca.gov.

4. Item 3 of the FDD shall be amended for the State of California to include the following:

Neither BKC, nor any person or entity identified in Items 1 or 2 above, is

subject to any currently effective order of any national securities
association or national securities exchange, as defined in the Securities
and Exchange Act of 1934, 15 U.S.C.A. 78a et seq., suspending or
expelling such membership in such association or exchange.

5. The California Franchise Relations Act provides rights to the franchisee concerning transfer,
termination or non-renewal of a franchise. If the franchise agreement contains a provision that is
inconsistent with the California Franchise Relations Act, the California Franchise Relations Act
may control. Consequently, Item 17 of the Franchise Disclosure Document shall be amended to
include the following:

A. Paragraph 19 of the Burger King Restaurant Franchise Agreement

(Individual/Owner-Operator and Entity) and Paragraph 18 of the Burger King®
Corporate Franchise Agreement contains a covenant not to compete which extends
beyond the termination of the franchise. This provision may not be enforceable under
California law.

B. Paragraph 21.C. of the Burger King® Restaurant Franchise Agreement

(Individual/Owner-Operator and Entity), Paragraph 20.C. of the Burger King® Corporate
Franchise Agreement, Article X, Section 11.5 of the Target Reservation Agreement and
of the Multiple Target Reservation Agreement, and Section 16.4 of the Area
Development Agreement require application of the laws of Florida. These provisions
may not be enforceable under California law.
State of California Addendum
Exhibit P
03/2022
6. Article 8, Section 20040.5, of the California Franchise Relations Act may affect your franchise
relationship with BKC. This section reads as follows: "A provision in a franchise agreement
restricting venue to a forum outside this state is void with respect to any claim arising under or
relating to a franchise agreement involving a franchise business operating within this state".

Therefore, Item 17, (V) and (W), of the FDD are amended to include the following:

A provision in a franchise agreement restricting venue to a forum outside

California is void with respect to any claim arising under or relating to a
franchise agreement involving a franchise business operating within
California.

7. The Franchise Agreement and Area Development Agreement require Franchisee to execute a
general release of claims. California Corporations Code Section 31512 provides that any
condition, stipulation or provision purporting to bind any person acquiring any franchise to waive
compliance with any provision of that law or any rule or order thereunder is void. Section 31512
voids a waiver of Franchisee’s rights under the Franchise Investment Law (California
Corporations Code Section 20010 voids a waiver of Franchisee’s rights under the California
Franchise Relations Act (Business and Professions Code Sections 20000 - 20043)). To the extent
required by such laws, Franchisee shall not be required to execute a general release.

8. Item 21 of the FDD is amended by the addition of the following language:

Also attached at Exhibit Q is the unaudited consolidated balance sheet of BKC, and its
subsidiaries, as of December 31, 2021. THE UNAUDITED CONSOLIDATED BALANCE
SHEET IS PREPARED WITHOUT AN AUDIT. PROSPECTIVE FRANCHISEES SHOULD
BE ADVISED THAT NO CERTIFIED PUBLIC ACCOUNTANT HAS AUDITED THESE
FIGURES OR EXPRESSED HIS/HER OPINION WITH REGARD TO THE CONTENTS AND
FORM.

[Remainder of page intentionally left blank]

State of California Addendum

Exhibit P
03/2022
8. Exhibit Q of the FDD is amended by the addition of the following:

Each provision of this Addendum to the FDD is effective only to the extent that with respect to such
provision, the jurisdictional requirements of the California Franchise Relations Act and the California
Franchise Investment Law are met independently without reference to this Addendum.

State of California Addendum

Exhibit P
03/2022
 ADDENDUM TO BURGER KING CORPORATION
FRANCHISE DISCLOSURE DOCUMENT

INFORMATION REQUIRED BY THE STATE OF HAWAII

1. The page titled “Special Risk(s) to Consider About This Franchise" included in the
Burger King Corporation Franchise Disclosure Document is hereby amended by the addition of
the following information:

2. Filing is Not Approval. THESE FRANCHISES WILL BE/HAVE

BEEN FILED UNDER THE FRANCHISE INVESTMENT LAW OF
THE STATE OF HAWAII. FILING DOES NOT CONSTITUTE
APPROVAL, RECOMMENDATION OR ENDORSEMENT BY THE
DIRECTOR OF COMMERCE AND CONSUMER AFFAIRS OR A
FINDING BY THE DIRECTOR OF COMMERCE AND
CONSUMER AFFAIRS THAT THE INFORMATION PROVIDED
HEREIN IS TRUE, COMPLETE AND NOT MISLEADING.

3. Disclosure Required. THE FRANCHISE INVESTMENT LAW

MAKES IT UNLAWFUL TO OFFER OR SELL ANY FRANCHISE
IN THIS STATE WITHOUT FIRST PROVIDING TO THE
PROSPECTIVE FRANCHISEE, OR SUBFRANCHISOR, AT LEAST
SEVEN DAYS PRIOR TO THE EXECUTION BY THE
PROSPECTIVE FRANCHISEE, OF ANY BINDING FRANCHISE
OR OTHER AGREEMENT, OR AT LEAST SEVEN DAYS PRIOR
TO THE PAYMENT OF ANY CONSIDERATION BY THE
FRANCHISEE, OR SUBFRANCHISOR, WHICHEVER OCCURS
FIRST, A COPY OF THE FRANCHISE DISCLOSURE
DOCUMENT, TOGETHER WITH A COPY OF ALL PROPOSED
AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE.

4. Disclosure Document is a Summary. THIS FRANCHISE

DISCLOSURE DOCUMENT CONTAINS A SUMMARY ONLY OF
CERTAIN MATERIAL PROVISIONS OF THE FRANCHISE
AGREEMENT AND AREA DEVELOPMENT AGREEMENT. THE
CONTRACT OR AGREEMENT SHOULD BE REFERRED TO FOR
A STATEMENT OF ALL RIGHTS, CONDITIONS, RESTRICTIONS
AND OBLIGATIONS OF BOTH THE FRANCHISOR AND THE
FRANCHISEE.
2. In consideration of the requirements of the Hawaii Administrative Rules, Section 16-37-4(d)(19),
Burger King Corporation has registrations which are or will be effective in the States of Hawaii,
Indiana, Michigan, Minnesota, Rhode Island, South Dakota, and Wisconsin. It is exempt from
registration in California, Illinois, Maryland, New York, North Dakota, Virginia and Washington.
During the previous 12 months (i) no state has refused, by order or otherwise, to allow Burger

State of Hawaii Addendum

Exhibit P
03/2022
 King Corporation to register this franchise, (ii) no state has revoked or suspended Burger King
Corporation’s right to offer franchises in their state, and (iii) Burger King Corporation has not
withdrawn its proposed registration to franchise in any state.

3. Item 17 of the Franchise Disclosure Document is amended by adding the following information
for lines "k," "l," and "m" of the Table:

In connection with a transfer, you must sign a release of any claims you
may have against BKC. However, the release will not apply to any claim
you may have under Hawaii law.

4. Registered agent in the state authorized to receive service of process:

Commissioner of Securities of Department of Commerce and Consumer Affairs

335 Merchant Street
Honolulu, Hawaii 96813

Each provision of this Addendum to the Franchise Disclosure Document is effective only to the extent
with respect to such provision that the jurisdictional requirements of the Hawaii Franchise Investment
Law are met independently without reference to this Addendum.

State of Hawaii Addendum

Exhibit P
03/2022
 ADDENDUM TO BURGER KING CORPORATION
FRANCHISE DISCLOSURE DOCUMENT

INFORMATION REQUIRED BY THE STATE OF ILLINOIS

In recognition of the requirements of the Illinois Franchise Disclosure Act of 1987, the BURGER KING
CORPORATION Franchise Disclosure Document ("FDD") is amended as follows:

1. Item 17 is amended to include the following:

Illinois law, 815 Illinois Compiled Statutes 705/19 and 705/20, may
affect the conditions under which your franchise can be terminated and
your rights upon non-renewal.

Section 41 of the Illinois Franchise Disclosure Act states that “Any

condition, stipulation, or provision purporting to bind any person
acquiring any franchise to waive compliance with any provision of this
Act is void.”

Section 4 of the Illinois Franchise Disclosure Act states that “Any

provision in a franchise agreement that designates jurisdiction or venue
in a forum outside of this State is void, provided that a franchise
agreement may provide for arbitration in a forum outside of this State."

Therefore, Items 17, (v) and (w), of the FDD are amended to include the following:

Any provision in a Franchise Agreement or Area Development

Agreement that designates jurisdiction or venue in a forum outside of
Illinois may be unenforceable as to any cause of action which otherwise
is enforceable in the courts of the State of Illinois.

2. Item 17 (w) is amended as follows: “Illinois law governs.”

3. Notwithstanding anything set forth in Item 17 to the contrary, the conditions under which your
franchise can be terminated and your rights upon non-renewal may be affected by Illinois law: 815 ILCS
705/19 and 705/20.

Each provision of this Addendum to the FDD is effective only to the extent that with respect to such
provision, the jurisdictional requirements of the Illinois Franchise Act are met independently without
reference to this Addendum.

State of Illinois Addendum

Exhibit P
03/2022
 ADDENDUM TO BURGER KING CORPORATION
FRANCHISE DISCLOSURE DOCUMENT

INFORMATION REQUIRED BY THE STATE OF MARYLAND

In recognition of the requirements of the Maryland Franchise Registration and Disclosure Law and the
Code of Maryland Regulations, the BURGER KING CORPORATION Franchise Disclosure Document
("FDD") is amended as follows:

1. Item 17(f) of the FDD is amended to include the following:

“Termination for bankruptcy filing may not be enforceable under the

United States Bankruptcy Act, but BKC intends to enforce it to the
extent enforceable.”

2. Items 17(c) and 17(m) are revised to provide that, pursuant to COMAR 02.02.08.16L, the general
release required as a condition to renewal, sale or consent to assignment/transfer shall not apply
to any liability under the Maryland Franchise Registration and Disclosure Law.

3. Item 17(v) and (w) are modified by the insertion of the following:

“You may sue in Maryland for claims arising under the Maryland
Franchise Registration and Disclosure Law.”

4. Any claims arising under the Maryland Franchise Registration and Disclosure Law must be
brought within three years after the grant of the franchise.

Each provision of this Addendum to the FDD shall be effective only to the extent that, with respect to
such provision, the jurisdictional requirements of the Maryland Franchise Registration and Disclosure
Law are met independently without reference to this Addendum.

State of Maryland Addendum

Exhibit P
03/2022
 ADDENDUM TO BURGER KING CORPORATION
FRANCHISE DISCLOSURE DOCUMENT

INFORMATION REQUIRED BY THE STATE OF MINNESOTA

In recognition of the requirements of the Minnesota Franchise Act, Minn. Stat. §80C.01-80C.22,
("Minnesota Franchise Act") and the Rules and Regulations of the Minnesota Commissioner of
Commerce, the BURGER KING CORPORATION Franchise Disclosure Document ("FDD") is amended
as follows:

1. Adding the following information to amend Item 13 of the FDD:

Concerning franchises governed by Minnesota law, BKC will adhere to

requirements pursuant to Minn. Stat. Sec. 80C.12, subdivision 1 (g) of
the Minnesota Franchise Act that it protect your right to use the principal
Burger King Marks or indemnify you from any loss, costs or expenses
arising out of any claim, suit or demand regarding your use of the
principal Burger King Marks in accordance with the Franchise
Agreement.

2. Adding the following information for Item 17 (b), (c), (e), (f), (g) and (h) of the FDD:

Concerning franchises governed by Minnesota law, BKC will comply

with Minn. Stat. Sec. 80C.14, subdivisions 3, 4 and 5, which requires,
except in certain specified cases, that you be given 90 days' notice of
termination (with 60 days to cure) and 180 days' notice for non-renewal
of the Franchise Agreement or Area Development Agreement.

3. Item 17 (c) and (m) are revised to provide that BKC cannot require you to sign a release of claims
under the Minnesota Franchise Act as a condition to renewal or assignment.

4. Adding the following information to Item 17 (k), (l) and (m) of the FDD:

In connection with a transfer, you must sign a release of any claims you
may have against Burger King Corporation. However, the release will
not apply to any claim you may have under the Minnesota Franchise Act
or its implementing Rules and Regulations.

5. Adding the following information to Item 17 (u), (v) and (w) of the FDD:

Minnesota Rule 2860.4400(J) states that it is unfair and inequitable for a

franchisor to require a franchisee to waive his rights to any forum
provided for by the laws of the jurisdiction, except that this shall not bar
an exclusive arbitration clause. Accordingly, with respect to franchises
governed by Minnesota law, any provision in a Franchise Agreement or
Area Development Agreement which designates jurisdiction or venue in
a forum outside of Minnesota is unenforceable as to any cause of action
which otherwise is enforceable in the courts of the State of Minnesota,
provided that this shall not bar an exclusive arbitration clause.

State of Minnesota Addendum

Exhibit P
03/2022
6. BKC is prohibited from requiring you to assent to a release, assignment, novation or waiver that
would relieve any person from liability imposed by Minn. Stat. Sec. 80C.01-80C.22, provided that the
foregoing shall not bar the voluntary settlement of disputes. The following language amends the
Governing Law Jurisdiction and Venue and Choice of Forums Sections of the FDD:

Minn. Stat. Sec. 80C.21 and Minnesota Rule 2860.4400(J) prohibit BKC
from requiring litigation to be conducted outside Minnesota, requiring
waiver of a jury trial, or requiring you to consent to liquidated damages,
termination penalties or judgment notes. In addition, nothing in the
Franchise Disclosure Document or agreement(s) can abrogate or reduce
any of your rights as provided for in Minn. Stat. Chap. 80C or your rights
to any procedure, forum, or remedies provided for by the laws of the
jurisdiction.

Each provision of this Addendum to the FDD is effective only to the extent, concerning such provision,
that the jurisdictional requirements of the Minnesota Franchise Law are met independently without
reference to this Addendum.

State of Minnesota Addendum

Exhibit P
03/2022
 ADDENDUM TO BURGER KING CORPORATION
FRANCHISE DISCLOSURE DOCUMENT

INFORMATION REQUIRED BY THE STATE OF NORTH DAKOTA

In recognition of the requirements of the North Dakota Century Code 51-10-09, and rulings of the North
Dakota Securities Commissioner, the BURGER KING CORPORATION Franchise Disclosure Document
("FDD") is amended as follows:

Adding the following information for lines “f”, “q”, “r”, “u”, “v” and “w” of the Tables amends Item 17:

THE SECURITIES COMMISSIONER OF THE STATE OF NORTH DAKOTA HAS HELD THE
FOLLOWING TO BE UNFAIR, UNJUST OR INEQUITABLE TO NORTH DAKOTA
FRANCHISEES, PURSUANT TO SECTION 51-19-09 (I) OF N.D.C.C.:

A. Restrictive Covenants: Franchise Disclosure Documents which disclose the existence of

covenants restricting competition contrary to Section 9-08-06, N.D.C.C., without further disclosing that
such covenants will be subject to this statute.

B. Situs of Arbitration Proceedings: Franchise agreements providing that the parties must
agree to the arbitration of disputes at a location that is remote from the site of the franchisee's business.

C. Restrictions on Forum: Requiring North Dakota franchisees to consent to the jurisdiction

of courts outside of North Dakota.

D. Liquidated Damages and Termination Penalties: Requiring North Dakota franchisees to

consent to liquidated damages or termination penalties.

E. Applicable Laws: Franchise agreements which specify that they are to be governed by the
laws of a state other than North Dakota.

F. Waiver of Trial by Jury: Requiring North Dakota franchisees to consent to the waiver of
a trial by jury.

G. Waiver of Exemplary and Punitive Damages: Requiring North Dakota franchisees to

consent to a waiver of exemplary and punitive damage.

H. General Release: Franchise Agreements that require the franchisee to sign a general
release upon renewal of the franchise agreement.

I. Limitation of Claims: Franchise Agreements that require the franchisee to consent to a

limitation of claims. The statute of limitations under North Dakota law applies.

J. Enforcement of Agreement: Franchise Agreements that require the franchisee to pay all
costs and expenses incurred by the franchisor in enforcing the agreement. The prevailing party in any
enforcement action is entitled to recover all costs and expenses including attorney's fees.

Each provision of this Addendum to the FDD is effective only to the extent, concerning such provision,
that the jurisdictional requirements of the North Dakota Century Code are met independently without
reference to this Addendum.

State of North Dakota Addendum

Exhibit P
03/2022
 ADDENDUM TO BURGER KING CORPORATION
FRANCHISE DISCLOSURE DOCUMENT

INFORMATION REQUIRED BY THE STATE OF RHODE ISLAND

In recognition of the requirements of the Franchise Investment Act of the State of Rhode Island, the
BURGER KING CORPORATION Franchise Disclosure Document is amended as follows:

1. Item 17 is amended in lines v and w to cite the Franchise Investment Act of the Rhode Island
General Laws §19-28.1-14, which provides that "a provision in a franchise agreement restricting
jurisdiction or venue to a forum outside this state or requiring the application of the laws of
another state is void with respect to a claim otherwise enforceable under this Act."

Each provision of this Addendum to the Disclosure Document is effective only to the extent that with
respect to such provision, the jurisdictional requirements of the Franchise Investment Act of the State of
Rhode Island are met independently without reference to this Addendum.

State of Rhode Island Addendum

Exhibit P
03/2022
 ADDENDUM TO BURGER KING CORPORATION
FRANCHISE DISCLOSURE DOCUMENT

INFORMATION REQUIRED BY THE STATE OF VIRGINIA

In recognition of the requirements of the Virginia Retail Franchising Act and the Regulations of the
Virginia State Corporation Commission, the BURGER KING CORPORATION Franchise Disclosure
Document ("FDD") is amended as follows:

Item 17 (H) of the FDD is hereby amended to include the following:

Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a
franchisor to cancel a franchise without reasonable cause. If any ground for default or
termination stated in the agreement does not constitute “reasonable cause,” as that term
may be defined in the Virginia Retail Franchise Act or the laws of Virginia, that
provision may not be enforceable.

Each provision of this Addendum to the Disclosure Document is effective only to the extent, concerning
such provision, that the jurisdictional requirements of the Virginia Retail Franchising Act are met
independently without reference to this Addendum.

State of Virginia Addendum

Exhibit P
03/2022
 ADDENDUM TO BURGER KING CORPORATION
FRANCHISE DISCLOSURE DOCUMENT

INFORMATION REQUIRED BY THE STATE OF WASHINGTON

In recognition of the requirements of the Washington Franchise Investment Protection Act, the BURGER
KING CORPORATION Franchise Disclosure Document (FDD) is amended as follows:

1. In the event of a conflict of laws, the provisions of the Washington Franchise Investment
Protection Act, Chapter 19.100 RCW will prevail.

2. RCW 19.100.180 may supersede the Franchise Agreement or Area Developer Agreement in your
relationship with the franchisor including the areas of termination and renewal of your franchise. There
may also be court decisions which may supersede the Franchise Agreement or Area Developer
Agreement in your relationship with the franchisor including the areas of termination and renewal of your
franchise.

3. In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or

mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of
the arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or
mediation. In addition, if litigation is not precluded by the Franchise Agreement or Area Developer
Agreement, a franchisee may bring an action or proceeding arising out of or in connection with the sale of
franchises, or a violation of the Washington Franchise Investment Protection Act, in Washington.

4. A release or waiver of rights executed by a franchisee may not include rights under the
Washington Franchise Investment Protection Act or any rule or order thereunder except when executed
pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented
by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of
limitations period for claims under the Act, or rights or remedies under the Act such as a right to a jury
trial, may not be enforceable.

5. Transfer fees are collectable to the extent that they reflect the franchisor’s reasonable estimated or
actual costs in effecting a transfer.

6. Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an

employee, including an employee of a franchisee, unless the employee’s earnings from the party seeking
enforcement, when annualized, exceed $100,000 per year (an amount that will be adjusted annually for
inflation). In addition, a noncompetition covenant is void and unenforceable against an independent
contractor of a franchisee under RCW 49.62.030 unless the independent contractor’s earnings from the
party seeking enforcement, when annualized, exceed $250,000 per year (an amount that will be adjusted
annually for inflation). As a result, any provisions contained in the Franchise Agreement or Area
Developer Agreement or elsewhere that conflict with these limitations are void and unenforceable in
Washington.

7. RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee

from (i) soliciting or hiring any employee of a franchisee of the same franchisor or (ii) soliciting or hiring
any employee of the franchisor. As a result, any such provisions contained in the Franchise Agreement or
Area Developer Agreement or elsewhere are void and unenforceable in Washington.

8. Burger King Corporation Assurance of Discontinuance In Re Franchise No Poaching Provisions,

Superior Court of Washington, King County Superior Court. On or about September 13, 2018, we
State of Washington Addendum
Exhibit P
03/2022
entered into an Assurance of Discontinuance (No. 18-2-22877-8SEA) with the State of Washington
entitled In Re: Franchise No Poaching Provisions under which we agreed to refrain from including “no-
poach” language in our Franchise Agreement, which restricts a franchisee from recruiting and/or hiring
the employees of other franchisees and/or employees of us or our affiliates, which the Attorney General
alleges violates Washington state and federal antitrust and unfair practices laws. We have also agreed to
refrain from enforcing the language in any of our existing Franchise Agreements, notify our current
franchisees of the entry of the Assurance of Discontinuance, notify the Washington Attorney General if
any of our franchisees attempted to enforce such a provision, offer to amend existing Franchise
Agreements to delete the no-poach language and remove the language from existing Franchise
Agreements as they come up for renewal. We satisfied the requirements in the Assurance of
Discontinuance and submitted to the State of Washington a declaration of completion.

Each provision of this Addendum to the FDD is effective only to the extent that with respect to such
provision, the jurisdictional requirements of the Washington Franchise Investment Protection Act are met
independently without reference to this Addendum.

4861-8427-1364, v. 3

State of Washington Addendum

Exhibit P
03/2022
EXHIBIT Q
 Table of Contents

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for the preparation, integrity and fair presentation of the consolidated financial statements, related notes
and other information included in this annual report. The consolidated financial statements were prepared in accordance with
accounting principles generally accepted in the United States of America and include certain amounts based on management’s
estimates and assumptions. Other financial information presented in the annual report is derived from the consolidated financial
statements.

Management is also responsible for establishing and maintaining adequate internal control over financial reporting, and for performing
an assessment of the effectiveness of internal control over financial reporting as of December 31, 2021. Internal control over financial
reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. Our system of internal control
over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management
and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

Management performed an assessment of the effectiveness of the Company’s internal control over financial reporting as of
December 31, 2021 based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment and those criteria, management
determined that the Company’s internal control over financial reporting was effective as of December 31, 2021.

The scope of management's assessment of the effectiveness of the Company's internal control over financial reporting included all of
the Company's consolidated operations except for the operations of FRG, LLC, which the Company acquired in December 2021.
FRG, LLC operations represented $1,103 million of the Company's consolidated total assets (which includes acquisition accounting
adjustments within the scope of the assessment) and $5 million of the Company's consolidated total revenues as of and for the year
ended December 31, 2021.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2021 has been audited by KPMG
LLP, the Company’s independent registered public accounting firm, as stated in its report which is included herein.

2
 Table of Contents

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Restaurant Brands International Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Restaurant Brands International Inc. and subsidiaries (the
“Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss),
shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes
(collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its
cash flows for each of the years in the three-year period ended December 31, 2021, in conformity with U.S. generally accepted
accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission,
and our report dated February 23, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over
financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining,
on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or
on the accounts or disclosures to which it relates.

Gross unrecognized tax benefits

As discussed in Notes 2 and 11 to the consolidated financial statements, the Company records a liability for unrecognized tax
benefits associated with uncertain tax positions. The Company recognizes tax benefits from tax positions only if there is more
than a 50% likelihood that the tax positions will be sustained upon examination by the taxing authorities, based on the
technical merits of the positions. As of December 31, 2021, the Company has recorded gross unrecognized tax benefits,
excluding associated interest and penalties, of $437 million.

3
 Table of Contents

We identified the assessment of gross unrecognized tax benefits resulting from certain tax planning strategies implemented
during the year as a critical audit matter. Identifying and determining uncertain tax positions arising from implementing tax
planning strategies involved a number of judgments and assumptions, which included complex considerations of tax law. As
a result, subjective and complex auditor judgment, including the involvement of tax professionals with specialized skills and
knowledge, was required to evaluate the Company’s interpretation of tax law and its determination of which tax positions
have more than a 50% likelihood of being sustained upon examination.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and
tested the operating effectiveness of certain internal controls related to the Company’s gross unrecognized tax benefits
process, including controls related to 1) interpreting tax law, 2) identifying significant uncertain tax positions arising from tax
planning strategies that were implemented during the year, 3) evaluating the tax consequences of the related strategies, and 4)
evaluating which of the Company’s tax positions may not be sustained upon examination. In addition, we involved tax
professionals with specialized skills and knowledge, who assisted in:

• obtaining an understanding of the Company’s tax planning strategies

• evaluating the Company’s interpretation of the relevant tax laws by developing an independent assessment
• evaluating the Company’s identification of uncertain tax positions to assess the tax consequences of these related tax
positions
• performing an independent assessment of the Company’s tax positions and comparing our assessment to the
Company’s assessment.

(signed) KPMG LLP

We have served as the Company's auditor since 1989.

Miami, Florida
February 23, 2022

4
 Table of Contents

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Restaurant Brands International Inc.:

Opinion on Internal Control over Financial Reporting

We have audited Restaurant Brands International Inc. and subsidiaries’ (the “Company”) internal control over financial reporting as of
December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements
of operations, comprehensive income (loss), shareholders' equity, and cash flows for each of the years in the three-year period ended
December 31, 2021, and the related notes (collectively, the “consolidated financial statements”), and our report dated February 23,
2022 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired FRG, LLC during 2021, and management excluded from its assessment of the effectiveness of the Company's
internal control over financial reporting as of December 31, 2021, FRG, LLC's internal control over financial reporting associated with
total assets of $1,103 million and total revenues of $5 million included in the consolidated financial statements of the Company as of
and for the year ended December 31, 2021. Our audit of internal control over financial reporting of the Company also excluded an
evaluation of the internal control over financial reporting of FRG, LLC.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control
Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based
on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

(signed) KPMG LLP

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Miami, Florida
February 23, 2022

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RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Consolidated Balance Sheets
(In millions of U.S. dollars, except share data)

As of December 31,
2021 2020
ASSETS
Current assets:
Cash and cash equivalents $ 1,087 $ 1,560
Accounts and notes receivable, net of allowance of $18 and $42, respectively 547 536
Inventories, net 96 96
Prepaids and other current assets 86 72
Total current assets 1,816 2,264
Property and equipment, net of accumulated depreciation and amortization of $979 and $879,
respectively 2,035 2,031
Operating lease assets, net 1,130 1,152
Intangible assets, net 11,417 10,701
Goodwill 6,006 5,739
Net investment in property leased to franchisees 80 66
Other assets, net 762 824
Total assets $ 23,246 $ 22,777
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts and drafts payable $ 614 $ 464
Other accrued liabilities 947 835
Gift card liability 221 191
Current portion of long-term debt and finance leases 96 111
Total current liabilities 1,878 1,601
Long-term debt, net of current portion 12,916 12,397
Finance leases, net of current portion 333 315
Operating lease liabilities, net of current portion 1,070 1,082
Other liabilities, net 1,822 2,236
Deferred income taxes, net 1,374 1,425
Total liabilities 19,393 19,056
Commitments and contingencies (Note 17)
Shareholders’ equity:
Common shares, no par value; Unlimited shares authorized at December 31, 2021 and December
31, 2020; 309,025,068 shares issued and outstanding at December 31, 2021; 304,718,749 shares
issued and outstanding at December 31, 2020 2,156 2,399
Retained earnings 791 622
Accumulated other comprehensive income (loss) (710) (854)
Total Restaurant Brands International Inc. shareholders’ equity 2,237 2,167
Noncontrolling interests 1,616 1,554
Total shareholders’ equity 3,853 3,721
Total liabilities and shareholders’ equity $ 23,246 $ 22,777

See accompanying notes to consolidated financial statements.

Approved on behalf of the Board of Directors:

By: /s/ Daniel Schwartz By: /s/ Ali Hedayat
Daniel Schwartz, Co-Chairman Ali Hedayat, Director

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RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Consolidated Statements of Operations
(In millions of U.S. dollars, except per share data)

2021 2020 2019

Revenues:
Sales $ 2,378 $ 2,013 $ 2,362
Franchise and property revenues 2,452 2,121 2,381
Advertising revenues 909 834 860
Total revenues 5,739 4,968 5,603
Operating costs and expenses:
Cost of sales 1,890 1,610 1,813
Franchise and property expenses 489 515 533
Advertising expenses 962 870 865
General and administrative expenses 508 407 406
(Income) loss from equity method investments 4 39 (11)
Other operating expenses (income), net 7 105 (10)
Total operating costs and expenses 3,860 3,546 3,596
Income from operations 1,879 1,422 2,007
Interest expense, net 505 508 532
Loss on early extinguishment of debt 11 98 23
Income before income taxes 1,363 816 1,452
Income tax expense 110 66 341
Net income 1,253 750 1,111
Net income attributable to noncontrolling interests (Note 13) 415 264 468
Net income attributable to common shareholders $ 838 $ 486 $ 643
Earnings per common share:
Basic $ 2.71 $ 1.61 $ 2.40
Diluted $ 2.69 $ 1.60 $ 2.37
Weighted average shares outstanding (in millions):
Basic 310 302 268
Diluted 464 468 469

See accompanying notes to consolidated financial statements.

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RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss)
(In millions of U.S. dollars)

2021 2020 2019

Net income $ 1,253 $ 750 $ 1,111

Foreign currency translation adjustment (67) 332 409

Net change in fair value of net investment hedges, net of tax of $15, $60, and $32 111 (242) (86)
Net change in fair value of cash flow hedges, net of tax of $(36), $91, and $29 96 (244) (77)
Amounts reclassified to earnings of cash flow hedges, net of tax of $(36), $(27), and
$(6) 96 73 15
Gain (loss) recognized on defined benefit pension plans and other items, net of tax of
$(3), $3, and $1 15 (16) (2)
Other comprehensive income (loss) 251 (97) 259
Comprehensive income (loss) 1,504 653 1,370
Comprehensive income (loss) attributable to noncontrolling interests 499 224 571
Comprehensive income (loss) attributable to common shareholders $ 1,005 $ 429 $ 799

See accompanying notes to consolidated financial statements.

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RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity
(In millions of U.S. dollars, except shares)
Accumulated
Issued Common Shares Other
Retained Comprehensive Noncontrolling
Shares Amount Earnings Income (Loss) Interests Total
Balances at December 31, 2018 251,532,493 $ 1,737 $ 674 $ (800) $ 2,007 $ 3,618
Cumulative effect adjustment (Note 10) — — 12 — 9 21
Stock option exercises 4,495,897 102 — — — 102
Share-based compensation — 68 — — — 68
Issuance of shares 236,299 7 — — — 7
Dividends declared on common shares ($2.00 per share) — — (545) — — (545)
Dividend equivalents declared on restricted stock units — 9 (9) — — —
Distributions declared by Partnership on partnership
exchangeable units ($2.00 per unit) — — — — (382) (382)
Exchange of Partnership exchangeable units for RBI
common shares 42,016,392 555 — (119) (436) —
Net income — — 643 — 468 1,111
Other comprehensive income (loss) — — — 156 103 259
Balances at December 31, 2019 298,281,081 $ 2,478 $ 775 $ (763) $ 1,769 $ 4,259
Stock option exercises 2,447,627 82 — — — 82
Share-based compensation — 74 — — — 74
Issuance of shares 469,145 6 — — — 6
Dividends declared on common shares ($2.08 per share) — — (631) — — (631)
Dividend equivalents declared on restricted stock units — 8 (8) — — —
Distributions declared by Partnership on partnership
exchangeable units ($2.08 per units) — — — — (336) (336)
Repurchase of Partnership exchangeable units — (293) — (22) (65) (380)
Exchange of Partnership exchangeable units for RBI
common shares 3,636,169 48 — (12) (36) —
Other (115,273) (4) — — — (4)
Restaurant VIE contributions (distributions) — — — — (2) (2)
Net income — — 486 — 264 750
Other comprehensive income (loss) — — — (57) (40) (97)
Balances at December 31, 2020 304,718,749 $ 2,399 $ 622 $ (854) $ 1,554 $ 3,721
Stock option exercises 1,594,146 60 — — — 60
Share-based compensation — 88 — — — 88
Issuance of shares 1,839,941 12 — — — 12
Dividends declared on common shares ($2.12 per share) — — (658) — — (658)
Dividend equivalents declared on restricted stock units — 11 (11) — — —
Distributions declared by Partnership on partnership
exchangeable units ($2.12 per unit) — — — — (318) (318)
Repurchase of RBI common shares (9,247,648) (551) — — — (551)
Exchange of Partnership exchangeable units for RBI
common shares 10,119,880 137 — (23) (114) —
Restaurant VIE contributions (distributions) — — — — (5) (5)
Net income — — 838 — 415 1,253
Other comprehensive income (loss) — — — 167 84 251
Balances at December 31, 2021 309,025,068 $ 2,156 $ 791 $ (710) $ 1,616 $ 3,853

See accompanying notes to consolidated financial statements.

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RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows
(In millions of U.S. dollars)

2021 2020 2019

Cash flows from operating activities:
Net income $ 1,253 $ 750 $ 1,111
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 201 189 185
Premiums paid and non-cash loss on early extinguishment of debt 11 97 16
Amortization of deferred financing costs and debt issuance discount 27 26 29
(Income) loss from equity method investments 4 39 (11)
Loss (gain) on remeasurement of foreign denominated transactions (76) 100 (14)
Net (gains) losses on derivatives 87 32 (49)
Share-based compensation and non-cash incentive compensation expense 102 84 74
Deferred income taxes (5) (208) 58
Other (16) 28 6
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable 8 (30) (53)
Inventories and prepaids and other current assets 12 (10) (15)
Accounts and drafts payable 149 (183) 112
Other accrued liabilities and gift card liability 67 6 (57)
Tenant inducements paid to franchisees (20) (22) (54)
Other long-term assets and liabilities (78) 23 138
Net cash provided by operating activities 1,726 921 1,476
Cash flows from investing activities:
Payments for property and equipment (106) (117) (62)
Net proceeds from disposal of assets, restaurant closures and refranchisings 16 12 8
Net payment for purchase of Firehouse Subs, net of cash acquired (1,004) — —
Settlement/sale of derivatives, net 5 33 24
Other investing activities, net (14) (7) —
Net cash used for investing activities (1,103) (79) (30)
Cash flows from financing activities:
Proceeds from revolving line of credit and long-term debt 1,335 5,235 2,250
Repayments of revolving line of credit, long-term debt and finance leases (889) (4,708) (2,266)
Payment of financing costs (19) (43) (50)
Payment of dividends on common shares and distributions on Partnership
exchangeable units (974) (959) (901)
Repurchase of Partnership exchangeable units — (380) —
Repurchase of common shares (551) — —
Proceeds from stock option exercises 60 82 102
(Payments) proceeds from derivatives (51) (46) 23
Other financing activities, net (4) (2) —
Net cash used for financing activities (1,093) (821) (842)
Effect of exchange rates on cash and cash equivalents (3) 6 16
Increase (decrease) in cash and cash equivalents (473) 27 620
Cash and cash equivalents at beginning of period 1,560 1,533 913
Cash and cash equivalents at end of period $ 1,087 $ 1,560 $ 1,533
Supplemental cash flow disclosures:
Interest paid $ 404 $ 463 $ 584
Income taxes paid $ 256 $ 267 $ 248

See accompanying notes to consolidated financial statements.

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RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 1. Description of Business and Organization

Description of Business
Restaurant Brands International Inc. (the “Company,” “RBI,” “we,” “us” or “our”) is a Canadian corporation that serves as the
sole general partner of Restaurant Brands International Limited Partnership (the “Partnership”). On December 15, 2021 we acquired
FRG, LLC (“Firehouse Subs”). We franchise and operate quick service restaurants serving premium coffee and other beverage and
food products under the Tim Hortons® brand (“Tim Hortons” or “TH”), fast food hamburgers principally under the Burger King®
brand (“Burger King” or “BK”), chicken under the Popeyes® brand (“Popeyes” or “PLK”) and sandwiches under the Firehouse
Subs® brand (“Firehouse” or “FHS”). We are one of the world’s largest quick service restaurant, or QSR, companies as measured by
total number of restaurants. As of December 31, 2021, we franchised or owned 5,291 Tim Hortons restaurants, 19,247 Burger King
restaurants, 3,705 Popeyes restaurants, and 1,213 Firehouse restaurants, for a total of 29,456 restaurants, and operate in more than 100
countries. Approximately 100% of current system-wide restaurants are franchised.

All references to “$” or “dollars” are to the currency of the United States unless otherwise indicated. All references to “Canadian
dollars” or “C$” are to the currency of Canada unless otherwise indicated.

Note 2. Significant Accounting Policies

Fiscal Year

We operate on a monthly calendar, with a fiscal year that ends on December 31. TH, BK and PLK operate on the same fiscal
year. The fiscal year of FHS ends on the Sunday on or before December 31 which was December 26, 2021.

Basis of Presentation

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United
States (“GAAP”) and related rules and regulations of the U.S. Securities and Exchange Commission requires our management to make
estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of
contingent assets and liabilities. Actual results could differ from these estimates.

Principles of Consolidation

The consolidated financial statements (the "Financial Statements") include our accounts and the accounts of entities in which we
have a controlling financial interest, the usual condition of which is ownership of a majority voting interest. All material intercompany
balances and transactions have been eliminated in consolidation. Investments in other affiliates that are owned 50% or less where we
have significant influence are accounted for by the equity method.

We are the sole general partner of Partnership and, as such we have the exclusive right, power and authority to manage, control,
administer and operate the business and affairs and to make decisions regarding the undertaking and business of Partnership, subject to
the terms of the partnership agreement of Partnership (“partnership agreement”) and applicable laws. As a result, we consolidate the
results of Partnership and record a noncontrolling interest in our consolidated balance sheets and statements of operations with respect
to the remaining economic interest in Partnership we do not hold.

We also consider for consolidation entities in which we have certain interests, where the controlling financial interest may be
achieved through arrangements that do not involve voting interests. Such an entity, known as a variable interest entity (“VIE”), is
required to be consolidated by its primary beneficiary. The primary beneficiary is the entity that possesses the power to direct the
activities of the VIE that most significantly impact its economic performance and has the obligation to absorb losses or the right to
receive benefits from the VIE that are significant to it. Our maximum exposure to loss resulting from involvement with VIEs is
attributable to accounts and notes receivable balances, investment balances, outstanding loan guarantees and future lease payments,
where applicable.

As our franchise and master franchise arrangements provide the franchise and master franchise entities the power to direct the
activities that most significantly impact their economic performance, we do not consider ourselves the primary beneficiary of any such
entity that might be a VIE.

Tim Hortons has historically entered into certain arrangements in which an operator acquires the right to operate a restaurant,
but Tim Hortons owns the restaurant’s assets. In these arrangements, Tim Hortons has the ability to determine which operators

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manage the restaurants and for what duration. We perform an analysis to determine if the legal entity in which operations are
conducted is a VIE and consolidate a VIE entity if we also determine Tim Hortons is the entity’s primary beneficiary (“Restaurant
VIEs”). As of December 31, 2021 and 2020, we determined that we are the primary beneficiary of 46 and 38 Restaurant VIEs,
respectively, and accordingly, have consolidated the results of operations, assets and liabilities, and cash flows of these Restaurant
VIEs in our Financial Statements.

Assets and liabilities related to consolidated VIEs are not significant to our total consolidated assets and liabilities. Liabilities
recognized as a result of consolidating these VIEs do not necessarily represent additional claims on our general assets; rather, they
represent claims against the specific assets of the consolidated VIEs. Conversely, assets recognized as a result of consolidating these
VIEs do not represent additional assets that could be used to satisfy claims by our creditors as they are not legally included within our
general assets.

Reclassifications

Certain prior year amounts in the accompanying consolidated financial statements and notes to the consolidated financial
statements have been reclassified in order to be comparable with the current year classifications. These consist of the 2020 and 2019
reclassification of advertising fund contributions from Franchise and property revenues to Advertising revenues and advertising fund
expenses from Selling, general and administrative expenses to Advertising expenses, with General and administrative expenses now
presented separately. Depreciation and amortization expenses related to the advertising funds for 2020 and 2019 have also been
reclassified from Franchise and property expenses to Advertising expenses. These reclassifications did not arise as a result of any
changes to accounting policies and relate entirely to presentation with no effect on previously reported net income.

Foreign Currency Translation and Transaction Gains and Losses

Our functional currency is the U.S. dollar, since our term loans and senior secured notes are denominated in U.S. dollars, and
the principal market for our common shares is the U.S. The functional currency of each of our operating subsidiaries is generally the
currency of the economic environment in which the subsidiary primarily does business. Our foreign subsidiaries’ financial statements
are translated into U.S. dollars using the foreign exchange rates applicable to the dates of the financial statements. Assets and
liabilities are translated using the end-of-period spot foreign exchange rates. Income, expenses and cash flows are translated at the
average foreign exchange rates for each period. Equity accounts are translated at historical foreign exchange rates. The effects of these
translation adjustments are reported as a component of accumulated other comprehensive income (loss) (“AOCI”) in the consolidated
statements of shareholders’ equity.

For any transaction that is denominated in a currency different from the entity’s functional currency, we record a gain or loss
based on the difference between the foreign exchange rate at the transaction date and the foreign exchange rate at the transaction
settlement date (or rate at period end, if unsettled) which is included within other operating expenses (income), net in the consolidated
statements of operations.

Cash and Cash Equivalents

All highly liquid investments with original maturities of three months or less and credit card receivables are considered cash
equivalents.

Inventories

Inventories are carried at the lower of cost or net realizable value and consist primarily of raw materials such as green coffee
beans and finished goods such as new equipment, parts, paper supplies and restaurant food items. The moving average method is used
to determine the cost of raw materials and finished goods inventories held for sale to Tim Hortons franchisees.

Property and Equipment, net

We record property and equipment at historical cost less accumulated depreciation and amortization, which is recognized using
the straight-line method over the following estimated useful lives: (i) buildings and improvements – up to 40 years; (ii) restaurant
equipment – up to 17 years; (iii) furniture, fixtures and other – up to 10 years; and (iv) manufacturing equipment – up to 25 years.
Leasehold improvements to properties where we are the lessee are amortized over the lesser of the remaining term of the lease or the
estimated useful life of the improvement.

Major improvements are capitalized, while maintenance and repairs are expensed when incurred.

Leases

In all leases, whether we are the lessor or lessee, we define lease term as the noncancellable term of the lease plus any renewals
covered by renewal options that are reasonably certain of exercise based on our assessment of the economic factors relevant to the

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lessee. The noncancellable term of the lease commences on the date the lessor makes the underlying property in the lease available to
the lessee, irrespective of when lease payments begin under the contract.

Lessor Accounting

We recognize lease payments for operating leases as property revenue on a straight-line basis over the lease term, and property
revenue is presented net of any related sales tax. Lease incentive payments we make to lessees are amortized as a reduction in property
revenue over the lease term. We account for reimbursements of maintenance and property tax costs paid to us by lessees as property
revenue.

We also have net investments in properties leased to franchisees, which meet the criteria of sales-type leases or met the criteria
of direct financing leases under the previous accounting guidance. Investments in sales-type leases and direct financing leases are
recorded on a net basis. Profit or loss on sales-type leases is recognized at lease commencement and recorded in other operating
expenses (income), net. Unearned income on direct financing leases is deferred, included in the net investment in the lease, and
recognized over the lease term yielding a constant periodic rate of return on the net investment in the lease.

We recognize variable lease payment income in the period when changes in facts and circumstances on which the variable lease
payments are based occur.

Lessee Accounting

In leases where we are the lessee, we recognize a right-of-use (“ROU”) asset and lease liability at lease commencement, which
are measured by discounting lease payments using our incremental borrowing rate as the discount rate. We determine the incremental
borrowing rate applicable to each lease by reference to our outstanding secured borrowings and implied spreads over the risk-free
discount rates that correspond to the term of each lease, as adjusted for the currency of the lease. Subsequent amortization of the ROU
asset and accretion of the lease liability for an operating lease is recognized as a single lease cost, on a straight-line basis, over the
lease term. Reductions of the ROU asset and the change in the lease liability are included in changes in Other long-term assets and
liabilities in the Consolidated Statement of Cash Flows.

A finance lease ROU asset is depreciated on a straight-line basis over the lesser of the useful life of the leased asset or lease
term. Interest on each finance lease liability is determined as the amount that results in a constant periodic discount rate on the
remaining balance of the liability. Operating lease and finance lease ROU assets are assessed for impairment in accordance with our
long-lived asset impairment policy.

We reassess lease classification and remeasure ROU assets and lease liabilities when a lease is modified and that modification is
not accounted for as a separate contract or upon certain other events that require reassessment. Maintenance and property tax expenses
are accounted for on an accrual basis as variable lease cost.

We recognize variable lease cost in the period when changes in facts and circumstances on which the variable lease payments
are based occur.

Goodwill and Intangible Assets Not Subject to Amortization

Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed in connection
with the acquisition of Firehouse Subs in 2021, the acquisition of Popeyes in 2017, the acquisition of Tim Hortons in 2014 and the
acquisition of Burger King Holdings, Inc. by 3G Capital Partners Ltd. in 2010. Our indefinite-lived intangible assets consist of the Tim
Hortons brand, the Burger King brand, the Popeyes brand and the Firehouse Subs brand (each a “Brand” and together, the “Brands”).
Goodwill and the Brands are tested for impairment at least annually as of October 1 of each year and more often if an event occurs or
circumstances change which indicate impairment might exist. Our annual impairment tests of goodwill and the Brands may be
completed through qualitative assessments. We may elect to bypass the qualitative assessment and proceed directly to a quantitative
impairment test for any reporting unit or Brand in any period. We can resume the qualitative assessment for any reporting unit or
Brand in any subsequent period.

Under a qualitative approach, our impairment review for goodwill consists of an assessment of whether it is more-likely-than-not
that a reporting unit’s fair value is less than its carrying amount. If we elect to bypass the qualitative assessment for any reporting unit,
or if a qualitative assessment indicates it is more-likely-than-not that the estimated carrying value of a reporting unit exceeds its fair
value, we perform a quantitative goodwill impairment test that requires us to estimate the fair value of the reporting unit. If the fair
value of the reporting unit is less than its carrying amount, we will measure any goodwill impairment loss as the amount by which the
carrying amount of a reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit.

Under a qualitative approach, our impairment review for the Brands consists of an assessment of whether it is more-likely-than-
not that a Brand’s fair value is less than its carrying amount. If we elect to bypass the qualitative assessment for a Brand, or if a
qualitative assessment indicates it is more-likely-than-not that the estimated carrying value of a Brand exceeds its fair value, we

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estimate the fair value of the Brand and compare it to its carrying amount. If the carrying amount exceeds fair value, an impairment
loss is recognized in an amount equal to that excess.

We completed our impairment tests for goodwill and the Brands as of October 1, 2021, 2020 and 2019 and no impairment
resulted.

Long-Lived Assets

Long-lived assets, such as property and equipment, intangible assets subject to amortization and lease right-of-use assets, are
tested for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset or asset group may
not be recoverable. Some of the events or changes in circumstances that would trigger an impairment review include, but are not
limited to, bankruptcy proceedings or other significant financial distress of a lessee; significant negative industry or economic trends;
knowledge of transactions involving the sale of similar property at amounts below the carrying value; or our expectation to dispose of
long-lived assets before the end of their estimated useful lives. The impairment test for long-lived assets requires us to assess the
recoverability of long-lived assets by comparing their net carrying value to the sum of undiscounted estimated future cash flows
directly associated with and arising from use and eventual disposition of the assets or asset group. Long-lived assets are grouped for
recognition and measurement of impairment at the lowest level for which identifiable cash flows are largely independent of the cash
flows of other assets. If the net carrying value of a group of long-lived assets exceeds the sum of related undiscounted estimated future
cash flows, we record an impairment charge equal to the excess, if any, of the net carrying value over fair value.

Other Comprehensive Income (Loss)

Other comprehensive income (loss) (“OCI”) refers to revenues, expenses, gains and losses that are included in comprehensive
income (loss), but are excluded from net income (loss) as these amounts are recorded directly as an adjustment to shareholders’ equity,
net of tax. Our other comprehensive income (loss) is primarily comprised of unrealized gains and losses on foreign currency
translation adjustments and unrealized gains and losses on hedging activity, net of tax.

Derivative Financial Instruments

We recognize and measure all derivative instruments as either assets or liabilities at fair value in the consolidated balance sheets.
We may enter into derivatives that are not designated as hedging instruments for accounting purposes, but which largely offset the
economic impact of certain transactions.

Gains or losses resulting from changes in the fair value of derivatives are recognized in earnings or recorded in other
comprehensive income (loss) and recognized in the consolidated statements of operations when the hedged item affects earnings,
depending on the purpose of the derivatives and whether they qualify for, and we have applied, hedge accounting treatment.

When applying hedge accounting, we designate at a derivative’s inception, the specific assets, liabilities or future commitments
being hedged, and assess the hedge’s effectiveness at inception and on an ongoing basis. We discontinue hedge accounting when:
(i) we determine that the cash flow derivative is no longer effective in offsetting changes in the cash flows of a hedged item; (ii) the
derivative expires or is sold, terminated or exercised; (iii) it is no longer probable that the forecasted transaction will occur; or
(iv) management determines that designation of the derivatives as a hedge instrument is no longer appropriate. We do not enter into or
hold derivatives for speculative purposes.

Disclosures about Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants in the principal market, or if none exists, the most advantageous market, for the specific asset or liability
at the measurement date (the exit price). The fair value is based on assumptions that market participants would use when pricing the
asset or liability. The fair values are assigned a level within the fair value hierarchy, depending on the source of the inputs into the
calculation, as follows:

Level 1 Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or
indirectly.

Level 3 Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

The carrying amounts for cash and cash equivalents, accounts and notes receivable and accounts and drafts payable approximate
fair value based on the short-term nature of these amounts.

We carry all of our derivatives at fair value and value them using various pricing models or discounted cash flow analysis that
incorporate observable market parameters, such as interest rate yield curves and currency rates, which are Level 2 inputs. Derivative

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valuations incorporate credit risk adjustments that are necessary to reflect the probability of default by the counterparty or us. For
disclosures about the fair value measurements of our derivative instruments, see Note 12, Derivative Instruments.

The following table presents the fair value of our variable rate term debt and senior notes, estimated using inputs based on bid
and offer prices that are Level 2 inputs, and principal carrying amount (in millions):

As of December 31,
2021 2020
Fair value of our variable term debt and senior notes $ 12,851 $ 12,477
Principal carrying amount of our variable term debt and senior notes 12,943 12,453

The determinations of fair values of certain tangible and intangible assets for purposes of the application of the acquisition
method of accounting to the acquisition of Firehouse Subs were based on Level 3 inputs. The determination of fair values of our
reporting units and the determination of the fair value of the Brands for impairment testing using a quantitative approach during 2020
and 2019 were based upon Level 3 inputs.

Revenue Recognition

Sales

Sales consist primarily of supply chain sales, which represent sales of products, supplies and restaurant equipment to franchisees,
as well as sales to retailers and are presented net of any related sales tax. Orders placed by customers specify the goods to be delivered
and transaction prices for supply chain sales. Revenue is recognized upon transfer of control over ordered items, generally upon
delivery to the customer, which is when the customer obtains physical possession of the goods, legal title is transferred, the customer
has all risks and rewards of ownership and an obligation to pay for the goods is created. Shipping and handling costs associated with
outbound freight for supply chain sales are accounted for as fulfillment costs and classified as cost of sales.

To a much lesser extent, sales also include Company restaurant sales (including Restaurant VIEs), which consist of sales to
restaurant guests. Revenue from Company restaurant sales is recognized at the point of sale. Taxes assessed by a governmental
authority that we collect are excluded from revenue.

Franchise revenues and advertising revenues

Franchise revenues and advertising revenues consist primarily of royalties, advertising fund contributions, initial and renewal
franchise fees and upfront fees from development agreements and master franchise and development agreements (“MFDAs”). Under
franchise agreements, we provide franchisees with (i) a franchise license, which includes a license to use our intellectual property and,
in those markets where our subsidiaries manage an advertising fund, advertising and promotion management, (ii) pre-opening
services, such as training and inspections, and (iii) ongoing services, such as development of training materials and menu items and
restaurant monitoring and inspections. The services we provide under franchise agreements are highly interrelated and dependent upon
the franchise license and we concluded the services do not represent individually distinct performance obligations. Consequently, we
bundle the franchise license performance obligation and promises to provide services into a single performance obligation, which we
satisfy by providing a right to use our intellectual property over the term of each franchise agreement.

Royalties, including franchisee contributions to advertising funds managed by our subsidiaries, are calculated as a percentage of
franchise restaurant sales over the term of the franchise agreement. Under our franchise agreements, advertising contributions received
from franchisees must be spent on advertising, product development, marketing and related activities. Initial and renewal franchise
fees are payable by the franchisee upon a new restaurant opening or renewal of an existing franchise agreement. Our franchise
agreement royalties, inclusive of advertising fund contributions, represent sales-based royalties that are related entirely to our
performance obligation under the franchise agreement and are recognized as franchise sales occur. We separately classify advertising
fund contributions in Advertising revenues while all other franchise revenues are classified in Franchise and property revenues.
Additionally, initial and renewal franchise fees are recognized as revenue on a straight-line basis over the term of the respective
agreement. Our performance obligation under development agreements other than MFDAs generally consists of an obligation to grant
exclusive development rights over a stated term. These development rights are not distinct from franchise agreements, so upfront fees
paid by franchisees for exclusive development rights are deferred and apportioned to each franchise restaurant opened by the
franchisee. The pro rata amount apportioned to each restaurant is accounted for as an initial franchise fee.

We have a distinct performance obligation under our MFDAs to grant subfranchising rights over a stated term. Under the terms
of MFDAs, we typically either receive an upfront fee paid in cash and/or receive noncash consideration in the form of an equity
interest in the master franchisee or an affiliate of the master franchisee. We account for noncash consideration as investments in the
applicable equity method investee and recognize revenue in an amount equal to the fair value of the equity interest received. Upfront
fees from master franchisees, including the fair value of noncash consideration, are deferred and amortized over the MFDA term on a

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straight-line basis. We may recognize unamortized upfront fees when a contract with a franchisee or master franchisee is modified and
is accounted for as a termination of the existing contract.

The portion of gift cards sold to customers which are never redeemed is commonly referred to as gift card breakage. We
recognize gift card breakage income proportionately as each gift card is redeemed using an estimated breakage rate based on our
historical experience.

Property revenues

Property revenues consists of rental income from properties we lease or sublease to franchisees. Property revenues are
accounted for in accordance with applicable accounting guidance for leases and are excluded from the scope of revenue recognition
guidance.

Advertising and Promotional Costs

Company restaurants and franchise restaurants contribute to advertising funds that our subsidiaries manage in the United States
and Canada and certain other international markets. The advertising funds expense the production costs of advertising when the
advertisements are first aired or displayed. All other advertising and promotional costs are expensed in the period incurred. Under our
franchise agreements, advertising contributions received from franchisees must be spent on advertising, product development,
marketing and related activities. The advertising contributions by Company restaurants (including Restaurant VIEs) are eliminated in
consolidation.

Deferred Financing Costs

Deferred financing costs are amortized over the term of the related debt agreement into interest expense using the effective
interest method.

Income Taxes

Amounts in the Financial Statements related to income taxes are calculated using the principles of ASC Topic 740, Income
Taxes. Under these principles, deferred tax assets and liabilities reflect the impact of temporary differences between the amounts of
assets and liabilities recognized for financial reporting purposes and the amounts recognized for tax purposes, as well as tax credit
carry-forwards and loss carry-forwards. These deferred taxes are measured by applying currently enacted tax rates. A deferred tax
asset is recognized when it is considered more-likely-than-not to be realized. The effects of changes in tax rates on deferred tax assets
and liabilities are recognized in income in the year in which the law is enacted. A valuation allowance reduces deferred tax assets
when it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized.

We recognize positions taken or expected to be taken in a tax return in the Financial Statements when it is more-likely-than-not
(i.e., a likelihood of more than 50%) that the position would be sustained upon examination by tax authorities. A recognized tax
position is then measured at the largest amount of benefit with greater than 50% likelihood of being realized upon ultimate settlement.

Translation gains and losses resulting from the remeasurement of foreign deferred tax assets or liabilities denominated in a
currency other than the functional currency are classified as other operating expenses (income), net in the consolidated statements of
operations.

Share-based Compensation

Compensation expense related to the issuance of share-based awards to our employees is measured at fair value on the grant
date. We use the Black-Scholes option pricing model to value stock options. The fair value of restricted stock units is based on the
closing price of our stock at the award date. If applicable, our total shareholder return relative to our peer group is incorporated into
the underlying assumptions using a Monte Carlo simulation valuation model to calculate grant date fair value for performance based
awards with a market condition. The compensation expense for awards that vest over a future service period is recognized over the
requisite service period on a straight-line basis, adjusted for estimated forfeitures of awards that are not expected to vest. We use
historical data to estimate forfeitures for share-based awards. Upon the end of the service period, compensation expense is adjusted to
account for the actual forfeiture rate. The compensation expense for awards that contain performance conditions is recognized when it
is probable that the performance conditions will be achieved.

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New Accounting Pronouncements

Simplifying the Accounting for Income Taxes – In December 2019, the FASB issued guidance which simplifies the accounting
for income taxes by removing certain exceptions and by clarifying and amending existing guidance applicable to accounting for
income taxes. The amendment is effective commencing in 2021 with early adoption permitted. The adoption of this new guidance in
2021 did not have a material impact on our Financial Statements.

Accounting Relief for the Transition Away from LIBOR and Certain other Reference Rates – In March 2020 and as clarified in
January 2021, the FASB issued guidance which provides optional expedients and exceptions for applying U.S. GAAP to contracts,
hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of
reference rate reform. This amendment is effective as of March 12, 2020 through December 31, 2022. The expedients and exceptions
provided by this new guidance do not apply to contract modifications made and hedging relationships entered into or evaluated after
December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional
expedients for and that are retained through the end of the hedging relationships. During the third quarter of 2021, we adopted certain
of the expedients as it relates to hedge accounting as certain of our debt agreements and hedging relationships bear interest at variable
rates, primarily U.S. dollar LIBOR. The adoption of and future elections under this new guidance did not and are not expected to have
a material impact on our Financial Statements. We will continue to monitor the discontinuance of LIBOR on our debt agreements and
hedging relationships.

Lessors—Certain Leases with Variable Lease Payments – In July 2021, the FASB issued guidance that requires lessors to
classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if
(a) the lease would have been classified as a sales-type lease or a direct financing lease in accordance with lease classification criteria
and (b) the lessor would have otherwise recognized a day-one loss. This amendment is effective in 2022 with early adoption permitted.
This guidance may be applied either retrospectively to leases that commenced or were modified on or after the adoption of lease
guidance we adopted in 2019 or prospectively to leases that commence or are modified on or after the date that this new guidance is
applied. We do not expect that the adoption of this new guidance will have a material impact on our Financial Statements.

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers-– In October 2021, the FASB issued
guidance which requires contract assets and contract liabilities (i.e., unearned revenue) acquired in a business combination to be
recognized and measured in accordance with revenue from contracts with customers guidance. Currently, we recognize contract assets
and contract liabilities at the acquisition date based on fair value estimates, which historically has resulted in a reduction to unearned
revenue on the balance sheet, and therefore, a reduction to revenues that would have otherwise been recorded as an independent entity.
This guidance is effective for interim and annual periods beginning after December 15, 2022 on a prospective basis, with early
adoption permitted. During the fourth quarter of 2021, we adopted this guidance which did not have a material impact on our Financial
Statements.

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Note 3. Firehouse Acquisition

On December 15, 2021, we completed the acquisition of Firehouse Subs (the “Firehouse Acquisition”) which complements
RBI's existing portfolio. Like RBI's other brands, the Firehouse Subs brand is managed independently, while benefiting from the
global scale and resources of RBI. The Firehouse Acquisition was accounted for as a business combination using the acquisition
method of accounting.

Total consideration in connection with the Firehouse Acquisition was $1,033 million, subject to post-closing adjustments. The
consideration was funded through cash on hand and $533 million of incremental borrowings under our Term Loan Facility - See Note
9, Long-Term Debt.

Fees and expenses related to the Firehouse Acquisition and related financings (“FHS Transaction costs”) totaled $18 million,
consisting primarily of professional fees and compensation related expenses which are classified as general and administrative
expenses in the accompanying consolidated statements of operations.

The preliminary allocation of consideration to the net tangible and intangible assets acquired is presented in the table below (in
millions):

December 15, 2021

Total current assets $ 21
Property and equipment 4
Firehouse Subs brand 768
Total liabilities (13)
Total identifiable net assets 780
Goodwill 253
Total consideration $ 1,033

The purchase price allocation reflects preliminary fair value estimates based on management's analysis, including preliminary
work performed by third-party valuation specialists. We will continue to obtain information to assist in determining the fair value of
net assets acquired during the measurement period.

The Firehouse Subs brand has been assigned an indefinite life and, therefore, will not be amortized, but rather tested annually
for impairment. Goodwill attributable to the Firehouse Acquisition will be amortized and deductible for tax purposes. Goodwill is
considered to represent the value associated with the workforce and synergies anticipated to be realized as a combined company. We
have not yet allocated goodwill related to the Firehouse Acquisition to reporting units for goodwill impairment testing purposes.
Goodwill will be allocated to reporting units when the purchase price allocation is finalized during the measurement period.

The results of operations of Firehouse Subs have been included in our consolidated financial statements from the acquisition
date of December 15, 2021 through December 26, 2021, the fiscal year end for FHS. The Firehouse Acquisition is not material to our
consolidated financial statements, and therefore, supplemental pro forma financial information related to the acquisition is not
included herein.

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Note 4. Earnings per Share

An economic interest in Partnership common equity is held by the holders of Class B exchangeable limited partnership units
(the “Partnership exchangeable units”), which is reflected as a noncontrolling interest in our equity. See Note 13, Shareholders’
Equity.

Basic and diluted earnings per share is computed using the weighted average number of shares outstanding for the period. We
apply the treasury stock method to determine the dilutive weighted average common shares represented by outstanding equity awards,
unless the effect of their inclusion is anti-dilutive. The diluted earnings per share calculation assumes conversion of 100% of the
Partnership exchangeable units under the “if converted” method. Accordingly, the numerator is also adjusted to include the earnings
allocated to the holders of noncontrolling interests.

The following table summarizes the basic and diluted earnings per share calculations (in millions, except per share amounts):
2021 2020 2019
Numerator:
Net income attributable to common shareholders - basic $ 838 $ 486 $ 643
Add: Net income attributable to noncontrolling interests 411 262 466
Net income available to common shareholders and noncontrolling interests - diluted $ 1,249 $ 748 $ 1,109

Denominator:
Weighted average common shares - basic 310 302 268
Exchange of noncontrolling interests for common shares (Note 12) 151 162 194
Effect of other dilutive securities 3 4 7
Weighted average common shares - diluted 464 468 469

Basic earnings per share (a) $ 2.71 $ 1.61 $ 2.40

Diluted earnings per share (a) $ 2.69 $ 1.60 $ 2.37
Anti-dilutive securities outstanding 3 6 3

(a) Earnings per share may not recalculate exactly as it is calculated based on unrounded numbers.

Note 5. Property and Equipment, net

Property and equipment, net, consist of the following (in millions):

As of December 31,
2021 2020
Land $ 1,011 $ 1,007
Buildings and improvements 1,200 1,192
Restaurant equipment 193 163
Furniture, fixtures, and other 257 242
Finance leases 323 289
Construction in progress 30 17
3,014 2,910
Accumulated depreciation and amortization (979) (879)
Property and equipment, net $ 2,035 $ 2,031

Depreciation and amortization expense on property and equipment totaled $148 million for 2021, $140 million for 2020 and
$136 million for 2019.

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Included in our property and equipment, net at December 31, 2021 and 2020 are $246 million and $238 million, respectively, of
assets leased under finance leases (mostly buildings and improvements), net of accumulated depreciation and amortization of $77
million and $51 million, respectively.

Note 6. Intangible Assets, net and Goodwill

Intangible assets, net and goodwill consist of the following (in millions):

As of December 31,
2021 2020
Accumulated Accumulated
Gross Amortization Net Gross Amortization Net
Identifiable assets subject to amortization:
Franchise agreements $ 722 $ (290) $ 432 $ 735 $ (264) $ 471
Favorable leases 104 (63) 41 117 (66) 51
Subtotal 826 (353) 473 852 (330) 522
Indefinite-lived intangible assets:
Tim Hortons brand $ 6,695 $ — $ 6,695 $ 6,650 $ — $ 6,650
Burger King brand 2,126 — 2,126 2,174 — 2,174
Popeyes brand 1,355 — 1,355 1,355 — 1,355
Firehouse Subs brand 768 — 768 — — —
Subtotal 10,944 — 10,944 10,179 — 10,179
Intangible assets, net $ 11,417 $ 10,701

Goodwill
Tim Hortons segment $ 4,306 $ 4,279
Burger King segment 601 614
Popeyes segment 846 846
Firehouse segment 253 —
Total $ 6,006 $ 5,739

Amortization expense on intangible assets totaled $41 million for 2021, $43 million for 2020, and $44 million for 2019. The
change in the brands and goodwill balances during 2021 was due to the acquisition of Firehouse Subs and the impact of foreign
currency translation.

As of December 31, 2021, the estimated future amortization expense on identifiable assets subject to amortization is as follows
(in millions):

Twelve-months ended December 31, Amount

2022 $ 39
2023 37
2024 36
2025 34
2026 34
Thereafter 293
Total $ 473

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Note 7. Equity Method Investments

The aggregate carrying amount of our equity method investments was $194 million and $205 million as of December 31, 2021
and 2020, respectively, and is included as a component of Other assets, net in our consolidated balance sheets.

Except for the following equity method investments, no quoted market prices are available for our other equity method
investments. The aggregate market value of our 15.5% equity interest in Carrols Restaurant Group, Inc. (“Carrols”) based on the
quoted market price on December 31, 2021 is approximately $28 million. The aggregate market value of our 9.4% equity interest in
BK Brasil Operação e Assessoria a Restaurantes S.A. based on the quoted market price on December 31, 2021 is approximately $28
million. We have evaluated recent declines in the market value of these equity method investments and concluded they are not other
than temporary and as such no impairments have been recognized during 2021.

We have equity interests in entities that own or franchise Tim Hortons or Burger King restaurants. Franchise and property
revenue recognized from franchisees that are owned or franchised by entities in which we have an equity interest consist of the
following (in millions):

2021 2020 2019

Revenues from affiliates:
Royalties $ 350 $ 239 $ 290
Advertising revenues 67 50 55
Property revenues 32 32 33
Franchise fees and other revenue 21 14 10
Total $ 470 $ 335 $ 388

At December 31, 2021 and 2020, we had $48 million and $52 million, respectively, of accounts receivable, net from our equity
method investments which were recorded in accounts and notes receivable, net in our consolidated balance sheets.

With respect to our TH business, the most significant equity method investment is our 50.0% joint venture interest with The
Wendy’s Company (the “TIMWEN Partnership”), which jointly holds real estate underlying Canadian combination restaurants.
Distributions received from this joint venture were $16 million, $8 million and $13 million during 2021, 2020 and 2019, respectively.

We recognized rent expense associated with the TIMWEN Partnership of $18 million, $15 million, and $19 million during
2021, 2020 and 2019, respectively.

(Income) loss from equity method investments reflects our share of investee net income or loss, non-cash dilution gains or losses
from changes in our ownership interests in equity method investees and basis difference amortization. We recorded increases to the
carrying value of our equity method investment balances and non-cash dilution gains in the amounts of $11 million during 2019. No
non-cash dilution gains were recorded during 2021 and 2020. The dilution gains resulted from the issuance of capital stock by our
equity method investees, which reduced our ownership interests in these equity method investments. The dilution gains we recorded in
connection with the issuance of capital stock reflect adjustments to the differences between the amount of underlying equity in the net
assets of equity method investees before and after their issuance of capital stock.

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Note 8. Other Accrued Liabilities and Other Liabilities

Other accrued liabilities (current) and other liabilities, net (non-current) consist of the following (in millions):

As of December 31,
2021 2020
Current:
Dividend payable $ 241 $ 239
Interest payable 63 66
Accrued compensation and benefits 99 78
Taxes payable 106 122
Deferred income 48 42
Accrued advertising expenses 43 59
Restructuring and other provisions 90 12
Current portion of operating lease liabilities 140 137
Other 117 80
Other accrued liabilities $ 947 $ 835
Non-current:
Taxes payable $ 533 $ 626
Contract liabilities (see Note 15) 531 528
Derivatives liabilities 575 865
Unfavorable leases 65 81
Accrued pension 47 70
Deferred income 37 28
Other 34 38
Other liabilities, net $ 1,822 $ 2,236

Note 9. Long-Term Debt

Long-term debt consist of the following (in millions):

As of December 31,
2021 2020
Term Loan B $ 5,243 $ 5,297
Term Loan A 1,250 731
4.25% First Lien Senior Notes due 2024 — 775
3.875% First Lien Senior Notes due 2028 1,550 750
5.75% First Lien Senior Notes due 2025 500 500
3.50% First Lien Senior Notes due 2029 750 750
4.375% Second Lien Senior Notes due 2028 750 750
4.00% Second Lien Senior Notes due 2030 2,900 2,900
TH Facility and other 173 178
Less: unamortized deferred financing costs and deferred issuance discount (138) (155)
Total debt, net 12,978 12,476
Less: current maturities of debt (62) (79)
Total long-term debt $ 12,916 $ 12,397

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Credit Facilities

On December 13, 2021, two of our subsidiaries (the “Borrowers”) entered into a fifth incremental facility amendment and a
sixth amendment (the “2021 Amendment”) to the credit agreement governing our senior secured term loan A facility (the “Term Loan
A”), our senior secured term loan B facility (the “Term Loan B” and together with the Term Loan A the “Term Loan Facilities”) and
our $1,000 million senior secured revolving credit facility (including revolving loans, swingline loans and letters of credit) (the
“Revolving Credit Facility” and together with the Term Loan Facilities, the “Credit Facilities”). The 2021 Amendment increased the
existing Term Loan A with $717 million outstanding to a $1,250 million Term Loan A and extended the maturity date of the Term
Loan A and Revolving Credit Facility from October 7, 2024 to December 13, 2026 (subject to earlier maturity in specified
circumstances). The security and guarantees under the Revolving Credit Facility and Term Loan A are the same as those under the
existing facilities. The proceeds from the increase in the Term Loan A were used with cash on hand to complete the Firehouse
Acquisition. In connection with the 2021 Amendment, we capitalized approximately $12 million in debt issuance costs.

The 2021 Amendment also amended the interest rate applicable to the Revolving Credit Facility and the Term Loan A to
incorporate SOFR. The interest rate applicable to the Term Loan A and Revolving Credit Facility is, at our option, either (a) a base
rate, subject to a floor of 1.00%, plus an applicable margin varying from 0.00% to 0.50%, or (b) Adjusted Term SOFR (Adjusted
Term SOFR is calculated as Term SOFR plus a 0.10% adjustment), subject to a floor of 0.00%, plus an applicable margin varying
between 0.75% and 1.50%, in each case, determined by reference to a net first lien leverage-based pricing grid. The commitment fee
on the unused portion of the Revolving Credit Facility is 0.15%. At December 31, 2021, the interest rate on the Term Loan A was
1.40%. The principal amount of the Term Loan A amortizes in quarterly installments equal to $8 million beginning March 31, 2023
until September 30, 2024 and thereafter in quarterly installments equal to $16 million until maturity, with the balance payable at
maturity. The 2021 Amendment includes amendments to certain negative covenants to provide increased flexibility. The 2021
Amendment made no other material changes to the terms of the Credit Agreement.

The maturity date of our Term Loan B is November 19, 2026 and the interest rate applicable to our Term Loan B is, at our
option, either (a) a base rate, subject to a floor of 1.00%, plus an applicable margin of 0.75%, or (b) a Eurocurrency rate, subject to a
floor of 0.00%, plus an applicable margin of 1.75%. At December 31, 2021, the interest rate on the Term Loan B was 1.85%. The
principal amount of the Term Loan B amortizes in quarterly installments equal to $13 million until maturity, with the balance payable
at maturity.

On April 2, 2020, the Borrowers entered into a fifth amendment (the “Fifth Amendment”) to the credit agreement (the “Credit
Agreement”) governing our Credit Facilities. The Fifth Amendment provides the Borrowers with the option to comply with a $1,000
million minimum liquidity covenant in lieu of the 6.50:1.00 net first lien senior secured leverage ratio financial maintenance covenant
for the period after June 30, 2020 and prior to September 30, 2021. Additionally, for the periods ending September 30, 2021 and
December 31, 2021, to determine compliance with the net first lien senior secured leverage ratio, we are permitted to annualize the
Adjusted EBITDA (as defined in the Credit Agreement) for the three months ending September 30, 2021 and six months ending
December 31, 2021, respectively, in lieu of calculating the ratio based on Adjusted EBITDA for the prior four quarters. There were no
other material changes to the terms of the Credit Agreement.

Revolving Credit Facility

As of December 31, 2021, we had no amounts outstanding under our Revolving Credit Facility. Funds available under the
Revolving Credit Facility may be used to repay other debt, finance debt or share repurchases, to fund acquisitions or capital
expenditures and for other general corporate purposes. We have a $125 million letter of credit sublimit as part of the Revolving Credit
Facility, which reduces our borrowing availability thereunder by the cumulative amount of outstanding letters of credit. The interest
rate applicable to amounts drawn under each letter of credit is 0.75% to 1.50%, depending on our net first lien leverage ratio. As of
December 31, 2021, we had $2 million of letters of credit issued against the Revolving Credit Facility, and our borrowing availability
was $998 million.

Obligations under the Credit Facilities are guaranteed on a senior secured basis, jointly and severally, by the direct parent
company of one of the Borrowers and substantially all of its Canadian and U.S. subsidiaries, including The TDL Group Corp., Burger
King Corporation, Popeyes Louisiana Kitchen, Inc., FRG, LLC and substantially all of their respective Canadian and U.S. subsidiaries
(the “Credit Guarantors”). Amounts borrowed under the Credit Facilities are secured on a first priority basis by a perfected security
interest in substantially all of the present and future property (subject to certain exceptions) of each Borrower and Credit Guarantor.

4.25% First Lien Senior Notes due 2024

During 2017, the Borrowers entered into an indenture (the “4.25% First Lien Senior Notes Indenture”) in connection with the
issuance of $1,500 million of 4.25% first lien senior notes due May 15, 2024 (the “4.25% First Lien Senior Notes due 2024”). No
principal payments were due until maturity and interest is paid semi-annually. The net proceeds from the offering of the 4.25% First
Lien Senior Notes due 2024, together with other sources of liquidity, were used to redeem all of the outstanding Class A 9.0%
cumulative compounding perpetual voting preferred shares and for other general corporate purposes. In connection with the issuance

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of the 4.25% First Lien Senior Notes due 2024, we capitalized approximately $13 million in debt issuance costs. As detailed below,
during 2020 we redeemed $725 million of the 4.25% First Lien Senior Notes due 2024 and during 2021 we redeemed the remaining
outstanding balance of $775 million.

3.875% First Lien Senior Notes due 2028

On September 24, 2019, the Borrowers entered into an indenture (the “3.875% First Lien Senior Notes Indenture”) in
connection with the issuance of $750 million of 3.875% first lien senior notes due January 15, 2028 (the “2019 3.875% Senior
Notes”). On July 6, 2021, the Borrowers issued an additional $800 million under the 3.875% First Lien Senior Notes Indenture (the
“Additional Notes” and together with the 2019 3.875% Senior Notes, the “3.875% First Lien Senior Notes due 2028”). No principal
payments are due until maturity and interest is paid semi-annually. The net proceeds from the offering of the 2019 3.875% Senior
Notes and a portion of the net proceeds from the Term Loan A were used to redeem the entire outstanding principal balance of $1,250
million of 4.625% first lien secured notes due January 15, 2022 and to pay related fees and expenses. In connection with the issuance
of the 2019 3.875% Senior Notes, we capitalized approximately $10 million in debt issuance costs. In connection with the redemption
of the entire outstanding principal balance of the 4.625% first lien secured notes due January 15, 2022, we recorded a loss on early
extinguishment of debt of $3 million that primarily reflects the write-off of related unamortized debt issuance costs. The Additional
Notes were priced at 100.250% of their face value. The net proceeds from the offering of the Additional Notes were used to redeem
the remaining $775 million principal amount outstanding of the 4.25% First Lien Senior Notes due 2024 on July 15, 2021, plus any
accrued and unpaid interest thereon, and pay related redemption premiums, fees and expenses. In connection with the issuance of the
Additional Notes, we capitalized approximately $7 million in debt issuance costs. In connection with the redemption of the remaining
$775 million principal amount outstanding of the 4.25% First Lien Senior Notes due 2024, we recorded a loss on early extinguishment
of debt of $11 million that primarily reflects the payment of redemption premiums and the write-off of unamortized debt issuance
costs.

Obligations under the 3.875% First Lien Senior Notes due 2028 are guaranteed on a senior secured basis, jointly and severally,
by the Borrowers and substantially all of the Borrower's Canadian and U.S. subsidiaries, including The TDL Group Corp., Burger
King Corporation, Popeyes Louisiana Kitchen, Inc., FRG, LLC and substantially all of their respective Canadian and U.S. subsidiaries
(the “Note Guarantors”). The 3.875% First Lien Senior Notes due 2028 are first lien senior secured obligations and rank equal in right
of payment with all of the existing and future first lien senior debt of the Borrowers and Note Guarantors, including borrowings and
guarantees under our Credit Facilities.

The 3.875% First Lien Senior Notes due 2028 may be redeemed in whole or in part, on or after September 15, 2022, at the
redemption prices set forth in the 3.875% First Lien Senior Notes Indenture, plus accrued and unpaid interest, if any, at the date of
redemption. The 3.875% First Lien Senior Notes Indenture also contains optional redemption provisions related to tender offers,
change of control and equity offerings, among others.

5.75% First Lien Senior Notes due 2025

On April 7, 2020, the Borrowers entered into an indenture (the “5.75% First Lien Senior Notes Indenture”) in connection with
the issuance of $500 million of 5.75% first lien notes due April 15, 2025 (the “5.75% First Lien Senior Notes due 2025”). No principal
payments are due until maturity and interest is paid semi-annually. The net proceeds from the offering of the 5.75% First Lien Senior
Notes due 2025 were used for general corporate purposes. In connection with the issuance of the 5.75% First Lien Senior Notes due
2025, we capitalized approximately $10 million in debt issuance costs.

Obligations under the 5.75% First Lien Senior Notes due 2025 are guaranteed on a senior secured basis, jointly and severally, by
the Note Guarantors. The 5.75% First Lien Senior Notes due 2025 are first lien senior secured obligations and rank equal in right of
payment with all of the existing and future first lien senior debt of the Borrowers and Note Guarantors, including borrowings and
guarantees of the Credit Facilities.

Our 5.75% First Lien Senior Notes due 2025 may be redeemed in whole or in part, on or after April 15, 2022 at the redemption
prices set forth in the 5.75% First Lien Senior Notes Indenture, plus accrued and unpaid interest, if any, at the date of redemption. The
5.75% First Lien Senior Notes Indenture also contains optional redemption provisions related to tender offers, change of control and
equity offerings, among others.

3.50% First Lien Senior Notes due 2029

On November 9, 2020, the Borrowers entered into an indenture (the “3.50% First Lien Senior Notes Indenture”) in connection
with the issuance of $750 million of 3.50% first lien notes due February 15, 2029 (the “3.50% First Lien Senior Notes due 2029”). No
principal payments are due until maturity and interest is paid semi-annually. The proceeds from the offering of the 3.50% First Lien
Senior Notes due 2029, together with cash on hand, were used to redeem $725 million of the 4.25% First Lien Senior Notes due 2024
and pay related redemption premiums, fees and expenses. In connection with the issuance of the 3.50% First Lien Senior Notes due
2029, we capitalized approximately $7 million in debt issuance costs. In connection with the redemption of the 4.25% First Lien

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Senior Notes due 2024, we recorded a loss on early extinguishment of debt of $19 million that primarily reflects the payment of
premiums to redeem the notes and the write-off of unamortized debt issuance costs.

Obligations under the 3.50% First Lien Senior Notes due 2029 are guaranteed on a senior secured basis, jointly and severally, by
the Note Guarantors. The 3.50% First Lien Senior Notes due 2029 are first lien senior secured obligations and rank equal in right of
payment with all of the existing and future first lien senior debt of the Borrowers and Note Guarantors, including borrowings and
guarantees of the Credit Facilities.

Our 3.50% First Lien Senior Notes due 2029 may be redeemed in whole or in part, on or after February 15, 2024 at the
redemption prices set forth in the 3.50% First Lien Senior Notes Indenture, plus accrued and unpaid interest, if any, at the date of
redemption. The 3.50% First Lien Senior Notes Indenture also contains optional redemption provisions related to tender offers, change
of control and equity offerings, among others.

4.375% Second Lien Senior Notes due 2028

On November 19, 2019, the Borrowers entered into an indenture (the “4.375% Second Lien Senior Notes Indenture”) in
connection with the issuance of $750 million of 4.375% second lien senior notes due January 15, 2028 (the “4.375% Second Lien
Senior Notes due 2028”). No principal payments are due until maturity and interest is paid semi-annually. The net proceeds from the
offering of the 4.375% Second Lien Senior Notes due 2028, together with cash on hand, were used to repay $720 million of the Term
Loan B outstanding aggregate principal balance and to pay related fees and expenses in connection with the fourth amendment to our
credit agreement. In connection with the issuance of the 4.375% Second Lien Senior Notes due 2028, we capitalized approximately $6
million in debt issuance costs.

Obligations under the 4.375% Second Lien Senior Notes due 2028 are guaranteed on a second priority senior secured basis,
jointly and severally, by the Note Guarantors. The 4.375% Second Lien Senior Notes due 2028 are second lien senior secured
obligations and rank equal in right of payment with all of the existing and future senior debt of the Borrowers and Note Guarantors,
including borrowings and guarantees of the Credit Facilities, and effectively subordinated to all of the existing and future first lien
senior debt of the Borrowers and Note Guarantors.

Our 4.375% Second Lien Senior Notes due 2028 may be redeemed in whole or in part, on or after November 15, 2022 at the
redemption prices set forth in the 4.375% Second Lien Senior Notes Indenture, plus accrued and unpaid interest, if any, at the date of
redemption. The 4.375% Second Lien Senior Notes Indenture also contains redemption provisions related to tender offers, change of
control and equity offerings, among others.

4.00% Second Lien Senior Notes due 2030

During 2020, the Borrowers entered into an indenture (the “4.00% Second Lien Senior Notes Indenture”) in connection with the
issuance of $2,900 million of 4.00% second lien notes due October 15, 2030 (the “4.00% Second Lien Senior Notes due 2030”). No
principal payments are due until maturity and interest is paid semi-annually. The proceeds from the offering of the 4.00% Second Lien
Senior Notes due 2030 were used to redeem the entire outstanding principal balance of $2,800 million of 5.00% second lien senior
notes due October 15, 2025 (the “5.00% Second Lien Senior Notes due 2025”), pay related redemption premiums, fees and expenses.
In connection with the issuance of the 4.00% Second Lien Senior Notes due 2030, we capitalized approximately $26 million in debt
issuance costs. In connection with the full redemption of the 5.00% Second Lien Senior Notes due 2025, we recorded a loss on early
extinguishment of debt of $79 million that primarily reflects the payment of premiums to redeem the notes and the write-off of
unamortized debt issuance costs.

Obligations under the 4.00% Second Lien Senior Notes due 2030 are guaranteed on a second priority senior secured basis,
jointly and severally, by the Note Guarantors. The 4.00% Second Lien Senior Notes due 2030 are second lien senior secured
obligations and rank equal in right of payment will all of the existing and future senior debt of the Borrowers and Note Guarantors and
effectively subordinated to all of the existing and future first lien senior debt of the Borrowers and Note Guarantors.

Our 4.00% Second Lien Senior Notes due 2030 may be redeemed in whole or in part, on or after October 15, 2025 at the
redemption prices set forth in the 4.00% Second Lien Senior Notes Indenture, plus accrued and unpaid interest, if any, at the date of
redemption. The 4.00% Second Lien Senior Notes Indenture also contains optional redemption provisions related to tender offers,
change of control and equity offerings, among others.

Restrictions and Covenants

Our Credit Facilities, as well as the 3.875% First Lien Senior Notes Indenture, 5.75% First Lien Senior Notes Indenture, 3.50%
First Lien Senior Notes Indenture, 4.375% Second Lien Senior Notes Indenture and 4.00% Second Lien Senior Notes Indenture (all
together the “Senior Notes Indentures”) contain a number of customary affirmative and negative covenants that, among other things,
limit or restrict our ability and the ability of certain of our subsidiaries to: incur additional indebtedness; incur liens; engage in
mergers, consolidations, liquidations and dissolutions; sell assets; pay dividends and make other payments in respect of capital stock;

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make investments, loans and advances; pay or modify the terms of certain indebtedness; and engage in certain transactions with
affiliates. In addition, under the Credit Facilities, the Borrowers are not permitted to exceed a first lien senior secured leverage ratio of
6.50 to 1.00 when, as of the end of any fiscal quarter beginning with the first fiscal quarter of 2020, (1) any amounts are outstanding
under the Term Loan A and/or (2) the sum of (i) the amount of letters of credit outstanding exceeding $50 million (other than those
that are cash collateralized); (ii) outstanding amounts under the Revolving Credit Facility and (iii) outstanding amounts of swing line
loans, exceeds 30.0% of the commitments under the Revolving Credit Facility. The Fifth Amendment provides that for periods ended
September 30, 2021 and December 31, 2021, to determine compliance with the net first lien senior secured leverage ratio, we are
permitted to annualize the Adjusted EBITDA (as defined in the Credit Agreement) for the three months ended September 30, 2021
and six months ended December 31, 2021, respectively, in lieu of calculating the ratio based on Adjusted EBITDA for the prior four
quarters.

The restrictions under the Credit Facilities and the Senior Notes Indentures have resulted in substantially all of our consolidated
assets being restricted.

As of December 31, 2021, we were in compliance with applicable financial debt covenants under the Credit Facilities and the
Senior Notes Indentures and there were no limitations on our ability to draw on the remaining availability under our Revolving Credit
Facility.

TH Facility

One of our subsidiaries entered into a non-revolving delayed drawdown term credit facility in a total aggregate principal amount
of C$225 million with a maturity date of October 4, 2025 (the “TH Facility”). The interest rate applicable to the TH Facility is the
Canadian Bankers’ Acceptance rate plus an applicable margin equal to 1.40% or the Prime Rate plus an applicable margin equal to
0.40%, at our option. Obligations under the TH Facility are guaranteed by four of our subsidiaries, and amounts borrowed under the
TH Facility are secured by certain parcels of real estate. As of December 31, 2021, we had outstanding C$214 million under the TH
Facility with a weighted average interest rate of 1.85%.

RE Facility

One of our subsidiaries entered into a non-revolving delayed drawdown term credit facility in a total aggregate principal amount
of $50 million with a maturity date of October 12, 2028 (the “RE Facility”). The interest rate applicable to the RE Facility is, at our
option, either (i) a base rate, subject to a floor of 0.50%, plus an applicable margin of 0.50% or (ii) Adjusted Term SOFR (Adjusted
Term SOFR is calculated as Term SOFR plus a margin based on duration), subject to a floor of 0.00%, plus an applicable margin of
1.50%. Obligations under the RE Facility are guaranteed by four of our subsidiaries, and amounts borrowed under the RE Facility are
secured by certain parcels of real estate. As of December 31, 2021, we had no amounts outstanding under the RE Facility.

Debt Issuance Costs

During 2021, 2020 and 2019, we incurred aggregate deferred financing costs of $19 million, $43 million and $50 million,
respectively.

Loss on Early Extinguishment of Debt

During 2021, we recorded an $11 million loss on early extinguishment of debt that primarily reflects the payment of redemption
premiums and the write-off of unamortized debt issuance costs in connection with the redemption of the remaining $775 million
principal amount outstanding of the 4.25% First Lien Senior Notes due 2024. During 2020, we recorded a $98 million loss on early
extinguishment of debt that primarily reflects the payment of premiums and the write-off of unamortized debt issuance costs in
connection with the full redemption of the 5.00% Second Lien Senior Notes due 2025 and the partial redemption of the 4.25% First
Lien Senior Notes due 2024. During 2019, we recorded a $23 million loss on early extinguishment of debt, which primarily reflects
the write-off of unamortized debt issuance costs and discounts in connection with the prepayment and refinancing of the Term Loan B
and the redemption of the entire outstanding principal balance of the 4.625% first lien secured notes due January 15, 2022.

Maturities

The aggregate maturities of our long-term debt as of December 31, 2021 are as follows (in millions):

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Year Ended December 31, Principal Amount

2022 $ 62
2023 98
2024 108
2025 750
2026 6,148
Thereafter 5,950
Total $ 13,116

Interest Expense, net

Interest expense, net consists of the following (in millions):

2021 2020 2019

Debt (a) $ 461 $ 471 $ 503
Finance lease obligations 20 20 20
Amortization of deferred financing costs and debt issuance discount 27 26 29
Interest income (3) (9) (20)
Interest expense, net $ 505 $ 508 $ 532

(a) Amount includes $45 million, $69 million and $70 million benefit during 2021, 2020 and 2019, respectively, related to the
quarterly net settlements of our cross-currency rate swaps and amortization of the Excluded Component as defined in Note
12, Derivatives.

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Note 10. Leases

As of December 31, 2021, we leased or subleased 5,069 restaurant properties to franchisees and 164 non-restaurant properties to
third parties under operating leases, direct financing leases and sales-type leases where we are the lessor. Initial lease terms generally
range from 10 to 20 years. Most leases to franchisees provide for fixed monthly payments and many provide for future rent escalations
and renewal options. Certain leases also include provisions for variable rent, determined as a percentage of sales, generally when
annual sales exceed specific levels. Lessees typically bear the cost of maintenance, insurance and property taxes.

We lease land, buildings, equipment, office space and warehouse space from third parties. Land and building leases generally
have an initial term of 10 to 20 years, while land-only lease terms can extend longer, and most leases provide for fixed monthly
payments. Many of these leases provide for future rent escalations and renewal options. Certain leases also include provisions for
variable rent payments, determined as a percentage of sales, generally when annual sales exceed specified levels. Most leases also
obligate us to pay, as lessee, variable lease cost related to maintenance, insurance and property taxes.

We transitioned to ASC 842 on January 1, 2019 on a modified retrospective basis using the effective date transition method. Our
transition to ASC 842 represents a change in accounting principle. The $21 million cumulative effect of our transition to ASC 842 is
reflected as an adjustment to January 1, 2019 Shareholders' equity.

Company as Lessor

Assets leased to franchisees and others under operating leases where we are the lessor and which are included within our
property and equipment, net are as follows (in millions):

As of December 31,
2021 2020
Land $ 899 $ 892
Buildings and improvements 1,180 1,146
Restaurant equipment 18 19
2,097 2,057
Accumulated depreciation and amortization (587) (534)
Property and equipment leased, net $ 1,510 $ 1,523

Our net investment in direct financing and sales-type leases is as follows (in millions):

As of December 31,
2021 2020
Future rents to be received:
Future minimum lease receipts $ 113 $ 87
Contingent rents (a) 7 12
Estimated unguaranteed residual value 5 7
Unearned income (40) (34)
85 72
Current portion included within accounts receivables (5) (6)
Net investment in property leased to franchisees $ 80 $ 66

(a) Amounts represent estimated contingent rents recorded in connection with the acquisition method of accounting.

During 2021 and 2020, we offered rent relief programs for eligible TH and BK franchisees who lease property from us, under
which we temporarily converted the rent structure from a combination of fixed plus variable rent to 100% variable rent (the “rent relief
programs”). The rent relief program concluded for BK franchisees during the three months ended September 30, 2020 and the rent
relief program was extended through the end of 2021 for eligible TH franchisees.

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In April 2020, the FASB staff issued interpretive guidance that permits entities to make an election to account for lease
concessions related to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under
ASC 842, as though enforceable rights and obligations for those concessions existed. We elected to apply this interpretive guidance to
the rent relief programs while in effect. As such, reductions in rents arising from the rent relief programs are recognized as reductions
in variable lease payments.

Property revenues are comprised primarily of rental income from operating leases and earned income on direct financing leases
with franchisees as follows (in millions):

2021 2020 2019

Rental income:
Minimum lease payments $ 455 $ 445 $ 448
Variable lease payments 329 262 370
Amortization of favorable and unfavorable income lease contracts, net 3 6 7
Subtotal - lease income from operating leases 787 713 825
Earned income on direct financing and sales-type leases 6 5 8
Total property revenues $ 793 $ 718 $ 833

Company as Lessee

Lease cost and other information associated with these lease commitments is as follows (in millions):

Lease Cost (Income)

2021 2020 2019

Operating lease cost $ 202 $ 199 $ 210
Operating lease variable lease cost 193 177 198
Finance lease cost:
Amortization of right-of-use assets 31 29 27
Interest on lease liabilities 20 20 20
Sublease income (587) (534) (631)
Total lease cost (income) $ (141) $ (109) $ (176)

Lease Term and Discount Rate as of December 31, 2021 and 2020

As of December 31,
2021 2020
Weighted-average remaining lease term (in years):
Operating leases 10.1 years 10.5 years
Finance leases 11.4 years 11.3 years
Weighted-average discount rate:
Operating leases 5.5 % 5.9 %
Finance leases 6.0 % 6.5 %

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Other Information for 2021, 2020 and 2019

2021 2020 2019

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 200 $ 200 $ 194
Operating cash flows from finance leases $ 20 $ 20 $ 20
Financing cash flows from finance leases $ 31 $ 29 $ 26
Supplemental noncash information on lease liabilities arising from obtaining
right-of-use assets:
Right-of-use assets obtained in exchange for new finance lease obligations $ 52 $ 59 $ 18
Right-of-use assets obtained in exchange for new operating lease obligations $ 133 $ 118 $ 163

As of December 31, 2021, future minimum lease receipts and commitments are as follows (in millions):

Lease Receipts Lease Commitments (a)

Direct
Financing
and Sales- Operating Finance Operating
Type Leases Leases Leases Leases
2022 $ 8 $ 404 $ 52 $ 197
2023 8 382 50 186
2024 7 350 48 173
2025 7 316 45 158
2026 7 278 41 140
Thereafter 76 1,374 262 675
Total minimum receipts / payments $ 113 $ 3,104 498 1,529
Less amount representing interest (131) (319)
Present value of minimum lease payments 367 1,210
Current portion of lease obligations (34) (140)
Long-term portion of lease obligations $ 333 $ 1,070

(a) Minimum lease payments have not been reduced by minimum sublease rentals of $1,953 million due in the future under non-
cancelable subleases.

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Note 11. Income Taxes

Income before income taxes, classified by source of income (loss), is as follows (in millions):

2021 2020 2019

Canadian $ 457 $ 200 $ 685
Foreign 906 616 767
Income before income taxes $ 1,363 $ 816 $ 1,452

Income tax (benefit) expense attributable to income from continuing operations consists of the following (in millions):

2021 2020 2019

Current:
Canadian $ 16 $ 45 $ 47
U.S. Federal (10) 125 122
U.S. state, net of federal income tax benefit 25 26 20
Other Foreign 84 78 94
$ 115 $ 274 $ 283
Deferred:
Canadian $ 32 $ (67) $ 43
U.S. Federal (37) (82) 8
U.S. state, net of federal income tax benefit (7) (27) —
Other Foreign 7 (32) 7
$ (5) $ (208) $ 58
Income tax expense (benefit) $ 110 $ 66 $ 341

The statutory rate reconciles to the effective income tax rate as follows:

2021 2020 2019

Statutory rate 26.5 % 26.5 % 26.5 %
Costs and taxes related to foreign operations 3.5 9.6 4.7
Foreign exchange gain (loss) — 0.5 0.1
Foreign tax rate differential (13.9) (15.6) (10.8)
Change in valuation allowance 1.1 1.2 0.5
Change in accrual for tax uncertainties (7.4) 3.9 5.0
Intercompany financing (3.5) (6.1) (2.4)
Impact of Tax Act — (7.8) (0.1)
Swiss Tax Reform — (5.1) 1.1
Benefit from stock option exercises (0.8) (0.3) (2.2)
Litigation settlements and reserves 1.4 — —
Other 1.2 1.2 1.1
Effective income tax rate 8.1 % 8.0 % 23.5 %

In December 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs
Act (the “Tax Act”) that significantly revised the U.S. tax code. During 2020, various guidance was issued by the U.S. tax authorities
relating to the Tax Act and, after review of such guidance, we recorded a favorable adjustment to our deferred tax assets of $64
million related to a tax attribute carryforward, which decreased our 2020 effective tax rate by 7.8%.

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In a referendum held on May 19, 2019, Swiss voters adopted the Federal Act on Tax Reform and AVS Financing (“TRAF”),
under which certain long-standing preferential cantonal tax regimes were abolished effective January 1, 2020, which the canton of Zug
formally adopted in November 2019. Company subsidiaries in the canton of Zug were subjected to TRAF and therefore the TRAF
impacted our consolidated results of operations during 2020 and 2019. In 2020, a deferred tax asset was recorded due to an election
made under TRAF by one of our Swiss subsidiaries and, in 2019, our Swiss company subsidiaries remeasured their deferred tax assets
and liabilities based on new future tax rates expected under TRAF. The amounts impacting income tax expense for the effects of the
changes from the TRAF were approximately $41 million in 2020 which decreased our 2020 effective tax rate by approximately 5.1%,
and approximately $16 million in 2019 which increased our 2019 effective tax rate by approximately 1.1%.

Companies subject to the Global Intangible Low-Taxed Income provision (GILTI) have the option to account for the GILTI tax
as a period cost if and when incurred, or to recognize deferred taxes for outside basis temporary differences expected to reverse as
GILTI. We have elected to account for GILTI as a period cost.

Income tax (benefit) expense allocated to continuing operations and amounts separately allocated to other items was (in
millions):

2021 2020 2019

Income tax (benefit) expense from continuing operations $ 110 $ 66 $ 341
Cash flow hedge in accumulated other comprehensive income (loss) 72 (64) (23)
Net investment hedge in accumulated other comprehensive income (loss) (15) (60) (32)
Foreign Currency Translation in accumulated other comprehensive income (loss) (4) 12 —
Pension liability in accumulated other comprehensive income (loss) 3 (3) (1)
Total $ 166 $ (49) $ 285

The significant components of deferred income tax (benefit) expense attributable to income from continuing operations are as
follows (in millions):

2021 2020 2019

Deferred income tax (benefit) expense $ (22) $ (230) $ 30
Change in valuation allowance 14 22 7
Change in effective Canadian income tax rate — — (1)
Change in effective U.S. state income tax rate 3 1 6
Change in effective foreign income tax rate — (1) 16
Total $ (5) $ (208) $ 58

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The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities
are presented below (in millions):

As of December 31,
2021 2020
Deferred tax assets:
Accounts and notes receivable $ 4 $ 6
Accrued employee benefits 48 54
Leases 115 114
Operating lease liabilities 317 323
Liabilities not currently deductible for tax 346 310
Tax loss and credit carryforwards 517 547
Derivatives 164 225
Other (1) 9
Total gross deferred tax assets 1,510 1,588
Valuation allowance (356) (364)
Net deferred tax assets 1,154 1,224
Less deferred tax liabilities:
Property and equipment, principally due to differences in depreciation 15 35
Intangible assets 1,751 1,747
Leases 129 114
Operating lease assets 295 311
Statutory impairment 29 30
Outside basis difference 38 46
Total gross deferred tax liabilities 2,257 2,283
Net deferred tax liability $ 1,103 $ 1,059

The valuation allowance had a net decrease of $8 million during 2021 primarily due to the change in estimates related to
derivatives and the utilization of foreign tax credits and capital losses.

Changes in the valuation allowance are as follows (in millions):

2021 2020 2019

Beginning balance $ 364 $ 329 $ 325
Change in estimates recorded to deferred income tax expense 14 19 8
Changes in losses and credits — 3 (2)
(Reductions) additions related to other comprehensive income (22) 13 (2)
Ending balance $ 356 $ 364 $ 329

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The gross amount and expiration dates of operating loss and tax credit carry-forwards as of December 31, 2021 are as follows
(in millions):

Amount Expiration Date

Canadian net operating loss carryforwards $ 728 2036-2041
Canadian capital loss carryforwards 866 Indefinite
Canadian tax credits 3 2023-2036
U.S. state net operating loss carryforwards 680 2022-2041
U.S. capital loss carryforwards 16 2040
U.S. foreign tax credits 112 2022-2031
Other foreign net operating loss carryforwards 207 Indefinite
Other foreign net operating loss carryforwards 77 2022-2038
Other foreign capital loss carryforward 30 Indefinite
Total $ 2,719

We are generally permanently reinvested on any potential outside basis differences except for unremitted earning and profits and
thus do not record a deferred tax liability for such outside basis differences. To the extent of unremitted earning and profits, we
generally review various factors including, but not limited to, forecasts and budgets of financial needs of cash for working capital,
liquidity and expected cash requirements to fund our various obligations and record deferred taxes to the extent we expect to
distribute. We will continue to monitor available evidence and our plans for foreign earnings and expect to continue to provide any
applicable deferred taxes based on the tax liability or withholding taxes that would be due upon repatriation of amounts not considered
permanently reinvested.

We had $437 million and $497 million of unrecognized tax benefits at December 31, 2021 and December 31, 2020,
respectively, which if recognized, would favorably affect the effective income tax rate. A reconciliation of the beginning and ending
amounts of unrecognized tax benefits is as follows (in millions):

2021 2020 2019

Beginning balance $ 497 $ 506 $ 441
Additions for tax positions related to the current year 9 9 9
Additions for tax positions of prior years 23 7 56
Reductions for tax positions of prior year (5) (25) —
Additions for settlement 7 — —
Reductions due to statute expiration (94) — —
Ending balance $ 437 $ 497 $ 506

Although the timing of the resolution, settlement, and closure of any audits is highly uncertain, it is reasonably possible that the
balance of gross unrecognized tax benefits could significantly change in the next 12 months. During the twelve months beginning
January 1, 2022, it is reasonably possible we will reduce unrecognized tax benefits by up to approximately $328 million due to the
expiration of statutes of limitations, anticipated closure of various tax matters currently under examination, and settlements with tax
authorities all being possibly impacted in multiple jurisdictions.

We recognize interest and penalties related to unrecognized tax benefits in income tax expense. The total amount of accrued
interest and penalties was $121 million and $123 million at December 31, 2021 and 2020, respectively. Potential interest and penalties
associated with uncertain tax positions in various jurisdictions recognized was $2 million during 2021, $31 million during 2020 and
$41 million during 2019. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued
will be reduced and reflected as a reduction of the overall income tax provision.

We file income tax returns with Canada and its provinces and territories. Generally, we are subject to routine examinations by
the Canada Revenue Agency (“CRA”). The CRA is conducting examinations of the 2015 through 2016 taxation years. Additionally,
income tax returns filed with various provincial jurisdictions are generally open to examination for periods up to six years subsequent
to the filing of the respective return.

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We also file income tax returns, including returns for our subsidiaries, with U.S. federal, U.S. state, and other foreign
jurisdictions. We are subject to routine examination by taxing authorities in the U.S. jurisdictions, as well as other foreign tax
jurisdictions. None of the other foreign jurisdictions have been individually material. Taxable years 2014 through 2017 for our U.S.
companies for U.S. federal income tax purposes closed in 2021 without material adjustments. Prior taxable years of such U.S.
companies are closed for U.S. federal income tax purposes. We have various U.S. state and other foreign income tax returns in the
process of examination. From time to time, these audits result in proposed assessments where the ultimate resolution may result in
owing additional taxes. We believe that our tax positions comply with applicable tax law and that we have adequately provided for
these matters.

Note 12. Derivative Instruments

Disclosures about Derivative Instruments and Hedging Activities

We enter into derivative instruments for risk management purposes, including derivatives designated as cash flow hedges and
derivatives designated as net investment hedges. We use derivatives to manage our exposure to fluctuations in interest rates and
currency exchange rates.

Interest Rate Swaps

At December 31, 2021, we had outstanding receive-variable, pay-fixed interest rate swaps with a total notional value of $3,500
million to hedge the variability in the interest payments on a portion of our Term Loan Facilities, including any subsequent refinancing
or replacement of the Term Loan Facilities, beginning August 31, 2021 through the termination date of October 31, 2028.
Additionally, at December 31, 2021, we also had outstanding receive-variable, pay-fixed interest rate swaps with a total notional value
of $500 million to hedge the variability in the interest payments on a portion of our Term Loan Facilities effective September 30, 2019
through the termination date of September 30, 2026. At inception, all of these interest rate swaps were designated as cash flow hedges
for hedge accounting. The unrealized changes in market value are recorded in AOCI and reclassified into earnings during the period in
which the hedged forecasted transaction affects earnings.
During 2021, we extended the maturity of our $3,500 million receive-variable, pay-fixed interest rate swaps. The extension of
the term resulted in a de-designation and re-designation of the interest rate swaps and the swaps continue to be accounted for as a cash
flow hedge for hedge accounting. In connection with the de-designation, we recognized a net unrealized loss of $143 million in AOCI
and this amount gets reclassified into Interest expense, net as the original forecasted transaction affects earnings. The amount of pre-
tax losses in connection with this net unrealized loss in AOCI as of December 31, 2021 that we expect to be reclassified into interest
expense within the next 12 months is $28 million.
We had previously extended the term of our $3,500 million receive-variable, pay-fixed interest rate swaps in 2019 to align the
maturity date of the interest rate swaps with the new maturity date of our Term Loan B. The extension of the term resulted in a de-
designation and re-designation of the interest rate swaps and the swaps continue to be accounted for as a cash flow hedge for hedge
accounting. In connection with the de-designation, we recognized a net unrealized loss of $213 million in AOCI and this amount gets
reclassified into Interest expense, net as the original forecasted transaction affects earnings. The amount of pre-tax losses in connection
with this net unrealized loss in AOCI as of December 31, 2021 that we expect to be reclassified into interest expense within the next
12 months is $50 million.

Cross-Currency Rate Swaps

To protect the value of our investments in our foreign operations against adverse changes in foreign currency exchange rates, we
hedge a portion of our net investment in one or more of our foreign subsidiaries by using cross-currency rate swaps. At December 31,
2021, we had outstanding cross-currency rate swap contracts between the Canadian dollar and U.S. dollar and the Euro and U.S. dollar
that have been designated as net investment hedges of a portion of our equity in foreign operations in those currencies. The component
of the gains and losses on our net investment in these designated foreign operations driven by changes in foreign exchange rates are
economically partly offset by movements in the fair value of our cross-currency swap contracts. The fair value of the swaps is
calculated each period with changes in fair value reported in AOCI, net of tax. Such amounts will remain in AOCI until the complete
or substantially complete liquidation of our investment in the underlying foreign operations.

At December 31, 2021, we had outstanding fixed-to-fixed cross-currency rate swaps to partially hedge the net investment in our
Canadian subsidiaries. At inception, these cross-currency rate swaps were designated as a hedge and are accounted for as net
investment hedges. These swaps are contracts to exchange quarterly fixed-rate interest payments we make on the Canadian dollar
notional amount of C$6,754 million for quarterly fixed-rate interest payments we receive on the U.S. dollar notional amount of $5,000
million through the maturity date of June 30, 2023.

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At December 31, 2021, we had outstanding cross-currency rate swaps in which we pay quarterly fixed-rate interest payments on
the Euro notional amount of €1,108 million and receive quarterly fixed-rate interest payments on the U.S. dollar notional amount of
$1,200 million. At inception, these cross-currency rate swaps were designated as a hedge and are accounted for as a net investment
hedge. During 2018, we extended the term of the swaps from March 31, 2021 to the maturity date of February 17, 2024. The extension
of the term resulted in a re-designation of the hedge and the swaps continue to be accounted for as a net investment hedge.
Additionally, at December 31, 2021, we also had outstanding cross-currency rate swaps in which we receive quarterly fixed-rate
interest payments on the U.S. dollar notional value of $400 million, entered during 2018, and $500 million, entered during 2019,
through the maturity date of February 17, 2024 and $150 million, entered during 2021, through the maturity date of October 31, 2028.
At inception, these cross-currency rate swaps were designated as a hedge and are accounted for as a net investment hedge.

The fixed to fixed cross-currency rate swaps hedging Canadian dollar and Euro net investments utilized the forward method of
effectiveness assessment prior to March 15, 2018. On March 15, 2018, we de-designated and subsequently re-designated the
outstanding fixed to fixed cross-currency rate swaps to prospectively use the spot method of hedge effectiveness assessment.
Additionally, as a result of adopting new hedge accounting guidance during 2018, we elected to exclude the interest component (the
"Excluded Component") from the accounting hedge without affecting net investment hedge accounting and elected to amortize the
Excluded Component over the life of the derivative instrument. The amortization of the Excluded Component is recognized in Interest
expense, net in the consolidated statement of operations. The change in fair value that is not related to the Excluded Component is
recorded in AOCI and will be reclassified to earnings when the foreign subsidiaries are sold or substantially liquidated.

Foreign Currency Exchange Contracts

We use foreign exchange derivative instruments to manage the impact of foreign exchange fluctuations on U.S. dollar purchases
and payments, such as coffee purchases made by our Canadian Tim Hortons operations. At December 31, 2021, we had outstanding
forward currency contracts to manage this risk in which we sell Canadian dollars and buy U.S. dollars with a notional value of $171
million with maturities to February 2023. We have designated these instruments as cash flow hedges, and as such, the unrealized
changes in market value of effective hedges are recorded in AOCI and are reclassified into earnings during the period in which the
hedged forecasted transaction affects earnings.

Credit Risk

By entering into derivative contracts, we are exposed to counterparty credit risk. Counterparty credit risk is the failure of the
counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is in an asset position,
the counterparty has a liability to us, which creates credit risk for us. We attempt to minimize this risk by selecting counterparties with
investment grade credit ratings and regularly monitoring our market position with each counterparty.

Credit-Risk Related Contingent Features

Our derivative instruments do not contain any credit-risk related contingent features.

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Quantitative Disclosures about Derivative Instruments and Fair Value Measurements

The following tables present the required quantitative disclosures for our derivative instruments, including their estimated fair
values (all estimated using Level 2 inputs) and their location on our consolidated balance sheets (in millions):

Gain or (Loss) Recognized in

Other Comprehensive Income (Loss)
2021 2020 2019
Derivatives designated as cash flow hedges(1)
Interest rate swaps $ 132 $ (333) $ (102)
Forward-currency contracts $ — $ (2) $ (4)
Derivatives designated as net investment hedges
Cross-currency rate swaps $ 96 $ (302) $ (118)
(1) We did not exclude any components from the cash flow hedge relationships presented in this table.

Location of Gain or
(Loss) Reclassified from Gain or (Loss) Reclassified from AOCI into
AOCI into Earnings Earnings
2021 2020 2019
Derivatives designated as cash flow hedges
Interest rate swaps Interest expense, net $ (125) $ (102) $ (26)
Forward-currency contracts Cost of sales $ (7) $ 2 $ 5

Location of Gain or Gain or (Loss) Recognized in Earnings

(Loss) Recognized in (Amount Excluded from Effectiveness
Earnings Testing)
2021 2020 2019
Derivatives designated as net investment hedges
Cross-currency rate swaps Interest expense, net $ 45 $ 69 $ 70

Fair Value as of
December 31,
2021 2020 Balance Sheet Location
Assets:
Derivatives designated as cash flow hedges
Foreign currency $ 2 $ — Prepaids and other current assets
Derivatives designated as net investment hedges
Foreign currency 23 — Other assets, net
Total assets at fair value $ 25 $ —

Liabilities:
Derivatives designated as cash flow hedges
Interest rate $ 220 $ 430 Other liabilities, net
Foreign currency — 5 Other accrued liabilities
Derivatives designated as net investment hedges
Foreign currency 355 434 Other liabilities, net
Total liabilities at fair value $ 575 $ 869

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Note 13. Shareholders’ Equity

Special Voting Share

The holders of the Partnership exchangeable units are indirectly entitled to vote in respect of matters on which holders of the
common shares of the Company are entitled to vote, including in respect of the election of RBI directors, through a special voting
share of the Company (the "Special Voting Share"). The Special Voting Share is held by a trustee, entitling the trustee to that number
of votes on matters on which holders of common shares of the Company are entitled to vote equal to the number of Partnership
exchangeable units outstanding. The trustee is required to cast such votes in accordance with voting instructions provided by holders
of Partnership exchangeable units. At any shareholder meeting of the Company, holders of our common shares vote together as a
single class with the Special Voting Share except as otherwise provided by law.

Noncontrolling Interests

We reflect a noncontrolling interest which primarily represents the interests of the holders of Partnership exchangeable units in
Partnership that are not held by RBI. The holders of Partnership exchangeable units held an economic interest of approximately 31.9%
and 33.7% in Partnership common equity through the ownership of 144,993,458 and 155,113,338 Partnership exchangeable units as of
December 31, 2021 and 2020, respectively.

Pursuant to the terms of the partnership agreement, each holder of a Partnership exchangeable unit is entitled to distributions
from Partnership in an amount equal to any dividends or distributions that we declare and pay with respect to our common shares.
Additionally, each holder of a Partnership exchangeable unit is entitled to vote in respect of matters on which holders of RBI common
shares are entitled to vote through our special voting share. Since December 12, 2015, a holder of a Partnership exchangeable unit may
require Partnership to exchange all or any portion of such holder’s Partnership exchangeable units for our common shares at a ratio of
one common share for each Partnership exchangeable unit, subject to our right as the general partner of Partnership, in our sole
discretion, to deliver a cash payment in lieu of our common shares. If we elect to make a cash payment in lieu of issuing common
shares, the amount of the payment will be the weighted average trading price of the common shares on the New York Stock Exchange
for the 20 consecutive trading days ending on the last business day prior to the exchange date.

During 2021, Partnership exchanged 10,119,880 Partnership exchangeable units, pursuant to exchange notices received. In
accordance with the terms of the partnership agreement, Partnership satisfied the exchange notices by exchanging 10,119,880
Partnership exchangeable units for the same number of newly issued RBI common shares. During 2020, Partnership exchanged
10,393,861 Partnership exchangeable units, pursuant to exchange notices received. In accordance with the terms of the partnership
agreement, Partnership satisfied the exchange notices by repurchasing 6,757,692 Partnership exchangeable units for approximately
$380 million in cash and exchanging 3,636,169 Partnership exchangeable units for the same number of newly issued RBI common
shares. During 2019, Partnership exchanged 42,016,392 Partnership exchangeable units, pursuant to exchange notices received. In
accordance with the terms of the partnership agreement, Partnership satisfied the exchange notices by exchanging 42,016,392
Partnership exchangeable units for the same number of newly issued RBI common shares. The exchanges represented increases in our
ownership interest in Partnership and were accounted for as equity transactions, with no gain or loss recorded in the consolidated
statements of operations. Pursuant to the terms of the partnership agreement, upon the exchange of Partnership exchangeable units,
each such Partnership exchangeable unit was cancelled concurrently with the exchange.

Share Repurchase

On July 28, 2021, our Board of Directors approved a share repurchase program that allows us to purchase up to $1,000 million
of our common shares until August 10, 2023. During 2021, we repurchased and cancelled 9,247,648 common shares for $551 million.

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Accumulated Other Comprehensive Income (Loss)

The following table displays the change in the components of AOCI (in millions):

Accumulated
Foreign Other
Currency Comprehensive
Derivatives Pensions Translation Income (Loss)
Balances at December 31, 2018 $ 253 $ (15) $ (1,038) $ (800)
Foreign currency translation adjustment — — 409 409
Net change in fair value of derivatives, net of tax (163) — — (163)
Amounts reclassified to earnings of cash flow hedges, net of tax 15 — — 15
Pension and post-retirement benefit plans, net of tax — (2) — (2)
Amounts attributable to noncontrolling interests 94 (2) (314) (222)
Balances at December 31, 2019 199 (19) (943) (763)
Foreign currency translation adjustment — — 332 332
Net change in fair value of derivatives, net of tax (486) — — (486)
Amounts reclassified to earnings of cash flow hedges, net of tax 73 — — 73
Pension and post-retirement benefit plans, net of tax — (16) — (16)
Amounts attributable to noncontrolling interests 145 5 (144) 6
Balances at December 31, 2020 (69) (30) (755) (854)
Foreign currency translation adjustment — — (67) (67)
Net change in fair value of derivatives, net of tax 207 — — 207
Amounts reclassified to earnings of cash flow hedges, net of tax 96 — — 96
Pension and post-retirement benefit plans, net of tax — 15 — 15
Amounts attributable to noncontrolling interests (98) (6) (3) (107)
Balances at December 31, 2021 $ 136 $ (21) $ (825) $ (710)

Note 14. Share-based Compensation

Our Amended and Restated 2014 Omnibus Incentive Plan (the “Omnibus Plan”) provides for the grant of awards to employees,
directors, consultants and other persons who provide services to us and our affiliates. We also have some outstanding awards under
legacy plans for BK and TH, which were assumed in connection with the merger and amalgamation of those entities within the RBI
group. No new awards may be granted under these legacy BK plans or legacy TH plans.

We are currently issuing awards under the Omnibus Plan and the number of shares available for issuance under such plan as of
December 31, 2021 was 10,122,551. The Omnibus Plan permits the grant of several types of awards with respect to our common
shares, including stock options, time-vested RSUs, and performance-based RSUs, which may include Company and/or individual
performance based-vesting conditions. Under the terms of the Omnibus Plan, RSUs are entitled to dividend equivalents, unless
otherwise noted. Dividend equivalents are not distributed unless the related awards vest. Upon vesting, the amount of the dividend
equivalent, which is distributed in additional RSUs, except in the case of RSUs awarded to non-management members of our board of
directors, is equal to the equivalent of the aggregate dividends declared on common shares during the period from the date of grant of
the award compounded until the date the shares underlying the award are delivered.

Stock option awards are granted with an exercise price or market value equal to the closing price of our common shares on the
trading day preceding the date of grant. We satisfy stock option exercises through the issuance of authorized but previously unissued
common shares. Stock option grants generally cliff vest 5 years from the original grant date, provided the employee is continuously
employed by us or one of our affiliates, and the stock options expire 10 years following the grant date. Additionally, if we terminate
the employment of a stock option holder without cause prior to the vesting date, or if the employee retires or becomes disabled, the
employee will become vested in the number of stock options as if the stock options vested 20% on each anniversary of the grant date.
If the employee dies, the employee will become vested in the number of stock options as if the stock options vested 20% on the first
anniversary of the grant date, 40% on the second anniversary of the grant date and 100% on the third anniversary of the grant date. If
an employee is terminated with cause or resigns before vesting, all stock options are forfeited. If there is an event such as a return of
capital or dividend that is determined to be dilutive, the exercise price of the awards will be adjusted accordingly.

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Share-based compensation expense consists of the following for the periods presented (in millions):

2021 2020 2019

Total share-based compensation expense - Stock options and RSUs (a)(b) $ 88 $ 74 $ 68

(a) Includes $2 million, $3 million, and $4 million due to modification of awards in 2021, 2020 and 2019, respectively.
(b) Generally classified as general and administrative expenses in the consolidated statements of operations.

As of December 31, 2021, total unrecognized compensation cost related to share-based compensation arrangements was $189
million and is expected to be recognized over a weighted-average period of approximately 2.6 years.

The following assumptions were used in the Black-Scholes option-pricing model to determine the fair value of stock option
awards at the grant date:

2021 2020 2019

Risk-free interest rate 1.29% 1.29% 1.82%
Expected term (in years) 5.88 5.88 6.19
Expected volatility 23.9% 23.9% 25.5%
Expected dividend yield 3.14% 3.14% 3.09%

The risk-free interest rate was based on the U.S. Treasury or Canadian Sovereign bond yield with a remaining term equal to the
expected option life assumed at the date of grant. The expected term was calculated based on the analysis of a five-year vesting period
coupled with our expectations of exercise activity. Expected volatility was based on the historical and implied equity volatility of the
Company and a review of the equity volatilities of publicly-traded guideline companies. The expected dividend yield is based on the
annual dividend yield at the time of grant.

The following is a summary of stock option activity under our plans for the year ended December 31, 2021:

Weighted
Average
Total Number Aggregate Remaining
of Weighted Intrinsic Contractual
Options Average Value (a) Term
(in 000’s) Exercise Price (in 000’s) (Years)
Outstanding at January 1, 2021 8,202 $ 51.86
Granted 15 $ 65.11
Exercised (1,594) $ 37.83
Forfeited (416) $ 63.00
Outstanding at December 31, 2021 6,207 $ 54.80 $ 48,468 5.6
Exercisable at December 31, 2021 1,961 $ 39.68 $ 41,255 3.3
Vested or expected to vest at December 31, 2021 5,671 $ 54.10 $ 47,650 5.5

(a) The intrinsic value represents the amount by which the fair value of our stock exceeds the option exercise price at December 31,
2021.

The weighted-average grant date fair value per stock option granted was $10.15, $10.38, and $11.83 during 2021, 2020 and
2019, respectively. The total intrinsic value of stock options exercised was $46 million during 2021, $55 million during 2020, and
$200 million during 2019.

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The fair value of the time-vested RSUs and performance-based RSUs is based on the closing price of the Company’s common
shares on the trading day preceding the date of grant. During 2021, the Company granted total shareholder return (“TSR”)
performance-based RSUs that vest over a three year period based on the achievement of contractually defined total shareholder return
targets with respect to the S&P 500 Index. The fair value of the TSR awards was based on a Monte Carlo Simulation valuation model
and we expense these market condition awards over the vesting period regardless of the value that the award recipients ultimately
receive. Time-vested RSUs and performance-based RSUs awarded prior to 2021 generally cliff vest five years from the original grant
date. Time-vested RSUs granted in 2021 generally vest 25% per year over four years and performance-based RSUs granted in 2021
cliff vest three years from the original grant date. The Company has awarded a limited number of time-vested RSUs that
proportionally vest over a period shorter than four years. Time-vested RSUs are expensed over the vesting period. Performance-based
RSUs are expensed over the vesting period, based upon the probability that the performance target will be met. We grant fully vested
RSUs, with dividend equivalent rights that accrue in cash, to non-employee members of our board of directors in lieu of a cash retainer
and committee fees. All such RSUs will settle and common shares of the Company will be issued upon termination of service by the
board member.

Starting in 2021, the time-vested RSUs generally vest 25% per year on December 31st over four years from the grant date and
performance-based RSUs generally cliff vest three years from the grant date (the starting date for the applicable vesting period is
referred to as the “Anniversary Date”). For grants prior to 2021, if the employee is terminated for any reason within the first two years
of the Anniversary Date, 100% of the time-vested RSUs granted will be forfeited. If we terminate the employment of a time-vested
RSU holder without cause two years after the Anniversary Date, or if the employee retires, the employee will become vested in the
number of time-vested RSUs as if the time-vested RSUs vested 20% for each year after the Anniversary Date. For grants prior to
2021, if the employee is terminated for any reason within the first three years of the Anniversary Date, 100% of the performance-
based RSUs granted will be forfeited. If we terminate the employment of a performance-based RSU holder without cause between
three and five years after the Anniversary Date, or if the employee retires, the employee will become vested in 50% of the
performance-based RSUs. For grants of time-vested RSUs beginning in 2021, if the employee is terminated for any reason prior to any
vesting date, the employee will forfeit all of the RSUs that are unvested at the time of termination. For grants of performance-based
RSUs beginning in 2021, if the employee is terminated within the first two years of the Anniversary Date, 100% of the performance-
based RSUs will be forfeited. If we terminate the employment of a performance-based RSU holder without cause two years after the
Anniversary Date, or if the employee retires, the employee will become vested in 67% of the performance-based RSUs that are earned
based on the performance criteria. An alternate ratable vesting schedule applies to the extent the participant ends employment by
reason of death or disability.

The following is a summary of time-vested RSUs and performance-based RSUs activity for the year ended December 31, 2021:

Time-vested RSUs Performance-based RSUs

Total Number of Weighted Average Total Number of Weighted Average
Shares Grant Date Fair Shares Grant Date Fair
(in 000’s) Value (in 000’s) Value
Outstanding at January 1, 2021 1,761 $ 49.99 4,869 $ 56.96
Granted 1,566 $ 60.97 425 $ 57.60
Vested and settled (455) $ 39.54 (1,189) $ 38.07
Dividend equivalents granted 68 $ — 133 $ —
Forfeited (176) $ 61.98 (343) $ 67.36
Outstanding at December 31, 2021 2,764 $ 57.47 3,895 $ 62.09

The weighted-average grant date fair value of time-vested RSUs granted was $65.20 and $64.82 during 2020 and 2019,
respectively. The weighted-average grant date fair value of performance-based RSUs granted was $62.69 and $65.54 during 2020 and
2019, respectively. The total fair value, determined as of the date of vesting, of RSUs vested and converted to common shares of the
Company during 2021, 2020 and 2019 was $99 million, $21 million and $8 million, respectively.

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Note 15. Revenue Recognition

Contract Liabilities

Contract liabilities consist of deferred revenue resulting from initial and renewal franchise fees paid by franchisees, as well as
upfront fees paid by master franchisees, which are generally recognized on a straight-line basis over the term of the underlying
agreement. We classify these contract liabilities as Other liabilities, net in our consolidated balance sheets. The following table reflects
the change in contract liabilities by segment and on a consolidated basis between December 31, 2020 and December 31, 2021 (in
millions):

Contract Liabilities TH BK PLK Consolidated

Balance at December 31, 2020 $ 62 $ 427 $ 39 $ 528
Recognized during period and included in the contract
liability balance at the beginning of the year (9) (44) (4) (57)
Increase, excluding amounts recognized as revenue
during the period 12 40 21 73
Impact of foreign currency translation — (13) — (13)
Balance at December 31, 2021 $ 65 $ 410 $ 56 $ 531

The following table illustrates estimated revenues expected to be recognized in the future related to performance obligations that
are unsatisfied (or partially unsatisfied) by segment and on a consolidated basis as of December 31, 2021 (in millions):

Contract liabilities expected to be recognized in TH BK PLK Consolidated

2022 $ 10 $ 34 $ 4 $ 48
2023 9 33 4 46
2024 9 32 4 45
2025 8 32 4 44
2026 6 31 3 40
Thereafter 23 248 37 308
Total $ 65 $ 410 $ 56 $ 531

Disaggregation of Total Revenues

Total revenues consist of the following (in millions):

2021 2020 2019

Sales $ 2,378 $ 2,013 $ 2,362
Royalties 1,561 1,327 1,459
Property revenues 793 718 833
Franchise fees and other revenue 98 76 89
Advertising revenues 909 834 860
Total revenues $ 5,739 $ 4,968 $ 5,603

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Note 16. Other Operating Expenses (Income), net

Other operating expenses (income), net, consist of the following (in millions):
2021 2020 2019
Net losses (gains) on disposal of assets, restaurant closures and refranchisings $ 2 $ 6 $ 7
Litigation settlements and reserves, net 81 7 2
Net losses (gains) on foreign exchange (76) 100 (15)
Other, net — (8) (4)
Other operating expenses (income), net $ 7 $ 105 $ (10)

Net losses (gains) on disposal of assets, restaurant closures, and refranchisings represent sales of properties and other costs
related to restaurant closures and refranchisings. Gains and losses recognized in the current period may reflect certain costs related to
closures and refranchisings that occurred in previous periods.

Litigation settlements and reserves, net primarily reflects accruals and payments made and proceeds received in connection with
litigation and arbitration matters and other business disputes.

In early 2022, we entered into negotiations to resolve business disputes that arose during 2021 with counterparties to the master
franchise agreements for Burger King and Popeyes in China. Based on these discussions, we expect to agree to pay approximately
$100 million in 2022, including $72 million that is included in Litigation settlements and reserves, net for 2021. Remaining amounts
primarily will be recorded as an equity method investment when made.

Net losses (gains) on foreign exchange are primarily related to revaluation of foreign denominated assets and liabilities.

Note 17. Commitments and Contingencies

Letters of Credit
As of December 31, 2021, we had $12 million in irrevocable standby letters of credit outstanding, which were issued primarily
to certain insurance carriers to guarantee payments of deductibles for various insurance programs, such as health and commercial
liability insurance. Of these letters of credit outstanding, $2 million are secured by the collateral under our Revolving Credit Facility
and the remainder are secured by cash collateral. As of December 31, 2021, no amounts had been drawn on any of these irrevocable
standby letters of credit.

Purchase Commitments
We have arrangements for information technology and telecommunication services with an aggregate contractual obligation of
$33 million over the next three years, some of which have early termination fees. We also enter into commitments to purchase
advertising. As of December 31, 2021, these commitments totaled $194 million and run through 2025.

Litigation

From time to time, we are involved in legal proceedings arising in the ordinary course of business relating to matters including,
but not limited to, disputes with franchisees, suppliers, employees and customers, as well as disputes over our intellectual property.

On October 5, 2018, a class action complaint was filed against Burger King Worldwide, Inc. (“BKW”) and Burger King
Corporation (“BKC”) in the U.S. District Court for the Southern District of Florida by Jarvis Arrington, individually and on behalf of
all others similarly situated. On October 18, 2018, a second class action complaint was filed against RBI, BKW and BKC in the U.S.
District Court for the Southern District of Florida by Monique Michel, individually and on behalf of all others similarly situated. On
October 31, 2018, a third class action complaint was filed against BKC and BKW in the U.S. District Court for the Southern District
of Florida by Geneva Blanchard and Tiffany Miller, individually and on behalf of all others similarly situated. On November 2, 2018,
a fourth class action complaint was filed against RBI, BKW and BKC in the U.S. District Court for the Southern District of Florida by
Sandra Muster, individually and on behalf of all others similarly situated. These complaints have been consolidated and allege that the
defendants violated Section 1 of the Sherman Act by incorporating an employee no-solicitation and no-hiring clause in the standard
form franchise agreement all Burger King franchisees are required to sign. Each plaintiff seeks injunctive relief and damages for
himself or herself and other members of the class. On March 24, 2020, the Court granted BKC’s motion to dismiss for failure to state a

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claim and on April 20, 2020 the plaintiffs filed a motion for leave to amend their complaint. On April 27, 2020, BKC filed a motion
opposing the motion for leave to amend. The court denied the plaintiffs motion for leave to amend their complaint in August 2020 and
the plaintiffs appealed this ruling. Oral arguments for the appeal were heard in September 2021 and the parties await a ruling on the
appeal. While we currently believe these claims are without merit, we are unable to predict the ultimate outcome of this case or
estimate the range of possible loss, if any.

In July 2019, a class action complaint was filed against The TDL Group Corp. (“TDL”) in the Supreme Court of British
Columbia by Samir Latifi, individually and on behalf of all others similarly situated. The complaint alleges that TDL violated the
Canadian Competition Act by incorporating an employee no-solicitation and no-hiring clause in the standard form franchise agreement
all Tim Hortons franchisees are required to sign. The plaintiff seeks damages and restitution, on behalf of himself and other members
of the class. In February 2021, TDL filed and served an application to strike which was heard in May 2021. The court struck the
substantial points, including: the claim related to the Canadian Competition Act, the unlawful conspiracy claim, and the claim for
unjust enrichment. While we currently believe this claim is without merit, we are unable to predict the ultimate outcome of this case or
estimate the range of possible loss, if any.

On June 30, 2020, a class action complaint was filed against Restaurant Brands International Inc., Restaurant Brands
International Limited Partnership and The TDL Group Corp. in the Quebec Superior Court by Steve Holcman, individually and on
behalf of all Quebec residents who downloaded the Tim Hortons mobile application. On July 2, 2020, a Notice of Action related to a
second class action complaint was filed against Restaurant Brands International Inc., in the Ontario Superior Court by Ashley Sitko
and Ashley Cadeau, individually and on behalf of all Canadian residents who downloaded the Tim Hortons mobile application. On
August 31, 2020, a notice of claim was filed against Restaurant Brands International Inc. in the Supreme Court of British Columbia by
Wai Lam Jacky Law on behalf of all persons in Canada who downloaded the Tim Hortons mobile application or the Burger King
mobile application. On September 30, 2020, a notice of action was filed against Restaurant Brands International Inc., Restaurant
Brands International Limited Partnership, The TDL Group Corp., Burger King Worldwide, Inc. and Popeyes Louisiana Kitchen, Inc.
in the Ontario Superior Court of Justice by William Jung on behalf of a to be determined class. All of the complaints allege that the
defendants violated the plaintiff’s privacy rights, the Personal Information Protection and Electronic Documents Act, consumer
protection and competition laws or app-based undertakings to users, in each case in connection with the collection of geolocation data
through the Tim Hortons mobile application, and in certain cases, the Burger King and Popeyes mobile applications. Each plaintiff
seeks injunctive relief and monetary damages for himself or herself and other members of the class. These cases are in preliminary
stages and we intend to vigorously defend against these lawsuits, but we are unable to predict the ultimate outcome of any of these
cases or estimate the range of possible loss, if any.

On October 26, 2020, City of Warwick Municipal Employees Pension Fund, a purported stockholder of Restaurant Brands
International Inc., individually and putatively on behalf of all other stockholders similarly situated, filed a lawsuit in the Supreme
Court of the State of New York County of New York naming RBI and certain of our officers, directors and shareholders as defendants
alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, as amended, in connection with certain offerings of
securities by an affiliate in August and September 2019. The complaint alleges that the shelf registration statement used in connection
with such offering contained certain false and/or misleading statements or omissions. The complaint seeks, among other relief, class
certification of the lawsuit, unspecified compensatory damages, rescission, pre-judgement and post-judgement interest, costs and
expenses. On December 18, 2020 the plaintiffs filed an amended complaint and on February 16, 2021 RBI filed a motion to dismiss
the complaint. The plaintiffs filed a brief in opposition to the motion on April 19, 2021 and RBI filed a reply in May 2021. The motion
to dismiss is scheduled to be heard in March 2022. We intend to vigorously defend. While we believe these claims are without merit,
we are unable to predict the ultimate outcome of this case or estimate the range of possible loss, if any.

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Note 18. Segment Reporting and Geographical Information

As stated in Note 1, Description of Business and Organization, we manage four brands. Under the Tim Hortons brand, we
operate in the donut/coffee/tea category of the quick service segment of the restaurant industry. Under the Burger King brand, we
operate in the fast food hamburger restaurant category of the quick service segment of the restaurant industry. Under the Popeyes
brand, we operate in the chicken category of the quick service segment of the restaurant industry. Under the Firehouse Subs brand, we
operate in the specialty subs category of the quick service segment of the restaurant industry. Our business generates revenue from the
following sources: (i) franchise and advertising revenues, consisting primarily of royalties and advertising fund contributions based on
a percentage of sales reported by franchise restaurants and franchise fees paid by franchisees; (ii) property revenues from properties
we lease or sublease to franchisees; and (iii) sales at restaurants owned by us (“Company restaurants”). In addition, our TH business
generates revenue from sales to franchisees related to our supply chain operations, including manufacturing, procurement,
warehousing and distribution, as well as sales to retailers. We manage each of our brands as an operating segment and each operating
segment represents a reportable segment.

Our management structure and financial reporting is organized around our four brands, including the information regularly
reviewed by our Chief Executive Officer, who is our Chief Operating Decision Maker. Therefore, we have four operating segments:
(1) TH, which includes all operations of our Tim Hortons brand, (2) BK, which includes all operations of our Burger King brand, (3)
PLK, which includes all operations of our Popeyes brand, and (4) FHS, which includes all operations of our Firehouse Subs brand.
Our four operating segments represent our reportable segments. FHS revenues and segment income for the period from the acquisition
date of December 15, 2021 through December 26, 2021 (the fiscal year end for FHS) are included in our consolidated statement of
operations for 2021.

The following tables present revenues, by segment and by country, depreciation and amortization, (income) loss from equity
method investments, and capital expenditures by segment (in millions):

2021 2020 2019

Revenues by operating segment:
TH $ 3,342 $ 2,810 $ 3,344
BK 1,813 1,602 1,777
PLK 579 556 482
FHS 5 — —
Total $ 5,739 $ 4,968 $ 5,603

Revenues by country (a):

Canada $ 3,035 $ 2,546 $ 3,037
United States 2,005 1,889 1,930
Other 699 533 636
Total $ 5,739 $ 4,968 $ 5,603
Depreciation and amortization:
TH $ 132 $ 119 $ 112
BK 62 62 62
PLK 7 8 11
Total $ 201 $ 189 $ 185

(Income) loss from equity method investments:

TH $ (13) $ (4) $ (7)
BK 17 43 (4)
Total $ 4 $ 39 $ (11)
Capital expenditures:
TH $ 61 $ 92 $ 37
BK 34 18 20
PLK 11 7 5
Total $ 106 $ 117 $ 62

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(a) Only Canada and the United States represented 10% or more of our total revenues in each period presented.

Total assets by segment, and long-lived assets by segment and country are as follows (in millions):

Assets Long-Lived Assets

As of December 31, As of December 31,
2021 2020 2021 2020
By operating segment:
TH $ 13,995 $ 13,963 $ 1,963 $ 1,990
BK 4,946 5,334 1,137 1,128
PLK 2,563 2,525 141 131
FHS 1,103 — 4 —
Unallocated 639 955 — —
Total $ 23,246 $ 22,777 $ 3,245 $ 3,249
By country:
Canada $ 1,670 $ 1,685
United States 1,556 1,539
Other 19 25
Total $ 3,245 $ 3,249

Long-lived assets include property and equipment, net, finance and operating lease right of use assets, net and net investment in
property leased to franchisees. Only Canada and the United States represented 10% or more of our total long-lived assets as of
December 31, 2021 and December 31, 2020.

Our measure of segment income is Adjusted EBITDA. Adjusted EBITDA represents earnings (net income or loss) before
interest expense, net, loss on early extinguishment of debt, income tax (benefit) expense, and depreciation and amortization, adjusted
to exclude (i) the non-cash impact of share-based compensation and non-cash incentive compensation expense, (ii) (income) loss from
equity method investments, net of cash distributions received from equity method investments, (iii) other operating expenses (income),
net and, (iv) income/expenses from non-recurring projects and non-operating activities. For the periods referenced, this included (i)
non-recurring fees and expense incurred in connection with the Firehouse Subs acquisition consisting of professional fees and
compensation related expenses (“FHS Transaction costs”); (ii) costs from professional advisory and consulting services associated
with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movements, including
services related to significant tax reform legislation, regulations and related restructuring initiatives (“Corporate restructuring and tax
advisory fees”); and (iii) costs incurred in connection with the centralization and relocation of our Canadian and U.S. restaurant
support centers to new offices in Toronto, Ontario, and Miami, Florida, respectively, (“Office centralization and relocation costs”).

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Adjusted EBITDA is used by management to measure operating performance of the business, excluding these non-cash and
other specifically identified items that management believes are not relevant to management’s assessment of our operating
performance. A reconciliation of segment income to net income consists of the following (in millions):

2021 2020 2019

Segment income:
TH $ 997 $ 823 $ 1,122
BK 1,021 823 994
PLK 228 218 188
FHS 2 — —
Adjusted EBITDA 2,248 1,864 2,304
Share-based compensation and non-cash incentive compensation expense 102 84 74
FHS Transaction costs 18 — —
Corporate restructuring and tax advisory fees 16 16 31
Office centralization and relocation costs — — 6
Impact of equity method investments (a) 25 48 11
Other operating expenses (income), net 7 105 (10)
EBITDA 2,080 1,611 2,192
Depreciation and amortization 201 189 185
Income from operations 1,879 1,422 2,007
Interest expense, net 505 508 532
Loss on early extinguishment of debt 11 98 23
Income tax expense 110 66 341
Net income $ 1,253 $ 750 $ 1,111

(a) Represents (i) (income) loss from equity method investments and (ii) cash distributions received from our equity method
investments. Cash distributions received from our equity method investments are included in segment income.

Note 19. Subsequent Events

Dividends

On January 5, 2022, we paid a cash dividend of $0.53 per common share to common shareholders of record on December 21,
2021. On such date, Partnership also made a distribution in respect of each Partnership exchangeable unit in the amount of $0.53 per
exchangeable unit to holders of record on December 21, 2021.

On February 15, 2022, we announced that the board of directors had declared a cash dividend of $0.54 per common share for
the first quarter of 2022. The dividend will be paid on April 6, 2022 to common shareholders of record on March 23, 2022. Partnership
will also make a distribution in respect of each Partnership exchangeable unit in the amount of $0.54 per Partnership exchangeable
unit, and the record date and payment date for distributions on Partnership exchangeable units are the same as the record date and
payment date set forth above.

*****

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 GUARANTEE OF PERFORMANCE
For value received, Restaurant Brands International Inc., a Canadian corporation (the "Guarantor"),
located at 226 Wyecroft Road, Oakville, Ontario, L6K 3X7, Canada, absolutely and unconditionally guarantees
to assume the duties and obligations of Burger King Corporation, located at 5707 Blue Lagoon Drive, Miami,
Florida 33126 (the "Franchisor"), under its franchise registration in each state as identified in Item 21 of this
Franchise Disclosure Document, and under its Franchise Agreement identified in its 2022 Franchise Disclosure
Document, as it may be amended, and as that Franchise Agreement may be entered into with franchisees and
amended, modified or extended from time to time with residents of, or for locations in, those states. This guarantee
continues until all such obligations of the Franchisor under such franchise registrations and the Franchise
Agreement are satisfied or until the liability of Franchisor to such franchisees under the Franchise Agreement has
been completely discharged, whichever first occurs. The Guarantor is not discharged from liability if a claim by
a franchisee against the Franchisor remains outstanding. Notice of acceptance is waived. The Guarantor does not
waive receipt of notice of default on the part of the Franchisor. This guarantee is binding on the Guarantor and its
successors and assigns.

The Guarantor signs this guarantee at Miami, Florida on the ar day of March, 2022.

GUARANTOR:
RESTAURANT BRANDS
INTERNATIONAL INC.

».y
2
Name: Matthew Dunnigan
Title: Chief Financial Officer
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Management’s Report on Internal Control Over Financial Reporting

Management of Restaurant Brands International Inc. (“RBI”), the sole general partner of Restaurant Brands International Limited
Partnership (the “Partnership”), is responsible for the preparation, integrity and fair presentation of the consolidated financial
statements, related notes and other information included in this annual report. The consolidated financial statements were prepared in
accordance with accounting principles generally accepted in the United States of America and include certain amounts based on
management’s estimates and assumptions. Other financial information presented in the annual report is derived from the consolidated
financial statements.

Management is also responsible for establishing and maintaining adequate internal control over financial reporting, and for performing
an assessment of the effectiveness of internal control over financial reporting as of December 31, 2021. Internal control over financial
reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. Our system of internal control
over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of Partnership; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of Partnership are being made only in accordance with authorizations of management
and directors of RBI; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use
or disposition of Partnership’s assets that could have a material effect on the consolidated financial statements.

Management performed an assessment of the effectiveness of Partnership’s internal control over financial reporting as of
December 31, 2021 based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment and those criteria, management
determined that Partnership’s internal control over financial reporting was effective as of December 31, 2021.

The scope of management's assessment of the effectiveness of Partnership's internal control over financial reporting included all of
Partnership's consolidated operations except for the operations of FRG, LLC, which Partnership acquired in December 2021. FRG,
LLC operations represented $1,103 million of Partnership's consolidated total assets (which includes acquisition accounting
adjustments within the scope of the assessment) and $5 million of Partnership's consolidated total revenues as of and for the year
ended December 31, 2021.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The effectiveness of Partnership’s internal control over financial reporting as of December 31, 2021 has been audited by KPMG LLP,
Partnership’s independent registered public accounting firm, as stated in its report which is included herein.

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Report of Independent Registered Public Accounting Firm

To the Partners, Restaurant Brands International Limited Partnership, and Board of Directors,
Restaurant Brands International Inc., the sole general partner of Restaurant Brands International Limited Partnership:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Restaurant Brands International Limited Partnership
and subsidiaries (the “Partnership”) as of December 31, 2021 and 2020, the related consolidated statements of operations,
comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the
related notes (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present
fairly, in all material respects, the financial position of the Partnership as of December 31, 2021 and 2020, and the results of its
operations and its cash flows for each of the years in the three-year period ended December 31, 2021, in conformity with U.S.
generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the Partnership’s internal control over financial reporting as of December 31, 2021, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission,
and our report dated February 23, 2022 expressed an unqualified opinion on the effectiveness of the Partnership’s internal control over
financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining,
on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or
on the accounts or disclosures to which it relates.

Gross unrecognized tax benefits

As discussed in Notes 2 and 11 to the consolidated financial statements, the Partnership records a liability for unrecognized
tax benefits associated with uncertain tax positions. The Partnership recognizes tax benefits from tax positions only if there is
more than a 50% likelihood that the tax positions will be sustained upon examination by the taxing authorities, based on the
technical merits of the positions. As of December 31, 2021, the Partnership has recorded gross unrecognized tax benefits,
excluding associated interest and penalties, of $437 million.

We identified the assessment of gross unrecognized tax benefits resulting from certain tax planning strategies implemented
during the year as a critical audit matter. Identifying and determining uncertain tax positions arising from implementing tax
planning strategies involved a number of judgments and assumptions, which included complex considerations of tax law. As
a result, subjective and complex auditor judgment, including the involvement of tax professionals with specialized skills and
knowledge, was required to evaluate the Partnership’s interpretation of tax law and its determination of which tax positions
have more than a 50% likelihood of being sustained upon examination.

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The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and
tested the operating effectiveness of certain internal controls related to the Partnership’s gross unrecognized tax benefits
process, including controls related to 1) interpreting tax law, 2) identifying significant uncertain tax positions arising from tax
planning strategies that were implemented during the year, 3) evaluating the tax consequences of the related strategies, and 4)
evaluating which of the Partnership’s tax positions may not be sustained upon examination. In addition, we involved tax
professionals with specialized skills and knowledge, who assisted in:

• obtaining an understanding of the Partnership’s tax planning strategies

• evaluating the Partnership’s interpretation of the relevant tax laws by developing an independent assessment
• evaluating the Partnership’s identification of uncertain tax positions to assess the tax consequences of these related
tax positions
• performing an independent assessment of the Partnership’s tax positions and comparing our assessment to the
Partnership’s assessment.

(signed) KPMG LLP

We have served as the Partnership's auditor since 1989.

Miami, Florida
February 23, 2022

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Report of Independent Registered Public Accounting Firm

To the Partners, Restaurant Brands International Limited Partnership, and Board of Directors,
Restaurant Brands International Inc., the sole general partner of Restaurant Brands International Limited Partnership:

Opinion on Internal Control over Financial Reporting

We have audited Restaurant Brands International Limited Partnership and subsidiaries’ (the “Partnership”) internal control over
financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Partnership maintained, in all
material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal
Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the consolidated balance sheets of the Partnership as of December 31, 2021 and 2020, the related consolidated statements
of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31,
2021, and the related notes (collectively, the “consolidated financial statements”), and our report dated February 23, 2022 expressed an
unqualified opinion on those consolidated financial statements.

The Partnership acquired FRG, LLC during 2021, and management excluded from its assessment of the effectiveness of the
Partnership’s internal control over financial reporting as of December 31, 2021, FRG, LLC's internal control over financial reporting
associated with total assets of $1,103 million and total revenues of $5 million included in the consolidated financial statements of the
Partnership as of and for the year ended December 31, 2021. Our audit of internal control over financial reporting of the Partnership
also excluded an evaluation of the internal control over financial reporting of FRG, LLC.

Basis for Opinion

The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal
Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial
reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

(signed) KPMG LLP

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Miami, Florida
February 23, 2022

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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Balance Sheets
(In millions of U.S. dollars, except unit data)
As of December 31,
2021 2020
ASSETS
Current assets:
Cash and cash equivalents $ 1,087 $ 1,560
Accounts and notes receivable, net of allowance of $18 and $42, respectively 547 536
Inventories, net 96 96
Prepaids and other current assets 86 72
Total current assets 1,816 2,264
Property and equipment, net of accumulated depreciation and amortization of $979 and $879,
respectively 2,035 2,031
Operating lease assets, net 1,130 1,152
Intangible assets, net 11,417 10,701
Goodwill 6,006 5,739
Net investment in property leased to franchisees 80 66
Other assets, net 762 824
Total assets $ 23,246 $ 22,777
LIABILITIES AND EQUITY
Current liabilities:
Accounts and drafts payable $ 614 $ 464
Other accrued liabilities 947 835
Gift card liability 221 191
Current portion of long-term debt and finance leases 96 111
Total current liabilities 1,878 1,601
Long-term debt, net of current portion 12,916 12,397
Finance leases, net of current portion 333 315
Operating lease liabilities, net of current portion 1,070 1,082
Other liabilities, net 1,822 2,236
Deferred income taxes, net 1,374 1,425
Total liabilities 19,393 19,056
Commitments and contingencies (Note 17)
Partners’ capital:
Class A common units - 202,006,067 units issued and outstanding at December 31, 2021 and
December 31, 2020 8,421 7,994
Partnership exchangeable units - 144,993,458 units issued and outstanding at December 31, 2021;
155,113,338 units issued and outstanding at December 31, 2020 (3,547) (3,002)
Accumulated other comprehensive income (loss) (1,024) (1,275)
Total Partners’ capital 3,850 3,717
Noncontrolling interests 3 4
Total equity 3,853 3,721
Total liabilities and equity $ 23,246 $ 22,777

See accompanying notes to consolidated financial statements.

Approved on behalf of the Board of Directors of Restaurant Brands International Inc., as general partner of Restaurant Brands
International Limited Partnership:

By: /s/ Daniel Schwartz By: /s/ Ali Hedayat

Daniel Schwartz, Co-Chairman of Restaurant Brands Ali Hedayat, Director of Restaurant Brands
International Inc. International Inc.

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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Statements of Operations
(In millions of U.S. dollars, except per unit data)

2021 2020 2019

Revenues:
Sales $ 2,378 $ 2,013 $ 2,362
Franchise and property revenues 2,452 2,121 2,381
Advertising revenues 909 834 860
Total revenues 5,739 4,968 5,603
Operating costs and expenses:
Cost of sales 1,890 1,610 1,813
Franchise and property expenses 489 515 533
Advertising expenses 962 870 865
General and administrative expenses 508 407 406
(Income) loss from equity method investments 4 39 (11)
Other operating expenses (income), net 7 105 (10)
Total operating costs and expenses 3,860 3,546 3,596
Income from operations 1,879 1,422 2,007
Interest expense, net 505 508 532
Loss on early extinguishment of debt 11 98 23
Income before income taxes 1,363 816 1,452
Income tax expense 110 66 341
Net income 1,253 750 1,111
Net income attributable to noncontrolling interests 4 2 2
Net income attributable to common unitholders $ 1,249 $ 748 $ 1,109
Earnings per unit - basic and diluted (Note 3):
Class A common units $ 4.15 $ 2.41 $ 3.18
Partnership exchangeable units $ 2.72 $ 1.62 $ 2.40
Weighted average units outstanding - basic and diluted (in millions) (Note 3):
Class A common units 202 202 202
Partnership exchangeable units 151 162 194

See accompanying notes to consolidated financial statements.

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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss)
(In millions of U.S. dollars)

2021 2020 2019

Net income $ 1,253 $ 750 $ 1,111

Foreign currency translation adjustment (67) 332 409

Net change in fair value of net investment hedges, net of tax of $15, $60, and $32 111 (242) (86)
Net change in fair value of cash flow hedges, net of tax of $(36), $91, and $29 96 (244) (77)
Amounts reclassified to earnings of cash flow hedges, net of tax of $(36), $(27), and
$(6) 96 73 15
Gain (loss) recognized on defined benefit pension plans and other items, net of tax of
$(3), $3, and $1 15 (16) (2)
Other comprehensive income (loss) 251 (97) 259
Comprehensive income (loss) 1,504 653 1,370
Comprehensive income (loss) attributable to noncontrolling interests 4 2 2
Comprehensive income (loss) attributable to common unitholders $ 1,500 $ 651 $ 1,368

See accompanying notes to consolidated financial statements.

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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Statements of Equity
(In millions of U.S. dollars, except unit data)

Class A Partnership Accumulated

Common Units Exchangeable units Other
Comprehensive Noncontrolling
Units Amount Units Amount Income (Loss) Interests Total

Balances at December 31, 2018 202,006,067 $ 4,323 207,523,591 $ 730 $ (1,437) $ 2 $ 3,618
Cumulative effect adjustment (Note 9) — 12 — 9 — — 21
Distributions declared on Class A common units ($2.70 per
unit) — (545) — — — — (545)
Distributions declared on partnership exchangeable units
($2.00 per unit) — — — (382) — — (382)
Exchange of Partnership exchangeable units for RBI
common shares — 3,176 (42,016,392) (3,176) — — —
Repurchase of Partnership exchangeable units — — — — — — —
Capital contribution from RBI Inc. — 177 — — — — 177
Restaurant VIE distributions — — — — — — —
Net income — 643 — 466 — 2 1,111
Other comprehensive income (loss) — — — — 259 — 259
Balances at December 31, 2019 202,006,067 $ 7,786 165,507,199 $ (2,353) $ (1,178) $ 4 $ 4,259
Distributions declared on Class A common units ($3.12 per
unit) — (631) — — — — (631)
Distributions declared on partnership exchangeable units
($2.08 per unit) — — — (336) — — (336)
Exchange of Partnership exchangeable units for RBI
common shares — 195 (3,636,169) (195) — — —
Repurchase of Partnership exchangeable units — — (6,757,692) (380) — — (380)
Capital contribution from RBI Inc. — 158 — — — — 158
Restaurant VIE distributions — — — — — (2) (2)
Net income — 486 — 262 — 2 750
Other comprehensive income (loss) — — — — (97) — (97)
Balances at December 31, 2020 202,006,067 $ 7,994 155,113,338 $ (3,002) $ (1,275) $ 4 $ 3,721
Distributions declared on Class A common units ($3.26 per
unit) — (658) — — — — (658)
Distributions declared on partnership exchangeable units
($2.12 per unit) — — — (318) — — (318)
Exchange of Partnership exchangeable units for RBI
common shares — 638 (10,119,880) (638) — — —
Distribution to RBI for repurchase of RBI common shares — (551) — — — — (551)
Capital contribution from RBI Inc. — 160 — — — — 160
Restaurant VIE distributions — — — — — (5) (5)
Net income — 838 — 411 — 4 1,253
Other comprehensive income (loss) — — — — 251 — 251
Balances at December 31, 2021 202,006,067 $ 8,421 144,993,458 $ (3,547) $ (1,024) $ 3 $ 3,853

See accompanying notes to consolidated financial statements.

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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Statements of Cash Flows
(In millions of U.S. dollars)

2021 2020 2019

Cash flows from operating activities:
Net income $ 1,253 $ 750 $ 1,111
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 201 189 185
Premiums paid and non-cash loss on early extinguishment of debt 11 97 16
Amortization of deferred financing costs and debt issuance discount 27 26 29
(Income) loss from equity method investments 4 39 (11)
Loss (gain) on remeasurement of foreign denominated transactions (76) 100 (14)
Net (gains) losses on derivatives 87 32 (49)
Share-based compensation and non-cash incentive compensation expense 102 84 74
Deferred income taxes (5) (208) 58
Other (16) 28 6
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable 8 (30) (53)
Inventories and prepaids and other current assets 12 (10) (15)
Accounts and drafts payable 149 (183) 112
Other accrued liabilities and gift card liability 67 6 (57)
Tenant inducements paid to franchisees (20) (22) (54)
Other long-term assets and liabilities (78) 23 138
Net cash provided by operating activities 1,726 921 1,476
Cash flows from investing activities:
Payments for property and equipment (106) (117) (62)
Net proceeds from disposal of assets, restaurant closures and refranchisings 16 12 8
Net payment for purchase of Firehouse Subs, net of cash acquired (1,004) — —
Settlement/sale of derivatives, net 5 33 24
Other investing activities, net (14) (7) —
Net cash used for investing activities (1,103) (79) (30)
Cash flows from financing activities:
Proceeds from revolving line of credit and long-term debt 1,335 5,235 2,250
Repayments of revolving line of credit, long-term debt and finance leases (889) (4,708) (2,266)
Payment of financing costs (19) (43) (50)
Distributions on Class A common and Partnership exchangeable units (974) (959) (901)
Repurchase of Partnership exchangeable units — (380) —
Distributions to RBI for repurchase of RBI common shares (551) — —
Capital contribution from RBI 60 82 102
(Payments) proceeds from derivatives (51) (46) 23
Other financing activities, net (4) (2) —
Net cash used for financing activities (1,093) (821) (842)
Effect of exchange rates on cash and cash equivalents (3) 6 16
Increase (decrease) in cash and cash equivalents (473) 27 620
Cash and cash equivalents at beginning of period 1,560 1,533 913
Cash and cash equivalents at end of period $ 1,087 $ 1,560 $ 1,533
Supplemental cash flow disclosures:
Interest paid $ 404 $ 463 $ 584
Income taxes paid $ 256 $ 267 $ 248

See accompanying notes to consolidated financial statements.

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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 1. Description of Business and Organization

Description of Business
Restaurant Brands International Limited Partnership (“Partnership”, “we”, “us” or “our”) is a Canadian limited partnership. On
December 15, 2021 we acquired FRG, LLC (“Firehouse Subs”). We franchise and operate quick service restaurants serving premium
coffee and other beverage and food products under the Tim Hortons® brand (“Tim Hortons” or “TH”), fast food hamburgers
principally under the Burger King® brand (“Burger King” or “BK”), chicken under the Popeyes® brand (“Popeyes” or “PLK”) and
sandwiches under the Firehouse Subs® brand (“Firehouse” or “FHS”). We are one of the world’s largest quick service restaurant, or
QSR, companies as measured by total number of restaurants. As of December 31, 2021, we franchised or owned 5,291 Tim Hortons
restaurants, 19,247 Burger King restaurants, 3,705 Popeyes restaurants, and 1,213 Firehouse restaurants, for a total of 29,456
restaurants, and operate in more than 100 countries. Approximately 100% of current system-wide restaurants are franchised.

We are a subsidiary of Restaurant Brands International Inc. (“RBI”). RBI is our sole general partner, and as such, RBI has the
exclusive right, power and authority to manage, control, administer and operate the business and affairs and to make decisions
regarding the undertaking and business of Partnership in accordance with the partnership agreement of Partnership (“partnership
agreement”) and applicable laws.

All references to “$” or “dollars” are to the currency of the United States unless otherwise indicated. All references to “Canadian
dollars” or “C$” are to the currency of Canada unless otherwise indicated.

Note 2. Significant Accounting Policies

Fiscal Year

We operate on a monthly calendar, with a fiscal year that ends on December 31. TH, BK and PLK operate on the same fiscal
year. The fiscal year of FHS ends on the Sunday on or before December 31 which was December 26, 2021.

Basis of Presentation

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United
States (“GAAP”) and related rules and regulations of the U.S. Securities and Exchange Commission requires our management to make
estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of
contingent assets and liabilities. Actual results could differ from these estimates.

Principles of Consolidation

The consolidated financial statements (the "Financial Statements") include our accounts and the accounts of entities in which we
have a controlling financial interest, the usual condition of which is ownership of a majority voting interest. All material intercompany
balances and transactions have been eliminated in consolidation. Investments in other affiliates that are owned 50% or less where we
have significant influence are accounted for by the equity method.

We also consider for consolidation entities in which we have certain interests, where the controlling financial interest may be
achieved through arrangements that do not involve voting interests. Such an entity, known as a variable interest entity (“VIE”), is
required to be consolidated by its primary beneficiary. The primary beneficiary is the entity that possesses the power to direct the
activities of the VIE that most significantly impact its economic performance and has the obligation to absorb losses or the right to
receive benefits from the VIE that are significant to it. Our maximum exposure to loss resulting from involvement with VIEs is
attributable to accounts and notes receivable balances, investment balances, outstanding loan guarantees and future lease payments,
where applicable.

As our franchise and master franchise arrangements provide the franchise and master franchise entities the power to direct the
activities that most significantly impact their economic performance, we do not consider ourselves the primary beneficiary of any such
entity that might be a VIE.

Tim Hortons has historically entered into certain arrangements in which an operator acquires the right to operate a restaurant,
but Tim Hortons owns the restaurant’s assets. In these arrangements, Tim Hortons has the ability to determine which operators
manage the restaurants and for what duration. We perform an analysis to determine if the legal entity in which operations are
conducted is a VIE and consolidate a VIE entity if we also determine Tim Hortons is the entity’s primary beneficiary (“Restaurant

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VIEs”). As of December 31, 2021 and 2020, we determined that we are the primary beneficiary of 46 and 38 Restaurant VIEs,
respectively, and accordingly, have consolidated the results of operations, assets and liabilities, and cash flows of these Restaurant
VIEs in our Financial Statements.

Assets and liabilities related to consolidated VIEs are not significant to our total consolidated assets and liabilities. Liabilities
recognized as a result of consolidating these VIEs do not necessarily represent additional claims on our general assets; rather, they
represent claims against the specific assets of the consolidated VIEs. Conversely, assets recognized as a result of consolidating these
VIEs do not represent additional assets that could be used to satisfy claims by our creditors as they are not legally included within our
general assets.

Reclassifications

Certain prior year amounts in the accompanying consolidated financial statements and notes to the consolidated financial
statements have been reclassified in order to be comparable with the current year classifications. These consist of the 2020 and 2019
reclassification of advertising fund contributions from Franchise and property revenues to Advertising revenues and advertising fund
expenses from Selling, general and administrative expenses to Advertising expenses, with General and administrative expenses now
presented separately. Depreciation and amortization expenses related to the advertising funds for 2020 and 2019 have also been
reclassified from Franchise and property expenses to Advertising expenses. These reclassifications did not arise as a result of any
changes to accounting policies and relate entirely to presentation with no effect on previously reported net income.

Foreign Currency Translation and Transaction Gains and Losses

Our functional currency is the U.S. dollar, since our term loans and senior secured notes are denominated in U.S. dollars. The
functional currency of each of our operating subsidiaries is generally the currency of the economic environment in which the
subsidiary primarily does business. Our foreign subsidiaries’ financial statements are translated into U.S. dollars using the foreign
exchange rates applicable to the dates of the financial statements. Assets and liabilities are translated using the end-of-period spot
foreign exchange rates. Income, expenses and cash flows are translated at the average foreign exchange rates for each period. Equity
accounts are translated at historical foreign exchange rates. The effects of these translation adjustments are reported as a component of
accumulated other comprehensive income (loss) (“AOCI”) in the consolidated statements of equity.

For any transaction that is denominated in a currency different from the entity’s functional currency, we record a gain or loss
based on the difference between the foreign exchange rate at the transaction date and the foreign exchange rate at the transaction
settlement date (or rate at period end, if unsettled) which is included within other operating expenses (income), net in the consolidated
statements of operations.

Cash and Cash Equivalents

All highly liquid investments with original maturities of three months or less and credit card receivables are considered cash
equivalents.

Inventories

Inventories are carried at the lower of cost or net realizable value and consist primarily of raw materials such as green coffee
beans and finished goods such as new equipment, parts, paper supplies and restaurant food items. The moving average method is used
to determine the cost of raw materials and finished goods inventories held for sale to Tim Hortons franchisees.

Property and Equipment, net

We record property and equipment at historical cost less accumulated depreciation and amortization, which is recognized using
the straight-line method over the following estimated useful lives: (i) buildings and improvements – up to 40 years; (ii) restaurant
equipment – up to 17 years; (iii) furniture, fixtures and other – up to 10 years; and (iv) manufacturing equipment – up to 25 years.
Leasehold improvements to properties where we are the lessee are amortized over the lesser of the remaining term of the lease or the
estimated useful life of the improvement.

Major improvements are capitalized, while maintenance and repairs are expensed when incurred.

Leases

In all leases, whether we are the lessor or lessee, we define lease term as the noncancellable term of the lease plus any renewals
covered by renewal options that are reasonably certain of exercise based on our assessment of the economic factors relevant to the
lessee. The noncancellable term of the lease commences on the date the lessor makes the underlying property in the lease available to
the lessee, irrespective of when lease payments begin under the contract.

Lessor Accounting

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We recognize lease payments for operating leases as property revenue on a straight-line basis over the lease term, and property
revenue is presented net of any related sales tax. Lease incentive payments we make to lessees are amortized as a reduction in property
revenue over the lease term. We account for reimbursements of maintenance and property tax costs paid to us by lessees as property
revenue.

We also have net investments in properties leased to franchisees, which meet the criteria of sales-type leases or met the criteria
of direct financing leases under the previous accounting guidance. Investments in sales-type leases and direct financing leases are
recorded on a net basis. Profit or loss on sales-type leases is recognized at lease commencement and recorded in other operating
expenses (income), net. Unearned income on direct financing leases is deferred, included in the net investment in the lease, and
recognized over the lease term yielding a constant periodic rate of return on the net investment in the lease.

We recognize variable lease payment income in the period when changes in facts and circumstances on which the variable lease
payments are based occur.

Lessee Accounting

In leases where we are the lessee, we recognize a right-of-use (“ROU”) asset and lease liability at lease commencement, which
are measured by discounting lease payments using our incremental borrowing rate as the discount rate. We determine the incremental
borrowing rate applicable to each lease by reference to our outstanding secured borrowings and implied spreads over the risk-free
discount rates that correspond to the term of each lease, as adjusted for the currency of the lease. Subsequent amortization of the ROU
asset and accretion of the lease liability for an operating lease is recognized as a single lease cost, on a straight-line basis, over the
lease term. Reductions of the ROU asset and the change in the lease liability are included in changes in Other long-term assets and
liabilities in the Consolidated Statement of Cash Flows.

A finance lease ROU asset is depreciated on a straight-line basis over the lesser of the useful life of the leased asset or lease
term. Interest on each finance lease liability is determined as the amount that results in a constant periodic discount rate on the
remaining balance of the liability. Operating lease and finance lease ROU assets are assessed for impairment in accordance with our
long-lived asset impairment policy.

We reassess lease classification and remeasure ROU assets and lease liabilities when a lease is modified and that modification is
not accounted for as a separate contract or upon certain other events that require reassessment. Maintenance and property tax expenses
are accounted for on an accrual basis as variable lease cost.

We recognize variable lease cost in the period when changes in facts and circumstances on which the variable lease payments
are based occur.

Goodwill and Intangible Assets Not Subject to Amortization

Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed in connection
with the acquisition of Firehouse Subs in 2021, the acquisition of Popeyes in 2017, the acquisition of Tim Hortons in 2014 and the
acquisition of Burger King Holdings, Inc. by 3G Capital Partners Ltd. in 2010. Our indefinite-lived intangible assets consist of the Tim
Hortons brand, the Burger King brand, the Popeyes brand and the Firehouse Subs brand (each a “Brand” and together, the “Brands”).
Goodwill and the Brands are tested for impairment at least annually as of October 1 of each year and more often if an event occurs or
circumstances change which indicate impairment might exist. Our annual impairment tests of goodwill and the Brands may be
completed through qualitative assessments. We may elect to bypass the qualitative assessment and proceed directly to a quantitative
impairment test for any reporting unit or Brand in any period. We can resume the qualitative assessment for any reporting unit or
Brand in any subsequent period.

Under a qualitative approach, our impairment review for goodwill consists of an assessment of whether it is more-likely-than-not
that a reporting unit’s fair value is less than its carrying amount. If we elect to bypass the qualitative assessment for any reporting unit,
or if a qualitative assessment indicates it is more-likely-than-not that the estimated carrying value of a reporting unit exceeds its fair
value, we perform a quantitative goodwill impairment test that requires us to estimate the fair value of the reporting unit. If the fair
value of the reporting unit is less than its carrying amount, we will measure any goodwill impairment loss as the amount by which the
carrying amount of a reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit.

Under a qualitative approach, our impairment review for the Brands consists of an assessment of whether it is more-likely-than-
not that a Brand’s fair value is less than its carrying amount. If we elect to bypass the qualitative assessment for a Brand, or if a
qualitative assessment indicates it is more-likely-than-not that the estimated carrying value of a Brand exceeds its fair value, we
estimate the fair value of the Brand and compare it to its carrying amount. If the carrying amount exceeds fair value, an impairment
loss is recognized in an amount equal to that excess.

We completed our impairment tests for goodwill and the Brands as of October 1, 2021, 2020 and 2019 and no impairment
resulted.

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Long-Lived Assets

Long-lived assets, such as property and equipment, intangible assets subject to amortization and lease right-of-use assets, are
tested for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset or asset group may
not be recoverable. Some of the events or changes in circumstances that would trigger an impairment review include, but are not
limited to, bankruptcy proceedings or other significant financial distress of a lessee; significant negative industry or economic trends;
knowledge of transactions involving the sale of similar property at amounts below the carrying value; or our expectation to dispose of
long-lived assets before the end of their estimated useful lives. The impairment test for long-lived assets requires us to assess the
recoverability of long-lived assets by comparing their net carrying value to the sum of undiscounted estimated future cash flows
directly associated with and arising from use and eventual disposition of the assets or asset group. Long-lived assets are grouped for
recognition and measurement of impairment at the lowest level for which identifiable cash flows are largely independent of the cash
flows of other assets. If the net carrying value of a group of long-lived assets exceeds the sum of related undiscounted estimated future
cash flows, we record an impairment charge equal to the excess, if any, of the net carrying value over fair value.

Other Comprehensive Income (Loss)

Other comprehensive income (loss) (“OCI”) refers to revenues, expenses, gains and losses that are included in comprehensive
income (loss), but are excluded from net income (loss) as these amounts are recorded directly as an adjustment to equity, net of tax.
Our other comprehensive income (loss) is primarily comprised of unrealized gains and losses on foreign currency translation
adjustments and unrealized gains and losses on hedging activity, net of tax.

Derivative Financial Instruments

We recognize and measure all derivative instruments as either assets or liabilities at fair value in the consolidated balance sheets.
We may enter into derivatives that are not designated as hedging instruments for accounting purposes, but which largely offset the
economic impact of certain transactions.

Gains or losses resulting from changes in the fair value of derivatives are recognized in earnings or recorded in other
comprehensive income (loss) and recognized in the consolidated statements of operations when the hedged item affects earnings,
depending on the purpose of the derivatives and whether they qualify for, and we have applied, hedge accounting treatment.

When applying hedge accounting, we designate at a derivative’s inception, the specific assets, liabilities or future commitments
being hedged, and assess the hedge’s effectiveness at inception and on an ongoing basis. We discontinue hedge accounting when:
(i) we determine that the cash flow derivative is no longer effective in offsetting changes in the cash flows of a hedged item; (ii) the
derivative expires or is sold, terminated or exercised; (iii) it is no longer probable that the forecasted transaction will occur; or
(iv) management determines that designation of the derivatives as a hedge instrument is no longer appropriate. We do not enter into or
hold derivatives for speculative purposes.

Disclosures about Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants in the principal market, or if none exists, the most advantageous market, for the specific asset or liability
at the measurement date (the exit price). The fair value is based on assumptions that market participants would use when pricing the
asset or liability. The fair values are assigned a level within the fair value hierarchy, depending on the source of the inputs into the
calculation, as follows:

Level 1 Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or
indirectly.

Level 3 Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

The carrying amounts for cash and cash equivalents, accounts and notes receivable and accounts and drafts payable approximate
fair value based on the short-term nature of these amounts.

We carry all of our derivatives at fair value and value them using various pricing models or discounted cash flow analysis that
incorporate observable market parameters, such as interest rate yield curves and currency rates, which are Level 2 inputs. Derivative
valuations incorporate credit risk adjustments that are necessary to reflect the probability of default by the counterparty or us. For
disclosures about the fair value measurements of our derivative instruments, see Note 12, Derivative Instruments.

The following table presents the fair value of our variable rate term debt and senior notes, estimated using inputs based on bid
and offer prices that are Level 2 inputs, and principal carrying amount (in millions):

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As of December 31,
2021 2020
Fair value of our variable term debt and senior notes $ 12,851 $ 12,477
Principal carrying amount of our variable term debt and senior notes 12,943 12,453

The determinations of fair values of certain tangible and intangible assets for purposes of the application of the acquisition
method of accounting to the acquisition of Firehouse Subs were based on Level 3 inputs. The determination of fair values of our
reporting units and the determination of the fair value of the Brands for impairment testing using a quantitative approach during 2020
and 2019 were based upon Level 3 inputs.

Revenue Recognition

Sales

Sales consist primarily of supply chain sales, which represent sales of products, supplies and restaurant equipment to franchisees,
as well as sales to retailers and are presented net of any related sales tax. Orders placed by customers specify the goods to be delivered
and transaction prices for supply chain sales. Revenue is recognized upon transfer of control over ordered items, generally upon
delivery to the customer, which is when the customer obtains physical possession of the goods, legal title is transferred, the customer
has all risks and rewards of ownership and an obligation to pay for the goods is created. Shipping and handling costs associated with
outbound freight for supply chain sales are accounted for as fulfillment costs and classified as cost of sales.

To a much lesser extent, sales also include Company restaurant sales (including Restaurant VIEs), which consist of sales to
restaurant guests. Revenue from Company restaurant sales is recognized at the point of sale. Taxes assessed by a governmental
authority that we collect are excluded from revenue.

Franchise revenues and advertising revenues

Franchise revenues and advertising revenues consist primarily of royalties, advertising fund contributions, initial and renewal
franchise fees and upfront fees from development agreements and master franchise and development agreements (“MFDAs”). Under
franchise agreements, we provide franchisees with (i) a franchise license, which includes a license to use our intellectual property and,
in those markets where our subsidiaries manage an advertising fund, advertising and promotion management, (ii) pre-opening
services, such as training and inspections, and (iii) ongoing services, such as development of training materials and menu items and
restaurant monitoring and inspections. The services we provide under franchise agreements are highly interrelated and dependent upon
the franchise license and we concluded the services do not represent individually distinct performance obligations. Consequently, we
bundle the franchise license performance obligation and promises to provide services into a single performance obligation, which we
satisfy by providing a right to use our intellectual property over the term of each franchise agreement.

Royalties, including franchisee contributions to advertising funds managed by our subsidiaries, are calculated as a percentage of
franchise restaurant sales over the term of the franchise agreement. Under our franchise agreements, advertising contributions received
from franchisees must be spent on advertising, product development, marketing and related activities. Initial and renewal franchise
fees are payable by the franchisee upon a new restaurant opening or renewal of an existing franchise agreement. Our franchise
agreement royalties, inclusive of advertising fund contributions, represent sales-based royalties that are related entirely to our
performance obligation under the franchise agreement and are recognized as franchise sales occur. We separately classify advertising
fund contributions in Advertising revenues while all other franchise revenues are classified in Franchise and property revenues.
Additionally, initial and renewal franchise fees are recognized as revenue on a straight-line basis over the term of the respective
agreement. Our performance obligation under development agreements other than MFDAs generally consists of an obligation to grant
exclusive development rights over a stated term. These development rights are not distinct from franchise agreements, so upfront fees
paid by franchisees for exclusive development rights are deferred and apportioned to each franchise restaurant opened by the
franchisee. The pro rata amount apportioned to each restaurant is accounted for as an initial franchise fee.

We have a distinct performance obligation under our MFDAs to grant subfranchising rights over a stated term. Under the terms
of MFDAs, we typically either receive an upfront fee paid in cash and/or receive noncash consideration in the form of an equity
interest in the master franchisee or an affiliate of the master franchisee. We account for noncash consideration as investments in the
applicable equity method investee and recognize revenue in an amount equal to the fair value of the equity interest received. Upfront
fees from master franchisees, including the fair value of noncash consideration, are deferred and amortized over the MFDA term on a
straight-line basis. We may recognize unamortized upfront fees when a contract with a franchisee or master franchisee is modified and
is accounted for as a termination of the existing contract.

The portion of gift cards sold to customers which are never redeemed is commonly referred to as gift card breakage. We
recognize gift card breakage income proportionately as each gift card is redeemed using an estimated breakage rate based on our
historical experience.

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Property revenues

Property revenues consists of rental income from properties we lease or sublease to franchisees. Property revenues are
accounted for in accordance with applicable accounting guidance for leases and are excluded from the scope of revenue recognition
guidance.

Advertising and Promotional Costs

Company restaurants and franchise restaurants contribute to advertising funds that our subsidiaries manage in the United States
and Canada and certain other international markets. The advertising funds expense the production costs of advertising when the
advertisements are first aired or displayed. All other advertising and promotional costs are expensed in the period incurred. Under our
franchise agreements, advertising contributions received from franchisees must be spent on advertising, product development,
marketing and related activities. The advertising contributions by Company restaurants (including Restaurant VIEs) are eliminated in
consolidation.

Deferred Financing Costs

Deferred financing costs are amortized over the term of the related debt agreement into interest expense using the effective
interest method.

Income Taxes

Amounts in the Financial Statements related to income taxes are calculated using the principles of ASC Topic 740, Income
Taxes. Under these principles, deferred tax assets and liabilities reflect the impact of temporary differences between the amounts of
assets and liabilities recognized for financial reporting purposes and the amounts recognized for tax purposes, as well as tax credit
carry-forwards and loss carry-forwards. These deferred taxes are measured by applying currently enacted tax rates. A deferred tax
asset is recognized when it is considered more-likely-than-not to be realized. The effects of changes in tax rates on deferred tax assets
and liabilities are recognized in income in the year in which the law is enacted. A valuation allowance reduces deferred tax assets
when it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized.

We recognize positions taken or expected to be taken in a tax return in the Financial Statements when it is more-likely-than-not
(i.e., a likelihood of more than 50%) that the position would be sustained upon examination by tax authorities. A recognized tax
position is then measured at the largest amount of benefit with greater than 50% likelihood of being realized upon ultimate settlement.

Translation gains and losses resulting from the remeasurement of foreign deferred tax assets or liabilities denominated in a
currency other than the functional currency are classified as other operating expenses (income), net in the consolidated statements of
operations.

Share-based Compensation

Compensation expense related to the issuance of share-based awards to our employees is measured at fair value on the grant
date. We use the Black-Scholes option pricing model to value stock options. The fair value of restricted stock units is based on the
closing price of our stock at the award date. If applicable, RBI's total shareholder return relative to our peer group is incorporated into
the underlying assumptions using a Monte Carlo simulation valuation model to calculate grant date fair value for performance based
awards with a market condition. The compensation expense for awards that vest over a future service period is recognized over the
requisite service period on a straight-line basis, adjusted for estimated forfeitures of awards that are not expected to vest. We use
historical data to estimate forfeitures for share-based awards. Upon the end of the service period, compensation expense is adjusted to
account for the actual forfeiture rate. The compensation expense for awards that contain performance conditions is recognized when it
is probable that the performance conditions will be achieved.

New Accounting Pronouncements

Simplifying the Accounting for Income Taxes – In December 2019, the FASB issued guidance which simplifies the accounting
for income taxes by removing certain exceptions and by clarifying and amending existing guidance applicable to accounting for
income taxes. The amendment is effective commencing in 2021 with early adoption permitted. The adoption of this new guidance in
2021 did not have a material impact on our Financial Statements.

Accounting Relief for the Transition Away from LIBOR and Certain other Reference Rates – In March 2020 and as clarified in
January 2021, the FASB issued guidance which provides optional expedients and exceptions for applying U.S. GAAP to contracts,
hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of
reference rate reform. This amendment is effective as of March 12, 2020 through December 31, 2022. The expedients and exceptions
provided by this new guidance do not apply to contract modifications made and hedging relationships entered into or evaluated after
December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional

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expedients for and that are retained through the end of the hedging relationships. During the third quarter of 2021, we adopted certain
of the expedients as it relates to hedge accounting as certain of our debt agreements and hedging relationships bear interest at variable
rates, primarily U.S. dollar LIBOR. The adoption of and future elections under this new guidance did not and are not expected to have
a material impact on our Financial Statements. We will continue to monitor the discontinuance of LIBOR on our debt agreements and
hedging relationships.

Lessors—Certain Leases with Variable Lease Payments – In July 2021, the FASB issued guidance that requires lessors to
classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if
(a) the lease would have been classified as a sales-type lease or a direct financing lease in accordance with lease classification criteria
and (b) the lessor would have otherwise recognized a day-one loss. This amendment is effective in 2022 with early adoption permitted.
This guidance may be applied either retrospectively to leases that commenced or were modified on or after the adoption of lease
guidance we adopted in 2019 or prospectively to leases that commence or are modified on or after the date that this new guidance is
applied. We do not expect that the adoption of this new guidance will have a material impact on our Financial Statements.

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers-– In October 2021, the FASB issued
guidance which requires contract assets and contract liabilities (i.e., unearned revenue) acquired in a business combination to be
recognized and measured in accordance with revenue from contracts with customers guidance. Currently, we recognize contract assets
and contract liabilities at the acquisition date based on fair value estimates, which historically has resulted in a reduction to unearned
revenue on the balance sheet, and therefore, a reduction to revenues that would have otherwise been recorded as an independent entity.
This guidance is effective for interim and annual periods beginning after December 15, 2022 on a prospective basis, with early
adoption permitted. During the fourth quarter of 2021, we adopted this guidance which did not have a material impact on our Financial
Statements.

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Note 3. Firehouse Acquisition

On December 15, 2021, we completed the acquisition of Firehouse Subs (the “Firehouse Acquisition”) which complements
RBI's existing portfolio. Like RBI's other brands, the Firehouse Subs brand is managed independently, while benefiting from the
global scale and resources of RBI. The Firehouse Acquisition was accounted for as a business combination using the acquisition
method of accounting.

Total consideration in connection with the Firehouse Acquisition was $1,033 million, subject to post-closing adjustments. The
consideration was funded through cash on hand and $533 million of incremental borrowings under our Term Loan Facility - See Note
9, Long-Term Debt.

Fees and expenses related to the Firehouse Acquisition and related financings (“FHS Transaction costs”) totaled $18 million,
consisting primarily of professional fees and compensation related expenses which are classified as general and administrative
expenses in the accompanying consolidated statements of operations.

The preliminary allocation of consideration to the net tangible and intangible assets acquired is presented in the table below (in
millions):

December 15, 2021

Total current assets $ 21
Property and equipment 4
Firehouse Subs brand 768
Total liabilities (13)
Total identifiable net assets 780
Goodwill 253
Total consideration $ 1,033

The purchase price allocation reflects preliminary fair value estimates based on management's analysis, including preliminary
work performed by third-party valuation specialists. We will continue to obtain information to assist in determining the fair value of
net assets acquired during the measurement period.

The Firehouse Subs brand has been assigned an indefinite life and, therefore, will not be amortized, but rather tested annually
for impairment. Goodwill attributable to the Firehouse Acquisition will be amortized and deductible for tax purposes. Goodwill is
considered to represent the value associated with the workforce and synergies anticipated to be realized as a combined company. We
have not yet allocated goodwill related to the Firehouse Acquisition to reporting units for goodwill impairment testing purposes.
Goodwill will be allocated to reporting units when the purchase price allocation is finalized during the measurement period.

The results of operations of Firehouse Subs have been included in our consolidated financial statements from the acquisition
date of December 15, 2021 through December 26, 2021, the fiscal year end for FHS. The Firehouse Acquisition is not material to our
consolidated financial statements, and therefore, supplemental pro forma financial information related to the acquisition is not
included herein.

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Note 4. Earnings Per Unit

Partnership uses the two-class method in the computation of earnings per unit. Pursuant to the terms of the partnership
agreement, RBI, as the holder of the Class A common units, is entitled to receive distributions from Partnership in an amount equal to
the aggregate dividends payable by RBI to holders of RBI common shares, and the holders of Class B exchangeable limited
partnership units (the “Partnership exchangeable units”) are entitled to receive distributions from Partnership in an amount per unit
equal to the dividends payable by RBI on each RBI common share. Partnership’s net income available to common unitholders is
allocated between the Class A common units and Partnership exchangeable units on a fully-distributed basis and reflects residual net
income after noncontrolling interests. Basic and diluted earnings per Class A common unit is determined by dividing net income
allocated to Class A common unitholders by the weighted average number of Class A common units outstanding for the period. Basic
and diluted earnings per Partnership exchangeable unit is determined by dividing net income allocated to the Partnership exchangeable
units by the weighted average number of Partnership exchangeable units outstanding during the period.

There are no dilutive securities for Partnership as the exercise of stock options will not affect the numbers of Class A common
units or Partnership exchangeable units outstanding. However, the issuance of shares by RBI in future periods will affect the allocation
of net income attributable to common unitholders between Partnership’s Class A common units and Partnership exchangeable units.

The following table summarizes the basic and diluted earnings per unit calculations (in millions, except per unit amounts):
2021 2020 2019
Allocation of net income among partner interests:
Net income allocated to Class A common unitholders $ 838 $ 486 $ 643
Net income allocated to Partnership exchangeable unitholders 411 262 466
Net income attributable to common unitholders $ 1,249 $ 748 $ 1,109
Denominator - basic and diluted partnership units:
Weighted average Class A common units 202 202 202
Weighted average Partnership exchangeable units 151 162 194
Earnings per unit - basic and diluted:
Class A common units (a) $ 4.15 $ 2.41 $ 3.18
Partnership exchangeable units (a) $ 2.72 $ 1.62 $ 2.40

(a) Earnings per unit may not recalculate exactly as it is calculated based on unrounded numbers.

Note 5. Property and Equipment, net

Property and equipment, net, consist of the following (in millions):

As of December 31,
2021 2020
Land $ 1,011 $ 1,007
Buildings and improvements 1,200 1,192
Restaurant equipment 193 163
Furniture, fixtures, and other 257 242
Finance leases 323 289
Construction in progress 30 17
3,014 2,910
Accumulated depreciation and amortization (979) (879)
Property and equipment, net $ 2,035 $ 2,031

Depreciation and amortization expense on property and equipment totaled $148 million for 2021, $140 million for 2020 and
$136 million for 2019.

Included in our property and equipment, net at December 31, 2021 and 2020 are $246 million and $238 million, respectively, of
assets leased under finance leases (mostly buildings and improvements), net of accumulated depreciation and amortization of $77
million and $51 million, respectively.

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Note 6. Intangible Assets, net and Goodwill

Intangible assets, net and goodwill consist of the following (in millions):

As of December 31,
2021 2020
Accumulated Accumulated
Gross Amortization Net Gross Amortization Net
Identifiable assets subject to amortization:
Franchise agreements $ 722 $ (290) $ 432 $ 735 $ (264) $ 471
Favorable leases 104 (63) 41 117 (66) 51
Subtotal 826 (353) 473 852 (330) 522
Indefinite-lived intangible assets:
Tim Hortons brand $ 6,695 $ — $ 6,695 $ 6,650 $ — $ 6,650
Burger King brand 2,126 — 2,126 2,174 — 2,174
Popeyes brand 1,355 — 1,355 1,355 — 1,355
Firehouse Subs brand 768 — 768 — — —
Subtotal 10,944 — 10,944 10,179 — 10,179
Intangible assets, net $ 11,417 $ 10,701

Goodwill
Tim Hortons segment $ 4,306 $ 4,279
Burger King segment 601 614
Popeyes segment 846 846
Firehouse segment 253 —
Total $ 6,006 $ 5,739

Amortization expense on intangible assets totaled $41 million for 2021, $43 million for 2020, and $44 million for 2019. The
change in the brands and goodwill balances during 2021 was due to the acquisition of Firehouse Subs and the impact of foreign
currency translation.

As of December 31, 2021, the estimated future amortization expense on identifiable assets subject to amortization is as follows
(in millions):

Twelve-months ended December 31, Amount

2022 $ 39
2023 37
2024 36
2025 34
2026 34
Thereafter 293
Total $ 473

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Note 7. Equity Method Investments

The aggregate carrying amount of our equity method investments was $194 million and $205 million as of December 31, 2021
and 2020, respectively, and is included as a component of Other assets, net in our consolidated balance sheets.

Except for the following equity method investments, no quoted market prices are available for our other equity method
investments. The aggregate market value of our 15.5% equity interest in Carrols Restaurant Group, Inc. (“Carrols”) based on the
quoted market price on December 31, 2021 is approximately $28 million. The aggregate market value of our 9.4% equity interest in
BK Brasil Operação e Assessoria a Restaurantes S.A. based on the quoted market price on December 31, 2021 is approximately $28
million. We have evaluated recent declines in the market value of these equity method investments and concluded they are not other
than temporary and as such no impairments have been recognized during 2021.

We have equity interests in entities that own or franchise Tim Hortons or Burger King restaurants. Franchise and property
revenue recognized from franchisees that are owned or franchised by entities in which we have an equity interest consist of the
following (in millions):

2021 2020 2019

Revenues from affiliates:
Royalties $ 350 $ 239 $ 290
Advertising revenues 67 50 55
Property revenues 32 32 33
Franchise fees and other revenue 21 14 10
Total $ 470 $ 335 $ 388

At December 31, 2021 and 2020, we had $48 million and $52 million, respectively, of accounts receivable, net from our equity
method investments which were recorded in accounts and notes receivable, net in our consolidated balance sheets.

With respect to our TH business, the most significant equity method investment is our 50.0% joint venture interest with The
Wendy’s Company (the “TIMWEN Partnership”), which jointly holds real estate underlying Canadian combination restaurants.
Distributions received from this joint venture were $16 million, $8 million and $13 million during 2021, 2020 and 2019, respectively.

We recognized rent expense associated with the TIMWEN Partnership of $18 million, $15 million, and $19 million during
2021, 2020 and 2019, respectively.

(Income) loss from equity method investments reflects our share of investee net income or loss, non-cash dilution gains or losses
from changes in our ownership interests in equity method investees and basis difference amortization. We recorded increases to the
carrying value of our equity method investment balances and non-cash dilution gains in the amounts of $11 million during 2019. No
non-cash dilution gains were recorded during 2021 and 2020. The dilution gains resulted from the issuance of capital stock by our
equity method investees, which reduced our ownership interests in these equity method investments. The dilution gains we recorded in
connection with the issuance of capital stock reflect adjustments to the differences between the amount of underlying equity in the net
assets of equity method investees before and after their issuance of capital stock.

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Note 8. Other Accrued Liabilities and Other Liabilities

Other accrued liabilities (current) and other liabilities, net (non-current) consist of the following (in millions):

As of December 31,
2021 2020
Current:
Distributions payable $ 241 $ 239
Interest payable 63 66
Accrued compensation and benefits 99 78
Taxes payable 106 122
Deferred income 48 42
Accrued advertising expenses 43 59
Restructuring and other provisions 90 12
Current portion of operating lease liabilities 140 137
Other 117 80
Other accrued liabilities $ 947 $ 835
Non-current:
Taxes payable $ 533 $ 626
Contract liabilities (see Note 15) 531 528
Derivatives liabilities 575 865
Unfavorable leases 65 81
Accrued pension 47 70
Deferred income 37 28
Other 34 38
Other liabilities, net $ 1,822 $ 2,236

Note 9. Long-Term Debt

Long-term debt consist of the following (in millions):

As of December 31,
2021 2020
Term Loan B $ 5,243 $ 5,297
Term Loan A 1,250 731
4.25% First Lien Senior Notes due 2024 — 775
3.875% First Lien Senior Notes due 2028 1,550 750
5.75% First Lien Senior Notes due 2025 500 500
3.50% First Lien Senior Notes due 2029 750 750
4.375% Second Lien Senior Notes due 2028 750 750
4.00% Second Lien Senior Notes due 2030 2,900 2,900
TH Facility and other 173 178
Less: unamortized deferred financing costs and deferred issuance discount (138) (155)
Total debt, net 12,978 12,476
Less: current maturities of debt (62) (79)
Total long-term debt $ 12,916 $ 12,397

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Credit Facilities

On December 13, 2021, two of our subsidiaries (the “Borrowers”) entered into a fifth incremental facility amendment and a
sixth amendment (the “2021 Amendment”) to the credit agreement governing our senior secured term loan A facility (the “Term Loan
A”), our senior secured term loan B facility (the “Term Loan B” and together with the Term Loan A the “Term Loan Facilities”) and
our $1,000 million senior secured revolving credit facility (including revolving loans, swingline loans and letters of credit) (the
“Revolving Credit Facility” and together with the Term Loan Facilities, the “Credit Facilities”). The 2021 Amendment increased the
existing Term Loan A with $717 million outstanding to a $1,250 million Term Loan A and extended the maturity date of the Term
Loan A and Revolving Credit Facility from October 7, 2024 to December 13, 2026 (subject to earlier maturity in specified
circumstances). The security and guarantees under the Revolving Credit Facility and Term Loan A are the same as those under the
existing facilities. The proceeds from the increase in the Term Loan A were used with cash on hand to complete the Firehouse
Acquisition. In connection with the 2021 Amendment, we capitalized approximately $12 million in debt issuance costs.

The 2021 Amendment also amended the interest rate applicable to the Revolving Credit Facility and the Term Loan A to
incorporate SOFR. The interest rate applicable to the Term Loan A and Revolving Credit Facility is, at our option, either (a) a base
rate, subject to a floor of 1.00%, plus an applicable margin varying from 0.00% to 0.50%, or (b) Adjusted Term SOFR (Adjusted
Term SOFR is calculated as Term SOFR plus a 0.10% adjustment), subject to a floor of 0.00%, plus an applicable margin varying
between 0.75% and 1.50%, in each case, determined by reference to a net first lien leverage-based pricing grid. The commitment fee
on the unused portion of the Revolving Credit Facility is 0.15%. At December 31, 2021, the interest rate on the Term Loan A was
1.40%. The principal amount of the Term Loan A amortizes in quarterly installments equal to $8 million beginning March 31, 2023
until September 30, 2024 and thereafter in quarterly installments equal to $16 million until maturity, with the balance payable at
maturity. The 2021 Amendment includes amendments to certain negative covenants to provide increased flexibility. The 2021
Amendment made no other material changes to the terms of the Credit Agreement.

The maturity date of our Term Loan B is November 19, 2026 and the interest rate applicable to our Term Loan B is, at our
option, either (a) a base rate, subject to a floor of 1.00%, plus an applicable margin of 0.75%, or (b) a Eurocurrency rate, subject to a
floor of 0.00%, plus an applicable margin of 1.75%. At December 31, 2021, the interest rate on the Term Loan B was 1.85%. The
principal amount of the Term Loan B amortizes in quarterly installments equal to $13 million until maturity, with the balance payable
at maturity.

On April 2, 2020, the Borrowers entered into a fifth amendment (the “Fifth Amendment”) to the credit agreement (the “Credit
Agreement”) governing our Credit Facilities. The Fifth Amendment provides the Borrowers with the option to comply with a $1,000
million minimum liquidity covenant in lieu of the 6.50:1.00 net first lien senior secured leverage ratio financial maintenance covenant
for the period after June 30, 2020 and prior to September 30, 2021. Additionally, for the periods ending September 30, 2021 and
December 31, 2021, to determine compliance with the net first lien senior secured leverage ratio, we are permitted to annualize the
Adjusted EBITDA (as defined in the Credit Agreement) for the three months ending September 30, 2021 and six months ending
December 31, 2021, respectively, in lieu of calculating the ratio based on Adjusted EBITDA for the prior four quarters. There were no
other material changes to the terms of the Credit Agreement.

Revolving Credit Facility

As of December 31, 2021, we had no amounts outstanding under our Revolving Credit Facility. Funds available under the
Revolving Credit Facility may be used to repay other debt, finance debt, RBI share repurchases or partnership exchangeable unit
repurchases, to fund acquisitions or capital expenditures and for other general corporate purposes. We have a $125 million letter of
credit sublimit as part of the Revolving Credit Facility, which reduces our borrowing availability thereunder by the cumulative amount
of outstanding letters of credit. The interest rate applicable to amounts drawn under each letter of credit is 0.75% to 1.50%, depending
on our net first lien leverage ratio. As of December 31, 2021, we had $2 million of letters of credit issued against the Revolving Credit
Facility, and our borrowing availability was $998 million.

Obligations under the Credit Facilities are guaranteed on a senior secured basis, jointly and severally, by the direct parent
company of one of the Borrowers and substantially all of its Canadian and U.S. subsidiaries, including The TDL Group Corp., Burger
King Corporation, Popeyes Louisiana Kitchen, Inc., FRG, LLC and substantially all of their respective Canadian and U.S. subsidiaries
(the “Credit Guarantors”). Amounts borrowed under the Credit Facilities are secured on a first priority basis by a perfected security
interest in substantially all of the present and future property (subject to certain exceptions) of each Borrower and Credit Guarantor.

4.25% First Lien Senior Notes due 2024

During 2017, the Borrowers entered into an indenture (the “4.25% First Lien Senior Notes Indenture”) in connection with the
issuance of $1,500 million of 4.25% first lien senior notes due May 15, 2024 (the “4.25% First Lien Senior Notes due 2024”). No
principal payments were due until maturity and interest is paid semi-annually. The net proceeds from the offering of the 4.25% First
Lien Senior Notes due 2024, together with other sources of liquidity, were used to redeem all of the outstanding Class A 9.0%
cumulative compounding perpetual voting preferred shares and for other general corporate purposes. In connection with the issuance

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of the 4.25% First Lien Senior Notes due 2024, we capitalized approximately $13 million in debt issuance costs. As detailed below,
during 2020 we redeemed $725 million of the 4.25% First Lien Senior Notes due 2024 and during 2021 we redeemed the remaining
outstanding balance of $775 million.

3.875% First Lien Senior Notes due 2028

On September 24, 2019, the Borrowers entered into an indenture (the “3.875% First Lien Senior Notes Indenture”) in
connection with the issuance of $750 million of 3.875% first lien senior notes due January 15, 2028 (the “2019 3.875% Senior
Notes”). On July 6, 2021, the Borrowers issued an additional $800 million under the 3.875% First Lien Senior Notes Indenture (the
“Additional Notes” and together with the 2019 3.875% Senior Notes, the “3.875% First Lien Senior Notes due 2028”). No principal
payments are due until maturity and interest is paid semi-annually. The net proceeds from the offering of the 2019 3.875% Senior
Notes and a portion of the net proceeds from the Term Loan A were used to redeem the entire outstanding principal balance of $1,250
million of 4.625% first lien secured notes due January 15, 2022 and to pay related fees and expenses. In connection with the issuance
of the 2019 3.875% Senior Notes, we capitalized approximately $10 million in debt issuance costs. In connection with the redemption
of the entire outstanding principal balance of the 4.625% first lien secured notes due January 15, 2022, we recorded a loss on early
extinguishment of debt of $3 million that primarily reflects the write-off of related unamortized debt issuance costs. The Additional
Notes were priced at 100.250% of their face value. The net proceeds from the offering of the Additional Notes were used to redeem
the remaining $775 million principal amount outstanding of the 4.25% First Lien Senior Notes due 2024 on July 15, 2021, plus any
accrued and unpaid interest thereon, and pay related redemption premiums, fees and expenses. In connection with the issuance of the
Additional Notes, we capitalized approximately $7 million in debt issuance costs. In connection with the redemption of the remaining
$775 million principal amount outstanding of the 4.25% First Lien Senior Notes due 2024, we recorded a loss on early extinguishment
of debt of $11 million that primarily reflects the payment of redemption premiums and the write-off of unamortized debt issuance
costs.

Obligations under the 3.875% First Lien Senior Notes due 2028 are guaranteed on a senior secured basis, jointly and severally,
by the Borrowers and substantially all of the Borrower's Canadian and U.S. subsidiaries, including The TDL Group Corp., Burger
King Corporation, Popeyes Louisiana Kitchen, Inc., FRG, LLC and substantially all of their respective Canadian and U.S. subsidiaries
(the “Note Guarantors”). The 3.875% First Lien Senior Notes due 2028 are first lien senior secured obligations and rank equal in right
of payment with all of the existing and future first lien senior debt of the Borrowers and Note Guarantors, including borrowings and
guarantees under our Credit Facilities.

The 3.875% First Lien Senior Notes due 2028 may be redeemed in whole or in part, on or after September 15, 2022, at the
redemption prices set forth in the 3.875% First Lien Senior Notes Indenture, plus accrued and unpaid interest, if any, at the date of
redemption. The 3.875% First Lien Senior Notes Indenture also contains optional redemption provisions related to tender offers,
change of control and equity offerings, among others.

5.75% First Lien Senior Notes due 2025

On April 7, 2020, the Borrowers entered into an indenture (the “5.75% First Lien Senior Notes Indenture”) in connection with
the issuance of $500 million of 5.75% first lien notes due April 15, 2025 (the “5.75% First Lien Senior Notes due 2025”). No principal
payments are due until maturity and interest is paid semi-annually. The net proceeds from the offering of the 5.75% First Lien Senior
Notes due 2025 were used for general corporate purposes. In connection with the issuance of the 5.75% First Lien Senior Notes due
2025, we capitalized approximately $10 million in debt issuance costs.

Obligations under the 5.75% First Lien Senior Notes due 2025 are guaranteed on a senior secured basis, jointly and severally, by
the Note Guarantors. The 5.75% First Lien Senior Notes due 2025 are first lien senior secured obligations and rank equal in right of
payment with all of the existing and future first lien senior debt of the Borrowers and Note Guarantors, including borrowings and
guarantees of the Credit Facilities.

Our 5.75% First Lien Senior Notes due 2025 may be redeemed in whole or in part, on or after April 15, 2022 at the redemption
prices set forth in the 5.75% First Lien Senior Notes Indenture, plus accrued and unpaid interest, if any, at the date of redemption. The
5.75% First Lien Senior Notes Indenture also contains optional redemption provisions related to tender offers, change of control and
equity offerings, among others.

3.50% First Lien Senior Notes due 2029

On November 9, 2020, the Borrowers entered into an indenture (the “3.50% First Lien Senior Notes Indenture”) in connection
with the issuance of $750 million of 3.50% first lien notes due February 15, 2029 (the “3.50% First Lien Senior Notes due 2029”). No
principal payments are due until maturity and interest is paid semi-annually. The proceeds from the offering of the 3.50% First Lien
Senior Notes due 2029, together with cash on hand, were used to redeem $725 million of the 4.25% First Lien Senior Notes due 2024
and pay related redemption premiums, fees and expenses. In connection with the issuance of the 3.50% First Lien Senior Notes due
2029, we capitalized approximately $7 million in debt issuance costs. In connection with the redemption of the 4.25% First Lien

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Senior Notes due 2024, we recorded a loss on early extinguishment of debt of $19 million that primarily reflects the payment of
premiums to redeem the notes and the write-off of unamortized debt issuance costs.

Obligations under the 3.50% First Lien Senior Notes due 2029 are guaranteed on a senior secured basis, jointly and severally, by
the Note Guarantors. The 3.50% First Lien Senior Notes due 2029 are first lien senior secured obligations and rank equal in right of
payment with all of the existing and future first lien senior debt of the Borrowers and Note Guarantors, including borrowings and
guarantees of the Credit Facilities.

Our 3.50% First Lien Senior Notes due 2029 may be redeemed in whole or in part, on or after February 15, 2024 at the
redemption prices set forth in the 3.50% First Lien Senior Notes Indenture, plus accrued and unpaid interest, if any, at the date of
redemption. The 3.50% First Lien Senior Notes Indenture also contains optional redemption provisions related to tender offers, change
of control and equity offerings, among others.

4.375% Second Lien Senior Notes due 2028

On November 19, 2019, the Borrowers entered into an indenture (the “4.375% Second Lien Senior Notes Indenture”) in
connection with the issuance of $750 million of 4.375% second lien senior notes due January 15, 2028 (the “4.375% Second Lien
Senior Notes due 2028”). No principal payments are due until maturity and interest is paid semi-annually. The net proceeds from the
offering of the 4.375% Second Lien Senior Notes due 2028, together with cash on hand, were used to repay $720 million of the Term
Loan B outstanding aggregate principal balance and to pay related fees and expenses in connection with the fourth amendment to our
credit agreement. In connection with the issuance of the 4.375% Second Lien Senior Notes due 2028, we capitalized approximately $6
million in debt issuance costs.

Obligations under the 4.375% Second Lien Senior Notes due 2028 are guaranteed on a second priority senior secured basis,
jointly and severally, by the Note Guarantors. The 4.375% Second Lien Senior Notes due 2028 are second lien senior secured
obligations and rank equal in right of payment with all of the existing and future senior debt of the Borrowers and Note Guarantors,
including borrowings and guarantees of the Credit Facilities, and effectively subordinated to all of the existing and future first lien
senior debt of the Borrowers and Note Guarantors.

Our 4.375% Second Lien Senior Notes due 2028 may be redeemed in whole or in part, on or after November 15, 2022 at the
redemption prices set forth in the 4.375% Second Lien Senior Notes Indenture, plus accrued and unpaid interest, if any, at the date of
redemption. The 4.375% Second Lien Senior Notes Indenture also contains redemption provisions related to tender offers, change of
control and equity offerings, among others.

4.00% Second Lien Senior Notes due 2030

During 2020, the Borrowers entered into an indenture (the “4.00% Second Lien Senior Notes Indenture”) in connection with the
issuance of $2,900 million of 4.00% second lien notes due October 15, 2030 (the “4.00% Second Lien Senior Notes due 2030”). No
principal payments are due until maturity and interest is paid semi-annually. The proceeds from the offering of the 4.00% Second Lien
Senior Notes due 2030 were used to redeem the entire outstanding principal balance of $2,800 million of 5.00% second lien senior
notes due October 15, 2025 (the “5.00% Second Lien Senior Notes due 2025”), pay related redemption premiums, fees and expenses.
In connection with the issuance of the 4.00% Second Lien Senior Notes due 2030, we capitalized approximately $26 million in debt
issuance costs. In connection with the full redemption of the 5.00% Second Lien Senior Notes due 2025, we recorded a loss on early
extinguishment of debt of $79 million that primarily reflects the payment of premiums to redeem the notes and the write-off of
unamortized debt issuance costs.

Obligations under the 4.00% Second Lien Senior Notes due 2030 are guaranteed on a second priority senior secured basis,
jointly and severally, by the Note Guarantors. The 4.00% Second Lien Senior Notes due 2030 are second lien senior secured
obligations and rank equal in right of payment will all of the existing and future senior debt of the Borrowers and Note Guarantors and
effectively subordinated to all of the existing and future first lien senior debt of the Borrowers and Note Guarantors.

Our 4.00% Second Lien Senior Notes due 2030 may be redeemed in whole or in part, on or after October 15, 2025 at the
redemption prices set forth in the 4.00% Second Lien Senior Notes Indenture, plus accrued and unpaid interest, if any, at the date of
redemption. The 4.00% Second Lien Senior Notes Indenture also contains optional redemption provisions related to tender offers,
change of control and equity offerings, among others.

Restrictions and Covenants

Our Credit Facilities, as well as the 3.875% First Lien Senior Notes Indenture, 5.75% First Lien Senior Notes Indenture, 3.50%
First Lien Senior Notes Indenture, 4.375% Second Lien Senior Notes Indenture and 4.00% Second Lien Senior Notes Indenture (all
together the “Senior Notes Indentures”) contain a number of customary affirmative and negative covenants that, among other things,
limit or restrict our ability and the ability of certain of our subsidiaries to: incur additional indebtedness; incur liens; engage in
mergers, consolidations, liquidations and dissolutions; sell assets; pay dividends and make other payments in respect of capital stock;

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make investments, loans and advances; pay or modify the terms of certain indebtedness; and engage in certain transactions with
affiliates. In addition, under the Credit Facilities, the Borrowers are not permitted to exceed a first lien senior secured leverage ratio of
6.50 to 1.00 when, as of the end of any fiscal quarter beginning with the first fiscal quarter of 2020, (1) any amounts are outstanding
under the Term Loan A and/or (2) the sum of (i) the amount of letters of credit outstanding exceeding $50 million (other than those
that are cash collateralized); (ii) outstanding amounts under the Revolving Credit Facility and (iii) outstanding amounts of swing line
loans, exceeds 30.0% of the commitments under the Revolving Credit Facility. The Fifth Amendment provides that for periods ended
September 30, 2021 and December 31, 2021, to determine compliance with the net first lien senior secured leverage ratio, we are
permitted to annualize the Adjusted EBITDA (as defined in the Credit Agreement) for the three months ended September 30, 2021
and six months ended December 31, 2021, respectively, in lieu of calculating the ratio based on Adjusted EBITDA for the prior four
quarters.

The restrictions under the Credit Facilities and the Senior Notes Indentures have resulted in substantially all of our consolidated
assets being restricted.

As of December 31, 2021, we were in compliance with applicable financial debt covenants under the Credit Facilities and the
Senior Notes Indentures and there were no limitations on our ability to draw on the remaining availability under our Revolving Credit
Facility.

TH Facility

One of our subsidiaries entered into a non-revolving delayed drawdown term credit facility in a total aggregate principal amount
of C$225 million with a maturity date of October 4, 2025 (the “TH Facility”). The interest rate applicable to the TH Facility is the
Canadian Bankers’ Acceptance rate plus an applicable margin equal to 1.40% or the Prime Rate plus an applicable margin equal to
0.40%, at our option. Obligations under the TH Facility are guaranteed by four of our subsidiaries, and amounts borrowed under the
TH Facility are secured by certain parcels of real estate. As of December 31, 2021, we had outstanding C$214 million under the TH
Facility with a weighted average interest rate of 1.85%.

RE Facility

One of our subsidiaries entered into a non-revolving delayed drawdown term credit facility in a total aggregate principal amount
of $50 million with a maturity date of October 12, 2028 (the “RE Facility”). The interest rate applicable to the RE Facility is, at our
option, either (i) a base rate, subject to a floor of 0.50%, plus an applicable margin of 0.50% or (ii) Adjusted Term SOFR (Adjusted
Term SOFR is calculated as Term SOFR plus a margin based on duration), subject to a floor of 0.00%, plus an applicable margin of
1.50%. Obligations under the RE Facility are guaranteed by four of our subsidiaries, and amounts borrowed under the RE Facility are
secured by certain parcels of real estate. As of December 31, 2021, we had no amounts outstanding under the RE Facility.

Debt Issuance Costs

During 2021, 2020 and 2019, we incurred aggregate deferred financing costs of $19 million, $43 million and $50 million,
respectively.

Loss on Early Extinguishment of Debt

During 2021, we recorded an $11 million loss on early extinguishment of debt that primarily reflects the payment of redemption
premiums and the write-off of unamortized debt issuance costs in connection with the redemption of the remaining $775 million
principal amount outstanding of the 4.25% First Lien Senior Notes due 2024. During 2020, we recorded a $98 million loss on early
extinguishment of debt that primarily reflects the payment of premiums and the write-off of unamortized debt issuance costs in
connection with the full redemption of the 5.00% Second Lien Senior Notes due 2025 and the partial redemption of the 4.25% First
Lien Senior Notes due 2024. During 2019, we recorded a $23 million loss on early extinguishment of debt, which primarily reflects
the write-off of unamortized debt issuance costs and discounts in connection with the prepayment and refinancing of the Term Loan B
and the redemption of the entire outstanding principal balance of the 4.625% first lien secured notes due January 15, 2022.

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Maturities

The aggregate maturities of our long-term debt as of December 31, 2021 are as follows (in millions):

Year Ended December 31, Principal Amount

2022 $ 62
2023 98
2024 108
2025 750
2026 6,148
Thereafter 5,950
Total $ 13,116

Interest Expense, net

Interest expense, net consists of the following (in millions):

2021 2020 2019

Debt (a) $ 461 $ 471 $ 503
Finance lease obligations 20 20 20
Amortization of deferred financing costs and debt issuance discount 27 26 29
Interest income (3) (9) (20)
Interest expense, net $ 505 $ 508 $ 532

(a) Amount includes $45 million, $69 million and $70 million benefit during 2021, 2020 and 2019, respectively, related to the
quarterly net settlements of our cross-currency rate swaps and amortization of the Excluded Component as defined in Note
12, Derivatives.

Note 10. Leases

As of December 31, 2021, we leased or subleased 5,069 restaurant properties to franchisees and 164 non-restaurant properties to
third parties under operating leases, direct financing leases and sales-type leases where we are the lessor. Initial lease terms generally
range from 10 to 20 years. Most leases to franchisees provide for fixed monthly payments and many provide for future rent escalations
and renewal options. Certain leases also include provisions for variable rent, determined as a percentage of sales, generally when
annual sales exceed specific levels. Lessees typically bear the cost of maintenance, insurance and property taxes.

We lease land, buildings, equipment, office space and warehouse space from third parties. Land and building leases generally
have an initial term of 10 to 20 years, while land-only lease terms can extend longer, and most leases provide for fixed monthly
payments. Many of these leases provide for future rent escalations and renewal options. Certain leases also include provisions for
variable rent payments, determined as a percentage of sales, generally when annual sales exceed specified levels. Most leases also
obligate us to pay, as lessee, variable lease cost related to maintenance, insurance and property taxes.

We transitioned to ASC 842 on January 1, 2019 on a modified retrospective basis using the effective date transition method. Our
transition to ASC 842 represents a change in accounting principle. The $21 million cumulative effect of our transition to ASC 842 is
reflected as an adjustment to January 1, 2019 Partners' capital.

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Partnership as Lessor

Assets leased to franchisees and others under operating leases where we are the lessor and which are included within our
property and equipment, net are as follows (in millions):

As of December 31,
2021 2020
Land $ 899 $ 892
Buildings and improvements 1,180 1,146
Restaurant equipment 18 19
2,097 2,057
Accumulated depreciation and amortization (587) (534)
Property and equipment leased, net $ 1,510 $ 1,523

Our net investment in direct financing and sales-type leases is as follows (in millions):

As of December 31,
2021 2020
Future rents to be received:
Future minimum lease receipts $ 113 $ 87
Contingent rents (a) 7 12
Estimated unguaranteed residual value 5 7
Unearned income (40) (34)
85 72
Current portion included within accounts receivables (5) (6)
Net investment in property leased to franchisees $ 80 $ 66

(a) Amounts represent estimated contingent rents recorded in connection with the acquisition method of accounting.

During 2021 and 2020, we offered rent relief programs for eligible TH and BK franchisees who lease property from us, under
which we temporarily converted the rent structure from a combination of fixed plus variable rent to 100% variable rent (the “rent relief
programs”). The rent relief program concluded for BK franchisees during the three months ended September 30, 2020 and the rent
relief program was extended through the end of 2021 for eligible TH franchisees.

In April 2020, the FASB staff issued interpretive guidance that permits entities to make an election to account for lease
concessions related to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under
ASC 842, as though enforceable rights and obligations for those concessions existed. We elected to apply this interpretive guidance to
the rent relief programs while in effect. As such, reductions in rents arising from the rent relief programs are recognized as reductions
in variable lease payments.

Property revenues are comprised primarily of rental income from operating leases and earned income on direct financing leases
with franchisees as follows (in millions):

2021 2020 2019

Rental income:
Minimum lease payments $ 455 $ 445 $ 448
Variable lease payments 329 262 370
Amortization of favorable and unfavorable income lease contracts, net 3 6 7
Subtotal - lease income from operating leases 787 713 825
Earned income on direct financing and sales-type leases 6 5 8
Total property revenues $ 793 $ 718 $ 833

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Partnership as Lessee

Lease cost and other information associated with these lease commitments is as follows (in millions):

Lease Cost (Income)

2021 2020 2019

Operating lease cost $ 202 $ 199 $ 210
Operating lease variable lease cost 193 177 198
Finance lease cost:
Amortization of right-of-use assets 31 29 27
Interest on lease liabilities 20 20 20
Sublease income (587) (534) (631)
Total lease cost (income) $ (141) $ (109) $ (176)

Lease Term and Discount Rate as of December 31, 2021 and 2020

As of December 31,
2021 2020
Weighted-average remaining lease term (in years):
Operating leases 10.1 years 10.5 years
Finance leases 11.4 years 11.3 years
Weighted-average discount rate:
Operating leases 5.5 % 5.9 %
Finance leases 6.0 % 6.5 %

Other Information for 2021, 2020 and 2019

2021 2020 2019

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 200 $ 200 $ 194
Operating cash flows from finance leases $ 20 $ 20 $ 20
Financing cash flows from finance leases $ 31 $ 29 $ 26
Supplemental noncash information on lease liabilities arising from obtaining
right-of-use assets:
Right-of-use assets obtained in exchange for new finance lease obligations $ 52 $ 59 $ 18
Right-of-use assets obtained in exchange for new operating lease obligations $ 133 $ 118 $ 163

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As of December 31, 2021, future minimum lease receipts and commitments are as follows (in millions):

Lease Receipts Lease Commitments (a)

Direct
Financing
and Sales- Operating Finance Operating
Type Leases Leases Leases Leases
2022 $ 8 $ 404 $ 52 $ 197
2023 8 382 50 186
2024 7 350 48 173
2025 7 316 45 158
2026 7 278 41 140
Thereafter 76 1,374 262 675
Total minimum receipts / payments $ 113 $ 3,104 498 1,529
Less amount representing interest (131) (319)
Present value of minimum lease payments 367 1,210
Current portion of lease obligations (34) (140)
Long-term portion of lease obligations $ 333 $ 1,070

(a) Minimum lease payments have not been reduced by minimum sublease rentals of $1,953 million due in the future under non-
cancelable subleases

Note 11. Income Taxes

Income before income taxes, classified by source of income (loss), is as follows (in millions):

2021 2020 2019

Canadian $ 457 $ 200 $ 685
Foreign 906 616 767
Income before income taxes $ 1,363 $ 816 $ 1,452

Income tax (benefit) expense attributable to income from continuing operations consists of the following (in millions):

2021 2020 2019

Current:
Canadian $ 16 $ 45 $ 47
U.S. Federal (10) 125 122
U.S. state, net of federal income tax benefit 25 26 20
Other Foreign 84 78 94
$ 115 $ 274 $ 283
Deferred:
Canadian $ 32 $ (67) $ 43
U.S. Federal (37) (82) 8
U.S. state, net of federal income tax benefit (7) (27) —
Other Foreign 7 (32) 7
$ (5) $ (208) $ 58
Income tax expense (benefit) $ 110 $ 66 $ 341

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The statutory rate reconciles to the effective income tax rate as follows:

2021 2020 2019

Statutory rate 26.5 % 26.5 % 26.5 %
Costs and taxes related to foreign operations 3.5 9.6 4.7
Foreign exchange gain (loss) — 0.5 0.1
Foreign tax rate differential (13.9) (15.6) (10.8)
Change in valuation allowance 1.1 1.2 0.5
Change in accrual for tax uncertainties (7.4) 3.9 5.0
Intercompany financing (3.5) (6.1) (2.4)
Impact of Tax Act — (7.8) (0.1)
Swiss Tax Reform — (5.1) 1.1
Benefit from stock option exercises (0.8) (0.3) (2.2)
Litigation settlements and reserves 1.4 — —
Other 1.2 1.2 1.1
Effective income tax rate 8.1 % 8.0 % 23.5 %

In December 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs
Act (the “Tax Act”) that significantly revised the U.S. tax code. During 2020, various guidance was issued by the U.S. tax authorities
relating to the Tax Act and, after review of such guidance, we recorded a favorable adjustment to our deferred tax assets of $64
million related to a tax attribute carryforward, which decreased our 2020 effective tax rate by 7.8%.

In a referendum held on May 19, 2019, Swiss voters adopted the Federal Act on Tax Reform and AVS Financing (“TRAF”),
under which certain long-standing preferential cantonal tax regimes were abolished effective January 1, 2020, which the canton of Zug
formally adopted in November 2019. Company subsidiaries in the canton of Zug were subjected to TRAF and therefore the TRAF
impacted our consolidated results of operations during 2020 and 2019. In 2020, a deferred tax asset was recorded due to an election
made under TRAF by one of our Swiss subsidiaries and, in 2019, our Swiss company subsidiaries remeasured their deferred tax assets
and liabilities based on new future tax rates expected under TRAF. The amounts impacting income tax expense for the effects of the
changes from the TRAF were approximately $41 million in 2020 which decreased our 2020 effective tax rate by approximately 5.1%,
and approximately $16 million in 2019 which increased our 2019 effective tax rate by approximately 1.1%.

Companies subject to the Global Intangible Low-Taxed Income provision (GILTI) have the option to account for the GILTI tax
as a period cost if and when incurred, or to recognize deferred taxes for outside basis temporary differences expected to reverse as
GILTI. We have elected to account for GILTI as a period cost.

Income tax (benefit) expense allocated to continuing operations and amounts separately allocated to other items was (in
millions):

2021 2020 2019

Income tax (benefit) expense from continuing operations $ 110 $ 66 $ 341
Cash flow hedge in accumulated other comprehensive income (loss) 72 (64) (23)
Net investment hedge in accumulated other comprehensive income (loss) (15) (60) (32)
Foreign Currency Translation in accumulated other comprehensive income (loss) (4) 12 —
Pension liability in accumulated other comprehensive income (loss) 3 (3) (1)
Total $ 166 $ (49) $ 285

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The significant components of deferred income tax (benefit) expense attributable to income from continuing operations are as
follows (in millions):

2021 2020 2019

Deferred income tax (benefit) expense $ (22) $ (230) $ 30
Change in valuation allowance 14 22 7
Change in effective Canadian income tax rate — — (1)
Change in effective U.S. state income tax rate 3 1 6
Change in effective foreign income tax rate — (1) 16
Total $ (5) $ (208) $ 58

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities
are presented below (in millions):

As of December 31,
2021 2020
Deferred tax assets:
Accounts and notes receivable $ 4 $ 6
Accrued employee benefits 48 54
Leases 115 114
Operating lease liabilities 317 323
Liabilities not currently deductible for tax 346 310
Tax loss and credit carryforwards 517 547
Derivatives 164 225
Other (1) 9
Total gross deferred tax assets 1,510 1,588
Valuation allowance (356) (364)
Net deferred tax assets 1,154 1,224
Less deferred tax liabilities:
Property and equipment, principally due to differences in depreciation 15 35
Intangible assets 1,751 1,747
Leases 129 114
Operating lease assets 295 311
Statutory impairment 29 30
Outside basis difference 38 46
Total gross deferred tax liabilities 2,257 2,283
Net deferred tax liability $ 1,103 $ 1,059

The valuation allowance had a net decrease of $8 million during 2021 primarily due to the change in estimates related to
derivatives and the utilization of foreign tax credits and capital losses.

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Changes in the valuation allowance are as follows (in millions):

2021 2020 2019

Beginning balance $ 364 $ 329 $ 325
Change in estimates recorded to deferred income tax expense 14 19 8
Changes in losses and credits — 3 (2)
(Reductions) additions related to other comprehensive income (22) 13 (2)
Ending balance $ 356 $ 364 $ 329

The gross amount and expiration dates of operating loss and tax credit carry-forwards as of December 31, 2021 are as follows
(in millions):

Amount Expiration Date

Canadian net operating loss carryforwards $ 728 2036-2041
Canadian capital loss carryforwards 866 Indefinite
Canadian tax credits 3 2023-2036
U.S. state net operating loss carryforwards 680 2022-2041
U.S. capital loss carryforwards 16 2040
U.S. foreign tax credits 112 2022-2031
Other foreign net operating loss carryforwards 207 Indefinite
Other foreign net operating loss carryforwards 77 2022-2038
Other foreign capital loss carryforward 30 Indefinite
Total $ 2,719

We are generally permanently reinvested on any potential outside basis differences except for unremitted earning and profits and
thus do not record a deferred tax liability for such outside basis differences. To the extent of unremitted earning and profits, we
generally review various factors including, but not limited to, forecasts and budgets of financial needs of cash for working capital,
liquidity and expected cash requirements to fund our various obligations and record deferred taxes to the extent we expect to
distribute. We will continue to monitor available evidence and our plans for foreign earnings and expect to continue to provide any
applicable deferred taxes based on the tax liability or withholding taxes that would be due upon repatriation of amounts not considered
permanently reinvested.

We had $437 million and $497 million of unrecognized tax benefits at December 31, 2021 and December 31, 2020,
respectively, which if recognized, would favorably affect the effective income tax rate. A reconciliation of the beginning and ending
amounts of unrecognized tax benefits is as follows (in millions):

2021 2020 2019

Beginning balance $ 497 $ 506 $ 441
Additions for tax positions related to the current year 9 9 9
Additions for tax positions of prior years 23 7 56
Reductions for tax positions of prior year (5) (25) —
Additions for settlement 7 — —
Reductions due to statute expiration (94) — —
Ending balance $ 437 $ 497 $ 506

Although the timing of the resolution, settlement, and closure of any audits is highly uncertain, it is reasonably possible that the
balance of gross unrecognized tax benefits could significantly change in the next 12 months. During the twelve months beginning
January 1, 2022, it is reasonably possible we will reduce unrecognized tax benefits by up to approximately $328 million due to the
expiration of statutes of limitations, anticipated closure of various tax matters currently under examination, and settlements with tax
authorities all being possibly impacted in multiple jurisdictions.

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We recognize interest and penalties related to unrecognized tax benefits in income tax expense. The total amount of accrued
interest and penalties was $121 million and $123 million at December 31, 2021 and 2020, respectively. Potential interest and penalties
associated with uncertain tax positions in various jurisdictions recognized was $2 million during 2021, $31 million during 2020 and
$41 million during 2019. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued
will be reduced and reflected as a reduction of the overall income tax provision.

We file income tax returns with Canada and its provinces and territories. Generally, we are subject to routine examinations by
the Canada Revenue Agency (“CRA”). The CRA is conducting examinations of the 2015 through 2016 taxation years. Additionally,
income tax returns filed with various provincial jurisdictions are generally open to examination for periods up to six years subsequent
to the filing of the respective return.

We also file income tax returns, including returns for our subsidiaries, with U.S. federal, U.S. state, and other foreign
jurisdictions. We are subject to routine examination by taxing authorities in the U.S. jurisdictions, as well as other foreign tax
jurisdictions. None of the other foreign jurisdictions have been individually material. Taxable years 2014 through 2017 for our U.S.
companies for U.S. federal income tax purposes closed in 2021 without material adjustments. Prior taxable years of such U.S.
companies are closed for U.S. federal income tax purposes. We have various U.S. state and other foreign income tax returns in the
process of examination. From time to time, these audits result in proposed assessments where the ultimate resolution may result in
owing additional taxes. We believe that our tax positions comply with applicable tax law and that we have adequately provided for
these matters.

Note 12. Derivative Instruments

Disclosures about Derivative Instruments and Hedging Activities

We enter into derivative instruments for risk management purposes, including derivatives designated as cash flow hedges and
derivatives designated as net investment hedges. We use derivatives to manage our exposure to fluctuations in interest rates and
currency exchange rates.

Interest Rate Swaps

At December 31, 2021, we had outstanding receive-variable, pay-fixed interest rate swaps with a total notional value of $3,500
million to hedge the variability in the interest payments on a portion of our Term Loan Facilities, including any subsequent refinancing
or replacement of the Term Loan Facilities, beginning August 31, 2021 through the termination date of October 31, 2028.
Additionally, at December 31, 2021, we also had outstanding receive-variable, pay-fixed interest rate swaps with a total notional value
of $500 million to hedge the variability in the interest payments on a portion of our Term Loan Facilities effective September 30, 2019
through the termination date of September 30, 2026. At inception, all of these interest rate swaps were designated as cash flow hedges
for hedge accounting. The unrealized changes in market value are recorded in AOCI and reclassified into earnings during the period in
which the hedged forecasted transaction affects earnings.
During 2021, we extended the maturity of our $3,500 million receive-variable, pay-fixed interest rate swaps. The extension of
the term resulted in a de-designation and re-designation of the interest rate swaps and the swaps continue to be accounted for as a cash
flow hedge for hedge accounting. In connection with the de-designation, we recognized a net unrealized loss of $143 million in AOCI
and this amount gets reclassified into Interest expense, net as the original forecasted transaction affects earnings. The amount of pre-
tax losses in connection with this net unrealized loss in AOCI as of December 31, 2021 that we expect to be reclassified into interest
expense within the next 12 months is $28 million.
We had previously extended the term of our $3,500 million receive-variable, pay-fixed interest rate swaps in 2019 to align the
maturity date of the interest rate swaps with the new maturity date of our Term Loan B. The extension of the term resulted in a de-
designation and re-designation of the interest rate swaps and the swaps continue to be accounted for as a cash flow hedge for hedge
accounting. In connection with the de-designation, we recognized a net unrealized loss of $213 million in AOCI and this amount gets
reclassified into Interest expense, net as the original forecasted transaction affects earnings. The amount of pre-tax losses in connection
with this net unrealized loss in AOCI as of December 31, 2021 that we expect to be reclassified into interest expense within the next
12 months is $50 million.

Cross-Currency Rate Swaps

To protect the value of our investments in our foreign operations against adverse changes in foreign currency exchange rates, we
hedge a portion of our net investment in one or more of our foreign subsidiaries by using cross-currency rate swaps. At December 31,
2021, we had outstanding cross-currency rate swap contracts between the Canadian dollar and U.S. dollar and the Euro and U.S. dollar
that have been designated as net investment hedges of a portion of our equity in foreign operations in those currencies. The component

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of the gains and losses on our net investment in these designated foreign operations driven by changes in foreign exchange rates are
economically partly offset by movements in the fair value of our cross-currency swap contracts. The fair value of the swaps is
calculated each period with changes in fair value reported in AOCI, net of tax. Such amounts will remain in AOCI until the complete
or substantially complete liquidation of our investment in the underlying foreign operations.

At December 31, 2021, we had outstanding fixed-to-fixed cross-currency rate swaps to partially hedge the net investment in our
Canadian subsidiaries. At inception, these cross-currency rate swaps were designated as a hedge and are accounted for as net
investment hedges. These swaps are contracts to exchange quarterly fixed-rate interest payments we make on the Canadian dollar
notional amount of C$6,754 million for quarterly fixed-rate interest payments we receive on the U.S. dollar notional amount of $5,000
million through the maturity date of June 30, 2023.

At December 31, 2021, we had outstanding cross-currency rate swaps in which we pay quarterly fixed-rate interest payments on
the Euro notional amount of €1,108 million and receive quarterly fixed-rate interest payments on the U.S. dollar notional amount of
$1,200 million. At inception, these cross-currency rate swaps were designated as a hedge and are accounted for as a net investment
hedge. During 2018, we extended the term of the swaps from March 31, 2021 to the maturity date of February 17, 2024. The extension
of the term resulted in a re-designation of the hedge and the swaps continue to be accounted for as a net investment hedge.
Additionally, at December 31, 2021, we also had outstanding cross-currency rate swaps in which we receive quarterly fixed-rate
interest payments on the U.S. dollar notional value of $400 million, entered during 2018, and $500 million, entered during 2019,
through the maturity date of February 17, 2024 and $150 million, entered during 2021, through the maturity date of October 31, 2028.
At inception, these cross-currency rate swaps were designated as a hedge and are accounted for as a net investment hedge.

The fixed to fixed cross-currency rate swaps hedging Canadian dollar and Euro net investments utilized the forward method of
effectiveness assessment prior to March 15, 2018. On March 15, 2018, we de-designated and subsequently re-designated the
outstanding fixed to fixed cross-currency rate swaps to prospectively use the spot method of hedge effectiveness assessment.
Additionally, as a result of adopting new hedge accounting guidance during 2018, we elected to exclude the interest component (the
"Excluded Component") from the accounting hedge without affecting net investment hedge accounting and elected to amortize the
Excluded Component over the life of the derivative instrument. The amortization of the Excluded Component is recognized in Interest
expense, net in the consolidated statement of operations. The change in fair value that is not related to the Excluded Component is
recorded in AOCI and will be reclassified to earnings when the foreign subsidiaries are sold or substantially liquidated.

Foreign Currency Exchange Contracts

We use foreign exchange derivative instruments to manage the impact of foreign exchange fluctuations on U.S. dollar purchases
and payments, such as coffee purchases made by our Canadian Tim Hortons operations. At December 31, 2021, we had outstanding
forward currency contracts to manage this risk in which we sell Canadian dollars and buy U.S. dollars with a notional value of $171
million with maturities to February 2023. We have designated these instruments as cash flow hedges, and as such, the unrealized
changes in market value of effective hedges are recorded in AOCI and are reclassified into earnings during the period in which the
hedged forecasted transaction affects earnings.

Credit Risk

By entering into derivative contracts, we are exposed to counterparty credit risk. Counterparty credit risk is the failure of the
counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is in an asset position,
the counterparty has a liability to us, which creates credit risk for us. We attempt to minimize this risk by selecting counterparties with
investment grade credit ratings and regularly monitoring our market position with each counterparty.

Credit-Risk Related Contingent Features

Our derivative instruments do not contain any credit-risk related contingent features.

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Quantitative Disclosures about Derivative Instruments and Fair Value Measurements

The following tables present the required quantitative disclosures for our derivative instruments, including their estimated fair
values (all estimated using Level 2 inputs) and their location on our consolidated balance sheets (in millions):

Gain or (Loss) Recognized in

Other Comprehensive Income (Loss)
2021 2020 2019
Derivatives designated as cash flow hedges(1)
Interest rate swaps $ 132 $ (333) $ (102)
Forward-currency contracts $ — $ (2) $ (4)
Derivatives designated as net investment hedges
Cross-currency rate swaps $ 96 $ (302) $ (118)
(1) We did not exclude any components from the cash flow hedge relationships presented in this table.

Location of Gain or
(Loss) Reclassified from Gain or (Loss) Reclassified from AOCI into
AOCI into Earnings Earnings
2021 2020 2019
Derivatives designated as cash flow hedges
Interest rate swaps Interest expense, net $ (125) $ (102) $ (26)
Forward-currency contracts Cost of sales $ (7) $ 2 $ 5

Location of Gain or Gain or (Loss) Recognized in Earnings

(Loss) Recognized in (Amount Excluded from Effectiveness
Earnings Testing)
2021 2020 2019
Derivatives designated as net investment hedges
Cross-currency rate swaps Interest expense, net $ 45 $ 69 $ 70

Fair Value as of
December 31,
2021 2020 Balance Sheet Location
Assets:
Derivatives designated as cash flow hedges
Foreign currency $ 2 $ — Prepaids and other current assets
Derivatives designated as net investment hedges
Foreign currency 23 — Other assets, net
Total assets at fair value $ 25 $ —

Liabilities:
Derivatives designated as cash flow hedges
Interest rate $ 220 $ 430 Other liabilities, net
Foreign currency — 5 Other accrued liabilities
Derivatives designated as net investment hedges
Foreign currency 355 434 Other liabilities, net
Total liabilities at fair value $ 575 $ 869

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Note 13. Equity

Pursuant to the terms of the partnership agreement, RBI, as the holder of Class A common units, is entitled to distributions from
Partnership in an amount equal to the aggregate dividends payable by RBI to holders of RBI common shares, and the holders of
Partnership exchangeable units are entitled to receive distributions from Partnership in an amount per unit equal to the dividend
payable by RBI on each RBI common share. Additionally, if RBI proposes to redeem, repurchase or otherwise acquire any RBI
common shares, the partnership agreement requires that Partnership, immediately prior to such redemption, repurchase or acquisition,
make a distribution to RBI on the Class A common units in an amount sufficient for RBI to fund such redemption, repurchase or
acquisition, as the case may be. Each holder of a Partnership exchangeable unit is entitled to vote in respect of matters on which
holders of RBI common shares are entitled to vote through one special voting share of RBI. Since December 12, 2015, a holder of a
Partnership exchangeable unit may require Partnership to exchange all or any portion of such holder’s Partnership exchangeable units
for RBI common shares at a ratio of one common share for each Partnership exchangeable unit, subject to RBI’s right as the general
partner of Partnership, in its sole discretion, to deliver a cash payment in lieu of RBI common shares. If RBI elects to make a cash
payment in lieu of issuing common shares, the amount of the payment will be the weighted average trading price of the RBI common
shares on the New York Stock Exchange for the 20 consecutive trading days ending on the last business day prior to the exchange
date.

During 2021, Partnership exchanged 10,119,880 Partnership exchangeable units, pursuant to exchange notices received. In
accordance with the terms of the partnership agreement, Partnership satisfied the exchange notices by exchanging 10,119,880
Partnership exchangeable units for the same number of newly issued RBI common shares. During 2020, Partnership exchanged
10,393,861 Partnership exchangeable units, pursuant to exchange notices received. In accordance with the terms of the partnership
agreement, Partnership satisfied the exchange notices by repurchasing 6,757,692 Partnership exchangeable units for approximately
$380 million in cash and exchanging 3,636,169 Partnership exchangeable units for the same number of newly issued RBI common
shares. During 2019, Partnership exchanged 42,016,392 Partnership exchangeable units, pursuant to exchange notices received. In
accordance with the terms of the partnership agreement, Partnership satisfied the exchange notices by exchanging 42,016,392
Partnership exchangeable units for the same number of newly issued RBI common shares. The exchanges of Partnership exchangeable
units were recorded as increases to the Class A common units balance within partner’s capital in our consolidated balance sheets in an
amount equal to the market value of the newly issued RBI common shares and a reduction to the Partnership exchangeable units
balance within partner’s capital of our consolidated balance sheets in an amount equal to the cash paid by Partnership and the market
value of the newly issued RBI common shares. Pursuant to the terms of the partnership agreement, upon the exchange of Partnership
exchangeable units, each such Partnership exchangeable unit was cancelled concurrently with the exchange.

RBI Share Repurchase

On July 28, 2021, the RBI Board of Directors approved a share repurchase program that allows RBI to purchase up to $1,000
million of RBI common shares until August 10, 2023. During 2021, RBI repurchased and cancelled 9,247,648 common shares for
$551 million. Pursuant to the terms of the partnership agreement, Partnership made a distribution to RBI on the Class A common units
in an amount sufficient for RBI to fund such share repurchases.

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Accumulated Other Comprehensive Income (Loss)

The following table displays the change in the components of AOCI (in millions):

Accumulated
Foreign Other
Currency Comprehensive
Derivatives Pensions Translation Income (Loss)
Balances at December 31, 2018 $ 454 $ (27) $ (1,864) $ (1,437)
Foreign currency translation adjustment — — 409 409
Net change in fair value of derivatives, net of tax (163) — — (163)
Amounts reclassified to earnings of cash flow hedges, net of tax 15 — — 15
Pension and post-retirement benefit plans, net of tax — (2) — (2)
Balances at December 31, 2019 $ 306 $ (29) $ (1,455) $ (1,178)
Foreign currency translation adjustment — — 332 332
Net change in fair value of derivatives, net of tax (486) — — (486)
Amounts reclassified to earnings of cash flow hedges, net of tax 73 — — 73
Pension and post-retirement benefit plans, net of tax — (16) — (16)
Balances at December 31, 2020 $ (107) $ (45) $ (1,123) $ (1,275)
Foreign currency translation adjustment — — (67) (67)
Net change in fair value of derivatives, net of tax 207 — — 207
Amounts reclassified to earnings of cash flow hedges, net of tax 96 — — 96
Pension and post-retirement benefit plans, net of tax — 15 — 15
Balances at December 31, 2021 $ 196 $ (30) $ (1,190) $ (1,024)

Note 14. Share-based Compensation

Share-based compensation expense associated with the participation of Partnership and its subsidiaries in RBI’s share-based
compensation plans is recognized in Partnership’s Financial Statements.

RBI's Amended and Restated 2014 Omnibus Incentive Plan (the “Omnibus Plan”) provides for the grant of awards to
employees, directors, consultants and other persons who provide services to RBI and its affiliates. RBI also has some outstanding
awards under legacy plans for BK and TH, that were assumed in connection with the merger and amalgamation of those entities within
the RBI group. No new awards may be granted under these legacy BK plans or legacy TH plans.

RBI is currently issuing awards under the Omnibus Plan and the number of shares available for issuance under such plan as of
December 31, 2021 was 10,122,551. The Omnibus Plan permits the grant of several types of awards with respect to RBI common
shares, including stock options, time-vested RSUs, and performance-based RSUs, which may include RBI and/or individual
performance based-vesting conditions. Under the terms of the Omnibus Plan, RSUs are entitled to dividend equivalents, unless
otherwise noted. Dividend equivalents are not distributed unless the related awards vest. Upon vesting, the amount of the dividend
equivalent, which is distributed in additional RSUs, except in the case of RSUs awarded to non-management members of RBI's board
of directors, is equal to the equivalent of the aggregate dividends declared on common shares during the period from the date of grant
of the award compounded until the date the shares underlying the award are delivered.

Stock option awards are granted with an exercise price or market value equal to the closing price of RBI's common shares on the
trading day preceding the date of grant. RBI satisfies stock option exercises through the issuance of authorized but previously unissued
common shares. New stock option grants generally cliff vest 5 years from the original grant date, provided the employee is
continuously employed by RBI or one of our affiliates, and the stock options expire 10 years following the grant date. Additionally, if
RBI terminates the employment of a stock option holder without cause prior to the vesting date, or if the employee retires or becomes
disabled, the employee will become vested in the number of stock options as if the stock options vested 20% on each anniversary of
the grant date. If the employee dies, the employee will become vested in the number of stock options as if the stock options vested
20% on the first anniversary of the grant date, 40% on the second anniversary of the grant date and 100% on the third anniversary of
the grant date. If an employee is terminated with cause or resigns before vesting, all stock options are forfeited. If there is an event
such as a return of capital or dividend that is determined to be dilutive, the exercise price of the awards will be adjusted accordingly.

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Share-based compensation expense consists of the following for the periods presented (in millions):

2021 2020 2019

Total share-based compensation expense - Stock options and RSUs (a)(b) $ 88 $ 74 $ 68

(a) Includes $2 million, $3 million, and $4 million due to modification of awards in 2021, 2020 and 2019, respectively.
(b) Generally classified as general and administrative expenses in the consolidated statements of operations.

As of December 31, 2021, total unrecognized compensation cost related to share-based compensation arrangements was $189
million and is expected to be recognized over a weighted-average period of approximately 2.6 years.

The following assumptions were used in the Black-Scholes option-pricing model to determine the fair value of stock option
awards at the grant date:

2021 2020 2019

Risk-free interest rate 1.29% 1.29% 1.82%
Expected term (in years) 5.88 5.88 6.19
Expected volatility 23.9% 23.9% 25.5%
Expected dividend yield 3.14% 3.14% 3.09%

The risk-free interest rate was based on the U.S. Treasury or Canadian Sovereign bond yield with a remaining term equal to the
expected option life assumed at the date of grant. The expected term was calculated based on the analysis of a five-year vesting period
coupled with RBI's expectations of exercise activity. Expected volatility was based on the historical and implied equity volatility of
RBI and a review of the equity volatilities of publicly-traded guideline companies. The expected dividend yield is based on the annual
dividend yield at the time of grant.

The following is a summary of stock option activity under our plans for the year ended December 31, 2021:

Weighted
Average
Total Number Aggregate Remaining
of Weighted Intrinsic Contractual
Options Average Value (a) Term
(in 000’s) Exercise Price (in 000’s) (Years)
Outstanding at January 1, 2021 8,202 $ 51.86
Granted 15 $ 65.11
Exercised (1,594) $ 37.83
Forfeited (416) $ 63.00
Outstanding at December 31, 2021 6,207 $ 54.80 $ 48,468 5.6
Exercisable at December 31, 2021 1,961 $ 39.68 $ 41,255 3.3
Vested or expected to vest at December 31, 2021 5,671 $ 54.10 $ 47,650 5.5

(a) The intrinsic value represents the amount by which the fair value of RBI's stock exceeds the option exercise price at
December 31, 2021.

The weighted-average grant date fair value per stock option granted was $10.15, $10.38, and $11.83 during 2021, 2020 and
2019, respectively. The total intrinsic value of stock options exercised was $46 million during 2021, $55 million during 2020, and
$200 million during 2019.

The fair value of the time-vested RSUs and performance-based RSUs is based on the closing price of RBI’s common shares on
the trading day preceding the date of grant. During 2021, RBI granted total shareholder return (“TSR”) performance-based RSUs that
vest over a three year period based on the achievement of contractually defined total RBI shareholder return targets with respect to the
S&P 500 Index. The fair value of the TSR awards was based on a Monte Carlo Simulation valuation model and we expense these
market condition awards over the vesting period regardless of the value that the award recipients ultimately receive. Time-vested
RSUs and performance-based RSUs awarded prior to 2021 generally cliff vest five years from the original grant date. Time-vested
RSUs granted in 2021 generally vest 25% per year over four years and performance-based RSUs granted in 2021 cliff vest three years

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from the original grant date. RBI has awarded a limited number of time-vested RSUs that proportionally vest over a period shorter
than four years. Time-vested RSUs are expensed over the vesting period. Performance-based RSUs are expensed over the vesting
period, based upon the probability that the performance target will be met. RBI grants fully vested RSUs, with dividend equivalent
rights that accrue in cash, to non-employee members of our board of directors in lieu of a cash retainer and committee fees. All such
RSUs will settle and common shares of RBI will be issued upon termination of service by the board member.

Starting in 2021, the time-vested RSUs generally vest 25% per year on December 31st over four years from the grant date and
performance-based RSUs generally cliff vest three years from the grant date (the starting date for the applicable vesting period is
referred to as the “Anniversary Date”). For grants prior to 2021, if the employee is terminated for any reason within the first two years
of the Anniversary Date, 100% of the time-vested RSUs granted will be forfeited. If we terminate the employment of a time-vested
RSU holder without cause two years after the Anniversary Date, or if the employee retires, the employee will become vested in the
number of time-vested RSUs as if the time-vested RSUs vested 20% for each year after the Anniversary Date. For grants prior to
2021, if the employee is terminated for any reason within the first three years of the Anniversary Date, 100% of the performance-
based RSUs granted will be forfeited. If we terminate the employment of a performance-based RSU holder without cause between
three and five years after the Anniversary Date, or if the employee retires, the employee will become vested in 50% of the
performance-based RSUs. For grants of time-vested RSUs beginning in 2021, if the employee is terminated for any reason prior to any
vesting date, the employee will forfeit all of the RSUs that are unvested at the time of termination. For grants of performance-based
RSUs beginning in 2021, if the employee is terminated within the first two years of the Anniversary Date, 100% of the performance-
based RSUs will be forfeited. If we terminate the employment of a performance-based RSU holder without cause two years after the
Anniversary Date, or if the employee retires, the employee will become vested in 67% of the performance-based RSUs that are earned
based on the performance criteria. An alternate ratable vesting schedule applies to the extent the participant ends employment by
reason of death or disability.

The following is a summary of time-vested RSUs and performance-based RSUs activity for the year ended December 31, 2021:

Time-vested RSUs Performance-based RSUs

Total Number of Weighted Average Total Number of Weighted Average
Shares Grant Date Fair Shares Grant Date Fair
(in 000’s) Value (in 000’s) Value
Outstanding at January 1, 2021 1,761 $ 49.99 4,869 $ 56.96
Granted 1,566 $ 60.97 425 $ 57.60
Vested and settled (455) $ 39.54 (1,189) $ 38.07
Dividend equivalents granted 68 $ — 133 $ —
Forfeited (176) $ 61.98 (343) $ 67.36
Outstanding at December 31, 2021 2,764 $ 57.47 3,895 $ 62.09

The weighted-average grant date fair value of time-vested RSUs granted was $65.20 and $64.82 during 2020 and 2019,
respectively. The weighted-average grant date fair value of performance-based RSUs granted was $62.69 and $65.54 during 2020 and
2019, respectively. The total fair value, determined as of the date of vesting, of RSUs vested and converted to common shares of RBI
during 2021, 2020 and 2019 was $99 million, $21 million and $8 million, respectively.

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Note 15. Revenue Recognition

Contract Liabilities

Contract liabilities consist of deferred revenue resulting from initial and renewal franchise fees paid by franchisees, as well as
upfront fees paid by master franchisees, which are generally recognized on a straight-line basis over the term of the underlying
agreement. We classify these contract liabilities as Other liabilities, net in our consolidated balance sheets. The following table reflects
the change in contract liabilities by segment and on a consolidated basis between December 31, 2020 and December 31, 2021 (in
millions):

Contract Liabilities TH BK PLK Consolidated

Balance at December 31, 2020 $ 62 $ 427 $ 39 $ 528
Recognized during period and included in the contract
liability balance at the beginning of the year (9) (44) (4) (57)
Increase, excluding amounts recognized as revenue
during the period 12 40 21 73
Impact of foreign currency translation — (13) — (13)
Balance at December 31, 2021 $ 65 $ 410 $ 56 $ 531

The following table illustrates estimated revenues expected to be recognized in the future related to performance obligations that
are unsatisfied (or partially unsatisfied) by segment and on a consolidated basis as of December 31, 2021 (in millions):

Contract liabilities expected to be recognized in TH BK PLK Consolidated

2022 $ 10 $ 34 $ 4 $ 48
2023 9 33 4 46
2024 9 32 4 45
2025 8 32 4 44
2026 6 31 3 40
Thereafter 23 248 37 308
Total $ 65 $ 410 $ 56 $ 531

Disaggregation of Total Revenues

Total revenues consist of the following (in millions):

2021 2020 2019

Sales $ 2,378 $ 2,013 $ 2,362
Royalties 1,561 1,327 1,459
Property revenues 793 718 833
Franchise fees and other revenue 98 76 89
Advertising revenues 909 834 860
Total revenues $ 5,739 $ 4,968 $ 5,603

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Note 16. Other Operating Expenses (Income), net

Other operating expenses (income), net, consist of the following (in millions):

2021 2020 2019

Net losses (gains) on disposal of assets, restaurant closures and refranchisings $ 2 $ 6 $ 7
Litigation settlements and reserves, net 81 7 2
Net losses (gains) on foreign exchange (76) 100 (15)
Other, net — (8) (4)
Other operating expenses (income), net $ 7 $ 105 $ (10)

Net losses (gains) on disposal of assets, restaurant closures, and refranchisings represent sales of properties and other costs
related to restaurant closures and refranchisings. Gains and losses recognized in the current period may reflect certain costs related to
closures and refranchisings that occurred in previous periods.

Litigation settlements and reserves, net primarily reflects accruals and payments made and proceeds received in connection with
litigation and arbitration matters and other business disputes.

In early 2022, we entered into negotiations to resolve business disputes that arose during 2021 with counterparties to the master
franchise agreements for Burger King and Popeyes in China. Based on these discussions, we expect to agree to pay approximately
$100 million in 2022, including $72 million that is included in Litigation settlements and reserves, net for 2021. Remaining amounts
primarily will be recorded as an equity method investment when made.

Net losses (gains) on foreign exchange are primarily related to revaluation of foreign denominated assets and liabilities.

Note 17. Commitments and Contingencies

Letters of Credit
As of December 31, 2021, we had $12 million in irrevocable standby letters of credit outstanding, which were issued primarily
to certain insurance carriers to guarantee payments of deductibles for various insurance programs, such as health and commercial
liability insurance. Of these letters of credit outstanding, $2 million are secured by the collateral under our Revolving Credit Facility
and the remainder are secured by cash collateral. As of December 31, 2021, no amounts had been drawn on any of these irrevocable
standby letters of credit.

Purchase Commitments
We have arrangements for information technology and telecommunication services with an aggregate contractual obligation of
$33 million over the next three years, some of which have early termination fees. We also enter into commitments to purchase
advertising. As of December 31, 2021, these commitments totaled $194 million and run through 2025.

Litigation

From time to time, we are involved in legal proceedings arising in the ordinary course of business relating to matters including,
but not limited to, disputes with franchisees, suppliers, employees and customers, as well as disputes over our intellectual property.

On October 5, 2018, a class action complaint was filed against Burger King Worldwide, Inc. (“BKW”) and Burger King
Corporation (“BKC”) in the U.S. District Court for the Southern District of Florida by Jarvis Arrington, individually and on behalf of
all others similarly situated. On October 18, 2018, a second class action complaint was filed against RBI, BKW and BKC in the U.S.
District Court for the Southern District of Florida by Monique Michel, individually and on behalf of all others similarly situated. On
October 31, 2018, a third class action complaint was filed against BKC and BKW in the U.S. District Court for the Southern District
of Florida by Geneva Blanchard and Tiffany Miller, individually and on behalf of all others similarly situated. On November 2, 2018,
a fourth class action complaint was filed against RBI, BKW and BKC in the U.S. District Court for the Southern District of Florida by
Sandra Muster, individually and on behalf of all others similarly situated. These complaints have been consolidated and allege that the
defendants violated Section 1 of the Sherman Act by incorporating an employee no-solicitation and no-hiring clause in the standard
form franchise agreement all Burger King franchisees are required to sign. Each plaintiff seeks injunctive relief and damages for

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himself or herself and other members of the class. On March 24, 2020, the Court granted BKC’s motion to dismiss for failure to state a
claim and on April 20, 2020 the plaintiffs filed a motion for leave to amend their complaint. On April 27, 2020, BKC filed a motion
opposing the motion for leave to amend. The court denied the plaintiffs motion for leave to amend their complaint in August 2020 and
the plaintiffs appealed this ruling. Oral arguments for the appeal were heard in September 2021 and the parties await a ruling on the
appeal. While we currently believe these claims are without merit, we are unable to predict the ultimate outcome of this case or
estimate the range of possible loss, if any.

In July 2019, a class action complaint was filed against The TDL Group Corp. (“TDL”) in the Supreme Court of British
Columbia by Samir Latifi, individually and on behalf of all others similarly situated. The complaint alleges that TDL violated the
Canadian Competition Act by incorporating an employee no-solicitation and no-hiring clause in the standard form franchise agreement
all Tim Hortons franchisees are required to sign. The plaintiff seeks damages and restitution, on behalf of himself and other members
of the class. In February 2021, TDL filed and served an application to strike which was heard in May 2021. The court struck the
substantial points, including: the claim related to the Canadian Competition Act, the unlawful conspiracy claim, and the claim for
unjust enrichment. While we currently believe this claim is without merit, we are unable to predict the ultimate outcome of this case or
estimate the range of possible loss, if any.

On June 30, 2020, a class action complaint was filed against Restaurant Brands International Inc., Restaurant Brands
International Limited Partnership and The TDL Group Corp. in the Quebec Superior Court by Steve Holcman, individually and on
behalf of all Quebec residents who downloaded the Tim Hortons mobile application. On July 2, 2020, a Notice of Action related to a
second class action complaint was filed against Restaurant Brands International Inc., in the Ontario Superior Court by Ashley Sitko
and Ashley Cadeau, individually and on behalf of all Canadian residents who downloaded the Tim Hortons mobile application. On
August 31, 2020, a notice of claim was filed against Restaurant Brands International Inc. in the Supreme Court of British Columbia by
Wai Lam Jacky Law on behalf of all persons in Canada who downloaded the Tim Hortons mobile application or the Burger King
mobile application. On September 30, 2020, a notice of action was filed against Restaurant Brands International Inc., Restaurant
Brands International Limited Partnership, The TDL Group Corp., Burger King Worldwide, Inc. and Popeyes Louisiana Kitchen, Inc.
in the Ontario Superior Court of Justice by William Jung on behalf of a to be determined class. All of the complaints allege that the
defendants violated the plaintiff’s privacy rights, the Personal Information Protection and Electronic Documents Act, consumer
protection and competition laws or app-based undertakings to users, in each case in connection with the collection of geolocation data
through the Tim Hortons mobile application, and in certain cases, the Burger King and Popeyes mobile applications. Each plaintiff
seeks injunctive relief and monetary damages for himself or herself and other members of the class. These cases are in preliminary
stages and we intend to vigorously defend against these lawsuits, but we are unable to predict the ultimate outcome of any of these
cases or estimate the range of possible loss, if any.

On October 26, 2020, City of Warwick Municipal Employees Pension Fund, a purported stockholder of Restaurant Brands
International Inc., individually and putatively on behalf of all other stockholders similarly situated, filed a lawsuit in the Supreme
Court of the State of New York County of New York naming RBI and certain of its officers, directors and shareholders as defendants
alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, as amended, in connection with certain offerings of
securities by an affiliate in August and September 2019. The complaint alleges that the shelf registration statement used in connection
with such offering contained certain false and/or misleading statements or omissions. The complaint seeks, among other relief, class
certification of the lawsuit, unspecified compensatory damages, rescission, pre-judgement and post-judgement interest, costs and
expenses. On December 18, 2020 the plaintiffs filed an amended complaint and on February 16, 2021 RBI filed a motion to dismiss
the complaint. The plaintiffs filed a brief in opposition to the motion on April 19, 2021 and RBI filed a reply in May 2021. The motion
to dismiss is scheduled to be heard in March 2022. RBI intends to vigorously defend. While RBI believe these claims are without
merit, RBI is unable to predict the ultimate outcome of this case or estimate the range of possible loss, if any.

Note 18. Segment Reporting and Geographical Information

As stated in Note 1, Description of Business and Organization, we manage four brands. Under the Tim Hortons brand, we
operate in the donut/coffee/tea category of the quick service segment of the restaurant industry. Under the Burger King brand, we
operate in the fast food hamburger restaurant category of the quick service segment of the restaurant industry. Under the Popeyes
brand, we operate in the chicken category of the quick service segment of the restaurant industry. Under the Firehouse Subs brand, we
operate in the specialty subs category of the quick service segment of the restaurant industry. Our business generates revenue from the
following sources: (i) franchise and advertising revenues, consisting primarily of royalties and advertising fund contributions based on
a percentage of sales reported by franchise restaurants and franchise fees paid by franchisees; (ii) property revenues from properties
we lease or sublease to franchisees; and (iii) sales at restaurants owned by us (“Company restaurants”). In addition, our TH business
generates revenue from sales to franchisees related to our supply chain operations, including manufacturing, procurement,
warehousing and distribution, as well as sales to retailers. We manage each of our brands as an operating segment and each operating
segment represents a reportable segment.

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Our management structure and financial reporting is organized around our four brands, including the information regularly
reviewed by our Chief Executive Officer, who is our Chief Operating Decision Maker. Therefore, we have four operating segments:
(1) TH, which includes all operations of our Tim Hortons brand, (2) BK, which includes all operations of our Burger King brand, (3)
PLK, which includes all operations of our Popeyes brand, and (4) FHS, which includes all operations of our Firehouse Subs brand.
Our four operating segments represent our reportable segments. FHS revenues and segment income for the period from the acquisition
date of December 15, 2021 through December 26, 2021 (the fiscal year end for FHS) are included in our consolidated statement of
operations for 2021.

The following tables present revenues, by segment and by country, depreciation and amortization, (income) loss from equity
method investments, and capital expenditures by segment (in millions):

2021 2020 2019

Revenues by operating segment:
TH $ 3,342 $ 2,810 $ 3,344
BK 1,813 1,602 1,777
PLK 579 556 482
FHS 5 — —
Total $ 5,739 $ 4,968 $ 5,603

Revenues by country (a):

Canada $ 3,035 $ 2,546 $ 3,037
United States 2,005 1,889 1,930
Other 699 533 636
Total $ 5,739 $ 4,968 $ 5,603
Depreciation and amortization:
TH $ 132 $ 119 $ 112
BK 62 62 62
PLK 7 8 11
Total $ 201 $ 189 $ 185

(Income) loss from equity method investments:

TH $ (13) $ (4) $ (7)
BK 17 43 (4)
Total $ 4 $ 39 $ (11)
Capital expenditures:
TH $ 61 $ 92 $ 37
BK 34 18 20
PLK 11 7 5
Total $ 106 $ 117 $ 62

(a) Only Canada and the United States represented 10% or more of our total revenues in each period presented.

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Total assets by segment, and long-lived assets by segment and country are as follows (in millions):

Assets Long-Lived Assets

As of December 31, As of December 31,
2021 2020 2021 2020
By operating segment:
TH $ 13,995 $ 13,963 $ 1,963 $ 1,990
BK 4,946 5,334 1,137 1,128
PLK 2,563 2,525 141 131
FHS 1,103 — 4 —
Unallocated 639 955 — —
Total $ 23,246 $ 22,777 $ 3,245 $ 3,249
By country:
Canada $ 1,670 $ 1,685
United States 1,556 1,539
Other 19 25
Total $ 3,245 $ 3,249

Long-lived assets include property and equipment, net, finance and operating lease right of use assets, net and net investment in
property leased to franchisees. Only Canada and the United States represented 10% or more of our total long-lived assets as of
December 31, 2021 and December 31, 2020.

Our measure of segment income is Adjusted EBITDA. Adjusted EBITDA represents earnings (net income or loss) before
interest expense, net, loss on early extinguishment of debt, income tax (benefit) expense, and depreciation and amortization, adjusted
to exclude (i) the non-cash impact of share-based compensation and non-cash incentive compensation expense, (ii) (income) loss from
equity method investments, net of cash distributions received from equity method investments, (iii) other operating expenses (income),
net and, (iv) income/expenses from non-recurring projects and non-operating activities. For the periods referenced, this included (i)
non-recurring fees and expense incurred in connection with the Firehouse Subs acquisition consisting of professional fees and
compensation related expenses (“FHS Transaction costs”); (ii) costs from professional advisory and consulting services associated
with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movements, including
services related to significant tax reform legislation, regulations and related restructuring initiatives (“Corporate restructuring and tax
advisory fees”); and (iii) costs incurred in connection with the centralization and relocation of our Canadian and U.S. restaurant
support centers to new offices in Toronto, Ontario, and Miami, Florida, respectively, (“Office centralization and relocation costs”).

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Adjusted EBITDA is used by management to measure operating performance of the business, excluding these non-cash and
other specifically identified items that management believes are not relevant to management’s assessment of our operating
performance. A reconciliation of segment income to net income consists of the following (in millions):

2021 2020 2019

Segment income:
TH $ 997 $ 823 $ 1,122
BK 1,021 823 994
PLK 228 218 188
FHS 2 — —
Adjusted EBITDA 2,248 1,864 2,304
Share-based compensation and non-cash incentive compensation expense 102 84 74
FHS Transaction costs 18 — —
Corporate restructuring and tax advisory fees 16 16 31
Office centralization and relocation costs — — 6
Impact of equity method investments (a) 25 48 11
Other operating expenses (income), net 7 105 (10)
EBITDA 2,080 1,611 2,192
Depreciation and amortization 201 189 185
Income from operations 1,879 1,422 2,007
Interest expense, net 505 508 532
Loss on early extinguishment of debt 11 98 23
Income tax expense 110 66 341
Net income $ 1,253 $ 750 $ 1,111

(a) Represents (i) (income) loss from equity method investments and (ii) cash distributions received from our equity method
investments. Cash distributions received from our equity method investments are included in segment income.

Note 19. Supplemental Financial Information

1011778 B.C. Unlimited Liability Company (the “Parent Issuer”) and New Red Finance Inc. (the “Co-Issuer” and together with
the Parent Issuer, the “Issuers”) entered into an amended credit agreement, as amended from time to time, that provides for obligations
under the Credit Facilities. The Issuers entered into the 3.875% First Lien Senior Notes Indenture with respect to the 3.875% First
Lien Senior Notes due 2028. The Issuers entered into the 5.75% First Lien Senior Notes Indenture with respect to the 5.75% First Lien
Senior Notes due 2025. The Issuers entered into the 3.50% First Lien Senior Notes Indenture with respect to the 3.50% First Lien
Senior Notes due 2029. The Issuers entered into the 4.375% Second Lien Senior Notes Indenture with respect to the 4.375% Second
Lien Senior Notes due 2028. The Issuers entered into the 4.00% Second Lien Senior Notes Indenture with respect to the 4.00%
Second Lien Senior Notes Due 2030.

The agreement governing our Credit Facilities, the 3.875% First Lien Senior Notes Indenture, the 5.75% First Lien Senior Notes
Indenture, the 3.50% First Lien Senior Notes Indenture, the 4.375% Second Lien Senior Notes Indenture and the 4.00% Second Lien
Senior Notes Indenture allow the financial reporting obligation of the Parent Issuer to be satisfied through the reporting of
Partnership’s consolidated financial information, provided that the consolidated financial information of the Parent Issuer and its
restricted subsidiaries is presented on a standalone basis.

The following represents the condensed consolidating financial information for the Parent Issuer and its restricted subsidiaries
(“Consolidated Borrowers”) on a consolidated basis, together with eliminations, as of and for the periods indicated. The condensed
consolidating financial information of Partnership is combined with the financial information of its wholly-owned subsidiaries that are
also parent entities of the Parent Issuer and presented in a single column under the heading “RBILP”. The consolidating financial
information may not necessarily be indicative of the financial position, results of operations or cash flows had the Issuers and
Partnership operated as independent entities.

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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Balance Sheets
(In millions of U.S. dollars)
As of December 31, 2021

Consolidated
Borrowers RBILP Eliminations Consolidated
ASSETS
Current assets:
Cash and cash equivalents $ 1,087 $ — $ — $ 1,087
Accounts and notes receivable, net 547 — — 547
Inventories, net 96 — — 96
Prepaids and other current assets 86 — — 86
Total current assets 1,816 — — 1,816
Property and equipment, net 2,035 — — 2,035
Operating lease assets, net 1,130 — — 1,130
Intangible assets, net 11,417 — — 11,417
Goodwill 6,006 — — 6,006
Net investment in property leased to franchisees 80 — — 80
Intercompany receivable — 241 (241) —
Investment in subsidiaries — 3,853 (3,853) —
Other assets, net 762 — — 762
Total assets $ 23,246 $ 4,094 $ (4,094) $ 23,246
LIABILITIES AND EQUITY
Current liabilities:
Accounts and drafts payable $ 614 $ — $ — $ 614
Other accrued liabilities 706 241 — 947
Gift card liability 221 — — 221
Current portion of long term debt and finance leases 96 — — 96
Total current liabilities 1,637 241 — 1,878
Term debt, net of current portion 12,916 — — 12,916
Finance leases, net of current portion 333 — — 333
Operating lease liabilities, net of current portion 1,070 — — 1,070
Other liabilities, net 1,822 — — 1,822
Payables to affiliates 241 — (241) —
Deferred income taxes, net 1,374 — — 1,374
Total liabilities 19,393 241 (241) 19,393
Partners’ capital:
Class A common units — 8,421 — 8,421
Partnership exchangeable units — (3,547) — (3,547)
Common shares 2,635 — (2,635) —
Retained earnings 2,239 — (2,239) —
Accumulated other comprehensive income (loss) (1,024) (1,024) 1,024 (1,024)
Total Partners’ capital/shareholders’ equity 3,850 3,850 (3,850) 3,850
Noncontrolling interests 3 3 (3) 3
Total equity 3,853 3,853 (3,853) 3,853
Total liabilities and equity $ 23,246 $ 4,094 $ (4,094) $ 23,246

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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Balance Sheets
(In millions of U.S. dollars)
As of December 31, 2020

Consolidated
Borrowers RBILP Eliminations Consolidated
ASSETS
Current assets:
Cash and cash equivalents $ 1,560 $ — $ — $ 1,560
Accounts and notes receivable, net 536 — — 536
Inventories, net 96 — — 96
Prepaids and other current assets 72 — — 72
Total current assets 2,264 — — 2,264
Property and equipment, net 2,031 — — 2,031
Operating lease assets, net 1,152 — — 1,152
Intangible assets, net 10,701 — — 10,701
Goodwill 5,739 — — 5,739
Net investment in property leased to franchisees 66 — — 66
Intercompany receivable — 239 (239) —
Investment in subsidiaries — 3,721 (3,721) —
Other assets, net 824 — — 824
Total assets $ 22,777 $ 3,960 $ (3,960) $ 22,777
LIABILITIES AND EQUITY
Current liabilities:
Accounts and drafts payable $ 464 $ — $ — $ 464
Other accrued liabilities 596 239 — 835
Gift card liability 191 — — 191
Current portion of long term debt and finance leases 111 — — 111
Total current liabilities 1,362 239 — 1,601
Term debt, net of current portion 12,397 — — 12,397
Finance leases, net of current portion 315 — — 315
Operating lease liabilities, net of current portion 1,082 — — 1,082
Other liabilities, net 2,236 — — 2,236
Payables to affiliates 239 — (239) —
Deferred income taxes, net 1,425 — — 1,425
Total liabilities 19,056 239 (239) 19,056
Partners’ capital:
Class A common units — 7,994 — 7,994
Partnership exchangeable units — (3,002) — (3,002)
Common shares 3,026 — (3,026) —
Retained earnings 1,966 — (1,966) —
Accumulated other comprehensive income (loss) (1,275) (1,275) 1,275 (1,275)
Total Partners’ capital/shareholders’ equity 3,717 3,717 (3,717) 3,717
Noncontrolling interests 4 4 (4) 4
Total equity 3,721 3,721 (3,721) 3,721
Total liabilities and equity $ 22,777 $ 3,960 $ (3,960) $ 22,777

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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations
(In millions of U.S. dollars)
2021

Consolidated
Borrowers RBILP Eliminations Consolidated
Revenues:
Sales $ 2,378 $ — $ — $ 2,378
Franchise and property revenues 2,452 — — 2,452
Advertising revenues 909 — — 909
Total revenues 5,739 — — 5,739
Operating costs and expenses:
Cost of sales 1,890 — — 1,890
Franchise and property expenses 489 — — 489
Advertising expenses 962 — — 962
General and administrative expenses 508 — — 508
(Income) loss from equity method investments 4 — — 4
Other operating expenses (income), net 7 — — 7
Total operating costs and expenses 3,860 — — 3,860
Income from operations 1,879 — — 1,879
Interest expense, net 505 — — 505
Loss on early extinguishment of debt 11 — — 11
Income before income taxes 1,363 — — 1,363
Income tax expense 110 — — 110
Net income 1,253 — — 1,253
Equity in earnings of consolidated subsidiaries — 1,253 (1,253) —
Net income (loss) 1,253 1,253 (1,253) 1,253
Net income (loss) attributable to noncontrolling interests 4 4 (4) 4
Net income (loss) attributable to common unitholders $ 1,249 $ 1,249 $ (1,249) $ 1,249
Total comprehensive income (loss) $ 1,504 $ 1,504 $ (1,504) $ 1,504

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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations
(In millions of U.S. dollars)
2020

Consolidated
Borrowers RBILP Eliminations Consolidated
Revenues:
Sales $ 2,013 $ — $ — $ 2,013
Franchise and property revenues 2,121 — — 2,121
Advertising revenues 834 — — 834
Total revenues 4,968 — — 4,968
Operating costs and expenses:
Cost of sales 1,610 — — 1,610
Franchise and property expenses 515 — — 515
Advertising expenses 870 — — 870
General and administrative expenses 407 — — 407
(Income) loss from equity method investments 39 — — 39
Other operating expenses (income), net 105 — — 105
Total operating costs and expenses 3,546 — — 3,546
Income from operations 1,422 — — 1,422
Interest expense, net 508 — — 508
Loss on early extinguishment of debt 98 — — 98
Income before income taxes 816 — — 816
Income tax expense 66 — — 66
Net income 750 — — 750
Equity in earnings of consolidated subsidiaries — 750 (750) —
Net income (loss) 750 750 (750) 750
Net income (loss) attributable to noncontrolling interests 2 2 (2) 2
Net income (loss) attributable to common unitholders $ 748 $ 748 $ (748) $ 748
Total comprehensive income (loss) $ 653 $ 653 $ (653) $ 653

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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations
(In millions of U.S. dollars)
2019

Consolidated
Borrowers RBILP Eliminations Consolidated
Revenues:
Sales $ 2,362 $ — $ — $ 2,362
Franchise and property revenues 2,381 — — 2,381
Advertising revenues 860 — — 860
Total revenues 5,603 — — 5,603
Operating costs and expenses:
Cost of sales 1,813 — — 1,813
Franchise and property expenses 533 — — 533
Advertising expenses 865 — — 865
General and administrative expenses 406 — — 406
(Income) loss from equity method investments (11) — — (11)
Other operating expenses (income), net (10) — — (10)
Total operating costs and expenses 3,596 — — 3,596
Income from operations 2,007 — — 2,007
Interest expense, net 532 — — 532
Loss on early extinguishment of debt 23 — — 23
Income before income taxes 1,452 — — 1,452
Income tax expense 341 — — 341
Net income 1,111 — — 1,111
Equity in earnings of consolidated subsidiaries — 1,111 (1,111) —
Net income (loss) 1,111 1,111 (1,111) 1,111
Net income (loss) attributable to noncontrolling interests 2 2 (2) 2
Net income (loss) attributable to common unitholders $ 1,109 $ 1,109 $ (1,109) $ 1,109
Total comprehensive income (loss) $ 1,370 $ 1,370 $ (1,370) $ 1,370

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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows
(In millions of U.S. dollars)
2021

Consolidated
Borrowers RBILP Eliminations Consolidated
Cash flows from operating activities:
Net income $ 1,253 $ 1,253 $ (1,253) $ 1,253
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries — (1,253) 1,253 —
Depreciation and amortization 201 — — 201
Premiums paid and non-cash loss on early extinguishment of debt 11 — — 11
Amortization of deferred financing costs and debt issuance discount 27 — — 27
(Income) loss from equity method investments 4 — — 4
Loss (gain) on remeasurement of foreign denominated transactions (76) — — (76)
Net (gains) losses on derivatives 87 — — 87
Share-based compensation and non-cash incentive compensation expense 102 — — 102
Deferred income taxes (5) — — (5)
Other (16) — — (16)
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable 8 — — 8
Inventories and prepaids and other current assets 12 — — 12
Accounts and drafts payable 149 — — 149
Other accrued liabilities and gift card liability 67 — — 67
Tenant inducements paid to franchisees (20) — — (20)
Other long-term assets and liabilities (78) — — (78)
Net cash provided by operating activities 1,726 — — 1,726
Cash flows from investing activities:
Payments for property and equipment (106) — — (106)
Net proceeds from disposal of assets, restaurant closures and refranchisings 16 — — 16
Net payment for purchase of Firehouse Subs, net of cash acquired (1,004) — — (1,004)
Settlement/sale of derivatives, net 5 — — 5
Other investing activities, net (14) — — (14)
Net cash used for investing activities (1,103) — — (1,103)
Cash flows from financing activities:
Proceeds from revolving line of credit and long-term debt 1,335 — — 1,335
Repayments of revolving line of credit, long-term debt and finance leases (889) — — (889)
Payment of financing costs (19) — — (19)
Distributions on Class A and Partnership exchangeable units — (974) — (974)
Distributions to RBI for repurchase of RBI common shares — (551) — (551)
Capital contribution from RBI 60 — — 60
Distributions from subsidiaries (1,525) 1,525 — —
(Payments) proceeds from derivatives (51) — — (51)
Other financing activities, net (4) — — (4)
Net cash used for financing activities (1,093) — — (1,093)
Effect of exchange rates on cash and cash equivalents (3) — — (3)
Increase (decrease) in cash and cash equivalents (473) — — (473)
Cash and cash equivalents at beginning of period 1,560 — — 1,560
Cash and cash equivalents at end of period $ 1,087 $ — $ — $ 1,087

53
 Table of Contents

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows
(In millions of U.S. dollars)
2020

Consolidated
Borrowers RBILP Eliminations Consolidated
Cash flows from operating activities:
Net income $ 750 $ 750 $ (750) $ 750
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries — (750) 750 —
Depreciation and amortization 189 — — 189
Premiums paid and non-cash loss on early extinguishment of debt 97 — — 97
Amortization of deferred financing costs and debt issuance discount 26 — — 26
(Income) loss from equity method investments 39 — — 39
Loss (gain) on remeasurement of foreign denominated transactions 100 — — 100
Net (gains) losses on derivatives 32 — — 32
Share-based compensation and non-cash incentive compensation expense 84 — — 84
Deferred income taxes (208) — — (208)
Other 28 — — 28
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable (30) — — (30)
Inventories and prepaids and other current assets (10) — — (10)
Accounts and drafts payable (183) — — (183)
Other accrued liabilities and gift card liability 6 — — 6
Tenant inducements paid to franchisees (22) — — (22)
Other long-term assets and liabilities 23 — — 23
Net cash provided by operating activities 921 — — 921
Cash flows from investing activities:
Payments for property and equipment (117) — — (117)
Net proceeds from disposal of assets, restaurant closures and refranchisings 12 — — 12
Settlement/sale of derivatives, net 33 — — 33
Other investing activities, net (7) — — (7)
Net cash used for investing activities (79) — — (79)
Cash flows from financing activities:
Proceeds from revolving line of credit and long-term debt 5,235 — — 5,235
Repayments of revolving line of credit, long-term debt and finance leases (4,708) — — (4,708)
Payment of financing costs (43) — — (43)
Distributions on Class A and Partnership exchangeable units — (959) — (959)
Repurchase of Partnership exchangeable units — (380) — (380)
Capital contribution from RBI 82 — — 82
Distributions from subsidiaries (1,339) 1,339 — —
(Payments) proceeds from derivatives (46) — — (46)
Other financing activities, net (2) — — (2)
Net cash used for financing activities (821) — — (821)
Effect of exchange rates on cash and cash equivalents 6 — — 6
Increase (decrease) in cash and cash equivalents 27 — — 27
Cash and cash equivalents at beginning of period 1,533 — — 1,533
Cash and cash equivalents at end of period $ 1,560 $ — $ — $ 1,560

54
 Table of Contents

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows
(In millions of U.S. dollars)
2019

Consolidated
Borrowers RBILP Eliminations Consolidated
Cash flows from operating activities:
Net income $ 1,111 $ 1,111 $ (1,111) $ 1,111
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries — (1,111) 1,111 —
Depreciation and amortization 185 — — 185
Premiums paid and non-cash loss on early extinguishment of debt 16 — — 16
Amortization of deferred financing costs and debt issuance discount 29 — — 29
(Income) loss from equity method investments (11) — — (11)
Loss (gain) on remeasurement of foreign denominated transactions (14) — — (14)
Net (gains) losses on derivatives (49) — — (49)
Share-based compensation and non-cash incentive compensation expense 74 — — 74
Deferred income taxes 58 — — 58
Other 6 — — 6
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable (53) — — (53)
Inventories and prepaids and other current assets (15) — — (15)
Accounts and drafts payable 112 — — 112
Other accrued liabilities and gift card liability (57) — — (57)
Tenant inducements paid to franchisees (54) — — (54)
Other long-term assets and liabilities 138 — — 138
Net cash provided by operating activities 1,476 — — 1,476
Cash flows from investing activities:
Payments for property and equipment (62) — — (62)
Net proceeds from disposal of assets, restaurant closures and refranchisings 8 — — 8
Settlement/sale of derivatives, net 24 — — 24
Net cash used for investing activities (30) — — (30)
Cash flows from financing activities:
Proceeds from revolving line of credit and long-term debt 2,250 — — 2,250
Repayments of revolving line of credit, long-term debt and finance leases (2,266) — — (2,266)
Payment of financing costs (50) — — (50)
Distributions on Class A and Partnership exchangeable units — (901) — (901)
Capital contribution from RBI 102 — — 102
Distributions from subsidiaries (901) 901 — —
(Payments) proceeds from derivatives 23 — — 23
Net cash used for financing activities (842) — — (842)
Effect of exchange rates on cash and cash equivalents 16 — — 16
Increase (decrease) in cash and cash equivalents 620 — — 620
Cash and cash equivalents at beginning of period 913 — — 913
Cash and cash equivalents at end of period $ 1,533 $ — $ — $ 1,533

55
 Table of Contents

Note 20. Subsequent Events

Distributions/Dividends

On January 5, 2022, RBI paid a cash dividend of $0.53 per RBI common share to common shareholders of record on
December 21, 2021. Partnership made a distribution to RBI as holder of Class A common units in the amount of the aggregate
dividends declared and paid by RBI on RBI common shares and also made a distribution in respect of each Partnership exchangeable
unit in the amount of $0.53 per exchangeable unit to holders of record on December 21, 2021.

On February 15, 2022, we announced that the RBI board of directors had declared a cash dividend of $0.54 per RBI common
share for the first quarter of 2020. The dividend will be paid on April 6, 2022 to RBI common shareholders of record on March 23,
2022. Partnership will make a distribution to RBI as holder of Class A common units in the amount of the aggregate dividends
declared and paid by RBI on RBI common shares. Partnership will also make a distribution in respect of each Partnership
exchangeable unit in the amount of $0.54 per Partnership exchangeable unit, and the record date and payment date for such
distribution will be the same as the record date and payment date for the cash dividend per RBI common share set forth above.

*****

56
 GUARANTEE OF PERFORMANCE

For value received, Restaurant Brands International Limited Partnership, a limited partnership
organized under the laws of Ontario (the "Guarantor"), located at 226 Wyecroft Road, Oakville, Ontario, L6K
3X7, Canada, absolutely and unconditionally guarantees to assume the duties and obligations of Burger King
Corporation, located at 5707 Blue Lagoon Drive, Miami, Florida 33126 (the "Franchisor"), under its franchise
registration in each state as identified in Item 21 of this Franchise Disclosure Document, and under its Franchise
Agreement identified in its 2022 Franchise Disclosure Document, as it may be amended, and as that Franchise
Agreement may be entered into with franchisees and amended, modified or extended from time to time with
residents of, or for locations in, those states. This guarantee continues until all such obligations of the Franchisor
under such franchise registrations and the Franchise Agreement are satisfied or until the liability of Franchisor to
such franchisees under the Franchise Agreement has been completely discharged, whichever first occurs. The
Guarantor is not discharged from liability if a claim by a franchisee against the Franchisor remains outstanding.
Notice of acceptance is waived. The Guarantor does not waive receipt of notice of default on the part of the
Franchisor. This guarantee is binding on the Guarantor and its successors and assigns.

The Guarantor signs this guarantee at Miami, Florida on the Bf day of March, 2022.
GUARANTOR:

RESTAURANT BRANDS INTERNATIONAL

LIMITED PARTNERSHIP

By: Restaurant Brands International Inc.

Its: General Partner

»».. 7a_
Name:Matthew Dunnigan
Title: Chief Financial Officer
EXHIBIT R
 POTENTIAL FRANCHISE SELLERS

As required by the amended FTC rule, listed below are the persons who may be classified as “Franchise Sellers.”
The Franchise Seller(s) of your franchise are checked below.

TELEPHONE
NAME PRINCIPAL BUSINESS ADDRESS
NUMBER
Marc Edward Acevedo 5707 Blue Lagoon Drive, Miami, FL 33126 (360) 991-7744
Elizabeth Anderson 5707 Blue Lagoon Drive, Miami, FL 33126 (651) 226-4522
Michael Baccaro 5707 Blue Lagoon Drive, Miami, FL 33126 (585) 576-7392
Brad Bearison 5707 Blue Lagoon Drive, Miami, FL 33126 (908) 208-6759
Brian Bernstein 5707 Blue Lagoon Drive, Miami, FL 33126 (206) 697-3501
Steven MacArthur- 5707 Blue Lagoon Drive, Miami, FL 33126 (760) 291-9282
Brooks
Tyler Busby 5707 Blue Lagoon Drive, Miami, FL 33126 (305) 378-3297
Sanchita Chawla 130 King Street West, Suite 300, Toronto, ON M5X 1K6, (905) 339-5867
Canada
Alexander Cohorsky 5707 Blue Lagoon Drive, Miami, FL 33126 (305) 378-3000
Jesus Dominic Corrons 5707 Blue Lagoon Drive, Miami, FL 33126 (786) 546-0368
5707 Blue Lagoon Drive, Miami, FL 33126 (305) 378-3018
Shane Crozier 130 King Street West, Suite 300, Toronto, ON M5X 1K6, (905) 847-4537
Canada
Seth Downs 5707 Blue Lagoon Drive, Miami, FL 33126 (305) 378-7347
Joseph Drust 5707 Blue Lagoon Drive, Miami, FL 33126 (716)207-8308
Christopher Elias 5707 Blue Lagoon Drive, Miami, FL 33126 (305)378-7433
Vaishali Gala 5707 Blue Lagoon Drive, Miami, FL 33126 (305) 378-3774
Patrick Gaughn 5707 Blue Lagoon Drive, Miami, FL 33126 (305) 378-3077
Thomas Glick 5707 Blue Lagoon Drive, Miami, FL 33126 (281) 703-3698
Katerina Glyptis 5707 Blue Lagoon Drive, Miami, FL 33126 (216) 288-4608
Jeromy Gwin 5707 Blue Lagoon Drive, Miami, FL 33126 (305) 378-3194
Brooke Gordon 5707 Blue Lagoon Drive, Miami, FL 33126 (310) 780-6875
Elizabeth Greenberg 5707 Blue Lagoon Drive, Miami, FL 33126 (305) 378-7768
Emilie de Bonadona 5707 Blue Lagoon Drive, Miami, FL 33126 (786) 559-5730
Haddad
Walid Hassan 130 King Street West, Suite 300, Toronto, ON M5X 1K6, (647) 564-6565
Canada
Lysnandie Jacques 5707 Blue Lagoon Drive, Miami, FL 33126 (407) 341-8573
Anthony Johnson 130 King Street West, Suite 300, Toronto, ON M5X 1K6, (613) 415-5935
Canada
Alexander Kenkel 5707 Blue Lagoon Drive, Miami, FL 33126 (305)378-7012
Ronak Khemlani 5707 Blue Lagoon Drive, Miami, FL 33126 (305)378-7036
Brian Kirby 5707 Blue Lagoon Drive, Miami, FL 33126 (407) 325-7687
Jacob Klein 5707 Blue Lagoon Drive, Miami, FL 33126 (858) 204-9770
Christopher Kowske 5707 Blue Lagoon Drive, Miami, FL 33126 (248) 622-8804
Tomas Kwong 130 King Street West, Suite 300, Toronto, ON M5X 1K6, (905)339-5040
Canada
Clayton Lawrence 5707 Blue Lagoon Drive, Miami, FL 33126 (401) 527-5773
Tanner Paul Leja 5707 Blue Lagoon Drive, Miami, FL 33126 (602)750-5954

Potential Franchise Sellers

Exhibit R (03/2022)
1
 TELEPHONE
NAME PRINCIPAL BUSINESS ADDRESS
NUMBER
Todd McGrew 5707 Blue Lagoon Drive, Miami, FL 33126 (405) 385-4832
Eric Maust 5707 Blue Lagoon Drive, Miami, FL 33126 (305) 378-3048
Alison Mey 5707 Blue Lagoon Drive, Miami, FL 33126 (504) 715-3836
Marissa Miglietta 5707 Blue Lagoon Drive, Miami, FL 33126 (781) 974-4249
Mikhail Mohsin 5707 Blue Lagoon Drive, Miami, FL 33126 (855)243-1227
Christopher Mott 5707 Blue Lagoon Drive, Miami, FL 33126 (708) 921-4234
Raoni Neumann 5707 Blue Lagoon Drive, Miami, FL 33126 (305) 898-5911
Christopher Noffze 5707 Blue Lagoon Drive, Miami, FL 33126 (734) 772-5188
Christopher Padoan 5707 Blue Lagoon Drive, Miami, FL 33126 (407) 622-9921
Kyle Pagel 5707 Blue Lagoon Drive, Miami, FL 33126 (866) 394-2493
Syed Saad Pasha 130 King Street West, Suite 300, Toronto, ON M5X 1K6, (905) 845-6511
Canada
Brian Patterson 5707 Blue Lagoon Drive, Miami, FL 33126 (708) 790-8426
Gracie Palombo Perozek 5707 Blue Lagoon Drive, Miami, FL 33126 (225) 810-9494
Stephen Pfiefer 5707 Blue Lagoon Drive, Miami, FL 33126 (215) 756-5232
Christopher Raleigh 5707 Blue Lagoon Drive, Miami, FL 33126 (215) 756-5232
Shambrika Saunders 5707 Blue Lagoon Drive, Miami, FL 33126 (786) 838-3131
Francisco Scannone 5707 Blue Lagoon Drive, Miami, FL 33126 (646) 355-9763
Anish Shah 5707 Blue Lagoon Drive, Miami, FL 33126 (646) 420-6221
Adriana Silva 5707 Blue Lagoon Drive, Miami, FL 33126 (305) 378-3902
Michael Stahlschmidt 5707 Blue Lagoon Drive, Miami, FL 33126 (314)914-9042
Augustas Staknevicius 5707 Blue Lagoon Drive, Miami, FL 33126 (347)733-1814
David Strimple 5707 Blue Lagoon Drive, Miami, FL 33126 (330) 671-5317
Christopher Turpin 5707 Blue Lagoon Drive, Miami, FL 33126 (661)794-9351
Daniel Urbisci 5707 Blue Lagoon Drive, Miami, FL 33126 (305)378-3004
Ceyhun Ekrem Uzak 5707 Blue Lagoon Drive, Miami, FL 33126 (267)210-7502
Luke Vartanian 130 King Street West, Suite 300, Toronto, ON M5X 1K6, (905) 845-6511
Canada
Dezman Walden 5707 Blue Lagoon Drive, Miami, FL 33126 (229) 977-0420
Johnny Walton 5707 Blue Lagoon Drive, Miami, FL 33126 (856) 548-8970
William Washington 5707 Blue Lagoon Drive, Miami, FL 33126 (305) 379-3026
Brent Wilson 5707 Blue Lagoon Drive, Miami, FL 33126 (910) 691-1485
Evelyn Wilson 5707 Blue Lagoon Drive, Miami, FL 33126 (909) 224-2600
Michael Zepp 5707 Blue Lagoon Drive, Miami, FL 33126 (267) 467-8276
Other: ______________

4858-2067-0980, v. 2

Potential Franchise Sellers

Exhibit R (03/2022)
2
EXHIBIT S1
 MULTI-UNIT DIP 2015 ADDENDUM
MULTI-UNIT DEVELOPMENT INCENTIVE PROGRAM

BURGER KING® Restaurant #

This MULTI-UNIT DIP 2015 ADDENDUM (“Addendum”) is made as of the _____ day of
____________________, 20___, by and between the undersigned parties.

This Addendum is part of the Franchise Agreement entered into by the parties on the same date
herewith (the “Agreement”) under which Franchisee is licensed to own and operate the BURGER KING®
Restaurant to be located at the Location of Franchised Restaurant on the Key Contract Data page of the
Agreement, and commonly referred to as BK# ______ (the “Franchised Restaurant”). In the event of any
conflicts between the terms of the Agreement and the terms of this Addendum, the terms of this Addendum
shall control. This Addendum amends and supplements the Agreement, and all terms and conditions
contained therein remain in full force and effect, except as amended hereby:

1. DEFINITIONS. Any capitalized terms used but not defined herein have the meanings given
in the Agreement.

2. ROYALTY. The following paragraphs replace Section 9.A. of the Agreement:

During the Term of this Agreement, Franchisee agrees to pay to BKC a royalty
(“Royalty”) for the use of the BURGER KING System and the BURGER KING Marks.
Royalties shall be paid monthly by the tenth (10th) day of each month based upon Gross
Sales for the preceding month. The percentage of Gross Sales payable as a Royalty shall
be as follows:

[** For traditional Franchised Restaurant:

For the period beginning __________________ _____, 20_____ and ending
__________________ _____, 20_____, Franchisee shall pay BKC Royalties equal to
______% of Gross Sales.

For the period beginning __________________ _____, 20_____ and ending

__________________ _____, 20_____, Franchisee shall pay BKC Royalties equal to
______% of Gross Sales.

For the period beginning __________________ _____, 20_____ and ending

__________________ _____, 20_____, Franchisee shall pay BKC Royalties equal to
______% of Gross Sales.

For the period beginning __________________ _____, 20_____ and ending

__________________ _____, 20_____, Franchisee shall pay BKC Royalties equal to
______% of Gross Sales.
**]

[** For non-traditional Franchised Restaurant:

For the period beginning __________________ _____, 20_____ and ending
__________________ _____, 20_____, Franchisee shall pay BKC Royalties equal to
______% of Gross Sales.

For the period beginning __________________ _____, 20_____ and ending

__________________ _____, 20_____, Franchisee shall pay BKC Royalties equal to
______% of Gross Sales.
**]
Multi-Unit DIP 2015 Addendum
Exhibit S1 (03/2022)
BK#_________

1
 For the period beginning __________________ _____, 20_____ and until the end
of the Term, Franchisee shall pay BKC Royalties equal to 4.5% of Gross Sales.

3. CROSS-DEFAULT. Notwithstanding anything to the contrary in Section 2, if Franchisee

failed on two (2) or more occasions to timely and successfully open a “Restaurant” (as defined in that certain
Multiple Target Reservation Agreement between the parties dated _______________, 20___ (the
“MTRA”)) as required by the MTRA and any addendum thereto (the “Opening Failure”), then, with respect
to the Franchised Restaurant under the Agreement, the Royalty shall equal 2.5% of Gross Sales during the
first (1st) and second (2nd) years of the Term and 4.5% of Gross Sales thereafter until the end of the Term,
effective December 31 of the year in which the Opening Failure occurred.

[Remainder of page left blank]

Multi-Unit DIP 2015 Addendum

Exhibit S1 (03/2022)
BK#_________

2
[** If Franchise Agreement (Individual/Owner-Operator):

By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

**]

Multi-Unit DIP 2015 Addendum

Exhibit S1 (03/2022)
BK#_________

3
[** If Franchise Agreement (Entity):

By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*,
a*

By:
*, Managing Owner
**]

4857-4622-1572, v. 2

Multi-Unit DIP 2015 Addendum

Exhibit S1 (03/2022)
BK#_________

3
EXHIBIT S2
 FRANCHISE AGREEMENT
ADDENDUM
BURGER KING® Restaurant #

This Franchise Agreement Addendum (“Franchise Addendum”) is made as of the _____ day of
____________________, 20___, by and between the undersigned parties.

This Franchise Addendum is part of the Franchise Agreement entered into by parties on the same
date (the “Agreement”) under which Franchisee is licensed to own and operate the BURGER KING®
Restaurant to be located at the Location of Franchised Restaurant on the Key Contract Data page of the
Agreement, and commonly referred to as BK# ______ (the “Franchised Restaurant”). In the event of any
conflicts between the terms of the Agreement and the terms of this Franchise Addendum, the terms of this
Franchise Addendum shall control.

1. DEFINITIONS. Any capitalized terms used but not defined herein have the meanings given in the
Agreement.

2. FRANCHISE FEE: INITIAL OBLIGATIONS. The following paragraphs replace Section 2 of the
Agreement:

Franchisee acknowledges that the grant of this franchise constitutes the consideration for the payment
by Franchisee to BKC of ($ ) Dollars (the “Initial Franchise Fee”), which
sum shall be fully earned by BKC. This sum shall be paid in accordance with the following payment schedule:

A. ($ ) Dollars upon execution and delivery of this

Agreement; and

B. ($ ) Dollars due and payable on

, 20__.

3. ROYALTY. The following paragraphs replace Section 9.A. of the Franchise Agreement:

During the Term of this Agreement, Franchisee agrees to pay to BKC a royalty (“Royalty”) for the use
of the BURGER KING System and the BURGER KING Marks. Royalties shall be paid monthly by the tenth
(10th) day of each month based upon Gross Sales for the preceding month. The percentage of Gross Sales
payable as a Royalty shall be as follows:

[**
For the period beginning , 20___ and ending
, 20___, Franchisee shall pay BKC Royalties equal to __% of Gross Sales.
**]

For the period beginning , 20___ and ending

, 20___, Franchisee shall pay BKC Royalties equal to __% of Gross Sales.

For the period beginning , 20 and ending

, 20 , Franchisee shall pay BKC Royalties equal to __% of Gross Sales.

For the period beginning , 20 and ending

, 20 , Franchisee shall pay BKC Royalties equal to 4.5% of Gross Sales.

Franchise Addendum (DIP)

Exhibit S2 (03/2022)
BK#_________

1
[** IF FRANCHISE AGREEMENT (INDIVIDUAL/OWNER-OPERATOR):

By entering into this Franchise Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Franchise Addendum may be executed by electronic signatures. The parties
to this Franchise Addendum agree that the parties' electronic signatures are intended to authenticate this
writing and to have the same force and effect as the use of manual signatures and an electronically signed
version of this Franchise Addendum shall constitute an original for all purposes.

This Franchise Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

**]

Franchise Addendum (DIP)

Exhibit S2 (03/2022)
BK#_________

2
[** IF FRANCHISE AGREEMENT (ENTITY):

By entering into this Franchise Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Franchise Addendum may be executed by electronic signatures. The parties
to this Franchise Addendum agree that the parties' electronic signatures are intended to authenticate this
writing and to have the same force and effect as the use of manual signatures and an electronically signed
version of this Franchise Addendum shall constitute an original for all purposes.

This Franchise Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*,
a*

By:
*, Managing Owner

**]
4879-4338-1508, v. 2

Franchise Addendum (DIP)

Exhibit S2 (03/2022)
BK#_________

2
EXHIBIT S3
 MULTI-UNIT DIP 2017 ADDENDUM
MULTI-UNIT DEVELOPMENT INCENTIVE PROGRAM

BURGER KING® Restaurant #

This MULTI-UNIT DIP 2017 ADDENDUM (“Addendum”) is made as of the _____ day of
____________________, 20___, by and between the undersigned parties.

This Addendum is part of the Franchise Agreement entered into by the parties on the same date
herewith (the “Agreement”) under which Franchisee is licensed to own and operate the BURGER KING®
Restaurant to be located at the Location of Franchised Restaurant on the Key Contract Data page of the
Agreement, and commonly referred to as BK# ______ (the “Franchised Restaurant”). In the event of any
conflicts between the terms of the Agreement and the terms of this Addendum, the terms of this Addendum
shall control. This Addendum amends and supplements the Agreement, and all terms and conditions
contained therein remain in full force and effect, except as amended hereby:

1. DEFINITIONS. Any capitalized terms used but not defined herein have the meanings given
in the Agreement.

2. ROYALTY. The following paragraphs replace Section 9.A. of the Agreement:

During the Term of this Agreement, Franchisee agrees to pay to BKC a royalty
(“Royalty”) for the use of the BURGER KING System and the BURGER KING Marks.
Royalties shall be paid monthly by the tenth (10th) day of each month based upon Gross
Sales for the preceding month. The percentage of Gross Sales payable as a Royalty shall
be as follows:

[** For traditional Franchised Restaurant:

For the period beginning __________________ _____, 20_____ and ending
__________________ _____, 20_____, Franchisee shall pay BKC Royalties equal to
______% of Gross Sales.

For the period beginning __________________ _____, 20_____ and ending

__________________ _____, 20_____, Franchisee shall pay BKC Royalties equal to
______% of Gross Sales.

For the period beginning __________________ _____, 20_____ and ending

__________________ _____, 20_____, Franchisee shall pay BKC Royalties equal to
______% of Gross Sales.

For the period beginning __________________ _____, 20_____ and ending

__________________ _____, 20_____, Franchisee shall pay BKC Royalties equal to
______% of Gross Sales.
**]

[** For non-traditional Franchised Restaurant:

For the period beginning __________________ _____, 20_____ and ending
__________________ _____, 20_____, Franchisee shall pay BKC Royalties equal to
______% of Gross Sales.

For the period beginning __________________ _____, 20_____ and ending

__________________ _____, 20_____, Franchisee shall pay BKC Royalties equal to
______% of Gross Sales.
**]
Multi-Unit DIP 2017 Addendum
Exhibit S3 (03/2022)
BK#_________

1
 For the period beginning __________________ _____, 20_____ and until the end
of the Term, Franchisee shall pay BKC Royalties equal to 4.5% of Gross Sales.

3. ADVERTISING CONTRIBUTION. The following paragraphs replace Section

9.B.i. of the Agreement:

(i) Franchisee shall pay to BKC an advertising contribution equal to a

percentage of Gross Sales monthly by the tenth (10th) day of each month based upon
Gross Sales for the preceding month (“Advertising Contribution”). The percentage of Gross
Sales payable as an Advertising Contribution shall be as follows:

For the period beginning __________________ _____, 20_____ and ending

__________________ _____, 20_____, Franchisee shall pay BKC Advertising
Contributions equal to ______% of Gross Sales.

For the period beginning __________________ _____, 20_____ and ending

__________________ _____, 20_____, Franchisee shall pay BKC Advertising
Contributions equal to ______% of Gross Sales.

For the period beginning __________________ _____, 20_____ and ending

__________________ _____, 20_____, Franchisee shall pay BKC Advertising
Contributions equal to ______% of Gross Sales.

For the period beginning __________________ _____, 20_____ and ending

__________________ _____, 20_____, Franchisee shall pay BKC Advertising
Contributions equal to ______% of Gross Sales.

For the period beginning __________________ _____, 20_____ and until the end
of the Term, Franchisee shall pay BKC Advertising Contributions equal to 4.0% of Gross
Sales.

This sum, less direct administrative expenses, will be used for (a) market research
expenditures directly related to the development and evaluation of the effectiveness of
Advertising and sales promotions, (b) creative, production and other costs incurred in
connection with the development of Advertising, sales promotions and public relations (as
limited by Section (vi) below), both in the market area of the Franchised Restaurant, as
reasonably defined from time to time by BKC, and on a national basis and (c) various
methods of delivering the Advertising or promotional message, including without limitation,
television, radio, outdoor and print ("Media"). The allocation of the Advertising Contribution
between national, regional and local expenditures shall made by BKC in its sole business
judgment.

4. CROSS-DEFAULT. Notwithstanding anything to the contrary in Sections 2 and 3, if

Franchisee failed on two (2) or more occasions to timely and successfully open a “Restaurant” (as defined
in that certain Multiple Target Reservation Agreement between the parties dated _______________, 20___
(the “MTRA”)) as required by the MTRA and any addendum thereto (the “Opening Failure”), then, with
respect to the Franchised Restaurant under the Agreement, the Royalty shall equal 4.5% of Gross Sales
and the Advertising Contribution shall equal 4.0% of Gross Sales until the end of the Term, effective upon
the second (2nd) Opening Failure.

[Remainder of page left blank]

Multi-Unit DIP 2017 Addendum

Exhibit S3 (03/2022)
BK#_________

2
[** If Franchise Agreement (Individual/Owner-Operator):

By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

**]

Multi-Unit DIP 2017 Addendum

Exhibit S3 (03/2022)
BK#_________

3
[** If Franchise Agreement (Entity):

By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*,
a*

By:
*, Managing Owner
**]

4858-8345-4212, v. 2

Multi-Unit DIP 2017 Addendum

Exhibit S3 (03/2022)
BK#_________

3
EXHIBIT S4
 BIG BOX NON-TRADITIONAL FACILITY ADDENDUM
BIG BOX PROGRAM

This BIG BOX NON-TRADITIONAL FACILITY ADDENDUM (the "Addendum") is made this _____
day of __________, 20__ by and between the undersigned parties.

This Addendum is part of the Franchise Agreement entered into by the parties on the same date
herewith (the “Agreement”) under which Franchisee is licensed to own and operate the BURGER KING®
Restaurant to be located at the Location of Franchised Restaurant on the Key Contract Data page of the
Agreement, and commonly referred to as BK# ______ (the “Franchised Restaurant”). In the event of any
conflicts between the terms of the Agreement and the terms of this Addendum, the terms of this Addendum
shall control. This Addendum amends and supplements the Agreement, and all terms and conditions
contained therein remain in full force and effect, except as amended hereby:

1. DEFINITIONS. Any capitalized terms used but not defined herein have the meanings given
in the Agreement.

2. FRANCHISE GRANT. The following paragraphs replace Section 1 of the Agreement:

A. TERM AND LOCATION. BKC grants to Franchisee and Franchisee accepts a

franchise to use the BURGER KING System and the BURGER KING Marks only in the operation of a
BURGER KING Restaurant at the location described on the Key Contract Data page attached to this
Agreement and incorporated by reference herein, more fully described in Exhibit A of this Agreement (the
“Franchised Restaurant”), (the term “Franchised Restaurant” includes the real estate described on Exhibit
A of this Agreement (the “Premises”), the restaurant “Building” and all “Improvements” constructed thereon
wherever the context permits or requires). Notwithstanding anything to the contrary contained in Section 1
of this Agreement, the term of this Agreement commences on __________________ ______, 20_____
(the “Commencement Date”) and shall expire __________________ ______, 20_____ (the “Term”) unless
sooner terminated in accordance with the provisions of this Agreement. Notwithstanding anything set forth
above, if Franchisee continues to operate the Franchised Restaurant after the end of the Term, Franchisee
shall be deemed to be operating such Franchised Restaurant on a month-to-month basis under the terms
and conditions of this Agreement and BKC may terminate this Agreement at any time after the end of the
Term upon thirty (30) days prior written notice.

B. CONTINUOUS OPERATION. Franchisee agrees to operate the Franchised

Restaurant at the specified location for the entire Term. Franchisee accepts this franchise with the full and
complete understanding that the franchise grant contains no promise or assurance of renewal. This
franchise is for the specified location only and does not in any way grant or imply any area, market or
territorial rights proprietary to Franchisee.

3. HOURS OF OPERATION. The following paragraph replaces Section 5.G of the

Agreement:
Subject to the provisions of Section 1.B, the Franchised Restaurant shall be open for
business at times and dates agreed upon, in writing, by BKC and Franchisee. In the event that BKC and
Franchisee cannot agree on times and dates for the Franchised Restaurant to be opened for business,
BKC's judgment shall be conclusive. The Franchised Restaurant may be closed on Thanksgiving Day
and/or Christmas Day if a majority of the BURGER KING Restaurants in the market area (DMA) in which
the Franchised Restaurant is located elect to close on the holiday.

4. ROYALTY. The following paragraphs replace Section 9.A. of the Agreement:

During the Term of this Agreement, Franchisee agrees to pay to BKC a royalty (“Royalty”)

Big Box Non-Traditional Facility Addendum (Individual/Owner-Operator)

Exhibit S4 (03/2022)
BK#_________

1
for the use of the BURGER KING System and the BURGER KING Marks. Royalties shall be paid monthly
by the tenth (10th) day of each month based upon Gross Sales for the preceding month. The percentage
of Gross Sales payable as a Royalty shall be as follows:

(i) For the period commencing on ________________ and ending on

__________________, Franchisee shall pay BKC a Royalty equal to _____% of Gross Sales.

(ii) For the period commencing on ________________ until the end of the Term,
Franchisee shall pay BKC Royalties equal to 4.5% of Gross Sales.

5. ADVERTISING CONTRIBUTION. The following paragraph replaces Section 9.B.i of the

Agreement:

(i) Franchisee shall pay to BKC an amount equal to 1.0% of Franchisee's monthly
Gross Sales by the tenth (10th) day of each month based upon Franchisee's Gross Sales for the preceding
month (the "Advertising Contribution"). This sum, less direct administrative expenses, will be used for (a)
market research expenditures directly related to the development and evaluation of the effectiveness of
advertising and sales promotions, (b) creative, production and other costs incurred in connection with the
development of advertising, sales promotions and public relations (as limited by Section (vi) below), both
in the market area of the Franchised Restaurant, as reasonably defined from time to time by BKC, and on
a national basis and (c) various methods of delivering the advertising or promotional message, including
without limitation, television, radio, outdoor and print ("Media"). The allocation of the Advertising
Contribution between national, regional and local expenditures shall made by BKC in its sole business
judgment.

6. SUCCESSOR FRANCHISE AGREEMENT. Notwithstanding anything to the contrary in

the Agreement, Franchisee shall have no right to obtain a Successor Franchise Agreement pursuant to
Section 17 of the Agreement.

7. DEFAULT. Section 18.A of the Agreement is hereby amended by inserting the following
new Sections 18.A.28 and 18.A.29:

(28) Notwithstanding Sections 18.A.9 and 18.A.10, the termination of that certain lease
between Franchisee (as tenant) and __________________________ (the “Landlord”), dated
____________________ _____, ________ (the “Master Lease”) as a result of:

(a) the exercise by either Landlord or Franchisee of its option to terminate the
Master Lease during the fifth year of the term of the Master Lease, pursuant to the terms and conditions of
the Master Lease; or

(b) the exercise by either Landlord or Franchisee of its option to terminate the
Master Lease as a result of Franchisee’s failure to meet its Performance Covenant (described below). As
provided in the Master Lease, either Landlord or Franchisee may elect to terminate the Master Lease upon
written notice of termination following any full twelve (12) month period for which Gross Sales are available
if Franchisee shall not have exceeded Gross Sales of Three Hundred Fifty Thousand Dollars ($350,000.00)
during such twelve (12) month period (“Performance Covenant”).

In either case, BKC shall have the right to terminate this Agreement effective immediately upon notice to
Franchisee with no opportunity for Franchisee to cure. In the event of a termination of the Master Lease
for any reason, Franchisee shall immediately notify BKC of the termination of the Master Lease.

(29) Notwithstanding Sections 18.A.9 and 18.A.10, the Landlord’s termination of the
Master Lease based upon a default by Franchisee as set forth therein or Franchisee’s termination of the
Master Lease in breach of the Master Lease. In either case, BKC shall have the right to terminate this

Big Box Non-Traditional Facility Addendum (Individual/Owner-Operator)

Exhibit S4 (03/2022)
BK#_________

2
Agreement effective immediately upon notice to Franchisee with no opportunity for Franchisee to cure. In
the event of a termination of the Master Lease for any reason, Franchisee shall immediately notify BKC of
the termination of the Master Lease.

8. EFFECT OF TERMINATION. Section 18.B.5 of the Agreement is hereby deleted in its

entirety and replaced by the following:

(5) The foregoing shall be in addition to any other rights and remedies of BKC that
exist under statute, regulation or common law including, but not limited to, the right of BKC to recover
damages equal to lost Royalties and Advertising Contributions over the balance of the term of this
Agreement; provided, however, the foregoing right to recover lost Royalties and Advertising Contributions
over the remainder of the term shall not apply in the event of a termination pursuant to Section 18.A.28. All
monies owed by Franchisee to BKC shall be immediately due and payable upon termination.

By entering into this Addendum, you expressly consent to transact business with BKC electronically
and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and federal
laws, this Addendum may be executed by electronic signatures. The parties to this Addendum agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and
effect as the use of manual signatures and an electronically signed version of this Addendum shall
constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

4866-5474-7396, v. 2

Big Box Non-Traditional Facility Addendum (Individual/Owner-Operator)

Exhibit S4 (03/2022)
BK#_________

3
EXHIBIT S5
 BIG BOX NON-TRADITIONAL FACILITY ADDENDUM
BIG BOX PROGRAM

This BIG BOX NON-TRADITIONAL FACILITY ADDENDUM (the "Addendum") is made this _____
day of __________, 20__ by and between the undersigned parties.

This Addendum is part of the Franchise Agreement entered into by the parties on the same date
herewith (the “Agreement”) under which Franchisee is licensed to own and operate the BURGER KING®
Restaurant to be located at the Location of Franchised Restaurant on the Key Contract Data page of the
Agreement, and commonly referred to as BK# ______ (the “Franchised Restaurant”). In the event of any
conflicts between the terms of the Agreement and the terms of this Addendum, the terms of this Addendum
shall control. This Addendum amends and supplements the Agreement, and all terms and conditions
contained therein remain in full force and effect, except as amended hereby:

1. DEFINITIONS. Any capitalized terms used but not defined herein have the meanings given
in the Agreement.

2. FRANCHISE GRANT. The following paragraphs replace Section 1 of the Agreement:

A. TERM AND LOCATION. BKC grants to Franchisee and Franchisee accepts a

franchise to use the BURGER KING System and the BURGER KING Marks only in the operation of a
BURGER KING Restaurant at the location described on the Key Contract Data page attached to this
Agreement and incorporated by reference herein, more fully described in Exhibit A of this Agreement (the
“Franchised Restaurant”), (the term “Franchised Restaurant” includes the real estate described on Exhibit
A of this Agreement (the “Premises”), the restaurant “Building” and all “Improvements” constructed thereon
wherever the context permits or requires). Notwithstanding anything to the contrary contained in Section 1
of this Agreement, the term of this Agreement commences on __________________ ______, 20_____
(the “Commencement Date”) and shall expire __________________ ______, 20_____ (the “Term”) unless
sooner terminated in accordance with the provisions of this Agreement. Notwithstanding anything set forth
above, if Franchisee continues to operate the Franchised Restaurant after the end of the Term, Franchisee
shall be deemed to be operating such Franchised Restaurant on a month-to-month basis under the terms
and conditions of this Agreement and BKC may terminate this Agreement at any time after the end of the
Term upon thirty (30) days prior written notice.

B. CONTINUOUS OPERATION. Franchisee agrees to operate the Franchised

Restaurant at the specified location for the entire Term. Franchisee accepts this franchise with the full and
complete understanding that the franchise grant contains no promise or assurance of renewal. This
franchise is for the specified location only and does not in any way grant or imply any area, market or
territorial rights proprietary to Franchisee.

3. HOURS OF OPERATION. The following paragraph replaces Section 5.G of the

Agreement:

Subject to the provisions of Section 1.B, the Franchised Restaurant shall be open for
business at times and dates agreed upon, in writing, by BKC and Franchisee. In the event that BKC and
Franchisee cannot agree on times and dates for the Franchised Restaurant to be opened for business,
BKC's judgment shall be conclusive. The Franchised Restaurant may be closed on Thanksgiving Day
and/or Christmas Day if a majority of the BURGER KING Restaurants in the market area (DMA) in which
the Franchised Restaurant is located elect to close on the holiday.

4. ROYALTY. The following paragraphs replace Section 9.A. of the Agreement:

During the Term of this Agreement, Franchisee agrees to pay to BKC a royalty (“Royalty”)

Big Box Non-Traditional Facility Addendum (Entity)

Exhibit S5 (03/2022)
BK#_________

1
for the use of the BURGER KING System and the BURGER KING Marks. Royalties shall be paid monthly
by the tenth (10th) day of each month based upon Gross Sales for the preceding month. The percentage
of Gross Sales payable as a Royalty shall be as follows:

(i) For the period commencing on ________________ and ending on

__________________, Franchisee shall pay BKC a Royalty equal to _____% of Gross Sales.

(ii) For the period commencing on ________________ until the end of the Term,
Franchisee shall pay BKC Royalties equal to 4.5% of Gross Sales.

5. ADVERTISING CONTRIBUTION. The following paragraph replaces Section 9.B.i of the

Agreement:

(i) Franchisee shall pay to BKC an amount equal to 1.0% of Franchisee's monthly
Gross Sales by the tenth (10th) day of each month based upon Franchisee's Gross Sales for the preceding
month (the "Advertising Contribution"). This sum, less direct administrative expenses, will be used for (a)
market research expenditures directly related to the development and evaluation of the effectiveness of
advertising and sales promotions, (b) creative, production and other costs incurred in connection with the
development of advertising, sales promotions and public relations (as limited by Section (vi) below), both
in the market area of the Franchised Restaurant, as reasonably defined from time to time by BKC, and on
a national basis and (c) various methods of delivering the advertising or promotional message, including
without limitation, television, radio, outdoor and print ("Media"). The allocation of the Advertising
Contribution between national, regional and local expenditures shall made by BKC in its sole business
judgment.

6. SUCCESSOR FRANCHISE AGREEMENT. Notwithstanding anything to the contrary in

the Agreement, Franchisee shall have no right to obtain a Successor Franchise Agreement pursuant to
Section 17 of the Agreement.

7. DEFAULT. Section 18.A of the Agreement is hereby amended by inserting the following
new Sections 18.A.29 and 18.A.30:

(29) Notwithstanding Sections 18.A.9 and 18.A.10, the termination of that certain lease
between Franchisee (as tenant) and __________________________ (the “Landlord”), dated
____________________ _____, ________ (the “Master Lease”) as a result of:

(a) the exercise by either Landlord or Franchisee of its option to terminate the
Master Lease during the fifth year of the term of the Master Lease, pursuant to the terms and conditions of
the Master Lease; or

(b) the exercise by either Landlord or Franchisee of its option to terminate the
Master Lease as a result of Franchisee’s failure to meet its Performance Covenant (described below). As
provided in the Master Lease, either Landlord or Franchisee may elect to terminate the Master Lease upon
written notice of termination following any full twelve (12) month period for which Gross Sales are available
if Franchisee shall not have exceeded Gross Sales of Three Hundred Fifty Thousand Dollars ($350,000.00)
during such twelve (12) month period (“Performance Covenant”).

In either case, BKC shall have the right to terminate this Agreement effective immediately upon notice to
Franchisee with no opportunity for Franchisee to cure. In the event of a termination of the Master Lease
for any reason, Franchisee shall immediately notify BKC of the termination of the Master Lease.

(30) Notwithstanding Sections 18.A.9 and 18.A.10, the Landlord’s termination of the
Master Lease based upon a default by Franchisee as set forth therein or Franchisee’s termination of the
Master Lease in breach of the Master Lease. In either case, BKC shall have the right to terminate this

Big Box Non-Traditional Facility Addendum (Entity)

Exhibit S5 (03/2022)
BK#_________

2
Agreement effective immediately upon notice to Franchisee with no opportunity for Franchisee to cure. In
the event of a termination of the Master Lease for any reason, Franchisee shall immediately notify BKC of
the termination of the Master Lease.

8. EFFECT OF TERMINATION. Section 18.B.5 of the Agreement is hereby deleted in its

entirety and replaced by the following:

(5) The foregoing shall be in addition to any other rights and remedies of BKC that
exist under statute, regulation or common law including, but not limited to, the right of BKC to recover
damages equal to lost Royalties and Advertising Contributions over the balance of the term of this
Agreement; provided, however, the foregoing right to recover lost Royalties and Advertising Contributions
over the remainder of the term shall not apply in the event of a termination pursuant to Section 18.A.29. All
monies owed by Franchisee to BKC shall be immediately due and payable upon termination.

By entering into this Addendum, you expressly consent to transact business with BKC electronically
and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and federal
laws, this Addendum may be executed by electronic signatures. The parties to this Addendum agree that
the parties' electronic signatures are intended to authenticate this writing and to have the same force and
effect as the use of manual signatures and an electronically signed version of this Addendum shall
constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*,
a*

By:
*, Managing Owner

4860-1675-4436, v. 2

Big Box Non-Traditional Facility Addendum (Entity)

Exhibit S5 (03/2022)
BK#_________

3
EXHIBIT S6
 FRANCHISE AGREEMENT
ADDENDUM (DTO)
BURGER KING® Restaurant #

This Franchise Agreement Addendum (“Franchise Addendum”) is made as of the _____ day of
____________________, 20___, by and between BURGER KING CORPORATION, a Florida corporation,
(“BKC”), and __________________________________________ (“Franchisee”).

This Franchise Addendum is part of the franchise agreement entered into by parties on the same
date (the “Agreement”) under which Franchisee is licensed to own and operate the BURGER KING®
Restaurant to be located at the Location of Franchised Restaurant on the Key Contract Data page of the
Franchise Agreement, and commonly referred to as BK# ______ (the “Franchised Restaurant”). In the
event of any conflicts between the terms of the Agreement and the terms of this Franchise Addendum, the
terms of this Franchise Addendum shall control.

1. ROYALTY. The following paragraphs replace Section 9.A. of the Franchise Agreement:

During the Term of this Agreement, Franchisee agrees to pay to BKC a royalty (“Royalty”) for the
use of the BURGER KING System and the BURGER KING Marks. Royalties shall be paid monthly by the
tenth (10th) day of each month based upon Gross Sales for the preceding month. The percentage of Gross
Sales payable as a Royalty shall be as follows:

[**
For the period beginning , 20___ and ending
, 20___, Franchisee shall pay BKC Royalties equal to __% of Gross Sales.
**]

For the period beginning , 20___ and ending

, 20___, Franchisee shall pay BKC Royalties equal to __% of Gross Sales.

For the period beginning , 20 and ending

, 20 , Franchisee shall pay BKC Royalties equal to 4.5% of Gross Sales.

Franchise Addendum (DTO)

Exhibit S6 (03/2022)
BK#_________

1
[** IF FRANCHISE AGREEMENT (INDIVIDUAL/OWNER-OPERATOR):

By entering into this Franchise Addendum, you expressly consent to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Franchise Addendum may be executed by electronic signatures. The parties
to this Franchise Addendum agree that the parties' electronic signatures are intended to authenticate this
writing and to have the same force and effect as the use of manual signatures and an electronically signed
version of this Franchise Addendum shall constitute an original for all purposes.

This Franchise Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

**]

Franchise Addendum (DTO)

Exhibit S6 (03/2022)
BK#_________

2
[** IF FRANCHISE AGREEMENT (ENTITY):

By entering into this Franchise Addendum, you expressly consent to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Franchise Addendum may be executed by electronic signatures. The parties
to this Franchise Addendum agree that the parties' electronic signatures are intended to authenticate this
writing and to have the same force and effect as the use of manual signatures and an electronically signed
version of this Franchise Addendum shall constitute an original for all purposes.

This Franchise Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*,
a*

By:
*, Managing Owner

**]

4869-5581-9780, v. 2

Franchise Addendum (DTO)

Exhibit S6 (03/2022)
BK#_________

2
EXHIBIT T1
 SIO4 SUCCESSOR FRANCHISE ADDENDUM
SUCCESSOR INCENTIVE OPTION 4 PROGRAM

BURGER KING® Restaurant #

This SIO4 SUCCESSOR FRANCHISE ADDENDUM (“Addendum”) is made as of the _____ day of
____________________, 20___, by and between the undersigned parties.

This Addendum is part of the Franchise Agreement entered into by the parties on the same date
herewith (the “Agreement”) under which Franchisee is licensed to own and operate the BURGER KING®
Restaurant to be located at the Location of Franchised Restaurant on the Key Contract Data page of the
Agreement, and commonly referred to as BK# ______ (the “Franchised Restaurant”). In the event of any
conflicts between the terms of the Agreement and the terms of this Addendum, the terms of this Addendum
shall control. This Addendum amends and supplements the Agreement, and all terms and conditions
contained therein remain in full force and effect, except as amended hereby:

1. DEFINITIONS. Any capitalized terms used but not defined herein have the meanings given
in the Agreement.

2. FRANCHISE GRANT: TERM AND LOCATION. BKC grants to Franchisee and

Franchisee accepts a franchise to use the BURGER KING System and the BURGER KING Marks only in
the operation of a BURGER KING Restaurant at the location described on the Key Contract Data page
attached to this Agreement and incorporated by reference herein, more fully described in Exhibit A of the
Agreement (the “Franchised Restaurant”), (the term “Franchised Restaurant” includes the real estate
described on Exhibit A of the Agreement (the “Premises”), the restaurant “Building” and all “Improvements”
constructed thereon wherever the context permits or requires). Notwithstanding anything to the contrary
contained in Section 1 of the Agreement, the term of the Agreement commences on __________________
______, 20_____ (the “Commencement Date”) and shall expire __________________ ______, 20_____
(the “Term”) unless sooner terminated in accordance with the provisions of the Agreement. Franchisee
agrees to operate the Franchised Restaurant at the specified location for the entire Term. Franchisee
accepts this franchise with the full and complete understanding that the franchise grant contains no promise
or assurance of renewal. The sole and entire conditions under which Franchisee will have the opportunity
of obtaining a Successor BURGER KING Franchise Agreement at expiration are those set forth in Section
17 of the Agreement. This franchise is for the specified location only and does not in any way grant or imply
any area, market or territorial rights proprietary to Franchisee. Notwithstanding anything set forth above, if
Franchisee continues to operate the Franchised Restaurant after the end of the Term and does not obtain
a Successor BURGER KING Franchise Agreement in accordance with Section 17 of the Agreement,
Franchisee shall be deemed to be operating such Franchised Restaurant on a month-to-month basis under
the terms and conditions of the Agreement and BKC may terminate the Agreement at any time after the
end of the Term upon thirty (30) days prior written notice.

3. CURRENT IMAGE. Notwithstanding anything contained in Section 5.B.2 of the Agreement

to the contrary, by the end of the tenth (10th) year of the Term, Franchisee shall improve, alter and remodel
the interior and exterior of the Franchised Restaurant, as generally described on Exhibit A to this Addendum
(which guidelines BKC may change from time-to-time to reflect the Current Image of BKC then in effect),
to bring the Franchised Restaurant into conformance with such Current Image then in effect (the
“Interior/Exterior Refresh”). This Interior/Exterior Refresh shall qualify as the Current Image remodel
referenced and required in Section 5.B.2 of the Agreement.

4. ROYALTY RATE. The following paragraphs replace Section 9.A of the Agreement:

During the Term of this Agreement, Franchisee agrees to pay to BKC, for the use
of the BURGER KING System and the BURGER KING Marks during the Term, a royalty
(“Royalty”) equal to a percentage of Gross Sales. Royalties shall be paid monthly by the
tenth (10th) day of each month based upon Gross Sales for the preceding month. The
percentage of Gross Sales payable as a Royalty shall be as follows:
SIO4 Successor Franchise Addendum
Exhibit T1 (03/2022)
BK#_________ 1
 (i) For the period commencing on ________________ and ending on
__________________, Franchisee shall pay BKC a Royalty equal to _____% of Gross
Sales.

[** Use if spans multiple stepping periods:

(ii) For the period commencing on ________________ and ending on
__________________, Franchisee shall pay BKC a Royalty equal to _____% of Gross
Sales.
**]

(iii) Franchisee shall receive a monthly credit equal to 1.75% of Gross Sales
commencing on ________________ and ending on __________________ (the “Yearly
Royalty Credits”). During such period, the Yearly Royalty Credits shall not exceed
$________ in each year.

[** Use if Prior SIO4 MPA with sales based royalty provision:
(iv) For the period commencing on ________________ and ending on
__________________, Franchisee shall pay BKC Royalties equal to a percentage of
Gross Sales based upon the 12-Month Gross Sales of the Franchised Restaurant for the
period commencing on __________________ and ending on __________________ as
follows:

(a) 3.0% if 12-Month Gross Sales are less than $900,000;

(b) 3.5% if 12-Month Gross Sales are greater than or equal to $900,000
and less than or equal to $1,000,000; or
(c) 4.5% if 12-Month Gross Sales are greater than $1,000,000.

The term “12-Month Gross Sales” shall mean the aggregate Gross Sales
of the Franchised Restaurant for the full twelve (12) month period, excluding any periods
of temporary closures of the Franchised Restaurant.
**]

(v) For the period commencing on ________________ until the end of the
Term, Franchisee shall pay BKC a Royalty equal to 4.5% of Gross Sales.

5. ADVERTISING CONTRIBUTION. The following paragraphs replace Section 9.B.i of the

Agreement:

(i) During the Term of this Agreement, Franchisee agrees to pay BKC an
advertising contribution equal to a percentage of Gross Sales (the “Advertising
Contribution”). The Advertising Contribution shall be paid monthly by the tenth (10th) day
of each month based upon Franchisee’s Gross Sales for the preceding month. This sum,
less direct administrative expenses, will be used for (a) market research expenditures
directly related to the development and evaluation of the effectiveness of Advertising and
sales promotions, (b) creative, production and other costs incurred in connection with the
development of Advertising, sales promotions and public relations (as limited by Section
(vi) below), both in the market area of the Franchised Restaurant, as reasonably defined
from time to time by BKC, and on a national basis, and (c) various methods of delivering
the Advertising or promotional message, including without limitation, television, radio,
outdoor and print ("Media"). The allocation of the Advertising Contribution between
national, regional and local expenditures shall be made by BKC in its sole business
judgment. The Advertising Contribution shall be as follows:

SIO4 Successor Franchise Addendum

Exhibit T1 (03/2022)
BK#_________ 2
 (a) For the period commencing on ________________ and ending
on __________________, Franchisee shall pay BKC an Advertising Contribution equal to
4.0% of Gross Sales or 2.5% of Gross Sales as set forth in the Non-Traditional Facility
Addendum, if incorporated herein.

[** Use if spans multiple stepping periods:

(b) For the period commencing on ________________ and ending
on __________________, Franchisee shall pay BKC an Advertising Contribution equal to
_____% of Gross Sales or 2.5% of Gross Sales as set forth in the Non-Traditional Facility
Addendum, if incorporated herein.
**]

(c) Franchisee shall receive a monthly credit equal to 1.75% of Gross

Sales commencing on _____________ and ending on _______________ (the “Yearly
Advertising Contribution Credit”). During such period, the Yearly Advertising Contribution
Credit shall not exceed $________ in each year.

6. CLOSURE OPTION. Franchisee shall have the option to terminate the Agreement after
__________ ____, 20__ (the end of the sixtieth (60th) month of the Term) (the “Closure Option”), provided
that:

(a) Franchisee’s 12-Month Gross Sales as of __________ ____, 20__ (the end of the sixtieth
(60th) month of the Term) are under One Million Dollars ($1,000,000) and Franchisee gives BKC
thirty (30) days’ prior written notice of termination, which notice shall set forth the effective date of
such termination no earlier than ninety (90) days but no more than one hundred eighty (180) days
after the date of BKC’s receipt of such notice;

(b) Franchisee, at the time of giving written notice to BKC as specified above and at the time
of the effective date of such termination under this Section 6, is not in default of and has
substantially complied with the terms and conditions of the Agreement and all other franchise
agreements or other agreements with BKC that Franchisee may be a party to consistently and
throughout their terms;

(c) Franchisee executes BKC’s standard form of Agreement of Cancellation and Termination
of Franchise Agreement provided by BKC;

(d) Franchisee closes and de-identifies the Franchised Restaurant in accordance with BKC
requirements; and

(e) Franchisee pays all amounts due and owing to BKC for the period the Franchised
Restaurant was open and operating. If BKC allows the Agreement to be terminated pursuant to the
provisions of this Addendum, then BKC agrees to waive collection for any royalty and advertising
payments that BKC would have received from future gross sales arising after the closure.

If Franchisee does not exercise the Closure Option, Franchisee agrees to operate the Franchised
Restaurant at the specified location for the entire Term under the terms of the Agreement. BKC does not
hereby waive, and this Section 6 shall not be construed as a waiver or otherwise affect the right of BKC to,
any other rights and remedies of BKC hereunder existing prior to or after the effective date of such
termination under this Section 6.

7. DEFAULT. The rights and incentives granted under this Addendum, including but not
limited to, the reduced Royalty and Advertising Contribution, the Yearly Royalty Credit and Yearly
Advertising Contribution Credit, and the Closure Option, and this Addendum, terminate and are void upon
any default by Franchisee under the Agreement.

SIO4 Successor Franchise Addendum

Exhibit T1 (03/2022)
BK#_________ 3
 8. TRANSFER. BKC’s written consent to the assignment or transfer of the rights and
incentives granted under this Addendum, including but not limited to, the reduced Royalty and Advertising
Contribution, the Yearly Royalty Credit and Yearly Advertising Contribution Credit, and the Closure Option,
is required prior to any direct or indirect sale, assignment, or transfer as defined under Section 15 of the
Agreement.

SIO4 Successor Franchise Addendum

Exhibit T1 (03/2022)
BK#_________ 4
[** If Franchise Agreement (Individual/Owner-Operator):

By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

**]

SIO4 Successor Franchise Addendum

Exhibit T1 (03/2022)
BK#_________ 5
[** If Franchise Agreement (Entity):

By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*,
a*

By:
*, Managing Owner
**]

SIO4 Successor Franchise Addendum

Exhibit T1 (03/2022)
BK#_________ 6
 EXHIBIT A
INTERIOR/EXTERIOR REFRESH REQUIREMENTS

* The actual scope of work required to complete the Interior/Exterior Refresh to bring the Franchised
Restaurant into conformance with the Current Image upon the date set forth in Section 3 of the Addendum
will vary depending on the condition of the Franchised Restaurant and the Current Image then in effect on
such date. Repair or replace items below to a “like new” condition. The scope of work required includes,
but is not limited to, the following:

Interior Refresh

1. Update Front Service Counter and Drink Station

2. Décor
 Reconfigure dining room to updated image standard
 Replace Table Tops
 Replace seating, booths may not be required
 Refurbish Booths to “like new condition” including new back pads and seats

3. Interior Walls/Ceiling:
 Repair Wall Coverings (remove wall paper, repaint, replace wainscot, etc.)
 Repaint walls and soffits

4. Lighting
 Repair interior lighting to a “like new condition”

5. Menu Boards
 Menu Boards must be in good working order

6. Interior Equipment
 Drink Machine must be in good working condition

7. Repair/ refurbish Interior Doors

8. Other
 Install required Merchandising

9. Restrooms
 Restrooms shall comply with all federal, state, and local rules including the Americans With
Disabilities Act.

10. Address all interior repair and maintenance issues according to BKC standards, including, but not
limited to, the kitchen / back of house

Exterior Refresh
Note: Building colors match the then current image standards

1. Signage:
 Pylon and Monument Signs.
o Paint pylon pole / monument base
o Paint pylon sign cabinet
 Appendage Signs: Paint Cabinet
 All signage needs to be compliant with BKC standards and in excellent condition

SIO4 Successor Franchise Addendum

Exhibit T1 (03/2022)
BK#_________ 7
2. Reader Boards:
 Paint Cabinet

3. Roof and Wall Mounted Channel Letter Signs

 Paint Cabinet

4. Directional Signs
 Paint Pole / Cabinet

5. Parking Lot and Site Conditions

 Seal and Stripe Parking Lot or overlay if required

6. Trash Enclosure
 Paint Trash Enclosure and Gates

7. Playgrounds.
 Paint playground fence
 If playground is removed, create additional seating, parking or landscaping area as approved by
BKC

8. Building Exterior and Walls

 Paint Walls - Brick / Block as necessary

9. Light Band
 Light band must be 100% functional, to current standards, and in “like new condition”

10. Update Exterior Merchandising as determined by BKC

11. Comply with all federal, state and local rules and regulations

12. Address all repair and maintenance issues according to BKC standards

4895-5582-9508, v. 2

SIO4 Successor Franchise Addendum

Exhibit T1 (03/2022)
BK#_________ 8
EXHIBIT T2
 SIO3 SUCCESSOR FRANCHISE ADDENDUM
SUCCESSOR INCENTIVE OPTION 3 PROGRAM

BURGER KING® Restaurant #

This SIO3 SUCCESSOR FRANCHISE ADDENDUM (“Addendum”) is made as of the _____ day of
____________________, 20___, by and between the undersigned parties.

This Addendum is part of the Franchise Agreement entered into by the parties on the same date
herewith (the “Agreement”) under which Franchisee is licensed to own and operate the BURGER KING®
Restaurant to be located at the Location of Franchised Restaurant on the Key Contract Data page of the
Agreement, and commonly referred to as BK# ______ (the “Franchised Restaurant”). In the event of any
conflicts between the terms of the Agreement and the terms of this Addendum, the terms of this Addendum
shall control. This Addendum amends and supplements the Agreement, and all terms and conditions
contained therein remain in full force and effect, except as amended hereby:

1. DEFINITIONS. Any capitalized terms used but not defined herein have the meanings given
in the Agreement.

2. FRANCHISE GRANT: TERM AND LOCATION. BKC grants to Franchisee and

Franchisee accepts a franchise to use the BURGER KING System and the BURGER KING Marks only in
the operation of a BURGER KING Restaurant at the location described on the Key Contract Data page
attached to this Agreement and incorporated by reference herein, more fully described in Exhibit A of the
Agreement (the “Franchised Restaurant”), (the term “Franchised Restaurant” includes the real estate
described on Exhibit A of the Agreement (the “Premises”), the restaurant “Building” and all “Improvements”
constructed thereon wherever the context permits or requires). Notwithstanding anything to the contrary
contained in Section 1 of the Agreement, the term of the Agreement commences on __________________
______, 20_____ (the “Commencement Date”) and shall expire __________________ ______, 20_____
(the “Term”) unless sooner terminated in accordance with the provisions of the Agreement. Franchisee
agrees to operate the Franchised Restaurant at the specified location for the entire Term. Franchisee
accepts this franchise with the full and complete understanding that the franchise grant contains no promise
or assurance of renewal. The sole and entire conditions under which Franchisee will have the opportunity
of obtaining a Successor BURGER KING Franchise Agreement at expiration are those set forth in Section
17 of the Agreement. This franchise is for the specified location only and does not in any way grant or imply
any area, market or territorial rights proprietary to Franchisee. Notwithstanding anything set forth above, if
Franchisee continues to operate the Franchised Restaurant after the end of the Term and does not obtain
a Successor BURGER KING Franchise Agreement in accordance with Section 17 of the Agreement,
Franchisee shall be deemed to be operating such Franchised Restaurant on a month-to-month basis under
the terms and conditions of the Agreement and BKC may terminate the Agreement at any time after the
end of the Term upon thirty (30) days prior written notice.

3. CURRENT IMAGE. Notwithstanding anything contained in Section 5.B.2 of the Agreement

regarding the remodelings, improvements, and alterations to be done to the Franchised Restaurant to
conform with the Current Image of BURGER KING restaurants during the specified year of the Term stated
in Section 5.B.2.i of the Agreement, by the end of the tenth (10th) year of the Term, Franchisee shall
improve, alter and remodel the interior and exterior of the Franchised Restaurant, as generally described
on Exhibit A to this Addendum (which guidelines BKC may change from time-to-time to reflect the Current
Image of BKC then in effect), to bring the Franchised Restaurant into conformance with such Current Image
then in effect (the “Interior/Exterior Refresh”). This Interior/Exterior Refresh shall qualify as the Current
Image remodel referenced and required in Section 5.B.2 of the Agreement.

SIO3 Successor Franchise Addendum

Exhibit T2 (03/2022)
BK#_________

1
 4. ROYALTY RATE. The following paragraphs replace Section 9.A of the Agreement:

During the Term of this Agreement, Franchisee agrees to pay to BKC, for the use
of the BURGER KING System and the BURGER KING Marks during the Term, a royalty
(“Royalty”) equal to a percentage of Gross Sales. Royalties shall be paid monthly by the
tenth (10th) day of each month based upon Gross Sales for the preceding month. The
percentage of Gross Sales payable as a Royalty shall be as follows:

(i) Except as provided in Section 9.A(ii) or (iii), Franchisee shall pay BKC
Royalties equal to 4.5% of Gross Sales.

(ii) For the first _____________ (_____) months of the Term [** 60 months,
less 12 months for each: remodel after deadline date and cross-default with other
restaurants **], Franchisee shall pay BKC Royalties equal to ______% of Gross Sales
(the “Reduced Royalty”) provided the difference between the Royalty that would be due if
the Royalty was the Reduced Royalty and 4.5% of Gross Sales shall not exceed
$_________ [** $20,000 or $15,000 **] in any year of the Term (the “Total Royalty Cap”).
The term “12-Month Gross Sales” shall mean the aggregate Gross Sales of the Franchised
Restaurant for the full twelve (12) month period, excluding any periods of temporary
closures of the Franchised Restaurant, immediately preceding the applicable date. The
Total Royalty Cap is non-cumulative such that any outstanding amount between
Franchisee’s actual Royalties due in any year and the Total Royalty Cap would not roll over
to the next year of the Term. The Royalty shall equal 4.5% of Gross Sales for the remainder
of the year once the Total Royalty Cap is met.

(iii) After the sixtieth (60th) month of the Term, Franchisee shall pay BKC
Royalties equal to 3.0% of Gross Sales (if 12-Month Gross Sales immediately preceding
the end of the sixtieth (60th) month of the Term were less than $900,000), 3.5% of Gross
Sales (if 12-Month Gross Sales immediately preceding the end of the sixtieth (60th) month
of the Term were between $900,000 and $1,000,000) or 4.5% of Gross Sales (if 12-Month
Gross Sales immediately preceding the end of the sixtieth (60th) month of the Term are
more than $1,000,000).

5. CLOSURE OPTION. Franchisee shall have the option to terminate the Agreement after
the end of the sixtieth (60th) month of the Term (the “Closure Option”), provided that:

(a) Franchisee’s 12-Month Gross Sales as of the end of the sixtieth (60th) month of the Term
are One Million ($1,000,000.00) Dollars or less and Franchisee gives BKC thirty (30) days’ prior
written notice of termination, which notice shall set forth the effective date of such termination no
earlier than ninety (90) days but no more than one hundred eighty (180) days after the date of
BKC’s receipt of such notice;

(b) Franchisee, at the time of giving written notice to BKC as specified above and at the time
of the effective date of such termination under this Section 5, is not in default of and has
substantially complied with the terms and conditions of the Agreement and all other franchise
agreements or other agreements with BKC that Franchisee may be a party to consistently and
throughout their terms;

(c) Franchisee executes BKC’s standard form of Agreement of Cancellation and Termination
of Franchise Agreement provided by BKC;

(d) Franchisee closes and de-identifies the Franchised Restaurant in accordance with BKC
requirements; and

SIO3 Successor Franchise Addendum

Exhibit T2 (03/2022)
BK#_________

2
 (e) Franchisee pays all amounts due and owing to BKC for the period the Franchised
Restaurant was open and operating. If BKC allows the Agreement to be terminated pursuant to the
provisions of this Addendum, then BKC agrees to waive collection for any royalty and advertising
payments that BKC would have received from future gross sales arising after the closure.

If Franchisee does not exercise the Closure Option, Franchisee agrees to operate the Franchised
Restaurant at the specified location for the entire Term under the terms of the Agreement. BKC
does not hereby waive, and this Section 5 shall not be construed as a waiver or otherwise affect
the right of BKC to, any other rights and remedies of BKC hereunder existing prior to or after the
effective date of such termination under this Section 5.

6. DEFAULT. The rights and incentives granted under this Addendum, including but not
limited to, the reduced Royalty and the Closure Option, and this Addendum, terminate and are void upon
any default by Franchisee under the Agreement.

7. TRANSFER. BKC’s written consent to the assignment or transfer of the rights and
incentives granted under this Addendum, including but not limited to, the reduced Royalty and the Closure
Option, is required prior to any direct or indirect sale, assignment, or transfer as defined under Section 15
of the Agreement.

[Remainder of page left blank]

SIO3 Successor Franchise Addendum

Exhibit T2 (03/2022)
BK#_________

3
[** If Franchise Agreement (Individual/Owner-Operator):

By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

**]

SIO3 Successor Franchise Addendum

Exhibit T2 (03/2022)
BK#_________

4
[** If Franchise Agreement (Entity):

By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*,
a*

By:
*, Managing Owner
**]

SIO3 Successor Franchise Addendum

Exhibit T2 (03/2022)
BK#_________

5
 EXHIBIT A
INTERIOR/EXTERIOR REFRESH REQUIREMENTS

* The actual scope of work required to complete the Interior/Exterior Refresh to bring the Franchised Restaurant
into conformance with the Current Image upon the date set forth in Section 4 of the Addendum will vary depending
on the condition of the Franchised Restaurant and the Current Image then in effect on such date. Repair or
replace items below to a “like new” condition. The scope of work required includes, but is not limited to, the
following:

Interior Refresh

1. Update Front and Drink Station Counters

2. Décor
 Reconfigure dining room to updated image standard color palette and styles
 Replace Table Tops
 Replace seating, booths if required
 Refurbish Booths (new back pads and seats)
3. Interior Walls/Ceiling:
 Repair Wall Coverings (remove wall paper, repaint, replace wainscot, etc.)
4. Lighting
 Repair interior lighting to a “like new condition”
5. Interior Equipment
 Drink Machine must be in good working condition
6. Repair/ refurbish Interior Doors
7. Other
 Install required Merchandising
8. Address all interior repair and maintenance issues according to BKC standards, including, but not limited to, the
kitchen / back of house

Exterior Refresh
Note: Building colors match the then current image standards

1. Signage:
 Pylon and Monument Signs.
o Paint pylon pole / monument base
o Paint pylon sign cabinet
 Appendage Signs: Paint Cabinet
 All signage needs to be compliant with BKC standards and in excellent condition
2. Reader Boards:
 Paint Cabinet
3. Roof and Wall Mounted Channel Letter Signs
 Paint Cabinet
4. Directional Signs
 Paint Pole / Cabinet
5. Parking Lot and Site Conditions.
 Seal and Stripe Parking Lot or overlay if required
6. Trash Enclosure
 Paint Trash Enclosure and Gates
7. Playgrounds.
 Paint playground fence
 If playground is removed, create additional seating, parking or landscaping area as approved by BKC
8. Building Exterior and Walls
 Paint Walls - Brick / Block as necessary
9. Mansard Roof
 Light band must be 100% functional and continuous LED lens
10. Update Exterior Merchandising as determined by BKC
11. Comply with all federal, state and local rules and regulations
12. Address all repair and maintenance issues according to BKC standards

4869-8793-2420, v. 2

SIO3 Successor Franchise Addendum

Exhibit T2 (03/2022)
BK#_________

6
EXHIBIT T3
 SIO3 LATE ENTRY SUCCESSOR FRANCHISE ADDENDUM
SUCCESSOR INCENTIVE OPTION 3 LATE ENTRY PROGRAM

BURGER KING® Restaurant #

This SIO3 SUCCESSOR FRANCHISE ADDENDUM (“Addendum”) is made as of the _____ day of
____________________, 20___, by and between the undersigned parties.

This Addendum is part of the Franchise Agreement entered into by the parties on the same date
herewith (the “Agreement”) under which Franchisee is licensed to own and operate the BURGER KING®
Restaurant to be located at the Location of Franchised Restaurant on the Key Contract Data page of the
Agreement, and commonly referred to as BK# ______ (the “Franchised Restaurant”). In the event of any
conflicts between the terms of the Agreement and the terms of this Addendum, the terms of this Addendum
shall control. This Addendum amends and supplements the Agreement, and all terms and conditions
contained therein remain in full force and effect, except as amended hereby:

1. DEFINITIONS. Any capitalized terms used but not defined herein have the meanings given
in the Agreement.

2. FRANCHISE GRANT: TERM AND LOCATION. BKC grants to Franchisee and

Franchisee accepts a franchise to use the BURGER KING System and the BURGER KING Marks only in
the operation of a BURGER KING Restaurant at the location described on the Key Contract Data page
attached to this Agreement and incorporated by reference herein, more fully described in Exhibit A of the
Agreement (the “Franchised Restaurant”), (the term “Franchised Restaurant” includes the real estate
described on Exhibit A of the Agreement (the “Premises”), the restaurant “Building” and all “Improvements”
constructed thereon wherever the context permits or requires). Notwithstanding anything to the contrary
contained in Section 1 of the Agreement, the term of the Agreement commences on __________________
______, 20_____ (the “Commencement Date”) and shall expire __________________ ______, 20_____
(the “Term”) unless sooner terminated in accordance with the provisions of the Agreement. Franchisee
agrees to operate the Franchised Restaurant at the specified location for the entire Term. Franchisee
accepts this franchise with the full and complete understanding that the franchise grant contains no promise
or assurance of renewal. The sole and entire conditions under which Franchisee will have the opportunity
of obtaining a Successor BURGER KING Franchise Agreement at expiration are those set forth in Section
17 of the Agreement. This franchise is for the specified location only and does not in any way grant or imply
any area, market or territorial rights proprietary to Franchisee. Notwithstanding anything set forth above, if
Franchisee continues to operate the Franchised Restaurant after the end of the Term and does not obtain
a Successor BURGER KING Franchise Agreement in accordance with Section 17 of the Agreement,
Franchisee shall be deemed to be operating such Franchised Restaurant on a month-to-month basis under
the terms and conditions of the Agreement and BKC may terminate the Agreement at any time after the
end of the Term upon thirty (30) days prior written notice.

3. CURRENT IMAGE. Notwithstanding anything contained in Section 5.B.2 of the Agreement

regarding the remodelings, improvements, and alterations to be done to the Franchised Restaurant to
conform with the Current Image of BURGER KING restaurants during the specified year of the Term stated
in Section 5.B.2.i of the Agreement, by the end of the tenth (10th) year of the Term, Franchisee shall
improve, alter and remodel the interior and exterior of the Franchised Restaurant, as generally described
on Exhibit A to this Addendum (which guidelines BKC may change from time-to-time to reflect the Current
Image of BKC then in effect), to bring the Franchised Restaurant into conformance with such Current Image
then in effect (the “Interior/Exterior Refresh”). This Interior/Exterior Refresh shall qualify as the Current
Image remodel referenced and required in Section 5.B.2 of the Agreement.

4. ROYALTY RATE. The following paragraphs replace Section 9.A of the Agreement:
SIO3 Late Entry Successor Franchise Addendum
Exhibit T3 (03/2022)
BK#_________

1
 During the Term of this Agreement, Franchisee agrees to pay to BKC, for the use
of the BURGER KING System and the BURGER KING Marks during the Term, a royalty
(“Royalty”) equal to a percentage of Gross Sales. Royalties shall be paid monthly by the
tenth (10th) day of each month based upon Gross Sales for the preceding month. The
percentage of Gross Sales payable as a Royalty shall be as follows:

(i) Except as provided in Section 9.A (ii) or (iii), Franchisee shall pay BKC
Royalties equal to 4.5% of Gross Sales.

(ii) Commencing on ____________, 20___ and continuing for

_____________ (_____) months thereafter [** 60 months, less 12 months for each:
remodel after deadline date and cross-default with other restaurants **], Franchisee
shall pay BKC Royalties equal to ______% of Gross Sales (the “Reduced Royalty”)
provided the difference between the Royalty that would be due if the Royalty was the
Reduced Royalty and 4.5% of Gross Sales shall not exceed $_________ [** $20,000 or
$15,000 **] in any year of the Term (the “Total Royalty Cap”). The term “12-Month Gross
Sales” shall mean the aggregate Gross Sales of the Franchised Restaurant for the full
twelve (12) month period, excluding any periods of temporary closures of the Franchised
Restaurant, immediately preceding the applicable date. The Total Royalty Cap is non-
cumulative such that any outstanding amount between Franchisee’s actual Royalties due
in any year and the Total Royalty Cap would not roll over to the next year of the Term. The
Royalty shall equal 4.5% of Gross Sales for the remainder of the year once the Total
Royalty Cap is met.

(iii) After the ________ (____th) month of the Reduced Royalty period above,
Franchisee shall pay BKC Royalties equal to 3.0% of Gross Sales (if 12-Month Gross Sales
immediately preceding the end of the ________ (___th) month of the Reduced Royalty
period were less than $900,000), 3.5% of Gross Sales (if 12-Month Gross Sales
immediately preceding the end of the ________ (___th) month of the Reduced Royalty
period were between $900,000 and $1,000,000) or 4.5% of Gross Sales (if 12-Month Gross
Sales immediately preceding the end of the _________ (__th) month of the Reduced
Royalty period are more than $1,000,000).

5. CLOSURE OPTION. Franchisee shall have the option to terminate the Agreement (the
“Closure Option”), provided that:

(a) Franchisee’s 12-Month Gross Sales as of the end of the sixtieth (60th) month of the Term
are One Million ($1,000,000.00) Dollars or less and Franchisee gives BKC thirty (30) days’ prior
written notice of termination within 30 days after the end of the 60th month of the Term, which
notice shall set forth the effective date of such termination no earlier than ninety (90) days but no
more than one hundred eighty (180) days after the sixtieth (60th) month of the Term;

(b) Franchisee, at the time of giving written notice to BKC as specified above and at the time
of the effective date of such termination under this Section 5, is not in default of and has
substantially complied with the terms and conditions of the Agreement and all other franchise
agreements or other agreements with BKC that Franchisee may be a party to consistently and
throughout their terms;

(c) Franchisee executes BKC’s standard form of Agreement of Cancellation and Termination
of Franchise Agreement provided by BKC;

(d) Franchisee closes and de-identifies the Franchised Restaurant in accordance with BKC
requirements; and
SIO3 Late Entry Successor Franchise Addendum
Exhibit T3 (03/2022)
BK#_________

2
 (e) Franchisee pays all amounts due and owing to BKC for the period the Franchised
Restaurant was open and operating. If BKC allows the Agreement to be terminated pursuant to the
provisions of this Addendum, then BKC agrees to waive collection for any royalty and advertising
payments that BKC would have received from future gross sales arising after the closure.

If Franchisee does not exercise the Closure Option, Franchisee agrees to operate the Franchised
Restaurant at the specified location for the entire Term under the terms of the Agreement. BKC
does not hereby waive, and this Section 5 shall not be construed as a waiver or otherwise affect
the right of BKC to, any other rights and remedies of BKC hereunder existing prior to or after the
effective date of such termination under this Section 5.

6. DEFAULT. The rights and incentives granted under this Addendum, including but not
limited to, the reduced Royalty and the Closure Option, and this Addendum, terminate and are void upon
any default by Franchisee under the Agreement.

7. TRANSFER. BKC’s written consent to the assignment or transfer of the rights and
incentives granted under this Addendum, including but not limited to, the reduced Royalty and the Closure
Option, is required prior to any direct or indirect sale, assignment, or transfer as defined under Section 15
of the Agreement.

[Remainder of page left blank]

SIO3 Late Entry Successor Franchise Addendum

Exhibit T3 (03/2022)
BK#_________

3
[** If Franchise Agreement (Individual/Owner-Operator):

By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

**]

SIO3 Late Entry Successor Franchise Addendum

Exhibit T3 (03/2022)
BK#_________

4
[** If Franchise Agreement (Entity):

By entering into this Addendum, Franchisee expressly consents to transact business with
BKC electronically and that, consistent with the Uniform Electronic Transactions Act, and all other
applicable state and federal laws, this Addendum may be executed by electronic signatures. The
parties to this Addendum agree that the parties' electronic signatures are intended to authenticate
this writing and to have the same force and effect as the use of manual signatures and an
electronically signed version of this Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:

Print Name:

Its:

FRANCHISEE:

*,
a*

By:
*, Managing Owner
**]

SIO3 Late Entry Successor Franchise Addendum

Exhibit T3 (03/2022)
BK#_________

5
 EXHIBIT A
INTERIOR/EXTERIOR REFRESH REQUIREMENTS

* The actual scope of work required to complete the Interior/Exterior Refresh to bring the
Franchised Restaurant into conformance with the Current Image upon the date set forth in Section
3 of the Addendum will vary depending on the condition of the Franchised Restaurant and the
Current Image then in effect on such date. Repair or replace items below to a “like new” condition.
The scope of work required includes, but is not limited to, the following:

Interior Refresh

1. New Front Service Counter and Stainless Steel Drink Station

 If Drink Station remains it shall be provided with new doors to match front counter,
stainless steel doors are also approved
 Bulkhead will be added above the front service counter if not present
 New FSC screens if present
2. Décor
 Reconfigure dining room and playground finishes and décor to BKC standards
 Dining Room Package
o New Core Drilled Tables
o New Freestanding Tables
o New Booths
o New Chairs/Seating
o New Interior Graphics or Decorative Panels
o New Queue Rail if required

3. Interior Walls and Ceiling:

 Remove Wall Covering (repaint, remove wallpaper, wainscot, etc.)
 New Wall Finishes (including wainscot, chair rails, window sills and accent walls)
 New Ceiling Elements and Finishes
4. Lighting
 Provide new interior general and accent lighting per 20/20 image standards, LED lighting
highly recommended (per BKC lighting guidelines and recommendations)
 Clean and repair existing lighting to remain to a “like new” condition
5. Menu Boards. Digital menu board required.
6. Interior Equipment – currently approved model is required
 Drink Machine
 Kitchen Equipment
7. Interior Doors
 Replace or finish door, per BKC standards
8. Flooring
 New flooring per standards as required by FIR

9. Other
 Install free Wi-Fi
 Install required merchandising
 Flat screen TV in the dining room and playground if present
 Dining room music system – install or bring to “like new” condition
10. POS System updated to approved BKC standards
SIO3 Late Entry Successor Franchise Addendum
Exhibit T3 (03/2022)
BK#_________

6
11. Restrooms: Remodel restrooms per 20/20 image standards
12. Bring interior (including restrooms) into compliance with all federal, state, and local rules and
regulations, including the Americans With Disabilities Act
13. Address all interior repair and maintenance issues according to BKC standards, including, but not
limited to, the kitchen / back of house

Exterior Refresh
Note: Building colors match the then current image standards

1. Signage:
 Pylon and Monument Signs.
o Paint pylon pole / monument base - black
o Paint pylon sign cabinet - silver
 Appendage Signs: Paint Cabinet - black
 All signage needs to be compliant with BKC standards and in excellent condition
2. Reader Boards:
 Paint Cabinet- black
3. Roof and Wall Mounted Channel Letter Signs
 Maximize Overall Signage
 Install HOTW Sign
 If the mansard is not removed, Burger King channel letters may be kept as long as in “like
new” condition. Replace BK lens with red, paint cabinet – silver, BK logo-added to the tower.
4. Update Exterior Building Lighting per BKC lighting guidelines and recommendations
5. Directional Signs
 Paint Pole / Cabinet – black
 Install new sign faces - black
6. 20/20 Drive Thru Elements
 Install clearance sign
 Install DT canopy with internal OCU
 Bury conduits to OCU
 Paint menu board cabinets – black
 Add DT trash receptacle with black lid
 DT equipment layout optimization
 Brick/block decorative base or landscape per standards around menu and preview board
7. Parking Lot and Site Conditions.
 Seal and Stripe Parking Lot
Overlay if required per R&M standards
8. Trash Enclosure
 Paint Trash Enclosure and Gates
9. Site Lighting
 Upgrade lighting per BKC lighting standards posted at Designwithbk.com and paint poles to
BKC standard
10. Landscaping/Walls/Fences
 General landscaping upgrade with emphasis on drive thru landscaping per landscape
guidelines posted at Designwithbk.com
11. Enclose Recycle Bin Trash
12. Playgrounds.
 Paint playground fence
 If playground is removed, create additional seating, parking or landscaping area as approved by
BKC

SIO3 Late Entry Successor Franchise Addendum

Exhibit T3 (03/2022)
BK#_________

7
13. Building Exterior and Walls
 Paint Walls - Brick / Block as necessary
 Install 20/20 Surround with Taste King sign
 Install HOTW or approved brand sign
 Install Archons at building front, main entrance and DT façade
Install image elements per BKC requirements
14. Mansard Roof
 Install silver standing seam metal roof
 Refinish existing approved metal roof per standards
 Light band must be according to BKC standard
 Install 100W MH Drop Down Lens Soffit Lights or LED approved options per lighting standard
posted at Designwithbk.com
15. Doors and Windows
 Replace DT windows if small (12”) bump-out window is present
 20/20 accents elements at drive thru windows
 Snap frames on all drive thru sides
16. Other Building Requirements
 Roof certification
 HVAC certification
17. New Exterior Merchandising, including but not limited to
 Exterior snap frame content
18. Bring exterior into compliance with all federal, state and local rules and regulations, including the
Americans With Disabilities Act
19. Address all repair and maintenance issues according to BKC standards

Double 20/20 Drive Thru

1. If double drive thru is installed it shall include all the elements required per BKC Drive Thru Design
Standards
 Two clearance bars
 Two presale boards
 Two OCU’s
 Bump-out DT windows with doors and bypass lane

4867-5357-5684, v. 2

SIO3 Late Entry Successor Franchise Addendum

Exhibit T3 (03/2022)
BK#_________

8
EXHIBIT T4
 SIO5 SUCCESSOR FRANCHISE ADDENDUM
SUCCESSOR INCENTIVE OPTION 5 PROGRAM

BURGER KING® Restaurant #

This SIO5 SUCCESSOR FRANCHISE ADDENDUM (“Addendum”) is made as of the _____ day of
____________________, 20___, by and between the undersigned parties.

This Addendum is part of the Franchise Agreement entered into by the parties on the same date
herewith (the “Agreement”) under which Franchisee is licensed to own and operate the BURGER KING®
Restaurant to be located at the Location of Franchised Restaurant on the Key Contract Data page of the
Agreement, and commonly referred to as BK# ______ (the “Franchised Restaurant”). In the event of any
conflicts between the terms of the Agreement and the terms of this Addendum, the terms of this Addendum
shall control. This Addendum amends and supplements the Agreement, and all terms and conditions
contained therein remain in full force and effect, except as amended hereby:

1. DEFINITIONS. Any capitalized terms used but not defined herein have the meanings given
in the Agreement.

2. FRANCHISE GRANT: TERM AND LOCATION. BKC grants to Franchisee and

Franchisee accepts a franchise to use the BURGER KING System and the BURGER KING Marks only in
the operation of a BURGER KING Restaurant at the location described on the Key Contract Data page
attached to this Agreement and incorporated by reference herein, more fully described in Exhibit A of the
Agreement (the “Franchised Restaurant”), (the term “Franchised Restaurant” includes the real estate
described on Exhibit A of the Agreement (the “Premises”), the restaurant “Building” and all “Improvements”
constructed thereon wherever the context permits or requires). Notwithstanding anything to the contrary
contained in Section 1 of the Agreement, the term of the Agreement commences on __________________
______, 20_____ (the “Commencement Date”) and shall expire __________________ ______, 20_____
(the “Term”) unless sooner terminated in accordance with the provisions of the Agreement. Franchisee
agrees to operate the Franchised Restaurant at the specified location for the entire Term. Franchisee
accepts this franchise with the full and complete understanding that the franchise grant contains no promise
or assurance of renewal. The sole and entire conditions under which Franchisee will have the opportunity
of obtaining a Successor BURGER KING Franchise Agreement at expiration are those set forth in Section
17 of the Agreement. This franchise is for the specified location only and does not in any way grant or imply
any area, market or territorial rights proprietary to Franchisee. Notwithstanding anything set forth above, if
Franchisee continues to operate the Franchised Restaurant after the end of the Term and does not obtain
a Successor BURGER KING Franchise Agreement in accordance with Section 17 of the Agreement,
Franchisee shall be deemed to be operating such Franchised Restaurant on a month-to-month basis under
the terms and conditions of the Agreement and BKC may terminate the Agreement at any time after the
end of the Term upon thirty (30) days prior written notice.

3. CURRENT IMAGE. Notwithstanding anything contained in Section 5.B.2 of the Agreement

to the contrary, by the end of the tenth (10th) year of the Term, Franchisee shall improve, alter and remodel
the interior and exterior of the Franchised Restaurant, as generally described on Exhibit A to this Addendum
(which guidelines BKC may change from time-to-time to reflect the Current Image of BKC then in effect),
to bring the Franchised Restaurant into conformance with such Current Image then in effect (the
“Interior/Exterior Refresh”). This Interior/Exterior Refresh shall qualify as the Current Image remodel
referenced and required in Section 5.B.2 of the Agreement.

4. ROYALTY RATE. The following paragraphs replace Section 9.A of the Agreement:

During the Term of this Agreement, Franchisee agrees to pay to BKC, for the use
of the BURGER KING System and the BURGER KING Marks during the Term, a royalty
(“Royalty”) equal to a percentage of Gross Sales. Royalties shall be paid monthly by the
tenth (10th) day of each month based upon Gross Sales for the preceding month. The
percentage of Gross Sales payable as a Royalty shall be as follows:
SIO5 Successor Franchise Addendum
Exhibit T4 (03/2022)
BK#_________ 1
 (i) For the period commencing on ________________ and ending on
__________________, Franchisee shall pay BKC a Royalty equal to _____% of Gross
Sales.

[** Use if spans multiple stepping periods:

(ii) For the period commencing on ________________ and ending on
__________________, Franchisee shall pay BKC a Royalty equal to _____% of Gross
Sales.
**]

(iii) Franchisee shall receive a monthly credit equal to 1.75% of Gross Sales
commencing on ________________ and ending on __________________ (the “Yearly
Royalty Credits”). During such period, the Yearly Royalty Credits shall not exceed
$________ in each year.

(iv) For the period commencing on ________________ until the end of the
Term, Franchisee shall pay BKC a Royalty equal to 4.5% of Gross Sales.

5. ADVERTISING CONTRIBUTION. The following paragraphs replace Section 9.B.i of the

Agreement:

(i) During the Term of this Agreement, Franchisee agrees to pay BKC an
advertising contribution equal to a percentage of Gross Sales (the “Advertising
Contribution”). The Advertising Contribution shall be paid monthly by the tenth (10th) day
of each month based upon Franchisee’s Gross Sales for the preceding month. This sum,
less direct administrative expenses, will be used for (a) market research expenditures
directly related to the development and evaluation of the effectiveness of Advertising and
sales promotions, (b) creative, production and other costs incurred in connection with the
development of Advertising, sales promotions and public relations (as limited by Section
(vi) below), both in the market area of the Franchised Restaurant, as reasonably defined
from time to time by BKC, and on a national basis, and (c) various methods of delivering
the Advertising or promotional message, including without limitation, television, radio,
outdoor and print ("Media"). The allocation of the Advertising Contribution between
national, regional and local expenditures shall be made by BKC in its sole business
judgment. The Advertising Contribution shall be as follows:

(a) For the period commencing on ________________ and ending

on __________________, Franchisee shall pay BKC an Advertising Contribution equal to
4.0% of Gross Sales or 2.5% of Gross Sales as set forth in the Non-Traditional Facility
Addendum, if incorporated herein.

[** Use if spans multiple stepping periods:

(b) For the period commencing on ________________ and ending
on __________________, Franchisee shall pay BKC an Advertising Contribution equal to
_____% of Gross Sales or 2.5% of Gross Sales as set forth in the Non-Traditional Facility
Addendum, if incorporated herein.
**]

(c) Franchisee shall receive a monthly credit equal to 1.75% of Gross

Sales commencing on _____________ and ending on _______________ (the “Yearly
Advertising Contribution Credit”). During such period, the Yearly Advertising Contribution
Credit shall not exceed $________ in each year.

SIO5 Successor Franchise Addendum

Exhibit T4 (03/2022)
BK#_________ 2
 6. CLOSURE OPTION. Franchisee shall have the option to terminate the Agreement after
__________ ____, 20__ (the end of the sixtieth (60th) month of the Term) (the “Closure Option”), provided
that:

(a) Franchisee’s 12-Month Gross Sales as of __________ ____, 20__ (the end of the sixtieth
(60th) month of the Term) are under One Million Dollars ($1,000,000) and Franchisee gives BKC
thirty (30) days’ prior written notice of termination, which notice shall set forth the effective date of
such termination no earlier than ninety (90) days but no more than one hundred eighty (180) days
after the date of BKC’s receipt of such notice;

(b) Franchisee, at the time of giving written notice to BKC as specified above and at the time
of the effective date of such termination under this Section 6, is not in default of and has
substantially complied with the terms and conditions of the Agreement and all other franchise
agreements or other agreements with BKC that Franchisee may be a party to consistently and
throughout their terms;

(c) Franchisee executes BKC’s standard form of Agreement of Cancellation and Termination
of Franchise Agreement provided by BKC;

(d) Franchisee closes and de-identifies the Franchised Restaurant in accordance with BKC
requirements; and

(e) Franchisee pays all amounts due and owing to BKC for the period the Franchised
Restaurant was open and operating. If BKC allows the Agreement to be terminated pursuant to the
provisions of this Addendum, then BKC agrees to waive collection for any royalty and advertising
payments that BKC would have received from future gross sales arising after the closure.

If Franchisee does not exercise the Closure Option, Franchisee agrees to operate the Franchised
Restaurant at the specified location for the entire Term under the terms of the Agreement. BKC does not
hereby waive, and this Section 6 shall not be construed as a waiver or otherwise affect the right of BKC to,
any other rights and remedies of BKC hereunder existing prior to or after the effective date of such
termination under this Section 6.

7. DEFAULT. The rights and incentives granted under this Addendum, including but not
limited to, the reduced Royalty and Advertising Contribution, the Yearly Royalty Credit and Yearly
Advertising Contribution Credit, and the Closure Option, and this Addendum, terminate and are void upon
any default by Franchisee under the Agreement.

8. TRANSFER. BKC’s written consent to the assignment or transfer of the rights and
incentives granted under this Addendum, including but not limited to, the reduced Royalty and Advertising
Contribution, the Yearly Royalty Credit and Yearly Advertising Contribution Credit, and the Closure Option,
is required prior to any direct or indirect sale, assignment, or transfer as defined under Section 15 of the
Agreement.

[Remainder of page left blank]

SIO5 Successor Franchise Addendum

Exhibit T4 (03/2022)
BK#_________ 3
[** If Franchise Agreement (Individual/Owner-Operator):

By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

**]

SIO5 Successor Franchise Addendum

Exhibit T4 (03/2022)
BK#_________ 4
[** If Franchise Agreement (Entity):

By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*,
a*

By:
*, Managing Owner
**]

SIO5 Successor Franchise Addendum

Exhibit T4 (03/2022)
BK#_________ 5
 EXHIBIT A
INTERIOR/EXTERIOR REFRESH REQUIREMENTS

* The actual scope of work required to complete the Interior/Exterior Refresh to bring the Franchised
Restaurant into conformance with the Current Image upon the date set forth in Section 3 of the Addendum
will vary depending on the condition of the Franchised Restaurant and the Current Image then in effect on
such date. Repair or replace items below to a “like new” condition. The scope of work required includes,
but is not limited to, the following:

Interior Refresh

1. Update Front Service Counter and Drink Station

2. Décor
 Reconfigure dining room to updated image standard
 Replace Table Tops
 Replace seating, booths may not be required
 Refurbish Booths to “like new condition” including new back pads and seats

3. Interior Walls/Ceiling:
 Repair Wall Coverings (remove wall paper, repaint, replace wainscot, etc.)
 Repaint walls and soffits

4. Lighting
 Repair interior lighting to a “like new condition”

5. Menu Boards
 Menu Boards must be in good working order

6. Interior Equipment
 Drink Machine must be in good working condition

7. Repair/ refurbish Interior Doors

8. Other
 Install required Merchandising

9. Restrooms
 Restrooms shall comply with all federal, state, and local rules including the Americans With
Disabilities Act.

10. Address all interior repair and maintenance issues according to BKC standards, including, but not
limited to, the kitchen / back of house

Exterior Refresh
Note: Building colors match the then current image standards

1. Signage:
 Pylon and Monument Signs.
o Paint pylon pole / monument base
o Paint pylon sign cabinet
 Appendage Signs: Paint Cabinet
 All signage needs to be compliant with BKC standards and in excellent condition

SIO5 Successor Franchise Addendum

Exhibit T4 (03/2022)
BK#_________ 6
2. Reader Boards:
 Paint Cabinet

3. Roof and Wall Mounted Channel Letter Signs

 Paint Cabinet

4. Directional Signs
 Paint Pole / Cabinet

5. Parking Lot and Site Conditions

 Seal and Stripe Parking Lot or overlay if required

6. Trash Enclosure
 Paint Trash Enclosure and Gates

7. Playgrounds.
 Paint playground fence
 If playground is removed, create additional seating, parking or landscaping area as approved by
BKC

8. Building Exterior and Walls

 Paint Walls - Brick / Block as necessary

9. Light Band
 Light band must be 100% functional, to current standards, and in “like new condition”

10. Update Exterior Merchandising as determined by BKC

11. Comply with all federal, state and local rules and regulations

12. Address all repair and maintenance issues according to BKC standards

4853-9370-3684, v. 2

SIO5 Successor Franchise Addendum

Exhibit T4 (03/2022)
BK#_________ 7
EXHIBIT T5
 2018 ISP FRANCHISE ADDENDUM
IMAGE STANDARD PROGRAM

BURGER KING® Restaurant #

This 2018 ISP FRANCHISE ADDENDUM (“Addendum”) is made as of the _____ day of
____________________, 20___, by and between the undersigned parties.

This Addendum is part of the Franchise Agreement entered into by the parties on the same date
herewith (the “Agreement”) under which Franchisee is licensed to own and operate the BURGER KING®
Restaurant to be located at the Location of Franchised Restaurant on the Key Contract Data page of the
Agreement, and commonly referred to as BK# ______ (the “Franchised Restaurant”). In the event of any
conflicts between the terms of the Agreement and the terms of this Addendum, the terms of this Addendum
shall control. This Addendum amends and supplements the Agreement, and all terms and conditions
contained therein remain in full force and effect, except as amended hereby:

1. DEFINITIONS. Any capitalized terms used but not defined herein have the meanings given
in the Agreement.

2. BACKGROUND AND PURPOSE. This Addendum is being executed in order to modify

certain provisions of the Franchise Agreement as necessary to reflect accurately the terms on which a
franchise is being granted to Franchisee. Franchisee acknowledges that, as of the date of this Addendum,
the Remodel (as defined below) of the Franchised Restaurant has not been completed, and that this
Addendum reflects material conditions to the grant of the franchise to Franchisee.

3. REMODEL REQUIREMENTS. Franchisee acknowledges and agrees that Franchisee is

required to complete certain renovations, repairs, replacements, remodelings and/or rebuildings of the
Franchised Restaurant that will conform the Franchised Restaurant with the standards as specified in the
Scope of Work attached hereto as Exhibit “A” to this Addendum (the "Remodel"). Franchisee acknowledges
and agrees that completion of the Remodel in accordance with the Scope of Work is a material
consideration for and inducement to BKC to enter into the Franchise Agreement and this Addendum.
Franchisee agrees to complete the Remodel in a professional, workmanlike manner in accordance with
BKC and industry standards, and to complete the Remodel in its entirety no later than November 30, 20___
(the "Remodel Completion Date"). Franchisee further agrees that equitable relief requiring the performance
of Franchisee’s obligations under this Addendum would be appropriate in the event that Franchisee fails to
comply with its obligations herein, and that in the event of Franchisee’s noncompliance, BKC shall be
entitled to such relief without bond and to recover all costs of enforcement of Franchisee’s obligations under
this Addendum, including without limitation its attorneys’ fees and costs. Equitable relief will be in addition
to and will not preclude other remedies. Failure to complete the Remodel in its entirety, as determined by
BKC, by the Remodel Cure Period as defined in Section 8 of this Addendum shall be a material default
under and cause for termination of the Franchise Agreement.

4. FRANCHISE GRANT: TERM AND LOCATION. BKC grants to Franchisee and

Franchisee accepts a franchise to use the BURGER KING System and the BURGER KING Marks only in
the operation of a BURGER KING Restaurant at the location described on the Key Contract Data page
attached to this Agreement and incorporated by reference herein, more fully described in Exhibit A of the
Agreement (the “Franchised Restaurant”), (the term “Franchised Restaurant” includes the real estate
described on Exhibit A of the Agreement (the “Premises”), the restaurant “Building” and all “Improvements”
constructed thereon wherever the context permits or requires). Notwithstanding anything to the contrary
contained in Section 1 of the Agreement, the term of the Agreement commences on __________________
______, 20_____ (the “Commencement Date”) and shall expire __________________ ______, 20_____
(the “Term”) unless sooner terminated in accordance with the provisions of the Agreement. Franchisee
agrees to operate the Franchised Restaurant at the specified location for the entire Term. Franchisee
accepts this franchise with the full and complete understanding that the franchise grant contains no promise
or assurance of renewal. The sole and entire conditions under which Franchisee will have the opportunity

2018 ISP Franchise Addendum

Exhibit T5 (03/2022)
BK#_________ 1
of obtaining a Successor BURGER KING Franchise Agreement at expiration are those set forth in Section
17 of the Agreement. This franchise is for the specified location only and does not in any way grant or imply
any area, market or territorial rights proprietary to Franchisee. Notwithstanding anything set forth above, if
Franchisee continues to operate the Franchised Restaurant after the end of the Term and does not obtain
a Successor BURGER KING Franchise Agreement in accordance with Section 17 of the Agreement,
Franchisee shall be deemed to be operating such Franchised Restaurant on a month-to-month basis under
the terms and conditions of the Agreement and BKC may terminate the Agreement at any time after the
end of the Term upon thirty (30) days prior written notice.

5. CURRENT IMAGE. Notwithstanding anything contained in Section 5.B.2 of the Agreement

to the contrary, by the end of the tenth (10th) year of the Term, Franchisee shall improve, alter and remodel
the interior and exterior of the Franchised Restaurant, as generally described on Exhibit B to this Addendum
(which guidelines BKC may change from time-to-time to reflect the Current Image of BKC then in effect),
to bring the Franchised Restaurant into conformance with such Current Image then in effect (the
“Interior/Exterior Refresh”). This Interior/Exterior Refresh shall qualify as the Current Image remodel
referenced and required in Section 5.B.2 of the Agreement.

6. ROYALTY RATE. The following paragraphs replace Section 9.A of the Agreement:

During the Term of this Agreement, Franchisee agrees to pay to BKC, for the use of the
BURGER KING System and the BURGER KING Marks during the Term, a royalty (“Royalty”) equal to a
percentage of Gross Sales. Royalties shall be paid monthly by the tenth (10th) day of each month based
upon Gross Sales for the preceding month. The percentage of Gross Sales payable as a Royalty shall be
as follows:

(i) For the period commencing on ________________ and ending on

__________________, Franchisee shall pay BKC a Royalty equal to _____% of Gross Sales.

[** Use if spans multiple stepping periods:

(ii) For the period commencing on ________________ and ending on
__________________, Franchisee shall pay BKC a Royalty equal to _____% of Gross Sales.
**]

(iii) If BKC confirms that Franchisee has completed the Remodel of the Franchised
Restaurant to BKC’s standards, then Franchisee shall receive a monthly credit equal to _____% [** 0.5%,
or 1.0% if scrape and rebuild **] of Gross Sales commencing on the month after the Remodel is approved
by BKC and ending on __________________ (the “Yearly Royalty Credits”). During such period, the Yearly
Royalty Credits shall not exceed $________ [** $5,500, or $9,000 if scrape and rebuild **] in each year.
The foregoing royalty rate annual maximums are non-cumulative such that any outstanding amount
between Franchisee’s actual royalties due in any year and such annual maximum would not roll over to the
next year of the term.

[** Use if time remains under term of previous franchise agreement and Royalty was
below 4.5%:
(iv) For the period commencing on ________________ and ending on
__________________, Franchisee shall pay BKC a Royalty equal to _____% of Gross Sales.
**]

(v) For the balance of the Term, and ending on the expiration of the Term, Franchisee
shall pay BKC a Royalty equal to 4.5% of Gross Sales.

7. ADVERTISING CONTRIBUTION. The following paragraphs replace Section 9.B.i of the

Agreement:

2018 ISP Franchise Addendum

Exhibit T5 (03/2022)
BK#_________ 2
 (i) During the Term of this Agreement, Franchisee agrees to pay BKC an advertising
contribution equal to a percentage of Gross Sales (the “Advertising Contribution”). The Advertising
Contribution shall be paid monthly by the tenth (10th) day of each month based upon Franchisee’s Gross
Sales for the preceding month. This sum, less direct administrative expenses, will be used for (a) market
research expenditures directly related to the development and evaluation of the effectiveness of Advertising
and sales promotions, (b) creative, production and other costs incurred in connection with the development
of Advertising, sales promotions and public relations (as limited by Section (vi) below), both in the market
area of the Franchised Restaurant, as reasonably defined from time to time by BKC, and on a national
basis, and (c) various methods of delivering the Advertising or promotional message, including without
limitation, television, radio, outdoor and print ("Media"). The allocation of the Advertising Contribution
between national, regional and local expenditures shall be made by BKC in its sole business judgment.
The Advertising Contribution shall be as follows:

(a) For the period commencing on ________________ and ending on

__________________, Franchisee shall pay BKC an Advertising Contribution equal to _____% of Gross
Sales.

[** Use if spans multiple stepping periods:

(b) For the period commencing on ________________ and ending on
__________________, Franchisee shall pay BKC an Advertising Contribution equal to _____% of Gross
Sales.
**]

(c) If BKC confirms that Franchisee has completed the Remodel of the
Franchised Restaurant to BKC’s standards, then Franchisee shall receive a monthly credit equal to _____%
[** 0.5%, or 1.0% if scrape and rebuild **] of Gross Sales commencing on the month after the Remodel
is approved by BKC and ending on __________________ (the “Yearly Advertising Contribution Credit”).
During such period, the Yearly Advertising Contribution Credit shall not exceed $________ [** $5,500, or
$9,000 if scrape and rebuild **] in each year. The foregoing Advertising Contribution annual maximums
are non-cumulative such that any outstanding amount between Franchisee’s actual Advertising
Contribution due in any year and such annual maximum would not roll over to the next year of the term.

(d) For the balance of the Term, and ending on the expiration of the Term
Franchisee shall pay BKC an Advertising Contribution equal to _____% of Gross Sales.

8. DEFAULT. Notwithstanding the foregoing:

(a) if Franchisee fails to provide BKC with evidence that Franchisee has submitted
plans for the remodeled Franchised Restaurant, previously approved by BKC, for permitting to the
appropriate government agency by June 30th of the year of the Remodel Completion Date, the length of
time of the Yearly Royalty Credits and the Yearly Advertising Contribution Credit shall be reduced by 12
months; and

(b) if Franchisee fails to complete the Remodel of the Franchised Restaurant in the
20/20 Image, in compliance with all federal, state, and local laws, ordinances, rules and regulations,
including the federal Americans with Disabilities Act and BKC’s standards, by the Remodel Completion
Date, Franchisee shall have 12 months to cure such default (the “Remodel Cure Period”) and the Royalty
rate shall increase to 7.5% of Gross Sales commencing on the day following the Remodel Completion Date
and ending on the date that BKC has confirmed, in writing that the Remodel is complete. Thereafter,
Franchisee shall pay BKC the Royalty set forth in Section 6 of this Addendum. For the avoidance of doubt,
the increased Royalty provided herein does not preclude BKC from exercising any rights and remedies for
Franchisee’s failure to timely complete the Remodel, including without limitation the right to terminate the
Franchise Agreement following the Remodel Cure Period.

2018 ISP Franchise Addendum

Exhibit T5 (03/2022)
BK#_________ 3
 9. TRANSFER. BKC’s written consent to the assignment or transfer of the rights and
incentives granted under this Addendum, including but not limited to, the reduced Royalty and Advertising
Contribution, and the Yearly Royalty Credit and Yearly Advertising Contribution Credit, is required prior to
any direct or indirect sale, assignment, or transfer as defined under Section 15 of the Agreement.

2018 ISP Franchise Addendum

Exhibit T5 (03/2022)
BK#_________ 4
[** If Franchise Agreement (Individual/Owner-Operator):

By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

**]

2018 ISP Franchise Addendum

Exhibit T5 (03/2022)
BK#_________ 5
[** If Franchise Agreement (Entity):

By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*,
a*

By:
*, Managing Owner
**]

2018 ISP Franchise Addendum

Exhibit T5 (03/2022)
BK#_________ 6
 EXHIBIT A
SCOPE OF WORK

2018 ISP Franchise Addendum

Exhibit T5 (03/2022)
BK#_________ 7
 EXHIBIT B
INTERIOR/EXTERIOR REFRESH REQUIREMENTS

* The actual scope of work required to complete the Interior/Exterior Refresh to bring the Franchised
Restaurant into conformance with the Current Image upon the date set forth in Section 5 of the Addendum
will vary depending on the condition of the Franchised Restaurant and the Current Image then in effect on
such date. Repair or replace items below to a “like new” condition. The scope of work required includes,
but is not limited to, the following:

Interior Refresh

1. Update Front Service Counter and Drink Station

2. Décor
 Reconfigure dining room to updated image standard
 Replace Table Tops
 Replace seating, booths may not be required
 Refurbish Booths to “like new condition” including new back pads and seats

3. Interior Walls/Ceiling:
 Repair Wall Coverings (remove wall paper, repaint, replace wainscot, etc.)
 Repaint walls and soffits

4. Lighting
 Repair interior lighting to a “like new condition”

5. Menu Boards
 Menu Boards must be in good working order

6. Interior Equipment
 Drink Machine must be in good working condition

7. Repair/ refurbish Interior Doors

8. Other
 Install required Merchandising

9. Restrooms
 Restrooms shall comply with all federal, state, and local rules including the Americans With
Disabilities Act.

10. Address all interior repair and maintenance issues according to BKC standards, including, but not
limited to, the kitchen / back of house

Exterior Refresh
Note: Building colors match the then current image standards

1. Signage:
 Pylon and Monument Signs.
o Paint pylon pole / monument base
o Paint pylon sign cabinet
 Appendage Signs: Paint Cabinet
 All signage needs to be compliant with BKC standards and in excellent condition

2018 ISP Franchise Addendum

Exhibit T5 (03/2022)
BK#_________ 8
2. Reader Boards:
 Paint Cabinet

3. Roof and Wall Mounted Channel Letter Signs

 Paint Cabinet

4. Directional Signs
 Paint Pole / Cabinet

5. Parking Lot and Site Conditions

 Seal and Stripe Parking Lot or overlay if required

6. Trash Enclosure
 Paint Trash Enclosure and Gates

7. Playgrounds.
 Paint playground fence
 If playground is removed, create additional seating, parking or landscaping area as approved by
BKC

8. Building Exterior and Walls

 Paint Walls - Brick / Block as necessary

9. Light Band
 Light band must be 100% functional, to current standards, and in “like new condition”

10. Update Exterior Merchandising as determined by BKC

11. Comply with all federal, state and local rules and regulations

12. Address all repair and maintenance issues according to BKC standards

4896-2110-3364, v. 2

2018 ISP Franchise Addendum

Exhibit T5 (03/2022)
BK#_________ 9
EXHIBIT T6
 [**OFFSET**] [**REPLACEMENT**] FRANCHISE ADDENDUM
RESTAURANT RELOCATION PROGRAM

BURGER KING® Restaurant #

This FRANCHISE ADDENDUM (“Addendum”) is made as of the _____ day of

____________________, 20___, by and between the undersigned parties.

This Addendum is part of the Franchise Agreement entered into by the parties on the same date
herewith (the “Agreement”) under which Franchisee is licensed to own and operate the BURGER KING®
Restaurant to be located at the Location of Franchised Restaurant on the Key Contract Data page of the
Agreement, and commonly referred to as BK# ______ (the “Franchised Restaurant”). In the event of any
conflicts between the terms of the Agreement and the terms of this Addendum, the terms of this Addendum
shall control. This Addendum amends and supplements the Agreement, and all terms and conditions
contained therein remain in full force and effect, except as amended hereby:

1. DEFINITIONS. Any capitalized terms used but not defined herein have the meanings given
in the Agreement.

2. FRANCHISE GRANT: TERM AND LOCATION. BKC grants to Franchisee and

Franchisee accepts a franchise to use the BURGER KING System and the BURGER KING Marks only in
the operation of a BURGER KING Restaurant at the location described on the Key Contract Data page
attached to this Agreement and incorporated by reference herein, more fully described in Exhibit A of the
Agreement (the “Franchised Restaurant”), (the term “Franchised Restaurant” includes the real estate
described on Exhibit A of the Agreement (the “Premises”), the restaurant “Building” and all “Improvements”
constructed thereon wherever the context permits or requires). Notwithstanding anything to the contrary
contained in Section 1 of the Agreement, the term of the Agreement commences on __________________
______, 20_____ (the “Commencement Date”) and shall expire __________________ ______, 20_____
(the “Term”) unless sooner terminated in accordance with the provisions of the Agreement. Franchisee
agrees to operate the Franchised Restaurant at the specified location for the entire Term. Franchisee
accepts this franchise with the full and complete understanding that the franchise grant contains no promise
or assurance of renewal. The sole and entire conditions under which Franchisee will have the opportunity
of obtaining a Successor BURGER KING Franchise Agreement at expiration are those set forth in Section
17 of the Agreement. This franchise is for the specified location only and does not in any way grant or imply
any area, market or territorial rights proprietary to Franchisee. Notwithstanding anything set forth above, if
Franchisee continues to operate the Franchised Restaurant after the end of the Term and does not obtain
a Successor BURGER KING Franchise Agreement in accordance with Section 17 of the Agreement,
Franchisee shall be deemed to be operating such Franchised Restaurant on a month-to-month basis under
the terms and conditions of the Agreement and BKC may terminate the Agreement at any time after the
end of the Term upon thirty (30) days prior written notice.

3. ROYALTY RATE. The following paragraphs replace Section 9.A of the Agreement:

During the Term of this Agreement, Franchisee agrees to pay to BKC, for the use
of the BURGER KING System and the BURGER KING Marks during the Term, a royalty
(“Royalty”) equal to a percentage of Gross Sales. Royalties shall be paid monthly by the
tenth (10th) day of each month based upon Gross Sales for the preceding month. The
percentage of Gross Sales payable as a Royalty shall be as follows:

(i) For the period commencing on ________________ and ending

on __________________, Franchisee shall pay BKC a Royalty equal to _____% of Gross
Sales.

[** Use if spans multiple stepping periods:

Offset/Replacement Franchise Addendum

Exhibit T6 (03/2022)
BK#_________ 1
 (ii) For the period commencing on ________________ and ending
on __________________, Franchisee shall pay BKC a Royalty equal to _____% of Gross
Sales.
**]

(iii) Franchisee shall receive a monthly royalty credit equal to _____%

of Gross Sales for the first 5 years of the Term (the “Yearly Royalty Credits”). During such
period, the Yearly Royalty Credits shall not exceed $________ in each year. The foregoing
royalty rate annual maximum is non-cumulative such that any outstanding amount between
Franchisee’s actual royalties due in any year and such annual maximum would not roll over
to the next year of the term.

(iv) For the balance of the Term, and ending on the expiration of the
Term, Franchisee shall pay BKC a Royalty equal to 4.5% of Gross Sales.

4. ADVERTISING CONTRIBUTION. The following paragraphs replace Section 9.B.i of the

Agreement:

(i) During the Term of this Agreement, Franchisee agrees to pay BKC an
advertising contribution equal to a percentage of Gross Sales (the “Advertising
Contribution”). The Advertising Contribution shall be paid monthly by the tenth (10th) day
of each month based upon Franchisee’s Gross Sales for the preceding month. This sum,
less direct administrative expenses, will be used for (a) market research expenditures
directly related to the development and evaluation of the effectiveness of Advertising and
sales promotions, (b) creative, production and other costs incurred in connection with the
development of Advertising, sales promotions and public relations (as limited by Section
(vi) below), both in the market area of the Franchised Restaurant, as reasonably defined
from time to time by BKC, and on a national basis, and (c) various methods of delivering
the Advertising or promotional message, including without limitation, television, radio,
outdoor and print ("Media"). The allocation of the Advertising Contribution between
national, regional and local expenditures shall be made by BKC in its sole business
judgment. The Advertising Contribution shall be as follows:

(a) For the Term of the Agreement, Franchisee shall pay BKC an
Advertising Contribution equal to ____% of Gross Sales.

(b) Franchisee shall receive a monthly Advertising Contribution credit

equal to _____% of Gross Sales for the first 5 years of the Term (the “Yearly Advertising
Contribution Credits”). During such period, the Yearly Advertising Contribution Credits
shall not exceed $________ in each year. The foregoing Advertising Contribution rate
annual maximum is non-cumulative such that any outstanding amount between
Franchisee’s actual Advertising Contribution due in any year and such annual maximum
would not roll over to the next year of the term.

(c) For the balance of the Term, and ending on the expiration of the
Term Franchisee shall pay BKC an Advertising Contribution equal to _____% of Gross
Sales

5. DEFAULT. The incentives granted under this Addendum, including but not limited to, the
reduced Royalty and Advertising Contribution and the Yearly Royalty Credit and Yearly Advertising
Contribution Credit, terminate and are void upon any default by Franchisee under the Agreement.

Offset/Replacement Franchise Addendum

Exhibit T6 (03/2022)
BK#_________ 2
 6. TRANSFER. BKC’s written consent to the assignment or transfer of the rights and
incentives granted under this Addendum, including but not limited to, the reduced Royalty and Advertising
Contribution and the Yearly Royalty Credit and Yearly Advertising Contribution Credit, is required prior to
any direct or indirect sale, assignment, or transfer as defined under Section 15 of the Agreement.

[Remainder of page left blank]

Offset/Replacement Franchise Addendum

Exhibit T6 (03/2022)
BK#_________ 3
[** If Franchise Agreement (Individual/Owner-Operator):

By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

**]

Offset/Replacement Franchise Addendum

Exhibit T6 (03/2022)
BK#_________ 4
[** If Franchise Agreement (Entity):

By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*,
a*

By:
*, Managing Owner
**]

4879-2621-1332, v. 2

Offset/Replacement Franchise Addendum

Exhibit T6 (03/2022)
BK#_________ 5
EXHIBIT T7
 REMODEL FRANCHISE ADDENDUM
RESTAURANT RELOCATION PROGRAM

BURGER KING® Restaurant #

This REMODEL FRANCHISE ADDENDUM (“Addendum”) is made as of the _____ day of

____________________, 20___, by and between the undersigned parties.

This Addendum is part of the Franchise Agreement entered into by the parties on the same date
herewith (the “Agreement”) under which Franchisee is licensed to own and operate the BURGER KING®
Restaurant to be located at the Location of Franchised Restaurant on the Key Contract Data page of the
Agreement, and commonly referred to as BK# ______ (the “Franchised Restaurant”). In the event of any
conflicts between the terms of the Agreement and the terms of this Addendum, the terms of this Addendum
shall control. This Addendum amends and supplements the Agreement, and all terms and conditions
contained therein remain in full force and effect, except as amended hereby:

1. DEFINITIONS. Any capitalized terms used but not defined herein have the meanings given
in the Agreement.

2. BACKGROUND AND PURPOSE. This Addendum is being executed in order to modify

certain provisions of the Franchise Agreement as necessary to reflect accurately the terms on which a
franchise is being granted to Franchisee. Franchisee acknowledges that, as of the date of this Addendum,
the Remodel (as defined below) of the Franchised Restaurant has not been completed, and that this
Addendum reflects material conditions to the grant of the franchise to Franchisee.

3. REMODEL REQUIREMENTS. Franchisee acknowledges and agrees that Franchisee

is required to complete certain renovations, repairs, replacements, remodelings and/or rebuildings of the
Franchised Restaurant that will conform the Franchised Restaurant with the standards as specified in the
Scope of Work attached hereto as Exhibit “A” to this Addendum (the "Remodel"). Franchisee acknowledges
and agrees that completion of the Remodel in accordance with the Scope of Work is a material
consideration for and inducement to BKC to enter into the Franchise Agreement and this Addendum.
Franchisee agrees to complete the Remodel in a professional, workmanlike manner in accordance with
BKC and industry standards, and to complete the Remodel in its entirety no later than December 31, 2020
(the "Remodel Completion Date"). Franchisee further agrees that equitable relief requiring the performance
of Franchisee’s obligations under this Addendum would be appropriate in the event that Franchisee fails to
comply with its obligations herein, and that in the event of Franchisee’s noncompliance, BKC shall be
entitled to such relief without bond and to recover all costs of enforcement of Franchisee’s obligations under
this Addendum, including without limitation its attorneys’ fees and costs. Equitable relief will be in addition
to and will not preclude other remedies. Failure to complete the Remodel in its entirety, as determined by
BKC, by the Remodel Completion Date shall be a material default under and cause for termination of the
Franchise Agreement.

4. FRANCHISE GRANT: TERM AND LOCATION. BKC grants to Franchisee and

Franchisee accepts a franchise to use the BURGER KING System and the BURGER KING Marks only in
the operation of a BURGER KING Restaurant at the location described on the Key Contract Data page
attached to this Agreement and incorporated by reference herein, more fully described in Exhibit A of the
Agreement (the “Franchised Restaurant”), (the term “Franchised Restaurant” includes the real estate
described on Exhibit A of the Agreement (the “Premises”), the restaurant “Building” and all “Improvements”
constructed thereon wherever the context permits or requires). Notwithstanding anything to the contrary
contained in Section 1 of the Agreement, the term of the Agreement commences on __________________
______, 20_____ (the “Commencement Date”) and shall expire __________________ ______, 20_____
(the “Term”) unless sooner terminated in accordance with the provisions of the Agreement. Franchisee
agrees to operate the Franchised Restaurant at the specified location for the entire Term. Franchisee
accepts this franchise with the full and complete understanding that the franchise grant contains no promise
or assurance of renewal. The sole and entire conditions under which Franchisee will have the opportunity

Remodel Franchise Addendum

Exhibit T7 (03/2022)
BK#_________ 1
of obtaining a Successor BURGER KING Franchise Agreement at expiration are those set forth in Section
17 of the Agreement. This franchise is for the specified location only and does not in any way grant or imply
any area, market or territorial rights proprietary to Franchisee. Notwithstanding anything set forth above, if
Franchisee continues to operate the Franchised Restaurant after the end of the Term and does not obtain
a Successor BURGER KING Franchise Agreement in accordance with Section 17 of the Agreement,
Franchisee shall be deemed to be operating such Franchised Restaurant on a month-to-month basis under
the terms and conditions of the Agreement and BKC may terminate the Agreement at any time after the
end of the Term upon thirty (30) days prior written notice.

5. ROYALTY RATE. The following paragraphs replace Section 9.A of the Agreement:

During the Term of this Agreement, Franchisee agrees to pay to BKC, for the use of the
BURGER KING System and the BURGER KING Marks during the Term, a royalty (“Royalty”) equal to a
percentage of Gross Sales. Royalties shall be paid monthly by the tenth (10th) day of each month based
upon Gross Sales for the preceding month. The percentage of Gross Sales payable as a Royalty shall be
as follows:

(i) For the period commencing on ________________ and ending on

__________________, Franchisee shall pay BKC a Royalty equal to _____% of Gross Sales.

[** Use if spans multiple stepping periods:

(ii) For the period commencing on ________________ and ending on
__________________, Franchisee shall pay BKC a Royalty equal to _____% of Gross Sales.
**]

(iii) If BKC confirms that Franchisee has completed the remodel of the Franchised
Restaurant in the 20/20 Image to BKC’s standards and in compliance with all federal, state, and local laws,
ordinances, rules and regulations, including the federal Americans with Disabilities Act, by the Remodel
Completion Date, then Franchisee shall receive a monthly royalty credit equal to _____% of Gross Sales
commencing on the month after the Remodel is approved by BKC, and ending on the date 5 years from
the month after the Remodel is approved by BKC (the “Yearly Royalty Credits”). During such period, the
Yearly Royalty Credits shall not exceed $______ in each year. The foregoing royalty rate annual
maximums are non-cumulative such that any outstanding amount between Franchisee’s actual royalties
due in any year and such annual maximum would not roll over to the next year of the term.

(iv) For the balance of the Term, and ending on the expiration of the Term, Franchisee
shall pay BKC a Royalty equal to 4.5% of Gross Sales.

(v) If Franchisee fails to complete the remodel of the Franchised Restaurant in the
20/20 Image to BKC’s standards by the Remodel Completion Date, then the Royalty rate shall increase to
7.5% of Gross Sales commencing on the day following the Remodel Completion Date and ending on the
date that BKC has confirmed, in writing that the Remodel is complete. Thereafter, Franchisee shall pay
BKC the Royalty set forth above. For the avoidance of doubt, the increased Royalty provided herein does
not preclude BKC from exercising any rights and remedies for Franchisee’s failure to timely complete the
Remodel, including without limitation the right to terminate the Franchise Agreement.

6. ADVERTISING CONTRIBUTION. The following paragraphs replace Section 9.B.i of the

Agreement:

(i) During the Term of this Agreement, Franchisee agrees to pay BKC an advertising
contribution equal to a percentage of Gross Sales (the “Advertising Contribution”). The Advertising
Contribution shall be paid monthly by the tenth (10th) day of each month based upon Franchisee’s Gross
Sales for the preceding month. This sum, less direct administrative expenses, will be used for (a) market
research expenditures directly related to the development and evaluation of the effectiveness of
Remodel Franchise Addendum
Exhibit T7 (03/2022)
BK#_________ 2
Advertising and sales promotions, (b) creative, production and other costs incurred in connection with the
development of Advertising, sales promotions and public relations (as limited by Section (vi) below), both
in the market area of the Franchised Restaurant, as reasonably defined from time to time by BKC, and on
a national basis, and (c) various methods of delivering the Advertising or promotional message, including
without limitation, television, radio, outdoor and print ("Media"). The allocation of the Advertising
Contribution between national, regional and local expenditures shall be made by BKC in its sole business
judgment. The Advertising Contribution shall be as follows:

(a) For the period commencing on ________________ and ending on

__________________, Franchisee shall pay BKC an Advertising Contribution equal to _____% of Gross
Sales.
(b) If BKC confirms that Franchisee has completed the Remodel of the
Franchised Restaurant in the 20/20 Image to BKC’s standards and in compliance with all federal, state,
and local laws, ordinances, rules and regulations, including the federal Americans with Disabilities Act, by
the Remodel Completion Date, then Franchisee shall receive a monthly Advertising Contribution credit
equal to _____% of Gross Sales commencing on the month after the Remodel is approved by BKC, and
ending on the date 5 years from the month after the Remodel is approved by BKC (the “Yearly Advertising
Contribution Credits”). During such period, the Yearly Advertising Contribution Credits shall not exceed
$___________ in each year. The foregoing Advertising Contribution rate annual maximums are non-
cumulative such that any outstanding amount between Franchisee’s actual Advertising Contributions due
in any year and such annual maximum would not roll over to the next year of the term.

(c) For the balance of the Term, and ending on the expiration of the Term
Franchisee shall pay BKC an Advertising Contribution equal to ___% of Gross Sales.

7. DEFAULT. The incentives granted under this Addendum, including but not limited to, the
reduced Royalty and Advertising Contribution and the Yearly Royalty Credit and Yearly Advertising
Contribution Credit, terminate and are void upon any default by Franchisee under the Agreement.

8. TRANSFER. BKC’s written consent to the assignment or transfer of the rights and
incentives granted under this Addendum, including but not limited to, the reduced Royalty and Advertising
Contribution and the Yearly Royalty Credit and Yearly Advertising Contribution Credit, is required prior to
any direct or indirect sale, assignment, or transfer as defined under Section 15 of the Agreement.

Remodel Franchise Addendum

Exhibit T7 (03/2022)
BK#_________ 3
[** If Franchise Agreement (Individual/Owner-Operator):

By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

**]

Remodel Franchise Addendum

Exhibit T7 (03/2022)
BK#_________ 4
[** If Franchise Agreement (Entity):

By entering into this Addendum, Franchisee expressly consents to transact business with BKC
electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable
state and federal laws, this Addendum may be executed by electronic signatures. The parties to this
Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have
the same force and effect as the use of manual signatures and an electronically signed version of this
Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:
Print Name:
Its:

FRANCHISEE:

*,
a*

By:
*, Managing Owner
**]

4877-0764-8772, v. 2

Remodel Franchise Addendum

Exhibit T7 (03/2022)
BK#_________ 5
4892-3096-7300, v. 1

EXHIBIT U
Contents
Food Safety
Personal Hygiene Practices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Cooking Practices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Contamination Protection. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Holding Practices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Protecting Equipment from Contamination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Purchases from Approved Sources. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Pest Issues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Food Safety Systems. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Other Key Food Safety Practices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Guest Service
Friendly Service Behaviors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Treat our guests with C.A.R.E. to keep them coming back. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Procedure to Service Requirements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Steps for Accurate Order Taking. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Suggestive Selling. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Payment Requirements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Mobile Order and Pay Application. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Assembling and Delivering Orders Accurately. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Bagging Standards. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Condiment and Utensils. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Promotional Items. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Speed of Service Standards. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SOS Tracking Standards. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Handling Guest Complaints. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Serving Guests Who Otherly Abled. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Drive-thru Standards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
GUEST TRAC®. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Hours of Operation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

People
People Policies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

Crisis/Compliance

CONFIDENTIAL AND PROPRIETARY INFORMATION OF RESTAURANT BRANDS INTERNATIONAL. THIS VERSION OF THE OPS MANUAL IS VALID FOR THE
FOLLOWING TIME PERIOD:March 14, 2022

Ops Manual Contents 2

Guest-Focused Crisis Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Emergency Guidelines. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Emergency Planning- lf you have advanced warning. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
Emergency Cleaning Procedure – when water heater is inoperative. . . . . . . . . . . . . . . . . . . . . . . . . 79
Flooding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
Interruption of Electrical Service. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
Interrupted or Contaminated Water Supply (Do NOT Use). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
When Water Use is Restricted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
Sewage Backup. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
Restaurant Start-Up Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
Policies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
Quality Assurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
Product Quality Incidents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
Procedures for Reporting Product Quality Incidents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
Procedures for Reporting Product Safety Incidents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
Procedures for Reporting Delivery Service Issues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
Procedures for Recording/Reporting Product Tampering Claims. . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
Procedures for Reporting Crisis Incidents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
Regulatory Agencies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
Regulatory Visits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
Guest Accidents (Required). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
Electric Shocks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
Fire. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
Fire Extinguishers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
Slips and Falls. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
Hazard Analysis Critical Control Points. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
Hazard Communication Training. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
Security. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118
Preventing Cuts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121

Kitchen Basics/Equipment
EOGs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122
Breakfast Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123
Broiler/Toaster Station. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124
Hopper. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125
Main Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126
Specialty Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128

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Ops Manual Contents 3

Fryer Station. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130
Key Standards. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133
Freezer Units. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134
Refrigerated Units. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135
Fryers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136
Oven. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139
Product Holding Unit (PHU). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140
Broilers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142
Bagging Station. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143
Forced Air Fry Station. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144
Heat Chute. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145
Toaster. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146
Microwave. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148
Heated Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150
Self-Serve Drink Station/Drink Tower. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 151
Soda Machine. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152
Shake/Soft Serve Machine. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154
Coffee/Tea Brewer / Urn. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155

Receiving and Storing Products

Packaging Check. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156
Expiration Check. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 157
Rotating Inventory. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158
Low Sales Volume Inventory Sharing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159
Meat and Poultry Case Labeling. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160
Product Temperature Check. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161
Rotating Inventory. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164
Storing of Food and Paper Products. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165
Managing Common Areas. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166
Daily Check of Refrigeration Equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168

Systems Basics
System Basics. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169
Kitchen Management System. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170
Global Production Level System (GPLS) (International). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171
Fresh & Ready Holding System. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172
Inventory Management System. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174

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Ops Manual Contents 4

Cleaning and Maintenance
Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175
Frequency Standards for Cleaning. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176
Restaurant Equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177
Restaurant Areas/Zone Basics. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178
Approved Chemicals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 179
Sanitizing Basics. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 181
Mop Station Basics. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185
Rest Room Caddy Basics. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 186
Cleaning Processes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 187
Wash, Rinse, Sanitize and Air Dry. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193
Repair and Maintenance (R&M). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 236
Exterior Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 237
Dining Room and Guest Service Area. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 242
Rest Rooms. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 246
Kitchen and All Storage Areas. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 248

Menu Items and Ingredients Basics

Ingredient and Menu Item Basics. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250

Ingredients
Bacon — Thick-Cut (Raw). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 259
BBQ Sauce. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 265
Beef Patties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 266
Ch'King ™ (Hand-Breaded Chicken). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 276
Biscuits from Scratch or Mix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 288
Buns. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 294
Buttermilk Biscuits from Frozen Dough. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 301
Cheese. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 307
Chicken Patties — Fried. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 310
Condiment Stock Guide. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 314
Country Ham. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 316
Creamer and Sugar Dispensers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 318
Croissant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 321
Eggs — Sandwich (Combi Ovens). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 323
Eggs — Sandwich (Egg Cooker). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 326
Ham — Sliced. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 328

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IMPOSSIBLE™ WHOPPER® Patties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 330
Jalapeño Peppers — Whole and Sliced. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 339
Ketchup. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 342
Lemon Wedges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 345
Lettuce. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 347
Lettuce — Pre-Cut (Bags). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 352
Mayonnaise. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 355
Onions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 356
Pickles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 360
Salt & Pepper Blend. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 362
Sausage Patties (Combi Ovens). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 364
Sausage Patties (Fried Option). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 367
Savory Sauce. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 369
Shake/Soft Serve Mix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 371
Spicy Glaze. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 373
Syrups - Chocolate, Strawberry and Vanilla. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 375
Tomatoes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 377
Tortillas. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 381
Whipped Topping. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 383

Menu Items
Apple Juice (Capri Sun Individual Pouches). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 385
Apple Sauce (MOTT’S® Individual Cartons). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 386
BACON KING™ Sandwich. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 387
Big Fish Sandwich. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 390
Biscuit and Sausage Gravy Platter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 394
Biscuit Sandwiches. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 397
BK® Pancakes & Sausage Platter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 401
BK® Ultimate Breakfast Platter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 404
Breakfast Burrito Jr.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 408
Burger Sandwiches. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 411
Chicken Fries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 414
Chicken JR. Sandwiches. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 418
Chicken Nuggets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 421
Coffee — BK® Café. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 425
Cookies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 430
Crispy Taco. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 433

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CROISSAN’WICH®. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 437
EGG-NORMOUS BURRITO™. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 441
French Fries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 445
French Toast Sticks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 453
Fully Loaded Buttermilk Biscuit Sandwich*. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 457
Fully Loaded CROISSAN’WICH®. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 459
Grits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 462
Ch'King ™ (Hand-Breaded Chicken Sandwich). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 465
Hash Browns. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 470
HERSHEY®’S Sundae Pie. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 473
Hot Chocolate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 475
Hot Tea. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 477
Iced Coffee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 479
Iced Tea (Unsweetened and Sweetened). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 483
ICEE®*. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 486
IMPOSSIBLE™ WHOPPER® Sandwich. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 488
Jalapeño Cheddar Bites. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 492
Low Carb Options. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 496
Milk (Individual Servings)*. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500
Mozzarella Sticks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 502
Onion Rings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 505
Orange Juice (Simply Orange Juice). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 508
Original Chicken Sandwiches. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 510
Pancake Platter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 512
OREO® Chocolate Shake — Hand-Spun (Made with Shake Machine). . . . . . . . . . . . . . . . . . . . . . . 515
OREO® Chocolate Shake — Hand-Spun (Made with Soft Serve). . . . . . . . . . . . . . . . . . . . . . . . . . . 518
OREO® Shake — Hand-Spun (Made with Shake Machine). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 521
OREO® Shake — Hand-Spun (Made with Soft Serve). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 524
Rodeo Burger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 527
Salads. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 530
Shakes — Hand-Spun (Made with Shake Machine). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 536
Shakes — Hand-Spun (Made with Soft Serve). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 539
Single BACON KING™ Sandwich. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 542
Soft Drinks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 544
Soft Drinks — Coca-Cola Freestyle® Dispenser. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 546
Soft Serve Cone/Cup. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 549
Soft Serve — Sundaes (Chocolate). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 552

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Spicy Chicken JR. Sandwich . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 554
BACON STACKER KING™ Sandwiches. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 557
Texas DOUBLE WHOPPER® Sandwich. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 561
Water — Bottled and Filtered. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 564
WHOPPER JR.® Sandwiches. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 566
WHOPPER® Sandwiches. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 568

LTOs
Bacon Whopper Melt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 573
Bags of Ice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 579
BIG KING™. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 580
Brownie Batter Shake. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 583
CHEESY TOTS™. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 587
Italian Original Chicken Sandwich. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 590
Quarter Pound KING™ and Single Quarter Pound KING™ Sandwiches. . . . . . . . . . . . . . . . . . . . . . . 593
Spicy Whopper Melt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 596
Whopper Melt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601

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Ops Manual Contents 8

4892-3096-7300, v. 1

EXHIBIT V
Order Form
Digital App Services Agreement
(Effective Date: ___________)

Provider: The entity identified as “Provider” on the signature page to this Order Form – Digital App
Services Agreement (this “Order Form”).

Franchisee: The entity identified as “Franchisee” on the signature page to this Order Form.

Term of Order Form: Beginning on the Effective Date and ending on the date that is two (2) years immediately
following the Effective Date (the “Initial Term”), unless earlier terminated in accordance
with the General Terms and Conditions, a copy of which is attached to this Order Form
and made a part hereof as Exhibit A. Franchisee acknowledges and agrees that this Order
Form and the parties’ rights, duties, liabilities, and obligations hereunder shall be
governed by the General Terms and Conditions (which are incorporated into and made a
part of this Order Form), and Franchisee shall fully comply with the terms and provisions
thereof. Capitalized terms used in this Order Form, unless otherwise defined herein, shall
have the meanings ascribed to them in the General Terms and Conditions.

This Order Form shall automatically renew at the end of the Initial Term and thereafter
continue for successive one-year periods (each a “Renewal Term”, and collectively with
the Initial Term, the “Term”), unless not renewed by either party upon not less than sixty
(60) days’ written notice prior to the expiration of the then-current period, and unless
earlier terminated in accordance with the General Terms and Conditions.

Provision of Cloud Services: Subject to the terms and provisions of the General Terms and Conditions, Provider will
provide Franchisee and each Restaurant referenced on Exhibit B (which is incorporated
into and made a part of this Order Form) access to, and use of, the Cloud Services specified
in this Order Form, to the extent integrated by a Provider-approved service provider into
each Restaurant’s point-of-sale system for access and use by Site Visitors.

Description of Cloud Services: Provider and its Affiliates have developed the Cloud Services for use with mobile
applications and websites.

The Cloud Services allow Site Visitors to place and pay for orders through a BURGER KING®
mobile application and website and then pick up such orders up in the Restaurant
(“Online Pickup”) or elect to have such orders delivered via Delivery Applications
designated by Provider (“White Label Delivery”).

Online Pickup will allow Site Visitors to place orders and pay for them through a BURGER
KING® mobile application or website and pick them up in the Restaurants when desired.

White Label Delivery will allow Site Visitors to place orders and pay for them through a
BURGER KING® mobile application or website and have orders delivered to an address
designated by the applicable Site Visitor.

Information on menu availability and pricing will be automatically retrieved from each
Restaurant’s point-of-sale system (so long as, and to the extent that, the applicable point-
of-sale system allows for such a functionality).

Loyalty includes a points-based platform for rewarding customers for repeat purchases
and that can accept several guest identifiers (e.g., phone number, short code, QR code,
NFC code), intended to allow guests to move from a mass to a personalized engagement
(e.g., personalized offers, unexpected benefits, redemption program, brand currency).

Digital App Service Agreement

Exhibit V (03/2022)
1
 The following shall apply to the Cloud Services (unless otherwise required by applicable
laws, rules, or regulations or any applicable operating system):

 User Interface (UI) and User Experience (UX) are intended to be the same across the
BURGER KING® website and mobile application
 The mobile application will be deployed for use via iOS and Android
 Restaurant locator function to include the following:
o Locations within a configurable search radius
o Ability to search using city, town, or postal code
o Map and list view with link to Google directions
o Detail view for each Restaurant showing configurable attributes (e.g.
hours, drive-thru availability, Wi-Fi)
 Menu function to include the following:
o Category and item view of the standard restaurant menu
o Nutritional information
 Offers (including coupon) function to include the following:
o Display of offers with description and item image in both list view and full
view
o Ability to lock offers for display only to registered users
o Ability for the optional display of “more info” such as offer terms and
conditions

Obligations of Franchisee: Franchisee shall ensure compliance with, and shall be solely responsible for, all of the
following:
 Implementing and maintaining Franchisee’s point-of-sale system, menu database,
discounts and offers (including coupons), network, system or related changes, as
applicable, in each case, in full compliance with the Franchise Contracts.
 Maintaining at all times internet connectivity at each Restaurant (including
connectivity to the systems and networks of the point-of-sale and Delivery
Application providers), subject to temporary downtime or loss of connectivity
caused by the Restaurant’s internet provider’s interruptions, deficiencies,
degradations, or delays.
 Deploying and integrating Provider-approved point-of-sale systems, with Provider-
approved software versions, hardware specifications, and connectivity and other
technical requirements specified by Provider in writing from time to time in
accordance with the Franchise Contracts.
 Providing the menu offering for the BURGER KING® mobile application and website.
This includes coordinating with approved point-of-sale system providers to launch
new products/vouchers or modify existing ones.
 Ensuring point-of-sale system injection, including system upgrades (if needed) to
match the hardware and software requirements set by the point-of-sale system
providers. Point-of-sale system upgrades are not part of the Cloud Services, and
therefore, upgrade costs are not included in the cost of the Cloud Services, all of
which shall be at Franchisee’s sole cost and expense.
 Contracting directly with a payment service provider approved by Provider in writing
for the mobile order and pay function. The payment service provider enables Site
Visitors to pay through the mobile application and website through different
payment methods.

Restaurants: See Exhibit B

Digital App License Fee: Franchisee shall pay to Provider a Digital App License Fee equal to USD $0.30 per
Transaction (as defined below) processed through or facilitated by the BURGER KING®
mobile application or website, in each case, powered by the Cloud Services.

A “Transaction” is defined to include each transaction whereby a Site Visitor:

Digital App Service Agreement

Exhibit V (03/2022)
2
 (a) Places and pays for an order through the BURGER KING® mobile application or
website and then elects to pick up such order at or from a Restaurant.
(b) Places an order through the BURGER KING® mobile application or website and
then elects to pay for such order at or from a Restaurant.
(c) Places and pays for an order through the BURGER KING® mobile application or
website and then elects to have such order delivered from a Restaurant via
Delivery Applications designated by Provider.
(d) Uses a digital offer (including a coupon) via the BURGER KING® mobile
application or website in connection with a purchase at or from a Restaurant
(whether dine in, pick up or drive thru, for example) and pays the amount due,
if any, with cash or credit, debit, or any other form of payment.
(e) Uses the BURGER KING® mobile application or any other available alternative
method at or from a Restaurant (whether dine in, pick up or drive thru, for
example) to accumulate loyalty points.

Franchisee further acknowledges and agrees as follows: (x) Franchisee may not deduct
any Digital App License Fees payable to Provider from the calculation of Gross Sales in
accordance with Franchisee's Franchise Contracts, and (y) any Digital App License Fees
payable to Provider are in addition to (and not in lieu of) any recurring fees or other
amounts payable by Franchisee under its Franchise Contracts (including, without
limitation, any royalties or advertising fund contributions).

Audit: The revenues generated by the Digital App License Fee collected under this Agreement
shall be combined with the Digital App License Fee revenues paid by other franchisees in
the U.S. and shall be accounted for separately by Provider and will not be co-mingled with
the U.S. Advertising Fund established under the Franchise Contracts. Not more than once
annually, the Franchisee Association (as such term is defined in the Franchise Contracts)
shall have the right, following reasonable notice to Provider, to audit Provider's fiscal
year-end results with regard to the income and expenditures associated with the Digital
App License Fees collected by Provider for BURGER KING restaurants located in the
U.S. The audit shall be conducted in accordance with generally accepted accounting
principles. The audit shall be at the sole cost of the Franchisee Association. Only records
of the past two fiscal years will be produced for the audit. The results of the audit will be
made available, on request, to Franchisee. Franchisee shall have no independent right to
audit, provided however, if no Franchisee Association exists, franchisees owning
collectively at least thirty percent (30%) or more of all BURGER KING franchisee-owned
and operated restaurants in the U.S. shall have the right to audit under the same terms
and conditions set forth in this paragraph.

Adjustments in Digital
App License Fees: Franchisee acknowledges and agrees that, at any time on or after May 1, 2023 (but no
more frequently than once per calendar year), the foregoing Digital App License Fees are
subject to adjustment by Provider (i.e., an increase or a decrease as applicable) to cover
the fees incurred by, and the costs and expenses of, Provider or one or more of its
Affiliates in providing, improving, and expanding the Cloud Services as determined by
Provider in its discretion.

Invoice and Payment Schedule: On the second (2nd) Business Day (as defined below) of each calendar month, Provider
will bill Franchisee for the outstanding Digital App License Fees for the immediately
preceding calendar month based on the Transactions for the preceding calendar month.
Such fees will appear on Franchisee’s ePay accounts on the third (3rd) Business Day of
each such calendar month, and such fees shall be paid by Franchisee via its ePay accounts
on or before the tenth (10th) Business Day of each such calendar month. As used above,
the term “Business Day” means a day, other than a Saturday, Sunday or public holiday in the
United States, on which banks are open in the United States for general commercial business.

Digital App Service Agreement

Exhibit V (03/2022)
3
 [Signatures appear on following page.]

Digital App Service Agreement

Exhibit V (03/2022)
4
 This Order Form may be executed in multiple counterparts, each of which when executed and delivered shall be
deemed to be an original and all of which together shall constitute but one and the same Order Form. Delivery of an executed
counterpart of a signature page to this Order Form by any electronic transmission (including PDF) shall be effective as delivery of
a manually executed counterpart of this Order Form.

The parties have caused their duly authorized representatives to execute this Order Form as of the Effective Date.

_____________________________________________ _____________________________________________
(“Franchisee”) (“Provider”)

By: By:

Name: Name:

Title: Title:

Digital App Service Agreement

Exhibit V (03/2022)
5
 Exhibit A

GENERAL TERMS AND CONDITIONS

THESE GENERAL TERMS AND CONDITIONS, effective as of the operation of the Cloud Services; (ii) any and all data and
Effective Date (as defined in the applicable Order Form to information obtained by Provider or any of its Affiliates in the
which these General Terms and Conditions are attached), course of performing services, including through any software
govern Franchisee’s ability to receive access to the Cloud made accessible to Provider or any of its Affiliates by or on
Services (as defined below). Provider and Franchisee may be behalf of Franchisee, regardless of whether owned or licensed
referred to together herein as the “Parties” or individually from third parties by Franchisee and whether in printed or
herein as a “Party.” electronic form; (iii) any and all data and information provided
by any Authorized Users or any Site Visitors; (iv) any and all
The “Agreement” consists of these general terms and
data and information derived from Franchisee’s use of or
conditions and each Order Form that references this
access to the Cloud Services; (v) all other non-public data,
Agreement, all of which collectively governs the Cloud
information, and materials relating to Authorized Users, Site
Services provided by Provider or one or more of its Affiliates
Visitors or business operations that Franchisee or Authorized
and used by Franchisee in each of the BURGER KING®
Users provide or make available to Provider or any one or
branded restaurants operated by Franchisee and identified in
more of its Affiliates, or provide Provider or any one or more
an Order Form (each location, a “Restaurant” or collectively,
of its Affiliates with access to, in connection with the use of
the “Restaurants”). This Agreement supersedes all previous
the Cloud Services or this Agreement; and (vi) any and all
understandings and agreements between the Parties, whether
anonymous usage data, statistics, reports and other
oral or written, regarding the provision and use of the Cloud
information collected by Provider, its Affiliates, or its
Services.
subcontractors from Franchisee’s, any Authorized User’s, or
For the avoidance of doubt, and notwithstanding anything in any Site Visitor’s usage of the Cloud Services. For the
this Agreement or any Order Form to the contrary, nothing avoidance of doubt, Menu Data shall not constitute Cloud
contained in this Agreement or any Order Form shall amend, Data.
modify, or waive either Party’s rights, remedies, duties,
1.4. “Cloud Services” means the network access, monitoring,
liabilities, or obligations as set forth in any franchise
maintenance and other services, and the software system used
agreement with respect to the Restaurants (as amended,
by Provider or one or more of its Affiliates and their third-party
restated, supplemented, or modified from time to time,
service providers and licensors to provide the Cloud Services
individually, a “Franchise Contract” and collectively, the
(whether or not any portion of such software system is owned
“Franchise Contracts”), including, without limitation,
by Provider or any of its Affiliates or any third-party licensors
Provider’s right to strictly enforce any and all of the terms and
or service providers), and all technology, formula, method,
provisions of the Franchise Contracts.
development, computer software (including object code and
1. DEFINITIONS. In addition to capitalized terms that are source code (regardless of form) and all related
otherwise defined in this Agreement, the following capitalized documentation), process, know how, pattern, machine, device,
terms shall have the meanings set forth in this Section 1. manufacture, composition of material, compilation of
information, data, database, and any improvement, updates,
1.1. “Affiliate” means, with respect to any Party, any Person enhancements and upgrades thereto to be made available to
that directly or indirectly through one or more intermediaries, Franchisee in Provider’s sole discretion, including as may be
controls, is controlled by, or is under common control with integrated with each Restaurant’s POS System and Delivery
such Party. For purposes of this definition, “control” and its Applications, all as more specifically set forth in the applicable
derivatives means with regard to any Party, the direct or Order Form.
indirect ownership, whether by ownership of equity securities,
contract, proxy or otherwise, of shareholding or contractual 1.5. “Confidential Information” means the Cloud Services,
rights of such Party that assures (i) the majority of the votes in the Cloud Data and all confidential and proprietary
the resolutions of such Party; or (ii) the power to appoint the information of Provider or any of its Affiliates, that Provider or
majority of the managers or directors of such Party; or (iii) the any of its Affiliates treats as proprietary or confidential, and
power to direct or cause the direction of the management or which is marked or communicated as “confidential” or
policies of such Party. “proprietary” or that, given the circumstances, should be
reasonably apparent that such information is of a confidential
1.2. “Authorized User” means each Person who accesses the or proprietary nature.
Cloud Services at a given point in time, whether by a browser
or other instrumentality, by or on Franchisee’s behalf. 1.6. “Delivery Applications” means the delivery applications
of third-parties used by Franchisee in the Restaurants, for
1.3. “Cloud Data” means (i) any and all data and information which Provider or one of its Affiliates has developed or
provided or made available by or on behalf of Franchisee to obtained software for the integration and interoperability with
Provider, any of Provider’s Affiliates, or any of Provider’s the Cloud Services (including to facilitate the delivery of orders
designated third-party vendors in connection with the placed or paid through the BURGER KING® mobile
implementation, testing, usage, provision, maintenance or application or website). Examples of Delivery Applications

Digital App Service Agreement

Exhibit V (03/2022)
6
include, but are not limited to, Uber Eats, DoorDash, and insurance taxes, Indirect Taxes, customs duties, tariffs,
GrubHub. franchise taxes, gross receipts taxes, business license taxes,
occupation taxes, real and personal property taxes, stamp
1.7. “Indirect Tax” or “Indirect Taxes” means sales and use
taxes, environmental taxes, transfer taxes, workers'
tax, meal tax, consumption tax, goods and services tax, value
compensation, other governmental charges, and other
added tax, ad valorem tax, excise tax, duty, levy or other
obligations of the same or of a similar nature to any of the
governmental charges, and other obligations of the same or
foregoing (together with any penalties, interest, or other
of a similar nature to any of the foregoing (together with any
similar amounts thereon).
penalties, interest, or other similar amounts thereon) levied by
a Tax Authority. 1.15. “Tax Authority” means any governmental authority
having or purporting to have power to impose, administer or
1.8. “IP Rights” means any and all industrial and intellectual
collect any Tax.
property rights of any type embodied in any one or more of
the Cloud Services and any other services or products 2. GENERAL. This Agreement contains the general terms and
provided under this Agreement (but excluding any industrial conditions governing the contractual relationship between
and intellectual property rights that may be owned by third Provider and Franchisee regarding the provision and use of
parties), recognized in any country or jurisdiction throughout the Cloud Services. The rights, duties, and obligations of the
the world, now or hereafter existing, and whether or not Parties with respect to the Cloud Services provided by
perfected, filed, or recorded, including all (i) inventions, Provider and its Affiliates to Franchisee are described in more
including patents, patent applications, and statutory invention detail in one or more Order Forms.
registrations or certificates of invention, and any divisions,
3. ORDER OF PRECEDENCE. In the event of a conflict
continuations, renewals, or re-issuances of any of the
between this Agreement and any Order Form, the terms and
foregoing; (ii) trademarks, service marks, domain names, trade
conditions of this Agreement shall govern, except to the
dress, logos, and other brand source distinctions; (iii)
extent that the applicable Order Form expressly states the
copyrights and works of authorship; (iv) trade secrets and
intent of the Parties to supersede one or more provisions in
know-how; (v) registered and unregistered designs, and
this Agreement that are specifically identified. This Agreement
design rights; and (vi) other intellectual property rights of any
shall prevail over any different, conflicting, inconsistent, or
type throughout the world.
additional terms contained in any purchase order or similar
1.9. “Menu Data” means any and all information and data document issued by Franchisee.
relating to food, beverage, and other items that are listed and
4. PROVISION OF CLOUD SERVICES
provided by Franchisee on the menu of each Restaurant at any
given time, and which is made available by Franchisee to 4.1. Cloud Services. Provider will provide the Cloud Services in
Provider for use in connection with the Cloud Services. accordance with this Agreement and each executed Order
Form, and subject to Provider’s acceptable use policy, as it
1.10. “Order Form” means a written order, to be executed by
may be published and updated by Provider from time to time
both Parties, by which Franchisee orders Cloud Services under
during the term of this Agreement.
this Agreement and that references this Agreement.
4.2. License to Use the Cloud Services. Provider hereby grants
1.11. “Person” means any natural person, corporation, limited
to Franchisee a subscription-based, non-transferable, non-
liability company, trust, joint venture, association, company,
exclusive, license for the term of this Agreement to use the
partnership, authority, statutory organization or other entity.
Cloud Services solely in connection with the operation and
1.12. “POS System” means the point-of-sale system, including business of the Restaurants as authorized under the Franchise
hardware, software and related services provided by one or Contracts and subject to the terms and conditions of this
more third-parties (but may include Provider or an Affiliate of Agreement. Franchisee may not use the Cloud Services to
Provider) that is used by Franchisee in the Restaurants, and for process information owned by or for the benefit of any third
which Provider or any of its Affiliates has developed or party unless such use is specifically in connection with
obtained software for the integration and interoperability with Franchisee’s authorized use of the Cloud Services in
the Cloud Services. connection with Franchisee’s customary business in its
Restaurants. In consideration of the license granted herein,
1.13. “Site Visitors” means all visitors to the BURGER KING®
Franchisee shall pay the fees in the amount and in accordance
website or mobile application as integrated with the Cloud
with the payment terms set forth in the Order Form(s).
Services.
4.3. Limitation of Rights. Franchisee acknowledges that
1.14. “Tax” or “Taxes” means all taxes, however denominated,
Franchisee’s rights in and to the Cloud Services are solely as
including any interest, penalties, or other additions that may
set forth in Section 4.2 hereto and do not include any other
become payable in respect thereof, imposed by any Taxing
rights (including any rights of ownership). Franchisee further
Authority, which taxes shall include all income or profits taxes
agrees that Provider, its Affiliates, and its licensors to the
(including federal income taxes and provincial or state income
extent applicable, own all right, title and interest, including
taxes), capital taxes, withholding taxes, payroll and employee
copyright, patent, trade secret and all other IP Rights, in and
withholding taxes, employment insurance (including
to the Cloud Services, and any changes, modifications or
provincial health insurance, old age benefits, welfare funds,
corrections thereof. Franchisee hereby irrevocably assigns to
pensions and annuities and disability insurance), social

Digital App Service Agreement

Exhibit V (03/2022)
7
Provider, its Affiliates and its licensors, as applicable, any and location, to all of Franchisee's computer data, equipment,
all rights it may be deemed to have in any changes, and systems containing any and all of the information,
modifications or corrections to the Cloud Services. Franchisee records and reports required to be maintained by Franchisee
agrees to execute all documents necessary to implement and in accordance with the Franchise Contracts and may use the
effect such assignment. Franchisee shall not, and shall not data in the evaluation of products and services, store
permit any third party to, (i) modify or use the Cloud Services performance, tests, EBITDA performance, and as an analytical
except to the extent expressly permitted in Section 4.2 and in tool to improve the performance and operation of the Cloud
the applicable Order Form; (ii) decompile, reverse engineer, Services.
disassemble or otherwise determine or attempt to determine
5. FEES AND PAYMENTS
the source code (or the underlying ideas, algorithms, structure
or organization) of any object code contained in the Cloud 5.1. Fees Payable. In consideration for Provider’s performance
Services; or (iii) market, sublicense, distribute, reproduce, rent, under this Agreement, Franchisee agrees to pay Provider or its
lease or offer for timesharing the Cloud Services. designated representative the fees and other amounts set
forth on all applicable Order Forms. All fees and other
4.4. Payment Services. Franchisee acknowledges that any
amounts due under this Agreement or any Order Form shall
payment collection or processing services to be utilized by
be due upon receipt of invoice, without set-off or claim.
Franchisee in connection with the Cloud Services will be
provided by a service provider approved by Provider in Unless expressly stated otherwise herein, any payments made
accordance with the Franchise Contracts, and that Franchisee by Franchisee under this Agreement or any Order Form shall,
shall not be able to make use of such services before having once paid, not be refundable nor creditable for any reason
entered into a direct contractual relationship with such service whatsoever.
provider. Neither Provider nor any of its Affiliates will be
responsible for, nor do Provider or any of its Affiliates assume 5.2. Late Fees; Rights and Remedies. Provider may charge a
any liability for, any service provider’s payment collection or late fee equal to the lesser of (i) eighteen percent (18.0%) per
processing services. annum, or (ii) the maximum amount allowed by applicable
law, on any outstanding past due balance that is not the
4.5 Franchisee Duties and Obligations. Franchisee shall be subject of a good faith dispute. Provider may also pursue any
solely responsible for (i) ensuring that the Franchisee and its other rights or remedies available to it at law, any Franchising
employees and agents, each Restaurant and each applicable Contract, or this Agreement.
Authorized User’s usage of the Cloud Services is in full
compliance with all applicable laws, rules, and regulations, (ii) 5.3. Taxes. It is understood and agreed by the parties that
ensuring the accuracy, completeness, quality, integrity, Franchisee will be responsible for complying with all
legality, reliability, and appropriateness of any content applicable Indirect Tax obligations in respect of any payment
uploaded to the Cloud Services or otherwise provided by made by Franchisee pursuant to this Agreement and each
Franchisee and any of the Restaurants to Provider, any of Order Form. The parties hereby acknowledge and agree that
Provider’s Affiliates, or any of Provider’s designees (including the amount of all fees payable by Franchisee to Provider
any and all public-facing items and any other Menu Data) and pursuant to this Agreement and each Order Form exclude
that such content does not infringe any rights (including IP Indirect Tax, and in the event Indirect Tax applies under either
Rights) of any third party, and (iii) otherwise satisfying, existing law or a future change in statute or interpretation that
completing, and performing any and all obligations of results in Indirect Tax on the Fees, Franchisee shall bear the
Franchisee set forth in each Order Form. economic burden of such Indirect Tax and remit payment of
the applicable Indirect Tax amount to the relevant Tax
Without limiting the generality of the foregoing, Franchisee Authority or to Provider, without any decrease in fees payable
further acknowledges and agrees that Franchisee shall be under this Agreement or any Order Form.
solely responsible for (i) determining, collecting, and remitting
all Taxes levied, assessed, or processed in connection with the 6. CONFIDENTIAL INFORMATION
Cloud Services; (ii) the legality, accuracy, and completeness of 6.1. Access; Ownership. Franchisee acknowledges that during
all Tax calculations or payments levied, assessed, or processed the performance of this Agreement, Franchisee will have
in connection with the Cloud Services; and (iii) ensuring full access to Confidential Information. Franchisee agrees that all
compliance with online marketplace seller laws, rules, and such Confidential Information is proprietary to Provider and
regulations (including without limitation those governing its Affiliates and shall remain the sole property of Provider and
digital services Taxes). If Provider receives an assessment for its Affiliates.
Franchisee’s Indirect Taxes or any similar Taxes (including
digital services Taxes), Franchisee shall fully cooperate and use 6.2. Obligations. Except as may be expressly set forth in this
its best efforts to support for remittance of Indirect Taxes or Agreement, Franchisee agrees during the term of this
any similar Taxes, and Franchisee shall promptly and fully Agreement and thereafter, as follows: (i) to use the
compensate Provider for such Taxes upon receipt of a refund Confidential Information only for the purposes of performing
of such Taxes from the applicable Tax Authority. this Agreement; (ii) to hold such Confidential Information in
confidence and restrict it from dissemination to, and use by,
Franchisee further acknowledges and agrees that Provider, any third party; (iii) to protect the confidentiality of the
Provider’s Affiliates, and Provider’s designees may, at any Confidential Information using the same degree of care, but
time, have full access, both on-site and from a remote no less than a reasonable degree of care, as Franchisee uses

Digital App Service Agreement

Exhibit V (03/2022)
8
to protect its own confidential information; (iv) that Franchisee in connection with the Cloud Services in full compliance with
shall not create any derivative work from Confidential the applicable terms and conditions set forth in the Franchise
Information; (v) to restrict access to the Confidential Contracts, and (ii) nothing contained in this Agreement or any
Information to such of its personnel, agents, subcontractors, Order Form shall be construed to expand or modify any rights
and/or consultants, if any, who have a need to have access that Franchisee may have pursuant to the applicable Franchise
and who have been advised of and have agreed in writing to Contracts to use such trademarks, domain names, and related
terms no less restrictive than the terms set forth in this intellectual property.
Agreement with respect to the treatment of such Confidential
8. REPRESENTATIONS AND WARRANTIES
Information; and (vi) at the option of Provider, to either return
or destroy all Confidential Information in its possession upon 8.1. General. Each Party represents and warrants to the other
termination or expiration of this Agreement. that it has full power and authority to enter into and perform
this Agreement, and that the execution and performance of
6.3. Confidentiality Exceptions. Notwithstanding the
this Agreement does not and shall not violate any other
foregoing, the provisions of Section 6.2 shall not apply to
contract, obligation, or instrument to which it is a Party, or
Confidential Information that: (i) is publicly available or in the
which is binding upon it, including terms relating to covenants
public domain at the time disclosed; (ii) is or becomes publicly
not to compete and confidentiality obligations. Furthermore,
available or enters the public domain through no fault of
Franchisee represents and warrants that it shall comply with
Franchisee; or (iii) is independently developed by Franchisee
all applicable laws, rules, and regulations.
without use of or reference to the Confidential Information
and by employees or other authorized agents of Franchisee 8.2. Disclaimer. THE CLOUD SERVICES ARE PROVIDED “AS IS”
who have not been exposed to the Confidential Information. AND “WITH ALL FAULTS”. ADDITIONALLY, PROVIDER
Notwithstanding the foregoing, Franchisee may disclose SPECIFICALLY DISCLAIMS AND MAKES NO
Confidential Information to the limited extent required to REPRESENTATIONS OR WARRANTIES OF ANY KIND OR
comply with the order of a court or other governmental body, NATURE, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE
or as otherwise necessary to comply with applicable law, RELATING TO THE CLOUD SERVICES, AND PROVIDER
provided that, Franchisee shall first have given prior written EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND OR
notice to Provider and made best efforts to obtain a protective NATURE, INCLUDING ANY WARRANTIES OF OPERABILITY,
order or, in jurisdictions where protective orders or the RELIABILITY, FUNCTIONALITY, CONDITION, VALUE,
equivalent is not available, similar protection prohibiting ACCURACY OF DATA, OR QUALITY, MERCHANTABILITY,
disclosure by such court or other governing body. SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF
6.4. Equitable Relief. The Parties hereto agree that monetary
ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT.
damages would not be a sufficient remedy for a breach of
Section 6 of this Agreement, and that Provider may seek WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, (i)
injunctive relief, specific performance, or other equitable relief NO WARRANTY IS MADE BY PROVIDER ON THE BASIS OF
without posting a bond as a remedy for any such breach. TRADE USAGE, COURSE OF DEALING, OR COURSE OF TRADE,
AND (ii) PROVIDER DOES NOT WARRANT THAT THE CLOUD
SERVICES WILL MEET FRANCHISEE’S REQUIREMENTS OR
7. INTELLECTUAL PROPERTY THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED
OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.
7.1. Ownership of IP Rights. All IP Rights in and arising under
FRANCHISEE ACKNOWLEDGES THAT PROVIDER’S
the Cloud Services shall remain the exclusive property of
OBLIGATIONS UNDER THIS AGREEMENT AND EACH ORDER
Provider, Provider’s Affiliate, or Provider’s licensor, as
FORM ARE FOR THE BENEFIT OF FRANCHISEE ONLY AND
applicable. Franchisee shall have no rights in the IP Rights in
NOT FOR ANY THIRD PARTY.
or arising under the Cloud Services, except as expressly
granted by this Agreement. 9. LIMITATIONS OF LIABILITY

7.2. Feedback. Should Franchisee provide Provider with any 9.1. NEITHER PROVIDER NOR ANY OF ITS AFFILIATES WILL BE
feedback, ideas, concepts or suggestions about the Cloud LIABLE TO FRANCHISEE FOR ANY PUNITIVE, INDIRECT,
Services or any of Provider's business, technology or SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL
Confidential Information (collectively, “Feedback”), then DAMAGES (INCLUDING PERSONAL INJURY, PROPERTY
Franchisee acknowledges that any such Feedback shall DAMAGE, LOST PROFITS OR OTHER ECONOMIC LOSS, LOSS
become the sole and exclusive property of Provider. Provider OF SALES, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF
shall have no obligation to utilize Feedback and no obligation GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
to provide compensation for any Feedback. Franchisee may DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM OR
not utilize any such Feedback in the Restaurants without LIABILITY IS BASED UPON ANY CONTRACT, TORT, BREACH OF
Provider’s prior written consent. WARRANTY, STRICT LIABILITY, OR OTHER LEGAL OR
EQUITABLE THEORY, AND NOTWITHSTANDING THAT ANY
7.3. Use of Marks, Domain Names and Intellectual Property
REMEDY HEREIN FAILS OF ITS ESSENTIAL PURPOSE) ARISING
Rights. Franchisee acknowledges and agrees that (i)
OUT OF OR RESULTING FROM (A) THE RELATIONSHIP OF THE
Franchisee shall be obligated to use the BURGER KING®
PARTIES UNDER THIS AGREEMENT OR ANY ORDER FORM; (B)
trademarks, domain names, and related intellectual property
THE PERFORMANCE OF ANY OF THEIR OBLIGATIONS UNDER

Digital App Service Agreement

Exhibit V (03/2022)
9
THIS AGREEMENT; OR (C) THE POSSESSION OF, USE OF, approved by Provider; (ii) any modification by Franchisee (or
FAILURE OF, OR INABILITY TO USE THE CLOUD SERVICES. its employees or agents) or by a third party at the direction of
BOTH PARTIES UNDERSTAND AND AGREE THAT THE Franchisee to the Cloud Services; (iii) use by Franchisee (or its
REMEDIES AND LIMITATIONS SET FORTH IN THIS SECTION employees or agents) of a version or release of the Cloud
9.1 ALLOCATE THE RISKS OF PRODUCT AND SERVICE Services that is no longer supported by Provider; (iv) use by
NONCONFORMITY BETWEEN THE PARTIES AS AUTHORIZED Franchisee (or its employees or agents) of the Cloud Services
BY APPLICABLE LAWS (INCLUDING, TO THE EXTENT without implementation of all applicable updates and error
APPLICABLE, THE UNIFORM COMMERCIAL CODE). THE FEES corrections; or (v) use by Franchisee (or its employees or
IN THIS AGREEMENT REFLECT, AND ARE SET IN RELIANCE agents) of the Cloud Services other than in accordance with
UPON, THIS ALLOCATION OF RISK AND THE EXCLUSION OF this Agreement or any applicable user documentation or
CONSEQUENTIAL DAMAGES SET FORTH IN THIS specifications (the foregoing clauses 10.1.2 (i)-(v), collectively,
AGREEMENT. “Franchisee Indemnity Responsibilities”).

9.2. PROVIDER’S AGGREGATE LIABILITY FOR DIRECT 10.1.3. Upon the occurrence of any Infringement Claim for
DAMAGES ARISING OUT OF OR RELATED TO THIS which indemnity is or may be due under this Section 10.1, or
AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL in the event that Provider believes that such a claim is likely,
NEVER EXCEED THE TOTAL AMOUNT PAID BY FRANCHISEE Provider may, at its option: (a) appropriately modify the Cloud
TO PROVIDER UNDER THE RELEVANT ORDER FORM DURING Services to be non-infringing, or substitute functionally
THE SIX (6) MONTHS IMMEDIATELY PRIOR TO ANY EVENT equivalent software or services; (b) obtain a license to the
GIVING RISE TO THE CLAIM HEREUNDER. applicable third-party intellectual property rights; or (c) if the
remedies set forth in clauses (a) and (b) above are not
9.3. THE DISCLAIMERS EXCLUSIONS AND LIMITATIONS SET
commercially feasible, as determined by Provider in its sole
FORTH IN SECTIONS 9.1 AND 9.2 ABOVE SHALL NOT APPLY
discretion, Provider may terminate this Agreement and the
IN RESPECT OF ANY CLAIM FOR PROVIDER’S INDEMNITY
licenses granted pursuant to it on written notice to Franchisee
OBLIGATIONS UNDER SECTION 10.1.
and refund to Franchisee any prepaid but unearned fees,
9.4. Essential Basis. The disclaimers, exclusions, and limitations whereupon all parties shall be relieved from further liability
of liability set forth in this Agreement form an essential basis under this Agreement.
of the bargain between the Parties, and, absent any of such
10.1.4. THE PROVISIONS OF THIS SECTION 10.1 STATE THE
disclaimers, exclusions or limitations of liability, the provisions
SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF PROVIDER TO
of this Agreement, including the economic terms, would be
FRANCHISEE AND FRANCHISEE'S SOLE REMEDIES WITH
substantially different.
RESPECT TO ANY INFRINGEMENT CLAIM ARISING OUT OF OR
10. INDEMNIFICATION IN CONNECTION WITH THIS AGREEMENT.

10.1. Indemnification by Provider. 10.2. Indemnification by Franchisee. Franchisee shall, at its

own expense, indemnify, defend, and hold harmless Provider
10.1.1. Provider shall, at its own expense, indemnify, and its Affiliates and their respective directors, officers,
defend, and hold harmless Franchisee and its directors, employees, agents and contractors (collectively, “Provider
officers, employees, agents and contractors (collectively, Indemnified Parties”), with counsel fully acceptable to
“Franchisee Indemnified Parties”) from and against all Provider, such counsel to have no conflict of interest in acting
losses, liabilities, damages, government or regulatory fines or for any of the Provider Indemnified Parties, from and against
penalties, claims, costs, and reasonable expenses (including all losses, liabilities, damages, government or regulatory fines
reasonable attorneys’ fees) resulting from any third party or penalties (civil or criminal), claims, costs, and reasonable
claim that the Franchisee’s use of, or access to, the Cloud expenses (including reasonable attorneys’ fees) resulting from
Services infringes or misappropriates any IP Rights of a third any third party claim arising out of or related to:
party (an “Infringement Claim”).
(i) the Franchisee Indemnity Responsibilities;
The indemnification set forth in this Section 10.1 is
conditioned upon Franchisee Indemnified Parties providing to (ii) an actual or alleged violation of or failure to fully comply
Provider: (a) prompt written notice of any Infringement Claim, with this Agreement or any law, directive, or regulation by
and in all cases within ten (10) days after receiving written Franchisee, any employee or third-party contractor of
notice of the Infringement Claim; (b) authority to control and Franchisee or any Authorized User or Site Visitor;
direct the defense and/or settlement of the Infringement
(iii) any actual or alleged misappropriation or violation of the
Claim; and (c) such information and assistance as Provider may
rights of Provider or any of its Affiliates in the Cloud
reasonably request in connection with such defense and/or
Services or any Confidential Information by any Person who
settlement.
has obtained access to the Cloud Services through
10.1.2. Notwithstanding the foregoing, Provider shall have Franchisee or any of its Affiliates;
no obligation or liability with respect to an Infringement Claim
(iv) any claims or threatened claims that any Menu Data or any
that arises out of or relates to: (i) the combination, operation,
other data, information, or other content or materials
or use by Franchisee (or its employees or agents) of the Cloud
provided to Provider by or on behalf of Franchisee or any
Services with products, services, information, materials,
of its Affiliates under this Agreement is inaccurate, false,
technologies, business methods, or processes not furnished or

Digital App Service Agreement

Exhibit V (03/2022)
10
 misleading, fraudulent, disparaging, or otherwise infringes by Provider upon the termination, expiration, or non-renewal
or misappropriates the rights (including the IP Rights) of a of the Franchising Contract relating to such Restaurant.
third party, or is in any way in violation of any applicable
11.4. Termination of Individual Order Forms. In addition to
laws, rules, or regulations (except to the extent any such
each Party’s rights under Sections 11.2 and 11.3, each Party
claim arises from instruction or requirements issued by
may terminate any particular Order Form according to any
Provider to Franchisee in writing); and
provision therein permitting such termination, provided that
(v) any claims or threatened claims that are or may be brought this Agreement shall remain in full force and effect in
by any third party, which are based in whole, or in part, accordance with its terms with respect to each non-
upon an assertion that this Agreement infringes upon, or terminated Order Form (if any).
interferes with, the contractual relationship or other rights
11.5. Accrued Obligations. Termination of this Agreement
between such third party and Franchisee or any of its
and/or any particular Order Form shall not release either Party
Affiliates.
from any liability which, at the time of termination, has already
The process for defense of claims, if any, set forth in the accrued or which thereafter may accrue with respect to any
Franchise Contracts shall apply, mutatis mutandis, to act or omission before termination, or from any obligation
Franchisee’s indemnification obligations set forth in this which is expressly stated in this Agreement and/or any
Section 10.2, as if such process were fully set forth herein. applicable Order Form to survive termination.
Notwithstanding the foregoing, the Party terminating this
11. TERM AND TERMINATION
Agreement or any Order Form as permitted by any provision
11.1. Term of Agreement. This Agreement shall become in this Section 11 shall incur no additional liability under this
effective upon the Effective Date and shall remain in full force Agreement merely by virtue of such termination except where
and effect until terminated in accordance with its terms. specifically provided for in the relevant Order Form.

11.2. Termination or Expiration of All Order Forms. This 11.6. Cumulative Remedies. Termination of this Agreement
Agreement shall be deemed automatically terminated, and/or any applicable Order Form, regardless of cause or
without any further notice or action by any Party, upon nature, shall be without prejudice to any other rights or
expiration or termination of all Order Forms that reference this remedies of the Parties and shall be without liability for any
Agreement. loss or damage occasioned thereby. Without limiting any of
its other rights or remedies under this Agreement, Provider
11.3. Termination for Breach. Either Party may terminate this reserves the right to suspend Franchisee’s access to the Cloud
Agreement and each applicable Order Form in the event of a Services if Franchisee fails at any time to pay any amounts due
material breach by the other Party. Such termination may be to Provider in accordance with this Agreement and any Order
effected only through a written notice to the breaching Party, Form. Suspension of Franchisee’s access to the Cloud Services
specifically identifying the breach or breaches on which such shall not release Franchisee of any of its duties, liabilities, or
notice of termination is based. The breaching Party will have obligations (including Franchisee's payment obligations)
a right to cure such breach or breaches (i) in the case of a under this Agreement. Franchisee agrees that Provider shall
failure to pay an amount owed under this Agreement or any not be liable to Franchisee or to any third party for any duties,
Order Form, within ten (10) calendar days of receipt of such liabilities, or obligations arising from or relating to any
notice, or (ii) in the case of any other breach, within thirty (30) suspension of the Cloud Services resulting from Franchisee's
calendar days of receipt of such notice. The non-breaching failure to pay as described above.
Party may terminate this Agreement and each applicable
Order Form, as applicable, in the event that such cure is not 11.7. Effect of Termination. Upon any termination of this
made within such ten (10) day period or such thirty (30) day Agreement and each applicable Order Form, Franchisee (i)
period (as applicable). shall immediately discontinue all use of the Cloud Services; (ii)
shall delete the Confidential Information from its computer
Without limiting the foregoing, and storage or any other media, including online and off-line
notwithstanding anything in this Agreement or any Order libraries; (iii) shall return to Provider or, at Provider’s option,
Form to the contrary, (i) Provider may terminate this destroy, all physical copies of the Confidential Information
Agreement and each Order Form upon written notice in the then in its possession; and (iv) shall promptly pay all amounts
event that Franchisee or any Restaurant becomes insolvent or due and remaining payable hereunder through the effective
enters bankruptcy prior to payment of all amounts due under date of termination. In the event of any termination of any
this Agreement or the applicable Order Form, (ii) effective Order Form, Franchisee shall continue to be responsible for
upon written notice to Franchisee, Provider may terminate this payment of any amounts due as set forth in this Agreement
Agreement and each Order Form with respect to an individual and in any applicable Order Form that have not been
Restaurant upon the occurrence of a “Default”, “Event of terminated and shall comply with the foregoing provisions of
Default”, or substantially similar term as used or defined in any this Section 11.7 with respect to Cloud Services for the
Franchise Contract with respect to such individual Restaurant, Restaurant(s) represented by such terminated Order Form.
and (iii) for any individual Restaurant, this Agreement and all
applicable Order Form(s) shall terminate with respect to such 11.8. Survival of Obligations. The provisions of Sections 1, 2, 3,
Restaurant automatically and without notice or further action 4, 5, 6, 7, 8.2, 9, 10, 11.4, 11.5, 11.6, 11.7, and 12, as well as
Franchisee’s obligations to pay any amounts due and

Digital App Service Agreement

Exhibit V (03/2022)
11
outstanding hereunder, shall survive termination or expiration This Agreement and each Order Form shall be binding upon
of this Agreement. and inure to the benefit of Provider and Franchisee and their
respective successors and permitted assigns.
12. MISCELLANEOUS
12.6. Independent Contractors. Franchisee and Provider
12.1. Governing Law; Venue and Jurisdiction. The governing
acknowledge and agree that the relationship arising from this
law, venue and jurisdiction provisions set forth in the franchise
Agreement does not constitute or create any joint venture,
agreement for the Restaurant at issue shall apply,
partnership, employment relationship, or franchise between
mutatis mutandis, to this Agreement and the rights and
them, and the Parties are acting as independent contractors
obligations of the parties hereunder, as if such provisions were
in making and performing this Agreement. Furthermore,
fully set forth herein.
nothing in this Agreement or any Order Form shall be
12.2. Compliance with Laws and Regulations. Each Party shall interpreted or construed as creating or establishing the
comply with all applicable laws, rules and regulations in the relationship of employer and employee between Franchisee
performance of its obligations under this Agreement and each and either Provider or any employee or agent of Provider.
Order Form.
12.7. Amendment. No amendment to this Agreement or any
12.3. Force Majeure. Provider shall be excused from Order Form shall be valid unless it is made in writing and is
performance of its obligations under this Agreement or an signed by the authorized representatives of the Parties.
Order Form if such a failure to perform results from
12.8. Waiver. No waiver under this Agreement shall be valid or
compliance with any requirement of applicable law, acts of
binding unless set forth in writing and duly executed by the
god, fire, strike, embargo, terrorist attack, war, insurrection or
Party against whom enforcement of such waiver is sought. Any
riot, or other causes beyond Provider’s reasonable control
such waiver shall constitute a waiver only with respect to the
(each, a “Force Majeure Event”). Any delay resulting from any
specific matter described therein and shall in no way impair
of such causes shall extend performance accordingly or shall
the rights of the Party granting such waiver in any other
excuse performance, in whole or in part, as may be reasonable
respect or at any other time. Any delay or forbearance by
under the circumstances.
either Party in exercising any right hereunder shall not be
12.4. Notices. The notice provisions set forth in the Franchise deemed a waiver of that right.
Contracts shall apply, mutatis mutandis, to any notice required
12.9. Severability. If any provision of this Agreement or an
by or relating to this Agreement, as if such provisions were
Order Form is invalid or unenforceable for any reason in any
fully set forth herein.
jurisdiction, such provision shall be construed to have been
12.5. Assignment and Subcontracting. Franchisee may not adjusted to the minimum extent necessary to cure such
transfer, assign, or sublicense its rights or otherwise delegate invalidity or unenforceability. The invalidity or unenforceability
its obligations under this Agreement or any Order Form, and of one or more of the provisions contained in this Agreement
any purported transfer, assignment, sublicense, or delegation or any Order Form shall not have the effect of rendering any
shall be null, void, and of no effect. Provider may grant or such provision invalid or unenforceable in any other case,
deny any request from Franchisee to transfer, assign, or circumstance, or jurisdiction, or of rendering any other
sublicense its rights or otherwise delegate its obligations provisions of this Agreement or any Order Form invalid or
under this Agreement or any Order Form in its sole unenforceable whatsoever.
discretion. In the event Provider grants such request, Provider
12.10. No Third Party Beneficiaries. The Parties acknowledge
may condition such grant on (among other things)
that the covenants set forth in this Agreement are intended
Franchisee’s and the applicable transferee or assignee’s
solely for the benefit of the Parties, their successors, and
agreement to execute documentation in form and substance
permitted assigns. Nothing herein, whether express or
satisfactory to Provider in Provider’s sole discretion (which
implied, shall confer upon any Person, other than the Parties,
documentation may require the applicable transferee or
their successors, and permitted assigns, any legal or equitable
assignee to (among other things) pay fees and other amounts
right whatsoever to enforce any provision of this Agreement
that are higher or in addition to those set forth in Franchisee’s
or any Order Form.
Order Forms). Provider may transfer, assign, sublicense, or
delegate this Agreement, any Order Form, and any other 12.11. Counterparts. This Agreement and each Order Form
documents ancillary hereto (including Provider’s rights, duties, may be executed in any number of counterparts, each of
and obligations hereunder) in Provider’s sole discretion. which when so executed shall be deemed to be an original
Without limiting the generality of the foregoing, Franchisee and all of which when taken together shall constitute one
acknowledges and agrees that Provider may, without Agreement and Order Form (as applicable). Delivery of an
Franchisee’s consent, (i) at any time and from time to time executed counterpart of a signature page to this Agreement
enter into agreements or arrangements with any third-party or an Order Form by any electronic transmission (including
vendor or service provider for any part of the functionality of PDF) shall be effective as delivery of a manually executed
the Cloud Services, and (ii) appoint any subcontractor to counterpart of this Agreement or such Order Form (as
perform any of its duties or obligations under this Agreement applicable).
or any Order Form.

Digital App Service Agreement

Exhibit V (03/2022)
12
12.12. Headings. The headings in this Agreement are inserted “without limitation”; (b) the word “or” is not exclusive; and (c)
merely for the purpose of convenience and shall not affect the the words “herein,” “hereof,” “hereby,” “hereto” and
meaning or interpretation of this Agreement. “hereunder” refer to this Agreement as a whole. Should any
provision of this Agreement or any Order Form require judicial
12.13. Entire Agreement. This Agreement sets forth the entire
interpretation, the parties agree that the court interpreting or
agreement and understanding between the Parties hereto
construing the same may not apply a presumption that the
with respect to the subject matter hereof and, except as
terms of this Agreement will be more strictly construed
specifically provided herein, supersedes and merges all prior
against one party than against another.
oral and written agreements, discussions, and understandings
between the Parties with respect to the subject matter hereof. 12.16. Further Assurances. Franchisee shall promptly execute
Neither of the Parties shall be bound by any conditions, and deliver such instruments, perform such acts, and take such
inducements, or representations with respect to the subject other actions as Provider may reasonably request to (i)
matter hereof other than as expressly provided for herein, effectuate the purposes of this Agreement and to
except where specifically amended through amendments consummate the transactions contemplated by this
subsequent in time to this Agreement and mutually signed by Agreement or (ii) otherwise satisfy or cause the satisfaction of
both Parties. Franchisee’s duties and obligations under this Agreement.
Without limiting the generality of the foregoing, Franchisee
12.14. Construction. The Parties agree that the terms of this
shall promptly provide such assistance to Provider (including
Agreement result from negotiations between them. Neither
providing access to relevant documents and other evidence
this Agreement nor any Order Form shall be construed in favor
as well as executing and delivering such documents and
of or against either Party by reason of authorship.
performing such other acts) as Provider may reasonably
12.15. Interpretation. For purposes of this Agreement and request to satisfy or cause the satisfaction of any of
each Order Form, (a) the words “include,” “includes” and Franchisee’s tax-related duties or obligations set forth in this
“including” will be deemed to be followed by the words Agreement.

Digital App Service Agreement

Exhibit V (03/2022)
13
 Exhibit B

Restaurants

Restaurant No. Restaurant Address

4858-2388-2244, v. 2

Digital App Service Agreement

Exhibit V (03/2022)
14
 State Effective Dates
The following states have franchise laws that require that the Franchise Disclosure
Document be registered or filed with the state, or be exempt from registration: California,
Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota,
Rhode Island, South Dakota, Virginia, Washington, and Wisconsin.
This document is effective and may be used in the following states, where the
document is filed, registered or exempt from registration, as of the Effective Date stated
below:

State Effective Date

California Pending

Hawaii Pending

Illinois Pending

Indiana Pending

Maryland Pending

Michigan Pending

Minnesota Pending

New York Pending

North Dakota Pending

Rhode Island Pending

South Dakota Pending

Virginia Pending

Washington Pending

Wisconsin Pending

Other states may require registration, filing, or exemption of a franchise under other
laws, such as those that regulate the offer and sale of business opportunities or seller-
assisted marketing plans.

4855-7465-3188, v. 1

State Effective Dates – Burger King

(03/2022)
 RECEIPT

This Disclosure Document summarizes certain provisions of the Franchise Agreement and other information in plain language. Read this Disclosure Document
and all agreements carefully.

If Burger King Corporation offers you a franchise, it must provide this Disclosure Document to you 14 calendar days before you sign a binding agreement
with, or make a payment to, the franchisor or an affiliate in connection with the proposed franchise sale (or sooner if required by applicable state law).
Michigan requires that we give you this Disclosure Document at least 10 business days before the execution of any binding franchise or other agreement
or the payment of any consideration, whichever occurs first.

If Burger King Corporation does not deliver this Disclosure Document on time or if it contains a false or misleading statement or a material omission, a violation
of federal law and state law may have occurred and should be reported to the Federal Trade Commission, Washington, D.C., 20580 and the state agency listed
in Exhibit A1.

Issuance Date: March 29, 2022. Burger King Corporation authorizes the respective state agencies identified on Exhibit A1 to receive service of process for
BKC in their state. The name, principal business address, and telephone number of the franchise sellers offering Burger King® franchises are listed on Exhibit
R. The franchise seller(s) for this Burger King® franchise are noted on the Exhibit.

I have received a Franchise Disclosure Document with an issuance date of March 29, 2022. For state specific effective dates see page entitled “State Effective
Dates”. This Franchise Disclosure Document included the following Exhibits:

A1. Agents for Service of Process and State Regulatory Authorities; B1. Franchise Application; B2. Corporate/Entity Franchise Application; C1. Target
Reservation Agreement; C2. Multiple Target Reservation Agreement; D1. Franchise Agreement (Individual/Owner-Operator); D2. Franchise Agreement
(Entity); D3. Owner’s Guaranty; E1. Non-Traditional Facility Addendum (Individual/Owner-Operator); E2. Non-Traditional Facility Addendum (Entity); E3.
Delivery Restaurant Addendum (Entity); F1. Replacement Franchise Addendum; G1. Lease/Sublease Agreement; G2. BKG Addendum to BKL
Lease/Sublease; H1. Successor Addendum (Individual/Owner-Operator); H2. Successor Addendum (Entity); H3. Successor Deferred Remodel Addendum;
I1. DMA Program Agreements (Investment Spending); J. Corporate Addendum to Franchise Agreement; K1. Multi-Unit DIP 2021 Addendum to Multiple
Target Reservation Agreement; K2. Multi-Unit DIP 2017 – 2022 Addendum to Franchise Agreement; K3. Organic Growth Program Addendum to Target
Reservation Agreement; K4. 2021 Organic Developer Incentive Program Addendum to Franchise Agreement; L1. BKoT Full Remodel Incentive Franchise
Agreement Addendum; L2. BKoT Upgrade Incentive Franchise Agreement Addendum; L3. BKoT Double Drive Thru & Digital Enhance Incentive Franchise
Agreement Amendment; M. Area Development Agreement; N. [Reserved]; O1. List of Franchised Locations; O2. List of BKC-owned Locations; O3. List of
Franchisees that have Ceased Operations of a Franchised Location; P. Addenda and Amendments Required by Certain States; Q. Guarantees and Financial
Statements; R. Potential Franchise Sellers; S1. Multi-Unit DIP 2015 Addendum; S2. Franchise Agreement Addendum (DIP); S3. Multi-Unit DIP 2017
Addendum; S4. Big-Box Non-Traditional Facility Addendum (Individual/Owner-Operator); S5. Big-Box Non-Traditional Facility Addendum (Entity); S6.
Drive Thru Only Franchise Addendum; T1. Successor Incentive Option 4 Franchise Addendum; T2. Successor Incentive Option 3 Franchise Addendum; T3.
Successor Incentive Option 3 Late Entry Franchise Addendum; T4. Successor Incentive Option 5 Franchise Addendum; T5. 2018 ISP Franchise Addendum;
T6. Offset/Replacement Franchise Addendum; T7. Remodel Franchise Addendum; U. Operation Manual Table of Contents; V. Digital App Services
Agreement.

Please indicate the date on which you received this Disclosure Document, sign and print your name below, and promptly return one completed copy of the
Receipt to BKC c/o GBS Franchise Contract Management at 5707 Blue Lagoon Drive, Miami, Florida 33126; or via email at [email protected]; the
second copy of the Receipt is for your records.

Date Disclosure Document Received: Date Disclosure Document Received:

If owner/operator structure: If entity structure:

Print Name: Signature of Managing Owner

Date:

Print Name: Print Name of Managing Owner

Date: Date:
______________________________

(individually or as an officer or member of)

Print Name:
Date: ______________________________________________________
Print name of entity

Print Name:
Date: ______________________________________________________
Type of entity (corporation, LLC, etc.)

Print Name:
Date: State of incorporation/formation

Receipt (Multistate)
03/2022 Last Pages - After Exhibits
 RECEIPT

This Disclosure Document summarizes certain provisions of the Franchise Agreement and other information in plain language. Read this Disclosure Document
and all agreements carefully.

If Burger King Corporation offers you a franchise, it must provide this Disclosure Document to you 14 calendar days before you sign a binding agreement
with, or make a payment to, the franchisor or an affiliate in connection with the proposed franchise sale (or sooner if required by applicable state law).
Michigan requires that we give you this Disclosure Document at least 10 business days before the execution of any binding franchise or other agreement
or the payment of any consideration, whichever occurs first.

If Burger King Corporation does not deliver this Disclosure Document on time or if it contains a false or misleading statement or a material omission, a violation
of federal law and state law may have occurred and should be reported to the Federal Trade Commission, Washington, D.C., 20580 and the state agency listed
in Exhibit A1.

Issuance Date: March 29, 2022. Burger King Corporation authorizes the respective state agencies identified on Exhibit A1 to receive service of process for
BKC in their state. The name, principal business address, and telephone number of the franchise sellers offering Burger King® franchises are listed on Exhibit
R. The franchise seller(s) for this Burger King® franchise are noted on the Exhibit.

I have received a Franchise Disclosure Document with an issuance date of March 29, 2022. For state specific effective dates see page entitled “State Effective
Dates”. This Franchise Disclosure Document included the following Exhibits:

A1. Agents for Service of Process and State Regulatory Authorities; B1. Franchise Application; B2. Corporate/Entity Franchise Application; C1. Target
Reservation Agreement; C2. Multiple Target Reservation Agreement; D1. Franchise Agreement (Individual/Owner-Operator); D2. Franchise Agreement
(Entity); D3. Owner’s Guaranty; E1. Non-Traditional Facility Addendum (Individual/Owner-Operator); E2. Non-Traditional Facility Addendum (Entity); E3.
Delivery Restaurant Addendum (Entity); F1. Replacement Franchise Addendum; G1. Lease/Sublease Agreement; G2. BKG Addendum to BKL
Lease/Sublease; H1. Successor Addendum (Individual/Owner-Operator); H2. Successor Addendum (Entity); H3. Successor Deferred Remodel Addendum;
I1. DMA Program Agreements (Investment Spending); J. Corporate Addendum to Franchise Agreement; K1. Multi-Unit DIP 2021 Addendum to Multiple
Target Reservation Agreement; K2. Multi-Unit DIP 2017 – 2022 Addendum to Franchise Agreement; K3. Organic Growth Program Addendum to Target
Reservation Agreement; K4. 2021 Organic Developer Incentive Program Addendum to Franchise Agreement; L1. BKoT Full Remodel Incentive Franchise
Agreement Addendum; L2. BKoT Upgrade Incentive Franchise Agreement Addendum; L3. BKoT Double Drive Thru & Digital Enhance Incentive Franchise
Agreement Amendment; M. Area Development Agreement; N. [Reserved]; O1. List of Franchised Locations; O2. List of BKC-owned Locations; O3. List of
Franchisees that have Ceased Operations of a Franchised Location; P. Addenda and Amendments Required by Certain States; Q. Guarantees and Financial
Statements; R. Potential Franchise Sellers; S1. Multi-Unit DIP 2015 Addendum; S2. Franchise Agreement Addendum (DIP); S3. Multi-Unit DIP 2017
Addendum; S4. Big-Box Non-Traditional Facility Addendum (Individual/Owner-Operator); S5. Big-Box Non-Traditional Facility Addendum (Entity); S6.
Drive Thru Only Franchise Addendum; T1. Successor Incentive Option 4 Franchise Addendum; T2. Successor Incentive Option 3 Franchise Addendum; T3.
Successor Incentive Option 3 Late Entry Franchise Addendum; T4. Successor Incentive Option 5 Franchise Addendum; T5. 2018 ISP Franchise Addendum;
T6. Offset/Replacement Franchise Addendum; T7. Remodel Franchise Addendum; U. Operation Manual Table of Contents; V. Digital App Services
Agreement.

Please indicate the date on which you received this Disclosure Document, sign and print your name below, and promptly return one completed copy of the
Receipt to BKC c/o GBS Franchise Contract Management at 5707 Blue Lagoon Drive, Miami, Florida 33126; or via email at [email protected]; the
second copy of the Receipt is for your records.

Date Disclosure Document Received: Date Disclosure Document Received:

If owner/operator structure: If entity structure:

Print Name: Signature of Managing Owner

Date: ______________________________________________________

Print Name: Print Name of Managing Owner

Date: Date:

(individually or as an officer or member of)

Print Name:
Date:
Print name of entity

Print Name:
Date:
Type of entity (corporation, LLC, etc.)

Print Name:
Date: ______________________________________________________ State of incorporation/formation
4857-0179-2772, v. 2

Receipt (Multistate)
03/2022 Last Pages - After Exhibits