FRANCHISE DISCLOSURE DOCUMENT

Papa John's International, Inc. A Delaware Corporation ^m mm^m mwm P.O. Box 99900 2002 Papa John's Boulevard Louisville, Kentucky 40269-0900 (502)261-7272 www.papajohns.com

The franchiseoffere d is for the operation of a quick service restaurant specializing in pizza and limited additional menu items under the name "Papa John's." Our standard terms may be modified by the terms of our "Non-Traditional Program" (defined in Item 1). THIS DISCLOSURE DOCUMENT IS APPLICABLE ONLY TO FRANCHISES TO BE LOCATED IN THE UNITED STATES, EXCLUDING ALASKA AND HAWAII.

The total investment necessary to begin operation of a standard Papa John's franchise is $ 129,910 to $644,210. This includes up to $73,710 that must be paid to the franchisoro r its affiliate. The total investment necessary to begin operation of a non-traditional Papa John's franchise is $26,500 to $388,710. This includes up to $56,210 that must be paid to the franchisor or its affiliate.

This disclosure document summarizes certain provisions of your franchiseagreemen t 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 format that is more convenient for you. To discuss the availability of disclosures in different formats, contact Regan Clauson at P.O. Box 99900, Louisville, Kentucky 40269, telephone 502-261-4844, or by 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 franchisei s a complex investment. The information in this disclosure document can help you make up your mind. More information on franchising,suc h 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 FTC's home page at www.ftc.gov for additional information. Call your state agency or visit your public library for other sources of information in franchising. There may also be laws on franchisingi n your state. Ask your state agencies about them.

The date of issuance of this Franchise Disclosure Document is March 5, 2014, as amended August 29. 2014. STATECOVERPAGE

Your state may havea^nchise law that re^ franchise administrator hefbre offermg or selling in your state. REGISTRATION OE A FRANCHISE RYASTATE DOES NOT MEAN THATTIIE STATE RECOMMENDS THE ERANCHISEORHASVERIFIEDTHEINEORMATIONINTHISDISCEOSUREDOCUMENT

CallthestatefranehiseadmmistratorlistedonExhihitAfr^rinfr^rmationahoutthefran^ or about franchisingi n your state.

MANY FRANCHISE AGREEMENTS DO NOT AEEOW YOU TO RENEW UNCONDITIONAEEYAFTERTHEIN^ A NEWAGREEMENT WITH DIFFERENT TERMS AND CONDITIONS IN ORDER TO CONTINUE TO OPERATE YOUR BUSINESS BEFORE YOU BUY, CONSIDER WHAT RIGHTSYOUHAVETORENEWYOURFRANCHISE,IFANY,ANDWHATTERMSYOU MIGHTHAVETOACCEPTIN ORDER TO RENEW

Please considerthefbllowingRISKFACTORS before you buythis franchise:

1 THEFRANCHISEAGREEMENTREQUIRESYOUTORESOEVEDISPUTES WITH US BYARBITRATIONONEY IN KENTUCKY OUTOFSTATE ARBITRATION MAY FORCE YOU TOACCEPTAEESS FAVORABLE SETTEEMENTFORDISPUTESITMAYAESOCOSTMORETOARBITRATE WITHUSINKENTUCKYTHANINYOUR OWN STATE

2 THEFRANCHISEAGREEMENTSTATESTHATKENTUCKYEAWGOVERNS THEAGREEMENT,ANDTHISEAWMAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS LOCAL LAW YOUMAYWANTTO COMPARETHESELAWS

3 THEREMAYBEOTHERRISKSCONCERNINGTHIS FRANCHISE

Issue Date: March^201^asamendedAugust^2014 STATE-SPECIFIC EFFECTIVE DATES

The following states 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 Franchise Disclosure Document is registered, on file or exempt from registration in the following states having franchise registration and disclosure laws, with the following effective dates:

CALIFORNIA Exempt: Filing effective January 1, 2014 to December 31, 2014 ILLINOIS Exempt: Self-executing exemption, no filing required INDIANA

Exempt: Self-executing exemption, no filing required

MARYLAND Exempt: Filing effective March 12, 2014 MICHIGAN EffectiveFiled: August 27. 2014 MINNESOTA

Effective: —March 12. 2014

NEW YORK

Exempt: Self-executing exemption, no filing required

NORTH DAKOTA

Exempt: Filing effective March 12. 2014

RHODE ISLAND

Exempt: Filing effective —March 11. 2014

SOUTH DAKOTA

Effective: —March 11.2014

VIRGINIA

Exempt: Filing effective -April 7. 2014

WASHINGTON Exempt: Filing effective April 4. 2014 WISCONSIN EffectiveFiled: —March 5. 2014 ^OVERPAGESFORMICHIGANRESIDENTSONLY)

THE STATE OF MICHIGAN P^ SOMETIMES INFRANOHISEDOOUMENTS IE ANY OFTHEFOEEO A^INTHESEEI^NOHISEDOOUMENTS^THEFROVISIONSA^YOIDAN^ EEENFOROEDAOAINSTYOU

Each ofthe fbllowingprovis^ toafranehise:

^ Aprohihitionontherightofafranehiseetojomanassoei^^^

h. Arequirementthatafranehiseea^ estoppel which deprivesafranehisee of rights and protects This shall not preelndeafranehisee^afrerenteringintoafranehise agreement, from setthng any and ail claims.

c. Aprovisionthatpermitsafranchisortoterminateafranchisepriorto the expiration ofits term except for good canse. Ooodcanse shall include the failure ofthe franchisee to comply with any lawful provision of the franchise agreement and to cure such failure afrerheing given written notice thereof andareasonahie opportunity, which in no event need he more than 30 days, to cure such failure.

d. Aprovision that permitsafranchisor to revise to renewafranchise without fairly compensating the franchiseeh y repurchase or other means for the fair market value at the time of expirationofthefranchisee's inventory,supphes, equipment, frxtures,andf^ishings.Fersonah^ materials which have no value to the franchisor and inventory,supphes, equipments fixtures,and furnishings not reasonably required in the conduct of the franchise business are not subject to compensation.This subsection applies onlyif (i) The term ofthe franchisei s less than^years and (ii) the franchisee is prohibited by the franchise or other agreement from continuing to conduct substantially the samebusiness under another trademark,servicemark,tradename,iogotype, advertising,or other commercial symboiin the same area subsequent tothe expiration of the franchise or the franchisee does not receive at ieast^months advance notice of franchisor'sinten t not to renew the franchise.

e. Aprovisionthat permits the franchisor to refuse to renewafranchise on terms generally available to otherfranchisees ofthe same class ortype under similar circumstances. This section does not requirearenewai provision.

f. Aprovision requiring that arbitration or litigation be conducted outside this state. This shall notpreciude the franchisee from entering into an agreement, atthe time of arbitration, to conduct arbitration atalocation outside this state.

g. Aprovision which permitsafranchisorto refuse to permitatransfer of ownershipof afranchise, except for good cause. This subdivision does not preventafranchisorfrom exercising aright of first refrisai to purchase the franchise.Ooodcaus e shaii include, but is not limited to:

-i- ^OVERPAGESFORMICHIGANRE^DENTSONLY)

(1) The^ureof^proposedt^ reasonable quahficafions or standards

(2) The l^et that tbe proposed trans^ franebisor.

(3) Tbennwilbngnessoftbe proposed transferee to agree in writing to eompl^ witb ail iawfrii obligations

(4) Tbe failure oftbefranebisee or proposed transferee to pay any snms owing to tbefranebisorortoenre any default in tbe franchise agreement existing attbe time o proposed transfer.

b Aprovision that requires tbe franchisee ^ uniquely identified with the franchisor This subdivision does not prohibitaprovision that grants toafranchisorarightoffrrstrefusaltopurchasetheassetsofafranchiseonthe same terms and conditions asabona fide third party willing and able to purchase those assets, nor does this subdivision prohibitaprovision that grantsthefranchisortherighttoacquiretheassetsofafranchise fbrthemarketorappraisedvalueofsuchassetsifthe franchisee has breached the lawfril proviso ofthe franchise agreement and has failed to cure the breach in the manner provided in subdivision(c).

i. Aprovision which permits the franchisortodirectlyorindirectlyconvey,assign, or otherwisetransferits obligations to frilfill contractual obligations to the franchise has been made for providing the required contractual services.

If the franchisor's most recent financial statements are unaudited and showanet worth ofless than $100,000.00, thefranchiseemay^^ and otherfunds paid bythefranchiseeuntiltheobligations,ifany,ofthefranchisortop^ estate,improvements, equipment, inventory,trainingorotheritemsincludedinthefranchiseof^ are fulfilled. At the option ofthe franchisor,asurety bond may be provided in place of escrow.

THE FACT THAT TH81^15AN0T1C8 OF THfS OFFERING ON F^ ATTORNEY OENEl^EDOESNOTCONSTlTUTEAFFROVAE,l^COMMENDATION, OR ENFOROEMENTEYTHEATTORNEY GENERAL

Any questions regarding this notice should be directed to:

State ofMichigan Department of Attorney General 6520 Mercantile Way Lansing, Michigan 48913 Telephone Number: (517)373-3800

-2- (COVER PAGES FOR MICHIGAN RESIDENTS ONLY)

ADDITIONAL DISCLOSURES FOR MICHIGAN. Notwithstanding paragraph f of the Michigan cover pages, Papa John's International, Inc. intends to enforce fully the provisions of the arbitration section contained in its Franchise Agreement. Papa John's International, Inc. believes that paragraph (f) is unconstitutional and cannot preclude it from enforcing its arbitration section.

-3- TABLE OF CONTENTS

ITEM PAGE

1: THE FRANCHISOR, AND ANY

PARENTS, PREDECESSORS AND AFFILIATES 1

2: BUSINESS EXPERIENCE 8

3: LITIGATION 12

4: BANKRUPTCY 15

5: INITIAL FEES 16

6: OTHER FEES 17

7: ESTIMATED INITIAL INVESTMENT 25

8: RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES 33

9: FRANCHISEE'S OBLIGATIONS 37

10: FINANCING 40

11: FRANCHISOR'S ASSISTANCE,

ADVERTISING, COMPUTER SYSTEMS AND TRAINING 42

12: TERRITORY 58

13: TRADEMARKS 60

14: PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION 62

15: OBLIGATION TO PARTICIPATE IN THE

ACTUAL OPERATION OF THE FRANCHISE BUSINESS 65

16: RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL 66

17: RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION 66

18: PUBLIC FIGURES 74

19: FINANCIAL PERFORMANCE REPRESENTATIONS 74 0) 20: OUTLETS AND FRANCHISE INFORMATION 80

21: FINANCIAL STATEMENTS 109

22: CONTRACTS 109

23: RECEIPTS Ill

Exhibits

A List of State Agencies/Agents for Service of Process B Franchise Agreement C-l Oven Lease C-2 Oven Payment Agreement D-1 Franchise Agreement — Non-Traditional Restaurant D-2 Franchise Agreement — Sponsorship Non-Traditional Restaurant E Development Agreement F Authorization of Automatic Withdrawal G Cheese Purchase Agreement H Advertising Agreement I Operating Manual Table of Contents J Cooperative By-Laws K Owner Agreement L Form of Authorization to Transfer M List of Franchisees N Exhibit to Item 20 O Financial Statements P Final Page Receipt

(ii) ITEM^THEFRANCHISO^ANDANY PARENT^PREDECESSORS AND AFFILIATES

TheFranchisor is Papa John's Intemafiona^ Inc. For cascofrcfcrcncc,Fapa John's h^tcrnafion^ Inc. will he referred to as "wc^''us''or "Fa^^ Wc wilt refer to the person or entity who hnys the franchise as "yon" thronghon^ Document. If you arcacorporation, partnership or limited hahihtycompany^ccrtain provisions of the agreements also apply to your owners and will he noted.

WcarcaDcIawarc corporation incorporated on JuIy2^I99I. Wcdo business as Fapa John's International,Inc.and FapaJohn's. Ourprincipai business address isF.O.Box 99900,2002 FapaJohn's Boulevard, Louisville, Kentucky 40269-0900. Wcopcratcand sell franchises for the operation ofpizza businesses known as Fapa John's restaurants. Wcalso sell certain items to our franchisees.

FapaJohn'sFizzawasstartcdin March ofI984byBAM, Inc.,an Indiana corporation which opcratcdarcstaurantandtavcm. Our founder and chairman wasaprincipalofBAM, Inc. DAM, Inc.'s principal business address was 1448 Gateway Fiaza,JcffcrsonviIIc, Indiana. ThcFapaJohn's pizza business of BAM, Inc. was acquired by our prcdcccssor,Schnattcr^Lhringcr, Inc., in DcccmbcrofI985.0urfbundcrand chairman wasafbundcrandprincipalofSchnattcr^Fhringcr, Inc.,which wasoriginailyincorporatcdinlndiana on Decembers, 1985 andsubscqucntly changed itsnamctoSchnattcr-Fhringcr,Inc. Schnattcr-Lhringcr,Inc changed its name to Fapa John's International, Inc.(hcrcinafrcrrcfcrrcd to as "FJIndiana") in October ofI989. In Novcmb^ FJIndiana was merged into Fapa John's. That transaction changed our corporate domicile from Indiana to Delaware.

Asarcsult ofthe mcrgcr,FJIndiana ceased to cxist.FJIndiana's principal placcofbusincss wasII492 BIucgrassFarkway, Suite 175 Louisville, Kentucky 40299. All of the issued and outstanding stockofBAM, Inc.was soldbyour founding stockholders in March of1987,and at present neithcrwe nor any of our stockholders, officers or directors have any interest in BAM,Inc.

AsofDcccmbcr 29,2013,wc owned and opcratcd474 restaurants in the United States and intend to own and operate additional restaurants in the fixturedirectl y or through our affiliates^ including ourwholly-owncd subsidiary FapaJohn's USA, Inc.,aKcntucky corporation, organi^^ onJanuary17,1991("FJUSA"). Wcalsoownama^ority interest in one franchisee that operates 81rcstaurants,oncfranchisccthatopcratcs52rcstaurants,oncfranchisccthatopcratcs33rcstaurant^ andoncfranchisccthatopcratcs25restaurants FJUSAalsooffcrsccrtaincomputcrcquipmcntand services to franchisees and provides accounting services for certain of our franchisees. FJUSA's principal business address is the same as ours. Wcalsoownandopcratc 58 restaurants outside the United States

Wchavcanothcrwho11y-owncdsubsidiary,FJFood Service, Inc.,aKcntucky corporation, organized in December, 1991("FJFood Service"). FJFood Service distributes and sells approved products to Fapa John'srcstaurants that wc ownandFapa John'srcstaurantsowncdby our franchisees. FJFood Service's principal business address is the same as ours. FJFood Service operates regions dough produ^ supply a^ Papa Johu^srestaurants in the eoutiguousU.^states.

Another wholly-owuedsuhsidiary,Preferred Marketing Solution Papa Johu^sSupport Services, h^e^also formerly Printing and Prom^ Novel Approach Promotions, h^e.,aKentuel^ corporation incorporated in September of providesfranchisees withcatalogsfrom which smallwares,unifbrms, promotional items and pre-approved, printedmarketingmaterials can heordered.WeacquiredPMS in Septemherofl99^ PMS's principal husinessaddressis2001PapaJolm'sBoulevard,l^uisville,Kentucl^4^ also does business under the name Preferred Printing and Promotions.

I^sk Services Corp.,awholly-owned subsidiary (^skServices^aKentuckyco^ organized in October ofl995,began writing insurance policies for our franchisees in Octob^^ 1996 as an agent ofWausau Insurance Companies. Risk Services now writes policies through insurance carriers rated^'or better by A.M.Best Company.Risk Services receivesacommission from the insurance carrier based on its sales of policies. Risk Services is one of our approved insurance providers(see Item 8). Risk Services'principal business address is the same as ours.

Pinally,CapitalDelivery,Ltd.,awholly-ownedsubsidiary^COL^,aKen^^ organized in March of 1995,provides financing to certain franchisees as described in ItemlO. CDLs principal business address is the same as ours.

PapaJolu^'sagentsfbrserviceofprocessinthosestatesthatrequirefranchiseregistrationan in which we are registered are disclosed in Exhibit A.

The PapaJohn's franchise thatweofferisaretail restaurant devoted primarilyto the saleof pizza andrelatedfbod products. ThemajorityofPapaJohn's franchises are operated onadelivery and carry-out basis. However, there areafew restaurants that offer dine-in service and there may be additional restaurants with dine-in service developed in the future. Wealso permit development ofrestaurants in non-traditional venues, such as sports stadiums and food courts. The traditional Papa John's franchise is typically operated in leased space located on or near main thoroughfares. Restaurants operated under ourNon-Traditional Program are typically located in sports stadiums or arenas and generally do not offer delivery service.

Weofferindividuals, corporations, limitedliabilitycompaniesorpartnershipsadevelo^ agreement (the "Development Agreements, the form of which is attached as grants the right and obligation to establish and operateacertain number ofPapa John's restaurants inaspecifiedarea(the "Development Area"), overaspecified period of time at specific locations tobedesignatedin separate franchise agreements. Wealsocurrentlyofferadevelopmentincentive program. The eligibility requirements for the incentive program are described on the following pages. Eachrestaurantmust be openedin accordance with the developmentschedulesetfbrth in the Development Agreement. Acondition to exercising each development right is that you securea location that we approve. Afrerthe location fbrthefrrstrestaurant is approvedandalease is fully signed(or in the eventofapurchase, title is conveyed to you),you must signafranchise agreement (the''Franchise Agreement") in the form attached as ExhihitR.This Franchise Agreements

-2- the contraction and operafio^ There arc separate fees paid nndcr the Development Agreement and the Franchise Agreement.

fn2014, wchcganoffcringa2014NcwDcvciopmcntfnccntivc programme "2014 Development Incentives Undcrthc2014Dcvciopmcnt Incentive program, ifafranchisccsignsa new Development Agreement on or heforc December 28,2014,wc will provide the fbiiowing benefits for ait traditional restaurants developed pursuant to the Development Agreement that arc opened and opcratingin accordance with the scheduled opening dates providedin the Development Agreement.

(a) Wcwiii waive the Development Fee and Initial Franchise Fee. Although wc will require you to paya$5,000 deposit pcrrcstaurant, the deposit for each Restaurant will be rcfundc if the restaurant opens on or before its scheduled opening date as provided in the Development Agreement.

(b) FJUSAwillprovidca3^monthlcascontwoMiddlcbyMarshall,modcl770W^ ovcns(or another model of similar capacity specified by us).During the lease period no monthly payments will be required, ffthc restaurant is still open and you arc in good standing, you can purchase the equipment for $50 at the end ofthe lease period. The form ofthe lease agreement for the equipment is attached hereto as Exhibited, ffyou anticipate receiving this incentive, but arc unable to openarcstaurantin time to qualifyfbrthc equipment lease, you will be required to payfbr the equipment. Howcvcr,FJUSA willoffcryouapaymcntagrccmcnt, thefbrmofwhichisattach^ hereto as Exhibited, ffthc restaurant closes, oryou arc otherwise not in good standing during lease period, wc may rcquircyoutopay for thecquipmcntor repossess anddisposcofthc equipment, at our election.

(c) Wcwill waive the Royalty for 12months from the date the restaurant is scheduled to open. After the firstl2 months, the royalty will increase byl^annually until reaching the standard royalty rate after five years. After the fifth year, the royalty will revert to the amounts required undcrthc Franchise Agreement. Inaddition, ifaRcstaurant opens 30 days ormorc before its scheduled opening date as provided in the Development Agrccmcnt,FJFood Service will issue toyouacrcditof $3,000 to bcapplicd to the purchascoffbod supplies or other goods ftomFJFood Service.

In ordcrtoqualifyfbrthcbcncfttsoffcrcd undcrthc 2014Dcvclopmcnt Incentive program, you must remain in good standing undcryour Development Agreement and Franchise Agreements and current in amounts owed to us or our affiliates. Also, a restaurant must be open to the public and operating during normal business hours on normal business days to be open and operating for purposes of qualification for the incentives that arc based on a specified openingdatc. A promotional, token or "soft" opening ofarcstaurant followed by closure for 48 hours ormorc docs not constitutc"opcn and opcrating"fbr purposes of thcDcvclopmcnt Schedule. If you failto maintain good standing status, wc may: (a) require payment ofour standard initial Franchise Fee ($25,000) for each restaurants and (b)rcvokc the Royalty reduction and begin collecting the then- current Royalty rate.

-3- ReopeningaPapaJohn^re^aur^ be mcludedinthe Development Agreementb^eentivedoesnotapplyto^^tbe reopening ofarestanrantt^ or an affiliated franebisee^b)reioeation^(e)restanrants that are already open and oper^^^ (d) restaurants already sebednled to open nnder an existing Development Agreement.

Eligibilityto participate in tbe2014Development^eentiveprogram will also beeonfi^ your agreeing:(a)to support, and vote in accordance with, onrreeommended position in eaeb Papa Jobn^ssystemvoteinvolvingtbePapaJolm'sMarketingPund,lnc.fbraperiodofoneyearafiertbe opening date of each restaurant that is subject to tbeincentive,wbicb agreement we may at our discretioneffectbyuseofasignedproxy^ and (b) to support eacb Papa Jobn^s-recommended national pricing point by not opting out of any sucb recommended promotion and by offering tbe recommended price point at eacbofyour restaurants tbat is subject to tbe incentive, including but not limited to any national offer promoted on tbepapa^obns.com borne page.

We also offer a program pursuant to wbicb we, in our discretion, may permit tbe developmentandoperationofPapaJobn'srestaurantsatnon-traditionalsitessucbasmalls,bospitals, schools, airports, parks (including tbeme parks), sports arenas and stadiums, military bases, stations,travelplazasandentertainmentvenues(tbe"Non-TraditionalProgram"). If you are authorized todevelop and operateaPapaJobn'srestaurantpursuantto tbe Non-Traditional Program (a"Non-Traditional Restaurant"), youmust do so underthe Development Agreement and ourthen- current standard form ofNon-Traditional Franchise Agreement, attached as Exhibit D-I. ANon- Traditional Restaurant may be operated inayear-round location with relatively stable customer traffic, inalocation that necessarily (in our determination)operatesfbralimited number of dates or specific events, such asasports stadium, orinalocation that operates onaseasonal basis. Some Non-Traditional Restaurants are operatedpursuantto, or in conjunction with, asponsorship arrangement wherein thefranchisee (or sometimesacooperative group of franchisees) paysa significant fee for certain sponsorship or advertising rights in the venue where the Non-Tradit^ Restaurant is located, or in connection with the activities ofthe venue's principal tenant oruser(fbr example,aprofessional sports team). In those instances, we offeraSponsorship Non-Traditional Franchise Agreement, the form ofwhich is attachedhereto as ExhihitD-2. As the requirements fb^ Non-TraditionalRestaurants are, in some areas, significantly different than those applicable toa standard Papa John's restaurant, some of the disclosures in this Disclosure Document may not be applicable to Non-Traditional Restaurants. Where appropriate, the differences are noted. Also, as therequirementsfbraSponsorshipNon-TraditionalRestaurantare, in some areas, significantly different from the requirements ofanon-sponsorshipNon-Traditional Restaurant, some of the disclosures in this Disclosure Document concerning Non-Traditional Restaurants may vary for, o^ not be applicable to, Sponsorship Non-Traditional Restaurants. Where appropriate, the differ arenoted.Otherwise,allreferencestoaPapaJohn'srestaurantincludeNon-TraditionalRestaur^^ andallreferencesto"Non-TraditionalRestaurant" include SponsorshipNon-TraditionalResta^^

Non-Sponsorship Non-Traditional Restaurants are eligible for incentives under the 2014 Development Incentive program at our discretion, ffweapproveanon-traditional restaurant or Restaurantsfbrparticipationinthe2014Developmentlncentive, we willofferthefbllowm^ incentives:

-4- Waiver of the Initial Franchise Fee (snhjeetto thedeposit andqnaiitieation provisions described heiow).

or36 month lease onaMiddiehy-Marshaii oven set (or another model of similar capacity specified hyus^as described above Alternatives ifthefacilitym whichaNon-Traditional Restaurant will be located already has approved ovens, an opening award of$10,000 will be paid instead.

The Royaltywill be waived fiom the date the restaurant opens until six months after the scheduled opening date.

Inaddition,ifaNon-Traditional Restaurant is open and operating at least 30 days prior to the scheduled opening date provided in the Development Agreement, you will receivea$3,000 credittowardspurchaseofgoodsftomFJFood Service

Adepositof$5,000 per restaurant must be paid at signing of the Development Agreement undertheprogram.However,arefundof$5,OOOperrestaurantwillbepaidforeachrestaurantthat opens on or before its scheduled opening date.Ifarestaurant does not open on time, no award will be paid and the deposit will be forfeited.

Wewill determine, in ourdiscretion,whetheraNon-TraditionalRestaurantwill be eligible to participate in these incentives. Typically,toqualifyforparticipation in development incentives, we requireaNon-Traditional Restaurant to be scheduled to be openedaminimumoflOO days per year (fbrexample, a stadiumlocationthatisopenonly tendaysayear would notqualify). Sponsorship Non Traditional Restaurants will be considered forparticipation in some above incentives, atoursole discretion. IfyouaredevelopingaNon-Traditional Restaurant, we will inft^rm you ofitsqualification(ornon-quahfication) for the above development incentives before you sign anybinding contract orpayanyfee in connection with the restaurant.

FapaJohn'srestaurantsarecharacterizedbyauniquesystemwhichincludes^specialrecipes and menu items^ distinctive design, decor, color scheme and furnishings^ software and programs^ sta^dards,specificationsandproceduresfbroperationssystemsfbrcornmunicatingwithus,su^ and customers^ procedures for quality controls training and assistances and advertising and promotionalprograms^ all ofwhichwemayimprove, amend andfurther develop from time to time (the "Systems

TheSystemisidentifiedbymeansof certain tradenames,servicemarks, trademarks,slogans, logos and emblems, including, but not limited to, themarks"FapaJohn's,""Fapa John's F^ "FizzaFapaJol^'s^Design" (the Fapa John's logo)and such other trade names, service mar^^^ trademarks, slogans, logos and emblems as we may designate fbruse in connection with the System from time to time(the "Marks").

You will be competing with other restaurants, quick servicerestaurants, full service restaurants, grocery and specialty stores that offer pizzaand similar items and similar type

-5- busmesse^These include nation The markets quick service pizza restaurant is developed in most areas.

Generally, there are no regulations specific to the operation ofaquick service restaurant, although youwill he required to complywith all local, state and federal health and sanitations^ in theoperationofyourrestaurant.Theremayhe other laws applicahletoyourhusiness and weurge you to make further inquiries ahout these laws.

Gurpredecessor,BAM, Inc.,sold pizza underthe name "Papa John's Pizza"fromMarch of 1984 through Decemherofl985. DuringtheperiodthatBAM, Inc.operated the Papa John's Pizza husiness,no franchises were offered or sold. As described ahove,PJlndiana acquired the Papa Jolu^'sPizzahusinessfiomBAM,h^c.and, fromDecemherofl985 to Novemherofl991,conducted ahusiness of the type to he conducted hy our franchisees. PJ Indiana offered franchises fiom January 1986 until November 1991. During the periodPJJndiana operated the PapaJohn's Pizza business,77 franchises were sold. We are the successor to all the rights and obligations ofPJ Indiana and continue to operate Papa John's restaurants directly or throughPJUSA, and we have offered the franchises described in this Disclosure Document since the merger.

Wedonotnow,andexceptasdescribedbelow,neitherPapaJohn'snor any parent, predecessors or affiliates have ever offered franchisesi n other lines of business. In 1999, we acquired Perfect Pizza Holdings, Ltd. operator and franchisorofachainofpizz a restaurants in the United Kingdomunderthe name "Perfect PizzaB'^ Perfect Pizza brand exclusively in the United Kingdom. In March 2006,we sold all ofour interest inthePerfectPizzabusiness.FromSeptemberl998untilMarch2008,wefranchisedonerestaurant in Last Lansing, Michigan under the alternative trade name "Papiano's." Except fbrthe alternative trade name, this restaurant operated under the Papa John's system. The restaurant closed in May 2008

ITEM 2: BUSINESS EXPERIENCE

Founder, Chairman and Chief Executive Officer: John H. Schnatter

John Schnatter created the Papa John's concept and founded our predecessor, PJ Indiana, in 1985. From 1983 to 1987, Mr. Schnatter was a director/shareholder and president ofthe predecessor, BAM, Inc. John Schnatter has served as Chairman of the Board of Papa John's since 1991 and also as Chief Executive Officer from199 1 to 2004. He reassumed the role of Chief Executive Officer in January 2009. He served as CEO of PJ USA from October 1993 to May 2007, PJ Food Service from December 1991 to May 2007, and PMS from November 1993 to May 2007. Mr. Schnatter has owned an interest in one or more of our franchisees since 1986.

-6- Senior Vice President-and Chief Operating Officer: Anthony N. Thompson

Tony Thompson joined Papa John's as Steve Ritchie

Steve Ritchie was promoted to Chief Operating Officer of Papa John's in May 2014. Steve began with Papa John's as a general manager in 1996. From 2000 to 2003. he served as an area supervisor in the Louisville. Kentucky market. From 2003 to 2006. he was Director of Operations in our Midwest Division. From 2006 to 2010. he was principal operator for Capital Pizza, a Papa John's franchisee that operates 19 Papa John's restaurants. From July to December 2010 he served as our Vice President, 066Global Operations in November 2006. HeSupport & Training and was appointed Senior Vice President, PJ Food Service in April 2009, President, PJ Food Service in May 2010 and Executive Vice President of GtobalGlobal Operations and Global Operations Support and Training in May 2013. He was named Senior Vice President, North American Operations in December 2010. Ik was named Chief Operating Officer in July 2012 and President in August 2013. Mr. Ritchie has owned an interest in one or more of our franchisees since 2006.

Senior Vice President and Chief Administrative Officer, Chief Financial Officer and Treasurer: Lance Tucker

Lance Tucker was appointed Chief Financial Officer of Papa John's in February 2011 and was named Chief Administrative Officer in July 2012. He initially began with Papa John's in 1994 as a manager in the finance department. In March 2003, he became CFO of Evergreen Real Estate, LLC, a property development company in Louisville, Kentucky that is owned by our founder and Chief Executive Officer, John Schnatter. Mr. Tucker returned to Papa John's in June 2009 as Chief of Staff and in May 2010 was named Senior Vice President, Strategic Planning and Chief of Staff.

Senior Vice President, Global Operations and Global Operations Support and Training: Steve Ritchie .

Steve Ritchie was appointed Senior Vice President, Global Operations and Global Operations Support and Training in May 2013. Steve began with Papa John's as a general manager in 1996. From 2000 to 2003, he served as an area supervisor in the Louisville, Kentucky market. From 2003 to 2006, he was Director of Operations in our Midwest Division. From 2006 to 2010, he was principal operator for Capital Pizza, a Papa John's franchisee that operates 19 Papa John's restaurants. From July to December 2010 he served as our Vice President, Global Operations Support & Training. He was named Senior Vice President, North American Operations in December 2010. Mr. Ritchie has owned an interest in one or more of our franchisees since 2006 - North American Franchise Operations: Simon Smith

Simon Smith joined Papa John's in April 2006 as a Franchise Business Director. He was promoted to Division Vice President for the West Division in July 2012 and was named Vice President North American Franchise Operations in May 2014.

-7- Division Vice President - Midwest Division: Mike Coomes

Mike Coomes joined Papa John's in 1995 as an opening coordinator. During 1997-98 he served as Manager of Franchise Development. He became Franchise Training Program Coordinator in 1998 and People Services Director in 2000. Mike was named Regional Franchise Director in 2002 and Franchise Business Director in 2005. He was promoted to Operations Vice President in April 2007 and Division Vice President - Midwest Division in September 2008.

Division Vice President - East Division: Bo Czyz

Bo Czyz joined Papa John's as Operations Vice President in August 2007 and moved to the East Division in July 2012. He was named Division Vice President - West Division in January 2008. Prior to joining Papa John's, Bo was Vice President of Operations for Pizza Inn in Dallas, Texas from April-July 2007 and Area Director for Applebee's in Overland Park, Kansas from April 2003 to December 2006.

Division Vice President - West Division: Simon Smith

Simon Smith joined Papa John's in April 2006 as a Franchise Business Director. He was promoted to Division Vice President for the West Division in July 2012.

Division Vice President - Southeast Division: Rick Thompson

Rick Thompson joined Papa John's as an Area Supervisor in September 2001. He became a Director of Operations in August 2002 and Corporate Operations Vice President in July 2004. He was named Division Vice President - Southeast Division in June 2013.

Division Vice President - West Division: Michael L. Meche

Michael Meche was named Division Vice President - West Division in May 2014. Mr. Meche has been with Papa John's since 1993. beginning as a shift leader in Carrollton. Texas. From 2009 to 2011. he served as Director of Operations in the Dallas. Texas market. In 2012 he was named Operations Vice President for the Phoenix. Arizona and Denver. Colorado markets.

Senior Vice President and Chief Development Officer: Timothy C. O'Hem

Tim O'Hem began with Papa John's in October 1995 as Construction Manager. He became Director of Franchise Development in May of 1996 and Vice President - Real Estate in March of 1997. In 1998, his title was changed to Vice President of U.S. Development. In February 2001, he assumed responsibility for international as well as domestic development. In 2007, he left Papa John's corporate to focus on his Papa John's franchises. He returned as a consultant to Papa John's in March 2009 and became Senior Vice President, Development, in May 2009 and Chief Development Officer in July 2012. Since 1993, Mr.

-8- O'Hern has been president ofCapi^ Mr. O'Hem has owned an interest in one or more ofonr franchisees sinee 1993.

Vice President, International Finance and Deveiopment: Joe Smith

Joe Smith joined Papa John'sas Senior Director ofFinanciai Reporting in May 2000. He was promoted toVice President of Corporate Finance in Jniy 2005 and was named Vice President, International Finance^DeveiopmentinJannary 2007.

Vice President-Development: Don Graham

Don Graham was hired hy Papa John's as Senior Director ofDeveiopment in April 2000 He was promoted toVice President-Development in Angnst 2007.

Senior Vice President, Information Systems and Project Management: Cynthia McGieiien

CynthiaMcCieiienwashiredhyPapaJohn'sasdirectorofeCommerceandProgramdesign ^Execution in Fehmary 2009 She was promoted toVice President, Enterprise Project ManagementGffrceinJniy2009andto Senior Vice PresidentGlohailnfbrmation Systems andProject Management Office in Jniy2010.From March 1986toFehmary 2009 she was emp1oyedattheEonisviiie,Kent^c^officesofWeiipoint,amanagedheahhcarecompany, where she servedas Vice President, FnterpriseOperationsfrom2006 to Fehmary 2009 and Regional Vice President, Central Region from200 5 to 2006.

Senior Vice President, R^D,OAand Supply Chain: Sean Mnldoon

SeanMnldoonhasheldvariouspositionswithPapaJohn'ssince 1996 In October 2005 he was named Vice President, Partner Development. FromMarch2007 to July 2009,heserved as Vice Presidentand General Manager ofPMSInJnly 2009 hewasnamedVice President, SnpplyChain Management and inMay2010he was promoted to Vice President, Research ^Development, duality Assurance and SnpplyChain Management

Senior Vice President^ChiefMarketing Officer: Rob Kraut

Rob Kraut was appointed Senior Vice President^ChiefMarketingOfficerofPapaJohn's in October 2013 FromJanuary2010toAugust2013,hewas Senior Vice President, Marketing^AdvertisingfbrArby'sRestaurantGroup in Atlanta, Georgia He was Vice President, Marketing Conm^unications for Pizza Hut, hie.in Dallas,Texas from Decemb^ 2006 to December 2009

Vice President, Global Field Marketing: Melissa Richards-Person

Melissa Richards-Person was hired as Senior Director ofAdvertising and Promotions for Papa John's in August 2009. In May2012 she was named Senior Director, Field and Regional Marketing and was promoted to Vice President, Partnerships and Field Marketing

9 mMay2013 In Febmary^^she was named Vice ^ FromFebmary2008^Augnst^ Ine^aheahh care insurance company in Lomsviiie^Kentneky.

VicePresiden^ Brand Content^Advertising: Patricia Dunigan

Pat Dnnagin was appointed Vice President, Brand Content^AdvertisingofPapa John's in Jannary^OI^ Prom June to December 2013, she served as Creative ^ Strategy Consnhant for Snhway Restaurants in Mi^ shewasManagingDirector, Senior Partner ofOgiivy^Mather, an advertising, mar^^ and puhhc relations agency in NewYork,NewYork. Prom August 2005 to June 2010she was Senior Director,Advertising^ConsumerTouchpoints for Pizza Hut in Da1ias,Texas.

Vice President ofDigitai Marketing Jim Ensign

Jim Ensignjoined Papa John's as Senior Director, National Pield Marketing and Media in August 2003. He was named Vice President, Marketing Communications in August 2005 and Vice President ofDigitai Marketing in October 2009.

VicePresident,CorporateOperationsandOioba10perationsSupportandTraining:Edmond

EdmondHeeian joined Papa John'sasatraining coordinator in 2000. In January 2003,he became Director of Operations in the Greensboro, North Carolina market. In January of 2008,he was named Director ofNew Product Implementation and in Pebruary20f1he became Senior Director of Global Operations Support andTraining. He was promoted to Vice President, Global Operations Support and Training in August 2011 and added responsibility for corporate operations in May 2013.

Director: NorbomeP.Cole^Jr

Norbome Cole was elected to the Papa John's board ofdirectors in May 2003. Mr. Cole is ViceChairmanoftheboardofdirectorsofSi1verEag1eDistributors,E.P.ofHouston,Texas, adistributorofAnheuser-Busch and otherproducts.Mr. Cole retired in 1998 aftera32-year career with the Coca-Cola Company and its bottlers, most recently serving as Managing Director/CEOofCoca-Co1aAmati1ofSydney,Austra1iafrom 1994 to 1998

Director: Christopher E.Coleman

ChristopherColemanwas appointed to the Papa John'sboard of directors in October 2012. Since1989,Mr.Co1emanhasbeenemp1oyedbyNMRothschi1d^SonsEimited,afinancia1 services company headquartered in Eondon, England, where he currently serves as Head of Banking and Managing Director.

10 Direct Philip Guarascio

PhiiipGuarasciowasappointed^ May 2000, M^Guarascio hashed the CEO ofPGVen^sLLC,a services eonsuhing firm in Plymouth, Massachusetts Prom Septemherofl985 until his retirement in May 2000, he wasamarketiug executive with Oeueral Motors Corporation, servingasVicePresident,AdvertisingandCorporateMarketingatthetimeofhisretireme

Director: OliviaE.Kirtley

OhviaKirtleywaselectedtothePapaJohn'shoardofdirectorsinMay2003. Shepreviously served as Chairman ofthe Board ofExaminers ofthe AmericanlnstituteofCertifiedPuhlic Accountants in NewYork,NewYork. Prom 1980 to 2000, Ms. Kirtleywas employed hy Vermont American Corporation,amanutacturer and marketer of power tool accessories located in l^uisville,Kentucl^,last serving as Vice-President and ChiefPinancialOffi^ fioml991to2000

Director: EauretteKoellner

EauretteKoellnerwas appointed to the PanaJohn'sBoardofDirectors in June 2014. Prom June 2012 to May 2014, she served as Executive Chairman oflntemational Lease Finance Corporation, an aircraft leasing company headquartered in Eos Angeles. Calitbrnia Prom 2009 to 2012 she served asaBoardmemherofAmerican International Group, an insurance companvhasedinNewYorkandshecurrentlyservesasahoardmemherofHillshire Brands, atbod company hased in Chicago, Illinois,and Celestica, an electronics manu^cturing servicescompanvhead^uarteredinToronto, Canada. Ms.Koellnerretiredfiom the Boeing Company,an aircraft companvwith its corporate headquarters in Chicago, after 30 years of ^^i^

Director: Mark Shapiro

MarkShapiro wasappointedto the PapaJohn'sBoardofDirectorsinPehruary 2011. Since May 2010, Mr.Shapiro has servedasChiefExecutiveOtficerofDickClarkProductions,a leadingindependentproduceroftelevisionprogrammingwithheadquartersinSantaMonica, California. Erom2005 to 2010hewas President and ChiefExecutive Officer ofSix Flags, Jnc.atheme park company hased in Grand Prairie,Texas. Prior to joining Six Flags, Mr. Shapirospentl2yearswithESPN,Jnc.acahleteleyisionsportsprogrammingnetworkhased in Bristol,Connecticut,where he served as executive vice president, programming and production.

Director:WilliamMSti^et

William Strcctwas appointed to the PapaJohn^s Board ofDirectorsinDcccmh^ also serves on the hoard of directors ofBro^n-FormanCorporation,adiversifiedeonsun^^

11 products company based in Louisville, Kentucky. In 2003, he retired as President of Biown-Fomian, where he had spent his entire career, beginning in 1963:

Director: W. Kent Taylor

Kent Taylor was appointed to the Papa John's board of directors in May 2011. Mr. Taylor is the founder of the Texas Roadhouse chain, a casual dining concept based in Louisville, Kentucky and has served as Chairman of the Board of Texas Roadhouse, Inc. since 2004.

ITEM 3: LITIGATION

Bucks County Employees Retirement Fund v. Hillshire Brands Co.. et al. Circuit Court for Baltimore City. Maryland, case file number 24-C-14-003492. On June 4.2014. a shareholder class action lawsuit was filed against Hillshire Brands Co. and several other defendants, including members of Hillshire's board of directors. One of our directors. Laurette Koellner. is also a board member of Hillshire Brands and is named as a defendant in the lawsuit. Papa John's is not otherwise affiliated or connected with Hillshire Brands or any of the other defendants and Papa John's is not involved in the lawsuit. The lawsuit alleges that Hillshire's directors breached their duites of care, loyalty and good faith by amending Hillshire's bylaws to place unreasonable requirements on stockholder nomination of director candidates and entering into a merger agreement for the acquisition of another company. Pinnacle Foods Inc. The suit seeks a declaration that the proposed merger conflicts with the fiduciarydutie s of Hillshire's directors. As of the date of this disclosure document, the case remained pending.

PJCOMN Acquisition Corp. and Essential Pizza, Inc. v. Papa John's International, et. ah Hennepin County, Minnesota District Court, case file number 27-CV-l 1-13948. On June 28,2011, Papa John's franchisee PJCOMN Acquisition Corp., which operates Papa John's restaurants in Denver and Minneapolis, and its corporate shareholder, Essential Pizza, Inc., filed suit in Minnesota state court against Papa John's, PJCOMN, LLC ("PJCOMN"), Blackstreet Capital Management, LLC ("Blackstreet"), Armistead Burwell and Angel Donchev. PJCOMN is the former owner of PJCOMN Acquisition Corp.'s Papa John's restaurants and Blackstreet, Armistead Burwell and Angel Donchev are the owners of PJCOMN. The complaint alleged that Papa John's committed common law fraudand/o r negligent omissions in connection with PJCOMN Acquisition's purchase of its Papa John's restaurants from PJCOMN. The franchisee later amended its complaint to add PJ Food Service and Risk Services as defendants and to add complaints alleging that: (a) Papa John's and Risk Services negligently failed to inform the franchisee about the risks of operating a pizza delivery business, particularly with regard to wage and labor laws and the availability of insurance coverage for claims under those laws; and (b) that PJ Food Service provided defective pizza dough to the franchisee'sDenve r restaurants because of the altitude. The franchiseesough t an unspecified amount of damages, but the complaint stated that the franchisee's damages exceeded $50,000. Papa John's believed that the filing of the lawsuit in Minnesota state court was improper because the claims fall within the arbitration provisions of the franchise agreement; accordingly, Papa John's filed actions seeking to compel arbitration of the franchisee's complaints as provided in the franchise agreement. On September 27,2011, PJCOMN filed a petition for bankruptcy under Chapter 11 of

-12- theu^Ban^p^ycode^^ GnJanua^ ase^ementagreement with thefranchisee The settiementagreementwasapprovedhythe hankmpteyeonrtonFehmary22,20^ The settlement agreement provides fbrasaie of the franehisee'srestanrants and dismissal of ail htigation between the parties, without hahihty on the part ofPapaJohn'sor the payment of any moneyto the franchiseeh y Papa John's.

Papa 3605, LLC and Muhammad Whaiav.PapaJohn'sh^ternationai,h^c,UnitedS^^^ DistrictCourtforthe District ofNew Jersey our franchisee, Papa 3605,LLC and one ofits owners, Muhammad Whaia, filed suit against Papa John'sJntemational, Inc. in New Jersey state court Weremoved the case to federal district court The franchiseeallege d that Papa Jolm'sactedimproperlyinterminatingthefranchisee'sfr^ agreementf^rits PapaJohn'srestaurant in Livingston, New Jersey. PapaJohn'shad terminated the franchise agreement based on the franchisee's failure of threeconsecutivemission critical evaluations (or MCLs, our standardscompliance inspections)andfbr transferringownership interests in the franchise without complying with the approval process set forth in the franchise agreement. The franchisee'scomplaint sought damages from Papa John'sbut did not specie an amount.The franchiseeinitiall y obtainedatemporaryrestrainingorderin the New Jerseystatecourt allowingtherestaurantto remain in operation.The federal courtdissolved the restraining or^^ we allowed the restaurant to remain in operation pending settlement negotiations. Thefranchisee also filed an arbitration action against Papa Jolm'swith the American Arbitration Associate thatproceedingdidnotprogressduetothependingresolutionofthedispute lnPebruary2012,we entered intoasettlement agreement with the former franchisee,which resolved the case. The principal terms ofthe settlement are confidential but involved payment of$17,500 to the former franchisee by Papa John's.

Laredo Market Pizza, lnc.v.PapaJohn'slnternational,lnc,^^,WebbCountv,Te^ District Court, Cause No2010CYP001191-DlandAmericanArbitrationAssociation Case No52 ^^00474 10. OnJuly 8,2010, PapaJohn'sfranchisee Laredo Market Pizza, Inc.filedalawsuit againstus,PJUSA,anotherfranchisee and one of our employees in District Court in Webb County Texas. Thelawsuit alleged thatourterminationofthefranchisee'sfranchise agreement was improper, that we breached the franchise agreement, that we fraudulentlyinducedth e franchisee to enterinto its developmentagreementandfranchiseagreement and thatwetortiouslyinterfered with the franchisee'scontemplated sale of its two Papa John'srestaurants to another franchisee. The complaintsoughtatemporaryandpermanent injunctionagainstterminationofthefranchise agreement,damages and attorney fees. The complaint did not specify the amount of damages sought. On September 26, 2011we entered intoasettlement agreement which resolved the case. The principal terms of the settlement are confidential but involved Papa John'spurchasing the fbrmerfranchisee'stwo restaurants for $400,000.

Parmaksizv.PJPoodService, Inc.,Retired Judges Mediation and Arbitration (no case number assigned) in Louisville, Kentucky. On March 22, 2005, Yaman and MugeParmaksiz, prospective PapaJohn's franchisees, filed an arbitration action against PapaJohn's alleging bre^ of contract, fraud, unlawful termination underthe Illinois Franchise Disclosure Actandmi^^^ disclosures under both the Illinois Franchise Disclosure Act and the Illinois Business Opportum

-13- Sales Law.TheclaimarosefromPapaJo^ with the plainfilfs after DevelopmentFeesrequiredundertheDeveiopmentAgreement T^ the party defendanthy the plaintiffs wasamistake. The complaint requested damagesin an nnspeeifted amount, along with interest, costs, expenses, dishnrsements and attorney fees. On Julyl8, 2005, we entered intoaSettlement Agreement with the plaintiffs, the ter^^ confidential, hutwhichdisposedofall claims andcontroversies between theparties.Pursuantto the Settlement Agreement,we did not admit any wrongdoing or liability or pay any money to the plaintiffs. However, we agreed to enter intoaDevelopment Agreement with the plaintiffs and to waive certain fees that would otherwise be payable to us under the Development Agreement and Franchise Agreement.Wealso agreed to providecertainmarketingassistancetotheplainti^ dollar amount of these concessions cannot be stated as they are contingent upon the plaintiffs achieving certain performance criteria.

Fapa^John^nternat^^ Hannotte, Q.B.No 1479 of200^ Court ofQueen's Bench, Saskatoon, Canada. On Sept^^ 2004, we filedaStatement of Claim againstafbrmer franchisee in the province ofSaskatchewan, Canada seeking to collect approximately $51,000 owed to us pursuant to the franchisee's Development Agreement and Franchise Agreement, and for goods purchased ftom us or our affiliates bythefbrmerftanchisee.OnMarch 29,2005,theparties completed mandatorymediation, which did not resolve the matter. Consequently, the matter was returned to the court's docket on April4,2005 h^ the judicial proceeding, the fb^ Fapa John's breached the Development Agreement andaduty of fair dealing by failing to provide adequatevaluefbramountspaidbythefbrmerftanchisee,causingthefbrmerftanchiseetoincu^^ muchexpense tooquicklyandcausingthe failureofthefbrmerfranchisee'sbusiness. The counterclaim does not specifyamonetaryamount for the claim. As ofthe date of this Disclosure Document, the case remained pending.

Lltlga^onAgamstFranchlseesmtheLastFlscalYear

h^ourmostrecentlycompletedfiscalyearwedidnotinitiateanyactionsagainstfranchisees, or former ftanchisees.

ITEM 4: BANKRUPTCY

Mark Shapiro, a member of our board of directors, formerly served as President and Chief Executive Officer of Six Flags, Inc. Papa John's is not otherwise affiliated or connected with Six Flags, Inc. Six Flags, Inc.'s current address is 924 Avenue J East, Grand Prairie, Texas 75050. Its amusement parks are located throughout the United States.

On June 13, 2009, Six Flags, Inc., together with a number of affiliated companies, filed a petition in bankruptcy under Chapter 11 of the United States Bankruptcy Code. The petition was filed in the United States Bankruptcy Court for the District of Delaware, Petition # 09-12046-CSS.

-14- The case is styled In re Premier Holdings Inc,^^ Six Flags, Inc.is an affiliate of Premier Holdings Inc. Papa John'sis not affiliated or connected with Premier Holdings Inc.

On April 30, 2010, the dehtors'reorganization plan was confirmed and entered hy the hankmptcyconrt. Pursuant totheplan,the debtors reorganized and continue to operate their respective businesses,exceptthatsomeoftheSixPlagsamusementparkswerepermanently closed.

Except as set tbrth above, no person previously identified in ltemslor2ofthis Disclosure Document has been involved asadebtor in banl^ptcyproceedings required to be disclosed in this Item.

ITEM^IN^ALFEES

The number ofre^aurants is dete^ined by agreement betw totbe time tbeDeveiopment Agreement is signed In addition to estabiisbing tbe number of restaurants to be developed in tbe Development Area, tbe Development Schedule in the Development Agreement will also specify when each ofthe restaurants is required to be opened. Underthe2014Development Incentive program, youmustpayusadepositof$5,000perrestaurant required to be developed in the Development Area. The total development tee deposit is computed by the product of the number ofrestaurants to be opened multiplied by $5,000(the "Development Fee").The entireamount ofthe DevelopmentFee is due and payable inalump sum to us atthe time theDevelopment Agreement is signed. Under the2014Development Incentive program,the DevelopmentFeeisreftindabletbreachrestaurantthatopensonorbetbreitsscheduled openingdatc (as provided in the Development Agreement). Ifarestaurant does not open bythe scheduled date providedin the DevelopmentAgreement,wewillretain $5,000 ofthe DevelopmentFee, which then will be considered fully earned and nonrefundable.

Theinitial franchisefe e fbraNon-Traditional Restaurant is $5,000.

Ifthe state in which your Fapa John's franchise will be operated(oralocal taxing authority within the state) imposesasalestax,usetaxor similar taxon the Development Fee or Initial Franchise Fee, we will collect such tax from you in addition to the applicable Fee and remit the amount ofthe tax directly to the taxing authority. This does not include income taxes imposed on us,fbrwhichwearesolelyresponsible.

As described in Item 8, certain items are required to be purchased from us or our affiliates. Some of theseitemswouldbe included as part of your opening inventory or are part of the "Information System" (as defined in ltemll)and therefore would be purchased from us or our affiliates and constitute payments made to us or our affiliates priorto opening. Theamountwould vary but in 2013ranged from $23,210to $73,710, depending on how muchyou purchase from us. Wewill debit your bank account for these purchases as described in Item^below.

15 ITEM 6: OTHER FEES

Name of Fee1 Amount Due Date Remarks

Royalty2'3 5% of Net Sales4 Payable on the 10th We will debit your bank of the restaurant day of each month account for Royalty due6 for each Period5 On-Line 1.5% of Net Sales Payable on the 20th We will debit your bank Transaction via Internet on­ day of each month account for On-Line Fee7 line ordering7 Transaction Fees due6 Transfer $4,000, or if Prior to Payable when the Franchise transfer is of consummation of Agreement, or a material multiple transfer portion of the assets of an restaurants to restaurant or any interest in more than one you is transferred unaffiliated transferee, $4,000 per transferee Renewal $4,000 Upon signing If you meet all the conditions renewal franchise relating to renewal agreement Audit Expenses Cost of audit, 10 days after billing Payable only if understatement understatement of greater plus interest at than 5% 12% per annum Management Compensation, As agreed Payable during period that Fee travel and living we have chosen to appoint expenses of the our manager to manage the appointed restaurant if the Principal manager and a Operator ceases management reasonable per diem fee we determine Costs, Will vary under As incurred Payable if incurred or Attorneys' Fees circumstances suffered by us in obtaining and Pre­ injunctive or other relief for judgment the enforcement of or a Interest failure to comply with the Franchise Agreement and other agreements

-16- Name of Fee1 Amount Due Date Remarks Indemnification Will vary under As incurred You have to reimburse us if circumstances we are held liable for claims arising from your restaurant's operations Marketing Fund Maximum - Up to Payable on the 25th We will debit your bank Contributions 3% of Net Sales day of each month account for Marketing Fund unless higher Contributions due Papa amount approved John's Marketing Fund, by 2/3 majority Inc.6-8 vote of Members.8 As of the date of this Disclosure Document, 4%. Non-Traditional Restaurants pay 25% ofthe standard rate 8 Papa Card Maximum - 2% Monthly We will charge your bank Transaction and of Papa Card account for Papa Card IVR Fees redemption redemption transaction transactions,9 fee*""'" unless we approve a higher rate10

-17- Name of Fee1 Amount Due Date Remarks Cooperative Minimum - 2% of As designated by We and our franchisees may Contributions11 Net Sales; cannot Cooperative form local advertising exceed 6% less cooperatives and establish the then-current fees. Our restaurants have Marketing Fund equal voting power - one Contribution rate restaurant, one vote. If we without majority control any particular vote of the cooperative, we will not restaurants in the charge more than 6% of Net cooperative or by Sales agreement. As of 12/30/13, the highest contri­ bution rate was 31/2%. Non- Traditional Restaurants pay 25% ofthe co-op's contribution rate for standard restaurants 11 Local Minimum - 7% of Must be spent You must submit required Advertising12 Net Sales, less monthly reports documenting your amounts expenditures as we request contributed to the from time to time Marketing Fund and Cooperative13 On-Site $2,000 for a At the time the order We or our agent will install Installation and standard 2-day is released and sent and support the Designated Support Fee14 installation, to the restaurant. Software on your $1,000 per day Information System. For for each each additional day you elect additional day. to have an installer/trainer We may increase on-site, you must pay $750 this fee. per day.

-18- Name of Fee1 Amount Due Date Remarks Software $70 per month. All franchise For software maintenance, Enhancement We may increase restaurants are research and development, Fee""'? this fee. invoiced monthly. enhancements and upgrades and installation media, if any, that we adopt, require or provide. Help Desk Flat fee of $70 Invoiced monthly. The Help Desk provides Service Fee14 per month or per Information System call fee of $80 per procedural, hardware and hour with a % system support. hour minimum. We may increase this fee. Required Will vary under Due upon receipt of We will debit your bank Purchases16 circumstances merchandise or account for purchases from installation of us and our affiliates. The equipment types of items required to be purchased from us or our affiliates are the Information System and related services, Designated Software, pizza dough and pizza sauce. Those items which may be purchased from our affiliates are cheese, pizza toppings, garlic butter sauce, nacho cheese flavored sauce, equipment and small wares package, uniforms, promotional items, printed materials, financing and certain accounting services.

Training Fees $100 per year per Invoiced annually You are required to restaurant participate in our online training system, ULEARN

1/ All fees except Marketing Fund contributions, Papa Card transaction fees, Cooperative Contributions and local advertising are imposed by and payable to us. Except for the Development Fee, all fees paid to us are non-refundable. Under the 2014 Development Incentive program, the Development Fee is refundable for each restaurant that opens on or before the scheduled opening date provided in the Development Agreement.

-19- 2/ Und^heFranohiseA^eme^ Sale^ at anytime However we mayincrease the Royalty oniy if and to the extent that onr franchise agreementthenheingot^red to newfranehisees provides tbraRoyaityat high as the increased rate. Ifthe state in which yonr Papa John's franchise will he operated (oraiocal taxing anthoritywithin the state)imposesasaies tax, nse tax orsimiiartax on the Royalty, we will collect snch tax from yon in addition to the Royalty and rernitthe amount ofthe tax directly to the taxing authority. This does not include income taxes imposed on us, for which we are solely responsible. As further described in the following notes and in Jtem7,the Royalty may be waived or reduced tor specified periods pursuant to the 2014 Developmentfncentive program. Asfurther described in ftem8,you are required to purchase certain food items from our affiliate,PJPood Service PJPood Service's pricing includesunattendeddeliveryservices,whichisdependentonaregularizeddeliveryschedule and routine accessibility ofthe restaurant. In certain Non-Traditional locations, especially Sponsorship NonTraditionallocations,PJFood Service is unable to achieve the economic effrcienciesthatareaffbrdedbyregularizeddeliverytotraditionalPapaJohn'slocati^^ example, the loadingareamaynotbe accessiblebythe largetractor^trailertrucksthatPJ PoodServiceusestoservicetraditionalrestaurants. Also, the irregularscheduleofeventsat aNon-TraditionalRestauranfsvenuemayrequire special deliveries at irregulartimes rather than the regular twice weekly deliveries provided to traditional restaurants. In those cases, PJPood Service mayuseadifferent,higherpricing schedule than the pricing schedule for traditional restaurants, due to the higher costs of servicing the Non-Traditional location. However,ifthatis the case, we will waive the royaltyfbrthe Non-Traditional Restaurantin orderto help offsetthe higher food prices charged.

3/ Underthe 2014 Developmentfncentiveprogram, the Royalty may be waived for certain periods. Ifyousignanew Development Agreement underthe20141ncentive program and arestaurant opens on or before the date specified in the Development Schedule, the royalty will be waived fbraperiodofl2months fromth e scheduled opening date andaroyalty of (i)l%of net sales in the second 12monthsafrerthe scheduled opening date; (ii) 2% ofnet salesinthethirdl2monthsafrerthescheduledopeningdate;(iii)3%ofnetsalesinthethird 12 months afrerthe scheduled opening date; and (iv)4% of net sales in the fifrh 12 months afrerthescheduledopeningdateReginninginthe^yearafrerthe scheduled opening date, the then-current Royaltyrate will apply.

In order to qualify for the Royalty waiver and reductions offered under the 2014 Developmentlncentiveprogram,youmustremainingoodstandingunderyourDevelopment Agreement and Franchise Agreements and current in amounts owed to us or our Affiliates, ffyou fail to maintaingoodstandingstatus,wemayrevoketheRoyaltyreduction and begin collecting the then-current standard Royalty rate under the Franchise Agreement For purposes ofallRoyaltywaivers,arestaurantmustbeopen to the public and operating during normal business hours on normal business days to quali^ for the Royalty waiver A promotional, tokenor"sofr"openingofarestau^ doesnot constitute "open andoperating" for purposes ofthe Development Incentive programs The above royalty component of the Program is applicable only to standard

-20- ^auran^butfbrNon-Trad^ willbe waived fbraperiod of six months

4/ Net Saies is defined as gross revenuesofthe restaurant fbraiipro^^ (whether snob saies are evidenced by eash,eheek, credit, charge aeeonnt or otherwise^less saies tax coiiected and paid to the state or other iocai taxing authority

5/ Period is defined asamonth or muiti-week time fiameconstitutingasingle accounting period Wecurrenfiyspecitya4^5accounting system underwhich the first two Periods inafiscai quarter are^weeks each, and the third Period is^weeks. The cycie is repeated 4times each year.

6/ Prior to opening, you must sign and deliver to us and your hank aii required documents, inciudingtheauthorizationfbrmattachedasExhih^Pthat permit us to debit your hank account (by check, electronic fiinds transfer orvia the Information System or othermeans) for each Period's Royalty, On-Line Transaction Pee, Marketing Pund contributions due to PapaJohn's Marketing Pund,h^c,Papa Card transaction activityandfbranyotheramounts owed to us or our affiliates. Wewill debit your account on the 10th day of each month or on the next businessdaythereafierfbrRoyaltypayments, on the 25th(ornext business day) fbrMarketingPundcontributions and onthe20th(or next business day)fbr On-Line TransactionPees.Wewillinitiateanet debit or credittoyourbankaccountfbrweekly Papa Card transaction activity. Adebit will result fiom customer purchases of cards and/or balance increases andacredit will result from customer cardredemptions. Ifwe are unable to poll NetSales through your restaurant's computer system and do not receiveawritten report ofNet Sales through other means, we may estimate Net Sales for such Period and debit your account accordingly. Wewill apply any overpayment against the next Period's Royalty and Marketing Pund contributions. Any deficiency will be debited against your account. If for any reason your account cannot be debited, you must submit payments by wire transfer or check on or before the due date. You must indemni^ and hold us harmless fiom all damages, losses, costs and expenses resulting from any dishonored debit on your account unless caused by our negligence or mistake.

7/ Weoperateasystembywhichcustomersareabletoplaceorderson-lineviatheintemet,text messaging and other emerging technologies. You will be required to participate in the on-line and technology-based ordering system. This transaction f^e is collected only on the amountofyourNetSaleseffectedthroughtheon-lineandtechnology-basedorderingsystem The RoardofDirectors ofthe MarketingPundmayraiseorlowerthisfee.On-lineordering is generally not required at Non-Traditional Restaurants.

8/ The members of the Marketing Pundapprovedacontribution rate of 4% ofNet Sales for 2012through 2016 Thecontributionrate is subjecttochangeas provided in the Marketing Pund bylaws. Non-Traditional Restaurants are required to pay an amount equal to 25% of the current standard rate,currently 1.0% (25% of4%) except that SponsorshipNon- Traditional Restaurants may not be required to make any direct contribution. Priorto opening, you must sign and delivertous the Advertising Agreement attached as Exhibits

-21- bywhich you will becomeamember^ Fuud"^ As described abov^we will debit your bank account and credit MarketiugFuudAsamemberoftbeMarketiugFuud, you will beeutitledt^ proposed increases to tbe Marketing Fund contribution (See Itemll).

9/ Non Traditional Restaurants are not generally required to participate in tbe Fapa^ program.

10/ Tbis feemaybeincreasedbytbe Board ofDirectorsoftbeMarketingFund^buttbe teem not be increased toarategreatertban 2% unless approved byus (See Itemll)

^/ We also collect cooperative contributions by electronic transfer if approvedby tbe Cooperative. Tbis would be done onlywitb tbe written agreement of tbe Cooperative.

12/ Not applicable to Non-Traditional Restaurants.

^3/ You are required to spendaminimumof7%ofNet Sales of tbe restaurant on Marketing Fund contributions,Cooperative contributions and local store marketing and advertising. Assuming, tor example, aMarketingFundcontributionrateof4%andaCooperative contribution rate of2%, you would be required to spendaminimumofl.O%ofNet Sales (7%-4%-2%^l.0%)on local store marketing, advertising and promotional efforts. Lo^^^ advertising expenditure is generally not required ofNon-Traditional Restaurants.

14/ See Itemllfbradescription and definition oftbelnfbrmation System and your obligations concerning it. Tbese obligations maybe waived, or otherwise inapplicable, fbraNon TraditionalRestaurant, butallrestaurantsarerequiredtobaveapprovedpoint-ofsale tecbnology,includingataminimum, capability of electronic reporting of sales data. See Item 11. Also, youmaycontractwitbacertifiedtbirdpartyormakeotber suitable arrangements fbrinstallation and/or support services. However, you will be required to pay yourtbirdpartyvendorto provide these services and we do not establish tbe fees cbargedby such third party providers.

15/ Wecollectthis fee fbrourcontinuedresearchanddevelopment, enhancements, upgradesand installation media related to the Information System.

16/ As described in detail in Items^and 8,you are required to purchase certain items from us and our affiliates before opening and asapart of ongoing operations. As further described in Item 8, there are certain other items that may be purchased from our affiliates.

-22- ITEM 7: ESTIMATED INITIAL INVESTMENT

YOUR ESTIMATED INITIAL INVESTMENT — STANDARD RESTAURANT

Estimated Amount Method or Estimated of Whether Expenditures Low-High Range When Payable Payment Refundable To Whom Paid

Initial Franchise Fee (1) $0 to $25,000 $5,000 deposit per The development fee Yes. If a Us each restaurant on deposit will be paid restaurant signing the in a lump sum at the qualifies for Development time of signing the the 2014 Agreement; Development incentive $25,000 if you do Agreement and will program, the not qualify for any be refunded if a deposit will be incentive program. restaurant opens on refunded if the time. restaurant opens on time. Otherwise, not refundable.

Real Estate Brokerage Fees (2) $0 to $10,000 Upon satisfaction As Incurred No Real Estate of lease/purchase Broker contingencies Professional Fees (3) $500 to $12,000 Prior to execution As Incurred No Attorneys and Accountants Construction/Leasehold $50,000 to $300,000 As Incurred As Agreed No Outside Suppliers Improvements (4) Furniture, Fixtures and Equipment (5) $30,000 to $120,000 As Incurred As Agreed No Outside Suppliers and Affiliates Information System (6) $20,000 to $30,000 When system is Lump Sum No Us ordered On-Site Support Fee (7) $0 to $2,500 As incurred Lump Sum No Us

-23- Estimated Amount Method or Estimated of Whether Expenditures Low-High Range When Payable Payment Refundable To Whom Paid On-Site Installation Fee $0 to $5,000 When Designated Lump Sum No Us Software is installed Help Desk Service Fee (8) $0 to $1,000 Monthly or as Lump Sum No Us incurred Software Enhancement Fee $210 $41 Monthly Lump Sum No Us Signage $3,000 to $20,000 As Incurred As Agreed No Outside Suppliers First Month's Rent (9) $1,200 to $5,000 As specified in Lump Sum No Landlord lease or sublease Security Deposit and other deposits, $500 to $8,500 On signing lease Lump Sum Yes Landlord Insurance Premium (9)(10) or sublease Opening Inventory and Supplies (11) $3,000 to $10,000 As Incurred As Agreed No Us, Our Affiliates or Outside Suppliers Grand Opening Advertising (12) $3,000 to $10,000 As Incurred As Incurred No Third Parties Training Expenses (13) $1,000 to $15,000 As Incurred As Incurred No Third Parties Miscellaneous Opening Costs (14) $2,500 to $20,000 As Incurred As Incurred No Third Parties TOTAL ESTIMATED INITIAL $114,910 to $594,210 INVESTMENT (PRE-OPENING) (16)

Additional Funds - 3 months (15) $15,000 to $50,000 As Incurred As Incurred No Third Parties TOTAL ESTIMATED INITIAL $129,910 to $644,210 INVESTMENT (PRE-OPENING AND FIRST 3 MONTHS OF OPERATION) (16)

-24- YOUR ESTIMATED INITIAL INVESTMENT — NON-TRADITIONAL RESTAURANT

Estimated Amount Method or Estimated of Whether Expenditures Low-High Range When Payable Payment Refundable To Whom Paid

Initial Franchise Fee (1) $0 to $5,000 $5,000 deposit per The development fee Yes. If a Us each restaurant on will be paid in a lump restaurant signing the sum at the time of qualifies for Development signing the the 2014 Agreement. Development incentive Agreement. program, the deposit will be refunded if the restaurant opens on time. Otherwise, not refundable.

Real Estate Brokerage Fees (2) $0 to $5,000 Upon satisfaction of As Incurred No Real Estate lease/purchase Broker contingencies Professional Fees (3) $1,000 to $7,500 Prior to execution As Incurred No Attorneys and Accountants Construction/Leasehold $0 to $125,000 As Incurred As Agreed No Outside Suppliers Improvements (4)(17) Furniture, Fixtures and $0 to $80,000 As Incurred As Agreed No Outside Suppliers Equipment (5)( 17) and Affiliates Information System (6) $0 to $30,000 When system is Lump Sum No Us ordered On-Site Support Fee (6)(7) $0 to $2,500 As incurred Lump Sum No Us On-Site Installation Fee (6) $0 to $5,000 When Designated Lump Sum No Us Software is installed

-25- Estimated Amount Method or Estimated of Whether Expenditures Low-High Range When Payable Payment Refundable To Whom Paid Help Desk Service Fee (6)(8) $0 to $1,000 Monthly or as Lump Sum No Us incurred Software Enhancement Fee (6) $0 to $210 $41 Monthly Lump Sum No Us Signage $3,000 to $20,000 As Incurred As Agreed No Outside Suppliers First Month's Rent (9)(17) $0 to $3,000 As specified in lease Lump Sum No Landlord or sublease Security Deposit and other deposits, $1,000 to $6,000 On signing lease or Lump Sum Yes Landlord Insurance Premium (9)(10)(17) sublease Opening Inventory and Supplies (11) $2,000 to $12,500 As Incurred As Agreed No Us, Our Affiliates or Outside Suppliers Grand Opening Advertising (12) $0 to $10,000 As Incurred As Incurred No Third Parties Training Expenses (13) $2,000 to $6,000 As Incurred As Incurred No Third Parties Miscellaneous Opening Costs (14) $2,500 to $20,000 As Incurred As Incurred No Third Parties TOTAL ESTIMATED INITIAL $11,500 to $338,710 INVESTMENT (PRE-OPENING) (16)(17)

Additional Funds - 3 months (15) $15,000 to $50,000 As Incurred As Incurred No Third Parties TOTAL ESTIMATED INITIAL $26,500 to $388,710 INVESTMENT (PRE-OPENING AND FIRST 3 MONTHS OF OPERATION) (16)

-26- Explanatory Notes — Standard and Non ^ad^on^R^aurants

L Underthe 20t4Development Incentive program, you will paya$^00^ restanrantnponsigningtlreDevelopmentAgree date speeifiedintlreDevelopmentAgreement), the depositwillberelnndedandno initial tee will he required. If you do not quality for an incentive program, the Initial Franchise Eee is $25,000 and is not retundahle. Ifarestaurant does not open on time,we will retain the $5,000 deposit applicable to the restaurant asadevelopment tee. You will he required to pay an initial tee of$5,000tbraNon-TraditionalRestaurantthatdoesnotquali^tbrthe2014Develop^^ program.

2. These tees represent commissions payable to real estate brokers in connection with securing possession ofasitetbrthe restaurant, whether by lease or purchase.

3. These represent tees payable to professional advisors(attomeys and accountants)in connection with evaluation ofthe franchise, real estate and other contracts, as well as any other matters.

4. Theseamountsapplytoarestaurantlocatedinleasedspaceinashoppingcenter,strip centerorcontinuouslyoperatingNon-Traditional location, such asamall, university, airport university food court. The square footage ofarestaurant is estimated to be 1,200 tol,600 square feet. The nature of the premises fbrrestaurants is expected to varywidely,but it is anticipated that nearly all restaurants will be operated from leased premises. Non-Traditional Restaurants may require space sufficientto operate atama^or sports facility or limited toaseasonal kiosk at an outdoor park. The cost ofconstructing or remodeling and preparing leased premises will depend uponanumber of variables, including such factors as the condition and the square footage of the premises, and construction costs prevailing in the area where the restaurant will be located. We estimate leasehold improvements for an in-line restaurant range from $40,000 to $200,000. If the restaurantwillbelocatedinanexistingfree-standinglocation,weestimatethesecostscangoashigh as $300,000. Ifyouelecttoconstructanewbuildingfbrtherestaurant, we estimate the cost could be up to $400,000. These costs include charges for architects or engineers, which can range from $250 to $30,000. These costs varywidely depending on the quality,reputation and experience of theprofessionals engaged, thegeographicareaandthenatureandextentof the work tobe performed. The estimate includes permit and impact fees,which vary widely depending on the geographic area, but range from$l,000 to $20,000 or more. Labor costs incurred in construction or remodeling may also vary significantly depending on the availability oflabor, prevailing labor rates for skilled and unskilled labor and other factors which mayvary from market to market.

5. Thisitemincludesamake-line,sinks,walk-in coolers,counters, ovens, hood and exhaust system, prep tables, shelving, smallwares,aphone system and answering machine,adesk, frling cabinets, Fapa Card processing equipment and related office supplies. The low end ofthe range assumes that you take over an existing restaurant space with some ofthese items already in place. The low end also assumes that you qualify to lease an oven set, at no cost to you for two years, pursuanttothe2014Developmentlncentiveprogram.Thehighendoftherangeassumesthat allnewequipmentispurchased,includingtwoovens.Anequipmentpackagefbral,400squarefbot

-27- re^urantaverages$95,00^AN^ fbotba^orbaseba^^adium The equipment that you must obtain fbraNon-Tradit^ on the nature ofthe restaurant. For exampie,aNon-Traditionai Restaurant mayuse one oven ata smalt ioeationormayuse six or more ovens tbraiarge restaurant.

6. Asdeserihedinltem 11 ofthisDiselosureDoeument, we willrequireyouto purchase, lease or obtain thelnformation System. Fapa John's is currently the only approved supplier. The Initial h^vestment table includes the estimated cost ofpurchasing and licensing all aspects of the Information System as currently configured.MostNon-Traditional Restaurs not be required to obtain the Information System (see Itemll). However, all Non-Traditional Restaurants will be required to have point-of-sale technology that we have approved,which must include, ataminimum,thecapabilityofelectronicreportingofsalesdata.lfthe Information is not required, you will not incurthe Help Desk Service, the Software Enhancement Fee, On-Site SupportFeeortheOn-Siteh^stallationFee.Evenifyou do acquire the Information System, youare not required to utilize our services ft^r help desk, on-site support,or installation (provided t^^ installationmust be done byaqualifted installer approved byus).lfyou do notutilizeourservices, you will not incurthe Help Desk Service Fee, On-Site SupportFeeorthe On-Site InstallationFee.

7. This tee is paid to us for in-store support on the Information System.

8. Youhavethe option of subscribing to our Help Desk Services fbraflat tee of$70 per month or paying onafee-fbr-service basis. The fee-fbr-service rate is currently $80 per hour witha^hourminimum charge. These rates are subject to change.

9. The amount ofthe first month's rent and security deposit will depend on the area of the country in which the restaurant is located, the size, condition and location ofthe prennses,t^^ availability and demand for the premises among prospective lessees. Ifabuilding is purchased or constructedratherthanleased, you will incuradditional capital orftnancing costs, orboth,theext^^ ofwhich cannot be estimated and will be determined bymarket conditions and otherfactors.Non- TraditionalRestaurantsmayinsomecasespayapercentageofsalesorsimilarvolume-based charge in lieuofftxedrental payments.These charges areexpected to vary greatly depending on the nature ofthe restaurant's location and its customer traffic.

10. fn addition to the security deposit, this amount also covers utility and other deposits and your initial insurance premium. As described in ftemsland 8, Risk Services may provide insurance toyou. Risk Services has no obligationto continue this practice and we make no representation that it will do so for you or that Risk Services can obtain better pricing for you.

11. The difference between the low and high ranges is attributable to the actual size of the restaurant and the amount ofthe food products, materials and supplies that you order. Wewill of^rguidanceandsuggestionsastotheproperamounts. You shouldtalktootherfranchiseesprior to deciding how much to order.

-28- 12. Theamountatthelowerendoftherang^ connection with the opening of yo^^ Marketing Fund or toaCooperative. While yon are not obligated under the Franchise Agreenrent to conductgrand opening advertising, we stronglyreconrmend and encourage you to do so. We(or an affiliated entity)maymakepromotionalitemsavailahletbrgrandopeningprogram^^ provide guidance and assistance to you to develop and execute such programs(seeltemll).

13. The estimated range includes the expenses oftransportation to the certified training restaurant or FapaJolm's University located in our corporate headquarters in l^uisville,K^ lodging and meals for one person based onaseven week training period. We may require the training period to extend for more than seven weeks depending on the level of retail pizza and/or restaurant experience ofthe trainee. Wealsorequiretrainingonthe Information System. Training is requiredtbryourFrincipalOperator,supervisors and restaurant managersbefore your first restaurant is opened. However, the costs will vary depending on the actual number oftrainees,the distance to be traveled, the means oftransportation used, the choice or availability oflodging and the experience ofthe trainees. Training materials will average$100-$250pertrainee.

14. This item covers miscellaneous opening costs and expenses, such as installation of telephones, business licenses, and recruiting and opening team training costs.

15. This itemestimatesyour initial start upexpensesfbrathreemonthperiodand assumesyou paythe maximum estimated figure tbrmonthly rent. These expenses include payroll costs for one restaurant manager and other restaurant employees, but do not include any draw or salary foryou. This item does not include royalty or advertising payments, which will be based on your revenue. Sales revenue will depend upon your own efforts and other factors that cannot be accurately predicted. Also, we cannot estimate the cost of any financing interest or the amount of any debt service obligation. These figures are estimates and we cannot guarantee that you will not have additional expenses starting the business. Your costs will depend on factors such as: your diligence and abilityto follow ourmethods and procedures, yourmanagementskill,experienceand business acumen; local economic conditions; the local market for your products and services; the prevailing wage rate; competition; and the sales level reached during the initial period.

16. For standard restaurants,we relied on our 29 years ofbusiness experience and that of our predecessors and affiliates to compile these estimates, and on information that we have obtained from our current franchisees. For Non-Traditional Restaurants, we have relied on our experience, and that of our franchisees, in operating restaurants at non-traditional locations. We have had approximately^ years of experience with this type of operation, and the information obtained from our franchisees is based on their experience. Some ofthe costs will vary depending on whether the restaurant is the first one you open inamarket or one of several you operate in the same market. You shouldreviewthese figures carefullywithabusiness advisor befbre making any decision to purchase the franchise. Wedo not offer financingdirectl y or indirectly for anypart of the initial investment The availability and terms of financing from third parties will depend on factorssuchastheavailabilityoffinancinggenerally,yourcreditworthiness, collateral youma^^ and lending policies of financial institutions. The estimate does not include any finance charge, interest or debt service obligation. The ranges between the lower and upper estimates in the table

-29- for standard restaurants are sometimes wide due to the inherent differences in locations, including size of the space, commercial characteristics of the local area and size and nature of the potential customer base. In our experience, the average build-out costs for a traditional restaurant, based on two typical sizes of restaurant space (and assuming you purchase an oven set, rather than lease it from us pursuant to the 2014 Development Incentive program), are as follows.

1,200 sqft 1,500 sqft Leasehold Improvements $108,000 $135,000 Based on $90 sq ft Equipment Package $95,000 $95,000 Includes equipment delivery and installation Point of Sale $20,000 $30,000 Signage (Exterior) $12,000 $12,000 ^ermits/Fees $1,000 $1,500 file $2,100 $2,450 Material only >hones $5,000 $5,000 Blueprints $6,000 $6,000 3lans start at $4,850 Security $2,000 $2,000 Miscellaneous $2,500 $2,500

17. Because of the widely varying requirements for different types of non-traditional restaurants, there is wide variation in the low and high end of the estimated costs set forth in the table. Non-traditional restaurants can generally be grouped into three categories, each with particular and widely varying characteristics: Stadiums & Arenas, Express and C-Store. Non-traditional restaurants operated in sports stadiums and arenas typically have intermittent operations, opening only on days when there is an event scheduled for the venue. The equipment needs of a restaurant operating in a stadium or arena can vary widely, depending on the number of serving locations. In a small venue, there may be only one cooking station. In a large capacity stadium, there may be multiple cooking stations, each requiring its own set of ovens, make-line, cooler and other furnishings and equipment. An Express location is one that sells a limited product line, such as pizza by the slice or an 8-inch personal size pizza. This type of non-traditional restaurant is typically operated in a food court, such as at a shopping mall or university student center. These restaurants often require less equipment and furnishings due to the limited product offerings. A C-Store is a restaurant that offers a full range of menu items but does not offer delivery service. These restaurants are typically operated inside convenience stores or sometimes in large metropolitan centers with a high volume of foot traffic. Construction, leasehold improvements and furniture, fixtures and equipment may be as low as zero for a non-traditional restaurant because you may be re-occupying a space that was previously operated by another pizza vendor. Also, in some venues the owner or operator of the venue may provide any necessary construction or remodeling. Rent may be zero in many stadiums and arenas because the owner or operator of the venue, or sometimes the general concessionaire, may charge a percentage of sales as a commission, while not making any separate charge for your occupancy of the space in which the restaurant is located. Often, the venue provides utility services, so you will not incur costs for security deposits or fees for installation of

-30- utility hook-ups, which typically are already in place in the venue. Also, in non-traditional locations, some space and equipment may be shared (e.g., information system, beverage station, cooler, prep area, dish area, storage, restrooms).

ITEM 8: RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

You are required to follow the standards and specifications that we establish periodically with respect to food products, packaging, advertising materials, supplies, ingredients, equipment, computer hardware and software, fixtures, furnishings and other items, including non-food inventory items, used in the operation of your restaurant. Other than those items that you may be required to purchase from us, PJ Food Service or another designated supplier, you may purchase from any approved supplier.

A list of approved products and the suppliers from which those products may be purchased may be published in the Manuals or in policy and procedures statements or provided to you by other written communication, and we may amend the list from time to time. If you want to purchase any products from a supplier other than an approved or designated supplier, you must submit to us a written request for approval of such supplier, or must request the supplier itself to do so. Our representatives must be permitted to inspect the supplier's facilities, and samples from the supplier must be delivered to us or to an independent laboratory that we choose for testing. We may charge you or the supplier an amount not to exceed the reasonable cost of the inspection and the actual cost of the tests. We will use reasonable efforts to begin an investigation of the proposed supplier and/or product within 30 days. We will notify you within 15 days after we complete our investigation whether we approve the proposed supplier and/or products. We reserve the right, at our option, to re-inspect from time to time the facilities and products of any such approved supplier and to revoke our approval if the supplier fails to continue to meet any of our then-current criteria. We do not provide our criteria for supplier approval to our franchisees.

PJ USA is currently the only approved supplier of the Information System and certain related services described in Items 6 and 11 and will also sell or license the Designated Software, all as further described in Item 11. We presently require that you purchase pizza dough and pizza sauce only from our affiliate PJ Food Service. You are also required to purchase from PJ Food Service or another designated approved supplier, prepared pizza crusts, cheese, garlic dipping sauce and nacho cheese flavored sauce. These items either have been specially prepared and contain trade secrets or we consider them to be integral to the System, or both. We reserve the right to require you to purchase from us, or PJ Food Service or from other sources we designate, additional or other items, and we or our affiliates may derive revenue from such purchases. If you are required to purchase products and supplies from us, PJ Food Service or another designated supplier in addition to those specified above, it is expected that the products and supplies that would be required to be purchased would be mainly food items and ingredients, although we may also require you to purchase certain promotional items (such as movies on DVD) and to obtain certain services from designated suppliers. The purposes of such a requirement would generally be to protect secret recipes, to ensure high standards of quality and product consistency, to protect or enhance the System and the System's public image and goodwill, or to execute a national promotional campaign. PJ Food Service also

-31- se^s packaging and paper pro^ TheAnthorizafionfbrmthatyouare^ ns and onr affiliates to debit yonrbankacconntthe amounts dne from y^ Ait sales by our affiliates are on tbe terms and conditions tbey specie

As noted in Item 6,PJFood Service may cbargebigberprices for delivery of food products and otber items toaNon-Traditional location tbanit charges for tbe same goods delivered toa traditional PapaJobn's location if tbe NonTraditional location cannot be serviced ac^^^ FoodService'sstandardmeansand/orproceduresTbis is due to tbe increased costs tbatPJFood Serviceofrenincursinordertoaccon^odatedeviationsfromitsstandardoperatingprocedures.For example, inoneinstanceavenuefbraNon-Traditional^ bylargetractor^trailertrucks.b^ orderto servicetbelocation,PJFoodServicepurcbasedasmal^^^ refrigeratedvebicle,wbicbwas dedicated to serving tbatparticular location. However, as noted in Item 6, ifPJFood Service charges bigber prices toaNon-Traditional Restaurant tban its regu^ scheduled prices charged totraditional restaurants, we will help offset theincreasedcostsby reducing orwaiving the royalty for the Non-Traditional Restaurant.

WeandPJFoodServicedonotguaranteeorensuretheavailabilityorpricingoftheproducts provided byPJFood Service. However, ifPJFood Service ceases operating or ceases supplying you(other than asaresult of the termination or expiration of the Franchise or your failure to meet theirpaymentterms),wewillusereasonableeffbrts to provideyouwithnames,addressesand phone numbers ofaltemative approved suppliers and the products available fromeac h such supplier.

Our affiliate, FMS,isapre-approved supplier of uniforms and promotional items and pre-approved printed materials. You are not obligated to purchase anything fromFMS . We,FMS andFJUSA do not guaranteeorensuretheavailabilityorpricingofthegoodsandservices provided.

In2013weorouraffiliates received $2.6 million from designatedsuppliersbecauseoftheir transactions with our franchisees and with us. Except as described below,we do not negotiate purchase arrangements with suppliers fbryour benefit. Wedo not provide anymaterial benefits to you based on your use ofdesignated or approved sources. There are no purchasing or distribution cooperatives.

In2011,wenegotiatedafive-yearcontractwithoursofrdrinksupplierwhich will result in material benefits to franchisees.

Tl^oughFJFoodService,weadministeracheesepricingprogram ("the "Cheese Frogram"), aprogram designed to reduce the volatility of cheese prices to FapaJohn'srestaurantsonaperiodic basis.Through the Cheese Frogram,FJFoodServiceestablishes the price of cheese it sells to Fapa John'srestaurants and maintains that price for an entire fiscal period(afbur or five week period, approximating one month), even ifthe market price ofcheese fluctuates during the period.

If cheesepricesriseduringaperiod,theCheese Program will incuradeficitbecauseFJFood Service will continue to sell cheese at the established price for the remainder ofthe period, even thoughtheestablishedpriceisbelowthemarketprice at whichFJFood Service purchases cheese.

-32- Forthatreason,weandpJFOOdse^^ cheese prices for entire fiscal periods only if franchisees "Cheese Purchase Agreements the form ofwhich is attached as ExhihitG. Under the Cheese Purchase Agreement, you commit to continue to purchase cheese fromPJPood Service as long as the Cheese Program hasadeficit, or to payapro-rata share of the deficit if you cease to purchase cheese fromPJPood Service. You are not required to sign the Cheese Purchase Agreement or participate intheCheeseProgram. However,ifyouchoosenottosigntheCheesePurchase Agreement hut still purchase cheese fromPJPood Service, you will payahigher price for cheese than Cheese Program participants. The higherprice will more closelyrefiect actual cheese market prices so as to shieldPJPood Service fromaccumulatingadeficit . As ofthe date ofthis Disclosure Document,thatprice is set at $0.10per pound higher than the price charged to Cheese Program participants.

Ifcheeseprices fall duringaperiod,theCheese Program will huildasurplushecausePJPood Service will continue to sell cheese to franchisees at the established price for the remainder ofthe period, eventhoughtheestahlishedpriceisahovethemarket price at which PJPood Service purchases cheese.In that case,PJPood Service will establish the price of cheese fbrthe subsequent period atalevel designed to draw down the surplus. Consequently,overthelongterm, the amount thatCheese Program participants payfbr cheese will approximate the actual marketpriceof cheese, and Cheese Program deficits and surpluses will balance to zero. The priceof cheese charged byPJ Pood Service may differfrom the market price in the shorttermbutwillnotvaryoverthe course of aperiod,enabling franchisees to make pricing decisions and promotional plans for the period without concern thatasuddenrise in cheesepricesmightadverselyaffecttheeconomicsoftheprice or promotions.

In ourfiscalyearendingDecember29,2013,revenuereceivedbyouraffiliates fromth e sale ofproducts to ourU.S.franchisees was: PJUSA$230million;PJPood Service $5789million; PMS$13.1 million; and Risk Services$1.9million. These amounts represent approximately 43% ofour total revenues. All ofthe required purchases that you must obtain from us or our affiliates representupto21%ofyourtotal purchases in connection with the establishment ofastandard restaurantoraNon-TraditionalRestaurant.Allofyourrequiredpurchasesthatyoumustobtainfrom approved suppliers or in accordance with specifications and standards representup to 96% of your total purchases in connection with the establishmentofarestaurantand approximately 84%ofyour overall purchases in operatingarestaurant. These figures were derived fromou r audited financial statements or internal accountingrecords, in the caseof standardrestaurants, andfromour experience and that ofour franchisees in operating Non-Traditional Restaurants.

All advertising and promotion by you in any manner or medium (including, for example, advertising via the Internet, social media and digital messaging) must be done inaprofessional and dignified manner and must meet our specified standards and requirements. You must submit to us (inafbrm and manner approved by us), for our prior approval(except with respect to prices to be charged), samplesof all advertising orpromotional plans andmaterialsthatyouwantto use and that havenotbeenpreparedorpreviouslyapprovedbyuswithinthe90-dayperiodprecedingtheintended use (ifthe sample isofanypromotion to be undertaken via electronic medium, youmustprovide us aprintedcopyofallinfbrmationcontainedinthepromotion, indicating all links,ifany,tootherweb

-33- site^ e-mail sites or other promote Ifyou do not receive our written disapproval within 20 days^we will he deemed to have given the required appro^ You must always eompiywithourdireetionsregardingadvertising,ineiudingmodi^ng or diseontinuinguse ofanyadvertising,promotionalmaterials,oradve^ materials or providers had heen previously approved.

If you will oeeupythe premises of the restaurant underalease, the initial term of the lease, or the initial term togetherwithanyrenewal terms,must not he for less than the initial ter^ Franchise Agreement, except for certain Non-Traditional locations, which may of necessity h^ lease terms as short as one year or even one season. You must suhmitacopy of the executed signaturepagesofthe lease, as well asacopyoftheexecutedAddendum to Lease(whichisattached to this Disclosure Document as ExhihitAto the Franchise Agreement) for the restaurant to us immediately after signing and copies ofthe lull leases and any exhibits and addenda at such other times as we may request. The lease must include such terms and conditions as are speciftcally set forth in the Addendum to Lease in the Franchise Agreement, except that most Non-Traditional locations are exempt from this requirement.

WerequireFapaJohn's restaurants to he constructed or remodeled in accordance with our specifications. The Franchise Agreement requires that you purchase or lease and use only such equipment as we may specify or approve. Any alterations to our specifications that you propose to make must he approved hyus in writing before any work is begun on the proposed alteration.

The Franchise Agreement requires you to maintain one or more insurance policies that are issued by insurance carriers rated"B^or better byA.M.Dest Company and within the limits specified below(or such greater amountsofinsurance as maybe required bythe terms of any lease or mortgage relating to the Fremises): (i) fire, extended coverage,vandalism, malicious mischief and special extended peril insurance at no less than the actual replacement valueofthe building (if owned), the contents, and improvements; (ii) workers'compensation and other insurance required by law; (iii) fire legal liability(unless you own thepremisesin which therestaurantis located orha across-waiver of subrogation with your landlord); (iv)conunercial general liabilityinsurance "occurrence" form covering all operations by or on behalfofyou providing insurance for bodily injury liability, property damageliability and personal injury liability for thel^ indicated below andincluding coverage ft^r(A)Fremisesand Operations Liability,(B)Froductsand Completed Operations Liability,(C)lndependent Contractors Protective Liabili^ ContractualLiability insuring theobligations assumedbyyouunderthisagreement, and(F) IncidentalMedical Malpractice; and(v) automobile liability insurance, includingnon-owned automobiles(notrequired for Non-Traditional Restaurants that do not offer delivery service). The limits ofliabilityrequiredfbreach ofthe policies describedabove are: $1,000,000 each occurrence (combined single limit fbrbodilyinjury and property damage);$l,000,000personal injury liabili^^ $1,000,000 aggregate for products completed operations; $2,000,000 general aggregate; and $500,000 fbrfire legal liability.Exceptwithrespecttobodilyinjury and property damage included within the products and completed operations hazards, the aggregate limit must apply separatelyto each location. The limitsofliabilitymustnotbe less than$l,000,000 combined single limit each accident for bodily injury and property damage combined. You are also required to maintain an umbrellapolicywithaminimumof$l,000,000,whichmustexpresslyprovidecoverageinaddition

-34- to the coverages hsted above. Wemustbenamedas an additional insured on a^ your poheies. Tbese are only tbe nrinimumeoverages required. We donot representor warrant tbat these coverages are adequate. You should consult with your insurance advisors to assure that you obtain all required coverages as well as any additional types ofcoverages or higher lirnits that they rnay recommend. As described in Item 1,Risk Services,our wholly-owned subsidiary, is one ofour approved sources for the insurance coverage we require. Risk Services, through Risk Evaluation Design, offers coverage as described in this paragraph, but you are not required to purchase the insurance from Risk Services.

Upon request, you must deliver to us copies ofall required insurance policies and proof of payment. All policies required under the Franchise Agreement must provide that the insurer will give us written notice not less than 30 days before anypolicy or coverage may be canceled, altered, orpermitted to lapse or expire. Wealso have the right to increase the limits of anyrequired policy ofinsurance. Weexpect that the required limits would not be increased unless deemed reasonably necessary: (l)to protect against increased liability exposures;^to cover additional equipment, leaseholdimprovementsorsignage requirements; or(3)asaresultofachange inlaw orotherfactors justifying such increase.

ITEM 9: FRANCHISEE'S OBLIGATIONS

THIS 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.

Item in Section Offering Obligation in Agreement Circular

(a) Site selection and Sections 1 and 6 of Franchise Items 7 and 11 acquisition/lease Agreement, Section 3 of Development Agreement (b) Pre-opening purchases/leases Sections 10, 11 and 12 of Items 7, 8 and 11 Franchise Agreement (c) Site development and other Sections 6, 9 and 10.(a) of Items 6, 7 and 11 pre-opening requirements Franchise Agreement and Section 5 of the Development Agreement (d) Initial and ongoing training Sections 4, 10.(c) and 11.(d) of Items 7 and 11 Franchise Agreement and Section 3.(c) of the Development Agreement

-35- Rem In Section Offering Ob^^on In Agreement Circular ^Opening Section^ofFranchise Agreement ftemll ^Fees Sections^andlOofFranchise ftems5,6,7and Agreement, Sections2and3^h) of 11 Development Agreement (g) Comphanoe with standards Sectionsll(c),(e)and(f)andlO Items^andll and poiicies/Operations Manual ofFranchise Agreement (h) Trademarks and proprietary Sections7,10andl7ofFranchise Items 13 andl4 information Agreement (i) Restrictions on Sectionll^c)andl2ofFranchise ltemsllandl6 prodnets/serviees offered Agreement (j) Warranty and customer service None requirements (k) Territorial deveiopment and Section^ofFranchise Agreement Item 12 sales quotas andSectionsland3of Development Agreement (1) On-going product/service SectionslOandl^ofFranchise ltem8 purchases Agreement (m) Maintenance, appearance and SectionlOofFranchise Agreement Itemll remodeling requirements (n) Insurance Sectionl^ofFranchise Agreement Items7and8 (o) Advertising Section^ofFranchise Agreement Items 6,7,8and and Sections 2^h)and2^c)of 11 Development Agreement (p) Indemnification Sections3(h)and21(h)of ltem6 Franchise Agreement, Sectionl6^h)ofDevelopment Agreement (q) Owner's participation/ Sectionsll(a),(h)andl6(d)of ftemsllandl^ management/staffing Franchise Agreement and SectionlOofDevelopment Agreement (r) Records/reports Sections lOand 13 ofFranchise Agreement

-36- Item in Section Offering Obligation in Agreement Circular (s) Inspections/audits Section 11.(j) and 13.(f) of Item 6 Franchise Agreement (t) Transfer Section 14 of Franchise Agreement Item 17 and Section 12 of Development Agreement (u) Renewal Section 2 of Franchise Agreement Item 17 and Section 4.(b) of Development Agreement (v) Post-termination obligations Sections 9 and 20 of Franchise Item 17 Agreement and Section 11 .(d) of Development Agreement

-37- Item in Section Offering Obligation in Agreement Circular (w) Non-competition covenants Sections 16 and 20 of Franchise Item 17 Agreement and Section 7 of the Development Agreement (x) Dispute resolution Section 23.(a) of Franchise Item 17 Agreement and Section 15.(a) of Development Agreement

ITEM 10: FINANCING

Neither we nor any of our agents or affiliates offers any direct financing arrangements. Our affiliate, Capital Delivery Ltd., sometimes provides financing for transactions involving the purchase and sale of existing restaurants, but does not offer financing for your initial investment in the franchise.

We have entered into a loan program agreement (the "Program Agreement") with First Franchise Capital Corporation (the "Lender") under which the Lender has agreed to make up to $5,000,000 in financing available to qualifying Papa John's franchisees (the "Program"). Under the Program, a franchiseema y borrow up to 80% ofthe costs of equipment and improvements necessary to develop a Papa John's restaurant, up to a maximum of $200,000 per restaurant. The terms of the loan are from fivet o seven years at the option of the franchisee,wit h payments to be made monthly. The interest rate is the greater of: (a) the Fed Funds Swap Rate published by the Federal Reserve for the term equal to the term of the loan or, at the Lender's option, the internal index charged to the Lender by its parent bank, First Financial Bank, N.A., plus 5% (500 basis points); or a floor rate of 8% . The Lender charges an application fee equal to 1 % of the loan amount, subject to a maximum of $5,000. The franchiseei s also required to pay the cost of all recording and filing fees and other costs and expenses incurred in connection with the loan.

The Lender will take a security interest in all the assets of the franchisee, including the equipment and improvements that are the subject of the loan under the Program. If the franchisee is an entity, the Lender may request personal guaranties ofthe franchisee's principal owners. The terms ofthe loan do not prohibit prepayment or require a prepayment penalty.

Upon default by the franchisee, the, Lender has certain rights and remedies, which represent potential liabilities of the franchisee:

All of the rights and remedies of a secured party under the Uniform Commercial Code or other applicable law.

-38- A^ ofthe franchiseesobhgafion ^ andpayahie.

TheLendermayreeoverfromthefranehiseeaiiaeemedhntnnpaidpayme^ andothermoniesdnenndertheioan^pinsthepresentvalneofaiifritnrepa^ franehisee(diseonntedattherateof^5%^

The Lender has the right to enter the premises ofthe franchisee,o r any otherpiaee or places where the cotiaterai for the ioan is located and kept and remove the coiiateraF At the Lender's request, the franchisee mnst assemble the collateral and make it available to the Lender at aplace designated by the Lender.

The Lender has the right to sellor otherwise dispose of any collateral and may condnctasale on the franchisee'spremises . Forthatpnrpose,theLendermaynse the franchisee's premises without charge. The Lendermayparticipate in the sale and, in lieu ofactuai payment, the Lendermay set off the amount of the purchase priceofthe collateral against amounts owed by the franchisee under the loan. If the proceeds from sale of the collateral are insufficient to pay the franchisee'sobligationstotheLender, the franchiseeremain s liable to the Lenderfbrthedeficiency.

The franchiseei s obligated to pay certain costs ofthe Lender in collecting the franchisee's debt.These costs include all costs, fees and expenses,including reasonable attorneys'tees,court costs,expenses and other charges relating incurred byLender on account of collection of the franchisee'sdebts to the Lender.

The loan agreement will require the franchiseet o waive certain defenses and legal rights. All loan payments must be made without defense, setoffor counterclaim and without deduction for any present or future income, stamp or other taxes, levies, imposts, deductions, charges or withholdings whatsoever imposed, assessed, levied or collectedbyorfbrthebenefitof any jurisdiction ortaxingauthority.The franchiseeals o mustwaiveany claim thatthecourt selected^ disputeresolutionintheloandocumentsisaninconvenientfbrumfbrthepurposesofanysuit, action or other proceeding arising out ofthe loan. Under the loan documents, the franchiseeals o waives anyright to trial by jury.

PapaJohn'shas agreed to guaranty to the Lender the first $250,000 of the Lender'slosses from theProgram, and25%of losses in excess of $250,000, up toamaximumliability of $1,000,000. "Losses" means the aggregate unpaid principal balances of franchisee loans underthe Program, plus accrued and unpaid interest until the date ofpayment. Except for its guaranty ofthe Lender'slosses, and the right to approve loans underthe Program, Papa John'sis not connected or affiliated with the Lender and does not set or control the terms of the Program or the Lender's approval criteriaorpoliciesandPapaJohn'sdoesnotprepare loan documents or have any control ofthe contents orprovisions ofthe documents for loans made bytheLenderunderthe Program, all ofwhich are under the exclusive control and responsibility ofthe Lender.

When afranchiseeappliesfbraloanundertheProgram,theLender will review the franchisee'screditworthiness,basedon criteria established bythe Lender Afrerafranchisee loan

39 under the Program has been approve approval. Our approval is also based on the ereditworthmess ofthe franchisee and the risk that we will havetopaymoneytotheLenderpnrsuantto the guaranty.

PapaJohn'shas no intentto sell, assign or diseounttoathird party anypart ofthe foregoing financing arrangement.

NeitherPapaJohn'snoranyofouraffihates receive any consideration fbrplacingfinancing with the Lender.

Weare unable to estimate whether you wilt be able to obtain financing, under the Program or otherwise, for anypart or all ofthe investments necessarytoopenaPapaJohn'sfranchiseorthe terms of anyfinancing outside ofthe Program, all ofwhich will depend on general credit conditions and the creditworthiness ofyou and your owners.

Under the terms of the Franchise Agreement,apledge of any Franchise Agreement or Development Agreement, or any rights or obligations under them, in connection with obtaining financing constitutesatransferrequiringourapproval and it is ourpolicynotto approve anypledge of anyfranchise or developmentrights, or other liens, royalty deferrals or subordination provisions that may be sought by the SEA or bank lenders. Alien against your assets to securealoan for the construction, remodeling, equipping or operation ofthe restaurant is generally outside the scope of this restriction.

ITEMll FRANCHISORS ASSISTANCE ADVERTISINGS COMFUTFRSYSTFMS AND TRAINING

Except as listed beiow^ we need not provide any assistance to yon nnder the Deveiopment Agreement.

Eetbreyonopenarestaurant^wewilk

(1) grant yon rights to estahhshaspeciticnnmher ofrestaurants at locations we approve within the Development Area (Development Agreement-Section l^a));

(2) otter certain training programs designed to assist yon in the operation ofthe restaurant, as more tnlly described helow (Development Agreement-Section ^(c));

(3) notunreasonahlywithholdourapprovalofasitethatmeetsourrequirements (Development Agreement-Section ^(h));

(4) approve all plans tor the layout of all equipment, signs andleasehold improvements in each restaurant, which plans must he prepared according to our specifications (Development Agreement-Section 5); and

40- (5) dehverthe Franchise Agreementtoy^ address and telephone numbers provided, the approval ofaloeation and the delivery ofaFranehise Agreement hyns is eonditioned npononr determination in onr reasonable judgment, that:

(a) yonhavethefinaneialandoperationaleapaeitytodevelopandoperate the restaurant;

(h) the site thatyouhaveproposedlbrtherestaurant is withinthe Development Area and isasuitahle site hased upon criteria that we establish from time to time; and

(c) you andyour owners are in compliance with the Development Agreement and each Franchise Agreement executed pursuant to the Development Agreement(Development Agreement-Sectioned^

Except as listed below^ we need notprovide any assistance to you undertheFranchisc Agreements

Eetbre you open the restaurant,we will:

L provide specifications tor the design of the restaurant and related facilities at the approved location (Franchise Agreement-Section4(a^;

2. provide you with specifications tor all equipment, communications and computer hardwareandsofrware,design,signs,turnishingsandfixtures(FranchiseAgreement-Secfi^^

3. provideyouwithspecifications and standards, and maymandate certain designated andapprovedsuppliers,tbr:(a)alltbodproducts,beverages,ingredientsandcookingmate^^ fromorusedintheoperationoftherestaurant;and(b)all containers, boxes, cups,packaging,menus^ unitbrms and otherproductsandmaterials used in connection with the operation ofthe restaurant (Franchise Agreement-Section ^(c));

4 lendyouonecopyoftheconfidentialmanuals(the"Manuals^tbrtherestaurant.The Manuals contain mandatory and suggested specifications, standards, policies and operating procedures that we prescribe and may also include information aboutyour other obligations under the Franchise Agreement. The Manuals may be revised to reflect changes in the System. Such changesmayinclude,withoutlimitation, decor, design, appearance, equipment, methods, standards andspecifications,operatingprocedures,fnfbr^ beverage products to be used in the operation of the restaurant. You must keep the Manuals confidential and current, and may not copy any part of any manual The table of contents of the Manuals as of our last fiscal year end are attached to this Disclosure Documentas Exhibit I^.The Manuals consist of 347pages,covering the following subjects: fntroduction,6pages;Food Safety/Recall,7pages; Opening and dosing, 16 pages; Dough Management, llpages;Food Preparation, 48pages;OrderTaking,17pages;DoughSlapping,10pages;FizzaTopping,^

-41 OvenTendm^l2pa^De^ Troub^hoofing^page^ Security 27pag^Fmanoi^Con^^45pag^Sup^ 14pag^ Franchise Deve^pment^pages (Franchise Agreement-Secfionll^

During yonr operation ofthe restaurant we wilF

(1) conm^unicate to you information relating to the operation of the restaurant to the extent we deem it necessary or pertinent (Franchise Agreement-Section^^

(2) revise the Manuals (Franchise Agreement-SectiontL(e^

(3) notunreasonahlywithholdapprovaltoaproposedtransterifallrequirementsaremet (Franchise Agreement-Section 14.(c^

(4) admmistertheFapaJolu^sMarketingFund^ non-profit organization organized to receive, hold and spend contrihutions from its memhers in connectionwith producing andconducting advertising related toFapa John's and Fapa John's restaurants and products (Franchise Agreement, Section 8)^

(5) operateandmaintaintheOnLineOrderingSystem(notapplicahletoNon-Traditionai Restaurants);

(6) administer Fapa Card, Jnc,aColorado non-profit corporation and whollyowned suhsidiaryoftheMarketingFund, toprocessFapaCardtransactionsandreceiveFapaCard transaction tees for standard restaurants (Franchise Agreement-Sections.(h)). Non-Traditional Restaurants are not required to accept paymentviaFapa Cards and typically do not do so;

(7) administertheCheeseFrogram(seeJtem8);and

(8) administer the Fapa Rewards program,acustomerloyaltyprogram

The Articles ofh^corporation ofthe MarketingFund provide that all of ourfranchisees(and any entity licensed hyus to grant Fapa John's franchises)musthecomememhers of the Marketing Fund TheRyl^wsoftheMarketingFundcu^ and 2 of whom are elected hy the Franchise Advisory Council, a council representing our franchisees,whosememhers are elected hy franchisees. Under the Ry-Laws,we have the right to thetiehreakingvoteonallmatterssuhject^ rate decisions up to 3% are made hy the RoardofDirectors (the "Roard") In order to raise the contrihution rate ahove 3% ofNet Sales, the affirmative vote ofnot less than 2/3 ofthe restaurants voting in the election (including restaurants that we own) is required. On each matter on which memhers are entitled to vote, each memher is entitled to one vote tor each standard restaurant that itownsorcontrols. Wewouldhave one vote on all matters tor each standard restaurantthatwe own or control. Non-Traditional Restaurants are non-voting memhers of theMarketing Fund. As described in Item 6, you are also required to sign the Advertising Agreement. The memhers ofthe

-42- Marketing Fund approvedacon^ The rate is subject to change as provided in the byiaws ofthe Mar^ to contribute 25% ofthe standard contribution rate, exceptthat most Sponsorship Non-Traditi^^ Restaurants are exempt from this requirement.

FursuanttotheAdvertisingAgreement,youacknowiedgemembershipintheMarketingFund and contractuaify obligate yourself to make required contributions to the Marketing Fund and to otherwise comply with the Articles ofh^corporation and RyLaws of the Marketing rules and regulations thatthe Marketing Fund may adopt.The Marketing Fund has been organized and is intended to operate asanon-protit corporation, and should not be taxed on its receipt of contributions. The Marketing Fund's use ofthe Marks is governed byaLicense Agreement entered into between us and the Marketing Fund.

The MarketingFundisintendedtoincreaserecognition ofthe Marksandtoturtherthepublic image and acceptance ofthe FapaJohn's brand and the System. We, the Marketing Fund and the directors of the Marketing Fund do not undertake any obligation to ensure that expenditures bythe MarketingFund in or affecting any geographic area are proportionate or equivalentto contributions to the Marketing Fund by Fapa John's restaurants operating in such geographic area or that you or yourrestaurantwill benefitdirectlyorin proportion to yourcontributiontotheMarketingFun ourotfrcers, directors, agentsandemployeesarenotatiduciaryortrusteeofthe contributions to, or the assets of, the Marketing Fund. We, the Marketing Fund and our and their respective officers, directors, agents or employees, will not be liable to you for the maintenance, direction or administration ofthe Marketing Fund, including for contributions,expenditures, investment borrowings, except for acts constituting willful misconduct.

ftem^containsafull description of your Marketing Fund contribution rates. All ofour franchiseescurrentlycontributeatthe samerate,except that Non-Traditional Restaurants are required to contribute only 25% ofthe standardrate and Sponsorship NonTraditional Restaurs are exemptfromMarketingFund contributions.Wewillmakecontributions to the MarketingFund for each restaurant that we or our affiliates own on the same basis as required of comparable franchisees within the System.

As long as you are in compliance with the Advertising Agreement and the Articles and By- Laws ofthe Marketing Fund, you will be furnished with advertising materials that were produced byorfbrtheMarketingFundfbrSystem-wide distribution, on thesametermsandconditionsassuch materials are furnished to other franchisees.

Asdescribedinftem6andasprovidedintheAdvertisingAgreement,yourbankaccountwill be debited for Marketing Fund contributions. Contributions to the Marketing Fund may be used to defray our expenses only tothe extent of the administrative costs and overheadthat we may reasonablyincurinrendering servicesto the MarketingFund.The tundscollected bythe Marketing Fund, and any earnings,are not and will not be an asset ofus or anyfranchisee.

Wewillprepareanannualstatementofmoniescollectedandcostsincurredbythe Marketing Fund, auditedbyanindependentCFAfrrm,andfurnishitto you upon writtenrequest.Contributions

-43- are not necessarily spent in the year received. Any amounts not spent are carried forward to the next year. During the fiscal year ending December 29, 2013, a total of $98.9 million was spent by the Marketing Fund. These monies were spent on the following:

Category Percentage

Production 6% Media 77% Promotions and Public Relations 14% Research 2% Administrative and other 1%

Total 100%

No money was spent by the Marketing Fund to solicit new franchisees. The Marketing Fund may place advertising in any media, including digital, print, radio and television. The coverage is typically national but local and regional campaigns have been undertaken and such campaigns will likely be repeated. Advertising is developed by both our in-house marketing department and national and regional advertising agencies and is designed to benefit all Papa John's restaurants equally. However, we have no obligation to ensure that expenditures by the Marketing Fund in or affecting any geographic area are proportionate or equivalent to Marketing Fund contributions made by Papa John's restaurants in the area or that any Papa John's restaurant will benefit directly or in proportion to its contribution to the Marketing Fund.

Although the Marketing Fund is intended to be of perpetual duration, the Board has the right to terminate the Marketing Fund. However, the Marketing Fund will not be terminated until all monies held by it have been expended for the purposes set forth in its Articles of Incorporation and By-Laws or distributed as permitted by law.

You are also required to participate in the Papa Card program administered by Papa Card, Inc., except that Non-Traditional Restaurants are generally not required to accept payment via Papa Cards. The Papa Card is an electronic cash card available for purchase and redemption at Papa John's restaurants for use as a gift certificate or other purchase credit purposes for food and beverage purchases. Customers may also increase or replenish balances available on the Papa Card. Customers may redeem the balance (or any portion thereof) on the Papa Card for food and beverage purchases. We will debit or credit your bank account for the net amount of Papa Card purchases/ balance increases and redemption transactions on a weekly basis. Upon redemption of a Papa Card for a purchase transaction at your restaurant, you will incur a fee of 2% of the transaction amount to Papa Card, Inc. to defray the expenses of administering the Papa Card Program. This fee will be collected monthly and the rate may be changed by the Board of the Marketing Fund, but may be set higher than 2% only if approved by us. The funds collected by Papa Card, Inc., and any earnings, are not and will not be, an asset of us or any franchisee. All assets and earnings of Papa Card, Inc. will be applied to administer the Papa Card Program, including production and distribution of Papa Cards, promoting the program to consumers and processing transactions.

-44- Youarea^o required to part^ estabfishedtbrrestaura^ or "DMA^eueompa^iugthe area whose television broaden hyhroadeastersloeatedinaproxirnateeity) h^noeventwiiianyrestaurant to more than one Cooperative. Although we specify the area and the restaurants covered, eaeh Cooperative is owned, operated and controlled hy its memhers. However, no dissolution ofa Cooperative hyits memhers will affecttherequirementthat all restaurants in the area thatwe have specified must participate inaCooperative. The form and structure ofaCooperative must he as permitted hy applicable state law and in conformity with the Franchise Agreement. Asuggested form ofByLaws is attached to this Disclosure DocumentasExhih^ from this form must he approved hy us. The governing hody of each Cooperative will have the authority to establish the contribution rate for its memhers fiom 1.5% up to the net of 6% o^ Sales. However, you are not required to contribute more than 6% ofNet Sales to the Marketing FundandCooperativecombined.lfyourCooperativesetsacontributionratethatwouldcauseyour combined Marketing Fund and Cooperative contributions to exceed 6% ofNet Sales, you may reduce your Cooperative contribution so as to reduce your combined Marketing Fund and Cooperative contributions to 6% You maynot^^ our approval. Any increase in the contribution rate will be submitted toavote of the members of the Cooperative and will take effect only if approved byamajority of votes cast in such election. WemayauthorizeaCooperative to set the contribution rate at less than 1.5% but we reserve the right tosubsequentlywithdrawourapprovalofareduced rate and require that the minimum contribution rate ofl5%ofNet Sales be re-established NonTraditional Restaurants (except SponsorshipNon Traditional Restaurants) arerequired to contribute 25% ofthe standard contribution rate On matters submitted toavote ofthe members, you will be entitled to one vote for each standard restaurant that you own or control that isamember of the Cooperative. Non- Traditional Restaurants will be non-voting members of their Cooperative. Wewill also have one vote for each restaurant that we own or control that isamember ofthe Cooperative Wemay also authorizeanyCooperativetodeterminecontribufi^ location, etc.). Our decision on any issue concerning Cooperative contributions is final.

Each Cooperative must be organized and governed inafbrm and manner permitted under applicable state lawand commence operation onadatethatwedesignate in advance. Friorto signingtheFranchiseAgreement, organizational documents ofyour Cooperative are available for your review. Each Cooperative will be organized for the purposes of producing and conducting general advertisingprogramsandactivitiesfbruse in andaround the applicablegeographicareaand developingstandardizedpromotionalmaterialsfbrusebythemembers Wewillmakecontribution^ to each Cooperative ofwhich we or our affiliates are members on the same basis as required of comparable franchiseeswithi n the System.No advertising programs ormaterials may be used by aCooperative or furnished to its members, and no advertising or promotional activities may be conducted byaCooperative, without ourpriorwritten approval. Any advertising agency ormedia placementagencyemployedbyaCooperativemust be approved by us You must make your contributions to your Cooperative on the date and in the manner designated bythe Cooperative.

You must also submit such statements and reports as may be designated by us and your Cooperative.TheCooperative will submitto us such statements andreports as wemay designate.

-45- We are not required to prepay and ^ tinaneiai statements Cooperative eontribntions are not required by ns to be spent in the year reeeived.WedobavetberigbttoauditaCooperativeoranyageneyapprovedtoeonduetmarketing activities tor Cooperatives. Wemay designateafbrmuia for ealeuiatingapror^^^ tbe contribution rate tor restaurants inaCooperative based on media coverage. We,inoursoie discretion, may,uponwrittenrequestofafrancbiseestatingreasons supportingsucbrequest, grant anytrancbiseeanexemptiontromtberequirementofmembersbipinaCooperative. An exemption maybetbranyiengtboftimeandmayappiytooneormorerestaurantsownedbyatrancbisee We may also exempt one or more restaurants owned or controiied by us trom tbe requirement of membership inaCooperative tor sucb periods as we reasonably deem appropriate. Our decision concerning an exemption is tinat.If any exemption is granted to you, youmay be required to spend on local advertising up to the tuii amount that would otherwise be payable to the Cooperative.

h^ addition to MarketingFund and Cooperative advertising contributions, youmust conduct certain local advertising and ongoing monthly expenditures tor each standard restaurant based on the Net Sales of the restaurant. Non-Traditional Restaurants are not required to conduct local advertising and marketing. The percentage ofNet Sales that we require you to spend each month for local advertising is 7% minus the percentage required to be contributed to the Marketings and your Cooperative. All advertising programs and materials that have not been prepared or approved by us within the 90dayperiod preceding their intended use must be submitted to us tor approval. If we donot notify youwithin 20 daysafter we receive the proposed program or advertisingmaterials that we disapprove of such materials,we are deemed tohave given our approval. You must at all times comply with our instructions regarding the use of advertising programs and materials, including modifying or ceasing to use such materials, whether ornot such materials hadbeenpreviouslypreparedorapprovedbyus. You are also required to submitreports verifying your local marketing expenditures as we request. Non-Traditional Restaurants generally are not required to undertake local advertising.

You must, at your own expense, obtain(or contribute to the cost of obtaining)alisting for the restaurant in each "yellow pages" and other telephone directory, including online directories^ serving theTerritory and each such listing must be of the style, format and size, and in such fb as we may specify. Non-Traditional Restaurantsthatdonoacceptordersbytelephone are exempt from this requirement.

We may spend our own funds to produce such promotional materials and conduct such advertising as wedeemnecessary or desirable, tnany advertising conducted solelybyorfbrus, we have the sole discretion to determine the products and geographical markets to be included and the mediumemployed,andwe have no duty or obligationto supply youwithanyadvertisingor promotional materials produced by or for us at our sole expense.

We willbethesoleandexclusiveownerofall materials and rightsthat result from advertising andmarketingprogramsproducedand conducted, whetherbyyou,us,aCooperativeor the MarketingFund.Anyparticipationbyyouinanyadvertising,whetherbymonetary contribution or otherwise, will notvestyou with anyrights in the Marks employed in such advertising orin any tangible or intangible materials or rights, including copyrights, generated by such advertising, ff

-46- requeued by u^ you must assign to us advertising.

We operateaoustomerioyaity program ealied Papa Rewards. Under tbe Papa Rewards program, customers ean earn points eaeb time tbeymakeapurebase online andean redeem tbe points for tree food items witb subsequent online purchases. Although you will incur tbe cost of tbod items provided asaresult of redemption ofPapa Rewards program points, those costs may be countedtowardsthelocaladvertisingcomponentofyour 7%overalladvertisingexpenditure requirement.

As used in the Franchise Agreement and this Disclosure Document, the term "advertising" also includes WebsitesandsocialmediasuchasPacebookandTwitter.The term "Website" means an interactive electronic document, containedinanetwork of computers linked by connnunicat^^ software, thatyou operate or authorize others to operate and thatreters to the restauran^^ Marks, us,ortheSystem.ThetermWebsiteincludes,amongotherthings,hiternet,mobilewebs^^ mobile apps, intranet, e-mail andWorld Wide Web home pages,as well as pages on social media and otherelectronicservices (Franchise Agreement-Section 8(h^.tn connection withanyWebsite: (a) before establishing the Website, you must submit to usasample of the Website format and information in the form andmannerwemayreasonablyrequire;(b)youmaynot establish oruse the Website without our prior written approval; (c) in addition to any other requirements, you must complywiththestandardsandspeciftcationsfbrWebsitesthatweestablishftomtimetotimeinthe Manualsor otherwise in writing;(d) upon ourwrittenrequest,youmust establish yourWebsite only as part of our Website and/or establish electronic links to ourWebsite;and(e)ifyou propose any materialrevisiontotheWebsiteoranyoftheinfbrmationcontainedintheWebsite,yousubmit such revision to us for our prior written approval.

Youmustkeepbooksandbusinessrecordsaccordingtoourfbrmats(FranchiseAgreement- Sectionl3).Youmustbuyandusethecomputersystemandsoftwarethatweperiodicallydesignate.

Information Systems

You are required to purchase, license and use in the operation ofastandardrestaurant only the Designated Software and hitbrmation System that we periodically specify and require. The "Information System" means those brands, types, makes and/or models of connnunications and computer systems, hardware, software, networkdevices,securitysystemsandintemet access platforms specified and required by us for use in the restaurant or between or among Papa John's restaurants and/or us. The Information System will include point of sale systems, information storage,retrieval,andtransmissionsystemsandsecuritysystems.The"DesignatedSofb^are" such software, programming and services as we may specify and require for use by you in the restaurant as part ofthe Information System The Designated Software may consist of software purchasedorlicensedftomusorathirdpartyand/orcontainthird-partysubcomponentsthatwehave the authority to license or sell to you ("Packaged Software") pursuant to and in accordance with agreements that we enter into with such third-par^ Agreements"). The Designated Software may also consist ofor contain proprietary computer software programs thatwe may develop or cause to be developed and that are owned byus and that

-47- we designate for use on the Inform modifications, additions or enh^

TheDesignatedSoftwareem^entfymeindesPr^^ SystemisproprietarytoPapaJohn's Wehavenotapprovedanyeompati^ hardware components ofthe Information System are not proprietary to Papa Jo^^ acquired from an approved supplier and must meet the specifications and requirements of the Information System.

The Designated Software that we currently require is proprietary to Papa John's. Wewill provide software maintenance, research and development^upgrades and enhancements for the Information System. The annual cost ofthis service is the Software Maintenance Pee of$70 per month (payahleandinvoicedmonthly), as furtherdescrihedinltem^.Certaintelephonesupportan^ assistance is provided hy The PapaJohu's Help Desk The costto you will depend on whetheryou use the services thatwe offer(which is notmandatory) and if so, whetheryouselectthefiatmonthly fee option or the fee-fbr-services option, as described in Items6and7.

The current Designated Software was first installed inaPapaJohn's restaurant operated b PJUSAinJanuary20I4andwiIIbeinstaIIedinfianchisedPapaJohn'srestaurantbegjnnin^ 2014. However,wemaydesignateorapprove an alternative or different Information System.

As fiirtherdescribe d in Items6and7and above, we require you to payto us or our affiliate or agent periodic Software Maintenance Pees. At the time the Designated Software is initially installed, wewillrequireyou to paytousan On-Site InstallationPeeifweorouragentperf^ installation of the Designated Software. TheOn-SitelnstallationPeemustbepaidtousin connectionwitheach restaurant opening as described in Item6. Eachtimeamodificationor enhancement is installed at the restaurant, we will require you to payus the On-Site Support Pee unless the modification is made by direct electronic access to your Information System. Wemay raisethesefeesatanytimeandtherearenocontractuallimitsonourrighttodoso Duringtheterm ofthe Franchise Agreement, and provided thatyouareincompbancewiththeterms ofthe Franchise Agreement, wearecontractuaIIyobIigatedtoprovidetoyou,andyoumustpromptIyimpIement, all upgrades, modifications,enhancements, extensions, error corrections and other changes to the InfbrmationSystemdevelopedoradoptedbyusfbruseintheoperationoftherestaurant. Youmust alsomaintainthelnfbrmationSysteminaccordancewithourpublishedreleasenotesanddepIoym^^^ alerts.Ifyoufail to maintain the Information System in accordance with ourpublished maintenance release notes and deployment alerts, you must reimburse any costs that we or our agents incur to bring your Information System up to our standards.

We may also modify the current specifications and the components oftbelnfbrmation SystemandDesignatedSoftware.Wemayrequireyoutoobtainspecifiedcomputerhardwareand/or software, including, without Iimitation,aIicense to use all oraportion ofthe Designated Sof^ from us orathird party underaseparate agreement. Our modification ofthe specifications ofthe Information System may require you to incur costs to purchase, lease and/or license new, replacement or modified computer and communications hardware and/or software and to obtain serviceandsupportforsuchitemsduringtheTermofthe Franchise Agreement.Wecannotestimate

-48- theco^offumreaddifion^en^ configurator Wc may oonfinuc to add hardware and sofiwarc component to the Infbrmafion System and the cost to yon of obtaining such additions enhancements and modifications hcfiiiiydcprcciatcdovcrthcrcmainingtcrmofthcFranchiscAgrccmcnt.Howcvcr,yonarc to incur such costs, provided that the Dcsigna^ foruschy you is the same thatwe arc then spccif^nggcncrailyfi^rusc in Papa John's rcstaurant^^ Thcrcarcnoothcrcontractuathmits on the frequencyorcostofyourohhgatio n to updatcorupgradc anypart ofthe Information System Within 120 days afrcr you receive notice from us, you must obtain the components ofthe Information System thatwe designate and require.

The h^fbrmation System is used in the restaurant for the purpose of restaurant operations. The Information System will collect customer information for use in marketing, employee infbrmationforuscinpayroli, sales statisticsuscdinfinancialrcporting, inventorying for duality Control Center ordering and inventory control. The Information System can perform various other miscellaneous useful tasks and automation.

Wcwill have the right at ail times to access the Information System and to retrieve, analyze, download and use the Designated Software and all software, data and files stored oruscd on it. Wc may access thcInfbrmationSystcmon the premises at the restaurant or from other locations, including our headquarters and regional offices. There arc no contractual limits on our right to access data (Franchise Agrccmcnt-ScctionlO.^c)). All data provided by you, uploaded to our system from your system, and/or downloaded from your system to our system is and will be owned cxclusivclybyus,andwcwillhavcthcrighttouscthatdatainanymanncrthatwcdccmappropriatc without compensation to you.

The cost of the Information System, excluding ancillary services, ranges from$I5,000 to $30,000. Ancillary services that wc provide (installation, support, help desk and software cnhanccmcnt)costupto$8,7I0but,asdcsc^ (footnote 6) and elsewhere in this Itcmll,you arc not required to purchase the ancillary services from us or ouraffiliatc,cxccptfbrthcsoftwarccnhanccmcntfccof$70pcrmonth.However, unless you arc able and qualified to provide these services, you will incur costs from third party vendors. Wccannot estimate the fees charged bythird parties, but wccxpcctthatthcywould be in the same ranges as our standard charges for these services.

The Information System gcncrallywiilnotbc^^ each restaurant must nevertheless have an approved point-of-sale technology system, including, at aminimum,thccapabihtyofcIcctronicrcportingofsaIcs.(Non-TraditionaIFranchiscA^^ — ScctionIO).

Use ofthe designated proprietary Information System is mandatory for all standard Fapa John'srestaurants. Consequently,wcarcunablctocstimatcthccostsofanyaltcrnativcpoint-^^ technology systems, the characteristics and functionalities of which vary widely. Howcvcr,wc expect that the costs of suchasystcm would not materially exceed the costs oftbelnfbrmation System.

-49 Under the Development Agreement an^ restaurant. Withrespeettoeaehproposedloeation,yonmnstsnhmitaeompleted site evaluation form, together with sueh other information and materials as we may reasonably re^ Wewill have 30 days afterreeeiptofsueh information to aeeeptorrejeeteaeh proposed location. Ifwe fail to respond within such 30-day period, the submitted location will he deemed to he approved. We willnotunreasonablywithholdourapprovalofalocation.Wewillconsidersuchfactorsaswedeem material, includingthedemographiccharacte^ predominant character ofthe neighborhood, competition, natureof other businesses in proximityto the site, connnercial characteristics (including the lease terms)and the size,appearand physical characteristics ofthe site. Any proposed lease must include an addendum in the form of ExhibitAto the Franchise Agreement, or contain terms and conditions that we approve which are substantially similar to those contained in FxhibitAto the Franchise Agreement (generally not applicabletoNon-Traditional Restaurants). Onceasiteis approved and hasbeenleasedor purchased,we will deliver the Franchise Agreement to you within 20 days after you provide the address and telephone number (generally not applicable to Non-Traditional Restaurants) for the location. The Franchise Agreement for such location must be signed by you and submitted to us along with the payment of the Initial Franchise Fee withinlOdays after deliveryto you.

UndertheDevelopment Agreement,our approvalofalocationandthedeliveryof a FranchlseAgreementmaybeconditioneduponourdetermination in ourreasonable judgment, that: (i) you have the financial and operational capacity to develop and operate the restaurant; (ii) the proposed site for the restaurant is within the Development Area and isasuitable site based upon criteria established by us from time to time; and (iii) you and your owners are in compliance with the Development Agreement and all Franchise Agreements executed pursuant to the Development Agreement.

Weestimate that there will be an interval of90tol20 days between the execution of the DevelopmentAgreement and the opening ofthe frrstrestaurant, which includesatypical interval o^ 30 to45days between the execution ofthe Franchise Agreement and the opening ofthe restaurant, but the interval may vary based upon such factors as the location and condition of the site, the constructionschedulefbrtherestaurant,theextenttowhichanexistinglocationmustbeconstru upgradedorremodeled,the delivery schedulefbrequipmentandsupplies,delaysin securing financing arrangements and completing training and your compliance with local laws and regulations. You must open the restaurant for business within 60 days after the execution of the Franchise Agreement unless we agree otherwise (Franchise Agreement-Sectionl).

Refbre the opening ofyour first restaurant, we will provide initial training on the operation oftherestaurantto the FrincipalOperator(seelteml5)andyourrestaurantmanagers.The Principal Operator must attend training inacertified training restaurant identified by us, and at Fapa John's University in Louisville, Kentucky. The Principal Operator training is outlined below.

a minimum of two weeks of operations training at a Fapa John's restaurant designatedbyusinordertobecertifiedinallsevenFapaJohn'soperations stations.

-50- two weeks ofRestaurantoperafio^ management.

two weeks of AdvaneedROC("AROC")t^^

one week of training at Papa John'sUniversity at onr corporate headquarters in Lonisviiie, Kentucky ("PJU"^ to include two days ofTrainingG^ certification conducted hyaPapaJohn'srepresentative.

five weeks ofmuiti-unit management ("Mt^") training ifyou are contemplating development ofmore than one restaurant.

a minimum of tour weeks of operations training as outlined hy Papa John's Management Training Program ("MTP")

Trainingwill he provided primarilyatadesignatedPapaJolm's restaurant, although training conductedatPJUwillincludewrittenmateriaisandclassroominstruction.Customizedtraim heconsideredforanyapprovedPrincipalOperatorwhenPapaJohn'sexperienceand tenure indicate sound knowledge ofour operations systems and processes.

All restaurantmanagersmusthe certifiedto PapaJohn's operational standards through MTP outlined helow and may attend training at any approved training restaurant consisting of

Primary operator or operating partner or general manager-

two weeks station training,

two weeks restaurant operators certification,

two weeks advanced restaurant operators certification.

oneweekPJU.

Shifi managers-

two weeks station training,

two weeks restaurant operators certification.

All team memhers must complete new team memher orientation ("NTO") training and he certified inaminimumofthree ofthe seven operations stations. NTO and certification in the team memher'sprimary station must he completed in the team memher's first five scheduled shifts. Certification in the second and third stations must he completed hythe end of the team memher's ^scheduled shift

-51- Wea^oofierMUM^imngfbr^ ^mingconsi^ofoneweekatP^ responsible for costs and expensesofyour^mees(sucha^ compensations MUMtakesplaeeinamarketapprovedbyaPapaJolm'sfranebiseb^^ ("FBD"^ FBDs oversee Papa Jobn'sfrancbise operations inadesignated market or territory.

Tbe Principal Operator and all restaurant managers may be required to attend additional trainingtbatwe determine to be necessary or appropriate.lftbe Principal Operator or anymanager or otber of your employees, inour reasonable determination,does not meet our standards tor l^owledge and performance or does notpursueorsuccesstully complete ourtrainingrequirements, we reserve tbe rigbt to require tbatsucb Principal Operator or employee(s) be retrained, or tbat another person be trained and perform tbe functions of tbe category of employee tor wbicb tbe training was offered. You are responsible for all travel and living expenses and salaries tbat tbe Principal Operator and your employees incur in connection witb training.

Wealsoofferatraining program fbraCertified Training General Manager position.Yo may,atyourexpense,sendaqualifiedemployee("OeneralManager")tbrougbtbisprogram.General Managers maybe certifiedasaTrainingGeneralManageronlyaftercompletionoftbe Management Training Program,asufficient length oftime working inaPapaJolm's restaurant, recommendati^^ by his/her Principal Operatorandapproval bythe assignedPranchise Business Director,completion of all criteria outlinedin the TrainingGeneralManagerSelection Guide and satisfactory completi^^ ofthe TrainingGeneralManagerworkshop.GertifiedTrainingGeneral Managers must also attend course assessments and restaurant evaluations from time to time to maintain certification.

Required training must be completed before opening your first restaurant. An opening support team made up ofour designated employees will be used fbrtrainingpriorto your first two restaurant openings.Ateam will bescheduled to arrive^daysbefbretheopeningofyourrestaurants and stay2to3days afterward. The support team's primary role is to partner with your trained restaurantteam members toconduct on-site trainingwithrespecttotheduties of each position in the restaurant, including the areas of staffing, food preparation and dough management. Before the restaurant opens, you will be required to activate an online training account forthe restaurant. You oryourteammembersmayberequiredto complete some onlinetrainingactivitiesbefbrethearrival ofour opening support team. Afterthe first two restaurants, you mayrequestateam to assist you, but you will be required to payaseparate fee for this service. Changes in the opening date ofa restaurantrequiringtheopeningteam to change travel arrangements may also result in the charging of a separate fee. Many franchisees form corporate entities for liability and tax purposes. Occasionally,afranchisee or franchisee group may be formed by the same owners and principal managersofan existing franchiseecompany . Wewill not be obligated to provide initial training or opening assistance or supporttoanymanagementteamto whom wehavepreviouslyprovided such training, assistance or support, even if the ownership and management has fbrmedanew,separate franchisee entity in order to undertake development and operation of additional restaurant(s).

The initial installation, trainingandsupportfbrtheh^fbrmationSystemisprovi^^ John's certified installeroveratwo to four day process. The certified installer will arrive two days before the restaurant's opening day. The first day will he spent installing and testing the hardware

-52- with the franchisee being response arrival The second daywiit he devoted to data fiie maintenance and restanrantpersonnei^ On the third day, the instaiier wilt continue to provide training and support throughout the restaurant's frrst open day. The fourth day will again involve training and support duringahve situation. This process completes the installation and training ofthe Information System and its associated costs are defined in Items6and7.

ThePapaJolm'slnformationServicesdepartmentof^rshiformation certification ("Certifications Franchisees are eligible to have an employee(s) certified as an hrformation System installer/trainer(s)if they meet the following criteria:

lOor more undeveloped restaurants under the development agreement development ofat least one restaurant opening every quarter approval from the Fapa John's Information Services Department

TobeeligiblefbrCertification, the trainee must attend and complete:

observation ofacomplete Information System installation byacertifiedFapaJohn's corporate installer participation inacomplete Information SysteminstallationbyacertifiedFapaJohn's corporate installer afinal review and certification by FapaJohn'sFieldSystemsDeploymentpersonnel

TomaintaincurrencyofCertification,allcertifiedfranchiseeinstaller/trainersmayb^ required to attend re-certification courses. All travel, lodging and meal expenses forthe franchise employee fbrthese courses are to be paid bythe franchisee.There is no charge forthe training class orthe observation, participation and certification process except forthe franchisee's responsi^^^ for all travel, lodging and meal expenses. Efforts will be made to avoid excessive costs by using franchise sites whenever possible.

Wealso reserve the rightto require any ofyour employees orprospective employees to take part in such training and instruction as we deem necessary. These programs are mandatory and are generally conducted at ourprincipal offices and^ at your restaurant. Wemay also require you to conduct training or instruction at your restaurant using materials, equipment and supplies we designate.

Weexpectthattrainingwillbeconductedforthe Principal Operatorandyourpersonnelafrer theDevelopmentAgreementhasbeensignedandcompleted3or4weekspriortoopeningyourfirst restaurant. Advance planning is required for timely participation in the training program The training offered as ofour most recent fiscal year end is set forth in the following table and further explained in the accompanying notes

-5^ TRAINING PROGRAM

Hours of Classroom Hours of On-the-Job Subject Training Training Location [See Note 3) Establishing an opening routine 50 hours Restaurant Establishing a closing routine 50 hours Restaurant Taking an order 4 hours Restaurant Making a pizza 12 hours Restaurant Delivering a pizza \ hours Restaurant Customer care I hours Restaurant Menu 1 hour Restaurant Food prep 4 hours Restaurant Food safety 12 hours Restaurant Cleaning and sanitation 2 hours Restaurant Shift management 12 hours Restaurant Assessing product quality 2 hours Restaurant Safety and security 25 hours Restaurant Inventory management 10 hours Restaurant Organization of storage areas 1 hour Restaurant Dough management 12 hours Restaurant Cash management 2 hours Restaurant Labor management 2 hours Restaurant Equipment maintenance 1 hours Restaurant Time management 1 hours Restaurant detention 2 hours Restaurant Training 2 hours Restaurant Workplace harassment 1 hours Restaurant Handling emergencies 1 hours Restaurant Labor scheduling 4 hours Restaurant Ordering inventory 4 hours Restaurant >rofit & loss statements 4 hours Restaurant Performance management 4 hours Restaurant Recruiting 4 hours Restaurant

-54- Hours of Classroom Hours of On-the-Job Subject Training Training vocation (See Note 3) Operations Analysis & Reporting 20 hours PJU / System Restaurant Business plan 5 hours PJU/ [Restaurant Vlyers-Briggs 3 hours PJU Marketing 3 hours PJU Pizza grading 1 hour jpju Equipment maintenance 1 hour PJU Profit & loss 3 hours PJU Time management 1 hour Restaurant Mission Critical Evaluation 3 hours IPJU / process Restaurant Coaching 5 hours jpju Recruiting 1 hour bju Behavioral interviewing 2 hours jpju Training 1 hours bju Stop loss 3 hours jpju Social Media 30 minutes jpju iigh Impact Restaurant Visit 72 hours Restaurant Go Left 2 hours jpju Change Management 1 hour IPJU TGM Certification 12 hours PJU Remote desk top management 8 hours Restaurant system

NOTES TO TRAINING TABLE

1. Trainers. Edmond Heelan, our Vice President of Global Operations Support and Training, oversees all of our training functions. Edmond has more than 25 years of experience in the restaurant industry, including more than 10 years experience in training. He began his restaurant career in 1984 as a cook and server for Battleground Restaurant Group, operator of two restaurant concepts in Greensboro, North Carolina. He also was owner/operator of Coach's Sports Bar & Grill in Charlotte, North Carolina for five years. He joined Papa

-55- John^m2000 as Training Coor^ training teamtoPeopieServicesC^ Director ofNew Product Impiementation in 2008 and to Seniors Support andTraining in Pcbmary20it. Hcwaspromotcdto ViccPrcsidcnt,dobai Operations Support and Training in August 201L Trainers wiii vary and change. Wc rcquircTrainingOcncrai Managers to havcamininiuniof2ycarssucccssfui restaurant management orsupcrvisioncxpcricnccwithsaiaryprogrcssion,andasucccssfuitrackrccord asagencrai manager with Papa John's. Wcrcquircthcmtohc certified in hoth the Papa John'sManagcmcnt Training Program and thcTrainingOcncrai Manager program, and to have strong operations skitis and strong vcrhai,writtcn communication and presentation skiiis.

2. Hours ofTraining. Both the Principal Operator training program and the Management Training Program arc organized and carried out as set forth in the foregoing tahlc. The trainingprogramtakcsapproximatclysixwccksto complete. Atypical week consists of 50 to55hoursoftraining/instruction.

3. TrainingPacilitics. Most of the training is "on-thc^oh"training and is typically conducted ataPapa John's certified training restaurant. Classroom instruction may also he utilized to facilitate the trainingprogramhut this ty^ the total hours oftrainingundcrthcOcncralManagcrtrainingprogram and 25% ofthe total hours oftraining and instruction undcrthc Principal Operator training program. However, the Principal Operator will also he required to attend one week oftrainingatPJU.

4. Training Locations; Frequency. In the Principal Operator training program, the first two weeks arc station training conducted in company-owned certified training restaurants, the location to he determined hy the Franchise Business Director. The next two weeks arc conducted primarily in rcgionalccrtificd training rcstaurants,cithcr company-owned or fianchiscd. Once ficldtrainingi s completed, the Principal Opcratorwillattcndaonc-wcck program held atPJU. Anew Principal Opcratortraining program is conducted as the need arises.The ManagcmcntTrainingProgramisconductcdcntirclyinrcgional company-owned or approved fianchiscd restaurants. MUM training consists ofthrcc weeks in an approved market and two weeks in the market where your rcstaurant(s)arc(orwill he) located. The training programs arc not offered onafixed schedule hut rather arc offered as oficn as ncccssaryto meet demand.

ITEM^TERRITORY

TheDevelopment Agreementgran^yourigh^mtheDevelopme^ establish a certain nnmher of restaurants. The Development Area consists of a designated geographic area which will he delineatedhy amapped area appended to the Development Agreement. However, nnlesswe agree otherwise inarideroran amendment to theDevelopment Agreement, the Development Area excludes sites suitable for Non-Traditional Restaurants,^ enclosed malls, institutions(such as hospitals or sc^^

56 mih^rym^^ions^ venues During the term ofthe Development Agreemen^we will notion loeateastandard Papa John's restanrantlnthe Development Area. However, asdeserihedhelow, we may operate other hnslnesseslnthe Development Area or sell products under the Marks in the Development Area suhjeetonlyto the limitations provided tbrinthe Franchise Agreement, and we mayoperate,orlicenseotherstooperate,oneormoreNon-TraditionalRestaurantsatsuitahlevenues within the Development Area unless your Development Area expressly includes such venues

YoumustoperateyourrestaurantataspecificlocationidentifiedintheFranchiseAgreement. You may not conduct husiness at any site other than the restaurant. You may not relocate the restaurant without our written consent,which we will not unreasonahly withhold. We will not, during the term of the Franchise Agreement, locate nor license another to locateastandard Fapa Join's restaurantwithinaspecified radius of you^ Indenselypopulatedurhanareas, such as the city ofNewYork,theTerritory may he reduced toa one-halfmile radius, due to the densityofhouseholdsand/ortheteasihility,logis^ deliveryoperations.FriortosigningtheDevelopmentAgreementorrequiringanyfeepaymenttrom you,we will review with you the radius that we intend to apply for your restaurant(s) and the approximatecustomerhasethatis anticipated to he included in theTerritoryforyourrestaurant(s). Regardless of the radius used to establish theTerritory of your restaurant(s),theTerritor^ restaurant opened pursuant toaDevelopment Agreement cannot exceed the boundaries of the DevelopmentAreaandneitherterminationnorexpirationoftheDevelopmentAgreementwill alter this limitation, tn addition, if you relocate the restaurant, theTerritory will not change unless we agree in writing toachange, and the specitied radius will not necessarily be applicable to the relocated site ofthe restaurant, even though we have approved the new location. Wealso reserve the right to operate, and license others to operate, Non-Traditional Restaurants at suitable venues within theTerritory. Non-Traditional Restaur consent. IfyouopenaNon-TraditionalRestaurant,theTerritorytbrthatrestaurantwillexte^ to the bounds ofthe site in which the Non-TraditionalRestaurantis located. Neither FapaJohn'snor any ofour tranchisees are prohibited trom soliciting or making sales within the Development Ar orTerritory. We have no duty to protect you trom such sales, solicitations, or attempted sales. Consequently,you maytace competition trom other FapaJolm'stranchisees,tr^ we own, or trom other channels ofdistribution or competitive brands that we control. Except tor our obligation not tolocateanother standard Fapa John's restaurant withinyourTerritory,as described above, and the operation of the online ordering system as described below,you will not receive any exclusive territory or trading area.

Jn operating the online ordering system,we will by necessity direct incoming orders toa specific Fapa John'srestaurant.Underthe Franchise Agreement, you must acknowledge and agree thatwe will definethetradeareatbryourrestauranttbrthepurposeof directing onlineorders toy restaurant. However, this online trade area definition does not grant you any exclusivity to any particular customers or geographic territory and we have no obligation to protectyour online trade area or reserve it for your exclusive benefit. Your online trade area may be significantly different than theTerritoryandmaychangefiom time to time.In determiningtowhichFapaJohn's restaurant an online order will be routed,we will consider such matters as we reasonably deem material, including, withoutlimitatiomexistingtradeordeliveryareasofFapaJohn'srestaurants ingeographic

-57- proximifyto the address or customs of sueh proximate Papa John's restaurants;^ effieieney; the opening or closing of other Papa John's restaurants; and other commercial characteristics of geographicaliyproximatePapaJohn^ routing of online orders may change from time to time and such changes may remove particular addresses or groups of addresses, particular customers, groups ofcustomers or geographic area(s) fromroutingtoyour restaurant andonlineorders fromsuchaddresses,groupsof addresses, customers, groupsofcustomersorgeographicarea(s)mayhe re-routed tootherPapa John's restaurants that are now,or that may in the friture he, located near or adjacent to your restaurant. Such other Papa John's restaurants may heownedhy us, our affiliated companies or other franchisees. Jfyou relocate the restaurant, the routing ofonline orders to your restaurant may he reduced, changed, altered or restricted, even though we have approved the new location tor the restaurant.

YourOevelopmentAreaorTerritorywillnothealteredevenifthereisapopulationincrease. Itwillnotheattectedhyyour sales volume. Except as the Development Agreement grants you the right to developaspecitic number ofrestaurants,you are not granted any other option, right oftirst refusal orsimilarrighttoacquireadditionalr^^ either the Development Agreement or Franchise Agreement.

Although we do not currently do so, pursuant to the Franchise Agreement we reserve the right, either directly ortlu^ough affiliated entities, to operate orfranchise or license others or franchise, restaurants or other food related estahlislunents or businesses other than Fapa Jol^^ Pizza restaurants and you agree that we and our affiliates may do so within theTerritory; provided, thatsuchrestaurants or food establishments or businesses will not sell pizza onadelivery basis,or primarily onacarry-out basis. Wealso reserve the right to develop, market and conduct any other business underthe Marks or any othertrademark within and outside theTerritory.Wealso reserve the right, directly or though third parties,to manufacture or sell, or both,within and outside t^^ Territory, pizza and other products that are the same as or similar to those sold in Papa John's restaurants using brand names that are the same as, or similarto, the Marks through any channel of distribution; provided that such items are not sold through restaurants or onaready-to-eat basis.

ITEM^TRADEMARRS

You are not granted anyright to use the Marks under the Develop^^ Those rights are granted under the Franchise Agreement.

Under the Franchise Agreement^we grant you the non-exetusive right to use the Marksin connection with the operationofyourrestaurant.Yourrightto use the Marks is hmited to useduring the term of the Franchise Agreement and in compliance with ati specifications, procedures and standards thatweprescrihe.Atiregistrations and applications were assigned to us when we merged withFJlndiana. Fapa John's owns all right, title and interest in and to the following Marks,which aretheprimarytrademarks, servicemarks,names, logosandsymholsusedhyFapaJohn'sto identify

-5^ the franchisedbusines s and are registered with the U.S. Patent and Trademark Office on the principal register:

Registration Registration Name or Mark Number Class Date Papa John's 1,383,735 42 2/18/1986 Papa John's 1,940,948 30 12/12/1995 Pizza Papa John's and Design 2,033,420 30, 39, 42 1/28/1997

The Section 8 and 15 Affidavit for the mark "Papa John's," Registration No. 1,383,735, was filed in the U.S. Patent and Trademark Office on March 31, 1992. The Section 8 and 15 Affidavit for the mark "Papa John's," Registration No. 1,940,948 was filed in the Patent and Trademark Office on November 16,2001. The Section 8 and 15 Affidavit for the mark "Pizza Papa John's and Design" (the Papa John's logo) was filed in the Patent and Trademark Office on January 31, 2002.

There are no currently effective material determinations of the United States Patent and Trademark Office, the Trademark Trial and Appeal Board, the trademark administrator of any state or any court, nor are there any pending infringement, opposition or cancellation proceedings or material litigation, involving the Marks. PJ Indiana acquired all rights in the trademark "Papa John's" under an Assignment Agreement dated April 4, 1991, between it and Papa John's, Inc., an unrelated Wisconsin corporation. Pursuant to this Agreement, PJ Indiana was assigned ownership of the federal registration of this trademark and all rights to use this mark in all states. PJ Indiana filed this Assignment Agreement with the Patent and Trademark Office. There are no agreements currently in effect that significantly limit our right to use or license the use of the Marks in any manner material to the franchise. As described in Item 11, we have licensed the Marketing Fund to use the Marks.

Your right to use the Marks granted under the Franchise Agreement is non-exclusive, and we retain the right, among others: (a) to use the Marks in connection with selling products and services; (b) to grant others licenses for the Marks, in addition to those licenses already granted to existing franchisees; and (c) to develop and establish other systems using the same or similar Marks, or any other proprietary marks, and to grant licenses or franchises in those systems without providing any rightst o you.

All your usage of the Marks and any goodwill that you establish is to our exclusive benefit and you retain no righti n the Marks upon the termination or expiration of the Franchise Agreement. Unless we approve, you may not use the Marks as a part of any corporate or trade name, or as part of any e-mail address, domain name or other identification of your business in any electronic medium, nor may you use any trade name, trademark, service mark, emblem or logo other than the Marks, as we may designate. You must prominently display the Marks on such items and in the manner we designate, including, but not limited to, signs, plastic or paper products and other supplies and packaging materials. You must obtain such fictitious or assumed name registrations as we

-59- require or as requiredunderapphoablelaw. You must identify yourself as the owner of the restaurant hypiaeingyournameon the restaurant otherdoeumentsthathearanyofthe Marks,and on ait print hy the phrase "an independently owned and operated franchise" or sueh other phrase as we direct.

You must immediately notify us of any information that you acquire ahout any actual or threatenedinfringementoftheMarksortheusehyothersofnames,marks or logos thatarethe same as or similar to any ofthe marks. You must cooperate with us in any suit, claim or proceeding involving the Marks. We, in our sole discretion,will control all decisions concerning the Marks. Wehave no obligation under the Franchise Agreement to protect you against, participate in your defenseorto reimburse youfor,any damages forwhichyouareheid liable inanyproceedingarising out ofyour use ofthe Marks.

Wemayrequire you to modify or discontinue use of any Mark, use additional or substitute Marks orto enterinto one ormore agreements with third parties thatmay limit ormodifyourrights and the rights ofone or more Fapa John's franchisees to use the Marks. Weare not obligated to reimburse you for the costs ofchanging items such as signs, menus, unitbrms and advertisements, or for any other loss or expense caused by orrelated to such addition, substitution, modification or discontinuance. You must comply with our directions within 30 days and use such substitute or additional Marks as we direct.

Wedonotactuallyknowofeither superior prior rightsor infringing usesthatcould materially aftectafranchisee's use ofthe principal trademarks in any state,exceptthatwe are aware ofa"Fapa John's" restaurant that has operated in Boca Raton, Florida (previously in Fompano Beach, Florida) allegedly since 1979, arestaurant operating in East Lansing, Michigan,since approximately 1982 andarestaurantoperatinginGarrison,NewYork,allegedlysince 1985. These entities may have rights to the use ofthe name in their market area. We are aware ofllother restaurantsthathave operated underasimilar mark in Fompano Beach and Fast Foint, Florida; Swampscott, Massachusetts; Grosby,Minnesota;Delevan,Wisconsin;Wolteboro,New Hampshire; Memphis,Tennessee; Lincoln,Nebraska;Mayville,NewYork;andAlbuquerque,New Mexico.W are continually reviewing these matters to determine whether there is any basis for taking action to stop their use. While we are generally aware ofother users ofmarks similar to or the same as the Marks,we have no specific knowledge of whether any other users are currently in operation or actually using any ofthe Marks or marks that are confusingly similar.

ITEM 14: PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION

There are no patents that are material to the franchise. As described below, we claim copyright protection in our Manuals, the Proprietary Programs, videos and related materials although not all of these materials have been registered with the United States Registrar of Copyrights.

We may authorize you to use certain copyrighted or copyrightable works (the "Copyrighted Works"), including the Manuals and the Proprietary Programs. The Copyrighted Works are our valuable property, and your rights to use the Copyrighted Works are granted to you solely on the

-60- condition thatyoucompfywith^ agree that wcwili further create, ofauthorship used in connection with the operation ofthe restaurant, aii ofwhich to hcCopyrightcdWorksundcrthc Franchise Agreement. Such CopyrightcdWorksm^^ not hmitcd to, the materials and information provided to you hy us for use in the operation of the Proprietary Programs. You may not undertake to patent, copyright or otherwise assert proprietary rights to the Proprietary Programs or any data generated hy the use ofthe Proprietary programs. Copyrighting of any material hy us shall not he construed as causing the material to he puhhc information. You will cause all copies of the Proprietary Programs and any data generated hythc use ofthe Proprietary Programs in your possession to contain an appropriate copyright notice or other notice ofproprictary rights thatwe specify.

You agree thatwe arc the owner of the CopyrightcdWorks and any data generated hy use ofthe CopyrightcdWorks You agree that all works of authorship related to the System that arc created inthcfuturcwillhcowncdhy,orliccnscd to,us or ourAffiliatcs. Your use of the CopyrtghtcdWorks docs not vestyouwith anyintcrcstinthem othcrthan the non-cxclusivc license to use the Copyrighted Works granted in the Franchise Agreement. You agree to execute any documcntsthatwcorourcounscl deem necessary for protection of the CopyrightcdWorks or to maintain thcirvalidity or cnfbrccahility,orto aid us in acquiringrights in orin registers Copyrighted Works. You arc required to give notice to us of any knowledge that you acquire concerning any actual orthrcatcned infringement ofthe CopyrightcdWorks. You arc required to coopcratcwithus in any suit, claim or proceeding involving the CopyrightcdWorksorthcirusc to protcctourrights and interests in the CopyrightcdWorks. Wc, in our sole discretion, will control all decisions concerning the CopyrightcdWorks.

You must modifyor discontinue use ofaCopyrightcdWorkifordcrcdhyacourtof compctcntjurisdiction, or ifwc in our sole discretion should deem it necessary or advisable. You mustcomplywithourdircctionsrcgardinganysuchCopyrightcdWorkwithin^Odaysaftcrrcccipt ofnoticc from us. You must also use such additional or substitute CopyrightcdWorks as wc direct. Wcarc not obligated to compensate you for any costs or expenses incurred by you to modify or discontinue using any CopyrightcdWork or to adopt additional or substitute CopyrightcdWorks.

ThcrccurrcntlyarcnocffcctivcdctcrminationsofthcCopyrtghtCffrcc(Librar^ or any court regarding any of the Copyrighted Works. There arc no agreements in effect that significantly limit ourrighttouscor licensed uses actually known to us that could materially affect your use of the CopyrightcdWorks in any state. Fxccpt as described below with respect to the Proprietary Programs, wc arc not required by any agreement to protect or defend the CopyrightcdWorks.

Asfurthcrdcscribcdinltcmll,thcOcsignatcdSofrwarcandalladditions,modifrcationsand enhancements to it arc deemed to be "confidential information" and arc subjectto the provisions of the Franchise Agreement regarding confidential information described below.

Wcwill grant to you, and cause our vendors to grant you,anoncxclusivc, nontransferable, nonassignable license to use the Designated Software, subject to the same terms and conditions as

-61 the Designed Software is hcen^ You agree to he hound hy the terms ofeaeh Packaged Software Agreement and, to the extent you purchase atl or portions the Designated Software ftom or through us, you agree that the vendors and licensors of all or portions ofthe Designated Software are third-party heneftciaries ofthe Franchise Agreement wit^ tull rights to enforce the Franchise Agreement as it pertains to the Designated Software. The Designated Softwareand any data generated hytheuseofthe Designated Softwareare the valuable, proprietaryproperty and trade secret ofusand/or our vendors,and you agree to use the utmost care to safeguard the Designated Software andany data generated hythe use ofthe Designated Software and to maintain the copyright protection and the secrecy and confidentiality ofit.

Upon expiration ortermination ofthe Franchise Agreement, you must allow our employees or agents to remove the Designated Software from the fnfbrmation System, and you must immediatelyreturn to us the Designated Software, each component ofit, any data generated hythe use of it, all documentation for the Designated Software and other materials or information that relate toorreveal the DesignatedSoftwareanditsoperation.Youmustimmediatelydestroyanyand all hack-up or other copies ofthe Designated Software or parts thereof, and any data generated hy the use of the Designated Software(other than financial information relating solelyto you).

Werepresent and warrant to you that if we sell or license the Proprietary Programs to you: (A)wewillhaveallrights,licensesandauthorizationsnecessarytolicensethe Proprietary Programs toyou, suhjectonlyto nonexclusive licenses granted toothers; and(D)theProprietaryProgramswill not, andasaresultofanyenhancements, improvements or modifications provided hy us will not, tothehestofourknowledge, inftinge upon any United States patent, copyright or otherproprietary right of anythird party, tf your use of the Proprietary Programs as provided hy us is enjoined asa resultofaclaim hyathird party ofpatentorcopyrightinfringementorviolationofproprietaryrigh^ we will, in oursole discretion, either:(f)procure foryou the rightto continue useofthePropri^^ Programs as contemplatedhereunder; or (2)replace the Proprietary Programs ormodifyit such that there is no infringement of the third party's rights; and such action hy us will he your sole and exclusiveremedyagainstus in suchevent. Wedo notrepresentorwarrantto you, and will expressly disclaim any warranty that the Proprietary Programs are error-free or that the operation and use of the Proprietary Programs hyyou will he uninterrupted or error-ftee. Wcwill have no obligation or liability for any expense or loss incurred by you arising from use of the Proprietary Programs in conjunction with any other computer program.

Wewill disclose to you certain confidential or proprietary information and trade secrets. Except as necessary in connection with the operation ofthe restaurant and as we approve, you may not, during the term or at anytime afterthe expiration or termination ofthe Franchise Agreement, regardless of the cause of termination, directly or indirectly, use for your own benefit or communicate or divulge to, or use for the benefit of any other person or entity,any trade secrets, confidential information, knowledge or know-how concerning the recipes, food products, advertising,marketing,designs,plans,software and programs or methods ofoperationof the restaurant or the System. You may disclose to your employees only such confidential, proprietary ortrade secret information as is ncccssaryto operate the business and then onlywhile the Franchise Agreement is in effect. Any and all information, knowledge, or know-how that we designate as secret or confidential, including without limitation, drawings, materials, equipment, marketing,

-62- recipes andother data, wiltbedeemed secret andconfidentiat tbrpurposesoftheFranehise Agreement.These restrictions do not a^ part of the public domain(other than through yonr breach of the Franchise Agreem^ Agreements priortodisclosurewasaireadyinyourpossession^isreceivedbyyoufromathirdpa^ (otherthanouraffihate)withoutbreachinganyduty,obhgationorrestriction; oris independent^^ devetoped by you without reference to information disclosed to you by us or any of our aftitiated companies.In addition,disclosure of information in compliance with lawful legal process (^ example,yourcomplying withavalidly issued subpoena) willnotconstituteabrcachof your confidentiality obligations as longasyou give us noticeofsuchprocessandareasonahleopportunity to oppose the disclosure or seek other protective orders or remedies to protect our confidential information.

ITEM^OBLIGATIONTOPART^PATEINTHE ACTUALOPERATION OFTHEFRANCHISEBU^NESS

You(oryourmanaging shareholder orpartne^are not obhg^^ thedireetoperationofyonrrestanrant,exeeptasdeserihedhelow.Yonmnstdes toserveasyonr"PrineipalOperator"nnderhoththeOevelopment Agreement Agreement. Ifyon are an individnal, yon are the "Prrneipal Operator." Ifyonareaeorporation, limited liahility company or partnership, the Principal Operator mnst meet the following qnalifications:

1. The Principal Operatormnstownatleasta5% equity interest in yon; provided that yon will not he in default ofthis requirement if the Principal Operator is entitled toahonns of not less than 5% ofthe net profits ofthe restaurant, payahle after the end ofeach Period, and also has the rightto acquire not less thana5%equityinterestin you within 12monthsofhis or her hire date, pursuanttoawritten agreement hetween the Principal Operatorand you. Youmustprovide us with acopy of any such agreement upon request. Once the Principal Operator has acquired an equity interest in you, he or she must continue to own that interest(oragreaterinterest)during the entire period he or she serves as the Principal Operator.

2. The Principal Operatormust devote full time and hest efforts to the supervision and conductofthedevelopmentandoperationoftherestaurantand,underthe Franchise Agreementand Development Agreement,mustagreetohehoundhy the confidentiality and non-competition provisions ofthe Owner Agreement. At such time as the Principal Operator hecomes an owner of an interest in you, he or she must agree to he hound hy all the provisions ofthe Owner Agreement, acopy of which is attached as Exhihit^.

3. The Principal Operator must heaperson approved hyus who completes our initial training requirements and who participates in and successfully completes all additional training a^ we mayreasonahly designate.

4. The Principal Operator must he proficient in English.

-63- I^at anytime for any reason, the Pri^ mnst promptly designate another Prinei^ andnotityns.

Underthe Franchise Agreement, the PrineipaiOperator(whohassneeessfuliyeompiet^^ initial trainingprogram)mnstpersonaiiy devote his/hertutitimeandhesteffbrtst^ operation of the restaurant in order to ensure compliance with the Franchise Agreement and to maintain ourhighstandards.Managementresponsihilityincludespresenceofthe Principal Operator oramanagerattherestaurantduringallhusinesshours;maintainingthehigheststandardsofproduct qualityand consistency; maintainingtherestaurantin the highestconditionofsanitation,cle^^ andappearance;andsupervisingemployeestoensurethatthehigheststandardoFserviceis provided andtoensurethatyouremployeesdcalwithcustomers, suppliers, us, and all other persons ina courteous and polite manner, ff you operate multiple restaurants inasuhstantially contiguous developmcntarea, you arerequiredtoappointaFrincipal Operator for all ofyour operations. You arenotrequiredtoappointaFrincipal Operator for each individual restaurant.

ffyouareacorporation, limited liability company orpartnership, each shareholdcr,memher or partner must personally guaranteeyourohligationsundertheFranchiseAgreementand/or Oevelopment Agreement and also agree to he personally hound hy, and personally liable for the breach of, every provision ofthe Franchise Agreement and/or Development Agreement, pursuant to the Owner Agreement.

ITEM 16: RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL

You must offer for sale and sell only those products and services that we approve or specify and you must make all menu items specified by us available for sale by carry-out and delivery service from the restaurant, except that no delivery service may be provided from a Non-Traditional Restaurant without our written consent. You may not offer for sale any products or provide any services that we have not approved (See Items 8 and 9). We have the right to change the types of authorized products and there are no limits on our right to do so. We may require you to accept specified forms of payment from customers.

Except as described above, we place no restrictions on your ability to serve customers provided you do so from the location of the restaurant in accordance with our standards (See Item 12).

ITEM 17: RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION

This table lists certain important provisions ofthe Franchise Agreement and related agreements. You should read these provisions in the agreements attached as exhibits to this Disclosure Document.

-64- THE FRANCHISE RELATIONSHIP

Section in Provision Franchise Agreement Summary a. Length of the franchise term Section 2.(a) 10 years. b. Renewal or extension of the Section 2.(c) 10 year renewal if you term meet certain requirements.* c. Requirements for franchisee Section 2.(c) Written notice, remodel, to renew full compliance, sign then current form of Franchise Agreement, secure approved location, pay renewal fee, sign release. Principal Operator completes training and we are continuing to offer franchises in your state. Renewal may require you to sign a contract with materially different terms that your original contract.* d. Termination by franchisee None You have no right to terminate. e. Termination by franchisor None We have no right to without cause terminate without cause. f Termination by franchisor Section 19 We can terminate only if with cause you commit any one of several listed violations. g. "Cause" defined-curable Section 19.(c) 15 day cure period for defaults curable defaults.**

-65- Section in Provision Franchise Agreement Summary h. "Cause" defmed-noncurable Section 19.(a) Assignment for creditors, defaults and (b) bankruptcy filing or adjudication or similar proceeding, final judgment unsatisfied, your dissolution, your interest subject to an attachment or similar action, execution levied on your property, you default under a security agreement and we elect to assume the indebtedness, cease operation or lose right to possession, unpermitted transfers, criminal conviction or other actions adversely affecting Marks, failure to transfer as required, disclose confidential information, repeated defaults, violate non­ competition provisions, maintain false books, records or reports, failure to maintain required insurance coverages, impair value of the Marks or System or imminent danger to public heath or safety.

-66- Section in Provision Franchise Agreement Snmma^ i. Pranohise^sobiigationson Sections Cease operating franchised termination/nonrenew^ business, cease nsc of confidential information and Marks, return property, cancel assumed or similar name registrations, assign lease or dc-identify, pay outstanding amounts and damages, dclivcrmanuals, assign phone numbers, comply with covenants, (sec also r). ^ Assignment of contract by Section i4 (a) No restriction on our right franchisor to assign. k. "Transfer" by franchisee- Scctionff^a)and Includes transfer of any defined i^b) interest in the agreement, assets or you, including Principal Operator's interest. L Franchisor approval of Scctioni4(h) Wchavcthc right to transfer by franchisee approve all transfers except transfers to or among your shareholders, members or partners.

-67- Section in Provision Franchise Agreement Summary m. Conditions for franchisor Section 14.(c) Full compliance, transferee approval of transfer qualifies and provides required documents, all amounts due are paid in full, completion of training, $4,000 transfer fee paid, then-current Franchise Agreement and other agreements signed, franchisee executes or delivers other required documents including release. A copy of our standard form of Authorization to Transfer is attached hereto as Exhibit L. n. Franchisor's right of first Section 14.(b) and (i) We have right to match refusal to acquire offer. franchisee's business o. Franchisor's option to Section 20.(b) We have the right to purchase franchisee's purchase the assets ofthe business restaurant for fair market value on termination or non-renewal. Death or disability of Section 15.(a) Franchise must be assigned franchisee to approved buyer within 9 months. Heirs or estate may qualify as an approved buyer or transferee provided our standard franchisee qualifications are met and an approved Principal Operator is appointed. Non-competition covenants Section 16.(a) No involvement in any during the term of the competing business franchise anywhere.

-68- Section in Provision Franchise Agreement Summary r. Non-competition covenants Section 16.(c) No interest in competing after the fianchisei s business for 2 years within terminated or expires 10 miles of the restaurant or any other Papa John's pizza restaurant. s. Modification of the Section 25.(e) No modifications generally agreement but Operations Manual subject to change. t. Integi ation/merger clause Section 25.(c) Only terms of Franchise Agreement are binding (subject to state law). u. Dispute resolution by Section 23.(a) Arbitration of most arbitration or mediation disputes in Louisville, Kentucky. v. Choice of forum Section 23.(b) Litigation in Jefferson County, Kentucky (subject to state law). w. Choice of law Section 23.(b) Kentucky law applies (unless prohibited by laws of state where restaurant is located).

*We may condition renewal upon your execution of our then-current form of Franchise Agreement. The Franchise Agreement that you sign upon renewal of your franchise may contain terms that are materially different fromyou r original Franchise Agreement.

**1:I n case of a default that affects public health or the health or safety of the public or restaurant employees, we may reduce the cure period to 72 hours and require you to close the restaurant until the default is remedied.

This table lists certain important provisions of the Development Agreement. You should read these provisions in the Development Agreement attached to this Disclosure Document.

-69- Section in Provision Development Agreement Summary ^ Length ofthe franohise Sections As specified. term h. Renewal or extension None You have no renewal or ofthe term extension rights under the Development Agreement. e. Requirements for None You have no renewal or tranehiseetorenewor extension rights under the extend Development Agreement. d. Termination hy None The Development Agreement franchisee gives you no right to terminate. e. Termination hy None The Development Agreement franchisor without grants us no right to terminate cause you without cause. f Termination hy Sectionff(a)and(h) Wecan terminate only if you franchisor with cause commit any one of several listed violations. (Seeg. helow). g "Cause" defined- SectionfL(a) 15 day cure period for curahle curahie defaults defaults. h "Cause" defined Sectionfl^a)andll(h) Assignment for henefit of noncurahle defaults creditors, bankruptcy filing or adjudication or similar proceeding, final judgment unsatisfied, your dissolution, your interest subject to attachment or similar action, execution levied on your property,failure to comply with development schedule, franchise agreement termination, unpermitted transfers, failure to comply with covenants.

7^ Section in Provision Development Agreement Summary i. franchisees Sectionil(d) No further right to develop obligations on restaurants. termination/non- renewal ^ Assignment of contract Section t2^a) No restriction on ourright to hy franchisor assign. k "TransfeBhy Section 12(b) Governed by same terms as franchisee-defrned Franchise Agreement (See Section k. above). L Franchisor's approval Section 12(b) Not transferable without our oftransferhy consent. franchisee m. Conditions for Section 12(b) You must have our consent to franchisor's approval transfer. of transfer n. Franchisor's right of Section 12(b) Not applicable to first rethsal to acquire Development Agreement. franchisee's business o. Franchisor's option to None Wehave no purchase option. purchase franchisee's business p. Death or disability of Governed by same terms as franchisee Franchise Agreement(see Section p. above). q. Non-competition Section6(b) No involvement in any covenants during the competing business anywhere. term r. Non-competition Section ^(a) No interest in competing covenants afrer the business fbr2years within the franchise is terminated Development Area or 10 or expires miles of any other FapaJohn's restaurant. s. Modification ofthe Sections No modifications generally. agreement

-71- Section in Provision Development Agreement Summary t. Integration/ merger Section 18 Only terms of Development clause Agreement are binding (subject to state law). u. Dispute resolution by Section 14 Arbitration of most disputes arbitration or in Louisville, Kentucky. mediation v. Choice of forum Section 14.(c) Litigation in Jefferson County, Kentucky (subject to state law). w. Choice of law Section 14.(b) Kentucky law applies (unless prohibited by laws of state of Development Area).

ITEM 18: PUBLIC FIGURES

Peyton Manning, a well-known professional football player, owns an interest in a 21-unit "Papa John's" franchisee in the Denver market. Before investing in that franchisee, Mr. Manning signed a limited-time endorsement agreement with us, under which he agreed to appear in television commercials to promote "Papa John's" products and our brand to consumers in exchange for compensation. Beginning in October 2012, on a very limited basis, Mr. Manning has also recommended our franchises to prospective franchisees. Mr. Manning is not involved in the management or control of the franchisor and has made no investment in the franchisor.

Jerome Bettis, a well-known former professional football player, is a principal in a Papa John's franchiseetha t owns and operates Papa John's restaurants in the Pittsburgh Pennsylvania area. In June 2013, we entered into an agreement with Mr. Bettis and the franchiseei n which we agreed to make an annual contribution of $25,000 to the Papa John's advertising Cooperative for the Pittsburgh area in exchange for Mr. Bettis recording two radio advertisements. In 2014, we began using the radio advertisements featuring Mr. Bettis to promote the sale of Papa John's franchises. Mr. Bettis is not involved in the management or control of the franchisor and has made no investment in the franchisor.

Except as described above, we do not use any public figure to promote our franchise.

ITEM 19: FINANCIAL PERFORMANCE REPRESENTATIONS

The FTC's Franchise Rule permits a franchisort o provide information about the actual or potential financial performance of its franchised and/or franchisor-owned outlets, if there is a

-72- reasonable basis for the information, and the information is included in the disclosure document. Financial performance information that differs from that included in Item 19 of the disclosure document may be given only if: (1) a franchisor provides the actual records of an existing outlet that you are considering buying; or (2) a franchisor supplements the information provided in this Item 19, for example, by providing information about performance at a particular location or under particular circumstances.

Presented below are average restaurant-level sales revenues of our domestic franchised and company-owned Papa John's restaurants for our fiscal year ended December 29, 2013, along with average restaurant-level cash expenses for company-owned Papa John's restaurants only. The following revenue and cash flow data is drawn from our financial books and records, which are kept on a basis consistent with Generally Accepted Accounting Principles ("GAAP") in the United States. All information is based on actual historical costs and results. Thus, there are no material assumptions associated with the data, other than the principles of GAAP. A number of factors may affect the comparability of the expense (or cash outflow) data, which is drawn solely from company- operated restaurants, to franchised restaurants and the data's effectiveness as a guide or template for potential operating results of a franchised restaurant. The most significant of these factors are discussed in the notes following the data. You should carefully consider these factors when reviewing, analyzing considering the data presented below.

Restaurant Revenues:

Average Sales - Company-owned restaurants $984,857

289 Company-owned restaurants, 45.2% of the total included in the data, achieved sales revenues of $984,857 or greater in 2013.

Average Sales - Franchised restaurants $782,816

1,015 Franchised restaurants, 43.7% of the total included in the data, achieved sales revenues of $782,810 or greater in 2013.

Average Cash Flows (Company-owned restaurants only): Percent of Sales

Food Costs $307,579 31.2% Labor Costs and Taxes 199,957 20.3% Manager's Labor and Taxes 43,010 4.4% Mileage 45,068 4.6% Advertising 92,020 9.3% Controllables* 63,183 6.4% Rent and Common Area Maintenance 34,619 3.5% Other Non-Controllables** 44,112 4.5% Training Costs 3,705 0.4%

-73- S^8om^ 19%

^^C^^ws ^27994 130%

298 Company-owned restauran^^ greater annual pre-tax oash flows in 2013.

*Controllableslnelndes: eash over and short, snrallwares, repairs and maintenance, commissions, telephoneexpenses, utilities, cleanmg supplies,^ uniforms, equipment rental, postage, donations, dues and subscriptions, meals and entertairu^ travel and lodging, employee incentives, professional fees, and special events.

**CtherNon-Controllablesincludes:propertytaxes,managementhealthinsur^^ credit card charges, bank charges, business licenses, and worker's compensation insurance.

Notes and Comments

Historical Performance Data

Thefbregoinginfbrmationisdrawnfromactualhistoricaldatafromourdomesticresta Historical information may not beareliable predictor of future results or experience Future performance may be affected by many factors at variance from the conditions that yielded past results and experience, includingwithoutlimitafi^ inflation or rising costs in general, especially for labor and energy; general economic upturn or downturn; changing consumer tastes, preferences or sensibilities; and effectiveness of a orpromotional campaigns. Wedonotmakeanyguaranteeoffuturesales,costs or profits.

Expense Data: Company-Owned Restaurants Cnly

Recausewedonotmaintainoraudittheaccountingrecordsofourfranchisees,wewouldbe unable to make any representation with respect to the reliability ofthe expense data of franchised restaurants.Weare unable todetermme,fbrexample, whether records are kept inamannerthat would permit reporting of cost data in accordance with CAAP or whetherthefranchisees'bookkeepingandaccountingsystems,practicesandcontrolsaresuffrciently robust to ensure that the data is reliable. Asaresult, we present only Company-owned restaurant data with respect to expense(or cash outflow^items. Wehave also excluded restaurants that were acquired from franchisees or divested to franchisees during the year from the Company-owned restaurants because wecannotverifyormakeanyrepresentationsas to theirexpensedatafbrthepart ofthe year during which the restaurants were franchised rather than Company-owned. See "Full YearOnly^notebelow forthe numberofCompany-ownedrestaurantsincludedinthe average cash flow data.

-74- F^Y^O^y

Atthec^e of our fiscal ye^th^ rcstaurau^665 of which were compauy-owucd, including rcsta^^ which wchavcamajorifyintcrcst(atotalofl91rcstauran^Howcvcr^hcforc^^^ only fiom standard (or "tradifional") restaurants that were open the enfire year of 201^ including results fiom Non-Traditional Restaurants and restaurants that were open onlypart ycarwould skew the annual revenue and expense data. Therefore, the total numher ofrestaurants included in the foregoing data is 2,961,comprising^,322 fianchiscdrcstaurants and 639Compan owned restaurants.

Averages

The sales revenue data presented is hascd on averages for our domestic restaurants. Many restaurants have lower sales performance than the average for all restaurants. Withadatahasc consistingofmorcthan3,000 restaurants, th^ data that vary significantly fiom the average. Some restaurants have sold or earned as much as shown in the foregoing data. Your individual results may differ. Wcmakc no assurance that you will sell or cam as much. Similarly, the cash expense data for our Company-owned restaurants rcprcscntsavcragcs acrossapopulationofmorc than 600rcstaurants.Thus, manyCompany-owncd restaurants have costs that arc higher than the system-wide average. Performance ofaparticular restaurant, in terms ofhoth revenues and expenses, may he affected hy many factors, including without limitation: location(whcthcrthc restaurant is inaficc-standinghuilding,in-lin^ center or an end-cap inastrip center; whether the restaurant is inahigh-visihility, high-traffic location); population density in the restaurant's trade area; business acumen and managerial ski^ ofrcstaurant management personnel; prevailing wage rates and quality ofthe available lahorpool; availability and cost of commercial rental property; the presence and aggressiveness of the competition; and utility costs.

Core Business Revenues

The revenue figures forboth franchised and Company-owncdrcstaurants include only sales offbodand beverages arising in the ordinary courscofrctail operations.Non-rccurring items, s^^ as proceeds from the sale ofuscd furniture or equipment, arc not included.

Non-Cash Items

Thccash flow data docs notincludc depreciation cxpcnscoranyothcrnon-cash items.Cvcr time, wom out or obsolete restaurant equipment will have to be replaced and leasehold improvements, signage, computer systems andrcstaurant furnishings may have to be refurbished, remodeled, upgraded or replaced. The foregoing cash flow data docs not include anyrcscrves for funding any ofthese types of improvements orupgrades.

-75- Royalty

Company-owned restaurants do not payaroyalty. The expenses inenrredbyatranehised restaurant wilt inelnde our standard royalty.

EeononriesofSeale

Because we operate more than 600 eompany-ownedrestaurants,we are able to aehleye certain economies of scale and operational efficiencies that may not he ayallahletoafranehisee operatmgonerestaurantorahmltednumherofrestaurants, as is the case forthe typical For example, we hayeamultitiered management hierarchy. At the higher levels ofmanagement, we are ahle to rely on the expertise of management executives withawealth of experience in the restaurant and food service industries. Youmay not he ahle to achieve the same level of management expertise. You willhe relyingprincipally onyour ownhusiness acumen and managerial skills and perhaps that of your Principal Operator. However, the income from our company owned restaurants ultimately must hear the costs of our management team and other corporate office overhead. These costs are not refrected in the foregoing cash flow data,which reflect operational cash flows at the restaurant level, excluding the hurden of corporate overhead.

Because ofthe size of our Company-owned operations, we are ahle to supportamarketing department, withpersonneldedicatedtomarketingfunctions,aswellasdedicatedcashmanagement, payroll and other administrative functions. You and your Principal Operatorwill perform mostof thesefunctions,althoughsomeadministrativefunctionsmayheout-sourced. Unlessyouare developingasignificantnumher ofrestaurants, youmaynot he ahle to have experienced personnel dedicated to specific functions, such as marketing.

We areapuhlicly-traded company and have raised significant capital through our stock offerings. Wctypically do notrequirehankfinancingfor constructionor equippingof our restaurants or for capital improvements or for updating or replacement ofwom-out or obsolete equipment in our restaurants. However, to the extent that we do require financing, we are ahle to drawonasignificant line of creditfromourprimary efficiencies will he available to you.

Weare also able to obtain economiesofscale in other areas, such as insurance, that maynot be available to franchisees. Because ofthe size ofour operations, insurance risks are spread over agreaternumberofrestaurants,whichenablesustobargain for lower group-rate insurance costs. Wearealsoabletousethesizeofouroperationstoachievevolumediscounts and othercost savings based on our purchasing power. These cost savings, in areas including telephone services and advertising, maynot be available to franchisees operating onasmaller scale.

Restaurant and Market Maturity

Sales ofaparticular restaurant may he affected by howlong the restaurant has been in operation andhowsuccessfullythesurroundingmarkethas been penetrated.Typically,sales "ramp up"astherestaurantandmarketdeyelop.Newrestaurants(openfbrlessthanoneyear)typi^^^

-76- notoperateasefficientfyorasprofi^ open^thanoney^^^ic^ e^bhshconsumerrecognifionandbuildacu^omer^^ Grea^pene^fion ^gre^^numberandconcen^ionof^aura^^ Clusters of re^aurants may be able^ radio,wbieb would be prohibitively expensive for restaurants iualarge media market. Tbe foregoing Company-owned restaurant data represents averagesforallofourdomestierestaurants,someofwbiebarelongestablisbedintbeirloeationan^ some ofwbiebarerelativelynew. Most of ourCompany-ownedrestaurants are inbigbly developed and bigbly penetrated markets.

Market Loeation

Our eompany owned restaurants are typically clustered in and around major metropolitan areas, sucb as Atlanta, St. Louis and Nasbville. Many trancbised restaurants are operated in less densely populated areas,witb more limited access to advertising media.

Traditional Restaurants Only

Tbeforegoingdata refers only to standard(or"traditional^Papa John'srestaurants. Performance data for Non-Traditional Restaurants varies widely,dependingupon the nature non-traditionallocation,numberofeventsorsalesdatesandotherwidelyvaryingfactors.Thus,thi^ Item t9is applicable to traditional Papa Jolm's restaurants only. Wedo notfnrmsh or antho^^ onrsalespersons to furnish any oral orwritten information concernmgtheactnalorpotential sales, costs, income or profits ofaPapa John's Non-Traditional Restaurant

Other Data

Except asdescribedbelow,wedonottumish or authorize the furnishing to prospective franchisees of any oral orwritten information otherthan the data provided above. Wemayprovide to you the actual performance data ofaparticular restaurant that you are considering purchasing. Also,we may, but we have no obligation to, provide to you supplemental data consisting ofa segmentation or subset ofthe above data.Por example, we mayprovide data foraparticularregion orindividualstate.lf we do so, that supplemental data will be in writing and will be limited to the typesofinfbrmationsetfbrth in the above data Wedo not furnish and do not authorize anyone furnish supplemental data that is outside the scope ofthe data provided above.Ifyou obtain any otherfinancial information concerning Papa Jolm's restaurants, do notrely on it asarepresentati^^ ofPapa John's.

Your Own Que Diligence

You shouldconstruct your own^^^cashflowstatement and make your own projections concerning potential sales,operatingcosts,totalcapitalinvestmentrequn^ operating cashrequirements, debt, cashfiow,andotherfinancial aspects of operatingaPapaJohn's restaurant.You should notrely solely on the information provided byus. You should conductyour

-77- own investigation of revenue and expense potential for your proposed Papa John's restaurant, including consultation with your own attorney, accountant or other adviser and other Papa John's franchisees.

CAUTION

AS A CONSEQUENCE OF THE FACTORS DISCUSSED ABOVE, AND OTHER VARIABLES THAT WE CANNOT ACCURATELY PREDICT, A NEW FRANCHISEE'S INDIVIDUAL FINANCIAL RESULTS ARE LIKELY TO DIFFER FROM THE RESULTS SHOWN IN THE DATA INCLUDED IN THIS ITEM 19.

Substantiation of Data

Substantiation ofthe data used in preparing the data set forth in this Item 19 will be available to prospective franchiseesupo n reasonable request.

ITEM 20: OUTLETS AND FRANCHISE INFORMATION

Table No. 1 Systemwide* Outlet Summary for Years 2011 to 2013

Outlets at the Outlets at the Outlet Type Year Start ofthe Year End ofthe Year Net Change Franchised 2011 2,300 2,403 +103 2012 2,403 2,483 +80 2013 2,483 2,537 +54 Company- 2011 591 598 +7 Owned** 2012 598 648 +50 2013 648 665 +17 Total Outlets 2011 2,891 3,001 +110 2012 3,001 3,131 +130 2013 3,131 3,202 +71

•United States only. Alaska and Hawaii are included in these tables in order to present complete United States data. However, this disclosure document is not applicable to those states because Papa John's restaurants in those states operate on a materially different program. Principally, those restaurants are not served by PJ Food Service and do not participate in the domestic marketing fund. Principally due to these supply chain and marketing administration

-78- differences, restaurants in Alaska and Hawaii are administered under our international program. Consequently, developers in Alaska and Hawaii are not eligible for the development incentives described in this disclosure document.

** Includes franchiseesi n which we own a majority interest, a total of 191 outlets.

Table No. 2 Transfer of Outlets from Franchisees to New Owners (other than the Franchisor) for Years 2011 to 2013

State Year Number of Transfers Alabama 2011 1 2012 9 2013 1 Alaska 2011 0 2012 0 2013 0 Arizona 2011 1 2012 0 2013 0 Arkansas 2011 1 2012 0 2013 1 California 2011 2 2012 17 2013 36 Colorado 2011 2 2012 16 2013 7

-79- State Year Number of Transfers Connecticut 2011 0 2012 0 2013 6 Delaware 2011 0 2012 0 2013 1 District of Columbia 2011 0 2012 0 2013 0 Florida 2011 3 2012 1 2013 1 Georgia 2011 0 2012 1 2013 0 Hawaii 2011 0 2012 0 2013 0 Idaho 2011 0 2012 0 2013 0 Illinois 2011 4 2012 7 2013 14 Indiana 2011 0 2012 15

-80- State Year Number of Transfers 2013 0 Iowa 2011 0 2012 0 2013 0 Kansas 2011 1 2012 0 2013 0 Kentucky 2011 2 2012 0 2013 2 Louisiana 2011 0 2012 2 2013 0 Maine 2011 0 2012 0 2013 0 Maryland 2011 0 2012 1 2013 1 Massachusetts 2011 1 2012 0 2013 5 Michigan 2011 0 2012 1 2013 0

-81- State Year Number of Transfers Minnesota 2011 0 2012 0 2013 0 Mississippi 2011 0 2012 2 2013 0 Missouri 2011 0 2012 7 2013 0 Montana 2011 1 2012 0 2013 0 Nebraska 2011 0 2012 0 2013 1 Nevada 2011 0 2012 1 2013 2 New Hampshire 2011 0 2012 0 2013 0 New Jersey 2011 5 2012 2 2013 14

-82- State Year Number of Transfers New Mexico 2011 1 2012 0 2013 0 New York 2011 3 2012 14 2013 7 North Carolina 2011 1 2012 0 2013 1 North Dakota 2011 0 2012 0 2013 1 Ohio 2011 1 2012 0 2013 5 Oklahoma 2011 0 2012 0 2013 0 Oregon 2011 0 2012 0 2013 0 Pennsylvania 2011 2 ^2012 1 2013 29

-83- State Year Number of Transfers Rhode Island 2011 0 2012 0 2013 2 South Carolina 2011 0 2012 0 2013 0 South Dakota 2011 0 2012 3 2013 0 Tennessee 2011 0 2012 12 2013 1 Texas 2011 3 2012 7 2013 9 Utah 2011 0 2012 0 2013 2 Vermont 2011 0 2012 0 2013 1 Virginia 2011 0 2012 0 2013 1

-84- State Year Number of Transfers Washington 2011 2 2012 0 2013 8 West Virginia 2011 0 2012 0 2013 0 Wisconsin 2011 8 2012 0 2013 8 Wyoming 2011 0 2012 0 2013 0 Total 2011 43 2012 122 2013 167

-85- Table No. 3 Status of Franchised Outlets For Years 2011 to 2013

Ceased Outlets Reacquired Operations - Outlets at at Start Outlets Non- by Other End of State Year of Year Opened Terminations Renewals Franchisor Reasons the Year Alabama 2011 72 1 1 0 0 0 72 2012 72 5 4 0 0 0 73 2013 73 6 0 0 0 0 79 Alaska 2011 5 1 0 0 0 0 6 2012 6 0 0 0 0 0 6 2013 6 0 0 0 0 0 6 Arizona 2011 30 4 1 0 0 0 33 2012 33 6 2 0 0 0 37 2013 37 2 3 0 0 0 36 Arkansas 2011 20 4 1 0 0 0 23 2012 23 0 0 0 0 0 23 2013 23 1 0 0 0 0 24 California 2011 203 6 7 0 0 0 202 2012 202 12 5 0 0 0 209 2013 209 17 16 0 0 0 210

-86- Ceased Outlets Reacquired Operations - Outlets at at Start Outlets Non- by Other End of State Year of Year Opened Terminations Renewals Franchisor Reasons the Year Colorado 2011 46 5 2 0 0 0 49 2012 49 0 3 0 21 0 25 2013 25 1 2 0 0 0 24 Connecticut 2011 3 2 0 0 0 0 5 2012 5 6 0 0 0 0 11 2013 11 6 1 0 0 0 16 Delaware 2011 11 2 0 0 0 0 13 2012 13 0 2 0 0 0 15 2013 15 0 0 0 0 0 15 District of Columbia 2011 10 0 0 0 0 0 10

2012 10 i 0 0 0 0 0 10 2013 10 1 0 0 0 0 11 Florida 2011 205 3 1 0 0 0 207 2012 207 14 0 0 0 0 221 2013 221 8 2 0 0 0 227 Georgia 2011 54 2 1 0 0 0 55 2012 55 5 0 0 0 0 60 2013 60 2 0 0 0 0 62

-87- Ceased Outlets Reacquired Operations - Outlets at at Start Outlets Non- by Other End of State Year of Year Opened Terminations Renewals Franchisor Reasons the Year Hawaii 2011 15 0 1 0 0 0 14 2012 14 0 0 0 0 0 14 2013 14 0 0 0 0 0 14 Idaho 2011 10 0 0 0 0 0 10 2012 10 1 0 0 0 0 11 2013 11 0 0 0 0 0 11 Illinois 2011 78 17 1 0 0 0 94 2012 94 22 1 0 0 0 115 2013 115 4 3 0 0 0 116 Indiana 2011 80 1 1 0 0 0 80 2012 80 4 0 0 0 0 84 2013 84 1 1 0 0 0 84 Iowa 2011 24 0 1 0 0 0 23 2012 23 0 0 0 0 0 23 2013 23 3 1 0 0 0 25 Kansas 2011 20 0 1 0 0 0 19 2012 19 0 0 0 0 0 19 2013 19 2 0 0 0 0 21

-88- Ceased Outlets Reacquired Operations - Outlets at at Start Outlets Non- by Other End of State Year of Year Opened Terminations Renewals Franchisor Reasons the Year Kentucky 2011 65 6 1 0 0 0 70 2012 70 0 0 0 0 0 70

2013 70 0 0 0 0 0 70 Louisiana 2011 54 6 1 0 0 0 59 2012 59 3 1 0 0 0 61 2013 61 2 2 0 0 0 61 Maine 2011 7 0 0 0 0 0 7 2012 7 0 1 0 0 0 6 2013 6 1 0 0 0 0 7 Maryland 2011 37 3 1 0 0 0 39 2012 39 3 2 0 0 0 40 2013 40 0 0 0 0 0 40 Massachusetts 2011 17 2 1 0 0 0 18 2012 18 1 0 0 0 0 19 2013 19 1 1 0 0 0 19 Michigan 2011 42 2 4 0 0 0 40 2012 40 5 2 0 0 0 43 2013 43 5 3 0 0 0 45

-89- Ceased Outlets Reacquired Operations - Outlets at at Start Outlets Non- by Other End of State Year of Year Opened Terminations Renewals Franchisor Reasons the Year Minnesota 2011 44 3 0 0 0 0 47 2012 47 1 4 0 29 0 15 2013 15 2 0 0 0 0 17 Mississippi 2011 23 4 0 0 0 0 27 2012 27 3 0 0 0 0 30 2013 30 3 1 0 0 0 32 Missouri 2011 28 2 0 0 0 0 30 2012 30 4 1 0 0 0 33 2013 33 1 2 0 0 0 32 Montana 2011 9 1 0 0 0 0 10 2012 10 0 0 0 0 0 10 2013 10 0 0 0 0 0 10 Nebraska 2011 15 0 0 0 0 0 15 2012 15 2 0 0 0 0 17 2013 17 1 1 0 0 0 17 Nevada 2011 20 2 0 0 0 0 22 2012 22 2 2 0 0 0 22 2013 22 1 0 0 0 0 23

-90- Ceased Outlets Reacquired Operations - Outlets at at Start Outlets Non- by Other End of State Year of Year Opened Terminations Renewals Franchisor Reasons the Year New Hampshire 2011 2 1 0 0 0 0 3 2012 3 , 0 1 0 0 0 2 2013 2 0 0 0 0 0 2 New Jersey 2011 71 16 3 0 0 0 84 2012 84 6 3 0 0 0 87 2013 87 2 10 0 0 0 79 New Mexico 2011 16 0 1 0 0 0 15 2012 15 2 0 0 0 0 17 2013 17 0 1 0 0 0 16 New York 2011 110 10 2 0 0 0 118 2012 118 12 3 0 0 0 127 2013 127 9 12 0 0 0 124 North Carolina 2011 61 8 1 0 0 0 68 2012 68 10 0 0 1 0 77 2013 77 6 2 0 0 0 81 North Dakota 2011 5 0 0 0 0 0 5 2012 5 0 0 0 0 0 5 2013 5 0 0 0 0 0 5

-91- Ceased Outlets Reacquired Operations - Outlets at at Start Outlets Non- by Other End of State Year of Year Opened Terminations Renewals Franchisor Reasons the Year Ohio 2011 151 3 3 0 0 0 151 2012 151 5 4 0 0 0 152 2013 152 7 2 0 0 0 157 Oklahoma 2011 28 4 3 0 0 0 29 2012 29 0 1 0 0 0 28 2013 28 3 1 0 0 0 30 Oregon 2011 17 0 1 0 0 0 16 2012 16 0 0 0 0 0 16 2013 16 0 2 0 0 0 14 Pennsylvania 2011 85 4 0 0 0 0 89 2012 89 6 1 0 0 0 94 2013 94 11 8 0 0 0 97 Rhode Island 2011 5 0 0 0 0 0 5 2012 5 0 0 0 0 0 5 2013 5 0 0 0 0 0 5 South Carolina 2011 49 1 0 0 0 0 50 2012 50 5 1 0 0 0 54 2013 54 4 0 0 0 0 58

-92- Ceased Outlets Reacquired Operations - Outlets at at Start Outlets Non- by Other End of State Year of Year Opened Terminations Renewals Franchisor Reasons the Year South Dakota 2011 8 2 0 0 0 0 10 2012 10 0 0 0 0 0 10 2013 10 2 0 0 0 0 12 Tennessee 2011 70 2 0 0 0 0 72 2012 72 5 1 0 0 0 76 2013 76 3 0 0 0 0 79 Texas 2011 139 6 4 0 0 0 141 2012 141 18 0 0 0 0 159 2013 159 16 2 0 0 0 173 Utah 2011 28 4 0 0 0 0 32 2012 32 1 0 0 0 0 33 2013 33 1 2 0 0 0 32 Vermont 2011 1 0 0 0 0 0 1 2012 1 0 0 0 0 0 1 2013 1 0 0 0 0 0 1 Virginia 2011 103 8 0 0 0 0 111 2012 111 1 0 0 0 0 112 2013 112 1 1 0 0 0 112

-93- Ceased Outlets Reacquired Operations - Outlets at at Start Outlets Non- by Other End of State Year of Year Opened Terminations Renewals Franchisor Reasons the Year Washington 2011 53 0 3 0 0 0 50 2012 50 1 0 0 0 0 51 . 2013 51 4 1 0 0 0 54 West Virginia 2011 22 1 0 0 0 0 23 2012 23 0 0 0 0 0 23 2013 23 0 1 0 0 0 22 Wisconsin 2011 23 2 0 0 0 0 25 2012 25 1 0 0 0 0 26 2013 26 1 0 0 0 0 27 Wyoming 2011 6 0 0 0 0 0 6 2012 6 0 0 0 0 0 6 2013 6 2 0 0 0 0 8 Total 2011 2,300 151 48 0 0 0 2,403 2012 2,403 174 43 0 51 0 2,483 2013 2,483 143 89 0 0 0 2,537

-94- Table No. 4 Status of Company-Owned Outlets For Years 2011 to 2013

Outlets at Outlets Outlets at Start of Outlets Reacquired Outlets Outlets Sold End ofthe State Year the Year Opened from Franchisee Closed to Franchisee Year Alabama 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 Alaska 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 Arizona 2011 46 0 0 0 0 46 2012 46 1 0 2 6 39 2013 39 0 0 0 0 39 Arkansas 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 California 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0

-95- Outlets at Outlets Outlets at Start of Outlets Reacquired Outlets Outlets Sold End ofthe State Year the Year Opened from Franchisee Closed to Franchisee Year Colorado 2011 0 0 0 0 0 0 2012 0 1 21 0 0 22 2013 22 3 0 0 0 25 Connecticut 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 Delaware 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 District of Columbia 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 Florida 2011 45 0 0 0 0 45 2012 45 1 0 0 0 46 2013 . 46 1 0 0 0 47 Georgia 2011 86 0 0 0 0 86 2012 86 0 0 0 0 86 2013 86 3 0 0 0 89

-96- Outlets at Outlets Outlets at Start of Outlets Reacquired Outlets Outlets Sold End of the State Year the Year Opened from Franchisee Closed to Franchisee Year Hawaii 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 Idaho 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 Illinois 2011 4 2 0 0 0 6 2012 6 0 0 0 0 6 2013 6 0 0 0 0 6 Indiana 2011 41 0 0 0 0 41 2012 41 0 0 0 0 41 2013 41 0 0 0 0 41 Iowa 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 Kansas 2011 12 0 0 0 0 12 2012 12 1 0 0 0 13 2013 13 0 0 0 0 13

-97- Outlets at Outlets Outlets at Start of Outlets Reacquired Outlets Outlets Sold End ofthe State Year the Year Opened from Franchisee Closed to Franchisee Year Kentucky 2011 43 0 0 1 0 42 2012 42 0 0 0 0 42 2013 42 1 0 0 0 43 Louisiana 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 Maine 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 Maryland 2011 59 1 0 0 0 60 2012 60 0 0 0 0 60 2013 60 0 0 0 0 60 Massachusetts 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 Michigan 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0

-98- Outlets at Outlets Outlets at Start of Outlets Reacquired Outlets Outlets Sold End ofthe State Year the Year Opened from Franchisee Closed to Franchisee Year Minnesota 2011 0 0 0 0 0 0 2012 0 1 29 0 0 30 2013 30 3 0 0 0 33 Mississippi 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 Missouri 2011 40 1 0 0 0 41 2012 41 0 0 0 0 41 2013 41 0 0 0 0 41 Montana 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 Nebraska 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 Nevada 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0

-99- Outlets at Outlets Outlets at Start of Outlets Reacquired Outlets Outlets Sold End ofthe State Year the Year Opened from Franchisee Closed to Franchisee Year New Hampshire 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 New Jersey 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 New Mexico 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 New York 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 North Carolina 2011 80 2 0 0 0 82 2012 82 0 1 0 0 83 2013 83 3 0 1 0 85 North Dakota 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0

-100- Outlets at Outlets Outlets at Start of Outlets Reacquired Outlets Outlets Sold End ofthe State Year the Year Opened from Franchisee Closed to Franchisee Year Ohio 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 Oklahoma 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 Oregon 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 Pennsylvania 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 Rhode Island 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 South Carolina 2011 6 0 0 0 0 6 2012 6 0 0 0 0 6 2013 6 0 0 0 0 6

-101- Outlets at Outlets Outlets at Start of Outlets Reacquired Outlets Outlets Sold End of the State Year the Year Opened from Franchisee Closed to Franchisee Year South Dakota 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 Tennessee 2011 28 1 0 0 0 29 2012 29 0 0 0 0 29 2013 29 1 0 0 0 30 Texas 2011 75 1 0 0 0 76 2012 76 3 0 1 0 78 2013 78 4 0 1 0 , 81 Utah 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 Vermont 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 Virginia 2011 26 0 0 0 0 26 2012 26 0 0 0 0 26 2013 26 0 0 0 0 26

-102- Outlets at Outlets Outlets at Start of Outlets Reacquired Outlets Outlets Sold End ofthe State Year the Year Opened from Franchisee Closed to Franchisee Year Washington 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 West Virginia 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 Wisconsin 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 Wyoming 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 Total 2011 591 8 0 1 0 598 2012 598 8 51 3 6 648 2013 648 19 0 2 0 665

-103- Table No. 5 Projected Openings as of December 31, 2013

Franchise Projected New Projected New Agreements Signed Franchised Outlet Company-Owned But Outlet Not in the Next Fiscal Outlet in the Next State Opened Year Fiscal Year Trad / Non-Trad Alabama 1/0 0 Alaska 0/1 0 Arizona 2/0 0 Arkansas 0/0 0 California 15/0 0 Colorado 1/0 0 Connecticut 4/0 0 Delaware 0/0 0 District of Columbia 0/0 0 Florida 2/0 0 Georgia 2/4 0 Hawaii 1/0 0 Idaho 0/0 0 Illinois 2/0 0 Indiana 0/3 0 Iowa 0/0 0 Kansas 1/2 1 Kentucky 0/0 0 Louisiana 1/0 0 Maine 0/0 0 Maryland 1/0 0 Massachusetts 4/0 0

-104- Franchise Projected New Projected New Agreements Signed Franchised Outlet Company-Owned But Outlet Not in the Next Fiscal Outlet in the Next State Opened Year Fiscal Year Trad / Non-Trad Michigan 5/0 0 Minnesota 0/1 2 Mississippi 1/0 0 Missouri 1/0 0 Montana 0/0 0 Nebraska 0/0 0 Nevada 0/0 0 New Hampshire 0/0 0 New Jersey 3/0 0 New Mexico 2/0 0 New York 9/0 0 North Carolina 4/2 1 North Dakota 0/0 0 Ohio 1/1 0 Oklahoma 0/0 0 Oregon 2/0 0 Pennsylvania 6/1 0 Rhode Island 0/0 0 South Carolina 2/2 0 South Dakota 0/1 0 Tennessee 2/1 1 Texas 10/2 5 Utah 0/0 0 Vermont 0/0 0

-105- Franchise Projected New Projected New Agreements Signed Franchised Outlet Company-Owned But Outlet Not in the Next Fiscal Outlet in the Next State Opened Year Fiscal Year Trad / Non-Trad Virginia 0/3 0 Washington 3/0 0 West Virginia 0/0 0 Wisconsin 3/1 0 Wyoming 0/0 0 Total 91/25 10

List of Franchisees

Attached hereto as Exhibit M is a list of the names of all current franchisees and the address and telephone number of each of their outlets.

Outlets Leaving the System

Attached hereto as Exhibit N is a list of the name, city and state, and current business telephone number, or if unknown, the last known home telephone number of every franchisee who had an outlet terminated, canceled, not renewed, or otherwise voluntarily or involuntarily ceased to do business under the franchise agreement during the most recently completed fiscal year or who has not communicated with the franchisorwithi n 10 weeks of the disclosure document issuance date. Ifyou buy this franchise,you r contact information may be disclosed to other buyers when you leave the franchise system.

Confidentiality Agreements

In some instances, current and former franchiseessig n provisions restricting their ability to speak openly about their experience with Papa John's. 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. Although some current and former franchiseeshav e signed confidentiality clauses during our last three fiscal years, the clauses have been in the context of settlement agreements for litigation or arbitration actions between us and the franchisee (or former franchisee) requiring both parties to keep the terms of the settlement confidential and not to disparage the other party or its business.

-106- Franchisee Organizations

FAC

The Papa John's Franchise Advisory Council ("FAC") is a council representing the community of Papa John's franchisees. We created the FAC and we establish the rules for selection of its members and its other governing bylaws. The FAC's address is the same as our corporate headquarters: 2002 Papa John's Boulevard., Louisville, Kentucky 40299 or P.O. Box 99900, Louisville, Kentucky 40269; telephone 502-261-7272; e-mail contact [email protected]. Three members of the FAC are appointed by us, the remaining members ofthe FAC are elected by Papa John's franchisees in an election sponsored and conducted by us.

PJFA

PJFA, Inc. ("PJFA"), an Iowa corporation, is an independent Papa John's franchisee association. PJFA's address is 344 N. 11* Street, Flagler Beach, Florida 32136, its telephone number is 386-439-1277, and its email address is [email protected]. PJFA has a website at www.pjfaonline.com.

ITEM 21: FINANCIAL STATEMENTS

Attached to this Disclosure Document as Exhibit O are the audited consolidated balance sheets of Papa John's as of December 29,2013 and December 30,2012, and the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each ofthe three years in the period ended December 29, 2013.

ITEM 22: CONTRACTS

The following agreements are attached as exhibits to this Disclosure Document:

Franchise Agreement — Exhibit B

Oven Lease Agreement — Exhibit C-l

Oven Payment Agreement — Exhibit C-2

Franchise Agreement, Non-Traditional Restaurant — Exhibit D-l

Franchise Agreement, Sponsorship Non-Traditional Restaurant — Exhibit D-2

Development Agreement — Exhibit E

-107- Authorization for Automatic Withdrawal — Exhibit F

Cheese Purchase Agreement - Exhibit G

Advertising Agreement — Exhibit H

Owner Agreement — Exhibit K

Authorization to Transfer — Exhibit L

-108- ITEM 23: RECEIPTS 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 PAPA JOHN'S INTERNATIONAL, INC. OFFERS YOU A FRANCHISE, PAPA JOHN'S INTERNATIONAL, INC. MUST PROVIDE THIS DISCLOSURE DOCUMENT TO YOU 14 CALENDAR DAYS BEFORE YOU SIGN A BINDING AGREEMENT WITH, OR MAKE ANY PAYMENT TO, PAPA JOHN'S INTERNATIONAL, INC. OR AN AFFILIATE IN CONNECTION WITH THE PROPOSED FRANCHISE SALE OR EARLIER IF REQUIRED BY STATE LAW.

IF PAPA JOHN'S INTERNATIONAL, INC. 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 AND STATE LAW MAY HAVE OCCURRED AND SHOULD BE REPORTED TO THE FEDERAL TRADE COMMISSION, WASHINGTON, D C. 20580 AND THE APPROPRIATE STATE AGENCY IDENTIFIED ON EXHIBIT A.

The only sellers offering the franchise described in this disclosure document are: Tom Andrews, telephone 502-261-4006, e-mail [email protected]; Joni Dalton, telephone 502-261-4116, e-mail [email protected]; Paula Greenwell, telephone 502-261-4928, e-mail [email protected]; Ammy Harrison, telephone 502-261-4076, e-mail [email protected]; Stacy Bowling, telephone 502-261-4852, e-mail [email protected]; Regan Clauson, telephone 502-261-4844, e-mail [email protected] and Erin Snyder, telephone 502-261-4825, e-mail [email protected]. These sellers may be contacted by mail at P.O. Box 99900, Louisville, Kentucky 40269, street address 2002 Papa John's Boulevard, Louisville, Kentucky 40299 or by fax at 502-261-4799.

This disclosure document was issued March 5, 2014, as amended August 29, 2014. We authorize the respective state agencies identified on Exhibit A to receive service of process for Papa John's International, Inc. in the particular state.

I have received a disclosure document dated March 5, 2014, as amended August 29. 2014. that included the following Exhibits:

A List of State Agencies/Agents for Service of Process H Advertising Agreement B Franchise Agreement I Operating Manual Table of Contents C-l Oven Lease Agreement J Cooperative By-Laws C-2 Oven Payment Agreement K Owner Agreement D-l Franchise Agreement — Non-Traditional L Authorization to Transfer D-2 Franchise Agreement — Sponsorship Non-Traditional M List of Franchisees E Development Agreement N Exhibit to Item 20 F Authorization for Automatic Withdrawal 0 Financial Statements and Management's Report on G Cheese Purchase Agreement Controls and Procedures P Final Page Receipt

Date Franchisee Signature

Printed Name

-109-