Dmrleyg Columbus, Ohio 43235 ^ PHILLY Steaks ' (614) 923-4700

mm LIB FRANCHISE DISCLOSURE DOCUMENT

GOSH ENTERPRISES, INC. 2500 Farmers Drive, Suite 140 DMRLEYg Columbus, Ohio 43235 ^ PHILLY STEAks ' (614) 923-4700 www.charleys.com

The franchise offered is for a restaurant operating under the name "Charleys Philly Steaks" featuring a limited menu of fresh grilled subs and other menu items as we may authorize from time to time ("Charleys Restaurant" or "Restaurant").

The total investment necessary to begin operation of a Charleys Restaurant is $101.572152.193 to $465,28245L2M (excluding real estate and related costs). This includes $24,500 that must be paid to us.

This franchise disclosure document summarizes certain provisions of your franchise agreement and other agreements and information in plain English. Read this franchise disclosure document and all accompanying agreements carefully. You must receive this franchise 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 franchise sale or grant. Note, however, that no governmental agency has verified the information contained in this document.

You may wish to receive your franchise disclosure document in another format that is more convenient for you. To discuss the availability of disclosure in different formats, contact Kelly Sayre, Corporate Paralegal, Gosh Enterprises, Inc., 2500 Farmers Drive, Suite 140, Columbus, Ohio and (614) 923-4700.

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

Buying a franchise is a complex investment. The information in this franchise disclosure document can help you make up your mind. More information on franchising, such as "A Consumer's Guide to Buying a Franchise," which can help you understand how to use this franchise 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, DC 20580. You can also visit the 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 on franchising.

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

Date of Issuance: March -15. 201317. 2014

Charleys FDD March 2*m2M4 STATE CO^RPAGE

Your state may have afranehise law that re^uiresafranehiser to register or file with a state franchise administrator hefore offering or selling in your state. REGfSTf^TfONOFAERANOHfSEBYASTATE DOES NOT MEAN THATTHE STATE RECOMMENDS THE ERANOHfSE OR HAS ERANOHfSEDfSOEOSURE DOCUMENT

Oall the state franchise administrator listed in ExhihitCfor information ahout the franchisor or ahout franchising in your state.

MANY FRANCHISE AGREEMENTS DO NOT AEEOW YOU TO RENEW UNCON^fTIONAEEYAETER THE INITIAL TERM EMPIRES YOUMAYHAÊ TO SIGN ANEWAGREEMENT WITH DIFFERENT TERMS AND CONDITIONS IN ORDER TO CONTINUE TO OPERATE YOUR BUSINESS BEFORE YOU BUY, CONSIDER WHAT RIGHTS YOU HAÊ TO RENEWYOUR FRANCHISE, IF ANYÂNDWHATTERMS YOU MIGHTHAÊ TO ACCEFTIN ORDER TO RENEW

Please considerthe following RISKFACTORS hefore you huy this franchisee

1 THE FRANCHISE AGREEMENT REQUIRES THE FRANCHISEE TO ARBITRATE ANY DISPUTE WITH THE FRANCHISORONEYINTHE STATE OFTHE FRANCHISORS PRINCIPAL OFFICES, WHICH IS CURRENTLY OHIO OUT OF STATE ARBITRATION MAY FORCE YOU TOACCEPTALESS FAVORABLE SETTLEMENT FOR DISPUTES IT MAY ALSO COST MORE TO DEFEND AN ARBITRATION PROCEEDING FILED IN OHIO THAN ONE THAT IS FILED IN YOURHOME STATE

2 THE FRANCHISE AGREEMENT STATESTHATOHIOLAWGO^ERNSTHE AGREEMENT OHIO LAWMAYNOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS YOUR LOCAL LAW YOU MAY WANT TO COMPARE THESE LAWS

3 THEREMAYBEOTHERRISKS CONCERNING THIS FPANCHISE

This disclosure document is for use in all states aud the District of Columhia. Certain states require franchisors to make additional disclosures related to the informati^^ contained in this disclosure document. Those disclosures are contained in ExhihitsHandl to this disclosure document. The Effective Date: See the next page for state effective dates.

Ch^i^^DD M^^^^^Ot^ STATE 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:

STATE EFFECTIVE DATE California Docombcr 10. 2013 Hawaii March 28, 2013 Illinois March 20, 2013 Indiana March 15, 2013 Maryland March 22. 2013 Michigan Minnesota March 21, 2013 New York March 20, 2013 North Dakota March 20, 2013 Rhode Island March 21. 2013 South Dakota March 20, 2013 Virginia April 11, 2013 Washington March 20. 2013 Wisconsin March 20, 2013

In all other states, the effective date of this Franchise Disclosure Document is the issuance date of March 15. 2013.17. 2014.

Charleys FDD March 30132014 TABLE OF CONTENTS

Page

ITEM 1 THE FRANCHISOR AND ANY PARENTS, PREDECESSORS, AND AFFILIATES 1 ITEM 2 BUSINESS EXPERIENCE 4 ITEM 3 LITIGATION _____ 5 ITEM 4 BANKRUPTCY 7 ITEM 5 INITIAL FEES _ _ _ _ _ 7 ITEM 6 OTHER FEES ___ 7 ITEM 7 ESTIMATED INITIAL INVESTMENT 11 ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES 13 ITEM 9 FRANCHISEE'S OBLIGATIONS 17 ITEM 10 FINANCING ______18 ITEM 11 FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING . ...18 ITEM 12 TERRITORY .25 ITEM 13 TRADEMARKS 25 ITEM 14 PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION 27 ITEM 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISED BUSINESS _ 28 ITEM 16 RESTRICTION ON WHAT THE FRANCHISEE MAY SELL 29 ITEM 17 RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION 29 ITEM 18 PUBLIC FIGURES 32 ITEM 19 FINANCIAL PERFORMANCE REPRESENTATION 32 ITEM 20 OUTLETS AND FRANCHISEE INFORMATION ITEM 21 FINANCIAL STATEMENTS _ 4£M ITEM 22 CONTRACTS 46M ITEM 23 RECEIPTS _ 4642

EXHIBITS

A FRANCHISE AGREEMENT B OPERATIONS MANUAL TABLE OF CONTENTS C LIST OF STATE AGENCIES/AGENTS FOR SERVICE OF PROCESS D LIST OF FRANCHISED RESTAURANTS E LIST OF COMPANY-OWNED RESTAURANTS F LIST OF FORMER FRANCHISEES G FINANCIAL STATEMENTS H STATE SPECIFIC AMENDMENTS TO FRANCHISE DISCLOSURE DOCUMENT I STATE SPECIFIC AMENDMENTS TO FRANCHISE AGREEMENT J COMPLIANCE QUESTIONNAIRE

Charleys FDD March 3ft4320H THEFRANCHISORANOANYPA^

This franchise disclosure document provides certain information ahout Gosh Enterprises,fnc.^GEf^andthetermsonwhich it currently offers Charleys franchises in theUnited States of Americans required hy federal regulations and certain statelaws). This franchise disclosure document cannot and does not provide all the information a prospective franchisee shouldconsider in makingadecisionon whether toenterintoa Franchise Agreement. Prospective franchisees should make an independent investigation helbremakingadecision to enter intoaFranchise Agreement and should consult with their own advisors, such as an attorney or an accountant.

Unless the context otherwiserequires, all references to^GFfB"we,"^us,"or"our" refer to Gosh Enterprises, fnc.^GFf^^ refer tothepersonwhoisgrantedafranchise. ff you areacorporation, limited liahility company, partnership or any other type of legal entity, theprovisionsof the Franchise Agreementalsoapplytoyourownershy virtue of therequirement that allyour owners personally guarantee, andhepersonally houndhy,yourohligationsundertheFranchise Agreement.

The Franchisor, and any Parents^ Predecessors^ and Affiliated

GEf offers the franchises described in this franchise disclosure document. GEfisan Ghio corporation. We were incorporated and began offering franchises for Charleys Restaurants in May 1990. We conduct business under our corporatenameandthenames "Charleys Philly Steaks^,"^ SteakeryFreshGrilledSubs". We currently franchise our Restaurants to operate under the name "CharleysPhilly Steaks^" We are transitioning the nameoftherestaurants from "Charley's Grilled Subs" to "Charleys Philly Steaks" Many of these restaurants may continuetooperateunderthename^Charley'sGrilledSubs"foraperiod of years during whichareasonable transition of signage to the name"Charleys Philly Steaks" is expected to occur. Inthis disclosure documentwerefertoCharleysPhillySteaksrestaurants and Charley's Grilled Subs restaurants as "Restaurants" or "Charleys Restaurants". Cur principal business address is 2500Farmers Drive, Suitel^O, Columbus, Ghio 43235. Gur agents for service of process are listed in Exhibit C. We are not engaged in any other business and have never offered franchises in any other line ofbusiness

As of December 31, 2012^1^ there are 4^42 company-owned Restaurants and ^^^Lfranchised Restaurants inthedomesticUS.and5franchised Restaurants inthe U.S. territories of PuertoRicoandGuam(Seeltem 20). Wealsohave^^locationsin Bahrain,Prazil,Canada,Dominican Ro^ublicE^^^Germany,Guatemala.^ Italy, dapan, Korea, Kuwait, Mauritius, Gman, Panama, GntarPoiand Saudi Arabia, UnitedKin^dom. United Arab Emirates United Kingdom andVenezuela

We do not have apredecessor, however, our CEG andfounder, Charley M Shin opened the ^rstCharley'sSteakery restaurant asasole proprietorship in March 1986. Mr. Shin sharesour principal business address and hasnot offered franchisesin any line of business.

Ci^i^FDD 1 Ma^h ^^^^ We do not operate any Charleys Restaurants directly^ however, our achates deserihed helow haveowned andoperated CharteysRestaurants sinee Mareh 1986 and these Restaurantsare included as eompanyownedRestaurantsfor the purposesof this disclosure document (See Item 20):

(1) An^anillLtd^LLCisanChiolimitedliahilitycompanyformedonCctoher8, 1996^

(2) CSlSU^LLCi^anChiolimitodliahilitycompany^^ A^^ilHLtdD^

(3) Charleys Steakery,lnc. is an Ohio corporation formed on March 28,1990^

(4) LLC is^Ohio limited liah^ and

^^ModestoVentures LLC is an Chio limited liahility company formed on December 20, 2010^ and (5) Anâni 111 Ltd LLC i^ anÔ^^nnîted hahility comp^n^^^n^ on Decemhor 26 2012 2010

Lach of these affiliates shares our principal business address. None of these af^liates have of^red franchises in any line ofbusiness.

Except as noted above, we have no parent, predecessors or affiliates that are required to be disclosed in this Item.

Cur Business

We areinthebusiness of franchising Charleys Restaurants. Charleys Restaurants are quickservicerestaurantsinthe"fastcasual"segment of therestaurant Industry. Cur menu features Bhiladelphia style cheese steaks, chicken and several other varieties of fresh grilledsubs,frenchfries, salads, ricebowls,yogurt,fresh lemonade and soft drinks. We have developed and own a comprehensive system for developingand operating Charleys Restaurants, which includes trademarks, interior designs and layouts, equipment, ingredlents,recipes, methods of preparation andspecificationsfor authorized foodproducts, methods of inventory control and certain operational and business standards and policies (the "System"),all of whichwe may improveupon,further develop or otherwise modify from time to time

The quick servicerestaurant industry isahighlycompetitive and developedmarket, whichcanbe affected significantly by many factors, includingchangesin local, regionalor national economic conditions, changes in consumer tastes, consumer concerns about the nutritional quality of quick service food and increases in the number of, and particular locations of, competingquick service restaurants Competitors include other quick service restaurants, casual dining restaurants, full service restaurants and other food service providers Various factors can adversely affect the quick service restaurant industry, including inflation, increases in food, labor and energy costs, the availability and cost of suitable sites, fluctuating interest and insurance rates, state and local regulations and licensingrequirementsand the availability of an adequate number of hourly paid employees In addition, other fast food chains with greater financial resources have similar or competing

Charleys FDD 2 March 004-32014 operating concepts Ma^orchains, which aisohavesnbstantiaiiy greater ^nanciai resources and longer operating histories, dominate the fast casual segment ofthe restaurant industry.

Certainaspectsof any restauranthusinessareregulatedhy federal, stateand local laws,rulesandordinances in additiontothelaws, regulations andordinancesapplicahleto husinesses generally, suchasthe Americans with DisahilitiesAct,FederalWageand Hour Laws, and the Occupational Sa^ty and Health Act. TheU.S.Food and Drug Administration ("FDA"),theU.S.Department of Agriculture, as well as state and local departments ofhealth and other agencies have laws and regulations concerning the preparation off^od and sanitary conditions of restaurant facilities. State and local agencies routinely conduct inspections for compliance withthese requirements. The FDA and some states and municipalities regulate food laheling, nutrition, and health claims relating to food products. Under the Clean Air Act and state implementing laws, certain state and local areas are required to attain, hy the applicable statutory guidelines, the national quality standardsfbr ozone, carhonmonoxide and particulate matters. Certain provisions ofsuch laws impose limits on emissions resulting from commercial food preparation.

TheFranchi^eCffered

Weoffer to qualified persons the right to own and operateaCharleys Restaurant at an agreed upon location pursuant to our standard form franchise agreement (the "Franchise Agreement"). A copy of the Franchise Agreement is attached as Fxhihit A. Charleys Restaurants and the products and services they offer, are identified hy the "CharleysFhilly Steaks" trademarkandhy other current andfuture trademarks, service marks, trade dress, and distinctive interior designs and color schemes (the "Marks"), as further described in ftem 18 ofthis disclosure document

We arc considering instituting an area rcprooentative program. Under thi^ ôgram, we would appoint indopondont third^p^tieo to act as our repreêatative in connection with recruiting prospective franchisees and providing certain servicoo and a^^tance to franchisees.—Currently, it is contemplated that, for payment of BIO^ of the initial—franchise—fe^—an—area—representative—wi^l—recruit—franchisees—and—provide substantially all pre opening and o oite selection aooiotanco, leaê reviews guidance and monitoring with respect to the con^tructionorrenovationof tho^remi^^^^ andopeningaî^tance. We wih conduct the initial training program and reoerve ali approval righto.—Aloo, it i^ currents contompiated that, for payment of lO^ of th^^ willprovide ongoingguidance with roopoctto the operations of thoRostaurant and have therighttoinopecttheRe^taurantandauditbookândr^^^ Allapprovalrights.and other righto and obiigation^.^vill be reserved by uo

We reserve the right to appoint an area reproênta^^ have signed a Franchise Agreement and to delegate to the area representative oar obligations th^^henremaine your consent. Wealooreoervetherightto remove area representatives andôr replace ar^ ^^r^seâtiveo effective upon notice to affected fra^chioee^ hut without obtaining their consent We—aây—alê offer franchises for Charleys Restaurants to be located at nontraditionallocations,such as college campuses,hospitals,public transportation facilities (eg,airport facilities or highway rest stops),government (e.g.,military bases) or institutional

Charleys FDD 3 March ^±32014 locations supermarkets er grocery stores and department stores, as wetl as any gas^eonvenienee storeeobrandingtoeationin which the CharieysRestanrantis contained withinthesamehniidingasthegas^convenience store or another restaurant concept. The terms and conditions ofa^anchise^ranontraditionai location may vary considerahiy from the standard terms of ourFranchise Agreement.

Wenmyaioo offer ^anchises for Charleys Restaurants in foreign countries. Inmost instances, we anticipatethat master franchiserelationshipswouldheestahlishedandthat thefinancialterms andthenature and scope of themasterfranchiserelationship would he negotiated. This franchise disclosure document does not describe the terms of any international master franchise relationship or any other international relationship, hut we may deliver this franchise disclosure document in connection with such transactions for general informational purposes.

ITEM 2 BUSINESS EXPERIENCE

Charley M. Shin - Founder. CEO, and Chairman

Charley M. Shin has served as our CEO, and Chairman since our founding in 1990. He has also has served as President of CSI since its incorporation in March 1986.

Bob Wright Interim CEO. Prooident. and Chief Operating Offieor

Mr. Wright hao served as our Interim CEO oincc duly 2013, our Prooidont oincc Docombcr 2011, and our Chief Operating Officer since December 2010. From danuary 2008 to July 2010. Mr. Wright wao Executive Vice Prooidont of Company and Franchise Operations at Chockcro Drive-In Roataurants, Inc. in Tampa, Florida. Candra Alisiswanto - Vice President of Dcvclopmont and Real Eotate- Chief Financial Officer,

Mr. Alisiswanto has served as our Chief Financial Officer since Anvil 2013. From July 2010 to Anril 2013. Mr. Alisiswanto served as our Vice President of Development and Real

Estate oincc July 2010.± Mr. Alisiswanto ak^served as our Senior Director of Development and Real Estate from July 2009 to July 2010 and as our Controller from January 2000 to July 2009.

Jodv Shaffer - Vice President and General Counsel

Ms. Shaffer has served as our Vice President and General Counsel since June 2012. From February 2008 to May 2012, Ms. Shaffer served as Franchise and Corporate Counsel for Red Roof Inn in Columbus, Ohio.

John Woo - Vice President, of Development

Charleys FDD 4 March 00^2014 Mr. Woo has served as our Vice President of Develoninent since Anril 2013. From April 2010 to April 2013. Mr. Woo served as our Director of Real Estate. From Anril 2008 to April 2010. he served as our Real Estate Manager.

Kris Miotke - Vice President of Marketing

Mr. Miotke has served as our Vice President of Marketing since August 2013. From March 2008 to July 2013 Mr. Miotke served as Senior Director of Marketing for Checkers Drive-In Restaurants. Inc. in Tamna. Florida.

John Zurnvchak - Senior Director of Operations

Mr. Zurovchak has served as our Senior Director of Operations since June 2012. From September 2006 to June 2012. he served as Leadership Program Coordinator for Micro Electronics. Inc. in Billiard. Ohio.

Seok Soong Kim - Director of New Business Development

Mr. Kim has served as our Director of New Business Development since November 2001.

Richard Page - Director of New Business Development

Mr. Page has served as our Director of New Business Development since October 2007.

John Woo - Director of Real Estate

Mr. Woo hao served ao our Director of Real Eotatc since April 2010. From April 2008 to Afrril 2010, he-served as our Real Estate Mfi-nagcr. From August 2002 to April 2007, Mr. Woo served as our Real Estate Representative. John R. Hammond - Director of Training

Mr. Hammond has served as our Director of Training since July 1996.

Dori North - Manager. Non-Traditional Development

Ms. North has served as our Manager, Non-Traditional Development since March 2012. From July 2007 to March 2012, Ms. North served as our Real Estate Representative and from July 2005 to July 2007 as our Coordinator, Real Estate, Design and Construction.

ITEM 3 LITIGATION

Concluded Matters

Escape Enterprises. Ltd. v. Gosh Enterprises, Inc. and Charleys Steakery. Inc. (Case No. 04CVHO100675). On January 21, 2004, plaintiff, Escape Enterprises, Ltd. ("Escape"), a franchisor, filed suit against us and CSI, alleging, among other things, tortious interference with contracts, unfair competition, civil conspiracy, and fraudulent misrepresentation. The

Charleys FDD 5 March m±%m£ claims were in connection with Mali in St. Petersharg, Florida and University Mall in Tampa, Florida and attempted acquisition of other Fscape franchise locations. The plaintiffs sought compensatory and punitive damages in excess of ^25,000, respectively. We and CSf filed an answer denying all material allegations and filed a counterclaim against Fscape alleging that Escape tortiouslyinterferedwithour business opportunity. Theparties reached anoutofcourt settlement on dune 10, 2009 without admission of liability and the case was subsequently dismissed without prejudice. Under the settlement terms, Fscape received ^57,500.

^^^B^^^^^ ^ ^ ^^^^^^^^ 110 03122210, Superior Court of California, Alameda County) In October 2003, plaintiffs, former franchisees oftwo Restaurants, ^led suit in state court against us and CSI, alleging breach of contract, concealment, misrepresentation, un^ustenrichment, fraud and deceit, breach of the implied covenant and fair dealing, and unfair business practices^ and seeking unspecifiedcompensatory,punitive,andexemplarydamages, attorney fees and costs. The plaintiffs claimed that we misrepresented the suitability of the location of their first Restaurant, whichwasclosedwithout our consent, andnegligentlyfailedtoprovidethem with financial advice for a business loam and as to the second Restaurant, which was abandoned by plaintiffs while under construction, that by completing construction and appointinganewfranchisee, we deceived them. We filed counterclaims against plaintiffs for breaches of the Franchise Agreements for each Restaurant. The parties reached an out of court settlement on April 3, 2000, and the case was subsequently dismissed. Under the settlement terms, the plaintiffs received ^172,500.

^^^^ ^^^^ Superior Court of California, Aiameda County). On August 24, 2000, plaintiff,afranchisee who failed to construct and open his franchised Restaurant, filed suit against us and Charley Shin, alleging fraud, concealment, negligent misrepresentation, breach of contract, breach of the covenant of good faith and fair dealing and negligences and seeking unspecified compensatory and punitive damages The claim alleges that we misrepresented the cost and timing for the opening of his Restaurant. Additionally, Freemont Retail Partners, EF ("Freemont") filed a separate suit (Case No RC00201725) against the plaintiffsfor default under thelease. Thelitigation wassettledonduly 5, 2007 without admission of liability. Under the settlement agreement, theplaintiffs werepaid ^30,000 andFreemont was paid ^40,000.

^^^^^^^ (Docket No MRSL23507) Plaintiff, owner ofFverythingYogurtRrands, EEC ("FYR"),^led suit against,among others, American FoodConsultants 11,Inc ("AFC"),our franchisee, AFOs owners, us, and Charley Shin. EYP alleged that AFC was violating the terms of its agreement with EYP by operatingaCharleys Restaurant and that we essentially interfered withthat agreement, andsoughtdamagesandother relatedrelief.Thepartiesreacheda settlement agreement in danuary 2008. Under the settlement agreement, (i) AFC and its ownersagreed topay EYP ^175,000, (ii) EYE wasgranted asecurity agreement in the assets (including certain tangible assets at the Charleys Restaurant operated by the franchisee), (iii)AFCand its owners releasedallclaimsagainstus and Mr. Shin, and(iv) theFranchiseAgreementbetweenAFC and us remained in effect. Neither we nor Mr.Shin were required to pay any amounts to EYE, however,we agreed to assist AFC by reducing

Charleys FDD 6 March AFGsroyalty payments by 2^permo^^ per annum.

Saleemi et alv GesbEnterp^ Cenrtfer the Western District efWasbingten). Oner abent August 2^20^piainti^s, franchisees wbe failed teeenstruet and open tbeir restaurant, fiied suit against us in state ceurt in Pierce County, Washington, alleging violations of the Washington Franchise Investment Law and Washington Consumer Protection Act, and seeking ^66,000 in actual damages,alongwithtreble damages and attorneys'fees. The complaint allegedthat we misrepresentedcertain requirements related to the trainingand equipment necessary to openaCharleys Restaurant. We removed the case to federal court on or ahout September 30,2010, andthereaftermovedto dismiss the complaint for improper venue and failure to state a claim on which relief could be granted, based on the forum selection clause and arbitration provision contained in thePranchise Agreement. The court granted our motion and dismissed the complaint without prejudice on DecemberlO,2010. The plaintiffs have appealedthedismissaloftheircomplainttoldnited States Court of Appeals for the Ninth Circuit. CnPebruary 3,2012,the Ninth Circuit remanded the case to the District Court for further factual findings on whether, under the circumstances of this case, the forum selection clause and arbitration provision should be enforced and the case should be dismissed or whether the case should proceed before the District Court. The parties reached anoutofcourt settlement on May 17, 2012 without admission of liability and the case was dismissed on dune 11, 2012 with prejudice. Under the settlement terms, the parties exchanged general releases and the plaintiffs received ^40,000.

Other thanthe^ve actions identified above, no litigation is required tobe disclosed inthisltem.

ITEM 4 BANKRUPTCY

No bankruptcy information is required to be disclosed in this Item.

ITEM 5 INITIAL FEES

You must pay us an initial franchise fee in the amount of $24,500 for your first Charleys Restaurant ($15,000 for your second and any subsequent Restaurant) when you sign the Franchise Agreement. The initial franchise fee is deemed fully earned upon payment and is non-refundable. Generally, the initial franchise fee is uniformly imposed on our franchisees, however, in certain unique circumstances we may reduce or waive a fee for a particular franchisee. During our laot fiocal year, wo reduced the franchise fee for two franchiocoo who developed multiple restaurants.

Charleys FDD 7 March 30432014 ITEM^ OTHERFEES

Type of fee Amount Due Date Remarks (See Note f)

Royalty You agree to pay Royalty fees are Gross Sales Is defined In us weekly royalty payable eu or Note^below. fees equal to the before Thursday of greater of(a) $300 eaeb week based orÔôfyour ou the Gross Sales Cross Sales lueurred during tbe Immediately preceding week AdvertisingFand Currently 25^ of Same as royalty Tbe current amount your Cross Sales. fees payable is .25^ of your Gross Sales. Wemay increase your required contribution to no more than 3^ of your Gross Sales. Tbe amount contributed by you is credited toward your 5^ advertising expenditure requirement. Advertising Currently3ôf Must be spent on Includes amounts paid to Expenditure your Cross Sales. advertising and tbeAdvertisingPund, Requirement (See Note 3) promotion during advertising cooperatives eaeb of your fiscal and amounts generally quarters expended by you for advertising your restaurant. Wemay increase tbe required expenditure to 5^ of your Gross Sales Cooperative Determinedly Same as royalty Payments to local or Advertising yourloealor fees regional advertising (SeeNote^ regional cooperatives are credited advertising toward your 5^ cooperative advertising expenditure requirement. Marketing, At cost, plus any Payment due upon Advertising and related order Promotional administrative, Materials shipping, handling and storage charges Transfer Pee The greater of Upon transferring Transfers are subject to

CI^I^FDD 8 M^^^320^ Type of fee Amount Due Date Remarks (See Notel)

$1^000 or our the franchise ear approval costs incurred in connection with the transfer RenewalFee Currently,$tO,000 Upon signing the Yea mast pay ear new franchise then earrent standard agreement renewal fee. Misee^aneeus Peasonahlefees As incurred Administrative fees will Administrative (including recovery be charged en the same Fees of our direct costs) hasls as far substantially determined hy and all ether franchised reasonahle Charleys Restaurants In allocations of the United States overhead and indirect costs) determined hy us Late Charge and Late fee in an Immediately This interest rate applies Interest en Late amount we to any money you ewe us Payments determine from or any of our affiliates time to time and^or after the due date. interest on the late amount from the date it was due until paid ata rate, which is the lesser of per annum, or the maximum rate permitted hy law. Service Payments You must pay usa Immediately reasonahle service feeifyoufailto maintain sufficient funds in your designated hank account Special Currently,only Upon receipt of our We may impose per diem Assistance out-of-pocket hill fees and charges for any expenses special assistance you request PeesteLvaiaate Currently,only Upon receipt of our Wemay impose and Approve out-of-pocket hill reasonable inspections Alternative expenses and supervision fees to Suppliers cover our costs in evaluating alternative approved brands or

ch^^FDD March Type of fee Amount Due Date Remarks (See Note l)

suppliers you suggest. Audit Cost of audit Upon receipt of our Payable only if you fail to bill furnish required information or if we find an understatement of Gross Sales greater than 1%. Insurance Will vary under As incurred If you fail to obtain the circumstances required insurance coverage for the restaurant, we may obtain such coverage at your expense. Maintenance Will vary under As incurred If you fail or refuse to Costs circumstances maintain the restaurant as required, we have the right to do so on your behalf and at your expense. Attorneys' Fees Will vary under As incurred Payable if you fail to and other costs circumstances comply with the Franchise Agreement or if we are joined in a lawsuit that is based on your operation of a Restaurant. Indemnification Will vary under As incurred You must reimburse us circumstances for our losses and expenses as a result of third party claims arising from your failures or breaches under the Franchise Agreement, your operation of the Restaurant, and any unauthorized acts.

NOTE 1- Except for the minimum advertising requirement and fees payable to the regional or local advertising cooperatives, all fees are payable to us. All fees are nonrefundable. Generally, all fees are uniformly imposed on our franchisees, however, in certain unique circumstances, we may reduce or waive a fee for a particular franchisee. Our current policy provides our franchisees who operate three or more Restaurants and meet certain conditions with a reduced royalty fee in the amount of 5% of Gross Sales.

NOTE 2= The term "Gross Sales" means the aggregate amount of all sales of food, beverages and other products sold and services rendered in connection with your Restaurant, including monies derived from sales at or away from the Restaurant,

Charleys FDD 10 March 00432014 whether for cash or credi^but excluding (l^ah federal, state or maaieipal safes or service taxes collected from customers and paid to the appropriate taxing authorities^ and (2) all customer refunds and adjustments and promotional discounts made hy the Restaurant

NOTE^ Youractualadvertisingexpenditureratemayexceed5^ifyouareamemherofa regional or local advertising cooperative whose required contrihutionrate,when added to yourAdvertisingFundcontrihution rate, exceeds Ratecontrihutions ofadvertlsingcooperativesareestahlishedhyamajority voteofmemhers.(See Note 4). ffwe provide you and any local or regional advertising cooperative with 90 days^ notice of a special regional promotion, you must participate in the promotionandpayusanyregionaladvertisingfeesheginningon the effective date of the notice and continuing until the regional promotion ends. Any special regional advertising fees will he in addition to,and not credited towards,the 5^ required advertising expenditure.

NOTE^ Asof the dateofthisfranchisedisclosure document, wehavenoadvertising cooperatives. However, it is anticipated that decisions of advertising cooperatives generally will he made hy majority vote hased on one vote per Restaurant. Accordingly, we may control a cooperative in an area where company owned Restaurants constitute the majority.

fTEM7

ESTfl^TEDf^fALfN^STMENT

YOURE^MATEDIN^IALfNVESTMENT METHOD TO WHOM TYPE OF AMOUNT OF WHEN DUE PAYMENT IS EXPENDITURE LOW HIGH PAYMENT TO BE MADE Initial Franchise $24,500 $24,500 Lump sum Upon Us Fee (1) execution of Franchise Agreement Leasehold $20,00052, $199,130 As Arranged As Arranged Contractors Improvements (2) m 252,909 Equipment/Furniture/ $10,000]Q. $119,500 As Arranged As Arranged Vendors Fixtures(3) 900 90.600 POS System(4) $5,242 $13,260 As Arranged As Arranged Suppliers Signage (5) $2,3005,000 $20^0911 As Arranged As Arranged Suppliers .000 Architect $4^005.000, $20.00015 As Arranged As Arranged Architect ,000 Travel and Living $4,000 $6,000 As Arranged As Arranged Suppliers of Expenses Associated Food, Lodging, With Initial Training and (6) Transportation Insurance (?) $3,500 $10,000 As Arranged As Needed Suppliers Misc. Deposits (8) &&&3G1.500 $22,8922. As Arranged As Arranged Suppliers

Charleys FDD 11 March 30442014 OOP Additional Funds (3 $20,000 $30,000 As Arranged As Arranged Suppliers month period) (9) Totals(lO-ll) noi\%m $465,282 (Does not include real estate purchase costs) The above chart provides an estimate of your initial investment to develop a Charleys Restaurant on a leased strip center, mall food court, airport or institutional site. The chart does not include the initial investment expenditures that would be involved in developing a Charleys Restaurant at a free-standing location and we are not currently offering franchises for such locations.

NOTEg:

1. Initial Franchise Fee. The initial franchise fee is described in Item 5. The initial franchise fee is $15,000 for your second and any subsequent Charleys Restaurant.

2. Leasehold Improvements. Your costs for leasehold improvements will depend on many varying factors such as the type of location (e.g. strip center, mall food court, airport, institutional), the size and condition of the premises of your Restaurant and other local factors, including labor and material costs.

3. Equipment/Furniture/Fixtures. You must purchase or lease certain items of equipment; including signs, display cases, fryers, air conditioning and exhaust units, sinks, coolers, freezers, office equipment shelving, counters, banners, awnings, product photos and pictures. You are responsible for shipping and handling costs.

4. POS System. You must purchase a point of sale system from one of our approved suppliers before you open your Restaurant. (See Items 8 and 11). The estimate is dependent on which supplier you choose as well as how many terminals and kitchen displays your restaurant may require.

5. Signage. You must purchase approved signage for the Restaurant from our approved supplier.

6. Training Expenses. We provide instructors and instructional materials for the initial training in Columbus, Ohio, but you will need to arrange for transportation, lodging, and any wages for the attendees. At least two persons must attend, and the cost will depend on the distance the attendees must travel and the type of accommodations chosen. (See Item 11)

7. Insurance. You must obtain commercial general liability insurance as well as property casualty insurance, workers compensation and employer's liability insurance and any other coverage that is required in your lease.

8. Miscellaneous Deposits. We estimate that you will have to pay deposits on such items as utilities, phones, your lease and legal and/or accounting fees.

Charleys FDD 12 March 00432014 9. Additional Funds. Those figures are estimates and ineiude initial supplies ef preduetsfer initial startupandwerkingeapital^payrelleestsandether additional fundsforthefirst^monthsofoperation. You will needtohaveonhandsufiieient eapitaltoeoversalariestor iO^ to 25 employees some of who will he part time We eannot guarantee that you will not have additional expenses. You must he prepared to reorder supplies as necessary and to eover the eost of utility hills.

10. Real Estate. We cannot estimatethe cost of purchasing the land and huildingfora Charleys Restaurant. The premises foraCharleys Restaurant typically are leased. The cost per square ^ot to lease commercial space varies considerahly depending on the location and market conditions affecting commercial property. In 2012 2013 the square footage for company owned mall food court locations operated hy the company during the entire calendar year ranged fiom 472 to 4^0^1.043 square feet. Weestimate that franchisees will needapproximately 400 toOOOsquarefeetfora mallfoodcourtlocationand l,200 to2,500squarefeetforastrip center or inline Restaurant with seating In 2012.2013. rents for company owned Restaurants in malllbodcourtlocationsoperatedhy the company during the entire calendar year ranged from $4^^^0^ to $^^^^ per square foot Alloraportionofthe rental ratefor some of our companyowned Restaurants is hasedonapercentage of sales, so the cost per square foot for these particular Restaurants varies from time to time. These rental rates are hased on commercial leasing that wehave experienced and may vary suhstantially from the rental rates that franchisees will have to pay.

11. General. Except as otherwisenoted, noneofthesepaymentsarerefundahle. The costestimatesare approximate amounts foraRestaurant; these estimates should he used only asaguide. Your actual costs may vary. Wedo not offer any financing for your initial investment. The availahility and termsof financing with thirdparty lenders willdependon factors, such astheavailahilityof financing generally,your creditworthiness and policies oflending institutions concerning the type ofhusiness to he operated.

ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

Generally

To ensure that high and uniform standards of quality and service are maintained, you are required to operate your Restaurant in strict conformity with our methods, standards and specifications and you are required to purchase goods, services, supplies, fixtures, equipment and inventory only from suppliers we have approved. You are not required to purchase or lease anything from us or any of our affiliates; however, we and our affiliates may be approved suppliers for items. We may formulate and modify, at our sole discretion, specifications and standards we impose on franchisees and suppliers. We issue specifications and standards to franchisees through the Operations Manual and to suppliers by written agreement.

Charleys FDD 13 March 30442014 We attempt to negotiate parehasing arrangements with suppliers (ineiadingpriee terms) for thehenefitof aliCharleysRestaarants, inelndingthoseownedhy franchisees. We do not provide material benefits (e.g,renewai or additional franchises) toafranehisee hasedonthefranchisee^sase of designatedor approved suppliers, ff you want to use an alternate supplier, you must makeawritten request to us lor approval^which approval will not he unreasonably delayed,withheld or denied. Youmust obtain our approval in writing.

There are no franchisee purchasing or distribution cooperatives.

Noneof ourofficersown aninterestinanyprivatelyheldsuppliers, oramaterial interest in any publicly held suppliers, of the Charleys franchise system. From time to time, our officersmayownnonmaterialinterestsinpubliclyheldcompanies that maybe suppliers (or have subsidiaries that may be suppliers) to our franchise system. ftemsWeSupply or Derive Revenue From

Several suppliers pay rebates or marketing allowances based on purchases by Charleys franchisees and by CSf for companyownedCharleys Restaurants. The payments vary from supplier to supplier, and in some cases, thebasisfor thepaymentvariesover time with respect to the same supplier, fn addition, suppliers who exhibit at our conventions contribute to the cost of the conventions.

Under certain food and beverage supply arrangements, suppliers provide allowances directly to Charleys Restaurants as well astousandtheAdvertisingFunddescribed in ftem flbasedinlargepartonthe amount of salestoallCharleysRestaurants. These rebates are usually based on the amount of product ordered.

(a) In 20^^^albod supplier paid(Dusarebate of 3.5^ of annual purchases andagrowth incentive rebate of .5^ of or more growth over the prior year and(2) contributed to the AdvertisingFundamarketing support rebate of 2.of annual purchases

(b) fn 2012 2013 a beverage supplier (l) paid us a growth incentive rebate of upto $150 per gallon and(2) contributed to the Advertising Fundamarketing support rebate of $2.32 per gallon of beverage syrup, and if the supplier increases its price by more than 3.5^,the supplier will contribute the overage to the AdvertisingFund

(c) ln2013, afood supplier willprovide topaid usarehateof ^005per pound for all products purchased fromdanuary 1,2013 toDecember31, 2013. Therebate wi^^d^ri^g the ye^a^d we contributed the rebate to the AdvertisingFund^

All rebates that we receive from suppliers are contributed to the AdvertisingFund.

Furchase or Lease ofFquipment,Furniture, Fixtures andSigns

You may purchase or lease only those types, brands and models of fixtures, furniture, equipment, signs and supplies that we approve for Charleys Restaurants as meeting our specifications and standards. You may purchase or lease approved types, brands, or models of fixtures, furniture, equipment, signs and supplies only from suppliers approved by us.

Charleys FDD 14 March 30432014 Ifyou want to purchase or lease any fi^^ efatype,brand or model,or fremasa^ andsabmlt tons information as wereqaest. Wemayimposereasonablelnspeetlonand supervision fees on approved suppliers to cover oar costs.

FoodProducts. Beverages, Supplies andMaterials

Your Restaurant may use andôr offer f^r sale only food products, beverages, ingredients, uniforms, packaging materials, menus, forms, labels, equipment and other suppliesand other productsand services thatconform toour specificationsandquality standardsandôr arepurchasedfromsuppliers weapprove (which may includeusandBor anyofour affiliates). Wemay modify thelist of approvedbrandsandôr suppliers. After notice of such modification, you may not reorder any brand or from any supplier that is no longer approved.

if you propose to use any brandor supplier that is not then approved by us, you must first notify us and submit sufficient information, specifications and samples concerning such brand andôr supplier so that we can decide whether such brand complies with our specifications and standards andôr such supplier meets our approved supplier criteria. We have the right to charge reasonable fees to cover our costs. Wewill notify you of our decision withinareasonableperiodof time Wemayprescriheproceduresforthe submission of requests for approval and impose obligations on suppliers, which we may require to he incorporated inawritten agreement. We may impose limits on the number of suppliers andôr brands for any ofthe foregoing items.

Weestimate that yourpurchases from approved suppliers or from suppliers that we designate, and otherwise under our standards, will be approximately of the total purchases and leases ofproducts and services needed to establish the Restaurant, and approximately of the totalpurchasesandleases of products andservicesneededto operate the Restaurant.

Specifications'Standards and Rrocedures

Each aspect of the interior and exterior appearance, layout, decor, services, equipment and operation of your restaurant is subject to our specifications and standards. You are required to comply with all mandatory specifications, standards and operating procedures (whether contained in the Operations Manual or any other written communication) relating to the appearance, function, cleanliness and operation of a Charleys Restaurant insurance

You are responsible for all loss or damage arising from or related to your developmentandoperationofyourRestaurantandalldemands or claims with respect to any loss, liability, personal injury, death, property damage or expense occurringuponthe premises of, or arisingfrom the development and^or operationof, your Restaurant. You must maintaininfullforceand effect throughoutthetermof your Franchise Agreement that insurance that you determineisnecessaryor appropriate forliabilitiescausedbyor occurring in connection with the development or operation of your Restaurant,which shall

Charleys FDD 15 March 34442014 include ataminimum, insurant the Operations Manual and as specified by your lease or sublease We, and any entity with an insurableinterestthatwe designate, shallbean additional insured in suehpolieies to the extent each has an insurable interest. Currently, we require you to purchase the following insurance policies^

Commercial Ceneral Liability Insurances Combined single limit of not less than $1,000,OOOper occurrence and $2,000,000 in the aggregate for bodily injury, deathand property damaged $2,000,000 for Products^Completed Operations Aggregated!,000,000 forPersonal Injury; $300,000 for Fire DamageLegal Liability; and $f0,000 for Med^ Expenses.

AutomobileLiabilityfnsurance (where appropriated Combined singlelimit of not less than $L000,000;$l,000,000 Uninsured^nderinsured Motorist; and$5,000 ^^ Payments.

Property Insurances Casualty insurance, including fire and extended coverage, vandalismandmaliciousmischief, forthereplacementvalueofyourPestaurantandits contents.

Workers Compensation and Employers Liability Insurances Workers Compensation as required by the law of the state whereyour Pestaurantis located and Employees Liability Insurance in an amount not less than $I,000,000 for eachaccident; $1,000,000 for each employee (disease) and $1,000,000 for policy limit (disease)

If your Restaurant is leased or subleased, the lease or sublease may require additional typesof coverage, higher limits and other requirements. We may reasonably increase the minimum coverage required and^or require different or additional kinds of insurance to refiect inflation, identification of new risks, changes in law or standards of liability, higher damage awards or other relevant changes in circumstances We will provide to you written notice of such modifications, and upon receipt, youmust take prompt action to secure the additional coverage or higher policy limits

Point of Sale System

You mustrecord allsaleson apointof sale system (^POS Systems) designated or approved by us You must purchaseyourPOS System from an approved supplier before you open your Restaurant. Currently, we have approved the Wand NextCen and the AuphanOining POS Systems. Eependingonthe size of yourRestaurant, we estimate the cost ofthe POS System will range from approximately $5,242 to $13,200 (Seeltems7and II)

Your POS System must be fully compatible with our computer system and must include an inlbrmation interface capability to communicate electronically with our computer system We may require you toobtain equipment, software and^or services to facilitate communicationshetween your computerbased cash registersandour computer system Wehave the right tousethedatawe collect for any purpose,except that we shall not provide financial data to third parties,outside of our system or network,in suchaform that readily identifies the Restaurant,unless we are required to do so by law,regulation,or

Charleys FDD 16 March 3Q44?014 order. If we require you to use proprietary software, you agree to execute and comply with such software license agreements as we deem necessary to protect our interests, and you agree to pay such license, training, and maintenance fee as we deem reasonably appropriate.

ITEM 9 FRANCHISEE'S OBLIGATIONS

This table lists your principal obligations under the Franchise Agreement and other agreements. It will help you find more detailed information about your obligations in these agreements and in other Items of this franchise disclosure document.

OBLIGATION SECTION IN DISCLOSURE FRANCHISE DOCUMENT ITEM AGREEMENT a. Site selection and 3.01 - 3.03 and Exhibit B 7, 8 and 11 acquisition/lease b. Pre-opening 3.01 - 3.04 0, 7, 8 and 11 purchases/leases c. Site development and other 3.04 - 3.05 6, 7, 8 and 11 pre-opening requirements d. Initial and ongoing training 4 11 e. Opening 3.04 - 3.00 11 f. Fees 6 5, 6 and 7 g. Compliance with Standards 4.03 and 9 8 and 11 and Policies/Operations manuals h. Trademarks and proprietary 5, 7.01 and 7.05 13 and 14 information i. Restrictions on 9.01 - 9.05 16 products/services offered j. Warranty and customer Not applicable Not applicable service requirements k. Territorial Development and Not applicable Not applicable Sales Quotas 1. Ongoing product/service 9.03 - 9.04 8 purchases m. Maintenance, appearance 3.03, 3.04, 9.01 and 9.04 Not applicable and remodeling requirements n. Insurance 9.07 8 o. Advertising 10 6, 7, 8 and 11

Charleys FDD 17 March 80132014 OBLIGATION SECTION IN DISCLOSURE FRANCHISE DOCUMENT ITEM AGREEMENT p. Indemnification 17.02 6 q. Owners' participation/ 8.03 and 9.06 15 management/staffing r. Records/reports 11 8 s. Inspections/audits 12 6 t. Transfer 13 6 and 17 u. Renewal 15 6 and 17 v. Post-termination obligations 7.03 and 16 17 w. Non-competition covenants 7, 13.02 and 16.03 17 x. Dispute resolution 18 17 y. Personal Guaranty Exhibit 16

ITEM 10 FINANCING

We do not offer any direct or indirect financing. We do not guarantee your note, lease or obligation.

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

Except as listed below, we are not required to provide you with any assistance.

Our Obligations Before Opening

Before you open your Restaurant, we will:

1. If a location for your Restaurant has not been identified in Exhibit B to the Franchise Agreement by the time the Franchise Agreement is signed, we will provide you with our standard site selection criteria and on-site evaluations as we deem appropriate. (Franchise Agreement, Section 3.01)

2. Provide you guidance with respect to leasing or subleasing the Restaurant premises as we deem appropriate. We have the right to approve the terms of any lease, sublease, or purchase contract for the premises. (Franchise Agreement, Section 3.03)

3. Furnish you with prototype plans for the development of a Charleys Restaurant. The prototype plans are to be used as a guideline for your use in

Charleys FDD 18 March 2(mmA devdopmg a final set of plans lor eonstruetlon of the Restaurant. We will provide addltlonalgaidanoe toyoalndeveloplngtheRestanrantand onsite Inspeetionsof sltesas we deemapproprlate. (FranehlseAgreement,Seetlon 304)

4. ff you havenot previously ownedormanagedaCharleys Restaurant, we will provide you with opening assistance in beginning operations (Franchise Agreement, Section 3.08).

5. Provide initial training to you(or your Operating Partner) and your manager. Thistraining is described indetaillaterinthis Rem. (Franchise Agreement, Section 4.Of); and

0. Provide you with access to our Operations Manual (Franchise Agreement, Section 4.03). Thetable of contents of the Operations Manual as of the date of this disclosure docume^^ A^ of the date of this disclosure document is attached a^ Exhibit P.—A^ of the date of thi^ di^clo^ure document the Onerations Manual contains ^3^00 na^es

OurOhfigationsAfterOpenrng

During the operation of your Restaurant,we will:

f Provide periodic and additional training programs (Franchise Agreement, Section40f);

2. Provide periodic guidance to you with regard to the System, including improvements and changes (Franchise Agreement, Section 4.02);

3. Periodically modify the Operations Manual to refiectchanges in standards, specifications and operatingprocedures (Franchise Agreement, Section 4.03);

4. Periodically issue specifications, standards, methods and operating procedures for CharleysRestaurants(FranchiseAgreement, Sections); and

5 Administer the Advertising Fnnd for the development of advertising and related programs and materials (Franchise Agreement, Section 10.01^

Typical Length ofTimehel^reYonOpenYonr Charleys Restaurant

WeestimatethetimefromthedateyoasigntheFranchise Agreement tothe date yon open your Restaurant to he between t80 to 240 days. However, this time estimate may varydepending on numerous factorsincluding location, localordinances and regulations, construction schedules and financing

Site Selection

Before you acquire,hy lease or purchase,any site foraRestaurant, you must submit to us for acceptance within f80 days after signing the Franchise Agreement (the ^Site Selection Periods a complete site application form for the CharleysRestaurant thatyou

Charleys FDD 19 March 80432014 propose to operate and that you ia good faith heheve to eoaform to oar standard site seieetioa criteria. We wiii review each site appiieation form and determine whether to accept or reject the site after considering factors we deem appropriate, including the general location, neighhorhood and distance to any other Charleys Restaurant, and whether the proposed premises meet our size and configuration standards and requirements (Franchise Agreement, Section 3.Of)

You must purchase or lease the premises for your Restaurant within 30 days after you sign the Franchise Agreement if you have previously had a site approved hy us or within30 days after we approve as siteifwehavenot approved your site hy the date that you sign the Franchise Agreement. You may not execute alease, sublease or purchase contract or any modification of the lease, sublease or purchase contract without our approval. Any lease or sublease for the premises must contain certain provisions described in Section 3.03 of theFranchise Agreement. (Franchise Agreement, Section 3.03)

ff you and we are unable to mutually agree on an acceptable site for your Restaurant during the Site Selection Feriod or ifyou fail to lease, sublease or purchase the site for your Restaurant within 30 days after we accept the site, you and we have the right to terminate theFranchiseAgreement,effective upon notice. We may,in our sole discretion and at your request,grant one or more extensions to the Site Selection Feriod and you would have to paya^e for each extension. (Franchise Agreement, Section 3.Of)

Development of the Premises

You are responsible for developing your Restaurant, for all expenses associated with it and for compliance withtherequirements of anyapplicablefederal,stateorlocal law, code or regulation, including those concerning the Americans with Disabilities Act or similar rules governing public accommodations for persons with disabilities. We will furnish you with the ^prototype^ plans for a Charleys Restaurant. You must start construction or renovation of the Restaurant within 00 days after you have leased, subleased or acquired the premises for the Restaurant Youmust complete construction or renovation of the Restaurant within 00 days after the start of construction. You must open the Restaurant within 30 days after the date of construction or renovation is completed. Any extensions of time are subject to our approval, which we may withhold at our discretion. (Franchise Agreement Section 3.04)

Advertising

AdvertisingFund

We have established and administer the Advertising Fund for the creation and production of marketing materials and preparation of advertising campaigns. We may designateasuccessor entity to administer the AdvertisingFund. You must contribute to us amounts that we establish fromtimeto time, not to exceed3^ of Cross Sales,which are payable weekly together with the royalty fees due under the Franchise Agreement. Charleys Restaurants that we and our affiliates own will contribute to the Advertising Fund on the same basis. Currently,youmust contribute .25^of your weekly Cross Sales to the AdvertisingFund. All domestic franchisees and companyowned restaurants contribute onthesamebasis to the AdvertisingFund Some third party vendors also contribute to the

Charleys FDD 20 March 0044201 AdvertismgFund. We do not use funds from the AdvertisingFund for advertising that is prineipaiiyasoheitation for the saie of new franchises.

Although the Advertising Fund is intended to maximize general recognition and patronage of theMarksforthehenefitofallCharleys Restaurants, we cannot assureyou that any particular Charleys Restaurant will benefit directly or pro rata from the placement of advertising Funds contrihutedtothe AdvertisingFund mayheusedto pay for the cost of preparing andproducing materials and programs we select, including video, audio and written advertising materials, and for the cost ofemploying advertising agencies and inhouse staff and supportingmarket researchactivities. We may furnishyou with marketing, advertising and promotional materials at cost,plus any related administrative, shipping, handling and storage charges.

We will account lor the funds in the AdvertisingFund separately fromour other funds and will not he used to defray any of our general operating expenses, except for reasonahle salaries, administrative costs and overhead we may incur in activities related to the administration of the AdvertisingFund and its programs, including conducting market research, preparing advertising and marketing materials, travel costs and meeting expenses and collecting and accounting Ibr contributions to the Advertising Fund. All disbursementsfromtheAdvertisingFundshallbemadefirst from income andthenfi^om contributions. We may spend in any fiscal year an amount greater or less than the aggregate contributions of allCharleysRestaurantstothe AdvertisingFund inthat year, andwemay borrow from affiliates or other lenders to cover deficits in funds or invest any surplus for futureuse. We will prepare annuallyastatement of monies collected and costs incurred by the Advertising Fund and furnish you a copy upon your written request. Except as otherwise expressly provided in theFranchise Agreement,we do not assume any direct or indirect liability or obligation with respect to the maintenance, direction or administration of the AdvertisingFund. We donot act as trustee or in any other fiduciary capacity with respect to the Advertising Fund. We have the right to terminate and discontinuetheAdvertisingFundatanytime, effective upon notice.

Through the Advertising Fund, we create and produce marketing materials, advertisingcampaignsandrelatedprograms and we make available these materials and campaigns to Charleys Restaurants and advertising cooperatives. The restaurants and advertising cooperatives are responsible for placing and buying these materials and campaigns with various media, including television, radio, magazine, newspaper, billboards, transit and aerial advertising. Currently, the advertising program is predominately print and radio. The advertising materials and campaigns are developed by independent advertising firms and our in house advertising department

Wemaintainthebooks and recordsfor the Advertising Fundbasedonacalendar year end and for the calendar year ended December 20f2 42.922013 5^ of the AdvertisingFund was used to pay forproâctio^ promotionai matoriahB and menuboard oyotemo (includingadvortioingagency feoo, design êrviceândconûltin^^ on ooint ofourchase items artwork an^n^ckaging; 10^ was used on advertising agency fees; 10^ wasusedon brand andmarketresearch^n^deveiopment product testing and customerfeedback programs. and4^^5^ was âûsed for e^heâdministrative expenses (includiBn^^d^âl^^dâând meetings.

Charleys FDD 21 March 00442014 Adve^smg Cooperates

We have the right to estahhsh ieeai and/er regieaai advertising eeeperatives far Charleys Restaurants in year ieeai or regional area, covering saehgeegraphieai areas as we maydesignatefromtimetotime. As of the date of this disclosure document, wehavenot established any advertising cooperatives. However, we intend to establish them when appropriate and anticipate that, generally,we will designate advertising cooperative areas hy determining Designated Market Areas as defined by Nielsen.

If and when established, you must participate in such advertising cooperative(s) and its programs (other than price advertising, as to which you may choose not to participate) and abide by its bylaws and other written agreements. Wehave not developedaform advertising cooperative agreement ^r use by the cooperatives as of the date of this disclosure. Whether the cooperatives must prepare annual or periodic financial statements has not been determined, ff advertising cooperatives are established, you may obtain an accounting of the advertising cooperativeuponwritten request. Wehavetherightinoursolediscretionto form, change, dissolve or merge advertising cooperatives.

If and when established, you willbe required to contribute such amounts to the advertising cooperative(s) as they determine from time to time in accordance with their bylaws Any CharleysRestaurantsownedby user any ofouraffiliateslocatedinsuch designated localorregionalarea(s) willcontribute tothecooperative(s)onthesamebasis. Contributions to such local and regional advertising cooperatives are credited toward the 5^ advertisingexpendituresrequiredby thePranchise Agreement; however, ifweprovideyou and yourlocaland/or regional advertising cooperative 90 days'noticeofaspecial promotion, you must participate in such promotion and pay to us any advertising lees assessed in connection with the special promotion, beginning on the effective date of such notice and continuing until such promotion is concluded. Any such regional advertising fees shall he in addition to, and not credited towards, the 5^ advertising expenditure required by the franchise Agreement.

Advertising conducted by the cooperatives may he in various media, including television, radio, magazine, newspaper, billboards, transit and aerial advertising. The cooperatives will not use any funds for advertising that is principallyasolicitation lor the sale of franchises.

Advertising hy franchisee

You must submit to us for our prior approval, samples of all advertising and promotional materials notpreparedorpreviouslyapprovedby us and that vary fromour standard advertising and promotional materials. You may not use any advertising or promotional materials that we have disapproved.

You may not promote, offer or sell any products or services relating to your Restaurant, nor useany oftheMarks, through thefnternet, any Website or any other similar future technological avenues without our consent, whichconsent maybe withheld foranyreasonornoreason. fnconnection withanysuchconsent, wemayestablishsuch requirements as we deem appropriate,including (f)obtainingourpriorwritten approval of any Internet domain name and home page addresses and social networking sites; (2)

Ch^oysFDO 22 M^hOO^O^ submissionfor our approvalofall Web siteaud soeialnetworking pages, materials and eeuteat; (3) aseefaiibyperliaksandetber links; (4) restrietieaseaaseef any materials (iaeludingtext,videeelips,pbetegrapbs, images and sound bites) in wbieb any t^ bas any ownership interest; and (5) obtaining our prior written approval of any modifieations.

Computer Hardware and Software

Youmust record all sales on PCS Systems designated or approved by us. Your PCS System must be fully compatible witb our computer system and must include an informationinterfacecapabilitytocommunicateelectronicallywitbour computer system. You must maintain tbe PCS Systems to be approachable from our computer system for us to access and retrievealldatainyourPCSSystems at alltimes. Cur current approved PCSSystems aretheAuphan Dining PCS System from Auphan Software Corp. andthe Wand NextCen PCS System fromWand Corporation. (Seeftems7and8) We may require you to obtain equipment (including telephone and data lines), software, and/or services to facilitate communications between your PCS System and our computer system.

Currently, wedonotrequiretheuseofanyproprietarysoftware,butmaydosoin the future, ff we requireyou to use proprietary software,you agree to execute and comply with such softwarelicense agreements as we deem necessary to protect our interests,and you agree to pay such license, training, and maintenance fee as we deem reasonably appropriate.

You have an obligation toupgrade your computer hardware and software whenever we require it,without limitations on cost or frequency. We have no obligation to assist you in obtaining hardware, software or related services. Neither we, our affiliates, nor any third parties are required to provide ongoing maintenance,repairs,upgrades,or updates to your computer system. Poth Wand and Auphan offer optional PCS System support contracts that range from $85 to$ff5 per month.

There are nocontractual limitsonour independent access to theinformationand data generated by your PCS System. We have the right to use the data we collect for any purpose, except that we shall not provide financial data to third parties, outside of our system or network, in such aform that readily identifies the Restaurant, unless we are required to do so by law, regulation, or order.

Training

If you (or your Operating Partner) or any of your managers of the Restaurant have not previously completed to our satisfaction our initial training program, then prior to opening the Restaurant, you (or your Operating Partner) and all such managers, as applicable, must attend and successfully complete an initial training program on the operation ofaCharleys Restaurant inColumbus^Ohio at such time(s) as we designate. At least^persons including you (or your Operating Partner)must complete the initial training programto our satisfactionorwemayterminateyourPranchise Agreement. Theinitial training program must be completed before you open the Restaurant

Charleys FDD 23 March 00+32014 The initial training program lasts 3 weeks and will be scheduled according to our annual training schedule. The initial training program is held throughout the year and the schedule of training is based on the availability of space, the number of trainees, and the availability of instructors. The subjects covered, approximate hours of classroom and on-the-job training, and other information about our initial training program are described below:

TRAINING PROGRAM

Subject Hours of Hours of Location Classroom OntheJob Training Training Phase I Food Safety; Register Program; 22 81 Columbus, Ohio Purchasing; Crew Positions Certifications; Training team members; Performing administrative duties Phase II Core Values, Pillars, Operational 40 2 Columbus, Ohio Standards; Management/leadership proficiency; Administrative, operational, and marketing proficiency! Customer Service proficiency; ServSafe Certification Total Hours: 145 62 83

Instructional materials for the initial training program include the Operations Manual, standard forms and training manuals. Training is conducted by our staff and under the supervision of John Hammond, Director of Training. Mr. Hammond's experience is provided in Item 2 of the disclosure document. Our training staff consists of Charleys Restaurant management personnel who have relevant experience in our operations and the subject matter being taught. The initial training program consists of hands-on training covering all phases of restaurant operations, including food preparation, equipment operation and maintenance, cost control, inventory control and basic techniques of management.

You must replace any manager who fails to successfully complete a training program or who is otherwise not qualified to manage a Charleys Restaurant. You will be responsible for all compensation and expenses (including travel, meals and lodging) incurred in connection with any training programs. Neither you nor your employees will receive any compensation from us for services performed during training.

In addition to the initial training program, we may require you and your general or assistant managers to attend and successfully complete periodic or additional training programs. Currently, there no additional training programs that you are required to attend.

Charleys FDD 24 March 00442014 We may establish future classes on similar topics. Training offerings may be added to, modified or cancelled at our discretion. Additional training programs will generally be offered on an as-needed or as-requested basis, based on franchisee demand at then-current prices, which may change from time to time without prior notice.

ITEM^ TERRITORY

You will not roooive an oxolnsivo torritory. Yon may faoo oompotition fiomother Iranohisoos, from restaurants that wo own or from other channels of distrihution or competitive hrands that we eontroh

The Franchise Agreement grants toyou the right to own andoperate a Charleys Restaurant ataspecific location. You may not conduct the husiness of yourRestaurant at any site other than thepremises, or relocateyour Restaurant, withoutour prior written consent. The Franchise Agreement doesnotprovideyouwithany options, rights of first refusal, or similar rights to acquire additional franchises

We and allofouraffiliates (andour respective successors and assigns, hy purchase, merger, consolidationor otherwise) retainallof ourrightsanddiscretion withrespectto the Marks,the System andCharleys Restaurants anywhere in the world, and the right to engage inanyhusinesswhatsoever, including the right to:

(f) operate, and grant others the right to operate, Charleys Restaurants at locations and on terms and conditions we deem appropriate;

(2) sell any products or services under the Marks or under any other trademarks, service marks or trade dress, through other channels of distrihution (including the Internet, catalog sales, telemarketing, or other direct marketing); and

(3) operate, andgranttootherstheright to operate, restaurants identifiedhy trademarks, servicemarks or trade dress, other thanthe Marks, under terms and conditions we deem appropriate.

fTFMf3 TRADEMARKS

Status ofFrincipal Marks

We registered the following principal Marks on the Frincipal Register of the United StatesFatentand Trademark Office ^USFTO'):

Mark Registration Number Registration Date Charley's Pledge Irresistibly Fresh 2,036,977 February 11, 1997 (words only)

Charleys FDD 25 March 00442014 Mark Registration Number Registration Date 4,291,732 February 19, 2013

3,767,045 March 30, 2010

^^^^^^ ^^^^^^^^^ ^^^^^^^^^ ^^^^^^^^^^^

Charts Ph^y Steaks 3,779,422 April 20, 2010 ^ ^ 2,816,481 February 24, 2004

2,038,656 February 18, 1997

^^^^^^^

All required affidavits of use and renewals have been filed.

There are no currently effective material determinations of the USPTO, the Trademark Trial and Appeal Board, the trademark administrator of any state or any court, nor are there any pending infringement, opposition or cancellation proceedings or material litigation, involving these marks. There are no agreements currently in effect which significantly limit our right to use or license the use of these marks in a manner material to the franchise.

From time to time, we become aware of other users of names, marks and/or restaurant building designs that may be confusingly similar to these marks or our distinctive building design. Where appropriate, we will take legal action. Otherwise, there are no infringing uses actually known to us that could materially affect your use of these marks.

The Franchise Agreement grants you the right to use our current and future trademarks, service marks, and trade dress used to identify the services and/or products offered by Charleys Restaurants, including our distinctive building designs and color schemes. If we believe, in our sole discretion, that it is advisable for us or you to modify or discontinue use of any Mark or use one or more additional or substitute trademarks, service marks or trade dress, you must comply with our directions. We will have no liability or obligation for your modification or discontinuance of any Mark or promotion of a substitute trademark, service mark or trade dress.

Charleys FDD 26 March 00442014 Youmust immediately notify us of useof any Mark, or eiaimby any personof any rights toany Mark andyoumustnot eommunieate with any person other than us and our eounsei in eonneetion with any infringement, ehaiienge or eiaim. We will have sole discretion to take any action we deem appropriate and will have the right to control exciusivefy any litigation or USPTO or other administrative proceeding arising out of any infringement,challenge or claim or otherwise relating to anyMark. You must executeanyand all instruments anddocuments,provide assistance anddo such acts andthings as, in the opinion of our counsel,may he necessary or advisable to protect our interests in any litigation or USPTO or other administrative proceeding or otherwise to protect our interests in the Marks.

Wewill indemnify you against, and reimburse you for, all damages forwhich you are heldliableinany proceedingarisingoutofyourauthori^eduseofanyMarkunderthe Franchise Agreement and, except as provided in thePranchise Agreement, lor all costs you reasonably incur inde^ndinganyclaimbrought against you or any proceeding inwhich you are named asaparty,if you have timely notified us of such claim orproceeding and you and your owners are in compliance with thePranchise Agreement and all other agreements entered into with us and our affiliates. At our sole discretion, we will be entitled to prosecute, defender settleanyproceedingarising out of your use of anyMark, and, if we decide to prosecute, defend or settle any such matter, we will have no obligation to indemnify or reimburse you ^r any fees or disbursements of counsel retained by you.

ITEM^ PATENTS COPYRIGHT^A^

There are ae patents er pending patent appheatiens that are material te the franchise. We claim copyright protection for oar Operations Manual and printed advertising and promotional materials. We have not registered the materials to which we claim copyright protection

We consider certain information relating to the development and operations of Charleys Restaurants trade secrets and proprietary information. This information includes^

(f) ingredients, recipesandmethodsofpreparationandpresentationofcertain food products;

(2) site selection criteria for Charleys Restaurants and plans and specifications lor the development of Charleys Restaurants;

(3) sales, marketing and advertising programs and techniques lor Charleys Restaurants;

(4) identity of suppliers and knowledge of specifications and pricing for authorised food products, materials, supplies and equipment;

(5) knowledge of operating results and financial performance of Charleys Restaurants, other than your own restaurant;

Charleys FDD 27 March 00442014 (6) methods of mventory control storage, prodaet handhagaad management of Charleys Restaurants;

(7) eompater systems and software programs; and

(8) any and another Information weprovldeyonthatisdesignatedorally or in writingasproprietary or eonfidentiaior hy its nature woaidreasonahiy he understood to he proprietary or eonfidentiai, regardless whether suoh in^rmation is speeifieally designated as proprietary or eonlidential.

All reeipes, processes, ideas, concepts, advertising and promotional materials, wehsite pages and content, methods, techniquesor materials usedor useful to a quick servicerestauranthusiness, whether or not constituting protectahleintellectualproperty (collectively, the ^Materials^, that you create, or that are created on your hehalf, in connection with the development or operation of your Restaurant must he promptly disclosed to us. Ifwe adopt any ofsuch Materials as part ofthe System, or deem them to he sufficiently related to us and our business to he considered proprietary,they will he deemed to he our sole and exclusive property and deemed to heWorksmadeforffire for us,and to the extent the Materials may for any reason not he consideredaWorkmadelorffire,you will herequired to irrevocably convey, grant,transfer and assign to us all right,title and interest which you may have now or in the future in and to the Materials.

You may not use our confidential Information in anunauthori^ed manner and must take reasonable steps to prevent its disclosure to others.

There currently are no effective determinations of the CopyrightCffice(Libraryof Congress) or any court regarding any of the copyrighted materials Nor are there any agreements currently in effect which significantly limit our right touse or authorise you to usethe copyrighted materials. Further,therearenoinfringingusesactuallyknowntous thatcouldmaterially affect your use of the copyrighted materials inany state Except as noted above, we are not required hy any agreement to protect or defend copyrights or confidential information, althoughwewilldosowhenthis action is inthebest interest of our franchise system.

ITEM 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISED BUSINESS

If you are, or at any time become, a business corporation, partnership, limited liability company or other legal entity, you must designate in Exhibit A to the Franchise Agreement as the "Operating Partner" an individual approved by us who must: (l) own and control, or have the right to own and control (subject to conditions reasonably acceptable to us), not less than 10% of your equity and voting rights! (2) have the authority to bind you regarding all operational decisions with respect to your restaurant; and (3) have completed our training program to our satisfaction.

Charleys FDD 28 March 00+32014 You (or your Operating Partners (Dshalioxort your fuii time and host efforts to the deveiopment and operation ofyour restaurant and aii other Oharieys Restaurants you own; and (2) may not engage in any other business or activity, direetiy or indireetiy, that requires suhstantiai management responsihihty or time commitments or otherwise may conflict withyourohiigationsunder thePranchise Agreement. Except as provided inthe Operations Manual, your Restaurant at all times must he managed hy you (or your Operating Partner) or hy a manager who has completed our training program to our satisfaction.

ffyouareapartnership,corporation, limited liability company or other legal entity, each owner must undertake to be personally bound, jointly and severally, by your obligationsunder thePranchise Agreement. Acopy of the personal guaranteeis attached asExhihitB^^tothePranchise Agreement, acopy of which isattachedasExhibitAto this franchise disclosure document.

ITEM 18 RESTRICTION ONWHATTHEEI^OHISEEMAY SEED

We requireyou te sell allleed, beverage andelber predaetsaad services that we determlaefiemtlmetetlmetebe appropriate leryearRestaaraaL Yea areaet restricted as to tbe easterners whom yea raay serve at tbe Restaurant.

Your Restaurant will uotbepermlttedtoofier any products or servlces(iocludlag promotlonalrtems) uotautborl^ed by us for Cbarleys Restaurants without our prior writ^^ approval We bave tbe right to change the types of authorised goods and services, and there are no limits on our right to make changes. You may not use your Restaurant for any purpose other than the operation of a Charleys Restaurant in compliance with the Franchise Agreement

You must at all times maintainan inventory of approved foodproducts, beverage, ingredients and other products sufficientin quantity, quality and variety to realise your Restaurant'sfull potential

We may conduct market research to determine consumer trends and salability of new food products and services. You are required toparticipate inour market research programs hy test marketing new food products and services in your Restaurant and providing us with timely reports and other relevant information regarding such market research. You must purchase a reasonahle quantity of such test products and make a reasonable effort to sell them.

Charleys FDD 29 March 3W32014 ITEM 17 RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION

THE FRANCHISE RELATIONSHIP

This table lists important provisions of the Franchise Agreement and related agreements. You should read these provisions in the agreements attached to this franchise disclosure document.

SECTION IN PROVISION FRANCHISE SUMMARY AGREEMENT a. Length of the franchise 2.01 Generally 10 years,' if your lease or term other agreement for the Restaurant has a shorter term, we may reduce the term of your franchise agreement to coincide with that term. b. Renewal or extension of 15 May be granted a successor franchise the term under the terms of our then current form of franchise agreement. The new agreement may have terms and conditions materially different from your original franchise agreement. c. Requirements for 15 You must give 180-days prior notice. If franchisee to renew or you are in compliance with all terms of extend all agreements, you must sign a new franchise agreement, sign a general release, pay the successor franchise fee, and remodel the Restaurant. d. Termination by 3.01 Ifyou and we are unable to mutually franchisee agree on an acceptable location for your Restaurant during the Site Selection Period, or you fail to lease or purchase the accepted location for your Restaurant within 30 days after we accept the location, you may terminate the Franchise Agreement. e. Termination by Not Applicable franchisor without cause f. Termination by 14 We can terminate only for specified franchisor with cause causes. g. "Cause" defined-' 14.02 You have 24 hours to cure health curable defaults violations, 10 days to cure failure to pay us and 30 days to cure any other defaults of the Franchise Agreement. h. "Cause" defined: 14.01 and 14.02 Includes failure to obtain our non-curable defaults acceptance of a location for the Restaurant during the Site Selection Period, failure to lease or purchase the accepted location for your Restaurant within 30 days after we accept the

Charleys FDD 30 March 00432014 SFCTlONf^ PRO^SION FRANCHISE SUMMARY ACRFFMFNT location, insolvency,failure to open or abandonment ofbusiness, cancellation oflease,failure to cure lease or sublease default within 30 days, failure to satisfactorily complete the initial training program, mis representations, conviction ofafelony,actions adversely affect goodwill ofMarks,unauthorised transfer, unauthorised disclosure of confidential information, default or termination of other agreement, repeated breaches of the agreement i Franchisee^ohhgations 16 Fay amounts owed, discontinue use of on termination/ Marks and confidential information; nonrenewal return manuals j Assignment of contract 1904 No restriction on our right to assign. by franchisor k "Transfer^by 1301 Includes transfer of agreement, sale of franchisee defined business and ownership changes. i Franchisor approval of 1302andl303 Wehave the right to approve all transfer hy franchisee transfers but will not unreasonably withhold approval if certain conditions satisfied m. Conditions for 1302 Restaurant must have opened. franchisor approval of Transferee must qualify,complete transfer training, assume existing agreement for remaining term or sign new agreement, and pay transfer fee^you must guaranty transferee'sobligations Youmust be in comphance with agreements; subordinate debts and signarelease and non-compete for each transferred restaurant; we must approve price and payment terms;youmust do other things we request n Franchisorsrightof 1300 Wecan match any offer for your first refusal to acquire Restaurant. franchiseeshasiness o Franchisorsoptionto 1003 Wemay acquire your Restaurant upon purchase franchisees expiration (withoutasuccessor business franchise) at fair market value and upon termination at appraised asset value or net book value,whichever is less p. Death or disability of 1305 Franchise agreementmust be assigned franchisee by estate or personal representative within three months of death or permanent disability toathird party we have approved ^ noncompetition 702 l^o involvement in any competing

Charleys FDD 31 March 00+32014 SECTfC^f^l PROV^ON FRANCHISE SUMMARY ACREEMENT covenants during the business regardless ofits location. term of the franchise r noncompetition 703 No competing business for two years at covenants after the the premises or withinathree mile franchise is terminated radius of the premises of another or expires Charleys Restaurant in operation or under construction; or be involved in any entity that grants franchises, licenses, or other interest to others to operateacompetitive business s Modification of the f3B10 Cenerally,no modifications except by agreement written agreement signed by both parties ffowever,Cperations Manual and System subject to change by us t. fntegration/merger t005 Cnly the terms of thePranchise clause Agreement are binding Except for the statements contained in this disclosure document, you may not rely on any other oral or written statements you may have been provided ahout the franchise u. Dispute resolution hy f801 Cn demand by either party,all negotiation, mediation controversies, disputes or claims shall ^arbitration be arbitrated. v Choice of forum t80f Subject to state law, arbitration will he held in the city closest to our principal business address (currently^Columhus, Chio) Ifadispute is not arbitrated^ then the dispute will be adjudicated in Chio State andPederal courts. w. Choice of law f304 Subject to state law, Chio law applies.

ITEM 18 PUBLIC FIGURES

We do not use any public figure to promote the sale of our franchises.

ITEM 19 FINANCIAL PERFORMANCE REPRESENTATION

The FTC's Franchise Rule permits a franchisor to provide information about the actual or potential financial performance of its franchised and/or franchisor-owned outlets, if there is a reasonable basis for the information, and the information is included in the franchise disclosure document. Financial performance information that differs from that included in Item 19 may be given only if: (l) a franchisor provides the actual records of an

Charleys FDD 32 March 30432014 existing outlet 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.

The following tables present information about the annual sales and certain operating expenses and profits of certain Charleys Restaurants that were open during the entire 30452013 calendar year.

Table 1 Statement of Average Gross Sales for 30132013

Type of Average Range of Gross Sales NumbefNo. No. and % of Restaurant Gross Sales of Franchised Restaurants Restaurants that Met or Exceeded the Average Franchised and $573,043528 73,984 373383 440 134 & Company-Owned jm. Sl.917.54275.779 1-928.205 Company-Owned $793.400115 $397,036 ^ MM 43M & 44J£%

.Ml $i>3di>306mafia.

Franchised $550.877556 $73,984 - AA8345 440150 & JM $1.917.51275.779 4442% 1,928,205

Notes to Table 1

1. The Statement of Average Gross Sales consists of the average annual Gross Sales of 8428 company-owned Restaurants and &&8345 franchised Restaurants that were open during the entire 20122013 calendar year.

2. The Statement of Average Gross Sales excludes the results from* (l) 4two free standing company-owned Restaurants; (2) 5three company-owned Restaurants that were not open for during the entire 20122013 calendar year; (3) 4one franchised Restaurant located in an airport that had sales in excess of $3,500,000 and whose results are not typical for Charley's Restaurants; and (4) 3439 franchised Restaurants that were not open during the entire 20122013 calendar year.

3. The Gross Sales of franchised Restaurants were derived from unaudited financial reports submitted by franchisees for the purpose of computing royalties.

4. We compiled the Gross Sales of company-owned Restaurants on the basis of generally accepted accounting principles consistent with those included in our annual audited consolidated financial statements, consistently applied. The information presented is unaudited. All company-owned Restaurants use the same accounting methods and system.

CharlevsFDD 33 March 30132014 Table 2 Statement of Average Gross Sales and ExponocG of 33 Company-Owned Charleys Restaurants Located In Malic

We have prepared the following statement to reflect average annual oaloo volumes, operating oxponGoe and location cash flow for company-operated Restaurants that are located in mails, oxcluoivo of franchise foes, and personal or corporate interest and taxes which may arise from the financing and operation of a franchised Reotaurant. Thooo itomo arc not included in the calculation of avorngo rosulto cot forth bolow bocauoo our eempanyoporatod Rootauranto do not incur thooo oxponooo. You ohould refer to Itomo 5, 6 and 7 of thio dioclosuro document for more information on the cxponsos you will incur in opening and operating a Reotaurant.

Your oalco and oxponooo in operating a Reotaurant arc likely to be different from the •aloo and oxponooo of company-operated Rootauranto and will be directly affected by many factors like location of the Reotaurant, competition in the market, the quality of your management and oorvico at the Reotaurant, your contractual rclationohipo with Icoooro and vcndoro, the extent to which you finance the operation of the Reotaurant, your attorney, accounting and other profosoional fcoo and certain benefits and cconomico of ocalc we may have derived ao a rooult. of operating multiple Rootauranto on a conoolidatod baoio.— Accordingly, thio otatoment io provided ao roforencc information only for your use with other information.

The information preoentod roprooento the performance of 33 company-operated Rootauranto in mall locationo that wore open during the entire 2012 calendar year.—We- have not. included information related to" (l) 1 companyowned free standing Rootauranto; (2) 5 companyowned Rootauranto that wore not open for the entire 2012 calendar year; and (3) one Restaurant that we acquired from a franchioee in 2012. All Rootauranto included in the otatoment offer oubotantially the oamo producto and oervicoo to the public that francbiood Rootauranto are expected to offer.

Costs as a Categories of Sales and Expenses Sales and ExpenooQ

Sales Reotaurant Sales 8831,756 105.49% Coupons & Diocounto (l) (1643,304) -5.49% $788,452 100.00%

Coot of Sales Food & Paper $238,913 30.30% Labor (3) $182,083 23.09% Total Coot of Sales (1) $420,995 53.40%

Charleys FDD 34 March 3W32014 Gross Profit (5) $367,457 46.60%

Controllable Exponsco Payroll Taxco & Bonofits (6) $43,838 &§6% Direct Operating (7) $.11/191 &84% Utilities (8) ' $19,504 &4%% Administrative & General (9) $20,566 z&m Repairs & Maintenance (10) $8,436 4r0m Local Store Marketing $7,221 $m% Total Controllable Expenses $114,057 14.47%

Profit After ControUabloo (ll) $253,400 32.14% " ' Non-Controllable Expenses Occupancy Costs (12) $117,132 14.86% Royalty & Advertising Fund (13) $44,323 &63% Depreciation (ll) $.16,070 2.04% Total Non-Controllable Expenses $177,525 22.52% .

Not Operating Income (15) $75,875 9.62%

Cash Flow (16) $91,945 11.66%

Netoo to Table 2

1-r Coupono and Diocounto include the dollar amount for coupons, promotional items and employee moalo.

3r Grooo Salop includes the average Grooo Sales of the Rootauranto ao defined in Item 6. I t does not include sales or oorvico taxes.

& Labor includon omployoc wogoo for hourly and management labor cooto, but doco not include any oalary and overhead for above the otoro field oupervision (e.g., dictrict manageyfl)?-

4T Total Coot of SalcG includoH the total contn of all food and bovomgo nalnr, ar, well ao tho coot of paper and packaging oupplioo.—We purchase many itomo uood in the operation of companyoporatcd Rootauranto under arrangomonto and contracts thafe-we- nogotiato with oupplicro and diotributoro, which may have permitted us to purchase and have thoac itomo delivered at a volume diocount.—To the extent these purchasing and diotribution arrangements are changed, are not available to you, or you have additional

Charleys FDD 35 March 204-32014 transportation cooto, than you should expect to experience higher canto.

&7 GroGG Profit ia calculated by subtracting Coot of Salop from Grooo Salon.

& Payroll Taxco and Bonofito include employee bonofito. omployoo training oxponooo,—payroll—taxco,—corporate—inourancc—allocationo for group—health,—workers' compenoation and vacation pay. Other bonofito which you elect to provide your employ coo, ouch ao tho amount of vacation time and vacation pay, are factoro that will affect labor coot. The cooto of providing group health inourancc for omployoeo and workcro' compenoation inourancc will vary depending on many factors, including the extent and amount of coverage provided, the loos experience of the group, and which inourancc provider io chooon. Therefore, you may encounter higher relative cooto in obtaining comparable inourancc coverage.

£7 Direct Operating Expenses include all 00rvices including store omallwaroo. post control,—cleaning,—grease—trap—oorvicco,—linen—oervicoo,—uniform—supplies,—light replacement and costs for supplies (including cleaning supplies).

ST Utilities inoludo all energy cooto such ao oloctricity, gao, acwer and water coots, phono linoo, data linoo and internet acceoo.

Or Administrative and General Exponoco include—office supplies, postage and mailing oervicoo, delivery oorvicco, bank charges, credit card fcoo, caoh ovor/ohort, credit card ovor/ohort, gift certificate ovor/ohort, liconoco and pormito. payroll processing fees, buoincoo liability insurance, meals, accounting and tax services, duos and oubocriptiona and- miscollancouo expenses.

4§7 Repairs and Maintenance include all preventive maintenance agroomonta for Reotaurant equipment such as replacing filtera on HVAG and refrigeration equipment, POS Systems, costs for repairs including parto and labor for equipment and tho Restaurant promises but exclude any expenses that can bo capitalized ouch as coats for now equipment, building renovations and exterior restorations.

44-T Profit After Controllabloo is cnlculatod by Gubtracting Controllable Exponooi from Gross Profits.

Charleys FDD 36 March 30132014 4-2T Occupancy Costo includo rent, property taxos. property inouranco. gcnoral liability inourancc and miGccllanoouo itomo. Rent conoioto of minimum rente, percentage rente, common area maintonanco charges, and any oalco or other taxco imposed thereon and paid by us.—Property taxco are real eotatc taxco and aooeoomcnto levied against the property upon which the reotaurant io located. The amount or rate of taxation varioo from juriodiction to juriodiction and you ohould conoult with your tax advisors regarding tho impact that thooo taxco will have on thio analyoio.

Royalty and Advertising Fund includos royalties paid and contributions mado to the Advertising Fund by companyowned restaurants.

44? Depreciation conoioto of depreciation of proportv. equipment and leaoohold improvemcnto. Property and equipment arc depreciated over 5 yoaro. Leaoohold improvomonto arc depreciated over 10 yoaro, if you loaoe the Reotaurant promiooo, or tho ootimatod uocful livco of thooo aoooto, uoing tho straight-line method.—Estimated uooful liveo arc based on our experience with the various types of assets as limited by generally accepted accounting principles.—Wo advise you to consult with your accounting and tax advisors regarding the effect, if any, of any existing and proposed tax legislation upon this information.

L&r Net Operating Income io calculated by subtracting Total Non-controllable Exponoco from Profit. After ControUabloo,

j-Gr C-a-sj^-Flow io calculated by adding depreciation to Not Operating Income.

This financial performance representation is provided as a reference only and is not intended to be used as a statement or forecast of earnings, sales, profits, or the prospects or chances of success that may be achieved by any individual franchised Restaurant. We specifically instruct our agents, employees, and officers that, other than as described in this statement, they are not permitted to make claims or statements as to the earnings, sales, or profits, or prospects or chances of success, nor are they authorized to represent or estimate dollar figures as to your operation. We will not be bound by any unauthorized representations as to earnings, sales, profits, or prospects or chances for success.

We have not, included the costs of sales, operating costs or other costs and expenses for Charley's Restaurants. Therefore, this financial performance representation does not reflect the costs of sales, operating expenses or other costs and expenses that must be deducted from the Cross Sales figures to obtain vour net income or profit. You should

Charleys FDD 37 March 30433014 condânêpende^ ach^^Reû^nt F^n^^s^^merfianch^sh^ dement may heoneû^^^^^ma^^

Actual results vary Iram Restaurant ta Restaurant and we cannot estimate the results of apartlcularRestaurant. Werecommendthatyoumakeyour own Independent Investigation of the costs and expenses you will Incur In operatlngaCharleys Restaurant to determlnewhetherornotaRestaurantoperatedhyyou may he profitahle.Franchisees or former franchlseesllsted In thlsfranchlsedlsclosuredocumentmayheonesource of this Information. You should consult and you should with an attorney and other advisors hefore signing the Franchise Agreement.

Written suhstantlation of the data used Inpreparlngthls statement wlllhe made available toyou upon reasonahle request. Flowever, we will not disclose the identity or sales data of any particular Charleys Restaurant without the consent of that owner, except toany applicable state registrationauthoritiesor except inconnection with the saleof a particular existing Charleys Restaurant that we own.

These results are averages of specific Charleys Restaurants and should not be considered as the actual or probable results that will be realized by you. We do not represent that youcan expect to attainthesefinancial results. Your own financial results are likely to differ from these results, ff you are purchasing the assets of existing Companv CwnedcompanvDowned Restaurants, you should not rely on the Statement of Average Cross Sales, but should instead review the actual financial results of the Restaurant(s)beingpurchased.

Cther than the preceding financial performance representation,we do not make any financial performance representations. We also do not authorize our employees or representatives to make any such representationseither orally or in writing, ffyouare purchasing an existing outlet, however,we may provide you with the actual records of that outlet, ffyou receive any other financialperlbrmance informationor pro^ectionsofyour future income, you should report it to the franchisors management by contacting our Ceneral Counsel, dody Shaffer, at (614)023 4700, the Federal Trade Commission, and the appropriate state regulatory agencies

ITEM 20 OUTLETS AND FRANCHISEE INFORMATION

Table No. 1

Systemwide Outlet Summary For 3Q4Q2011 to 20132013

Outlet Type Year Outlets at Start Outlets at End Net of Year of Year Change 20102 233343 343352 +3414 Franchised an 304-4- 848 352 444

Charleys FDD 38 March 20132014 Outlet Type Year Outlets at Start Outlets at End Net of Year of Year Change 2012 357 371 + 14 2013 v m - ' V 386 " ±15 mmz 3322 2841 -4+13 Company- on 38 41 +43 Owned 2012 41 43 +2 2013 43 42 ll 39402 354371 824308 +4222 Oil Total 3G44 - 374 898 +32 Outlets 2012 398 414 +16 2013 428 ±14

Table No. 2

Transfers of Outlets from Franchisees to New Owners (other than the Franchisor) For 2O1020H to 30132013

State Year Number of Transfers AL 30402011 01 3044 4 2012 0 30442013 10 3044 0 3013 0 OA 30402011 OA 3044 4 2012 2 2013 fi CO 30402011 0 3041 0 2012 0 2013 1 FL 30102011 2 3011 2 2012 5 2013 2 IL 30102011 0 3014 0 2012 1 2013 1 IN 30402011 0 2012 1

Charleys FDD 39 March 30442014 State Year Number of Transfers 3044-2013 0 M© 2011 D 2012 1 K¥ . ' 3040 0 3044 0 3043 4 3040 4 30142013 0 3043 0 MI 30102011 0 3044 0 2012 2 2013 1 VA 30102011 0 3014 0 2012 3 • 2013 a Total 30402011 42 3044 2 2012 15 2013 . :

Table No. 3

Status of Franchised Outlets For 30402011 to 30432013

State Year Outlets Outlets Termina Non- Reacquired Ceased Outlets At At Opened tions Renewals By Operations End Of Start Franchisor Other Year Of Year Reasons AK 3040 3 0 0 0 0 0 3 mi 3044 3 0 0 0 0 0 3 2012 3013 3 01 0 0 0 0 M 2013 AL 3010 SZ 31 0 0 0 0 % 2011 3011 7-S 4ffl 0 0 0 0 8 2012 3013 8 0 0 0 0 Gl SI 2013 AR 3010 2 01 0 0 0 0 m

Charleys FDD 40 March 3fr±32014 State Year Outlets Outlets Termina Non- Reacquired Ceased Outlets At At Opened tions Renewals By Operations End Of Start Franchisor Other Year Of Year Reasons 2011 mu 33 4fl 0 0 0 0 3 2012 3013 3 0 0 0 0 0 3 2013 AZ 3010 13 0 0 0 0 01 4312 2011 3011 13 0 0 1 0 1 G 4r 13 2012 12 0 0 0 0 0 12 201.3 12 1 0 0 4 ' 0. ia CA 3010 35M M 0 0 0 01 3341 2011 3011 38 4 0 0 0 1 44 2012 41 2 0 0 0 1 42 2013 42 . 5 1 & : a a M CO 3010 5 42 0 0 0 4fl % 2011 3011 % 20 0 0 0 0 7 %01% 3013 7 0 0 0 0 0 7 2013 CT 3010 4 0 0 0 0 0 4 2011 3011 4 02 0 0 0 0 4fi 2012 3013 4£ 30 0 0 0 0 6 2013 DC 3010 1 0 0 0 0 0 1 2011 3011 1 0 0 0 0 0 1 2012 3013 1 0 0 0 0 0 1 2013 FLDE 3010 340 40 0 0 0 0 350 2011 1 2012 4 0 0 a 0 0 2013 fl 2 0 & 0 0 2 EL 2011 35 4 0 0 0 2 37 2012 37 3 0 o 0 2 38 2013 32 2 2 a 1 38

Charleys FDD 41 March mumiA State Year Outlets Outlets Termina Non- Reacquired Ceased Outlets At At Opened tions Renewals By Operations End Of Start Franchisor Other Year Of Year Reasons GA mo OS 0 0 0 0 m 8 2011 S0M 3 0 : 8 0 0 0 $ 2012 8 1 0 0 0 i 8 2013 a 4 V i D 2 n HI 304O 02 4fl 0 0 0 0 7 2011 S044 0 0 0 0 . 0 7 2012 7 0 0 0 0 0 7 IA 3040 3 0 0: 0 0 • 0 3 30M 3 0 0 0 0 0 3 3043 8% 0 0 0 0 40 32 2013 MA 3040 443 0 0 0 0 40 402 2011 3044 403 0 0 0 0 1 % 2012 2013 2 a : . fl o 2 ML 2011 IQ a fi & 0 1 2 2012 9 i 0 0 0 1 9 3040 i 01 0 0 0 02 2012 KSIN 2011 0 0 2 0 0 0 4 2012 4 0 0 0 0 0 4 3040 M 01 0 0 0 0 5 2013 KS 2011 5 0 0 0 0 0 5 2012 5 2 0 0 0 0 7 2013 2 a fl Q. fl 0 1 KY 3040 % i 0 0 0 0 02 2011 3044 0 4 0 0 1 0 0 7 2012 7 1 0 0 0 o 8 LA 3040 3 4 0 1 0 0 2 3044 3 4 0 0 0 0 3 3043 33 0 0 0 0 0 % 2013 MALA 3040 42 1 0 0 0 0 32 2011 3044 32 4fl 0 0 0 0 3 2012 3043 3 0 0 0 0 0 3 2013

Charleys FDD 42 March 30432014 State Year Outlets Outlets Termina Non- Reacquired Ceased Outlets At At Opened tions Renewals By Operations End Of Start Franchisor Other Year Of Year Reasons MDMA 3840 ?2 01 0 0 0 0 13. 2011 3044 % 0 0 0 0 0 % 2012 3043 % 40 0 0 0 0 2013 m MiMD 3010 7 44 0 0 0 0 % 2011 3041 % 1 0 0 0 0 % 2012 3013 % 40 01 0 0 0 402 2013 MNME 3010 m 0 0 0 0 0 % 2011 3014 % 34 0 0 0 0 % 2012 3013 01 0 0 0 0 % 2013 m MQ 3040 o 1 0 0 0 0 7 3011 7 0 0 0 0 0 • • 3 - 3043 7 0 • 0 0 0 4 0 MSMi 3010 12 1 0 0 0 0 2011 aa 2012 2 1 4 4 4 fi 10 2013 10 1 1 4 £ 10 MN mn 3 z 4 4 £ a a • 3011 36 0 0 0 0 0 % 2012 3013 % 01 01 0 0 0 % 2013 NGMO 3010 7 44 0 0 0 7 2011 m 3011 7 0 0 0 0 01 75 2012 3013 7£ 31 0 0 0 0 02 2013 NDMS 3010 12 0 0 0 0 0 42 2011 3041 12 0 0 0 0 0 42 2012 3013 12 0 01 0 0 0 1 2012 NEN£ 3010 41 44 0 0 0 0 52 2011

Charleys FDD 43 March 3^20,14 State Year Outlets Outlets Termina Non- Reacquired Ceased Outlets At At Opened tions Renewals By Operations End Of Start Franchisor Other Year Of Year Reasons 3044 52 02 0 0 0 0 2012 m ma 0 0 0 40 412 2013 oa •N4.ND mo 91 4-0 0 0 -w 0 91 2011 mi 01 0 0 0 0 0 01 2012 2013 1 0 Q a Q 0 1 NE • 2011 •v a • n . a a 0 0' a 2012 £ o a • a 0 1 4 2013 A a a - a fl. 0 1 m 2011 "2 o a a fl a a 2012 9 i 0 0 0 0 10 2013 10 i a a D fl n NM mo 3 0 0 0 0 0 3 2011 mi 3 0 0 0 0 0 3 ma 3 0 0 0 0 1 2 N¥ 3010 3 1 0 0 0 0 3 3011 3 0 0 0 0 0 3 3013 3 0 0 0 0 . 9 3 N¥ 3010 13 3 0 0 0 0 44 3011 143 0 0 0 0 1 432 2012 3013 132 1 01 0 0 0 442 2013 OHNV 3010 133 m 0 ia 0 0 303 2011 3011 303 m 0 0 0 40 343 2012 2013 a i a a a 0 4 m 2011 .14 Q a a fl 1 13 1 2012 "ia i a a fi 0 2A 2013 14 fl i a fl 0 13 OH 2011 m 2 a a n 1 21 2012 21 0 0 0 i 0 20 2013 20 0 a a n 0 20 OK 3010 6 0 0 0 0 0 6 2011 3044 0 01 0 0 0 0 02 2012 3013 02 # 0 0 0 0 7

Charleys FDD 44 March m±Z20U State Year Outlets Outlets Termina Non- Reacquired Ceased Outlets At At Opened tions Renewals By Operations End Of Start Franchisor Other Year Of Year Reasons 2013 OR 3010 33 -tfl 0 0 0 0 3 2011 3044 3 0 0 0 0 0 3 3043 3 0 0 0 0 0 a ¥A 3040 . 44 0 0 0 9 0 44 3044 44 2 0 0 & 0 44 3043 44 0 0 0 . , 9 4 40 ^ m 3040 4 0 0 . -0 * 9 0 4 3044 42 0 0 0 0 0 42 2012 3043 42 ^ 0 0 0 0 % 2013 SGRA 3040 714 02 0 0 % 0 311 2011 3044 311 0 0 0 0 01 *IQ 2012 3043 310 # 0 0 0 0 810 2013 SBRI 3040 1 0 0 0 0 0 1 2011 3044 1 1 0 0 0 0 2 2012 3043 2 0 0 0 0 0 2 2018 TNSC 3040 02 0 0 0 0 0 02 2011 3044 02 01 0 0 0 0 02 2012 2013 fi a. Q- fi a fi 2 an 2011 1 i a fi fl A 2 2012 2 0 fl fi fi fi 2 2013 2 Q fi fi fi fi 2 TN 2011 0 S ll 0 fi fi 0 2012 0 3 0 0 0 0 9 2013 2 0. fi fi fi fi a TX 3040 3322 0 0 0 8822 2011 m m 3044 33 § 0 1 0 9 0 1 88 2012 33 3 0 1 0 3 32 2013 32 2 fi fi fi fi 24 UT 3040 M 4fl 0 0 0 0 4 2011 3044 4 0 0 0 0 0 4

Charleys FDD 45 March 30432014 State Year Outlets Outlets Termina Non- Reacquired Ceased Outlets At At Opened tions Renewals By Operations End Of Start Franchisor Other Year Of Year Reasons 2012J atm 4 0 0 ? 0 - 0 0 •4.' 3040 M 01 0 0 0 oa 2013 m VA 2011 9 i 0 0 0 0 10 2012 10 0 0 0 0 0 10 3010 010 01 02 0 0 0 9 2013 WA 2011 9 1 0 0 2 0 8 2012 8 0 0 0 0 0 8 2013 S •fl Q. a 0 1 i: WI 3040 3 0 0 0 3 2011 m m 3044 3 0 o 0 0 0 3 2012 3 0 0 0 0 0 3 2012 ? 2 0 0 : 2 0 a wv 3040 3 0 0 0 0 0 3 2011 3044 3 0 0 0 0 0 3 2012 3043 3 01 0 0 0 0 M 2013 Guam 3040 2 0 0 0 0 0 2 2011 3044 2 0 0 0 0 0 2 2012 3043 2 0 0 0 0 0 2 2013 Puerto 3040 1 0 0 0 0 0 1 Rico 2Q11 3011 1 0 0 0 1 0 0 1 4 2012 1 2 0 0 0 0 3 2013 2 0 0 a 0 0 a Totals 3040 322 30 0 3 2 4 343 2011 3011 343 30 2 0 7 7 357 2012 3013 853371 aSM oia 431 374380 2013 m m

Charleys FDD 46 March 004^2014 Table No. 4

Status of Company-Owned Outlets1 For 20tt2Qn to 30432012

State Year Outlets Outlets Outlets Outlets Outlets Sold Outlets At At Start Opened Reacquired Closed to End Of the Of Year From Franchisees Year Franchisees AL 3010 0 0 3 0 3011 0 0 0 0 0 3043 0 0 0 0 0 0 CA 3010 0 0 0 0 0 CA 2011 2012 ma a SA 2011 J, SL 2012 Q 2013 QAIA 20102£ H 301120 12 30132fl IQ. 61 ia MIL 301020 11 301120 12 30132Q ia &MI 301020 11 301-120 12 301320 ia MiMN 301020 31 « 11 301120 12 3&±32Q ia MNMO 304022 M 45

n -15 45 soam 12 % 44 30432Q MG^g mmm13 M.

Charleys FDD 47 March 30132014 State Year Outlets Outlets Outlets Outlets Outlets Sold Outlets At At Start Opened Reacquired Closed to End Of the Of Year From Franchisees Year Franchisees 11 m±±m SI 0 0 0 0 51 12 301320 51 0 0 0 0 51 ia Msm 301020 1 0 0 0 4fi 01 H 301120 01 0 0 0 0 01 12 301320 01 0 0 0 0 01 ia xGm 304020 1 0 0 0 0 1 11 301120 1 0 0 0 0 1 12 301320 1 0 0 0 0 1 13 m 3010 0 0 4 • G 0 ' 1 3011 1 0 0 -. 0 0 1 3013 1 9 0 0 . 0 1 • m 3010 1 0 0 0 0 1 3011 1 0 . 0 0 0 1 3013 1 0 . 0 0 0 1 OH 3010 44 0 0 0' 2 ^ 0 OH 2011 9 3 0 1 0 11 2012 11 0 1 0 0 12 301020 412 0 0 02 0 m 13 PA 2011 4 0 5 0 0 9 2012 9 0 0 i 0 8 301020 4S 01 0 0 0 12 13 TN 2011 1 0 0 0 0 1 2012 1 0 0 0 1 0 301020 0 0 4fl 0 0 4fi 13 TX 2011 1 0 0 0 0 1 2012 1 0 0 0 0 1 301020 01 0 0 0 0 01 13 WA 2011 0 0 2 0 0 2 2012 2 0 0 0 0 2 301020 02 0 0 0 0 02 13 WI 2011 0 0 0 0 0 0 2012 0 1 0 0 0 1

Charleys FDD 48 March 304^2011 State Year Outlets Outlets Outlets Outlets Outlets Sold Outlets At At Start Opened Reacquired Closed to End Of the Of Year From Franchisees Year Franchisees 2013 1 Q~ 0 fl. fl 1 Totals 304020 3323 05 m 01 m 3£41 H mm 33 5 9 1 9 44 2012 41 5 0 2 i 43 2013 43 X 0 g A 42

NOTES 1. In 2010, wo changed our fiocal year to a calendar year. Accordingly, the data for 2010 is for April 1, 2010 to December 31, 2010. Tho data for 2011 and 2012 io for January 1 toThe data included in this Item 20 is as of December 31 of each year. 2. As noted in Item 1, we do not own and operate ChaiiovoCharlev's Restaurants; company-owned Restaurants are owned by our affiliates- identified in Item 1.

Table No. 5

Projected Openings as of January 1, 20432014

FRANCHISE PROJECTED NEW PROJECTED AGREEMENTS FRANCHISED COMPANY-OWNED STATE SIGNED BUT OUTLET OUTLETS IN NEXT OUTLETS IN NEXT NOT OPENED FISCAL YEAR FISCAL YEAR AK 1 0 0 AZ 02 32 0 CA S2 4 m CO 01 01 40 DC 01 42 4Q DE 3 0 0 FL m 2 0 GA 22 42 0 m 2 2 0 j-LMA 01 ^1 0 MP 3 a 0 MNMI 1 01 0 MO -t 0 3 NC 2 2 0 m 4 0 4

Charleys FDD 49 March 3W32aM FRANCHISE PROJECTED NEW PROJECTED AGREEMENTS FRANCHISED COMPANY-OWNED STATE SIGNED BUT OUTLET OUTLETS IN NEXT OUTLETS IN NEXT NOT OPENED FISCAL YEAR FISCAL YEAR •-" NY , 0 4 - • ^ 0 NY 1 02 0 OH 04 04 m EE ' 0 :•. 4 Q -PASC 1 01 0 TX M 01 0 VA 1 01 0 WVM 1 01 0 TOTALS 3526 1033 40a

The names, addresses and telephone numbers of our franchisees and their Restaurants are listed in Exhibit D. The locations of our company-owned Restaurants are listed in Exhibit E.

Exhibit F contains contact information for franchisees that had a Franchise Agreement terminated, canceled, not renewed or otherwise voluntarily or involuntarily ceased to do business under a Franchise Agreement during our most recently completed fiscal year or failed to communicate with us within 10 weeks of the date of this disclosure document. If you buy this franchise, your contact information may be disclosed to other buyers when you leave the franchise system.

If we offer to sell any previously-owned Reotaurant that wo or an affiliate now own. opecific information about that Restaurant will he provided to you in a separate oupplcmcnt to this Dioclosuro Document.

In oomo inotanccG in connection with oottlintr dioputoo within tho laot 3D urine our last three fiscal years, no current and former franchiocoo oign provisions restricting their ability to opoak openly about their experience with the Charleys franchioo oyotcm. You may wioh-fee- opcak with current and former franchiooco, but be aware that not all ouch franchiooo will be able to communicate with vou.or former franchisees have signed confidentiality clauses that restrict them from discussing with vou their experiences as a franchisee in our franchise system.

We have a Franchise Advisory Council or 'TAG". The FAC serves as a liaison that provides advice and feedback to us about matters and issues relating to the Charleys franchise system. The FAC meets approximately 3 to 4 times per year. The FAC is composed of 9 members, and these members are nominated by us and the franchisees. Each member serves a 3-year term. The FAC may be contacted through our Marketing Department at 2500 Farmers Drive, Suite 140, Columbus, Ohio 43235, (614) 923-4725. As of the date of issuance of this disclosure document, there are no independent trademark-specific franchisee organizations associated with the Charleys franchise system.

Charleys FDD 50 March ^04^2014 ITEM 21 FINANCIAL STATEMENTS

Attached to this franchise disclosure document as Exhibit G are the audited financial statements for the year ended December 31. 2013. December 31, 2012.2012 and December 31, 2011 and for the period from April 1, 2010 to Doeombor 31, 2010, and the years ended March 31. 2010. 2011.

ITEM 22 CONTRACTS

The Franchise Agreement and its attachments are attached to this franchise disclosure document as Exhibit A. We also require that you fill out our Compliance Questionnaire before signing the Franchise Agreement. The current form of Compliance Questionnaire is attached as Exhibit J.

ITEM 23 RECEIPTS

The last two pages of this franchise disclosure document are identical pages acknowledging receipt of this entire document (including the exhibits). Please sign and return to us one copy and please keep the other copy along with this franchise disclosure document.

Charleys FDD 51 March 30432014 EXHIBIT A

FRANCHISE AGREEMENT

Charleys FDD March 30132014 DM R LEYS ^ PHILLY STEAKS

CHARLEYS PHILLY STEAKS RESTAURANT FRANCHISE AGREEMENT

FRANCHISEE

RESTAURANT LOCATION

DATE OF AGREEMENT

CHARLEYS 4wwi-m2 CHARLEYS PHILLY STEAKS RESTAURANT FRANCHISE AGREEMENT

TABLE OF CONTENTS

Section Number Page Number

1. INTRODUCTION 1 2. GRANT OF RIGHTS _ 2 3. DEVELOPMENT OF THE RESTAURANT .3 4. TRAINING AND GUIDANCE 6 5. TRADEMARKS 7 6. FEES 8 7. RESTRICTIVE COVENANTS. .. 9 8. YOUR ORGANIZATION AND MANAGEMENT _____ 11 9. RESTAURANT OPERATING STANDARDS ______12 10. MARKETING AND ADVERTISING 16 11. RECORDS AND REPORTS 18 12. INSPECTIONS OF THE RESTAURANT 18 13. FRANCHISEE'S RIGHT TO TRANSFER 19 14. TERMINATION OF AGREEMENT 23 15. SUCCESSOR FRANCHISE RIGHTS 24 16. EFFECT OF TERMINATION OR EXPIRATION 25 17. RELATIONSHIP OF THE PARTIES 28 18. ENFORCEMENT _ 30 19. MISCELLANEOUS _ 33

EXHIBIT A - Franchise Ownership Information

EXHIBIT B - Premises

EXHIBIT C - Owners' Personal Guaranty Of Franchisee's Obligations

CHARLEYS j-Hflfe-ama March 20 H CHARLEYS PHILLY STEAKS RE^^

ThisAgreement^madeasofthis day of ,20^^hoÊffootivoEa^ byaad^woonCOSHEÊRPRISES^NC^CEL'orô^ principal place of business located at 2500 Farmers Hrive, Suite 140, Columbus, Cbio 43235,and Êrancbiseeôr^you^,a(n) wbose principal address is .

L INTRCDUCTICN

LOL Cbarlevs Restaurants As tbe result oftbe expenditure oftime, skill, effort and money, webave developed andownacomprebensivesystem^System^ for developing and operating restaurants, wbicb feature a limited menu of fresb grilled subs and sucb otber menu items as wemayautboriêfromtimetotimetbatoperateunder tbe Cbarleys Pbilly Steaks^ mark (collectively ^CbarleysRestaurants^ êidentify tbe Systemby means of tbe ^Cbarleysând^CbarleysPbillySteaks^names and marks and certain otber names, marks, logos, insignias, slogans, emblems, symbols, designs, indicia of origin, trade dress and distinctive interior designs,layouts and color schemes (collectively, tbe^Marks^ tbat we bave designated, or may in tbe future designate, for use witb tbe System

Tbe distinguishing characteristics of our System include, without limitations the Marks, equipment, ingredients, recipes, methods of preparation and specifications lor authorized food products, methods of inventory control and certain operational and business standards and policies, all of which we may improve, further develop or otherwise modify from time to time.

You understand and acknowledge the importance of our high and uniform standards of quality,operations and service andthenecessityof developing and operating Charleys Restaurants in strict conformity with this Agreement and with our confidential operations manual (the ^Cperations Manuals

L02D Your Acknowledgments. You have read this Agreement and our franchise disclosure document. You understand the termsof this Agreement andacceptthemas being reasonably necessary to maintain the uniformity ofour high quality standards at all Charleys Restaurants in order to protect the goodwill of the Marks and the integrity of the System. You have conducted an independent investigation of the business contemplated hy this Agreement and recognize that the restaurant industry is highly competitive, with constantly changing market conditions You recognize that the nature of Charleys Restaurants may change over time, that an investment inaCharleys Restaurant involves business risks and that the success of tbe venture is largely dependent on your own businessahilities, efforts andfinancial resources. Youhavenotreceivedorreliedonany guaranty or assurance, expressor implied, as to the revenues, profitsor successofthe business venture contemplated hy this Agreement.

LO^. Your Representations. You,and each person or entity that hasadirect or indirect legalor beneficialownership interest in you, ifyou are abusinesscorporation, partnership, limited liability company or other legal entity (^Cwner^, if applicable, represent and warrant to us, that^ (a) neither you nor any of your Cwners has made any untrue statement of any material fact or has omitted to state any material fact in obtaining

1 CHARLEYS ^^^^ Ma^^ therightsgranted hereunder (b) neither younoranyof your Ownershasanydired or indirect iegai or henefieiai interest in any business that may he deemed a Competitive Business (as defined in Section 7.02^ except as otherwise compieteiy and accurately disclosed in your franchise applications and (c) the execution and performance of this Agreement will not violate any other agreement to which you or ofanyofyour Owners may he hound. You recognize that wehave approved your franchise application in reliance on all ofthe statements you and your Owners have made in connection therewith.

2 ORANTOFBfOHTS

OrantofFranchise. Subject to the terms of this Agreement^we grant to you theright, and you assume the obligation,to operateafranchised Charleys Restaurant (the ^Restaurants at the location identified in ExhibitB(the^remises^and to usethe solely in connectiontherewith,foratermof 10 years, starting on the Effective Oate (the ^Term^. You may not conduct the business ofthe Restaurant or use the System at any site other than the Premises, or relocate the Restaurant,without our consent.

2^0^ Our Reservation ofRigbts. Except as otherwise expressly provided in this Agreement, we and all of our Affiliates (and our respective successors and assigns, hy purchase, merger,consolidationor otherwise) retain all of our rights anddiscretionwith respect to the Marks, the System and Charleys Restaurants anywhere in the world, and the right to engage in any business whatsoever, including the right to^ (a) operate, and grant to others the right to operate, Charleys Restaurants at such locations and on such terms and conditions as we deem appropriate (you acknowledge that such Charleys Restaurants may he in direct competition with your Restaurant, without regard to any adverse effects of such activitiesonyour Restaurant and without any obligationor liability toyou)^ (h) sellany products or services under the Marks or under any other trademarks, service marks or trade dress, through other channels of distributions and (c) operate, and grant to others the right to operate, restaurants identifiedhy trademarks, servicemarks or trade dress,other than the Marks, pursuant to such terms and conditions as we deem appropriate. You acknowledge andagree thatyour rights hereunder are nonexclusive. You waive, to the fullest extent permitted under applicable law, all claims, demands, or causes of action arising from or relating to any of the foregoing activities hy us or any of our Affiliates.

2^ Oefinltionof^Affdi^t^t^th^^ entity that directly or indirectlyowns or controls thereferencedparty,that is directly or indirectly ownedorcontrolledhythereferencedparty,orthatisundercommoncontrol with the referenced party. The term^control'means the possession, directly or indirectly, of the power to direct or cause the direction of themanagement and policies of an entity, whether through ownership ofvoting securities, by contract or otherwise.

^OlD Area Representative Program. You acknowledge and agree that we may implement an area representative program on such terms and conditions we deem appropriate from time to time, pursuant to which we may, effective on notice to you, delegate to one or more area representatives any or all of our obligations hereunder, provided (a) we shall remain responsible and liable for performance of any such obligations, and(h) any such area representatives shall be intended thirdparty beneficiaries of any and allof your covenants and agreementshereunder that wedeemappropriate inconnection therewith ^e may discontinue the area representative program at any time, and we may

2 CHARLEYS replace an area representative responsible ler year Restaurant at any time efieetive en notice te yen.

3 DEVELOPMEl^OFTHE RESTAURANT

Selection efRremises. Htbe Premises bave notbeen identified in ExbibitR asoftbeEffectiveDate, we willprovideyon witbonrstandardsiteselectioncriteriaand onsiteevalnations as we deem appropriate. Yon agree to sabmittoaslbr acceptance, witbin one bnndredeigbty (180) days after tbe Effective Date (tbe^Site Selection Period'^^ and in accordance witb oar requirements and procedures,acomplete site application form ^r tbe Cbarleys Restaurant tbat you propose to operate and tbat you in good faitb believe to confbrmto our standard siteselectioncriteria. Inconsideringwbetber to accept your proposed location, we willconsidersucbfactorsaswedeem relevant, includinggeneral location, neigbborboodanddistance toanyotber CbarleysRestaurant, and wbetber tbe proposed premises meet our size and configuration standards and requirements. Upon acceptanceof aproposed location (andconfirmation tbatyoubave leased, subleasedor purchased tbe location in accordance witb tbe applicable provisions of Section 8.03), Exhibit Ewillhecompletedand signed hy both parties,and the location identified in ExhihitEwill be deemed the^Premises^.

ff you and we are unable to mutually agree on an acceptable location for your Charleys Restaurant during the Site Selection Period or if you fail to lease, subleaseor purchase the accepted location for your Charleys Restaurant within 30 days after we accept the Premises,either party has the right to terminate this Agreement,effective upon notice, ^e may, in our sole discretion and at your request, grant one or more extensions to the Site Selection Period and charge you extension fees in connection therewith.

^O^D Site Acceptance Disclaimer. Neither our proposal nor acceptance of the Premisesnor any informationcommunicatedtoyouregardingour standardsite selection criteria for Charleys Restaurants constitutes a warranty or representation of any kind, express or implied, as to the suitability of the Premises foraCharleys Restaurant or for any other purpose. Cur proposalor acceptance of the Premises merely signifies that we are willing to grantafranchisefor a CharleysRestaurant atthatlocation Your decisionto develop and operate a Charleys Restaurant at tbe Premises isbased solely onyour own independent investigationof the suitabilityofthePremisesforaCharleys Restaurant, fn considerationofour proposalor acceptance of thePremises,you andeach of your Cwners release us, and our Affiliates, officers, directors, employees and agents (including any area representatives) from any and all losses, damages and liability arising from or in connection with the selection and^or acceptance of the Premises for development as a CharleysRestaurant.

Purchase or EeaseofPremises. Youmust lease,sublease orpurchase the Premises within 30 days of the Effective Date or within 30 days after the date that we acceptedthe Premises in accordance witb Section 3.Olif the Premises was not identified in ExhibitRas of the Effective Date, ^e may provide you guidance with respect to leasing or subleasing thePremises as we deem appropriate, ^ehavethe right to approvetheterms ofanylease,sublease orpurchase contract for the Premises, and you agree to deliveracopy tousforourapprovalbeforeyousignit.

CHARLEYS ^^^^ You agreethatanylease or sublease for th^ satisfactory tous^ (a)providofor uotiootous of your dofauituadortbeioaso or sublease aadao opportunity for us to cure suebdefault^b) require tbe lessor or sublessor to disclose to us,on our request, sales and otber information furaisbed by you^c^giveus tbe rigbtoa any termination or expiration (witbout entering into a successor francbise) of tbis Agreement toassumetbelease or sublease witbouttbelessorsorsublessor'sconsent^ (d) give us andour agentstberigbttoenter tbePremises tomake any modifications to tbe decor of tbePremisestoprotect our rigbtstotbeMarksê)providetbattbelessorandôr sublessor relinquisbes to us, on any termination or expiration (witbout entering into a successor francbise) of tbis Agreements any lienor otber ownership interest, wbetber by operationof laworotberwise,in and toany tangibleproperty, includingoutdoor signage, tbat embodies any of tbe Marks^ and (1) require tbat tbe lessor andôr sublessor acknowledges tbat we bave no liability or obligation whatsoever under tbe lease or sublease until and unless we assume the lease or sublease on termination or expiration of this Agreement.

You may not execute a lease, sublease orpurchase contract or any modification thereof for the Premises without our approval Our approval of the lease, sublease or purchase contract does not constituteawarranty or representation of anykind,express or implied,as to its fairness or suitability or as to your ability to comply with its terms, ^edo not,by virtue of approving thelease,sublease or purchase contact,assumeanyliability or responsibility toyouor toany thirdparties. Youmustdeliver acopy of thefully signed lease,sublease orpurchase contract to us within^days after its execution, ffyouoroneof your Affiliates at any time owns tbe Premises, you must immediately notify us and we may require thatyou or such Affiliate enter into a lease with us at commercially reasonable rates foratermequaltotheTerm,andwewillsuhleasethePremises toyou onthe same terms as the prime lease.

Oevefopment of tbe Premises. You are responsible lor developing the Restaurant, for all expenses associated with it and for compliance with the requirements of any applicable federal, state or local law, code or regulation, including those concerning the Americans witb Disabilities Act^AOA'^or similar rules governing public accommodations for persons with disabilities.

^e will furnish you with the prototype plans lor a Charleys Restaurant. The prototype plans are to housed asaguidelinefor your use in developingafinal set ofplans for construction of the Restaurant. You may modify those prototype plans only as required to insure that the pians and all specifications comply with all applicable federal, state and local laws,codes and regulations,ordinances, building codes and permit requirements and any lease requirements and restrictions, ffyou are developingafree standing location,you may not make modifications to the dimensions or the exterior design of the building for the Restaurant. Youmust submit all modifiedplansandspecificationstous for our approval before starting to develop the Premises. Our review and approvalofyour plansare not designedto assess compliancewith federal, state orlocal laws and regulations,including the ADA, ascompliance withsuchlawsisyour soleresponsibility. Atourrequest,you must submit all revisedor^asbuilt^plans and specifications. Alldevelopmentmustbein accordance with theplansandspecificationswe haveapprovedand must comply withall applicable laws, ordinances and local rules and regulations.

4 CHARLEYS ^ô^ M^h^ ê wifi furnish suoh guidance to yeu in deveiepiug the Premises as we deem appropriate ê may periedieaiiy inspect the Premises during its deveiepmeat ê da net, hy approving your pians or specifications or inspecting thePremises,assumeanyiiahihty or responsihihtytoyouor toany thirdparties. Suchapprovaisand inspections shaiihe soieiy for the purpose of assuring compiiance with our standards and shah not he construed as anyexpress or implied representationor warranty that yourRestaurantcomphes with any appiicahie laws, codes or regulations (including the ADA or any other federal, state, or locallaworordinanceregulatingstandardsfor theaccessto, use of, or modifications of huildings for any hy persons whose disahilities are protected hy law) or that the construction thereof is sound or free from defects. All prototype plans and other plans and specificationslbr the Restaurant shallheoursoleandexclusiveproperty, andyoumay claim no interest therein.

You must start constructionorrenovationoftheRestaurantwithinOO days after you haveleased, subleased or acquired the Premises. You must complete construction or renovation of the Restaurant within 00 days after the start of construction or renovation You must openthe Restaurant within 30 days after the date construction or renovation is completed. Any extensions of time are subject to our approval,which we may withhold at our discretion.

Therequirement to complete construction or renovationoftheRestaurant includes obtaining all required construction and occupancy licenses and permits, developing the Premises (including all outdoor features and landscaping of the Premises, if applicable), installing all required fixtures, furnishings, equipment and signs, and doing all other things as may be required pursuant to this Agreement or by practical necessity to have the Restaurant ready to open for business. You may not open the Restaurant for business until we have notifiedyou thattheRestaurant meetsour requirements for opening, including payment in full of the initial franchise fee and all other amounts then owing to us, successful completion ofour initial training program, and our receipt ofyour certificates of insurance in compliance with SectionO.07.

Equipment Furniture. Fixtures and Signs. You agree to purchase or lease allrequiredequipment, furnishings, fixturesand signsfortheRestaurant. Youagreeto purchase or lease only sucb types, brands and models of fixtures, furniture, equipment, signsandsupplies which we approve for CharleysRestaurantsasmeetingour standards and specifications, including standards and specificationsfor quality, design, warranties, appearance, function and performance. You may purchase or lease approved types, brands or models of fixtures, furniture, equipment, signs and supplies only from suppliers approved hy us (including us and any of our Affiliates). From time to time, we may modify the list of approvedtypes,brands,modelsand^or suppliers,andyoumay not, after receipt of notice of such modification,reorder any type,brand or model,or from any supplier,which is no longer approved.

Ifyou propose to purchase any fixtures,furniture,equipment,signs or supplies ofa type, brand or model,orfromasupplier,that wehave not previously approved,you must notify us and submit to us such information as we may request, ^e may impose reasonahle inspection and supervision fees on approved suppliers to cover our costs.

CHARLEYS Opening Ass^anc^ Hyen(eryonrOperatingPartner as defined in Section 8.03) fiave netprevieasiy ewneder managedaOhaHeysRestanrant, we wdiprevideyen with saeh opening assistance as we deem appropriate to assist yon in starting year operations,inciadingonsite opening assistancefbr not morethan^days, as schedaiedhy as.

4 T^NINOANDOmOANOE

Initial Training Program. Ifyoa (or year Operating Partner) or any of year managers of theRestanranthavenotprevionsiycompietedto oar satisfactiononr initial training program, thenprior to opening theRestanrant,yoa(oryonr Operating Partner) and aiisncfi managers, as appiicahie, mast attendand snccessfidiy complete an initial training program on the operation ofaCfiarleys Restaurant at sachtime(s) and place(s) as we designate. As of the Effective Oate, oar initial training program is held inColumhas, Ohio. At least two (2) persons, inclndingyoa (or your OperatingPartner), mast have completed to oar satisfaction our initial training program or we may terminate this Agreement, ^e may require yon (or your Operating Partner) and your managers to attend and successfully complete periodic or additional training programs. Youwillheresponsihle for allcompensationandexpensesdncluding travel, meals andlodging)incurredhy you and your personnel in attending any training programs. Youmust immediately replace any manager whofailstosuccessfullycompleteany training programor who otherwiseisnot qualified to manageaOharleys Restaurant.

OnOoingOuidanee. ^ewill furnish you periodic guidance with respect to the System, including improvements and changes to the System Such guidance, at our discretion, will he furnished in the form of the Operations Manual, hulletins and other written materials, consultations hy telephone or in person at our offices or at the Restaurant, orhy any other means ofcommunications. At your request, wemay provide specialassistanceforwhichyouwillherequiredtopay theper diem fees andcharges we may establish from time to time.

Ô^D Operations Manual, ê will provide access to our Operations Manual, as amended from time to time, which may consist of one or more manuals, containing our mandatory and suggested standards,specifications and operatingprocedures relating to the development and operation of Charleys Restaurants and other information relating to your obligations under this Agreement. The termÔperationsManuaf'also includes alternative or supplemental means of communicating such information by other media which specifically reference that they are to he considered part of the Operations Manual, includingbulletins,emails, limitedaccessintranetsites,DVEs, videotapes,audiotapes, compact discs,computer diskettes, COsandother electronic media Youagreeto comply fully with all mandatory standards, specifications and operating procedures and other obligations contained inthe Operations Manual, êmay modify the Operations Manual fromtimetotimetoreflect changes in standards, specifications and operating procedures, provided no additionor modification may alter your fundamentalstatusandrights under this Agreement. Ifadlspute develops relating tothe contents of the Operations Manual, our master copy will be controlling. The Operations Manual contains Confidential Information,as defined in Sections.Oland you agree not to copy any part of the Operations Manual or to allow unauthorized persons access to the Operations Manual.

CHARLEYS

M^h^ 5 TRADEMARKS

Ownersbip of tbe Marks. You acknowledge tbat we own tbe Marks. Year rigbt toasetbeMarksis derived solely fromtbls Agreement and is bmitedtoeoadaetlag basinesspursaant to and incompliance witb tbis Agreement. Yeor anaatborizedaseof any of tbe Marks constitntesabreacbef tbis Agreement and an infringement of oar rigbts te tbe Marks. Tbis Agreement does net confer on yon any goodwill or otber interests in tbe Marks. Yenr use of tbe Marks and any goodwill established tbereby inures te ear exclusive benefit. All previsions of tbis Agreement applicable to tbe Marks apply to any additienal or substitutetrademarks, servicemarks andtradedressweautborizeyoutouse. You may not at any time during or after tbeTermcontest^or assist any other person in contesting, the validity or ownership ofany of the Marks.

Use of tbe Marks. You agree to use the Marks as the sole identification of the Restaurant, provided you identify yourself as the independent owner thereof in the manner weprescribe. YouagreetousetheMarksasweprescribeinconnectionwithtbe sale ofauthorizedfoodproducts, beverages and services. Youmay notuseanyMark(or any abbreviation, modification or colorable imitation) as part ofany corporate or other entity name or in anyother manner (including as an electronic media identifier,suchasa ^eb site, ^eb page, domain name, meta tag, download, application, posting, social networking profile, directory listing, screen name, anonymous name, blog, vlog, e mail account, instantmessagingaccount or texting identity) not expressly authorizedhyusin writing.

Discontinuance ofUseofMarks ffit becomes advisable at any time for us andôryoutomodifyordiscontinueuseofanyMarkandôruseoneormoreadditionalor substitute trademarks, service marks or trade dress, you agree to comply with our directions within a reasonable time after notice, ê willhave no liability or obligation whatsoeverwith respectto any such required modificationor discontinuance of anyMark or the promotion ofasubstitute trademark,service mark or trade dress.

Notification effnfringements and alarms Youmust notify us immediately ofany apparent infringement of or challenge toyour use ofany Mark, or any claim by another personof any rights inany Mark Youmay notcommunicate witb any person, other than us and our counsel, in connection witb any such infringement, challenge or claim, ^e willhave sole discretionto takesucbactionas wedeemappropriateand will bave the right to controlexclusively any litigationor U.S. Patent and Trademark Office proceeding arising out of any sucb infringement, challenge or claim or otherwise relating to any Mark. You must sign any and all documents, render sucb assistance and do such things as may be advisable in the opinion ofour counsel toprotect our interestsinany litigation or U S. Patent and Trademark Office or other administrative proceeding or otherwise to protect our interests in the Marks.

Indemnification ofRranebisee. ^eagree to indemnily you against, and to reimburseyoufor,alldamages for whicbyouarebeld liable in any proceeding arising out of your authorizeduseofanyMarkpursuanttoand incompliance withthis Agreement and, except asprovided herein, for allcostsyoureasonahly incur in defending any such claim brought against you,provided you have timely notifiedus of such claim and provided further that you and your Owners and Affiliates are in compliance with this Agreement and

7 CHARLEYS ah other agreements entered into with as or any ef ear Achates, ^e, at ear sale diseretien, are entitled tepreseente,defendant ase ef any Markparsuant te this Agreement, and, if we undertake tepreseeate, defend and^er settle any saehmatter,wehayeneehiigatiente indemnify erreimhnrse yen far any fees or dishnrsements ofany legal eeansel retained hy yen.

6 FEES

Initial EranehiseEee. Simultaneously with your exeention of this Agreement, you agree to pay us an initial franchise fee of ^24,50000 The initial franchise fee is fully earned hy us as ofthe Effective Date and is not refundable.

Royalty Eees. You agree to pay us weekly royalty fees equal te the greater of^ (a) Three Hundred Dollars ^800^ or (h) six percent^) of Gross Sales Royalty fees are payable on or before Thursday of each ^eek with respect to the Gross Sales incurred during tbe immediately preceding ^eek.

êdefineaêekâseachlweek period starting on Monday through the following Sunday,subêcttocbangebyus. The first êek each year shall conform to the start of our EiscalYear for that year AÊiscalYear'istheliscalyear that wemay determinefrom time to time. Asofthe Effective Date,our EiscalYear consists of weekly periods ending on the Monday closest to Marcb^fst each year.

^GrossSales" includes the aggregate amount of all sales of food, beverages and other products soldand servicesrendered at theEremisesor otherwiserenderedinconnection witbtbe Restaurant, includingmoniesderivedfromsalesatorawayfromthe Restaurant, whether for cash or credit, but excluding^ (l) all federal, state or municipal sales or service taxes collected from customers and paid to the appropriate taxing authority^ and (2) all customer refunds and adjustments and promotional discounts.

MisceRaneous Administrative Fees. You agree to pay us such miscellaneous administrative fees in sucb amounts as wemay establish fromtime to time. The amounts ofsuch^esshallbereasonablydeterminedhy us andmayincluderecoveryofour direct costs as well as reasonahle allocations of overhead and indirect costs, and shall be charged on the same basis as for suhstantiahy all other franchised Gharleys Restaurants in theU.S. or the applicable geographical area.

Designated Account. Prior to the opening of your Restaurant, and asa conditiontbereof,youshallestablishadesignatedbankaccount from which weshallbe authorized to withdraw in any manner which we prescribe (including electronic transfer of funds), any amounts due tons or our Affiliates from you under this Agreement, including royalty fees. You agreenot to closethe account (or allow the account tohe closed) without first opening and notifying us of an alternate account, nor to terminate any directdehit authorization fromthe account withoutareplacement authorization approved by us. You authorizeustoinitiate debit entries and^or credit entries tothe account for payments of royalty fees and other amounts payable under this Agreement, behave the right to review your Gross Sales onaperiodicbasis,includlngadaily basis. Prior totheweekly payment date of royalty fees, we shallcalculate tbe royalty fee due for the immediately preceding ^eek and withdraw such amount and any other amounts due under this Agreement,

8 GHAREEYS ^0^^ M^h^ including any advertising an^ 10 directly framthe designated accennt. All casts and expenses ef establishing and maintaining such designated account, including transaction lees and funds transfer fees, shall he paid hy yea. ffwehavenetheenahlete access your Cress Sales^ertehavereceivedweekly reports ef Cross Sales fromyou, then we may dehit the account in an estimated amount hasedon prior reports of Cross Sales.

Late Charges and Interest Cn Late Payments All payments of royalty fees and other periodic feespayahle each êek shall he due andpayahle on, and must he received hy us, hy Thursday of the immediately following êek. Any payment or report not actually received hy us on or helore such date shall he deemed overdue, ff any payment is overdue,you shall pay tous, in addition to the overdue amount,alate fee (in such amount aswemaydeterminefromtimetotime) andôr interest on such amount fromthedateit was due until paid,atarate which is the lesser of twelve percent (12^) per annum or the maximum rate permitted hy law. You also agree to maintain at all times sufficient funds in such designated hank accounts lor such withdrawals as provided in Section ff sufficient funds are not available in the designated hank account at the time of an electronic transfer to pay fees that are due us or our Affiliates,we have the right to collecta service fee,subject to applicable law. Entitlement to such interest and service weshallbe in addition to any other remedies we may bave. Your failure tohave sufficient funds availablein thedesignatedaccount inanamountequaltoany amountthendueoryour failure to pay all amounts when due, constitutes grounds for termination of this Agreement, as provided in Sections.

Application ofPayments ^e may apply any payments hy you to any ofyour past due indebtedness for royalty fees^ Advertising Eund contributions or any other indebtedness to us or any of our Affiliates, notwithstanding any designation hy you.

^07^ Collection Costs and Expenses. You agree to pay us on demand any and all costs and expenses incurred by us in enforcing the terms of this Agreement, including, without limitation, collecting any monies owed by you to us. These costs and expenses include, hut arenot limited to, cost and commissionsdue acollectionagency, reasonahle attorneys'fees,costs incurred in creating or replicating reports demonstrating Cross Sales of your Restaurant, court costs, expert witness fees, discovery costs and reasonahle attorneys'fees and costs on appeals together with interest charges on all of the foregoing.

7 RESTRfCTfVECCVENANTS

7D0L Confidential Information, ^ewill disclose parts of our Confidential Information to you solely for your use in theoperationoftbeRestaurant. ^Confidential Information' includes our proprietary and confidential information relating to the development and operation of Charleys Restaurants, including^ (a) ingredients, recipes, and methods ofpreparation and presentation ofauthorized foods products^ (h) site selection criteria for Charleys Restaurants and plans and specifications for the development of Charleys Restaurants^ (c) sales, marketingandadvertising programs andtechniquesfor Charleys Restaurants^(d)identityof suppliers and knowledge of specifications andpricing forautborizedfoodproducts, materials, supplies and equipments (e)knowledge of operating results and financial performance of Charleys Restaurants,otberthantheRestaurant and other Charleys Restaurantsyou own^ (^ methods of inventory control, storage, product

0 CHARLEYS ^^^^ Ma^^ handling, training and management relating te Charleys Restaurants^ (g) eempnter systems and software programs^ and(h) any and all ether in^rmatien we provide yea that is designated orally or in writing as proprietary or eonfidential or hy its nature would reasonably he understood to he proprietary or confidential, regardless whether such inlormation is speeifieally designated as proprietary or eonfidentiah

The Confidential Information is proprietary and includes our trade secrets. During theTermandthereafter^ (f) you may not usethe Confidential Information in any other business or capacity (you acknowledge such use is an unfair method of competition^^you must exert your best efforts to maintain tbe confidentiality of the Confidential Informations (3) you may not makeunautborized copies of any portion of the Confidential Information disclosed inwritten, electronic or other form^andd) you must implement all reasonable procedures we prescribe from time to time to prevent unauthorized use or disclosure of tbe Confidential Information, including the use of nondisclosure agreements (in form and substance satisfactory to us) with your officers, directors, managers and assistant managers and tbe delivery of such agreements to us.

InTerm Covenants. During tbe Term,neither you nor any ofyour Cwners may, without our prior consent (which consent may be withheld lor any reason or no reasons (a) directly or indirectly (such as through members ofyour or their Immediate Families, which includesaspouse,parents, siblings and adult children,whether natural or adopted) own any legal or beneficial interest in, or render services or give advice to^ (l)any CompetitiveRusinesslocatedanywbere^ or (2)any entity locatedanywhere which grants franchises, licenses or other interests to others to operate any Competitive Business^ or (b) divert or attempt to divert any business or customer of Charleys Restaurants to any competitor or do anything injurious or prejudicial to the goodwill associated with the Marks or the System.

A^CompetitiveRusiness^ isany fast food, quickservice, or fast casual restaurants (a)featuringsubmarine sandwiches or other fooditemsnow or intbefuturefeaturedby Charleys Restaurants^ (b) offering and selling submarine sandwiches and ^r which the sale of sucb sandwiches constitutes tenpercent(lO^) or more of its sales (or such sales froma single location constitute 10^ or more of the total sales of that location) during any calendar quarter or calendar year^or(c) any other business that is the same as or similar to tbe CharleysRestaurant concept, asit evolves or changes over time. Restrictionsin this Agreement on competitive activities do not apply to^ (I) the ownership or operation of other Charleys Restaurants that arelicensedor franchised by us or any of ourAffiliates^ or (2) the ownership of shares ofaclass of securities that are listed onastock exchange or traded on the over the counter market and that represent less than five percent (5^) of that class of securities

RostTerm Covenants. Foraperiodof2years,startingon the effective date of the termination or expiration (without entering into a successor franchise) of this Agreement, neither you nor any ofyour Cwners may directly or indirectly (such as through members of your or theirlmmediateFamilies) own anylegalor beneficial Interest in,or render services or give adviceto^ (a)anyCompetitiveRusiness operating at thePremises or withina^mile radius of the Premises^ (b) any Competitive Business operating withina 3 mile radius of any Charleys Restaurant in operation or under construction on the

10 CHARLEYS ^^^^ elective date ef termination or expirations or (e) any entity whieh grants franchises, licenses or other interests to others to operate any Competitive Business.

Scope of the Covenants. ffanypartofSection7.02orSection7.03islonndto he anreasonahie in time or distance, each month of time or mite of distance may he deemed aseparate unit so that the time or distance may heredacedhy appropriateorderofthe court to that deemed reasonahle. You and each of your Cwners acknowledge that we havea protectahle legal interest in the System, customers of Charleys Restaurants and the goodwill associated withtheMarksandthenoncompetitioncovenants contain in Section 7.Of and Section7.02 are necessary elements to their protection and are an integral part of this Agreement. You and each ofyour Cwners also expressly acknowledge the possession of skills and ahilities ofa general nature and the opportunity for exploiting such skills in other ways,so that enforcement of the covenants made in this Section will not deprive any of you of your personal goodwill or ability to earnaliving. ffyou or any ofyour Cwners fail or refuse to ahidehy any of the foregoing covenants, and we ohtain enforcement ina^udicial or arhitrationproceeding,theohligations under the hreached covenant will he tolled during theperiod(s) oftime thatthecovenantishreachedand^orweseektoenforceit, and will continueineffectforaperiodof time ending^years after the date of the order enforcing the covenant.

7^0^ Information Exchange. All recipes, processes, ideas, concepts, advertising andpromotionalmaterials, wehsitepagesandcontent, methods, techniquesor materials used or useful to a quick service restaurant business, whether or not constituting protectahleintellectualproperty(collectively,the^Materials^,that you create,or that are created on your hehalf, in connection with the development or operation ofyour Restaurant must he promptly disclosed tous. If we adopt any of such Materials as part of the System, or deemthemto he sufficiently related to us and our business to he considered proprietary, they will be deemed to be our sole and exclusive property and deemed to he ^orksmadeforffire(assuchterm is definedunder Section 101 of the Copyright Act) for us, and to the extent the Materials may for any reason not be considered a ^orkmadeforffire,you irrevocably convey,grant,transfer and assign to us all right,title and interest which you may have now or in the future in and to the Materials. Youagreeto sign whatever assignmentor other documents werequest, duringandafter theTerm, to evidence our ownership or to assist us in securing intellectual property rights in the Materials, andyouwarrantthatyou willohtainallrightsfromany thirdpartyactingon your hehalf to comply with this provision.

8 YCURCRCANf^ATfCNAND MANAGEMENT

CrganizationalEoeuments. ffyouare^ or at any time become,ahusiness corporation, partnership, limited liability company or other legalentity, you andeach of your Cwners represent, warrant and agree that^ (a)you are duly organized and validly existing under tbe laws of the state of your organization, and, if a foreign business corporation, partnership, limited liability company or other legal entity, you are duly qualified to transact business in the state in which the Restaurant is located^b) you have the authority to execute and deliver this Agreement and to perform your obligations hereunder^ (c) true and complete copies of the articles of incorporation, partnership agreement,hylaws,subscription agreements,buysell agreements,voting trust agreements and all other documents relating to your ownership, organization, capitalization,

ff CHARLEYS

M^h^ management andcontrol havebeendebveredtensaad a^amendmentstheretesha^be prempHydehveredtea^(d) year activities arerestrietedtetheseae^^^ deveiepmeat, ownership and operation of Charleys Restaurants in aeeordanoe with this Agreement and in aeeordanee with any other agreements entered into with as or any ofour Affiliates^ (e) theartielesof incorporation, partnership agreementor other organizational documents recite that the issuance, transfer or pledge ofany direct or indirect legal or beneficial ownership interest is restricted hy the terms of this Agreements and ^ all certificates representing direct or indirect legal or beneficial ownership interests now or hereafterissued must hearalegend in con^rmity with applicable law reciting or referring to such restrictions.

Disclosure of Ownership Interests. You and each ofyour Owners represents, warrantsandagrees thatExhibit A iscurrent, completeandaccurate. Youagree tbat updated ExbibitsAwill he furnished promptly to us, so that ExhibitA(as so revised and signed by you) is at all times current, complete and accurate. Eachperson who is or becomes an Owner must executeapersonal guaranty or agreement in form as we prescribe, the current formof which is attached as ExhihitOundertakingtoheboundiointlv and severally hy the terms of this Agreement. EachOwner must be an individual acting in his or her individual capacity,unless we waive tbis requirement.

Operating Rartner^ManagementofRusiness. ffyou are,or at any time become,abusiness corporation,partnership,limited liability company or other legal entity, youmust designatein Exhibit AastheÔperatingPartnerân individual approvedby us whomust^ (a) own andcontrol,orhavethe right to own and control(subêct to conditions reasonably acceptahletous), notlesstban fOôf your equity andvoting rights^ (b)have the authority to bind you regarding all operational decisions with respect to the Restaurants and (c) bave completed our training program to our satisfaction.

You (or your Operating Partner)^ (a) shall exert your full time and best efforts to the development and operation of the Restaurant and all other Charleys Restaurants you own^ and (b) may not engage in any other business or activity, directly or indirectly, that requires substantial management responsibility or time commitments or otherwise may conflict withyour obligations hereunder. The Restaurant at all times must be managed by you(or your Operating Partner) or byamanagerwhohas completed our training program to our satisfaction.

9 RESTAORANTORERATfNO STANDARDS

Condition ofRestaurant. You must maintain the Restaurant'scondition and appearance so that it is attractive, clean and efficiently operated. Youagreetomaintain the Restaurant'scondition and appearance and to make such modifications and additions to its layout, decor, and general theme as we require from time to time, including replacement of worn out or obsolete fixtures, equipment, furniture, signs and utensils, repair of the interior andexteriorandappurtenantdrivetbruandparking areas andperiodic cleaning and redecorating ff at any timethe general state of repair, appearance or cleanliness of the Restaurant or its fixtures, equipment, furniture, signsor utensils, doesnot meet our standards, we may notily you and specify the action you must take to correct such deficiency. If, within fO days after receiving such notice,you failorrefusetoinitiate and thereafter continuein goodfaithandwithduediligenceabonafideprogram to complete

f2 CffARLEYS M^h^ snob required maintenanc^w^ but net the ebiigatiou,to enters at your expense. Youmust promptly reimburse us for suoh expenses

You must periodieaily upgrade and^or remodel the Restaurant pursuant to ourpians and speeilieations, provided, however, we will not require substantial remodeling more often than every^yearsduring the Term

If the Restaurant is damaged or destroyed by lire or other casualty, you must initiate within 30 days (and continue until completion) all repairs or reconstruction to restore the Restaurant to its original condition, ff, in our reasonahle ^udgment,the damage or destruction is of such a nature that it is feasible, without incurring substantial additional costs, to repair or reconstruct the Restaurant in accordance with the then standard Charleys Restaurant layout and decor specilications,we may require you to repair or reconstruct the Restaurant in accordance with those specifications.

You may not make any alterations to tbe Restaurant, nor any replacements, relocations or alterations of fixtures, equipment,furniture or signs, without our approval, behave the rightatyour expense torectify any replacements, relocations or alterations not previously approved by us.

Uniform fmage. You agree tbat the Restaurant will offer for sale food, beverages and other products and services that we determine from time to time to he appropriatefortheRestaurant YoufurtberagreethattheRestaurantwill not, without our approval, offer any products or services (including promotional items) not then authorized by us. The Restaurant may not be used for any purpose other than the operation ofaCharleys Restaurant in compliance with this Agreement. You agree that the Restaurant will ofler courteous and efficient service andapleasant ambiance.

Rood Products You acknowledge that the reputation and goodwill of Charleys Restaurants isbasedon, andcanbemaintainedonly by, the sale of distinctive high quality products and services. Therefore, you agree tbat the Restaurant will use andôr offer ler sale only food products, beverages, ingredients, uniforms, packaging materials, menus, forms, labels andother supplies andother products andservices that conform to our specifications and quality standards andôr are purchased from suppliers we approve (which may include us andôr any of our Affiliates), ê may modify the list of approved brands andôr suppliers. After notice of such modification, you may not reorder any hrandorfrom any supplierwhich is no longer approved.

ffyouproposeto useanybrandandôr supplier which isnot then approvedby us, you must first notily us and submit sufficient information, specifications and samples concerning such brand andôr supplier so that we can decide whether such brand complies withour specificationsand standardsandôrsuchsupplier meets our approvedsupplier criteria, behave the right to charge reasonable fees to cover our costs, ê will notify you ofour decision within a reasonable periodoftime. ê may prescribeproceduresforthe submission of requests for approval and impose obligations on suppliers, which we may require to he incorporated inawritten agreement, ê may impose limits on the number of suppliers andôr brands for any of the foregoing items.

f3 CHARLEYS ^^^^ M^h^ Sublet to tbe provisions'^ tbat(i)woanôronrAffiiiatosmayroo^^^ from snppiiors and tbird parties in rospoot to snob pnrobasos,(ii) wo andôro^^ may bave investments in snob sappbers, and (iii) we andôr oar Affrbates may profit from yoarpnrobases from approved snppbers.

Yonmastmaintain atabtimesan inventoryof approved foodprodnets,beverages, ingredients and otber prodnots saffioient in quantity, quality and variety to realize tbe Restaurant'sfrdl potential.

^e may oonduot market researeb to determine oonsumer trends and salability of newfoodproduotsandserviees. You agree to eooperateby participating inour market researebprograms,test marketing new food products and services intbe Restaurant and providing us timely reports and otber relevant information regarding sucb market research. You must purchase a reasonable quantity of such test products and make a reasonahle effort to sell them.

Specifications and Standards. You acknowledge that each and every aspect oftheinteriorandexteriorappearance,layout,decor,services,equipment and operation of the Restaurant is importanttous and is subject to our specifications and standards. You agreeto comply with all mandatoryspecifications,standardsandoperating procedures, as modified from time to time (whether contained in the Operations Manual or any other writtencommunication) relating totbeappearance, function, cleanliness or operationofa CharleysRestaurant, including^ (a) type, quality, taste, weight, dimensions, ingredients, uni^rmity,and manner of preparation,packaging and sale of food products and beverages^ (h) sales proceduresand customer serviced (c) advertising andpromotionalprograms^ (d) appearance and dress of employees^ (e) safety, maintenance, appearance, cleanliness, sanitation, standards of service and operation of the Restaurant (1) daysand hoursof operations and (g) bookkeeping, accounting and record keeping systems and forms.

Compfiance^itbLaws. You must maintain in force in your name all required licenses, permits and certificates relating to the operation of the Restaurant. You must operate tbe Restaurant in fullcompliance with all applicable laws, ordinances and regulations. You must notify us inwritingwithin^days afters (a) the commencement of any legal or administrative action,or the issuance ofany order ofany court, agency or other governmental instrumentality, which may adversely affectthedevelopment,occupancyor operationoftheRestaurantoryourfinancialconditiomor(b) the delivery of any notice of violation or alleged violation of any law, ordinance or regulation, including those relating to health or sanitation at the Restaurant.

All of your advertising and promotion must be completely factual andmust conform tothe highest standards ofethicaladvertising. fnalldealings with us, as wellasyour customers, suppliers,lessorsandthepublic, you must adhere to thehlgbest standards of honesty,integrity,fair dealing and ethical conduct. You agree to refrain from any business or advertising practice which may be injurious to our business, to tbe business of other Charleys Restaurants or to the goodwill associated with the Marks.

Rersonnel. Except as set forth in the Cperations Manual, the Restaurant must at all times be under the direct, on premises supervision ofa manager who has

fl CHARLEYS ^^^^ ^^h^^ competed our trainings compoteut and propers trained emp^yees Yen (or your Operating Partner) at ail times must remain active in overseeing the operations of the Restaurant Ifthe relationship with your Operating Partner terminates, you must promptly hireasueeessor Operating Partner Any successor Operating Partner must meet our approval and must sueoessfully complete our training program Youare solely responsihleforallemploymentdecisionslor the Restaurant,includinghiring,firing,r^^ and maintainingsupervision and discipline, regardless ofwhether you received advice from usonanyefthesesuh^ects You must establish at the Restaurant an employee training program meeting our standards You may not recruit or hire any person whois an employee of ours or of any Charleys Restaurant operated hy us, our Affiliates or another franchisee of ours without obtaining the employers consent, which consent may he withheld lor any reason or no reason.

Insurance You are responsible for all loss or damage arising from or related to your development andoperationoftheRestaurant and all demands or claims witb respect to any loss, liability, personal inûry,deatb, property damage or expense occurring upon the premises of, or arising from tbe development andôr operation of, the Restaurant You shall maintain in full force and effect throughout the term of this Agreement that insurance that you determine is necessary or appropriate for liabilities caused by or occurring in connection witb the development or operation of the Restaurant,whicb shall include, ataminimum, insurance policies of the kinds, and in the amounts, as set forth in the Operations Manual and as specified by your lease or sublease ê, and any entity with an insurable interest that we designate, shall be an additional insured in such policies to the extent each bas an insurable interest.

All insurance policies shall he written by an insurance company or companies satisfactory to us, in compliance witb the standards, specifications, coverages and limits set forth in the Operations Manual or otherwise provided to you in writing ê may reasonably increase tbe minimum coverage required andôr require different or additional kinds of insurance to refiect inflation, identification of new risks, changes in law or standards of liability,higher damage awards or otber relevant changes in circumstances êwillprovidetoyouwritten notice of sucb modifications, and upon receipt, you shall take prompt action to secure tbe additional coverage or higher policy limits.

No later than 30 days before you begin construction of tbe Restaurant, and on each insurance policy renewal date thereafter, you must submit to us evidence of satisfactory insurance and proof of payment Tbe evidence of insurance shall includeastatement by the insurer that the policy or policies will not be canceled or materially altered without at least30days'priorwritten notice to us Upon our request, you must provide to us copies of any policies and policy amendments and riders

You acknowledgethatnorequirement for insurance contained inthis Agreement constitutes advice orarepresentation by us that only such policies, in such amounts, are necessary or adequate to protect you from losses in connection with your business under this Agreement, ff you failorrefusetomaintain any required insurance coverage, or to furnish satisfactory evidence tbereof,we, at our option and in addition to our other rights and remedies hereunder, may obtain such insurance coverage on your behalf ff we do so,

f5 CHARLEYS you must fufiy cooperate with us in auy costs and premiums wo inour.

Your ohiigatioa to maintain insurance coverage is not diminished in any manner hy reason ofany separate insurance we may choose to maintain, nor does it reheve you ofyour ohhgations under Sectionf7.02. fO MARKETfNOANDADVERTfSfNO

IQÔL Cbarlevs Advertising Fund ê have estahiishedaCharieys advertising fund ÂdvertisingFund^ for the creation andproductionof marketingmateriaisand preparation of advertising campaigns TheAdvertisingFundshaiihe administered hy us or any successor entitydesignatedhy us You must contrihute to the Advertising Fund amounts that we estahhsh from time to time, not to exceedôf Gross Saies,which are payahie weekly together with the royalty fees due hereunder Charleys Restaurants that we andourAffiliates own shallcontrihute to the Advertising Fund onthe same hasis as comparahle franchisees AsoftheFflectiveDate,thecontrihutionrateis02ôfGross Sales

Although the Advertising Fund is intended to maximize generalrecognition and patronage of the Marks for the benefit of all Charleys Restaurants,we cannot assure you that any particular Charleys Restaurant will benefit directly or pro rata from the placement of advertising. Funds contributed to theAdvertisingFund maybe used to pay for the cost ofpreparing and producing materials and campaigns we select, including video, audio and written advertising materials, and lor the cost of employing advertising agencies, in house staff and supporting market research activities, ^e may furnish you with marketing, advertising and promotional materials at cost, plus any related administrative, shipping, handling and storage charges.

^e will account for funds in tbe AdvertisingFund separately from our other funds and will not use these funds todefray any ofour generaloperatingexpenses, except for reasonable salaries, administrative costs and overhead we may incur in activities related to theadministrationoftheAdvertisingFundanditsprograms, including conducting market research, preparing advertising and marketing materials, travel costs and meeting expenses and collecting and accounting for contributions to the Advertising Fund All disbursements from the AdvertisingFund shall be made first from income and then from contributions, ^e may spend in any fiscal year an amount greater or less than the aggregate contributions of all Charleys Restaurants to the AdvertisingFund in that year, and we may borrow from our affiliates or other lenders to cover deficits in advertising funds or invest any surplus lor future use.

^e will prepare annuallyastatement of monies collected and costs incurred by the AdvertisingFund and furnish youacopy upon your written request. Except as otherwise expressly providedinthisSection, wedo notassumeany direct or indirectliability or obligationwitb respect to tbe maintenance, direction or administration of the Advertising Fund, ^e do not act as trustee or in any other fiduciary capacity withrespectto the AdvertisingFund. behave the right to terminate and discontinue the AdvertisingFund at any time, effective upon notice.

fO CHARLEYS ^ô^ Your Advening You agree to spend oo adverting and promoting the Restaurantsuehamountsas we estahhsh fromtime to time, nottoexeeed5ôf Gross Saies during eaeh ofyour fisoai quarters. For these purposes, advertising expenditures ineiude^ (a) amountsoontrihuted to the AdvertisingFund and advertising eooperatives^ and (h) amountsspentfor advertisingmedia, suehasteievision, radio, newspaper, hiiihoards, posters, direct maii,yeiiowpages,ooiiaterai promotionai and noveity items, advertising on puhhe vehieies, suehaseahsandhuses, and, if notprovidedhy us, theoost of producing approved materials necessary to participate in these media. As nart of vour ongoing marketing efforts and to hud^ an the goo the right to reeuire vou to parties (which m^v h^hê h^t ^re ôt hmite^ to the ê of ô^tion hoxes n^ceî in vour Restaurant) ail nrocee^ of which îhh^ô^ted or for ch^rit^^ expenditures do not include amounts spent for items which we, in our reasonahle judgment, deem inappropriate for meeting the minimum advertising requirement, including permanenton premisessignsandmenuhoards, lighting, menus, premiums, discounts, free offers, and employee incentive programs.

You must suhmit to us for our prior approval, samples of all advertising and promotionalmaterialsnotpreparedorpreviouslyapprovedhyusandwhichvaryfromour standard advertising and promotional materials. You may not use any advertising or promotional materialsthat wehave disapproved. Youmay not issue any press or other media releases or other communication regarding the Restaurant without our prior written consent

ê have the right to establish local andôr regional advertisingcooperatives lor Charleys Restaurants in your local or regional area, covering such geographical areas as we may designate from time to time. You must participate in such advertising cooperative(s) and their programs (other than price advertising, as to which you may choose not to participate) and abide hy its hylaws. Youmustcontribute such amounts to the advertising cooperative(s) as they determine fromtime to time in accordance with their bylaws. Any Charleys Restaurants ownedhy us or any of ourAfliliates located in such designated local orregionalarea(s) will contribute to the cooperative(s) onthesamebasis. Contributions to such local and regional advertising cooperatives are credited toward the 5^ advertising expenditures required hy this Sections however, if we provide you and your local andôr regional advertising cooperativeOO days notice ofaspecial regional promotion, you must participate in such promotion and pay to us any regional advertising fees assessed in connectiontherewith,beginningonthe effective date of suchnoticeandcontinuing until such regional promotion is concluded Any such special regional advertising fees shall be in addition to, and not credited towards, the 5^ advertisingexpenditure required by this Section.

You agree not to promote, offer or sell any products or services relating to your Restaurant, or touseany of theMarks^ through thelnternet, any ^ebsiteor any other similar futuretechnological avenues without our consent,which consent may he withheld foranyreasonornoreason fnconnectionwitbanysuchconsent, wemayestablishsuch requirements as we deem appropriate, including (a) obtaining our prior written approval of any fnternet domain name and home page addresses and social networking sites^ (b) submissionfor our approvalofall ^eb site and social networking pages, materialsand content^(c)use of all hyperlinks andotherlinks^(d)restrictionsonuse of any materials

f7 CffARLFY^ (mo^mg^v^ has any awnership ia^es^ and (e) attaining oar prior writton approval of any modifioations.

ff RECORDSAND REPORTS

ILOLReco^ Yon agroofoproparo and to maintain for^yoarsoomplote and aooarato hooks, records (inoinding invoices and records relating to year advertising expenditures) and accounts (nsing our standard chart of accounts) for the Restaurant, copies of your sales tax returns and such portions of your state and federal income tax returns as relate to the Restaurant All such hooks and records shall he kept at the Premises,unless we otherwise approve.

You must record all sales onelectronic cash registers or point of sale systems designated or approved hy us You mayherequiredto use computers and computer hased cash registers and point of sale systems which are fully compatihle with our computer system and which include an information interface capability to communicate electronically with our computer system ^n^ay require you to obtain equipment, software and^or services tofacilitate communications hetweenyour computers and computerhased cash registers and our computer system behave the right to use the data we collect for any purpose, except that we shall not provide financial data to third parties, outside of our system or network, in suchaform that readily identifies the Restaurant, unless we are required to do so hylaw,regulation, or order ff we require you to use proprietary software, you agree to execute andcomply with such software license agreements as we deem necessary toprotect our interests, andyouagreetopay such license, training, and maintenance fees as we deem reasonably appropriate.

fLO^ Periodic Reports Youmust furnish us^ (a) no later than Tuesday of each êek,areport of Gross Sales for the immediately preceding êek^b) no later than the f5tb day following the end of each MonthlyPeriod,wbich is eachler^êek period conforming to our Fiscal Year, an income statement and statement of cash fiow for the Restaurant for such Monthly Period and for the yeartodateandahalance sheet as of the end of such month^c)within^daysafterthe end of each FiscalYear,ayearend balance sheet and income statement and statement of cash fiow of the Restaurant for such Fiscal Year, refiecting all year end adjustments and accruals^ and (d) such other information as we may require from time to time, including food and labor cost reports, profit and loss statements and sales and income tax statements

You must verify that tbe information in each such report and financial statement is complete and accurate and sign it behave the right to disclose data from such reports and statements ifwe consider disclosure advisable, as provided in Section ffOf preserve tbe right to require that your annual financial statements he audited, at your expense, hy an independent certified public accountant approved by us f2 fNSPFGTfONSOFTHERESTAffRANT

^^OL fnspections candour designated agents bave the right at any reasonahle time and without prior noticeto^ (a) inspect theRestaurant^b)observe,photograph, record, audiotape and^orvideo tape the operations of the Restaurant^c) remove samples of

f^ GffAREFYS ^^^^ any food and beverage preduets, materials er sappbes far testing and analysis^ and (d) interviewpersenneiand enstamersef tbe Restaurant. Yeaagree teeeeperatefniiy witb sueb activities.

42^^ Audits ^e bave tbe rigbt at any time during business beurs, and witbeut priernetieeteyeu^te inspect, eepy and audit tbe beaks,records,tax returns and documents relating totbe development, ownersbip, lease, occupancy or operationof tbeRestaurant. You must cooperate fully witb our representatives and independent accountants conducting sucbaudits. ffanyinspectionor audit discloses anunderstatement of Gross Sales,you must pay us, witbin^days after receipt of tbe audit report,tbe royalties and Advertising Fund contributions due on tbe amount of sucbunderstatement, plus interest (as provided in Section6.05) fromtbe date originallydueuntiltbe date of payment. Furtber,ifsucb inspection or audit is made necessary by your failure to furnisb reports, records or inlbrmationonatimelybasis, or if we determine an understatement of Gross Sales for tbe period of any audit to be greater tbanf^, you must reimburse us for tbe cost of sucb audit or inspection, including tbe charges of any attorneys and independent accountants and tbe travel expenses, room and board and compensation ofour employees. f3 FRANGfffSEESRfGffTTGTRANSFER

4^0L GEFsApprovab Tbe rights and duties created by tbis Agreement are personalto you or, if you areabusiness corporation,partnership,limited liability company orotberlegalentity,yourGwners. Accordingly, neither you nor anyof your Owners may Transfer the Franchise without our approval and without complying witb all of the previsions of Section f3 Any Transfer without such approvalor compliance constitutesa breach ofthis Agreement and is void and ofno force or effect.

In tbis Agreement, ^Transfer" or ^Transfer tbe Franchisee ^ or similar words D means the direct or indirect sale, assignment, transfer, exchange, conversion, license, sublicense, lease, sublease, mortgage, pledge, collateral assignment, grant ofa security, collateral or conditional interest or other encumbrance in or on, or other disposition, whether voluntary, involuntary, by operationof lawor otherwise, ofthis Agreement, any interest in or right under this Agreement, any form oflegal or beneficial ownership interest in you,or any formofownersbipinterest or right to participate in or receive tbe benefit of the assets, revenues, income or profits of your Restaurant,or any one or more other acts or events not covered by tbeforegoing that wereasonahlydeterminetobeaformof direct or indirect transfer,including^

(f) any transfer, redemption or issuance ofalegal or beneficial ownership interest in thecapitalstockof, a membership interestin, or apartnershlp interestin,youorofany interest convertible into or exchangeable for capital stock of,amembershipinterest in ora partnership interest in, you^

(2)any merger or consohdationbetweenyou and another entity, whether or not you are the surviving entity, or any conversion of your entity from one form of legal entity into another form of legal entity, or any sale, exchange, encumbrance or other disposition of your assets^

fO GffARLEY^ ^^^^ ânytran^rinoonn^ orsim^prooee^ ofadivo^dissoîon or marriage or simdarpr^^ assignmoat for benefit of eroditorâ^dgmen^^^rporaîimi^^^ partnership dissointion or otherwise by operation ofiaw^

(^any transfer hy gift, deoiaration of trast, transfer in trast^revooation of trnst, trastee saeeession, trast termination, discretionary or mandatory trnst distribation^ ooearrenee of any event (eg, deatbof aperson) tbat affeetsor ripens therightsof eontingenthenefieiaries, exercise ofapower of appointment, exercise ofawithdrawai right, ad^ndication of year or any Owner as iegaby disabled, or apon or after year death or the deathof anyof year Owners by wiii,disciaimer of theiaws of intestate succession or otherwises or

(5) any foreciosare upon year Restaurant or the transfer, surrender or loss by yea of possession,control or management ofyour Restaurant.

Oondftions for Approval ffwe have not exercised our right of first refusal under Section f^06,we will not unreasonably withhold our approval ofaTransfer of tbe Francbisethat meets allof thereasonahlerestrictions, requirements and conditions we impose on the Transfer, the transferor(s)and^or the transferee(s), including tbe fol^^

0) you have completed development of the Restaurant and are operating the Restaurant in accordance witb this Agreements

(2) you and your Owners andAffiliates are in compliance with tbe provisions of this Agreement and all otber agreements witb us or any ofour Affiliates^

(3) ^he proposed transferee, or its Owners (if tbe proposed transferee isalegal entity), must provide us onatimely basis all information we request, must be individuals acting in their individual capacities who are of good character and reputation,who must have sufficient business experience, aptitude and financial resources to operate the Restaurant, and who must otherwise meet our approvals

(4) ^hetrans^ree (or its operating partner) and its managersmust have completed our initial training program to our satisfactlom

(5) the transferee (and its owners) must agree to he bound by all of the provisions of tbis Agreement for the remainder of its term or, at our option, execute our then current standard form offranchise agreement and related documents used in the state inwbichtheRestaurantis located foratermwhichistheremalnderofthe term ofthis Agreement (which may provide for different royalties, AdvertisingFund contribu^ expenditures, duration and other rights and obligations than those provided in this Agreement and which we may require to be guaranteed by you and your Owners)^

(6) ^he transferee must pay usatransfer fee equal to the greater of^fO,000 or our costs incurred In connection witb tbe Transfers

(7) you and your Owners and Affiliatesmust, except to the extent limited or prohibited by applicable law,executeageneral release, In form and substance satisfactory 20 CffARLFYS ôÔ^ touôfanyand^âimsag^ employees agents, successors and assigns

(8) ^o must net have disappreved the material terms and conditions of so Transfer (including the price and terms of payment) on the hasis that they are so hurdensome as to he likely,in our judgment, to adversely affect the transleree'soperation of the Restaurant or its compliance with its franchise agreements^

(0) ifyou (or any ofyour Owners or Affiliates) finance any part ofthe sale price of the transferred interest, you and^or your Owners or Affiliates must agree that all ohligations of the trans^ree, and security interests reserved hy any of them in the assets of the Restaurant,will he suhordinate to the transferee'sohligations to pay all amounts due us and our Affiliates and to otherwise comply with this Agreement or the new franchise agreement executed hy the transferees

(fO) you and your Owners must executeanoncompetition covenant, in form and suhstance satisfactory to us, in favor of us and the transferee agreeing that, loraperiodof^ years, starting on the effective date of the Transfer, you and your Owners will not directly or indirectly (such as through memhers of your or their ImmediateFamilies) own any legal or heneficial interest in, or render services or give advice to^ (f) any Competitive Business that is located at the Premises or within a 3 mile radius of the Premises^ (2) any Competitive Business that is located within a 8 mile radius of any other Charleys Restaurant in operation or under construction as of the effective date of such Transfers or (8) any entity which grants franchises, licenses or other interests to others to operate any Competitive Business^ and

(ff) yau and your Owners and Affiliates must execute such other documents and do such other things as we may reasonably require to protect our rights under this Agreement and under any area development agreement

4^0^ Effect ofApproval Our approval ofaTransfer of theEranchise does not constituted (a) a representation as to the fairness of the terms ofany agreement or arrangementhetweenyouor your Owners andthetransleree or astotheprospects of success of theRestauranthy the transferees or (h)arelease of you and your Owners,a waiver of any claims against you or your Owners orawaiver of our right to demand the transleree'sexact compliance with this Agreement Any approval shall apply only to the specific Transfer of theEranchiseheing proposed and shall not constitute an approval of, or have any hearing on, any other Transfer of thePranchise

^^Snecial Transfers NeitherSectionf802(f),(8),(5)or(6)norSectionf806 shallapply toany Transfer of theEranchise among anyof your thencurrentOwners Neither Section f802(8) or (8) nor Section f800 shall apply to any Transfer of the Franchise to your ImmediateEamily or the fmmediateEamily of one of your thencurrent Owners (ifahusinesscorporation, partnership, limited liability company or other entity) On 80 days'prior notice to us, you (if you are an individual or partnership) may Transfer thisAgreement, incon^unction withaTransfer of all of the assets of the Restaurant, hy an agreement in formand substance approvedby us, toacorporationorlimited liability company whichconducts nohusinessother than theRestaurant (and other Charleys Restaurants under franchise agreements granted by us), and of which you own and control

2f CffAREEYS ^^^^ afi of tbe equity and voting powers interests None of tbe foregoing assignments sbab reiieve yea or your Owners of your respective obiigationsbereander, andyonandyoar Ownersremain^ointiy and severaiiy babieforaiiobbgationsbereander.

f^O^ DeatborOisabifityofFranebisee. Upon your deatb or permanent disability, or tbe deatb or permanent disability of tbe Operating Partner or an Owner ofaeontroibng interestinFranebisee,tbe exeeator, administrator or otber personal representative of saeb person sballTrans^rtbeir interest in tbis Agreement or tbeir interest in Franebisee tea tbird party approved by as in aeeordanee witb all oftbe applicable provisions of Section f8 witbin a reasonable period of time, not to exceed 8 montbs from tbe date of deatbor permanent disability. Apersonsballbedeemedtobavea^permanentdisability'ifbis personal, active participation in tbe development and operation oftbe Restaurant is for any reason curtailed foracontinuous period ofOmontbs.

OEPsRigbtofRirst Refusal ffyou or any ofyour Owners desire to Transfer tbeFrancbise(otbertbanbygiftorbequest),you or sucb Owner must obtainabonafrde, executed written offer and earnest money deposit in tbe amount of at least 5^ of tbe offering price from a responsible and fully disclosed purchaser and must deliver immediately to usacomplete and accurate copy of sucb offer. If tbe offeror proposes to buy any otber property or rights from you or any ofyour Owners or Affiliates (otber tban rights under otber franchise agreements for Charleys Restaurants) as part of tbe bona fide offer, the proposal for sucb property or rights must be set forth inaseparate,contemporaneous offer thatisdisclosedtous, andtbepriceandterms of purchase offeredtoyouor your OwnerslortheTransfer of tbePrancbisemust reflect thebonafidepriceofferedtherefor and may not refiect any value for any otberproperty or rights

behave the option, exercisable hy notice delivered to you or your Owners witbin 80 days from the date of delivery ofa complete and accurate copy of such offer to us, to purchasesuch interest for tbe priceandontbetermsandconditions contained in such offer, provided tbat^ (a) we may substitute cash lor any form of payment proposed in such offers (h) our credit sballbedeemedequaltothe credit of any proposedpurchaserând(c) we will have not less than 00 days from the option exercise date to consummate tbe transaction, ê bave the right to investigate and analyze the business, assets and liabilities and all other matters we deem necessary or desirable in order to make an informed investment decision with respect to the fairness of the terms of our right of first refusal, ê may conduct sucb investigation and analysis in any manner we deem reasonably appropriate, and you and your Owners must cooperate fully with us in connection therewith.

If we exercise our option to purchase, we are entitled to purchase such interest subject to all representations and warranties, releases, noncompetitioncovenants,closing documents and indemnities as wereasonably may require. If we do not exercise our option to purchase, you or your Owners may complete the sale to such offeror pursuant to and on the exact terms of such offer, subject to our approval of the Transfer as provided in Sections f8.0f and 18.02, provided that if the sale to such offeror is not completedwithin 00 days after delivery of sucboffertous,or if thereisamaterialchangeintheterms of the offer, youmustpromptly notify usand we willhaveanadditionaloptiontopurchase (onthe termsof the revisedoffer, If any, andotherwise as setlorth herein) during the 80day

22 CHARLEYS ^^^n^ ^a^h^n^ period fobowing your uotifioation of tbe oxpiratiouof tbe 00 day period or tbe material ebaage to tbe terms of tbe offer. fl TERMfNATfON OF AGREEMENT

4^0L fmmediafe Termination. Yon are in material breaeb of tbis Agreement, and tbis Agreement will antomatieally terminate witbontnotiee,at oar discretion, ifyou beeome insolvent by reason of your inability to pay your debts as tbey matured if you are adûdieatedbankrupt or insolvents if youflle apetitioninbankruptey, reorganizationor similar proceedings under tbe bankruptcy laws of tbeUnited States or bave suebapetition filedagainstyouwbicbisnotdiscbargedwitbinÔdaysîfareceiver or otber custodian, permanent or temporary,is appointed for your business, assets, property^ if you request tbe appointment ofareceiver or makeageneral assignment for tbe benefit of creditors^ if final judgment against you in tbe amount of ^25,000 or more remains unsatisfied of record for 80 days or longer^ if your bank accounts, property or accounts receivable are attached^ if execution is levied against your business or property^ if suit is filed to foreclose any lien or mortgage against anyof your assets and sucb suit isnotdismissedwitbin80daysîf you voluntarily dissolve or liquidate or bave a petition filed for corporate or partnership dissolution and sucb petition is not dismissedwitbin 80 days^ or if your assets,property or interests are^blockedûnderanylawor regulation relating to terrorist activities or if you are otherwise in violation of any sucb law or regulation.

4^0^ TerminationUpen Notice, fn addition to our right to terminate pursuant to otber provisions of this Agreement and under applicable law, we have the right to terminatetbisAgreement,effectiveupondeliveryofnoticeofterminationtoyou,ifyouor any ofyour Owners or Affiliates^

(f) fail to open tbe Restaurant and start business, as provided in Section 8.01^

(2) ahandonorfailto actively operate the Restaurant for8consecutive days, except where suchfailuretoactivelyoperateresultssolelyfromevents constituting force ma^eure^

(8) surrender or transfer control of tbe operation of the Restaurant without our prior consents

(l) make any material misstatement or omission in an application foraGharleys franchise or in any other information provided to us^

(5) suffer cancellation or termination ofthe lease or sublease for the Restaurants

(0) areconvictedof,orpleadnocontestto,afelony or other crime or offense,or engage in other conduct, that we reasonably believe may adversely affect the goodwill associated with the Marks^

(7) make an unauthorized Transfer of theEranchise or fail to Transfer tbe Franchise orthe interest ofadeceased or disabled principal Owner ofErancbisee as herein required^

28 GffAREEYS ^^^^ (8) ^^anyunautho^d us^ dupbcate or dis^oso any portion of tho Operations Mannai in vioiationof this Agreements

(0) ^^^f^o to eompiy with any mandatory speeifieation, standard or operating prooednre prescribed hy as inthis Agreement or in the Operations Manaai relating to the eieaniiness or sanitation of the Restaurant or the whoiesomeness of food prodaetsservedattheRestaarant, orvioiate any health, safety or sanitation iaw,ordm^ or regulation, and do not oorreot such failure, refusal or violation within 24 hoars ^^^^ written notice thereofis delivered toyour

(fO) f^lfo report accurately Oross Sales orto make payment ofany amounts due us or any of our Affiliates, and do not correct such failure within fO days after written notice of such failure is delivered toyour

(ff) f^ilfomakeatimely payment of any amount due toalandlord or supplier unaffiliated with us (other than payments which are suh^ect to hona fide dispute), and do not correct such failure within 80 days after we deliver to you notice of such failure to comply^

(f2) f^ilfo comply with any otherprovisionofthisAgreement or any mandatory specification, standard or operatingprocedure prescribed hy us in this Agreement or in the Operations Manual and donot correct such failure within 80 days after notice of such failure to comply is delivered toyour

(f8) f^ilon8or more separate occasions within any period of f2 consecutive months to suhmit when due reports or other data, information or supporting records or to pay when due royalties, contributions to local or regional advertising cooperatives, Advertising Fundcontributions or otber payments dueus, any of our Affiliates or any unaffiliated suppliers or otherwise fail to comply with this Agreement or the Operations Manual, whether or not such failure is corrected after notice is delivered toyour or

(f4) ^i^ default or suffer termination of any other agreement with us or any of our Affiliates, including any lease or sublease for tbe Premises f5 SOOOESSORRRANOfffSER^H^

f^OL YourRi^btTeAcouireaSuccessorRrancb^e Yo^h^t^^t the conditions contained in Sections, to acquireasuccessor franchise for the Restaurant on the terms and conditions of our then current form of franchise agreement for Charleys Restaurants, if upon expiration of the Term^ (a) you and your Owners and Affiliates are in compliance witb this Agreement and any other agreements witb us or any ofour Affiliates, andyou andyour Owners have been in substantial compliance with this Agreement throughout tbe Term^ and (b) you maintain tbe right to possession of the Premises for the term of the new franchise agreement and enter into an agreement with us whereby you agree withinaspecified time period, starting on tbe signing ofanew franchise agreement, to remodel the Restaurant, add or replace improvements, fixtures, furnishings, equip^^ and signs and otherwise modify tbe Restaurant to upgrade the Restaurant to the specifications and standards then applicable for new Charleys Restaurants You will be

^ CHARLEYS

M^h^ obbgated to pay oar thon oarront standard saooossor franchise fee far a Charleys Restaurant, which currently is Ten TheasandDellars^fO^O^

4^0^ Notices. You must give us written notice of your desire to acquireasuccessor franchise at least 180 days prior tothe expiration of this Agreement ê will give you notice, not later than 00 days after receipt ofyour notice, ofour decision whether or not you have the right to acquireasuccessor franchise pursuant to Section fÔL Notwithstanding any notice of our decision that you have the right to acquireasuccessor franchise lor the Restaurant, your right will he suhêct to your continued compliance with all the provisions ofthis Agreement up to the date of its expiration.

Agreements. If you have the right to acquireasuccessor franchise in accordance with Sectionf^Of and state your desire to exercise that right in accordance with Section 1502, we andyou (andyour Cwners) willexecute the formof franchise agreement (which may contain provisions, including royalty fees, materially different from those contained herein) and allancillary agreements(including, personalguaranteeshy your Cwners and a remodeling agreement on such terms as we determine to he appropriate) ^hichwethencustomarilyuseingrantingfranchisesfor the operationof Charleys Restaurants, and you and your Cwners must execute general releases, in form and suhstance satisfactory to us, ofany andallclaimsagainst us, andour Affiliates, officers,directors,employees,agents, successors and assigns Failurehyyou(andyour Cwners) to sign such agreements and releases (and to pay the required successor franchise fee) within 80 days after delivery to you shall he deemed an election hy you not to acquirea successor franchise for the Restaurant.

10 ERRECTCRTERMINATICNCREXRIRATION

I^OLRavment of Amounts Cwed to Us within 80 days after the effective date of termination or expiration (without entering intoasuccessor franchise) of this Agreement, you must pay us and ourAffiliates all royalties, AdvertisingFund contrihutions, amounts owed for purchases fromus or our Affiliates, interest due on any of the foregoing and all other amounts owed to us or our Affiliates which are then unpaid

l^O^Discontinue Use ofMarks and Confidential fnformation

Upontheterminationorexpiration (without entering intoasuccessor franchise) of this Agreement, you will^

(f) ^ot directly or indirectly at any time or in any manner use any Mark, any colorahle imitation of any Mark or any other Indicia ofaCharleys Restaurants

(2) ^ke such action as may he required to cancel all fictitious or assumed name registrations relating to your use of any Mark^

(8) ootify the telephone company and all telephone directory puhlishers of the termination or expiration of your right touse any telephonenumher and any regular, classified or other telephone directory listings associated with any Mark and to authorize transferofthenumhertousoratourdirectlom

25 CHARLEYS ^^^^ (4) if^do not exercise our righ^ Section 18 0^ promptly remove from the Premises, and diseontm^ all signs, fixtures, furniture, decor items, advertising materials, forms and ot^^ and supplies which display any of the Marks or any distinctive features, images, or designs associated with Charleys Restaurants (including wallpaper, signage, graphics, photos, t^ perimeter design lighting, menu hoard, awnings) and, at your expense, make such alterations as may he necessary (and as wemay require) to distinguish the Premises so clearly from itsformer appearance asa CharleysRestaurant andfromother Charleys Restaurants as to prevent any possihilityofconfusionhy the puhlic^

(5) immediately cease to use all Confidential Information and return to us all copies of theCperationsManual and anyother confidential materials which haveheen provided toyour

(8) immediately discontinue any mode ofcommunications on the Internet directly or indirectly relating toyour Restaurant, includlngany electronic identifiers including social networking sites, email addresses,^eh sites or pages associated with your Restaurant, and immediately take all steps required hy us to transfer any domain name associated withyour Restaurant to us (such asexecutingaRegistrant Name Change Agreement with the applicahle Registrar) You irrevocahly appoint the person who is then our president as your duly authorized agent and attorney in fact to execute all instruments and take all steps to transfer such domain names^

(7) immediately cease to use all computer software licensed hy us or any of Affiliates and comply with your ohligations under any software license agreements^ and

(8) within 80 days after the effective date oftermination or expiration, furnish us evidence satisfactory to us ofyour compliance with the foregoing ohligations.

Cotion to Purchase Restaurant Upon termination or expiration (without entering intoasuccessor franchise) of this Agreement,we have the right, exercisahlehy giving notice thereof (Âppraisal Noticed) within fO days after the date of such termm^^ orexpiration, to require thatadetermination he made of the Âgreed Valued (as defined helow) of all the personal property used in the Restaurant whichyou own, including inventory ofnon perishahle products, materials, supplies, furniture, equipment, signs, h excluding any cash and short term investments and any items not meeting our specifications for Charleys Restaurants (the^Purchased Assets^ Upon such notice, you may not sell or remove any of the personal property of the Restaurant from the Premises and must give us, our designated agents and theÂppraiser'(as defined helow) full access to the Restaurant and all of your hooks and records at any time during customary husiness hours in order to conduct Inventories and determine the purchase price for the Purchased Assets

The Agreed Value shall he determined hy consultation hetween you and us Ifyou and we are unahle to agree on the Agreed Value of the Purchased Assets within f5 days aftertheAppraisal Notice, thentheAgreedValue will he as follows^ (a) in the event of an expiration(without entering intoasuccessor franchise)of this Agreement, the Agreed Value shall he the^Pair Market ValueBconsisting of the amount which an arm's length purchaser would he willing to pay for the Purchased Assets, assuming that the Purchased

^ CffARLEYS ^^^o^ Assets wouldbeused for tbe operas agreement refieeting tbe tbe^ tbe most reeent) standard terms upon wbieb we offer franebises for CbarleysRest^^ fesstbe eost of any reqairedremodebng^and(b)mtbe event of any termination of tbis Agreement^tbe AgreedVaiaesbaii be tbe iesser of tbe Appraised AssetVaiue (as defined beiow)and tbe Net Book Vafae (as defined befow).

TbeÂppraisedAssetVafae^sbab be tbe amount wbieb an arm'siengtbparebaser wonidbe wibingtopayfortbeBarebasedAssets,eonsideringtbeirageandeonditionand witboat reference to tbeir use inaCbarieys Restaurant. Tbe^NetBookVaiue^sbabbetbe net book vafue of tbe Burebased Assets, as reflected on your books and records, provided ab capital assets wibbedepreciatedonastraigbtbnebasisoverareasonabfeperiodof time not to exceed5years,witbout residual value. TbeFairMarketValue,tbe Appraised Asset ValueandôrNetBook Value willbedeterminedbyamemberofanationally recognized accounting firm (otber tban a firm wbicb conducts audits ofour financial statements) selected by us wbo bas experience in tbe valuation of restaurant businesses (tbe Âppraiser'), ê will notify you of tbe identity of tbe Appraiser, wbo will make a determination and submitawritten report (Âppraisal Reports to you andus as soon as practicable,but in no event moretban 80 days afterbis or ber appointment Youagreeto promptly provide tbe Appraiser witb sucbbooks and records as be or sbe may require, wbicbyou represent and warrant tobecompleteandaccurate. Inabsenceof sucbbooks and records or if tbe Appraiser is not satisfied witb tbeir completenessor accuracy, tbe Appraiser may maketbe determination of tbe Agreed Value ontbe basis of otber sources and information be or sbe deems appropriate. Tbe Appraiser'sdeterminationsball be final and binding on tbe parties bereto.

^ebave tbeoption, exercisable by deliveringnotice thereof witbin f^days after submission of tbe Appraisal Report (or tbe date tbat an agreement is reached, if tbe parties agree to the AgreedValue),to agree to purchase the Purchased Assets at the AgreedValue. ^eshall bave theunrestricted right to assign tbis option to purchase separate and apart from the remainder of tbis Agreement.

ff we exercise our optionto purchase, 50^ of the purchase price for the Purchased Assets will he paid in cash at the closing, wbichwill occur at the place,time and date we designate, hut not later tban 80 days after the exercise ofour option to purchase the Purchased Assets. Attheclosing, we willheentitledto all representations, warranties, covenants, title insurance policies and other closing documents and postclosing indemnificationsaswereasonably require, including^ (a)instrumentstransferringgood and merchantable title to the Purchased Assets, free and clear of all liens, encumbrances, and liabilities,tous or our designee, with all sales and other transfer taxes paid by you^ and (b) an assignment of all leases of personal property and real estate used in the operation ofthe Restaurant, including land, building andôr equipment (or if an assignment Is prohibited,asublease to us or our designee for the full remaining term and on the same terms andconditionsasyourlease, including renewal andôr purchase options),provided, however, tbat ifany ofyour Owners or Affiliates directly or indirectly owns the land andôr building of theRestaurant, thenyouwill,at our option, cause suchOwner or Affiliate to grant to usalease at reasonable and customary rental rates and other terms prevailing in the community wheretheRestaurant is located. Any dispute concerning tberental rates and terms of such lease shail be resolved hy tbe Appraiser of the purchase price (plus

27 CHARLEYS ^^^^ aûedandunp^d^^ from and afrer^ô^ and^^maimngôf^pnroha^p^^nsaoo^dandn^ unpaid balaâttbeP^meRa^ from and afror the olosmg date) 5^^^ sooondanmâôfôlosmgdato Tbo^moRa^sbab^ as of tbo date of closing of any national bank wo soloot

ffyou cannot deliver clear title to all of tbo assets, or If tbore are otber nnr^^ issues, tbe closing of tbe sale may, at our option, be accomplisbedtbrougb an escrow on sucb terms and conditions as we deem appropriate, includingtbe making ofpayments, to be deducted from tbe purcbase price, directly to tbird parties in order to obtain clear title t^ any of tbe Purcbased Assets Furtber, you and we sball comply witb any applicable Bulk SalesprovisionsoftbeUniform CommercialCode as enacted intbe state wberetbe Premises are located and all applicable state and local sales and income tax notifrcation andBor escrow procedures ^o bave tbe rigbt to set off against and reduce tbe purcbase price by any and all amountsowed by you or any ofyour Ownersor Affiliates to us or any of our Affiliates.

Upon delivery oftbe Appraisal Notice and pending (a) determination ofPair Market Value,(b)ouroptionperiod,and^tbeclosingoftbepurcbase, wemayautborize continued temporary operations of tbe Restaurant pursuant to tbe terms of tbis Agreement, subject to tbe supervision and control ofone or more ofour appointed managers

f^O^ ^^^i^ Obligations All obligations under tbis Agreement wbicb expressly or by tbeir nature survive tbe expiration or termination of tbis Agreement sball continuemfullforceandeffect until tbey are satisfied infull or bytbeir nature expire f7 RELATfONSfffPORTffEPART^

f^OL Independent Contractors

Neitber tbis Agreement nor tbe dealings of tbe parties pursuant to tbis Agreement sball create any fiduciary relationsbip or any otber relationsbip of trust or confidence between tbe parties bereto CEfandPrancbisee, as between tbemselves, are and sball be independent contractors.

êand you acknowledge and agree tbat tbis Agreement (and tbe relationsbip of tbe parties wbicb arises from tbis Agreement) grants us tbe rigbt to make decisions, tak^ actions andôr refrain from taking actions not inconsistent witb your explicit rigbts and obligations bereunder tbat may affect favorably or adversely your interests You understand and agree tbat we may operate and cbange tbe System and our business in any manner tbat is not expressly and specifically probibited by tbis Agreement ^beneverwe bavereserved in tbis Agreementarigbtandôr discretion to take or witbbold an action, or to grant or decline to grant youarigbt to take or witbbold an action, except as otberwise expressly and specifically provided in tbis Agreement, we may make our decision or exercise our rigbtandôr discretion on tbe basis of our judgment of wbat is in our best interests, including our judgment of wbat is in tbe best interests of our franchise networks at tbe time our decision is made, without regard to (a) wbetber otber reasonable or even arguably preferable alternative decisionsor actionscould bave been made by us^ (b)

^ CHARLEYS ^^^^ whether our deoisionor the aetion we takepromotesour finaueial or other individual interests whether our deeisiou or the ^ or more other franehisee^ or (d) whether our deeisiouortheexeroiseofourrightsis adverse toyour iudividuaiiuterestsor theiudividuai interests of any other partieuiar fraaehisees. ^ewdihaveoohahihtytoyouforaaysuehdeeisiouorexereiseofourrights.

Nothing eontained in this Agreement, or arisingfrom the oonduot of theparties hereunder, is intended to make either party a general or speeial agent,^oint venturer, partner or employee of theother for any purpose whatsoever. You mustoonspiouously identify yourself in all dealings with eustomers, lessors, oontraotors, suppliers, puhlie olfieials,employees and others as the owner of the Restaurant and must plaeesueh other notiees of independent ownership on sueh forms,husiness oards,stationery,advertising and other materials as we may require from time to time.

Youmay not makeanyexpress or implied agreements, warranties, guarantees or representations or inour any deht in our name or on our hehalf or represent that the relationship of the parties hereto is anything other than that of independent oontraetors ^e will not he ohligatedhy or have any liahility under any agreements made hy you with any third party or for any representations made hy you to any third party, ^e will not he ohligated lor any damages to any person orproperty arising direetly or indireotly out of the operation ofyour husiness hereunder.

fndemnffieation You agree to indemnify us, our Affiliates and our respeotive direetors, oflieers, employees, shareholders, memhers, agents, sueoessors and assigns (eolleetively îndemnitees^, and to hold theindemnitees harmlesstothefullest extent permittedhylaw, fromanyandall losses andexpenses(asdefinedhelow)ineurred in eonneetion with any litigation or other form of adûdieatory proeedure, olaim, demand, investigation, or formal or informal inquiry (regardless of whether it is redueed to judgment) or any settlementthereofwhieharisesdireotlyorindireetly from, or asaresult of,aelaimofathird party against any one or more of the indemnitees in eonneetion with (a) your failure to perform or hreaeh of any oovenant, agreement, term or provision of this Agreement,(h) your hreaeh of any representation or warranty eontained in this Agreement, (e)themarketing,promotion,advertisement or sale of anyof theproduotsandservioes offeredhyyourRestaurantpursuanttothis Agreement, inoluding unfair or fraudulent advertising elaims (whether in print advertising or eleetronio media), and produotliahility olaims,(d) your development,ownership,operation andôrolosing of your Restaurant, and (e) any allegedly unauthorized serviee or aet rendered or performed in eonneetion with this Agreement,(oolleetivelyêvent^ and regardless of whether it resulted from any st^ vieariousliahility imposed hy law on the indemnitees.

The foregoing indemnity shall apply even if it is determined that the indemnitees' negligeneeeausedsuehloss,liahilityorexpense, in whole or in part,provided, however, that this indemnity will not apply to anyliahility arising fromahreaoh of this Agreement hy the indemniteesor the gross negligenee or wlllfulaetsof Indemnitees (exoeptto the extent that ^ointhahility is involved,inwhieh event the indemnifieation provided herein will extend to any finding of eomparative or eontrihutory negligenee attrihutahle to you)

The term flosses and expenses^ Ineludes oompensatory, exemplary, and punitive damages^ finesandpenaltiesâttorneys'feesêxperts'feesêourteostsôosts associated with

20 CffARLEYS ^^^n^ ^^h^ inv^i^mgandd^ ^damagestoourreputat^ foregoing losses and expensed

ê agree to give yon reasonahle nofioe of any event of whioh we heeome aware for whiehindemnifieafion may he required and we may eleef (hat are not ohliga^ the defense thereof, provided that the seleetion of eoansel shall he sahêot to your consent, which consent shall not he nnreasonahly withheld or delayed êmay,in oar reasonahle discretion, take such actions as we deem necessary and appropriate to investigate, delend, or settle any event or take other remedial or corrective actions with respect thereto as may he necessary for the protection of indemnitees or Charleys Restaurants generally,provided however, that any settlement shall he suhêct to your consent,which consent shall not he unreasonahly withheld or delayed Further, notwithstanding the foregoing, if the insurer onapolicyor policies ohtainedincompliancewithyourFranchise Agreement agrees to undertake the defense of an event (an^fnsured Events,we agree not to exercise our right to select counsel to defend the event if such would cause your insurer to deny coverage, ê reserve the right to retain counsel to represent us with respect to an Insured Event at our sole cost and expense.

This Section f702 shall continue in full force and effect suhsequent to and notwithstanding the expiration or termination ofthis Agreement.

Taxes ^o will have no liahility for any sales, use, service, occupation, excise, gross receipts, income, property or other taxes,whether levied upon the Restaurant, your property or upon us, in connection with sales made or husiness conducted hy you (except for any income taxes imposed on our income) Payment of all such taxes shall he your responsihility f^ the event ofahona fide dispute as to your liahility for taxes, you may contest yourliahility in accordance with applicahlelaw fnnoevent,however, willyou permitataxsale, seizure, or attachmentto occur against theRestaurant or anyef its assets. f8 ENFORCEMENT

^ÔL A^hitration Suhêct to Section f8 02, all controversies, disputes, or claims hetweenus,any of ourAffiliates,or anyof our andtheir respective officers,directors, agents(includingarearepresentatives), employeesandattorneys, andyou, any ofyour Affiliates or any ofyour or their respective Cwners, arisingfrom or relating to this Agreement, including the scope and validity of any provision of this Agreement (such as this Section fÔt^^hallondemandofeither party he suhmitted for arhitrationtothe offices of the American Arhitra^ offices at the time of such demand The arhitration shall he governed exclusively hy the UnitedStatesArhitration Act(0USC ^ Letse^), without referencetoany state arhitration statutes Thepartiesagree that, inconnection withanysucharhitration proceeding, each shall suhmit or file any claim which would constitute a compulsory counterclaim (as defined hy Rule f8 of the Federal Rules of Civil Procedures) within the same proceeding as the claim to which it relates Any such claim which is not suhmitted or filed in such proceeding shall he harred The arhitration proceedings shall he conducted in the city closest to our principal place of husiness (currently, Columhus,Chio) and shall he conductedin accordance withthethencurrent commercial arhitration rules of the AAA,

^0 CffAREFYS ^^^^ ^^h^ exoept as modified by this Ag^ement The paries shafi be enticed to iimited discovery at the discretion of the arbitrater(s) who may^but are net required to, ah^ The parties acknewiedge that the arbitrators' subpoena power is not subject to geographic bmitations.

The arbitration proceedings shab be conducted on an individual basis and not ona muiti piaintiff, consolidated or class-wide basis. Tbe loregoing sentence is an integral provision of tbe arhitration procedures set forth in this paragraph, and may not be severed therefrom, notwithstanding Section fOOf of this Agreement ff such sentence is determined tobe invalid or unenforceable in connection withaparticular controversy, dispute, er claim, then the entire Section f80fshall be stricken from this Agreement and neither party shall be deemed to have consented to arhitration of such controversy,dispute, or claim The arbitrator(s) shall bave tbe right to award the relief which be or she deems proper, consistent witb tbe terms ofthis Agreement, including compensatory damages (with interest onunpaid amounts Iromdate due), specificperlormance,in^unctiverelief, legal fees and costs The award and decision of the arbitrator(s) shall be conclusive and binding on all parties, and judgment uponthe award may he entered in any court of competent jurisdiction Any righttocontestthe validity or enforceability of tbeawardshall be governed exclusively hy tbe United States Arbitration Act

Subject to the foregoing, you and your Owners irrevocably suhmit to the jurisdiction of tbe courts of tbe State of Ohio in any suit, action or proceeding, arising out of or relating to this Agreement or any otber dispute between you and us, and you irrevocably agree tbat^ (a) allclaims in respect of any sucb suit, action or proceeding must bebrought andBor defendedthereinêxcept witb respecttomattersthatareundertheûrisdictionof tbe Federal Courts of the United States,which sball be brought andôr defended in theFederal District Court sitting in Columbus, Ohio^ and (b) any sucb matter sbalf be tried to the court sitting witbeutaûry,and you wafve any right toaûrytriaf You irrevocably waive, to tbefullestextentyoumay lawfully do so, thedefenseofaninconvenientforum tothe maintenance of sucb suit, action or proceeding and agree that service of process for purposesof any suchsuit, actionorproceedingneed notbepersonallyservedor served withintbeStateofObiohutmaybeserved witbtbe same effect as if youwere served within the State of Ohio, by certified mail or any other means permitted by law addressed to you at the address set forth herein Nothing contained herein shall affect our rights to hringasuit, action or proceeding in any otber appropriate jurisdiction, including any suit, actionorproceedinghroughtbyusto enforce any judgment against you entered byaState or Federal Court

Tbe provisions of this Section f80fshall continue in full force and effect subsequent to and notwithstanding expiration or termination of this Agreement.

fniunctive Relief ^e, as an alternative or supplement to arbitration pursuant to Section f8 0f, may obtain in any court of competent jurisdiction any injunctive relief, including temporary restraining orders and preliminary injunctions, against conduct or threatened conduct for which no adequate remedy at law may be available or which may causeus irreparable harm ^emayhave such injunctive relief,without bond, but upon due notice, in addition to such further and other relief as may be available at equity or law, and your sole remedy in tbe event of the entry of sucb injunction, shall be its dissolution, if warranted, uponhearingduly had (allclaimsfordamageshyreasonof the wrongful

^f CffARLFYS issuanceof any suchi^un^onheingexpressly waived hereby). Yeaandeaebefyear Owners aekaewiedges tbat any vieiatienefSeetien7, 1802(10) er 1602 wenidresait in irreparable injury te as ler wbieb ne adequate remedy at law may be available. Aeeerdingly, yen and eaeb ef year Owners eensents te tbe issuance ef an injunction prohibiting any conduct in violation of any el those Sections and agrees tbat tbe existence of any claim you or any of your Owners may bave against us,wbether or not arising from this Agreement, shall not constituteadefense to tbe enforcement of any of those Sections.

Posts ofEnforcement. ff we lileaclaimina^udicial or arbitration proceeding for amounts you or any of your Owners ewe us or any of our Affiliates, or if we enforce tbis Agreement ina^udicial or arhitration proceeding, and we prevail in any sucb proceeding, you agree to reimburse us for all ofour costs and expenses, including reasonable accounting, paralegal, expert witness and attorneys'fees, ffwe are required to engagelegalcounsel in connectionwithyourfailureto comply withthisAgreement,you must reimburse us for any attorneys'lees we incur.

OovernfngLaw Tbis Agreement shall be construed under the laws of tbe State of Ohio, without regard to, and without applying, Ohioconfiictof lawprinciples. However, if any provision of tbis Agreement would not he enforceable under Ohio law, and if tbe Restaurant is located outside of Ohio and such provision would be enforceable under the laws of tbe state in which tbe Restaurant is located, then sucbprovision shall be construed under tbe laws of that state Nothing in tbis Section is intended to subject this Agreement to any franchise, business opportunity or similar law, rule or regulation of tbe State ofOhio to which it otberwise would not be subject.

l^O^Time Period to RringOlaims Anv^ndabclaims^^ti^^^^^t^ or relating to this Agreement, tbe relationship between you and us, or your operation of the Restaurant, brought by any party to tbis Agreement against the other, must be commenced within one (1) year from the occurrence oftbe facts giving rise to such claim or action, or, it is expressly acknowledged and agreed hy all parties, sucb claim or action will be irrevocably barred.

Limitations on Legal Actions. Except with respect to obfigations regarding use of the Marks in Section^and tbe Confidential fnformation in Section701,OEf and Rranehisee (and its Owners) each waives, to the fulfest extent permitted by law,any right to or claim for any punitive or exemplary damages against tbe other^ You and eacb ofyour Owners waive to tbe fuRest extent permitted by applicable law^ tbe right to recover consequential damages for any claim directly or indirectly arising from or relating to this Agreement.

You agree that, for our franchise system to functionproperly, we should not be burdened with the costs of litigating system wide disputes. Accordingly,any disagreement between you (and your Owners) and us shall be considered unique as to its facts and sbaR not bebrought asaclass action, and you(and each of your Owners) waive any right to proceedagainst user any of our sbarebolders, members, Affiliates, officers, directors, employees, agents, successors and assigns by way of class action, or by way of a multiplainti^f,consolidated or coReetive action. In anylegal action betweenthe parties, the arbitrationpanelor court shall notheprecluded from makingitsownindependent determinationoftheissuesinquestlon, notwithstanding the similarity of issues inany

82 CHARLEYS ^^^^ ^^^n^ other legal a^ioninvo^ elalm that aprlerdlspesltlenef the sameer similar Issaespreeladessaehladepeadent determlaatlea.

19 MISCELLANEOUS

^^OL SeyerahlHtvandSuhstltutlenefPrevislens Every part el this Agreement shall he considered severable Hfar any reason any part ofthis Agreement Is held to he Invalid, lhat determination shall not Impair the other parts of this Agreement If any covenant herein whleh restricts competitive activity Is deemed nnenloreeahlehyvlrta^ Its scope In terms of geographical area, type ofhnsm^ time, hat coald he rendered enforceable hy reducing any part or all oflt, yon and we agree that It will he enforced to the fullest extent permissible under applicable law and public policy.

If any applicable law requlresagreater prior notice of tbe termination of or refusal to enter Intoasuccessor franchise than Is required hereunder,adlfferent standard of^good cause^,or tbe taking of some otber action not required hereunder, the prior notlce,^good cause^standardand^or otber action requlredby such lawshallhe substituted for the comparahleprovlslons hereof If any provision of this Agreement or anyspeclflcatlon, standard or operating procedure prescribed by us Is Invalid or unenforceable under applicable law, we bave tbe right, In our sole discretion, to modify such Invalid or unenforceable provision, specification, standard or operating procedure to tbe extent required to make It vabd and enforceable.

waiver of Obfigations ^eand you may by written Instrument unilaterally waive or reduce any obligation of tbe other under this Agreement Any waiver granted by us sball be without prejudice to any other rights we may bave,wlll he subject to continuing review by us and may be revoked, In our sole discretion, at any time and for any reason, effective upon delivery to you of 10 days'prlor notice You and we shall not be deemed to have waived any right reserved hytblsAgreementhy virtue ofany custom orpractlce of the parties at variance within any failure, refusal or neglect hy you or us to exercise any right under this Agreement (except as provided In Section 10 08) or to Insist upon exact compbanceby the other with Its obbgatlonshereunder^ any waiver, forbearance, delay, failure or omission by us to exercise any rlght,whether of the same, similar or dl^ nature, with respect to otber Charleys Restaurants^ or tbe acceptance hy us ofany payments due from you after any breach ofthis Agreement

1^0^ Exercise efRigbts TberlgbtsofCEfandErancblsee hereunder are cumulative and no exercise or enforcement hy either party ofany right or remedy hereunder shall precludethe exercise or enforcement by CElorErancbisee of any other right or remedy bereunder which either oftbem is entitled to enforce by law ffyou commit any act of default under this Agreement for which we exercise our right to terminate this Agreement, you shall pay to us the actual and consequential damages we incur asaresult of the premature termination of this Agreement,which damages shall not be reduced by any commissions payable to any area representative You acknowledge and agree tbat the proximate cause of sucb damages sustained by us is your act of default and not our exercise of our right to terminate Notwithstanding the foregoing, and except as otherwise prohibited or limited by applicable law,any failure, neglect, or delay ofaparty to assert any

^ CHARLEYS Ma^^ b^acb or vision of a^ Agrooment shall ooastltato a waiver of saoh right aad shall proolado tho oxorolso or ooleroomont of any legal or eqaltahle remedy arising therefrom, unless written notloe speeding saehhreaeh or violation Is provided to the other party within f2 months afr^^ later of^ (a) the date of saehhreaeh or violations or (h) the date of discovery of the faots (or thedatethefaotseoald haveheendlseovered, using reasonahle diligence) giving rlseto such hreach or violation.

Successors andAssigns This Agreement is binding on the parties hereto and their respective executors, administrators, heirs, assigns and successors in interest This Agreement is fully translerahlehyus,whetherhy operation of law or otherwise (without notice to you, or approval hy you), and shall inure to the henelit of any transferee or other legal successor to our interests herein.

Construction. The language of this Agreement shall he construed according to its fair meaning and not strictly for or against any party The introduction, personal guarantees,exhihits and riders (if any) to this Agreement areapart of this Agreement, which constitutes the entire agreement of the parties. Except as otherwise expressly provided herein, there are no other oral or written agreements, understandings, representations or statements relating to the subject matter of this Agreement, other than our franchise disclosure document delivered to you, that either party may or does rely on or that will bave any force or effect Nothing in tbis Agreement shall he deemed to confer any rightsor remedies on any person or legal entity notaparty hereto This Agreement shall not he modified except hy written agreement signed by both parties.

The headings of Sections are lor convenience only and do not limit or construe their contents The word încluding" sball be construed to include tbe words ^without limitations Tbe term franchisees or ^you' is applicable to one or more persons, a corporation, limited liability company orapartnership and its owners, as tbe case may be fftwoormorepersonsareatanytimeEranchiseehereunder, whether as partners, ôint venturersorotberwise, their obligations and liabilities tous shall be ôint and several References toacontrollinginterestin an entity shall mean more than fifty percent (50^) of the equity and voting control of such entity.

This Agreement may be executed in multiple copies, each ofwhich shall he deemed an original. Time is of the essence in tbis Agreement.

Anorovals and Consents fn all cases where our prior consent or acceptance isrequiredandnoothermethodor timing for ohtainingsuchconsent or acceptanceis prescribed, you must request such consent or acceptance in writing, and we will notify you of our decision witbin 80 daysafter receivingyour writtenrequestand all supporting documentation whenever our consent or acceptance is required hereunder, such consent or acceptance must be in writing ffwe do not respond in writing to your request within such80day period, therequest sball be deemeddenied. Cur consent to or acceptance of any request by you shall be effective only to the extent specifically stated and shall not be deemed to waive or render unnecessary our consent or acceptance ofany subsequent similar request Except where tbis Agreement expressly obligates us to reasonably accept or consent to (or not to unreasonably withhold our acceptance ofor consent to) any action or

84 CffAREEYS ^^^^ request hy you, wehavetbe absolute right for any reason or aeeeptanoe of or consent to any action hy you.

1^0^ Notices and Payments Ail notices, requests and reports permitted or requiredtohedeiiyeredhy this Agreement shaiihedeemeddeiiyered^ (a)atthetime dehyeredhy hand to the recipient party (or to an officer, director or partner of the recipient party^(h) on the same day of the transmission hy facsimile or other reasonably rehahle electronic communication systems (c) f husiness day after heing placed in the hands ofa commercial courier service for guaranteed oyernightdeliyery^ or (d)5husiness days after placementinthe UnitedStatesMailhyRegisteredor Certified Mail,Return Receipt Requested, postage prepaid and addressed to the party to he notified at its moot current principal huoineâddreoo of which the notifying party has ^b payments andreportorequired hy this Agreement shallhe oentto uoatthe addreoo identified in tlno Agreement u^ written notice. No restrictiye endorsement on any chech or in any letter or other eommunicationacc^ pa^m^nt ^11 n^ ^ ^ ^t^^t^th^^ressidentified on the ^n^turenê ofthis^ giving written notice ofthene^ address pursuant to this Section. ^payments and reports reou^d^h^tbisAgreementsh^l he sent ^ ^ress identified on thesis address has heen designated hy written ô^^ ôrest^ctiyeendors^nton^ in any letter er other com^^cationaccompan^^^^^ acceptance ol ^ny such p^yment shallnot const^

The Cnerations Manual ^ch^ngesth^twemêtotheCner^tionsManuah ôôr^ny other written instructions that we oroyjêre^^ ôt considered to heôotices^ for the purpose of the dehyeryreqniremôts inthis ^7 l^^Rranchisee'sRefease To the fullextent permitted hy applicable law, Franchisee,for itself andonhehalfof its Affiliates,andtheir respective shareholders, directors, officers, limited liability company members, managers and employees, and their respectivesuccessors and assigns, andonbehalfofthePranchisee'sCwners,hereby(a) releases and forever discharges CEf and its Affiliates, and tbeir respective directors, officers, employees, agents, representatives and attorneys, and their respective successors and assigns,from any and allclaims,demands and causes of action, whether known or unknown, of any kind or nature, absolute or contingent, if any at law or in equity,arising priortoorontheEffectiveDate, and(b)agrees that none of themwill institute any litigation or otber legal action orproceeding, at law or in equity,againstCRf or its affiliates andtheirdirectors,officers,employees,agents, representatives and attorneys, andtheir respective successors and assigns,directly or indirectly, relating to any claim or demand released under this Section f9 08 Franchisee sball take whatever actions are necessary or appropriate to carry outtbeterms of thisreleaseandcovenantnottosueuponCFPs request This Section f9 08 does not release any claims arising from representations in the Charleys Restaurant Franchise Disclosure Document and its exhibits This Section f9 08 shall survive the expiration or termination ofthis Agreement.

85 CffARLFYS [SIGNATURE PAGE FOLLOWS.]

36 CHARLEYS Juno 20] 2 Mm-rh ^),| IN WITNESS WHEREOF, the parties have executed and delivered this Agreement on the day and year first above written.

GOSH ENTERPRISES, INC., FRANCHISEE an Ohio corporation If a corporation, limited liability company or partnership:

By By:

Print Name: Charley Shin Print Name:.

Title: GEO Title:

If Individuals: By: Notice Address: m

Gosh Enternrises. Inc. Print Name:

Attention: Legal Denartment. 2500 Farmers Drive. Suite 140 Bzi Columbus. OH 48235

Notice AH dress:

37 CHARLEYS J^ne-mW March 20H EXHIBIT A

TO THE CHAELEYS PHILLY STEAKS RESTAURANT FRANCHISE AGREEMENT BETWEEN GOSH ENTERPRISES, INC. AND

DATED

L Operating Partner. The name and home address of the Operating Partner are as follows:

2. Form of Entity of Franchisee.

(a) Corporation or Limited Liability Company. Franchisee was incorporated on under the laws of the State of . It has not conducted business under any name other than its corporate name. The following is a list of all of Franchisee's directors and officers as of .

Name of Each Director/Officer Position(s) Held

(b) Partnership. Franchisee is a [general] [limited] partnership formed on under the laws of the State of _. ft has not conducted business under any name other than its partnership name. The following is a list of all of Franchisee's general partners as of .

Name of General Partner

3. Owners. Franchisee and each of its Owners represents and warrants that the following is a complete and accurate list of all Owners of Franchisee, including the full name and mailing address of each Owner, and fully describes the nature and extent of each Owner's interest in Franchisee. Franchisee, and each Owner as to their ownership interest, represents and warrants that each Owner is the sole and exclusive legal and beneficial owner of their ownership interest in Franchisee, free

Exhibit A- 1 CHARLEYS Juno 3012 March 2014 and clear of all liens, restrictions, agreements and encumbrances of any kind or nature, other than those required or permitted by this Agreement.

Owner s Name and Address Description of Interest

GOSH ENTERPRISES, INC., FRANCHISEE an Ohio corporation

By: By:

Print Name: Charley Shin Print Name:

Title: Prooidont and CEO Title:

Exhibit A- 2 CHARLEYS tfano 2012 M*m* 2014 EXHIBIT B

TO THE CHARLEYS PHILLY STEAKS RESTAURANT FRANCHISE AGREEMENT BETWEEN GOSH ENTERPRISES, INC. AND

DATED

1. The Premises shall be the following location:

2. The Premises is:

Located in a Mall

A Freestanding Restaurant

An In-line Restaurant in a Strip Center

GOSH ENTERPRISES, INC., FRANCHISEE an Ohio corporation If a business entity:

By: By:

Print Name: Charley Shin Print Name:.

Title: CEO Title:

If Individuals:

By:

Print Name:.

By:

Exhibit B- 1 CHAELEYS Juno 2012 March 2014 EXH^TC

OWNEES^RSONALGUAEANTYOF FRANOH^ÔBÂÔNS

In consideration of, and as an inducement^the execution Phiiiy Steaks RostaarantFranohisoAgrooment dated as of (the^Agreement^ by and between GOSH ENTERPRISES, ING ^GEI^, and ^Eranebisee^, eaob of tbe undersigned owners of an interest in Eranobiseeberebypersonabyandaneonditionaby: (l) guarantees to GEI and its snoeessors and assigns, for tbe term of tbe Agreement and thereafter as provided in tbe Agreement, tbatEranebiseesbabpunetuabypay and perform eaeb and every undertaking, agreement and covenant set forth in the Agreement and that each and every representation of Eranchiseemade inconnection witb the Agreement are true, correct andcompieteinab respects at and as of tbe time givem and (2) agrees personaby to be bound hy, and personaby liable for the breach of, each and every provision in the Agreement.

Each of tbe undersigned waives^ (a) acceptance and notice of acceptance hyGEI of the foregoing undertakings^ (h) notice of demand for payment of any indebtedness or nonperformance of anyobbgationsherebyguaranteed^c) protest andnotice of default to anyparty with respecttotheindebtedness or nonperformance of anyebbgationsherehy guaranteed^ (d) any right he may have to require that an action he brought against Eranchisee or any other person asacondition of liability^ and (e) any and ab other notices and legal or equitable defenses to which be may be entitled.

Each of tbeundersignedconsents and agrees that: (i) tbeir direct and immediate liability under this guaranty shall he ^oint and severab(ii) they shall render any payment or performancerequiredunder tbe Agreement upon demand ifEranchisee fails or refuses punctually to do so^iii) such liability shall not he contingent or conditioned upon pursuit by GEf of any remedies against Eranchisee or any other persomand(iv) such liability sball not be diminished, relieved or otberwise affected by any extension of time, credit or other indulgence which tbe GEI may from time to time grant toEranchlsee or to any other person including,witbout limitation,the acceptance of any partial payment or performance or the compromise or release of any claims, none of which shall in any way modify or amend tbis guaranty,whicb shall he continuing and irrevocable during the term of tbe agreement.

If GEI brings an action to enforce this Guarantee, tbe prevaihng party in sucb proceeding shall be entitled to reimbursement of its costs and expenses, Including, but not limited to, reasonable accountants', attorneys, attorneys' asslstants'and expert witness fees, cost of investigation and proof of facts, court costs, other litigation expenses and travel and living expenses, whether incurred during, prior to, in preparation for or in contemplation of the filing of any such proceeding. In any judicial proceeding,these costs and expenses sball be determined hy the court and not hya^ury

Tbis Guarantee shall inure tothebenefit of and bebindingupontheparties and their respective heirs,legal representatives, successors and assigns. GEI'sinterestsinand rights under this Guarantee are freely assignable, in whole or in part, by GEI. Any assignmentsballnotrelease the undersigned from tbisGuarantee.

^if GHAREEYS j^20^ M^h^ This Agreement shall be construed under the laws of the State of Ohio, without regard to, and without applying, Ohio conflict of law principles.

IN WITNESS THEREOF, each of the undersigned has hereunto affixed their signature, under seal, on the same day and year as the Agreement was executed.

PERCENTAGE OF OWNERSHIP GUARANTOR(S) INTERESTS IN FRANCHISEE

(Signature)

(Print Name)

(Signature)

(Print Name)

(Signature)

(Print Name)

(Signature)

(Print Name)

(Signature)

(Print Name)

Exhibit AC- 2 CHARLEYS Juno 2012 M;urh 9.0] 4 EXHIBIT B

OPERATIONS MANUAL TABLE OF CONTENTS

Charleys FDD March 40132014 Table of Contents

Section Page

Section 1-Introduction Table of Contents 2 Introduction 4 Franchisee Requirements 5 History & Concept 7 Company Objectives 8 Charley's 5-Steps of Training 9 We Love Operations and Core Values 10 The "Charley's" System 11 Customer Service Tips 12 Key Practices and Secondary Responsibilities 13 Dress Code, Grooming and Hygiene 14 Date Marking 15 Prepped Product Hold Times 16

Section 2-Positions Cashier 17 Drinks 20 Fries 25 Chicken Strips Assistant Cook/Cook 31 Topping 39 Order Taker 42 Sampling 45 Dining Room 47

Section 3-Prep Bacon 50 Rolls (Lightly Baked) 51 Cheese 53 Onions 54 Green Peppers 55 Mushrooms 56 Lettuce 57 Salads 59 Tomatoes 62 Meat Tempering 63 Ham 65 Turkey 66 Table of Contents

Section Page Section 4-Procedures

Breakfast 6g Fryer/Oil Maintenance 73

Opening Procedures 76 Post Rush Procedures 79

Pre-Close Procedures 81 Closing Procedures 33

Section 5-Safetv and Seairity ssr*

Security go

Section 6-Reference Charts/Standards Cashier-Stock & Cleaning Checklist 91 Toppings-Stock & Cleaning Checklist 92 Cook-Stock & Cleaning Checklist 93 Fries-Stock & Cleaning Checklist 94 Drinks-Stock & Cleaning Checklist 95 Product Specification Charts 96 Charley's Acronyms 99 EXHIBIT C

LIST OF STATE AGENCIES/AGENTS FOR SERVICE OF PROCESS

Charleys FDD March 3W42014 UST OF STATE AHMTNTSTRATORS

We intend t,0 register this diaclosure document as a "frAnrhi.se" or nhtain an exftmntinn frnn^ registration in Some or all of the following states, if rem,ired hv the appTinahlft RtAfe laws. Tf and When we Pursue franchise registration (or otWwise mmnlv with the frannhisB invfifltment. laws') in these States, the following are the State administrators resnnnsihle for the rPview. rAmstratinn anrl oversight of franchises in these states:

CAT JFORNTA NEW YORK Commissioner of Business Oversight. Bureau of Investor Protectinn anH California Deoartment of RiiRiness Securities Oversight New York State Denartment of Law 320 West Fourth Street. Snite 7*0 120 Rroadwav. 23rd Floor Los Angeles. California 90013-2844 New York. New York 10271 (218)878-7500 (212) 41fi-8211 Toll Free: (flfifi) 275-2fi77 HAWAII NORTH DAKOTA Commissioner of Securities of the State of North Dakota Securities DenartmAnt - Hawaii 600 Boulevard Avenue. State Canitol Denartment, of Commerce & Consumer Fifth Floor Dent 414 Affairs Biamarck.-North Dakota 58505^0510- : Business Registration Division (701) 328-4712 Securities Compliance Branch 335 Merchant Street. Room 903 Honolulu. Hawaii (80m ILLINOIS ; RHODE ISLAND Illinois Office of the Attornev General Department, of Business Regulation Franchise Bureau Securities Division 500 South Second Street Bldg. 69. First Floor SnringfielH Illinois G9.70A John O. Pa store Center (217)7A2-44mR 1511 Pontiac Avenue Cranston. Rhode Island 02920 (401) 462-9527 INDIANA SOUTH DAKOTA Secretary of State Denartment of Lahor and Rpcmlatirtn Franchise Section Division of Securities 302 West Washington Room Fill 445 ~E Canitol Avenue Indianapolis. Indiana 48204 Pierre. South Dakota 57501 (RI7) 232-RRR1 (605) 773-4823 MARYLAND VIRGINIA Office of-the Attornev General State Cornoration Com mission Securities Division Division of Securities and Retail 200 St Pan! Place Franchising Baltimore. Marvland 21202-2020 1300 Fast. Main Street 9th Floor .(410) 576 6360 Richmond. Virginia 23219 (804) 37L9051 MICHIGAN WASHINGTON Michigan Attornev General's Office Denartment of Financial Institutions

March 2014 Consumer Protection Div.. Franchise Securities Division - 3rd Floor Section 150 Israel Road S W 525 West Ottawa Street Tumwater. Washington 98501 G. Mennen Williams RuiMing. 1st Floor (300) 902-8700 ; Lansing,Michigan 48913 - ' ' (517)873-7117 MINNESOTA WISCONSIN Commissioner of Commerce Office of the Commissioner of Secnritips Denartment of Commerce 201 W Washington Ave. Suite 300 85 7th Place East. Suite 500 Madison. WI 53703 St. Paul Minnesota 55101 (008) 261-9555 (GaD 539-1500

CharlftvsTTm March 2014 ACIENTS FOR SF.RVTCE OF PROnESfi

We intend to register this disclosure document as A "frannhisc" or obtain an exemntion from registration in some or all of the following states, if roqinrpd hv the anplinahle state laws. Tf and when we pursue franchise registration (or otherwise comnlv with the franchise investment laws) in these states, we will designate the following state offices or officials as our agents for service of process in these states

CALIFORNIA NEW YORK Commissioner of Business Oversight New York State Denartment of State California Denartment of Business Division of Cornorations Oversight One Commerce Plaza 320 West Fourth Street. Suite 750 99 Washington Avenue. 6th Floor Los Angeles. California 9001,3-2344 Alhanv. New York 12231 (213)570-7500 • (518)473-2492 Toll Free: fofifi) 275-2077 HAWATT NORTH DAKOTA Commissioner of Securities of the State of North Dakota Securities Commissioner Hawaii 6D0 Boulevard Avenue. State Canitol Fifth Floor • Affairs Bismarck. North Dakota 58505-0510 (701) 328-4712 Securities Compliance Branch 335 Merchant Street. Room 203 Honolulu, Hawaii 96813 (808) 586-2722 ILLINOIS RHODE ISLAND Illinois Attornev General Director of Denartment of Business 500 South Second Street Regulation Snringfield. Illinois 62706 Department of Business Regulation (217)782-4465 Securities Division Bldg. 69. First Floor John O. Pastore Center 1511 Pontiac Avenue Cranston. Rhode Island 02920 (401)402-9527 INDIANA SOUTH DAKOTA Secretary of State Department of Labor and Regulation Franchise Section Division of Securities 302 West Washington Room Fill 445 E. Canitol Avenue Indianapolis. Indiana 46204 Pierre. South Dakota 57501 (317) 232-6681 (605) 773 4823

MARYLAND YIETTTNTA Marvland Securities Commissioner Clerk of the State Cornoration Commission 200 St. Paul Place 1300 East Main Street, 1st Floor Baltimore. Marvland 21202-2020 Richmond. Virginia 23219 (410) 570-0300 (804) 371-9733

Charleys FDD March 2014 MTCHTGAN WASHINGTON Michigan Attornev General's Office Director of Denartment of Financial Consumer Protection Div.. Franchise Institutions Securities Division - 3rd Floor " 525 West Ottawa Street 150 Israel Road. S.W. G. Mennen Williams Building. 1st Floor Turn water. Washington 98501 Lansing. Michigan 48913 (300) 902-8700 (517)373-7117 ;.. MINNESOTA WTROONRTN Commissioner of Commerce Wisconsin Commissioner of Securities 85 7th Place East. Suite 500 Denartment of Financial Institutions St. Paul. Minnesota 55101 Division of Securities (051) 539-1500 201 W. Washington Ave.. Suite 300 Madison, WT 5370,% (608) 2619555 :

Charleys FDD March 2014 EXHIBIT D

LIST OF CURRENT FRANCHISEES

Charleys FDD AWh 2014 List of Franohisod Restaurants as of Doeombor 31, 2012 List of Franchised Restaurants as nf December 31 ?013

zipL Owner Last Center Name StateJ, Owner First Street Add res s City Postal Center Phone Name/ Entity Province Name Code r f\ ft /"* * 4 m , Name Birmingham Airport 5000 MosGor Airport Birmingham Alabama 35243 (205) 605 6160 Joowoo, LLC Hwy Concouroo C SPC 254 Brookwood Village 744 Brookwood VtUage^ 35209-454 (205) Mall SpacoVlq Spc 239 Birmingham Alabama Jeewoo, LLC 9 802414-443*9744 1256 Fastdale Mall Fm Eastdale Mall Mo'ntaomerv Paul and Atlanta HiahYvay Alabama 36117 GaALWS-fms jy|a[-y Chona FtrFort Rucker Food Court Fort Rucker Fort Rucker Alabama 36362 (334) 503-9044 AAFES Bldg-#± 9214 Mutton FteaEk Charlev's Steakerv Bldo 36112-590 Maxwell AFB 1090. 575 E Selfridae St Blda Maxwell AFR Alabama (334) 203-6044 AAFFft 45 5 Parkway Place 2801 Memorial Pkwy SW Ste Huntsville Mall 30 Alabama 35801 (256)519-9256 Dae Song AAFES Food Court/ Redstone Arsenal Charlev's Grilled Subs Rlrifl Huntsvjile Alabama 25898 (25^ 881-3325 AAFPQ 2220 Shops of Grand 6200 Grand River Blvd E Spc River 344 Leeds Alabama 35094 (205) 699-0763 Raghu Tadavarthy Maxwell AFB Ghar-tey's Stoakory- MaxweiW\EB Alabama 36442 (334) 263 6044 AAFES Bldg#109Q

r™ _ _ * j i h A n feastdalo Mat! 1256 Eastdale Montgomory Alabama 3G447 (334)305 0883 Paul and Mary Chong F10, Atlanta Highway AAF-ES-^oed-G©yFt-/-Gh£ arley's Redston e- 368839951, (256201) GwUed-§uker£t€kh-22204 300 E Alabama A1 a s k a A fi [TCCl^im AfsenalCfiDtfiE AfsenalCfiDtfiE QimQaim^£LSie_3015 AfsenalAnch oiaas 5-2047 834868-33265244 MA^ber\irn Charlev's / ATOSAAFES Eielson AFB Food Court, 451 Broadway Eielson AFB Alaska 99702 (907) 372-2155 AAFES Ave Bldg 3338 Joint Military Mall 5800 Elmendorf AFB Elmendorf AFB Westover Ave Alaska 99506 (907) 753-2280 AAFES Fort 99703-002 Wainwright-Charle Bldg 3703 B Oak StreetSl Fort Wainwright Alaska (907) 377-1341 AAFES y's 9 Davis Monthan Davis 5405 E Granite St Bldg 2527 Arizona 85707 AFB MonthanTucson (520) 747-2728 AAFES List of Franchised Res taurants as of 1Decembe r 31, 2012 ZipL Owner Last StateX Owner First Center Name Street Address City Postal Center Phone Name/ Entity Province Name Code Bame Deer Vallev Towne 85027-396 3013 W Aqua Fria Fwv Ste 3 Phoenix . Arizona Novak Center 4 - (623)780-5599 James

Fiesta Mail 1445WSo#em AYQ Spc Mesa Arizona 85201 f480) 969-2934 April Hansen 2102 p,0 £Q Box 12955 Bldg Fort Huachuca T Fort Huachuca Arizona 85613 (520) 459-4275 AAFES 82301 Luke AFB 7071 N 138th Dr Bldg 1540 Glendale Arizona 85307 (623) 935-4029 AAFES Charley's 1649 Sr Stapley Dr^-#Ste 85204-604 Mesa Grand Mesa Arizona (480) 545-6123 April Hansen 106 2 44469617 N Metro Pkwv W RestaMetrocenter 852048505 (480602) Southern Avo Spc 210251e_ Me&aPhoenix Arizona AodJames HansenWoygk Mall 868943-20340023 MM06 1-1426 Paradise Valley 4550 E Cactus Rd StereSjx Phoenix Arizona 85032 (480) 393-0606 Vamsi Gali Mall 114 17m Rr\hnn\r A rWrim /Rrrn G>AA noR^ 1 85015 Hwan MMUcI ltA-0|JcUlHJI 1} i f \JO vv. otfu\ai\y Kafl§ Homo Rd. Door Volley Towno 3013 West Agua Fria Phoenix Arizona (623) 780 5689 James Novak Center Ffeewey-Spe4 QR1 7 Mptrn Pkwv 85051 /Rno\ nrr^i [__._„ We&t-S^#MMO§ The Outlets at 4250 W Anthem Way Phoenix Arizona %mm (623) /165 4744 James Novak Anthem #-FG40 5870 E Broadway Blvd Ste Park Place Mall Tucson Arizona 85711 (520) 747-1300 James Novak 544 Phoenix Premium, 4976 Premium Outlets Wav Chandler Arizona • 85226 (480) 639-1924 Mario Contreras Outlets

Phoenix Spectrum, 1703 W Bethany Home Rd Phoenix Arizona 95015 (602) 544-Q963 Hwan Kama

The Outlets at 4250 W Anthem Way #. Phoenix Arizona 85086 (623^ 465-4744 James Novak Anthgm FC-40

Tucson Mall 4500 Nv Oracle Rd#FC-11 Tucson Arizona 85705 (520) 780-1861 Myoung Jin Seok

Central Mall Fort 5111 Rogers Avonuo, 72903-204 Fort Smith Arkansas (479) 434-5760 Cliff Jones Smith SGaeeAve Ste FC-5 1 Little Rock AFB AMiSAAFES Food Court - Little Rock AFB Arkansas 72099^M (501) 988-2238 AAFES Charley's Grilled Subs, 787 I List of Franohisod Restaurants as of Dooomber 31. 2012 ZipL Owner Last Center Name Street Address City StateX Owner First Province Postal Center Phone Name/ Entity Code Name 6th St Mame

McCain Mall 3929 McCain Blvd SpcjOlfa N. Little Rock Arkansas 72116 (501) 753-2328 Cliff Jones Twontynino Palme Building 1517 Mcagco 19 Palme, Usmc Baoo California 82278 (760) 865 .0056 Wilson Chang

Daniels Moga Contor 265 S Euclid St Spc Anahoim California ©3802 (714) 817 7000 Nolcon Rapodao 46§ Somorcville Town 2556 Somorsvillo Rd Antioch California 84509 (925)755 0300 Chong Syh Gentef Spe-62 VatievBaldwin Hills 2701 Mino Avo3650 W Martin Sun Ao BakorcfioldLo^ 833849000 (€$4323) Crenshaw Plaza- Luther King Jr Blvd Spc California (GfaeAAndre Lee Angeles 834-292-08064212 Shopptng-Geftter FC-^QO§129 fi w Beale AFB 17600 25th Streets Beale AFB California 95903 (530) 788-0221 AAFES

20 Citv Blvd W Ste F4 92858-310 Block At Orange Orange Califomig (714)e34-40M Ji Ho Kim i fi- ' 1065 Brea Road^SoaGe-tfRd Brea Mall £DC_2164 Brea California 92821 (714) 674-0115 Mario Contreras Lone Troo Contor 6660 Lone Troo Way Brentwood California 94§43 (025)240 1562 U§e thonacho Sie-4- Camarillo Premium 740 E Ventura Blvd # F-2 Outlets Camarillo California 93010 (805)482-6161 Ji Ho Kim §6Q(^paf#a-Gaey0fU&25Q= TopamaaCenturv GameoaLos 943039006 Santa Monica Blvd California 882310^788-77050 Cifr Mall ParkAnqeles z Mario Contreras SieFfaA/i&ta- 1240 Shaw Ave Ste 1002£5Ji m WaWDaniels Mega GtevisAnaheim 936429280 Euclid StSnMfiS California Center 2 mm) KifMNeieon BeaslaEaoadaS 326817-73647909 2200 Eastridne I nop StA Eastridqe Center San Jose am California 95122 (408) 532-fiS7S Para mj it Sinah Charley's Grilled Subs. 240 Edwards AFB Edwards AFB W Fitzgerald Blvd Bldg 6001 California 93524 (661)258-1084 AAFES Los Angeles AFB 488 N Aviation Blvd ElSegundo California 90245 (310) 414 0607 AAFES Bldg 252 Westfield-Nedh- 272 E Via RaaGhe- EscondidoSherman GoyntyFashion Paffcwav140Q6 Riverside Hrtf 920259142 (76081m California AbmadMarjO Na&4CQntrergs ^ouamMall Oaks 3-1945 744817-74450667 Fort Irwin Em AAFES Food Court-^Mfwin- Fort Irwin California 92310 (760) 386-1500 AAFES Bldg 84 WLam,Lanqford List of Franohisod Rostaurantc ao of Deoombor 31, 2012 ZipL Owner Last Center Name Street Address StateX Owner First City Postql Center Phone Name/ Entity Province Name Code Name Lake Read-Rd Fresno Fashion 521 E Shaw Avonuo Ave # Fair 103 Fresno California 93710 (559) 225-0128 Andy Park 92503-414 Galleria at Ty|er 2267 Galleria At Tvler#FC-9 Riverside Cglifornig (3U) 726-6306 5 Jugn Cgrlps Garcia Glendale Galleria 100 W Broadway SPC FC-Q5 Glendale Csflifornia 91210 immm^m Mario Contreras ' Greet Mall of the 604 Great Mali Or California :95Q35-SQ4 Pay Area MilPitas (408) 942-643? Hvun Ku Ypon 1675 WLacey Blvd Spc Hanford Mall VC01 Hanford California 93230 (559) 582-8822 Boone Chou Southland Moll, CA Charley Stoakory 17 Hayward California G4G4G (510) 265 0234 Anthony & Nga Vy Southland Mall Contury City Mall 10250 Santa Monica Los Angoloo California 00067 (310) 788 0806 Mario Controrao Blvd., Space Fc 5 Wootsido Pavilion 10800 Woct Pico- Los Angolos California 80064 (310) 475 0605 Ghab Kamol Blvd., Space 308 Baldwin Hillo 3660 W. Martin Luther Los Angoloo California 80008 .(323) 202 4212 And row ' Cronchaw Plaza King Lee Great Moll of the Boy 604 GFeat-Ma4kDnve,FG 4501C 866369355 (488760) Hyun Mi#asRidqecrgst California N China Lake Rlvd £ 842384-64324541 KwRancIv & -YeonCoit Sh Gps-at ••Mi&stGft- v^55-Shops-At-Mi&si0ft-ViejG-SpG- Doloris Viej^Lone Tree VG08666O Lone Tree W^y Mission- 826849451 (848925^ California gfrabUqo Kamellhenachn Center SteA ViejeBrentWQQd 2 36424^-65551^52 3030 Plaza Bonila Rd Sto Ptaza-BoffltaLos NationaiB 948669024 N Aviation Rlvd California (648310) Anaeles AFB GkySequndQ Sung Don GheAAFES BMa252 s 472411-8663agaZ Main & La Veta 445 Main Sir- Unit B Orange California 92868 (714) 771-5410 Max Xuan Do BWek-At- 20 Citv Dr. F 42800 N Main St 928639270 GrafigeMainolace OranaoSanta Ana (744305) SPC 908 California Ji-HoMario KtmContreras MM £ 634613-40640051 Palm Dosort Mall 72 840 Highway 111 Palm Dosort California 82268 (760) 568 2163 • Wilcon Chang S-369 Home Depot Contor 501 C North China Ridgocrost California 83666 (760) 384 4541 Randy & Doloric Gei* Lake Blvd Galleria at Tyler 2267 Galloria FC 0 Rivers id o California 82603 (314) 726 6306 Juan Carloc Garcia: Mission Valley 1640 Camino del Rio N # San Diego California 92108 (619)299-9190 I Sung-Don I Cho List of FranchiGod Restaurants as of December 31. 2012 ZipL Owner Last Stated Owner First Center Name Street Address City Postal Center Phone Name/ Entity Province Name Code Name FC-12 Eastridgo 22QO-£astFkJae-iz©OD3301 E GefltefPacific View 85452g2QQ (49822a PafamjitStiarQ Main St Ste 82062570 SafWeseVentura California SmghParh Mall 3-5023 532-658-65757700 n Palm Desert Mall 72-840 Highwav 111 8-359 Palm Desert California 92260 (760)568-2463 Wilson Chang 3030 Plaza Bpnita Rd Ste Plaza Bonita National Citv California 91950 (fi1Q^ 479-QfiR^ Ci inrt-Dnn Cho FC-10 Promenade 40820 Winchester Rd Ste 92591-55? Temecula California r95H 719-1511- Anauiano Temecula FC3 6 1071 Santa Rosa Plz Spc Santa Rosa Plaza Santa Rosa 2104 California 95401 (707) 545-7596 Tri (Bill) Lam 555 Shoos At Mission Vieio Vieio Spc VC08 Mission Viejo California 92691 (949) 364-5555 Ehab Kamel Shops at 2134 Montebello Town Montebello Center # FC-14 Montebello California 90640 (323) 728-3800 Mario Contreras

Sierra Vista Mall 1240 Shaw Ave Ste 109 Clovis California 9361? (559) 325-7351 Kiroal Beasl^

Center 2556.SomersvilleRdSpc62 Antioc^ California 04509 (9251755-0300 Chonq Suh Charlev Steakerv 17 Anthonv & Hayvyarci (51 m ?fi5-n?34 Southland Mall California 94545 Nga Stonewood Center 110 Stonewood St Downey California 90241 (562) 862-4411 Macv Hanng 6600 Tooanaa Canvon Blvd Topanaa Mall # FC-4 Canoqe p^rK California 91303 - (818) 907-7795 Mario Contreras

Town Center West 1798 E Willow St,#B Signal Hill California 90806 (562) 427-9011 Borami Kim

Spaco 200 Promenade Temecula 40820 Winchester Rd Temecula California (951)710 1511 Bronda Anguiano Tip FC#3 West Valley Mall 3200 NagleeRd. Tracy California (209) 832 5420 Cesar & Lobio Almanon mm Travis AFB Food Court, 648 Travis AFB Travis AFB California Skymaster Dr 94535 (707) 437-4490 AAFES List of Franchiood Roctaurants ac of December 31, 2012 ZipL Owner Last Center Name Street Address StateX Owner First City Bo^tal Center Phone Name7_Entitv Province Code Name Valencia Town 24201 Wr Valencia Blvd^ ^nie Center Spaee^g^c 108 Valencia California 91355 (661)288-2347 Vahe Minassian Valley Plaza 2701 Mino Ave SPC FC-nm* Shopping Center Bakersfjelcj California 93304 .f661^83i:0fi0fi Sun Ae Lee AAFES Food Court; Bldg, fGrgce) Vandenberg AFB 10400, Attn: Angela Eusey VandedxiFsMaMmn 934369343 = California (805) 734-2020 AAFES Community I nnp bmm AFB Z Pacific View Mall 3301 Eact Main St. Ventura California 03003 (806) 658 7700 Sharon #2570 Rafk Visalia Mall 2243 South Mooney Blvd Visalia California 93277 (559) 733-0122 Seungky Lee

Weberstown Mall 4950 Pacific Ave Soc 709 Stockton California 95207 f209M73-Rfl.Sft Jian Qrtman West Covina Mall 807 Plaza Dr, West Covina California 91790 (626) 962-2908 Byung H. Lee

West Vallev Mall Cesar & 3200 Naalee Rrt # fiOR Tracv California 95376 f209^ 837-^70 Lebie Almanon Westfjeld North 272 E Via Ranrhn Pkwv Escondirio County Mall Cgliforniq 92Q25 (760) 741-714B Ahmad Nash

Westminster Mall 2112 Westminster Mall Westminster California 92683 (714) 890-4069 Steve Kim

Westside Pavilion 10800 WPinn Rlvd Rta anw Los Angeles 90064-21R California (3\0) 475-OfiQ^ Kamel * 14200 East AlamodiaAlamerta z sm Aurora Mall ChunaLong Aver-Unit 2066 Aurora Colorado 80012 (303) 366-3360 NvounaDuc LeeNouven Flatiron Crossing One W Flatiron Cir Spc Mall FF-228 Broomfield Colorado 80021 (720) 887-9000 Igor Rodriguez F^Fort Carson Charley's Fort Carson 6110 Martinez St? Fort Carson Colorado 80913 (719) 576-5661 AAFES Southwoct Plaza 8501 W Bowles Avoff Littleton Colorado 80423 (303) 004 8600 2G399 Boo no Chou Park Meadows 8401 Park Meadows Center Mall Dr Spc 2515 Lone Tree Colorado 80124 (303) 925-1000 Igor Rodriguez Promonado Shops at 6055 Sky Pond Drive Lovcland Colorado Centcrr-a 80638 (970) 667 8080 Narondra Pate* 1030 E Stewart Ave Bldg Peterson AFB Peterson AFB 2017 Colorado 80914 (719) 325-5151 AAFES I Promenade Shops 6055 Skv Pond Dr Unit P13A kovetencj Colorado 80538-904 (970) 667-aafia Narendr^ Patel List of Franchised Restaurants as of Deoembor31, 2012 ZipL Owner Last Stated Owner First Center Name Street Address City ^»• | mm Postal Center Phone Name/ Entitv Name Code Name at Centerra a Southwest Plaza 8501 W Bowles Ave # 2C399 Littleton Colorado 80173 (3031 904-8600 Boone Chou

Crvstal Mall 850 Hartford Toke SDCF105 Waterford Connecticut OWfif? (860) 574-9092 Jian (David) Chen

Danbury Fair 7 Backus Ave # 123 Danbury Connecticut 06810 (203) 730-1414 Kyung Moo & Harry Hwang

Shops at Buckland 194 Buckland Hills Dr, Manchester Connecticut 06040 (860) 648-2401 Sung K. Woo Hills Westfield Meriden 470 Lewis Ave. Meriden Connecticut 06451 (203) 238 1700 Byung Mm #2052 Stamford Town lOOGreyrock PI#D-301 Stamford Connecticut 06901 (203) 324-7566 Chenda Kong Center 5065 Main Streetr-SpaGe^£L Trumbull Mall Trumbull Connecticut 06611 (203) 372-1000 Ramez Shenouda SPC FC-11 GrvsWWestfield 850 Hartford Tpko Spc F105170 063&5O645 (860202) Jiaph Wateffef4Meriden Connecticut ChenMin MaWMeriden Lewi? Ave Ste 2052 1-2112 574222-90921200 (Dav^Pyung

Christiana Mall 220 Christiana Mall Soc 1491 Newark Delaware 1970? (302) 286-6500 Amaad Attalla

Dover Mall 1365 N Dupont HWY SPC .-. Doyer Delaware 19901 (302) 724-7252 Amaad Attalla 3056 195 Chappie James Blvdr— District of 20332-740 Boiling AFB Washington-DC (202) 562-4419 Sldg SW#4514 AAFES = Columbia fi George & Altamonte Springs 451 E Altamonte Dr£FS-05 Altamonte Springs Florida 32701 (407) 831-6670 Kayal Ava 33180-234 Aventura Mall 19575 Biscayne Blvd; # 1397 Aventura Florida (305) 792-7907 Mario Contreras 9 Boynton Beach 801 NT Congress Avonuo, Boynton Beach Florida 33426^fiZ (561)374-9185 Johnjim Chiu Mall Spaco ffAve Ste 673 A 2-7QO1-Us-Hwv8000 W. -19- G©«n*Fysidefirfflajaid 337643338 #2G85Broward Mall Blvd.. GleawaterEiaQMQ Florida (727254) Mall AmqadJulietta AttattaVulcain FC-12 a fi 9532Z0-8464?339

Coastland Center 1850 Tamiami TrlN Naoles Florida fi£102-522 (239)434-2254 David Stewart fi Coral Square 9385 Wr Atlantic Blvd Coral Springs Florida 33071 (954) 345-7711 MafieJulietta GontrerasVulcain

SeuthlandCountrysi 20505 S Dixie Hwy Bay Cutler Florida 334393376 (305121) MaHeArmad ControraoAttalla List of Franohisod Restaurants as of December 31, 2012 ZipL Owner Last StateX Owner First Center Name Street Address City Postal Center Phone NameLEntibL Province Name Code Name dm Mallr^t 467427001 US Hi, BayClearwater I'^QMH 232953-34248164 Ste 2085 E-kiinDadeland 4-757. MQmQr4ai-Lake-Tfl75Q 1 N 325422315 Florida (850)651 1608 Mario AFBMall Kendall Dr#137Q EgtifrA^BMiami AAF-ESContreras Egtin AFB 11 3a9Aten-MatreAve2ai3Ql EttoWgSi 325423420 (850941) Charlov'nDeSotQ Florida Amaad AAFESAttalla AESBradenton Square Mail Blvd W Ste 249 5-7947 &i%Z£i-m24§m

Dolphin Mall 11401 NW12th St#FC1fl6 Miami Florida 3317? (305)418-9552 Mario Contreras 4125 Cleveland Ave#Sle= 33901-905 Edison Mall Fort Myers Florida (239) 277-3115 David Stewart 1145 S Wootlond Mall 1635 W 40th St Spc 12481Z5ZL 330423254 (305MQ) HialGahEalin AFB Florida Mario ContreraoAAFES FlEalin AFB Memorial Lake Trl 2 323651-232Q1698 RegeAGy-g^ware- 950-1~Ar4lf^tOR-Expwyt omvmeEgikL 322263254 Young MatfEqlin AFB II Florida (804858) #FG-6309 Ven Matre Ave AFB 865678-68886824 H^Damel) KimAAFES GhadsyS 2 Young TteFloridg 10300 Southside Blvd8QQ1 S JacksonvilleOrland 322563280 (004407) Florida AvenuesMall H.fDaniohMari KwContreras Orange Blossom Trl Ste 924 Q 9-7668 &Wg5Z-§5§55QQG R 1500 Apalqchee PKwy Ste 32301-402 Governor's Square Tallahassee Florida (850) 727-8720 Mario Contreras 1270 3. Qulfview Square 9409 US Highway 19 Ste 627 Port Richey Florida 34668463 £7271 848-0936 Bryan Yaeger 2223 N Westshore Blvd Spc International Plaza Tamoa Florida 33607 (813)443-3379 Amaad FC-2Q1 mm 3800 USWwyhialMax98 Lakeland Square Lakeland Nedb-AL* 676 Florida 33809 (863) 853-3720 Jose Marte Food Court-Charley's

MacDill AFB Steakery ± 3108 N, Boundary MacDill AFB Florida 33608 (813) 840-0511 AAFES Rd Bldg 926 Dolphin Mall 11401 NW 12th St. Miami Florida 33#2 (305)418 9552 Mario Controras EG446 7501 North Kendall Drivo,lQ2Q2 Dadeland Mall at 334563341 W Forest Hills Blvd #4370, MiamiWellinaton Florida (561)753-2^3 Mario Contreras Wellington Grsen A Miami International E^m 1455 NW 107th Ave Spc 462 Miami Florida 33172 Mall (305) 640-0269 Joungwoo Kang Coastland Contef 1850 N. Tamiami Trail Naploc Florida 34402 (230) 434 2254 GavW Stewart List of Franchised Restaurants as of December c 11. 2012 z\pL Owner Last Center Name StateX Owner First Street Address City Postal Center Phone Name/ Entity Province Name Code Name Paddock Mall 3100 S.W. Collogo Qcala Florida 34474 (352) 873 7070; . , Bryan - . ; Yaeger Rd. Space 202 1 ci^r-:^- Wont Oaks Moll FL O'lOl W Pnlnninl Dr T-IUI iua O'l /u t ri iuf; izva oluu * oung ivi. Orange Park Mall 1910 Wells Rd Spc V(2-0 4 Orange F ark Florida 32073 (904) 541-0220 Sunjung Park

Waterford Lakes 433 N. Alafayo Trail Orlando • Florida . 32838 :; (407) 730 3150 - . Varsha \ . • • Amin " Town Contef gQ&4-$T-Qr-af}$e- Bloosom-Tfr— AerWaPaddock 328693447 (407352) #6243100 SW Colleae Rd OrlandoQrala Florida , Mall OC"7Q"70 £r/-i/"1/" 7A~7A RichardBrypn MarinacciYaeaer Soc 202-1 4 OB+o ( J-5Q06/U/U

Patrick AFB 1221 S Patrick Dr Bldg 1364 Patrick AFB Florida 32925 (321) 799-1300 AAFES Pembroke Lakes 3 33026-410 11401 Pines Blvd-#S te 484 Pembroke ines Florida (954) 443-3399 Raul Perez Mall £ Broward Mall 8000 W Broward Blvd Plantation . Florida 33333 • (954)016 6455 . •4 - Mario . Contreras Sp&6@4G. Port Charlotte Neil & Mary 1441 Tamiami âiild #603 Port Charlotte Florida 33948 (941)766-0005 Truax Town Center Ann Gutfview Square 040ÛS-Mi§hway4«- PoFt-R+Ghey Florida : '.. . 34663 f57)-84S-0@36 : Bfyam , • Yaeger ... Spc 627 Tymme-Sqware- 6904-22Ad-AveT-WTl 2801 W Samt- (727954) Florida Mario Contreras MaWSaworass Mills Sunrise Rlvd Unit 843 Petersburafiunrise 3 344835-09521461 Seminole Town 240 Towne Center Cir Spc San ford Center VC-10 Florida 32771 (407) 324-8444 Bryan Yaeger Sar-asota-Square- 820-1 S Tamiami Trl # Sara soto Wf JSley 342383354 (944M3) ControracFalabell MattShops at FG^28152 Paseo Dr? Florida MartoSteven Wiregrass 3te190 Chape 3 927994-88859001 a Sawgraoo Millo 12801 Wost SunriGO Sunrioo . Florida; ,: 33333 (954) 835 1461 Johnjim \ ;. GNu 8Wr-WfwW*43 Governor's Square 1500 Apalachoo Taliahassoo \ : Florida • 333G+ : (850) 727:8720 ;. : •• Mario •;•:< : , . -\ Controrao Parkway Space#1270 International Plaza 2223 N Westshoro Tampa '. Florida 3360? (813).443 8370; />>•;•; Amgad '^-{.t- Blvd Spc FC 204 Rx^x^C-,'., University Square 12313 Univorsity Tampa Florida • 33643 (813) 977 5210 Coroy r Mede# Sqyare-MaH-Sp-#7 '33189.1?? Southland Mall FL 20505 S Dixie Hwv Bav 1871 ' Cutler Bav - Flgridg -"y:/.a.- V' ^ (3651^^3174 %' .Marip '-V.; .Contreras ' The Avenues 10300 Southside Blvd -Jacksonville • Eiodda. ' 32256 - rf904y519-55554 Kim ' . ^ List of Franohisod Restaurants as of December 31, 2012 Owner Last ZipL Owner First Center Name Street Address City Stated Postal Center Phone Name/ Entitv Province Name Code Name H.(Daniel) The Oaks Mail 6419 Newberrv Rd Gainesville Florida 3?605 (352) 333-3848 Brvan Yaeqer IWall Main Food Court^SO Tyndall AFB Tyndall AFB Florida 32403 (850) 286-6440 AAFES Mall tanej^Q Mill nt Wrllinntnn infill 75? ^RT] imnnw Fnm'-t mik Mnrio OLMHtCrut) GfeeR Blvd FC 110 nrfintn Am mm Mnll in? 101 Rlv/H W ATF (OA'W 7A7 FAO'I \ nrtnÂ Atf^llm Florida y41 1 lUlJU 248 Hartsfield Jackson Concourse C, P.O. Box 20946, Atlanta Int'l AtlantaSaint 303203371 (404)-3O51 ConooDcionsM PaGQualoContrer AirpoftTyrone ZM0-SBi{KW%oad6901 22nd GeamiaFlorida : AveN Petersburq fl 828-04*72329 ario as Sauare Mall 12313 University Square Mali Universitv Sauare TamDc , Florida 33612 (813) 977-5219 Co rev Medoff SPC 7 Waterford Lakes 32828-701 433 NAIafava Trl Spc EOS Orlandq (4071 730-3150 Varshg Town Center Florida z Amin West Oaks 9401 W Colonial Dr Ogoê Florida 34761 (407) 298-3100 Mall FL YQUnq M, m 33012-296 Westland Mall FL 1635 W 49th St Spc 1248 Hialeah Florida (3051 828-2329 Mario rnntr^ a Arbor Place 6700 Douglas Blvd, # 204 Douglasville Georgia 30135 (317) 876-1989 Dongchoon Lee

3450 Wrightsboro Rcj Spc Auausta Mall Auausta Georaia 30909 (706) 736-1010 Mario nontrpra^ 2390

Fort Benning II 103 Ingersoll St, Fort Benning Georgia 31905 (706) 687-4995 AAFES

S-GSQ Food Court. 9220 Fort Benning III Fort Benning Georgia 31905 (706) 685-3257 AAFES Marne Rd

Fort Bennino IV Harmony Chyrch Charley's, Ft. Bennina 4109 8th Division Rd Georgia 31905 (706) 683-0933 AAFES AFort Gordon Main Food

Fort Gordon Court Bldg-#± 38200 3rd Fort Gordon Georgia 30905 (706) 772-9742 AAFES Ave, Fort Stewart Charley's Grilled Subs 345 Fort Stewart Georgia 31315 (912) 876-4698 AAFES Exchange Lindquest Bldg #71 Bahins- A ACCCU'im PrthifT* AF-RMnrth Robins AFB Exchanoe- Main Phil Ynnn 1 1 w w I l • w Georgia vTionn^n 1 wUO^/r i1 2 (47&ZZ0) rYrVF tz-a r\ 1111 -Point Mall Food Court 650 Ninth St.22QQ_ AFSAIoharetta 2 92G569-06G07792 10 List of Franohisod Restauranto ao of Decombor 31 2012 ZipL Owner Last Center Name StateX Owner First Street Address City Postal Center Phone Name/ Entity Province Name Code Mame North Point CimlR 79067804 Abercorn $treeiSt# Oglethorpe Mall FC5 Box #12 Savannah Georgia 31406 (912) 352-9666 Seong Kang Outlet Shopoes at 915 Ridaewalk Parkwav: Atlanta Suite 482 WQQdstocK Georgia ,.i 30189 Mario * Contreras Robins AFB Exchanne Main Robins AFB Warner Robins Food Court 850 9th Rf Georgia mm (478)929-0690: AAFES AR4ef&©n^Af-S~F-0{>d-Goyft--U n^- AfKferseftAndersen t 14032, Bldg. 26080 Unit AFB APO AP Guam 96543 (671)366-3120 AAFES Jd&az Guam Premium 199 Chalan San Antonio Rd- Tamuning Outlet $pe-^10 Guam 96913 (671)649-7835 Jin SookChan PafkLee Pearlridge Contor 98-1005 Moanalua Rd Aisa Hawaii 90704- (808) 488 8787 Robort J.M. Lee Ste 142 A Gamp-SmWh Nlmitz McArtMuF Camp Smith Hawaii 96863 3073 (808) 486 3428 AAFES Pacific Command Center Bldg #700 E-Jf©d-R4 Hickam AFB 265 McClelland St. Hickam AFB Hawaii 9§S§3 (808) 423 7302 AAFES Bldg. 2171 Ala Moana 1450 Ala Moana Blvd # Shopping Center 1160R Honolulu Hawaii 96814 (808) 945-2687 Robert J.M. Lee Nimitz-McArthur Pacific Camp Smith 96863-307 Command Center Bldg # 700 Camp Smith Hawaii (Q08\ 486-3428 AAFES Elrod Rd 2 Hickam AFR 265 McClellan St Blda 2171 96953-513, Hickam AFR Eamii (809)423-7302.; AAFES 5 Pearl Harbor Navy Navy Exchange Food Court Exchange Building 631 Pearl Harbor Hawaii 96701 (808) 422-8700 Robert J.M. Lee 98-1005 Moanalua Rd Ste Pearlridqe Center Aica Hawaii 99701 (808) 488-8787 : RQberN M -• LS8

§40-WiWiamete-StFeeVS-478§r Pier Bravo 96860-500 Pier Bravo. 810 Willamette St Pearl Harbor Hawaii (808) 626-5612 Robert J.M. Lee flB-1786 1 AAFES Food Court Bldgr 694 Schofield Schofield Barracks Cadet Sheridan & Hawaii 96857 (808) 237-4572 AAFES McCornack Rd, Barracks

11 List of Franchised Restaurants as of Decembe1 r 31, 2012 ZipL Owner Last StateX Owner First Center Name Street Address City Postal Center Phone Name/ Entity Province Name Code Name Cherrwale Mall 7200 Harrison Ave # FC-9 Rockford Illinois 0111? (8151332-5899 PHorpma Souvahnasane

Chicago Ridge Mall 470 Chicago Ridge Mall Dr, Chicago Ridge Illinois 60415 (708) 425-0046 Swann & Ran Han

Junction Truokctop 711 U.S. Highway 150 Galesburg hnoic §4404- (309) 289 7827 Gba4 PaW East 6170 West-Grand AvevJJM, 60031^ Gurnee Mills Mall Gurnee Illinois (847) 855-1815 Arthur Sladek m 1 YorktownHawthorn 203 Yorktown Shoopina904 LombardVernon 604486006 Illinois (630MZ) EmadTavseer AlfarahDoleh Contor Mall Hawthorn Center Hills 1 628573-85000501 Cherryvale Mall 7200 Harrison Ave ff Rockford Illinois 04442 (815) 332 5809 Phomma Souvannacano FG-8 WaUonJupction -7-038-WaHGn-StfeetZlliiS, 61108 2611 f8463091 RQGkferdGalesburQ Illinois PhemmaChad Read" Highway 150 E 227289-56797827 g AAFES FOQO-GOUR-T—food. mm Si5GttsScQtt AFB Scott AFB Illinois 62225 (618) 744-1823 AAFES Court Blda, 1981 Ward St, White Oaks Mo# 2501 W Wabash Avo Springfield mefs 62704 (217) 793 0904 Won Son In 1072 Spring Hill Mallr-Spaee-*, QetehSouvannas Spring Hill Mall West Dundee Illinois 60118 (847) 428-7379 TaysoorEham £E^1062 ma ane GlenbrookWaMn 420-1-G0ldwater-Rd-#-FG06lQ3§_ Fert- 488056110 Hywng- Indianalllinois (2608151 leeSQuvannasa SquareRoad Walton St WavneRockford 8-2611 484^.-4^085679 WeePhomma m White Oaks Mall 7501 WWahash Ave Springfield Ulimis 62704 >3-0904 Won Son m Castleton Square 6020 ET 82nd S^paeeJtJM, 46250^04 Indianapolis Indiana (317)915-1049 Young M. Kim Mall 1002 Z East Bouleygrd 1610 E Boulevard Ave Kokomo (765)450-4901 Thatcher Avenue Indiana 46902 Richard Glepbrook Sqgare 4201 Col^waterRd^FCQQ Fort Wavne Indiana 46805 I7R0) 4B4-1308 Hvunq WQQ Lee 2278 Southlake Mall Spc Southlake Mali Merrillville Indiana 46410 (219) 769-7827 Swann & Ran Han FC3 University Park 46545dm 6501 hL-Grape Rdr-#=S^:578 Mishawaka Indiana (574) 243-8081 David Yuan Mall Q, 1451 Coral Ridge Ave Spc Coral Ridge Mall Coralville Iowa 52241 (319) 625-2030 Angle Yu 608

Northpark Mall 320 VVes# Kimberly Rd, Davenport Iowa 52806 (563) 388-6373 Hugo Garcia

12 ZipL Owner Last Center Name StateX Owner First Street Address City Postal Center Phone Name/ Entity Province Name Code Name Fort Leavenworth Main FC Fort Leavenworth Fort Leavenworth 330 Kansas Ave Bldg 700 Kansas 66027 (913) 651-7272 AAFES

Fort Leavenworth II 100 Stimson Ave Bldg 127 Fort Leavenworth Kansas 66027 (913) 651-6573 AAFES FiFort Riley Food Court Fort Riley Bldg #6914 Fort Riley Kansas 66442 (785) 784-3712 AAFES Bldg. 2210 Trooper Bme DL Fort Riley II ; Fort Riley Food Court 2 Kansas 66442 (785) 784-2775 AAFES WteGefmeHMcconnel Derbv St Bldo- I AFB Street Mcconnell AFB Kansas 67221 (316) 685-3400 AAFES

Oak Park Mall 11523 WT 95th StreetSt Overland Park Kansas 66214 (913) 492-2600 Namsik Park Towne East 7700 EastE Kellogg Drive^ Square VGDr#VC06 Wichita Kansas 67207 (316)612-9877 Steve Nussbaum Ashland Town 500 Winchester Aver - #154 Center Ashlan d Kentucky 41101 (606) 325-5275 Samir Ewida Fort Campbell II Troop Mali Food Fort Campboll > Kentucky,, . 42223 (931) 431'7124 vv;l AAFES , • Court, Desert Storm Rd Bldg 6080 Fort Gampbeit FtrGampbeW FeN-GampbeW . KemtwGky - 42-22-3 - - , AARES ' . . Exchange Charloy's ; Steakery Bldg 2840 Bastogno/Ponn Avo Fort Knox AAFES Ft Knox Fort Knox Kentucky 40424 (502) 842 4260 - : f L "''" ' * ' '/ ' ' •/ AAFES • Gold Vault Road 3087 Terminal DnverDr # Cincinnati Airport B-024 Hebron Kentucky 41048 (859) 767-6060 Raghu Tadavarthy MaH-at-St^ 6000 Shelbyvitie Rd Spe- 4^Fort Camobell AAFFR MatthewoFort LouiovilloForlL 402074222 j Cr\r\M m ir+ O O A A D-^^+^i^r-i^ Kentucky (6G22ZC Rirrni im A AFP^I Camobell hooa uourt. 2840 Bastogne Campbell 3-5114 884439-324: ?2019 Dal eiUUmMMr Co Ave Trooo Mall Food Court Bldo FortCamnhell II 6989 Desert Storm Rd Fort Campbell Kentucky ' 42223 X •(931)431-7424 AAFES MEES Ft Knox Exchange Fort Knox Bldo 127 Gold Vault Road Fort Knox KentuQKY ^ '40i21 ' - ($02) 942-4269 AAFES

Jefferson Mall 4801 Outer Loop Unit #-FC-4 T Louisville Kentucky 40219 (502) 969-8377 Emad Barsoum Mall at St SGQQ.ShelbvvilleRdSDc Louisville A- Kentucky 4Q2QZ ^502)894-3242,: Emad -v-..^ Barsoum . List of Franchised Restaurants as of Deoombor 31, 2012 ZipL Owner Last StateX Owner First Center Name Street Address City Postal Center Phone Name/ Entity Province Name Code Warns Matthews 1£55 University Plaza 483 University Dr Prestonsburg Kentucky 41653 (606) 889-9989 Laura Link

Barksdale AFB #2 455 Curtiss Rd Bldg 4711 Barksdale AFB Louisiana 71110 (318) 746-2603 AAFES Mall of LouiGiana 6401 Bluebonnet Baton Rouge Louisiana 7G836 (225) 765 6285' &u Quyang Blvd., Fc 008 Fort Polk Food Court, 7742 Fort Polk Fort Polk Louisiana 71459 (337) 537-4089 AAFES Colorado Ave Bldg 850 7404-DemoGra€v6401 Montgomery MalI of, Bethesda Baton MarvlandLouisi (304225) Bluebonnet Blvd Spc 3eg4722fi2 ZhiqifiSu yQuvana Louisiana Rouae ana 3&5765-58&96285 2349£CzQQ8 § Maine Mali lall Road. #F-107 South Portland : Mgine mm :(207) 771.1500: Kygnq Moo & Harrv-Hwang Main Exchange Food Court Andrews AFB Camp Spring Maryland 20762 (301) 568-0180 AAFES Bldg-#. 1811 GrStreetSi C".r\\i imKi^i MaW-m-GelwrnWa 10300 Little-Patuxent v-' w I v-l i i II^Mu Maryland 24044 (410) 71.5 8588 Zhiqin :. u-t Pkwy Spc 1365 Fort Bldg 2790 McAuthor Rd Fort Meade Maryland 20755 (410) 674-5588 Meade-Charley's AAFES

Lakeforest Mall 701 Russell Ave,~# FC-104 Gaithersburg Maryland 20877 (718) 200-7393 Jian Li 82G0fefTH4aH-BWn- White Marsh Mall jx iColumb 242362104 (410) #330510300 Little Patuxent Maryland Zhiqin Li Columbia Pkwv SPC 1365 Ja A 333I15-5^MM St. Charles Towne 11110 Mall Cir Spc VC02 Waldorf Maryland 20603 (301)645-9388 Jian Li Center 11160 Viers Mill Rd Spc #- Wheaton Mall Wheaton Maryland 20902 (301)946-1702 Jian Li FC-2 Sewth-SWe- 250 Granite Street. SDace82Q0 BraintreeNottingha Massachusetts 034842123 (smio) GMU R-iazaWhite Marsh Perrv Hall Blvd #2444 2395 Maryland JaeZWgm MaH m s 334933-64405898 One Burlington Mall Rd # Massachusett Burlington Mall Burlington 01803 (781)221-2134 Ambrose Jeong 2102 s Emerald Square Massachusett 999 S Washington St# F-313 North Attleboro 02760 (508) 699-0580 Fei Chen Mall s RiverTown 3700 Rivertown Pkwy., Space GfamdvtWeBraintree MiGhigaftMassa 494430218 (64-6617) Bon & Suejag KoeCho GfessfngSoutL #2466250 Granite St Spc chusetts A 5^M-444QM4Q_ 14 List of Franchised Restaurants as of Deoembor c1 , 2012 ZipL Owner Last StateX Owner First Center Name Street Address City Postal Center Phone Name/ Entity Province Name Code fjame Shore Plaza 2104 Eastland Center 18000 Vernier Rd, # 403 Harper Woods Michigan 48225 (313) 839-1020 Paul Messina

Fashion Corners 4338 Pay Rd Saginaw Michigan 4MQ2 (QQQ) 797-1199 Qm hahn Fashion Square 4859 Bav Rd Saginaw Mall, Ml Michigan 48604 (989) 799-5577 Qm mm 37694 Wr 6 Mile Read-rSpaee- Laurel Park Place Livonia Michigan NerRd_SncFC12 48152 (734) 464-0007 Emad Alfa rah The Lakes Mall 5600 Harvey Street, Muskegon Michigan 49444 (231)798 4376 Narendra Patel FG-6 Moridian Mall 1982 W Grand Rivorff Okomoo Michigan 43364 (517) 347 9060 4m Matthewo F-4A

Macomb Mall 32201 Gratiot Ave^# 150 Roseville Michigan 48066 (586) 294-2050 Paul Messina Fashion Comoro 4338 Bay Rd. Saginaw Michigan 48603 (989) 797 1100 Gary (-jjlin Fashion 485&-8ay^oad1982 W Grand (989517) GarvBon & SguareMeridian SaomawOkemos Michigan 486044866 HahflKoo Mall River Ave#F-1A 4-5720 799241-66225525 Sue Northland 21500 Northwestern Hwy Ste 48075-502 Southfield Michigan (248) 569-3085 Lindita Shopping Center #110 2 Pirgu Oakland Mall 498-DWe6tW14Mile Rd, Troy Michigan 48083 (248) 307-0016 Joseph Gralka Northtown Mai 308 Northtown Drive, Blaine Minnesota 56434 (763) 784-6442 Mirza Hasan SpaGe-#e-1-3- MWe^HW-MaW 4 OOO-MiUei^fynk-Hwy- DWWh Mime seta 66644 (2-18) 722 4020 Yoon (rao) tee Spc VC07 3700 Rivertown Pkwv SW 49418-309 Rivertown Crossing Grandville Michigan (619)530-1440 Bon & Sue Koo SPC 216$ . 1 The Lakes Mall 5600 Harvev St # FC-S Muskegon Michigan 49444 (231Y 798-4376 Dan Burns

Maplewood Mall 3001 White Bear Ave -JI Maplewood Minnesota 55109^20 (651)773-6509 Mirza Hasan 2 Ridgedale Center 12401 Wayzata Blvd Minnotonka Minncoota 55305 (952) 546 6007 Guohui "Joff" 1600 Miller Trunk Hwv Soc Miller Hill Mall Duluth VC07 Minnesota 55811 f2im 7??-4Q?Q Yoon frae^ Leg Minneapolis St 4300 Glumack Dr C/O Saint Paul Minnesota 55111 Paul Int'l Airport Compass USA Ste LT-3244 (612) 727-1849 SSP America 15 List of Franchised Restauranto as of Deoembor 31, 2012 ZipL StateX Owner First Owner Last Center Name Street Address City Postal Center Phone Province Name Name/ Entity Code Name 398 Northtown Dr NE Snn C-18 (All mail to be sent to: Northtown Mall Minnesota 9404 Hamlet Ave. South Slaios 55434 (7631 784-6442 Mirza Hasan Cottaoe Grove MN 5501 m 56001-484 River Hills Mall 1850 Adams St Ste 608 Mapkato Minnesota (5071 779-7079 Judv Weiner Keesler AFB Food Court / ' a Keesler AFB II Charley's, 506 Larcher Blvdrr Biloxi Mississippi 39534 (228) 432-5090 AAFES Bldg, 2306 T-urtte- 4O0644*4W-Gfeek_Mall Spc HatiiesburgSadflflfi MississippiMiss 394826580 (60441Z) Robert & GfeekBattlefield 8402825 S Gienstone Ave Joowoo. LLGFall Mall Ste VC08 fiU ouri 4-3728 268886-33232575 Debbie Robert & Branson Landing 331 Branson Landing Blvd Branson Missouri 65616 (417) 337-7334 Fall Debbie 2300 Bernadette Dr. Space, Columbia Mall Columbia 65203;Z52 Soc 718 Missouri (573) 234-2020 Danny Parnell Fort Leonard a Fort Leonard Wood Bldg # 487 Replacement Ave Missouri Wood 65473 (573) 329-2607 AAFES Independence 18813 E 39th StS#104 Center Independence Missouri 64057 (816) 795-6008 Namsik Park 101 N Range Line Rd Spc Wen Northpark Mall Joplin Missouri 64801 (417) 626-8880 Lai 288 (Jeremy)

Union Station 1820 Market St Saint Louis Missouri 63103 (314) 588-8028 Jae-Hong Yim

Gateway Mall 6100OStfeet £LJFC2 7 Lincoln Nebraska 68505 (402) 464-0580 Gary & Mia Schmidt 0#w&APB_W Offutt Food-Court 106- Offutt Afb Nobraoka 68443 (102)201 0506 AAFES Moyoro Avo Bldg 166

Oakview Mall 3001 S 144th St Spc V08 Omaha Nebraska 68144 (402) 933-7329 llhomdzhon Gulomov Offutt Food Court Bldp 166. QffgttAFB 106 Mevers Ave Offutt Afb Nebraska 68113 (402) 291-0590 AAFES West- ReadsWestroads 1000 California St, Omaha Nebraska 68114 (402) 393-2336 Gary & Mia Schmidt Mall Carson Mall 1304 Sr Stewart StreeSt Shopping Center Carson City Nevada 89701 (775) 884-1911 JtmLori Bagwell Nellie AFB 5601 Rickenbacker Nellie AFB Nevada 30404 I (702)644 8516 | - AAFES 16 Li

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Holloman AFB 551 4th St Bldg 227 Holloman AFB New Mexico 88330 (505)479-1657 AAFES 8604-7901 Gibson Blvd 87117-000 (5G5000) Kirtland AFaH Kirtland AFB New Mexico AAFES Bldg 3047020176 1 25gaQQ-4S89QQQQ ShadadShahd Boulevard Mall 640 Alberta Dr Amherst New York 14226 (716) 832-7600 a::i Waseh King's Plaza Shopping 5100 Kingo Plaza Brooklyn Now York 44334 (718) 338 3083 MwW Beb Contor Waldon Galloria Mall One Walden Galleria Buffalo New York 44225 (716) 681 3022 Moghna Malik O^Sf>G-P-20§ 90-45-QueeRS-Blvd--SpG- 443751180 QweeRsBroadwaY ElmhwfsiHicksville New York (74SMZ) JWK^Weyr GeNerlVlall FG-4358 Broadway Mall 1 224262-72207367 InGrDeb 830 County RewteEoM 64 - Consumer Square Elmira New York 14903 GwiteSte 19D (607) 739-1663 Mark Cavaluzzi gMfr-PAttn Jay Vjtuq, 10730A Fort Drum Enduring Freedom DeverDc Fort Drum New York 13606 (315) 773-2123 AAFES AUn.Ja^-Vftu§:Blda P Fort-tom-UGalleria PS^O^ash^WlQQ Mm St FertMlj^ 436031060 (345214) New York Sang AAFESLee at White Plains SPC 257 GfwmPlains 1 773948-23473228 BroadwavGreen 358 B.oadwav2Q44 Green HicksvilloVallev 443041158 (3475161 New York MeWSuna K. ©efe^QQ Acres Mall 6^ Mall #220 Stregm 1 262825-73673130 New York Shopping Center 5100 Kings Plz Brooklyn nm (718) 338-3Qg3 Mukul Deb Palisades Center 3580 Palisades Center Dr West NyacK New York 10994 (845) 348-1501 Zack QM

Penn Station 1 Penn Plaza, Lirr Level New York New York 10119 (212) 594-7817 Mona Kaplan

9Q-15 Queens Blvd Spc JHK Charlev Queens Center Elmhurst New York 11373 (718) 271-7220 E&l Inc. & Juna Kim

Seventh Avenue 401 Sevemt#7th AveoeeAve New York New York 10001 (212) 967-6782 Mona Kaplan Groon Acres Mall 20/14 Groon Aoroc Valley Stream New York 44m (516) 825 3130. iung K. Wee Mall #220 Palisadoo Contor 3680 PalisadoG Woct Nyaok Now York 40994 (846) 348 1501 Zaek Gbei Center Dr. Galleria at White 100 Main St. Spaco White Plainc New York 40604 (911)948 3228 Sans Lee 18 List of Franchised Rostaurantc as of Docomber 31, 204-2 ZipL Owner Last Center Name Street Address City Stated Postal Owner First Province Center Phone Name/ Entity Code Name Plainc 2§7 Name 125 Westchester Ave Spc The Westchester FS-11 White Plains New York 10601 (914) 588-9730 Man & Mee Park Walden Galleria One Walden Galleria Dr Snn MaH 52m Buffalo New York 14225 (7161 681-39?? Miks:, lean : Carolina Mall 1480 Concord Pkwy NT Concord North Carolina 28025 (704) 721-0394 Stefan Dobre Streets-at- 6940-Payettevi4te-Rea4r SeuthpointQamlina 277432813 (m$704) #228^11Q25 Carolina DurhamPineville North Carolina Mario Contreras Bms. Pkwv SPC FC-08 4 794543-64629044 Carv Towne Cftnter 1105 Walnut St Snr FH-nq Carv North Carolina 2zm (919) 651-9339 • Samir Ewida Fort Bragg Bragg Military Shopping Fort Bragg Charley's Steakery Plaza Bldg # 4007.1QQZ North Carolina 28307 (910) 436-4860 AAFES REort Bragg Charley's Bldg Fort Bragg Fort Bragg #4-2171 Riley Rdr North Carolina 28307 (910) 436-5202 AAFES Bldg, 8-50-50 Butner Rd^- Fort Bragg Fort Bragg North Post Exchange FC North Carolina 28307 (910)436-2490 AAFES

Fort Bragg IV Ardeness St Bldg C5934 Fort Bragg North Carolina 28307 (910) 960-9504 AAFES 410 Four Seasons Town Four Seasons GeRtefvSeaeeCentre Spc Town Center Greensboro North Carolina 27427 (336) 852-8826 Mario Contreras 350E Volley Hillo Mall 1060 Highway 70 Spo Hickory North Carolina 2*602 (828) 328 1300 Calvin 3-404 Ma Independence Mall 3500 Oleander Dr (NC) Wilmington North Carolina 28403 (910) 792-9813 Soohyeon Hwang

Southpnint 6910Favetteville Rd#2285 Durharp North Carolina 27713 V9191 704-6467 Mado Cpntrerag Triangle Town 5959 Triangle Town Blvd.. Center FC-1124 Raleigh North Carolina 27616 (919) 792-2206 IVteriQ: Contreras Valley Hills Mall 1960 Hiohwav 70 SPC 2-104 Hickory North Carolina 28602 (828) 328-1300 Calvin Ma AAFES Food Court C/o Minot AFB Charley's Grilled Subs, 362 58705=502 Minot North Dakota (701)727-4706 AAFES Missile Ave 2 Chapel Hill Mall 2000 Brittain Rd Spc Akron ©hi© 44340 (330)630 2299 Samir Ewida 604 19 List of Franohisod Restaurants as of Deoombor 31, 2012 ZipL Owner Last StateJ_ Owner First Center Name Street Address City Postal Center Phone Name/ Entity Province Name Code £teme Arcade 401 Euclid Ave Cleveland Ohio 44114 (216) 344-7515 Ronald Myers

OSU CampuG 1912 N. High St. Columbus GWe 43204- (614)291 7131 , GWy Gbem Port Columbus 4600 international Columbus Ohio 43240 (614) 238 6615 Dal Ho Lee international Airport Gateway Spaco #245 East Broad Turkoyhil 6977-EaG*-Bfead-S#ee*2000 4324-34431 Ga s-Statk>nChaDel (644330) Brittain Rd Spc 147 GeWmWsAkmn Ohio ^w&RSamir G#Ewida mMm a §§2630-48292299 Polaris Towno '4S-Pafkwav3575 Golumbus^mMl 432404310 (644740) Jae- Ohio SuhBJacK GemefColony Maple Ave g 1 430454-38801890 GWABn/an Square Mall Columbus Young Charley 400 N. High St. Columbus Ohio 43215:2% (614) 460-8707 Convention Center LLC Peftfmtef Columbus eTaO-PefimeWF&eep^ggg^ s (614) DtAtm Powell Ohio 430449306 $tmg-Hwan Lee Columbus GentefZoo Riverside Drive Box 400 5 760724-44333527 Zoo & Aquarium Shoppes-of-Greve- GitvEast Broad 1766 Stringtown RdfiSZZJE. Grove 431234321 (614) Ohio 4+lnwon GWOh Turkeyhill Gas Broad St GitvColumbus 3-1557 SQ4552-45454820 Station Great Northern 140 Great Northern Mall North Qlmsteacj Ohio 44070-330 (4401777-4882 Smd Mall 1 JanMi 43056=420 Indian Mound Mall 771 ST 30th St^#621 Heath Ohio (740) 522-6089 Dong Won Chun 2 Jeffersonville 8000 Factory Shops Blvd Spc Jeffersonville Ohio 43128 Prime Outlets 8030 (740) 948-9690 Jian (David) Chen Great Northern Mall 140 Great Northern North Qlmatead GWe 44070 3301 ('HO) 777 4882 Janoto Saa4 MaW Miami Valley 45356^ 987 ET Ash St^Suite_§lg 149 Piqua Ohio (937) 778-1453 Amelia Alexander Center Mall £ Columbuc Zoo & Columbuo 0990 RivorGido Drive Box 430664490 (6444191 PeweiiQntariQ Ohio ZoeOntario 4002120 W 4th St 6-1712 734521-35273777 AauoriumCharlev' s Philly Steaks 43201-114' OSU Campus 1912 N High St Columbus Ohio (614) 291-7131 Cindv S Ohm Perimeter Center 6780 Perimeter Loop Rd Dublin Ohio 43017 (614) 760-1433 Sun^-Hwan Lee Pglarj? ToWHQ 43240-203 1283 Polaris PKWY Columbus Ohio Jae Chun Suh Center Z (914)430-3890 20 List of Franohisod Rostaurantc as of Docomber 31, 2012 ZipL Owner Last Center Name Street Address City StateX Owner First Postal Center Phone Name/ Entity Province Name Code Name Port Columbus 46QQ International Gtwv Snn International m Columbus Ohio 43219 (614) 238-6615 Dal Ho Lee Richmond Town 691 Richmond Rd Spc VC11 CenterSauare Richmond Heights Ohio 44143 (440) 646-2565 Ritesh Patel Van Akon Contor 20317 Van Akon Blvd. Shaker Hoightc 0Me 44422 116) 205 1666 Taycoor Doloh Upper Valley Mali 1-175 Upper VaWey- Springfield 0We 45504 (93?) 322 0030 Matthow We P+ke Wright Pattoroon Charley's Stoakory Bldg 1250 WFight-PatteFGon^ 454334312 AF-BShoppes of Area A Kitty Hawkl 766 Ohio (937614) Grove City Strinatown Rd ove AFB Cjly 2 £79801-43471545 JI

Southern Park Mall 7401 Market St #367 Youngstown Ohio 44512 (330) 726-7171 Narendra Patel Colony Square 3576 Maplo Averme20317 Van ZanesvilloShaker MatfVan Aken 437944412 (7402jf) JJJ Fine Foods, Aken Blvd Heights Ohio Tayseer Cmlmr 2 454295-48901666 UsCPoleh Charley's Steakery Bldg 4748- F-ortWriaht-Patterso FortWriaht-Patters Qwbe^tead1250 Area A Kittv 73&Q34543 (530937) n SitiAFB OWabamaOhio AAFES hmk on SiHAFB 2 250879-47594317 Central Mall 4 Central Mall Lawton Oklahoma 73501 (580) 250-4008 Hossein Moini

EZ-Go Gas Station 2808 NW 52nd SL Lawton Oklahoma 73505 (580) 250-4019 Hossein Moini

Fort Sill Blda 1718Gruber Rd Fort Sill QKlahQma zasoa (5801 250-1759 AAFES 1901 NW Expressway Penn Square Mall Oklahoma City 73118-923 ETK SPGSlg 2037 Oklahoma (405) 810-9906 2 Corporation Ltd. Quail Springs Mall 2501 WT Memorial Rd^-Spaee- 73134-802 Oklahoma City Oklahoma (405) 748-7276 Moon Sik #_5te_9 £ Park Tinker AFB Main Food Court Tinker AFB Tinker AFB 3360 M Avenue Bldg # 685 Oklahoma 73145 (405)610-1001 AAFES

Woodland Hills 7021 SoutoS Memorial Qm&r 74133^ #Dr Ste 262 Tulsa Oklahoma (918) 254-0510 Moon Sik Park & Valley River Center 293 Valley Rivor Ctr Eugene Oregon 97404 (541) 344 0600. Tim Spc G0021 ©44em Clackamas Town Center 12000 SE 82nd Ave, Portland Oregon 97086 (503) 653-1102 David Tan

21 List of Franchised Restaurants as of Dooomber 31, 2012 ZipL Owner Last Stated Owner First Center Name Street Address City Postal Center Phone Name/ Entity Province Name Code Mams Salem Center 401 Center StfeetSJ NE Salem Oregon 97301 (503) 581-6430 Tim O'Neill Neshaminy ?00-NeshaffltRv-Mati293 Vallev PennsvlvaniaOr 496289740 (245541) Neshaminy Grilled MaWalley River BenealemEmmm Tim Gam River CtrSocGQQ21 ooon 1 322344-83540600 StAWmeOmm 15123-303 Centi 3075 Clairton Blvd West Mifflin Pennsylvania (412)653-5428 Dona Won a £hun 262 Exton Square Parkway, Exton Square Mall Space #Pkwv Spc 2515 Exton Pennsylvania 19341 (610) 524-3132 Jai Kapur Park City Center 142 Park City Center Lancaster Pennsylvania 47604 (717)304 1400 Family Twist, LLC L-247 Montgomery Mall PA 308 Montgomery Mai North Wales Pennsylvania 49454 (267) 613 464', Sung K. Wee tf F007 Century 111 Mall 3075 Clairton Blvd Pittsburgh Pennsylvania 46433 (412) 653 5428 Dong Won Ghtm Pittsburgh Airport 1000 Airport Blvd. Pittsburgh Pennsylvania 45234 (412) 472 5025 FAP Clairmont, LLC

FAP Clairmont, Fifth Avenue Place 120 5th Ave FI 2nd Pittsburgh Pennsylvania 15222 (412) 325-7011 LLC Charley's Grilled Subs . Greater Pittsburgh Pittsburgh International FAP Clairmont. Airport Main Pittsburgh Pennsylvania 15231 Airport. 1000 Airport Blvd (412)472-5025 Concourse LLC Airside Core

308 Montgomery Mall # F007 Pennsylvania EA Ngrth Wales 19454 (2671613^642 Sung K. Woo

Neshaminy Mall 700 Neshaminy Mall Bensaiem Pennsylvania 19020 (215) 322-8351 Neshaminy Grilled Subs 1DSL Family Twist. Park City Center 142 Park Citv Center L217 Lancaster Pennsylvania 176Qt (717) 394-1400 LLQ Plymouth Meeting 500 W Germantown Pike Spc Plymouth Meeting Pennsylvania 19462 Mall 1070 (484) 532-7745 Mathew John Washington Crown 1500 WT Chestnut SW Ste 15301-587 Washington Pennsylvania Center 918 (724) 223-8978 Charles O'Brien fi 2500 W Moreland Rd Spc Willow Grove Mall Willow Grove Pennsylvania 19090 3042 (215) 657-1040 Sung K. Woo Buchanan Chariey'c Stoak-efy- PuertoRicoPuer Fort Buchanan Fort Buchanan 00934 218 Brook St. to Rico Mada AAFSSContreras Plaza Las Americas 525 Avo. Franklin San Juan PuertoRico 0094 (787)671 0532. Mario Contreras Dolono Roosevelt, 22 List of Franchised Ros aurants as of Docomber 31, 2012 ZipL Owner Last Center Name StateX Owner First Street Address City Postal Center Phone Name/ Entity Province Name Code Name Spaco #327 PR-3,3 Fragoso Streetgi.^Sp PuortoRicoPuer Plaza Carolina San JuanCarolina 00983 Spc. VC 16A to Rico (787) 757-2857 Mario Contreras 525 Ave Franklin Delano Plaza Lag San Juan Puerto Rico Americas Roosevelt Snr, 377 00918 '7871 671-9537 Mario Contreras

Providence Place 1 Providence PI Spc 5115 Providence Rhode Island 02903 (401)270-6558 Bon & Sue Koo

Warwick Mall 400 Bald Hill Rood, SuitoBfiL SteF-2 Warwick Rhode Island 02886 (401) 921-5550 Bon & Sue Koo Northwoods-MaU 2450 Northwoods- South Carolina 29406 (843) 572 1320 Monica Severy Blvd. ffFC 3 GfWeWVWI 2070 Sam Rittonbufg- Charleston South Carolina 29407 (843) 573 8018 Monica Sovory Blvd ffFC1

Charleston AFB ej%r1990 Lawson Ql Charleston AFB South Carolina 29404 (843) 552-9415 AAFES 2070 Sam Rittenber^ Rlvd 29407-464 Citadel Mali Charleston South Carolina (8431 573-8918 Monica Severv Unit FC1 2 Coastal Grand Mal| 2000 Coastal Grand Cir Ste EQA Myrtle Beach South Carolina zaazz (8431 448-?(W7 Chin Lay Hok 100 Columbiana Cir Spc Columbiana Centre Columbia 1274 South Carolina 29212 (803) 732-2010 Mario Contreras Magnolia Mai 2701 David McLood Floronoo 29504 (843) 662 3550 Mario Controrao BWv Rrff.ort Jackson Exchange Fort Jackson Charley's Steakery 4110 Fort Jackson South Carolina 29207 (803) 790-1645 AAFES Moseby

Magnolia Mall 2701 David Mnl mod Rlvd Florence South Caroling 2&5Q1 (843) 662-3550 Mario Contreras Myrtle Beach 10835 Kings Rea4Rd Tanger Outlet Myrtle Beach South Carolina 29572 (843) 449-0007 Isabel Gonzalez 2000 Coaotal Grand Cir GoastaNprthwQQdg MytfjQ Ste2150 Northwoods Rlvd 285772940 (843) Ghm- GmWMall South Carolina WokSeverv Unit FC^3 BeaehCharlestOP 443572-20961320 UyMonica AAFES C/O Charley's, 2725 577465770 Ellsworth AFB Ellsworth AteAFB South Dakota (605) 923-5127 Lemay Blvd Bldg 4020 6-4868 AAFES 574035710 Empire Mall 4001 W,41st St # FC-9 Sioux Falls South Dakota (605) 362-1312 Judy 6-0702 Weiner Voluntoor Parkway 510 Volunteer Pkwy Brictol Tennoscoo 37020 (423) 764 6500 Procton Taylor 23 List of Franchised Res aurants as of Decembor 31, 2012 ZipL Owner Last StateX Owner First Center Name Street Address City Postal Center Phone Name/ Entity Province Name Code Hamilton Place Mall 2100 Hamilton Pi Spc Chattanooga Tennessee 37424 (423) 804 0454 Changhyun mmKim . 309 Cool Springs 1800 Galleria Blvd # 3070 Franklin Galleria Tennessee 37067 (615) 778-9681 Elie Semaan Fort Menrv Mall 2101 Fort Henrv Dr#F-14 37664-365 , Kingsport Tennessee ; (423)578-6881 Seona Kana 2 Hamilton Place Chattanooga Mall 2100 Hamilton PI Spq 309 Tennessee 37421 (423^ 894-0454 Changhyun Kim Mall at Johnson 37601-311 2011 Nv Roan SWLSlejSA Johnson City Tennessee (423) 283-0464 City a Bon & Sue Koo Woct Market Street 2108 Woot Market St., Johnson City Tennoccoo 37604 (423) 232 5253 Michaol Oaks Suite D Fort Henry Mali 2101 Fort Henry Dr. Kingsport Tennessee 37664 (423) 578 6881 Seong Kaft§ #&44 West Town Moll 7600 Kingston Piko Knoxvillo Tennoscoo 37040 (865) 601 8766 Bonnott Kopp 4mm Oak Court Mall 4465 Poplar Ave # FC-5 Memphis Tennessee 38117 (901) 761-0991 Zack Choi 453 Opry Mills Drive, Space Opry Mills Mall Nashville 37214:244 EeDr SPC FC-6 Tennessee (615) 823-3199 Elie Semaan Q. Parks at Arlington TexasTenness 760463762 TheVolimteer 3811 S Coepef^i-Spe2444MQ_ AriinatonBristol (847422) Volunteer Pkvyy eg 465764-63006500 WkyuPrestQH KimTaylor BmMm 2 37604-606 West Market Street arket St Stf? D Johnson Cjty Tennessee (4,™ ?a7-s?sa Michael Oaks § 37919-560 West Town Mall 7600 Kingston Pike Ste 1336 Kno^Yilie Tennessee (865) 691-8766 Bennett ; a KQRP Barton Creek 2901 S Capital of Texas Hwy 78746-811 Austin Texas (512) 328-0810 Sang Kim Square Mall SpsgtS VC-G7Z 2 Sunrise Mall 3370 N. Exproooway, Brownsville Texas (056)546 1101 Javier Covarrubias Spaco #1336 1185 N. Burleson Blvd. GatewayfiiaZQS BwdesemLake fGG28ZZ5G (8479791 #243100 Highway 332 W Ste Texas ARqeUavier wwe%eCoY9rrubi StatieflLM EQ^ Jackson § 426480-99220233 m Heysten-Pfetwttmv 20300 Hompstoad Rd Spo- 774337507 (284972) GWWCollin Creek 002811 North Central GypfessElaDQ Texas JavtefSqngKw CovarrubiaGLee I MM Expressway #2130 5 366424-78344422 m

24 List of FranchiGod Rostaurantc as of Docomber 31, 2012 ZipL Owner Last StatejL Owner First Center Name Street Address City Postal Center Phone Province Name NameLEntity Code Name 13350 NT Dallas Pafkwayr Dallas Galleria Seaee^Pkwv SPC 3660a Dallas Texas 75240 (214) 444-7053 Juzar Sitabkhan Dyess AFB Main 260 Commissary Rd Bldg Dyess AFB Food Court 7339 Texas 79607 (325) 698-1171 AAFES FirwheelTQwn 635 Town Sauare Rlvd Center Garland Texas Z5Q4Q (972) 675-6900 Tvier Nguyen 16535 Southwest Fwv Snn First Colony Mall Sugar Land 450 leaaa 77479 Mam Grisolia

Charley's - Building l£43r 1613 Fort Bliss II Fort Bliss Texas 79906 (915) 562-3005 AAFES 1613 Marshall RoadBd East Bliss Community Center Exchange Food Court Charlev's Grilled Subs. Attn: Fort Bliss ill ii Battle Food Court Fort Bljgs 79916 (214^312-6299 AAFES Manager. 20752 Gulf Victory W§£ BWg-118 761st Tank Fort Hood Fort Hood Battalion Ave Store 310 Texas 76544 (254) 532-1321 AAFES

Fort Hood II Bldg # 50004 Clear Creek Rd Fort Hood Texas 76544 (254) 532-7293 AAFES 8eMn§-87030, Old Ironsides Fort Hood And& Martin Bldg 87030 Fort Hood Texas 76544 (254) 532-1653 AAFES RrFort Sam Houston Fort Sam Houston Exchange Charley's Fort Sam Houston Texas 78234 (210) 225-4694 AAFES Steakery Bldg #2420 MAS JRB (Corcwoll) AF-BForum at Bwldma8311 Aaora Pkwy 754277815 (847210 #1880J£Z Pert-WorthSslaa Texas Thomas AAFSSJaeqep plympia Parkway, ± 733566-49467300 Fort-Bliss- wGalveston 207625885 Gulf V4Gt0fy- 798447759 (244281) WavFwv Ste 349 R/Texas BfefiCjty Texas Karim AAFESHajl langsLlMleLMall 1-7054 342337-62996180 Rfewbeel Town 635 Town Square Gentef Gateway Boulevard1185 N Burleson GarlandBurleson 76G4O7602 (972817) Texas TvtefAnaef NguycnHidalgQ Slation Blvd #213 fi §75426-68969922 Grapevine Mills 3000 Grapevine Mills Parkwav. Space FoPkwv Spc Mall Grapevine Texas 76051 (972) 539-6439 Sangkwan Lee mos 25 List of Franchised Rostaurantc as of Deoembor 31, 2012 ZipL Owner Last StateX Owner First Center Name Street Address City Postal Center Phone Name/ Entity Province Name Code Maine Sfoops-at-Reyal- 2600 S Kirkwood Ste '1005085 770777705 (284832) GWp- OaksHouston WestheimerRd.. Soace Houston Texas RatetWee miGk^Junaah Galleria #1363 fi e§8422-6§4a6503 Houston Premium, 29.300 HeoiRStead Rd Spc Cvoress Texas (2R11256-7R31 Qutlfit 992 77433 Javier Covarrubias

Hulen Mall 4800 S Hulen St #2095 Fort Worth Texas 76132 (817) 361-065? Kvuna Kim 5000 Katy Mills, Spaco Katy Mills Mall Katy Spc FC-5 Texas 77494 (281) 574-2627 Maria Grisolia Lackland AFB 2180 Roooo St Bldg- Lackland AFB Toxas 78236 (210) 674 6166 AAFES 4385 Brazos Mall 100 Highway 332 W i Jackson Texas (979) 480 0233 Javier Covarrubiao Ste-FG-g 2200 S, 10th St--Swite-VNorth Star Mall 7400 San Pedro Ave # FC-8 San Antonio Texas Bong Shin 9 366-24482459 SS-ll-Agora-Rkwy- Forym-at-Olympfa #402Charlev's Tamie Hale SelmaRandolph 784547815 (210) ParkwavRandoloh Texas Thomas JaeaefAAFES AFB II Manager AAFES Food Court AFB D §60659-73008729 630 3rd St Bldg 1008 9700 Airport Blvd Terminal B San Antonio Airport San Antonio 78216 Spc FC-2 Texas (2101 829-8211 m Park Sheppard AFB 220 Community Center Dr Sheppard AFB Texas 76311 (940) 855-1927 AAFES 26 List of Franchiood Rostaurantc as of Decembor 31, 2012 ZipL Owner Last Center Name Street Address City StateJ, Owner First Province Pogtql Center Phone Name/ Entity Code Name Bldg 239 item First Colony 16535 Southwcot Fwy Spc Sugar 774797707 MaRaDilip MatiShQPS at Royal Texas (281)558-5513 I 4582600 S Kirkwood Ste 400 WAdHouston Z aim GriGoliapatel 5§85-G^f-Freeway, Spaee- 6aJvestof>-T-af»§er- Texas (2849561 3492370 N Expressway Ste Texas 2*941852 QuttetSunrise Mall GWrownsville 1-1200 337546-64801191 Ka4fflJavier HaftCovarrubias J22fi The Parks at 3811 SCooner St Son 2144 Arlington Arlington Texas 26015 (8171 465-6300 Inkvu Kim Town East Mall 3046 Town East Mall Mesauite Texas 75150 (9721 698-0033 Chung

1201 Lake Woodlands Dr Gilip- Woodlands Mall The Woodlands Texas 77380 (281)465-4333 Spc 2162 m4ok4Karim PaWHaii Food Court Charley's 5840 Hill AFB Hill AFB South Ave Bldg 412 Utah 84056 (801) 825-8584 AAFES Loyton Hills Mall 2070 Layton Hillo Mail Layton Utah 84041 (801)646 2467 Steve ¥i Univoroity Mall 575 E University Pkwy Orom Utah 84W7 (801) 426 4665 Steve Pjj-fc Spc M203 South Towne 10450 S, State SWf Ste 84070-314 Center Sandy Utah (801) 553-1888 Yuan-Tzu Hwang FC-9 : 575 E Universitv Pkwv Soc University Mall Orem M2Q2 IML 84097 (8011426-4665 Steve Park Abingdon Plaza 404 Cummings St Spc 3 Abingdon Virginia 24210 (276) 525-1999 Edward Fuqua

Ballston Lingxia 4238 Wilson Blvd. Arlington Virginia 22203 (703) 908-0770 Li GemmensCommon (Alicia) Bare Brothor'o Contor 3101 Loo Hwy. Suite Bristol Virginia 24202 (276) 501 4745 Edward Fuqua 42 Groonbrior Mall 1401 Greenbrior Chosapoako Virginia 23320 (757) 228 1580 Monica Sovory Parkway South, Spaco #2024 5060 Goraas Road8651 John ,J Fort BelvoirJ Fort Belvoir Virginia 22060 (7O30QQ) Kinoman Rd 8OO000-MO80000 AAFES Fort Eustis Bldg 1386 Fort Eustis Virginia 23604 (757) 887-2748 AAFES FLEod Lee Food Court 1605 Fort Lee Fort Lee Shop Rd, Virginia 23801 (804) 862-4642 AAFES Patrick Honry Mall 12300 JcfforsonAvo Newport News Virginia 23602 (757)240 0125 F Amgad Attalla 27 List of Franchised Rostaurantc ao of Decombor 31, 2012 ZipL Owner Last Center Name Street Address City StateX Owner First Province Postal Center Phone Name/ Entity Code Name Spc 736 Name SQQ-MentiGeHe- Ave#- MaGAdbufGreenbrie FG-3Q41401 Greenbrier Pkwy NeffoikChesapeak 235402232 (757) £ GeNeflVlall Virginia AmgadMonic^ AttatiaSeverv S Spc 2024 SL 64Q228-444Q1580 701 Lynnhaven PafkwavPkwv Lynnhaven Mall #0407 0507A Virginia Beach Virginia 23452 (757) 340-2757 Monica Severy

MacArthur Center 3QQ Monticfllln AvA^FC^fM Norfolk Virginia 23510 ^7571 640-1440 Amgad Attalla

Patrick Henrv Mall 12300 JeffRrsnn Ave Ste 736 Newnnrt News Virginia 23Q02-000 £ (757) 249-0125 Amgad 6MM Alderwood Mall 3000 184th SfrSW Ste Lvnnwond Washington f4?SMfl3.77SB Sung Chul maz XBa^l Park Fairchild AFB 101 W Spaatz Rd Bldg 2465 T Fairchild AFB Washington 99011 (509) 244-2022 AAFES Charley's Steakery EiFort Fort Lewis Lewis WA Bldg-# 5280 41st i Fort Lewis Washington 98433 (253) 964-4430 AAFES Division Dr- Lewis North Food Court, Fort Lewis North Joint Base 11566 41st Division SL-, Washington 98433 Post Lewis-mcchord (253) 964-7077 AAFES MS4M6 BldfiM4666 Aldorwood Mall 3000 184th St. SW Lynnwood Waohington 08037 (425) 403 7758 Sung Chul (Ray) Rafk Suite-8a2 McChord AFB McChord Food Court McChord AFB Washington 98438 (253) 581 5145 AAFES AAFES Building 504 Barnoo Blvd Wootlako Center 400 Pino St. #336 Seattle Waohington 03404 (206)414 2446 Sung Chul (Ray) Pafk Kitsap Mall 10315 Silverdale Way NW Sung Chul Silverdale Washington 98383 (360) 232-4949 Park SpacoSaS B18 fmail to owneri (Ray) McChord Food Court AAFFR McChord AFR McChprcjAFF? Washington 99439-W Bldg 504 RRrnes Blvd 4 (253) 501-5145 AAFES 2600 Southcenter Mall # Southcenter Mall Sung Chul Tukwila Washington 98188 (206)414-0842 Park Fe-£C9 (Ray) MeadowtefGOk-Mall 2399-MeadGwbfGGk- Sfidgeport West-Virgmia 26330 (304^848-6330 JtW--Fme-Fo0dSrW=G Mall Spc F 8007 Emiiy-Rd 608-&w4y-Df Gtarkeburg West-Vir-gima 2-6304 (304-)-506-4003 , WowW Goedsieim Cheat Lake 169 Fairchance Rd Morgantown West Virginia 26508 (304) 777-4095 Howard Goodstein Fox River MallEmilv 4301 Woot WiGConoin Avonuo, AppiotonClarksbur WicconcinWest 648452630 (020304) SanohunHowa BaekGoodstein SBaGe^602-6Q8 Emily Dr 28 List of Franohisod Restaurants ao of Decombor 31, 2012 ZipL Owner Last Center Name State_L Owner First Street Address City Postal Center Phone Name/ Entity Province Name Code Name Mfll"c fid a Virainia 1 574566-30974003 £d 2399 Meadowbrook Mail Rnr Meadowbrook Mali Bridoeoort West Virqinia 26330 F-8007 (304) 843-6330 Bryan Block Moraantown Mall 9500 Mali Rd Snare #403 Morqentown West Virginia 26501 (304) 983-9815 WaiYing , Wong Bay Park Square 205 Bay Park Sgwaregg Green Bay Wisconsin 54304 (920) 498-3069 Ken Schermitzler 4301 W Wisconsin Ave Snr, Fox River Mail £02 Appleton Wisconsin 54915

Ohio Plaza 3272 ST 27th St, Milwaukee Wisconsin 53215 (414) 671-6770 Sang Hun Baek

29 EXHIBIT E

LIST OF COMPANY-OWNED RESTAURANTS

Charlevs FDD March 2014 List of Company Owned Roctaurants as of Doeombor 31, 2012 List Of Comnanv-Owneri Restaurants AS of Der.Rmher 31 9ni3

ZipcodoZi Center Name Street Address City StateX Province P / Postal Center Phone Owner Name Code Ontario Mills One Mills Cir Ste FO07 Ontario California rnjrn f9091 484-9700 CSISUN 11 n 1350 Travis Blvd^Spaco Fc Solano Mall Modesto Ventures, SPC FC-1 Fairfield California 94533 (707) 399-2033 LLC Vintage Fairo Mall 3401 Dole Rd. ff155 Modesto California 9835$ (200) 238 3322 Modooto Vonturoo, W=G Newpark Mall 2086 Nowpark Mall, Newark California G4660 (510) 404 8822 Modesto Vonturoo, Space #2082 U=G Ontario One Mills Circlo, Ontario California 04764 (909) 484 0700 Spaco if Fc 07 Charloy'o Stookoryv 1151 Galleria Road, Spaco Galleria at Roseville Modesto Ventures, £G-Rd Spc FC_Q Roseville California 95678 (916) 786-3535 LLC 547 L Streot, Spaco #SL££g Downtown Plaza = Modesto Ventures, 2097 Sacramento California 95814 (916) 930-9880 LLC San Francisco 845 Market Street, SpaccSL Modesto Ventures, Centre Sac FC-8 San Francisco California 94103 (415) 536-3823 LLC Vintaae Faire Mall 3401 Dale Rd* 4*5 Modesto California 95356 " (20m 238-33?? Modesto Ventures I I p j-j-i* Newoark Mall 2082 Newoark Mall Snn 20%) Newark California 94560 ,f5101 4A4-RR?? Enterprises Mnrfr*\n

St. Clair Square (644786) 280 St Clair SqyafeSfl Fairview Heights Illinois 62208 Anjani II, Ltd. §32942-42942M§ Jordan Creek Town 101 Jordan Creek (545796) Center PafkwayrE&A^* 12512 West Des Moines Iowa 50266 Anjani II, Ltd. 4S7S42-30552M5 Wayne County Petrojt

Metropolitan Airport 1 Wni/np Ont infu f" Ki~i>-lm TTTnay't its ouUMLy- McNamara Terminal onariey s Detroit Metro Airport Detroit Michigan 48242 (734) 941-4225 Steaker-vC S1S U N 2638 WORLDGATEWAY iAGrLLC RLAGEWorldaatewa^B 344-NT-GaFdefh-North Food Court # 340 Mall of America (952ZM) Bloomington Minnesota 55425 Anjani II, Ltd. 854M2-22462MS 344_N_G.aid£n Saint Louis Galleriq .5 Saint Louis Galleria Samuom • Missouri 63117 :(7am (w?_?fUR Anjani II, Ltdr: List of Company Owned Roctaurants ao of Deoombor 31, 2012 ZipcodoZi Center Name Street Address City StateJ_ Province P / Postal Center Phone Owner Name Code ZSWIAQ Chesterfield Mall Chesterfield Mall Chesterfield Missouri 63017^32 (636786) £pcFC5 536242-09622845 Anjani II, Ltd. West County Mall 178 Woct CewAty- a Des Poros Missouri 63134 (314) 065 8256 , Anjani III, Ltd. Center, Spaee- FC 12 Saint Louis Galloria 5 Saint Louis Saint Louis Missouri 63405 (314)726 6306 Anjani II, Ltd. Galleria Westfield Mid Rivers (636786) 1204 Mid Rivers Mall Saint Peters Missouri 63376 MM 273242-46652845 Anjani II, Ltd South County Center 85 Sewthg County Center (344786) Way, Spacojagg FC -10 St. Louis Missouri 63129 Anjani III, Ltd. 845242-92772845 178 West County CentAr West County Mall SPC FC-12 Des Peres Missoi saiai (786) Q42_?R45 Anianilll. ltd Bridgewater 400 Commons Wayr-Spase, (908786) Commons Spc 3505 Bridgewater New Jersey 08807 Anjani III, Ltd. 526242-43032845 Eastview Mall 7979 Pittsford-Victor Rd # Charloy'o 681 Victor New York 14564 (585) 223-9160 SteakefyCSISUN, teLLQ 3 SeutoS Tunnel Rd J FC- Asheville Mall 7 (328785) Asheville North Carolina 28805 Anjani II, Ltd. #=1 296242-45352845 great Lakes Mall 7850 Mentor Ave Snn flSfl Mentor Ohio 44060 (440) 974-7704 Anjani II. Ltd, 7899WRidoewoo^ Dr 44129-555 ParmatQwn Mall Parma Ohio (786) 942-2845 Aniani II. Ltd 230 W Huron Rd Tower City Center Qleveland Ohio 44113 (786) 942-2845 Aniani II I tri

Summit Mall 3265 Wr Market St^#578 (336786) Akron Ohio 44333 Anjani II, Ltd, 869M2-Q4Q52M5 Beachwood Mall 26300 Cedar Rd- ^LFC-3 Beachwood Ohio 44122 (216) 896-9513 Anjani II, Ltd. Charloy'o Chillicothe 960 NT Bridge Sir Chillicothe Ohio 45601 (740) 773-3657 SteakorvCSISUN WrLLG Tower City Contor 230 W. Huron Rd. Cleveland 0bie 44443 M6) 574 2868 Anjani II, Ltd. Hendoroon Road 1836 W. Hendoroon Columbuc OWe 43220 (614) 450 2001 Charloy'o Stoakory, Read 4f4G7 Plaza at Sawmil 6496 Sawmill Rd Columbuo GNe 43235 (614) 336 0060 Charloy'o Steakery, List of Company Owned Rootaurants ac of Docembor 31. 2842

Stated ZipoodeZi Center Name Street Address City Province P / Posfral Center Phone Owner Name Code \m~ Charloy'o River Valley Mall 1635 River Valley CifrSr Lancaster Ohio 43130^42 5 (740) 687-0402 SteakewCSISUN kWJ_C MoGGillieAUpper 2630 Lincoln Way E-HZL Charloy'o MassillionSprinafield 44646455 (330237) Valley Mall Doner Valley Pike Ohio ^eakefvCSISUN 04 333325-74032335 WrLLC Great Lakoo Moll 7850 Mentor Mentor OWe 44060 (440) 074 7704 Anjani II, Ltd. Avenue, Space #858 Ontario 2120 W. 4 th Stroot Ontario OWe 44906 1712 (419) 521 3777 Charley's Stoakory, JflGr Parmatown Mall 7747 W. Ridgcwood Parma 0Ne 44420 (440) 743 7234 Of. Anjani II, Ltd. Southpark Center 760 Southpark Center^ Strongsville Mall FC-01 Ohio 44136 (440) 878-0910 Anjani 4#, Ltd.

Plaza at Sawmill 6496 Sawmill RH Charlev's SteakAry, ColumtyfR Ohio 43235 (6141 336-9960 Inc. Beaver Vallev jyiall 604 Beaver Vallev Mall Monaca Pennsylvania 15061 (786) 942-2845 Anjani II, Ltd

Clearview Mall 1521 N. Main Str Butler 16001-158 (724786) Pennsylvania Anjani II, Ltd. 2 285942-87542845 Westmoreland Mall, Westmoreland Mall State Route 30 ErSpaee. Greensburg (724786) Pennsylvania 15601 Anjani III, Ltd. SBGFC-3 600242-09052345 MmePremium 1911 Leesburg-Grove City Grove City (724786) Outlets Grove City Road, Spaco #Rd Soc 30 Pennsylvania 16127 Anjani III, Ltd. 748g42-04832545 Beavor Valley Mall 604 Beavor Valloy AAonazio IVI vi lave* Ponnsylvania 15061 (724)774 4364 MaW Anjani II, Ltd. Monrocvillc Mall A16 Monroevillc Mall Monroovillo Pennsylvania 45446 (412) 373 4345 Anjani III, Ltd. Ross Park Mall 1000 Ross Park Mai Pittsburgh Pennsylvania 45237 (412) 367 7460 Dr. ffVC 06 Anjani III, Ltd. 100 Robinson Centre Ofiver Mall at Robinson Pittsburgh (442786) S&ageDr Son FC-1 Pennsylvania 15205 Anjani III, Ltd. 787942-08062845 Ross Park Mall 1000 Ross Park Majl pr* VC-06 Pittsburgh Pennsylvania ' 1£22Z (786) 942-2845 Anigni HI I M Galleria at Pittsburgh 447 Pittsburgh Mills Tarentum (724786) Mills CirolcCir Pennsylvania 15084 Anjani III, Ltd. 275H2-78242845 List of Company Owned Rootaurants as of Doeombor 31. 2012 ZipcodoZi Center Name Street Address City State_L p / Postal Province Center Phone Owner Name Code MonroAvillA Malj A16MonrofivillP. MonrQQYillg Pennsviyanig 15146 (786) 942-2*45 Anianilll I tri Gqllery qt Marhftl 901 Market St RprHfln Philadelphia Pennsylvania mm. (786) 94?-?845 Aniani III I tri Charley's Stonebriar Centre 2601 Preston Rea^paee- #Rd Spc 20an Frisco Texas 75034 (972) 668-1497 SteakervModestn Ventures feLLC Tacoma Mall 4502SSteftlpRt*4iR Tacoma Washington 98409-724 Z (786) 942-2845 Anjani III I tri 625 Black Lake Blvd SW^A Capital Mall (360786) FC-02 Olympia Washington 98502 Anjani III, Ltd. 709942-97252845 Tacoma Mall 4502 S. Stoolo St. Tacoma Washington 83409 (253) 475 0800 Anjani III, Ltd. #-46 Brookfield Square- 95 N. Moorland Rood Spaco Malt FGRd #FC_? Brookfield Wisconsin 53005 (262) 786-1455 CSISUN, LLC EXHIBIT F

LIST OF FORMER FRANCHISEES

Charleys FDD March ?m List of Former Franohioees ao of Decombor 31, 2012 Name Addrooc Current Bucinoos Phono Number or Last Known Homo Phone Number Boono Chou 1737 E. Chelsea Drive, Anahoim, CA 02805 714 310 3835 Hector Bautista 2821 Lono Feathor Drive, Orlando, FL 32837 407 240 0450 Richard Marinacci 14651 Pino Cono Trail, Clermont, FL 34711 352 243 2300 Charloc Gordon 4560 ACL Blvd., Savannah, GA 31405 912 233 0006 Gary & Sharon Smite 1904 Virginia Avo., Bollvuo, NE 68005 402 033 0111 Gary & Sharon Smith 1904 Virginia Avo., Bollvue, NE 68005 402 033 0111 Nick Bawadhi 23 W. 562 North, Carol Stream, IL 60188 630 653 1070 Dan Pa moll 11460 Bloosom Lano, Godfrey, IL 62035 618 466 2000 Brent Bakor 905 Pinon St., Las Crucos, NM 88001 575 640 0616 Suresh Chand 2449 Chosapeako Dr., Garland, TX 76042 972-408 8708 Nick Patel 28623 Championo Drive, Magnolia, TX 77355 713 515 3322 Tom Jaogor 3610 Rustling Oaks, San Antonio, TX 78250 210 378 7723 Barbra & Linton Soo 102 Lako Pointe Ct, League City, TX 77573 281 334 4874 Mario Controras 10305 NW41 St., Suite 201, Doral, FL 33178 305 406 1583 Mario Controrao 10305 NW41 St., Suite 201, Doral, FL 33178 305 406 1583 Mario Controras 10305 NW41 St., Suite 201, Doral, FL 33178 305 406 1583 Mario Controras 10305 NW41 St., Suite 201, Doral, FL 33178 305 406 1583 Mario Controrao 10305 NW11 St., Suite 201, Doral, FL 33178 305 406 1583 Mi Kyoung Loo 715 Highglobal Drive, Whooling, IL 60000 847 877 0778 Tony Doloh 10846 Scarlett Drive, Qrland Park, IL 60467 631 553 0464 Shane Fankoll 9443 Tipton Ross Rd., Ashland, KY 41101 606 923 5226 Paul MoDSina 49229 Monto St., Chostorfiold, Ml 48047 586 508 0810 Jonathan Nguyen 21708 Summerfiold Drive, Macomb Township, Unknown Ml 48044 Young Chun Kim 8576 Cooperviow Drive, Dublin, OH 43016 614 218 2662 Monica Sovory 2653 Alamoda Drive, Virginia Boach, VA 23456 843.810 6066 Monica Severy 2653 Alamoda Drive, Virginia Boach, VA 23456 843 810 6066 Joe & Lynne Bornoman 47560 Anchorage Cir., Potomac Falls, VA 20165 703 430 7686 CSISUN, LLC 2500 Farmers Dr., Sto. 140, Columbus, OI I 614 023 4700 43235 Arleen Sancho; 23678 Outrigger Dr., Canyon Lako, CA 02587 951 -244 5020 List of Former Franchisees as of December 31, 2012 Name Add rose Current Business - Phone Number or Last Known Home Phone Number iung Hong 2048 Thorncrost Dr., Orange Park, FL 32065 004 778 7820

List of Former Franchisees as of December 31, 2013

Current Pusiness Phone Name Address Number or Last Known

KC Chuna 106 Hamoton Park Dr. Hoover. AL 35216 205-461-5539

Wilson Ghana 15218 Atkinson Gardena. CA 90249 310-819-6901

Daniel Kim 14453 Lake Jessuo Dr.. Jacksonville. FL 32258 904-536-1025 Mario Contreras 10305 NW41 St,, Suite201, Doral, FL33178 305-406-1587

Consessions P.O. Box 20946. Atlanta. GA 30320 > 404-305-8888

Emad A Ifa rah 12247 Windmere Ave.. Svlmar. CA 91342 818-367-9672

Chanel Li 1836 Metzerott Rd.. Act. 802. Adelohi. MD 20783 240-486-2888

Jim Matthews 1460 E. Pond Dr.. #33. Okemos. Ml 48864 517-204-3257

Jeff I i 1273 hillside Circle. Chaska MN 55318 952-250-4587

KC Chung 106 Hampton Park Dr. Hoover, AL 35216 205-461-5539

AAFES P.O. Box 660202 (SD-F), Dallas, TX 75266-0202 214-312-6464

AAFES P.O. Box 660202 fSD-FV Dallas. TX 75266-0202 214-312-6464 ' '"

CSI 2500 Farmers Dr.. Suite 140. Columbus. OH 43235 . 614-923-4700

CSI 2500 Farmers Dr.. Suite 140. Columbus. OH 43235 614-923-4700

Julie Yi 806 E. 1740 St.. Orem. UT 84097 801-687-6728 List of Former Franchiooes ac of Doeombor 3.1 , 2012 AAFES P.O. Box 660202 (SD-F). Dallas. TX 75266-0202 214-312-Q454

Ed Fuaua 839 Wolfcreek DR.. Abinadon VA 24210 ' 276-492-3705 EXHIBIT G

FINANCIAL STATEMENTS

CharlevsFDD March 2014 GOSH ENTERPRISES, INC.

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2012, AND 2011 GOSH ENTERPRISES, INC.

TABLE OF CONTENTS

Page

INDEPENDENT AUDITORS' REPORT 1-2

FINANCIAL STATEMENTS

Balance Sheets 3-4

Statements of Comprehensive Income _ 5

Statements of Changes in Shareholder's Equity 6

Statements of Cash Flows 7-8

Notes to Financial Statements 9-18 r SS&,G Certified Public Accatmtanls arid Advisers

INDEPENDENT AUDITORS' REPORT Cincinnati Office 11500 Northlake Drive Suite 210 To the Shareholder Cincinnati, OH 45249 Gosh Enterprises, Inc. 513-984-1489 Columbus, Ohio fax: 513-984-9634 www.SSandG.com We have audited the accompanying financial statements of Gosh Enterprises, Inc. (the Company) which comprise the balance sheets as of December 31, 2013, 2012, and 2011 and the related statements of comprehensive income, changes in shareholder's equity, and cash flows for the years then ended, and the related notes to the financial statements.

Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013, 2012, and 2011 and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

March 14, 2014

s&o 'w\v. SSandG.com

-2- GOSH ENTERPRISES, INC.

BALANCE SHEETS

December 31, 2013 2012 2011

ASSETS

CURRENT ASSETS Cash and cash equivalents $ 4,650,516 $ 1,353,211 $ 966,714 Restricted cash and cash equivalents 3,334 1,556,043 1,994,415 Accounts receivable, net of allowance of $511,693, $106,569, and $65,737, respectively 1,100,897 1,060,040 766,365 Advance to marketing fund 325,759 Related party receivables 273,150 309,597 250,057 Other current assets 68,021 141,061 89,832

TOTAL CURRENT ASSETS 6,421,677 4,419,952 4,067,383

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $752,185, $677,114, and $711,439, respectively 333,644 285,987 333,150

OTHER ASSETS Notes receivable from franchisees, net of alio want :e of $28,234 14,047 23,947 Note receivable - shareholder 9,200,000 9,200,000 9,200,000 Advances to related party 2,188,320 3,997,500 2,592,619

TOTAL OTHER ASSETS 11,388,320 13,211,547 11,816,566

$ 18,143,641 $ 17,917.486 $ 16.217,099

See accompanying notes to the financial statements.

-j- GOSH ENTERPRISES, INC

BALANCE SHEETS

December 31, 2013 2012 2011

LIABILITIES AND SHAREHOLDER'S EQUITY

CURRENT LIABILITIES Accounts payable $ 393,866 $ 285,033 $ 342,646 Accrued expenses 349,790 414,245 324,348 Income taxes payable - - 235,210 Deferred revenue, net 775,245 825,275 514,200 Marketing fund 3,334 1,556,043 1,994,415

TOTAL CURRENT LIABILITIES 1,522,235 3,080,596 3,410,819

LONG-TERM LIABILITIES Security deposits 19,000 19,000 19,000 Uncertain tax positions 196,279 185,175 174,688

TOTAL LONG-TERM LIABILITIES 215,279 204,175 193,688

SHAREHOLDER'S EQUITY Common stock (750 shares authorized; $5 par value; 100 shares issued and outstanding) 500 500 500 Additional paid-in capital 37,220 37,220 37,220 Retained earnings 16,368,407 14,594,995 12,574,872

16,406,127 14,632,715 12,612,592

$ 18,143,641 $ 17.917,486 $ 16,217.099

See accompanying notes to the financial statements. -4- GOSH ENTERPRISES, INC.

STATEMENTS OF COMPREHENSIVE INCOME

For the Years Ended December 31, 2013 2012 2011

REVENUES Royalties $ 13,849,285 $ 13,194,097 $ 11,955,208 Initial franchise and development fees 923,250 1,019,250 930,000 Management, consulting, and other fees 300,484 287,938 400,133 Rental income 30,222 44,153 48,797

TOTAL REVENUES 15,103,241 14,545,438 13,334,138 OPERATING EXPENSES Selling, general, and administrative expenses 9,894,224 9,580,216 9,256,198 Depreciation expense 75,071 82,248 91,635 TOTAL OPERATING EXPENSES 9,969,295 9,662,464 9,347,833 OTHER INCOME Realized gain on investments, net 3,353,404 Interest and dividends 1,286 6,919 97,000 Gain on sale of assets 202,673

TOTAL OTHER INCOME 1,286 209,592 3,450,404 INCOME BEFORE PROVISION FOR INCOME TAXES 5,135,232 5,092,566 7,436,709

PROVISION FOR INCOME TAXES 145,346 380,295 326,589

NET INCOME 4,989,886 4,712,271 7,110,120 OTHER COMPREHENSIVE INCOME Unrealized net holding gain on investments, net of deferred tax expense of $0, $0, and $179,120, respectively - - 919,800 Less reclassification adjustment for realized gains on investments, net, included in net income (3,353,404)

TOTAL OTHER COMPREHENSIVE INCOME (2,433,604)

COMPREHENSIVE INCOME $ 4,989,886 $ 4,712,271 $ 4,676,516

See accompanying notes to the financial statements. -5- GOSH ENTERPRISES, INC.

STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY

Accumulated Additional Other Common Paid-in Comprehensive Retained Stock Capital Income Earnings Total

BALANCE, DECEMBER 31,2010 $ 500 $ 37,220 $ 2,433,604 $ 12,272,588 $ 14,743,912

Gains realized on investments, net - - (2,433,604) - (2,433,604)

Distributions - - - (6,807,836) (6,807,836)

Net income - - _ 7,110,120 7,110,120

BALANCE, DECEMBER 31, 2011 500 37,220 - 12,574,872 12,612,592

Distributions - - - (2,692,148) (2,692,148)

Net income - _ 4,712,271 4,712,271

BALANCE, DECEMBER 31,2012 500 37,220 - 14,594,995 14,632,715

Distributions - - - (3,216,474) (3,216,474)

Net income _ _ 4,989,886 4,989,886

BALANCE, DECEMBER 31, 2013 $ 500 $ 37,220 $ $ 16,368,407 $ 16,406,127

See accompanying notes to the financial statements. -6- GOSH ENTERPRISES, INC.

STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2013 2012 2011

CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 4,989,886 $ 4,712,271 $ 7,110,120 Adjustments to reconcile net income to net cash provided by operating activities Gain on disposal of property and equipment - (202,673) - Gain on sale of investment securities, net - - (3,353,404) Depreciation 75,071 82,248 91,635 Provision for bad debt allowance 469,325 127,367 45,000 Change in uncertain tax positions 11,104 10,487 12,026 (Increase) decrease in operating assets: Accounts receivable (510,182) (421,042) 18,924 Advance to marketing fund (325,759) - - Related party receivables 36,447 (59,540) 231,146 Refundable income taxes - - 256,866 Other current assets 73,040 (51,229) (51,248) Increase (decrease) in operating liabilities: Accounts payable 108,833 (57,615) 119,994 Accrued expenses (64,455) 89,897 71,354 Income taxes payable - (235,210) 235,210 Deferred revenue, net (50,030) 311,075 222,700

NET CASH PROVIDED BY OPERATING ACTIVITIES 4,813,280 4,306,036 5,010,323

See accompanying notes to the financial statements. -7- GOSH ENTERPRISES, INC.

STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2013 2012 2011

CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of property and equipment (122,728) (107,410) (53,950) Proceeds from sales of property and equipment 275,000 Payments received on notes receivable from franchisees 14,047 9,900 10,800 Proceeds from sales of investment securities 10,447,004 Purchases of investment securities, net (2,490,413) Issuance of note receivable - shareholder (9,200,000) Repayments from (advances to) related party, net 1,809,180 (1,404,881) (252,361)

NET CASH PROVIDED BY (USED TN) INVESTING ACTIVITIES 1,700,499 (1,227,391) (1,538,920)

CASH FLOWS FROM FINANCING ACTIVITIES Distributions to shareholder (3,216,474) (2,692,148) (6,807,836)

NET CASH USED IN FINANCING ACTIVITIES (3,216,474) (2,692,148) (6,807,836) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,297,305 386,497 (3,336,433) CASH AND CASH EQUIVALENTS, beginning of year 1,353,211 966,714 4,303,147 CASH AND CASH EQUIVALENTS, end of year S 4,650,516 $ 1,353,211 $ 966,714

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the year for income taxes $ 134,236 $ 369,814 $ 321,194

See accompanying notes to the financial statements. ÔSHENTERPRÊÎNC

NOTESTO FINANCIALSTATEMENTS

NOTEA Summary of ^gm^antaceountmgpo^^

^^^^^^^^^ GoshEn^ri^^ ^Company^^c^d and effete Ap^^^lO^ taxed nnder^provisions of Snbchap^Sof^Inte^ income tax purposes The Company primary fran^ restanrantsmamiymtheUnitedStates The Company's franchisees oper^^^ Decemher3420t^ of which 42 were operated hyre^ Decemher3420^and 448 stores at Decemher3420tl Franchisees opened 57 new iocafi^^ and closed 30 locations for the year ended Decemher 342013, opened 53 new locations and closed20 locations for the year ended Decemher342012, and opened4t new locations and closedl41ocations for the year ended Decemher31,2011

^^^^^^ Thepreparationofthefinancialstatementsinconformitywithgenerallyaccepted accounting principles requires management tomake estimates and assumptions that affect the reported amounts ofassets and liabilities and disclosure ofcontingent assets and liahilities at the date o the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates

C^^^^^^^^^^ The Company considers highly liquid investments with maturities ofthree months or less as cash equivalents.

^^^^ The Company classified its marketable securities as available-for-sale Accordingly, these investments were recorded at their fair value (as determined by quoted market price) and unrealizedgainsand losses wererecordedasacomponent of other comprehensive income. The Company used the specific identification method to determine the cost ofasecurity sold

^^^^^^^^ Accounts receivable are primarily comprised ofamounts due ^omt^anchisees requiring payment within5-15 daysfromtheendofeachfranchiseereportingperiod TheCompany reports receivables at net realizable value Management determines the allowance for doubtful accounts basedon historical losses, current expectations, and economic conditions Cnacontinuing bas management analyzes delinquent receivables and, once these receivables are determined to be uncollectible, they are written off throughacharge against an existing allowance a The allowance account is reviewed regularly and adjusted against earnings as appropriate Management will cease recognition of interest if in its determination, the collection is questionable.

-9- COSHENTERPRISE^INC

NOTES TO FINANCIALSTATEMENTS

NOTEA Summary of ^gn^eantae^

^^^^^^^^^ The Company^ finance receivab^con^ofano^^^ interest hearing receivable fi^om an affifiated company (see Note C). Financing receivables are carried at amortized cost, net of allowance for losses. Provisions for losses are charged to operations in amounts sufficient to maintain an allowance for losses at a level considered adequate to cover probablelosses inherent in the Company'sfinance receivables. The related party receivable doesnotincurinterestand does not haveapredeterminedmaturitydate.The related party will make payments on the loan as cash is available.

The allowance f^r losses is based on management'sevaluation of the collectability of the related party loan, including the natureofthe loan, credit concentrations, trendsinhistorical loss experience, specific impaired loans, economic conditions, and other risks inherent with the loan. Allowance for impaired financereceivable s is generally determined based on collateral values or the present value ofestimated cash flows. If needed, the allowance is increased byaprovision f^r losses, which is charged to expense, and reduced by charge-offs, net of recoveries. Management believes the note receivable toashareholder and the related party receivable are fully collectible and therefore no allowance is considered necessary as ofDecember^l,2013.

^^^^^^^^^^ Property and equipment are stated at cost and are depreciated using the straight line or an accelerated depreciation method based on the following estimated useful lives:

Furniture,fixtures, and equipment 5^IOyears Leasehold improvements Lesser ofasset life or lease term

Leasehold improvements are amortized over the lesser ofthe life ofthe lease, including expected renewaloptionsasdeterminedby management,or the estimatedlivesof the assets. Routine expenditures for maintenance and repairs are charged to expense as incurred. Expenditures f^r renewals andbetterments, which materially extendtheuseful lives ofassets or increase their productivity,are capitalized. Depreciation expense was $75,071,$82,24^ and $91^ years ended December3l,2013,2012, and 2011,respectively

^^^^^^^ The Company generally collected an advertising fee of up to 3.00^ (0.25^ for the years ended December3l, 2013, 2012, and 2011)ofgrosssa1esfrom all franchisees tofundCharley's MarketingFund(CMF)forgeneralmarketing,adv Company on behalfoftheCharley'sfranchise system.

-10- COSHENTERPR^E^INC.

NOTES TO FINANCIAL STATEMENTS

NOTEA Summary of ^grn^ant^

^^^^^^^^^^ In addifio^theCompany reives funds from v^ vendors' products by tbe franebisees. Aeeordingly, easb and easbequivalents of $3^^ $455^04^ and $t^94Î5were restricted f^r marketing fund purposes on^ 31,2013, 2012, andÔi^respectively Tbe marketing fund liability,^ coiiectedandnotyetexpendedasofDecember3420i^20iând20ii isreducedas advertisingoccursandisinciudedincurrentiiabiiitiesintbeaccompanyingbaiancesbeets. During 201^ tbe Company advanced $32^ excess of wbat was available in tbe fund.Tbe Company recorded tbis amount asareceivabie from tbe marketing fund, inciudedinadvance to marketing fundintbe accompanying balance sbeets.

^^^^^^^ TbeCompany selfinsures itsbealtb insuranceplan, wbicbisofferedtoeligiblepermanent corporate employeesEmployees may select from eitberagroup Preferred Provider Organs (PPC)planorabigbdeductiblebealtb savings account. Tbe Company pays all claims above tbe participants'deductible and maintainsastop loss policy tbat reimburses tbe Company for all claims above $25,000 onaper^participant basis eaeb year An aggregate stop loss policy is also maintained witb limits based upon tbe number of current participants Tbe plan and claims are administered byatbirdparty administrator Tbe Company recordsaliability for all ^ claims and for an estimate of incurred but not reported claims based upon a number of assumptionsincludingtbefrequency and severity ofclaims,clalm development bistory,and settlement practices Aliabilit^ expenses in tbe accompanying balance sbeets at December 31, 2013, 2012, and 2011, respectively. Tbe Company^ claim experience is monitored montbly Claim experience, combined witb updated estimates of insurance industry costs are reviewed in determining contract terms annually Because of tbe inberent uncertainties in estimating costs, it is reas possible tbat tbe Company'sestimates of costs will cbange in tbe nearterm.

^^^^^^^^^ Revenues consistof francbise royalties, initial francbise fees, management fees,and rental income Tbe Company executes francbise agreements f^r eacb francbise restaurant wbicb establishes tbe terms of tbe agreement witbtbe francbise fees as revenue after performing substantially all initial services or by tbe ^ancbiseagreemen^wbicb is generally upon tbe opening of tbe store. Initial francbise fees include tbe inilial contractual francbise fee, related licenseanddevelopmentf^es,and francbise transfer fees.

-11- GOSH ENTERPRISES, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE A - Summary of significant accounting policies (continued)

Revenue recognition (continued) Initial franchise and development fees and the related direct costs are deferred until the franchisee begins operations. An analysis of deferred revenues is as follows for the years ended December 31:

2013 2012 2011 Balance, beginning of year $ 825,275 $ 514,200 $ 291,500 Initial franchise and development fees received 860,300 1,354,700 1,160,250 Revenue recognized for stores opened during year (923,250) (1,019,250) (930,000) Costs recognized during year 60,100 58,550 51,000 Costs deferred during year (47,180) (82,925) (58,550) Balance, end of year $ 775,245 $ 825,275 $ 514,200

The Company's franchise agreements typically require the franchisee to pay an initial, non refundable fee and a continuing fee based on a percentage of sales. The Company generally collects 5% to 6% of net sales that is charged to franchisees for the use of the Charley's name and system. Continuing franchise royalties are recognized as revenue as the fees are earned.

The Company is paid fees by CMF for its marketing services and administration. In addition Charley's Steakery, Inc. (CSI) paid the Company a management fee (see Note C). These fees are recognized as services are rendered.

Rental income is earned from operating leases with franchisees for the use of leasehold improvements and equipment. Rental income is recognized on a straight line basis over the terms of the respective operating lease agreements.

Advertising The Company incurs advertising costs for the selling of franchises, which are included in selling, general, and administrative expenses in the accompanying statements of comprehensive income and are expensed as incurred. Advertising expense was $25,410, $12,478, and $60,945 for the years ended December 31, 2013, 2012, and 2011, respectively.

Income taxes Effective April 1, 2010, the Company, with the consent of its shareholder, elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code for federal and state income tax purposes. The shareholder is taxed individually on the Company's taxable income.

-12- GOSH ENTERPRISES, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE A - Summary of significant accounting policies (continued)

Income taxes (continued) Prior to the election, the Company was taxed as a C-Corporation. The provision for income taxes was for items subject to taxation or built-in gains tax for activities conducted prior to April 1, 2010 or for state, local, or foreign taxes.

For activities occurring after the date of the Subchapter S election, income for the Company is allocated to the shareholder who is responsible for the payment of the federal and certain state taxes. Also, no provision has been made for any amounts which may be advanced or paid as distributions to the shareholder to assist in paying personal income taxes on the income of the Company for the years ended December 31, 2013, 2012, and 2011.

The Company accounts for uncertainty in income taxes using the provisions of FASB ASC 740, Income Taxes. Using that guidance, tax positions initially need to be recognized in the consolidated financial statements when it is more-likely-than-not the positions will be sustained upon examination by the tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement.

It also provides guidance for derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

A reconciliation of the beginning and ending amount of uncertain tax positions is as follows for the years ended December 31:

2013 2012 2011 Balance at beginning of year $ 185,175 $ 174688 $ 162,662 Increase based on change in estimated tax positions for the year ended 11,104 10,487 12,026 Balance at end of year $ 196,279 $ 185,175 $ 174,688

The Company has estimated the reasonably expected net change in unrecognized tax benefits through December 31, 2013 based on lapses of the applicable statutes of limitations of unrecognized tax benefits, resolution of examination by taxing authorities, and other regulatory filings. The Company estimates that there will not be any net decrease in any unrecognized tax benefits for the next 12 months. Additionally, the Company recognized interest and penalties of an immaterial amount related to income taxes from prior periods for the years ended December 31,2013, 2012, and 2011.

The Company is subject to examination from various taxing authorities. As a general rule, in jurisdictions where the Company files tax returns, the periods through March 31, 2010 are now closed.

-1 J- GOSH ENTERPRISES, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE A - Summary of significant accounting policies (continued)

Income taxes (continued) For years prior to April 1, 2010, the Company accounted for income taxes using an asset and liability approach. This approach requires that deferred income taxes be provided for all temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The provision for income taxes includes the following for the years ended December 31:

2013 2012 2011 Current state, local, and foreign taxes $ 145,346 $ 127,154 $ 55,400 Current federal taxes - 253,141 271,189 $ 145,346 $ 380,295 $ 326,589

State and local taxes includes the Ohio commercial activity tax and the change in estimate of uncertain tax positions for the years ended December 31, 2013, 2012, and 2011.

Comprehensive income Comprehensive income consists of net income, net unrealized gains on investments, and adjustments for net realized gains on investments and is presented in the statements of comprehensive income.

Concentrations of credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its temporary cash investments with financial institutions and investment brokers and during the years ended December 31, 2013, 2012, and 2011 it had amounts on deposit in excess of federal insurance limits.

The Company grants credit to its franchisees. Consequently, the Company's ability to collect the amounts due from franchisees is affected by fluctuations in the economy.

Events occurring after reporting date The Company has evaluated events and transactions that occurred between January 1, 2014 and March 14, 2014, which is the date that the financial statements were available to be issued, for possible recognition or disclosure in the financial statements.

-14- GOSHENTERPRISE^INC

NOTES TO FINANCIALSTATEMENTS

NOTE^ Inv^men^

TheCompany mve^edinvarious corporate securifi^ AtDeeemher34 2013,2012,and 2011 therewerenoremalnlng Investment seenrilles. Dnrmg the year ended Deeemher31,2011the Company held seenrities classified as avallahlefbrs^ Amounts were reported at fair value.

Unrealized gains and losses for securities held during the year ended Decemher^l,2011,net of deferred taxes, are recorded on the statements of comprehensive income as other comprehensive income.

Realized gains and losses were calculated using the specific identification method to determine the cost ofthe security sold. FortheyearendedDecemher^l,2011,gross realized gains were $3,^,412and gross realized losses were $485,008

NOTEC delated party transactions

^^^^^^^v^^ The Company received royalties in the am threecompaniesundercon^oncontrol(whichowned49,46, and 40 stores, respectively^for the years endedDecemher^l,2013,2012,and 2011,respectively. Accounts receivable from these companies at December 31, 2013, 2012, and 2011 were $273,150, $309,^7,and $250,057, respectively, wbicb are included in related party receivables in the accompanying balance sheets.

^^^^^^^^^^ Tbe Company hasanon^interest bearing receivable from CSlfor $2,188,320, $3,997,500, and $2,592,619atDecember 31,2013, 2012, and 2011,respectively This receivable, classi^^^ tbe accompanying balance sbeets as advances to related party, represents tbe net effect of related party transactions on an ongoing basis. Tbe Company and CSI are closely held under tbe same ownership.

^^^^^^ TheCompany loaned the shareholder $9,200,000 during 2011,payable on demand. Tbeloan has been classified as non-current as tbe Company does not expect to demand payment during the year ended December31,2014.

^^^^^.^^^^^^^^ Tbe Company was paid fees ofapproximately $320,000, $200,000, and $200,000 by CMF for its marketing services and administration for each ofthe years ended December31,2013,2012,and 2011,respectively. In addition,CSlpaidlheCompanyamanagement lee of $200,000 for tbe year ended December31,2011. There were no sucb l^esfortbe years ended December31,2013 and 2012

15 GOSH ENTERPRISES, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE C - Related party transactions (continued)

Management services and consulting (continued) The Company was paid fees of approximately $88,000 for the year ended December 31, 2012 for accounting and other management services provided to stores owned by companies under common control. All management services and consulting fees are included in management, consulting, and other fees on the statements of comprehensive income.

Contributions The Company contributes to various organizations, including one established by the shareholder for which the shareholder serves as the chairman of the board. Total contributions of $1,050, $1,002,592, and $1,423,976 were made for the years ended December 31, 2013, 2012, and 2011, respectively.

Leases The Company has entered into various operating lease agreements with CSI which expire in 2015. Total leasehold improvements and equipment associated with these agreements as of December 31, 2013, 2012, and 2011 were $102,200, $127,871, and $245,202 respectively, net of the related accumulated depreciation and are included in property and equipment in the accompanying balance sheets.

Depreciation expense for leasehold improvements and equipment under operating leases was $25,671, $45,004, and $63,339 for the years ended December 31, 2013, 2012, and 2011, respectively. Rental income was $30,222, $44,153, and $48,797 for the years ended December 31, 2013, 2012, and 2011, respectively.

Scheduled remaining minimum future rental revenues on operating leases at December 31, 2013 are:

2014 $ 30,223 2015 19,516 $ 49,739

-16- GOSHENTERPRISE^INC

NOTES TO FINANCIALSTATEMENTS

NOTE^^Comm^ments and contingencies

C^B^^^^ TheCompany leases certain of^ce space, vehicles, and office andcom^ long term,non cancelahle operating lease ag^ isaschedniehyyearofremaining fntnre minimum rental payments reqni^ lease agreements as ofDecemher^l,2013:

2014 $ 24^83 2015 17^230 2016 2^372 2017 285,648 2018 290,834 Thereaffer 877,688 $2,097,455

Rent expense was $255,766, $267,187,and $169,510 for the years ended December 31,2013, 2012, and 2011, respectively.

C^^^^^ The Company is, at times, subject to lawsuits and other charges from customers and employees, which are typical within tbe industry. In the opinion ofmanagement, any open matters will not baveamaterial effect upon the financial position ofthe Company.

Fromtime totime,tbe Company leases storelocationsforafranchiseebeforetbelocation is available to the franchisee. In these cases, the Company sub-leases the premises to the franchisee uponagreementtoopen tbat locationunder tbe samelease agreement terms. Accordingly, the Company is held responsible for lease payments ifthe franchisee does not keep the lease current. Tbe Company'sonlyrecourseinthe event ofadefault is to the franchisee.No provision has been made in tbe accompanying financial statements f^r liabilities which may accrue to the Company under these leases.

Tberewerefourlocationsinwhicbthe Company had entered into such lease agreements as of December31,2013,six as ofDecember31,2012,and seven as ofDecember31,2011,witb rent payments ranging from $2,531to $24,257 per month with various expiration dates through 2017. Tbe maximum liability under these agreements for wbicb tbe Company could become exposed was $1,043,138, $1,558^877, and $2,174,724 at December 31, 2013, 2012, and 2011, respectively.

TheCompany requiresa security deposit fromtbefranchiseesfor some locations whicbare included in long-term liabilities in the accompanying balance sbeet.There were no defaults as of December31,2013.During the year ended December31,2012,one default on these sublease agreements occurred, and an expense of $30,000 was recognized. There were no defaults as of December31,20ll

-17- GOSH ENTERPRISES, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE E - Foreign revenue

Revenue from franchisees operating stores outside the United States was $1,648,874, $1,486,169, and $1,290,828 for the years ended December 31, 2013, 2012, and 2011, respectively.

NOTE F - Employee benefit plan

The Company sponsors a plan to provide retirement benefits under the provision of Section 401(k) ofthe Internal Revenue Code. Employees become fully vested in employer contributions upon completion of three years of service.

Employees may elect to defer any percentage of their pretax annual compensation, as defined by the plan, not to exceed the annual limitation as defined by the Internal Revenue Service. The Company may make discretionary annual contributions. For the years ended December 31, 2013, 2012, and 2011, the Company made contributions of $79,474, $71,467, and $66,098, respectively, to the plan.

-18- EXHIBIT H

STATE SPECIFIC AMENDMENTS TO FRANCHISE DISCLOSURE DOCUMENT

Charleys FDD Mavrh 2014 ADDITIONAL DISCLOSURES REQUIRED BY THE STATE OF CALIFORNIA

1. Item 3 ofthe Franchise Disclosure Document is supplemented by the following language.

Neither Gosh Enterprises, Inc. nor any person listed in Item 2 is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities Exchange Act of 1934, 15 U.S.C.A. 78a et seq., suspending or expelbng such parties from membership in such association or exchange.

2. Item 17 of the Franchise Disclosure Document is supplemented by the following language.

California Business and Professions Code Sections 20000 through 20043 provide rights to the franchisee concerning termination or nonrenewal ofa franchise. If the Franchise Agreement contains a provision that is inconsistent with the law, the law will control.

The Franchise Agreement provides for termination upon bankruptcy. This provision may not be enforceable under federal bankruptcy law (ll U.S.C.A. Sec. 101 et seq.).

The Franchise Agreement contains a covenant not to compete which extends beyond the termination of the franchise. This provision may not be enforceable under California law.

The Franchise Agreement requires arbitration. The arbitration will occur in the offices of the American Arbitration Association located closest to our principal place of business (currently, Columbus, Ohio). If we file a claim in a judicial or arbitration proceeding for amounts you or any of your owners owe us or any of our affiliates, or if we enforce the Franchise Agreement in a judicial or arbitration proceeding, and we prevail in any such proceeding, you will have to reimburse us for all or our costs and expenses, including reasonable accounting, paralegal, expert witness and attorneys' fees. Prospective franchisees are encouraged to consult private legal counsel to determine the applicability of California and federal laws (such as Business and Professions Code Section 20040.5, Code of Civil Procedure Section 1281, and the Federal Arbitration Act) to any provisions of a Franchise Agreement restricting venue to a forum outside the State of California.

The Franchise Agreement requires application of the laws of Ohio. This provision may not be enforceable under California law.

You must sign a general release if you renew or transfer your franchise. California Corporations Code Section 31512 voids a waiver of your rights under the Franchise Investment Law (California Corporations Code Sections 31000 through 31516). Business and Professions Code Section 20010 voids a waiver ofyour rights under the Franchise Relations Act (Business and Professions Code Sections 20000 through 20043).

The California Corporations Code 31512 provides that: "Any conditions, stipulation or provision purporting to bind any person acquiring a franchise to waive compliance with any provision of this law or any rule or order hereunder is void." The Franchise

-iCharleys/CA 06 1 03/4314 Agreement requires a shortened statute of limitations period. Pursuant to Corporations Code Section 31512, this provision is void, to the extent that it is inconsistent with the provisions of Corporations Code Sections 31303 and 31304.

2. OUR WEBSITE HAS NOT BEEN REVIEWED OR APPROVED BY THE CALIFORNIA DEPARTMENT OF CORPORATIONSBUSINKRR OVERRTOHT ANY COMPLAINTS CONCERNING THE CONTENT OF THIS WEBSITE MAY BE DIRECTED TO THE CALIFORNIA DEPARTMENT OF CORPORATIONS AT www.oorp ca govBUSTNESS OVERSIGHT AT WWW PRO CA mv

3. THE CALIFORNIA FRANCHISE INVESTMENT LAW REQUIRES THAT A COPY OF ALL PROPOSED AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE BE DELIVERED TOGETHER WITH A COPY OF THE DISCLOSURE DOCUMENT.

4. SECTION 31125 OF THE FRANCHISE INVESTMENT LAW REQUIRES US TO GIVE TO YOU A DISCLOSURE DOCUMENT APPROVED BY THE COMMISSIONER OF CORPORATIONS BEFORE WE ASK YOU TO CONSIDER A MATERIAL MODIFICATION OF YOUR FRANCHISE AGREEMENT.

li a rleys/CA 06 2 03/4314 ADD^ONALDISCLOSURES REARED

THESE FRANCHISES HAVE 8EEN FILED HNDER THE FRANCHISE INVESTMENT LAW OF THE STATE CF HAWAII FILING DOES NOT CONSTITUTE ARRROVAL^ RECOMMENDATION OR ENDORSEMENT 8Y THE DIRECTOR OF COMMERCE AND CONSUMER AFFAIRS OR AFINDINCRYTHE DIRECTOROF COMMERCEANDCONSUMERAFFAIRSTHATTHEINFORMATIONRROVIDED HEREIN ISTRUE^COMRLETEANDNOTMISLEADINO

THE FRANCHISE INVESTMENTLAWMAKESITUNLAWFULTO OFFER OR SELL ANY FRANCHISE INTHIS STATE WITHOUTFIRSTRROVIDINC TO THE RROSRECTIVEFRANCHISEEÔRSUBFRANCHISORÂTLEASTSEVENDAYSRRIORTO THEE^CUTIONRYTHERROSRECTIVEFRANCHISEE, OF ANYRINDINO FRANCHISE OR OTHER AGREEMENTS OR AT LEAST SEVEN DAYS RRIOR TO THE PAYMENT OF ANYCONSIDERATIONRYTHEFRANCHISEEÔRSURFRANCHISOR^WHICHEVER OCCURSFIRSTÂCORYOFTHEDISCLOSURE DOCUMENTS TOGETHER WITHACORY OF ALLRROROSED AGREEMENTS RELATING TOTHESALEOFTHEFRANCHISE

THIS DISCLOSURE DOCUMENT CONTAINSASUMMARY ONLY OF CERTAIN MATERIAL RROVISIONS OF THE FRANCHISE AGREEMENT THE CONTRACT OR AGREEMENTSHOULD RE REFERRED TOFORASTATEMENTOFALL RIGHTS CONDITIONS, RESTRICTIONS AND OBLIGATIONS OF ROTH THE FRANCHISOR AND THE FRANCHISEE

Revered agent inthes^ Commissioner of Securities, Department of Commeree and Consumer Affairs, Business Registrar Securities Comptianee Branch, 335 Merchant Street, Room 203, Honolulu, Hawaii 00^^

C^^^ ADDITIONAL DISCLOSURES REQUIRED BY THE STATE OF ILLINOIS

Risk Factors. State Cover Page. The followmpr statement is added at the, end ofthe first, risk factor on the State Cover Rape:

SECTION 4 OF THE ILLINOIS FRANCHISE PIS CLOSURE ACT PROVIDES THAT ANY PROVISION IN A FRANCHISE AGREEMENT THAT PESIGNATES JURTSPTCTTON OR VENUE IN A FORUM OITTSTPE OF TLLTNOTS IS VOIP WITH RESPECT TO ANY CAUSE OF ACTION WHICH OTHERWISE IS ENFORCE ABLE IN ILLINOIS,

The following statement is added At the end of the second risk factor on the State Cover Ra^:

NOTWITHSTANPTNO THE FORECOING. ILLINOIS LAW SHALL GOVERN THE FRANCHISE AOREEMKNTS

Item 17. Additional Disclosures. The following statements are added to Item 17:

The Illinois Franchise Disclosure Act provides that any provision in the Franchise Agreement that designates jurisdiction or venue in a forum outside of Illinois is void with respect to any action which is otherwise enforceable in Illinois.

The Illinois Franchise Disclosure Act requires that Illinois law apply to any claim arising under the Illinois Franchise Disclosure Act.

The conditions under which your Franchise Agreement can be terminated and your rights upon nonrenewal may be affected by Sections 19 and 20 of the Illinois Franchise Disclosure Act.

Each provision of these Additional Disclosures shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Illinois Franchise Disclosure Act are met independently without reference to these Additional Disclosures. The Additional Disclosures shall have no force or effect if such jurisdictional requirements are not met.

Charleys/IL mQZfV*l£ AOD^ONALDISCLOSURES REARED BYTHESTATEOFMARYLANP

êmÂdd^nalDôsure^ The fbRowmg statements are added to Item^

Afranehisee may hrmgatawsnitinMa^tand tor etaims arising nnder^ Franchise Registration and Diselesnre Law.

The Code of Maryland Regulations CCMAR 02 02 ^B10L , states that a general release required asaeondition of renewal, sale, and/orassignment/transfer shall not apply to anyliahility under the MarylandRranehise Registration and Disclosure Law This mayaf^ect the enforceahilityofcertainprovisionsintheRranchise Agreement relatingtorenewal, sale,assignment or transfer of theRranchise Agreement.

Any claims thatafranchiseemayhaveundertheMaryland Franchise Registration and Disclosure Law must he brought within^years after the grant of the franchise

A provision in the Franchise Agreement which terminates the agreement upon a franchisees bankruptcy may not he enforceable under Title tt, United States Code Section tOL

Fach provision of these Additional Disclosures shall be effective only to the extent,with respect to sucbprovision, that thejurisdictionalrequirements ofthe MarylandFrancbise Registration and Disclosure Law are met independently without reference to these Additional Disclosures. The Additional Disclosures shall bave no force or effect if such jurisdictional requirements are not met.

^^y^D ^^/^^ ADD^ONALDISCLOSURES REQUIRED BYTHE STATE OFMIOHIGAN

THE STATE DF MICHIGAN RROHIRITS CERTAIN UNFAIR PROVISIONS ARE SOMETIMES INFRANCHISE DOCUMENTS IF ANY OF THE FODDOWINO PROVISIONS ARE IN THESE FRANCHISE DOCUMENTS, THE PROVISIONS ARE VOID AND CANNOTRE ENFORCED AOAINSTYOU

^ Aprobib^on on tbe right ofafranchisee to join an association of

(b) A reqniroment tbat a franchisee assent to a release, assignment, novation, waiver,orestoppetwhichdeprivesafrancbisee of rights andprotections provided inthis act. This shall not preclndeatrancbisee, af^er entering intoafrancbiseagreement, from settling any and alt claims.

(c) A provision that permits a franchisor to terminate a franchise prior to tbe expiration of its term except for good canse. Good canse shall include the failure ofthe franchisee tocomply with any lawfulprovisionof the francbiseagreementand tocure sucb failure after being given written notice thereof andareasonable opportunity,which in no event need be more than 30 days, to cure such failure.

(d) A provision that permits a franchisor to refuse to renew a franchise without fairlycompensatingtbefrancbiseeby repurchase or other means for tbefair market value at tbe time of expiration, of tbe franchisees inventory, supplies, equipment, fixtures, and furnishings. Personalised materials which have no value to the franchisor and inventory, supplies, equipment, fixtures,andfurnishingsnot reasonably required inthe conduct of the francbise business are not subject to compensation This subsection apphes only if (i) the term ofthefranchiseislessthan 5year^ and(ii) tbe franchiseeisprobibitedby tbefranchiseor other agreement from continuing to conduct substantially the same business under another trademark, servicemark,trade name,logotype,advertising, or other commercial symbol in the sameareasubsequenttotheexpirationofthefranchise or thefrancbisee doesnot receiveat leastOmontbs advance notice of franchisors intent not to renew the franchise.

(e) Aprovisionthat permits tbefranchisortorefuse to renewafrancbiseonterms generally availableto other franchisees of the same class or type under similar circumstances. Tbis section does not requirearenewal provision.

(f) A provision requiring tbat arbitration or litigation be conducted outside this state. Tbis sball not precludethefrancbiseefromentering into an agreement,atthetime of arbitration,to conduct arbitration atalo^ation outside this state.

(g) A provision which permits a franchisor to refuse to permit a transfer of ownership ofafranchise,except for good cause. This subdivision does not preventafranchisor from exercisingaright of first refusal to purchase tbe franchise. Good cause shall include,but is not limited to^

(i) tbe failure of the proposed transferee to meet the franchisors then current reasonable qualifications or standards.

(ii) thefactthattheproposedtransfereeisacompetitorofthef^anchisoror subfranchisor.

^Cl^^^ ^103^^ (ih) tbe unwdbngness ofthe proposed^ withatttawfutobbgations.

(iv) tbe future of tbe franebisee er proposed transferee to pay any snms owing to tbe t^anebisor or to enre any default in t^ tbe proposed transfer.

(b) Aprovisionthat requires tbe franchisee to resett to tbe bânebisor items tbat are not uniquely identified with the franchisor. Tbis subdivision does not probibitaprovision that grantstoafranchisorarightoffirstrefusattopurcbasetheassetsofaâncbiseontbesame terms and conditions asabonafidetbirdparty witting and able to purchase those assets^nor does tbissubdivisionprohibitaprovisiontbat grants tbefranchisortherigbttoacquire the assets ofa franchise for the market or appraised value of such assets if the franchisee has breached the lawful provisions of thefâncbise agreement and has failedto cure the breach in tbe manner provided in subdivision (c).

(i) Aprovision which permits tbe franchisor to directly or indirectly convey,assign, or otherwise transfer its obligationstofulfillcontractualobligationstothefranchiseeunless provision bas been made fbrproviding the required contractual services.

THEFAOTTHATTHEREfSANOTlOE OFTHIS DISCLOSURE ON ATTORNEY OENEl^ DOES NOT CONSTITUTE ARRROVAL, RECOMMENDATION ENDORSEMENTRYTHEATTORNEY GENERAL

Any questions regarding tbese Additional Disclosures sball be directed to tbe Department ofthe Attorney General, Consumer Rrotection Division, 670 Law Ruilding, 525 West Ottawa Street, Lansing, Michigan 43013, (5i7) 373 7717

^NOTE: NOTWITHSTANDING RARAGRARH^AROVE,WE INTEND TO^ AND YOU AGREETHATWE ANDYOU WILL, ENEORCEEULLYTHERROVfSfONSOETHE ARRfTRATfON SECTION OR OUR AGREEMENTS WE RELIEVE THATRARAGRARH^ fS UNCONSTITUTIONAL AND CANNOTRRECLUDE US EROMENEORCfNGTHE ARRfTRATfONRROVfSfONS

^h^y^t ^2^43^ ADD^ONALDISOLOSURES REARED BYTHE^TEOFMINNESOTA

Iteml^Add^nalD^osure^ The lowing statements are added to Rem17:

MmnesetaStatnte ^00 21 and Minnesota Rnte 2860 440^ pro^^ litigation to he eondneted ontside Minnesota. In addition, nothing in the disetosnre doenment or the Franchise Agreement can abrogate or rednee any of yonr rights as provided for in Minnesota Statutes, Chapter or your rights to any procedure, forum, or remedies provided for hy the taws ofthe jurisdiction.

Minn. Stat. Sec. ^0C.t4, Suhds. 3, 4, and5requires,exceptincertainspecifiedcases, thatafranchisee he given 90 days^notice of termination (with 60 days to cure) and 130 days^notice for nonrenewal of theFranchise Agreement.

Minnesota Rule 2300.4400D prohibits us from requiring you to assent to a release, assignment, novation,or waiver that would relieve any person from liabihty imposed by Minnesota Statute^80C0f 80022

MinnesotaRule 2800.4400d, amongother things, probibitsusfromrequiringyou to waive your rights to a jury trial or to consent to liquidated damages, termination penalties, or judgment notes^ provided, that this part will not bar an exclusive arbitration clause.

Facb provision of tbese Additional Disclosures sball be effective only to the extent,witb respect tosuchprovision, thatthe jurisdictionalrequirementsof therelevantMinnesotastatute are met independently witbout reference to the Additional Disclosures. Tbe Additional Disclosures shall have no force or effect if such jurisdictional requirements are not met

^Ch^y^^ ^103^4 ADDTTTONAT, DTSCT.OSTTRF, DOCTTMKNT DTSCT.ORTmES REQUIRED BY THK STATE OF NEW YORK

Item 3. Adrttional DifinloRure. Item ,3 is supplemented with the following:

Other than the matters identified in Item 3. neither we nor anv ofour predecessors, nor anv person identified in Item 2 above, nor anv affiliate offering franchises under our trademark, has anv administrative, criminal, or a material civil or arhitration action pending against him alleging a violation of anv franchise law, fraud, embezzlement, fraudulent conversion, restraint of trade, unfair or deceptive practices, misappropriation of nronertv. or comnarahle allegations

Neither we, nor any ofour predecessors, nor any person identified in Item 2 above, npr anv affiliate offering franchises under our trademark, has been convicted of a felony or pleaded nolo contendere to anv other felony charge or. during the ten-vear period immediately preceding the application for registration, been convicted ofa misdemeanor or pleaded nolo contendere to anv misdemeanor charge or been found liable in an arbitration proceeding or a civil action hv final judgment, or been the subject, of anv other material complaint or legal or arbitration proceeding if such misdemeanor conviction or charge, civil action, complaint, or otber sucb proceeding involved a violation of anv franchise law, securities law, fraud, embezzlement, fraudulent, conversion, restraint of trade, unfair or deceptive practices, misappropriation of property, or comparable allegation.

Neither we. nor anv of our predecessors, nor anv person identified in Item 2 above, nor anv affiliate offering franchises under our trademark, is subject to anv currently effective injunctive or restrictive order or decree relating to franchises, or under anv federal, state, or Canadian franchise, securities, antitrust, trade regulation, or trade practice law as a result of a concluded or pending action or proceeding brought by a public agency; or is subject to anv currently effective order of anv national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934. suspending or expelling such person from memhershin in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to anv other business activity as a result of an action brought hy a public agency or department, including, without, limitation, actions affecting a license as a real estate

Item 4. Additional Disclosure. Item 4 is supplemented with the following:

Neither we nor anv ofour predecessors, affiliates, or officers, during the IQ-vear periofj immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code; (h) obtained a discharge of its debts under the Bankruptcy Code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the franchisor held this position in the company or

Charleys/ND O&NY 1 03/44 M litiona! Disclofiurefi. The following statements are added to Item 17:

We will not, assign ouy rights ynder the Franchise Agreement, except to an assignee who in our good faith and judgment is willing and ahle to assume our obligations under the Francbise Agreement.

The New York Franchises Law requires that New York law govern any cause of action which arises under the New York Franchises Law.

The New York General Business Law. Article 33. Sections 680 through 69R mav supersede anv provision of tbe Franchise Agreement inconsistent with tbat law.

Yqu must sign a general release when vou enter the Franchise Agreement, upon entering into p ^iccessor Francbise Agreement, and in connection with anv transfer under those Agreements. These provisions may not be enforceable under New York law.

Our right to obtain injunctive relief exists only after proper proofs are made and the appropriate authority has granted such relief,

Each provision of these Additional Disclosures shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of New York General Business Law, Article 33, Section 680 through 695, and of the Codes, Rules, and Regulations of the State of New York. Title 13. Chapter VTT. Section 200.1 through 201.16, are met independently without reference to these Additional Disclosures.

-2Charley's/MN m+lNY 2 03/14 ADD^ONALD^OLOSURES REQUIRED

Iteml^ Add^m^D^osu^ Tbe lowing ^^men^areadded^

^ TbeNortb Dakota Securities Comm^ unjust, or inequitable to Nertb Dakota frauebisees^Seetieu^il^O^

A. Restrictive Covenants^ Francbise Di^ctooure Documentodisctosure documents tbat disclose tbe existence of covenants restricting competition contrary to NDCC Section 0 08 00, ND.OU, witbout furtber disclosing tbat sucb covenants will be subject to ^i^b^ statute.

R. Situs of Arbitration Proceedings: Francbise Agrecmentoagreements providing tbat tbe partiesmust agree toarbitratotbe arbitration ofdisputesatalocationtbatisremote from tbe site of tbe francbisee^s business.

CReotrietion Restrictions on Forum: Requiring Nortb Dakota fi^ancbisees to consent totbe jurisdiction ofcourts outside ofNortb Dakota

D. Liquidated Damages andTermination Penalties: Requiring Nortb Dakota franchisees to consent to liquidated damages or termination penalties.

E. Applicable Daws: Francbise agreements wbicbtbat specify tbat any claims arioing under tbeNortbDakota francbise law willtbev are to be governed bv tbe laws ofastate otber tban North Dakota.

F. Waiver of Trialbydury: RequiringNortbDakotafrancbi^ee^F^^bisesto consent to the waiver ofatrial by jury.

C Waiver of Exemplary a^d^ Punitive Damages: Requiring North Dakota l^anchi^oeoFrancbisees to consent to a waiver of exemplary and punitive damago^damage

Fl GeneralRelease: Roqnirin^NortbDnkota francbisce^toc^ecntcFra tbat require the franchisee to sign a general release of claims ao a condition otupon renewal or transfer of^tbe franchise agreement f^ Limitation of Claims: Franchise Agreements that require the fi^^^ limitation ofclaims.The statute oflimitations under North Dakota

^ Enforcement ofAgreementB Franchise Agreements that reonire the fra^^ costs and expenses incurred by the franchisor in enforcing the agreement. Tbe prevailing party in any enforcement action is entitled to reaver all costs and expense including attorneys fees

Each provision of these Additional Disclosures shall be effective only to tbe extent,with respect tosuch provision, that the jurisdictionalrequirementsof the relevant North Dakota statute havebeen met independently without referencetothe Additional Disclosures. The Additional Disclosures shall have no Ibrce or effect if sucb jurisdictional requirements are not met.

1^4 AOD^ONALDISCLOSURES REQUIRED BYTHESTATEOFRHODEISLAND

ItemlÂddônalDôsu^ The fbRowing statement is added to Reml^

Section t028.tI4 ofthe Rhode Island Franchise Investment Act provides that: ^A provision in atranchise agreementrestrictingjnrisdictionor venne toafbrnmontside this state or requiring the application ofthe laws ofanother state is void with respect to actaim otherwise enforceable under this ActB^

The provision of this Additional Disclosure shatt be effective onty to tbe extent^with respect to sucbprovision, that the jurisdictional requirements of the Rhode IslandRranchise Investment Dawaremet independently without referencetothis Additional Disclosure. Tbe Additional Disclosure shall have no force or eflect if such jurisdictional requirements are not met.

^nl^^t ^^^^ ADDÔNALDISCLOSURES REARED BYTHECOÔNÂLTHOF^R^N^

^mÂdôn^D^û^Tbe lowing

Under Section 131504 of the VirginiaRetad Franchising Act, itisnnlawfnttera franchisor to cancetafi^anchise without reasonahle canse. If any ground for detantt or termination stated in the Franchise Agreement does not constitute^reasonahtecauseB as that term may he defined in the Virginia Retail Franchising Act or the laws of Virginia, that provision may not he enfbrceahle.

The provision of this Additional Disclosure shall he effective only to the extent,with respect to such provision,that the jurisdictional requirements of theVirginiaRetailFranchising Act are met independently without reference to this Additional Disclosure. The Additional Disclosure shall have no force or ef^ct if such jurisdictional requirements are not met.

^^y^A 0^^44^ EXHIBIT I

STATE SPECIFIC AMENDMENTS TO FRANCHISE AGREEMENT

March 2014 AMENDMENT TO CHARLEYS PHILLY STEAKS RESTAURANT FRANCHISE AGREEMENT FOR THE STATE OF TLLTNOTS

This Amendment to the Charleys Philly Steaks Restaurant Franchise Agreement between GOSH ENTERPRISES, INC. ("GEI" or "we") and ("Franchisee" or "you") dated is entered into simultaneously with the execution of the Franchise Agreement.

1. The provisions ofthis Amendment form an integral part of, and are incorporated into the Franchise Agreement. This Amendment is being executed because: (A) the offer or sale of the franchise to you was made in the State of Illinois,* (B) you are a resident of the State of Illinois; and/or (C) the Restaurant will be located or operated in the State of Illinois.

2. The following sentences are added at the end of Section 18.01:

Section 4 of the Illinois Franchise Disclosure Act provides that any provision in a franchise agreement which designates jurisdiction or venue in a forum outside of Illinois is void with respect to any cause of action which otherwise is enforceable in Illinois. Your consent to jurisdiction and venue in the city closest to our principal place of business is applicable to arbitration hearings and matters related to or subject to arbitration, but such consent will not apply to cases that are not subject to arbitration. Section 41 of the Illinois Franchise Disclosure Act states that any condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with any provision of the Act is void.

3. The following sentence is added to the end of Section 18.04:

Except to the extent governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.), or other federal law, this Agreement will be governed by and construed in accordance with the laws ofthe State of Illinois, and the substantive law of Illinois will govern the rights and obligations of and the relationship between the parties.

4. The following sentence is added at the end of Section 18.05:

Section 27 of the Illinois Franchise Disclosure Act provides that causes of action under the Act must be brought within the earlier of 3 years of the violation, 1 year after the franchisee becomes aware of the underlying facts or circumstances or 90 days after delivery to the franchisee of a written notice disclosing the violation.

5. Any capitalized term that is not defined in this Amendment shall have the meaning given it in the Franchise Agreement.

6. Each provision of this Amendment shall be effective only to the extent that the jurisdictional requirements of the Illinois Franchise Disclosure Act, with respect to each such provision, are met independent of this Amendment. This Amendment shall have no force or effect if such jurisdictional requirements are not met.

{Signature Pago FoJ/oirs.]

-iCharleys/IL 06 1 03/4314 IN WITNESS WHEREOF, you on behalf of yourself and your owners acknowledge that you have read and understand the contents of this Amendment, that you have had the opportunity to obtain the advice of counsel, and that you intend to comply with this Amendment and be bound thereby. The parties have duly executed and delivered this Amendment on

GOSH ENTERPRISES, INC., FRANCHISEE an Ohio corporation If a corporation, limited liability company or partnership: By: By: Print NameL Print Name: Title: Title:

By-- Print Namo:. Print NamcL Me: mte:

If Individuals:

Print Name By: Print Name:

By:_ Print Name:

-2Charlevs/IL 06^ 2 03/14 AMENDMENTTO CHARLEYS^ FRANOHISEAGREEMENT FORTHESTATEOFMARYLAND

Tbis Amendment te tbe Cbarleys Pbdty Steaks Restaurant Rranebise Agreement between GOSH E^ERRRISES^NO^GRLer"we^ and ^Rranebisee^er "yon") dated isenteredintosimnttaneonsly witb tbeexeentinnef tbeRranebise Agreement.

1. Tbe provisions eftbis Amendment term an integral parted and are ineerperated into tbeRranebise Agreement. Tbis Amendment is being executed because^ (A) tbe offeror sate ofa franebisetoyou wasmadeintbeStateofMaryiand;(R)youarearesidentoftbeStateof Maryland;^) tbe Restaurant wilt be located or operated in tbe State ofMarytand.

2 Tbe following sentence is added to tbe end ofSectionsi^02^f5^andi90^

Tbis release sball not apply to any liability under tbe MarylandRrancbise Registration and Disclosure Law.

3. Tbe following sentence is added to tbe end of Section i^.Oi:

You may bringalawsuit in Maryland for claims arising under tbe Maryland Rrancbise Registration and Disclosure Law.

4 Tbe following sentence is added to tbe end ofSection 18.05:

Tbis limitation of claims provision sball not act to reduce tbe ^ year statute of limitations aflbrded a trancbisee for bringing a claim arising under tbe Maryland Rrancbise Registration and Disclosure Law,wbicb claim must be brougbtwitbin^years after tbe grant of tbe francbise.

^ Any capitalized term tbat is not defined in tbis Amendment sball bave tbe meaning given it in tbeRrancbise Agreement.

^. Except as expressly modified by tbis Amendment, tbeRrancbise Agreement remains unmodified and in full force and effect

7 Eacb provision oftbis Amendment sball be effective only to tbe extent tbat tbe jurisdictional requirements of tbe MarylandErancbise Registration and Disclosure Law,witb respect to eacb sucb provision, are met independent of tbis Amendment. Tbis Amendment sball bave no force or effect ifsucb jurisdictional requirements are not met. ^^^^^^^^^.1

^k^k^M^ ^T O^^^l IN WITNESS WHEREOF, you on behalf of yourself and your owners acknowledge that you have read and understand the contents of this Amendment, that you have had the opportunity to obtain the advice of counsel, and that you intend to comply with this Amendment and be bound thereby. The parties have duly executed and delivered this Amendment on

GOSH ENTERPRISES, INC., FRANCHISEE an Ohio corporation If a corporation, limited liability company or partnership: , Print NamoL Print Name: Title: mie: By: By: Print Name:. Print Name: Title: Title:

If Individuals:

By:. Print Name:

By:. Print Nnmo:_ % Print Name:

^Charlevs/MD mm 2o3/i4 AMENDMENTTOCHARI^YS^^ FRANCHISEAGREEMENT FORTHESTATEOFMTNNE^A

Tbis Amendment to tbe Cbarteys Pbitiy Steaks Restaurant Rranebise Agreement betweenGOSHENTRRRRISES^NO ^GELor"^^^^ ^ranebisee"er "yen^dated is entered into simnttaneonsty witbtbe exeentinneftbeRranebise Agreement.

1. Tbe provisions oftbis Amendment tbrm an integral parted and are incorporated into, tbeRranebise Agreement Tbis Amendment is being executed because^ (A) tbe offeror sate ofa francbise to you was made in tbe State of Minnesota^^youarearesident of tbe State of Minnesota^ and^or^tbe Restaurant wilt be located or operated in tbe State ofMinnesota.

2 TbefollowingsentenceisaddedtotbeendofSectionsi^02^i50^andt9^

Notwitbstanding tbe foregoing, you will not be required to assent to a release, assignment, novation, or waiver tbat would relieve any person from liability imposed by Minnesota Statute^80C0i 80022

3. Tbe following sentence is added to tbe end ofSectiont4.02:

Witb respect to franchises governed by Minnesota law, we will comply witb Minnesota Statute^80Ct4, Subdivision ^,4, and^wbicb requires, except in certain cases,tbat yoube given^O days notice of termination^witbOO days to cure) of tbeRrancbise Agreement

4. Tbe following sentence is added to tbe end ofSectiont^.02:

Witb respect to franchises governed by Minnesota law, we will comply witb Minnesota Statute^80C.i4, Subdivision ^,4, and^which requires, except in certain cases, tbata franchisee be given i80 days notice for nonrenewal of theRranchise Agreement.

^. The following sentences are added to the end ofSectionsi^OL

Minnesota Statute^80C2i and Minnesota Rule 28004400d prohibit us from requiring litigation to be conducted outside Minnesota or requiring waiver of ajury trial, fn addition,nothingin tbeRranchise Agreement can abrogate or reduce any of your rights as provided for in Minnesota Statutes,Obapter80C, or your rights to any procedure, forum, or remedies provided for by the laws ofthe jurisdiction.

^. The following sentences are added to tbe end ofSections 18.02:

All references to our right to obtain injunctive relief are hereby amended to refer to our right to seek to obtain injunctive relief.

7 Any capitalized term that is not defined in this Amendment sball bave tbe meaning given it in theRranchise Agreement.

^. Rxceptasexpressly modified by this Amendment, theEranchise Agreement remains unmodified and in full force and effect.

^ka^y^^ ^ ^ Eacb provision ofthis Agreement jurisdictional requirements of the Minnesota taw appiicahte to the provision are met independent of this Amendment. This Amendment shah have no force or eflect if such jurisdictional requirements are not met.

INWfTl^SSWHEREOE,you on hehalf of yourself and your owners acknowledge that you have read and understand the contents of this Amendment, that you have had the opportunity to obtain the advice of counsel, and that you intend to comply with this Amendment and be bound thereby. Tbe parties have duly executed and delivered this Amendment on

GOSH ENTERPRISES, INC., FRANCHISEE an Ohio corporation If a corporation, limited liability company or partnership: By: By: Print Name: Print Name: Title: Title:

If Individuals:

IbL

Print Name:

3x1 Print Name:

-^CharlcysflV'IN mm 2 03/14 AMENDMENT TO CHARLEYS PHTTJ.Y STEAKS RFRTATTBANT FRANOHTSF. AfiRWEMF.NT FOR THE STATF OF NEW YORK

This Amendment, to the Charleys Phillv Steaks Restaurant. FranrW A^mpnt between GOSH ENTRRPRLSES. TNC CflEr nr W) .nH CTranrbisee" nr "VQlt") dated is entered into simultaneously witb the execution of tbe FranrhisA Agreement.

i- The provisions ofthis Amendment, form an integral part, of, and are incornornteH into, the Franchise Agreement. This Amendment is being execnteH because: (A) the offer or sale nf a franchise to VOn was made in tbe State of New York: (R) vm, Are a resident, ofthe State of New York; and/or (C) the Restaurant will he located in the State of New York.

2, Any provision in the Franchise Agreement, that is inconsistent, with the New Ynrk General Business Law Article 33 Sections 880 - 695 mav not he enforceable

^ The following sentence is added to the end of Sections 3.02. 13.02(7) 15.03 and in OH:

Anv Provision in this Agreement, requiring von to sign a general release of claims against US does not release anv claim vm, mav have under New York General R.^inpsg Law. Article 33 Sections GRQ-AAR

4 The following sentence is added to the end of Section IA 09.:

Our right to obtain injunctive relief exists only after nroner proofs are made and t.bp appropriate authority bas granted sucb relief

5- The following sentence is added to the end of Section 10 04:

We will not assign Our rights under this Agreement, except to an assignee wbo in onr gQQd faith and judgment is willing and able to assume our obligations under this Agreement.

^ The following sentence is added to the end of Section 18 04:

Notwithstanding tbe foregoing, the New York Franchises Law shall govern anv claim arising under that law.

.7. Any capitalized term that is not, defined in this Amendment shall have the, meaning given it in the Franchise Agreement-.

8- Except as expressly modified hv this Amendment, the Franchise Agreement remains unmodified and in full force and effect.

9- Each Provision ofthis Agreement shall he effective only to the extent that, the lunsdictional requirements of the New York law annlicahle to the nrovision are met. independent of this Amendment This Amendment shall have no force or effect, if such nirisdict.ional requirements are not met.

\_Sj£iiatiimJ?aj2-

Charlevs/NY 1 03/1 I IN WITNESS WHEREOF, vou on hfihalf nf vnursalf and vour owners adcnowlftdra that VOU have read and understand the contents of this Amendment that vou have had t.he opportunity to obtain the advice of counsel, and that vou intend to comnlv with this Amendment and be bound thereby. The Parties bave duly executed and delivered this Amendment nn

GOSH RNTRRPRTRTCS. TNH an Ohio mmoration If a corporation. limited liability mmpany nr partnership: By: By: Print Name:. Print Name: Title: Title:

If Individuals^ By Print Name:

By:

Print Name:

By:.

Print Name:

Charlovs/NY 2 03/14 AMENDMENT TO CHAELEYS PHILLY STEAKS RESTAURANT FRANCHISE AGREEMENT FOR THE STATE OF NORTH DAKOTA

1. The provisions of this Amendment form an integral part of, and are incorporated into, the Franchise Agreement. This Amendment is being executed because: (A) the offer or sale of a franchise to you was made in the State of North Dakota; (B) you are a resident of the State of North Dakota; and/or (C) the Restaurant will be located in the State of North Dakota.

2. The parties acknowledge and agree that they have been advised that the North Dakota Securities Commissioner has determined the following agreement provisions are unfair, unjust or inequitable to North Dakota franchisees:

A. Restrictive Covenants: Anv provioion which disolooooFranchise disclosure documents that disclose the existence of covenants restricting competition contrary to NECCLSection 9 08 06, N.D.C.C., without further disclosing that such covenants will be subject to tbisthe statute.

B. Situs of Arbitration Proceedings: Anv provision roouirineFranchise agreements providing that the parties must agree to arbitrate the arbitration of disputes at a location that is remote from the site ofthe franchisee's business.

C. Reotriction Restrictions on Forum: Any provioion rcauiringReauiring North Dakota franchisees to consent to the jurisdiction of courts outside of North Dakota.

D. Liquidated Damages and Termination Penalties: —Any provioion roauiringReqniring North Dakota franchisees to consent to liquidated damages or termination penalties.

E. Applicable Laws: Any provioion which opocifioc that any claimo arioing under the North Dakota franchioo law willFranchise agreements that specify that they are to be governed by the laws ofa state other than North Dakota.

F. Waiver of Trial by Jury: Anv provioion requiringRequiring North Dakota franoh4seesFranchises to consent to the waiver ofa trial by jury.

G. Waiver of Exemplary end& Punitive Damages: —Aey provioion roouii inerRequiring North Dakota frnnchiooooFranchisees to consent to a waiver of exemplary and punitive damagosdamage.

H. General Release: Any—provioion—requiring North—Dakota—franchiocoo to exeettteFranchise Agreements that require the franchisee to sign a general release e£ clnimo ao a condition ofu&on renewal or transfer of ftthe franchise agreement.

L Limitation of Claims: Franchise Agreements that require the franchisee to consent to a limitation of claims. The statute of limitations under North Dakota law applies,

-4Charleys/ND A GGOa/^M fL= Enforcement of Agreement: Franchise AgrefimRnts that renmre the frAnrhisAA tn Pay all COStfi and expenses incurred hy the franchisor in enforcing the agreement. The Prevailing nartv in anv enforcement, action is entitled to recover all costs and expenses including attorney's fees

3. Any capitalized terms that are not defined in this Amendment shall have the meaning given them in the Franchise Agreement.

4. Except as expressly modified by this Amendment, the Franchise Agreement remains unmodified and in full force and effect.

5. Each provision of this Agreement shall be effective only to the extent that the jurisdictional requirements of the North Dakota law applicable to the provision are met independent of this Amendment. This Amendment shall have no force or effect if such jurisdictional requirements are not met.

IN WITNESS WHEREOF, you on behalf of yourself and your owners acknowledge that you have read and understand the contents of this Amendment, that you have had the opportunity to obtain the advice of counsel, and that you intend to comply with this Amendment and be bound thereby. The parties have duly executed and delivered this Amendment on

GOSH ENTERPRISES, INC., FRANCHISEE an Ohio corporation If a corporation, limited liability company or partnership: By: Print Name', Print Name: TWe^ %W By: By: Print Name:. Print NameL Title: Title:

If Individuals:

By:. Print Namo:_ By: Print Name:

By:. Print Name:

-2Charlevs/ND mm 2 Q3/14 AMEND^^TO CHARLEYS^ FEANCHISEAGREEMENT FOETHESTATEOFRHODE^LAND

Tbis Amendment to tbe Cbarteys Tbitty Steaks Restaurant Rranebise Agreement between GOSH ENTERRRISRS, INC ^GR^er"^ ^Rranebisee^or "yon") dated isenteredintosimnttaneensty witb tbeexeentinnef tbeRrancbise Agreement.

t Tbe provisions oftbis Amendment tbrm an integral part n^ and are incorporated into tbe Development Agreement Tbis Amendment is being executed because: (A) tbe offeror sale of tbe francbise to you was made in tbe State of Rbodelsland^^youarearesident of tbe State ofRbode Island; and^or(O) tbe Restaurant is located in tbe State ofRbode Island.

2. Tbe following language is added to Sections 18.^1 and 18^:

Section 1^8.IDI^ of tbe Rbode Island Rrancbise Investment Act provides tbat "A provision inafrancbise agreement restricting jurisdiction or venuetoaforum outside tbis stateorrequiringtbeapplicationoftbelawsofanotberstate is void witb respect toa claim otberwise enforceable under tbis Act.^

3 Any capitalized term tbat is not defined in tbis Amendment sball bave tbe same meaning given it in tbeRrancbise Agreement.

^ Except as expressly modified by tbis Amendment,tbeRrancbise Agreement remains unmodified and in full force and effect.

^. Racb provision of tbis Agreement sball be effective only to tbe extent tbat tbe jurisdictional requirements of tbe Rbode Island law applicable to tbe provision are met independent of tbis Amendment. Tbis Amendment sball bave no force or effect if sucb jurisdictional requirements are not met.

b^^^^^^^^^n^l

^h^^^t ^ IN WITNESS WHEREOF, you on behalf of yourself and your owners acknowledge that you have read and understand the contents of this Amendment, that you have had the opportunity to obtain the advice of counsel, and that you intend to comply with this Amendment and be bound thereby. The parties have duly executed and delivered this Amendment on

GOSH ENTERPRISES, INC., FRANCHISEE an Ohio corporation If a corporation, limited liability company or partnership: By- By: Print Namc*_ Print Name: Title; Title: By: By: Print NameL Print NameL Title: Title:

If Individuals:

By; Print Name: By: Print Name:

By: Print Name:

-SCharlevs/RI mm 2 03/14 AMENDMENT TO CHARLEYS PHILLY STEAKS RESTAURANT FRANCHISE AGREEMENT FOR THE STATE OF WASHINGTON

1. The provisions of this Amendment form an integral part of, and are incorporated into, the Franchise Agreement. This Amendment is being executed because: (A) the offer or sale ofa franchise to you was made in the State of Washington; (B) you are a resident of the State of Washington; and/or (C) the Restaurant will be located or operated in the State of Washington.

2. The state of Washington has a statute, the Washington Franchise Investment Protection Act, RCW 19.100.180 ("Act"), which may supersede the Franchise Agreement in your relationship with us including the areas of termination and renewal of your franchise. There also may be court decisions which may supersede the Franchise Agreement in your relationship with us including the areas of termination and renewal ofyour franchise.

3. In the event ofa conflict of laws, the provisions of the Act shall prevail.

4. A release or waiver of rights executed by you shall not include rights under the Act except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, rights or remedies under the Act such as a right to a jury trial may not be enforceable.

5. Arbitration involving a franchise purchased in the State of Washington, must either be held in the State of Washington or in a place mutually agreed upon at the time of the arbitration, or as determined by the arbitrator.

6. Transfer fees are collectable to the extent that such fees reflect our reasonable estimated or actual costs in effecting a Transfer.

7. Any capitalized term that is not defined in this Amendment shall have the meaning given it in the Franchise Agreement.

8. Except as expressly modified by this Amendment, the Franchise Agreement remains unmodified in full force and effect.

9. Each provision ofthis Amendment shall be effective only to the extent that the jurisdictional requirements of the Washington law applicable to the provision are met independent of this Amendment. This Amendment shall have no force or effect if such jurisdictional requirements are not met.

[Signature Page Follows]

-1-CharleysAVA _L W0a/4^M IN WITNESS WHEREOF, you on behalf of yourself and your owners acknowledge that you have read and understand the contents of this Amendment, that you have had the opportunity to obtain the advice of counsel, and that you intend to comply with this Amendment and be bound thereby. The parties have duly executed and delivered this Amendment on

GOSH ENTERPRISES, INC., FRANCHISEE an Ohio corporation If a corporation, limited liability company or partnership: %: Print NamoL Print Name: Trtks QStte By: By: Print Name:. Print Name:_ Title: Title:

If Individuals:

By:. Print Name:

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•^CharlcysAVA mmimiu EXHIBIT J

COMPLIANCE QUESTIONNAIRE

Oharlfivs FDD Marnh 2014 QUESTIONNAIRE TO BE COMPLETED BEFORE SIGNING AN CHARLEYS PHILLY STEAKS RESTAURANT FRANCHISE AGREEMENT

You are preparing to enter into a Charleys Philly Steaks Restaurant Franchise Agreement with Gosh Enterprises, Inc. ("we," "us" or "Charleys"). The purpose of this Questionnaire is to confirm that you understand the terms of the Franchise Agreement and that no unauthorized statements or promises have been made to you. Please review each of the following questions and statements carefully and provide honest and complete responses to each.

1. Have you received and reviewed the Charleys Franchise Disclosure Document ("FDD")?

Yes No

2. Did you give us a signed receipt for the copy of the FDD indicating the date you received it?

Yes No

3. Which representative of Charleys have you been dealing with?

Name(s):

4. Have our representatives answered all ofyour questions regarding the FDD and the Franchise Agreement?

Yes No

If "No", what parts of the FDD and/or the Franchise Agreement do you not understand? (Attach additional pages, if necessary.)

Charleys Compliance Questionnaire - O*0y4H 5. Have you discussed the FDD, the Franchise Agreement, and the benefits and risks ofa Charleys franchise with an attorney, accountant, or other professional advisor?

Yes No

If "No", do you wish to have more time to do so?

Yes No

6. Has any employee or other person speaking on our behalf made any statement or promise concerning the revenues, profits, the amount of money you may earn or your likelihood of success in operating Charleys restaurants?1

Yes _____ No

7. Has any employee or other person speaking on our behalf made any statement, promise or agreement concerning the advertising, marketing, training, support service or assistance that we will furnish to you that is contrary to, or different from, the information contained in the FDD?

Yes No

8. Have you entered into any binding agreement with us concerning the purchase of this franchise prior to today?

Yes No._

9. Have you paid any money to us related to the Franchise Agreement and franchise sale before today?

Yes No

10. If you have answered "Yes" to any one of questions 6 9, please provide a full explanation of each "yes" answer in the following blank lines. (Attach additional pages, if necessary, and refer to them below.) If you have answered "no" to each of questions 6-9, please leave the following lines blank.

We do not make any representations or statements of actual, average, projected, or forecasted sales, income, profits., or earnings to franchisees with respect to our franchises, other than those contained in Item 19 ofour FDD. We do not give or authorize our salespersons to give you any oral or written information concerning the actual, average, projected, forecasted, or potential sales, income, profits or earnings ofa franchise. Actual results vary from franchise to franchise, and we cannot estimate the results of a particular franchise. We recommend that you make your own independent investigation to determine whether or not the franchise may be profitable, and consult an attorney and other advisors of your choosing before signing any agreement.

Charleys Compliance Questionnaire • 06(^/4^14 11. In what state do you reside?.

12. In what state do you intend to operate the Charleys Philly Steaks Restaurant(s)?

Please understand that your responses to these questions are important to us and that we will rely on them. By signing this Questionnaire, you are representing that you have responded truthfully to the above questions.

FRANCHISE APPLICANT

Date:

Charleys Compliance Questionnaire - (*6jl2/44.14 ITEM^ RECEIPT

This franchise discicsnre document ter Charleys Restaurants summarises certain previsions of thefranchise agreement andother information inptain language Readthis franchise disclosure document and all agreements carefully.

If Cosh Enterprises Inc ("Cosh") offersyou a franchise, Cosh must provide this disclosure document to youl^calendar days hetore you signahinding agreement with, or make payment to,Coshor its affiliates inconnectionwiththe proposed sale or grant or sooner if required hyapplicahle state law.

New York and Rhode Island require that Cosh gives you this disclosure document at the earlier ofthe first personal meeting or 10 husiness days hefbre the execution ofthe franchise or other agreement or the payment ofany consideration that relates to the franchise relationship. Iowa requires that we give youthis disclosure document at the earlier of the first personal meeting or 14calendar days hefore the execution of any binding franchise or other agreement or the payment of any consideration,wbichever occurs first Michigan requires tbat Cosh gives youthis disclosure document at least 10 business days beforethe execution of any binding franchise or other agreement or the payment ofany consideration, whichever occurs first

If Coshdoes not deliver this franchise disclosure document on time or if it containsa false or misleading statement, oramaterial omission,aviolation of federal law and state law may bave occurred and should be reported to tbe Rederal Trade Commission, Wasbington,DC 20^80 and tbe state agency listed on ExbibitC

Tbefranchisor is Cosh Enterprises,Inc,located at ^OOEarmers Drive, Suite 140, Columbus, Cbio 432^ Its telephone number is (614) 023 4700

IssuanceDate^Marcbl^ 201317 2014

Tbename,principal business address, andtelephonenumber of thefranchise seller offering the franchise is: CharleyMShin, Seok Soong Rim, Richard Page, Candra Alisiswanto^ ^d^Iohn Woo and Don Norths, Cosh Enterprises, Inc , 2^00 Farmers Drive, Suite 140 Columbus, Ohio 4323^, (014)023 4700

CoshEnterprises, Inc authorises tbe respective state agencies identified on ExhibitCto receive service ofprocess for it in tbe particular state.

Ireceivedafrancbise disclosure document da^ disclosure document included tbe tbllowing Exhibits and Attachments:

A Franchise Agreement F EistofFormerFranchisees R Cperations Manual Table of Contents C Financial Statements C List ofStateAgencies^Agents for H State Amendments to tbe FDD Service ofProcess D List ofFrancbised Restaurants I State Amendments to theEranchise Agreement E List of Company Cwned Restaurants d Compliance Questionnaire

Franchisee

Print Name ^ha^sFDO (Yourcopy) ^ch^O^^ ITEM^ RECENT

This franchise disciosnre document fer Charleys Restaurants summarises certain previsions ofthe franchise agreement andother intbrmation inptain language. Readthis franchise disclosure document and all agreements carefully.

If Cosh Enterprises Inc ("Cosh") offers you a franchise, Cosh must provide this disclosure document to you I^calendar days hetbre you signahinding agreement with,or make payment to, Coshor its affiliates inconnectionwithtbeproposed sale or grant or sooner if required by applicable state law.

New York and Rhode Island require tbat Cosh gives you tbis disclosure document at the earlier ofthe first personal meeting or 10 business days before the execution ofthe franchise or other agreement or the payment of any consideration that relates to the franchise relationship Iowa requires that we give you this disclosure document at tbe earlier of the first personal meeting or I4calendar days before the execution of any binding franchise or otber agreement or the payment of any consideration, whichever occurs first. Michigan requires that Cosh gives youthis disclosure document at least lObusiness days beforethe execution of any binding franchise or otber agreement or the payment of any consideration, whichever occurs first.

If Coshdoes not deliver this franchise disclosure document on time or if it containsa false or misleading statement, oramaterial omission,aviolation of federal law and state law may have occurred and should he reported to theRederal Trade Commission,Washington,DC 20^80 and the state agency fisted on Exhibit C.

Tbe franchisor is Cosh Enterprises, Inc,located at Farmers Drive, Suited Columbus, Cbio 4323^ Its telephone number is (614) 923 4700

Issuance Date: March 1^201317 2014

Thename,principal business address,andtelepbonenumber of thefranchise seller offering tbe franchise is: CharleyMShin, Seok Soong l^m, Richard Rage, Candra Alisis^ ^nd^dohn Woo and Dori North, Cosh Enterprises, Inc , 2^00 Farmers Drive, Suite 140 Columbus, Cbio 4323^, (014)023 4700

CoshEnterprises, Inc.autbori^estbe respective state agencies identified on ExhibitCto receive service ofprocess for it in tbe particular state

1 received a francbise disclosure document dated March lo 2013 17 2014 Tbe franchise disclosure document included the following Exhibits and Attachments:

A Franchise Agreement F EistofFormerFrancbisees R Operations Manual Table of Contents C Financial Statements C EistofStateAgenciesBAgentsfor H State Amendments to tbe FDD Service ofRrocess D EistofFranchised Restaurants 1 State Amendments to theEranchise Agreement E Eist of Company Cwned Restaurants d Compliance Questionnaire

Franchisee

RrintName

Ch^leys^DD (Insert date, sign and return to us) ^ch^^^