Firehouse-Partial-FD

FRANCHISE DISCLOSURE DOCUMENT

FIREHOUSE OF AMERICA, LLC FIREHOUSF a Florida limited liability company Smm- SUBS aB 3410 Kori Road Jacksonville, Florida 32257 FOUNDED BY FIREMEN (904) 886-8300 e-mail address: [email protected] www.firehousesubs.com www.facebook.com/firehousesubs

The franchise is for the establishment and operation of a restaurant which offers and serves large-portion hot submarine style sandwiches in a unique fire-fighting atmosphere and decorum at an economical price under the FIREHOUSE SUBS® trade name and business system (a "FIREHOUSE SUBS® Restaurant" or "Restaurant"). The total investment necessary to begin operation of a single FIREHOUSE SUBS® Restaurant ranges from $16Q.1Hni.l50 to $080.551.928.405. These totals include the following amounts in Item 5 that must be paid to us or our affiliates: an initial franchise fee of $20,000; the fee for a mural ranges from

$2,800 to $ST00Q6J}0£ and the MIS System Fee ranges from $100 to $1,200. If you sign an Area Development Agreement (the "Development Agreement"), you will also pay a Development Fee equal to $10,000 times the number of Restaurants to be developed. The portion of the Development Fee allocable to each Restaurant (which is $10,000 for each Restaurant) will be credited against the initial franchise fee for that Restaurant.

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

You may wish to receive your disclosure document in another format that is more convenient for you. To discuss the availability of disclosure in different formats, contact Greg Delks, 3410 Kori Road, Jacksonville, Florida 32257; (904) 886-8300, ext. 239.

The terms of your contract will govern your franchiserelationship . Don't rely on the Disclosure Document alone to understand your contract. Read all of your contract carefully. Show your contract and this Disclosure Document to an advisor, like a lawyer or accountant. Buying a franchise is a complex investment. The information in this Disclosure Document can help you make up your mind. More information on franchising, such as "A Consumer's Guide to Buying a Franchise," which can help you understand how to use this Disclosure Document, is available from the Federal Trade Commission. You can contact the FTC at a-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 franchisingi n your state. Ask your state agencies about them. Date of Issuance: April 10. 2011 March 15.2014

OB\l 38202.00002\10095805.2610095895.30 mm- 4/24/14 STATE COVER PAGE

Your state may have a franchise law that requires a franchisor to register or file with a state franchise administrator before offering or selling in your state. REGISTRATION OF A FRANCHISE BY A STATE DOES NOT MEAN THAT THE STATE RECOMMENDS THE FRANCHISE OR HAS VERIFIED THE INFORMATION IN THIS DISCLOSURE DOCUMENT.

Call the state franchise administrator listed in Exhibit "Q" for information about the franchisor or about franchising in your state.

MANY FRANCHISE AGREEMENTS DO NOT ALLOW YOU TO RENEW UNCONDITIONALLY AFTER THE INITIAL TERM EXPIRES. YOU MAY HAVE TO SIGN A NEW AGREEMENT WITH DIFFERENT TERMS AND CONDITIONS IN ORDER TO CONTINUE TO OPERATE YOUR BUSINESS. BEFORE YOU BUY, CONSIDER WHAT RIGHTS YOU HAVE TO RENEW YOUR FRANCHISE, IF ANY, AND WHAT TERMS YOU MIGHT HAVE TO ACCEPT IN ORDER TO RENEW.

Please consider the following RISK FACTORS before you buy this franchise.

1. THE FRANCHISE AGREEMENT AND DEVELOPMENT AGREEMENT REQUIRE YOU TO RESOLVE DISPUTES WITH US BY ARBITRATE ONLY IN FLORIDA AND BY LITIGATION ONLY IN FLORIDA. OUT OF STATE ARBITRATION AND LITIGATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST YOU MORE TO ARBITRATE WITH US IN FLORIDA AND TO SUE US IN FLORIDA THAN IN YOUR HOME STATE.

2. THE FRANCHISE AGREEMENT AND DEVELOPMENT AGREEMENT STATE THAT FLORIDA LAW GOVERNS THE FRANCHISE AGREEMENT AND THE DEVELOPMENT AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS LOCAL LAW; YOU MAY WANT TO COMPARE THESE LAWS.

3. WE AND OUR AFFILIATES MAY ESTABLISH FIREHOUSE SUBS RESTAURANTS AND OTHER FOOD SERVICE FACILITIES ANYWHERE, AND MAY ESTABLISH OTHER CHANNELS OF DISTRIBUTION AND SELL OR DISTRIBUTE ANY PRODUCT OR SERVICE TO THE GENERAL PUBLIC, UNDER THE SAME AND/OR DIFFERENT TRADEMARK, IN COMPETITION WITH THE FRANCHISE.

4. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE

We use the services of one or more FRANCHISE BROKERS or referral sources to assist us in selling our franchise. A franchise broker or referral source represents us, not you. We pay this person a fee for selling our franchise or referring you to us. You should be sure to do your own investigation of the franchise.

Effective Date: See the next page for state effective dates.

(SEE EXHIBIT "S" FOR STATE SPECIFIC ADDENDA AND RIDERS) (FOR STATE AGENCIES AND AGENTS FOR SERVICE OF PROCESS, SEE EXHIBIT "Q")

OR\n820200nn2\l0005S0.V?r1l0n95X9'>.3Q 5/8/13- 4/24/14 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 exemption from registration in the following states having franchise registration and disclosure laws, with the following effective dates:

STATE EFFECTIVE DATE California Registered Effective: May 10, 3m JfiH_ Hawaii Registered Effective: May 31, 2013

Illinois Registered Effective: 2014 Indiana Registered Effective: August 24, 3^2 ^fiH_ Maryland Michigan Registered Effective July 23,2012 JSM Minnesota Registered Effective: May 13, Xttl -2014 New York Registered Effective: Juno 4, %m jm North Dakota Registered Effective: June 7, %m ,2014 Rhode Island Registered Effective: May 22, 3014 jm South Dakota Registered Effective: July 13, 20+5 Virginia Registered Effective: =^mMay 10., . 2014 Washington Registered Effective: 2QH Wisconsin Registered Effective: May 30, 3043 .2014

QB\ 13 8202.00002W 0095895.2610095895.30 5/8/13- 4/24/14 THESTATEOFMICHIGANFROHI^ THATA^SOMETIMESINFRANC^ FOLLOW^GFRO^IONSA^INTHESEFRANCHISEDOCUME FRO^SIONSA^VOIDANDCANNOTBEENFORCEDAGA^

L Each ofthe lowing provisions rciatingtoafranchise:

(a) Aprohihition on the right ofafranchisccto^oin an association of franchisee

(h) Areqnirementthatafranchisee assent toareiease, assignment, novation, waiver, or estoppel which deprivesafranchisee of rights and protections provided in this act. This shall not precludeafranchisee,afrer entering intoafranchiseagreement,from settling any and all claims.

2. ^provision that permitsafranchisor to terminateafranchisehetbre the expiration of its term except tor good cause. Good cause shall include the failure of the franchiseet o comply with any lawfulprovisionof thefranchise agreement and to curesuchfailurea^erheing given written notice thereof andareasonahle opportunity, which in no event need he more than 30 days, to cure such failure.

3. A provision that permits a franchisor to refuse to renew a franchise without fairly compensating the franchisee by repurchase or other means tor the fair market value at the time of expirationofthefranchisee'sinventory, supplies, equipment,frxtures,and furnishings. Personalized materials which have no value to the franchisor and inventory, supplies, equipment, fixtures, and furnishings not reasonably required in the conduct of the franchise business are not subject to compensation. This subsection applies only ifr (^the term of the franchisei s less than^years and (ii) the franchisee is prohibited by the franchiseo r other agreement from continuing to conduct substantially the samebusinessunder another trademark,servicemark,tradename,logotype,advertising,or other commercial symbol in the same area subsequent to the expiration of the franchiseo r the franchisee does not receive at least^months advance notice of franchisor'sinten t not to renew the franchise.

4. ^provision that permits the franchisor to refuse to renewafranchise on terms generally available to other franchiseesofth e same class or type under similar circumstances. This section does not requirearenewal provision.

5. ^provision requiring that arbitration or litigation be conducted outside this state. This shall not preclude the franchisee fromenterin g into an agreement, at the time of arbitration, to conduct arbitration atalocation outside this state.

^ ^provision which permitsafranchisor to refuse to permitatransfer of ownership ofa franchise, except for good cause. This subdivision does not preventafranchisor from exercisingaright offirst refusal to purchase the franchise.Goo d cause shall include, but is not limited to:

(a) Thefailure oftheproposed transfereeto meet the franchisor's thencurrent reasonable qualifications or standards.

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

(c) The unwillingness of the proposed transferee to agree in writing to comply with all lawful obligations. ^^^^o^ (d) The failure of the franchisee or proposed transferee to pay any sums owing to the franchisor or to cure any default in the franchise agreement existing at the time of the proposed transfer.

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

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

If the franchisor's most recent financial statements are unaudited and show a net worth of less than $100,000.00, the franchisee may request the franchisor to arrange for the escrow of initial investment and other funds paid by the franchisee until the obligations, if any, of the franchisor to provide real estate, improvements, equipment, inventory, training or other items included in the franchise offering are fulfilled. At the option of the franchisor, a surety bond may be provided in place of escrow.

THE FACT THAT THERE IS A NOTICE OF THIS OFFERING ON FILE WITH THE ATTORNEY GENERAL DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION, OR ENDORSEMENT BY THE ATTORNEY GENERAL.

Any questions regarding this notice should be directed to:

State ofMichigan Department of Attorney General CONSUMER PROTECTION DIVISION Attention: Franchise G. Mermen Williams Building 525 West Ottawa, 1st Floor Lansing, Michigan 48909 Telephone Number: (517) 373-7117

OR\n8?.o?..nnon?\ionos«o5.?fiioo95«95.io mm- 4/24/14 FIREHOUSE SUBS® RESTAURANTS FRANCHISE DISCLOSURE DOCUMENT

TABLE OF CONTENTS

PAGE

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

ITEM 2. BUSINESS EXPERIENCE 3

ITEM 3. LITIGATION

ITEM 4. BANKRUPTCY 8

ITEM 5. INITIAL FEES ______8

ITEM 6. OTHER FEES ______9

ITEM 7. ESTIMATED INITIAL INVESTMENT. 11

ITEM 8. RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES! 14

ITEM 9. FRANCHISEE'S OBLIGATIONS 18

ITEM 10. FINANCING ______20

ITEM 11. FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING 21

ITEM 12. TERRITORY ______2930

ITEM 13. TRADEMARKS ______U21

ITEM 14. PATENTS. COPYRIGHTS AND PROPRIETARY INFORMATION ______32

ITEM 15. OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE

BUSINESS

ITEM 16. RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL ^74G

ITEM 17. RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION

ITEM 18. PUBLIC FIGURES 43^

ITEM 19. FINANCIAL PERFORMANCE REPRESENTATIONS ______.4^6

ITEM 20.J2

ITEM 21 OUTLETS AND FRANCHISEE INFORMATION .S4£2

ITEM 24,22. FINANCIAL STATEMENTS ______6061

ITEM 2^21 CONTRACTS ______6062

ITEM 2^21 RECEIPTS ______6062

OBM38202.00002\I 0095895.2610095895.30 mm- 4/24/14 EXH^T

Exhibits Finance S^ments Exhibits Apphcafion and Deposit Agreement Exhibits Franchise Agreement ExhibitD Area Development Agreement Exhibits Conditional Assignment ofTelephone Numbers and Listings ExhibitF Addendum to Lease Agreement LxhibitC ManualTable of Contents Exhibits Principal Owner'sCuaranty Lxbibitl Principal Owner'sStatement Exhibits Articles oflncorporation for Firehouse Subs MarketPund,lne. LxhibitK Bylaws ofFirehouse Subs MarketFund, Inc. ExhibitL FormofMembershipAgreementtbrFirehouse Subs MarketFund, Inc. Exhibits Form ofLquipment Leasing Financing Documents ExhibitN Information Regarding Area Representatives and Field Consultants Exhibits List ofFranchise Owners ExhibitP List ofFranchisees Who Have Lefr the System Exhibits List ofStateAgencies^Agents for Service ofProcess LxhibitR Franchise Compliance Certificate Exhibits State Specific Addenda and Riders LxhibitT Receipt ofFranchiseRelated Documents Exhibit LI Receipts

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4^14 ITEM 1. THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES The Franchisor and any Parents. Predecessors, and Affiliates

The Franchisor is FIREHOUSE OF AMERICA, LLC, referred to as "we," "us," or "our." We also do business under the name "FIREHOUSE SUBS® Restaurants." "You" means a person who buys the right to operate a FIREHOUSE SUBS® Restaurant from us. If you are a corporation, partnership or other entity, certain provisions of our Franchise Agreement also will apply to your owners. This Disclosure Document will indicate when your owners also are covered by a particular provision.

We are a Florida limited liability company organized by filing Articles of Organization with the Florida Department of State on November 16, 2004, but we were not organized until December 1, 2004. Our current principal business address is 3410 Kori Road, Jacksonville, Florida 32257. Our agent in this state for service of process is, if applicable, disclosed in Exhibit "Q." We conduct business under our corporate name and under the trade and service marks FIREHOUSE SUBS® Est 1994 and design," "FIREHOUSE SUBS® and Design," and "FIREHOUSE SUBS®" and associated logos, designs, symbols and trade dress (the "Marks"). See Item 13.

Our predecessor is also our parent and sole member - Firehouse Restaurant Group, Inc. ("FRG"). FRG is a Florida corporation incorporated on February 20, 1995. Its principal business address is the same as ours: 3410 Kori Road, Jacksonville, Florida 32257. FRG's agent for service of process is Chris Sorensen at 3410 Kori Road, Jacksonville, Florida 32257. FRG has no obligations to franchisees and does not provide any services to franchisees. On December 26, 2004 (the "Reorganization Date"), FRG assigned to us all of its franchise and franchise-related agreements and other assets to enable us to serve as the franchisor of FIREHOUSE SUBS® Restaurants. FRG also licensed us the right to use all of its Marks in connection with our franchising activities. See Item 13. We are a wholly owned subsidiary of FRG. Prior to the Reorganization Date, FRG was the franchisor of FIREHOUSE SUBS® Restaurants and sold 219 FIREHOUSE SUBS® franchises, of which 178 were open and operating. FRG offered franchises from February 20, 1995 to the Reorganization Date.

Our affiliates are:

Where Date No. Rests. Name Type Formed Formed Operated Principal Address L Firehouse Subs, Inc. Corporation Florida 06/20/94 3 3410 Kori Road ("FSI") Jacksonville, F: 32257 Z FRG of Florida, LLC Limited Florida 12/29/00 24 3410 Kori Road Liability Jacksonville, FL 32257 Company 1 FHS, LLP Limited Florida 05/05/97 1 3410 Kori Road Liability Jacksonville, FL 32257 Partnership L Firehouse-Five, Inc. Corporation Florida 07/19/95 1 3410 Kori Road Jacksonville, FL 32257 L The Queen's Corporation Florida 11/10/97 1 3410 Kori Road Firehouse, Inc. Jacksonville, FL 32257 & Capital 94, LLC Limited Florida 04/14/04 Not 3410 Kori Road ("Capital 94") Liability Applicable Jacksonville, FL 32257 Company

OBM 38202.Q0Q02M QOQ5SQ5.2610095895.30 asm- 4/24/14 Where Date No. Rests. Name Type Formed Formed Operated Principal Address z Firehouse Subs Corporation Florida 06/05/01 Not 3410 Kori Road System Fund, Inc.. Applicable Jacksonville, FL 32257 fFSSF") 8. Firehouse Subs Corporation Florida 01/29/500 Not 3410 Kori Road Market Fund, Inc. Applicable Jacksonville, FL 32257 = m 2, Firehouse Subs of Unlimited British 02/20/14 None 3410 Kori Road Canada ULC C'FH Uahili&L Columbia. Jacksonville. FL 32257 Canada^ Company Canada And 2100-40 King Street West Toronto. Ontario. Canada M5H 1C2

OwThe first 5 affiliates named above own and operate FIREHOUSE SUBS® Restaurants. FSSF administers the System Fund and FSMF administers the Co-op. FH Canada offers, sells and services franchises in Canada hut has not sold anv as of the issuance date of this Disclosure Document. Except for FH Canada, none of our affiliates have meveeoffered, and do not currently offer, franchisesfo r this or any other lines of business; nor sell products or services to our franchisees, except that: (a) Capital 94 provides lending services under the Equipment Financing Program (see Item 10>—Each of the other affiliates own and operate FIREHOUSE SWAS* Rontnurnntn.: and (h) FH Canada is currently offerinp franchises in Canada.

FIREHOUSE SUBS® System

We and our affiliates have expended considerable time and effort developing a sandwich restaurant system specializing in serving large portion hot submarine style sandwiches, in a unique fire-fighting atmosphere and decorum, at an economical price (a "FIREHOUSE SUBS® Restaurant" or a "Restaurant"). FIREHOUSE SUBS® Restaurants operate under the service marks and trade name "FIREHOUSE SUBS® Est. 1994 and design," "FIREHOUSE SUBS® and design, FIREHOUSE SUBS" and under distinctive business formats, methods, procedures, designs, layouts, signs, equipment, menus, recipes, trade dress, standards and specifications, all of which we may improve, further develop or otherwise modify from time to time (the "System"). We use, promote and license in the operation of a FIREHOUSE SUBS® Restaurant the Marks, certain trademarks, service marks and other commercial symbols, including the trade and service marks "FIREHOUSE SUBS® Est. 1994 and design," "FIREHOUSE SUBS® and design," "FIREHOUSE SUBS and other associated logos, designs, artwork and trade dress, trademarks, service marks, commercial symbols, and e-names, which have gained and continue to gain public acceptance and goodwill, and may create, use and license additional trademarks, service marks, e-names and commercial symbols in conjunction with the operation of FIREHOUSE SUBS® Restaurants (collectively, the "Marks").

Our Unit Franchise Program

In this Disclosure Document we grant a franchisefo r the right to own and operate a FIREHOUSE SUBS® Restaurant (the "Franchise") at a single location to persons who meet our qualifications and who are willing to undertake the investment and effort. The Franchise will be granted for a single location that we approve. FIREHOUSE SUBS® Restaurants operate under the Marks and under distinctive business formats, methods, procedures, designs, layouts, signs, equipment, menus, recipes, trade dress, standards and specifications, all of which we may improve, further develop or otherwise modify from time to time (the "System"). Our current form of Franchise Agreement is attached as Exhibit "C."

OB\138202.00002\100Q5895.2610095895.30 mm- 4/24/14 Our Area Development Program

In this DiselosureDoeumen^we also willing to undertake the investment an^ andoperateRestaurantsatmnltiple locations withinaspeeifre geographical area. Our standard form of Development Agreement (the "Development Agreement") is attached as Exhibit "O." Seeltems^and 12. Each Restaurant isoperatedunderaseparate Franchise Agreement (Exhibit "0").

Our Area Representative Program

InaseparateDisclosureDocumentwehavebeengrantingtopersons whoownorwillowna FIREHOUSE St^S® Restaurant franchise and meet our qualifications and who are willing to undertake the investment and effort, the right to operate an area representative business since the Reorgan^^ Prior to the Reorganization Date, FRO offered Area Representative franchises fromAprill,2005 . Area RepresentativeBusinesses solicit and screen prospectivefranchiseesfortherightto ownandoperate FIREHOUSE Restaurant franchises (the "Eranehises") under Franchise Agreements which ar^ between us and the franchisee (the Area Representative is notaparty). Area Representative Businesses assist usinrendering certain services to franchisees, including making the Area Representative Eusi^^^ franchised Restaurant available fr^r training franchisees and their employees^ overseeing the development and construction processor franchise restaurants; conducting regular visits to determine the franchi^^ compliance with our operation and system standards; and conducting regular consultation meetings with franchisees. The Area RepresentativeEusinessalsorenderscertainservices directly tons, including delivery ofannual business plans; regular reports on business activities; collection ofmoneys due us by Franchisees; and other activities that we may deem necessary from time to time. We have sold 43 area representative businesses.

Our Business We began offering franchises in January 2005^We do not engage in other business activities and have not offered franchisesi n other lines ofbusiness, except our Area Representative Program.

Oompetition

You will be competing with other Restaurants, casual restaurants, fast food restaurants, full service restaurants, grocery stores and specialty stores that o^ These restaurants and similar businesses may be associated with nationalor regional chains or may belocal independent restaurants and other businesses. You also will be competing with other ^od service outlets that feature products and services that differ from those offered by FIREHOUSE SUES® Restau^^ Your products and services willbeofteredtothegeneralpublic,toindividualconsumers,fbr on-site consumption and carry out; not delivery. The market for FIREHOUSE SUES® Restaurants is developed in some areas and developing in other areas, depending on the number ofthis type ofrestaurants in the particular area.

Regulations

Therearenoregulationsspecifictotheindustry in whichFIREHOUSESUES® Restaurants operate, although you must comply with all local, state and federal, health and environmental laws that apply to restaurant operations. You will also be required to comply withworkers^compensation, equal protection and workplace safety laws and regulations, labor laws, including Title ^11, and the ADA.

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4/24/14 ITEM 2. BUSINESS EXPERIENCE

Founder. President and Co-Director of Franchise Operations: Robin O. Sorensen

Mr. Sorensen has been our President and Co-Director of Franchise Operations since December 2004. Mr. Sorensen, a former firefighter, is the co-founder of the Firehouse Subs System, along with his brother Chris Sorensen, and has been President and Co-Director of Franchise Operations for FRG since 1995. From 1994 to the present, Mr. Sorensen has been President of FRG.

Founder. Vice President and Co-Director of Franchise Operations: Chris Sorensen

Mr. Sorensen has been our Vice President and Co-Director of Franchise Operations since December 2004. Mr. Sorensen is the co-founder of the Firehouse Subs System, along with his brother Robin Sorensen, and has been FRG's Vice President since 1995. He is currently also FRG's Co-Director of Franchise Operations. From 1994 to the present, Mr. Sorensen has been Vice President of FSI. From 1985 through Docombor, 1998, Mr. Sorensen was a firefighter for both the Jacksonville and Melbourne, Florida Firo Departments.

Vice President and Co-Director of Franchise Operations: Stephen Joost

Mr. Joost has been our Vice President, Chief Financial Officer and Co-Director of Franchise Operations since December 2004. In July of 2011, he relinquished his duties as Chief Financial Officer to serve on the Jacksonville City Council. He has been Vice President, Chief Financial Officer and co-Director of Franchise Operations of FRG since 1995. From 1994 to the present, Mr. Joost has been Vice President and Chief Financial Officer of FRG.

Chief Executive Officer: Don Fox

Mr. Fox has been our Chief Executive Officer since December 2009. Before that, Mr. Fox served as Chief Operating Officer from May 2005 to December 2009. He joined FRG as Director of Franchise Compliance in May 2003. Mr. Fox's businoos experience includes 6 years of developing training, research and development and operations systems and—13 years oxperionce in positions with responsibilities equivalent or similar in nature to those of the Area Representative- Chief Financial Officer: Vincent Burchianti

Mr. Burchianti was promoted to Chief Financial Officer in July 2011. He served as Vice President of Finance and Technology from March 2007 to July 2011. Prior to that he was our Corporate Controller from January 27, 2001 to March 2007.

Vice President of Marketing: Douglas E. Reifschneider

Mr. Reifschneider has been our Vice President of Marketing since March 14, 2011. Prior to that he was our Director of Marketing from July 17, 2006. From Juno 2005 to Juno 2006, he was a Loan Officer with Century Mortgage Company in Lexington, Kentucky.—From December 2002 to May 30, 2005, he was Director of Field Marketing for Fazoli's Restaurants in Lexington, Kentucky.

Vice President Supply Chain Services: Matthew P. Riddleberger

Mr. Riddleberger was promoted to Vice President of Supply Chain Services in September 2011. Prior to then, he was our Director of Purchasing between July 2006 and September 2011. From March

OR\l38202.00002\in0Q5S05.3(il00958Q5.30 4

4/24/14 1995 to January 2005, he was Vice Prosidont, Merchandising for Sysco Food Services in Jacksonville- Florida.

Vice President of Field Operations: Margaret Rose

Ms. Rose was promoted to Vice President of Field Operations in December 2012. Previously, she was our Director of Company Operations from November 2008 to December 2008. Prior to that, she was our Manager of Franchise Compliance since April 2, 2007. From Juno 2005 to March 2007, she was Chief Operating Officer for Aromas Cigars and Martini Bar in Jacksonville, Florida. From September 1991 to Novombor 2001, she was Regional Director of Operations for T.L. Cannon d/b/a Applebee's in Connecticut and Eastern Now York.

Vice President of Finance: Mary Ann Rawlins

Ms. Rawlins was promoted to Vice President of Finance in December 2012. Previously she was our Controller from March 2007 to December 2012. Prior to that from January 13, 2003, she was our Assistant Controller.

Vice President of Franchise Pmtopment; Gregory P, Delks

Mr. Delks was nromoted to Vice President of Franchise Development in June of 2013. Prior to then. he was our Director of Franchise Development from since November 27,2006 to June 2013.

Vice President of Real Estate: John S. Namev

Mr. Namev was nromoted to Vice President of Real Estate in June of 2013. Prior to then, he was our Director of Real Estate from February 2005 to June 2013, Vice President of Corporate Communications; Cecily Sorensen

Ms. Sorensen was nromoted to Vice President of Corporate Communications in December of 2013. Prior to then, she was our Director of Corporate Communications from March 27. 2006 to December 2013.

Vice President of Operations Services; Richard Goodman

Mr. Goodman was promoted to Vice President of Operations Services in December of 2013. Prior to then, he was our Director of Operations Services from November 2011 to December 2013 From December 1976 to February 2011. he was employed by Burger King Corporation in a variety of Operations-related roles, Most recently. Rich was Director of Global OPS Strategy and Execution for four years.

Member of Board of Directors: Timothy K. Goss

Mr. Goss has been a member of our Board of Directors since September 2007. He has also been the Managing Member of Southeastern Interstate Group, one of our Area Representatives, in Charlotte, North Carolina since January 2004. He has been President of Professional Restaurant Group, one of our Area Representatives, in Charlotte, North Carolina since June 1997 (See Exhibit "N").

Senior Director of Franchise Development: Gregory P. DclksTechnical Services: John Raulerson

Mr. Delks has boon our Director of Franchise Development since Novombor 27, 2006.—From February 2006 to November 2006, he was the Human Resources Manager for Brightstar Financial in Jacksonville, Florida.—From October 2004 to August 2005, he was District Manager for Heritage Financial in Elkhart, indiana.Raulcrson was promoted to Senior Director of Technical Services in OB\138202.00002\10095895.361QQ95895.3Q 5 mm- 4/7-4/14 December of 2013. Prior to then, he was pur Director of Technical Services from August 28. 2004 to December 2013, Senior Director of Brand Marketing; Kristen Majdanics

Ms. Maidanics was nromoted to Senior Director of Brand Marketinp in December of 2013. Prior to then, she was our Director of Brand Marketing from March 201 1 to December 2013. Before that from January 2008 to March 2011. she served as our Manager of Brand Marketing- Director of Franchise Administration: Kristen Moore

Ms. Moore was promoted to Director of Franchise Administration in December 2012. Previously, she was our Manager of Franchise Administration from January 2006 to December 2012; prior to that from May 2002 to January 2006, she was our Franchise Coordinator and from May 2000 to May 2002, she was our Administrative Assistant.

;al Estate: John S. Namev

Mr. Namoy has boon our Director of Real Estate since February 2005. From Soptombor 2001 to February 2005, he was a Sr. Property Manager for Lincoln Property Company in Jacksonville, Florida.

Director of Corporate Communications: Cecily Sorensen

Ms. Sorensen has been our Director of Corporate Communications since March 27, 2006. From Soptombor 2001 to March 2006, she was a Senior Account Executive for The McCormick Agency in Jacksonville, Florida- Director of Technical Services: John Raulerson

Mr. Raulerson has been our Director of Technical Services since August 28, 2006. From August 2002 to August 2006, ho was a Quality Assurance Manager for Denny's Restaurants in Spartanburg, South Carolina.

Mr. Goodman has been our Director of Operations Services since Novombor 2011. From December 1976 to February 2011, ho was employed by Burgor King Corporation in a variety of Operations related roles. Most recently, Rich was Director of Global OPS Strategy and Execution for four years.

Director of Brand Marketing: Kristen Majdanics

Ms. Majdanics has boon our Director of Brand Marketing since March 2011. Before that, from January 2008 to March 2011, she served as our Manager of Brand Marketing. Prior to joining us, she was Account Director for IA Collaborative, a research and design firm in Chicago, Illinois. From April 2003 to September 2006, she was an Account Supervisor at CKPR, the public relations division of Cramer Krassolt Advertising in Chicago, Illinois- Director of Field Marketing Services: Marisa Burton

Mrs. Burton was promoted to Director of Field Marketing Services in November 2012. Previously, she was one of our Regional Marketing Managers from August 2010 to November 2012. Prior to joining us, from 2008 to August 2010, she worked as a Senior Account Executive and Account

OB\138202.00002\100Q5895.2fi10095S95.30 5

4/24/14 Executive at first Seventh Point Advertising and then GSD&M, in Alexandria, Virginia, both working on the Popeye's brand. She owned her own agency NineLives Marketing in Alexandria, Virginia, from 2001 2008.

Director of Real Estate: Kristen Akel

Mrs. Akel was promoted to Director of Real Estate in December 2013. Prior to then, she was our Manager of Heal Estate from October 2QQ7 to Dscsmber 2013. Director of Company Operations: Michael Branson

Mr. Branson was promoted to Director of Company Operations in November 2012. Previously, he was District Manager for us from September 2006 to November 2012; prior to that, from November 2002 to September 2006, he was an Operating Partner/General Manager of a corporate owned Firehouse Subs Restaurant in Femandina, Florida.

Director of Reporting and Analytics: Dannv Walsh

Mr. Walsh was promoted to Director of Reporting and Analytics in December 2013. Previously, he was our Senior Financial Reporting Manager from November 2012 to December 2013 and our Financial Reporting Manager from June 2006 to November 2012. Prior to then, he was our Financial Analyst from January 2004 to June 2006. Before then, he was our FIRE Marshal from February 2003 to January 2004.

Corporate Controller: Sheri Kohler

Mrs. Kohler was promoted to Corporate Controller in December 2012. Previously, she was our Assistant Controller from March 2008 to December 2012. Prior to then, she was our Accounts Receivable Manager from December 2003 to March 2008.

Executive Director. Firehouse Subs Public Safety Foundation: Robin Peters

Ms. Peters has been Executive Director of our Firehouse Subs Public Safety Foundation since April 2010. Prior to that from May 2004 to March 2010, she was the Director of Development and Marketing for Jewish Family & Community Services, in Jacksonville, Florida, a non-profit social service agency specializing in adoption, children and foster care programs, senior services, and issues of hunger in Northeast Florida.

Franchise Business Manager: Richard L. Griggs

Mr. Griggs has been our Franchise Business Manager since October 16, 2006. From February 2004 until July 2006, he was an Operations Consultant for Gloria Joan's Coffees in Irvine, California.

Franchise Business Manager; Sh*ne Mitchell

Mr. Mitchell has been our Franchise Business Manager since July 2011. Previously, he was our Manager of Training from October 2008 to July 2011. Prior to that, he was a General Manager with our corporate restaurants from April 2004 to October 2008.

Franchise Business Manager: Clive Davidson

Mr. Davidson has been our Franchise Business Manager since November 2011. Between 2008 and 2011, he was District Manager for Cruisers Grill. From 2001 to 2008, he was Director of Operations

nR\im02n0002\in0Q5S05.2610095S9^30 7 W-B- 4/24/14 for Woody's Bar B Q.—Prior to that he worked for McDonald's Restaurant in Scotland for 10 years fhotwoon 1091 nnd 20001 holding varioun rolon at the Restaurant nnd Corporate level. . in Jacksonville. Florida- Franchise Business Manager: Richard Highers

Mr. Highers has been our Franchise Business Manager since February 2012. From February 1999 to February 2012, mehs was Director of Operations for Centurion Foods, Inc., a Burger King franchisee in Atlanta, Georgia. Prior to that, he was with Wendy's International from April 1996—February 1999, where he was a multi unit supervisor and Regional Operations Trainer.

Franchise Business Manager: David Berlin

Mr. Berlin has been our Franchise Business Manager since August 2012. From November 2007 to August 2012, he was Vice President of Operations for Cruisers Grill in Jacksonville, Florida. Between October 2002 and November 2007, he was the Vice President of Operations for Woody's Bar B Q in Jacksonville, Florida.

Franchise Business Manager: Donna Canni/zo

Ms. Cannizzo has been a Franchise Business Manager since January 31, 2013. Prior to that from June 2011 to November 2012, she was a Director of Franchise Performance for Burger King Corporation in the Midwest Region based in Illinois. From 1995 to June 2011, she a Franchise Business Leader for Burger King Corporation in the Midwest Region based in Illinois.

Senior Manager of Franchise Development: Brent Greenwood

Mr. Greenwood has-^eenwas promoted to Senior Manager of Franchise Development in December 2013. Prior to then, he was our Manager of Franchise Development smeefmm August qqftjl2008 to December 2013. Prior to that from March 2007 to June 2008, he was General Manager/Regional Director for New Venture of Jacksonville, Inc., a commercial cleaning master franchise in Jacksonville, Florida. From July 2005 to March 2007, he was General Sales Manager of Dominion Enterprises in Ocala, Florida. From March 2003 to June 2005, he was Director of Sales for Bisk Education, Inc.

Senior Manager of Franchise Development: Christopher Ebv

Mr. Eby has-lwmvas promoted to Senior Manager of Franchise Develonment in December 2013. Prior to then, he was our Manager of Franchise Development smeelkom September 2011.2011 to December 2013. Prior to that from November 2008 to July 2010, he was the Sales Supervisor for Quench USA of Cincinnati, Ohio. From October 2006 July 2008, ho was the Vice President of Operations for Get and Go Express of Springfield, Illinois, a startup vending kiosk franchisor.—From December 2003 October 2006, he was the President and owner of All Clean, a commercial cleaning company in Molbourno, Florida.

g-ofFronehisc Administration: Lindsay Mflton

Mo. Milton has been our Assistant Manager of Franchioo Administration since January 2012. Prior to her promotion, she was Franchise Administration Assistant from May 2010 to January 2012. Lindsay previously worked at i9 Sports Corporation in Brandon, Florida, where she served as the Franchise Development Coordinator simultaneously with Insured Title Agency in Tampa, Florida, as a Marketing Representative from January 2008 through January 2010.

OB\njt2n2.nnon7.\innt)S8Q5.?.riinn95K9^.30 g 5/8/13- 4/24/14 Senior Manager of Social Media: Melissa Simpson

Ms. Simpson was promoted to ^^^Manager of Social Media in January 201 O.December 2013. Prior to then, she was our Manager of Social Media from January 2010 to December 2013. Her first position with us was as Communications Coordinator from January 2008 to January 2010.

Senior Manager of Management Information Systems: Jeremy Gibeault

Mr. Gibeault was promoted to Senior Manager of Information Systems in December 2012. He began with us as Manager of Information Systems from September 2009 to December 2012. His first position with us was as IT Support Technician from May 2009 to September 2009. Prior to joining us, he was an IT Support Specialist with Holland and Knight, LLP in Jacksonville, Florida, from October 2006 to February 2009.

Manager of Franchise Administration: Lindsay Milton

Ms. Milton was promoted to Manager of Franchise Administration in March 2013. Prior to then. she was our Assistant Manager of Franchise Administration from January 2012 to March 2013. She was our Franchise Administration Assistant from Mav 2010 to January 2012. Lindsay previously worked at i9 Snorts Corporation in Brandon. Florida, where she served as the Franchise Development Coordinator simultaneously with Insured Title Agencv in Tampa. Florida, as a Marketing Representative from January 2008 through January 2010.

Assistant Controller: Heather Richardson

Mrs. Richardson was promoted to Assistant Controller in December 2013. Prior to then, she was our Financial Services Manager from October 2011 to December 2013. She was our Cornorate Accountant from January 2010 to October 2011. Prior to joining Firehouse. Heather was Staff Accountant for TL Cannon, a franchisee of Applehee's in Ponte Vedra. Florida, from June 2007 to January 2010.

ITEM 3. LITIGATION

Commonwealth of Virginia State Corporation Commission Order and Consent Case No. SEC-200S-0Q053. Previously, our affiliate, FRG, applied to register its franchise offerings in the state of Virginia. It did not complete the registrations due to the reorganization described in item 1. Mistakenly while a Virginia registration was not yet in effect, FRG sold an area representative franchise and a unit franchise in Virginia. After the Reorganization Date, we mistakenly offered franchises to about 8 prospects and received deposits from some of them. When we reapplied for registration in Virginia, we informed the Virginia State Corporation Commission Division of Retail Franchising (the "Division") of FRG's and our sales and deposits and offered to resolve the matter. Since the offers and sales of the franchises were accomplished during a time period in which neither we nor FRG had effective registrations we had violated Virginia law. We agreed with the Division to resolve the matter by offering rescission and refunds. We also agreed to pay to the Division a fine of $800 per violation, totaling $8,000 for 10 violations, and reimbursement of $1,000 of certain of the Division's costs. Both we and FRG signed a settlement order and consent to accomplish the foregoing in October 2005. None of our franchisees nor our prospects elected to rescind their contracts.

Other than this action, no litigation is required to be disclosed in this Disclosure Document.

OBM 382Q2.Q0QQ2\I 0095895.2610095895.30 mm- 4/24/14 BAN^R^PTCV

On M^h^200^Rich^^Gri^ one of our Franchise B^^^ filed for protection under Chapter 13 ofthe Bankrupt Ood^ OistrietofFlorida,Ca5eNo^05hk04480KRM^ Mr.Origgs made his last hankruptey payment in April 2010, was discharged on July i^2010and the ease was closed on Oetoher 15,2010.

Other than this action, no bankruptcy is required to he disclosed in this Item.

ITEM^ INfTIALFEES

Apphcatfon Deposit

We require prospective franchisees to pay usadepositof$2,500 (the "Deposits. The Deposit is not refundable, hut it will he applied to the initial franchise lee. We hold and apply the Deposit in accordance with ourApplication and Deposit Agreement (the^Deposit Agreements. Acopyofitis attached as Exhibit ^BB Vou must pay the Deposit when you sign the Deposit Agreement. Wecarelully evaluate all prospective franchise owners and the markets in which they want to operate. As part of this evaluation, you must work at least 50 hours inaEll^HOUSESl^S^ Restaurant without compensation. This work does not constitute training of any type. The Deposit helps ensure that applicants are serious before we undertake those evaluation efforts.

EIREHO^E^^RestanrantErancfrfse

^our initial franchise fee is $20,000. Vou must pay the initial franchisefeeinalum p sum (less the Deposit) when you sign the Franchise Agreement. In consideration for this initial franchise lee,wc grant youafranchisetooperate aRestaurant inanexclusiveTerritory andprovideyou withinitial training. If you do not satisfactorily complete training,we will terminate the franchise agreement. The initialfranchisefeeisfully earned and nonrefundable. Weusethefeetoprovide training andother services to our franchisees.

Mnrai

Every FIREHOUSE SUES^ Restaurant displaysamural that we commission fbrthat Restaurant. Although we own all copyrights to the artwork, you must purchase the mural either from us or the artist we commission to paint it. The muraFs cost ranges from $2,800 to $^000^000 and is payable when ordered, ft is not refundable.

Management tnformatkmSystemEee

Voumustpay us an annual Management Inlbrmation System Fee (the^MtS System Eee'') of $1,200 for use of our mandated management information system (^MfS Systems. Upon signing your Agreement, you must pay usaproportionate share ofthe MIS SystemFee to coverthe period fromth e date of the Agreement through December 31of that year. For example, ifthe Agreement Date is August 1, then you must immediately pay us $500 to cover the period Augustlthrough December 31. The MIS System Fee is not refundable.

Area Deveiopment Program

WechargeaDevelopment Fee for you to obtain the exclusive right to open multiple Restaurants inapredetermined area inaspecific amount of time under the Development Agreement. The amount OBM^02^02M0^^^0^^30 ^ paid is equal to V2 of the initial franchise fee times the number of Restaurants scheduled to be developed. During 304^2013. the Development Fees ranged from $10,000 to $90,000. You must pay the Development Fee in a lump sum when you sign the Development Agreement. The Development Fee is fully earned and non-refundable. As an accommodation for payment of the Development Fee, the Initial Franchise Fee for each Restaurant to be developed is reduced to Vi of the then current initial franchise fee and is payable each time you sign a Franchise Agreement for a Restaurant to be developed under the Development Agreement.

ITEM 6. OTHER FEES

Type of Fee1 Amount Due Date Remarks Royalty2 6% of Gross Sales Payable the 3rd We may require you to pay the per Accounting day of Accounting royalties by electronic transfer. See Period3 Period3 Note 1. MIS System $1,200 Payable on the 1* We may require you to pay this MIS Fees day of each year System Fee by electronic transfer. System Fund Not to exceed 1 % of Payable the 3rd Paid to the System Fund we established Gross Sales per day of each for the creation and development of Accounting Period3 Accounting marketing, advertising and related (currently 1%) Period3 programs and materials on a system-wide basis. Local Not less than 2% of Payable the 3rd day Payments to the marketing co-op Advertising Gross Sales of each established in your market count (currently 2%) Accounting Period toward this expenditure. Additional $50 per person, per Before training We train you and 1 other person (or 2 Training day begins of your owners) free. If space is available, we will also train up to 3 additional people at no charge. (See Item 11)-Additional training is provided if necessary. There is no established schedule or frequency for additional training. It is provided on an as-needed basis. Refresher $100 per person, per 30 days after Payable if you want to send additional Training day billing Managers through the full training program. Transfer !/2 of our then-current Prior to Payable when the Franchise Agreement initial franchise fee; consummation of or a controlling interest in you is $1,500 if transfer is transfer transferred. among your owners Renewal % of our then-current At the time you You may elect to acquire a successor initial franchise fee elect to acquire a franchise during the 9th year of the successor Term, but no later than 180 days before franchise expiration. MIS Fees To be determined; As incurred We may charge a reasonable fee for not currently charged modifications and enhancements made to any proprietaiy software we license to you or other Computer System maintenance and support services we furnish.

OB\138202.00002M 0095895.2610095895.30 11 mm- 4/24/14 Type of Fee1 Amount Due Date Remarks Audit Cost of inspection or 15 days after Payable only if youfadto furnish audit plus travel billing reports, supporting records or other required information or if sales are underreportedhy^oormore. Interest Lesser of 18% per 15 days after Payable on all overdue amounts month or highest billing contract rate of interest allowed by law Late Payment $250 Due on payment Payable on all late payments, late Penalties of late amount reports and dishonored cheeks, including interest Manual $100 At time of Cost of replacement copy. (Note^your purchase copy ofthe Manual is only on loan to you.) Management $1,500 per week As agreed Payable during period that our Fee appointed managermanages the Restaurant upon your death or disability Costs and Will vary under As incurred Payable upon your failure to comply Attorneys' Fees circumstances with the Franchise Agreement Indemnification Will vary under As incurred You have to reimburse us ifwe are held circumstances liable tor claims arising from your Restaurant'soperations Testing $250 per day plus At time of request Thiscoversthecostsoftestingnew laboratoiy fees, products or inspecting new suppliers professional fees, you propose personnel travel and living expenses and other 3rd party fees we incur Relocation Costs of Relocation 15 days after This covers the cost we incur ifyou Expenses billing wantto relocate the Restaurant

t. All fees are imposed by and payable to us exceptthe^ local co-op and-^ System Fund fees. All feesare uniformly imposed and arenon refundable,exceptas provided in Item 5. We may require that you pay any or all recurring or periodic fees by electronic transfer.

2. "Gross Sales" are defined as the total actual gross charges for all products (food and non-food) and services sold to customers of the Restaurant for cash or credit, whether these sales are made at or from the Restaurant premises, or any other location. However, any amounts that you collect and transmit to state or local authorities as sales, use or other similar taxes are excluded from the definition of Gross Sales

3. "Accounting Period" is that period we designate in the Manual (currently a 7-day accounting period for Royalty and Marketing calculations that runs from Monday through Sunday and a 4, 4, 5-week accounting system for financial statement purposes).

OR\nR?n?..oonn7.\inno5»95.2fiinn95R9.v3n 12 5/8/13- 4/24/14 ITEM 7.

ESTIMATED INITIAL INVESTMENT

YOUR ESTIMATED INITIAL INVESTMENT To Whom Method Of Payment is Type of Expenditure Amount Payment When Due to be Made Deposit (1) $2,500 Lump Sum Payable on signing Us Deposit Agreement Balance of Initial Franchise $17,500 Lump Sum Payable on signing Us Fee (Less any Deposit) Franchise Agreement Mura(Mml (3 ) $2,800 - $4^00£ Lump Sum Payable at time of Us or Artist order Travel and Living Expenses $300 - $13.35011.519 As incurred As incurred Third Parties during Training (4) Opening Advertising (5) $5,000- $#40020. As incurred As incurred Third Parties

Real Property (6) $500 - Monthly Monthly Third Parties

Equipment and Fixtures (7) Sj^43?57.000 - Prior to As incurred Third Parties $4^40127,728 Opening

Signs (8) $^2001 Prior to As incurred Third Parties $^40019.319 Opening

Leasehold Improvements (9) $10.095 0-- Prior to As incurred Third Parties $^^000393.093 Opening

Rental of Site (3 months) $7,650-$57,135 As incurred Monthly Third Parties

Opening Inventory (10) Prior to Lump Sum Third Parties $25,55621 Opening

Deposits and Prepaid $0-$6MOm2M Prior to Lump Sum Third Parties Expenses (11) Opening Business Licenses (12) $2qo - $44^422.852 Prior to Lump Sum Third Parties Opening Insurance (13) $2,000 - As Agreed As Incurred Third Parties £40^0012.500

Miscellaneous Expenses (3 $2,000 - As Agreed As Incurred Third Parties months) (14) $100,0002^262

Additional Funds (Working $25,000 As Agreed As Incurred Third Parties Capital - 3 months) MIS System Fee (15) $100-$1,200 Prior to Lump Sum Us Opening Accounting System Fee $0 - $2W?14 As Incurred As Incurred Third Parties

OR\13R202.0n002\IO()9.iStj5.36in09

The actual lowest total investment for an individual restaurant during 30422013 was $120.83078.383 and the highest total investment for an individual restaurant was $732,1^.606.062.

Explanatory Notes

1. The Deposit is $2,500. The Deposit is not refundable, but it will be applied to the initial franchise fee.

2. The current initial franchise fee is $20,000, less the Deposit.

3. We commission a mural for your Restaurant which you must pay to us when we order it.

4. We provide initial training to you and 1 other person (or up to 2 of your owners) without charge. If space is available at such training session, we will provide initial training for up to 3 additional people at no charge for a total of 5 attendees. You are responsible for all travel and living expenses for trainees. This estimate assumes that the franchisee will get required training in their market at the Area Representative's training store and the franchisee would be going home at the end of each day during this extensive training period and does not include the 1 week of classroom training in Jacksonville, Florida. The high end of the estimate is only for the 1 week of classroom training in Jacksonville and includes travel, hotel, rental car and reasonable food allowances, as well as additional travel and living costs if you have to travel to complete the rest of your training..

5. We require you to conduct a market introduction advertising and promotional program within the first 12 months after the opening of the Restaurant. This requirement may be waived if your Restaurant exceeds our expectations for sales performance. The market introduction program is in addition to your ongoing marketing obligations.

6. The Restaurant's location (the "Site") typically will be located in a strip mall that is close to retail or other commercial area. The size of a Restaurant is estimated to be between 1,700 and 2,500 square feet. We estimate that the rental would range from $18 to $50 per square foot. Costs of leasehold QB\ 138202.00002\ 10005895.2610095X95.10 14 mm- 4/24/14 improvement whieh ineinde fioor eovering, w^ treatment eonnters, eeilrngs, pamting, window coverings pinmbin^eleetriea^earpen^ dependingontheeondition^ioeationandsi^eoftheSite^hedemandfbrtheSite^ lessees and any eonstrnetion or other aftowanees granted by the landlord after negot^^ These eosts also inelndearehiteetnral drawings. Some Restaurants may also have to pay government imposed impact and permit tees depending on the site. They vary considerably due to numerous factors and we are nnahle to estimate them.

7. This item may include tables and booths, sinks, ^ systems,display eases, stools,chairs,utensils,eomputers,ROSSystem,aphone system and facsimile machine that meets our specifications and standards^adesk, filing eabincts and related office supplies tor aRestaurant. Seeltems^andll for hardware and software requirements. We require you to sign our then current form ofConditional Assignment ofTelephone Numbers and Listings in the f^rm attached a^ Exhibit"^

^. The cost ofsignage varies depending on the si^e and type ofsigns, the si^e and location ofthe Restaurant, and any local and development requirements. If local law permits, you must displaya curb or marquee sign that complies with our specifications and standards.

^. Build-out or renovation ofyour Site to conform to our standards includes paint, tile work, lighting, salt walls,drywallpartitions,counters and thelike. The cost of these improvements willbe significantly more if you selectaSite with no preexisting improvements. Ifyou lease your Site, you may be able to negotiate an allowance to cover^ll^aportion of these build-out and leasehold improvement

10. Youmustpurchaseabeginninginventorypursuanttoour Inventory Stock Rlan as described in the Operations Manual.

11. The amount ofthe rent and security deposit will depend on the si^e, condition and location ofthe Site and the demand for the Site among prospective lessees.

12. You must obtain business and health licenses for the operation of your Restaurant. Other considerations are, but not limited to, zoning, electrical, plumbing, fire inspection, fictitious name, occupations^ and various other licenses or permits. You should consult the appropriate governmental authority concerning such licenses and^or permits and the associated expenses for your Restaurant before you signaFranchise Agreement.

13. Insurance must be obtained to meet the minimum requirements established by the System Standards. The insurance policy must be in force and effect when the lease for your store is signed. If there is no lease (for example, you owntheproperty),then the insurance policy must be in force and effect when you begin construction.

14. This item estimates your initial start up expenses. These expenses include payroll costs. These figures are estimates, and we cannot guarantee that you will not have additional expenses starting the business. Your costs will depend on f^ctorssuchas^ howmuchyou followour methods and procedures;your management skill,experienceandbusinessacumen; local economic conditions; the local market for your products and services; the prevailing wage rate; competition; and the sales level reached during the initial period.

15. The annual MIS System Fee is$l,200 and is prorated ft^rth e first year. The low end is fbraFranchise Agreement signed in Oecember and the high end is fbraFranchise Agreement signed in January. It is calculated as follows^ fbraFranchiseAgreementsignedinOecember,youwillpayanMlS

ORM3^a^M^^^^^^ ^ fee of$100 with $1,200 due in Januarys Jannary,youwiiipayanMISfeeof$f,200.

i^. Ifyou obtain legal and accounting services to help with business fer^ eontracts,financingdoeumentsand ieases,settingup of books and records andother services. This amount varies greatly depending on the services performed and rates prevailing in your

17. Werelied on our experience and that of our affiliates to compile these estimates. You should review these figures carefully withabusiness advisor before making any decision to purchase the franchise. We do not offer financing directly or indirectly for any part ofthe initial investment for your Restaurant. Theavailability and terms of financing willdepend on factors such as the availability of financing generally, your creditworthiness,collateralyoumayhaveandlending policies of financial institutions from which you may requestaloan.

1^. The Development Fee is equal to^ofthe initial franchise fee times the number of Restaurants scheduledto be developed. Thelowendisfbr2Restaurantsandthehighendisfor20 Restaurants calculated as follows^ ^of the initial franchise fee of$20,000^$10,000x2Restaurants or $20,000 forthe low end and$10,000x20 Restaurants or $200,000 fbrthe high end ffowever, when you signanDevelopmentAgreement,yourinitial franchisefe e is reduced to$10,000.

1^. AnAreaDeveloperwillneedavehicle for site selection, building construction oversight, management ofmultiple locations, etc.

20. You would also incur the estimated initial investment for each Restaurant, except that the initial franchise fee is reduced by one half.

See ItemlOfor financinginformatio n that affects these estimates.

fTEM^ RESTRfCTIONSONSOURCESOF PRODUCTS AND SERVICES

The following table summarises the approximate percentages ofyour purchases of equipment and supplies through sourcing restrictions, based on the nature ofthe restriction. The source for virtually all ofyour purchases is restricted in some way.

REQUIRED PURCHASES IN REQUIRED PURCHASES ACCORDANCE WITH OUR REQUIRED PURCHASES FROM APPROVED SPECIFICATIONS AND FROM US SUPPLIERS STANDARDS Establishment - Establishment - 2A-A21A% Establishment - UMAA% Operation - 0.2% Operation- 33^33.3% Operation - 1&2MA%

Purchases from Us

You may be required to purchase equipment directly from us, FRG or our affiliates, but not currently. You may from time to time be required to purchase some miscellaneous and sundry supplies from us, FRG or our affiliates (for example, to go menus). During 2012.2013. no equipment or miscellaneous and sundry supplies were purchased from us, FRG or our affiliates. You must purchase the mural for your Restaurant either from us or the artist we commission to paint it. You must use the MIS System and pay us an annual fee for such use. The annual MIS System fee is currently $1,200. The payment of the annual MIS System fee, the purchase of the mural for your Restaurant and the purchase of

OBM 38202.00002\10()QiS05.2610095895.30 mm- 16 4/24/14 misceftaneous supplies represents approximately of your total purchases to establish your Restaurant and about 0.2% of your total purchases to operate your Restaurant. During the 2^^^ fiscal year, ^33^310^ 27^ was received for annual MIS System fees, purchase of murals or miscellaneous supplies fiom our franchisees and is included in our total revenues of $^^B11131^01^asrefiected on our financial statement or 4^3.3% of ourtotal^

Approved Suppliers

In order to maintain the superior quality ofthe goods and services sold by FlR^flOUSESUES^ Restaurants and the reputation ofthe FIREffOUSE SUES^Restaurants franchise network, you are obligated to purchase or lease fixtures, equipment and supplies, furnishings, beverages, food products and related items that meet our standards and specifications. You must purchase some ofthese products from suppliers that we approve. Examples ofapproved suppliers are CocaCola and Sygma. Wemay change approved suppliers from time to time. Acomplete listing of suppliers is provided in our Specifications Manual. We do not make any express or implied warranties with respect to any products or goods we recommend fbryour use. The cost of equipment and products purchased from approved suppliers represents 24^2^% ofyour total purchases to establish your Restaurant and 33^^^% ofyour total purchases to operate your Restaurant. If we negotiate group or volume purchasing arrangements with approved suppliers, you must participate in such arrangements. There are no approved suppliers in which any ofour officers own aninterest,butERGdoesownamembershipinterestinNational Food(see below). We do not providematerial benefits to any franchisee based onafranchisee'suse of designated or approved sources oftheir purchase ofproducts or services.

SfaudardsaudSpecificafious

You must operatetheRestaurant according to ourSystem Standards. System Standardsmay regulate, among other things, the types, models and brands of required fixtures, furnishings, equipment, signs, software, materials, beverages and food products, and supplies to be used in operating the Restaurant, required or authorised products and product categories and designated or approved suppliers of such items(which may be limited to or include us or our affiliates). We do not make any express or implied warranties with respect to any products or goods we recommend for your use. Our standards and specifications may impose minimum requirements^r quality, taste, cost, delivery, performance, design and appearance, delivery capabilities, financingterms , and ability to service our franchise systems whole. We will notify you in our Manual or other communications of our standards and specifications and^or names of approved suppliers. Required purchases according to our specifications and standards represent approximately ^^4^% ofyour total purchases in connection with the establishment ofyour Restaurant and 3^2^^% ofyour overall purchases in operating the Restaurant.

OhaugesofSuppliers

Ifyou want to use any item that does not comply with System Standards or is to be purchased from a supplier that has not yet been approved, you must first submit sufficient information, specifications and samples for our determination whether the item complies with System Standards or the supplier meets approved supplier criteria. Wewill,within 30 days, notify you of our decision. Ifyou do not hearback fiom us within 30 days, your request is deemed denied. We may charge afee for evaluating alternative suppliers of $250 per day for personnel time plus travel and living expens^^^ We will, from time to time, establish procedures which will be communicated to you in our Manual or other communications, for submitting requests for approval of items and suppliers and may impose limits on the number ofapproved items and suppliers. Approval ofasuppliermay be conditioned on requirements relating to product quality, frequency of delivery, standards of service and concentration of purchases with one or more suppliers in order to obtain better prices and service and may be temporary,pending our further evaluation of the supplier. We will notify you in our Manual or other communications of our standards and specifications and^or names ofapproved suppliers.

O8M^^00002M00^^^00^^30 ^ 4^14 Rebates

We and FRG negotiate with suppliers and manufacturers to receive rebates on certain items you must purchase. The rebates are paid to FRG. FRG's revenue from rebates equaled $0.6^13.42311.090.146 for fiscal year ending December 30. 201229. 2013 which is about 17.4121% of its total revenues of $55.553.44 161.836.419 pursuant to its audited financial statements. The rebate programs vary depending on the supplier and the nature of the product or service. Not every supplier pays rebates to FRG. Certain suppliers and manufacturers pay FRG a rebate that varies and is based on the amount of products ordered.

BASIS FOR REBATE PAYABLE TO PSF PRODUCT PAYABLE TO FRG AND/OR CONFERENCE1 Meat Products MWmOR - $0.20 per $0.003-$0.01 per pound pound Chili $47#lil0 per case $0^3&12 per case Bacon $2.00 per case Tuna $0.12 per case Rolls $0.01 per roll $0.0005 per roll Cheeses $0,005 per pound Dressings $.040 per case BBQ Sauce $1.00 per case $0.25 - $1.00 per case Mustard $1.18 per case Pickles $1 per bucket Cookie Dough $0.50 per case $0.12 per case Brownie $0.12 per case Paper Products/Utensils $0.20 per roll $0.10-$0.35 per case Cleaning Products $0.30 - $0.85 per case Gloves $0.25 per case Sauce Hot Hydrant Bottle $2.50 per case Cause Hot Squeeze Bottle $3.00^HiHLper case Sugar Sub. Packets $0.35 per case Tea Bags $0.25 per case Coca Cola Bottles to Go $0.50 -$3.25 per case Vitamin Bottled Water $1.00 per case Chips $&O92a0-$3.77 per case Bottled Tea $0.50 per case Marinara Sauce $0.05 per case BIB Beverages $4.67/-$6.25 per gallon $0.25 ner Pallon Freestyle Cartridges $5.15-$20^4??43 per $0.88 per cartridge cartridge

1. "PSF" is the Firehouse Subs Public Safety Foundation and the "Conference" is our Annual Franchise Conference.

Capital 94

Our affiliate - Capital 94 - provides restaurant equipment financing and other financing only to certain franchise owners that meet its qualifications. You are not required to obtain financing from Capital 94. Capital 94 is our affiliate, but none of our officers own an interest in it. (See Items 1 and 10)

OBM 38202.00002\10095895.2610095895.30 18 mm- 4/24/14 A^^FoodBroke^e

FRGown5a40%memb^hipm^^ brokerage firm^provides food, paper and sundry item^ None of our officers or directors own an interest in, and tbey also do not serve as officers or directors of, N^ Food. We, and our francbisees,useth e services of National Food trom time to time,bnt you are not required to do so.

Res^ur^Develop^ent

We requireRestaurants to be constructed or remodeled in accordancewitb our specifications. Tbe Franchise Agreement requires tbat you purchase or lease and use only sucb equipment and supplies as we may specify or approve. Wealso will furnish you with mandatory and suggested specifications and layouts, including requirements f^r dimensions, design, image, interior layout, decor, fixtures, equipmen^^ signs, furnishings and color scheme.

Co^puferH^dwareandSoftware

Werequireyoutopurchasecomputerhardwareandsofiwareas well asawired,high-speed internet connection that meets our specifications and standards. Among otherthings,thesoftwarc enables youtouse ourrequiredMIS system. Currently, thesearetheminimumrequirementsfbr computer hardware and sofb^are^i) Intel ^ual^ore Pentiums processor,2CBl^ Network Card, DSL or cable modem, Sound Card and Speakers, keyboard, Mouse, andal7" Monitor andaprinter (wired and preferably an HFlaser printer) and (ii)Windows7or newer withMicrosofi Office2^2007 2010 or n^w^20^ installed ^to include Fxcel Word and Powe You must have Adobe Reader version^ornewerLL installed. You must have an anti-virus program licensed for business use with an active definition subscription installed on all Windows-based computer systems and must be configured to automatically update. Aplain-paper^fa^ facsimile machine is required. It must be capable of picking up on thefirst or second ring, store callsin memory in the event of paper/ink outage,withaminimum21,900bpo modem. AFOS System that we designate,which may change from timetotime,m^tbeinstalled.—TheFOS System must haveaminimumof two PCS unit^.—ThePOS System mn^t be connected to the internet viaawiredhi^h^peed internet connection 14400 bps modem We estimate that these items a^eO^^% to 0^^^% ofyour total costs too St^BS^Restaurantand 0^85% to^092%ofthe total costto operate it

Sife

We must approve the Site for your Restaurant. The Site must meet our criteria for demographic characteristics,trafficpatterns,parking,character of neighborhood, competition from and prox^ other businesses and other Restaurants, the nature ofother businesses in proximity to the Site and other commercial characteristics and the size, appearance and other physical characteristics ofthe proposed Sit^ and any other factors or characteristics we consider appropriate. Cur criteria and our evaluation of them, may vary periodically and from location to location. We also must approve the lease or sublease for the Site of your Restaurant prior to your signing them. Youmustdeliveracopy ofthe signed lease to us withinl^ days afrer its execution. Cur approval of the lease indicates only it contains certain elements that we deem mandatory from time to time. Curreviewandapprovalofthe lease is notasubstitute for your own review and understanding ofthe complete lease.

If you lease the Site fromathirdparty,or purchase the Sitc,we first must approve thelease, financingand/orpurchasedocumentsthatyou willsign. We may require that they containcertain provisions that are designed to protect our rights. You and your lessor and, if applicable, any lender for the Site also must sign our then current form of Addendum to Lease Agreement (the ^Lease Addendum") whichisattachedtothisDisclosureDocumentasLxhibit^F." TheLease Addendum OBM^020ooo2Mo^^^m^^^ ^ 4^14 general protect our rights unde^ auyofyourohhgatioustous,andyou^ mterferencchy Anders and mortgage holders. Any person who is related to or affiliated with you or one of your owners, directors, officers or other principals, and who plans to lease the Site to you or ow ohtain financing for the Site, must agree to he hound hy these provisions.

tender theLeaseAddendum,we can take possession of the Restaurant'sSite if you violate the leaseoranyohligationtous. You still will he responsible for alllease obligations covering the time before we take over. Ifyou and the landlord for the Site are or become related in ownership or control, and we eventually take over the Site, any lease will be amended to be the same length as the Franchise Agreement, to be consistent with commercially reasonable ^triple-net" leases being signed in your metropolitan area and to reflect the Site'sfair market rental value in your metropolitan area.

Insu^nce

In addition to the purchases or leases described above, you must obtain and maintain, at your own expense, such insurance coverage that we require from time to time and meet the other insurance-related obligations in the Franchise Agreement. The cost ofthis coverage will vary depending on the insurance carrier's charges, terms of payment and your history. All insurance policies must name us as an additional insured party. We currently require you to carry Worker's Compensation insurance and Comprehensive General Liability insurance including products liability coverage in the minimum amou of $1,000,000 and contents coverage in the minimum amount of $125,000. You must also carry Commercial Automobile vehicleLiability insurance for all owned, hired and non-owned vehicles with minimum coverage limits of$l,000,000. Limits outlined in this section are minimums. The minimum contentscoveragemay not fully cover the replacement cost representedinTenant Improvements and Equipment. You are responsible for consulting with insurance professionals to evaluate your own risk and exposure related to your restaurant and business needs.

M^celfaneou^

Except as described above, neither we nor our affiliates currently derive revenue or other material consideration asaresultofrequired purchases or leases. There currently are no purchasing or distribution cooperatives. Wedo negotiate purchase arrangements with suppliers for the benefit of franchisees and we do derive revenue or other material consideration asaresultofrequired purchases or leases.

TTEM^ ERANCHfSEESOBLIGATIONS

This fahlehsts your principal ohhgafions under fhe franchise and other agreements' Itwitiheip you find n^ore detailed inforn^ation about your obligations in these agreements and in other items of this Disclosure Documents

Section in Disclosure Obligation Franchise Agreement Document Item (a) Site selection and acquisition/lease Section 3; Lease Addendum, Sections Items 7, 11 and 12 3 and 5 of the Development Agreement (b) Pre-opening purchases/leases Sections 3 and 4; Lease Addendum; Items 5, 6, 7, 8, 11 Section 4 of the Development and 16 Agreement (c) Site development and other Sections 4 and 6; Section 3 and 5 of Items 6, 7 and 11 pre-opening requirements the Development Agreement

OB\nX202.00002\10095SQ5.?.fi1009^895.10 mm- 20 4/24/14 Section in Disclosure Obligation Franchise Agreement Document Item (d) Initial and ongoing training Section 6 Item 11 (e) Opening Sections 4.5 and 4.6 Item 11 (f) Fees Sections 4.4, 5, 6.1, 11.1, 11.5, 11.6, Items 5, 6 and 7 14.3 and 15.5; Section 1 of Deposit Agreement; Section 4 of the Development Agreement (g) Compliance with standards and Sections 2.1, 3.3, 4, 6, 7, 8, 10, and 12 Item 11 policies/Operating Manual (h) Trademarks and proprietaiy Sections 7 and 8; Sections 6 of the Items 13 and 14 information Application and Deposit Agreement (i) Restrictions on products/services Sections 4 and 10 Items 11 and 16 offered (j) Warranty and customer service Not Applicable Not Applicable requirements (k) Territorial development and sales Sections 3 & 4; Section 3 of the Item 12 quotas Development Agreement (1) On-going product/service Sections 4 and 10 Item 8 purchases (m) Maintenance, appearance and Sections 4, 10.4 and 15.1 Items 11 and 17 remodeling requirements (n) Insurance Sections 4.5 and 10.2 Items 7 and 8 (o) Advertising Sections 4.6 and 11 Items 6, 7 and 11 (p) Indemnification Sections 7.5 and 18.4; Section 4 of Item 6 Conditional Assignment of Telephone Numbers; Section 8.3 of the Development Agreement (q) Owner's participation/ Sections 2.1, 6, 9, 10.10 and 10.11 Items 11 and 15 management/staffing (r) Records and reports Sections 10, 12 Item 11 (s) Inspections and audits Section 13 Items 6 and 11 (t) Transfer Section 14; Section 6 of the Items 6 and 17 Development Agreement (u) Renewal Section 15 Items 6 and 17 (v) Post-termination obligations Section 17; Section 5 of Deposit Item 17 Agreement (w) Non-competition covenants Sections 8.3, 9, 10.10, 10.11, 14.3 and Item 17 17.4; Section 5 of the Application and Deposit Agreement (x) Dispute resolution Sections 19.3, 19.5-19.14 and 20; Item 17 Section 6 of Lease Addendum; Section 9 of Conditional Assignment of Telephone Numbers and Listings Agreement; Section 7 of Deposit Agreement; Section 10 of the Development Agreement (y) Owners/Shareholders Guaranty Section 1.5(e); Section 1.5(e) ofthe Item 15 Development Agreement and Principal Owner's Guaranty

OB\138202.00002\I0095895.2610095895.30 21 $mu~ 4/24/14 TTEM^ FINANCING

Except as set fb^h below, neither we nor ^ financing toyoo,orguaranteesany note, lease orobligation. Onr affiliate Capital 94 provides restaurant equipment financingan d other financingt o franchise owners that meet its qoalifi^ You are not required to obtain financingfro m Capital 94. The following summarizes the financingterms(se e Exhibits" for Financing Documents^

SUMMARY GEEINANCINCGEEERED

Term Documenf/Secfion Proton (a) Item Restaurant Loan and Security R^aU^nt aS5^5h5^d On Scheme Financed Agreement (^Security attached to Security Agreement Agreemenf^^L4 (b) Amount Security Agreement Recitals; Typically between $20^^^ and Financed Promissory Note (^Nofe") ^O^O (c) EoanFee Security Agreement ^3.5 1.5% oforiginal principal amount. (d) Term Note Typically between 12months and 84 (Years) months (e) AFR% Note Afixed rate using the then-current Prime Rateplusatactorofl 6% TheAPRis calculated at the time ofthe loan and remains fixed for the life ofthe loan. Currently ^^%to9^% (f) Monthly Note Equal monthly payments tor the term. Payment (g) Eate SecurityAgreement^4.5 $250 if any payment is paid more than5 Payment days afrer its due date. Fees (h) Prepayment Not Applicable Penalty (i) Waiver of Security Agreements The Borrower waives presentment, notice of Defenses dishonor and protest of all instruments included in or evidencing any ofthe indebtedness or collateral and any and all other notices and demands whatsoever. (i) Security Security Agreement ^5.1;4.4 Security interest in the Restaurant being Required financed and other borrower assets; Life Insurance (k) Liability Security Agreement ^6.2 The Lender may declare the loan Upon immediately due and payable and foreclose Default its liens on any or all ofthe collateral and terminate any Franchise Agreement between the borrower and us. (1) Methodof Note Monthly Payment (m) Governing Security Agreements.6 Florida Law

O8M^20200002M0^^^100^^30 22 Term Document / Section Provision (n) Guarantee Guaranty The Lender may require the owners of the Obligor to guarantee its obligations under the Note and Security Agreement.

Capital 94 does not, nor does it have plans to, sell, assign or discount to a third party any of the financing, but reserves the right to do so. We do not receive any payments from Capital 94 or any other person, for any placement of financing.

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

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

Pre-Opening Obligations: Before you open the Restaurant, we will:

1. Evaluate you while you work a minimum of 50 hours at a Restaurant that we designate and provide you with Confidential Information. (Deposit Agreement - Sections 3 and 6)

2. If you do not enter into a Franchise Agreement within 60 days of the date of the Deposit Agreement the Deposit Agreement is terminated and you must return all Disclosure Documents and Confidential Information. (Deposit Agreement - Section 7)

3. Within 180 days of signing the Franchise Agreement, you must find a Site that we have approved and sign a lease for the Site acceptable to us. The Site must meet our criteria for demographic characteristics, traffic patterns, parking, character of neighborhood, competition from and proximity to other businesses and other Restaurants, the nature of other businesses in proximity to the Site and other commercial characteristics, and the size, appearance and other physical characteristics of the proposed Site. We will approve or disapprove a site you propose for the Restaurant within 30 days after we receive the complete site report and other materials we request. (Franchise Agreement - Section 3.1) We may terminate the Franchise Agreement if you fail to obtain a Site and begin operating the Restaurant within 12 months of the date of the Franchise Agreement. (Franchise Agreement - Section 4.5)

4. Furnish you with mandatory and suggested specifications and layouts for a FIREHOUSE SUBS® Restaurant, including requirements for dimensions, design, color scheme, image, interior layout, decor, and Operating Assets which include fixtures, equipment, signs and furnishings. (Franchise Agreement - Section 4.1)

5. Retain the right to disapprove architects that you may choose (at your expense) to prepare all required construction plans to our specifications. Retain the right to disapprove contractors to construct your Restaurant (at your expense). You must give us notice of commencement of construction of your Restaurant within 10 days of its beginning date and progress reports including digital photographs of the construction supporting the findings at least every 2 weeks thereafter. We will, at your expense, require that additional digital photographs be provided to us. Construction of the Restaurant must be completed with 180 days of our Site approval. (Franchise Agreement -Section 4.1)

6. As discussed in Item 8, identify the fixtures, furnishings, equipment (including cash registers, telecopiers and computer hardware, software and facsimile machine), food and beverage products, materials and supplies necessary for the Restaurant to begin operations, the number and type of telephone lines, the minimum standards and specifications that must be satisfied and the suppliers from

OBM 3g202.00002\10095895.2610095895.30 23 mm- 4/24/14 whom these items may be purchased or 1^ (Franchise Agreement Sections

7. Loan you one copy ofour Manuals. (Franchise Agreement-Section 10.1)

8. Assist you in planning the market introduction advertising and promotional program For the Restaurant. (Franchise Agreement-Sections.6)

9. Train you andlotherperson(oriFyou areaBusinessEntity,upto2of your owners). (Franchise Agreement Section 6.1)This training is described in detail later in this Item. Post-Opening Obligations: During your operation oFthe Restaurant, we will:

1. Advise you From time to time regarding the operation ofthe Restaurant based on reports you submit or inspections we make. In addition, we will provide guidance to you on standards, specifications and operating procedures and methods utilized by Restaurants; purchasing required fixtures, Furnishings, equipment, signs, products, materials and supplies; recipes, tbod preparation methods, and menu items; use of suppliers, approved products,volume buying; advertising and marketing programs; employee training; and administrative, bookkeeping and accounting procedures. This guidance will,atourdiscretion,beFumished inourManual,bulletins or other written materials and/or during telephoneconsultations,e-mails,webbased or other electronic means and/or consultations at our o or the Restaurant. (Franchise Agreement Sections)

2. Furnish you, at your request, with additional guidance, assistance and training. (Franchise Agreement-Section 6.2)(Seeltem6above.)

3. LoanyouonecopyoFourManuals, consisting of such materials(which may include audiotapes, videotapes, magnetic media, computer sofiwareand written materials) that we generally tumish to franchisees for use in operating Restaurants. The Manual contains mandatory and suggested specifications, standards, operating procedures and rules (^System Standards") that we prescribe from timetotime for operation ofaFlR^HOUSE SUBS® Restaurant and infr^rmation relating to your other obligations under the Franchise Agreement and related agreements. The Manual may bemodified, updated and revised periodically to reflect changes in System Standards. (Franchise Agreement Section 101)

4 Issue, modify and supplement System Standards for FIREHOUSE SUBS® Restaurants. We may periodically modify System Standards,which may accommodate regional or local variations as we determine, and these modifications may obligate you to invest additional capital in the Restaurant and/or incur higher operating costs. However, these modifications will not alter your fundamental status and rights under the Agreement. (Franchise Agreement-Section 10.3)

5. Inspect and observe, photograph and videotape the operations ofthe Restaurant, remove samples of any products, materials or supplies for testing and analysis, interview the Restaurant's customers and personnel, and inspect and copy any books, records and documents relating to the operation of the Restaurant from time to time to assist you in complying with the Franchise Agreement and all System Standards. (Franchise Agreement-Section 13.1)

6. Establish, maintain and administer an advertising system fund (the ^SystemEnnd"). You are obligated to contribute to the SystemFund such amounts that we prescribe from time to time(see Item 6,^System Fund" section). Restaurants owned and operated by us and our affiliates will contribute to the System Fund on the same basis as franchise owners. (Franchise Agreement-Sectionll.l)

OB\138202.00002\10095895.2610095895.30 24 mm- 4/24/14 We will delete some of our obh^io^ See Exhibits" for more mfbrmafiouregardmgthem.

SystemFund

Wehave es^ishedandadmimsterthe System Fund fbrtheereatiouanddevelopmeut of marketm^advertismg and rented programs and materials ouas^ You must eoutribote up tol%(eurreutlyl%) of your Gross Sales to the System Fuud. The System Fuud may he used to pay the eosts of preparing and produemg video, audio and written advertising materials; administering regional and multi regional advertising progr^^ and other media advertising and employing advertising,promotion and marketing agencies; marketing and advertising training programs and materials; and supporting puhlierelations,soeial media, market research and other advertising, promotion and marketing activities that will he used on advertising. The System Tund will periodically furnish you with samples of advertising, marketingand promotional formats and materials at no cost. Multiple copies of such materials will he furnished to you at our direct costof producing them, plus any relatedshipping,handlingandstorage charges. We willdirectall programs financed hy the System Fund,with sole discretion over the creative concepts, materials and endorsementsusedandthegeographic,market and media placement and allocation of the programs. (Franchise Agreement Sectionsll.landtl.2)

The System Fund is accounted for separately from our other funds and will not he used to defray anyofour general operating expenses,except for such reasonahle salaries, administrative costs,travel expenses and overhead, including rent and utilities, as we may incur in activities related to the administrationofthe System Fund and its programs, including,without limitation, conducting m research,preparingadvertising,promotionandmarketing materials andcollecting and accounting fr^r contrihutions to the System Fund. All interest earned on monies contributed to the System Fund will he used to pay advertising costs hetbre other assets of the System Fund are expended. We may spend, on behalf of the SystemFund, in any fiscal year an amount greater or less than the aggregate contribution of all Restaurants to the System Fund in that year, and the System Fund may borrow from us or others to cover deficits or invest any surplus for future use. If we lend money to the System Fund,we may charge interest at an annualrate 1% greater than the rates we payour lenders. Wc will prepare an annual statement of monies collected and costs incurred by the System Fund and furnish the statement to you upon written request. The System Fund is not audited. We do not intend to use any monies from the System Fund for the preparation offranchise sales solicitation materials. We have the right to cause the SystemFund to be incorporated or operated throughaseparate entity at such time as it deems appropriate, andthesuccessorentitywillhavealloftherightsanddutiesdescribedintheFranchise Agreement. (Franchise Agreement^Sectionll.3)

The System Fund is intended to maximize recognition of the Marks and patronage of F1REF1GUSE SUBS® Restaurants Although we will endeavor to utilize the System Fund to develop advertising and marketing materials and programs and to place advertising that will benefit all FIREHOUSE SUBS® Restaurants,we undertake no obligation to ensure that expenditures by the System Fund in or affecting any geographic area areproportionate or equivalent to the contributions tothe System Fund by FIREHOUSE SUBS® Restaurants operating in that geographic areaorthat any FIREHOUSE SUBS® Restaurants will benefit directly or in proportion to its contribution to the System Fund from the development of advertising and marketing materials or the placement of advertising. We assume no other direct or indirect liability or obligation to you with respect to maintaining,directing, administering or collecting amounts due to the System Fund. (Franchise Agreement Sectionll.4)

Franchisee contributions to the System Fund will generally be onauniform basis, but we reserve the right to defer or reduce contributions ofafranchisee and, upon 30 days'prior written notice to you, to reduce or suspend contributions to and operations of the System Fund for one or more periods of any

OBM^^0^2M^^^^^0^^30 25

4^14 length and to terminate (and, if terminated, to reinstate) the System Fand. If the System Fnnd is terminated, all unspent monies, less any outstanding ae^ termination will he distributed to franchisees in proportion to their respective eontri^^ Fund during the preeedingl^ Accounting Period. We and our affiliates will contribute to the System Fundonthe samebasis as franchise owners tor any FIREHOUSE SU8S®Restaurantstheyown and operate. (Franchise Agreement Sectionll.l)

Ourin^the fiscal ve^r ending Oece^ber^ 201229 2013 the System Pund spent ^59% on administrative and general, 2^14% on research and development, 0% on printing, ^283 7% on professional services, 3^^% on public relations,0% on interest, and 2^1^% on other. None of the System Fund is used to solicit franchisees.

We have not established an Advertising Council.

EocalAdvertismg

In addition to your required contributions to the System Fund and any required market introduction advertising expenditures, you are obligated to spend for advertising and promotion of the Restaurantnotlessthan2%(currently 2%) of your Cross Sales measured over continuing^Financial Statement Periods. We may reviewyour books and records relatingtoyourexpendituresforsuch advertising andpromotion. If wedetermine that you havcnot spent therequisite amounts, wemay require you to pay the unexpended amounts into the SystemFund. (Franchise Agreement^Sectionll.5)

All advertising, promotion and marketing must be completely clear and factual and not misleading and conform to the highest standards of ethical marketing and the promotion policies wh^ we prescribe from time to time. Samples ofall advertising, promotional and marketing materials that we have not prepared or previously approved must be submitted for approval before you use them. Ifyou do not receive written approval within 15 days afrer we receive the materials,we will be deemed to have disapproved them. You may not use any advertising or promotional materials that we have disapproved. (FranchiseAgreement^Sectionll.5) (Seeltems6,8and9)

Advert^mgC^op

Wehave established an association of franchisees (the^Co-op")in which you must ^oin and actively participate. We, along withthe Area Representatives,arealsoMembers of the Coop. The Coop is governed bya^oard of Directors consisting of9members,5of whom are elected by you,3by the Area Representatives and 1 appointed by us. We have the sole right to authorize dissolution of the Co-op and tovoteasamemberoradirectortoresolveatie as to any deadlock among members or directors. We,alongwitham^orityoftheDirectors,may alter, amend or repeal the Eylaws. Acopyof the current form of Articles of Incorporation and Bylaws are attached as Exhibits ^ and respectively. You must contribute not less than 2% of Cross Sales. The co-op mav requireahi^her contribution rate Failure to timely contribute the amounts required bv the Co-op constitutesamaterial break of your Franchise Agreement. We must approve all advertising utilized by the Co op and it must use our MIS System and pay us our MIS System Fee. (Franchise Agreement^Sectionll.6)

Hardware and Software Requiremenfs

Youmust obtainaBackOffice PCthat meets ourspecificationsand standards, whichmay change from time to time, two telephone lines,afacsimile machine withaseparate phone number and line,wired high-speed internet connection withaminimum speed ofl.5Mbs,andaPCS system. The Back CfficePC must contain, and you must bereasonably proficient with, suchcomputersofiware programs that we designate for use from time to time, including: database, spreadsheet, financial,wor d processing, communications, e-mail and calendaring programs. You must:(a) supply us with any and all OBM3^^0^^^^^0^^ 26 4^14 codes, passwords,aodmfbrmafion necessary toaccessyour computer network and notchangethem without first notifying us; and^not load or utilize any sot^are that we hav^ torus. We will have access to your computer network at all times. (FranchiseAgreement Section 10.6)

Currently the minimum requirements for the Back OfiicePC,which may he purchased fiom any computer equipment manufacturer, are an Intel Dual^ore^n^un^^processor,2CB^ 120 CB drive, ^i^^Nctwork Card, DSL or cahle modem, Sound Card and Speakers, keyboard, Monse, andal7" Monitor andaprinter (wired and preferably an HP laser printer). We currently require the following software: Windows7ornew^erwithMicrosoftOffice^^2007 2010 orn^we^2013installed (to include Excel,Word, and PowerPoint) manufactured by Microsoft Corp.,lMicrosoftWay,Redmond, Washington 98052(425) 8828080. You must have Adobe Reader version6ornewerLL installed. You must have an anti-virus program licensed for business use with an active definition subscription install on all Windows-based computer systems andmustbeconfiguredtoautomatically update. Youare responsible for obtaining the necessary training for proficiency in these programs. You may obtain the Back Office PC and software ftom anyone you choose. Wedonotrequireyouto purchase an ongoing service contract for these programs or Back Office PC. We may provide you guidance and assistance with respect to the operation ofthis system in accordance with our System Standards.

^FOS^y^^t^^^ ^ PCS System must haveaminimumoftwoPOS units The PCS System must he connected to the internet v^awiredhi^speed internet connection

In general, we estimate that the cost to obtain these systems is as follows:

System Base Price 2POS System with BackOffice PC $12 01110 842 ^141^ 2POS System withoutPC $111859947 ^10^7 3POS System with Back Office PC $1645214441

3POS System withoutPC $^^1^46 ^1^

You will be required to upgrade the hardware and software from time to time. The estimated cost of such upgrades is between $500 and $2^000^000 per year.

Neither we,ouraffiliates,nor any thirdpartiesarerequiredtoprovide ongoing maintenance, repairs, upgradesor updates toyour Back Office PC. Currently, there arenooptional or required maintenance/upgrade contracts for the Back Office PC. Weestimatethatitwillcostvou^-8^unto$245 per month fbrasubscription and help desk support fromthePOSvendor for thePOSSystem. This monthly fee provides support for the cash register and POS System. The antivirus protection for the operation ofthe POS must be purchased separately. The POS Vendor help desk will provide assistance with the many reports available and the operation of the POS System. If there is a mechanical malfunction with the POS System, the vendor works with you to getareplacement.

Oenerally,youwillincuramonthly cost to obtain access to internet services from an internet service provider (^lSP")andadigital subscriber line (^OSL"). We estimate that your monthly fee to an ISP would range from $50 to$125 depending on the services provided by the ISP.

You must use the reporting and accounting system that we require from time to time. Youmust deliver financial and operating reports to us including via access to our internet accounting system. We O8M^2020000^m^^^00^^30 27 ^13- 4^14 have access to such information through the computer system at all times. (Franchise Agreement - Sections 12.1 and 12.2) We charge an accounting system fee. See Item 6.

We are not obligated to provide or assist you in obtaining any of the above items or services.

PCI-DSS Compliance Firehouse of America has partnered with Vendor Safe Technologies to assist the franchisee with compliance ofthe Payment Card Industry Data Security Standard (PCI-DSS). Vendor Safe provides a managed firewall which must be installed at all times between the Internet Service Provider (ISP) equipment and the computer equipment in the restaurant (POS system, back office computer, camera equipment, etc.), satisfying one requirement of the PCI-DSS. The franchisee is solely responsible for meeting all requirements of the PCI-DSS as outlined on the Payment Card Industry Security Standards Council website and the credit card merchant agreement. The base service is ^uaeM^provided at no cost to the franrhiQPP To remain comliapt there mav he additional hardware and SOftWHte YOU ngfid tQ purchase.

Websites We will control or designate the manner of your use of all URLs, domain names, website addresses, metatags, links, key words, e-mail addresses and any other means of electronic identification or origin ("e-names"). We will also designate, approve, control or limit all aspects of your use of the Internet, Intranet, World Wide Web, wireless technology, digital cable, use of e-names, e-mail, home pages, bulletin boards, chatrooms, linking, framing, on-line purchasing cooperatives, marketplaces, barter exchanges, and related technologies, methods, techniques, registrations, networking, and any electronic communication, commerce, computations, or any means of interactive electronic documents contained in a network of computers or similar devices linked by communications software or hardware (collectively, "e-commerce"). You must follow all of our policies and procedures for the use and regulation of e-commerce. We may require that you provide graphical, photographic, written or other forms of artistic or literary content to us for use in e-commerce activities associated with the Marks or the System which we may designate. We may restrict your use of e-commerce to a centralized website, portal or network or other form of e-commerce that we designate or operate. We may require that you provide information to us via e-commerce. You must be bound by any terms of use, privacy policy and copyright notice and takedown policies and the like that we establish from time to time. We may require you to, at your expense, coordinate your e-commerce activities with us, other FIREHOUSE SUBS® Restaurants, suppliers and affiliates. We may require you to participate in any internet or intranet networks we establish and obtain the services of and pay the then current fees for ISP and ASP services and the like. We own all rights, title and interest in and to any and all websites and any e-names we commission or utilize, or require or permit you to utilize, in connection with the System which bear our Marks or any derivative of our Marks. We own all rights, title and interest in and to any and all data or other information collected via e-commerce related to the System or the Marks, including any customer data, click-stream data, cookies, user data, hits and the like. Such data or other information also constitutes our Confidential Information. (Franchise Agreement - Section 11.7)

Time To Opening If you enter into a Deposit Agreement with us, you must sign a Franchise Agreement within 60 days. You must open your Restaurant within 12 months of signing the Franchise Agreement

We estimate that there will be an interval of 14 months between the signing of the Deposit Agreement and the opening of the Restaurant. This interval may vary depending on the location and condition ofthe Site, the construction schedule for the Restaurant, the extent to which an existing location must be upgraded or remodeled, the delivery schedule for equipment and supplies, delays in securing nmnom nnnn?\innnsvns iAiqn

Training

You and 1 other person (2 of your owners if you are a business entity) must also complete the initial training program that we provide to franchisees (the "Training Program") to our satisfaction. The Training Program lasts for approximately 8 weeks. The initial 6-7 weeks of training will be conducted at one of our Training Restaurants or any other restaurant which we may designate from time to time. The final week of classroom training is presently conducted at our headquarters in Jacksonville, Florida. The initial training is provided on an as-needed basis, depending on where each franchisee is in the process of opening the first Restaurant. Training is timed as close as possible to the opening ofyour first Restaurant. If an Area Representative is located in your Trade Area, training may be provided by such Area Representative at a FIREHOUSE SUBS® Restaurant that we have certified as a training facility. See Exhibit "N" for more information regarding our Area Representatives. You are responsible for your compensation, travel, lodging and living expenses incurred in connection with your attendance at any training program Neither you nor any other trainee of yours are an employee of ours, and therefore, you and any trainee of yours are not covered by our workman's compensation insurance. We require all trainees to sign our standard Liability Waiver and Release attached as an exhibit to our Franchise Agreement. Currently our Training Program consists ofthe following:

TRAINING PROGRAM

Hours Of Hours Of On The Classroom Job Subject Training Training Location Skills Training Modules 0 144 Our office in Jacksonville, Florida and Area Representatives' Training Restaurants Administration Training 0 96 Our office in Jacksonville, Florida and Area Representatives' Training Restaurants Management Operations and Leadership 0 96 Our office in Training Jacksonville, Florida and Area Representatives' Training Restaurants

, QB\138202.00002\10095895.2610O9589.S.3O 29 smm- 4/24/14 Hours Of Hours Of On The Classroom Job Subject Training Training Location General Manager Certification 40 0 Our office in Jacksonville, Florida Franchise Departmental Workshops 21 0 Our office in Jacksonville, Florida TOTAL 61 336

The materials used in training include the manuals as well as other presentation materials, including PowerPoint presentations, DVDs and handouts. It is the nature of the FIREHOUSE SUBS® Restaurant business that all aspects of training are integrated, that is, there are no definitive starting and stopping times. All training will be conducted by our Training Department, our Area Representatives and/or other affiliates (see Exhibit "N" for information regarding our Area Representatives and Item 2 for information regarding our trainers not listed below). Each instructor will have at least 2 years experience in the subject matter being taught.

Josh Culbreth. Manager of Training: Mr. Culbreth was promoted to Manager of Training in April 2013. Shortly after graduating from Florida Sate, John started with us in August of 2010 as a Shift Leader and worked his way up to General Manager.

kel. Manager of Real Estate: Mrs. Akel has been our Manager of Real Estate since October 2007. With 10 years of commorcial real ostato experienco, she aooisto franchiseos with site and lease approvals and oversees the real estate portfolio of 29 company owned restaurants. Prior to joining Firehouse Subs, Mrs. Akel worked as a Leasing Agent for Dana B. Kenyon company from 2005—2008.

Meghan V Development Manager: Mrs. Vargas was promotod to Development Manager of the Firehouse Subs Public Safety Foundation in December 2011. She began with us in December 2009 as Community Programs Manager of the Firehouse Subs Public Safety Foundation.—She is currently enrolled at the University of North Florida working toward her Masters Degree in Public Administration with a Non Profit Management Focus. Ms. Bender came to Firehouse Subs Public Safety Foundation from the ARC Jacksonville & Ronald McDonald House Charities of Jacksonville.

T vnn Bender: Regional Marketing Manager: Ms. Render was hired as a Repional Marketing Manager in February 2013. Prior to that, she was a Local Marketing Director for the Midwest & West Regions for Outback Steakhouse. Ms. Render has 20+ years of experience working with food service companies in the area of regional & local store marketing. Her responsibilities include supporting Firehouse Subs Franchisees and Area Representatives for coonerative market level advertising, local marketing initiatives and assisting in all other marketing needs in assigned regions. She received a Bachelor of Science Degree in Journalism & Mass Communications from Kansas State University.

Fawn Cheek. Accounts Peyei ^Manager of Financial Operations: Ms. Cheek haswas promoted to Manager of Financial Operations in December of 2013. Previously she was our Accounts Payable Specialist wfrom January 2013 to December 2013. Prior to her promotionflm she was our Accounts Payable Administrator from July 2010 to January 2013. Prior to joining Firehouse, she was a Financial Analyst for Access Medi-Equip from February 2009 to July 2010. From January 2008 to February 2009 she owned and operated Epic Resources (a bookkeeping business). Between July 2005 and January 2008, she was the Accounting Manager for Moe's Southwest Grill. Ms. Cheek is responsible for accounts payable for all company owned restaurants and provides Quickbooks training and support to Firehouse Subs Franchisees and Area Representatives.

QBVl 38202.00002\10095895.2610095895.30 30 $m±- 4/24/14 Jane C^ka^Re^on^ Marketing Manage M^ Cricks was hired as Regional Marketing Manager in April 0^2012. She has worked in retail and restaurant marketing for over 25 years. Prior to herpositionwithns, she worked in marketing and medi^^ inNashville,Tennessee,from2006to2011; A^WRestanrants in Lexington, Kentucky, from 2004,and forMeridian,inLexington,Kentueky,theadvertising agency fr^rPa^oli's and Va^^ InstantOil from 1995 to2001.

Jacouelvn Gnfrhm^ Ponndatinn Programs Managed Ms Guhhins was promoted to Poundation Programs Manager of the Firehouse SuhsPuhhc Safety PoundationinDecemher of 2013 She hegan with us in March of2012 in the role of Poundation Coordinator Ms Guhhinscameto Firehouse Suhs from the North Florida Chapter of luyenileDiahetes Research Foundations She receivedaBachelor's Degree in Communications with an emnhasis in Puhlic Relations from Fl^^^^ CollegemS^Aug^tm^Floridam201L

Briffany Johnson: Regional Marketing Manager: Mrs. Johnson was promoted to Regional Marketing Manager in November 2011. Prior to that, she was the Local Store Marketing Managers from August 2010to November 201L From September 2008 through August 2010, she was the Local StoreMarketing Coordinator. Her responsibilitiesinclude supporting Firehouse Subs Franchisees and Area Representatives for cooperative market level advertising, local marketing initia^^ and planning Crand Openings and assistinginall other marketing needs in assigned regions. She receivedaBachelorofScience Degree in Marketing from the University ofFlorida in 2007.

Heather Richardson. Pinonenti Services Managers—Mrs. Richardson w^as promoted to FinancialServices Manager in December2011. Prior to that, she was our Corporate Store Accountant from Janua^2010to December 2011 From June 2007toJanuary 2010, she wasaStaff Accountant for T.L.Cannon, LLC(an Appleboe^s franchisee). ShereceivedaBachelor^sDegreein Accounting from CklahomaStateUniversitvinMay 2006 AshlevMederos Executive A^si^^ Manager: Ms Mederos has been our Fxecutive Assistant to the CPO and Cuest Relations Manager since November 2006 Her primary focus is^supporting the CFO with daily tasks and overseeing our outsourced Cuest Services program. Market Force.

^ryanRohsLfT Support Specialist: Mr. Robst joined us in 2011as IT Support Specialist. Prior to that, he was Provider RelationsProject Specialist forAlign Networks in Jacksonville, Florida from June 2006 to August2011

Ashley Routte. Cuest Relations Manager: Mrs. Routte has been our Cuest Relations Manager sinceNovember 2006.—Her primary focus isproviding guest servicesupportfbrall FirehouseSubs restaurants.

Scott Schalk. Senior Manager of eommun^ti^Communication: Mr. Schalk was promoted to ^enio^Mana^erofCommunication in January of 2013. PreviouslvDecemberof2013 Previously he was Manager of Communication from January2013 to Decemher2013 Before that he was our Technical Writerfrom October 2010to January 2013. Prior to joining us, he wasaContestant Producer on ^Let'sMakeaDeal" in Los Angeles, California, and Las Vegas, Nevada, from August 2009^Cctober 2010. Mr. Schalk managesourintemalcommunicationsandisinchargeofdesigning, editing,and publishing documents for the company with the goal ofexpanding and enhancing communications efforts fbrthe Firehouse system.

Sheena Simmons. Operations Serviced Technical Manager: Ms. Simmons was promoted to OperationsServicesTechnical Manager in May 201L Prior tothat, she wasaOeneral Manager in several company owned restaurants between January 2005 and May 2001. From October 2003 to January 2005 she served asaFIRE Marshal (Inspector) for Firehouse of America. Ms.Simmons'sareaoffbcus

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4^14 are the techmc^ programs that h^ Ordering System^Vektr(Resta^ She also serveson the OperationsOemmittee and theTeehnolegy Committee fbr^ Marketing Board ofOireetors.

Chadwiek Sorensen Catermg Managed Mr Sorensen was hired as Catering Manager for onr company owned locations in Mareh of 201t. PriortojoiningFirehonse, he wasaContract Manager for CevaLogistics from Aagnst 2009 to February He receivedaBacheioBs Degree in Business from the University ofNorth Florida in 2009

Meghan Var^ Development Managed Mrs Vargas was promoted to Developmem Manager Ofthe Firehouse Subs Fuhli^ Safety foundationmDecemher2014Sheh^^^ as Community Programs Manager ofthe Firehouse Subs Public Safety Foundation She is currently enrolled at the University ofNorth Florida working toward her Masters Degree in Publics withaNon-Profit Management Foeus^ Ms.Vargas^ame to Firehouse S^Fublie Safety F^fl^o^ ^omtheARC^^Ol^^ We may require you to attend periodic refresher training courses at such times and places as we designate. Wemaycharge fees for such courses.

Operations Manual

The table ofcontentsofour Manual is specified in Exhibit ^O" Instead of providingapaper version, we may provide access to the Manual solely through electronic means.

fTEMt2. TERRITORY

Yonwillnotreceiveanexclnsiveterritory for onrUnitEranchiseProgramor our Area Development Programs Yon may face competition fromother franchisees, fromontlets that we own, or from other channels ofdistribntion or competitive brands that we control.

UnitEranchi^e Program

Thcfranchise is granted foraspecific location that first must be approved by us(the"Site^. The trade area ("Trade Area") ofFlREHOUSE SUBS® Restaurants generally consists ofthe Sit^ geographicareawithina lmileradiusaroundtheSite,although wemay vary its si^eunder special circumstances We will not approveaSite within theTrade Area of any other FIREHOUSE SUBS® Restaurants. As longasyouare incompliance with the Franchise Agreement, we willnotgranta franchise for, nor do ourselves operate, FIREHOUSE SUBS® Restaurants within yourTrade Area. Other thanyourrighttooperatetheRestaurant in itsTradeArea,we do not grant you any territorial rights whatsoever(otherthanthroughthe Area Development Program^see below). We may establish other FIREHOUSE SUBS® Restaurants (franchised or owned by us) anywhere that may compete with your location. We retain the right (in our sole discretion)to sell products and provide services authorised for salebyFlREHOUSESUBS®RestaurantsundertheMarks or other trade names,trademarks, service marks and commercial symbols through similar or dissimilar channels (like telephone, mail order,kiosk, co-branded sites and sites located within other retail businesses, stadiums, Intranet, lnternet,websi^^ wireless, email or other tbrms of e-commerce)for distribution within and outside ofyourTrade Area.

AreaDevelopmentProgram

The AreaDevelopmentProgramisgrantedfbraspecific geographical area (the "Development Area") asidentifiedintheDevelopment Agreement. TheDevelopmentAreagenerallyconsistsofan ^8^^^^m^^^^^^ ^ 4^14 area with boundaries on the north, new franehiseeis purchasing Considerationtoproteeteddistanees of stores (t ntiieinthefranehise agreement)is determined when mapping out the area. Asiongasyouareineomphaneewiththe franchise agreement,wewiii not grantafranehisefbraFtR^HOUSESUBS^ Restaurant to he ioea^ the Development Area, tfyou comply with the Development Agreement and ail franchiseagreement s with us, then during the term of the Development Agreement,we will not operate(directly or through an affiliate) nor grantaElR^HOUSESUBS^ franchise for the operation of anyRestaurant to belo^ within your Development Area,exeept tor franchises granted to you. We retain the right (in our sole discretion)to sell products and provide services authorised for sale by FIREHOUSE SUBS® Restaurant under the Marks or other trade names, trademarks, service marks and commercial symbols through similar or dissimilar channels (like telephone, mail order, kiosk, co branded sites and sites located within o^ retail businesses, stadiums, Intranet, lnternet,web sites, wireless, email or other fr^rms of e-commerce)f^^ distribution within and outside of your Development Area. If you do not meet the Development Schedule, we may terminate the Development Agreement.

At the end of the 3rd DevelopmentYear, and every 36 months thereafter, we will^^ reassess the prospects fr^rth e development of E1REHOUSE SUBS® Restaurants in the Development Area. At that time, we may adjust the number ofRestaurants to be developed within the Development Area to account for growth in population and other relevant demographics. If we do so, you and we will agree onanew Development Schedule by increasing the number ofRestaurantsthatyou are to develop and extending the Development Period based on the average time for developing new Restaurants in the current Development Schedule or by mutual agreement. Ifyou do not agree to this new schedule, then we may develop additional E1REHOUSE SUBS® Restaurants within the Development Area either ourselves or through other franchisees,bu t you will maintain the right and obligation to own, open and operate the Restaurants subject to the Development Schedule.

Other than our area development program(seeltemsland5),we do not generally grant options, rights of frrstrefusal , or similar rights to acquire additional franchises, as each franchise is awarded ona franchisebyfranchise basis. Accordingly,you may only acquire additional franchisedE1REHOUSE ® Restaurants from us ifyou meet our qualifications at the time you apply. And we may limit the number ofRestaurants owned by any franchiseeo r its affiliates. You may only relocate your Restaurant with our approval, both for the relocation and for the new site. Weapply the same considerations for evaluating relocations ofaRestaurant and theleasingof an additional site as we dofor Restaurants and sites generally.

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Nevertheless,we retain the right, on behalf of ourselves or through affiliates, in our discretion, and without granting any rights to you, to:

(a) to solicit prospective franchisees and grant franchises or other rights to operate E1REHOUSE SUBS® Restaurants through national or regional advertising, trade shows or conventions or through e-commerce or similar means;

(b) to own and operate FIREHOUSE SUBS® Restaurants ourselves orthrough affiliatesexcept in yourTrade Area;

(c) sell, solicit, recruit and provide services for Restaurants or any franchised business not defined asaFlREHOUSE SUBS® Restaurant;

(d) sell and provide the servicesauthori^edforsaleby,EIREHOUSE SUBS® RestaurantsundertheMarks or other trade names,trademarks, service marks and commercial ^n^^aaoo^mo^^^^^^^ ^ 4^14 symbols through similar or dissimilar channels (like telephone, mail order, kiosk, co-branded sites and sites located within other retail businesses, Intranet, Internet, web sites, wireless, email or other forms of e-commerce) for distribution within and outside of your Trade Area or Development Area and pursuant to such terms and conditions as we consider appropriate; and

(e) solicit prospective franchisees for, and own and operate, businesses and restaurants of any other kind or nature, anywhere

You may use the Internet to advertise only in compliance with the Franchise Agreement.

ITEM 13. TRADEMARKS

We grant you the right to use certain trademarks, service marks and other commercial symbols in operating your FIREHOUSE SUBS® Restaurant. The primary trademarks and service marks we use are as follows: ® FIREHOUSE SUBS® ® ®

®

Trademark and Service Registrations.

The status of the registrations of these Marks on the Principal Register of the United States Patent and Trademark Office (the PTO ) is as follows:

REGISTERED TRADEMARKS AND SERVICE MARKS MARK ^G. NO REG. DATE GOODS/SERVICES 1,903,135' July 4, 1995 Restaurant services 1,983,934- July 2, 1996 Restaurant services, Providing of food and drink

Conducting employee incentive 2,756,219* August 26, 2003 award programs to promote ownership of employee owned franchise restaurants

3,316,544* October 23, 2007 Magnetically encoded credit cards, gift cards 3,482,187* August 5, 2008 Restaurant services 3,482,188* August 5, 2008 Restaurant franchising

QB\138202.00002\10095895.26J 34 4/24/14 REGISTERED TRADEMARKS AND SERVICE MARKS MARK REG. NO. REG. DATE GOODS/SERVICES 3,323,1581 October 30, 2007 Cups; Drinking cups 3,246,353* May 29, 2007 Restaurant franchising 3,253,052* June 19, 2007 Restaurant services 3,833,616 August 17,2010 Iced tea; Colas; Fruit flavored drinks; Fruit-flavored beverages with tea flavor; Non-alcoholic beverages, namely, carbonated beverages; Soft drinks 2,795,059* December 16, 2003 Charitable Fund raising 2,866,824* July 27, 2004 Clothing, namely t-shirts, golf shirts and polo shirts 3,012,834* November 8, 2005 Restaurant franchising 3,012,835* November 8, 2005 Restaurant services 3,027,226* December 13,2005 Cereal based snack foods; foods, namely cookies and brownies 3,031,378* December 20, 2005 Pastries and desert items, namely cookies and brownies 3,063,737* February 28, 2006 Stickers 3,070,838* March 21, 2006 Hats; toy vehicles 3,070,844* March 21, 2006 Bags, namely paper bags 3,082,1971 April 18, 2006 Paper for wrapping and packaging of food 3,306,2951 October 9, 2007 Magnetically encoded credit cards, gift cards 3,323,1571 October 30, 2007 Cups; Drinking cups 3,173,2051 November 21, 2006 Sauces Accepting and administering monetary 3,357,5981 December 18, 2007 charitable contributions; Charitable fund raising CAPTAIN SORENSEN'S 3,161,7731 October 24, 2006 Sauces 3,323,7081 October 30, 2007 Garden salads; Pre-cut vegetable salad; CHIEF'S SALAD Vegetable salads ENGINEER 3,355,5081 December 18, 2007 Sandwiches ENGINEER SUB 2,786,569* November 25, 2003 Food products, namely sandwiches 3,000,715* September 27, 2005 Clothing, namely shirts FIREHOUSE 3,173,030 November 21, 2006 Restaurant services FIREHOUSE HERO 3,323,7351 October 30, 2007 Sandwiches FIREHOUSE "HERO" SUB 3.017.190* November 22.2005 FIREHOUSE STEAK & 3,323,7361 October 30, 2007 Sandwiches CHEESE 3,618,997 May 5, 2009 Accepting and administering monetary FIREHOUSE SUBS PUBLIC charitable contributions; Charitable SAFETY FOUNDATION fund raising services FIREHOUSE FUNDS 3,330,363 Novombor 6, 2007 | Magnetically encoded credit cards

QB\ 13 8202.00002M 0005895.2610095895.30 35 mm- 4/24/14 REGISTERED TRADEMARKS AND SERVICE MARKS MARK REG. NO. REG. DATE GOODS/SERVICES 2,606,263* August 13, 2002 Restaurant services specializing in submarine style sandwiches for public consumption 2,795,060* December 16, 2003 Charitable fund raising 3,014,796* November 15,2005 Restaurant franchising 3,027,225* December 13,2005 Cereal based snack foods; foods, namely cookies and brownies 3,031,377* December 20, 2005 Pastries and desert items, namely cookies and brownies 3,063,736* February 28, 2006 Stickers 3,065,9551 March 7, 2006 Bags, namely paper bags 3,070,8371 March 21, 2006 Hats; toy vehicles 3,082,1961 April 18,2006 Paper for wrapping and packaging of food FIREHOUSE SUBS 3,261,7521 July 10, 2007 Gift cards; Magnetically encoded credit cards 3,323,1561 October 30, 2007 Cups, Drinking cups 3,382,694 February 12, 2008 Financial services in the field of money lending; Consumer lending services 3,615,605 May 5, 2009 Golf shirts; Polo shirts; Shirts; Short-sleeved or long-sleeved shirts; T-shirts; Short-sleeved shirts; Sports shirts; Sport shirts; sports shirts with short sleeves; T-shirts; Tee-shirts 3,827,073 August 3, 2010 Iced tea; Colas; Fruit flavoreddrinks ; Fruit-flavored beverages with tea flavor; Non-alcoholic beverages, namely, carbonated beverages; Soft drinks FOUNDED BY FIREMEN 3.413.742f April 15. 2009 Restaurant services FOUNDED BY FIREMAN 3.413.743t April 15,2008 Restaurant franchising FULLY INVOLVED 2,784,438* November 18,2003 Restaurant services HOOK & LADDER 3,323,7331 October 30, 2007 Sandwiches HOOK & LADDER SUB 2,797,711* December 23, 2003 Food products, namely sandwiches MAKE IT A DOUBLE 3,982,660 June 21, 2011 Restaurant services, featuring specialty prepared sandwiches NEW YORK STEAMER 3,323,7341 October 30, 2007 Sandwiches NEW YORK STEAMER SUB 2,802,416* January 6, 2004 Food products, namely sandwiches 3,791,438 May 18, 2010 Fruit-flavored beverages FIREHOUSE MEATBALL 3,751,737 February 23,2010 Sandwiches THE ROOKIE 3,847,091 September 14, Restaurant services; prepared lunches, 2010 dinners and meals; box lunches, box dinners and box meals; prepackaged lunches, dinners and meals; catering services, restaurant catering OUR WAY BEATS THEIR 4.229.755 October 23. 2012 WAY. IF YOU DON'T AGREE ITS FREE.

•These registrations were granted incontestable status by the PTO in accordance with 15 U.S.C. §§ 1065 and 1115(b).

OB\138202.00002\10095895.2610095895.30 mm- 36 4/24/14 tThese registrations are registered on the Supplemental Register of the PTO and not on the Principal Register.

INTERNATIONAL APPLICATIONS AND REGISTRATIONS

FRG has two international registrations with the World Intellectual Property Organization (WIPO) under the Madrid Agreement and Protocol for the following two marks:

MARK REG. REG. DATE Class/Use NO. 888,157 June 8, 2006 Restaurant services Restaurant services specializing in FIREHOUSE SUBS 888,254 June 8, 2006 submarine style sandwiches for public consumption

Both international registrations designate China, Georgia, Japan, Kenya, Republic of Korea, the Russian Federation and Singapore. The two Marks identified above have been registered in foreign jurisdictions, including Argentina, Australia, BraziLXanada, Chili, China, the European Community, Georgia, the Russian Federation, Hong Kong, Macao, Mexico. Singapore. South Africa, South Korea and Taiwan. Applications are also pending in other jurisdictions, including BfaalPuerto Rico and Venezuela.

There are no agreements currently in effect which significantly limit our rights to use or license the use of our Marks in a manner material to the franchise. There are no currently effective material determinations of the PTO, the Trademark Trial and Appeal Board, the trademark administrator of any state or any court, and, except as summarized below, there are no pending infringements, opposition or cancellation proceedings, or material litigation involving the principal trademarks. All affidavits and renewals required by the PTO where necessary have been filed.

FRG has granted us a worldwide, non-exclusive, license to use and to license our franchisees the right to use the Marks in connection with the ownership and operation of the Restaurants pursuant to the terms and conditions of a written Trademark, Technology and Know-How License Agreement dated December 27, 2004. The term of such agreement is perpetual.

Use ofthe Marks.

You must follow our rules when you use the Marks. You cannot use any Mark as part of your corporate or legal business name or with modifying words, designs or symbols (except for those we license to you). You cannot use any Mark in connection with the performance or sale of any unauthorized services or products or in any other manner we have not expressly authorized in writing.

Infringements.

You must notify us immediately of any apparent infringement or challenge to your use of any Mark, or of any claim by any person of any rights in any Mark, and you may not communicate with any person other than us, our attorneys and your attorneys in connection with any such infringement, challenge or claim. We have sole discretion to take such action as we deem appropriate and the right to control exclusively any litigation, PTO proceeding or any other administrative proceeding arising from such infringement, challenge or claim or otherwise relating to any Mark. You must sign any instruments and documents, provide such assistance and take any action that, in the opinion of our attorneys, may be necessary or advisable to protect and maintain our interests in any litigation or PTO or other proceeding or otherwise to protect and maintain our interests in the Marks.

QB\13«2O2.000Q2\in0Q5895.?.61O09^S9^.3n 37 4/24/14 Ch^^to^M^

If it becomes advisable at any time in onr sole discretion for ns and^or yon to modify or discontinue tbense of any Mark and^ornse one or more additional or substitute trade or service marks, you must comply witb our directions witbinareasonabie time after receiving notice. Wewiiinotbe obligated to reimburse you tor any loss of revenue attributable to any modified or discontinued Mark or for any expenditures you make to promoteamoditied or substitute trademark or service mark. fndemn^c^o^

We will indemnify you against and reimburse you for ail damages t^rwbicb you are beld liable to tbird parties in any proceeding arising out of your authorized nse of any of tbe Marks resulting from claims by tbird parties tbat your use of any of tbeMark^ infringes tbeir trademark rigbts, and ft^r^ you reasonably incur in tbe defense of any sucb claim in wbicb you are named asaparty,so long as you bave timely notified us oftbe claim and bave otherwise complied witbtbe terms of our agreements witb you. We will not indemnify you against tbe consequences ofyour use oftbe Marks except in accordance witbtbereqnirements of our agreements witb you. You must provide written notice to us of any sucb claim witbintO days of your receipt of sucb notice and you must tender tbe defense of tbe claim to us. We will bavetbe right to defend any sucb claim and ifwe do so, we will bave no obligation to indemnify or reimburse you for any fees or disbursements of any attorney retained by you. If we elect to defend the ciaim,we will have the right to manage the defense of the claim including the right to compromise, settle or otherwise resolve the claim, and to determine whether to appealafinal determination of the claim.

Ofher^ses^dProceedmgs.

Weareawareof^e-^ther restaurants and^orbarsusingthetermFirehouseintheirnames^ including in Dayton, Ohio, Oeneva-onDtheDLake, Ohio, Tampa, Florida, Johnson Oity, Tennessee, Parkvilie Maryland Rapid Oitv South Oakota^^ Springs,Oonnecticut. We are not familiar with their operations, or when they started using the names. But, they may have certain rights to continue business under their trade names, in addition to the^e9, f^o^E^^ time to time we learn of other restaurants, bars and businesses that use the term Firehouse their names. Some of these businesses may have certain rights to continue business under their trade names usingtheterm Firehouse. Weaddressthesemattersonacase-byDcasebasisandtakeaction depending upon the circumstances. Additionaiiy,arestaurant and bar located in MyrtieBeach, South Oarohna has the right to continue operating under the name OaiiiBaker'sFirehouse Bar and Oriil^and^a restaurant and bar located in Oincinnati, Ohio has the right to continue operating under the name Firehouse Oriifandawinerv that aisoprovidesanon-siterestaurantiocatedinOeneva-on-the-Fake Ohio has the ri^ht to continue to operate under the name Fireho^seWinerv and offer those services within neighboring counties

On Mar^hi^^FROfiledapetition to cancel re^tr^ ^FIRFFtO^SF andOaimatianio^oB' The respondent raised no co^ntercimms or defenses chanen^ FRO^str^ni^k or service mark ri^ or registrations. FRO settled with the respondent, in which the respondent assigned aiiof its rights title andinterest in andto that registration and re^istrationnumber I903I^and its common iaw rights to FRO in returnFRO^rantedrespondentaiim^^ the mark^ depicted in those t^oregistrationsmconnection^hi^b^ The proceeding wa^ dismissed with prejudice on August 20 200i Cancelation proceeding number 92^^ ^^^^^ ^^C^^.^nitcdStatcsFatent and Trademark Of^ TrademarkTriai^ndApneai Board ^n^y^^OO^F^^dp^i^n^eekingcanc^ themark^Fire House Foods^and registration number242^24 for the ma^^ The respondent did not raise any co^nterc^ ^^^oo^m^^^m^^^ ^ or registrations. This proceeding was settled by the respondent transferring all of its rights and title in and to these marks to FRO. FRG. in turn, granted respondent a limited license to use them. Consolidated cancellation proceeding numbers 92Q42399 and 92042340, Firehouse Restaurant Group, Inc. v. Bradley E. Son, and Firehouse Restaurant Grom Inc. v, FirehQuse FooAi* LLC* United States Patent and Trademark Office. Trademark Trial and Appeal Board.

On April 7. 2004. FRG filed an opposition proceeding seeking to oppose pending service mark application serial number 76484312 for the mark "Firehouse Saloon." The respondent raised no counterclaims or defenses challenging FRG's trademark or service mark rights or registrations. FRG settled with the respondent, in which the respondent assigned all of its rights, title and interest in and to that registration and registration and its common law rights to FRO. In return. FRG granted respondent a limited license to use the mark depicted in the assigned application in connection with its business. The proceeding was dismissed with prejudice on June 23. 2002, Opposition proceeding number 91160052. Firehouse Restaurant Group. Inc. v. Firehouse Saloon Incorporated. United States Patent and Trademark Office. Trademark Trial and Appeal Board.

On October 25, 2006, FRG filed an opposition proceeding seeking to oppose pending service mark application serial number 78477034 for the mark "The Firehouse Brewing Company." The respondent answered the petition denying the allegations and raising defenses. The parties entered into a settlement agreement and the proceeding, and the related and consolidated proceeding identified below, will be dismissed. Pursuant to the resolution, the parties entered into a co-existence and consent agreement under which The Firehouse Brewing Company may use its "The Firehouse Brewing Company," "The Firehouse American Pale Ale" and related marks in connection with the custom manufacture of beer and may obtain trademark registrations therefor, but restricting all other uses thereof. Opposition proceeding number 91173555, Firehouse Restaurant Group, Inc. v. The Firehouse Brewing Company, United States Patent and Trademark Office, Trademark Trial and Appeal Board.

On February 23, 2007, FRG filed an opposition proceeding seeking to oppose pending service mark application serial number 78477023 for the mark "The Firehouse American Pale Ale." The respondent answered the petition denying the allegations and raising defenses. This proceeding was consolidated with opposition proceeding number 91173555 discussed immediately above. Opposition proceeding number 91175836, Firehouse Restaurant Group, Inc. v. The Firehouse Brewing Company, United States Patent and Trademark Office, Trademark Trial and Appeal Board (consolidated with opposition proceeding number 91173555). The parties entered into a settlement agreement and the proceeding will be dismissed. Pursuant to the resolution, the parties entered into a co-existence and consent agreement under which The Firehouse Brewing Company may use its "The Firehouse Brewing Company," "The Firehouse American Pale Ale" and related marks in connection with the custom manufacture of beer and may obtain trademark registrations therefor, but restricting all other uses thereof, Opposition proceeding number 91175836. Firehause Restaurant Grow?. Inc. v. The Firehouse Brewing Comnanv. United States Patent and Trademark Office. Trademark Trial and Appeal Board.

On September 19, 2007, FRG filed an opposition proceeding seeking to oppose pending service mark application serial number 77008488 for the mark "Old Firehouse Winery (and logoV filed bv the respondent. Old Firehouse Winery. Inc. The respondent answered the petition denying the allegations and raising defenses. Thin proceeding remoinr. pondingThe parties entered into a settlement agreement and the proceeding was dismissed with prejudice on Mav 11. 2012. Pursuant to the settlement agreement. Old Firehouse Winery, Inc. may use its "Firehouse Winery" marks and logos in connection with winery related services, and may provide restaurant services under those marks provided they are offered from winery locations within certain Ohio counties. Old Firehouse Winery. Inc. agreed not to object to FRG's use of its marks, and FRG agreed not to serve or make available wine at locations within certain Ohio counties. Opposition proceeding number 91179580, Firehouse Restaurant Group, Inc. v. Old Firehouse Winery, Inc., United States Patent and Trademark Office, Trademark Trial and Appeal Board.

OBM 38202.000Q2\10095805.2610095895.30 39

4/24/14 On Mav 12. 2008. FRG filed an opposition nroceeding seeking to oppose pending service mark application serial number 77247609 for the mark "Firehouse Grille." The respondent filed an answer denying liability. On March 31, 2009. FRG successfully obtained an order from the Trademark Trial Appeal Board granting summary judgment in their favor and the application was successfully opposed and is now abandoned. Onposition nroceeding number 91184009. Firehouse Restaurant Group. Inc. v. Sharon Lea Smith. United States Patent and Trademark Office. Trademark Trial and Appeal Board.

On October 8. 2008. FRG filed a lawsuit for trademark and service mark infringement against Joanna Nueno seeking monetary damages and injunctive relief FRG's complaint alleged that defendants' operation of a restaurant and bar under the name "Firehouse Grill" constitutes, among other things. trademark and service mark infringement of FRG's registered and common law trademark and service mark rights. On June 29. 2009. the Court entered a Final Judgment and Permanent Injunction enjoining Joanna Nueno and her business from using the name "Firehouse Grill" or anv of FRG's registered and common law trademarks and service marks. Firehouse Restaurant Group, Inc. v. Joanna Nueno d/h/a The Firehouse Grill, case number 1 ;08CY0 105.1. United States District Court, Eastern District of Virginia, Alexandria DiviRion, On March 25. 2009, FRG filed an opposition proceeding seeking to oppose pending service mark application serial number 77/272.981 for the mark "Frankie's Firehouse Restaurant." The respondent did not answer. On July 1. 2009. the Trademark Trial and Anneal Board entered judgment in favor of FRG. The respondent's pending service mark application has been abandoned and this proceeding is now concluded. Firehouse Restaurant Group. Inc. v. Frank Vono. Jr.. Opposition proceeding number 91 189428. United States Patent and Trademark Office. Trademark Trial and Anpeal Board.

On August 12. 2009. FRG filed a Petition for Cancellation of registration number 3.272.304 for the service mark "Frankie's Firehouse Restaurant (and design)." The respondent never answered the petition. On December 10. 2009. the Trademark Trial and Anneal Board entered a judgment in favor of FRG and the registration was cancelled. Firehouse Restaurant Group. Inc. v. Frankie's Firehouse International //ic. Cancellation proceeding number 92051337, United States Patent and Trademark Office, Trademark Trial and Appeal Board.

On February 27. 2009. FRG filed an opposition proceeding seeking to oppose pending service mark annlication serial number 77492354 for the mark "Fire House Pizzeria." The annlicant never answered the Notice of Opposition. On June 9. 2009. the Trademark Trial and Appeal Board entered a judgment in favor of FRG and pending service mark application serial number 77492354 was abandoned and the proceeding was concluded. Opposition proceeding number 91189038. Firehouse Restaurant Groun. Inc. v. Corv Williams. United States Patent and Trademark Office. Trademark Trial and Appeal Board.

On July 29. 2010. FRG filed a lawsuit for trademark and service mark infringement against Fire House Burgers and Fries Corp. and its owner. Heckarl G. Alers seeking injunctive relief. FRG's complaint alleges that defendants' operation of restaurants under the name "Fire House Burgers and Fries" constitutes, among other things, trademark and service mark infringement of FRG's registered trademark and service mark rights and is interfering with FRG's plans to expand to Puerto Rico, On or about November of 2010. the parties executed a settlement agreement and on December 15. 2010. the proceeding was voluntarily dismissed bv FRG. Pursuant to the terms of the settlement, the defendants agreed to cease use of the term Firehouse in their business name and changed the name ofthe restaurant to "Burgers .... To Go." Firehouse Restaurant Group. Inc. v. Fire House Burners and Fries Corp. a/k/a Fire House Buners and Fries, Inc. and Heckarl G, Alers, case no, CY. 10-1733 (APC). United States District Court for the District of Puerto Rico. On June 6. 2011. FRG and three of its franchisees filed a lawsuit for trademark and service mark infringement against Firehouse Grill. EEC and two of its owners. Robert A. Davis and Mollv Davis OR\138202.Q00Q2\10005j!0v3610n95KQ.

4/24/14 seeking damages and i^uncfiverehef FRG'scomp^maheges that defend nnder the name "Firehonse Gri^ constitutes among other things trademark and se^e matk infringement ofFRCs registered trademark and service mark rights The defendants fiied answers and connterciaims denying liahiii^ FRG moved to dismisstheconnterciaimsand defendantsamended their connterciaimsGnorahontAngnst^ partiesexecmedasettiementagreementan^onAngnst^201i the parties fiiedastip^^^ the iawsnit with preindice The defendants continue to onerate their Firehouse Griiirestaurantin GincinnatiGhio ^^^^^^^^ ^^ ^C caseno i^lcv^ United States Dis^ division.

Gtherthan as descrihedahove,wedonot actuary knowof either superior prior rightsor infringing uses that couidmateriaify affect your use ofour principal trademarks in any state.

ITEMI^ PATE^TS^GGPY^GHTSA^^PRGPRIETARYINEGRMATIG^

There are no patents orpending patents that are material to the franchise.

We claim copyrights in the Manual and the menus, and advertising materials and related items nsed in operatingthe franchise. These copyrights have not heen registered with the United States Registrar of Copyrights.

The Manual, which is described in Item 11, and other materials we possess contain our confidential information. This informationincludessiteselectioncriteria^ recipes^methods, formats, specifications, standards, systems, procedures and sales and marketing techniques nsed, and fowled and experience, in developing and operating Restaurants^ marketing and advertising programs for Restaurants^ knowledge of specificationsfbrandsuppliers products, materials and supplies^ and knowledge of the operating results andfinancial performance of Restaurants other than your Restaurant. All ideas, concepts, tecl^i^ues or materials relating to Restaurants ^including any specific to your Restaurant),whether or not constituting pretectal hehalfofyou or your owners, must he promptly disclosed to us, will he considered our property and part of our franchise system and will he considered to he works made fbr hire for us. You and your owners must sign whatever documents we request to evidence our ownership or to assist us in securing intellectual property rights in such ideas, concepts, techniques ormaterials. EveryFtREHGUSESUBS^containsamuralonawall with artwork we commission. We own the artwork and all copyrights in it.

You may not use our confidential information in an unauthorized manner and must take reasonable steps to prevent its disclosure to others. Seeltems5and7.

There currently are no effective determinations o any court regarding any of the copyrighted materials. Nor are there any agreements currently in effect which significantly limitour right touse or auth^^ Furthermore, there are no infringing uses actually known to us which could materially affect a franchisee'suse of the copyrighted materialsin any state. Wearenotre^uiredby any agreement to protect or defend copyrights or confidential information, although we intend to do so when this action is in the best interestsoftheFlREFlGUSESUBS^ System omnfm)? onon?.\umow>wfiioo9589^o 41 mm- 4/24/14 TTEM^ O^GAT^TOPART^PATE^THEACT^AE OPERATION OETHEERA^CH^E8U^ESS You must ataH timesfaithfuny, honestfy and dihgeutfy perform yourobhgatious under the Pranehise Agreement, eontinueusfy exert your best efforts to promote and enhance th^ engageinany other business or activity that eonfiiets with yonrohhgations to operate the eomphanee with the Pranehise Agreement. You ^or your owners) unless we agree otherwise, are obligated to participate personally in the direct operation ofthe Restaurant. Unless we approve otherwise, the operating partnermust have and retain at least 50^0 ownership ofthe Restaurant.

Ifyouareaeorporation, limited liability company or limited partnership, your owners must not only personally guarantee your obligations under the Franchise Agreement but also agree to be personally boundby,andpersonally liablel^rthebreachof,every provisionofthePranchise Agreement,both monetary obligations and obligations to take or refrain from taking specific actions or to engage or re^^ from engaging in specific activities. The form of"Princip^ Owners Ou^r^nty" is attached as Exhibit "Pl.^ Were^uireyoutocompletea^Princi^ Owners Statement in the form attached as Exhibit The Principal Owner's Statement describes all of your owners and their interests in you. APrincipal Ownerisanownerofany ownership interest inabusiness entity. Ifyour spouse or other family members are also owners of your business entity,they must sign the Principal Owner'sOuaranty.

ITEMI^ RESTRICTIONS ON WHATTHEERANOHISEEMAYSEEE You must offer for sale all products, and perform all services, that we require from time to time forRestaurants. Youmay notoffer for sale any products or perfbrmany services that wehavenot authorised. ^Seeltems8and9) Our System Standards may regulate required or authorised products, product categories and supplies. We do not impose restrictions or conditions that limit your access to customers. We have the right to modify System Standards which may accommodate regional or local variations, and any such modifications mayobligate you toinvestadditionalcapitalintheRestaurant ^O^if^ Modi^fions") and^or incur higher operating costs^ provided, however, that such modifications will not alter your fundamental status and rights under your Franchise Agreement. Wewill give you 30 days to comply with Capital Modifications but if a Capital Modification requires an expenditure of more than ^2,500, we will give you3months to comply. Wewill not require you to spend more than ^150,000 on Capital Modifications during the term ofyour Franchise Agreement. Capital Modifications are in additionto costsyou incur to repair, replaceor refurbishyoure^uipment and fixtures. Capital Modifications do not include expenditures you are required, or choose to make, solely to comply with applicable laws, governmental rules or regulations.

O8M^^00002M^5^^100^^^ ^ ITEM 17. RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION

THE FRANCHISE RELATIONSHIP

This table lists certain important provisions of the franchise and related agreements. You should read these provisions in the agreements attached to this Disclosure Document.

SECTION PROVISION SUMMARY AGREEMENT (a) Length of the franchise term Section 2.1 ofthe Approximately 10 years beginning on the date of the Franchise Franchise Agreement and ending 10 years after the Agreement; Section opening of the Restaurant. Deposit Agreement 5 of Deposit terminates within 60 days if no Franchise Agreement is Agreement signed; the Membership Agreement expires if the cooperative advertising entity ceases to exist or the franchise agreement expires or terminates; Section 2 of the The Development Agreement expires on the date Development specified in the Development Agreement, the last day of Agreement the Development Schedule or the opening of the last Restaurant specified in the Development Schedule. (b) Renewal or extension of the Section 15 ofthe If you are in good standing, you can renew or extend the term Franchise term of your franchise on our then current terms for 2 Agreement additional 5-year terms. Section 2.2 of The Development Agreement may be extended at the Development end of the 3rd Development Year and every 36 months Agreement thereafter. (c) Requirements for Franchisee Section 15 of the Maintain Site or secure substitute Site, bring Restaurant to renew or extend Franchise into compliance with our then current specifications and Agreement standards, sign new franchise agreement and ancillary agreements, general releases, satisfactory completion of training and refresher programs, and pay fee.

Your renewal right permits you to remain as a franchisee after the initial term of your franchise agreement expires. However, to remain a franchisee, you must meet all required conditions to renewal, including signing our then-current form of franchise agreement, which may be materially different than the form attached to this Disclosure Document. Sections 2.2 and 4 Sign a new development schedule and pay an additional of the Development Development Fee, Agreement (d) Termination by Franchisee Not Applicable Not Applicable

Not Applicable Not Applicable

(e) Termination by Franchisor Not Applicable Not Applicable without cause Not Applicable Not Applicable

QB\ 13 8202.00002\10095895.2610095895.3< 43 5/8/+^- 4/24/14 SECTION PROVISION SUMMARY AGREEMENT (f) Termination by Franchisor Section 16 ofthe We can terminate only if you commit one of several with cause Franchise violations. Agreement Section 7 of the We can terminate only if you commit one of several Development violations. Agreement (g) "Cause" defined - curable Section 16 ofthe You have 24 hours to cure health, safety or sanitation defaults Franchise law, ordinance or regulation violations, 30 days to cure: Agreement (i) monetary defaults, including to suppliers and the Co-Op; (ii) noncompliance with any provision of the franchise agreement or any other agreement (including anv Development Agreement) with us or our affiliates, or the System Standards; (iii) you or a trained manager not being present at the Restaurant during all open hours; (iv) failure to keep the Restaurant open during the required hours; (v) purchasing or leasing any product or service from an unapproved supplier; (vi) failure to participate in the Co-Op; (vii) failure to pay taxes, assessments and suppliers; (viii) failure to obtain and maintain required permits; (ix) if you are a Business Entity, failure to maintain active status in your state of organization; (x) failure to make required reports; (xi) failure to maintain sufficient liquid funds to pay amounts to us via electronic transfer; (xii) continued violation of any law, ordinance, rule or regulation of a governmental agency; and (xiii) failure to obtain any approvals or consents required by Franchise Agreement. Section 7 of the You have 30 days to cure: (a) failure of your Business Development Entity to maintain active status in your state of Agreement organization; (b) violation of your Development Agreement or any other agreement (including anv Franchiss AsrSSmsnt) with us or our affiliates; (c) continued violation of any law, ordinance, rule or regulation of a governmental agency; or (d) failure to obtain required approvals or consents. (h) "Cause" defined - non-curable Section 16 of the Non-curable defaults include material misrepresentation defaults Franchise or omission, failure to complete required training, Agreement failure to open the Restaurant 12 months, abandonment, unapproved transfers, conviction of or a plea of no contest or guilty to, a felony or other serious crime, dishonest or unethical conduct, understatement of Gross Sales by 5% or more, our audits show that you understated Gross Sales by 2% or more 2 or more times in any 18-month period; signing a lease for your Restaurant before signing the Franchise Agreement or before we have approved the site or the terms of the lease; unauthorized assignment of the franchise agreement or of an ownership interest in you or the Restaurant, failure to make the required assignment in the event of death or disability, loss of the Site, unauthorized use or disclosure of the Manual or confidential information, failure to pay taxes, repeated defaults (even if cured), an assignment for the benefit of creditors or written admission of insolvency or inability to pay debts as they become due. OB\138202.00002\10095895.2610095895.30 44 4/24/14 SECTION PROVISION SUMMARY AGREEMENT Section^ofthe Non curahie defaults include material Deveiopment misrepresentations or omissions; failure to meet the Agreement Development Schedule; unapproved transfer ofyour Business; conviction or plea of no contest or guilty toa felony orotherserious crime or offense; your, oryour owners, dishonest or unethical conduct; unauthorized assignment ofyour Development Agreement or any Franchise Agreement; failure to make the required assignment in the event ofdeath or disability; unauthorized use or disclosure of any confidential Information; failure to comply with any agreements^ (includin^any France Agrc^me^ with us; oran assignment for the benefit ofcreditors or written admission ofinsolvency or inability to pay debts as they become due. (i) Pran^^obhg^onson Sectiont7ofthe Obligations include payment of outstanding amounts, termm^o^nomenew^ Franchise complete de identification and return of confidential Agreement infbrmation(alsoseerbelow). NotApphcahie Not Applicable (i) Assignment of contract by Section i^i ofthe No restriction on our right to assign; the Deposit Franchisor Franchise Agreement cannot be assigned without prior written Agreement; Section consent. 8ofDeposit Agreement; Section^ofthe No restriction on our right to assign Deveiopment Agreement (k) "Transfer" by Franchisee Section i4^ofthe Voluntary or involuntary,direct or indirect assignment, defined Franchise sale, gift or other disposition ofany interest in the Agreement franchise agreement, you orthe Restaurant. Section 6.2 ofthe Voluntary or involuntary,direct or indirect assignment, Deveiopment sale, gift or other disposition ofany interest in the Agreement Development Agreement or you. (0 Franchisor'sapprovaiof Sections t4.2 and Wehave the right to approve all transfers, even toa transferhy Franchisee t^Btofthe Business Entity controlled by you. Franchise Agreement; Section 8ofDeposit Agreement; Section6ofthe The Development Agreement is not transferable under Deveiopment any circumstances whatsoever, except toaBusiness Agreement Entity or upon your death or disability,or if your area Business Entity the death or disability ofaperson owningacontrolling interest in you. (m) Conditions tor Franchisors Section t^ofthe New franchisee qualifies, youpay us all amounts due, approve of transfer Franchise new owners and/or managerial employees agree to be Agreement trained^ transferee agrees to be bound by terms and conditions offranchise agreement and to sign our then-current form offranchise agreement, transferee agrees to upgrade the Restaurant, if necessary,transfer fee (if any^paid, we approve material terms, you subordinate amounts due to you, and you sign other documents we require including general releases(also seerbelow).

QB\138202.00002\10005S05.261Q095X95.30 45 $mn~ 4/24/14 SECTION PROVISION SUMMARY AGREEMENT Section^ofthe The Development Agreement is not transferable under Development any circumstances whatsoever, except toaBusiness Agreement Entity or upon your death or disahility,or if your area Business Entity the death or disability ofaperson owningacontrolling interest in you (n) Pranchiso^snght of first Section 14^ofthe Wecan match any offer for your business or an refuse to acquire Pranchise^s Franchise ownership interest in you provided that we may business Agreement substitute cash tor any tbrm of payment atadiscounted amount ifan interest rate will be charged on any deferred payments, ourcreditwill be deemed equal to that ofany proposed purchaser, we will have no less than 30 days to prepare tor closing and we receive all customary representations and warranties, as we specify. Not Applicable Not Applicable (o) Pranebisor'soptionto Sectionl7^ofthe Wehave the option to buy the Restaurant, including purchase Pranebisee's Franchise leasehold rights to the Site, at fair market value afrer business Agreement termination (butnotexpiration)ofthe agreement. Ifwe cannot agree onatair market value, an independent appraisal will be conducted. The purchase price will be paid in^installments, the first of which will be equal to the Franchise Fee you paid and will be payable within 30 days ofour notifying you ofour election to purchase your Business. The 2^ installment will equal the total purchase price less the first installment and will be paid no laterthan 90 days afrerthe later ofthe closing orthe determination ofthe purchase price. Not Applicable Not Applicable (p) Oeath or disability of Sections 1^5 and Franchise or an ownership interest in you must be Franchisee 146ofthe assigned to an approved buyer within3months and Franchise must be run byatrained manager during the period Agreement prior to the assignment. Assignment is subject to our right of first refusal. Section ofthe Wemay require you to transfer your interest in the Development Development Agreement toathird party within the time Agreement we designate, not less thanlmonth, but not more than6 months from the date ofdeath or disability. (q) Non-competition covenants Section^ofthe No interest inacompetitive business within^miles of duringthe term ofthe Franchise theSiteorlOmilesofanyotherFlREffOUSESUBS^ franchise Agreement Restaurant, no direct or indirect controlling ownership interest in, or perfbrmanceof services fbr,acompetitive business anywhere, no direct or indirect ownership interest inacompetitive business within^miles of the FIREHOUSE SUBS^Restaurantyou operated, no recruiting or hiring ofany person who is our employee oranemployeeofanyFlREHOUSESUBS^ Restaurants. Wedo not currently require your managers and employees to signaConfidentiality and Non-Disclosure Agreement, but we reserve the right to do so. Not Applicable Not Applicable (r) Non-competition covenants Sectionl7^ofthe No director indirect interest in competing business fbr2 afrerthe franchisei s Franchise yearsat,orwithinlOmiles of, the Site or within 10 terminated or expires Agreement milesofanyotherFfREHOUSESUBS^ Restaurants in

OB\n8202.00002\100Q58QS.?fi1009589.S.3n 46 mm- 4/24/14 SECTION PROV^ION SUMMARY AGREEMENT operation or under construction(same restrictions apply after assignment). Not Applicable Not Applicable (s) Modification ofthe agreemem Section 19T3 ofthe No modifications except hy written agreement, hut Franchise Manual and System Standards are subject to change. Agreement Section^l^ofthe No modifications except hy written agreement. Development Agreement (t) tntegration^merger clause Section 19.13 ofthe The Franchise Agreement and the Manual, System Franchise Standards and the attached schedules are the entire Agreement agreement but do not disclaim any of our representatives in this Franchise Disclosure Document. Section9.13ofthe The Development Agreement and the system standards Development and the attached schedules are the entire agreement hut Agreement do not disclaim any ofour representatives in this Franchise Disclosure Document. (u) Dispute resolutions Section 20 ofthe Except for certain claims, all disputes must be mediated arbitration ormediation Franchise atamutually agreeable location, or at our headquarters, Agreement tfthe dispute is not resolved within 60 days, the dispute must be arbitrated atthe office ofthe American Arbitration Association closest to our headquarters in Jacksonville, Florida. SectionlOofthe Except for certain claims, all disputes must be mediated Development atamutually agreeable location, or at our headquarters Agreement Ifthe dispute is not resolved within 60 days, the dispute mustbe arbitrated atthe officeofthe American Arbitration Association closest to our headquarters in Jacksonville, Florida. (v) Choice of tbrum Section 19.8 ofthe Litigation in Duval County,Florida(subiect to state Franchise law). Agreement; Section 6ofDeposit Agreement; ^ection9^ofthe Litigation in Duval County,Florida(sub^ect to state Development law) Agreement (w) Choice oflaw Section 19.7ofthe The law ofFlorida (subject to state law). Franchise Agreement; Section 6ofDeposit Agreement; Section97ofthe The lawofFlorida(sub^ectto state law). Development Agreement

See any state-specific riders or addenda attached to this FDD.

ITEM 18. PUBLIC FIGURES

We do not use any public figure to promote our franchise.

OR\ns?n?onno7\iono^tjs .MIOOQMQS.IO 47 mm- 4/24/14 ITEMl^ FINANCIAL PERFORMANCE REPRESENTATIONS The PTC^S Pranehise Rule permits a tranehisor to provide intbrmatien ahent the actual or potential financial pertbrmanee of its franchisedand^ortranehiser-ow ^ basis fbrthe information, andifthe information isinelndedintheOiselosnre Ooenment. Pinaneial performance information that differs from that included in Iteml^may be given only ifi^l^afr provides the actual records of an existing outlet you are considering buying; or (2) a franchisor supplements the informationprovided in this Item ^9, fbrexample, by providinginfbrmationabout possible performance ataparticular location or under particular circumstances.

FINANCIAEPERFORMANCEREPRESENTATIONS

Fi^ho^s^S^s^ His^ic^A^^g^^^Vol^^ Co^8^0^^d^d^^chis^d^oc^^s ^0^^

The following charts show historical sales information regarding both franchised and affili^^^ PlPEHOt^SEStJRS^Restaurantsthatwereopenduringourfiscalvears2012 20112013 2012 and 2010.2011. Thishistoricalsalesinfbrmation was compiledusing the reportsprovidedtousby these Restaurants. The reports are provided to us onacash accounting basis and are used to form the basis of royalty payments to us.

The figures show the average unit sales volume for the number ofRestaurants in the various sales volumeranges. The chart shows the number of Restaurants in that sales volumecategory andthe percentage that those Restaurants represent from the total of franchised and affiliated Restaurants within that sales volumerangeduring that timeperiod. lnaddition,theaverageunit sales volume for the Restaurants within that sales level are also shown. Thus for our fiscal vear 2012 2052013 251 ofthe PIREHOUSESUES^ Restaurants achieved gross sales within the range of^ll^OO to ^14,000 per we This represented ^^34^ofthe total number ofPlREHOUSPStlBS^Restaurantsm that year (including franchised and affiliated Restaurants). Of these 2^0^L Restaurants, their average unit sales volume was ^^4^^^

^^^^^^^^m^^^ 4^ 4^14 2013 Weeklv AIJV $14,000-, $11,000- $8,000- SI 7.000+ $17,000 $14,000 $11,000 $0-$».000 # ofRestaurants HE 122 m m m Total # of Restaurants 771 m m m m % of System M.R% 23.9% 34.8% 23.7% 2.8% /Werage Unit Weeklv Sales $20,229 $12.5.34 $9,851 ^7 340 Volume*

2012 Weekly AUV $14,000 - $11,000- $8,000 - $17,000+ $0 - $8,000 $17,000 $14,000 $11,000 # ofRestaurants 119 143 205 99 6 Total # of 572 572 572 572 572 Restaurants % of System 20.8% 25.0% 35.8% 17.3% 1.1% Average Unit Weekly Sales $19,892 $15,319 $12,446 $9,798 $7,278 Volume*

2011 Weekly AUV $14,000 - $11,000- $8,000 - $17,000+ $0 - $8,000 $17,000 $14,000 $11,000 # ofRestaurants 58 99 167 131 22 Total # of 477 477 477 477 477 Restaurants % of System 12.2% 20.8% 35.0% 27.5% 4.6% Average Unit Weekly Sales $19,592 $15,367 $12,355 $9,895 $7,399 Volume*

2010 Weeklv AUV $14,000 $11,000 $17,000+ $8,000 $0 $8,000 $17.000 $14.000 $11,000 ii of Restaurants 2$ 49 44$ Total H of 402 402 402 402 402 Restaurants % of System &2% -2:2% Mr4% ^4% ^% Average Unit Weekly Sales $19,417 $15,202 $12,291 Volume*

•Average Unit Volume is weighted based on the number of operating weeks for each restaurant.

OB\n82n2.0(ffl02\10005805.2610095895.30 49 mm- 4/24/14 Sales mfbrmafion provided is unaudi^ This sales summary above does not refieetan^ Some of thee^penses that are not reflected in this summary, hut that you will ineurandshouldtake into consideration, are the following

G) Franchise Payments, IncludingRoyalties;

^ Salaries, PayrollTa^es And Other Employee benefits;

^ licenses;

^ RentAnd Utilities;

^ OostOfEquipment;

^ OostOfFoodAnd Other ProductOosts;

^7) PinancingOosts^lnAdditionToOccupancy Expense);

^ AccountingAndEegal Expenses;

^ Oeht Repayment.

These expenses will affect the net income and cash flow ofafirehousesuhs^ restaurant, ^ou should consider them and evaluate their impact on your operations.

EirehouseSubs^ RollingAverageUnitVolume Company Owned undEranehlsedEoeations 20f0^f2

The following cha^ illustrate the trailing 52 week annual average unit sales vo^^ Restaurants open during our fiscal year^ 2012, 2011, and 2010.

STATEMENT OEAOTUAEOPERATfONSOE OERTATNAEEIEfATEOWNEDEfRE^OUSESUBS^RESTAURANTS

We compiled the operating revenues, expense and net income figures in the tables from information supplied by stores operated by our affiliates.

The following charts contain information relating solely to historical sales, e^pen^ information regarding existing firehouse subs^ restaurants operated by our affiliates.

The following charts show the financial ^ operated by our affiliates for the years ended December 2^^^^^^^ stores^ ^1^^^^dD^^^^^12^stores^^ gross sales volume levels. The figures are the averages for the Restaurant in that sales level category.

The statements arebased on our accounting system,which conforms with generally accepted accounting principles ^OAAP^). Compensation of general managers mother thandistributions on accountofownership), isincluded in Salaries^ Wages and Oeneral^Administrative. We do not provide expense and net income figures for franchisee^owned restaurants because, although we receive ^i^a^o^m^^^o^^^ ^ financial information on expenses and income from franchisees, we do not consider that information to be as reliable and accurate as that information is from our affiliates.

OB\I38202.00002\10095895.2610095895.30 5] 5/8/13- 4/24/14 Firehouse Subs Ending December 29, 2013

Number of Stores: 6 12 11 0 0

Weeklv AUV > WMHY AUV Weekly AUV Weekly AUV W eekly AUV 517,000 S14.000 . SI 7.000 Sll.000-S14.000 SS.OOO-511,000 50-58.000 YTD W YTD n YTD % \TD H YTD H Rfvenne Food Sales: $ 970.909 102.9% S 848,589 102.8% S 656.481 103.2% S 0.0% s - Discounts S {18,369) -1.9% 5 (14,892) -1.8% s (13.533) -2.1% S 0.0% s - Employee Meals s (9,031) -1.0% S (7.888) -1.0% s (7,115) -1.1% s 0.0% s - Total Rerenne: $ 943.509 100.0% S 825,809 100.0% s 637,833 100.0% s 0.0% s - Cost of Sales Food: s 290.367 30.8% S 256.083 31.0% s 198.924 31.2% s 0.0% s . P p«

Operating Expenses Wages nnd Benefits: s 236.178 25.0% $ 209,846 25.4% 5 173.690 27.2% $ 0.0% s Health Insurance s 5.619 0.6% s 5,246 0.6% 5 5.050 0.8% s 0.0% s Telephone and Utilities: s 23,743 2.5% s 20,593 2.5% S 21.629 3.4% s 0.0% s Professional Fees: $ 5.085 0.5% s 5,495 0.7% $ 4.980 0.8% s 0.0% s Rent and Occupancy Expenses; s 82.717 8.8% s 75,207 9.1% S 71,717 11.2% s 0.0% s Other Opeinting Expenses: s 35,601 3.8% s 32.183 3.9% S 27,093 4.2% s 0.0% s Marketmg Expenses: s 54,609 5.8% s 49.011 5.9% S 37,217 5.8% s 0.0% s Ro>Tiln- to Firehouse of America: s 56.611 6.0% s 49,546 6.0% 5 38,270 6.0% s 0.0% s Total Operating Exp: $ 500.163 53.0% s 447.127 54.1% S 379,646 59.4% s 0.0% s EBITDA From Operations $ 130.564 13.8% s 103.770 12.6% s 44,557 7.0% s 0.0% s .

OBM38202.00002M 0095895.2610095895.30 52 W^- 4/24/14 Firehouse Subs Ending December 30, 2012

rVnmber of Stores: 10 10 Weekly AUV WeeldyAUV Weekly AUV WecktyAUV Weekly AUV > 517,000 514,000 - 517,000 511,000 - 514,000 58,000-SI 1,000 SO-58,000 YTD % YTD % YTD % YTD % Revenue PoodStln; $ 992.600 102.3% % 846,245 102.4% s 680.877 103.0% $ - 0.0% $ Discounts S (12.262) -1.3% % (9.625) -1.2% 5 (0.575) -1.4% $ - 0.0% $ $ (10.483) -1.1% S (10.001) -1.2% S (10.215) -1.5% 5 - 0.0% s Total ReveBoe: $ 989,856 100.0% $ 826.619 100.0% $ 661,087 100.0% $ - 0.0% $

Cost of Sales Food: s 299.718 30.9% s 260.617 31.5% $ 207.128 31.3% $ - 0.0% s PapcrfFood Related): $ 22.963 2.4% $ 19,741 2.4% $ 15.412 2.3% S - 0.0% s Total Co« of Saks; < 322.W0 33.3% $ 280,356 33.9% $ 221540 33.7% $ - 0.0% s

Cross Profit $ 647,175 66.7% $ 546,262 66.1% $ 438,547 66.3% $ - 0.0% s

Openrtiog Expenses Wages and Benefits: 5 242.542 25.0% 5 215.912 26.1% $ 181.317 27.4% 5 - 0.0% $ Health Insurance S 4,559 0.5% S 4,716 0.6% s 5.099 0.8% S - 0.0% s Telephone and Utilities 5 23,020 2.4% $ 21.651 2.6% s 22,126 3.3% $ - 0.0% $ Professional Fees: S 5,346 0.6% s 5.063 0.6% s • 4.957 0.7% s - 0.0% $ Rem and Occupancy Expenses: $ 75,712 7.8% $ 69.985 8.5% s 69,658 10.5% 5 - 0.0% $ Other Operating Expenses: $ 34.628 3.6% s 30.732 3.7% $ 26.828 4.1% S - 0.0% s Marketing Expenses: s 52,844 5.4% s 45.192 5.5% s 36.593 5.5% s - 0.0% $ Royaltv to Firehouse of America: 5 58,195 6.0% $ 49.605 6.0% s 39,666 6.0% $ - 0.0% $ Total Operating Exp: 5 496,847 51.2% 5 442,855 53.6% s 386.243 58.4% 5 - 0.0% s

EBITDA From Operations 6 150,328 15.5% 5 103,406 12.5% s 52J04 7.9% 5 _ 0.0% s

omns^o? nnnn?\ionqsxqs.;>fiioo9589.s.30 53 $tm*- 4/24/14 Firehouse Subs Ending December 25,2011

Number of Stores: 14

Weekly AUV Weekly AUV Weekly AUV WetUyAUV Weekly AUV > $17,000 $14,000-517.000 $11,000-514.000 £8.000-511,000 50-58,000 YTD V. YTD % YTD % YTD % YTD % Revenue Food Sales: 5 986.015 102.8% $ 811,789 102.7% $ 652,517 103.2% $ 584,903 103.7% S Discounts 5 (13,384) -1.4% 3 (10,633) -1.3% s (11,008) -1.7% $ (10,007) -1.8% $ Employee Meals $ (13,566) -1.4% S (10,594) -1.3% s (10,056) -1.5% s (10,860) -1.9% s Total Revenue: S 959.084 100.0% 5 790,562 100.0% & 661,452 100.0% $ 564,036 100.0% 5

Cost of Sales Food: 5 305,546 31.9% 5 255,022 32.3% s 214.099 32.4% s 186,382 33.0% $ Pipei

Cross Profit: S 628.724 66.6% $ 616,356 65.3% $ 430,934 65.2% s 363,292 64.4% S

Optra tloR Expenses Wages and Benefits: s 239,604 25.0% S 205,392 26.0% s 179,998 27.2% $ 164.802 29.2% s Health Insurance 5 5.000 0.5% 5 4.531 0.6% s 4.985 0.8% s 4.965 0.9% s Telephone and Utilities: S 23.581 2.5% $ 22.354 2.8% s 22.571 3.4% s 22.493 . 4.0% s Professional Foes: $ 5.189 0.5% $ 5.410 0.7% $ 5.293 0.8% $ 5.002 0.9% s Rem and Occupancy Expenses: S 79,183 8.3% $ 65,953 8.3% $ 66.390 10.0% $ 69,997 12.4% s Other Operating Expenses: £ 34,331 3.6% S 30.043 3.8% s 27.030 4.1% $ 23,993 4.3% $ Marketing Expenses: S 49.679 5.2% s 39.645 5.0% $ 34.256 5.2% $ 29.571 5.2% s Royalty to Firehouse of America: s 57,547 6.0% s 47,436 6.0% $ 39.697 6.0% s 33,840 6.0% s Total Open ting Exp: $ 494,113 61.6% 5 420,763 53.2% s 380,220 57.5% $ 354,664 62.9% s

EBITDA From Operations $ 134,611 14.0% $ 95,593 12.1% $ 50,764 7.7% $ 8,628 1.5% 5 From Operatiotu S 133,389 14.7% S 117.688 14.3% s 62,297 9.4% S 13,595 2.6% $ -

QB\ 138202.00002\ 10095895.2610095895.30 54 W^- 42404. We have written substantiation in our possession to support the information appearing in this financial performance representation and such substantiation will be made available to you on reasonable request.

All FIREHOUSE SUBS® Restaurants offer substantially the same services to the public. None of the franchised FIREHOUSE SUBS® Restaurants received any services not generally available to other franchisees and substantially the same services will be offered to new franchisees. Likewise the Restaurants operated by our affiliates receive substantially the same services as those offered our franchisees, except for centralized accounting, financial and management services.

Seasonality is a substantial factor in the operation of any FIREHOUSE SUBS® Restaurant.

We obtained these historical financial results from the information submitted by our franchisees and our affiliates. Neither we nor an independent certified public accountant has independently audited or verified the information.

A new franchisee's financial results are likely to differ from the results stated in the financial performance representation.

The restaurant industry is intensely competitive based on numerous factors, including price, service, type and quality of food offered, location and other factors. The performance of your FIREHOUSE SUBS® Restaurant will be affected by the region in which you operate, your competitors, and the success you have in marketing and managing your operations.

You should consult other sources for financial information, including your financial advisers and our franchisees in order to compare sales experience and to obtain additional information necessary for you to develop estimates of the sales, costs, expenses, earnings and profits of firehouse subs® restaurants.

Other than the preceding financial performance representation, Firehouse of America, LLC does not make any financial performance representations. We also do not authorize our employees or representatives to make any such representations either orally or in writing. If you are purchasing an existing outlet, however, we may provide you with the actual records of that outlet. If you receive any other financial performance information or projections ofyour future income, you should report it to the franchisor's management by contacting Don Fox, Chief OperatingExecutive Officer, 3400 Kori Road, Jacksonville, Florida 32257; (904) 886-8300, ext. 248, the Federal Trade Commission, and the appropriate state regulatory agencies.

ITEM 20. OUTLETS AND FRANCHISEE INFORMATION

UNIT FRANCHISES Table No. 1 Systemwide Outlet Summary For Years Ending December 26. 2010. 25. 2011. December 2.S. 301130. 2012. and December Mr 301329, 2013

Outlets at the Start Outlets at the End Outlet Type Year oftheYear oftheYear Net Change +34-2& Franchised ^mi 45+ 4^

OR\n8?.0?.nn00?.\44Wm>W4^10095895..30 55 mm- 4/24/14 Outlets at the Start Outlets at the End Outlet Type Year of the Year oftheYear Net Change 2012 451 546 +95 ,2013 M6 692 +146 3&2S 3930 +1 Company-Owned 30442012 30 •M-fl 30432013 30 30 0 20402011 ^70402 402481 +3379 2014 402 4&4 449 Total Outlets 2012 481 576 +95 2m 576 222 +146

Table 2 Transfers of Outlets from Franchisees to New Owners (other than the Franchisor) For Years Ending December 26, 2010, December 25,2A442011. December 30. 2012. and December 30, 201229,2013

State Year Number of Transfers 34442011 20 3444 ' 4 Alabama 2012 0 2013 0 30142011 0 3444 4 Alaska 2012 0 2013 0 34142011 0 3444 4 Arizona 2012 0 20 n A 34142011 0 3411 4 Arkansas 2012 0 2013 0 34142011 0 3444 4 California 2012 0 2013 o 34142011 0 3444 4 Colorado 2012 0 2013 0 34142011 0 3444 0 Connecticut 2012 0 2013 0 34142011 0 3444 4 Delaware 2012 0 2013 &

OBM 38202.00002\10095895.2610095895.30 56 mm- 4/24/14 State Year Number of Transfers 34+42011 0 3444 0 District of Columbia 2012 0 2013 a 34442011 % 3444 3 Florida 2012 6 2013 & 34442011 +2 3444 3 Georgia 3013 1 2013 2 34442011 0 3444 0 Hawaii 3013 0 2013 0. 34442011 0 3444 0 Idaho 2012 0 2011 a 34442011 0 3444 0 Illinois 2012 0 2013 0 34147011, 0 3444 0 Indiana 2012 0 2013 n 34142011 0 3444 0 Iowa 2012 0 2013 0 34142011 0 3444 0 Kansas 2013 0 2on n 34142011 0 3444 0 Kentucky 2012 0 2013 fl 34142011 0 3444 0 Louisiana 2012 0 2013 & 34142011 0 3444 0 Maine 2012 0 2013 fl 34442011 0 3444 0 Maryland 2012 0 2013 A

QB\138202.00002\10095895.26, mm- 57 4/24/14 State Year Number of Transfers 34442011 0 2444 Massachusetts 2012 2411 34442011 34W- Michigan 2012 zm 34442011 3444 Minnesota 2012 2m 34442011 01 3444- Mississippi 2012 2013 34442011 Missouri 3444 2012 2013 34442011 Montana 3444 2012 291? 34142011 3444 Nebraska 2012 2013 34442011 3444- Nevada 2012 2013 34442011 3044- New Hampshire 2012 ?013 34442011 3444 New Jersey 2012 2013 34442011 3444 New Mexico 2012 2m 34442011 3444 New York 2012 ^013 ^2011 JHL North Carolina 3414 2012 mi

OR\ns2n20onfl2\ioo95XQ5.26inn95S95.30 58 mm- 4/24/14 State Year Number of Transfers 34442011 0 2444- North Dakota 2012 2412 34442011 3444- Ohio 2012 2m JH 3444 Oklahoma 2012 m 24442011 3444 Oregon 2012 zm mwz&u ^44 Pennsylvania 2012 jm. 30442011 3044 Rhode Island 2012 2m. 30402011 3044 South Carolina 2012 2m 30442011 South Dakota 3044 2012 mi 30402011 3044 Tennessee 2012 20| 1 2W2m M. Texas 344-1- 2012 %LU 34442011 Utah mA- 2012 2013 30442011 3044 Vermont 2012 Mil awaaui 3444 Virginia 2012 ML

omns2n2.nnno2\iooo>so;i.?r,ion958Q

Table 3 Status of Franchised Outlets For Years Ending December- 125. 2011. December 25. 201130. 2012. and December 30r 204329. 2013

Ceased Outlets Outlets Reacquired Outlets Non- Operations at End State Year at Start Terminations Opened Renewals by Other ofthe of Year Franchisor Reasons Year 3&U 3&22 4: 01 0 0 0 3931 5444 34 & 4- 0 0 0 H Alabama 2012 33 i 0 0 0 0 34 2011 14 i 1 a a fl 36 30442011 0 0 0 0 0 0 0 Alaska 24442012 0 0 0 0 0 0 0 34432013 0 0 0 0 0 0 0 34442011 2 42 0 0 0 0 31 Arizona 34442012 31 34 0 0 0 0 ^ 34432011 $9. 4 0 0 0 0 913 34442011 13 42 0 0 0 0 4*15 Arkansas 34442012 nil 2 0 0 0 0 4412 34432011 1412 31 0 0 0 0 4?11 34442011 0 0 0 0 0 0 0 3444 4 4 0 0 0 0 9 California 2012 0 2 0 0 0 0 2 2013 2 4 n fi a 0 6 34442011 42 31 0 0 0 0 % 3444 £ £ 0 0 0 0 6 Colorado 2012 6 3 0 0 0 0 9 2013 2 6 Q. 8 £ Q. H Connecticut 34442011 0 0 0 0 0 0 0

OB\138202.00002\10095895.2610095895.30 60 mm- 4/24/14 Ceased Outlets Outlets Reacquired Outlets Non- Operations at End State Year at Start Terminations Opened Renewals by Other ofthe of Year Franchisor Reasons Year 30442012 0 0 0 0 0 0 0 30+32013 0 0 0 0 0 0 0 30+02011 0 0 0 0 0 0 0 Delaware 30+42012 0 0 0 0 0 0 0 30432011 0 0 0 0 0 0 0 30+42011 0 0 0 0 0 0 0 District of 30442012 0 0 0 0 0 0 0 Columbia 30432011 0 0 0 0 0 0 0 30+02011 242 61 0 0 0 Florida 30+42012 42^ % 0 0 0 4041 n 30+32011 444113 % 01 0 0 0 444120 34+42011 4642 5-a 0 0 0 4%2 30+4 49 3 m 0 ft 0 0 53 Georgia 2012 52 9 i 0 0 0 60 2013 M 12 8 8 fl 0 22 30+42011 0 0 0 0 0 0 0 Hawaii 30+42042 0 0 0 0 0 0 0 30+32011 0 0 0 0 0 0 0 34+42011 0 0 0 0 0 0 0 Idaho 30442012 0 0 0 0 0 0 0 30+32013 0 01 0 0 0 0 01 34442011 01 42 0 0 0 0 41 3444 4 2 0 0 0 0 * Illinois 2012 3 3 0 0 0 0 6 ^013 6 4 0 ft n 0 m 34+42011 42 34 0 0 0 0 n Indiana 344+2012 ;z 46 0 0 0 0 m 34+32012 742 6& 0 0 0 0 4421 34+42011 0 01 0 0 0 0 oi Iowa 34442012 01 44 0 0 0 0 i 30+32011 1 0 0 0 0 0 i 34+42011 01 1 0 0 0 0 42 Kansas 34442012 42 44 0 0 0 0 2 34+32011 2 02 0 0 0 0 34 34+42011 42 42 0 0 0 0 34 Kentucky 34442012 3d 31 0 0 0 0 41 34+32011 45. 41 0 0 0 0 34442011 42 1 0 0 0 0 31 Louisiana 34442012 22 1 0 0 0 0 34 34+32011 34 1 0 0 0 0 41 34+42011 0 0 0 0 0 0 0 Maine 34+42012 0 0 0 0 0 0 0 34+32011 0 01 0 0 0 0 01 34+42011 1 01 0 0 0 0 42 Maryland 34+42012 42 42 0 0 0 0 34 34432011 24 2 0 0 0 0 46 34+42011 0 0 0 0 0 0 0 34+4 0 0 0 0 0 0 0 Massachusetts 2012 0 2 0 0 0 0 2 2013 2 1 o A A A A nR\nx202.onno2\inno.sjtQ5.^ino9.

OB\138202.00Q02\10005S05.2610095R95.3Q 63 5/8A> 4/24/14 Table 4 Status of Company-Owned Outlets For Years Ending December 26, 3010,^2ML December 25, 20113iL2ML and December 30^ 2tol22±2m

Outlets Outlets at Outlets Outlets at Outlets Reacquired Outlets State Year Start of Sold to End of Opened from Closed Year Franchisee Year Franchisee 20402041 +2 0 01 0 3930 Florida 20442012 asm 31 0 1 0 30 20432011 30 1 0 1 0 30 20402011 3822 12 0 01 0 3920 Total 20442012 3930 31 0 1 0 30 20422011 30 1 0 1 0 30

Table 5 Projected Openings as of December 30^01429. 2013

Projected New Franchise Agreements Projected New Company-Owned State Signed But Outlet Not Franchised Outlets in Outlets in the Next Fiscal Opened the Next Fiscal Year Year Alabama 32 2 0 Alaska 0 0 0 Arizona 416 314 0 Arkansas 44 44 0 California 4414 m 0 Colorado 62 56 0 Connecticut 0 44 0 Delaware 0 0 0 District of Columbia 0 0 0 Florida 4412 811 01 Georgia 4314 9 0 Hawaii 0 0 0 Idaho 0 41 0 Illinois 52 42 0 Indiana 52 52 0 Iowa 42 92 0 Kansas 4 34 0 Kentucky 31 3 0 Louisiana 32 42 0 Maine 0 91 0 Maryland % 54 0 Massachusetts 44 1 0 Michigan 4314 43& 0 Minnesota 3 42 0 Mississippi 32 42 0 Missouri 6 5& 0 Montana 0 91 0 Nebraska 41 42 0 Nevada 42 3 0 New Hampshire 1 1 0

OBM 38202.00002\l 0095895.2610095895.30 64

4/24/14 Projected New Franchise Agreements Projected New Company-Owned Franchised Outlets in State Signed But Outlet Not Outlets in the Next Fiscal the Next Fiscal Year Opened Year New Jersey 2 2 0 New Mexico 0 0 0 New York 2 H 0 North Carolina 712 612 0 North Dakota 01 •1 0 Ohio 56 411 0 Oklahoma 52 a 0 Oregon 01 01 0 Pennsylvania 32 22 0 Puerto Rico % 22 0 Rhode Island 0 0 0 South Carolina 32 31 0 South Dakota 0 01 0 Tennessee 42 42 0 Texas 4*12 4414 0 Utah 42 4 0 Vermont 0 0 0 Virginia 4512 406 0 Washington 0 01 0 West Virginia % 31 0 Wisconsin 52 5 0 Wyoming 0 0 0 Total 479488 4441S£ 01

The name, business address, and business telephone number of each Franchisee on December 30^ 3&1329. 20 H are listed on Exhibit "O."

The name, city and state, and current business telephone number (or, if unknown, the last known home telephone number) of the 3255 Franchisees who have had a FIREHOUSE SUBS® Restaurant or Development Business terminated, cancelled, not renewed, or otherwise voluntarily or involuntarily ceased to do business under the Franchise Agreement or Development Agreement and who have left the system during the most recently completed fiscal year, or have not communicated with us within 10 weeks of Oocomhor 30. 2012March 15. 2014 are listed on Exhibit "P."

If you buy this franchise, your contact information may be disclosed to other buyers when you leave the franchise system.

During the last 3 fiscal years, no current or former franchisees have signed confidentiality clauses that restrict them discussing with you their experiences as a franchisee in our franchise system.

As of December 30. 2012.29. 2013. there are no trademark-specific franchisee organizations associated with the FIREHOUSE SUBS® franchise system.

OBM 38202.00002\ 10095«05.2fi 10095895.30 65 smir- 4/24/14 ITEM 21. FINANCIAL STATEMENTS

Our audited Financial Statements for the periods ended December 26. 2010. 25. 2011. December 25. 201130. 2012 and December 30. 2012 29. 20 Hare attached as Exhibit "A." Our unaudited financial statomonts for the period ending March 31, 2013 are also attached as Exhibit "A."

ITEM 22. CONTRACTS

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

(a) Application and Deposit Agreement - Exhibit B (b) Franchise Agreement - Exhibit C (c) Area Development Agreement - Exhibit D (d) Conditional Assignment ofTelephone Numbers and Listings - Exhibit E (e) Addendum to Lease Agreement — Exhibit F (f) Principal Owner's Guaranty - Exhibit H (g) Principal Owner's Statement — Exhibit I (h) Franchise Compliance Certificate - Exhibit R (i) Form of General Release - Exhibit S

ITEM 23. RECEIPTS

You will find 2 copies of a detachable Receipt in Exhibit "U" at the end of the disclosure document. One Receipt must be signed, dated and delivered to us. The other Receipts should be retained for your records.

OB\138202.00002\10095895.2610095895.30 66

4/24/14