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FRANCHISE DISCLOSURE DOCUMENT ISSUANCE DATE: APRIL 1, 20452014 CARVEL CORPORATION A Delaware corporation 200 Glenridge Point Parkway, Suite 200 Atlanta, Georgia 30342 (404) 255-3250 [email protected] www.carvel.com

© 20432014 Carvel Corporation. All rights reserved.

Carvel Franchise Disclosure Document -W^K (MoMed);^^^^ ^ ^ CARVEL CORPORATION A Do la ware corporation 200 Glonridgo Point Parkway, Suite 200 Atlanta, Georgia 30342

[email protected] www.carvol.com CARVEL CORPORATION ^hmm^m^m 200 Glenridge Point Parkway. Suite 200 Atlanta. Georgia 30342 (404) 255-3250 FRANCHISE DISCLOSURE rtrtm IMCMT ,

FRANCHISE DISCLOSURE DOCUMENT You will operate a Carvel® Ice Cream Shoppe. Carvel® Ice Cream Shoppes are retail Shoppes that sell soft serve ice cream, hand dipped ice cream, novelties and ice cream cakes.

The total investment necessary to begin operation of a Carvel® Full Shoppe ranges from $240 375 to $364.550249.300 to $381.100 This total investment estimate for a Full Shopped includes a $30.000 initial franchise fee that must be paid to us. The total investment necessary to begin operation of a Carvel® Express Shoppe ranges from $24.10037.100 to $74^560118,900. The total investment necessary to begin operation of a Carvel® Hosted Express Shoppe located in a new Sohlotzsky's Restaurant ranges from $31,734 to $37,954. Tho total investment necessary to begin operation of a Carvol® Exproco Shoppo located in a now Moe's Southwest Grill Restaurant ranges from $20,900 to $37,855. Tho total invostmont necessary to begin operation of a Carvel® Express Shoppe located in a new Cinnabon Bakory rnnoofl from $26.490 to $39.40030.800 to $51.500. These total investment estimates for Express Shopoes and Hosted Express Shoppes include a $7.500 initial franchise feesfee that must be paid to us: a $30,000 initial franchise foe for a Full Shoppo or, depending on the menu format, either a $2,500 or $7,500 initial franchise feo for an Express Shoppe. These total investment estimates also include your cost to purchase a designated PCS System, which currently ranges from $3,100 for one register to $6,200 for two registers (the initial cost estimate includes software support and maintenance and hardware maintenance for the first year), that must be paid to our affiliate.

This Disclosure Document summarizes certain provisions of your franchise agreement, territory agreement and other information in plain English. Read this Disclosure Document and all accompanying agreements carefully. You must receive this Disclosure Document at least 14 calendar-days before you sign a binding agreement with, or make any payment to, the franchisor or an affiliate in connection with the proposed franchise sale. Note, however, that no governmental agency has verified the information contained in this document. You may wish to receive your Disclosure Document in another format that is more convenient for you. To discuss the availability of disclosures in different formats, contact our sales department at 200 Glenridge Point Parkway, Suite 200, Atlanta, Georgia 30342 and 404-255- 3250 or [email protected].

Carvel Franchise Disclosure Document franchising, such as "A Consumer's Guide to Buying a Franchise," which can help you understand how to use this Disclosure Document, is available from the Federal Trade Commission. You can contact the FTC at 1-877-FTC-HELP or by writing to the FTC at 600 Pennsylvania Avenue, NW, Washington, D.C. 20580. You can also visit the FTC's home page at www.ftc.gov for additional information. Call your state agency or visit your public library for other sources of information on franchising. There may also be laws on franchising in your state. Ask your state agencies about them. The issuance date of this Franchise Disclosure Document is April 1,20432014.

Carvel Franchise Disclosure Document 4.i.aoi3va4.1.2014 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 G to this Disclosure Document for information about the franchisor or about franchising in you 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 TERRITORY AGREEMENT PERMIT YOU TO ARBITRATE OR SUE ONLY IN GEORGIA. OUT-OF-STATE ARBITRATION OR LITIGATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT ALSO MAY COST MORE TO ARBITRATE WITH OR SUE CARVEL IN GEORGIA THAN IN YOUR HOME STATE. CERTAIN STATES HAVE LAWS THAT SUPERSEDE THIS REQUIREMENT. SEE THE STATE ADDENDA TO THE FRANCHISE AGREEMENT AND TERRITORY AGREEMENT, AND THE STATE ADDENDA TO THE DISCLOSURE DOCUMENT. [2] THE FRANCHISE AGREEMENT AND TERRITORY AGREEMENT STATE THAT GEORGIA LAW GOVERNS THESE AGREEMENTS. THIS LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS. EVEN THOUGH THE FRANCHISE AGREEMENT PROVIDES THAT GEORGIA LAW APPLIES, LOCAL LAW MAY SUPERSEDE THIS REQUIREMENT IN YOUR STATE. SEE THE STATE ADDENDA TO THE FRANCHISE AGREEMENT AND TERRITORY AGREEMENT, AND THE STATE ADDENDA TO THE DISCLOSURE DOCUMENT. [3] CARVEL GRANTS YOU NO TERRITORIAL RIGHTS OTHER THAN THOSE FOR THE PREMISES OF THE CARVEL SHOPPE UNDER THE FRANCHISE AGREEMENT. SEE ITEM 12 OF THIS DISCLOSURE DOCUMENT. CARVEL AND/OR OTHER THIRD PARTIES MAY COMPETE WITH YOU BY ITS/THEIR SALES TO SUPERMARKETS, CONVENIENCE STORES AND OTHER BUSINESSES OR DIRECT TO CONSUMERS. [4] THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

The effective dates of this Franchise Disclosure Document in the states with franchise registration laws in which we have sought registration appear on Attachment 1.

Carvel Franchise Disclosure Document 412oi3v24 1 2014 ^HEEOLLO^GAP^ESTOTRANSA^ONSGOVERNEOBY THE MIC^GANFRANC^E INVESTMENT LA^ONL^

THESTATE OE MICHIGAN PROHIBITS CERTAIN ONEAIR PRCVISICNSTHAT ARE SOMETIMES IN ERANCHISE OCCUMENTS IE ANY OE THE EOI^O^INO PROVISIONS ARE IN THESE ERANCHISE OOCOMENTS^THE PROVISIONS ARE VOIOANO CANNOT BEENEORCEOAOAINSTYOO. Each of thefo^wiog provisions is void and unenforooabio if oontainod in any dooumonts bating toafranohise: (a) Aprohibitionontheng^ofafranohisooto^oin an association offranohisoes (b) A roqoiremontthat a franchisee assentto a release, assignment novation, waiver, or estoppel which deprivesafranch^ This shall not preclodeafranchisee, after entering intoafranchise agreement, from settling any and all claims (c) A provision that permits a franchisor to terminate a franchise prior to the expirationof its term except for goodcaose Ooodcause shall include the failure of the franchisee to comply with any lawful provision of the franchise agreement and to cure such failure after being given written notice th^ need be more than 30 days, to cure such failure. (d) Aprovision that permitsafranchisor to refuse to renewafranchise without fairly compensating the franchisee by repurchase or other means for the fair market value at the time of expiration of the franchisee's inventory, supplies, equipment, fixtures, and furnishings Personalized materials which have no value to the franchisor and inventory, supplies, equipment,fixtures,and furnishings not reasonably required in the conduct of the franchise business are not subject to compensation This subsection applies only if: ^thetermofthe franchise is less than^years and (ii) the franchisee is prohibited by the franchise or other agreement from continuing to conduct substantially the same business under another trademark, service mark, trade name, logotype, advertising, or other commercial symbol in the same area subsequent to the expiration of the franchise or the franchisee does not receive at least^months advance notice offranchisor's intent not to renewthe franchise (e) Aprovisionthatpermitsthefranchisorto refuse to renewafranchise on terms generally available to other franchisees of the same class or type under similar circumstances This section does not requirearenewal provision (f) Aprovision requiringthatarbitrationorlitigation be conducted outside this state. This shall not preclude the franchisee from entering into an agreement, at the time of arbitrat^^^ to conduct arbitration atalocation outside this state (g) Aprovisionwhich permitsafranchisor to refuse to permitatransfer of ownership of afranchise, except for goodcause This subdivision doesnotpreventafranchisor from exercisingarightoffirstrefusaltopurchasethefranchise Good cause shall include, but is not limited to: (i) Thefailureofthe proposed transferee to meet the franchisor's then current reasonable qualifications or standards (ii) The fact that the proposed transferee isacompetitorofthe franchisor or sub franchisor. (iii) The unwillingness of the proposed transferee to agree in writing to comply with all lawful obligations. (iv) The failure of the franchisee or proposed transferee to pay any sums owing to the franchisor or to cure any default in the franchise agreement existing at the time of the proposed transfer (h) Aprovision that requires the franchisee to resell to the franchisor items that are not uniquely identified with the franchisor This subdivision does not prohibitaprovision that grants toafranchisoraright of first refusal to purchase the assets ofafranchise on the same termsandconditionsasabonafidethirdpartywilling and able to purchase those assets,nor

Carvel Franchise Disclosure Document 4.1.2013*2^ does this subdivision prohibit a provision that grants the franchisor the right to acquire the assets of a franchise for the market or appraised value of such assets if the franchisee has breached the lawful provisions of the franchise agreement and has failed to cure the breach in the manner provided in subdivision (c). (i) A provision which permits the franchisor to directly or indirectly convey, assign, or otherwise transfer its obligations to fulfill contractual obligations to the franchisee unless provision has been made for providing the required contractual services.

If the franchisor's most recent financial statements are unaudited and show a net worth of less than $100,000, 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 WTTH THE ATTORNEY GENERAL DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION, OR ENDORSEMENT BY THE ATTORNEY GENERAL

Any questions regarding this notice should be directed to:

State of Michigan Department of Attorney General G. Mennen Williams Building, 7th Floor 525 W. Ottawa Street Lansing, Michigan 48909 Telephone Number: (517)373-7117

Carvel Franchise Disclosure Document i.i.aQia ^4.1 2014 ATTACHMENT 1

The effective dates of registration and the issuance dates of this Disclosure Document or exemption in the registration and non-registration states listed below are:

State Effective Date

California Exempt

Florida (exemption) Exempt

Hawaii

Illinois Exempt

Indiana Exempt

Maryland Exempt

Michigan Exempt

Minnesota

New York Exempt

North Dakota

Rhode Island

Utah (exemption) Exempt

Virginia Exempt

Washington

Wisconsin

All Other States April 1.20432014

Carvel Franchise Disclosure Document i.i.soia V24.1.2014 IF CONTENTS

ITEM PAGE 11 UFQC Page HEM PAGE

ITEM 1 THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES 1 ITEM 2 BUSINESS EXPERIENCE 4011 ITEM 3 LITIGATION 4415 ITEM 4 BANKRUPTCY 4S1Z ITEM 5 INITIAL FEES 47JJ ITEM 6 OTHER FEES ITEM 7 ESTIMATED INITIAL INVESTMENT 2G2Z ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES 3$22 ITEM 9 FRANCHISEE'S OBLIGATIONS 443§ ITEM 10 FINANCING 4232 ITEM 11 FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING 4340 ITEM 12 TERRITORY 5%1 ITEM 13 TRADEMARKS 5653 ITEM 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION 5855 ITEM 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS §051 ITEM 16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL 545Z ITEM 17 RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION 5258 ITEM 18 PUBLIC FIGURES 74£§ ITEM 19 FINANCIAL PERFORMANCE REPRESENTATIONS 7252 ITEM 20 OUTLETS AND FRANCHISEE INFORMATION 7252 ITEM 21 FINANCIAL STATEMENTS 7514 ITEM 22 CONTRACTS 75Z5 ITEM 23 RECEIPT 7575

FDD Page4i 1

'ol F ranch ice Dicclocuro Documont 1.1,2013 v2 TABLE OF CONTENTSTABLE OF CONTENTS (continued) Page

EXHIBITS:

EXHIBIT A FINANCIAL STATEMENTS

EXHIBIT B CARVEL FRANCHISE AGREEMENT AND RELATED AGREEMENTS:

Schedule A - Schedule of Events and Ownership Schedule Schedule B Personal Covenants Schedule C - Guaranty of Payment and Performance Schedule D - State Law Addendum (If Required)

EXHIBIT C CARVEL TERRITORY AGREEMENT AND RELATED AGREEMENTS:

Schedule A - Description of Designated Area and Ownership Schedule Schedule B - Development Schedule Schedule C - Personal Covenants Schedule D - Guaranty of Payment and Performance Schedule E - State Law Addendum (If Required)

EXHIBIT D OTHER AGREEMENTS

Carvel Express Addendum Carvel Hosted Express Addendum MICROS End User License Agreement General Release

EXHIBIT E INFORMATION ON FRANCHISEES

EXHIBIT F INFORMATION ON FORMER FRANCHISEES

EXHIBIT G STATE ADMINISTRATORS

EXHIBIT H AGENTS FOR SERVICE OF PROCESS

EXHIBIT I STATE ADDENDA TO DISCLOSURE DOCUMENT

EXHIBIT J FRANCHISEE DISCLOSURE QUESTIONNAIRE

EXHIBIT K RECEIPT

ADDITIONAL STATE LAW MAY REQUIRE ADDITIONAL DISCLOSURES RELATED TO THE INFORMATION CONTAINED IN THIS DISCLOSURE DOCUMENT. THESE ADDITIONAL DISCLOSURES, IF ANY, APPEAR IN EXHIBIT I.

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Carvel Franchise Disclosure Document 4.1.2014 ITEMt

THEFRANOH^ORANOANYPARE^

To simp^the language in this Oisclosure Oooument, ''we^ ^ or ^ou^ moaos Carvel Corporation, the franchisor ^You^ means the Individual or Individuals or business entity, Including such entity's owners, officers and d^ Curagentsforservlceofprocessare disclosed in ExhlhitH

Cur Business

We do business under the name "CarvelB Cur principal business address is 200 Clenridge Point Parkway,8uite 200, Atlanta, Georgia 30342, and our telephone number is (404) 2 3250 We were incorporated as a New York corporation in 1945 In 1959, we were reincorporated asaOelaware corporation

The name "Carvel" has been associated with the ice cream business since 1934 We have operated retail Shoppes selling ice cream and other frozen desserts and have granted franchises for these Shoppes since1947(the system") As of December 31, 2012, we operated 11 company ownedstadium locations, and^^ourfranchisees operated 3573^ domestic retail Shoppes (including 425 Shoppes cobranded in Sohlotzsky's ^t^^^op^r^db^^^^ffili^ Bl^d owned bv Schlotzskv's^ 47 international retail Shoppes, and35^foodservice locationsoperated by independent third parties Thomas Carvel founded us ThomasCarvel passed away in Cctober1990

We are not currently involved in any businesses other than those described in this Oisclosure Oocument We have not offered franchises in any other line of business We do not own any franchises l^lone of our affiliates has offered franchises for the business describedin this Oisclosure Oocument

You may compete with (i) our wholesale accounts that offer Carvel products at retail, such as supermarkets, convenience stores, club stores and other similar retail outlets and (ii)unaffi^^ branded restaurants and retail stores that we permit to sell one or more Carvel branded products From 1993 until 2002, we granted cei^ain area franchise development rights (''Area Franchise^^ to selected franchisees (''Area Franchisees'') underaseparate form of agreement (the "A^ TerritoryAgreement") In March 2005,we ceased offering franchises for new Carvel City Center stores Although we stopped offering AreaFranchises and franchises for new City Center stores: (i) we reserve the right to begin offering them again anytime we chooser and (ii) we are continuing to honorthose existing agreement

From 1994 until 2002, we granted selected franchisees (''Route Oealers'') the right to se^ deliver,and stock Carvel products in supermarkets ("Supermarket Routes''),underaseparate form of agreement (the "Supermarket Route Agreement") We referred to the program as the "Route Program " Although we stopped offering Supermarket Routes in 2002: (i) we reserve the right to begin offering them again anytime we chooser and (ii) we are continuing to honor the one remaining Supermarket Route Agreement

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Oa^el France Ol5Closo^Oocomeot4^014 Wehavenotso^mas^^nchises expect to do so

We have no predecessors

Our Parent Comoanv

Weareawho^ownedsuhsidiaryotFOOOS Orandslnc ^FOOUS Brands^^aCarvel Holding Corporation,aOelaware corporation FOCUS Brands maintains its principal place of business at 200 Clenridge Point Pa^ does not directly offer franchises in any line of business and does not otherwise conduct businesses of the type offered to you in this Oisclosure Oocument.

AtfiliatesThat Provide Coods and ServicesToPranchisees

We have two affiliates that provide goods and services to our franchisees, FOCUS Brands Pewards,lnc ^FBRI^ and Auntie Anne's, Inc auntie Anne's^. FBPI administers our gift card program FBPI's principal place of business is 200 Olenridge Point Parkway, Suite 200, Atlanta, Ceorgia 30342. FBRI will receive an administration fee equal to three percent (3^) of the gross giftcard sales made in 2043^14,which will be taken from the breakage issued to FBPI for unredeemed gif^ cards, per applicable state law After deduction of FBPI's administrative fees, all remaining breakage associated with the System received by FBPI will be deposited in the Adverti^inoAd Fund ^defined herein^. FBPI has not conductedabusiness of the type that youwill operateand has not offered franchises for this or any other business See ltem3for more information on our gift card program Auntie Anne's, through its division PCS Solutions Croup, provides polling and electronic point of sale system (the 'PCS System s equipment and support for the Carvel® system. PCS Solutions Croup and Auntie Anne's haveaprincipal place ofbusinessat4350W Chestnut Street, Suite 200, Lancaster, PA17603 Seeltem^for more information on our polling and PCS System requirements.

Affiiiated Franchise Programs

FOCUS Brands

FOCUS Brands is the direct or indirect parent company to 55 ffanchisdrs, including us, Cinnabon, Inc ("Cinnabon"), Sohlotzsky's FranchiseLLC("Schlotzsky's^, Moe'sFranchisor LLC ("MF"), and Auntie Anne's, Inc. ("Auntie Anne's") and McAlister^s Corporation ^McAlister's''^collectivelv the^FOCUS Brands Portfolios common management by FOCUS Brands, we are affiliated with the following franchise programs within the FOCUS Brands Portfolio:

Cinnabon licenses independent third parties to operate domestic and international franchised Cinnabon® bakeries and Seattle's Best Coffee® franchises on military bases in the United States and in certain international countries, and to use the Cinnabon trademarks on products dissimilar to those offered in Cinnabon bakeries. Cinnabon is the leading specialty baked goodo concept in the world. On November 4, 2004, FOCUS Brands purchased Cinnabon International Inc the parent comoanv of Cinnabon from AFC Enterprises Inc and FOCUS BrandsbecametheoarentcompanvofCinnabonlnternational Inc and indirect parent of Cinnabon Cinnabon's principal place of business is 200 Clenridqe Point Parkway,Suite 200, Atlanta, Ceorgia 30342 Cinnabon began franchising in 1990 and, as of Oecember

FAS^81111041 FOOFaoe2

0^elF^ochlseOl5clos^Oocument4BI2014 31, ^aoohisees opened 544532 Ci^abon ^ail o^ets ^ the United States and 4^5^ Cinnaben retail outlets outside the United S in the United States and 442143 units in other oountries AsofOecemher31 2O422013 Cinnahon operated 2oneoompany owned Cinnahon retail o^etsoutiet in the United States. Cinnabon has not offered franchises in any other line of business

Sohlotzsky's franchises Sohlotzsky's® quick casual restaurants which feature sandwiches, pizza, soups, andsalads Sohlotzsky's signature items are its''freshfromscratch"sandwich bunsand pizzacruststhatare baked on-site everyday. Cn November 17, 2005, FCCUS Brands, through its wholly owned subsidiary, Sohlotzsky's, purchased from Schlotzsky's, Ltd. and its affiliate, Schlotzsky's Real Estate Holdings, Ltd., both Texas limited partnerships, substantially all of the assets, including, among other items, all franchise agreementsand trademarks, service marks and other intellectual property, that comprise the Schlotzsky's® Rostaurantrestaurant franchise system and the Schlotzsky's brand. T^e^Schlotzsky's franchise systems principal place of business is 301 Congress Avenues SuitoHOO,Austin,Texas Cn or around ^unel,2013,Sohlotzsky'o principal business address will become 11401 Century Caks Terrace, Suite 400, Austin, Texas 73753 Schlotzsky's Rostaurantrest^ur^ franchises have been offered s^ As of Oecember 31 204^2013 there were 200293 franchised Schlotzsky's Restaurantsrestaurantsooeratio^ the United States, 4452 companyowned Restaurantsrestaurants and 445 Schlotzsky's Restaurantsrestaurantsooeratino outside the United States Schlotzsky's has not offered franchises in any other line of business.

Cn August 29, 2007,ME,awholly owned subsidiary of FCCUS Brands,purchased from Moe's SWC Holdings, LLC, Moe's Holdings, LLC and Moe's Southwest Crill, LLC, substantially all ^ theassets, including, among other items, all franchise agreements and trademarks, service marks and other intellectual property,that comprised the Moe's Southwest Crill® fast casual restaurant concept. As a result, ME franchises the Moe's Southwest Crill® fast casual restaurant concept that offers fresh-mex and southwestern food. ME's principal place of business address^is 200 ClenridgeRointRarkway, Suite 200, Atlanta, Ceorgia 30342 ME's predecessor, Moe's Southwest Crill, LLC, began offering Moe'sfranchises in 2001 Asof Oecember 31, 20422013 there were 479523 franchised Moe's Restaurantsrestaurao^ operating inthe United States, 05operating outside the United States and4companyowned Moe's Restaurantsrestaurants in the United States. MF has not offered franchises in any other line of business

Auntie Anne's franchises Auntie Anne's® facilitiesthatoffer soft pretzels, lemonade, frozen drinks and related foods and beverages On November 5, 2010, EOCUS Brands purchased all the outstanding shares of Auntie Anne's Eood, Inc ('AAEI"),the parent company of Auntie Anne's Through thopurchase of AAEI'ssharesanacquisi^^, FOCUSBrandsbecamethe indirect parent company of Auntie Anne's. Auntie Anne's principal place of business is 43-50 W Chestnut Street,Suite 200, Lancaster, Eennsylvania17503 Auntie Anne's has offered franchises since danuary 1991 As of Oecember 31, 20422013 there were approximately 55525^ffanchised facilitiesand4415companyowned stores in the United States and approximately53042^^franchisedfacilitiesoperating outsidethe United States Auntie Anne's has not offered franchises in any other line of business.

McAlister's offers full size and non traditional fast casual restaurant fra^ service on oremises and take out services

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^^F^^O^^O^m^t412014 including hot and cold deli sandwiches, baked potatoes, salads, SOUPS, desserts, iced tea and other food and beverage products under the names "MCALISTER'S DELI®" or "MCALISTER'S SELECT®." McAlister's principal place of business is 4501 North Point Parkway. Suite 100. Alpharetta. Georgia 30022 and it has an additional operations center located at 721 Aviaon Drive. Suite A. Ridoeland. Mississippi 39157. McAlister's has been franchising since 1999 and as of December 31. 2013 had 275 domestic franchised restaurants and 46 companv-owned restaurants. McAlister's became an affiliated franchise program through an acouisition in July 2005 and in October 2013. McAlister's parent was merged with a subsidiary of FOCUS Brands and McAlister's became an indirect subsidiary of FOCUS Brands. McAlister's has not offered franchises in anv other line of business.

Other Brands

Through common control with or common management by either Roark Capital Group, Inc. ("RCG") or Roark Capital Management LLC, both Atlanta based management companies affiliated with the private equity firm, Roark Capital Group, we are also affiliated with the following additional franchise programs (collectively with the FOCUS Brands Portfolio, the "Affiliated Programs"):

FASTSIGNS International, Inc. ("FASTSIGIMS") is a franchisor of businesses specializing in selling, marketing, prndnntinn nnd installation ofproducino and installing visual communications including signs (both non-electrical and electrical), graphics, banners, flags, vehicle graphics, vehicle wraps, ADA signage, compliance signs, dimensional letters, dimensional signage, ready-to-apply lettering, exhibits and displays, decals and labels, exhibits, trade show and other displays, digital imaging printing (including small format, large format and grand format), advertising and promotional products (including wearables), electronic or digital signage, 2D barcodes, websites (both regular and mobile-optimized), logo/artwork design and illustration, product wraps and other related graphics, marketing services and other complementary products and services, with its principal place of business at 2542 Highlander Way, Carrollton, Texas 75006. FASTSIGNS deeshas done business under the namonames American Fastsions® Inc.. FASTSIGNS International, Inc. and FASTSIGNS®. FASTSIGNS has been franchising since 1986 and as of December 31, 20422015 had 463485 centers in the United States and §74Z centers internationally. Additionally, there are 17 SIGNWAVE centers operating in Australia under our Australian master franchisee. FASTSIGNS became an affiliated franchise program through an acouisition in October 2003. FASTSIGNS has not offered franchises in any other line of business. McAlister's Corporation ("McAlister's") is a franchisor that offers full size and non traditional fast casual restaurant franchises offering counter service, on promises and tako out services featuring a complete or limited line of doli foods, including hot and cold deli sandwiches, baked potatoes, salads, soups, desserts, iced tea and other food and beverage products under the names "MCALISTER'S DELI®" or "MCALISTER'S SELECT®." McAlister's principal place of business is 4501 North Point Parkway, Suite 100, Alpharetta, Georgia 30022 and it has an additional operation ccntor located at 721 Avigon Drive, Suite A, Ridgoland, Mississippi 39157. McAlister's has boon franchising since 1099 and as of Docomber 31, 2012 had 278 domestic franchised restaurants and 34 company owned restaurants.—McAlister's has not offered franchises in any other line of business. Batteries Plus, L.L.C. ("Batteries Plus") is a franchisor that offers individual and multiple unit franchises for the operation of Batteries Plus Bulbs® stores selling batteries, light WWSrbulhs

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Carvel Franchise Disclosure Document 4.1.2014 and related ii^arrAssnhAs and services for ^retail consumer and commercial accounts. Batteries Plus' principal place of business is 8361325 Walnut Ridge Drive, Suito 100, Hartland, Wisconsin 53029 Batteries Plus became an affiliated franchise program through an acquisition in November 2007. Batteries Plus has been franchising since August 1996 and as of December 31, 20122013 had 644562 franchised stores and 364Q company-owned stores. Batteries Plus has not offered franchises in any other line of business.

Primrose School Franchising Company ("Primrose") is a franchisor that offers franchises for the establishment, development and operation of Primroco School educational child care facilities serving families with children from 6 weeks to 12 years old operating under the Primrose® name Primrose's principal place of business is 3660 Cedarcrest Road, Acworth, Georgia 30101 Primrose became an affiliated franchise program through an acquisition in June 2008. Primrose has been franchising since 1988 and as of December 31, 20432013 had 263222 franchised facilities and 1 company-owned facility. Primrose has not offered franchises in any other line of business.

Pet Valu Canada Inc ("Pet Valu") is a franchisor that offers franchises for specialty retail stores operating under the trademark "Pet Valu" that sell food and supplies for dogs, cats, birds fish, reptiles and small animals. Pet Valu's principal place of business is 7300 Warden Avenue, Suite 106 Markham Ontario L3R 9Z6. Pet Valu became an affiliated franchise program through an acquisition in August 2009. Pet Valu has been franchising since 1987. Pet Valu also operates 2om other small Ghamscbam of specialty retail pet supply stores in Ontario, Canada and one otteF chain of specialty retail pet supply stores in British Columbia, Canada. Onelte small Ontario chain operates under the trademark "Paulmac's Pet Foods and, as of Dumber 34-2S 20422013. there were 4314 franchised and 43 company-owned stores. The British ColumbTa chain, acquired by Pet Valu in April 2010, operates under the trademark "Bosley's Pet Food Plus" and, as of December 3423, 20422m, there were 401Z franchised and 2620 company-owned stores. As of December 3423, 20422013, there were 234251 franchised and 102 comoanv owned Pet Valu stores operating in Ontario, Alberto, Manitoba and Nova Scotia Canada, 4OOand 123 company-owned Pet Valu stores in Ontario, Manitoba Alberta Now Brunswick, Novo Scotia and Saokatchcwan, Canada, 02 company ownod Pet Valu ctoroc in the United States (Maryland, Ponncylvania, Virginia and Now Jorcoy) and 1 franchicod Pot Valu ctoro in tho United Statoc (Ponncylvania). Pet Valu has not offered franchises in any other line of business. Pot Valu and currently only offers franchises for the operation of Pet Valu and Bosley's stores in Canada.

Wingstop Restaurants, Inc. ("WINGSTOP") is a franchisor of restaurants operating under the WING-STOP® trade name and business system that serve buffalo-style chicken wings and complementary side dishes and beverages. Its principal place of business is 1101 E. Arapaho Road Suite 460, PirhnrHrnnfifim LBJ Freeway 5th Floor, Palas, Texas 7508175240 WINGSTOP became an affiliated franchise program through an acquisition in April 2010. WINGSTOP has been franchising since May 1997 and, as of December 29 20122013 had 633593 restaurants operating in the United States (640500 franchised and 2324 company-owned) and 4421 restaurants operating internationally. WINGSTOP has not offered franchises in any other line of business.

CBC Restaurant Corp. ("Corner Bakery") is a franchisor of fast-casual restaurants operating under the Corner Bakery Cafe® trade name and business system that serve artisan breads, salads sandwiches, soups and baked goods for breakfast, lunch and dinner. Corner Bakerys

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Carvfil FranchiQA nisnlnsur* nnrumftnt4 1 ?014 principal place of business is 12700 Park Central Drive, Suite 1300, Dallas, Texas 75251. In June 2011, Corner Bakery became an affiliated franchise program through the morgor of Cornor Bakery's paront, II Fornaio (Amorica) Corporation with a company controllod by RCG through RCG's affiliated companiosan acquisition. Corner Bakery has been franchising since June 2006 and, as of December 31, 20422012. there were 4O0110 company-owned restaurants and 3849 franchised restaurants in the United States. Corner Bakery has not offered franchises in any other line of business.

Arby's Restaurant Group, Inc. ("Arby's") is a franchisor of quick-serve restaurants operating under the Arby's® trade name and business system that feature slow-roasted, freshly sliced roasted beef sandwiches. Arby's principal place of business is 1155 Perimeter Center West Suite 1200, Atlanta, Georgia 30338. In July 2011, Arby's became an affiliated franchise program through tbegn acquisition of all of Arby's outstanding stock by a company controllod by RCG through RCG's affiliated companioo. Arby's has been franchising since 1965 and as of December 31, 20422012, there were approximately 3^3543.267 Arby's restaurants operating in the United States (2^3432.311 franchised and 4,044050 company-owned), and 423155 franchised Arby's restaurants operating internationally. Predecessors and former affiliates of Arby's have, in the past, offered franchises for other restaurant concepts including T. J. Cinnamons® and Pacta Connoction® As of December 31, 20422013. there were approximately §§51 T. J. Cinnamons locations in the United States. T. J. Cinnamons stores serve gourmet baked goods. A prodocosGor of Arby's offorod franchises for Pasta Connection restaurants and tho last Pacta Connection franchioo closed in 2008.

Massage Envy Franchising, LLC is a franchisor of businesses that offers professional therapeutic massage services, facial services and related goods and services under the name "Massage Envy" or "Massage Envy Spa®.^ Massage Envy Franchising's principal place of business is 14350 North 87th Street, Suite 200, Scottsdale, Arizona 85260. In September 2012, through a series of trancactionc, Massage Envy became an affiliated franchise program through theaa acquisition by a company controlled through affiliated companios by Roark Capital Management of all of tho ownorchip intoroctc in Mascago Envy Franchising's direct paront, Massage Envy, LLC. Massage Envy Franchising has been franchising since 2010 and through its predecessor since 2003. As of December 31, 20422013 there were 843940 franchised Massage Envy Spas operating in the United States. Additionally, the predecessor of Massage Envy Franchising previously sold franchises for regional developers, who acquired a license for a defined region in which they were required to open and operate a designated number of Massage Envy Spas either by themselves or through franchisees that they would solicit. As of December 31, 20422015, there were 4441 regional developers operating 55 regions m the United States. Massage Envy Franchising has not offered franchises in any other line of business.

CKE. Inc. through two indirect whnlly-owned suhsiriiaries (Carl's Jr. RestAurants LLC and Hardee 8 Restaurants I I O owns, operates and frannhises ouick SArve restaurants npAratinn under the Carl's Jr.®. Hardee's® Green R..rrito® and Rmd Burrito® trade names and husinAss SYStems. Carl's Jr. restaurants and Hardee's restaurants offer a limited menu of breakfast KJQCh and dinner products featuring charhmiled 100% Blank Anous Thir.kburoer® sandwiches, Hand-Breaded Chicken Tenders. Marie from Scratch Biscuits and other related guick serve menu items. Green Burnto and Reri Rnrrito each offer certain Mexican food nrnriuris in a ouink- Serve format. Green Burrito franchises are only offered in conjunction with a Carl's Jr Dual Concept Restaurant that incorporates the Green Rnrrito Dual Concept System Red Burritn

EAST\/18111104.1 EDO Page 6

Can/fil Franchise nisdrtfinre Dommfinta 1 9014 ^ch^a^o^o^ed in ooniu^on with a Ha^e^O^ ConoeotRe^au^^ inooroo^tes the Red B^ntoO^Oonoeot System C^ lnoBsonncioaio^ot business is 6307Cerninten8AyenueSuiteACerninteheCa^ ins heeameanaffiiiatedsempenythreuohtheaoouisitienetasu^^ inoBssteek Hardee's restaurantshave been t^nehisedsinoe^l andRedBunitoOuai Oeneeot restaurants have been tranohisedsinee 2006 As ot January 27 2014 t^^^ oomoany ooerated Hardee's restaurants inoiudino 318 Red Burrito OuaiConoeotrestaur^^^ and there were 1284 domestistranohised Hardee's restaurants inoiudino 133 Red Burrito Ouai Oonoeotrestaurants Additionaiiy there were 275 tranchised Hardee's restauran^^ outside the United States Pari s Jr restaurants haye been tranohisedsinoe 1984 and Green Burrito OuaiOonseot restaurants haye been transhisedsinoe 1998 As ot January 27 2014 there were 437 oomoanyooeratedGari'sJr restaurants iooiudino 298 GreenBurritoOuai Gonoeotrestaurants and there were 700 domestiotranshisedGari'sJr restaurants inoiudino 315 Green Burrito OuaiGonoeot restaurants in addition there were 298 tranohised Pari s Jr restaurants ooeratino outside the United States Neither G^E ino nor its subsidiaries that operate the aboye dessribedtranohise systems haye offered tranohises in any other iineot business

Exoept as desoribedaboye, none ot the tranohisorsot the Affiliated Programs are obligated to provide products or servisestoyou^ howeyer^you may purohaseprodusts or services trom these tranohisors it you choose to do so

Except as described above, we have no other parents, predecessors or affiliates that must be included in this Item.

The Franchises Gttered and the Agreements

Weo^ertranchisestoraGarvel^lceGream Shoppe Garvel^ Ice Gream Shoppes are retail Shoppes that sell sett serve ice cream, hand dipped ice cream, novelties and ice cream cakes

This Disclosure OocumentdescribesafranchisetorasingleGarvel Full Shoppe ^'Full Shopped a^ asinoleGarvel Fxnress Shoooe express Shopped andasinoleGarvel Hosted Express Shoppe ^Hosted Express Shopped astollows^

D ^ FullShoppe where you produce and sellafull range otGarvel products. If you will operateaFull Shoppe, you will sign the Garvel Franchise Agreement attached as ExhibitB(the "Franchise Agreement")

^ Express Shoppe where vou produce and sell selected Garvel products Itvouwill operate an Express Shoppe you will sion the Franchise Aoreementalono with the Garvel Express Addendum attached as ExhibitOrthe "Express Addendum'^ The Express Addendum modifies certain terms otthe Franchise Agreement

^ ^ Hosted Express Shoppe where vou produce and sell selected Garvel products. It you will operate an^H^^d Express Shoppe, you will sign the Franchise Agreement alongwiththeGaivel^s^ExpressAddendum attached as ExhibitO(the"^s^ Express Addendum") The ^s^d Express Addendum modifies certain terms ot the Franchise Agreement. ^s^ExpressShoppesn^ayy^belocated inthe space of another restaurant, food service facility or business approved by us ("Host Facility").

^ ^AST^48111104 1 FOOFace7

^^IFr^^0^o^0^^^4BI^14 This Oisoiosore Ooooment ^ersto F^ Shoppes^xoress Shoppesand Hosted Express Shores as ^SheppesB Unless otherwise noted, the dissles^ apply to Full Shoppes^ Express S^^^ and Host^

We also o^eraOarvelTerritory Agreement (the^Territory Agreement operators, who will oommit to developingaoertaln number ot Shoppes We will negotiate with you the number ot Shoppes you will develop under theTerritory Agreement and the minimum number ot Shoppes you must develop is two and there Is no maximum number. Theaotual number ot Shoppes you will develop under theTerrltoryAgreement will be set torthln the Development Sohedule(detined below) It you signaTerritory Agreement, we will grant you the righttoestablishanagreed-upon number ot Shoppes wlthinaspeoitied area (the "Designated Area") Eaoh Shoppe will operate under the terms otaseparateEranohise Agreement ^ou must establish Shoppes underadevelopment schedule thatwlll be attached asaSoheduleEto theTerrltoryAgreement(the"DevelopmentSchedule"). TheFranchlse Agreement tor each Shoppeyou establish undertheTerritoryAgreementwill be in the term ot our thencurrent Franchise Agreement we are ottering to new franchisees under the System at the time you sign the Franchise Agreement

As part ot our application process,you must complete an application and successfully passa financial credit check, ^ou may also be asked to successfully complete a test of basic competency in the English language andacriminal background check

Franchisee^ndostrv Contact Referral Program

We will payareferral fee of ^5,000 to the first of our franchisees or real estate brokers that introduceanew prospective franchisee to us,if we approve the new prospect^nd^we and the prospect sign a Franchise Agreement within 6 months after the referral is made^and the prospective franchisee pays us the full ^30,000 initial franchise fee Tho prospective franchisee must have liquid assets of at least^20,000andatotal net worth of ^00,000 We will pay this referral fee when the referred prospective franchisee's Franchise Agreement is fully signed and the initial fee is fully paid Aprospectivefranchiseewillnotbeconsidered new ifthe prospective franchisee (including any of the individual owners if the prospective franchisee is an entity) has signedafranchise agreement with any other brands in the FOCUS Brands Fortfolio,and the ^5,000 referral fee will only be paid once in connection with the first franchise agreement signed withabrand in the FOCUS Brands Fortfolio ^ou must be in full compliance with all Franchise Agreements between you and us in ordertoreceiveareferral fee.

Comoet^on and t^e market

The market for your products and services is the general consumingpublic Curgoalisto become the leading source of and consumers'choice for ice cream and frozen desserts We strive to achieve this goal by offeringawide variety of superior ice cream and frozen desserts. Cur products include ice cream and frozen desserts in unique forms and popular flavors, and health and diet products We offer ice cream cakes and novelties, in addition to soft and hard ice cream served in cones and cups Carvel Shoppes differ from many other dessert and ice cream shops because they offer great tasting products that can be custom shaped and custom decorated for any occasion

EAST^^m04BI FOOFao^8

Oa^lF^^^Ol5do5or^Ooc^^4Bl^4 The market for Ca^produots is seas^ other frozen desserts when the weather is wer^ oakes tor holidays and other special oooasions. We urge you to consult your own independent business advisorsto evaluate theseandothertactorsbetore deciding toinvestlnaCarvei Shoppe.

^ou will compete with all other sellers ot ice cream and frozen desserts, including supermarkets, convenience stores, restaurants, and other ice cream and frozen dessert retail stores, ^oualso will compete with shops tor customers who are looking tor high quality, treshly made cakes or novelties The market in which you will operate is intensely and increasingly competitive and rapidly-changing Numerous other independent and chain vendorsotice cream andother frozen dessert products and other snack, treat, and impulse tood items exist, and others may enterthe market In addition, other Carvel Shoppes may compete directly with your business

We use channels ot distribution other than Carvel Shoppes. Although we do not intend to open anynewtraditional,companyowned Carvel Shoppes tor the foreseeable future, other thana possible company owned training Shoppe, we do intend to^ay expand our sales to convenience stores, club stores, drug stores, dollar stores, stadiums, arenas, and similar public venues and other businesses and to grow our non-traditional foodservice business, including installing company owned or operated or third party owned or operated satellite operations in locations like stadiums, turnpike rest stops, university cafeterias, parks, beachesand large shopping venues,and engagingin various cobranded and storewithin-astore concepts and through mail order sales and sales through and the Internet We also may sell Carvel products, at wholesale, to other restaurant concepts owned, managed andBor franchised by us, the franchisors of the Affiliated Programs or our affiliates

^ou may also compete with unaffiliated branded restaurants and retail stores that we permit to sell one or more Carvel branded products including products that you are likely to sell in your franchised Shoppe and including restaurants and retail stores near your Shoppe.^ou are not entitled to additional rights or compensation in either case

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^^l^nc^O^^Ooco^n^^^ S^ermarketO^^^oo^osmess

We are parties toaliceose agreement market, advertise, premete,distribute and seliadefined setoff other frozen aoveity products to the foiiowing distribution channels^ grocery stores and supermarkets, ciub stores iike Sam's Ciub, super stores iike Target Super Stores, mass merchantsiike ^Mart, commissaries and exchangeson United States military basesand certain specified restaurants and other outlets in different parts of the United States. Subject to the limited rights of one third party, the rights granted to OF Foods in these distribu^ are exclusive The licenseagreementhasatermof^Oyearswith renewal rights held by OF Foods that, if exercised, would permit it to renew the license agreement for multiple 10 year terms OF Foods must pay royalties to us based on the net sales of products OF Foods sells, distributes or ships under the license agreement. Additionally,sub^ect to our consent, OF Foods has the right to use our trademarks to co brand,^oint brand or undertake ^oint marketing efforts with third parties (eg displayingathird party logo or name on an ice cream cake or pie of at least 24 fluid ounces). The license agreement also requires OF Foods to make the products available to our franchisees Finally,thelicenseagreement contains normal and customary trademark usage specifications designed to protect our rights in our trademarks that OF Foods uses and quality standards and specifications that govern OF Foods'manufacture of products that bearour trademarks OF Foods is not an affiliateof oursand wedo not control the activities of the supermarketdistributionbusiness that OFFoods operates ^ou may face competition from the distributionchannelswhereOF Foodsis authorised to market andsell products bearing our trademarks

Government ^eo^a^on and certain Factors Affecting the Restaurant ^nd^strv

^ou must comply withalllocal, state and federallaws that apply to businesses generally, including theFair Labor Standards Acts, workers' compensation, Occupational Safety and Health Administration (''OSHA'')andEqualFmployment Opportunity Oommission regular and state laws governing various matters, such as minimum wage, overtime and other working conditions, discrimination, sexual harassment, tax and environmental laws and laws and regulations on citizenship or immigration status. Some states require that employees' citi^enship^immigration status be verified through the Department of Homeland Secure Verify program Increases in the minimum wage can increase your labor costs and affect your bottom line ^ou also must comply with the provisions of the Americans with Disabilities Act, which requires that employers provide reasonable accommodations for employees and customers with disabilities Additionally, you must comply with all local, state and federal laws applicable to restaurants, including licens matters, and food and safety regulations Various federal and state agencies, including the U.S. Foodand Drug Administration and theUS Department of Agriculture and state and local health and sanitation agencies have regulations for the preparation of food and the condition of restaurant facilities. The OleanAirAct and state implementing laws also may require certain geographic areas to attain and maintain certain air quality standards for o^one, carbon monoxide and particulate matters As a result, businesses involved in commercial food preparation may be subject to caps on emissions.

Some states may require franchises to obtain restaurant, business, occupational, food products, and miscellaneous licenses ^ou also may have to obtain health licenses and to comply with health laws and regulationsthatapply to restaurantandfood productestablishments In

^ ^AST^imO^BI FOOF^IQ

^elF^^O^^Oo^^4BI^4 ad^o^youw^needto^^ bating to the labe^g that is inched on your men^

^ou must ensure that your POS System or your oroditoard processing to^ responsive tor prooessingoreditoard transactions) areincompiiance with the mostcurrent Payment Oard industry (PPi) standards Thiscurrentiy includes ata minimum completing required assessments by the credit card associations, performing quarterly scans ot the network, and in some cases may include on-site audits ^ou are solely responsible tor complying with these standards and applicable regulations inatimely manner and tor all costs ot maintaining compliance We may provide you with communications, education, training materialsor software updatesto assist you in maintaining PPI compliance, but you remain solely responsible for remaining compliant. Please note that if your POS System or credit card terminal is compliant, this does not necessarily mean that your business is compliant Please consult with your credit card provider for information on what is required for your business.

We do not assume any responsibility for advising you on these regulatory or legal matters ^ou should consult with your attorney about any federal, state, and local laws or regulations that may attest your Shoppe.

^our Shoppe could be adversely affected by negative publicity related to food quality, illness, iniurv or other health concerns on other BakeriesShoooes that vou do not own or operate

EAST^III^BI FOOFage^

^^Fr^^0^o5^0o^^t4BI^4 ITEM 2

BUSINESS EXPERIENCE

Russ UmphonourSteven C. DeSutter: Chief Executive QffisefOffice and Member, Board of Directors

RwssSleve has been our Chief Executive Officer since March 2000 and has served ong member of our Board of Directors since February 2012Ma££b_2Ql4. Steve Russ has beenalso served as the Chief Executive Officer efeE FOCUS Brands since

November 2008 and of± Cinnabon, Schlotzsky's and Moe's and Schlotzsky's since March 2009. Russ was a Director of Auntie Anne's from November 2010 to March 2011, and has boon the2014 as well as Chairman and Chief Executive Officer and Chairman of the Board offgr Auntie Anne's and AAFI since March 26442014. Rune also has boenSteve was the Executive Vice President of FOCUS Brands since November 2008. From July 2005 to November 2008, Russ was a self employed private investor. From Juno 1973 to July 2005, Ruse was tho CEO nf RTM Inn lnnntr>H in Atlnnta flonrnin tho Inrnest Arhv's franohisoo. RussSusser Holdings and President and CEO of Stripes LLC in Lubbock. Texas, from June 2008 to March 2014. Steve serves in his present capacities in Atlanta, Georgia.

Scott Colwell: President

Scott has been our President since October; 2012.

Prior to joining us, Scott was the Chief Marketing Officer of Bruegger's Enterprises, Inc. in Burlington. Vermont and Franklin. Massachusetts, from November 2009 through October 2012. He formerly served as the Global Marketing Officer and VP, Marketing USA for Baskin-Robbins (Dunkin Brands, Inc.) in Canton. Massachusetts, from February 2006 through October 2009. Scott serves in his present capacity in both Franklin, Massachusetts and m-Atlanta, Georgia.

EASTV18111104.1 FDD Page 12

Carvel Franchise Disclosure Document 4.1 2014 Stephen D. Aronson: Member. Board of Directors

Steve has been enone of our Board of Directors since February 2012 and was our Vice President from March 2009 to February 2010. Steve has served on the Board of Managers for Moe's Franchisor LLC since April 2007, on the Board of Managers for Schlotzsky's Franchise LLC since March 2012, on the Board of Directors for Cinnabon, Inc. since March 2009 and on the Board of Directors for Auntie Anne's, Inc. since February 2012. Steve also currently serves as Managing Director and General Counsel of Roark Capital Group, Inc. and Roark Capital Management, LLC and their affiliates in Atlanta, Georgia. He has been a Managing Director for these companies since November 2008 and the General Counsel of these companies since November 2007.

Steve served as Vice President of Cinnabon, Inc. from March 2009 to February 2010. StovoHe served as Vice President of Moe's Franchisor LLC from April 2007 to February 2010. Steve and served as Vice President of Schlotzsky's Franchise LLC from March 2009 to February 2010. From February 2005 to November 2007, Steve served as Vice President of Roark Capital Group, Inc. and Roark Capital Management, LLC in Atlanta, Georgia.—Steve serves in his present capacities in Atlanta, Georgia.

Steve Romaniello: Member. Board of Directors

Steve has been on our Board of Directors since March 2012 and served as our Chief Executive Officer and President from June 2003 to November 2006. Steve has served on the Board of Managers for Moe's Franchisor LLC since April 2007, on the Board of Managers for Schlotzsky's Franchise LLC since March 2012 and on the Board of Directors for Cinnabon, Inc. since March 2012. Steve also has been a Managing Director at Roark Capital Group, Inc. and Roark Capital Management, LLC since November 2008.

Steve served as Chief Executive Officer and President of Schlotzsky's Franchise LLC from September 2006 to March 2009. SteveHe served as Chief Executive and President of Cinnabon, Inc. from November 2004 to March 2009. Steve served as the Chief Executive Officer and President of Moe's Franchisor LLC from April 2007 to March 2009. From October 2003 to the present, Steve has served as a Director of FaotsignsFASTSIGNS International, Inc. Steve serves in his present capacities in Atlanta, Georgia.

Lenore Krontz: Chief Administrative OffiG^Hans 5. Weaer: Chief Financial Officer^ reasurer

Lonoro has boon our Chief Administrative Officer cinco Movombor 2006. Lenore aloo has boon our Chief Financial Officer and Corporate Treasurer since January 2006. Lenore has Hans has been our Chief Financial Officer and Treasurer since April 2014. Hans has also served as the Chief Administrative Officer and Chief Financial Officer effor FOCUS Brands since November 2006. Lenore has been Chief Administrative Officer, Chief Financial Officor and Treasurer for. Cinnabon. Moe's since August 2007 and fe^-Schlotzsky's since November 2006.—Lenore has been Cinnabon's Chief Administrative Officer since November 2006 and April 2014 as well as the Treasurer for Auntie Anne's since April 2014.

EAST\48111104.1 FDD Pace 13

Carvel Franchise Disclosure Document 4.1.2014 FromFeb^v^ltoM^ January 2002—Lenorehaobeen CorparateTreaourerforAuntieAnne^siacoNovernber^ OutnoaerEn^ron^ From Auou^1908^rauoh January 2011 Hans served as Chiof Financial OffioorFxoou^oViooFrosidont and ^ Prenerties inBethesda Maryland In add-on Hans served as Secretary of LaSaile Hotel Properties trom October 1900 t^^ capacities in Atlanta, Oeorgia.

Lauren Fernandez Corporate Secretary and General Counsel FOCUS Brands

Lauren Fernandez bas served as^^ourCorporateSecretary since Marcb 2012 and our General Counsel since February 2013. Sbebas also served as tbeFCCU^Brands General Counsel since November 2012.—Previously, Lauren bold tbo position ot Vice President, Legal tor FCCUS Brands trom November 2011 tbrougbCctober 2012 Sbobas also served as our Vice President,Legal sinoe November 2011—Lauren bas also served inasimilar capacity as Vice President, Legal tor botb Moe's and Cinnabon sinoe November 2011.—Lauren also ^esametorFGCLlSBrands Cinnabon Scblotzskv's Moe's and Auntie Anne's since February 2013 as well as tbe Corporate Secretary tor Scblotzskv's FGCUS Brands Cinnabon Scblotzksy's Moe'sand Auntie Anne's Cinnabon and Moe'sin sinceMarcb 2012 Fro^o November 2011to February 2013Lauren was tbe Vice President otLeoaltor Focus Brands

FromCctober 2010 toNovember 2011, LaurenservedasGlobalTrademarkCounseland Associate General Counsel tor CIBAVISICN Corporation inCulutb, Georgian—Prior to joining CIBA VISION Lauren was an associate and tromAuoust 2003 until October 2010 sbe was an attorney at Atlanta based Gardner GrottGreenwald and Villanueva, P C trom August 2003 until October2010^Lauren serves in berpresentcapacities in Atlanta, Georgia.

MicbaelSbattuc^Prosiden^Co^President.lnternatlonaL FOCUS Brands

Mike bas boon our President, International since July 2000.— Mike was our Senior Vice President, International trom November 2007 to July 2000 and was our Vice President, International Operations trom November 2004 to November 2007. Mike bas been tbe Co President International tor FOCUS Brands since January 2014 Intbis capacity be sbaresco resoonsibilitv tor our international trancbiseorooram In addition Mike also sbarescoresponsibilitvtortbe international trancbiseorooramstorCinnabonAunt^ Moe's Scblotzskv'sandMcAlister's From July 2000 untilOecember 2013 Mike was tbe President International tor FOCUS Brands and trom November 2007 to June 2000 be was tbe Senior Vice President International tor FOCUS Brands Mike serves in bis present capacities in ^la^a. George

Mike bas been Moe's, Cinnabon's and Scblotzsky's President, International since July 2000 and Auntie Anne's President, International since Marcb 2011 and was Moe's, Cinnabon's and Scblotzsky's Senior Vice President, International trom November 2007 to July 2000 Miko was Vice President,International Operations tor Moe'strom August 2007 to November 2007,and tor Cinnabon trom February 2002 to November 2007,and for Scblotzsky's trom November 2003 to November 2007 Mike serves in bis present capacities in Atlanta, Georgia. Tonv^avese^Co^residentlnternatlonaLFOCUSBrands

^ EAS^31111041 FOOF^ge^

Ca^el France O^o^^00C^^4BI 2014 Paul Damico: Head of Non-Traditional Dovolopmont and President, Moe's Franctosof U=€ Tonv joined FOCUS Brands in January 2014 as Co-President of International. In this capacity. he shares co-responsibilitv for our international franchise program. In addition. Tonv also shares co-responsibilitv for the international franchise programs for Cinnabon. Auntie Anne's. Moe's. Schlotzsky's and McAlister's.

Paul has boon tho President of Moo's sinco April 2008. In addition to his role as Moo's President, Paul is responsible for oversight of franchise sales within non traditional venues such as airports, travel plazas, train stations, universities, casinos, health care settings and office complexes for the FOCUS Brands portfolio. Prior to joining FOCUS Brands. Tony was President and Chief Operating Officer fcr Paris Baguette from January 2013 to December 2013 in Atlanta. Georgia. From July 2004 to Mav 2012 Tonv was the Chief Operating Officer for Dunkin' Brands International in Atlanta. Georgia. Tonv serves in his present capacities in Atlanta, Georgia.

From July 2005 to February 2008, Paul was the Chief Operating Officer of SSP America, located in Lansdowne, Virginia. Paul serves in his present capacities in Atlanta, Georgia. Dan Pawlak: Vice President Non-Traditional Development

Dan has been our Vice President, Non-Traditional Development since January 2009. From March 2007 to January 2009, Dan was our Director of Non-Traditional Development.

Additionally. Dan also-has served as the Vice President, Non-Traditional Development for

Cinnabon since January 2009. From March 2007 to January 2009± Dan also was the Director of Non-Traditional Development for GarvelCinnabon and Schlotzsky's and for Moe's from August 2007 to January 2009. From August 2002 to January 2007, Dan was the President of Midwostbons, Inc., a Cinnabon franohisoo.—Dan serves in his present capacities in Atlanta, Georgia.

Scott Nicely: Director of Non-Traditional Operations and Training

Scott has boon our Senior Concept Training Manager since April 2008. Scott has been our Director of Non-Traditional Operations and Training since August 2012 and has led the Carvel Training Department since April 2008. Scott was formerly also He served as the Senior Concept Training Manager for Cinnabon from April 2008 to February 2011. From May 2006 to April 2008, Scott was the Concept Training Manager for Raving Brands in Atlanta, Georgia. From May 2000 to May 2006, Soott was tho Training Store Manager for Wondy's International in New Orleans, Louisiana. Scott serves in his present capacities in Atlanta, Georgia.

^ EASTV18111104.1 FDD Page 15

Carvel Franchise Disdosure Document 4 1 2014 Loh PotofsewChris Campaqna: Vice President of Marketing

LefiChris has been our Vice President of Marketing since January 2009. Loh was our Director, Marketing from March 2004 to January 2009. Loh serves in hor present capacities in Atlanta, Georgia.October 2013.

Prior to joining us. Chris served as Vice President of Marketing for Atlanta Bread Company from Mav 2006 to October 2013 in Smyrna. Georgia. Chris serves in his present capacities in Atlanta. Ceorgia,

Jim Salerno: Vice President of Operations

Jim has been our Vice President of Operations since November 2007. Jim was our Regional Vice President, Operations from November 2006 to October 2007.—Jim was our Regional Director of Operations from Juno 1008 to November 2006. Jim serves in his present capacities in Florida.

Joseph Miles: Vice President Stadw Joe has been our Vice President of Stadiums & Arenas since September 2003. Joe was our Director of Operations from May 2002 to October 2003. Joe was our District Manager from May 1097 to April 2002. Joe serves in his present capacities in Connecticut. Tim Goodman: Vice President Franchise Administration

Tim became our Vice President, Franchise Administration in February 2005.

Additionally. Tim ateo-has served as the Vice President, Franchise Administration for Moe's since August 2007, for Schlotzsky's since November 2006-aftd± for Cinnabon since February 2005 and for McAlister's since October 2013. Tim serves in his present capacities in Atlanta, Georgia.

David Fenner: Director. Research & Development

David became our Director of Research & Development in November 2011.

Prior to joining Carvel, David was the Director of Training/Culinary and Field Support for the Flying Biscuit in Atlanta. Georgia, from August 2008 to November 2011 where he was responsible for the development of test menu items and directing the launch of all new products through strategy, research and market testing. David served as a Culinary Manager for Raving Brands in Atlanta. Georgia, from September 2006 to August 2008. David serves in his present capacities in Atlanta, Georgia.

^ EASTV18111104.1 FDD Pagelg

Carvel Franchise Disclosure Document 4.1.2014 Richard Kamph: Vice Prosidorrt—Barrv Moullet: Chief Supply Chain Officer. FOCUS Brands

Barry has been the Chief Supply Chain Officer for FOCUS Brands since November 2013. He has also served as the Chief Supply Chain Officer for Cinnabon. Auntie Anne's. Moe's. McAlister's and Schlotzsky's since November 2013. Rich became our Vice President, Supply Chain in April 2002.

Rich has hold a similar position for Moe's sinco August 2007 and for Cinnabon since November 2004. Rich serves in his present capacities in Atlanta, Georgia.

EASTVI8111104.1 FDD Pace 17

Carvel Franchise Disclosure Document 4.1.2014 From Mav 2012 to November 2013. Barrv was President of SUDDIV Chain Management Inc. in New Smyrna Beach. Florida. From July 1996 to Mav 2012. Barrv was Chief SUDDIV Chain Officer for Garden Restaurants Inc. in Orlando. Florida. Barrv serves in his present capacities in Atlanta. Georgia.

ITEM 3

LITIGATION

Other than the actions described below, no litigation must be disclosed in this Item.

Concluded Matters Against Persons Identified in Item 2 of this Disclosure Document:

The following case is included because it named Steve Romaniello, a member of our Board of Directors:

Best Franchising, Inc. and Hawthorn Suites Franchising. Inc. ("Franchisors") v. Terry P. Wvnia, Jean K. Wvnia. et al. ("Wvnia") v. Best Franchising. Inc., Hawthorn Suites Franchising, Inc., U.S. Franchise Systems. Inc., Microtel Inns and Suites Franchising. Inc., Mike Leven, Steve Romaniello and Mike Muir, U.S. District Court, Eastern District of Washington; (Civil Action File No. CS-02-0175-EFS), originally filed on February 16, 2001. Franchisors made claims against Wynia, most of whom were former franchisees of Franchisors, alleging monies due under the franchise agreements between them, which claims totaled in excess of $10 million dollars. Wynia asserted counterclaims alleging that Franchisors breached various terms of their franchise agreements, committed fraud with respect to their franchise agreements, violated the Franchise Investment Protection Act and Consumer Protection Act of the State of Washington, and breached a letter agreement with Wynia, which counterclaims totaled in excess of $30 million dollars. On January 4, 2002, Wynia filed a complaint against the Franchisors, U.S. Franchise Systems, Inc., Mike Leven, Steve Romaniello and Mike Muir (CS-011-FVS; U.S. District Court, Eastern District of Washington), seeking rescission of a number of franchise agreements between the parties, restitution, damages and penalties for violations of the Franchise Investment Protection Act and Consumer Protection Act in the State of Washington and for material breaches by some of the defendants of other agreements. As a result of Court Orders in February and March 2004, several of Wynia's claims were dismissed including the claim of a violation of the Consumer Protection Act. As a result of those rulings, Wynia's claim was limited to a claim that Franchisors breached the parties written license agreements by not delivering a hotel system as defined in the written franchise agreements and for selected violations of the Franchise Investment Protection Act. On or about August 3, 2004, Wynia entered into a settlement and release agreement with Steve Romaniello and the other individuals for the purpose of voluntarily dismissing with prejudice all claims Wynia had against these individuals. No monies were paid for these dismissals and none of the parties admitted any liability or fault. This case was eventually fully settled and dismissed when Wynia and the corporate defendants reached an agreement by which the parties dismissed all claims between them and the corporate defendants agreed collectively to pay $3,900,000 to Wynia. None of the parties admitted any liability or fault to one another.

Concluded Actions

JMW Enterprises v. Carvel Corporation Arbitration before JAMS EASTV18111104.1

Carvel FranchiRR Disdosure Dnmment 4 1.2014 Case No. 1210027948 Filed 6/1/09

JMW, a current Carvel franchisee, filed a Demand for Arbitration against us that included claims for declaratory relief, damages of $750,000 for breach of contract, breach of the implied covenant of good faith and fair dealing, and fraud, for attorneys' fees and punitive damages and for rescission of its franchise agreement with us. JMW alleged that when JMW purchased its franchise in September 2005, we failed to adequately investigate the viability of the Carvel brand in the California market, we misrepresented our plans for future advertising in California, the potential profitability of the store, the amount of working capital required during the start-up phase of the store, the need for the owner's involvement in the operation of a store, and that we failed to disclose that we would require a general release if we ever waived any amounts that JMW owed to us in exchange for enhanced services from us. JMW also claimed damages resulting from our alleged failure to control a nearby franchisee's alleged behavior. Without admitting any liability, we settled this case in April 2010 with our payment to JMW of $150,000 and JMW's agreement to remain a franchisee.

Carvel Corporation v. James Baker, et al. United States District Court, District of Connecticut Civil Action No. 3:94 CV 1882 Filed 11/8/94 We filed this action against a number of franchisees representing 41 Carvel Shoppes for a declaration that we and our franchisees may lawfully distribute, at wholesale, Carvel products in supermarkets, convenience stores and other retail outlets. On July 22, 1997, our motion for summary judgment was granted in part and denied in part. The claims were severed for separate trials for each franchisee. We settled with 34 claimants during the August 2001 through December 2001 time frame and paid a total of $1,657,500 to the defendants. We tried 3 claims that resulted in jury verdicts for the plaintiffs (Noonan, Giampapa and Marsella) totaling $737,000. In October 2002, we appealed the 3 jury verdicts. Two of the appeal issues were certified to the New York Court of Appeals, which decided these issues in our favor. We then settled each of these 3 cases, paying $225,000 to Noonan, $150,000 to Giampapa and $200,000 to Marsella. John W. Lynch, ot al. v. Carvol Corporation Connecticut Superior Court, Hartford, Connecticut CV 99 05877815 Filed 3/5/99 The only remaining plaintiff (Casavante), a former Carvel franchisee, was a former plaintiff in the 8after suit described above. His participation in the Baker suit was dismissed for lack of diversity jurisdiction.—He then filed this suit alleging broach of contract in connection with our sales of cakes in supermarkets, alleged misuse of advertising funds and various quality and quantity issues relating to the Carvel ice cream mix.—Casavante sought compensatory and spocial damages in an unspecified amount. Wo filod an answer in Juno 1999 denying liability. This case was in the discovery phase in May 2003 when we settled this case with our payment to Casavante of $99,000. This action has now been dismissed.

Carvel Corporation v. DePaola Connecticut Superior Court, New Britain, Connecticut Case No. CV 00 05054435 Filod 11/16/00 Wo filod this action against former franchisees after they convortod their franchised Carvel Shoppes into indopondent ice croom stores. Wo sought to enforce tho non compete provisions

-40- EASTVI8111104.1 FDD Page 19

Carvel Franchise Disdosure Document 4.1.2014 of the parties' franchise agreements and to protect our trademark rights. On April 24, 2001, the court granted our motion for a preliminary injunction closing both of DePaola's Shoppes. DePaola filed counterclaims on January 8, 2001, seeking undetermined damages as a result of our sales in supermarkets, our alleged misuse of advertising funds, and various quality and quantity issues rolatod to the Carvel ice cream mix. On August 20, 2002, this case was settled by tho oxohange of mutual releases only and no monies paid by either side.

^ EASTV1811110/1.1 FDD Page 20

Carvel Franchise Disdosure Document 4 1 2014 ITEM 4

BANKRUPTCY

On March 5, 2007, Daniel J. Pawlak and his wife filed a voluntary petition under Chapter 7 of the U.S. Bankruptcy Code. Mr. and Mrs. Pawlak's debts were discharged on June 14, 2007. (U.S. Bankruptcy Court, Northern District of Georgia, Case No. 0763736). Mr. Pawlak is our Vice President, Non-Traditional Development.

Due to the recent financial crisis in the United States mortgage markets in or about 2008. numerous mortgage companies filed for bankruptcy. On November 5, 2008, our affiliate, Ace Holding Company, LLC and its subsidiaries, Ace Mortgage Funding, LLC, Ace Imaging, LLC and Archer Land Title, LLC (collectively, the-"Ace Companies"), each filed separate petitions for liquidation under Chapter 7 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. {In re Ace Mortgage Funding, LLC^-WrSr Bankruptcy Court for the District of Dolaware.fCase No. 08-12645-CSS), (In re Ace Holding Company, LLC, U.S. Bankruptcy Court for the District of Delaware. (Case No. 08-12642-CSS), {In re Ace Imaging, LLC. U.S. Bankruptcy Court for the District of Delaware. (Case No. 08-12644-CSSM mdjn re Archer Land Title, LLC^U^-Bankruptcv Court for tho District of Delawafe? (Case No. 08-12643- CSS). Those cases are pending. The Ace Companies neitbefhave not engaged in business with us or our franchise system, nor did-thehaye they offered franchises. The Ace Companies rnnHnrt -^ny pnrt nf thpir hur.inor.r. nntivitinr, in thn field of franohicinoare Our affiliates solely as a result of common ownership.

As a result of the continued precipitous downturn in the residential housing market in New England and the deepening economic crisis within the U.S. economy, on March 3, 2008, ewf affiliate Wood Structures, Inc. and its subsidiary, Wood Assonet Corporation (collectively, "Wood Structures"), each filed separate petitions for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code^-{ In re Wood Structures. Inc.. U.S.in the United States Bankruptcy Court for the District of Maine^ In re Wood Structures. Inc. (Case No. 09-20245) and (In re Wood Assonet Corporation, U.S. District Court for tho District of Maine, (Case No. 09-20246). On April 7, 2009, pursuant to an order of the Bankruptcy Court, the Chapter 11 proceeding was converted to a Chapter 7 liouidation case. The case was closed on January 28. 2014 with the liouidation of Wood Structures manufactured trusses and distributed wood products for the rftf.idfintial hnusing market in New England.. Prior to liouidation. Wood Structures neitherhad not engaged in business with us or our franchise system^ nor dWhad it offered franchises. Wood Structures nnnHnnt nny pnrt nf thnir hnr.inor.r. nntivitinr. in tho field of franohisinowas our affiliate solely as a result of common ownership.

Other than these actions, no bankruptcy information is required to be disclosed in this Item.

^ EASTV18111104.1 FDD Page 21

Carvel Franchise Disdosure Document 4.1.2014 ITEM^

IN^ALFEES lo^Fraoch^eFees

you signaFraoobise Agreement foraFu^ Shoppy you pay an $30,000 when you sign your Franohise Agreement ^ When you sign a Franchise Agreementw^an^an FxoressAddendumforaOuo^OoneMenuan Express Shoooe vou pay an initial Franohise Fee of $2,500 when you sign your Franchise Agreement and Express Addendum.—^500 Whenyousiona Franchise Agreement withananda Fios^dExpress Addendum tuii menu, you pay an initial Franchise Feeot$7,500Dwben^ltyou signye^ Franchise Agreement and Express Addendum a^lt you signaFranchise Agreement and you do not hayealocation for your Shoppe that is accepted byus^Accepted Locations,your Franchise Agreement will identifyatrade area that we negotiate with you in which you must locate an Accepted Location.

Wereseryetherighttoofterto waiyethe Initial FranchiseFee, orreduceit, undercertain circumstances We may also abate all oraportion of the Initial Franchise Fee as an economic incentive forafranchisee to openacertain location,with the determination made onacaseby case review of all relevant economic factors We will make the decision on the amount of any waiver or reduction based on tbe condition of the premises and any special incentives that we may consider appropriate. We also may offer to waive or reduce the Initial Franchise Fee, for the following reasons,including: (i^as an inducement for existing operators to open additional Shoppes,(ii)asaninducementforsomeonetoreopenaclosedSboppe^iii) as an inducement for someone to take over an operating franchised Shoppe; (iv) as an inducement for a professional multi-unit operator to open several Shoppes;or(v) to allowafranchisee to have additional money to spend on store improvements and marketing during the first 12 months of operation. The amount of any waiver or reduction will be made on an individual basis and may depend on the condition of tbe premises, the need for upgrades and remodeling, the need for special incentives and/or other considerations

Purine ^^2013 the Initial Franchise Fee ranoed from ^Oto ^2^0030 000

In certain rare circumstances, we may permit installment payments of the Initial Franchise Fee on terms negotiated with the franchisee.

We will not refund anv part of the Initial Franchise Fee paid under the Franchise Agreement.

Ter^torv Fees and Franchise Fees for Shoppes underaTer^torv Agreement

Upon signing theTerritoryAgreement,youmust pay usaterritory fee ^Territory Fee^ The Territory Fee will be an amount that we negotiate witb you based on your business experience, your financial ability to develop Shoppes, the size of tbe Designated Area, the market demand for developing in tbe Designated Area, your experience with tbe System or restaurants similar to the Shoppes, the number of Shoppes you commit to developing, the timeframe you propose for developing Shoppes, and any other factors we consider to supportyour ability to develop Shoppes. Forcalendar year 2^42^04^, we entered into twe^^ (^Territory Agreements Durino2012 Aoreement and the Territory Fee ranood from ^5 000 to ^3 000was ^500 The

^ FAST^3111104B1 FOOFaoe22

Cary^F^^5eO^do^eOo^m^412014 Tomtom Fee deemed and nenrefunda^eregardlessof whether you enter into Franchise Agreements for the Shoppes required to he For each ot the Shoppes opened under theTerritory Agreement,you must pay us an initial Franchise Fee tor the Shopped which wiii be due at the time you sign the Franchise Agreement torthat Shoppe The amount ot the initial Franchise Fee tor each Shoppe to be opened under theTerritory Agreementwiii be set forth in tbeTerritory Agreement.

Before entering into theTerritoryAgreement,we review andconsuit witb you concerning tbe proposed geographic areas tbat wiii comprise tbe Designated Area. We wiii then determine and specify the reguirednumber of Shoppes that youmustopenundertbeTerritoryAgreement Aiso, theOeveiopmentScbeduiewiii contain tbereguired number of Shoppes and tbe time frames in which eachShoppemust be opened. We wiii specify tbeOeveiopment Schedule before you sign tbeTerritory Agreement Tbe factors that influence tbe minimum number of required Shoppes include projected market demand, tbe size of the Designated Area, economic and demographic factors in tbe Designated Area, your financial and other capabilities, and tbe duration oftheTerritory Agreement.

FDS System

For ^4^^^, we have designated MICROS as our preferred provider for our designated FOS Sv^m which i^ on MICROS e7 platform Full Sboooes and FxoressSboooes will be reouired to use this desionatedROS System: Hosted Express locations mav use anotber.approvedFOS System upon request to us and on our approval. The authorized selling agent for MICROS is ROSSolutionsCroup,adivision of Auntie Anne's,Inc. We estimate tbat your cost to purchase adesignatedROS System currently ranges from $3,100 for one register to $6,200 for two registers (tbeinitialcostestimateincludes software support and maintenance andbardware maintenancefortbefirst vear^: subseouent support is vour responsibility) Reporting and software support are covered under ^ollinoSeryiceRecurrino Fee" not to exceed ^100 per month as described in ltem6ROS Solutions Crouo reouires payment attimeot order bv either credit card or electronic funds transfer (FFT^

Except as disclosed above, you do not pay any other fees or payments directly to us for services or goods before your Shoppe opens.

^ EASTV18111104.1 FDD Page 23

CarvRl Franchise Disclosure Document 4.1.2014 ITEM 6

OTHER FEES

Type of Fee1 Amount Date Due Remarks Continuing Ro For Full Shoppes_aad. At delivery to you of For Full Shoppes and Express Shoppes, we yalty2 Express Shoppes. Carvel Mix increase the royalty rate on January 1 of each year $g^gZ25_per liquid by same percentage increase in the Consumer Price gallon of Mix you Index ("CPI") during the prior year ending October purchase2 31. For Mosled Express Shoppes, we increase the Hosted Express amount of the Mix price on January 1 of each year Shoppes will not pay by same percentage increase in the Consumer Price a Continuing Royalty Index ("CPI") during the prior year ending October but Hosted Express 31. Shoppes purchase Carvel Mix at our then-current price for Hosted Express Shoppes. The Mix price for Hosted Express Shoppes is higher than the Mix price charged to Full Shonnes and Express Shoppes which higher price includes additional revenue for us (e.g. royalties). Advertising For Full Shoppes and Monthly on invoiceAL We increase the advertising contribution on January Contribution Express Shoppes, delivery to you of 1 of each year by the same percentage increase in currently S4-051 98 Carvel Mix the CPI during the prior year ending October 31. We per liquid gallon of may also increase the advertising contribution from Mix you purchase but time to time but we will not increase the advertising this amount may contribution in excess of 5% in any given 12-month increase (this fee period (provideprovided these increases will be in does not apply to addition to increases based on the CPI as discussed Hosted Express in the previous sentence). Shoppes).

-24 EASTV181111CM.1 FDD Page 24

Carvel Franchise Disclosure Document 4.1.2014 Type of Fee1 Amount Date Due Remarks Advertising For Full Shoppes and Payable on or before See Item 11 for description of Cooperatives. All Cooperative Express Shoppes, we Friday of each week members of a Cooperative (whether a franchisee- Contribution may collect not more on the Net Sales for owned, company-owned or affiliate-owned Shoppe) than 2.0% of Net the previous week (or have equal voting rights on matters brought before Sales (this fee does on any other basis the Cooperative for a vote, including matters relating not apply to Hosted stated in the Manuals to the amount of the required Advertising Express Shoppes). or in our written Cooperative Contribution. notice to you) "Net Sales" means all revenues generated by your Shoppe conducted on, from or with respect to the Shoppe, whether the sales are evidenced by cash, check, credit, charge, account, barter or exchange. Net Sales includes monies, gift card redemptions, or credit received from the sale of food, beverages, and merchandise, from tangible property of every kind and nature, promotional or otherwise, and for services performed from or at the Shoppe, including off-premises services such as catering and delivery, or on-premises activities such as games (e.g.. slot machinesV third-party arivprtisinq fl on menus! or other activities that use either the Carvel brand, the System, Proprietary Marks or products that are the same or similar to the Products. Net Sales do not include the initial sales or reloading of gift cards, coupon discounts, the sale of food or merchandise for which refunds have been made in good faith to customers, the discounted portion of employee meals, the sale of equipment used in the operation of the Shoppe, nor will it include sales, meals, use or excise tax imposed by a governmental authority directly on sales and collected from customers; provided that the amount for the tax is added to the selling price or absorbed therein, and is actually paid by you to a governmental authority.

Local EachFor Full Each calendar You will determine the amount of funds you spend Advertising, Shoppes and Express quarter for individual local market advertising, subject to the Marketing and Shonnes each minimum. Amounts you contribute to a Cooperative Promotion calendar quarter, you for your Shoppe will be credited toward your Expenditure must spend on local required Local Advertising, Marketing and Promotion market advertising a Expenditure. reasonable amount you determine, but not less than 2% of Net Sales each quarter and for the first 12 months of operation, not less than $15,000^£QL Hosted Express Shoppes, you must spend on local market advertising for the first 12 months of operation not less than $2.000.

-as- EASTVI8111104.1 FDD Page 25

Carvel Franchise Disclosure Document 4 1 7014 T^ot^ Amount OateOue Remarks Prom^ioos Costs to purchase, As incurred Yoo^partio^e^yourowncost^p^m^o^ lease and install aii p^^ms^wee^ab^and^epromotioo^ materials necessary prog^ms^beapp^^e to the System asa tor promotional whole ortospeo^oadvertisiog market areas campaigns, including counter cards, posters, banners, signs, photographs, give away items and gitt cards We may charge you our costs plusareasonahle administrative tee

Credit Card Equipment costs and As incurred; payable We do hot ourrehtly require that you useaspeo^o Fees set up tees estimated tousorthirdparty credit oardprooessicgoompahy^but may require to be up to ^700 per vendor that you do so ih the future We also may require terminal Transaction that you purchase certain credit card processing tees estimated to be equipment and that you accept certain payment trom25%to50%of methods^eg,certain credit cards) We do not transaction amounts makeaprotittrom any tees we collect tor credit card Othertees may apply processing but we may charge tor our administrative depending on the costtorthis activity vendor used tor credit card processing Folii^ ^Estimated not to As Incurred You must remitto Carvel or its affiliate that provides Service exceed^OOper the software and hardware support foryour PCS Recurring Fee month System terminals The Polling Service, provided by Carvel or its affiliate, collects sales data from your cash register overnight This fee covers the pre programmed modem, cables, database setup, phone support during installation and testing ofthe polling equipment Oift Card and As incurred As your customers You must purchase and offer gift cards and loyalty Loyalty Card purchase gitt card cards ^and related equipment) from our designated Transactions trom you gift card and loyalty card vendors You must remit to P3RI, our affiliate that processes gift card transactions, ortoFORI^s designated third party processor,the proceeds from your sales of gift cards Whenagift card is redeemed,P8Ri or P^RI^s designated thirdpartyprocessorwill pay to the redeeming franchisee the amount ofthe purchase F8Ri may charge for its administrative costs forthis activity Note that loyalty cards are not currently offered, but will become mandatory if offered in the future EFTNSFFee Curoutotpocket Cn invoice Ifwe draft money from your account under our costs and an electronic funds transfer ^EFT) or draft system, and administrative tee thereareinsufficientfunds^NSP^ to coverthe draft, we will charge you the return costs charged by our bank and an administrative fee to cover our costs of addressing the nonpayment This fee is in addition to interest on the amount due

^ EAST^^mO^BI ^OPaq^

Carvel Franchise Oisclosure Oocoment4Bi 20^ Type of Fee1 Amount Date Due Remarks Replacement Up to $500 per Before attendance at You pay this fee only if you hire additional managers Manager trainee training after your Shoppe opens. Initial Training Fee On-Site $50 per hour plus On invoice You can request on-site training and assistance at Training and trainers' expenses any time. We have no obligation to provide on-site Assistance (this fee does not training or assistance. apply to Express Shoppes) Consulting $500 per day (this fee On invoice We may offer you consultation services beyond the Fee does not apply to field support services under the Franchise Express Shoppes) Agreement, and if you accept them, we can charge you a consulting fee. Training Our out-of-pocket On invoice If you fail to cancel scheduled training at least 14 Cancellation costs days prior to such training, we may charge you all Fee actual costs incurred by the trainers in traveling to your Shoppe, such as the cost of travel, accommodations, meals, and employee wages and benefits. In addition, we may charge you the On- Site Training and Assistance Fee for those days our trainers were scheduled to be at your Shoppe. Non- Varies On invoice You must buy the Non-Proprietary Products and Proprietary Proprietary Products from us or suppliers and/or and distributors that we designate or approve. See Item Proprietary 8. Products Adulteration, Our expenses, On invoice If we inspect your Shoppe and find a violation, and Dilution or including attorneys' we find the same violation at another inspection Failure of fees, and inspection within one year, then you must pay the inspection Sanitation fees of up to $5,000 fee and our expenses of correcting the violation, like Inspection per visit travel expenses, cost of product sample analysis, Fee and any attorneys' fees. Interest 1% per month or On invoice or by You must pay us or our affiliates interest on any maximum legal surcharge on your amounts past due to us or our affiliates. interest rate Mix purchases Taxes Our cost On invoice You must pay us all taxes (except our income taxes) we pay for products or services we furnish to you, or on our collection of the Initial Franchise Fee, RoyaltieeRoyaliy, and Advertising Contrihi itionfiContribution from you. Advances Our cost On invoice You must pay us all amounts we advance to third parties for you, if any. Relocation Another initial fee of Before we sign If you relocate to a new site and extend the term Extension Fee $1,000 per year of relocation Franchise based on your new lease, you must pay to extend extension on Term Agreement the term. (this fee does not apply to Express Shoppes)

-27- EAST\48111104.1 FDD Page 2Z

Carvel Franchise Disclosure Document 4.1.2014 Type of Fee1 Amount Date Due Remarks Transfer Fee 50% of the then- At transfer closing Fee compensates us for our expenses and work. current Initial See Item 17k for a definition of transfer. Franchise Fee for the type of Shoppe you will operate; if it is a transfer to a related party, 10% ofthe then-current Initial Franchise Fee for the type of Shoppe you will operate

$2,500 for transfers under the Territory Agreement Renewal Fee 10% of the then- Before we sign current Initial renewal Franchise Franchise Fee for the Agreement type of Shoppe you will operate Liquidated The average monthly Within 30 days of You must pay this fee only if the termination occurs Damages amount of Royalty termination of your after the opening date of your Shoppe and you are (Full Shoppes that you owed us Franchise Agreement not insolvent at the time of termination. and Express during the past 36 Shoppes only) months times the lesser of remainder of the term ofthe Franchise Agreement or 36 months. If less than 36 months have passed since opening and termination, the amount will be the average monthly Royalty during the time between opening and termination, times the lesser of remainder of the term of the Franchise Agreement or 36 months.

-23- EASTV18111104.1 FDD Page 28

Carvel Franchise Disclosure Document 4.1.2014 Type of Fee1 Amount Date Due Remarks Liquidated The average amount Within 30 days of You must pay this fee only if the termination occurs Damages you paid per month to termination of your after the opening date of your Shoppe and you are (Hosted purchase Mix during Franchise Agreement not insolvent at the time of termination. Express the past 36 months Shoppes only) times the lesser of remainder of the term ofthe Franchise Agreement or 36 months. If less than 36 months have passed since opening and termination, the amount will be the average amount you paid per month to purchase Mix during the time between opening and termination, times the lesser of remainder of the term of the Franchise Agreement or 36 months. Appraiser's 50% of appraiser's On invoice You must pay this fee only ifwe elect to purchase Fee fee (this fee does not your assets on termination or expiration of the apply to Express Franchise Agreement and we cannot agree with you Shoppes) on the purchase price. Indemnificatio Our cost On invoice You indemnify us from certain losses and expenses n of us under the Franchise Agreement. Attorneys' Our cost On invoice Ifwe become a party to a proceeding concerning an Fees agreement between us and you, and we win, or if we become a party to litigation or insolvency proceedings regarding your franchise, then you must pay our reasonable attorneys' fees and court costs. If we terminate the Franchise Agreement for your default, you must pay us all our expenses from your default or termination, including reasonable attorneys' and experts' fees. Supplier/ Cost of On invoice If you recommend new suppliers, products and/or Product supplier/product services to us, you must pay us our reasonable Evaluation evaluation process expenses in evaluating, testing, and inspecting the Fee supplier. We estimate that the typical supplier/product evaluation process cost would be approximately $2,500. Reinstatement 10% ofthe amount of Before reinstatement If we terminate your Franchise Agreement due to Fee the then-current Initial your default, you cure the default and want to be Franchise Fee for the reinstated, and we agree to reinstate your Franchise type of Shoppe you Agreement, you must pay us a reinstatement fee. will operate Audit Cost of audit On invoice If we audit you and find that you understated Net Sales by 2% or more, you must reimburse us all reasonable expenses connected to the audit, review or examination (including any reasonable accounting and attorneys' fees).

-29- EASTV18111104.1 FDD Page 29

Carvel Franchise Disclosure Document 4.1.2014 Type of Fee1 Amount Date Due Remarks Late fee for $100 per day On invoice If you fail to submit timely, complete and accurate reports, reports, financial statements and/or tax returns due financial under the Franchise Agreement, you must pay a late statements fee for each day the reports, financial statements and/or tax and/or tax returns is late. returns

1 Unless otherwise stated, we directly impose all the fees in this table, you pay them to us, and we do not refund them. We endeavor to impose these fees uniformly, but reserve the right to make variances in special circumstances. We reserve the right to collect all fees due to us under the Franchise Agreement through EFT. All fees in this table apply to the Franchise Agreement. The fees related to Taxes, Transfer, Indemnification and Attorney's Fees also apply to the Territory Agreement.

2 Carvel currently offers an ACE Program, whereby qualified franchisees may have the opportunity to receive financial benefits and/or other recognition based on the achievement of specific goals related to participation in marketing related activities, quality service control scores, and community involvement. We reserve the right to modify, suspend, or terminate such ACE Program at any time at our sole and exclusive business judgment.

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Carvel Franchise Disclosure Document 4.1.2014 ITEM 7

ESTIMATED INITIAL INVESTMENT

YOUR ESTIMATED INITIAL INVESTMENT: FULL SHOPPE

Amount of Expenditure When To Whom Method of Type of Expenditure Payments Are Payment Will Payment Low High Due Be Made At signing of Initial Franchise Fee $30,000 $30,000 Lump sum Franchise Us Agreement

Real Estate1 seeSee Note see£ae_Note Lump Sum As arranged Lessors 1 1 Leasehold $80,000 $136,000 As incurred As arranged Contractors Improvements

2 STr&SQlO.QQ Architect $7,200 As incurred Before opening Architect Q

3 57,50015.00 Governmental Permits & Licenses $1,500 As incurred Before opening fi Agencies Vendors Signs and Graphics $5,000 $§T3O0£L5QQ Lump sum Before opening Equipment, Millwork, $127,4501^ Furniture, Fixtures $94,000 As incurred Before opening Vendors and Point-of-Sale 0-000 System Molds and $4,000 $8,500 Lump sum Before opening Vendors Smallwares Package Subtotal: Capital $221,700 $323,30032 Investment 9000 Our designated suppliers Opening Inventory^ $7.6257.600 As incurred Before opening $Z^25L600 and/or distributors Airlines, hotels Training Expenses £4-^501,700. S2vOG03.000 As incurred Before opening and restaurants Utility Security Deposits $1,500 $6,000 As incurred Before opening companies; lessors Per lease or utility Insurance Business Insurance" $1,000 $2,500 Lump sum company's companies requirements Additional Funds Employees, $10,800 $18,12518+0 As incurred As incurred (3 months) m vendors, etc. Grand Opening $5,000 $5,000 As incurred As incurred Vendors Advertising6 Subtotal: Opening $27,6752Li $41,26042*1 Expenses 00 00 (excluding real estate) Total Initial $248,37524 $364^5030 7 Investment M00 1,100 -34- EAST\48111104.1 FDD Page 31

Carvel Franchise Disclosure Document 4.1.2014 "33" EASTV18111104.1 FDD Page 32

Carvel Franchise Disclosure Document 4.1.2014 _w 0) w in w e s » Q) yj Is O "oD " oD "D C C (cD (D 0) III 3 ™ W 111 II > > > L X,J 3 a» II o I 1

cn cuiu ; n 1 UlU ; uiu ; O) o E E s i E ? i < & 1 1 I I I 2 2 0) it I I I 2? g I o o 2 2 % %° % V. #11 £ 2 S? CO CD m I I: ! ii 1 1 1 (/) !i i i i

O iLU i a Of n q in # % o ai ai ai ^ ::> o c: < 4 (A 5 c! U (L = W Q c> i LU si ai * El o o S -$ <> w % 1 = ! 4 .i: §: () i: l: II | fto o s Q. 1 = T CD 0) ? V) 6 5 s ! *--U- o c c 0) u * E (D CO I CD •s I i g E I >. ^ gi c ! 1* < CO s I It IIu s. C O s Amount of Expenditure When To Whom Method of Type of Expenditure Payments Payment Will Payment Low High Are Due Be Made

Per lease or utility Insurance 5 $0 $1,550 Lump sum Business Insurance company's companies requirements $11,96612^ Additional Funds $0 Employees, As incurred As incurred (3 months) 00 vendors, etc.

Grand Opening $470005,000 $5,000 As incurred As incurred Vendors Advertising6 $344$03M Subtotal: Opening $34007^00 Expenses 00 ^excluding real estate)

$24?1003ZJ. $71,6601m Total Initial Investment7 00 m

-34- EAST\^8111104.1 FDD Page M

Carvel Franchise Disdosure Document 4 1 2014 YOUR ESTIMATED INITIAL INVESTMENT: HOSTED EXPRESS SHOPPE IN A NEW CINNABON BAKERY

These figures (+)-do not include the cost of tho Cinnabon Bakery that will be the(i) anv Host Facility and (ii) assumes the Express Shoppo is being conotructod simultaneously with the Cinnabon Bakerythat you may operate in the same space or (in any other surrounding facility.

Amount of Expenditure When To Whom Method of Type of Expenditure Payments Payment Will High Payment Low ^.AreDue.^ # Made_ ^ 4*MM*M«*# #t3MK*9BBM S^rSOO? 500 $7,500 As incurred Initial Franchise Fee Before opening Us

seeSee eeeSee Lump sum Real Estate1 Before opening Lessors Motel Note 1

Leasehold $5,000 As incurred $275001 000 Before opening Contractors Improvements

2 $0 $0 Lump sum Architect Before opening Architect

3 $0 As incurred Governmental $0 Before opening Permits &. Licenses Agencies S2.50Q1.20Q $3,500 Lump sum Signs and Graphics Before opening Vendors

Equipment, Millwork, $18,00011, $22,00025. As incurred Furniture, Fixtures Before opening Vendors and Point-of-Sale 000 000 System Molds and $400000 $4001 000 Lump sum Before opening Vendors Smallwares Package $25,8Q0?7 $38,4004? Subtotal: - Capital Investment 300 000

Our designated

4 $0500 $01 500 As incurred Before opening suppliers Opening Inventory and/or distributors $0 $03 000 As incurred Before opening Airlines, hotels Training Expenses and restaurants Utility $0 $0 As incurred Before opening Security Deposit companies; lessors Per lease or .

5 $0 $0500 Lump sum utility Insurance Business Insurance company's companies requirements Additional Funds $0 $01,500 As incurred As incurred Employees, (3 months) vendors, etc.

-35- EASTVt8111104,1 FDD Page 35

Carvel Franchise Disclosure Document 412014 Amount of Expenditure When To Whom Method of Type of Expenditure Payments Payment Will LOW High Payment Are Due Be Made

Grand Opening $4^003,000 $4iO0OMm As incurred As incurred Vendors Advertising6 Subtotal:: swoo&aoa $47000^500 Opening Expenses $2^00030, $3»f400gl (excluding real estate) Totaj Initial 8 Investmeht aim 500

YOUR ESTIMATED INITIAL INVESTMENT: EXPRESS SHOPPE IN A NEW SCHLOTZSKY'l

These figures (i) do not include the cost of the Schlotzsky's Restaurant that will be the Host Facility and (ii) assumes the Express Shoppo is being constructod simultanoously with the Schlotzsky's Restaurant.

Method When- To Whom Typeof Amount of Expenditure et- Payment Will Expenditure P«l wrttrtrtf Low Wigb I CI f 1111-r IIL Aro Duo Bo Made Initial Franohise As- Before $2,500 $2,500 We Fee incurred opening Lump Before Real Estate4 soo Note 1 Lessors opening Leasehold Afr- Before $3,000 $3,000 Contractors ImprovementB incurred opening

A mkllrt/tf^ Lump Before f\ I \Jl lll(_rUL $0. Architect $0 opening Permits & As- Before Govern mental $0 $0 Licenses^ incurred opening Agencies Signs and Lump Before $2,000 $6,000 Vendors Graphics opening Equipment, Millwork, Furniture, As- Before- $22,000 $22,000 Vendors Fixtures and Point- incurred opening of Sale System Molds and Lump Before Smallwares $1,434 $1,434 Vondorc swm opening Package Subtotal: Capital $30,934 $34,931 Investment ,

4& EASTV18111104.1 FDD Page M

Carvel Franchise Disclosure Document 4.1.2014 Method To Whom Typo of Amount of Expenditure ot- Payment Will Expondituro Lew High P a \fm A rtt Be Made •' * • v IV1 IX Our designated 4 As- Before Opening Inventory $gQQ $1,500 suppliers and/or incurred opening distributors Ae- Before Airlines, hotels Training Exponsoc $0 $0 incurred opening and restaurants

As- Before umy- Security Deposit incurred opening companios; m lessors Per lease or Business Lump utility Insurance $0 Insurance^ m sum company's companies requirements Additional Funds As- Employoos, $0 $1,500 As incurred (3 months) incurred vendors, etc. Grand Opening AG- $0 As incurred Vendors Advertising6 m incurred Subtotal: Opening $800 $3,020 Expenses Total Initial $31,734 $37,964 investment*

YOUR ESTIMATED INITIAL INVESTMENT: EXPRESS SHOPPE IN A NEW MOE'S SOUTHWEST GRILL RESTAURANT These figures (i) do not include tho cost of the Moe's Southwest Grill (Moe's) Restaurant that will be the Host Facility and (ii) assumes the Express Shoppe is being constructed simultaneously with the Moe's Restaurant.

Method When- To Whom Type of Amount of Expenditure et- Paymonts Payment Will Expenditure 1 Lew High P *i wra r nt Are Due Be Made • ' W I I I WE Initial Franchise As- Before $2,500 Fee $2,500 incurred opening Ue

4 Lump Before Real Estate soo Note 1 see Note 1 Lessors opening Leasehold As- Before $0 $12,000 Contractors incurred opening

2 Lump Before Architect $0 $0 Architect sum opening Permits & Ae- Before Governmental $G $0 Licenses* incurrod opening Agencies

47- EASTVI8111104.1 FDD Page 37

Carvel Franchise Disclosure Document 4 1 2014 Amount of Expondituro Method When To Whom Typo of ©t- Payments Payment Will Expenditure Low High Payment Are Due Be Made Lump Before Signs and $600 $1,500 Vendors Graphics sum opening Equipment, A6- Before Millwork, Furniture, $16,500 $18,000 Vendors Fixtures and Point incurred opening of Sale System Molds and Before Lump Vendors Smallwares $600 $865 opening Package Subtotal: Capital $20,100 $34,855 Our designated 4 As- Before $1,500 Opening Inventory $800 incurred opening suppliers and/or distributors Ae- Before Airlinoo, hotels Training Exponsos $0 $G incurred opening and restaurants

Adr Before wmy- Security Deposit $0 $0 incurred opening companies; lessors Per lease or Business Lump utility Insurance 6 $0 Insurance $0 company's companies roquiromonts Additional Funds As- Employees, $G $1,500 As incurred (3 months) incurred vondorc, etc. Grand Opening As- 6 $0 $0 As incurred Vendors Advertising incurred Subtotal: Opening $800 $8400 Expenses oxoluding real ostato Total Initial $20,900 $37,855

Explanatory Notes:

The above charts are estimates of a franchisee's total initial investment in a Shoppe. The charts should be read in conjunction with the following notes. Your actual investment and expenditures may vary considerably from the estimates shown, depending on many factors including geographical area, sales venue, the amount of space you lease and the capabilities of any particular management and service team.

-88- EASTV18111101.1

CarvRl Franchise Disdosurfi Dnrnment 4.1.2014 ^ Ca^^anch^ees typify le^ menth^ rent payment d^e^y to your lan^o^T^ sizeotthe premies You mustostab^hthoShoppeatyourownexpense. Thisinoludes buying or loa^ngabui^ing or store promises (typioally 4^^^ Shoppe; and 460^ to 500 souareteet tor an Express Sboooe or Hosted Express Sboooe^ building tbe Shoppe out to our speoitioations; purchasing exterior trademarked signs; purchasing or leasing trozen dessert manutacturing and merchandisingequipment, utensiis, related trade fixtures, and furnishings; and purchasing inventory used in the manufacture, preparation, and dispensing of Carvel products. You pay for these items and services. The cost varies for each Shoppe according to the iocatien ^kei.e.. shopping center, free standing iocaticn, suburban, downtown, etc), theamountof equipment, the censtructionor alteration costs, andtheservicesinvolved You generally must provideasecurity deposit to your landlord and you must negotiate the terms under which the security deposit is refundable.

You must select the location for your Shoppe ^e expect you to retain an independent expert to evaluate the proposed site, ^e cannot estimate the cost of this expert, which will depend en such factors as the intended area, expertise, and the extent to which studies or surveys are necessary IfveurvouareooenineaHostedExoressShoooewillbelocatedinaCinnabon Eakery or Schlotzsky's or Moe'sRestaurant,these costs willlikely be incurred in connection with locating and leasing the site for the Cinnabon Bakery or Schlotzsky's or Moes RestaurantHestEacilitv

^You must hire an architect at your own cost to make ^ny necessary changes to our standard equipment layout and specifications feraShoppe The cost of these architectural services will depend on the size and shape of the premises and is generally not refundable.

^Yeu must obtain and pay for all necessary permits,licenses^ and security deposits,including security deposits for utilities and other necessary prepaid expenses. Security deposits may be refundable in certain situations^ but permits and license fees generally are not refundable

^You must purchaseasufficient initial inventory of Proprietai^ Products and l^en^ Products to open the Shoppe recurrently sell some of these Proprietary Products ataprofit to an authorized distributor not affiliated with us, who resells them directly to you ^emay arrangefor manufacturers ofthe Proprietary Products or Non-Proprietary Products to sell directly to our authorized distributors, rather than through us. These purchases are not refundable Seeltem^below

^You must obtain and maintain during the term of your Franchise Agreement, at your expense, a comprehensive business insurance programs including property, liability and workers' compensation insurance. Your obligation to maintain this insurance will not be limited in any way by reason of any insurance that we may maintain, nor will it relieve yeu of your indemnity obligations stated in Section 15.1of your Franchise Agreement. These policies are required to respond enaprimary and noncentributery basis to any insurance carried by us or our affiliates and may not othen^ise limit coverage tor tort liabilities assumed in this contract The types and minimum amounts of insurance coverage currently required are as follows:

(a) Comprehensive General Liability Insurance, including Products ^ Completed Operations coverage with limits net less than $1,000,000 per occurrence and $2,000,000 in the aggregate withamaximum $5,000 deductible per occurrence;

^ ^AST^1111011 FOOP^^O

^^Frao^iseOi^losore 0ooo^^4.1.^014 (b) S^u^^o^e^Cemp^ insuranoe, with limits not less than $500,000;

(o) Automobile Liability insurance withaoomhined tor any owned, hired or non-owned automobile used in the course of your business;

(e) ^ollowForm^ Ombrella^xoess Liability Policy with limits not^ $2,000,000 peroccurrenceand inthe aggregatethat sitsexcess of items(a), (b) (employer's liability insurance only) and (c) above;

(t) Business Property Insurance that extends coverage enareplacement cost basis tor business personal property including electronic equipment, tenant improvements^ bettermentsand businessincomeandextraexpense, with covered causes ot loss as special" or ^ All Risk" with coinsurance conditions not less than 80^o, and turther,it you are inalocation that resides in PEMA Flood ^ones beginning with the letters^er^,ooverage tor Flood; and

(g) Other insurance required by the state or local authority.

Insurance premiums are generally refundable only it you cancel the insurance before expiration of the term of insurance.

It is difficult for us to estimate the costotrequiredinsurance, since the cost varies widely depending on such factors as the size and location of the Shoppe premises, the gross sales actually achieved,the other types of insurance coverage included in the pelicy,and the value of the items insured If veuFvouooerateaFlestedFxoressShoooe is located inaFlost Facility, youmay be able to get theinsurancepolicy tor the Host Facility to extend to the^^^ Express Shoppe for less than the cost of an additional policy

^Youmustspendatleast$5,000feragrandepening advertising program tor each E^^^^ and each Express Shoppe (^Grand Opening Obligation"), however this fee shall not apply if the Shoooeisan ForaHostedExoressShoooeinaSchlotzskv's or Moo's Restaurant. If your Express Shoppe is located inaHostFacility,otherthanaSchletzsky's or Moe's Restaurant, the amount of the Grand OoeninoOblieation will be reduced to ^OOOan amount not to exceed $3,000. These purchases are generally not refundable

^The figures in the above tables include estimated labor, utilities and miscellaneous supp^^^ but do not include rent, real estate costs, royalty and advertising fees, replacement inventory, and packaging, etc. The additional funds required will vary by the area and the relative effectiveness ot you and your staff ^e and our affiliates do not finance your initial invest The availability of financing will depend on such factors as the availability of financing generally^ your creditworthiness, and ether assets you may offer as security. See Item 10 below. ^ comp^ng these estimates^ we re^ed on our ex^ Youshould review thesefigures oaretuiiy with a business advisor before buying a tranohiseD

^Therangeofestimated costs relatestowhen^a^^^Express Shoppe ^being built in cennectienwiththecenstructienofaOinnabon Bakers or Schlotzsky's or Moe'sRestaurant^l^ E^l^^ so thatanumber of the costs already being incurred to build-out and begin operating the Oinnaben Bakery or Schlotzsky's or Moe's Restaurant^lost Facility (e.g., permitting,

^ ^AST^0111101BI FOOP^40

^^F^^Oi^^Ooco^^^O^ insurance, construction of leasehold improvements, equipment, etc.) would often alleviate or reduce many of the costs that would otherwise apply to build out the Hosted Express Shoppe. These figures do not include any of the costs relating to the investment required for the Cinnabon Bakery or Schlotzsky's or Moe's RestaurantHost Facility. If you are building ama Hosted Express Shoppe that will be located in an existing Cinnabon Bakery or Schlotzsky's or Moo's RestaurantHost Facility, you should review the chart above for the standard Express Shoppe that is not located in a new Schlotzsky's or Moo's RestaurantHost Facility.

Except as noted above, the above expenditures are non-refundable.

Territory Fee under Territory Agreement Method When Type of Amount of Expenditure To Whom of Payments Payment Will Expenditure Low High Payment Are Due Be Made At signing of 1 1 Lump Territory Fee Varies Varies Territory Us sum Agreement

Total Initial 1 1 2 Varies Varies Investment

You may have additional or greater expenses starting your business. In particular, the amount of cash reserves you will need will depend on factors such as your management skill, how well you follow the System, your experience and business expertise, economic conditions, the local market for your business, competition and the performance of your business.

You should review this information, including the footnotes, carefully, conduct your own investigation and seek the help of qualified advisors before making any decision about signing a Territory Agreement.

None of these fees or payments are refundable unless otherwise noted below.

Notes:

1 Upon signing the Territory Agreement, you must pay us the Territory Fee. The Territory Fee varies and it will be an amount that we negotiate with you based on your business experience, your financial ability to develop Shoppes, the size of the Designated Territory, the market demand for developing in the Designated Territory, your experience with the System or bakeriesfamlltigi similar to the Shoppes, the number of Shoppes you commit to developing, the timeframe you propose for developing Shoppes, and any other factors we consider to support your ability to develop Shoppes. See Item 5.

2 For each of the Shoppes opened under the Territory Agreement, you must pay us an Initial Franchise Fee for theeach Shoppes which will be due at the time you sign the Franchise Agreement for that Shoppes such Shoppe. See the charts above related to the initial investment for a Shoppe and the initial investment for a Shoppe within a Cinnabon Bakery or Schlotzsky's or Moe's RestaurantHost Facility.

-4A- EASTV18111104.1 FDD Page 41

Carvel Franchise Disclosure Document 4.1.2014 ITEM^

RESTR^ONSONSOUROESOEPROOOCTSANOSER^OES

This item desonhesyourobiigatien to buy or ieaso produots or servioosfrom us or our designees, from suppiiersand^ordistributors weapprove, oraooording tospeoifioations we issue Exoept through an interest in us or our affiiiatesdisoiosed in this ottioers owns any interest ineny suppliers with whomyou mustorarereoommendedtodo business.

Youmust purchase the Proprietary Produots and from us, ortrom suppliers and^or distributors we designate or approve (see itemO) proprietary Produots''include all products, ser^ioes, and equipment that now oomprise, or in the future may comprise,apart of our System and that are proprietary to us including,without limitation,our Mix Currently, we are the only supplierfor the ice cream Mixes that you must purchase ^Non Proprietary Products include all non proprietary toppings, flavorings, other ingredients, components, cones, and other edible items sold as part of the products offered at Carvel Shoppes Additionally,youmustbuyallprinted paper, paperproducts, and plastic products bearing our Proprietary Marks (including, for example, dishes, containers, cartons, bags, napkins, and packaging supplies) from us or suppliers, distributors or manufacturers we authorize, or from another supplier,distributor or manufacturer we approve. Before obtaining anyoftheseitemsfromasupplier, distributor or manufacture other than us or our authorized supplier,distributor or manufacturer,you must obtain our written approval,as described below.

^e will sell or make available to you directly or indirectly through authorized suppliers, distributorsormanufacturers, your entire requirements(or lesser amount we may designate),of the Non proprietary Products, other products, services, and equipment used in the Franchised Business (collectively, the ^Specified Items') and Proprietary Products These purchase requirements may take the formofpurchasingprograms, arrangements and^or contracts we negotiate and^or specify If we sell the Proprietary Products, Non proprietary Products, or any other products, supplies and equipment to you, we will do so at the same price we charge other similarly situated franchisees

^e receive fees andcommissions from certain manufacturers and distributors of Proprietary Products and Non-Proprietary Products for their sales to authorized distributors and to franchisees ^e also may derive revenue from the licensing of the Proprietary Marks to third party manufacturers who in turn sell the products bearing the Proprietary Marks to distributors, who then sellthe productsto ourfranchiseesand to other third parties ^ealso receive revenues asamarkup when we sell items directly to you or to an authorized distributor who then sells the items to you ^eand^or our affiliates have the right to receive payments from any supplier or distributor to youor to other franchisees withinour franchise system and touse these monies without restriction and as we deem appropriate. This includes fees received from vendors that participate in our national accounts program and those vendors that we designate as approved Cur total revenues for the fiscal year ended Oecember 8^^, 20^^a were $1^811,906.11; cur total revenuesfrcm sales of Proprietary Productsand Nonproprietary Products, from sales directly to franchisees, sales directly to authorized distributors or from fees or c^mmi^ir^ received fr^^ anv revenues from the sales by us of products or services to franchisees during ourfiscal year endinoOecember^ 2013 Ourtotal revenues in the form of commissions rebates or other

^ ^ST^81111011 FOOP^42

^^Fr^hi^O^^reO^^t412014 oavme^s from vendor based ooon the Sv^em^ pu^hase of oroduots ^ in franohisees'Shoooes were $6 0^ 0425 841574 or 3^^^^ same period Based on ourohasesoorfranoh^^ year endinoOeoember 202013 $210000 was oonfribufed to the Ad Fundus defined in 11^ in addifionfofbese revenues, some vendors may oonfribufefofbeexpensesof our biennial oonvenfion if we have not designafedasuppiier for any of the Specified Items,we may provide that suob Specified items may be obtained by you from any supplier you select tbat bas been approved by us asapermitted supplier or distributor in accordance witb this Section ^ben approving any permitted supplier, we will exercise our approval of suppliers reasonably, inaccordance witb tbe followingprocedures:(i)youmustsubmitawritten request to us for approval of tbe supplier; (ii) tbe supplier must demonstrate tbat it is able to supply tbe item to you according to our Standards including our standards as to tbe artwork and text on tbe items; (iii) if tbe supplier is to receive access to any of our confidential information, trade secrets or logos, tbe supplier must sign our standard form confidentiality agreement or our standard form license agreement; (iv) tbe supplier pays our tben current, non refundable supplier evaluation fee (wbicb we expect tobeapproximately $2,500 tocoverour reasonable expensesinevaluating tbe proposed supplier);a^(v) tbe supplier must demonstrate tbat it is in good standingin tbe business community witb respect to its financial soundness and tbe reliability of its products or services^ and ^ tbe suoolier must sion all aoreements we reouire our suppliers tosion at tbat time Under tbe Franchise Agreement, we bave tbe rigbtto test, at your expense, tbe product or service of any supplier you propose, ^e will give younotice of our approval or disapproval withinareasonable time, not to exceed 00 days, ifwe revoke approval of any supplier,we will give you written notice (in our Manuals or othervyise)

You must purohasetrademarkedsignsforyourShoppethat meet our specifications and froma vendorthatwe have approved in writing

You may purchase certain fresh products used in tbe Shoppe from any supplier if tbe supplier's products meet our specifications

^ewill provide you withasample layout and specifications for the Carvel Shoppe. You must hire an architect to prepare your plans and make any necessary changes to our standard layout and specifications. Cur acceptance of your architect will not in any way be our endorsement of your architect or render us liable for your architect's performance or your architects'compliance witb professional design standards or adherence to local codes.

Before we approve your final architectural renderings, plans,and specifications foraShoppe, your architect or you must certify to us that the architectural renderings, plans, and specifications comply witb the Americanswith Oisabilities Act(the^AOA^, thearchitectural guidelines under the AOA, and all applicable state and local codes for accessible facilities. Cn completion of construction and before opening, your architect and your general contractor or you must provide us witbacertificate stating that the asbuilt plans comply with the AOA; the architectural guidelines under tbe AOA; all applicable state and local codesfor accessible facilities; and all other applicable federal, state, and local laws, rules, or regular each Shoppe when construction is finished to make sure that it meets all of our standards and requirements

^ EAS^31111041 FOO^oe43

O^^l France 0i5olo^^0oco^^4.1.2014 Youmu^b^a^nsedandi^ Shoppe Our eooeptaooe of your generals your gooorel oonfreotor or render us liehlefor your genera oonfreofor's performance, ^e currency haveeoonfreofor network of approved oonfraofors from whioh you may o^ oonfraoforifyouwish

You must purchase certain items of machinery and equipment, some of whioh are Proprietary Products, from sources we approve. Our approval of your equipment source wiil not in any way he our endorsement of your equipment source or render us iiahie for your equipment source's performance You must purchase certain equipment for the opening of your Shoppe through vendors that we have approved Purchases made directly from other vendors wiii he handled hy each vendor ^e may require you to purchase certain machinery and equipment through designated consolidators, hut we currently do not have designated consolidators If wo appoint designated consolidators, you may request a waiver ofthe requirement that you use our designated oonsoiidators if you can demonstrate that you can suooessfuliy manage the process of ordering andohtainingyour machinery andequipmont—Our grantingof approval forany requested waiverwill net he unreasonahiy withheld

Periodically, we will conduct market research and testing to determine consumer trends and the salahilitv of newfood or non food products, eouioment and services You must participate in any market research proorams or test markotino of new products and services^^ In your Shoppe, and provide us with timely reports and any other relevant information we request^fer themarket research Youmust purchase for your Shoppeareasonahle quantity of the test products,and you must effectively promote and makeareasonahle effort to sell test products You may not purchase licensed Oarvel consumer goods from other channels and sell them in the Shoppe without our express prior written approval recurrently, we estimate that the roouiredvour purchases doscrihed ahove for a Shoppe arefromapproved suppliers fromsuopliers that wedesionate andotherwiseunderour standards will he at 85^ to OO^o ofthe cost to establish the Shoppo and ahout of operatino expensesvourtotal purchases behave established specifications, standards, and criteria for the over 200 product items (^ cups and cones) that a typical Oarvel Shoppe uses ^e makethese specifications and standards available to suppliers who wish tebid for approval ^eapprovethe successful bidders who then sell them to authorized distributors for resale to you or otherwise sell them directly to you. Our specifications, standards, and criteria for packaging material are available to you;however,our specifications,standards,and criteria for food items are not available to you

You mustpurchase our specified computerized POS System or an alternativesystem we approve (see ItemU) For 2042^^, we have designated MICROS as our preferred provider for our designated POSSystem^whichison^MICPOSe^platform Pull Shoppesand Express Shoppes will be required to use this designated POS System; Hosted Express IcoationsShoppes may use another, approved POS System upon request fromCa^e^ Asacondition of purchasing the MICROS cash register, you must execute the Micros End User License Agreement with MicrosSystems, Inc attached as Exhibit O The authorized selling agent for MICROS is POS Solutions Croup ^e estimate that your cost to purchaseadosignatod POS Systemcurrentlyrangesfrom $3,100 for one register to $0,200 for

EAST^111104BI FOOPage^

Ca^lF^c^Oi5^osoreOooom^4BI2014 tworeg^ers^he^oloo ma^teoaooe for the fi^t year, subsequent support is your rosponsibi^. Reporting and software support are covered under polling 5enBiooReournngFoo^nottoexoeed$100per month In 2012ln^^. POS Soiutions Group oo^eoted $3^0^ POS Systems and Po^ng Service fees from the System

You must maintainahigh-speedhroadhandinternet service,such as OSL (digital subscriber iine^orOabieprovided servicethataiiowsyou an unlimited internetconnection, email and online communication abilities as we require You must dedicateahigh-speed broadband or frame reiayconnection for the soiepurposecfsupportingyour computer system, ^emust approve any other technology options, such as satellite, cellular, etc before you order service withaprovider^e may require you to use an Internet service provider we approve ^emay require you to purchase services that meet certain performance criteria ^xamole^ec. uploadBdownload speeds,security,etc.). ^e may be an approved supplier of, and makeaprofit on, Internet service, call center, maintenance, training, installation and other products or services, ^e also may sell to franchisees training materials, supplemental or additional goods and services that are in addition to the initial training and services that we provide to you when you sign your Franchise Agreement ^e may require, recommend or offer that you purchase these materials, goods and services and other materials for use by you cryour employees ^e may makeaprcfit from the sale of these materials,goods and services and other materials we may offer in the future.

^e anticipate tbat tbe total initial cost to you for the Polling and POS Systems and related necessary equipment will bene greater than$10,000per Shoppe for up to^terminals. In addition, there may be license, installation, maintenance and service fees associated with the implementation and maintenance ofthe Polling and POS Systems in your Shoppe

You must accept all major credit cards (Visa, Mastercard, American Express, and Oiscover) for customer purchases This requirement may require that you invest in additional equipment and that you incur fees from the credit card processing vendors that we designate. behave an electronic gift card program and you must participate in this program This program may require that you invest in additional equipment and that you incur fees from the gift card processing vendors that we designate You must remit to the designated provider the proceeds from your sales of gift cards The designated provider will hold these funds, ^henagiftcardis redeemed, the provider will pay to the redeeming franchisee the amount of the purchase from the held funds, ^e will not be obligated to provide to franchisees an accounting of the proceeds and disbursements ofthe gift card program

PERI administers our giftcard program PERI receives anadministraticn fee based on the gross giftcardsalesmade. In 2012, PERI collected$000in revenue from providing^^ Carvel pai^ through the^Fu^^^^ to E^RI^orthep^^^ Oarvel franchisees preserve the right to require you to implement other electronic incentive programs that we deem appropriate to support and promote the System Such programs may include, but not be limited to, an electronic loyalty tracking program, which may require additional service fee paid to such vendors

^ ^AST^1111011 FOOPaoe45 ^^IFrao^i^O^^O^o^n^^^ ^e typify provide you with no metoriai benefits ^^ei.e.. renewei or granting additional franchises) based en your use of designated or approved sources, but the bidding process described above provides us and you with the material benefits inherent in the bidding process.

You must purchase almost ai^^ of your food reiated items from us or our approved distributors or manufacturers Abe^2^ of your total food related purchases (milk and fresh fruit) may be purchased elsewhere.

All advertising and promotion of your Shoppe must conform to our specifications and standards and must be approved by us in advance You must submit to us for our approval copies of all advertising and promotional materials including business cards, signs, displays and mailouts.

You must maintain specific typesofinsurancecoverageasdescribed in meredetail inthe Franchise Agreement and our Manuals, ^e also specify the minimum amounts of insurance coverage you must maintain All insurance policies must name us and others we designate as additional insureds You must provide us with evidence of your insurance coverage before you begin operations at your Shoppe, upon annual renewal of such insurance, or otherwise within 10days of our demand for proof If yeury^^oerateaFI^^ Express Shoppe is located ina Host Facility, the insurance maintained for the Host Facility may satisfy our insurance requirements behave tbe right to approve the Shopped lease,sublease or other rental agreement (the ^ease")andtorequirethattheLeaseincludecertain provisions (listed in Section64of the Franchise Agreement), including our right to the Shoppers site if you lose possession because of your default under the Lease ^e will not approve the Lease ^yeu^^H^^ Express Shoooe is located inaHost Facility and the Lease for the Hosted Express Shoooe will not be required to have provisions required by us Under the Lease terms, no funds are exchanged between us and you or the landlord.

Currently^ we do not currently have any purchasing cooperatives, associations, or programs^ but we reserve the right to form one in thefuture Ifwe deform a purchasing cooperative, association, orprogram^you must(i) becomea member, beforeopening yourSboppe, (ii) remain a member in good standing ofthe purchasing cooperative, association, or program throughout the term of your Franchise Agreement, and (iii) pay all reasonable membership fees assessed by any purchasing association, program, or cooperative ^e may negotiate with vendors (withrespect to factors suchas sales terms andprice terms) for the benefitof any purchasing cooperative, association, or program we establish

Except through ^an interest in us or our affiliates disclosed in this Item 8, none of our officers owns any interest in any suppliers with whom you must or are recommended to do business

^EM9

ERANCH^EE^OBL^A^ONS

Thistle lists your priocip^ob^tio^ It will help you find more detailed ioform^tioo^bootyo^robl^ of this Oisclosure OocumenL

^ ^AS^^mOIBI FOOFa^ ^^IFrao^eOi^^u^Oocom^t4Bi20i4 Section in Section in Section in Express Territory Disclosure Obligation Franchise Agreement Addendum Agreement Document Item a. Site selection and Section 6 Numbers 9, 10 None Items 5, 6, 7,8,11 acquisition/lease and 11 and 12 b. Pre-opening Sections 6, 7 and 8 Numbers 9,10 None Items 5, 7, 8, 11 purchases/leases and 11 and 12 c. Site development and Sections 6, 7 and 8 Numbers 9, 10, None Items 7,8, 11 and other pre-opening 11 and 12 12 requirements d. Initial and ongoing training Section 13 Numbers 15 None Item 11 and 16 e. Opening Sections 1.5, 7.3, 15.3 and Numbers 12 Section 4 and Item 11 Schedule A and 18 Schedule B f. Fees Sections 3.2.B, 4, 6.6.B, Numbers 5, 6, Sections 3, 9.3H, Items 5 and 6 13.2, 15.5, 15.6, 16.1, 11,16. 26, 27, 9.4E and 12.4 19.3,19.4,21.2,21.3, 32 and 33 21.4 and 22.4 g- Compliance with standards Sections 9, 10 and 15.1 Number 17 Section 6.N Items 8, 11, 15, and policies/Operating and 16 Manual h. Trademarks and Sections 1.4 and 11 None Sections 2.1 and 7 Items 13 and 14 proprietary information i. Restrictions on Section 8 None None Items 8 and 16 products/services offered j Warranty and customer None None None None service requirements k. Territorial development and None None Sections 2.1, 4 and Item 12 sales quotas Schedule B 1. Ongoing product/service Sections 8 and 15.13 Number 18 None Items 6 and 8 purchases m. Maintenance, appearance Sections 3.2.A, 7 and 15.8 Number 4 None Item 11 and remodeling requirements n. Insurance Section 16 Number 23 None Item 7

0. Advertising Section 12 Numbers 13 None Items 6 and 11 and 14

P Indemnification Sections 11.3 and 16 Section 11 Item 6 q- Owner's Section 15.9 Number 21 None Item 15 participation/management/ staffing r. Records and reports Section 17 Number 24 Section B E Item 6 s. Inspections and audits Sections 7.3,8.2, 14.2, 15.3, NumbefNiimbe None Item 6 15.4,15.5, 15.6 and 17 £S_12,18 and 19 t. Transfer Section 19 Numbers 25, Section 9 Items 6 and 17 26, 27 and 28 u. Renewal Section 3 Number 3 None Items 6 and 17 v. Post-termination Section 21 Numbers 31 Section 8.4 Item 17 obligations and 32

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Carvel Franchise Disclosure Document 4.1.2Q14 Section in Section in Section in Express Territory Disclosure Obligation Franchise Agreement Addendum Agreement Document Item w. Non-competition covenants Section 18 (See also None Section 10 and Item 17 Schedule B to Franchise Schedule C Agreement) x. Dispute resolution Sections 22 and 25.4 None Sections 12 and Items 6 and 17 15.5 y. Personal Guaranty Schedule C None Schedule D None

ITEM 10

FINANCING

We do not offer financing for trade fixtures, opening inventory, or any other purpose.

We may refer you to leasing or financing companies not affiliated with us. We and our affiliates receive no fees or other financial benefits from any lender for your financing. Currently, we will not guarantee your note, lease, or obligation, for any lender, or any other person or entity. We have engaged an advisor who will provide consulting services to franchisees to assist them with securing financing and we pay the advisor for this assistance to franchisees. We will not be responsible for the consultant's provision of services to you and if you choose to use the consultant, you must sign the consultant's form of agreement. You will not be required to participate in any program that we implement.

We participate in the SBA's Franchise Registry Program, www.franchiseregistry.com. We will modify the Franchise Agreement to permit you to give the SB A or an SBA-approved lender a security interest in the Shoppe.

We may sell, assign, or discount to a third party any note, financing-related contract or other instrument you give to us.

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-Openinq Obligations Franchise Agreement - Before you open your Shoppe, we will:

IL Accept the location you select for your Shoppe (Franchise Agreement, Sections 6.1 and 6.3, and Express Addendum, Number 9).

We consider the following factors in accepting sites: population density and demographics, traffic flow, visibility, parking, access, household income, and local competition, including other Carvel Shoppes. We may provide you with limited advice concerning the negotiation of the terms of the lease. You will be solely responsible for

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Carvel Franchise Disdosure Document 4 1.2014 negO^Onof^e^mSOf^e^ We mUSt ^50 review the lease prior to execution to insure that our mini^^ been met We expect you to retain an independent expert to evaluate the suitability ota proposed site We may help you selectasite, hut we do not warrant or represent that the selected site is suitable We disclaim any responsibility for the suitability of the site If your site is not identified by the time that you sign your Franchise Agreement, you will have 150 daysafter signing theFranchise Agreement to^i) identify andobtainour acceptance of a site and^ (ii) sign any documentation required to document our acceptance of the site,and (iii) obtainafully signed Lease that complies with our lease requirements. Ifweoannotagreewithyou onasiteoryoufailtocompleteallthe requirements discussed in the previous sentence in the 150 day period, we may terminate your Franchise Agreement If we terminate your Franchise Agreement for this reason, we will not refund the Initial Franchise Fee. If you sign multiple Franchise Agreements with us at the same time or signaTerritory Agreement, we may modify the development deadlines to give you additional time to develop the Shoppes developed under those agreements.

We will evaluate any request to (i)co brand an Express Shoppe with another business, ^operate a^a FlostedExoressShoooeina Host Facility, or (iii) change theHcst Facility for ar^a Hosted Express Shoppe. and vou must obtain our consent in connection with your request

^ Provideasamplelayoutandspecificationsforthe Shoppe Our acceptance of your architect will not in any way be our endorsement of your architect or render us liable for vour architect's performance or vourarchitects'architect's compliance with professional design standards or adherence to local codes We inspect each Shoppe when construction is finished to make sure that it meets all of our standards and requirements. See ItemBabove^ (Franchise Agreement, Sections.2)^

^ Make the Non Eroprietary Products and Eroprietai^Eroducts applicable to your Shoppe available to you through independent distributors or manufacturers unless an act of Ood, governmental restriction, labordifficulty, ersimilarevent prevents usfrom doing so^ (Franchise Agreement, Sections 5.1,52and53)^

^ Llsereasonable efforts tofulfill orcause distributors or manufacturers tofulfillyour orders for Non-Proprietary Products and Proprietary Products onatimely basis. Ifwe, our distributors or our manufacturers cannot supply customers (including yourself and other franchisees) with the quantity and type of Non proprietary Products or Proprietary Products that they request, asaresult of the causes described above or other causes beyond our or our suppliers'control, then we will try to allocate tbe available quantities and types ofNon Proprietary Products or Proprietary Productson an equitable basis among businesses selling Oarvel products If you do not receive Non proprietary Products or Proprietary Products from us, our distributors or our manufacturers because of any ofthe above reasons,this will not be our breach ofthe Franchise Agreement, nor will we, our distributors or manufacturers be liable to you forthis^ (Franchise Agreement, Section^lO^

^ Share with you our know-how in operating an ice cream Shoppe and in manufacturing and selling ice cream and other frozen desserts, and grant you electronic access to our

^ ^AS^^1111041 FOOPace^O C^^IFr^oc^ Oi^o^r^ Ooc^^4.1.2014 Standard Operating Procedures Manuals (the "Manuals") containing the information, methods, techniques, and specifications for the operation of a Shoppe. We may provide to you the Manuals and any supplements to the Manuals in hard copy or electronically via diskette, CD ROM, electronic mail, the Internet or other electronic format. See Item 14T below. We will give you an opportunity to view the Manuals before you purchase a franchiser (Franchise Agreement, Sections 9 and 10).

|L Approve or disapprove all signs, posters, and displays in writing before installation or display^ (Franchise Agreement, Sections 7.4 and 12.2).

L Furnish you with any specifications for required products and services? (Franchise Agreement, Section 8.2).

|L Approve or disapprove any advertising, direct mail, identification, and promotional materials and programs you propose- (Franchise Agreement, Section 12.2).

JL We reserve the right, to the fullest extent allowed by applicable law, to establish maximum, minimum, or other pricing requirements with respect to the prices you may charge for Products, including required participation in System-wide discount programs and promotions. Ifwe do not establish such pricing requirements, then you will have the right to determine the prices you charge. (Franchise Agreement, Section 14.4)

Territory Agreement - The Territory Agreement does not require us to provide any assistance or service before you open each Shoppe. However, after we sign the Territory Agreement, we will loan you one copy of the Manuals? (Territory Agreement, Section 3.1).

EASTV18111104.1 FDD Page 50

Carvel Franchise Disclosure Document 4.1 2014 TimetoQ^en We Ornate that the typic^tim^ Sheppeis^te 12 months Faeters attesting this time include attendance at, and set^ cempietien ct, theapplicahietraining programs obtaining the i^ease^ obtaining ail necess^ permits^ completion otconstruction^ anddeiiveryand instaliationot equipment andsuppiies ForaFuli Shoppe, you must^obtain our acceptance ot the Accepted location,submit site plans and architectural plans to us, and obtain a l^ease (which complies with our lease requirements in the Franchise Agreement) within 150 days atter we sign the Franchise Agreement,(ii) begin construction at the Accepted location within 240 days atter we sign the Franchise Agreement, and (iii) open your Shoppe within 300 days atter we sign the Franchise Agreement For an Express Shoppe era Hosted Express Shoppe, you must(i)obtainour acceptance ot the Accepted location, submit site plans and architectural plans to us, and obtain asignedl^ease (that complies with our lease requirements) within 00 days atter we sign the Franchise Agreement,(ii) begin construction at the Accepted location within 00 days atter we sign the Franchise Agreement,and (iii) open your Shoppe within 100 days atter we sign the Franchise Agreement It you sign multiple Franchise Agreements with us at the same time or sign a Territory Agreement, we may modity the development deadlines tor the Shoppes developed under those agreements.

Oblations Atter Opening Franchise Agreement During the operation ot your Shoppe, we will:

Provide assistance and supervision during the initial opening and at the Orand Opening ot the Shoppe.

Make the Non Eroprietar^ Products and Proprietary Products applicable to your type ot Shoppe available to you throughindependent distributors or manutacturers,unless an act ot Ood, governmental restriction, labor ditticulty, or similar event prevents us trom doing so (Franchise Agreement, Sections 0.land 8.2)

Furnish you with any specitications tor required products and services (Franchise Agreement, Section 0.2.A)

Review and approve or disapprove any advertising, direct mail, identitication, and promotional materialsandprogramsyou propose. (FranchiseAgreement, Section 12 2)

Furnish you with those tield support services we consider advisable We may provide theseserviceson site,ott site, by telephone, or through other means Timing will depend on the availability ot our personnel (FranchiseAgreement, Section 143)

See below in this ItemHtorintormation on advertising and computer requirements.

Territory Agreement TheTerritoryAgreementdoesnot require us toprovideanyother assistance or services during the operation otthe Shoppe.

Advertising F^Wehaveestablishedamarketinoan Express Shoooes must contribute to our cost otadvertisinoandoromotions^ the Advertisino

^ ^AST^1111041 FOOF^51

C^^o^Oisclosore 00^^412014 Co^b^onm^by^ Ho^ed Express Shoppesdo not eontr^e to ouroost of edvortising end promotions and these disoiosures related to advertising do not apply to ^o^^ Express Shoppes. See item 6. We oan spendthis money in any mannerweohoosetopromotethe Carvel hrand and products We intend our advertising and promotional activities to further general public recognition and acceptanceoftheEroprietaf^ Marks forthe benefit ofthe Oarvel System We have no obligation to make expenditures that are equivalent or proportionate to your contributions, to ensure that you benefit directly or proportionately from the placement of advertising, or to ensure that any advertising impacts or penetrates your area We need not maintain the advertising contributions you paid or income earned from these advertising contributionsin aseparateaccountfromourother money. Wearenotafiduciary for your advertising contributions, and the aggregate offranchisee advertising contributions is notatrus^ or an ^advertising fund " You are not entitled to an accounting of our expenditures (but we will provideMarylandfranchiseeswith an accounting of our expenditures withinareasonable time after we receive their written request for the a^^ ^ ^ 0583 731609 in advertisino marketino. and oromotional expenses for go andmedia space that benefited the System. Of these expenses, we incurred about 40^for media placement^^^ for marketing general and administrative expenses^^^ for media productions and O^for solicitation of franchise sales Any amounts collected but not spent within the fiscal year are carried over and spent in the next fiscal year Any amounts that we spend on advertising in excess of the amounts then available in the Ad Eund also will be carried overasaloanfrom us to the Ad Eund and will be reimbursed to us in the next fiscal year We intend for the Ad Eund to be perpetual^ however, after all of the Ad Fund contributions have been spentforthe purposes described above, we may terminate the Ad Eund

We will direct all advertising programs and control the creative concepts, materials and media used, media placement, and allocation The advertising contributions may be used to meet all costs of administering, directing, preparing, placing, and paying for national, regional, or advertising. This includes the cost of preparing and conducting television, radio, magazine, and newspaper advertising campaigns, and other public relations activities and the cost of employing advertising agencies, including fees to have print or broadcast advertising placed by an agency and all other advertising agency fees We can spend your advertising contributions for our reasonable administrativecostsand overhead that we incur in activities reasonably related to the administration or direction of advertising andpromotionalprogramsandnew product development and research, including conducting market research^ preparing marketing and advertising materials^ working with public relations firms, advertising agencies, advertising placement services, and creative talents preparing and maintaining, and paying third parties for the preparation and maintenance of, World Wide Web pages and sites^ other activities related to advertising and promotion on the Internet and other public computer networks^ collecting and accounting for franchisee advertising contributions^ and other activities that are directly or indirectly designed to promote the System, its franchisees, andBor increase System sales (including combos, crew incentives, franchisee incentive and^or promotional programs, customised materials (eg, cups), upsell programs, guest response programs, managerBemployeerecognition programs,quality assurance and food safety programs, and mystery shop and shoppers programs).

We currently advertise usingprint, radio, and television advertising, withlocalandregional coverage. We currently employ both an in house advertising department and national or regional advertising agencies. You may develop local advertising materials for your own use, at

^ ^AST^8111104BI FOOFaoe52

O^elF^^eOisdos^Oo^meo^t^O^ your own oo^. Wo must approve thosomatona^boforo you uso thorn There is no advertising oounoii.

AdvertisinoCoooeratives if we estahiish an advertising oooperative, you m Express Shoooe it we establish an advertising oooperative in the designated marketing area where you are iooated, you must partioipate and abide by any rules and prooedures the oooperative adopts and we approve Eaoh ot our marketing areas wilienoompassagroupot tranohiseeslooatedinageographioallydetinediooai,regionalornational marketing area. You wiiioontribute to your respeotive oooperative, but not more than 2^ ot your Net Saies, tbe exaot amount weset. Shoppes weownwiii oontributetotherespeotiveoooperativeintbesame mannerandinthesameamounts as simiiariysituated Shoppes Amounts you oontribute tea oooperative wiii be oredited against monies you are otherwise required to spend on iooai advertising We havethe right to draft your bankaooount tor your advertising oooperative oontribution and to pass those funds on to your oooperative

Tbe EuiiShoooe and Express Shoooefranobisee members are resoonsibie for administration of theirrespeotiveadvertising oooperative, as stated in the by iaws and any payment agreements that may govern tbe oooperative. Tbe by iaws and governing agreements wiii be made avaiiabie for review by tbe oooperative^sfranobisee members Wemayrequireaoooperativeto prepare annual or periodiofinanoiai statements for review At your request,you may obtaina oopy of any annual or periodio tinanoiai statements your oooperative prepares Eaoh oooperative wiii maintain its own funds^ however, we have the right to review the oooperative's finanoes,ifwesoohoose Wemaintaintbe right to approve ail ofaoooperatives marketing programs and advertising materials On 30 days written notioe to affeotedfranohisees, we may terminate or suspendaoooperative's program or operations We may form,ohange,dissolve or merge any advertising oooperative.

l^ooalAdvertisino.Marketino and Promotion

ItyouoperateaFullShoppeorExpressSboope vou must spend eaoh oalendar Quarter on looal market advertisingareasonable amount you determine but not less than 2^ of your Net Saleseaob oalendar quarter ^Required l^ooal Expenditure s You will determine tbe amount of funds you spend for individual looal market advertising, sub^eot to the minimum Required l^ooal Expenditure l^ooaladvertisingexpendituresmustoomply witbourrequirementsin order to oount toward the Required IDooal Expenditure. If you fail to make Required l^ooal Expenditures, we will have the right to spend an amount not to exoeed 2.0^ of the Net Sales of yourSboppe on looal advertising for you, and you must reimburse us for these expenses Amounts you oontribute to an advertising oooperative will be oredited toward the Required l^ooal Expenditure.

Orand Opening Oblioation IfvourShoppewillbeaOarvelEullShoppeoranExpressSboppe vou must spend at least ^5,000 in grand opening advertising promoting the opening ot your Shoppe (the ^Orand Opening Obligations within 30 days before or 00 days after the date you open tbe Shoppe In addition, you also must spend an additional ^15,000 in looal store marketinoforvour Eull Shoooe or Express Shoppe during thefirst 12 months after the opening date Tho Orand Opening Obligation shall not apply if the Shoppo is an Express Shoppo withinaSohlot^sky's or a Moe's Restaurant. If your Express Shoppo is looated in a Host Faoility, othor than a

^ ^AST^1t11041 FOOP^53

Oa^F^^iseOisdo^r^ 00^^^412014 Soh^^soraMoo^^ O^noO^o^on^ soendan add^^^OOO in looal ^o^ma^e^ months aftor tho ooonlnodato^matonalsvoousofo^ and tirstyoarma^oting, and tho madia In whloh you uso thorn, arosoh^^^

ComoutororCashRooistorSvstoms

Youmost provide flnanolal and hoslnossrooordsand Information tousaooording to reporting tormats,methodologles and time sohedules that we establish As part of these reoord keeping requirements, you must install oomputeri^ed store management systems meeting our standa as modified in response to business, operations and marketing oonditions. Youmustpurohasean eleotronio POS System oash register system

ThePOSSystemis an eleotroniooashregister system TheprinoipalfunotionsofthePOS System are to manage permanent finanoialreoords of sales transaotions at your Shoppe,oash oontrol, inventory oontrol, labor soheduling, sales foreoasting and menu and prioeohangeoont^ among other things The types of information that it oolleots and generates are sales levels by item, item menu prioing, produotmovementstatistios, individual unitandoategory salesdata, transaotions ouest oounts.disoounts. various finanoial information to prepare Shoppe reports and time and attendanoe information for employee payroll oaloulations

Tomaintainaoonsistentreportingsystem,you must purohase and useaPolling and POS System speoified by Oarvel See ItemsOand^for the oost of the Polling and POS System Oarvel will require that you purohase or lease hardware meeting Oarvel'sspeoifioations and that is oompatible with the Oarvel's Polling and POS System and that you payamonthly polling fee as desoribed in ItemOofthisOisolosureOooument You must maintain your Polling and POS System and keep it in good repair. Currently all of our programs are provided by our sole preferred provider We will have eleotronio and manual aooess to the information that the POS System generates and there are no oontraotual limitations on our right to aooess this information We have develop with our POS System providers that faoilitate this aooess You must provide any assistanoe we require to bring your system on line with our headquarters system at tbe earliest possible time and inthe manner wepresoribe You mustaoourately, oonsistently andoompletely reoord, struoture,oapture and provide all required information through your oomputeri^ed POS Systems and proteotsuoh information as reouired

The MIOPOS POS System required platform is an integrated solution that oontainsoomponents that reside and operate in the store and oomponents that reside and operate on the Internet Beoauseofthis,you must pay themaintenanoe fees required to operate the entire system. Ongoing annual fees range from ^624 to^,200^ee^tem7for the onooinQ fees paid to us and our affiliates)

We may revise our speoifioationsforthe POS System from time to time Iffor some reason,you do not purohasea^ preferred POS System desoribed above, you must pay all the oosts assooiated with building the interfaoe to get your system to oommunioate with our system, to the extent we determine. You are oontraotually required to make periodio upgrades and updates to the POS System and there are no oontraotual limitations on the frequenoy and oost of this requirement. If we notify you that we have determined to substitute one or more other programs for our then currently designated POS System software program, then you must stop using the old program,

^ ^AST^im^BI FOO^q^

^rv^Fr^i^Oi^o^Oo^^ot4^^ purchase the new program,sign^ meintenenee^pdete agreement with the puhiisher or vendor, and use the new software program We oan require you to add, substitute or aooessories, peripheral equipment, or software, or to repiaoe your entire system. There are no oontraotuai iimitationsonthetrequenoy oroostotyourohiigationtoupgradeand repiaoe hardware and software tor your POS System

Youmustmaintainahighspeed broadband internet service, suoh as OSi^ (digital suhsoriher line) or Oabie provided service, whioh allows you an unlimited internet oonneotion, email and online communication abilities as we require. You must dedicateahigh-speed broadband or frame relay connection for the sole purpose of supporting your computer system We must approve any other technology options, such as satellite, cellular, etc before you order service withaprovider We may require you to use an Internet Service Provider we approve.We may require you to purchase services that meet certain performance criteria (Example^^ upload^download speeds, security, etc.).

Operating Manuals

Oarvel will loan you one copy ofthe Manuals, which detail the specifications, standards, policies, guidelines, procedures, and rulesrelated totheoperationof a Shoppe Per the duration of the Pranchise Agreement, we will grant you electronic access to theManuols or make them available to you by paper or electronically by diskette, OO POM, electronic mail, the Internet or other electronic format The Manuals contain mandatory and suggested specifications, standards and operating procedures The Manuals are confidential, remain our property,and must be kept inaseoure place in the Shoppe. We may revise the Manuals from time to time by posting the revisions electronically or by letter, memorandum, bulletin, videotape, audiotape, diskette, OO POM, electronic mail or by other written or electronic communication, including the Internet. You must abide by all revisions Such revisions, when made, shall be incorporated by reference into the Manuals as if they were present upon the date you signed your Pranchise Agreement. We will give you an opportunity to view the Manuals beforeyoupurchaseafranchise or territory rights if you so request.

Training

Below are the initial training open your Shoppe If we determine that you do not have sufficient restaurant experience, we may require you to complete an internship in an existing Oarvel Shoppe, in addition to the below training program Before opening your Shoppe for business, we will train you (if an individual) and your Shoppe Manager in all aspects of running your Shoppe, including the manufacture and sale of Oarvel products If you are an individual and will act as the full time manager ot your Shoppe or it this will be your first Shoppe, you and at least one other person we designate must attend and successfully complete, to our satisfaction^ Shoppe (the ^InitialTraining Programs. Ifyouarean individual but will not act as the fulltime managerandyou have previouslysuccessfullycompletedourlnitialTraining Program,or if you areacorporation,partnership,limited liability company,or other entity,your Shoppe Managed at least one other of your employees and any other persons we designate must attend and successfully complete, to our satisfaction, our Initial Training Program. You must enroll a qualified replacement in the InitialTrainingProgram for any employee that participated InitialTraining Program who ceases active employment at your Shoppe within 30 days after the

^ ^AST^imOBIBI FOOP8^55

^el^^i^Oi^^Oo^^t^BI^O^ former employee's last day of employment. The replacement employee must attend and complete, to our satisfaction, the next regularly scheduled Initial Training Program. All training attendees must be over the age of 18 years.

You may not attend the Initial Training Program until after your Shoppe is under construction and you have provided us with evidence of your properly signed lease and the insurance required under your Franchise Agreement.

The Carvel Full Shoppe College of Ice Cream Knowledge Training program (operations and FOCUS Brands University based training) lasts for 10 to 15 days in our training facility in Atlanta, Georgia and/or in a regionally approved live training shoppe. The Express Shoppe College of Ice Cream Knowledge Training program (operations based and FOCUS Brands University training) lasts for 3 to 5 days in our training facility in Atlanta, Georgia and/or a regionally approved live training shoooe. The Hosted Express Shoooe training lasts for 2 to 3 days and will take place on-site at vour Hosted Express Shoppe. A detailed schedule for your training program will be mailed to you about 3 weeks before you arrive at training. We conduct the Training Programs about 4 times a year, or more often as needed. These programs will be offered more frequently if necessary. You must successfully complete Carvel College of Ice Cream Knowledge and FOCUS Brands University within 60 days before you open your Shoppe.

FULL SHOPPE TRAINING PROGRAM

On-the-job Classroom Subject Location Hours Hours Products (overall) 60 2 Certified Training / Equipment Shoppe / Carvel College Shift Management 5 1 Certified Training Shoppe / Carvel College Administrative 2 3 Certified Training Shoppe / Carvel College Sanitation/Health 1 1 Certified Training Shoppe / Carvel College POS 1 4 Certified Training Shoppe / Carvel College Marketing / Public 1 2 Certified Training Relations Shoppe / Carvel College FOCUS Brands n/a 18 Corporate Training University Shoppe

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Carvel Franchise Disclosure Document 4.1.2014 EXPRESS SHOPPE TRAINING PROGRAM

On-the-Job Classroom Subject Location Hours Hours Products (overall) 30 2 Certified Training / Equipment Shoppe / Carvel College Shift Management 3 1 Certified Training Shoppe / Carvel College Administrative 1 2 Certified Training Shoppe / Carvel College Sanitation/Health 1 1 Certified Training Shoppe / Carvel College POS 1 4 Certified Training Shoppe / Carvel College Marketing / Public 1 2 Certified Training Relations Shoppe / Carvel College FOCUS Brands n/a 18 Corporate Training University Shoppe

HOSTED EXPRESS SHOPPE TRAINING PROGRAM

On-the-Job Subiect Classroom Location Hours Hours Products (overall) 12-18 On-site / Equipment n/a Shift Manaaement 2 n/a On-site

Administrative 1 n/a On-site Sanitation/Health 1 n/a On-site

POS 1 n/a On-site Marketino / Public n/a On-site Relations 1 FOCUS Brands n/a n/a University n/a

-W- EASTV18111104.1 FDD Paqe5Z

Carvel Franchise Disclosure Document 4,1.2014 The In^Training Program presentment lectures, end instruction in icecream production, pre/post assessments, skills assessments and in-shoppe training.

Currents Scott Nicely, OirectorNonTraditionai^t^^ responsible for conducting Carvel training classes Mr Nicely has 30 years of operations and training experience inthe restaurant/retailindust^andhas worked for Carvel tor^years There are several otherTraining Specialists who also assist with the classes when needed, including approved Carvel franchisees that have achieved certification as a Certified ManagementTrainer Instructors will vary hased on centralized and/or decentralized training format used.

The InitialFranchise Fee includes the cost of the InitialTrainingProgram for you and you^ Shoppe Manager, who must attend the training You must pay all transportation costs, meals, lodging, and other living expenses tor your trainees. We will notpay compensationforany incidental servicesyour trainees perform during training Wecan determinethe length and suh^ect matter of our training programs, and can train any number of individuals from any number of Carvel Shoppes at the same time.

IfyouoryourShoppeManagerfailtosuccessfullycompletethelnitialTraining Program foryour Shoppe,the person who failed can re-enroll in our next scheduled InitialTrainingProgram at no additional charge. We can terminate the Franchise Agreement if the person fails to successfully complete the InitialTrainingProgram again.

At least^operators/managers (this may include you if ypu will act as the full time operator) must become certified through the training program for each Shoppe that you open and operate We will train the^managersthat^will assume primary responsibility for managing the Shoppe and ^ will devote full time and best efforts to the management and operation of the Shoppe. We may permit additional managersof your Shoppeto attend the InitialTraining Program, and, if wedo, you will be responsibleforall expenses we incur in providing the training tothese additional managers. Each personrequired to complete thelnitialTraining Program must attend and successfully complete it, as we determine, before the Shoppe opens for business Suocessfulcompletion of the entire training process will deem the individuala certified manager. Each Shoppethatyou open mustretain^certified managers on staff during the first 00 days of operation Each Shoppe that you operate must maintain at leastlcertified manager after thefirst 00 days of operation and throuohoutthe term of your Franchise Agreement.

Cnceyou haveopened3 Shoppes, you must train Certified Shoppe Managersforall later Shoppes you develops at one of your Shoppes that we have certified asaCertifiedTraining Shoppe ('CTS^. For franchisees that have more than3Shoppes,we recommend the ratio of Shoppes to Certified ManagementTrainers^CMT^ be one for everyOShoppes If you have at least one operating Shoppe that we have designated asaCTS,you may conduct the Carvel College ot Ice Cream Knowledge Program for your employees at that Shoppe withaCMT To be designated as a CTS, a Shoppe must meet certain requirements we set Those requirements currently include: (a) the Shoppe must achieve high operations compliance scores^b)the physical condition of the Shoppe must meet our then current requirements^ and (c) the Shoppe must have at least^Certified Shoppe Managers (caninclude an assistant Manager) CMTs must meet certain requirements we set. Those requirements currently

^ ^AST^imoBIBI FOOF8o^50 O^IFr^^Oi^o^Ooc^ot4BI^4 in^ude: ^they most be Certified Shoppe whioh they work must meet^CTSfeqoirements^i^they^m^ Workshop CMTs must he reoertitied ennuaily Ineddition, iteCMTtransferstromone Shoppe to another Shoppe,the CTS must he reoertified. IfetanytimeeCMTteiistomeetthe then-ourrentoertifioetion requirements,we reserve the right to require r^^ Weaiso reservetherighttoohangethe requirements tor CTSsand CMTsperiodio^iiy inoursoie discretion Any Shoppe Managers you appoint atter the opening ot your Shoppe must attend and suooesstuiiyoompiete our next scheduled appiioahieinitiaiTraining Program You must pay theirtransportation costs, meais, lodging, and other living expenses

Wemay reduceorextendthetraining time itwedetermineadditionaltimeisneoessary to satistactoriiy train you or your Shoppe Manager and othor training attendees Wo are currently revisinoWe are constantly uodatino our ent^traininoorooram and reserve the rioht to extend or reduce applicable required Shoppe training (tor any venue) at our discretion The revise^P^v^^ InitialTraining Program decentralized, in shoppe training at certitied training locations

We also recommend that you attend the opening ot someone else's Carvel Shoppe before you open your own Shoppe We will work with you to facilitate this experience, it requested

We also may periodically make available to you or your employees, additional training programs that we, in our discretion, choose to conduct Attendance at these training programs may be mandatory We reservetherighttochargeateeforthese programs, to cover our costs of presenting the additional training programs You will be responsible for ail expenses that you and yourtrainees incur in attending training,such as the cost oftravel,accommodations, meals, and employee wages and benefits.

You may request on-site training at any time We have no obligation to provide on-site training, and may imposeafee for onsite training.See ItemO

It you tail to cancel any scheduled training without at least 14days'prior notice, or it you are not prepared to successfully participate in any scheduled training, we may charge you all actual costs incurred by the trainers in traveling to your Shoppe, such as the cost of travel, accommodations, meals, and employee wages and benefits. In addition, we may charge you the fees related to such initially scheduled trains Pee) forthose days our trainers were scheduled to be at your Shoppe.

We may periodically conductaconterence,convention, program or trainingsession. We will determine the duration, curriculum, and location of these You (if an individual), your Shoppe Manager(s) and supervisors personnel, must attend each conference, convention, program or trainingsession. Wemaychargeafeetorthesesessionsand^ou must pay all expenses You may also be required, from time to time, to take part in additional training or updates as we designate Additional training may take the form of web^based training modules, webinars, or on-site training

Subject to available class space, you may take refresher courses on request. In addition, your operations may warrant our requiring you to undertake remedial training. Lastly, asaconditicn of renewing your Pranohise Agreement, we may require you to undergo further training. In all of

^ ^AST^im^BI FOOPao^O

Carvel Franchise 0i5do5u^Oocument4BI 2014 these situations, your training program will be conducted at an approved regional training Shoppe, will be tailored to your needs, and will typically last no more than 3 days.

ITEM 12

TERRITORY

Franchise Agreement

The Franchise Agreement does not give you any territorial rights or protections in any geographic area. The Franchise Agreement licenses you to manufacture and sell Carvel products at retail only from a specific Shoppe location that we accept (the "Shoppe Location"). We do not grant you any exclusive territory or other territorial rights under these agreements other than the right to sell Carvel products at retail from the Shoppe. You may only sell Carvel products and services at retail from your Shoppe, and you may not engage in the wholesale sale or distribution of any Carvel product, service, equipment, or other component, or any related product or service, without first obtaining our written consent. You may not sell Products through the Internet or using any channel of distribution other than your Shoppe without first obtaining our written consent. You are not precluded from using a website that (i) is located on our website, (ii) has been approved by us and (iii) complies with the Manuals.

The Franchise Agreement does not give you a right of first refusal or similar rights to acquire additional franchises or establish additional Shoppes.

You will not receive an exclusive territory. * You may face competition from other franchisees, from outlets that we own, or from other channels of distribution or competitive brands that we control.

Relocation of Shoppe

For Full Shoppes, you may request to relocate your Shoppe if the market for your location declines dramatically over the years. If we approve your request to relocate, then you must sign our then-current Franchise Agreement and your present Franchise Agreement will terminate. The new Franchise Agreement you sign will expire on the same date as the expiration date of your new lease and, if that date falls within the term of your present Franchise Agreement, you will not pay another Initial Franchise Fee, and the Continuing Royalty and System Advertising Contribution will remain the same as in your present Franchise Agreement. If the expiration date of your new lease falls after the expiration date of your present Franchise Agreement, then you must pay an Initial Franchise Fee of $1,000 multiplied by the number of years between the expiration date of the present term and the expiration date of the new term; and after the expiration date of your present Franchise Agreement, the Continuing Royalty and System Advertising Contribution will be changed to that stated in our then-current Franchise Agreement.

^ EASTV18111104.1 FDD Page SQ

Carvel Franchise Disdosurfi norumenM 1 2014 Te^orv Agreement

It you signeTerntery Agreement,^ whioh you will open Shoppes under the terms ot Franohise Agree Thesi^eandsoopeot the Designated Area will he oonteined in theTerritory Agreement and will he determ^^ oasehyoasehasis. The taotors that we consider in determining the si^eotaDesignated Area include currentand projected marketdemand, demographicsand population hased on our research and experience,trattic patterns, location ot other Shoppes,thetinancial and other capahilitiesot the developer^and our development plans

The OesignateAreaisnotexclusiveandyouwill not have any territorial rights or protections^ in the Designated Area or (ii) asaresult ot signing theTerritory Agreement. During the term ot theTerritory Agreement, we may establish,operate,ortranchise anyone to establish or operate, Shoppes selling Products under the System at any location within the Designated Area. You may tace competition trom other tranchisees, trom outlets that we own, or trom other channels ot distribution or competitive brands that we control. You may not establish Shoppes outside the Designated Area without our approval.

OurReserved Rights Under tbe Franchise Agreement andTerritorv Agreement

There may already be company owned ortranohised Carvel Shoppes nearyour Shoppe that will continue to operate We may open or tranchise new Carvel Shoppes near your Shoppe without consulting you or giving you the tirst right to open them. These Shoppes may compete directly with you

During 2013, we intend toWe^^ expand our sales to supermarkets, convenience st^^ other retail outlets andtogrowour non-traditional toodservice business, including installing company owned or operated orthird party owned or operated satellite operations in locations like turnpike rest stops,stadiums,universitycateterias, parks-and beaches,and engaging in various co-branded and store-within-a-store concepts, through mail order sales and sales through the Internet. These sales may compete with your location

Sales otproductsbyCFFoodstogrocerystoresand supermarkets, club stores, super-stores, mass merchants and commissaries and exchanges on United States military bases and selected restaurantsmaycompetewithyourtranchised Carvel Shoppe(see Item 1)

Cther Carvel Shoppes near your Shoppe that are already in existence or opened later under Franchise Agreements also may(i) compete directly withyou, (ii) provide services inclose proximity to your Shoppe without compensating you, and (iii) possibly adversely attectthe operation ot your Shoppe.

Under tbe Franchise Agreement andTerritory Agreement, we and our attiliates have the right:

D Toown and operate, andtogranttranchisestorShoppesatanylocation,including close to your Shoppe and in the Designated Area

D Tootter and sell trom these Shoppes-(or any other channels ot distribution) productsand services identical to those you will be selling, and to exploit the Proprietary Marks, name, reputation, trade secrets, and know-how in and with these sales. These other channels ot distribution may include(torexample)sales to and through supermarkets; convenience ^ ^AST^01111^BI FOOPao^OI

C^l^^i^Oi5clo^Oocom^4BI2014 stored o^b sto^ other ^ail stored resteurantohein^ heeoh resorts parkfaoi^e^ theater chains; federal state and local governmental orquasigovernmental agencies; abated colleges and universities (Including state university branches); the military; stadiums; airports; through mall order; and the Internet

D To otter and sell Carvel products and services to any customer anywhere, Including toodservlce accounts and non-tranchlsed venues

D To advertise and promote company owned and tranchlsed Shoppes to Individuals and entitles regardless otthelr geographic location

D Topurchase, merge,acqulre,orattlllatewlthanexlstlng Ice cream store chain,restaurant chain, or anyother business regardless otthelocatlonot Its taollltles, and to operate, tranchlse, or license these facilities under the Proprietary Marks or any other mar^^ purchase, merger, acquisition, or attlllatlon, regardlessotthe location otthesetaollltles, Including In the Designated Area and/or close to your Shoppe

^ Continue to permit the tranchlsee previously authorised under our Supermarket Route Program to sell Carvel products to supermarkets, convenience stores, club stores, and other retail outlets These sales may compete with your location.

We will contlnueto permit tranchisees previously authorised underour Supermarket Route Program to sell Carvelproducts to supermarkets,convenience stores, club stores, and other retail outlets These sales may compete with your location As ot the ettective date ot this Disclosure Document,we have no plans to tranchise or operate any business similar to that otaCarvel Shoppe under ditterent trademarks We also have no plans to sell or lease similar products or services through other channels ot distribution under different trademarks You may compete witb the restaurants/stores operated by our affiliates and franchisees of our affiliates that are located near your Shoppe and Designated Area. Itemldescribes our current Affiliated Programs, most of which are not direct competitors of the System given the products/services they sell. There is no formal mechanism in place for resolving any conflict that may arise between your Shoppe and the units of our Affiliated Programs. However, we do not expect any material conflicts regarding territory, customers and franchise support

ITEM 13

TRADEMARKS

The principal Carvel commercial symbol that we will license to you appears on the cover of this Disclosure Document. The following is a description of the principal trademarks and service marks that we will license to you. All of the trademarks noted below are registered on the Principal Register of the U.S. Patent and Trademark Office ("USPTO") and have been renewed at the proper time.

62 EASTV18111104.1 FDD Page §2

Carvel Franchise Disclosure Document 4.1 2014 FEDERAL REGISTRATIONS

Mark Registration Number Registration Date Carvel 0716227 May 30, 1961 Carvel and Design 2510924 November 20, 2001 Carvel and Design 2510923 November 20, 2001

"Proprietary Marks" means our symbols, trademarks, service marks, logotypes, and trade names. We also have registered other Proprietary Marks with the USPTO. The provisions of the Franchise Agreement apply to any and all other trademarks, service marks, and trade dress authorized and licensed for use by us to you during the term of the Franchise Agreement. The other Proprietary Marks that we currently use are listed in the Manuals. You must comply with the proper use and marking of the Proprietary Marks as we indicate in the Manuals. We update the Manuals periodically, and add or delete Proprietary Marks on a continuing basis.

We are the owner of all right, title and interest in and to the Proprietary Marks and the goodwill associated with them. All goodwill associated with the Proprietary Marks remains our exclusive property. All usage of the trademarks by you and any goodwill established will inure to the exclusive benefit of Carvel.

There are no agreements currently in effect which could significantly limit our rights to use or license the Proprietary Marks. There are no currently effective determinations of the USPTO, Trademark Trial and Appeal Board, the Trademark Administrator of any state, or any court. There is no pending infringement, opposition or cancellation proceedings, or material litigation, involving the Proprietary Marks. There are no currently effective agreementstimrtlimiting ou r right to use or license the Proprietary Marks. There are presently no infringing uses known to us that could materially affect your use of the Proprietary Marks listed above in the state in which your Shoppe will be located.

Your rights to the Proprietary Marks are derived solely from your Franchise Agreement. You will use only the Proprietary Marks to identify your Shoppe except as we authorize. You have no right to apply for registration of any Proprietary Mark. In using the Proprietary Marks, you must strictly follow our standards, specifications, requirements, and instructions. You may not use the Proprietary Marks with any unauthorized product or service or in any other way not explicitly authorized by the Franchise Agreement or that we otherwise approve. You may not use the Proprietary Marks, or any portion thereof, as part of any corporate or trade name, domain name, search engine keyword or metatag, or in any other unauthorized manner. When your Franchise Agreement expires or terminates, all rights to use the Proprietary Marks will revert to us automatically without payment to you and you will keep no rights in the Proprietary Marks. You may not take any action to question or contest our rights or interest in the Proprietary Marks and the goodwill related to the Proprietary Marks. The Territory Agreement does not authorize you to use the Proprietary Marks.

If you learn of any claim against you for alleged infringement, unfair competition, or similar claims about the Proprietary Marks, you must promptly notify us. We will promptly take the action we consider necessary to defend you. We must indemnify you for any action against you by a third party based solely on alleged infringement, unfair competition, or similar claims about the Proprietary Marks. You may not settle or compromise any of these claims without our -63- EAST\48111104.1 FDD Page 63

Carvel Franchise Disclosure Document 4 1 2014 Wh^en POnse^ We the nght to defend and 5^ our own counsel You must cooperate with us in the defense We wiil have no obligation to defend or indemnify you if the claim against yo^ violation of the Franchise Agreement

You must comply with our instructions to modify or discontinue use of any Proprietary Mark or to adopt or use additional or substituted Proprietary Marks We will not be liable to you for any resulting expenses.

ITEM 14

PATE^IT^ COPYRIGHTS A^OPROPRIETARY^PORMATIO^

Patents And Coovrlgbts

Carvel has no patents material to the franchise. We claim copyrights on certain forms, advertisements, images, art, photography, promotionalmaterials, and other written materials, and in some instances we have obtained federal copyright registrationsforsomeof these materials Wealsoclaimcopyrightsandother proprietary rightsin ourManuals(and the modifications we make to it periodically) We also claim copyrights in our building designs, architectural renderings, and construction plans.

You must complywith the proper use and marking ofthe copyrighted materials as we indicate in the Manuals.

There are no agreements currently in effect that significantly limit your right to use any of our copyrights Also, there are no currently effective determinations ot the OSPTC, Copyright Office (Library of Congress) or any court involving any of our copyrights discussed above. We are unaware of any infringing uses of or superior prior rights to any of our copyrights that could materially affect your use ot them in the state in which your Shoppe will be located.

Yourobligationsand oursto protect your rights touse our copyrights are thesameas the obligationsforProprietaryMarksdescribedinltem13.

Proprietary and Confidential Information Our Confidential Information includes: products, services, equipment, technologies, and procedures for the retail sale of ice cream and other frozen desserts under the System; sources (or prospective sources) of supply and all information related to or concerning the sources (or prospective sources) of supply,including the identity of and pricing structures with our suppliers; systems and techniques for the production, distribution, merchandising, and sale of Carvel ice cream, frozen desserts, and related products and services; systems and techniques for food preparationand storage; menus; recipesand ingredients; special techniquesfor packaging, display, merchandising, and marketing of food products; operating procedures for sanitation and maintenance; systems ot operation, services, programs, products, procedures, policies, standards,techniques, requirements, andspecificationsthatarepartoftheSystem; plans, layouts, designs and specifications for a prototypical Shoppe; the Manuals; methods of advertising and promotion; instructional materials; and other matters. This is not an exclusive list of all our Confidential Information.

^ ^AST^im^BI FOOPaoe64

Carvel ^^iseOisdo^r^00C0m^4BI 2014 You may neve^unng the term of^^ Agreement, or a^er the Franohise Agreement expires or is terminated, reveal any ot our Contidentiaiintormation to another person or use it tor any other person or business You may notoopyanyotourContidentiaiintormationorgive it toathird party exoept as we authorize. These restriotions must he toiiowed even hetore you open your Shoppe, sinoe you wiii receive vaiuahieintormation and training about the System and the operation otthe Shoppe before you begin operations

You may never,during the term otthe Franohise Agreement,any renewal term otthe Franohise Agreement,or atter the Franohise Agreement expires or is terminated,reveal any otourTrade Secrets to another person or use suohTrade Secrets tor any other person or business Trade Secrete means information that derives independent economic vaiue, actual or potential, trom not being generally known to,and not beingreadily ascertainable by proper means by,other persons who can obtain economic value trom its disclosure or use. Without limiting the definition ot^TradeSecretsB all the following will be conclusively presumed to beTra^^ whether or not we designate them as such: (i) the composition of our Froprietary Products and nonproprietary Products; (ii) our advertising, marketing, and publicrelations strategies; and (iii) our marketing analyses

You will require that all persons employed in your Shoppe having access to Confidential Information are aware ofthe confidentiality restrictions set forth in the Franchise Agreement and similarly bind themnot to disclose the Confidential Information by an agreement as least as restrictive as the terms of the Franchise Agreement

You must assign to us, permanently and irrevocably, for incorporation into the System, and for any other use we desire, full rights to all of the following if developed by you or for you during the term of your Franchise Agreement, without payment of any compensation to you (i) any ice cream or frozen dessert; (ii) any derivative intellectual property, products, programs, techniques, equipment, services related in whole or in part to the Shoppe operation, your rights under your Franchise Agreement (whetheror not permitted), Manuals, System and/or item (i); and (iii) variations, modifications and/or improvements related in whole or in part to the Shoppe operation, Manuals, System and/or item (i).

65 EASTV18111104.1 FDD Page 65

Carvel Franchise Disclosure Domment 4 1 2014 ITEM^

O^GAT^TOPART^PATE^ THEACT0ALOPERAT^OETHEERA^H^80S^ESS

You must personam supervise the fuil timefuii-time operation of the Shoppe, unless we otherwise permit in writing You must ^ end effeotive operation of the Shoppe if we iioense you to operate more than one Carvei Shoppe, you must devote your fuii time efforts for the proper and effeotive operation of aii your Shoppes You mustempioyone Shoppe Managerfor eaoh Shoppe if you are an individual, you must he the Shoppe Manager An entity franohisee must designate aShoppe Manager The Shoppe Manager, who wiii have daytoday management responsihiiity for your Shoppe, wiii exeroiseon premises supervision and personally partioipate in the direct operation of the Shoppe. The duties and hours of the Shoppe Manager are in our Manuals You must inform us in writing ofyour Shoppe Managers and any suooessors. We must approve your Shoppe Managers YourShoppeManagersmustoompietethe InitialTraining Program to our satisfaction AfteraShoppe Managers death,disahility,or termination of employment, you must immediately notify us, and you must designateasuccessor or actingShoppe Manager within 30 days If you fail to do so and do not cure, we can terminate the Franchise Agreement If vou operate ana Hosted Express Shoooe located InaHostFacilitv^the Shoooe Manager mav hethesamemanagerforthe Host Facility

If you areahusiness entity,the Shoppe Manager need not have any equity interest in you We do not recommend investment in a Carvel Shoppefor investors interested in an absentee management business.

All personsaffiliatedwithyou must sign our Personal Covenants Agreement (ScheduleEto the FranchiseAgreementandScheduleCtotheTerritoryAgreement) and keep our confidential or proprietary information confidential(see Item 14).

All persons who own equity in you must sign our Guaranty of Payment and Performance (ScheduleCto the Franchise Agreement and ScheduleOtotbeTerritory Agreement)

ITEM^

REST^CTIC^C^^HATTHEPRA^CH^EEMAYSELL

You must offer and sell all services, products, and programs that we require you to sell and that are part of the System, or that we incorporate into the System in the future. We may add to, delete from, or modify the services, products, and programs that you can and must offer. You must abide by any additions, deletions, and modifications, but only ifthe changes do not materially and unreasonably increase your obligations under the Franchise Agreement.

The Approved Location will be used solely for the purpose of conduotingaShoppe and not for any other purpose unless we provide our express prior written consent to you

Youmaynotsellanymenuitem,product, service,or program that is notapart of the System without our prior written approval. You may not use the Carvel name or Proprietary Marks for gQ EAST\48111104.1 FDD Paae 66

Carvfil Franchise Disdosure Document 4.1.2014 any other business You may not conduct any businesses bytbe Franchise Agreementtrom your Sbo^

You must participate in our Gift Card Program and you must bave ayaiiabie for saie to customersasufficient number ot gitt cards to meet tbe demands of yourSboppe Gitt cards may change in styie and design periodicaiiy; the most current authorized version must be avaiiabie in the Shoppe during the term otthe Franchise Agreement. You must aiso accept tor payment gift oard(s) presented as payment for purchases made from the Shoppe Youareaiso required to purchase or iease the equipment and services needed to implement the Gift Gard Program

You may only seiiGarvei products and services at retail from your Shoppe, and you may not engage in the whoiesaie saie or distribution of any Garvel product, service, equipment-or other component, oranyreiatedproductorservice,withouttirstobtaining our written consent You may not sell Products through the internet or using any channel of distribution other than your Shoppe withoutfirst obtaining ourwritten consent

You may not sell,barter,or exchange the Garvel Mix or cther proprietary items (including Garvel gift cards) at wholesale or retail under any condition. If you engage in any wholesale or retail sale, barter, or exchange of any quantity of GarvelMix or other proprietary items to another Garvel franchisee or to any other person or entity, we oan terminate the Franchise Agreement immediately on notice to you.

In preparing, dispensing, and selling Garvel products, you may use only product components, ingredients, flavoring, and garnishes that meet our then current requirements and specifications You must prepare all Garvel products in strict accordance with our standards, specifications, techniques and procedures. In dispensing the Garvel products, you may use only containers, cartons, bags, boxes, napkins, and other paper goods and packaging bearing our then ourrently approved text and designs, and that otherwise meet our then current requirements, specitications, and quality standards

ITEM^

RE^E^A^TERM^A^O^

THEPRA^GH^ERELAT^S^P

This table lists certain Important provisions ot tbe Franchise Agreements Territory Agreement and related agreements. You should read these provisions in tbe agreements attached to this Oisclosure Oocument.

Tbe Express Addendum only applies to Express Shoppes and the Hosted Express Addendum only applies to Hosted Express SboooesD

^ ^AST^im^BI FOOP^OB

Oarvel F^ohiseOisolo^re 000^^412014 Section in Franchise Agreement or Express Provisions Addendum Summary a. Length of the franchise Section 3.1 of 20 years term Franchise Agreement Number 2 of 5 years

and Number 3 of Hosted Exoress Addendum b. Renewal or extension of Section 3.2 of 20 years if you comply with our renewal requirements the term Franchise Agreement Number 3 of 5 years if you comply with our renewal requirements Express Addendum and Number 4 of

Addendum c. Requirements for you to Section 3.2 of You must satisfy these requirements to renew: renew or extend Franchise aTimely request renewal. Agreement; Numbe b. Complete renewal application. c. Have been in substantial compliance with Franchise 5-of Express Agreement. Addendum and d. Remodel, refurbish and renovate the Shoppe.

Number 5 of Hosted e. Relocate the Shoppe± if necessary^ to meet our then- current standards^ f. Sign and return your Renewal Franchise Agreement (which may be materially different from the terms contained in the Franchise Agreement attached to this Disclosure Document). g. Pay the renewal fee. h. Have a general release signed by you and your guarantors and owners. d. Termination by you Section 20.1 of None Franchise Agreement e. Termination by us None None without cause f. Termination by us with Section 20 of We may terminate only if you default. cause Franchise Agreement

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Carvel Franchise Disclosure Document 4.1.2014 Section in Franchise Agreement or Express Provisions Addendum Summary g. "Cause" defined - Section 20.3 of You have 24 hours to cure if: curable defaults Franchise a. You refuse us permission to inspect or audit. Agreement b. A threat or danger to public health or safety results from your continued operation of the Shoppe. c. You fail to comply fully with all laws.

You have 5 days to cure if: a. You sell, barter, or exchange the Proprietary Products or other proprietary items at wholesale or retail. b. You fail to secure a Shoppe Location within the required time limits and procedures or fail to open on time. c. You fail to comply with the in-term covenant not to compete. You have 10 days to cure if: a. You fail to pay any of your debts to us, our affiliates or others. b. You do not obtain personal covenants required under the Franchise Agreement. c. You have an uncured default in any other agreement, including a mortgage or lease for the Shoppe. d. You default under your lease or lose possession ofthe Accepted Location. You have 30 days to cure if: a. You do not maintain the required financial records. b. You breach any other provision of your Franchise Agreement.

4G- EAST\181114»M- FDD Paae 69

Carvel Franchise nisdnsnrp nnriimfint4 1 ?014 Section in Franchise Agreement or Express Provisions Addendum Summary h. "Cause" defined - non- Section 20.2 of On notice to you: curable defaults Franchise a. You violate restrictions on use of Confidential Agreement Information, or fail to obtain the required additional covenants. b. You copy or permit anyone else to copy any part of the Manuals. c. You (or any principal of a corporation, partnership, or proprietorship franchisee) are convicted of a felony, fraud, etc. d. You abandon the Shoppe. e After curing a default, you commit the same or similar default again within 12 months. f. You become insolvent, become subject to bankruptcy, make an assignment for creditors, subject to a receiver, have unpaid judgments, subject to attachment proceedings or execution of levy, or un-dismissed foreclosure. 9 Your (or any principals of a corporation, partnership- or proprietorship franchisee) assets, property, or interests are blocked under any law, ordinance or regulation related to terrorist activities or you (or any principal of a corporation, partnership- or proprietorship franchisee) violate any

regulation law7 or ordinance related to terrorist activities, h. Any dilution or adulteration of products at the Shoppe, or any misrepresentation, substitution, or palming off of' non-Carvel products from the Shoppe operated under the Franchise Agreement. Number 29 of On notice to you: Hosted Express a. You fail to comply with the franchise agreement for your Addendum Host Facility or the franchise agreement for your Host Facility terminates or expires. b. The Host Facility's brand deteriorates in quality or reputation and is damaging the Carvel brand and Proprietary Marks,

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Carvel Frannhisft niRrinsnre Dnajmenta 1 7014 Section in Franchise Agreement or Express Provisions Addendum Summary i. Your obligations on Section 21 of a. Stop using our Proprietary Marks, Confidential

termination/nonrenewal Franchise Information, trade secretsT and Manuals. Agreement; Numbe b. Immediately deliver to us all materials (including molds) rs 32 and related to the System and your copies of any of the ^Number 14 ofthe Manuals. Express Addendum^ c. Immediately cancel all assumed name registrations. and numbers 32 d. Within 5 days, pay all sums owing to us and our and 33 of Hosted affiliates. Express Addendum e. Immediately de-identify the Shoppe as our franchisee or former franchisee. f. Immediately comply with non-competition covenants in the Franchise Agreement. g. Stop using the telephone numbers listed in directories under the name "Carvel" or any confusingly similar name. h. Immediately sign agreements necessary for termination. i. Pay all liquidated damages due us. j. If we choose not to take over (or to have another franchisee take over) the Shoppe, redecorate and remodel it to distinguish it from a Carvel Shoppe. k. In 15 days, arrange with us for an inventory by us, at our cost, of personal property, fixtures, equipment, inventory and supplies. We will have the option for 30 days after termination or expiration to buy these at the lower of depreciated book value or fair market value.

Except for Hosted Express Shoppes, if we terminate for cause, we can take possession of the Shoppe and require that you assign to us or our designee your interest in the lease for the Shoppe. If you dispute the termination, then we can operate the business until final court determination. Ifthe court decides termination was invalid, we must make a complete accounting for the period when we operated the business. j. Assignment of contract Section 19.6 of We can assign if the assignee is capable of performing our by us Franchise obligations under the Franchise Agreement, and agrees to Agreement^ perform these obligations. Number 28 of Express Shoppo k. "Transfer" by you - Section 19.1 of Any assignment, subfranchising, sublicensing, sale, defined Franchise transfer or share of: (i) your rights under or interest in the Agreement; Numbe Franchise Agreement; (ii) the Shoppe or any interest in it; f-gSNumbers 11 (iii) the Franchisee, if an entity; (iv) any interest in a and 12 of Express Franchisee entity; or (v) any interest in any entity that Addendum and directly or indirectly controls a Franchisee entity. numbers 25. 26 and 27 of Hosted Express Addendum

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Carvel Franchise Disclosure Document 4.1.2014 Section In Franchise Agreement or Express Provisions Addendum Summary I. Our approval of your Section 19.1 and Neither you nor other owners of the interests described in transfer 19.3 of Franchise k. above can transfer without first obtaining our written Agreement approval. m. Conditions for our Section 19.3 of a. You must give us at least 90 days' prior written notice of approval of transfer Franchise any proposed Transfer. Agreement; b. You must pay all amounts you owe us and our affiliates. Number 11 of c. You have not been, during the term of the Franchise Express Addendum Agreement, in default in any material respect under the and number 26 of Franchise Agreement or any other agreement with us, or Hosted Express any of our designated suppliers without curing such default Addendum (third- within the time period specified. party transfers) d. You may not be in default in any material respect under the Franchise Agreement or any other agreement with us, or any of our designated suppliers at the time of the proposed transfer. e. Transferee and proposed Shoppe Manager must attend and successfully complete training before transfer, at transferee's expense. f. Transferee must meet our then-current requirements for new franchisees, including our requirements for proficiency in the English language. g. Transferee agrees to upgrade and remodel Shoppe to conform to our then-current standards for quality and appearance and trade dress. h. Transferee must sign our then-current Franchise Agreement, which mav contain terms materially different than vour Franchise Agreement. The term of new Franchise Agreement will expire on the date of expiration of the Franchise Agreement. i. You and your guarantors and owners must sign a general release. j. You must give us a copy of the signed assignment contract. k. You pay us a transfer fee. I. You must comply with our right of first refusal.

Number 25 of If voypyou operate a Hosted Express Shoppe ic located in Hosted Express a Hoot Facility, you must also transfer the Host Facility Addendum with your transfer under the Franchise Agreement.

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Carvel Franchise Disclosure Document 4.1.2014 Section in Franchise Agreement or Express Prev^ions Addendum Summary Section19^of a You give us priorwritten notice ofthe transfer Franchise h The related party assumes in writing the Franchise Agreement (related Agreement party transfers) c. You may not be in default under the Franchise Agreement d. Youpayusatransferfee e You and your guarantors and owners must signageneral release n Oorhg^of^^s^ Section t95of Wecan match any offerforyourFranchise Agreement; to acqu^e your hostess Franchise yourShoppe;theFranchisee, if an entity; any interest ina Agreement Franchisee entity; or any interest in an entity controllinga Franchisee entity Thio provision will bo deleted for on Express Shoppe Franchise Agreement Number 26 of Above not aoolicable for ana Hosted Exoress Shoooe tested Express Addendum o. Our option to purchase Section 214Cof We may purchase your personal property^fixtures, your business Franchise equipment, inventory, and supplies related to the Shoppe Agreement atthe lesser of depreciated book value orfair market value This provision will bo deleted for an Express Shoppe Franohise Agreement Number 33 of Abcve net acolicable for a^a Hosted Exoress Shoooe Hosted Exoress Addendum p Your death or disability Section192of On yourdeath or permanent incapacity^your rights pass to Franchise your"EstateBYour Estate may continue operating the Agreement Shoppe if it provides an acceptable Shoppe Manager Your Estate must transfer your right toabuyerthat we approve, who must successfully complete our Initial Training Program and assume full-time operation of the franchise within one year of your death or disability q Noncompetition Section16of No involvement in competing business(similartypes of covenants during the term ot Franchise shopsthatolterthe same orsimilar products) anywhere. the franchise Agreement You will not employ or seek to employ an employee of another franchisee or one of our employees, or attempt to induce the person to cease his or her employment without the prior written consent of the person's employer. r Noncompetition Section1648of No involvement in competing business(similar types of covenants atter the franchise Franchise shops that offerthe same or similar products)for12 is terminated or expires Agreement months at the Shoppe location,within3mile radius of your Shoppe,orwithin3miles of any other Carvel Shoppe. s Modification of the Sections 2^101, No oral modifications, but we can change the Manuals agreement t02^13,252and 253ofFranchise Agreement

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Carvel Franchise Disclosure Document 4.1.2014 Section in Franchise Agreement or Express Provisions Addendum Summary t. Integration/merger Section 25.2 of Only the terms of the Franchise Agreement and related clause Franchise agreements are binding (subject to state law). Any Agreement representations or promises outside of the Disclosure Document and Franchise Agreement may not be enforceable. u. Dispute resolution by Section 22.1 of Most disputes must be resolved by arbitration. arbitration or mediation Franchise Agreement v. Choice of forum* Section 22.1 of Subject to state law, currently, arbitration or lawsuit must Franchise be in Georgia. Agreement w. Choice of law* Sections 18.6 and Subject to state law, Georgia law applies to all disputes 25.5 of Franchise except those related to the non-competition covenants, Agreement which will be governed by the laws of the state in which your Shoppe is located.

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Carvel Franchise Disclosure Document 4.1.2014 TERRITORY AGREEMENT

Section In Territory Provisions Agreement Summary a. Length of the franchise Section 5 and Agreement terminates on date of our acceptance and execution term Schedule B of a Franchise Agreement for the last Shoppe to be established (Development under the Development Schedule. Schedule) of Territory Agreement b. Renewal or extension of None None the term c. Requirements for you to None None renew or extend d. Termination by you None None e. Termination by us without None None cause f. Termination by us with Section 8 of We may terminate only if you default. cause Territory Agreement g. "Cause" defined - Section 8.3 of You have 30 days to cure if: curable defaults Territory a. You fail to enter into Franchise Agreements with us as Agreement required under the Territory Agreement. b. You fail to comply with any other term and condition of the Territory Agreement. c. You make or attempt to make a transfer or assignment in violation of the Territory Agreement. d. You fail to comply with the terms and conditions of any individual Franchise Agreement with us, or of any other agreement to which you and we are parties. h. Cause defined - Section 8.2 of Automatic termination if: noncurable defaults Territory a. You become insolvent, become subject to bankruptcy, make Agreement an assignment for creditors, subject to a receiver, have unpaid judgments, subject to attachment proceedings or execution of levy, or un-dismissed foreclosure. b. You make a material misrepresentation to us at any time. i. Your obligations on Section 8.4 of You must cease establishing or operating any Carvel Shoppe for termination/nonrenewal Territory which a Franchise Agreement has not been executed by us. Agreement j. Assignment of contract by Section 9.5 of We can assign if the assignee is capable of performing our Us Territory obligations under the Territory Agreement, and agrees to Agreement perform these obligations. k. "Transfer" by you — Section 9.1 of Any assignment, subfranchising, sublicensing, sale, transfer or defined Territory share of: (i) your rights under or interest in the Territory Agreement Agreement; (ii) the Developer, if an entity; (Mi) any interest in a Developer entity; or (vj^) any interest in any entity that directly or indirectly controls a Developer entity. 1. Our approval of your Sections 9.1 Neither you nor other owners of the interests described in k. transfer and 9.3 of above can transfer without first obtaining our written approval. Territory Agreement

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Carvel Franchise Disclosure Document 4.1.2014 Section in Territory Provisions Agreement Summary m. Conditions for our Section 9.3 of a. You must give us at least 90 days' prior written notice of any approval of transfer Territory proposed Transfer. Agreement b. You must pay all amounts you owe us and our affiliates. (third-party c. You have not been in default under the Territory Agreement or transfers) any other agreement during the term of the Territory Agreement, ed. Transferee must attend and successfully complete training before transfer, at transferee's expense. e. Transferee must meet our then-current requirements for new developers, including our requirements for proficiency in the English language. f. Transferee must sign our then-current Territory Agreement. The term of new Territory Agreement will expire on the date of expiration of your Territory Agreement. g. You and your guarantors and owners must sign a general release. h. You must give us a copy of the signed assignment contract. i. You pay us a transfer fee.

Section 9.4 of . a. You give us prior written notice of the transfer. Territory b. The related party assumes in writing the TerritoryAgreement. Agreement c. You may not be in default under the Territory Agreement. (related- party d. You pay us a transfer fee. transfers) e. You and your guarantors and owners must sign a general release.

n. Our right of first refusal to None None acquire your business o. Our option to purchase None None your business p. Your death or disability Section 9.2 of Upon 1 year from your death or permanent incapacity you must Territory transfer all rights and interests to buyer that we approve provided Agreement each person obtaining interest: (i) is capable of conducting the obligations under the Territory Agreement; (ii) signs form personal covenants agreement; and (iii) signs form personal guaranty. q. Non-competition Section 10.3 of No involvement in competing business (similar types of shops covenants during the Territory that offer the same or similar products) anywhere. You further term of the franchise Agreement agree that you will not employ or seek to employ an employee of ours or another franchisee, or attempt to induce such employee to cease his/her employment without the prior written consent of such employee's employer. r. Non-competition Section 10.3.8. No involvement in competing business (similar types of shops covenants after the of Territory that offer the same or similar products) for 12 months at the franchise is terminated or Agreement Accepted Location, within a 3-mile radius of your Shoppe, or expires within 3 miles of any other Carvel Shoppe. s. Modification of the Section 15.2 of No oral modifications, but we can change the Manuals. agreement Territory Agreement

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Carvel Franchise Disclosure Document 4.1.2014 Section in Territory Provisions Agreement Summary t. Integration/merger clause Section 15.2 of Only the terms of the Territory Agreement and related Territory agreements are binding (subject to state law). Any Agreement representations or promises outside of the Disclosure Document and Territory Agreement may not be enforceable. u. Dispute resolution by Section 12.1 of Most disputes must be resolved by arbitration. arbitration or mediation Territory Agreement v. Choice of forum* Section 12.1 of Subject to state law, currently, arbitration or lawsuit must be in Territory Georgia. Agreement w. Choice of law* Section 15.5 of Subject to state law, Georgia law applies; provided, however, Territory that if the noncompetition covenants are found to be Agreement unenforceable under Georgia law - the laws of the state in which your Designated Territory is located will apply.

A provision of a Franchise Agreement or Territory Agreement that terminates the Franchise Agreement or Territory Agreement if you seek relief granted by the Bankruptcy Code may not be enforceable under federal bankruptcy law (11 U.S.C. Sec 101 et seq.).

* Applicable state law may require additional disclosures on the information in this Disclosure Document These additional disclosures appear in Exhibit I attached to this Disclosure Document.

ITEM 18

PUBLIC FIGURES

We do not use any public figure to promote our franchises:

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Carvel Franchise Disclosure Document 4.1 2014 ITEM 19

FINANCIAL PERFORMANCE REPRESENTATIONS

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

We do not make any representations about a franchisee's future financial performance or the past financial performance of company-owned or franchised outlets. We also do not authorize our employees or representatives to make any such representations either orally or in writing. If you receive any other financial performance information or projections of your future income, you should report it to the franchisor's management by contacting the Legal Department, Carvel Corporation, 200 Glenridge Point Parkway, Suite 200, Atlanta, GA 30342, 404-255-3250. the Federal Trade Commission, and the appropriate state regulatory agencies.

ITEM 20

OUTLETS AND FRANCHISEE INFORMATION

Table No. 1

Systemwlde Outlet Summary For Years 24442oll_To 30422013 Column 1 Column 2 % Column 3 V Column 4 Column 5

Outlets At The Outlets At The Outlet Type Year Net Change Start Of The Year End bf the Year 20402011 378361 358354 -301 Franchised 2044 354 -4 - 2012 354 387370 4315 Company 20402012 Owned 0370 8377 01 .. . 20*1, ; 0 V j:,.:^/',: ^ -Or:,, . Owned .20.12... • ; o "V'-. VttL ••- 0 Total Outlets 37% 368Q -20Q 2011 3583fil 354 -4Z Total Outlets 2012 354 367370 4316 2013 370 azz Z

EAST\48111104.1 FDD PaqeZS

Carvel Franchise Disclosure Document 4.1.2014 Table No. 2

Transfers Of Outlets From Franchisees To New Owners (Other Than The Franchisor) (Other Than The Franchisor) For Years 20402011 To 20422013 Column 1 Column 2 Column 3

State Year Number Of Transfers 20402011 0 Arizona 2044-2012 01 20452m 1 20402011 42 Connecticut 2044 2 2012 1 Florida 20402013 20 2011 1 Florida 2012 2 Georgia 20402012 02 2011 1 Georaia 2012 0 2013 o 2011 Q Maryland 2012 0 2013 1 20402011 01 New Jersey 20442012 43 20422m 32 20402011 74 New York 2012 z 20442013 4 2011 2 Oklahoma 2012 70 2013 Q 2011 0 Pennsylvania 2m 0 2013 1 20402011 40 NorthSouth-Caroli na 20442m 0 2013 1 2011 Virginia 0 2012 01 Oklahoma _ 20402m 02 2011 H lotala 2012 IS 2m 14

Transfers Of Outlets From Franchisees To New Owners fOther Than The Franchisor! For Years 2011 To 2013

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Carvel Franchise Disclosure Document 4 1 2014 Column 1 Column 2 Column 3

State Year Number Of Transfers 2011 0 Arizona 2012 1 2013 1 2011 2 Connecticut 2012 1 2013 0 2011 1 Florida 20442Q12 2 2013 2 2011 1 Georaia 2012 0 2013 0 2011 0 Maryland 2012 0 2013 1 2011 1 New Jersey 2m 3 2013 2 2011 4 New York 2m I 2013 A 2011 2 Oklahoma 2012 0 2013 0 20402m 40 Pennsylvania 2012 0 2013 1 2011 0 South Carolina 2012 0 2013 1 20402m 20 Virginia 2044-2012 01 20452m 42 20402m 4411 Totals 20442m 4415 20422m 4514

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Carvel Franchise Disdosure Document 4 1.2014 Table No. 3

^..s^-'^—'-I-' r^rr^rr^r 2040 1 2011 1 0 0 0 0 0 Alabama 2044 4 G 0 0 0 0 A- 2012 1 1 0 0 0 0 2 2048 Arizona 32 0 2 2013 40 0 0 0 2011 2 1 0 0 0 0 3 Arizona 2012 3 01 0 0 0 0 34 2048 California 64 1 01 2013 0 0 0 H 2011 7 0 2 0 0 0 5 California 2012 5 0 • 45 0 0 0 45 2848 2§5 02 02 255 2013 0 0 0 2011 28 0 2 0 0 0 26

r^rtr\r^or^+i/^i it 2012 26 2 1 0 0 0 27 2040 02Z 1 02 426 2013 0 0 0 Delaware 2011 1 1 0 0 0 0 2 Delaware 2012 2 2 0 0 0 0 4 2013 4 1 0 0 0 Q a 2048 0 2011 0 0 0 0 0 0 District Of 2844 0 Columbia 2012 0 0 0 0 0 0 2042 0 0 0 0 2013 0 0 0 2040 3228 2011 3332 40 54 0 0 0 Florida 2044 32 0 4 0 8 8 28 2012 28 2 42 0 0 0 2822 2848 4328 32 42 4225 2013 0 0 0 2011 12 0 3 0 0 0 9 Georgia 2012 9 0 2 0 0 0 7 3040 lllinoic 41 02 45 2013 01 0 0 0 2011 1 1 0 0 0 0 2 Illinois 2012 2 0 0 0 0 0 2 2048 $2 0 40 52 2013 0 0 0 2011 5 0 0 0 0 0 5 Maryland 2012 5 0 0 0 0 0 5 2848 MODGachUGOttB 25 02 20 2013 0 0 0 oz -84- EASTVI8111104.1 FDD Paae 81

Carvel Franchise Disdosure Document 4.1.2014 GeWs

RZ83#? ©HESil \mip am? G^SbSSS) BIBZab G-Fjlntfli"i!3 •-T 0? . 2011 Massachusetts 2012 2040 Michigan 42 40 32 2011 Michigan 2012 21 i2 2048 Missouri 02 01 81 2013 2011 Missouri 2012 2044 Nebraska 01 2013 01 2011 Nebraska 2012 2040 Nevada 30 40 2Q 2013 2011 Nevada 2012

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Carvel Franchise Disclosure Document 4,1.2014 3048 2 0 42 4Q %m 0 0 0 2011 1 0 0 0 0 0 1 New Hampshire 2012 1 1 0 0 0 0 2 2048 562 40 40 562 2013 0 0 0 2011 56 4 3 0 0 0 57 New Jersey. 2012 57 3 44 0 0 0 596Q 2048 46660 42 1825Q 2013 82 0 0 0 2011 182 3 9 0 0 0 176 New York 2012 176 5 21 0 0 0 4*9130 2848 New Mexico 2013 0180 03 02 0 0 0 om 2011 0 1 0 0 0 0 1 New Mexico 2012 1 0 0 0 0 0 1 2848 North Carolina 31 01 0 32 2013 0 0 0 2011 3 1 1 0 0 0 3 North Carolina 2012 3 0 2 0 0 0 1 2848 GMe 21 0 20 2013 0 0 0 81 2011 0 0 0 0 0 0 0 Ohio 2012 0 0 0 0 0 0 0 2048 Oklahoma 40 2013 40 0 0 0 0 0 2011 1 3 0 0 0 0 4 Oklahoma 2012 4 1 0 0 0 0 5 2848 445 1 40 66 2013 0 0 0 2011 8 0 0 0 0 0 8 Pennsylvania 2012 8 2 2 0 0 0 8 2013 S 2 Q 0 0 0 10 2848 0 2011 0 0 0 0 0 0 2844 Rhode Island 0 2012 0 0 0 0 0 0 2843 0 0 0 0 2013 0 0 0 3048 2 2011 2 0 0 0 0 0 3044 South Carolina 2 2012 2 0 0 0 0 0 3043 2 02 23 2013 01 0 0 0 3040 0 2011 0 0 0 0 0 0 3044 Tennessee 0 3012 0 0 0 0 0 0 3843 0 0 0 0 2013 0 0 0 3848 68 2011 86 04 2 0 0 0 Texas 3044 6 4 2 0 9 a 3 2012 8 5 0 0 0 0 13 Vermont 3040 213 OZ 02 0 0 0 218 4& EAST\4811110'1.1 FDD Paae 83

Carvel Franchise Disdosure Document 4.1.2014 2013 2011 2 0 0 0 0 0 2 2012 2 0 01 0 0 0 21 2040 Virginia 61 0 40 51 2013 0 0 0 2011 5 0 0 0 0 0 5 Virginia 2012 5 0 0 0 0 0 5 2040 West Virginia 44 2013 45 0 01 0 0 0 2011 1 1 1 0 0 0 1 West Virginia 2012 1 0 0 0 0 0 1 2040 Totals 341 0 0 0 364-Q 2013 3801 #0 2011 361 20 27 0 0 0 354 Totals 2012 354 2725 4412 0 0 0 367370 370 28 21 Q Q 2 271 Table No. 4

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Carvel Franchise Disclosure Document 4.1.2014 Status Of ComDanv-Owneri Outlets For Years 2010 To 2012

QQLA Col. 2 Col. 3 COW Col. 5 diLfi Col. 7 Col. 8

Outlets Outlets at Outlets. Outlets at Outlets, Outlets. start Of Reacauired Sold To Slate Year opened From Closed Franchisee the vear year Franchisee w- -— _ := -' . .T 2011 s a Q Q a a Totals 2012 Q g Q 9 a a 2013 o Q a : a a

Table No. 4§

Projected Openings As Of December 31,20422013 Column 1 Column 2 Column 3 Column 4

Franchise Projected New Projected New Agreements Signed Company-Owned State Franchised Shoppes But Shoppes Not Shoppes In Next In Next Fiscal Year Open Fiscal Year Arkansas 1 40 0 AffzGftaCalifornie 04 31 0 California 5 40 0 Colorado 1 0 0 Connecticut 32 42 0 DelawareFlorida 45 03 0 Florida 6 2 a Georgia 32 40 0 Illinois Q. 2 a Indiana 2 0 o WianaKentucky 1 0 0 Louisiana 8 40 0 Maryland 20 21 0 Massachusetts 0 21 0 Minnesota 6 21 0 Missouri 2 0 0 NevadaNebraska 0 1 0 New 01 0 HampshtreNevada +2 New Jersey 2213 3 0 New Mexico 21 40 0 New York 4 211 0 North Carolina 3 40 0 Oklahoma 5 20 0 Pennsylvania 31 1 0 Tennessee 34 440 0

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Carvel Franchise Disdosure Document 4.1.2014 Projected Openings As Of December31 r 30452013 Column 1 . Column 2 , Column .3 Column 4

Franchise Projected New Projected New Agreements Signed Company-Owned State Frandhised Shoppes But Shopped Not Shoppes In Next In Next Fiscal Year Open Fiscal Year Texas 3224 481 0 Totals 444126 6826 0

Wo intend to grow our non traditional foodservice business, including installing company owned or operated or third party ownod or operated satollito operations in locations like turnpike rest stops, university cafeterias, parks, stadiums, beaches, and large shopping vonuos, and engaging in various co branded and store within-a-store concepts and through mail order sales and sales through the Internet.

Exhibit E shows the name, address, and telephone number of the franchised Shoppes as of December 31.20422013.

Exhibit F shows, at the end of our most recent fiscal year, the name, last-known business or home city and state and business or home telephone number of each franohisoolhg__4Q franchisees whose franchise was terminated, canceled, or not renewed; who voluntarily or involuntarily ceased to do business under a franchise agreement during the applicable fiscal year (including 14 franchisees who transferred their franchise and 14 franchisees who never opened their franchises^: or those franchises who did not communicate with us within 10 weeks of the date of this Disclosure Document.

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

Confidentiality Clauses

As a standard practice, when we enter into a Termination and Release Agreement with a former franchisee, we require the former franchisee to agree to maintain all information that the former franchisee has about us confidential. We have entered into these Termination and Release Agreements (including the confidentiality clause) within the past 3 years.

In some instances, current and former franchisees sign provisions restricting their ability to speak openly about their experience with us. You may wish to speak with current and former franchisees, but be aware that not all such franchisees will be able to communicate with you.

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Carvel Franchise Disclosure Document 4.1.2014 Franchisor Sponsored Trademark Specific Franchisee Organizations

We have established a Franchise Advisory Council ("FAC") to use as a sounding board on issues that affect the franchise system in the areas of brand development, franchise support, new business, marketing, product, design, equipment, operations and new revenue channels. The address for the FAC is at our principal office at 200 Glenridge Point Parkway, Suite 200, Atlanta, Georgia 30342. The FAC does not maintain a separate telephone number, email address, or website.

Independent Trademark Specific Franchisee Organizations

There are no independent trademark specific franchisee organizations for the Carvel brand.

ITEM 21

FINANCIAL STATEMENTS

Our audited consolidated financial statements, which comprise the consolidated balance sheets as of December 29. 2013 and December 30, 2012 and Docomber 31, 2011 and consolidated statements of operations, changes in stockholder's equity, and cash flows for the fiscal years ending December 29. 2013. December 30, 2012, Docomber 31, 2011, and December 31, 20402011. along with related notes to the financial statements, are in Exhibit A.

ITEM 22

CONTRACTS

The following contracts and related documents are attached to this Disclosure Document:

EXHIBIT B CARVEL FRANCHISE AGREEMENT AND RELATED AGREEMENTS: Schedule A - Schedule of Events and Ownership Schedule Schedule B - Personal Covenants Schedule C - Guaranty of Payment and Performance Schedule D - State Law Addendum (If Required)

EXHIBIT C CARVEL TERRITORY AGREEMENT AND RELATED AGREEMENTS:

Schedule A - Description of Designated Area and Ownership Schedule Schedule B - Development Schedule Schedule C - Personal Covenants Schedule D - Guaranty of Payment and Performance Schedule E - State Law Addendum (If Required)

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Carvel Franchise Disclosure Document 4.1.2014 EXHIBIT D OTHER AGREEMENTS

Carvel Express Addendum Carvel Hosted Express Addendum MICROS End User License Agreement General Release

ITEM 23

RECEIPT

Two copies of an acknowledgment of your receipt of this Disclosure Document appear as Exhibit K. Please return one copy to us and retain the other for your records.

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Carvel Franchise Disclosure Document 4 1,2014