FRANCHISE DISCLOSURE DOCUMENT

PIZZA HUT, INC. A California Corporation 7100 Corporate Drive Piano, TX 75024-4100 972-338-7700 www.pizzahutfranchise.com P!M? O--^ The franchisee will operate a dine-in, delivery or delivery and carryout restaurant, offering primarily pizza, pasta and other Italian-style food items, under the name Pizza Hut (each, a "Restaurant"). The franchisee may acquire one or more existing Restaurants from Pizza Hut, Inc. ("PHI") or one or more of its subsidiaries, or may construct a new Restaurant.

The total investment necessary to begin operation of an existing Pizza Hut restaurant ranges from $225,000 to $1,025,000 or more, of a new Pizza Hut "Red Roof dine-in restaurant (with or without delivery) ranges from $852,000 to $2,109,000, of a new Pizza Hut Freestanding "Delco" Delivery/Carryout restaurant ranges from $545,000 to $882,000, of a new Pizza Hut Inline/Endcap "Delco" Delivery/Carryout restaurant ranges from $379,000 to $528,000 and of a new Pizza Hut Inline/Endcap "Delco Lite" Delivery/Carryout restaurant ranges from $297,000 to $434,000, in each case excluding real property and including $25,000 that must be paid to the franchisor. If you sign one or more Development Agreements to develop new Restaurants, you must pay $25,000 to $50,000 for each additional Restaurant you agree to develop, which will, if you timely open the Restaurant, be applied to the $25,000 initial franchise fee that you must pay to the franchisor for the operation of a Restaurant (see above). If you do not do this, the franchisor keeps the fee.

This disclosure document summarizes certain provisions of your franchise agreement and other information in plain English. Read this disclosure document and all accompanying agreements carefully. You must receive this disclosure document at least 14 calendar days before you sign a binding agreement with, or make any payment to, the franchisor or an affiliate in connection with the proposed franchise sale. Note, however, that no government 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 the PHI Law Department at 7100 Corporate Drive, Piano, Texas 75024-4100 at 972-338-7700.

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

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

PHI FDD 2a^20.1_4 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.

Issuance date: March 22. 201325. 2014

PHI FDD 2O4520_1_4 STATE OOVERPAGE

Yours^emayhavea^anchise^wtha^ ^anohise adm^is^or before offering or selling in your sfate. REGISTRATION OF A FRANCHISE SYASTATEOOES NOT MEAN THATTHE STATE RECOMMENDS THE FRANCHISE OR HAS VERIFIED THE INFORMATION IN THIS OISCLOSORE OOCUMENT

Call fbe sfafe franohise adminisf^ otber franchisors, or abouf franohising In your sfafe.

MANY FRANCHISE AGREEMENTS DO NOTALLOWYOU TO RENEW UNCONDITIONALLY AFTERTHE INITIALTERM EXPIRES YOU MAYHAVETOSIGNANEW AGREEMENTWITH DIFFERENT TERMS ANO CONDITIONS IN ORDER TO CONTINUE TO OPERATE YOUR BUSINESS EEFOREYOUEUY,CONSIDERWHATRIGHTS YOU HAVE TO RENEW YOUR FRANCHISE, IFANY,ANDWHATTERMSYOU MIGHT HAVE TO ACCEPT IN ORDERTO RENEW

PleaseoonsiderfhefollowingRISKFACTORS before you buy fhis franohise.

T THE FRANCHISE AGREEMENT REOUIRES YOU TO RESOLVE DISPUTES WITH US SYLITIGATIONONLYIN COLLINCOUNTY,TEXAS ANDTHEDEVELOPMENT AGREEMENT REOUIRES YOU TO RESOLVE DISPUTES WITH US BY LITIGATION ONLY IN COLLIN COUNTY,TEXAS OR ANY OTHER COUNTY OR DISTRICT IN WHICH WE THEN HAVE OUR PRINCIPAL PLACE OF BUSINESS OUTOFSTATE LITIGATION MAYFORCEYOUTOACCEPTALESSFAVORABLE SETTLEMENT FOR DISPUTES IT MAYALSO COST YOU MORE TO LITIGATE WITH US IN COLLIN COUNTY,TEXAS(ORINANOTHERCOUNTYORDISTRICTWHEREWETHENHAVE OUR PRINCIPAL PLACE OF BUSINESS) THAN IN YOUR OWN STATE THE FRANCHISE AGREEMENT STATES THAT TEXAS LAW GOVERNS THE AGREEMENTAND THIS LAW MAYNOT PROVIDE THE SAME PROTECTIONS AND BENEFITSASLOCALLAW YOU MAYWANTTOCOMPARETHESELAWS

2 AS NOTED IN THE FINANCIAL STATEMENTS IN RESPONSE TO ITEMSOF THIS DISCLOSURE DOCUMENT, AS OF DECEMBERS 28 2013 THE FRANCHISOR'SCORPORATE PARENT (YUM! BRANDS, INC)HADAWORKING CAPITAL DEFICIENCY OF ^279 000 000 5B4 000 000PLEASEBEARTHISINMIND WHEN FORMING YOUR INVESTMENTDECISION

3 YOU WILL NOT BE GRANTED ANY EXCLUSIVE TERRITORY

^ THERE MAYBE OTHER RISKS CONCERNING THIS FRANCHISE

Effective Dafe: See fhe next page for state effective dates.

P^FOO^O^O^ STATE EFFECTIVE DATES

The following states require that the Franchise Disclosure Document be registered or filed with the state, or be exempt from registration: California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington and Wisconsin.

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

California March 22, 2013 Illinois March 22, 2013 Indiana March 22,2013 Maryland March 27,2013 Michigan March 22,2013 Minnesota March 26,2013 New York March 25, 2013 North Dakota March 26, 2013 Rhode Island March 31, 2013 South Dakota March 25, 2013 Virginia March 25, 2013 Washington March 26, 2013 Wisconsin March 25, 2013

In all the other states, the effective date of this Franchise Disclosure Document is the issuance date of March 22. 2013.25. 2014.

PHI FDD 304320.14 TABLE OF CONTENTS

ITEM PAGE

1 THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES 1

2 BUSINESS EXPERIENCE 5

3 LITIGATION 7

4 BANKRUPTCY 89

5 INITIAL FEES 89

6 OTHER FEES 1412

7 ESTIMATED INITIAL INVESTMENT 4314.

8 RESTRICTIONS ON SOURCES 4920

9 FRANCHISEE'S OBLIGATIONS 2425

10 FINANCING 2526

11 FRANCHISOR'S ASSISTANCE, ADVERTISING,

COMPUTER SYSTEMS AND TRAINING 2931

12 TERRITORY 4042

13 TRADEMARKS 4244

14 PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION 4647

15 OBLIGATION TO PARTICIPATE IN THE ACTUAL

OPERATION OF THE FRANCHISE BUSINESS 464Z

16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL 4648

17 RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION 4749

18 PUBLIC FIGURES 5452

19 FINANCIAL PERFORMANCE REPRESENTATION 5452

20 RESTAURANTS AND FRANCHISEE INFORMATION 5951

21 FINANCIAL STATEMENTS 7022

22 CONTRACTS 7GZ2

23 RECEIPTS Z4Z3

PHI FDD 20432014 E^h^

A List of State Agencies B List et Agents tor Service ot Process C Pizza Hut, inc. Location Franchise Agreement, State Amendments and State Addenda to Oisciosure Oocument O Release and Assignment P Asset Saie Agreement (With Fee interest), with Exhibits F Pizza Hut Oevelopment Services Agreement 0- 1 Confidentiality Agreement (new stores) C 2 Confidentiality Agreement (existing stores) H Pizza Hut Hiring Management System and Learning Management System Services and SupportAgreement 1- 1 List ot Franchisees 12 List of Franchisees Who Voluntarily/lnvoluntarily Closed Pizza Hut Cutlets Ouring 20^2013 J1 YLIMFundin^Ca^ital Financing Program Credit Agreement (Leasehold) YUM FundingCa^ital Financing Program Credit Agreement (Fee Simple) K OevelopmentAgreement L Financialstatements M WingStreet Oevelopment Authorization Agreement N C H A M P.S. Program Participation Notice Agreement C Test Market Agreement P Receipts

PHIFOO 2^2014 Item 1

THE FRANCHISOR AND ANY PARENTS. PREDECESSORS AND AFFILIATES

The Franchisor and its Parent

Pizza Hut, Inc., a California corporation, is the franchisor, and will be referred to as "PHI". "You" means the individual, corporation, limited liability company, partnership or other entity that buys the franchise. If the franchisee will operate through a corporation, limited liability company, partnership or other business entity, "you" also includes the franchisee's owners or partners. If you are not an individual, many provisions of the franchise agreement will also apply to your owners.

Disclosure laws require all disclosure documents to be written in "plain English". The use of different words in this disclosure document from the words used in the agreements themselves to describe the parties' rights and obligations is not intended to diminish or modify in any way the rights and obligations in the agreements themselves.

PHI was originally incorporated as "Pizza Hut of San Diego, Inc." in 1967, and changed its name on September 25, 1997, in anticipation of acquiring the assets of Pizza Hut, Inc., a Delaware corporation ("old PHI"). PHI does not currently do business under any trade name other than "Pizza Hut." PHI's principal business address is 7100 Corporate Drive, Piano, Texas 75024-4100.

PHI's corporate parent is YUM! Brands, Inc. ("YUM") f/k/a TRICON Global Restaurants, Inc. ("TRICON"). PHI is a wholly-owned subsidiary of YUM. On May 7, 2002, YUM acquired Yorkshire Global Restaurants, Inc., the owner of the Long John Silver's and A&W Restaurants brands. YUM adopted its new name on May 17, 2002. Yum sold the Long John Silver's and A&W Restaurants brands to two separate buyers in December 2011.

PHI is the successor to old PHI, having acquired substantially all of its assets on September 30, 1997. Before that acquisition, old PHI was the corporate parent of PHI. PHI's agents for service of process are listed in Exhibit B to this disclosure document.

PHI's Affiliates

The following are PHI's affiliates, which either offer franchises within the United States or provide products or services to PHI's franchisees and licensees located in the United States. The number of restaurants that an affiliate operates or franchises, as described in the table below, includes multibrand restaurants at which more than one brand is operated.

Name and Address Business YUM! Brands, Inc. ("YUM") PHI's parent company provides certain services to PHI 1441 Gardiner Lane and PHI's subsidiaries and affiliates on a consolidated Louisville, KY 40213 basis.

PHI FDD 30432014 Name and Address Business YUM Restaurant Services Incorporated November 18, 1996 to provide and Group, Inc. ("YRSG") consolidate common services to YUM's restaurant 1441 Gardiner Lane companies and its subsidiaries, such as accounting, Louisville, KY 40213 data processing, purchasing and restaurant development. KFC Corporation ("KFCC") Together with its predecessors, have operated and (and subsidiaries) franchised or licensed "KFC" restaurants, which 1441 GardinorlOOO Colonel specialize in quick-service chicken with side dishes, Sanders Lane since 1952. As of December 24. 2012.23. 2013. KFC Louisville, KY 40213 U.S. Properties, Inc., and its subsidiaries operated approximately 206203 traditional KFC restaurants. A total of approximately 4,3774,259 traditional restaurants and 64M express units were operated by approximately 64&586 franchisees and 3934 licensees. During the 10 year period immediately preceding the date ofthis disclosure document, KFCC has not offered franchises in any other line of business. Taco Bell Corp. Has operated and franchised or licensed "Taco Bell" (and subsidiaries) restaurants, offering Mexican-style food for take-out 1 Glen Bell Way and on-premises seating, since 1964. As of December Irvine, CA 92618 27. 2012.24. 2013. Taco Bell Corp. and its subsidiaries operated approximately 1,044891 traditional Taco Bell restaurants and 36 express units. A total of approximately 4,8465,113 traditional restaurants and §93549 express units were operated by approximately 379397 franchisees and 440258 licensees. During the 10 year period immediately preceding the date of this disclosure document, Taco Bell has not offered franchises in any other line of business.

PHI's former affiliate WingStreet, LLC was a franchisor of a quick-service fried chicken wing concept between 2003 and December 25, 2007. Effective December 25, 2007, the WingStreet concept was folded into the Pizza Hut System in the United States (excluding Hawaii). On March 18, 2008, WingStreet LLC was merged into PHI. As of December 31, 2042,2013. approximately 3r7554866 Restaurants in the United States included the WingStreet concept (see below).

PHI has a number of additional affiliates that offer franchises, including "Pizza Hut" franchises, in foreign countries, and affiliates that provide certain products and services to franchisees who are located and do business in those foreign countries. Unless otherwise stated, the information in this disclosure document does not concern PHI's international operations or franchising.

PHI's Business and the Franchise Offered

PHI operates and franchises pizza restaurants. PHI offers franchises to operate three types of Pizza Hut-branded units at specific locations (collectively "Restaurants"). The Restaurants are: (a) "Red Roof restaurants, from which "Pizza Hut" pizza and other products approved by PHI ("Approved Products") are sold for dine-in and carryout consumption, and may be delivered for off-premises consumption (a "Red Roof restaurant that offers delivery is referred

PHI FDD 304320.1.4 toasan^RBO^ ^"Oe^e^re5tauran^^om o^premises consumption and^^O^ive^Car^ whioh Approved Produots aro soid for carryout and aro delivered, ail for off premises consumption. Certain "Red Poof restaurants that have heen upgraded to meet specified asset and service standards are identifiedas^PizzaHut^ PHIB restaurants may offer products not availahle in other Restaurants. Certain Restaurants operated hy PHI, its suhsidiaries and franchisees also have added the WingStreet product line. WingStreet isaline of fried chicken wing products that is distinctively branded,generally with signage and menus that are distinct from the standard Pizza Hut signage and menu.

As ourfranchisee,you will operate one or more Restaurants underafranchise agreement (see PxhihitC,the "Location Franchise A promoteand sell Approved Products and relatedservicesfromthe Restaurant, anddeliver Approved Products trom the Restaurant inadelivery area definedin the LocationFranchise Agreement (the "Delivery Area"). You will he an independent husiness person and will assume all husiness risk associated with operatingaRestaurant.

A broad spectrum of the general public patronizes Restaurants as a source for high quality pizza and related products and services. Auniguesystem characterizes Restaurants that consists of special recipes, seasonings,andmenuitems^distinctive design,decor,color scheme, and furnishings^ standards, specifications, and procedures for operations^ procedures for quality controls training and assistance programs^ and advertising and promotional programs (the "System"). Avarietyoftrademarks,service marks,slogans,logos,and emblems that PHI designates for use in connection with the System (the "Pizza Hut Marks") identify the System.

PHI has operated Pizza Hut "Red Roof restaurants since 1958, when it opened its first restaurant. PHI has granted franchises for Pizza Hut "Red Roof restaurants since1959. PHI has operated Pizza Hut "Delivery" and "Delco" restaurants and PHI has allowed its franchisees to deliver pizzas sincet984. PHI has operated Pizza Hut "Express" restaurants (a concept not offered underthis disclosure document) since 1987.

For several years, PHI and many of its franchisees have been remodeling, rebuilding and re imaging their Restaurants. PHI and its franchisees recognize that it is important to the Pizza Hut System and its members that Restaurants be upgraded to the same level to present an attractive and current image to the public. There are four levels or categories of upgrades that relate to "Red Roof dineinRestaurants(described in more detail in Item8):

^ Relocation^relocation of an existing ^Red Roof dinein Restaurant toanew location and building within the same trade area^

^ Rebuild^completerebuilding ofanexisting"Red Roof dinein Restaurant at the same locations

^ Remodel^asubstantial renovation to an existing'Red Roof dinein Restaurant and

^ Reimage^a"facelifftoaRestaurant

It you buy existing Restaurants from PHI or its subsidiaries, within six years after you sign the Location Franchise Agreement, you must Reimage all Restaurants that you operate underthe Location Franchise Agreement that do not already comply with PHI's reimage standards. Furthermore, within ten years after you sign the Location FranchiseAgreement, you must

P^FOO^O^O^ Remodel, Relocate or Rebuild at least 70% of your "Red Roof dine-in Restaurants. Any "Red Roof dine-in Restaurant that has been Remodeled, Rebuilt or Relocated on or after January 1, 200^2009, will be considered to have been Remodeled, Rebuilt or Relocated underthe Location Franchise Agreement.

Based on PHI's experience, we estimate that the range of costs to fulfill your upgrading responsibilities for a "Red Roof dine-in Restaurant will be as follows:

Range of Costs Range of Range of Range of Costs for Relocation Costs for Costs for for Reimage Rebuild Remodel

$ 586,000 to $ 550,000 to $200,000 to $ $ $ 500,000 4&O0O9O.OOO to $ 1,974,000 1,200,0001,4 $ 150,000 00,000 Based on PHI's experience, we estimate that the range of costs to re-image a "Delco" or "Delco Lite" Delivery/Carryout Restaurant will be $20,000 to $30.000.40.000.

Since 1989, PHI has also licensed third parties to sell pizza prepared according to its recipes from kiosks, concession stands, and other non-traditional facilities. PHI's affiliates have also operated a limited number of these non-traditional sites (primarily concession stands). PHI distinguishes between its "franchisees", persons who are granted rights to operate traditional "Red Roof, "Delivery", "Delco" and "Delco Lite" Restaurants under the franchising program described in this disclosure document, and its "licensees", persons who are granted rights to sell pizza and related products prepared according to its recipes at non-traditional locations under the "Pizza Hut Express" licensing program. This disclosure document does not describe the Pizza Hut Express licensing program.

All new franchisees must sign the WingStreet Development Authorization Agreement. The WingStreet Development Authorization Agreement provides that WingStreet is a product line or menu extension under the Location Franchise Agreement and is subject to all of the terms and provisions of the Location Franchise Agreement. As noted above, if you acquire Restaurants from PHI or its subsidiaries, some of these Restaurants may also carry the WingStreet product line. In addition, you may be required to develop additional Restaurants that include WingStreet or to add WingStreet to one or more of the Restaurants that you acquire (see Item 5). You will be required to sign a WingStreet Development Authorization Agreement at the time of closing. Similarly, if you sign a Development Agreement to develop a new Restaurant, not in connection with an acquisition of existing Restaurants from PHI or its subsidiaries, you will be required to sign a WingStreet Development Authorization Agreement if you have not previously done so. In all these cases, your Pizza Hut Location Franchise Agreement will govern the operation of all aspects ofany Restaurant that you acquire or develop.

During the past 10 years, PHI has not directly offered franchises in any other line of business. Various current and former affiliates of PHI have offered franchises for a variety of other quick-service and casual dining restaurants (see above). Except for old PHI, none of PHI's affiliates have offered franchises to operate Pizza Hut Restaurants in the United States. PHI currently operates Pizza Hut Restaurants in the United States (directly or through subsidiaries).

PHI FDD 3&4320.t_4 The results of operations of PHI are currently reported on a consolidated basis in the financial statements of YUM.

Competition and Regulation

Pizza Hut Restaurants compete with a wide variety of national and local businesses, including other national and local pizza parlors, pizza delivery businesses, other quick service restaurants, and (in a broad sense) all restaurant businesses. Competition in the restaurant business is generally intense. The market for Pizza Hut "Red Roof Restaurants is generally developed; the market for Pizza Hut "Delivery" and "Delco" or "Delco Lite" Restaurants is developed in some locations and is developing in other locations.

A variety of regulations, laws, and ordinances govern the operation of a restaurant business. Examples include laws relating to the sale of alcoholic beverages, health and sanitation codes, driver regulations; state and local codes and ordinances covering the discharge of waste and emissions; laws, rules and regulations concerning "Truth in Menu" (concerning menu item names and product labeling); laws, rules and regulations requiring nutritional information on menus and menu boards; laws, rules and regulations concerning nutritional claims; and the Americans with Disabilities Act of 1990 ("ADA") governing public accommodations. There may be other laws applicable to your business and PHI urges you to make further inquiries about these laws. You must comply with all local, state, and federal laws and regulations in the operation of your restaurants. In addition, the laws, rules and regulations which apply to businesses in general will affect you. Consult your lawyer about all these laws, rules and regulations.

Item 2

BUSINESS EXPERIENCE

PHI

President, Director and Chief Executive Officer and Director of PHI: Scott Berqren

In January 2014, Mr. Berg re n was appointednamed as Chief Executive Officer gTPH I U.^ and-YUM-lRnevatioR in February 2011. Mr. Borgron. He has served as President of PHI since January 2007 and as aEM^ Director of PHI since March 2009. PromHe served as PHI's President from January 20042007 to December 2006, 2013. Mr. Bergren served as Chief Marketing Officer for KFC and YUMwas Chief Executive Officer of Pizza Hut. U.S. and YUM. Innovation from February 2011 until Decemb_e_L.2013. From January 2007 untilTehnjar^dfl! Mr. Berqren served as President and Chief Concept Officer of PHI.

President of PHIT U.S.: David Gibbs

In December 2013. Mr. Gibbs was named President of PHI. U.S. in Dallas. Texas. From May 2012 until his appointment as President of PHI. U.S.. Mr. Gibbs served as PresidenLand Chief Financial Officer for Yum Restaurants International f"YRI"1 in Dallas. Texas. From January 2011 until his appointment as President and Chief Financial Officer for YRI. Mr. Gibbs was Chief Financial Officer of YRI in Dallas. Texas. From January 2006 until December 2010. Mr. Gibbs served as Chief Financial Officer for PHI in Dallas. Texas.

PHI FDD 3W320.1.4 Vice Presiden^Law aod Ass^aotSeo^a^Joho^^urphv

Mr. Murphy was appointed Vice P^ appointed Assistant Secretary of PHI on April 2^1998

Vice-President Director Secretary and General Counsel RohertW^en

Mr Miiien has served as Generai Counsel ot PHI since January1998 Gn April 2^199^ Mr.Millen was appointed Vice President, Director and Secretary ot PHI. Mr.Millen has also served as Vice President and Associate General Counsel Litigation and Intellectual Property tor YOM since April 1998

Chief People Ctticer:PracvS^eao8Arov^essersmith

Ms. Skeans has worked with PHI since 2090, most rooontly having hoon appointed Chiot PoopleCtficorinCctohor,20tt. From July 2010toGctohe420tt,she served as Senior Dirootor otCne-SystemHR. From June 2009 to July 2010, she served osdiroctorot Human Resources. From January 2008 to June 2009 Ms. Skeans was Director ot Finance From January 2008 to January 2008 Ms Skeans served as SrManagor.Financo. In January 2014,Mrs.Messersmith was named Chief People Gtficerot PHI OS From Auoust2018until her appointment as Chiet PeopleGfficerforPHIDS Mrs Messersmith was Senior Director HP for Cperations Total Rewards andTalentAcouisition From Januarv2013throuoh Julv 2018MrsMessersmith was HR Directorforthe PHI CenterofRestaurant Excellence From January 2008 until January 2018 Mrs ^esse^ Sirminqham Illinois until 2010and has heen hased in DallasTexas since

Chief Development Cffioer:AILItohenhurg

In Deoemher 2010.January 2014. Mr Litchenhurg was named as Chief Development Officer of PHI O S From Decemher 2010 to January 2014 Mr Litchenhuro served as Chief Development Officer of PHI. From April 2007 until his appointment as Chief Development Officer for PHI,Mr. Litchenhurg was Vice President Development for Pizza Hut, Ltd.^PHL^,aformer affiliate of PHI that was dissolved in Decemher-2011 From July 1997until April 2007, Mr Litchenhuro was senior Director of A&E for YOM. Mr. Litchenhurq has heen hased in Dallas, Texas for all of the positions discussed ahove^

Chief l^lar^etino Officer: Kurt KaneCarrie Walsh

In Fehruary 2011, Mr Kono was appointed Chief Marketing Officer of PHI From Deoomher2010to Fehruary 2011,Mr.Kane^rved as Vice President of National Marketing and Communications for PHI. From June 2008 until Decemher 2010, Mr Kane was Vice President of National Marketing for PHL. Prior to joining PHL,Mr.Kane was Marketing Direotor,Flat Parth at Frito Lay in Piano, Texas

In Novemher 2018. Ms. Walsh was named Chief Marketing Officer of PHI. O.S. in Dallas. Texas From April 2012until her appointmentasChiefMarketinoOfficerofPHIOSMsWalsh was Vice President.Marketing for PHI in Dallas.Texas. FromJune2010to Fehruary 2012.she wasSeniorDirectorofMarketino EeveraoesforPepsiCoinPurchase NY FromAuoust2009to May 2010, she was Senior Director of Marketing. SunChips for PepsiCo in Purchase. N.Y. From Novemher 2007 to Julv 2009 she was Brand Manaoer/Director SunChios for PepsiCo in Purchase,NY

PHIFOO 30432014 Chief Financial Officen-Emfique Ramirez and Treasurer: Artie Starrs

-Oftln January 1. 2011,2014. Mr. RamirezStarrs was appointednarned Chief Financial Officer of PHI. From 2010. U.S. in Dallas. Texas. He was named Treasurer of PHI in March 2014. From August 2013 until his appointment as Chief Financial Officer of PHI, Mr. Ramirez wasStarrs served as Vice President-ef- Finance for PHLPHI in Dallas, Texas. From 20022005 until joining PHL in 2010,June 2013. Mr. RamirezStarrs was the Executive Vice President of Marketing for FedEx Officeand Chief FinanciaLOEimcoL^ andJts_pmdecessor_R_aye. Reviews Cinemas. LLC in Dallas, Texas.

Chief Operating Officer: Joe Kim

In February 2013,Januarv 2014, Mr. Kim was named Chief Operating Officer of PHI, U.S. in Dallas. Texas. From Februarv 2013 to January 2014. Mr. Kim served as Chief Operating Officer of PHI in Dallas. Texas. From 1998 until January 2013, Mr. Kim held various positions with Valero Energy Corporation in San Antonio, Texas, serving as Senior Vice President — Retail Strategy and Growth from December 2012 to January 2013 and as Regional Vice President Operations — Central Region from September 2007 to December 2012.

YUM

Vice President and Treasurer: William Gathof

In March-ef 2010, Mr. Gathof was appointed as YUM's Vice President and Treasurer. From July 2005 to March 2010, Mr. Gathof served as Vice President Financial Planning for YUM. From 2003 until his appointment as Vice President Financial Planning, Mr. Gathof served as Senior Director Strategic Planning for KFCC.

Vice President - Investor Relations & Corporate Strategy: Steve Schmitt

Mr. Schmitt has been employed by YUM since 2006, serving since January 2014 as Vice President of Investor Relations and Corporate Strategy: from February 2013 as its Vice President—Investor Relations; from August 2012 to January 2013 as Sr. Director for Investor Relations; from June 2010 to July 2012 as Director Investor Relations; from December 2008 to May 2010 as Territory General Manager for KFC U.S.; and from January 2008 to November 2008 as Strategic Planning Director for KFC U.S.

Item 3

LITIGATION

Actions Involving PHI

-Pizza Hut, Inc. v. Lundv Enterprises, LLC, Marilyn Lundv, and Larry Lundv, (U.S. Dist. Ct., Tox. Caso No. 3:11 cv 00011-N, filed January 3, 2011). On July 29, 2010, PHI and Lundy Enterprises, LLC ("Lundy Enterprises"), a former franchisee, conducted mediation to resolve certain disputes between the parties. At the conclusion of tho mediation, PHI, Lundy Entorpricos and Larry Lundy, one of Lundy Enterprises' guarantorc, signed a Settlement Agreement.—in furtherance ofthe Settlement Agreement, Lundy Enterprises, PHI and Pizza Hut of America, Inc. ("PHA") signed an Asset Purchase Agreement ("APA") sotting forth the terms and oonditions pursuant to which PHI and PHA would purchase Lundy Enterprises' assets. In conjunction with

PHI FDD 3O+320.1_4 the APA, PHI and Lundy Enterprisos signed an Agroomont Regarding Franchise Agreements, terminating Lundy Enterprises' Pizza Hut Franchise Agreements and giving it a liconso to continue to oporato its Pizza Hut restaurants through the closing of the APA or its termination, whichever occurred first.—PHI subsoquontly terminated the APA and Agroomont Regarding Franchise Agroomonts according to thoir forms, after which Lundy Enterprises continued to operate its restaurants using tho Pizza Hut namo and marks.—PHI filed suit against Lundy Enterprises for Lanham Act violations, common law trademark infringement and common law unfair competition, and against Lundy Enterprises and its two guarantors, Larry and Marilyn Lundy, for breach of contract.

On January 31, 2011, the defendants filed a counterclaim claiming breaches of the Settlement Agreement and APA, a broach of the implied covenant of good faith and fair dealing by virtue of alleged deceptive practices in performing undor tho Sottlomont Agreement and tortious interference with contractual relations and prospective economic advantage. Tho defendants later filod an Amended Complaint in which they did not allege a claim for tortious interference. The defendants seek compensatory and consequential damages, attorneys' fees and costs of suit and any other relief the court deems just and equitable. Trial is scheduled to commence on April 29, 2013. PHI denies any wrongdoing and will vigorously defend against these claims.None.

Actions Involving PHI's Parent and Affiliates

In^re YUMLBraMdsJm Civ. Action No. 3:13-cv-00463-CRS. consolidated complaint filed August 5. 2013V

B.e.ainnjn,q_QD_ January 24, 2013 the following four class actions were filed in the United States DistnctjQmiA.^ its._e.x.ecutive officers: (1) Arun Bondali v. Yum! Brands, Inc., ef a/.T (U.S. Dist. Ct., Central District of California, Case No. SACV13-00117 JST(JPRx), filed January 24, 2013);={2} William A. Shader v. Yum! Brands, Inc., etal. (U.S. Dist. Ct., Central District of California, Case No. SACV13-00140 JST(RNBx), filed January 28, 2013);^ ^son Yun v. Yum! Brands, Inc., et al. (U.S. Dist. Ct., Central District of California, Case No. SACV13-00147-CJC-MLG, filed January 29, 2013)_gad (41 Corey Glaser v. Yum! Brands, Inc., et al. (U.S. Dist. Ct., Central District of California, Case No. SACV13-173-AG(ANx), filed February 1, 2043120131 The complaints all alleged claims_unde.r sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The four complaints were subsequently consolidated and transferred to the U.S. District Court for the Western District of Kentucky and captioned In re YUM! Brands. Inc. Sec. Litia. On August 5. 2013. lead plaintiff. Frankfurt Trust Investment GmbH, filed the Consolidated Class Action Complaint ("Amended CmnDlmna_onJmhalLof a putative class of all persons who purchased YUM's stock_between Februarv 6. 2012 and Februarv 4. 2013 (the "Class Period"). The Amended Complaint alleoes that, during the Class Period, defendants purportedly omitted information about YUM's supply chain in China, thereby.inflating ihe.Drices_at which, YUM's securities traded. The Amended Complaint seeks damaq.e..$.,Ln_an undMnWlamount. On October 4. 2013? YUM and individual defendants filed a motion "to dismiss the Amended Complaint. Briefing on the motion to dismiss is now complete. YUM denies liability and intends to vigorously defend against all claims in the Amended Complaint.

Beginning on January 24, 2013 the above four purported class actions were filed in the United States District Court for the Central District of California against Yum! Brands, Inc. ("YUM") and-eertain of its executive officers. The complaints allege-elaims un defections 10(b) and 20(a) ef-the Securities-Exehange Act of-1934 against defendants on behalf of a purportod-class-of-aM per-SQn&-whQ-pufGhased-or othorwiso acquired YUM's publicly traded securities hetwoon Octobor

PHI FDD 3&4320_1_4 9, 2012 and January 7, 2013, inclusivo (tho "class poriod"). Plaintiffs allege that during tho class period,- defendants-purportedly-made materially false and misleading statements concorning YUM's current and future business and financial conditionrthereby-inftating-the-pmGes-at-wNoh tho company's soouritios traded. Tho complaints seek-damages-iMfi undefined amount YUM denies liability and intends to vigorously defend against all claims in these complaints.

Bauman. derivatively on behalf of YUM! Brands. Inc. v. Novak, et al. and YUM! Brands. Inc. (Jefferson Cir. Ct.. Kentucky. NO. 13-CI-002417. filed Mav 9. 2013V

On January 24. 2013. Bert Bauman. a purported YUM shareholder, submitted a letter demanding thaLYUM's.^ breaches of fiduciary duties by directors, officers and^ fiduciary duties arisen primarily as a result of the failure to implement proper controls in connection with YUJVVs purchases of poultry from suppliers to YUM's China operations. Subseguently. similar demand letters by other purported shareholders were submitted. Those letters were referred to a special committee of the Board of Directors (the "Special Committee") for consideration. The Special Committee, upon_coMusim_QLmJnd^endent inquiry_of the matters described jn_the_letters, unanimously determined that it is not in YUM's best interests to pursue the claims described in the letters and, accordingly, rejected each shareholder's demand.

On Mav 9. 2013, Mr. Bauman filed 9 putative derivative action against certairicurrent and former Qfficers_and_directors of YUM as^itiggJireach^Hidj^^ unjust enrichment in connection with an alleged failure to implement proper controls in YUM's purchases of poultry from suppliers to YUM's China operations and with an alleged scheme to mislead investors about YUM's growth prospects in China. By agreement of the parties, the matter is temporarily staved pending the outcome ofthe motion to dismiss the In re YUM! Brands. Inc^^Sec^Litig class action disclosed directly, above. YUlVU^ieiL^ vigorously d^ in this.complaint.

In re YUM! Brands. Inc. Derivative Litigation (U.S. Dist. Ct.. Western District of Kentucky. Civ. Action No. 3:13-cv~00506-CRS. consolidated January 28. 2014).

On February 14. 2013. Jennifer Zona, a purported YUM shareholdensubmitted a demand letter similar to the demand letter described in the matter directly above relating to YUM's purchases of poultry from suppliers to YUM's China operations. On May 21. 2013. Ms. Zona filed a putative derivative action against certain officers and directors of YUM asserting violation of federal securities laws, breach of fiduciary duty and unjust enrichment in connection with an alleged faijur^toimplement proper controls in YUM's purchases of poultry from suppliers to YUM's China operations and with an alleged scheme to mislead investors about YUM's growth prospects in China. The case was captioned: Zona, derivatively on behalf of YUM! Brands, Inc. v. Novak, etal. and YUM! Brands. Inc. (U.S. Dist. Ct.. Western District of Kentucky. Civ. Action No. 3:13-cv-00506- CRS. filed Mav 21. 2013). On October 14. 2013. YUM filed a motion to dismiss on the basis o^he_Specia| Committee's Jm^ detend.aga.in5t all claims in this complaint.

On May 17. 2013. Sandra Wollman. another purported YUM shareholder, submitted a demand letter similar to the demand letters described above. After the Special Committee rejected the demand, on December 9. 2013. Ms. Wollman filed a putative derivative action against certain current and former officers and directors of YUM asserting violation of federal securities laws, breach of fiduciary duty anduniust enrichment in connection with aaaHeoed failurejo implement mtrols in YUM's purchases of poultry from suppliers to YUM's China operations and with

PHI FDD 304320:14 80a^0ed5Cheme^mi5^^ O^OR^^O^^ ^^^(OSO^Ct W^mOis^^ ^Oecem^9201^YOM denies ^bi^ in^iscompiaint

On^nu^282014^^ eonselid^edondereaptiem^^Y^^^^^^^ censelid^eda^ien was temoe^iiv staved pending the oo^^ ^YU^B^ds^^ec^geiass aetion d^ viooroosiv defend aoainst aii oiaims

AotionsAgainst Franohisees or ^oenseesBroughtm^O^^^

Otherthan the Lundv aotion disoussod ahove,noneNo^

Otherthan these actions, no litigation is reguired to he disoiosed in this item

Item^

BANKROFFCY

No bankruptcy is reguired to he disclosed in this Item.

^em5

IN^ALFEES

You must pay FHI an initial tranchise tee ot $25,000 tor each Restaurant when you sign the Location Franchise Agreement It you acguire existing Restaurants trom FHI or its subsidiaries, this initial tranchise tee will be included in the purchase price. Forany new Restaurant that you develop, you must pay the initial tranchise tee in tull before you open the Restaurant RFII earns this initial franchise tee when paid and it is not refundable under any circumstances.

OevelopmentAgreement Ifyou sign oneormoreOevelopmentAgreements todevelop new Restaurants, not in connection with an acguisition of existing Restaurants from FHI or its subsidiaries, you must pay RFII a development fee of $25,000 for each Restaurant Fhe OevelopmentAgreementwillspecifythedate bywhich the Restaurantmusthe open forbusiness Ifyou open the Restaurant bythe scheduled time,FFII will applythedevelopmentfee to the initial tranchise fee forthe Restaurant Ifyou do not open on time, FHI will retain the developmentfeelf you havenot already signedaLocation Franchise Agreementand WingStreet Oevelopment Authorization Agreement, you will sign the Location Franchise Agreementand WingStreet Oevelopment Authorization Agreement within thirty days after identifying the specific site t^^ Restaurant If you are already party toaFizza Hut, Inc Location Franchise Agreement, then within thirty days after you have obtained all necessary approvals tor the development of the Restaurant, FHI will amend the LocationFranchise Agreement to add the newly developed Restaurant The development fee is not generally refundable Fiease refer to the Oevelopment Agreementattached as FxhibitKtothis Oisciosure Oocument

p^ Foo 20^0^ to 20432^4 Oev^opmeot ^ceohve Program. From Oooombor 25. 201224 2013 trough Oeoombor 23, 201322^2^ ^o"Torm^ wo w^o^orn^ togoa^ying ox^ing Pizza H^franohisoos Togua^ staring undor ^ franohiso ag^ GrowfhBaohiovodhy oponing moronowiydovoiopod units (for whioh i^^^^ paid)(oaoha"NowUnif) during fhoTorm than fho franohisoo oiososand/or(ii)oponaNowUn^ duringfhoTormfhafropiaoosan existing unit, sorvosthofunofionaiiyoguivaionffradoaroa and tho oase otaroiooation,is opened within 60 days afferthe existing unit oiososor^in tho oase ofa sorape and rehuiid at the same iooation, is opened within 00 days after the existing restaurant oioses (an "Off set Unit") Ouaiitying franohisees wiii he entitled to the foiiowing inoentives for eaoh New Unitand/orOffset Unit (hut oniytotheextentand suhjeotto the limit ofthe franohi^^ Net Positive Unit Growth), as appiioahie: (i) an advedising oredit eguai to $40,000^ taken against amounts payahle for iPHFHA dues); and (ii)aoashinoentive payment of $40,000 from PHI

Purchasing Easting Restaurants, if you are purchasing one or more existing Restaurants trom PHi or its suhsidiaries, you wi^ suhstantially the form attached as ExhihitEThe purchase price you wiii pay will heanegotiated amount,which is typically related to the historical cash fiows from the Pestaurant(s)soid,and includesthe$25,000 per Restaurant initial franchise fee(descrihed ahove),as well as the vaiue of the Restaurants eguipment, signs and inventoryThepriceofanyleaseholdorotherreal property interests relating to the Restaurant will typically he an additional amount You will he reguired to payanon-refundahle exclusivity fee ("Deposit") which will vary in amount depending on the size of the transaction for the exclusive right to pursue the acguisition of the existing Restaurants Oeposits in the past have ranged from $20,000 to $600,000 hut typically represent12% of the price of the transaction Phe Deposit will he refunded if certain conditions stated in the ASA are not met and the transaction is terminated, at which point PHI will he free to negotiate the sale of the Restaurants to other parties. If you proceed with the acguisition, the entire Deposit will he applied toward payment of the purchase priceD

Ifyou acguire existing Restaurants from PHI oritssuhsidiaries, you will also he reguired to sign the WingStreet Development Authorization Agreement (Pxhihit M) The WingStreet DevelopmentAuthorizationAgreementwillgiveyou the right hut not the ohligation to add WingStreet to the Restaurant. You may also he reguired to sign Development Agreements that would ohligate you to develop new Restaurants with WingStreet or add WingStreet to some or all of the Restaurants If you are reguired to develop new Restaurants with WingStreet, you will he reguired to pay PHI $50,000 in development fees for each Restaurant at the time you purchase the Restaurants. If you openanew Restaurant hythe scheduled time,PHI will apply $25,000 of the development fee to the initial franchise fee that would othen^ise he due to PHI and PHI will refund to you the remaining $25,000 of the development fee If you fail to open the new Restaurant hythe scheduled time, PHI will retain the entire $50,000 development fee and will he freetodevelopthearea or to franchise it toathird party Please refer to the Development Agreement attached as Exhihitiyi to the ASA (PxhihitP)

If you acguire existing Restaurants from PHI oritssuhsidiaries,you will pay the purchase price hetore transfer and generally at the time you sign the franchise documents. The Restaurant eguipment,inventory,andsignsaregenerallysoldin"AS IS" condition. The total purchase price you will pay in this type of transaction will vary depending onanumherot factors, includingthe historical tinancial performance of the Restaurants, their age, and location In past transactions, the purchase priceforRestaurantshasgenerallyrangedfromalowot$265,000,plus the net

P^FOO^O^O^ 1t book valoe of the equipment Your payments in oonneotion with this type of transaction are not refundable.

Oevelopment Servioes. An affiliate of P^ inoiuding site feasibility, design permit expediting and oonstruotion management se^ You are notreguiredtouseYRSCs servioes. Ifyou wish to useYRSCs development servioes, YRSG and you will sign the Pizza Hut Oevelopment Servioes Agreement (seeExhibitF) under whioh YRSG(or its designee)will provide servioes,forafee. YoumayohoosetohaveYRSG(or itsdesignee)provide: a)Real Pstate Servioes,ataoostof$12,000 forafreestanding Restaurant or$t0,000foraninline/endoap Restaurant; h)Gonstruotion Servioes,ataoost of $20,000 fora freestanding Restaurant or$15,000 for an inline/endoap Restaurant; or,o),hoth the Real Estate ServioesandtheGonstruotion Servioes foratotal oost of $32,000 forafreestanding Restaurant or $25,000 for an inline/endoap Restaurant. Phese servioes are desoribed below.

The Real Pstate Servioes currently available through YRSG are the following:

1. Site Selection: YRSG (or its designee) willconductatradeareaanalysis and sourceasite location withinaspecified trade area,negotiateapurchase contract or lease on your behalf, prepareasitesuhmittal package and pursue YRSG's corporate approval of the site

2. Feasibility: YRSG(or its designee) will coordinateaconstruction,zoning and on-site analysis of the property;recommend,order and endeavor to obtain approval ofasite sketch; recommendahuilding type and eguipment package; and,developaproject budget and schedule.

The Gonstruction Services currently available through YRSG are the following:

1. Design: YRSG(or its designee) will coordinate andreviewgeotechnical and environmental soils testing,coordinate the completion and review of an ALTAsurvey,manage the architect, civil engineerand other consultants in preparing plans and specificationsforthe permitting and construction and prepare and monitoraproject schedule for completion of the design activities

2. Permitting: YRSG(or its designee)will coordinate utility company plan submittals, submit all applicable permit applications, arrange for representation at municipal/publichearing^^ manage consultant activities such as traffic engineers, attorneys and permit expediters, prepare and monitor the project schedule for completion of permit activities, resolve title, soil and surve issues and close transaction, including recordation and obtaining title insurance.

3. Gonstruction Management: YRSG (or its designee) will recommend general contractors,conductthebidprocessandrecommendawinning bidder, secureaconstruction contract, communicate construction start date to applicable parties, supervise the construction for conformance, keepyou informedotconstruction progress, conduct periodic siteinspections, reviewchangeordersand payment reguests, coordinatedelivery and eguipment installation, prepare preliminary punch list and final punch list process and assist in close out activities.

Additional development services are available fromYRSG at an hourly rate.You must also pay for all associated costs including, for example, soil tests, survey costs, architect, civil engineer andconsultant costs, utility and permit fees and deposits,etc.,and YRSG's (or its designee's)expenses tor postage and handling of documents,transportation in connection with

P^FOO^O^O^ 12 out-of-town travel, long distance calls and faxes, filing and administration fees, data processing and photographic reproduction techniques and, if you authorize overtime, overtime work rates.

Item 6

OTHER FEES

m (21 (31 (41 AMOUNT DUE DATE 1 TYPE OF FEE REMARKS

Monthly Service Fee** 6.0% of "Gross Sales" Payable monthly by the "Gross Sales" means all revenue (6.5% of Gross Sales 20th day of the next received at franchised Restaurants, under certain month excluding only sales taxes. circumstances)2

Taxes As levied by tax As incurred and upon Includes all sales taxes, personal authorities demand property taxes, excise taxes, value added taxes and similar taxes on account of services or goods provided by PHI. Among other things, this includes taxes related to collection by PHI of Initial Franchise Fees, Monthly Service Fees, or other fees. National Advertising 7 2.5% to 3% of Gross Same as monthly service You must contribute 2.5-3% of your Sales fees Gross Sales for National Advertising. While the Advertising Committee Agreement is in effect, PHI will credit the dues you pay to the International Pizza Hut Franchise Holders Association ("IPHFHA") against your National Advertising obligation (if the dues IPHFHA assesses are at least 2% of Gross Sales). IPHFHA Dues7 2-3% of Gross Sales Established by You must belong to IPHFHA and pay (set by franchisees) franchisees the dues it assesses its members while Currently 2.5% the Advertising Committee Agreement is in effect. PHI will credit the dues you pay to IPHFHA toward your National Advertising obligation. Local Advertising 7 The difference between Must be expended Can be redirected by PHI to local 4.25% of your Monthly monthly, based on advertising cooperative. Gross Sales and the previous month's sales required National and confined to Advertising Contribution broadcast media rate. Cooperative Advertising7 The difference between Same as monthly service If required, supersedes local 4.25% of your Monthly fees advertising expenditures.^ Gross Sales and the required National Advertising contribution rate. Software Training Fee^ $1,500 plus As incurred Training at your location will cost Travel and living $1,500 for up to 4 days. expenses

PHI FDD SMZgQU 13 (^ (^ ^ ^ 1 FEOFFEE AMOUNT OUEOATE REMARKS1

Software Maiotenaoo^ Currently ^600 per Twelve Monthly ^ills For software support, ongoing menu Sopport Fee^ year per unit for all maintenance,helpdesk services listed in the far enhancements and research and right column (PHI may development which PHI reguires or increase this fee as provides needed) Training Reasonahle publication, As incurred PHI provides one set ofthe mandatory preparation and paper based training materials per administrative fees(set Restaurant (which do not include byPHI) e learning or the blended approach)^ you must pay for replacement copies, all optional training materials and other incidental costs, including hardware and licensing costs, if applicable, for on line or computer training Additional Materiais Reasonable publication, As obtained PHI provides one copy of the Manual preparation and per Restaurant free^ you must pay administrative fees (set PHI^s uniform fee for extra copies by PHI) inspection andTesting $0to$50,000, When PHI reguests PHI need not inspect or testasupplier Costs (if paid by you) depending on the you propose until PHI is satisfied that product(costs include you or the supplier will pay all costs salaries of PHI^s associated with the inspection and employees, travel costs, testing of the proposed supplier and of and laboratory charges) samples of their products(see Item 8) Audit Costs of audit 5business days after You must reimburse costs only if Interest on billing underpayment is 2% or more of underpayment, not amount due You must pay interest on greater than maximum all underpayments legal rate Employee Piracy Oouble the annual Upon hiring Applies to employees of PHI, you and compensation of otherfranchisees employee involved, pius costs and attorneys' fees Late Charges As set by PHI (currently As incurred Oue if you do not pay PHI any amount per month), but you owe within the time allowed. not greater than maximum le^al rate Unauthorized Closure Oouble the past year's Atthetimea franchised Charged when the Restaurant closes monthly service fee Restaurant is closed without PHI consent without PHI's consent Relocation Maximum $25,000 At time replacement unit PHI may waiveaportion of the initial opens franchise fee if replacement unit is openwithint2 months after existing restaurant closes Transferee $2,500 plus an Attimearequestfor Charged when there isatransfer of additional $250 per unit transfer is made agreement or transfer of your transferred ownership

1 None ofthe fees payable to PHI or its affiliates are refundable.

2 If state law does not allow you to pay PHI a percentage of alcoholic beverage sales, then you must pay PHI 6.5% of all sales except sales of alcoholic beverages.

PHI FDD 204320.1.4 14 3 If you are a member of an advertising cooperative, you will be permitted to vote on the expenditure of the cooperative's advertising funds.

4 See Item 11 for a complete description of the Computer System and your obligations concerning it.

5 All advertising cooperatives are organized on a one-store/one-vote basis, so PHI controls the vote in all cooperatives in which it owns a majority of the units. Nevertheless, the contribution level to each cooperative is fixed, and cannot be increased without the consent of an affected member.

6 The monthly service fee is payable to PHI and is non-refundable.

7 PHI and its franchisees have agreed to restructure the allocation of advertising contributions and expenditures during calendar years 2012, 2013 and 2014. During 2012, 2013 and 2014, the National Advertising Contribution rate described above will be 4% and the required local advertising expenditure rate will be .25%.

All of the above fees, except for IPHFHA Dues paid to IPHFHA and Cooperative Advertising paid to local co-ops, are payable to PHI or its affiliates and are all collected for the benefit of PHI.

Item 7

ESTIMATED INITIAL INVESTMENT

YOUR ESTIMATED INITIAL INVESTMENT*

Purchase of Existing Restaurant

(1) (2) (3) (4) (5) Type of Expenditure Amount Method of When Due To Whom Payment Payment Must Be Made Initial Franchise Fee $ 25,000 Lump Sum At time of PHI acquisition close Development Fees 11 Varies Lump Sum At time of PHI or its acquisition Subsidiaries close and Affiliates Equipment, Signs, and $ 200,000- Lump Sum At Closing PHI's Inventory $1,000,000 or Subsidiary or more Affiliate Any Leasehold or Other Varies Varies At Closing PHI's Real Property Interests Subsidiary or Affiliate Total Purchase Price $ 225,000 -$1,025,000 or more

If you acquire existing Restaurants from PHI or its subsidiaries, the purchase price you pay for each Restaurant will be a negotiated amount and will include the $25,000 per Restaurant initial fee, as well as the price for the Restaurant's equipment, signs and inventory, which will vary based on the Restaurant. The price of any leasehold or other real property interests will typically

PHI FDD 2m320.1_4 15 be an additional amount. You will be required to pay a non-refundable exclusivity fee ("Deposit") which will vary depending on the size ofthe transaction. Past Deposits have ranged from $20,000 to $600,000 and typically represent 1-2% of the price of the transaction. The Deposit will be refunded if certain conditions stated in the ASA are not met and the transaction is terminated, at which point of PHI will be free to negotiate the sale of the Restaurants to other parties. If you proceed with the acquisition, the entire Deposit will be applied toward payment of the purchase price. In order to acquire existing Restaurants you will be required to sign an ASA in substantially the form attached as Exhibit E. See Item 5.

New "Red Roof Dine-In Restaurants 12

(1) (2) (3) (4) (5) Type of Expenditure Amount Method of When Due To Whom Payment Payment Must Be Made Initial Franchise Fee11 $ 25,000 Lump Sum Before PHI Restaurant opens or when Development Agreement signed Development Services Varies Lump Sum Within 30 days YRSG Fee1 of receipt of invoice from YRSG Development Fees 11 Varies Lump Sum At the time of PHI or its signing Subsidiaries Development and Affiliates Agreement11 Equipment $ 225,000- Lump Sum When Vendor2 $ 450,000 Acquired2 Opening Inventory $ 4,000- Lump Sum When Vendor2 $ 8,000 Acquired2 Smallwares $ 25,000- Lump Sum When Vendor2 $ 50,000 Acquired2 Building and Site $ 540,000- Varies Varies Varies Improvements $1,500,0003 Land Variess Varies When Acquired Seller/Lessor Delivery Vehicles 4 4 4 4 Computers5 $ 15,000- Lump Sum When Acquired PHI or Vendors $ 30,000 Additional Funds (3 $ 5,000- As Incurred As Incurred Employees, months)6 $ 20,000 Utilities, and Suppliers Miscellaneous7 $ 10,000- As Incurred As Incurred Employees, $ 22,000 Utilities, and Suppliers Start-up "Other"9 $ 3,000- $ 4,000 Total10 $ 852,000- $2,109,000

PHI FDD 204320.14 16 New Freestanding "Delco" Delivery/Carryout Restaurants

(1) (2) (3) (4) (5) Type of Expenditure Amount Method of When Due To Whom Payment Payment Must Be Made Initial Franchise Fee11 $ 25,000 Lump Sum Before PHI Restaurant opens or when Development Agreement signed. Development Services Varies Lump Sum Within 30 days YRSG Fee1 of receipt of invoice from YRSG Development Fees11 Varies Lump Sum At the time of PHI or its signing Subsidiaries Development and Affiliates Agreement11 Equipment $ 125,000- Lump Sum When Vendor2 $ 200,000 Acquired2 Opening Inventory $ 4,000- Lump Sum When Vendor2 $ 8,000 Acquired2 Smallwares $ 15,000- Lump Sum When Vendor2 S 22,000 Acquired2 Building, and Site $ 325,000- Varies Varies Varies Improvements $525,0003 Land Varies3 Varies When Acquired Seller/Lessor Delivery Vehicles 4 4 4 4 Computers5 $ 15,000- Lump Sum When Acquired PHI, its $ 30,000 Affiliates, or approved Vendors Additional Funds (3 $ 5,000- As Incurred As Incurred Employees, months)6 $ 20,000 Utilities, and Suppliers Miscellaneous7 $ 10,000- As Incurred As Incurred Employees, $ 22,000 Utilities, and Suppliers Advertising8 $ 18,000- As Incurred First 18 Weeks Media, $ 25,000 Suppliers Start-up "Other"9 $ 3,000- $ 5,000 Total10 $545,000- $882,000

PHI FDD 304320.1.4 17 New Inline/Endcap "Delco" Delivery/Carryout Restaurants

(1) (2) (3) (4) (5) Type of Expenditure Amount Method of When Due To Whom Payment Payment Must Be Made Initial Franchise Fee11 $ 25,000 Lump Sum Before PHI Restaurant opens or when Development Agreement signed. Development Services Varies Lump Sum Within 30 days YRSG Fee1 of receipt of invoice from YRSG Development Fees11 Varies Lump Sum At the time of PHI or its signing Subsidiaries Development and Affiliates Agreement11 Equipment $ 135,000- Lump Sum When Vendor2 $ 175,000 Acquired2 Opening Inventory $ 4,000- Lump Sum When Vendor2 $ 8,000 Acquired2 Smallwares $ 12,000- Lump Sum When Vendor2 $ 18,000 Acquired2 Building and Site $ 165,000- Varies Varies Varies Improvements $200,000^ Leasehold Interest Varies3 Varies When Acquired Lessor Delivery Vehicles 4 4 4 4 Computers5 $ 15,000- Lump Sum When Acquired PHI, its $ 30,000 Affiliates, or approved Vendors Additional Funds (3 $ 10,000- As Incurred As Incurred Employees, months)6 $ 20,000 Utilities, and Suppliers Miscellaneous7 $ 10,000- As Incurred As Incurred Employees, $ 22,000 Utilities, and Suppliers Advertising8 $ 0- As Incurred First 18 Weeks Media, $ 25,000 Suppliers Start-up "Other"9 $ 3,000- $ 5,000 Total10 $ 379,000- $528,000

PHI FDD 304320.14 18 New Inline/Endcap "Delco Lite" Delivery/Carryout Restaurants

(1) (2) (3) (4) (5) Type of Expenditure Amount Method of When Due To Whom Payment Payment Must Be Made Initial Franchise Fee11 $ 25,000 Lump Sum Before PHI Restaurant opens or when Development Agreement signed. Development Services Varies Lump Sum Within 30 days YRSG Fee1 of receipt of invoice from YRSG Development Fees11 Varies Lump Sum At the time of PHI or its signing Subsidiaries Development and Affiliates Agreement11 Equipment $ 100,000- Lump Sum When Vendor2 $ 125,000 Acquired2 Opening Inventory $ 4,000- Lump Sum When Vendor2 $ 8,000 Acquired2 Smallwares $ 10,000- Lump Sum When Vendor2 $ 14,000 Acquired2 Building and Site $ 125,000- Varies Varies Varies Improvements $ 175,0003 Leasehold interest Varies3 Varies When Acquired Lessor Delivery Vehicles 4 4 4 4 Computers5 $ 15,000- Lump Sum When Acquired PHI, its $ 30,000 Affiliates, or approved Vendors Additional Funds (3 $ 5,000- As Incurred As Incurred Employees, months)6 $ 10,000 Utilities, and Suppliers Miscellaneous7 $ 10,000- As Incurred As Incurred Employees, $ 22,000 Utilities, and Suppliers Advertising8 $ 0- As Incurred First 18 Weeks Media, $ 20,000 Suppliers Start-up "Other"9 $ 3,000- $ 5,000 Total10 $ 297,000- $ 434,000

* None of the expenditures shown on the tables above are refundable.

1 If you use YRSG's services, you will pay YRSG a fee that varies depending on the number and type of services provided and includes any reimbursable fees, costs and other expenses as provided in the Pizza Hut Development Services Agreement. These amounts are based on

PHI FDD 304320.14 19 YRSG^ou^ent programs and^ Agroomont Soo^om^

^ Su^oot to oroditroguiromonts, some vendors may roguiro payments invoioodato.

I^and, biding, and site improvement oosts vary doponding upon location and building, and on whether the iand and huiiding are owned or leased. The typioal numher of sguare feet reguired for Restaurants is 2,000-4,000 fora ^Red Roof^ Oineln Restaurant, 1,4001,^00 fora^Oeloo^Oelivery/Oarryout Restaurant and 1,000 1,200 fora^OelooOte^ Oelivery/Carryout Restaurant. ^ Restaurants offering delivery are not reguired to provide delivery vehicles (they may rely on employee owned vehicles^ If you aoguire your own vehicles, oosts will vary depending upon the type of vehicle and whether it is owned or leased.

5eeltem11 foracomplete description of the Computer System and your ohligations concerning it ^ This is an estimate of your initial startup expenses,taking into account thataRestaurant is essentiallyacash husiness. These funds consist of preopening expenses (including trainings initial employee wages, insurance premiums, licenses, permit costs, recruitment, and other variahlecosts(suchasinitialutilityhills,paper products,and cleaning and other supplies^. These figuresareestimates, and wecannotguarantee thatyou will not haveadditionalexpenses starting the husiness. Your actual costs will depend on manyfactors,such as^your management sldll, experience, and husinessacumen^ local economic conditions^ local marl^etconditions^ prevailing wage rates in your community^ competitions and the sales level reached in the period covered.

lyiiscellaneous costs consist of pre opening and grand opening expenses, such as training, utility deposits, restaurant set up, etc. ^ RHI recommends ant^weel^ advertising campaign to drive sales from new ^Oelivery^ and^Delco^ restaurants. Theadvertisingcampaign isnot reguired, hutRHI helieves that it effectively increases sales. This figure excludes national and co op dues. ^ Start-up^Cther^costsconsistofnewunitofficesupplypacl^age,banners,forms,and uniforms.

10 Cn those costs that are not fixed, PHI does not expect your costs to increase heyond inflation in the relevant industry segment unless the suppliers costs increase due to shortages, catastrophes, strides, Acts of Cod, or other causes heyond the suppliers control ^ If you sign one or more Oevelopment Agreements for new Restaurants, not in connection with an acguisition of existingRestaurantsfromRHIor its subsidiaries,youmust pay PHIa development fee of ^25,000 for each Restaurant The Oevelopment Agreement will specify the date by which the Restaurant must be open for business. If you open the Restaurant hythe scheduled time,PHI will applythedevelopmentfee to the Initial Franchise Fee forthe Restaurant Ifyou do not open on time,PHIwill retain the development fee and will be free to develop the area

PHI FOO 304320^ 20 orto ^anohise toathird party.^ tho Oovolopmont Agroomont attao^

Ifyou purohasooxisting Restaurants from PHI or its suhs^ develop now Restaurants, you will ho roguirod to pay PHI ^50,000 In develops new Restaurant location atthe time you purohase the Restaurants. Ityou open the Restaurant hy the scheduled time,PHI will apply onehalt otthe development tee to the Initial franchise tee^ would otherwise he due and PHI will refund to you the otherhalfotthedevelopmentfee.Ifyou fall to open the Restaurant hythe scheduled time,PHI will retain the entire development tee and will he free to develop the area or to franchise It toathird party Please refer to the Oevelopment Agreements attached as PxhlhltiyiandNto the ASA (PxhlhltP^

^ ^RedRoof^ restaurants Include^PndCap^Olne-ln restaurants that meet the minimum Srand Standards, as well as freestanding Olne ln restaurants.

PHI relies on Its 50 plus years of experience to compile these estimates. You should review these figures carefully with a husiness advisor hefore you decide to purchase the franchise. Asamatter of pollcy,PHI does not offer financing directly or Indirectly for any part of the Initial Investment Your ahlllty to ohtain financing will depend onanumherot factors,such as the general avaiiahility of financing, your credit worthiness, collateral you may have, and lending policies of Individual financial Institutions. These estimates do not Include any finance charges, Interest, or deht service payments

Item^

RESTR^P^NSCNSCOROES

Reouired Purchases

Since PHI does notdlrectly sell to franchisees anytood supplies,Ingredients or eguipment for use In the operation of Restaurants, you will not he reguired to purchase any of these Items from PHI. Neither PHI nor any of PHI s affiliates Is an approved supplier or the only approved supplier ofany product or service that franchisees are reguired to purchase or lease.

Phe location Franchise Agreement reguires that you ^oln the Pizza Hut National Purchasing Co-op, Inc. (the T^izza Hut Oo-op^ Purchasing Co^opR^urantSuoolv Chain Solutlons ^C^^PPCRSCS^^^^ the PizzaHut Coop,you must purchase virtuallyall goods andegulpment you use inyour Restaurants, with some exceptions, through the purchasing programs of t^PPCRSCS and the PizzaHutCoop Seehelowinthis Item^under the heading unified Foodservice Purchasing Co^pRestaurant Supply Chain Solutions LLC^ for more information

Cther Products

You must huy all food supplies, ingredients, packaging, and eguipment, as well as any other item used in the construction and operation ofaRestaurant, from suppliers approvedhy PHI. I^lany otthe ingredients and food supplies usedin the operation ofaRestaurant were developed specifically tor PHI and are proprietary and availahle only from PHI s approved suppliers Although PHI generally tries to have more than one approved supplier tor every item, that is not currently possible for some items. You may not use any item hearing the trademark

PHIFOO^O^O^ 2t ^zaH^oranyofPH^o^erm^ 50pp^5 CO^Orm^PH^5t80da^5

Approva^O^approv^ of Sopors

PHI has estab^hed procedores for the approve and d^ pohlishes an approved hrands list, whioh is regularly updated and dist^ You may recommend new suppliers and additions to, or deletions from, the approved hrands list. If you wish to use any unapproved supplier, or wish to purchase an approved supply from an unapproved suppller,you must first suhmit to PHIawritten reguest for approval (or reguest the supplier itself to do so^. PHI will consider all reguests and will try to advise you of its decision in writing within 45 days after receipt of the fully documented reguest. PHI is not reguired to inspect ortest any unapproved supplieryou propose until PHI is satisfied that all costs associated with the inspection and testing of the proposed supplier and of samples of their products (including the salaries of PHI^s employees,travel costs,and lahoratory charges^ will hepaidhy you or the supplier(see Item PHI may reguestthat its representatives he permitted to inspect the suppliers facilities and that samples ofthe supply he delivered,at PHI^s option,eitherto PHI orto an independent, certified laboratory designated hy PHI for testing PHI also may,at its option, reinspect thefacilitiesand productsof any approved supplier at any time, and may revoke approval upon the suppliers failure to continue to meet any of PHI^s criteria. PHI is not reguired to approve any supply or supplier. PHI has estahlished guality standards and/or specifications for thefood, paper goods, packaging, point of sale maters and other goods and supplies which are used in the operation of the Restaurants.

Aoorovai/OisaoorovaiofOistributors

PHI has estahlished procedures forthe approval of distributors,and also puhlishesalist of approved suppliers, distributors and brands You may only purchase approved products from or through approved distributors If you wish to purchase any approved items from or through an unapproved distributor, you must first submitto PHI a written reguest forapproval ofthe distributor. PHI may reguest that its representatives he permitted to inspect the distributors facilities. PHI also may reinspect tbe facilities of any approved distributor at any time, and may revoke approval upon the distributor s failure to continue to meet any of PHI^s criteria PHI is not reguired to approve any distributor.

No officer of PHI owns an interest in any approved supplier. PHI provides you with no material benefits (such as granting additional franchises^ based on your use of designated or approved sources.

McLane

PHI is party to an agreement with McLane, which authorizes lyicLane to be the distributor of substantially all otthe products used or sold by PHI and its subsidiaries and affiliates in their retail outlets through Oecemher 3t,20t^. l^cLane is the principal distributor tor the Pizza Hut system, ^hen you purchase an existing Pestaurant from PHI, you may elect to purchase from McLane,by signingadistribution agreement with lyicl^ane. underthis agreement,you would purchase from lyicl^ane most of the proprietary and non-proprietary food and restaurant supplies needed foroperation ofa Pestaurant. Ouringthe term of PHIs agreementwith McLane, ^PPC^^ (which is descrihed in more detail below^, negotiates the price and other purchase termsof mostoftheproprietary and non-proprietary food, eguipment, supplies, smallwares,

P^FOO20^O^ 22 uniforms beverages prom^ and sold by McLane.

Pep^-Cola Company

PHI isa^oaparty to an agreement witb tbe Pepsi-Cola Company^ PHI bas agreed, witb some exceptions, to serve only sott drinks licensed by Pepsi and/or by tbe Pepsi/LiptonTea Partnership ^Partnerships tbroogb tbe earlier ot December 31,20^ dateoponwhichallcompany-ownedandtranchised Pizza Hot restaorants collectively porchasea total ot^O million Callons. It yoo areanew tranchisee or yoo porchase an existing Pestaorant trom PHI, yoo most sign a Pepsi Cola leverage Soppiy and l^arl^eting Agreement and Amendment, tender this agreement,yoo may sell only prodocts licensed by Pepsi and/or the Partnership, sob^ecttocertalnexceptions Phetermsot yoor contract with Pepsi will been sobstantlallythe same terms as PHI^scontract.

Ho^bes Network SvstemsDincD

It yoo are a new tranchisee or yoo porchase an existing Pestaorant trom PHI, Its sohsidiaries or atflllates, yoo most sign a Sobscrlber Agreement tor 2 ^ay broadband CommonlcatlonsServices with HoghesNetworl^Systems, Inc.,that provides commonication services to the Restaorants (See ExhibitPto the ASA, which Is attached as Exhibit P^.

^ui^Crder^nc^

Ityoo are a new tranchisee or yoo porchase an existing Pestaorant trom PHI, Its sohsidiaries or atfiliates,yoo most sign an agreement with ^ol^Crder,lnc.(See PxhibltCto the ASA,which Is attached as Exhibit P^ tor certain services related to internet ordering trom the Restaorants

8ene^stoPHi

PHI does not directly derive any revenoe trom approved soppliers asaresolt ot sales to yoo. PHI does not receive lower prices, rebates, discounts or any other material consideration trom soppliers becaoseotporchases by yoo. I^PPCRSCS negotiates porchase arrangements with soppliers ot most prodocts periodically tor the motoal benetit ot PHI, Its affiliates, and all franchisees and licensees who boy throogh ^PPCRSCS (see below for more detail)

Yoor regoired porchases from PHI approved soppliers are estimated to be approximately 30% otthe total expenses yoo will Incor to establish and operate yoor Restaorant. unified EoodservicoPorcbasinoCo-op^^CRestaurant Soppiy Chain Soiotions^LE^

Porchasing activities fortood, packaging and egoipment osed In the Pizza Hot system are condoctedorlmarllvthrooob^PPCRSCS Phemembersof^PPCRSCSarethe Pizza HotCo oo which Is described in more detail below, and similar co-ops of PHI^s sister companies and their franchisees (^ECNationalPorchasingCoop, Inc andPaco Sell National Porchasing Coop, Inc.^ Ey contract, I^PPCRSCS also provides porchasing programs and program management services torA^ National Porchasing Co op, Inc and l^ong^ohn Silvers National Porchasing Co op, Inc (which are, together with the Pizza Hot Co op, i^EC National Porchasing Co op, Inc andTacoEell National Porchasing Coop, Inc,collectivelyreferredto below as the ^Concept Coops^. Eecaose^PPCRSCS isashared resoorce organization,allocation costs and soorcing

^^002^320^ 23 ^esa^ho^eto^eP^ Nations Porohasing Co o^ ^ohn Sixer s National Porohasing Co op^no.ohooso to tor^^ with^PPC^C^ ^PPC^^ and tho Oonoopt Co ops aro organic in aooordanoo with fodoral tax laws relating to ontitios operating onaoooporativo hasis. In aooordanoe with those laws, eaoh ConoeptCoop has historioally distrihoted sohstantially all of itsnet inoome not regolredforwori^ingoapitalorreservesto its mernhers eaoh year asa^patronagedividendB ^PPCPSCSaotsasaporohasing agent for the Conoept Coops and is the explosive porohasing agent for the Pizza Hot oorporate and franohised Restaorants in the united States.

The Pizza Hot Coop was formed to allow PHI and its franohisees to oondootaporohasing program throogh t^PPC^^ The Pizza Hot Coop isamemher of ^PPCPSC^ and operates asaoooperativeonderSohohapterTofthe Internal Revenoe Code. I^PPCRSCS and the Pizza Hot Co-op are not affiliated with PHI and hoth are organized and operated independently from PHI. However^PHIisastool^holder memher ofthe Pizza Hot Coop and is entitled to eleottwo^ memhers of the Pizza Hot Co op Poard of Oireotors.

The Pizza Hot Coop is governed hyaSoard of Oireotorsoonsisting of eight ^^voting memhers plos the President of ^PPC^C^, who isanonvoting ex offioio memher. Franohisees who are stool^holder memhers are entitled to eleotsix^^ memhers of the Pizza Hot Co op Ooard of Oireotors as follows^ There are foor^geographio regions,with one^dlreotoreleotedhy franohiseesfrom eaoh region. There is one^^atlarge direotoreleoted hy all franchisee memhers located in the foor^geographio regions of the Pizza Hot Co^oo,and there is one^) director electedhyNPC International, Inc, which IsPHI^slargest franchisee with over 1000 restaorants.PHI is entitled to elect two^^ memhers ofthe Ooard Two directors ofthe Pizza Hot Co-op have heenrepresenting the franchisee memhers are appointed as voting directors of the ^PPC^C^OoardofOirectors

The Location Franchise Agreement regoires that yoo ^oin the Pizza Hot Coop Yoomost hoyfrom the Pizza Hot Co op one share of^ iyiemhership Common Stoc^(corrently priced at ^10^, plos one share of ^Store Common Stoc^ for each traditional and two non-traditional Pizza Hot restaorants that yoo own and operate (corrently priced at ^400 per shared. If yoo later sell some or all of yoor Restaorants^or otherwise hecome ineligihle for memhership^yoo may not sell ortransfer yoor shares to third parties,althoogh the Pizza Hot Coop may redeem yoor shares of Store Common Stools at yoor original porchase price and, if yoo hecome ineligihle for memhership, will redeem yoorshare of memhership Common Stoc^for^lO.

Yoor memhership in the Pizza Hot Co-op maizes yoo eligihie to participate in ^PPCR^C^^sporchasing programs Onder the bylaws of the Pizza Hot Coop, while voo area memher,yoo most porchasevirtoally all goods andegoipmentyoooseinyoor Restaorants throogh the porchasing programs of I^PPCRSCS and the Pizza Hot Coop except forthe following^

^ yyheret^PPCRSCS or the Pizza Hot Co-op agrees in advance in writing that yoo need not porchase the particolar item or category throogh ^PPCRSC^^

D ^here yoo determine in good faith, after giving written notice to I^PPCRSCS (or it advance notice is impractical, hy giving notice to OFPCRSCS as soon as possihle^, thatl^PPCRSCScannot meet yoor regoired volomeof soppiy ota specific item or category tor particolarRestaorant(s) or that ^PPCRSCS cannot

^^0030432^ 24 meet previously established quality standards for particular goods or equipment; or . Where you determine in good faith, after giving written notice to UPRGRSCS (or if advance notice is impractical, by giving notice to UFPCRSCS as soon as possible), that WPPGRSCS's purchasing policies or procedures for the particular item or category present a material business risk to you (because of UFPCRSCS's volume, hedging or similar commitments, arrangements or policies) which you are unwilling to assume.

In addition, UFPCRSCS and the Pizza Hut Co-op may collect sourcing fees directly or indirectly (from distributors or suppliers) from each stockholder member to fund the purchasing programs and services of UFPCRSCS and the Pizza Hut Co-op.

For additional information about WPPGRSCS and the Pizza Hut Co-op, contact Ron Burks UFPCRSCS's Senior Vice President and General Manager of the Pizza Hut Co-op, 7100 Corporate Drive, Piano, Texas 75024 at 972/338-7700, and request a copy of the "Membership Information Packet" for the Pizza Hut Co-op.

Computer Svstem You must acquire and use the Computer System or another computerized point-of-sale system and accounting software approved by PHI in the operation of your Restaurants. See Item 11.

Upgrading Requirements If you acquire existing Restaurants from PHI or its subsidiaries, then under the terms of the Location Franchise Agreement, you must upgrade your Restaurants in accordance with a specific schedule. See Item 1 for a brief description ofthe four upgrade categories, the conditions under which each type of upgrade may apply and an estimate of their costs. The following is a fuller description of the four types of upgrades:

. Relocation - relocation of a "Red Roof dine-in Restaurant to a new location and building within the same trade area consistent with PHI's then-current standards and specifications or in accordance with plans you submit and PHI approves. A Relocation is intended to make the "Red Roof dine-in Restaurant new, bigger (if warranted), more convenient and more accessible, or to adapt to a change in neighborhood necessitating a more desirable location. A Relocation involves a better site location, a bigger parking lot (if warranted), a new exterior and interior image, drive-through capacity (as permitted), delivery capacity and a high-volume kitchen.

• Rebuild - complete rebuilding of an existing "Red Roof dine-in Restaurant at the same location consistent with PHI's then-current standards and specifications or in accordance with plans you submit and PHI approves. A Rebuild is intended to make the "Red Roof dine-in Restaurant new and bigger (if warranted). A Rebuild includes a new building, new exterior and interior image, drive-through capacity (as permitted), delivery capacity and a high volume kitchen.

• Remodel - a substantial renovation to an existing "Red Roof dine-in Restaurant consistent with PHI's then-current standards and specifications or in accordance with

PHI FDD 364320.14 25 plans you submit aodPHlap^ Restaurant look oonsistontwitbt^ (a)an image Upgradefor tbe exterior, inoiuding tbe oupoia, pediments, awnings, windowsandafresb parking lot,and (b)for tbe interior,diningroom^esi^ materiais, furniture and bootbiigbts, artwork and counters and buffet (wbiob may be new or refurbished), new smallwares, and fresb and oiean restrooms.

Reimage^a"faoelift"foraRestaurant in aooordanoe witbPHI'stben-ourrent standards and speoifioations or in aooordanoe witb plans you submit and RHI approves AReimage is intended tomaketbe Restaurant appear up to date, and consists of signage, paint, dining room finishes, dining room furniture^^^ec^ counters and buffet (which may be new or refurbished), new smallwares, afresh parking lotand clean and fresh restrooms.

All reguired upgrades must be finished according toaschedule There are two separate upgrade schedules, one for Re-images and one for Relocations, Rebuilds and Remodels ("Ma^or AssetActions^). You must Re imageall of your Restaurants within six years after you acguire them if they do not already comply with RHIs re-image standards.You must performaMa^or AssetActiononatleast70%ofyour"Red Roof dine in Restaurants within ten years after you acguirethem.^Red Roof dine-in Restaurants that have undergoneaMa^or Asset Action since ^anuaryl,2008 will be considered to have undergoneaiyia^or Asset Action under tbe Location FranchiseAgreement.

Cnce you complete the reguired Reimages and lyia^orAssetActions,PHI will not impose anynewormodified standard that reguires structural changes,remodeling,or renovation witha cost estimated by PHI ofover^0,000.00 per Restaurant (a "Refurbish") more often than once every^years. insurance

You mustobtainand maintain atyourownexpenseinsurance policies with insurers satisfactory to PHI covering the items specified in the Location Franchise Agreement, including workers compensation, general puhlic liability (including products and injury) and property damage insurance. PHI does not represent or warrant that these coverages are adeguate You should consult with your insurance advisors as to any additional types of coverages or higher limits they may recommend

P^FOO30^O^ 2^ Item9

FRANCHISEE'S OBLIGATIONS

This table lists your principal obligations under the Location Franchise Agreement, Pizza Hut Development Services Agreement, and Development Agreements. It will help you find more detailed information about your obligations in those agreements and in other Items in this disclosure document. (FA = Franchise Agreement; DSA = Pizza Hut Development Services Agreement; DA = Development Agreements)

Obliaation Section(s) in Item(s) in Agreement Disclosure Document (a) Site selection and acquisition/lease FA-10.2, 10.4, 10.6, 10.7 6, 7,11 DSA-2.1

(b) Pre-opening purchases/leases FA-6.11,8.1,8.2 8,11 (c) Site development and other pre- FA - 10.2, 10.3, 10.4, 10.6, 6, 7, 11 opening requirements 10.7 DSA-2, 3, 5,6 DA-2 5 (d) Initial and on going training FA-4.1 11 (e) Opening FA - 10.3 11

(f) Fees FA - 6.11, 7.1, 7.2, 7.4, 9.1, 5, 6, 7, 8 9.2, 9.3, 9.4, 9.5 DSA -2,3,4 DA - Ex. N to ASA: 6, Ex. 14: 5 6: 3

(g) Compliance with standards and FA - 5.1, 5.2, 5.5, 6.2, 6.4, 11, 14 policies/Operations Manual 6.5, 6.10 (h) Trademarks and proprietary FA - 3, 6.3, 7.3, 12, 15.2, 8, 13, 14, 17 information 18.1, 19.4, 19.5,21.4

(i) Restrictions on products/services FA-6.10 16 offered (j) Warranty and customer service FA - 5.1, 5.2, 5.5, 6.2, 6.4, 11, 14 requirements 6.5, 6.10 (k) Territorial development and sales FA-2.1, 2.3, 2.4, 2.5, 2.6 12 quotas (1) On-going product/service purchases FA-6.11,8.1,8.2 8 (m) Maintenance, appearance and FA-6.3. 10.5 1, 8, 11 remodeling requirements (n) Insurance FA-16 7 (o) Advertising FA-7 6,11 (p) Indemnification FA-16.4 Not Applicable DSA-9 (q) Owner's participation/management/ FA-4.1, 13, 15.2, 15.4, 15.6 11, 15, 17 staffing (r) Records/report FA - 9.2. 11.1, 11.2 6 (s) Inspections/audits FA-6.4, 11.3 6, 11 (t) Transfer FA - 14, 15 17

(u) Renewal Not Applicable 17 (v) Post-termination obligations FA - 6.11, 10.4, 10.7, 12.3, 8, 17 12.4, 19 (w) Non-competition covenants FA -12, 19 17

PHI FDD 2W3201A 27 Obliaation Section(s) in Item(s) in Agreement Disclosure Document (x) Dispute resolution FA-20 17 DSA-9.19 (y) Other: Guaranty FA-15.2 15

Item 10

FINANCING

Except as set forth below, PHI does not offer, directly or indirectly, any arrangements for financing your initial investment or the continuing operation of your PHI business. PHI is unable to predict whether you will be able to obtain financing for any part or all of your investment and, if you are able to obtain financing, PHI cannot predict the terms of the financing. Except as described under the headings YUM FundingCapital Financing Program and the-YUM Minority Lending Assistance Program described below, neither PHI nor YUM guarantees your note, lease or obligation.

YUM FundingCapital Financing Program

YUM! Capital LLC ("YUM Capital") is a special purpose limited liability company organized undor Dolawaro law, tho sole mombor of which is YUM Capital Funding Corp. ("YUM

FundingCapital")7_is a Delaware non-stock corporation that provides loans to eligible franchisees of YUM's restaurant brands. YUM Capital is funded by JPMoroan Chase Bank. N.A. ("JPM") and otheLparticipating banks, (if any) and that funding is secured by loans made by YUM FundingCapital to franchisees of YUM's restaurant brands. JPMorgan Chase Bank, National AssociationJPM serves as administrator for YUM Capital and YUM Funding and as master servicer of the loan portfolio.

YUM FundingCapital is directed by a Board of Directors that is elected by members who are franchisees or owners of franchisees? of KFC, PHI and Taco Bell. An affiliate of PHI provides indirect financial support to YUM FundingCaqital to facilitate this program, but neither PHI nor any of its affiliates guarantees or will guarantee individual loans (if any) made to you under this program.

Loans are funded by JPM and participating banks and aro supported by letters of credit and other credit enhancements(jLany). YUM has provided a limited guaranty of the roimbursomont obligations of YUM Capital with respect to tho I otter of croditamounts funded by JPM and oarticioatino banks (if any) in an amount not to exceed 20% of the aggregate principal balance of all outstanding franchisee loans. The form of Credit Agreement used for loans relating to leasehold interests is attached as Exhibit J-1 to this Disclosure Document and the form of Credit Agreement used for loans relating to fee-simple interests is attached as Exhibit J-2 to this Disclosure Document, and the agreements set forth the terms of the loans.

In order to gualify for YUM FundingCagital's financing program, you must have a minimum of threetwo years operating experience as a YUM franchisee; you must own threetwo or more restaurant locations; you must meet a Fixed Charge Coverage Ratio of 1.2x on subject site and entity basis; you must be in good standing and not past due with royalties within the past year; and you must not have any defaulted or forgiven debt in the past 5 years. The general terms of YUM FundingCapital's financing program are summarized as follows:

PHI FDD 304520.1.4 28 ^mFmanced Tbeconstrocticnofnew Restaurants, acguisition cf existing Restaurants from Pizza Hut, remodeis and upgrades reguired hy francbise agreements and refinancing of existing dehL (See Notet) Source of Pmaocmg YUMP^nd^gCapitai Amount Fioaoced Not iess than ^200,000, but not greater than ^000,000 Down Payment Foraconstruction or upgrade ioan fora Restaurant, you may not borrow more than 85% of the total project cost and 85% ofthe iand vaiue must be substantiated by appraisal.Foraioan to acguire an existing Restaurant from YUM, you may not borrow more than 85% of the total purchase price of the Restaurant. Perm^ot years) Up to5years; amortizations up to15 years. (See Note 2) Interest Rate (SeeNote8)

Monthly Payment Level monthly payment reset each 12 months depending on the term and amount financed and funding costs of YUM Capital (See Note^) Prepayment penalty t%of outstanding balance plus ^250 processing fee during firstt8months,no penalty thereafter with proper notice. (See Note 5) Security Required Varies depending on the type of loan. (See Note 8) Guarantee Apersonalguarantywill be reguired from all individuals who own more than 20% of the franchisee. Phe franchisee's spouse is not reguired to signaguaranty unless the spouse owns at least 20% of the franchisee. Liability Opon Oetault Acceleration of debt, payment of default interest, collection expenses, including attorneys' fees. A default under the Franchise Agreement isalsoadefault under the Loan Agreement if the default undertbe Franchise Agreement is not cured within 80 days. Loss ot Legal Right Opon Waive notice marshaling of assets and Oefault liabilities, sale in inverse order of alienation, and rights to be subrogated to certain of the lenders rights..

PHIFOO 26^20^ 29 NoteL Loans are funded by partioipa^ eredifenbaneemenf^ YUM bas previdedalimifed guaranty ef fbe reimbursement e^ YUM Caoitai witb resoeot to tbe ietter eferediL Tbe ferms ef Credit Aoreementsameunts funded bytbepartioi^ti^banksinanamountnottoe^ood20%oftbeaggreg^pr^ aii outstanding franobiseeioans Tbe form of Credit Aoreement used for the^ioansa^ereiating to ieaseboid interests is attaobodasExbibitsJtandExbibitJ^ to tbis OisoiosureOooument and tbe form of CreditAoreement used for ioansre^ to tbis OisoiosureOooument? and tbe agreoments^et fortb tbe terms of tbe ioans.

Note^ Tbe programwiii provide for ioans witb maturities of upto^years. However^tbe maturity date wiii be eariier if eitber (a)tbeappiioabiefranobise agreement or (b)tbe iease agreement for ieaseboidooiiaterai sites expires before tbe^year maturity date. Tbe amortization period fora ieaseboid site is 12years and tbe amortization period forafee simple site ist^years.

Note3 Tbe loans are floating rate loans witbaminimum interest rate of Cost of Funds plus 3^^^%onfeesimpleoollateralandCostofFundsplus3^^^%onleaseboldoollateral Ouring tbe nine montb oonstruotion period, ioans are obarged an additional 0.50% interest. Cost of Funds is defined as 30davLi8CRoius175% As of Februarys 20^720^tbe Cos Funds was^^L^%. As a resuit, asof tbat date, intereston fee simpieooiiaterai was ^0^^^% per year and interest on ieaseboidooiiaterai was ^^^% per year. Tbis is oniy an example of wbattberateswereon a reoentdate. Tbeaotuairate wiii vary. Aninemontb oonstruotion period wiii be aiiowed during wbiob an additionadditionai 0.50% per year interest is obarged.in addition to paying interest,you must payat.00% ioan origination fee as weii as iegai, filing and recording, titie insurance and survey fees.

Note^. You must make eguai montbiy payments tbat reset eacb 12 montbs depending on tbe term and amount financed andfunding costsof YUM Capital. Fayments areautomaticaliy debited on tbetOtb of eacb montb.Tbe montbiy payment is set annually based on tbe tben current interest rate.

Note 5. Prepayments during tbe first18montbs of tbe loan will be subject toaprepayment premium. You may prepay witbout premium or penalty after 18 montbs Pacb prepayment may only be made concurrently witb and in addition toaregularly scheduled payment, on tbe 10tb day ofacalendar month.

Note 8. The security varies depending on the type ofloan. Forfee properties,afirstpriority lien is reguired. Forleaseholdsites,aleasehold mortgage is reguired. All loans made to,or guaranteed byyou, must becrosscollateralized and crossdefaulted toyourotherdebtandfranchise agreement. You must pay off any loanrelatingtoaPestaurant that is closed. Apersonal guaranty from all individuals that own more than 20% otthe borrower is reguired.

If you are interested in obtaining tinancing from YUM FundingCapital, contact YUM FundingCa^it^ for further information about the program att8882t50^0^.

PHI does not own or control YUM Capital or YUM Funding. YUM Capital has represented that they may sell, assign, or discount to third parties all or part of the financing arrangement.

NeitherPFIInoritsatfiliatesreceivesafeetromYUMCapitalorYUMFundingforthe placement of financing for loans.

pHiFoo 20^20^ 30 YOMMmo^yLendmg Askance Program

YOMo^ers an optional leod^ Minority bonding Assistanoo Programs Tho torm "minoritios" is dofinod hy tho Onitod Statos Small Susinoss Administrationforits hosinoss dovolopment programs at 15U.S^ Sootion ^^^anditinolodosAfrioanAmorioans^HispanioAmorioans,^ trihos, Asian PaoifioAmorioans and othor minoritios.

If yoo aroaqoalifiodminority,yoo may apply toYUM for lending assistanoo for your franohised husiness undortho YUM Minority Lending Assistance Program YOM is notohl^^^ to provide lending assistance to yourfranchised husiness and it may deny your applioation for any reason. Ifyou meetYUMscriteriafortheYUM Minority LendingAssistance Program and YUM agrees to allow you to participate,thenYUM's lending assistance will take the form of YUM guaranteeing25%oftheup^to^2MM inloan principalof your franchisedhusiness loan up tound^hisoroorarrLT^ama^

In order t^he^gualified to participate in the YUM Minority Lending Assistance Program, you must meet the following criteria:

Individual Applicant Requirements

D You areanew minority franchisee applicant. ^ You are purchasing an existing Pizza Hut Pestaurant from YUM (or one of its affiliates)or an existing franchisee,or you are huildinganew Pizza Hut Pestaurant. D You are an experienced restaurant operator withasuccessful track record and youbave sionificantexperiencewith theassetsto he purchased You must meetallofPHI'scriteria for operatingaPizza Hut Pestaurant, including successfully passing YUM and/or PHI's background check, and possessing excellent personal credit.

Initial Capital Requirements

^ You must possess liguid assets exceeding ^250,000 or 20% of the purchase price (or initial investment) whichever is greater. ^ You mustagreeto make an initial down payment of at least 20% (eguity or cash)ot the total initial investment at the time of closing and immediately following closing, you will possess initial working capital cash at least in the amount of ^% otthe total purchase price. ^ The proposed transaction and deht structure must meet YUM's (or its designee's) then-current internal guidelines. D Ifyou are purchasing an existing Pizza Hut Restaurant, you must have sufficient capital to ReModel and Reimage the Restaurant on or hefore the^anniversary ofthe closing

Operational Requirements

^ You must maintain or introduce all menu items and menu hoards or other eguipment that aroused in one or more of PHI'scompany owned restaurants ^ Upon reasonahle reguestfromYUM(oritsdesignee), you mustagree to participate in test market projects and you must sign PHI's then currentTest Market Agreement (attached asPxhihitC) ^ You must notify YUM (or its designee)immediately ofany event of default underthe loan.

PHIFOO 26^20^ 31 Re^redTermsoftheLoan

D The term of the loan most not exceed 12 years for leaseho^ 5^05 simple sites. ^ For tee simple sites-yoo most signanote and mortgage giving the ienderafirst iien priority or seoority interest on eaoh of yoor tee simple sites on whioh yoo will operatea Pizza Hot Restaorant ^ For leasehold sites yoo most signanote and leasehold mortgage giving the lendera seoority interest on eaoh ofyoor leasehold sites on whioh yoo will operateaPizza Hot Pestaorant. ^ If, heforethenatoralexpirationofeitherafeesimple mortgage or leasehold mortgagees applioahle),any fee simple site or leasehold site (as applioahle)that acts as oollateral tor that mortgage is sold or permanently closed, yoo most pay the lender the principal still owed onder the mortgage for those sold or closed sites plos any applicahle interest D Adefaoltonderthe loan madetoyoowill hedeemed to headetaolt onder yoor Location FranchiseAgreement D Yoor owners will he regoired to personally goaranty the loan ^ YUM mosthenotifiedifaloan is more than 30 days past doe. D In the event otadefaolt onderthe loan,YUM(or its designee)will have the right hot not the ohligation to hoy oot any franchisee loan at any time for the then ootstanding principal halance otthe loan, plos the accroed interest.

Pven if yoo meet all of the regoirements set forth ahove, YUM may decide to not permit yoo to participate in theYUM Minority Lending Assistance Program In addition, YUM can discontinoe the YUM Minority Lending Assistance Program at any time

ItemU

FRANCHISORS ASS^PANC^AO^^

Except as listed heiow, PHi is not required to provide yoo with any assistance

Pre^OoeninoOhlioations

Before yoo open yoor Restaorant(s), PHI will provide yoo with the following assistance andservices:

(t) Will grantyootherighttoopenoneormore Restaorants, each ataspecified Location, with a sorroonding and defined Delivery Area if applicahle (Location Franchise Agreement-Section 2.1)

(2) Will not operate,or license another to operate,aRestaorant within 500 yards of yoorRestaorant(s). (Location Franchise Agreement Section 2.0)

(3) Will not provide delivery service, or license another to provide delivery service, for Approved Prodocts within yoor Delivery Area except that PHI may provide delivery service, or license anotherto provide delivery service,onanonexclosive hasis,for Approved Prodocts opon and withinmilitary hases, resorts, and timeshare developments that arelocated withinyoor DeliveryArea.(Location FranchiseAgreement Section20)

^FOO3^20^ 32 (^ W^ develop mandator and PHI will provide you with one set efthe mandated gaining matehals per P Yoo will pay for roplaoement oopiesof the mandatory training materials,all optional trains Incidental oosts to have yoor employees reoeive the tralnlng^management and employees oosts, Inoloding travel, lodging and other expenses, If applioahle), and neoessary hardware and licensing oosts,If applioahle,for online or compoter training (Location FranchiseAgreement^ Sections)

(5) Will loanyooacopyofthe Manoal,orthe relevant parts of the Manoal,for each of yoor Restaorants. The Manoal Isacompllatlon of PHI^s standards which govern the operation of the Restaorants.PHIwlllprovldeyootheopportonltytovlewthe Manoal hefore porchaslnga franchise. (Location Franchise Agreement Section 5.1)

(8) Wllllssoe standards and willprovide yoo with specifications and the names of approved soppliers for the following Restaorant Items: design and decor; signage; food, heverages, sopplies and other Inventory; fornltore, fixtores and egoipment; mono format; compoter hardware; and other matters relevant to the constroction and operation of Restaorants. (Location FranchiseAgreement Sections 5,8and 8)

(7) WIII designate onlforms to he worn hy yoor employees. (Location Franchise Agreement Sections)

ConhnumgQ^gahons

Oorlng the term of the Location Franchise Agreement, PHI or Its aothorlzed representatives, will provide yoo with the following assistance and services:

(t) WIII he available to provide yoo with general advlceand assistance, at yoor regoest,periodically. PHI may charge yooafee for certain services It provides.

(2) WIII advise yoo of any addition to or deletion from the list of PIzzaHot Marks. (Location Franchise Agreement Sectional)

(3) Will advise yoo ofany changes to the Manoal and will provide yoo with sohstltote pages or volomes of the Manoal as necessary. (Location Franchise Agreement-Section 5.5)

(^) WIII Interpret thestandards It has Issoed as necessary. (Location Franchise Agreement-SectlonOBI)

(5) May make perlodlclnspectlonsof yoor Restaorants, and review wlthyoo the resolts ofthe Inspections. (Location Franchise Agreement Sections)

(8) May, trom timeto time, designate new Approved Prodocts, delete Approved Prodocts,or regoire thataglvenprodoct he standardized. (Location Franchise Agreement Section 8.10). Foradlscosslonofthesemenochanges,seeltem 18,helow.

(7) While PHI or Its sohsidiaries operate Pizza Hot restaorants, PHI will contrihote to the Advertising Fond, or to the Advertising Committee while the Advertising Committee Agreement Islneffect, at the samerateof sales from thoserestaorantsasyoocontrlhote. (Location FranchiseAgreement Sections.1). Amore complete dlscosslon of yoor and PHI^s obligations tor advertising costs appears helow.

^^0020^0^ 33 (8) PHI orits subsidies may a^o cooperatives in deslgoatodma^ Restaurants. (Location Franohise Agreement Seotion^)

(9) PHI will not hire any otyour managers, oranyone who you employed asa manager within the previous six months, without your oonsent. It PHI does pirate away one ot your managers, PHI will pay youapenalty (Location Franohise Agreement Sections

(tO) PHI will otfer to tranehisees who sign the Pizza Hut Hiring Management System and Learning Management System Services and SupportAgreement (PxhihitH) the rightto usea wehhased hiring management systemBHirlng^one,"which is designed to improve the recruiting and selection ot restaurant employees. Thesystemisoptionalandwill he offered in 20t3tora fee of^t^.OO per restaurant per month (plus sales tax).

(11) ln2O^201^ PHI will offer the hasicOHAMPSorooram to franchisees who sign the CH.A.M.P.S. Program Participation Notice Agreement tree of charge. SeePxhihitN. CH.A.M.P.S. is the Customer Satisfaction program used hy PHI that measures the customers' overallexperience with the Restaurants. CH.A.M.PS is designed to evaluatehased upon hospitality,guality,cleanliness and service modules ln2011,CHAMPShecameaPizzaHut standard used to track and measure customers'satisfaction Although the cost of CH.A.M.P.S. has not yet heen determined for 20^^^ the program has historically cost^182 annually for each participating Restaurant.

Manuai

PHI preparesaManual,which isaone or more volume set otpuhlications in which PHI descrihes and sets out standards tor various aspects of the operation of Restaurants. Periodically,PHI will also provide updates and/or replacements tor portions ofthe Manual as PHI considers appropriate. Insomecases, PHI must comply with certain pre testing guidelines in the Location Franchise Agreement asacondition to modifying the Manual.

You will he given the opportunityto view the Manual hetore you sign the Location FranchiseAgreement.

Location Seiection

PHI does not lease or sublease the premises to you. It you acguire one or more existing Restaurants,no location selection is necessary.lf you open and operateanew Restaurant, then you will he solely responsihle tor selecting the site at which to develop the Restaurant, unless you signaOevelopmentAgreementforaRestaurantataspecificlocation.However,you may ohtain site selection assistance and related Real Pstate Services trom PHI'satfiliateYRSC forafee hy signingaPizza Hut Oevelopment Services Agreement with YRSC See Item^andPxhihitF.

Ifyou will he opening and operating a new Restaurant, you must complete a site registration reguest and PHI will have up to thirty days after receipt otthe site registration form to accept or reject the proposed location. In PHI's review, PHI will consider primarily whether the proposed location is in an area open tordevelopmentto ensure protectionof existing franchisees' rights. PHI may also consider whether the proposed location isasuitahle site hased upon the location of competitors, traffic patterns, household count, population growth and other criteria. If PHI does not agree with the proposed site, PHI will not allow you to develop there and you and PHI will not signaLocation Franchise Agreement. Phe geographic location(s)and delivery areas

P^FOO 26^20^ 34 to bo oovorod by tbo Location Pranobiso Agroomont issuod asa rosuitottbisotfonng aro dosoribod in tbo agroomont itsoiL PHi doos not assure suooossot any sito.

Time to Opon

Tbo iongtbot time between approval by PHi otatranobisoo and oponing otaPostaurant varies, it oouid be as soon as tbe signing otaLooation Pranebise Agreement in the oase ot tbe existing Pestaurants(s)soidtoyou by PHi,its subsidiaries or attiiiates,eras m^ you deveiopanew Pestaurant Many taotors may atfeot tbis iengtbot time,suob as obtaining neoessary government permits and approvals, weatber oonditions and iaborditfiouities during iand development and building oonstruotion,financing arrangements,and abiiitytoobtainaiease, among otber things.

TrainingPrograms

All employees ot your Restaurants must complete PHI'smandatoryBecomingaCustomer Maniac training, described helow. Pmployees must complete this training within thirty days atter being hired or placed in the position.

Pizza Hut willotter training through a"blended approach", utilizinga combination ot technology, on thejob training and paper based training materials. The blended learning will tollow the standard^step training model: (t)Prepare^Show/Tell^Guided Practice and^) Pollow-Up Technology will include the Learning ^one, an optional web based learning system, and the Online Standards Library. LlntilPHIdetermines,in its sole discretion,to chargeatee,the Learning ^one will be ottered treeotcharge to tranehisees whosign tho Pizza Hut Hiring Management System and Learning Management System Services and SupportAgreement (Exhibit H). The Learning ^one is designed to improve the training process and track completed training tor restaurant employees The Online Standards Library will otter online standards that areeasilysearchabloinavirtualdatabase;thesecan be viewed and printed as needed

PHI pays tor the cost ot developing both mandatory and optional training programs. PHI will provide you, at no cost, one complete set otall mandatory paper based training materials (which will not includeelearning orthe blended approach)tor each ot your Restaurants You will pay tor any replacement copies ot mandatory training materials, all optional materials (including LEAD materials) and all incidental costs to have your employees receive the training (management and employee costs, including travel, lodging and other expenses, it applicable) and necessaryhardwareand licensing costs, it applicable, tor on line or computer training. All non-management training must be completed during approved work hours and trom approved locations.

The following describes PHI's current mandatory training which all employees must complete (with the exception otthose subjects marked with an^which,depending on yourtypeot restaurant,may not he mandatory tor all employees)theSecomingaCustomerManiacTraining Program. PHI considers tbis mandatory training completed to its satisfaction when the tranchisee'semployeehascompleted the mandatory training materials.

^ FOO 20^0^ 35 TRAINING PROGRAM

Becoming a Customer Maniac Training

(Required for all Employees and New Hires)

Hours of Hours of Subject Online Training On the Job Traininq Location Orientation 20 min 4 Restaurant Restaurant Basics 22 min 8.4 Restaurant Food Safety for Team 30 min 2 Restaurant Members Buffet & Salad Bar* 41 min 8 Restaurant Carryout Hospitality 20 min 3 Restaurant Driver Hospitality* 40 min 6.30 Restaurant Greeting & Seating* 30 min 7.50 Restaurant Table Service* 31 min 15.40 Restaurant Telephone Hospitality 20 min 8 Restaurant Working the Kitchen 25 min 10.15 Restaurant Prepping 22 min 5.40 Restaurant Working the Maketable 29 min 9.25 Restaurant WingStreet Cooking* 19 min 9 Restaurant Online Assessments • 2 hours 1 Restaurant • Each Subject Above • 10 min • Menu • 10 min • Production • 10 min • WingStreet Menu • 10 min • WingStreet Product

The following describes optional training courses offered by PHI to the franchisee's employees.

Hours of Hours of Subject Online Training On the Job Training Location Optional Team Member Training Courses Team Member Trainer 30 min 6 Restaurant Booklt! 20 min 1 Restaurant World Hunger Relief 30 min 1 Restaurant Heart of the Hut 20 min 1 Restaurant

PHI also offers certain training for various management-level employees. PHI has paid to develop these training programs but, if you wish to undergo or provide this training to your employees, you must pay for all the training materials and any incidental costs to providing the training. The following describes these training programs.

LEAD: Shift Leader*

Hours of Classroom Hours of Subject Traininq On-The-Job Traininq Location Day in the Life - Shift Online training: 30 min 0 Restaurant Leader Other classroom training: 0

PHI FDD 2Gi4320.1_4 36 Hours of Classroom Hours of Subject Traininq On-The-Job Traininq Location Communication OOnline training: 20 min 0 Restaurant Other classroom training: 3 hours Delegation 0 Online traininn.: 20 min 0 Restaurant Other classroom traininq: 3 hours Coaching for Results 0 Online traininq: 25 min 0 Restaurant OtheLGlaasroom trainingif hours Safety and Security Online training: 60 min 0 Restaurant Other classroom training: 0 Ready for Revenue Online training: 30 min 0 Restaurant Other classroom training: 0 Basic Finance Online training: 30 min 0 Restaurant Other classroom training: 0 Manage Priorities Online training: 30 min 0 Restaurant Other classroom training: 0 Drive Accountability Online training: 30 min 0 Restaurant Other classroom training: 0 Facilities & Equipment Online training: 30 min 0 Restaurant Management Other classroom training: 0 Exceptional Situations Online training: 30 min 0 Restaurant Other classroom training: 0 Food Cost Online training: 30 min 0 Restaurant Management Other classroom training: 0 Lead Change Online training: 30 min 0 Restaurant Other classroom training: 0 Employee Relations Online training: 30 min 0 Restaurant Other classroom training: 0 Shift Management Online training: 30 min 0 Restaurant Other classroom training: 0 Living the Life Online training: 60 min 0 Restaurant Other classroom training: 0 Online Assessments Online training: 10 min 0 Restaurant Each topic above each Other classroom training: 0 Food Service Online training: 8 hours 0 Restaurant/Proctored Certification for RGMs with 2 hour exam Exam in person or online Other classroom training: 1 or 2 day

PHI FDD 204320.14 37 Hours of Classroom Hours of Subject Training On-The-Job Traininq Location courses

* The LEAD: Shift Leader training program may include the option of Food Service Certification, with the costs varying depending on the options chosen. The course may be conducted online or as an instructor-led course. The Food Service Certification Examination for Restaurant General Managers may be proctored in person or online by an approved Proctor. You may also arrange for a food safety certification course sponsored by your state, at the cost determined by the state. Or, you could certify a trainer to teach a food safety certification course to your employees via a state certification program.

LEAD: Assistant Manager

(For Assistant Managers, Restaurant General Managers and Area Coaches)

Hours of Hours of Subject Classroom Training On-The-Job Training Location Day in the Life-RGM Online training: 30 min 0 Restaurant Other classroom traininq: 0 Labor Management Online training: 30 min 0 Restaurant Other classroom training: 0 Food Cost Management Online training: 30 min 0 Restaurant Other classroom training: 0 Advanced Finances Online training: 30 min 0 Restaurant Other classroom training: 4 hours Managing Conflict Online training: 30 min 0 Restaurant Other classroom training: 2.75 hours Productive Meetings Online training: 30 min 0 Restaurant Other classroom training: 3 hours Drive Results Online training: 30 min 0 Restaurant Other classroom training: 0 Restaurant Online training: 60 min 0 Restaurant Management Other classroom training: 0 Online Assessments Online training: 10 min 0 Restaurant each topic above each Other classroom training: 0

PHI FDD 304320.1.4 38 LEAD: RGM

(For Restaurant General Managers and Area Coaches)

Hours of Hours of Subject Classroom Traininq On-The-Job Traininq Location Build an A Team Online training: 0 0 Restaurant Other classroom training: 3 hours Coaching for Results Online training: 30 min 0 Restaurant 202 Other classroom training: Q3_hours. Drive Results Online training: 30 min 0 Restaurant Other classroom training: 0 Managing Restaurant Online training: 30 min 0 Restaurant Training Other classroom training: 0 Manage Multiple Online training: 30 min 0 Restaurant Priorities Other classroom training: 0 Union Awareness Online training: 20 min 0 Restaurant Other classroom training: 0 Living the Life Online training: 60 min 0 Restaurant Other classroom training: 0

LEAD: Area Coach

(For Area Coaches)

Hours of Hours of Subject Classroom Traininq On-The-Job Traininq Location Day in the Life-AC Online training: 30 min 0 Restaurant Other classroom training: 0 Effective Online training: 30 min 0 Restaurant Communication Other classroom training: 2 hours Drive Excellence Online training: 30 min 0 Restaurant Other classroom training: 0 Time Management Online training: 30 min 0 Restaurant Other classroom training: 0 Influencing & Motivating Online training: 30 min 0 Restaurant Other classroom training: 2 hours Building High Trust Online training: 30 min 0 Restaurant/Office Teams Other classroom training: 2 hours

PHI FDD 2O4320.1_4 39 Hours of Hours of Subject Classroom Traininq On-The-Job Traininq Location Coaching for Results Online training: 30 min 0 Restaurant/Office 303 Other classroom training: 3 hours Midterm Online training: 60 min 0 Restaurant/Office Other classroom training: 0 Building Bench Online training: 30 min 0 Restaurant/Office Other classroom training: 0 Building Sales Online training: 30 min 0 Restaurant/Office Other classroom training: 0 Making Profit Online training: 30 min 0 Restaurant/Office Other classroom training: 0 Facilities Management Online training: 30 min 0 Restaurant/Office Other classroom training: 0 Effective Visits Online training: 30 min 0 Restaurant/Office Other classroom training: 0 Risk & Crisis Online training: 30 min 0 Restaurant/Office Management Other classroom training: 0 Effective Investigations Online training: 30 min 0 Restaurant/Office Other classroom training: 0 Final Online training: 60 min 0 Restaurant/Office Other classroom training: 0

Restaurant Training Managers, Restaurant Training Leaders, Restaurant General Managers and Team Member Trainers have generally completed the program through their development or have been certified to teach by attending a Train the Trainers class. (It is your decision whether you wish to employ Restaurant Training Managers, Restaurant Training Leaders and/or Team Member Trainers.) The instructional materials used in PHI's training program consist of the LEAD training platform. Instructors are required to have two years of experience that is relevant to the field. Training is scheduled by Restaurant General Managers or Area Coaches as needed.

If you are currently a Pizza Hut franchisee and have, or implement, a management training program and have used PHI's management training program for one year, you may request PHI to approve your management training program as an alternate to the above programs. You must satisfy PHI that your program is at least the equivalent of PHI's program. PHI will need to certify your program. There may be costs associated with certification, including development of participants guide, use of PHI's copyrighted material, and PHI training managers' travel and other expenses.

Periodically, PHI's Training Department may also develop and present other programs or seminars for your supervisory personnel and employees. Attendance at these additional training

PHI FDD 2O4320.1_4 40 programs w^ be option PHI may makoobangos and revisions to tbo training programs, locations or materiais at any time.

Advertising

PHi isourrentiyapartytoanagreementdatedMarob31,ig75withtbe international Pizza Hut Francbise Holders Association ^IPHFHA^ concerning advertising for Restaurants (tbe "Advertising Committee Agreements Onder tbe Advertising Committee Agreement, you must contribute assessments toajoint committee of PHI and tbe IPHFHA representatives^AdCom^ Pbe francbisee members of AdCom are cbosen by tbe IPHFHA Pbe francbisees set tbe amount of tbe assessments. Whenever IPHFHA boldsavote concerning tbe dues to be paid by its members, you must vote to implementadues rate egual to25% of monthly gross sales PHI contributesaproportionate amountto AdComAdCom has the operational powerto spend these funds on national marketing and advertising. While the Advertising Committee Agreement is in effect, you musttimolypay25% ofyour monthly Cross Sales fornational advertising,but PHIwill credityourpaymentoflPHFHAduesagainstthisobligation Ifyourdues to IPHFHAare less tban 2 5% of Cross Salos, you must pay the difference directly to PHI for contribution to AdCom (Location FranchiseAgreement Sections.1) PHI has agreed in the past and may agree in the future thatyou can applythisdifference to local advertising,asdescribed below,ratherthan pay it to PHI for contribution to AdCom.

PHI has no power to change or dissolve AdCom without IPHFHA'sconsont unless,there has beenabreach of the Advertising Committee Agreement. AdCom is audited annually and the financial statements are distributed to the franchisees Ouring its most recentfiscalyear,AdCom spent of its funds on production costs, ^^^^% on media placement, and ^8^^% on mother''expenses (including agency compensation, puhlic relations, research/consulting and brand marketing,and lessthan 0.1%spent on administrative expenses).

AdCom need not spendanyamountonadvertisinginthe geographical areaof your Restaurants. If AdCom does not spend all funds within the fiscal year in which they are collected, AdCom carries the excess funds over to its next fiscal year. AdCom uses none of its funds for soliciting sales offranchises or licenses.

If the Advertising Committee Agreement terminates or expires, you must contribute at Ieast25% of your monthly gross sales to an Advertising Fund that PHI will establish PHIwill administerthe Advertising Fund to develop marketing programs that are designed to promote and enhance all Restaurants. PHI will distributeaperiodic accounting of the AdvertisingFund to franchisees. PHI's good faith decisions regarding expenditures ofAdvertising Fund monies will be final and binding (Location FranchiseAgreement SectionBBI)

You must also spendareguired amount on local advertising each month. The amount of the reguired local advertising is the difference between^.25% of your previous month's Cross Sales and the amount of your National Advertising contribution described above. These funds must be spent on broadcast media to promote your Restaurants in their general marketing area PHi may also establish local cooperative advertising associations (^Co-ops") forvarious groups of Restaurants. ItPHIestablishesaCo-opthatencompassesyourRestaurants,PHI may reguire thatyou redirectsomeorallofyourreguired local advertising expenditures asacontribution to the Coop (Location FranchiseAgreement Sections72and^)

PHI and its franchisees have agreed to restructure the allocation ot advertising contributions and expenditures during calendar years 2012, 20t3and20t^ Ouring 2012,2013

P^F002^^4 41 and 201^ the Nation Adve^ looal advertising expenditure rate w^ he 25% ^ Neither PHI, AdCom northe Co ops (it any) undertake any duty to ensure either that expenditures ot advertising tunds thatyou must oontrihute will henetit you or your Restaurants direotly,orthat you will reoeive any henetit^^ proportionate to your oontrihutions. No advertising tunds are expended tor advertising the sale ot tranohises or lioenses.

You must suhmit all proposed advertising to PHI tor approval hetore using it. All advertising must oompiy with standards set hy PHI. PHI must approve any proposed advertising inwriting PHI will try to respond within 30 days Phe suhmitted item is oonsidered unapproved until notitioation hy PHI. For additional intormation regarding your ohligations regarding advertisingtees,see ItemsO,3and9ot this disolosuro dooument and the Looation Franohise Agreement.

Computer Systems

PHI has developed oomputer software that is usetul in operating Restaurants. The Point ot Sale System is oalled the "Single Unit System" or"SOS",and is usod to process oustomer orders Phe Oaokot House Management System is referred to as "FMS", whioh is used to torooast sales (inoiuding related food and lahor needs), to track employee hours, and to fulfill other internal functions. Together,these proprietary computer programs and related programs developed hy or for PHI, along with the hardware and software necessary to run the proprietary software, are referred to as the "Computer SystemBThecost otthe Computer System ranges trom ^0 ifyou are acguiringaRestaurant from PHI oritssuhsidiaries to an estimated maximum of ^30,000 for new Restaurants.

You must acguire and use the Computer System in the operation ofyour Restaurants. You must sign thePointotSaleSystem Master SOS/FMSLicenseandSupport Agreement ("Computer System Agreement") granting you rights to the Computer Systom. The Computer System Agreement is AppendixHto the Location Franchise Agreement, which is attached as PxhihitC

TheComputerSystemwillassistyou in orderentry,cashout, delivery customerdatahase, inventory control, timekeeping and payroll, cash control reports, and targeted marketing (it reguested). PHI and/or its affiliates will have the right, upon^hours advance notice and during normal operating hours, toenterand inspect the hardwareand software of your Computer System in your restaurantortranchiseotfice todeterminecompliance. (ComputorSystem Agreement, SectionS.t^).

PHI has used the Computer System (or its predecessors) in company operated Restaurants since 1030, and has made them availahle to franchisees since tOOt. It PHI or its affiliates develops enhancements, upgrades, modifications, or additions to the Computer System, you must acguire and use them on the schedule announced hy PHI (Computer System Agreement, SectionC).

In accordance with the Computer System Agreement, PHI or its affiliates will provide and supportthefunctionality,asdescrihed in AddendumAotthe Computer System Agreement,ofthe Computer System software in new Restaurants tor two years trom the time of acceptance. This applies only it the current release otthe Computer System software was installed at the time of opening ofthe now Restaurant. This two year support period will not apply to software that was installed hetore you purchased the Restaurant(s).

^FOO2O^0^ 42 PHI or its abates provided noodod, to support business roquiromoo^ Youmustinstaiiandusoanyupdatos/upgradosas publisbodby PHL No hardware upgrades aro roguirod, uniess neoessary tor support otthe software You wiii deal direotiy with vendors ot Approved Pguipment (see definition heiow) tor Computersystem upgrades. You mustaoguireand purohase or ioasethese upgrades as neoessary. PHi wiii make every attempt to seoure system pricing trom approved vendors.

in order to operate the Computer System software, whioh you license trom PHi or its affiliates, you must acguire a variety ofhardware components (such as control processor, memoryandstoragedevices,modems,displayunits,and printers) inaconfiguration and ota type approved hyPHI ("Approved Pguipment") PHI inits sole discretionmay change the Approved Pguipmentcontiguration(s) at any time (Computer System Agreement,Sectioned). All otthe hardware used with the Computer System must he dedicated solely to the operation of the Computer System PHI attempts to secure commitments for maintenance otthe hardware used with the Computer System trom PHI'svendors,affording the same pricing and service levels to franchisees as provided to PHI. If you choose not to ohtain maintenance services trom PHI's vendors, you must use other maintenance vendors that PHI has approved to provide preventive and remedial maintenance to support the Approved Pguipment PHI receives no payment trom vendors ot Approved Pguipment or maintonance suppliers (Computer Systom Agreement, Section Ct)

PHI'scostofmaintainingtheeguipment portion otthe Computer System varies trom ^1,000-3,500 per unit, per year. Your maintenance cost willhe similar,depending upon the Approved Pguipmentyou use, its age, and the maintenance vendor. Although PHI will not charge you for licensing tho Computer System software itselt,thore are charges for various services which you must or may electto ohtain trom PHI or its affiliates as set out in the attached Computer SystemAgreement (Computer System Agreement, Section 80 )

item^

PERRiTCRY

PHI will not develop or operate, or allow any other licensee or tranchisee to develop or operate,aPestaurant at any pointwithin 500 yards ofany ofyour Pestaurant(s) Continuation of theselimitedterritorial rights withina500 yard radius ofany ofyour Restaurants does not depend on your achieving any particular sales volume, market penetration, or other similar contingency There are no other circumstances which permit PHI to modity these limited territorial r^ Furthermore, as long as you are providing Adeguate Celivery Service throughout your Celivery Area,PHI will not offer delivery service,and will not allow any othorlicenseeortranchisee to offer delivery service, tor Approved Products to any point within your Celivery Area, except that PHI may provide delivery service,or license anotherto provide delivery service tor Approved Products upon and within military hases, resorts, and time share developments that are located within your OeliveryArea.Your CeliveryArea will normally encompassaminimumot 500 households A Oelivery Area is the area(s)descrihed in AppendixBto the Location Franchise Agreement, orthe modified Celivery Area ifyour Celivery Area ischanged under Section 2.3otthe Location Franchise Agreement as turther descrihed helow in this Item

Ifyou sign oneormore Oevelopment Agreements todevelop newPestaurants, the OevelopmentAgreement will specitythe date hywhich the Pestaurant must he open for husiness. It you do not open on time,PHI will retain the developmentfee and will he free to develop the area or to tranchise it toathirdparty.ThePestaurant will he located at an address, intersection,

P^POO^O^^ 43 neighborhood or trado aroa dosignatod in tho Oovolopmont Agroomont. Pioaso rotor totho OovoiopmontAgroomontattaohod as ExhihitKtothisOisolosuro Oooumont. Soo item 5.

it you purohase existing Restaurants trom PHi oritssuhsidiaries devoiop new Restaurants with WingStreet within designated trado areas, aooording to one o more Oeveiopment Agreements. Youwiii he reguired to deveiop those Restaurants withina one-haitmiie radius otthe addresses or interseotions that RHi designates. PheOeveiopment Agreements wiii speoitythe dates hy whioh eaoh otthese Restaurants must ho open torhusiness. ityou taii to opena Restauranton time, PHi wiii retaintheentiredeveiopmentteetorthe Restaurant and wiii he tree to develop the area or to tranohise it toathird party. Piease reter to theOeveiopmentAgroementattaohedasPxhihitMtotheASA(PxhihitP) Seeitem5.

Aii the territorial proteotionsdesorihed ahove are limited You wiii not reoeive an exoiusiv^ territory.You may taoeoompetition trom other tranehisees,trom outlets that PHI owns,or trom other channels otdistrihution or oompetitive hrands that PHI controls Pxoept as desorihed ahove you will not have any right to exclude development ot concepts owned or licensed hy PHI or its atfiliates. PHI and its atfiliates may develop and operate, or may tranchise or license others to operate, any other husiness concepts(i.e., any conceptexcepta Restaurant) at any place, including immediately adjacent to your Restaurant(s), and may use the Pizza Hut Marks or any other trademarks owned or developed hy PHI or its atfiliates in connection with those concepts, even it those other concepts sell products that are the same as,or similarto,Approved Products. You have no right to acguire additional tranchises.

PHI's attiliates,Paco Bell Oorp. and KFOO, currently are engaged in operating, tranchising and licensing restaurants ot various concepts underditferent trademarks. Phese competing restaurantconceptsmayalready he estahlished within 500yardsotyourRestaurants(s)orwithin your Oelivery Area, or may he estahlished there in the tuture Although these restaurant concepts are competitive, to some extent, with Restaurants, some otthem may compete more directly with your Restaurant(s)than others. Forexample,theoperatorotaPacoBell or KFO restaurant may he grantedalicense to operateanontraditional Pizza Hut Kiosk within their restaurant,suhjeotto the limitations in the tirst paragraph otthis Item t2. For more intormation on thoso atfiliates and tor their addresses,see Itemt.

Nothing in the Location Franchise Agreement or Oevelopment Agreement prohibits PHI and its atfiliates trom selling the Approved Products or other products and services within 500 yards otanyotyourRestaurant(s)throughanyalternativechannelsotdistribution, such asthe internet^worldwide web and other torms ot electronic commerce; "800" or similar toll-tree telephone numbers; catalogs,telemarketing or other direct marketing sales; or,any other channel ot distribution other thanaRestaurant within 500 yards ot your Restaurant.You will be entitled to no compensation in connection with any ot these sales

You may sell Approved Products only at the Restaurants, and you may deliver Approved Products only within your Oelivery Area. You may not sell Approved Products using alternative channels ot distrihution, such as the internet^worldwide web and other torms otelectronic commerce (although you may accept orders via PHI's web site tor carryout and delivery within your Oelivery Area.); "800" or similartolltree telephone numbers; catalogs,telemarke^^ direct marketing sales; or, any other channel ot distribution other than sales trom your Restaurants and delivery trom your Restaurants.

^FOO2^20^ 44 lothetotu^ PHIaod ^a^atesmaya^o acquire or de^ busioossos that usod^ororit trademarks arid thoso rostau^^ yards ot your Restaura^s)or within your Oe^ery Area.

PHlhasrioothersystemormethodtorreso^ iioe^sees otthese other exists (or poteritia^oompet^goo^oe^^ Toresolve potential oo^iots hetweeriyouandPH^ PHI has committed to padioipatei^the Center traochise alternative dispute resolution procedures Finally, underthe Location Franchise Agreement, you and PHI will hoth agree to mediate any dispute that is specitic to you and that does not involve an issue common to all "Pizza Huf tranehisees

You must provide Adeguate Oelivery Service to your entire Oelivery Area Adeguate Oelivery Service means delivery service in accordance with PHI's standards tor delivery Among other tactors, PHI's standards tor delivery service include customer satistaction, potential sales volume, market demographics, saturation analysis, diversion ot sales trom your other Restaurants (itany), and the physical and geographical characteristics otthe OeliveryArea Phere is no minimum sales guota. You maintain rights to your area as long as you comply with PHI'scurrentstandardstordeliveryasdescrihed inthe Location FranchiseAgreement

Periodically, PHI may consider whether you are providing Adeguate Oelivery Service to your entire Oelivery Area. It PHI preliminarily determines that you are not providing Adeguate Oelivery Service throughout your Oelivery Area, PHI will give you written notico You will have 90 days to protest PHI's preliminary determination. Whetherornotyou suhmitawritten protest,the Oelivery Area will he redetined to include only the areas to which PHI tinally determines that you are providing Adeguate Oelivery Service.

Ityou want to relocate any ot your existingPestaurants, youmust apply to PHI tor permission to do so. You must supply PHI with justitication tor the relocation (such as expiration ot an existing lease or changed demographics), intormation concerning the location and demographics otthe existing and proposed Restaurants, and any other intormation PHI reguests. ItPHIconsentsto the relocation,PHI will notityyou otthe portion (it any)otthe initial tranche thatyou maytranstertromtheexistingRestauranttotheproposed replacement Restaurant The amount ot initial tranchise tee to ho transterredmay depend upon,among other matters,the proximity otthe existing and replacement Restaurants, the nature otthe Restaurant concept involved, andthe similarity ottradeareas Itapproved, you mustopon the replacement Restaurant tor husiness within t^monthsatter closure otthe existing Restaurant to receive the credit.

Item^

PRAOEMAR^S

Under the Location Franchise Agreement, PHI grants you the nonexclusive right to use the Pizza Hut Marks to operate your Restaurant.

Phe principal Pizza Hut Marks tor operation otaRestaurant include the toiiowing which haveheen registered onthePrincipalRegisterotthe United Statos PatentandPrademarkOtfice:

Ma* Rogistration Rogistration Number Date—

PHI FDD 20+320.1.4 45 PIZZA HUT 729,817 04/10/62 PJZZA-HUT- 926,546- 01/04/71 TH1N 'N CRISPY 1.096.198 07/11/78 PERSONAL PAN PIZZA (tradomafk 1, -100,567 07/08/86 BOOK IT! (sorvico mark) 1,-130,605 02/24/87 BOOK IT! and design 1.561,899 10/24/89 SAUSAGE LO^ fEf%& 1,613,116 09/11/90

PEppEROM-LGVERS- -1T&97T695 CHEESE LOVER'S PLUS 1,598,814 05/29/90 MEAT LOVER'S 4^6-1^1-17- -G9W4#0 VEGGIg-LQV&J^S- -4,623,696 44^20/90 PERSONAL PAN PIZZA EXPRESS & DESIGN 1,772,099 05/15/93 PIZZA HUT BUILDING DESIGN 1,865.06: 11/29/94 P)22A_HUT-BUIU}ING-E>ESIGN- 4T86&063- 44^9/94 PIZZA HUT BUILDING DESIGN 1,865,061 11/20/94

PIZZA HUT BUILDING DESIGN- -4TS6§T0§§- 11/29/94 BQOK IT! BEGINNERS 2,189,991 09/15/98 3 WAYS TO WING IT! 3,208,033 09/25/07 BIG EAT TINY PRICE MENU 3,684,378 09/15/09 GHOGOtAT6-DUNK6RS- -03/34/09 CHOCOLATE BUNKERS & DESIGN 3,632.820 06/02/09 CHOOSE REAL TASTE 3,719,720 12/01/09 HIT THE HUT- 3,683,870- -mmm LOVER'S 4.049,323 11/01/11 NOW YOU'RE EATING 3,648.178 06/30/09 PAN-PIZ-ZA-&-DES1GN— 2-349,072- 05/09/00 PANORMOUS 3,599,946 -63/34/08 PANORMOUS & DESIGN 3,677,660 -09/04/09 PIZZA-HUT 1999 LOGQ-(Hf !,440,574- 04/03/01 PIZZA HUT 1999 LOGO (H) IN COLOR 2,459,365 06/12/01 PIZZA HUT 1999 LOGO (H) WITH EXPRESS 2,900,578 11/02/04 pj2ZA44U^-1.999-L-OGO-{44}-W4-TH-R©©F UNDERLINED (IN COLOR) 2,546,893 03/12/02 PIZZA HUT 1099 LOGO (S) IN COLOR 2,446,056 04/24/04 PIZZA HUT 1999 LOGO (V) 2,446,055 04/24/01 PIZZA HUT 1999 LOGO (V) 2,396,061 10/17/00 PIZZA HUT 1999 LOGO (V) IN COLOR 2,357,045 06/13/00 PIZZA MIA-&-DESIGH- -03/24/09 PZONE 2,612,905 08/27/02 PZONE & DESIGN 2,669,238 12/31/02 QUEPAPAS 2,983,961 08/09/05 R.E.D. ZONE A, 060740 11/22/11 THE NAT-URAL PIZZA & DESIGN- 3,695,020 10/13/09 T-USGAN1 .3_70?_63G_ 44/40/09 TUSCAN! PASTAS & DESIGN (IN COLOR) 3,450,570 06/17/08 WING WEDNESDAY 3,843,410 08/31/10 WINGSTREET 3,042,453 •O4/4O/06 WINGSTREET LOGO 2,016,738 01/04/05 WINGSTREET LOGO OVER WINGSTREET (IN COLOR) 3,693,836 40/06/09 DIPPIN' STRIPS PIZZA 3,254,88: 6/26/07 MAKE IT GREAT 4,243,383 11/13/12 PZOLO 4,246.838 11/20/12 ULTIMATE CHEESE LOVER'S 4,m056 7/3/12 Mark Registration Registration Number Dale 3 WAYS TO WING IT! 3298.033 09/25/2007 BIG EAT TINY PRICE MENU 3.684.378 09/15/2009 BOOK IT! 1.430.605 02/24/1987 BOOK IT! and design 1,561,899 10/24/1989 2.189.991 09/15/1998 BWKTfTWR^FL^qo (2008) & Design (V)_,_„_, .3,911,2* Q1/25/ZQ11

PHI FDD 304320.1.4 46 CATERING GREAT TIMES 4.415.917 10/08/2013 CHEESE LOVER'S PLUS 1,598.844 05/29/1990 CHOCOLATE DUNKERS 3,600.033 03/31/2009 CHOCOLATE HUNKERS & Design 3.632.820 06/02/2009 CHOOSF RFAI TASTF 3.719.720 12/01/2009 Design of Pizza Hut Blda. #1 852^58 flZ/Q9/1968 PIPPIN' STRIPS PIZZA 3.254.882 06/26/2007 HA7I O FN GRANDE CMAKF IT GRFAT fBIGI in Spanish^ 4,373,551 07/23/2013 HIT THE HUT 3.683.870 09/15/2009 HUT LOVERS 4,346,884 06/04/2013 IT'S ABOUT TO GET REAL with KITCHEN FRIED NOT OVEN DRIED A nesign 4,466,597 01/14/2014 LOVER'S 4.049.323 11/01/2011 MAKE IT GREAT 4.243.383 11/13/2012 MEAT LOVERS 1.613.117 09/11/1990 NOW YOU'RE EATING 3.648 478 Q6/3Q/20Q3 PZOLO * 4.246.838 11/20/2012 EZONE 2.612.905 08/21/2002 P'ZONE & Design 2M2L2m 12/31/2002 PAN PIZZA & Design 2.349.072 05/09/2000 PANORMOUS 3.599.946 03/31/2009 PANORMOUS & Design 3.677.660 09/01/2009 PEPPERONI LOVER'S 1.597.695 05/22/1990 PERSONAL PAN PIZZA 1 400.587 07/08/1986 PERSONAL PAN PIZZA EXPRESS & Design 1.772.099 05/15/1993 PIZZA HUT 2009 Logo (H) 3.975.582 06/07/2011 PIZZA HUT 19991 ngn (m in color 2.459.365 06/12/2001 PIZZA HUT 2009 Logo (H) with EXPRESS 2.900.578 11/02/2004 PIZZA HUT 2009 Logo (V) with EXPRESS 4.353.380 06/18/2013 PIZZA HUT 1999 Logo (H) with Roof Underlined fin oolort 03/12/2002 PIZZA HUT 1999 Logo fS) in color 2,446.056 04/24/2001 PIZZA HUT 1999 Looo (V) 2.446.055 04/24/2001 PIZZA HUT 1999 Inno (V) 2.396.061 10/17/2000 PIZZA HUT 1999 Logo (V) in color 2.357.045 06/13/2000 Pizza Hut Building Design No. 7 fwith Red Roof! 1.865.062 11/29/1994 Pi77a Hut BuildiQQ Design No. 7 1.865.063 1^29/1994 Pizza Hut Building Design No. 6 fwith Red Roon 1.865,064 11/29/1.994 ^zaJjiJt-BjjMngJ3esigQj^Q^6. USG&OGS 11/29/1994. PIZZA MIA & Design 3.593.665 03/24/2009 PIZZA HUT 729.847 04/10/1962 PIZZA HUT 926,516 01/04/1972 QUEPAPAS 2.983.961 08/09/2005 R.E.D. ZONE 4.060.740 11/22/2011 READJilQUR±iEARI.aUI jLmflQa 06/25/2013 Roof Logo (2008) (domestic solid design) 3.595.346 03/24/2009 SAUSAGE LOVER'S 1-613.116 09/11/1990 THIN 'N CRISPY 1 096.198 07/11/1978 TUSCANI 3.707,636 11/10/2009 TUSCANI PASTA & Design (US 2011 Loool 4.151.536 05/29/2012 ULIIMAXEXtiEESEXQVESS 4J.6.9..0.5.6 07/0.3/2012 VFGGIF I OVER'S 1.623.896 11/20/1990 WING WEDNESDAY 3.843.410 08/31/2010 WINGSTREET 3.042.453 01/10/2006 Wingstmet Logo 2.916.738 01/04/2005 WingStreet Lonn with WINGSTREET N) in color 3.693.836 10/06/2009

You will have the right under the WingStreet Development Authorization Agreement to develop WingStreet and sell WingStreet products using the trademarks, service marks and trade names listed in the Manual ("Proprietary Marks" or "Marks"). (See Exhibit M.) If PHI requires you to modify or discontinue use of a Mark for any reason, PHI does not have to compensate you. You may use the Marks only as provided for in the Manual and the PHI Location Franchise Agreement. PHI

PHI FDD 204320.14 47 may the tu^re adopt addit^ delete any of tho Ma^

All required affidavits of use havo heen filed. There are no currently effeotive determinations of the Onited StatesPaten^ Appeal Soard, the trademark administrator of any state, or any oourt, nor Is there any pending Intederenoe,opposition,or oanoellation proceeding,nor any ponding material litigations the principal Pizza Hut Marks which may he relevanttoyouruseofthe Pizza Hut ^ ownsanumher of other related trademarks,trade names,service marks,trade dress,symhois, logos, emhlems, Insignias, designs, external and Internal huiiding designs and other architectural features that are Included In the Pizza Hut Marks and that are Identified In the Manual and In the Location FranchiseAgreement l^o agreements limit PHI'srlghtto use orlicense the use ofPHI^s trademarks

You may use the Pizza Hut Marks only for your Pestaurant(s)and the sale of Approved Products You may not use any ofthe Pizza Hut Marks exceptatyourPestaurant(s^except that you may use the Pizza Hut Marks In connection with advertisements for your Restaurants, and you may deliver products produced at your Restaurants throughout your OellveryArea). You must usethePlzzaHut Marks strictly according to the terms andconditions of theLocation FranchiseAgreement. You may not use any trademarks,service marks,trade names,trade dress (Including product package designs), symhois, slogans, emhlems, logos, Insignias, designs, external and/or internal huiiding designs and other architectural features, that are similar to the Pizza Hut Marks.

You may not offerorsell anytood, hoverage, orother product (whetheror not an Authorized Product) at orfrom any ofyour Restaurant(s) under or in connection with any trademark, service mark, trade name,tradedress (including product package design), or external or internal huiiding design or other architectural feature, other than the Pizza Hut Marks, w^^ PHI's advance written consent in each case.

You mustcauseall point otpurchasematerials and allother paper goods (including placemats, menus, matchhooks, order hooks, and carryout hoxes and cartons), as well as all exterior^interior signage and all promotional and advertising materials in every medium, to hear the Pizza Hut Marks in the torm, size, usage, and location, and with the designation or symhoi of trademark ownership, as instructed hy PHI

PHlis the sole and exclusive owner otthe Pizza Hut Marks. The Location Franchise Agreement does not give you right to any otthe Pizza Hut Marks, other than the limited license granted All goodwill now or in the future associated with and/or identified hy one or more otthe Pizza Hut Marks (including any goodwill arising out ofyour use otthe Pizza Hut Marks) belongs directly and exclusively to PHI

Your use ofthe Pizza Hut Marks is nonexclusive. Pxeept as provided in Item t2,Territory, PHI maygrantanyotherperson(s)the license,in addition to any license(s)previously granted,to use all or any part otthe Pizza Hut Marks,including within your Oelivery Area (it any)or otherwise within the natural trade area of your Restaurant(s).

You may not interfere inany manner with, and will not attempt to attack, contest, or prohihit, (a)any use otthe Pizza Hut Marks hy PHI orhy any other franchisee or licensee of PHI thatis notdlrectly contrary tothetermsof the Location FranchiseAgreement, or(h) PHIs

^FOO38^0^ 48 ownership otthe Pizza Hut Marks. You may not oh^eot to,attaok, or oontest,PHi's ownership ot and/or rightto register any or ail otthe Pizza Hut Marks in oonneotion with any service or prod^^

You must immediateiy notity PHi,in writing,it (a)athird party oiaims that the Pizza Hut Marks infringe trademarks owned hythe third party,or otherwise ohaiienges your use otthe Pizza HutMarks, and (h)youknoworsuspeotthatathirdpartyisintringingtho Pizza Hut Marks As partotthisnotioe,you must provide PHi withacopy ot any written intormation avaiiahie to you concerning the matter and any intormation you know ahout the other party involved.

PHI has the right to control any administrative proceedings orlitigation involving any otthe Pizza Hut Marks licensed hy PHI to you. PHI must use reasonahle ettorts to protect the Pizza Hut Marks, including instituting, prosecuting, and/or settling ^udicialoradministrativeactionsor proceedings. Whenever reguested to do sohy PHI,you must cooperate tully in those actions or proceedings You maynot,however,take any action with respect to any challenges against your use otthe Pizza Hut Marks,or any known or suspected intringements otthe Pizza Hut Marks hy other parties, without PHI's advance written approval.

You must exercise caution in your use otthe Pizza Hut Marks to ensure that the Pizza Hut Marks (and any associated goodwill) are not jeopardized in any manner. You may not use the Pizza Hut Marks in any manner or in connection with any statement or material that is (in PHI's reasonahle judgment) in had taste or inconsistent with PHI's puhlic image, or that could tend to involvePHIinamatterot political or puhlic controversy,or tend to hring disparagement,ridicule, or scorn upon PHI, the Pizza Hut Marks, or the goodwill associated with the Pizza Hut Marks.

You must indemnity PHI against any damage or expense (including reasonahle attorneys' teesandallassociatedexpenses)ityoudamageorimpairthe Pizza Hut Marks

PHI may designate new Pizza Hut Marks as applicahle to the Restaurants Inaddition, PHImay modity or delete existingPizza Hut Marks. PHI must give you written notice otthe addition, moditication, or deletion ot Pizza Hut Marks. Any additional or moditied Pizza Hut Marks designated as applicahle to the Restaurants will he suhjeotto the terms otthe Location Franchise Agreement You must cease use ot any deleted Pizza Hut Marks within the time stated in the notice ot deletion

^tem^

PAT^T^CCPYRiCH^A^O PROPRIETARY i^FCR^AT^

There are no patents or pending patent applications that are material to the tranchise offered. PHI claims copyright protection of its Manual and related materials, including all print, radio and television commercials that include any of PHI's trademarks You do not receive the right to use an item covered hyapatent or copyright,hut you can use the proprietary information in PHI's Manual. The Manual is descrihed in Itemtt.

PHI does ownanumherot patents relating to the franchised husiness that are primarily improvements to eguipment used in preparing Approved Products. These patents are generally licensed to manutacturers that produce the eguipment and you will receive the henefit of these patents it you huy that eguipment.

PHI has certain trade secrets and proprietary intormation. Among the items for which PHI claims trade secret status are PHI's Manual, its spice hlends and secret recipes, the Computer

^F002^20^ 49 System so^wareaod^enhan^ You may oot use any otPH^s trade seorets or ^ operationof the Restaurant(s) You may not disoiose any of PHi's trade seorets or proprietary information to any other person, either dur^ Franohise Agreement.

There are no presently effeotive determinations of the Patent Offioe, Copyright Offioe (Lihrar^otOongress)oranyoourt, no pending interterenoes, oppositions, oroanoeiiation prooeedings, and no pending materiai litigation involving PHi's patents, oopyrights, or trade seorets that are relevant to thoir use in any state.

jtem^

O8^CAT^TCPAR^0iPATE^THEA0P0AL OPERATE CF THE FRA^OHiSE^S^ESS

PHI reoommends, hut does not require, that you, or your prinoipal owners, partieipate in the daytoday operation otthe Pestaurant(s). Eaoh Pestaurant must he direotly supervised hy an on site manager who has suooesstully oompleted PHI's mandatory training program, neither you nor any on-site manager oan have any interest in or husiness relationship with anyof PHI's oompotitors. You and your prinoipals must signawritten agreement to maintain the oonfidontiality ot PHI's trade seorets and proprietary intormation (see ExhihitCtto this OisolosureOooument, for new Restaurants,and ExhihitC2to this Oisolosure Oooumont, tor existing Restaurants). PHI exeroisesnooontrol over the identity ofany ofyour onsite managers.There is no requirement that any ofyour onsite managers have any equity ownership in you Exoept as desorihed ahove, PHI does not require you to plaoe any restriotions on any ofyour on-site managers.

You must assure that your operationof the Restaurant(s) is in striot aooordanoe with the standards, plansand speoitioationsestahlished hy PHI You must perform all ohligations imposed hy the Looation Franohise Agreement, inoiuding the restriotions on transfer, and covenants regarding oompetition and maintaining the oonfidontiality ot PHI's proprietary intormation. Ityou are not an individual,all ofyour owners holdingatO^ or greaterinterest in you must personally guarantee your performanoo otall financial and other ohligations imposed hythe Location Franchise Agreement It you are not an individual,all ofyour owners must comply with certain other provisions otthe Location Franchise Agreement, including the covenants regarding transfers ot interest and against competition.

^tem^

RESTR^CTiC^SC^^HATTHEFRA^CHiSEE^AYSELL

You must sell only pizza and other items that PHI has approved for sale in Restaurants (the "Approved Products"). IfPHIdesignatesahrandnametoranApproved Product, you must sell thatApprovedProductunderthe hrand name designated You may not sell or distrihute any food productoringredientexceptasacomplete,tully^processed Approved Product.

You mustoffertorsale all Approved Productsthat PHIdosignatesasstandardtor Restaurants and you may offertor sale any Approved Productthat PHI designates as optional tor Restaurants You will have at least LOdays after written notice from PHI to fully implement any addition to the standard menu tor Restaurants You will have at least SO days atterwritten notice

P^FOO2^20^ 50 from PHI to stop offering for sale any product that PHI designates as being no longer an Approved Product.

PHI imposes no restrictions on the customers to whom you may sell Approved Products, except that you may sell Approved Products only at the Restaurants, and may deliver Approved Products only within your Delivery Area. PHI has no right to change the type of products, unless such products cease to be authorized products under the PHI manual.

If you purchase an existing Restaurant(s) from PHI during the term of the Location Franchise Agreement, you may not change the non-alcoholic beverage products sold in the Restaurants you purchase from PHI or its affiliates from those sold in the Restaurants on the date you acquire them, without the express advance written consent of PHI, in PHI's sole discretion. This requirement relates to PHI's ability to obtain favorable terms from certain vendors for the sale of non-alcoholic beverage products in Restaurants. Furthermore, as described in Item 8 above, you must sign a Pepsi-Cola Beverage Supply and Marketing Agreement and Amendment if you are a new franchisee or purchase any existing Restaurant(s) from PHI or its affiliates.

Item 17

RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION

These tables list certain important provisions of the Location Franchise Agreement, Pizza Hut Development Services Agreement and Development Agreement pertaining to renewal, termination, transfer and dispute resolution. You should read these provisions in the Agreements attached to this disclosure document. See Exhibits C, F and K.

THE FRANCHISE RELATIONSHIP

Location Franchise Agreement:

Section in Location Franchise Provision Agreement Summary a. Length of the Sections 1.23, 2.1 Twenty years franchise term b. Renewal or extension Section 1.23 No renewal is offered of the term c. Requirements for you Section 1.23 No renewal is offered. to renew or extend d. Termination by Not Applicable You have no right to terminate you e. Termination by PHI Not Applicable PHI can terminate only if you default without Cause f. Termination by Section 18 PHI can terminate only if you commit an incurable default, PHI with cause or you fail to timely cure a curable default g. "Cause" defined - Section 18.2 Any failure to timely pay monies owed to PHI or its affiliates, defaults which and any other breach of the franchise agreement that is not can be cured an incurable default h. "Cause" defined- Section 18.1 Financial failure, improper transfer, failure to allow non-curable defaults inspection, certain criminal convictions, disclosure of secrets, falsification of records, habitual default, public endangerment, material misrepresentation, unauthorized closure or loss of occupancy right

PHI FDD 29+320.1-4 51 Seotion in Location Franchise Pro^slon Agreement Summary 4 Youro^gatioos Sectioos5^ Returnof Manuai, cease use of mar^s,deidentification, on^min^oo/ 6tlt^^ payment of amounts due, return of spice biends and oonreoewal trademarked items, assignment of telephone numbers (also seer,beiow), removal of Computer System software ^ Assi^meotof Section t4Bi No restriction on PHI's right to assign oo^actbyPHI ^ "^805^ by Sectioosl^t^l^ Includes transfer of Location Pranchise Agreement or youDde^oo tBi^t^^t5 assets, and changes in ownership 1 PHI^ approve Sections 14,15 PHI has the rightto approve all transfers of tracer by yoo m Co^d^o^forPHI Sections 14, 15 No defaults,both parties signrelease, transferee meets approve of ^sfer PHI standards, transferee assumes your obligations, transfer fee paid^ you acknowledge the postterm covenants^ if corporation, 10^ owners personally guarantee obligations, restricted stoc^,nopubliclytraded stocl^ ^ PH^^hfoff^f Section 145 PHI can match any ofterfor your business refuse to aogoire yoorbu5^55 o PH^s option to Sections 19.4,195 PHI has no obligation to purchase your business at porobaseyour termination except PHI will buy all spice blends and PHI busmess has the right to buy all trademarked items p Yourdeatbor Section 145 Interest must be assigned to an approved transferee within d^ab^y six months after death or disability q Noo-oompef^o^ Section 122 No involvement by you, oryour principals, in anyother ooveoaotsdu^gfbe business that sells pi^a, pasta or other food items similar termofthefraoobi5e toApproved Products, and no lettingofpropertyyou oryour principals own to suchabusiness r No^oompef^oo Section 123 No involvement by you, or your principals, in any business ooveo^ts after thatsells pizza, pastaorsimilarfood items, within the same tbefraoobiseis county as orwithin twentyfive miles of your Restaurants,or terminated or within ten miles of any other Restaurant, for eighteen expires months from transfer of interest, termination or expiration s Modification of Sections 17,215 Nomodificatlons except by written agreement signedby tbe agreemeot PHI,or by PHI's modification ofthe Manual t integration Section 215 The written Location Franchise Agreement is the entire Merger clause agreement other earlier promises or agreements are not enforceable However,the previous sentence and PHI's integration/merger clause do not disclaim the representations in this Oisciosure Oocument u Dispute resolution Section 20 5 All disputes (except system wide disputes) must be by arbitration or mediated mediation v Cboiceofferum Section 201 Litigation mustbe in Collin County,Texas (subject to state law) w Cboice of iaw Section 201 Texas law applies (subject to state law).

^POO2^20^ 52 Pizza Hut Development Services Agreement:

Section in Pizza Hut Development Services Provision Agreement Summary (a) Length of the agreement term 2,3 As needed for the conduct of services for each phase. (b) Renewal or extension of the term Not Applicable Not Applicable (c) Requirements for you to renew Not Applicable Not Applicable or extend (d) Termination by you 8.1 You may terminate the agreement upon 7 days advance written notice if YRSG fails to perform its obligations through no fault of yours. (e) Termination by YRSG without Not Applicable Not Applicable cause (f) Termination by YRSG with 8.1, 8.2, 8.3, 8.4 YRSG may terminate the Agreement upon 7 days cause advance written notice if you fail to perform your obligations through no fault of YRSG's or if you fail to make payments as required. (g) "Cause" defined -defaults which Not Applicable Not Applicable can be cured (h) "Cause" defined -non-curable Not Applicable Not Applicable defaults (i) Your obligations on 8.4 You must pay YRSG for all services performed before termination/nonrenewal the date of termination. (j) Assignment of contract by YRSG 9.2 YRSG may assign to one of its affiliates or designate one or more of its affiliates to provide services under the agreement.

(k) "Transfer" by you 9.2 You may not assign without the written consent of YRSG. (1) YRSG's approval of transfer by Not Applicable Not Applicable you (m) Condition for YRSG's approval Not Applicable Not Applicable of transfer (n) YRSG's right of first refusal to Not Applicable Not Applicable acquire your business (o) YRSG's option to purchase your Not Applicable Not Applicable business (p) Your death or disability Not Applicable Not Applicable (q) Non-competition covenants Not Applicable Not Applicable during the term of the license (r) Non-competition covenants after Not Applicable Not Applicable the license is terminated or expires (s) Modification of the Agreement 9.3 May be amended only by written instrument signed by you and YRSG. (t) Integration/merger clause 9.3 Only the terms of agreement are binding. (u) Dispute resolution by arbitration 9.19 All disputes will be settled by arbitration or mediation (v) Choice of forum 9.19 Arbitration shall be in the County of Jefferson, Commonwealth of Kentucky (w) Choice of law 9.1 Law of the place where the project is located applies (subject to state law).

PHI FDD 20432014 53 Development Agreements:

Section in Development Provision Agreements Summary (a) Length of the agreement term 1 As mandated by PHI. (b) Renewal or extension of the term Not Applicable Not Applicable (c) Requirements for you to renew Not Applicable Not Applicable or extend (d) Termination by you Not Applicable You have no right to terminate. (e) Termination by PHI without Not Applicable Not Applicable cause (f) Termination by PHI with cause Exhibit N to ASA: 5 PHI can terminate if PHI issues a notice of default to Exhibit M to ASA: franchisee, FA is terminated, if franchisee attempts to 8, 9 transfer the DA or FA without PHI's advance consent, Exhibit K:, 8, 9 expiration of term, a material breach of DA, or failure to develop. (g) "Cause" defined -defaults which Not Applicable Not Applicable can be cured (h) "Cause" defined -non-curable Not Applicable Not Applicable defaults (i) Your obligations on Not Applicable Not Applicable termination/nonrenewal (j) Assignment of agreement by Not Applicable Not Applicable PHI (k) "Transfer" by you Not Applicable Not Applicable (1) PHI's approval of transfer by you Not Applicable Not Applicable (m) Condition for PHI's approval of Not Applicable Not Applicable transfer (n) PHI's right offirst refusal to Not Applicable Not Applicable acquire your business (o) PHI's option to purchase your Not Applicable Not Applicable business (p) Your death or disability Not Applicable Not Applicable (q) Non-competition covenants Not Applicable Not Applicable during the term of the agreement (r) Non-competition covenants after Not Applicable Not Applicable the agreement is terminated or expires (s) Modification of the Agreement Exhibit N to ASA: 8 May be amended only by written instrument signed by Exhibit M to ASA: you and PHI. 14 Exhibit K:14 (t) Integration/merger clause Not Applicable Not Applicable. PHI's integration/merger clause does not disclaim the representations made in this disclosure document. (u) Dispute resolution by arbitration Not Applicable Not Applicable or mediation (v) Choice of forum Exhibit N to Litigation must be in Collin County, Texas, subject to ASA: 11 state law. Exhibit M to ASA: 17 Exhibit K:17 (w) Choice of law Exhibit N to ASA: Texas law applies, subject to state law. 10 Exhibit M to ASA: 16 Exhibit K: 16

PHI FDD 3&^20_1_4 54 The Franchise Agreement provides for termination upon bankruptcy. This provision may not be enforceable underfederal bankruptcy law (11 U.S.C.A. Sec. 101 et seq.).

See the state addenda to the Franchise Agreement and Disclosure Document for special state disclosures.

Item 18

PUBLIC FIGURES

PHI does not use any public figure in the name or symbol of the franchised business, nor does any public figure endorse or recommend the franchise offered.

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 ifthe 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.

Of the approximately 59295995 domestic traditional Pizza Hut Restaurants opened at least a year as of December 31, 2012. 3832013. 367 were owned and operated by PHI or its subsidiaries as of December 31, 20122013 ("PHI-Owned Pizza Hut Restaurants"). The information stated below includes only the financial results ofthese 333367 PHI-Owned Pizza Hut Restaurants for the year ending December 31, 2012.2013. It does not include any financial results from Pizza Hut Restaurants that were owned and operated by franchisees as of December 31, 2042,2013. See Notes 1, 2, 3.

20422013 Average Performance PHI-Owned Pizza Hut Restaurants

Dine-In and RBD Pizza Hut Restaurants open for at least one year as of December 31, 20422013

Percent of Gross Sales AVERAGE GROSS SALES

(note 4) $1,008,000mflQn

AVERAGE COST OF SALES

(note 5) $27-9_o002Z8jm 2-8%29%

AVERAGE COST OF LABOR

(note 6) $3Q4TQQQ2am»fl 30%

A further subset ofthis information for Dine-In and RBD Pizza Hut Restaurants is as follows:

PHI FDD 30+320_1_4 55 Weeklv Per Restaurant Average Below $15.000

Number of Restaurants = 3543 Number of Percentage of Restaurants Restaurants Attaining or Attaining or Percent of Exceeding Exceeding Gross Average Average Sales Gross Sales Gross Sales AVERAGE GROSS SALES (note 4) $6597988^681 4322 54%51%

AVERAGE COST OF SALES (note 5) $189,096lS&68a 28J2&a%

AVERAGE COST OF LABOR (note 6) $214,8632^42% 33^28%

AVERAGE COST OF ADVERTISING (note 7) $32,48933*895 4^5,2%

AVERAGE SEMI-VARIABLE COSTS (note 8) $59752960232 &Ag2%

AVERAGE OTHER SEMI-VARIABLE COSTS (note 9) $20,44225*121 3:4M%

AVERAGE FIXED COSTS - OTHER (note 10) $18.83019,739 2^M%

AVERAGE COST OF RENT (note 11) £34^2636.415

AVERAGE EBITDA

(note 12) $89T05925Jfi3 43^11^%

Weeklv Per Restaurant Average $15.001 to $20.000

Number of Restaurants =4439 Number of Percentage of Restaurants Restaurants Attaining or Attaining or Percent of Exceeding Exceeding Gross Average Average Sales Gross Sales Gross Sales AVERAGE GROSS SALES (note 4) $92-3^-13901184 23jf 5241%

AVERAGE COST OF SALES (note 5) $257,574258,558 22428.7%

AVERAGE COST OF LABOR (note 6) $288^55280142 3472311%

AVERAGE COST OF ADVERTISING (note 7) $45,67040425 4452%

AVERAGE SEMI-VARIABLE COSTS £7^52577,989 &4&Z%

PHI FDD2O452014 56 (note 8)

AVERAGE OTHER SEMI-VARIABLE COSTS (note 9) $2&6523CU63 2^3%

AVERAGE FIXED COSTS - OTHER (note 10) $22,21122.043 2.4%

AVERAGE COST OF RENT (note 11) $37,41042J2a 4mJ%

AVERAGE EBITDA (note 12) S4S&3A6143,11A

Weeklv Per Restaurant Average Above $20.001

Number of Restaurants = §249 Number of Percentage Restaurants of Attaining or Restaurants Exceeding Attaining or Percent of Average Exceeding Gross Gross Sales Average Sales Gross Sales AVERAGE GROSS SALES

(note 4) $47344746414aQfLfia3 2422 4645%

AVERAGE COST OF SALES (note 5) $368^46%a*M2 27428^%

AVERAGE COST OF LABOR (note 6) £376,449371.291 2&62M%

AVERAGE COST OF ADVERTISING (note 7) $64J336L20a 445,1%

AVERAGE SEMI-VARIABLE COSTS (note 8) £94^496.383 6414:%

AVERAGE OTHER SEMI-VARIABLE COSTS (note 9) $32^2439.956 243J.%

AVERAGE FIXED COSTS - OTHER (note 10) $27,67126.736 2AZQ%

AVERAGE COST OF RENT (note 11) $36,00032265 2rZ2£%

AVERAGE EBITDA (note 12) $322-,-2-37-29-8J7_2 24^22.8%

PHI FDD 30+320.14 57 "Delco" Delivery/Carry-Out Pizza Hut Restaurants open for at least one year as of December 31, 20422013

Percent of Gross Sales AVERAGE GROSS SALES $992^l£M£GQ (note 4)

AVERAGE COST OF SALES (note 5) $263400282400 27%

AVERAGE COST OF LABOR (note 6) $289£QQ2a&QQQ 29%

A further subset of this information for "Delco" Delivery/Carry-Out Pizza Hut Restaurants is as follows:

Weeklv Per Restaurant Average Below $15.000

Number of Restaurants =-3429 Percentage Number of of Restaurants Restaurants Attaining or Attaining or Percent of Exceeding Exceeding Gross Average Average Sales Gross Sales Gross Sales AVERAGE GROSS SALES (note 4) $639,113644^33 431£ 5355%

AVERAGE COST OF SALES (note 5) $169,868110450 254222%

AVERAGE COST OF LABOR (note 6) $244^808200053 334-322%

AVERAGE COST OF ADVERTISING (note 7) $34:50633.796 4452%

AVERAGE SEMI-VARIABLE COSTS (note 8) $594^463,291 9:403%

AVERAGE OTHER SEMI-VARIABLE COSTS (note 9) $20,60126.633 324A%

AVERAGE FIXED COSTS - OTHER (note 10) $42^-5312203 1.9%

AVERAGE COST OF RENT (note 11) $25^75528.421 4444%

AVERAGE EBITDA (note 12) $107:28192.099 16415.1%

PHI FDD 304320.14 58 Weeklv Per Restaurant Average $15.001 to $20,000

Number of Restaurants = Percentage Number of of Restaurants Restaurants Attaining or Attaining or Percent of Exceeding Exceeding Gross Average Average Sales Gross Sales Gross Sales AVERAGE GROSS SALES (note 4) $893,480904.933 47-15 4554%

AVERAGE COST OF SALES (note 5) $239,937240572 254212%

AVERAGE COST OF LABOR

(note 6) $26.&r7-242Z2J49 30:2304.%

AVERAGE COST OF ADVERTISING (note 7) $4/1,2904728.6 5452%

AVERAGE SEMI-VARIABLE COSTS (note 8) $7244882.555 &7-9J_%

AVERAGE OTHER SEMI-VARIABLE COSTS (note 9) $27,72234.583 34-3.5%

AVERAGE FIXED COSTS - OTHER (note 10) $4449216,769 44.1,9%

AVERAGE COST OF RENT (note 11) $274452zaaa 34%

AVERAGE EBITDA (note 12) $490^1706.56 21419.5%

Weeklv Per Restaurant Average Above $20.001

Number of Restaurants = 6053 Percentage Number of of Restaurants Restaurants Attaining or Attaining or Percent of Exceeding Exceeding Gross Average Average Sales Gross Sales Gross Sales AVERAGE GROSS SALES (note 4) $1,251981_-L2.S7-,8M 2425. 4043%

AVERAGE COST OF SALES (note 5) sazM&tas&aos 2W2L2%

AVERAGE COST OF LABOR (note 6) $34W935&45a 2-7-:52.Z^%

PHI FDD 204320.14 59 AVERAGE COST OF ADVERTISING (note 7) $6-1^87851^74 445.2'

AVERAGE SEMI-VARIABLE COSTS (note 8) $94477103.862 74&Q%

AVERAGE OTHER SEMI-VARIABLE COSTS (note 9) $39.20313 176 3432%

AVERAGE FIXED COSTS - OTHER (note 10) $17,70810471 1.4%

AVERAGE COST OF RENT (note 11) $2644329,055. 2^2.2%

AVERAGE EBITDA (note 12) $34 3,742320953 27^4252%

"Delco Lites" Delivery/Carry-Out Pizza Hut Restaurants open for at least one year as of December 31, 20422013

Number of Restaurants = 49121 Percentage Number of of Restaurants Restaurants Attaining or Attaining or Percent of Exceeding Exceeding Gross Average Average Sales Gross Sales Gross Sales AVERAGE GROSS SALES (note 4) £803443706.061 2457 4347%

AVERAGE COST OF SALES (note 5) $217,548191.703 27,1200%

AVERAGE COST OF LABOR (note 6) $261,103220440 344324%

AVERAGE COST OF ADVERTISING (note 7) $30^753036.6. 445,2%

AVERAGE SEMI-VARIABLE COSTS (note 8) $65.86059,485 8404%

AVERAGE OTHER SEMI-VARIABLE COSTS (note 9) $24,02024245 &OM%

AVERAGE FIXED COSTS - OTHER (note 10) $-1442213443 -1-:-74J%

AVERAGE COST OF RENT (note 11) $4740510483 24-22%

AVERAGE EBITDA (note 12) £174415128.725 24^132%

PHI FDD 2W32Q_1_4 60 NCTES

1. This^aoo^pe^mancerepresen^on representee averages forasubsotof^ PizzaHutRestauraotsmtheeo^oeotal UnitedStates aod Alaska during the calendar year 204^2013 The subset consists efPHICwned PIzzaHut Restaurants as of Oecemher 31, 204^^^ and excludes all Rlzza Hut restaurants thatwere owned or operated hyfranchlsees of PHI as of Oecemher31,20^^^^The financial performance representation also excludes any restaurants acquired hy PHI during 2042^^^The financial performance represent not Include non traditional, Express, seasonal or any type of Pizza Hut restaurant other than traditional Olneln, PEO, Oelivery and Oellvery-Carryout PIzzaHut restaurants AIIPIzzaHut restaurants Included had heen openamlnlmum of one year as of Oecemher 31,204^2013^

2 AsofOecemher31,20^20^therewere333^PHI Cwned Pizza Hut Restaurants and 554^^^ franchlseeownedPlzza Hut Restaurants In the contlnentalUnlted States a Alaska that were opened at least one year Cfthe1310lne ln or REOPHI Cwned Pizza Hut Restaurants thatare Included In thlsflnanclal performancerepresentatlon,^^or^^^ attained orexceededthestatedaveragegross sales result and or ^O^^dld not attain the statedresults Cfthe4321450elcoOellveryand OellveryCarryoutPHICwned PIzzaHut Restaurants that are Included In this financial performance representation, 59^or4^^ attained or exceeded the stated average gross sales result and or ^^^dld not attain the stated results.Cf the ^^^Oelco Lite Oelivery andOellvery-CarryoutPHICwnedPlzza Restaurants thatare Included In this financial performance representation, 2^^or43^^ attained or exceeded the stated average gross sales result andfor 5764 or 53^ did not attain the stated results

3. Characteristics of the Included Restaurants may differ materially from the characteristics ofRestaurant(s)thatyoumayacgulreordovelopdependlng on yourexperlence, competition In your trade area, the physical condition ofthe Included Restaurants as compared to your Restaurant(s),employment and lahor conditions In yourtrade area,and the length oftime thatthe Included Restaurants have operated as compared to your Restaurant(s) ^our Individual financial results may differ suhstantially from the results stated In this financial performance representation, written substantiation for this financial pedormance representation upon reasonable request

4. ^Average Cross Sales'Is themathematlcal average of the total annual cash or other payments received for the sale or use of any products, goods, or services that were sold from the Pizza Hut Restaurants Included within the group, less applicable discounts, allowances and sales taxes.

5 ^Average Cost of Sales'ls the mathematical average of the total annual delivered cost of food, beverages, paper and promotional Items to the Pizza Hut Restaurants Included within the group,expressed asapercentage of Average Cross Sales.

6. ^Average Cost of labor' ls the mathematical average of the total annual hourly labor costs, the salaries and related costs ofmanagement, payroll taxes, health Insurance, vacation,sick pay, bonusesandworkers'compensatlonlnsuranceforallemployeesatthe Pizza Hut Restaurants Included within the group,expressed asapercentage of Average Cross Sales.

7 ^Average Cost of Advertising's the mathematical average of the total advertisement expensesspenton national, co opand local levels at the Pizza Hut Restaurants Included within the group,expressed asapercentage of Average Cross Sales

^FOO3^20^ 61 S. borage Sem^ana^eCost^ p^mbin^ ^ndsoapin^^ash remove and ^ngerationrepairoos^ga^ elootno and water eos^ telephone costs, dnver reimbursements tor deliv^^^ unitorms,customer reimbursement,restaurant torms and oheok,oredit oard and cashless at th^ Pizza Hut Restaurant Included within the group,expressed asapercentage ot Average Cross Sales g. average Cther Seml ^ariableCosts^s the mathematical average otthe total prevents maintenance costs ot equipment and parking lots, order entry terminal related expenses, security eguipment and alarm, property, liability and auto Insurance premiums and credit card tees and bank charges at the Pizza Hut Restaurants included within the group,expressed asapercentage otAverage Cross Sales. tO. ^Average Cther Fixed costs" is the mathematical average otthe total equipment rentals, satellite tees, real estate taxes and license, and other related tees at the Pizza Hut Restaurants included within the group,expressed asapercentage ot Average Cross Sales.

^Average Rent Costs" is the mathematical average otthe rent and common area maintenance expenses onleased properties at thePizzaHut Restaurant included within the group,expressed asapercentage ot Average Cross Sales. t2. "Average PSIPOA" is the mathematical average otall exponsos, not including any depreciation and amortization, or any income taxes, subtracted trom Average Cross Sales at the Pizza Hut Restaurants included witbin the group,expressed asapercentage ot Average Cross Sales

Phe PHICwned Pizza Hut Restaurants represented in the charts above representalarge sample ot traditional Pizza Hut Restaurants tor which reliable intormation tor at least one year's operationwasavailable As PHI Cwned Pizza Hut Restaurants, the Restaurants represented in the charts above do not have certain expenses that yourtranchisedRestaurantwill have,such as payment ot monthly Service Fees and sottware related tees. PHI Cwned Pizza Hut Restaurants also benetit trom economies ot scale that are not available to Restaurants that are owned singly or in small groups byatranchiseePHI-Cwned Pizza Hut Restaurants aro othen^ise reasonably similarto the tranehised Pizza Hut Restaurants otfered by this disclosure document. The Restaurants represented above hadbeen openaminimumot one year as ot Oecemher 31, 20^^^Anewtranchisee'sresultsarelikelyto be ditterent trom the results stated tinancial pertormance representation.

PHI recommends that you make your own independent investigation to determine whether or not the tranchise may be protitable, and consult with an attorney and other advisors hetore signing the Location Franchise Agreement.

Cther than the preceding tinancial pertormance representation, PHI does not make any tinancial pertormance representations. PHI also does not authorize its employees or representatives to make any such representations either orally or in writing. It you are purchasing an existing outlet, however,PHI may provide you with the actual records otthatoutlet.lt you receive any other tinancial pertormance intormation or projections ot your tuture income, you should report it to the tranchisor's management by contacting ^ohn^.iyiurphy, 7100 Corporate Orive, Piano, Pexas 75024 and 972 33S 7700, the Federal Trade Commission, and the appropriate state regulatory agenoies.

^F0O2O^0^ 62 Item 20

RESTAURANTS AND FRANCHISEE INFORMATION

See Exhibit I for the names, addresses, telephone numbers and Restaurants owned by all our franchisees as of December 31, 2012.2013.

Table No. 1

System wide Outlet Summary For Years December 31,20402011 to December 31, 20422013

Column 1 Column 2 Column 3 Column 4 Column 5

Outlet Type Year Outlets at the Start of Outlets at the End of Net Change the Year the Year Franchised 20402011 5402-5553 #6635585 +46432 2044- 5553 5535 +32 2012 5585 5763 + 178 2013 5763 5841 ±73 Company-Owned* 20402011 554460 460480 -404+20 2044- 460 430 +20 2012 480 45445.3 -2627- 20402013 6056453 6043491 ^3+33 Total 2011 6013 6065 +52 2012 6065 62476216 +462151 2013 6216 6332 +116

* Company-Owned Outlets" are Restaurants owned and operated by PHI or its subsidiaries.

Table No. 2

Transfers of Franchised Outlets to New Owners (Other than the Franchisor) i For Years December 31, 20402011 to December 31I2012 ai2fll3

Column 1 Column 2 Column 3

State Year Number of Transfers Alabama 24102011 20 2044 0 2012 0 2013 11 Alaska 204-02011 0 2044 0 2012 0 2013 0 Arizona 20402011 0 2044 0 2012 7 2013 Z Arkansas 20442011 0 2044 0 2012 2 2013 0 California 20442011 028 2044 28

PHI FDD 20452014 63 Column 1 Column 2 Column 3

State Year Number of Transfers 2012 36 2013 3 Colorado 20402011 05 2044- § 2012 4 2013 0 Connecticut 20402011 02 2044 8 2012 0 2013 0 Delaware 20402011 0 2044 0 2012 0 2013 0 Florida 20402011 0 2044 0 2012 6 2013 0 Georgia 20402011. 90 2044 0 2012 0 2013 0 Hawaii 20402011 0 2044 0 2012 0 2013 0 Idaho 20402011 0 2044 0 2012 0 2013 0 Illinois 20402011 03 2044 3 2012 0 2013 0 Indiana 20402011 50 2044 0 2012 5 2013 0 Iowa 20402014 03 2044 3 2012 0 2013 1 Kansas 20402011 30 2044 0 2012 0 2013 11 Kentucky 20402011 41 2044 4 2012 0 2013 0 Louisiana 20402011 0 2044 0 2012 0 2013 0

PHI FDD 2O4320_1_4 64 Column 1 Column 2 Column 3

State Year Number of Transfers Maine 20402011 0 2044 0 2012 0 2013 0 Maryland 20102011 10 2044 0 2012 0 2013 0 Massachusetts 20402011 0 2044 0 2012 0 2013 0 Michigan 204020.14 0 2044 0 2012 0 2013 0 Minnesota 20402011 02 2044 2 2012 0 2013 52 Mississippi 20402041 0 2044 0 2012 0 2013 0 Missouri 20402011 0 2044 0 2012 0 2013 Montana 20402011 0 2044 0 2012 0 2013 0 Nebraska 20402011 1 2044 4 2012 0 2013 0 Nevada 20442011 0 2044 0 2012 0 2013 0 New Hampshire 204020.11 0 2044 0 2012 0 2013 0 New Jersey 20402011 0 2044 0 2012 0 2013 0 New Mexico 20402011 0 2044 0 2012 0 2013 0 New York 20402011 0 2044 0 2012 0 2013 0

PHI FDD 3O4320_t_4 65 Column 1 Column 2 Column 3

State Year Number of Transfers North Carolina 20482011 03 2044- % 2012 32 2013 0 North Dakota 20402011 0 2044 0 2012 0 2013 0 Ohio 20402011 §4Q 2044 0 2012 0 2013 0 Oklahoma 20402011 0 2044 0 2012 0 2013 0 Oregon 20402011 0 2044 0 2012 0 2013 1 Pennsylvania 20402011 20 2044 0 2012 0 2013 0 Rhode Island 20402011 0 2044 0 2012 0 2043 0 South Carolina 20402011 0 2044 0 2012 0 2013 0 South Dakota 20402011 0 2044 0 2012 0 2013 0 Tennessee 20402011 0 2044 0 2012 0 2013 0 Texas 20402041 291 2044 4 2012 11 2013 4 Utah 20402011 04 2044 4 2012 5 2013 0 Vermont 20402011 0 2044 0 2012 0 2013 0 Virginia 20402011 010 2044 46 2012 0 2013 0

PHI FDD 30+32014 66 Column 1 Column 2 Column 3

State Year Number of Transfers Washington 20482011 0 2044- 0 2012 0 2013 0 West Virginia 20402011 80 2044 0 2012 0 2013 0 Wisconsin 20402011 0 2044 0 2012 0 2013 1 Wyoming 20402011 0 2044 0 2012 0 2013 0 District of Columbia 20402011 0 2044 0 2012 0 2013 0 Total 20402011 44823 2044 78 2012 108 2013 24

1 Restaurants transferred (not franchise agreements) between franchisees. These figures do not include a transfer when the beneficial ownership of the franchise does not change; or transfers from PHI to a franchisee.

Table No. 3

Status of Franchised Outlets For Years December 31, 30402011 to December 31, 20422013

Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8 Column 9

State Year Outlets at Outlets Termina-ti Non-Renew Reacquired Ceased Outlets at Start of Opened ons als by Opera­ End of Year d*) Franchisor tions - the Year Other Reasons (2*) Alabama 2O4OZ0.11 130 44 0 0 0 1 430133 2044 400 4 0 0 0 4- 433 2012 133 3 0 0 0 3 133 201% 133 8 Q Q Q Q 141 Alaska 20402011 14 0 0 0 0 01 4413 30442012 4413 0 0 0 0 40 13 20422013 13 0 0 0 0 0 13 Arizona 20402011 59125 67Q 0 0 0 43 425122 20442012 425122 03 0 0 0 3 122 20422013 122 32 0 0 0 34 422425 Arkansas 2040201.1 86 04 0 0 0 62 8688 20442012 8688 42 0 0 0 2 88 20422013 88 24 0 0 0 23 8889 California 20402011 403440 4710 0 0 0 408 440442 2044 440 40 0 0 0 8 442 2012 442 12 0 0 0 7 447 2013 442 16 Q Q Q 8 455

PHI FDD 20+32014 67 Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8 Column 9

State Year Outlets at Outlets Termina-ti Non-Renew Reacquired Ceased Outlets at Start of Opened ons als by Opera­ End of Year (11 Franchisor tions - the Year Other Reasons (21 Colorado 2-0402011 446114 03 01 114 204-42012 114 31 40 20 444115 30432013 444115 62 445114 Connecticut 20402011 14 03 01 4416 20442012 4415 4013 20422043 4018 32 03 40 4312 Delaware 20402011 10 10 20442012 10 01 02 409 20422013 409 20 910 Florida 20402011 342334 45 04. 93 334332 2044 334 333 2012 332 44 374 2013 3ZA m 3M Georgia 20402011 340206 03 43 306211 2044 206 244 2012 211 13 217 2013 211 223 Hawaii 20402011 20442012 20422013 Idaho ZWOZOJA 33 07 3340 20442012 3340 7.1. 4041 20422013 4041 40. 41 Illinois 20402.011 443.142 353Q 42 447115 2044 447 30 475 2012 175 14 183 2013 133 131 Indiana 20402011 443140 015 03 31 440151 20442012 440151 458 30 4-2 45415Z 20422013 454157 33 457152 Iowa 20402011 447113 02 42 113 20442012 113 26 443111 20422013 440112 60 21 447J16 Kansas 30402011 mm 42 174 204420.12 174 31 4741Z3 30422043 4741Z3 45 24 473177 Kentucky 20402011 wm 54. 4441Q.6 20442012 444106 25 40 4061QB 204320.13 imiQQ 511 40811G Louisiana 304020-11. 8685 02 04.3. 42 8642 30442012 8542 21 430. 20 4349 20422013 4340 78 485Z Maine 00402011 25 01 2526 20442012 2526 40. 26 20422013 26 26 Maryland 20402011 404-119 01 44S11£ 20442012 440±m 43 443114 30422013 446114 44 300 444412 Massachusetts 20402QH 19 04 01 4322 3044 49 20 2012 22 22 2011 22 il Michigan 20402011 455143 32 30 72 148 2044 448 448 2012 148 454150 2013 150 146 Minnesota 20442011 8695 06 95140 2044- 95 400 2012 100 101

PHI FDD 204320.1.4 68 Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8 Column 9

State Year Outlets at Outlets Termina-ti Non-Renew Reacquired Ceased Outlets at Start of Opened ons als by Opera­ End of Year (1*) Franchisor tions - the Year Other Reasons (2*) 2013 101 0 0 0 0 Z 94 Mississippi 20402011 70 0 0 0 0 0 70 20442012 70 02 0 0 0 0 70Z2 20432013 7022 2 0 0 0 01 72Z3 Missouri 20402011 403124 43 0 0 0 03 194 2044 404 3 0 0 0 3 404 2012 194 1 0 0 0 0 195 2013 195 6 0 Q 0. 4 192 Montana 20402011 444.0 0 0 0 0 40 40 26442012 40 0 0 0 0 01 403.9 20422013 4039 0 0 0 0 40 39 Nebraska 20482011 8384 40 0 0 0 01 8433 26442012 8483 01 0 0 0 1 83 26432013 83 42 0 0 0 1 8384 Nevada 20402011 53 03 0 0 0 01 0355 20442012 0355 01 0 0 0 1 55 20422013 55 42 0 0 0 42 55 New Hampshire 20402011 19 0 0 0 0 0 19 20442012 19 0 0 0 0 0 19 20422013 19 0 0 0 0 0 19 New Jersey 20402011 045.9. 25 0 0 0 4 5960 2044 50 0 0 0 0 4 50 2012 60 5 0 0 0 2 63 2013 63 4 0 0 0 1 66. New Mexico 20402011 53 0 0 0 0 01 5352 20442012 5352 0 0 0 0 1 5251 20422013 5251 0 0 0 0 40 51 New York 20402011 456154 0 0 0 0 23 454151 2044 454 0 0 0 0 3 404 2012 151 2 0 0 0 2 151 2013 151 a 0 Q 12 .4 143 North Carolina 20402011. 208205 09 0 0 0 31 205213 2044 265 0 6 0 0 4 243 2012 213 4 0 0 0 2 215 2013 215 13 0 Q 0 4 224 North Dakota 20402011 20 0 0 0 0 01 2019 20442012 2019 0 0 0 0 40 19 26422013 19 0 0 0 0 0 19 Ohio 2040 264 4 0 0 28 20 240 Ohio 2011 216 7 0 0 39 5 179 2012 179 9 0 0 0 4 184 2013 134 4 0 Q Q 1 132 Oklahoma 20402011. 420118 1 0 0 0 30 443119 2044 443 4 0 0 0 0 440 2012 119 5 0 0 0 1 123 2013 123 4 0 Q 0 4 123 Oregon 204O2Q11 5251 03 0 0 0 42 5452 2044 54 3 9 0 0 2 52 2012 52 7 0 0 0 1 58 2013 53 2 0 0 0 Q 60 Pennsylvania 20402011. 476194 205 0 0 0 23 404190 2044 404 0 0 0 0 3 406 2012 196 40 0 0 0 8 228 2013 228 6 0 0 0 3 231 Rhode Island 20402011 8 0 0 0 0 0 8 20442012 8 01 0 0 0 01. 8 20422013 8 40 0 0 0 42 86 South Carolina 20402011 420110 23 0 0 0 32 449120 2044 440 3 0 0 0 2 420

PHI FDD 20432014 69 Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8 Column 9

State Year Outlets at Outlets Termina-ti Non-Renew Reacquired Ceased Outlets at Start of Opened ons als by Opera­ End of Year 01 Franchisor tions - the Year Other Reasons (2*) 2012 120 5 0 0 0 1 124 2013 124 1 0 0 0 a 122 South Dakota 20402011 30 40 0 0 0 40 30 2044- 30 Q 0 0 0 0 30 2012 30 1 0 0 0 0 31 2013 31 0 0 0 0 i ao Tennessee 20402011 474173 05 0 0 0 40 473128 2044 473 0 0 0 0 0 473 2012 178 7 0 0 0 4 181 2013 131 4. 0 Q Q 1 .184. Texas 20402011 302478 44026 0 0 0 24 478500 2044 478 26 0 0 0 4 500 2012 500 29 0 0 0 3 526 2013 526 24 0 Q 0 6 544 Utah 20402011 4647 1 0 0 0 0 4748 20442012 4748 42 0 0 0 01 4849 20422013 4849 33 0 0 0 1 4051 Vermont 20402011 8 02 0 0 0 01 89 20442012 89 30 0 0 0 40 9 20422013 9 0 0 0 0 01 98 Virginia 20402011 403191 43 0 0 40 2 404102 20442012 4041.92 % 0 0 0 23. 402.196 20422013 402190 7 0 0 0 3 406200 Washington 20402011. 808.6. 413 0 0 0 61 86103 2044 86 48 6 0 0 4 403 2012 103 2 0 0 0 0 105 2013 105 5 0 0 0 2 108 West Virginia 20402011 §933 0 0 0 400 20. 38 2044 33 0 0 0 0 6 33 2012 38 2 0 0 0 2 38 2013 33 0 0 0 0 0 38 Wisconsin 20402011 126 02 0 0 0 01 426127 2044 420 2 0 0 0 4- 427 2012 127 1 0 0 0 1 427128 2013 123 5 0 Q 0 5 128 Wyoming 20402011. 30 1 0 0 0 1 30 20442012 30 40 0 0 0 40 30 20422013 30 0 0 0 0 0 30 District of 20402011. 87 0 0 0 0 1 76 Columbia 20442012 76 0 0 0 0 40 6 20422013 6 0 0 0 0 01 65 Total 2040 5402 040 0 0 57 403 5553 Total 2011 5553 208 44 0 50 82 5585 2012 5585 264 0 0 0 86 5763 2013 5763 207 0 0 10 110 5841

NOTE: Many of our franchisees have the right to close and/or relocate their Restaurants for various reasons, including lease expirations. Such voluntary closures are not included in this list unless the franchisee has left the system. (1*) - This column includes new, relocated locations and locations acquired by franchisee from franchisor. (2*) - This column includes closures due to low volume, lease expiration, etc.

PHI FDD 304320.14 70 Table No. 4

Status of Company-Owned Outlets* For Years December 31, 20092011 to December 31, 20442013

Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8

State Year Outlets at Outlets Outlets Outlets Outlets Sold Outlets at Start of Opened Reacquired Closed to End of Year from Franchisee the Year Franchisee Alabama 20402011 0 0 0 0 0 0 204420.12 0 0 0 0 0 0 20422.01.3. 0 0 0 0 0 0 Alaska 20402.011 0 0 0 0 0 0 2044201.2 0 0 0 • 0 0 0 20422013 0 0 0 0 0 0 Arizona 20402011 §70 0 0 0 670 0 20442012 0 0 0 0 0 0 20422013 0 0 0 0 0 0 Arkansas 20402011 §7 20 0 0 0 7 20442012 7 0 0 0 0 7 20422013 7 0 0 0 0 7 California 20402011 460 0 0 0 44Q 0 20442042 0 0 0 0 0 0 20422013 0 0 0 0 0 0 Colorado 20402011 0 0 0 0 0 0 20442012 0 0 0 0 0 0 20422013 0 0 0 0 0 0 Connecticut 20402011 0 0 0 0 0 0 20442012 0 0 0 0 0 0 20422Q13 0 0 03 0 0 03 Delaware 20402011 0 0 0 0 0 0 20442012 0 0 0 0 0 0 20422013 0 0 0 0 0 0 Florida 20402011 3430 42 04 21 0 3035 2044 30 2 4 4 0 35 2012 35 0 0 0 35 0 2013 0 0 Q 0 Q n Georgia 20402011 2323 5 0 0 0 2833 2044 28 5 0 0 0 33 2012 33 6 0 2 1 36 2013 36 2 0 2 Q 36 Hawaii 20402011 0 0 0 0 0 0 2044 0 0 6 0 6 0 2012 0 0 0 0 0 0 2013 0 n/a n/a n/a n/a n/a Idaho 20402011 67 40 0 0 97 70 2044 ? 0 0 0 7 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 Illinois 20402011 9759 42 0 71 3624 5936. 2044 59 2 0 4 24 36 2012 36 6 0 5 0 37 2013 37 5 0 4 0 33 Indiana 20402011 38 23 03 21 015 3328 2044 38 3 3 4 45 28 2012 28 3 0 2 0 29 20402013 02.9 03 0 01 0 031 Iowa 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 Q 0 Kansas 20402011 0 0 0 0 0 0 2044 0 0 0 0 0 0

PHI FDD 30+32014 71 Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8

State Year Outlets at Outlets Outlets Outlets Outlets Sold Outlets at Start of Opened Reacquired Closed to End of Year from Franchisee the Year Franchisee 2012 0 0 0 0 0 0 2013 0 Q 0 Q 0 Q Kentucky 26402011 010 0 54 01 0 +013 2044- 40 0 4 4 0 43 2012 13 3 0 1 0 15 2043 15 z Q 2 fi 44 Louisiana 26402014 4019 322 0 0 0 4941 2044 40 22 0 0 0 44 2012 41 19 0 2 0 58 2013 58 in Q 0 0 es Maine 26462011 0 0 0 0 0 0 2644 6 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 Maryland 20402011 0 0 0 0 0 0 2044 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 Q 0 Q 0 0 Massachusetts 20402011 0 0 0 0 0 0 2044 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 4 1 Q 3 Michigan 20402011 03 0 30 0 0 3 2044 3 0 0 0 0 3 2012 3 1 0 1 0 3 2013 3 1 Q 1 0 3 Minnesota 20402011 0 0 0 0 0 0 2044 6 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 Q 0 Q a Mississippi 26402011 2723 30 0 40 0 26 2044 26 0 0 0 0 23 2012 26 3 0 2 0 27 2043 21 4 0 2 0 22 Missouri 20402011. 0 0 0 0 0 0 2044 0 0 0 0 0 0 2012 0 0 0 0 0 0 2043 0 0 0 0 0 0 Montana 20402011 0 0 0 0 0 0 2044 0 Q 0 0 0 0 2012 0 0 0 0 0 0 2043 0 0 0 0 0 0 Nebraska 20402011 0 0 0 0 0 0 2044 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 a 0 0 Nevada 20402011 40 0 0 40 0 0 2044 0 0 0 o 0 0 2012 0 0 0 0 0 0 20.13 0 0 0 0 0 0. New 2040201.1 0 0 0 0 0 0 Hampshire 2044 6 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 New Jersey 26402011 0 0 0 0 0 0 2044 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 Q 0 0 Q New Mexico 26402011 0 0 0 0 0 0 2044 6 0 0 0 0 0 2012 0 0 0 0 0 0

PHI FDD 20432Q.1.4 72 Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8

State Year Outlets at Outlets Outlets Outlets Outlets Sold Outlets at Start of Opened Reacquired Closed to End of Year from Franchisee the Year Franchisee 2012 0 Q 0 0 0 Q New York 20402011 0 0 0 0 0 0 204+ 0 0 0 0 0 0 2012 0 0 0 0 0 0 2010 0 0 12 4 0 a North Carolina 20+02011 0 0 0 0 0 0 204+ 0 0 0 0 0 0 2012 0 0 0 0 0 0 2043 0 0 0 0 0 Q North Dakota 20102011 0 0 0 0 0 0 20++ 6 e 0 0 0 0 2012 0 0 0 0 0 0 20+02013 0 7Q 290 m 0 280 Ohio 2011 29 11 39 7 0 72 2012 72 19 0 8 0 83 2013 33 12k 0 5 0 21 Oklahoma 20402011 2 0 0 0 0 2 2044 2 0 0 0 0 2 2012 2 0 0 0 0 2 2013 2 Q 0 0 0 2 Oregon 20402.011. 0 0 0 0 0 0 2044 0 e 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 Q Q 0 Pennsylvania 20402011 4026 50 0 4-0 480 26 2044 26 0 Q 0 0 26 2012 26 0 0 0 26 0 2013 0 0 0 0 0 Q Rhode Island 20402011 0 0 0 0 0 0 2044 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 South Carolina 20402011 56 40 0 0 0 6 204+ 6 0 0 0 6 6 2012 6 1 0 1 0 6 2013 6 1 0 0 0 1 South Dakota 20402041 0 0 0 0 0 0 2044 6 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 Q Tennessee 20402011 0 0 0 0 0 0 2044 0 0 0 0 0 0 2012 0 0 0 0 0 0 20402013 2240 460 0 0 4430 4340 Texas 2011 134 2 0 0 4 132 2012 132 3 0 01 7 428127 2013 122 8 0 4 a 128 Utah 20402011 0 0 0 0 0 0 204+ 0 0 0 0 9 6 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 Vermont 20402011 0 0 0 0 0 0 2044 0 0 0 0 0 0 2012 0 0 0 0 0 0 2013 0 0 0 0 0 0 Virginia 20402011 01 10 40 40 0 1 2044 4 0 0 0 6 4 2012 1 0 0 0 0 1 2013 1 0 0 0 0 1 Washington 20402011 4413 30 0 40 610 460 2044 40 0 0 0 46 0

PHI FDD 304320.1.4 73 Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8

State Year Outlets at Outlets Outlets Outlets Outlets Sold Outlets at Start of Opened Reacquired Closed to End of Year from Franchisee the Year Franchisee 2012 0 0 0 0 0 0 2013 0 0 0 0 0 Q West Virginia 20402m. 043 1 49Q 1 0 19 2044- 40 4 0 4 0 49 2012 19 5 0 2 0 22 2m 22 fi Q 6. 0 22 Wisconsin 20402044 0 0 0 0 0 0 2044 0 0 0 0 0 0 2012 0 0 0 0 0 0 2m 0 Q 0 0 0 Q Wyoming 20402041 0 0 0 0 0 0 2044- 0 a 0 6 0 0 2012 0 0 0 0 0 0 2m .0 0 0 0 0 0 District of 20402m 0 0 0 0 0 0 Columbia 2044 0 0 0 0 0 6 2012 0 0 0 0 0 0 20102013 6S4Q 550 570 270 2790 4600 Total 2011 460 48 50 12 66 480 2012 480 69 0 2621 69 454453 2m 453 60 10 32 a 421

* Company-Owned Outlets" are Restaurants owned and operated by PHI or its subsidiaries.

Table No. 5

Projected Openings as of December 31, 20422013

Column 1 Column 2 Column 3 Column 4

State Franchise Agreements Projected New Projected New Signed But Outlet Not Franchised Outlet in the Company-Owned Outlet Opened Next Fiscal Year in the Next Fiscal Year Alabama 0 9Z 0 Alaska 0 40 0 Arizona 0 3 0 Arkansas 0 2 0 California 0 4-810 0 Colorado 0 61 0 Connecticut 0 32 0 Delaware 0 21 0 Florida 0 440 0 Georgia 0 64 2Q Hawaii 0 0 0 Idaho 0 40 0 Illinois 0 441 40 Indiana 0 25 40 Iowa 0 01 0 Kansas 0 40 0 Kentucky 0 34 40 Louisiana 0 40Z 430 Maine 0 0 0 Maryland 0 32 0 Massachusetts 0 01 24 Michigan 0 02 0

PHI FDD 304320.14 74 Minnesota 0 21 0 Mississippi 0 32 §2 Missouri 0 43 0 Montana 0 0 0 Nebraska 0 2 0 Nevada 0 01 0 New Hampshire 0 01 0 New Jersey 0 404 0 New Mexico 0 01 0 New York 0 446 05 North Carolina 0 93 0 North Dakota 0 0 0 Ohio 0 3 475 Oklahoma 0 02 0 Oregon 0 42 0 Pennsylvania 0 03 0 Rhode Island 0 0 44 South Carolina 0 21 0 South Dakota 0 0 0 Tennessee 0 23 0 Texas 0 4415 73 Utah 0 02 0 Vermont 0 01 0 Virginia 0 65 0 Washington 0 3 0 West Virginia 0 0 82 Wisconsin 0 01 0 Wyoming 0 0 0 District of Columbia 0 01 0 Total 0 470435 0530

A list containing the names, addresses, telephone numbers and locations owned by all PHI franchisees as of December 31, 20122013 is attached to this disclosure document as Exhibit 1-1. A list of the names, cities, states, business telephone numbers or, if unavailable, the last known home telephone numbers of all franchisees who have had their franchise terminated, cancelled or not renewed, or who otherwise voluntarily or involuntarily ceased to do business under their franchise agreement during the fiscal year 2012.2013. is attached as Exhibit I-2. The franchisees that have not communicated with us within ten weeks of the date of issuance of this disclosure document are also listed in Exhibit I-2.

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

There are no trademark-specific franchisee organizations associated with the franchise system being offered which we have created, sponsored or endorsed:

The following, lists the name, address (to the extent the franchisee organization has informed us of it), telephone number, e-mail address and Web address of the only trademark-specific franchisee organization associated with the franchise system being offered which is incorporated or otherwise organized under state law and has asked us to be included in our disclosure document during the next fiscal year:

PHI FDD 204320.14 75 I.P.H.F.HA, Inc. Wichita, Kansas 316-685-1208 www.iphfha.com

During the last three fiscal years, we have not signed any confidentiality clauses with a current or former franchisee in a Franchise Agreement, settlement agreement or any other contract restricting their ability to speak to you openly about their experience with the Pizza Hut franchise.

Item 21

FINANCIAL STATEMENTS

Exhibit L contains the audited consolidated financial statements of YUM for fiscal years ended December 28. 2013. December 29.2042,2012 and December 31, 2011 and Docomber 25, 2010,2011, along with YUM's Guaranty of Performance. YUM absolutely and unconditionally guarantees to assume the duties and obligations of PHI under the Location Franchise Agreement should PHI become unable to perform its duties and obligations.

IF YOU WILL BE PURCHASING A FRANCHISE IN THE STATE OF ILLINOIS: You have not been provided with financial statements of the franchisor. Therefore, you do not have knowledge of how this specific company has performed. However, the guarantor guarantees the performance of the franchisor, and a copy of the Guaranty of Performance is on file with the Attorney General.

Item 22

CONTRACTS

The following agreements are attached as Exhibits to this disclosure document:

Pizza Hut, Inc. Location Franchise Agreement and Amendments - Exhibit C

Asset Sale Agreement (With Fee Interest) with Exhibits - Exhibit E

Exhibit A - Form of Bill of Sale Exhibit B - Form of Franchise Agreement Exhibit C - Form of SUS/FMS License and Support Agreement Exhibit E - Form of Subscriber Agreement for 2 Way Broadband Communications Services Exhibit F - Form of Franchisee Agreement and Mutual Indemnification For Participation in Online Ordering Exhibit G - Form of Quik Order Agreement Exhibit H - Form of Assignment and Assumption Agreement (Real Property Leases) & Blanket Guaranty Exhibit I - Form of Assignment and Assumption Agreement (Equipment Leases & Contracts)

PHI FDD 204320.14 76 Exhibit J - Form of Access and Confidentiality Agreement Exhibit K - Form of Special Warranty Deed Exhibit L - Form of WingStreet Development Authorization Agreement Exhibit M - Form of Development Agreement Exhibit M-1 - Development Agreement Fees Exhibit N - Form of Development Agreement Exhibit O - Form of Pre-Close Statement Exhibit P - Form of C.H.A.M.P.S. Program Participation Notice Agreement

Pizza Hut Development Services Agreement - Exhibit F Confidentiality Agreement (new stores) - Exhibit G - 1 Confidentiality Agreement (existing stores) - Exhibit G-2 Pizza Hut Hiring Management System and Learning Management System Services and Support Agreement - Exhibit H YUM FundingCapital Financing Program Credit Agreement (Leasehold) - Exhibit J-1 YUM FundingCapital Financing Program Credit Agreement (Fee Simple) - Exhibit J-2 Development Agreement - Exhibit K WingStreet Development Authorization Agreement - Exhibit M C.H.A.M.P.S. Program Participation Notice Agreement - Exhibit N Test Market Agreement - Exhibit O

Item 23

RECEIPTS

Exhibit P contains two copies of a detachable receipt.

PHI FDD 204320.14 77