FRANCHISE DISCLOSURE DOCUMENT Carl's Jr. Restaurants

FRANCHISE DISCLOSURE DOCUMENT

Carl's Jr. Restaurants LLC A Delaware Limited Liability Company 6307 Carpinteria Avenue, Suite A Carpinteria, CA 93013 (805) 745-7500 [email protected] www.carlsjr.com

The franchisee will operate either a quick service restaurant under the name "Carl's Jr.," offering a limited menu of breakfast, lunch and dinner products and featuring charbroiled 100% Black" Angus Thickburger sandwiches, Hand-Breaded Chicken Tenders, Made from Scratch Biscuits, and other related quick serve menu items ("Carl's Jr. Restaurant"), or a quick service restaurant under the names "Carl's Jr." and "Green Burrito," featuring, in addition to the products previously mentioned, a limited menu of Mexican food products ("Dual Concept Restaurant").

The total investment necessary to begin the operation of a newly-developed Carl's Jr. Restaurant ranges from approximately $1,260,000 to $1,908,000. This includes $15,000 to $45,000, which must be paid to us. The total investment range does not include the cost of buying or renting the business location.

The total investment necessary to begin the operation of a newly-developed Dual Concept Restaurant ranges from approximately $1,282,000 to $1,949,500. This includes $15,000 to $45,000, which must be paid to us. The total investment necessary to convert an existing Carl's Jr. Restaurant to a Dual Concept Restaurant ranges from approximately $22,500 to $41,500. These total investment ranges do not include the cost of buying or renting the business location.

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 governmental agency has verified the information contained in this document.

You may wish to receive your disclosure document in another format that is more convenient for you. To discuss the availability of disclosures in different formats, contact Tina Slay, Franchise Coordinator, at 6307 Carpinteria Avenue, Suite A, Carpinteria, CA 93013, (805) 745-7841.

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 an 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 by calling 1-877-FTC-HELP or writing the FTC at 600 Pennsylvania Avenue, NW, Washington, D.C. 20580. You can also visit the FTC's home page at

CJR-TR-FDD-0510/14 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.

Issued: May 28, 2014, as amended October 20, 2014

CJR-TR-FDD-0510/14 STAT^COV^RPAC^

Your âte may havea^nch^^ before oêrmg or ^mgfranch^myour state REGtSTRATtONOF^FRANCHtSEBÂSTATE DOES NOT MEAN T^TTHESTATE RECOMMENDS THE FR^N^^ INEORMATtON IN THtS DISCLOSURE DOCUMENT

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MANY FRANCHISE AGREEMENTS DO NOT ALLOW YOU TO RENE^ UNCONDITIONALLYAETERTHEINITIAL TERM EMPIRES ÔUMAYHAÊTOSICN^NEW AGREEMENT WITH DIFFERENT TERMS AND CONDITIONSINORDERTO CONTINUE TO OPERATE ÔUR BUSINESS BEFORE YOU BUY, CONSIDER WH^TRIGHTS YOU HÊ TO RENEW YOUR FRANCHISE, IFANY,ANDWHATTERMS YOU MIGHT HAÊ TO ACCEPT IN ORDER TO RENEW

Please eoosIdertbefoIIowmgRISRFACTORS before you buy tblsfranebise:

1 THE FRANCHISE AGREEMENTS REQUIRE YOU TO RESOLVE DISPUTES WITH US BY LITIGATION ONLYIN THE STATE IN WHICH OUR PRINCIPAL OFFICES ARE LOCATED, WHICH CURRENTLY IS CALIFORNIA OUTOFSTATE LITIGATION MAYFORCE YOU TO ACCEPTALESSFAVORABLE SETTLEMENT FOR DISPUTES IT ALSO MAY COST YOU MORE TO SUE US IN CALIFORNIA THAN INYOUR OWN STATE

2 THE FRANCHISEAGREEMENTS STATE THATCALIFORNIALAWGO^BERNS THE AGREEMENTS, AND THIS LAWMAYNOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS LOCAL LAWYOUMAY^ANTTOCOMPARE THESE LAWS

3 THERE MAYBEOTHERRJS^S CONCERNING THIS FRANCHISE

We use tbe services of one or more FRANCHISE BROKERS or referral sources to assist usm selling our franchise. Atranebise broker or referral source represents us, not you. Wepaytbispersonatee tor selling our franchise or referring you to us You should be sure to do your own investigation of the franchise.

This disclosure document is to be used in the District ofCoIumbia and all states except: Hawaii: Illinois^ Maryland^ Michigan^ Rhode Islands and Virginia.

The effective date oftbis disclosure document for the following states is listed below:

^awa^ ^neI0,20I4

Minnesota June^20I^as amended ,2014

North Dakota June^20I4, as amended October 20, 2014

South Dakota June 3, 2014, as amended October 20, 2014

Washington June4, 2014, as amended October 20, 2014

Wisconsin June 3,2014,as amended ,2014

^RTR-TOO-0510/t4 Table of Contend

PAC^ ^eml The Franch^o^ And Any Parent Predecessor and Af^^ 1 hem2 Business Experience ^

item3 Litigation tt

Item4 Bankruptcy

item5 Initial Pees ^

Item6 Other Fees t6

item7 Estimated Initial Investment 20

Item8 Restrictions on Sources ofProducts and Services 2^24

Item9 Eranchisee'sObligations 2^26

Item 10 Einancing ^

Itemll EranchisoBsAssistance^Advertising, Computer Systems, andTraining Item 12 Territory

Item 13 Trademarks

Item 14 Patents, Copyrights, and Proprietary Information 4546

Item15 CbligationtoParticipate in the Actual Operation oftheEranchiseBusiness 4647 Item 16 Restrictions on What the Franchisee May Sell 4748

Item17 Renewal,Termination, Transter,and Dispute Resolution 4849 Item18 Public Figures

Item 19 Financial Performance Representations 5556

Item 20 Outlets and Franchisee Information ^^0

Item21 Financial Statements

Item 22 Contracts

Item 23 Receipts ^2

^RBrR-FDD-^ioBt4 Exhibits

A. List of State Administrators

B. Agents for Service of Process

C. Development Agreement

D. Commitment Agreement

E. Green Burrito Addendum to the Commitment Agreement

F. Franchise Agreement

G. Green Burrito Addendum to the Franchise Agreement

H. Confidentiality Agreement

L Asset Purchase Agreement

J. Sublease

HK. Green Burrito Conversion Addendum to the Franchise Agreement

IL. Co-Brand Location Addendum

J-M. Preliminary Agreement

KN. Software Agreements

LO. Carl's Jr./Green Burrito Operation Procedures Manual Table of Contents

MP. List of Franchisees That Closed/Transferred Franchised Restaurants in Fiscal Year 2014

WQ. List of Franchisees and Franchised Locations

OR. Financial Statements

PS. Addenda Required by Certain States

QT. Loan Documents

Receipt

CJR-TR-FDD-0510/14 ITEMI THEFRANCH^O^ANDANY^R^^

Tosimphfy the language intb^ d^osuredoeumen^^weB'"u5"and"CJR"refertoCarE5^ Restaurant LLC, the franeh^o^ "You" refers to the person or legal entity who buys the franehise If you areaeorporation, partnership, limitedliability company or other business entity, ee^ disclosure document also apply to your owners and will he noted.

CJR is offering, in connection with this disclosure document, the opportunity to hecomeafranchisee andoperate eitheraCarl's Jr Restaurant ora Dual Concept Restaurant atatraditional location. Unless otberwisenoted,the disclosures inthisdisclosuredocument apply tohothCarl'sJr Restaurant franchises and Dual Concept Restaurant franchises.

CJR offers franchises to operate Carl's Jr. Restaurants and Dual Concept Restaurants at nontraditionallocationsunderaseparate disclosure document and separate registrations. That offer is on terms and conditions different from those described in this disclosure document. Nontraditionallocations include, but are not limited to, airports, train stations, bus stations, travel plazas, stadiums, arenas,^ centers, military facilities, schools,colleges, universities,hospitals,recreationalthemeparks,businessor industrialfoodservicevenues,venues in which foodservice is or may be provided byamaster concessionaire or contract foodservice provider, Indian reservations, casinos or any similar captive market location. CJR is also selling certain conrnany operated Restaurants to qualified current and prospective franchisees for operation as franchised Carl'sJr.Restaurants and Dual Concept Restaurants.

C^rFs^r.and DnalConcent Restanrants. Carl's Jr. Restaurants are quick service restaurants of^ringalimited menu ofbreakfast, lunch and dinner products and featuring charbroiled t00% Black Angu^ Thickburger sandwiches,Hand-BreadedChickenTenders, MadefromScratch Biscuits, andother related quick serve menu items.

Dual Concept Restaurants are quick service Carl'sJr. Restaurants that also incorporate the CB Dual Concept System. In addition to Carl's Jr.breakfast, lunch and dinner products, Dual Concept Restaurants offer certain Creen Burrito Mexican food products.

You must comply with all local, state and federal laws and regulations applicable to the operation of your Restaurant, including bealth, sanitation, food handling, food preparation, waste disposal, smoking restrictions and advertising and point-of-sale disclosures, including statements concerning the nu^ dietary characteristics ofthetood served at your Restaurant. There are other laws and regulations applicable to businessesgenerally(suchas the Americans witbDisabilities Act) with whichyou also mustcomply You should consult withyourattomeyconcerning all laws and regulations that may affect your Restaurant operations

In addition, all newly-developed Carl'sJr. Restaurants and Dual Concept Restaurants must containa charbroiler. The charbroilerhasbeentheobjectofregulationincertain areas of thecountry,including California where, in some regions, chain-driven cbarbroilers must have catalytic converters. The possibility exists that other states may require that air pollution control equipment be installed in connection with the use of acharbroiler. ^ou would be expected to comply with these regulations, if applicable toyour Restaurant, and pay all costs ofinstallation and maintenance ofthe control equipment.

The restaurant business,includingthequick service segment, is highlycompetitive. Youwillbe competing with other quick service restaurants, including national and regional restaurant chains, as well as withindividually owned coffeeshopsand budget restaurants, tf you will beoperatingaDualConcept Restaurant, you also willbe competing witb national,regional and local Mexican quick service restaurant cbains The ability of each Carl's Jr. Restaurant and DualConcept Restaurant to compete depends on its location, ingress and egress, signage, parking, service, employee attitudes, overhead, changing local market

CJR-TR-FDD-^tO^ and economycond^onsa^

TheFranchi^ Yon can buyaânchise to develop and operas one CarTs^R^^^ Dual Concept Restaurant âneêdRestanrantôrifyon^^^ certain qualifications, you can buy the rights to develop multiple Ca^ Restaurants underaDevelopment Agreement (Exhibited Foilowing our acceptance ofasite, you and we willexecuteaCommitmentAgreement(ExhibitD), which will govern your development of the Franch^^ Restaurant In addition, if you desire to developaDual Concept Restaurant, you and we will executea Creen Burrito Commitment Agreement Addend Commitment Agreement to refiect your desire to constructaDuai Concept Restaurant. Simultaneously with your execution of the Commitment Agreement and Creen Burrito Commitment Agreement Addendum, if applicable, you will executeaFranchise Agreement (Exbibitând, if applicable,aCreen Burrito^ AgreementAddendum(ExhibitC),whicbwill modify certain provisions of the Franchise Agreement, and pay the Initial Franchise Fee You should not acquire any interest inasite for the Franchised Restaurant until you have been approved asafranchisee (or, if you already areatranchisee, until you have been approved for expansion) and we have accepted tbe site in writing We will provide youatnliy-executed FranchiseAgreement(andCreen Burrito Franchise Agreement Addendum, if applicable)when we authorize the opening ofthe Franchised Restaurant.

If vouare interested inourchasingoneor morecomoanv-oneratedRestaurants. in lieuof the procedure described in the preceding paragraph vou will first signaletter of intent regarding the p^^^ purchase. Ifyou wish to review any ofour confidential materials in connection with your potential purchase of company-operated Restaurants, vou must signaConfidentialitv Agreement exhibit FI^ You and we will then execute an Asset Furchase Agreement, the general form of which is attached as Exhibit I. Atthe time of tbe closing ofthe transaction, vou and we will execute, among otherthings and if appropriate,aSublease^^^ each Restaurant, the general form of which is attached as Exhibits At closing you and we will also execute aFrancbise Agreement and,ifappIicabIe,aDuaI Concept Franchise Agreement Caswell as applicable addendatbereto that refiect the terms ofthe Asset Purchase Agreement foreach Restaurant anda Development Agreement pursuant to which you will develop an agreed-upon number of Franchised Restaurants.

Ifyoucurrently areoperatingaCarEs Jr.Restaurantandyouareinterestedinconvertingthat Restaurant toaDual Concept Restaurant, you must first be approved in writing for conversion. Once we hayeapprovedyouforconversion,youwiIIexecuteaCreen Burrito Conversion Franchise Agreement Addendum (Exhibit H^),which will modify certain provisions of your existing Franchise Agreement The Creen Burrito Conversion Franchise Agreement Addendum will govern your conversion of the CarEsJr Restaurant toaDual Concept Restaurant and your operation of the Dual Concept Restaurant We will provideyouafully^executedCreenBurrito Conversion Franchise Agreement Addendum when we authorize the opening ofthe Dual Concept Restaurant.

Ifthe Franchised Restaurant will be operated in connection with the operation ofagasolinestation,a truck stop and/oraconvenience store, you and we also will executeaCo-Brand Location Addendum to the Franchise Agreement ("Co-Brand Location Addendum") (Exhibits, which will modify certain p^ ofthe Franchise Agreement.

Ifyou are not currentlyafranchisee,priorto your entering into any other agreement with us, we may require you to executeaFreliminary Agreement (Exhibits) under which you must agree to keep confidential the information provided by CJR to you during Discovery Day and thelO-Day Operate Overview (both described below) During Discovery Day,you must attenda^day meeting at CJR'soffices and ataCarEsJrand/orCarFsJr/Creen Burrito Dual ConceptRestaurantduringwbich you will mee^ and be evaluated by, various CJR personnel In addition, you and^or those persons designated by you, and agreed to by us, may be required to complete, as we deem necessary and to our satisfaction, an operations overview, which lasts approximatelylObusiness days ("lO^Day Operations Overview")

2 CIRTR-EDO-0^t4 Your rec^pt of this d^osured^ that you maydevdop or openaFranchised Restaurs Before you maydevdop and openaFranchised Restaurant, CJR must approveyou as a franchisee (or, ifyou already are afranehisee, approve you for expansion), CJR must accept the locationof your proposedFranehisedRestaurant,you must attendand successfully complete CJR's franchise management tram^ the Franchise Agreement. Among other things, you should not acquire any interest inasiteforaFranchised Restaurant until,at the earliest, you are approved hy CJR asafranchisee(or, if you already areafranchisee, approved for expansion)and CJR accepts the site for your Franchised Restaurant

The Franchisor and Its^redecessor. CJR isaDelaware limited liability company organized on January 30, 20t3 Cur principal place of business is 6307 Carpinteria Avenue, Suite A, Carpinteria, California 93013. Cur agents for service of process in various states are listed in Exhibits. Wedo business under the name "CarFsJrB'and the name"Creen Burrito" in conjunction with the "CarFsJrB'name. ê have operated and offered franchises for CarFsJr. Restaurants and Dual Concept Restaurants înceAprill, 20t3. As of January3t,2014, there were 437 company-operated Restaurants, including 296 Dual Concept Restaurantsandtherewere 700 domesticfranchised Restaurants, including315 Dual Concept Restaurants. In addition, as of January31,2014, there were tbe following international franchised CarFsJr. Restaurants^ AmericanSamoa- l^Brazil^3^Canada^^CostaRica-7^Denmark-2^ Dominican Republic-l^ Ecuador- 10^ lndonesia-6^ Malaysia-7^ Mexico- 169^Newêaland- 15^ Fanama-6^ People's Republic of China-5^FuertoRico-t^Russia-37^Singapore^7^Thailand-^^Turkey-4ândîetnam- 4. (We consider American Samoa and Puerto Rico to be international locations even though they are U.S. territories.) Cn April 1,2013,CJR also became the franchisor ofthe existing stand-alone franchised Creen Burrito Restaurants, of which there are currently five. CJR does not operate or offer franchises for stand alone Creen Burrito Restaurants and has no present intention of doing so. CJR also owns the Red Burrito DualConcept System. We donotengagein any other business or offer franchisesin any otherline of business.

CurpredecessorisCarllârcherEnterprises, Inc.,aCalifornia corporation incorporated on Feb^ 7, t966,with the same principalplace of business as ours. Cn March 26,2013,it was converted froma corporation to a limited liability company, Carl marcher Enterprises EEC, a Delaware limited liability company formed on February25, 2013. Effective Cctober7, 2013, Carlârcher Enterprises EECwas convertedtoaCalifbmia limited liability company. Carl marcher Enterprises EEC has the same principal place of business as ours. (Carl marcher Enterprises, Inc. and Carl marcher Enterprises EEC will be collectively referred to in this disclosure document as "ClÊ".) ClÊ operated Carl's Jr Restaurants from 1966 until March 3t,20t3 and Dual Concept Restaurants from 1995 until March 31, 2013 ClÊalso offeredfranchisesfor Carl's Jr Restaurantsfrom t984 until March31, 2013 andforDualConcept Restaurants from 1996 until March31,2013 From 1997 to 1998, ClÊ also offered franchises to operate Carl's Jr./Hardee'sDual Concept Restaurants. ClÊ has not engaged inany other businessor offered franchises in any other line ofbusiness.

The Fmancm^Transaction and the Management A^reemeot. CnAprill,2013,in connection withaflnancing transaction, ClÊ assigned to us all existing franchise agreements ("Franchise Agr^^ and development agreements ("Development Agreements'') governing franchised Carl'sJr. Restaurants and Dual Concept Restaurants so that we could expand and administer the Carl'sJr. and Creen Burrito Systems (through new franchises and other means)and, pursuant toaContribution Agreement, ClÊ contributed to us its ownership of the "Carl'sJr.''trade names, service marks and other trademarks that are associated with Carl's Jr. System and we were assigned ownership ofthe "Creen Burrito" trade names, service marks and other trademarks that are associated with tl^CB^ In addition, substantially all ofthe real estate assets associated with the operation of company-owned C^^^^ Jr. Restaurants and DualConcept Restaurants previously owned or leased by ClÊ (or its afliliates) and substantially all of the real estate leases and subleases between Cl^(or its afflliates)and francs assigned to us, and we assumed the operation of substantially all of the company-owned Carl'sJr. and Dual Concept restaurants.

3 ^RBrR-^-o^t4 Under an April L20l3management agreement ("Management Agreement among our indirect eorporateparent^CÊRestanrantsHoidings, inc., ns and several other parties^CÊRes^^^ Inc.may-at ail times acting on our behaif-fnifili all of our duties and obligations under ail e^^ future Franchise Agreements and Development Agreem Burrito Systems^ marketing and offering new and renewal Franchise Agreements and Development Agreements as our franchise hroker^training franc support to franchisees CÊ Restaurants Holdings, inc wiil act in conjunction with C^F in fulfilling o duties and obligations under the Franchise Agreements and Development Agreements.

C^F Restaurants Holdings, tnc (and C^F) employ all the persons who will provide serv^ on our behalf under the terms of your Franchise Agreements and Development Agreements, tf C^F RestaurantsHoidings, inc. fails toperfbrm its obligationsundertheManagement Agreement, it may be replaced as the franchise service provider. However, as the franchisor, we will always be ultimately responsible for fulfilling all of our duties and obligations under your Franchise Agreements and Development Agreements.

^nr parent and Certain Affiliates. Our direct corporate parent is Carl'sJr.Funding EEC ("CJF"), and CJF'sdirectcorporate parent is CarFsJrSF^ Guarantor LLC ("SF^") CJF and SF^B are Delaware hmited liability companies organized on Januarys, 20t3,with the same principal place ofbusiness as ours. Neither CJFnorSF^offerfi^anchisesin any line of business or provide products or services to CarFs Jr. franchisees.

SFY's direct corporate parent is Cl^F, and C^F's direct corporate parent is C^F Restaurants Holdings, Inc., whichisa whollyowned subsidiary of C^Ffnc. FriortoMarch 26,2013, we were an indirectwholly-owned subsidiary of C^F Restaurants, fnc.,aDelaware corporation formed in Marcht^^ whose principal place of business was the same as ours. On March 26, 2013,C^F Restaurants, inc.was merged into O^F Restaurants Holdings, Inc , with O^F Restaurants Holdings, Inc as the surv^^ O^F Restaurants Holdings, fnc.isaDelaware corporation organized on February 22, 2013,whose principal place ofbusiness is the same as ours and O^F Inc.isaDelaware corporation incorporated on April 15,2010, whose principal place ofbusiness is the same as ours On December 24, 2013,the substantial majority of all issued and outstanding shares of common stock of OI^Ftnc.was acquired by OI^F Holding Oorporation,a Georgia corporation organized on November7,2013,whose principal place of business is1180Feachtree Street, Suite 2500, Atlanta, GA 30309 G^F Holding Corporation is affiliated with Roark Capital Group,a private equity firmbased in Atlanta, Georgia. Neither C^FHo1dingCorporation,C^Ftnc.norC^F Restaurants Holdings, tnc.offer franchises in any line ofbusiness, and neither CI^F Holding Corporation nor C^F Inc.offer or provide products or services to CarFsJr. franchisees (CI^F Restaurants, Inc.and C^F Restaurants Holdings, Inc. will be collectively referred to in this disclosure document as "C^R".) Our direct affiliates that offer franchises or provide products or services to CarFs Jr. fianchisees, in addition to C^ are:Hardee'sRestaurantsLLC("HR^andHFDLLC

HRisaDelaware limited liability company formed on January 30, 2013,whose principal place of business is 100 N.Broadway,Suite 1200, St. Louis, Missouri 63102 As of January31,2014, there were457 company-operated Hardee'sRestaurants,including3l8Hardee's/Red Burrito Dual Concept Restaurants, and there were 1,264 domestic franchised Hardee's Restaurants, including 133 Hardee's^Red Burrito Dual Concept Restaurants, tn addition, as of January31,2014, there were the following international franchised Hardee's Restaurants: Bahrain-14^Fgypt-3^Jordan^5âzakhstan ^ûwait-45^Lebanon-6^ Oman^6^Fakistan-^âtar-13^ Saudi Arabia-90^ and United Arab Fmirates-42. HR has operated and offered franchises for Hardee'sRestaurants and for Hardee's^Red Burrito Dual Cone since April 1,2013 HR also has operated one Roy Rogers Restaurant since April 1,2013. HR has not engaged in any other business or offered franchises in any other line ofbusiness.

^RTR-FOD-^1^14 HEDLECâDâwarebmêdha^ place of busmess 15321 JeffteysRoa^RockyMou^No^hCarolina 27804 HEDLLCânmdêct subsâry of OnMarch2^ 2013, HED LLC wasmerged mtoHLD, Inc., aNorth Carolina corporation Incorporated on Cctobcr22, 1979 with the same principal place ofbnsiness,withHLDLLC as the snrviviog entity. (HLD, Inc. and HLD LLC will he collectively referred to in this disclosure document as ^HLD".) HLD sells and distributes most approved items of equipment used in Carl'sJr Restaurants, Dual Concept Restaurants, Hardee's Restaurants and Hardee's/Red Burrito Dual Concept Restaurants HLDalso sells used equipment,primariiy to purchasers other than Carl's Jr. Restaurants, Dual Concept Restaurants, Hardee's Restaurants and Hardee's^Red Burrito Dual Concept Restaurants. HLD has not offered franchises in any line ofbusiness and bas not engaged in any other business.

AffiliatedFranchise^ro^rams. Through common control with or common management by either RoarkCapitalCroup,lnc.("RCC") or Roark Capital Management LLC,bothAtlantabased management companies affiliated with the private equity firm, Roark Capital Croup,we are affiliated with the franchise programs ("Affiliated Rrograms"):

FCCUS Brands is tbe direct or indirect parent company to 6 franchisors^ including Carvel Corporation (^Carvel''), Cinnab^ Franchisor LLC ("MF"), Auntie Anne's Inc. ("Auntie Anne's") and McAlister's Corporation ("McAlister's")

Carvel is a leadingretailerof brandedicecream cakes intheUnited Statesandaproducerof premium soft-serve ice cream. Carvel was acquired by RCC in Cctober 200l.Carvel's principal place of business is 200 ClenridgeFointFarkway, Suite 200, Atlanta, Ceorgia 30342. Carvel has been associated witb the ice cream business sincel934.Carvel began franchising retail ice cream shoppes in 1947 and as of December31,2013, had 377 domesficretailsboppes(including39shoppesco-brandedin^chlotzsky's restaurants operated by our affiliate),47 international retail by independent third parties that offer Carvels ice cream and fiozen desserts including cakes and ice cream novelties. Carvel has not offered fiancbises in any other line ofbusiness.

Cinnabon licenses independent third parties to operate domestic and international franchised Cinnabon^bakeriesandSeattle's Best Coffee^fianchises on militarybasesintheUnited States and in certain international countries, and to use the Cinnabon trademarks on products dissimilar to those offered Cinnabonbakeries CnNovember 4,2004, FCCUS BrandspurchasedCinnabonlntemational, Inc., the parent company ofCinnabon, from AFC Enterprises, Inc. and FCCUS Brands became the parent company of Cinnabon International, Inc. and indirect parent ofCinnabon.Cinnabon's principal place ofbusiness is 200 ClenridgeFointFarkway,Suite 200, Atlanta, Georgia 30342. Cinnabon began franchising in 1990 and, as of December3l,2013,franchisees operated 582 Cinnabonretail outlets inthe United States and 558 Cinnabon retail outlets outside the United States and5Seattle'sBest Coffee units in the United States and 148 units otber countries. As ofDecember31,2013,Cinnabon operated one company-owned Cinnabon retail outlets in the United States. Cinnabon bas not offered franchises in any other line ofbusiness.

Schlotzsky'sfranchisesSchlotzsky's^quick-casualrestaurants whichfeaturesandwiches,p^^^^ soups, and salads. Schlotzsky'ssignatureitems are its "fresh-from-scratch" sandwich buns and pizza crusts that arebakedon-site every day. Cn November 17,2006,FCCUSBrands,tbroughits wholly owned subsidiary, Scblotzsky's, purchased from Schlotzsky's, Ltd. and its afiiliate, Schlotzsky'sReal Estate Holdings,Ltd., bothTexas limited partnerships, substantially all of the assets, including, among other allfranchiseagreementsandtrademarks^servicemarksandotherintellectualproperty,tbatcomp^^ Schlotzsky's^ restaurant franchise system and the Scblotzsky's brand. Schlotzsky's principal place of business isll401 Century CaksTerrace, Suite 400, Austin,^^ have been offered since 1976. As ofDecember31,2013,tberewere 298 franchised Schlotzsky'srestaurants operating in theUnitedStates,39 company-owned restaurants and8Schlotzsky's restaurants operating outside the United States. Scblotzsky'sbasnotofferedfranchises inany other line ofbusiness.

5 CJRTR-FOD-05t^t4 On August 29, 2007, MF, a wholly owned subsidiary of FOCUS Brands, purchased from Moe's SWG Holdings, LLC, Moe's Holdings, LLC and Moe's Southwest Grill, LLC, substantially all of the assets, including, among other items, all franchise agreements and trademarks, service marks and other intellectual property, that comprised the Moe's Southwest Grill® fast casual restaurant concept. As a result, MF franchises the Moe's Southwest Grill® fast casual restaurant concept that offers fresh-mex and southwestern food. MF's principal place ofbusiness is 200 Glenridge Point Parkway, Suite 200, Atlanta, Georgia 30342. MP's predecessor, Moe's Southwest Grill, LLC, began offering Moe's franchises in 2001. As of December 31, 2013, there were 523 franchised Moe's restaurants operating in the United States, 5 operating outside the United States and 4 company-owned Moe's restaurants in the United States. MF has not offered franchises in any other line ofbusiness.

Auntie Anne's franchises Auntie Anne's® facilities that offer soft pretzels, lemonade, frozen drinks and related foods and beverages. On November 5, 2010, FOCUS Brands purchased all the outstanding shares of Auntie Anne's Food, Inc. ("AAFI"), the parent company of Auntie Anne's. Through an acquisition, FOCUS Brands became the indirect parent company of Auntie Anne's. Auntie Anne's principal place ofbusiness is 48-50 W. Chestnut Street, Suite 200, Lancaster, Pennsylvania 17603. Auntie Anne's has offered franchises since January 1991. As of December 31, 2013, there were approximately 962 franchised facilities and 15 company-owned stores in the United States and approximately 420 franchised facilities operating outside the United States. Auntie Anne's has not offered franchises in any other line ofbusiness.

McAlister's offers full-size and non-traditional fast casual restaurant franchises offering counter- service, on-premises and take-out services featuring a complete or limited line of deli foods, including hot and cold deli sandwiches, baked potatoes, salads, soups, desserts, iced tea and other food and beverage products under the names "MCALISTER'S DELI®" or "MCALISTER'S SELECT®." McAlister's principal place ofbusiness is 4501 North Point Parkway, Suite 100, Alpharetta, Georgia 30022 and it has an additional operations center located at 721 Avigon Drive, Suite A, Ridgeland, Mississippi 39157. McAlister's has been franchising since 1999 and as of December 31, 2013 had 275 domestic franchised restaurants and 46 company-owned restaurants. McAlister's became an affiliated franchise program through an acquisition in July 2005 and in October 2013, McAlister's parent was merged with a subsidiary of FOCUS Brands and McAlister's became an indirect subsidiary of FOCUS Brands. McAlister's has not offered franchises in any other line ofbusiness.

EASTSIGNSTmer-nat-ienaK Inc. ("FASTSIGNS^4s-&#ancbisor of businesses-specializing in selling, marketing^—producing—and—instaJ-ling—visual—GommuniGations—including—signs-(-b0th—non-eleGtr-ieal—and eleGtriea^r-graphiGSr-banneFST-flagSr-vîele-graphiGSr-vehieJe-wmpSr^-DAîgnageêomphanGe-signsj dimensional-lettersîmensional-signageâdy-to^^ exhibitsHrade-shew-and-other-displaysMigitakimaging printing--(-ineluding-small format?-large-format-and grand format), advertising and promotional-products (including wearablesêctronic or digital signage^2D barcedesrwebsites-^ti^gWaf^d-mobile^ and other related graphics, marketing services and other complementary products and services, with its prmeipal-plaGe-of-husffless-at 2542 Highlander Way, Car-felltonrêxas-^5Q06. FASTS1GNS has done business under-the-names American Fastsignsr-kic, FASTSIGNS-tntemational, Inc. and FASTSJGNS®, FASTSI-GNS-hasê&n-franGhi5ing-^n6e-1^86^nd-a^êeeêr 31, 204-3-had~4&5-êntefs4n-the-URited States-and^7-Gentefs4mema#onaJ!y^ddW^ under-our-A-ustralian master franchiseeT-FASTS! aequi5it-ion-in-OGt©ber^003vTASTSIGN^

Batteries Plus, L.L.C. ("Battefies"Plus") is a franchisor that offers individual and multiple unit franchises for the operation of Batteries Plus Bulbs® stores selling batteries, light bulbs and related accessories and services for retail consumer and commercial accounts. Batteries Plus' principal place of business is 1325 Walnut Ridge Drive, Hartland, Wisconsin 53029. Batteries Plus became an affiliated franchise program through an acquisition in November 2007. Batteries Plus has been franchising since August 1996 and as of December 31, 2013 had 562 franchised stores and 40 company-owned stores.

6 CJR-TR-FDD-0510/14 Ba^e^es Plus has not offered fta^^

Primrose SehoolPranehlslngComp^ estahhshment, development and operation of educational ehildearefae^^ fiom^weeks to 12years old operating under the Primrose® name.Primrose'sprineipalplaee ofbusiness 3660 Cedarerest Road, Aeworth, Georgia 30101 Primrose became an af^hated franchise progr^^ an acquisition in June 2008Primrose has been franchising since l^and as ofDecember31,2013had 272 franchised facilities andlcompany-owned facility.Primrose has not offered fiancbises i^ business.

Petâlu Canada Inc. ^Petâlu'îsafianchisor that offers fiancbises fi^r specialty reta^ operating under the trademark ^Tetâlu" that sell food and supplies fi^r dogs, cats, birds, fish, repfi^^ small animals. Pet âlu's principal place ofbusiness i^^ L3R^6.Pet âlu became an affiliated franchise program through an acquisition in August 2009. Pet âlu has been franchising sincel987.Pet âlu also operates one otber small chain of specialty retail pet supply stores in Cntario,Canadaandone other chain of specialty retailpet supply stores in British Col^^ Canada.The small Ontario chain operates under tbe trademark ^Paulmac's Pet Poods" and, as ofDecember 28, 2013,there were14fianchisedand3company-ownedstores.The British Columbia chain, acquired by Pet Yalu in April 2010, operates under tbe trademark "Bosley's Pet Pood Plus" and, as of December28, 2013, there were17 franchised and 29 company-owned stores. As of December 28, 2013, there were 251 franchised and 102 company owned Pet âlu stores operating in Canada, and 123 companyôwned Pet âlu stores intheUnitedStates.Petâlu bas not offered franchises in any otber line of business and currently onlyoffers franchises fortbeoperationofPetYalu and Bosley'sstores in Canada.

Wingstop Restaurants, Inc ("WINCSTCP") is afranchisorofrestaurants operating under the WtNC-STCP® trade name and business system that serve buffalo-style chicken wings and complementary side dishes and beverages Its principal place of business is 5501 LBJPreeway,5thP1oor,Dal1as,Texas 75240. WfNCSTCP became an affiliated franchise program through an acquisition in April 2010. W1NCSTCP has been francbising since May 1997 and, as of December 29, 2013, had 593 restaurants operating in the United States (569 franchised and 24 company-owned) and21 restaurants operating internationally W1NCSTCP has not offered franchises in any other line ofbusm^^

CBC RestaurantCorp.(^CornerBakery") isafranchisor of fast-casual restaurants operating un^^^ the Corner Bakery Cafe® trade name and business systemthat serve artisan breads, salads, sandwiches, soups and baked goods for breakfast, luncb and dinner. Corner Bakery'sprincipal place ofbusiness is 12700 Park Central Drive, Suite1300,Dallas,Texas 75251 In June 2011,Comer Bakery became an affiliated fianchise program through an acquisition. Corner Bakery has been francbising since June 2006 and, as of December31,2013,there werellOcompany-owned restaurants and 49 fianchised restaurants in the United States. Comer Bakery has not offered franchises in any other line ofbusiness.

Arby's Restaurant Croup, Inc. ("Arby's^isafranchisor of quick-serve restaurants operate tbe Arby's® trade name and business system that feature slow-roasted, freshly sliced roasted beef sandwiches Arby's principal place ofbusiness is1155 Perimeter Center West, Suite 1200, Atlanta, Georgia 30338. In July 2011, Arby's became an affiliated franchise program through an acquisition. Arby'shas beenfranchisingsince 1965 and,as of December31, 2013,therewereapproximately 3,267 Arby's restaurants operating in the United States (2,311fianchised and 956 company^owned), and 135 fianchised Arby's restaurants operating internationally. Predecessors and former affiliates ofArby's have, in the past, offeredfranchisesfor other restaurant concepts includingT.J.Cinnamons®. AsofDecember31,2013, there were approximately61T.J.Cinnamons locations in the United States. TJ.Cinnamons stores serve gourmet baked goods.

Massage Envy Franchising, LLC isafianchisor of businesses that offers professional therapeu^ massage services, facial services and related goods and services under the name "Massage Envy" or Massage

7 Envy Spa®. Massage Envy Franch^ Seottsdale, Arizona 85260 In September 2012, Massage Envy became an aviated fianebise program tbrongb an aeqmsition. Massage Envy Eranebising bas been francbising sinee 2010 and tbrcngb its predecessor since 2003.As of December^!,2013 tberewere 940 franebised Massage Envy Spas operating in tbe United States.Additionally,tbe predecessor of Massage Envy Erancbising previously sold fiancbises for regional developers,wboacqmredalicenseforadefined region in wbicbtbey were required to open and operateadesignatednumberofMassage Envy Spas eitber by tbemselves or tbrougb franchisees tbattbey wouldsolicit. AsofDecember31, 2013, there were41 regionaldevelopersoperating53 regionsinthe United States. Massage Envy Franchising bas not offered franchises in any other line ofbusiness.

None ofthe affiliated franchisors are obligated to provide products or services toyour however, you may purchase products or services from these franchisors ifyou choose to do so.

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

t^M2 BUSINESS E^ERIENCE

Independent Mana^er^ OrlandoCFi^neroa

Mr. Eigueroa has served as our Independent Manager since April 1, 2013. He also has been employed by Eord Securities Corporation ("EordSecurities"),wbicb provides services to the secure and structured finance market, located inNew York, NY since March 2002, and currently serves as Managing Director ofEord Securities.

^dependent Mana^er^ Alhe^t^Fmravanti

Mr. Eioravanti has served as our Independent Manager since May2014.He also has been employed by Eord Securities since December 1999 and currently serves as Senior ^ice President ofEord Securities'

ChiefE^ecntive Officer AndrewE.^nzder

Mr.Euzder has held tbis position since January 30, 2013. He also has been ChiefExecutive Officer ofHR, CJE and SE^ since January 30, 2013 MrEuzder has been CbiefExecutive Officer andaDirector of O^R,O^E,HED and Hardee's Eood Systems EEC and its predecessor (collectively "HES") since Jun^ 2000

^resident^ E.MichaelMarphv

Mr Murphy has held this position since January 30, 2013. He also has been President of HR,OJE and SP^B since January 30, 2013 Mr Murphy has served as President and ObiefEegal Officer of Ol^E, O^R,HEDandHESsinceJanuary2009,isaDirectorofO^E,HEDandHESandisO^sSecretary

Chief Financial Officers Theodore Ahaiian

Mr.Abajian has beldtbis position since January30, 2013. He also has been OhiefFinancial Officer ofHR,OJF and SP^B since January 30, 2013 MrAbajian has been OhiefFinancial Officer of OÊ,O^R, HED and HPS since May 2003, Executive Yice President ofOÊ,Cl^R,HED and HFS since March 2002 andaDirectorofOÊ,O^R,HEDand HPS since February 2011

CJR^R-EDD O^O/^ Executive-Vice-President, International: Ned Lyerly, Jr.

Mr. Lyerly has held this position since January-30r3Q-l-3July 2014. He also has been Exeeut+ve-V-ie-e President, International feroLHR-sinee-ânuaiy-ÔrÔj^. Mr. yyerl-y-aiso-has-served-as-ExeGtmve-Vîee Pfesident-Ifiternational-o&i CKE, CKR and HPS since July 2014. Mr. Lyerly was Executive Vice President International of CJR and HR from January 2013 to June 2014 and of CKE, CKR and HPS from June 2012_to June 2014. From April 2010 to June 2012, he was Executive Vice President, Global Franchise Development of CKE, CKR and HPS, and from July 2006 to April 2010, he was Senior Vice President Global Franchise Development for CKE, CKR and HPS.

Senior Vice President, Legal and Secretary: Charles A. SeigeK HI

Mr. Seigel has held these positions since January 30, 2013. He also has been Senior Vice President, Legal and Secretary of HR, CJF and SPV since January 30, 2013. Mr. Seigel has been Compliance Officer of CKR, General Counsel and Secretary of CKE, Senior Vice President, Legal of CKE, CKR, HED and HPS and Assistant Secretary of CKR, HED and HFS since April 2005.

Senior Vice President, Legal and Assistant Secretary: William R. Werner

Mr. Werner has held these positions since January 30, 2013. He also has been Senior Vice President, Legal and Assistant Secretary of HR, CJF and SPV since January 30, 2013. Mr. Werner has been Senior Vice President, Legal of CKE, CKR, HED and HFS, General Counsel and Secretary of HED and HFS and Assistant Secretary of CKE and CKR since July 2001.

Vice President, Legal and Assistant Secretary: Romondous A. Stover

Mr. Stover has held these positions since January 30, 2013. He also has been Vice President, Legal and Assistant Secretary of HR, CJF and SPV since January 30, 2013. Mr. Stover has served as Assistant General Counsel of HFS since May 2002, Assistant Secretary of CKE, CKR, HED and HFS since May 2002, Assistant General Counsel of CKE since March 2011 and Vice President, Legal of CKE, CKR, HED and HFS since September 2011.

Director, Legal and Assistant Secretary: Lena Brewer

Ms. Brewer has been Director, Legal since June 2013 and Assistant Secretary since January 30, 2013. She also has been Director, Legal of HR, CKE, CJF, HF, HPS and SPV since June 2013 and Assistant Secretary of HR, CJF and SPV since January 30, 2013. Ms. Brewer has served as Assistant Secretary of CKE, CKR, HED and HFS since June 2002. From June 2002 to June 2013, she also served as Legal Manager for CKE and HFS.

Franchise Manager: CKE Restaurants Holdings, Inc. ("CKR")

As described in Item 1, under the Management Agreement, CKR will act as our franchise broker and will also, on our behalf, fulfill our duties under the Development Agreements and Franchise Agreements. Listed below are the principal officers and other individuals of CKR and CKE who have management responsibility relating to the sale or operation of Carl's Jr. Restaurant franchises.

Chief Marketing Officer: Brad Haley

Mr. Haley has held this position with CKR since June 2011. He also holds the same position with CKE and HFS. From September 2000 to June 2011, Mr. Haley served as Executive Vice President, Marketing of CKE, CKR and HFS.

CJR-TR-FDD-0510/14 ChiefSuo^v Chain Officer JohnJ.Dnnmn

Mr.Dunion bas held this posits He also boids tbe same position in CKE and HPS EromJniy^Otto September 20t^be^ ManagementferCK^CKE,HE^andHES

Exeentive Viee President, Ooeratmns^CarPsJr^ ErieWilliams

Mr.Witiiams bas beidtbis position witb CKR sinee August 20ti. He aisoboids tbe same position witb CKE. EromEebruary^Oti to August ^Ot^be was SeniorVieePresident,Cperations for HE^ and from November 2003 to February 20ii,be was Viee President, Operations for HES.

Exeentive Vice President, Develonment: Richard Buxton

Mr Buxton bas held this position witb CKR sinee August 2006. He also hoids the same position witb CKE andHES

Executive Vice President, Strategic Planning and Chieflntormation Officer: JeffChasney

Mr. Chasney bas beid these positions with CKR sinee June 2004. He aisoboids tbe same positions withCKEandHES

Senior Vice President, DomesticFranchiseDevelonment: James D. Sullivan

Mr. Sutiivan bas beid this position witb CKR since June 20t2. He aisoboids the same position with CKEandHES. Mr. Suiiivan was employed by Eriendiy's tee Cream, EEC (fbrmeriyEriendiy'siee Cream Corporation) inWiibraham, MA as: SeniorVicePresident,ChiefOeveiopment Officer, from December 20it to June 20i2^ Senior Vice President, Development and Franchising, from October 20i0to December 20li^and^Vice President, Development and Francbising, from October 2009 to October20l0^ and Vice President, Francbising^nd^evelopment^romAugust 2007 to Septembe^009.

Senior Vice President, Design and Architecture: JackWillingham

Mr.Willingbam bas held this position witb CKR since March 2010. He also holds the same position with CKE, HED and HPS From June 2006 to March 2010, Mr Willingham was Vice President, Design and ArchitectureforCKE,CKR,HEDandHFS

Senior Vice President, Regional Marketing and Media: Stephen Eemley

Mr. Eemley bas held this position witb CKR since August 2009 He also holds the same position with CKE, HED and HPS From Decembe^OI^ Marketing, Media^nd^ercbandising^^FS^

Senior Vice President,FranchiseOoerations: Steven D.Evans

Mr.Evans bas held this position with CKR since May 2007. He also bas been Senior Vice President, Franchise Operations ofHFS since May 2007 and Senior Vice President, Franchise Operations of CKE since Marcb2011 From October 2009 to^Marcb^201l,Mr Evans was Senior VicePresident, Franchise Operations(Ok1ahomaandTexas)ofCKE

10 CJRTR-FDD-^l^bt Vice President, Supply Chain Management, Carl's Jr.: Russell Costello

Mr. Costello has held this position with CKR since November 2003. He also holds the same position with CKE.

Vice President, Real Estate Acquisition, Carl's Jr.: Becky Haley Davis

Ms. Davis has held this position with CKR since April 2005. She also holds the same position with CKE.

Vice President, Franchise Sales: Michael D'Arezzo

Mr. D'Arezzo has held this position with CKR since February 2010. He also holds the same position with CKE and HFS. From July 2007 to January 2010, Mr. D'Arezzo was Director, Franchise Sales for CKE.

Vice President, Training & Development, Carl's Jr.: Paul S. Whitebread

Mr. Whitebread has held this position with CKR since December 2010. He also holds the same position with CKE. From September 2007 to December 2010, he was Director, Training and Development.

Vice President, Franchise Operations, Carl's Jr.: Victoria Egidi

Ms. Egidi has held this position with CKR since December 2012. She also holds the same position with CKE. From November 2007 to December 2012, Ms. Egidi was Vice President Operations Development for CKR and CKE.

Director, Franchise Services Administration of CKE: Becky J. Salacki

Ms. Salacki has held this position with CKE since March 2011. She also has been Director, Franchise Services Administration for HFS since May 2002. From November 2009 to March 2011, Ms. Salacki was Director, Franchise Services Administration (Oklahoma and Texas) of CKE.

ITEM 3 LITIGATION

Predecessor Litigation - Concluded Matters

(1) In re CKE Restaurants, Inc. Shareholder Litigation, Lead Case No. 1342245 (Cal. Super., Santa Barbara County)

On March 26, 2010, the Superior Court of California for Santa Barbara County consolidated 4 previously filed actions {Glenn A. McDonald v. CKE Restaurants, Inc. et at. No. 1342415 (Cal. Super., Santa Barbara County), Daniel V. Inglima v. Byron Allumbaugh et at. No. 1342293 (Cal. Super., Santa Barbara County), Kevin Curtis v. Byron Allumbaugh et ai, No. 1342349 (Cal. Super., Santa Barbara County), and Chuck Hendricks v. CKE Restaurants, Inc., No. 1342245 (Cal. Super., Santa Barbara County) as In re CKE Restaurants, Inc. Shareholder Litigation ("California Action"). On April 8, 2010, plaintiffs in the California Action filed a consolidated complaint against CKR, Thomas H. Lee Partners ("THE"), THL's affiliates, Western Acquisition Holdings, Inc. and Western Acquisition Corp. ("THE Acquiring Affiliates"), and the following directors of CKR: Byron Allumbaugh, Andrew F. Puzder, Frank P. Willey, Carl L. Karcher, Peter Churm, Daniel D. Lane, Daniel E. Ponder, Jr., Janet E. Kerr, Matthew Goldfarb and Jerold H. Rubenstein (collectively, "CKR Directors"). The complaint alleged, among other things, that CKR and the CKR Directors violated their fiduciary duties of loyalty, good faith and due care in negotiating and approving THL's proposed acquisition of CKR. The shareholders sought to enjoin the proposed transaction or, if the

11 CJR-TR-FDD-0510/14 ^p05ed^5^^ On Aîl 16, 20^^S^^ Of CaiiforniaforSao^Barbaragran^ dofendan^ motiooforas^yof^CaiiforniaAîonpending resoiutionofÔeiaware Action scribed below On June^2010, tbe parties reaebed an agreement in prineipleto settle tbelitigation on tbe general terms diseussedin^below. OnNovember30,2010, plaintiffs filedavolnntary request for dismissal oftbeir claims witb pre^

(2) ^^C^^^^^^^^^^^^^ On Marcb 29, 2010, tbe Delaware Court of Obanceryeonsolidated^previously filed a^^ ^^^vC^^^^^^^^o5^VCP(^^^^ ^^^^^^^,No^0(OelCb),and^^^^^^ ^^,No5290DVCP(DelCb^ On Aprilt,2010, plaintiffs in tbe Delaware Aetionfiledaconsolidatedeomplaint against CKR,TH^^ THE AequiringAffiliatesand tbe CKR Directors Tbe eomplaintallege tbe CKR Directors violated tbeir fiduciary duties of loyalty, good faitb and due care in negoti^^^^ approving THL's proposed acquisition of CKR Tbe sbarebolderssougbt to enjoin tbe proposed ^^^^^ or, iftbe proposed transaction bad been consummated, recover damages. On May 12, 2010, plaintiffs filed an amended complaint against CKR, CKR's Directors, Apollo Management Vtl, L P ("Apollo^ and Columbia Lake Acquisition Corp Tbe amended com among otber tbings,tbat CKR and tbe CKR Directors violated tbeir fiduciary duties ofloyai^ and due care in negotiating, approving, and solicit CKR Tbe plaintiffs sougbt to enjoin tbe tben-proposed transaction or, if tbe proposed transact consummated, recover damages. OnJune7,2010, tbe parties reacbedamemorandum of understanding regarding settlement in wbicb CKR agreed to make certain supplemental disclosures in tbe definitive proxy statement for tbe Apollo transaction on Schedule 14A filed witb tbe Se^ parties filedastipulation of settlement PollowingaNovember 18, 2010 bearing, tbe court issued an Order and Pinal Judgment approving tbe settlement and releasing all sbarebolder claims in all actions tbat were or could bave been brought challenging any aspect of CKR's merger with Apollo, tbe merger agreement or any disclosure made in connection with that merger (but excluding claims for appraisal under Section 262 ofthe Delaware General Corporation Law) Additionally,tbe court granted plaintiffs motion for attorneys'fees and expenses, which have been paid by CKR'sinsurer. (3) C^^^^^^^ 1342^15 (Cal Super Ct, Santa Barbara County) OnoraboutMarch 18, 2010, CKL filed this action against Northwest Poods,LP("NW^ current Carl'sJr franchisee and developers NWP's Development Agreement following NWP's failure to comply witb tbe development schedule was properand lawful OnApril 26, 2010, NWPfiledacross-complaintagainstCKP asserting claims for br^^^ ofcontract and tbe implied covenant ofgood faith and fair dealing, wrongful termination in vio^^ Washington Franchise Investment Act and tbe California Franchise Relations Act NWF'scross-complaint sought actual and compensatory damages and attomeys'fees in an unspecified amount. OnJanuary28, 2011,tbe parties reachedasettlementpursuanttowhichtbe Development Agreement was reinstated witha revised development schedule andareduced territory CKF further agreed thataportion of the prior development fee could be applied to new restaurants and NWF agreed to forfeit tbe remainder CKF also agreedtowaivecertainpastduetrainingandotherfees On March 17,2011,the Court dismissed all cl^^ and counterclaims witb prejudice.

^ CJRTR-FDD-0^t4 Other than these three actions, no litigation is required to be disclosed in this Item.

ITEM 4 BANKRUPTCY

On July 19, 2004, Michael D'Arezzo, CKR's Vice President, Franchise Sales, filed a voluntary petition in the United States Bankruptcy Court, Central District of California (Case No. SV04-14833-KL) requesting discharge of personal debts. The petition did not involve any business interests or assets. The discharge was granted on November 1, 2004.

As a result ofthe continued precipitous downturn in the residential housing market in New England and the deepening economic crisis within the U.S. economy, on March 3, 2008, Wood Structures, Inc. and its subsidiary. Wood Assonet Corporation (collectively, "Wood Structures"), each filed separate petitions for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Maine. In re Wood Structures, Inc. (Case No. 09-20245) and In re Wood Assonet Corporation (Case No. 09-20246). On April 7, 2009, pursuant to an order of the Bankruptcy Court, the Chapter 11 proceeding was converted to a Chapter 7 liquidation case. The case was closed on January 28, 2014 with the liquidation of Wood Structures. Prior to liquidation. Wood Structures had not engaged in business with us or our franchise system, nor had it offered franchises. Wood Structures was our affiliate solely as a result of common ownership.

Due to the financial crisis in the United States mortgage markets in or about 2008. numerous mortgage companies filed for bankruptcy. On November 5, 2008, Ace Holding Company, LLC and its subsidiaries. Ace Mortgage Funding, LLC, Ace Imaging, LLC and Archer Land Title, LLC (collectively, "Ace Companies"), each filed separate petitions for liquidation under Chapter 7 ofthe U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. In re Ace Mortgage Funding, LLC (Case No. 08-12645-CSS), In re Ace Holding Company, LLC (Case No. 08-12642-CSS), In re Ace Imaging, LLC (Case No. 08-12644-CSS) and In re Archer Land Title, LLC (Case No. 08-12643-CSS). Those cases are pending. The Ace Companies have not engaged in business with us or our franchise system, nor have they offered franchises. The Ace Companies are our affiliates solely as a result of common ownership.

Except as set forth above, no bankruptcy is required to be disclosed in this Item.

ITEM 5 INITIAL FEES

Development Fee

Ifyou enter into a Development Agreement, you must pay a Development Fee of $10,000 for each Franchised Restaurant you agree to develop at the time you sign the Agreement. The Development Fee is not refundable and is not credited against any other fees paid to CJR.

Commitment Fee

Unless the Franchised Restaurant is developed under the terms of a Development Agreement, you must pay a Commitment Fee of $10,000 when you sign the Commitment Agreement. The Commitment Fee is not refundable unless one of the following circumstances apply: we do not accept (in writing) a site for your Franchised Restaurant within 6 months.after the Commitment Agreement is executed or the Franchised Restaurant does not open to the public by the agreed-upon opening date due to natural disaster, act of God or other force majeure. If either of these circumstances apply, CJR will refund the Commitment Fee, less all reasonable expenses incurred by CJR (as determined by CJR in its sole discretion) in connection with its obligations under the Commitment Agreement. The Commitment Fee is uniform for all franchisees developing a Franchised Restaurant.

13 CJR-TR-FDD-0510/14 Initial Franchise Fee

The Initial Franchise Fee, less any Commitment Fee already paid, must be paid no later than the time you execute the Franchise Agreement and, in any event, before you order equipment. The Initial Franchise Fee is fully earned by CJR when paid and it is not refundable unless one of the following circumstances apply: we do not accept (in writing) a site for your Franchised Restaurant within 6 months after the Commitment Agreement is executed or the Franchised Restaurant does not open to the public by the agreed- upon opening date due to a natural disaster, act of God or other force majeure. If either of these circumstances apply, CJR will refund the Initial Franchise Fee, less all reasonable expenses incurred by CJR (as determined by CJR in its sole discretion) in connection with its obligations under the Franchise Agreement. We do not currently charge any additional fees in connection with a Dual Concept Restaurant, but we may do so in the future.

The Initial Franchise Fee for a Franchised Restaurant generally is $35,000; however, it is reduced in the instances discussed below.

1. If you have not entered into a Development Agreement, you will pay an Initial Franchise Fee as set forth in the following schedule, depending on the total number of Franchised Restaurants you currently operate:

Total Number of Franchised Restaurants Initial Franchise Fee Operated by You, for the Franchised Restaurant Including the Restaurant To Be To Be Established Established 1-2 $35,000 3-4 $30,000 5 or more $25,000

2. If you sign a Development Azreement under the terms of this Disclosure Document, you wiil pay an Initial Franchise Fee for each Franchised Restaurant developed under the terms ofthe Development Agreement as set forth in the following schedule:

Total Number of Franchised Restaurants Initial Franchise Fee Operated by You, Including the Franchised for the Franchised Restaurant Restaurant To Be Established To Be Established 1-2 $25,000 3-4 $20,000 5 or more $15,000

Purchase of Existing Restaurant

If you are purchasing an existing company-operated Carl's Jr. Restaurant or Dual Concept Restaurant, the Initial Franchise Fee is included in the purchase price. The amount of the purchase price will vary by Restaurant based on a wide range of factors, including the assets being acquired, their location, their book value, their fair market value and other factors. The purchase price will be separately negotiated for each Restaurant.

14 CJR-TR - FDD - 0510/14 TramingFees

AddifionalEMTPTrammg

CJRou^nftyproyides^EMTP^ provided^^mmg takes p^ IfCJRhas provided FMTP naming to4^ may do so, subjeet to spaeeavaiiabibty and your payment ofaTraming^ TbeTrammgFeeforeaeh additional employee is $500 per person per week Yon will be required top expenses inenrred by your employees wbiie attending training Yon will be billed for tbe applicable number ofweeks attended iftbe person being trained fails to complete tbe required training.

A^StarOoenmgTrammgSnooortTeam^OnenmgTrammgSunoortTea

You will be required to pay us, at our diseretion,anonrefundableOpeningTrainingSupportTeam Feeofupto$10,000 in connection witb tbe opening of your Franebised Restaurant. TbeOpeningTraining SupportTeamFeemustbepaid in full at least^days prior to tbe opening of tbe Francbised Restaurant. Tbe OpeningTraining SupportTeamFeeentitles you to opening assistance supportby tbe OpeningTraining Support Team. We will determine, in our sole discretion, tbe level of support for your Erancbised Restaurant. We reserve tbe rigbt, in our sole discretion,tomodity tbe level of assistance provided by tbe Opening Training SupportTeam.

Green BnrritoTraming

Wecurrently provide tbe Green Burrito portion of tbe PMTP at no cost to you. Wereservetberigbt to cbargeyouatraining fee for tbe Green Burrito portion of tbe PMTP in tbe future.

tO DavOnerations Overview

As described in tteml,if you do not currently operateaPrancbisedRestaurant,we may require you and^ortbose persons designated by you, and agreed to by us, to attend and successfully complete tbe lO^Day Operations Overview. You may be required to payanonrefundable fee of up to $500 per person for tbis training program. If you signaErancbise Agreement witb us, any sucb fees will be credited against tbe Initial Erancbise fee. You must pay all travel, living and otberexpenses incurredby you andyour employees wbile attending tbetO-Oay Operations Overview

Tbe preceding fees areuniform. GJR,inits sole discretion, may offer incentives toaspecific francbisee under certain circumstances, wbic^ number ofPrancbisedRestaurants,afrancbisee agrees to significantly accelerate bis bistoricaldevelopme patterns,afrancbisee agrees to develop Oual Concept Restaurants or convert existing Garl'sJr.Restau^ to Oual Concept Restaurants,afrancbisee agrees to develop Erancbised Restaurants inanewterritory,o francbisee proposes to develop unique sites. In tbose circumstances, among otbers as determined by us, CJR may,among otber tbings,waive some or all of tbe InitialErancbise Pee, decrease tbe royalty fee foraperiod of time and/or extend tbe time forafrancbisee to comply witb its remodel obligations tor some or all of its existing Prancbised Restaurants. During fiscalyear2014,pursuant to development incentivespreviously offered by our predecessor in connection existing franchisees receivedaroyalty reduction foralimitedperiod of time for tbeirnewlydevel^^ Prancbised Restaurants.

15 CJRTR FDD^^tO^ Payment for Goods and Services

You are required to purchase certain inventory and supplies from approved manufacturers, distributors, vendorsandsuppliers^coiiectivei^ Gur affiliate, HED, is an approved supplier of equipment. ltem7provides information regarding the initial purchase ofequipment, inventory and supplies from HED and other suppliers. The costs you incur may vary depending, in part, on the amounts purchased, the type of inventory and equipment ordered, state and local taxes imposed and shipping costs.

DTHERFEES

Type of Fee (1) Amount Due Date Remarks Royalty (2) Generally 4% of Within 10 Gross Sales include all revenue from the sale of all Gross Sales unless calendar days services and products (except CJR-approved the Franchised after the end of promotional items) and all other income of every Restaurant was each fiscal week kind and nature (excluding revenue from the sale of purchased from stored value gift cards or gift certificates but CJR, in which case including revenue when gift certificates are the royalty may be redeemed or stored value gift cards are debited) up to 6% of Gross related to the Franchised Restaurant, whether for sales (3) cash or credit and regardless of collection in the case of credit; provided, however, that Gross Sales do not include sales taxes or other taxes collected from customers by you for transmittal to the appropriate taxing authority. Taxes You must Within 30 days of reimburse us for invoice any taxes, fees or assessments imposed on us for acting as franchisor or licensing the Proprietary Marks. Advertising An advertising and Same as royalty Advertising fees will be divided between a promotion Production Fund and a DMA Fund as described in obligation ("APO") Item 11. in an amount set forth in your Franchise Agreement. The APO will be up to 7% of Gross Sales. Currently, the APO is 6% of Gross Sales (4) Green Burrito With respect to Same as royalty The current Green Burrito APO is 6% of GB Gross Advertising (if Dual Concept Sales. applicable) Restaurants, a Green Burrito APO of up to 7% of OB Gross Sales (5)

16 CJR-TR-FDD-0510/14 TypeofF^^ Amount Due Date Remarks Inters merest on the When any The interest rate is the maximum rate permêd for amount owed ftom payment is mdehtednessofthisuatureinthestatemwhiehthe the date due ^ntii overdue Prauehised Restaurant is ioeated, not to exceedt.^ paid perfiseaiperiodôraportionofafiseai period) ^ûmberand Ifimpiemented,aii As incurred Ifimpiemented, you must participate in programs Secret Shopper costs associated initiated to verity enstomer satisfaction and/orôur Programs withtheÔ compliance with aii operations ^nd other aspects of nnmher, Secret the System. Shopper programs or other programs as CJR may require ôn Cash Payment Accosts associated As incurred You must accept dehit cards, credit cards, stored System with non cash value gift cards or other non-cash payment systems payment systems specified hy CJR to enahle customers to purchase authorized products. Actional PMTP $500 per person per WithiuÔdays See ttem^for^discussion ofthe fee for additional Trammg week after receipt of PMTP training. You also will he required to pay all notification fiom travel, living and other expenses incurred hy your CJR employees while attending training. AdditionalTrammg Varies As incurred Wehavedeveloped materials, such^s audio visual Materials aids, that you may purchase, at your option, for ^se in your Franchised Restaurant Pood and Safety Varies Prior to start of You ^nd certain ofyour employees will he required Training Program training ftom time to time to attend short training programs on ftôd and safety topics You also will he required to pay all travel, living and other expenses incurred hy you and your employees while attending training. Andit and Inspection Deficiency in Within lOdays The interest r^te is the same as the interest rate ft^r Costs royalty fees and after receipt of late payments Ifan inspection or audit is m^de advertising the audit or necessary hy your failure to furnish reports or contributions, plus inspection report supporting records, or to furnish such reports, interest records or information onatimelyhasis, or if there is an understatement ofGross Sales ofgreaterthan 2^, you also must pay the reasonable costsofthe audit or inspection. Transfer Maximum of Prior to While the Transferee per restaurant may v^ry $2,500 consummation of depending on the number of restaurants transferred, transfer the fee is typically$l,500 if you transfer to an existing ftanchisee and $2,500 if you transfer toa new franchisee. Thereisnoêeifyoutr^nsfertoa corporation or limited liability company which you control Unless otherwise expressly permitted by the applicable agreement, transfers are snhject to CIR^sprior written consent. Indemniftcation The losses and As incurred You must indemnify and hold CJR and its parents expenses incurred and affiliates harmlessinall actions arising out of or by CJR and our resulting from your activities under the applicable affiliates agreement, excluding our gross negligence or willful misconduct

i7 C^TR^FOD-05tO/t4 Typeof^^ Amount Due Bate Remarks New Product and Reasonable cost of As incurred Ifyou propose^purehaseanygoods or mater^s SuppherTesting iuspeetiouand you ^re not required to purchase from CJR^u actual cost of affiliate ofCJRoradesiguated supplier) from^ tesUug^l^Ofee suppiierth^t we have not previously approved, you for Inspection must must s^hmit to usawritteu request for such bepaidasa approval, or yo^ must request that the supplier do deposit. so Wehave the right to require, asaeouditiou of our approval ofthe supplier, that our representatives he permitted to inspect the supplieBslacilities, and th^t such information, specifications and samples as we reasonably designate he delivered to us and/or to an independent, certified laboratory designated hy us fbrtestingpriorto granting approval. You must payach^rge not to exceed the reasonable cost ofthe inspection and the actual cost ofthe test. Software License Fee Currently $150 per Cn tbe 1st day of Applicable only ifyou choose to use the software Prancbised eacb period developed b^CKR(described in Itemll). You are Restaurant per not required to use this software. ftscal period Software license Fees Currently $4^00, Cntbelstdayof Applicable only ifyou choose to use the ^pient plus an annual eacb period Hybrid Softw^re(described in Itemll) You are maintenance fee of not required to use this software $552andasupport service fee of$l50 for eacb fiscal period Software Updates Actual cost of As incurred The Franchise Agreement gives us the rightto updates require you, at your expense, to use any proprietary software that we may develop in the future. Costs and Attorneys^ CJRscostsand As incurred Ifwe prevail in litigation regarding enforcement of Fees expenses the terms of^ny agreement with you, you must pay our attorneys^ fees and costs CarPsJr.Renewai $5,000 fora At tbe time tbe Fee renewal term of5 newftancbise years or less or agreement is $10,000 fora signed renewal term greater tban5 years, but no more tbanlOyears Creen Burrito $2,500 fora Attbe time tbe Inordertorenewyourrights to operate the Green Renewal Fee renewal term of5 new franchise Burrito portion ofthe Franchised Restaurant, you years or less or agreement is mustrenew your rights to operate the CarFsJr $5,000 ft^ra signed portion ofthe Franchised Restaurant. renewal term greatertban5 years, but not more tbanlOyears

18 C^TR-FDD-0^14 Type of Fee (1) Amount Due Date Remarks Collection Costs and CJR's costs and On demand, if These costs and expenses include, but are not Expenses expenses required limited to, costs and commissions due a collection agency, reasonable attorneys' fees, costs incurred in creating or replicating reports demonstrating Gross Sales of the Franchised Restaurant, court costs, expert witness fees, discovery costs and reasonable attorneys' fees and costs on appeal, together with interest charges on all of the foregoing. Relocation CJR's reasonable On demand, if You may not relocate the Franchised Restaurant expenses required without CJR's prior written consent, which may be withheld by CJR in its sole discretion. If we approve a relocation of your Franchised Restaurant, we have the right to charge you for all reasonable expenses actually incurred in connection with consideration of the request. Reimbursement of Cost of obtaining Immediately If you fail to procure or maintain the required Insurance Costs coverage upon receipt of insurance, we may procure the insurance and charge invoice its cost along with our out-of-pocket expenses to you. We collect the cost of the insurance coverage for the insurance company with which we place the coverage. Web Site Fee Actual cost of As incurred CJR has the right to charge you a fee for developing, developing, reviewing and approving your web site and/or reviewing and/or hosting the web site. hosting the web site

NOTES

(1) Unless otherwise noted, all fees are imposed by and payable to us, are non-refundable and are uniformly imposed on our franchisees who receive this disclosure document. During fiscal year 2014, however, in limited circumstances, certain franchisees paid fees that varied from those identified in this table. Specifically, we accepted a reduced GB renewal fee from one franchisee.

(2) The royalty fee is 4% of Gross Sales. However, if you purchase the Franchised Restaurant from us, we may charge a higher royalty fee, up to 6% of Gross Sales. We will advise you of the applicable royalty before you purchase the Franchised Restaurant.

On occasion, we may consider reducing the royalty fee to fit a particular concern, taking into account a variety of factors, including, but not limited to, where a franchisee agrees to develop a significant number of Franchised Restaurants, a franchisee agrees to significantly accelerate his historical development patterns, a franchisee agrees to develop Franchised Restaurants in a new territory, a franchisee agrees to develop Dual Concept Restaurants or convert existing Carl's Jr. Restaurants to Dual Concept Restaurants, or a franchisee proposes to develop unique sites. If we agree to a reduction in the royalty fee, the reduction likely would be between 1% and 4% of the Gross Sales of the Franchised Restaurant for up to the first 3 years of operation of the Franchised Restaurant. During fiscal year 2014, a number of franchisees continued to pay a reduced royalty under a previously offered incentive program.

In addition, if the Franchise Agreement is terminated following your default, you must pay us the net present value of the royalty fee that you would have paid during the balance of the initial term ofthe Franchise Agreement but for the termination (calculated based on the average weekly royalty fee that you owed for the prior 52 weeks multiplied by the number of weeks remaining in the initial term).

19 CJR-TR -FDD -0510/14 unless waived by usinour sole discrefio^

(3) ^ you sign tbe Co-Brand LoeanonAddendum,Gross Sales will ^ customers at tbeFranebisedRestauranE If (^beverages cannot be ordered at tbe Prancbised Restaurant; or^your point of sale system cannot allocate to Cross Sales beverages ordered at tbe Prancbised Restaurant, you will be required to payaroyalty fee in tbe amount of 5^ of tbe Cross Sales oftbe Prancbised Restaurant.

(4) We bave tbe rigbt, following written notice to you, to reallocate your advertising contribu^^ increase your advertising contributions, but not by more tban^of Cross Sales in any 12-montb period,upto7^ofCrossSaies. tnaddition, wemay,inoursolediscretion,temporarily or permanently adjust tbe advertising contribution for certain locations or markets due to un^ unusual circumstances.

ff you operateaDual Concept Restaurant, your APC is computed on tbe basis of CarPs Jr. Cross Sales. CarPs Jr. Cross Sales are computed by subtracting CB Cross Sales (as defined in Note^ from Cross Sales.

(^ Tbe term "CB Cross Sales" includes all Cross Sales derived from tbe sale ofCB Pood Products and tbe Creen Burrito proportionate sbareofbeverage sales included in Cross Sales. Tbe Creen Burrito proportionate sbare of beverage sales can be computed for eacbfiscalperiodbycomparing tbe relationship between tbe sales of CB Pood Products and Cross Sales(exclusiveofbeverage sales) and multiplying tbat percentage by all beverage sales for tbe fiscal period (While milk shakes are included in Cross Sales, they are not included in beverage sales for purposes ofcalculatingCB Cross Sales.) We have the right, following written notice to you, to reallocate your advertising contributions and to increase your advertising contributions, but not by more than^ofCB Cross Sales in any 12-montb period,up to7.0^ of CB Cross Sales.

ITEM7

ESTIMATED INITIAL INVESTMENT

YOURESTIMATEB INITIAL INVESTMENTTODEVEEOPAERANCHISED RESTAURANT (I) To Whom Method of When Payment Is To Be Type of Expenditure Amount Payment (2) Due Made Fees to CJR: Initial Franchise Fee (3) $15,000 -$35,000 Lump sum See Item 5 CJR Opening Training Support Team Fee (3) $0-$10,000 Lump Sum See Item 5 CJR Total Fees to CJR $15,000-$45,000 Build-Out Costs: Real Property (4) Variable Building (5) $386,000 -$540,000 Progress As arranged Contractor payments Site Improvements (6) $210,000-$355,000 Progress As arranged Contractor Payments Soft Costs (7) $90,000-$160,000 As arranged As required Architect, City/County Utilities, etc. Equipment (8) $310,000 -$367,000 As arranged As incurred Vendors, HED Signage (9) $50,000 -$110,000 As arranged As incurred Vendors, HED

20 CJR-TR-FDD-0510/14 To Whom Method of When Payment Is To Be Type of Expenditure Amount Payment (2) Due Made Point of Sale System (8) $31,000 -$58,000 As arranged As incurred Vendors, CJR Total Build-Out Costs $1,077,000- $1,590,000 Preliminary Operating Expenses: Initial Training (10) Variable As arranged As incurred Third parties Pre-Opening Costs (11) $8,000 -$23,000 As arranged As incurred Vendors Additional Funds - 3 months (12) $160,000 -$250,000 As arranged As incurred Vendors, CJR Total Preliminary Operating Expenses $168,000 -$273,000 TOTAL ESTIMATED INITIAL $1,260,000 - $1,908,000 (does not include real estate costs) INVESTMENT FOR A CARL'S JR. RESTAURANT (13) Additional Expenses for a Dual Concept Restaurant: GB Initial Training (10) Variable As arranged As incurred Third parties GB Construction/ $4,500 - $9,000 As arranged As incurred Vendors, CJR Improvements GB Equipment $8,000 -$13,000 As arranged As incurred Vendors, HED GB Signage (exterior only) $5,000-$14,000 As arranged As incurred Vendors, HED GB Miscellaneous Opening Costs $3,000 - $3,800 As arranged As incurred CJR, vendors GB Opening Inventory $1,500 -$1,700 As arranged As incurred Vendors Total Additional Expenses for a Dual $22,000-$41,500 Concept Restaurant TOTAL ESTIMATED INITIAL $1,282,000 - $1,949,500 (does not include real estate costs) (18) INVESTMENT FOR A DUAL CONCEPT RESTAURANT (13)

YOUR ESTIMATED INITIAL INVESTMENT TO CONVERT AN EXISTING CARL'S JR. RESTAURANT TO A DUAL CONCEPT RESTAURANT

If you currently operate a Carl's Jr. Restaurant, the following table estimates your initial investment to convert your existing Carl's Jr. Restaurant to a Dual Concept Restaurant. These costs do not include any additional improvements required by CJR to upgrade your Carl's Jr. Restaurant. Since the Dual Concept Restaurant will be operated at the same location as your Carl's Jr. Restaurant, there will be no additional costs to obtain real property.

To Whom Method of When Payment Is To Be Type of Expenditure Amount Payment (2) Due Made Initial Training (10) Variable As arranged As incurred Third parties Construction/ $5,000 -$10,000 As arranged As incurred Vendors, CJR Improvements (14) Equipment and Menu Board (15) $8,000 -13,000 As arranged As incurred Vendors, HED Signage (exterior only) $5,000 -$14,000 As arranged As incurred Vendors, HED Miscellaneous Opening $2,500 As arranged As incurred CJR, vendors Costs (16)

21 CJR-TR-FDD-0510/14 To Whom Method of When Payment Is To Be Type of Expenditure Amount Payment (2) Due Made Opening Inventory $2,000 As arranged As incurred Vendors Additional Funds-3 months (17) Variable As arranged As incurred Vendors, CJR TOTAL ESTIMATED $22,500-541,500 INITIAL INVESTMENT (13)

NOTES

(1) The table reflects a low-high range of costs for each of the major costs categories of the initial investment.

(2) Costs paid to CJR (other than the Commitment Fee and the Training Fees, which are described in Item 5) are not refundable. Whether any costs paid to third parties are refundable will vary based on the practice in the area where your Franchised Restaurant is located.

(3) The amount of the Initial Franchise Fee and Opening Training Support Fee and the manner in which those fees are paid are explained in detail in Item 5.

(4) We expect that you will buy or lease unimproved property and construct the Franchised Restaurant. Typically, 32,000 to 44,000 square feet of land is needed for the Franchised Restaurant and adjacent parking facilities. Local building codes may require that the Franchised Restaurant be placed on a larger lot. The cost of commercial land, whether you lease or buy, may vary considerably depending upon the location and conditions affecting the market for commercial property. The purchase of unimproved property of the size required may range from $650,000 to $1,100,000 or more. The rent for unimproved property may range from $4,000 to $15,000 or more per month or approximately 10% per year of the fair market or agreed upon land value. You may be required to pay the first and last months' lease payment upon signing your lease agreement.

Lease payments made by you to third party lessors may vary greatly depending on the property size, type of transaction and location. Lease agreements for the land may include the following expenses: taxes, insurance, maintenance, fixed rent (with escalations), percentage rent and other charges related to the operation of the Franchised Restaurant.

(5) These figures are for a free-standing building and do include site preparation for the building only. HVAC installation only is included in the building cost. These figures do not include the extra cost for the addition of a cash window in conjunction with a single or double drive through lane which would add from $65,000 to $115,000 in costs.

(6) Site costs include all required work to provide fill and compaction, curb cuts, parking lot curbs and gutters, sidewalks, drive thru lanes, landscaping and irrigation, site electrical and lighting, grease interceptor and utility runs. See Note 7 with respect to off-site costs.

(7) You should check with the relevant regulatory agencies to identify costs for required building permits, impact fees, taxes, bonds, licenses and other fees, which can vary dramatically depending on the location. There may also be off site costs,, such as intersection improvements or street widening that where required have a major impact on costs.

(8) You must purchase certain items of furniture, fixtures, equipment, including point of sale equipment, and smallwares. All items purchased through HED, as discussed in Item 8, must be paid in full. You may be able to lease from or finance through a third party a portion of these purchases, but you

22 CJR-TR-FDD-0510/14 should expect to makeadownpaymem of up to 25% The high eodofthese figures also iuetudes theeostto install aeatalytieeonverterfbrthe eharhroiler. Ifrequired^theeostoftheeatalytie converter is approximately $2,500.

(9) The type ofsignage installed is governed hy local ordinances regarding height and size restri^ The typical sign package includes exterior building signs and a twenty five foot tali pole or monument sign Atypical unit withadrive-thruhas2-4 illuminated directional signs.

(tO) In addition to anyTrainingFees^^ttem 5), you must pay the costs of transportation, lodging and food for yourselfand your employees during training. The amount ofthese expenses will depend on the distanceyoumust travel, type ofaccommodations,thenumher of your employees attending training and their wages.

(tt) These costs include uniforms, office supplies and other prepaid expenses. This range also includes $6,000to$19,000 fortheinitial inventory of food and paper foraCarl'sJr Restaurant. These costs donot includeutility deposits, installation oftelephones,husinesslicensesorcleaningsupplies, which are not substantial.

As described in Item ft, CJR will reimburse you up to $5,000 for grand opening advertising expenditures that you make during tbe period from 30 days before the Franchised Restaurant opens until 90 days after opening. Tbose expenditures must be pre-approved by CJR and comply with tbe requirements in tbe Franchise Agreement for local advertising, and you must provide written proof to CJR of tbe advertising and tbe cost for that advertising no later thanl20 days after the Franchised Restaurant opens.

(t2) These figures are an estimate of your operating expenses for tbe initial3months of business.They include payroll, taxes, insurance, food, paper, supplies, utilities, licenses and permits, bank charges and repair and maintenance expenses. They do not include advertising or royalty payments made to us. These figures are estimates, and CJR cannot guarantee that you will not have additional expenses starting tbe business. Your costs will depend on factors suchas: the size of your Franchised Restaurant; how closely you follow CJR's methods and procedures; your management skill, experience and business acumen; financing costs; local economic conditions; the local market for restaurants;tbe prevailing wage rate;competition;and the sales level reached during thein^ period.

Youshouldreviewtbesefigurescarefullywitbabusiness advisor before making any decision to purchase tbe franchise. We do not offer any direct financing for any part ofthe initial investment. Webaveelected,bowever,toparticipateinanon-exclusivenational lending program implemented by Franchise America Finance LLC in conjunction withTbe Bancorp Bank. ^ Item 10 for additional details.

(14) These amounts do not include any additional costs for improvements tbat may be required by CJR or improvements or upgrades required by federal law (such as the Americans witb Disabilities Act) or tbe municipality in wbich your Franchised Restaurant is located.

O^) This category includes food preparation equipment,Creen Burrito menu board extension, and Creen Burrito window signs.

(16) These figures include smallwares, uniforms and increased food waste.

(17) We are unable to estimate the additional funds you might need during the first 3 months of operation. Since you previously operated a Carl's Jr. Restaurant at the same location as the Franchised Restaurant, you are aware of the sales levels attained and the costs incurred prior to conversion.

23 CJR-TR - FDD -0510/14 According^ based on this expe^^ ifany, during tbe initial ope^

^18) ifyou are pnrebasing an existing comnany-operated Restaurant, tbe estimated initial investment (exeludingtbepurebasepriee)will be lower tban tbe applicable estimated initial invesn^^ above sinee there will be no costs associated witb initial building and site improvement and equipment and signage. You will, however, likely incur costs for business licenses^ utility deposits, insurances and, depending on tbe condition ofthe Restaurant and the equipment that you purchase, you may incur additionalcostsinconnectionwitb. among other things, repairs to theRestaurant. These costs will vary by city and by restaurant.

RESTRtCTIONS ON SOURCES OF PRODUCTS AND SERVICES

Where we have issued standards and specifications, you must use only ingredients, food products, spices, seasonings, mixes, beverages, materials, supplies used in the preparation of food products, furnitu^ fixtures, equipment, smallwares, forms,paper and plastic products and packaging and otber materials that meet our standards and specifications. Our standards and specifications for Carl's Jr. Restaurants and Dual Concept Restaurants are contained in the CarPsJrBCreen Burrito Operation Procedures manual (^OP^^^ A list of approved suppliers is available upon written request addressed to our ^ualityAssurance Department.

Certain of CJR's products,including our especial sauceB'and certain CBPood Products, such as corn or flour tortillas,com or flour tacosbells,bean mix, meat mixes, spices and seasonings, guacamole recipe, cheese mixes and sauce, are confidential secret recipes and are considered trade secrets. Por those CJRproductsandCBPoodProducts, inordertocontrolandmaintainthequality and consistency of these products, you must use onlyour secret recipe products and purchase tbemfromus,our affiliate orasource designated by us. PorthefiscalyearendedJanuary31,2014, neither our predecessor, our affiliates nor us received any revenue from tbe sale oftbese products to our franchisees.

Our affiliate, HED,is an approved supplier of equipment used in Carl's Jr. Restaurants and Dual Concept Restaurants, including signage, seating packages, interior decor packages, food processing equipment and some building construction items. 1TED also performs administrative and billing functions forfreigbtcarriers whodeliverequipment andsuppliesorderedfiom HEDtofrancbisedandcompany operated Restaurants, and HED receivesaconsolidatedbilling processing fee. Por tbefiscalyear ended January^l,2014,HED'srevenues from tbe sale of equipment to, and tbe receipt of these processing fees from,franchisees were $15,757,^62,or approximately^^ of its total revenues of $34,210,027 based on HED'sfinancial statements

Wemay approve oneor more suppliersor distributorsfor any goods or materials,andwemay approveasupplier or distributor only as to certain goods or materials We may concentrate purchases with one or more suppliers to obtain lower prices and^or tbe best advertising support and^or services for any group of Carl'sJr. Restaurants, Dual Concept Restaurants or any otber group of restaurants operated or franchised by CJR or our affiliates. Approval ofasupplieroradistributor may be conditioned on requirements relating totbefrequency ofdelivery, reportingcapabilities,standardsofservice, including prompt attentionto complaints,sanitationstandards,facility standards,insurance andother quality assurance requirements o^ other criteria, andconcentrationof purchases, asset forth above, and sucbapproval may betemporary pendingafurtherevaluation ofthe supplier by us. Afee not to exceed our actual costs of reviewing tbe supplier or distributor and auditing tbe facility,ifneeded, may be charged by us and must be paid by you. We may establish commissaries and distribution facilities owned and operated by us or an affiliate that we will designate as an approved supplier.

There are no approved suppliers in which any ofour officers owns an interest.

24 ^RTR-FDD-^t^ We may receive fees, eommissicns, fieid-c^use iieense reyaities, or ether eensideratien from approvedsuppiiershasedoosaiestofraoehisees,and we may charge oon-approved^^^ testing an^ormspeetion fees

ifyon propose to purchase any goods or mareriais (that yon are not required to purchase from C^ an affiliate of CJR oradesignated supplier) fromasuppher that we haye not previously approved, you must submittousawrirten request for such approval,or you must request that the supplier do so. We have the right to require, asacondition of approval, that our representatives he permitted toinspect the supplier's facilities and that such information, specifications and samples as we reasonably designate he delivered to us andôr to an independent, certified laboratory designated by us for testing prior to granting approval. You must payafee not to exceed tbe reasonable cost of tbe inspection and tbe actual cost of the test. In addition to product testing,afacility audit may be required. We will notity you within 60 days as to whether you are authorized to purchase such products ftom that supplier. In the event we tentatively approvearequest for an altemativesupplier,you must submitacheck for $1,500 tons asadeposit against the cost weincur in inspecting the supplier'sfacility. You will be responsible for additional costs and expenses associated witb the inspection ofthe facility,which must occur before final approval. Approval ofasupplier also maybe sulêct to the frequency of delivery,reporting capabilities, standards of service (including prompt a^ to complaints) or other criteria (including tbe number ofsuppliers already approved) and may be temporary pending further evaluation of such supplier. Wemay periodically require that tbe testing andôr facility audit beperformedagainat your expense toensurecontinuedcompliancewitbour specifications andfacility standards Wewill advise you in writing if we revoke any approvals.

You must obtainand install data processing equipment, computer hardware, required dedicated telephone andpower lines, high speedlntemet connections, modems,printers and otber computer related accessory or peripheral equipment as we may specify in the or otherwise in writing from time to time. Youmustutilizeany proprietary software program, system documentation manuals and otber proprietary materials provided by us in connection witb tbe operation of the Franchised Restaurant. When we provide proprietary sofiware,we may require that you execute one or more standard form software license or similar agreements andinput and maintaininyour computer tbe software programs,data and information as we prescribe. You must purchase from us, at prices and upon terms that we determine, tbe proprietary software programs, manuals and^or computer-related materials whenever we decide to use new or upgraded programs, manualsand/ormaterialstbroughouttbeCarl's Jr. SystemorwithrespecttoDualConcept Restaurants. Except as described in Items^andll,there are currently no payments to be made to us in connection with these items. You must comply with tbe Payment Card Industry Data Security Standard (^FCl-DSS'') at all times and engage any vendor that we may designate to ensure the security ofyour data and compliance with PC1DSS

Wenegotiatesystem-widecontractswithanumberofsuppliersunderwbich Carl'sJr. Restaurants andDual ConceptRestaurantsmay purcbaseproductsatanegotiatedpriceandterms. Franchisees are entitled to purchase products at the price and terms negotiated by us; however,we reserve the right to limit the number of suppliers who deliver tbe products at those prices and terms. With respect to equipment and smallwares, to obtain tbe negotiated price, you must purchase the equipment and smallwares from HFD, and aprocessingfee,whichcurrently is ^.5%for equipment and 12%forsmallwares,isaddedtothe price. There currently are nopurchasingor distribution cooperatives. We do not provide material benefits toa francbiseebased on thefiancbisee'spurcbaseof particular productsorservicesortbeuse of particular suppliers.

Cccasionally, during major promotions, suppliers will sell items to us at a discount. At our discretion, we will either pass the savings directly to you or contribute any amounts collected in excess ofthe discount to an advertising fund (^Itemll). Currently,certain of our soft drink suppliers offer rebates to both you and us based on volume purchases Duringfiscalyear2014,wereceivedacreditfromFcoSurein the amount of$42,055 based on franchisees'purchases of cleaning supplies from FcoSure'saffiliate,SSDC, which is applied to tbe cost ofFcoSure audits at the rate of$20.1^per audit. In addition, we received rebates

25 CJRTR-FOD-^t^t4 totaling $170,626.32 from several suppliers (Sara Lee/Hillshire Farms -$20,000, Kellogg's - $25,000, National Pork Board - $15,000, Reckitt Benkiser - $75,000, and Monster - $35,626.32) that were used to offset the cost of point of purchase and other advertising materials.

ITEM 9 FRANCHISEE'S OBLIGATIONS

This table lists your principal obligations under the Franchise, Development, and Commitment Agreements. It will help you find more detailed information about your obligations in these agreements and in other items of this disclosure document.

Section in Franchise Agreement (FA), Development Disclosure Obligation Agreement (DA) and Commitment Agreement (CA) Document Item a. Site selection and FA: Section I0.E. Items 7 & 11 acquisition/lease DA: Sections 5.B.-E. CA: Sections 5 & 7 b. Pre-opening purchases/leases FA: Sections I0.B.-D. & 12; Green Burrito Addendum, Items 7 & 8 Section 10; Co-Brand Location Addendum, Sections 12 & 13 DA: Section 7 CA: Sections 7, 8.D.-E. & 10 c. Site development and other pre- FA: Not Applicable; Green Burrito Conversion Addendum, Items 6, 7& 11 opening requirements Section 2 DA: Sections 3 & 5-6 CA: Sections 5-6 & 8-9 d. Initial and ongoing training FA: Section 8; Green Burrito Addendum, Section 9; Green Items 5, 6, 7 & 11 Burrito Conversion Addendum, Section 8; Co-Brand Location Addendum, Sections 5 & 6 DA: Section 5.P. CA: Sections 8.A. & 8.J.; Green Burrito Addendum, Section 2 e. Opening FA: Section 9.A.-C.; Green Burrito Conversion Addendum, Item 11 Sections 2.D-E. DA: Not Applicable CA: Sections 8.K.& 9 f. Fees FA: Sections 3, 5, 8 & Appendix A, Appendix B & Appendix Items 5 & 6 C; Green Burrito Addendum, Section 8; Green Burrito Conversion Addendum, Sections 3, 4 & 7; Co-Brand Location Addendum, Sections 3 & 4 DA: Sections 3.C., 4, & 5.F. CA: Section 3 g- Compliance with standards and FA: Sections 6, 7 & 10; Green Burrito Addendum, Sections Items 8 & 11 policies/Operating Manual 10 - 12; Green Burrito Conversion Addendum, Section 9; Co-Brand Location Addendum, Sections 8-11 DA: Section 6 CA: Sections 6-& 8.D.-E. h. Trademarks and proprietary FA: Section 11; Green Burrito Addendum, Section 13; Green Items 13 & 14 information Burrito Conversion Addendum, Section 10 DA: Not Applicable CA: Not Applicable

26 CJR-TR-FDD-0510/14 Section in Franchise Agreement (FA), Development Disclosure Obligation Agreement (DA) and Commitment Agreement (CA) Document Item i. Restrictions on FA: Section 10.B.; Green Burrito Addendum, Sections 10 & Item 16 products/services offered 12; Green Burrito Conversion Addendum, Section 9.A. DA: Not Applicable CA: Not Applicable j- Warranty and customer service FA: Section 10.F.; Co-Brand Location Addendum, Section 9 Item 11 requirements DA: Not Applicable CA: Not Applicable k. Territorial development and FA: Section 1.A.-B.; Co-Brand Location Addendum, Section Item 12 sales quotas 1 DA: Sections 1 .A., 2 & Appendix A & Appendix B CA: Section 2 i. Ongoing product/service FA: Section 10.B.; Green Burrito Addendum, Sections 10 & Item 8 purchases 12; Green Burrito Conversion Addendum, Section 9.A. DA: Not Applicable CA: Not Applicable m. Maintenance, appearance and FA: SeetionSections 2.B.(2)(b), 7.C. & 10.E.; Co-Brand Item 11 remodeling requirements Location Addendum, Section 8 DA: Not Applicable CA: Not Applicable n. Insurance FA: Section 12; Co-Brand Location Addendum, Sections 12 Items 6 & 7 & 13 DA: Section 7 CA: Section 10 0. Advertising FA: Section 5 & Appendix C; Green Burrito Addendum, Items 6 & 11 Sections 7 & 8; Green Burrito Conversion Addendum, Section 7; Co-Brand Location Addendum, Section 4 DA: Not Applicable CA: Not Applicable P Indemnification FA: Section 22; Co-Brand Location Addendum, Section 19 Item 6 DA: Section 16 CA: Section 19 q- Owner's participation/ FA: Sections 10.G. & 13.G.; Green Burrito Addendum, Items 11 & 15 management/staffing Section 14; Green Burrito Conversion Addendum, Section 8; Co-Brand Location Addendum, Section 10 DA: Section 8.G. CA: Not Applicable r. Records and reports FA: Section 4, Green Burrito Conversion Addendum, Section Item 6 5 DA: Not Applicable CA: Section 8.G. s. Inspections and audits FA: Sections 4.F. & 9.D.; Green Burrito Addendum, Section Items 6 & 11 - 6; Co-Brand Location Addendum, Section 7 DA: Not Applicable CA: Sections 8.F. & 8.K.

27 CJR-TR-FDD-0510/14 —— = Section in Franchise Agreement (FA), Development Disclosure Obligation Agreement (DA) and Commitment Agreement (CA) Document Item t. Transfer FA: Sections 14 & 15; Co-Brand Location Addendum, Item 17 Sections 15 & 16 DA: Sections 9 & 10 CA: Sections 12 & 13 u. Renewal FA: Section 2.B.; Green Burrito Addendum, Section 2; Green Item 17 Burrito Conversion Addendum, Section 3 DA: Not Applicable CA: Not Applicable V. Post-termination obligations FA: Section 19 Item 17 DA: Section 14 CA: Section 17 w. Non-competition covenants FA: Section 17; Green Burrito Addendum, Sections 15-17; Item 17 Green Burrito Conversion Addendum, Section 11; Co- Brand Location Addendum, Section 17 DA: Section 12 CA: Section 15 X. Dispute resolution FA: Section 27 Item 17 DA: Section 22 CA: Section 25

ITEM 10 FINANCING

We do not offer direct financing to our franchisees. We have, however, elected to participate in a non-exclusive national lending program ("Program") implemented by Franchise America Finance LLC ("FAF") in conjunction with The Bancorp Bank ("Bancorp"). Through the Program, Bancorp offers streamlined Small Business Administration ("SBA") financing to qualified franchisees for new restaurant development, remodels, conversions from Carl's Jr. Restaurants to Dual Concept Restaurants and purchases of existing Carl's Jr. Restaurants.

A sample copy ofthe Loan Documents typically used in conjunction with the Program is attached as Exhibit QT. These include a sample Security Agreement, U.S. Small Business Administration Note, Unconditional Guarantee, Mortgage and Deed of Trust.

Below is a summary of the loan terms offered by the Program. Your ability to obtain a loan will depend on a number of factors including current market conditions, your credit history and your personal financial condition. Bancorp will ultimately determine whether you qualify for a loan and the precise terms of any loan you receive. In order to make this indirect financing available to our franchisees, our predecessor paid Bancorp an initial Program Fee of $25,000 and, upon the closing of each loan, we will pay Bancorp an amount equal to 0.5% of each loan for new development.

28 CJR-TR-FDD-0510/14 SUMMARY OF FINANCING OFFERED (SBA 7A TERM LOAN) (t)

Liability Loss of Legal Item Amount Down Monthly Prepay Security Upon Right on Financed Financed Payment Term Interest Rate Payment Penalty Required Default Default Initial Up to 20%-30% and Up to Your option of Up to 12 Yes, if term Security Loss of Waive demand Investment 70% of SBA fees up to 10 a variable rate months is less than interest in Franchise, for payment, Costs (2) total 3.5% ofthe years of prime plus interest 15 years and all business acceleration notice of project loan amount (25 2.75% or a only, then prepayment assets, of unpaid acceptance, any costs guaranteed by years fixed rate set at monthly exceeds including all loan, late obligation on SBA (3) for real the prevailing payments of 25% of contract fees. the secured estate) SBA market principal outstanding rights and collection party's part to interest rates and interest balance. real estate; costs mitigate (4) depending The penalty any owners (including damages, the on amount is 5% in of 20% or attorneys' marshalling of financed. year 1,3% more of the fees), assets and term and in year 2 franchise foreclosure liability, sale in applicable and 1% in entity must on collateral inverse order of interest rate year 3 guarantee and enforce alienation and (5) and guarantee all defenses additional (6) given to personal sureties (7) assets may be required as collateral

NOTES

(1) Under this loan program, Bancorp may loan up to $5,000,000.

(2) Initial investment costs include initial franchise fees, working capital, real estate acquisition, construction, furniture, fixtures and equipment.

(3) For a new franchisee, the required down payment is 30%. For an existing franchisee, the required down payment is 25% for expansion, 20% for a remodel of an existing Restaurant and 30% in connection with the purchase of an existing Restaurant.

(4) The fixed rate is only available on loans up to a 10 year term and is fixed for the full term of the loan. The variable rate is reset every calendar quarter.

(5) With a variable rate, the monthly payment will adjust quarterly with an interest rate change and there will be a final balloon payment equal to the unpaid principal plus accrued interest.

(6) Security Agreement, Section K, Note, Section 5 and Unconditional Guarantee, Section 1.

(7) Security Agreement, Section L, Note Section 9 and Unconditional Guarantee, Section 6.

29 CJR-TR-FDD-0510/14 SUMMARY OF FINANCING OFFERED (SBA 504 LOAN) (1)

Liability Loss of Legal Item Amount Down Monthly Prepay Security Upon Right on Financed Financed Payment Term Interest Rate Payment Penalty Required Default Default Commercial Up to 10% and Up to 25 Variable rate Up to 12 Yes, T Lien Loss of Waive jury mortgage (2) 70% of SBA fees years at the months of typically 5% mortgage, Franchise; trial, demand total up to prevailing operations in year 1, security acceleration for payment. project 3.5% of market interest interest 4% in year interest in of unpaid notice of costs the loan rate (4) only, then 2,3% in all business loan,late acceptance, any amount monthly year 3, 2% assets also fees. obligation on guarantee payments of in year 4 may be collection the secured d by SBA principal and 1% in required, costs party's part to (3) and interest year 5 any owners (including mitigate depending of 20% or attorneys' damages, the on amount more of the fees, marshalling of financed, franchise foreclose on assets and term and entity must mortgage liability, sale in applicable guarantee and enforce inverse order of interest rate guarantee alienation and (5) (6) all defenses given to sureties (7)

NOTES

(1) Under this loan program, Bancorp may loan up to $5,000,000.

(2) The loan will be made for total project costs for real estate acquisition, furniture, fixtures and equipment and eligible closing costs.

(3) The loan amount and down payment will be determined based on the lower of the sales price or appraised value.

(4) The variable rate is typically reset every 3-5 years and the rate is renegotiated at the end of that period.

(5) The monthly payment will adjust with any interest rate change.

(6) Mortgage, Article 4 and Unconditional Guarantee, Section 1.

(7) Mortgage, Article 5 and Unconditional Guarantee, Section 6.

The financing arrangement described above is between participating franchisees and Bancorp. Consequently, we do not have the ability, nor is it our intent or practice, to sell, assign or discount to a third party all of the part of the financing arrangement. Neither we nor our affiliates receive any consideration in connection with our relationship with FAF and Bancorp. Except as described in this Item 10, we are not affiliated with FAF or Bancorp.

30 CJR-TR-FDD-0510/14 ITEMIt FRANC^SOR^AS^STANC^

Except as ^sted below, we are notre^u^

C^R^PreOoenmÔbâêns

Before you open your Prancbised Restaoram,we with

L Provide yon witb tbe following site selection assistance: (A) CJ^ssite selection guidelines and, as you may request,areasonable amount ofconsultationwitb respect thereto^ and (B) sucb on-site evaluation as we may deem advisable as part of our evaluation ofyour request for site acceptance. (Development Agreement,^.B.^ Commitment Agreement,^5.B.)

^ We will advise you in writing witbin 30 days after receipt ofall documents tbat we require wbetber webaveacceptedaparticularsite. Ifwedo not respond witbintbat time period,we will be deemed not to bave accepted tbe site. (Development Agreement,^5.D^ Commitment Agreement,^5.D.).

3^ Provide you witb any development training we require. (Development Agreement, ^5.P.^ Commitment Agreement,^.A.)

^ Loanyouonecopy ofCJ^sDevelopmentCuide, wbicbcontainsmandatory specifications and standards relating to construction of CarPs Jr. Restaurants and Dual Concept Restaurants, and information relating to your otber obligations under tbe Development Agreement and Commitment Agreement. (DevelopmentAgreement,^^CommitmentAgreement,^)

^ Purnisbyou witbprototypicalplansandspecificationsforeitberaCarPs Jr. RestaurantorDual ConceptRestaurant(wbicbeveris applicable), includingrequirementstordimensions, design image, interior layout, decor, fixtures, equipment, signs, furnishings, storetront and color scbeme It will be your responsibility tobavepreparedallrequiredconstructionplans and specificationsto suit tbe sbapeanddimensionsoftbelocationofyourPrancbisedRestaurant ("Prancbised Location"),and youmust ensuretbat tbeseplansandspecifications comply witb applicable ordinances,building codesandpermit requirements and witb leaserequirementsandrestrictions. youmust useonly registered architects, registered engineers, and professional and licensed contractors.

IftbePrancbisedLocationbasnot previously beenoperatedasaCarPsJr.Restaurant, we will provide you witb written approval or disapproval of tbe construction plans for tbe proposed Prancbised Restaurant and notify you witbin 30 days afier we receive tbe plans whether we approve or disapprove ofthe plans. (Commitment Agreement, ^.B.). tftbe Prancbised Location bas been operated asaCarPs Jr. Restaurant,we will approve or disapprove material changes in the general layout, design, signage or other features of the prototypical plans provided by CJR with tObusiness days of receipt. (Creen Burrito ConversionPranchise Agreement Addendum,^2.A.)

^ Provideyouwitbafinal inspection ofthePranchisedRestaurant, if we choose to conduct one, and provide you with express written authorisation to open the Prancbised Restaurant ifyou have complied with all conditions. (Commitment Agreement, Creen Burrito ConversionPranchise Agreement Addendum,^.D.)

^ Loanyouacopy of, orelectronicaccessto, our confidential and proprietary CPM,which contains information and knowledge that is unique, necessary and material to the CarPs Jr. System and tbe CB Dual Concept System. Tbe CPM remains our property. Wemay revise tbe contents ofthe CPM and you agree to comply witb each new or changed section. (Franchise Agreement,^). TheTable ofContents ofthe CPM, as ofthe date oftbis disclosure document, is attached as Exhibit LC. Asof

CJRTR-EDO ^t^t4 ^da^theOPM combined ^35 page^

^ Provide you with eoosuhafioo and advice at no additional cost with regard to construction or renovationandoperationofthePranchised Restaurant,huiidingiayout,furnishiugs, fixtures and equipment plans and specifications, training, purchasing and inventory control and those other matters as we deem appropriate. (Franchise Agreement,^.^ Green Burrito Conversion Franchise Agreement Addendum,^2).

^ Provide you with assistance, upon your request, in opening the Franchised Restaurant and in training your employees as we deem appropriate in light ofyour needs and the availability of our personnel. We haYetherighttochargeyouafeefortheopeningtrainingsupportteam, depending on the level ofsupport needed to open the Franchised Restaurant (as determined by us). (Franchise Agreement, ^8) t^ Foranewly developed Franchised Restaurant, provide the PMTP to up to^individuals. ForaDual Concept Restaurant converted fromaCarPs Jr. Restaurant, provide that portion of theFMTP that addresses the CB Dual Concept System to you and up to three otber individuals. The details ofthe FMTP are described later in this Rem. (Commitment Agreement, ^.J.^ Creen Burrito Commitment Agreement Addendum, ^ Franchise Agreement, Creen Burrito Franchise Agreement Addendum, ^ Creen Burrito Conversion Franchise Agreement Addendum, ^ Co Brand Location Addendum,^^^^)

C^R^s Obligations Durm^Onerationo^theFranch^e

During tbe operation ofyour Franchised Restaurant, we wilP

L Collect,administer and spendfor advertising and promotion purposes monies paidby franchisees andcompany-operatedrestaurantsintotbeProductionPundandanyDMAFundandany Creen Burrito Punds(ifapplicable). (Franchise Agreement, ^5.B.,C. andF^ Creen BurritoFrancbise Agreement Addendum,^^ Creen Burrito ConversionFranchiseAgreementAddendum,^7)

2^ Provide you with guidelines for local advertising and promotion fi^omtim e to time youmust submit to us for our prior approval anylocal advertising and promotional materials purchased fromasource otbertban CJR or its affiliates. (Franchise Agreement,^5.D.^ Co-Brand Location Addendum,^)

3^ We maychange or modify tbe CarPsJr.System,and^or tbe CBDualConcept System,including modifications to tbe CPM,tbemenu and menu formats,the required equipment,tbesignage,tbe building and premises ofthe Franchised Restaurant (including the trade dress, decor and color schemes), the presentation ofthe Proprietary Marks, the adoption ofnew administrative forms and meansof reportingandofpaymentof any moniesowedtoCJR(includingelectronicmeansof reporting and payment) and tbe adoption and use of new or modified Proprietary Marks or copyrighted materials. (Franchise Agreement,^.A)

^ Provide additional training to you and any other employees that we designate, if we decide to of^er any additional training. We reserve the right to require you to payatuition fee for these additional training programs, and you will be required to pay all travel, living and other expenses incurred by your employees wbileattendingthetraining. (Franchise Agreement, ^.B.^Co-Brand Location Addendum,^) ^—

^ Provide periodic advice and consultation to you in connection with the operation of the Franchised Restaurant as we deem appropriate or necessary. Wewillprovidetoyou, as we deem appropriate or necessary,ourknowledgeandexpertiseregardingtbeCarPsJr System, and tbe CB Dual Concept System, if applicable, and pertinent new developments, techniques and improvements in the areas of

32 ^auramdesig^managemem,^ and other areas. We may provide these services through visits hy our representatives to the Franchised Restaurantor your offices, the distr^ information, meetings or seminars, telephone eommunieations, email eommunieations or other communications (Franchise Agreement,^.C)

^ Conduct inspections ofthe Franchised Restaurant and evaluations ofthe products sold and services rendered as we deemappropriate or necessary. (Franchise Agreement, ^D^Co-Brand Location Addendum,^)

Advert^sm^

During the term ofthe Franchise Agreement, you will have an advertising and promotion obligation ("AFC"), paid onaweekly basis, in the amount set forth in an appendix to the Franchise Agreement ^ou will pay that portion ofthe AFC as we direct to tbe Production Fund described in the next paragraph. The remainder of tbe AFC shall be paid, at tbe same time and in the same manner as tbe royalty fee, toaDMA Fund. Currently, 1.0% of Cross Sales is paid to the Production Fund and 5% of Cross Sales is paid to the DMAFund. There is no francbisee advertising council that advises CJR on advertising policy.

Cur predecessor has established, and we will maintain and administer,afund for the creation and development of advertising,marketingandpublicrelations,researchandrelatedprograms,activities and materials that we, in our sole discretion, deem appropriate ("Production Fund"), vendors and suppliers also maycontribute to the Production Fund. We or our designee direct all advertising, marketing, and public relationsprogramsandactivitiesfinancedby theProductionFund withsolediscretionovertbecreative concepts, materials and endorsements used in those programs and activities, and the geographic, market and media placement and allocation of advertising and marketing materials. We usually work with an advertising agency in developing advertising for print, radio and television.

Cur predecessor also has established and we will maintain and administer regional advertising funds for all Restaurants("DMA Fund(s)"). Weor ourdesigneedirectalladvertising,marketing,andpublic relations programs and activities financed by the DMA Fund witb sole discretion over tbe creative concepts, materials andendorsements used inthose programs and activities, and the geographic, market and media placement and allocationof advertisingand marketing materials Cnly company-operated andfranchised CarPsJr. Restaurants and Dual Concept Restaurants located in the geographic area covered byaDMA Fund shall be obligated to contribute to that advertising fund.

CJR will administer the Production Fund and the DMA Funds. CJR or its designee has the right to terminate(andsubsequentlyrestart)theProductionFund or any DMA Fund or establish different advertising funds. CJR may incorporate any advertising fimd and may haveaseparate entity manage any advertising fund.

In the fiscal year ended January^l,2014, of the total monies spent by the Production Fund and the DMA Funds, approximately 15% was spent for productions approximately ^4% was spent for media placements less tbanl%was spent for miscellaneous expenses, including research, marketing consultant fees and administrative expenses^ and less thanl% was spent on local store marketing and public relations. No money was spent by the Production Fund or the DMAFunds to solicit new tranchisees.

If you execute tbe CoDBrand Location Addendum, you may jointly advertise the Franchised Restaurant with your other businesses at tbe facility, ^oumayconductapproved local store marketing ("LSM") at your own expense. CJR or its designee periodically will advise you ofthe advertising and sales promotions approved by CJR.

33 CJRTR-FDD ôuma^duringtheperiodbegm^ Reâuramandconfinumg^ Opening Period^conductsuchgrandopemngadve^ OJRwih reimburse you np to $5,000, in aeeordanee with onr Grand Opening time, for grand opening advertising during the Grand Opening Period, if those expenditures were pre- approved by GJR and eompty witb the requirements ofyour Pranehise Agreement for ioeai advertising and you provide written proof to GJR of the advertising and the eostôr that advertising no iater than Ôdays afieryourPranehised Restaurant first opens for business.

Loeai advertisingand promotion materials may bepurehasedfiôm any GJR-approvedsouree. if purchased fromasouree other than GJRor its affiiiates,these materials must eompiy with federal and ioeai laws and regulations and with the guidelines for advertising and promotions promulgated fiôm time to time by GJR or its designee and must be submitted to GJR or its designee at least 30 days prior to first use for approval, which GJR may grant or withhold in its sole discretion In no event may your advertising contain any statement or material which, inthesolediscretionof GJR,may beconsidered: (t)inbadtasteor offensive to the public or to any group of persons^ (^defamatory of any person or an attack on any competitors (3) to infringe upon the use, without permission, of any otber persons^ trade name, trademark, service mark or identifications or(înconsistent with tbe public image of GJR or the System.

We have tbe right, following written notice to you, to reallocate tbe APO and to increase tbe APO^ however,wewillnotincreasetheAPObymoretban^% of Gross Sales in any 12-month period, and your maximumrequired APO will not exceed 7%of Gross Sales. Por those marketscomprisedentirely of franchised GarPsJr. Restaurants and Oual Concept Restaurants, the franchisees in that area can unanimously agree to increase the APO for that OMAPund for any period of time.

Por Oual Concept Restaurants, you may be required to contribute up to7% of GB Gross Sales for advertising ("GB APO") The GB APO currently is of GB Gross Sales The GB APO may be used tor any advertising purposes contemplated by tbe Pranchise Agreement. CJR has the right, following written notice to you, to increase the amount of the GB APO^ however, we will not increase your required contributionby morethan^%ofGBGrossSales inany 12-monthperiod, and your maximum required contribution will not exceed 7% ofCB Gross Sales.

In addition to a Green Burrito Production Pund (a fund for the creation and development of advertising, marketing and public relations, research and related programs, activities and materials, tha^ our sole discretion,deem appropriate), we mayestablisb,in selected geographic regions,aCreen Burrito OMAPund. We will determine the geographic area covered byaGreen Burrito OMA Pund based on tbe location ofOual Concept Restaurants in tbe area and the reach ofprint, radio and television in the area Only company-operatedandfranchisedOual Concept Restaurantslocatedin tbe geographic areacoveredby a Green Burrito OMA Pund must contribute to that OMAPund CJR will administer the Creen Burrito OMA Pund. Weor our designee shall direct all advertising, marketing, and public relations programs and activities financedby tbeGreenBurritoOMA Pund with sole discretion over the creative concepts,materials and endorsements used in those programs and activities, and the geographic, market and media placement and allocation of advertising and marketing materials. We usually work with an advertising agency in developing advertising for print, radio and television. We or our designee have the right to terminate (and subsequently restart) any Green BurritoOMA Pund. CJR may incorporate any such advertising fund and maybaveaseparateentitymanageanyGreenBurritoOlVlAPund.

In tbe fiscal year ended January31,201^of the total monies spent by the Green Burrito Production Pund and the Green Burrito DMAPunds, 100% was spent for production. No money was spent by tbe Creen Burrito ProductionPund or the Green Burrito OMAPunds to solicit new franchisees.

34 CJRTR-FDD ^0^4 CJR madams separate bookke^ CJRpreparesarepertofthe operations of the funds annua^whieh is available to you upo^ Restaurants operated by CJReontributetotbevariousadvertisingfundsanamountequivalenttotbateontributedby eom^ franebised Restaurants. In spending advertising monies,CJR is not obligated to rnake expenditures ^or any franchisee that are equivalent or proportionate to that franchisees contribution or to ensure tbat any particularfranchiseebenefitsdirectlyoronaproratabasisfromexpenditure ofthe funds.

Generally, CJR believes tbat it will spend all advertising payments during the taxable year in wbicb the contribution and earnings are received. Ifwedo not spend tbe advertising payments in one year, we will spend them in tbe following year

ElectromeCasbRe^ster^omtofSale System

ACarEsJr.or DualConcept Restaurant typically requires^PCS terminals and^kitchen display monitors youmust purchase or leaseRARES^OOO or NCR 720 terminals. These systems record customer transactions and collect and generate gross sales for the Franchised Restaurant and sales by categories. In addition, you must purchase or lease kitchen display systems andaback-office workstation as recommended by the software provider, ^ou are required to upgrade or update these systems and add or replace components during the term of tbeFrancbise Agreement, and there isno contractual limitation on the frequency or cost ofthe obligation.

^ou also must use an approved sofiware program. CRR, our indirect corporate parent, has developed software for use in managing CarFs Jr. and Dual Concept Restaurants, including point of sale systems, kitchen systems and back office systems, which is currently available to CarFsJrand Dual Concept franchisees. Whileyouarenotrequiredtousethissoftware, ifyouchoosetodoso,youmustsigna Sofiware License and Support Agreement (Exhibit ^N-l)andpayalicense fee of$150 for each fiscal period (as defined by Cl^R) for each Franchised Restaurant. Under the Software License and Support Agreement, Cl^R also provides telephonic help desk support for your point of sale equipment and software at no additional cost.

Wealso have approved software l^nown as ^pient hybrid Software developed by^pient Solutions, LLC in connection with Cl^R. This sofiware is only available from CJR. While you are not required to use this sofiware, ifyou choose to do so, you must sign an Fnd User Sofiware License and Support Agreement (Fxhibit^N-2)andpaya$4,^00 license ê, an annual maintenance fee in the amount of$552(^^ tbe cost of any corrections and all new releases and versions of tbe sofiware)andasupport services fee in the amount ofS150 for each fiscal period(as defined by C^R)for telephonic help desk supporter tbe sofiware. You may only use tbe ^pient hybrid Sofiware in conjunction witb theFARFSÔOO terminals, and you must purchase on-site support services for the terminals and related hardware tromFarTech, Inc. Weestimatetbe current annualcost of theFarTech service contract ôrtheterminalsandrelatedhardwarerangesfiôm $l,^0to$2,^

In addition, the tollowingalternativesofiwareprograms have been approved for use in CarFsJr. and Dual Concept Restaurants: RAR-FSQSR,RARTnfusion,RFS3700,^pientNativeandLucasFCSR4 The purchasepriceoftherequired hardware andsoftwarerangesfi^om approximately $31,000 to^,000, depending on the vendor selected C^R also has developed other sofiware that you may, but are not required to, use. If you choose to do so, you must signaSofiware License Agreement (Exhibit Currently, CRR does not cbargealicense fee for this sofiware, but it reserves the right to do so in the future.

You must maintain your point of sale system and keep it in good repair. We can access the information stored in the system, and there is no contractual limitation on our right to do so. We cannot estimate tbe cost of maintaining, updating or upgrading your point of sale system or its components because we have no obligation to do so and because the cost willdepend on your repair history, local costs of computermaintenanceservicesinyourareaandtecbnologicaladvances, which we cannot predict at this

35 CJRTR-FDD-^J^ time

Seieetm^theLoeatmnforYourFraneh^ed Restaurant

We do not seieet the site f^r your France Restaurant subject to our aeeeptanee. As noted in item^yousbouid not acquire any interest inasite for your Prancbised Restaurant untii you bave been approved a untii you bave been approved for expansion) and we bave accepted tbe site in writing tfyou are currently operatingaCarPsJr. Restaurant tbat you plan to convert toaDual Concept Restaurant,we must accept tbe site fi^rconversio n toaDual Concept Restaurant.

Por eacb proposed site foraPrancbised Restaurant, you will,if requested by us, submitaPrancbise Site Application to us. In addition, you may bave to submitacomplete real estate paclâge(containing tbat in^rmation as we may reasonably require) l^raproposedsite,wbicb you reasonably believe conforms to site selection criteria we establish hôm time to time, including demographic characteristics, traf^^ parking, character ofthe neighborhood, competition from otber businesses in the area, the proximity to o^ businesses (including restaurants operated or franchised by CJR or our affiliates), tbe nature of other businesses in proximity to the site and other commercial characteristics (including tbe purchase price, ren^ obligations and other lease terms for the proposed site) and tbe siê, appearance, other physical characteristics, andasite plan of the premises. Within 30 days after receipt of these documents, and any informationwhichCJRmay reasonably require,we will advise you in writing whether we have accepteda particular site. If we do not respond within tbat time period^we will be deemed not to have accepted the site. Cur acceptance orreûsal to accept a site for tbe Prancbised Restaurant may be subject to reasonable conditions as determined in our sole discretion.

We may retuse to accept a site for a proposed Prancbised Restaurant unless you demonstrate sufticient financial capabilities, in our sole judgment, applying standards consistent with cr^^^ establishCarPsJr. Restaurants in other comparable market areas, to properly develop, operate and ma^ the Prancbised Restaurant. Therefore, you also must furnish us witb such financial statements and otber information regarding you and the development and operation of the proposedPranchised Restaurant, including,witbout limitation, investment and financing plans fi^rth e proposed Prancbised Restaurant, as we reasonably may require.

CuracceptanceofoneormoresitesisnotarepresentationorapromisebyCJRthataPrancbised Restaurantatanacceptedsite will acbieveacertain sales volume oracertain level of profitability. Similarly, ouracceptanceofoneormore sites and our refusal to accept other sites is notarepresentationorapromise tbat an accepted site will haveabigber sales volume or be more profitable thanasitewhichwe did not accept. Cur acceptance only indicates our willingness to be represented by you at that site.

Pollowing our acceptance ofasite,we will prepare and torward to youaCommitment Agreement andaPranchise Agreement (and Addenda, if applicable) for the proposed site. WithinlOdaysa^eryour receiptofthoseAgreements,you must execute and return the Commitment Agreement (along with the CommitmentPee, unless the Commitment Agreement wasexecutedundertheterms of aDevelopment Agreement), the Pranchise Agreement(along with the Initial Pranchise Pee)and any Addenda, if applicable, tons.

Tune Between Agreement Si^nm^ ami Coenm^

If you do not currently operate a Carl's Jr. or Dual Concept Restaurant at the Franchised Location, we estimate that the time from executing the Franchise Agreement (and Green Burrito Addendum, if applicable) to opening of the Franchised Restaurant is approximately 12 months. Our experience indicates that the following approximate time periods are required to develop a Franchised Restaurant following site acceptance:

3 6 CJR-TR - FDD - 0510/14 Archi^fsprehmmary plans ^months Local zoning hearings ^months Fixed detail plans Imonth Constrnefion permits ^months General and suheontraetor bidding Imonth Gonstrnetlon(lnclndlnglweekelean-np) 4 months

Total elapsed time: l^months

If von are oorehasing an existing eompanvDoperated GarFs Jr. Restaurant or Dual Goneept Restaurants the time between ex^eeution of the Asset Furehase Agreement and your beginning to Franebised Restaurant is aporoximatelylto^months

If you are eonvertingaGarFsJr.Restaurant toaDual GoneeptRestaurant^we estimate tbat the time ^rom executing tbe Green Burrito Gonversion Franchise Agreement Addendum to opening tbe Dual Goneept Restaurant is approximately2to4months.

Factors affecting the length of time needed to open tbe Franchised Restaurant usually include your abilitytoobtainaleaseandadequatefinancing,weather, local requirements and procedures for necessary permits and zoning, shortages or delayed installation of equipment, signs and fixtures and special circumstancesaf^ectingconstructioninaparticular area, none of which are within our control.

Tramm^

Ifyou do not currently operateaFrancbisedRestaurant,we may require that persons you designate, andagreedtobyus,attenda 10-Day Operations Gverview before we will commit to enter into any other agreement witb you ThelO-Day Operations Overview will be conducted at those locations specified by us. As described in Item 5,we may cbargeatee for this program, and you will be required to pay all travel, living andother expenses incurred in attending this program. The persons participating in the 10-Day Operations Overview may be required to execute tbe Freliminary Agreement.

We willprovide you and certain designated employees tbeFMTF in the operation ofaGarFs Jr. Restaurant at those times and places designated by us. lfyouaredevelopingaDualGonceptRestaurant,a portion of theFMTF will address the GBDualGoncept System. TheFMTFwillincludein-restaurant training ataGarFsJr. Restaurant oraDualGoncept Restaurant (whichever is applicable)designated by us and classroom instruction and training at our designated training l^cility in Garpinteria,GA.

Foranewly developed GarFs Jr. Restaurant or Dual GonceptRestaurant,we currently provide the FMTF to up to^individuals (you and up to3others)at no additional cost. ForaDualGoncept Restaurant convertedfromaGarFsJr. Restaurant, we will provide that portion of the FMTF that addresses the GB Dual Goncept System to you and up together individuals. As described in Item 5,afee is charged to provide the FMTF to additional individuals. At least one individual who will be the franchisee andasignatory on the fi^ancbise^relatedagreements,ifafranchiseisgranted, must attend and successfully complete theFMTF. Depending on the specific needs ofthe individual,as determined by GJR in its sole discretion, tbe individual may attendamodified version of tbe FMTF. The other individuals who will havealO% or greater interest in you, or in your general partner if you arealimited partnership, and be signatories on the franchise-rel^^^ agreements, ifafranchise is granted, must attend the 10-day Operations Overview.

You will be required to pay all travel, living and other expenses incurred by your employees while attending the training. Wereserve tbe right to dismiss from tbe FMTF any person whom we do not believe will perform acceptably in tbe position for which he has been hired by you, and you will provideasuitable replacement within one month.

37 CJR^R-FDD-^tO^ The minimum length of the FMTP is 10 consecutive weeks; however, depending on the prior experience of the trainee, it could last longer. A new class begins as needed. The FMTP is scheduled so that it is completed sufficiently in advance of your Franchised Restaurant's initial opening to afford adequate time for the Franchised Restaurant set-up and the hiring and training of crew members before the opening of the Franchised Restaurant. The instructors are experienced Carl's Jr. Restaurant and Dual Concept Restaurant Managers who conduct the training under the supervision of Paul Whitebread, CKR's Vice President, Training and Development. Mr. Whitebread has supervised the training program since September 2007. He has been involved with training at Carl's Jr. and Dual Concept Restaurants for over 30 years. He has conducted or overseen training on all matters that are the subject of the training franchisees receive.

TRAINING PROGRAM

The following chart summarizes the subjects taught during the FMTP in the operation of a Carl's Jr. Restaurant:

Hours of Hours of On Classroom The Job Subject (1)(2) Training Training Location CREW PERSON PROGRAM: Backline (Food Prep) 0 50 Company-operated Stations Restaurant Front-line (Customer 0 50 Company-operated Service) Stations Restaurant SHIFT LEADER PROGRAM: Orientation 0 5 Company-operated Restaurant QSC 0 25 Company-operated Restaurant Leading the Crew 0 30 Company-operated Restaurant Shift Control 0 55 Company-operated Restaurant Closing Activities 0 20 Company-operated Restaurant Opening Activities 0 20 Company-operated Restaurant Certify 0 15 Company-operated Restaurant FRANCHISE MANAGEMENT TRAINING PROGRAM ("MANAGING THE STAR" WORKBOOK AND TRAINING PLAN): WORKBOOK ASSIGNMENTS: Effective Communication 0 12 Company-operated Restaurant Setting Expectations 0 8 Company-operated Restaurant Performance Coaching — - - 0 8 Company-operated Restaurant Effective Delegation 0 20 Company-operated Restaurant Setting Goals 0 8 Company-operated Restaurant

38 CJR-TR-FDD-0510/14 Hours of Hours of On Classroom The Job Subject (1)(2) Training Training Location Planning for Success 0 8 Com pany-operated Restaurant Administration 0 30 Company-operated Restaurant Forecasting Net Sales 0 20 Company-operated Restaurant Creating a Schedule 0 20 Company-operated Restaurant Ordering Product 0 10 Company-operated Restaurant Managing Food Safety 0 20 Company-operated Restaurant Managing Safety and 0 15 Company-operated Security Restaurant Building Sales 0 10 Company-operated Restaurant Staffing Your Restaurant 0 10 Company-operated Restaurant Interviewing and Selection 0 10 Company-operated Restaurant Effective Orientations 0 10 Company-operated Restaurant Creating a Training System 0 10 Company-operated Restaurant Creating a Positive Work 0 10 Company-operated Environment Restaurant Managing Food Cost 0 20 Company-operated Restaurant Other Controllables 0 20 Company-operated Restaurant Analyzing the P&L 0 4 Company-operated Restaurant PHASE 1 MANAGEMENT CLASSES: Phase 1 Class 24 0 Designated Training Facility ONLINE FOOD SAFETY TRAINING: Food Safety Training 7-10 0 Course completed on (ServSafe Manager Course) (Completed STAR Learn Center or online) ServSafe.com website OPENING SUPPORT TEAM: Facsimile Food Training 0 36 Company-operated Restaurant Team Support 0 63 Company-operated Restaurant NEW FRANCHISEE ORIENTATION: New Franchisee Orientation 16 0 Designated Training Facility

39 CJR-TR-FDD-0510/14 NOTES

(1) The instructional materials for the FMTP include the following workbooks: Crew Person, Shift Leader and Restaurant Manager.

(2) FMTP instructors include Franchise Management Trainers, Franchise Business Consultants, and Franchise Trainers.

The following chart summarizes the subjects taught during the portion of the FMTP that addresses the GB Dual Concept System:

Hours of Hours of On Classroom The Job Subject (1)(2) Training Training Location Overview of Conversion and 0 4 Company Construction Process with Headquarters in Count-down Checklists Carpinteria, CA Overview of Green Burrito 0 2 Company-operated Menu Dual Concept Restaurant Station Set-up 0 3 Company-operated Dual Concept Restaurant Product Preparation 0 4 Company-operated Dual Concept Restaurant Product Assembly & Packaging 0 4 Company-operated Dual Concept Restaurant Station Stocking & Closing 0 3 Company-operated Dual Concept Restaurant

NOTES

(1) Instructional materials for the portion of the FMTP that addresses the GB Dual Concept System include the Opening Countdown & Training Plan and the Green Burrito Training Guide. The Opening Countdown & Training Plan is a guide designed to be used by the Dual Concept Restaurant General Manager as a "countdown to opening" for the Dual Concept Restaurant. The Green Burrito Training Guide is a tool for use during in-restaurant training to provide consistent training.

(2) Instructors for the portion of the FMTP that addresses the GB Dual Concept system include Franchise Consultants, GB Project Managers and GMs of Dual Concept Restaurants.

40 CJR-TR-FDD-0510/14 CJR will provide opening assistance for the opening of your Dual Concept Restaurant. That assistance may include the following:

Hours of Hours of Classroom On The Job Subject(l)(2) Training Training Location Crew Communication 1 0 Franchised Meeting (3) Restaurant In-Restaurant Crew 0 16 Franchised Training Restaurant Optional Training (4) Dress rehearsal 0 4 Franchised (Dry Run) Restaurant

NOTES

(1) Instructional materials for this opening assistance include the Crew Pre-Training Study Package, Job-Aids and the Green Burrito Training Guide. The Crew Pre-Training Study Package is a booklet containing information about Green Burrito (e.g., its history), as well as the menu and menu builds. This is the primary study aid for the restaurant employee to learn the Green Burrito menu. Job-Aids are reference charts and pictures displayed throughout the restaurant to aid employees in performing the tasks involved in the preparation, production and service of Green Burrito products.

(2) Instructors for this training are Franchise Trainers and Restaurant General Managers.

(3) Your designated manager must be actively involved in the training steps described.

(4) It is your option whether or not to participate in this training.

We have the right to require that you, your Restaurant Manager and any other employees designated by us take and successfully complete other training courses in addition to the FMTP. We reserve the right to require you to pay a tuition fee for these additional training programs as established by us from time to time. We also reserve the right to modify the elements of the FMTP, any additional FMTP training, and the 10-day Operations Overview, in our sole discretion. You will be required to pay all travel, living and other expenses incurred by you and your employees while attending this training.

ITEM 12 TERRITORY

Development Agreement

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

If you sign a Development Agreement, you will receive a Development Territory, which will be mutually agreed upon by CJR and you,Jaking_into_consideration the density of the area and the number of Franchised Restaurants you agree to develop. A description of the Development Territory will be attached as an appendix to the Development Agreement. The perimeters of the Development Territory may be described by specific street boundaries, county lines, state lines, municipal boundaries, railroad tracks or other similar boundary descriptions, and the size may range from a portion of a metropolitan area to a county or a state in less densely populated areas.

41 CJR-TR - FDD -0510/14 TheCarPs^ Systemand theGB Dual Concept Sy^m(i^udmgtheprodu^ sold under the Proprietary Marks) have been develop environments,many of which are not praetieahyavaitahietoyou. Aeeordingiy^undertheDevetopment Agreement, wereservetoourseivesthe right to: (A)operateand iieenseothers tooperateCarPs Jr. Restaurants and/orCarPsJr./CreenBurrito Dual Concept Restaurants in the Development located in gas stations or convenience stores; (B) operate and license others to operate CarPsJrRestaur^^^ and/orCarPsJrBCreen Burrito Dual Concept Rest airports, train stations,hus stations, travel plazas, stadiums, arenas, convention cent^^^ schools, colleges, universities, hospitals, recreational theme parks, business or industrial foodse^ venues in whichfoodservice is or may heprovided by amasterconcessionaireorcontractfoodservice provider, Indian reservations, casinos or any similar captive market location not reasonably available to you; (C) award national or regional licenses to third parties to sell products under theRroprietary Marks in foodservice facilities primarily identified by^ others to develop and operate restaurants otber than CarPsJr.Restaurants or CarPsJrBCreen Burrito Dual Concept Restaurants in tbeDevelopmentTerritcry;(E) merchandise and distribute products identified by some or all of the Proprietary Marks in the DevelopmentTerritory through any other method or channel of distribution; and (P) sell and distribute productsidentifiedby some or alloftheProprietaryMarks in the DevelopmentTerritory to restaurants othertban restaurants CarPsJr. Restaurants or CarPsJr./CreenBu^^ Dual Concept Restaurants provided those restaurants are not licensed to use the Proprietary Marks in connection witb their retail sales

Except as described in the preceding paragraph,we will not, during the term of the Development Agreement,operateorlicenseotherstooperateCarPs Jr. Restaurants or CarPsJrBCreenBurritoDual Concept Restaurants in the DevelopmentTerrito^, provided you are in compliance with the terms of tbe Development Agreement and otber agreements witb us or our achates and you are current on all obligations due us and our affiliates. This does not prohibit us or our affiliates from: (Doperating and licensing others to operate, during tbe term of tbe Development Agreement,CarPs Jr. Restaurants and/orCarPsJr./Creen Burrito Dual Concept Restaurants at any location outside of the DevelopmentTerritory; (2) operating and licensing others to operate, afier the Development Agreement terminates or expires, CarPs Jr. Restaurants and^orCarPsJr.BCreenBurritoDualConcept Restaurants at any location; and (3) operating and licensing others to operate at any location, during or afier the DevelopmentTerm, any type of restaurant otber thana CarPsJr.Restaurant or CarPsJr./Creen Burrito Dual Concept Restaurant.

These restrictions apply only to CJR and do not apply to CarPs Jr. Restaurants or CarfsJr./Creen Burrito Dual Concept Restaurants in operation in the Development Territory as of tbe date ofthe Development Agreement. Nothing shall prohibit CJR or its affiliates from operating or licensingarestaurant atany location in or outside the DevelopmentTerritory,othertbanarestaurant in the DevelopmentTerritory thatprimarily is identifiedby tbe name and mark "CarPsJrB'

Continuation ofthe limited restrictions on our ability to operate and license others to operate CarPs Jr. Restaurants and/orCarPsJr.BCreen Burrito Dual Concept Restaurants in the DevelopmentTerritory does not depend on your acbievingacertain sales volume, market penetration or other contingency. However, if youare in default under theDevelopment Agreement or any Pranchise Agreement,we may terminate the Development Agreement and tbe limited rights in tbe Development Territory. There are no otber circumstances in which we can unilaterally modify your limited rights in the DevelopmentTerrito^

Therearenorestrictionsontheareasinwhichyoumay advertise or solicitcustomersfor your Prancbised Restaurants; however, seeltem 13for Internet restrictions. We reserve all rights to use and license the CarPsJr. System and the CB Dual Concept System otber than those we expressly grant you under theDevelopment Agreement,tbePranchise Agreement andtbe Creen Burrito Addendum(ifapplicable). There are no restrictions on the areas in wbich we may advertise or solicit customers, nor must we pay any compensation to you for soliciting or accepting orders from inside tbe DevelopmentTerritory. The rights we reserve include the right to use any other channel ofdistribution, including the Internet, torn

42 ^R^R-FDD-^t^t4 DevelopmemTe^oryusm^

Comm^ment Agreement and Francb^e Agreement

You wih not receive any exclusive territory under the Commitment Agreement or the Franchise Agreement. You may facecompetition trom other franchisees, from outlets that weown, ortrom other channels ofdistrihution or competitive brands that we control. You do not receive the right, under either the Commitment Agreement or the Franchise Agreement, to develop or operate more than one Franchised Restaurant. Cur prior written consent is required before you relocate the Franchised Restaurant.

You may only sell or distribute products identified by some or all ofthe Proprietary Marks from the Franchised Location; you may not use any other method or channel of distribution. Wedo not impose any geographic restrictions on your ability to solicit customers; however, seeltem 13for Internet restrictions. There are no restrictions on our ability to solicit customers, nor must we pay any compensation to you tor soliciting or accepting orders. Wereserve all rights to use and license the CarFsJr. System and tbe CB Dual Concept Systemother than those weexpressly grant toyou. We reservetherighttomercbandiseand distributegoodsand services identified by the Proprietary Marks(or different proprietary mar^ method or channel ofdistribution, including the Internet.

As noted in Iteml,pursuant to tbe Management Agreement, CKR, at all times acting on our behalf, may fulfill all of our duties and obligations under all existing and future Franchise Agreements and Development Agreements,including managing the CarPs Jr.System and the Creen BurritoDual Concept System; marketing and offering new and renewal Franchise Agreements and Development Agreements as our franchise broker; training franchisees and their employees; and providing the required support to franchisees. Pursuant to the same Management Agreement, CKR, also fulfills all of PIR's duties and obligationsunderall existing andfuturefrancbiseagreementsanddevelopment agreements forHardee's Restaurants and Flardee's/Red Burrito Dual Concept Restaurants, which are quick service restaurants identified in whole or in part by the name "Flardee's." Currently,CarPsJr. and Dual Concept Restaurants are not located in the same geographic area as Ftardee'sRestaurants and Hardee's/Red Burrito Dual Concept Restaurants. Should that change, FtR and its franchisees may solicit or accept orders within CarPs Jr. franchisees'territories and any potential conflict between the franchisees ofeach system will be resolved on acase by case basis.As noted in Itemt,tbe principal place ofbusiness of CKR is ^307 CarpinteriaAvenue, Suite A, Carpinteria, California 93013 an ^3102

fnaddition,youmay compete witb tberestaurants^storeslocated near your restaurant wbichare described in Item 1 under Affiliated Franchise Programs and which are operated by our affiliates and franchisees ofouraffiliatesmost of wbicharenotdirectcompetitors of the CarPs JrSystemgiventhe products/services they sell. There is no formal mechanism in place for resolving any confiict tbat may arise between your restaurant and tbe units of our Affiliated Franchise Programs. Ftowever,we do not expect any material conflicts regarding territory, customers and franchise support.

FFEMt3 TRADEMARKS

For CarPs Jr.Restaurantfrancbisees,we grant you the right to operatearestaurant under the name "CarPsJrB'andtouseourotbercurrentorfuturetrademarks in the operation of yourFranchised Restaurant. With respect to Dual Concept Restaurant franchisees, we grant you the right to operate a Franchised Restaurant under the names "CarPs Jr." and "Creen Burrito" and to use our otber current and future trademarks in tbe operation of your Franchised Restaurant By trademarks, we mean trade names, trademarks, service marks and logos used to identify your Franchised Restaurant.

43 ^RTR-FDO-05t^t4 In addition to other registered trademarks, we own the following principal trademarks that have been registered with the United States Patent and Trademark Office ("USPTO") on the Principal Register, and all required affidavits of continued use have been filed and accepted:

Trademark Registration Number Registration Date

1,631,819 01/15/91 1,383,339 02/18/86 1,297,845 09/25/84 1,151,330 04/14/81

2,220,433 01/26/99

m 2,290,206 11/02/99

2^88,997 10/26/99 teSWJi LJi CARL'SJR. 1,400,272 07/8/86 901,315 10/20/70

HAPPY STAR 1,084,351 01/31/78

3,524,587 10/28/08

3,550,634 12/23/08

3,807,406 06/22/10

1,689,454 05/26/92

2,846,557 05/25/04

ORE EN 2,924,101 02/01/05 BURRIT©

GREEN BURRITO 3,015,454 11/15/05

4,243,218 11/13/12

44 CJR-TR-FDD-0510/14 Trademark Registration Number Registration Date 4,422,597 10/22/13 GREEN BURRITO

You must follow our rules when you use these trademarks. You cannot use the trademarks as part of a corporate, limited liability company or partnership name or with modifying words, designs or symbols. You may not use the trademarks in connection with the sale of any unauthorized products or services or in any manner not authorized in writing by us.

There are no presently effective material determinations of the USPTO, the Trademark Trial and Appeal Board, the trademark administrator of any state or any court relating to the principal trademarks. There are no pending infringement, opposition or cancellation proceedings or material litigation involving the principal trademarks. There are no agreements currently in effect that significantly limit our right to use or license the use of the principal trademarks in any manner material to you. We do not know of either superior prior rights or infringing uses that could materially affect your use of the principal trademarks in any state.

You must promptly inform us in writing regarding any infringement of the Proprietary Marks of which you are aware. You may not make any demand or serve any notice, orally or in writing, or institute any legal action or negotiate, compromise or settle any controversy with respect to any infringement without first obtaining our written approval. We will have the right, but not the obligation, to bring an action or take those steps we consider advisable to prevent any such infringement and to join you as a party to any action in which we are or may be a party and as to which you are or would be a necessary or proper party. The Franchise Agreement does not contain any provisions under which we are required to defend or indemnify you against any claims of infringement or unfair competition arising out of your use of the trademarks. The Franchise Agreement does require that you notify us immediately if any litigation involving the trademarks is instituted or threatened against you. You also must fully cooperate in defending or settling the litigation. You may not directly or indirectly contest the validity or our ownership of the trademarks.

You may not use our Proprietary Marks in any Internet domain name or e-mail address, in the operation of any Internet web site, on a social networking site, in social media or other future technological avenue (collectively, "Social Media") without our prior written consent. We may grant or withhold our consent in our sole discretion and may condition our consent on such requirements as we deem appropriate, including, among other things, that you obtain our written approval of: (A) any and all Internet domain names and home page addresses related to the Franchised Restaurant; (B) the proposed form and content of any web site related to the Franchised Restaurant; (C) your use of any hyperlinks or other links; (D) your use of any materials (including text, video clips, photographs, images and sound bites) in which any third party has an ownership interest; and (E) any proposed modification of your web site. We may designate the form and content of your web site and/or require that any such web site be hosted by us or a third party whom we designate, using one or more web sites that we own and/or control. We may charge you a fee for developing, reviewing and approving your web site and/or for hosting the web site. We may establish a Social Media policy and you must comply with any such Social Media policy, as modified from time to time, and any additional policies that we issue. Any copyright in your sites or pages on any Social Media are owned by us, and you must sign any documents that we^reasonably deem necessary to affirm our ownership of the copyright.

With respect to CarPs Jr. Restaurant franchisees, if we should elect to use a principal name other than "CarPs Jr." to identify the CarPs Jr. System, we may select another name. The Carl's Jr. System and the Franchise Agreement will be deemed amended to substitute that name, and you will be required to incur

45 CJR-TR-FDD-0510/14 the necessary costs to adopt the new name. For Dnat Concept Restaurant franchisees, if we shontd elect to nseaprincipal name other than "Carl'sJr" and "Creen Burrito" to identify the Dual Concept System,we may select another name. The Carl'sJr. System,the CBDual Concept System, the Franchise Agreement and the Creen Burrito Franchise Agreement Addendum will he deemed amended to substitute that name, and you will he required to incur the necessary costs to adopt the new name.

FFEMt4 PATENTS, CCPYRtC^TS,ANDFRC^ETARYtNFCRMATtCN

Wedo not own any patents or copyrights that are material to your Franchised Restaurant, the Carl's Jr. System or the CB Dual Concept System. However, we claim copyright protection in the CFM and certain forms, architectural, engineering and construction plans, advertising materials, product specifications, computer programs, newsletters,training materials, and operations and accounting materials We have not registered those materials with the United StatesRegistrarof Copyrights. We alsoowncopyrights ina variety ofradio and television commercials.

The CRM and these other materials contain CJR'sdetailed standards and specifications for managing and operating your Franchised Restaurant. For example,the CRM and other proprietary information may discuss the selection, purchase, storage, preparation, packaging, ingredients, recipes, service and sale ofthe products and beverages you will sell at your Franchised Restaurant Tbe CFM also contains information on management and employee training, marketing, advertising and sales promotions, signs, fixtures and furnishings, employee dress attire and appearance standards, menu concept, and business practices and procedures, such as bookkeeping, accounting, records retention and other business systems.

The CRM and all other materials and information provided or disclosed to you regarding the Carl's Jr. SystemandtheCB Dual ConceptSystem are disclosed in confidence. You may not disclose any part of this information to anyone who is not your employee, and you will disclose to your employees only those parts ofthe Carl's Jr. SystemortheCB DualConcept System(if applicable) tbat an employee needs to know. You also must agree not to contest CJR'sinterest in tbe trade secrets and confidential and proprietary information that comprise tbe Carl'sJr.Systemor,if applicable, the CB Dual Concept System.

We are not required by any agreement to protect or defend copyrights or confidential information, although we intend to do so as appropriate.

tTEMt^ DBEtCATICNTCFARTICIFATEtN THFACTUAECPERATJONCFTHE FRANCHISE BUSINESS

You are not obligated to participate personally in the direct operation ofthe Franchised Restaurant; however, you must designate, and we must approve, a qualified individual to serveas tbe "Cperating RrincipaF'ofyour Franchised Restaurant. If you signaDevelopment Agreement, you must designate, and we must approve,aqualified individual to serve as your "Development Principal." Ifqualified, you may fill either or both of these positions; bowever,we may require that these positions be held by different persons.

Tbe Cperating Principal must own at leastalO% equity ownership interest in you, or in your general partner if you are a limited partnership, unless modifiedby us in oursolediscretion, andbeaperson acceptable to bothus and you. (This requirement does not apply if you wereapublicly-heldentityora wholly-ownedsubsidiaryofapublicly-heldentity asof the date of thefirstfranchise-relatedagreement betweenyouandus.) TheCperating Principal must beamember of the Continuity Croup and have full control over tbe day-to-day activities ofthe Franchised Restaurant and thoseotherrestaurants(that are franchised by us or our affiliates) operated by you in tbe same geographic market as the Franchised Restaurant, including control over tbe standards of operation and financial performance. Unless you have named, and we have approved,aMulti-UnitManager(discussed below), the Cperating Principal must: (t)

46 ClRTR-FOO-t^O^ devo^fuhfime and best ^0^5 to^ ^aurant5^hat are franchise Franehi5ed Restaurant and^maintain his primary res^ Franehised Restaurant, unless waived in writing by us. Tbe Operating Prineipai wih be required to sueeessfuiiyeornptetetbeFMTP and any additional training required by us. ifyou operate restaurants in multiple markets tbat are franebised by us or our affiliates, an individual meeting tbe above quab^ will serve as tbe Operating Rrineipal in at least one market.

Ifyou operate restaurants tbat are franebised by us or our affiliates in multiple geograpbiemar^ for all markets inwbieb tbe Operating Rrineipalfails to satisfy our requirements, you must designate and retain an individual to serve as Multi-Unit Manager. Tbe Multi-Unit Manager will be under tbe supervision of tbe Operating Rrineipal. Tbe Multi-Unit Manager must devote full time and best efforts to supervising tbe operation oftbeFranebised Restaurant and tbose otber restaurants (tbat are fi^anebised by us or our a operated by you in tbe same geograpbie market, sueeessfully complete tbe FMTP and any additional training requiredby us,andbeapprovedby us. tnaddition,tbeMulti-Unit Manager must maintain bis primary residence witbinareasonable driving distance of tbeFranebised Restaurant, unless waived in writing by us.

TbeOevelopment Principal must own at leasta Inequity ownership interest in you,or in your general partner if you are a limited partnership, unless modified by us in our sole discretion. (This requirement does not apply if you wereapublicly-held entity orawbolly-owned subsidiary ofapublicly- held entity as of the date of the first franchise-related agreement between you and us.)TbeOevelopment Principal must beamember of the OontinuityOroup and have full control over the day-to-day development ofthePrancbised Restaurants. Unless youhavenamed, and we have approved,aMulti-UnitOevelopment Manager (discussed below), tbeOevelopment Principal must: (t) devote full time and best efforts to supervising the development of the Prancbised Restaurants; and (2) maintain his primary residence witbina reasonable driving distance of the OevelopmentTerrito^,unless waived in writing by us.The Devel^^ Principalwillbe required to successfullycomplete our development training and any additional tram^^ requiredby us. If you are developing restaurantsin multiple markets that are franchised by us or our affiliates, an individual meeting the above qualification one market.

If you are developing Prancbised Restaurants in multiple geographic markets, for all markets in which tbe Oevelopment Principal tails to satisfy our requirements, you must designate and retain an individual to serve as Multi-Unit Oevelopment Manager. The Multi-Unit Oevelopment Manager will be under tbe supervision ofthe Oevelopment Principal. Tbe Multi-Unit Oevelopment Manager must devote full time and best efforts to supervising tbe development ofthe Prancbised Restaurants and otber restaurants that are tobe operated by you tbat arefrancbisedby us or our affiliatesinageographic market, successfully complete our development training, tbe PMTP and any additional training required by us, and be approved by us. In addition,tbeMulti-UnitOevelopment Manager must maintain his primary residence witbina reasonable driving distance of the OevelopmentTerritory,unless waived in writing by us.

Tbe Prancbised Restaurant must at all times be under tbe on-site supervision ofone ofthe following designated individuals who must meet our applicable training qualifications for their designated posi^^ the Operating Principal,aMulti-UnitManager,aRestaurant Manager, or for specific,limited periods of ti^^ authorized by us,aShift Leader, oraSite Manager (if you execute the Oo-8rand Location Addendum), ff the Prancbised Restaurant employs at any time fewer than^management personnel who have successfully completedthePMTP,youbave30 days to bireanew manager and enroll him or her in the PMTP PorOual Concept Restaurants,thePranchisedRest^antalsomust at all times beunder tbe direct,onprem^ supervision ofamanager or other management employee who has completed the portion of the PMTP that addresses the 08 Oual Concept System tfthis manager ceases to be employed at the Prancbised Restaurant, youhave 30daystohireareplacement and enroll himorherinthePMTP, including theportiontbat addresses the CBOual Concept System. Your managers are not required to own an equity interest in you.

47 dRTR-t^-^tt^ If you are any type of business ent^ "Continuity Groups Tbe members of tbe Continuity Croup will inelude:0)tbe Developments tbe Cperating Prineipai;âiiboidersofaiegai or beneficial interest ofiO% or more ("10% franebisee;(îfFranebiseeisaiimited partnership, afitO%Cwners in franebisee'sgene ifanytO%Cwneroffranebiseeisaeorporationor^ tbatisa iO%Cwneroffranebisee. Youmustnotity us of any ebangeintbe Continuity Croup. Eaeb member of tbe Continuity Croup and tbeirspouses,ifappbeabie, and eaeb of franebisee's officers and directors and tbeir spouses, if appiieabie,is bound by tbe eonfidentiaiity and noncompetition restriefi^^ described in ttemtând must signaguarantee assuming and agreeing to discbarge afi of your obligations to us unless we, in its sole discretion, waive or modify tbis requirement.

tTEMt6 RESTRICTtCNSCNWHATTHE FRANCHISEE MAYSELL

You must use tbe Prancbised Restaurant soieiy for tbe operation of tbe CarfsJr.Restaurant, or if applicable, tbe Dual Concept Restaurant, and must maintain sufficient inventories, adequately staff eacbsbift witb qualified employees and continuously operate tbe Prancbised Restaurant at its maximum capacity and efficiency for tbe minimum number ofdays and bours as we specify in tbe CRM or otherwise in writing.

You must meet and maintain tbe bigbest applicable beaitb standard and rating.You must operate tbe Prancbised Restaurant in strict conformity witb tbe methods, standards and specifications tbat we prescribe in the CRM or otherwise in writing.

You must offer for sale and seh at the Prancbised Restaurant ah and only those products and services as are expressly authorized by us in tbe CRM or otherwise in writing. Wemay restrict sales of menu items to certain time periods during tbe day. Por Dual Concept Restaurants, at ah times, you must also offer and seii tbe Creen Burrito food products specified by CJR Webave the right to change the menu items, ingredients, products, materials, supplies and paper goods or the standards and specifications ofeacb, and there are no limits on our ability to do so.You must promptly comply with the new requirements. We do not limit the customers to whom you may seh goods or services.

See ftems^and^for more specific information on restrictions covering what you may seih

PPEMLB RENEWAL, TERMINATION, TRANSPER^AND DISPUTE RESCEUTICN

THE FRANCHISE REEATtCNSHtP

Tbe following tableslist certain important provisions of tbeDeveIopment,Commitment and Franchise Agreements^ Yo^ should read these provisions in the agreements attached to this disclosnre doeumenL

DEVELOPMENT AGREEMENT

Section In Development Provision Agreement Summary a Leogth ofthe Section! A. The term is from date ofexecntion ofthe Development Agreement to franchise terro the first to occur of: the date the iast Franchisee Restaurant required hy the development schedule opens for business; orthe date the last Franchised Restaurant is required to he opened under the terms ofthe development schedule.

48 CJRTR-FÔ-^tO^ Section In Development Proton Agreement Summary b Renews or extenôn Not Applicable ofthe term e Requirements for yoo Not Applicable to renew or extend d Termination hy yon Not Applicable e. Termination hy ns Not Applicable without eanse f Termination hy os Sections Wemay terminate upon default witheanse g "Cause" defined Section 13A(1^ You havelOdays to cure monetary defaults. You have 30 days to eurahle defaults cure defaults other than those discussed in paragraph h. below. h ^Cause" defined- SectionlÂOl^ Non-curable defaults include: failure to obtain site acceptance on non-eurahie defaults schedule; failure to open and operate scheduled number ofPranchised Restaurants; begin construction before receipt of fully executed Commitment Agreement; insolvency; bankruptcy; execution levied against your business or property; material breach of covenants; transfer without prior written consent; material misrepresentation; falsification ofreports; felony conviction; default beyond cure period under other agreements with us or our affiliates, any real estate or equipment lease or financing instrument relating toaFranchised Restaurant or any agreement with any vendor or supplier toa Franchised Restaurant; material breach ofany representation or warranty; and default afterreceiptofôrmore notices of default within l^months. i Your obligations on Sections Obligations include: forfeiture ofright to develop; return ofmaterials termination/non to CJR; continued observance ofcovenants; payment of amounts due renewal CJR; forfeiture of Development Fee; no operation ofbusiness under any name or in any manner that suggests connection to CJR and our affiliates; and cease use of CJR materials. j Assignment of Sections There are no restrictions on our right to assign. contract hy us k. "Transfer" hy you- Section 10A. Includes sale, assignment, transfer, conveyance, gift, pledge, defined mortgageorothereneumbranceofany interest in you or the Development Agreements or any other assets pertaining to your operations under the Development Agreement f Our approval of Sections 10.8. and Unless otherwise expressly permitted, you must obtain our prior transfer hy you 10C written consent for anyTransferâs defined in the Development Agreement). m. Conditions for our SectionslOB.and Conditions include: qualified transferee; reasonable sales price; approval of transfer 10C payment ofamounts due; no default on any agreement with CJR or its affiliates; no default beyond the applicable cure period under any real estate or equipment lease or financing instrument relating to the Franchised Restaurant or any agreement with any vendor or supplier to the Tranchised Restaurant; signed release; completed development training programs; payment oftransfer fee; and agreements signed. n. Cur right of first Section 10.J. CJR can match any offer for your business. refusal to acquire your business

49 CJRTR-FO^-0^14 Section In Development Provision Agreement Summary o. Oor option to ôt Applicable purchase your business p Your death or Section 10C(D(b) Transfertoyourspouse, children, parents, siblingoramemberof disahihty your Continuity Croup is allowed. q Noncompetition Section l^C. Exceptwithour consent no diversion of any business or customer to covenants during the any competitor; no employment or inducement to leave employment term ofthe franchise of any person employed by CJR or any franchisee asashift leader or higherposition; no interest in any restaurant businessî)whose sales ofDesignated Entree Items during any daypart are reasonably likely to account collectively for 20% or more of the restauranfssales of all entree items during that daypart,(ii) that features or promotes any DesignatedEntreeltem in its advertising, or(iii) that operates ina quickservicefbmât(withorwithout table service). "Designated Entree Items" means any hamburger sandwich, chicken sandwich, breakfast sandwich and any other entree item ofatype designated by us as part ofthe Carl'sJr.System or as part ofthe C8 Dual Concept System at any time during the term ofthe Development Agreement. r Noncompetition Section l^C. Noactivityasdescribedin paragraphs.above for2years within your covenants after the DevelopmentTerritory, within2milesofits border and withina2 franchise is mile radius of any thenexistingCarEsJrRestaurant or Carl's terminated or expires Jr./Creen Burrito Dual Concept Restaurant s. Modification ofthe Sections No modification generally without signed agreement, but CJR may agreement modify the Carl'sJr System and the Development Cuide. t Integration/merger Sections Duly the terms ofthe Development Agreement, the Development clause Cuide, the documents referred to in and the attachments to the Development Agreement are binding Any other oral or written promises related to thesubjectmatterofthe Development Agreement maynotbeent^rceable. This is not intended to disclaim any representation made in this disclosure document. u Dispute resolution hy Not Applicable arbitration or mediation v Choice offbrum Section 22 8 You can only file suit where our principal offices are located. ^Ve may file suit in thejurisdiction where our principal offices are located, where you reside or do business,where the Development Territory or any Eranchised Restaurant is or was located or where the claim arose w Choice oflaw Section 22.A. California law applies except that confidentiality and non competition restrictions shall be interpreted under the laws of the jurisdiction in whichtheDevelopmentTerritory is located

50 CJRTR-^0^0^14 COMMITMENT AGREEMENT

Section In Commitment Provision Agreement Summary a. Length of franchise Not Applicable The term is separately negotiated, but you must start construction of term your Licensed Restaurant within 12 months after you sign the Commitment Agreement and be open for business within 16 months. b. Renewal or extension Not Applicable of the term c. Requirements for you Not Applicable to renew or extend d. Termination by you Not Applicable e. Termination by us Not Applicable without cause f. Termination by us Sections 8.B. & 16 CJR may terminate upon default. with cause g. "Cause" defined- Sections 8.B. & You have 30 days to cure any default, other than those defaults curable defaults 16.A.(16) discussed in paragraph h. below. You have a commercially reasonable amount of time to cure if the Franchised Restaurant is not constructed in accordance with approved plans. h. "Cause" defined- Section 16.A. (1-15) Non-curable defaults include: failure to obtain written acceptance of non-curable defaults the location for the Franchised Restaurant within 6 months of date of the Commitment Agreement; begin construction or renovation before approval of plans; failure to begin construction or renovation by Construction Commencement Date; failure to open Franchised Restaurant by Opening Date; insolvency; bankruptcy; execution levied on your business or property; foreclosure; material breach of covenants; transfer without prior written consent; material misrepresentation; felony conviction; falsification of reports; default beyond cure period under other agreement with us or our affiliates, any real estate or equipment lease or financing instrument relating to a Franchised Restaurant or any agreement with any vendor or supplier to a Franchised Restaurant; material breach of any representation or warranty; or default after receipt of 2 or more notices of default in preceding 12-month period. i. Your obligations on Section 17 Obligations include: return of CJR materials and information; termination/non- continued observance of covenants; payment of monies owed CJR renewal and its affiliates; cease use of Proprietary Marks; de-identification; and refrain from operating business that gives the impression you are connected with CJR or our affiliates. j. Assignment of Section 12 There are no restrictions on CJR's right to assign. contract by us k. "Transfer" by you- Section 13 Incorporates Section 15 of the Franchise Agreement defined 1. Our approval of Section 13 Incorporates Section 15 of the Franchise Agreement transfer by you m. Conditions for our — -Section 13 - — • -Incorporates Section 15 ofthe Franchise Agreement approval of transfer n. Our right of first Section 13 Incorporates Section 15 of the Franchise Agreement refusal to acquire your business

51 CJR-TR-FDD-0510/14 Sections Commitment Proton Agreement Summary o. Our option to Sectiont7C. Incorporates Section 20 ofthe Franchise Agreement purchase yoor business p. Your death or Section t3 Incorporates Section 15of the Franchise Agreement disahihty q. Non-eompetition Section t5 Incorporates Sectionl7of the Franchise Agreement covenants during the term ofthe franchise r. Noncompetition Section t5 Incorporates Sectionl7of the Franchise Agreement covenants after the ftanchiseis terminated or expires s. Modification ofthe Sections No modification generally without signed agreement, but CJR may agreement modify theSystem and the Development Cuide t Integration/merger Sections Only terms ofthe Commitment Agreement, the Development Cuide, clause the documents referred to in and the attachments to the Commitment Agreement are binding. Any other oral or written promises related to the subject matter ofthe Commitment Agreement may not be enforceable This is not intended to disclaim an^ representation made in this disclosure document u. Dispute resolution hy Not Applicable arbitration or mediation v. Choice of forum Section 25 8. You can only file suit where our principal offices are located ^e may file suit in thejurisdiction where our principal offices are located, where you reside or do business, where the Authorized Location is or was located or where the claim arose. w. Choice oflaw Section 25.A. California law applies except that confidentiality and non competition restrictionsshallbeinterpretedunderthelawsofthejurisdictionin which the Franchised Restaurant is located.

FRANCHISE AGREEMENT

Section In Franchise Provision Agreement Summary a. Length of the franchise Section 2.A.; Co- 20 years from the date the Franchised Restaurant opens for business. term Brand Location If you are converting a Carl's Jr. Restaurant to a Dual Concept Addendum, Restaurant, the term of your right to operate the Dual Concept Section 2 Restaurant will be the balance of the term of your Franchise Agreement. (1) b. Renewal or extension of Section 2.B. You can renew for a Renewal Term of 10 years or, at your option, 5 the term years.

52 CJR-TR-FDD-0510/14 Section In Franchise Provision Agreement Summary o. Requiremeotsforyooto Section ^B.; InordertorenewattbeendofthelnitialTermyoumust: give timely renew or extcod Green Bnrrito notice; sign general release; comply witb training requirements; be in Addendum, good standing; not be in default under any agreement witb us and our Section^Green affiliates; not be in default beyond tbe cure period under any real Burrito estate or equipment lease or financing instrument relating to tbe Conversion Prancbised Restaurant or any agreement witb any vendor or supplier Addendum, to tbe Prancbised Restaurant; have tbe right to remain in possession Sections ofthe Prancbised Location for the RenewalTerm; remodel in accordance with our thencurrent standards; and payarenewal fee.

You must also sign our then^current form ofPranchise Agreement, tbe terms ofwhich likely will differ fiom your original Pranchise Agreement, including, without limitation, those relating to royalty fees and advertising obligations. d. Terminafionbyyoo Not Applicable e. Termmafionbyus Not Applicable wfthooteanse f Terminafioobyuswfth Sections Wemay terminate upon default. eause g "Caose" defined- Sectionl^B Youhave lOdays to cure monetary defaults. You have 30 days to enrage defaofts cure all other defaults except those discussed in paragraph h. below h. "Caose"defined-non Sectionst^A, Noncurable defaults include: closure ofPranchised Restaurant for eorabledefaufts t8B^^t8G more than^days; insolvency; bankruptcy; execution levied on your business or property; foreclosure; material breach of covenants; transferwithoutpriorwritten consent; material misrepresentation; falsification ofreports; failure to open Prancbised Restaurant within 60 days afier opening is authorized; imminent danger to public health or safety; loss ofpossessionofPranchised Location; felony conviction; breach ofrepresentation or warranty; default beyond cure period under other agreements with us or our affiliates; default afier receipt of^or more notices of default within previous l^months; and receipt of second consecutive failing score on an inspection Yoorobfigafiooson Sections Gbligations include: immediately cease operating the Prancbised teronnafion/nonrenew^ Restaurant; payment ofamounts due; return GPM; continued observance ofcovenants; discontinue use ofProprietary Marks; complete deidentification ofthe Prancbised Restaurant; and upon termination based on your default, payment offuture lost royalties Assignment of eontraet Sections There are no restrictions on our right to assign. by OS k. "Transfer" by yon Section 15.A. Includes sale, assignment, transfer, conveyance, gifi, pledge, defined mortgageorotherencumbranceofany interest in you, the Pranchise Agreement, the Pranchise, the Prancbised Restaurant, the assets of the Prancbised Restaurant, the Prancbised Location or any other asset pertainingto your operations underthe Pranchise Agreement i Onr approval oftransfer Sections 158^ Unless otherwise expressly permitted, you must obtain our prior by yon l^G^GoBrand^ ^writtenconsentfbranyTransfer(asdefined in the Pranchise Location Agreement) Addendum, Sections

53 ClRTR-FOD-0510/bt Section In Franchise Provision Agreement Summary ro. Conditions for onr Sectionst^B.- Conditions include: transferee qualified; reasonable sales price; approve oftransfer G; Co Brand payment ofamounts due; no default under any agreement with CJR Location or its affiliates; no default beyond the applicable cure period under Addendum, any real estate or equipment lease or financing instrument relating to Section t5 thePranchised Restaurant or agreement with any vendor or supplier to the Prancbised Restaurant; signed release; transferee must complete training; transfer fee paid; and agreements signed.^) n Cnr right offirst refusal Section i^Co- ^Veor our designee can match any offer for your business. (3) to aoqoireyoor business Brand Location Addendum, Sections o. Cor option to porehase Section^Co- Wecan purchase some or all ofyour assets upon expiration or earlier your business Brand Location termination ofthe Pranchise Agreement ataprice agreed upon or set Addendum, by appraisers (4) Sectiont8 In additions if vou purchase an existing companv operated Restaurant and enter intoaDevelopment Agreement with us^ we will have the ri^ht to repurchase the Restaurants thendevelopedbvvou underthe DeveloomentA^reementand/orthe Restaurants thatvounurchased from us ifvou fail to complv with certain development obligations in atimelv manner. p Your death or disability Section Transfer to your spouse, children, parent, sibling or member ofyour i5C^b) Continuity Croup is allowed. q Noncompetition Sectiont7C; Except with our consent no diversion ofany business or customer to covenants during the Creen Burrito any competitor; no employment or inducement to leave employment term ofthe franchise Addendum, of any person employed by CJR or any franchisee asashift leader or Sections higher position; no interest in any restaurant business (i) whose sales Creen Burrito ofDesignated Entree Items during any daypart are reasonably likely Conversion to account collectively for 20B^ or more of the restauranPssales of all Addendum, entree items during that daypart,^ii) that features or promotes any Sectionti;Co DesignatedEntreeltem in its advertising, or ^iii) that operates ina Brand Location quickserviceformat^with or without table service). Addendum, Sections "Designated Entree Items" means any hamburger sandwich, chicken sandwich, breakfast sandwich and any otherentree item ofatype designated by us as part ofthe System at any time during the term of the Pranchise Agreement. Por Dual Concept Restaurants, "Designated Entree Items" also include any Mexican food entree items designated by us as part ofthe CB Dual Concept System at any time during the term ofthe Pranchise Agreement. r. Non-competition Sectiont7C^ No activity as described in paragraph q.above fbr^years withina^- covenants after the Creen Burrito mile radius ofthe Prancbised Location orwithina^mileradiusof franchise is terminated Addendum, anythen-existingCarPsJr. or Dual Concept Restaurant. or expires Sections Creen Burrito Conversion Addendum, Sectiontt;Co Brand Location Addendum, Sectioni7 s. Modification ofthe Sections No modification generally without signed agreement, but CJR may agreement modify the System and the DFM.

54 CJR-TR-FDD-0510/14 Section In Franchise Provision Agreement Summary t. Integration/merger Section 25 Only the terms of the Franchise Agreement, the OPM, the documents clause referred to in and the attachments to the Franchise Agreement are binding. Any other oral or written promises related to the subject matter ofthe Franchise Agreement may not be enforceable. This is not intended to disclaim any representation made in this disclosure document. u. Dispute resolution by Not Applicable arbitration or mediation v. Choice of forum Section 27.B. You can only file suit where our principal offices are located. We may file suit in thejurisdiction where our principal offices are located, where you reside or do business, where the Franchised Restaurant is or was located or where the claim arose. w. Choice of law Section 27.A. California law applies except that confidentiality and non competition restrictions must be interpreted under the laws of the jurisdiction in which the Franchised Restaurant is located.

NOTES

0) Ifyou execute the Oo-Brand Locate uuderthe terms of a eootraet with asuppherforthesupply andsuhsequeut sale of petroleum produets^SuppIy Oomraet"^ yourFrauehise Agreement wihtermmateupoutheexpirationor earhertermmation of your Supply Contract with your designated suppher of petroleum provided you do nor enter intoanew Supply Contract within^days after the expiration or earlier termination ofyour previous Supply Contract.

(2) ifyou execute the Co-Brand Location Addendum, we may refuse to consent to any proposed transfer without consideration of these factors if you do not propose to simuitaneousiy transfer the same interest in your other businesses at the facility to the same transferee.

(3) ifyouexecutetheCo-Brand Location Addendum, our right of first refusal extends toaproposed transfer ofany interest in your other businesses at the facility.

(^ If^ou execute tbe Co^Brand Location Addendum and we do not exercise our option to purchase your interest in the Franchised Location, foraperiodof^yearsfoftowingthe terminationor expiration ofthe Franchise Agreement, any transfer ofan interest in the Franchised Location wih be subject to the covenants and restrictions contained in the Franchise Agreement.

Certain states require franchisors to make additional disclosures related to the information c disclosure document. These disclosures are contained in Exhibit RS^to this disclosure document.

FFEMt^ FUBLtC FIGURES

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

55 CJR-TR-FDD-0510/14 ITEM^ FINANCIAL PERFORMANCE REPRESENTATIONS

The PTC's Pranchise Rule permftsafra^ fiuaneialperformanee of its ^anehisedand/er franchisors^ the information, and ifthe information is included in the disciosuredocument. Pinanciai performance information that differs from that included in this item t^may he given only if (l)afranchisor provides the actual records of an existing outlet you are considering buying; or (2) a franchisor supplements the infoririation provided in this tteml9,tor example, hy providing information about possible per^^ particular location or under particular circumstances.

Tablets EiscaIYear2^t^EmanciaI Performance (CompanyOperatedCarPs^Restaurantsand Company Operated Dual Concept Restaurants)

The following table represents average PiscalYear2014financial performance for tbe 395 domestic CarPs Jr. Restaurants and Dual Concept Restaurants ("Restaurants") that were operated by us and our predecessor for all of Fiscal Year 2^14 (which ended on the last Monday in January) and that were remodeled totheClassicStar design (wbich is the design for allnew Restaurants). In order to maintain consistency,eachofourpredecessor'sfiscal years will be deemed to have ended on January31 While there were 437 Restaurants operating at the endofFiscalYear^l4,23Restaurantshavebeenexcludedfrom Tablelsince they had not completed the remodel prior to the start of FiscalYear^l4 and 19 Restaurants have been excluded tromTablelsince they did not operate tor the entire fiscal year.

Ofthe395RestaurantsrepresentedinTablel,^are Dual Concept Restaurants and 139 are CarPs Jr. Restaurants. Tbe datainTable 1 isgrouped intofivecolumnsbasedonsalesperformance, witha summary column for all 395 Restaurants.

Sales > S1.5M Sales 51J5M to $i.5M Sales SIM to S1.25M Sales S750K to $1M Sales < S750K All Restaurants

164 Restaurants 114 Restaurants 86 Restaurants 28 Restaurants 3 Restaurants 395 Restaurants

TOTAL SALES (3) 1,856,787 100.09* 1,374,648 100.0% 1,141,826 100.0* 896,677 100.0% 669,470 100.0% 1,485,041 100.0%

TOTAL MATERIALS (4) 564,961 30.4% 419,970 30.6% 349,638 30.6* 281,260 31.3% 206,325 30.8% 453,401 30.5%

TOTAL LABORS BENEFITS (5) 482,853 26.0% 395,910 28.8% 351,393 30.8* 307,958 34.3% 246,762 36.9% 414,948 27.9%

TOTAL OPERATING EXPENSES (6) 182,850 9.8* 160,730 11.7% 143,713 12.6% 133,748 14.9% 87,171 13.0% 163,738 11.0%

ADVERTISING (7) 110,632 6.0% 82,623 6.0% 68,712 6.0% 55,738 6.2% 39,911 6.0% 88,993 6.0%

RESTAURANT EBITDAR |B) 515,491 27.8% 315,415 22.9% 228,370 20.0* 119,973 13.3% 89,301 13.3% 363,961 24.5%

NOTES TO TABLE 1

(1) Franchisee Performance Neither we nor our predecessor received information from franchisees that would allow us to provide the financial performance information included in Table 1 for Franchised Restaurants. Please refer to the Notes following Table 2 for other franchisee information. (2) Restaurants Attaining or Surpassing Stated Total Sales or Restaurant EBITDAR Ofthe 395 Restaurants, 171 Restaurants or 43% attained or surpassed the average stated Total Sales. Of the 395 Restaurants, 172 Restaurants or 44% attained or surpassed the average stated Restaurant EBITDAR.

56 CJR-TR-FDD-0510/14 (3) To^S^s

Total sales include sales of ah food, beverages and promote and coupons, variations In tbe sales levels ofRestaurants may occur due to tbe foot^veblcula^ tbe Restaurants are located, tbe populations and Income of CarPs Jr.brandisintbearea,tberetail maturity mtbearea,tbeamoumofcompetitionmtbe area and numerous otber factors. Company-operated Restaurants typically bave tbe same menu as Prancbised Restaurantsandgenerallyarelocated in freestanding drive-tbru locations. Please refer tcftem 20 oftbis disclosure document for tbe states where company-operated Restaurants are located.

(4) Total materials

Total materials include all food, paper and distribution costs less supplier rebates.

(^ Total Labor^8enefits

TotalLabor^Benefitsincludewagespaidtoallbourly and management employees working in tbe Restaurant, as well as all restaurant manager bonuses, but do not include labor costs for employees above tbe restaurant level(e.g.,district managers). Your labor costs could vary depending on tbe prevailing wage rates in the area of the country in wbicbaRestaurant is located and the specific labor laws. Benefits include all employerandpayrollta^es, workers^ compensation,andexpensesforvacationandbealtbinsurance. A franchisees benefits cost will vary depending on tbe amount ofvacation time granted, the amount and type ofinsurance coverage provided to employees, the si^e of the francbisee^stotal employment base and specific local requirements.

(6) Total Cperating Expenses

Total Cperating Expenses include cash over and short, supplies, uniforms, repair and maintenance, utilities, telephone, security, armored car services, banking and AT^t fees, waste management, certain equipment rental charges, k^id^s meal toy costs, mileage reimbursement, certain pre-opening costs, property taxes, business insurance, license and permit fees and certain asset retirement charges.

(7) Advertising

Advertising costsinclude tbe cost ofdeveloping and executing various marketing programs for tbe Restaurants and all monies paid to tbe Production Pund and for regional advertising. This includes development and placement ofelectronic media, print and outdoor advertising. Advertising also includes the costof in-restaurant pointofpurchasematerialsand local restaurant marketing. Requiredadvertising expenses may vary by E^IA. Please refer to ftems^andllof this disclosure document foradescription of afrancbisee^sadvertising spending obligations.

^) Restaurant EBPPDAR

Restaurant EBfTDAR equals Restaurant Eevel Earnings Before Interest, Depreciation, Amortisation, and Rent. In addition to those items, this category does not include tbe following expenses associated with operating a Eranchised Restaurant royalty fees, common area maintenance charges, general and administrativeexpenses(above therestaurant level)and otber miscellaneous expensesafranchiseemay incur.

Aroyaltyof4% of Cross Saleshasnot been shown since company-operated Restaurants pay no royalties. Pleasereferto Item 6ofthisdisclosuredocument foradescriptionofafranchisee^sroyalty obligations.

^7 CJR^-FDD-^tO^ No amounts have been included for expenses a franchisee may incur for owners' salaries, interest and debt service, legal and accounting fees, income taxes, corporate overhead and similar expenses. A franchisee also may have other expenses, including expenses related to business, accounting and legal advisors. To the extent a franchisee incurs such other expenses, its overall expenses would be higher.

Table 2: Historic Average Unit Sales Volume (Company-Operated Carl's Jr. Restaurants and Company-Operated Dual Concept Restaurants)

The data presented in this table represent the average unit volume for all domestic Restaurants operated by us or our predecessor that had been open and operating during the designated fiscal year, including Restaurants that did not operate for the entire fiscal year. Average Unit Sales Volume and the listed number of Restaurants come directly from externally reported information as displayed in our indirect corporate parent's 10K filings.

Number of Percent Number of Restaurants Surpassing Average Unit Percent Increase Percent Increase Restaurants at Surpassing Average Fiscal Sales Volume Over Previous Over Fiscal Year Close of Fiscal Average Unit Unit Sales Year (SlOOO's) Fiscal Year 2001 Year Volume Volume 2001 1,078 - - 491 231 47% 2002 1,135 5.3% 5.3% 443 212 48% 2003 1,152 1.5% 6.9% 440 209 48% 2004 1,187 3.0% 10.1% 426 217 51% 2005 1,301 9.6% 20.7% 428 219 51% 2006 1,341 3.1% 24.4% 428 213 50% 2007 1,440 7.4% 33.6% 393 190 48% 2008 1,493 3.7% 38j% 406 181 45% 2009 1,528 2.3% 41.7% 416 183 44% 2010 1,438 (5.9%) 33.4% 422 190 45% 2011 1,375 (4.4%) 27.6% 423 188 44% 2012 1,411 2.6% 30.9% 423 181 43% 2013 1,468 4.0% 36.2% 427 174 41% 2014 1,464(1) (0.3%) 35.8% 437 186 43% NOTE TO TABLE 2

(1) The data represented in Table 2 represents data for Restaurants operated by us or our predecessor. For comparison purposes, the Average Unit Sales Volume for all domestic franchised Carl's Jr. and Dual Concept Restaurants opened for the entire Fiscal Year 2014 was $1,178,814.

Table 3: Historic Same Store Sales (Company-Operated Carl's Jr. Restaurants and Company-Operated Dual Concept Restaurants)

This table presents the increase in same-store sales for all domestic Restaurants operated by us or our predecessor. The fiscal year same-store sales increase is a cumulative period-by-period calculation that includes all domestic Restaurants operated by us or our predecessor that had sales for comparable periods during the prionfiscafyear. —

Fiscal Year Same store sales increase 2001 1.8% 2002 2.9%

58 CJR-TR-FDD-0510/14 Fiscal Year Same store sales increase 2003 0.7% 2004 2.9% 2005 7.7% 2006 2.2% 2007 4.9% 2008 0.9% 2009 2.1% 2010 (6.2%) 2011 (4.8%) 2012 1.9% 2013 3.6% 2014 (0.3%)

* * *

The information presented is unaudited and was prepared using uniform accounting methods consistent with generally accepted accounting principles and on a basis consistent with those included in our annual audited consolidated financial statements. All Restaurants operated by us or our predecessor used the same accounting methods and system.

The information contained in this Item 19 should not be considered to be the actual or probable sales and expenses that you will realize. Your results will likely differ from the results contained in this Item 19. Performance varies from restaurant to restaurant and the information above cannot be used to make estimates related to future performance of any particular restaurant. Your performance will be significantly impacted by your personal business, marketing and management skills, your financial investment capabilities, and your willingness to work hard and follow the Carl's Jr. System and GB Dual Concept System (if applicable). Many factors that may significantly impact financial performance are unique to each restaurant, including location, physical size and layout, market penetration, local market conditions and other factors. Neither our predecessor nor us represent that you will attain these financial results. If you are purchasing the assets of existing company-operated Restaurants, you should not rely on the information set forth above, but should instead review the actual performance of the Restaurants being purchased.

Written substantiation of the financial performance information will be made available to you upon reasonable request. However, we will disclose the identity, revenue or other items of income or expense of any particular Restaurant operated by us only in connection with the sale of that Restaurant.

You are responsible for developing your own business plan for your Restaurant, including capital budgets, financial statements, projections and other elements appropriate to your particular circumstances. We encourage you to consult with your own accounting, business and legal advisors and to make necessary allowances for changes in financial results to income, expenses or both. You should conduct an independent investigation of the costs and expenses you will incur in operating your Restaurant. Franchisees or former franchisees listed in the disclosure document may be one source of this information.

Other than the preceding financial performance representation, we do not make any financial performance representations. We also do not_authorize our employees or representatives to make any such representations either orally or in writing. If you are purchasing an existing outlet, however, we may provide you with the actual records of that outlet. If you receive any other financial performance information or projections of your future income, you should report it to the franchisor's management by contacting William R. Werner, Senior Vice President, Legal, 100 N. Broadway, Suite 1200, St. Louis, MO 63102, (314) 259-6200, the Federal Trade Commission, and the appropriate state regulatory agencies.

59 CJR-TR -FDD -0510/14 ITEM 20

OUTLETS AND FRANCHISEE INFORMATION

Table No. 1 Systemwide Carl's Jr. and Dual Concept Restaurant Summary For Fiscal Years 2012-2014(1) Restaurants at Restaurants at Restaurant Type Year Start of the Year End of the Year Net Change 2012 674 693 +19 Franchised 2013 693 697 +4 2014 697 700 +3 2012 423 423 0 Company- 2013 423 427 +4 Operated 2014 427 437 + 10 2012 1097 1116 +19 Total Outlets 2013 1116 1124 +8 2014 1124 1137 +13

NOTES

(1) The numbers for 2012 and 2013 are as of our predecessor's fiscal year end, and the numbers for 2014 are as of our fiscal year end. Our predecessor's and our fiscal year runs from the Tuesday subsequent to the last Monday in January through the last Monday in January of the next calendar year. The company-operated Restaurants referenced above were operated by our predecessor during fiscal years 2012 and 2013 and the period beginning on February 1, 2013 to March 31, 2013.

Systemwide Dual Concept Restaurant Summary For Fiscal Years 2012-2014

Restaurants at Restaurants at Restaurant Type Year Start ofthe Year End of the Year Net Change 2012 266 285 +19 Franchised 2013 285 310 +25 2014 310 315 +5 2012 250 258 +8 Company- 2013 258 272 +14 Operated 2014 272 296 +24 2012 516 543 +27 Total Outlets 2013 543 582 +39 2014 582 611 +29

60 CJR-TR-FDD-0510/14 NOTES

(2) The Restaurants included in this table are also included in the preceding table.

Table No. 2 Transfers of Carl's Jr. and Dual Concept Restaurants from Franchisees to New Owners (Other than to CJR, Its Predecessor or Their Affiliates) For Fiscal Years 2012 to 2014(1)

State Year Number of Transfers 2012 20 AZ 2013 7 2014 32 2012 2 CA 2013 10 2014 4 2012 0 OR 2013 7 2014 0 2012 1 TX 2013 3 2014 0 2012 23 TOTAL 2013 27 2014 36

NOTES

(1) The numbers for 2012 and 2013 are as of our predecessor's fiscal year end, and the numbers for 2014 are as of our fiscal year end. Our predecessor's and our fiscal year end runs from the Tuesday subsequent to the last Monday in January through the last Monday in January of the next calendar year. . —

61 CJR-TR-FDD-0510/14 Transfers of Dual Concept Restaurants from Franchisees to New Owners (Other than to CJR, Its Predecessor or Their Affiliates) For Fiscal Years 2012 to 2014<1)<2)

State Year Number of Transfers 2012 0 AZ 2013 1 2014 8 2012 0 CA 2013 0 2014 2 2012 0 TOTAL 2013 1 2014 10

NOTES

(2) The Restaurants included in this table are also included in the previous table.

Table No. 3 Status of Franchised Carl's Jr. and Dual Concept Restaurants For Fiscal Years 2012 to 2014(l)(2)(3)

Restaurants Reacquired Ceased at Start of Restaurants Non- by Operations - Restaurants at State Year the Year Opened Terminations Renewals Franchisor Other Reasons End of the Year 2012 8 0 0 0 0 0 8 AK 2013 8 0 0 0 0 0 8 2014 8 0 0 0 0 0 8 2012 67 3 0 0 0 0 70 AZ 2013 70 5 * 0 0 0 0 75 2014 75 8 0 0 0 0 83 2012 357 2 0 0 0 2 357 CA 2013 357 5 0 0 0 15 347 2014 347 3 0 0 0 8 342

62 CJR-TR-FDD-0510/14 Table No. 3 Status of Franchised Carl's Jr. and Dual Concept Restaurants For Fiscal Years 2012 to 2Ol^^

Restaurants Reacquired Ceased at Start of Restaurants Non- by Operations- Restaurants at State Year the Year Opened Terminations Renewals Franchisor Other Reasons End ofthe Year

2012 45 1 0 0 0 2 44 CO 2013 44 0 0 0 0 0 44 2014 44 0 0 0 0 0 44 2012 3 0 0 0 0 0 3 HI 2013 3 0 0 0 0 1 2 2014 2 0 0 0 0 0 2 2012 9 2 0 0 0 0 11 ID 2013 11 2 0 0 0 0 13 2014 13 1 0 0 0 0 14 2012 0 0 0 0 0 0 0 LA 2013 0 1 0 0 0 0 1 2014 1 1 0 0 0 0 2 2012 46 2 0 0 0 1 47 NV 2013 47 1 0 0 0 1 47 2014 47 0 0 0 0 ] 46 2012 16 0 0 0 0 0 16 NM 2013 16 0 0 0 0 2 14 2014 14 1 0 0 0 0 15 2012 37 1 0 0 0 0 38 OK 2013 38 1 0 0 0 3 36 2014 36 2 0 0 0 2 36 2012 43 2 0 0 0 1 44 OR 2013 44 3 0 0 0 0 47 2014 47 1 0 0 0 2 46 2012 30 11 0 0 0 0 41 TX 2013 41 5 0 0 0 0 46 2014 46 8 0 0 8 3 43 2012 7 0 0 0 0 0 7 UT 2013 7 1 0 0 0 0 8 2014 8 1 0 0 0 0 9

63 CJR-TR-FDD-0510/14 Table No. 3 Status of Franchised Carl's Jr. and Dual Concept Restaurants For Fiscal Years 2012 to 2014(,,(2) »

Restaurants Reacquired Ceased at Start of Restaurants Non- by Operations - Restaurants at State Year the Year Opened Terminations Renewals Franchisor Other Reasons End ofthe Year

2012 5 1 0 0 0 0 6

WA 2013 6 2 0 0 0 0 8

2014 8 1 0 0 0 0 9

2012 1 0 0 0 0 0 1

WY 2013 1 0 0 0 0 0 1

2014 1 0 0 0 0 0 1

2012 674 25 0 0 0 6 693

TOTAL 2013 693 26 0 0 0 22 697

2014 697 27 0 0 8 16 700

NOTES

(2) If multiple events occurred affecting a Carl's Jr. Restaurant, this table shows the event that occurred last in time.

During the last three fiscal years, neither we nor our predecessor signed any confidentiality clauses with current or former franchisees that would restrict them from speaking openly with you about their experiences with us or our predecessor.

Attached as Exhibit MPjs a list of the name, city and state, and current business telephone number (or if unknown, the last known home telephone number) of each Carl's Jr. and Dual Concept franchisee (18 franchisees) that had a franchised restaurant terminated, canceled, not renewed or otherwise voluntarily or involuntarily ceased to do business under a franchise agreement, including in connection with a transfer, during fiscal year 2014; or failed to communicate with our predecessor within 10 weeks of the application date of this disclosure document. If you buy this franchise, your contact information may be disclosed to other buyers when you leave the franchise system.

Attached as Exhibit NO is a list of the addresses and telephone numbers of all Carl's Jr. and Dual Concept franchised locations and the name of the franchisee for each franchised location as of January 31, 2014.

64 CJR-TR -FDD -0510/14 Status of Franchised Dual Concept Restaurants For Fiscal Years 2012 to 2014(1)(2)

Restaurants Reacquired at Start of Restaurants Non- by Ceased Operations- Restaurants at End State Year the Year Opened Terminations Renewals Franchisor Other Reasons ofthe Year(3)

2012 3 0 0 0 0 0 3

AK 2013 3 0 0 0 0 0 3

2014 3 0 0 0 0 0 2(4)

2012 23 0 0 0 0 0 24(5)

AZ 2013 24 0 0 0 0 0 24

2014 24 1 0 0 0 0 27(5)

2012 159 2 0 0 0 1 162 (6)

CA 2013 162 3 0 0 0 0 166 (6)

2014 166 1 0 0 0 0 167

2012 13 1 0 0 0 0 23(7)

CO 2013 23 0 0 0 0 0 23

2014 23 0 0 0 0 0 23

2012 1 0 0 0 0 0 1

HI 2013 1 0 0 0 0 0 1 2014 1 0 0 o • 0 0 1 2012 0 0 0 0 0 0 0

ID 2013 0 1 0 0 0 0 9(8)

2014 9 0 0 0 0 0 9

2012 3 0 0 0 0 0 4(9)

NM 2013 4 0 0 0 0 0 4

2014 4 1 0 0 0 0 5

2012 7 0 0 0 0 0 7

NV 2013 7 0 0 0 0 0 7

2014 7 0 0 0 0 0 7

2012 22 0 0 0 0 0 20(10)

OK 2013 20 0 0 0 0 0 20

2014 20 0 0 0 0 0 19(10)

2012 27 2 0 0 0 0 30(11)

OR 2013 30 3 0 0 0 0 38(11)

2014 38 1 0 0 0 0 39

65 CJR-TR- FDD -0510/14 Status of Franchised Dual Concept Restaurants For Fiscal Years 2012 to 2014(1)(2)

Restaurants Reacquired at Start of Restaurants Non- by Ceased Operations- Restaurants at End State Year the Year Opened Terminations Renewals Franchisor Other Reasons ofthe Year (3)

2012 3 0 0 0 0 0 6(12) TX 2013 6 0 0 0 0 0 7(12) 2014 7 1 0 0 0 0 8 2012 5 0 0 0 0 0 5 UT 2013 5 1 0 0 0 0 6 2014 6 0 0 0 0 0 6 2012 0 0 0 0 0 0 0 WA 2013 0 2 0 0 0 0 2 2014 2 0 0 0 0 0 2 2012 266 5 0 0 0 1 285 TOTAL 2013 285 10 0 0 0 0 310 (12) 2014 310 5 0 0 0 0 315

NOTES

(2) If multiple events occurred affecting a Dual Concept Restaurant, this table shows the event that occurred last in time.

(3) Dual Concept Restaurants are included in Exhibit NQ_and are indicated by "+."

(4) During fiscal year 2014, a franchise removed the dual brand from its restaurant in Alaska.

(5) During fiscal year 2012, a franchisee converted one Carl's Jr. Restaurant in Arizona to a Dual Concept Restaurant. During fiscal year 2014, a franchisee converted two Carl's Jr. Restaurants in Arizona to Dual Concept Restur-antsRestaurants.

(6) During fiscal year 2012, franchisees converted two Carl's Jr. Restaurants in California to Dual Concept Restaurants. During fiscal year 2013, franchisees converted two Carl's Jr. Restaurants in California to Dual Concept Restaurants and one franchisee removed the dual brand from its restaurant.

(7) During fiscal year 2012, franchisees-converted nine Carl's Jr. Restaurants in Colorado to Dual Concept Restaurants.

(8) During fiscal year 2013, franchisees converted eight Carl's Jr. Restaurants in Idaho to Dual Concept Restaurants.

66 CJR-TR-FDD-0510/14 (9) During fiscal year 2012, a franchisee converted one CarPs Jr. Restaurant in New Mexico to a Dual Concept Restaurant.

(10) During fiscal year 2012, franchisees converted two CarPs Jr. Restaurants in Oklahoma to Dual Concept Restaurants. During fiscal year 2014, a franchisee removed the dual brand from its restaurant in Oklahoma.

(11) During fiscal year 2012, a franchisee converted one CarPs Jr. Restaurant in Oregon to a Dual Concept Restaurant. During fiscal year 2013, franchisees converted five Carl's Jr. Restaurants in Oregon to Dual Concept Restaurants.

(12) During fiscal year 2012, franchisees converted three Carl's Jr. Restaurants in Texas to Dual Concept Restaurants. During fiscal year 2013, a franchisee converted one Carl's Jr. Restaurant in Texas to a Dual Concept Restaurant.

(13) The Restaurants included in this table are also included in the previous table.

Table No. 4 Status of Company-Operated CarPs Jr. and Dual Concept Restaurants For Fiscal Years 2012 to 2014(,)(2)

Restaurants Restaurants Reacquired Restaurants Restaurants at Start of Restaurants from Restaurants Sold to at End of the State Year the Year Opened Franchisees Closed Franchisees Year

2012 361 1 0 2 0 360 CA 2013 360 3 0 3 0 360 2014 360 2 0 1 0 361 2012 1 0 0 0 0 1 ID 2013 1 0 0 0 0 1 2014 1 0 0 0 0 1 2012 7 0 0 1 0 6 OR 2013 6 0 0 0 0 6 2014 6 0 0 0 0 6 2012 10 2 0 0 0 12 TX 2013 12 4 0 0 0 16 2014 16 2 8 1 0 25 2012 30 0 0 0 0 30 UT 2013 30 0 0 . 0 0 30 2014 30 o 0 0 0 30

67 CJR-TR-FDD-0510/14 Table No. 4 Status of Company-Operated Carl's Jr. and Dual Concept Restaurants For Fiscal Years 2012 to 2014<1)(2)

Restaurants Restaurants Reacquired Restaurants Restaurants at Start of Restaurants from Restaurants Sold to at End ofthe State Year the Year Opened Franchisees Closed Franchisees Year

2012 14 0 0 0 0 14 WA 2013 14 0 0 0 0 14 2014 14 0 0 0 0 14 2012 423 3 0 3 0 423 TOTAL 2013 423 7 0 3 0 427 2014 427 4 8 2 0 437

NOTES

(2) If multiple events occurred affecting a Carl's Jr. Restaurant, this table shows the event that occurred last in time.

Status of Company-Operated Dual Concept Restaurants For Fiscal Years 2012 to 2014(1)(2)

Restaurants Restaurants Reacquired Restaurants Restaurants at Start of Restaurants From Restaurants Sold to at End ofthe State Year the Year Opened Franchisees Closed Franchisees Year

2012 208 0 0 0 0 212(3) CA 2013 212 3 0 1 0 225 (3) 2014 225 2 0 0 0 247(3) 2012 1 0 0 0 0 1 ID 2013 1 0 0 0 0 1 2014 1 0 0 0 0 1 2012 5 0 0 0 0 5 OR 2013 5 0 0 0 0 6(4) 2014 6 0 0 0 0 6

68 CJR-TR-FDD-0510/14 Status of Company-Operated Dual Concept Restaurants For Fiscal Years 2012 to 2014<1)(2)

Restaurants Restaurants Reacquired Restaurants Restaurants at Start of Restaurants From Restaurants Sold to at End ofthe State Year the Year Opened Franchisees Closed Franchisees Year

2012 5 0 0 0 0 8(5) TX 2013 8 0 0 0 0 8 2014 8 0 0 0 0 8 2012 19 0 0 0 0 20 (6) UT 2013 20 0 0 0 0 20 2014 20 0 0 0 0 20 2012 11 0 0 0 0 12(7) WA 2013 12 0 0 0 0 12 2014 12 0 0 0 0 12 2012 250 0 0 0 0 258 TOTAL 2013 258 3 0 1 0 272 (8) 2014 272 2 0 0 0 296

NOTES

(2) If multiple events occurred affecting a Dual Concept Restaurant, this table shows the event that occurred last in time.

(3) During fiscal year 2012, three company-operated Carl's Jr. Restaurants in California were converted to Dual Concept Restaurants. During fiscal year 2013, ten company-owned Carl's Jr. Restaurants in California were converted to Dual Concept Restaurants. During fiscal year 2014, 20 company- operated Carl's Jr. Restaurants in California were converted to Dual Concept Restaurants.

(4) During fiscal year 2013, one company-owned operated Carl's Jr. Restaurant in Oregon was converted to a Dual Concept Restaurant.

(5) During fiscal year 2012, three company-operated Carl's Jr. Restaurants in Texas were converted to Dual Concept Restaurants.

(6) During fiscal year 2012, one company-operated Carl's Jr. Restaurant in Utah was converted to a Dual Concept Restaurants.

69 CJR-TR-FDD-0510/14 (7) In fiscal year 2012, one company-operated Carl's Jr. Restaurant in Washington was converted to a Dual Concept Restaurant.

(8) The Restaurants included in this table are also included in the previous table.

Table No. 5 Projected Openings of New CarPs Jr. Restaurants As of January 31,2014

Franchise Projected New Agreements Signed Franchised Projected New Company- But Restaurant Restaurants In Operated Restaurants In State Not Opened Next Fiscal Year Next Fiscal Year Arizona 3 3 0 California 0 2 3 Colorado 1 0 0 Idaho 3 2 0 Nevada 0 1 0 Oregon 1 0 0 Texas 2 8 2 Utah 1 0 0 Washington 1 0 0 Total 12 16 5

Projected Openings of New Dual Concept Restaurants As of January 31, 2014

Projected New Dual Concept Agreements Company-Operated Signed But Restaurants Not Projected New Franchised Restaurants In Next Fiscal State Opened Restaurants In Next Fiscal Year Year Arizona 1 0 0 California 0 0 3 Idaho 2 2 0 Nevada 0 1 0 Texas 0 1 0 Totals (1) 3 4 3

NOTES

(1) This number includes conversionsj)fCarPs Jr. Restaurants to Dual Concept Restaurants.

70 CJR-TR-FDD-0510/14 The Star Franchise Association ("SFA") is an independent organization comprised of over 65 Carl's Jr. and Dual Concept franchisees representing over 700 Carl's Jr. and Dual Concept Restaurants in the Western United States. You may contact SFA's coordinator, Tara Lindstrom, via telephone ((866) 655- 4900), email ([email protected]) or facsimile ((925) 373-0517). SFA's website is www.starfran.com.

ITEM 21 FINANCIAL STATEMENTS

Attached to this disclosure document as Exhibit OR are: (1) the audited balance sheet for CJR as of March 21, 2013?; (2) the balance sheet for CJR as of January 31, 2014, th^income statement for CJR for the period from formation to December 23, 2013 and the income statement for CJR for the period from December 24, 2013 to January 31, 2014 (all are attached as part of the Supplemental Schedule to the audited combined consolidated financial statements for the CKE Securitization Entities) for the period from formation to January 27, 2014); and (3) the unaudited balance sheets for CJR as of August 11, 2014 and as of January 31. 2014 and statements of operations for CJR for the twelve weeks ended August 1 L 2014, the twenty-eight weeks ended August IE 2014, the twelve weeks ended August 12, 2013 and the period from formation to August 12, 2013 (all are attached as part of the Supplemental Schedule to the unaudited condensed combined consolidated financial statements for the CKE Securitization Entities for the twenty- eight weeks ended August 11, 2014). As stated in Item 1, we were formed on January 30, 2013. Consequently, we do not have audited financial statements for any prior period.

Also attached as Exhibit OR are the audited consolidated financial statements for CJR's indirect corporate parent, CKE Restaurants Holdings, Inc. ("CKR") (formerly known as CKE Restaurants, Inc.), as of January 31, 2014 and 2013 and for each of the years in the three-year period ended January 31. 2014, as well as the unaudited condensed consolidated financial statements for CKR for the twenty-eight weeks ended August 11, 2014. As noted in Item 1, CKR will be providing required support and services to franchisees under a Management Agreement. CKR's financial statements are being provided for disclosure purposes only. CKR is not a party to any Development Agreement or Franchise Agreement that we sign with franchisees, nor does CKR guarantee our obligations under any Development Agreement or Franchise Agreement that we sign with franchisees.

ITEM 22 CONTRACTS

The following agreements related to a Franchised Restaurant are attached as exhibits to this disclosure document:

Exhibit C Development Agreement

Exhibit D Commitment Agreement

Exhibit E Green Burrito Addendum to the Commitment Agreement

Exhibit F Franchise Agreement

Exhibit G Green Burrito Addendum to the Franchise Agreement

Exhibit H Confidentiality Agreement

Exhibit I Asset Purchase Agreement

Exhibit J Sublease

Exhibit HK Green Burrito Conversion Addendum to the Franchise Agreement

71 CJR-TR - FDD - 0510/14 Exhibit IE Co-Brand Location Addendum Exhibit JM Preliminary Agreement Exhibit KN Software Agreements ITEM 23 RECEIPTS

The last two pages of this disclosure document are detachable receipt pages. Please sign and date each of them as of the date you received this disclosure document and return one copy to us.

72 CJR-TR - FDD - 0510/14