F-16

STATE OF MINNESOTA

DEPARTMENT OF COMMERCE

REGISTRATION DIVISION

(651) 296-6328

IN THE MATTER OF THE REGISTRATION OF:

BURGER KING RESTAURANT FRANCHISE AGREEMENT

By BURGER;KING CORPORATION

ORDER AMENDING

REGISTRATION

WHEREAS, an a p p l i c a t i o n to amend the r e g i s t r a t i o n and

amendment fee have been f i l e d ,

IT IS HEREBY ORDERED that the r e g i s t r a t i o n dated

May 21, 1975, i s amended as of the date set f o r t h below.

yffintri MIKE ROTHMAN

Commissioner

Department of Commerce

85 7th Place East, Sui t e 500

St Paul, MN 55101

Date: November 1, 2 012

St£ie of Minnncat^

UNIFORM FRANCHISE REGISTRATION APPLICATION *™ °"^™r<x

OCT 31 2012 ***/(Jfr File No.

file number of immediately preceding filing of Applicant)

State: Minnesota Fee: $100

APPLICATION FOR (Check only one):.

INITIAL REGISTRATION OF AN OFFER AND SALE OF FRANCHISES

RENEWAL APPLICATION OR ANNUAL REPORT

PRE-EFFECTIVE AMENDMENT

X POST-EFFECTIVE MATERIAL AMENDMENT .

1. Full legal name of Franchisor:

Burger King Corporation

2. Name of the franchise offering:

Burger King Corporation

3. Franchisor's principal business address:

5505 Blue Lagoon Drive Miami, FL 33126 or P.O. Box 020783 General Mail Facility Miami, FL 33102-0783

4. Name and address of franchisor's agent in this State authorized to receive service of process:

Commissioner of Securities Commissioner of Commerce . 85 7th Place East, Suite 500 — St. Paul, MN 55101-2198 fir**n

5--zy-75-

MN

5. The states in which this application is or will be shortly on file:

Minnesota and Wisconsin

The proposed registration is exempt from registration in California, Illinois, Maryland, North Dakota, Rhode Island, Virginia, Washington, Indiana and New York.

6. Name, address, telephone and facsimile numbers, and e-mail address of person to whom communications regarding this application should be directed:

Joseph J. Fittante, Jr., Esq. Larkin Hoffman Daly & Lindgren Ltd. 1500 Wells Fargo Plaza 7900 Xerxes Avenue South Minneapolis, MN 55431 Ph: (952) 896-3256 Fax: (952) 896-1511 jfittante@larkinhoffman.com

MN

Larkin Ho/Tman

• A / A T T O K N I V f

Larkm Hoffman Daly & Lindgren Ltd.

1500 Wells Fargo Plaza 7900 Xerxes Avenue South Minneapolis, Minnesota 55431-1194

OENtB AL: 952-835-3800 FAX: 952-896-3333 WEL www.larkinhoffman.com

VIA FEDERAL EXPRESS

October 30,2012

Mr. Daniel E. Sexton Commerce Analyst II Registration Division Minnesota Department of Commerce 85 7th Place East, Suite 500 St. Paul, Minnesota 55101-2198

Re: Burger King Corporation Post-Effective Amendment; File No.: F-16

Dear Mr. Sexton:

Enclosed please find the following items in connection with Burger King Corporation's application for post-effective amendment to its franchise registration:

1. $ 100 check in payment of the filing fee; 2. Uniform Franchise Registration Application; 3. Certification; and

4. One blacklined copy of the changed portions of the Disclosure Document.

If you have any questions regarding the enclosed items, please contact me.

Sincerely yours,

c ^ r - ^ ilose^rf^Pktante, Jr., for

SrrHoflman Daly & Lindgren Ltd.

Direct Dial: 952-896-3256 Email: jfittante@larkinhoffman.com

Enclosures 1426162.1

CERTIFICATION

I certify and swear under penalty of law that I have read and know the contents of this application, including the Franchise Disclosure Document with an issuance date of April 26, 2012, as amended October 31 , 2012, attached as an exhibit, and that all material facts stated in all those documents are accurate and those documents do not contain any material omissions. I further certify that I am duly authorized to make this certification on behalf of the Franchisor and that I do so upon my personal knowledge.

Signed at Miami,;Florida, October 29 2012.

BURGER KING CORPORATION

By: Name:^aio6i6 Moral Title: Vice President

STATE OF FLORIDA ) )ss.

COUNTY OF MIAMI-DADE)

Personally appeared before me this day of O c A 2012, the above-named Antonio Moralejo to me known to be the person who executed the foregoing application as Vice President of the above-named applicant and being first duly sworn, stated upon oath that said application, and all exhibits submitted herewith, are true and correct.

( ^ ^ Y v - > « ^

Notary Public | 0 P / U ^ L .

14263 IS. I

^ INES MORALES

/ A r r ^ a V j y f t w Commission # DO 894824

Pn^TtuouahKaUoMlHoUnfAwn.

MN

BLACKLINED FRANCHISE DISCLOSURE DOCUMENT

Burger King Corporation 5505 Blue Lagoon Drive Miami, Florida 33126

or P.O. Box 020783 General Mail Facility Miami, Florida 33102-0783 (305) 378-3000 www.bk.com franchisingsystemfgtwhopper.cQm

The Franchisee will operate a quick-service hamburger restaurant in a freestanding facility or another type of facility under Burger King Corporation's ("BKC") distinctive format and operating system, including the BURGER KING® marks.

The total investment necessary to begin operation of a Burger King Restaurant, depending on the facility type and including costs of acquiring and improving real estate, ranges from approximately $314,500 to $2,652,000. This includes a $50,000 initial franchise fee that must be paid to BKC. The franchise fee may be less when the term is less than 20 years.

The 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 form that is more convenient to you. To discuss the availability of disclosures in different formats, please contact BKC Franchise Administration, 5505 Blue Lagoon Drive, Miami, Florida 33126, Telephone: 305-378-3000.

The terms of your contract will govern your franchise relationship. Do not rely on the Disclosure Document alone to understand your contract. Read all of your contracts carefully. Show your contracts 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 at 1-877-FTC-HELP or by writing to the FTC at 600 Pennsylvania Avenue, NW, Washington, D C. 20580. You can also visit the FTC's home page at www.ftc.gov for additional information. Call your state agency or visit your public library for other sources of information on franchising.

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

| Issuance Date: April 26, 2012, as amended JH4v-3?^>ctnher 31. 2012 (For state specific effective dates see page entitled "State Specific Effective Dates")

Introduction | 04/2012 (Amended 0710/2012)

STATE COVER PAGE

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

Call the state franchise administrator listed in Exhibit 1-1 for information about the franchisor, or about franchising in your state.

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

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

1 THE FRANCHISE AGREEMENT PERMITS THE FRANCHISEE TO SUE ONLY IN THE U.S. DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA. OUT OF STATE LITIGATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST YOU MORE TO SUE BKC IN FLORIDA THAN IN YOUR HOME STATE.

2 ' THE FRANCHISE AGREEMENT STATES THAT FLORIDA LAW GOVERNS THE AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS LOCAL LAW. YOU M A Y WANT TO COMPARE THESE LAWS.

3 THE FRANCHISE AGREEMENT STATES THAT YOU MUST SUBMIT DEVELOPMENT DISPUTES TO NON-BINDING MEDIATION BEFORE YOU SUE BKC. THIS MAY DELAY YOUR ABILITY TO HAVE A COURT DECIDE YOUR CASE.

4. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

EFFECTIVE DATE: For state specific effective dates see page entitled "State Specific Effective Dates"

Introduction 04/2012 (Amended 0710/2012)

STATE SPECIFIC EFFECTIVE DATES

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

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

STATE EFFECTIVE DATE

California April 26, 2012, as amended J«U^?«Octoher 31 2012

Illinois April 26, 2012, as amended J»l*-2kOctoher 31 2012

Indiana April 26, 2012, as amended Autv-ZLOctaber $\ 2012

Maryland May 8, 2012, as amended J«lv4M>ctoher31. 2012

Michigan April 26, 2012, as amended JwU^^Octoher ^ l 2012

Minnesota May 3, 2012, as amended July 30*. .2012

New York April 26, 2012, as amended .Mv^OctnherSI . 2012

North Dakota May 2, 2012, as amended Jwh^Odnhe r 31, 2012

Rhode Island May 15, 2012, as amended ,hfU^7EOctnher31.2012

South Dakota April 27, 2012, as amended .hrfv^Octnher 31 2012

Virginia April 29, 2012, as amended July 27, ..2012

Washington April 29, 2012, as amended J»4v4?xOctnher 31. 2012

Wisconsin Apri l 77 7.MT as amenHed faU^Octoher 31. .

2012

Introduction 04/2012 (Amended 0710/2012)

TABLE OF CONTENTS

ITEM PACE

1. The Franchisor and any Parents, Predecessors, and Affiliates 1

2. Business Experience 7

3. Litigation. _ _ 9

4. Bankruptcy 17

5. Initial Fees 18

6. Other Fees 25

7. Estimated Initial Investment 31

8. Restrictions on Sources of Product and Services 40

9. Franchisee's Obligations 42

10. Financing .44

11. Franchisor's Assistance, Advertising, Computer Systems, and Training 46

12. Territory 55

13. Trademarks 57

14. Patents, Copyrights and Proprietary Information 59

15. Obligation to Participate in the Actual Operation of the Franchise Business .r 60

16. ; Restrictions on What the Franchisee May Sell 62

17; Renewal, Termination, Transfer and Dispute Resolution 63

18. Public Figures 73

19. Financial Performance Representations 74

20. Outlets and Franchisee Information. 82

21. Financial Statements (See also Schedule 1) 95

22. Contracts 96

23. Receipts (In Duplicate) Last Pages - After Exhibits and Schedules

Introduction | 04/2012 (Amended 0710/2012)

Other Contents

SCHEDULES

1. Financial Statements 2. U.S. BKC Franchisees as of Fiscal Year Ended December 31, 2011 3. List of BKC-owned Burger King® Restaurants as of Fiscal Year Ended December

31,2011 4. U.S. Franchisees Who Ceased Operation of Restaurant Locations During Fiscal

Year Ended December 31,2011 5. State Addenda to Disclosure Document 6. State Addenda to Franchise Documents

EXHIBITS

A. Personal Profile Franchise Application (Individual/Owner-Operator and Entity) A - L Personal Financial Statement A-2. New Development Application and General Release (Individual/Owner-Operator

Ownership) A-3. New Development Application and General Release (Entity Ownership) A-4. Franchise Application and General Release Individual/Owner-Operator A-5. Franchise Application and General Release Entity A-6. Site Application A-7. New Development Application and General Release (Corporate) A-8. Franchise Application and General Release Corporate

B - l . Target Reservation Agreement B-2. Multiple Target Reservation Agreement

C. Franchise Agreement (Individual/Owner-Operator)

D. Franchise Agreement (Entity) D - l . Replacement Franchise Addendum .. D-2. Owner's Guaranty D-3. Non-Traditional WHOPPER® Bar Facility Addendum D-4. Non-Traditional WHOPPER® Bar Facility Addendum (Corporate)

E. Non-Traditional Facility Addendum (Individual/Owner-Operator) E - l . Non-Traditional Facility Addendum (Entity)

F. Franchise Agreement (Corporate) F - l . Non-Traditional Facility Addendum (Corporate)

G. Lease/Sublease Agreement G - l . BKG Addendum to BKL Lease/Sublease G-2. Deposit Agreement

H. Asset Purchase Agreement

Introduction 04/2012 (Amended 0710/2012) v

I. Registered Agents I I . Regulatory Authorities

J. DMA Program Agreement (Investment Spending)

K. Website User Agreement

L. Employee Franchise Ownership Program Enrollment Agreement L - l . Acknowledgment and Release L-2. Addendum to Lease/Sublease Agreement L-3. Addendum to Franchise Agreement

M . Franchise Agreement Addendum (DIP/Owner-Operator) M l . Franchise Agreement Addendum (DIP/Corporate) M-2. Franchise Agreement Addendum (DIP/Entity)

N . Rabobank Financing Documents (Construction Loan [and Security] Agreement) N - l . Rabobank Financing Documents (Construction Loan Promissory Note) N-2. Rabobank Financing Documents (Construction Loan Guaranty of Payment and

Performance)

O. TTP Program Agreement QzL TTP Prneram Agreement - Late Fntrv fOwner-Oneratoh 0=2* TTP Program Agreement - Late Entry (Corporate) 0-3. ITP Successor Franchise Addendum (Complete 20/20 Remodels) O - M . ITP Successor Franchise Addendum (Phased 20/20 Remodels) £2=5* Successor Franchise Addendum (BKL-IP1

P. Mall Incentive Program Addendum (Owner/OneratorY EzL Mall Incentive Program Addendum fEntitv) £=2* Mall Incentive Program Addendum fCorporate)

Q. Potential Franchise Sellers

Introduction 04/2012 (Amended 07lfl/2012)

ItemS

INITIAL FEES

The franchise fee for a 20-year Franchise Agreement term (including successor Franchise Agreements) is currently $50,000. You must pay the franchise fee before the Restaurant opens for business. The franchise fee is fully earned when BKC signs the Franchise Agreement and is not refundable.

A .20-year Franchise Agreement term is standard for traditional freestanding facilities. The term of the Franchise Agreement may be shorter for nontraditional Restaurants, as described in Items 1 and 7 of this Disclosure Document, or where property control is for a shorter period. The franchise fee is prorated for terms of different duration, subject to a minimum which is currently $ 15,000.

FM2 - FM3 Development Incentive Program (the "DIP"). BKC is offering a special incentive to existing qualified Franchisees who build new traditional Restaurants) in the 20/20 Image so long as they are opened between January 1, 2012 and December 31, 2013 (the "DIP Term"). If you qualify and you open a new traditional Restaurant during the DIP Term, the standard franchise fee will be discounted and you will qualify for a reduced royalty rate as set forth below.

New Openings Franchise Fee Yr. 1 Royalty

Yr .2 Royalty

Yr .3 Royalty

Yr .4 Royalty

1st $25,000.00' 1.0% 1.0% 3.0% 4.5% 2nd $12,500.00' 1.0% 1.0% 2.0% 4.5% 3"* and Subsequent Restaurant

$10 1.0% 1.0% 1.0% 4.5%

'Payable in two equal installments; the first payment due at opening, the second payment due on the first anniversary of the opening.

If there are 5 or more traditional Restaurants in your designated marketing area ("DMA") and your new Restaurant developed during the DIP Term does not experience first year annual gross sales that are at least 15% higher than the average gross sales for all other BKC traditional Restaurants in your DMA for the same 12 month period, BKC will extend the royalty reduction to 1% for the year in which the royalty would have escalated. See the examples below.

Example 1: Three openings in 2012 and 2013: Opening

1st in 2012 2nd in 2013 3rd in 2013

Franchise Fee $ 25,000 $ 12,500 $10

Royalty Year l 1% 1% 1%

Royalty Year 2 1% 2% 1%

Royalty Year 3 3% 4.5% 4.5%

Royalty Year 4+ 4.5% 4.5% 4.5%

Example 2: Three openings in 2012 and 2013, 1st opening does not exceed 15% average DMA sales: Opening

1st in 2012 2nd in 2013 3rd in 2013

Franchise Fee $ 25,000 $ 12,500 $ 10

Royalty Year l 1% 1% 1%

Royalty Year 2 1% 2% 1%

Royalty Year3 1% 4.5% 4.5%

Royalty Year 4+ 4.5% 4.5% 4.5%

Items 04/2012 (Amended 0714/2012) Page 18

Image Transformation Program (the "ITP ProgranTV BKC effefedis offering a special incentive to qualified franchisees who had Franchise Agreements expiring between January I, 2011 and December 30, 2030 (the "ITP Term") to remodel their existing Restaurants in the 20/20 Image. If you wefeacc accepted into the ITP Program, yt" hmrn ripnnH nnr ITP Prnpmm Aprnpmnnt. must SIPII nur ImflPe TrfliKformfltinn Program ("ITP"! Prnaram Agreement ("ITP Prnyram Aor^ment^. The forms of this agreement IncludinP a Late Entry ITP PrnfFrflm AgreemenL are attnrhftd at F.Thihit O. O-l and 0-2. References below to the ITP Program Agreement also include the rate F.ntrv ITP Program Agreement unless sneciflcallv indicated Otherwise. YtHI will akn sign a Successor Franchise Agreement and an amendment to that Agreement The amendment IS riescriheri helnw and is attached at Exhibit 0-3 and Q-4.

Under the ITP Program Agreement you will commit to a "Complete Remodel" (an Interior/Exterior Remodel to be completed by December 31, 2012 and an Interior/Exterior Refresh by December 31, 2024) or a "Phased Remodel" (Exterior Remodel/Interior Refresh by December 31, 2012, Interior Remodel by December 31, 2016 and an Interior/Exterior Refresh by December 31, 2024). You must pay an application fee to BKC to reserve a place in tho ITP Prnprnm. If vnnllnder the Late Entry ITP Prngram Agreement vnn will commit to a "late Entry Remnrier fan Interior Remodel tn he cnmnleted hv nn later than December 31. 2012 and an Exterior Remodel hv no later than March 31. 20131. Under the ITP Program Agreement von must complete the Interior/Exterior Remodel by December 31, 2012 under the Complete Remodel, or complete the Exterior Remodel/Interior Refresh by December 31, 2012 under the Phased Remodel, nnri in mfhnr MISB nrenr if vmi are operating under the Late Entry IP Program Agreement, the Interinr Remodel hv December 31. 2012 and the Ertertor Remodel hv March 31. 2013. In all of these cases vou must also be in compliance with your Franchise Agreement, you will receive a new Successor Franchise Agreement, but subject to an amendment Copies of thn AmnnHmnntmrnnt F.ithihit O nnd F.vhihif O 1. Thp Amendment and all other agreements with us.

Once vou nrnvirie us with notice that vou have satisfied these ohligations. vnur Successor Franchise Agreement including the amendment will become effective. The amendment includes:

(a) a 50% reduction in the franchise fee for any additional years of franchise agreement term purchased ("Franchise Fee Reduction"^. Under the ITP Program Agreement vou will oav the reduced franchise fee in three eoual nnn-refundahle installments, as follows: one-third at the time vou signed the Program Agreement; the second installment nflvment nn later than December 31. 2012: and the third installment navment no later than Deremher 31. 2013. f l f vnur Successor Franchise Agreement had a deferred remodel due date after Sentemher I. 2010 50% of vnur franchise fee mav he reimbursed through future royalty reductions):

(b) a 1% royalty rate reduction from the rate on your pre-existing Franchise Agreement ("Royalty Rate Reduction") as described in the chart below (capped at a yearly value of $11,000 and a total cap, inclusive of the Franchise Fee Reduction of $120,000); and

(c) if you do a Complete Remodel under the ITP Program Agreement or an ITP Late Entry Remodel under the Late Entry ITP Program Agreement a .5% advertising fund rate reduction for up to 4 years (capped at $7,500 per year, and $30,000 in total). The value of the Royalty Rate Reduction and the Franchise Fee Reduction, together will be capped at $120,000. The total maximum value of ITP will depend on the expiration date of your existing Franchise Agreement and is detailed in the chart below. The time period that the Royalty Rate Reduction lasts will vary depending on the time left on your existing Franchise Agreement and the additional term you purchase* Under the Amendment you must perform n very specific scope of remodel work at the mid term point of your Successor Franchise Agreement and make all payments to BKC under the Successor Franchise Agreement using BKC's "BK® c-Pny" electronic payment system,

Under the ITP Program Agreement* you will pay the reduced franchise fee in three equal installments, as follows* one third at the time you signed the Program Agreement (but no later than December 31, 2011); one third on the first anniversary of that initial installment payment (but no later than December 31, 2012); and one third on the second anniversary of that initial installment payment (but no later than December 31,

wm*

ItemS 04/2012 (Amended 0714/2012) Page 19

You will also be eligible to receive Open for Business Grand Opening Funds of up to $2,000 for each Restaurant that you remodel in the 20/20 image under the ITP Program between May 4, 2011 and December 31, 2012. We will make prepayments up to the $2,000 maximum for eligible advertising and promotion expenses incurred in carrying out a marketing program for the 20/20 remodeled Restaurant. If your Restaurant has average sales of $000,000 or less over the trailing twelve months from the date of your ITP Program Agreement, you may, if you meet certain conditions, be eligible to close your Restaurant without penalty at the end of five years.

The time period that the Royalty Rate Reduction lasts will vary depending on the time left OP VOur existing Franchise Agreement and the additional term vou purchase. Ttlfi tOttl maximum YftlUC Of ITF Will dfiMPfl nn the eTniratinn date of vnur eicistinp Franchise Agreement and is detailed in the chart below, which assumes vnn extend until Deremher 31. 2(131. If vnu extend for a shnrter nerind of time, the benefits will be less.

ItemS 04/2012 (Amended 07#2012) Page 20

Incentive Value in U.S. Dollars

Franchise Agreement Expiration

Additional Term

Franchise Fee Pro-rata (a)

Discount (b)

Payment (a)-(b)

1% Royalty Reduction Total

Discount

2011 20 50,000 25,000 25,000 11,000 36,000

2012 19 47,500 23,750 23,750 22,000 45,750

2013 18 45,000 22,500 22,500 33,000 55,500

2014 17 42,500 21,250 21,250 44,000 65,250

2015 16 40,000 20,000 20,000 55,000 75,000

2016 15 37,500 18,750 18,750 66,000 84,750

2017 14 35,000 17,500 17,500 77,000 94,500

2018 13 32,500 16,250 16,250 88,000 104,250

2019 12 30,000 15,000 15,000 99,000 . 114,000

2020 11 27,500 13,750 13,750 106,250 120,000

2021 10 25,000 12,500 12,500 107,500 120,000

2022 9 22,500 11,250 11,250 99,000 110,250

2023 8 20,000 10,000 10,000 88,000 98,000

2024 7 17,500 8,750 8,750 77,000 85,750

2025 6 15,000 7,500 7,500 66,000 73,500

2026 5 12,500 6,250 6,250 55,000 61,250

2027 •4 10,000 5,000 5,000 44,000 49,000

2028 3 7,500 3,750 3,750 33,000 36,750

2029 2 5,000 2,500 2,500 22,000 24,500

2030 1 2,500 1,250 1,250 11,000 12,250

• If your existing Franchise Agreement expires in 2011 or you are amending an existing franchise agreement that has already been renewed but has post-renewal remodel obligations you will receive a 1% Royalty Rate Reduction for one year, regardless of the term remaining. The $11,000 annual cap will apply.

• If your existing Franchise Agreement expires between 2012 and 2021 you will receive a 1% Royalty Rate Reduction for one year. Separately, you will also receive a 1% Royalty Rate Reduction for any term remaining on your existing Franchise Agreement as described in the chart above. The $11,000 annual cap will apply.

• If your existing Franchise Agreement expires between 2022 and 2030 you will receive a 1% Royalty Rate Reduction for any additional term purchased (up to 20 year term in total). The $11,000 annual cap will apply.

If we determine that vnn have not satisfied vnur ohlipations under the ITP Program APreement we will rive vnn 30 davs tn remedy these issues. If vnu fail tn remedy these Issues in this time neriod all benefits nrovided tn vnu under the amendment tn the Sureessnr Franchise Agreement wil l immediately terminate. YOU must immediately nav us all amounts we have naid tn vou under the amendment nlus the amounts vnu saved bv virtue nf the Franchise Fee Redurtinn. the Rnvaltv Rate Reduction and the reduction to the advertising fund rnntrihutinn. and the term nf vnur Successnr Franchise Agreement wil l he automatically modified to CXDire nn the date vnur nrieinal Franchise Agreement fnr the Restaurant under consideration WHS set to exnirfc If the term would have already exnired then the Successnr Franchise Agreement will immediately terminate but

vnu will still he liable fnr the amnunts discussed ahnve. If we have already inspected vour Restaurant and determined vnu have satisfied vnur nhliaatinns under the ITP Program, this paragraph will not aDPlV to YOU.

ItemS 04/2012 (Amended Wlfl/2012) Page 21

ITnrier the amendment vnu must nerform a very snecific scnne of remodel work at the mid-term nnint of vour Sureessnr Franchise Agreement and make all payments tn B K C under the Successor Franchise Agreement using B K C ' s »BK(S) e-Pav" electrnnic navment system. If vnur Restaurant has average sales of 3900.000 or less over the trailing twelve months from the date nf vnur TTP Program Agreement vou mav. if vou meet certain cnnditinns. he eligible tn clnse vnur Restaurant without nenaltv at the end of five years.

B K Incentive and B K I , Sfrane and Rebuild Capital Cnntrihution Programs. We also continue to offer the B K I Incentive Program and the B K L Scrane and Rebuild Canital Contribution Program to incentivize qualified franchisees to remodel their Restaurants In the 20/20 Image. The terms of the program at the time vnu enter into it will annlv to vnu. Although vou cannot enter into the ITP Prngram if vnu are a narticinant in one nf these nrnaram*. the benefits and vour nhliPfltions under these programs are Primarily the same as the ITP Program, excent there is no advertising fund rate reduction. We also provide a capital contribution to incentivize participants in the programs to undate their Restaurants. Your eligibility and the amount of the canital cnntrihution depend nn the specific circumstances of vour situation. Whether vou are already in one of these nrngrams or vnu enter into one of these programs, vou must sign a new Successor Franchise Agreement, as amended for the Restaurant The form of amendment is attached at Exhibit O-S.

F'12 - F'13 Mall Incentive Program fthe "MIP"). BKC is offering, a special incentive to. existing qualified Franchisees who build 20/20 Image restaurants within shopping malls in 2012 and 2013, so long as they are opened between January 1, 2012 and December 31, 2013 (the "MIP Term"). If you qualify and you open a new Mall Restaurant during the MIP Term, the standard franchise fee will be discounted and you will qualify for the reduced royalty rate below.

New Opening^ Franchise Fee1 Royalty/Year 2

New Opening^ Franchise Fee1

Year l Year 2 Year 3 Year 4+

s 1st $10 1% 1% 3% 4.5%

s 2nd . $10 1% 1% 2% 4.5%

• s tN 3rd & subsequent $10 1% 1% 1% 4.5%

jnin

g Y

Q .

o m i H

o

1st $12,500 1% 3% 4.5% 4.5% m i H

o 2nd $12,500 1% 2% 4.5% 4.5%

(N 3rd & subsequent $12,500 1% 1% 4.5% 4.5% Payable in two equal installments, the first at the opening and the 2nd at the first anniversary of the opening. 2 A year is measured from the Restaurant opening date.

3The Ma l l Incentive Program Addendum vou sign wi th vour Franchise Agreement Is

attached at Exhibit P. P - l and P-2.

If a new Restaurant developed during the MIP Term does not achieve at least the average sales of current mall restaurants located within food courts ($755K) in the first year after opening, we will extend the royalty reduction to 1% for the initial year in which the royalty would have escalated. For example, restaurants A and B were opened in 2012. However, restaurant B had not achieved sales of $755K in the first year. The 1% royalty reduction would be extended to year 3.

Item 5 04/2012 (Amended 0710/2012) Page 22

See the examples below.

Royalties/year

1st 2nd 3rd 4th 5th +

#A 1.0% 1.0% 3.0% 4.5% 4.5%

#B 1.0% 1.0% 1.0% 4.5% 4.5%

Franchise Fee Deposit ("Deposit"! You must sign a Target Reservation Agreement ("TRA") (Exhibit B-l) or a Multiple Target Reservation Agreement ("MTRA") (Exhibit B-2) if you wish to specify "Target Area(s)" (as defined in the TRA or MTRA) to search for potential sites to develop one or more Restaurants. When you sign the TRA or MTRA, you pay a Deposit in an amount equal to $5,000 multiplied by the number of Restaurant openings committed. You may want to pursue more targets than the number of Restaurant openings committed to in the TRA or MTRA. BKC may grant you approval to pursue additional Target Areas without requiring an additional deposit. The MTRA will typically grant you more Target Areas than Restaurant openings that you commit to. BKC will credit $5,000 of the Deposit against the initial franchise fee upon opening of the Restaurant, assuming the franchise fee is $5,000 or over. BKC may waive the Deposit for Institutional Target Areas and in limited special situations. Under the MTRA and TRA, the Deposit will be non-refundable. Failure to utilize a Target Area due to 1) BKC disapproval of the Site within the Target Area or disapproval of a Target Area in an MTRA; 2) significant real estate constraints; 3) development of a neighboring restaurant rendering the Target Area economically unviable; or 4) failure to obtain permits, will result in the Deposit being applied to a substitute Target Area.

BKC has the sole discretion to decide whether to grant you a TRA, MTRA or a franchise. BKC is not obligated to grant a TRA or MTRA to you even if you have the financial, legal and operational capacity to develop and operate a Restaurant. For Target Areas, BKC may require you to pay for a "Sales Transfer Study" before BKC decides whether to approve development at the location. The fee for any Sales Transfer Study is non-refundable (see Item 6 of this Disclosure Document below).

Development Agreements. As described in Item 12 of this Disclosure Document, BKC occasionally grants area development agreements or exclusive MTRA's. The terms are subject to negotiation. Generally, a development fee is paid, and there may be other financial and operational commitments, as agreed upon by the parties. These agreements are typically granted only to sophisticated, highly experienced Franchisees.

Fee for Purchase of an Existing Burger King Restaurant from BKC. The franchise rights may be included as an intangible asset if you purchase an existing Burger King Restaurant from BKC to operate as a franchise Restaurant. If you purchase an existing Burger King Restaurant from BKC, you will enter into an Asset Purchase Agreement (Exhibit H) and may need to make a non-refundable earnest money deposit of up to 10% of the purchase price. BKC will retain the earnest money deposit as liquidated damages if the sale does not close.

The estimated price you pay to BKC for the purchase of an existing Burger King Restaurant, including the franchise fee, may range from approximately $100,000 to $2,000,000. The total price varies depending on the nature and condition of the assets sold, the financial performance of the Restaurant, and other factors. The purchase price is not the entire expense; additional expenses for working capital, prepaid taxes and insurance, rent, inventory, permits, utility deposits, supplies, employee training, uniforms, organizational expenses, and other items required of the purchaser is estimated as $20,000 - $65,000, but will vary. After acquiring the Restaurant, you may also incur additional expenses for upgrades and remodeling and such expenses will vary for each Restaurant (as noted above, the condition of the Restaurant may affect the purchase price paid to BKC). You must purchase, at BKC's cost, the initial food and supply inventories, including uniforms, located at the former BKC Restaurant at closing and to reimburse BKC for the cash left by BKC on the premises as the Restaurant bank. The Restaurant bank and inventory amounts are separate and apart from the consideration paid for the tangible and intangible assets. Within approximately 24 hours of closing, an inventory is taken of all food, uniforms and other items located at the premises. You must make a partial payment towards the inventory and pay for the paper goods in full at closing. Any difference in the amount paid by you for the inventory and the actual inventory price is to be adjusted and

Item 5 04/2012 (Amended 0710/2012) P a 9 0 2 3

satisfied withm 30 days of c^smg. Inaddition, you must sign appropriated thepoiutofsalesystemequipmentandaiiceuseofthe software.

In couuectiouwithaBF^ you do not purchase the Restaurant, but you must purchase in^^^ Restaurant hanl4 as described above and you must have sufficient working capital to cover vari described above.

Sales, transfer, use or other taxes or tees imposed on the sale or These ta es and fees are not included in the estimate ofexpenses and vary ftom state to state.

Application Fee. As describedmltemlofthis Disclosure D o c ^ an application fee ofbetween $250 and $5,000depending upon your proposed ownership struct^

Training Fees. As described in Itemllof this Disclosure Document, each Franchisee or applicant (or appropriate mdividual(s^must complete certain training before being approved by BKC to operateaRestaur^ Some of these courses may require payment ofamaterials or course fee to BKC orathirdparty.The aggregated the required training are usually less than$l,500.

If you transferyourf^chised Restaurant toabuyer who is notaFranchisee, you must paya$2,000 new franchisee training f^ with the transfer ofthe first Restaurant involved in the transaction. This fee is separate from charges for course materials or course fees.

Entity Frocessing Fees. Ifyou wish to adopt anownershipstructuredescribed in BKC s then-currentEntity Guidelines, you must submit an application to BKC for approval. You must paya$5,000 administrative fee to reimburseBKC for itslegal and other expenses to review ^e documents and Distribution Flan. The $5,000 administrative fee is due at the time you submit the Distribution Flan. Ifyou are an existing Franchisee, you must alsopayaf^ for each Restaurant you transfer to an approved en Document. These fees are not refundable.

BK^ Deposits Rent. You must signaDeposit Agreement (Exhibit ^-2) and payadeposit on BKt or BKC sites. The amount of the deposit is $25,000. If the Restaurant developed byBKC at the site is opened by you asa BURGER KI^C Restaurant, BKC will credit the deposit and any interest accrued on the deposit again^ franchise fee upon opening oftheRestauran4 and the excess deposit, ifany, will be applied to the re the lease. If you reft^ to accept the site or BKC terminates your approval for cause, BKC will retain the de^ plus accrued interest.

The first monthly installment of rentunderaBKE, BKG or BFI is due on the day of conunenc

Sale ofBKC^s leasehold or Fee Interest. BKCmaysell its leasehold or fee interest inaproperty under development toyou tobedevelopedonaDT^basis. You must then reimburseBKC for certain costsinconnection with development ofthe site, including engineering, title, architectural, peo ittin^ BKC for expenses and work performed.

nonrefundable Payments. Except as otherwise noted, the fees and payments described above are nonreftmdable.

ReducedFranchiseFee. IntheMTRA, if you develop morerestaurantsthanyou commit to developing ina particularyearyou may be eligible fbrareduced franchise fee. In other certain limited circumstances, generally when you are (i)takingoverthe operations ofaRestaurant from an existing Franchisee that has had fman^^^ difficulties;or(ii) reopeningaRestaurant that has recently closed, BKC may elect to reduce or waive the fr^ fee or successor fee referencedin this item 5. Wealsoofferareducedfranchisefee under the Development incentive Program referenced in this Item5.

Employee Franchise ^wnershipProgram to Certain qualified Employees of BKC. Under this program, eligible BKC employees agree to enter into the Fmployee Franchise Ownership Program ( Employee Progr^ Under the Employee Program participants have the opportunity to purchaseafranchisefbraRestaurant on t those offered to non-employees. An eligible participant signs an Enrollment Agreement (Exhibit r a n d a n

ItemS 04/2012 ^meoded07^012) Page24

Acknowledgement and Release (Exhibit L-l) with BKC, gives BKC a $50,000 deposit, and participates in BKC s training programs, including a one (1) week orientation and BKC s Restaurant Manager Training Program. The participant must pay his or her travel and living expenses during the training programs. Upon successful completion of the training programs, BKC may enter into a Franchise Agreement and Addendum to Franchise Agreement (Exhibit L-3) and Lease/Sublease Agreement and Addendum to Lease/Sublease Agreement (Exhibit L-2) with a participant for an initial term of 3 years ("Initial Term").

If BKC enters into a Franchise Agreement and lease/sublease agreement with a participant, BKC will retain the initial $50,000 ("Initial Deposit") deposit and the participant must deposit with BKC for each quarter of the Initial Term, the net income after taxes of the Restaurant plus depreciation expenses for the quarter, less an agreed upon amount for annual General and Administrative Expenses and capital improvements ("Quarterly Deposits ). The Initial Deposit will not earn interest and will not be maintained in a segregated account. If the participant voluntarily withdraws from the Employee Program during training, BKC will return the Initial Deposit to the participant. If the participant voluntarily withdraws from the Employee Program after BKC has incurred costs in connection with the Restaurant, BKC may apply the funds to cover its out of pocket costs if BKC is unable to operate the Restaurant or lease the Restaurant to another Franchisee. If the participant dies or becomes disabled while in the Employee Program, BKC will refund the balance of the funds, if any, after deducting all amounts owed to BKC

If the participant is in compliance with BKC's requirements after the end of the first year of the Initial Tenn, but not later than the end of the third year of the Initial Term, the participant may elect to extend the term of the Franchise Agreement by 17 years, plus the balance of the Initial Term, or for a term equal to the remaining time period that BKC has the right to possession of the premises, whichever is less. To exercise this option, the participant must purchase the business and certain personal property of the business from BKC, and agree to extend the lease/sublease through the extended term of the Franchise Agreement BKC may also require the participant to pay the initial franchise fee. The initial franchisee fee would be prorated based on the standard $50,000 for a 20 year franchise agreement. The purchase price will vary by Restaurant and is subject to negotiation between BKC and the participant To purchase the business and personal property, the participant must sign an Asset Purchase Agreement (Exhibit H). BKC will apply the Initial Deposit and the Quarterly Deposits toward the purchase price.

If the participant does not exercise the purchase option, the Initial Deposit and the Quarterly Deposits less amounts owed to BKC and creditors of the participant, will be returned to the participant. BKC will purchase from the participant any equipment, furniture, and signs purchased by the participant at BKC's request, at a pnce equal to the greater of fair market value or the participant's cost less depreciation. BKC may also purchase any other equipment, furniture or signs purchased by the participant at this price.

The participant must have a) a minimum of $250,000 in total net worth of which $75,000 must be liquid unencumbered funds, b) a minimum of five years employment with BKC, and c) meet certain performance management guidelines.

The participant must also have at least $25,000 in unencumbered funds available for use as working capital.

[END OF ITEM 5)

Item 5 pane 95 04/2012 (Amended 0710/2012) 9

Item 6

OTHER FEES

Royalty2 4.5% of monthly gross sales2 Payable monthly on 10th day of next month

Advertising3 4% of monthly gross sales3 Payable monthly on 10th day of next month

Rent (where property leased from BKC) 4

Varies4 Base Rent: Payable in advance on the 1st day of each month. Percentage Rent: As agreed

Building Improvement Payments (certain BKLs only)5

$500 per month Payable on 1st of each month

Late charges/ interest/stamp tax6

Lesser of 18% per annum or maximum rate allowed by Florida law

Payable on demand

Transfer of Interests $2,000 Payable on sale of Franchise or other transfer

Application Fee8 $250 - $5,000 Payable when you submit a franchise application

New Franchisee Training Fee

$2,000 Payable when you sell the Franchise

Entity or LLC Fees10 Up to $5,000 per Entity; plus up to $1,000 per Restaurant transferred to Entity or LLC

Transfer fee is payable at the time of transfer. Application fee is payable when the application is submitted.

Franchise Extension Fee"

$2,500 annually Payable when you sign the extension agreement

Investment Spending (marketing)

Collectively agreed upon amount Payable monthly on 10th day of next month

Sales Transfer Study13 Minimum $5,000; Maximum $8,000; Average $6,400 - Per potentially affected Restaurant

Paid to vendor or to BKC if a reimbursement

Sales Impact Contribution

Varies As agreed

Gift Card Services'" Varies As agreed

Miscellaneous Reimbursements, Purchases, Services

Varies As agreed

Walk-Thru17 $500 Payable on demand

One Time Cure Fee" Varies depending upon whether you are under the TRA or the MTRA

Payable at the time you fail to meet the development schedule under the TRA or MTRA

MTRA Default Payments'9

Monthly amount equal to $2,000 multiplied by the number of new Restaurants you fail to timely open under the MTRA you sign in connection with the purchase from us of BKC-owned Restaurants

Payable 1 st of each month

Remodel Default Payments20

Monthly amount equal to $4,000 multiplied by the number of Restaurant remodels that you fail to timely complete in connection with the purchase from us of those BKC-owned Restaurants

Payable 1st of each month

Scholarship Fees2' $1,000 per Restaurant per year if you purchase BKC-owned Restaurants from us

Payable on demand

Item 6 04/2012 (Amended 07lfl/2012) Page 25

Audit Expenses22 Will vary under circumstances Within 15 days after receipt of audit report

Indemnity23 Will vary under circumstances Immediately after notice from BKC Costs and Attorneys' Fees24

Will vary under circumstances Immediately after notice from BKC

FOOTNOTES:

4.

GsnsaL All payments to BKC are to be made in Miami, Florida unless otherwise noted. BKC expects that fees payable under Franchise Agreements described in this Disclosure Document will generally be uniform or within the designated parameters. However, BKC reserves the right to vary fees as a result of negotiations and to waive or refund fees as it deems appropriate. In addition, Franchisees who have signed Franchise Agreements before the date of this Disclosure Document may pay different fees than the fees set forth in this chart. None of these fees are imposed by a cooperative. The Franchise Agreement and the BKL lease agreement provide, at BKCs option, for payment of royalty, advertising, lease and other payments by direct monthly withdrawal from your bank account.

Royalty Rate. Your royalty rate may be different if you are participating in our Image Transformation Program, the B K Incentive or B K L Srrane and Reb-iild Tanitnl rontrihiition ProPram. the F'12 -F'13 Mall Incentive Program, or the F' 12 - F* 13 Development Incentive Program (See Item 5 for more information).

Advertising. BKC requires Franchisees to pay BKC an advertising contribution equal to a percentage of gross sales. BKC uses Franchisees' advertising contributions to pay for various types of expenses related to advertising and promotion, including market research; creative, production, and other costs incurred in connection with the development of advertising; sales promotions; public relations; media costs; and administrative expenses. BKC decides on the allocation of advertising contributions among national, regional and local markets. The required advertising contribution is 4% of gross sales, except for the WHOPPER® Bar and Institutional Inrarinns and for Restaurants in the Imaee Transformation Program. For the WHOPPER® Bar and Institutional locations, your monthly advertising contribution may be 2.5% of gross sales, and you may be required to spend an amount equal to 1.5% of your gross sales on advertising, sales promotions, public relations and other activities in support of the Restaurant. In certain rases under the Image Transformation Propram. the advertising contribution will he reduced bv n.S% hnt the total amount nf the reduction will he canned at £7.500 annually and $30.000 in total. See Item 5 for more information.

Rent If you obtain a franchise to operate at a location where BKC controls the real estate (which may be land only or land and building), you will sign a BKG or BKL lease/sublease agreement and pay rent to BKC. Rents BKC charges are net of all taxes, costs, common area maintenance charges, expenses, and other charges, all of which you must pay in addition to rent.

The calculation of the rent due to BKC varies depending on the circumstances. In those instances where BKC agrees to acquire a location and lease it to you, with or without a developed facility, your rent will generally be determined as follows: If BKC owns the property, the minimum annual rental is typically 10% of the capitalized site acquisition costs and, if applicable, construction costs, against a designated percentage of annual gross sales. The minimum annual rent will escalate 12% eveiy 5 years for those leases where BKC owns the property. If BKC leases the property, the minimum annual rental you pay is typically an amount equal to 110% of the rental paid by BKC plus 10% of the capitalized site acquisition and construction costs, against a designated percentage of annual gross sales. If any underlying lease contains an escalation clause, your rent will be increased by an amount equal to 110% of the escalation. In addition to the minimum annual rent you shall pay percentage rent which is typically 8.5% of annual gross sales but increases to 10% on annual gross sales above $1,600,000 per year in excess of the minimum annual rental to be paid for each Lease Year.

Item 6 04/2012. (Amended 0710/2012) Page 26

F o r o ^ B K L ^ m ^ u d m g ^ e ^ and bmldm^ your rent wi^gene^ IfBKC owns the property, the minnnnm annual rental is typiea^y the higher o f ^ l O % of the capitalized site construction costs, againstadesignated percentage of annual gross sales or (ii) 8.5% of ^ months gross sales, againstadesignated percentage of annual gross sales The minitnum annual rent will escalate between approximately 8% and 12% every5years for those leases where BKC owns^ IfBKC leases the property, the minimum annual rental you pay is typically an amount eq^^ rental paid by BKC, plus 10% ofthe capitalized site acquisition and constructions percentage of annual gross sales. Ifany underlying lease contains an escalation clause, your rent will be increased by an amount equal toll0% of the escalation. Percentage rent may range from 6% to^5% and may escalate with sales. The percentage rent payable inaBKC generally ranges from .5% to 5.5%. All percentage rent is payable either monthly or quarterly and adjusted annually.

Calculation ofthe rent you pay onaBKL when you enter intoaSuccessorl^ase Agreement may vary from thecalculationfbrthe original term.

If you default under the lease, you pay the full amount of the rent and additional charges that would have accrued fbrthe balance ofthe lease term. You may have to paythe cost of relettingthe premises, pluses andattomeys^feesspentbyBKCtoenfbrcethetermsofthe lease. You may also be in default under other agreements, including your Franchise Agreement.

^ Building improvement Payments. InthoseinstanceswhereBKCagreestoacquirealocationandleaseitto you, with or withoutadeveloped facility, you make building improvement payments to BKC. BKC will hold building improvement payments and interest accruing on them. We will use these funds, which we may commingle with other frmds to reimburse the lessee for the cost of certain types of building improvements made by lessee. Ifyou defaultunderthelease,wemayusethe building improvement payments to compensate the lessor for any damages suffered by lessorasaresultofyourde^ult.

6. LateCharges/lnterest/StampTax. Royalty, advertising,lease and other payments not paid timely are subject toalate charge of the lesser of 18% per year or the maximum allowed by Florida law. If we provide you any financing, you must also payastamp tax f^ to the State ofFlorida (currently $0. 5 per $100.00) on all instruments signed ordelivered in the State ofFlorida.

7. Transfer. You must payatransfer fee of$2,000 with an application to transfer an interesting Agreement or theKestaurant. (Thisincludes the signing of an"intercreditor agreement" with BKC, pledgingcertain interests in the Restaurant,which BKC may agree to enter into in its sole d ^ When you transfer an ownership interest in multiple Restaurants, the Individual and Entity forms of Franchise Agreement specify that the trans whicha$2,000 transfer fee applies).

8 Application Fee. You must payafee of $250 when you submitanew entity or individual ownership franchisee application, a n d a f ^ o f $5,000 when yousubmitanewcor^rate franchise plication fb^ review by BKC.The application fee is non-refundable.

^ NewFranchiseeTrainin^Fee To transfer an existing franchise toabuyer who is not currentlya Franchisee,youmustpayaNew Franchisee Training Fee of$2,000 in addition to the transfers

^0. FntityApplicationFees. An existing Franchisee who seeks to qualify to convert to an Entity ownership structure under BKCs then-current Entity Guidelines must fileadistribution plan appli^^ pay an application fee. As descried in ltem5ofthis Disclosure I^ument, the application f^ is currently $5,000 per Entity, but ifthe same Managing Cwner applies simultaneouslyto establish the same ownership structure, the application fee will be$l,000fbreachp^ In addition, you must payafee for each existing Restaurant thatyoutransferto an appr ^ for each Restaurant transferred atthesam^ Restaurantsllthrough 20; and $500 fbrthe2lstand each additional Restaurant.

Item6 04/2012 (Amended 07#2O12) P a9e 27

C i u ^ n ^ BKC permit ex^mg^ ri^to^gn^franch^^ahm^ Franchise AgreementThere is an a p p h ^ i o n ^ o f ^ ^ ^ of $500 appiiesforadditicnai LLCs qualified hy the same owners at Franchise Agreement yon assign to the LLC.

If yon want to transfer your existing Franchise ^Entity Franchise Agreements") to an Individual form of Franchise Agreement $1,000 per Restaurant tor the first 10 Restaurants; no additional f^fb^ $500 tbrthe^lstand each additional Restaurant.

11. FranchiseExtension Fee. Ifyouhavenot met the conditions to ohtainasuccessor franchise when your current Franchise Agreement expires, BKC is not obligated to extend or renew your Franchise Agreemen ^ However, ifyou request an extension ofyour Franchise Agreement attheendofits term, BKC may agree to an extension of up to 12 months, subject to certain terms and conditions (such as your continued^ occupancy of the premises). An extension may be granted where you require additional time to complete remodeling and other work necessary to obtainasuccessor franchise. If BKC grants you an extension, it will charge you an extension tee.The current extensionf^is $2,500 annually,which you must pay when BKC grants the extension. ltem5ofthis Disclosure Document describes franchise fees you pay when BKC issuesaFranchise Agreement, includingaSuccessor Franchise Agreement.

12. Investment Spending. BKC may seek your suppor4 and the support ofother Franchisees in the Designated Market Area (^DMA'') where your Restaurant is located, for an Investment Spending^ Under an IS program, the Franchisee agrees to place into an IS f^d up to 2% ofthe Restaurant's gross sales. If 66.7% or more Restaurants in the D l ^ elect to sign IS contracts binding themselves to an program, then you must agree to sign an IS contract under exactly the same terms and conditions. Acopy ofthe sample IS contract is attached as Exhibit^tothis Disclosure Document.

1 . Sales Transfer Study. Before BKC awards site approval to developanew Restaurant, BKC may requirea sales transfer study orapotentially affected Franchisee may requestasales transfer study Obtaining the study does not guarantee site approval. BKC decides who will bear the cost ofthestudy^ the developing Franchisee, the objecting Franchisee, or BKC.

1 . Sales impact Contribution. BKC,with the input of the National Franchise Association of Burger King Franchisees, has adopted procedures for resolving development disputes. Development disputes arise when an existing Franchisee believes thataproposed new Restaurant would haveasignificant adverse effect on thesalesand profitability of itsexisting Restaurant. BKChassolediscretiontodecide whether the proposed new Restaurant will be developed, and whether development will be by BKC or byaFranchisee. The procedures provide for mediation and allow^^ Franchiseewhoprovessubstantial adverse impact asaresultofthe new Restaurant opening.

If there isadevelopmentdispute concerning your proposednewRestaurant, BKCmay,amongother options,decidenot to allow you to deveiopthenewRestaurant,or to allow you to develop the new Restaurant but only on the condition that you agree to contribute to the costs of resolving the de ^ dispute, including attorneys'fees, amounts paid to settle the dispute, and any compensation awarded. Your contribution in this situation would be as agreed with BKC bas^ on the particular cireumstances,t^ apercentageofthetotalcosts,withorwithoutacap. Any such agreement would be negotiated in advance, before you developthe Restaurant or signaFranchise Agreement for it. Depending on when and how the development dispute is resolved, your contribution couldbepayable to BKC in whole or in part from approximately three months to2yearsormoreafrerthe new Restaurant opens.

15. Cifr Card Services. In May 2005, BKC launchedastored value or gifr card" program to make available the BK® Crown Card (formerly I ^ Y E IT YOUR WAY® Card) in Restaurants (^CifrC^^^ TheCifr Cardisapre-paid card that allows purchases up to the value loaded on the card. We require all U.S. Franchisees to sell and accept Cifr Cards. Toparticipate in the Cifr Card program, you signaparticipation agreement with First Data Frepaid Services (formerly^

1te 6 0 /20t2 (Amended 071 2012) Page28

G i f t C a r ^ Particip^onm^programre^^ ^ r m m ^ ^ i ^ e ^ ^ e ^ p u r e ^ f r o m F ^ Y o u ^ a ^ ^ u p ^ f b r ^ R ^ u r a n t ^ ^ U p F ^ a n d a t r a ^ ^ n ^ ^ ^ ^ p a r t ^ p ^ m ^ G i f t C ^ ^ ^ ^ U p ^ a n d T r a n ^ o n Fees must repaid to to reimburse BKC^transaetion fees barged by Fit^ expenses mcu^ed by BKCmadmmistermgtbe Gift Card Fr^ Tbe fees and expenses charged by BKC are applied against its costs and expenses in administering the Gift Card program. BKC believes tbe fees charged, represent the prevailing market rate tor tbe cost of its services, but basn verified this information. Transaction Fees may increase or decrease no more than one time per year to reflect increases in the cost oftbe program. Tbeminimumandmaximum Transaction Fee willbe 0.5% and ^.5% ofredeemed sales, respectively.

16. Miscellaneous Reimbursements. Purchases Services. For certain training programs BKC provides, BKC may require you to payamaterials or course fee. You must reimburse BKC for expenses BKC incurs or amounts BKC pays for which you are responsible, and you must pay BKC as agreed if you purchase any incidental goods or special services ftom BKC. For example, i f B K C pays any taxes or third party claims relating to the Restaurant for which you are responsible or against which you indenmi^ BKC, you m ^ reimburseBKC You mustreimburse BKC fbrattorney'sf^stoenforcethe Franchise Agreement

17. Walk-Thru, if you indicate thataremodel has been completed at the Restaurant and BKC then determines that it is notsubstantially complete, you must pay usa$500 fee to conductafbllow-upwalk-th^

1^ ^ne Time Cure Fee. If youfail to meet the development schedule underthe TRA, the event of default may be cured by paying to BKC an additional $5,000 deposit, and opening the Restaurant with the spec facilitytype, by the extended opening dategranted by BKC.

Ifyou fail to meetthedevelopmentscheduleundertheM^^,theeventofdefaultmay be c u ^ to BKCtheremainingbalanceoftheft^chise fee multiplied bythenumberofRestaurantsnot^^^ that yearpursuanttotheschedule in the MTRA, and obtaining Site and ConstructionApprov^^ these Restaurant(s), with the specified facilitytype, bytheextended dates gr^

^ MTRA Default Payments ifyou purchase Restaurants from us, you must also sign an MTRA to develop additional Restaurants If you fail to timely open any of those Restaurants, you must pay usamonthly amount determined by multiplying $2,000 by the number of Restaurants that you f a ^ undertheMTRA You must pay us this amount until the earlier ofthedate you have cured the defaults or theexpirationofacertain number of months following the occurrence ofthe default w h ^ negotiate with you at the time you enter into the Asset Purchase Agreement.

^ Remodel Default Payments If you purchase Restaurants from us, you must remodel those Restaurants in the time that we agree upon. If you fail to meet any of those dates, you must pay usamonthly amount determined by multiplying $4,000 bythe number ofremodelsthatyou fail to timely complete w incomplete at the time the payment is due This payment begins on the date ofthe remodel default and continuesmonthly until the earlier of the date you cure the remodel default by completing^ the expiration ofthe Franchise Agreement fbrthe Restaurant.

^ ^holarshipFees. Ifyou purchase Restaurants from us, you must purchase at least one $1,000 scholarship fbreach purchased Restaurant at least once peryear.

22. Audit Expenses Payable only if you understate your gross sales by two percent (2%) or more for any

period.

2^ Indemnity You must reimburse us for all losses we incur arising out of your possession, ownership or operation ofthe restaurant and from your sale of securities.

0^2012^m^ded^^012) ^age^

24. gpsts and Attorneys' Fees. If we are successful in any legal action we bring against you or any legal action you bring against us.

Ifyou request special services or opportunities beyond those BKC generally provides, BKC may provide them ifyou pay BKC for those services.

[END OF ITEM 6]

Item 6 Pnnn V I

04/2012 (Amended 07^2012) K a 9 e ^

Item HP

FINANCIAL PERFORMANCE REPRESENTATIONS

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

This Item includes certain information about (a) gross sales of franchised and BKC-operated BURGER KING Restaurants during the 12-month period ended December 31, 2011 ("Sales Distributions"), and (b) selected cost Actors for certain BKC-operated BURGER KING Restaurants during that period ("Cost Factors"). Sales Distributions are provided separately for "Traditional Restaurants," "Non-Traditional Restaurants," and four types of "Fuel Co-Branded Restaurants," as those terms are used for purposes of this Item. Cost Factors are provided only for BKC-owned "Traditional Restaurants." For purposes of this Item, "Non-Traditional Restaurants" include the following types of BURGER KING Restaurants:

(1) Limited menu in-line facilities; (2) Restaurants or food courts at institutional locations (such as airports, military facilities, colleges,

schools, office buildings, retail stores, tourist locations, and turnpikes; see Item 1); (3) Conversion Restaurant facilities; (4) Double drive-thru facilities; (5) Mall location facilities; and (6) Mobile restaurant units (buses/trailers).

For purposes of this Item, "Traditional Restaurants" are all Restaurants other than those included as "Non-Traditional Restaurants". There were 6,145 Burger King franchised restaurants and 809 BKC-operated Burger King Restaurants open during the entire 12-month period ended December 31,2011.

The Sales Distributions and Cost Factors presented here do not reflect the sales distributions or cost factors of all the varying facility types or sizes or facility locations.

The Sales Distributions and Cost Factors should be read together with all of the related information about the factual bases and material assumptions underlying them. BKC will make available to you, on reasonable request, data used in preparing the Sales Distributions and Cost Factors, in a form that does not identify any individual franchised Restaurant.

Your individual financial results are likely to differ from the results shown in the Sales Distributions and Cost Factors. In providing the Sales Distributions and Cost Factors, BKC is not making a representation or guarantee that you will or may achieve any level of sales shown in the Sales Distributions or experience costs comparable to those shown in the Cost Factors. BKC does not make any representation or guarantee of future sales, costs, income or profits.

Other than the Sales Distributions and Cost Factors presented in this Item, or as described below in connection with the sale by BKC of a Restaurant, BKC does not furnish, or authorize the furnishing, to prospective Franchisees of any oral or written information of actual, potential, average or projected sales, costs, income or profits of BURGER KING restaurants. Ifyou obtain this information, do not rely on it because it is intended for internal use only by BKC as a basis for BKC's own investment decisions;

You should construct your own pro forma cash flow statement and make your own projections concerning potential sales operating costs, total capital investment requirements, cash injection, debt, overall potential cash flow, and other financial aspects of operating a BURGER KING Restaurant. You should not rely solely on information

Item 19 04/2012 (Amended 07#2012) p a g e 7 4

provided by BKC,but should cood^ proposed Restaurs You should consul aoaeeountan^ attorney aod existing BURGER

The data used lo preparing die Sales Distributions and Cost Factors hav^ generally accepted accounting principles to the extent applicable; BKG has not inde^ reported by Franchisees tor Franchisee-owned Restaurants, but has relied on gross sales as re^

THE R E V E N I ^ F I G I ^ S IN THIS ITEM 19 D G N G T REFLECT THE GGS E ^ F E N S E S , O R O T H E R G G S T S O R E ^ F E N S E S T H A T M U S T B E D E D U C T E D F R G M T H E G R ^ REVENUE GR GROSS SALES FIGURES TG OBTAIN YGUR NET INCOME GRFRGFIT YOU SHOULD CONDUCT A N D E P E N D E N T INVESTIGATION OFTHE C O S T S A N D E ^ E N S E S YOU WILL INCUR IN OPERATING YOUR BURGER K^NG® RESTAURANT FRANCHISEES OR FORMER FRANCHISEES, LISTED I N T H I S D I S C L O S U R E I ^ U M E N T , M A Y B E O N E S O U R C E O F T I ^ S INFORMATION^

^aleofRestaurantsOperatedbvBKC

From time to time BKC may ofler certain ofits company operated Restaurants Ibr In connection with the sale ofaBURGERRINGRe^urantoperated byBKC, BKC gives the prospective purchaser certain h intbrmationfbrthespeciIicRestaurant(s)beingsold. This historicalUnancialintbrmationis given only to the potential purchaser of that Restaurant. BKC also provides the prospective purchaser with the name and last known address of each owner ofthe Restaurant during the^years preceding the sale.

The following historical financial information is provided on the offe^ (1)24 months of gross sales of the specific Restaurant (in somecases, the Restaurant may have been operated byafranchisee for part 24-month period); and (2) ifavailable, an unaudited operating statement of a ^ ^ operation of the Restaurant for13 months orashorter period. The operating statement is prepared onabasis consistentwith generally accepted accountingprinciples, except fbrthe following:

Itexcludes depreciation.

It is prepared onapre^tax basis, except fbrthe labor line, which includes anytargeted job t^

Since BKC isprimarily aself^insuredcompany, the casualty linemay not reflect thefully allocated insurance cost.

ACTUAL SALES ARE OF SPECIFIC COMPANY^WNED AND OPERATED RESTAURANTS AND FRANCHISED RESTAURANTS AND DO NOT INDICATE THE ACTUAL OR PROBABLE SALES, THAT YOU MAY O R W I L L REALISE ACTUAL EXPENSES ARE OF SPECIFIC COMFANY^WNED AND OPERATED RESTAURANTSAND DO NOTREPRESENTTHEACTUALORFROBABLEE^PENSESTHAT YOU M A Y O R WILL INCUR BKC DOESNOTREPRESENTTHATYOU CAN EXPECT TO GAIN ANY LEVELOFSALES,E^PENSE,INCOME,ORGROSSORNETPROFITS

04/2012(Amended^^20^ P ^ ^

Exhibit 19-1 SALES DISTRIBUTION

"TRADITIONAL 1* AND "NON-TRADITIONAL" RESTAURANTS JANUARY 1,2011-DECEMBER 31,2011 Percentage of Restaurants at Sales Level (3)

Trad i t iona l (1) Non-Trad (2)

Annual Sales Level - Range Consolidated Company Franchise

Above $1.5M 15% 16% 15%

$1.3M-$1.5M 15% 15% 15%

$1.1M-$1.3M 22% 25% 21%

S0.9M-S1.1M 25% 24% 25%

$0.7M - $0.9M 17% 17% 17%

$0.5M-$0.7M 5% 2% 5% Below $0.5M 0% 0% 0%

Total Restaurant Sample 6,462 784 5,678

Mean Average Sales Median Average Sales High Annual Sales Low Annual Sales

1,164,561 1,115,751

1,195,313 1,162,727 2,593,268

327,961

1,160,315 1,109,655 5,463,645

263;611

Consolidated Company Franchise

16% 28% 16% 9% 4% 9%

11% 16% 10% 15% 16% 15% 21% 16% 21% 20% 20% 20%

9% 0% 9% 492 25 467

1,085,752 1,198,894 1,079,696 910,638 1,052,914 900,765

2,797,079 5,465,398 534,255 50,221

The sales levels, sales ranges and median sales shown above reflect the experience of certain franchised and BKC-operated Restaurants and should not be considered as the actual or potential sales that you will realize. B K C does not represent that you can expect to attain any particular sales level

Notes; (1) The information provided in this Sales Distribution is sales information for a total of 6,462 Restaurants treated as "Traditional" Restaurants for purposes of this

Item. Of those Restaurants, 5,678 were Franchisee-owned and 784 were BKC-owned as of December 31,2011. Only those Restaurants with 12 months of actual sales as of December 31,2011 are reported in this chart.

(2) The information provided in this Sales Distribution is sales information for a total of 492 Restaurants treated as "Non-Traditional" Restaurants for purposes of this Item. Of those Restaurants, 467 were operated by Franchisees and 25 were operated by BKC as of December 31,2011. Only those Restaurants with 12 months of actual sales as of December 31, 2011 are reported in this chart.

(3) Due to rounding percentages may not equal 100%. (4) Figures do not include "Temporarily Closed" restaurants.

Item 19 04/2012 (Amended 0710/2012)

Page 76

Sales D i ^ b u t i o n s ^ F ^ Co-Branded Restaurant

^ ^ ^ ^ ^ ^ n

The Sales Distributions for Fuel Co-Branded BURGER l ^ C R e s ^ gross sales ofFuel Co-Branded Restaurants during the 12 months ended Deeember31,201L For purposes of this prasentation,a"Fuel Co-Branded Restaur" i s a B U ^ ^ other than truek stops and gas stations at travel plazas on interstate highways. Inmanyinstanees,aeonvenienee storeisalso located at the Co Branded Restaurant. Separate Sales Distributions are given fbrfour categories ofFuel Co-BrandedRestaurants, distinguished by size and seating eapaeity.These tour eategorie

Category ApproximateSize/Se^tingCapaeitv

"Full Size" 2300 square feet and larger; seats 70 130

"Large In-Line 1500 2300 square feet;seats40 70

"Small in Line" 1200 1500squarefeet;seats30^0

"Kiosk" 200 1200squarefeet;seats0-30

The Sales Distribution for each category reflects the gross sales of all Restaurantsm the full 12 months ended December31,2011. All Fuel Co-Branded Restaurants whose gross sales are reflected in the Sales Distributions are fi^chised Restaurants, and gross sales reflect gross Such reported gross saleshavenot been independently yerifled by BKC.

^emtg 04/2012 (Amended 07^2012) Page 77

Exhibit 19-2 Sales Distributions

Fuel Co-Branded Restaurants January 1,2011 - December 31,2011 (1)

Full Size Large In-Line Annual Sales Level - Range Number of Percentage of Number of Percentage of

franchised total Sales franchised total Sales restaurants restaurants

Above SI.5M 79 6.8% 3 2.73%

$1.3M-$1.5M 15 14.56% 7 6.36%

$1.1M-$1.3M 18 17.48% 15 13.64%

$0.9M-$1.1M 29 28.16% 18 16.36%

$0.7M - $0.9M 19 18.45% 37 33.64% $0.5M - $0.7M 15 14.56% 27 24.55%

Below $0.5M 0 0.00% 3 2.73%

Total Restaurant Sample 103 100% no 100%

Mean Average Sales $1,039,573 $ 898,768

Median Average Sales $1,046,302 $ 849,517 High Annual Sales $2,001,627 $1,962,260 Low Annual Sales $ 512,258 $ 449,154

(1) Due to rounding percentages may not equal 100%.

Annual Sales Level -Range

Sales Distributions Fuel Co-Branded Restaurants

January 1,2011 -December 31,2011 (1)

Small In-Line Number of Percentage franchised of total Sales restaurants

Kiosk Number of Percentage of franchised total Sales restaurants

Above $1.3M $1.1M-$1.3M $0.9M-$1.1M $0.7M-$0.9M $0.5M-$0.7M Below $0.5M

Total Restaurant Sample

0 1 3 4 7 2

17

0% 5.88%

17.65% 23.53% 41.18% 11.76%

100%

1 2 2 4 8 1

18

5.56% 11.11% 11.11% 22.22% 44.44%

5.56% 100%

Mean Average Sales $ 783,839 Median Average Sales $ 708,564 High Annual Sales $1,347,599 Low Annual Sales $ 445,961

(1) Due to rounding percentages may not equal 100%. (2) Figures do not include "Temporarily Closed" restaurants.

$ 740,325 $ 675,042 $1,166,006 $ 481,850

Item 19 04/2012 (Amended 07^2012) Page 78

Remodels; Comparison', ^

A total of 1125 BURGER KING Restaurants were remodeled to the Image 99 Standard between January 2011 and MawbAuPust 31, 2012 in the United States (the "Image 99 Remodel Restaurants"). A total of 89214 BURGER KING Restaurants were remodeled to the 20/20 Image standards between January 2011 and MafebAugust 31, 2012 in the United States (the "20/20 Remodel Restaurants"). When comparing the sales of these 20/20 Remodel Restaurants for the period of months after the 20/20 Remodel was completed (the "Post-Period") to the same period of months before the completion of the 20/20 Remodel (the "Pre-Period"), the 20/20 Remodel Restaurants experienced an average sales increase of in the Post-Period. Of these Restaurants, 4686 (54^4iU%) had a sales increase higher than that average. When comparing the Pre-Period and Post-Period for the Image 99 Remodel Restaurants the average sales increase was 4^1.0%. Of these Restaurants, 912 (42t852itt%) had a sales increase higher than that average.

'The Restaurants referenced in this Item 19 disclosure all had a Post-Period of no less than 31 and no more than 12 months. 2The sales comparisons in this Item 19 disclosure were calculated "net of the DMA". This means that any sales increase (or decrease) experienced by all other Restaurants in the DMA of a Restaurant were subtracted (or added) from (or to) the sales increase number of the Restaurant that was remodeled. * The sales cnmnarkon* for the Remodel Restaurant* referenred in this Item 19 disclosure were ralrnlated "net nf the D M A " . Fnr anv Remodel Restaurant with less than 10 oneratinP Restaurants in its D M A , the riivisinn average was used instead of the D M A average for the "net of the D M A "

calculation.

Item 19 n , „ 04/2012 (Amended 0*10/2012) Pafle 79

Exhibit 19-3 CERTAIN REPRESENTATIVE COST FACTORS FOR

BKC-OPERATED TRADITIONAL RESTAURANTS JANUARY 1, 2011- DECEMBER 31, 2011

TYPE OF EXPENSE/COST FIXED COST VARIABLE COST AS %

• OF GROSS SALES

Food & Paper $ 31.4% Labor Including Fringe Benefits2 $ 170,116 16.1%

Repair & Maintenance (Building & $ 21,756 0.7% Equipment)3

2.2% Utilities4 $ 34,985 2.2%

Other Expenses^ $ 26,880 2.0%

Insurance $ 10,454 N/A

Property Taxes $ 18,554 N/A

Royalty N/A N/A Advertising N/A 4.8%

BASIS OF PRESENTATION

The financial information provided in this Cost Factor table is based upon regression analysis of certain actual operating costs for the 12-month period ended December 31, 2011, experienced by 803 "Traditional Restaurants" that were open and operated by BKC for those 12 months. Restaurants sold or acquired by BKC during that time period and Restaurants that were closed for any time during that period are not included in the sample on which the analysis was performed.

Dollar amounts are given in the "Fixed Cost" column for those items with a significant fixed cost component. Variable costs are shown as a representative percentage of gross sales. Certain expense items for which information is provided have both a fixed cost and variable cost component as reflected by the regression analysis.

THESE COST FACTORS ARE BASED UPON THE EXPERIENCE OF BKC-OPERATED TRADITIONAL RESTAURANTS AND SHOULD NOT BE CONSIDERED AS THE ACTUAL OR POTENTIAL COSTS THAT YOU OR ANY FRANCHISEE WILL INCUR FOR THESE TYPES OF EXPENSES.

EXPLANATORY NOTES

1. These are not the only costs or expenses of operating a BURGER KING Restaurant Other types of expenses that you will incur include, rent or other occupancy expense (including property taxes); insurance expense; legal and accounting expense; miscellaneous expenses such as operating supplies, uniforms, cleaning expense, laundry and linens, cash shortages, non-capital, parts and supplies; non-cash expenses including depreciation and amortization; income taxes; advertising expense; and royalties. As discussed in Item 6 of this Disclosure Document, a Franchisee must pay BKC an advertising contribution based on gross sales, and may incur other advertising expenses, including investment spending contributions. Additional advertising expenditures typically range from 0.5% to 2.0% of gross sales in addition to the required advertising fund contribution. Item 6 of this Disclosure Document also discusses the royalty payable to BKC by Franchisees. In developing your projections, you should make appropriate allowances for these and other expenses.

2. Labor and Fringe Benefits: This item includes wages and fringe benefits for salaried Restaurant managers and hourly workers. Labor expense is affected by staffing levels and the level of fringe benefits provided to employees, and by labor market conditions in the areas of the Restaurants and by mandated minimum wage levels. It does not include wages and fringe benefits for non-restaurant personneL Franchisees who

Hem 19 | 04/2012 (Amended 071^/2012) PaB? 80

elect to provide more limited fringe benefits to employees and who are more conservative in staffing levels may experience lower costs. Franchisees operating in areas with tighter labor markets may experience higher costs.

3. Repair & Maintenance: The cost of repairs and maintenance of the Restaurant building and equipment can - vary with the age and condition of the building. This does not include costs of improvements or remodeling

that may be required from time to time.

4. Utilities: This includes telephone, broadband services, water, gas, electricity and hauling of waste. These costs vary depending upon the region, area and/or government jurisdictions in which the Restaurant is located.

5. Other Expenses: This includes controllables, taxes and licensing fees, as well as POS related items. These costs vary depending upon the region, area and/or government jurisdictions in which the Restaurant is located.

(END OF ITEM 19]

Item 19 04/2012 (Amended 0710/2012) Page 81

Item 22

CONTRACTS

Attached as Exhibits are copies of BKC's current forms of agreements used in the offering of franchises, as follows:

EXHIBITS

A. Personal Profile Franchise Application (Individual/Owner-Operator and Entity) A - l . Personal Financial Statement A-2. New Development Application and General Release (Individual/Owner-Operator Ownership) A-3. New Development Application and General Release (Entity Ownership) A-4. Franchise Application and General Release Individual/Owner-Operator A-5. Franchise Application and General Release Entity A-6. Site Application A-7. New Development Application and General Release (Corporate) A-8. Franchise Application and General Release Corporate

B-1. Target Reservation Agreement B-2. Multiple Target Reservation Agreement

C. Franchise Agreement (Individual/Owner-Operator)

D. Franchise Agreement (Entity) D-l. Replacement Franchise Addendum D-2. Owner's Guaranty D-3. Non-Traditional WHOPPER® Bar Facility Addendum D-4. Non-Traditional WHOPPER® Bar Facility Addendum (Corporate)

E. Non-Traditional Facility Addendum (Individual/Owner-Operator). E-l . Non-Traditional Facility Addendum (Entity)

F. Franchise Agreement (Corporate) F-l . Non-Traditional Facility Addendum (Corporate)

G. Lease/Sublease Agreement G-l. BKG Addendum to BKL Lease/Sublease G-2. Deposit Agreement

H. Asset Purchase Agreement

I. Registered Agents 1-1. Regulatory Authorities

J. DMA Program Agreement (Investment Spending)

K. Website User Agreement

L. Employee Franchise Ownership Program Enrollment Agreement L - l . Acknowledgment and Release L-2. Addendum to Lease/Sublease Agreement L-3. Addendum to Franchise Agreement

M. Franchise Agreement Addendum (DIP/Owner-Operator) M-L Franchise Agreement Addendum (DIP/Corporate) M-2. Franchise Agreement Addendum (DIP/Entity)

Item 22 0 ^ | 04/2012 (Amended 0711 2012) Page 96

}

N . Rabobank Financing Documents (Construction Loan [and Security] Agreement) N - l . Rabobank Financing Documents (Construction Loan Promissory Note) N-2. Rabobank Financing Documents (Construction Loan Guaranty of Payment and Performance)

O. FTP Prnprnm Agreement O-L ITP Program Agreement - 1.ate F.ntrv (Owner-OneratoKt Q j . ITP Program Agreement - Late F.ntrv (Cornorale) 0-3. ITP Successor Franchise Addendum (Complete 20/20 Remodels) O - M . ITP Successor Franchise Addendum (Phased 20/20 Remodels)

Snceessor Franrhke Addendum f B K L - l P l

P.. Mall Incentive Prngram Addendum (Owner/Onerator) Ed* Mull Incentive Program Addendum (Entity* E;!* Mall Incentive Prngram Addendum (Cornorate)

Potential Franchise Sellers

(END OF ITEM 22]

Item 22 o ^ 04/2012 (Amended Wlfl/2012) P a9e 97

O 1I9IHX3

NEW EXHIBIT IMAGE TRANSFORMATION PROGRAM ("ITP")

PROGRAM AGREEMENT

THIS ITP PROGRAM AGREEMENT (the "Program Agreement") is made as of this day of , 20 , by and between BURGER KING CORPORATION, a Florida corporation ("BKC"), *.

(the "Franchisee"), and \ *, and * (collectively, the "GUARANTOR(S)") shall amend the Franchise Agreement(s) between the parties (the "Franchise Agreements)") under which Franchisee is licensed to own and operate the Burger King Restaurant(s) noted on Exhibit A attached hereto (the "Franchised Restaurants)"). BKC, Franchisee and Guarantor are parties to the Franchise Agreements) which will expire and terminate as set forth on Exhibit A.

NOW, THEREFORE, in consideration of the mutual terms, conditions and covenants hereinafter set forth and for other good and valuable consideration which each of the parties hereto acknowledge is sufficient to create a binding agreement, the parties agree as follows:

1. Definitions. For purposes of this Program Agreement, the term "Original Term of the Franchise Agreement" shall mean the date the Franchise Agreement is set to expire. All terms not specifically defined herein shall have the meaning ascribed to them in the Franchise Agreement.

2. Facility Inspection Report. Franchisee acknowledges that the Facility Inspection Reports (FIRs) attached hereto as Exhibit B accurately reflect the condition of the Franchised Restaurant(s) as of the date stated on such FIRs.

3. Amendment to Section 17. Notwithstanding anything contained in Section 17 of the Franchise Agreement regarding Franchisee's option to successor, if the Franchisee:

(1) improves, alters, remodels or rebuilds the interior and exterior of the Franchised Restaurant so that it reflects the "20/20 Image" as described under the Interior Remodel and Exterior Remodel portions of Exhibit C no later than December 31, 2012 (the "Complete 20/20 Remodel"); or

(2) improves, alters, remodels or rebuilds the interior and exterior of the Franchised Restaurant so that it reflects the "20/20 Image" as described under the Interior Refresh and Exterior Remodel portions of Exhibit C no later than December 31, 2012 (the "Phased 20/20 Remodel"); and

(3) the Franchisee is current in all of its financial obligations under all agreements it may have with BKC including but not limited to the Franchise Agreements), any BKL Leases, Investment Spending Contracts and promissory notes related to the Franchised Restaurants);

then:

(i) the form of Successor Franchise Agreement that BKC will offer to Franchisee, upon completion of the Complete 20/20 Remodel or the Phased 20/20 Remodel, will be the then current form of Successor Franchise Agreement offered by BKC in the U.S., with several material differences; and

(ii) the Successor Franchise Fee to be paid to BKC upon execution of such Successor Franchise Agreement (the "Successor Franchise Fee") shall be determined by taking the current Franchise Fee of $50,000 (for a 20 year standard term) and reducing it (the "Successor Franchise Fee Reduction") by subtracting (a) and then multiplying by (b) below:

(a) the Pro-rata Value of the Remaining Franchise Term, if any (b) 50%

(TP Program Agreement Exhibit 0(10/2012) BK #

For purposes of this Agreement the "Pro-rata Value of the Remaining Franchise Term" shall be determined by taking the Franchise Fee and dividing it by the number of calendar days that make up the full term of the Franchise Agreement (hereinafter referred to as the "Daily Fee") and multiplying the Daily Fee by the number of days remaining on the term of the Franchise Agreement on the date the Successor Franchise Agreement is executed by both parties. If the calculation above results in the Successor Franchise Fee being a number less than $10.00, then the Successor Franchise Fee shall be $10.00. The Successor Franchise Fee will be paid by Franchisee in three equal non-refundable installments; the first installment shall be paid upon execution of this Program Agreement; the second installment to be paid no later than December 31, 2012 and the third installment to be paid no later than December 31, 2013; and

(iii) If the Franchisee completes either the Complete 20/20 Remodel or the Phased 20/20 Remodel as described above, then BKC will reduce the applicable royalty rate under the Successor Franchise Agreement by 1% as described in the "ITP Incentive Value in U.S. Dollars" attached hereto as Exhibit Z ("Royalty Rate Reduction"). The Royalty Rate Reduction will have a yearly cap of $11,000 and a total cap (inclusive of the Successor Franchise Fee Reduction) of $120,000 and will be based on the expiration of the Original Term of the Franchise Agreement; and

(iv) If the Franchisee completes the Complete 20/20 Remodel as described above, then BKC will reduce the applicable advertising contribution rate under the Successor Franchise Agreement by .5% starting no earlier than January 1, 2012 and ending on a date four years thereafter as described in the "ITP Incentive Value in U.S. Dollars" attached hereto as Exhibit Z ("Advertising Contribution Reduction"). The Advertising Contribution Reduction will have a yearly cap of $7,500 and a total cap of $30,000.

4. Additional Remodel Requirements. Notwithstanding anything in the Franchise Agreement to the contrary regarding remodels during the term of the Franchise Agreement, if Franchisee completes either the Phased 20/20 Remodel or the Complete 20/20 Remodel the form of Successor Franchise Agreement that BKC will offer Franchisee will contain language that will require Franchisee to complete (a) an Interior and Exterior Refresh by December 31, 2024 or (b) an Interior Remodel by December 31, 2016 and an Interior and Exterior Refresh by December 31, 2024 (as described in Exhibit C to this Program Agreement).

5. Amendment to Section 9G. Section 9G of the Franchise Agreement is amended by adding the following sentence at the end of the paragraph: "In addition, BKC may require payment of royalty, advertising or the franchise fee using BKC's internet web portal called "BK® E-Pay." The Successor Franchise Agreement that Franchisee may execute pursuant to this Program Agreement will also contain the same language regarding BK® E-Pay.

6. Ramifications of Noncompliance.

In the event that Franchisee does not comply .with all the remodel obligations described in Section 3 of this Program Agreement by the dates stated herein, then a) BKC shall be entitled to keep any portion of the Successor Franchise Fee paid to BKC; b) BKC will not be obligated to grant a Successor Franchise Agreement with the favorable terms described herein and c) Franchisee's Option to Successor in Section 17 of the Franchise Agreement shall revert back to the previous language.

IN WITNESS WHEREOF, the parties hereby have caused this Program Agreement to be duly executed and delivered as a document under seal as of the day and year first written above.

BURGER KING CORPORATION FRANCHISEE:

*, a * corporation

By: By: Sr. Manager, Franchise Administration Print Name:.

fTP Program Agreement Exhibit 0(10/2012) BK#

Attest: Attest:. Franchise Development Specialist Print Name:

GUARANTOR:

ITP Program Agreement Exhibit 0(10/2012) BK#

EXHIBIT A

B K * ADDRESS EXPIRATION DATE

ITP Program Agreement Exhibit 0(10/2012) BK#

EXHIBIT B

FACILITY INSPECTION REPORTS

[to be provided and attached to this Program Agreement after the date first written above]

ITP Program Agreement Exhibit 0(10/2012) BK#

EXHIBIT C

* The actual scope of work required will depend on the condition of your restaurant and will be outlined in the Facility Inspection Report.

Interior Remodel

1. New Front Counter and Stainless Steel Drink Station

2. D6cor • Reconfigure dining room to BKC standard • Dining Room Package

o New Tables o New Booths o New Freestanding Tables o New Chairs/ Seating o New interior graphics

3. Interior Walls and Ceiling • Replace Wall covering (repaint, remove wallpaper, wainscot, etc.) • New Wall finishes (including wainscot, chair rails and window sills) • New Ceiling Finishes

4. Lighting

• Replace interior lighting with 20/20 image standards

5. Menu Boards: Paint Interior Menu Board Frame - Black

6. Interior Equipment - currently approved model is required • Drink Machine • Kitchen Equipment

7. Interior Doors • Repair or replace door to "new" condition

8. Other • Install Free WIFI • Install required Merchandising • Flat Screen T V. in the dining room

9. Restrooms: Upgrade restrooms to new condition and the 20/20 image

10. Bring interior (including restrooms) to comply with all federal, state, and local rules and regulations, including the Federal Americans with Disabilities Act

ITP Program Agreement Exhibit 0(10/2012) BK #

EXHIBIT C

11. Address all interior repair and maintenance issues according to BKC standards, including, but not limited to, the kitchen / back of house

Exterior Remodel

1. Signage • Pylon and Monument Signs

o Paint pylon pole / monument base - Black o Paint pylon pole cabinet - Silver

• Appendage Signs: Paint Cabinet - Black • All signage needs to be compliant with BKC standards and in "like new"

condition

2. Reader Boards: Paint Cabinet - Black

3. Roof and Wall Mounted Channel Letter Signs . • Maximize overall signage

• Replace BK Lens with Red • Paint Cabinet - Silver • Install HOTW Letters if mansard is removed • If the mansard is not removed, Burger King channel letters may be kept

as long as in "like new" condition • BK Logo -Added to the Tower

4. Directional Signs • Paint Pole / Cabinet - Black • Install new sign faces - Black

5. 20/20 Drive Thru Elements • Install Clearance Sign • Install DT Canopy with internal OCU • Bury Conduits to OCU • Paint Menu Board Cabinets - Black • Add DT Trash Receptacle with Black Lid • DT Equipment layout optimization • Brick/ block decorative base around menu and preview board

6. Parking Lot and Site Conditions • Seal & Stripe Parking Lot • Overlay if required per R&M Standards

7. Trash Enclosure • Paint Trash Enclosure and Gates • Install Merchandising Wrap, if allowed

8. Site Lighting • Bring lighting up to BKC Standard • Install 100 W MH Drop Down Lens Soffit Lights

ITP Program Agreement Exhibit 0(10/2012) BK#

EXHIBIT C

9. Landscaping / Walls / Fences

• Drive Thai Landscaping Upgrade

10. Enclose Recycle Bin Trash

11. Playgrounds • Paint Playground Fence • |f playground is removed, create additional seating, parking or

landscaping area as approved by BKC 12. Building Exterior & Walls

• Paint Walls - Brick / block as necessary • Install 20/20 Surrounds • Install HOTW Script Letters. Restrictions may apply • Install Archons at building front and entrance • Install Image Elements per BKC requirements

13. Mansard Roof • Install Silver Standing Seam Metal Roof • Light band must be according to BKC standards

14. Doors & Windows • Replace DT Windows if small (12") Bump Out present

• Corrugated metal elements under all drive thru windows Snap frames on all drive thru sides

15. Other Building Requirements • Roof Certification • HVAC Certification

16. New Exterior Merchandising, including, but limited to: • WHOPPER® Billboard • Exterior Snap frame content as determined during Walk-Thru • Updated inserts for Reader Boards

17. Bring exterior to comply with all federal, state, and local rules and regulations, including the Federal Americans with Disabilities Act

18. Address all repair and maintenance issues according to BKC standards

ITP Program Agreement Exhibit 0(10/2012) BK #

EXHIBIT C

l«g*m6BamB!m

Interior Refresh

1. D6cor • Reconfigure dining room to BKC updated standard • New high-top table with electrical outlets for laptop use • New Bar Stools for the new high top table • Replace Table Tops • Replace Freestanding Chairs and swivel seating • Refurbish Booths (new back pads) or add 20/20 booths, if none exist

2. Interior Walls/Ceiling: • Repair Wall Coverings (remove wall paper, repaint, replace wainscot,

etc.) ' • Repair Ceiling Finishes

3. Lighting: • Repair interior lighting and remove interior pendants

4. Menu Boards: • Paint Interior Menu Board Frame - Black

5. Interior Equipment: • Drink Machine must be in good working condition • DT Equipment

6. Repair/ refurbish Interior Doors

7. Other: • Install Free WIFI • Install required Merchandising • Flat Screen T V. in the dining room • Address all consumer facing R&M issues identified during walk-thru

8. Address all interior repair and maintenance issues according to BKC standards, including, but not limited to, the kitchen / back of house

Exterior Remodel

1. Signage • Pylon and Monument Signs

o Paint pylon pole / monument base - Black o Paint pylon pole cabinet - Silver

• Appendage Signs: Paint Cabinet - Black

ITP Program Agreement Exhibit 0(10/2012) B K * _

EXHIBIT C

• All signage needs to be compliant with BKC standards and in "like new" condition

2. Reader Boards: Paint Cabinet - Black

3. Roof and Wall Mounted Channel Letter Signs • Maximize overall signage • Replace BK Lens with Red • Paint Cabinet - Silver • Install HOTW Letters if mansard is removed . if the mansard is not removed, Burger King channel letters may be kept

as long as in "like new" condition • BK Logo -Added to the Tower

4. Directional Signs • Paint Pole / Cabinet - Black • Install new sign faces - Black

5. 20/20 Drive Thru Elements • Install Clearance Sign • Install DT Canopy with internal OCU • Bury Conduits to OCU • Paint Menu Board Cabinets - Black • Add DT Trash Receptacle with Black Lid • DT Equipment layout optimization • Brick/ block decorative base around menu and preview board

6. Parking Lot and Site Conditions • Seal & Stripe Parking Lot • Overlay if required per R&M Standards

7. Trash Enclosure • Paint Trash Enclosure and Gates • Install Merchandising Wrap, if allowed

8. Site Lighting • Bring lighting up to BKC Standard • Install 100 W MH Drop Down Lens Soffit Lights

9. Landscaping / Walls / Fences

• Drive Thru Landscaping Upgrade

10. Enclose Recycle Bin Trash

11. Playgrounds • Paint Playground Fence • |f playground is removed, create additional seating, parking or

landscaping area as approved by BKC U P Program Agreement Exhibit 0(10/2012)

B K # - 10

EXHIBIT C

12. Building Exterior & Walls • Paint Walls - Brick / block as necessary • Install 20/20 Surrounds • Install HOTW Script Letters. Restrictions may apply • Install Archons at building front and entrance • Install Image Elements per BKC standards

13. Mansard Roof • Install Silver Standing Seam Metal Roof • Light band must be according to BKC standards.

14. Doors & Windows • Replace DT Windows if small (12") Bump Out present • Corrugated metal elements under all drive thru windows • Snap frames on all drive thru sides

15. Other Building Requirements • Roof Certification • HVAC Certification

16. New Exterior Merchandising, including, but limited to: • Whopper Billboard • Exterior Snap frame content as determined during Walk-Thru • Updated inserts for Reader Boards

17. Bring exterior to comply with all federal, state, and local rules and regulations, including the Federal Americans with Disabilities Act

18. Address all repair and maintenance issues according to BKC standards

^ ^ ^ ^ ^

1. New Front Counter and Stainless Steel Drink Station

2. D6cor • Reconfigure dining room'to BKC standard • Dining Room Package

o New Tables o New Booths o New Freestanding Tables o New Chairs/ Seating o New interior graphics

3. Interior Walls and Ceiling • Replace Wall covering (repaint, remove wallpaper, wainscot, etc.)

ITP Program Agreement Exhibit 0(10/2012) BK#

11

EXHIBIT C

• New Wall finishes (including wainscot, chair rails and window sills) • New Ceiling Finishes

4. Lighting

• Replace interior lighting with 20/20 image standards

5. Menu Boards: Paint Interior Menu Board Frame - Black

6. Interior Equipment - currently approved model is required • Drink Machine • Kitchen Equipment

7. Interior Doors • Repair or replace door to "new" condition

8. Other • Install Free WIFI • Install required Merchandising • Flat Screen T.V. in the dining room

9. Restrooms: Upgrade restrooms to new condition and the 20/20 image

10. Bring interior (including restrooms) to comply with all federal, state, and local rules and regulations, including the Federal Americans with Disabilities Act

11. Address all interior repair and maintenance issues according to BKC standards, including, but not limited to, the kitchen / back of house

Interior Refresh

1. Upgrade Front and Drink Station Counters

2. D6cor • Reconfigure dining room to BKC updated standard • Replace Table Tops • Replace seating, booths may not be required • Refurbish Booths (new back pads)

3. Interior Walls/Ceiling: . Repair Wall Coverings (remove wall paper, repaint, replace wainscot,

etc.)

4. Lighting • Repair interior lighting

ITP Program Agreement Exhibit 0(10/2012) BK#

12

EXHIBIT C

5. Menu Boards • Paint Interior Menu Board Frame

6. Interior Equipment

• Drink Machine must be in good working condition

7. Repair/ refurbish Interior Doors

8. Other • Install required Merchandising

9. Address all interior repair and maintenance issues according to BKC standards, including, but not limited to, the kitchen / back of house

Exterior Refresh

Note: Colors must be in compliance with the current BKC standards.

1. Signage: • Pylon and Monument Signs

o Paint pylon pole / monument base o Paint pylon pole cabinet

• Appendage Signs: Paint Cabinet • All signage needs to be compliant with BKC standards and in excellent

condition

2. Reader Boards: • Paint Cabinet

3. Roof and Wall Mounted Channel Letter Signs • Paint Cabinet

4. Directional Signs • Paint Pole/Cabinet

5. Parking Lot and Site Conditions • Seal & Stripe Parking Lot or overlay if required

6. Trash Enclosure • Paint Trash Enclosure and Gates • Install Merchandising Wrap , if allowed

7. Playgrounds • Paint Playground Fence • If playground is removed, create additional seating, parking or

landscaping area as approved by BKC

8. Building Exterior & Walls • Paint Walls - Brick / Block as necessary

U P Program Agreement Exhibit 0(10/2012) BK#

13

EXHIBIT C

9. Mansard Roof

• Light band must be 100% functional and continuous LED lens

10. Update Exterior Merchandising as determined by BKC

11. Comply with all federal, state and local rules and regulations

12. Address all repair and maintenance issues according to BKC standards

ITP Program Agreement Exhibit 0(10/2012) BK #

14

EXHIBIT C

The exterior qualifying designs by building types are as follows:

W m a o K G p t G n m m ^ B u H d i m t V P e m M ^m^DMpdbnwm:'m 20/20 Standard All Full removal of mansard roof

20/20 Hybrid All Vertical facade with partial mansard roof removal

20/20 Wall All except 2000, 2500, 2502, 2599, 74, 94 and Slice

Exterior facade on one side of the building; full mansard

20/20 Blade All except 2000, 2500, 2502, 2599, 74, 94, and Slice

Vertical or Perpendicular tower elements

U P Program Agreement Exhibit 0(10/2012) BK#

15

EXHIBITZ

ITP INCENTIVE VALUE IN U.S. DOLLARS

Franchise Agreement Expiration

Additional Term 1

Franchise Fee Pro­rata (a)

Discount (b)

Payment2

(a)-(b) 1% Royalty Incentive*

Total Discount 4

2011 20 50,000 25,000 25,000 11,000 36,000

2012 19 47,500 23,750 23,750 22,000 45,750

2013 18 45,000 22,500 . 22,500 33,000 55,500 .

2014 17 42,500 21,250 21,250 44,000 65,250

2015 16 40,000 20,000 20,000 55,000 75,000

2016 15 37,500 18,750 18,750 66,000 84,750

2017 14 35,000 17,500 17,500 77,000 94,500

2018 13 32,500 16,250 16,250 88,000 104,250

2019 12 30,000 15,000 15,000 99,000 114,000

2020 11 27,500 13,750 13,750 106,250 120,000

2021 10 25,000 12,500 12,500 107,500 120,000

2022 9 22,500 11,250 11,250 99,000 110,250

2023 8 20,000 10,000 10,000 88,000 98,000

2024 7 17,500 8,750 8,750 77,000 85,750

2025 6 15,000 7,500 7,500 66,000 73,500

2026 5 12,500 6,250 6,250 55,000 61,250

2027 4 10,000 5,000 5,000 44,000 49,000

2028 3 7,500 3,750 3,750 33,000 36,750

2029 2 5,000 , 2,500 2,500 22,000 24,500

2030 1 2,500 1,250 1,250 11,000 12,250

2011 Renewals or Prior Renewals with Deferred Remodels: Will be granted a 1% Royalty Rate Reduction for one year, regardless of term remaining. The $11,000 annual cap will apply.

2012-2021 Renewals: Will be granted a 1% Royalty Rate Reduction for one year. Separately, a 1% Royalty Rate Reduction will be given for any term remaining on their current Franchise Agreement as described in the chart above. The $11,000 annual cap still applies.

2022-2030 Renewals: Will be granted a 1% Royalty Rate Reduction for any additional term purchased. The $11,000 cap still applies.

1 Property control for the full 20-year term of the Successor Franchise Agreement must be secured. Under exceptional circumstances BKC may allow you to participate in ITP if you cannot acquire 20 years of property control, but under no circumstances wUI property control of less than 15 years be approved 2 Paid in three equal annual installments 3 Maximum Annual Royalty Rate Reduction - Your actual incentive may be less based on your average restaurant sales volume 4 Total Incentive Program Cap of$120,000, inclusive of Franchise Fee Reduction.

ITP Program Agreement Exhibit O{10/2012) BK #

16

konaiHxa

NEW EXHIBIT

IMAGE TRANSFORMATION PROGRAM ("ITP") PROGRAM AGREEMENT

THIS ITP PROGRAM AGREEMENT (the "Program Agreement") i is made as of this day of. , Enter current year (ie 2010), by and between BURGER KING CORPORATION.

a Florida corporation ("BKC"), aManagingOwner*. «OwnerManagingDirector», «Owner_1», «Owner_2», «Owner_3» and «Owner_4» (the "Franchisee") shall amend the Franchise Agreement(s) between the parties (the "Franchise Agreements)") under which Franchisee is licensed to own and operate the Burger King Restaurant(s) noted on Exhibit A attached hereto (the "Franchised Restaurants)"). BKC and Franchisee are parties to the Franchise Agreement(s) which will expire and terminate as set forth on Exhibit A.

NOW, THEREFORE, in consideration of the mutual terms, conditions and covenants hereinafter set forth and for other good and valuable consideration which each of the parties hereto acknowledge is sufficient to create a binding agreement, the parties agree as follows:

1 Definitions. For purposes of this Program Agreement, the term "Original Term of the Franchise Agreement" shall mean the date the Franchise Agreement is set to expire. All terms not specifically defined herein shall have the meaning ascribed to them in the Franchise Agreement

2 ' Facilftv Inspection Report. Franchisee acknowledges that the Facility Inspection Reports (FIRs) attached hereto as Exhibit B accurately reflect the condition of the Franchised Restaurant(s) as of the date stated on such FIRs.

3. Amendment to Section 17. Notwithstanding anything contained in Section 17 of the Franchise Agreement regarding Franchisee's option to successor, if the Franchisee:

(1) improves, alters, remodels or rebuilds the interior and exterior of the Franchised Restaurant so that it reflects the "20/20 Image" as described under the Interior Remodel and Exterior Remodel portions of Exhibit C as follows: (i) the Interior Remodel no later than December 31, 2012 and (ii) the Exterior Remodel no later than March 31, 2013 (the "ITP Late Entry Remodel"); and

(2) the Franchisee is current in all of its financial obligations under all agreements it may have with BKC including but not limited to the Franchise Agreements), any BKL Leases, Investment Spending Contracts and promissory notes related to the Franchised Restaurants);

then:

(i) the form of Successor Franchise Agreement that BKC will offer to Franchisee, upon completion of the ITP Late Entry Remodel, will be the then current form of Successor Franchise Agreement offered by BKC in the U.S., with several material differences; and

(ii) the Successor Franchise Fee to be paid to BKC upon execution of such Successor Franchise Agreement (the "Successor Franchise Fee") shall be determined by taking the current Franchise Fee of $50,000 (for a 20 year standard term) and reducing it (the "Successor Franchise Fee Reduction") by subtracting (a) and then multiplying by (b) below:

(a) the Pro-rata Value of the Remaining Franchise Term, if any (b) 50%

ITP Program Agreement - Late Entry (Owner-Operator) Exhibit 0-1 (10/2012) BK #«RestNo»

F o r p u ^ s e s ^ ^ A g r e e m e ^ ^ ^ s ^ b e ^ ^ o e d b y t ^ ^ m a k e o p ^ e ^ ^ r m o f ^ F r a ^ s e A ^ m ^ ^ ^ and mu^yiog t h e o r y Fee by the number of days rema^ Agreement en the date the Successor Franchise Agreement is executed by be^^ If the calculation above results in the Successor Franchise Fee beinganumber less than $1000^ the Successor Franchise Fee shall be $10 00 The Successor Franchise Fee will be paid by Franchisee in three equal non refundable installments; the first installment shall b execution of this Program Agreement; the second installment to be paid no later than Decembers.2012 and the third installmentto be paid no laterthan December 31,2013; and

(iii) if the Franchisee completes the ITP Late Entry Remodel as described above, then SKC will reduce the applicable royalty rate under the Successor Franchise Agreement by 1% as described in the "ITP Incentive Valued ("Royalty Rate Reduction^The Royalty Pate Reduction will haveayeariy cap of$11,000 a total cap (inclusive ofthe Successor Franchise Fee Reduction) of$120,000 and will be based on theexpiration ofthe DriginalTerm ofthe Franchise Agreement; and

(Iv) If the Franchisee completes the ITP Late Entry Remodel as described above, then SKC will reduce the applicable advertising contribution rate under the Successor France Agreementby 5% starting no earlier than January 1,2012 and ending onadate four years thereafter as described in the "ITP Incentive Value in O S Dollar attached hereto as ^ ("Advertising Contribution Reduction") The Advertising Contribution Reduction will haveayeari capof$7,500andatotalcapof$30,000

^ Additional Remodel Reoulremente. Notwithstanding anything in the Franchise Agreement to the contrary regarding remodels during the term ofthe Franchise Agreement, if Franchisee com ITP l^ teEnt^ Remodel the form of Successor Franchise Agreement that SKC will offer Franchisee will contain languagethatwill require Franchisee tocomplete(a)an Interior and Exterior Refresh by December 31, 2024 or (b) an Interior Remodel by December 31, 2018 and an Interior and Exterior Refresh by Oecember31,2024 (as described in ExhibitCto this Program Agreement)

^ Amendmentto S e c t i o n s Section 9C ofthe Franchise Agreement is amended by adding the following sentence at the end of the paragraph: "In addition, SKC may require payment of royalty, advertising or the franchise fee using SKCs internet web portal called "SK^EPay^ The Successor FranchiseAgreementthat Franchisee mayexecutepursuanttothis Program Agreementwill also contain

the same language regarding S K ^ E P a y

8 RamlficatloneofNoncomollance. In the eventthat Franchisee does not complywith all the remodel obligations described in Section

3ofthis ProgramAgreementbythedates stated herein, thena)SKCshallbeentitledtokeepanyportion oftheSuccessorFranchiseFeepaidtoEKC;b)SKCwillnotbeobligatedtograntaSucce^ Agreementwith the favorable terms described herein and c) Franchisee's Cption to SuccessorinSec^^ 17oftheFranchiseAgreementshall revert back to the previous language

(TP Program Agreement - Late Entry (Owner-Operator) Exhibit 0-1 (10/2012) BK #«RestNo»

IN WITNESS WHEREOF, the parties hereby have caused this Program Agreement to be duly executed and delivered as a document under seal as of the day and year first written above.

BURGER KING CORPORATION

By: Sr. Manager, Franchise Administration

Attest: Franchise Development Specialist

FRANCHISEE:

«ManagingOwnen>

«OwnerManagingDirector»

«Owner 1»

<(Owner 2»

«Owner 3»

a Owner 4»

ITP Program Agreement - Late Entry (Owner-Operator) Exhibit 0-1 (10/2012) BK #«RestNo»

3

EXHIBIT A

BK# ADDRESS EXPIRATION DATE

«RestNo» <iRestAddLn1» . «ExpirationDt» or «RestAddLn2» aFAExpirationDt» or <£RestAddLn3» «SucsrExpDt» «RestCity» «RestStateProvCd» oRestPostalCd»

REMINDER: Enter other BK# (if applicable)

REMINDER: add BK# in Footer

REMINDER: Check Ownership Information

ITP Program Agreement - Late Entry (Owner-Operator) Exhibit O-l (10/2012) BK #«RestNo»

4

EXHIBIT B

FACILITY INSPECTION REPORTS

See Attached

TTP Program Agreement - Late Entry (Owner-Operator) Exhibit 0-1 (10/2012) BK #«RestNo»

EXHIBIT C

* The actual scope of work required will depend on the condition of your restaurant and will be outlined in the Facility Inspection Report.

Interior Remodel

1. New Front Counter and Stainless Steel Drink Station

2. D6cor • Reconfigure dining room to BKC standard • Dining Room Package

o New Tables o New Booths o New Freestanding Tables o New Chairs/ Seating o New interior graphics

3. Interior Walls and Ceiling • Replace Wall covering (repaint, remove wallpaper, wainscot, etc.) • New Wall finishes (including wainscot, chair rails and window sills) • New Ceiling Finishes

4. Lighting

• Replace interior lighting with 20/20 image standards

5. Menu Boards: Paint Interior Menu Board Frame - Black

6. Interior Equipment - currently approved model is required • Drink Machine • Kitchen Equipment

7. Interior Doors • Repair or replace door to "new" condition

8. Other ' • Install Free WIFI . Install required Merchandising • Flat Screen T V. in the dining room

9. Restrooms: Upgrade restrooms to new condition and the 20/20 image

10. Bring interior (including restrooms) to comply with all federal, state, and local rules and regulations, including the Federal Americans with Disabilities Act

11. Address all interior repair and maintenance issues according to BKC standards, including, but not limited to. the kitchen / back of house

[TP Program Agreement - Late Entry (Owner-Operator) Exhibit O-l (10/2012) BK #«RestNo»

6

EXHIBIT C

Exterior Remodel

1. Signage • Pylon and Monument Signs

o Paint pylon pole / monument base - Black o Paint pylori pole cabinet - Silver

• Appendage Signs: Paint Cabinet - Black • All signage needs to be compliant with BKC standards and in "like new" condition

2. Reader Boards: Paint Cabinet - Black

3. Roof and Wall Mounted Channel Letter Signs • Maximize overall signage • Replace BK Lens with Red • Paint Cabinet - Silver • Install HOTW Letters if mansard is removed . If the mansard is hot removed, Burger King channel letters may be kept as long as in like

new" condition • BK Logo -Added to the Tower

4. Directional Signs • Paint Pole / Cabinet - Black • Install new sign faces - Black

5. 20/20 Drive Thru Elements • Install Clearance Sign • Install DT Canopy with internal OCU • Bury Conduits to OCU • Paint Menu Board Cabinets - Black • Add DT Trash Receptacle with Black Lid • DT Equipment layout optimization • Brick/ block decorative base around menu and preview board

6. Parking Lot and Site Conditions • Seal & Stripe Parking Lot • Overlay if required per R&M Standards

7. Trash Enclosure $ Paint Trash Enclosure and Gates • install Merchandising Wrap, if allowed

8. Site Lighting • Bring lighting up to BKC Standard • Install 100 W MH Drop Down Lens Soffit Lights

9. Landscaping / Walls / Fences . Drive Thru Landscaping Upgrade

10. Enclose Recycle Bin Trash

11. Playgrounds • Paint Playground Fence . If playground is removed, create additional seating, parking or landscaping area as

approved by BKC ITP Program Agreement - Late Entry (Owner-Operator) Exhibit CM (10/2012) BK #«RestNo»

EXHIBIT C

12. Building Exterior & Walls • Paint Walls - Brick / block as necessary • Install 20/20 Surrounds • Install HOTW Script Letters. Restrictions may apply • install Archons at building front and entrance • Install Image Elements per BKC requirements .

13. Mansard Roof • Install Silver Standing Seam Metal Roof • Light band must be according to BKC standards

14. Doors & Windows . Replace DT Windows if small (12") Bump Out present • Corrugated metal elements under all drive thru windows • Snap frames on all drive thru sides

15. Other Building Requirements • Roof Certification • HVAC Certification

16. New Exterior Merchandising, including, but limited to: • WHOPPER* Billboard • Exterior Snap frame content as determined during Walk-Thru • Updated inserts for Reader Boards

17. Bring exterior to comply with all federal, state, and local rules and regulations, including the Federal Americans with Disabilities Act

18. Address all repair and maintenance issues according to BKC standards

^ ^ ^ ^

Interior Refresh

1. D6cor • Reconfigure dining room to BKC updated standard • New high-top table with electrical outlets for laptop use • New Bar Stools for the new high top table • Replace Table Tops • Replace Freestanding Chairs and swivel seating • Refurbish Booths (new back pads) or add 20/20 booths, if none exist

2. Interior Walls/Ceiling: • Repair Wall Coverings (remove wall paper, repaint, replace wainscot, etc.) • Repair Ceiling Finishes

3. Lighting: • Repair interior lighting and remove interior pendants

4. Menu Boards: • Paint Interior Menu Board Frame - Black

ITP Program Agreement - Late Entry (Owner-Operator) Exhibit O-l (10/2012) BK #«RestNo>

EXHIBIT C

5. Interior Equipment: • Drink Machine must be in good working condition • DT Equipment

6. Repair/ refurbish Interior Doors

7: Other: • Install Free WIFI • Install required Merchandising • Flat Screen T.V. in the dining room • Address all consumer facing R&M issues identified during walk-thru

8. Address all interior repair and maintenance issues according to BKC standards, including, but not limited to, the kitchen / back of house

Exterior Remodel

1. Signage • Pylon and Monument Signs

o Paint pylon pole / monument base - Black o Paint pylon pole cabinet - Silver

• Appendage Signs: Paint Cabinet - Black • All signage needs to be compliant with BKC standards and in "like new" condition

2. Reader Boards: Paint Cabinet - Black

3. Roof and Wall Mounted Channel Letter Signs • Maximize overall signage • Replace BK Lens with Red • Paint Cabinet - Silver • Install HOTW Letters if mansard is removed • If the mansard is not removed, Burger King channel letters may be kept as long as in "like

new" condition • BK Logo -Added to the Tower

4. Directional Signs • Paint Pole / Cabinet - Black • Install new sign faces - Black

5. 20/20 Drive Thru Elements • Install Clearance Sign • Install DT Canopy with internal OCU • Bury Conduits to OCU $ Paint Menu Board Cabinets - Black • Add DT Trash Receptacle with Black Lid • DT Equipment layout optimization • . Brick/ block decorative base around menu and preview board

6. Parking Lot and Site Conditions • Seal & Stripe Parking Lot • Overlay if required per R&M Standards

7. Trash Enclosure ITP Program Agreement - Late Entry (Owner-Operator) Exhibit a i (10/2012) BK #«RestNo»

EXHIBIT G

• Paint Trash Enclosure and Gates • Install Merchandising Wrap, if allowed

8. Site Lighting • Bring lighting up to BKC Standard • Install 100 W MH Drop Down Lens Soffit Lights

9. Landscaping / Walls / Fences.

• Drive Thru Landscaping Upgrade

10. Enclose Recycle Bin Trash

11. Playgrounds • Paint Playground Fence • If playground is removed, create additional seating, parking or landscaping area as

approved by BKC 12. Building Exterior & Walls

• Paint Walls - Brick / block as necessary • Install 20/20 Surrounds • Install HOTW Script Letters. Restrictions may apply • Install Archons at building front and entrance • Install Image Elements per BKC standards

13. Mansard Roof . install Silver Standing Seam Metal Roof • Light band must be according to BKC standards.

14. Doors & Windows . Replace DT Windows if small (12") Bump Out present • Corrugated metal elements under all drive thru windows • Snap frames on all drive thru sides

15. Other Building Requirements • Roof Certification . HVAC Certification .

16. New Exterior Merchandising, including, but limited to: • Whopper Billboard • Exterior Snap frame content as determined during Walk-Thru • Updated inserts for Reader Boards

17. Bring exterior to comply with all federal, state, and local rules and regulations, including the Federal Americans with Disabilities Act

18. Address all repair and maintenance issues according to BKC standards

s ^ ^ ^ ' J T - ^ ^ * u i y r j > * V , ' t

1. New Front Counter and Stainless Steel Drink Station

2 DAcor ITP Program Agreement - Late Entry (Owner-Operator) Exhibit O-l (10/2012) BK #«RestNo»

10

EXHIBIT C

• Reconfigure dining room to BKC standard • Dining Room Package

o New Tables o New Booths o New Freestanding Tables o New Chairs/ Seating o New interior graphics

3. Interior Walls and Ceiling • Replace Wall covering (repaint, remove wallpaper, wainscot, etc.) • New Wall finishes (including wainscot, chair rails and window sills) • New Ceiling Finishes

4. Lighting

• Replace interior lighting with 20/20 image standards

5. Menu Boards: Paint Interior Menu Board Frame - Black

6. interior Equipment - currently approved model is required • Drink Machine • Kitchen Equipment

7. Interior Doors • Repair or replace door to "new" condition

8. Other • Install Free WIFI • Install required Merchandising • Flat Screen T.V. in the dining room

' 9. Restrooms: Upgrade restrooms to new condition and the 20/20 image

10. Bring interior (including restrooms) to comply with all federal, state; and local rules and regulations, including the Federal Americans with Disabilities Act

11. Address all interior repair and maintenance issues according to BKC standards, including, but not limited to, the kitchen / back of house

iMM # im»N&#(WM%PHmaKBm Interior Refresh

1. Upgrade Front and Drink Station Counters

2. D6cor • Reconfigure dining room to BKC updated standard • Replace Table Tops • Replace seating, booths may not be required • Refurbish Booths (new back pads)

3. Interior Walls/Ceiling: • Repair Wall Coverings (remove wall paper, repaint, replace wainscot, etc.)

ITP Program Agreement - Late Entry (Owner-Operator) Exhibit 0-1 (10/2012) BK #«RestNo»

11

EXHIBIT C

4. Lighting • Repair interior lighting

5. Menu Boards • Paint Interior Menu Board,Frame

6. Interior Equipment

• Drink Machine must be in good working condition

7. Repair/ refurbish Interior Doors

8. Other • Install required Merchandising

9. Address all interior repair and maintenance issues according to BKC standards, including, but not limited to, the kitchen / back of house

Exterior Refresh

Note: Colors must be In compliance with the current BKC standards.

1. Signage: • Pylon and Monument Signs

o Paint pylon pole / monument base o Paint pylon pole cabinet

• Appendage Sighs: Paint Cabinet • All signage needs to be compliant with BKC standards and in excellent condition

2. Reader Boards: • Paint Cabinet

3. Roof and Wall Mounted Channel Letter Signs • Paint Cabinet

4. Directional Signs • Paint Pole / Cabinet

5. Parking Lot and Site Conditions $ Seal & Stripe Parking Lot or overlay if required

6. Trash Enclosure • Paint Trash Enclosure and Gates • Install Merchandising Wrap , if allowed

7. Playgrounds • Paint Playground Fence • ' If playground is removed, create additional seating, parking or landscaping area as

approved by BKC

8. Building Exterior & Walls • Paint Walls - Brick / Block as necessary

9. Mansard Roof • Light band must be 100% functional and continuous LED lens

ITP Program Agreement - Late Entry (Owner-Operator) Exhibit O-t (10/2012) BK #cRestNo»

EXHIBIT C

10. Update Exterior Merchandising as determined by BKC

11. Comply with all federal, state and local rules and regulations

12. Address all repair and maintenance issues according to BKC standards

ITP Program Agreement - Late Entry (Owner-Operator) Exhibit 0-1 (10/2012) BK #aRestNo»

EXHIBIT C

The exterior qualifying designs by building types-are as follows:

a B # n m W * * B W 8 a % m u l l d i n g # p e s ^ m ^m^xommo^mw^ 20/20 Standard All Full removal of mansard roof

20/20 Hybrid All Vertical facade with partial mansard roof removal

20/20 Wall All except 2000, 2500, 2502, 2599, 74, 94 and Slice

Exterior facade on one side of the building; full mansard

20/20 Blade All except 2000, 2500, 2502, 2599, 74, 94, and Slice

Vertical or Perpendicular tower elements

ITP Program Agreement - Late Entry (Owner-Operator) Exhibit O-l (10/2012) BK #«RestNo»

14

EXHIBITZ

ITP INCENTIVE VALUE IN U.S. DOLLARS

2011 Renewals or Prior Renewals with Deferred Remodels: Will be granted a 1% Royalty Rate Reduction for one year, regardless of term remaining. The $11,000 annual cap will apply.

2012-2021 Renewals: Will be granted a 1% Royalty Rate Reduction for one year. Separately, a 1% Royalty Rate Reduction will be given for any term remaining on their current Franchise Agreement as described in the chart above. The $11,000 annual cap still applies.

2022-2030 Renewals: Will be granted a 1% Royalty Rate Reduction for any additional term purchased. The $11,000 cap still applies.

Franchise Agreement Expiration

Additional Term 1

Franchise Fee Pro-rata

(a)

Discount (b)

Payment2

(a)-(b) 1% Royalty Incentive7

Total Discount 4

2011 20 . 50,000 25,000 25,000 11,000 36.000

2012 19 47,500 23,750 23,750 22,000 45,750

2013 18 45,000 22,500 22,500 33,000 55.500

2014 17 42,500 21,250 21,250 44,000 65,250

2015 16 40,000 20,000 20,000 55,000 75,000

2016 15 37,500 18,750 18,750 66,000 84,750

2017 14 35,000 17.500 17,500 77,000 94,500

2018 13 32,500 . 16,250 16,250 88,000 104.250

2019 12 30,000 15,000 15,000 99,000 114,000

2020 11 27,500 13,750 13,750 106,250 -120.000

2021 10 25,000 12,500 12,500 107,500 120,000

2022 9 22,500 11,250 11,250 99,000 110,250

2023 8 20,000 10,000 10,000 88,000 98,000

2024 7 17,500 8,750 8,750 77,000 85,750

2025 6 15,000 7,500 7,500 66,000 73,500

2026 . 5 12,500 6,250 6,250 55,000 61,250

2027 4 10,000 5,000 5,000 44,000 49,000

2028 3 7,500 3,750 3,750 33,000 36,750

2029 2 5,000 2,500 2,500 22,000 24,500

2030 1 2,500 1,250 1,250 11,000 12,250

' Property control for the full 20-year term of the Successor Franchise Agreement must be secured. Under exceptfona/ circumstances BKC may allow you to participate in ITP if you cannot acquire 20 years of property control, but under no circumstances will property control of less than 15 years be approved 2 Paid in three equal annual installments 3 Maximum Annual Royalty Rate Reduction - Your actual incentive may be less based on your average restaurant sales volume 4 Total Incentive Program Cap of $120,000, inclusive of Franchise Fee Reduction.

ITP Program Agreement - Late Entry (Owner-Operator) Exhibit 0-1 (10/2012) BK #«RestNo»

EXHIBIT 0-2

NEW EXHIBIT

IMAGE TRANSFORMATION PROGRAM ("ITP") PROGRAM AGREEMENT

THIS ITP PROGRAM AGREEMENT (the "Program Agreement") is made as of this d a y 0 f . , Enter current year (ie 2010), by and between BURGER

KING CORPORATION, a Florida corporation ("BKC"). (OwnerEntityOpComp*. a «OwnerStatelnCorpi> «OwnerTypeCorp», (the "Franchisee"), and «ManagingOwner», «OwnerManagingDirector», aOwner_1», «Owner 2» «Owner_3» and «Owner_4i> (collectively, the "GUARANTOR(S)") shall amend the Franchise Agreements) between the parties (the "Franchise Agreements)") under which Franchisee is licensed to own and operate the Burger King Restaurants) noted on Exhibit A attached hereto (the "Franchised Restaurants)").

NOW, THEREFORE, in consideration of the mutual terms, conditions and covenants hereinafter set forth and for other good and valuable consideration which each of the parties hereto acknowledge is sufficient to create a binding agreement, the parties agree as follows:

1 Definitions. For purposes of this Program Agreement, the term "Original Term of the Franchise Agreement" shall mean the date the Franchise Agreement is set to expire. All terms not specifically defined herein shall have the meaning ascribed to them in the Franchise Agreement.

2 Facility Inspection Report Franchisee acknowledges that the Facility Inspection Reports (FIRs) attached hereto as Exhibit B accurately reflect the condition of the Franchised Restaurant(s) as of the date stated on such FIRs.

3. Amendment to Section 17. Notwithstanding anything contained in Section 17 of the Franchise Agreement regarding Franchisee's option to successor, if the Franchisee:

(1) improves, alters, remodels or rebuilds the interior and exterior of the Franchised Restaurant so that it reflects the "20/20 Image" as described under the Interior Remodel and Exterior Remodel portions of Exhibit C as follows: (i) the Interior Remodel no later than December 31, 2012 and (ii) the Exterior Remodel no later than March 31, 2013 (the "ITP Late Entry Remodel"); and

(2) the Franchisee is current in all of its financial obligations under all agreements it may have with BKC including but not limited to the Franchise Agreement(s). any BKL Leases, Investment Spending Contracts and promissory notes related to the Franchised Restaurant(s);

then:

(i) the form of Successor Franchise Agreement that BKC will offer to Franchisee, upon completion of the ITP Late Entry Remodel, will be the then current form of Successor Franchise Agreement offered by BKC in the U.S., with several material differences; and

(ii) the Successor Franchise Fee to be paid to BKC upon execution of such Successor Franchise Agreement (the "Successor Franchise Fee") shall be determined by taking the current Franchise Fee of $50,000 (for a 20 year standard term) and reducing it (the "Successor Franchise Fee Reduction") by subtracting (a) and then multiplying by (b) below:

(a) the Pro-rata Value of the Remaining Franchise Term, if any (b) 50%

For purposes of this Agreement the "Pro-rata Value of the Remaining Franchise Term-shall be determined by taking the Franchise Fee and dividing it by the number of calendar days

U P Program Agreement - Late Entry (Corporate) Exhibit 0-2 (10/2012) BK #«RestNo»

# # # # # #

(iii) If the Franchisee completes the ITP Late Entry Remodel as described above,

Tr^^^^^^^^r^^l ^ ^ - x i ^ ^ r j z ^ s ^ ^ ^ the expiration of the Original Term of the Franchise Agreement; and

(iv) If the Franchisee completes the ITP Late Entry Remodel as described above,

smmmssss cap of $7,500 and a total cap of $30,000.

4 Additional Remodel Requirements. Notwithstanding anything in the Franchise Agreement to

^ s s ^ s s r s M ^ - s s s ^ ^ ^ 7 ^ ^ ^ c ^ , ^ " ^ ^ ^ Refresh by December 31, 2024 (as described in Exhibit C to this Program Agreement). 5 Amendment to Section 9G. Section 9G of the Franchise Agreement is amended by adding the

^ g ^ E & S ^ E ^ a the same language regarding BK® E-Pay.

6. Ramifications of Noncompliance.

In the event that Franchisee does not comply with all the remodel obligations described in Section

S S B H H ^ S S S S 17 of the Franchise Agreement shall revert back to the previous language.

ITP Program Agreement - Late Entry (Corporate) Exhibit 0-2 (10/2012) BK #«RestNo»

IN WITNESS WHEREOF, the parties hereby have caused this Program Agreement to be duly executed and delivered as a document under seal as of the day and year first written above.

BURGER KING CORPORATION

ITP Program Agreement - Late Entry (Corporate) Exhibit 0-2 (10/2012) BK #«RestNo»

By: Sr. Manager, Franchise Administration

Attest: Franchise Development Specialist

FRANCHISEE:

«OwnerEntityOpComp» a/an «C>wnerStatelnCorp» «OwnerTypeCorp»

By: «ManagingOwher», Enter Managing Owner or

President

Attest: Print Name:. Title:

GUARANTORS:

«ManagingOwner»

«OwnerManagingDirector»

«Owner 1»

«Owner 2»

<xOwner 3»

«Owner 4»

3

EXHIBIT A

BK# ADDRESS EXPIRATION DATE

aRestNo» aRestAddLnl» «ExpirationDt» or aRestAddLn2» aFAExpirationDt» or «RestAddLn3» aSucsrExpDt» «RestCity» «RestStateProvCd» «RestPostalCd»

REMINDER: Enter other BK# (if applicable)

REMINDER: add BK# in Footer

REMINDER: Check Ownership Information

ITP Program Agreement - Late Entry (Corporate) Exhibit 0-2 (10/2012) BK #«RestNo»

EXHIBIT B

FACILITY INSPECTION REPORTS

See Attached

ITP Program Agreement - Late Entry (Corporate) Exhibit 0-2(10/2012) BK #«RestNo»

EXHIBIT C

* The actual scope of work required will depend on the condition of your restaurant and will be outlined in the Facility Inspection Report.

Section A - Option 1: Complete Remodel/Maximum Benefit

Interior Remodel

1. New Front Counter and Stainless Steel Drink Station

2. D6cor . Reconfigure dining room to BKC standard • Dining Room Package

o New Tables o New Booths o New Freestanding Tables o New Chairs/ Seating o New interior graphics

3. Interior Walls and Ceiling • Replace Wall covering (repaint, remove wallpaper, wainscot, etc.) • New Wall finishes (including wainscot, chair rails and window sills) • New Ceiling Finishes

4. Lighting

• Replace interior lighting with 20/20 image standards

5. Menu Boards: Paint Interior Menu Board Frame - Black

6. Interior Equipment - currently approved model is required • Drink Machine • Kitchen Equipment

7. Interior Doors • Repair or replace door to "new" condition

8. Other • Install Free WIFI • Install required Merchandising • Flat Screen T.V. in the dining room

9. Restrooms: Upgrade restrooms to new condition and the 20/20 image

10. Bring interior (including restrooms) to comply with all federal, state, and local rules and regulations, including the Federal Americans with Disabilities Act

11. Address all interior repair and maintenance issues according to BKC standards, including, but not limited to, the kitchen / back of house

ITP Program Agreement - Late Entry (Corporate) Exhibit 0-2 (10/2012) BK #«RestNo»

EXHIBIT C

Exterior Remodel

1. Signage • Pylon and Monument Signs

o Paint pylon pole / monument base - Black o Paint pylon pole cabinet - Silver

• Appendage Signs: Paint Cabinet - Black . All signage needs to be compliant with BKC standards and in "like new" condition

2. Reader Boards: Paint Cabinet - Black

3. Roof and Wall Mounted Channel Letter Signs • Maximize overall signage • Replace BK Lens with Red • Paint Cabinet - Silver • Install HOTW Letters if mansard is removed • If the mansard is-not removed, Burger King channel letters may be kept as long as in "like

new" condition • BK Logo -Added to the Tower

4. Directional Signs • Paint Pole / Cabinet - Black • Install new sign faces - Black

5. 20/20 Drive Thru Elements • Install Clearance Sign • Install DT Canopy with internal OCU • Bury Conduits to OCU • Paint Menu Board Cabinets - Black $ Add DT Trash Receptacle with Black Lid • DT Equipment layout optimization • Brick/ block decorative base around menu and preview board

6. Parking Lot and Site Conditions • Seal & Stripe Parking Lot • Overlay if required per R&M Standards

7. Trash Enclosure • Paint Trash Enclosure and Gates • Install Merchandising Wrap, if allowed

8. Site Lighting • Bring lighting up to BKC Standard • Install 100 W MH Drop Down Lens Soffit Lights

9. Landscaping / Walls / Fences

• Drive Thru Landscaping Upgrade

10. Enclose Recycle Bin Trash

11. Playgrounds • Paint Playground Fence • If playground is removed, create additional seating, parking or landscaping area as

approved by BKC (TP Program Agreement - Late Entry (Corporate) Exhibit 0-2 (10/2012) BK #<RestNo»

EXHIBIT C

12. Building Exterior & Walls • Paint Walls -Brick /block as necessary • Install 20/20 Surrounds • Install HOTW Script Letters. Restrictions may apply • Install Archons at building front and entrance • Install Image Elements per BKC requirements

13. Mansard Roof • Install Silver Standing Seam Metal Roof • Light band must be according to BKC standards

14. Doors & Windows • Replace DT Windows if small (12") Bump Out present • Corrugated metal elements under all drive thru windows • Snap frames on all drive thru sides

15. Other Building Requirements • Roof Certification • HVAC Certification

16. New Exterior Merchandising, including, but limited to: . WHOPPER* Billboard • Exterior Snap frame content as determined during Walk-Thru • Updated inserts for Reader Boards

17. Bring exterior to comply with all federal, state, and local rules and regulations, including the Federal Americans with Disabilities Act

18. Address all repair and maintenance issues according to BKC standards

^ ^ ^ . - ^ ^ ^

Interior Refresh

1. D6cor • Reconfigure dining room to BKC updated standard • New high-top table with electrical outlets for laptop use • New Bar Stools for the new high top table • Replace Table Tops • Replace Freestanding Chairs and swivel seating • Refurbish Booths (new back pads) or add 20/20 booths, if none exist

2. Interior Walls/Ceiling: • Repair Wall Coverings (remove wall paper, repaint, replace wainscot, etc.) • Repair Ceiling Finishes

3. Lighting: • Repair interior lighting and remove interior pendants

4. Menu Boards: • Paint Interior Menu Board Frame - Black

ITP Program Agreement - Late Entry (Corporate) Exhibit 0-2 (10/2012) BK #«RestNo»

8

EXHIBIT C

5. Interior Equipment: • Drink Machine must be in good working condition

• DT Equipment

6. Repair/ refurbish Interior Doors

7. Other: • Install Free WIFI • Install required Merchandising $ Flat Screen T.V: in the dining room • Address all consumer facing R&M issues identified during walk-thru

8. Address all interior repair and maintenance issues according to BKC standards, including, but not limited to, the kitchen / back of house

Exterior Remodel

1. Signage. • Pylon and Monument Signs

o Paint pylon pole / monument base - Black o Paint pylon pole cabinet - Silver

• Appendage Signs: Paint Cabinet - Black • All signage needs to be compliant with BKC standards and in "like new" condition

2. Reader Boards: Paint Cabinet - Black i

3. Roof and Wall Mounted Channel Letter Signs • Maximize overall signage • Replace BK Lens with Red • Paint Cabinet - Silver • Install HOTW Letters if mansard is removed • If the mansard is hot removed, Burger King channel letters may be kept as long as in "like

new" condition • BK Logo -Added to the Tower

4. Directional Signs • Paint Pole / Cabinet - Black • Install new sign faces - Black

5. 20/20 Drive Thru Elements • Install Clearance Sign • Install DT Canopy with internal OCU • Bury Conduits to OCU • Paint Menu Board Cabinets - Black • Add DT Trash Receptacle with Black Lid • DT Equipment layout optimization • Brick/ block decorative base around menu and preview board

6. Parking Lot and Site Conditions • Seal & Stripe Parking Lot . Overlay if required per R&M Standards

7. Trash Enclosure ITP Program Agreement - Late Entry (Corporate) Exhibit 0-2(10/2012) BK #«RestNo»

EXHIBIT C

• Paint Trash Enclosure and Gates • Install Merchandising Wrap, if allowed

8. Site Lighting $ Bring lighting up to BKC Standard • Install 100 W MH Drop Down Lens Soffit Lights

9. Landscaping / Walls / Fences

• Drive Thru Landscaping Upgrade

10. Enclose Recycle Bin Trash

11. Playgrounds • Paint Playground Fence • If playground is removed, create additional seating, parking or landscaping area as

approved by BKC 12. Building Exterior & Walls

• Paint Walls Brick / block as necessary • Install 20/20 Surrounds • Install HOTW Script Letters. Restrictions may apply • Install Archons at building front and entrance • Install Image Elements per BKC standards

13. Mansard Roof • Install Silver Standing Seam Metal Roof • Light band must be according to BKC standards.

14. Doors & Windows • Replace DT Windows if small (12") Bump Out present • Corrugated metal elements under all drive thru windows • Snap frames on all drive thru sides

15. Other Building Requirements • Roof Certification • HVAC Certification

16. New Exterior Merchandising, including, but limited to: • Whopper Billboard • Exterior Snap frame content as determined during Walk-Thru • Updated inserts for Reader Boards

17. Bring exterior to comply with all federal, state, and local rules and regulations, including the Federal Americans with Disabilities Act

18. Address all repair and maintenance issues according to BKC standards

^ ^ ^ ^ ^ ^

1, New Front Counter and Stainless Steel Drink Station

2. D6cor ITP Program Agreement - Late Entry (Corporate) Exhibit 0-2 (10/2012) BK #«RestNo»

10

EXHIBIT C

• Reconfigure dining room to BKC standard • Dining Room Package

o New Tables o New Booths o New Freestanding Tables o New Chairs/ Seating o New interior graphics

3. Interior Walls and Ceiling • Replace Wall covering (repaint, remove wallpaper, wainscot, etc.) • New Wall finishes (including wainscot, chair rails and window sills) • New Ceiling Finishes

4. Lighting

• Replace interior lighting with 20/20 image standards

5. Menu Boards: Paint Interior Menu Board Frame - Black

6. Interior Equipment - currently approved model is required • Drink Machine • Kitchen Equipment

7. Interior Doors • Repair or replace door to "new" condition

8. Other • Install Free WIFI • Install required Merchandising • Flat Screen T.V. in the dining room

9. Restrooms: Upgrade restrooms to new condition and the 20/20 image

10. Bring interior (including restrooms) to comply with all federal, state, and local rules and regulations, including the Federal Americans with Disabilities Act

11. Address all interior repair and maintenance issues according to BKC standards, including, but not limited to, the kitchen / back of house

EBmummmmmmmmaamB™ Interior Refresh

1. Upgrade Front and Drink Station Counters

2. D6cor • Reconfigure dining room to BKC updated standard • Replace Table Tops • Replace seating, booths may not be required •. Refurbish Booths (new back pads)

3. Interior Walls/Ceiling: • Repair Wall Coverings (remove wall paper, repaint, replace wainscot etc.)

ITP Program Agreement - Late Entry (Corporate) Exhibit 0-2 (10/2012) BK #«RestNo»

EXHIBIT C

4. Lighting • Repair interior lighting

5. Menu Boards • Paint Interior Menu Board Frame

6. Interior Equipment

• Drink Machine must be in good working condition

7. Repair/ refurbish Interior Doors

8. Other • Install required Merchandising

9. Address all interior repair and maintenance issues according to BKC standards, including, but not limited to, the kitchen / back of house

Exterior Refresh

Note: Colors must be In compliance with the current BKC standards.

1. Signage: • Pylon and Monument Signs

o Paint pylon pole / monument base o Paint pylon pole cabinet

• Appendage Signs: Paint Cabinet • All signage needs to be compliant with BKC standards and in excellent condition

2. Reader Boards: • Paint Cabinet

3. Roof and Wall Mounted Channel Letter Signs • Paint Cabinet

4. OirectionalSigns • Paint Pole / Cabinet

5. Parking Lot and Site Conditions • Seal & Stripe Parking Lot or overlay if required

6. Trash Enclosure • Paint Trash Enclosure and Gates • Install Merchandising Wrap , if allowed

7. Playgrounds • Paint Playground Fence • If playground is removed, create additional seating, parking or landscaping area as

approved by BKC

8. Building Exterior & Walls • Paint Walls - Brick / Block as necessary

9. Mansard Roof • Light band must be 100% functional and continuous LED lens

ITP Program Agreement - Late Entry (Corporate) Exhibit 0-2 (10/2012) BK #«RestNo»

EXHIBIT C

10. Update Exterior Merchandising as determined by BKC

11. Comply with all federal, state and local rules and regulations

12. Address all repair and maintenance issues according to BKC standards

ITP Program Agreement - Late Entry (Corporate) Exhibit 0-2(10/2012) BK #«RestNo»

EXHIBIT C

The exterior qualifying designs by building types are as follows:

^ ^ I m a o W p t i o n ^ ; »m»BDiMmam%%mm^WKWbDe@m h*mm; 20/20 Standard All Full removal of mansard roof

20/20 Hybrid All Vertical facade with partial mansard roof removal

20/20 Wall All except 2000, 2500, 2502, 2599, 74, 94 and Slice

Exterior facade on one side of the building; full mansard

20/20 Blade All except 2000, 2500. 2502, 2599, 74, 94, and Slice

Vertical or Perpendicular tower elements

ITP Program Agreement - Late Entry (Corporate) Exhibit 0-2 (10/2012) BK #«RestNo»

14

EXHIBIT Z

ITP INCENTIVE VALUE IN U.S. DOLLARS

Franchise Agreement Expiration

Additional Term1

Franchise Fee Pro-rata

(a)

Discount (b)

Payment2

(a)-(b) 1% RoyalW Incentive

Total Discount4

2011 20 50,000 25,000 25,000 11,000 36,000

2012 19 47,500 23,750 23,750 22,000 45,750

2013 18 45,000 22,500 22,500 33,000 55,500

2014 17 42,500 21,250 21,250 44,000 65,250

2015 16 40,000 20,000 20,000 55,000 75,000

2016 15 37,500 18,750 18,750 66,000 84,750

2017 14 35,000 17,500 17,500 77,000 94,500

2018 13 32.500 16,250 16,250 88,000 104,250

2019 12 30,000 15,000 15,000 99,000 114,000

2020 11 27,500 13,750 13,750 106,250 120,000

2021 10 25,000 12,500 12,500 107,500 120,000 2022 9 22,500 11,250 11,250 99,000 110,250

2023 8 20.000 10,000 10,000 88,000 98,000

2024 7 17,500 8,750 8,750 77.000 85,750

2025 6 15,000 7,500 7.500 66,000 73,500

2026 5 12,500 6,250 6,250 55,000 61,250 2027 4 10.000 5,000 5,000 44,000 49,000

2028 3 7.500 3,750 3,750 33,000 36,750

2029 2 5.000 2,500 2,500 22,000 24,500

2030 1 2,500 1,250 1,250 11.000 12,250

2011 Renewals or Prior Renewals with Deferred Remodels: Will be granted a 1% Royalty Rate Reduction for one year, regardless of term remaining. The $11,000 annual cap will apply.

2012-2021 Renewals: Will be granted a 1% Royalty Rate Reduction for one year. Separately, a 1% Royalty Rate Reduction will be given for any term remaining on their current Franchise Agreement as described in the chart above. The $11,000 annual cap still applies.

2022-2030 Renewals: Will be granted a 1% Royalty Rate Reduction for any additional term purchased. The $11,000 cap still applies.

1 Property control for the full 20-year term of the Successor Franchise Agreement must be secured. Under exceptional circumstances BKC may allow you to participate in ITP if you cannot acquire 20 years of property control, but under no circumstances will property control of /ess. than 15 years be approved 2 Paid in three equal annual installments 3 Maximum Annual Royalty Rate Reduction - Your actual incentive may be less based on your average restaurant sales volume 4 Total Incentive Program Cap of $120,000, inclusive of Franchise Fee Reduction.

ITP Program Agreement - Late Entry (Corporate) Exhibit 0-2(10/2012) BK #«RestNo»

15

c-o naiHxa

IMAGE TRANSFORMATION PROGRAM

[Complete 20/20 Remodels]

SUCCESSOR FRANCHISE ADDENDUM

BURGER KING® Restaurant #

This Successor Franchise Agraement Addendum (^Successor Franchise Addendum") ie made as of tho day of , 2012, by and between Burger King Corporation, a Florida corporation, ("BKC"), and r ("Franchiooo"). This Succooeor Franchioo Addendum is part of tho franchico agroomont ontorod Into by th " pirHn» nn fineort date] (tho "Agroomont") under which Franchiooo lo liconcod to own and oporoto the BURGER KING® Rootaurant roforrod to as BK#

(tho "Franchiood Rostaurant"). In tho ovont of any conflicts botwoon the terms of tho Agroomont and the tormo of this Successor Franchioo Addendum, tho terms of this Succoccor Franchioo Addendum ohall control,—Tho Agreement replacoo and suporoodoo a franchise agroomont that wao proviouoly in offoct for tho Franchiood Restaurant (the "Proviouo Franchise Agroomont") and is for a term oqual to or greater than the unoxpirod torm of tho Previous E,-nrhirn- ftgmnmqnt " i i R being entered into bv the undersigned concurrently with the BURGER KING Restaurant S u c c e s s o r Franch ise Agreement for Blirf lf lr Kinf l RfiStaurant f 1

,ment " l dated (thfi "EffefitiYfi Datft").

1 FRANCHISE GRANT- TFRM AND LOCATION

B K C grants to Franch isee and Franchisee accents a f ranchise to U80 the R M R G E R KING Sys tem and the B U R G E R KING Marks only in the operation of a B U R G E R KING Restaurant a t m o r e fuih/ described in Exhibit A of the Successor Franchise Agreement ' the "F ranch i sed Restaurant" ! , (the term "F ranch i sed Restaurant" Includes the real estate described on F*h;h;t A (the "Premises"!, the restaurant "Building" and all "Improvemente" const ructed thereon wherever the context permits or requires). The term Of this Af l rMmf ln t c o m m e n c e s on 20 (the "Commencement Date" ! and shal l expire 20 (the "Te rm" ! unless sooner terminated In accordance with the prov is ions of this Agreement. Franch isee agrees to operate the Franch ised Restaurant at the specified location for the entire Term. Franchisee accepts this franchiM with the ful l and complete understanding that the f ranchise grant contains no Promise Or aSSUranCQ gf renewal. The so le and entire condi t ions under wh ich Franchisee wil l have the OPPOrtumtV Of obtain ing a S u c c e s s o r B U R G E R KING Franch ise Agreement at expiration are those set forth herein in Sect ion 17 Th is f ranchise Is for the spec i f ied locat ion only and dOBB not In anv wav ?rant or imolv anv area market or territorial rights Proprietary to F ranch ise* .

2 . F R A N C H I S E F E E

Franchisee acknowledges that the grant of this f ranchise const i tutes the

cons iderat ion for the payment bv Franch isee to B K C Of $ , and that tHfe SUtTl sha l l be ful ly earned bv B K C unon the execut ion and del ivery of this Agreement,

I r ^ C U R R E N T IMAGE

ITP Successor Franchise Addendum (Complete 20/20 Remodels) Exhibit 0£ (04/2012) /Ampnrifld 10/2012\

B K #

1

Notwithstanding anything contained in Section 5.8.(2) of the Agreement regarding the remodelings, improvements, and alterations to be done to the Franchised Restaurant to conform with the Current Image of Burger King® restaurants at the halfway point of the Term of the Agreement, Franchisee shall complete an Interior/Exterior Refresh (as described on Exhibit A to this Successor Franchise Addendum) by December 31, 2024 (the "Interior/Exterior Refresh"). The Interior/Exterior Refresh shall qualify as the Current Image remodel referenced in Section 5.8.(2) of the Agreement

Z r d J ' O P E N FOR BUSINESS" FUNDS

Notwithstanding the terms and conditions for the grant or reimbursement of "Open For Business" funds as described on Exhibit C to the Agreement, "New Restaurant Marketing Account", (the "Open For Business Policy"), BKC will treat the Franchised Restaurant as a "Qualified Restaurant" under 3.0 of the Open for Business Policy and BKC will contribute $2,000 in funds to Franchisee under Section 2.0 of the Open for Business Policy.

&-&_ROYALTY AND ADVERTISING CONTRIBUTION

The following paragraph replaces paragraph 9 A. of the Agreement:

During the Term of the Franchise Agreement, Franchisee agrees to pay to BKC, for the use of the BURGER KING System and the BURGER KING Marks during the Term of the Franchise Agreement, a royalty ("Royalty") equal to a percentage of Gross Sales. Royalties shall be paid monthly by the tenth (10th) day of each month based upon Gross Sales for the preceding month. ihe-Royaftv shall bo payable by Franchisee shall be as foUowsbeglnninci the month following the dates set forth below:

(a) Subject to the Total Royalty Savings described below, for the period beginning on the rHtn nf the Snr.^nssnr Fmnr.hisn AqmomnntCommencement Qatft and ending Current Franch ise Agreement Expirat ion Date! Franchisee shall pay BKC a Royalty equal to % of Gross Sales (the "Reduced Royalty Rate").

(b) Subject to the Total Royalty Savings described below, for the period beginning on [current Franchise Agreement Expiration Date + 1 dav and ending fending date off royalty incentive^ Franchisee shall pay BKC a Royalty equal to % of Gross Sales (the "Reduced Royalty Rate").

(c) Subject to tho Total Royalty Savings doscribod below, for tho period—beginning on and ending —r-Franchisee shall pay BKC a Royalty equal to % of Gross Sales (tho "Reduced Royalty Rate").(d) For the period beginning Fending date off royalty Incentive + 1 davl and ending at the expiration of the Term, Franchisee shall pay BKC a Royalty equal to 4.5% of Gross Sales.

(ed) The difference between the original royalty rate under the Pmuinnr Fnnrh isn Aflmnmantprevious franchise agreement for the Franchised Restaurant and the Reduced Royalty Rate is hereinafter referred to as the "Total Royalty Savings." In each year of the Term of this Agreement the Total Royalty Savings shall not exceed $11,000 and the Total Royalty Savings for the full Term of this Agreement shall not exceed $ .

The following paragraph replaces paragraph B.B.(i) of the Agreement:

ITP Successor Franchise Addendum (Complete 20/20 Remodels) I Exhibit 0 £ (04/2012) (Amended 10/20121

BK# 2

During the Term of this Agreement, Franchisee agrees to pay BKC an advertising contribution equal to a percentage of Gross Sales (the "Advertising Contribution"). The Advertising Contribution shall be paid monthly by the tenth (10th) day of each month based upon Gross Sales for the preceding month. This sum, less direct administrative expenses, will be used for (a) market research expenditures directly related to the development and evaluation of the effectiveness of Advertising and sales promotions, (b) creative, production and other costs incurred in connection with the development of Advertising, sales promotions and public relations (as limited by Section (vi) below), both in the market area of the Franchised Restaurant, as reasonably defined from time to time by BKC, and on a national basis, and (c) various methods of delivering the Advertising or promotional message, including without limitation, television, radio, outdoor and print ("Media"). The allocation of the Advertising Contribution between national, regional and local expenditures shall made by BKC in its sole business judgment

The Advertising Contribution shall be payable by Franchisee ohall bo as i oUawsheo inn lng the month fo l lowing the dates set forth below:

(a) For the period beginning on the date of the Succossor Fmn-M— a g , ™ H »nr i in q nn Hnrnrnhnr 31. 2011 During the first four i4\ years following the Commencement DateFranchisee shall PHV BKC an Advertising Contribution of eoual to 3 5% of Gross Sales (the "Reduced Advertising Contribution").

M Thereafter for the balance Franchisee shall pay BKC an Advertising Contribution of equal to 4.0% of Gross Sales (the " Original Advertising Contribution^ (b) For—the—per iod—beginning—en-

and ending on finsort date 4 yoaro after], Fronohisoo shall, pay BKC an Advertising Contribution of equal to 3.5% of Gross Sales (the "Roducod Advertising Contribution").

(c) For the period boginnlnq and onding-upon tho oxpiration of tho Torm, Franchisee ohall pay BKC tho Original Advertising Contribution, (d) The difference between the Original Advertising Contribution under the Previous Franchise Agreement (4%) and the Reduced Advertising Contribution (3.5%) is hereafter referred to as the "Total Advertising Contribution Savings." In each year of the Term of this Agreement the Total Advertising Contribution Savings shall not exceed $7,500 and the Total Advertising Contribution Savings for the full Term of this Agreement shall not exceed $30,000.

4 r i .BK®ePAY

Section 9G of the Agreement is hereby amended by adding the following sentence at the end of the paragraph: "In addition, BKC may require payment of Royalty, Advertising Contribution and any other fees required to be paid pursuant to this Agreement using BKC's internet web portal called "BK® ePay."

C CI OSURE OPTION

Fffiflrhisee will he allowed to cease operations at the Franchised Restaurant at the end of the fifth (5*1 year of this Agreement, provided that i\) Franchisee is not in default under the terms of their Franch ise Agreement and B K L fas appl icable); (11) Franch isee g ives 120 davs nrinr written notice to B K C : (111) Franchisee COmPllCS

ITP Successor Franchise Addendum (Complete 20/20 Remodels) Exhibit O d (04/2012) rammiHftri 10/20121 B K *

with all rftnuirements and all post-termination obl igat ions, covenants and Indamnlf lcat lon ranulramants: and Hvl Franchisee has nald anv amounts outetandino undar the B K C Sponso red Lend ing Program, inc luding Pre-Pavment penalt ies Iff appl icable. In turn B K C wi l l release Franchisee f rom Its obl igat ion to nav lost future Rovaltv and Adver t is ing for the Franchised Restaurant f rom the C losu re Date through the Expirat ion Date of the Agreement. If Franchisee do&fi not exerc ise the C losu re Opt ion. Franch isee agrees to operate the Franch ised Restaurant at the speci f ied locat ion for the entire Term.1

I L PENDING D E F E R R E D R E M O D E L _ ADDITIONAL R O Y A L T Y REDUCTION

Franch isee wi l l mce lve a credit of fifty percent (50%) of the f ranchise fee paid for the renewal wh ich wi l l be paid through future rovaltv reduct ions^

12* R E V E R S I O N

Franch isee acknowledges that sat is fact ion of its obl igat ions under that certain Image Transformat ion Pronram Program Agreement or B K L Incentive Program Program Agreement , as appl icable, was a condi t ion precedent to B K C ' S Wil l ingness to enter into th is S u c c e s s o r Franch ise Addendum and tha t AS Of the Commencement Date. B K C has not conf i rmed s u c h obl igat ions have been met. If B K C subseguentiv inspects the Franchised Restaurant and determines, In its sole discretion, that Franchisee has failed to satisfy such obligations. BKC mav. at anv t ime, prov ide Franch isee with written notice of those items required to be completed bv Franch isee to sat isfy s u c h obl igat ions and Franchisee Shal l have thirty (30) days f rom its receipt of s u c h notice to sat isfy s u c h obl igat ions.

If B K C determines that Franch isee has not sat isf ied s u c h obl igat ions within s u c h thirty (30) dav per iod: (a) all benefits prov ided to Franchisee under this S u c c e s s o r Franch ise Addendum inc ludlno but not l imited to those set forth in Sect ions 4 and 5. and anv c losure opt ion referenced herein, sha l l immediately terminate: (b) Franch isee sha l l immediately nav to B K C : (i) all amounts Paid bv B K C tO Franch isee he reunder and (ii) the di f ference between anv Reduced Revaltv Rate and Reduced Adver t is ing Contr ibut ion and those Rovaltv and Adver t is ing Contr ibut ion amounts wh ich , but for this S u c c e s s o r Franch ise Addendum were reoulred to ha paid under the Agreement plus the difference between the then current f ranch ise fee and the reduced f ranchise fee paid bv Franchisee under the Agreement : and (c) the term of the Agreement shal l be modif ied to expire OP the date the prev ious f ranchise agreement for the Franch ised Restaurant was or ioinal lv set to expire: prov ided, however. If the term of s u c h previous f ranchise agreement wou ld have already expired as of the date of s u c h modif icat ion, then the Agreement sha l l Immediately terminate but Franchisee shal l Still be liable to B K C fnr the amounts set forth in c lauses (bUi) and (ii) above, !

This Successor Franchise Addendum is hereby executed by the parties effective on the date

indicated above.

B U R G E R KING C O R P O R A T I O N

By:. Sr. Manager, Franchise Administration

Attest:

(TP Successor Franchise Addendum (Complete 20/20 Remodels) Exhibit O d (04/2012) (AmmndAd 10/20121 BK #

4

Franchise Development Specialist

FRANCHISEE:

*

a *

By:. Print Name: Title:

Attest: Print Name: Title:

ITP Successor Franchise Addendum (Complete 20/20 Remodels) Exhibit O d (04/2012) (Amendad 10/20121 BK #

5

EXHIBIT A

Interior Refresh

1. Upgrade Front and Drink Station Counters

2. D6cor • Reconfigure dining room to BKC updated standard • Replace Table Tops • Replace seating, booths may not be required • Refurbish Booths (new back pads)

3. Interior Walls/Ceiling: • Repair Wall Coverings (remove wall paper, repaint, replace wainscot, etc.)

4. Lighting • Repair interior lighting

5. Menu Boards • Paint Interior Menu Board Frame

6. Interior Equipment

• Drink Machine must be in good working condition

7. Repair/ refurbish Interior Doors

8. Other • Install required Merchandising

9. Address all interior repair and maintenance issues according to BKC standards, including, but not limited to, the kitchen / back of house

Exterior Refresh

Note: Colors must be In compliance with the current BKC standards.

1. Signage: • Pylon and Monument Signs

o Paint pylon pole / monument base o Paint pylon pole cabinet

• Appendage Signs: Paint Cabinet • All signage needs to be compliant with BKC standards and in excellent condition

2. Reader Boards: • Paint Cabinet

3. Roof and Wall Mounted Channel Letter Signs • Paint Cabinet

4. Directional Signs • Paint Pole / Cabinet

5. Parking Lot and Site Conditions • Seal & Stripe Parking Lot or overlay if required

ITP Successor Franchise Addendum (Complete 20/20 Remodels)

Exhibit oa (04/2012) iamsndBUimia BK #

6

6. Trash Enclosure • Paint Trash Enclosure and Gates • Install Merchandising Wrap , if allowed

7. Playgrounds • Paint Playground Fence • If playground is removed, create additional seating, parking or landscaping area as

approved by BKC

8. Building Exterior & Walls • Paint Walls - Brick / Block as necessary

9. Mansard Roof

• Light band must be 100% functional and continuous LED lens

10. Update Exterior Merchandising as determined by BKC

11. Comply with all federal, state and local rules and regulations

12. Address all repair and maintenance issues according to BKC standards

ITP Successor Franchise Addendum (Complete 20/20 Remodels) Exhibit 0=2 (04/2012) (Amended 10/2012) BK #

7

1I9IHX3

I M A G E T R A N S F O R M A T I O N P R O G R A M

[Phased 20/20 Remodels]

S U C C E S S O R F R A N C H I S E

APPENPUM B U R G E R KING® Restaurant #

This Successor Franchise Agreement Addendum ( ^Successo r Franchise Addendum") ie made ae of thn dav of , 2012, by and botwoon Burger K ing Corporat ion, a

F lo r ida corporat ion, ( " B K C " ) , and • ( "Franchieeo") . Th is Suocopsor Franch ise Addendum is part of tho franchico agroomont entered into by tho parties on Mnsort datol (tho "Agreemont") undor wh ich Franohicoo io l icensed to own and oporato tho B U R G E R KING® Rostaurant roforrod to as BK#

(the "F ranch i sed Rootaurant") . In the ovont of any conf l ic ts between tho terms of the Agroomont and the terms of th is S u c c e s s o r Franch ise Addendum, tho terms of this S u c c e s s o r F ranch ise A d d e n d u m , ohall c o n t r o l . — T h o Agreement roplacoo and suporeodos a f ranchise agroomont that was provioucly in offoct for tho Franchiood Restaurant (the "Prov ious Franchise Agrooment") and is for a torm oqual to or groator than the unoxpirod torm of the Prev ious F r i n r h i p e Agreement.") te being entered into bv the unders igned concurrent ly with the B U R G E R KING Restaurant S u c c e s s o r Franch ise Agreement for Burner K ing Restaurant # r A n r e e m e n O dated ; J f f l ffllg "EffftCtlYfl Patf l") .

1 FRANCHISE GRANT; TFRM AND LOCATION

B K C grants to Franch isee and Franchisee accents a f ranchise to use the B U R G E R K ING Sys tem and the B U R G E R KING Marks only in the operat ion of a B U R G E R KING Restaurant at more ful lv descr ibed in Exhibi t A of the S u c c e s s o r Franch ise Agreement (the "F ranch i sed Res tau ran ts (the term "F ranch ised Restaurant" inc ludes the real estate descr ibed on Exhibi t A (the " P r e m i s e s " ! , the restaurant "Bu i l d i ng " and all " Improvements" const ruc ted thereon wherever the context permits or reouiresL The term of this Agreement c o m m e n c e s on 20 (the "Commencement Date" ! and shal l expire 20 (the T e r m " ! unless sooner terminated In accordance with the prov is ions of th is Agreement. Franchisee agrees to operate the Franch ised Restaurant at the speci f ied locat ion for the entire Term. Franchisee accents this f ranchise With the ful l and complete understanding that the f ranchise grant conta ins no promise or assurance of renewal . The so le and entire cond i t ions under wh ich Franchisee wil l have the opportunity of obta in ing a S u c c e s s o r B U R G E R K ING Franch ise Agreement at expiration are those set forth herein in Sect ion 17. This f ranch ise is for the speci f ied locat ion only and does not In anv wav grant o r Imolv anv area, market o r territorial rights proprietary to Franchisee.

2. FRANCHISE FEE

Franchisee acknowledges that the grant of this f ranchise const i tutes the

cons iderat ion for the navment bv Franch isee to B K C of S , and that thl8 SUM sha l l be ful lv earned bv B K C upon the execut ion and del ivery of this Agreement.

^ . C U R R E N T IMAGE

ITP Successor Franchise Addendum (Phased 20/20 Remodels) Exhibit O-44 ffU/aoigWAmended 10/2012) BK #

^ 1

Notwithstanding anything contained in Section 5.B.(2) of the Agreement regarding the remodelings, improvements, and alterations to be done to the Franchised Restaurant to conform with the Current Image of Burger King® restaurants at the halfway point of the Term of the Agreement, Franchisee shall complete an Interior/Exterior Refresh by December 31, 2024 (the "Interior/Exterior-Refresh") and an Interior Remodel by December 31, 2016 (the "Interior Remodel") (both as described on Exhibit A to this Successor Franchise Addendum). The Interior/Exterior Refresh shall qualify as the Current Image remodel referenced in Section 5.B.(2) of the Agreement.

Z r ^ J ' O P E N FOR BUSINESS" FUNDS

Notwithstanding the terms and conditions for the grant or reimbursement of "Open For Business" funds as described on Exhibit C to the Agreement, "New Restaurant Marketing i

Account", (the "Open For Business Policy"), BKC will treat the Franchised Restaurant as a "Qualified Restaurant" under 3.0 of the Open for Business Policy and BKC will contribute $2,000 in funds to Franchisee under Section 2.0 of the Open for Business Policy.

&r&.ROYALTY AND ADVERTISING CONTRIBUTION

The following paragraph replaces paragraph 9 A of the Agreement:

During the Term of the Franchise Agreement, Franchisee agrees to pay to BKC, for the use of the BURGER KING System and the BURGER KING Marks during the Term of the Franchise Agreement, a royalty ("Royalty") equal to a percentage of Gross Sales. Royalties shall be paid monthly by the tenth (10th) day of each month based upon Gross Sales for the preceding month. The-Royalty^halLbfi payable by Franchisee ohall be ae foUowBbeqinnlna the month following the dates set forth below:

(a) Subject to the Total Royalty Savings described below, for the per iod beginn ing On the Hr»»n mf +ho Q u r r o c e n r F r ^ n r h i p o A q r f t f t m f l n t C o m m e n c e m e n t

Date and ending fcurrent Franchise Agreement Expiration Date! Franchisee shall pay BKC a Royalty equal to % of Gross Sales (the "Reduced Royalty Rate").

(b) Subject to the Total Royalty Savings described below, for the period beginning on - fcurrent Franchise Agreement Expiration Date + 1 dav and ending Tending date of rovaltv incentlvel Franchisee shall pay BKC a Royalty equal to % of Gross Sales (the "Reduced Royalty Rate").

(c) Subject to tho Total Royalty Savings deocribod bolow, for the period beginning on and ondlng , Franchisee shall pay BKC a Royalty oqual to -%—of Gross Solos (tho "Roducod Royalty Rate"),(d) For the period beginning fending date of rovaltv incentive + 1 davl and ending at the expiration of the Term, Franchisee shall pay BKC a Royalty equal to

4.5% of Gross Sales.

(eld) The difference between the original royalty rate under the P r n i f l n u p F r a n n h i n a A g r A A m e n t o r e v i o u s f r a n c h i s e a g r e e m e n t f o r t h e F r a n c h i s e d

Restaurant and the Reduced Royalty Rate is hereinafter referred to as the "Total Royalty Savings." In each year of the Term of this Agreement the Total Royalty Savings shall not

U P Successor Franchise Addendum (Phased 20/20 Remodeis) Exhibit 0-44 IMfffllgWAmmMted 10/2012) BK #

2

exceed $11,000 and the Total Royalty Savings for the full Term of this Agreement shall not exceed $ .

4 r£ i _BK®ePAY

Section 9G of the Agreement is hereby amended by adding the following sentence at the end of the paragraph: "In addition, B K C may require payment of Royalty, Advertising Contribution and any other fees required to be paid pursuant to this Agreement using BKC's internet web portal called "BK® ePay."

IL CLOSURE OPTION

Franchisee wi l l be a l lowed to cease oparat lona at the Franchised Restaurant at the end of the fifth (5*1 year of this Ag reemen t provided that t\\ Franchisee is not in default under the terms of their Franch ise Agreement and B K L (as appl icable): (ii) Franchisee g ives 120 days prior written notice to B K C : (iii) Franchisee compl ies with al l requirements and all post-termination obl igat ions, covenants and indemnif icat ion requirements: and (Iv) Franchisee has paid anv amounts outstanding under the B K C Sponso red Lend ing Program, inc luding ore-pavment penalt ies if appl icable. In turn. B K C wil l release Franchisee f rom its obl igat ion to oav lost future Roval tv and Adver t is ing for the Franchised Restaurant f rom the C losure Date through the Expirat ion Date of the Agreement. If Franchisee does not exerc ise the C losure Opt ion. Franchisee agrees to operate the Franch ised

Restaurant at the specified location for the entire Term.1

IL PENDING DEFERRED REMODEL - ADDITIONAL ROYALTY REDUCTION Franchisee wi l l receive a credit of fifty percent (50%) of the f ranchise fee paid for the renewal wh ich wi l l be paid through future royalty reductions !

IS. REVERSION

Franchisee acknowledges that sat isfact ion of its obl igat ions under that certain Image Transformat ion Program Program Agreement or B K L Incentive Program

Program Agreement, as applicable, was a condition precedent to BKC's willingness to enter into this Successor Franchise Addendum and that as of the Commencement Date. B K C has not conf i rmed s u c h obl igat ions have been met. If B K C suhseouent lv Inspects the Franch ised Restaurant and determines, in its so le d iscret ion, that Franch isee has fai led to sat isfy s u c h obl igat ions. B K C mav. at any time, provide Franchisee with written notice of those items reoulred to be completed by Franchisee to satisfy such obligations and Franchisee shall have thirty (30) davs f rom its receipt of s u c h notice to sat isfy s u c h obl igat ions.

If BKC determines that Franchisee has not satisfied such obligations within such thirty (30) dav per iod: (a) all benefi ts provided to Franchisee under this S u c c e s s o r Franch ise Addendum. Including, but not l imited to those set forth in Sect ions 4 and 5. and any c losure opt ion referenced herein, sha l l immediately terminate: (b)

Franchisee shall immediately pay to BKC; (i) all amounts paid by BKC to Franchisee hereunder: and (ii) the dif ference between anv Reduced Rovaltv Rate and those Rovaltv amounts wh i ch , but for this S u c c e s s o r Franch ise Addendum were required to be paid under the Agreement plus the difference between the then current f ranchise fee and the reduced f ranchise fee paid bv Franchisee under the

Agreement; and (c) the term of the Agreement shall be modified to expire on the date the prev ious f ranchise agreement for the Franchised Restaurant was

ITP Successor Franchise Addendum (Phased 20/20 Remodels) I ^ ^ ( 0 4 m % U 6 m m M ^ i 2 ,

3

nrir i inallv sot to m i n i prov ided. howevAr If the term of s u c h previous f ranchise agreement wou ld have already expired as of the date of s u c h modi f icat ion, then the Agreement sha l l Immediately terminate but Franchisee shal l st i l l be l iable to B K C for the amounts set forth in c lauses fbUh and (111 abQVe.1

ITP Successor Franchise Addendum (Phased 20/20 Remodels) Exhibit 0 - 4 4 fflAIMHgl fAmmnded 10/2012) BK#

4

This Successor Franchise Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:. Sr. Manager, Franchise Administration

Attest: : Franchise Development Specialist

FRANCHISEE:

a *

By: Print Name:. Title:

Attest: Print Name:. Title:

ITP Successor Franchise Addendum (Phased 20/20 Remodels) Exhibit O-44 /rwi/?ni2UAm«.ndBd 10/20121 BK #

5

EXHIBIT A

Interior Refresh

1. Upgrade Front and Drink Station Counters

2. D6cor • Reconfigure dining room to BKC updated standard • Replace Table Tops • Replace seating, booths may not be required • Refurbish Booths (new back pads)

3. Interior Walls/Ceiling: • Repair Wall Coverings (remove wall paper, repaint, replace wainscot, etc.)

4. Lighting • Repair interior lighting

5. Menu Boards • Paint Interior Menu Board Frame

6. Interior Equipment

• Drink Machine must be in good working condition

7. Repair/ refurbish Interior Doors

8. Other • Install required Merchandising

9. Address all interior repair and maintenance issues according to BKC standards, including, but not limited to, the kitchen / back of house

Exterior Refresh

Nofe; Colors must be in compliance with the current BKC standards.

1: Signage: • Pylon and Monument Signs

o Paint pylon pole / monument base o Paint pylon pole cabinet

• Appendage Signs: Paint Cabinet • All signage needs to be compliant with BKC standards and in excellent condition

2. Reader Boards: • Paint Cabinet

3. Roof and Wall Mounted Channel Letter Signs • Paint Cabinet

4. Directional Signs • Paint Pole / Cabinet

5. Parking Lot and Site Conditions • Seal & Stripe Parking Lot or overlay if required

ITP Successor Franchise Addendum (Phased 20/20 Remodels) chihit /ru/yn-m tAmended 10/2012) BK # _

6. Trash Enclosure • Paint Trash Enclosure and Gates • Install Merchandising Wrap , if allowed

7. Playgrounds • Paint Playground Fence • If playground is removed, create additional seating; parking or landscaping area as

approved by BKC

8. Building Exterior & Walls • Paint Walls - Brick / Block as necessary

9. Mansard Roof • Light band must be 100% functional and continuous LED lens

10. Update Exterior Merchandising as determined by BKC

11. Comply with all federal, state and local rules and regulations

12. Address all repair and maintenance issues according to BKC standards

Interior Remodel:

1. New Front Counter and Stainless Steel Drink Station

2. D6cor • Reconfigure dining room to BKC standard © Dining Room Package

o New Tables o New Booths o New Freestanding Tables o New Chairs/ Seating o New interior graphics

3. Interior Walls and Ceiling • Replace Wall covering (repaint, remove wallpaper, wainscot, etc.) • New Wall finishes (including wainscot, chair rails and window sills) • New Ceiling Finishes

4. Lighting • Replace interior lighting with 20/20 image standards

5. Menu Boards: Paint Interior Menu Board Frame - Black

6. Interior Equipment - currently approved model is required • Drink Machine • Kitchen Equipment

7. Interior Doors • Repair or replace door to "new" condition

8. Other

ITP Successor Franchise Addendum (Phased 20/20 Remodels) Exhibit C M * "Uffi f f191 fAmmnded 10/2012) BK#

• Install Free WIFI • Install required Merchandising • Flat Screen T.V. in the dining room

& Restrooms: Upgrade restrooms to new condition and the 20/20 image

10. Bring interior (including restrooms) to comply with all federal, state, and local rules and regulations, including the Federal Americans with Disabilities Act

11. Address all interior repair and maintenance issues according to BKC standards, including, but not limited to, the kitchen / back of house

ITP Successor Franchise Addendum (Phased 20/20 Remodels) Exhibit O H ' M / M I ^ fAmp-ndud 10/2012) B K #

8

GO 1I9IHX3

NEW EXHIBIT

[Complete 20/20 Remodels]

SUCCESSOR FRANCHISE ADDENDUM

BURGER KING® Restaurant #

This Successor Franchise Agreement Addendum ("Successor Franchise Addendum") is being entered into by the undersigned concurrently with the BURGER KING Restaurant Successor Franchise Agreement for Burger King Restaurant # ("Agreement") dated

, 20 (the "Effective Date").

1. FRANCHISE GRANT: TERM AND LOCATION

BKC grants to Franchisee and Franchisee accepts a franchise to use the BURGER KING System and the BURGER KING Marks only in the operation of a BURGER KING Restaurant at ***"**•*, more fully described in Exhibit A of the Successor Franchise Agreement (the "Franchised Restaurant"), (the term "Franchised Restaurant" includes the real estate described on Exhibit A (the "Premises"), the restaurant "Building" and all "Improvements" constructed thereon wherever the context permits or requires). The term of this Agreement commences on

' 20 (the "Commencement Date") and shall expire 20 (the 'Term") unless sooner terminated in accordance with

the provisions of this Agreement ' Franchisee agrees to operate the Franchised Restaurant at the specified location for the entire Term. Franchisee accepts this franchise with the full and complete understanding that the franchise grant contains no promise or assurance of renewal. The sole and entire conditions under which Franchisee will have the opportunity of obtaining a Successor BURGER KING Franchise Agreement at expiration are those set forth herein in Section 17. This franchise is for the specified location only and does not in any way grant or imply any area, market or territorial rights proprietary to Franchisee.

2. FRANCHISE FEE

Franchisee acknowledges that the grant of this franchise constitutes the consideration for the payment by Franchisee to BKC of $ - , and that this sum shall be fully earned by BKC upon the execution and delivery of this Agreement.

3. CURRENT IMAGE

Notwithstanding anything contained in Section 5.B,(2) of the Agreement regarding the remodelings, improvements, and alterations to be done to the Franchised Restaurant to conform with the Current Image of Burger King® restaurants at the halfway point of the Term of the Agreement, Franchisee shall complete an Interior/Exterior Refresh (as described on Exhibit A to this Successor Franchise Addendum) by December 31, 2024 (the "Interior/Exterior Refresh"). The Interior/Exterior Refresh shall qualify as the Current Image remodel referenced in Section 5.B.(2) of the Agreement.

4. "OPEN FOR BUSINESS" FUNDS

Notwithstanding the terms and conditions for the grant or reimbursement of "Open For Business" funds as described on Exhibit C to the Agreement, "New Restaurant Marketing

Successor Franchise Addendum (BKL-IP) Exhibit 0-5(10/2012) BK #

A c o o o ^ ^ ^ p e o F o ^ a " O o ^ e d R e ^ r a ^ ooo^ote ^ 0 0 0 io foods toFraoo^e under Se^on^O Police

^ R O ^ A L ^

The low ing paragraph recces p e r a g r a p h 9 A ^ ^

OoringtheTerm ofthe Franchise Agreement Franchisee e g r a e s t e ^ for the use of the 8URG5RKiNG System end the BURGER KiNG Marks dohng^^ TermoftheFranchiseAgreementaroyaity^Royaity^equaitoapercentageofGro^ Saies Royalties shail he paid monthly hythetenth^Oth)dayofeach month hased upon Gross Sales forthe preceding month Royalty shall he payable hyFranchiseeheginning the month following the dates setforthhelow:

(a) Subject to theTotal Royalty Savings described helow^for the period beginning on the Commencement Oateandending , ^current FranchiseAgreementExpirationOate^ Franchisee shall pay BKCaRoyaltyequalto

%ofGrossSales (the "Reduced Royalty Rate")

(b) Subject to theTotal Royalty Savings described below^for the pehodbeglnningon current Franchise Agreement Expiration C a t e ^ l d a y and ending pending date of royalty incentives Franchisee shall pay BKCaRoyaltyequalto %ofGrossSales(the "Reduced Royalty Rate")

(c) For the period beginning pending date of royalty incentive^lday^ and ending at the expiration ofthe Term, Franchisee shall pay BKCa Royalty equal to45%ofGross Sales

(d) The difference between the original royalty rate under the Previous Franchise Agreement and the Reduced Royalty Rate is hereinafter referred to as the ^Total Royalty Savings" In each year of theTerm of this Agreement theTotal Royalty Savingsshall not exceed^^OOO and the Total Royalty Savings forthefullTerm ofthisAgreementshall not exceeds

eD B K ^ e R A ^

Section 9G ofthe Agreement is hereby amended by adding the following sentence atthe end of the paragraph: "In addition, BKC may require payment of Royalty, Advertising Contribution and any other fees required to be paid pursuant to this Agreement using BKCsintemetwebportalcalled"BK®ePay"

^ PENOINGOEFERRECREMCOEL AOOITICNALRC^ALT^REOUCTICN

Franchisee will receiveacredit of fifty percent (50%) of the franchise fee p a i d ^ renewalwhich will be paidthrough future royaltyreductionsl

[ REVERSION

Franchisee acknowledges that satisfaction of its obligations under that certain Image Transformation Program Program Agreement or BKt Incentive Program Program Agreement as applicable, wasacondition precedent to BKC's willingness to enter into this Successor Franchise Addendum and that, as ofthe Commencement Cate, BKC has

Sooce^rPraooh^Addeodom^a^P) E ^ ^ ^ ^ O ^ e^^

not confirmed such obligations have been met If BKC subsequently inspects the Franchised Restaurant and determines, in its sole discretion, that Franchisee has failed to satisfy such obligations, BKC may, at any time, provide Franchisee with written notice of those items required to be completed by Franchisee to satisfy such obligations and Franchisee shall have thirty (30) days from its receipt of such notice to satisfy such obligations.

If BKC determines that Franchisee has not satisfied such obligations within such thirty (30) day period: (a) all benefits provided to Franchisee under this Successor Franchise Addendum, including, but not limited to those set forth in Sections 4 and 5, shall immediately terminate; (b) Franchisee shall immediately pay to BKC: (i) all amounts paid by BKC to Franchisee hereunder; and (ii) the difference between any Reduced Royalty Rate and those Royalty amounts which, but for this Successor Franchise Addendum were required to be paid under the Agreement plus the difference between the then current franchise fee and the reduced franchise fee paid by Franchisee under the Agreement; and (c) the term of the Agreement shall be modified to expire on the date the previous franchise agreement for the Franchised Restaurant was originally set to expire; provided, however, if the term of such previous franchise agreement would have already expired as of the date of such modification, then the Agreement shall immediately terminate but Franchisee shall still be liable to BKC for the amounts set forth in clauses (b)(i) and (ii) above ]

This Successor Franchise Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

By:. Sr. Manager, Franchise Administration

Attest: Franchise Development Specialist

FRANCHISEE:

a *

By: Print Name: Title:

Attest: Print Name: Title:

Successor Franchise Addendum (BKL-IP) Exhibit 0-5 (10/2012) BK #

EXHIBIT A

Interior Refresh

1. Upgrade Front and Drink Station Counters

2. D6cor • Reconfigure dining room to BKC updated standard • Replace Table Tops • Replace seating, booths may not be required • Refurbish Booths (new back pads)

3. Interior Walls/Ceiling: • Repair Wall Coverings (remove wall paper, repaint, replace wainscot, etc.)

4. Lighting • Repair interior lighting

5. Menu Boards • Paint Interior Menu Board Frame

6. Interior Equipment

• Drink Machine must be in good working condition

7. Repair/ refurbish Interior Doors

8. Other • Install required Merchandising

9. Address all interior repair and maintenance issues according to BKC standards, including, but not limited to, the kitchen / back of house

Exterior Refresh

Note: Colors must be In compliance with the current BKC standards.

1. Signage: Pylon and Monument Signs

o Paint pylon pole / monument base o Paint pylon pole cabinet

Appendage Signs: Paint Cabinet All signage needs to be compliant with BKC standards and in excellent condition

•

•

2. Reader Boards: • Paint Cabinet

3. Roof and Wall Mounted Channel Letter Signs • Paint Cabinet

4. Directional Signs • Paint Pole / Cabinet

Successor Franchise Addendum (BKL-IP) Exhibit 0-5 (10/2012) BK #

5. Parking Lot and Site Conditions • Seal & Stripe Parking Lot or overlay if required

6. Trash Enclosure • Paint Trash Enclosure and Gates . Install Merchandising Wrap , if allowed

7. Playgrounds • Paint Playground Fence • If playground is removed, create additional seating, parking or landscaping area as

approved by BKC

8. Building Exterior & Walls • Paint Walls - Brick / Block as necessary

9. Mansard Roof

• Light band must be 100% functional and continuous LED lens

10. Update Exterior Merchandising as determined by BKC

11. Comply with all federal, state and local rules and regulations 12. Address all repair and maintenance issues according to BKC standards

Successor Franchise Addendum (BKL-IP) Exhibit 0-5(10/2012) BK#

d 1I9IHX3

NEW EXHIBIT

MALL INCENTIVE PROGRAM ADDENDUM BURGER KING® Restaurant #

This Franchise Agreement Addendum ("Franchise Addendum") is made as of the day of „ 20 , by and between BURGER KING

CORPORATION, a Florida corporation, ("BKC"), and ("Franchisee"). This Franchise

Addendum is part of the franchise agreement entered into by parties on the same date (the "Agreement") under which Franchisee is licensed to own and operate the BURGER KING® Restaurant referred to as BK# (the "Franchised Restaurant"). In the event of any conflicts between the terms of the Agreement and the terms of this Franchise Addendum, the terms of this Franchise Addendum shall control.

1. FRANCHISE FEE: INITIAL OBLIGATIONS. The following paragraph replaces Section 2 of the Agreement.

Franchisee acknowledges that the grant of this franchise constitutes the consideration for the payment by Franchisee to BKC of ($ ) Dollars which sum shall be fully earned by BKC.

2. ROYALTY. The following paragraph replaces Section 9.A. of the Franchise Agreement.

During the Term of this Agreement, Franchisee agrees to pay to BKC a royalty ("Royalty") for the use of the BURGER KING System and the BURGER KING Marks. Royalties shall be paid monthly by the tenth (10th) day of each month based upon Gross Sales for the preceding month. The percentage of Gross Sales payable as a Royalty shall be as follows:

(i) For the period beginning 20 and ending

. 20 r Sales.

,20 (ii)

(

Sales.

,20 (iii) ,F

For the period beginning , 20 and ending ("Period 2"), Franchisee shall pay BKC Royalties equal to % of Gross

For the period beginning , 20 and ending

i 20 , Franchisee shall pay BKC Royalties equal to 4.5% of Gross Sales.

During the first Twelve (12) month period of this Agreement, should annual Gross Sales at the Franchised Restaurant not exceed $755,000.00 of the average annual Gross Sales for that same period of all other BKC current mall restaurants in the Designated Marketing Area where the Franchised Restaurant resides, then BKC shall extend the 1% Royalty referenced above for an additional year

Franchise Addendum (MIP - Owner/Operator) Exhibit P (10/2012) BK*

This Franchise Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

Franchise Addendum (MIP - Owner/Operator) Exhibit P (10/2012) BK*

By: Sr. Manager, Franchise Administration

Attest: Franchise Development Specialist

FRANCHISEE:

V-d 1I9IHX3

NEW EXHIBIT

MALL INCENTIVE PROGRAM ADDENDUM BURGER KING® Restaurant #

This Franchise Agreement Addendum ("Franchise Addendum") is made as of the day of , 20 , by and between BURGER KING

CORPORATION, a Florida corporation, ("BKC"), and ("Franchisee"). This Franchise

Addendum is part of the franchise agreement entered into by parties on the same date (the "Agreement") under which Franchisee is licensed to own and operate the BURGER KING® Restaurant referred to as BK# (the "Franchised Restaurant"). In the event of any conflicts between the terms of the Agreement and the terms of this Franchise Addendum, the terms of this Franchise Addendum shall control.

1. FRANCHISE FEE: INITIAL OBLIGATIONS. The following paragraph replaces Section 2 of the Agreement.

Franchisee acknowledges that the grant of this franchise constitutes the . consideration for the payment by Franchisee to BKC of ($ ) Dollars which sum shall be fully earned by BKC.

2. ROYALTY. The following paragraph replaces Section 9.A. of the Franchise Agreement.

During the Term of this Agreement, Franchisee agrees to pay to BKC a royalty ("Royalty") for the use of the BURGER KING System and the BURGER KING Marks. Royalties shall be paid monthly by the tenth (10th) day of each month based upon Gross Sales for the preceding month. The percentage of Gross Sales payable as a Royalty shall be as follows:

(i) For the period beginning , 20 and ending , 20 ("Period 1"), Franchisee shall pay BKC Royalties equal to 1% of Gross

Sales.

(ii) For the period beginning > 20 and ending , 20 ("Period 2"), Franchisee shall pay BKC Royalties equal to _ % of Gross

Sales.

For the period beginning , 20 and ending , 20 , Franchisee shall pay BKC Royalties equal to 4.5% of Gross Sales.

During the first Twelve (12) month period of this Agreement, should annual Gross Sales at the Franchised Restaurant not exceed $755,000.00 of the average annual Gross Sales for that same period of all other BKC current mall restaurants in the Designated Marketing Area where the Franchised Restaurant resides, then BKC shall extend the 1% Royalty referenced above for an additional year.

Franchise Addendum (MIP/Entity) Exhibit P-1 (10/2012) BK*

This Franchise Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

Franchise Addendum (MIP/Entity) Exhibit P-1 (10/2012) BK*

By: Sr. Manager, Franchise Administration

Attest: Franchise Development Specialist

FRANCHISEE:

a *

By: ., Managing Owner

Attest: Print Name: Title:

3-d 1I9IHX3

NEW EXHIBIT

MALL INCENTIVE PROGRAM ADDENDUM BURGER KING® Restaurant #

This Franchise Agreement Addendum ("Franchise Addendum") is made as ofthe day 0 f ^ , 20 , by and between BURGER KING

CORPORATION, a Florida corporation, ("BKC"), and ("Franchisee"). This Franchise

Addendum is part of the franchise agreement entered into by parties on the same date (the "Agreement") under which Franchisee is licensed to own and operate the BURGER KING® Restaurant referred to as BK# (the "Franchised Restaurant"). In the event of any conflicts between the terms of the Agreement and the terms of this Franchise Addendum, the terms of this Franchise Addendum shall control.

1. FRANCHISE FEE: INITIAL OBLIGATIONS. The following paragraph replaces Section 2 of the Agreement.

Franchisee acknowledges that the grant of this franchise constitutes the consideration for the payment by Franchisee to BKC of ($ ) Dollars which sum shall be fully earned by BKC.

2. ROYALTY. The following paragraph replaces Section 9.A. of the Franchise Agreement.

During the Term of this Agreement, Franchisee agrees to pay to BKC a royalty ("Royalty") for the use of the BURGER KING System and the BURGER KING Marks. Royalties shall be paid monthly by the tenth (10th) day of each month based upon Gross Sales for the preceding month. The percentage of Gross Sales payable as a Royalty shall be as follows:

(i) For the period beginning , 20 and ending

20 ("1 Sales.

(ii) 20 ('

Sales.

(iii) - , 20 ,F

(ii) For the period beginning , 20 and ending

For the period beginning , 20 and ending _ , 20 , Franchisee shall pay BKC Royalties equal to 4.5% of Gross Sales.

During the first Twelve (12) month period of this Agreement, should annual Gross Sales at the Franchised Restaurant not exceed $755,000.00 of the average annual Gross Sales for that same period of all other BKC current mall restaurants in the Designated Marketing Area where the Franchised Restaurant resides, then BKC shall extend the 1 % Royalty referenced above for an additional year.

Franchise Addendum - (MIP/Corporate) Exhibit P-2 (10/2012) BK*

This Franchise Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING CORPORATION

Franchise Addendum - (MIP/Corporate) Exhibit P-2 (10/2012) BK#

By: Sr. Manager, Franchise Administration

Attest: Franchise Development Specialist

FRANCHISEE:

a *

By: Print Name: Title:

Attest: Print Name: Title:

O 1I9IHX3

POTENTIAL FRANCHISE SELLERS

As required by the amended FTC rule, listed below are the persons who may be classified as "Franchise Sellers". The principal place of business and telephone number for all persons listed is 5505 Blue Lagoon Drive, Miami,

c i w i m a ' f c w , t ^ w w , v . w w w w w . • -

Mohamed S. Afandi • Lori Gonzalez 1 - Jeffrey Piccolo

Sheelu Anto _ Rohan Gopaldas Monica Rendon Keith Bakker " Jacqueline Graham Esther Riera Todd K. Bartmess 2 Kevin Higgins Annette Rodriguez Brian Caceres Gregory Mines Nancy B. Rodriguez Donna Cannizzo Lorene Hoeldtke Eladio Romeo Linda Chadwick Roxann Huebl Gordon Rowan Joseph Christina Ario Johnson Deborah Salkill

|—r Lisa Church Sylvie Jordan Julio Sanchez David Crisfulla James Joy Vivian Santamaria Rosi Delia Donna Kellerman Anthony James Scardino Helen Dozois Eric Kenney Connie Schmidt-Fust Diane Ericson Christine Leblond Christopher Schniepp Jamal Fartia Arun B. Malvea Erika Soulier Andrew Fenton Deborah Miller Simon Tisminesky Eric Fernandez Jim Myers

_ Michael Trifari

Kevin Fernandez Gary Nauman Jacqueline Vanella Gary Ford Anita Oetgen c Steve Wiborg Catherine Garcia Jose Padilla c James Lee Wiederkehr Catherine Garcia

John Phillips c Alexandra Williams

Potential Franchise Sellers | Exhibit P f l (04/2012) (Amended 07/2012)

RECEIPT PAGES

Item 23

RECEIPT

This Disclosure Document summarizes certain provisions ofthe Franchise Agreement and other information in plain language. Read this Disclosure Document and all agreements carefully.

If Burger King Corporation offers you a franchise, it must provide this Disclosure Document to you 14 calendar days before you sign a binding agreement with, or make a payment to, the franchisor or an affiliate in connection with the proposed franchise sale (or sooner if required by applicable state law).

Rhode Island requires that we give you this Disclosure Document at the earlier of the first personal meeting or 10 business days before the execution of tbe franchise or other agreement or the payment of any consideration that relates to tbe franchise relationship.

Michigan requires that we give you this Disclosure Document at least 10 business days before the execution of any binding franchise or other agreement or the payment of any consideration, whichever occurs first

a ^ S ^ Z ^ ^ ^ Exhibit M . Burger King Corporation authorizes the respective stale agencies identified on Exhibit I to receive service of process for BKC in their state.

I The name, principal business address, and telephone number ofthe franchise sellers offering Burger King® franchises are listed on Exhibit Pfi. TTie franchise sellers) for this Burger King® franchise are noted on the Exhibit.

Schedule 6, State Addenda to Franchise Documents and the following Exhibits:

A. Personal Profile Franchise Application (Indivi dual/Owner Operator and Entity); A - l . Personal Financial Statement; A-2 New Development Application and General

=s=^=^wg==BS%a^%S5a (Individual/Owner-Opcrator); E- l . Non-Trai

' ^ ^ ^ ^ - ~ z ^ ^ f ^ ^ ,n tfwtorti P-i M f ln m^nriv, P — m AiH-ndum iF.ntitvY. P-2. Mall Inrrntivf Pmrnim AlWflMlllllI Klnnmrald; Q- Potential Franchise Sellers. Please indicate the date on which you received this Disclosure Document, sign and print your name below, and promptly return one completed copy ofthe Receipt to BKC at 5505 Blue Lagoon Drive, Miami, Florida 33126; Facsimile (305) 378-3502; the second copy of the Receipt is for your records. Date Disclosure Document Received [ Date Disclosure Document Received:

If owner/operator structure: I r structure:

Print Name: Signature of Managing Owner Date: —

Print Name Print Name of Managing Owner

Dale: Date:

.(individually or as an officer or member of)

Print Name:

Print Name: ™ n t n a m c o f

Date:

Print N ^ - Type of entity (corporation, LLC, etc.)

Date:

State of incorporation/formation | S > (Amended 0*102012) Last Pages - After ExhibHs and Schedutes

Item 33

RECEIPT

This Disclosure Document summarizes certain provisions ofthe Franchise Agreement and other information in plain language. Read this Disclosure Document and all agreements carefully.

If Burger King Corporation offers you a franchise, it must provide this Disclosure Document to you 14 calendar days before you sign a binding agreement with, or make a payment to, the franchisor or an affiliate in connection with the proposed franchise sale (or sooner if required by applicable state law).

Rhode Island requires that we give you this Disclosure Document at the earlier of the first personal meeting or 10 business days before the execution of the franchise or other agreement or the payment of any consideration that relates to the franchise relationship.

Michigan requires that we give you this Disclosure Document at least 10 business days before the execution of any binding franchise or other agreement or the payment of any consideration, whichever occurs first

If Burger King Corporation does not deliver this Disclosure Document on time or if it contains a false or misleading statement or a material omission, a violation of federal law and state law may have occurred and should be reported to the Federal Trade Commission, Washington, D C , 20580 and the state agency listed in Exhibit l - l .

Burger King Corporation authorizes the respective state agencies identified on Exhibit I to receive service of process for BKC in their state.

The name, principal business address, and telephone number ofthe franchise sellers offering Burger King® franchises are listed on Exhibit % The franchise sellers) for this Burger King® franchise are noted on the Exhibit

1 have received a Franchise Disclosure Document with an issuance date of April 26. 2012, as amended JW^HActober 31.2012. For state specific effective dates see page entitled "State Specific Effective Dates". This Franchise Disclosure Document included Schedule 1, Financial Statements, Schedule 2, U.S. BKC Franchisees as of Fiscal Year Ended December 31, 2011, Schedule 3, List of BKC-owned Burger King® Restaurants as of Fiscal Year Ended December 31, 2011, Schedule 4, U.S. Franchisees Who Ceased Operation of Restaurant Locations During Fiscal Year ended December 31. 2011, Schedule 5, State Addenda to Disclosure Document, Schedule 6, State Addenda to Franchise Documents and the following Exhibits:

A. Personal Profile Franchise Application (Individual/Owner-Operator and Entity); A - l . Personal Financial Statement; A-2. New Development Application and General Release (individual/Owner-Operator Ownership); A-3. New Development Application and General Release (Entity Ownership); A-4. Franchise Application and General Release Individual/Owner-Operator; A-5. Franchise Application and General Release Entity, A-6. Site Application; A-7. New Development Application and General Release (Corporate); A-8. Franchise Application and General Release Corporate; B- l . Target Reservation Agreement; B-2. Multiple Target Reservation Agreement; C. Franchise Agreement (Individual/Owner-Operator); D. Franchise Agreement (Entity); D-l. Replacement Franchise Addendum; D-2. Owner's Guaranty; D-3. Non-Traditional WHOPPER* Bar Facility Addendum; D-4. Non-Traditional WHOPPER* Bar Facility Addendum (Corporate); E. Non-Traditional Facility Addendum (individual/Owner-Operator); E. Non-Traditional Facility Addendum (Entity); F. Franchise Agreement (Corporate); F-l. Non-Traditional Facility Addendum (Corporate); G. Lease/Sublease Agreement; G-l . BKG Addendum to BKL Lease/Sublease; G-2. Deposit Agreement; H. Asset Purchase Agreement; L Registered Agents; I I. Regulatory Authorities; J. DMA Program Agreement (Investment Spending); K. Website User Agreement; L. Employee Franchise Ownership Program Enrollment Agreement; L - l . Acknowledgment and Release; L-2. Addendum to Lease/Sublease Agreement; L-3. Addendum to Franchise Agreement; M. Franchise Agreement Addendum (DIP/Owner-Operalor); M I. Franchise Agreement Addendum (DIP/Corporate); M-2. Franchise Agreement Addendum (DIP/Entity); N. Rabobank Financing Documents (Construction Loan [and Security] Agreement); N-l . Rabobank Financing Documents (Construction Loan Promissory Note); N-2. Rabobank Financing Documents (Construction Loan Guaranty of Payment and Performance); O. ITP Program Aprwmpnk O-l. ITP Program Agrfrmrnt - 1 Jte F.ntrv fOwner-Onerfltprt: 0-2. ITP Program Agrwrnenf - lj»tg Entrv (Cnrnnnte): 0-3 ITP Successor Franchise Addendum (Complete 20/20 Remodels); O-M. ITP Successor Franchise Addendum (Phased 20/20 Remodels); Snccwwor Franrhhr Ari^nrinm mKI.IPt: P. Mall Inrentive Prmram Addendum <Own,r/On-ralorl : P - l . Mall IncnHv, Program AHrii-nrinm fFnritvl: P-2. Mall Incentive Program Addendum fCornorate); O. Potential Franchise Sellers.

Please indicate the date on which you received this Disclosure Document, sign and print your name below, and promptly return one completed copy ofthe Receipt to BKC at 5505 Blue Lagoon Drive, Miami, Florida 33126; Facsimile (305) 378-3502; the second copy ofthe Receipt is for your records.

Date Disclosure Document Received Date Disclosure Document Received:

If owner/operator structure: If entity structure:

Print Namc: Signature of Managing Owner Date:

Print Namc:_ Print Name of Managing Owner Date: Date:

.(individually or as an officer or member of) Print Name-

Print Name: Print name of entity Date:

Print Name: Type of entity (corporation, LLC, etc.) Date:

Item 23 | 04/2012 (Amended 0714/2012) Last Pages - After Exhibits and Schedules

Slate of incorporation/formation

M/2012 (Amended 07^2012) Last Pages - After Exhibits and Schedules