FRANCHISE DISCLOSURE DOCUMENT

BASKIN-ROBBINS FRANCHISING LLC a Delaware limited liability company

130 Royall Street Canton, Massachusetts 02021

(781) 737-3000www.baskinrobbinsfranchising.com franchiseinfo@baskinrobbins.com

The Franchisor is Baskin-Robbins Franchising LLC ("Baskin-Robbins" “we” or “BR”). We develop, operate and franchise retail restaurants utilizing the Baskin-Robbins system. Our franchised restaurants sell Baskin-Robbins ice cream, related frozen products as well as other food items and products compatible with our concept.

The total investment necessary to begin operation of a BR franchise ranges from $90,985 to $625,185. This includes a range of $3,300 to $32,400 that must be paid to the franchisor or affiliate.

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

You may wish to receive your disclosure document in another format that is more convenient for you. To discuss the availability of disclosures in different formats, contact Baskin-Robbins Franchise Information, 3 East A, 130 Royall Street, Canton, Massachusetts 02021 (tel: 1-877-800-2922).

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

Buying a franchise is a complex investment. The information in this disclosure document can help you make up your mind. More information on franchising, such as "A Consumer's Guide to Buying a Franchise," which can help you understand how to use this disclosure document, is available from the Federal Trade Commission. You can contact the FTC 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.

Issued March 26, 2021.

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 administrators listed in Appendix I-B for information about the franchisor or about franchising in your state.

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

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

1. THE FRANCHISE AGREEMENT AND SDA PERMIT EITHER YOU OR US TO SUBMITDISPUTES TO A COURT OR TO ARBITRATION. THE PLACE OF ARBITRATION SHALL BEIN THE STATE IN WHICH THE STORE IS LOCATED. SOME STATES MAY HAVE LAWSREGARDING ARBITRATION/LITIGATION. SEE ADDENDA TO CONTRACTS AND/OR FDDREQUIRED BY VARIOUS STATES (APPENDIX II).

2. THE FRANCHISE AGREEMENT STATES THAT MASSACHUSETTS LAW GOVERNS THATAGREEMENT, AND THE SDA STATES THAT MASSACHUSETTS LAW GOVERNS THATAGREEMENT. THESE LAWS MAY NOT PROVIDE THE SAME PROTECTIONS ANDBENEFITS AS LOCAL LAW OR LOCAL LAW MAY APPLY REGARDLESS OF THISSTATEMENT. SEE CAVEATS REQUIRED BY VARIOUS STATES (APPENDIX I) ANDADDENDA TO CONTRACTS AND/OR FDD REQUIRED BY VARIOUS STATES (APPENDIXII), INCLUDING: HAWAII, ILLINOIS, MICHIGAN, MINNESOTA, AND RHODE ISLAND.YOU MAY WANT TO COMPARE THESE LAWS.

3. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

LOCAL LAW MAY SUPERSEDE THESE FRANCHISE AGREEMENT PROVISIONS.CERTAIN STATES REQUIRE THE SUPERSEDING PROVISIONS TO APPEAR IN ANADDENDUM IN THIS DISCLOSURE DOCUMENT.

Our agents authorized to receive service of process are listed in Appendix I-A.

In accordance with the requirements of the Federal Trade Commission, this disclosure document was issued on March 26, 2021. Certain states require franchisors to make additional disclosures related to the information contained in this disclosure document. If applicable, these additional disclosures will be furnished to you in an addendum.

If this Franchise Disclosure Document has been registered in any of the states listed in the State Effective Dates Rider, which appears at the end of this Franchise Disclosure Document, the effective date of that authorization is listed in the Exhibit.

REGISTRATION OF THIS FRANCHISE WITH THE STATE DOES NOT MEAN THAT THE STATE RECOMMENDS IT OR HAS VERIFIED THE INFORMATION IN THIS DISCLOSURE DOCUMENT. IF YOU LEARN THAT ANYTHING IN THIS DISCLOSURE DOCUMENT IS UNTRUE, CONTACT THE FEDERAL TRADE COMMISSION AND THE APPLICABLE STATE ADMINISTRATOR(S) LISTED IN APPENDIX II.

Effective Date: See page 467 for state effective dates.

NOT for use in: NORTH DAKOTA or SOUTH DAKOTA

How to Use This Franchise Disclosure Document

Here are some questions you may be asking about buying a franchise and tips on how to find more information:

QUESTION WHERE TO FIND INFORMATION

How much can I earn? Item 19 may give you information about outlet sales, costs, profits or losses. You should also try to obtain this information from others, like current and former franchisees. You can find their names and contact information in Item 20 or Exhibit VI-A, VI-B, VII-A, VII-B.

How much will I need to invest? Items 5 and 6 list fees you will be paying to the franchisor or at the franchisor’s direction. Item 7 lists the initial investment to open. Item 8 describes the suppliers you must use.

Does the franchisor have the financial ability to provide support to my business?

Item 21 or Exhibit VIII includes financial statements. Review these statements carefully.

Is the franchise system stable, growing, or shrinking?

Item 20 summarizes the recent history of the number of company-owned and franchised outlets.

Will my business be the only Baskin-Robbins business in my area?

Item 12 and the “territory” provisions in the franchise agreement describe whether the franchisor and other franchisees can compete with you.

Does the franchisor have a troubled legal history?

Items 3 and 4 tell you whether the franchisor or its management have been involved in material litigation or bankruptcy proceedings.

What’s it like to be Baskin-Robbins franchisee?

Item 20 or Exhibit VI-A, VI-B, VII-A, VII-B lists current and former franchisees. You can contact them to ask about their experiences.

What else should I know? These questions are only a few things you should look for. Review all 23 Items and all Exhibits in this disclosure document to better understand this franchise opportunity. See the table of contents.

What You Need To Know About Franchising Generally

Continuing responsibility to pay fees. You may have to pay royalties and other fees even if you are losing money.

Business model can change. The franchise agreement may allow the franchisor to change its manuals and business model without your consent. These changes may require you to make additional investments in your franchise business or may harm your franchise business.

Supplier restrictions. You may have to buy or lease items from the franchisor or a limited group of suppliers the franchisor designates. These items may be more expensive than similar items you could buy on your own.

Operating restrictions. The franchise agreement may prohibit you from operating a similar business during the term of the franchise. There are usually other restrictions. Some examples may include controlling your location, your access to customers, what you sell, how you market, and your hours of operation.

Competition from franchisor. Even if the franchise agreement grants you a territory, the franchisor may have the right to compete with you in your territory.

Renewal. Your franchise agreement may not permit you to renew. Even if it does, you may have to sign a new agreement with different terms and conditions in order to continue to operate your franchise business.

When your franchise ends. The franchise agreement may prohibit you from operating a similar business after your franchise ends even if you still have obligations to your landlord or other creditors.

Some States Require Registration

Your state may have a franchise law, or other law, that requires franchisors to register before offering or selling franchises in the state. Registration does not mean that the state recommends the franchise or has verified the information in this document. To find out if your state has a registration requirement, or to contact your state, use the agency information in Exhibit I A & B.

Your state also may have laws that require special disclosures or amendments be made to your franchise agreement. If so, you should check the State Specific Addenda. See the Table of Contents for the location of the State Specific Addenda.

Special Risks to Consider About This Franchise

Certain states require that the following risk(s) be highlighted:

1. Out-of-State Dispute Resolution. The franchise agreement requires you to resolve disputes with the franchisor by mediation, arbitration and/or litigation in the state in which the restaurant is located. Out-of-state mediation, arbitration, or litigation may force you to accept a less favorable settlement for disputes. It may also cost more to mediate, arbitrate, or litigate with the franchisor in the state in which the restaurant is located than in your own state.

Certain states may require other risks to be highlighted. Check the “State Specific Addenda” (if any) to see whether your state requires other risks to be highlighted.

TABLE OF CONTENTS

Item 1: The Franchisor, and Any Parents, Predecessors and Affiliates .................................................................1 Item 2: Business Experience ..................................................................................................................................13 Item 3: Litigation ....................................................................................................................................................15 Item 4: Bankruptcy .................................................................................................................................................21 Item 5: Initial Fees .................................................................................................................................................22 Item 6: Other Fees ..................................................................................................................................................26 Item 7: Estimated Initial Investment ......................................................................................................................33 Item 8: Restrictions on Sources of Products and Services .....................................................................................38 Item 9: Franchisee’s Obligations ............................................................................................................................41 Item 10: Financing ...................................................................................................................................................45 Item 11: Franchisor’s Assistance, Advertising, Computer Systems and Training ...................................................47 Item 12: Territory .....................................................................................................................................................59 Item 13: Trademarks ................................................................................................................................................61 Item 14: Patents, Copyrights, and Proprietary Information .....................................................................................63 Item 15: Obligation to Participate in the Actual Operation of the Franchise Business ............................................64 Item 16: Restrictions on What the Franchisee May Sell ..........................................................................................65 Item 17: Renewal, Termination, Transfer and Dispute Resolution ..........................................................................66 Item 18: Public Figures ............................................................................................................................................76 Item 19: Financial Performance Representations .....................................................................................................77 Item 20: Outlets and Franchisee Information ...........................................................................................................86 Item 21: Financial Statements ..................................................................................................................................111 Item 22: Contracts ....................................................................................................................................................148 Item 23: Receipts ......................................................................................................................................................149

A-1. Baskin-Robbins Store Development Agreement (SDA).......................................................................151 A-2. Combo Store Development Agreement (SDA) ....................................................................................161 B-1. Baskin-Robbins Franchise Agreement (FA) .........................................................................................172 B-2. Combo Franchise Agreement (FA) .......................................................................................................195 B-3. Conditional Option(s) to Extend ...........................................................................................................218 B-4a. BR Development Incentive (for Single-Restaurant SDA or no SDA) ..................................................220 B-4b. BR Development Incentive (for Multi-Restaurant SDA) .....................................................................222 B-4c. BR Capital Contribution Development Incentive……………………………………………………..224 B-5. BR Restaurant Transfer Sales Increase Incentive .................................................................................227 B-6a. New Combo Incentive (for Single-Restaurant SDA or no SDA) .........................................................229 B-6b. New Combo Incentive (for Multi-Restaurant SDA) .............................................................................230 B-7a. BR Military Veterans Development Incentive ......................................................................................231 B-7b. BR Military Veterans Existing BR Ownership Incentive .....................................................................234 B-8. Combo Retrofit Incentive .....................................................................................................................236 B-9. BR Multi-Restaurant Ownership Incentive ...........................................................................................237 C. Sample Loan Documents:

C-1. DBI Sample Promissory Note ....................................................................................................239 C-2. FNB Agreement……………………………………………………………………………......244

D-1. Sublease ................................................................................................................................................256 E-1. Option to Assume (Franchisee's) Lease (3 party) .................................................................................269 E-2. Lease Option Agreement ......................................................................................................................271 E-3. Option to Assume (Franchisee’s) Lease (4 party) ................................................................................285

F-1. Rider to Contract for Sale ....................................................................................................................287 F-2. Agreement to Transfer by the Sale of Assets ........................................................................................309 F-3. Agreement to Transfer by the Sale of Stock .........................................................................................322 G. Offer Letter ...........................................................................................................................................335 H. Participant Agreement ..........................................................................................................................342 I-1. Contract for Sale (Brokerage Transactions) ..........................................................................................345 I-2. Contract for Sale (Corporate Developed Restaurants) ..........................................................................357 J. Termination Agreement ........................................................................................................................369 K. General Release ...................................................................................................................................372 L. Temporary Operating Agreement .........................................................................................................374 M. Intranet Terms of Use ...........................................................................................................................376 N. BR Relocation Incentive Offer to Select BR Restaurants .....................................................................382 O. Electronic Payment Participation Agreement .......................................................................................386 P. Certificate of Resolution and Incumbency ............................................................................................392

Other Exhibits

Appendix I-A List of Registered Agents ............................................................................................................394 Appendix I-B Directory of Administrative Agencies ........................................................................................395 Appendix II List of International Affiliates .....................................................................................................396 Appendix III Schedules/Addenda/Notices Required by Various States ...........................................................398 Appendix IV Operating Manual Table of Contents .........................................................................................408 Appendix V Region List ..................................................................................................................................417 Appendix VI-A List of Current Baskin-Robbins Restaurant Franchisees and Area Developers ..........................420 Appendix VI-B List of Former Baskin-Robbins Restaurant Franchisees .............................................................436 Appendix VII-A List of Current Combo Restaurant Franchisees and Area Developers ........................................440 Appendix VII-B List of Former Combo Restaurant Franchisees ...........................................................................462 Appendix VIII Guarantee of Performance (by DB Franchising Holding Company LLC)..................................466

State Effective Dates……………………………………………………………………………………………….....467 Item 23: Receipts ........................................................................................................................................................468

Item 1: The Franchisor, and any Parents, Predecessors and Affiliates

The Franchisor is Baskin-Robbins Franchising LLC. In this disclosure document, we refer to Baskin-Robbins Franchising LLC as BR, we or us. The term you means the person or entity (such as a corporation, limited liability company, partnership or other legal entity) that is granted the franchise. The term you also includes all parties who own any interest in an entity that is the franchisee (whether that interest is held directly, indirectly or beneficially).

We were formed on March 15, 2006 as a Delaware limited liability company. Our principal place of business is 130 Royall Street, Canton, Massachusetts 02021 (781-737-3000). We currently do business under the mark Baskin-Robbins (and in the organizational name Baskin-Robbins Franchising LLC). Our agents for service of process are disclosed on Appendix I.

At the end of our last fiscal year, on December 26, 2020, there were 2,219 Baskin-Robbins franchised restaurants (Restaurants) operating in the United States and an additional 5,322 Restaurants operating internationally in 51 countries plus 1 U.S. territory, Puerto Rico. As of the date of this disclosure document, we do not operate any company-owned Restaurants. Some of the franchised Baskin-Robbins Restaurants are operated on military bases, and some operate in combination with Dunkin’ restaurants (Combo Restaurants). We do not conduct any business activity other than franchising Restaurants. The number of Restaurants does not include Restaurants owned or franchised by one area developer. The area developer has 200 Restaurants.

If we offer and you agree to develop a Combo Restaurant (or purchase an existing Combo Restaurant), you will receive separate disclosure documents for each of the Dunkin’ and Baskin-Robbins brands.

Our Parent, Predecessors and Affiliates

Parent Companies: Our parent company is DB Franchising Holding Company LLC (Franchisor Holdco). Franchisor Holdco is a Delaware limited liability company and a wholly-owned subsidiary of DB Master Finance LLC (DB Master Finance). DB Master Finance (also a Delaware limited liability company formed on March 15, 2006) is an indirect wholly-owned subsidiary of Dunkin’ Brands, Inc. (Dunkin’ Brands), a Delaware corporation that was formed on December 17, 1973.

Dunkin’ Brands’ is a wholly owned subsidiary of Dunkin’ Brands Group, Inc. (DBGI), a Delaware corporation formed on November 22, 2005. In July 2011, Dunkin’ Brands Group, Inc. completed an initial public offering and its stock was publicly traded on the NASDAQ Global Select market until December 15, 2020, when DBGI was acquired by Inspire Brands, Inc (Inspire Brands).

Affiliates: Each of the affiliates listed in the table below was formed in order to hold certain assets of (or perform certain activities on behalf of) the Dunkin’ or Baskin-Robbins brand. All of our affiliates listed in the table below also maintain their offices at 130 Royall Street, Canton, Massachusetts 02021 (781-737-3000), and (except as noted) all of our affiliates are Delaware limited liability companies, and none have granted franchises in any line of business (except as otherwise noted).

Affiliate Primary Purpose

DDBR International LLC (DDBR) (formerly “Baskin-Robbins Franchised Shops LLC”) (formed March 15, 2006)

Purchases ice cream from manufacturer and re-sells to franchisees and licensees in certain domestic and foreign jurisdictions. DDBR is the franchisor for restaurants in China.

Baskin-Robbins International LLC (formed March 1, 2006)

Conducts certain international business relating to the Baskin-Robbins brand.

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Affiliate Primary Purpose

DD IP Holder LLC (formed March 15, 2006)

Holds the Dunkin’ intellectual property assets.

BR IP Holder LLC (formed March 15, 2006)

Holds the Baskin-Robbins’ intellectual property assets.

DBI Stores LLC (formed June 30, 2005)

Previously owned and operated company-owned restaurants. (As of the date of this disclosure document, none of our affiliates own or operate any restaurants.)

DB Real Estate Assets I LLC (formed March 15, 2006)

Owns real estate or holds prime leases for properties that are leased or subleased to franchisees for the operation of Dunkin’ or Baskin-Robbins restaurants.

DB Real Estate Assets II LLC (formed March 15, 2006)

Owns real estate or holds prime leases for properties that are leased or subleased to franchisees for the operation of Dunkin’ or Baskin-Robbins restaurants.

SVC Service II Inc. (formerly “SVC Service II LLC” and formed April 24, 2006), a Tennessee corporation that was converted from a Colorado corporation (that was converted from a Colorado limited liability company on January 1, 2012.) on March 27, 2020

Provides for the collection of stored value card funds and the payment of the stored value card program expenditures.

A list of our international affiliates that are franchisors of the Dunkin’ brand, the Baskin-Robbins brand, or that provide services to franchisees and licensees of either brand is included as Appendix II.

Inspire Brands

As of December 15, 2020, Inspire Brands acquired DBGI and became our ultimate parent company. Inspire Brands’ principal business address is Three Glenlake Parkway NE, Atlanta, Georgia 30328 (678-514-4100).

Inspire Brands (Inspire) is a global multi-brand restaurant company, launched in February 2018 upon completion of the merger of the Arby’s and Buffalo Wild Wings brands. Subsidiaries of Inspire own and administer the network of franchised and company-owned restaurants operating under the Arby’s, Buffalo Wild Wings, Jimmy John’s, Rusty Taco, Sonic, Dunkin’ and Baskin-Robbins brands.

• Arby’s Franchisor, LLC (Arby’s) is a franchisor of quick-serve restaurants operating under the Arby’s® trade name and business system that feature slow-roasted, freshly sliced roast beef and other deli-style sandwiches. Arby’s principal place of business is Three Glenlake Parkway NE, Atlanta, Georgia 30328. In July 2011, Arby’s became an Affiliated Program through an acquisition. Arby’s has been franchising since 1965 and, as of January 3, 2021, there were approximately 3,367 Arby’s restaurants operating in the United States (2,175 franchised and 1,192 company-owned), and 154 franchised Arby’s restaurants operating internationally. Predecessors and former affiliates of Arby’s have, in the past, offered franchises for other restaurant concepts including T. J. Cinnamons® stores that served gourmet baked goods. All of the T.J. Cinnamons locations have closed. Other than as described in this paragraph, Arby’s has not offered franchises in any other line of business.

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• Buffalo Wild Wings International, Inc. (BWWI) is a franchisor of sports entertainment-oriented casual sports bars that feature chicken wings, sandwiches, and other products, alcoholic and other beverages, and related services under the Buffalo Wild Wings name (Buffalo Wild Wings Sports Bars) and restaurants that feature chicken wings and other food and beverage products primarily for off-premises consumption under the Buffalo Wild Wings GO name (BWW-GO Restaurants). BWWI’s principal business address is Three Glenlake Parkway NE, Atlanta, Georgia 30328. BWWI has offered franchises for Buffalo Wild Wings Sports Bars since April 1991 and for BWW-GO Restaurants since December 2020. As of January 3, 2021, there were 1,205 Buffalo Wild Wings Sports Bars operating in the United States (531 franchised and 674 company-owned) and 72 Buffalo Wild Wings or B-Dubs restaurants operating outside the United States (59 franchised and 13 company-owned). As of January 3, 2021, there was 1 BWW-GO Restaurant operating in the United States (0 franchised and 1 company-owned). BWWI has never offered franchises in any other line of business.

• Rusty Taco, Inc. (RTI) is the franchisor of Rusty Taco® (formerly R Taco®) restaurants. Its principal business address is Three Glenlake Parkway NE, Atlanta, Georgia 30328. RTI has offered franchises for Rusty Taco restaurants since May 2015, but its predecessors have been franchising Rusty Taco restaurants since 2010. As of January 3, 2021, there were 34 Rusty Taco restaurants (30 franchised and 4 company-owned) in operation. RTI has never offered franchises in any other line of business.

• Sonic Franchising LLC (Sonic) became an Affiliated Program through an acquisition in December 2018. Sonic’s principal business address is Three Glenlake Parkway NE, Atlanta, Georgia 30328. Sonic has offered franchises for Sonic Drive-In restaurants, which serve hot dogs, hamburgers and other sandwiches, tater tots and other sides, a full breakfast menu and frozen treats and other drinks, since May 2011. As of January 3, 2021, there were 3,522 Sonic Drive-Ins (3,251 franchised and 271 company-owned) in operation. Sonic has never operated or offered franchises in any other line of business.

• Jimmy John’s Franchisor SPV, LLC (JJF) is a franchisor of restaurants operating under the JIMMY JOHN’S® trade name and business system that feature high-quality deli sandwiches, fresh baked breads, and other food and beverage products. Its principal place of business is Three Glenlake Parkway NE, Atlanta, Georgia 30328. JJF became an Affiliated Program through an acquisition in October 2016 and became part of Inspire Brands by merger in 2019. JJF and its predecessor have been franchising since 1993 and, as of January 3, 2021, had 2,702 restaurants operating in the United States (2,651 franchised and 51 affiliate-owned). JJF has not offered franchises in any other line of business.

Through control with private equity funds managed by Roark Capital Management, LLC, an Atlanta-based private equity firm, we are affiliated with the following franchise programs (Affiliated Programs). None of these affiliates operate a Dunkin’ or Baskin-Robbins franchise.

Focus Brands Inc. (Focus Brands) is the indirect parent company to seven franchisors, including: Auntie Anne’s Franchisor SPV LLC (Auntie Anne’s), Carvel Franchisor SPV LLC (Carvel), Cinnabon Franchisor SPV LLC (Cinnabon), Jamba Juice Franchisor SPV LLC (Jamba), McAlister’s Franchisor SPV LLC (McAlister’s), Moe’s Franchisor SPV LLC (Moe’s), and Schlotzsky’s Franchisor SPV LLC (Schlotzsky’s). All seven Focus Brands franchisors have a principal place of business at 5620 Glenridge Drive NE, Atlanta, GA 30342 and have not offered franchises in any other line of business.

• Auntie Anne’s franchises Auntie Anne’s® shops that offer soft pretzels, lemonade, frozen drinks and related foods and beverages. In November 2010, the Auntie Anne’s system became affiliated with Focus Brands through an acquisition. Auntie Anne’s predecessor began offering franchises in January 1991. As of December 31, 2020, there were approximately 1,140 franchised facilities and 12 affiliate-owned facilities in the United States and approximately 726 franchised facilities operating outside the United States.

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• Carvel is a leading retailer of branded ice cream cakes in the United States and a producer of premium soft-serve ice cream. The Carvel system became an Affiliated Program in October 2001 and became affiliated with Focus Brands in November 2004. Carvel’s predecessor began franchising retail ice cream shoppes in 1947. As of December 31, 2020, there were 311 domestic retail shoppes (including 1 shoppe co-branded in a Schlotzsky’s restaurant operated by our affiliate), 37 international retail shoppes, and 5 foodservice locations operated by independent third parties that offer Carvel® ice cream and frozen desserts including cakes and ice cream novelties.

• Cinnabon licenses independent third parties to operate domestic and international franchised Cinnabon® bakeries and Seattle’s Best Coffee® franchises on military bases in the United States and in certain international countries, and to use the Cinnabon trademarks on products dissimilar to those offered in Cinnabon bakeries. In November 2004, the Cinnabon system became affiliated with Focus Brands through an acquisition. Cinnabon’s predecessor began franchising in 1990. As of December 31, 2020, franchisees operated 940 Cinnabon retail outlets in the United States and 706 Cinnabon retail outlets outside the United States and 174 Seattle’s Best Coffee units outside the United States. As of December 31, 2020, Cinnabon LLC operated 2 affiliate-owned Cinnabon retail outlet in the United States.

• Jamba franchises feature a wide variety of fresh blended-to-order smoothies and other cold or hot beverages and offer fresh squeezed juices and portable food items to customers who come for snacks and light meals. Jamba has offered JAMBA® franchises since October 2018. In October 2018, Jamba became affiliated with Focus Brands through an acquisition. Jamba’s predecessor began franchising in 1991. As of December 31, 2020, there were approximately 762 franchised stores in the United States, 67 franchised stores outside the United States, and 5 affiliate-owned stores in the United States.

• McAlister’s offers full-size and non-traditional fast casual restaurants offering counter-service, on-premises and take-out services featuring a complete or limited line of deli foods, including hot and cold deli sandwiches, baked potatoes, salads, soups, desserts, iced tea and other food and beverage products under the names MCALISTER’S DELI® or MCALISTER’S SELECT®. McAlister’s system became an Affiliated Program through an acquisition in July 2005, and the McAlister’s system became affiliated with Focus Brands in October 2013. McAlister’s or its predecessor have been franchising since 1999. As of December 31, 2020, there were 448 domestic franchised restaurants and 33 affiliate-owned restaurants.

• Moe’s franchises Moe’s Southwest Grill® fast casual restaurants which feature fresh-mex and southwestern food. In August 2007, the Moe’s system became affiliated with Focus Brands through an acquisition. Moe’s predecessor began offering Moe’s franchises in 2001. As of December 31, 2020, there were 679 franchised Moe’s restaurants operating in the United States, 1 operating outside the United States, and 2 affiliate-owned Moe’s restaurants in the United States.

• Schlotzsky’s franchises Schlotzsky’s® quick-casual restaurants which feature sandwiches, pizza, soups, and salads. Schlotzsky’s signature items are its “fresh-from-scratch” sandwich buns and pizza crusts that are baked on-site every day. In November 2006, the Schlotzsky’s system became affiliated with Focus Brands through an acquisition. Schlotzsky’s restaurant franchises have been offered since 1976. As of December 31, 2020, there were 310 franchised Schlotzsky’s restaurants and 23 affiliate-owned Schlotzsky’s restaurants.

Primrose School Franchising SPE, LLC (Primrose) is a franchisor that offers franchises for the establishment, development and operation of educational child care facilities serving families with children from 6 weeks to 12 years old operating under the Primrose® name. Primrose’s principal place of business is 3200 Windy Hill Road SE, Suite 1200E, Atlanta GA 30339. Primrose became an Affiliated Program through an acquisition in June 2008. Primrose and its affiliates have been franchising since 1988 and as of December 31, 2020 had 445 franchised facilities. Primrose has not offered franchises in any other line of business.

Pet Valu Canada Inc. (Pet Valu) is a franchisor that offers franchises for specialty retail stores operating under the trademark “Pet Valu” that sell food and supplies for dogs, cats, birds, fish, reptiles and small animals. Pet Valu’s

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principal place of business is 130 Royal Crest Court, Markham, Ontario L3R 0A1. Pet Valu became an Affiliated Program through an acquisition in August 2009. Pet Valu has been franchising since 1987. As of December 28, 2020, the Pet Valu enterprise operated stores in Canada under 5 different banners: (i) 847 Pet Valu branded stores with 315 franchised stores and 158 company-owned stores in Canada; (ii) 19 Paulmac’s Pet Foods-branded stores in Canada consisting of 14 franchised and 5 company-owned stores; (iii) 71 Bosley’s Pet Food Plus-branded stores in British Columbia, Canada consisting of 31 franchised and 40 company-owned stores; (iv) 8 company-owned Tisol-branded stores; and (v) 16 Total Pet-branded stores. Pet Valu stores have not offered franchises in any other line of business and currently only offers franchises for the operation of Pet Valu stores in Canada. Pet Supermarket, an affiliate of Pet Valu through common ownership and/or control, operated 222 Pet Supermarket company-owned stores at the end of fiscal year 2020.

ME SPE Franchising, LLC (Massage Envy) is a franchisor of businesses that offers professional therapeutic massage services, facial services and related goods and services under the name “Massage Envy®” since 2019. Massage Envy’s principal place of business is 14350 North 87th Street, Suite 200, Scottsdale, Arizona 85260. Massage Envy’s predecessor began operation in 2003, commenced franchising in 2010, and became an Affiliated Program through an acquisition in 2012. As of December 31, 2020, there were 1,127 franchised Massage Envy locations operating in the United States. Additionally, Massage Envy’s predecessor previously sold franchises for regional developers, who acquired a license for a defined region in which they were required to open and operate a designated number of Massage Envy locations either by themselves or through franchisees that they would solicit. As of December 31, 2020, there were 11 regional developers operating 12 regions in the United States. Massage Envy has not offered franchises in any other line of business.

CKE Inc. (CKE), through two indirect wholly-owned subsidiaries (Carl’s Jr. Restaurants LLC and Hardee’s Restaurants LLC), owns, operates and franchises quick serve restaurants operating under the Carl’s Jr.®, Hardee’s®, Green Burrito® and Red Burrito® trade names and business systems. Carl’s Jr. restaurants and Hardee’s restaurants offer a limited menu of breakfast, lunch and dinner products featuring charbroiled 100% Black Angus Thickburger® sandwiches, Hand-Breaded Chicken Tenders, Made from Scratch Biscuits and other related quick serve menu items. Green Burrito and Red Burrito each offer certain Mexican food products in a quick-serve format. Green Burrito franchises are only offered in conjunction with a Carl’s Jr. Dual Concept Restaurant that incorporates the Green Burrito Dual Concept System. Red Burrito franchises are only offered in conjunction with a Hardee’s Dual Concept Restaurant that incorporates the Red Burrito Dual Concept System. CKE Inc.’s principal place of business is 6700 Tower Circle, Suite 1000, Franklin, Tennessee. In December 2013, CKE Inc. became an Affiliated Program through an acquisition. Hardee’s restaurants have been franchised since 1961 and Red Burrito Dual Concept restaurants have been franchised since 2006. As of January 26, 2021, there were 203 company-operated Hardee’s restaurants, including 29 Red Burrito Dual Concept restaurants, and there were 1,565 domestic franchised Hardee’s restaurants, including 228 Red Burrito Dual Concept restaurants. Additionally, there were 415 franchised Hardee’s restaurants operating outside the United States. Carl’s Jr. restaurants have been franchised since 1984 and Green Burrito Dual Concept restaurants have been franchised since 1996. As of January 26, 2021, there were 48 company-operated Carl’s Jr. restaurants, including 5 Green Burrito Dual Concept restaurants, and there were 1,031 domestic franchised Carl’s Jr. restaurants, including 290 Green Burrito Dual Concept restaurants. In addition, there were 566 franchised Carl’s Jr. restaurants operating outside the United States, including 1 Green Burrito Dual Concept restaurant. Neither CKE nor its subsidiaries that operate the above-described franchise systems have offered franchises in any other line of business.

Driven Holdings, LLC (Driven Holdings) is the indirect parent company to 10 franchisors, including Meineke Franchisor SPV LLC (Meineke), Maaco Franchisor SPV LLC (Maaco), Drive N Style Franchisor SPV LLC (DNS), Econo Lube Franchisor SPV LLC (Econo Lube), Merlin Franchisor SPV LLC (Merlin), CARSTAR Franchisor SPV LLC (CARSTAR), 1-800-Radiator Franchisor SPV LLC (1-800-Radiator), Take 5 Franchisor SPV LLC (Take 5), ABRA Franchisor SPV LLC (ABRA) and FUSA Franchisor SPV LLC (FUSA). In April 2015, Driven Holdings and its franchised brands at the time (Meineke, Maaco, DNS, Merlin and Econo Lube) became Affiliated Programs through an acquisition. Subsequently, through acquisitions in June 2015, October 2015, March 2016, September 2019, and April 2020, respectively, the 1-800-Radiator, CARSTAR, Take 5, ABRA and FUSA brands became Affiliated Programs. The principal business address of Meineke, Maaco, DNS, Econo Lube, Merlin, CARSTAR, Take 5, ABRA and FUSA is 440 South Church Street, Suite 700, Charlotte, North Carolina 28202. 1-800 Radiator’s

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principal business address is 4401 Park Road, Benicia, California 94510. All 10 franchisors have not offered franchises in any other line of business.

• Meineke franchises automotive centers which offer to the general public automotive repair and maintenance services that it authorizes from time to time. These services currently include repair and replacement of exhaust system components, brake system components, steering and suspension components (including alignment), belts (V and serpentine), cooling system service, CV joints and boots, wiper blades, universal joints, lift supports, motor and transmission mounts, trailer hitches, air conditioning, state inspections, tire sales, tune ups and related services, transmission fluid changes and batteries. Meineke and its predecessors have offered Meineke center franchises since September 1972, and Meineke’s affiliate has owned and operated Meineke centers on and off since March 1991. As of December 26, 2020, there were 696 Meineke centers, 25 Meineke centers co-branded with Econo Lube, and no company-owned Meineke centers or company-owned Meineke centers co-branded with Econo Lube operating in the United States.

• Maaco and its predecessors have offered Maaco center franchises since February 1972 providing automotive collision and paint refinishing. As of December 26, 2020, there were 424 franchised Maaco centers and no company-owned Maaco centers in the United States.

• DNS is the franchisor of 3 franchise systems: Drive N Style® franchises, AutoQual® franchises and Aero Colours® franchises. DNS and its predecessors have offered Drive N Style franchises since October 2006. A Drive N Style business offers both interior and exterior reconditioning and maintenance services, exterior paint repair and refinishing services and interior and exterior protection services for consumer vehicles. As of December 26, 2020, there were 39 Drive N Style franchises and no company-owned Drive N Style businesses in the United States. DNS and its predecessors have offered AutoQual franchises since February 2008. AutoQual businesses offer various services relating to the interior of automotive vehicles, including, among other things, cleaning, deodorizing, dyeing, and masking of carpets, seats, and trim. As of December 26, 2020, there were 14 AutoQual franchises and no company-owned AutoQual businesses in the United States. DNS and its predecessors have offered Aero Colours franchises since 1998. Aero Colours businesses offer various services related to the exterior of automotive vehicles, including paint touch-up, repair and refinishing that is performed primarily on cars at automobile dealerships or at the customer’s home or place of business. As of December 26, 2020, there were 6 Aero Colours franchises and no company-owned Aero Colours businesses in the United States.

• Merlin franchises Merlin 200,000 Miles Shops®, which provide automotive repair services specializing in vehicle longevity, including the repair and replacement of automotive exhaust, brake parts, ride and steering control system and tires. Merlin and its predecessors offered franchises from July 1990 to February 2006 under the name “Merlin Muffler and Brake Shops,” and have offered franchises under the name “Merlin 200,000 Mile Shops” since February 2006. As of December 26, 2020, there were 27 Merlin franchises and no company-owned Merlin shops located in the United States.

• Econo Lube offers franchises that provide oil change services and other automotive services including brakes, but not including exhaust systems. Econo Lube’s predecessor began offering franchises in 1980 under the name “Muffler Crafters” and began offering franchises under the name “Econo Lube N’ Tune” in 1985. As of December 26, 2020, there were 14 Econo Lube N’ Tune franchises and 18 Econo Lube N’ Tune franchises co-branded with Meineke centers in the United States, which are predominately in the western part of the United States, including California, Arizona, and Texas, and no company-owned Econo Lube N’ Tune locations in the United States.

• 1-800-Radiator franchises distribution warehouses selling radiators, condensers, air conditioning compressors, fan assemblies and other automotive parts to automotive shops, chain accounts and retail consumers. 1-800-Radiator and its predecessor have offered 1-800-Radiator franchises since 2004. As of December 26, 2020, there were 192 1-800-Radiator franchises in operation in the United States. 1-800-Radiator’s affiliate has owned and operated 1-800-Radiator warehouses since 2001 and, as of December

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26, 2020, owned and operated 1 1-800-Radiator warehouse in the United States. 1-800-Radiator has not offered franchises in any other line of business.

• CARSTAR offers franchises for full-service automobile collision repair facilities providing repair and repainting services for automobiles and trucks that suffered damage in collisions. CARSTAR’s business model focuses on insurance-related collision repair work arising out of relationships it has established with insurance company providers. CARSTAR and its affiliates first offered conversion franchises to existing automobile collision repair facilities in August 1989 and began offering franchises for new automobile repair facilities in October 1995. As of December 26, 2020, there were 395 franchised CARSTAR facilities and no company-owned facilities operating in the United States. CARSTAR has not offered franchises in any other line of business.

• Take 5 franchises motor vehicle centers that offer quick service, customer-oriented oil changes, lubrication and related motor vehicle services and products. Take 5 commenced offering franchises in March 2017, although the Take 5 concept started in 1984 in Metairie, Louisiana. As of December 26, 2020, there were 64 franchised Take 5 outlets operating in the United States. An affiliate of Take 5 currently operates approximately 483 Take 5 outlets and outlets that operate under other brands, including Havoline Xpress and Fast Track, many of which may be converted to the Take 5 brand and operating platform in the future.

• ABRA franchises repair and refinishing centers that offer high quality auto body repair and refinishing and auto glass repair and replacement services at competitive prices. ABRA and its predecessor have offered ABRA franchises since 1987. As of December 26, 2020, there were 57 franchised ABRA repair centers and no company-owned repair centers operating in the United States.

• FUSA franchises collision repair shops specializing in auto body repair work and after-collision services. FUSA has offered Fix Auto shop franchises since July 2020, although its predecessors have offered franchise and license arrangements for Fix Auto shops on and off from April 1998 to June 2020. As of December 26, 2020, there were 171 franchised Fix Auto repair shops operating in the United States, 9 of which are operated by FUSA’s affiliate pursuant to a franchise agreement with FUSA.

• Driven Holdings is also the indirect parent company to the following franchisors that offer franchises in Canada: (1) Meineke Canada SPV LP and its predecessors have offered Meineke center franchises in Canada since August 2004; (2) Maaco Canada SPV LP and its predecessors have offered Maaco center franchises in Canada since 1983; (3) 1-800-Radiator Canada, Co. has offered 1-800-Radiator warehouse franchises in Canada since April 2007; (4) Carstar Canada SPV LP and its predecessors have offered CARSTAR franchises in Canada since September 2000; (5) Take 5 Canada SPV LP and its predecessor have offered Take 5 franchises in Canada since November 2019; (6) Driven Brands Canada Funding Corporation and its predecessors have offered UniglassPlus and Uniglass Express franchises in Canada since 1985 and 2015, respectively, Vitro Plus and Vitro Express franchises in Canada since 2002, and Docteur du Pare Brise franchises in Canada since 1998; (7) Go Glass Franchisor SPV LP and its predecessors have offered Go! Glass & Accessories franchises since 2006 and Go! Glass franchises since 2017 in Canada; and (8) Star Auto Glass Franchisor SPV LP and its predecessors have offered Star Auto Glass franchises in Canada since approximately 2012. These franchisors have not offered franchises in any other line of business.

• As of December 26, 2020, there were: (i) 27 franchised Meineke centers and no company-owned Meineke centers in Canada; (ii) 18 franchised Maaco centers and no company-owned Maaco centers in Canada; (iii) 6 1-800-Radiator franchises and no company-owned 1-800-Radiator locations in Canada; (iv) 324 franchised CARSTAR facilities and 2 company-owned CARSTAR facilities in Canada; (v) 32 franchised Take 5 outlets and 8 company-owned Take 5 outlets in Canada; (vi) 12 franchised UniglassPlus businesses, 18 franchised UniglassPlus/Ziebart businesses, and 3 franchised Uniglass Express businesses in Canada, and 4 company-owned UniglassPlus/Ziebart businesses in Canada; (vii) 15 franchised VitroPlus businesses, 57 franchised VitroPlus/Ziebart businesses, and 4 franchised Vitro Express businesses in

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Canada, and 2 company-owned VitroPlus businesses and 1 company-owned VitroPlus/Ziebart business in Canada; (viii) 48 franchised Docteur du Pare Brise businesses and 2 company-owned Docteur du Pare Brise businesses in Canada; (ix) 11 franchised Go! Glass & Accessories businesses and no franchised Go! Glass businesses in Canada, and no company-owned Go! Glass & Accessories businesses or Go! Glass businesses in Canada; and (x) 8 franchised Star Auto Glass businesses and no company-owned Star Auto Glass businesses in Canada.

ServiceMaster Systems LLC is the direct parent company to four franchisors operating in the United States: AmeriSpec SPE LLC (AmeriSpec), Furniture Medic SPE LLC (Furniture Medic), Merry Maids SPE LLC (Merry Maids), and ServiceMaster Clean/Restore SPE LLC (ServiceMaster). In December 2020, the four franchisors became Affiliated Programs through an acquisition. The four franchisors have a principal place of business at 150 Peabody Place, Memphis, Tennessee 38103-3720 and have never offered franchises in any other line of business.

• AmeriSpec, a Delaware limited liability company, franchises home and commercial inspection businesses under the AmeriSpec® mark. AmeriSpec’s predecessor began offering franchises in 1988. As of December 31, 2020, AmeriSpec had 192 franchises in the United States.

• Furniture Medic, a Delaware limited liability company, franchises furniture restoration, repair, and refinishing businesses under the Furniture Medic® mark. Furniture Medic’s predecessor began offering franchises in August 1992. As of December 31, 2020, Furniture Medic had 237 franchises in the United States.

• Merry Maids, a Delaware limited liability company, franchises residential house cleaning businesses under the Merry Maids® mark. Merry Maids’ predecessor began business and started offering franchises in 1980. As of December 31, 2020, Merry Maids had 997 franchises and one company-owned location operating three businesses in the United States.

• ServiceMaster, a Delaware limited liability company, franchises (i) heavy duty and disaster cleaning for homes and businesses under the ServiceMaster Restore® mark, (ii) commercial and residential cleaning businesses under the ServiceMaster Clean® mark, and (iii) recovery management and disaster restoration businesses under the ServiceMaster Recovery Management® mark. ServiceMaster’s predecessor began offering franchises in 1952. As of December 31, 2020, ServiceMaster had 3,181 franchises and nine company-owned locations operating in the United States.

• Affiliates of Systems also offer franchises for operation outside the United States. Specifically, ServiceMaster of Canada Limited offers franchises in Canada and ServiceMaster Limited offers franchises in Great Britain.

None of the affiliated franchisors are obligated to provide products or services to you; however, you may purchase products or services from these franchisors if you choose to do so.

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

Prior Experience

The Baskin-Robbins System: The Baskin-Robbins System (the System) dates back to 1946. That year, Baskin-Robbins USA, Co., a California corporation (now Baskin-Robbins USA LLC (BRUSA), a California limited liability company) started to manufacture and distribute ice cream. BRUSA began offering franchises in May 1948 and its parent (Baskin-Robbins Incorporated (BRI), now Baskin-Robbins LLC, a Delaware limited liability company), granted area franchises for the manufacture of ice cream, frozen yogurt and other related products. BRI was also the parent company of Baskin-Robbins International Company (now Baskin-Robbins International LLC, a Delaware limited liability company). Beginning in July 1976, Baskin-Robbins International Company entered into license agreements and joint venture agreements with individuals or business entities outside the U.S. to develop

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and operate Baskin-Robbins restaurants. Baskin-Robbins International LLC does not operate any company-owned restaurants. In 2006, all franchise and related agreements of these companies were transferred to DDBR. Since 2006, Baskin-Robbins Franchising LLC has offered franchises for Baskin-Robbins restaurants.

The Dunkin’ System: The Dunkin' System started operation in 1954. Our earliest predecessor was Dunkin' Donuts of America, Inc. (DDoA), which was a Massachusetts corporation incorporated June 24, 1954, which started to operate Restaurants in 1954 and grant franchises in 1955. In December 1987, DDoA was merged into a new company, then-named Dunkin' Donuts Incorporated (which was incorporated in 1960 under the name Universal Food Systems, Inc. before its name was changed to Dunkin' Donuts Incorporated). Dunkin' Donuts Incorporated granted franchises from 1960 until 2006, when Dunkin’ Donuts Franchising LLC was formed.

Allied Domecq PLC (a UK entity) acquired the Baskin-Robbins System in 1973 and, in 1990, Allied Domecq also acquired the Dunkin’ Donuts System. Allied Domecq’s business also included the production and marketing of various spirits, wines, and liquors. Allied Domecq was acquired in 2005 by Pernod Ricard S.A. of Paris. Pernod Ricard was primarily engaged in manufacturing and selling wine and spirits. In December 2005, Pernod Ricard agreed to sell its Dunkin' Brands division (including the Dunkin' Donuts and Baskin-Robbins Systems) to U.S. entities in a transaction that closed on March 1, 2006. The current franchisor and our affiliate is Dunkin’ Donuts Franchising LLC (DD), is a Delaware limited liability company, formed on March 15, 2006.

The Baskin-Robbins Franchise

If you sign a Franchise Agreement (FA), you will operate a Restaurant. Under our FA, we grant our franchisees the right (and they accept the obligation) to operate a Restaurant selling the products that we designate – which include ice cream, ice cream cakes and related frozen products, beverages and other products and services that we approve. We may periodically make changes to the systems, menu, standards, and facility, signage, equipment and fixture requirements. You may have to make additional investments in the franchised business periodically during the term of the franchise if we make changes of that nature or if your Restaurant’s equipment or facilities wear out, become obsolete, or for other reasons (for example, as may be needed to comply with a change in the System standards or municipal code ).

All Restaurants must be developed and operated to our specifications and standards. Uniformity of products sold in Restaurants is important, and you will have no discretion in the products you sell. The FA is for one Restaurant to be operated at a single, specific location and we have the right to operate or franchise or license others anywhere else who may compete with you for the same guests.

We and our predecessors and affiliates have spent considerable time, effort and money to develop the Baskin-Robbins' System. We have acquired experience and skill in developing the System, which includes producing, merchandizing and selling Baskin-Robbins ice cream, ice cream cakes and related frozen products, beverages and other products and merchandise we approve. The distinguishing characteristics of our System include, among other, proprietary marks, distinctive exterior and interior design, decor, color and identification schemes and furnishings; special menu items; standards, specifications, requirements and procedures for operations, manufacturing, distribution and delivery; quality and safety of products and services offered; management systems/programs; training and assistance; and marketing, advertising and promotional programs, all of which we may change, supplement, and further develop.

Periodically, franchisees sell existing Restaurants at varying prices and terms. We may also periodically sell existing Restaurants that we have bought or took back from franchisees. Many factors affect the sales price and terms for existing Restaurants, such as location, age, length of remaining occupancy and franchise rights, rent, physical condition, operating history, whether the purchase price is paid in cash or financed over time, the prices and terms on which comparable Restaurants have been sold in the market and the negotiations of the parties.

If you agree to buy an existing Restaurant from a franchisee, we may exercise our right of first refusal. If we do not, then you and the seller must comply with the transfer provisions of the seller's FA, such as obtaining our

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approval of the terms of sale and of your qualifications to be a franchisee, correcting any defects in the condition of the Restaurant, paying a transfer fee, signing a new FA, and other conditions in the FA. You may also have to comply with transfer provisions of the seller's lease.

We may pursue opportunities to convert similar businesses operating under different trade names to one of our Systems. We may provide conversion incentives to those businesses. The terms of conversion incentives vary depending on factors such as the number of outlets to convert, perceived competitive advantage of the outlets, their location, physical condition and age, length of remaining occupancy and franchise rights, rent, the outlets' production or satellite capability, access, visibility, demographic profile, hours of operation, operating history, the prices and terms on which comparable outlets have been sold in the market, our then current conversion policy, and the negotiations of the parties, among others.

During the course of the year, we may offer various incentives to prospective franchisees and to current franchisees. As explained in this disclosure document, we have at times offered conversion incentives, referral incentives, incremental restaurant opening incentives, Military Veterans Development Incentives, market incentives, combo brand incentives, reduced CFF and CAF incentives, SDO incentives, and relocation incentives. We may or may not offer those or other incentives in the current year. We have the right to change the details associated with all of these incentive programs (including whether we offer the programs and, if so, the scope and terms of those incentives, the period during which those programs are offered, whether they are renewed or discontinued, and the conditions that must be met in order to take advantage of these incentives).

The Securitization Transaction

In 2015, DB Master Finance completed a refinancing transaction (the Securitization Transaction) to repay DBI’s existing long-term debt and for general corporate purposes. As part of the Securitization Transaction, DB Master Finance issued two sets of notes: secured fixed-rate notes, and additional variable-interest notes. We and some of our affiliates guaranteed that these notes would be repaid. Substantially all of our assets and some of our affiliates (including payments under the “Dunkin’” and “Baskin-Robbins” FAs) were pledged as security for repayment of the notes. The notes issued pursuant to the Securitization Transaction have been refinanced from time to time. As of the end of fiscal 2020, DB Master Finance has approximately $3.0 billion of secured fixed-rate notes and $116 million of variable-interest secured notes outstanding.

General Market and Competition

You can expect to compete in your market with locally owned businesses as well as national and regional chains that sell similar products. The market for ice cream and related frozen products, beverages and other products and services, as well as related products, is well established and highly competitive. Restaurants compete on the basis of factors such as price, service, location, convenience and food quality. Additionally, you may find that there is competition for suitable locations. Principal factors that will vary but that will impact our brand’s competitive position are name recognition (which is stronger in some regions than in others), product quality, variety, appearance, location, and advertising. A business such as Restaurants may also be affected by other factors, such as changes in consumer taste, economic conditions, population, and travel patterns.

You may also compete with other existing Baskin-Robbins Restaurants and with new Baskin-Robbins Restaurants that we may operate, franchise, or license in the future. Your competition may also include other outlets selling ice cream and related frozen products and beverages, grocery stores, convenience stores, and specialty ice cream shops. Competition may also include Baskin-Robbins products sold through other channels of distribution (among which are supermarket sales, the Internet, and other venues). We may grant selected franchisees rights or franchises to operate or distribute authorized products through special distribution outlets (SDO). (As an example, these might include franchises at airports, service plazas, universities, grocery stores, and other outlets described in paragraph 6 of the Store Development Agreement (SDA).) These special arrangements may involve special agreements or modifications to our standard franchise and other agreements.

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Industry-Specific Regulations

You must comply with all local, state, and federal laws that apply to your Restaurant operations including among others health (such as nutrition, menu labeling and health care), labor (minimum wage, paid leave, scheduling, etc.), sanitation, no smoking, environmental (packaging, bottled water, etc.), EEOC, OSHA, discrimination, employment, data security and privacy, tax, and sexual harassment laws. The Americans with Disabilities Act of 1990 requires readily accessible accommodations for disabled people and may affect your building construction, site design, entrance ramps, doors, seating, bathrooms, drinking facilities, etc. You must also obtain real estate permits, licenses and operational licenses. Federal, state and local laws and regulations also regulate businesses handling food and food products, and in particular, refrigerated and frozen food items, and these laws and regulations will apply to your business. Changes to rules concerning hiring and wage requirements may disproportionately impact franchised businesses, such as your Restaurant. You should carefully review all of these (and other applicable) laws with your own attorney and financial advisor to be sure that you understand and comply with all of these requirements.

Government contractor laws may also apply if your Restaurant is located (or if, subject to your FA, you sell products) at a military base or another government facility. For example, you may be required to comply with requirements such as government contractors’ wage and hour restrictions, preparation and maintenance of written affirmative action plans, retention and access of records, special procedures for resolving contractual disputes, listing employment openings with state employment services, and termination of the contract for default or for the convenience of the government. You should carefully review these requirements with your own attorney before entering into any government contracts.

General Information

We may provide referral incentives to existing franchisees, team members, real estate professionals, franchise brokers and others for qualified referrals of prospective franchisees. We reserve the right to determine the amount of these incentives, which may be equal to some or all of the initial franchise fee (IFF).

We may also pay membership fees to public, quasi-public and private services that refer potential franchisees from identified groups (such as veterans or military personnel planning to leave the service).

Please note that the data included in this franchise disclosure document is based on the information that we had at hand when we prepared the document. From time to time, significant changes in the country’s economic situation impact everyone. Among these changes are things like the price of oil and its impact on not just energy costs, but also the costs relating to delivery of goods and services to our businesses. Other commodity costs may also fluctuate. We have also seen wide swings in the cost and availability of credit, labor, goods, and other materials. Although we are not able to predict how these economic factors will impact business costs in the coming year, these variations may affect the costs that a new franchisee will actually experience in operating a franchised business.

Unless specifically indicated, all financial performance information appearing in this franchise disclosure document is based upon results achieved during the period November 1, 2019 through October 31, 2020. You should consider market forces and volatility in terms of commodity pricing, interest rates, availability of capital, etc., as you contemplate entering into a FA and operating your Restaurant.

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Glossary

To assist in reviewing this disclosure document, we note below some of the abbreviations used in the rest of this document.

Combo Combo Restaurant. A Restaurant containing both a Dunkin’ and Baskin-Robbins concept.

FA Franchise Agreement. The contract that every franchisee signs that outlines the standards, terms and conditions of the franchise.

SDO Special Distribution Opportunities. These Restaurants and any cart or kiosk locations are sometimes referred to as “special distribution opportunities” or “non-traditional outlets,” and may be located within another host establishment, such as a stadium or another retail facility. Self-Serve restaurants and Gas & Convenience Restaurants are included in this category.

IFF Initial Franchise Fee. The initial fee paid to us under your FA.

Gas & Convenience

Gas & Convenience Restaurant. A Restaurant that is a sub-or shared tenancy within a Gas & Convenience host environment.

Self-Serve Self-Serve Restaurant. A Restaurant in which the guest obtains their own beverage and/or food rather than being served by a Restaurant team members and the Restaurant could be located in a certain “host” environment controlled by a franchisee.

SDA Store Development Agreement. This contract establishes the right to open one or more restaurants in one or more geographic areas, and includes detail such as the size of the Store Development Area, the number of Restaurants and the mix of brands, the duration of the SDA, and the development schedule across the SDA.

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Item 2: Business Experience

Dunkin’ Brands employs or retains the services of all the persons who will provide services to you on behalf of Baskin-Robbins.

The following individuals are the Managers and Officers of BR:

Manager: Paul Brown Mr. Brown has been Chief Executive Officer for Inspire Brands in Atlanta, Georgia since its formation in February 2018, and he has served as a manager of ours since December 2020. He also has served as Chief Executive Officer for Arby’s Restaurant Group, Inc. (“ARG”) in Atlanta, Georgia since May 2013.

Manager: J. David Pipes Mr. Pipes has been Inspire Brand’s Chief Financial Officer and one of its Directors since February 2018, and he has served as a manager of ours since December 2020. He also has served as ARG’s Chief Financial Officer in Atlanta, Georgia since July 2011.

Manager: Nils Okeson Mr. Okeson has been Inspire Brands’ Chief Administrative Officer, General Counsel and Secretary in Atlanta, Georgia since February 2018, and he has served as a manager of ours since December 2020. He also has served as ARG’s Chief Administrative Officer, General Counsel and Secretary in Atlanta, Georgia since January 2013.

President, Baskin-Robbins: Jason Maceda

Mr. Maceda joined us in June 2006. He was appointed to his current position in December 2020 and previously served as Senior Vice President, Baskin-Robbins U.S. and Canada from June 2017 to December 2020. Mr. Maceda previously served as Vice President U.S. Financial Planning and Field Treasury (September 2011 to June 2017).

Chief Financial Officer: Katherine Jaspon Ms. Jaspon joined us in December 2005 as Assistant Controller. She was appointed Chief Financial Officer in April 2017 and continues to serve in that capacity; she was a Manager of ours from April 2017 through December 2020. Ms. Jaspon previously served as Vice President, Finance (September 2014 to April 2017).

Senior Vice President, Chief Legal Officer, and Corporate Secretary: David Mann Mr. Mann joined us in March 2019. Mr. Mann previously worked at Marriott International, Inc. (Bethesda, MD), most recently serving as Senior Vice President and Deputy General Counsel (January 2018 to March 2019), and as Senior Vice President and Associate General Counsel for the Americas Transactions and Corporate Affairs (June 2006 to January 2018). He was a Manager of ours from March 2019 through December 2020.

Chief Communications and Sustainability Officer: Karen Raskopf Ms. Raskopf joined us in August 2009 as Chief Communications Officer. She was appointed the additional position of Chief Sustainability Officer in January 2018.

Chief Human Resources Officer: Stephanie Lilak Ms. Lilak joined us in July 2019. Previously, she was Vice President Human Resources – North America Retail for General Mills, Inc. (Golden Valley, MN) (January 2015 – July 2019).

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Manager: Michelle A. Dreyer Ms. Dreyer was appointed Manager in January 2016. She is also currently Manager, Independent Manager Services, Corporation Service Company (Wilmington, DE) (October 1999 to present).

Manager: Kristine E. Eppes Ms. Eppes was appointed Manager in February 2020. She is also currently Team Leader, Independent Manager Services, Corporation Service Company (Wilmington, DE) (October 1997 to present).

Senior Vice President, Franchising and Development: Grant Benson Mr. Benson joined us in January 1986 and was appointed to his current position in January 2018. Before that, Mr. Benson served us as Senior Vice President, Global Franchising and Business Development (February 2017 to December 2017). He also served as Vice President, Franchising and Development (September 2012 to February 2017).

Vice President, Baskin-Robbins Marketing & Culinary: Shannon Blakely Ms. Blakely joined is in April 2019 as Director, Consumer Experience & Insights. She was appointed to her current position in October 2019. Ms. Blakey previously worked for the Whirlpool Corporation (Benton, MI) as a Sr. Brand Manager (June 2012 to April 2019).

Vice President, Chief Supply Officer: David Gill Mr. Gill joined us in March 2000 as Director, Dunkin’ Donuts Supply Chain. He was appointed to his current position in December 2020, and prior to that, served as Vice President, Supply Chain, U.S. and Canada from 2015 until December 2020.

Vice President, Baskin-Robbins Operations and Operating Systems: Jonathan Biggs Mr. Biggs joined us in May 2008. He was appointed to his current position in October 2018. He previously served as Senior Director, Dunkin’ U.S. Project Management Office (September 2016 to October 2019). Prior to that he served as Senior Director of Dunkin’ Operating Systems (October 2012 to September 2016).

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Item 3: Litigation

Baskin-Robbins

There is no Baskin-Robbins litigation that must be disclosed in this Disclosure Document.

Dunkin’

Except for the actions described below, there is no Dunkin’ litigation that must be disclosed in this Disclosure Document.

Bertico Inc., 3024032 Canada Inc., 3155412 Canada Inc., 3176941 Canada Inc., 3481191 Canada Inc., 2857-8664 Québec Inc., 3089-8001 Québec Inc., 9067-0308 Québec Inc., Jacques Doyon and Monic Huard, Les Entreprises Doyon et Huard Inc., Les Entreprises Charloise Inc., Les Entreprises Lucien Stephens Inc., Les Entreprises Pierre Maclure Limitée, 9116-5399 Québec Inc., 3089-3309 Québec Inc., 3092-5077 Québec Inc., 9009-6694 Québec Inc., 9064-0947 Québec Inc., 2622-6282 Québec Inc., 2968-7654 Québec Inc., Claude St-Pierre and Lynda Viel, Sylvain Charbonneau, Noemia De Lima and Joao De Lima, René Joly and Charlotte Lévesque, Mariette Long, Raymond Massi, Pierre Maclure, Jean Rioux, Mario Corbeil, John A. Costin, Bernard Stern and Jacques Pomerleau, Province of Quebec, District of Montreal, Superior Court, filed on May 20, 2003. Thirty-two (32) Quebec Dunkin’ Donuts franchisees (“Plaintiffs”) sued Dunkin’ Donuts (Canada) Limited and Allied Domecq Retailing International, (Canada) Limited (Dunkin’) on a variety of claims with respect to the supervision and support of franchises located in Quebec including deterioration of the brand image, negligent management, failure to adequately respond to increased competition in the market, failure to adequately market, negligence in not responding to franchisees who did not comply with all of their franchise agreement requirements, failure to stem decreasing sales and to invest in the Dunkin’ system in Canada, and supply chain issues. The Plaintiff sought orders terminating their own franchises, orders requiring Dunkin’ to comply with its contractual obligations, and damages representing a refund of operating losses for thirty-two franchises. On June 21, 2012, the trial court found Dunkin’ liable and awarded Plaintiffs $16.4 million CDN in damages, plus costs and interest, representing loss in value of the franchises and lost profits. Dunkin' appealed the decision. On April 15, 2015, an appeals court upheld the trial court’s decision but significantly reduced the amount of the damages to approximately $10.9 million CDN. In June 2015, Dunkin’ filed an Application for leave to appeal the Court of Appeal decision to the Supreme Court of Canada which was denied the application on March 17, 2016.. This matter is now closed.

Fahrad Salari Lak, Lock Bakeries, Incorporated and F and J Holdings, Inc. v. Dunkin’ Donuts Franchising LLC., et al., (Case No. GD 09 13755), Court of Common Pleas of Allegheny County, Pennsylvania, filed September 28, 2011. This dispute involves contracts to supply bakery products to a Dunkin’ network of restaurants in the Pittsburgh market. Plaintiff claims that, on December 31, 2006, Dunkin’ entered into an Approved Bakery Manufacturers Agreement with Pittsburgh Baker’s Dozen for a kitchen to the west of the city and with plaintiff Fahrad Salari Lak for a kitchen to be developed to the east of the city making up the Pittsburgh Supply Plan. Plaintiffs claim that they invested hundreds of thousands of dollars to develop both kitchens. Plaintiffs also claim that Pittsburgh Baker’s Dozen ran into financial difficulties and that Dunkin’ encouraged them to take over the eastern bakery ownership. No written agreements were entered into in connection with these activities. Plaintiffs claim that they acted upon promises and assurances by Dunkin’ and the other defendants that they would be supplying donuts for Dunkin’ franchisees under the Pittsburgh Supply Plan. Plaintiffs claim that, at some point, Dunkin’ advised them that it had approved a “new option” for defendant Heartland that would allow it to purchase unfinished “frozen pre-fried” donuts instead of fresh baked donuts. Plaintiffs further assert that Dunkin’, knowing of Plaintiffs’ reliance on Dunkin’s promises to them, inquired as to what damages they had incurred as a result of their reliance upon the continued assurances that they would be supplying fresh baked products and other goods to Heartland’s stores. At that point, Plaintiffs ceased development of the eastern bakery, did not continue with the purchase on the western bakery premises, and filed this lawsuit. Claims as to Dunkin’ are promissory estoppel and fraud. However, the trial court granted Dunkin’s motion for summary judgment, striking Plaintiffs’ damage claims

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for lost profits from the bakery and limiting any potential recovery to out of pocket expenses and lost business opportunities. Discovery in this case in ongoing and no trial date has been set.

Priti Shetty v. Dunkin’ Donuts Franchised Restaurants LLC, et al., (Case No. 3:15-cv-02664), U. S. District Court for the District of New Jersey, filed on February 17, 2015. Plaintiff, a former Dunkin’ Donuts franchisee, and two business partners entered into a Store Development Agreement with the franchisor in 2003 for three potential locations in New Jersey. They opened their first store in 2004 and a second location in 2005. Plaintiff claims that Dunkin’ unfairly turned down her efforts to open a third franchise. After one of her partners dropped out of the business, plaintiff and her remaining partner sold both of her open Dunkin’ franchises in March 2010. When those locations were abandoned by the new owner in December 2010, plaintiff requested and was denied permission by Dunkin’ to take over and resume operations at the two closed franchises. Based on these allegations, plaintiff raised a civil rights claim against Dunkin’ under 28 U.S.C. § 1981, as well as claims under the New Jersey Law Against Discrimination, tortious interference with prospective economic advantage, defamation, libel, slander, and unjust enrichment. Plaintiff’s civil rights claims are based on the allegation that franchisor discriminates against Asian Indian women. On December 11, 2015, the trial court granted Dunkin’s motion to dismiss plaintiff’s claims under the New Jersey Law Against Discrimination, for tortious interference with prospective economic advantage, defamation, libel, slander, and unjust enrichment. The case was settled on February 23, 2017, with the entire settlement amount paid by Dunkin’s insurance carrier with no admission of liability by Dunkin’.

Bartosz Grabowski v. Dunkin’ Brands, Inc., (Case No. 1:17-cv-05069) U.S. District Court for the Northern District of Illinois, filed on July 9, 2017. The Complaint in this putative class action lawsuit alleges that the Company engaged in deceptive practices with respect to its blueberry donut products by allegedly trying to convince consumers that the products contain real blueberries. The products specifically mentioned by the Complaint are the “Glazed Blueberry” donut and munchkin, the “Blueberry Butternut Donut,” and the "Blueberry Crumb Cake Donut." The Complaint claimed that Dunkin’ engaged in fraud by (1) using the word “blueberry” in the product names; (2) using imitation blueberries on both the inside and outside of the product that were “specifically made to resemble actual blueberries or pieces of actual blueberry due to their blue color and round shape”; and (3) charging consumers a “premium price” for blueberry donuts which, the Complaint alleges, are “uniformly priced higher than other donuts on the Dunkin’ menu such as the Glazed Donut.” As a result, the Complaint contended that consumers reasonably expect these products to contain actual blueberries and, therefore, the use of the word “blueberry” as a product description at franchises and in marketing is misleading. The legal claims brought against Dunkin’ in this case were: (1) violation of the Illinois Consumer Fraud and Deceptive Business Practices Act; (2) common law fraud; (3) intentional misrepresentation; (4) negligent misrepresentation; (5) breach of contract; and (6) unjust enrichment. The Complaint sought a minimum of $5 million dollars in damages. This case was settled on October 2, 2018 on an individual basis with no admission of liability by Dunkin’ and was dismissed with prejudice.

Airport Mart, Inc. v. Dunkin’ Donuts Franchising LLC, (Case No. 7:18-cv-00170) U.S. District Court for the Southern District of New York, filed on January 9, 2018. The Plaintiff in this action was a former Dunkin’ Donuts franchisee brought suit against Dunkin’ regarding the development, operation, and termination of the franchise that was located at the Westchester Airport in White Plains, New York from 2010 to 2015. The Plaintiff alleged that Dunkin’ induced him into purchasing equipment for the Just Baked On Demand system and that he was instead “forced” to purchase donuts from a commissary operated by another franchisee, rendering the Just Baked On Demand equipment “useless.” He also claimed that that Dunkin’ employees made derogatory comments about him to airport officials, failed to provide him with sufficient marketing and advertising support, and delayed the opening of his franchise by changing up the construction plans and site layouts. In addition, the Plaintiff claimed that Dunkin’ did not assist him in obtaining a new location at the airport after his initial lease expired, failed to help him obtain a lease extension, and refused to allow him to relocate the store. The Complaint raised several legal claims against Dunkin’, including breach of the Franchise Agreement, violation of New York’s deceptive trade practices statute, fraud, and intentional misrepresentation and sought $10 million in damages. On the September 16, 2019, the court dismissed Plaintiff’s claims for fraud in the inducement, intentional misrepresentation, and deceptive trade practices, leaving only the breach of contract claim in the case. Following that ruling, the case was settled for a

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nominal amount on February 10, 2020 without any admission of liability on Dunkin’s part and the matter is now closed.

Dunkin’ Donuts Franchising LLC v. Coffee & Brands Sweden AB, et al., (Case No. 01-1 8-0001-8486), American Arbitration Association, filed on May 9, 2018. The Respondent in this international arbitration, Coffee & Brands Sweden AB (C&B), was the Dunkin’ franchisee in Sweden. Dunkin’ terminated C&B’s master franchise agreement (MFA) for non-payment of almost $500,000 in franchise fees and its failure to secure an irrevocable letter of credit of $1 million as required under the contract. Dunkin’ thereafter filed this arbitration proceeding to enforce the termination. In response, C&B raised counterclaims against Dunkin’ for fraud, negligent misrepresentation, violation of the Massachusetts Unfair and Deceptive Trade Practices statute, breach of contract, and breach of the implied covenant of good faith and fair dealing. Generally, C&B alleged that Dunkin’ misrepresented the viability and success of its franchise system in Europe, made inaccurate representations as to the financial performance C&B could expect its shops to achieve, did not provide adequate support to C&B, and reneged on a promise to forgive or reduce C&B's debts. In addition, C&B claimed that, despite an unambiguous merger clause in the MFA, Dunkin’ orally promised that C&B did not have to pay royalty fees until it became profitable. C&B sought damages in excess of $8 million, rescission of the MFA, and an award of its costs and attorneys’ fees. On November 27, 2018, the parties agreed to settle all of their claims without any admission of liability on Dunkin’s part and the matter is now closed.

Newburyport Donuts, Inc. v. Dunkin’ Donuts Franchising LLC, et al., (Case No. 01-19-0000-7393), American Arbitration Association, filed on March 11, 2019. The Claimants in this commercial arbitration matter contended that the Company rejected their proposal for the development of a new Dunkin’ restaurant due to the impact on the sales of a nearby existing Dunkin’ restaurant and then subsequently awarded the site to that same owner. The Claimants further alleged that the Company’s impact process would not have compensated them fairly and, furthermore, that the Company unfairly dealt with smaller franchisees with respect to development matters. The Company denied the allegations set forth in the Complaint and is vigorously defending against the claims. On November 27, 2018, the parties agreed to settle all of their claims without any admission of liability on Dunkin’ part and the matter is now closed.

The People of the State of California v. Dunkin’ Brands, Inc., (Case No. E25636618), California Superior Court, Los Angeles County, filed on March 19, 2019). On March 14, 2019, the Company entered into a settlement agreement with the Attorneys General of thirteen states and jurisdictions concerning the inclusion of “no-poaching” provisions in Dunkin’ franchise agreements. The settling states and jurisdictions included California, Illinois, Iowa, Maryland, Massachusetts, New Jersey, Ney York, North Carolina, Pennsylvania, Rhode Island, Vermont, and the District of Columbia. A small number of franchise agreements in the Dunkin’ system prohibit Dunkin’ franchisees from hiring the employees of other Dunkin’ franchisees or Dunkin’s own employees. A larger number of franchise agreements in the Dunkin’ system contain a no-poaching provision that prevents Dunkin’ franchisees and Dunkin’ from hiring each other’s employees. Under the terms of the settlement, Dunkin’ agreed not to enforce either version of the no-poaching provision or assist Dunkin’s franchisees in enforcing such a provision. In addition, Dunkin’ agreed to seek the amendment of 128 franchise agreements that contain a no-poaching provision that bars a franchisee from hiring the employees of another Dunkin’ franchisee. The effect of the amendment would be to remove the no-poaching provision. Dunkin’ expressly denied in the settlement agreement that it had engaged in any conduct that had violated state or federal law and, furthermore, that the settlement agreement should not be construed as an admission of law, fact, liability, misconduct, or wrongdoing on the part of the Company. The Attorney General of the State of California filed the above-reference lawsuit in order to place the settlement agreement in the public record and the action was closed after the court approved the parties’ stipulation of judgment.

The People of the State of New York v. Dunkin’ Brands, Inc., (Index No., 451787/2019), New York Supreme Court, filed on September 26, 2019. The NY State Attorney General (“NYAG”) filed a lawsuit against Dunkin’ related to credential stuffing attacks during 2015 and 2018 on a database that contained information for DD Perks members and individuals who had registered a Dunkin’ gift card. The NYAG alleged that Dunkin’ was notified by its firewall vendor that over 19,000 Dunkin’ mobile customer accounts had been accessed by unauthorized parties

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over a sample five-day period and the vendor had identified nearly $40,000 associated with those accounts. The NYAG claimed that attacks resulted in unlawful account acquisition by non-account owners and thus triggered an obligation by the Company under New York law to notify these customers. The NYAG also alleged that Dunkin’ failed to adequately investigate the 2015 attacks and that Dunkin’s Customer Service Department misled customers about it. With respect to the 2018 attacks, the NYAG claimed that Dunkin’s notification to customers did not adequately disclose that their accounts had been accessed without authorization. The NYAG also contended that Dunkin’ misrepresented its data security practices and procedures in its Privacy Policy to consumers. The statutory claims raised by the NYAG against the Company included: (1) GBL § 349, which prohibits deceptive acts and practices in the conduct of any business, trade, or commerce or in the furnishing of any service in New York; (2) GBL § 350, which prohibits false advertising in the conduct of any business, trade, or commerce or in the furnishing of any service in New York; and (3) GBL § 899-aa, which requires that businesses disclose a breach of security to all New York State residents whose private information was, or is reasonably believed to have been, acquired without valid authorization. On September 22, 2020, the parties entered into a settlement under which Dunkin’ agreed to communicate with certain DD Perks customers who lived in New York, to take certain data security measures and adopt certain investigative procedures regarding data security issues, and pay the New York Attorney General’s Office $650,000 in penalties and costs. The matter is now closed.

Jason Camacho, et al. v. Dunkin’ Brands Group, Inc., (Case No. 1:19-cv-06024), U.S. District Court for the Eastern District of New York, filed on October 25, 2019. This putative class action lawsuit, brought on behalf of plaintiff Jason Camacho and other similarly situated, claimed that Dunkin’ violated the Americans with Disabilities Act (ADA) by selling gift cards to visually-impaired consumers without Braille writing. The Complaint alleged that the Braille lettering would allow blind consumers to more easily identify the gift card in their wallets or similar card receptacles. The Complaint raised claims against the Company under the ADA, the New York State Human Rights Law, and the New York City Human Rights Law. At the same time this Complaint was filed, Plaintiff’s counsel filed over 100 nearly identical lawsuits against other retailers regarding their own gift cards. On March 5, 2020, the case was settled with the named plaintiff for a nominal amount without any admission of liability on Dunkin’s part and is now closed.

* * * * * * * * * * * * * *

Baskin-Robbins is and has, from time to time, been engaged in several matters of routine litigation arising in the ordinary course of its business.

* * * * * * * * * * * * * * Litigation Against Franchisees Commenced by Baskin-Robbins (and Dunkin’ for Combo Restaurants) in the Past Fiscal Year Collections: 1. Baskin-Robbins Franchising LLC, et al. v. W Confections LLC, et al. (Case No. 8:20-cv-00384) U.S. District Court for the Central District of California, filed on February 25, 2020. Loss Prevention:

None

Breach of Contract:

1. Baskin-Robbins Franchising LLC, et al. v. Thahab, Inc., et al. (Case No. 2:20-cv-00207) U.S. District Court for the Eastern District of California, filed on February 28, 2020.

2. Baskin-Robbins Franchising LLC, et al. v. Si-Chul Lee, et al. (Case No. 2:20-cv-01336) U.S. District Court for the Western District of Washington, filed on September 8, 2020.

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3. Baskin-Robbins Franchising LLC, et al. v. Lawrence Wiessler, et al. (Case No. 3:20-cv-08093) U.S. District Court for the Northern District of California, filed on November 17, 2020.

* * * * * * * * * * * * * *

Litigation of our Canadian affiliates

None of the Canadian Franchisor, the Canadian Franchisor’s associates nor any directors, or officers of the Canadian Franchisor have been found liable in a civil action of misrepresentation, unfair or deceptive business practices or violating a law that regulates franchises or business, including a failure to provide proper disclosure to a franchisee.

The Canadian Franchisor’s predecessors, namely Dunkin’ Donuts (Canada) Ltd., Allied Domecq Retailing International, Canada Ltd. and Dunkin’ Brands Canada Ltd., were and are engaged in several matters of litigation arising in the ordinary course of their franchising businesses, including disputes in connection with terminations of franchise agreements. These claims often involve counterclaims or threats of counterclaims against the franchisor for false representations, breach of contract, lack of support and assistance, negligence leading to the deterioration of the brand, bad faith, incompetence, wrongful termination and other violations. The following pending civil actions include allegations of that nature and all relate to Dunkin’ shops and franchises in the Province of Quebec and three (3) shops in the Province of New Brunswick. None involve Baskin-Robbins restaurants or franchises. As to these pending claims, if any, the defendants deny the charges of wrongdoing in these cases and continue to vigorously defend them. In our opinion, the outcome of these matters is not likely to have any material effect on our financial position, although in due course we can expect the plaintiffs making attempts to add the Franchisor as a party defendant. As to past claims, all have been settled on terms that have varied from case to case and have not individually or in the aggregate had a material effect on us.

1. Bertico Inc. et al vs. Dunkin’ Donuts (Canada) Ltd. and Allied Domecq Retailing International, (Canada) Limited

Case No. 500-17-015511-036 (Quebec)

See Dunkin’ litigation above for information on this case.

2. Dunkin’ Donuts (Canada), Ltd. v. Camasa Ltd. & Camille McLaughlin

Case No. B/C/149/01 (New Brunswick)

On March 8, 2001, the franchisor sued the franchisee to cancel the franchise agreements, enforce termination and claim royalties and other amounts owing. The franchisee contested the termination of the franchise agreement and counter-claimed for damages alleging, inter alia, the non-fulfillment of the franchisor’s obligations and various misrepresentations. In October 2012, the franchisee reactivated the file and is pursuing its counter-claim. In September 2014, the franchisee brought a motion to dismiss the proceedings for delay. The motion was heard August 31, 2015, and the trial judge permitted the proceedings, including the counterclaim to continue. The case was settled on September 17, 2017. The franchisee acknowledged in his release of claims that the settlement was not to be construed as an admission of liability by Dunkin’ and that Dunkin’ expressly denied liability for any of the franchisee’s claims.

3. Dunkin’ Brands Canada v. Les Services Alimentaires Kojo Inc., et al. Case No. 500-17-076969-131 (Quebec)

On November 8, 2012, a group of five franchisees in Quebec representing nine stores collectively sued the franchisor claiming damages in the amount of $7,199,000 CDN alleging, inter alia, that the franchisor failed to execute its obligations under the franchise agreements and abandoned them during the period of 2008 until the claim was settled on January 9, 2018.

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Litigation of our Affiliate, ARG

On March 11, 2019, ARG entered into a settlement agreement with the states of Massachusetts, California, Illinois, Iowa, Maryland, Minnesota, New Jersey, New York, North Carolina, Oregon and Pennsylvania. The Attorneys General in these states sought information from ARG on its use of franchise agreement provisions prohibiting the franchisor and franchisees from soliciting or employing each other’s employees. The states alleged that the use of these provisions violated the states’ antitrust, unfair competition, unfair or deceptive acts or practices, consumer protection and other state laws. ARG expressly denies these conclusions, but decided to enter into the settlement agreement to avoid litigation with the states. Under the settlement agreement ARG paid no money but agreed (a) to remove the disputed provision from its franchise agreements (which it had already done); (b) not to enforce the disputed provision in existing agreements or to intervene in any action by the Attorneys General if a franchisee seeks to enforce the provision; (c) to seek amendments of the existing franchise agreements in the applicable states to remove the disputed provision from the agreements; and (d) to post a notice and ask franchisees to post a notice to employees about the disputed provision. The applicable states instituted actions in their courts to enforce the settlement agreement through Final Judgments and Orders, Assurances of Discontinuance, Assurances of Voluntary Compliance, and similar methods. ARG is one of our affiliates, but this settlement agreement has no impact on us or our brand or allege any unlawful conduct by us.

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Item 4: Bankruptcy No person identified in Items 1 or 2 of this Disclosure Document has been involved as a debtor in proceedings under the U.S. Bankruptcy Code required to be disclosed in this Item.

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Item 5: Initial Fees

Initial Franchise Fees (20-year term)

You must pay the initial franchise fees (IFFs) of $25,000 for each Baskin-Robbins Restaurant that you open.

For special distribution opportunities (SDOs) or non-traditional outlets, please see below.

Notes to IFF

• You must pay your IFF with cash that is not borrowed.

• In our fiscal year ending December 26, 2020, the IFF paid by our franchisees ranged from $0 to $25,000 based on factors such as development area type and other factors listed below.

• Military Veterans Development Incentive: We intend to offer qualified military veterans a 20-year IFF at no charge for the first Restaurant and a 20% IFF discount for each additional Restaurant on up to a total of five Baskin-Robbins and/or Dunkin’ restaurants developed under either past or present incentive offers. These reduced fees only apply if all of the terms and conditions of the incentive are met. This incentive does not apply to SDOs.

• Military Veterans Existing BR Ownership Incentive: We intend to offer qualified military veterans who purchase existing stand-alone BR Restaurants up to 10 years of franchise term at no charge and 50% off IFF for the purchase of franchise term over 10 years (the total term of the FA may not exceed 20 years). This incentive does not apply to SDOs.

• Relocation Incentive Offer: We may offer program(s) for certain qualified existing franchisees that relocate their existing restaurant, which may include reduced or waived IFF. If you are offered the incentive and meet all of the terms and conditions of the offer by an agreed-upon date, you will sign a new FA on our then-current form. This incentive does not apply to SDOs.

• Development Incentive: We may offer franchisees that open the Restaurant to serve the general public by the “Required Opening Date” set forth in the SDA a reduced IFF by fifty percent (50%). These reduced fees only apply if all of the terms and conditions of the incentive are met. This incentive does not apply to SDOs.

• We may offer other reduced or deferred IFFs in special circumstances, such as to franchisees that commit to relocate their Restaurant and franchisees that commit to and have the ability to develop a large number of Restaurants. Additionally, we may offer special incentives in certain markets (such as new and developing markets) include reduced, waived or deferred IFF’s and for the addition of a Baskin-Robbins into an existing Dunkin’, and for new Combo restaurants. We may offer these special incentives to some of our existing and new franchisees. We will notify you in advance in writing if any reduced fees are available to you. Reduced IFFs only apply to those who are in compliance with all of our agreements and requirements (if applicable). If we offer you a special incentive, discount, or deferral, and you fail to meet the conditions of the incentive then the full standard IFF will become immediately due and payable.

• Combo Restaurants: If we approve your addition of a Dunkin’ restaurant to your Restaurant, you will pay to our affiliate, Dunkin’, their then-current IFF for the Dunkin’ franchise and you will need to sign a Combo FA.

• Incentive for New Combo Openings: If you open the Combo Restaurant to serve the general public by the Required Opening Date set forth in the SDA, the Baskin-Robbins twenty (20) year IFF rate set forth in the SDA will be waived. These reduced fees only apply if all of the terms and conditions of the incentive are met.

• SDO Development: The IFF for all SDO Restaurants (with the exception of those classified as Gas & Convenience Restaurants and certain Self-Serve Restaurants as described below), is 50% of the applicable standard IFF stated above and then pro-rated by the length of the term. (As an example: 10 years of SDO term is $6,250). This term for SDO Restaurants are sold in one-year increments to meet the distinctive requirements of each location and the term is not transferable to traditional locations.

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• SDAs: In some geographic regions, SDAs will only be offered to franchisees who commit to a minimum number of Restaurants.

• Multi-Restaurant Ownership Incentive: If certain existing, eligible Stand-alone Baskin-Robbins franchisees purchase an additional existing Stand-alone Baskin-Robbins Restaurant, the Buyer will receive up to ten (10) years of franchise term at no additional charge. These reduced fees only apply if all of the terms and conditions of the incentive are met. This incentive does not apply to SDOs.

• Unless you are qualified to receive an offer, you should not anticipate that you will receive one. If you do receive an offer, you will not be entitled to receive the benefits of more than one incentive or deferral program. We reserve the right to cancel or modify any or all of the programs described above at any time. If you do not satisfy all of the conditions set forth in any offer or addendum, then our standard IFF or renewal fees will apply.

Restaurants Developed Under an SDA

If you are purchasing an SDA, we may offer a payment schedule instead of requiring full payment upon signing. If you are on a payment schedule, IFFs are payable in full even if you do not open all of your required Restaurants. If you do not remain current on your development schedule or otherwise default under the terms of the SDA, it may result in termination of the SDA and acceleration of all remaining fees due under the SDA. If you are offered a payment schedule, you will typically be required to make an initial payment upon execution of the SDA and subsequent payments will be based on either (i) certain SDA milestone dates (e.g. the Required Control Date) or (ii) passage of time from signing the SDA. If you are offered a payment schedule, you must pay your IFF deposit with unencumbered cash and it cannot be borrowed. Applicable to single-brand restaurants only (not Combos): if you sign an SDA and a BR Development Incentive Addendum or Capital Contribution Development Incentive, you may be offered a payment schedule of ten payments: 1/10th of the IFF due and payable on the execution of the SDA, the second installment payment is due and payable on the first anniversary of the Required Opening Date and a 1/10th payment of the IFF will be due and payable annually each year on the anniversary of the Required Opening Date until the IFF is paid in full. Failure to meet a SDA development schedule, Control Date or Required Opening Date will void any payment plan, and the full standard IFF will be due and payable at that time.

Restaurants Not Developed Under an SDA

In the case of a franchise granted for a new Restaurant that is not part of an SDA, you must pay the entire IFF when you sign the FA. You must pay your IFF with unencumbered cash and it cannot be borrowed.

If we approve a franchise for a new single brand Baskin-Robbins Restaurant with a BR Development Incentive or Capital Contribution Development Incentive, you may be offered a payment schedule of ten payments: 1/10th of the IFF due and payable on the execution of the FA, the second installment payment is due and payable on the first anniversary of the Restaurant’s Required Opening Date and a 1/10th payment of the IFF will be due and payable annually each year on the anniversary of the Restaurant’s Required Opening Date. Failure to meet a Required Opening Date will void any payment plan, and the full standard IFF will be due and payable at that time.

If we approve any assignment, sale and/or transfer of any interest in the FA with a BR Development Incentive Addendum or Capital Contribution Development Incentive, the remaining balance of the IFF is due and payable in full upon such assignment, sale and/or transfer.

SDOs, Combo Restaurants and Restaurants located in Hawaii or Alaska are not eligible to receive the aforementioned payment schedule.

Renewal Fees

We offer a conditional renewal in the FA for one additional term of 20 years (the Renewal Term) if all of the conditions are satisfied on time, including payment of our then-current renewal fee. For SDOs and in certain other circumstances, we may not offer such Renewal Term or such Renewal Term may be for less than 20 years.

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Renewal Fees are based on the average annual rate for IFF in this Item. For Combo Restaurants, you will pay us $10,000 for a 20-year term and pay our affiliate, Dunkin’ its then-current IFF as disclosed in the Dunkin’ Franchise Disclosure Document.

Other Initial Payments To Us

Reimbursement of Expenses: If you are developing a Restaurant and you or your architect are not prepared for a scheduled meeting when required, you must reimburse us for certain out-of-pocket costs.

Real Estate Lease Related Charges: A security deposit or other charges payable under your real estate lease or sublease may be required before the business opens. If you sublease from us, the security deposit is refundable at the end of the sublease term if, after we receive a final accounting from the landlord under the prime lease, you have no outstanding financial obligations to us under either your franchise or lease agreements. A $100.00 administrative fee is applied to all BR Subleases.

Training Related Fees Paid to Us: You will be required to pay an initial online access fee of $300 per location and thereafter an annual continuing training fee (subscription fee), which is currently $300 per location. These fees are quoted as of the date this Disclosure Document, and may change. If you own and operate multiple Restaurants, you must continuously manage your network with a minimum number of individuals who have successfully completed our training program in order to meet operational standards. If your network needs to send you or your employees back through the new franchisee learning path to meet these requirements, there will be a charge for each franchisee team member per class. If you are a new franchisee and you are entering the system through an acquisition of an existing location, you will need to pay a training fee, which is currently $1,600 for all Restaurants. Any additional individual(s) attending the Brand Training program will be required to pay $1,500 per individual for all Restaurants. If you are a new BR SDO franchisee entering the system through an acquisition of an existing location, you will pay $1,000 to attend training. All training fees are due at the time of the registration request. A $100 cancellation fee per individual per class shall apply if you cancel a scheduled class with less than a week’s notice.

Marketing Start-Up Fee: In connection with the opening, remodeling, relocation or transfer of your Restaurant, you must undertake promotional activities in the manner and to the extent that we prescribe in accordance with our Brand standards, which we will provide to you. The Brand standards will advise you of the manner and timing of payment for each activity. The minimum required Marketing Start-Up Fee is currently $5,000 per new restaurant opening, $3,000 for re-opening after a remodel, $3,500 per relocation that we approve and $3,000 per transfer that we approve. The promotional activities are designed to promote the opening, re-opening or relocation of your Restaurant and the fee is spent by you. If you fail to administer these promotional programs yourself, we may require you to pay the fee to us or one of our approved vendors to conduct these activities for you.

In connection with the opening, remodeling or relocation of Combo Restaurants, you must undertake promotional activities in the manner and to the extent that we prescribe in accordance with our Brand standards, which we will provide to you. The Brand standards will advise you of the manner and timing of payment for each activity. The minimum required Marketing Start-Up Fee is currently $10,000 per opening, remodel or relocation event that we approve. The promotional activities are designed to promote the opening, re-opening or relocation of your Restaurant and the fee is spent by you. If you fail to administer these promotional programs yourself, we may require you to pay the fee to us or one of our approved vendors to conduct these activities for you.

If you add a Baskin-Robbins to a standalone Dunkin’ Restaurant to become a Combo Restaurant, and you are not required to remodel the Dunkin’ Restaurant, the minimum required Marketing Start-Up Fee is $5,000. If you add a Baskin-Robbins to a standalone Dunkin’ Restaurant to become a Combo Restaurant as part of a remodel, the minimum required Marketing Start-Up Fee is $10,000 ($5,000 for the Baskin-Robbins and $5,000 for the Dunkin’).

The Marketing Start-Up Fee for SDO Restaurants (with the exception of those classified as Gas & Convenience Restaurants) is 50% of the Marketing Start-Up Fee for traditional Restaurants as stated above and may be waived in our discretion. The Marketing Start-Up Fee for Gas & Convenience Restaurants is the full standard Marketing Start-Up Fee referenced above.

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Refunds

Unless noted above, all IFFs and other initial payments to us are non-refundable.

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Item 6: Other Fees

TYPE OF FEE AMOUNT DUE DATE REMARKS

Continuing Franchise Fee (CFF)

5.9% of gross sales (Notes 1A, 1B, 1C, 2A, 2B and 4)

Due on or before Thursday of each week, for the seven-day sales reporting period ending at the close of business on Saturday, twelve days previous

(Note 3)

Gross sales include all revenue related to the Restaurant.

(Note 1.B)

Continuing Advertising Fee (CAF)

5.0% of total gross sales (Notes 1A,1B,1C, 5A, 5B, and 5C)

Due on or before Thursday of each week, for the seven-day sales reporting period ending at the close of business on Saturday, twelve days previous

(Note 3)

Additional CAF fees may be due if agreed to by 2/3rds of the Restaurants (regional or national)

Franchise Transfer Fee (for a majority interest)

$7,500 (or $20,000 if the Restaurant is a Combo plus the amount listed in the table in Note 7)

Upon transfer Due if you transfer 50% or more interest in the franchise.

Franchise Transfer Fee (for less than a majority interest) OR (transfer to spouse or children)

Then-current Fixed Documentation Fee, currently $2,000 per Restaurant plus an additional $2,000 for each new transferee (Note 8)

Upon transfer Due in the event of a transfer that does not result in a change of control OR Due if you transfer any of your interest to your spouse and/or one or more children.

Audit Costs Our cost to examine your financial, employment or business records including legal fees and investigative costs

When and as billed to you

We reserve the right to collect our costs to audit your Restaurant if: (a) a 3% or greater discrepancy is discovered; (b) information has been provided to show a possible violation of the agreement; or (c) the audit is done because you did not send us or keep required records.

Immigration Status Review Costs

Our out-of-pocket costs to hire attorneys or others for outside advice.

When and as billed to you

Payable if we need outside advice on your legal or immigration status.

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TYPE OF FEE AMOUNT DUE DATE REMARKS

Interest, Late Fees, and Collection Costs

Then-current late fee or dishonored check fee, and if applicable, interest on unpaid amount at 1.5% per month (but not more than any maximum imposed under applicable law).

When and as billed to you

We can change these fees without notice. They apply if you fail to pay us, or if your check is dishonored or your EFT is rejected by your bank.

Indemnification Varies Upon demand You must reimburse us if we are sued and/or held liable for claims related in any way to the operation, procession or ownership of the Restaurant or the premises.

SDA Transfer Fee

(transfer of a majority interest or more)

$10,000 (Note 9)

Upon transfer Due if you transfer 50% or more of your direct or indirect interest in the SDA; partial transfers of development obligations and associated rights are not permitted.

SDA Transfer Fee (for less than a majority interest) OR (transfer to spouse or children)

Then-current Fixed Documentation Fee, (currently, $2,000 plus an additional $2,000 for each new transferee.) (Note 9)

Upon transfer Due if you transfer less than a 50% interest in the SDA or SDA entity. OR Due if you transfer any of your interest to your spouse and/or one or more children.

Lease Fees Varies

(Note 6)

Payable as described in the lease

If you lease the Restaurant from us or our affiliates.

Fixed Documentation Fee - Generally

Then-current Fixed Documentation Fee, (currently, $2,000 per Restaurant).

Due when you request additional documents, or when requested by us

Due if preparation of additional documents is at your request or becomes necessary.

Fixed Documentation Fee - Transfers

Then-current Fixed Documentation Fee, (currently, $2,000 per Restaurant) plus an additional $2,000 for each new transferee. (Notes 8 & 9)

Due when additional documents required in connection with transfers, or when requested by us

Due if preparation of additional documents is at your request or becomes necessary.

Costs for tests used to approve additional supplier(s)

Our out of pocket and internal costs allocated to this activity, typically $1,000 to $10,000 depending on the complexity of the testing

When and as billed to you

You pay the cost for any additional tests/approvals that you have requested. (See Item 8.)

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Notes

General: Unless otherwise stated, all fees are imposed by, paid to and collected by us and are non-refundable. Except as specified below, all fees are uniformly applied to franchisees, however, we may waive or reduce some or all of these fees for a particular franchisee in instances where we, in our sole discretion, decide it is appropriate to do so.

Franchisee may request an additional copy of their documents held by Franchisor. There will be an administrative fee of $100 per Restaurant.

1.A For Restaurants you develop under an SDA, you will sign the then-current form of FA. Your fees will be as set forth in your SDA.

1.B "Gross Sales” means all revenue related to the sale of approved products and provision of services (including, but not limited to, direct delivery, catering and/or delivery services through third parties) through the operation of the Restaurant, but does not include money received for the sale of stored value cards and deposited into a central account maintained for the benefit of the System; taxes collected from guests on behalf of a governmental body; or the sale of approved products to another entity franchised or licensed by us for subsequent resale.

1.C We may, in limited circumstances, grant franchisees lower CFFs and CAFs depending on many factors (including a prospective franchisee's experience, financial strength, real estate holdings, ability to obtain suitable sites in competitive or specialized markets, and the number of Restaurants required to be developed). Additionally, we may offer incentives in certain markets, such as new or developing markets, which include reduced CFFs or CAFs. Reduced fees only apply to franchisees who are in compliance with all of our agreements and requirements, and failure to meet an SDA development schedule may void any fee reduction. We may cancel or modify any incentive program at any time. Franchisees who are offered the opportunity to participate in an incentive program may take advantage of the benefit of only one incentive program, unless we agree otherwise in writing.

2.A Restaurants: The CFF for new Restaurants is 5.9% of Gross Sales except for Restaurants as described below: i) Hawaii where the CFF is 0.5% of Gross Sales.* ii) Alaska where the CFF is 1% of Gross Sales.* iii) Pacific Northwest where the CFF is 1% of Gross Sales.

* The fees in Alaska and Hawaii may increase to 5.9% for new franchisees.

Development Incentive: If you are offered and you sign an SDA or other development commitment and a BR Development Incentive Addendum for a stand-alone Baskin-Robbins Restaurant(s), the CFF will be waived beginning on the day you open the Restaurant to serve the general public through one year from the Required Opening Date, then increase to 1.9% of Gross Sales for the 2nd year, then increase to 2.9% of Gross Sales for the 3rd year, then increase to 3.9% of Gross Sales for the 4th year, then increase to 4.9% of Gross Sales for the 5th year, and then increase to the standard 5.9% of Gross Sales for the remainder of the term of the FA. If you do not satisfy all of the conditions set forth in the SDA or FA or BR Development Incentive Addendum, then our standard rate of 5.9% of Gross Sales may apply. This incentive does not apply to Combo Restaurants, SDOs, or Restaurants in Hawaii, Alaska or the Pacific Northwest. These reduced fees only apply if all of the terms and conditions of the incentive are met. Restaurant Transfer Sales Increase Incentive: For certain markets that we identify and agree to in a Restaurant Transfer Sales Increase Addendum, you could receive a credit between 0.5% and 2.0% of Gross Sales for the Restaurant for the first full 52-week sales reporting period beginning the Sunday following the Transfer Date payable on or about the 14th month from the transfer date. If you do not satisfy all of the conditions set forth in the Restaurant Transfer Sales Increase Addendum, you will not receive the credit. This incentive does not apply to SDOs.

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Military Veterans Development Incentive: Applicable only to qualified military veterans. If you are offered and you sign an SDA and a BR Military Veterans Addendum, the CFF will be waived beginning on the day you open the Restaurant to serve the general public through 2 years from the Required Opening Date, then increase to 1.9% of Gross Sales for the 3rd year, then increase to 2.9% of Gross Sales for the 4th and 5th years, and then increase to the standard 5.9% of Gross Sales for the remainder of the term of the FA. If you do not satisfy all of the conditions set forth in the SDA and BR Military Veterans Addendum, then our standard rate of 5.9% of Gross Sales may apply. These reduced incentive rates are only available for up to a total of 5 Baskin-Robbins and/or Dunkin’ restaurants developed under either past or present incentive offers. This incentive does not apply to SDOs, or Restaurants in Alaska, Hawaii or Pacific Northwest. These reduced fees only apply if all of the terms and conditions of the incentive are met.

Military Veterans Existing BR Ownership Incentive: Applicable only to qualified military veterans. The CFF for the purchase of an existing standalone BR will be reduced to 3.9 % from the Transfer Date, then increase to 4.9 % for the following year, and then increase to the standard 5.9% of Gross Sales for the remainder of the term of the FA. If you do not satisfy all of the conditions set forth in the Addendum, then our standard rate of 5.9% of Gross Sales will apply for the entire term of the FA. For certain Restaurants located in Alaska, and the Pacific Northwest (i.e., certain DMAs in Idaho, Montana, Oregon and Washington), the CFF for the newly purchased existing restaurant will be reduced to 0 % of Gross Sales for three years from the Transfer Date, and then return to 1.0 % of Gross Sales for the remaining term of the FA. These reduced fees only apply if all of the terms and conditions of the incentive are met. This incentive does not apply to SDOs.

Relocation Offer: Relocation of an existing stand-alone Baskin-Robbins Restaurant: For a limited time, if you relocate your existing Restaurant and are offered and sign the BR Relocation Offer, the CFF will be reduced to 2.9% of Gross Sales beginning on the day you open the Restaurant to serve the general public through 1 year from the actual opening date, then increase to 3.9% of Gross Sales for the 2nd year, then increase to 4.9% of Gross Sales for the 3rd year and then increase to the standard 5.9% of Gross Sales for the remainder of the term of the FA. If you do not satisfy all of the conditions set forth in the BR Relocation Offer, then our standard rate of 5.9% of Gross Sales will apply. This incentive does not apply to SDOs. These reduced fees only apply if all of the terms and conditions of the incentive are met.

Multi-Restaurant Franchisee Ownership Incentive: Applicable to certain existing, eligible Stand-alone BR franchisees who purchase an additional existing Stand-alone Baskin-Robbins Restaurant. The CFF for this Restaurant, the newly purchased existing Restaurant, will be reduced to 3.9 % of Gross Sales for one year* from the date Franchisee takes ownership of the Restaurant (the “Transfer Date”), and then return to 5.9 % of Gross Sales for the remaining term of the FA. The FA for Buyer’s existing Stand-alone Baskin-Robbins Restaurant, will be amended to reduce the CFF for said Restaurant to 4.9 % of Gross Sales for one year from the Transfer Date of the newly purchased existing Restaurant, and then return to 5.9 % of Gross Sales for the remaining term of the franchise agreement. For certain Restaurants located in Alaska, and the Pacific Northwest (i.e., certain Designated Market Areas in Idaho, Montana, Oregon and Washington), the CFF for the newly purchased existing restaurant will be reduced to 0 % of Gross Sales for two years from the Transfer Date, and then return to 1.0 % of Gross Sales for the remaining term of the Franchise Agreement. This incentive does not apply to SDOs.

Capital Contribution Development Incentive: Applicable to new and existing Baskin-Robbins franchisees who execute an SDA or FA with no SDA for the development in the continental U.S. and Hawaii of new Stand-alone Baskin-Robbins Restaurants with Conditional Real Estate Approval Letters dated on or after March 1, 2021. For each new Restaurant that opens to serve the general public on or before the Required Opening Date (or if no SDA, within one (1) year from the date of the Conditional Real Estate Approval Letter), the CFF will be as follows: 2.9% of Gross Sales from the day you open the Restaurant to serve the general public through one year* from the Required Opening Date; then increase to 3.9% of Gross Sales for the following year; then increase to 4.9% of Gross Sales for the following year; and then increase to the standard 5.9% of Gross Sales for the remaining term of your FA. If you build and open more Restaurants during the original term of your SDA than required under the SDA, the CFF rates for the Additional Restaurant(s) will be the same as above. For Multi-Restaurant SDAs, this incentive is only available during the first three (3) years of the SDA term and these SDAs must have a minimum of one (1) development commitment per year. This incentive does not apply to SDOs, or

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to Restaurants in Alaska or Pacific Northwest. These reduced fees only apply if all of the terms and conditions of the incentive are met.

*Note: The sales reporting period is a seven-day period beginning Sunday at the open of business and ending at the close of business on Saturday. For purposes of the incentives, a year means 52 sales reporting periods.

2.B Combo Restaurants: The CFF for new Combo Restaurants is 5.9% of Gross Sales. Additionally, we may offer Dunkin’ incentives in certain markets, such as new or developing markets, which include reduced CFF, in which case, any reduced CFF agreed for the Dunkin’ Restaurant will also apply to the CFF for the Baskin-Robbins sales in such Combo Restaurant.

3. We will require you to pay us by electronic funds transfer (EFT). You must provide us all the bank and other forms we need to set up or change EFT authorization. We will also require you to report your Gross Sales electronically over the Internet or other electronic means, as we may determine. For each week that you do so, and authorize EFT payment of the corresponding weekly fees, we will deduct the fees from your bank account. You must have computer equipment capable of accessing and using the electronic form. We reserve the right, whether due to system failure or otherwise in our sole discretion, to withdraw the electronic form and designate another form and procedure that you will be required to follow.

4. If your state, or any governmental body in your state, charges a tax on the royalty we receive from you, then you are required to pay an additional earned service fee and royalty equal, in our discretion, to the amount of this tax. This does not apply to any federal or income taxes we have to pay.

5.A The standard CAF for new Restaurants in all markets is 5.0% of Gross Sales except for Restaurants in Alaska and Hawaii where the CAF is 3.5% of Gross Sales, but may be increased to 5.0% of Gross Sales for new franchisees. In certain other limited circumstances, we may reduce the CAF. For example, in captive audience locations that we identify (including airports, stadiums and arenas, exposition and entertainment centers, entertainment parks, zoos and other non-traditional venues) the CAF is 2.5% of Gross Sales. We may also reduce the CAF (whether on a temporary or some other basis) in some markets, but not others. We have the right to reduce these fees (in some markets, we have already done so).

5.B Combo Restaurants: The standard CAF for new Combo Restaurants in all markets is 5.0% of Gross Sales. Additionally, we may offer Dunkin’ incentives in certain markets, such as new or developing markets, which include reduced CAF, in which case, any reduced CAF agreed for the Dunkin’ Restaurant will also apply to the CAF for the Baskin-Robbins sales in such Combo Restaurant.

5.C You must participate in marketing, advertising and other programs and pay increased CAF supported by a vote of two-thirds of the Restaurants in the market in which your Restaurant(s) is located with respect to local programs, and in the continental United States, with respect to national programs. Voting can be either one vote per franchisee or one vote per Restaurant, usually determined in accordance with the practices of the local Restaurants (See Item 11), unless we decide otherwise. We have the right to designate or change the composition of Restaurants to be included in the local market base for purposes of compiling votes. We usually do not vote unless we operate one or more Restaurants in the DMA, and we usually follow the practices of the local restaurants. Once approved, such programs typically continue for a specified duration. A new Restaurant is required to support existing programs, even if adding the new Restaurant might alter the vote as taken at the time of the programs' inception.

6. If you lease the premises from us or one of our affiliates, then you will pay us (or our affiliate) a monthly fixed rent set forth in your lease. You may also pay us percentage rent regardless of whether the prime lease requires percentage rent. The amount of percentage rent varies and will be set forth in your lease. Our leases are customarily "net-net-net" leases, which means you must pay all related costs of occupancy such as real estate taxes, insurance, all maintenance and repair costs, utilities, common area maintenance charges, and other costs. In addition, you will pay a monthly $100.00 administration fee. (See Items 5 and 7 for initial real estate fees and investment costs).

7. If you transfer the majority interest or all of your direct or indirect interest in your FA then you must pay us a transfer fee of $7,500, regardless of whether or not we exercise our rights. (Section 13.4 of the FA)

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If you are transferring a Combo Restaurant, you will pay the following transfer fee(s): If you have not operated the Restaurant for at least three full years before an asset or stock transfer occurs, you

will pay the transfer fee noted in the applicable chart below, plus $12,500 for a Dunkin’ restaurant or $20,000 for Combo restaurant. (When a franchisee sells a Restaurant to another franchisee, we do not allow the seller and buyer to enter into their own non-competition covenant outside the terms of the FA. See Rider to Contract for Sale Exhibit F-1)

If the transfer occurs after the third year of operation, you will pay the transfer fee noted below. We reserve the right to select another period, or to make appropriate adjustments to such Gross Sales, if extraordinary occurrences (e.g., road construction, fire or other casualty, etc.) materially affected the Restaurant's sales during the trailing 12-month period. If we elect to purchase the Restaurant by exercising our right of first refusal, the seller must still pay us the required transfer fee.

Combo Restaurant:

Gross Sales for the Trailing 12 Month Period Transfer Fee

Less than $400,000 $12,500

$400,000 or more, but less than $600,000 $13,500

$600,000 or more, but less than $1,000,000 $15,500

$1,000,000 or more, but less than $1,400,000 $19,500

$1,400,000 or more $27,500

8. Instead of the transfer fee above, we will only charge the applicable then-current Fixed Documentation Fee for (a) a transfer of interest that does not result in a Change of Control (as defined below), (b) if the interests transfer to the spouse(s) or children of the original signatories, or (c) if all of the interests transfer to beneficiaries or heirs of an owner who dies or becomes mentally incapacitated. The Fixed Documentation Fees for transfers is currently $2,000 per Restaurant. There will be an additional fee of $2,000 per each transferee that is not previously approved or needs to be re-approved. The FA issued to you and your new shareholders, your spouse and/or children will be the form FA that we are then offering at the time of transfer (including among other things the then-current transfer fee provision). “Change of Control” means either (i) a transfer of majority interest from an original signatory to another, or (ii) any transaction or series of transactions that, either alone or together with other previous, simultaneous or other proposed transfers, whether related or unrelated, will have the result of the original signatories holding an aggregate of less than 50% of all interests in the franchisee (reference to “interests” includes direct, indirect, or beneficial interests). For the avoidance of doubt, for any transfer under part (i) above that results in a Change of Control, then the transfer fees required under Sections 13.2.1 and 13.2.2 of the FA, as applicable, will apply.

9. The requirements for transfers of an SDA are the same as those for transfers of franchises. The $10,000 SDA transfer fee is due and payable for a transfer of interest that results in a Change of Control (as defined in the paragraph above) in addition to the transfer fees for operating Restaurants that may be part of the same transaction. Instead of the transfer fee, we will only charge our then-current Fixed Documentation Fee if the original signatories to the SDA retain more than 50% of the shares after the transfer, or if any of the interests transfer to the spouse(s) or children of the original signatories or if all of the interests transfer to beneficiaries or heirs of an owner who dies or becomes mentally incapacitated. The Fixed Documentation Fees for transfers of an SDA is currently $2,000. There will be an additional fee of $2,000 per transferee if not previously approved or needs to be re-approved.

10. You also will have to pay other fees to other parties (such as landlords, vendors, contractors for remodeling and refurbishing, governmental agencies, utilities, communications companies, etc.) in connection with your business operations. If you are buying an existing Restaurant, you may be required to pay the costs of a third

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party (such as a title company) to assist with the processing of documents. You may be required to pay this third party directly or reimburse us if we incur this cost.

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Item 7: Estimated Initial Investment

Your Estimated Initial Investment For A Baskin-Robbins Restaurant

Category Type of Expenditure (Note 1) Amount Method of

Payment When Due To Whom Payment is to be Made

IFF Initial Franchise Fee (20-year term)

$12,500 to $25,000 See Item 5 Before Opening Us

Sub-Total Initial Franchise Fee $12,500 to $25,000

Build Cost Real Estate Development (Note 2)

$123,000 to $267,000

Lump Sum or Financed Before Opening

Us or Third Parties (your Landlord and/or Contractor)

Build Cost Equipment, Fixtures and Signs (Note 3)

$115,000 to $197,760

Lump Sum or Financed

As Incurred, Before Opening Approved Suppliers

Build Cost Restaurant Technology System (Note 4)

$1,440 to $15,000

Lump Sum or Financed

As Incurred, Before Installation

Approved Supplier

Build Cost Licenses, Permits, Fees and Deposits (Note 5)

$6,000 to $20,000 Lump Sum Before Opening Municipalities,

Lessor or Us

Sub-Total Build Costs (Note 6) $258,000 to $470,521

Other Opening Inventory (Note 7) $5,000 to $8,000 Lump Sum Before Opening Us and/or

Approved Suppliers

Other Miscellaneous Opening Costs (Note 8)

$9,500 to $28,000

Lump Sum (See Note 6) As Incurred Suppliers, Utilities,

Employees, Etc.

Other Uniforms $400 to $800 Lump Sum Before Opening Approved Supplier

Other Insurance (Note 9)

$3,500 to $8,300

Lump sum or payment options

Lump sum or down payment, before opening

Insurance Company /Agent

Other Travel and Living Expenses While Training (Note 10)

$1,000 to $9,000 Lump sum

As Incurred, before and during training.

Airlines, Rental Car Agencies, Restaurants, Hotels, etc.

Other Marketing Start-Up Fee (Note 11)

$3,000 to $5,000 Lump Sum Before Opening Us or Third Parties

Other Additional Funds for First 3 Months of Operation (Note 12)

$0 to $52,500

Lump Sum and As Incurred

During First Three Months of Operation

Us, Third Parties and Employees

Sub-Total Other $22,400 to $111,600

TOTALS $90,985 to $625,185 (Notes 13, 14 and 15)

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Notes 1. Initial Investment Cost: Your initial investment for a new Restaurant depends primarily upon: (1) the number of Restaurants you acquire and/or develop; (2) their size; (3) their configuration; (4) their location; (5) who develops the real estate for and/or constructs them and (6) the amount and terms of financing. The initial funds required must be estimated since most costs are not within our control and may change at frequent intervals. These figures are estimates only and we cannot and do not guarantee that your costs will fall within the stated ranges. These estimated ranges are based on our experience and information provided by franchisees. Costs are constantly changing and your costs may be higher. You should diligently investigate all potential costs before proceeding.

2. Real Estate Development Costs: Real estate/space development costs vary considerably according to the type of Restaurant, real estate values in your area, your real estate interest (leasehold or ownership), location, size of site, code requirements and other factors, including labor, as well as whether you, your landlord, or we develop the Restaurant. Depending upon how your deal is structured, you may pay some or all of the actual cost. Factors that typically affect your real estate costs include your cost to negotiate your lease (or buy the property), fair market lease values and lease terms in your area, how the costs to renovate or develop the land, building and other site improvements are allocated between landlord and tenant and interest costs, among others. Lease terms are individually negotiated and may vary materially from one location or transaction to another. Your initial investment may be significantly lower if we or your landlord develops the location, but in that case, your monthly rent will probably be higher. Your rent will likely be based on development costs and reflect a rate of return on the landlord's initial investment, as well as other factors. Commercial leases are typically "triple net" leases, requiring you to pay rent, all taxes, insurance, maintenance, repairs, common area maintenance costs, merchants’ association fees and all other costs associated with the property. Rent will likely exceed the landlord's cost of leasing or financing the purchase of the location. You may also have to pay percentage rent. You may also have to make an initial payment into an escrow fund to cover estimated real estate taxes. We cannot predict the cost if you choose to buy the land on which the restaurant will be developed. Depending on how your deal is structured, you may pay some or all of the actual cost. Factors which typically affect your initial investment include your cost to negotiate the lease (or buy the property), local real estate market values, terms under which other locations have been leased, how the costs to renovate or develop the land, building, interior space and other site improvements are allocated between landlord and tenant, interest costs and the negotiations of the parties, among others. Lease terms are individually negotiated and may vary materially from one location or transaction to another. We may recommend that you have a feasibility study done by an architect or engineer before you sign a lease. We estimate this may cost you between $1,000 to $3,000. Costs to develop the land, building and other site improvements include architectural, engineering and legal fees, exterior landscaping, electrical & water hookup, paving, sidewalks, lighting, etc. Some local governments may charge an additional amount for utility connections to offset their costs for maintaining water and sewer plants; these amounts are not included in the above figure. Costs can be higher if soil problems or other environmental issues are encountered. Interior space development may require you to cut floors/roof/walls, and/or bring utilities to your designated space. These ranges do not include unusual costs to bring utilities to the property for hookup or government imposed "impact fees" (see Note 7). The low end of the range above is the estimated cost for you to negotiate a build-to-suit lease in which the landlord incurs most development costs, and you make a lease deposit. The high end of the range above assumes the most typical deal for the upper range for this brand, leasehold improvements within a landlord's building. If you elect to buy land, it can cost an additional $100,000 to $1,200,000 (and more). If you elect to build a freestanding building on leased land, it can cost from $200,000 to $300,000 more.

These estimates are based on our experience and information provided by construction managers and franchisees.

2b. Additional Development Costs: Additional development costs include, among others, architectural, engineering and legal fees. These estimates do not include extraordinary costs due to extensive redesign, permitting, variances, environmental issues, legal obstacles, bringing utilities to space, excessive permit fees, etc. In addition, if you are planning to add a drive-thru your costs will increase. 3. Equipment, Fixtures and Signs: This amount includes estimated costs of furnishings, installations, equipment, trade fixtures, small-wares, and certain other items on the Restaurant premises, the amount and specific items of

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which will vary depending upon the location, size and condition of a particular Restaurant. Existing Restaurants bought from existing franchisees have purchase prices that differ based on many variable factors and cannot be estimated. Cost ranges includes tax and delivery estimated at 10%. Exterior signage costs will vary by location, venue, site conditions, lease and local code requirements. These estimates do not include any costs for the removal of existing exterior signs or patching, repair or painting of the exterior building façade. These estimates do not include the costs of electrical supply circuits or final electrical connections as these are typically included in your general construction costs.

4. Restaurant Technology System: The price ranges reflect minimum to maximum for equipment configurations and solution costs, site preparation and installation for one to two POS systems. You may need additional POS systems depending on the size and configuration of your Restaurant. If your Restaurant has a drive-thru, you can expect to purchase additional equipment. Please note that in addition to the cost of the POS equipment, you will be required to pay monthly and/or yearly maintenance and user fees. (See Item 11 for additional details.) 5. Licenses, Permits, Fees and Deposits: The ranges do not include government imposed "impact fees." We estimate such fees, when imposed, can be $87,000 or more in some markets. Some local governments may also require a performance bond, which is not included in the above range. You must research all municipal/regulatory fees, deposits, licenses fees and permits fees, as these fees vary widely between different municipalities.

6. Source of Data: For a sample set of 11 stores built by franchisees between January 2019 and December 2020 in our building design, the franchisees reported an average build cost of $356,800. Build costs are defined as the sum of the four selections in the Category column labelled as “Build Cost” in the table. Some additional restaurants built within the timeframe were disregarded due to data that was abnormally high or low based on unique circumstances.

7. Opening Inventory: Before opening a Restaurant, you must purchase an initial inventory consisting of products from suppliers approved by us. The assortment and number of these items will be based upon the size and configuration of your Restaurant. The estimated cost for the opening inventory of these products varies for different locations, seasons and the storage capacity of the Restaurant. Your initial inventory of merchandise and supplies needed for the operation of the Restaurant will include ice cream, soft serve ice cream, frozen yogurt, cakes and other products for resale, containers and other paper, plastic or similar goods, fountain supplies (cones, fruits, toppings, syrups, etc.), dry ice, maintenance and cleaning materials, office supplies and miscellaneous materials and supplies.

8: Miscellaneous Opening Costs* Estimated Typical Range

Pre-opening Franchisee Employee Training Payroll** 7,500 13,000 Utility Deposits (e.g., Gas, Water, Electricity, Telephone) 0 5,000 Petty Cash (including cash register "Opening Banks") 500 2,000 Misc. Expenses: e.g., Interior Landscaping Plants, Sound System, Office Supplies, Licenses & Permits, Banking Pre-Opening Costs

1,500 8,000

Estimated Total $9,500 $28,000 * Some of these costs may not be applicable to SDO and Gas & Convenience Restaurants. ** Pre-opening Franchisee Employee Training Payroll may vary greatly according to the size of the Restaurant, the number of your employees that are being trained and their average wage. 9. Insurance: You must provide insurance coverage in accordance with our published standards (as amended from time to time), including but not limited to commercial general liability coverage with minimum limits in the amount of $2,000,000 per occurrence, employment practices liability coverage with minimum limits in the amount of $1,000,000 per occurrence, all risk property coverage including, but not limited to, flood and earthquake protection, plate glass coverage, and employers liability and workers’ compensation insurance, and maintain other insurance in accordance with our published standards (subject to change), and maintain other insurance in accordance with state law requirements. Some property owners may require higher levels of commercial general liability insurance or other insurance coverage under their leases. Initial premiums for commercial general liability insurance are subject to change due to market forces beyond either of our control, but usually range between $400 and $1,300 per year. The cost of other coverages, including required workers' compensation coverage and your discretionary purchases, varies widely, but may range from $3,100 to $6,800 per year. Your premium may be higher based upon your risk profile.

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You should discuss with your insurance carrier/agent whether or not these costs need to be paid in full before opening or whether they can be budgeted. Some insurance carriers will offer an installment option, requiring a 20 % - 25 % down payment, before opening. Failure to maintain such insurance may result in loss of your franchise and additional financial obligations. Existing Baskin-Robbins Express insurance requirements may be satisfied by the requirements of the host environment’s insurance policy. You should consult with your insurance advisor as you must make sure that you have all appropriate and required insurance in place. 10. Training and Related Expenses: We pay the cost of the initial brand training program for a franchisee opening a new Restaurant. However, you must pay any associated costs for the initial training for new restaurant team members, including but not limited to training materials, including the cost of the sanitation exam (if applicable to your area), uniforms, accommodations, wages and travel expenses, if any, for you and your employees. You will need to have an electronic device and Wi-Fi as necessary to access training. If you attend the initial training program in a location other than one of our training facilities, then you may be charged certain additional costs such as travel and related expenses for the trainers, your portion of the costs for the meeting room and such other costs as may reasonably be incurred. You must also pay for training programs conducted during the term of your FA if we believe such training is needed. The above estimated ranges of costs are for one person to attend the Baskin-Robbins initial training program for three weeks, including transportation, food and lodging. There may also be additional training time needed to achieve required competency levels. The amount of time required is a function of the individual’s ability to personally demonstrate the competencies. This may increase your cost for travel, hotels and meals for you and/or your designated representative. If you live close to the training facility or a host franchise training restaurant, your costs may be on the lower end of the range. Any wages or salaries that you may pay your employees while they attend training are not included in these estimates. You must also maintain worker's compensation insurance coverage for your employees while they are in training. You must pay a $100 cancellation fee per individual per class per day if you cancel a scheduled class with less than a week’s notice. All cancellation fees must be paid in full before a franchisee team member can register for any future classes.

11. Marketing Start-up Fee: Marketing Start-Up fees are used to promote the opening, remodeling, transferring or relocating of your Restaurant and are applicable for new, remodeled, relocated, or transferred Restaurants and when a brand is added to an existing Restaurant. (See Item 5)

12. Working Capital: You may or may not need working capital to support ongoing expenses that are not covered by sales revenue. New businesses may generate negative cash flow. These figures are estimates and we cannot guarantee that you will not have additional expenses in the first three months of operation. Your costs will depend on factors such as how well you follow our methods and procedures, the sales volume of your Restaurant, your management skill, experience, and business acumen, local economic conditions, the local market for our product, the prevailing wage rate, competition, your rent structure, and your Restaurant site type. Restaurants opening in the cold weather months may be more likely to need working capital in the initial three-month period because Restaurant sales are typically lower in the winter months.

13. Financing: We do not typically offer financing of any of the above costs.

14. Other Factors: Baskin-Robbins Restaurants may vary from one another in many respects. For example, Restaurants in urban trade areas may be multi-level with storage, sales, and seating areas on two or more levels, or have limited or no seating. Storage and sales areas may be smaller than typical Restaurants. Specially designed equipment may be necessary. Restaurants in urban trade areas may have no dedicated parking, require elevators, specially designed doorways, have limited access and require greater security measures. This may require special arrangements for deliveries of products and supplies to and from the Restaurant. Trash may require special handling, such as daily pickup. Labor costs may be higher in urban Restaurants due to the Restaurants configuration and competition for available workers, minimum wage requirements and other factors. We encourage you to talk to franchisees who operate Restaurants in similar trade areas to gain a better understanding of how your trade area may vary.

15. Permitted Financing: You cannot borrow more than 90% of (i) the initial investment in the building, site and additional development, equipment, fixtures and signs for new Restaurant or (ii) the purchase price for existing Restaurants (“Permitted Financing”).

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16. Combo Restaurants: The costs to develop a Combo Restaurant are similar to the costs to build a traditional Dunkin’ location; however, Combo Restaurants will have an additional equipment component that is further detailed in Item 11 of this Disclosure Document. You will find build costs for the Dunkin’ portion of the Combo Restaurant in the Dunkin’ Disclosure Document. We encourage you to talk to franchisees who operate Combo Restaurants in similar trade areas to gain a better understanding of how your costs may vary.

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Item 8: Restrictions on Sources of Products and Services You must conform to our high and uniform standards of quality, safety, cleanliness, appearance and service. We anticipate that our standards will change over time and you are expected to adhere to these changes.

All food and beverage products, supplies, equipment and materials of your Restaurant(s) and services to your Restaurant must meet our specifications, standards, and requirements. You must purchase these items from suppliers that we approve (including manufacturers, distributors and other providers of goods and services). Currently, there are no items for which we or any of our affiliates are approved suppliers or the only approved suppliers.

To our knowledge, there are no approved suppliers in which any of our officers or directors own an interest (not counting interests possibly owned through mutual funds).

Every supplier must demonstrate to our satisfaction that it can meet all specifications, standards, and requirements and has adequate capacity to supply our franchisees' quantity and delivery needs, which may mean, among other things, the ability to supply all franchisees in the System. The quality assurance requirements described in the Supplier and Distributor Quality Management System Manual must be agreed to by suppliers before being approved. We do not anticipate making the manual or other aspects of our supplier approval process available to you. We do make our specifications available to approved suppliers, but our specifications are not available to you. Before approving any supplier, we may take into consideration: a) consistency of products and/or name brands in (and between) our Systems, b) economies of scale achieved by larger volumes, and c) certain other benefits that a particular supplier may offer, such as new product development capability. When approving a supplier, we take into consideration the System as a whole, which means that certain franchisees may pay higher prices than they could receive from another supplier that is not approved. We reserve the right to withhold approval of a supplier for any reason. A list of approved suppliers is available on request. You can expect that the items you will have to purchase from approved suppliers in accordance with our specifications represent over 95% of the total purchases for establishing and operating the franchised business. Suppliers are required to share shipping, distribution and all other information with us, and you will be required to cooperate.

If you wish to use a supplier we have not previously approved, you and/or the supplier may request approval by submitting the request to us in writing. Our criteria for approving alternative suppliers is not available to you or your proposed suppliers. We may require that samples from the supplier be delivered to us or to a designated independent testing laboratory for testing prior to approval and use. We expect that the cost of testing will range from $1,000 to $10,000 depending on the complexity of the products or services. All requests will be reviewed in accordance with our then-current procedures and we will take into consideration our available resources, which may affect the timing of our response. The supplier must meet our then-current specifications, standards and requirements, which may include signing a non-disclosure agreement and a guarantee of performance. We may change our specifications, standards and requirements at any time. There is no limit on our right to do so. If the supplier that you propose is initially approved or disapproved, we will notify you and the supplier within 90 to 180 days depending on the nature of the products or services. We may withdraw our approval at any time if the supplier's performance does not meet our criteria, we change our specifications, standards or requirements or other reasons. You or the supplier will be required to reimburse us for all costs that we incur in the testing and approval process whether the supplier is approved or not.

We may limit the number of potential suppliers that we consider for approval and for some categories of products we have and may in the future designate a third party or ourselves as an exclusive supplier. We have exclusive supplier arrangements for some categories of products or services including: ice cream production and distribution, fountain and packaged beverage products, packaging materials, upright freezers and dipping cabinets and distribution.

Dairy Farmers of America is currently the exclusive manufacturer and distributor to Baskin-Robbins franchisees (with some exceptions) of ice cream, sherbet, soft-serve ice cream and yogurt, ices, sorbets, quick frozen fruit, ice cream and yogurt novelties, toppings, cakes, rollcakes and other related products. In March 2021, exceptions to this exclusivity may include certain ice cream novelties (including ice cream sandwiches), cakes and quarts. We reserve the right to manufacture using approved sources or distribute the products ourselves or through other third

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parties. You must purchase your soft serve equipment from an approved supplier. Currently, there is only one approved supplier.

In regions serviced by the National DCP, LLC (NDCP), dry goods may be distributed to the Baskin-Robbins System by the NDCP.

Restaurant Technology Systems If you are opening a new Restaurant, renewing your FA, remodeling an existing Restaurant or purchasing an existing Restaurant, you are required to purchase, install and use an electronic POS system that we approve. (See Item 11).

Revenues Received By Us Or An Affiliate In Consideration Of Your Purchases

In the past, when our affiliate, DBI Stores LLC, owned and operated Restaurants, it received prices, patronage discounts, and/or allowances from suppliers on the same basis as other franchisees. However, as of the date of this disclosure document, none of our affiliates own or operate any Restaurants.

Under our preferred lending program, certain lenders may require a guarantee by us. In such cases, you will be required to pay to the third party lender a fee of 2.0% of the loan amount, of which one-quarter (that is, 0.5%) may be paid to us by the third party lender. This fee compensates us for our administrative costs and the possibility of loss resulting from default. Other financing programs, when and if available through us, may provide for other fees payable to us directly either by you or by the lender.

If you lease the premises from us or one of our subsidiaries or affiliates, we may derive revenue from you in the form of base and percentage rent payments, tax, common area and other payments. In some cases, your payments to us may exceed our costs.

If you buy an existing Restaurant from us, we may derive profit from your acquisition in excess of our cost to acquire and, in some cases, refurbish or remodel the Restaurant. We occasionally sell our real estate interest in a Restaurant to the franchisee that holds the FA for that Restaurant.

In the fiscal year ended December 26, 2020, Baskin-Robbins entities (including us and our related Baskin-Robbins affiliates) had total U.S. revenues of $49,017,992. Of that amount, its rental revenue from franchisees represented 6.8% ($3,345,546), and its revenue from required purchases represented 20.1% ($9,842,642). Revenue from required purchases generally means revenue received by Baskin-Robbins entities resulting from the distribution of products to you from Dean Foods and/or Dairy Farmers of America, and licensing fees from other vendors who produced certain items using Baskin' Robbins proprietary recipes, formulas and/or processes, as well as fees earned from franchisee access to online training programs required by the FA.

Other suppliers may contribute money to the applicable advertising fund or to other marketing and sales promotion programs. This money may be for their portion of a joint marketing program. Other than the above, no other revenue was derived by us or our affiliates from required purchases and leases by franchisees of products and services in the most recently completed fiscal year (as of the date this Disclosure Document was prepared).

Distributor Commitment Program At some point in the future, you may be required to become a member of the National DCP, LLC (NDCP). The NDCP is a Delaware limited liability company owned by Dunkin’ franchisees. We approve all suppliers of products as part of this program. The NDCP may purchase, on behalf of participating Restaurants, quantities in excess of current short-term Restaurant needs. Advance purchases may occur for any business reason, including to minimize the impact of anticipated price increases, shortages or outages. The NDCP is organized as a cooperative to pass on savings to its members through lower prices and patronage dividends. The corporate office for the NDCP is in Duluth, Georgia. Distribution Centers of the NDCP are located in Bellingham, Massachusetts (Northeast), Groveland, Florida (Southeast), Westhampton, New Jersey (Mid-Atlantic), Mokena, Illinois (Midwest), Twinsburg, Ohio (MW) Colonie, New York (Upstate NY), Greensboro, North Carolina (Carolinas), McDonough, Georgia (Central Southeast) and Phoenix, Arizona (SW). (Note these regions are different from regions described elsewhere in this Disclosure Document.) To obtain goods and services from the NDCP, you are required to become a member.

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To become a member, you must execute a membership agreement that requires you to exclusively purchase your food and supply requirements, as well as certain services, that the NDCP offers to its members for sale. The membership agreement requires, among other things: (i) payment of a one-time membership fee, which is currently $2,500 per participating Restaurant; (ii) providing a personal guarantee to the NDCP; and (iii) agreeing to the then-current membership terms applicable to like members, including payment terms.

We do not participate as a member of the NDCP; except however, to that extent our affiliates would participate as a member if they operated any Restaurants. Our participation in the NDCP is limited to having a voting member on the NDCP Board of Directors. This position is currently held by our Chief Supply Officer.

We and/or the NDCP may negotiate purchase arrangements or terms (such as price) with suppliers for the benefit of franchisees and the System as a whole. We reserve the right to receive fees or other consideration in exchange for rights licensed or granted, or services rendered to third parties, including vendors. We do not guarantee the availability of independent sources of supply for any particular product or service required to establish or operate your Restaurant.

If you add a Dunkin’ to an existing Baskin-Robbins Restaurant or purchase or build a Combo Restaurant, you will need to be a member of the NDCP, which is the exclusive purchasing and distribution entity for the Dunkin’ System.

We do not provide any material benefits to franchisees in return for their purchase of particular products or services or using designated suppliers.

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Item 9: Franchisee's Obligations This table lists your principal obligations under the franchise and other agreements. It will help you find more detailed information about your obligations in these agreements and in other items of this Disclosure Document.

The Abbreviations Used in the Table

FA Franchise Agreement Transfer Agr. Agreement to Transfer by the Sale of Assets

Combo FA Dunkin’/Baskin-Robbins Combo Franchise Agreement

Stock Transfer Agr. Agreement to Transfer by the Sale of Stock

SDA Store Development Agreement TOA Temporary Operating Agreement Sublease Sublease Participant Agr. Participant Agreement Opt. to Assume Option to Assume (Franchisee's)

Lease (3 Party & 4 Party) Rider to Contract Rider to Contract for Sale

Offer Letter Offer Letter Intranet Terms Dunkin’ Brands Intranet Terms of Use

Transfer Incentive Add.

Restaurant Transfer Sales Increase Incentive Offer: Addendum to FA

Contract for Sale Contract for Sale

BR Dev Incentive BR Development Incentive: Addendum to SDA & FA or Addendum to FA (as applicable)

Lease Option Lease Option Agreement

Add SDA Addendum to SDA Conditional Option(s) to Extend

BR Relo Offer BR Relocation Incentive Offer to Select BR Restaurants

New Combo Incentive

BR Incentive for New Combo Opening

BR to Combo Incentive

Incentive for Addition of a Baskin-Robbins to an Existing Dunkin’ Restaurant

Veteran’s Incentive BR Military Veterans Development Incentive

EPPA Electronic Payment Participation Agreement

Existing Veteran’s Incentive

BR Military Veterans Existing BR Ownership Incentive

MU Incentive Multi-Restaurant Franchisee Ownership Incentive

CCD BR Capital Contribution Development Incentive

Obligation Section in Agreement Disclosure Document Item

a. Site selection and acquisition/lease

FA: §2.5, §3.0, §16.0 Combo FA: §2.5, §3.0, §16.0 Sublease & Opt. to Assume SDA: §3.A. Rider: §2.4 Transfer Agr.: §2.0 - §2.3 Stock Transfer Agr: §2.0-2.3 Lease Option; §1 BR Relo Offer: §B.1.

Items 1, 6, 7 & 11

b. Pre-opening purchases/leases

FA: §7.0.2, §7.0.4 - §7.0.5.1 Combo FA: §7.0.2, §7.0.4 - §7.0.5.1

See a.

c. Site development and other pre-opening requirements

FA: §3.0 Combo FA: §3.0 Sublease: §5(b), §10(a)(b) SDA: §3.A.

See a.

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Obligation Section in Agreement Disclosure Document Item

d. Initial and ongoing training

FA: Contract Data C.2., §4.0 - §4.2 Combo FA: Contract Data E.2., §2.5,§4.0 - §4.2 Offer Letter: §2D Participant Agr. Rider: §4.2.D

Item 11

e. Opening FA: §1.0 - §1.06 BR Relo Offer: §B.1., §B.2 §D., §F.6. New Combo Incentive: §1 Veteran’s Incentive: §1. - §4. BR to Combo Incentive: §1. BR Dev Incentive: §1. - §3. CCD: §1.a

Item 11

f. Fees FA: Contract Data: C.- F., §4.0, §5.0 - §5.8, §6.0, §13.2 - §13.2.1, §14.4.4, §14.7.1 Combo FA: Contract Data: C.- F., §4.0, §5.0 §5.8, §6.0, §13.2 - §13.2.3, §14.4.4, §14.7.1 Sublease: §1.8, §1.9, §1.11, §1.12, §1.13, §4(a)(g), §6(a)(b), §7(a), §11(a)(b) SDA: §2, §4., §6., §9.C., §9.D., Ex. B. Rider: §2.6, §2.7.B., §2.13, §4.1 Contract for Sale: Exhibit A, Exhibit B, §7 Offer Letter: §2B, §2E Transfer Agr.: §5.3 Stock Transfer Agr.: §5.3 TOA: §3.b - §3.d, §4 BR Dev Incentive: §1. - §3. Add SDA: §3 BR Relo Offer: §B., §D. New Combo Incentive: §1 Veteran’s Incentive: §1. - §4. BR to Combo Incentive: §1. Transfer Incentive Add.: §1.A, §3 EPPA: §6 - §9 Existing Veteran’s Incentive: §1,2 MR Incentive: §1,2 CCD: §1,2,3

Items 5 & 6

g. Compliance with standards and policies/operating manual

FA: §2.2 - §2.5, §3.0, §4.1, §5.1, §7.0 - §7.6, §8.0 - §8.2, §12.0, §13.1, §14.4.2, §14.5, §14.7.4 Combo FA: §2.2 - §2.5, §3.0, §4.1, §5.1, §7.0, §7.6, §8.0 - §8.2, §12.0, §13.1, §14.4.2, §14.5, §14.7.4 SDA: §3.A., §4, §8. Intranet Terms TOA: §2, §3.a, §3.c Transfer Incentive Add.: §3 BR Relo Offer: §B.1, §F, §K. Existing Veteran’s Incentive: §5 MR Incentive: §4

Item 11

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Obligation Section in Agreement Disclosure Document Item

h. Trademarks and proprietary information

FA: §2.0 - §2.4, §9.0 - §9.4, §10.0 - §10.1, §10.3 – §10.5, §14.0.3, §14.4.1, §14.5 - §14.6, §14.7.3, §14.7.7 Combo FA: §2.0 - §2.4, §9.0 - §9.4, §10.0 - §10.1, §10.3 - §10.5, §14.0.3, §14.4.1, §14.5 - §14.6, §14.7.3, §14.7.7 SDA: §7, §11 Participant Agr.: §1, §4 Rider: §4.7 Intranet Terms: §6

Items 13 & 14

i. Restrictions on products/services offered

FA: §2.0, §7.0.4 - §7.0.5.1, §7.0.9, §7.5 Combo FA: §2.0, §7.0.4 - §7.0.5.1, §7.0.9, §7.5 Sublease: §8

Item 16

j. Warranty and customer service requirements

FA: §2.5, §7.0.6, §7.0.7, §7.6 Combo FA: §2.5, §7.0.6, §7.0.7, §7.6

Item 11

k. Territorial development and sales quotas

SDA Rider: §2.3.B. Add SDA

Items 1 & 12

l. Ongoing product/service purchases

FA: §7.0.4 - §7.0.5, §7.5 Combo FA: §7.0.4 - §7.0.5, §7.5

Item 8

m. Maintenance, appearance and remodeling requirements

FA: Contract Data G, §2.2, §2.4(b)(vii), §2.5, §3.0, §7.0.2, §8.0 - §8.2 Combo FA: Contract Data G, §2.2, §2.4(b)(vii), §2.5, §3.0, §7.0.2, §8.0 - §8.2 Sublease: §11(f)(g) Offer Letter: §2C TOA: §3.a Existing Veteran’s Incentive: §3, 4

Item 11

n. Insurance FA: §12.0 - §12.2 Combo FA: §12.0 - §12.2 Sublease: §11(c), §16 Rider: §4.6

Items 6 & 8

o. Advertising FA: Contract Data D & F, §5.1, §5.3, §5.4, §6.0 – §6.3, §9.1 Combo FA: Contract Data D & F, §5.1, §5.3, §5.4, §6.0 - §6.3, §9.1 Rider: I.F.

Items 6 & 11

p. Indemnification FA: §9.5, §12.2, §14.9 Combo FA: §12.2, §14.9 Participant Agr.: §2 - §3 Rider: §3.1 Transfer Agr.: §1.2, §2.0.3, §6.2, §6.5 Stock Transfer Agr.: §5.3

Item 6

q. Owner's participation management/staffing

FA: §7.0.6, , §7.4 Combo FA: §7.0.6, §7.4

Items 11 & 15

r. Records/reports FA: §5.2 - §5.4, §5.8, §7.0.3, §11.0 - §11.3 Combo FA: §5.2 - §5.4, §5.8, §7.0.3, §11.0 - §11.3 Sublease: §4(f)

Item 6

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Obligation Section in Agreement Disclosure Document Item

s. Inspections/audits FA: §7.2, §11.2, §14.4.1, §14.4.2 Combo FA: §7.2, §11.2, §14.4.1, §14.4.2 Sublease: §4(g)

Items 6 & 11

t. Transfer FA: §13.0 - §13.4 Combo FA: §13.0 - §13.4 Sublease: §15 SDA: §9 Rider Transfer Agr. Stock Transfer Agr. Veteran’s Incentive: §5 BR Dev Incentive: §2.b. Transfer Incentive Add.: §4 Contract for Sale: §7 Existing Veteran’s Incentive: §7 MR Incentive: §6 CCD: §1.b

Item 17

u. Renewal FA: §2.4(b) Combo FA: §2.4(b) SDA: §4. Transfer Agr.: §5.4

Item 17

v. Post-termination obligations

FA: §10.2, §10.3, §14.6 - §14.7.7 Combo FA: §10.2, §10.3, §14.6 - §14.7.7 Sublease: §11(k) Opt. to Assume Lease Option Rider: §2.3.B. Transfer Agr.: §1.0 Stock Transfer Agr.: §1.0 TOA: §5 EPPA: §12

Item 17

w. Non-competition covenants

FA: §10.1 - §10.2 Combo FA: §10.1 - §10.2 Participant Agr.: §5 Rider §2.3.B. Transfer Agr.: §1.0 Stock Transfer Agr.: §1.0

Item 17

x. Dispute resolution FA: §15.0 - §15.3 Combo FA: §15.0 - §15.3 SDA: §10 Intranet Terms: §7

Item 17

y. Other (describe) None

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Item 10: Financing General Overview of Programs

We facilitate certain lending arrangements, through third party lenders, which may provide financing for qualified franchisees. The amount of financing and period of repayment varies by program, circumstances, and creditworthiness of the applicant. For the purchase of both new and existing franchised businesses, the costs that are typically financed include construction, remodeling or leasehold improvements; site acquisition; and new or replacement equipment and fixtures. Typically, financed costs do not include initial inventory or supplies. We do not permit the financing of the IFF, and do not allow more than 90% financing on new Restaurants or purchases of existing Restaurants. All decisions to provide financing are at the sole and absolute discretion of the respective lender. We have no responsibility whatsoever with regard to a lender’s decision to provide or not to provide financing to you or to any other franchisee.

Terms of financing and rates may vary among the lenders. We may make changes to the list of lenders with which we have financing programs. The terms and conditions of these programs may change and the programs may be withdrawn without notice. Interest rates charged by these lenders change frequently according to a variety of factors, including market conditions. Significant changes in the economy have, in the past, led to large swings in the cost and availability of credit. You should obtain current information from the lender before committing to financing.

We do not advise you as to which financing program to choose. We strongly encourage you to investigate several alternative sources of financing and to discuss each available program with a qualified accountant, legal, tax or other advisor to determine which program best suits your individual business needs.

We do not typically offer financing. However, we may from time to time, at our discretion, offer voluntary financing to existing franchisees for specific programs such as the purchase of specialized equipment or accelerated development in specified markets. If approved, you would be required to sign a promissory note (the form of which is attached to this Disclosure Document as Exhibit C-1) and comply with other requirements specific to such program.

Typical Qualifications

Each lender maintains its own underwriting criteria and reserves the right to approve or deny any application for credit based on its internal rules and guidelines. These criteria typically include but are not limited to: acceptable pre-financing and anticipated post-financing cash flow, net worth, and debt to equity (leverage); acceptable credit history; management and/or food service experience; an acceptable purchase price if you are purchasing an existing Restaurant; the amount proposed to be financed must be within certain approved parameters; the applicant must provide designated equity participation; an acceptable business and financial plan; certification that the applicant is in compliance with its agreements with us; or has completed our training programs, and other factors. In addition, the lender may require that you own other Restaurants at the time of the loan application and require that the Restaurant be located in certain geographic locations.

Typical Contractual Obligations

Among other things, the lenders’ documents typically provide for the acceleration of principal and for the removal and sale of the collateral upon your default. The documents may also contain financial or other covenants, waivers of defenses, notice, demand, protest, redemption, appraisement, suretyship rights, set-off, recoupment or counterclaim against us and/or the lender. A termination of your FA may constitute a default of your loan or lease. You may be required to waive all exemption and homestead laws and to consent to a non-jury trial where not prohibited by law. Financing may not be transferable, and payment of principal and interest may be due upon the sale of your Restaurant. Late fees, attorneys’ fees and default interest may also be imposed under certain circumstances. (See Exhibit C, Sample Loan Documents). The loan documents, and the loan terms in such documents, may change from time to time and will generally vary from lender to lender.

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Each of your shareholders, owners and partners will typically be required to personally guarantee the obligations under the loan documents. Financing is typically secured by perfected first priority liens against your business and, in some cases, personal assets, including without limitation, real estate, improvements, equipment and signs. Prepayment penalties are often required and are dependent upon the individual agreement. Interest income may be recognized under the “Rule of 78s” (precomputation of interest due over term of loan reflecting monthly principal balance). The specific provisions of individual contracts will vary from program to program and among the lenders. You should check with the third party lender you select regarding their policy on selling, assigning or discounting loans. We strongly encourage you to review the terms and conditions and other required documents with an accountant, legal and/or tax advisor before executing such documents.

Programs for Franchisees: Limited Availability and Types of Programs

If you are qualified, financing for specific purposes may be available to you through third-party lenders. To qualify for new Restaurant or remodel financing, you typically are required to have been a franchisee for at least one to two years and meet other qualifications. Third-party lenders have provided financing for conversions of retail outlets to the System. Third-party lenders may finance your purchase of a Restaurant we previously owned. Third-party lenders may also make available to you a program to lease equipment and signs. Under such a program, third-party lenders may lease the equipment and signs to you with or without an option to purchase at the end of the lease term.

The below financing program reflect the programs available at the time this Disclosure Document was prepared. These programs may change. If there is any inconsistency between the above general overview and the specific programs described below, the terms of the specific program apply.

Interest rates vary based on the cost of funds, credit quality, loan size and other considerations including but not limited to current market conditions and whether or not the lender is a bank or non-banking institution. The interest rates and annual percentage rates displayed below were effective as of the date of this Disclosure Document and are subject to change at any time without notice.

Guaranteed Financing Program with Bank Capital Services, LLC (FNB)

The following guaranteed financing program was developed in partnership with FNB to finance new site development, remodels, and equipment, to certain franchisees previously approved by us. Real estate acquisition and debt refinancing is not allowed under this program; however, we reserve the right to make exceptions from time to time at our sole discretion. We will receive a fee from FNB as part of this program. We reserve the right to cancel or modify this program.

We do not advise you as to which financing program to choose. We strongly encourage you to investigate other sources of financing and to discuss each available program with an accountant or tax advisor to determine which program best suits your individual needs.

As of the date of this Disclosure Document was prepared, FNB offered the following terms: Restaurant Financing – previously approved Franchisees

Interest Rate 475 basis points over the current-like term swap rates as published in the Intercontinental Exchange ICE Report Center for USD 1100 swap rate (As of 1/25/2021, rate would be 0.529 + 4.75 = 5.279%)

Annual Percentage Rate 5.42% (based on $250k. loan, 5 yr. term, 5.279% rate) Term Up to 10-years Origination Fee to DBI Origination fee equal to 2% of the funded equipment cost at the time of closing. Documentation Fees $200.00 Security Interest/ Collateral

First priority security interest in all of each Borrower’s assets and personal guarantee is required

Loan To Value Up to 100% (or such lesser percentage as determined by the Franchisee) Prepayment Penalties: Typical Prepayment terms will apply. 5-4-3-2-1 will be used on a 5-year note. 5 yr. SWAP as of 1/25/2021 = 0.529

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Item 11: Franchisor’s Assistance, Advertising, Computer Systems and Training

A. Franchisor’s Assistance

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

Initial Services:

If you are acquiring a Store Development Area by executing an SDA, we will determine the Store Development Area, the number of Restaurants you must develop and the development schedule. This information will be included in a schedule to your SDA.

The following are our obligations prior to or at the opening of your Restaurants:

1. Most Restaurants are developed by franchisees who find their own locations. Many negotiate their own real estate interest in their Restaurant location. If you are developing a new Restaurant, we will approve the location if it meets our standards. Our approval of a location is not and should not be a guarantee of success at that location. We will provide you with a copy of our standard plans and specifications for the brand(s) and type of Restaurant you will develop. You must conform the premises to all codes and ordinances and obtain all required permits. You must construct the location to our standards and subject to our approval. (See Section 3 of the SDA, Contract Data Schedule, G and Section 3 of the FA.)

2. We will provide you the standards for designing, constructing and equipping your Restaurant. (See Section 3 of the FA.)

3. If you are opening a new Restaurant, we will make an initial training program available to you and/or your designated representative. If you are purchasing an existing Restaurant or need to have additional individuals attend training, you will pay an additional fee. You (and/or your designated representative) must successfully and timely complete the training program in order to become (or remain) a franchisee. (See Section 4 of the FA.)

Site Selection:

For new Restaurants, we may select the site, or we may approve a site that you select and propose. Factors affecting our decision generally include location, occupancy costs, proximity to major retail activity, traffic volume and speed, density of nearby population (resident or daytime), competition and potential for encroachment on other Restaurants of the same brand, site configuration, parking, accessibility, visibility, signage permitted by the landlord and local governmental authorities and other factors.

If you submit a site for our consideration, you must provide us with all required information about the site. You must not sign a lease for a site before we approve it, unless it is conditioned upon our site approval. You may not begin any construction on a site until we have approved the site. We do not typically pay “finders’ fees” for sites. We also do not generally own or take a prime lease on real estate and then lease it to our franchisees. We are not required to assist you in negotiating the purchase or lease of the site, but we may do so in some cases.

In order to develop a new Restaurant(s), you may be required to sign an SDA. Under SDAs, you are responsible for locating and securing sites within boundaries. You cannot develop a site until we approve it. We will not reimburse you for any costs you incur with respect to any location that you submit to us for approval. While we try to promptly review nominated sites, there is no specified time period in which we must respond to your approval request. If you request renewal of your SDA, we will reassess the potential of the Store Development Area for further development (See Section 4 of the SDA).

If you will construct your Restaurant, we will provide you standard, generic plans and specifications for the improvements, furnishings, fixtures and decor of the type of Restaurant approved for your site. You must then, at your expense, have specific plans and specifications for construction or conversion of the space for the Restaurant (and conforming to local ordinances and building codes, as well as obtaining the necessary permits) prepared by a licensed architect. Before you may begin construction, we must approve these plans and specifications and any changes made during construction in writing. All construction will be at your sole expense. Within 60 days

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following the opening of the Restaurant you are required to provide us with information regarding the costs you incurred to build the Restaurant on a form we provide to you. Failure to provide this cost information may impact your right to pursue future development of Restaurants.

You must ensure, prior to the opening of the Restaurant, that the Restaurant is accessible to and usable by persons with disabilities and meets the Standards for Accessible Design for new construction in the ADA Accessibility Guidelines (“ADAAG”) or any more stringent accessibility standard under applicable federal, state or local law.

Time Required to Open Business:

The typical length of time between the signing of the SDA and opening the first Restaurant under the SDA for business is 8 to 15 months. If you do not open your Restaurant within 15 months after signing the FA, then we will have the right to terminate the FA. (See Section 3 of the FA.)

The above time estimates do not include relocations. In addition, there may be an additional three to six months between the time you initially identify a site and the date on which you sign a FA. Factors affecting the elapsed time include: lease or purchase negotiations, zoning procedures, financing applications, local ordinances and approvals, obtaining licenses and permits, construction delays, weather conditions, shortages, delays in installing equipment and signs, development or construction not in accordance with our requirements, labor disputes, acts of God and other reasons. If you do not present an acceptable site, or if we otherwise do not approve a site that you have presented, then you may not open your Restaurant.

Continuing Services:

The following are our obligations during the operation of your Franchise:

1. We will maintain a continuing advisory relationship with you, providing such assistance, as we deem appropriate regarding the development and operation of the Restaurant(s). (See Section 2 of the FA.)

2. We will provide you with standards for the location, physical characteristics and operating systems of Restaurants and other concepts; the products that are sold; the qualifications of suppliers; the qualifications, organization and training of franchisees and their personnel; the marketing of products and our brand; and all other things affecting the experience of guests who patronize our System. We make those standards available to you in our manuals and in other forms of communication, which we may periodically update. (See Section 2 of the FA.)

3. We will review advertising and promotional materials that you propose to use. (See Section 6 of the FA.)

4. We will administer the Baskin-Robbins Advertising and Sales Promotion Fund (the Fund) and direct the development of all advertising, marketing and promotional programs for the System. (See Section 6 of the FA.)

5. We may conduct periodic national or local promotional campaigns during which a specified product or products must be given away or promoted at a specified price. If we designate that program as mandatory, you must participate fully in that program. For example, Baskin-Robbins franchisees are required to participate in “Celebrate 31” held seven times a year and in the Baskin-Robbins Birthday Club (and redeem a guest’s coupon for a free scoop of ice cream). (See Section 6.2 of the FA.)

6. If you request renewal of your SDA, we will reassess the potential of the Store Development Area for further development. (See Section 4 of the SDA.)

B. Advertising

Advertising Cooperatives:

We do not require or employ any advertising cooperatives. We do, however, administer and direct the development of advertising and promotional funds as described below.

Your Own Advertising:

Under certain circumstances, you may use your own local advertising. To do so, you must follow our brand guidelines and obtain our prior approval of all your local advertising and promotional plans and all materials you would like to use and it will be at your own expense.

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Sale of Franchises:

Except as expressly disclosed below, none of the advertising fees collected from franchisees are used to pay to advertise or promote the sale of our franchises.

Franchisor Restaurants:

Restaurants owned by our affiliates if any contribute to the Fund on the same basis as other franchisees.

The Baskin-Robbins Fund:

We have established and administer the Fund and direct the development of all advertising, marketing and promotional programs for the System.

We determine all activities of the Fund, including the content of the media selected and employed, as well as the area and Restaurants targeted for such activities. Advertising may be disseminated in various types of media (e.g., print, radio, television, the Internet, billboards, social media, mobile applications and others). At our discretion, the scope of individual advertising programs may be local, regional or national. We are not obligated to make expenditures for you that are equivalent or proportionate to your contributions to the Fund, or to ensure that you benefit directly or on a pro rata basis from the Fund’s activities. As of the date of this Disclosure Document, most advertising funds are spent for national programs.

We currently engage several outside agencies to provide advertising content for the Fund.

The Fund's fiscal year coincides with our fiscal year. At the end of the most recently concluded fiscal year (December 26, 2020), the following unaudited percentages of funds received were spent on: production (12.9 %); media placement (23.3 %); point of purchase (P.O.P.) materials (9.8%); administrative (17.0 %); and other (18.3 %). “Other” includes market research, sponsorships, readiness kits (to prepare you and your employees for marketing programs), merchandising, public relations, promotions, mobile applications, agency and professional fees and other items.

We may use up to 20% of CAF contributions from your Restaurant to, at our discretion, provide for the administrative expenses of the Fund and for programs designed to increase sales and further develop the reputation and image of the Baskin-Robbins brand. As part of administrative expenses, the Fund pays us amounts equivalent to salaries, benefits, and other compensation expenses, travel, rent and other expenses incurred by us in our administration of the Fund. The balance of the CAF contributions, including any interest earned by the Fund, is used for marketing, advertising and related expenses, which include various marketing and promotional activities and the costs to prepare, produce and distribute advertising, marketing and related materials.

Contributions to the Fund not spent in the fiscal year in which they accrue are first used to offset any deficit carried over from the prior year, and then any additional amounts are carried forward to the next year and spent on Fund expenses. Under the FA, we must provide you with a copy of the audited statement of the Fund if you request it in writing. The Fund is audited annually.

If two-thirds of the Restaurants vote nationally excluding Hawaii and Alaska (regarding national programs), or regionally, or locally (regarding regional or local programs) to pay advertising fees greater than 5.0 % for a certain time or program, then you must also pay the same greater advertising fees, even if you did not vote to make such payments. Advertising fees greater than the standard 5.0 % of Gross Sales will be used for their intended programs.

All franchisees are required to contribute to the Fund, however, franchisees with Restaurants in certain captive audience locations or SDOs (such as hospitals, train stations, airports, etc.) contribute at a reduced rate (See Item 6). We have the right to reduce CAF (in some markets, we have already done so), which we may do (whether on a temporary or some other basis) in some markets, but not others.

Baskin-Robbins Brand Advisory Council (BAC):

All franchisees in the System are members of a local District Advisory Council (DAC). These franchisees elect a DAC co-chair and vice chair, who represent them on a Regional Advisory Council (RAC). Each RAC then elects RAC co-chairs and vice chairs, who in turn represent the RAC on the Brand Advisory Council (BAC). The BAC

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advises us on ways to build, protect, and lead the Brand with guest satisfaction, franchisee profitability and the long-term viability of the Brands. We may appoint additional members to the BAC and we reserve the right to change one or more of the councils, to form new councils or to dissolve one or more councils. All of the councils serve in an advisory capacity only and do not have operational or decision-making power. All elected members must adhere to certain standards of eligibility as outlined in the Council guidelines. The Marketing Steering Committee (MSC) is a sub-committee of the BAC and advises the brand on advertising, media, calendar windows, programs and innovation, among other things.

C. Computer Systems

Restaurant Technology Systems - Approved Platform:

All Restaurants are required to have, and you must purchase, the Restaurant Technology System designated by us for the size and configuration of your Restaurant. We may grant limited exceptions for certain components of the Restaurant Technology System in highly atypical and rare circumstances, based on contractual obligations of the host environment. In such circumstances, you may be required to purchase additional equipment and incur additional costs. You will use the Restaurant Technology System to process credit and gift cards, accept mobile orders and payments, accept online orders and payments, configure and present menu items, pricing and taxation, access your back-office systems, access and run your video surveillance systems, use the “The U” our online university learning and marketing programs and courses, and connect to the Internet. You and your franchise team members must complete initial and ongoing training for the Restaurant Technology System, as we require.

Approved Vendors:

All components, including the installation and on-going maintenance programs, of the Restaurant Technology System must be purchased, provided and installed by vendors that we have approved. Among other things, our vendors make special modifications to their equipment and systems to comply with our Restaurant Technology System requirements. All Restaurants are required to comply with the construction and wiring standards relating to the Restaurant Technology System, including dedicated isolated grounded power, dedicated business class Internet for use solely with the Restaurant Technology System and its approved components.

Access to Information:

We require that you provide us and our Restaurant Technology System vendors continuous independent access to data from your Restaurant Technology System, through an approved high-speed network solution by the Store Network. There is no contractual limitation on our right to access or use the information on your Restaurant Technology System (except that we will not review and will not have access to – or ownership of – guests’ in-store payment card details).

Continuous Operational Condition:

We require that you maintain all components of the Restaurant Technology System in “continuous operational condition” and that you have maintenance agreements with approved vendors in place for all components. The components of the Restaurant Technology System and cost ranges are described in detail in this section. You must maintain the Restaurant Technology System in conformity with our standards and requirements, as well as local, state or federal laws, rules and regulations, and payment card industry (PCI) and other industry standards. You may be periodically required to upgrade the Restaurant Technology System and those upgrades will be at your sole cost and expense. Those upgrades will require maintenance to be performed on the equipment. Approved vendors may provide maintenance services on a contractual basis. There are no contractual limitations on the frequency, or limitations on the cost, of your updating/upgrading obligations.

If you are buying an existing Restaurant with an older system or one that does not otherwise comply with our required Restaurant Technology System, we will require you or the seller to purchase and install the then-current Restaurant Technology System components in the Restaurant prior to transfer as a condition of our approval of the transfer. If you are remodeling an existing Restaurant with an older system, we will require you to purchase and install the then-current Restaurant Technology System components, as well.

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It may be more expensive to install equipment in an existing Restaurant than in a new Restaurant. Hardware and software costs will vary according to the minimum configuration we determine for your Restaurant, for example, the number of point-of-sale terminals, the size of counter and presence of drive-thru, printers, digital displays screens, media players, prep stations and sandwich station devices, plus any additional supported optional equipment you may choose.

We may designate certain additional equipment and/or technology as optional or required within your Restaurant. If we later designate any such items as required, you will be responsible for complying with such requirements.

Estimates:

The figures noted in this Item 11 are estimates based on our experience. These figures may vary depending on the size and configuration of your Restaurant.

Restaurant Technology System Components

The range of costs provided below for these components does not include any applicable taxes and freight or any additional or expedited products or services.

1. Point-of-Sale (POS) System for Baskin-Robbins Standalone Restaurants:

We require you to process and record all your sales on POS system. The POS systems can record accumulated sales and cannot be turned back or reset and they retain data in the event of power loss.

POS System Cost Range Baskin-Robbins Standalone Restaurants only:

Concept # of POS

# of VDU

# of Prep

Estimated Initial Cost Range

Estimated Annual Fees and

Maintenance*

Single Terminal Configuration 1 0 0 $2,800 to $3,600 $800

2 Counter Terminal Configuration 2 0 0 $4,500 to $5,900 $1,500

Single Terminal Configuration with Drive-Thru 2 0 0 $4,500 to $5,900 $1,500

2 Counter Terminal Configuration with Drive-Thru 3 0 0 $6,000 to $8,100 $2,300

Note 1: Microsoft Operating System patching and anti-virus software license and associated updates and management are included in your Annual Maintenance package noted above.

Note 2: If you are buying an existing Restaurant with a current POS system, the vendor may charge you a fee for the transfer of ownership of the system.

Definitions:

• “VDU” refers to video display unit

• “Annual Maintenance” includes POS System hardware maintenance, POS software maintenance, and service desk. Unless specifically listed below, the maintenance cost above include updates and upgrades.

• “Initial Cost” includes: Hardware (POS, scanner, printer, etc.), software, staging, installation and training materials, service desk and maintenance. It does not include travel and other incidental costs associated

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with training, if necessary. You and your employees must complete initial and ongoing training for Restaurant Technology System, as we require. This is a self-install and self-train model.

These costs outlined in the Table do not include the following other required Restaurant Technology components, listed below

1. POS Peripherals - Barcode Scanners & Price Configuration Display- (PCD):

Each front counter POS and Drive-Thru cashier POS unit, except for the Drive-Thru order taker POS, will be required to have a barcode scanner and PCD integrated into the POS system.

2. Manager’s Computer Workstation:

We require you to have a dedicated In-Restaurant manager’s computer workstation comprised of a computer with access to the Internet and a printer. The workstation may also be used for other software and hosted services used in the running of your franchise.

3. Nutritional Labeling Printer:

As determined by controlling laws and regulations, you may be required to purchase, install and maintain a label printer to provide information regarding the ingredients, components and/or nutritional information for products, which you sell in the Restaurant. The initial cost of a printer from our vendor ranges from $75 to $1,000, depending on the model selected. 4. Store Network: All Restaurants are required to have dedicated, high-speed Internet access for use with the POS and other Restaurant Technology System components at the Restaurant. We require you to purchase business class high-speed internet with a minimum bandwidth of 16 Mbps (download) by 3 Mbps (upload) from a provider approved by us, or in accordance with specifications set by us. Additionally, we require that you install, use and maintain in continual operational condition a network firewall provided by a vendor approved by us. The hardware and licensing range from $300 to $425. The installation cost ranges from $150 to $520. Monthly maintenance costs range from $19 to $35, per Restaurant.

5. Service Desk Services: You are required to use our Restaurant Technology System Service Desk provider, which provides first point of contact assistance with your POS System and Restaurant Technology System. The Service Desk troubleshoots malfunctioning systems, arranges for hardware and software repairs, facilitates other technology processes and programs, and answers questions about certain technology operations. A current Service Desk contract is required for each of your Restaurants, covering any Restaurant Technology System components that the Service Desk supports. The cost of a Service Desk contract ranges from $570 to $825 per Restaurant, per year.

6. Credit Card Processing Services / Payment Terminal Device:

In addition, Restaurants are required to have “Clover-Go” from FiServ. Hardware costs for “Clover-Go” range from $100 to $125.

You are required to participate in the approved credit card program with our approved vendor, which currently includes MasterCard, Visa, American Express, and Discover. You should expect to pay monthly bank and service fees for this service as well as fixed and variable transactional fees for processing.

Each POS terminal accepting tender must be interconnected to the payment terminal device with appropriate software to encrypt and tokenize the payment transactions provided by our approved vendor. The cost for the payment terminal hardware and accessories range from $0 to $400 per unit. Installation costs per Restaurant range from $50 to $500. Hardware and software maintenance for payment terminals range from $120 to $400 per year. Variable costs depend on the number of payment terminals present.

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If your Restaurant receives a limited exception to our POS requirement, you may instead be required to install and maintain an external credit card and/or gift card payment-processing device for each exception POS terminal that accepts tender. The range for such equipment is from $500 to $1,250 per POS terminal. In addition, Restaurants could purchase additional payment terminals for their Restaurants and the cost ranges from $275 to $450. Hardware and software maintenance for the additional payment terminals range from $120 to $400 per year. Installation costs per Restaurant range from $50 to $500.

You may be required to purchase fraud prevention services from our approved vendor for your Restaurant’s online, mobile, and remote/advance ordering transactions from our approved vendor. The current cost of such fraud prevention services is $0.011 per transaction.

7. Stored Value Card (SVC):

You are required to participate in the SVC program. Guests can add stored value to their cards with cash, credit or debit card, mobile wallets or card issuer tender programs, and the amount of the purchase they make with the card is automatically deducted from its stored value. The POS system has the SVC functionality integrated into the system; therefore, no additional hardware is required. You should expect to pay weekly and/or monthly bank and/or service fees as well as fixed and variable transactional fees for processing. A fee of $0.0154 per transaction is applicable to in-store activations, reloads or purchases made using stored value cards in your Restaurant. These charges and fees may be adjusted as program and related costs change.

8. Menu Board System (Baskin-Robbins):

We require all Restaurants to install and maintain a Menu Board system approved by us. The approved Menu Board solution has four magnetic boards with a center promotional digital panel for presenting marketing content. The content is managed, reviewed and approved by Baskin-Robbins Marketing and is updated on a regular basis. The current Menu Board system, inclusive of the digital panel, is provided by the currently approved vendor and the price is approximately $3,000, including support and warranty.

We may require you to purchase a 4-Panel Digital Menu Board system provided by a vendor approved by us, as well as software, firmware or cloud based subscriptions necessary to maintain the digital signage in accordance with standards set by us. Digital Menu Board system components include 4 display panels, 4 media players, installation kit, network switch, warranty for the display panels and media players, site survey, site preparation, and physical installation. Prices range from $8,300 to $11,000 depending on the size/model of the display panels and of your site configuration.

9. Advance and Remote Ordering: We may require you to participate in advance and remote ordering programs through our vendor, which enables guests to place orders remotely, in advance. The on-going cost of the program may include: fixed monthly fees ranging from $0 to $75 as well as a transaction fees ranging from 2.0 % to 15.0 % of the order amount. Initial configuration, installation and hardware costs range from $150 to $2,600 per Restaurant.

10. PCI/PA-DSS Products and Services:

We require you to purchase certain PCI/PA-DSS products and services through a vendor approved by us. The cost ranges between $10 to $20 per Restaurant per month. Franchisees are solely responsible for meeting all PCI requirements and responsibilities and are required to complete the “Self-Assessment Questionnaire’ (SAQ) annually.

11. Payment Services:

You may be required, in connection with your purchase of hardware, software and services from our vendors or from us, to pay a service fee to us or a third party for billing and administrative services they or we provide. We have entered into agreements with certain vendors under which we may assist such vendors with the billing and collection of fees from franchisees. In the course of carrying out our responsibilities under such agreements, we may derive income for our services based on a percentage of the invoiced amounts, ranging from 0 % to 6 %.

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12. Retail Transaction Receipt Marketing Solution:

We may require you to participate in a monthly Retail Transaction Receipt Marketing Solution program, which will fund continuous support, maintenance and improvements to the marketing solutions company whose software products transform traditional retail transaction receipts into engaging receipts that feature coupons and special offers for guests. Fixed monthly fees could range from $17 to $20.

13. POS and Back Office Technical Maintenance:

We may require you to participate in a monthly maintenance program with our vendor with respect to your POS System and/or your BOH software, which will fund continuous improvements in the base software for the benefit of your Restaurant. Fixed monthly fees range from $10 to $25 per Restaurant.

14. Security Patching:

You are required to participate in a vendor approved Security Patching program. This program covers Operating System and other third party software patching/updating typically done once a month. The approximate cost is $5-$10 per endpoint (Example endpoints: POS, KDS, Kiosk, etc.).

15. Miscellaneous:

Computer systems are vulnerable in varying degrees to computer viruses, bugs, power disruptions, communication line disruptions, Internet access failures, Internet content failures, and attacks by hackers and other unauthorized intruders (Computer Problems). It is your responsibility to protect yourself from these Computer Problems, which include taking steps to secure your systems (including continually updating firewalls, password protection, updating operating system service packs or patches, and anti-virus systems), and to use data backup systems. Our vendors may offer protection services or systems from $85 to $600 per Restaurant per year based on services provided.

Combo Restaurants

Combo Restaurants must comply with the Restaurant Technology Systems for Combo Restaurants and cannot use POS Systems or other Restaurant Technology System components approved for Baskin-Robbins Standalone Restaurants. Please review the Dunkin’ Franchise Disclosure Document Item 11 for the requirements for Combo Restaurants. Dunkin’ may designate certain additional equipment and/or technology as optional or required within your Combo Restaurant. If such items are designated as required in the future, you will be responsible for complying with such requirements.

Your cost per Restaurant will depend, among other things, on your Restaurant's size and configuration, and the system options you may choose. It may be more expensive to install approved equipment in an existing Restaurant than in a new Restaurant. Hardware and software costs will vary according to the minimum configuration we determine for your Restaurant, for example, the number of point-of-sale terminals, size of counter and presence of drive-thru, printers, digital displays screens, media players, prep stations and sandwich station devices, plus any additional supported optional equipment you may choose.

Estimated Costs of Standard Optional Equipment

This equipment is also available, but not required.

1. Coin Changer: Franchisees are encouraged to install coin changers in their Restaurants. Approved coin changers can be only purchased through our approved POS vendor as standard optional equipment. Price ranges for purchase, configuration and installation are from $950 to $1,100 for one coin changer, depending upon the number of coin canisters installed. Annual maintenance prices range from $90 to $125 per Restaurant, per year. Prices vary depending on the number of coin changers and coin canisters installed.

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2. Video Surveillance:

To enable franchisees to have both Restaurant and remote view of activities, inclusive of a POS overlay, we encourage you to purchase and install a video surveillance camera system that is integrated into the POS System. If integrated directly with the POS system, we require you to purchase this system from our approved vendor. Upfront installation and hardware costs range from $300 to $13,000 depending on the number of DVRs and cameras installed. We estimate that annual subscription or maintenance price ranges will be in the range of $600 to $5,200 per Restaurant, per year. Initial user setup fees will likely range from $25 to $50. You may incur additional fees related to high levels of usage of cloud-based services, which range from $99 to $200 per user, per year.

D. Training

You must at all times manage your first restaurant with at least one individual, who must be you or another partner, shareholder (of your corporation) or member (of your limited liability company) and who has successfully completed our required training program, which may vary based on your role in your organization.

Successful completion means:

• Achieving a passing score of 85% on all written or verbal tests taken during your training program;

• Completing all required homework and online learning; and

• Adhering to our then current “Student Expectations”

Individuals who fail to meet any of the above will be dismissed from the training program and may be excluded from any future cycles of the program. You must also achieve proficiency in all aspects of the business. If you do not successfully complete our training requirements, you will not be granted a franchise regardless of whether you were previously approved to be a franchisee.

If you wish to own and operate multiple Restaurants, you must continuously manage your network with a minimum number of individuals who have successfully completed our training program according to our standards for multi-restaurant development and operation. If additional individuals from your organization want or need to complete “Brand Training” to meet these requirements, there will be a charge for each participant per class, which must be paid before the start of class.

If you are developing or purchasing a Combo Restaurant, you must successfully and timely complete our training requirements for both brands prior to transfer or opening your Restaurant.

You and your Restaurant managers must have literacy and fluency in the English language sufficient to satisfactorily complete our training program and to communicate with employees, guests, and suppliers.

You must pay for uniforms, salaries, accommodations, wages and travel expenses, if any, for you and your employees. If you attend the initial Brand training program in a location other than one of our training facilities, then you may be charged certain additional costs such as travel and related expenses for the trainers, your portion of the costs for the meeting room and such other costs as may reasonably be incurred. You must also pay for later training programs that we may conduct or require. Attendees at our training facilities are required to execute a Participant Agreement (see Exhibit H). You must secure active worker’s compensation insurance for your employees before they attend training sessions. A $100 cancellation fee per individual shall apply if you cancel a scheduled class with less than a week’s notice.

You may be required to participate in an In-Restaurant Evaluation of two days before starting the training program described below.

Attendees to our training programs are required to abide by the then-current dress code policy for restaurant team members and managers.

Our training programs are regularly reviewed and updated.

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Baskin-Robbins Brand Training Program:

The Baskin-Robbins Brand Training program takes a total of 10 days to complete the classroom/instructional phase when taught in person at Dunkin’ Brands University (DBU) in Braintree, MA. This does not include online training, additional in-Restaurant practice or travel time and is offered a minimum of 8-12 times a year at (DBU Due to Covid, it is currently a virtual program that takes 21 days. During these 21 days, you will be required to travel to a Host franchise training restaurant to practice product execution and additional items taught by trainers during the virtual training time. Cycles may be cancelled at our discretion. This program consists of instructor demonstrations on how to produce, merchandise, serve and package products sold in a Restaurant, followed by student practice. We do not assure you that a training facility/Host restaurant will be available close to your home or that you can avoid travel, hotel and meal expenses during such training.

Subject Hours Of Classroom Training*

Hours Of Restaurant Operations Training

Nature Of Instructional Materials

Location

Foundations and Dessert Operations Training

25-30 hours 15-20 hours Manuals, job aids, workbooks, handouts, online training

DBU Braintree, MA Virtual and in

local Host restaurants

Franchisee Business Fundamentals Training

40 hours Manuals, job aids, workbooks, handouts, and online training

Virtual and/or DBU

Braintree, MA

Restaurant Operations Training

20 hours 20 hours Manuals, job aids, workbooks, handouts, and online training

Virtual and in local Host restaurants

TOTAL 85-90 hours 35-40 hours

Note: The virtual classroom and in-Restaurant time is based on 8 hour days.

* Some or all of the foundational training may be conducted at our training facilities at DBU in Braintree, Massachusetts, or at other locations we determine including host franchised Restaurants. There may be additional time needed to achieve required competency levels, which may be conducted at a location other than at DBU. Some or all of the Restaurant operations training may be conducted at Host restaurants or at another location determined by us. The amount of time required is a function of the individual’s ability to personally demonstrate the competencies.

Online Training:

Some of our required classes are only offered on the Internet and are referred to below as online training. These classes will require approximately 16 hours to complete. This is in addition to the classes listed above.

Subject Hours Of Online Training* Business Management Training 8 Hours Dessert Management Training 4 Hours Brand Training 12 Hours Total 24 hours**

* The amount of time required to complete the online training is approximate. It may take more or less time based on Internet connection speed and competency of the learner.

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** Currently due to COVID, the amount of our virtual training has increased and may continue into the future.

Additional Training:

In addition, for your first Restaurant, we may require you to participate for two days in the opening of another Restaurant.

Learning Team:

Our Baskin-Robbins Brand Training program is supported by members of the Field Learning team. This team consists of a Director of Field Learning & Ops Sys and four trainers. Most of this team was previously employed as Restaurant Operations Managers, Chefs or the quick service restaurant industry. The average tenure with our predecessors and us is 8 years.

Subject Instructors Experience

Length Of Experience In The Field Related To The Subject

Length Of Time With The Franchisor

Brand Training Week 1 1-15 years 10-15 years 10 years Brand Training Week 2 1-15 years 10-15 years 5 years Dessert Management Week 3 1-15 years 15 years 1-3 years

Who Must and May Attend:

Who Must Attend Cost to attend Training Program

Who May Attend Training

Cost to attend Training Program

Standalone New Build Franchisee Candidate Included

in IFF One additional person

Included in IFF

Any additional person (over and above two included)

$1,500 per person

Standalone Existing Restaurant Franchisee Candidate $1,600 * Any additional

person $1,500 per person

BR Express/SDO Existing Restaurant Franchisee Candidate $1,000 * Any additional

person $1,000 per person

Substantial Franchisee ** (If one or more of the owners is the person with operational responsibilities, then one of the owners with operational responsibilities must complete the standard training requirements)

Franchisee Candidate or designated representative and person

(e.g. a VP or Director of Operations)

Included in IFF up to 5 persons

Any additional person (above 5)

$1,500 per person

* Training Cost:

If you are purchasing an existing Restaurant, you must pay an initial training fee of $1,600 to cover initial costs for certain training materials, including the cost of certain manuals, posters, aids, Baskin-Robbins dessert decorating kit

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and booklets for all Standalone Restaurants Online Training (plus the then-current annual online access fee). This initial training fee is reduced to $1,500 for each additional individual who attends training in connection with the purchase of an existing Restaurant.

You must also pay for the sanitation exam, uniforms, salaries, accommodations and travel expenses, if any, for you and your employees. If you attend the initial training program in a location other than one of our training facilities, then you may be charged certain additional costs such as your portion of the costs for the meeting room. You must also pay for later training programs that we may conduct. (See Item 7). Attendees at our training facilities are required to execute a Participant Agreement (Exhibit H).

If you are purchasing an existing Baskin-Robbins Express, you will pay $1,000 and $1,000 for each additional person.

** Substantial Franchisee Training:

Certain exceptions to the Franchisee candidate requirement may be made based on the type of organization (e.g. a large publicly-traded corporation) that will own the franchises, however, if one or more of the owners is the individual with operational responsibilities then one of the owners with operational responsibilities must complete the standard training requirements. We reserve the right to modify or eliminate this substantial franchisee training program.

Online Training: Our online training program, referred to as “The U” is the required training program for franchisees, their management and their franchise team members.

You will be required to have a broadband high-speed Internet connection and a PC (personal computer) or capable of accessing the Internet and using our online program. For any Baskin-Robbins training programs, you will need to bring a laptop computer(s) with you so that you and your manager can individually access and complete the online portion of the training. This (these) laptop(s) must have high-speed Internet access capabilities.

You will be required to sign our Intranet Terms of Use (which we may periodically update) and pay an annual online access fee. The current annual online access fee is $300 per Restaurant. The online access fee is non-refundable.

Other Training: You must ensure that all your employees are trained in our Restaurant standards and required procedures.

We believe training is important to the success of our System and from time to time provide formal and informal training sessions to franchisees. You must attend and require your employees to attend further training as we may require. This training may require travel to our training facility.

The field-based field learning team supports on-going operations in your area. This team is led by one Director of Field Learning & Operating Systems and four trainers.

Operations Manuals: We are in the process of transitioning from paper copies of the Restaurant operations management manual(s) to electronic copies. We will provide you access to and training for our “Ops Source” online database where you can use and download electronic copies of brand manuals for each System that you are franchised to operate. Each operations manual contains mandatory standards, operating procedures, and rules that we prescribe for that System to properly present and characterize our Brand, as well as suggested practices where noted. The operations manuals are confidential, copyrighted, and are not to be reproduced or distributed to any unauthorized person. We can change the terms of, and add to, the operations manuals whenever we believe it is appropriate, without notice. A copy of the table of contents of each operations manual is attached as Appendix IV.

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Item 12: Territory Under the FA, you will be granted the right to operate one Restaurant at a specific location that is specified in the FA or its exhibits, and only at that location. You will not be granted any additional rights, any minimum territory, or other protected rights. You will not have any right to distribute products other than through your Restaurant, including alternative channels of distribution. We use alternative channels of distribution for our products and trademarks and we may expand our sale of products on a local, regional, national or international basis. We have the right to distribute (or license others to distribute) products identified by our trademarks (or by any other name or trademark) anywhere and in any form (for example, in packages or otherwise), regardless of the proximity to your location, through any distribution methods or channels. These other sources of distribution could compete with you. Among the rights that we reserve are the right to distribute goods and services through the Internet and other electronic communications, telephone, mail or similar methods, regardless of the destination of the products or services. We retain the right to use our trademarks on the Internet and in all digital media, including websites, domain names, directory addresses, metatags, as graphic images on web pages, links, advertising, co-branding, social media, social networks, mobile apps, and other arrangements (as well as methods that have not yet been invented). You may not maintain a website relating to the Baskin-Robbins brand. If we do ever approve a website that you promote and develop relating to the Baskin-Robbins brand (which we are not required to do), then we will have the right to condition our approval on the terms that we determine are necessary (such as requiring that your domain name and home page belong to us and be licensed to you for your use during the term of your FA). The terms described in this paragraph apply regardless of whether or not you sign an SDA as well. If you ask to relocate your Restaurant, you must seek our approval in writing and provide us all of the information that we need to evaluate your proposal. Any such request will be subject to our prior written approval of the proposed new site and our determination that you have met our then-current criteria for relocation. Our approval process for a proposed relocation is substantially the same process as it is for considering a proposed new location. Among other requirements, in order to be approved for a relocation, you must be current with all your obligations to us and our affiliates, and you may be required to sign our then-current form of FA (which may be materially different than your original form of FA), and pay all required fees, including an IFF for the term of the FA. Unless you have signed an SDA with us, you do not have a right to develop and open additional Restaurants. You also will not have any options or similar rights to acquire additional Restaurants.

Store Development Agreement (SDA) An SDA is an agreement that sets out one or more geographic areas identified specifically for the development of new Restaurants. If we grant you an SDA, we will limit the number of franchisees who can compete with you within your Store Development Area (during the term of the SDA) in your effort to find qualified sites for development of new Restaurants. This does not mean that you have any exclusive right to any potential customer base for your Restaurant(s). Your rights under an SDA will be limited to the right to find sites to develop new Restaurants. You will not have other rights (for example, you will not have the right to distribute goods or services under our marks or otherwise). If you sign an SDA, then during the term of that agreement and under certain conditions, you will have the first opportunity for SDOs inside your Store Development Area. This first opportunity is conditioned upon your compliance with all material provisions of all of your agreements with us and our wholly owned affiliates, your continued satisfaction of our expansion criteria, and the permission of the party that controls the SDO.

Our rights are intended to maximize potential distribution of Baskin-Robbins products within the Store Development Area. Typically, Store Development Areas are relatively limited in size and scope. The Store Development Area’s size and development requirements may reflect other factors, including the SDA's term, the number of Restaurants to be developed, length of time to develop Restaurants in the area, retail shopping facilities, major employment centers, transportation centers (train stations, bus terminals, etc.), key traffic intersections, interstate highway ramps, and population.

As part of your review of a particular trade area or territory, we may (but are not required to) provide you with certain information such as (a) maps indicating existing Restaurants and/or competitor locations, and may highlight

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potential areas of interest to us, and (b) demographic reports (including population and median household income) generated by third parties. It is important you validate the information we provide to you. We do not draw any inferences regarding Restaurant performance from the map or demographic information we share with you, and you may not draw any inferences from them either. We also do not represent or guarantee that the existence of a certain level of demographics, maps or trade area characteristics will translate to a certain level of financial performance, and you may not draw any such inferences based upon any of the information we provide to you. The information is not provided for that purpose.

If you sign an SDA, you will be responsible for developing at least the minimum number of Restaurants set forth in the SDA. We determine the size of the Store Development Area, the number of Restaurants, the duration of the SDA and the development schedule across the SDA. Each proposed location must be submitted to us for our review, must meet our design standards, and may be developed only if we provide our prior written approval. If you do not continue to meet our then-current guidelines for multi-Restaurant development and ownership, then our approval of your development or opening of scheduled Restaurants may be withheld. You will be granted limited territorial protected rights during the term of the SDA.

If we approve your addition of a Dunkin’ Restaurant to your Restaurant, you will pay to our affiliate, Dunkin’, their then-current IFF (See Item 5 of the Dunkin’ FDD) and you will need to execute a Combo FA.

Except as described in Item 1, we do not operate or franchise, or currently plan to operate or franchise, any business under a different trademark that sells or will sell goods or services similar to those that our franchisees sell. However, our affiliates, including the Affiliated Programs described in Item 1 and other portfolio companies that currently are or in the future may be owned by private equity funds managed by Roark Capital Management, LLC, may operate and/or franchise businesses that sell similar goods or services to those that our franchisees sell. Item 1 describes our current Affiliated Programs that offer franchises, their principal business addresses, the goods and services they sell, whether their businesses are franchised and/or company-owned, and their trademarks. All of these other brands (with limited exceptions) maintain offices and training facilities that are physically separate from the offices and training facilities of our franchise network. Most of the Affiliated Programs are not direct competitors of our franchise network given the products or services they sell, although some are, as described in Item 1. All of the businesses that our affiliates and their franchisees operate may solicit and accept orders from guests near your business. Because they are separate companies, we do not expect any conflicts between our franchisees and our affiliates’ franchisees regarding territory, guests and support, and we have no obligation to resolve any perceived conflicts that might arise.

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Item 13: Trademarks Under the FA, you will be granted the right to operate a Restaurant under the Baskin-Robbins trademark. The term “Trademark” includes trade names, trademarks, service marks, emblems, designs, merchandising devices and logos used to identify your Restaurant. We may also authorize (or require) that you use other current or future Trademarks to operate your Restaurant.

You must follow our rules when you use our Trademarks. You cannot use any of our company names or Trademarks as part of an entity name (for example, for a corporation, limited liability company (LLC), or partnership), e-mail address, electronic identifier, or Internet domain name, nor on any human resource documents or materials. You cannot use any of our company names or Trademarks with modifying words, designs or symbols, except for those we license to you. Among other things, your business entity’s name may not include any of our company names or Trademarks or any variation of them (for example, “Baskin-Robbins”, “Baskin”, “BR”, “31 Flavors”) and you may not use your name in connection with our Trademarks in advertising your Restaurant (for example “John Smith’s Baskin-Robbins”). You may not sell (and may not use any of our company names or Trademarks in connection with) any unauthorized product or service or in a manner we do not authorized in writing.

You will have the right under the FA to use the Trademarks only to operate your Restaurant and not for any other purpose or in any manner that we have not authorized in writing. You may use our Trademarks on vehicles only with our prior written consent and subject to our requirements for that kind of usage.

Our Trademarks are owned by our affiliate, BR IP Holder LLC (as described in Item 1). There is no agreement that limits our right to use or license the use of the Baskin-Robbins trademarks related to the franchise. (When we state that we “own” the Trademarks, we mean that we own them indirectly, through BR IP Holder LLC.)

The marks listed below are registered on the Principal Register in the United States Patent and Trademark Office (USPTO), and all affidavits required to preserve and renew these Trademarks have been (or will be) timely filed. This list does not include every Trademark we own or may license to you under the FA.

Mark U.S. Registration Number Date of First Registration of this Mark BASKIN-ROBBINS 1,185,045

January 5, 1982

BASKIN B 31 R ROBBINS (Horizontal logo in Color)

3,346,956

December 4, 2007

B 31 R (Icon in Color) 3,346,955

December 4, 2007

B 31 R BASKIN ROBBINS (Stacked in Color)

3,346,957

December 4, 2007

B 31 R BASKIN ROBBINS (Side Stacked in Color)

3,346,954

December 4, 2007

B 31 R Express & Circle Cone Design (color)

3,779,293

April 20, 2010

There are no effective material determinations of the USPTO, Trademark Trial and Appeal Board, or any state trademark administrator or any court that would impede your right to use the Trademarks under the terms of the FA. There are no pending infringement, opposition, or cancellation proceedings involving the Trademarks and no pending material litigation involving the principal Trademarks other than as may be stated in this Disclosure Document.

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We do not know of any superior prior rights or any infringing use that could materially affect your use of our Trademarks other than as may be stated in this Disclosure Document. We are not restricted in the way we use these marks, and we therefore essentially have all the rights of the owner to license or franchise others to use these marks.

You must notify us immediately if you learn about an infringement of or challenge to your use of any of our Trademarks. We will take the action we think appropriate. We will indemnify you against claims arising from your approved use of the Trademarks. We have the right to control all administrative proceedings or litigation involving our Trademarks. If we undertake the defense or prosecution of any such proceeding or litigation, you will have to execute any and all documents and do such acts and things as may be necessary, in the opinion of our counsel, to carry out such defense or prosecution.

You must modify or discontinue the use of a Trademark if we modify or discontinue that mark. If this happens, we are not required to reimburse you for your tangible costs of compliance (for example, changing signs). You must not directly or indirectly contest our right to our Trademarks, trade secrets or business techniques that are part of our business.

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Item 14: Patents, Copyrights, and Proprietary Information Copyrights

We own common law copyrights in the brand manuals (Brand manual), magazines, posters, toys, pamphlets, brochures, television advertisements, and all other printed and pictorial materials that we produce (whether or not those are registered with the U.S. Copyright Office), and we will make these available to you for your use under the terms of the FA. These materials are our proprietary property and must be returned to us upon expiration or termination of the FA.

There are no currently effective determinations of the U.S. Patent and Trademark Office, the U.S. Copyright Office, or any court concerning any significant copyright that we hold. There are no currently effective agreements pursuant to which we derive our rights in such copyrights, which could limit your use thereof. The FA does not obligate us to protect any of the rights that you have to use any copyright, nor does the FA impose any other obligation upon us concerning copyrights. We are not aware of any infringements that could materially affect your use of any copyright in any state.

Confidential Manuals

In order to protect our reputation and goodwill and to maintain high standards of operation under our Trademarks, you must conduct your business in accordance with our Brand manual. We will lend you one set of our Brand manuals, which we have the right to provide in any format we choose (including paper, digitally, or online), for the term of the FA.

You must at all times accord confidential treatment to the Brand manual, any other manuals we create (or that we approve) for use with the Franchised Business, and the information contained in the Brand manual. You must use all reasonable efforts to maintain this information as secret and confidential. You may never copy, duplicate, record, or otherwise reproduce the Brand manual and the related materials, in whole or in part (except for the parts of the Brand manual that are meant for you to copy, which we will clearly mark as such), nor may you otherwise let any unauthorized person have access to these materials. The Brand manual will always be our sole property. You must always maintain the security of the Brand manual.

We may periodically revise the contents of the Brand manual, and you must consult the most current version and comply with each new or changed standard. If there is ever a dispute as to the contents of the Brand manual, the version of the Brand manual that we maintain will be controlling.

Confidential Information

Except for the purpose of operating the Restaurant under the FA, you may never (during FA's term or later) communicate, disclose, or use for any person's benefit any of the confidential information, knowledge, or know-how concerning the operation of your franchised Baskin-Robbins Restaurant that may be communicated to you or that you may learn by virtue of your operation of a Restaurant. You may divulge confidential information only to those of your employees who must have access to it in order to operate the Restaurant. Any and all information, knowledge, know-how, and techniques that we designate as confidential will be deemed confidential for purposes of the FA. However, this will not include information that you can show came to your attention before we disclosed it to you; or that at any time became a part of the public domain, through publication or communication by others having the right to do so.

Whenever we state that we “own” this intellectual property, we mean that we own them indirectly, through our affiliate, BR IP Holder LLC (see Item 1).

Patents

We do not own any patents that are material to the franchise being offered.

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Item 15: Obligation to Participate in the Actual Operation of the Franchise Business

Development of your business If you have an SDA, in addition to managing individual Restaurant(s) operations and sales, you must ensure that locations are selected, approved and developed in accordance with your SDA development schedule. You will be then required to manage all facets of a multi-unit retail business, with some operating 24 hours a day, 7 days a week, including production, transportation and distribution, with attendant cost controls and record keeping requirements.

You must devote continuous best efforts to the development, management and operation of your business. This means devoting sufficient time and resources to ensure full and complete compliance with your obligations to us, to your guests and to others. The business is a challenging one. It requires and responds to personal attention. It is most important that you personally be involved in all facets of the business. You must be able to organize the business so that our standards of service, quality, and cleanliness are maintained, and you must set standards for your employees to follow. The business requires a firm, personal commitment and, at least initially, may require many long hours. In addition to production skills, you must also understand and be able to perform all of the sales, operations, management and maintenance functions required to ensure successful operation of the business. You must have effective, vigilant cash management procedures to avoid employee theft.

You can minimize these demands on you personally by attracting, motivating and retaining capable development, supervisory, production, transportation and sales personnel. We may provide you with certain suggested basic procedures and guidelines to use in recruiting, training and motivating your personnel. However, recruiting, training and motivating employees are your responsibility.

Operation of your Restaurant(s) As a new franchisee of an individual Restaurant, you may expect to perform a substantial amount of manual labor, especially during the first year of operation. Depending on the sales volume of the Restaurant, you should expect to work a full shift in the Restaurant every day. If sales and profits are high, you may not need to do that, but you should not enter into the business unless you are willing and able to meet this requirement. Your personal ‘on-premises’ supervision is not required. Your on-premises manager must be trained in accordance with our training requirements (See Item 11). We recommend your on-premises manager have an ownership interest in your corporation, limited liability company (LLC) or partnership but it is not a requirement. Your on-premises manager cannot have an interest or business relationship with any of our competitors. You must keep confidential our Restaurant development and operations methods and all other information we deem to be confidential. You may share this information with your employees only to the extent necessary for them to conduct their job requirements and provided that they are under an obligation to maintain the information in confidence.

Personal Guarantees, Ownership Requirements

If you choose to use a business entity (partnership, corporation or LLC) to operate the business at any Restaurant, you, and your officers, directors, shareholders, members, managers and partners (as applicable) must personally guarantee such entity's performance of all of the franchisee's obligations under the FA and lease (if applicable). This personal guarantee applies to all money and other obligations, such as non-competition provisions of the FA. A personal guarantee is also required for any financing you obtain from or through us.

If you have an SDA, you are permitted to form subsidiary corporations, LLCs or partnerships for each Restaurant you open. You (together with your majority shareholder or partner) must retain at least a 51% interest in each subsidiary and all developers who sign the SDA must have an interest in each subsidiary. All changes to ownership structure are subject to approval by us and subject to re-qualification, as necessary. All new minority shareholders of the subsidiaries must be approved by us and must sign a personal guarantee.

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Item 16: Restrictions on What the Franchisee May Sell We require you to confine your business to the operation of a Restaurant. You may not conduct any other business or activity at the Restaurant without our prior written approval.

You may only offer or sell products that we have approved and you must offer for sale the full menu that we require. We may periodically add, delete or change the list of products that you are required to offer at your Restaurant. There are no limits on our right to do so. If you have a Baskin-Robbins Express or SDO Restaurant, the menu that we require may be different from the full menu required in our traditional Restaurants.

In offering products for sale, you may only use ingredients, products, materials, supplies, paper goods, uniforms, fixtures, furnishings, signs, and equipment that we have approved and you must follow our required methods of product preparation and delivery.

Your franchise is limited to one location and all sales must be made from that location. You are not permitted to sell or distribute goods or services through the use of the Internet or other electronic communications without our prior written authorization. We have the right to require which third party services are permitted relating to your Restaurant, under what conditions, and for how long, and to establish standards for your use of delivery or catering services and, we have the right to change those standards periodically as we see fit. You may incur costs associated with third party delivery services including hardware, software, delivery fees, service fees and other expenses.

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Item 17: Renewal, Termination, Transfer and Dispute Resolution

The Franchise Relationship

Table 17A: Franchise and Related Agreements

These tables list certain important provisions of the franchise and related agreements. You should read these provisions in the agreements attached to this Disclosure Document. Please also review the notes that follow these tables.

Name of Document Abbreviation Franchise Agreement FA Combo Franchise Agreement Combo FA Rider to Contract for Sale Rider to Contract Contract for Sale Contract for Sale Agreement to Transfer by the Sale of Assets Transfer Agr. Agreement to Transfer by the Sale of Stock Stock Transfer Agr. Temporary Operating Agreement TOA Sublease Sublease Restaurant Transfer Sales Increase Incentive Transfer Incentive Add. BR Development Incentive: Addendum to SDA & FA or Addendum to FA (as applicable)

BR Dev. Incentive

BR Relocation Incentive Offer to Select BR Restaurants BR Relo Offer BR Military Veterans Development Incentive Veterans Incentive BR Military Veterans Existing BR Ownership Incentive Veterans Incentive

Existing BR Capital Contribution Development Incentive CCD BR Incentive For New Combo Openings Combo Incentive Incentive for an Addition of a BR to an Existing Dunkin’ Restaurant BR to Combo Incentive Option to Assume Lease (3 Party & 4 Party) Opt. to Assume Lease Option Agreement Lease Option Termination Agreement Termination Agr. Intranet Terms of Use Agreement Intranet Terms Electronic Payment Program Participation Agreement EPPA

Provision Section in franchise or other agreements

Summary

a. Length of the franchise term

FA: Contract Data B, §1 Combo FA: Contract Data B, §1 Rider to Contract: 2.3.C.

Typically 20 years (except SDO, which is typically 5 or 10 years). If you buy an existing Restaurant, you will obtain the remaining term of your seller’s franchise. (See Note 1)

b. Renewal or extension of the term

FA: §2.4(b) Combo FA: §2.4(b) Transfer Agr.: §5.4 BR Relo Offer: §B.1. BR to Combo Incentive: §1b

FA & Combo FA: Conditional Renewal. (See Note 2)

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Provision Section in franchise or other agreements

Summary

c. Requirements for Franchisee to renew or extend

FA: §2.4(b) Combo FA: §2.4(b) BR Remodel Offer: §B.- §I. BR Relo Offer: §B.1., §F

FA & Combo FA: Conditional Renewal for additional term of 20 years if, and only if, all requirements are met. You must: give written notice of election to renew, be in compliance with standards and other obligations, execute then-current Franchise Agreement, have the site and terms of lease approved by us, pay a then-current renewal fee, execute a termination of franchise agreement and mutual general release, and remodel Restaurant according to specifications. If you lease the premises from us, we have no obligation to extend any prime lease for the Renewal Term. (See Note 2.) BR Relo Offer: You must relocate and reopen your Restaurant by a specified date. The Restaurant must be developed at an approved location using our then current requirements, at least one year early, comply with standards and other obligations, and execute the then-current Franchise Agreement. If you comply with the requirements of the Offer, you may be granted additional term at no cost. You may also be eligible to purchase additional term at current fees.

d. Termination by Franchisee

FA: Not applicable Sublease: §8.1

You do not have the right to unilaterally terminate the Franchise Agreement.

e. Termination by Franchisor without cause

FA: Not applicable Combo FA: Not applicable TOA Sublease: §13.7 Intranet Terms: §3 EPPA: §12

We may terminate the TOA at any time with or without cause.

f. Termination by Franchisor with cause

FA: §14 Combo FA: §14 Sublease: §9 Lease Option: §2 Opt. to Assume: §3 BR Relo Offer: §C, G EPPA: §12

FA & Combo FA: We can terminate the Franchise Agreement if you commit a default that cannot be cured or fail to timely cure a default that may be cured under your franchise agreement for the location, or any other franchise agreement you have with us, or any of our affiliates or subsidiaries, for this or any other location by reason of a default under sections 14.0.3, 14.0.4 or 14.0.5. BR Relo Offer: If you do not complete the relocation of the Restaurant and re-open by a specified date, we may void the Offer. Lease Option & Opt. to Assume: If Franchise Agreement is terminated for any reason; Franchisor may assume your lease.

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Provision Section in franchise or other agreements

Summary

g. "Cause" defined – curable defaults

FA: §14.0.1, §14.1 - §14.1.4, §14.3, §14.4.1 - §14.4.2, §14.4.5 Combo FA: §14.0.1, §14.1 - §14.1.4, §14.3, §14.4.1 - §14.4.2, §14.4.5 Sublease: §9.1 - §9.3

Except where your state’s law may provide otherwise, the following cure periods apply: hazardous situations must be cured “on demand”; violations of any law, regulation, order or our standard relating to health, sanitation or safety must be cured within 24 hours after notice; your failure to keep the Restaurant open for business must be cured within 24 hours after notice; your failure to maintain insurance or to pay when due any monies owing to us must be cured within 7 days after notice; all defaults not listed above or in section h. below must be cured within 30 days after notice. (See Note 3.)

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h. "Cause" defined – non-curabledefaults

FA: §14.0.2 - §14.0.6, §14.2, §14.3Combo FA: §14.0.2 - §14.0.6,§14.2, §14.3Sublease: §9.1BR Dev. Incentive: §1a, 1b,2.b., §3.c.Combo Incentive: §1a, 1bVeterans Incentive: §1. - §2.BR to Combo Incentive: §1aCCD: § 4d

FA & Combo FA: The following defaults cannot be cured by you: (i) insolvency, assignment for the benefit of creditors, or bankruptcy or insolvency proceeding are filed by or for you; or (ii) if you are convicted of or plead guilty or “nolo contendere” to a felony, a crime involving moral turpitude, or any other crime or offense that we believe is injurious to the System or if you have committed a fraud upon us or a third party relating to the business; or (iii) if you permit the use of the Restaurant premises for any illegal or unauthorized purpose, including substitution of unapproved products; or (iv) if any other franchise agreement between you (or your affiliates) and BR (or any of our affiliates) is terminated because of your default (or that of your affiliate); or (v) if you abandon the Restaurant; or (vi) if you intentionally under-report Gross Sales, falsify financial data or otherwise commit an act of fraud with respect to your acquisition or operation of the franchise or your rights or obligations under the Franchise Agreement; or (vii) if your sublease for the Restaurant is terminated because of your default; or (viii) after you receive 3 notices-to-cure for the same or a substantially similar default in any immediately preceding 12 month period, any later recurrence of such a default can not be cured, even if you cured the earlier defaults. See Note 3. BR Dev. Incentive: If you do not open the Restaurant by the date agreed upon in your SDA or Conditional Site Approval Letter, as applicable, you will pay the difference between the Reduced IFF installment amount previously paid and the full amount and you will not receive a reduction in the CFF.Veterans Incentive: If you do not open the Restaurant(s) by the Required Opening Date(s) in your SDA, you will not receive a reduction in the CFF. If you do not open the first Restaurant by the Required Opening Date you will not receive a waiver of the IFF for the first Restaurant that you open.

CCD: In the event a Restaurant does not open to serve the general public by the Required Opening Date, we may in our discretion deem the incentives in sections 2, 3, and 4 null and void for the missed Required Opening Date, and all future commitments developed under the SDA. We may also require you to reimburse us for the total amount of the capital contribution paid by us to the equipment vendor on your behalf within thirty (30) days of our demand for the missed Required Opening Date.

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Provision Section in franchise or other agreements

Summary

i. Franchisee’s obligations on termination/ non-renewal

FA: §10.2 - §10.4, §14.4.4, §14.6 - §14.8, §16.0Combo FA: §10.2 - §10.4,§14.4.4, §14.6 - §14.8,§16.0Sublease: §5.12, §9.5Lease OptionOpt. to Assume §4TOA:Termination Agr: §2EPPA: §12

Upon expiration or termination, you must (i) pay all monies owed, including any fees and interest, within ten days, (ii) cease to operate the Restaurant, (iii) cease holding yourself out as our franchisee and using any Proprietary Marks, trade secrets, confidential information, and manuals, (iv) return all operating manuals and othermaterials in your possession, (v) disconnect orterminate any telephone listings and/or fictitiousname registration containing any part of theProprietary Marks, (vi) sell to us (if we elect) anyor all equipment, signs, trade fixtures, andfurnishings used in the Restaurant, at the then-current fair market value less any indebtedness onthe equipment, and indebtedness to us, or if wedon’t elect, remove all Proprietary Marks or otherdistinguishing indicia, (vii) assign to us (if weelect) any interest which you have in the subleaseor any other agreement related to the Restaurant, orif we don’t elect, make such changes to thepremises as we reasonably require to distinguish itfrom other of our Restaurants, (viii) comply withthe restrictions set forth in section 10.2 of theFranchise Agreement for 2 years thereafter and(ix) maintain all state and federal tax returns for 5years thereafter.

j. Assignment of contract by Franchisor

FA: §13.0 Combo FA: §13.0 Sublease §6.1 Lease Option: §4C

FA & Combo FA: We may assign the Franchise Agreement to any entity that agrees to assume our obligations. If your Franchise Agreement is signed by more than one franchisor, you may be asked to replace the contract with the same contract, signed only by one of the affiliated companies.

k. "Transfer" by Franchisee -defined

FA: §13.1 Combo FA: §13.1 Transfer Incentive Add.: §4 Contract for Sale: §7 Veterans Incentive Existing CCD:§1a

A “transfer” by you is any sale, assignment, transfer, conveyance, gift, pledge, mortgage or other encumbrance of any interest in either the Franchise Agreement, the franchise itself, or any proprietorship, partnership, limited liability company (“LLC”) or corporation which owns any interest in the franchise, to any person, persons, partnership, association, LLC or corporation, whether by contract, operation of law or otherwise. Transfer Incentive Add: non-transferable if restaurant is sold prior to receiving the credit. CCD: If at any time you assign, transfer or sell any of your right, title and interest in the FA for the Restaurant, then the balance of the IFF, if any, shall be due and payable in full upon such assignment, sale and/or transfer.

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Provision Section in franchise or other agreements

Summary

l. Franchisor approval of transfer by Franchisee

FA: §13.1 Combo FA: §13.1 Rider to Contract Transfer Agr. Stock Transfer Agr. Sublease : §6.2 - §6.3 Contract for Sale: §7

You are not permitted to transfer any interest in the Franchise Agreement or in the proprietorship, partnership, corporation or LLC, which owns any interest in the franchise, without our prior written consent. We will not unreasonably withhold such consent if your transfer meets all of our conditions.

m. Conditions for Franchisor approval of transfer

FA: §13.1 - §13.4 Combo FA: §13.1 - §13.4 Rider to Contract Transfer Agr. Stock Transfer Agr. BR Dev. Incentive: §2.b. Veterans Incentive: §3.b. Veterans Incentive Existing

Your transfer must meet the following conditions: (i) the sales price may not be excessive, (ii) the transferee, including each partner, shareholder or member, must meet our qualifications, (iii) you must satisfy all accrued and accelerated money obligations to us and our affiliates and any third-party obligations we have guaranteed, (iv) the physical condition of the Restaurant must be brought into compliance with our standards, (v) no one may assert a security interest in the franchise, (vi) the transferee must meet all of our qualifications and, at our option, sign either an assignment of seller’s franchise agreement or our then-current franchise agreement and other forms, including an agreement that payments to us have priority over payments to you (as seller), and (vii) you must execute a general release of all claims against us at the closing. We may have additional reasonable requirements at the time you decide to sell your business. See Note 4. BR Dev. Incentive & Veterans Incentive: If you assign, transfer or sell any of your interest in the FA, the balance of the IFF is due and payable in full.

n. Franchisor’s right of first refusal to acquire Franchisee’s business

FA: §13.2, §13.4 Combo FA: §13.2, §13.4 Rider to Contract: §2.1

If you wish to sell any interest in the franchise, you must give us 60-days’ notice to elect to purchase such interest on the same terms and conditions. If the terms later change, we must receive notice of the changes and will have a new 60-day option to make the election on the new terms.

o. Franchisor’s option to purchase Franchisee’s business

FA: §14.7.5 Combo FA: §14.7.5

If your Franchise Agreement is terminated due to your default, you must sell to us (if we elect) any or all equipment, signs, trade fixtures, and furnishings used in the Restaurant, at the then-current fair market value less any indebtedness on the equipment, and indebtedness to us. Also see p. below.

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Provision Section in franchise or other agreements

Summary

p. Death or disability of Franchisee

FA: §13.2.1,§13.3 Combo FA: §13.2.1,§13.3

If any one of you should die or be disabled, the legal representative of the affected party, together with all other partners, members or shareholders, if any, have 12 months to apply to transfer the franchise or the interest of the affected party. If the legal representative and other partners, members or shareholders do not present an acceptable transferee to us within 12 months, or if a transfer fails to occur within 12 months after the date of death or disability, your franchise rights will terminate. We will then have the right to purchase all furniture, fixtures, signs, equipment and other chattels at an agreed or appraised price.

q. Non-competition covenants during the term of the franchise

FA: §10.1 Combo FA: §10.1

You may not have any interest in any other business which sells or offers to sell substantially similar products of the type we require you to offer at the Restaurant nor contest our right or the right of any other franchisee to obtain governmental approval required for the development of another location as a Restaurant franchised by us.

r. Non-competition covenants after the franchise is terminated or expires

FA: §10.2 - §10.4 Combo FA: §10.2 - §10.4

The restrictions described in q. above remain effective for 2 years after the Franchise Agreement expires or is terminated, regardless of the cause, except that they do not apply to another business located more than 5 miles from any of our other Restaurants. If you think that a 5 mile radius is unreasonable, you can arbitrate, but you must not engage in competitive activities while we resolve the dispute.

s. Modification of the agreement

FA: §2.2, §5.4, §11.0, §11.1, §12.0, 16.6 Combo FA: §2.2, §5.4, §8.3, §11.0, §11.1, §12.0, §16.6 Intranet Terms

Generally, there are no modifications unless in writing, signed by both parties. Our operating manuals, policies, standards and requirements are subject to change. We may ask you to separate the 1 Combo contract into more than 1 single brand contracts, with the same terms.

t. Integration/ merger clause

FA: §16.6 Combo FA: §16.6

Only the terms of the Agreements listed here are binding (subject to state law). Nothing in these agreements, however, is intended to disclaim the representations we made in this franchise disclosure document that we furnished to you.

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Provision Section in franchise or other agreements

Summary

u. Dispute resolution by arbitration or mediation

FA: §15 Combo FA: §15

Either of us may choose to submit a dispute to a court or to arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules or another nationally established arbitration association acceptable to you and us and under the Federal Rules of Evidence. We both agree to waive our rights to trial-by-jury and to punitive, multiple, exemplary and/or consequential damages, except that we can obtain multiple damages against you for willful trademark infringement. We both agree that no party may recover damages for economic loss attributable to negligent acts or omissions, except for gross negligence or an intentional wrong. No party may participate in any class action litigation, except you may participate in certain class action arbitration regarding the Fund.

v. Choice of forum FA: §15.1 Combo FA: §15.1

Arbitration proceedings are administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, and will be conducted in the state in which the Restaurant is located

w. Choice of law FA: §16.6 Combo FA: §16.6 Contract for Sale: §7 Transfer Agr.: §5.2 Stock Transfer Agr.: §5.2 Intranet Terms: §7

The Franchise Agreement is governed by the laws of Massachusetts and the Federal Arbitration Act. State laws may apply nevertheless. See Schedules to Contracts Required by Various States (Appendix III).

• The provision of the Franchise Agreement that provides for termination upon your bankruptcy may not be enforceable under federal bankruptcy law (11 U.S.C. Section 101 et seq.).

• See the state addenda (Appendix III) to the FA and disclosure document for special state disclosures.

Notes To Table 17-A

Note 1: The franchise expires on the termination of the location’s Sublease, foreclosure of your mortgage, or your loss of the right to possess the location. The Sublease provides for a termination of the Sublease on termination of the FA.

Note 2: The laws in some states require a franchisor to renew a franchise agreement, unless it has good cause not to renew. If you and your FA qualify for renewal under these laws, we will offer renewal to you as required by law.

Note 3: Cure periods may be extended or provided if required by law.

Note 4: The transfer fee may be reduced if the transfer is less than 50% of the controlling interest, or is to your spouse or children.

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Table 17 B: Store Development Agreement (SDA)

This Table lists certain important provisions of the SDA. You should read these provisions in the agreement attached to this Disclosure Document.

Store Development Agreement SDA

Conditional Option(s) to Extend, Addendum to SDA Add SDA

Provision Section in SDA Summary a. Length of the term

SDA: Exhibit B. To be determined according to the number of Restaurants to be

opened. b. Renewal or

extension of the term

SDA: §4. Add SDA: §1 - §4

SDA: You must advise us 6 months prior to expiration. Such decision is at our discretion. Add SDA: We may offer you one or more option(s) to extend the term of the SDA. You will be required to open one or more additional Restaurants.

c. Requirements for you to renew or extend

SDA: §4 Add SDA: §1 - §4

SDA: If you are in good standing, have fully performed under the SDA, and we determine that more Restaurants can be developed in your store development area, we may offer you a new SDA. You must promptly sign a new agreement (which may have different terms), pay fees which may be higher or different, and meet then current criteria to expand. Such decision is at our discretion. Add SDA: We may offer you one or more option(s) to extend the term of the SDA. You will be required to open one or more additional Restaurants.

d. Termination by you

Not applicable

e. Termination by Licensor without cause

Not applicable

f. Termination by Licensor with "cause"

SDA: §8

See g. and h. of this Table.

g. "Cause" defined- defaults which can be cured

SDA: §8 Failure to pay money when due: 7-day cure period. Any other breach of agreement: 30-day cure period. Cure periods may be extended if required by law.

h. "Cause" defined- defaults which cannot be cured

SDA: §8 If you: violate the confidentiality provision, are convicted of or plead guilty or no contest to a felony or crime of moral turpitude, commit a fraud upon any of our affiliate(s) or us, or if we terminate any of your Franchise Agreements in the DMA in which this SDA is located.

i. Your obligations on termination/ non-renewal

SDA: §8

Pay all money owed to us.

j. Assignment of contract by Licensor

SDA: §9.A

We may assign the SDA to any person(s), partnership or corporation which agrees in writing to assume our obligations under the SDA. Following such an assignment, we are relieved of future obligations.

k. "Transfer" by you defined

SDA: §9.B

You may transfer a direct or indirect interest in the SDA, but the SDA Area and associated rights and obligations are a package and are not themselves divisible in any way you must transfer all rights for the remaining Restaurants to be developed. Any transfer requires our approval.

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Provision Section in SDA Summary l. Licensor's

approval of transfer by you

SDA: §9.B

We have the right to approve all transfers, but will not unreasonably withhold approval.

m. Conditions for Licensor's approval of transfer

SDA: §9.C

You must sign a release and pay a Transfer Fee.

n. Licensor's right of first refusal to acquire your business

SDA: §9.D Applies to all offers to purchase the SDA, and any interest in the franchisee. You must send us a copy of your contract and we have 60 days to purchase the SDA or interest on the same terms. If we exercise this right, you will still have to pay a Transfer Fee.

o. Licensor's option to purchase your SDA

Other than the right of first refusal in SDA, none

p. Your death or disability

SDA: §9.B Your legal representative must, within nine (9) months of the event, apply in writing to transfer your interest in the SDA.

q. Non-competition covenants during the term of the SDA

See Franchise Agreement

r. Non-competition covenants after the SDA is terminated or expires

See Franchise Agreement

s. Modification of the agreement

SDA: §11.B

The SDA may only be modified in writing.

t. Integration /merger clause

SDA: §11.B Only the terms of the SDA and other documents referenced therein are binding (subject to state law). Nothing in the SDA, however, is intended to disclaim the representations we made in this franchise disclosure document that we furnished to you.

u. Dispute resolution by arbitration or mediation

SDA: §10 The arbitration award and the decision on any appeal will be conclusive and binding on the parties. Arbitration must be commenced within two years after discovery of facts giving rise to the claim. State laws may apply nevertheless. See section “w” below

v. Choice of forum SDA: §10.C Arbitration shall take place at the American Arbitration Association office in the state in which the Restaurant is located or in another state agreed to by the parties.

w. Choice of law SDA: §11.B

Provides that the agreement is interpreted under Massachusetts law. State laws may apply nevertheless. See Addenda to Contracts Required by Various States (Appendix III).

• The provision of the SDA that provides for termination upon your bankruptcy may not be enforceable under federal bankruptcy law (11 U.S.C. Section 101 et seq.)

• See the state addenda (Appendix III) to the SDA and disclosure document for special state disclosures.

Note: The SDA is only available in selected markets as determined by us from time to time.

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Item 18: Public Figures

We do not use any public figure in promoting the sale of our franchise.

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

Before you start to review the information in this Item 19, we want to call your attention to these important points:

1. Your Results May Differ: A new franchisee’s individual financial results may differ from the results stated in the financial performance representations in this Item 19.

2. Substantiation: We will make written substantiation for the financial performance representations in this Item 19 available to prospective franchisees upon reasonable request.

3. Not Applicable to SDOs or TFAs: If you are thinking of entering into an agreement to operate a SDO Restaurant (whether BR or Combo Restaurant) please note that the information in this Item 19 does not generally apply to SDO Restaurants and we do not make financial performance representations about SDO Restaurants. We do not offer Territorial Franchise Agreements (TFA).

4. Alaska/Hawaii: If you are thinking of entering into an agreement to operate a Restaurant or Combo Restaurant in Alaska or Hawaii, please note that the information in this Item 19 does not apply to Restaurants or Combo Restaurants in those states. We do not make financial performance representations about Restaurants or Combo Restaurants in Alaska or Hawaii.

5. Tables: There are five tables in this Item 19. You should read them together with all of the notes and explanatory information that follows in this Item 19.

Baskin-Robbins Restaurants

The following tables and notes provide financial performance representations that are historical, and that are based on information from existing Baskin-Robbins Restaurants (exclusive of Combo Restaurants, SDO Restaurants, Baskin-Robbins Express, and Restaurants operating under TFA) that have been open for business to the public for at least one year during a one year measuring period from November 1, 2019 to October 31, 2020.

Restaurants sold under TFAs may not follow the standard prototype for a Restaurant. Restaurants operating under a TFA include some, but not all Restaurants located in the states of Arkansas, Georgia, Kansas, Missouri, Mississippi, Nebraska, Oklahoma, and Tennessee.

For more information regarding the “Regions”, please refer to Appendix V at the end of this Disclosure Document. The Region descriptions are approximations and some Restaurant locations included in this data may not precisely follow the descriptions contained in Appendix V. (For example, some Restaurants near the boundary of another Region may be included in that other Region’s data.)

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* The percentage of Restaurants included in the data whose reported average sales are at or above the stated average, meaning that these Restaurants performed better than the stated average.

Table 1b: Continental U.S. Baskin-Robbins Single Brand Restaurants Average Restaurant Sales for the Period November 1, 2019 to October 31, 2020

Regions Total Number of Restaurants in Sample**

Average Sales

TIER 1 (1st 25%) Total Continental U.S. 219 $628,470

West - North 61 $685,403 West - South 60 $705,703

Mountain-West 60 $546,124 East 38 $545,153

TIER 2 (2nd 25%) Total Continental U. S. 219 $444,092

West - North 61 $473,282 West - South 60 $503,905

Mountain-West 60 $384,870 East 39 $397,527

TIER 3 (3rd 25%) Total Continental U.S. 220 $353,126

West - North 61 $376,954 West - South 60 $403,614

Mountain-West 61 $309,305 East 39 $308,280

TIER 4 (4th 25%) Total Continental U. S. 222 $252,631

West - North 62 $265,016 West - South 60 $298,878

Mountain-West 61 $216.270 East 39 $219,685

**Total Number of Restaurants in Sample includes locations that reported more than 40 weeks of reported sales within specified time period.

Table 1a: Continental U.S. Baskin-Robbins Single Brand Restaurants Average Restaurant Sales for the Period November 1, 2019 to October 31, 2020

Regions Total Number of Restaurants in Sample

Average Sales % Restaurants at or Above Average*

Total Continental U. S. 882 $419,003 43.65%

West - North 245 $449,408 42.04%

West - South 240 $478,025 42.50%

Mountain West 242 $363,305 40.50%

East 155 $366,516 43.87%

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Table 2: Continental U.S. Baskin-Robbins Single Brand Restaurants Average Cost of Goods Sold and Average Labor Cost

For the Period November 1, 2019 Through October 31, 2020

Regions Total Number of

Restaurants in Sample

Cost of Goods Sold Average

% Restaurants with Cost of

Goods Sold at or Below the Average

Shown *

Labor Cost Average

% Restaurants with Labor at or Below the

Average Shown*

East 143 30.1% 51.7% 26.6% 58.7%

Mountain-West 226 29.4% 52.7% 27.7% 54.4%

West-North 222 29.7% 50.0% 27.2% 55.9%

West-South 229 27.8% 50.7% 25.3% 60.7%

Total Continental U. S.

820 29.1% 53.0% 26.7% 57.3%

* The percentage of Restaurants included in the data who performed as well as or better than the averages shown (meaning these units have cost ratios that are as good as, or better than, the average shown).

Combo Restaurants

The following tables and notes provide financial performance representations that are historical, and that are based on information from existing Combo Restaurants that have been open for business to the public for at least one year during a one-year measuring period from October 26, 2019 to October 24, 2020.

For more information regarding the “Regions”, please refer to Appendix V-B at the end of this FDD. The Region descriptions are approximations. Some Combo Restaurant locations included in this data may not precisely follow the descriptions contained in Appendix V-B. (For example, some Combo Restaurants near the boundary of another Region may be included in that other Region’s data.)

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* The percentage of Restaurants included in the data whose reported average sales are at or above the stated average, meaning that these Restaurants performed better than the stated average.

** N/A means that we have not included information for this site type in this region due to sample sizes of fewer than 10 Restaurants, but such Restaurants are included in the Total Continental U.S. row.

Table 4: Continental U.S. Combo Restaurants Average Restaurant Sales-Shopping Center/Storefront Site Type

For the Period October 26, 2019 To October 24, 2020

Drive-Thru Restaurants Non Drive-Thru Restaurants

Regions

Total Number of Restaurants in Sample

Average Sales

Average Sales - DD

Average Sales -

BR

% Restaurants at or Above Average*

Total Number of Restaurants in Sample

Average Sales

Average Sales -

DD

Average Sales -

BR

% Restaurants at or Above

Average *

Northeast 20 $1,467,571 $1,368,554 $99,016 50% 258 $904,375 $809,647 $94,728 44%

Midwest 65 $1,214,154 $1,086,378 $129,773 46% 44 $859,290 $752,068 $107,222 45%

South 111 $1,171,172 $1,028024 $144,449 47% 50 $838,175 $721,664 $116,511 42%

West** 13 $1,167,171 $924,565 $262,823 54% N/A N/A N/A NA N/A

Total Continental U. S.

209 $1,212,654 $1,072,324 $142,374 47% 354 $888,572 $788,463 $100,109 43%

* The percentage of Combo Restaurants included in the data whose reported average sales are at or above the stated average, meaning that these Restaurants performed better than the stated average.

**N/A means that we have not included information for this site type in this region due to sample sizes of fewer than 10 Restaurants, but such Restaurants are included in the Total Continental U. S. row.

Table 3: Continental U.S. Combo Restaurants Average Restaurant Sales - Free Standing Site Type For the Period October 26, 2019 To October 24, 2020

Drive-Thru Restaurants Non Drive-Thru Restaurants

Regions

Total # of

Restaurants

in Sample

Average Sales

Average Sales - DD

Average Sales - BR

% Restauran

ts at or Above

Average*

Total Number

of Restaura

nts in Sample

Average Sales

Average Sales - DD

Average Sales - BR

% Restaurants at or Above

Average*

Northeast 85 $1,632,245 $1,501,745 $130,500 46% 75 $1,103,270 $976,944 $126,326 51%

Midwest 191 $1,470,762 $1,277,403 $195,405 46% 20 $816,351 $685,093 $131,258 50%

South 238 $1,246,238 $1,110,343 $141,153 42% 17 $850,278 $721,811 $128,467 41%

West ** 12 $1,222,089 $994,281 $248,517 67% N/A N/A N/A N/A N/A

Total Continental

U. S. 526 $1,389,594 $1,231,838 $150,905 48% 113 $1,015,419 $886,619 $128,799 47%

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Table 5: Continental U.S. Combo Restaurants Average Cost of Goods

Sold & Average Labor Cost Stated as a Percentage of Total Sales

For the Period November 1, 2019 To October 31, 2020

Regions Total Number of Combo

Restaurants in Sample

Average Cost of

Goods Sold

% Combo Restaurants with Cost of Goods Sold at or Below the Average

Shown *

Average Labor Cost

% Combo Restaurants with

Labor at or Below the Average Shown *

Northeast 449 25.5% 53.0% 30.8% 59.2%

Midwest 320 27.3% 59.7% 27.4% 54.1%

South 426 28.7% 57.0% 28.0% 55.4%

West 19 28.9% 52.6% 30.2% 57.9%

Total Continental

U. S. 1,214 27.2% 51.3% 28.9% 57.1%

* The percentage of Combo Restaurants included in the data who performed as well as or better than the averages shown (meaning these units have cost ratios that are as good as, or better than, the average shown).

Notes Regarding Sales Data (Tables 1a, 1b, 3, 4)

(1.) Source of Sales Figures: The sales figures are compiled by using historical sales that are reported to us by franchisees. We have not audited or verified the reports.

(2.) Sales Data: We provide you sales data that includes average sales and the percentage of Restaurants reporting who have actually attained or surpassed the stated average. (See Item 20). This sales data does not include sales tax.

(3.) Effect of Concentration of Restaurants on Sales: Sales in regions with a higher concentration of Restaurants that have been in operation for a substantial period of time tend to have higher sales than regions with a lower concentration of Restaurants that have been in operation for a lesser time period. These higher concentration regions significantly increase the overall average due to both their higher sales and their larger numbers. Therefore, the sales performance of Restaurants outside of these higher concentration areas may not be commensurate with the overall average sales. (See Item 20 for the number of Restaurants per state).

(4.) Tenure: Many of the Restaurants included in this data have been open and operating for several years. These franchisees have achieved their level of sales after spending many years building customer goodwill at a particular location.

(5.) Sales Impacted by Operational Factors: Your sales will be affected by your own operational ability, which may include your experience with managing a business, your capital and financing (including working capital), continual training of you and your employees, customer service orientation, product quality, your business plan, and the use of experts (for example, an accountant) to assist in your business plan. Your sales may also be negatively affected if you do not adhere to our standards and system, including proper equipment layout, design and construction criteria, customer queuing and flow, and local Restaurant marketing.

(6.) Sales Impacted by Location and Restaurant: Your sales may be affected by Restaurant location and site criteria, including traffic count and which side of the street your Restaurant is located on (for example, whether your Restaurant is on the morning drive side or afternoon drive side of traffic), local household income, residential and/or daytime populations, ease of ingress and egress, seating, parking, the physical condition of your Restaurant, the size of your site, and the visibility of your exterior sign(s). Additionally, many of the Restaurants included in the sales figures are freestanding Restaurants or located at the end of a strip center, and if your Restaurant is not, your sales could be substantially lower than the figures in the chart.

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(7.) Layouts and Seating: Individual locations may have layouts and seating capacities that vary from the typical location.

(8.) Other Factors that May Impact Sales: Other factors that could have an effect upon your sales may include guest preferences, competition (national and local), inflation, local construction and its impact on traffic patterns, and reports on the health effects of consuming food similar to that served in the Restaurants, as well as the impact of federal, state and local government regulations.

(9.) Guest Preferences and New Products: Your sales may be affected by guest preferences for certain menu items over others, changes in the menu and regional differences in products or product demand, including whether there are products not available to you or your region but sold in other regions. Menus are continually being revised, both adding and discontinuing products and product line extensions. Not all Restaurants may have these new products. New products may not be successful for all Restaurants. Marketing activity associated with new products may be at higher than normal levels and, therefore, sales increases may not be maintained after this temporary marketing activity is completed.

(10.) Weather and Seasonality: Sales may be affected by fluctuations due to seasonality (particularly in colder climates), weather and periodic marketing and advertising programs. Inclement weather may cause temporary Restaurant closings in some areas.

(11.) Historical Sales: The above data reflects historical sales. There is no assurance that future sales will correspond to historical sales.

(12.) Numerous Factors Affecting Sales: There are numerous factors that may affect sales at your Restaurant. The factors listed above and below are not an all-inclusive list of those factors.

(13.) Certain Characteristics: The Restaurant with the highest sales for the applicable Region may have characteristics that are not available to you.

(14.) Cake Sales Effect on Sales in Combos: If you own a Combo Restaurant, you should be aware that many Baskin-Robbins franchisees actively pursue cake sales opportunities. If you do not, your sales may be negatively affected. Additionally, seasonality and weather may significantly affect sales of ice cream and related products.

(15.) Other Factors: Some individual Restaurants’ sales may include wholesale accounts and other distribution outlets, which may not be available to you. Not all of these opportunities have been successful for all participating franchisees. These opportunities may have been added, expanded, reduced or eliminated from individual reporting Restaurants at varying times during the reporting period. The contracts for such opportunities may have been terminated or expired without renewal in the reported or future periods. Additionally, some products that are sold in the Restaurants included in the statistics may not be available for sale in your state or region.

Notes Regarding COGS Data (Tables 2 & 5)

• “COGS” means the cost of goods sold including food, beverages and items served or associated with the food or beverage, such as cups, napkins, straws, bags, plastic utensils and wrapping paper.

(1.) Percentage of Gross Sales: COGS is stated as a percentage of gross sales excluding sales tax and discounts.

(2.) Source of Figures: The cost figures from franchised Restaurants are compiled from individual Restaurants by using cost data that are reported to us by franchisees for the monthly periods November 1, 2019 through October 31, 2020. We have not audited or verified the reports, nor have franchisees confirmed that the reports are prepared in accordance with generally accepted accounting principles or in accordance with our definition of COGS.

(3.) Operational Costs: Your costs will be affected by your own operational ability, which may include your experience with managing quick service restaurant operations, your experience building and managing an organization, continual training of you and your employees, your business plan, and using experts (e.g., an accountant) to assist in your business plan. Your costs may be negatively affected by not adhering to our standards and system.

(4.) Efficiencies: Many of the Restaurants included in this data have been open and operating for several years. Those franchisees may have lower cost percentages due to years of experience managing costs. For new franchisees, COGS percentages may initially exceed those of experienced operators.

(5.) No Assurance of Future Costs: There is no assurance that future costs will correspond to historical costs because of factors such as inflation, changes in menu and other variables.

82

(6.) Variables Affecting COGS: Factors affecting your COGS include, but are not limited to, the price of raw materials; your ability to manage and implement proper controls of waste, ruin, loss, theft and the portion sizes served to the public; regional differences; temporary shortages; seasonal and weather fluctuations; and fluctuations due to periodic marketing and advertising programs. Additionally, freight charges may be higher in some areas. If the cost of gasoline increases in the U.S., the cost of freight will rise as well.

(7.) Average Aggregate Cost: The COGS data reflects average Restaurant’s aggregate cost. Different food and beverage items have different cost percentages. Customer demand for products varies among Restaurants and regions and if your Restaurant sells a high percentage of high cost items, your food cost percentage will be higher than if you have a lower percentage of higher cost items. Your costs may be affected by changes in the menu and regional differences in products including whether there are products not available to you or your region but sold in other regions. Menus are continually being revised, both adding and discontinuing products and product line extensions. New products are not successful in all Restaurants where they are introduced.

(8.) Finished Product: Some franchisees purchase finished products manufactured at another location. The cost of this finished product will vary depending upon the number of Restaurants being serviced by the manufacturing location and other factors. These franchisees may pay more for food costs but may pay less for other items such as labor, equipment, distribution and rent.

(9.) Commodities: COGS may be particularly affected by the fluctuations in the price of coffee and certain other items and ingredients.

(10.) Economies of Scale: Restaurants with lower sales may have higher COGS cost percentages because of reduced efficiencies and economies of scale, and more waste.

(11.) Retail Sales Price: The retail sales price that you establish will also affect the COGS percentages.

(12.) Limited Geographic Area: If you are in a geographic area with fewer Restaurants, you may have higher COGS as a percentage of sales due to less distribution efficiencies.

Notes Regarding Labor Data (Tables 2 & 5)

• “Labor” means crew, management, training, payroll tax and workers’ compensation.

(1.) Percentage of Gross Sales: Labor is stated as a percentage of gross sales excluding sales tax and discounts.

(2.) Source of Data: The cost figures from franchised Restaurants are compiled from individual Restaurants by using cost data that are reported to us by franchisees for the monthly periods November 1, 2019 through October 31, 2020. We have not audited or verified the reports, nor have franchisees confirmed that the reports are prepared in accordance with generally accepted accounting principles or in accordance with our definition of Labor.

(3.) Operational Factors: Your costs will be affected by your own operational ability, which may include your experience with managing quick service restaurant operations, your experience building and managing an organization, continual training of you and your employees, your business plan, and using experts (e.g., an accountant) to assist in your business plan. Your costs may be negatively affected by not adhering to our standards and system.

(4.) Experienced Operators: Many of the Restaurants included in this data have been open and operating for several years. Those franchisees may have lower cost percentages due to years of experience managing costs. For new franchisees, labor cost percentages may initially exceed those of experienced operators.

(5.) No Assurance of Future Costs: There is no assurance that future costs will correspond to historical costs because of factors such as inflation, changes in menu and other variables.

(6.) Factors Affecting Labor: Factors affecting your labor include, among other things, the local labor market and any applicable federal or state minimum wage law; pending healthcare legislation, employee turnover and your operational abilities, including your ability to train and retain employees; your compensation that may be included in labor, which varies among franchisees; menu, product mix, Restaurant layout, your salary and benefits programs, and scheduling. Restaurants must be staffed in accordance with our standards.

(7.) Economies of Scale: Restaurants with lower sales may have higher labor cost percentages because of reduced efficiencies and economies of scale, and more waste.

(8.) Retail Sales Price: The retail sales price that you establish will also affect the labor percentages.

83

Additional Notes Regarding Sales, COGS and Labor Data (All Tables)

• You should conduct an independent investigation of the sales, costs and expenses you will incur in operating your franchised business. Franchisees or former franchisees, listed in this Disclosure Document, may be one source of this information.

• The “Total Number of Restaurants/Combo Restaurants in Sample” in Tables 2 & 5 is a subset of the “Total Number of Restaurants/Combo Restaurants in Sample” in Tables 1, 3, 4, because not all Restaurants or Combo Restaurants in Tables 5 reported COGS and Labor data for the twelve-month reporting period.

• All of the Restaurants or Combo Restaurants in Tables 2 & 5 reported at least one month of COGS and Labor data for the twelve-month reporting period.

• Our nation’s economic conditions can be volatile both in terms of consumer spending as well as the costs of doing business, such as for example, energy, commodities, credit, etc. As a result, historical performance results may not be as useful to you in economically volatile periods (in terms of anticipated sales or anticipated costs). If you choose to use the historical financial information appearing in this Disclosure Document, you must carefully consider the potential impact of the periods of economic volatility, price spikes in the cost of commodities, and in your potential sales volume.

• There are numerous factors that may affect COGS and Labor at your Restaurant. The factors listed in this Item 19 are not an all-inclusive list of those factors.

Other than the preceding financial performance representations, we do not make any financial performance representations. We do not make any representations about a franchisee’s future financial performance. We also do not authorize our employees or representatives to make any such representations either orally or in writing. If you are purchasing an existing outlet, however, we may provide you with the actual records of that outlet. If you receive any other financial performance information or projections of your future income, you should report it to the franchisor's management by contacting David Mann, Senior Vice President, Chief Legal Officer, Legal Dept. 2 East A, 130 Royall Street, Canton, MA 02021, 781-737-3000, the Federal Trade Commission, and the appropriate state regulatory agencies.

SDO, BASKIN-ROBBINS EXPRESS, TERRITORIAL FRANCHISES, ALASKA and HAWAII, GAS & CONVENIENCE COMBO RESTAURANTS AND REGIONS WITH INSUFFICIENT DATA

We do not make financial performance representations for the following Restaurants or Combo Restaurants: SDO; Baskin-Robbins Express, restaurants under Territorial Franchise Agreements, Restaurants in Alaska & Hawaii, Gas & Convenience Combo Restaurants or Site Types in Regions with a sample size of less than ten Restaurants. The FTC’s Franchise Rule permits a franchisor to provide information about the actual or potential financial performance of its franchise and/or franchisor-owned outlets, if there is a reasonable basis for the information, and if the information is included in the disclosure document. Financial performance information that differs from that included in Item 19 may be given only if: (1) a franchisor provides the actual records of an existing outlet you are considering buying; or (2) a franchisor supplements the information provided in this Item 19, for example, by providing information about possible performance at a particular location or under particular circumstances.

We do not make any representations about a franchisee’s future financial performance or the past financial performance of company-owned or franchised outlets. We also do not authorize our employees or representatives to make any such representations either orally or in writing. If you are purchasing an existing outlet, however, we may provide you with the actual records of that outlet. If you receive any other financial performance information or projections of your future income, you should report it to the franchisor’s management by contacting David Mann, Senior Vice President, Chief Legal Officer, Legal Dept. 2 East A, 130 Royall Street, Canton, MA 02021, 781-737-3000, the Federal Trade Commission, and the appropriate state regulatory agencies.

84

IF APPLICABLE, HISTORICAL SALES AND PROFIT DATA FOR EXISTING RESTAURANT TO BE SOLD BY US

If the subject Restaurant is an existing Restaurant being sold by us, we may provide to you unaudited historical sales and profit data for the Restaurant. Statements prepared by us are prepared in accordance with generally accepted accounting principles. Statements prepared by past franchisee(s) of the Restaurant, if any, were submitted to us by franchisee(s) that we require to prepare statements in accordance with generally accepted accounting principles. We cannot assure you that in all cases they were so prepared.

Historical costs do not correspond to future costs because of such factors as inflation, changes in minimum wage laws, the local labor market, financing, real estate related costs and other variables. For example, actual costs such as rent, taxes, depreciation, amortization interest, insurance, payroll, and utilities may vary from historical costs. Historical sales may also not correspond to future sales because of such factors as the duration, if any, that the Restaurant was closed, changes in Restaurant management and employees, remodel or refurbishment, if any, over or under reporting of sales, changes in competition and other variables.

Your accountant should develop your own data for these accounts based on your particular financing and other costs. All information should be evaluated in light of current market conditions including such cost and price information as may then be available.

85

Item 20: Outlets and Franchisee Information

The following charts do not include Baskin-Robbins Restaurants that are owned or franchised by one Area Developer pursuant to a Territorial Franchise Agreement and do not include Baskin-Robbins Restaurants located on U.S. military bases outside of the United States.

Combo Restaurants: If you are developing a Combo Restaurant or purchasing an existing Combo Restaurant, please see the end of this Item 20 for statistical information, and Appendix VII-A for a current list of Combo Restaurants and Appendix VII-B for a list of Combo Restaurant franchisees who have left the system within the last fiscal year.

A. BASKIN-ROBBINS

Table 1:

Baskin-Robbins System Wide Outlet Summary for Years 2018 to 2020

(See Note 2)

Outlet Type Year Outlets at Start

of Year Outlets at End of

the Year Net Change

Franchised 2018 1,072 993 -79 2019 993 949 -44 2020 949 894 -55

Company-Owned (Note 1)

2018 0 0 0 2019 0 0 0 2020 0 0 0

Total Outlets 2018 1,029 993 -36 2019 993 949 -44 2020 949 894 -55

Note 1: Company-Owned outlet counts include outlets majority owned or operated by our affiliates.

Note 2: The tables provide information during the periods labeled as 2018, 2019 and 2020. The fiscal year 2018 numbers represent the 12-month period between December 31, 2017 and December 29, 2018. The fiscal year 2019 numbers represent the 12-month period between December 30, 2018 and December 28, 2019. The fiscal year 2020 numbers represent the 12-month period between December 29, 2019 and December 26, 2020. If multiple events occurred affecting an outlet, this table shows the event that occurred last in time.

Table 2:

Transfers of Baskin-Robbins Outlets from Franchisees to New Owners

(Other Than the Franchisor) for the Years 2018 to 2020

(See Note) State Year Number of Transfers

Alabama 2018 0 2019 0 2020 1

Alaska 2018 0 2019 0 2020 0

Arizona 2018 1 2019 5 2020 1

86

Table 2:

Transfers of Baskin-Robbins Outlets from Franchisees to New Owners

(Other Than the Franchisor) for the Years 2018 to 2020

(See Note) State Year Number of Transfers

Arkansas 2018 0 2019 0 2020 0

California 2018 30 2019 30 2020 25

Colorado 2018 2 2019 1 2020 0

Connecticut 2018 0 2019 0 2020 0

Delaware 2018 0 2019 0 2020 0

District of Columbia 2018 0 2019 0 2020 0

Florida 2018 0 2019 0 2020 0

Georgia 2018 0 2019 0 2020 0

Hawaii 2018 0 2019 0 2020 9

Idaho 2018 3 2019 0 2020 0

Illinois

2018 0 2019 0 2020 1

Indiana 2018 1 2019 0 2020 0

87

Table 2:

Transfers of Baskin-Robbins Outlets from Franchisees to New Owners

(Other Than the Franchisor) for the Years 2018 To 2020

(See Note) State Year Number of Transfers

Iowa 2018 0 2019 0 2020 0

Kansas 2018 0 2019 0 2020 0

Kentucky 2018 2 2019 1 2020 0

Louisiana 2018 0 2019 1 2020 0

Maine 2018 0 2019 0 2020 0

Maryland 2018 0 2019 1 2020 1

Massachusetts 2018 0 2019 0 2020 0

Michigan 2018 1 2019 1 2020 0

Minnesota 2018 0 2019 0 2020 0

Mississippi 2018 0 2019 0 2020 0

Missouri 2018 3 2019 0 2020 0

Montana 2018 0 2019 0 2020 0

Nebraska 2018 0 2019 0 2020 0

Nevada

2018 3

2019 0

2020 0

88

Table 2:

Transfers of Baskin-Robbins Outlets from Franchisees to New Owners

(Other Than the Franchisor) for the Years 2018 to 2020 (See Note)

State Year Number of Transfers

New Hampshire

2018 0

2019 0 2020 0

New Jersey 2018 0 2019 0 2020 0

New Mexico 2018 1 2019 2 2020 0

New York 2018 0 2019 1 2020 0

North Carolina 2018 0 2019 1 2020 0

North Dakota 2018 0 2019 0 2020 0

Ohio 2018 0 2019 0 2020 0

Oklahoma 2018 0 2019 0 2020 0

Oregon 2018 2 2019 3 2020 0

Pennsylvania 2018 0 2019 0 2020 0

Rhode Island 2018 0 2019 0 2020 0

South Carolina 2018 1 2019 1 2020 1

South Dakota 2018 0 2019 0 2020 0

Tennessee 2018 1 2019 1 2020 1

89

Table 2:

Transfers of Baskin-Robbins Outlets from Franchisees to New Owners

(Other Than the Franchisor) for the Years 2018 to 2020 (See Note)

State Year Number of Transfers

Texas 2018 11 2019 4 2020 3

Utah 2018 4 2019 1 2020 0

Vermont 2018 0 2019 0 2020 0

Virginia 2018 0 2019 1 2020 0

Washington 2018 5 2019 5 2020 0

West Virginia 2018 0 2019 0 2020 0

Wisconsin 2018 0 2019 0 2020 0

Wyoming 2018 0 2019 0 2020 0

Total 2018 71 2019 59 2020 43

Note: The tables provide information during the periods labeled as 2018, 2019 and 2020. The fiscal year 2018 numbers represent the 12-month period between December 31, 2017 and December 29, 2018. The fiscal year 2019 numbers represent the 12-month period between December 30, 2018 and December 28, 2019. The fiscal year 2020 numbers represent the 12-month period between December 29, 2019 and December 26, 2020. If multiple events occurred affecting an outlet, this table shows the event that occurred last in time.

90

Table 3:

Status of Baskin-Robbins Franchised Outlets for the Years 2018 to 2020

(See Note)

State Year Outlets at Start of Year

Outlets Opened

Terminations Non-

Renewals

Reacquired By

Franchisor

Ceased Operations –

Other Reasons

Outlets at End of

the Year

Alabama 2018 4 1 0 0 0 0 5 2019 5 0 0 0 0 0 5 2020 5 0 0 0 0 1 4

Alaska 2018 5 0 0 0 0 1 4 2019 4 0 0 0 0 0 4 2020 4 0 0 0 0 2 2

Arizona 2018 33 1 0 0 0 1 33 2019 33 0 1 0 0 3 29 2020 29 0 0 0 0 2 27

Arkansas 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0 2020 0 0 0 0 0 0 0

California 2018 458 9 4 4 0 14 445 2019 445 9 7 3 0 16 428 2020 428 5 6 2 0 12 413

Colorado 2018 24 2 0 0 0 2 24 2019 24 1 0 0 0 1 24 2020 24 0 0 0 0 1 23

Connecticut 2018 1 0 0 0 0 0 1 2019 1 0 1 0 0 0 0 2020 0 0 0 0 0 0 0

Delaware 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0 2020 0 0 0 0 0 0 0

District of Columbia

2018 1 0 0 0 0 0 1 2019 1 0 0 0 0 0 1 2020 1 0 0 0 0 1 0

Florida 2018 8 0 0 0 0 1 7 2019 7 0 0 0 0 1 6 2020 6 0 0 0 0 1 5

Georgia 2018 6 0 0 0 0 1 5 2019 5 0 0 0 0 0 5 2020 5 0 0 0 0 1 4

Hawaii 2018 19 0 0 0 0 1 18 2019 18 0 0 0 0 2 16 2020 16 0 0 0 0 0 16

Idaho 2017 9 0 0 0 0 1 8 2018 8 0 0 0 0 0 8 2019 8 1 0 0 0 2 7

Illinois

2018 18 0 0 0 0 6 12 2019 12 0 0 0 0 1 11 2020 11 0 0 0 0 3 8

Indiana 2018 8 0 0 0 0 0 8 2019 8 0 1 0 0 0 7 2020 7 0 0 0 0 1 6

91

Table 3:

Status of Baskin-Robbins Franchised Outlets for the Years 2018 to 2020

(See Note)

State Year Outlets at Start of Year

Outlets Opened

Terminations Non-

Renewals

Reacquired By

Franchisor

Ceased Operations –

Other Reasons

Outlets at End of

the Year

Iowa 2018 1 0 0 0 0 0 1 2019 1 0 0 0 0 0 1 2020 1 0 0 0 0 0 1

Kansas 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0

2020 0 0 0 0 0 0 0

Kentucky 2018 19 0 0 0 0 0 19 2019 19 1 0 0 0 1 19 2020 19 0 0 0 0 1 18

Louisiana 2018 27 0 0 0 0 3 24 2019 24 0 0 0 0 1 23 2020 23 1 0 0 0 0 24

Maine 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0 2020 0 0 0 0 0 0 0

Maryland 2018 12 0 0 0 0 1 11 2019 11 0 0 0 0 1 10 2020 10 0 0 0 0 1 9

Massachusetts 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0 2020 0 0 0 0 0 0 0

Michigan 2018 11 1 0 0 0 0 12 2019 12 1 1 0 0 1 11 2020 11 0 0 0 0 0 11

Minnesota 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0 2020 0 0 0 0 0 0 0

Mississippi 2018 1 0 0 0 0 0 1 2019 1 0 0 0 0 0 1 2020 1 2 0 0 0 0 1

Missouri 2018 7 0 0 0 0 0 7 2019 7 0 0 0 0 0 7 2020 7 2 0 0 0 0 7

Montana 2018 6 1 0 0 0 0 7 2019 7 0 0 0 0 0 7 2020 7 0 1 0 0 1 5

Nebraska 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0 2020 0 0 0 0 0 0 0

Nevada 2018 20 1 0 0 0 0 21 2019 21 1 0 0 0 0 22 2020 22 1 0 0 0 0 23

New Hampshire

2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0 2020 0 0 0 0 0 0 0

92

Table 3:

Status of Baskin-Robbins Franchised Outlets for the Years 2018 to 2020

(See Note)

State Year Outlets at Start of Year

Outlets Opened

Terminations Non-

Renewals

Reacquired By

Franchisor

Ceased Operations –

Other Reasons

Outlets at End of

the Year

New Jersey 2018 3 0 0 0 0 1 2 2019 2 0 0 0 0 1 1 2020 1 0 0 0 0 0 1

New Mexico 2018 19 1 0 0 0 0 20 2019 20 0 0 1 0 1 18 2020 18 0 0 0 0 1 17

New York 2018 9 0 0 0 0 0 9 2019 9 2 0 0 0 1 10 2020 10 0 0 0 0 1 9

North Carolina

2018 6 0 0 0 0 1 5 2019 5 0 0 0 0 1 4 2020 4 0 0 0 0 1 3

North Dakota

2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0 2020 0 0 0 0 0 0 0

Ohio 2018 4 0 0 0 0 1 3 2019 3 0 0 0 0 0 3 2020 3 0 0 0 0 0 3

Oklahoma 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0 2020 0 0 0 0 0 0 0

Oregon 2018 38 0 0 1 0 1 36 2019 36 0 0 0 0 1 35 2020 35 0 1 0 0 6 28

Pennsylvania 2018 4 0 0 0 0 0 4 2019 4 0 0 0 0 1 3 2020 3 1 0 0 0 0 4

Rhode Island

2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0 2020 0 0 0 0 0 0 0

South Carolina

2018 6 0 0 0 0 0 6 2019 6 0 0 0 0 0 6 2020 6 0 0 0 0 0 6

South Dakota

2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0 2020 0 0 0 0 0 0 0

Tennessee 2018 16 0 0 0 0 1 15 2019 15 1 0 0 0 2 14 2020 14 1 0 0 0 0 13

Texas

2018 105 3 0 0 0 4 104 2019 104 2 0 0 0 1 105 2020 105 2 0 0 0 4 103

93

Table 3:

Status of Baskin-Robbins Franchised Outlets for the Years 2018 to 2020

(See Note)

State Year Outlets at Start of Year

Outlets Opened

Terminations Non-

Renewals

Reacquired By

Franchisor

Ceased Operations –

Other Reasons

Outlets at End of

the Year

Utah 2018 13 0 0 0 0 0 13 2019 13 1 0 0 0 1 13 2020 13 0 0 0 0 0 13

Vermont 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0 2020 0 0 0 0 0 0 0

Virginia 2018 18 1 0 0 0 1 18 2019 18 0 0 0 0 1 17 2020 17 0 0 2 0 0 15

Washington 2018 83 0 0 2 0 6 75 2019 75 0 0 2 0 7 66 2020 66 1 3 2 0 6 56

West Virginia

2018 3 0 0 0 0 0 3 2019 3 0 0 0 0 0 3 2020 3 0 0 0 0 0 3

Wisconsin 2018 5 0 0 0 0 0 5 2019 5 0 0 0 0 0 5 2020 5 1 0 0 0 1 5

Wyoming 2018 1 0 0 0 0 0 1 2019 1 0 0 0 0 0 1 2020 1 0 0 0 0 0 1

Total

2018 1,029 21 4 7 0 46 993

2019 993 19 11 6 0 46 949

2020 949 20 11 6 0 50 894

Note: The tables provide information during the periods labeled as 2018, 2019 and 2020. The fiscal year 2018 numbers represent the 12-month period between December 31, 2017 and December 29, 2018. The fiscal year 2019 numbers represent the 12-month period between December 30, 2018 and December 28, 2019. The fiscal year 2020 numbers represent the 12-month period between December 29, 2019 and December 26, 2020. If multiple events occurred affecting an outlet, this table shows the event that occurred last in time.

94

Table 4:

Status of Baskin-Robbins Company-Owned Outlets for Years 2018 to 2020

(See Note)

State

Year Outlets at Start of Year

Outlets Opened

Outlets Reacquired

from Franchisees

Outlets Closed

Outlets Sold to

Franchisees

Outlets at End of

the Year

Total 2018 0 0 0 0 0 0 2019 0 0 0 0 0 0 2020 0 0 0 0 0 0

Note: The tables provide information during the periods labeled as 2018, 2019 and 2020. The fiscal year 2018 numbers represent the 12-month period between December 31, 2017 and December 29, 2018. The fiscal year 2019 numbers represent the 12-month period between December 30, 2018 and December 28, 2019. The fiscal year 2020 numbers represent the 12-month period between December 29, 2019 and December 26, 2020. If multiple events occurred affecting an outlet, this table shows the event that occurred last in time.

Table 5: Projected Baskin-Robbins Openings as of December 26, 2020

State Franchise Agreements Signed But Outlet Not

Open

Projected New Franchised Outlets in the Next Fiscal

Year

Projected New Company-Owned Outlets in the Next

Fiscal Year Alabama 0 0 0 Alaska 0 0 0 Arizona 0 0 0 Arkansas 0 2-4 0 California 1 3-5 0 Colorado 0 0 0 Connecticut 0 0 0 Delaware 0 0 0 District of Columbia 0 0 0 Florida 0 1-3 0 Georgia 0 0 0 Hawaii 0 0 0 Idaho 0 1-3 0 Illinois 0 0 0 Indiana 0 0 0 Iowa 0 0 0 Kansas 0 0 0 Kentucky 0 0 0 Louisiana 0 0 0 Maine 0 0 0 Maryland 0 0 0 Massachusetts 0 0 0 Michigan 0 0 0 Minnesota 0 0 0

Mississippi 0 0 0

Missouri 0 1-3 0 Montana 0 0 0 Nebraska 0 0 0 Nevada 0 0 0

95

Table 5: Projected Baskin-Robbins Openings as of December 26, 2020

State Franchise Agreements Signed But Outlet Not

Open

Projected New Franchised Outlets in the Next Fiscal

Year

Projected New Company-Owned Outlets in the Next

Fiscal Year New Jersey 0 0 0 New Mexico 0 0 0 New York 0 0 0 North Carolina 0 0 0 North Dakota 0 0 0 Ohio 0 0 0 Oklahoma 0 0 0 Oregon 0 0 0 Pennsylvania 0 0 0 Rhode Island 0 0 0 South Carolina 0 0 0 South Dakota 0 0 0 Tennessee 1 1-3 0 Texas 0 1-3 0 Utah 0 0 0 Vermont 0 0 0 Virginia 0 0 0 Washington 0 0 0 West Virginia 0 0 0 Wisconsin 0 0 0 Wyoming 0 0 0 TOTALS 2 10-24 0

Contact information for those that have signed Baskin-Robbins Franchise Agreements, but the Restaurant is not open as of our most recent fiscal year end is as follows

PC#, Restaurant Location, Franchisee Name, City, State, Phone and/or email address: 359838, Roseville, CA, Pinderjeet Kaur, 1900 Park Oak Dr, Roseville, CA, sanutoor711@yahoo.com 362791, Whiteville, TN, Ahmed Alabdi, 30 Greenview Cir, Bolivar, TN, adamalabdi@yahoo.com

The Baskin-Robbins Franchise Agreements for the following Restaurants have been terminated without the Restaurants ever opening. The contact information for these former franchisees is as follows

None

During the last three fiscal years, we have signed confidentiality agreements with some current and former franchisees. Each confidentiality agreement was entered into as part of a settlement of a dispute between us and the current or former franchisee. In some instances, current and former franchisees sign provisions restricting their ability to speak openly about their experience with us. You may wish to speak with current and former franchisees, but be aware that not all such franchisees will be able to communicate with you. See Appendix VI-A for a list of Current Baskin-Robbins Franchisees and Area Developers and Appendix VI-B for a list of Former Baskin-Robbins Franchisees.

96

B. COMBOS

Table 1:

System wide Combo Outlet Summary for Years 2018 to 2020

(See Note)

Outlet Type

Year Outlets at Start of Year

Outlets at End of

the Year Net Change

Franchised 2018 1,300 1,328 +28 2019 1,328 1, 348 +20 2020 1,348 1,293 -55

Company-Owned 2018 0 0 0 2019 0 0 0 2020 0 0 0

Total Outlets 2018 1,302 1,328 +26 2019 1,328 1,348 +20 2020 1,348 1,293 -55

Note: The tables provide information during the periods labeled as 2018, 2019 and 2020. The fiscal year 2018 numbers represent the 12-month period between December 31, 2017 and December 29, 2018. The fiscal year 2019 numbers represent the 12-month period between December 30, 2018 and December 28, 2019. The fiscal year 2020 numbers represent the 12-month period between December 29, 2019 and December 26, 2020. If multiple events occurred affecting an outlet, this table shows the event that occurred last in time.

Table 2:

Transfers of Combo Outlets from Franchisees to New Owners

(Other Than the Franchisor) for Years 2018 to 2020

(See Note)

State

Year Number of Transfers

Alabama

2018 0

2019 0

2020 0

Alaska

2018 0

2019 0

2020 0

Arizona

2018 0

2019 0

2020 0

97

Table 2:

Transfers of Combo Outlets from Franchisees to New Owners

(Other Than the Franchisor) for Years 2018 to 2020

(See Note)

State Year Number of Transfers

Arkansas

2018 0

2019 0

2020 0

California

2018 0

2019 0

2020 0

Colorado

2018 0

2019 0

2020 1

Connecticut

2018 0

2019 0

2020 0

Delaware

2018 0

2019 0

2020 0

District of Columbia

2018 0

2019 1

2020 0

Florida

2018 10

2019 7

2020 10

Georgia

2018 8

2019 1

2020 0

Hawaii

2018 0

2019 0

2020 0

Idaho

2018 0

2019 0

2020 0

98

Table 2:

Transfers of Combo Outlets from Franchisees to New Owners

(Other Than the Franchisor) for Years 2018 to 2020

(See Note)

State Year Number of Transfers

Illinois

2018 6

2019 4

2020 0

Indiana

2018 0

2019 1

2020 0

Iowa

2018 1

2019 0

2020 0

Kansas

2018 0

2019 0

2020 0

Kentucky

2018 0

2019 0

2020 0

Louisiana

2018 0

2019 0

2020 0

Maine

2018 0

2019 0

2020 0

Maryland

2018 0

2019 1

2020 0

Massachusetts

2018 0

2019 0

2020 0

Michigan

2018 1

2019 0

2020 0

99

Table 2:

Transfers of Combo Outlets from Franchisees to New Owners

(Other Than the Franchisor) for Years 2018 to 2020

(See Note)

State Year Number of Transfers

Minnesota

2018 0

2019 0

2020 0

Mississippi

2018 0

2019 0

2020 0

Missouri

2018 3

2019 0

2020 3

Montana

2018 0

2019 0

2020 0

Nebraska

2018 0

2019 0

2020 0

Nevada

2018 0

2019 0

2020 0

New Hampshire

2018 0

2019 0

2020 0

New Jersey

2018 4

2019 3

2020 4

New Mexico

2018 0

2019 0

2020 0

New York

2018 10

2019 11

2020 5

100

Table 2:

Transfers of Combo Outlets from Franchisees to New Owners

(Other Than the Franchisor) for Years 2018 to 2020

(See Note)

State Year Number of Transfers

North Carolina

2018 2

2019 8

2020 4

North Dakota

2018 0

2019 0

2020 0

Ohio

2018 4

2019 1

2020 0

Oklahoma

2018 0

2019 0

2020 0

Oregon

2018 0

2019 0

2020 0

Pennsylvania

2018 2

2019 2

2020 0

Rhode Island

2018 0

2019 0

2020 1

South Carolina

2018 0

2019 0

2020 0

South Dakota

2018 0

2019 0

2020 0

Tennessee

2018 0

2019 1

2020 0

101

Table 2:

Transfers of Combo Outlets from Franchisees to New Owners

(Other Than the Franchisor) for Years 2018 to 2020

(See Note)

State Year Number of Transfers

Texas

2018 4

2019 3

2020 5

Utah

2018 0

2019 0

2020 0

Vermont

2018 0

2019 0

2020 0

Virginia

2018 0

2019 2

2020 1

Washington

2018 0

2019 0

2020 0

West Virginia

2018 0

2019 0

2020 0

Wisconsin

2018 0

2019 0

2020 0

Wyoming

2018 0

2019 0

2020 0

Total

2018 55

2019 46

2020 34

Note: The tables provide information during the periods labeled as 2018, 2019 and 2020. The fiscal year 2018 numbers represent the 12-month period between December 31, 2017 and December 29, 2018. The fiscal year 2019 numbers represent the 12-month period between December 30, 2018 and December 28, 2019. The fiscal year 2020 numbers represent the 12-month period between December 29, 2019 and December 26, 2020. If multiple events occurred affecting an outlet, this table shows the event that occurred last in time.

102

Table 3:

Status of Combo Franchised Outlets for Years 2018 to 2020

(See Note 1, 2, 3)

State

Year Outlets at Start of

Year

Outlets Opened

Termina- tions

Non-Renewals

Reacquired By

Franchisor

Ceased Operations –

Other Reasons

Outlets at End of the

Year

Alabama

2018 3 0 0 0 0 0 3

2019 3 0 0 0 0 0 3

2020 3 0 0 0 0 1 2

Alaska

2018 0 0 0 0 0 0 0

2019 0 0 0 0 0 0 0

2020 0 0 0 0 0 0 0

Arizona

2018 5 0 0 0 0 0 5

2019 5 3 0 0 0 0 8

2020 8 2 0 0 0 0 10

Arkansas

2018 3 0 1 0 0 0 2

2019 2 0 0 0 0 0 2

2020 2 0 0 0 0 0 2

California

2018 4 4 0 0 0 0 8

2019 8 2 0 0 0 0 10

2020 10 1 0 0 0 1 10

Colorado

2018 2 2 0 0 0 0 6

2019 6 3 0 0 0 0 9

2020 9 0 0 0 0 2 7

Connecticut

2018 8 1 0 0 0 2 7

2019 7 0 0 0 0 0 7

2020 7 0 0 0 0 0 7

Delaware

2018 6 0 0 0 0 0 6

2019 6 0 0 0 0 0 6

2020 6 0 0 0 0 1 5

District of Columbia

2018 8 0 0 0 0 1 7

2019 7 0 0 0 0 0 7

2020 7 1 0 0 0 3 5

Florida

2018 143 5 0 0 0 0 148

2019 148 5 0 0 0 2 151

2020 151 3 0 0 0 25 129

103

Table 3:

Status of Combo Franchised Outlets for Years 2018 to 2020

(See Note 1, 2, 3)

State

Year Outlets at Start of

Year

Outlets Opened

Termina- tions

Non-Renewals

Reacquired By

Franchisor

Ceased Operations –

Other Reasons

Outlets at End of the

Year

Georgia

2018 56 1 0 0 0 0 57

2019 57 2 0 0 0 0 59

2020 59 4 0 0 0 1 62

Hawaii

2018 0 0 0 0 0 0 0

2019 0 0 0 0 0 0 0

2020 0 0 0 0 0 0 0

Idaho

2018 0 0 0 0 0 0 0

2019 0 0 0 0 0 0 0

2020 0 0 0 0 0 0 0

Illinois

2018 245 5 0 0 0 3 247

2019 247 4 0 1 0 2 248

2020 248 1 0 0 0 6 243

Indiana

2018 19 1 0 0 0 0 20

2019 20 0 0 0 0 0 20

2020 20 1 0 0 0 0 21

Iowa

2018 1 0 0 0 0 0 1

2019 1 0 0 0 0 0 1

2020 1 0 0 0 0 0 1

Kansas

2018 0 0 0 0 0 0 0

2019 0 0 0 0 0 0 0

2020 0 0 0 0 0 0 0

Kentucky

2018 3 1 0 0 0 0 4

2019 4 1 0 0 0 0 5

2020 5 0 0 0 0 0 5

Louisiana

2018 2 0 1 0 0 0 1

2019 1 1 0 0 0 0 2

2020 2 1 0 0 0 0 3

Maine

2018 0 0 0 0 0 0 0

2019 0 0 0 0 0 0 0

2020 0 0 0 0 0 0 0

104

Table 3:

Status of Combo Franchised Outlets for Years 2018 to 2020

(See Note 1, 2, 3) State

Year Outlets at

Start of Year

Outlets Opened

Termina- tions

Non-Renewals

Reacquired By

Franchisor

Ceased Operations –

Other Reasons

Outlets at End of the

Year

Maryland 2018 88 2 0 0 0 0 90 2019 90 2 0 0 0 1 91 2020 91 2 0 0 0 7 86

Massachusetts 2018 2 0 0 0 0 0 3 2019 3 1 0 0 0 1 3 2020 3 0 0 0 0 0 3

Michigan 2018 39 0 0 0 0 2 37 2019 37 0 0 0 0 2 35 2020 35 2 0 0 0 2 35

Minnesota 2018 1 0 0 0 0 0 1 2019 1 2 0 0 0 0 3 2020 3 3 0 0 0 0 6

Mississippi 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0 2020 0 0 0 0 0 0 0

Missouri 2018 9 1 0 0 0 0 10 2019 10 2 0 0 0 0 12 2020 12 0 0 0 0 2 10

Montana 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0 2020 0 0 0 0 0 0 0

Nebraska 2018 0 1 0 0 0 0 1 2019 1 0 0 0 0 0 1 2020 1 0 0 0 0 0 1

Nevada 2018 0 0 0 0 0 0 0

2019 0 0 0 0 0 0 0 2020 0 0 0 0 0 0 0

New Hampshire

2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0 2020 0 0 0 0 0 0 0

New Jersey 2018 110 1 0 0 0 1 110 2019 110 1 0 0 0 8 105 2020 105 0 0 0 0 10 95

New Mexico 2018 4 1 0 0 0 0 5 2019 5 0 0 0 0 0 5 2020 5 2 0 0 0 0 7

New York 2018 332 1 1 0 0 3 329 2019 329 4 0 0 0 6 328 2020 328 1 0 0 0 16 313

North Carolina

2018 42 2 0 0 0 1 43 2019 43 1 0 0 0 0 44 2020 44 1 0 0 0 0 45

105

Table 3:

Status of Combo Franchised Outlets for Years 2018 to 2020

(See Note 1, 2, 3) State

Year Outlets at

Start of Year

Outlets Opened

Termina- tions

Non-Renewals

Reacquired By

Franchisor

Ceased Operations –

Other Reasons

Outlets at End of the

Year

North Dakota 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0 2020 0 0 0 0 0 0 0

Ohio 2018 22 1 0 0 0 0 23 2019 23 0 0 0 0 0 23 2020 23 0 0 0 0 2 21

Oklahoma 2018 2 1 0 0 0 0 3 2019 3 0 0 0 0 0 3 2020 3 1 0 0 0 0 4

Oregon 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0 2020 0 0 0 0 0 0 0

Pennsylvania 2018 28 1 0 0 0 0 29 2019 29 2 0 0 0 1 30 2020 30 0 0 0 0 4 26

Rhode Island 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0 2020 0 0 0 0 0 0 0

South Carolina

2018 15 0 0 0 0 0 15 2019 15 0 0 0 0 1 14 2020 14 1 0 0 0 4 11

South Dakota 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0 2020 0 0 0 0 0 0 0

Tennessee 2018 7 0 0 0 0 0 7 2019 7 0 0 0 0 0 7 2020 7 1 0 0 0 0 8

Texas 2018 49 9 0 0 0 1 57 2019 57 6 0 0 0 1 62 2020 62 2 1 0 0 2 61

Utah 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0 2020 0 1 0 0 0 0 1

Vermont 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0 2020 0 0 0 0 0 0 0

Virginia 2018 39 0 0 0 0 2 37 2019 37 1 0 0 0 0 38 2020 38 1 0 0 0 1 38

106

Table 3:

Status of Combo Franchised Outlets for Years 2018 to 2020

(See Note 1) State

Year Outlets at

Start of Year

Outlets Opened

Termina- tions

Non-Renewals

Reacquired By

Franchisor

Ceased Operations –

Other Reasons

Outlets at End of the

Year (Note 2,3)

Washington 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0 2020 0 0 0 0 0 0 0

West Virginia 2018 2 0 0 0 0 0 2 2019 2 1 0 0 0 0 3 2020 3 0 0 0 0 0 3

Wisconsin 2018 3 0 0 0 0 0 3 2019 3 0 0 0 0 1 2 2020 2 4 0 0 0 0 6

Wyoming 2018 0 1 0 0 0 0 1 2019 1 0 0 0 0 0 1 2020 1 0 0 0 0 0 1

Total 2018 1,302 42 3 0 0 16 1,325 2019 1,325 44 0 1 0 26 1,348 2020 1,348 36 1 0 0 90 1,293

Note 1: The tables provide information during the periods labeled as 2018, 2019 and 2020. The fiscal year 2018 numbers represent the 12-month period between December 31, 2017 and December 29, 2018. The fiscal year 2019 numbers represent the 12-month period between December 30, 2018 and December 28, 2019. The fiscal year 2020 numbers represent the 12-month period between December 29, 2019 and December 26, 2020. If multiple events occurred affecting an outlet, this table shows the event that occurred last in time.

Note 2: Please note that if only one brand of the Combo is affected (for example, terminated), then the Combo will be included in the above statistics (for example, listed as “terminated”) even though the other brand remains unaffected.

Note 3: The total number of Combo outlets may be affected by the addition of a Baskin-Robbins to an existing Dunkin' solo outlet. These former Dunkin' solo outlets are now counted under Combo outlets. We do not consider these as new outlet openings.

107

Table 4:

Status of Company-Owned Combo Outlets for Years 2018 to 2020

(See Note) State

Year Outlets

at Start of Year

Outlets Opened

Outlets Reacquired

from Franchisees

Outlets Closed

Outlets Sold to

Franchisees

Outlets at End of

the Year

Total 2018 0 0 0 0 0 0 2019 0 0 0 0 0 0 2020 0 0 0 0 0 0

Note: The tables provide information during the periods labeled as 2018, 2019 and 2020. The fiscal year 2018 numbers represent the 12-month period between December 31, 2017 and December 29, 2018. The fiscal year 2019 numbers represent the 12-month period between December 30, 2018 and December 28, 2019. The fiscal year 2020 numbers represent the 12-month period between December 29, 2019 and December 26, 2020. If multiple events occurred affecting an outlet, this table shows the event that occurred last in time.

Table 5:

Projected Combo Openings as of December 26, 2020 State Franchise Agreements

Signed But Outlet Not Open

Projected New Franchised Outlets in the Next Fiscal Year

Projected New Company-Owned Outlets in the Next

Fiscal Year Alabama 0 1 0 Alaska 0 0 0 Arizona 0 1 0 Arkansas 0 0 0 California 0 2 0 Colorado 0 0 0 Connecticut 0 0 0 Delaware 0 0 0 District of Columbia 0 0 0 Florida 0 0 0 Georgia 0 4-5 0 Hawaii 0 0 0 Idaho 0 0 0 Illinois 0 3-4 0 Indiana 0 0 0 Iowa 0 0 0 Kansas 0 0 0 Kentucky 0 0 0 Louisiana 0 0 0 Maine 0 0 0 Maryland 2 3-4 0 Massachusetts 0 0 0 Michigan 0 2 0

108

Table 5:

Projected Combo Openings as of December 26, 2020 State Franchise Agreements

Signed But Outlet Not Open

Projected New Franchised Outlets in the Next Fiscal Year

Projected New Company-Owned Outlets in the Next

Fiscal Year Minnesota 0 0 0 Mississippi 0 0 0 Missouri 0 1 0 Montana 0 0 0 Nebraska 0 0 0 Nevada 0 0 0 New Hampshire 0 0 0 New Jersey 0 0 0 New Mexico 0 1 0 New York 2 4-5 0 North Carolina 1 1 0 North Dakota 0 0 0 Ohio 1 2-3 0 Oklahoma 0 0 0 Oregon 0 0 0 Pennsylvania 0 0 0 Rhode Island 0 0 0 South Carolina 0 1 0 South Dakota 0 0 0 Tennessee 0 0 0 Texas 2 5-6 0 Utah 0 0 0 Vermont 0 0 0 Virginia 1 1 0 Washington 0 0 0 West Virginia 0 0 0 Wisconsin 1 2-3 0 Wyoming 0 0 0 Total 10 34-41 0

Contact information for those that have signed Combo Franchise Agreements, but the Restaurant is not open as of fiscal year end is as follows

PC#, Restaurant Location, Franchisee Name, City, State, Phone and/or email address:

357109, Brunswick, MD, Brent Fauntleroy, 3901 Jefferson Pike, Jefferson, MD, brentfaunt@gmail.com 359462, Silver Spring, MD, Boris Lander, 13810 Connecticut Ave, Silver Spring, MD, boris.lander@luisgroup.net 359563, Fayetteville, NC, Pathik Patel, 1714 Calvary Circle Apt 408, Charlottesville, VA, p.pathikd@gmail.com 362538, Bronx, NY, Tamer Soliman, 27 Robin Hood Road, Morris Plains, NJ, Soliman.t@gmail.com 359808, New York, NY, Milton Kazi, 1104 Lexington Avenue, New York, NY, mkazi@verizon.net 362695, Worthington, OH, Tushar Patel, PO Box 629, Lewis Center, OH, tshrptl@gmail.com 358920, Houston, TX, Sandi Hinman-Trussel, 400 Fenway, Boston, MA, patrick.sevy@cafebonappetit.com 359496, Killeen, TX, Mark Nelson, 1104 Camden Ct, Woodway, TX, mark@osocoffeecompany.com 359136, Orange, VA, Amit Patel, 305 Rivanna Plaza Dr Ste 101, Charlottesville, VA, amit.m.patel1@gmail.com 359721, Oshkosh, WI, Jeremy Alsaker, 1100 Turnberry Ct, Waunakee, WI, jeremyalsaker@gmail.com

109

The Combo Franchise Agreements for the following Restaurants have been terminated without the Restaurants ever opening. The contact information for these former franchisees is as follows None

During the last three fiscal years, we have signed confidentiality agreements with some current and former franchisees. Each confidentiality agreement was entered into as part of a settlement of a dispute between us and the current or former franchisee. In some instances, current and former franchisees sign provisions restricting their ability to speak openly about their experience with us. You may wish to speak with current and former franchisees, but be aware that not all such franchisees will be able to communicate with you. See Appendix VII-A for a List of Current Combo Franchisees and Area Developers and Appendix VII-B for a List of Former Combo Franchisees.

The following independent franchisee organization has asked to be included in this Disclosure Document: Name: Association of Independent Baskin-Robbins Franchise Owners, "AIBRFO" Address: 1560 S. Mason Road, Suite B Katy, TX 77450 E-mail: AIBRFO@gmail.com

110

Item 21: Financial Statements Attached to this Franchise Disclosure Document following this Item 21 are audited financial statements for us and our parent company:

The consolidated balance sheets of DB Franchising Holding Company LLC as of December 26,2020 (Successor) and December 28, 2019 (Predecessor) and the related consolidated statements ofoperations, member’s equity (deficit), and cash flows for the period from December 15, 2020through December 26, 2020 (Successor), the period from December 29, 2019 through December14, 2020 (Predecessor), and the fiscal years ended December 28, 2019 (Predecessor) and December29, 2018 (Predecessor), and the related notes to the consolidated financial statements (Exhibit I).

The balance sheets of Baskin-Robbins Franchising LLC as of December 26, 2020 (Successor) andDecember 28, 2019 (Predecessor) and the related statements of operations, member’s equity(deficit), and cash flows for the period from December 15, 2020 through December 26, 2020(Successor), the period from December 29, 2019 through December 14, 2020 (Predecessor), andthe fiscal years ended December 28, 2019 (Predecessor) and December 29, 2018 (Predecessor) andthe related notes to the financial statements (Exhibit II).

In July 2011, our ultimate parent entity, Dunkin’ Brands Group, Inc. completed its initial public offering and its stock became publicly traded on the NASDAQ Global Select market until December 15, 2020, when DBGI was acquired by Inspire Brands, Inc (Inspire Brands).

DB Franchising Holding Company LLC (the “Guarantor”) absolutely and unconditionally guarantees to assume the duties and obligations of Baskin-Robbins Franchising LLC under its franchise registrations in each state where Baskin-Robbins Franchising LLC is registered, and under the Franchise Agreement identified in the 2021 Franchise Disclosure Document, as it may be amended, and as that Franchise Agreement may be entered into with franchisees and amended, modified or extended from time to time.

See Appendix VIII for the complete, signed copy of the Guarantee of Performance by DB Franchising Holding Company LLC.

111

DB FRANCHISING HOLDING COMPANY LLC

Consolidated Financial Statements

As of December 26, 2020 (Successor) and December 28, 2019 (Predecessor) and for the period from December 15, 2020 through December 26, 2020 (Successor), the period from December 29, 2019 through December 14, 2020 (Predecessor), and the fiscal years ended

December 28, 2019 (Predecessor) and December 29, 2018 (Predecessor)

(With Independent Auditors’ Reports Thereon)

112

     

 

INDEPENDENT AUDITORS’ REPORT 

The Board of Managers and Member DB Franchising Holding Company LLC: 

We have audited the accompanying consolidated financial statements of DB Franchising Holding Company LLC and its subsidiaries (the “Company” and an indirect wholly owned subsidiary of Inspire Brands, Inc.), which comprise the consolidated balance sheet as of December 26, 2020 (successor), and the related consolidated statements of operation, member’s equity (deficit), and cash flows for the period from December 15, 2020 through December 26, 2020 (successor), and the related notes to the consolidated financial statements. 

Management’s Responsibility for the Consolidated Financial Statements 

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. 

Auditors’ Responsibility 

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 

113

     

‐ 2 ‐ 

Opinion 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 26, 2020 (successor), and the results of its operations and its cash flows for the period from December 15, 2020 to December 26, 2020 (successor), in accordance with accounting principles generally accepted in the United States of America. 

Predecessor Auditors’ Opinion on December 14, 2020 (Predecessor), December 28, 2019 (Predecessor), and December 29, 2018 (Predecessor) Consolidated Financial Statements 

The consolidated financial statement of the Company as of December 14, 2020 (predecessor) and December 28, 2019 (predecessor) and the period from December 29, 2019 to December 14, 2020 (predecessor) and the years ended December 28, 2019 (predecessor) and December 29, 2018 (predecessor) were audited by other auditors, whose report, dated February 26, 2021, expressed an unmodified opinion on those consolidated financial statements. 

Emphasis of Matters 

As discussed in Notes 1 and 9, the Company was acquired by Inspire Brands, Inc. on December 15, 2020. In accordance with the acquisition method of accounting, the Company’s assets and liabilities have been adjusted to their estimated fair values as of the date of the acquisition. As a result, the Company’s consolidated financial statements for the periods prior to the date of acquisition (predecessor periods) are not comparable to the period after the date of acquisition (the successor period). 

We draw attention to Note 7, which contains disclosures about the business and operations of the Company and the nature and extent of transaction with related parties. The accompanying consolidated financial statements have been prepared from the separate records maintained by the Company and are not necessarily indicative of the Company’s financial position or the results of its operations and its cash flows if it were dealing with unrelated parties. 

Our opinion is not modified with respect to these matters. 

 

March 23, 2021 

114

Independent Auditors’ Report

The Board of Managers and Member

DB Franchising Holding Company LLC:

We have audited the accompanying predecessor consolidated financial statements of DB Franchising Holding

Company LLC, which comprise the consolidated balance sheet as of December 28, 2019, and the consolidated

statements of operations, member’s equity (deficit), and cash flows for the 352-day period ended December 14,

2020 and the fiscal years ended December 28, 2019 and December 29, 2018, and the related notes to the

consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements

in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial

statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We

conducted our audits in accordance with auditing standards generally accepted in the United States of America.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the

consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the

consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the

assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud

or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s

preparation and fair presentation of the consolidated financial statements in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness

of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the

appropriateness of accounting policies used and the reasonableness of significant accounting estimates made

by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects,

the financial position of DB Franchising Holding Company LLC as of December 28, 2019, and the results of its

operations and its cash flows for the 352-day period ended December 14, 2020 and the fiscal years ended

December 28, 2019 and December 29, 2018, in accordance with U.S. generally accepted accounting

principles.

KPMG LLPTwo Financial Center60 South StreetBoston, MA 02111

KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.

115

2

Other Matter

Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The

supplemental schedule – 2020 predecessor consolidated balance sheet is presented for purposes of additional

analysis and is not a required part of the financial statements. Such information is the responsibility of

management and was derived from and relates directly to the underlying accounting and other records used to

prepare the financial statements. The information has been subjected to the auditing procedures applied in the

audit of the financial statements and certain additional procedures, including comparing and reconciling such

information directly to the underlying accounting and other records used to prepare the financial statements or

to the financial statements themselves, and other additional procedures in accordance with auditing standards

generally accepted in the United States of America. In our opinion, the information is fairly stated in all material

respects in relation to the financial statements as a whole.

Boston, Massachusetts

February 26, 2021

116

DB FRANCHISING HOLDING COMPANY LLCConsolidated Balance Sheets

(In thousands)

Successor PredecessorDecember 26,

2020December 28,

2019AssetsCurrent assets:

Cash and cash equivalents $ 15,836 $ 15,856 Accounts, notes, and other receivables, net of allowances of $5,130 as of December 28, 2019 49,112 52,662

Total current assets 64,948 68,518 Dividend advances to affiliates — 342,518 Intangible assets 1,916,717 — Other assets 388 224

Total assets $ 1,982,053 $ 411,260 Liabilities and Member’s EquityCurrent liabilities:

Accounts payable and accrued expenses $ 4,198 $ 6,231 Deferred revenue 1,512 24,733 Advertising due to affiliates 19,260 20,134

Total current liabilities 24,970 51,098 Deferred revenue 42,196 338,978 Other long-term liabilities 1,339 120

Total liabilities 68,505 390,196 Commitments and contingencies (note 6)Member’s equity:

Member’s equity 1,913,548 21,064 Total member’s equity 1,913,548 21,064 Total liabilities and member’s equity $ 1,982,053 $ 411,260

See accompanying notes to consolidated financial statements.

-2-117

DB FRANCHISING HOLDING COMPANY LLCConsolidated Statements of Operations

(In thousands)

Successor Predecessor12 days ended 352 days ended Fiscal year ended

December 26,

2020December 14,

2020December 28,

2019December 29,

2018Revenues:

Franchise fees and royalty income $ 17,279 $ 550,154 $ 596,169 $ 563,499 Advertising fees and related income 14,199 440,871 474,387 455,368 Licensing fees 574 15,694 17,570 16,798 Other revenues 122 3,495 4,176 4,132

Total revenues 32,174 1,010,214 1,092,302 1,039,797 Operating costs and expenses:

Advertising expenses 14,199 439,168 474,387 455,368 Amortization of intangible assets 2,283 — — — Other operating costs and expenses 189 2,759 3,861 4,113

Total operating costs and expenses 16,671 441,927 478,248 459,481 Operating income 15,503 568,287 614,054 580,316

Other income (expense), net:Interest income 1 133 409 550 Foreign currency gain (loss), net 3 (32) (93) (178)

Total other income, net 4 101 316 372 Income before income taxes 15,507 568,388 614,370 580,688

Provision for income taxes 162 3,067 3,779 3,452 Net income $ 15,345 $ 565,321 $ 610,591 $ 577,236

See accompanying notes to consolidated financial statements.

-3-118

DB FRANCHISING HOLDING COMPANY LLCConsolidated Statements of Member’s Equity (Deficit)

(In thousands)

Member’s equityRetained earnings

(accumulated deficit)Total member’s equity

(deficit)Predecessor:

Balance at December 30, 2017 $ 21,064 $ (326,773) $ (305,709) Net income — 577,236 577,236 Dividends to parent, net — (250,463) (250,463)

Balance at December 29, 2018 21,064 — 21,064 Net income — 610,591 610,591 Dividends to parent, net — (610,591) (610,591)

Balance at December 28, 2019 21,064 — 21,064 Net income — 565,321 565,321 Dividends to parent, net — (565,321) (565,321)

Balance at December 14, 2020 21,064 — 21,064

Successor:Balance at December 15, 2020 (note 9) 1,927,119 — 1,927,119

Net income — 15,345 15,345 Dividends to parent, net (13,571) (15,345) (28,916)

Balance at December 26, 2020 $ 1,913,548 $ — $ 1,913,548

See accompanying notes to consolidated financial statements.

-4-119

DB FRANCHISING HOLDING COMPANY LLCConsolidated Statements of Cash Flows

(In thousands)

Successor Predecessor12 days ended 352 days ended Fiscal year ended

December 26,

2020December 14,

2020December 28,

2019December 29,

2018Cash flows from operating activities:

Net income $ 15,345 $ 565,321 $ 610,591 $ 577,236 Adjustments to reconcile net income to net cash used in

operating activities:Revenues, net and deferred revenue collected by affiliates (28,916) (534,811) (606,711) (588,625) Amortization of intangible assets 2,283 — — — Provision for credit losses — 950 1,840 111 Change in operating assets and liabilities:

Accounts, notes, and other receivables, net 14,747 (12,147) (3,809) (513) Other assets 4 (168) 903 277 Advertising due to affiliates (4,218) 3,344 636 1,143 Accounts payable and accrued expenses (166) (1,867) (265) 893 Deferred revenue 921 (21,861) (3,312) 9,448 Other long-term liabilities — 1,219 120 —

Net cash used in operating activities — (20) (7) (30) Decrease in cash and cash equivalents — (20) (7) (30)

Cash and cash equivalents, beginning of period 15,836 15,856 15,863 15,893 Cash and cash equivalents, end of period $ 15,836 $ 15,836 $ 15,856 $ 15,863

See accompanying notes to consolidated financial statements.

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DB FRANCHISING HOLDING COMPANY LLCNotes to Consolidated Financial Statements

(1) Description of business

DB Franchising Holding Company LLC (the “Company” or “Franchisor Holdco”) is a wholly-owned subsidiary of DB Master Finance LLC (“the Master Issuer”). The Master Issuer and Franchisor Holdco are indirect wholly-owned subsidiaries of Dunkin' Brands Group, Inc. (“DBGI”), whose ultimate parent company is Inspire Brands, Inc. (“Inspire”). Due to its limited liability status, Franchisor Holdco’s sole member, the Master Issuer, shall not be obligated for any debt, obligation, or liability of the Company solely by reason of being a member.

DBGI franchises and licenses a system of both traditional and nontraditional quick service restaurants. Dunkin’ Donuts Franchising LLC (“DD Franchisor”) and related entities franchise restaurants featuring coffee, espresso, donuts, bagels, breakfast sandwiches, and related products. Baskin-Robbins Franchising LLC (“BR Franchisor”) and related entities franchise restaurants featuring ice cream, frozen beverages, and related products.

On December 15, 2020, Vale Merger Sub, Inc. (“Merger Sub”), an indirect wholly-owned subsidiary of Inspire, acquired all of the issued and outstanding shares of DBGI's common stock and completed a merger with and into DBGI (“the Merger”), with DBGI continuing as the surviving corporation, and by result of the Merger became a wholly-owned subsidiary of Inspire.

The consolidated balance sheet as of December 26, 2020 and the related consolidated statements of operations, member’s equity (deficit) and cash flows for the twelve days ended December 26, 2020 (“2020 successor”) represent the Company’s ownership under Inspire and are referred to as the consolidated financial statements of the successor Company. The Company elected to apply pushdown accounting and therefore the consolidated financial statements of the successor Company include the effects of purchase accounting allocable to Franchisor Holdco and subsidiaries as a result of the Merger (see note 9).

The consolidated balance sheet as of December 28, 2019 and the related consolidated statements of operations, member's equity (deficit) and cash flows for the 352 days ended December 14, 2020 (“2020 predecessor”), and the fiscal years ended December 28, 2019 and December 29, 2018 represent the Company's ownership under DBGI prior to the Merger. Collectively, these consolidated financial statements are referred to as the consolidated financial statements of the predecessor Company.

Throughout these consolidated financial statements, “we,” “us,” and “our” refer to Franchisor Holdco and subsidiaries taken as a whole. Subsidiaries of Franchisor Holdco consist of DD Franchisor and BR Franchisor. Franchisor Holdco, DD Franchisor, and BR Franchisor are collectively referred to as “the Franchisors.”

The primary business purpose of each of the Franchisors is, among other things, to enter into and serve as franchisor under all master franchise, store development, franchise, license, or similar agreements (collectively, “Franchising Agreements”) relating to Dunkin’ and Baskin-Robbins points of distribution located in the United States and certain international markets.

The Company, along with the Master Issuer and other affiliates, has entered into a management agreement with Dunkin’ Brands, Inc. (“DBI”), a subsidiary of DBGI, under which DBI performs certain services related to franchise arrangements and other assets held by the Company, including collecting franchisee payments, causing the Company to enter into new franchise arrangements, and providing pre-opening and post-opening services for franchisees (see note 6(b)). All revenues generated by the franchise arrangements are recorded by the Company and, when collected, are deposited into an account held in the name of the Master Issuer. Cash generated by the franchise arrangements is not directly collected or held by the Company. In exchange for providing its services, DBI is eligible to receive management fees from the Master Issuer on behalf of all the Master Issuer’s subsidiaries, including the Company. Neither the expenses incurred by DBI to fulfill its responsibilities under the management agreement, nor any management fees to compensate DBI for those services provided, are allocated to Franchisor Holdco and subsidiaries, because there is no reasonable basis for such allocation. Therefore, no franchising-related expenses are included in the accompanying consolidated statements of operations.

(2) Summary of significant accounting policies

(a) Fiscal year

The Company operates and reports financial information on a 52- or 53-week year with the fiscal year ending on the last Saturday in December. The data periods contained within fiscal years 2019 and 2018 reflect the results of operations for the 52-week periods ended December 28, 2019 and December 29, 2018, respectively. The data periods contained within the 2020 successor and 2020 predecessor periods reflect the results of operations for the 12-day and 352-day periods ended December 26, 2020 and December 14, 2020, respectively.

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(b) Basis of presentation and consolidation

The accompanying consolidated financial statements include the accounts of Franchisor Holdco, DD Franchisor, and BR Franchisor, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All significant transactions and balances between these entities have been eliminated in consolidation.

We consolidate entities in which we have a controlling financial interest, the usual condition of which is ownership of a majority voting interest. We also consider for consolidation an entity, in which we have certain interests, where the controlling financial interest may be achieved through arrangements that do not involve voting interests. Such an entity, known as a variable interest entity (“VIE”), is required to be consolidated by its primary beneficiary. The primary beneficiary is the entity that possesses the power to direct the activities of the VIE that most significantly impact its economic performance and has the obligation to absorb losses or the right to receive benefits from the VIE that are significant to it.

The Company has entered into an agreement with SVC Service II Inc. (“SVC”), a wholly-owned subsidiary of DBI, through which SVC operates the gift card program as part of the marketing efforts under the Dunkin’ and Baskin-Robbins brands. Through this agreement, SVC is entitled to receive from the Company a service fee in exchange for providing services, which could include reimbursement for any gift card administration expenses that are not otherwise funded through gift card breakage income or other sources. Therefore, although we do not possess any ownership interest, we possess a variable interest in SVC. However, the Company does not have the power to direct the activities that most significantly impact SVC’s economic performance, and therefore is not the primary beneficiary of SVC. The Company cannot quantify its maximum exposure to loss resulting from its involvement with SVC given the uncertainty in future unfunded gift card administration expenses. Through each of December 26, 2020 and December 14, 2020, the Company has not reimbursed any unfunded gift card administration expenses.

(c) Accounting estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires the use of estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingent assets and liabilities at the date of the consolidated financial statements and for the period then ended. Significant estimates are made in the calculations and assessments of the following: (a) allowance for credit losses, (b) gift certificate breakage, (c) contingencies, (d) revenue recognition, and (e) fair value estimates used for our purchase accounting adjustments. Estimates are based on historical experience, current conditions, and various other assumptions that are believed to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities when they are not readily apparent from other sources. We adjust such estimates and assumptions when facts and circumstances dictate. Actual results may differ from these estimates under different assumptions or conditions.

(d) Cash and cash equivalents

The Company continually monitors its positions with, and the credit quality of, the financial institutions in which it maintains its deposits and investments. As of December 26, 2020 and December 28, 2019, we maintained balances in various cash accounts in excess of federally insured limits. All highly liquid instruments purchased with an original maturity of three months or less are considered cash equivalents.

Cash held related to the Company’s gift certificate program is classified as unrestricted cash as there are no legal restrictions on the use of these funds; however, the Company intends to use these funds solely to support the gift certificate programs rather than to fund operations. Total cash balances related to the gift certificate programs as of December 26, 2020 and December 28, 2019 were $826 thousand and $836 thousand, respectively.

(e) Fair value of financial instruments

The carrying amounts of accounts, notes, and other receivables and accounts payable and accrued expenses approximate fair value because of their short-term nature.

(f) Intangible assets

Intangible assets consist of franchise and license rights (“franchise rights”). Franchise rights in the consolidated balance sheets were valued at the date of acquisition based on the present value of the estimated future cash flows to be received over the remaining contract terms, including anticipated renewal periods (see note 9). Amortization of franchise rights is recorded as amortization expense in the consolidated statements of operations and amortized using the straight-line method over a weighted-average period of approximately 29 years, which represents the period over which cash flows are expected to be generated.

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Intangible assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable through undiscounted future cash flows, or when such franchise rights are reduced or terminated. Recognition and measurement of a potential impairment is performed on assets grouped with other assets and liabilities at the lowest level where identifiable cash flows are largely independents of the cash flows of other assets and liabilities. An impairment loss is the amount by which the carrying amount of the intangible asset or group exceeds its estimated fair value. No impairment of intangible assets was recorded during the 2020 successor period.

(g) Contingencies

The Company records reserves for legal and other contingencies when information available to the Company indicates that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Predicting the outcomes of claims and litigation and estimating the related costs and exposures involve substantial uncertainties that could cause actual costs to vary materially from estimates.

(h) Revenue recognition

Revenue is recognized in accordance with a five-step revenue model, as follows: identifying the contract with the customer; identifying the performance obligations in the contract; determining the transaction price; allocating the transaction price to the performance obligations; and recognizing revenue when (or as) the entity satisfies a performance obligation.

Franchise fees and royalty income

Domestically, the Company sells individual franchises as well as territory agreements in the form of store development agreements (“SDAs”) that grant the right to develop restaurants in designated areas. The franchise agreements and SDAs typically require the franchisee to pay initial nonrefundable franchise fees prior to opening the respective restaurants and continuing fees, or royalty income, on a weekly basis based upon a percentage of franchisee gross sales. The initial term of domestic franchise agreements is typically 20 years. Prior to the end of the franchise term or as otherwise provided by the Company, a franchisee may elect to renew the term of a franchise agreement and, if approved, will typically pay a renewal fee upon execution of the renewal term. If approved, a franchisee may transfer a franchise agreement or SDA to a new or existing franchisee, at which point a transfer fee is paid. Occasionally, the Company offers incentive programs to franchisees in conjunction with a franchise/license agreement, territory agreement, or renewal agreement.

Internationally, the Company sells master franchise agreements that grant the master franchisee the right to develop and operate, and in some instances sub-franchise, a certain number of restaurants within a particular geographic area. The master franchisee is typically required to pay an upfront market entry fee upon entering into the master franchise agreement and an upfront initial franchise fee for each developed restaurant prior to each respective opening. For the Dunkin' brand and in certain Baskin-Robbins international markets, the master franchisee will also pay continuing fees, or royalty income, generally on a monthly basis based upon a percentage of sales. Generally, the master franchise agreement serves as the franchise agreement for the underlying restaurants, and the initial franchise term provided for each restaurant typically ranges between 10 and 20 years.

Generally, the franchise license granted for each individual restaurant within an arrangement represents a single performance obligation. Therefore, initial franchise fees and market entry fees for each arrangement are allocated to each individual restaurant and recognized over the term of the respective franchise agreement from the date of the restaurant opening. Royalty income is also recognized over the term of the respective franchise agreement based on the royalties earned each period as the underlying sales occur. Renewal fees are generally recognized over the renewal term for the respective restaurant from the start of the renewal period. Transfer fees are recognized over the remaining term of the franchise agreement beginning at the time of transfer. Incentives provided to franchisees in conjunction with a franchise/license agreement, territory agreement, or renewal agreement are recognized over the remaining term of the respective agreement. Fees received or receivable that are expected to be recognized as revenue within one year are classified as current deferred revenue in the consolidated balance sheets.

Advertising fees and related income

Domestically, franchise agreements typically require the franchisee to pay continuing advertising fees on a weekly basis based on a percentage of franchisee gross sales, which represents a portion of the consideration received for the single performance obligation of the franchise license. Continuing advertising fees are recognized over the term of the respective franchise agreement based on the fees earned each period as the underlying sales occur. Additionally, the Company accrues advertising expenses equivalent to advertising revenues, representing the Company's obligation to remit advertising fund contributions to affiliated entities of the Company to be used for advertising for each brand.

Licensing fees

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Licensing fees include fees generated pursuant to license agreements with wholly-owned subsidiaries of DBGI related to the use of Baskin-Robbins intellectual property in the sale of ice cream products to certain international markets, and are recognized when earned.

Other revenues

Other revenues include online training fees that are recognized over the term of the related agreement.

(i) Allowance for credit losses

We monitor the financial condition of our franchisees and licensees and estimate the allowance for credit losses based upon the lifetime expected loss on receivables. These estimates are based on historical collection experience with our franchisees and licensees as well as other factors, including those related to current market conditions and events. While we use the best information available in making our determination, the ultimate recovery of recorded receivables is also dependent upon future economic events and other conditions that may be beyond our control. Included in the allowance for credit losses is a provision for uncollectible royalty and advertising fee receivables.

(j) Income taxes

The Company is a single member limited liability company and is treated as a disregarded entity for federal and state income tax purposes. As a result, the Company generally does not incur U.S. income taxes. Instead, its earnings and losses flow up to its sole member and are ultimately included in the consolidated income tax returns of Inspire for the period subsequent to the Merger, or DBGI for periods prior to the Merger. Franchisor Holdco has not entered into a tax sharing agreement with Inspire or DBGI, nor does its limited liability company agreement provide for tax distributions. All cash is collected in an account held in the name of the Master Issuer regardless of the Company’s or its affiliates’ tax position. No specific dividends are required for tax payments. As a result, the accompanying consolidated statements of operations do not include a provision for U.S. income taxes. The Company incurs foreign tax expense attributable to foreign withholding taxes, which is recorded as provision for income taxes in the accompanying consolidated statements of operations.

(k) Concentration of credit risk

The Company is subject to credit risk through its accounts receivable consisting primarily of amounts due from franchisees and licensees for franchise fees, royalty income, and advertising fees. In addition, we have notes receivable from certain of our franchisees and licensees. The financial condition of these franchisees and licensees is largely dependent upon the underlying business trends of our brands and market conditions within the quick service restaurant industry. This concentration of credit risk is mitigated, in part, by the large number of franchisees and licensees of each brand and the short-term nature of the franchise and license fee receivables. As of December 26, 2020 and December 28, 2019, no franchisee or master licensee accounted for more than 10% of accounts, notes, and other receivables. No individual franchisee or master licensee accounted for more than 10% of total revenues for the 2020 successor or 2020 predecessor periods, and fiscal years 2019 or 2018.

(l) Recent accounting pronouncements

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued new guidance for financial instruments which requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company adopted this new guidance as of the first day of the 2020 predecessor period using the modified retrospective transition method. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.

(m) Subsequent events

Subsequent events have been evaluated up through March 23, 2021, the date these financial statements were available to be issued.

(3) Revenue recognition

(a) Disaggregation of revenue

Revenues are disaggregated by timing of revenue recognition as follows (in thousands):

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Successor Predecessor

12 days ended 352 days ended Fiscal years endedDecember 26,

2020December 14,

2020December 28,

2019December 29,

2018

Revenues recognized over time: Royalty income $ 17,279 $ 518,746 $ 570,424 $ 540,411 Franchise fees — 31,408 25,745 23,088 Advertising fees and related income 14,199 440,871 474,387 455,368 Licensing fees 574 15,694 17,570 16,798 Other revenues 110 2,907 3,104 3,141

Total revenues recognized over time 32,162 1,009,626 1,091,230 1,038,806

Revenues recognized at a point in time:Other revenues 12 588 1,072 991

Total revenues recognized at a point in time 12 588 1,072 991

Total revenues $ 32,174 $ 1,010,214 $ 1,092,302 $ 1,039,797

(b) Contract balances

Information about receivables and deferred revenue related to contracts with customers is as follows (in thousands):

Successor PredecessorDecember 26,

2020December 28,

2019December 29,

2018 Balance Sheet Classification

Receivables $ 49,500 $ 52,886 $ 50,693 Accounts, notes, and other receivables, net and Other assets

Deferred revenue:Current $ 1,512 $ 24,733 $ 23,232 Deferred revenue—currentLong-term 42,196 338,978 343,791 Deferred revenue—long term

Total $ 43,708 $ 363,711 $ 367,023

Receivables relate primarily to payments due for royalties, franchise fees, advertising fees, and licensing fees. Deferred revenue primarily represents the Company’s remaining performance obligations under its franchise and license agreements for which consideration has been received or is receivable, and is generally recognized on a straight-line basis over the remaining term of the related agreement.

The decrease in the deferred revenue balance as of December 26, 2020 was primarily driven by purchase accounting adjustments of $299.1 million. Additionally, the Company recognized $32.8 million of revenues in the 2020 predecessor period that were included in the opening deferred revenue balance for the 2020 predecessor period, offset by cash payments received or due in advance of satisfying our performance obligations.

The decrease in the deferred revenue balance as of December 28, 2019 was primarily driven by $27.1 million of revenues recognized that were included in the opening deferred revenue balance for the fiscal year ended December 28, 2019, offset by cash payments received or due in advance of satisfying our performance obligations.

As of December 26, 2020 and December 28, 2019, there were no contract assets from contracts with customers.

(4) Intangible assets

Our intangible assets consist of franchise rights that are more fully described in note 2(f) above. The gross carrying amount and accumulated amortization of intangible assets as of December 26, 2020 was $1.92 billion and $2.3 million, respectively.

Total estimated amortization expense for other intangible assets for fiscal years 2021 through 2025 is as follows (in thousands):

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Fiscal year:2021 $ 63,939 2022 64,046 2023 66,939 2024 66,939 2025 66,939

(5) Accounts payable and accrued expenses

Accounts payable and accrued expenses consisted of the following (in thousands):

Successor PredecessorDecember 26,

2020December 28,

2019Gift certificate liability $ 417 $ 2,135 Accrued legal and other settlements 3,456 3,830 Other 325 266

Total accounts payable and accrued expenses $ 4,198 $ 6,231

Effective fiscal year 2012, the Company no longer issues Baskin-Robbins gift certificates, as a subsidiary of DBI now issues Baskin-Robbins gift cards. The funds from the activation of gift cards and the related liability are recorded by this DBI subsidiary. The gift certificate liability recorded by the Company as of December 26, 2020 represents the balance of historical gift certificates sold for which the likelihood of redemption is more than remote. During the 2020 predecessor period, the Company recognized $1.7 million of gift card breakage within advertising fees and related income in the consolidated statements of operations as the Company determined the likelihood of redemption was remote.

(6) Commitments and contingencies

(a) Guarantees

In October 2017 and April 2019, the Master Issuer issued Senior Secured Fixed Rate Class A-2 Notes under a securitization financing facility, as well as Variable Funding Senior Secured Notes which allow for the issuance of up to $150.0 million of 2019 Variable Funding Notes and certain other credit instruments, including letters of credit. The Company and its subsidiaries are guarantors under the securitization financing, with substantially all of the Company’s assets being pledged as security for the repayment of the notes. As of December 26, 2020 and December 28, 2019, approximately $3.04 billion and $3.06 billion of notes were outstanding under the base indenture, respectively. Additionally, $116.0 million of borrowings and $33.1 million of letters of credit were outstanding under the 2019 Variable Funding Notes while $0.9 million of borrowing capacity remained available as of December 26, 2020.

(b) Management agreements

The Company, along with other affiliates, has entered into a management agreement with DBI, as the Company has no employees. Under the management agreement, DBI manages all franchise arrangements and third-party license agreements, including, among other things, performing the obligations and enforcing the rights of the Franchisors under new franchise agreements, collecting dividends and other distributions declared by the Franchisors on behalf of the Company, as well as other management services provided to affiliates that are subsidiaries of the Master Issuer. As compensation for the performance of its obligations under the management agreement, DBI is eligible to receive a management fee from the Master Issuer. Any management fees paid by the Master Issuer are not allocated to the Company, the Franchisors, or any other domestic subsidiary of the Master Issuer. Management fees paid by the Master Issuer totaled $6.4 million, $85.2 million, $194.7 million, and $185.6 million for the 2020 successor and 2020 predecessor periods, and fiscal years 2019 and 2018, respectively.

(c) Legal matters

From time to time, the Company is engaged in litigation arising in the ordinary course of its business as a franchisor. Such matters include disputes related to compliance with the terms of franchise and development agreements, including claims or threats of claims of breach of contract, negligence, and other alleged violations by the Company. At December 26, 2020 and December 28, 2019, inconsequential amounts were accrued in accounts payable and accrued expenses in the consolidated balance sheets to reflect the Company’s estimate of the probable loss in connection with these matters.

(7) Related-party transactions

(a) Dividend advances to affiliates

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All cash collections related to the Company’s franchise operations are deposited into an account held in the name of the Master Issuer. Cash generated by the franchise arrangements is not directly collected or held by the Company. Additionally, substantially all operating expenses of the Company are paid by the Master Issuer or DBI. The net cash collected by the Master Issuer and DBI on behalf of the Company in the 2020 successor period is recorded as dividends to parent, net in the consolidated statements of member’s equity (deficit).

The net cash collected by the Master Issuer and DBI on behalf of the Company, up to the amount of retained earnings for the Company, was recorded as dividends to parent, net in the statements of member’s equity (deficit) for the 2020 predecessor period and all prior periods. Any excess net cash collected by the Master Issuer and DBI in those periods was deemed an advance of future earnings, and was recorded as a dividend advance to affiliates in the accompanying consolidated balance sheets. Such amounts were not expected to be repaid to the Company, but it was anticipated that these amounts would be reflected as dividends to parent in future periods when the income was recognized. In periods when such income was recognized, the income in excess of cash collections was reflected as a reduction of dividend advances to affiliates in the accompanying consolidated balance sheets and included within dividends to parent, net in the consolidated statements of member’s equity (deficit). Dividends to parent, net are considered non-cash transactions for purposes of the consolidated statements of cash flows.

A summary of dividends to parent, net and the change in dividend advances to affiliates for the 2020 successor and 2020 predecessor periods, and fiscal years 2019 and 2018 is as follows (in thousands):

Successor Predecessor

12 days ended 352 days ended Fiscal year endedDecember 26,

2020December 14,

2020December 28,

2019December 29,

2018

Net revenues collected by Master Issuer $ 47,530 $ 972,739 $ 1,082,647 $ 1,045,968 Net expenses paid by Master Issuer and DBI (18,614) (437,928) (475,936) (457,343)

Net amount available for dividends 28,916 534,811 606,711 588,625 Dividends to parent, net 28,916 565,321 610,591 250,463

Net cash collections in excess of (less than) dividends to parent — (30,510) (3,880) 338,162

Dividend advances to affiliates, beginning balance — 342,518 346,398 8,236 Dividend advances to affiliates, ending balance $ — $ 312,008 $ 342,518 $ 346,398

(b) Transactions with affiliated entities

Continuing advertising fees are deposited into an account held in the name of the Master Issuer, and are subsequently withdrawn by DBI and affiliates for purposes of maintaining and administering the advertising funds in accordance with the franchise agreements. Advertising expenses in the consolidated statements of operations consists solely of such advertising fees that have been earned by the Company that have been or will be transferred to DBI and affiliates for purposes of advertising. The advertising due to affiliates balance in the consolidated balance sheets of $19.3 million and $20.1 million at December 26, 2020 and December 28, 2019, respectively, consists of advertising fees receivable that will be remitted to DBI and affiliates upon collection by the Master Issuer.

DBGI holds ownership interests in two joint ventures that franchise and operate restaurants in Japan and South Korea. As of December 26, 2020 and December 28, 2019, the Company had recorded $1.6 million and $1.2 million, respectively, of accounts receivable related to these joint ventures in the consolidated balance sheets. During the 2020 successor and 2020 predecessor periods, and fiscal years 2019 and 2018, the Company recognized $0.2 million, $6.8 million, $6.3 million, and $6.4 million, respectively, of royalties from these joint ventures.

On January 26, 2015, various licensing agreements were amended or assigned to the Company from DBI, through which the Company licenses the use of Baskin-Robbins intellectual property to wholly owned subsidiaries of DBGI for the sale of ice cream products to certain international markets. No consideration was exchanged for and there was no book value associated with these amended licensing agreements, accordingly no amounts have been recorded in the consolidated balance sheets related to these agreements. During the 2020 successor and 2020 predecessor periods, and fiscal years 2019 and 2018, the Company recognized licensing fees of $0.5 million, $15.3 million, $17.4 million, and $16.8 million, respectively, in the consolidated statements of operations under these licensing agreements, which are based on a percentage of retail sales at Baskin-Robbins restaurants located in the relevant international markets.

(8) Income taxes

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Income tax expense is comprised of current taxes related to foreign jurisdictions of $162 thousand, $3.1 million, $3.8 million, and $3.5 million for the 2020 successor and 2020 predecessor periods, and fiscal years 2019 and 2018, respectively.

The provision for income taxes differed from the expense computed using the statutory federal income tax rate of 21% for each of the 2020 successor and 2020 predecessor periods, and fiscal years 2019 and 2018 due to the following:

Successor Predecessor12 days ended 352 days ended Fiscal year ended

December 26,

2020December 14,

2020December 28,

2019December 29,

2018Computed federal income tax expense, at statutory rate 21.0 % 21.0 % 21.0 % 21.0 %Income of disregarded entities included in taxable income of their single member (21.0) (21.0) (21.0) (21.0) Foreign withholding taxes 1.0 0.5 0.6 0.6 Effective tax rate 1.0 % 0.5 % 0.6 % 0.6 %

As discussed in note 2(j), the Company does not record a provision for income taxes for the limited liability companies that are treated as disregarded entities for U.S. income tax purposes. The Company's income before income taxes of $15.5 million, $568.4 million, $614.4 million, and $580.7 million for the 2020 successor and 2020 predecessor periods, and fiscal years 2019 and 2018, respectively, consists solely of earnings attributable to these limited liability companies. If the Company had recorded a provision for income taxes using an effective tax rate of 25.0% for the 2020 successor period and 28.0% for each of the 2020 predecessor period, and fiscal years 2019 and 2018, representing Inspire and DBGI's approximate U.S. federal and state income tax rates, without consideration given to any enacted future tax rate changes, total tax expense for the Company for the 2020 successor and 2020 predecessor periods, and fiscal years 2019 and 2018 would have been approximately $3.9 million, $159.2 million, $172.0 million, and $162.6 million, respectively. (unaudited)

(9) Acquisition by Inspire

On December 15, 2020, Merger Sub, an indirect wholly-owned subsidiary of Inspire, acquired all of the issued and outstanding shares of DBGI's common stock and completed the Merger with and into DBGI, with DBGI continuing as the surviving corporation, and by result of the Merger became a wholly-owned subsidiary of Inspire. Total consideration paid for all outstanding equity and equity-based awards of DBGI in connection with the transaction was $8.9 billion.

Inspire will account for the Merger as a business combination using the acquisition method of accounting and has elected to apply pushdown accounting to the Company. The tangible and intangible assets acquired and liabilities assumed and pushed down to the Company are as follows:

AssetsCash and cash equivalents $ 15,836 Accounts, notes, and other receivables 63,859 Intangible assets 1,919,000 Other assets 392

Total assets $ 1,999,087

LiabilitiesAccounts payable and accrued expenses $ 4,364 Deferred revenue 42,787 Advertising due to affiliates 23,478 Other long-term liabilities 1,339

Total liabilities $ 71,968

Net assets after pushdown accounting $ 1,927,119

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DB FRANCHISING HOLDING COMPANY LLCSupplemental Schedule - 2020 Predecessor Consolidated Balance Sheet

(In thousands)

PredecessorDecember 14,

2020AssetsCurrent assets:

Cash and cash equivalents $ 15,836 Accounts, notes, and other receivables, net of allowances of $5,270 63,859

Total current assets 79,695 Dividend advances to affiliates 312,008 Other assets 392

Total assets $ 392,095 Liabilities and Member’s EquityCurrent liabilities:

Accounts payable and accrued expenses $ 4,364 Deferred revenue 24,520 Advertising due to affiliates 23,478

Total current liabilities 52,362 Deferred revenue 317,330 Other long-term liabilities 1,339

Total liabilities 371,031 Member’s equity:

Member’s equity 21,064 Total member’s equity 21,064 Total liabilities and member’s equity $ 392,095

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BASKIN-ROBBINS FRANCHISING LLC

Financial Statements

As of December 26, 2020 (Successor) and December 28, 2019 (Predecessor) and for the period from December 15, 2020 through December 26, 2020 (Successor), the period from December 29, 2019 through December 14, 2020 (Predecessor), and the fiscal years ended

December 28, 2019 (Predecessor) and December 29, 2018 (Predecessor)

(With Independent Auditors’ Reports Thereon)

130

INDEPENDENT AUDITORS’ REPORT 

The Board of Managers and Member Baskin‐Robbins Franchising LLC 

We have audited the accompanying financial statements of Baskin‐Robbins Franchising LLC (the “Company” and an indirect wholly owned subsidiary of Inspire Brands, Inc.), which comprise the balance sheet as of December 26, 2020 (successor), and the related consolidated statements of operation, member's equity (deficit), and cash flows for the period from December 15, 2020 to December 26, 2020 (successor), and the related notes to the financial statements. 

Management’s Responsibility for the Financial Statements 

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. 

Auditors’ Responsibility 

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 

Opinion 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 26, 2020 (successor), and the results of its operations and its cash flows for the period from December 15, 2020 to December 26, 2020 (successor) in accordance with accounting principles generally accepted in the United States of America. 

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‐ 2 ‐ 

Predecessor Auditors’ Opinion on December 14, 2020 (Predecessor), December 28, 2019, and December 29, 2018 (Predecessor) Financial Statements 

The financial statement of the Company as of December 14, 2020 (predecessor) and December 28, 2019 (predecessor) and the period from December 29, 2019 to December 14, 2020 (predecessor) and the years ended December 28, 2019 (predecessor) and December 29, 2018 (predecessor) were audited by other auditors, whose report, dated February 26, 2021, expressed an unmodified opinion on those consolidated financial statements. 

Emphasis of Matters 

As discussed in Notes 1 and 9, the Company was acquired by Inspire Brands, Inc. on December 15, 2020. In accordance with the acquisition method of accounting, the Company’s assets and liabilities have been adjusted to their estimated fair values as of the date of the acquisition. As a result, the Company’s financial statements for the periods prior to the date of acquisition (the predecessor periods) are not comparable to the period after the date of acquisition (the successor period). 

We draw attention to Note 7, which contains disclosures about the business and operations of the Company and the nature and extent of transaction with related parties. The accompanying consolidated financial statements have been prepared from the separate records maintained by the Company and are not necessarily indicative of the Company’s financial position or the results of its operations and its cash flows if it were dealing with unrelated parties. 

Our opinion is not modified with respect to these matters. 

 

March 23, 2021 

132

Independent Auditors’ Report

The Board of Managers and Member

Baskin-Robbins Franchising LLC:

We have audited the accompanying predecessor financial statements of Baskin-Robbins Franchising LLC,

which comprise the balance sheet as of December 28, 2019, and the statements of operations, member’s

equity (deficit), and cash flows for the 352-day period ended December 14, 2020 and the fiscal years ended

December 28, 2019 and December 29, 2018, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in

accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and

maintenance of internal control relevant to the preparation and fair presentation of financial statements that are

free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted

our audits in accordance with auditing standards generally accepted in the United States of America. Those

standards require that we plan and perform the audit to obtain reasonable assurance about whether the

financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the

financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of

the risks of material misstatement of the financial statements, whether due to fraud or error. In making those

risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation

of the financial statements in order to design audit procedures that are appropriate in the circumstances, but

not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we

express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and

the reasonableness of significant accounting estimates made by management, as well as evaluating the overall

presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial

position of Baskin-Robbins Franchising LLC as of December 28, 2019, and the results of its operations and its

cash flows for the 352-day period ended December 14, 2020 and the fiscal years ended December 28, 2019

and December 29, 2018, in accordance with U.S. generally accepted accounting principles.

KPMG LLPTwo Financial Center60 South StreetBoston, MA 02111

KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.

133

2

Other Matter

Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The

supplemental schedule – 2020 predecessor balance sheet is presented for purposes of additional analysis and

is not a required part of the financial statements. Such information is the responsibility of management and was

derived from and relates directly to the underlying accounting and other records used to prepare the financial

statements. The information has been subjected to the auditing procedures applied in the audit of the financial

statements and certain additional procedures, including comparing and reconciling such information directly to

the underlying accounting and other records used to prepare the financial statements or to the financial

statements themselves, and other additional procedures in accordance with auditing standards generally

accepted in the United States of America. In our opinion, the information is fairly stated in all material respects

in relation to the financial statements as a whole.

Boston, Massachusetts

February 26, 2021

134

BASKIN-ROBBINS FRANCHISING LLCBalance Sheets(In thousands)

Successor PredecessorDecember 26,

2020December 28,

2019AssetsCurrent assets:

Cash and cash equivalents $ 3,828 $ 3,838 Accounts, notes, and other receivables, net of allowances of $913 as of December 28, 2019 4,314 4,096

Total current assets 8,142 7,934 Dividend advances to affiliates — 19,114 Intangible assets 164,293 — Other assets 158 198

Total assets $ 172,593 $ 27,246 Liabilities and Member’s EquityCurrent liabilities:

Accounts payable and accrued expenses $ 559 $ 2,199 Deferred revenue 184 1,721 Advertising due to affiliates 1,302 1,248

Total current liabilities 2,045 5,168 Deferred revenue 349 13,014

Total liabilities 2,394 18,182 Commitments and contingencies (note 6)Member’s equity:

Member’s equity 170,199 9,064 Total member’s equity 170,199 9,064 Total liabilities and member’s equity $ 172,593 $ 27,246

See accompanying notes to financial statements.

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BASKIN-ROBBINS FRANCHISING LLCStatements of Operations

(In thousands)

Successor Predecessor12 days ended 352 days ended Fiscal year ended

December 26,

2020December 14,

2020December 28,

2019December 29,

2018Revenues:

Franchise fees and royalty income $ 960 $ 38,021 $ 39,473 $ 38,388 Advertising fees and related income 557 30,784 27,961 27,495 Licensing fees 541 15,307 17,380 16,793 Other revenues 15 456 517 584

Total revenues 2,073 84,568 85,331 83,260 Operating costs and expenses:

Advertising expenses 557 29,081 27,961 27,495 Amortization of intangible assets 207 — — — Other operating costs and expenses 6 164 342 105

Total operating costs and expenses 770 29,245 28,303 27,600 Operating income 1,303 55,323 57,028 55,660

Other income (expense), net:Interest income — 30 70 53 Foreign currency gain (loss), net 1 (21) (68) (124)

Total other income (expense), net 1 9 2 (71) Income before income taxes 1,304 55,332 57,030 55,589

Provision for income taxes 48 895 874 811 Net income $ 1,256 $ 54,437 $ 56,156 $ 54,778

See accompanying notes to financial statements.

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BASKIN-ROBBINS FRANCHISING LLCStatements of Member’s Equity (Deficit)

(In thousands)

Member’s equityRetained earnings

(accumulated deficit)Total member’s equity

(deficit)Predecessor:

Balance at December 30, 2017 $ 9,064 $ (15,129) $ (6,065) Net income — 54,778 54,778 Dividends to affiliates, net — (39,649) (39,649)

Balance at December 29, 2018 9,064 — 9,064 Net income — 56,156 56,156 Dividends to affiliates, net — (56,156) (56,156)

Balance at December 28, 2019 9,064 — 9,064 Net income — 54,437 54,437 Dividends to affiliates, net — (54,437) (54,437)

Balance at December 14, 2020 9,064 — 9,064

Successor:Balance at December 15, 2020 (note 9) 170,481 — 170,481

Net income — 1,256 1,256 Dividends to affiliates, net (282) (1,256) (1,538)

Balance at December 26, 2020 $ 170,199 $ — $ 170,199

See accompanying notes to financial statements.

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BASKIN-ROBBINS FRANCHISING LLCStatements of Cash Flows

(In thousands)

Successor Predecessor12 days ended 352 days ended Fiscal year ended

December 26,

2020December 14,

2020December 28,

2019December 29,

2018Cash flows from operating activities:

Net income $ 1,256 $ 54,437 $ 56,156 $ 54,778 Adjustments to reconcile net income to net cash used in

operating activities:Revenues, net and deferred revenue collected by affiliates (1,538) (51,627) (55,170) (54,583) Amortization of intangible assets 207 — — — Provision for credit losses — 57 267 2 Change in operating assets and liabilities:

Accounts, notes, and other receivables, net 159 (434) (627) (72) Other assets 4 36 51 (206) Advertising due to affiliates (148) 202 82 234 Accounts payable and accrued expenses (30) (1,610) (48) (30) Deferred revenue 90 (1,071) (722) (154)

Net cash used in operating activities — (10) (11) (31) Decrease in cash and cash equivalents — (10) (11) (31)

Cash and cash equivalents, beginning of period 3,828 3,838 3,849 3,880 Cash and cash equivalents, end of period $ 3,828 $ 3,828 $ 3,838 $ 3,849

See accompanying notes to financial statements.

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BASKIN-ROBBINS FRANCHISING LLCNotes to Financial Statements

(1) Description of business

Baskin-Robbins Franchising LLC (the “Company” or “BR Franchisor”) is a wholly-owned subsidiary of DB Franchising Holding Company LLC (“Franchisor Holdco”), which is wholly owned by DB Master Finance LLC (“the Master Issuer”). The Master Issuer, Franchisor Holdco, and BR Franchisor are all indirect wholly-owned subsidiaries of Dunkin’ Brands Group, Inc. (“DBGI”), whose ultimate parent company is Inspire Brands, Inc. (“Inspire”). Due to its limited liability status, the Company’s sole member, Franchisor Holdco, shall not be obligated for any debt, obligation, or liability of the Company solely by reason of being a member.

DBGI franchises and licenses a system of both traditional and nontraditional quick service restaurants. BR Franchisor and related entities franchise restaurants featuring ice cream, frozen beverages, and related products.

On December 15, 2020, Vale Merger Sub, Inc. (“Merger Sub”), an indirect wholly-owned subsidiary of Inspire, acquired all of the issued and outstanding shares of DBGI's common stock and completed a merger with and into DBGI (“the Merger”), with DBGI continuing as the surviving corporation, and by result of the Merger became a wholly-owned subsidiary of Inspire.

The balance sheet as of December 26, 2020 and the related statements of operations, member’s equity (deficit) and cash flows for the twelve days ended December 26, 2020 (“2020 successor”) represent the Company’s ownership under Inspire and are referred to as the financial statements of the successor Company. The Company elected to apply pushdown accounting and therefore the financial statements of the successor Company include the effects of purchase accounting allocable to BR Franchisor as a result of the Merger (see note 9).

The balance sheet as of December 28, 2019 and the related statements of operations, member's equity (deficit) and cash flows for the 352 days ended December 14, 2020 (“2020 predecessor”), and the fiscal years ended December 28, 2019 and December 29, 2018 represent the Company's ownership under DBGI prior to the Merger. Collectively, these financial statements are referred to as the financial statements of the predecessor Company.

Throughout these financial statements, “we,” “us,” and “our” refer to Baskin-Robbins Franchising LLC.

The Company’s primary business purpose is, among other things, to enter into and serve as franchisor under all master franchise, store development, franchise, license, or similar agreements (collectively, “Franchising Agreements”) relating to Baskin-Robbins points of distribution located in the United States and certain international markets.

The Company, along with Franchisor Holdco, the Master Issuer, and other affiliates, has entered into a management agreement with Dunkin’ Brands, Inc. (“DBI”), a subsidiary of DBGI, under which DBI performs certain services related to franchise arrangements and other assets held by the Company, including collecting franchisee payments, causing the Company to enter into new franchise arrangements, and providing pre-opening and post-opening services for franchisees (see note 6(b)). All revenues generated by the franchise arrangements are recorded by the Company and, when collected, are deposited into an account held in the name of the Master Issuer. Cash generated by the franchise arrangements is not directly collected or held by the Company. In exchange for providing its services, DBI is eligible to receive management fees from the Master Issuer on behalf of all the Master Issuer’s subsidiaries, including the Company. Neither the expenses incurred by DBI to fulfill its responsibilities under the management agreement, nor any management fees to compensate DBI for those services provided, are allocated to BR Franchisor, because there is no reasonable basis for such allocation. Therefore, no franchising-related expenses are included in the accompanying statements of operations.

(2) Summary of significant accounting policies

(a) Fiscal year

The Company operates and reports financial information on a 52- or 53-week year with the fiscal year ending on the last Saturday in December. The data periods contained within the fiscal years ended 2019 and 2018 reflect the results of operations for the 52-week periods ended December 28, 2019 and December 29, 2018, respectively. The data periods contained within the 2020 successor and 2020 predecessor periods reflect the results of operations for the 12-day and 352-day periods ended December 26, 2020 and December 14, 2020, respectively.

(b) Basis of presentation and consolidation

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The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

We consolidate entities in which we have a controlling financial interest, the usual condition of which is ownership of a majority voting interest. We also consider for consolidation an entity, in which we have certain interests, where the controlling financial interest may be achieved through arrangements that do not involve voting interests. Such an entity, known as a variable interest entity (“VIE”), is required to be consolidated by its primary beneficiary. The primary beneficiary is the entity that possesses the power to direct the activities of the VIE that most significantly impact its economic performance and has the obligation to absorb losses or the right to receive benefits from the VIE that are significant to it.

The Company has entered into an agreement with SVC Service II Inc. (“SVC”), a wholly-owned subsidiary of DBI, through which SVC operates the gift card program as part of the marketing efforts under the Baskin-Robbins brand. Through this agreement, SVC is entitled to receive from the Company a service fee in exchange for providing services, which could include reimbursement for any gift card administration expenses that are not otherwise funded through gift card breakage income or other sources. Therefore, although we do not possess any ownership interest, we possess a variable interest in SVC. However, the Company does not have the power to direct the activities that most significantly impact SVC’s economic performance, and therefore is not the primary beneficiary of SVC. The Company cannot quantify its maximum exposure to loss resulting from its involvement with SVC given the uncertainty in future unfunded gift card administration expenses. Through each of December 26, 2020 and December 14, 2020, the Company has not reimbursed any unfunded gift card administration expenses.

(c) Accounting estimates

The preparation of financial statements in conformity with U.S. GAAP requires the use of estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements and for the period then ended. Significant estimates are made in the calculations and assessments of the following: (a) allowance for credit losses, (b) gift certificate breakage, (c) contingencies, (d) revenue recognition, and (e) fair value estimates used for our purchase accounting adjustments. Estimates are based on historical experience, current conditions, and various other assumptions that are believed to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities when they are not readily apparent from other sources. We adjust such estimates and assumptions when facts and circumstances dictate. Actual results may differ from these estimates under different assumptions or conditions.

(d) Cash and cash equivalents

The Company continually monitors its positions with, and the credit quality of, the financial institutions in which it maintains its deposits and investments. As of December 26, 2020 and December 28, 2019, we maintained balances in various cash accounts in excess of federally insured limits. All highly liquid instruments purchased with an original maturity of three months or less are considered cash equivalents.

Cash held related to the Company’s gift certificate program is classified as unrestricted cash as there are no legal restrictions on the use of these funds; however, the Company intends to use these funds solely to support the gift certificate programs rather than to fund operations. Total cash balances related to the gift certificate programs as of December 26, 2020 and December 28, 2019 were $826 thousand and $836 thousand, respectively.

(e) Fair value of financial instruments

The carrying amounts of accounts, notes, and other receivables and accounts payable and accrued expenses approximate fair value because of their short-term nature.

(f) Intangible assets

Intangible assets consist of franchise and license rights (“franchise rights”). Franchise rights in the balance sheets were valued at the date of acquisition based on the present value of the estimated future cash flows to be received over the remaining contract terms, including anticipated renewal periods (see note 9). Amortization of franchise rights is recorded as amortization expense in the statements of operations and amortized using the straight-line method over a weighted-average period of approximately 27 years, which represents the period over which cash flows are expected to be generated.

Intangible assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable through undiscounted future cash flows, or when such franchise rights are reduced or terminated. Recognition and measurement of a potential impairment is performed on assets grouped with other assets and liabilities at the lowest level where identifiable cash flows are largely independents of the cash flows of other assets and liabilities. An

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impairment loss is the amount by which the carrying amount of the intangible asset or group exceeds its estimated fair value. No impairment of intangible assets was recorded during the 2020 successor period.

(g) Contingencies

The Company records reserves for legal and other contingencies when information available to the Company indicates that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Predicting the outcomes of claims and litigation and estimating the related costs and exposures involve substantial uncertainties that could cause actual costs to vary materially from estimates.

(h) Revenue recognition

Revenue is recognized in accordance with a five-step revenue model, as follows: identifying the contract with the customer; identifying the performance obligations in the contract; determining the transaction price; allocating the transaction price to the performance obligations; and recognizing revenue when (or as) the entity satisfies a performance obligation.

Franchise fees and royalty income

Domestically, the Company sells individual franchises as well as territory agreements in the form of store development agreements (“SDAs”) that grant the right to develop restaurants in designated areas. The franchise agreements and SDAs typically require the franchisee to pay initial nonrefundable franchise fees prior to opening the respective restaurants and continuing fees, or royalty income, on a weekly basis based upon a percentage of franchisee gross sales. The initial term of domestic franchise agreements is typically 20 years. Prior to the end of the franchise term or as otherwise provided by the Company, a franchisee may elect to renew the term of a franchise agreement and, if approved, will typically pay a renewal fee upon execution of the renewal term. If approved, a franchisee may transfer a franchise agreement or SDA to a new or existing franchisee, at which point a transfer fee is paid. Occasionally, the Company offers incentive programs to franchisees in conjunction with a franchise/license agreement, territory agreement, or renewal agreement.

Internationally, the Company sells master franchise agreements that grant the master franchisee the right to develop and operate, and in some instances sub-franchise, a certain number of restaurants within a particular geographic area. The master franchisee is typically required to pay an upfront market entry fee upon entering into the master franchise agreement and an upfront initial franchise fee for each developed restaurant prior to each respective opening. In certain Baskin-Robbins international markets, the master franchisee will also pay continuing fees, or royalty income, generally on a monthly basis based upon a percentage of sales. Generally, the master franchise agreement serves as the franchise agreement for the underlying restaurants, and the initial franchise term provided for each restaurant typically ranges between 10 and 20 years.

Generally, the franchise license granted for each individual restaurant within an arrangement represents a single performance obligation. Therefore, initial franchise fees and market entry fees for each arrangement are allocated to each individual restaurant and recognized over the term of the respective franchise agreement from the date of the restaurant opening. Royalty income is also recognized over the term of the respective franchise agreement based on the royalties earned each period as the underlying sales occur. Renewal fees are generally recognized over the renewal term for the respective restaurant from the start of the renewal period. Transfer fees are recognized over the remaining term of the franchise agreement beginning at the time of transfer. Incentives provided to franchisees in conjunction with a franchise/license agreement, territory agreement, or renewal agreement are recognized over the remaining term of the respective agreement. Fees received or receivable that are expected to be recognized as revenue within one year are classified as current deferred revenue in the balance sheets.

Advertising fees and related income

Domestically, franchise agreements typically require the franchisee to pay continuing advertising fees on a weekly basis based on a percentage of franchisee gross sales, which represents a portion of the consideration received for the single performance obligation of the franchise license. Continuing advertising fees are recognized over the term of the respective franchise agreement based on the fees earned each period as the underlying sales occur. Additionally, the Company accrues advertising expenses equivalent to advertising revenues, representing the Company's obligation to remit advertising fund contributions to affiliated entities of the Company to be used for advertising for the Baskin-Robbins brand.

Licensing fees

Licensing fees include fees generated pursuant to license agreements with wholly-owned subsidiaries of DBGI related to the use of Baskin-Robbins intellectual property in the sale of ice cream products to certain international markets, and are recognized when earned.

Other revenues

Other revenues include online training fees that are recognized over the term of the related agreement.

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(i) Allowance for credit losses

We monitor the financial condition of our franchisees and licensees and estimate the allowance for credit losses based upon the lifetime expected loss on receivables. These estimates are based on historical collection experience with our franchisees and licensees as well as other factors, including those related to current market conditions and events. While we use the best information available in making our determination, the ultimate recovery of recorded receivables is also dependent upon future economic events and other conditions that may be beyond our control. Included in the allowance for credit losses is a provision for uncollectible royalty and advertising fee receivables.

(j) Income taxes

The Company is a single member limited liability company and is treated as a disregarded entity for federal and state income tax purposes. As a result, the Company generally does not incur U.S. income taxes. Instead, its earnings and losses flow up to its sole member and are ultimately included in the consolidated income tax returns of Inspire for the period subsequent to the Merger, or DBGI for periods prior to the Merger. BR Franchisor has not entered into a tax sharing agreement with Inspire or DBGI, nor does its limited liability company agreement provide for tax distributions. All cash is collected in an account held in the name of the Master Issuer regardless of the Company’s or its affiliates’ tax position. No specific dividends are required for tax payments. As a result, the accompanying statements of operations do not include a provision for U.S. income taxes. The Company incurs foreign tax expense attributable to foreign withholding taxes, which is recorded as provision for income taxes in the accompanying statements of operations.

(k) Concentration of credit risk

The Company is subject to credit risk through its accounts receivable consisting primarily of amounts due from franchisees and licensees for franchise fees, royalty income, and advertising fees. In addition, we have notes receivable from certain of our franchisees and licensees. The financial condition of these franchisees and licensees is largely dependent upon the underlying business trends of the Baskin-Robbins brand and market conditions within the quick service restaurant industry. This concentration of credit risk is mitigated, in part, by the large number of franchisees and licensees and the short-term nature of the franchise and license fee receivables. As of December 26, 2020 and December 28, 2019, one franchisee accounted for approximately 27% and 24%, respectively, of accounts, notes, and other receivables. No individual franchisee or master licensee accounted for more than 10% of total revenues for the 2020 successor or 2020 predecessor periods, and fiscal years 2019 or 2018.

(l) Recent accounting pronouncements

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued new guidance for financial instruments which requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company adopted this new guidance as of the first day of the 2020 predecessor period using the modified retrospective transition method. The adoption of this guidance did not have a material impact on the Company's financial statements.

(m) Subsequent events

Subsequent events have been evaluated up through March 23, 2021, the date these financial statements were available to be issued.

(3) Revenue recognition

(a) Disaggregation of revenue

Revenues are disaggregated by timing of revenue recognition as follows (in thousands):

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Successor Predecessor

12 days ended 352 days ended Fiscal years endedDecember 26,

2020December 14,

2020December 28,

2019December 29,

2018

Revenues recognized over time: Royalty income $ 960 $ 36,067 $ 37,230 $ 36,600 Franchise fees — 1,954 2,243 1,788 Advertising fees and related income 557 30,784 27,961 27,495 Licensing fees 541 15,307 17,380 16,793 Other revenues 12 290 319 325

Total revenues recognized over time 2,070 84,402 85,133 83,001

Revenues recognized at a point in time:Other revenues 3 166 198 259

Total revenues recognized at a point in time 3 166 198 259

Total revenues $ 2,073 $ 84,568 $ 85,331 $ 83,260

(b) Contract balances

Information about receivables and deferred revenue related to contracts with customers is as follows (in thousands):

Successor PredecessorDecember 26,

2020December 28,

2019December 29,

2018 Balance Sheet Classification

Receivables $ 4,472 $ 4,294 $ 3,736 Accounts, notes, and other receivables, net and Other assets

Deferred revenue:Current $ 184 $ 1,721 $ 1,722 Deferred revenue—currentLong-term 349 13,014 13,735 Deferred revenue—long term

Total $ 533 $ 14,735 $ 15,457

Receivables relate primarily to payments due for royalties, franchise fees, advertising fees, and licensing fees. Deferred revenue primarily represents the Company’s remaining performance obligations under its franchise and license agreements for which consideration has been received or is receivable, and is generally recognized on a straight-line basis over the remaining term of the related agreement.

The decrease in the deferred revenue balance as of December 26, 2020 was primarily driven by purchase accounting adjustments of $13.2 million. Additionally, the Company recognized $2.2 million of revenues in the 2020 predecessor period that were included in the opening deferred revenue balance for the 2020 predecessor period, offset by cash payments received or due in advance of satisfying our performance obligations.

The decrease in the deferred revenue balance as of December 28, 2019 was primarily driven by $2.5 million of revenues recognized that were included in the opening deferred revenue balance for the fiscal year ended December 28, 2019, offset by cash payments received or due in advance of satisfying our performance obligations.

As of December 26, 2020 and December 28, 2019, there were no contract assets from contracts with customers.

(4) Intangible assets

Our intangible assets consist of franchise rights that are more fully described in note 2(f) above. The gross carrying amount and accumulated amortization of intangible assets as of December 26, 2020 was $164.5 million and $0.2 million, respectively.

Total estimated amortization expense for other intangible assets for fiscal years 2021 through 2025 is as follows (in thousands):

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Fiscal year:2021 $ 5,804 2022 5,813 2023 6,054 2024 6,054 2025 6,054

(5) Accounts payable and accrued expenses

Accounts payable and accrued expenses consisted of the following (in thousands):

Successor PredecessorDecember 26,

2020December 28,

2019Gift certificate liability $ 417 $ 2,135 Accrued legal and other settlements 66 37 Other 76 27

Total accounts payable and accrued expenses $ 559 $ 2,199

Effective fiscal year 2012, the Company no longer issues Baskin-Robbins gift certificates, as a subsidiary of DBI now issues Baskin-Robbins gift cards. The funds from the activation of gift cards and the related liability are recorded by this DBI subsidiary. The gift certificate liability recorded by the Company as of December 26, 2020 and December 28, 2019 represents the balance of historical gift certificates sold for which the likelihood of redemption is more than remote. During the 2020 predecessor period, the Company recognized $1.7 million of gift card breakage within advertising fees and related income in the consolidated statements of operations as the Company determined the likelihood of redemption was remote.

(6) Commitments and contingencies

(a) Guarantees

In October 2017 and April 2019, the Master Issuer issued Senior Secured Fixed Rate Class A-2 Notes under a securitization financing facility, as well as Variable Funding Senior Secured Notes which allow for the issuance of up to $150.0 million of 2019 Variable Funding Notes and certain other credit instruments, including letters of credit. The Company is a guarantor under the securitization financing, with substantially all of the Company’s assets being pledged as security for the repayment of the notes. As of December 26, 2020 and December 28, 2019, approximately $3.04 billion and $3.06 billion of notes were outstanding under the base indenture, respectively. Additionally, $116.0 million of borrowings and $33.1 million of letters of credit were outstanding under the 2019 Variable Funding Notes while $0.9 million of borrowing capacity remained available as of December 26, 2020.

(b) Management agreements

The Company, along with other affiliates, has entered into a management agreement with DBI, as the Company has no employees. Under the management agreement, DBI manages all franchise arrangements and third-party license agreements, including, among other things, performing the obligations and enforcing the rights of the Company under new franchise agreements, collecting dividends and other distributions declared by the Company, as well as other management services provided to affiliates that are subsidiaries of the Master Issuer. As compensation for the performance of its obligations under the management agreement, DBI is eligible to receive a management fee from the Master Issuer. Any management fees paid by the Master Issuer are not allocated to the Company or any other domestic subsidiary of the Master Issuer. Management fees paid by the Master Issuer totaled $6.4 million, $85.2 million, $194.7 million, and $185.6 million for the 2020 successor and 2020 predecessor periods, and fiscal years 2019 and 2018, respectively.

(c) Legal matters

From time to time, the Company is engaged in litigation arising in the ordinary course of its business as a franchisor. Such matters include disputes related to compliance with the terms of franchise and development agreements, including claims or threats of claims of breach of contract, negligence, and other alleged violations by the Company. At December 26, 2020 and December 28, 2019, inconsequential amounts were accrued in accounts payable and accrued expenses in the balance sheets to reflect the Company’s estimate of the probable loss in connection with these matters.

(7) Related-party transactions

(a) Dividend advances to affiliates

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All cash collections related to the Company’s franchise operations are deposited into an account held in the name of the Master Issuer. Cash generated by the franchise arrangements is not directly collected or held by the Company. Additionally, substantially all operating expenses of the Company are paid by the Master Issuer or DBI. The net cash collected by the Master Issuer and DBI on behalf of the Company in the 2020 successor period is recorded as dividends to affiliates, net in the statements of member’s equity (deficit).

The net cash collected by the Master Issuer and DBI on behalf of the Company, up to the amount of retained earnings for the Company, was recorded as dividends to affiliates, net in the statements of member’s equity (deficit) for the 2020 predecessor period and all prior periods. Any excess net cash collected by the Master Issuer and DBI in those periods was deemed an advance of future earnings, and was recorded as a dividend advance to affiliates in the accompanying balance sheets. Such amounts were not expected to be repaid to the Company, but it was anticipated that these amounts would be reflected as dividends to affiliates in future periods when the income was recognized. In periods when such income was recognized, the income in excess of cash collections was reflected as a reduction of dividend advances to affiliates in the accompanying balance sheets and included within dividends to affiliates, net in the statements of member’s equity (deficit). Dividends to affiliates, net are considered non-cash transactions for purposes of the statements of cash flows.

A summary of dividends to affiliates, net and the change in dividend advances to affiliates for the 2020 successor and 2020 predecessor periods, and fiscal years 2019 and 2018 is as follows (in thousands):

Successor Predecessor12 days ended 352 days ended Fiscal year endedDecember 26,

2020December 14,

2020December 28,

2019December 29,

2018

Net revenues collected by Master Issuer $ 2,244 $ 80,558 $ 83,103 $ 81,897 Net expenses paid by Master Issuer and DBI (706) (28,931) (27,933) (27,314)

Net amount available for dividends 1,538 51,627 55,170 54,583 Dividends to affiliates, net 1,538 54,437 56,156 39,649

Net cash collections in excess of (less than) dividends to affiliates — (2,810) (986) 14,934

Dividend advances to affiliates, beginning balance — 19,114 20,100 5,166 Dividend advances to affiliates, ending balance $ — $ 16,304 $ 19,114 $ 20,100

(b) Transactions with affiliated entities

Continuing advertising fees are deposited into an account held in the name of the Master Issuer, and are subsequently withdrawn by DBI and affiliates for purposes of maintaining and administering the advertising funds in accordance with the franchise agreements. Advertising expenses in the statements of operations consists solely of such advertising fees that have been earned by the Company that have been or will be transferred to DBI and affiliates for purposes of advertising. The advertising due to affiliates balance in the balance sheets of $1.3 million and $1.2 million as of December 26, 2020 and December 28, 2019, respectively, consists of advertising fees receivable that will be remitted to DBI and affiliates upon collection by the Master Issuer.

DBGI holds ownership interests in two joint ventures that franchise and operate restaurants in Japan and South Korea. At December 26, 2020 and December 28, 2019, the Company had recorded $1.3 million and $903 thousand, respectively, of accounts receivable related to these joint ventures in the balance sheets. During the 2020 successor and 2020 predecessor periods, and fiscal years 2019 and 2018, the Company recognized $0.2 million, $6.1 million, $5.6 million, and $5.7 million, respectively, of royalties from these joint ventures.

On January 26, 2015, various licensing agreements were amended or assigned to the Company from DBI, through which the Company licenses the use of Baskin-Robbins intellectual property to wholly owned subsidiaries of DBGI for the sale of ice cream products to certain international markets. No consideration was exchanged for and there was no book value associated with these amended licensing agreements, accordingly no amounts have been recorded in the balance sheets related to these agreements. During the 2020 successor and 2020 predecessor periods, and fiscal years 2019 and 2018, the Company recognized licensing fees of $0.5 million, $15.3 million, $17.4 million, and $16.8 million, respectively, in the statements of operations under these licensing agreements, which are based on a percentage of retail sales at Baskin-Robbins restaurants located in the relevant international markets.

(8) Income taxes

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Income tax expense is comprised of current taxes related to foreign jurisdictions of $48 thousand, $895 thousand, $874 thousand, and $811 thousand for the 2020 successor and 2020 predecessor periods, and fiscal years 2019 and 2018, respectively.

The provision for income taxes differed from the expense computed using the statutory federal income tax rate of 21% for each of the 2020 successor and 2020 predecessor periods, and fiscal years 2019 and 2018 due to the following:

Successor Predecessor12 days ended 352 days ended Fiscal year ended

December 26,

2020December 14,

2020December 28,

2019December 29,

2018Computed federal income tax expense, at statutory rate 21.0 % 21.0 % 21.0 % 21.0 %Income of disregarded entities included in taxable income of their single member (21.0) (21.0) (21.0) (21.0) Foreign withholding taxes 3.7 1.6 1.5 1.5 Effective tax rate 3.7 % 1.6 % 1.5 % 1.5 %

As discussed in note 2(j), the Company does not record a provision for income taxes for the limited liability companies that are treated as disregarded entities for U.S. income tax purposes. The Company's income before income taxes of $1.3 million, $55.3 million, $57.0 million, and $55.6 million for the 2020 successor and 2020 predecessor periods, and fiscal years 2019 and 2018, respectively, consists solely of earnings attributable to these limited liability companies. If the Company had recorded a provision for income taxes using an effective tax rate of 25.0% for the 2020 successor period and 28.0% for each of the 2020 predecessor period, and fiscal years 2019 and 2018, representing Inspire and DBGI's approximate U.S. federal and state income tax rates, without consideration given to any enacted future tax rate changes, total tax expense for the Company for the 2020 successor and 2020 predecessor periods, and fiscal years 2019 and 2018 would have been approximately $0.3 million, $15.5 million, $16.0 million, and $15.6 million, respectively. (unaudited)

(9) Acquisition by Inspire

On December 15, 2020, Merger Sub, an indirect wholly-owned subsidiary of Inspire, acquired all of the issued and outstanding shares of DBGI's common stock and completed the Merger with and into DBGI, with DBGI continuing as the surviving corporation, and by result of the Merger became a wholly-owned subsidiary of Inspire. Total consideration paid for all outstanding equity and equity-based awards of DBGI in connection with the transaction was $8.9 billion.

Inspire will account for the Merger as a business combination using the acquisition method of accounting and has elected to apply pushdown accounting to the Company. The tangible and intangible assets acquired and liabilities assumed and pushed down to the Company are as follows:

AssetsCash and cash equivalents $ 3,828 Accounts, notes, and other receivables 4,473 Intangible assets 164,500 Other assets 162

Total assets $ 172,963

LiabilitiesAccounts payable and accrued expenses $ 589 Deferred revenue 443 Advertising due to affiliates 1,450

Total liabilities $ 2,482

Net assets after pushdown accounting $ 170,481

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BASKIN-ROBBINS FRANCHISING LLCSupplemental Schedule - 2020 Predecessor Balance Sheet

(In thousands)

PredecessorDecember 14,

2020AssetsCurrent assets:

Cash and cash equivalents $ 3,828 Accounts, notes, and other receivables, net of allowances of $665 4,473

Total current assets 8,301 Dividend advances to affiliates 16,304 Other assets 162

Total assets $ 24,767 Liabilities and Member’s EquityCurrent liabilities:

Accounts payable and accrued expenses $ 589 Deferred revenue 1,695 Advertising due to affiliates 1,450

Total current liabilities 3,734 Deferred revenue 11,969

Total liabilities 15,703 Member’s equity:

Member’s equity 9,064 Total member’s equity 9,064 Total liabilities and member’s equity $ 24,767

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Item 22: Contracts

The following contracts and agreements are included as exhibits

A-1. Baskin-Robbins Store Development Agreement (SDA) A-2. Combo Store Development Agreement (SDA) B-1. Baskin-Robbins Franchise Agreement (FA) B-2. Combo Franchise Agreement (FA) B-3. Conditional Option(s) to Extend B-4a. BR Development Incentive (for Single Restaurant SDA or no SDA) B-4b. BR Development Incentive (for Multi-Restaurant SDA) B-4c. BR Capital Contribution Development Incentive B-5. BR Restaurant Transfer Sales Increase Incentive B-6a. New Combo Incentive (for Single Restaurant SDA or no SDA) B-6b. New Combo Incentive (for Multi-Restaurant SDA) B-7a. BR Military Veterans Development Incentive B-7b. BR Military Veterans Existing BR Ownership Incentive B-8. Combo Retrofit Incentive B-9. BR Multi-Restaurant Ownership Incentive B-10. BR Capital Contribution Development Incentive C. Sample Loan Documents C-1 DBI Sample Promissory Note C-2 FNB Agreement D-1. Sublease E-1. Option to Assume (Franchisee’s) Lease (3 party) E-2. Lease Option Agreement E-3. Option to Assume (Franchisee’s) Lease (4 party) F-1. Rider to Contract for Sale F-2. Agreement to Transfer by the Sale of Assets F-3. Agreement to Transfer by the Sale of Stock G. Offer Letter H. Participant Agreement I-1. Contract for Sale (Brokerage Transactions) I-2. Contract for Sale (Corporate Developed Restaurants) J. Termination Agreement K. General Release L. Temporary Operating Agreement M. Intranet Terms of Use N. BR Relocation Incentive Offer to Select BR Restaurants O. Electronic Payment Participation Agreement P. Certificate of Resolution and Incumbency

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Item 23: Receipts Baskin-Robbins Disclosure Document Receipt

This disclosure document summarizes certain provisions of the franchise agreement and other information in plain language. Read this disclosure document and all agreements carefully. If Baskin-Robbins Franchising LLC (BRF) offers you a franchise, it must provide this disclosure document to you: (a) 14 calendar-days before you sign a binding franchise agreement or other agreement, or (if earlier) when you pay us (or any of our affiliates) any consideration (b) but in New York, at the earlier of: (i) your first personal meeting to discuss the franchise, and (ii) 10 business days before you sign a binding franchise or other agreement or (if earlier) when you pay us (or any of our affiliates) any consideration, and (c) in Michigan, 10 business days before you sign any binding franchise or other agreement or (if earlier) when you pay us (or any of our affiliates) any consideration. If BRF 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 agencies listed in Appendix I-B of this disclosure document. The principal business address and telephone number of each franchise seller offering the franchise is Grant Benson, Senior Vice President, Franchise Development, at Baskin-Robbins Franchising LLC, 130 Royall St., Canton, MA 02021; 781-737-3000. Additional Franchise Sellers, if any (eg. Franchising Development Manager): ______________________________ _______________________________ _______________________________ This Disclosure Document was issued: March 26, 2021 We authorize the agents listed on Appendix I-A of the Disclosure Document to receive service of process for BRF. I received a Disclosure Document issued March 26, 2021 that included the following Exhibits: (A-1) Store Development Agreement, (A-2) Combo Store Development Agreement, (B-1) Franchise Agreement , (B-2) Combo Franchise Agreement, (B-3) Conditional Option to Extend, (B-4) BR Development Incentive(s) (B-4c) BR Capital Contribution Development Incentive, (B-5) BR Restaurant Transfer Incentive, (B-6) New Combo Incentive(s), (B-7) Military Veterans Incentive(s), (B-8) Combo Retrofit Incentive, (B-9) BR Multi-Restaurant Ownership Incentive (C-1) DBI Sample Promissory Note, (C-2) FNB Agreement, (D-1) Sublease, (E) Option to Assume (Franchisee's) Lease (3 and 4 party) and Lease Option Agreement (F-1) Rider to Contract for Sale, (F-2) Agreement To Transfer By The Sale Of Assets, (F-3) Agreement to Transfer by the Sale of Stock, (G) Offer Letter, (H) Participant Agreement, (I) Contract for Sale (Brokerage and Corporate Developed), (J) Termination Agreement, (K) General Release, (L) Temporary Operating Agreement, (M) Intranet Terms of Use, (N) BR Relocation Incentive Offer to Select BR Restaurants, (O) Electronic Payment Participation Agreement,(P) Certificate of Resolution and Incumbency, Appendix I-A: List of Registered Agents, Appendix I-B: Directory of Administrative Agencies, Appendix II: List of International Affiliates, Appendix III: Schedules/Addenda/Notices Required by Various States, Appendix IV: Operating Manual Table of Contents, Appendix V: Region List, Appendix VI: List of Current BR Franchisees and Area Developers and Former BR Franchisees, Appendix VII: List of Current and Former Combo Franchisees, Appendix VIII: Guarantee of Performance (by DB Franchising Holding Company LLC), State Effective Dates.

Date Disclosure Document Received:_____________________________ (enter date here)

Signed: _________________________________________ individually ________________________________________________ Full Legal Name (Please print) Last 4 digits of Social Security Number: _____________ ________________________________________________ Email address

Home Address: ___________________________________________________ Street Address _______________________________ _____ ___________ City or Town State Zip Code

and as officer(s), partner(s) or member(s) of _________________________________________________________ a _________________________________ (corporation) (partnership) (limited liability company) and any other prospective franchisee entity (currently in existence or formed in the future) of which the above individual(s) is an officer, partner or member.

Please keep this copy with the disclosure document

BR FDD March 26, 2021 Updates included (if any):

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Item 23: Receipts Baskin-Robbins Disclosure Document Receipt

This disclosure document summarizes certain provisions of the franchise agreement and other information in plain language. Read this disclosure document and all agreements carefully. If Baskin-Robbins Franchising LLC (BRF) offers you a franchise, it must provide this disclosure document to you: (a) 14 calendar-days before you sign a binding franchise agreement or other agreement, or (if earlier) when you pay us (or any of our affiliates) any consideration (b) but in New York, at the earlier of: (i) your first personal meeting to discuss the franchise, and (ii) 10 business days before you sign a binding franchise or other agreement or (if earlier) when you pay us (or any of our affiliates) any consideration, and (c) in Michigan, 10 business days before you sign any binding franchise or other agreement or (if earlier) when you pay us (or any of our affiliates) any consideration. If BRF 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 agencies listed in Appendix I-B of this disclosure document. The principal business address and telephone number of each franchise seller offering the franchise is Grant Benson, Senior Vice President, Franchise Development, at Baskin-Robbins Franchising LLC, 130 Royall St., Canton, MA 02021; 781-737-3000. Additional Franchise Sellers, if any (eg. Franchising Development Manager): _______________________________ _______________________________ _______________________________ This Disclosure Document was issued: March 26, 2021, We authorize the agents listed on Appendix I-A of the Disclosure Document to receive service of process for BRF. I received a Disclosure Document issued March 26, 2021 that included the following Exhibits: (A-1) Store Development Agreement, (A-2) Combo Store Development Agreement, (B-1) Franchise Agreement , (B-2) Combo Franchise Agreement, (B-3) Conditional Option to Extend, (B-4) BR Development Incentive(s), (B-4c) BR Capital Contribution Development Incentive , (B-5) BR Restaurant Transfer Incentive, (B-6) New Combo Incentive(s), (B-7) Military Veterans Incentive(s), (B-8) Combo Retrofit Incentive, (B-9) BR Multi-Restaurant Ownership Incentive, (C-1) DBI Sample Promissory Note, (C-2) FNB Agreement, (D-1) Sublease, (E) Option to Assume (Franchisee's) Lease (3 and 4 party) and Lease Option Agreement (F-1) Rider to Contract for Sale, (F-2) Agreement To Transfer By The Sale Of Assets, (F-3) Agreement to Transfer by the Sale of Stock, (G) Offer Letter, (H) Participant Agreement, (I) Contract for Sale (Brokerage and Corporate Developed), (J) Termination Agreement, (K) General Release, (L) Temporary Operating Agreement, (M) Intranet Terms of Use, (N) BR Relocation Incentive Offer to Select BR Restaurants, (O) Electronic Payment Participation Agreement, (P) Certificate of Resolution and Incumbency, Appendix I-A: List of Registered Agents, Appendix I-B: Directory of Administrative Agencies, Appendix II: List of International Affiliates, Appendix III: Schedules/Addenda/Notices Required by Various States, Appendix IV: Operating Manual Table of Contents, Appendix V: Region List, Appendix VI: List of Current BR Franchisees and Area Developers and Former BR Franchisees, Appendix VII: List of Current and Former Combo Franchisees, Appendix VIII: Guarantee of Performance (by DB Franchising Holding Company LLC), State Effective Dates.

Date Disclosure Document Received:_____________________________ (enter date here)

Signed: _________________________________________ individually ________________________________________________ Full Legal Name (Please print) Last 4 digits of Social Security Number: _____________ ________________________________________________ Email address

Home Address: ___________________________________________________ Street Address _______________________________ _____ ___________ City or Town State Zip Code

and as officer(s), partner(s) or member(s) of _________________________________________________________ a _________________________________ (corporation) (partnership) (limited liability company) and any other prospective franchisee entity (currently in existence or formed in the future) of which the above individual(s) is an officer, partner or member.

BR FDD March 26, 2021 Updates included (if any):

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BR SDA 03-2021 STORE DEVELOPMENT AREA SUMMARY

Exhibit A-1

PC #: ____________________

STORE DEVELOPMENT AGREEMENT

This Agreement, dated ___________________, 20___, is made by and between: BASKIN-ROBBINS FRANCHISING LLC, ("we,” “our” and “us”) a Delaware limited liability company with a principal place of business at 130 Royall Street, Canton, Massachusetts 02021, and _______________________________________________________________ [entity and/or individuals] _____________________________________________________________________________, located at _____________________________________________________________________________ (“you”, “your” or “Developer”).

RECITAL

We and you acknowledge receiving good and valuable consideration for this Agreement and agree as follows:

AGREEMENT

1. Grant of Development Rights. We grant and you accept the exclusive right and obligation to develop and open Baskin-Robbins restaurants (“Restaurant” or “Restaurants”) within the Store Development Area described in Exhibit A. The required number of Restaurants and the development schedule (“Development Schedule”) are set forth in Exhibit B. The term of this grant is the duration of this Agreement, which expires on the date stated in Exhibit B, unless terminated earlier by agreement or operation of law. The exclusivity is limited by the terms of section 6.

2. Initial Franchise Fees. You will pay an Initial Franchise Fee (“IFF”) for each Restaurant, in the amounts and at the times stated in Exhibit B. At our option, you will make all payments to us by electronic fund transfer (“EFT”), and provide us with authorization and bank account data necessary to set up EFT. These amounts are non-refundable and must be paid in full, without reduction or offset. If you develop and open more Restaurants than are required under the Development Schedule during the original term of this Agreement, the IFF for each additional Restaurant will be fifty percent (50%) of the IFF per Restaurant stated in Exhibit B for each Restaurant and all other fees will be the same as stated in Exhibit B. You must pay your initial IFF Deposit set forth in Exhibit B with unencumbered cash and it cannot be borrowed.

3. Development and Opening Requirements

A. Although we may assist you in your search, it is solely your responsibility to search for and propose to us the site on which you wish to develop a Restaurant. You will secure the real estate for each Restaurant, through purchase agreement or binding lease, by its “Required Control Date,” and open each Restaurant by its “Required Opening Date,” all as specified in the Development Schedule in Exhibit B. You must submit the purchase agreement or binding lease to us by the Required Control Date. TIME IS OF THE ESSENCE in performing these obligations. A Restaurant location must be approved by us in writing prior to the Required Control Date. Before you commit to lease or purchase a location, you should provide us with a copy of the lease or purchase agreement, along with the acquisition, development and construction costs, and such other information as we reasonably request, so that we can evaluate the proposal. Each Restaurant must be constructed and equipped to our then-current standards and specifications. Prior to opening each Restaurant, you must certify to us in writing that no more than ninety percent (90%) of the initial investment in the building, site and additional development, equipment, fixtures and signs for the Restaurant has been borrowed (“Permitted Financing”).

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B. Franchise Agreement and Ownership Requirements. For each Restaurant, you will sign our then-current version of Franchise Agreement. You must execute our Franchise Agreement and ancillary documents prior to the date you commence construction of the Restaurant. We entered into this Agreement based on your qualifications and your agreement that Developer and any entity organized by Developer to execute a Franchise Agreement shall provide that their purposes are limited to owning and operating Restaurants that we franchise to you, unless we otherwise agree in writing. If you propose to add or subtract owners or change the ownership percentages for a Franchise Agreement entered into under this Agreement, the proposal is subject to our prior written approval.

4. Renewal of Rights. This Agreement and the development rights granted in it expire on the date stated in Exhibit B. If you wish to renew exclusive development rights for the same Store Development Area, you must advise us in writing within six (6) months prior to the expiration of this Agreement. We will then reassess the potential of the Store Development Area for further development. If we and you agree that there is potential for additional Restaurants, we will offer you the first opportunity to enter into a new agreement for the Store Development Area, provided that you have timely, and without extension, amendment, or our election to waive any failure by you to meet the deadlines set forth in this agreement, met your Development Schedule under this Agreement, you are in compliance with all of your Baskin-Robbins franchise agreements, you meet our then-current Criteria to Expand, and we and you can agree on a new development schedule. The agreement you sign will be our then-current, renewal store development agreement and the fees will be the then-current fees for that Store Development Area. The renewal store development agreement will be on substantially the same form as our then-current store development agreement but will contain no renewal rights. You will have 10 days from the time you receive the new agreement to sign and return it to us.

5. [Intentionally Omitted]

6. Exceptions to Exclusivity.

A. Special distribution opportunities may arise within the Store Development Area that may or may not be available to you. Examples include, but are not limited to, hospitals, train stations, airports, entertainment and sports complexes, convention centers, casinos and resorts, limited-access highway food facilities, military facilities, schools and colleges, office or factory food service facilities, gas/convenience stores, department stores and “big box” super stores, mobile units, off-site sales accounts, supermarkets and home improvement retailers. We retain the right to pursue such special distribution opportunities within your Store Development Area, but during the term of this Agreement we will offer you the first opportunity to become our franchisee for those opportunities provided that you are in compliance with all material provisions of your agreements with our affiliates and us, you meet the Criteria to Expand, and the party that controls the opportunity permits us to do so. You will have fifteen (15) days to accept the offer in writing. Except as provided in 6.B, special distribution opportunities that you develop do not count toward the number of Restaurants you are required to develop under this Agreement, and the IFF is in addition to the IFF required under this Agreement.

In addition, if there are Restaurants operated by other franchisees in the Store Development Area, then we reserve the right to approve the relocation of each such Restaurant within its trade area. Further, this Agreement only grants rights as to the operation of Restaurants. You have no other rights to the use, enjoyment or benefit of the Baskin-Robbins name or trademarks. We retain the complete right to distribute Baskin-Robbins products and services of every kind and nature through any other channels of distribution. This includes, without limitation, the distribution and use or sale of Baskin-Robbins-trademarked products in a hotel room, an office or a supermarket (as distinguished from a Restaurant inside a supermarket).

B. Although gas/convenience locations are expressly excluded from this Store Development Agreement (“SDA”), if you propose and we approve a Restaurant in a gas/convenience location within the Store Development Area, we will consider the development of such location to satisfy one of the Restaurants you are required to develop pursuant to the SDA's Development Schedule, provided that: (a) we determine the proposal will result in a Restaurant that meets certain minimum then-current menu and design criteria and that opens by the applicable Required Opening Date in the SDA; and (b) Initial Franchise Fees applicable under the SDA's

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Development Schedule are applied or paid regardless of the length of lease term (and any corresponding franchise term) you secure.

7. Confidential Information. Except as necessary to perform your obligations under this Agreement, you will not provide Confidential Information concerning the development of Restaurants or the Baskin-Robbins System to anyone. “Confidential Information” means information that is not generally available to the public.

8. Suspension of Development Rights; Default and Termination. We may terminate this Agreement if: (a) you default on a monetary obligation to us and do not cure the default within seven (7) days from the date you receive our written Notice to Cure; or (b) you default on any other provision of this Agreement and do not cure the default within thirty (30) days from the date you receive our written Notice to Cure. If state law requires a longer cure period, then that longer period shall apply. We may terminate this Agreement, without any opportunity to cure, if you violate the confidentiality provision, if you are convicted of or plead guilty or no contest to a felony or crime of moral turpitude, if you commit a fraud upon any of our affiliate(s) or us, or if we terminate any of your Franchise Agreements in the DMA in which this Store Development Area is located. If we terminate this Agreement, then you must immediately pay us all unpaid Initial Franchise Fees (as set forth in Exhibit B), without reduction or offset, even if you did not open any or all of the Restaurants.

If at any time you do not meet our then-current Criteria to Expand, we may suspend your right to develop by a written notice. The suspension will be in effect until you are not in default and meet the Criteria to Expand. Any suspension will not alter your Development Schedule unless we, in our sole discretion, grant an extension in writing.

9. Transfers of Interest

A. Transfer by Us: This Agreement inures to the benefit of our successors and assigns, and we may assign our rights to any person or entity that agrees in writing to assume all of our obligations. Upon transfer, we will have no further obligation under this Agreement, except for any accrued liabilities.

B. Transfer by You: We entered into this Agreement based on your qualifications. You may transfer a direct or indirect interest in this Agreement, but the Store Development Area and the associated rights and obligations are a package and are not themselves divisible in any way. Any transfer requires our prior written consent, which will not be unreasonably withheld. In the event a person holding a direct or indirect interest dies, that person’s legal representative must, within nine (9) months of the event, apply in writing to transfer that interest with notice to all other persons having a direct or indirect interest in this Agreement.

C. Transfer Fee: At the time of transfer, you must execute a general release of us in our standard form, and pay us a Transfer Fee of $10,000. In lieu of the Transfer Fee, we will only charge our then-current Fixed Documentation Fee if the original signatories to this Agreement retain more than fifty percent (50%) of the interest in this Agreement after the transfer, or if all of the interests transfer to the spouse(s) or children of the original signatories or to beneficiaries or heirs of an owner who dies or becomes mentally incapacitated.

D. Right of First Refusal: We have a right of first refusal for any proposed transfer. You must provide us with a copy of any agreement (and any amendment to the agreement) for the transfer, and we will have sixty (60) days after receipt to notify you that we are exercising our option to purchase the interest under the same terms and conditions. If we do so, you still are obligated to pay a Transfer Fee.

10. Dispute Resolution

A. Waiver of Rights: The parties waive and agree not to include in any pleading or arbitration demand: class action claims; demand for trial by jury; claims for lost profits; or claims for punitive, multiple, or exemplary damages. If any pleading is filed that contains any of these claims or a jury demand, or if a court determines that all or any part of the waivers are ineffective, then the pleading shall be dismissed with prejudice, leaving the pleading party to its arbitration remedy. No claim by you can be consolidated with the claims of any other holders of development rights. If such claims and demands cannot be waived by law, then the parties agree that

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any recovery shall not exceed two (2) times actual damages. Your actual damages are limited to your out-of-pocket expenses only and do not include any other form(s) of damages.

B. Arbitration: Either of us, as plaintiff, may choose to submit a dispute to a court or to arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (or another nationally established arbitration association acceptable to you and us) and under the Federal Rules of Evidence. The plaintiff's election to arbitrate or to submit the dispute to the court system is binding on the parties, except that we shall have the option to submit to a court any of the following actions: to collect fees due under this Agreement; for injunctive relief; to protect our intellectual property, including Proprietary Marks; and to terminate this Agreement for a default. For any arbitration, the arbitrator(s) shall issue a reasoned award, with findings of fact and conclusions of law. The arbitration award and the decision on any appeal will be conclusive and binding on the parties. Actions to enforce an express obligation to pay money may be brought under the Expedited Procedures of the AAA’s Commercial Arbitration Rules. The place of arbitration shall be in the state in which the majority of the Store Development Area is located. The Federal Arbitration Act shall govern, excluding all state arbitration law. Massachusetts’s law shall govern all other issues. Any arbitration or court action must be commenced within two (2) years after discovery of facts giving rise to the claim.

C. Scope of Arbitration: Disputes concerning the validity or scope of this Section 10, including whether a dispute is subject to arbitration, is beyond the authority of the arbitrator(s) and shall be determined by a court of competent jurisdiction pursuant to the Federal Arbitration Act, 9 U.S.C. §1 et seq., as amended from time to time. The provisions of this Section 10 shall continue in full force and effect subsequent to any expiration or termination of this Agreement.

D. Appeals: Either party may appeal the final award of the arbitrator(s) to the U.S. District Court in which the arbitration was held. The Court’s review of the arbitrator’s findings of fact shall be under the clearly erroneous standard, and the Court’s review of all legal rulings shall be de novo. If it is determined that this provision for federal court review is not enforceable, then either party may appeal the arbitrator’s final award to a panel of three arbitrators chosen under AAA procedures, employing the same standards of review stated immediately above.

E. Attorneys’ Fees: If either party hereto brings or commences legal proceedings to enforce any of the terms of this Agreement or to assert any rights hereunder, the successful party in such action shall be entitled to receive and shall receive from the other party hereto, a reasonable sum as attorney's fees and costs, such sum to be fixed by the court or arbitrator(s) in such action, as applicable.

11. Miscellaneous.

A. You are an independent contractor of ours. Neither party to this Agreement has the power to bind the other. Neither party is liable for any act, omission, debt or any other obligation of the other, and you and we agree to indemnify and save each other harmless from any such claim and the cost of defending such claim. The waiver by either party of a breach of any provision of this Agreement applies only to that one breach and only to that one provision. If we accept payments from any person or entity other than you, such payments will be deemed made by such person as your agent and not as your successor. If, for any reason, any provision of this Agreement is determined to be invalid or to conflict with an existing or future applicable law, then the remaining provisions will continue to bind the parties and the invalid or conflicting provision will be deemed not to be a part of this Agreement. Our rights and remedies are cumulative. The limited right to use the “Baskin-Robbins” name and trademarks is granted in the Franchise Agreement you will sign for each Restaurant. It is not granted in this Agreement. Neither you nor your successor may create or assert any security interest or lien in this Agreement.

B. This Agreement and the documents referred to herein shall be the entire, full and complete agreement between you and us concerning the subject matter of this Agreement, which supersedes all prior agreements. Nothing in this Section, however, is intended to disclaim the representations we made in the franchise disclosure document that we furnished to you. This Agreement is made in the Commonwealth of Massachusetts, USA, and shall be interpreted, construed and governed by the laws of the Commonwealth of Massachusetts. This Agreement may be

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executed in multiple counter-parts, by facsimile or otherwise. This Agreement may only be modified by the parties in writing.

C. All notices shall be sent by nationally recognized overnight courier or certified mail to us c/o Dunkin’ Brands, Inc., as Manager to the addresses above, or to such other addresses as you and we provide each other in writing. All notices to us shall be sent to “Attention: Legal Department.”

D. Your success in this business is speculative and depends, to an important extent, upon your ability as an independent business owner. We do not represent or warrant that any locations we approve will achieve a certain level of sales or be profitable. If we provide maps, demographics or other information to you in connection with the Store Development Area, we do so without any representation or warranty that the information is complete, accurate or current. We do not represent that you will be able to find or secure locations within the Store Development Area or that you will be able to develop all of the required Restaurants. By your signature below, you acknowledge that you have entered into this Agreement after making an independent investigation of the Baskin-Robbins System and the Store Development Area.

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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have duly executed, sealed and delivered this Agreement in duplicate the day and year first written above.

ATTEST/WITNESS: (Developer)

[insert corp., LLC or partnership]

____________________________________________

____________________________________________

BASKIN-ROBBINS FRANCHISING LLC By: _________________________________________

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PERSONAL GUARANTEE

The undersigned represent and warrant that they hold a direct or an indirect interest in FRANCHISEE ENTITY NAME organized under the laws of the State/Province of _______________ . Waiving demand and notice, the undersigned hereby, jointly and severally, personally guarantee the full payment of Developer's money obligations to us (and our parents or affiliates) and the performance of all of Developer's other obligations under this Store Development Agreement. The undersigned, jointly and severally, agree that we may, without notice to or consent of the undersigned, (a) extend, in whole or in part, the time for payment of Developer's money obligations under the Store Development Agreement; (b) modify, with the consent of Developer, any of its obligations under the Store Development Agreement; and/or (c) settle, waive or compromise any claim that we have against Developer or any of the undersigned, all without in any way affecting the personal guarantee of the undersigned. This Guarantee is intended to take effect as a sealed instrument. _______________________________________ _____________________________________

Witness , individually Print Name: _______________________________________ _____________________________________

Witness , individually Print Name: _______________________________________ _____________________________________

Witness , individually Print Name: _______________________________________ _____________________________________

Witness , individually Print Name:

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EXHIBIT A

DEFINITION OF STORE DEVELOPMENT AREA

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EXHIBIT B

I. Development Schedule: Restaurant

Type of Restaurant Years of Franchise Term

Required Control Date

Required Opening Date

1 _________________ __________________ _______________ ______________

2 _________________ __________________ _______________ ______________

3 _________________ __________________ _______________ ______________

4 _________________ __________________ _______________ ______________

5 _________________ __________________ _______________ ______________

6 _________________ __________________ _______________ ______________

7 _________________ __________________ _______________ ______________

8 _________________ __________________ _______________ ______________ II. Initial Franchise Fees: # of Restaurants ____ X IFF Per Restaurant _________ Total IFF Due $________________________ Less Discount, if applicable $________________________ Total Amount Due $________________________ IFF Deposit due and payable upon execution of this SDA $________________________ The remaining IFF for each Restaurant will be due and payable on ___________________________. III. For each Restaurant, you will sign our then-current version of Franchise Agreement.

IV. Continuing Fees: The following fees shall apply for each Restaurant:

i. Continuing Franchise Fee: ______________

ii. Continuing Advertising Fees: ______________*

iii. Marketing Start-Up Fee: ______________

*plus any greater percentage agreed upon by a two-thirds majority of the Restaurants in the same Designated Market Area. V. Addenda [ ]_________________________________________________________________ VI. Term: The term of this Agreement shall expire on _______________.

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PC # _________________

CERTIFICATION OF AGREEMENT By signing below, you acknowledge that you received our Franchise Disclosure Document (“FDD”) and have had the opportunity to review it and obtain the advice of an attorney. Your answers to the questions below will provide us with an opportunity to correct any possible misunderstandings prior to entering into the attached agreement with you (“Agreement”). Therefore, your certification is important and we will act in reliance upon your answers below in signing the Agreement. Other than what is written in the Agreement or FDD, describe below any information provided by any employee or agent of our company that has influenced your decision to sign the Agreement. If the answer is “none,” please write “NONE” below. Other than the historical information that is provided in Items 7 or 19 (including the Notes sections) of our FDD, describe below any information provided by any employee or agent of our company about your future financial performance, including sales, costs or profits, that has influenced your decision to sign the Agreement. If the answer is “none,” please write “NONE” below.

If you do not complete and sign this page, we will not counter-sign the Agreement (or, if that has already taken place, we have the right to void the Agreement).

I certify that the above information is true, as of the same date as that on which the Agreement was signed.

DEVELOPER:

Witness/Attest: _____________________________________ ___________________________________ By:__________________________________ ___________________________________ _____________________________________

Witness , individually Print Name: __________________________________ _____________________________________

Witness , individually Print Name: ___________________________________ _____________________________________

Witness , individually Print Name:

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Exhibit A-2 Combo SDA 03-2021 STORE DEVELOPMENT AREA SUMMARY PC: ______________________

STORE DEVELOPMENT AGREEMENT

This Agreement, dated ___________________, 20__, is made by and between: DUNKIN' DONUTS FRANCHISING LLC and BASKIN-ROBBINS FRANCHISING LLC, ("we,” “our” and “us”) both Delaware limited liability companies with a principal place of business at 130 Royall Street, Canton, Massachusetts 02021, and ___________________________________________________ [entity and/or individuals] _______________________________________________________________________________, located at _________________________________________________________________________________ (“you, “your” or “Developer”).

RECITAL

We and you acknowledge receiving good and valuable consideration for this Agreement and agree as follows:

AGREEMENT

1. Grant of Development Rights. We grant and you accept the exclusive right and obligation to develop and open Dunkin’ and Dunkin’/Baskin-Robbins Multi-Brand restaurants (“Restaurant” or “Restaurants”) within the Store Development Area described in Exhibit A. The required number of Restaurants and the development schedule (“Development Schedule”) are set forth in Exhibit B. The term of this grant is the duration of this Agreement, which expires on the dates stated in Exhibit B, for each brand respectively, unless terminated earlier by agreement or operation of law. The exclusivity is limited by the terms of section 6.

2. Initial Franchise Fees. You will pay an Initial Franchise Fee (“IFF”) for each Restaurant, in the amounts and at the times stated in Exhibit B. At our option, you will make all payments to us by electronic fund transfer (“EFT”), and provide us with authorization and bank account data necessary to set up EFT. These amounts are non-refundable and must be paid in full, without reduction or offset. You must pay your initial IFF Deposit set forth in Exhibit B with unencumbered cash and it cannot be borrowed.

3. Development and Opening Requirements

A. Although we may assist you in your search, it is solely your responsibility to search for and propose to us the site on which you wish to develop a Restaurant. You will secure the real estate for each Restaurant, through purchase agreement or binding lease, by its “Required Control Date,” and open each Restaurant by its “Required Opening Date,” all as specified in the Development Schedule in Exhibit B. You must submit the purchase agreement or binding lease to us by the Required Control Date. TIME IS OF THE ESSENCE in performing these obligations. A Restaurant location must be approved by us in writing prior to the Required Control Date. Before you commit to lease or purchase a location, you should provide us with a copy of the lease or purchase agreement, along with the acquisition, development and construction costs, and such other information as we reasonably request, so that we can evaluate the proposal. Each Restaurant must be constructed and equipped to our then-current standards and specifications. Prior to opening each Restaurant, you must certify to us in writing that no more than ninety percent (90%) of the initial investment in the building, site and additional development, equipment, fixtures and signs for the Restaurant has been borrowed (“Permitted Financing”).

B. Franchise Agreement and Ownership Requirements. For each Restaurant, you will sign our then-current version of Franchise Agreement. You must execute our Franchise Agreement and ancillary documents prior to the date you commence construction of the Restaurant. We entered into this Agreement based on your qualifications and your agreement that Developer and any entity organized by Developer to execute a Franchise

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Agreement shall provide that their purposes are limited to owning and operating Restaurants that we franchise to you, unless we otherwise agree in writing. If you propose to add or subtract owners or change the ownership percentages for a Franchise Agreement entered into under this Agreement, the proposal is subject to our prior written approval.

4. Renewal and Extension Options

A. Renewal of Rights. This Agreement and the development rights granted in it expire on the date stated in Exhibit B. If you wish to renew exclusive development rights for the same Store Development Area, you must advise us in writing within twelve (12) months prior to the expiration of this Agreement. We will then reassess the potential of the Store Development Area for further development. If we and you agree that there is potential for additional Restaurants, we will offer you the first opportunity to enter into a new agreement for the Store Development Area, provided that you have timely, and without extension, amendment, or our election to waive any failure by you to meet the deadlines set forth in this Agreement, met your Development Schedule under this Agreement, you are in compliance with all of your Dunkin’, Baskin-Robbins and/or Dunkin’/Baskin-Robbins Multi-Brand franchise agreements, you meet our then-current Criteria to Expand, and we and you can agree on a new development schedule. The agreement you sign will be our then-current, renewal store development agreement and the fees will be the then-current fees for that Store Development Area. You will have 10 days from the time you receive the new agreement to sign and return it to us. The renewal store development agreement will be on substantially the same form as our then-current store development agreement but will contain no renewal rights. Notwithstanding anything to the contrary contained in this Agreement, this Section 4, Renewal of Rights, is limited to the renewal of rights for the development of Dunkin’ Restaurants, and will not pertain to the renewal rights for the development of Baskin-Robbins or Dunkin’/Baskin-Robbins combination Restaurants.

B. Mid-Term Extension Option. Provided you are not at that time in default under any terms of your SDA or any of your Franchise Agreements, then as of the date that you develop and open that certain Restaurant, which brings the percentage of Restaurants that you have developed and opened under the SDA to at least fifty percent (50%) of the total number of Restaurants that you are required to develop and open and continuing through the date that is one year prior to the SDA expiration date, you may request to us in writing that the parties negotiate an extension of the terms of the SDA, a modification to the Store Development Area, and an increase in the number of Restaurants that you will be required to develop and open within the Store Development Area. Notwithstanding anything to the contrary contained herein, although the parties agree to negotiate such an extension/expansion in good faith, both parties to the SDA expressly acknowledge and agree that (i) they may be unable to successfully negotiate the terms of such an extension/expansion in which case the SDA shall remain in full force and effect as if no request to extend/expand had been made and (ii) that any reduced Continuing Franchise Fees (“CFF”) that may be set forth in the SDA shall not apply to any such extension/expansion (i.e., our standard CFF rates will apply).

5. Source of Bakery Products. For each Dunkin’ and/or Dunkin’ /Baskin-Robbins Multi-Brand Restaurant that you open under this Agreement, you must secure a source for your bakery products that we have approved in writing.

6. Exceptions to Exclusivity.

A. Special distribution opportunities may arise within the Store Development Area that may or may not be available to you. Examples include, but are not limited to, hospitals, train stations, airports, entertainment and sports complexes, convention centers, casinos and resorts, limited-access highway food facilities, military facilities, schools and colleges, office or factory food service facilities, gas/convenience stores, department stores and “big box” super stores, mobile units, off-site sales accounts, supermarkets and home improvement retailers. We retain the right to pursue such special distribution opportunities within your Store Development Area, but during the term of this Agreement we will offer you the first opportunity to become our franchisee for those opportunities provided that you are in compliance with all material provisions of your agreements with our

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affiliates and us, you meet the Criteria to Expand, and the party that controls the opportunity permits us to do so. You will have fifteen (15) days to accept the offer in writing. Except as provided in 6.B, special distribution opportunities that you develop do not count toward the number of Restaurants you are required to develop under this Agreement, and the IFF is in addition to the IFF required under this Agreement.

In addition, if there are Restaurants operated by other franchisees in the Store Development Area, then we reserve the right to approve the relocation of each such Restaurant within its trade area. Further, this Agreement only grants rights as to the operation of Restaurants. You have no other rights to the use, enjoyment or benefit of the Dunkin’ and/or Baskin-Robbins name(s) or trademarks. We retain the complete right to distribute Dunkin’ and Baskin-Robbins products and services of every kind and nature through any other channels of distribution. This includes, without limitation, the distribution and use or sale of Dunkin’ and Baskin-Robbins-trademarked products in a hotel room, an office or a supermarket (as distinguished from a Restaurant inside a supermarket).

B. Although gas/convenience locations are expressly excluded from this Store Development Agreement (“SDA”), if you propose and we approve a Restaurant in a gas/convenience location within the Store Development Area, we will consider the development of such location to satisfy one of the Restaurants you are required to develop pursuant to the SDA's Development Schedule, provided that: (a) we determine the proposal will result in a Restaurant that meets certain minimum then-current menu and design criteria and that opens by the applicable Required Opening Date in the SDA; and (b) Initial Franchise Fees applicable under the SDA's Development Schedule are applied or paid regardless of the length of lease term (and any corresponding franchise term) you secure.

C. FOR DUNKIN’ ONLY: For all special distribution opportunities other than gas/convenience locations (which are addressed above), although the same are expressly excluded from this SDA, if you propose and we approve a Restaurant in a special distribution opportunity location within the Store Development Area, we will consider the development of such location to satisfy one of the Restaurants you are required to develop pursuant to this SDA's Development Schedule, provided that: (a) we determine the proposal will result in a Restaurant that meets certain minimum then-current menu and design criteria and that opens by the applicable Required Opening Date in the SDA; (b) we retain final approval as to how many, if any, such special distribution opportunities may be built in lieu of the Restaurants you were originally required to develop pursuant to this SDA; (c) none of the special distribution opportunities approved by us pursuant to this 6.C. will count towards any “excess development” incentive to the extent any such incentive is contained within this SDA; and (d) none of the special distribution opportunities approved by us pursuant to this 6.C. will be included in the number of Restaurants used in the calculation set forth in 4.B. (Mid-Term Extension Option). To the extent we approve such a special distribution opportunity as set forth above, (e) the Initial Franchise Fees for such special distribution opportunity will be our then-current standard rate for special distribution opportunities and the difference between the SDA deposit that you previously paid to us for the applicable Restaurant and the Initial Franchise Fees for the special distribution opportunity will be applied as a credit to the next payment due from you to us pursuant to this SDA, unless there are no payments remaining to be paid by you pursuant to this SDA, in which case the difference will be refunded to you within thirty (30) days after the special distribution opportunity Restaurant opens to serve the public), and (f) unless we otherwise consent in writing, which consent may be granted or withheld in our sole and absolute discretion, neither the special distribution opportunity itself nor the immediately following Restaurant that you develop pursuant to this SDA shall be permitted to qualify for the “early opening terms” set forth in any applicable incentive related to opening prior to the Required Opening Date. D. We reserve the right to grant development rights for Baskin-Robbins restaurants within the Store Development Area. For the avoidance of doubt, you have the exclusive right to develop Dunkin’ / Baskin’ Robbins Combo Restaurants within the Store Development Area during the Term (including by the addition of a Baskin-Robbins restaurant to an existing Dunkin’ restaurant).

7. Confidential Information. Except as necessary to perform your obligations under this Agreement, you will not provide Confidential Information concerning the development of Restaurants or the Dunkin’ and/or Baskin-

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Robbins System(s) to anyone. “Confidential Information” means information that is not generally available to the public.

8. Suspension of Development Rights; Default and Termination. We may terminate this Agreement if: (a) you default on a monetary obligation to us and do not cure the default within seven (7) days from the date you receive our written Notice to Cure; or (b) you default on any other provision of this Agreement and do not cure the default within thirty (30) days from the date you receive our written Notice to Cure. If state law requires a longer cure period, then that longer period shall apply. We may terminate this Agreement, without any opportunity to cure, if you violate the confidentiality provision, if you are convicted of or plead guilty or no contest to a felony or crime of moral turpitude, if you commit a fraud upon any of our affiliate(s) or us, or if we terminate any of your Franchise Agreements in the DMA in which this Store Development Area is located. If we terminate this Agreement, then you must immediately pay us all unpaid Initial Franchise Fees (as set forth in Exhibit B), without reduction or offset, even if you did not open any or all of the Restaurants.

If at any time you do not meet our then-current Criteria to Expand, we may suspend your right to develop by a written notice. The suspension will be in effect until you are not in default and meet the Criteria to Expand. Any suspension will not alter your Development Schedule unless we, in our sole discretion, grant an extension in writing.

9. Transfers of Interest

A. Transfer by Us: This Agreement inures to the benefit of our successors and assigns, and we may assign our rights to any person or entity that agrees in writing to assume all of our obligations. Upon transfer, we will have no further obligation under this Agreement, except for any accrued liabilities.

B. Transfer by You: We entered into this Agreement based on your qualifications. You may transfer a direct or indirect interest in this Agreement, but the Store Development Area and the associated rights and obligations are a package and are not themselves divisible in any way. Any transfer requires our prior written consent, which will not be unreasonably withheld. In the event a person holding a direct or indirect interest dies, that person’s legal representative must, within nine (9) months of the event, apply in writing to transfer that interest with notice to all other persons having a direct or indirect interest in this Agreement.

C. Transfer Fee: At the time of transfer, you must execute a general release of us in our standard form, and pay us a Transfer Fee of $10,000. In lieu of the Transfer Fee, we will only charge our then-current Fixed Documentation Fee if the original signatories to this Agreement retain more than fifty percent (50%) of the interest in this Agreement after the transfer, or if any of the interests transfer to the spouse(s) or children of the original signatories, or if all of the interests transfer to beneficiaries or heirs of an owner who dies or becomes mentally incapacitated.

D. Right of First Refusal: We have a right of first refusal for any proposed transfer. You must provide us with a copy of any agreement (and any amendment to the agreement) for the transfer, and we will have sixty (60) days after receipt to notify you that we are exercising our option to purchase the interest under the same terms and conditions. If we do so, you still are obligated to pay a Transfer Fee.

10. Dispute Resolution

A. Waiver of Rights: The parties waive and agree not to include in any pleading or arbitration demand: class action claims; demand for trial by jury; claims for lost profits; or claims for punitive, multiple, or exemplary damages. If any pleading is filed that contains any of these claims or a jury demand, or if a court determines that all or any part of the waivers are ineffective, then the pleading shall be dismissed with prejudice, leaving the pleading party to its arbitration remedy. No claim by you can be consolidated with the claims of any other holders of development rights. If such claims and demands cannot be waived by law, then the parties agree that any recovery shall not exceed two (2) times actual damages. Your actual damages are limited to your out-of-pocket expenses only and do not include any other form(s) of damages.

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B. Arbitration: Either of us, as plaintiff, may choose to submit a dispute to a court or to arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (or another nationally established arbitration association acceptable to you and us) and under the Federal Rules of Evidence. The plaintiff's election to arbitrate or to submit the dispute to the court system is binding on the parties, except that we shall have the option to submit to a court any of the following actions: to collect fees due under this Agreement; for injunctive relief; to protect our intellectual property, including Proprietary Marks; and to terminate this Agreement for a default. For any arbitration, the arbitrator(s) shall issue a reasoned award, with findings of fact and conclusions of law. The arbitration award and the decision on any appeal will be conclusive and binding on the parties. Actions to enforce an express obligation to pay money may be brought under the Expedited Procedures of the AAA’s Commercial Arbitration Rules. The place of arbitration shall be in the state the majority of the Store Development Area is located. The Federal Arbitration Act shall govern, excluding all state arbitration law. Massachusetts’s law shall govern all other issues. Any arbitration or court action must be commenced within two (2) years after discovery of facts giving rise to the claim.

C. Scope of Arbitration: Disputes concerning the validity or scope of this Section 10, including whether a dispute is subject to arbitration, is beyond the authority of the arbitrator(s) and shall be determined by a court of competent jurisdiction pursuant to the Federal Arbitration Act, 9 U.S.C. §1 et seq., as amended from time to time. The provisions of this Section 10 shall continue in full force and effect subsequent to any expiration or termination of this Agreement.

D. Appeals: Either party may appeal the final award of the arbitrator(s) to the U.S. District Court in which the arbitration was held. The Court’s review of the arbitrator’s findings of fact shall be under the clearly erroneous standard, and the Court’s review of all legal rulings shall be de novo. If it is determined that this provision for federal court review is not enforceable, then either party may appeal the arbitrator’s final award to a panel of three arbitrators chosen under AAA procedures, employing the same standards of review stated immediately above.

E. Attorneys’ Fees: If either party hereto brings or commences legal proceedings to enforce any of the terms of this Agreement or to assert any rights hereunder, the successful party in such action shall be entitled to receive and shall receive from the other party hereto, a reasonable sum as attorney's fees and costs, such sum to be fixed by the court or arbitrator(s) in such action, as applicable.

11. Miscellaneous.

A. You are an independent contractor of ours. Neither party to this Agreement has the power to bind the other. Neither party is liable for any act, omission, debt or any other obligation of the other, and you and we agree to indemnify and save each other harmless from any such claim and the cost of defending such claim. The waiver by either party of a breach of any provision of this Agreement applies only to that one breach and only to that one provision. If we accept payments from any person or entity other than you, such payments will be deemed made by such person as your agent and not as your successor. If, for any reason, any provision of this Agreement is determined to be invalid or to conflict with an existing or future applicable law, then the remaining provisions will continue to bind the parties and the invalid or conflicting provision will be deemed not to be a part of this Agreement. Our rights and remedies are cumulative. The limited right to use the “Dunkin’ ” and/or “Baskin-Robbins” name(s) and trademarks is granted in the Franchise Agreement you will sign for each Restaurant. It is not granted in this Agreement. Neither you nor your successor may create or assert any security interest or lien in this Agreement.

B. This Agreement and the documents referred to herein shall be the entire, full and complete agreement between you and us concerning the subject matter of this Agreement, which supersedes all prior agreements. Nothing in this Section, however, is intended to disclaim the representations we made in the franchise disclosure document that we furnished to you. This Agreement is made in the Commonwealth of Massachusetts, USA, and shall be interpreted, construed and governed by the laws of the Commonwealth of Massachusetts. This Agreement may be

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executed in multiple counter-parts, by facsimile or otherwise. This Agreement may only be modified by the parties in writing.

C. All notices shall be sent by nationally recognized overnight courier or certified mail to us c/o Dunkin’ Brands, Inc., as Manager to the addresses above, or to such other addresses as you and we provide each other in writing. All notices to us shall be sent to “Attention: Legal Department.”

D. Your success in this business is speculative and depends, to an important extent, upon your ability as an independent business owner. We do not represent or warrant that any locations we approve will achieve a certain level of sales or be profitable. If we provide maps, demographics or other information to you in connection with the Store Development Area, we do so without any representation or warranty that the information is complete, accurate or current. We do not represent that you will be able to find or secure locations within the Store Development Area or that you will be able to develop all of the required Restaurants. By your signature below, you acknowledge that you have entered into this Agreement after making an independent investigation of the Dunkin’ and/or Baskin-Robbins System(s) and the Store Development Area.

(The remainder of this page is intentionally left blank.)

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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have duly executed, sealed and delivered this Agreement in duplicate the day and year first written above.

ATTEST/WITNESS: (Developer)

[insert corp., LLC or partnership]

_________________________________________

_________________________________________

DUNKIN' DONUTS FRANCHISING LLC and/or BASKIN-ROBBINS FRANCHISING LLC (as applicable) By: _________________________________________

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PERSONAL GUARANTEE

The undersigned represent and warrant that they hold a direct or an indirect interest in FRANCHISEE ENTITY NAME organized under the laws of the State/Province of ___________. Waiving demand and notice, the undersigned hereby, jointly and severally, personally guarantee the full payment of Developer's money obligations to us (and our parents or affiliates) and the performance of all of Developer's other obligations under this Store Development Agreement. The undersigned, jointly and severally, agree that we may, without notice to or consent of the undersigned, (a) extend, in whole or in part, the time for payment of Developer's money obligations under the Store Development Agreement; (b) modify, with the consent of Developer, any of its obligations under the Store Development Agreement; and/or (c) settle, waive or compromise any claim that we have against Developer or any of the undersigned, all without in any way affecting the personal guarantee of the undersigned. This Guarantee is intended to take effect as a sealed instrument. _______________________________________ _____________________________________

Witness , individually Print Name: _______________________________________ _____________________________________

Witness , individually Print Name: _______________________________________ _____________________________________

Witness , individually Print Name: _______________________________________ _____________________________________

Witness , individually Print Name:

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EXHIBIT A

DEFINITION OF STORE DEVELOPMENT AREA

PLEASE NOTE THAT THE TERRITORY GRANTED FOR DUNKIN’ DEVELOPMENT MAY VARY FROM THE TERRITORY GRANTED FOR BASKIN-ROBBINS DEVELOPMENT

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EXHIBIT B

I. Development Schedule: Restaurant

Type of Restaurant Years of Franchise Term

Required Control Date

Required Opening Date

1 _________________ __________________ _______________ ______________

2 _________________ __________________ _______________ ______________

3 _________________ __________________ _______________ ______________

4 _________________ __________________ _______________ ______________

5 _________________ __________________ _______________ ______________

6 _________________ __________________ _______________ ______________

7 _________________ __________________ _______________ ______________

8 _________________ __________________ _______________ ______________

II. Initial Franchise Fees:

# of Dunkin’ /Baskin-Robbins Restaurants ____ X IFF Per Store _________ = $_____________

# of Dunkin’ Restaurants ____ X IFF Per Store _________ = $_____________

# of Baskin-Robbins Restaurants ____ X IFF Per Store _________ = $_____________

Total IFF Due $_____________ Less Discount, if applicable $_____________ IFF Deposit due and payable upon execution of this SDA $____________ The remaining IFF for each Restaurant will be due and payable on ___________________________.

III. For each Restaurant, you will sign our then-current version of Franchise Agreement.

IV. Continuing Fees: The following fees shall apply for each Restaurant:

i. Continuing Franchise Fee: ______________

ii. Continuing Advertising Fees: ______________*

iii. Marketing Start-Up Fee: ______________

*plus any greater percentage agreed upon by a two-thirds majority of the Restaurants in the same Designated Market Area.

V. Addenda [ ]_________________________________________________________________ VI. Term: The Dunkin’ term of this Agreement shall expire on _______________.

The Baskin-Robbins term of this Agreement shall expire on ______________.

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STORE DEVELOPMENT AREA SUMMARY: PC # _________________

CERTIFICATION OF AGREEMENT By signing below, you acknowledge that you received our Franchise Disclosure Document (“FDD”) and have had the opportunity to review it and obtain the advice of an attorney. Your answers to the questions below will provide us with an opportunity to correct any possible misunderstandings prior to entering into the attached agreement with you (“Agreement”). Therefore, your certification is important and we will act in reliance upon your answers below in signing the Agreement. Other than what is written in the Agreement or FDD, describe below any information provided by any employee or agent of our company that has influenced your decision to sign the Agreement. If the answer is “none,” please write “NONE” below. Other than the historical information that is provided in Items 7 or 19 (including the Notes sections) of our FDD, describe below any information provided by any employee or agent of our company about your future financial performance, including sales, costs or profits, that has influenced your decision to sign the Agreement. If the answer is “none,” please write “NONE” below.

If you do not complete and sign this page, we will not counter-sign the Agreement (or, if that has already taken place, we have the right to void the Agreement).

I certify that the above information is true, as of the same date as that on which the Agreement was signed.

DEVELOPER:

Witness/Attest: ____________________________________ ___________________________________ By:__________________________________ ___________________________________ _____________________________________

Witness , individually Print Name: __________________________________ _____________________________________

Witness , individually Print Name: ___________________________________ _____________________________________

Witness , individually Print Name:

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Exhibit B-1

SDA #__________ PC#___________

FRANCHISE AGREEMENT This Franchise Agreement (“Agreement”), dated _________________, 20___, is made by and between BASKIN-ROBBINS FRANCHISING LLC, a Delaware Limited Liability Company and an indirect, wholly-owned subsidiary of Dunkin’ Brands, Inc., with principal offices at 130 Royall Street, Canton, Massachusetts 02021 (“Baskin-Robbins”, “we”, “us” or “our”), and the following individual(s) and/or entity:

(individually or collectively referred to as "Franchisee,” “you” or “your”).

CONTRACT DATA SCHEDULE A. Location of the Restaurant: (number) (street) (city or town) (state) (zip code) B. Term: _________________ ( ) years from the first date the Restaurant opens to serve the

general public, or, in the case of an existing Restaurant, until ____________________, _______. C.1 Initial Franchise Fee: ______________________________________ dollars ($ ) C.2 Initial Training Fee: ______________________________________ dollars ($ ) D. Marketing Start-Up Fee: _____________________________________ dollars ($ )

for current event; per Brand Standards for all subsequent branding or re-branding events E.1. Continuing Franchise Fee Rate: ________________________ percent (___%) of Gross Sales E.2. Continuing Training Fee: ___________________________________ dollars ($ ) due upon execution and annually thereafter at the then-current rate F. Continuing Advertising Fee Rate: -------------------------------FIVE-- percent (5.0%) of Gross Sales G. Remodel Date: In the case of a new Restaurant, the date ten (10) years after the first date the

Restaurant opens to serve the general public, or, in the case of an existing Restaurant, on .

Refurbishment Date: In the case of a new Restaurant, the date five (5) years and fifteen (15) years after the first date the Restaurant opens to serve the general public; or, in the case of an existing Restaurant, on ___________________.

H. Address for notice to FRANCHISEE shall be at the Restaurant, unless another address is

inserted here: _________________________________________________________________ I. Permitted Financing: no more than 90% of (i) the initial investment in the building, site and

additional development, equipment, fixtures and signs for new restaurants or (ii) the purchase price for existing restaurants. (Initial)

J. Addenda: [ ] _____________________________________________________________

Form last revised April 2019

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TERMS AND CONDITIONS © MARCH 2021

SECTION 1. PARTIES

1.0 This Agreement is a non-exclusive license to operate a Baskin-Robbins business granted by us and to you. The franchisee, location and term are as specified in the accompanying Contract Data Schedule.

SECTION 2. GRANT OF THE FRANCHISE 2.0 As a result of the expenditure of time, effort and money, we have acquired experience and skill in the continued development of the Baskin-Robbins System (the “System”), which involves the conceptualization, design, specification, development, operation, marketing, franchising and licensing of restaurants and associated concepts for the sale of proprietary and non-proprietary food and beverage products. 2.1 In connection with the System, we own or have the right to license certain intellectual property. This property includes trademarks, service marks, logos, emblems, trade dress, trade names, including Baskin-Robbins®, and other indicia of origin (collectively, the “Proprietary Marks”), as well as patents and copyrights. The Proprietary Marks include trademarks on the Principal Register of the United States Patent and Trademark Office. From time to time we may supplement or modify the list of Proprietary Marks associated with the System. 2.2 As franchisor, we have the right to establish “Standards” for various aspects of the System that include the location, specifications, physical characteristics and quality of operating systems of restaurants and other concepts; the products that are sold; the qualifications of suppliers; the qualifications, organization and training of franchisees and their personnel; the timely marketing of products and our brand, including execution of marketing windows; and all other things affecting the experience of consumers who patronize our System. We make those Standards available to you in our manuals and in other forms of communication, which we may update from time to time. Complete uniformity may not be possible or practical throughout the System, and we may from time to time vary Standards as we deem necessary or desirable for the System. The Standards do not include any personnel or any tools, policies or procedures which we may make available for optional use; the franchisee alone will determine to what extent, if any, these optional tools, policies and procedures will be used in its operations. 2.3. As franchisee, you are solely responsible for the conduct of your employees and for otherwise exercising day-to-day control over your franchised business. You also have the responsibility to adhere to the Standards of the System as they now exist and may from time to time be modified, and you acknowledge that at the heart of the System and this franchise relationship is your commitment to that responsibility. Furthermore, you acknowledge that your commitment is important to us, to you, and to other franchisees in order to promote the goodwill associated with our System and Proprietary Marks, and that this Agreement should be interpreted to give full effect to this paragraph. 2.4 (a) Accordingly, for the Term of this Agreement, we grant you the license, and you accept the obligation, to operate a Restaurant (the “Restaurant”) within our System, using our intellectual property, only in accordance with our Standards and the other terms of this Agreement. This license is non-exclusive and relates solely to the single Restaurant location set forth in the Contract Data Schedule. We retain the right to operate or license others to operate

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Baskin-Robbins restaurants and other concepts, and to grant other licenses relating to the Proprietary Marks, at such locations and on such terms as we choose. We may use or license others to use the Proprietary Marks in ways that compete with your location and that draw customers from the same area as your Restaurant. 2.4 (b) Conditional Renewal of Franchise. This Agreement shall not automatically renew upon the expiration of the Term. You have an option to renew the Franchise upon the expiration of the Term for one (1) additional term of twenty (20) years (the “Renewal Term”) if, and only if, each and every one of the following conditions has been satisfied:

(i) You give us written notice of your desire to renew the Franchise at least twelve (12) months, but not more than eighteen (18) months (the “Renewal Notice Period”) prior to the end of the Term. (ii) You have maintained the Standards and otherwise sustained compliance with the terms and conditions of your Franchise Agreement (and lease with our affiliate or us, if applicable) over the Term of the Franchise Agreement; you must not have any uncured defaults under this Agreement at the time you provide notice; all your debts and obligations to us under this Agreement (and any lease if we are your landlord) or otherwise must be current through the expiration of the Term, including your Continuing Advertising Fee obligations to the Fund (as defined in Section 6); and we have not issued more than three (3) Notices to Cure or other default notices over the course of the ten (10) year period directly preceding expiration of the Term; (iii) You execute and deliver to us, within 14 days (or any longer period required by law) after delivery to you, the then-current form of Franchise Agreement being offered to new franchisees at the time of renewal, including all exhibits and our other then-current ancillary agreements. The terms and conditions and fee structures in the then-current Franchise Agreement may differ from this Agreement;

(iv) We approve the site and the terms of any lease extension or new lease covering

the Renewal Term, whether the lease for the Premises is with our affiliate or with a third party, including a third party in which you have an interest (and, if there is to be a new lease with a third party, you deliver to us our Option to Assume Lease executed by you and your landlord). (v) You pay us our then-current renewal fee; (vi) You and all of your direct and indirect shareholders, partners and members execute and deliver a termination of franchise agreement, in the form we prescribe from time to time that releases all claims that you may have against us, and our parents, affiliates and subsidiaries, and their officers, directors, shareholders and employees in both their corporate and individual capacities; (vii) You Remodel the Restaurant on or before the expiration of the Term, in accordance with Section 8.1 of this Agreement; (viii) If you lease the Premises from our affiliate, you agree that we have no obligation to exercise any lease option, if available, or otherwise extend the term of any prime lease for the Renewal Term to accommodate this Conditional Renewal Term, however, in the event we decide not to exercise our lease option, we will use reasonable efforts to effect a transfer of the lease to you as prime tenant; additionally, you acknowledge and agree that we have the right to

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relocate the Restaurant at the end of any Term, and in such event, the Conditional Renewal Term would apply to the relocated Restaurant should you qualify for it. 2.5 We will maintain a continuing advisory relationship with you by providing such assistance as we deem appropriate regarding the development and operation of the Restaurant. We may require that you designate a fully-trained person as our primary contact. We will advise on the selection of the Restaurant’s site as well as its construction, design, layout, equipment, maintenance, repair and remodeling. We will advise on the training of managers and crew personnel with regard to brand Standards, however all training of your employees, whether or not it relates to brand Standards, shall remain your sole responsibility; on marketing and merchandising; on inventory control and record-keeping; and on other aspects of Restaurant operations. In support of our advisory relationship, we will make available to you our then-current manuals setting out our Standards, together with explanatory policies, procedures and other materials that may be useful to you in complying with those Standards. We shall continue our efforts to maintain high and uniform standards of quality, cleanliness, appearance and service for all Baskin-Robbins restaurants. 2.6 We have established a franchisee advisory council comprised of members elected by franchisees in accordance with an election process prescribed by us as well as members appointed by us. We will consult with this group from time to time. This council will serve solely in an advisory capacity.

SECTION 3. DEVELOPMENT OF THE RESTAURANT 3.0 You agree that the Restaurant and any real estate controlled by you and appurtenant to the Restaurant (the “Premises”) must be designed, laid out, constructed, furnished, and equipped to meet our Standards, and you must satisfy any conditions to our approval of the development. Any deviations from our Standards must have our prior written approval. Any plans that we provide to you, and our approval of any plans you submit to us, relate solely to compliance with our Standards and should not be construed as a representation or warranty that the plans comply with applicable laws and regulations. That responsibility is solely yours. At our written request, you must promptly correct any unapproved deviations from our Standards in the development of the Restaurant or Premises. If you lose the use and enjoyment of the Premises before the end of the Term, this Agreement will automatically terminate without further notice. If you do not open your Restaurant within fifteen (15) months of signing this Agreement, then we will have the right to terminate this Agreement; provided, however that this sentence does not serve to amend your Store Development Agreement (“SDA”), if any, or modify any Required Opening Date contained therein.

SECTION 4. TRAINING 4.0 Before the Restaurant opens for business, and from time to time thereafter, we will make various mandatory and optional training programs regarding Standards that we have developed or obtained available to you, your management and your other Restaurant employees. We will conduct training programs regarding Standards, and we may require you to conduct training programs through your own properly certified (by us) trainers or supervisors. These programs may be conducted, at our option, in a Restaurant or other site, or through the internet or other electronic media. You agree to timely and successfully complete, and to require your management and your other Restaurant employees to timely and successfully complete, all training regarding Standards. Some training programs or systems may require the payment of fees.

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4.1 You are responsible for your costs incurred in receiving any Standards training and in conducting your own training, including the cost of any materials and the salaries and travel expenses of yourself, your management, and your other employees. In the event that the Restaurant repeatedly fails to meet Standards, then in addition to whatever other remedies we may have, we may require you, your management and your other Restaurant employees to participate in additional training programs at your expense, and you may be required to reimburse us for the costs of providing such training. 4.2 If you are a new franchisee and you are entering the System through the acquisition of an existing location or you need to have additional individuals attend training, you will need to pay the Initial Training Fee set forth in the Contract Data Schedule.

SECTION 5. FEES, PAYMENTS AND REPORTING OF SALES 5.0 Initial Franchise Fee. The amount and timing of payment of the Initial Franchise Fee is specified in the Store Development Agreement (“SDA”) relating to the location. If there is no SDA, the amount is specified in the Contract Data Schedule, and payment is due upon the signing of this Agreement, which must occur prior to commencing construction of the Restaurant. 5.1 Marketing Start-Up Fee. In connection with a material branding or re-branding event such as the opening, re-opening or remodel of the Restaurant or any other event set forth in our Standards, you agree to undertake promotional activities in the manner and to the extent that we prescribe in accordance with our Standards. We will advise you in writing of the manner and timing of payment of such activities. If we have established a minimum dollar expenditure for your Restaurant opening promotional activities, that amount will be set forth on the Contract Data Schedule. 5.2 Continuing Franchise Fees. You agree to pay us a Continuing Franchise Fee on or before Thursday of each week, for the seven-day period ending at the close of business on Saturday, twelve days previous. The amount due should be calculated by multiplying (a) the Gross Sales of the Restaurant for that seven-day period by (b) the Continuing Franchise Fee percentage stated in the Contract Data Schedule. We will specify the means and manner of payment from time to time, in writing. 5.3 Continuing Advertising Fee. You agree to pay us a Continuing Advertising Fee on or before Thursday of each week, for the seven-day period ending at the close of business on Saturday, twelve days previous. The amount due should be calculated by multiplying (a) the Gross Sales of the Restaurant for that seven-day period by (b) the Continuing Advertising Fee percentage stated in the attached Contract Data Schedule. The Continuing Advertising Fee should be paid at the same time and in the same manner as the Continuing Franchise Fee, unless we specify otherwise, in writing. 5.4 Additional Advertising Fee. If two-thirds of the Restaurants in the Designated Market Area (“DMA”) in which the Restaurant is located, or two-thirds of the restaurants in the continental United States, vote to support payment of Additional Advertising Fees for, respectively, a market-based or nationally-based program, you agree to pay such fees and your Restaurant will participate in that program. Any Additional Advertising Fees will be used only for the related program voted on by the restaurants. We will specify the means and manner of payment from time to time, in writing.

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5.5 “Gross Sales” means all revenue related to the sale of approved products and provision of services (including but not limited to direct delivery, catering and/or delivery services through third parties) through the operation of the Restaurant, but does not include money received for the sale of stored value cards and deposited into a central account maintained for the benefit of the System; taxes collected from customers on behalf of a governmental body; or the sale of approved products to another entity franchised or licensed by us for subsequent resale. All sales are considered to have been made at the time the product or prepaid product voucher/card/coupon (excluding stored value cards) is delivered to the purchaser, regardless of timing or form of payment. Revenues lost due to employee theft are not deductible from Gross Sales. You must submit any wholesale account for our prior approval using the procedure we specify from time to time. We may withdraw our approval at any time. 5.6 Taxes on Fees. If any tax or fee other than federal or state income tax is imposed on us by any governmental agency due to our receipt of fees that you pay to us under this Agreement, then you agree to pay us the amount of such tax as an additional Continuing Franchise Fee. 5.7 Late Fees, Interest and Costs. If you are late in paying all or part of a fee due to us, then you must also pay us our then-current late fee and interest on the unpaid amount calculated from the date due until paid at the rate of one and one-half percent (1.5%) per month, or the highest rate allowed by law, whichever is less. You must also pay all collection charges, including reasonable attorneys' fees, incurred by us to collect fees that are due. 5.8 Sales Reporting and Electronic Fund Transfer (“EFT”). You agree to participate in our specified program or procedure for sales reporting and payment of fees that are due, whether it is electronic fund transfer or some successor program, in accordance with our Standards. You agree to assume the costs associated with maintaining your capability to report sales and transfer funds to us. In no event will you be required to pay any sums before the date they are due, as described above.

SECTION 6. ADVERTISING

6.0 We have established and administer The Baskin-Robbins Advertising and Sales Promotion Fund (the “Fund”), and direct the development of all advertising, marketing and promotional programs for the System. We may use up to twenty percent (20%) of Continuing Advertising Fees but none of Additional Advertising Fees for the administrative expenses of the Fund and for programs designed to increase sales and further develop the reputation and image of the brand. The balance, including any interest earned by the Fund, will be used for advertising and related expenses. The content of all activities of the Fund, including the media selected and employed, as well as the area and restaurants targeted for such activities, will be determined by us. 6.1 We are not obligated to make expenditures for you that are equivalent or proportionate to your contributions to the Fund, or to ensure that you benefit directly or on a pro rata basis from the Fund’s activities. Upon your request, we will provide you with an audited statement of receipts and disbursements for the Fund that is audited by an independent, certified public accountant, for each fiscal year of the Fund. 6.2 From time to time, we may create a national or local promotional program(s) that, for a limited time, involves the giveaway of a specified product, or its sale at some specified price. We also may create programs for frequency and loyalty cards, and redemption of gift

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certificates, coupons, and vouchers the duration of which will be determined by us. If we designate any such program as mandatory, you agree to participate fully in that program. 6.3 If you wish to use any advertising or promotional material that you have prepared or caused to be prepared, then you must submit the material and the proposed use for our prior written approval in advance of any use, and discontinue such use when we require. Our prior written approval may take the form of guidelines.

SECTION 7. OPERATIONS 7.0 Operating in Accordance with Our Standards. You agree to operate the Restaurant in accordance with all of our Standards, some of which are set forth in this section. Among other things, you agree to: 7.0.1 Keep the Restaurant open and in continuous operation for those days and hours that we prescribe from time to time, and use the Restaurant and Premises only as a Baskin-Robbins business, unless we give written approval to do otherwise; 7.0.2 Install and use only equipment, furnishings, fixtures, and signage that we approve, replace them as we may require, and source them from suppliers, of which we may be one that we have approved in writing; 7.0.3 Install and use a retail information system that we approve and whose information is continuously accessible to us, for our access and use, through polling or other direct or remote means that we may specify; 7.0.4 Use only supplies, materials, and other items that we approve, and source them from approved suppliers, of which we may be one; 7.0.5 Sell all required products, sell only approved products, and source them from suppliers that we approve, of which we may be one, and maintain a sufficient supply of all approved products to meet customer demands at all times, unless you receive our written approval to do otherwise; 7.0.5.1 You will place orders with us or our designated supplier at such times and in such manner as we or our designated supplier prescribes from time to time. You will provide us or our designated supplier with means of access to the Restaurant’s frozen storage facility for delivery in accordance with regular route schedules as we or our designated supplier prescribes from time to time. We or our designated supplier may refuse to process orders or to impose a reasonable late or delivery charge for orders that are not placed timely. 7.0.6 Hire and maintain a sufficient number of properly trained managers and employees to render quick, competent and courteous service to Restaurant customers in accordance with our Standards, to increase sales and to further develop the reputation and image of the brand. 7.0.7 Comply with all of our requirements relating to health, safety and sanitation; 7.0.8 Sell products to a third party (including other franchisees) for subsequent resale only with our prior written approval, and only if the product is approved for resale;

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7.0.9 Keep our confidential manuals up-to-date and accessible in the Restaurant, and make them available only to those of your employees who need access to them in order to operate the franchised business; and 7.0.10 Timely execute marketing windows. 7.1 Obey All Laws. You agree to comply with all civil and criminal laws, ordinances, rules, regulations and orders of public authorities pertaining in any way to the occupancy, operation and maintenance of the Restaurant and Premises. 7.2 Right of Inspection. You agree that our employees and agents have the right to enter the Restaurant and Premises without notice during hours in which the Restaurant is open for business to determine your compliance with Standards and this Agreement. During the course of any such inspection, we may photograph or video any part of the Restaurant. We may select ingredients, products, supplies, equipment and other items from the Restaurant to evaluate whether they comply with our Standards. We may require you to immediately remove non-conforming items at your expense, and we may remove them at your expense if you do not remove them upon request. 7.3 Determination of Prices. Except as we may be permitted by law to require a particular price, you are free to determine the prices you charge for the products you sell. 7.4 Conditions of Employment. You are solely responsible for all labor and employment decisions, including hiring, training, disciplining, promoting, discharging, scheduling, and setting wages and terms of employment with respect to the Restaurant. We do not mandate or control labor or employment matters for you or for your management or your other employees. You agree to comply with all civil and criminal laws, ordinances, rules and regulations related to employment, including wage and hour laws. 7.5 Suppliers. We have the right to approve or disapprove any supplier to your Restaurant or to the System. From time to time, we may enter into or require national or regional exclusive supply arrangements with one or more independent suppliers for certain approved products. In evaluating the need for an exclusive supplier, we may take into account, among other things, the uniqueness of the product; the projected price and required volume of the product; the investment required and the ability of the supplier to meet the required quality and quantity of the product; the availability of qualified, alternative suppliers; the duration of the exclusivity; and the desirability of competitive bidding. 7.6 Complaints. You must submit to us copies of any customer complaints relating to the Restaurant or Premises. You must submit to us copies of any communications from public authorities about actual or potential violations of laws or regulations relating to the operation or occupancy of the Restaurant or Premises. We will specify from time to time the manner of submission of this information to us. 7.7 Courtesy. The parties will continuously strive to treat each other with courtesy and respect in all aspects of the franchise relationship.

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SECTION 8. REPAIRS, MAINTENANCE, REFURBISHMENT AND REMODEL 8.0 Repairs and Maintenance: You agree to continuously maintain the Restaurant and Premises, including all fixtures, furnishings, signs and equipment, in the degree of cleanliness, orderliness, sanitation and repair, as prescribed by our Standards. You agree to make needed repairs (and replacements) to the Restaurant and Premises, including all fixtures, furnishings, signs and equipment, on an ongoing basis to ensure that your use and occupancy of the Restaurant and Premises conform to our Standards at all times. You are responsible for the costs associated with maintenance, repairs and replacements, alterations and additions. 8.1 Refurbishment and Remodel: No later than the Refurbishment Dates described in the Contract Data Schedule, you must refurbish the Restaurant in accordance with our then-current refurbishment Standards as generally described below. No later than the Remodel Dates described in the Contract Data Schedule, you must remodel the Restaurant in accordance with our then-current remodel Standards as generally described below, including those relating to fixtures, furnishings, signs and equipment. You are responsible for the costs of Refurbishments and Remodels. Our refurbishment Standards generally include, but are not limited to, enhancements, improvements or upgrades to: exterior lighting and signage, pre-order board or other drive-thru equipment and signage, landscape design, new style wall covering and countertops, current seating and guest experience packages and/or production equipment or technology. Our remodel Standards generally include, but are not limited to, enhancements, improvements or upgrades to the: site, building, equipment, technology and operational systems as necessary to bring the Restaurant up to the then-current Brand image and Standards. 8.2 You may not defer your ongoing obligation to maintain, repair and replace because of a forthcoming refurbishment or remodel, or defer a scheduled refurbishment or remodel due to recent maintenance.

SECTION 9. PROPRIETARY MARKS 9.0 You agree to use only the Proprietary Marks we designate and in the manner that we approve. You may use and display such Proprietary Marks only in connection with the operation of the Restaurant and in compliance with our Standards. 9.1 You may not use the Proprietary Marks to advertise or sell products or services through the mail or by any electronic or other medium, including the internet, without our prior written approval. Our right of approval of any internet usage of our Proprietary Marks includes approval of the domain names and internet addresses, website materials and content, social media, and all links to other sites. We have the sole right to establish an internet “home page” using any of the Proprietary Marks, and to regulate the establishment and use of linked home pages by our franchisees. 9.2 You agree not to use the Proprietary Marks or the names “Baskin-Robbins”, “Baskin”, “BR”, ”31 Flavors” or anything confusingly similar as part of your corporate or other legal name, or as part of any e-mail address, domain name, social media accounts, or other identification of you or your business, in any medium. In all approved uses of the Proprietary Marks on your business forms such as your letterhead, invoices, order forms, receipts, and contracts, you must identify yourself as our franchisee and your business as independently owned and operated.

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9.3 You have no rights in the Proprietary Marks or our System other than those explicitly granted in this Agreement, and you may not sublicense the Proprietary Marks. 9.4 You agree to notify us promptly of any litigation relating to the Restaurant or the Proprietary Marks. In the event we undertake the defense or prosecution of any such litigation, you agree to execute any and all documents and do such acts and things as may be necessary, in the opinion of our counsel, to carry out such defense or prosecution. 9.5 We will save, defend, indemnify and hold you and your successors and assigns harmless, from and against (i) any and all claims based upon, arising out of, or in any way related to the validity of your approved use of the Proprietary Marks and (ii) any and all expenses and costs (including reasonable attorney’s fees) incurred by or on behalf of you in the defense against any and all such claims.

SECTION 10. RESTRICTIVE COVENANTS 10.0 You acknowledge that, as our franchisee, you will receive specialized training, including operations training, in the System that is beyond your present skills and those of your managers and employees. You further acknowledge that you will receive access to our confidential and proprietary information including methods, practices and products, which will provide a competitive advantage to you. As a condition of training you, sharing our confidential and proprietary information with you and granting you a license to operate the Restaurant within our System and use our intellectual property, we require the following covenants in order to protect our legitimate business interests and the interests of other franchisees in the System: 10.1 During the Term of this Agreement, neither you nor any shareholder, member, partner, officer, director or guarantor of yours, or any person or entity who is in active concert or participation with you or who has a direct or indirect beneficial interest in the franchised business, may have a direct or indirect interest in, perform any activities for, provide any assistance to, sell any approved products to, or receive any financial or other benefit from any business or venture that sells products that are the same as or substantially similar to those sold in Baskin-Robbins restaurants, except for i) other Baskin-Robbins restaurants that we franchise to you or ii) real property owned by you; provided, however, no business located on the real property may either a) be an ice cream or frozen treat store or b) derive more than 15% of its overall revenue from products that are the same as or substantially similar to those sold in Baskin-Robbins restaurants; divert or attempt to divert any Baskin-Robbins business or customer away from the Restaurant or the System; oppose the issuance of a building permit, zoning variance or other governmental approval required for the development of another Baskin-Robbins restaurant; or perform any act injurious or prejudicial to the goodwill associated with the Proprietary Marks or System. 10.2 For the first twenty-four months following the expiration or termination of this Agreement or transfer of an interest in the franchised business (the “Post-Term Period), neither you nor any shareholder, member, partner, officer, director or guarantor of yours, or any person or entity who is in active concert or participation with you or who has a direct or indirect beneficial interest in the franchised business, may have any direct or indirect interest in, perform any activities for, provide any assistance to or receive any financial or other benefit from any business or venture (other than an ownership interest in real property ) that sells products that are the same as or substantially similar to those sold in Baskin-Robbins restaurants and located within five (5) miles from the Restaurant or any other Baskin-Robbins restaurant that is open or

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under development. The restriction in the previous sentence does not apply to your ownership of less than two percent (2%) of a company whose shares are listed and traded on a national or regional securities exchange. The Post-Term Period begins to run upon your compliance with all of your obligations in this Section. 10.3 During the Term of this Agreement and at any time thereafter, neither you nor any shareholder, member, partner, officer, director or guarantor of yours, or any person or entity who is in active concert or participation with you or who has a direct or indirect beneficial interest in the franchised business, may contest, or assist others in contesting, the validity or ownership of the Proprietary Marks in any jurisdiction; register, apply to register, or otherwise seek to use or in any way control the Proprietary Marks or any confusingly similar form or variation of the Proprietary Marks; or reproduce, communicate or share any Confidential Information with anyone, or use for the benefit of anyone, except in carrying out your obligations under this Agreement. 10.4 You agree that a breach of the covenants contained in this Section will be deemed to threaten immediate and substantial irreparable injury to us and give us the right to obtain immediate injunctive relief without limiting any other rights we might have. If a court or other tribunal having jurisdiction to determine the validity or enforceability of this Section determines that, strictly applied, it would be invalid or unenforceable, then the time, geographical area and scope of activity restrained shall be deemed modified to the minimum extent necessary such that the restrictions in the Section will be valid and enforceable. 10.5 For purposes of this Agreement, the term “Confidential Information” means information relating to us or the Baskin-Robbins System that is not generally available to the public, including manuals, recipes, products, other trade secrets and all other information and know-how relating to the methods of developing, operating and marketing the Restaurant and the System. You must use best efforts to protect the Confidential Information. 10.6 If Franchisee is a legal entity, such entity’s organizing documents shall provide that its purpose is limited to the following: 10.6.1 To develop, acquire, own and operate one or more Dunkin’ and/or Baskin-Robbins franchises, and to conduct all business and financing activities related to those franchises; 10.6.2 To develop, acquire, own and lease any real or personal property used in connection with such franchises, including the financing of same; 10.6.3 To guarantee, co-sign or lend credit, and to secure such obligations by mortgaging, pledging, or otherwise transferring a security interest in your assets (excluding the Franchise Agreement, except and only to the extent and for so long as any applicable law requires that a franchisor permit a franchisee to grant a security interest in the Franchise Agreement) with respect to each of the following:

a. another Dunkin’ and/or Baskin-Robbins franchised business or Dunkin’ management company that qualifies as an Affiliate (as defined in (10.6.4) below);

b. an entity, of which you are a member, that operates or owns or leases real estate or equipment to a Dunkin’ central kitchen;

c. a real estate entity that both: (i) is an Affiliate or is directly or indirectly owned or controlled by you, by an Affiliate, by one or more of your shareholders, or by any person or organization that directly or indirectly owns shares in an Affiliate of yours,

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and (ii) owns, acquires and/or develops real estate used for Dunkin’ and/or Baskin-Robbins restaurants approved by us (for real estate that includes a Dunkin’ and/or Baskin-Robbins as part of a multi-use project, in addition to an Option to Assume, we require a non-disturbance agreement acceptable to us that permits us to operate or refranchise the restaurant in the event of a default under your loan, pledge, mortgage or similar instrument. Notwithstanding anything to the contrary, in no event may Franchisee guarantee, co-sign, lend credit, mortgage, pledge or otherwise transfer a security interest in your assets with respect to real estate that does not include a Dunkin’ and/or Baskin-Robbins business).

10.6.4 For purposes of this Agreement, an Affiliate means a corporation, partnership or limited liability company whose equity is owned in whole in part by (a) one or more of your shareholders, (b) one or more parent, spouse, sibling, child or grandchild or another blood relation of a shareholder(s) of yours, (c) a trust, family limited partnership or similar organization that we have approved as a shareholder and of which at least one of your shareholders is a settlor, trustee or beneficiary (or equivalent), or (d) or another entity that we have approved to hold an equity interest in you. 10.7 We have the exclusive right to use and incorporate into our System all modifications, changes, and improvements developed or discovered by your employees, agents or you in connection with the franchised business, without any liability or obligation to your employees, agents or you. SECTION 11. MAINTENANCE AND SUBMISSION OF BOOKS, RECORDS AND REPORTS 11.0 You are required to keep business records in the manner and for the time required by law, and in accordance with generally accepted accounting principles. You are required to keep any additional business records that we specify in writing from time to time, in the manner and for the time we specify. Our requirements may take the form of written guidelines. All records must be in English, and whether on paper or in an electronic form, must be capable of being reviewed by us without special hardware or software. You must retain copies of each state and federal tax return for the franchised business for a period of five years. 11.1 You must submit profit and loss statements to us on a monthly basis, and, at our request, balance sheets for your fiscal half-year and year-end, all in the format and by the means that we specify from time to time. If we specify additional records for periodic reporting, you agree to submit those records as required. 11.2 Within fifteen days from our request and at our option, you agree to (a) photocopy and deliver to us those required records that we specify, or (b) at a location acceptable to us, provide us access to any required records that we specify for examination and photocopying by us. You agree to grant us the right to examine the records of your purchases kept by any of your suppliers or distributors, including the National DCP or any successor entities, and hereby authorize those suppliers and distributors to allow us to examine and copy those records at our own expense. If after we review your business records, which include your business tax returns, we believe that intentional underreporting of Gross Sales may have occurred, then upon request, you and any signatory and guarantor of this Agreement must provide us with personal federal and state tax returns and personal bank statements for the periods requested. 11.3 We will keep any records you provide to us that contain confidential information of yours confidential, provided such records are marked confidential and, by their nature, would be

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considered by a reasonable person to be confidential, but we may release information to any person entitled to it under any lease, to a prospective transferee of the Restaurant, in connection with anonymous general information disseminated to our franchisees and prospective franchisees, in the formulation of plans and policies in the interest of the System, or if required by law or any legal proceeding.

SECTION 12. INSURANCE 12.0 Prior to opening or operating the Restaurant for business, and prior to constructing the Restaurant in the event you are developing the Restaurant, you agree to acquire insurance coverage of the type and in the amounts required by law, by any lease or sublease, and by us, as prescribed in our Standards. You must maintain such coverage in full force and effect throughout the duration of this Agreement. We have the right to change requirements from time to time. All insurance must be placed and maintained with insurance companies with ratings that meet or exceed our Standards. At our request, you must provide us with proof of required insurance coverages. 12.1 We and any affiliated party we designate must be named as additional insureds as our respective interests appear, and all policies must contain provisions denying to the insurer acquisition of rights of recovery against any named insured by subrogation. All policies shall include a provision prohibiting cancellations or material changes without thirty days prior written notice to all named insureds. Policies may not be limited in any way by reason of any insurance that we (or any named party) may maintain. Upon our request, you must produce proof that you currently have the insurance coverage described in this Agreement, with all of the aforementioned provisions. In the event that such insurance coverage is not in effect, we have the right to purchase the necessary coverage for the Restaurant at your expense and to bill you for any premiums. 12.2 Both you and we waive any and all rights of recovery against each other and our respective officers, employees, agents, and representatives, for damage to the waiving party or for loss of its property or the property of others under its control, to the extent that the loss or damage is covered by insurance. To obtain the benefit of our waiver, you must have the required insurance coverage in effect. When you are obtaining the policies of insurance required by this subsection, you must give notice to your insurance carriers that the above mutual waiver of subrogation is contained in this Agreement. This obligation to maintain insurance is separate and distinct from your obligation to indemnify us under the provisions of Section 14.9.

SECTION 13. TRANSFERS 13.0 Transfer by Us: This Agreement inures to the benefit of our successors and assigns, and we may assign our rights to any person or entity that agrees in writing to assume all of our obligations. Upon transfer, we will have no further obligation under this Agreement, except for any accrued liabilities. 13.1 Transfer by You: We entered into this Agreement based on the qualifications of your owners and you. Any direct or indirect transfer of interest in this Agreement or Franchisee requires our prior written consent, which we will not unreasonably withhold. Among other reasons, we may withhold consent if a proposed transferee does not meet our then-current criteria, if you have not satisfied all of your outstanding obligations to us, if the Restaurant and Premises are not in compliance with our Standards, or if we believe that the sale price of the interest to be conveyed is so high, or the terms of sale so onerous, that it is likely the transferee

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would be unable to properly operate, maintain, upgrade and promote the Restaurant and meet all financial and other obligations to us and to third parties. At the time of transfer, you and all of your direct and indirect shareholders, partners and members must execute a general release of us and our parent and affiliates, in our then-current standard form. If after an approved transfer, a shareholder, member or partner no longer has an interest in the franchised business, then such party is relieved of further obligations to us under the terms of this Agreement, except for money obligations through the date of transfer and obligations under Section 10. 13.2 Transfer Fee. At transfer, you must pay us a Transfer Fee of seven thousand five hundred dollars ($7,500.00), whether or not we exercise our rights in Section 13.4. 13.2.1 In lieu of the Transfer Fee, we will only charge our then-current Fixed Documentation Fee if the original signatories to the Franchise Agreement retain more than fifty percent (50%) of the shares after the transfer, or if all of the interests transfer to the spouse(s) or children of the original signatories or to beneficiaries or heirs of an owner who dies or becomes mentally incapacitated. 13.3 Transfer on Death: Within twelve (12) months from the death of you or any of your owner(s) and notwithstanding any agreement to the contrary, the deceased’s legal representative must propose to us in writing to transfer the interest of the deceased in this Agreement to one or more transferees. Any such transfer must occur within twelve months from such individual’s death, and is subject to our prior written consent, which we will not unreasonably withhold, in accordance with this Section. This Agreement shall automatically terminate if the transfer has not occurred within twelve (12) months, unless we grant an extension in writing. 13.4 Right of First Refusal: We have a right of first refusal to be the purchaser in the event of any proposed direct or indirect sale of interest in this Agreement or you, under the same terms and conditions contained in the offer or purchase and sale document. You must provide us with a fully-executed copy of any offer or purchase and sale document (including any referenced documents) for the sale and simultaneously submit to us an executed copy of the Rider to Contract for Sale (along with the exhibits that we require to be submitted for transfers), and we will have sixty (60) days from our receipt of a completed package to notify you whether we are exercising our right. We may purchase the interest ourselves or assign our right to exercise and/or purchase the interest without recourse to a nominee who will purchase the interest directly from you. In the event you modify the offer or terms of sale in any way, you must resubmit the modified offer or purchase and sale document, as modified, and we will again have sixty (60) days to exercise the right of first refusal. For the avoidance of doubt, if the proposed transfer involves the transfer of ownership of real estate or other assets that are not directly related to the operation of the franchised business, we may elect to exercise our right of first refusal with respect to all of the assets or only that portion of the assets directly related to the operation of the franchised business. If the proposed transfer involves consideration other than money (including without limitation consideration that is unique to Seller or Seller’s buyer under the Contract for Sale), then we reserve the right to disapprove the Contract for Sale due to the inclusion of such consideration, or to substitute the cash equivalent of the fair market value of that portion of the consideration that is not money, and in such event, Seller agrees to pay for any of our costs related to determining the fair market value of any such consideration.

SECTION 14. DEFAULT AND REMEDIES

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14.0 You will be in default under this Agreement under the following conditions: 14.0.1 You breach an obligation under this Agreement, or an obligation under another agreement, which agreement is necessary to the operation of the Restaurant. 14.0.2 You file a petition in bankruptcy, are adjudicated a bankrupt, or a petition is filed against you and is either consented to by you or not dismissed within thirty days; or you become insolvent or make an assignment for the benefit of creditors; or a bill in equity or other proceeding for the appointment of a receiver or other custodian for your business assets is filed and is either consented to by you or not dismissed within thirty days; or a receiver or other custodian is appointed for your business or business assets; or proceedings for composition with creditors is filed by or against you; or if your real or personal property is sold at levy. 14.0.3 You or your owners are convicted of or plead guilty or no contest to a felony or crime involving moral turpitude, or any other crime or offense that is injurious to our System or the goodwill enjoyed by our Proprietary Marks. 14.0.4 You or your owners commit a fraud upon us or a third party relating to a business franchised or licensed by us. 14.0.5 You use or permit the use of any business franchised or licensed by us, including the Restaurant or Premises, for an unauthorized purpose. 14.0.6 We terminate any other franchise agreement with you or any affiliated entity by reason of a default under sections 14.0.3, 14.0.4 or 14.0.5. 14.1 You will have the following opportunities to cure a default under this Agreement. 14.1.1 Thirty-Day Cure Period. Except as otherwise provided, you must cure any default under this Agreement within thirty (30) days after delivery of notice of default to you in our then-standard form or forms of communication. 14.1.2 Seven-Day Cure Period. If you do not pay the money owed to us or the Advertising Fund when due, or if you fail to maintain the insurance coverage required by this Agreement, you must cure that default within seven (7) days after delivery of notice of default to you in our then-standard form or forms of communication. 14.1.3 Twenty-Four Hour Cure Period. If you violate any law, regulation, order or Standard relating to health, sanitation or safety, or if you cease to operate the restaurant for a period of forty-eight (48) hours without our prior written consent, you must cure that default within twenty-four (24) hours after delivery of notice of default to you in our then-standard form or forms of communication. 14.1.4 Cure on Demand. You must destroy any product or cure any situation that, in our opinion, poses an imminent risk to public health and safety, at the time we demand you do so. 14.2 No Cure Period. No cure period will be available if you are in default under paragraphs 14.0.2 through 14.0.6; if you abandon the Restaurant; if you intentionally under-report Gross Sales or otherwise commit an act of fraud with respect to your acquisition or performance of this Agreement; or if your lease for the Restaurant is terminated. In addition, no cure period will be available for any default if you already have received three (3) or more previous notices-to-cure

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for the same or a substantially similar default (whether or not you have cured the default), within the immediately preceding twelve-month period. 14.3 Statutory Cure Period. If a default is curable under this Agreement, and the applicable law in the state in which the Premises is located requires a longer cure period than that specified in this Agreement, the longer period will apply. 14.4 In addition to all the remedies provided at law or by statute for the breach of this Agreement, we also have the following remedies: 14.4.1 If we believe a condition of the Premises or of any product pose a threat to the health or safety of your customers or other persons at the Premises, we have the right to take such action as we deem necessary to protect these persons, and the goodwill enjoyed by our Proprietary Marks and System. Such actions may include any or all of the following: we may require you to immediately close and suspend operation of the Restaurant and correct such conditions; we may immediately remove or destroy any products that we suspect are contaminated; and, if you fail to correct a hazardous condition on demand, and within a reasonable time, we and contractors we hire may enter the Restaurant without being guilty of, or liable for, trespass or tort, and correct the condition. You are solely responsible for all losses or expenses incurred in complying with the provisions of this subsection. Further, if you should discover a hazardous condition as described above, you agree to notify us immediately. 14.4.2 If after proper notice and opportunity to cure, you have not complied with a Standard involving the condition of the Restaurant, including maintenance, repair, and cleanliness, we and contractors we hire may enter the Restaurant without being guilty of, or liable for, trespass or tort, and correct the condition at your expense. 14.4.3 If you are repeatedly in default of this Agreement, we may disapprove your participation in the sale of new products or new programs until you cure your defaults and demonstrate to our reasonable satisfaction that you can maintain compliance with Standards. 14.4.4 You will pay to us all costs and expenses, including reasonable payroll and travel expenses for our employees, and reasonable investigation and attorneys' fees, incurred by us in successfully enforcing (which includes achieving a settlement) any provisions of this Agreement. 14.5 Because of the importance of your compliance with Standards to protect our System, other franchisees, and the goodwill enjoyed by our Proprietary Marks, you agree that the remedies described elsewhere in this Agreement, as well as monetary damages or termination at a future date, may be insufficient remedies for a breach of our Standards. Accordingly, you agree not to contest the appropriateness of injunctive relief for such breaches, and consent to the grant of an injunction in such cases without the showing of actual damages, irreparable harm or the lack of an adequate remedy at law. In order to obtain an injunction, we must show only that the Standard in issue was adopted in good faith, that it is a Standard of general applicability in that DMA or “region” (as that term is defined by us), and that you are violating or are about to violate that Standard. A Standard of general applicability is one that applies to all franchisees in the DMA or region, or throughout the Baskin-Robbins System. 14.6 Termination and Expiration. If you commit a default referenced in section 14.2 or if you fail to timely cure any default that may be cured, we may terminate this Agreement. Termination will be effective immediately upon receipt of a written notice of termination unless a notice period is required by law, in which case that notice period will apply. Upon termination or

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expiration of this Agreement, you no longer have any rights granted by this Agreement. If we suffer your continued operation of the Restaurant while we seek judicial enforcement of the expiration or our election to terminate, then our conducting business as if the Agreement had not expired or been terminated in order to preserve the reputation of our System and goodwill associated with the Proprietary Marks, and our adherence to the judicial process, is neither a waiver of our election to terminate nor an extension of the termination date. 14.7 In the event of termination or expiration of this Agreement: 14.7.1 You must pay all monies owed under this Agreement, including any fees and interest, within ten days. 14.7.2 You must immediately cease operation of the Restaurant and no longer represent yourself to the public as our franchisee. 14.7.3 You must immediately cease all use of our Proprietary Marks, trade secrets, confidential information, and manuals, and cease to participate directly or indirectly in the use or benefits of our System. 14.7.4 You must, within ten days, return all originals and copies of our operating manuals, plans, specifications, and all other materials of ours in your possession relating to the operation of the Restaurant, all of which you acknowledge to be our property. The remaining materials are your property. 14.7.5 Upon our request within thirty (30) days from the date of termination due to default, you agree to sell to us any or all of the furniture, fixtures, and equipment at the purchase cost when originally installed in the Restaurant, less a depreciation deduction computed on a straight-line basis over a ten (10) year useful life for the respective items (but in no event less than ten percent (10%) of the original purchase cost for such equipment, fixtures and furnishings); 14.7.6 Upon our request within thirty days from the date of termination or expiration, you must assign to us any leasehold interest you have in the Restaurant and Premises or any other agreement related to the Premises. 14.7.7 Upon our request within thirty days from the date of termination due to default or expiration, you must remove from the Restaurant and Premises and return to us all indicia of our Proprietary Marks. Further, you must make such modifications or alterations to the Restaurant and Premises as we require in accordance with our Standards to distinguish the Restaurant and Premises from the premises of other restaurants in the System. You must also disconnect any telephone listings that contain our name, and withdraw any fictitious name registration containing any part of our Proprietary Marks. You hereby appoint us as your attorney-in-fact, and in your name, to do any act necessary to accomplish the intent of this section. In the event you fail or refuse to comply with the requirements of this section, we have the right to enter upon the Premises, without being guilty of trespass or any other tort, for the purpose of making such changes as may be required, at your expense, which you agree to pay upon demand. 14.8 You agree that the existence of any claims against us, whether or not arising from this Agreement, shall not constitute a defense to the enforcement by us of any provision of this Agreement

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14.9 Indemnification. You will indemnify and hold us, our parent, subsidiaries and affiliates, including our and their respective members, officers, directors, employees, agents, successors and assigns, harmless from all claims related in any way to the operation, possession or ownership of the Restaurant or the Premises (including without limitation those relating to the Restaurant’s employees), or any debt or obligation of yours. This indemnification covers all fees (including reasonable attorneys’ fees), costs and other expenses incurred by us or on our behalf in the defense of any claims, and shall not be limited by the amount of insurance required under this Agreement. Our right to indemnity shall be valid notwithstanding any joint or concurrent liability that may be imposed on us by statute, ordinance, regulation or other legal requirement or decision. We will notify you of any claims covered by this paragraph, and you shall have the opportunity to assume the defense of the matter. We shall have the right to participate in any defense that is assumed by you, at our own cost and expense. No settlement of any claim against us shall be made without our prior written consent if we would be subjected to any liability not covered by you or your insurer.

SECTION 15. DISPUTE RESOLUTION 15.0 Waiver of Rights: Both we and you waive and agree not to include in any pleading or arbitration demand: class action claims; demand for trial by jury; claims for lost profits (expressly excluding any fees due to us now or in the future under this Agreement); or claims for punitive, multiple, or exemplary damages. If any pleading is filed that contains any of these claims or a jury demand, or if a court determines that all or any part of the waivers are ineffective, then the pleading shall be dismissed with prejudice, leaving the pleading party to its arbitration remedy. No claim by either of us can be consolidated with the claims of any other party. If such claims and demands cannot be waived by law, then the parties agree that any recovery will not exceed two (2) times actual damages. 15.1 Arbitration: Either of us, as plaintiff or claimant, may choose to submit a dispute to a court or to arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (or another nationally established arbitration association acceptable to you and us) and under the Federal Rules of Evidence. The plaintiff or claimant's election to arbitrate or to submit the dispute to the court system, including any compulsory counterclaims, is binding on the parties except that we shall have the option to submit to a court any of the following actions: to collect fees due under this Agreement; for injunctive relief; to protect our intellectual property, including Proprietary Marks; and to terminate this Agreement for a default. For any arbitration, the arbitrator(s) shall issue a reasoned award, with findings of fact and conclusions of law. The arbitration award and the decision on any appeal will be conclusive and binding on the parties. Actions to enforce an express obligation to pay money may be brought under the Expedited Procedures of the AAA’s Commercial Arbitration Rules. The place of arbitration shall be in the state in which the Restaurant is located. The Federal Arbitration Act shall govern, excluding all state arbitration law. Massachusetts’s law shall govern all other issues. All claims and counterclaims brought by either party in arbitration shall be subject to the applicable statute(s) of limitations. 15.2 Scope of Arbitration: Disputes concerning the validity or scope of this Section, including whether a dispute is subject to arbitration, are beyond the authority of the arbitrator(s) and shall be determined by a court of competent jurisdiction pursuant to the Federal Arbitration Act, 9 U.S.C. §1 et seq., as amended from time to time. The provisions of this Section shall continue in full force and effect subsequent to any expiration or termination of this Agreement.

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15.3 Appeals: Either party may appeal the arbitrator’s final award to a panel of three arbitrators chosen under the Optional Appellate Rules of the AAA.

SECTION 16. MISCELLANEOUS 16.0 If you directly or indirectly acquire ownership or control of the Premises, you must promptly give us written notice of such ownership or control and execute our then-standard agreement giving us the option to lease the Premises from you if you default under this Agreement or under any lease relating to the Restaurant or Premises. The lease will be for the then-remaining term of this Agreement, including any extension or renewal, at “triple-net” fair market value rent for comparable Baskin-Robbins locations with arms-length leases. If the parties cannot agree on the fair market value, they will consult a mutually-acceptable real estate professional. 16.1 You are an independent contractor of ours and not our agent, partner or joint venturer. You and we do not jointly employ any Restaurant management or other personnel working the Restaurant. Neither party has the power to bind the other. Nothing in this Agreement contemplates a fiduciary relationship. Neither party is liable for any act, omission, debt or any other obligation of the other, and you and we agree to indemnify and save each other harmless from any such claim and the cost of defending such claim. 16.2 Our waiver of your breach of any term of this Agreement applies only to that one breach and that one term, and not to any subsequent breach of any term. Acceptance by us of any payments due under this Agreement shall not be deemed to be a waiver by us of any preceding breach by you of any term. If we accept payments from any person or entity other than you, such payments will be deemed made by such person as your agent and not as your successor or assignee. We may waive or modify any obligation of other franchisees under agreements similar to this Agreement, without any obligation to grant a similar waiver or modification to you. If, for any reason, any provision of this Agreement is determined to be invalid or to conflict with an existing or future law, then the remaining provisions will continue to bind the parties and the invalid or conflicting provision will be deemed not to be a part of this Agreement. 16.3 The parties’ rights and remedies are cumulative. Neither you nor your successor may create or assert any security interest or lien in this Agreement, without our prior written approval. You represent and warrant that you have established your operating agreement, by-laws or partnership agreement in accordance with the requirements of this Agreement. In the event of any conflict between a provision in this Agreement and a provision in your operating agreement, by-laws or partnership agreement, the provision of this Agreement will control. 16.4 Captions, paragraph designations and section or subsection headings are included in this Agreement for convenience only, and in no way define or limit the scope or intent of the provisions. Wherever we use the word “including”, it means “including but not limited to.” 16.5 Notices. All notices shall be sent by nationally recognized overnight courier or certified mail to the addresses set forth in the Contract Data Schedule, or to such other addresses as you and we provide each other in writing. All notices to us shall be sent to us “c/o Dunkin’ Brands, Inc., as Manager, Attention: Legal Department.” 16.6 This Agreement and the documents referred to herein shall be the entire, full and complete agreement between you and us concerning the subject matter of this Agreement, which supersedes all prior agreements. Nothing in this Section, however, is intended to disclaim the representations we made in the franchise disclosure document that we furnished to you. This

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Agreement is made in the Commonwealth of Massachusetts, USA, and any disputes that arise out of the relationship between the parties described by this Agreement, including but not limited to any pre-contractual dealings, shall be interpreted, construed and governed by the laws of the Commonwealth of Massachusetts. This Agreement may be executed in multiple counter-parts by facsimile or otherwise. This Agreement may only be modified in a writing signed by you and us. 16.7 Your success in this business is speculative and depends, to an important extent, upon your ability as an independent business owner. We do not represent or warrant that the Restaurant will achieve a certain level of sales or be profitable, notwithstanding our approval of the location. By your signature below, you acknowledge that you have entered into this Agreement after making an independent investigation of the Baskin-Robbins System.

(The remainder of this page is intentionally left blank.)

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21

Intending to be legally bound hereby, the parties have duly executed and delivered this agreement in duplicate, as of the date and year first written above. You hereby acknowledge receipt of this Franchise Agreement, including any addenda referenced in Item J, at least seven (7) calendar days (or such longer period as is required by state law) prior to the date hereof. You further acknowledge having carefully read this agreement in its entirety, including all addenda identified above and the Personal Guarantee below (if applicable).

BASKIN-ROBBINS FRANCHISING LLC

By: ________________________________

Assistant Secretary

This Agreement is not binding upon the above entity or entities until executed by an authorized representative. YOU ACKNOWLEDGE SECTION 15 OF THE TERMS & CONDITIONS, WHICH PROVIDES FOR YOUR EXPRESS WAIVER OF RIGHTS TO A JURY TRIAL, TO PARTICIPATE IN CLASS ACTION LAWSUITS, TO OBTAIN PUNITIVE, MULTIPLE OR EXEMPLARY DAMAGES.

FRANCHISEE

WITNESS/ATTEST: Entity ____________________________________ By: ________________________________

Print Name: __________________________ Print Name: ________________________

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22

PERSONAL GUARANTEE

The undersigned represent and warrant that they hold a direct or an indirect interest in FRANCHISEE ENTITY NAME (“Franchisee”) organized under the laws of the State/Province of ______________. Waiving demand and notice, the undersigned hereby, jointly and severally, personally guarantee the full payment of Franchisee’s money obligations to us (and our parents or affiliates) under Section 5 and the performance of all of the Franchisee’s other obligations under this Franchise Agreement, including, without limitation, Section 10 in its entirety relative to the restrictions on activities. The undersigned personally agree that the Franchise Agreement shall be binding upon each of them personally. The undersigned, jointly and severally, agree that we may, without notice to or consent of the undersigned, (a) extend, in whole or in part, the time for payment of Franchisee’s money obligations under Section 5; (b) modify, with the consent of Franchisee, Franchisee’s money or other obligations under this Agreement; and (c) settle, waive or compromise any claim that we have against FRANCHISEE or any or all of the undersigned, all without in any way affecting this personal guarantee, which is intended to take effect as a sealed instrument. __________________________________ _____________________________________

Witness , individually Print Name: ___________________________________ _____________________________________

Witness , individually Print Name: ___________________________________ _____________________________________

Witness , individually Print Name: ___________________________________ _____________________________________

Witness , individually Print Name:

193

PC # _________________

City and State_________________

CERTIFICATION OF AGREEMENT By signing below, you acknowledge that you received our Franchise Disclosure Document (“FDD”) and have had the opportunity to review it and obtain the advice of an attorney. Your answers to the questions below will provide us with an opportunity to correct any possible misunderstandings prior to entering into the attached agreement with you (“Agreement”). Therefore, your certification is important and we will act in reliance upon your answers below in signing the Agreement. Other than what is written in the Agreement or FDD, describe below any information provided by any employee or agent of our company that has influenced your decision to sign the Agreement. If the answer is “none,” please write “NONE” below. Other than the historical information that is provided in Items 7 or 19 (including the Notes sections) of our FDD, describe below any information provided by any employee or agent of our company about your future financial performance, including sales, costs or profits, that has influenced your decision to sign the Agreement. If the answer is “none,” please write “NONE” below. If you do not complete and sign this page, we will not counter-sign the Agreement (or, if that has already taken place, we have the right to void the Agreement). I certify that the above information is true, as of the same date as that on which the Agreement was signed.

FRANCHISEE: Witness/Attest: ____________________________________ ___________________________________ By:__________________________________ ___________________________________ _____________________________________

Witness , individually Print Name: __________________________________ _____________________________________

Witness , individually Print Name: ___________________________________ _____________________________________

Witness , individually Print Name:

194

Exhibit B-2

SDA #__________ PC#___________

FRANCHISE AGREEMENT This Franchise Agreement (“Agreement”), dated _________________, 20___, is made by and between DUNKIN' DONUTS FRANCHISING LLC (“Dunkin’” ) and BASKIN-ROBBINS FRANCHISING LLC (“Baskin-Robbins”), Delaware Limited Liability Companies and indirect, wholly-owned subsidiaries of Dunkin’ Brands, Inc., with principal offices at 130 Royall Street, Canton, Massachusetts 02021 (for the sake of convenience collectively, “we”, “us” or “our”), and the following individual(s) and/or entity:

(individually or collectively referred to as "Franchisee,” “you” or “your”). CONTRACT DATA SCHEDULE

A. Location of the Restaurant: (number) (street) (city or town) (state) (zip code) B. Term: _________________ ( ) years from the first date the Restaurant opens to serve the

general public, or, in the case of an existing Restaurant, until ____________________, _______. C. Initial Franchise Fee: ______________________________________ dollars ($ ) D. Marketing Start-Up Fee: _____________________________________ dollars ($ )

for current event; per Brand Standards for all subsequent branding or re-branding events E.1 Continuing Franchise Fee Rate: ________________________ percent (___%) of Gross Sales E.2. Continuing Training Fee: _______________________________ dollars ($ )

due upon execution, and annually thereafter at the then-current rate F. Continuing Advertising Fee Rate: -------------------------------FIVE-- percent (5.0%) of Gross Sales G. Remodel Date: In the case of a new Restaurant, the date ten (10) years after the first date the Restaurant opens to serve the general public, or, in the case of an existing Restaurant, on _______________.

Refurbishment Date: In the case of a new Restaurant, the date five (5) years and fifteen (15) years after the first date the Restaurant opens to serve the general public; or, in the case of an existing Restaurant, on ___________________.

H. Address for notice to FRANCHISEE shall be at the Restaurant, unless another address is

inserted here: ________________________________________________________________ I. Permitted Financing: no more than 90% of (i) the initial investment in the building, site and

additional development, equipment, fixtures and signs for new restaurants or (ii) the purchase price for existing restaurants. (Initial)

J. Addenda: [ ] ______________________________________________________________

K. The approved source of bakery supply for this Restaurant is: _____________________________

(If this is a non-producing Restaurant insert PC# of producing restaurant; otherwise insert PC# for this Restaurant) You cannot change your source of bakery supply without our prior written approval.

Form last revised APRIL 2019

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TERMS AND CONDITIONS © MARCH 2021

SECTION 1. PARTIES

1.0 This Agreement is a non-exclusive license to operate a Dunkin’ /Baskin-Robbins business granted by us and to you. The franchisee, location and term are as specified in the accompanying Contract Data Schedule.

SECTION 2. GRANT OF THE FRANCHISE 2.0 As a result of the expenditure of time, effort and money, we have acquired experience and skill in the continued development of the Dunkin’ and Baskin-Robbins Systems (each a “System” and collectively, the “Systems”), which involves the conceptualization, design, specification, development, operation, marketing, franchising and licensing of restaurants and associated concepts for the sale of proprietary and non-proprietary food and beverage products. 2.1 In connection with each System, we own or have the right to license certain intellectual property. This property includes trademarks, service marks, logos, emblems, trade dress, trade names, including Dunkin’ Donuts®, Baskin-Robbins® and other indicia of origin (collectively, the “Proprietary Marks”), as well as patents and copyrights. The Proprietary Marks include trademarks on the Principal Register of the United States Patent and Trademark Office. From time to time we may supplement or modify the list of Proprietary Marks associated with each System. 2.2 As franchisor, Dunkin’ and Baskin-Robbins each have the right to establish “Standards” for various aspects of their respective System that include the location, physical characteristics and quality of operating systems of restaurants and other concepts; the products that are sold; the qualifications of suppliers; the qualifications, organization and training of franchisees and their personnel; the timely marketing of products and each brand, including execution of marketing windows; and all other things affecting the experience of consumers who patronize each System. We make those Standards available to you in our Manuals and in other forms of communication, which we may update from time to time. Complete uniformity may not be possible or practical throughout each System, and we may from time to time vary Standards as we deem necessary or desirable for the Systems. 2.3. As franchisee, you are responsible for the conduct of your employees and for otherwise exercising day-to-day control over your franchised business. You also have the responsibility to adhere to the Standards of the System as they now exist and may from time to time be modified, and you acknowledge that at the heart of each System and this franchise relationship is your commitment to that responsibility. Furthermore, you acknowledge that your commitment is important to us, to you, and to other franchisees in order to promote the goodwill associated with our Systems and Proprietary Marks, and that this Agreement should be interpreted to give full effect to this paragraph. 2.4 (a) Accordingly, for the Term of this Agreement, we grant you the license, and you accept the obligation, to operate a Restaurant (the “Restaurant”) within our Systems, using our intellectual property, only in accordance with our Standards and the other terms of this Agreement. This license is non-exclusive and relates solely to the single Restaurant location set forth in the Contract Data Schedule. We retain the right to operate or license others to operate Dunkin’ and Baskin-Robbins restaurants and other concepts, and to grant other licenses relating to the Proprietary Marks, at such locations and on such terms as we choose. We may use or

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license others to use the Proprietary Marks in ways that compete with your location and that draw customers from the same area as your Restaurant. 2.4 (b) Conditional Renewal of Franchise. This Agreement shall not automatically renew upon the expiration of the Term. You have an option to renew the Franchise upon the expiration of the Term for one (1) additional term of twenty (20) years (the “Renewal Term”) if, and only if, each and every one of the following conditions has been satisfied:

(i) You give us written notice of your desire to renew the Franchise at least twelve months, but not more than eighteen months (the “Renewal Notice Period”) prior to the end of the Term. (ii) You have maintained the Standards and otherwise sustained compliance with the terms and conditions of your Franchise Agreement (and lease with our affiliate or us, if applicable) over the term of the Franchise Agreement; you must not have any uncured defaults under this Agreement at the time you provide notice; all your debts and obligations to us under this Agreement (and any lease if we are your landlord) or otherwise must be current through the expiration of the Term; including your Continuing Advertising Fee obligations to the Fund (as defined in Section 6) and we have not issued more than three (3) Notices to Cure or other default notices over the course of the ten (10) year period directly preceding expiration of the Term; (iii) You must execute and deliver to us, within 14 days (or any longer period required by law) after delivery to you, the then-current form of Franchise Agreement being offered to new franchisees at the time of renewal, including all exhibits and our other then-current ancillary agreements. The terms and conditions and fee structures in the then-current Franchise Agreement may differ from this Agreement;

(iv) We approve the site and the terms of any lease extension or new lease covering

the Renewal Term, whether the lease for the Premises is with our affiliate or us or with a third party, including a third party in which you have an interest. (v) You pay us our then-current renewal fee; (vi) You execute and deliver a termination of franchise agreement and mutual general release, in the form we prescribe from time to time that releases all claims that we may have against each other, and our respective parents, affiliates and subsidiaries, and their respective officers, directors, shareholders and employees in both their corporate and individual capacities; provided, however, that each parties’ indemnification obligations for claims arising in connection with this Agreement shall survive termination of this agreement and shall not be subject to the general release; (vii) You Remodel the Restaurant on or before the expiration of the Term, in accordance with Section 8.1 of this Agreement; (viii) If you lease the Premises from our affiliate or us, you agree that we have no obligation to exercise any lease option, if available, or otherwise extend the term of any prime lease for the Renewal Term to accommodate this Conditional Renewal Term, however, in the event we decide not to exercise our lease option, we will use reasonable efforts to effect a transfer of the lease to you as prime tenant;

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2.5 We will maintain a continuing advisory relationship with you by providing such assistance as we deem appropriate regarding the development and operation of the Restaurant. We may require that you designate a fully-trained person as our primary contact. We will advise on the selection of the Restaurant’s site as well as its construction, design, layout, equipment, maintenance, repair and remodeling. We will advise on the training of managers and crew personnel; on marketing and merchandising; on inventory control and record-keeping; and on all aspects of Restaurant operations. In support of our advisory relationship, we will make available to you our then-current Manuals setting out our Standards, together with explanatory policies, procedures and other materials to assist you in complying with those Standards. We shall continue our efforts to maintain high and uniform standards of quality, cleanliness, appearance and service at all Dunkin’ and Baskin-Robbins stores. 2.6 We have established a franchisee advisory council comprised of members elected by franchisees in accordance with an election process prescribed by us as well as members appointed by us. We will consult with this group from time to time. This council will serve solely in an advisory capacity.

SECTION 3. DEVELOPMENT OF THE RESTAURANT 3.0 You agree that the Restaurant and any real estate controlled by you and appurtenant to the Restaurant (the “Premises”) must be designed, laid out, constructed, furnished, and equipped to meet our Standards and specifications, and you must satisfy any conditions to our approval of the development. Any deviations from our plans, specifications and requirements must have our prior written approval. Any plans that we provide to you, and our approval of any plans you submit to us, relate solely to compliance with our Standards and should not be construed as a representation or warranty that the plans comply with applicable laws and regulations. That responsibility is solely yours. At our written request, you must promptly correct any unapproved deviations from our Standards in the development of the Restaurant or Premises. If you lose the use and enjoyment of the premises before the end of the Term, this Agreement will automatically terminate without further notice. If you do not open your Restaurant within fifteen (15) months of signing this Agreement, then we will have the right to terminate this Agreement. This does not serve to amend your SDA or modify your Required Opening Date, if any.

SECTION 4. TRAINING 4.0 Before the Restaurant opens for business, and from time to time thereafter, we will make various mandatory and optional training programs regarding Standards that we have developed or obtained available to you, your management and other Restaurant personnel to assist you in meeting Standards. We will conduct training programs regarding Standards, and we may require you to conduct training programs through your own properly certified (by us) trainers or supervisors. These programs may be conducted, at our option, in a Restaurant or other site, or through the Internet or other electronic media. You agree to timely and successfully complete, and to require your management and other employees to timely and successfully complete, all training that we designate as mandatory regarding Standards. Some training programs or systems may require the payment of fees. 4.1 You are responsible for your costs incurred in receiving any Standards training and in conducting your own training, including the cost of any materials and the salaries and travel expenses of yourself, your management, and your employees. In the event that the Restaurant repeatedly fails to meet Standards, in addition to whatever other remedies we may have, we

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may require you, your management and other Restaurant personnel to participate in additional training programs at your expense, and you may be required to reimburse us for the costs of providing such training. 4.2 If you are a new franchisee and you are entering the Baskin-Robbins System through the acquisition of an existing location or you need to have additional individuals attend training, you will need to pay the Initial Training Fee set forth in the Contract Data Schedule.

SECTION 5. FEES, PAYMENTS AND REPORTING OF SALES 5.0 Initial Franchise Fee. The amount and timing of payment of the Initial Franchise Fee is specified in the Store Development Agreement (“SDA”) relating to the location. If there is no SDA, the amount is specified in the Contract Data Schedule, and payment is due upon the signing of this Agreement, which must occur prior to commencing construction of the Restaurant. 5.1 Marketing Start-Up Fee. In connection with a material branding or re-branding event such as the opening, re-opening or remodel of the Restaurant or any other event set forth in our Standards, you agree to undertake promotional activities in the manner and to the extent that we prescribe in accordance with our Standards. We will advise you in writing of the manner and timing of payment of such activities. If we have established a minimum dollar expenditure for your Restaurant opening promotional activities, that amount will be set forth on the Contract Data Schedule. 5.2 Continuing Franchise Fees. You agree to pay us a Continuing Franchise Fee on or before Thursday of each week, for the seven-day period ending at the close of business on Saturday, twelve days previous. The amount due should be calculated by multiplying (a) the Gross Sales of the Restaurant for that seven-day period by (b) the Continuing Franchise Fee percentage stated in the Contract Data Schedule. We will specify the means and manner of payment from time to time, in writing. 5.3 Continuing Advertising Fee. You agree to pay us a Continuing Advertising Fee on or before Thursday of each week, for the seven-day period ending at the close of business on Saturday, twelve days previous. The amount due should be calculated by multiplying (a) the Gross Sales of the Restaurant for that seven-day period by (b) the Continuing Advertising Fee percentage stated in the attached Contract Data Schedule. The Continuing Advertising Fee should be paid at the same time and in the same manner as the Continuing Franchise Fee, unless we specify otherwise, in writing. 5.4 Additional Advertising Fee. If two-thirds of the Restaurants in the Designated Market Area (“DMA”) in which the Restaurant is located, or two-thirds of the restaurants in the continental United States, vote to support payment of Additional Advertising Fees for, respectively, a market-based or nationally-based program, you agree to pay such fees and your Restaurant will participate in that program. Any Additional Advertising Fees will be used only for the related program voted on by the restaurants. We will specify the means and manner of payment from time to time, in writing. 5.5 “Gross Sales” means all revenue related to the sale of approved products and services through the operation of the Restaurant, but does not include money received for the sale of stored value cards and deposited into a central account maintained for the benefit of each System; taxes collected from customers on behalf of a governmental body; or the sale of approved products to another entity franchised or licensed by us for subsequent resale. All

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sales are considered to have been made at the time the product is delivered to the purchaser, regardless of timing or form of payment. Revenues lost due to employee theft are not deductible from Gross Sales. Sales made to approved Dunkin’ wholesale accounts are included in Gross Sales for purposes of calculating the Continuing Franchise Fee but not the Continuing Advertising Fee. You must submit any wholesale account for our prior approval using the procedure we specify from time to time. We may withdraw our approval at any time. 5.6 Taxes on Fees. If any tax or fee other than federal or state income tax is imposed on us by any governmental agency due to our receipt of fees that you pay to us under this Agreement, then you agree to pay us the amount of such tax as an additional Continuing Franchise Fee. 5.7 Late Fees, Interest and Costs. If you are late in paying all or part of a fee due to us, then you must also pay us our then-current late fee and interest on the unpaid amount calculated from the date due until paid at the rate of one and one-half percent (1.5%) per month, or the highest rate allowed by law, whichever is less. You must also pay all collection charges, including reasonable attorneys' fees, incurred by us to collect fees that are due. 5.8 Sales Reporting and Electronic Fund Transfer (“EFT”). You agree to participate in our specified program or procedure for sales reporting and payment of fees that are due, whether it is electronic fund transfer or some successor program, in accordance with our Standards. You agree to assume the costs associated with maintaining your capability to report sales and transfer funds to us. In no event will you be required to pay any sums before the date they are due, as described above.

SECTION 6. ADVERTISING 6.0 We have established and administer an Advertising and Sales Promotion Fund (the “Fund”) for each System, and direct the development of all advertising, marketing and promotional programs for the System. We may use up to twenty percent (20%) of Continuing Advertising Fees but none of Additional Advertising Fees for the administrative expenses of each Fund and for programs designed to increase sales and further develop the reputation and image of each brand. The balance, including any interest earned by each Fund, will be used for advertising and related expenses. The content of all activities of each Fund, including the media selected and employed, as well as the area and restaurants targeted for such activities, will be determined by us. 6.1 We are not obligated to make expenditures for you that are equivalent or proportionate to your contributions to each Fund, or to ensure that you benefit directly or on a pro rata basis from each Fund’s activities. Upon your request, we will provide you with an audited statement of receipts and disbursements for each Fund that is audited by an independent, certified public accountant, for each fiscal year of the Fund. 6.2 If you wish to use any advertising or promotional material that you have prepared or caused to be prepared, then you must submit the material and the proposed use for our prior written approval in advance of any use, and discontinue such use when we require. Our prior written approval may take the form of guidelines. 6.3 With respect to the Baskin-Robbins unit, from time to time, we may create a national or local promotional program(s) that, for a limited time, involves the giveaway of a specified product, or its sale at some specified price. We also may create programs for frequency and loyalty cards, and redemption of gift certificates, coupons, and vouchers the duration of which

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will be determined by us. If we designate any such program as mandatory, you agree to participate fully in that program.

SECTION 7. OPERATIONS 7.0 Operating in Accordance with Our Standards. You agree to operate the Restaurant in accordance with all of our Standards, some of which are set forth in this section. Among other things, you agree to: 7.0.1 Keep the Restaurant open and in continuous operation for hours we prescribe, and use the Restaurant and Premises only as a Dunkin’/Baskin-Robbins business, unless we give written approval to do otherwise; 7.0.2 Install and use only equipment, furnishings, fixtures, and signage that we approve, replace them as we may require, and source them from approved suppliers, of which we may be one; 7.0.3 Install and use a retail information system that we approve and whose information is continuously accessible to us, for our access and use, through polling or other direct or remote means that we may specify. Unless we approve in writing, you will be required to use the retail information system approved for the Dunkin' brand; 7.0.4 Use only supplies, materials, and other items that we approve, and source them from approved suppliers, of which we may be one; 7.0.5 Sell all required products, sell only approved products, and source them from suppliers that we approve, of which we may be one, and maintain a sufficient supply of all approved products to meet customer demands at all times, unless you receive our written approval to do otherwise; 7.0.5.1 You will place orders with us or our designated supplier at such times and in such manner as we or our designated supplier prescribes from time to time. You will provide us or our designated supplier with a means of access to the Restaurant’s frozen storage facility for delivery in accordance with regular route schedules as we or our designated supplier prescribes from time to time. We or our designated supplier may refuse to process orders or impose a reasonable late or additional delivery charge for orders that are not placed timely. 7.0.6 Use best efforts to hire employees of good character. Maintain a sufficient number of properly trained managers and employees to render quick, competent and courteous service to Restaurant customers in accordance with our Standards. 7.0.7 Use only employees that have literacy and fluency in the English language sufficient, in our reasonable opinion, to adequately communicate with customers if their duties include customer service; 7.0.8 Comply with all of our requirements relating to health, safety and sanitation; 7.0.9 Sell any products to a third party for subsequent resale only with our prior written approval;

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7.0.10 Keep our confidential Manuals up-to-date and accessible in the Restaurant, and make them available only to those of your employees who need access to them in order to operate the franchised business; and 7.0.11 Timely execute marketing windows. 7.1 Obey All Laws. You agree to comply with all civil and criminal laws, ordinances, rules, regulations and orders of public authorities pertaining to the occupancy, operation and maintenance of the Restaurant and Premises. 7.2 Right of Inspection. You agree that our employees and agents have the right to enter the Restaurant and Premises without notice during business hours to determine your compliance with Standards and this Agreement. During the course of any such inspection, we may photograph or video any part of the Restaurant. We may select ingredients, products, supplies, equipment and other items from the Restaurant to evaluate whether they comply with our Standards. We may require you to immediately remove non-conforming items at your expense, and we may remove them at your expense if you do not remove them upon request. 7.3 Determination of Prices. Except as we may be permitted by law to require a particular price, you are free to determine the prices you charge for the products you sell. 7.4 Conditions of Employment. You are solely responsible for all employment decisions, including hiring, promoting, discharging, and setting wages and terms of employment. 7.5 Suppliers. We have the right to approve or disapprove any supplier to your Restaurant or to each System. From time to time, we may enter into or require national or regional exclusive supply arrangements with one or more independent suppliers for certain approved products. In evaluating the need for an exclusive supplier, we may take into account, among other things, the uniqueness of the product; the projected price and required volume of the product; the investment required and the ability of the supplier to meet the required quality and quantity of the product; the availability of qualified, alternative suppliers; the duration of the exclusivity; and the desirability of competitive bidding. 7.6 Complaints. You must submit to us copies of any customer complaints relating to the Restaurant or Premises. You must submit to us any communications from public authorities about actual or potential violations of laws or regulations relating to the operation or occupancy of the Restaurant or Premises. We will specify from time to time the manner of submission of this information to us. 7.7 Courtesy. The parties will continuously strive to treat each other with courtesy and respect in all aspects of the franchise relationship.

SECTION 8. REPAIRS, MAINTENANCE, REFURBISHMENT AND REMODEL 8.0 Repairs and Maintenance: You agree to continuously maintain the Restaurant and Premises, including all fixtures, furnishings, signs and equipment, in the degree of cleanliness, orderliness, sanitation and repair, as prescribed by our Standards. You agree to make needed repairs (and replacements) to the Restaurant and Premises, including all fixtures, furnishings, signs and equipment, on an ongoing basis to ensure that your use and occupancy of the Restaurant and Premises conform to our Standards at all times. You are responsible for the costs associated with maintenance, repairs and replacements, alterations and additions.

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8.1 Refurbishment and Remodel: No later than the Refurbishment Dates described in the Contract Data Schedule, you must refurbish the Restaurant in accordance with our then-current refurbishment Standards as generally described below. No later than the Remodel Dates described in the Contract Data Schedule, you must remodel the Restaurant in accordance with our then-current remodel Standards as generally described below, including those relating to fixtures, furnishings, signs and equipment. You are responsible for the costs of Refurbishments and Remodels. Our refurbishment Standards generally include, but are not limited to, enhancements, improvements or upgrades to: exterior lighting and signage, pre-order board or other drive-thru equipment and signage, landscape design, new style wall covering and countertops, current seating and guest experience packages and/or production equipment or technology. Our remodel Standards generally include, but are not limited to, enhancements, improvements or upgrades to the: site, building, equipment, technology and operational systems as necessary to bring the Restaurant up to the then-current Brand image and standards. 8.2 You may not defer your ongoing obligation to maintain, repair and replace because of a forthcoming refurbishment or remodel.

SECTION 9. PROPRIETARY MARKS 9.0 You agree to use only the Proprietary Marks we designate and in the manner that we approve. You may use and display such Proprietary Marks only in connection with the operation of the Restaurant and in compliance with our Standards. 9.1 You may not use the Proprietary Marks to advertise or sell products or services through the mail or by any electronic or other medium, including the Internet, without our prior written approval. Our right of approval of any Internet usage of our Proprietary Marks includes approval of the domain names and Internet addresses, website materials and content, social media, and all links to other sites. We have the sole right to establish an Internet “home page” using any of the Proprietary Marks, and to regulate the establishment and use of linked home pages by our franchisees. 9.2 You agree not to use the Proprietary Marks or the names “Dunkin’ Donuts”, “Dunkin’”, “DD”, “Dunk”, “Baskin-Robbins”, “Baskin”, “BR”, “31 Flavors”, or anything confusingly similar as part of your corporate or other legal name, or as part of any e-mail address, domain name, social media accounts, or other identification of you or your business, in any medium. In all approved uses of the Proprietary Marks on your business forms such as your letterhead, invoices, order forms, receipts, and contracts, you must identify yourself as our franchisee and your business as independently owned and operated. 9.3 You have no rights in the Proprietary Marks or our Systems other than those explicitly granted in this Agreement, and you may not sublicense the Proprietary Marks. 9.4 You agree to notify us promptly of any litigation relating to the Proprietary Marks. In the event we undertake the defense or prosecution of any such litigation, you agree to execute any and all documents and do such acts and things as may be necessary, in the opinion of our counsel, to carry out such defense or prosecution. 9.5 We will save, defend, indemnify and hold you and your successors and assigns harmless, from and against (i) any and all claims based upon, arising out of, or in any way related to the

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validity of your approved use of the Proprietary Marks and (ii) any and all expenses and costs (including reasonable attorney’s fees) incurred by or on behalf of you in the defense against any and all such claims.

SECTION 10. RESTRICTIVE COVENANTS 10.0 You acknowledge that as our franchisee, you will receive specialized training, including operations training, in each System that is beyond your present skills and those of your managers and employees. You further acknowledge that you will receive access to our confidential and proprietary information, including methods, practices and products, which will provide a competitive advantage to you. As a condition of training you, sharing our confidential and proprietary information with you and granting you a license to operate the Restaurant within each System and use our intellectual property, we require the following covenants in order to protect our legitimate business interests and the interests of other franchisees in the Dunkin’ and Baskin-Robbins Systems: 10.1 During the term of this Agreement, neither you nor any shareholder, member, partner, officer, director or guarantor of yours, or any person or entity who is in active concert or participation with you or who has a direct or indirect beneficial interest in the franchised business, may have a direct or indirect interest in, perform any activities for, provide any assistance to, sell any approved products to, or receive any financial or other benefit from any business or venture that sells products that are the same as or substantially similar to those sold in Dunkin’ or Baskin-Robbins restaurants, except for i) other Dunkin’ and Baskin-Robbins restaurants that we franchise to you or ii) real property owned by you; provided, however, no business located on the real property may either a) be a coffee, baked goods, ice cream or frozen treat store or b) derive more that 15% of its overall revenue from products that are the same as or substantially similar to those sold in Dunkin’ or Baskin-Robbins restaurants; divert or attempt to divert any Dunkin’ or Baskin-Robbins business or customer away from the Restaurant or either System; oppose the issuance of a building permit, zoning variance or other governmental approval required for the development of another Dunkin’ or Baskin-Robbins restaurant; or perform any act injurious or prejudicial to the goodwill associated with the Proprietary Marks or Systems. 10.2 For the first twenty-four months following the expiration or termination of this Agreement or transfer of an interest in the franchised business (the “Post-Term Period), neither you nor any shareholder, member, partner, officer, director or guarantor of yours, or any person or entity who is in active concert or participation with you or who has a direct or indirect beneficial interest in the franchised business, may have any direct or indirect interest in, perform any activities for, provide any assistance to or receive any financial or other benefit from any business or venture (other than an ownership interest in real property ) that sells products that are the same as or substantially similar to those sold in Dunkin’ or Baskin-Robbins restaurants and located within five (5) miles from the Restaurant or any other Dunkin’ or Baskin-Robbins restaurant that is open or under development. The restriction in the previous sentence does not apply to your ownership of less than two percent (2%) of a company whose shares are listed and traded on a national or regional securities exchange. The Post-Term Period begins to run upon your compliance with all of your obligations in this Section. 10.3 During the term of this Agreement and at any time thereafter, neither you nor any shareholder, member, partner, officer, director or guarantor of yours, or any person or entity who is in active concert or participation with you or who has a direct or indirect beneficial interest in the franchised business, may contest, or assist others in contesting, the validity or ownership of the Proprietary Marks in any jurisdiction; register, apply to register, or otherwise

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seek to use or in any way control the Proprietary Marks or any confusingly similar form or variation of the Proprietary Marks; or reproduce, communicate or share any Confidential Information with anyone, or use for the benefit of anyone, except in carrying out your obligations under this Agreement. 10.4 You agree that a breach of the covenants contained in this Section will be deemed to threaten immediate and substantial irreparable injury to us and give us the right to obtain immediate injunctive relief without limiting any other rights we might have. If a court or other tribunal having jurisdiction to determine the validity or enforceability of this Section determines that, strictly applied, it would be invalid or unenforceable, then the time, geographical area and scope of activity restrained shall be deemed modified to the minimum extent necessary such that the restrictions in the Section will be valid and enforceable. 10.5 For purposes of this Agreement, the term “Confidential Information” means information relating to us or the Dunkin’ or Baskin-Robbins Systems that is not generally available to the public, including Manuals, recipes, products, other trade secrets and all other information and know-how relating to the methods of developing, operating and marketing the Restaurant and each System. You must use best efforts to protect the Confidential Information. 10.6 If Franchisee is a legal entity, such entity’s organizing documents shall provide that its purpose is limited to the following: 10.6.1 To develop, acquire, own and operate one or more Dunkin’ and/or Baskin-Robbins franchises, and to conduct all business and financing activities related to those franchises; 10.6.2 To develop, acquire, own and lease any real or personal property used in connection with such franchises, including the financing of same; 10.6.3 To guarantee, co-sign or lend credit, and to secure such obligations by mortgaging, pledging, or otherwise transferring a security interest in your assets (excluding the Franchise Agreement, except and only to the extent and for so long as any applicable law requires that a franchisor permit a franchisee to grant a security interest in the Franchise Agreement) with respect to each of the following:

a. another Dunkin’ and/or Baskin-Robbins franchised business or Dunkin’ management company that qualifies as an Affiliate (as defined in (10.6.4) below);

b. an entity, of which you are a member, that operates or owns or leases real estate or equipment to a Dunkin’ central kitchen;

c. a real estate entity that both: (i) is an Affiliate or is directly or indirectly owned or controlled by you, by an Affiliate, by one or more of your shareholders, or by any person or organization that directly or indirectly owns shares in an Affiliate of yours, and (ii) owns, acquires and/or develops real estate used for Dunkin’ and/or Baskin-Robbins restaurants approved by us (for real estate that includes a Dunkin’ and/or Baskin-Robbins as part of a multi-use project, in addition to an Option to Assume, we require a non-disturbance agreement acceptable to us that permits us to operate or refranchise the restaurant in the event of a default under your loan, pledge, mortgage or similar instrument. Notwithstanding anything to the contrary, in no event may Franchisee guarantee, co-sign, lend credit, mortgage, pledge or otherwise transfer a security interest in your assets with respect to real estate that does not include a Dunkin’ and/or Baskin-Robbins business).

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10.6.4 For purposes of this Agreement, an Affiliate means a corporation, partnership or limited liability company whose equity is owned in whole in part by (a) one or more of your shareholders, (b) one or more parent, spouse, sibling, child or grandchild or another blood relation of a shareholder(s) of yours, (c) a trust, family limited partnership or similar organization that we have approved as a shareholder and of which at least one of your shareholders is a settlor, trustee or beneficiary (or equivalent), or (d) or another entity that we have approved to hold an equity interest in you. 10.7 We have the exclusive right to use and incorporate into each System all modifications, changes, and improvements developed or discovered by your employees, agents or you in connection with the franchised business, without any liability or obligation to your employees, agents or you. SECTION 11. MAINTENANCE AND SUBMISSION OF BOOKS, RECORDS AND REPORTS 11.0 You are required to keep business records in the manner and for the time required by law, and in accordance with generally accepted accounting principles. You are required to keep any additional business records that we specify from time to time, in the manner and for the time we specify. All records must be in English, and whether on paper or in an electronic form, must be capable of being reviewed by us without special hardware or software. You must retain copies of each state and federal tax return for the franchised business for a period of five years. 11.1 You must submit profit and loss statements to us on a monthly basis, and, at our request, balance sheets for your fiscal half-year and year-end, all in the format and by the means that we specify from time to time. If we specify additional records for periodic reporting, you agree to submit those records as required. 11.2 Within fifteen days from our request and at our option, you agree to (a) photocopy and deliver to us those required records that we specify, or (b) at a location acceptable to us, provide us access to any required records that we specify for examination and photocopying by us. You agree to grant us the right to examine the records of your purchases kept by any of your suppliers or distributors, including the National DCP or any successor entities, and hereby authorize those suppliers and distributors to allow us to examine and copy those records at our own expense. If after we review your business records, which include your business tax returns, we believe that intentional underreporting of Gross Sales may have occurred, then upon request, you and any signatory and guarantor of this Agreement must provide us with personal federal and state tax returns and personal bank statements for the periods requested. 11.3 We will keep any records you provide to us that contain confidential information of yours confidential, provided such records are marked confidential and, by their nature, would be considered by a reasonable person to be confidential, but we may release information to any person entitled to it under any lease, to a prospective transferee of the Restaurant, in connection with anonymous general information disseminated to our franchisees and prospective franchisees, in the formulation of plans and policies in the interest of each System, or if required by law or any legal proceeding.

SECTION 12. INSURANCE 12.0 Prior to opening or operating the Restaurant for business, and prior to constructing the Restaurant in the event you are developing the Restaurant, you agree to acquire insurance coverage of the type and in the amounts required by law, by any lease or sublease, and by us, as prescribed in our Standards. You must maintain such coverage in full force and effect

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throughout the duration of this Agreement. We have the right to change requirements from time to time. All insurance must be placed and maintained with insurance companies with ratings that meet or exceed our Standards. At our request, you must provide us with proof of required insurance coverages. 12.1 We and any affiliated party we designate must be named as additional insureds as our respective interests appear, and all policies must contain provisions denying to the insurer acquisition of rights of recovery against any named insured by subrogation. All policies shall include a provision prohibiting cancellations or material changes without thirty days prior written notice to all named insureds. Policies may not be limited in any way by reason of any insurance that we (or any named party) may maintain. Upon our request, you must produce proof that you currently have the insurance coverage described in this Agreement, with all of the aforementioned provisions. In the event that such insurance coverage is not in effect, we have the right to purchase the necessary coverage for the Restaurant at your expense and to bill you for any premiums. 12.2 Both you and we waive any and all rights of recovery against each other and our respective officers, employees, agents, and representatives, for damage to the waiving party or for loss of its property or the property of others under its control, to the extent that the loss or damage is covered by insurance. To obtain the benefit of our waiver, you must have the required insurance coverage in effect. When you are obtaining the policies of insurance required by this subsection, you must give notice to your insurance carriers that the above mutual waiver of subrogation is contained in this Agreement. This obligation to maintain insurance is separate and distinct from your obligation to indemnify us under the provisions of Section 14.9.

SECTION 13. TRANSFERS 13.0 Transfer by Us: This Agreement inures to the benefit of our successors and assigns, and we may assign our rights to any person or entity that agrees in writing to assume all of our obligations. Upon transfer, we will have no further obligation under this Agreement, except for any accrued liabilities. 13.1 Transfer by You: We entered into this Agreement based on the qualifications of your owners and you. Any direct or indirect transfer of interest in this Agreement requires our prior written consent, which we will not unreasonably withhold. We may withhold consent if a proposed transferee does not meet our then-current criteria, if you have not satisfied all of your outstanding obligations to us, if the Restaurant and Premises are not in compliance with our Standards, or if we believe that the sale price of the interest to be conveyed is so high, or the terms of sale so onerous, that it is likely the transferee would be unable to properly operate, maintain, upgrade and promote the Restaurant and meet all financial and other obligations to us and to third parties. At the time of transfer, you and all of your shareholders, partners and members must execute a general release of us and our parent and affiliates, in our then-current standard form. If after an approved transfer, a shareholder, member or partner no longer has an interest in the franchised business, then such party is relieved of further obligations to us under the terms of this Agreement, except for money obligations through the date of transfer and obligations under Section 10. 13.2 Transfer Fee. At transfer, you must pay us a Transfer Fee as follows, whether or not we exercise our rights in Section 13.4:

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13.2.1 If you have not owned and operated the Restaurant for at least three full years before the transfer occurs, you will pay the Transfer Fee set forth in the chart in Section 13.2.2 below plus twenty thousand dollars ($20,000). 13.2.2 If the transfer occurs after the third full year of ownership and operation, you will pay the Transfer Fee stated below. We reserve the right to select another period or to make appropriate adjustments to such Gross Sales in the event extraordinary occurrences (e.g., road construction, fire or other casualty, etc.) materially affected the Restaurant's sales during the trailing twelve month period.

Gross Sales for the Trailing 12 Month Period Transfer Fee Less than $400,000.00 $12,500.00

$400,000.00 or more, but less than $600,000.00 $13,500.00 $600,000.00 or more, but less than $1,000,000.00 $15,500.00

$1,000,000.00 or more, but less than $1,400,000.00 $19,500.00 $1,400,000.00 or more $27,500.00

13.2.3 In lieu of the Transfer Fee, we will only charge the applicable, then-current Fixed Documentation Fee published by us from time to time for i) a transfer of interest that does not result in a Change of Control (as defined below) or ii) if any of the interests transfer to the spouse(s) or children of the original signatories or iii) if all of the interests transfer to beneficiaries or heirs of an owner who dies or becomes mentally incapacitated. For the purposes of this Agreement, “Change of Control” means either i) a transfer of majority interest from an original signatory to another or ii) any transaction or series of transactions that, either alone or together with other previous, simultaneous or other proposed transfers, whether related or unrelated, will have the result of the original signatories holding an aggregate interest less than 50% of the indirect or direct interest in this Agreement. For the avoidance of doubt, if any Transfer under part (i) above that results in a Change of Control, then the Transfer Fee(s) set forth in Section(s) 13.2.1 and 13.2.2, as applicable, shall apply. 13.3 Transfer on Death: Within twelve months from the death of you or any of your owner(s) and notwithstanding any agreement to the contrary, the deceased’s legal representative must propose to us in writing to transfer the interest of the deceased in this Agreement to one or more transferees. Any such transfer must occur within twelve months from such individual’s death, and is subject to our prior written consent, which we will not unreasonably withhold, in accordance with this Section. This Agreement shall automatically terminate if the transfer has not occurred within twelve months, unless we grant an extension in writing. 13.4 Right of First Refusal: We have a right of first refusal to be the purchaser in the event of any proposed direct or indirect sale of interest in this Agreement, under the same terms and conditions contained in the offer or purchase and sale document. Only one franchisor will exercise the right of first refusal. As between the two franchisors, the brand that generated the most sales at the Restaurant in the twelve months preceding receipt of the offer or purchase and sale document will have the right to exercise the right of first refusal as to both brands. You must provide us with a fully-executed copy of any offer or purchase and sale document (including any referenced documents) for the sale, and we will have sixty days from our receipt to notify you whether we are exercising our right. We may purchase the interest ourselves or assign our right without recourse to a nominee who will purchase the interest directly from you. In the event you modify the offer or terms of sale in any way, you must resubmit the modified

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offer or purchase and sale document, as modified, and we will again have sixty days to exercise the right of first refusal.

SECTION 14. DEFAULT AND REMEDIES 14.0 You will be in default under this Agreement under the following conditions: 14.0.1 You breach an obligation under this Agreement, or an obligation under another agreement, which agreement is necessary to the operation of the Restaurant. 14.0.2 You file a petition in bankruptcy, are adjudicated a bankrupt, or a petition is filed against you and is either consented to by you or not dismissed within thirty days; or you become insolvent or make an assignment for the benefit of creditors; or a bill in equity or other proceeding for the appointment of a receiver or other custodian for your business assets is filed and is either consented to by you or not dismissed within thirty days; or a receiver or other custodian is appointed for your business or business assets; or proceedings for composition with creditors is filed by or against you; or if your real or personal property is sold at levy. 14.0.3 You or your owners are convicted of or plead guilty or no contest to a felony or crime involving moral turpitude, or any other crime or offense that is injurious to either System or the goodwill enjoyed by our Proprietary Marks. 14.0.4 You or your owners commit a fraud upon us or a third party relating to a business franchised or licensed by us. 14.0.5 You use or permit the use of any business franchised or licensed by us, including the Restaurant or Premises, for an unauthorized purpose. 14.0.6 We terminate any other franchise agreement with you or any affiliated entity by reason of a default under sections 14.0.3, 14.0.4 or 14.0.5. 14.1 You will have the following opportunities to cure a default under this Agreement. 14.1.1 Thirty-Day Cure Period. Except as otherwise provided, you must cure any default under this Agreement within thirty days after delivery of notice of default to you in our then-standard form or forms of communication. 14.1.2 Seven-Day Cure Period. If you do not pay the money owed to us or the Advertising Fund when due, or if you fail to maintain the insurance coverage required by this Agreement, you must cure that default within seven days after delivery of notice of default to you in our then-standard form or forms of communication. 14.1.3 Twenty-Four Hour Cure Period. If you violate any law, regulation, order or Standard relating to health, sanitation or safety, or if you cease to operate the restaurant for a period of forty-eight hours without our prior written consent, you must cure that default within twenty-four hours after delivery of notice of default to you in our then-standard form or forms of communication. 14.1.4 Cure on Demand. You must destroy any product or cure any situation that, in our opinion, poses an imminent risk to public health and safety, at the time we demand you do so.

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14.2 No Cure Period. No cure period will be available if you are in default under paragraphs 14.0.2 through 14.0.6; if you abandon the Restaurant; if you intentionally under-report Gross Sales or otherwise commit an act of fraud with respect to your acquisition or performance of this Agreement; or if your lease for the Restaurant is terminated. In addition, no cure period will be available for any default if you already have received three or more previous notices-to-cure for the same or a substantially similar default (whether or not you have cured the default), within the immediately preceding twelve-month period. 14.3 Statutory Cure Period. If a default is curable under this Agreement, and the applicable law in the state in which the premises is located requires a longer cure period than that specified in this Agreement, the longer period will apply. 14.4 In addition to all the remedies provided at law or by statute for the breach of this Agreement, we also have the following remedies: 14.4.1 If we believe a condition of the Premises or of any product pose a threat to the health or safety of your customers, employees or other persons, we have the right to take such action as we deem necessary to protect these persons, and the goodwill enjoyed by our Proprietary Marks and Systems. Such actions may include any or all of the following: we may require you to immediately close and suspend operation of the Restaurant and correct such conditions; we may immediately remove or destroy any products that we suspect are contaminated; and, if you fail to correct a hazardous condition on demand, and within a reasonable time, we and contractors we hire may enter the Restaurant without being guilty of, or liable for, trespass or tort, and correct the condition. You are solely responsible for all losses or expenses incurred in complying with the provisions of this subsection. Further, if you should discover a hazardous condition as described above, you agree to notify us immediately. 14.4.2 If after proper notice and opportunity to cure, you have not complied with a Standard involving the condition of the Restaurant, including maintenance, repair, and cleanliness, we and contractors we hire may enter the Restaurant without being guilty of, or liable for, trespass or tort, and correct the condition at your expense. 14.4.3 If you are repeatedly in default of this Agreement, we may disapprove your participation in the sale of new products or new programs until you cure your defaults and demonstrate to our reasonable satisfaction that you can maintain compliance with Standards. 14.4.4 You will pay to us all costs and expenses, including reasonable payroll and travel expenses for our employees, and reasonable investigation and attorneys' fees, incurred by us in successfully enforcing (which includes achieving a settlement) any provisions of this Agreement. 14.5 Because of the importance of your compliance with Standards to protect our Systems, other franchisees, and the goodwill enjoyed by our Proprietary Marks, you agree that the remedies described elsewhere in this Agreement, as well as monetary damages or termination at a future date, may be insufficient remedy for a breach of our Standards. Accordingly, you agree not to contest the appropriateness of injunctive relief for such breaches, and consent to the grant of an injunction in such cases without the showing of actual damages, irreparable harm or the lack of an adequate remedy at law. In order to obtain an injunction, we must show only that the Standard in issue was adopted in good faith, that it is a Standard of general applicability in that DMA or “region” (as that term is defined by us), and that you are violating or are about to violate that Standard. A Standard of general applicability is one that applies to all franchisees in the DMA or region, or throughout the Dunkin’ and Baskin-Robbins Systems.

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14.6 Termination and Expiration. If you commit a default referenced in section 14.2 or if you fail to timely cure any default that may be cured, we may terminate this Agreement. Termination will be effective immediately upon receipt of a written notice of termination unless a notice period is required by law, in which case that notice period will apply. Upon termination or expiration of this Agreement, you no longer have any rights granted by this Agreement. If we suffer your continued operation of the Restaurant while we seek judicial enforcement of our election to terminate, conducting business as if the Agreement had not been terminated in order to preserve the reputation of our Systems and goodwill associated with the Proprietary Marks, our adherence to the judicial process is neither a waiver of our election to terminate nor an extension of the termination date. 14.7 In the event of termination or expiration of this Agreement: 14.7.1 You must pay all monies owed under this Agreement, including any fees and interest, within ten days. 14.7.2 You must immediately cease operation of the Restaurant and no longer represent yourself to the public as our franchisee. 14.7.3 You must immediately cease all use of our Proprietary Marks, trade secrets, confidential information, and manuals, and cease to participate directly or indirectly in the use or benefits of our System. 14.7.4 You must, within ten days, return all originals and copies of our operating manuals, plans, specifications, and all other materials of ours in your possession relating to the operation of the Restaurant, all of which you acknowledge to be our property. The remaining materials are your property. 14.7.5 Upon our request within thirty days from the date of termination due to default, you agree to sell to us any or all of the furniture, fixtures, and equipment at its then-current fair market value, less any indebtedness on the equipment, and indebtedness to us; 14.7.6 Upon our request within thirty days from the date of termination or expiration, you must assign to us any leasehold interest you have in the Restaurant and Premises or any other agreement related to the Premises. 14.7.7 Upon our request within thirty days from the date of termination due to default or expiration, you must remove from the Restaurant and Premises and return to us all indicia of our Proprietary Marks. Further, you must make such modifications or alterations to the Restaurant and Premises as we require in accordance with our Standards to distinguish the Restaurant and Premises from the premises of other restaurants in the System. You must also disconnect any telephone listings that contain our name, and withdraw any fictitious name registration containing any part of our Proprietary Marks. You hereby appoint us as your attorney-in-fact, and in your name, to do any act necessary to accomplish the intent of this section. In the event you fail or refuse to comply with the requirements of this section, we have the right to enter upon the Premises, without being guilty of trespass or any other tort, for the purpose of making such changes as may be required, at your expense, which you agree to pay upon demand. 14.8 You agree that the existence of any claims against us, whether or not arising from this Agreement, shall not constitute a defense to the enforcement by us of any provision of this Agreement

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14.9 Indemnification. You will indemnify and hold us, our parent, subsidiaries and affiliates, including our and their respective members, officers, directors, employees, agents, successors and assigns, harmless from all claims related in any way to your operation, possession or ownership of the Restaurant or the Premises, or any debt or obligation of yours. This indemnification covers all fees (including reasonable attorneys’ fees), costs and other expenses incurred by us or on our behalf in the defense of any claims, and shall not be limited by the amount of insurance required under this Agreement. Our right to indemnity shall be valid notwithstanding that joint or concurrent liability may be imposed on us by statute, ordinance, regulation or other law. We will notify you of any claims covered by this paragraph, and you shall have the opportunity to assume the defense of the matter. We shall have the right to participate in any defense that is assumed by you, at our own cost and expense. No settlement of any claim against us shall be made without our prior written consent if we would be subjected to any liability not covered by you or your insurer.

SECTION 15. DISPUTE RESOLUTION 15.0 Waiver of Rights: Both we and you waive and agree not to include in any pleading or arbitration demand: class action claims; demand for trial by jury; claims for lost profits (expressly excluding any fees due to us now or in the future under this Agreement); or claims for punitive, multiple, or exemplary damages. If any pleading is filed that contains any of these claims or a jury demand, or if a court determines that all or any part of the waivers are ineffective, then the pleading shall be dismissed with prejudice, leaving the pleading party to its arbitration remedy. No claim by either of us can be consolidated with the claims of any other party. If such claims and demands cannot be waived by law, then the parties agree that any recovery will not exceed two (2) times actual damages. 15.1 Arbitration: Either of us, as plaintiff, may choose to submit a dispute to a court or to arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (or by another nationally established arbitration association acceptable to you and us) and under the Federal Rules of Evidence. The plaintiff's election to arbitrate or to submit the dispute to the court system, including any compulsory counterclaims, is binding on the parties except that we shall have the option to submit to a court any of the following actions: to collect fees due under this Agreement; for injunctive relief; to protect our intellectual property, including Proprietary Marks; and to terminate this Agreement for a default. For any arbitration, the arbitrator(s) shall issue a reasoned award, with findings of fact and conclusions of law. The arbitration award and the decision on any appeal will be conclusive and binding on the parties. Actions to enforce an express obligation to pay money may be brought under the Expedited Procedures of the AAA’s Commercial Arbitration Rules. The place of arbitration shall be in the state in which the Restaurant is located. The Federal Arbitration Act shall govern, excluding all state arbitration law. Massachusetts’s law shall govern all other issues. 15.2 Scope of Arbitration: Disputes concerning the validity or scope of this Section, including whether a dispute is subject to arbitration, are beyond the authority of the arbitrator(s) and shall be determined by a court of competent jurisdiction pursuant to the Federal Arbitration Act, 9 U.S.C. §1 et seq., as amended from time to time. The provisions of this Section shall continue in full force and effect subsequent to any expiration or termination of this Agreement. 15.3 Appeals: Either of us may appeal the final award of the arbitrator(s) to the appropriate U.S. District Court. The Court’s review of the arbitrator’s findings of fact shall be under the clearly erroneous standard, and the Court’s review of all legal rulings shall be de novo. If it is determined that this provision for federal court review is not enforceable, then either party may

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appeal the arbitrator’s final award to a panel of three arbitrators chosen under AAA procedures, employing the same standards of review stated immediately above.

SECTION 16. MISCELLANEOUS 16.0 If you directly or indirectly acquire ownership or control of the Premises, you must promptly give us written notice of such ownership or control and execute our then-standard agreement giving us the option to lease the Premises from you if you default under this Agreement or under any lease relating to the Restaurant or Premises. The lease will be for the then-remaining term of this Agreement, including any extension or renewal, at “triple-net” fair market value rent for comparable Dunkin’ /Baskin-Robbins locations with arms-length leases. If the parties cannot agree on the fair market value, they will consult a mutually-acceptable real estate professional. 16.1 You are an independent contractor of ours and not our agent, partner or joint venturer. Neither party has the power to bind the other. Nothing in this Agreement contemplates a fiduciary relationship. Neither party is liable for any act, omission, debt or any other obligation of the other, and you and we agree to indemnify and save each other harmless from any such claim and the cost of defending such claim. 16.2 Our waiver of your breach of any term of this Agreement applies only to that one breach and that one term, and not to any subsequent breach of any term. Acceptance by us of any payments due under this Agreement shall not be deemed to be a waiver by us of any preceding breach by you of any term. If we accept payments from any person or entity other than you, such payments will be deemed made by such person as your agent and not as your successor or assignee. We may waive or modify any obligation of other franchisees under agreements similar to this Agreement, without any obligation to grant a similar waiver or modification to you. If, for any reason, any provision of this Agreement is determined to be invalid or to conflict with an existing or future law, then the remaining provisions will continue to bind the parties and the invalid or conflicting provision will be deemed not to be a part of this Agreement. 16.3 The parties’ rights and remedies are cumulative. Neither you nor your successor may create or assert any security interest or lien in this Agreement, without our prior written approval. You represent and warrant that you have established your operating agreement, by-laws or partnership agreement in accordance with the requirements of this Agreement. In the event of any conflict between a provision in this Agreement and a provision in your operating agreement, by-laws or partnership agreement, the provision of this Agreement will control. 16.4 Captions, paragraph designations and section or subsection headings are included in this Agreement for convenience only, and in no way define or limit the scope or intent of the provisions. Wherever we use the word “including”, it means “including but not limited to.” 16.5 Notices. All notices shall be sent by nationally recognized overnight courier or certified mail to the addresses set forth in the Contract Data Schedule, or to such other addresses as you and we provide each other in writing. All notices to us shall be sent to us “c/o Dunkin’ Brands, Inc., as Manager, Attention: Legal Department.” 16.6 This Agreement and the documents referred to herein shall be the entire, full and complete agreement between you and us concerning the subject matter of this Agreement, which supersedes all prior agreements. Nothing in this Section, however, is intended to disclaim the representations we made in the franchise disclosure document that we furnished to you. This Agreement is made in the Commonwealth of Massachusetts, USA, and shall be interpreted, construed and governed by the laws of the Commonwealth of Massachusetts. This Agreement

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may be executed in multiple counter-parts by facsimile or otherwise. This Agreement may only be modified in a writing signed by you and us. 16.7 Your success in this business is speculative and depends, to an important extent, upon your ability as an independent business owner. We do not represent or warrant that the Restaurant will achieve a certain level of sales or be profitable, notwithstanding our approval of the location. By your signature below, you acknowledge that you have entered into this Agreement after making an independent investigation of the Dunkin’ and Baskin-Robbins Systems. 16.8 This Agreement grants you rights with respect to the Dunkin’ and Baskin-Robbins brands. We have the right, at any time, to require you to execute and deliver separate contracts for each brand, each containing all of the terms of this Agreement pertaining to such brand. You agree to execute and return such replacement contracts to us within thirty (30) days after receipt thereof. If you fail to do so, we have the right to execute such instruments on your behalf and deliver a copy to you.

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Intending to be legally bound hereby, the parties have duly executed and delivered this agreement in duplicate, as of the date and year first written above. You hereby acknowledge receipt of this Franchise Agreement, including any addenda referenced in Item J, at least seven (7) calendar days (or such longer period as is required by state law) prior to the date hereof. You further acknowledge having carefully read this agreement in its entirety, including all addenda identified above and the Personal Guarantee below (if applicable).

DUNKIN’ DONUTS FRANCHISING LLC BASKIN-ROBBINS FRANCHISING LLC

By: ________________________________________

Assistant Secretary This Agreement is not binding upon the above entity or entities until executed by an authorized

representative. YOU ACKNOWLEDGE SECTION 15 OF THE TERMS & CONDITIONS, WHICH PROVIDES FOR YOUR EXPRESS WAIVER OF RIGHTS TO A JURY TRIAL, TO PARTICIPATE IN CLASS ACTION LAWSUITS, TO OBTAIN PUNITIVE, MULTIPLE OR EXEMPLARY DAMAGES.

FRANCHISEE

WITNESS/ATTEST: Entity ___________________________________ By: _______________________________

Print Name: _________________________ Print Name: _______________________

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PERSONAL GUARANTEE

The undersigned represent and warrant that they hold a direct or an indirect interest in FRANCHISEE ENTITY NAME (“Franchisee”) organized under the laws of the State/Province of _____________. Waiving demand and notice, the undersigned hereby, jointly and severally, personally guarantee the full payment of Franchisee’s money obligations to us (and our parents or affiliates) under Section 5 and the performance of all of the Franchisee’s other obligations under this Franchise Agreement, including, without limitation, Section 10 in its entirety relative to the restrictions on activities. The undersigned personally agree that the Franchise Agreement shall be binding upon each of them personally. The undersigned, jointly and severally, agree that we may, without notice to or consent of the undersigned, (a) extend, in whole or in part, the time for payment of Franchisee’s money obligations under Section 5; (b) modify, with the consent of Franchisee, Franchisee’s money or other obligations under this Agreement; and (c) settle, waive or compromise any claim that we have against Franchisee or any or all of the undersigned, all without in any way affecting this personal guarantee, which is intended to take effect as a sealed instrument. __________________________________ _____________________________________

Witness , individually Print Name: ___________________________________ ______________________________________

Witness , individually Print Name: ___________________________________ _____________________________________

Witness , individually Print Name: ___________________________________ _____________________________________

Witness , individually Print Name:

216

PC # _________________

City and State_________________

CERTIFICATION OF AGREEMENT By signing below, you acknowledge that you received our Franchise Disclosure Document (“FDD”) and have had the opportunity to review it and obtain the advice of an attorney. Your answers to the questions below will provide us with an opportunity to correct any possible misunderstandings prior to entering into the attached agreement with you (“Agreement”). Therefore, your certification is important and we will act in reliance upon your answers below in signing the Agreement. Other than what is written in the Agreement or FDD, describe below any information provided by any employee or agent of our company that has influenced your decision to sign the Agreement. If the answer is “none,” please write “NONE” below. Other than the historical information that is provided in Items 7 or 19 (including the Notes sections) of our FDD, describe below any information provided by any employee or agent of our company about your future financial performance, including sales, costs or profits, that has influenced your decision to sign the Agreement. If the answer is “none,” please write “NONE” below. If you do not complete and sign this page, we will not counter-sign the Agreement (or, if that has already taken place, we have the right to void the Agreement). I certify that the above information is true, as of the same date as that on which the Agreement was signed.

FRANCHISEE: Witness/Attest: ____________________________________ ___________________________________ By:__________________________________ ___________________________________ _____________________________________

Witness , individually Print Name: __________________________________ _____________________________________

Witness , individually Print Name: ___________________________________ _____________________________________

Witness , individually Print Name:

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Conditional Option(s) to Extend 03-2021

3-2021 SDA PC #__________ CONDITIONAL OPTION(S) TO EXTEND

ADDENDUM TO STORE DEVELOPMENT AGREEMENT

Introduction:

The following provisions are hereby incorporated into the Store Development Agreement (“SDA”). These provisions both supplement and modify the SDA in respect of the obligations imposed and benefits received by each party. In the event of any conflict between a provision in this Addendum and a provision in the SDA, the provision in this Addendum shall control.

1. Option to Extend. This Agreement and the development rights granted in it expire on the date stated inExhibit B, subject to the following conditional option(s) to extend: We grant you a conditional option to extend yourexclusive development rights for the same Store Development Area subject to and in accordance with the terms setforth in this Addendum (“Option to Extend”). By exercising the Option to Extend, you agree, if you qualify for same,to accept the exclusive right and obligation to develop and open an additional Restaurant in the Store DevelopmentArea in accordance with the terms set forth below as well as the other terms of this Agreement. In order to be eligibleto exercise this option you must (a) have met your Development Schedule under this Agreement, (b) be in compliancewith all of your franchise agreements with us or any of our affiliates, (c) meet our then-current financial criteria fordeveloping an additional Restaurant, and (d) meet our Criteria to Expand. If you wish to exercise the Option toExtend, you must advise us in writing no later than sixty (60) days prior to the original expiration of this Agreementbut no sooner than one hundred twenty (120) days prior to the original expiration of this Agreement. You agree topromptly provide such documentation as we may reasonably request to assess whether you meet our then-currentfinancial criteria. If you timely exercise and qualify for the Option to Extend, we will extend the Agreement through______________ [ insert date that is four months after the Required Opening Date set forth below in theOption to Extend Development Schedule ] (the “Amended Expiration Date”).

Terms for Option to Extend:

Option to Extend Development Schedule:

Development Schedule

Required Control Date

IFF Due Date Required Opening Date

Additional Restaurant

Due on Required Control Date

Term of franchise agreement: ___ years IFF Due: $___________*

Continuing Franchise Fee, Initial Franchise Fee, Continuing Advertising Fee and Marketing Start-Up Fee for the Additional Restaurant will be the same as set forth in *Exhibit B and any addenda referenced therein and you will sign our then-current franchise agreement for the Additional Restaurant.

2. Second Option to Extend. Provided you successfully exercise and qualify for the above Option to Extendand that you timely develop and open the Additional Restaurant pursuant to the Option to Extend, we grant you aconditional option to extend your exclusive development rights for a second time for the same Store DevelopmentArea subject to and in accordance with the terms set forth below in this Addendum (the “Second Option to Extend”).By exercising the Option to Extend, you agree, if you qualify for same, to accept the exclusive right and obligationto develop and open an additional Restaurant in the Store Development Area in accordance with the terms set forthbelow as well as the other terms of this Agreement. In order to be eligible to exercise the Second Option to Extendyou must (a) have met your Development Schedule under this Agreement (including under the Option to Extend),(b) be in compliance with all of your franchise agreements with us or any of our affiliates, (c) meet our then-current

Exhibit B-3

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financial criteria for developing an additional Restaurant, and (d) meet our Criteria to Expand. If you wish to exercise this option to extend, you must advise us in writing no later than sixty (60) days prior to the Amended Expiration Date but no sooner than one hundred twenty (120) days prior to the Amended Expiration Date. You agree to promptly provide such documentation as we may reasonably request to assess whether you meet our then-current financial criteria. If you timely exercise and qualify for the Second Option to Extend, we will extend the Agreement through ______________ [insert date that is four months after the Required Opening Date set forth below in the Second Option to Extend Development Schedule ].

Terms for Second Option to Extend:

Second Option to Extend Development Schedule:

Development Schedule

Required Control Date

IFF Due Date Required Opening Date

Additional Restaurant

Due on Required Control Date

Term of franchise agreement: __ years IFF Due: $___________** **Continuing Franchise Fee, **Initial Franchise Fee, Continuing Advertising Fee and Marketing Start-Up Fee for the Additional Restaurant will be the same as set forth in **Exhibit B and any addenda referenced therein, and you will sign our then-current franchise agreement for the Additional Restaurant.

3. The second to last sentence of Section 2 of the SDA entitled “Initial Franchise Fees” is hereby deleted and replaced in its entirety with the following:

If you develop more Restaurants than [ two/three ] Restaurants during the term of this Agreement, then the IFF for each additional Restaurant will be fifty percent (50%) of the IFF for each Restaurant.

4. Section 4 of the SDA entitled “Renewal of Rights” is hereby deleted and replaced in its entirety with the following:

Renewal of Rights. This Agreement and the development rights granted in it expire on the date stated in Exhibit B or as may be amended pursuant to the addendum to this Agreement entitled “Conditional Option(s) to Extend” (the “Option Addendum”). If you have successfully exercised the option(s) contained in the Option Addendum and you wish to renew exclusive development rights for the same Store Development Area, you must advise us in writing within six (6) months prior to the expiration of this Agreement, as amended. We will then reassess the potential of the Store Development Area for further development. If we and you agree that there is potential for additional Restaurants, we will offer you the first opportunity to enter into a new agreement for the Store Development Area, provided that you met your Development Schedule under this Agreement (including under the Option Addendum), you are in compliance with all of your franchise agreements with us or any of our affiliates, you meet our then-current Criteria to Expand, and we and you can agree on a new development schedule. The agreement you sign will be our then-current renewal store development agreement, and the fees will be the then-current fees for that Store Development Area. The renewal store development agreement will be on substantially the same form as our then-current store development agreement except it will contain no renewal rights. You will have 10 days from the time you receive the new Agreement to sign and return it to us.

ATTEST/WITNESS: (Developer) [insert corp., LLC or partnership]

_________________________________________ _________________________________________

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BR Development Incentive (Single-Restaurant SDA or FA with no SDA) 03-2021 Exhibit B-4a

This incentive is available to new and existing Baskin-Robbins franchisees who execute a Single-Restaurant SDA or FA with no SDA for a Stand-alone Baskin-Robbins Restaurants

PC #__________

BASKIN-ROBBINS DEVELOPMENT INCENTIVE

ADDENDUM TO STORE DEVELOPMENT AGREEMENT

and / or ADDENDUM TO FRANCHISE AGREEMENT

The following provisions are hereby incorporated into the Franchise Agreement (“FA”) or Store Development Agreement (“SDA”) and each Franchise Agreement entered into pursuant to the SDA. These provisions both supplement and modify those agreements with respect to the obligations imposed and benefits received by each party. For the sake of convenience, Baskin-Robbins Franchising LLC is referred to in this Addendum as “Baskin-Robbins”, “we”, “us” or “our”. The Developer/Franchisee is referred to in this Addendum as “Developer”, “Franchisee”, “you” or “your”. In the event of any conflict between a provision in this Addendum and a provision in the SDA or Franchise Agreement, the provision in this Addendum shall control. 1. Reduction of the Initial Franchise Fee (“IFF”) for a New Baskin-Robbins Restaurant.

a. For a Single-Restaurant SDA: If you open to serve the general public by the “Required Opening Date” set forth in Exhibit B to the SDA, the Baskin-Robbins IFF for the Restaurant will be reduced by fifty percent (50%) (“Reduced IFF”) of the twenty (20) year IFF rate set forth in Exhibit B to the SDA and payable in accordance with the payment plan set forth in section 2 below. If you do not meet the Required Opening Date for the Restaurant, then the difference between the Reduced IFF installment amount previously paid and the full twenty (20) year IFF installment amount will be due and payable on the earlier of (i) the Restaurant’s Required Opening Date or (ii) the date the Restaurant’s franchise agreement is signed. The incentive terms in this addendum only apply to SDAs signed by December 25, 2021.

b. For a FA with no SDA: If you open the Restaurant to serve the general public by the “Required Opening Date”, which is one (1) year from the date of your Conditional Real Estate Site Approval Letter, the Baskin-Robbins IFF for the Restaurant will be reduced by fifty percent (50%) (“Reduced IFF”) of the twenty (20) year IFF rate set forth in the Contract Data Schedule of your Franchise Agreement and will be payable in accordance with the payment plan set forth in section 2 below. If you do not meet the Required Opening Date for the Restaurant, then the difference between the Reduced IFF installment amount previously paid and the full twenty (20) year IFF installment amount will be due and payable on the earlier of (i) the Restaurant’s Required Opening Date or (ii) the date the Restaurant’s franchise agreement is signed. The incentive terms in this addendum only apply to restaurants with a Conditional Real Estate Site Approval letter dated on or before December 25, 2021.

2. Initial Franchise Fee (“IFF”) Payment Plan.

a. You must pay us the IFF due for the Restaurant based on the following payment schedule - one tenth (1/10th) of the IFF is due and payable upon your execution of the SDA or FA, if no SDA, and we will defer the balance of the IFF as follows: a second installment of one tenth (1/10th) of the IFF will be due and payable on the first anniversary of the Required Opening Date, and a one tenth (1/10th) payment of the IFF will be due and payable annually each year on the anniversary of the Required Opening Date thereafter until the IFF is paid in full.

b. If at any time you assign, transfer or sell any of your right, title and interest in the Franchise Agreement for the Restaurant, then the balance of the IFF, if any, shall be due and payable in full upon such assignment, sale and/or transfer. Payment must be made by certified check or wire transfer payable to us.

3. Reduction of the Continuing Franchise Fees (“CFF”) for a New Baskin-Robbins Restaurant.

a. If you open the Restaurant to serve the general public on or prior to the Required Opening Date, the CFF will be waived beginning on the day you open the Restaurant to serve the general public through one year

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from the Required Opening Date, then increase to 1.9 percent of Gross Sales for the second year, then increase to 2.9 percent of Gross Sales for the third year, then increase to 3.9 percent of Gross Sales for the fourth year, then increase to 4.9% of Gross Sales for the fifth year, and then increase to the standard 5.9 percent of Gross Sales for the remaining term of your Franchise Agreement, as more particularly described in subsection 3b. below.

b. The sales reporting period is a seven (7) day period beginning Sunday at the open of business and ending at the close of business on Saturday. For purposes of the incentive, a year means 52 sales reporting periods. If your Restaurant opens on a day other than Sunday, your initial sales reporting period will be less than seven (7) days.

c. For any Restaurant that you do not open by the Required Opening Date, you will pay the standard CFF of 5.9 percent of Gross Sales for the entire term of that Restaurant’s Franchise Agreement. Notwithstanding the foregoing, for any Restaurant that you open within six (6) months of the Required Opening Date and provided that, despite your good faith efforts, you were not able to meet the Required Opening Date, the CFF incentive rate will be prorated from the Restaurant’s opening date. For example, if a Restaurant opens two (2) months after the Required Opening Date, the first year’s CFF will be in effect from the date the Restaurant opens to serve the general public through the first anniversary of the Required Opening Date, and then increase as set forth in Section 3a. above.

d. Subject to our prior written approval, if you build and open more Restaurants during the original term of your SDA, than required under the Development Schedule (the “Additional Restaurant(s)”) the CFF rates will be as follows: i. for each such Additional Restaurant open, the CFF will be waived beginning on the day you open the

Restaurant to serve the general public through one year from the actual opening date, then increase to 1.9 percent of Gross Sales for the second year, then increase to 2.9 percent of Gross Sales for the third year, then increase to 3.9 percent of Gross Sales for the fourth year, then increase to 4.9 percent of Gross Sales for the fifth year, and then increase to the standard 5.9 percent of Gross Sales for the remaining term of your Franchise Agreement, as more particularly described in subsection 3b. above.

4. Restaurants in the Pacific Northwest (i.e., certain Designated Market Areas in Idaho, Montana, Oregon and

Washington) are not eligible to receive the CFF incentive in section 3 above. Restaurants in Hawaii, Alaska and SDOs, as described in Section 6 of the SDA, are not eligible for any of the above incentives.

5. Effect. Except as specifically provided above, the terms of the SDA and Franchise Agreement are unaffected

by the terms of this Addendum. The parties acknowledge and agree that this Addendum is subject, in all respects, to the other provisions of the SDA and Franchise Agreement. Additionally, the parties agree that in deciding whether to enter into this Addendum, they are relying only on the words of this Addendum and not on any other prior communication between the parties. The provisions of this Addendum apply only to the SDA and Franchise Agreement entered into between us and you, and are not meant to confer rights on any other party.

Initials_______________

_______________

_______________

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BR Development Incentive (Multi-Restaurant SDA) 03-2021 Exhibit B-4b

This incentive is available to new and existing Baskin-Robbins franchisees who execute a Multi-Restaurant SDA for Stand-alone Baskin-Robbins Restaurants by December 25, 2021

PC #__________

BASKIN-ROBBINS DEVELOPMENT INCENTIVE

ADDENDUM TO STORE DEVELOPMENT AGREEMENT

and ADDENDUM TO FRANCHISE AGREEMENT

The following provisions are hereby incorporated into the Store Development Agreement (“SDA”) and each Franchise Agreement (“FA”) entered into pursuant to the SDA. These provisions both supplement and modify those agreements with respect to the obligations imposed and benefits received by each party. For the sake of convenience, Baskin-Robbins Franchising LLC is referred to in this Addendum as “Baskin-Robbins”, “we”, “us” or “our”. The Developer/Franchisee is referred to in this Addendum as “Developer”, “Franchisee”, “you” or “your”. In the event of any conflict between a provision in this Addendum and a provision in the SDA or Franchise Agreement, the provision in this Addendum shall control. 1. Reduction of the Initial Franchise Fee (“IFF”) for New Baskin-Robbins Restaurant(s).

a. For each Restaurant you open to serve the general public by the earlier of the Required Opening Date set forth in Exhibit B to the SDA or thirty-six (36) months from the date of signing the SDA (“Required Incentive Opening Date”), the Baskin-Robbins IFF for the Restaurant will be reduced by fifty percent (50%) (“Reduced IFF”) of the twenty (20) year IFF rate set forth in Exhibit B to the SDA and payable in accordance with the payment plan set forth in section 2 below. If you do not meet the Required Incentive Opening Date for the Restaurant, then the difference between the Reduced IFF installment amount previously paid and the full twenty (20) year IFF installment amount will be due and payable on the earlier of (i) the Restaurant’s Required Opening Date or (ii) the date the Restaurant’s franchise agreement is signed. The incentive terms in this addendum only apply to SDAs signed by December 25, 2021.

2. Initial Franchise Fee (“IFF”) Payment Plan.

a. You must pay us the IFF due for each Restaurant based on the following payment schedule - one tenth (1/10th) of the IFF is due and payable upon your execution of the SDA, and we will defer the balance of the IFF as follows: a second installment of one tenth (1/10th) of the IFF will be due and payable on the first anniversary of the Required Opening Date set forth in Exhibit B to the SDA and a one tenth (1/10th) payment of the IFF will be due and payable annually each year on the anniversary of the Required Opening Date thereafter until the IFF is paid in full.

b. If at any time you assign, transfer or sell any of your right, title and interest in the Franchise Agreement for the Restaurant, then the balance of the IFF, if any, shall be due and payable in full upon such assignment, sale and/or transfer. Payment must be made by certified check or wire transfer payable to us.

3. Reduction of the Continuing Franchise Fees (“CFF”) for New Baskin-Robbins Restaurant(s).

a. For each Restaurant you open to serve the general public by the Required Incentive Opening Date, the CFF will be waived beginning on the day you open the Restaurant to serve the general public through one year from the Required Opening Date, then increase to 1.9 percent of Gross Sales for the second year, then increase to 2.9 percent of Gross Sales for the third year, then increase to 3.9 percent of Gross Sales for the fourth year, then increase to 4.9% of Gross Sales for the fifth year, and then increase to the standard 5.9 percent of Gross Sales for the remaining term of your Franchise Agreement, as more particularly described in subsection 3b. below.

b. The sales reporting period is a seven (7) day period beginning Sunday at the open of business and ending at the close of business on Saturday. For purposes of the incentive, a year means 52 sales reporting periods.

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If your Restaurant opens on a day other than Sunday, your initial sales reporting period will be less than seven (7) days.

c. For any Restaurant that you do not open by the Required Opening Date, you will pay the standard CFF of 5.9 percent of Gross Sales for the entire term of that Restaurant’s Franchise Agreement. Notwithstanding the foregoing, for any Restaurant that you open within six (6) months of the Required Opening Date and provided that, despite your good faith efforts, you were not able to meet the Required Opening Date, the CFF incentive rates will be prorated from the Restaurant’s opening date. For example, if a Restaurant opens two (2) months after the Required Opening Date, the first year’s CFF will be in effect from the date the Restaurant opens to serve the general public through the first anniversary of the Required Opening Date, and then increase as set forth in Section 3a. above.

d. Subject to our prior written approval, if you build and open more Restaurants during the original term of your SDA than required under the Development Schedule (the “Additional Restaurant(s)”) and those Additional Restaurants open within the first thirty-six (36) months of the original term of your SDA, the CFF rates will be:

i. for each such Additional Restaurant open, the CFF will be waived beginning on the day you open the Restaurant to serve the general public through one year from the actual opening date, then increase to 1.9 percent of Gross Sales for the second year, then increase to 2.9 percent of Gross Sales for the third year, then increase to 3.9 percent of Gross Sales for the fourth year, then increase to 4.9 percent of Gross Sales for the fifth year, and then increase to the standard 5.9 percent of Gross Sales for the remaining term of your Franchise Agreement, as more particularly described in subsection 3b. above.

4. Restaurants in the Pacific Northwest (i.e., certain Designated Market Areas in Idaho, Montana, Oregon and

Washington) are not eligible to receive the CFF incentive in section 3 above. Restaurants in Hawaii, Alaska and SDOs, as described in Section 6 of the SDA, are not eligible for any of the above incentives.

5. Effect. Except as specifically provided above, the terms of the SDA and Franchise Agreement(s) are unaffected

by the terms of this Addendum. The parties acknowledge and agree that this Addendum is subject, in all respects, to the other provisions of the SDA and Franchise Agreement(s). Additionally, the parties agree that in deciding whether to enter into this Addendum, they are relying only on the words of this Addendum and not on any other prior communication between the parties. The provisions of this Addendum apply only to the SDA and Franchise Agreement(s) entered into between us and you, and are not meant to confer rights on any other party.

Initials_______________

_______________

_______________

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BR Capital Contribution Development Incentive (SDA and FA with no SDA) 03-2021 Exhibit B-4c

This incentive is available to new and existing Baskin-Robbins franchisees who execute a SDA or FA with no SDA for the development of new Stand-alone Baskin-Robbins Restaurants. This incentive may not be combined with

any other incentive or program. This incentive is NOT available for relocations.

PC #__________

BASKIN-ROBBINS CAPITAL CONTRIBUTION DEVELOPMENT INCENTIVE

ADDENDUM TO STORE DEVELOPMENT AGREEMENT and / or

ADDENDUM TO FRANCHISE AGREEMENT The following provisions are hereby incorporated into the Franchise Agreement (“FA”) or Store Development Agreement (“SDA”) and each Franchise Agreement entered into pursuant to the SDA. These provisions both supplement and modify those agreements with respect to the obligations imposed and benefits received by each party. For the sake of convenience, Baskin-Robbins Franchising LLC is referred to in this Addendum as “Baskin-Robbins”, “we”, “us” or “our”. The Developer/Franchisee is referred to in this Addendum as “Developer”, “Franchisee”, “you” or “your”. In the event of any conflict between a provision in this Addendum and a provision in the SDA or Franchise Agreement, the provision in this Addendum shall control. 1. Initial Franchise Fee (“IFF”) Payment Plan for a New Baskin-Robbins Restaurant.

a. You must pay us the IFF due for the Restaurant based on the following payment schedule - one tenth (1/10th) of the IFF is due and payable upon your execution of the SDA or FA, if no SDA, and we will defer the balance of the IFF as follows: a second installment of one tenth (1/10th) of the IFF will be due and payable on the first anniversary of the Required Opening Date*, and a one tenth (1/10th) payment of the IFF will be due and payable annually each year on the anniversary of the Required Opening Date thereafter until the IFF is paid in full.

b. If at any time you assign, transfer or sell any of your right, title and interest in the FA for the Restaurant, then the balance of the IFF, if any, shall be due and payable in full upon such assignment, sale and/or transfer. Payment must be made by certified check or wire transfer payable to us.

*For a FA signed with no SDA, the “Required Opening Date” is the date that is one (1) year from the date of the Conditional Real Estate Site Approval Letter.

2. Reduction of the Continuing Franchise Fees (“CFF”) for a New Baskin-Robbins Restaurant. a. For each Restaurant that opens to serve the general public on or before the Required Opening Date listed on

Exhibit B to the SDA, or if no SDA, within one (1) year from the date of the Conditional Real Estate Site Approval Letter, the CFF will be as follows: CFF: 2.9 % of Gross Sales from the day you open the Restaurant to serve the general public through one year* from the Required Opening Date; 3.9 % of Gross Sales for the following year; 4.9 % of Gross Sales for the following year; and 5.9 % of Gross Sales for the remaining term of your Franchise Agreement. *see 2.b. for the definition of a year

b. The sales reporting period is a seven (7) day period beginning Sunday at the open of business and ending at the close of business on Saturday. For purposes of the incentive, a year means 52 sales reporting periods. If your Restaurant opens on a day other than Sunday, your initial sales reporting period will be less than seven (7) days.

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c. For any Restaurant that you do not open by the Required Opening Date, you will pay the standard CFF of 5.9 % of Gross Sales for the entire term of that Restaurant’s FA. Notwithstanding the foregoing, for any Restaurant that you open within six (6) months of the Required Opening Date and provided that, despite your good faith efforts, you were not able to meet the Required Opening Date, the CFF incentive rate will be prorated from the Restaurant’s opening date. For example, if a Restaurant opens two (2) months after the Required Opening Date, the first year’s CFF will be in effect from the date the Restaurant opens to serve the general public through the first anniversary of the Required Opening Date, and then increase as set forth in Section 2a. above.

d. Subject to our prior written approval, if you build and open more Restaurants during the original term of your SDA, than required under the Development Schedule (the “Additional Restaurant(s)”) the CFF rates for the Additional Restaurant(s) will be as follows: CFF: Year 1 2.9 % of Gross Sales Year 2 3.9 % of Gross Sales Year 3 4.9 % of Gross Sales Years 4 – 20 5.9 % of Gross Sales

3. Marketing Start-up Fee Incentive. For each Restaurant that you open by the Required Opening Date, the

Franchisor has committed to fund up to Two Thousand Five Hundred dollars ($2,500) for local advertising and marketing activities in support of your new Restaurant opening (the “Marketing Start-Up Incentive”), provided you have paid and utilized the required Marketing Start-Up Fee. Your Field Marketing Manager will be responsible for planning and spending these funds on activities and in a manner that meet our standards for promotional activities. Franchisor will cause the Marketing Start-Up Incentive to be contributed by the Baskin-Robbins Advertising and Sales Promotion Fund.

4. Capital Contributions. a. Subject to our written approval, and provided you begin construction sufficiently in advance of your Required

Opening Date such that you can meet the Required Opening Date, we agree to provide you with the following capital contribution credits for your use in connection with the development, refurbishment and remodeling of the Restaurant. If you are developing Restaurants under a multi-restaurant SDA, the following contributions only apply to the first Restaurant to be developed under the SDA.

i. $31,000 credit at the time of construction ($50,000, if the restaurant includes a Drive-Thru) (“Contribution 1”);

ii. $5,000 credit at the end of the fifth year the Restaurant is open to serve the general public to be used towards refurbishment requirements (“Contribution 2”); and

iii. $20,000 credit at the end of the tenth year the Restaurant is open to serve the general public to be used towards remodel requirements (“Contribution 3”).

b. For Contribution 1, we agree to provide you with an equipment credit for the Restaurant through which we will pay your equipment vendor directly once you and we have approved in writing the equipment to be ordered. For Contribution 2 and Contribution 3, provided that you timely complete both the refurbishment and remodel of the Restaurant, you will be reimbursed up to the applicable amount within thirty (30) days of our receipt of verifiable and legible invoices from approved vendor(s) up to, but not in excess of, the amount referenced above for reimbursement of said costs.

c. If you are developing under a Multi-Restaurant SDA: i. For the first Restaurant under SDA, the capital contribution is defined in 4.a. above.

ii. For SDA commitments beyond the first Restaurant that open within the first three (3) years from the date the SDA was signed, the capital contribution is defined in 4.a. above. In addition, these Restaurants may receive an incremental $20,000 equipment credit at the time of construction that can be applied as set forth in section 4.b. above provided you meet the applicable Required Opening Date. Each commitment must open within one (1) year or less from the previous commitment’s Required Opening Date and within three (3) years from the date the SDA was signed to be eligible for this incentive. If you miss a Required Opening Date, we may in our discretion deem the incentives in sections 2, 3, and 4.c.ii., null and void for the missed Required Opening Date and all future commitments developed under the SDA.

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d. In the event a Restaurant does not open to serve the general public by the Required Opening Date, we may in our discretion deem the incentives in sections 2, 3, and 4 null and void for the missed Required Opening Date, and all future commitments developed under the SDA. We may also require you to reimburse us for the total amount of the capital contribution paid by us to the equipment vendor on your behalf within thirty (30) days of our demand for the missed Required Opening Date.

5. Eligibility. Incentives are available to Restaurants developed in the continental U.S. and Hawaii with Conditional

Real Estate Site Approval letters dated on or after March 1, 2021. Restaurants in the Pacific Northwest (i.e., certain Designated Market Areas in Idaho, Montana, Oregon and Washington) and Hawaii are not eligible to receive the CFF incentive in section 2 above. SDOs are not eligible for any of the above incentives. Additionally, For multi-restaurant SDAs, these incentives are only available during the first three (3) years of the SDA term and these SDAs must have a minimum of one (1) development commitment per year.

6. Effect. Except as specifically provided above, the terms of the SDA and FA are unaffected by the terms of this

Addendum. The parties acknowledge and agree that this Addendum is subject, in all respects, to the other provisions of the SDA and FA. Additionally, the parties agree that in deciding whether to enter into this Addendum, they are relying only on the words of this Addendum and not on any other prior communication between the parties. The provisions of this Addendum apply only to the SDA and FA entered into between us and you, and are not meant to confer rights on any other party.

Initials_______________

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BR Restaurant Transfer Sales Increase Incentive 03-2021 Exhibit B-5

This incentive is available to purchasers of existing Stand-alone Baskin-Robbins Restaurants

PC # __________

BASKIN-ROBBINS RESTAURANT TRANSFER SALES INCREASE INCENTIVE

ADDENDUM TO FRANCHISE AGREEMENT The following provisions are hereby incorporated into the Franchise Agreement (“FA”) and supplement and modify the FA with respect to the obligations imposed and benefits received by each party. For the sake of convenience, Baskin-Robbins Franchising LLC is referred to in this Addendum as “Franchisor.” You are referred to in this Addendum as “Franchisee.” In the event of any conflict between a provision in this Addendum and a provision in the FA, the provision in this Addendum shall control. BE ADVISED: No employee or agent of our company is authorized to provide you with any information about the financial performance, including sales, costs or profits, of any restaurant other than the historical information that is provided in Items 7 or 19 (including the Notes sections) of our Franchise Disclosure Document. The following sales increase incentive awards are available to purchasers of existing Stand-alone Baskin-Robbins Restaurants who meet the sales increase incentive award criteria as well as the other terms and conditions set forth below: 1. Sales Increase Incentive Awards: Eligible Franchisees who meet the sales increase incentive award criteria set forth in paragraph 2 below (the “Award Criteria”) will receive one of the following credits (based on the amount of sales increase) for this Restaurant for the first 52-week sales reporting period beginning the Sunday following the Transfer Date (as defined below):

• Sales increase of at least 15% - credit equal to one-half of a percent (.5%) of Gross Sales • Sales increase of at least 20% - credit equal to one percent (1.0%) of Gross Sales • Sales increase of at least 25% - credit equal to one & one-half percent (1.5%) of Gross Sales • Sales increase of at least 31% - credit equal to two percent (2.0%) of Gross Sales.

This credit will be applied to Franchisee’s account for this Restaurant with Franchisor on or about the fourteenth (14th) month from the date the ownership of the Restaurant transfers to the buyer (the “Transfer Date”). Franchisee remains responsible for timely paying all fees when due and may not withhold payment in anticipation of receiving the foregoing credit.

If the Restaurant is located in the Pacific Northwest (i.e., certain Designated Market Areas in Idaho, Montana, Oregon and Washington), Alaska or Hawaii the credit earned will be applied toward ice cream purchases.

2. Sales Increase Incentive Award Criteria:

A. To qualify for the awards described in Paragraph 1 above, the average weekly comparable sales trend ("AWCST") for the restaurant during the first full fifty-two (52) week reporting period immediately following the day of the closing of the transfer must be at least fifteen percent (15%) more than the AWCST for the restaurant over the prior full fifty-two week reporting period that ended immediately prior to the closing of the transfer.

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B. By way of example only and not limitation, if the restaurant transferred on August 1, 2021 and

the AWCST for the period commencing August 1, 2021 and ending July 31, 2022 as compared to the same period from the prior year was plus five percent (+5%) and: (i) the AWCST for the period commencing August 1, 2020 and ending July 31, 2021 as

compared to the same period from the prior year was negative five percent (-5%), then Franchisee would not qualify for the awards described in Paragraph 1 above because the increase in AWSCT was less than fifteen percent (15%) (i.e., it was ten percent (10%)); but,

(ii) if the AWCST for the period commencing August 1, 2020 and ending July 31, 2021 as

compared to the same period from the prior year was negative eleven percent (-11%), then Franchisee would qualify for one of the awards described in Paragraph 1 above because the increase in AWSCT was equal to or greater than fifteen percent (15%) (i.e., it was sixteen percent (16%) thereby qualifying for a .5% credit on gross sales).

C. Notwithstanding anything to the contrary contained herein Franchisor reserves the right to select

another period or to make adjustments to such AWCST figures in the event extraordinary occurrences (e.g., road construction, fire or other casualty) materially affected the Restaurant’s sales during the period(s) referenced above.

3. Eligibility Requirements: From the Transfer Date up through the Award Date, Franchisee must timely report and pay all fees due to Franchisor and its affiliates, must retain a “A” or “B” rating on the Franchise Business Review in all Baskin-Robbins restaurants, must timely submit profit and loss statements and must not otherwise be in default of any franchise agreement or other agreement with Franchisor or any of its affiliates, and must be in good standing with the Franchisor and its affiliates to be eligible to receive the sales increase incentive award.

4. No Guaranty; Not Transferable: This sales increase incentive is not a guarantee that Franchisee will

be profitable, experience a sales increase or experience any other type sales performance. This sales increase incentive is non-transferable, and if ownership of the restaurant is transferred prior to a credit being received or used by Franchisee, said credit(s) will be forfeited upon transfer.

5. This incentive offer may not be combined with any other incentive offer. 6. Special Distribution Opportunities are not eligible for any of the above incentives. 7. Effect: Except as specifically provided above, the terms of the FA are unaffected by the terms of this

Addendum. The parties acknowledge and agree that this Addendum is subject, in all respects, to the other provisions of the FA.

Initials_______________

______________

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BR New Combo Incentive (Single Restaurant SDA or FA with no SDA) 03-2021 Exhibit B-6a

The following incentive applies to the Baskin-Robbins IFF of a new Combo Restaurant

sold on a Single-Restaurant SDA or FA with no SDA PC # __________

BASKIN-ROBBINS INCENTIVE FOR NEW COMBO OPENING(S)

ADDENDUM TO STORE DEVELOPMENT AGREEMENT

and/or ADDENDUM TO FRANCHISE AGREEMENT

The following provisions are hereby incorporated into the Franchise Agreement (“FA”) or Store Development Agreement (“SDA”) and each Franchise Agreement entered into pursuant to the SDA. These provisions both supplement and modify those agreements with respect to the obligations imposed and benefits received by each party. For the sake of convenience, Dunkin’ Donuts Franchising LLC and Baskin-Robbins Franchising LLC are referred to in this Addendum as “Dunkin’” and “Baskin-Robbins,” respectively, and collectively as “we”, “us” or “our.” The Developer/Franchisee is referred to in this Addendum as “Developer”, “Franchisee”, “you” or “your”. In the event of any conflict between a provision in this Addendum and a provision in the SDA or Franchise Agreement, the provision in this Addendum shall control. 1. Reduction of the Baskin-Robbins Initial Franchise Fee (Baskin-Robbins IFF) for a New Combo Restaurant.

a. For a Single-Unit SDA: If you open the Combo Restaurant to serve the general public by the Required Opening

Date set forth in Exhibit B to the SDA, the Baskin-Robbins twenty (20) year IFF rate set forth in Exhibit B to the SDA will be waived. If you do not meet the Required Opening Date for the Restaurant, the full Baskin-Robbins twenty (20) year IFF amount will be due and payable on the earlier of (i) the Restaurant’s Required Opening Date or (ii) the date the Restaurant’s FA is signed.

b. For a FA with no SDA: If you open the Restaurant to serve the general public by the “Required Opening Date”, which is one (1) year from the date of your Conditional Real Estate Site Approval Letter, the Baskin-Robbins twenty (20) year IFF rate set forth in the Contract Data Schedule of your FA will be waived. If you do not meet the Required Opening Date for the Restaurant, the full Baskin-Robbins twenty (20) year IFF amount will be due and payable on the earlier of (i) the Restaurant’s Required Opening Date or (ii) the date the Restaurant’s FA is signed.

2. Effect. Except as specifically provided above, the terms of the SDA and FA are unaffected by the terms of this Addendum. The parties acknowledge and agree that this Addendum is subject, in all respects, to the other provisions of the SDA and FA. Additionally, the parties agree that in deciding whether to enter into this Addendum, they are relying only on the words of this Addendum and not on any other prior communication between the parties. The provisions of this Addendum apply only to the SDA and FA entered into between us and you, and are not meant to confer rights on any other party.

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BR New Combo Incentive (Multi-Restaurant SDA) 03-2021 Exhibit B-6b

The following incentive applies to the Baskin-Robbins IFF of new Combo

Restaurants sold on a Multi-Restaurant SDA

PC # __________

BASKIN-ROBBINS INCENTIVE FOR NEW COMBO OPENING(S)

ADDENDUM TO STORE DEVELOPMENT AGREEMENT

and ADDENDUM TO FRANCHISE AGREEMENT

The following provisions are hereby incorporated into the Store Development Agreement (“SDA”) and each Franchise Agreement (“FA”) entered into pursuant to the SDA. These provisions both supplement and modify those agreements with respect to the obligations imposed and benefits received by each party. For the sake of convenience, Dunkin’ Donuts Franchising LLC and Baskin-Robbins Franchising LLC are referred to in this Addendum as “Dunkin’” and “Baskin-Robbins,” respectively, and collectively as “we”, “us” or “our.” The Developer/Franchisee is referred to in this Addendum as “Developer”, “Franchisee”, “you” or “your”. In the event of any conflict between a provision in this Addendum and a provision in the SDA or Franchise Agreement, the provision in this Addendum shall control. 1. Reduction of the Baskin-Robbins Initial Franchise Fee (Baskin-Robbins IFF) for New Combo

Restaurant(s). a. For each Combo Restaurant, you open to serve the general public by the earlier of the Required

Opening Date set forth in Exhibit B to the SDA or thirty-six (36) months from the date of signing the SDA (“Required Incentive Opening Date”), the Baskin-Robbins twenty (20) year IFF rate set forth in Exhibit B to the SDA will be waived. If you do not meet the Required Incentive Opening Date for the Restaurant, the full Baskin-Robbins twenty (20) year IFF amount will be due and payable on the earlier of (i) the Restaurant’s Required Opening Date or (ii) the date the Restaurant’s franchise agreement is signed.

2. SDOs, as described in Section 6 of the SDA, are not eligible for any of the above incentives.

3. Effect. Except as specifically provided above, the terms of the SDA and FA are unaffected by the terms

of this Addendum. The parties acknowledge and agree that this Addendum is subject, in all respects, to the other provisions of the SDA and FA. Additionally, the parties agree that in deciding whether to enter into this Addendum, they are relying only on the words of this Addendum and not on any other prior communication between the parties. The provisions of this Addendum apply only to the SDA and FA entered into between us and you, and are not meant to confer rights on any other party.

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BR Military Veterans Development Incentive - 03-2021 Exhibit B-7a

This incentive is available to franchisees that are military veterans who sign a Single-Restaurant SDA or a Multi-Restaurant SDA for Stand-alone Baskin-Robbins Restaurants

PC #__________

BASKIN-ROBBINS MILITARY VETERANS DEVELOPMENT INCENTIVE

ADDENDUM TO STORE DEVELOPMENT AGREEMENT and

ADDENDUM TO FRANCHISE AGREEMENT The following provisions are hereby incorporated into the Store Development Agreement (“SDA”) and each Franchise Agreement (“FA”) entered into pursuant to the SDA. These provisions both supplement and modify those agreements with respect to the obligations imposed and benefits received by each party. For the sake of convenience, Baskin-Robbins Franchising LLC is referred to in this Addendum as “Baskin-Robbins”, “we”, “us” or “our”. The Developer/Franchisee is referred to in this Addendum as “Developer”, “Franchisee”, “you” or “your”. In the event of any conflict between a provision in this Addendum and a provision in the SDA or Franchise Agreement, the provision in this Addendum shall control. 1. Reduction of the Continuing Franchise Fees (“CFF”) for New Baskin-Robbins Restaurant(s).

a. For a Single-Unit SDA: If you open the Restaurant to serve the general public by the Required Opening Date set forth in Exhibit B to the SDA, the CFF will be waived beginning on the day you open the Restaurant to serve the general public through two years from the Required Opening Date, then increase to 1.9% of Gross Sales for the third year, then increase to 2.9 % of Gross Sales for the fourth and fifth years, and then increase to the standard 5.9 % of Gross Sales for the remaining term of your FA, as more particularly described in subsection 1c. below.

b. For a Multi-Unit SDA: For up to a total of five Restaurants, for each Restaurant you open to serve the general public by the earlier of the Required Opening Date set forth in Exhibit B to the SDA or thirty-six (36) months from the date of signing the SDA (“Required Incentive Opening Date”), the CFF will be waived beginning on the day you open the Restaurant to serve the general public through two years from the Required Opening Date, then increase to 1.9% of Gross Sales for the third year, then increase to 2.9% of Gross Sales for the fourth and fifth years, and then increase to the standard 5.9% of Gross Sales for the remaining term of your FA, as more particularly described in subsection 1c. below.

c. The sales reporting period is a seven (7) day period beginning Sunday at the open of business and ending at the close of business on Saturday. For purposes of the incentive, a year means 52 sales reporting periods. If your Restaurant opens on a day other than Sunday, your initial sales reporting period will be less than seven (7) days.

d. For any Restaurant that you do not open by the Required Opening Date, you will pay the standard CFF of 5.9 %t of Gross Sales for the entire term of that Restaurant’s FA. Notwithstanding the foregoing, for any Restaurant that you open within six (6) months of the Required Opening Date and provided that, despite your good faith efforts, you were not able to meet the Required Opening Date, the CFF incentive rate will be prorated from the Restaurant’s opening date. For example, if a Restaurant opens two (2) months after the Required Opening Date, the first year’s CFF will be in effect from the date the Restaurant opens to serve the general public through the first anniversary of the Required Opening Date, and then increase as set forth in Section 1a. and 1.b. above.

e. Subject to our prior written approval and a limit of five restaurants in total (see below), if you build and open more Restaurants during the original term of your SDA than required under the Development Schedule (the “Additional Restaurant(s)”) and those Additional Restaurants open within the first thirty-six (36) months of the original term of your SDA, the CFF rates will be:

i. for each such Additional Restaurant open, the CFF will be waived beginning on the day you open the Restaurant to serve the general public through two years from the actual opening date, then increase to 1.9% of Gross Sales for the third year, then increase to 2.9% of Gross Sales for the fourth and fifth years, and then

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increase to the standard 5.9% of Gross Sales for the remaining term of your FA, as more particularly described in subsection 1c. above.

2. Reduction of the Initial Franchise Fee (IFF) for New Baskin Robbins Restaurant(s).

a. Single-Unit SDA Waiver of the Initial Franchise Fee (IFF): Subject to Section 4 below, the Baskin-Robbins twenty (20) year IFF rate set forth in Exhibit B to the SDA will be waived provided the Restaurant opens to serve the general public by the Required Opening Date. If the Restaurant does not open to serve the general public by the Required Opening Date, then the twenty (20) year IFF installment amount as defined in section 3 below will be due and payable on the earlier of (i) the Restaurant’s Required Opening Date or (ii) the date the Restaurant’s franchise agreement is signed.

b. For a Multi-Unit SDA Reduction of the Initial Franchise Fee (“IFF”) for New Baskin-Robbins Restaurant(s). i. For the First Restaurant: For the first Restaurant the Baskin-Robbins twenty (20) year IFF rate set forth

in Exhibit B to the SDA will be waived provided you open the Restaurant to serve the general public by the Required Incentive Opening Date. If the Restaurant does not open to serve the general public by the Required Incentive Opening Date, then the twenty (20) year IFF installment amount as defined in section 3 below will be due and payable on the earlier of (i) the Restaurant’s Required Opening Date or (ii) the date the Restaurant’s franchise agreement is signed.

ii. For each additional Restaurant up to a total of four (4) Restaurants: For each Restaurant you open to serve the general public by the Required Incentive Opening Date, the Baskin-Robbins IFF will be reduced by twenty percent (20%) (“Reduced IFF”) of the twenty (20) year IFF rate set forth in Exhibit B to the SDA and payable in accordance with the payment plan set forth in section 3 below. If the Restaurant does not open to serve the general public by the Required Incentive Opening Date, then the difference between the Reduced IFF installment amount previously paid and the full twenty (20) year IFF installment amount will be due and payable on the earlier of (i) the Restaurant’s Required Opening Date or (ii) the date the Restaurant’s franchise agreement is signed. For purposes of clarity, the IFF incentives set forth in Sections 2.b. of this Addendum, collectively, apply only to the first five (5) restaurants opened under this SDA and are subject to the limitations set forth in Section 4 below.

3. Initial Franchise Fee (“IFF”) Payment Plan. a. You must pay us the IFF due for each Restaurant based on the following payment schedule one tenth (1/10th) of

the IFF is due and payable upon your execution of the SDA, and we will defer the balance of the IFF as follows: a second installment of one tenth (1/10th) of the IFF will be due and payable on the first anniversary of the Required Opening Date set forth in Exhibit B to the SDA and a one tenth (1/10th) payment of the IFF will be due and payable annually each year on the anniversary of the Required Opening Date thereafter until the IFF is paid in full.

b. If at any time you assign, transfer or sell any of your right, title and interest in the FA for the Restaurant, then the balance of the IFF, if any, shall be due and payable in full upon such assignment, sale and/or transfer. Payment must be made by certified check or wire transfer payable to us.

4. If the IFF has previously been waived for a military veteran in connection with the development of either a Baskin-

Robbins or Dunkin’ franchise, that same military veteran will not be eligible for the IFF waiver incentive in 2.a. or 2.b.i. above. Similarly, a military veteran is only eligible for the other IFF and CFF incentive rates above in up to a total of five Baskin-Robbins and/or Dunkin’ Restaurants developed under either past or present incentive offers.

5. The foregoing incentives are only available to honorably discharged military veterans who hold a majority ownership interest in the franchise and are non-transferable.

6. Restaurants in the Pacific Northwest (i.e., certain Designated Market Areas in Idaho, Montana, Oregon and Washington)

are not eligible for the CFF incentive in section 1 above. Restaurants in Alaska, Hawaii and SDOs, as described in Section 6 of the SDA, are not eligible to receive any of the above incentives.

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7. Effect. Except as specifically provided above, the terms of the SDA and FA(s) are unaffected by the terms of this Addendum. The parties acknowledge and agree that this Addendum is subject, in all respects, to the other provisions of the SDA and FA(s). Additionally, the parties agree that in deciding whether to enter into this Addendum, they are relying only on the words of this Addendum and not on any other prior communication between the parties. The provisions of this Addendum apply only to the SDA and FA(s) entered into between us and you, and are not meant to confer rights on any other party.

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BR Military Veterans Ownership Incentive 03-2021 Exhibit B-7b

This incentive is available to honorably discharged military veterans who purchase

an existing Stand-alone Baskin-Robbins Restaurant

PC #__________

BASKIN-ROBBINS MILITARY VETERANS OWNERSHIP INCENTIVE

ADDENDUM TO FRANCHISE AGREEMENT

The following provisions are hereby incorporated into the Franchise Agreement (“FA”) and supplement and modify the Franchise Agreement with respect to the obligations imposed and benefits received by each party. For the sake of convenience, Baskin-Robbins Franchising LLC is referred to in this Addendum as “Franchisor.” You are referred to in this Addendum as “Franchisee” or “Buyer.” In the event of any conflict between a provision in this Addendum and a provision in the Franchise Agreement, the provision in this Addendum shall control. 1. Reduction of Continuing Franchise Fees (“CFF”) for Purchase of Existing Stand-alone Baskin-Robbins

Restaurant: a. The CFF for this Restaurant will be reduced to 3.9% of Gross Sales for one year* from the date Franchisee takes ownership of the Restaurant (the “Transfer Date”), then increase to 4.9% of Gross Sales for the following year, and then return to 5.9% of Gross Sales for the remaining term of the FA. For certain Restaurants located in Alaska, and the Pacific Northwest (i.e., certain Designated Market Areas in Idaho, Montana, Oregon and Washington), the CFF for the newly purchased existing Restaurant will be reduced to 0% of Gross Sales for three years from the Transfer Date, and then return to 1.0 percent of Gross Sales for the remaining term of the FA.

*See section 1.B. below for definition of “year.”

b. The sales reporting period is a seven (7) day period beginning Sunday at the open of business and ending at the close of business on Saturday. For purposes of the incentive, a year means 52 sales reporting periods. If you purchase the Restaurant on a day other than Sunday, your initial sales reporting period will be less than seven (7) days.

2. Franchise Term Incentive for Purchase of an Existing Stand-alone Baskin-Robbins Restaurant: a. Waiver of Franchise Fee for Term up to Ten years. With respect to the newly purchased existing Restaurant, Buyer will receive up to ten (10) years of franchise term at no additional charge. For example, if seller has four (4) years of term remaining as of the Transfer Date, Buyer will receive an additional six (6) years of franchise term at no additional charge.

b. Fifty Percent (50%) Off Franchise Term Fee for up to additional Ten years. With respect to the newly purchased existing Restaurant, Buyer will have opportunity to purchase up to an additional ten (10) years of franchise term at a reduced rate of fifty percent (50%) off the standard Initial Franchise Fee rate. Total term of the FA may not exceed twenty (20) years.

3. $5,000 Credit for Certain Fees Due at Closing: At the time of transfer, Buyer will receive a Five Thousand

Dollar ($5,000) credit that may be applied only toward e-learning fees, other training fees and/or marketing start-up fees that are due upon closing for the purchased Restaurant. Any portion of the $5,000 Credit that cannot be used toward the foregoing fees will be automatically forfeited.

4. $3,100 Credit for Repairs needed Post-Closing: At the time of transfer, Buyer will receive a Three Thousand

One Hundred Dollar ($3,100) credit that may be used solely for reimbursement of repairs in the Restaurant, if

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any, that become necessary during the ninety (90) day period following the Transfer Date (each a “Qualifying Repair”). The credit may not be used for reimbursement of costs incurred in correcting deficiencies that existed prior to the Transfer Date, whether or not the deficiencies were included on the deficiency list. For any Qualifying Repair that is identified within the 90 day period following the Transfer Date, the following must occur for you to receive reimbursement from the $3,100 credit: (1) during the 90 day period following the Transfer Date, you must submit to us acceptable documentation and/or photographs of the item to be repaired; (2) the item must be repaired within thirty (30) days of being identified, and (3) the vendor invoice detailing the repair along with reasonable proof of payment (the “Supporting Documentation”) must be submitted to us within thirty (30) days of the repair being completed. All requests for reimbursement along with the Supporting Documentation for Qualifying Repairs must be received by us no later than one hundred fifty (150) days following the Transfer Date (the “Submission Deadline”). You will receive reimbursement for any properly documented Qualifying Repair within forty-five (45) days of our receipt of the Supporting Documentation. Any portion of the $3,100 Credit that remains following the Submission Deadline will be automatically forfeited.

5. Eligibility Requirements: The store transfer must in all respects be arms-length and be a complete transfer of

ownership interest (I.e., current owners may not retain any ownership interest). Seller may not (i) be a relative of the buyer or (ii) retain any type of interest in the franchise being sold. The foregoing incentives are only available to honorably discharged military veterans who hold a majority ownership interest in the franchise and, if they are existing franchisees, are in good standing with Franchisor and have a Franchise Business Review rating of “A” or “B” at the time of transfer. From the Transfer Date up through the date the above CFF rate reduction incentives end, Franchisee must timely report and pay all fees due to Franchisor and its affiliates, must retain an “A” or “B” rating on the Franchise Business Review in all Baskin-Robbins restaurants, must timely submit profit and loss statements and must not otherwise be in default of any franchise agreement or other agreement with Franchisor or any of its affiliates. Failure to remain compliant with the foregoing may result in the loss of the incentives.

6. Incentive Offer cannot be combined/limit one per Franchisee Network. This offer cannot be combined with

any other incentive such as the Restaurant Transfer Sales Increase incentive. This incentive offer is limited to one incentive per franchisee network.

7. Not Transferable: These incentives are non-transferable. Additionally, if within the first two years following

the Transfer Date, you assign, transfer or sell any of your right, title and interest in the FA for this Restaurant, then we have the right to payment from you of the dollar value of each incentive granted above in Sections 1, 2, 3 and 4 in our sole discretion, which, if applicable, shall be due and payable upon such assignment, sale and/or transfer.

8. This incentive offer may not be combined with the Baskin-Robbins Multi-unit Ownership Incentive offer for

existing single brand Baskin-Robbins franchisees.

9. Special Distribution Opportunities are not eligible for any of the above incentives.

10. Effect. Except as specifically provided above, the terms of the FA(s) are unaffected by the terms of this Addendum. The parties acknowledge and agree that this Addendum is subject, in all respects, to the other provisions of the FA(s). Additionally, the parties agree that in deciding whether to enter into this Addendum, they are relying only on the words of this Addendum and not on any other prior communication between the parties. The provisions of this Addendum apply only to the FA(s) entered into between us and you, and are not meant to confer rights on any other party.

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Addition of a BR to an Existing Dunkin’ Incentive 03-2021 Exhibit B-8

The following incentive applies to the Baskin-Robbins IFF for the addition of a Baskin-Robbins into an existing Dunkin’ Restaurant

PC # __________

INCENTIVE FOR ADDITION OF A BASKIN-ROBBINS TO AN

EXISTING DUNKIN’ RESTAURANT

ADDENDUM TO FRANCHISE AGREEMENT The following provisions are hereby incorporated into the Franchise Agreement (“FA”). These provisions both supplement and modify the Agreement with respect to the obligations imposed and benefits received by each party. For the sake of convenience, Dunkin’ Donuts Franchising LLC and Baskin-Robbins Franchising LLC are referred to in this Addendum as “Dunkin’” and “Baskin-Robbins,” respectively, and collectively as “we”, “us” or “our.” The Franchisee is referred to in this Addendum as “Franchisee”, “you” or “your.” In the event of any conflict between a provision in this Addendum and a provision in the Franchise Agreement, the provision in this Addendum shall control. 1. Reduction of Baskin-Robbins Initial Franchise Fee (Baskin-Robbins IFF) for the addition of a Baskin-

Robbins to a Dunkin’ Restaurant. a. If you open the Restaurant to serve the general public by the “Required Opening Date”, which is one (1)

year from the date of your Conditional Real Estate Site Approval Letter, the Baskin-Robbins IFF set forth in the Contract Data Schedule of your FA will be waived. If you do not meet the Required Opening Date for the Restaurant, the full Baskin-Robbins IFF amount will be due and payable on the earlier of (i) the Restaurant’s Required Opening Date or (ii) the date the Restaurant’s FA is signed.

b. Unless otherwise approved by us in writing, the Baskin-Robbins franchise term may not exceed the franchise term of the Dunkin’ Restaurant. For example, if the Dunkin’ Restaurant has fifteen (15) years of franchise term and no additional Dunkin’ term is purchased at the time the Baskin-Robbins is added, then only fifteen (15) years of Baskin-Robbins franchise term may be purchased.

c. For purposes of clarity, the Dunkin’ IFF, if any, will remain unchanged from the amount set forth in the Contract Data Schedule of your FA.

2. Effect. Except as specifically provided above, the terms of the FA are unaffected by the terms of this Addendum.

The parties acknowledge and agree that this Addendum is subject, in all respects, to the other provisions of the FA. Additionally, the parties agree that in deciding whether to enter into this Addendum, they are relying only on the words of this Addendum and not on any other prior communication between the parties. The provisions of this Addendum apply only to the FA entered into between us and you, and are not meant to confer rights on any other party.

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BR Multi-Restaurant Ownership Incentive 03-2021 Exhibit B-9

This incentive is available to existing, eligible Stand-alone Baskin-Robbins franchisees who purchase an additional existing Stand-alone Baskin-Robbins Restaurant

PC # __________

BASKIN-ROBBINS MULTI-RESTAURANT OWNERSHIP INCENTIVE

ADDENDUM TO FRANCHISE AGREEMENT FOR

NEWLY PURCHASED EXISTING BASKIN-ROBBINS RESTAURANT & FOR BUYER’S EXISTING BASKIN-ROBBINS RESTAURANT

The following provisions are hereby incorporated into the Franchise Agreement and supplement and modify the Franchise Agreement with respect to the obligations imposed and benefits received by each party. For the sake of convenience, Baskin-Robbins Franchising LLC is referred to in this Addendum as “Franchisor.” You are referred to in this Addendum as “Franchisee” or “Buyer.” In the event of any conflict between a provision in this Addendum and a provision in the Franchise Agreement, the provision in this Addendum shall control. BE ADVISED: No employee or agent of our company is authorized to provide you with any information about the financial performance, including sales, costs or profits, of any restaurant other than the historical information that is provided in Items 7 or 19 (including the Notes sections) of our Franchise Disclosure Document. The following incentives are available to certain existing, eligible Stand-alone Baskin-Robbins franchisees who purchase an additional existing Stand-alone Baskin-Robbins Restaurant on or before December 25, 2021: 1. Reduction of Continuing Franchise Fees (“CFF”) for Newly Purchased Existing Baskin-Robbins

Restaurant and for Buyer’s Existing Baskin-Robbins Restaurant: a. Newly Purchased Existing Stand-alone Baskin-Robbins. The CFF for this Restaurant, the newly purchased existing Restaurant, will be reduced to 3.9% of Gross Sales for one year* from the date Franchisee takes ownership of the Restaurant (the “Transfer Date”), and then return to 5.9% of Gross Sales for the remaining term of the FA. For certain Restaurants located in Alaska, and the Pacific Northwest (i.e., certain Designated Market Areas in Idaho, Montana, Oregon and Washington), the CFF for the newly purchased existing restaurant will be reduced to 0% of Gross Sales for two years from the Transfer Date, and then return to 1.0% of Gross Sales for the remaining term of the FA.

*See section 1.C. below for definition of “year.”

b. Buyer’s Existing Stand-alone Baskin-Robbins. The FA for Buyer’s existing Stand-alone Baskin-Robbins Restaurant, PC ______, will be amended concurrently herewith to reduce the CFF for said Restaurant to 4.9% of Gross Sales for one year from the Transfer Date of the newly purchased existing Restaurant, and then return to 5.9% of Gross Sales for the remaining term of the FA. For certain Stand-alone Baskin-Robbins Restaurants located in Alaska, and the Pacific Northwest (i.e., certain Designated Marketing Areas in Idaho, Montana, Oregon and Washington), the CFF for Buyer’s existing Restaurant will be reduced to 0% of Gross Sales for one year from the Transfer Date, and then return to 1.0% of Gross Sales for the remaining term of the FA. If Buyer owns more than one existing stand-alone Baskin-Robbins, Buyer will choose, no less than fourteen days prior to the Transfer Date, which of the existing Restaurants will receive the one year, one percent CFF rate reduction.

c. The sales reporting period is a seven (7) day period beginning Sunday at the open of business and ending at the close of business on Saturday. For purposes of the incentive, a year means 52 sales

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reporting periods. If you purchase the Restaurant on a day other than Sunday, your initial sales reporting period will be less than seven (7) days.

2. Franchise Term Incentive for Purchase of an Existing Stand-alone Baskin-Robbins Restaurant:

Waiver of Franchise Fee for Term up to Ten years. With respect to the newly purchased existing Restaurant, Buyer will receive up to ten (10) years of franchise term at no additional charge. For example, if seller has four (4) years of term remaining as of the Transfer Date, Buyer will receive an additional six (6) years of franchise term at no additional charge.

3. $2,500 Credit for Certain Fees Due at or prior to Closing:

Buyer will receive a Two Thousand Five Hundred dollar ($2,500) credit that may be applied only toward e-learning fees, other training fees and/or marketing start-up fees that are due upon or prior to closing for the newly purchased existing Restaurant. Any portion of the $2,500 credit that cannot be used toward the foregoing fees will be automatically forfeited.

4. Eligibility Requirements: The store transfer must in all respects be arms-length and be a complete

transfer of ownership interest (I.e., current owners may not retain any ownership interest). Seller may not (i) be a relative of the buyer or (ii) retain any type of interest in the franchise being sold. The foregoing incentives are only available to Stand-alone Baskin-Robbins existing franchisees who are in good standing with Franchisor and have a Franchise Business Review rating of “A” or “B” at the time of transfer. From the Transfer Date up through the date the above CFF rate reduction incentives end, Franchisee must timely report and pay all fees due to Franchisor and its affiliates, must retain an “A” or “B” rating on the Franchise Business Review in all Baskin-Robbins Restaurants, must timely submit profit and loss statements and must not otherwise be in default of any franchise agreement or other agreement with Franchisor or any of its affiliates. Failure to remain compliant with the foregoing may result in the loss of the incentives.

5. Incentive Offer cannot be combined/limit one per Franchisee Network. This offer cannot be

combined with any other incentive such as the Restaurant Transfer Sales Increase incentive. This incentive offer is limited to one incentive per franchisee network.

6. Not Transferable: These incentives are non-transferable. Additionally, if within the first two (2) years

following the Transfer Date, you assign, transfer or sell any of your right, title and interest in either the FA for this Restaurant or the FA for the existing restaurant that receives the reduction in CFF described in Section 1.B. above, then we have the right to payment from you of the dollar value of each incentive granted above in Sections 1, 2 and 3 in our sole discretion, which, if applicable, shall be due and payable upon such assignment, sale and/or transfer.

7. SDOs are not eligible for any of the above incentives. 8. Effect. Except as specifically provided above, the terms of the FA(s) are unaffected by the terms of this

Addendum. The parties acknowledge and agree that this Addendum is subject, in all respects, to the other provisions of the FA(s). Additionally, the parties agree that in deciding whether to enter into this Addendum, they are relying only on the words of this Addendum and not on any other prior communication between the parties. The provisions of this Addendum apply only to the FA(s) entered into between us and you, and are not meant to confer rights on any other party.

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Exhibit C-1

CANTON, MASSACHUSETTS PC ________

SAMPLE PROMISSORY NOTE

Principal $

Interest + ==============

Total Principal and Interest $

FOR VALUE RECEIVED, in consideration of the debts of the UNDERSIGNED to one or more of the following entities: DUNKIN’ DONUTS FRANCHISING LLC, BASKIN-ROBBINS FRANCHISING LLC, DB REAL ESTATE ASSETS I LLC, DB REAL ESTATE ASSETS II LLC, and/or DUNKIN’ BRANDS INC. the UNDERSIGNED jointly and severally promise to pay to the order of DUNKIN’ BRANDS INC. ("HOLDER") at 130 Royall Street, Canton, Massachusetts 02021 or at such other place as the HOLDER may designate and notify the UNDERSIGNED, the Principal in the amount of______________________________________________ ($ ), and interest of ___ percent (__%) per annum on the unpaid Principal through date of collection, plus all costs of collection, including court costs and reasonable attorneys' fees, if collected by or through an attorney at law. Principal and Interest are payable as set forth in the attached Amortization Schedule [on or before __________________________]. In the event full payment is not timely received, Interest shall accrue at eighteen percent (18%) per annum or the highest rate permitted by law on the unpaid Principal balance until paid in full.

The following events shall constitute an event of default hereunder: (a) if any amounts due hereunder are not paid when due or if any other liabilities of the UNDERSIGNED (or any of them) to the HOLDER are not paid as and when due, or (b) if any default occurs under any Franchise Agreement, Lease, Loan Agreement, Security Agreement, Pledge Agreement, Conditional Sales Contract, Deed to Secure Debt, or similar agreement between the UNDERSIGNED (or any of them) and either (i) the HOLDER, or (ii) any parent, affiliate or subsidiary of the HOLDER, or (iii) any successor or assign of the HOLDER or any parent, affiliate or subsidiary of the HOLDER, or (c) the termination for any reason of any Franchise Agreement or Lease between the UNDERSIGNED and HOLDER or any parent, affiliate or subsidiary of the HOLDER or the failure of the UNDERSIGNED to pay when due any obligation to HOLDER, affiliate or subsidiary of the HOLDER or (d) the UNDERSIGNED shall transfer ownership interest in the [Dunkin’/Baskin-Robbins] restaurants located at: ______________________________________ (the “Restaurant(s)”), or (e) if the UNDERSIGNED (or any of them) shall become insolvent (as defined in the Uniform Commercial Code as is in effect at that time in the State of _______________________, or if judgment be entered against the UNDERSIGNED, or (e) if the UNDERSIGNED (or any of them or any of its affiliates) fails to pay when due any obligation to HOLDER or any parent, affiliate or subsidiary of HOLDER, or (f) if HOLDER shall reasonably deem itself insecure for any reason whatsoever.

Upon the occurrence of an event of default (as defined herein) any and all of the liabilities of the UNDERSIGNED pursuant hereto may, at the option of the HOLDER and without demand or notice of any kind be declared and thereupon immediately shall become due and payable and the HOLDER may exercise any rights available to HOLDER by operation of law, or available under any written instrument, in addition to this Note, relating to any of the liabilities of the UNDERSIGNED (or any of them) to the holder of any securities, endorsements, guaranties or sureties therefor. Upon the occurrence of an event of default (as defined herein), HOLDER, its subsidiary or affiliate may, at its sole and absolute discretion, terminate the Franchise Agreement(s) and Lease(s) for the Restaurant(s). The UNDERSIGNED agree to execute concurrently herewith a termination of Franchise Agreement [and Lease] which shall be held

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by HOLDER in escrow pending performance by the UNDERSIGNED under this Note. [In addition, at HOLDER’s sole discretion, HOLDER may file UCCs and Security Agreements on the Restaurant(s). The UNDERSIGNED agrees to execute all necessary documents and pay all cost associated with the Note and related filings, including but not limited to reasonable attorney’s fees and filing fees.]1 [The UNDERSIGNED, (also referred to as "Debtor") hereby grants to HOLDER (also referred to as the "Secured Party"), to secure the payment and performance in full of all the Debtor's indebtedness owed to Secured Party, a security interest in and so assigns, pledges, conveys to Secured Party the properties, assets and rights of Debtor described on Schedule 1 attached hereto, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof (all of the same being hereafter called the “Collateral”). At any time during the term of this Agreement or so long as such indebtedness remains unpaid, Debtor authorizes the Secured Party to file financing statements without the signature of Debtor to the fullest extent permitted by applicable law, and shall at its own expense promptly and duly execute and deliver any and all such further financing statements, liens, mortgages, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as the Secured Party may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies under this Note with respect to any or all of the Collateral, including, without limitation, the filing of any financing statements, continuation statements, or amendments thereto, in a form acceptable to the Secured Party, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Note. Debtor will (i) pay or reimburse the Secured Party for all filing fees and related costs and expenses; (ii) provide the Secured Party from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as the Secured Party may reasonably request; and (iii) reimburse the Secured Party for performing or ordering all searches the Secured Party reasonably deems necessary or desirable to establish and determine the existence or priority of its security interest and other secured parties with respect to the Collateral.]2 The HOLDER shall be under no duty to exercise any or all of the rights and remedies given by this Note and no party to this instrument shall be discharged from his obligations or undertakings hereunder: (1) should the HOLDER release or agree not to sue any person against whom the party has, to the knowledge of the HOLDER, a right of recourse, or (2) should the HOLDER agree to suspend the right to enforce this Note against such person or otherwise discharge such person, or (3) should the HOLDER extend in whole or in part the time for payment of this Note. No forbearance or indulgence shall operate as a waiver of any right or remedy of HOLDER or obligation of the UNDERSIGNED unless HOLDER shall otherwise agree in writing. HOLDER shall be entitled to invoke any remedy available to HOLDER under this Note or by law or in equity and enforce any covenant or condition against the UNDERSIGNED despite said forbearance or indulgence. The UNDERSIGNED may prepay this Note in whole or in part at any time without premium or penalty. Any partial payments shall be applied first to accrued and unpaid interest and then to payments due hereunder in inverse order. This Note is delivered, accepted and payable in the State of ____________________ and the parties hereto agree that it shall be governed by the laws of that state. The UNDERSIGNED hereby waive(s) demand, notice of default or non-payment, presentment, stay of execution, appeal, or benefit of any statutory or common law debtor's exemptions, and acknowledge(s) that this Note is given in connection with a commercial transaction and does not relate to any consumer goods or consumer transaction.

The UNDERSIGNED agree not to disclose any information relating to this Note to any third parties unless specifically required to do so by operation of law or after entering into a written agreement permitting such disclosure. Notwithstanding the foregoing, the UNDERSIGNED shall be permitted to

1 Bracketed language applicable to unsecured notes only. 2 Bracketed language applicable to secured notes only.

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disclose those terms of the Note as may be necessary to their accountants or attorneys who also agree to keep such information confidential. TIME IS OF THE ESSENCE OF THIS NOTE. As used herein, the term "UNDERSIGNED" shall mean each party directly or indirectly obligated for the indebtedness which this note evidences whether as maker, co-maker, endorser, surety, guarantor or otherwise. UNDERSIGNED

___________________________ ___________________________ Witness By: [TITLE] and Individually ___________________________ ___________________________ Witness , individually ___________________________ ___________________________ Witness , individually ___________________________ ___________________________ Witness , individually Sworn, sealed and delivered in my presence this ______ day of __________________, 20__. __________________________ Notary Public My Commission Expires: Rev 04/2014

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SCHEDULE 1

"Collateral" shall mean all assets of Debtor including, without limitation, all of the following property Debtor now or later owns or has an interest in, wherever located:

Accounts. All of the Debtor's accounts, as that term is defined in section 9-102(a)(2) of the Uniform Commercial Code, now owned or hereafter acquired (including, without limitation, all notes, notes receivable, drafts, acceptances, bonds, instruments and documents) and all returned, rejected, or repossessed goods, the sale or lease of which shall have given or shall give rise to an account.

Chattel Paper. All of Debtor’s chattel paper, as that term is defined in Section 9-102(a)(11) of the Uniform Commercial Code, now owned or hereafter acquired.

Commercial Tort Claims. All of Debtor’s commercial tort claims, as that term is defined in section 9-102(a)(13) of the Uniform Commercial Code, now owned or hereafter acquired, if any, relating in any way to any franchise agreement with Secured Party.

Equipment. All of the Debtor's equipment, as that term is defined in section 9-102(a)(33) of the Uniform Commercial Code, now owned or hereafter acquired, together with (i) all additions, parts, fittings, accessories, attachments, and accessions now and hereafter affixed thereto and/or used in connection therewith, and (ii) all replacements thereof and substitutions therefore.

Fixtures. All of Debtor’s fixtures, as that term is defined in Article 9 of the Uniform Commercial Code, now owned or hereafter acquired, but only to the extent such fixtures are governed by the Uniform Commercial Code.

General Intangibles. All of the Debtor's general intangibles, as that term is defined in Article 9 of the Uniform Commercial Code, now owned or hereafter acquired (including, without limitation, all of Debtor’s rights under any franchise agreement between Debtor and Secured Party and any other agreement or instrument giving rise to the Indebtedness), all payment intangibles, things in action, personal property lease rights, contractual rights, goodwill, literary rights, rights to performance, copyrights, trademarks, patents and software.

Instruments. All of the Debtor’s instruments, as that term is defined in Article 9 of the Uniform Commercial Code, now owned or hereafter acquired.

Inventory. All of the Debtor's inventory, as that term is defined in Article 9 of the Uniform Commercial Code, now owned or hereafter acquired.

Investment Property. All of Debtor’ s investment property, as that term is defined in Article 9 of the Uniform Commercial Code, now owned or hereafter acquired.

Deposit Accounts. All of Debtor’s deposit accounts, as that term is defined in Article 9 of the Uniform Commercial Code, now owned or hereafter acquired, together with all additions to such deposit accounts.

Additional Collateral. Without limiting the foregoing in any manner whatsoever, all interests in any and all Dunkin’ and Baskin-Robbins stores either now owned or in which Debtor gains rights in the future.

Proceeds. All proceeds, as that term is defined in Article 9 of the Uniform Commercial Code, of any of the foregoing Collateral, now owned or hereafter acquired.

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ALTERNATE COLLATERAL DESCRIPTION FOR SCHEDULE 1

"Collateral" shall mean all assets of Debtor, including presently owned or hereafter acquired personal and fixture property of every kind and nature including without limitation (1) accounts (including health-care-insurance receivables), chattel paper (whether tangible or electronic), documents, instruments (including promissory notes), genera l intangibles, investment property, deposit and escrow accounts, letter of credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, (2) all goods, including equipment, inventory and accessions thereto, (3) all inventory, wherever located, now owned or in the future acquired by Debtor, including without limitation all supplies, any and all bills of lading, warehouse receipts, and other documents of title evidencing inventory; any and all rights of stoppage in transit of inventory; all chattel paper evidencing any past, present, or future inventory; and all letter of credit rights under all existing and future letters of credit securing all or part of the purchase price of inventory that has been or in the future is sold by Debtor; and (4) all proceeds of any of the foregoing Collateral, now owned or hereafter acquired.

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Exhibit C-2

MASTER EQUIPMENT LEASE AGREEMENT Number: 9999

Dated: __________________________

LESSOR: Bank Capital Services LLC dba F.N.B. Equipment Finance, a subsidiary of First National Bank of Pennsylvania

LESSEE: Sample Documents dba Anything Incorporated

1853 Highway 315 1234 Pennsylvania Avenue Pittston, PA 18640 Smalltown, PA 18640

TERMS AND CONDITIONS OF AGREEMENT1. MASTER LEASE: This Master Equipment Lease Agreement (the “Agreement”) sets forth the basic terms and conditions upon which Lessor shall lease toLessee and Lessee shall lease from Lessor the items of property specified in the relevant leasing schedule (each, a “Leasing Schedule”) to be entered into from time to time. Each Leasing Schedule shall incorporate the terms and conditions of this Agreement and shall constitute a lease as to the items of property specified in such Leasing Schedule (the “Equipment”). The term “Lease” as used in this Agreement shall mean the applicable Leasing Schedule incorporating the terms and conditions of thisAgreement. This Agreement shall become effective on the date set forth above.

2. LEASE TERM AND LEASE PAYMENTS: The lease term for the Equipment shall be the period specified in the relevant Leasing Schedule (herein “Lease Term”). The Lease Term for such Equipment shall commence upon the commencement date specified in the Leasing Schedule (each such date, a “Commencement Date”). The pricing for any such Leasing Schedule shall be prepared by Lessor for Lessee’s execution and delivery on or prior to the applicable Commencement Dateand shall replace any schedules previously provided with the indicative pricing; provided, however that Lessor shall have up to ten (10) days following the applicableCommencement Date to provide Lessee with a modified Leasing Schedule to reflect any factual, clerical or other errors or to correctly reflect any changes in rates between the preparation of such Leasing Schedule for execution by Lessee and such Commencement Date. For the Lease Term, Lessee agrees to pay to Lessor the lease payments in arrears specified in the Leasing Schedule (the “Lease Payments”) for the payment periods specified in the Leasing Schedule (the “Payment Periods”), with the firstLease Payment being due on the date set forth on the Leasing Schedule (“First Regular Payment Date”), and the remaining Lease Payments being due on the same day of each consecutive Payment Period thereafter for the duration of the Lease Term, whether or not Lessee has received any notices that such Lease Payment is due. Inaddition, for the period from the applicable Commencement Date to (but excluding) the first day of the month immediately following the month in which such Commencement Date falls (such period, an “Interim Period”), Lessee shall pay to Lessor interim rent (“Interim Rent”) in the amount set forth in the Leasing Schedule and such amount shall be due and payable on the Commencement Date. If Lessee fails to pay any Lease Payment or other sum due under the Lease on or before the date that the same becomes due, Lessee shall pay to Lessor, in addition to and not in lieu of other rights of Lessor, a late charge equal to the lesser of five percent (5%) of such delinquent amount or the maximum rate permitted by law. Any such late charge shall be due and payable to Lessor by Lessee on demand and shall be deemed LeasePayments. Lessee acknowledges that the late charge is an estimate of the costs Lessor will incur as a result of the late payment and is reasonable in amount. Withoutcontravening any claim of title or true lease, Lessor does not intend to charge Lessee any amount in excess of the maximum amount of time price differential or interest, as applicable, permitted to be charged or collected by applicable law and any such excess amounts will be applied to payments due under the Lease, in inverse order ofmaturity, with any surplus refunded to the Lessee. All payments provided for in the Lease shall be payable at the office of Lessor set forth above, or at any other placedesignated in writing by Lessor no less than 30 days prior to the next Lease Payment date. The Lease may not be terminated or canceled for any reason whatsoever, except as expressly provided in the Lease. No amounts under the Lease may be prepaid (CONTINUED ON FOLLOWING PAGES)

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as set forth below. Lessee acknowledges that no amendment to any Leasing Schedule or this Agreement shall be effective unless in writing as provided in this Lease.ACCEPTED BY:

LESSOR: Bank Capital Services LLC dba F.N.B. Equipment Finance, a subsidiary of First National Bank of Pennsylvania

BY: Charles Jones, Vice President

DATE:

BY EXECUTION HEREOF, THE SIGNER CERTIFIES THAT (S)HE HAS READ THE ENTIRE AGREEMENT, THAT LESSOR OR ITS REPRESENTATIVES HAVE MADE NO AGREEMENTS OR REPRESENTATIONS EXCEPT AS SET FORTH HEREIN OR IN THE LEASING SCHEDULE AND THAT (S)HE IS DULY AUTHORIZED TO EXECUTE THIS AGREEMENT ON BEHALF OF LESSEE.

LESSEE: Sample Documents dba Anything Incorporated

BY: Please Print & Sign Name

Title DATE:

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3. NET LEASE; AGREEMENT IRREVOCABLE; NO SETOFF; DISCLAIMER OF WARRANTIES; LIMITATION OF REMEDY; LIMITATION OF LIABILITY:

(a) Each Lease is a net lease. Lessee’s obligation to make Lease Payments and perform Lessee’s obligations hereunder are absolute, irrevocable, and unconditional and shall not be subject to any right of set-off, counterclaim, deduction, defense or other right that Lessee may have against Lessor, Supplier, or another other party for any reason whatsoever, provided that nothing in this Agreement shall prevent Lessee from asserting any such claims in a separate cause of action. Lessee has selected both the Equipment and the manufacturer or supplier (identified in the Leasing Schedule, herein “Supplier”) from whom Lessee has requested that Lessor purchase the Equipment. Lessee hereby assigns to Lessor all of Lessee’s rights, but none of its obligations, under any purchase agreement or other contract between Lessee and Supplier or any other person from whom the Equipment is being purchased (each, a “Purchase Contract”) related to a Lease. Lessor may accept such assignment from Lessee of Lessee’s rights but none of Lessee’s obligations, under any such Purchase Contract and or issue a purchase order for the Equipment to the Supplier.

(b) LESSEE ACKNOWLEDGES THAT LESSOR HAS NO SPECIAL FAMILIARITY OR EXPERTISE WITH RESPECT TO THE EQUIPMENT. LESSEE AGREES THAT THE EQUIPMENT LEASED UNDER THE LEASE IS LEASED ON AN “AS IS” “WHERE IS” AND “WHAT IS” BASIS AND IS OF A SIZE, DESIGN AND CAPACITY SELECTED BY LESSEE AND THAT LESSEE IS SATISFIED THAT THE SAME IS SUITABLE FOR LESSEE’S PURPOSES, AND THAT EXCEPT AS MAY OTHERWISE BE SPECIFICALLY PROVIDED HEREIN OR IN THE LEASING SCHEDULE, LESSOR HAS MADE NO REPRESENTATION OR WARRANTY AS TO ANY MATTER WHATSOEVER. LESSOR DISCLAIMS, AND LESSEE HEREBY EXPRESSLY WAIVES AS TO LESSOR, ALL WARRANTIES WITH RESPECT TO THE EQUIPMENT INCLUDING BUT NOT LIMITED TO ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE, QUALITY, DESIGN, OPERATION, CONDITION, VALUE, CAPACITY, OR WORKMANSHIP, ALL EXPRESS OR IMPLIED WARRANTIES AGAINST PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENTS OR DEFECTS, WHETHER HIDDEN OR APPARENT, AND ALL EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO COMPLIANCE OF THE EQUIPMENT WITH THE REQUIREMENTS OF ANY LAW, REGULATION, SPECIFICATION OR CONTRACT RELATIVE THERETO. IN NO EVENT SHALL LESSOR BE LIABLE (INCLUDING WITHOUT LIMITATION, UNDER ANY THEORY IN TORTS) FOR ANY LOSS OF USE, REVENUE, ANTICIPATED PROFITS OR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY LEASE OR THE USE, PERFORMANCE OR MAINTENANCE OF THE EQUIPMENT. LESSEE UNDERSTANDS AND AGREES NOT TO ASSERT AGAINST LESSOR ANY CLAIMS OR DEFENSES THAT LESSEE MAY HAVE WITH RESPECT TO THE EQUIPMENT AND UNDERSTANDS THAT LESSEE MAY ASSERT SUCH CLAIMS AGAINST SUPPLIER.

(c) For the Lease Term, for so long as no Default has occurred and is continuing, Lessor assigns to Lessee (to the extent permitted by law) any right Lessor may have under any contract related to the Equipment listed on the relevant Leasing Schedule against the Supplier and/or service company to enforce, at Lessee’s sole expense, warranties (if any) with respect to the Equipment, provided however, that Lessee shall indemnify and defend Lessor (and its assigns) from and against all reasonable claims, expenses, damages, losses and liabilities incurred or suffered by Lessor in connection with any such enforcement.

(d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE WAIVES (i) ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE AND (ii) ANY RIGHTS NOW OR HEREAFTER CONFERRED BY ANY STATUTE OR OTHERWISE TO RECOVER INCIDENTAL OR CONSEQUENTIAL DAMAGES FROM LESSOR FOR ANY BREACH OF WARRANTY OR FOR ANY OTHER REASON OR TO SET OFF OR DEDUCT FROM ANY PART OF ANY CLAIMED DAMAGES RESULTING FROM LESSOR’S DEFAULT, IF ANY, UNDER ANY LEASE.

4. TITLE AND REGISTRATION VESTED IN LESSOR; NO SUBLETTING; NO ENCUMBRANCES PERMITTED; ALL EQUIPMENT IS PERSONAL PROPERTY; LANDLORD WAIVERS REQUIRED: Lessee acknowledges that subject to the provisions of the Leasing Schedule, legal title to the Equipment shall at all times be vested in Lessor. No right, title or interest in the Equipment shall pass to Lessee other than, conditioned upon Lessee’s compliance with and fulfillment of the terms and conditions of the Lease, the right to possess and use the Equipment for the full Lease Term. Lessee agrees not to sell, assign, sublet, pledge, or otherwise encumber any interest in the Lease or Equipment and agrees to keep the same free from any lien, encumbrance, right of distraint or any other claim which may be asserted by any third party. Lessee shall immediately notify Lessor in writing of any tax or other liens attaching to the Equipment. Lessor and Lessee hereby confirm their intent that the Equipment always remain and be deemed personal property even though the Equipment may hereafter become attached or affixed to realty. Lessee shall obtain all such waivers as Lessor may reasonably require to acknowledge Lessor’s title to and assure Lessor’s right to remove the Equipment, including any landlord and mortgagee waivers.

5. GRANT OF SECURITY INTEREST: If, in Paragraph 12 of any Leasing Schedule attached hereto, Option A or Option B has been selected, then, with respect to such Equipment, Lessor and Lessee agree that (a) the Lease is a “finance lease” or a true “lease” as such terms are defined in Article 2A of the Uniform Commercial Code (“UCC”), (b) Lessor shall be entitled to all the benefits applicable to a transaction that qualifies as a finance lease under Article 2A of the UCC and (c) that the transaction is not a sale or retention of a security interest. Lessee hereby collaterally assigns, grants, and conveys to Lessor a security interest in and lien on all of Lessee’s right, title and interest in and to all of the following (whether now existing or hereafter created, including any additional Leasing Schedules hereto (the “Collateral”), if a court of competent jurisdiction should disregard the intent of the parties that the transaction be treated as a finance lease or as a true lease (if so indicated on the Leasing Schedule): (i) the Equipment, (ii) any and all substitutions, modifications, replacements or exchanges for such item or items of Equipment, and (iii) any and all insurance proceeds of the Equipment and other collateral in and which a security interest is granted hereunder. The collateral assignment and grant of security interest shall survive the termination, cancellation or expiration of any Leasing Schedule until all obligations of Lessee are paid to Lessor in full.

6. PAYMENT OF TAXES: Lessee shall pay to Lessor when due all taxes, fees and assessments, including but not limited to, all license and registration fees, sales, use, property, gross receipts, excise, transaction, ad valorem, privilege, intangible, stamp or other taxes or charges, together with any fines, penalties or interest thereon (unless such fines, penalties or interest arise solely from Lessor’s gross negligence or willful misconduct) now or hereafter imposed by any governmental body, upon or with respect to, any of the Equipment or the use, possession, ownership, leasing, operation, delivery or return thereof (excluding, however, franchise taxes and any taxes based on the net income of Lessor). Any fees, taxes or other amount paid by Lessor upon failure of Lessee to make such payments set forth in this Section 6 shall be payable upon demand from Lessee to Lessor.

7. GENERAL INDEMNIFICATION OF LESSOR BY LESSEE: Lessee agrees to indemnify and hold Lessor (and its assigns) harmless from and against any and all claims, losses, damages, penalties, actions, suits and liabilities (including negligence, tort and strict liability), together with all reasonable legal costs and expenses in connection therewith incurred by Lessor (and its assigns) which results from, or relate to, the manufacture, purchase, ownership, maintenance, modification, delivery, installation, possession, condition, use, acceptance, rejection, revocation of acceptance, operation or return of the Equipment, provided, however, that the forgoing indemnity shall not extend to any claim (i) attributable to the gross negligence or willful misconduct of Lessor or any successors or assigns thereof, (ii) to the extent attributable to acts or events that occur after termination of the Lease or the return of the Equipment in accordance with the terms of the Lease, (iii) to the extent resulting from the breach of any representation or warranty by Lessor contained herein or in the Lease, and (iv) to the extent attributable to a default by Lessor in the performance of its obligations under this Agreement or the Lease.

8. INSTALLATION AND DELIVERY: Lessee shall provide a suitable installation environment for the Equipment as specified in the applicable manufacturer’s or Supplier’s manuals, and except as otherwise

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specified by the manufacturer or Supplier, furnish all labor required for unpacking and placing each item of Equipment in the desired location. Unless expressly provided in the Leasing Schedule, Lessee shall also be responsible for any delivery, rigging, destination and installation charges charged by the manufacturer or Supplier with respect to the Equipment.

9. OPERATION; USE; MAINTENANCE; INSPECTION:

(a) For the full Lease Term, Lessee shall keep the Equipment in good condition and repair and shall operate the Equipment in accordance with all applicable manufacturer and Supplier manuals or instructions by fully qualified and fully authorized personnel only, in accordance with all applicable laws and regulations, including, all alterations, modifications and additions as may be required from time to time to meet the requirements of any applicable law or governmental body (each a “Required Modification”). All Required Modifications shall immediately and without further act be deemed to constitute “Equipment” and be subject to the applicable Lease as if originally leased hereunder. Lessee at its own expense, may add or install any accessory, equipment, upgrade, attachment or device (each, an “Addition”) on any item of Equipment provided such Additions (1) are not readily removable without causing material damage to the Equipment, (2) do not adversely impair the value (whether sale value, rental value, residual value, productive capacity, utility or remaining useful life) of the Equipment and (3) do not cause the Equipment to become “limited use property” within the meaning of Rev. Proc. 2001-28 and 2001-29, I.R.B. 1156 (or any successor tax provisions) as of the date of such Addition. All Additions shall remain the property of the Lessor.

(b) For said Lease Term, Lessee shall properly maintain the Equipment, or cause it to be properly maintained, by a duly qualified service company and keep the Equipment in good repair, good operating condition, appearance and working order in compliance with the manufacturer’s recommendations and Lessee’s standard practices (but in no event less than prudent industry practices for such Equipment). Such maintenance shall be performed in accordance with all requirements necessary to enforce all product warranty rights and a copy of the contract of the maintenance agreement with such service company shall be provided to Lessor upon request. Lessee shall replace any part of the Equipment that become unfit or unavailable for use from any cause with a replacement part that is, in the Lessor’s sole opinion, of the same manufacture, value and remaining useful life and utility as the part being replaced immediately prior to the replacement, assuming such part was kept in accordance with this Agreement and the Lease. Any replacement parts shall be free and clear of all liens and shall constitute Equipment as if originally leased under the Lease. All operating and maintenance costs with respect to the Equipment shall be borne by Lessee. Lessee shall notify Lessor in writing immediately upon Lessee become aware of any existing or threatened investigation, claim or action by any governmental authority that could adversely affect the Equipment, Lessor or any Lease.

(c) Lessee shall not: (i) use, operate or locate the Equipment in any manner or area so as to cause it to be excluded from coverage by any insurance required under the Lease; (ii) abandon the Equipment; (iii) alter in any material respect the Equipment; or (iv) permit the Equipment to be removed from the Equipment location specified in the Leasing Schedule (herein “Equipment Location”), or any subsequent location permitted in writing by Lessor, without the prior written consent of lessor, which consent shall not be unreasonably withheld.

(d) Within five (5) days following a written request therefor, Lessee shall inform Lessor of the exact location of each item of Equipment, if not the Equipment Location. Unless a Default shall have occurred, Lessor shall have the right from time to time during normal business hours on at least five (5) days prior written notice to Lessee and without disruption to Lessee’s normal course of business to enter, or to cause Lessor’s duly appointed representative to enter any Equipment Location to confirm the condition or proper maintenance of the Equipment, and Lessee shall ensure Lessor’s (or Lessor’s designee) access for such purpose.

10. RISK OF LOSS: Lessee agrees that it shall bear all risk of loss, damage to or destruction of the Equipment. Lessee shall give Lessor prompt notice of any damage to or loss of any Equipment or of any occurrence arising from the possession, use or operation of the Equipment resulting in death or bodily injury or damage to property. In the event of damage to any item(s) of Equipment, Lessee shall promptly place such item(s) in good repair (with no abatement of Lease Payments), with the proceeds of any insurance recovery

applied to the cost of such repair. Should any item(s) of Equipment become lost, stolen, destroyed, worn out, damaged beyond repair, condemned, confiscated, seized or requisitioned (herein “Event of Loss”), Lessee shall, at the option of Lessor, either (a) replace the same with like equipment in good repair (with no abatement of Lease Payments) and ensure that Lessor acquires good title to such replacement equipment, or (b) pay to Lessor on the date of the scheduled Lease Payment date immediately following such Event of Loss (herein “Loss Payment Date”), the pro rata portion relating to such item(s) of the sum of (i) all remaining Lease Payments for the balance of the Lease Term (ii) the Stipulated Loss Value shown for such Equipment on the relevant Leasing Schedule for such date (the “Stipulated Loss Value”), (iii) all past due and unpaid Lease Payments and (iv) any other payments due and unpaid through the Loss Payment Date relating to such item(s), whereupon the Lease shall terminate as to such item(s) of Equipment. If no Stipulated Loss Value is provided in the applicable Leasing Schedule, then the Stipulated Loss Value for any item of Equipment shall mean an amount equal to the sum of the present value of all future Lease Payments for such item of Equipment payable under the Lease as of the date of calculation plus the residual value of the Equipment as reflected on the books of Lessor, discounted at 1%.

11. INSURANCE: For the full Lease Term, Lessee, at its expense, shall maintain comprehensive general liability insurance and “all risks” property insurance with respect to the Equipment (as primary insurance for Lessee and Lessor) in such amounts as Lessor shall require, provided that such property insurance shall be in an amount at least equal to the full replacement value of the Equipment; and such insurance shall be placed with carriers reasonably acceptable to Lessor. The liability insurance policy, which shall include blanket contractual liability coverage, shall name Lessor (and its successors and assigns) as additional insured and the property insurance policy shall name Lessor (and its successors and assigns) as loss payee to the extent its interest may appear, and both policies shall provide that they may not be canceled or altered without at least thirty (30) days prior written notice to Lessor. Lessee irrevocably appoints Lessor as agent and attorney-in-fact for the purpose of adjusting and settling any property insurance hereunder and endorsing in Lessee’s name any instruments or payments received in respect thereof. Lessee shall furnish to Lessor within thirty (30) days (or sooner if requested by Lessor) of delivery of the Equipment a certificate of insurance that such coverage is in effect, however, Lessor shall be under no duty either to ascertain the existence of or to examine such insurance policies or to advise Lessee in the event that such insurance coverage does not comply with the requirements hereof and such failure by Lessor does not constitute a waiver by Lessor of Lessor’s rights under the Lease. In the event Lessee fails to provide, maintain, or renew any policy of insurance required hereunder, Lessor may, at Lessor’s option, take out any such insurance in such amounts and types with such coverage and terms with such provider(s) as Lessor may deem satisfactory and any amounts paid by Lessor in connection therewith shall immediately become due and payable by Lessee to Lessor, together with interest at the overdue rate specified in Section 2.

12. DEFAULT: Any one or more of the following shall constitute a default by Lessee under the Lease (herein “Default”):

(a) failure by Lessee to pay any amounts due under a Lease within of ten (10) days after the due date thereof; or (b)(i) failure by Lessee to maintain any insurance required under the Lease (ii) Lessee or any Guarantor (each, an “Obligor”) becomes insolvent or makes an assignment for the benefit of its creditors (iii) a receiver, trustee, conservator or liquidator of any Obligor or all or a substantial part of any Obligor’s assets is appointed with or without the application or consent of such Obligor; or (iv) a petition is filed by or against any Obligor under any bankruptcy, insolvency, or similar law, or (c) Lessee fails to comply with any other provisions or perform any of its other obligations arising under a Lease or any other documents or agreements relating to a Lease, and such remains unremedied by Lessee for a period of twenty (20) days after receipt of written notice from Lessor; or (d) any representations or warranties made or given by Lessee in connection with a Lease or this Agreement, or any other document or agreement relating to a Lease or this Agreement, were false or misleading in any material respect when made; or (e) subjection of the Equipment to levy or execution or other judicial process which is not or cannot be removed within thirty (30) days from the subjection thereof, or the imposition of any unauthorized lien on or transfer of the Equipment by or through Lessee which remain un-remedied for thirty (30) days after notice; or (f) (i)Lessee defaults or an event of default occurs under any other agreement between Lessee and Lessor or any affiliate of Lessor, including without limitation, First National Bank of Pennsylvania or (ii) any Obligor defaults or an event of default occurs under any loan, lease, credit agreement, purchase

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agreement, or acquisition agreement between such Obligor and any other party which default or event of default entitles such other party to exercise remedies or (g) any Obligor shall (i) enter into any transaction of merger or consolidation, unless such Obligor shall be the surviving entity (such actions being referred to as an “Event”), unless the surviving entity is organized and existing under the laws of the United States or any state, and prior to such Event: (1) such person executes and delivers to Lessor (x) an agreement satisfactory to Lessor, in its reasonable discretion containing such person’s effective assumption, and its agreement to pay, perform, comply with and otherwise be liable for, in a due and punctual manner, all of Lessee’s obligations having previously arisen, or then or thereafter arising, under this Agreement, each Leasing Schedule entered into or to be entered into pursuant hereto, and any other documents or agreements relating to the Lease and (y) any and all other documents, agreements, instruments, certificates, opinions and filings reasonably requested by Lessor; and (2) Lessor is satisfied as to the creditworthiness of such person, and as to such person’s conformity with the other standard criteria then used by Lessor when approving transactions similar to the transactions contemplated by this Lease; (ii) cease to do business as a going concern, liquidate, or dissolve; or (iii) sell, transfer, or otherwise dispose of all or substantially all of its assets or property or (h) effective control of Lessee’s voting capital stock or membership interests, as applicable, issued and outstanding from time to time, is not retained by the present holders (unless Lessee shall have provided thirty (30) days’ prior written notice to Lessor of the proposed disposition and Lessor shall have consented thereto in writing); or (i) there occurs a default or anticipatory repudiation under any Guarantee provided relating to this Agreement or any Leasing Schedule or other document entered into in connection herewith; or (j) any person other than Lessor files a termination statement or an amendment for any financing statement filed pursuant to any applicable UCC by Lessor while any obligations are owed by Lessee under a Lease. A Default under any Lease, shall, at Lessor’s option, constitute a Default under all Leases and any other agreements between Lessor (or Lessor’s affiliates) and Lessee.

13. REMEDIES: (a) Upon the occurrence of any Default, Lessor may exercise any one or more of the following remedies (which remedies shall be cumulative, and may be exercised simultaneously, in each case to the extent permitted by law): (i) cancel or terminate the Lease and/or any unfunded commitments or proposals to Lessee, whether related to the Lease or otherwise; (ii) secure peaceable repossession and removal of the Equipment by Lessor or its agent without judicial process; (iii) demand and Lessee shall return the Equipment to Lessor in accordance with Section 16 hereof; (iv) sell, lease or otherwise dispose of the Equipment at public or private sale without advertisement or notice except that require by law, upon such terms and at such place as Lessor may deem advisable, and Lessor may be the purchaser at any such sale (if any such notice is required, Lessor and Lessee agree that ten (10) days’ notice shall be deemed to be commercially reasonable); (v) demand and Lessee shall pay all expenses in connection with the Equipment relating to its retaking, refurbishing, selling, leasing or the like; and (vi) exercise any other right or remedy which may be available to it under the UCC or any other applicable law. To the extent already secured by or pursuant to any other agreement between Lessee and Lessor or any affiliate of Lessor, including without limitation, First National Bank of Pennsylvania and to the greatest extent permissible by applicable law, Lessee hereby grants Lessor a security interest in all of Lessee’s Inventory, Chattel Paper, Accounts, Receivables, Payment Intangibles, Equipment and General Intangibles and Proceeds (as such terms are used or defined in the UCC) to secure the payment of all rents due and to become due and all other payment obligations due or to become due under this lease. Lessee hereby authorizes Lessor to file appropriate financing statements perfecting the security interests conveyed hereby. To the extent permitted by applicable law, Lessee waives all rights it may have to limit or modify any of Lessor’s rights and remedies hereunder, including but not limited to, any right of Lessee to require Lessor to dispose or marshal the Equipment or otherwise mitigate its damages hereunder. (b) Lessor may exercise the following remedy in addition to the remedies set forth in Section 13(a) above (which remedies shall be cumulative, and may be exercised simultaneously, in each case to the extent permitted by law): Lessor may declare all remaining Lease Payments for the balance of the Lease Term plus the Purchase Option Price, plus all past due and unpaid Lease Payments and all other amounts due and unpaid under the Lease (including late charges), immediately due and payable in full, whereupon such shall become immediately due and payable.

14. REPAYMENT OF OTHER AMOUNTS: Regardless of whether or not a Default shall have occurred or be continuing, Lessor shall have the right to terminate this Lease and collect all amounts due hereunder if Lessee repays

all of substantially all of the other amounts and obligations owed by Lessee to Lessor or any affiliate of Lessor, including First National Bank of Pennsylvania.

15. QUIET ENJOYMENT: So long as no Default exists, Lessor (and any assignee shall be deemed to have warranted that it) shall not interfere with Lessee’s quiet enjoyment of the Equipment.

16. RETURN OF EQUIPMENT; EXTENSION OF TERM: Upon the end of the Lease Term or any extension thereof (unless Lessee has purchased the Equipment pursuant to the terms of the Lease), or upon demand of Lessor pursuant to Section 13 hereof, Lessee, at its own risk and expense, shall immediately return the Equipment to Lessor, free of all liens and encumbrances created by or through Lessee, in compliance with all legal and regulatory requirements, de-installed and packed for shipment (by Supplier or a qualified service company) in accordance with manufacturer’s specifications, in the same condition and appearance as when received by Lessee (ordinary wear excepted) and in good working order and eligible for manufacturer’s maintenance (if available), along with original user manuals and documentation, freight prepaid and insured, to Lessor to such location as Lessor may require within the continental United States. Should Lessee fail to (x) provide Lessor, at least 180 days prior to the proposed return date, with written notice of its election to return the Equipment, or (y) return the Equipment to Lessor in the time and manner provided above, then the Lease Term shall be extended for successive 180 day periods until Lessee provides such notice and returns the Equipment to Lessor in accordance herewith, or Lessor terminates the Lease by ten (10) days written notice to Lessee. In the event the Lease is extended pursuant to the preceding sentence, the periodic Lease Payments and the Stipulated Loss Value (if any) in effect prior to the expiration of the Lease Term, and all other provisions of the Lease shall continue to apply.

17. GENERAL LESSEE REPRESENTATIONS, WARRANTIES AND COVENANTS: Lessee represents, warrants, and covenants to Lessor that as of the date hereof and as of the date of each Leasing Schedule and throughout each Lease Term: (a) it is duly organized, validly existing and in good standing under the laws of its state of organization; (b) that Lessee is duly authorized to transact business in each state in which Lessee transacts business, that Lessee has obtained all necessary licenses and approvals from each state in which Lessee is doing business (except where the failure to do so would not have a material adverse effect on Lessee, this Agreement, any Lease, or the Equipment); (c) the execution, delivery and performance by Lessee of this Agreement, the Lease and each other related instrument and document has not or will not violate any governmental statute or regulation, or conflict with or result in any breach, default or violation of the organizational documents of Lessee or any judgement, order or decree to which Lessee or its property, including, without limitation, the Equipment, is subject; (d) the execution, delivery and performance by Lessee of this Agreement, the Lease and all other related instruments and documents have been or, as of the date of execution of the relevant Leasing Schedule, will be duly authorized by all necessary organizational action; (e) Lessee shall furnish Lessor with (and cause any Guarantor to furnish) financial statements, certified and audited (if available), but in any case, prepared by a certified professional accountant licensed by the applicable jurisdiction together with copies of such federal and state tax returns as Lessor may reasonably request (i) annually within 120 days of Lessee’s fiscal year end and (ii) interim statements within 45 days of the end of Lessee’s fiscal quarter, unless Lessor otherwise agrees in writing; (f) all financial statements and other related financial information furnished by an Obligor shall be prepared in accordance with generally accepted accounting principles, consistently applied, and shall fairly present, in all material respects, such Obligor’s financial position and results of its operations as of the dates given on such statements; (g) there has been no material adverse change in the financial condition of any Obligor subsequent to the date of the most recent financial statements provided to Lessor; (h) this Agreement, each Lease and all other related instruments or documents are enforceable in accordance with their terms, shall be effective against all creditors of Lessee under applicable law, including fraudulent conveyance and bulk transfer laws, and shall raise no presumption of fraud; (i) all information set forth on any Leasing Schedule is true and complete and all information (taken as a whole) furnished by or on behalf of any Obligor in connection with any Lease, whether before or after the date of such Lease, is , and shall be, true and accurate in all material respects on the date such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information ( taken as a whole) not misleading in any material respect; (j) there are no pending or threatened actions or proceedings before any court, administrative agency or other dispute resolution forum that could have a material adverse effect on Lessee, the Lease

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or any other related instruments or documents or the transactions thereunder, unless such actions have been previously disclosed to Lessor and consented to in writing by Lessor; (k) the Lease does not evidence a consumer transaction and all Equipment is leased for business purposes only, and not for personal, family, or household purposes, and only for its normally intended purpose; (l) all Equipment is and shall at all times be and remain tangible personal property and shall not become a fixture or real property; (m) Lessee shall immediately notify Lessor in writing upon the occurrence of any event of which it has actual knowledge which, with the lapse of time or giving notice, would constitute a Default; (n) Lessee shall provide Lessor with written notice at least thirty (30) days prior to changing its legal name, address, identity, state of organization, organizational structure, organizational identification number (if applicable) or social security or taxpayer identification number (as applicable); (o) Lessee is not subject to any sanctions administered by the Office of Foreign Asset Control of the U.S. Treasury Department (“OFAC”) and will not use the proceeds of any Lease for the purpose of financing the activities of any person currently subject to any sanctions administered by OFAC and (p) Lessee shall comply with all further financial covenants and financial reporting requirements, if any, included in Section 20 hereof and with any additional Lessee representations, warranties, covenants or requirements contained in Section 21 hereof. Lessee shall promptly execute and deliver to Lessor such further documents and take such further action as Lessor may reasonably request in order to more effectively carry out the intent and purpose of the Lease.

18. NOTICES; CHANGES; FILINGS:

(a) All notices and communications hereunder shall be in writing and transmitted by hand, overnight courier, or certified mail (return receipt requested), US postage prepaid. Such notices and other communications shall be addressed to the respective party at its address above or at such other address as any party may, from time to time, designate by notice in accordance with this Section. Notices and other communications shall be effective from the earlier of receipt or three days after mailing if mailed in accordance with this Section18.

(b) Lessee authorizes Lessor to fill in descriptive material in any Lease (including serial numbers) and to correct any patent errors in any Lease.

(c) Lessee hereby authorizes Lessor to authenticate and file all UCC financing statements and amendments that in Lessor’s sole discretion are deemed necessary or advisable to secure or protect Lessor’s interest in the Equipment and/or the Lease in all applicable jurisdictions. Lessee hereby ratifies, to the extent permitted by law, all that Lessor shall lawfully and in good faith do or cause to be done by reason of and in compliance with this Section.

19. ASSIGNMENT: Lessor may assign or transfer all or any interest of Lessor in the Lease and/or the Equipment without notice to Lessee. UPON ASSIGNMENT, LESSEE AGREES TO PAY WITHOUT ABATEMENT, DEDUCTION OR SETOFF ALL AMOUNTS WHICH BECOME DUE UNDER A LEASE AND FURTHER AGREES THAT IT WILL NOT ASSERT AGAINST ASSIGNEE ANY DEFENSE, COUNTERCLAIM, RECOUPMENT CLAIM OR SETOFF WHICH LESSEE HAS OR MAY HAVE AT ANY TIME AGAINST LESSOR FOR ANY REASON WHATSOEVER. Lessee acknowledges that any assignment or transfer by Lessor shall not materially change Lessee’s duties or obligations under the Lease nor increase the burdens or risks imposed on Lessee. Lessee shall (if requested by Lessor) acknowledge in writing any assignments (including any material terms of the Lease) in a form supplied by Lessor and reasonably acceptable to Lessee. LESSEE SHALL NOT ASSIGN OR IN ANY WAY DISPOSE OF ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER THE LEASE OR ENTER INTO ANY SUBLEASE (OR ANY OTHER FORM OF TRANSFER) OF ALL OR ANY PART OF THE EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR.

20. COUNTERPARTS: This Agreement, and Lease, and any document related to any Lease may be executed in separate counterparts and by different parties on different pages, each of which when so executed and delivered shall be an original and all such counterparts being one and the same original. To the extent any document constitutes chattel paper under the UCC, no security interest therein may be created other than through the transfer or possession of the original counterpart, which shall be identified by Lessor.

21. LESSEE FINANCIAL REPORTING AND OTHER FINANCIAL COVENANTS: If this section is filled in, then in addition to, and without limitation of any representation, warranties or covenants made to Lessor in Section 17 above, Lessee hereby represents, warrants, and covenants to Lessor that: N/A

22. LESSEE ADDITIONAL COVENANTS OR TERMS: If this section is filled in, then in addition to, and without limitation of any representation, warranties or covenants made by Lessee to Lessor above, Lessee hereby represents, warrants and covenants to Lessor that: N/A

23. GOVERNING LAW: THIS AGREEMENT AND THE LEASE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF PENNSYLVANIA WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.

24. FORUM SELECTION; CONSENT TO SERVICE OF PROCESS: ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, THE LEASE, OR ANY DOCUMENT RELATED THERETO, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF PENNSYLVANIA SITTING IN LUZERNE COUNTY, OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF PENNSYLVANIA PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LESSOR FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION. EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF PENNSYLVANIA SITTING IN LUZERNE COUNTY, AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF PENNSYLVANIA FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS WITHIN OR WITHOUT THE STATE OF PENNSYLVANIA IN ACCORDANCE WITH THE TERMS OF SECTION 18.

25. WAIVER OF JURY TRIAL: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY WAIVE (a) ALL RIGHTS TO A JURY TRIAL IN ANY LITIGATION ARISING FROM OR RELATED TO IN ANY WAY TO THIS AGREEMENT, LEASE, OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND (b) ANY OBJECTION WHICH IT MAY NOR OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

26. AMENDMENTS, MODIFICATIONS AND WAIVERS: No waiver of any provision of the Lease shall be effective unless in writing, signed by the party to be charged, and no amendment, supplement or other modification of the Lease shall be effective unless in writing, signed by each of the parties to the Lease. No failure to exercise, no delay in exercising, and no single or partial exercise on the part of Lessor of any right, remedy, or power under the Lease, shall operate as a waiver thereof or preclude Lessor from exercising any other right, remedy or power under the Lease.

27. SAVINGS CLAUSE: Any provision of the Lease which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability, without invalidating the remaining provisions of the Lease.

28. COMPLETE AGREEMENT: This Agreement shall supersede any and all proposals or agreements previously made between the parties relating to the subject matter of this Agreement.

29. SOFTWARE: To the extent that any Leasing Schedule includes any software (together with all related documentation, corrections, updates, and revisions used in connection with the Equipment, “Software”), Lessee acknowledges that (i) all Software is furnished to Lessee under one or more separate software license agreements between Lessee and the supplier of such Software (each a “Software Supplier”) (each a “License Agreement”)

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governing Lessee’s rights thereto, (ii) the Lease does not convey any implicit or explicit license for use of Software or any other intellectual property and (iii) Lessor does not hold title to any Software and Lessee is or shall be the licensee of such Software under a License Agreement from a Software Supplier. Lessee shall not modify or otherwise alter any License Agreement unless such terms and conditions being modified relate solely to amounts owing to the Software Supplier which have not been financed under a Lease.

30. SURVIVAL: The representations, warranties, covenants, obligations and indemnities of Lessee under this Agreement and each Lease shall survive the termination or cancelation of this Agreement and such Lease to the extent require for their full observance and performance.

31. JOINT AND SEVERAL OBLIGATIONS: If more than one person or entity executes this Agreement or any Lease as “Lessee” the obligations of “Lessee” shall be deemed to be joint and several and all references to “Lessee” shall apply both individually and jointly.

32. NO USURY; APPLICATION OF PAYMENTS: It is the express intent of Lessor and Lessee not to violate any applicable usury laws or to exceed the maximum amount of time price differential or interest, as applicable, permitted to be charged or collected by applicable law and any such excess payment will be applied first to Lease Payments in inverse order of maturity and then to any other payment obligations of Lessee under the relevant Lease, and any remaining excess will be refunded to Lessee.

33. LESSOR MAY PERFORM FOR LESSEE; ENFORCEMENT AT LESSEE’S EXPENSE: If Lessee fails to perform any of its obligations, Lessor may (but shall not be obligated to) itself perform such obligations and Lessee shall, upon demand, reimburse Lessor for all reasonable costs and expenses incurred by Lessor in connection therewith, together with interest thereon at the lesser of eighteen percent or the maximum rate permitted by law. In the event that legal or other action is required to enforce Lessor’s rights under a Lease (including the exercise of remedies under Section 13 hereof), Lessee agrees to reimburse Lessor on demand for its reasonable attorneys’ fees and its other related costs and expenses (whether incurred prior to or after judgement). No such performance by Lessor shall be deemed a waiver of any rights or remedies of Lessor or be deemed to cure the default by Lessee.

34. ANTI TERRORISM. Lessee represents and warrants to Lessor, as of the date hereof, and as of the date of execution of each Leasing Schedule and the making of each advance of proceeds pursuant to a Lease, and at all times until all Leases have been terminated and all amounts thereunder have been indefeasibly paid in full, that: (i) no Covered Entity (A) is a Sanctioned Person; (B) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person; or (C) does business in or with, or derives any of its operating income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority; (ii) the proceeds of the Lease will not be used to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority; (iii) the funds used to repay the Lease are not derived

from any unlawful activity; and (iv) each Covered Entity is in compliance with, and no Covered Entity engages in any dealings or transactions prohibited by, any laws of the United States, including, but not limited to, any Anti-Terrorism Laws. Lessee covenants and agrees that it shall immediately notify Lessor in writing upon the occurrence of a Reportable Compliance Event. As used herein, “Anti-Terrorism Laws” means any laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering, or bribery, all as amended, supplemented or replaced from time to time; “Compliance Authority” means each and all of the (1) U.S. Treasury Department/Office of Foreign Assets Control, (2) U.S. Treasury Department/Financial Crimes Enforcement Network, (3) U.S. State Department/Directorate of Defense Trade Controls, (4) U.S. Commerce Department/Bureau of Industry and Security, (5) U.S. Internal Revenue Service, (6) U.S. Justice Department, and (7) U.S. Securities and Exchange Commission; “Covered Entity” means Lessee, its affiliates and subsidiaries, all guarantors, pledgors of collateral, all owners of the foregoing, and all brokers or other agents of Lessee acting in any capacity in connection with the Lease; “Reportable Compliance Event” means that any Covered Entity becomes a Sanctioned Person, or is indicted, arraigned, investigated or custodially detained, or receives an inquiry from regulatory or law enforcement officials, in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or self-discovers facts or circumstances implicating any aspect of its operations with the actual or possible violation of any Anti-Terrorism Law; “Sanctioned Country” means a country subject to a sanctions program maintained by any Compliance Authority; and “Sanctioned Person” means any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person or entity, or subject to any limitations or prohibitions (including, but not limited to, the blocking of property or rejection of transactions), under any order or directive of any Compliance Authority or otherwise subject to, or specially designated under, any sanctions program maintained by any Compliance Authority.

35. USA PATRIOT ACT NOTICE: To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each entity that opens an account. What this means: when Lessee opens an account, Lessor will ask for the business name, business address, taxpayer identifying number and other information that will allow Lessor to identify Lessee, such as organizational documents. For some businesses and organizations, Lessor may also need to ask for identifying information and documentation relating to certain individuals associated with the business or organization.

36. IMPORTANT INFORMATION ABOUT PHONE CALLS: By providing telephone number(s) to Lessor, now or at any later time, Lessee authorizes Lessor and its affiliates and designees to contact Lessee regarding Lessee’s account(s) with Lessor or its affiliates, whether such accounts are Lessee’s individual accounts or business accounts for which Lessee is a contact, at such numbers using any means, including but not limited to placing calls using an automated dialing system to cell, VoIP or other wireless phone number, or leaving prerecorded messages or sending text messages, even if charges may be incurred for the calls or text messages. Lessee consents that any phone call with Lessor may be monitored or recorded by Lessor.

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EQUIPMENT LEASE GUARANTY Lessor: Bank Capital Services LLC dba F.N.B. Equipment Finance 1853 Highway 315, Pittston, PA 18640 Master Lease No: 9999 and encompassing all Leasing Schedules from this date forward. Date of Lease: ____________________________

This Guaranty Agreement made and entered into this _______ day of ________________________, 2019 by SAMPLE T. CUSTOMER, III (hereinafter referred to collectively as “Guarantor”), in favor of Bank Capital Services LLC dba F.N.B. Equipment Finance (hereinafter referred to as “Lessor).

WHEREAS, it is contemplated that Lessor may enter into a lease and/or other related agreements (hereinafter collectively “Lease”) with Sample Documents dba Anything Incorporated (hereinafter collectively “Lessee”); and,

WHEREAS, Guarantor has an interest, financial or otherwise, in Lessee, and it is to the benefit of Guarantor that Lessor enter into the Lease with Lessee, and Guarantor has read the proposed Lease in full and finds the terms of said Lease acceptable, and in recognition that Lessor would be unwilling to enter into the Lease without the Guaranty hereinafter set forth, and in recognition of Lessor’s reliance upon the Guaranty in entering into the Lease;

NOW, THEREFORE, in order to induce Lessor to enter into the Lease, Guarantor, jointly and severally, unconditionally guaranties the faithful and full performance by Lessee of all terms and conditions of the Lease. In the event of default by Lessee, or failure to faithfully perform any of the terms or conditions required of Lessee under the Lease, or in the event of failure of Lessee to make any or all payments of money required of it under the Lease, Guarantor unconditionally promises to pay to Lessor, in lawful money of the United States, all sums at any time due and unpaid under the Lease, plus costs of collection, including reasonable attorney fees with or without trial, and upon appeal and review. The obligations of Guarantor hereunder are joint and several and are independent of the obligations of Lessee under the Lease, and a separate action or actions may be brought against Guarantor, whether action is brought against Lessee or whether Lessee be joined in any action or actions, the liability of Guarantor hereunder being primary. Guarantor hereby waives the benefit of any suretyship defenses affecting its liability hereunder or the enforcement hereof. Guarantor authorizes Lessor, without notice or demand, and without affecting Guarantor’s liability hereunder, from time to time to renew, extend, accelerate, or otherwise change the payment terms or other terms of the Lease or any part thereof. Lessor may, without notice, assign this Guaranty in whole or in part. Guarantor authorizes Lessor, its successors, assigns and potential assigns, to obtain a personal credit profile from a national credit agency for purposes of update, renewal or extension of this Guaranty and for reviewing or collecting upon this Guaranty. Guarantor hereby waives any right to require Lessor to: (a) proceed against Lessee; (b) proceed against or exhaust any security held by Lessor; or (c) pursue any other remedy in Lessor’s power. Guarantor waives any defense arising by reason of any defense of Lessee, or by reason of the cessation, from any cause whatsoever, of the liability of Lessee under the Lease. Guarantor waives any and all demands for performance, notices of nonperformance or default, and notices of cancellation or forfeiture. Lessor may apply all proceeds received from Lessee or others to such part of Lessee’s indebtedness as Lessor may deem appropriate without consulting Guarantor and without prejudice to or in any way limiting or lessening liability of Guarantor under this Guaranty. If Lessee is a corporation, the undersigned warrant and represent that they are stockholders, directors or officers and/or are financially or otherwise interested in Lessee, and, if married, their marital communities are so interested. This Guaranty shall not be affected or discharged by the death of the undersigned, but shall bind Guarantor’s heirs and personal representatives, and shall inure to the benefit of any successors or assigns of Lessor.

This Guaranty shall be considered to have been made in the Commonwealth of Pennsylvania of and shall be interpreted in accordance with the laws and regulations of the Commonwealth of Pennsylvania. Guarantor agrees to jurisdiction in the Commonwealth of Pennsylvania in any action, suit or proceeding regarding this Guaranty. In the event of any legal action with regard to this Lease, Lessee agrees that venue may be laid in Luzerne County, Pennsylvania. This instrument constitutes the entire agreement between Lessor and Guarantor. No oral or written representation not contained herein shall in any way affect this Guaranty, which shall not be modified except by the parties in writing. Waiver by Lessor of any provision hereof in one instance shall not constitute a waiver as to any other instance.

IMPORTANT: THIS AGREEMENT CREATES SPECIFIC LEGAL OBLIGATIONS. DO NOT SIGN IT UNTIL YOU HAVE FULLY READ IT. BY SIGNING YOU COMPLETELY AGREE TO ITS TERMS.

IN WITNESS WHEREOF, the undersigned Guarantor(s) has/have executed this Guaranty this _________ day of _________ , 2019.

Guarantor: SAMPLE T. CUSTOMER, III X 570-883-0881 Name (Signature)

Home Phone

123 ANYTOWN RD Somewhere, PA 18702 Home Address Witness (Sign and Print)

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Form Document Last Updated January 29, 2019

LEASING SCHEDULE #: FML1

LESSOR: Bank Capital Services LLC dba

F.N.B. Equipment Finance, a subsidiary of First National Bank of Pennsylvania

LESSEE: Sample Documents dba Anything Incorporated

1853 Highway 315 1234 Pennsylvania Avenue Pittston, PA 18640 Smalltown, PA 18640

LEASING SCHEDULE #FML1 (herein also referred to as the “Leasing Schedule” or “Lease”), to that certain Master Equipment Lease Agreement 9999 dated _______________________________________ (herein “Agreement”), between Lessor and Lessee. LEASE TYPE: TRAC FMV CONDITIONAL SALE The selection of a Lease Type does not modify, cancel or otherwise extinguish any provision of the Master Equipment Lease Agreement or the full integration of this Schedule into the Master Lease Agreement.

1. EQUIPMENT DESCRIPTION: (see Itemized Equipment Description)

2. TOTAL FINANCED AMOUNT: $

3. SUPPLIER:

4. LEASE TERM: [ ] months (plus any Interim Period, if applicable)

5. COMMENCEMENT DATE: The date of Equipment acceptance as set forth in a delivery and acceptance certificate, delivered to Lessor, in the form supplied by Lessor: _________________________________, ____________

6. NUMBER OF LEASE PAYMENTS:

7. LEASE PAYMENT: $ [ ] per Payment Period, [plus all applicable taxes/inclusive of sales tax]

8. PAYMENT PERIOD: [ ]

9. PAYMENTS & FEES DUE IN ARREARS a) [ ]LEASE PAYMENT(S) TOTALING $[ ] b) DOCUMENTATION FEE: $0.00

10. a) EQUIPMENT LOCATION: 1234 Pennsylvania Avenue, Smalltown, PA 18640

b) LESSEE’S JURISDICTION OF ORGANIZATION (state of incorporation): [ ]

11. INTERIM RENT: $______________________________________

12. PURCHASE: If this box is checked, then Lessee has the Purchase rights or obligations indicated below: OPTION A: Purchase Option, which Lessee may elect at any time at least 30 days before the expiration of the Lease Term (which election shall be irrevocable by Lessee once made) to exercise its Fair Market Value purchase option in accordance with paragraph 13 OPTION B: Lessee will purchase the Equipment at a Fixed Purchase at a Purchase Price of 0.00% of the Total Equipment Cost in accordance with paragraph 14. OPTION C: Purchase Option, which Lessee may elect at any time at least 30 days before the expiration of the Lease Term (which election shall be irrevocable by Lessee once made) to exercise a Nominal Fixed Purchase Option at a Purchase Option Price of $1.00 in accordance with paragraph 15. 13. OPTION A – FAIR MARKET VALUE FIXED PURCHASE OPTION: If Option A has been selected, provided no Default has occurred and is continuing and provided the Lease shall not have previously terminated, Lessee shall have the option to purchase on the day following the last day of such Lease Term (herein “Purchase Date”) all but not less than all of the Equipment subject to the Lease for its “Fair Market Value”. Fair Market Value shall mean the value of the Equipment (on an installed and operating basis) which would be obtained in an arm’s-length transaction between an informed and willing buyer-user (other than a Lessee currently in possession or a used equipment dealer) under no compulsion to buy, and an informed and willing seller under no compulsion to sell, and in such determination, costs of

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removal from the location of current use shall not be a deduction from such value. Fair Market Value shall be determined by Lessor in accordance with the preceding sentence, following consultation with Lessee. If Lessor and Lessee cannot agree, Fair Market Value shall be determined by a qualified independent equipment appraiser selected by Lessor and approved by Lessee, and Lessee shall pay the cost of appraisal. Provided Lessee has exercised its option to purchase, Lessee shall pay Lessor on the Purchase Date the purchase price in cash, together with all sales and other taxes or costs applicable to the transfer of the Equipment and any other amounts as may be due and owning under the Lease, whereupon Lessor shall transfer its interest in the Equipment to Lessee without recourse, on an AS-IS, WHERE-IS basis and without any warranty, express or implied from Lessor, other than the absence of any liens by or through Lessor, except those (if any) Lessee is obligated to discharge.

14. OPTION B – FIXED PURCHASE OBLIGATION: If Option B has been selected, provided no Default has occurred and is continuing and provided the Lease shall not have previously terminated, Lessee shall have the obligation, to purchase on the day following the last day of such Lease Term (herein “Purchase Date”) all but not less than all of the Equipment subject to the Lease for the amount specified in Option B herein. Lessee shall pay to Lessor on the Purchase Date the purchase price in cash, together with all sales and other taxes or costs applicable to the transfer of the Equipment and any other amounts as may be due and owing under the Lease, whereupon Lessor shall transfer its interest in the Equipment to Lessee without recourse, on an AS-IS, WHERE-IS basis and without any warranty, express or implied from Lessor, other than the absence of any liens by or through Lessor, except those (if any) Lessee is obligated to discharge.

15. OPTION C – NOMINAL FIXED PURCHASE OPTION: If Option C has been selected, provided no Default has occurred and is continuing and provided the Lease shall not have previously terminated, Lessee may purchase all but not less than all of the Equipment at the end of the (original) Lease Term for the nominal purchase price specified in Option C. Lessee shall pay to Lessor on the day following the last day of such Lease Term such purchase price together with all sales and other taxes applicable to the transfer of the Equipment and any other amounts as may be due and owning under the Lease, whereupon Lessor shall transfer its interest in the Equipment to Lessee without recourse, on an AS-IS, WHERE-IS basis and without any warranty, express or implied from Lessor, other than the absence of any liens by or through Lessor, except those liens (if any) Lessee is obligated to discharge.

16. TRAC LEASE: If the TRAC Lease Option above is selected, then the following terms and conditions shall also apply:

A) The Lease Payments shall include the above Rent plus sales/use tax if applicable.

B) Tax Benefits; Depreciable Life: Lessor has assumed a depreciable life of ____ years in computing the Lease Payments listed above.

C) Lessee represents, warrants, covenants AND CERTIFIES, UNDER PENALTY OF PERJURY, that during the term of this Schedule, the Equipment will constitute motor vehicles which will be used 100% of the time by Lessee in its trade or business or for the production of income. Lessor and Lessee agree that the estimated fair market value of the Equipment as of the expiration of the original term of this Schedule is 0.00% (the Fixed Purchase Option Price given in Paragraph 12 above). Provided no Event of Default has occurred, under the Lease, Lessee shall have the option, but not the obligation, to purchase all, and not less than all of the Equipment at the expiration of the original term of this Schedule at such price. Should Lessee elect to not purchase the Equipment, then Lessor and Lessee agree that Paragraph 16.F below shall apply.

D) LESSEE HEREBY ACKNOWLEDGES THAT LESSEE HAS BEEN ADVISED THAT, FOR FEDERAL INCOME TAX PURPOSES, LESSEE WILL NOT BE TREATED AS THE OWNER OF THE EQUIPMENT WHICH IS SUBJECT TO THIS SCHEDULE.

E) Lessee hereby represents and warrants that the provisions of this Schedule constitute a “terminal rental adjustment clause” and that this Schedule constitutes a “qualified motor vehicle agreement” as those terms are defined in Section 77019(h) of the Internal Revenue Code of 1986, as such has been amended, and agrees to indemnify Lessor for any loss, claims and damages arising from the inaccuracy in law or in fact of such representations and warranties. In the event of any law, Internal Revenue Service regulation, procedure, ruling or determination that the presence of this clause in this Schedule will prevent Lessor from obtaining any of the Tax Benefits as contemplated herein. Lessor and Lessee agree that this Terminal Rental Adjustment Clause shall be null and void from its inception.

F) During the ninety (90) day period preceding the last day of the Lease Term for any Equipment Lessee shall obtain bids for from prospective purchasers who will purchase such Equipment for cash on an “AS-IS, WHERE-IS” basis, without recourse or warranty and shall provide written evidence of such bids to Lessor. Lessor may also solicit bids, and shall advise Lessee in writing of any such bids received. No later than the last day of the Lease Term, Lessee shall upon receipt of instruction from Lessor deliver such Equipment to the bidder, if any, who shall have submitted the highest and best bid, and Lessor shall simultaneously therewith sell for cash on an “AS-IS WHERE-IS” basis and without recourse or warranty such Equipment to such bidder. Lessor’s obligation to sell (or cause to be sold) any Equipment is contingent upon the receipt of all amount payable to Lessor by Lessee. The total selling price realized from the sale of any Equipment shall be paid to Lessor. If the Net Proceeds of Sale of any such Equipment are less than the amount specified in Paragraph 16.C above, Lessee shall, on the last day of the relevant Lease Term pay to Lessor, in immediately available funds, an amount equal to such deficiency as an adjustment to the rent payable. If the Net Proceeds of Sale of any such Equipment are more than 0.00% of the acquisition cost of such item, Lessor shall, upon receipt of sale proceeds, pay to Lessee an amount equal to such excess as an adjustment to the rent payable. As used herein, the term “Net Proceeds of Sale” means, with respect to any Equipment sold by Lessor, the net amount of the proceeds of sale of such Equipment, after deducting from the gross proceeds of such sale (i) all sales taxes and other taxes (excluding income taxes on or measured by Lessor’s income) as may be applicable to the sale or transfer of such item (ii) all fees, costs and expenses of such sale incurred by Lessor, and (iii) any other amount for which, if not paid, would constitute a lien on such item. In the event no bids are received for Equipment during the ninety (90) day period before the end of the Lease Term, Lessee and Lessor agree, in view of the uncertainties of market conditions and the parties’ inability to predict the actual sale price of such Equipment the price for such Equipment shall be assumed to equal zero for purposes of this rental adjustment, and Lessee shall on the last day of the relevant Lease Term pay Lessor in cash an amount equal to 0.00% of the acquisition cost of such Equipment as an adjustment to the rent payable. In addition, Lessee shall promptly return such Equipment to Lessor upon the expiration of the Lease Term. Lessor shall then proceed to sell such Equipment to in a commercially reasonable manner and based on the actual Net Proceeds of Sale received the aforesaid rental adjustment shall be recomputed with respect to such item and made on such basis, without interest.

17. FMV LEASE: If the FMV Lease Option above is selected, then the following terms and conditions shall also apply:

A) It is the express intent of the parties that this Lease constitutes a true lease and not a sale of the Equipment. The filing of any UCC financing statements pursuant to this Lease is precautionary and shall not be deemed to have any effect on the characterization of this Lease. NOTWITHSTANDING THE FOREGOING, LESSOR HAS NOT MADE, AND HEREBY DISCLAIMS ANY ADVICE, REPRESENTATIONS, WARRANTIES AND COVENANTS, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO ANY LEGAL, ECONOMIC, ACCOUNTING, TAX OR OTHER EFFECTS OF THE LEASE AND THE TRANSACTION(S) CONTEMPLATED THEREBY, AND LESSEE HEREBY DISCLAIMS ANY RELIANCE ON ANY SUCH WARRANTIES, STATEMENTS OR REPRESENTATIONS MADE BY LESSOR WITH RESPECT THERETO.

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B) Notwithstanding the express intent of Lessor and Lessee that this agreement constitute a true lease and not a sale of the Equipment, should a court of competent jurisdiction determine that this agreement is not a true lease, but rather one intended as security, then solely in that event and for the expressly limited purposes thereof, Lessee shall be deemed to have hereby granted Lessor a security interest in the Equipment and all additions, substitutions and replacements thereto and therefor, and proceeds (cash and non-cash), including, without limitation, insurance proceeds thereof (but without power of sale), to secure the prompt payment and performance as and when due of all obligations and indebtedness of Lessee, now existing or hereafter created, to Lessee pursuant to this Lease or otherwise. In furtherance of the foregoing, Lessee shall execute and deliver to Lessor, to be filed at Lessee’s expense, Uniform Commercial Code financing statements, statements of amendment and statements of continuation as reasonably may be required by Lessor to perfect and maintain perfected such security interest.

C) Lessee acknowledges that Lessor has executed this Lease, and that the Rent payable by Lessee under this Lease has been computed, upon the assumptions that Lessor will be entitled to depreciation or cost recovery deductions, for Federal income tax purposes, and depreciation or cost recovery deductions for state income tax purposes (collectively, the “Tax Benefits”). Lessor has assumed a depreciable life of _____ years.

D) Lessee represents and warrants to Lessor that (I) Lessee shall not attempt to claim such Tax Benefits, and (ii) Lessee has not, and will not, at any time after such delivery throughout the Term of this Lease, take any position on any United States federal, state or local income tax return that is inconsistent with the Tax Benefits.

E) If, as a result of any act, omission or misrepresentation of Lessee, (i) the Tax Benefits are lost, disallowed, deferred, eliminated, reduced, recaptured, compromised or otherwise unavailable to Lessor, (ii) there shall be included in the gross income of Lessor for Federal, state or local income tax purposes any amount of on account of any addition, modification, substitution or improvement to or in respect of the Equipment made or paid for by Lessee, or (iii) there shall be included in Lessor’s gross income any amount in respect of Rent before such Rent has accrued under the terms of the Lease (any of the foregoing being hereinafter a “Tax Loss”), then, within thirty (30) days of Lessee’s receipt of written notice from Lessor that such a Tax Loss has occurred, Lessee shall pay to Lessor an amount which, after deduction therefrom of all taxes to be paid in respect of the receipt thereof, will enabled Lessor to receive the same net economic return that Lessor would have realized on this Lease had such tax Loss (together with any interest, penalties or additions to tax) not occurred. Notwithstanding anything to the contrary contained herein, Lessee shall not be responsible for, and Lessor shall not be entitled to a tax indemnification payment by Lessee on account of any Tax Loss arising as a result of the occurrence of any one or more of the following events: (1) any failure by lessor to properly or timely claim on its federal income tax return any Tax Benefits on the Equipment; or (2) any failure of Lessor to have sufficient taxable income to benefit from the Tax Benefits; or (3) any liability of Lessor for any alternative minimum taxes; or (4) the status of Lessor for purposes of federal income taxes; or (5) any voluntary sale, assignment, transfer, or other disposition of the Equipment by Less (other than as a result of an Event of Default); or (6) any tax election made or not made by Lessor relating to the Tax Benefits.

F) All of Lessor’s rights and privileges arising from the indemnities contained in this Lease will survive the expiration or other termination or cancellation of this Lease. Such indemnities are expressly made for the benefit of, and are enforceable by, Lessor and its successors and assigns.

18. CONDITIONAL SALE:

A) If the Conditional Sale Option above is elected, and no Event of Default has occurred, then Lessee shall be entitled to the depreciation and interest expense of the Equipment in accordance with applicable law. Lessor shall hold title to the Equipment until payment in full of all Lease Payments and other amounts due to Lessor under the Lease. It is the intention of Lessor and Lessee that this Lease be treated as a security agreement under the Uniform Commercial Code, and Lessee hereby grants to Lessor and its successor and assigns a security interest constituting a first lien on Lessee’s interest in the Equipment, all additions, attachments, alternations and accessories to the Equipment, all substitutions and replacement for the Equipment, and on any proceeds of any of the forgoing. Lessee hereby agrees to take all steps necessary (including to execute any additional documents on request) to establish and maintain Lessor’s perfected security interest in the Equipment.

B) Beginning on the Commencement Date, Lessee shall timely pay or cause to be paid all personal property taxes and all similar governmental charges that, at any time during the Lease Term, are imposed or levied upon or assessed against the Equipment, and/or any part thereof (collectively, “Personal Property Taxes”). Personal Property Taxes payable in any calendar or fiscal year that includes any period of time that is not within the Lease Term shall be pro-rated so that Lessee is only responsible for paying that portion of such Personal Property Taxes as is applicable to the Lease Term. Any invoices for Personal Property Taxes that are delivered to Lessor shall be promptly transmitted to Lessee for payment consistent with this paragraph. Any amounts not paid in accordance with this paragraph shall be a Default under Section 12 of this Agreement. Without limiting any of Lessor’s other rights under this Agreement, Lessee hereby indemnifies Lessor and its assigns from and against any and all claims losses, damages, penalties, actions, suits and liabilities (including negligence, tort, and strict liability) together with all reasonable legal costs and expenses incurred in connection therewith by Lessor relating to Lessee’s failure to timely pay in full any Personal Property Taxes.

19. AMENDMENTS TO MASTER EQUIPMENT LEASE AGREEMENT: For purposes of this Schedule, the terms of this Agreement are hereby amended and supplemented as follows:

20. STIPULATED LOSS VALUE: ☐For purposes of this Schedule, the Stipulated Loss Value is as attached as Schedule S hereto.

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Itemized Equipment Description

Equipment Description Serial Number 2015 Caterpillar ABC Excavator ABCDEF1

THE TERMS AND CONDITIONS OF THE FOREGOING OPTIONS AND OTHER IMPORTANT PROVISIONSARE SET FORTH IN THIS LEASING SCHEDULE AND IN THE MASTER EQUIPMENT LEASE AGREEMENT. IN THE EVENT THAT THE TERMS OF THIS LEASING SCHEDULE DIFFER FROM THOSE CONTAINED IN THE MASTER EQUIPMENT LEASE AGREEMENT, THE TERMS OF THIS LEASING SCHEDULE SHALL PREVAIL

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IN WITNESS WHEREOF, the parties hereto have duly executed the Lease as of the dates set forth below. For all purposes hereof, the date of the Lease shall be the date of Lessor’s acceptance as set forth below. LESSEE ACKNOWLEDGES THAT NEITHER LESSOR NOR THE SUPPLIER IS AN AGENT OR REPRESENTATIVE OF THE OTHER AND NEITHER HAS AUTHORITY TO BIND THE OTHER. LESSEE ALSO ACKNOWLEDGES THAT LESSOR SHALL HAVE UP TO TEN (10) DAYS FOLLOWING THE COMMENCEMENT DATE LISTED HEREIN TO PROVIDE LESSEE WITH A MODIFIED LEASING SCHEDULE TO REFLECT ANY FACTUAL, CLERICAL OR OTHER ERRORS OR TO CORRECTLY REFLECT ANY CHANGES IN RATES BETWEEN THE PREPARATION OF THIS LEASING SCHEDULE FOR EXECUTION BY LESSEE AND THE COMMENCEMENT DATE. ACCEPTED BY:

LESSOR: Bank Capital Services LLC dba F.N.B. Equipment Finance, a subsidiary of First National Bank of Pennsylvania

BY: Charles Jones, Vice President DATE:

BY EXECUTION HEREOF, THE SIGNER CERTIFIES THAT (S)HE HAS READ THE ENTIRE LEASE, THAT NEITHER LESSOR NOR ITS REPRESENTATIVES HAVE MADE ANY AGREEMENTS OR REPRESENTATIONS EXCEPT AS EXPRESSLY SET FORTH HEREIN, OR IN THIS AGREEMENT, AND THAT (S)HE IS DULY AUTHORIZED TO EXECUTE THE LEASE ON BEHALF OF LESSEE.

LESSEE: Sample Documents dba Anything Incorporated

BY: Print Name & Sign Title DATE:

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Version: 04-2019

Page 1 of 13

Exhibit D-1

PC ___________

SUBLEASE This Sublease (“Sublease”), dated _______________________, 20__, is by and between DB Real Estate Assets I LLC [or DB Real Estate Assets II LLC] (“we”, “us” or “our”) and _______________________________ _______________________________ (“you” or “your”). Defined Terms The terms used in this Sublease have the following meanings: 1.1 Our Notice Address: c/o Dunkin’ Brands, Inc., as Manager, 130 Royall Street, Canton, Massachusetts

02021, Attention: Manager, Corporate Real Estate 1.2 Our Rent Payment Address: P.O. Box 2965 Carol Stream, IL 60132-2965 1.3 Your Notice Address: ______________________________________________________________ 1.4 Premises (address): ______________________________________________, together with all rights,

easements, and appurtenances in and to such Premises and also subject to any easements, declarations, covenants or restrictions, as more particularly described in Exhibit A attached hereto.

1.5 Term Commencement Date: If the Premises is a newly branded restaurant, the Term Commencement Date

will be the date the Premises is substantially completed. “Substantially completed” means that we have delivered possession of the Premises to you ready for normal operation or, if you are installing equipment, we have delivered the Premises to you ready for your installation of that equipment. If the Premises is an existing branded restaurant, the Term Commencement Date will be the date first listed above.

1.6 Term: The Term begins on the Term Commencement Date and [runs for ____ years and ____ months] or

[shall expire on ____________________] (provided that it will end fifteen (15) days before the expiration or any earlier termination of the Prime Lease).

1.7 Fixed Rent Commencement Date: The earlier of five (5) days after the Term Commencement Date or the day

the Premises opens for business [or the Term Commencement Date]. 1.8 Fixed Rent:

Beginning Ending Annually Monthly* Fixed Rent Commencement Date to ____________ $_______.__ $_______.__ ___________________ to _______________ $_______.__ $_______.__ ___________________ to _______________ $_______.__ $_______.__ ___________________ to _______________ $_______.__ $_______.__

*If this is a Sublease for a Baskin-Robbins restaurant (and not a Dunkin’ /Baskin-Robbins combo restaurant),

in addition to the Monthly Fixed Rent listed above, you will also pay us a One Hundred and 00/100 Dollars ($100.00) per month administration fee.

1.9 Percentage Rent Rate: __________ percent (____%). 1.10 Additional Rent: All of your monetary obligations not already described as Fixed Rent or Percentage Rent are

Additional Rent. Additional Rent includes Taxes, charges for water, gas, electricity and other utilities furnished to the Premises, common area charges, merchant association dues, promotion fund fees and advertising fees. If you default in the payment of Additional Rent, we will have the same remedies as we have for default related to the payment of Fixed Rent and Percentage Rent.

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Page 2 of 13

1.11 Sublease Month: The period beginning on the Sunday immediately following the last Saturday of any calendar month and ending on the last Saturday of the next calendar month.

1.12 Sublease Year: Successive periods of fifty-two (52) consecutive weeks beginning on the first Sunday the

Premises is open for business (or on the next succeeding business day if the Premises is not open on Sunday).

1.13 Gross Sales: All revenue related to the sale of approved products and services through the operation of the

Premises, but does not include money received for the sale of stored value cards and deposited into a central account maintained for the benefit of the Franchisor system(s); taxes collected from customers on behalf of a governmental body; or the sale of approved products to another entity franchised or licensed by us for subsequent resale. All sales are considered to have been made at the time the product is delivered to the purchaser, regardless of timing or form of payment. Revenues lost due to employee theft are not deductible from Gross Sales. Sales made to approved wholesale accounts are included in Gross Sales for purposes of calculating the Percentage Rent.

1.14 Taxes: All (i) real estate taxes and other taxes related to the Premises and (ii) local, state and federal taxes,

including sales taxes, use taxes, leasing or rental taxes, excise taxes or other taxes which may be assessed upon (a) the leasing, use or occupancy of the Premises; (b) the rent or other receipts derived from the Premises; (c) the leasehold improvements and/or personal property on or in the Premises; or (d) upon the business conducted on the Premises; and (iii) taxes that we pay pursuant to the Prime Lease.

1.15 Security Deposit: ______________________________ and __/100 Dollars ($_________.__) 1.16 Prime Lease: The lease dated _____________________, 20____ by and between ___________________

_______________________ (“Prime Lessor”), as landlord, and us, as tenant, attached hereto as Exhibit A. 1.17 Franchisor: Dunkin’ Donuts Franchising LLC and/or Baskin-Robbins Franchising LLC, as defined in the

Franchise Agreement. 1.18 Franchise Agreement: The Franchise Agreement for the Premises between Franchisor and you. 1.19 Hazardous Substance: Any petroleum, asbestos or other material, substance or waste that is recognized as

being hazardous or dangerous to health or the environment by any federal, state or local authority having jurisdiction.

1.20 Estimated Total Cost: The amount of money that we estimate we will spend to develop the Premises including

all land and contract costs, site improvement costs, leasehold improvement costs, building construction costs, architectural, engineering and legal expenses (including the cost of title insurance, opinions, closing and permit costs), amounts related to pre-opening rent and taxes, amounts spent related to financing and interest costs incurred during the development of the Premises, internal costs allocated to the Premises, and other reasonable costs related to the Premises that we expect to incur.

1.21 Actual Total Cost: The amount of money that we actually spend to develop the Premises including the costs

listed in Section 1.20. Fixed Rent, Percentage Rent, Additional Rent and Security Deposit 2.1 Fixed Rent:

(i) Beginning on the Fixed Rent Commencement Date, you will pay us Fixed Rent in equal monthly installments in advance on the fifteenth (15th) day of the month immediately before the month for which such Fixed Rent is due (prorated for partial months). (ii) When you execute this Sublease, you will pay us the first (1st) full month’s Fixed Rent and the Security Deposit. [use one of the following two paragraphs (or a modified version of either) if we intend to include recovery of development costs in the Fixed Rent figure – be certain to delete this italicized paragraph and the paragraph below that is not used (or both paragraphs if we do not intend to adjust Fixed Rent by our costs of development)]

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Page 3 of 13

(iii) Since Fixed Rent was based upon an Estimated Total Cost of ______________________ and 00/100 Dollars ($____________.__), as soon as the Premises is substantially completed, we will notify you of the Actual Total Cost and Fixed Rent will be increased or decreased by an amount equal to _________ percent of the difference between Actual Total Cost and Estimated Total Cost. You will pay us any retroactive payment due under this paragraph no later than thirty (30) days after the date of our notice (at our option, we may apply any refund due to receivables that you owe us). (iii) As soon as the Premises is substantially completed, we will notify you of the Actual Total Cost. You will pay us: (a) ninety percent of the Estimated Total Cost on or before we deliver possession of the Premises to you; and (b) the difference between the sum paid in Section 2.1(iii)(a) and the Actual Total Cost within ten (10) days of your receipt of our demand for payment.

2.2 Percentage Rent:

(i) Beginning on the Fixed Rent Commencement Date you agree to pay us, for each Sublease Year, an amount equal to the amount by which Gross Sales multiplied by the Percentage Rent Rate exceeds the amount of Fixed Rent paid or payable during such Sublease Year. In anticipation of Percentage Rent payable by you under the terms of this Paragraph 2.2, within fifteen (15) days of the close of each Sublease Month, you will pay us Percentage Rent equal to the amount by which Gross Sales multiplied by the Percentage Rent Rate exceeds the amount of Fixed Rent paid or payable during such Sublease Month. (ii) You agree to provide to us, within fifty (50) days following each Sublease Year, a statement of Gross Sales (certified by an independent public accountant who we find acceptable) for such Sublease Year. If Gross Sales exceed amounts that you previously reported to us, you will pay all Percentage Rent then due at the same time you furnish such statement. Once we receive the certified statement of Gross Sales, if Gross Sales are less than amounts that you previously reported to us, we will refund to you any overpayment unless you have outstanding obligations to us, in which case we reserve the right to apply any toward those obligations. Our representatives will have the right to inspect your original books and records at reasonable times and if our inspection shows that the Gross Sales you reported are less than the Gross Sales shown by our inspection, you will immediately pay us the difference (based upon actual Gross Sales). We’ll pay for the inspection unless (a) it results from your failure to prepare, deliver or preserve books or records as required by this Sublease or (b) we discover that the Gross Sales that you reported are less than what we determined by three percent (3%) (or more). If either (a) or (b) is true, then you will reimburse us for all expenses related to our inspection as well as interest on any unpaid amounts. Such payments will be without prejudice to any other remedies we may have under this Sublease or the Franchise Agreement, including the right to terminate this Sublease, without opportunity to cure, in the case of intentional underreporting of Gross Sales. (iii) You will keep all books and records that are required under the Franchise Agreement and as we may from time to time require. You will keep these books and records for the Term of this Sublease plus three (3) years. You also agree to keep such books and records that we are required to keep, as tenant, under the Prime Lease (in the manner prescribed by the Prime Lease). (iv) If the annual Percentage Rent that you pay to us is less than the annual percentage rent that we pay to Prime Lessor, you agree to pay us the amount that is the difference between the two. (v) In the event this Sublease is terminated or assigned with our consent prior to the end of any Sublease Year, Fixed Rent and Percentage Rent shall be apportioned at the date of termination or assignment.

2.3 Additional Rent: Beginning on the Fixed Rent Commencement Date, you agree to pay us each month one-twelfth of the estimated yearly total of all charges and amounts that we pay under the Prime Lease, including, without limitation, all Taxes, common area maintenance charges, merchants association dues, promotion fund fees and advertising fees. At the end of each Sublease Year, if you overpaid, we will pay you the refund due you and, if you underpaid, you will pay us any amounts due. If we determine that there is a deficiency in the balance of the deposits we hold related to Additional Rent, you will pay us the amount of such deficiency.

2.4 Security Deposit: If you default under this Sublease, we may apply the Security Deposit to the amount due to us. If the Security Deposit has been depleted for any reason, you will replace the funds within ten (10) days of our request. The Security Deposit can be commingled with our other funds, without liability for interest. If you comply with all of the terms of this Sublease, the Security Deposit, less any amounts that you owe us, will be returned to you after you vacate the Premises. Our application of the Security Deposit in no way limits any claims that we may have against you.

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2.5 Method of Payment: You will mail all payments to us at our Rent Payment Address or, at our option, by electronic fund transfer (“EFT”). You will provide authorization and bank account data necessary to set up EFT.

Purpose and Use 3.1 You may use the Premises only for the operation of a Dunkin’ and/or Baskin-Robbins restaurant in accordance

with the terms and conditions of the Franchise Agreement. Our Covenants 4.1 We control the Premises pursuant to the Prime Lease and have full legal right to enter into this Sublease; 4.2 We will, if required by the terms of this Sublease, substantially complete, or cause to be substantially

completed, the work at the Premises in accordance with our plans and specifications; 4.3 We will assign to you all warranties and guarantees that we obtain from our contractors, suppliers and others

(if any) used in the construction and development of the Premises; and 4.4 We will not disturb your possession and quiet enjoyment of the Premises as long as you are not in default. Your Covenants 5.1 You agree to timely pay all sums due under this Sublease; 5.2 You agree to pay all Taxes pertaining to your property; 5.3 You agree, at your sole expense and before entering the Premises, to obtain and thereafter maintain

insurance policies protecting you and us and our directors and employees against any loss, liability or expense whatsoever from (without limitation) fire, personal injury, theft, death, property damage or otherwise arising or occurring upon or in connection with the Premises or by reason of your operation or occupancy of the Premises. These policies must include comprehensive general liability insurance, including, but not limited to, product and contractual liability coverage, with a single limit of $2,000,000.00 or such higher limit that we, in our sole discretion, may from time to time require, for bodily injury and property damage combined, all risk property damage insurance, including flood and earthquake protection, for the full replacement cost value of the Premises, plate glass insurance and boiler insurance, if applicable, and such statutory insurance as may be required in the state in which the Premises is located. All of these insurance policies will: (i) be written in the names of you, us and any other party that we direct, as our respective interests may appear; (ii) be written by insurance companies acceptable to us; (iii) contain provisions denying to the insurer acquisition by subrogation of rights of recovery against any party named; (iv) contain a provision that cancellation or alteration cannot be made without at least thirty (30) days’ written notice to every party named; (v) not be limited in any way by reason of any insurance that we may maintain; and (vi) contain a standard mortgage clause naming the holder of any mortgage, deed of trust or any other security agreement as a named insured;

5.4 You agree to give us duplicate originals of all insurance policies, including renewal and replacement policies,

together with evidence that the premiums have been paid. If you fail to comply with this Section 5.4, we may elect to obtain such insurance and keep the same in effect and, if we do, you will pay us, as Additional Rent upon demand, the cost of the premiums for that insurance. You will also comply with any additional insurance requirements set forth in the Prime Lease;

5.5 You agree to comply promptly with all applicable laws, rules, regulations, ordinances, requirements and orders

of public authorities, the Board of Fire Underwriters and similar organizations;

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5.6 You agree to indemnify and save us and any other party claiming an interest in the Premises harmless from

and against any and all injury, loss, claim or damage or liability to any person or property while on the Premises;

5.7 You agree to put and maintain the Premises in good repair and first-class order and condition during the Term

of this Sublease. This obligation to put and maintain includes the land, building, signs, poles, parking lot, walkways, landscaping, foundations, walls, roofs, roof covering, gutters, downspouts, glass, pipes, wires, septic or sewer systems, grease traps, plumbing, utility systems, equipment (including heating, ventilation and air conditioning), both interior and exterior, structural and non-structural, ordinary and extraordinary. This obligation to put and maintain is yours regardless of how the necessity for such maintenance, repairs or replacements shall occur. All of your obligations under this Section shall be at your sole cost and expense and made in compliance with the Franchise Agreement and with all applicable laws, ordinances, governmental rules and regulations and the requirements of any insurer of the Premises. You are also responsible for making all repairs, replacements, alterations and/or capital improvements to the Premises as may be required by any law, rule, regulation or order of any federal, state or municipal government having jurisdiction over the Premises. We have no responsibility or liability for repairs, maintenance or replacements to the Premises.

5.8 You agree that you are solely responsible for compliance with the Americans with Disabilities Act (“ADA”) and

all other federal, state and local laws concerning accessibility for, and the civil rights of, persons with disabilities with respect to the Premises and to the operation of your business at the Premises. We have no responsibility or liability for removal of any barriers or for any other alterations to the Premises that may be necessary to make the Premises accessible to and usable by persons with disabilities and you agree to indemnify, defend and hold us harmless from and against any and all liability, claims, suits, actions, losses, injury, damage, civil penalties, costs or expenses, including attorneys’ fees and costs, relating to or arising out of any alleged violation of the ADA or any other federal, state or local laws concerning accessibility for, and the civil rights of, persons with disabilities related to the Premises;

5.9 You agree to make no material alteration, addition, replacement or improvement in, on or to the Premises

(interior or exterior) without our prior written consent; 5.10 You agree to continuously use the Premises for the Permitted Use with the Premises fully stocked and staffed

so as to maximize the amount of Gross Sales; 5.11 You agree to give written notice of any default by us under the terms of this Sublease to any mortgagee or

assignee of any interest, or holder of any security interest, in any portion of this Sublease or the Premises. If such default would allow you to cancel or terminate this Sublease, you agree to give written notice of any intended cancellation or termination to any such mortgagee, assignee or holder and allow such mortgagee, assignee, or holder thirty (30) days to cure the default or agree to perform all of the covenants of ours under this Sublease, and in either event this Sublease will continue in full force and effect;

5.12 You agree at the expiration of the Term, to remove your personal property and to peaceably vacate the

Premises in as good repair and condition as the same are in at the Initial Term Commencement Date or may be put in thereafter except for reasonable wear and use, and to comply with any provisions of the Prime Lease regarding the condition in which the Premises must be surrendered at the expiration of the term of the Prime Lease;

5.13 You agree, if you believe that the Premises needs repair or replacement of any kind, to exert any claim directly

against the contractor(s) who performed the work and not against us. If you make a claim(s) against the contractor(s), we will cooperate with you and you agree to reimburse us for any expense that we incur in cooperating with you. You also agree that we will not be liable or responsible in any manner whatsoever for any delay(s) in the completion of the construction of the Premises, that we are not to be held responsible or liable in any manner whatsoever for any latent construction or other defects in the Premises and that the Fixed Rent, Percentage Rent and Additional Rent payable under this Sublease are not to be diminished or abated related to the same.

5.14 You agree to promptly discharge or bond any obligations or liens arising from any construction, maintenance

or repair work performed by you, your contractors, subcontractors or agents; 5.15 You agree, upon our request, to execute, acknowledge and deliver appropriate recordable instruments giving

notice of this Sublease and the Initial Term Commencement Date and any other documents which may be required to facilitate any financing of the Premises; and

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5.16 You agree that this Sublease is subordinate to any mortgage, deed of trust, sale, sale and leaseback, or any

other security arrangement or interest made with or given to any bank, insurance company, finance company, other lender or purchaser covering the Premises. Subordination will not disturb your possession and quiet enjoyment of the Premises as long as you are not in default under this Sublease. You designate us as your agent to execute any document necessary to complete such subordination. In the event our interest in the Premises is transferred to and owned by any other person (i) by reason of a foreclosure or other proceedings brought in respect to any mortgage, deed of trust or security instrument affecting the Premises, (ii) by a deed in lieu of foreclosure, or (iii) by any other manner, you agree to recognize such other person under all of the terms, covenants and conditions of this Sublease and you agree that such other person shall not be liable for any action or omission of any prior party, including us. For the benefit of any mortgagee that may hereafter have an interest in the Premises, you agree that the Fixed Rent, Percentage Rent and Additional Rent that you are required to pay under this Sublease will not be paid more than thirty (30) days in advance and that no amendment of this Sublease or waiver or modification of the terms of this Sublease will become effective without prior written consent of the mortgagee, provided that such consent is required under the indenture of mortgage.

Assignment and Subletting 6.1 We may assign any interest in this Sublease at any time, provided it does not disturb your possession and

quiet enjoyment of the Premises. We have the right to assign our interest in the Prime Lease to you. If we elect to assign our interest in the Prime Lease to you, you agree to execute and deliver an assignment and assumption agreement by which you assume all of our remaining obligations under the Prime Lease.

6.2 You may not assign, transfer, mortgage or otherwise encumber this Sublease, or any interest in this Sublease,

or sublet or permit the Premises or any part of it to be used by others, without obtaining our prior written consent in each instance. Any act or document that supposedly accomplishes any of the foregoing and that does not have our prior written consent, is null and void. If we consent to assignment of this Sublease, you agree to remain liable throughout the balance of the Term for the payment of Fixed Rent, Percentage Rent and Additional Rent and for the performance of all terms, covenants and conditions of yours under this Sublease.

6.3 If you are a corporation, the transfer of a majority of the issued and outstanding capital stock of such

corporation, or if you are a partnership, the transfer of a majority of the total interest in such partnership, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, is considered an assignment of this Sublease.

Fire and Casualty 7.1 If the Premises is damaged by fire or casualty, unless Prime Lessor is required to restore the Premises, you

will proceed in a commercially reasonable manner after receiving your insurance proceeds, to restore the Premises to substantially the same condition as prior to the damage. You agree that, if the cost of the restoration exceeds the amount of the insurance recovery, you will pay us for such additional cost prior to restoration. There will be no abatement in Fixed Rent, Percentage Rent and/or Additional Rent while the Premises is being restored. You shall keep in full force and effect adequate “Business Interruption Insurance” insuring the operation of your business in the Premises against loss or damage by fire or casualty. If, during the last three (3) years of the Term, the Premises is damaged by fire or casualty and such damage is more than fifty percent (50%) of the full insurable value of the Premises, we may elect, by notice to you within sixty (60) days of occurrence of the damage, not to restore the Premises and terminate this Sublease.

7.2 If the Prime Lessor elects to terminate the Prime Lease because the Premises or any building or shopping

center of which the Premises are a part is damaged by fire or casualty, this Sublease shall terminate on the same date the Prime Lease is terminated.

Eminent Domain 8.1 If all or a part of the Premises is taken by eminent domain, you may terminate this Sublease if the taking is

such that you would be materially prevented from conducting your business as previously conducted. You must make your election to terminate in writing to us within thirty (30) days of the taking. You assign to us all of your right, title and interest in and to any condemnation award payable to you by the condemning authority as damages for the complete or partial taking of the estate vested in you by this Sublease. All other damages arising out of a complete or partial taking of the Premises that you sustain and to which you are legally entitled

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shall be paid to you. Your right to terminate this Sublease pursuant to this Section 8.1 is conditioned on our having a like right to terminate the Prime Lease and any notice that you give to us informing us of your election to terminate this Sublease must be given such that we have sufficient time to exercise our right to terminate the Prime Lease. If Prime Lessor elects to terminate the Prime Lease due to any taking of the Premises, or any part thereof, or a taking of any portion of the building, shopping center or land of which the Premises are a part, then this Sublease shall terminate as of the date of termination of the Prime Lease.

Default and Remedies 9.1 If you become insolvent or make an assignment for the benefit of creditors, or if you file a petition in

bankruptcy, or such a petition is filed against and consented to by you, or is not dismissed within thirty (30) days, or if you are adjudicated a bankrupt, or if a bill in equity or other proceeding for the appointment of a receiver of you or other custodian for your business or assets is filed and consented to by you and is not dismissed within thirty (30) days, or a receiver or other custodian is appointed, or if proceedings for composition with creditors under any state or federal law should be instituted by or against you, or if your real or personal property shall be sold after levy thereupon by any sheriff, marshal, or constable, we have the right to immediately terminate this Sublease and all of your rights contained in this Sublease without any need for notice to you.

9.2 If you do not make any payment required by this Sublease on the date such payment is due and that default is

not cured within ten (10) days of your receipt of written notice from us, then, in addition to all other remedies at law or in equity, we may immediately terminate this Sublease. If we give you two (2) separate default notices related to your nonpayment of Fixed Rent, Percentage Rent or Additional Rent in any Sublease Year, for the remainder of the Term, we do not have to give you any further written notice of such default(s) before terminating this Sublease. Termination of this Sublease shall become effective immediately upon the date you receive our written notice of termination.

9.3 If you do not carry out any of your other obligations under this Sublease, or under any equipment agreement,

promissory note, conditional sales contract or other contract materially affecting the Premises and to which you are a party or by which you are bound and such default is not cured within thirty (30) days after your receipt of written notice from us, then, in addition to all other remedies at law or in equity, we may immediately terminate this Sublease. If you shall default in any of your obligations hereunder other than rent, we may, after expiration of the appropriate cure period, elect to cure the default at your expense. Any sums expended by us to cure a default of you shall be deemed to be additional rent due and payable at the time of the next scheduled rental payment under this Sublease, after written demand by us.

9.4 If you fail to timely make any required payments under this Sublease, you will pay us (i) interest on the unpaid

amounts at eighteen percent (18%) per year (or the highest rate allowed under applicable law, whichever is less) in addition to the unpaid amounts, and (ii) all expenses that we incur, including reasonable attorneys' fees, court costs and fees of agents and others that we may retain to enforce your obligations under this Sublease whether or not a suit is commenced, and (iii) attorneys' fees and court costs that we incur in any litigation, negotiation or transaction in which you cause us to be involved.

9.5 If we terminate this Sublease for a default under this Section 9, then (i) we may enter and repossess the

Premises and expel you and those claiming under you, without being guilty of trespass, and without prejudice to any remedies that might otherwise be available for the event of default in question and (ii) you agree to indemnify us against all loss or damage suffered by reason of the termination, including loss of rentals which would have otherwise been payable under this Sublease for the balance of the Term had such termination not occurred as well as all costs of reletting the Premises.

9.6 No right or remedy of ours under this Sublease is exclusive of any other right or remedy available to us under

this Sublease, at law or in equity. Each right or remedy is cumulative of every other right or remedy given hereunder.

Security Interest 10.1 As security for your performance of all obligations under this Sublease, you grant us a lien on all of your

property now or later located on the Premises. If you abandon or vacate the Premises or any substantial part of it or fail to timely cure any default, we may enter the Premises, by force if necessary, and take possession of all or any part of your property, moveable or immovable, and may sell all or any part of such property at a public or private sale (without notice if permitted by law) to the highest bidder for cash, and may convey and

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deliver, on your behalf, all of your title and interest in the property sold to the highest bidder. The proceeds of that sale will be applied first toward the cost of the sale and then toward the payment of all sums that you owe us.

10.2 To permit you to finance the purchase of equipment to be placed upon the Premises, we subordinate any and

all of our rights pursuant to the lien you grant to us in Section 10.1 to the lien granted by you to any third party in connection with the original purchase of equipment, at the time such equipment is first placed upon the Premises.

Hazardous Substances 11.1 You covenant and agree that you will not generate, store, handle or dispose of any Hazardous Substance in or

upon the Premises. If any substance used in your business is designated as a Hazardous Substance, you will discontinue use of such substance(s) on the Premises or, if it is not practicable for you to discontinue such use, continue use only in a manner consistent with all standards and regulations for the safe generation, use, storage and disposal of such Hazardous Substance(s) promulgated by all governmental agencies having jurisdiction. You agree to indemnify and hold us harmless from and against any and all demands, claims, enforcement actions, costs and expenses, including reasonable attorney’s fees, arising out of a breach of this Section 11 by you, your employees, agents and contractors.

Sublease Subject to Prime Lease 12.1 This Sublease is being granted by virtue of our rights under the Prime Lease, a copy of which is attached as

Exhibit A. This Sublease and all rights of the parties are subject and subordinate to the Prime Lease. Each party to this Sublease agrees that it will not, by its act or omission, cause a default under the Prime Lease. The parties agree that it is not practical in this Sublease to list all the rights and obligations of the parties under the Prime Lease or to allocate those rights and obligations in this Sublease. The parties therefore agree as follows:

(i) Except as otherwise specifically provided herein, you (a) will perform all of our affirmative covenants and obligations under the Prime Lease at least five (5) days prior to the date on which our performance is required under the Prime Lease, and (b) not perform any act prohibited of us by the negative covenants of the Prime Lease; (ii) We retain all benefits of ours, as tenant, under the Prime Lease unless we have expressly granted them to you under this Sublease (by way of example, but not limitation, we retain any options to extend the term of the Prime Lease, or to purchase the premises demised under the Prime Lease, and such options may not be exercised by you under any circumstances); (iii) We have no duty to perform any obligations of Prime Lessor under the Prime Lease and we have no responsibility and are not liable to you for any default, failure or delay on the part of Prime Lessor in performing or observing of any of its obligations under the Prime Lease. Unless we terminate the Prime Lease and are released of all liability thereunder as a result, any such default by Prime Lessor will not affect this Sublease or waive or defer your performance required by this Sublease. If, by the terms of the Prime Lease, Prime Lessor has assumed any of your obligations hereunder, such assumption shall only operate to limit your obligations as, when and to the extent that any such obligations are assumed and satisfied by Prime Lessor; (iv) We have such rights and you have such obligations and are bound by any provision regarding penalties or remedies available upon a breach or default under the Prime Lease that may be more extensive than those in this Sublease. Where the provisions of the Prime Lease grant rights to Prime Lessor, such rights are also rights of ours under this Sublease; and (v) We make no representation as to Prime Lessor’s title to the Premises or right to lease the same or as to the existence of any liens or encumbrances on the Premises, and we will not be liable if your possession is affected, interrupted or terminated by reason of a defect in Prime Lessor’s title or by reason of any liens or encumbrances.

Miscellaneous 13.1 All notices must be sent by (a) certified mail, return receipt requested, or (b) a nationally recognized overnight

courier (with tracking capability) to the notice addresses set forth in Sections 1.1 and 1.3.

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13.2 Our waiver of any covenant, condition or agreement in this Sublease is not a waiver of a further breach of the same covenant, condition or agreement or of any other covenant, condition or agreement. Our consent or approval to or of any act by you requiring our consent or approval will not be deemed to waive our consent or approval to any subsequent similar act by you. If we receive any payment(s) required by this Sublease from you knowing of your then-existing breach under this Sublease, our receipt of that payment(s) is not a waiver of your breach.

13.3 Each party waives trial by jury in any action, proceeding or counterclaim arising out of or connected in any way

with this Sublease or your occupation of the Premises. 13.4 You, for yourself and on behalf of all parties claiming by, through or under you, waive all rights of redemption,

re-entry and/or repossession of the Premises under any present or future laws. 13.5 Except as expressly set forth in this Sublease, neither party will be liable to the other, or to any insurance

company (by way of subrogation or otherwise) insuring the other party, for any loss or damage to any building, structure or other tangible property, or losses under worker’s compensation laws or benefits, even though such loss or damage might have been caused by the negligence of such party, its agents or employees, provided that such loss or damage is covered under any policy of insurance that the parties are required to maintain by this Sublease.

13.6 No payment by you or receipt by us of an amount that is less than the full amount required by this Sublease

will be deemed to be other than on account of the earliest amount due, and no endorsement or statement on any check or any letter accompanying any check or payment will be deemed an accord and satisfaction. We may accept that check or payment without prejudice to our right to recover the balance due or to pursue any other remedy available to us.

13.7 You warrant that this Sublease is subject to the Franchise Agreement remaining in full force and effect. If the

Franchise Agreement is terminated for any reason, you agree that we have the right to terminate this Sublease immediately.

13.8 Our representatives have the right to inspect the Premises at all times without prior notice to you. 13.9 All covenants, agreements, conditions and undertakings contained in this Sublease extend to and are binding

on the legal representatives, successors and assigns of both parties. 13.10 Notwithstanding anything to the contrary contained in this Sublease, this Sublease is void if we cannot obtain

the necessary permits, licenses and approvals from all public authorities for construction and development of the Premises in accordance with the plot plan and plans and specifications developed for the Premises. In such event, any money that you have deposited with us will be immediately returned to you and the parties shall be relieved of all their obligations under this Sublease.

13.11 This Sublease is not binding on us until it is executed by an authorized officer of ours. 13.12 Nothing in this Sublease makes us in any way a partner or joint venturer with you in the operation of the

Premises or subjects us to any obligations, losses, charges or expenses in connection with or arising from the operation of the Premises.

13.13 Waiver of Right to Repair, Terminate or Redeem. If the Premises is located in the State of California, you agree

to waive: (i) The provisions of California Civil Code Sections 1941 and 1942, which govern our obligations related to whether the Premises is tenantable and your rights to make repairs at our expense; and (ii) The provisions of California Civil Code Sections 1932(2) and 1933(4) with respect to the destruction of the Premises and California Code of Civil Procedure Section 1265.130, which would permit either party to petition the superior court to terminate this Sublease if there is a partial taking of the Premises; and (iii) Any right of redemption or reinstatement that you may have under any present or future case law or statutory provision (including Code of Civil Procedure Sections 473 and 1179 and Civil Code Section 3275) in the event you are dispossessed from the Premises for any reason.

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The waivers contained in this Section 13.13 shall apply to the referenced statutes and any and all successor or supplementary statutes as may be enacted in the future.

13.14 This Sublease may be executed in multiple counter-parts, by facsimile or otherwise, each of which shall be

deemed an original, but all of which shall constitute one and the same instrument. Owned Premises 14.1 Notwithstanding anything to the contrary contained herein, if we own the Premises, all references herein to

“Sublease” shall be changed to “Lease” and all references herein to “Prime Lessor” and “Prime Lease” shall be deleted in their entirety. Accordingly:

(i) The language “(provided that it will end fifteen (15) days before the expiration or any earlier

termination of the Prime Lease)” is deleted from Section 1.6; (ii) The language “; and (iii) taxes that we pay pursuant to the Prime Lease” is deleted from Section 1.14; (iii) The language in Section 1.16 is deleted in its entirety and replaced with “Intentionally Deleted”; (iv) The final sentence of Section 2.2(iii) is deleted in its entirety; (v) The language in Section 2.2(iv) is deleted in its entirety and replaced with “Intentionally Deleted”; (vi) The words “under the Prime Lease” are deleted from the second line of Section 2.3; (vii) The words “pursuant to the Prime Lease” are deleted from Section 4.1; (viii) The final sentence of Section 5.4 is deleted in its entirety; (ix) The words “, and to comply with any provisions of the Prime Lease regarding the condition in which

the Premises must be surrendered at the expiration of the term of the Prime Lease” are deleted from Section 5.12;

(x) The second and third sentences of Section 6.1 are deleted in their entirety; (xi) The language in Section 7.2 is deleted in its entirety and replaced with “Intentionally Deleted”; (xii) The fifth and sixth sentences of Section 8.1 are deleted in their entirety; and (xiii) The language in Section 12.1 is deleted in its entirety and replaced with “Intentionally Deleted”.

14.2 Notwithstanding anything to the contrary contained herein, if we own the Premises and you are developing the

Premises pursuant to the terms of our Contract for Development and Construction (a/k/a “Co-Development”), all references herein to “Sublease” shall be changed to “Lease”; all references herein to “Prime Lessor” and “Prime Lease” shall be deleted in their entirety; and all of the changes set forth in Section 14.1 above (i.e., items “(i)” through “(xiii)”) shall be made to this Sublease. In addition, given that you will also be simultaneously executing our standard form Lease of Land for the real property on which the improvements will be constructed, this Sublease shall be deemed to be applicable only to the improvements (e.g., building) that exist now on the real property or which are constructed in the future on the real property.

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IN WITNESS WHEREOF, we and you have signed, sealed and delivered this Sublease in the presence of the witnesses listed below as of the date first listed above

Us: DB Real Estate Assets I LLC,

[or DB Real Estate Assets II LLC,] a Delaware limited liability company ____________________________________ By: ______________________________ Its: ______________________________ Attest: You: ____________________________________, a ___________________________________ ______________________________ ____________________________________ By: ________________________ By: ______________________________ Its: ________________________ Its: ______________________________ Witness: ______________________________ _____________________________________ By: ________________________ By: _______________________________ Individually ______________________________ _____________________________________ By: ________________________ By: _______________________________ Individually ______________________________ _____________________________________ By: ________________________ By: _______________________________ Individually ______________________________ _____________________________________ By: ________________________ By: _______________________________ Individually

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GUARANTEE

The UNDERSIGNED, waiving demand and notice hereby, jointly and severally, unconditionally guarantee the performance of all duties and obligations of ________________________________________ _____________________________________________ under this Sublease, and personally agree that the Sublease shall be binding on each of the individuals listed below personally, as if each was a signatory to the Sublease. Signed, sealed and delivered in the presence of: _____________________________________ Witness ____________________________, Individually _____________________________________ Witness ____________________________, Individually _____________________________________ Witness ____________________________, Individually _____________________________________ Witness ____________________________, Individually

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EXHIBIT A DESCRIPTION of the Property located at ____________________________________________________ ____________________________________, and being the Premises in the Sublease dated ____________________________, 20____ made by and between _________________________________ (us) and _________________________________ (you).

[Attach a copy of the Prime Lease or a copy of the Deed]

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v.03-2021 Exhibit E-1

This is a copy of Franchisor’s standard Option to Assume Lease.

When Franchisee does not lease from a third party, another form of this agreement may be used, which contains similar provisions.

Option to Assume Lease (PC # _______________)

1. If ________________________________________ (“Tenant”) defaults under the Lease dated ___________________________________ (“Lease”) by and between _______________________________________________ (“Landlord”) and Tenant for the premises located at ______________________________________________________________ _________________________________________________ (“Premises”), or if Dunkin’ Donuts Franchising LLC or Baskin-Robbins Franchising LLC (“Franchisor”) terminates Tenant’s franchise agreement covering the Premises, Landlord and Tenant acknowledge and agree that Franchisor will have the option to assume the Lease pursuant to the terms of this Option which supplements and forms a part of the Lease. 2. Landlord agrees to give Franchisor written notice specifying all default(s) of Tenant under the Lease. Franchisor agrees to give written notice to Landlord if Franchisor terminates Tenant’s franchise agreement and, in such notice, will request that Landlord provide Franchisor with a copy of the Lease and specify any of Tenant’s defaults thereunder. All notices will be by nationally recognized overnight courier (with tracking capability). 3. Franchisor may, within 30 days from receipt of notice from Landlord that Tenant has defaulted under the Lease and failed to cure such default(s) as required or permitted by the terms of the Lease, or sending of notice to Landlord that Franchisor has terminated Tenant’s franchise agreement covering the Premises, notify Landlord of Franchisor’s decision to assume the Lease. If Franchisor exercises its right to assume the Lease by sending Landlord the required notice, immediately upon Franchisor’s receipt of possession of the Premises, Franchisor will cure all of Tenant’s monetary defaults under the Lease, begin curing all of Tenant’s non-monetary defaults under the Lease, and execute an agreement pursuant to which Franchisor agrees to assume all of Tenant's rights and obligations under the Lease, subject to (i) Franchisor’s right, without the need to obtain Landlord’s consent, to sublet the Premises or assign the Lease to an approved franchisee of Franchisor provided Franchisor remains liable for the payment of rent and the performance of Tenant’s duties under the Lease (ii) Franchisor not being subject to any provision of the Lease that requires Tenant to continuously operate a business in the Premises during any period that the Premises is closed for remodeling or while Franchisor is seeking to obtain and train a new franchisee, provided however, that such period of closure will not exceed 90 days in each instance and provided further that Franchisor continues to pay rent during such period of closure pursuant to the terms of the Lease; and (iii) Franchisor’s right, if it subleases the Premises to a franchisee as provided above, to retain all consideration payable under such sublease. 4. If Franchisor exercises its right to assume the Lease, Tenant agrees to assign all of its right, title and interest in the Lease to Franchisor and, if Tenant does not do so within ten (10) days of Franchisor’s written notice, Tenant appoints Franchisor as its agent to execute all documents that may be necessary for Franchisor to take assignment of the Lease. Notwithstanding anything to the contrary contained herein, Tenant shall remain liable to Landlord for all of its obligations under the Lease and to Franchisor for all amounts that Franchisor pays to Landlord to cure Tenant's defaults under the Lease, including interest, reasonable collection costs and de-identification costs (the parties acknowledging that Franchisor may enter the Premises without being guilty of trespass or tort to de-identify the Premises). Franchisor may assign this Option and its rights hereunder to any affiliate, subsidiary or parent of Franchisor. This Option may be signed in any number of counterparts by facsimile or otherwise, each of which shall be deemed an original, but all of which

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shall constitute one and the same instrument. A facsimile signature may be used for any purpose in lieu of an original signature. This Option is dated ____________________, 20____. LANDLORD TENANT ________________________________________ ________________________________________ By: ____________________________________ By: ____________________________________ Its: ____________________________________ Its: ____________________________________ Address _________________________________ By: ____________________________________ , Individually _________________________________ By: ____________________________________ Phone _________________________________ , Individually By: ___________________________________ , Individually FRANCHISOR _______________________________________ By: ____________________________________ Its: ____________________________________ c/o Dunkin’ Brands Inc., as Manager 130 Royall Street Canton, Massachusetts 02021 Attention: Legal Department

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3-2020

Exhibit E-2

PC

LEASE OPTION AGREEMENT This Lease Option Agreement (“Agreement”) is made this ____ day of ________________, 20__, by and between, a with principal offices at ("Owner") and [DELETE INAPPLICABLE BRAND] BASKIN ROBBINS FRANCHISING LLC, a Delaware limited liability company and DUNKIN’ DONUTS FRANCHISING LLC, a Delaware limited liability company, with principal offices at 130 Royall Street, Canton, Massachusetts 02021 (along with their affiliates, subsidiaries, parents, successors or assigns, collectively "Franchisor").

WITNESSETH: Owner owns a certain lot or parcel of land, with all of the improvements situated thereon, located at (the "Premises"). Owner has agreed to develop the Premises for use by Owner as a [DELETE INAPPLICABLE BRAND] BASKIN ROBBINS and DUNKIN' Restaurant under a Franchise Agreement between Franchisor and Owner, as franchisee (“Franchise Agreement”). This Lease Option Agreement is entered into by the parties in connection with Franchisor’s approval of the Premises as a [DELETE INAPPLICABLE BRAND] BASKIN ROBBINS and DUNKIN' Restaurant and Franchisor’s grant of a franchise to Owner. It is intended to provide Franchisor with the opportunity to preserve the Premises as a Franchisor branded store, should the Franchise Agreement be terminated. NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS HEREIN CONTAINED, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, IT IS AGREED AS FOLLOWS: 1. GRANT OF OPTION: As an essential condition of the approval of the Premises for development as a [DELETE INAPPLICABLE BRAND] BASKIN ROBBINS and DUNKIN' Restaurant and of the grant of a franchise therefor to Owner by Franchisor, Owner agrees to provide Franchisor with the opportunity to preserve the Premises as a [DELETE INAPPLICABLE BRAND] BASKIN ROBBINS and DUNKIN' Restaurant in the event the Franchise Agreement(s) should be terminated. Accordingly, Owner hereby grants to Franchisor, or its designatred real estate affilate, an option, exercisable as hereinafter set forth in this Agreement, to enter into a lease for the Premises upon the same terms and conditions as are contained in the agreement attached hereto as Exhibit "A". Owner represents and warrants to Franchisor that Owner holds fee simple title to the Premises. 2. TERMINATION OF FRANCHISE AGREEMENT: If the Franchise Agreement(s) between Franchisor and Owner is terminated for any reason during the term or any extension thereof, Franchisor shall have a period of thirty (30) days after Owner receives from Franchisor written notice of termination of the Franchise Agreement(s), in which to elect to enter into a new lease with Owner containing the same terms and conditions as the lease attached hereto as Exhibit "A" (the "Lease"). Within five (5) days after Owner's receipt of written notice from Franchisor advising Owner that Franchisor or one of its subsidiaries elects to enter into the Lease, Owner shall execute, acknowledge, and deliver such Lease to Franchisor and, upon its acceptance and execution by Franchisor, Owner shall deliver possession of the Premises to Franchisor, free and clear of any and all rights of any tenant and/or third parties whatsoever.

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3. EXPIRATION OF LEASE: If the Lease is assigned by the Tenant (as defined in the Lease) thereunder and contains renewal rights, if it is allowed to expire by the assignee without exercise of said rights, Owner shall give written notice thereof to Franchisor and Tenant within three (3) days following the expiration of such right to renew at which point, Franchisor or Tenant shall have the right, but not the obligation, for an additional ten (10) days following receipt of said notice to exercise said renewal rights on the same terms and conditions as contained in the Lease. If Franchisor or Tenant elects to continue the use of the Premises as a Franchisor-branded unit, Franchisor or Tenant shall so notify Owner in writing whereupon Owner shall promptly execute and deliver to Franchisor or Tenant an assignment of the Lease and possession of the Premises free and clear of any and all rights of any tenant and/or any third parties whatsoever. 4. GENERAL PROVISIONS: A. Owner hereby designates and appoints Franchisor as its agent to execute any and all documents and to take all action as may be necessary or desirable to effectuate the performance of any and all of Owner's duties under this Agreement in the event of termination of the Franchise Agreement. Owner agrees to peaceably and promptly vacate the Premises and to remove its personal property therefrom upon receipt of Franchisor’s written notice of its exercise of the option herein granted. Any property not so removed within ten (10) days following receipt of such written notice shall be deemed abandoned. B. Franchisor shall not be required to begin paying rent under the new Lease until delivery to it of possession of the Premises, free and clear of any rights of third parties. Franchisor shall be entitled to offset against rentals under the new Lease all amounts required in order to cure Owner's defaults under the Franchise Agreement. C. Franchisor may assign without recourse its rights under this Lease Option Agreement or its rights under the new Lease without the consent of Owner, provided that the assignee shall execute and deliver to Owner an assumption agreement by which the assignee agrees to assume the new Lease and to observe the terms and conditions and agreements on the part of the the tenant to be performed under the new Lease. Franchisor may sublet the Premises or any part thereof without the consent of Owner. D. In the event Franchisor shall elect to assume the tenant's rights and obligations under the Lease, Franchisor shall have the right, at any time after three (3) years, to terminate the Lease by giving Owner at least one hundred twenty (120) days written notice. If Franchisor shall exercise this right of termination, Franchisor, after removing its equipment, trade fixtures and signs, shall return the Premises to Owner, allowing to remain thereon all of the tenant's and/or Franchisor’s improvements to the Premises. 5. DE-IDENTIFICATION: If the Franchise Agreement(s) is terminated and Franchisor does not elect to continue the Premises as a [DELETE INAPPLICABLE BRAND] BASKIN ROBBINS and DUNKIN' Restaurant, Owner agrees to de-identify the Premises as an Franchisor-branded unit by promptly removing all signs, logos, trademarks, insigniae, decor and other items which Franchisor reasonably requests to be removed as being distinctive and indicative of a Franchisor-branded unit. If Owner fails to effect such de-identification within ten (10) days after Franchisor’s request therefor, Franchisor may enter upon the Premises to effect such de-identification without being guilty of trespass or tort and may bill the Owner for its reasonable costs and expenses in effecting de-identification of the Premises. In the event Owner does not pay Franchisor within fifteen (15) days after Owner's receipt of Franchisor’s demand therefor, Franchisor may place a lien upon the Premises in the full amount of such costs and expenses. 6. REMEDIES AND ADDITIONAL PROVISIONS: This Lease Option Agreement shall run with the land and be binding upon the parties hereto and their successors, assigns, executors and administrators and representatives. The rights and obligations herein contained shall continue, notwithstanding changes in the persons or entity that may hold any leasehold or ownership in the land or building or the Premises. At the request of Owner, Franchisor’s rights hereunder may be subordinated to the lien of any mortgage or deed of trust hereinafter placed upon the Premises, provided that the mortgagee or trustee shall agree in writing to recognize, honor and not disturb Franchisor’s right to exercise the option and assume the Lease as set forth in this Agreement. Any party hereto may record this Agreement. Any party hereto may seek equitable relief or

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injunctive relief including, without limitation, specific performance for actual or threatened violation or non-performance of this Agreement by any other party. Such remedies shall be in addition to all other rights provided for in this Agreement or by law. 7. NOTICE: All notices hereunder shall be sent by certified mail, return receipt requested, to the addresses herein above set forth or to such other addresses as the parties hereto may, by written notice, instruct that notices be given. Notices to FRANCHISOR shall be mailed to c/o Dunkin’ Brands, Inc., as Manager, at the address set forth above. IN WITNESS WHEREOF, THE PARTIES HERETO HAVE HEREUNTO CAUSED THIS LEASE OPTION AGREEMENT TO BE EXECUTED THE DAY AND YEAR FIRST ABOVE WRITTEN.

(OWNER) ATTEST/WITNESS: By: ______________________________ By: ________________________________ Name: ______________________________ Name: ________________________________ Its: ______________________________ Its: ________________________________ By: ________________________________ , Individually

By: ________________________________ , Individually

By: ________________________________ , Individually

By: ________________________________ , Individually

[DELETE INAPPLICABLE ENTITY] BASKIN ROBBINS FRANCHISING LLC

DUNKIN’ DONUTS FRANCHISING LLC By: ________________________________

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EXHIBIT “A”

PC

LEASE OF BASKIN-ROBBINS/DUNKIN’ RESTAURANT

PARTIES 1.0 This Lease dated ______________, 20__, is made by and between a , with principal offices at , ("LANDLORD") and DB REAL ESTATE ASSETS I LLC OR DB REAL ESTATE ASSETS II LLC, a Delaware limited liability company, with a principal office at 130 Royall Street, Canton, Massachusetts 02021, or its assignee ("Tenant").

PREMISES 2.0 Landlord hereby demises and leases to Tenant and Tenant hereby leases from Landlord the land outlined in red on Exhibit A and more fully described in Exhibit B of this Lease, located at , with all of the building(s) and other improvements situated thereon demised in their "as is" present and existing physical condition (the "Premises").

DEFINITIONS 3.0 This paragraph shall define certain terms to be used in this Lease: 3.1 The "Initial Term" of this Lease shall commence on the date of delivery of possession of the Premises to Tenant and shall end on the last day of the month which is ten (10) years after the [DELETE INAPPLICABLE BRAND] Baskin-Robbins and Dunkin’ Restaurant opens, or re-opens as the case may be, to serve the public or on ____________________, whichever date occurs first. 3.2 The “Possession Date” shall be the date the Premises is delivered to Tenant by Landlord pursuant to the terms of a certain Lease Option Agreement to which this Lease is attached as an exhibit (the “Lease Option Agreement”). 3.3 The "Rent Commencement Date" shall occur on the first date the [DELETE INAPPLICABLE BRAND] Baskin-Robbins and Dunkin' Restaurant on the Premises is reopened to serve the general public by Tenant pursuant to the terms of the Lease Option Agreement. 3.4 The "Extended Term(s)" of this Lease shall be additional, successive extensions of the term of this Lease beyond the Initial Term, at the option of Tenant. 3.5 The first "Lease Year" shall be a period beginning with the first date the [DELETE INAPPLICABLE BRAND] Baskin-Robbins and Dunkin’ Restaurant to be built on the Premises originally opens to serve the general public and ending on the last day of the month twelve (12) months thereafter. Subsequent Lease Years shall be consecutive twelve (12) month calendar periods. 3.6 A "Hazardous Substance" is any petroleum product, asbestos product or other material, substance or waste which is recognized as being hazardous or dangerous to health or the environment by any federal, state or local agency having environmental protection jurisdiction over the Premises. 3.7 A "Non-Disturbance Agreement" is a written agreement, in form satisfactory to Tenant and its counsel by the terms of which a mortgagee under any mortgage (or a trustee under any deed of trust) on the

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Premises agrees (i) to furnish Tenant with any notices of default under the mortgage or deed of trust, (ii) not to disturb Tenant's possession and quiet enjoyment of the Premises so long as Tenant is not in default under this Lease, and (iii) that any purchaser at any foreclosure sale or the mortgagee or trustee upon entry, shall assume and perform the obligations of Landlord hereunder.

TERM OF THE LEASE

4.0 The term of this Lease shall include the Initial Term and the Extended Terms set forth in paragraph 4.1 below. Tenant shall have no obligations with respect to this Lease until the Possession Date. 4.1 Tenant may extend the Initial Term of this Lease upon the same terms and conditions for two (2) successive Extended Terms of ten (10) years each by providing to Landlord written notice of the Tenant's election to so extend the term of the Lease. Such written notice must be given, if at all, on or before six (6) months prior to the expiration of the then-current Initial or Extended Term.

ANNUAL RENTAL

5.0 Tenant agrees to pay an annual rental in equal monthly installments during the term of this Lease in the amounts set forth in the schedule below, commencing on the Rent Commencement Date and thereafter in advance on the first day of each month of the term. All rental payments are to be made to Landlord at the address set forth in paragraph 1.0 above or at such other place as Landlord may direct in writing. Beginning - Through Annual Monthly Initial Term: First Lease Year - Fifth Lease Year $ $ Sixth Lease Year - Tenth Lease Year $ $ Eleventh Lease Year - Fifteenth Lease Year $ $ Sixteenth Lease Year - Twentieth Lease Year $ $

First Extended Term: First Lease Year - Fifth Lease Year $ $ Sixth Lease Year - Tenth Lease Year $ $ Second Extended Term: First Lease Year - Fifth Lease Year $ $ Sixth Lease Year - Tenth Lease Year $ $

REAL ESTATE TAXES AND ASSESSMENTS 6.0 Commencing on the Possession Date, Tenant agrees to pay, in addition to the annual rental reserved above, before interest and penalties accrue, all general real estate taxes which may be imposed on or become due and payable with respect to the Premises during the term. Such taxes for the first and last years of the term shall be apportioned so that Tenant shall pay only the portion thereof as shall be the same as the portion of the tax year of the taxing authority concerned during which Tenant was obligated to pay rental under the provisions of this Lease. Tenant may, at its own expense and in the name of either or both Landlord and Tenant, initiate and prosecute proceedings for an abatement or review of any tax and Landlord agrees to cooperate with Tenant in any such proceedings. Tenant shall be entitled to receive any proceeds from such abatement proceedings.

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6.1 If the Premises are not assessed separately from Landlord's other and adjacent property as to real estate taxes and/or special assessments, Landlord shall pay all such taxes and/or assessments before interest and penalties accrue. Tenant's portion thereof shall be determined as follows:

6.1.1 Tenant's portion of special and benefit assessments and real estate taxes on the land shall be equal to the product of the sum of the total taxes attributable to land (land assessments multiplied by the aggregate of tax rates of all taxing authorities) multiplied by a fraction, the numerator of which shall be the square footage of the Premises and the denominator of which shall be the square footage of all land assessed and including in the same tax bill as the Premises; plus 6.1.2 If Tenant's leased building on the Premises is separately assessed for real estate taxes independently from other of Landlord's buildings, or if the office records of the assessing authorities reflect the amount of the total improvements assessment allocable to Tenant's leased building on the Premises, then such separate assessment or office record allocation shall be multiplied by the aggregate tax rate of the tax authorities, and the result shall represent the real estate taxes attributable to Tenant's leased building on the Premises; or

6.1.3 If Tenant's leased building on the Premises is not separately assessed or allocable on the office records of the assessing authorities, then the real estate taxes attributable to Tenant's leased building on the Premises shall be determined by multiplying the total taxes attributable to all assessed improvements included in the same tax bill with the Premises by a fraction, the numerator of which shall be the square footage of floor space of Tenant's leased building located on the Premises and the denominator of which shall be the square footage of floor space of all structures existing or under construction at the time of assessment (including Tenant's leased building) which shall have been assessed and included in the same tax bill as Tenant's leased building. The square foot area of any buildings or structures included in the above fraction shall be measured from the outside face of outside walls. 6.2 Nothing contained in this paragraph 6 shall require Tenant to pay any income, personal property, franchise, inheritance, or excise taxes of Landlord. Tenant will from time to time, upon request, provide proof to Landlord of any tax payments to taxing authorities pursuant to paragraph 6.0. All sums payable by Tenant to Landlord, under paragraph 6.1, shall be paid five (5) days prior to accrual by the taxing authority of interest or penalty for non-payment or within twenty (20) days after receipt of a bill from Landlord, whichever is later.

PURPOSE AND USE 7.0 The Premises may be used for the operation of a Dunkin' Restaurant including, without limitation, the manufacture and sale, on or off the Premises, at wholesale or retail, of donuts, bagels, pastry, bakery products, soup, sandwiches, coffee, beverages and related items for consumption on or off the Premises, and other products and merchandise from time to time sold in other Dunkin' Restaurants; and for the operation of a Baskin-Robbins Restaurant including, without limitation, the retail sale of ice cream, yogurt, ice milk, sherbets, smoothies, soda fountain items, baked goods, pastries, snacks, confectionery products, frozen desserts, coffee, beverages and related items for consumption on or off the Premises, the operation of a soda fountain, and the sale of other products and merchandise from time to time sold in ice cream shops or other Baskin-Robbins Restaurants. It is, however, agreed that in the event Tenant shall in its discretion deem it desirable, the Premises or any portion thereof may be used for any legitimate and lawful business purpose. 7.1 Tenant shall have the right, at any time and from time to time, to renovate or remodel the Premises at Tenant's expense. Any changes or alterations shall not impair or weaken the structural soundness of the Premises. Before commencing any structural changes or alterations, Tenant shall deliver to Landlord plans of the proposed structural changes or alterations for Landlord's written approval, which shall not be unreasonably withheld, delayed or conditioned. All work done in connection with any change or alteration shall be done in a good and workmanlike manner and in compliance with all applicable building and zoning laws, ordinances, orders, rules, regulations and requirements of all federal, state and municipal governments, and in accordance with the orders, rules and regulations of the Board of Fire Underwriters or any other body now or hereafter constituted exercising similar functions. Tenant shall procure and pay for all required permits and authorizations

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of the various municipal departments and governmental subdivisions having jurisdiction over the Premises. At all times when any alterations are in progress, Tenant shall maintain or cause to be maintained, at no expense to Landlord, worker's compensation insurance in accordance with law, covering all persons employed in connection with the alterations, and general liability insurance for the mutual benefit of Tenant and Landlord expressly covering the additional hazards due to the alterations. 7.2 Tenant shall hold Landlord harmless from any mechanic's lien or other lien arising out of any additions or improvements made to the Premises by Tenant. If any mechanic's lien or any other lien is filed against the Premises based upon any act or interest of the Tenant or of anyone claiming through Tenant, Tenant shall promptly take such action by bonding, deposit or payment as will remove said lien. If Tenant has not removed the lien within thirty (30) days after notice from Landlord to Tenant, Landlord may pay the amount of such mechanic's or other lien or otherwise discharge the same and the amount so paid or deposited shall be deemed additional rental under this Lease and shall be added as additional rental, with appropriate interest from the date of such advance, to the next installment of annual rental becoming due, with the same remedies reserved to Landlord for default as in the case of non-payment of rent, as provided in this Lease.

LANDLORD'S WARRANTIES AND COVENANTS 8.0 Landlord represents, warrants, covenants and agrees as follows: 8.1 Landlord represents and warrants that Landlord has good and clear record and marketable title to the Premises in fee simple, and has the full right and lawful authority to enter into this Lease for the entire term hereof; that the Premises are free from any encumbrance, easement or restriction under which Tenant’s rights to possession and use of the Premises may be adversely affected, disturbed or terminated; and that there is presently no mortgage or deed of trust on the Premises, except as set forth in Exhibit C.

8.2 Landlord represents that it has never generated, stored, handled or disposed of any Hazardous Substance in or upon the Premises. Landlord further represents, to the best of its knowledge, that Landlord is not aware of the generation, storage, handling or disposal of any Hazardous Substance in or upon the Premises, at any time, by anyone else. Landlord shall indemnify and hold Tenant harmless from and against any and all demands, claims, enforcement actions, costs and expenses, including reasonable attorney's fees, arising out of any Hazardous Substance in existence in or upon the Premises prior to the date of this Lease. 8.3 Landlord further covenants and warrants that for so long as Tenant is not in default under this Lease, Tenant shall have quiet and peaceable enjoyment of the Premises and will not be disturbed.

8.4 Landlord acknowledges that Tenant in executing this Lease is relying upon the representations, warranties and covenants expressly set forth in paragraphs 8.1 through 8.3 and agrees that any breach thereof shall, without limitation, be grounds for Tenant to terminate this Lease. 8.5 Landlord agrees to hold any land now or hereafter owned or controlled by Landlord within a radius of one (1) mile of the Premises subject to the following restrictions for the benefit of Tenant and the Premises and to include such restriction in all leases or sales of the land; namely, (i) that for so long as any portion of the Premises are used for the operation of a Dunkin’ Restaurant, no part of such land shall be leased or used for the manufacture or sale of coffee, donuts, bagels, pastry or bakery products, except that the sale of coffee, donuts, bagels, pastry and bakery products at retail, if not manufactured on the premises, may be made in connection with the operation of supermarkets and restaurants which do not specialize in the sale of any such items; and (ii) that for so long as any portion of the Premises are used for the operation of a Baskin-Robbins Restaurant, no part of such land shall be leased or used for the sale of machine dispensed or hand packed ice cream, yogurt, ices, sherbets, frozen desserts or beverages, confectionery products, soda fountain items or other related products including sales both in bulk and individual portions, except that the foregoing shall not limit the sale by a supermarket of prepackaged ice cream, prepackaged yogurt, or soft drink; or the sale of ice cream and related products by a restaurant for consumption on Premises as a dessert incidental to their menu and not as a specialty. Landlord further covenants that no improvement shall be erected on such land of Landlord which will materially

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interfere with Tenant’s curb cuts and access ways or with the visibility of Tenant’s shop and signs to approaching automobile traffic traveling on adjoining highways or streets. 8.6 Landlord agrees to execute such instruments as may be reasonably required from time to time during the term of this Lease to facilitate the financing of Tenant’s or its subtenant's fixtures, signs and advertising devices; provided, however, that Landlord will not be required to execute any instrument subordinating its fee interest in the Premises. 8.7 Landlord shall, at any time and from time to time hereafter, within ten (10) days after request by Tenant, deliver to Tenant an agreement, duly executed and acknowledged by Landlord and any mortgagee or other person holding an interest in the Premises derived from Landlord, waiving all interest in and all right to distrain or levy upon the equipment, signs and fixtures installed or to be installed upon the Premises by Tenant, its successors, assigns, or sub-tenants, as the case may be.

SUBORDINATION AND NON-DISTURBANCE 9.0 Landlord warrants and covenants that the holder of any mortgage or deed of trust placed upon the Premises at any time prior to the recording of this Lease (or a memorandum or notice hereof) shall, upon request, execute, acknowledge and deliver to Tenant a Non-Disturbance Agreement, as described in paragraph 3.7. Any breach of the foregoing warranty and covenant shall, without limitation, be grounds for Tenant to terminate this Lease. 9.1 Any future mortgage or deed of trust covering the Premises shall be subject and subordinate to the rights of Tenant under this Lease. Tenant shall, upon request, execute, acknowledge and deliver to Landlord a written agreement to subordinate this Lease to any such mortgage or deed of trust, provided however that the holder thereof shall have first executed, acknowledged and delivered to Tenant a Non-Disturbance Agreement, as described in paragraph 3.7. Landlord shall promptly give Tenant notice of the creation of any such mortgage or deed of trust and shall furnish Tenant with a copy thereof.

TENANT'S COVENANTS 10.0 Tenant covenants and agrees as follows: 10.1 Tenant agrees to procure and maintain, or cause to be procured and maintained, at its own expense, in the names of Landlord and Tenant a policy or policies of general liability insurance against claims and damages in connection with the Premises. Such policy or policies shall include coverage with a single limit of two million dollars ($2,000,000.00) for bodily injury and property damage combined and such statutory insurance as may be required in the state in which the Premises are located. 10.2 Tenant agrees to keep the building(s) on the Premises insured against loss or damage by fire, with extended coverage, for its full replacement cost value. 10.3 Tenant agrees to pay when due all charges for water, gas, electricity and other utilities furnished to the Premises. 10.4 Tenant agrees to keep the Premises in as good order, repair and condition as the same were in at the commencement of the term or may be put in thereafter, except for reasonable wear and use and damage resulting from fire or casualty. Tenant, at its own expense, shall maintain the sidewalks, parking lot, driveways and landscape areas of the Premises in good and safe condition, free from snow, ice and rubbish. On default of Tenant in making any such repairs or maintenance, Landlord may, but shall not be required to, make such repairs or maintenance for Tenant's account, and the expense thereof shall constitute and be collected as additional rent. 10.5 Tenant agrees not to generate, store, handle or dispose of any Hazardous Substance in or upon the Premises during the term of the Lease. In the event, however, that any substance currently used in Tenant's business shall, during the Lease term, become designated as a Hazardous Substance, then Tenant shall, to the

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extent practicable, discontinue use of the substance on the Premises. If it is not practicable for Tenant to discontinue such use, then Tenant agrees that it shall only continue use of the Hazardous Substance on the Premises in a manner consistent with all standards and regulations for the safe use of such Hazardous Substance promulgated by governmental agencies having jurisdiction. Tenant shall indemnify and hold Landlord harmless from and against any and all demands, claims, enforcement actions, costs and expenses, including reasonable attorney's fees arising out of the breach of this paragraph 10.5 by Tenant. 10.6 Tenant agrees to comply with any law, ordinance and regulation, federal, state, county or municipal, now or hereafter in force, applicable to the Premises, relating to the use or occupancy thereof. Tenant shall pay all costs, expenses, claims, fines, penalties, and damages that may be imposed because of the failure of Tenant to comply with this paragraph, and shall indemnify Landlord from all liability arising from each noncompliance. Landlord and Tenant shall each promptly give notice to the other of any notice of violation received by them. If Tenant shall at any time fail to comply as expeditiously as is reasonably feasible with any law, ordinance, rule, or regulation concerning or affecting the use and occupation of the Premises and if a stay is necessary with respect to such compliance, and Tenant shall have failed to obtain such stay, Landlord, after thirty (30) days' prior written notice to Tenant may so comply, and the reasonable costs and expenses of Landlord in such compliance shall be paid by Tenant as additional rent. 10.7 Tenant agrees to save Landlord harmless and indemnified from and against any and all injury, loss, claim, damage, or liability to any person or property while on the Premises due to the negligence of Tenant and not due to the negligence or willful misconduct of Landlord. 10.8 Tenant agrees to remove its goods and effects at the expiration or sooner termination of the term of the Lease and to peaceably yield up the Premises free from all subtenants or other occupants. At or prior to the expiration of the term, or for thirty (30) days after the sooner termination thereof, Tenant shall have the right to remove all fixtures, signs, and equipment installed by it or on its behalf and shall also have the right to remove or change any particular features of the building on the Premises which may be distinctive of a [DELETE INAPPLICABLE BRAND] Baskin-Robbins and Dunkin’ Restaurant, irrespective of the degree or character of annexation to the realty (all fixtures, signs, and equipment being deemed at all times to be personal property), provided that any damage to the building or the Premises caused by any such removals or changes shall be repaired forthwith by Tenant, at its sole cost and expense.

TENANT'S RIGHT TO TERMINATE 11.0 Tenant (but no successor Tenant) shall have the right to terminate this Lease at any time commencing three (3) years after the Possession Date, by giving Landlord at least one hundred twenty (120) days written notice. Upon any such termination, provided Landlord is not then in default, this Lease shall terminate as though the termination were the date originally fixed as the end of the term. In the event that Tenant shall exercise this right of termination, Tenant shall satisfy all mortgages, liens or encumbrances, if any, placed on its interests in the Premises, and after causing to be removed its equipment, fixtures, signs and advertising devices as provided in paragraph 10.8, shall return the Premises to Landlord, allowing to remain thereon all of the improvements made to the Premises by Tenant.

TENANT'S RIGHT OF ASSIGNMENT & SUBLEASE 12.0 Tenant shall have the right from time to time to assign this Lease and/or to sublease the Premises or any part thereof without the consent of Landlord, provided that in all such instances Tenant shall remain liable for the payment of all rent required to be paid hereunder and for the performance of all terms, covenants and conditions herein undertaken by Tenant. Upon any such assignment of this Lease, Tenant shall notify Landlord in writing and provide Landlord with copies of all such instruments of assignment. 12.1 Tenant may, at any time after the Possession Date, but only with the prior written consent of Landlord, assign without recourse its rights as Tenant under the Lease. Landlord shall not unreasonably withhold such consent to an assignment to a creditworthy [DELETE INAPPLICABLE BRAND] Baskin-Robbins and Dunkin’ franchisee who meets the then-current standards and requirements of [DELETE INAPPLICABLE

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BRAND] Baskin-Robbins Franchising LLC and Dunkin’ Donuts Franchising LLC. Upon Landlord’s receipt of an agreement pursuant to which the assignee agrees to assume the Lease and to observe the terms, conditions and agreements on the part of Tenant to be performed under the Lease, Tenant shall thereupon be released from all liability as Tenant under the Lease, from and after the date of assignment thereof, without any need of a written acknowledgment by Landlord of such release. 12.2 No successor of Tenant shall have the rights set forth in paragraphs 12.0 or 12.1 above. Such successor tenant shall, however, have the right (i) to assign this Lease back to Tenant without the consent of Landlord, or (ii) to assign this Lease to a [DELETE INAPPLICABLE BRAND] Baskin-Robbins and Dunkin’ franchisee who meets the then-current standards and requirements of [DELETE INAPPLICABLE BRAND] Baskin-Robbins Franchising LLC and Dunkin’ Donuts Franchising LLC for franchisees, with the consent of Landlord, which consent shall not be unreasonably withheld, or (iii) assign this Lease to any other party only with the consent of Landlord, which Landlord may withhold in its sole discretion.

OTHER DUTIES OF THE PARTIES 13.0 All insurance policies required to be carried hereunder shall be written in the names of Landlord and Tenant as their respective interests may appear, with appropriate endorsements in favor of any other parties who may have an interest in the Premises, by responsible insurance companies authorized to write insurance in the state in which the Premises are located and shall contain provisions denying to the insurer acquisition by subrogation of rights of recovery against Landlord or Tenant. Each party shall be entitled to request binders or certificates of insurance and duplicates of the insurance policies and satisfactory evidence of prompt payments of premiums; 13.1 Upon request of either party, the other party shall execute, acknowledge and deliver an appropriate recordable instrument giving notice of this Lease; and 13.2 Each party shall, without charge, at any time and from time to time hereafter, and within ten (10) days after request by the other party, certify by a written instrument duly executed and acknowledged as to the validity, force and effect of this Lease, in accordance with its tenor as then constituted, and as to the existence or non-existence of any default on the part of any party hereunder. 13.3 If either party shall default in any of its obligations hereunder other than rent, the other party may, after expiration of the appropriate cure period, elect to cure the default at the expense of the party in default. Any sums expended by Landlord to cure a default of Tenant shall be deemed to be additional rent due and payable at the time of the next scheduled rental payment under this Lease, after written demand by Landlord.

FIRE AND CASUALTY 14.0 If the Premises or any part thereof shall be damaged by fire or casualty and Tenant shall elect not to restore said Premises, then Tenant shall have the right to terminate the Lease at any time by giving Landlord at least one hundred and twenty (120) days' written notice. If Tenant elects to terminate this Lease under the provisions of this paragraph, any proceeds from the insured casualty shall inure to the benefit of Landlord. If Tenant elects to restore the [DELETE INAPPLICABLE BRAND] Baskin-Robbins and Dunkin' Restaurant, Tenant will accomplish such restoration with reasonable dispatch and a just proportion of the rent hereunder shall be abated pending restoration according to the nature and extent of the impairment to the conduct of the business on the Premises.

EMINENT DOMAIN 15.0 In case the Premises or any part thereof or any means of access thereto shall be taken by the exercise of the right of eminent domain, Tenant shall have the option to terminate this Lease, provided the taking is of such a character as to prevent Tenant from conducting Tenant’s business as theretofore conducted and provided said election shall be made within seventy (70) days of said taking. It is agreed that the interests of each party hereto in any condemnation award shall be dealt with according to law and that each party shall have the right to

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participate and represent its own interest in any such condemnation proceeding and that Tenant shall be reimbursed out of the amount of any recovery awarded for damages, including therein damages sustained to the [DELETE INAPPLICABLE BRAND] Baskin-Robbins and Dunkin' Restaurant and other improvements to the Premises provided by Tenant. Landlord hereby represents to Tenant that, as of the date Landlord signs this Lease, Landlord has no knowledge of any proposed condemnation of any part of the Premises, which has not been disclosed in writing to Tenant. Landlord further agrees to promptly notify Tenant of any proposed condemnation of the Premises, whether total or partial, temporary or permanent, of which Landlord becomes aware during the term of the Lease. 15.1 If Tenant shall not so elect to terminate, then, in the case of such taking rendering the Premises unfit for use and occupation, the Annual Rental shall be abated until the Premises or what may remain thereof have been put by Tenant with reasonable diligence in the proper condition for use and occupation by Tenant. When Tenant shall resume occupation thereunder as tenant, there shall be a permanent reduction of the Annual Rental according to the nature and extent of the deprivation of Tenant of the property as previously constituted.

PROVISIONS OF DEFAULT 16.0 If Landlord defaults in any of its covenants herein contained and within a period of thirty (30) days after written notice specifying such default to Landlord, Landlord has not cured any default(s) so specified, or if the same cannot reasonably be cured within said period, has not begun to cure such default and shall not thereafter with reasonable diligence and in good faith proceed to remedy or cure such default(s), Tenant may, at its option, avail itself of any of the remedies contained in this Lease, terminate this Lease and/or any other remedies available in equity and at law. 16.1 If Tenant defaults in any payment of rental required by this Lease and such default continues for ten (10) days after written notice thereof to Tenant or if Tenant defaults in any of its other covenants herein contained and within a period of thirty (30) days after written notice to Tenant specifying such default, Tenant has not cured any default(s) so specified, or if the same cannot reasonably be cured within said period, has not begun to cure such default and shall not thereafter with reasonable diligence and in good faith proceed to remedy or cure such default(s), Landlord may, at its option, terminate this Lease and Tenant will thereupon surrender the Premises to Landlord after removing its property as set forth in paragraph 10.8 above. In the event of such termination, Tenant shall remain responsible for the payment of rental installments accrued and unpaid to the date of such termination and for the payment of rental installments for an additional period of three (3) years thereafter.

PROPRIETARY INTERESTS 17.0 The use on the Premises by Tenant of any trademark, service mark or other proprietary mark or symbol shall not create in Landlord any rights to the use thereof. Landlord agrees that if, for any reason, this Lease is terminated, Landlord will promptly remove all features of the improvements upon the Premises which are distinctive of Tenant's business, trademarks and other proprietary marks or symbols.

WAIVERS

18.0 One or more waivers of any covenant, condition, right or agreement herein contained shall not be construed as a waiver of a further breach of the same covenant, condition, right or agreement or of any other covenant, condition, right or agreement and the consent or approval by Landlord to or of any act by Tenant requiring Landlord's consent or approval shall not be deemed to waive or render unnecessary Landlord's consent or approval to any subsequent similar act by Tenant.

REAL ESTATE BROKERAGE COMMISSION 19.0 Landlord and Tenant each represent that they have dealt with no broker with respect to this Lease and each party (as "indemnitor") agrees to hold the other party harmless from all claims from brokers who may claim to have represented such indemnitor in this transaction.

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NOTICES 20.0 All notices hereunder by Landlord to Tenant shall be given by certified or registered mail, return receipt requested, addressed to Tenant, c/o Dunkin’ Brands, Inc., as Manager, at the address set forth in paragraph 1.0 above Attention: Manager Corporate Real Estate or to such other address as Tenant may from time to time give by certified mail to Landlord for this purpose; all notices by Tenant to Landlord shall be given by certified or registered mail, return receipt requested, addressed to Landlord at the address set forth in paragraph 1.0 above or at such other address as Landlord may from time to time give by certified mail to Tenant for this purpose. The date of service for notices shall be the date such notices are received (as indicated by the return receipt or otherwise) or first refused, if that be the case.

MISCELLANEOUS 21.0 The covenants and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns. The captions in this Lease are for convenience and reference only and in no way define, limit or describe the scope or intent of this Lease. This Lease constitutes the final agreement between the two parties and any prior representations or agreements, actual or alleged, not found in the Lease are void and without effect.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals on the ____ day of

________________________, 20___. Signed and sealed in the presence of: ATTEST/WITNESS: By: _______________________ By: ________________________ Name: _______________________ Name: ________________________ Its: _______________________ Its: ________________________ By: __________________________ , Individually

By: __________________________ , Individually

By: __________________________ , Individually

By: __________________________ , Individually

[DELETE INAPPLICABLE ENTITY] DB REAL ESTATE ASSETS I LLC or DB REAL ESTATE ASSETS II LLC

By: ________________________________

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EXHIBIT A Attach a suitable site plan with the boundaries of the Premises outlined in red. Any appurtenant common areas must be outlined in green.

Initials

________

________

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EXHIBIT B

DESCRIPTION of the property located at , being the Premises in the Lease dated ______________________, 20___, made by and between , a , ("LANDLORD") and ("TENANT").

LEGAL DESCRIPTION INCLUDING MORTGAGES, EASEMENTS, CONDITIONS, LIMITATIONS AND RESTRICTIONS OF RECORD (IF ANY)

Initials

________

________

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Exhibit E-3

This is a copy of Franchisor’s standard Option to Assume Lease.

When Franchisee leases directly from a third party landlord, another form of this agreement may be used, which contains similar provisions.

Option to Assume Lease (PC # _______________)

1. If ________________________________ (“Tenant”) defaults under the Lease dated _______________, 20__ (“Lease”) by and between __________________________ (“Landlord”) and Tenant for the premises located at _____________________________________________ (“Premises”), or if _____________________________________________ (“Subtenant”) defaults under the Sublease dated _______________ (“Sublease”) for the Premises by and between Subtenant and Tenant, or if Dunkin’ Donuts Franchising LLC or Baskin-Robbins Franchising LLC (“Franchisor”) terminates Subtenant’s franchise agreement covering the Premises, Landlord, Tenant and Subtenant acknowledge and agree that Franchisor will have the option to assume the Lease (if a Tenant default) or the Sublease (if a Subtenant default or a termination of the franchise agreement) pursuant to the terms of this Option which supplements and forms a part of the Lease and the Sublease. 2. Landlord agrees to give Franchisor written notice specifying all default(s) of Tenant under the Lease and Tenant agrees to give Franchisor written notice specifying all default(s) of Subtenant under the Sublease. Franchisor agrees to give written notice to Landlord and Tenant if Franchisor terminates Subtenant’s franchise agreement and, in such notice, will request that Tenant provide Franchisor with a copy of the Sublease and specify any of Subtenant’s defaults thereunder. All notices will be by nationally recognized overnight courier (with tracking capability). 3. Franchisor may, within 30 days from (i) receipt of notice from Landlord that Tenant has defaulted under the Lease and failed to cure such default(s) as required or permitted by the terms of the Lease; (ii) receipt of notice from Tenant that Subtenant has defaulted under the Sublease and failed to cure such defaults(s) as required or permitted by the terms of the Sublease; or (iii) sending of notice to Landlord and Tenant that Franchisor has terminated the franchise agreement covering the Premises, notify Landlord or Tenant of Franchisor’s decision to assume the Lease or Sublease, as the case may be. If Franchisor exercises its right to assume the Lease or the Sublease, immediately upon Franchisor’s receipt of possession of the Premises, Franchisor will cure all of Tenant’s monetary defaults under the Lease or the Sublease, as the case may be, begin curing all of Tenant’s non-monetary defaults under the Lease or the Sublease, as the case may be, and execute an agreement pursuant to which Franchisor agrees to assume all of Tenant's rights and obligations under the Lease or the Sublease, as the case may be, subject to: (i) Franchisor’s right, without obtaining Landlord’s or Tenant’s consent, to sublet the Premises or assign the Lease or Sublease, as the case may be, to an approved franchisee of Franchisor provided Franchisor remains liable for the payment of rent and the performance of Tenant’s or Subtenant’s duties thereunder; (ii) Franchisor not being subject to any provision of the Lease or Sublease that requires Tenant or Subtenant to continuously operate a business in the Premises during any period that the Premises is closed for remodeling or while Franchisor is seeking to obtain and train a new franchisee, provided however, that such period of closure will not exceed 90 days in each instance, and provided further that Franchisor continues to pay rent during the period of such closure pursuant to the terms of the Lease or Sublease, as the case may be; and (iii) Franchisor’s right, if it subleases the Premises to a franchisee as provided above, to retain all consideration payable under such sublease. USE ONLY IF FRANCHISEE SUBLEASE INCLUDES ABOVE FMV RENTS (MUST RECEIVE DM APPROVAL FOR USE) DELETE IF NOT APPLICABLE. [Notwithstanding anything to the contrary contained herein, if Subtenant defaults under the Sublease and/or Franchisor terminates the franchise agreement, Franchisor may elect, in its sole discretion, to assume the Lease if the monetary or nonmonetary obligations contained in the 285

Sublease are less favorable to Franchisor than those contained in the Lease. Franchisor will provide Landlord and Tenant with notice of its election to assume the Lease rather than the Sublease, if at all, within the timelines first set forth above in this Paragraph 3 and, if Franchisor elects to assume the Lease, the Sublease shall immediately terminate without the need for any additional agreement(s) and/or documentation.] 4. If Franchisor exercises its right to assume the Lease or Sublease as set forth above, Tenant or Subtenant, as the case may be, agrees to assign all of its right, title and interest in the Lease or the Sublease, as the case may be, to Franchisor and, if Tenant or Subtenant does not do so within ten (10) days of Franchisor’s written notice, Tenant or Subtenant, as the case may be, appoints Franchisor as its agent to execute all documents that may be necessary for Franchisor to take assignment of the Lease or Sublease, as the case may be. Notwithstanding anything to the contrary contained herein, Tenant shall remain liable to Landlord and Subtenant shall remain liable to Tenant for all of their respective obligations under the Lease and Sublease and to Franchisor for all amounts that Franchisor pays to Landlord to cure Tenant's defaults under the Lease and that Franchisor pays to Tenant to cure Subtenant’s defaults under the Sublease, including interest, reasonable collection costs and de-identification costs (the parties acknowledging that Franchisor may enter the Premises without being guilty of trespass or tort to de-identify the Premises). Franchisor may assign this Option and its rights hereunder to any affiliate, subsidiary or parent of Franchisor. This Option may be signed in any number of counterparts by facsimile or otherwise, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. A facsimile signature may be used for any purpose in lieu of an original signature. This Option is dated ____________________, 20____. LANDLORD TENANT SUBTENANT FRANCHISOR ________________ ________________ ________________ _________________ By:______________ By: _____________ By: _____________ By: ______________ Its:______________ Its: _____________ Its: _____________ Its: ______________ ________________ ________________ Dunkin’ Brands, Inc, as

Manager 130 Royall Street

Canton, Massachusetts 02021

________________ ________________ Attn: Legal Department , individually , individually ________________ ________________ , individually , individually ________________ ________________ , individually , individually

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Rider to Contract for Sale

We, BASKIN-ROBBINS FRANCHISING LLC (as applicable), and DUNKIN’ DONUTS FRANCHISING LLC (as applicable) (hereinafter for convenience referred to as “FRANCHISOR”, “us”, “our” or “we”), are pleased to consider your proposed agreement to purchase and sell one or more Franchised Restaurant(s) pursuant to a purchase and sale agreement (“Contract for Sale”) submitted to us for approval.

THIS RIDER PROVIDES IMPORTANT INFORMATION ABOUT OUR REQUIREMENTS WITH RESPECT TO THE PROPOSED TRANSFER. IT CONTAINS INFORMATION FOR BOTH THE SELLER AND BUYER, AND IT REQUIRES THAT BOTH SELLER AND BUYER MAKE CERTAIN REPRESENTATIONS AND PROVIDE IMPORTANT INFORMATION TO US. OUR WILLINGNESS TO CONSIDER THE PROPOSED TRANSFER FOR APPROVAL IS CONDITIONED UPON:

(i) SELLER AND BUYER EXECUTING THIS RIDER AND SELLER SUBMITTING THE RIDER SIMULTANEOUSLY WITH THE CONTRACT FOR SALE.

(ii) SELLER AND BUYER COMPLETING AND EXECUTING THE SELLER’S ADDENDUM AND BUYER’S ADDENDUM, RESPECTIVELY.

(iii) AND PROVIDING THE INFORMATION AND DOCUMENTATION REQUESTED.

OUR APPROVAL, IF GIVEN, WILL BE PROVIDED IN A SEPARATE, FORMAL WRITING.

PLEASE CAREFULLY READ THE INFORMATION CONTAINED IN THIS RIDER. SELLER AND BUYER MUST STRICTLY COMPLY WITH ALL TRANSFER REQUIREMENTS SET FORTH IN THIS RIDER, IN ADDITION TO THE TRANSFER REQUIREMENTS SET FORTH IN THE SELLER'S FRANCHISE AGREEMENT(S).

This Rider is divided into seven (7) sections as follows:

1 . Section I. Effect of Rider, Deadline for Execution. 2 . Section II. Information for and Representations by Seller and Buyer. 3 . Section III. Information for and Representations by Seller. 4 . Section IV. Information for and Representations by Buyer. 5 . Section V. List of Exhibits. 6 . Section VI. Seller’s Addendum. 7 . Section VII. Buyer’s Addendum.

03 2021 Exhibit F-1

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Section I. Effect of Rider, Deadline for Execution

1.1 ONCE FULLY EXECUTED, THIS RIDER CONSTITUTES A PART OF YOUR CONTRACT FOR SALE, AND IT MAY CONTAIN PROVISIONS THAT CONFLICT WITH A PROVISION IN THE CONTRACT FOR SALE. IN THE EVENT OF ANY CONFLICT BETWEEN ANY PROVISION IN THIS RIDER AND ANY PROVISION IN THE CONTRACT FOR SALE OR IN THE SELLER’S FRANCHISE AGREEMENT (AND LEASE WITH US IF APPLICABLE), THE PROVISION IN THIS RIDER SHALL CONTROL.

1.2. We will be deemed to have automatically rejected the proposed transfer, without the need for notice to you, if all of the following documents are not delivered to us simultaneously:

A. (i) The complete and fully executed Contract for Sale (including all documents referenced therein); (ii) this

Rider, completed and fully executed and including the Seller’s Addendum, the Buyer’s Addendum and all Exhibits referenced in this Rider as required to be submitted simultaneously with this Rider. Certain of the Buyer’s Exhibits may be submitted to us within seven (7) days after submission of the Contract for Sale and this Rider, and if those Exhibits are not submitted within that seven (7) day period, then the proposed transfer shall be deemed automatically rejected by us, without the need for a further writing from us.

B. For each Restaurant not leased to Seller by us or our affiliate, and which will be assigned to Buyer, a copyof

each such lease, including any Amendment, Rider or other Addenda to that third-party Lease; and if Buyer will execute a new Lease (with Seller, with Seller’s Landlord, with another entity controlled by Buyer, or otherwise) or modify an existing Lease, then the Seller or Buyer must deliver to us a copy of the proposed Lease, amendment or a binding letter of intent signed by the landlord and the Buyer, with the financial terms agreed upon. All such documents shall be submitted along with this Rider to Contract for Sale, as Seller’s Exhibit 1 or as Buyer’s Exhibit 1 (See Section V).

The Buyer should take whatever safeguards it deems appropriate to protect the confidentiality of Buyer’s information in the submission process.

1.3 Seller has no right to transfer for any location that is not, as of the date of submission of this Rider, already the subject of a fully-executed /franchise agreement with us, whether or not we have approved (conditionally or otherwise) the location for development of a restaurant. With regard to a Dunkin’ or Dunkin’ -Baskin Robbins multi-brand restaurant that is the subject of a fully-executed franchise agreement but has not yet opened to serve the public, Seller agrees that it shall not submit to us for approval, nor engage in any transfer of, the franchise rights for that location for a price that exceeds the Seller’s arms-length actual out-of-pocket development costs for that location.

1.4 Seller also agrees that it shall not permit any party that owns a direct, indirect, and/or beneficial interest in Seller to sell that interest without following all of the requirements of this Rider to Contract for Sale and meeting the requirements of the franchise agreement.

1.5 Neither our delivery of this form Rider nor our willingness to commence the process to assess the proposed transfer or qualify the Buyer shall be construed to supersede any prior Notice of Termination delivered to the Seller, nor does it constitute a waiver of any rights pursuant to such Notice. We reserve all such rights.

Section II. Information for, and Representations by, both Seller and Buyer:

2.1. Right of First Refusal; Terms of Transfer. Under the franchise agreement(s) we have a contractual right of first refusal to purchase the Restaurant(s) under the terms and conditions set forth in the Contract for Sale. We consider execution of this Rider to be part of your application to purchase the Restaurants, and neither our acceptance of this executed Rider nor our willingness to commence the process to approve the Contract for Sale or qualify the Buyer constitutes a waiver of our right of first refusal or our approval of the proposed Contract for Sale. The time period in which we must exercise our right of first refusal does not commence until the date we have received a complete and fully executed Contract for Sale including all exhibits, and copies of all other documents that are referenced in the Contract for Sale, though as noted in Section 1.2 above, the proposed transfer is deemed automatically rejected by us if we do not timely receive certain other documents from Seller or Buyer as set out in this Rider.

The inclusion in a Contract for Sale of a broker fee, consulting fee or other consideration of any kind, in addition to or included in the stated sales price, that is the Buyer’s (or the Buyer’s shareholders, members, officers, directors, employees, agents, or affiliates) obligation to pay or otherwise honor, constitutes an impermissible encumbrance on our right of first refusal based on the stated sales price, and neither we nor any assignee of ours shall be required to pay any such fee or otherwise honor such consideration in the event we exercise our right of first refusal or assign our rights to a third party. Rather, we reserve the right to disapprove the Contract for Sale due to

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the inclusion of any such provision. Any submission to us of a Contract for Sale with any such obligation contained therein, without disclosure to us, may constitute a material misrepresentation to us of the sales price. Consideration paid by the Buyer to the Seller for bona fide real estate contracts (lease assignments or real estate purchase agreements) only for the proposed Dunkin’ and/or Baskin-Robbins restaurant premises to be transferred, and for the assignment or assumption of technology and other contracts we require for the operation of the Dunkin’ and/or Baskin-Robbins business generally will be permissible.

A. The transfer of the Restaurant(s) must close on the terms and conditions contained in the Contract for Sale submitted to us, with no changes whatsoever, except those that may be required to conform the proposed transfer to our requirements, including those in this Rider. Our approval of the transfer, if granted, will be in reliance upon the fact that the representations set forth in the Contract For Sale, this Rider and in other documentation we require, will still be true, complete and accurate as of the date of transfer, and that all of the terms directly or indirectly relating to the transfer of each Restaurant are contained in the Contract for Sale (including all exhibits, Riders, and all other documents, agreements or instruments that would create rights or obligations of Buyer, such as lease or other real estate agreements, or a promissory note, etc.), any modification, addenda or amendment to the Contract for Sale, and this Rider to Contract for Sale. If Seller or Buyer modify the Contract for Sale (including any exhibits, Riders, or other documents, agreements or instruments that would create rights or obligations of the Buyer, such as lease or other real estate agreements related to the transaction, or a promissory note), the Rider to Contract for Sale, or if the Seller or Buyer otherwise modify (whether orally or in writing) anything that could impact in any way the economics of the Buyer for the transaction (including without limitation any change in the amount or terms of the Buyer’s financing) related to the transfer, the Seller must submit the modifications to us in writing. We may have another opportunity to exercise our right of first refusal to purchase the Restaurant(s) under the Contract for Sale, as modified. We have the right to disapprove any transfer or applicant for a franchise, including for failure to disclose completely and truthfully the information we require Seller and Buyer to supply to us. Any provision in the Contract for Sale that purports to permit Buyer to assign its rights to another party is subject to our prior written approval in each instance and must first be submitted to us, and we may have another opportunity to exercise our right of first refusal to purchase the Restaurant(s) under the Contract for Sale.

B. In the event the Contract for Sale provides Seller with a right of first refusal to repurchase a direct or indirect interest in the business from Buyer at any time, such right is subject and subordinate to our contractual right of first refusal as set forth in Buyer’s franchise agreement.

2.2. Time of Transfer. No transfer of ownership or possession, or delegation of the management of the premises, franchise(s) or the business assets shall occur until after a closing is held in which all of our required documents are signed and all monies owed to us have been paid and satisfied. The closing must be held in accordance with our procedures and requirements, and in the presence of our representative. Any attempt to assign a franchise agreement or transfer possession or management responsibilities of a Restaurant without our approval is void from its inception and constitutes good cause to terminate the franchise agreement(s).

2.3. Franchise Documents. If Seller has not already provided Buyer with a copy of the franchise agreement for each Restaurant proposed to be transferred, Seller shall attach as Seller’s Exhibit 2 to this Rider the current franchise agreement for each such Restaurant (if there is no Seller’s Exhibit 2 attached, then Seller and Buyer hereby represent to us that Buyer has been provided with a copy of the current franchise agreement for each Restaurant proposed to be transferred pursuant to the Contract for Sale). At Franchisor’s option, we will either require Buyer to execute an assignment of Seller’s franchise agreement or require Buyer to execute our then-current, standard form franchise agreement and all current standard ancillary documents for each Restaurant to be transferred. The current form franchise agreement is an exhibit to the Franchise Disclosure Document (“FDD”).

A. For each Restaurant, Buyer’s continuing franchise and advertising fees for the balance of the Seller’s term at that Restaurant will be at the same rate as set forth in Seller’s franchise agreement, unless such agreement provides otherwise.

B. Buyer’s franchise agreement is specific to one location only and does not grant Buyer any geographical territory free from competition. Competition may result not only from other chains and independent restaurants but also from additional restaurants (or other distribution channels) that we now franchise or operate in the vicinity or as they may be developed and opened for business in the future. Buyer must independently investigate the location of such existing or planned restaurants (or distribution channels) in the vicinity of the Restaurants proposed to be transferred, and to assess competition which may result from such restaurants, and Buyer acknowledges that FRANCHISOR is not selling Buyer a franchise, but rather is merely considering the proposed transfer of an existing franchise. Buyer further acknowledges that FRANCHISOR may approve development now or at any time in the future of additional restaurants (and/or distribution channels) in the vicinity of the Restaurants proposed to be transferred. If Seller has received an Invitation to Comment from us regarding a proposed new restaurant in the vicinity of one of the Restaurants proposed to be transferred under the Contract for Sale, then Seller shall attach a copy of the Invitation to Comment as Seller’s Exhibit 3. If Seller has received a Conditional Real Estate Approval Letter from us regarding a proposed new restaurant in the vicinity of one of the Restaurants proposed to be transferred under

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the Contract for Sale, then Seller shall attach a copy of the Conditional Real Estate Approval Letter as Seller’s Exhibit 3. If Seller at any time between submission of the Rider to Contract for Sale and the closing receives an Invitation to Comment from us regarding a proposed new restaurant in vicinity of one of the Restaurants proposed to be transferred under the Contract for Sale, then Seller shall promptly deliver to Buyer an updated Seller’s Exhibit 3. We do not review or verify Seller’s Exhibit 3 as sent to the Buyer. During the term of Seller’s franchise agreement(s) and for a period two years thereafter, Seller’s franchise agreement(s) expressly precludes Seller (and certain of its principals) from owning, maintaining, engaging in, being employed by or having a direct or indirect interest in another business that sells the same or substantially similar products as those that Seller is required to sell under our franchise agreement. It does not, however, preclude Seller from owning or operating other FRANCHISOR restaurants under a valid franchise agreement with us, and any Contract for Sale provision to the contrary is hereby deemed void.

C. Each franchise agreement Buyer signs with us or will take assignment of from Seller will be granted for a term that expires at the end of Seller’s existing franchise term, without any renewal rights unless we expressly granted them in a contract or by a writing signed by a duly authorized executive of FRANCHISOR. If Seller has previously received from us a contractual right to additional term that is not contained in the Seller’s franchise agreement(s), Seller must attach that writing as Seller’s Exhibit 4. We make no representations regarding the availability of future renewal offers or the terms on which we may decide to grant any additional franchise term in the future. In other words, we do not promise Buyer any term beyond Seller’s remaining franchise term, and we reject any provision in the Contract for Sale stating that we will provide renewal rights or additional term.

D. Buyer must, no later than ten (10) days before closing, advise our Operations Manager of the person who will serve as our primary contact for each Restaurant. Prior to closing, each such individual must have met all training qualifications. 2.3.1 Participation Agreement. For each Dunkin’ Restaurant being transferred that is the subject of a Participation Agreement related to the CPG Program (for K-Cups, packaged coffee and creamers) or for the RTD Program, Seller acknowledges that effective as of the transfer of the Restaurant, the Participation Agreement is terminated and Seller will not be eligible to receive any profit sharing payments made after the date of transfer, or any other rights under that Participation Agreement. If Buyer desires to enroll in the CPG Program and/or a RTD Program for any or all of the Restaurant(s) being transferred, Buyer (and all shareholders) must sign our Participation Agreement. CPG profit sharing payments are distributed to the franchisee of a qualified Restaurant as of the CPG Program record date for the semi-annual payments (generally approximately 8 weeks after the close of DBI's first half and second half fiscal periods).

2.4. Lease Documents. We strongly urge Buyer to carefully review the terms and conditions of each and every lease under which Buyer will occupy a Restaurant to be transferred. As part of Seller’s Addendum to this Rider, Seller represents and warrants that the information supplied relating to the lease for each Restaurant is complete and accurate. Seller acknowledges that Seller is solely responsible for obtaining all needed landlord consents for any assignment of such lease(s) or for subletting any third-party premises, as applicable.

A. If Seller leases a Restaurant from us (including our rental companies), we may, in our sole discretion, require Buyer to execute our current standard form lease, with the same rent, taxes and other charges as are contained in Seller's lease. Alternatively, we may, in our sole discretion, permit Seller to assign the lease to Buyer. We reserve the right to require Buyer to execute at closing an amendment to the lease to provide for percentage rent to be paid monthly and/or for apportionment of percentage rent on a weekly basis upon any future transfer or termination of the lease. Buyer’s lease term at a Restaurant shall be for the remainder of Seller’s lease term at that Restaurant. Seller acknowledges that we will not release Seller from liability under the Lease(s), including Buyer's or any subsequent assignee's future performance of the tenant’s obligations under the Lease(s).

B. For each third-party lease which Seller will assign to Buyer:

(i) Seller shall attach as Seller’s Exhibit 1 to this Rider the current lease (and any amendments, assignment, addenda, Riders, modifications thereto or documents exercising, assigning or waiving lease extensions or options); and

(ii) Seller shall deliver to us, no later than fifteen (15) days before closing: a complete copy of the final assignment of lease, the landlord’s written consent to the transfer, if such consent is required by the terms of the lease, and our current standard form Lease Option Agreement or Option to Assume, if such document does not currently exist with respect to the lease Buyer will assume. At closing, all such documents must be fully executed by the landlord and tenant, and a copy must be provided to us. We reserve the right to withhold consent to the proposed transfer if the executed lease assignment or landlord consent modifies terms of the lease.

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(iii) If Buyer will execute an amendment to the existing lease (or enter into a new lease) in connection with the proposed transfer, Buyer must attach a copy of the proposed lease amendment (or proposed new lease or letter of intent) to this Rider as Buyer’s Exhibit 1. Buyer must deliver to us no later than fifteen (15) days before closing a complete copy of the final lease amendment (or new lease). If at any time after submitting this Rider the Buyer or the landlord seek to amend the proposed amendment or proposed new lease, then the proposed amendment or lease must be submitted to us, and in such event we reserve the right to reassess the proposed transaction. We may have another opportunity to exercise our right of first refusal to purchase the Restaurant(s) under the Contract for Sale, as modified by the lease amendment.

C. For each Restaurant for which Buyer will execute a new lease (with Seller, with Seller’s landlord, with another entity controlled by Buyer, or otherwise), Buyer shall deliver to us no later than seven (7) days before closing, a complete copy of the final lease, and a complete copy of our standard Option to Assume or Lease Option Agreement with respect to the new lease. All required leases and Options to Assume must be fully executed by all required parties as a condition of our approval of the proposed transaction. To the extent that the final version of a new lease or Option to Assume is substantively different from the lease or Option to Assume previously submitted to us, we may disapprove the proposed transaction.

D. We make no representations or warranties concerning the terms or validity of a lease to which we are not a party. Furthermore, it is Seller's sole responsibility to obtain all needed third-party landlord consents to any assignment of such a lease or any subletting of the premises, as the case may be. Our consent to the proposed transfer is further conditioned upon our receiving the following for each Restaurant prior to closing:

(i) If Seller will assign a third-party lease to Buyer, satisfactory evidence of the landlord’s consent to the assignment, provided such consent is required by the lease, and our standard Lease Option Agreement or Option to Assume executed by Buyer and the landlord for the lease, unless such agreement is already effective; or

(ii) If Buyer will execute a new lease with the landlord, or a new sublease with Seller, a copy of the fully executed lease or sublease, as the case may be, and our standard Lease Option Agreement or Option to Assume executed by Buyer and the landlord for the new lease. If Buyer fails to disclose to us the existence of a new lease, such failure will constitute fraud and a material breach of Buyer’s franchise agreement(s).

E. If Buyer will own the property on which the Restaurant(s) is located, then Buyer must execute our standard form Lease Option Agreement on terms acceptable to us.

F. If we lease the Restaurant(s) to Seller, we, and not Seller, may own the leasehold improvements in the Restaurant(s).

2.5. No Transfer in “as-is” Condition. A provision in the Contract for Sale that seeks to transfer fixtures, equipment or other property being transferred to Buyer in "as-is" condition does not modify or waive Seller’s obligation to bring each Restaurant up to our standards as a condition of our approval of the transfer.

2.6. Payment of Fees and Other Amounts. On or before the closing date, Seller must pay us by certified or bank check, a check from the attorney’s escrow account or wire transfer, all franchise fees, promissory or demand notes, advertising fees, rents, taxes, collection fees, interest on overdue receivables, amounts owed for real estate tax escrow account and/or common area maintenance escrow account, and any other amounts due and owing under Seller’s franchise agreement(s), Lease(s) or any other agreements with us or any of our subsidiaries or affiliates. We also must be paid the transfer fees (and in the case of a Baskin-Robbins restaurant, any Marketing Start-Up Fee required in connection with the transfer) due and payable under each of Seller’s franchise agreement(s). In advance of closing, we may require that you not report sales or make continuing franchise fee and continuing advertising fee payments for the two weeks immediately prior to closing. In such event, we will collect these amounts at closing.

One or more of the Restaurants to be transferred may be subject to an Additional Advertising Fee, as contemplated in the Seller’s franchise agreement. It is Seller’s obligation to disclose to Buyer if any "Additional Advertising Agreement" is in effect for any Restaurant that Buyer is purchasing, and Seller represents and warrants that Seller has made such disclosure to the Buyer. If there is such an agreement in place, Buyer must timely pay the additional advertising fees.

2.7. Authority to Make Changes. Other than the correction of typographical errors, no changes may be made to this Rider or to any closing document. No modification, addition or deletion to any document shall be binding on FRANCHISOR unless the specific modification, addition or deletion is acknowledged in writing, in advance, by one of our authorized representatives. In the absence of a specific and express written acknowledgment, our counter-signature on a document containing such modification, addition or deletion shall, be considered an error and the document shall be considered void from the inception.

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to have an "after-acquired property" clause in any security agreement or financing statement that covers Buyer’s trade fixtures, furniture, equipment, machinery, signs or similar property in the Restaurant(s), unless such clause by its express terms is subordinated to any purchase money financing for the after-acquired property. Seller has no rights or interest in the tradenames, trademarks or other proprietary marks or intellectual property rights of Dunkin’ or Baskin-Robbins, and Seller shall not reserve any security interest in the tradenames, trademarks or other proprietary marks or rights of Dunkin’ or Baskin-Robbins. Seller acknowledges that we will not permit any reversionary or other security interest to be granted to or reserved by Seller in any franchise agreement or lease.

2.9. Total Consideration. We require Seller and Buyer to jointly and severally represent and warrant to us that all of the consideration to be received by the Seller and by the Buyer for the Restaurants(s), development agreement(s) (if any) and other rights set forth in the Contract for Sale, including without limitation consideration in the form of assignment or assumption of existing debt, consulting fees, etc. (hereinafter the "Purchase Price"), and that there are no other payments or consideration directly or indirectly relating to the transfer of any Restaurant or any other rights (including those related to the real estate premises) associated with any of Seller's franchise(s), except as set forth in the Contract for Sale. Any breach of this warranty will constitute fraud and a material breach of the franchise agreement(s) and Lease(s) for each Restaurant, giving us the right to invoke all of our contractual remedies and such other rights and remedies as may be available at law or in equity. By executing this Rider and the attached Seller’s Addendum and Buyer’s Addendum, respectively, Seller and Buyer hereby confirm that the total Purchase Price for the proposed transfer is ____________________________ dollars ($ _____________________ ) .

BY EXECUTING THIS RIDER TO CONTRACT FOR SALE, YOU CERTIFY TO US THAT NO MORE THAN NINETY PERCENT (90%) OF THE PURCHASE PRICE WILL BE FINANCED (“PERMITTED FINANCING”).

2.10. Breakout of Purchase Price for Multiple Restaurants. If this Rider to Contract for Sale relates to the purchase of more than one Restaurant, please state the purchase price for each individual Restaurant. (if there are more than 4 Restaurants, attach an addendum). Because “goodwill” in a franchise system inures to the franchisor and not franchisees, any provision that allocates part of the purchase price to goodwill is hereby void.

PC Number Purchase Price PC Number Purchase Price

$ $

$ $

2.11. Purchase Money Financing. If Seller provides purchase money financing to Buyer with respect to the sale of the Restaurants, then we may at our sole discretion grant Seller a “conditional option to re-enter” with respect to one or more of the Restaurants, on our standard form. Such re-entry rights may or may not permit Seller to operate the Restaurant(s) even after Seller satisfies the requirements to re-enter. If we grant Seller a conditional option to re-enter, all rights thereunder will extinguish and be of no further force and effect upon the earlier of: (a) Buyer’s satisfaction of Seller’s purchase money financing, (b) the expiration or earlier termination of the franchise term that Seller is transferring for the Restaurant to be re-entered, or (c) such shorter period of time as we establish (in our sole discretion) in which Seller must re-sell the Restaurant if Seller re-enters. If Seller provides the Buyer financing for a term that exceeds the remaining term of Buyer’s franchise agreement(s), Seller does so at Seller’s sole risk and with full knowledge that we do not promise any renewal or additional term for Buyer.

2.12. Closing. Our approval of the transfer, if given, does not change any terms or conditions which exist in any of Seller’s supporting documents for the business, and is subject to the condition that the closing shall be attended by our employee or, at our option, by our agent, for the purpose of obtaining signatures on documentation required by us and collecting any monies owed to us. The closing will be held at a location selected by Seller and Buyer. Closing must occur at least fourteen (14) calendar days (or any longer period required by applicable state law) after Buyer received our FDD, and at least seven (7) calendar days (or any longer period required by applicable state law) after Buyer’s receipt of closing documents. In no event shall we (or any assignee of ours in the event we exercise our right of first refusal) be bound by the closing date in the Contract for Sale. At closing, Buyer and Seller must sign and deliver to us our documents and letters of approval from authorized representatives. The documents will be binding upon us only after our authorized representative counter-executes them and returns fully executed documents to Buyer and Seller. If the proposed transfer, as approved by us, does not close within sixty (60) days from the date of our written approval, we may, in our sole and absolute discretion by written notice to Buyer and Seller, revoke our approval of the transfer.

2.13. Stored Value Cards and Credit Cards. Upon receipt of a customer number, Buyer must promptly enroll on-line for stored value cards and credit cards. In certain circumstances, we may permit a closing to occur before such time as the stored value card and credit card vendor(s) have established Buyer’s accounts for these processes, and we may impose certain conditions for doing so, including requiring Seller and Buyer to escrow funds at closing to account for stored value card and

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credit card transactions through the date that the Buyer’s account is established.

2.14. Dunkin' Only. The proposed transfer will be rejected if, as a result of the transfer, Buyer would not have a source of supply for Dunkin’ bakery products approved by us.

2.15. Additional Requirements. This Rider is not intended to include all requirements, obligations and disclosures. Please see our FDD, the franchise agreement contained in the FDD, and Seller’s franchise agreement and lease (if applicable) for additional requirements.

Section III. Information For, and Representations by, Seller:

3.1. Counsel, Opportunity to Investigate. Seller represents to us that Seller has obtained legal, accounting and tax counsel with respect to the sale of the above-referenced Restaurant(s), and that Seller has permitted Buyer the opportunity to independently investigate Seller’s books and records for each Restaurant to be transferred. Seller indemnifies us and agrees to defend and hold us harmless from any claim with respect to the statements and representations Seller (or anyone on Seller’s behalf) made to Buyer relating to the Restaurant(s) and the prospects for achieving any expected sales levels or the value or profitability of any Restaurant to be transferred under the Contract for Sale. Seller has disclosed to Buyer all of Seller’s outstanding debts and obligations related to the Restaurant(s). Section IV. Information For, and Representations by, Buyer:

4.1. Preparation of Documents. Upon our preliminary approval of the terms of transfer and the Buyer and receipt of Buyer’s legal entity documentation and any other documentation we require, we will prepare closing documents in the names of the individuals and entities set forth in Buyer’s Addendum. If Buyer fails to give us adequate advance written notice of any proposed change in the ownership of Buyer, then, in addition to any delay in the closing, Buyer will be required to pay us our then-current fee to cover the administrative costs to draft new, additional or revised closing documents, as the case may be. No party may be added as a franchisee who has not first received and signed receipts for our then-current FDD and been approved by us to be a franchisee.

4.2. Buyer's Qualifications. Each and every one of the Buyers must comply with and meet all of our current franchising requirements and qualifications, prior to closing.

A. With few exceptions, we require every direct or indirect shareholder, member or partner of Buyer to be interviewed by FRANCHISOR. If the Franchising Department and Operations Department do not provide a favorable assessment of your interview(s), we will not approve you to purchase the Restaurants. Disapproval would not mean that we think you are not or will not be a good businessperson. If Buyer (or any direct or indirect shareholder, member or partner of Buyer) has previously signed our standard Passive Partner Letter, Buyer must either attach a copy to this Rider as Buyer’s Exhibit 2 or deliver it to us separately within seven (7) days of the submission of this Rider.

B. If an individual, shareholder, member or partner of Buyer presently owns one or more of our franchised restaurants or would own more than one restaurant after this transfer, then as a condition of our approval this individual(s) also must comply with and meet all of our additional requirements and qualifications to expand.

C. At least one of the individuals, shareholders, members or partners of Buyer must attend and successfully complete all training required for each applicable FRANCHISOR brand, including our Franchise Business Course. Training courses take place at locations we designate. Except for solo-brand Baskin-Robbins restaurants, a second person must also attend and successfully complete such training. If Buyer elects to enroll any person in the required training courses prior to obtaining our final approval of the Buyer and of the proposed transfer (and prior to such time as the Buyer obtains the financing for the proposed transaction), such enrollment is at Buyer’s sole risk and is not evidence of our approval of Buyer or the proposed transaction. In addition, we will not reimburse Buyer or any individual, shareholder or member of Buyer for any costs or expenses incurred to attend training, whether or not the transaction or you ultimately are approved.

Any transfer of ownership proposed in the Contract for Sale is conditioned on, among other things, the successful completion of all training requirements prior to closing.

D. The approval process typically takes at least several weeks, and can take much longer if the Buyer has not successfully completed all required training. All costs and expenses that Buyer or any individual, shareholder, member or partner of Buyer incur in connection with evaluating and purchasing Seller's business, and with meeting our requirements and qualifications, will be Buyer’s sole responsibility. We are not responsible for any employment or other decisions, or any financial commitments or decisions made by Buyer or any individual, shareholder, member or partner of Buyer in anticipation of the approval of the proposed transaction or of Buyer as a franchisee.

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separately complete our current application form and provide us with personal data and detailed information about their financial condition and qualifications. All required documents must be fully and timely completed. The process differs depending on whether an individual, shareholder, member or partner of Buyer does or does not currently have a direct or indirect interest in a Dunkin’ or Baskin-Robbins franchise.

(i) For each individual, shareholder, member and partner of Buyer who currently DOES NOT have a direct or indirect interest in a Dunkin’ or Baskin-Robbins franchise:

An online franchise application must be submitted within five (5) days of submission of this Rider. To do so, they must follow the instructions below to access the website and complete the application.

• Visit http://franchisinginformation.dunkinbrands.com • Click "I'm Ready to Apply" at the bottom of the page • Select "Purchasing an Existing Restaurant" • Select "Acquiring an Existing Restaurant" • Select "Yes" for PC Number • Enter the PC Number for a restaurant that you are purchasing • Complete remainder of application and submit

Once Buyer has completed the franchise application, Buyer will receive within approximately 3 business days thereafter from us, via DocuSign, a Qualification Package, which includes the FDD Receipt that is Buyer’s Exhibit 3, as well as the forms for Buyer’s Exhibits 4, 5, 6 and 8, and a mechanism to attach documents related to Exhibits 4, 5, 6 and 8. Buyer should carefully read all documents in the Qualification Package to better understand all applicable terms and conditions.

Each individual, shareholder, member and partner of Buyer must sign, date and submit to us (via DocuSign) the Franchise Disclosure Document (FDD) Item 23 Receipt(s)* within seven (7) days of submission of the Rider.

We urge you to take into account the timeline to complete the online franchise application, receive the Qualification Package from us and to timely return to us all required documents.

For each individual, shareholder, member and partner of Buyer who currently DOES have a direct or indirect interest in a Dunkin’ or Baskin-Robbins franchise, each such individual should access the current FDD via the Franchisee Portal website, Legal Department page and deliver to us as Buyer’s Exhibit 3 with the Rider when it is submitted to us or within seven (7) days from the submission of this Rider. Additional required documentation for qualification can be accessed via the Franchisee Portal website, Contracts Department page, “Selling your Restaurant?”.

(ii) Each individual, shareholder, member and partner of Buyer must complete and submit to us (via DocuSign), within seven (7) days of the submission of this Rider, a completed Financial Worksheet form that is Buyer’s Exhibit 4 along with proof of assets, including photocopies of the three (3) most recent months of complete bank and investment (brokerage, 401K, etc.) statements (internet printouts of account summary pages are not sufficient). Buyer must meet or exceed our minimum financial requirements for the number and type(s) of restaurants that Buyer would own and operate as a result of this proposed transaction, and any other transactions Buyer, each individual shareholder, member or partner may have pending or may be pursuing. For each individual, shareholder, member and partner of Buyer who currently DOES NOT have a direct or indirect interest in a Dunkin’ or Baskin-Robbins franchise: This form is part of the Qualification Package that will be sent via DocuSign after completion of the online franchise application. For each individual, shareholder, member and partner of Buyer who currently DOES have a direct or indirect interest in a Dunkin’ or Baskin-Robbins franchise, each such individual should access the Financial Worksheet via the Franchisee Portal website.

(iii) As part of the approval process, we have third parties obtain certain background checks on each individual, shareholder, member or partner of Buyer. Each individual, shareholder, member and partner of Buyer who currently DOES NOT have a direct or indirect interest in a Dunkin’ or Baskin-Robbins franchise must complete and sign the Consent and Release that is Buyer’s Exhibit 5, and submit it to us within seven (7) days of the submission of the Rider. This form is part of the Qualification Package that will be sent via DocuSign after completion of the online franchise

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application. Note: Existing franchisee Buyers may be required to submit this item during the review process. See Section V – Buyer’s Exhibits -- for requirements for existing franchisee Buyer(s)).

(iv) Each individual, shareholder, member or partner of Buyer who currently DOES NOT have a direct or indirect interest in a Dunkin’ or Baskin-Robbins franchise must submit to us (via DocuSign) within seven (7) days of the submission of this Rider, a copy of one of the following, that is Buyer’s Exhibit 6, in order to prove citizenship or permanent resident status (as applicable):

(1) The individual’s Birth Certificate; (2) The individual’s Permanent Resident Card / Alien Registration Card; (3) The individual’s valid United States Passport issued by the

Department of State to United States citizens; or (4) The individual’s Certificate of Naturalization

This form is part of the Qualification Package that will be sent via DocuSign after completion of the online franchise application.

(v) Complete, or have Buyer’s accountant complete, the break-even-point analysis using the template provided to you and attach and submit it with this Rider as Buyer’s Exhibit 7. The template is designed to help your accountant and you evaluate the business.

(vi) Each individual, shareholder, member or partner of Buyer who currently DOES NOT have a direct or indirect interest in a Dunkin’ or Baskin-Robbins franchise must complete the Work History/Business Affiliations form that is Buyer’s Exhibit 8 and submit it to us (via DocuSign) within seven (7) days of the submission of this Rider. This form is part of the Qualification Package that will be sent via DocuSign after completion of the online franchise application. Note: Existing franchisee Buyers may be required to submit this item depending on last qualification date. See Section V – Buyer’s Exhibits -- for requirements for existing franchisee Buyer(s)).

(vii) A Buyer who is not currently our franchisee must either attach as Buyer’s Exhibit 9 to this Rider, or separately deliver to us within seven (7) days of the submission of this Rider, a complete Business Plan (DD) or Market Plan (BR). Note: Existing franchisee Buyers may be required to submit a Business or Market Plan during the review process for certain transactions, and may require that such plans address all of the restaurants (in all networks and/or DMAs) in which the Buyer would own restaurants if the proposed transaction were approved.

4.3. Authorized Franchisee Entities. If Buyer will sign the franchise agreement (or assignment of the franchise agreement) as a corporation, limited liability company or general partnership, Buyer must furnish us with the following documents:

A. For a corporation: (i) Articles of Incorporation (ii) By-laws (iii) Federal ID# from Department of Treasury (iv) State Filing Receipt (v) List of officers and their titles * (vi) Names of the directors * (vii) The number of shares each stakeholder owns * (viii) The names of each shareholder and the number of shares authorized to issue * (ix) Certificate of a foreign corporation doing business in the state in which the Restaurant(s) is located (if

applicable)

B. For a limited liability company: (i) Articles of Organization or Certificate of Formation (ii) Executed Operating Agreement (iii) Federal ID# from Department of Treasury (iv) State Filing Receipt (v) List of Members / Managers * (vi) The % of ownership each member owns * (vii) Certificate of a foreign LLC doing business in the state in which the Restaurant(s) is located (if

applicable)

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If documentation required above and marked with a * is not listed on the Bylaws or Operating Agreement, please provide the information on your entity stationery or on your attorney’s letterhead.

OR

C. For a general partnership: (i) A copy of the partnership agreement containing the names and addresses of each and every partner, and confirming the right of each partner to bind the other partners.

Buyer must either attach to this Rider a copy of the applicable organizing documents as Buyer’s Exhibit 10, or deliver the documents to us separately within ten (10) days of the date we conditionally approve the transfer in writing. We do not permit trusts to be our franchisee, and only in very limited circumstances do we permit a limited partnership to be the franchisee entity. If the documents provided to us that there are other individuals or entities with a direct or indirect interest in the Buyer that are not set forth in the Buyer’s Addendum to this Rider, we reserve the right to reject the proposed transfer at any point prior to closing. There are limitations on the words and letters that Buyer may use as part of its entity. For example, you cannot use “Dunkin’ Donuts”, “Dunkin”, “DD”, “Dunk”, “Baskin-Robbins” “Baskin”, “BR”, or “31 Flavors”. Please see Item 13 “Trademarks” of the Franchise Disclosure Document and Section 9.2 of the franchise agreement, which is an exhibit to the FDD. Seller’s franchise agreement contains similar provisions. For any entity that is not already a Dunkin’ and/or Baskin-Robbins franchisee, Buyer agrees to the following: if Buyer is establishing a new entity Buyer must ensure that the purpose of its entity is established and maintained) consistent with those activities set forth in Section 10.6 of the franchise agreement. Please refer to Section 10.6 of the terms and conditions of the franchise agreement. If the entity documentation already has been filed with the state, you agree to amend your By-laws or Operating Agreement (or such other entity document that establishes a broader purpose) to provide language consistent with Section 10.6 of the terms and conditions of the franchise agreement. BUYER IS FURTHER ADVISED THAT WE MAY REQUIRE ALL PERSONS WHO OWN A DIRECT OR INDIRECT INTEREST IN ANY CORPORATION, LIMITED LIABILITY COMPANY OR OTHER ENTITY APPROVED AS FRANCHISEE TO PERSONALLY GUARANTEE THE PERFORMANCE OF THE FRANCHISEE-ENTITY’S OBLIGATIONS UNDER THE FRANCHISE AGREEMENT, LEASE (IF APPLICABLE) AND OTHER AGREEMENTS WITH US.

4.4. Buyer's Due Diligence. We urge Buyer to obtain the advice of legal, accounting and tax counsel with respect to Buyer’s purchase of the Restaurant(s), and the terms and conditions of our approval.

A. Buyer represents and warrants to us (i) that Buyer has independently investigated Seller's books and records for each Restaurant to be transferred, (ii) that we and our representatives have made no representations to Buyer about the value of, profitability of, or prospects for sustaining any level of sales at any Restaurant to be transferred under the Contract for Sale, (iii) that Seller is an independent franchisee and not our agent or representative, and that any representations made to Buyer by Seller may not be imputed to us.

We request that Buyers develop on their own and share with us their organizational, training and marketing plans. These plans typically help a Buyer to conceptualize the start-up and on-going operations of the business. Some Buyers also provide to us financial information or projections, including pro formas and break-even analyses. While we may review with you the organizational, training and marketing plans that you develop, we do not validate, approve or disapprove such plans. And while we may review internally your financial information or projections to help satisfy us that you have the capability to prepare financial documents, we do not review them with you or validate, approve or disapprove them. Our failure to comment on the documents shall not be construed as approval. In fact, none of our representatives is authorized to comment on your financial information or projections other than to urge you to compare your financial information with the numbers contained in the FDD, and with any numbers that you obtain from existing franchisees.

B. Buyer should ascertain all outstanding debts and obligations owed by Seller. We do not monitor or collect debts owed by franchisees to third parties. Accordingly, we recommend that Buyer contact prior to closing all of Seller’s suppliers (including without limitation the NDCP and any third-party that supplies bakery products to the Restaurants, and Dean Foods, which manufactures and sells our ice cream to Baskin-Robbins restaurants), utility companies and taxing authorities to determine what balances Seller owes, if any.

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C. Buyer also should inquire about the obligations to assume certain existing service contracts, including without limitation those relating to help desk or maintenance services required for the Restaurant’s electronic retail information system/POS system (the “RIS System”). Suppliers of certain RIS System services may allow Buyer to assume the Seller’s existing contracts or they may require that Buyer enter into a new contract. It is Buyer’s responsibility to contact these service providers and determine the requirements for all such contracts.

D. We strongly urge Buyer to obtain independent professional advice regarding the condition and compliance of each Restaurant and its equipment.

(i) Federal, state and local laws, codes and ordinances that govern the possession and operation of the Restaurant(s) are apt to change from time to time, and may have changed during Seller’s operation of the Restaurant(s). Buyer must determine on Buyer’s own behalf that each Restaurant is in compliance with all relevant laws, including without limitation, the Americans with Disabilities Act (ADA), Occupational Safety and Health Act (OSHA), and all federal, state and local health, environmental, fire and building codes or ordinances. Buyer must ensure that any changes, modifications, repairs or necessary improvements are made according to law, prior to commencing business operations.

(ii) In addition, before closing we will require Seller to bring the premises (building and land) and the signage, trade fixtures and equipment of each Restaurant to be transferred up to all of our current standards, as determined by an inspection and evaluation on our then-current standard restaurant assessment forms. Any deficiencies we detect with respect to our standards will be noted in a deficiency list completed by our field representative and provided to the Seller. Seller must correct and repair any and all deficiencies noted in the deficiency list. We may update the deficiency list as the closing date approaches. In purchasing the Restaurant(s), Buyer may not rely on the accuracy or completeness of any deficiency list we prepare or any estimate we may make regarding repair costs.

While our deficiency list may indicate whether there were any visible or obvious deficiencies in the building and land (including without limitation roofing, HVAC, sewer lines, grease traps, septic systems, paving, sub-soil conditions, hazardous conditions), signage, trade fixtures and equipment, the deficiency list we prepare is not intended to assess general conditions of such items, and we make no representations in this regard. It is Buyer’s sole responsibility to identify on Buyer’s own behalf any and all deficiencies at the premises, including without limitation those referenced in the previous sentence. We have no obligation to compensate or reimburse Buyer if our deficiency list is incomplete, if we underestimate the cost to repair items, or if other changes unrelated to our standards (including without limitation those set forth in subsection (i) above) must be made. If prior to closing we require Restaurants in the same Designated Market Area to upgrade certain equipment or systems, then Seller must comply with any such requirements as an additional condition of our approval of the proposed transfer.

4.5. Development Rights of Others. Buyer is advised that one or more of the Restaurants referenced in the Contract for Sale may be situated within a territory in which exclusive rights to develop additional restaurants have been granted to another party. 4.6. Insurance. At Buyer’s sole cost and expense, on or before closing, Buyer must obtain an insurance policy in accordance with the requirements for coverages and named insureds set forth in the franchise agreement(s) (or pursuant to our Standards for insurance coverage) and furnish us with an original certificate thereof signed by an authorized agent of the insuror. These insurance requirements are set forth in our franchise agreement (or in our Standards for insurance coverage). If we will sublet any Restaurant to Buyer, Buyer may be required to meet additional insurance requirements contained in our underlying lease, including a requirement that the underlying landlord be a named insured. Any failure to maintain insurance at all times will result in termination of the franchise agreement(s).

4.7. Proprietary Marks. Buyer will not acquire any right to use the name "Dunkin'" or “Baskin-Robbins” until Buyer signs a franchise agreement (or assignment of the franchise agreement) for the applicable brand. Buyer’s unauthorized use of our proprietary marks at any time prior to an approved transfer will constitute willful trademark infringement. Buyer agrees to provide us with any additional information that we may require with respect to the proposed transfer and with respect to Buyer, or any of its individuals, shareholders, members, or partners. The undersigned Seller and Buyer acknowledge receipt of this Rider and hereby represent to FRANCHISOR that the information provided in this Rider and the attached Seller’s Addendum and Buyer’s Addendum, and the Exhibits attached with the Rider or required to be delivered within the timeframe specified in this Rider, are all true, accurate and complete. Seller and Buyer agree to the terms and conditions set forth in this Rider, and acknowledge that FRANCHISOR will rely on the information provided in or pursuant to this Rider (and any other information we require you to complete) in evaluating the proposed transfer and evaluating Buyer’s application for approval as our franchisee.

[SIGNATURES ON THE FOLLOWING PAGE]

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All Required Signatories of Seller Entity(ies) must sign below. Authorized Signatories of Seller Entities: (Insert entity name): (Insert entity name):

Authorized Signature Authorized Signature

Print Name/Title:

Print Name/Title:

Dated: Dated:

(Insert entity name): (Insert entity name):

Authorized Signature Authorized Signature

Print Name/Title:

Print Name/Title:

Dated: Dated: All shareholders, members and/or partners with a direct or indirect interest in Seller Entity(ies) must sign individually below).

Signature: Signature:

Print Name: Print Name: Individually

Dated: Individually Dated:

Signature: Signature:

Print Name: Print Name: Individually

Dated: Individually Dated:

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Buyer acknowledges that we will rely on the information provided by Buyer in considering the proposed transfer and that if, after the transfer, we determine that Buyer failed to fully and truthfully disclose material information to us, we may seek to terminate Buyer’s franchise agreements.

All Required Signatories of Buyer Entity(ies) must sign below. Authorized Signatories of Buyer Entities: (Insert entity name): (Insert entity name):

Authorized Signature Authorized Signature

Print Name/Title:

Print Name/Title:

Dated: Dated:

( Insert entity name): (Insert entity name):

Authorized Signature Authorized Signature

Print Name/Title:

Print Name/Title:

Dated: Dated:

All shareholders, members and/or partners with a direct or indirect interest in Buyer Entity(ies) must sign individually below). Signature:

Signature:

Print Name: Print Name: Individually

Dated: Individually

Dated:

Signature: Signature:

Print Name: Print Name: Individually

Dated: Individually

Dated:

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SECTION V

EXHIBIT CHECKLIST

Please refer to the Rider for additional information regarding the exhibits below. SELLER’S EXHIBITS (Seller should check each applicable box):

Seller’s Exhibit 1: The existing lease for each Restaurant proposed to be transferred including any assignment, amendment, Rider, addenda, extensions or other modifications. This must be submitted simultaneously with the Rider. [See Section 1.2 and 2.4(B)(i)]

Seller’s Exhibit 2: The franchise agreement for each Restaurant proposed to be transferred. This must be submitted simultaneously with the Rider, if applicable. [See Section 2.3]

Seller’s Exhibit 3: Invitation to Comment received by Seller, if applicable or a Conditional Real Estate Approval Letter received by Seller, if applicable. This must be simultaneously submitted with the Rider. [See Section 2.3(B)]

Seller’s Exhibit 4: Any writing signed by FRANCHISOR relating to additional franchise term beyond the current expiration date for a Restaurant. This must be submitted simultaneously with the Rider. [See Section 2.3(C)]

BUYER: Buyer must either complete the Buyer’s Exhibits and submit them to the Seller for formal submission to us, or for reasons of confidentiality, Buyer may submit directly to us, within the timeframe specified in this Rider, those of the Buyer’s Exhibits that are not required to be submitted simultaneously with this Rider. As noted in this Rider, with respect to Buyer’s Exhibits 3, 4, 5, 6 and 8, each individual, shareholder, member or partner who currently DOES NOT have a direct or indirect interest in a Dunkin’ Donuts or Baskin-Robbins franchise must submit, electronically via DocuSign, those Exhibits and attach any documents related to those Exhibits, within seven (7) days from submission of this Rider.

[CONTINUED ON THE NEXT PAGE]

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To Be Submitted by Buyer (Buyer should check the applicable box):

The Buyer must submit all of these items and materials to us:

See attached Exhibit 1

Not Applicable

Buyer’s Exhibit 1. If applicable, a copy of a proposed lease, lease amendment or letter of intent between Buyer and the landlord for each Restaurant to be transferred. Note: this writing must set out the financial terms and the term. This Exhibit must be attached to the Rider when the Rider is submitted to us. [See Section 1.2 and 2.4]. Please check not applicable if (there are no proposed lease, lease amendments or LOIs between Buyer and a landlord

See attached Exhibit 2

Exhibit 2 will be submitted within 7 days of submitting the Rider

to Contract for Sale

Not Applicable

Buyer’s Exhibit 2. The Passive Partner Letter previously signed by an individual, shareholder, member or partner of the Buyer, if one already exists. This Exhibit must be attached to the Rider when the Rider is submitted to us, or provided to us separately within seven (7) days of the submission of this Rider. [See Section 4.2(A)] Please check “Not Applicable” only if none of the shareholders, members or partners of Buyer previously signed a Passive Partner Letter with regard to a Dunkin’ Donuts or Baskin-Robbins franchise.

See attached Exhibit 3

Exhibit 3 will be submitted within 7 days of submitting the Rider

to Contract for Sale

Buyer’s Exhibit 3. A current FDD Disclosure Receipt (Item 23) signed by each individual, shareholder, member or partner of Buyer. If any of the restaurants are Dunkin’ Donuts/Baskin-Robbins multi-brand locations, you must submit one FDD Disclosure Receipt per brand. For each individual, shareholder, member or partner who currently DOES have a direct or indirect interest in a Dunkin’ Donuts or Baskin-Robbins franchise, the FDD Receipt(s) must be attached to the Rider when it is submitted to us, or be submitted to us separately within seven (7) days of the submission of this Rider. For each individual, shareholder, member or partner who currently DOES NOT have a direct or indirect interest in a Dunkin’ Donuts or Baskin-Robbins franchise, the FDD Receipt(s) must be submitted via DocuSign within seven (7) days of submission of the Rider. [See Section 4.2(E)]

Exhibit 4 will be submitted within 7 days of submitting the Rider

to Contract for Sale

Buyer’s Exhibit 4. A completed Financial Worksheet form, along with proof of assets, including photocopies of the last three (3) months of complete bank and investment (brokerage, 401K, etc.) statements for each individual, shareholder, member or partner of the Buyer. For each individual, shareholder, member or partner who currently DOES have a direct or indirect interest in a Dunkin’ Donuts or Baskin-Robbins franchise the Financial Worksheet and proof of assets must be attached to the Rider when it is submitted to us, or be submitted to us separately within seven (7) days of the submission of this Rider. For each individual, shareholder, member or partner who currently DOES NOT have a direct or indirect interest in a Dunkin’ Donuts or Baskin-Robbins franchise, the Exhibit must be submitted via DocuSign within seven (7) days of submission of the Rider. [See Section 4.2(E)]

See attached Exhibit 5

Exhibit 5 will be submitted within 7 days of submitting the Rider

to Contract for Sale

Buyer’s Exhibit 5. A Consent and Release form completed and signed by each New Candidate of the Buyer.

For each individual, shareholder, member or partner who currently DOES have a direct or indirect interest in a Dunkin’ Donuts or Baskin-Robbins franchise (and who has not been qualified by us in the immediately preceding three (3) years, and is purchasing more than 1 restaurant)*, this Exhibit must be attached to the Rider when it is submitted to us, or submitted to us separately within seven (7) days of the submission of this Rider.

For each individual, shareholder, member or partner who currently DOES NOT have a direct or indirect interest in a Dunkin’ Donuts or Baskin-Robbins franchise, the Exhibit must be submitted via DocuSign within seven (7) days of submission of the Rider. [See Section 4.2(E)]

*To inquire when you were last qualified, please email franchiseadmin@dunkinbrands.com.

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The Buyer must submit all of these items and materials to us:

Exhibit 6 will be submitted within 7

days of submitting the Rider to Contract for

Sale

Buyer’s Exhibit 6. Each individual, shareholder, member or partner of Buyer who currently DOES NOT have a direct or indirect interest in a Dunkin’ Donuts or Baskin-Robbins franchise must provide to us a copy of one of the following in order to prove citizenship or permanent resident status (as applicable): The individual’s Birth Certificate; The individual’s Permanent Resident Card / Alien Registration Card; The individual’s valid United States Passport issued by the Department of State to United States citizens; or The individual’s Certificate of Naturalization.

The Exhibit must be submitted via DocuSign within seven (15) days of submission of the Rider. [See Section 4.2(E)]

See attached Exhibit 7

Buyer’s Exhibit 7. Buyer or Buyer’s accountant must complete and provide to us the Buyer’s Break-Even Point Analysis. Our blank template can also be found on Franchisee Portal.

This must be attached to the Rider when the Rider is submitted to us. [See Section 4.2(E)]

See attached Exhibit 8

Exhibit 8 will be submitted within 7

days of submitting the Rider to Contract for

Sale

Buyer’s Exhibit 8. Each New Candidate of Buyer must provide to us a complete Work History/Business Affiliations form.

For each individual, shareholder, member or partner who currently DOES have a direct or indirect interest in a Dunkin’ Donuts or Baskin-Robbins franchise (and who has not been qualified by us in the immediately preceding three (3) years, and is purchasing more than 1 restaurant)*, this Exhibit must be attached to the Rider when it is submitted to us, or submitted to us separately within seven (7) days of the submission of this Rider.

For each individual, shareholder, member or partner who currently DOES NOT have a direct or indirect interest in a Dunkin’ Donuts or Baskin-Robbins franchise, this Exhibit must be submitted via DocuSign within seven (7) days of submission of the Rider. [See Section 4.2(E)]

*To inquire when you were last qualified, please email franchiseadmin@dunkinbrands.com.

See attached Exhibit 9

Exhibit 9 will be submitted within 7

days of submitting the Rider to Contract for

Sale

Buyer’s Exhibit 9. If Buyer is currently NOT our franchisee, Buyer must submit and/or present one Business Plan for Dunkin Donuts and/or Baskin-Robbins Dunkin’ Donuts Multi-Brand restaurants (in the Baskin-Robbins franchise system, this is sometimes referred as a Market Plan). This Exhibit must be attached to the Rider when submitted to us, or provided to us separately within seven (7) days of the submission of this Rider. [See Section 4.2(E)]. Note: Existing franchisee Buyers may be required to submit a Business or Market Plan during the review process for certain transactions. If required, this Exhibit must be attached to the Rider when submitted to us, or provided to us separately within seven (7) days of the submission of this Rider.

See attached Exhibit 10

Exhibit 10 will be submitted within 10 days of your written

conditional approval of the transfer.

Buyer’s Exhibit 10. Buyer must submit copies of the corporation, limited liability or general partnership documents to us. This Exhibit must be attached to the Rider when submitted to us, or submitted to us within ten (10) days of our written conditional approval of the transfer. [See Section 4.3]

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RIDER TO CONTRACT FOR SALE SECTION VI - SELLERS’S ADDENDUM

6.1 Seller who requests FRANCHISOR’s approval of the proposed transfer to Buyer of each of the restaurants described in the Contract for Sale must complete this Seller’s Addendum.

SELLER’S CONTACT INFORMATION Seller’s Contact Name:

Seller’s Physical Address:

Seller’s Mailing Address (No PO Boxes):

Phone #: Cell:

Email:

SELLER’S ATTORNEY INFORMATION Attorney Name:

Attorney Address: Phone #: Email:

Would you like us to copy your attorney on all correspondence regarding this transaction? Yes No

6.2 The Contract for Sale relates to the proposed transfer of the following restaurants and the franchisee entities for each PC # and all individuals, members, shareholders and non interest officers (corporations) or managers (LLCs)

(if there are more than 4 restaurants attach an addendum)

1. PC NUMBER RESTAURANT CITY and STATE CHECK BRAND(S) FOR EACH RESTAURANT

DD BR

Restaurant PC# receiving product from (if DD)

Type of Product Supplying PC is: Seller’s Full Producer (FP) Central Manufacturing Location (CML) Just Baked on Demand (JBOD)

FRANCHISEE ENTITY NAME:

Stakeholder Name

Email Address

# Shares (Corp) or

% of Interest (LLC) Title(s)

Seller’s Original Purchase Price: Purchased Developed

2. PC NUMBER RESTAURANT CITY and STATE CHECK BRAND(S) FOR EACH RESTAURANT

DD BR

Restaurant PC# receiving product from (if DD)

Type of Product Supplying PC is: Seller’s Full Producer (FP) Central Manufacturing Location (CML) Just Baked on Demand (JBOD)

FRANCHISEE ENTITY NAME:

Stakeholder Name

Email Address

# Shares (Corp) or

% of Interest (LLC)

Title(s)

Seller’s Original Purchase Price: Purchased Developed

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3. PC NUMBER RESTAURANT CITY and STATE

CHECK BRAND(S) FOR EACH RESTAURANT

DD BR

Restaurant PC# receiving product from (if DD)

Type of Product Supplying PC is: Seller’s Full Producer (FP) Central Manufacturing Location (CML) Just Baked on Demand (JBOD)

FRANCHISEE ENTITY NAME:

Stakeholder Name

Email Address

# Shares (Corp) or

% of Interest (LLC) Title(s)

Seller’s Original Purchase Price:

Purchased Developed

4. PC NUMBER RESTAURANT CITY and STATE

CHECK BRAND(S) FOR EACH RESTAURANT

DD BR

Restaurant PC# receiving product from (if DD)

Type of Product Supplying PC is: Seller’s Full Producer (FP) Central Manufacturing Location (CML) Just Baked on Demand (JBOD)

FRANCHISEE ENTITY NAME:

Stakeholder Name

Email Address

# Shares (Corp) or

% of Interest (LLC) Title(s)

Seller’s Original Purchase Price:

Purchased Developed

6.3. LEASE INFORMATION

1. PC Number Lease with Franchisor (or our subsidiaries)

Lease with Third Party Landlord

Current Term Expiration Date

Renewal Options

If Third Party:

Landlord Name:

Landlord Address: Landlord Phone:

2. PC Number Lease with Franchisor (or our subsidiaries)

Lease with Third Party Landlord

Current Term Expiration Date Renewal Options

If Third Party:

Landlord Name:

Landlord Address:

Landlord Phone:

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3. PC Number Lease with Franchisor (or our subsidiaries)

Lease with Third Party Landlord

Current Term Expiration Date Renewal Options

If Third Party:

Landlord Name:

Landlord Address:

Landlord Phone:

4. PC Number Lease with Franchisor (or our subsidiaries)

Lease with Third Party Landlord

Current Term Expiration Date Renewal Options

If Third Party:

Landlord Name:

Landlord Address:

Landlord Phone:

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RIDER TO CONTRACT FOR SALE SECTION VII - BUYER’S ADDENDUM

7.1 Buyer who requests FRANCHISOR’s approval of the proposed transfer to Buyer of each of the restaurants described in the Contract for Sale must complete this Buyer’s Addendum.

BUYER’S CONTACT INFORMATION Buyer’s Contact Name:

Buyer’s Physical Address:

Buyer’s Mailing Address (No PO Boxes):

Phone #: Cell:

Email:

BUYER’S ATTORNEY INFORMATION Attorney Name:

Attorney Address:

Phone #: Email:

Would you like us to copy your attorney on all correspondence regarding this transaction? Yes No

BUYER’S FINANCING INFORMATION

7.2 Is this an all-cash transaction? Yes No State below the lender(s) that will finance the proposed transfer. Please indicate if the SBA is providing financing? Yes No Will funding come from a 1031 Exchange? Yes No

Name of Lender(s): Amount to be financed: Down Payment: 1.

Terms of Loan: Interest Rate: Number of Years:

2.

Terms of Loan: Interest Rate: Number of Years:

BUYER’S ENTITY AND SUPPLIER (DD) INFORMATION 7.3 Total percentages owned by all persons must total one hundred percent (100%) for each restaurant. If Buyer(s) described below differ in any way from the parties listed on the Contract for Sale or the parties to be signatories to the franchise agreement(s), attach a Rider with specific details that explain that difference, including any appropriate documentation. (If there are more than 4 restaurants, please attach an addendum)

1. PC NUMBER FRANCHISE ENTITY NAME Federal Tax ID #

Restaurant PC# you will receive product from (if DD)

Type of Product Supplying PC is: Buyer’s Full Producer (FP) Central Manufacturing Location (CML) Just Baked on Demand (JBOD)

LIST BELOW ALL INDIVIDUALS, SHAREHOLDERS, MEMBERS, PARTNERS, WHO HAVE A DIRECT OR INDIRECT OWNERSHIP INTEREST IN THE ABOVE ENTITY, AS WELL AS ANY OFFICERS (FOR CORPORATIONS) OR MANAGERS (FOR LLCs)

New or Existing

Franchisee?

Stakeholder Name

Last 4 Digits SS #

Email Address

# Shares (Corp) or

% of Interest (LLC)

Title(s) New Existing New Existing New Existing New Existing

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2. PC NUMBER FRANCHISE ENTITY NAME Federal Tax ID #

Restaurant PC# you will receive product from (if DD)

Type of Product Supplying PC is: Buyer’s Full Producer (FP) Central Manufacturing Location (CML) Just Baked on Demand (JBOD)

LIST BELOW ALL INDIVIDUALS, SHAREHOLDERS, MEMBERS, PARTNERS, WHO HAVE A DIRECT OR INDIRECT OWNERSHIP INTEREST IN THE ABOVE ENTITY, AS WELL AS ANY OFFICERS (FOR CORPORATIONS) OR MANAGERS (FOR LLCs)

New or Existing

Franchisee?

Stakeholder Name

Last 4 Digits SS #

Email Address

# Shares (Corp) or

% of Interest (LLC)

Title(s)

New Existing New Existing New Existing New Existing

3. PC NUMBER FRANCHISE ENTITY NAME

Federal Tax ID #

Restaurant PC# you will receive product from (if DD)

Type of Product Supplying PC is: Buyer’s Full Producer (FP) Central Manufacturing Location (CML) Just Baked on Demand (JBOD)

LIST BELOW ALL INDIVIDUALS, SHAREHOLDERS, MEMBERS, PARTNERS, WHO HAVE A DIRECT OR INDIRECT OWNERSHIP INTEREST FOR THE ABOVE ENTITY, AS WELL AS ANY OFFICERS (FOR CORPORATIONS) OR MANAGERS (FOR LLCs)

New or Existing

Franchisee?

Stakeholder Name

Last 4 Digits SS #

Email Address

# Shares (Corp) or

% of Interest (LLC)

Title(s) New Existing

New Existing

New Existing

New Existing

4. PC NUMBER FRANCHISE ENTITY NAME

Federal Tax ID #

Restaurant PC# you will receive product from (if DD)

Type of Product Supplying PC is: Buyer’s Full Producer (FP) Central Manufacturing Location (CML) Just Baked on Demand (JBOD)

LIST BELOW ALL INDIVIDUALS, SHAREHOLDERS, MEMBERS, PARTNERS WHO HAVE A DIRECT OR INDIRECT OWNERSHIP INTEREST FOR THE ABOVE ENTITY, AS WELL AS ANY OFFICERS (FOR CORPORATIONS) OR MANAGERS (FOR LLCs)

New or Existing

Franchisee?

Stakeholder Name

Last 4 Digits SS #

Email Address

# Shares (Corp) or

% of Interest (LLC)

Title(s) New Existing

New Existing

New Existing

New Existing

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7.4 A. For each individual identified above as an existing franchisee, list the PC Number(s) for each franchised restaurant in which that individual currently owns a direct or indirect interest.

If section left blank, you hereby represent to us that this section is not applicable to anyone.

Individual: Existing PC Number(s):

7.4 B. For any individual identified above that is currently an existing franchisee, list the PC Number(s) for each

franchised restaurant in which the individual at any time previously owned a direct or indirect interest.

If section left blank, you hereby represent to us that this section is not applicable to anyone. Individual: Existing PC Number(s):

7.4 C. If any individual identified above (i) was disapproved as a prospective franchisee or as a purchaser of any of our

franchised restaurants in the last ten (10) years, or (ii) is currently rated as unqualified to purchase or develop an additional franchise, or (iii) is currently limited to “passive partner” status at any franchise restaurant, state below the name of each such individual, the location and/or PC number of each restaurant for which such disapproval, disqualification or limitation applies.

If section left blank, you hereby represent to us that this section is not applicable to anyone.

Individual: Applicable Subsection (e.g. (i), (ii) or (iii)

7.4 D. If any individual identified above (i) has any interest in a business that may compete with the franchise restaurants proposed to be transferred, or (ii) has ever filed for bankruptcy, state below the name of each individual and specify to which subsections(s) the individual’s response applies. If section left blank, you hereby represent to us that this section is not applicable to anyone.

Individual: Applicable Subsection (e.g. (i) or (ii))

308

Exhibit F-2

Transfer Agreement – Assets 03-2021 PC#(S)

AGREEMENT TO TRANSFER BY THE SALE OF ASSETS

THIS AGREEMENT is made this _________________, 20____, by and between: (individually or collectively hereinafter referred to as "SELLER"); and (individually or collectively hereinafter referred to as "BUYER"); and Dunkin’ Donuts Franchising LLC and/or Baskin-Robbins Franchising LLC as successor or the original contracting party (hereinafter referred to for the sake of convenience as “FRANCHISOR”); and [use Real Estate Entities When Assigning a Sublease] DB Real Estate Assets I or II LLC, [DELETE THE FOLLOWING IF NOT APPLICABLE i.e. lease is dated after May 26, 2006] successor to Dunkin’ Donuts Realty Investment, Inc., or Third Dunkin’ Donuts Realty, Inc. or Baskin-Robbins USA, Co. (hereinafter "LESSOR"), with their principal offices in Canton, Massachusetts.

RECITALS

WHEREAS, the SELLER and BUYER wish to transfer rights relating to the franchises set forth in paragraph 1.0 below;

WHEREAS, for the sake of convenience, the below-referenced franchised restaurant is individually hereinafter referred to as the “Restaurant”.

WHEREAS, FRANCHISOR requires that SELLER and BUYER enter into this Agreement as part of FRANCHISOR’s approval of the proposed transfer, and that SELLER release FRANCHISOR, and all their parent and affiliated entities (including LESSOR, if applicable).

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to the following:

AGREEMENT SECTION I. TRANSFER OF FRANCHISE RIGHTS AND OBLIGATIONS.

Use this 1.0 (and delete the other Section 1.0 below this section) if we are assigning Seller’s franchise agreement (1.1 and 1.2 remain): 1.0 SELLER hereby sells, transfers and assigns to BUYER all of SELLER’s rights, title and interest in each of the following franchise agreements (collectively the “Franchise Agreement”) between SELLER and FRANCHISOR. SELLER shall continue to be bound by the post-term restrictions set forth in each such Franchise Agreement, for the period set forth therein and to remain responsible for all fees, sums and other obligations of said Franchise Agreement that have accrued to the date of this Agreement. BUYER hereby accepts this assignment and assumes and agrees to discharge all obligations of SELLER as FRANCHISEE under the Franchise Agreement, from and after the date hereof. If BUYER is a corporation or limited liability company, all shareholders or members of BUYER shall personally guarantee BUYER’s obligations on the form attached hereto as Exhibit 2.0.2. All shareholders, partners, or members of BUYER shall execute the Certification of Agreement attached hereto as Exhibit 1.2. PC# Date of

Agreement Location of Restaurant Brand(s) Date of Expiration

309

2

A copy of such Franchise Agreement, including all amendments and addenda thereto, is attached hereto and made a part hereof as Exhibit 1.1.

OR Use this 1.0 (and delete the other Section 1.0 above) if we are terminating Seller’s franchise agreement (1.1 and 1.2 remain):

1.0 Termination of Existing Franchise Agreement and Execution of a New Franchise Agreement: The following Franchise Agreement(s) with the FRANCHISOR that were previously executed by or assigned to SELLER are hereby terminated, effective on the date of this Agreement, provided, however, that SELLER shall continue to be bound by the post-term restrictions set forth in each such Franchise Agreement, for the period set forth therein: PC# Date of

Agreement Location of Restaurant Brand(s) Date of Expiration

Simultaneously herewith, BUYER and FRANCHISOR shall execute a new franchise agreement for each Restaurant to be transferred pursuant to this Agreement (the franchise agreements are hereinafter collectively referred to as the "Franchise Agreement") on FRANCHISOR’s then-current form, for a term equal to the remaining balance of the term of SELLER's Franchise Agreement, unless otherwise agreed to in writing by a duly authorized executive of FRANCHISOR. If BUYER is a corporation or limited liability company, all shareholders or members of BUYER shall personally guarantee BUYER’s obligations on the form included in the Franchise Agreement.

1.1 SELLER shall vacate the Premises on or before the date hereof and remove all of SELLER's personal property without damage to the Restaurant.

1.2 SELLER agrees to indemnify and hold harmless FRANCHISOR, their parents, subsidiaries, operating entities and affiliates, successors and assigns, against any and all claims, liabilities or obligations arising out of or relating to SELLER's occupancy or operation of the Restaurant through the date of transfer. FRANCHISOR does not assume any obligations or liabilities which may have arisen during the course of SELLER's operation of the Restaurant.

SECTION II. TRANSFER OF LEASE RIGHTS AND OBLIGATIONS OR INTENTIONALLY OMITTED 2.0 SELLER hereby assigns, transfers and sets over unto BUYER the lease for the following Restaurant which FRANCHISOR or its operating entity or wholly owned subsidiary leases to SELLER, (hereinafter referred to as the "LEASE") as "LESSEE", for the premises thereby demised, and all right, title, and interest in or under the same, to have and to hold for the remainder of the term of said LEASE: PC # Date of (Sub)Lease Location of Restaurant Date of Expiration

310

3

A copy of such LEASE, including all amendments and addenda thereto, is attached hereto and made a part hereof as Exhibit 2.0.

2.0.1 SELLER hereby covenants with BUYER that the LEASE is good and effective at law and is not surrendered, forfeited or rendered void or voidable; that this assignment is valid and effective to transfer the LEASE; that no person claiming by, through or under SELLER shall prevent BUYER from peaceably holding and enjoying the demised premises for the remainder of the term thereof without any hindrance or interruption, and SELLER shall hold harmless and indemnify BUYER from all arrearages of rent or other charges or encumbrances heretofore made or suffered by SELLER;

2.0.2 BUYER hereby covenants with SELLER to pay the rent which may hereafter become due according to the terms of the LEASE and to perform all the LESSEE's duties and obligations contained in the LEASE. If BUYER is a corporation, limited liability company or partnership, then all of the shareholders, members or partners of BUYER shall execute a personal guarantee of the payment and performance by BUYER under the LEASE, in the form attached hereto as Exhibit 2.0.2;

2.0.3 SELLER waives any right to notice of any default of BUYER and all other rights under the LEASE in the event of default by BUYER and, as a condition of FRANCHISOR’s approval of this proposed transfer, SELLER hereby agrees to indemnify and save LESSOR harmless from any and all claims, demands, actions, causes of action, suits, proceedings, damages, liabilities, costs and expenses, of every nature whatsoever relating to the LEASE, or the premises demised thereunder and herein assigned, through the remainder of the current term of the LEASE; and

2.0.4 SELLER hereby agrees that through the remainder of the current term of the LEASE, LESSOR and BUYER may change, modify, or amend the LEASE in any way, including the rental to be paid thereunder, and that amendments and further assignments may be made without notice to or consent of SELLER and without in any manner releasing or relieving SELLER from liability under said LEASE and SELLER agrees to remain liable under all the terms, covenants and conditions of the LEASE as originally executed, or as amended, through the end of the current term thereof.

2.1 This assignment of the LEASE shall be binding upon the successors and assigns of the parties. The parties shall execute and deliver such further, additional instruments, agreements or other documents as may be necessary to evidence or carry out the provisions of this assignment of the LEASE.

2.2 If the LESSOR leases the premises from a third party, it is understood that all references to LESSOR and LESSEE herein refer to a sublessor and a sublessee and the LEASE is a sublease.

2.3 The LESSOR hereby consents to the within assignment of the LEASE from SELLER to BUYER. Such consent shall not release SELLER from any obligations under the LEASE or alter the need for BUYER to obtain such consent in the event of any proposed future assignment of the LEASE by BUYER.

OR

If a New Sublease is being created for the BUYER, remove 2.0 through 2.3 above and replace with the following:

2.0 Termination of existing [Sublease/Lease] and execution of New Sublease

The following [Sublease/Lease(s)] with the LESSOR that were previously executed by or assigned to SELLER are hereby terminated, effective on the date of this Agreement: PC # Date of

[Sublease/Lease] Location of Restaurant

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Simultaneously herewith, BUYER and FRANCHISOR shall execute a new sublease agreement with LESSOR for each Restaurant above to be transferred pursuant to this Agreement (the sublease agreements are hereinafter collectively referred to as the "Sublease") on FRANCHISOR’s then-current form.. If BUYER is a corporation or limited liability company, all shareholders or members of BUYER shall personally guarantee BUYER’s obligations on the form included in the Sublease.

(Delete paragraph above if Buyer going direct with Landlord upon transfer)

SECTION III. TRANSFER OF LEASE OPTION AGREEMENT RIGHTS AND OBLIGATIONS OR INTENTIONALLY OMITTED

3.0 This section applies with respect to the Restaurant which FRANCHISOR does not lease or sublease to SELLER, but for which FRANCHISOR, SELLER [or SELLER’s predecessor in interest], and the third-party landlord did enter into a Rider to Lease, Option to Assume Lease or Lease Option Agreement (collectively for the sake of convenience referred to as the “Option to Assume Lease”).

3.1 On the dates set forth below, SELLER [or SELLER’s predecessor in interest], as tenant, executed and delivered unto the Landlord(s), as described below, a lease of the premises of the Restaurant more particularly described in said lease(s). In addition, on the dates set forth below, the Landlord(s), SELLER [or SELLER’S predecessor in interest] and FRANCHISOR [or FRANCHISOR’s predecessor in interest] executed and delivered unto one another an Option to Assume Lease (a copy of which is attached hereto as Exhibit 3.1) granting FRANCHISOR certain rights with regard to the tenancy under the lease. SELLER, in consideration of the covenants herein contained, does hereby assign, transfer, and set over unto BUYER the Option to Assume Lease and all right, title and interest in or under the same; and BUYER hereby covenants with SELLER and FRANCHISOR to well and truly perform all the covenants and stipulations in the Option to Assume Lease contained, which are to be performed on the part of SELLER, as "Lessee". PC# Date of Lease Landlord (s) Location of Restaurant Date of Rider to

Lease/Option to Assume Lease/Lease Option Agreement

3.2 SELLER hereby covenants with FRANCHISOR and BUYER that the Option to Assume Lease is good and effectual at law and relates to the current lease between Landlord(s) and SELLER, and is in no way surrendered, forfeited or rendered void or voidable, and that this Agreement is valid and effectual to transfer the same; and

3.3 SELLER represents and warrants to FRANCHISOR and BUYER that SELLER has obtained all consents by the Landlord(s) which may be required for BUYER to transfer to BUYER the Option to Assume Lease and the lease of the demised premises of each such Restaurant.

[Keep only if there is a Conditional Right to Re-Enter, otherwise delete all of section IV] SECTION IV. CONDITIONAL OPTION TO RE-ENTER OR INTENTIONALLY OMITTED

4.0 SELLER is providing purchase money financing to BUYER and has requested the right, for and during the original, unextended term of SELLER's purchase money financing agreement, to re-enter the Restaurant upon default by BUYER under the purchase money agreement with SELLER. FRANCHISOR grants SELLER a conditional option to re-enter the Restaurant upon default by BUYER under the purchase money financing agreement, for the purpose and time period set forth in Section 4.2. Such option is exercisable only by

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compliance with this Agreement. Re-entry must occur no later than thirty (30) days after SELLER gives written notice to FRANCHISOR of BUYER's default, unless FRANCHISOR in writing permits additional time. The foregoing option is granted upon the following preconditions and re-entry shall not occur unless each of the following conditions shall have been satisfied in full by SELLER:

4.0.1 With respect to all Restaurant(s) that SELLER is selling to BUYER pursuant to the purchase money agreement with SELLER, SELLER shall cure all monetary and non-monetary defaults of BUYER under all agreements with FRANCHISOR, including, without limitation, each Franchise Agreement and (if applicable) LEASE, without set-off or offset of any kind or nature, including, but not limited to, franchise fees, advertising fees, rent, tax escrow, percentage rent, collection fees, legal fees, interest, promissory note payments, equipment agreement payments and any and all other sums whatsoever owed to FRANCHISOR and/or LESSOR;

4.0.2 SELLER shall cure all deficiencies and violations, including, without limitation, standards, maintenance and contractual violations, at the Restaurant, no later than the date of re-entry. However, if any violation by its nature cannot be cured prior to re-entry, SELLER shall be deemed to have complied with this condition if SELLER pays into escrow with FRANCHISOR funds sufficient, in FRANCHISOR’s judgment, to cure the violations within a period of time and in a manner satisfactory to FRANCHISOR;

4.0.3 SELLER shall be solely responsible to lawfully obtain from BUYER all right and title to and possession of the Restaurant premises and all personal property situated therein. FRANCHISOR shall have a concurrent right, but not an obligation, to obtain such possession. SELLER shall reimburse FRANCHISOR for all costs and expenses (including reasonable attorneys fees) incurred in obtaining possession of the premises or personal property for SELLER.

4.0.4 SELLER shall satisfy all then-current conditions and requirements for qualification (for all applicable brands) for a franchisee at each Restaurant, including, without limitation, satisfactory performance with respect to all franchisee qualification assessments, compliance with then-current staffing and training requirements, and satisfactory completion of all applicable brand training programs prior to and as a condition of, re-entry;

4.0.5 SELLER shall execute a new franchise agreement in the form current at the time of re-entry, and an assumption of the lessee's rights and obligations under the LEASE (if applicable), both for a term described in paragraph 4.2 below;

4.0.6 SELLER shall assume any and all debts and obligations of BUYER, incurred in connection with any and all agreements with FRANCHISOR, its operating companies, affiliates or subsidiary entities, or any third party to whom FRANCHISOR has guaranteed any financing or any other obligations of BUYER (if any), including, without limitation, the Franchise Agreement and (if applicable) LEASE;

4.1 FRANCHISOR has the right, but not the obligation, to cure any defaults of BUYER under its purchase money financing agreement(s) with SELLER (hereinafter the "Financing") and assume BUYER’s obligations under the Financing, upon the original terms and conditions of said Financing, without acceleration of obligations, penalties, interest or additional obligations of any kind. In connection with such cure, FRANCHISOR may, at its sole option, pay off the full outstanding unpaid principal balance of the Financing, in which event, SELLER will assign to FRANCHISOR all of its right, title and interest in the Financing. If FRANCHISOR cures such defaults and/or assumes the rights of SELLER or the obligations of BUYER under the Financing, the conditional option to re-enter granted to SELLER hereunder shall automatically and immediately extinguish and be of no further force and effect. FRANCHISOR shall have the right to recover from BUYER all principal, interest, costs of collection, attorneys fees and other reasonable sums that FRANCHISOR pays to cure BUYER's default(s) under the Financing. 4.2 If SELLER shall timely perform all of the preceding terms and conditions, and if FRANCHISOR does not elect to exercise the rights granted to it in paragraph 4.1 above, SELLER shall have the right to re-enter the Restaurant: [SELECT WHICHEVER OF THE THREE OPTIONS IS APPROPRIATE UNDER THE CIRCUMSTANCES]

and to operate the Restaurant for the balance of the term of SELLER's Franchise Agreement(s).

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and to operate the Restaurant for the term commencing with the date of re-entry and ending ( ) days following the date of re-entry. SELLER's re-entry shall be for the sole purpose of enabling SELLER to resell the Restaurant to a new BUYER approved by FRANCHISOR. If SELLER re-enters the Restaurant and fails to conclude a transfer of all such Restaurant within the lesser of (i) the original term of the purchase money financing agreement or (ii) the current remaining balance of the franchise term set forth in each Franchise Agreement to be purchased by BUYER pursuant to the purchase money agreement with SELLER,, SELLER's rights under each re-entry franchise agreement and (if applicable) LEASE shall automatically and immediately terminate without notice or demand by FRANCHISOR, and following expiration of such period SELLER shall promptly vacate the premises, remove SELLER's personal property therefrom, and peaceably surrender possession of the premises to FRANCHISOR.

for the sole purpose of reselling the business to a new buyer approved by FRANCHISOR, but seller shall have no right to operate, or to permit others to operate, the Restaurant. If SELLER re-enters the Restaurant and fails to conclude a transfer of all such Restaurant(s) within _____days following the date of re-entry, SELLER's rights under each re-entry franchise agreement and (if applicable) LEASE shall automatically and immediately terminate without notice or demand by FRANCHISOR, and following expiration of such period SELLER shall promptly vacate the premises, remove SELLER's personal property therefrom, and peaceably surrender possession of the premises to FRANCHISOR. For the avoidance of doubt, SELLER shall not have the right to operate if SELLER re-enters.

4.3 Nothing herein shall create an obligation of FRANCHISOR to provide notice to SELLER of the status or performance of BUYER under BUYER's various agreements with FRANCHISOR. Nothing herein shall obligate FRANCHISOR to terminate BUYER's rights under any of BUYER's various agreements with FRANCHISOR or to take any action to limit SELLER's obligations hereunder. Nothing herein shall prevent or limit FRANCHISOR and BUYER from amending the Franchise Agreement(s) and/or (if applicable) the LEASE or from entering into such other agreements regarding any Restaurant referenced herein as FRANCHISOR and BUYER may desire.

4.4 SELLER hereby agrees that any security interest, lien, claim or right now or hereafter asserted by SELLER, or the cash or non-cash proceeds thereof, shall be subject, junior and subordinate to any security interest, lien, claim or right with respect to the Restaurant, including but not limited to, all real and personal property and the proceeds thereof, now or hereafter asserted by FRANCHISOR, LESSOR (if applicable), or any third party to whom FRANCHISOR has guaranteed all or a portion of the obligations of BUYER (if any), or their respective successors or assigns.

4.5 This conditional option to re-enter and all rights granted hereunder to SELLER shall extinguish and be of no further force and effect upon the earlier of the expiration of the current Franchise Agreement(s) or BUYER’s payment in full to SELLER under the purchase money financing agreement with BUYER.

SECTION V. MISCELLANEOUS PROVISIONS.

5.0 FRANCHISE DISCLOSURE. BUYER (each of them) represents and warrants to FRANCHISOR (a) that BUYER (each of them) received FRANCHISOR’S Franchise Disclosure Document (hereinafter referred to as “FDD”) at the first personal meeting with FRANCHISOR for the purpose of discussing a purchase of the Restaurant from SELLER, (b) that such receipt of the FDD was at least fourteen (14) calendar days (or such longer period as is required by state law) prior to the date hereof and (c) that BUYER received from FRANCHISOR all documents for execution by BUYER and FRANCHISOR at least seven (7) calendar days (or such longer period as is required by state law) prior to the date hereof.

5.0.1 This Agreement may be executed in multiple counter-parts, by facsimile or otherwise, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

5.1 NOTICE. All notices hereunder shall be made in writing, by prepaid private courier or certified mail, to the address set forth below or to such address as any party may notify the others pursuant hereto. Notices to FRANCHISOR shall be mailed to us c/o Dunkin’ Brands, Inc., as Manager, 130 Royall Street, Canton, MA 02021, Attention: Vice President-Operations. Notices to BUYER shall be mailed to the Restaurant. Notices or any other correspondence to

SELLER shall be mailed to: _________________________________________________________________

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SELLER PHONE NUMBER: ________________________________________________________________

5.2 CONSTRUCTION OF THIS AGREEMENT. This Agreement shall be governed and construed by the laws of the Commonwealth of Massachusetts. If any term or provision of this Agreement or the application thereof to any person, entity or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons, entities or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. No waiver at any time of any of the provisions hereof by any party shall be construed as a waiver of any other provision hereunder or as a waiver at any subsequent time of the same provision. The captions of the sections and paragraphs of this Agreement are intended only as aids in locating provisions hereof, are not a part of the context hereof and shall be ignored in construing this Agreement.

5.3 ADDITIONAL ADVERTISING OR INTENTIONALLY OMITTED. BUYER acknowledges and agrees that the obligation to pay an Additional Advertising Fee for any of the Restaurants listed below currently subject to an Additional Advertising Fee is assumed by and is binding upon BUYER for the balance of the term of the applicable Additional Advertising Agreement. Please see BUYER’s Franchise Agreement for details.

5.3.1 RETAIL TECHNOLOGY PROGRAM (“FLIP”) AGREEMENT OR INTENTIONALLY OMITTED. Effective as of the date hereof, Seller and Franchisor hereby terminate their Retail Technology Program (“FLIP”) Agreement for any Restaurants being transferred pursuant to this Agreement, including without limitation any right of Seller to future incentive payments. To participate in the FLIP program, Buyer must execute a new Retail Technology Program (“FLIP”) Agreement for each Restaurant(s) being transferred for which Buyer desires to enroll. 5.3.2 PARTICIPATION AGREEMENT OR INTENTIONALLY OMITTED. Effective as of the date hereof, for any and all of the Restaurants being transferred pursuant to this Agreement, SELLER and FRANCHISOR hereby terminate any Participation Agreement (for K-Cups, packaged coffee and creamers) or for the RTD Program, SELLER acknowledges that effective as of the transfer of the Restaurant(s), the Participation Agreement is terminated and SELLER will not be eligible to receive any profit sharing payments made after the date of transfer, or any other rights under that Participation Agreement. If BUYER desires to enroll in the CPG Program and/or a RTD Program for any or all of the Restaurant(s) being transferred, BUYER (and all shareholders) must sign our Participation Agreement. CPG profit sharing payments are distributed to the franchisee of a qualified Restaurant as of the CPG Program record date for the semi-annual payments (generally approximately 8 weeks after the close of FRANCHISOR's first half and second half fiscal periods).

5.4 ASSIGNMENT OF CONTRACT OFFER(S) OR INTENTIONALLY OMITTED FRANCHISOR confirms to SELLER and BUYER that FRANCHISOR and, if applicable, its operating companies, subsidiaries or affiliates, have extended to SELLER certain rights under the Franchise Agreement(s) and LEASE(s), if any, contained in the contracts attached hereto as:

PC# Type of Offer Date of Offer

FRANCHISOR hereby consents to the assignment of such Contract Offer(s) to BUYER, upon transfer of the Restaurant in accordance with FRANCHISOR’s customary procedures, documentation and other requirements.

5.5 CERTIFICATE OF RESOLUTION AND INCUMBENCY.

[for existing entity with no changes]

As BUYER represented to FRANCHISOR in writing on ______________ and remains in effect as of the date of this Agreement, there have been no changes to the officers, directors and shareholders, partners, or members (or

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to the percentages of ownership of the shareholders, partners, or members) of BUYER’s entity since the execution of the Certificate of Resolution and Incumbency dated ______________. A copy of the written representation has been provided to BUYER and which BUYER acknowledges receipt of.

OR

[for new entity or existing entity with changes]

BUYER must execute a Certificate of Resolution and Incumbency on the same date as this Transfer Agreement.

SECTION VI. GENERAL RELEASE.

6.0 SELLER (and each partner, member, or shareholder thereof), for and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, does hereby release, remise and forever discharge FRANCHISOR [AND LESSOR], their predecessors, successors and assigns, and any parent, subsidiaries and affiliated entities, and their respective officers, directors, managers, members, agents, employees and representatives, past and present (for the sake of convenience all such entities are hereinafter collectively referred to as “FRANCHISOR ENTITIES”), of any and all of such entities of and from any and all claims, demands, causes of action, suits, debts, dues, duties, sums of money, accounts, reckonings, covenants, contracts, agreements, promises, damages, judgments, extents, executions, liabilities and obligations, both contingent and fixed, known and unknown, of every kind and nature whatsoever in law or equity, or otherwise, under local, state, or federal law, against any of them, which SELLER or any one of them or their predecessors in interest, if any, ever had, now have, or which they, their heirs, executors, administrators, successors, or assigns hereafter can, shall, or may have, for, upon, or by reason of, any matter, cause, or thing whatsoever, from the beginning of the world to the date of execution hereof.

6.1 Without limiting the generality of the foregoing, but by way of example only, the foregoing release shall apply to any and all state or federal antitrust claims or causes of action; state or federal securities law claims or causes of action; state or federal RICO claims or causes of action; breach of contract claims or causes of action; claims or causes of action based on misrepresentation or fraud; breach of fiduciary duty; unfair trade practices (state or federal); and all other claims and causes of action whatsoever.

6.2 SELLER (and each of them) further agrees for themselves and for their successors and assigns, to indemnify and hold harmless forever, FRANCHISOR ENTITIES, their predecessors, successors and assigns, and any parent, subsidiary and affiliated entities, and their respective officers, directors, managers, members, agents, employees and representatives, past and present, against any and all claims or actions which hereafter may be brought or instituted against any or all of them, or their successors and assigns, by or on behalf of anyone claiming under rights derived from SELLER, or any of them, and arising out of or incidental to the matters to which this release applies.

6.3 Any individual who signs this release in a representative capacity for SELLER hereby represents and warrants that he or she is duly authorized by action of the Board of Directors of SELLER corporation or Operating Agreement of SELLER’s limited liability company to execute this release on its behalf.

6.4 SELLER hereby expressly waives all rights SELLER may have or may claim to have under Section 1542 of the Civil Code of the State of California, or any similar law of any state or territory of the United States of America. Section 1542 provides as follows:

“1542 General Release; Extent. A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her, would must have materially affected his or her settlement with the debtor or released party.”

6.5 SELLER and BUYER hereby assume joint and several liability for, and shall indemnify, protect, save, and keep harmless FRANCHISOR ENTITIES, their predecessors, successors and assigns, and any parent, subsidiaries and affiliated entities, and their respective officers, directors, managers, members, agents, employees and representatives, past and present, from and against, any and all claims, actions, suits, costs and expenses

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(including without limitation lawyers’ fees and expenses) of whatever nature imposed on, incurred by, or asserted against FRANCHISOR in any way relating to or arising out of the transfer of the Restaurants.

SECTION VII. REPRESENTATIONS AND WARRANTIES BY SELLER AND BUYER.

7.0 SELLER and BUYER each represent and warrant to FRANCHISOR, and agree, that: FRANCHISOR did not participate in the planning for the transfer of the Restaurants; FRANCHISOR did not make any representations to SELLER, BUYER or any other agent or party that may represent them in the transfer of the Restaurants; and FRANCHISOR’s consent to the proposed transfer of the Restaurants shall neither be deemed FRANCHISOR’s participation in the transfer nor any undertaking, representation, or endorsement of the way in which the transfer was planned and implemented.

The prospect for success of the business venture undertaken by BUYER by virtue of the Franchise Agreement(s) is speculative and depends to a material extent upon BUYER's capability as an independent franchisee, as well as other factors. FRANCHISOR makes no representations or warranties as to the potential success of the business venture undertaken by BUYER hereby. BUYER represents and warrants that it has entered into this Agreement after making independent investigations of SELLER's business, and not in reliance upon any representation by FRANCHISOR as to sales or profits which BUYER might be expected to realize. BUYER further represents and warrants that FRANCHISOR and its representatives, employees or agents have made no representations to induce BUYER to acquire this franchise and execute this Agreement which are not expressly set forth herein.

IN WITNESS WHEREOF, THE SAID PARTIES HERETO HAVE HEREUNDER SET THEIR HANDS AND SEALS ON THE DAY AND YEAR FIRST ABOVE WRITTEN. SELLER

ATTEST: <Franchisee party Name>[Corporation Name] _________________________________________ , Secretary

By:_____________________________________________ ,<Manager , President or Individual >

_________________________________________ Witness Print Name: _______________________________

________________________________________________ , Individually

_________________________________________ Witness Print Name: _______________________________

________________________________________________ , Individually

BUYER

ATTEST: <Buyer’s Party Name>] _________________________________________ , Secretary

By:_____________________________________________ <> Manager , President or Individual

_________________________________________ Witness Print Name: _______________________________

OR ________________________________________________ , Individually

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FRANCHISOR/LESSOR

Dunkin' Donuts Franchising LLC Baskin-Robbins Franchising LLC

DB Real Estate Assets (I or II) LLC

By:______________________________________________

THIS AGREEMENT IS NOT BINDING ON FRANCHISOR/LESSOR UNTIL EXECUTED BY ITS AUTHORIZED REPRESENTATIVES

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LIST OF EXHIBITS [DELETE ANY EXHIBITS THAT DO NOT APPLY – EXHIBIT 1.1, 1.2 AND 2.0.2 IS FOR ASSIGNMENTS

ONLY] Exhibit 1.1 - Franchise Agreement(s) Exhibit 1.2 - Certification of Agreement Exhibit 2.0 - Company-Leased Restaurant(s) -- A copy of each LEASE/SUBLEASE with all amendments Exhibit 2.0.2 - Personal Guarantee for each Franchise Agreement and/or Company-Leased Restaurant Lease Exhibit 3.1 - A copy of the Rider to Lease/Option to Assume Lease(s)/Lease Option Agreement(s) is

attached. Exhibit 5.4 - Cop(ies) of any valid Contract Offer(s) Exhibit 5.5 - Copy of Buyer’s Written Representation Confirming Buyer Entity Structure

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Exhibit 2.0.2

PERSONAL GUARANTEE BY SHAREHOLDERS OR MEMBERS

The undersigned represent and warrant that they hold a direct or an indirect interest in ___________________ (“Franchisee”) organized under the laws of the State/Province of ________________ .

Waiving demand and notice, hereby, jointly and severally, we unconditionally guarantee the full payment and performance of all of the corporation's or limited liability company’s duties and obligations under the and personally agree that said shall be binding on each of us personally, as if each of us were the .

The undersigned, jointly and severally, agree that the may, without notice to or consent of the undersigned, (a) extend, in whole or in part, the time for payment or performance of any of the corporation's obligations under the ; (b) modify, with the consent of the corporation, its money or other obligations hereunder; or (c) settle, waive or compromise any claim of against the or any of the undersigned, all without in any way affecting the personal guarantee of the undersigned.

PC# Name of Corporation/LLC State of Organization

<all Shareholders/Members>

__________________________________________ Witness Print Name: _______________________________

_______________________________________________ , Individually

__________________________________________ Witness Print Name: _______________________________

_______________________________________________ , Individually

__________________________________________ Witness Print Name: _______________________________

_______________________________________________ , Individually

__________________________________________ Witness Print Name: _______________________________

_______________________________________________ , Individually

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Exhibit 1.2

CERTIFICATION OF AGREEMENT

By signing below, you acknowledge that you received our Franchise Disclosure Document (“FDD”) and have had the opportunity to review it and obtain the advice of an attorney. Your answers to the questions below will provide us with an opportunity to correct any possible misunderstandings prior to entering into the attached agreement with you (“Agreement”). Therefore, your certification is important and we will act in reliance upon your answers below in signing the Agreement. Other than what is written in the Agreement or FDD, describe below any information provided by any employee or agent of our company that has influenced your decision to sign the Agreement. If the answer is “none,” please write “NONE” below. Other than the historical information that is provided in Items 7 or 19 (including the Notes sections) of our FDD, describe below any information provided by any employee or agent of our company about your future financial performance, including sales, costs or profits, that has influenced your decision to sign the Agreement. If the answer is “none,” please write “NONE” below.

If you do not complete and sign this page, we will not counter-sign the Agreement (or, if that has already taken place, we have the right to void the Agreement).

I certify that the above information is true, as of the same date as that on which the Agreement was signed.

FRANCHISEE:

Witness/Attest: ____________________________________ ___________________________________ By:____________________________________ __________________________ __________ _______________________________________

Witness , individually Print Name: _____ __________________________________ _______________________________________

Witness , individually Print Name: _____ ___________________________________ _______________________________________

Witness , individually Print Name: _____

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Exhibit F-3 Transfer Agreement - Stock 3-2021 PC #

AGREEMENT TO TRANSFER

BY SALE OF STOCK

THIS AGREEMENT is made this _________________, 20___, by and between: _____________

(individually or collectively hereinafter referred to as “SELLER”); and _________________________________ (individually or collectively hereinafter referred to as “BUYER”); and ___________, a _______ corporation/limited liability company (hereinafter “FRANCHISEE”); and Dunkin’ Donuts Franchising LLC and/or Baskin-Robbins Franchising LLC as successor or the original contracting party (hereinafter collectively referred to as “FRANCHISOR”); and [use Real Estate Entities When Assigning a Sublease] DB REAL ESTATE ASSETS (I or II) LLC, (hereinafter collectively referred to as “LESSOR”) with its principal offices in Canton, Massachusetts.

RECITALS WHEREAS, the SELLER and BUYER wish to transfer ownership interest in all or part of the FRANCHISEE that owns and operates the franchise(s) set forth in paragraph 1.0 below;

WHEREAS, for the sake of convenience, the below-referenced franchised restaurant is individually hereinafter referred to as the “Restaurant”.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to the following:

AGREEMENT

SECTION I. TRANSFER OF FRANCHISE RIGHTS AND OBLIGATIONS. CHOOSE ONE OF THE TWO FOLLOWING SECTION 1.0 (1.1 & 1.2 SHOULD ALWAYS REMAIN) Use this 1.0 (and delete the other Section 1.0 immediately below this 1.0) if we are assigning Seller’s franchise agreement (1.1 and 1.2 remain): 1.0 SELLER hereby sells, transfers and assigns to BUYER all of SELLER’s rights, title and interest in each of the following franchise agreements (collectively the “Franchise Agreement”) between SELLER and FRANCHISOR. PC# Date of

Agreement Location of Restaurant Brand(s) Franchisee Entity

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SELLER jointly and severally hereby agrees to be bound by the provisions of the post-term restrictions set forth in the Franchise Agreement and to remain responsible for all fees, sums and other obligations of said Franchise Agreement that have accrued to date. BUYER hereby accepts this assignment and assumes and agrees to discharge all obligations of SELLER as FRANCHISEE under the Franchise Agreement, from and after the date hereof. All shareholders, partners, or members of BUYER shall personally guarantee BUYER’s obligations on the form attached hereto as Exhibit 1.0. All shareholders or members of BUYER shall execute the Certification of Agreement attached hereto as Exhibit 1.1. OR Use this 1.0 (and delete the other section 1.0 above) if we are terminating Seller’s franchise agreement (1.1 and 1.2 remain): 1.0 Termination of Existing Franchise Agreement and Execution of a new Franchise Agreement: The following Franchise Agreement(s) with FRANCHISOR are hereby terminated, effective on the date of this Agreement, provided, however, that SELLER shall continue to be bound by the post-term restrictions set forth in each such Franchise Agreement, for the period set forth therein. PC# Date of

Agreement Location of Restaurant Brand(s) Franchisee Entity

Simultaneously herewith, FRANCHISEE and FRANCHISOR shall execute a new Franchise Agreement for each Restaurant to be transferred pursuant to this Agreement (collectively the "Franchise Agreement") on FRANCHISOR's then current form and BUYER shall execute personal guarantees, for a term equal to the remaining balance of the term of SELLER's Franchise Agreement, unless otherwise agreed to in writing by a duly authorized executive of FRANCHISOR. 1.1 SELLER shall vacate the Premises on or before the date hereof and remove therefrom all of SELLER's personal property without damage to the Restaurant. 1.2 SELLER agrees to indemnify and hold harmless FRANCHISOR, their parents, subsidiaries, operating entities and affiliates, its successors and assigns, against any and all claims, liabilities or obligations arising out of or relating to SELLER's occupancy or operation of the Restaurant through the date of transfer. FRANCHISOR does not assume any obligations or liabilities which may have arisen during the course of SELLER's operation of the Restaurant. SECTION II. TRANSFER OF LEASE RIGHTS AND OBLIGATIONS. OR INTENTIONALLY OMITTED 2.0 The right, title and interest of SELLER in the following lease(s) (the "Lease") between LESSOR and FRANCHISEE, or FRANCHISEE’s predecessor in interest (the "LESSEE") for the Restaurant premises thereby demised, is terminated, effective the date hereof. A copy of the Lease, including all amendments and addenda thereto, is attached hereto and made a part hereof as Exhibit 2.0. PC # Date of (Sub)Lease Location of Restaurant Date of Expiration

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2.0.1 SELLER, waiving any right to notice of any default of FRANCHISEE and all other rights under the Lease in the event of default by FRANCHISEE, hereby agrees to indemnify and save LESSOR and FRANCHISOR harmless from any and all claims, demands, actions, causes of action, suits, proceedings, damages, liabilities, costs and expenses, of every nature whatsoever relating to the Lease, or the premises demised thereunder and herein assigned, through the remainder of the current term of the Lease; and 2.0.2 SELLER hereby agrees that LESSOR and FRANCHISEE may change, modify, or amend the Lease in any way, including the rental to be paid thereunder, and that amendments and assignments may be made without notice to or consent of SELLER and without in any manner releasing or relieving SELLER from liability under said Lease and SELLER agrees to remain liable under all the terms, covenants and conditions of the Lease as originally executed, or as amended, to the end of the current term thereof. 2.1 BUYER hereby agrees to execute and be bound by the terms of the Personal Guaranty of the Lease attached hereto as Exhibit 1.0. 2.2 FRANCHISEE hereby covenants with SELLER to pay the rent which may hereafter become due according to the terms of the Lease and to perform all the LESSEE’s duties and obligations contained in the Lease;

SECTION III. TRANSFER OF LEASE OPTION AGREEMENT RIGHTS AND OBLIGATIONS. OR INTENTIONALLY OMITTED

3.0 This section applies with respect to the Restaurant which FRANCHISOR does not lease or sublease to FRANCHISEE, but for which FRANCHISOR [or FRANCHISOR’s predecessor in interest], FRANCHISEE [or FRANCHISEE’s predecessor in interest] and the third-party landlord did enter into a Rider to Lease, Option to Assume Lease or Lease Option Agreement (collectively for the sake of convenience referred to as the “Option to Assume Lease”).

3.1 On the dates set forth below, FRANCHISEE [or FRANCHISEE’s predecessor in interest], as tenant, executed and delivered unto the Landlord(s), as described below, a lease of the premises of the Restaurant more particularly described in said lease(s). In addition, on the dates set forth below, the Landlord(s), FRANCHISEE [or FRANCHISEE’s predecessor in interest] and FRANCHISOR [or FRANCHISOR’s predecessor in interest] executed and delivered unto one another a Option to Assume Lease (a copy of which is attached hereto as Exhibit 3.1) granting FRANCHISOR certain rights with regard to the tenancy under the lease. SELLER, in consideration of the covenants herein contained, does hereby assign, transfer, and set over unto BUYER the Option to Assume Lease and all right, title and interest in or under the same; and BUYER hereby covenants with SELLER and FRANCHISOR to well and truly perform all the covenants and stipulations in the Option to Assume Lease contained, which are to be performed on the part of SELLER, as "Lessee". PC# Date of Lease Landlord(s) Location of Restaurant Date of Rider to

Lease/Option to Assume/Lease Option Agreement

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3.2 SELLER hereby covenants with FRANCHISOR and BUYER that the Option To Assume Lease is good and effectual at law and is not surrendered, forfeited or rendered void or voidable; and 3.3 SELLER represents and warrants to FRANCHISOR and BUYER that SELLER has obtained all consents by the Landlord(s) which may be required for the SELLER to transfer SELLER's shares in FRANCHISEE to BUYER. [Keep only if there is a Conditional Right to Re-Enter, otherwise delete all of section IV below.] SECTION IV. CONDITIONAL OPTION TO RE-ENTER. OR INTENTIONALLY OMITTED 4.0 SELLER is providing purchase money financing to BUYER and has requested the right, for and during the original, unextended term of SELLER’s purchase money financing agreement, to re-enter the Restaurant upon default by BUYER under the purchase money agreement with SELLER. FRANCHISOR grants SELLER a conditional option to re-enter the Restaurant upon default by BUYER under the purchase money financing agreement for the purpose and time period set forth in Section 4.2. Such option is exercisable only by compliance with this Agreement. Re-entry must occur no later than thirty (30) days after SELLER gives written notice to FRANCHISOR of BUYER's default, unless FRANCHISOR in writing permits additional time. The foregoing option is granted upon the following preconditions and re-entry shall not occur unless each of the following conditions shall have been satisfied in full by SELLER:

4.0.1 With respect to all Restaurant(s) that SELLER is selling to BUYER pursuant to the purchase money agreement with SELLER, SELLER shall cure all monetary and non-monetary defaults of BUYER under all agreements with FRANCHISOR, including, without limitation, each Franchise Agreement and (if applicable) Lease, without set-off or offset of any kind or nature, including, but not limited to, franchise fees, advertising fees, rent, tax escrow, percentage rent, collection fees, legal fees, interest, promissory note payments, equipment agreement payments and any and all other sums whatsoever owed to FRANCHISOR and/or LESSOR;

4.0.2 SELLER shall cure all deficiencies and violations, including, without limitation, standards, maintenance and contractual violations, at each Restaurant, no later than the date of re-entry. However, if any violation by its nature cannot be cured prior to re-entry, SELLER shall be deemed to have complied with this condition if SELLER pays into escrow with FRANCHISOR funds sufficient, in FRANCHISOR’s judgment, to cure the violations within a period of time and in a manner satisfactory to FRANCHISOR;

4.0.3 SELLER shall be solely responsible to lawfully obtain from BUYER all right and title to and possession of the Restaurant premises and all personal property situated therein. FRANCHISOR shall have a concurrent right, but not an obligation, to obtain such possession. SELLER shall reimburse FRANCHISOR for all costs and expenses (including reasonable attorney’s fees) incurred in obtaining possession of the premises or personal property for SELLER.

4.0.4 SELLER shall satisfy all then-current conditions and requirements for qualification as a franchisee (for all applicable brands) at each Restaurant, including, without limitation, satisfactory performance with respect to all franchisee qualification assessments, compliance with then-current staffing and training requirements, and satisfactory completion of all applicable brand training programs prior to and as a condition of re-entry;

4.0.5 SELLER shall execute a new franchise agreement in the form current at the time of re-entry, and an assumption of the lessee's rights and obligations under the Lease (if applicable), both for a term described in paragraph 4.2 below;

4.0.6 SELLER shall assume any and all debts and obligations of BUYER, incurred in connection with any and all agreements with FRANCHISOR, its operating companies, affiliates or subsidiary entities, or any third party to whom FRANCHISOR has guaranteed any financing or any other obligations of BUYER (if any), including, without limitation, the Franchise Agreement and (if applicable) Lease;

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4.1 FRANCHISOR has the right, but not the obligation, to cure any defaults of BUYER under BUYER’s purchase money financing agreement(s) with SELLER (hereinafter the "Financing") and assume BUYER’s obligations under the Financing, upon the original terms and conditions of said Financing, without acceleration of obligations, penalties, interest or additional obligations of any kind. In connection with such cure, FRANCHISOR may, at its sole option, pay off the full outstanding unpaid principal balance of the Financing, in which event SELLER will assign to FRANCHISOR all of its right, title and interest in the Financing. If FRANCHISOR cures such defaults and/or assumes the rights of SELLER or the obligations of BUYER under the Financing, the conditional option to re-enter granted to SELLER hereunder shall automatically and immediately extinguish and be of no further force and effect. FRANCHISOR shall have the right to recover from BUYER all principal, interest, costs of collection, attorney’s fees and other reasonable sums that FRANCHISOR pays to cure BUYER's default(s) under the Financing. 4.2 If SELLER shall timely perform all of the preceding terms and conditions, and if FRANCHISOR does not elect to exercise the rights granted to it in paragraph 4.1 above, SELLER shall have the right to re-enter the Restaurant: [SELECT WHICHEVER OF THE THREE OPTIONS IS APPROPRIATE UNDER THE CIRCUMSTANCES THEN DELETE THIS STATEMENT]

and to operate the Restaurant for the balance of the term of SELLER's respective Franchise Agreement(s).

and to operate the Restaurant for the term commencing with the date of re-entry and ending ______ ( ) days following the date of re-entry for the sole purpose of reselling the Restaurant to a new buyer approved by FRANCHISOR, but SELLER shall have no right to operate, or to permit others to operate, the Restaurant. If SELLER re-enters the Restaurant and fails to conclude a transfer of all such Restaurant within the lesser of (i) the original term of the purchase money financing agreement or (ii) the current remaining balance of the franchise term set forth in each Franchise Agreement to be purchased by BUYER pursuant to the purchase money agreement with SELLER, SELLER's rights under each re-entry franchise agreement and (if applicable) Lease shall automatically and immediately terminate without notice or demand by FRANCHISOR, and following expiration of such period SELLER shall promptly vacate the premises, remove SELLER's personal property therefrom, and peaceably surrender possession of the premises to FRANCHISOR.

for the sole purpose of enabling SELLER to resell the Restaurant to a new buyer approved by FRANCHISOR. If SELLER re-enters the Restaurant and fails to conclude a transfer of all Restaurant(s) covered by this Agreement within _________days following the date of re-entry, SELLER's rights under each re-entry franchise agreement and (if applicable) Lease shall automatically and immediately terminate without notice or demand by FRANCHISOR, and following expiration of such period SELLER shall promptly vacate the premises, remove SELLER's personal property therefrom, and peaceably surrender possession of the premises to FRANCHISOR. For the avoidance of doubt, SELLER shall not have the right to operate if SELLER re-enters.

4.3 Nothing herein shall create an obligation of FRANCHISOR to provide notice to SELLER of the status or performance of BUYER under BUYER's various agreements with FRANCHISOR. Nothing herein shall obligate FRANCHISOR to terminate BUYER's rights under any of BUYER's various agreements with FRANCHISOR or to take any action to limit SELLER's obligations hereunder. Nothing herein shall prevent or limit FRANCHISOR and BUYER from amending the Franchise Agreement(s) and/or (if applicable) the Lease or from entering into such other agreements regarding any Restaurant referenced herein as FRANCHISOR and BUYER may desire.

4.4 SELLER hereby agrees that any security interest, lien, claim or right now or hereafter asserted by SELLER, or the cash or non-cash proceeds thereof, shall be subject, junior and subordinate to any security interest, lien, claim or right with respect to the Restaurant, including but not limited to, all real and personal property and the proceeds thereof, now or hereafter asserted by FRANCHISOR, LESSOR (if applicable), or any third party to whom FRANCHISOR has guaranteed all or a portion of the obligations of BUYER (if any), or their respective successors or assigns.

4.5 This conditional option to re-enter and all rights granted hereunder to SELLER shall extinguish and be of no further force and effect upon the earlier of the expiration of the current Franchise Agreement(s) or BUYER’s payment in full to SELLER under the purchase money financing agreement with BUYER.

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SECTION V. MISCELLANEOUS PROVISIONS.

5.0 FRANCHISE DISCLOSURE. BUYER (each of them) represents and warrants to FRANCHISOR (a) that BUYER (each of them) received FRANCHISOR’S Franchise Disclosure Document (hereinafter referred to as “FDD”) at the first personal meeting with FRANCHISOR for the purpose of discussing a purchase of the Restaurant from SELLER, (b) that such receipt of the FDD was at least fourteen (14) calendar days (or such longer period as is required by state law) prior to the date hereof and (c) that BUYER received from FRANCHISOR all documents for execution by BUYER and FRANCHISOR at least seven (7) calendar days (or such longer period as is required by state law) prior to the date hereof.

5.0.1 This Agreement may be executed in multiple counter-parts, by facsimile or otherwise, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

5.1 NOTICE. All notices hereunder shall be made in writing, by certified prepaid private courier or certified mail, to the address set forth below or to such address as any party may notify the others pursuant hereto. Notices to FRANCHISOR shall be mailed to us c/o Dunkin’ Brands, Inc., as Manager, 130 Royall Street, Canton, MA 02021, Attention: Vice President-Operations. Notices to BUYER shall be mailed to the Restaurant. Notices to SELLER shall be mailed to: ____________________________________________, Seller Phone Number: __________________.

5.2 CONSTRUCTION OF THIS AGREEMENT. This Agreement shall be governed and construed by the laws of the Commonwealth of Massachusetts. If any term or provision of this Agreement or the application thereof to any person, entity or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons, entities or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. No waiver at any time of any of the provisions hereof by any party shall be construed as a waiver of any other provision hereunder or as a waiver at any subsequent time of the same provision. The captions of the sections and paragraphs of this Agreement are intended only as aids in locating provisions hereof, are not a part of the context hereof and shall be ignored in construing this Agreement.

5.3 ADDITIONAL ADVERTISING AGREEMENT OR INTENTIONALLY OMITTED.

BUYER acknowledges and agrees that the obligation to pay an Additional Advertising Fee for any of the Restaurants listed below currently subject to an Additional Advertising Fee is assumed by and is binding upon BUYER for the balance of the term of the applicable Additional Advertising Agreement. Please see BUYER’s Franchise Agreement for details.

5.3.1 PARTICIPATION AGREEMENT OR INTENTIONALLY OMITTED. Effective as of the date hereof, for any and all of the Restaurants being transferred pursuant to this Agreement, SELLER and FRANCHISOR hereby terminate any Participation Agreement (for K-Cups, packaged coffee and creamers) or for the RTD Program. SELLER acknowledges that effective as of the transfer of the Restaurant(s), the Participation Agreement is terminated and SELLER will not be eligible to receive any profit sharing payments made after the date of transfer, or any other rights under that Participation Agreement. If BUYER desires to enroll in the CPG Program and/or a RTD Program for any or all of the Restaurant(s) being transferred, BUYER (and all shareholders) must sign our Participation Agreement. CPG profit sharing payments are distributed to the franchisee of a qualified Restaurant as of the CPG Program record date for the semi-annual payments (generally approximately 8 weeks after the close of FRANCHISOR's first half and second half fiscal periods).

5.4 ASSIGNMENT OF CONTRACT OFFER(S) OR INTENTIONALLY OMITTED FRANCHISOR confirms to SELLER and BUYER that FRANCHISOR and, if applicable, its operating companies, subsidiaries or affiliates, have extended to SELLER certain rights under the Franchise Agreement(s) and LEASE(s), if any, contained in the contracts attached hereto as:

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PC# Type of Offer Date of Offer

FRANCHISOR hereby consents to the assignment of such Contract Offer(s) to BUYER, upon transfer of the Restaurant in accordance with FRANCHISOR’s customary procedures, documentation and other requirements.

5.5 CERTIFICATE OF RESOLUTION AND INCUMBENCY.

BUYER must execute a Certificate of Resolution and Incumbency on the same date as this Stock Transfer Agreement.

SECTION VI. GENERAL RELEASE

6.0 SELLER and FRANCHISEE (and each partner, member or shareholder of SELLER and FRANCHISEE), for and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, do hereby release, remise and forever discharge FRANCHISOR [and LESSOR], if applicable (all as described on page 1), their predecessors, successors and assigns, and any parent, subsidiaries and affiliated entitles, and their respective officers, directors, managers, members, agents, employees and representatives, past and present, of any and all of such entities of and from any and all claims, demands, causes of action, suits, debts, dues, duties, sums of money, accounts, reckonings, covenants, contracts, agreements, promises, damages, judgments, extents, executions, liabilities and obligations, both contingent and fixed, known and unknown, of every kind and nature whatsoever in law or equity, or otherwise, under local, state, or federal law, against any of them, which SELLER, FRANCHISEE or any one of them or their predecessors in interest, if any, every had, now have, or which they, their heirs, executors, administrators, successors, or assigns hereafter can, shall, or may have, for, upon, or by reason of, any matter, cause, or thing whatsoever, from the beginning of the world to the date of execution hereof.

6.1 Without limiting the generality of the foregoing, but by way of example only, the foregoing release shall apply to any and all state or federal antitrust claims or causes of action; state or federal securities law claims or causes of action; state or federal RICO claims or causes of action; breach of contract claims or causes of action; claims or causes of action based on misrepresentation or fraud; breach of fiduciary duty; unfair trade practices (state or federal); and all other claims and causes of action whatsoever.

6.2 SELLER (and each of them) further agrees for themselves and for their successors and assigns, to indemnify and hold harmless forever, FRANCHISOR [AND LESSOR], if applicable, their predecessors, successors and assigns, and any parent, subsidiaries and affiliated entities, and their respective officers, directors, managers, members, agents, employees and representatives, past and present, of any and all of such entities, against any and all claims or actions which hereafter may be brought or instituted against any or all of them, or their successors and assigns, by or on behalf of anyone claiming under rights derived from SELLER or FRANCHISEE, or any of them, and arising out of or incidental to the matters to which this release applies.

6.3 Any individual who signs this release in a representative capacity for SELLER hereby represents and warrants that he or she is duly authorized by action of the Board of Directors of SELLER corporation or Operating Agreement of SELLER’s limited liability company to execute this release on its behalf.

6.4 SELLER and FRANCHISEE hereby expressly waive all rights SELLER or FRANCHISEE may have or may claim to have under Section 1542 of the Civil Code of the State of California, or any similar law of any state or territory of the United States of America. Section 1542 provides as follows:

“1542 General Release; Extent. A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if

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known by himor her, would have materially affected his or her settlement with the debtor or released party.”

6.5 SELLER, FRANCHISEE and BUYER hereby assume joint and several liability for, and shall indemnify, protect, save, and keep harmless FRANCHISOR ENTITIES, their predecessors, successors and assigns, and any parent, subsidiaries and affiliated entities, and their respective officers, directors, managers, members, agents, employees and representatives, past and present, from and against, any and all claims, actions, suits, costs and expenses (including without limitation lawyers’ fees and expenses) of whatever nature imposed on, incurred by, or asserted against FRANCHISOR in any way relating to or arising out of the transfer of the Restaurants. SECTION VII. REPRESENTATIONS AND WARRANTIES BY SELLER, FRANCHISEE AND BUYER.

7.0 SELLER, FRANCHISEE and BUYER each represent and warrant to FRANCHISOR, and agree, that: FRANCHISOR did not participate in the planning for the transfer of the Restaurants; FRANCHISOR did not make any representations to SELLER, BUYER or any other agent or party that may represent them in the transfer of the Restaurants; and FRANCHISOR’s consent to the proposed transfer of the Restaurants shall neither be deemed FRANCHISOR’s participation in the transfer nor any undertaking, representation, or endorsement of the way in which the transfer was planned and implemented.

The prospect for success of the business venture undertaken by BUYER by virtue of the Franchise Agreement(s) is speculative and depends to a material extent upon BUYER's capability as an independent franchisee, as well as other factors. FRANCHISOR makes no representations or warranties as to the potential success of the business venture undertaken by BUYER hereby. BUYER represents and warrants that it has entered into this Agreement after making independent investigations of SELLER's business, and not in reliance upon any representation by FRANCHISOR as to sales or profits which BUYER might be expected to realize. BUYER further represents and warrants that FRANCHISOR and its representatives, employees or agents have made no representations to induce BUYER to acquire this franchise and execute this Agreement which are not expressly set forth herein.

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IN WITNESS WHEREOF, THE SAID PARTIES HERETO HAVE HEREUNDER SET THEIR HANDS AND SEALS ON THE DAY AND YEAR FIRST ABOVE WRITTEN.

(SELLER) ________________________________________ ______ _______________________________________ Witness, , Individually Print name:______________________________ _ ______ Witness, , Individually Print name:______________________________

(FRANCHISEE LEGAL ENTITY – PRE-TRANSFER ) ATTEST/WITNESS: CORP./LLC NAME _______________________________________ By:__________________________________________

, Secretary , President/Member

________________________________________ ______ ______________________________________ Witness, , Individually Print name:______________________________ ________________________________________ ______ ______________________________________ Witness, , Individually Print name:______________________________

(BUYER) ________________________________________ ______ ______________________________________ Witness, , Individually Print name:______________________________ _ ______ Witness, , Individually Print name:______________________________

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(FRANCHISEE LEGAL ENTITY – POST TRANSFER)

ATTEST/WITNESS: CORP. / LLC NAME _______________________________________ By:_______________________________________

, Secretary , President/Member ________________________________________ __________________________________________ Witness, , Individually Print name:______________________________ ________________________________________ ______ ____________________________________ Witness, , Individually Print name:______________________________

(FRANCHISOR) (LESSOR)

(Choose appropriate parties – delete where needed)

DUNKIN’ DONUTS FRANCHISING LLC BASKIN-ROBBINS FRANCHISING LLC DB REAL ESTATE ASSETS (I or II) LLC

By:______________________________________________

THIS AGREEMENT IS NOT BINDING ON FRANCHISOR/LESSOR UNTIL EXECUTED BY ITS AUTHORIZED REPRESENTATIVES

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LIST OF EXHIBITS

DELETE ANY EXHIBITS THAT DO NOT APPLY – EXHIBIT 1.0 AND 1.1 IS FOR ASSIGNMENTS ONLY Exhibit 1.0 - Personal Guarantee for each Franchise Agreement and/or Company-Leased Restaurant Lease Exhibit 1.1 - Certification of Agreement Exhibit 2.0 - Company-Leased Restaurant(s) -- A copy of each LEASE with all amendments Exhibit 3.1 - A copy of the Rider to Lease/Option to Assume Lease(s)/Lease Option Agreement(s) with the

SELLER’s lease (including all amendments) attached.

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Exhibit 1.0

PERSONAL GUARANTEE BY SHAREHOLDERS OR MEMBERS

The undersigned represent and warrant that they hold a direct or an indirect interest in ___________________ (“Franchisee”) organized under the laws of the State/Province of ________________ .

Waiving demand and notice, hereby, jointly and severally, we unconditionally guarantee the full payment and performance of all of the corporation's or limited liability company’s duties and obligations under the and personally agree that said shall be binding on each of us personally, as if each of us were the .

The undersigned, jointly and severally, agree that the may, without notice to or consent of the undersigned, (a) extend, in whole or in part, the time for payment or performance of any of the corporation's obligations under the ; (b) modify, with the consent of the corporation, its money or other obligations hereunder; or (c) settle, waive or compromise any claim of against the or any of the undersigned, all without in any way affecting the personal guarantee of the undersigned.

PC# Name of Corporation/LLC State of Organization

<all Shareholders/Members>

_________________________________________ Witness Print Name: _______________________________

_______________________________________________ , Individually

_________________________________________ Witness Print Name: _______________________________

_______________________________________________ , Individually

_________________________________________ Witness Print Name: _______________________________

_______________________________________________ , Individually

_________________________________________ Witness

Print Name: _____________________________

_______________________________________________ , Individually

Exhibit 1.1

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CERTIFICATION OF AGREEMENT

By signing below, you acknowledge that you received our Franchise Disclosure Document (“FDD”) and have had the opportunity to review it and obtain the advice of an attorney. Your answers to the questions below will provide us with an opportunity to correct any possible misunderstandings prior to entering into the attached agreement with you (“Agreement”). Therefore, your certification is important and we will act in reliance upon your answers below in signing the Agreement. Other than what is written in the Agreement or FDD, describe below any information provided by any employee or agent of our company that has influenced your decision to sign the Agreement. If the answer is “none,” please write “NONE” below. Other than the historical information that is provided in Items 7 or 19 (including the Notes sections) of our FDD, describe below any information provided by any employee or agent of our company about your future financial performance, including sales, costs or profits, that has influenced your decision to sign the Agreement. If the answer is “none,” please write “NONE” below.

If you do not complete and sign this page, we will not counter-sign the Agreement (or, if that has already taken place, we have the right to void the Agreement).

I certify that the above information is true, as of the same date as that on which the Agreement was signed.

FRANCHISEE:

Witness/Attest: ____________________________________ ___________________________________ By:__________________________________ ___________________________________ _____________________________________

Witness , individually Print Name: __________________________________ _____________________________________

Witness , individually Print Name: ___________________________________ _____________________________________

Witness , individually Print Name:

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03-2021 Exhibit G

[For Existing Restaurants Where DBI Assigned Right Of First Refusal Or Assignment Of Purchase Option Agreement]

OFFER LETTER

[date] [Name and Address] Re: [Brand] Restaurant PC # _______, [address] [Brand] Restaurant PC # _______, [address] [Brand] Restaurant PC # _______, [address] [Brand] Restaurant PC # _______, [address] Dear [name], As a follow-up to our discussion on [insert date], this Agreement is intended to summarize the deal terms regarding your agreement to purchase the above-referenced franchised restaurant(s) from [Baskin-Robbins Franchising LLC / Dunkin’ Donuts Franchising LLC] (for the sake of convenience hereinafter referred to as “FRANCHISOR”) or directly from a third party (“Seller”) under purchase rights controlled by FRANCHISOR: 1. Purchase Price: [delete or amend as needed] Initial Deposit (payable by bank or certified check): $ ______________ Amount to be financed _____________* Balance to be paid at closing (by bank or certified check) _____________

============ Total Purchase Price $____________ *By executing this Agreement, you certify to us that no more than ninety percent (90)% of the initial investment in the building, site and additional development, equipment, fixtures and signs for the Restaurant shall be financed, and that you have an affirmative obligation to advise us if the financing you obtain and select is not consistent with this requirement. 2A. Rights to Be Purchased

FRANCHISOR has the right to purchase the above-referenced restaurant(s) (each a “Restaurant”) from the Seller for $_______________, under the terms of the contract(s) attached hereto as Exhibit “A”. You also agree to pay us an additional $___________ for FRANCHISOR to assign to you its right to purchase the Seller’s assets for the above referenced Purchase Price, as provided in the contract(s) attached as Exhibit “A”, and to provide certain other benefits that are set forth herein. You agree to purchase the Restaurant(s) directly from the Seller and to comply with all terms, covenants and conditions applicable to the buyer in the contract(s) for sale, unless FRANCHISOR otherwise directs in writing. It is solely your obligation to perform all lien and judgment searches and any other due diligence with respect to the Seller and the Seller’s assets. You acknowledge that neither FRANCHISOR nor its agents have made any representation or warranty, express or implied, written or oral, to you with respect to any matter concerning the Restaurant(s), including without limitation its physical condition, the condition of any equipment located thereon, or the likelihood of its success. You acknowledge and agree that each Franchise Agreement is specific to one location only and does not grant you any geographical territory free from competition. Competition may result not only from

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other chains and independent restaurants but also from additional restaurants (or other distribution channels) that we now or in the future franchise, license or in which we engage in the vicinity of the Restaurant(s). You acknowledge and agree that we and our affiliates have the right to approve at any time the development and operation of new restaurants in the vicinity of the Restaurant(s) that may compete with the Restaurant(s) and that you must independently investigate all areas in the vicinity of the Restaurant(s) and assess competition which could result from such restaurants.

2B. [select which franchises apply] [Baskin-Robbins/Dunkin’] Franchise Agreement: You will sign

FRANCHISOR’ then-current Franchise Agreement with franchise term through ___________________. The Weekly Continuing Franchise Fee: The weekly continuing franchise fee for each brand at the Restaurant

premises is as follows: Baskin-Robbins: The Baskin-Robbins continuing franchise fee is five-point-nine percent (5.9%) of Gross

Sales. Dunkin’: The Dunkin’ continuing franchise fee is five-point-nine percent (5.9%) of all Dunkin’ Gross Sales. The Weekly Continuing Advertising Fee: The weekly continuing advertising fee is five-point-zero percent

(5.0%) of all Gross Sales for all brands at the premises, plus any greater percent agreed upon by a two-thirds majority of each brand’s franchisees in the market. Please see the Franchise Disclosure Document (“FDD”) for details.

The term Gross Sales, as used throughout this Agreement, is as the term is defined in the FDD. 2C. Remodel Requirements Remodel: You must remodel the Restaurant(s) to FRANCHISOR’ current standards, at your sole expense,

on or before the following dates: PC # Required Remodel Date

Please also see the sample FRANCHISOR Franchise Agreement that is included as an exhibit to the FDD. The Franchise Agreement also requires a refurbishment or remodel every five years.

2D. Training Requirements: Please see the FDD to determine the minimum number of persons from your

organization who must be certified as having successfully completed the applicable FRANCHISOR brand training programs, including the minimum number of certified shareholders who will sign the Franchise Agreement. If you do not already have the minimum number of certified people, the required number of persons must attend and pass all applicable training course(s) as a pre-condition of our approval of the transaction.

Continuing Training/Online Access Fee:

In addition to the Purchase Price, you will be required to pay an initial non-refundable online access fee of $__________ per Restaurant and thereafter an annual subscription fee, which is currently $__________ per Restaurant. These fees may change. These fees are not refundable. If you own and operate multiple Restaurants, you must continuously manage your network with a minimum number of individuals who have successfully completed our training program in order to meet operational standards. If your network needs

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to send people back through the New Franchisee Learning Path to meet these requirements, there will be a charge for each learner per class. Payment is due with the registration request.

2E. Marketing Start-Up Fee Requirements:

In addition to the Purchase Price, you agree to undertake promotional activities in the manner and to the extent that we prescribe in accordance with our Standards. We will advise you in writing of the manner and timing of payment of such activities. If we have established a minimum dollar expenditure for your Restaurant opening promotional activities, that amount will be set forth on the Contract Data Schedule of the Franchise Agreement.

3A. Lease: [use for each restaurant which FRANCHISOR will lease or sublease to the buyer]

At closing, you shall enter into FRANCHISOR’ (or its affiliate’s) then-current form lease of a Restaurant, for each of the premises set forth below (at our option, we may permit you to sign an assignment of an existing lease of a Restaurant, and the term “lease” in this section shall mean a new lease or assignment, as the case may be). The term and rents which you will be obligated to pay FRANCHISOR pursuant to each such lease are set forth below. In the event FRANCHISOR is a tenant under a prime lease or property owner of one or more of the premises below, then FRANCHISOR will lease or sublease such premises to you and you will be obligated, in addition to the payment of rent as described below, upon all of the same terms and conditions applicable to FRANCHISOR under the prime lease between FRANCHISOR and the landlord for each such Restaurant, including security deposits if required under the prime lease or by FRANCHISOR and all of FRANCHISOR’ obligations as tenant for payment to the Landlord of real property taxes and common area maintenance charges allocable to the premises. You acknowledge that all of the leasehold improvements and exterior signage at the premises will be ours and not yours.

PC #

Expiration Date

From

To

Monthly Base

Rent

vs

Percentage Rent % of

Gross Sales

vs vs vs vs vs

PC #

Expiration Date

From

To

Monthly Base

Rent

vs

Percentage Rent % of

Gross Sales

vs vs vs vs vs

PC #

Expiration Date

From

To

Monthly Base

Rent

vs

Percentage Rent % of

Gross Sales

vs vs vs

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4

vs vs

PC #

Expiration Date

From

To

Monthly Base

Rent

vs

Percentage Rent % of

Gross Sales

vs vs vs vs vs

PC #

Expiration Date

From

To

Monthly Base

Rent

vs

Percentage Rent % of

Gross Sales

vs vs vs vs vs

Real Estate Taxes: You must pay taxes monthly in advance. At this time, the payment for each such

Restaurant is set forth below, but is subject to adjustment when bills are received. If taxes are paid in advance of the tax period, you will need to establish a prepaid tax account at closing. We will inform you of the exact amount prior to closing.

PC # Amount

Common Area Maintenance and Other Charges: If FRANCHISOR is required to pay a common area

maintenance charge for any of the Restaurants which you will purchase, then you will be required to pay FRANCHISOR dollar for dollar for such charges by making a monthly advance payment of these charges for each such Restaurant. At this time, the required payment, which is subject to adjustment when bills are received, is as follows for each such Restaurant:

PC # Amount

3B. Third-Party Leases: [use if there is at least one restaurant which FRANCHISOR will not lease or sublease

to the buyer] FRANCHISOR is not a party to the following leases:

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PC #

Accordingly, you must take assignment of the current lease for each of the premises. Please carefully review each third-party lease to determine its terms and conditions. FRANCHISOR makes no representations regarding third-party leases, or their terms. Please refer to the copies of the attached leases for any questions, or rental terms. Because these are third party leases we make no representation regarding the accuracy or validity of the terms or conditions of these leases, or whether the lease was modified without FRANCHISOR’ knowledge.

4. Store Development Agreement [if applicable or Intentionally omitted

You also will sign a Store Development Agreement (“SDA”) on terms described in the FDD provided to you. It will require you to develop approximately ____ restaurants within a defined area to be set forth in the SDA. The initial payment for such SDA is [select -included in / in addition to] the purchase price due at or prior to closing.

5. Working Capital

Purchasing the above-referenced Restaurant(s) will necessitate start up costs for the business. [Add if necessary: Other working capital will likely be necessary for the development of additional restaurants within your territory granted in the SDA. Please refer to the FDD that you received.]

6. Failure to Close In reliance upon your promises in this Agreement, we, or our affiliate, will make substantial

financial and other commitments to purchase and/or lease the premises and/or to undertake development of the premises for delivery to you. You acknowledge and agree that these commitments far exceed the forfeitable deposits made by you and the deposits will not compensate us for any default by you under this Agreement. Consequently, you agree that, if you fail to perform or repudiate this Agreement for any reason, including your non-compliance with any other agreement with us or you are no longer approved for expansion in our system at the time of closing, (“Failure to Close”), we will retain your Initial Deposit(s) and you will compensate us in an amount equal to our out-of-pocket investment in or liability to third parties in connection with acquisition and/or development of the premises. This figure does not include consequential or incidental damages and we reserve our right to pursue all remedies available to us, at law or in equity, in the event a Failure to Close.

7. Miscellaneous [if necessary]: [Include here any special provisions of the deal not reflected above.] 8. General

Your obligation to purchase the Restaurant(s) is contingent upon your approval of the terms and conditions of this Agreement, FRANCHISOR’ standard form documentation, FRANCHISOR’ prime lease(s), if applicable, and your approval of the condition of the premises and all equipment located on such premises. You are hereby granted a period of time (the “Due Diligence Period”) commencing upon your receipt of this Agreement and ending on _______________ to satisfy yourself with respect to such matters. During the Due Diligence Period, FRANCHISOR shall reasonably cooperate to the extent it is able to make available to you, upon reasonable prior notice, access to the Restaurant(s) premises to enable such reasonable inspection, examination, investigation and appraisal, and access to any FRANCHISOR’ prime lease(s) for such premises. If at the end of the Due Diligence Period you wish to proceed to purchase the Restaurant(s), please acknowledge your acceptance of these terms by signing this letter and returning it with a certified, deposit check made out to Baskin-Robbins Franchising LLC or Dunkin’ Donuts Franchising LLC [choose applicable brand entity] in the amount of $___________. This deposit will be applied to the purchase price, or refunded to you if the FRANCHISOR Finance Department does not review and approve this deal, or if FRANCHISOR does not approve you to purchase the Restaurant(s). You agree, however, that that FRANCHISOR will retain your deposit as liquidated damages in all other cases, including without limitation if your failure to receive

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approval from a lender or us is due to any material misrepresentation or omission in your applications, or if you fail to complete the purchase of the Restaurant(s) after signing this Agreement.

[choose one of the following paragraphs and delete the other]

Please be advised that you can not execute this Agreement or provide any money to us before __________________(“Execution Date”), which is at least fourteen (14) calendar days (or such longer period as is required by state law) after the date you receive the current FDD, and at least seven (7) calendar days (or such longer period as is required by state law) after you receive this Agreement. If this Agreement is not returned to FRANCHISOR within five (5) calendar days of the Execution Date, with a certified check in the deposit amount referenced above, then FRANCHISOR’ may, at its sole discretion, rescind or void this Agreement and may offer the Restaurant(s) to another franchise prospect.

OR

Please be advised that you cannot execute this Agreement, sign any franchise or other agreement or provide any money to us until at least fourteen (14) calendar days (or such longer period as is required by state law) after the date you receive the current FDD, and at least seven (7) calendar days (or such longer period as is required by state law) after you receive this Agreement (“Execution Date”). If this Agreement is not returned to FRANCHISOR within five (5) calendar days of the Execution Date, with a certified check in the deposit amount referenced above, then FRANCHISOR’ may, at its sole discretion, rescind and void this Agreement and may offer the Restaurant(s) to another franchise prospect. You acknowledge receiving the FDD from us not less than fourteen (14) calendar days (or such longer period as is required by state law) prior to making any payments or signing this Agreement any other agreements for the Restaurant(s). This Agreement may be executed in multiple counter-parts, by facsimile or otherwise, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

The terms of this Agreement are contingent upon the approval of the FRANCHISOR’ Finance Department and, if not already completed, our approval of you as a FRANCHISOR’ franchisee based on our then current standards and qualification requirements. The sale will be completed in accordance with FRANCHISOR' usual and customary documentation and procedural requirements.

You may form an entity to enter into franchise documents (i.e. Store Development Agreement, Franchise Agreement and/or Lease) provided that the signatories hereto collectively hold 100% of the ownership rights in such entity. There are limitations on the words and letters that you may use as part of your entity name as well as the permitted purpose of your entity. Please see the Franchise Agreement in the FDD for details. For a fuller understanding of the terms of any FRANCHISOR requirements, please refer to the FDD that was provided to you. Please call me if you have any other questions. Once again, I appreciate your interest in this opportunity. Sincerely, DUNKIN’ DONUTS FRANCHISING LLC BASKIN-ROBBINS FRANCHISING LLC [delete as applicable] By: ___________________________

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Director of Business Development cc: Market Counsel Accepted and Agreed: [all individuals or shareholders must sign] ____________________________________________ ____________________ Print Name: _______________________, individually Date ____________________________________________ ____________________ Print Name: ______________________, individually Date

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5/24/17 v.03-2021 Exhibit H

Participant PC# (if known):

Restaurant Address (if known):

PARTICIPANT AGREEMENT

In connection with participation in our system at all times, whether as a franchisee, franchisee candidate, or their designee, including but not limited to the term of any applicable franchise agreement, the undersigned individual (“Participant”) may attend training programs at Dunkin’ Donuts Franchising LLC, and/or Baskin-Robbins Franchising LLC or their parent, subsidiary or affiliates (individually and or collectively referred to as “Franchisor”) training facilities and may attend training and/or mentoring programs at independently owned and operated franchised locations including co-operative manufacturing locations (“Host Franchisees”) and agrees to the following:

1. Participant acknowledges that s/he may receive confidential information, including, but not limited to Franchisor’s manuals and other materials. In order to protect the trade secrets, proprietary and confidential information, reputation and goodwill of Franchisor, Participant hereby agrees that s/he shall at all times treat all training classes/mentoring programs, seminars, meetings, manuals, materials, and any materials created for or approved for use in the operation of Franchisor’s businesses, and the information contained therein, as confidential, and shall use all reasonable efforts to maintain such materials and information as secret and confidential. Participant also agrees that s/he shall not at any time, without Franchisor’s prior written consent, copy, duplicate, record, or otherwise reproduce any materials or manuals supplied by Franchisor, in whole or in part, nor otherwise make the same available to any unauthorized person or disclose any such information to any unauthorized person. All manuals and materials at all times shall remain the sole property of Franchisor. Franchisor may from time to time revise the contents of any manuals and materials, and Participant expressly agrees to comply with each new or changed standard. Participant shall at all times ensure that their copy of any manuals and materials are kept current and up-to-date, and, in the event of any dispute as to the contents of any manuals and materials, the terms of the master copy maintained by Franchisor at its headquarters shall be controlling. The Participant acknowledges that affiliates and subsidiaries of the Franchisor to which the confidential information disclosed by the Franchisor relates is a third party beneficiary to this Agreement and has the right to enforce this Agreement.

2. For good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, Participant does hereby waive, release, remise and forever discharge Franchisor, its predecessors, successors and assigns, parent, subsidiaries and affiliated entities, and their respective managers, members, officers, directors, agents, employees and representatives, past and present, of and from any and all claims, demands, causes of action, suits, debts, dues, duties, sums of money, accounts, reckonings, covenants, contracts, agreements, promises, damages, judgments, extents, executions, liabilities and obligations, both contingent and fixed, known and unknown, of every kind and nature whatsoever in law or equity, or otherwise, under local, state, or federal law, against any of them which the Participant or their predecessors in interest ever had, now have, or which they, their heirs, executors, administrators, successors, or assigns hereafter can, shall, or may have, for, upon, or by reason of, any matter, cause, or thing whatsoever, from the beginning of the world through the date that the Participant’s applicable training and/or mentoring program is completed.

Without limiting the generality of the foregoing, but by way of example only, this waiver and release shall apply to all matters related to the Participant’s attendance at the Franchisor training program(s) and/or mentoring program(s). The Participant acknowledges that s/he has been advised by Franchisor that daily training activities may be demanding and require good physical health; that the nature of the training may impose special hazards to pregnant women; and that in the ordinary course of training the Participant may be exposed to strenuous physical activity, including without limitation, heavy lifting, rotating schedules, overtime hours, exposure to and inhalation of chemicals, and walking on wet or slippery floors. The Participant acknowledges that s/he has have been informed that the strenuous and physically demanding nature of some portions of the training impose a risk of extreme and excessive physical demands on trainees who are not in good physical health and/or condition or who are pregnant, including without limitation, persons with a history of back problems, leg problems, heart or other circulatory conditions or pulmonary (lung) problems. Due to the arduous and physically demanding nature of the training, the Participant has been advised to consult with his/her physicians before engaging in the training program and/or mentoring program. The Participant acknowledges that s/he has disclosed to Franchisor's Training Staff if s/he is pregnant or experiencing any health problems of a permanent or temporary nature which may affect participation in the training program and/or mentoring program, and, if temporary, have been offered the

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option of attending training/mentoring on alternative dates. The Participant acknowledges the possibility that the Participant may not fully know the number or magnitude of all the released claims, but nevertheless intends to assume the risk of attending and/or participating in the training and/or mentoring program(s) and is releasing those unknown claims. The Participant acknowledges that the Participant’s attendance at Franchisor’s training and/or mentoring program(s) is contingent upon the Participant’s execution of this Agreement.

3. The Participant further acknowledges and agrees that becoming a Dunkin’ or Baskin-Robbins franchisee requires the successful and timely completion of Franchisor’s initial training requirements, and that if s/he does not successfully and timely complete Franchisor’s initial training requirements, the Participant will not be granted a franchise (and any franchise agreement executed in anticipation of the timely and successful completion of training will be terminated). With regard to ongoing training, if the Franchisee does not successfully complete the training, Franchisor may require the Participant to undergo retraining, possibly at the franchisee’s cost. Franchisor reserves the right to dismiss from training anyone caught cheating on any quiz, test, or exam or otherwise in violation of Franchisor’s Student Expectations referenced below. Dismissal from training will constitute unsuccessful completion of training and may result in the loss of a franchise as described herein.

4. Participant agrees to read and abide by Franchisor’s Student Expectations, as amended from time to time, and understands that abiding by these rules allows trainers to maximize the efficiency and effectiveness of trainings. Participant further understands and agrees that his/her continued participation in Franchisor’s training and/or mentoring programs is dependent on adhering to the rules, regulations and training standards of Franchisor. Franchisor shall have sole discretion in determining sufficient cause for dismissal from training and to interpret Franchisor’s rules, regulations and training standards.

5. The Participant further agrees for themselves and for their successors and assigns, to indemnify and hold harmless forever, Franchisor, its predecessors, successors, and assigns, subsidiary and affiliated entities, and their respective managers, members, officers, directors, agents, employees and representatives, past and present, against any and all claims or actions which hereafter may be brought or instituted against any and all of them, or their successors and assigns, by or on behalf of anyone claiming under rights derived from the Participant, or any designee or employee of theirs who may attend the training and/or mentoring program(s), and/or arising out of or incidental to the matters to which this release applies.

With respect to the matters hereinabove released, the Participant knowingly waives all rights and protection, if any, under Section 1542 of the Civil Code of the State of California, or any similar law of any state or territory of the United States of America. Section 1542 provides as follows:

“1542 General Release; Extent. A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

6. Participant will indemnify, protect, defend and hold harmless Franchisor (and its parents, affiliates and subsidiaries) and the Host Franchisees whose locations are being used in Participant’s training and/or mentoring programs from and against any and all liabilities, claims, demands, damages, suits, costs, attorney’s fees, settlement costs and judgments which result from the negligent acts or willful misconduct of Participant.

7. Participant agrees that if s/he is injured while attending training and/or mentoring program(s) in a Host Franchisee’s location, then s/he will not make any claim against Franchisor (and its parents, affiliates and subsidiaries) or their Host Franchisee or his/her insurance policy.

8. In addition to all other confidentiality agreements between Franchisor and the Participant, the Participant also agrees that s/he will not divulge any confidential information that relates to Host Franchisees’ businesses, which s/he may obtain while in training/mentoring program(s) at Host Franchisees’ locations.

9. Without compensation to Participant, the Franchisor and its affiliates may reproduce, edit, display, copyright, publish, or otherwise use in perpetuity anywhere, in any medium throughout the world for business or any other lawful purposes, name of Participant and photographic likeness in photos and videos (which may include voice) taken at any time during the course of any training that I attend. Participant also consents to the use of any written text (including photo captions) relating to photos and videos. Participant waives any right he or she may have to review, approve or control the use of the photos, video or written text.

10. Participant holds harmless, releases and forever discharges Franchisor and its affiliates, officers, directors, employees, agents, successors and assigns, from all claims, demands, and causes of action relating to any use of the photos, videos or

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printed matter, including claims for libel, slander, invasion of privacy, copyright or trademark violation, right of publicity, or false light.

PARTICIPANT:

By: _______________________________

Print Name:

Address: ______________________________

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04-2019

Exhibit I-1 FOR USE WITH BROKERAGE TRANSACTIONS

PC ________

CONTRACT FOR SALE

This Contract for Sale (“Agreement”) is entered into on this ______ day of _________________ 20__ by and between the following parties. 1.

Transferor: [Dunkin’ Donuts Franchising LLC] [Baskin-Robbins Franchising LLC] (also referred to as “we”, “us” and “our”) Address: 130 Royall Street, Canton, MA 02021

Transferee: _______________________________ or an entity formed and owned 100% by Transferee (also referred to as “you” and ‘your”) Address: _____________________

_____________________ _____________________

2. SUBJECT MATTER OF SALE: The Transferor agrees to sell and the Transferee agrees to purchase the existing [Dunkin’] or

[Baskin-Robbins] franchised business(es) listed below: [FOR MULTIPLE RESTAURANTS INCLUDE PC#’S and LIST SEPARATELY]

Location of the business(es) (the “Premises” or “Restaurant”, or collectively the “Restaurants”): PC #: Brand:

Address: Terms: (a) Franchise Agreement:

PC # Term Expiration Date: ___________ (See Exhibit A for key financial terms)

(b) Sublease Agreement: PC # Term Expiration Date: ___________ (See Exhibit B)

(c) Equipment and Signs (if applicable) (see Exhibit C) (d) Store Development Agreement (if applicable) (see Exhibit D)

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You also will sign a Store Development Agreement (“SDA”) on terms described in the Franchise Disclosure Document (“FDD”) provided to you. It will require you to develop approximately ____ restaurants within a defined area to be set forth in the SDA. The initial payment for such SDA is [select -included in / in addition to] the purchase price due at or prior to closing.

(e) Inventory (if applicable) (see Exhibit E) DELETE EXHIBIT PAGES IF NOT APPLICABLE 3. PURCHASE PRICE: $_______________

Franchised Business(es) $ Initial Franchise Fee $ Store Development Agreement $ TOTAL $

[Add additional line items as necessary]

By executing this Agreement, you certify to us that no more than ninety percent (90)% of the initial investment in the building, site and additional development, equipment, fixtures and signs for the Restaurant has been financed (“Permitted Financing”).

4. TERMS OF PAYMENT: All payments must be made in certified check, wire transfer or attorney/title escrow accounts. Deposit: Due upon execution of this Agreement: $ __________________ If additional Deposits due prior to Closing, ADD as necessary or DELETE: Deposit Payment #1: Due upon the earlier of (i) [insert a DATE] or (ii) beginning construction, if applicable:

$ __________________

Deposit Payment #2: Due upon the earlier of (i) [insert a DATE] or (ii) ordering of signs and equipment, if applicable:

$ __________________ Balance Due at Closing: $ __________________ 5. CLOSING Closing will take place on [insert date]. The place of closing shall be at the Premises or at another location the parties agree to in writing. TIME IS OF THE ESSENCE. We may, at our option, defer the closing for reasons beyond our control.

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6. NO REPRESENTATIONS: You acknowledge and agree that neither we nor our representatives have made any representations of any kind regarding sales or profits that can be expected from the franchised Restaurants. You further acknowledge that, as part of your Franchise Agreement to be executed at Closing, we will require the signing of a Certification of any such representations made, if any, as a condition of closing on this transaction. You acknowledge and agree that each Franchise Agreement is specific to one location only and does not grant you any geographical territory free from competition. Competition may result not only from other chains and independent restaurants but also from additional restaurants (or other distribution channels) that we now or in the future franchise, license or in which we engage in the vicinity of the Restaurant(s). You acknowledge and agree that we and our affiliates have the right to approve at any time the development and operation of new restaurants in the vicinity of the Restaurant(s) that may compete with the Restaurant(s) and that you must independently investigate all areas in the vicinity of the Restaurant(s) and assess competition which could result from such restaurants. 7. GENERAL TERMS: Financing. If you are financing a portion of the purchase price, you must provide us with a letter of commitment from your lender no later than ten (10) days after you sign this Agreement. TIME IS OF THE ESSENCE. We are making financial and/or other commitments in reliance upon you meeting your obligations in a timely manner. If you do not meet this obligation, we may terminate this Agreement effective, upon notice to you, and retain any deposits or other payments you have made under this Agreement. Adjustments. At the closing, the following adjustments shall be made: rents, insurance premiums, taxes, betterments, electricity, gas, fuel and water, if applicable. Within thirty (30) days of closing, you shall ensure that all utility accounts have been transferred into your name and you will establish new deposit(s) if required by the utility company. In the event that you receive funds from the utility company that were paid by us, you shall reimburse us the amount received. Failure to Close. In reliance upon your promises in this Agreement, we, or our affiliate, will make substantial financial and other commitments. You acknowledge that these commitments far exceed the forfeitable deposits made by you and that the deposits will not compensate us for any default by you under this Agreement. Consequently, you agree that, if you fail to perform under, or repudiate this Agreement for any reason, including your non-compliance with any other agreement with us or you are no longer approved for expansion in our system at the time of closing, (collectively for the sake of convenience “Failure to Close”), (a) we will retain your deposit(s); and (b) you will compensate us in an amount equal to our out-of-pocket investment in or liability to third parties in connection with acquisition and/or development of the Premises; and (c) we retain the right to seek consequential and incidental damages and any other remedies available to us, at law or in equity. Taxes. You will be responsible for payment of all applicable taxes, if any, imposed by any taxing authority in connection with the sale of the franchised business(es), including any equipment and signs or inventory, with the exception of taxes related to our income. While this transaction is not a bulk

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transfer of Transferor’s assets within the meaning of the Uniform Commercial Code, you shall be solely responsible for payment of all the costs of sales, transfer and all other taxes imposed, whether state, city or municipal, incurred by us as a result of the transaction contemplated by this Agreement. Entire Agreement. This Agreement, and the documents referred to herein, shall be the entire, full and complete agreement between us and you concerning the subject matter hereof, and supersedes all prior agreements. No other representation has induced you to execute this Agreement. There have been no representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied herein, which are of any force or effect with reference to this Agreement or otherwise. This Agreement may not be modified except by a written instrument signed by both parties. Applicable Law. This Agreement shall be interpreted, construed and governed by the laws of the Commonwealth of Massachusetts. Notices. All notices under this Agreement shall be personally delivered, or sent by telecopier, or prepaid private courier, nationally recognized overnight mail courier, or certified mail to you at the address above or to us in care of the Legal Department, Dunkin’ Brands, Inc., as Manager, 130 Royall Street, Canton, Massachusetts 02021. Captions. The captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Agreement nor the intent of any provision thereof. Successors and Assigns. The terms, warranties and agreements herein contained shall bind and inure to the benefit of the respective parties hereto, and their respective legal representatives, successors and assigns. Notwithstanding the foregoing, Transferee shall have no right to assign its rights under this Agreement. Gender and Number. The gender and number used in this Agreement are used as a reference term only and shall apply with the same effect whether the parties are of the masculine or feminine gender, corporate or other form, and the singular shall likewise include the plural. Conditions of Closing. The terms of this Agreement are subject to approval in compliance with our then-current corporate approval policies. In the event this Agreement is not approved in compliance with such policies, then this Agreement shall, at our option, be null and void, and you shall be entitled to the return of any deposit, which shall be your sole remedy at law or in equity. – if signing a lease, purchasing the real estate add the following: Our performance under this Agreement is conditioned on us acquiring ownership of, or leasing or amending a lease, for the Premises and/or acquiring title to the franchised business at the Premises on terms satisfactory to us. Please be advised that you cannot execute this Agreement, sign any franchise or other agreement or provide any money to us until at least fourteen (14) calendar days (or such longer period as is required by state law) after the date you receive the current Franchise Disclosure Document (“FDD”), and at least seven (7) calendar days (or such longer period as is required by state law) after you receive this Agreement (the “Execution Date”). If this Agreement is not returned to Transferor within five (5)

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calendar days of the Execution Date, with a certified check in the deposit amount referenced above, then Transferor may, at its sole discretion, rescind or void this Agreement and may offer the Restaurant(s) to another franchise prospect. You acknowledge receiving the FDD from us not less than fourteen (14) calendar days (or such longer period as is required by state law) prior to making any payments or signing any agreements under this Agreement. This Contract for Sale may be executed in multiple counter-parts, by facsimile or otherwise, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have respectively signed and sealed these presents the day and year first above written. TRANSFEREE: [all individuals and/or shareholders must sign] ATTEST/WITNESS: [(INSERT NAME OF ENTITY, IF ANY] _____________________________ By: ___________________________________________

Print Name: _________________________________ Title: _____________________________________

Date: _______________________ _____________________________ _____________________________________ Print Name: ____________________, Individually Date: _______________________

_____________________________ _______________________________ Print Name: ____________________, Individually Date: _______________________ TRANSFEROR: BASKIN-ROBBINS FRANCHISING LLC

DUNKIN' DONUTS FRANCHISING LLC ___________________________________________ By: _____________________________________

Its: Director of Business Development

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EXHIBIT A KEY FINANCIAL TERMS

WEEKLY CONTINUING FRANCHISE FEE: 5.9% OF GROSS SALES

WEEKLY CONTINUING ADVERTISING FEE: 5.0% OF GROSS SALES

MARKETING START-UP FEE: In addition to the Purchase Price, you agree to undertake promotional activities in the manner and to the extent that we prescribe in accordance with our Standards. We will advise you in writing of the manner and timing of payment of such activities. If we have established a minimum dollar expenditure for your Restaurant opening promotional activities, that amount will be set forth on the Contract Data Schedule of the Franchise Agreement. CONTINUING TRAINING/ONLINE ACCESS FEE: In addition to the Purchase Price, you will be required to pay an initial non-refundable online access fee of $__________ per Restaurant and thereafter an annual subscription fee, which is currently $__________ per Restaurant. These fees may change. These fees are not refundable. If you own and operate multiple Restaurants, you must continuously manage your network with a minimum number of individuals who have successfully completed our training program in order to meet operational standards. If your network needs to send people back through the New Franchisee Learning Path to meet these requirements, there will be a charge for each learner per class. Payment is due with the registration request. ADDITIONAL ADVERTISING FEE*: __________________ (delete if not applicable) * If two-thirds of the restaurants in the designated market area (“DMA”) in which the Restaurant is located, or two-thirds of the restaurants in the continental United States, vote to support payment of Additional Advertising Fees for, respectively, a market-based or nationally-based program, you agree to pay such fees and your Restaurant will participate in that program.

REMODEL: _____________ OR [10 YEARS FROM THE DATE THE RESTAURANT RE-OPENS AFTER A REMODEL]

REFURBISHMENT: ______________ OR [5 & 15 YEARS FROM THE DATE THE RESTAURANT RE-OPENS AFTER A REMODEL] Please refer to the agreements listed as exhibits in the FDD for a better understanding of all other terms and conditions of the Franchise Agreement.

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EXHIBIT B

[IF ENTERING INTO A NEW SUBLEASE] Please refer to the sublease which is an exhibit to the FDD for a better understanding of all of the terms and conditions of the Sublease. This sublease is a “triple net lease” which means that all taxes, common area maintenance and other operating costs and charges, other than rent, will be passed through, dollar for dollar, to you under your sublease and must be paid by you in addition to your rent. Fixed Rent will be payable in monthly installments. The sublease will also be subject to all of the terms and conditions of any underlying lease between our affiliate and the property owner of the Premises (“Prime Lease”). The Prime Lease is attached hereto as Exhibit ____. Term: _______ ( ) years Rent:

From

Through

Fixed Yearly

Rent ($)

Fixed

Monthly Rent ($)

vs

Percentage Rent % of gross sales at the Premises, whichever is greater

Fixed Rent Commencment Date

Month 60 vs

Month 61 Month 120 vs

Month 121 Month 180 vs

Month 181 Month 240 vs

If this is a Sublease for a Baskin-Robbins Shop (and not a Dunkin’/Baskin-Robbins combo shop), in addition to the Fixed Rent provided for herein, you shall pay a $100 per month administrative fee with each monthly Fixed Rent payment. Fixed Rent does not include real estate taxes, common area charges or insurance. Percentage Rent. Rent is calculated on the Fixed Rent or ____% of gross sales, whichever is greater and paid monthly. Both retail and wholesale dollars will be used in the calculation. SELECT APPLICABLE RENT COMMENCEMENT DATE LANGUAGE AND DELETE INAPPLICABLE

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Fixed Rent Commencement Date. The earlier of five (5) days after the Term Commencement Date, as defined in the Sublease, or the day the Premises re-opens for business [or the Term Commencement Date]. Real Estate Tax: You will be responsible for payment of all real estate taxes. You will be required to pay a monthly real estate tax escrow. At this time, the real estate tax escrow payment has not yet been determined. Common Area Maintenance and other charges: This sublease is a “triple net sublease” which means that all taxes, common area maintenance and other operating costs and charges, other than rent, will be passed through, dollar for dollar, to you under your sublease and must be paid by you in addition to your rent. At this time, the annual amount for common area charges due under the Prime Lease for the Premises has not yet been determined.

Additional Rent: [if applicable] You will be required to pay all insurance charges, merchant’s association charges, security deposits required under the Prime Lease or under the Sublease and other costs which are payable as additional rent under the Prime Lease for the Premises, if any.

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EXHIBIT C EQUIPMENT AND SIGN LIST

Equipment, Signs (excluding exterior signage), and any other assets currently located at the Premises shall be transferred free and clear of all debts, mortgages, security interests or other liens or encumbrances except as otherwise provided in this Exhibit C. Title to all equipment will be transferred to you upon payment in full of the Purchase Price. All equipment will be in “as is but working condition”. We make no other representations or warranties expressed or implied of any kind about the equipment being provided. [Add the following if we purchase and install new equipment]: Any new equipment will be subject to the standard manufacturer’s warranty, if any.

[ ATTACH PROJECT SPECIFIC EQUIPMENT, SIGN, POS & FIXTURE LIST AND AN EQUIPMENT LIST MUST BE PROVIDED AT THE TIME OF CLOSING AND ATTACHED TO THE

BILL OF SALE AND INITIALED BY THE TRANSFEROR AND TRANSFEREE]

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EXHIBIT D [New SDA] As part of the transaction provided in this Agreement, you will sign a Store Development Agreement (the “SDA”) on terms described in the FDD provided to you. The SDA will require the development of ____ Dunkin’ and/or Dunkin’ /Baskin-Robbins Combo restaurants and the payment of Initial Franchise Fees all to be more specifically described in the SDA.

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EXHIBIT E

(Prime Lease)

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EXHIBIT F

(Inventory)

(strike, if inapplicable) INVENTORY. An inventory of the acceptable food stuffs and paper products at the restaurant shall be taken on the day of closing. Transferee shall purchase all usable and acceptable merchandise valued in accordance with the wholesale price lists in effect at the date of closing. Payment for such inventory shall be made in check by Transferor or assignee at the closing. LIST - To be provided at closing

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04-2019

Exhibit I-2 FOR USE WITH NEW CORPORATE DEVELOPED RESTAURANTS

PC ________

CONTRACT FOR SALE

This Contract for Sale (“Agreement”) is entered into on this ______ day of _________________ 20__ by and between the following parties. 1.

Transferor: [Dunkin’ Donuts Franchising LLC] [Baskin-Robbins Franchising LLC] (also referred to as “we”, “us” and “our”) Address: 130 Royall Street, Canton, MA 02021

Transferee: _______________________________ or an entity formed and owned 100% by Transferee (also referred to as “you” and ‘your”) Address: _____________________

_____________________ _____________________

2. SUBJECT MATTER OF SALE: The [Dunkin’] or [Baskin-Robbins] franchised business(es) listed below:

[FOR MULTIPLE RESTAURANTS INCLUDE PC#’S and LIST SEPARATELY]

Location of the business(es) (“Restaurant” or “Premises”): PC #: Brand: Address:

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties agree as follows: USE THIS lANGUAGE BELOW IF DBI IS DEVELOPING THE RESTAURANT AND PURCHASING THE EQUIPMENT: We, or one of our affiliates, will develop and equip the Premises as a [Dunkin’ and/or Baskin-Robbins] restaurant in accordance with our then current standards and specifications. Equipment shall include, but not be limited to, our approved electronic information system–(front of house POS and scanners and drive-thru price confirmation displays, if the restaurant has a drive-thru) and all furnishings, cabinetry, counters, shelving, etc. and signage (exterior and interior), menu boards and drive thru system including delivery and installation in accordance with our then current plans and specifications. Equipment shall also include March System (ie: cameras, DVR, software), required for your restaurant type under our brand Standards but shall exclude any additional equipment or enhanced security system. Should you choose to install a security system or any additional equipment, you shall bear the entire cost of the system or such equipment. Installation of any security system shall be coordinated with our Construction Manager assigned to the project. You acknowledge that all of the leasehold improvements and exterior signage will be our property and not yours.

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USE ALTERNATE LANGUAGE BELOW IF DBI IS DEVELOPING THE RESTAURANT BUT FRANCHISEE IS PURCHASING AND INSTALLING THE EQUIPMENT AND DELETE ABOVE: We, or one of our affiliates, will develop the Premises as a [Dunkin’ and/or Baskin-Robbins] restaurant in accordance with our then current standards and specifications. You will separately be responsible at your sole cost and expense for the purchase, delivery and installation of all equipment necessary for a [Dunkin’ /Baskin-Robbins] restaurant. Equipment shall include, but not be limited to, our approved electronic information system (front of house POS and scanners and drive thru price confirmation displays if the Restaurant has a drive-thru), and all furnishings, cabinetry, counters, shelving, etc. and interior signage/menu boards [add exterior signage if applicable], drive thru system, and DDT or March System (i.e., cameras, DVR, software) required for your restaurant type under our brand Standards, including delivery and installation in accordance with our standards. Should you choose to install a security system or any additional equipment, you shall bear the entire cost of the system or such equipment. You shall bear the entire cost of the equipment package and will retain ownership of this equipment package. Installation of the equipment package will be coordinated with our Construction Manager assigned to the project. You acknowledge that all of the leasehold improvements and exterior signage will be our property and not yours. Terms: (a) Franchise Agreement:

PC # Term / Expiration Date: ____________ (See Exhibit A)

(b) Sublease Agreement:

PC # Term / Expiration Date:_____________ (See Exhibit B)

(c) Equipment and Signs (if applicable) (see Exhibit C) (d) Store Development Agreement (if applicable) (see Exhibit D) 3. PURCHASE PRICE: $_________________

Franchised Business(es) $

Initial Franchise Fee $ Store Development Agreement $ TOTAL $

[Add additional line items as necessary (e.g. - Reimbursement of Development costs – attach list as Exhibit E]

By executing this Agreement, you certify to us that no more than ninety percent (90)% of the initial investment in the building, site and additional development, equipment, fixtures and signs for the Restaurant has been financed (“Permitted Financing”).

4. TERMS OF PAYMENT:

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All payments must be made in certified check, wire transfer or attorney/title escrow accounts. Deposit: Due upon execution of this Agreement: $ __________________ Deposit Payment #1: Due upon the earlier of (i) [insert a DATE] or (ii) beginning construction, if applicable:

$ __________________

Deposit Payment #2: Due upon the earlier of (i) [insert a DATE] or (ii) ordering of signs and equipment, if applicable:

$ __________________ Balance Due at Closing: $ __________________ 5. CLOSING: Closing will take place on the earlier of (i) _______________ or (ii) fourteen (14) days prior to the scheduled date of issuance of a Certificate of Occupancy or a Temporary Certificate of Occupancy for the Premises (“Closing”). The place of closing shall be at the Premises, at another location the parties agree to in writing or, if applicable, through the DocuSign electronic signature system.. TIME IS OF THE ESSENCE. We may, at our option, defer the closing date until development of the Premises has been completed. In no event shall the Restaurant open for business prior to the closing of the sale; provided however, the Restaurant must open to serve the public on the later of occur of (i) Closing Date and (ii) the date that is ten (10) days after issuance of a Certificate of Occupancy or a Temporary Certificate of Occupancy. 6. NO REPRESENTATIONS: You acknowledge and agree that neither we nor our representatives have made any representations of any kind regarding sales or profits that can be expected from the franchised business. You further acknowledge that, as part of your franchise agreement to be executed at Closing, we will require the signing of a Certification of any such representations made, if any, as a condition of closing on this transaction. 7. GENERAL TERMS: Financing. If you are financing a portion of the purchase price, you must provide us with a letter of commitment from your lender no later than ten (10) days after you sign this Agreement. TIME IS OF THE ESSENCE. We are making financial and/or other commitments in reliance upon you meeting your obligations in a timely manner. If you do not meet this obligation, Transferor may terminate this Agreement, upon notice to you, and retain any deposits or other payments you have made under this Agreement. Adjustments. At the closing, the following adjustments shall be made: rents, insurance premiums, taxes, betterments, electricity, gas, fuel and water, if applicable. Within thirty (30) days of closing, you shall ensure that all utility accounts have been transferred into your name and you will establish new deposit(s) if required by the utility company. In the event that you receive funds from the utility company that were paid by us, you shall reimburse us the amount received. Failure to Close. In reliance upon your promises in this Agreement, we, or our affiliate, will make substantial financial and other commitments.You acknowledge that these commitments far exceed the forfeitable deposits made by you and the deposits will not compensate us for any default by you under this Agreement. Consequently, you agree that, if you fail to perform under, or repudiate, this Agreement for any reason,

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including your non-compliance with any other agreement with us or you are no longer approved for expansion in our system at the time of closing, (collectively for the sake of convenience “Failure to Close”), (a) you will compensate us in an amount equal to our out-of-pocket investment in or liability to third parties in connection with acquisition and/or development of the Premises, and (b) we retain the right to seek consequential or incidental damages and any other remedies available to us, at law or in equity. [Delete the following paragraph if this restaurant will be included in the Transferee’s SDA]: No Grant of Exclusivity. You acknowledge and agree that each Franchise Agreement is specific to one location only and does not grant you any geographical territory free from competition. Competition may result not only from other chains and independent restaurants but also from additional restaurants (or other distribution channels) that we now or in the future franchise, license or in which we engage in the vicinity of the Restaurant(s). You acknowledge and agree that we and our affiliates have the right to approve at any time the development and operation of new restaurants in the vicinity of the Restaurant(s) that may compete with the Restaurant(s) and that you must independently investigate all areas in the vicinity of the Restaurant(s) and assess competition which could result from such restaurants. Taxes. You will be responsible for payment of all applicable taxes, if any, imposed by any taxing authority in connection with the sale of the franchised business(es), including any equipment and signs or inventory, with the exception of taxes related to our income. While this transaction is not a bulk transfer of Transferor’s assets within the meaning of the Uniform Commercial Code, you shall be solely responsible for payment of all the costs of sales, transfer and all other taxes imposed, whether state, city or municipal, incurred by us as a result of the transaction contemplated by this Agreement. Entire Agreement. This Agreement, and the documents referred to herein, shall be the entire, full and complete agreement between us and you concerning the subject matter hereof, and supersedes all prior agreements. No other representation has induced you to execute this Agreement. There have been no representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied herein, which are of any force or effect with reference to this Agreement or otherwise. This Agreement may not be modified except by a written instrument signed by both parties. Applicable Law. This Agreement shall be interpreted, construed and governed by the laws of the Commonwealth of Massachusetts. Notices. All notices under this Agreement shall be personally delivered, or sent by telecopier, or prepaid private courier, nationally recognized overnight mail courier, or certified mail to you at the address above or to us in care of the Legal Department, Dunkin’ Brands, Inc., as Manager 130 Royall Street, Canton, Massachusetts 02021. Captions. The captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Agreement nor the intent of any provision thereof. Successors and Assigns. The terms, warranties and agreements herein contained shall bind and inure to the benefit of the respective parties hereto, and their respective legal representatives, successors and assigns. Notwithstanding the foregoing, Transferee shall have no rights to assign its rights under this Agreement without Transferor’s prior written consent. Transfer and Transfer Fee: We entered into this Agreement based on the qualifications of your owners and you. Any direct or indirect transfer of your interest in this Agreement requires our prior written consent, which we will not unreasonably withhold. We may withhold consent if a proposed transferee does not meet our then-current criteria, if you have not satisfied all of your outstanding obligations to us, if the Restaurant and Premises are not in compliance with our brand standards, or if we believe that the sale price of the interest to be

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conveyed is so high, or the terms of sale so onerous, that it is likely the transferee would be unable to properly operate, maintain, upgrade and promote the Restaurant and meet all financial and other obligations to us and to third parties. At the time of transfer, you and all of your shareholders, partners and members must execute a general release of us and our parent and affiliates, in our then-current standard form. If after an approved transfer, a shareholder, member or partner no longer has an interest in the franchised business, then such party is relieved of further obligations to us under the terms of this Agreement, except for money obligations through the date of transfer. At transfer, you must pay us a Transfer Fee as provided for in Section 13.2.1 and 13.2.2 of the franchise agreement contained in our then current Franchise Disclosure Document. Gender and Number. The gender and number used in this Agreement are used as a reference term only and shall apply with the same effect whether the parties are of the masculine or feminine gender, corporate or other form, and the singular shall likewise include the plural. Conditions of Closing. The terms of this Agreement are subject to approval in compliance with our then-current corporate approval policies. In the event this Agreement is not approved in compliance with such policies, then this Agreement shall, at our option, be null and void, and you shall be entitled to the return of any deposit, which shall be your sole remedy at law or in equity. Our performance under this Agreement is conditioned on us acquiring ownership of or a lease for the Premises. The parties hereto expressly agree that the terms and conditions of this Agreement shall survive Closing. Please be advised that you cannot execute this Agreement, sign any franchise or other agreement or provide any money to us until at least ____________(the “Execution Date”) which is at least fourteen (14) calendar days (or such longer period as is required by state law) after the date you receive the current Franchise Disclosure Document (“FDD”), and at least seven (7) calendar days (or such longer period as is required by state law) after you receive this Agreement. If this Agreement is not returned to Transferor within five (5) calendar days of the Execution Date, with a certified check in the deposit amount referenced above, then Transferor may, at its sole discretion, rescind or void this Agreement. You acknowledge receiving the FDD from us not less than fourteen (14) calendar days (or such longer period as is required by state law) prior to making any payments or signing any agreements under this Agreement. This Contract for Sale may be executed in multiple counter-parts, by facsimile or otherwise, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have respectively signed and sealed these presents the day and year first above written. TRANSFEREE: ATTEST/WITNESS: [(INSERT NAME OF ENTITY, IF ANY] _____________________________ By: _____________________________________

Print Name: _________________________________ Title: _____________________________________

Date: _______________________ _____________________________ _____________________________________

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Print Name: ____________________, Individually Date: ________________________

_____________________________ _______________________________ Print Name: ____________________, Individually Date: _________________________

TRANSFEROR: BASKIN-ROBBINS FRANCHISING LLC

DUNKIN' DONUTS FRANCHISING LLC

___________________________________________ By: _____________________________________

Its: Director of Business Development

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EXHIBIT A KEY FINANCIAL TERMS

WEEKLY CONTINUING FRANCHISE FEE: 5.9% OF GROSS SALES

WEEKLY CONTINUING ADVERTISING FEE: 5.0% OF GROSS SALES

MARKETING START-UP FEE: In addition to the Purchase Price, you agree to undertake promotional activities in the manner and to the extent that we prescribe in accordance with our Standards. We will advise you in writing of the manner and timing of payment of such activities. If we have established a minimum dollar expenditure for your Restaurant opening promotional activities, that amount will be set forth on the Contract Data Schedule of the Franchise Agreement. CONTINUING TRAINING/ONLINE ACCESS FEE: In addition to the Purchase Price, you will be required to pay an initial non-refundable online access fee of $__________ per Restaurant and thereafter an annual subscription fee, which is currently $__________ per Restaurant. These fees may change. These fees are not refundable. ADDITIONAL ADVERTISING FEE: __________________ (delete if not applicable) * If two-thirds of the restaurants in the designated market area (“DMA”) in which the Restaurant is located, or two-thirds of the restaurants in the continental United States, vote to support payment of Additional Advertising Fees for, respectively, a market-based or nationally-based program, you agree to pay such fees and your Restaurant will participate in that program.

REMODEL: 10 YEARS FROM THE DATE THE RESTAURANT OPENS

REFURBISHMENT: 5 & 15 YEARS FROM THE DATE THE RESTAURANT OPENS Please refer to the agreements listed as exhibits in the FDD for a better understanding of all other terms and conditions of the Franchise Agreement.

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EXHIBIT B

Please refer to the sublease which is an exhibit to the FDD for a better understanding of all of the terms and conditions of the Sublease. This sublease is a “triple net lease” which means that all taxes, common area maintenance and other operating costs and charges, other than rent, will be passed through, dollar for dollar, to you under your sublease and must be paid by you in addition to your rent. Fixed Rent will be payable in monthly installments. The sublease will also be subject to all of the terms and conditions of any underlying lease between our affiliate and the property owner of the Premises (“Prime Lease”). The Prime Lease is attached hereto as Exhibit E. Term: _______ ( ) years Rent:

From

Through

Fixed Yearly

Rent ($)

Fixed Monthly

Rent ($)

vs

Percentage Rent: % of gross sales at the Premises, whichever is

greater

Fixed Rent Commencement Date

Month 60 vs

Month 61 Month 120 vs

Month 121 Month 180 vs

Month 181 Month 240 vs

If this is a Sublease for a Baskin-Robbins Shop (and not a Dunkin’ /Baskin-Robbins combo shop), in addition to the Fixed Rent provided for herein, you shall pay a $100 per month administrative fee with each monthly Fixed Rent payment. Fixed Rent does not include real estate taxes, common area charges or insurance. Percentage Rent. Rent is calculated on the Fixed Rent or ____% of gross sales, whichever is greater and paid monthly. Both retail and wholesale dollars will be used in the calculation. SELECT APPLICABLE RENT COMMENCEMENT DATE LANGUAGE AND DELETE INAPPLICABLE Fixed Rent Commencement Date. The earlier of five (5) days after the Term Commencement Date, as defined in the Sublease, or the day the Premises opens for business [or the Term Commencement Date]. Real Estate Tax: You will be responsible for payment of all real estate taxes. You will be required to pay a monthly real estate tax escrow. At this time, the real estate tax escrow payment has not yet been determined.

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Common Area Maintenance and other charges: This sublease is a “triple net sublease” which means that all taxes, common area maintenance and other operating costs and charges, other than rent, will be passed through, dollar for dollar, to you under your sublease and must be paid by you in addition to your rent. At this time, the annual amount for common area charges due under the Prime Lease for the Premises has not yet been determined.

Additional Rent: [if applicable] You will be required to pay all insurance charges, merchant’s association charges, security deposits required under the Prime Lease or under the Sublease and other costs which are payable as additional rent under the Prime Lease for the Premises, if any. [USE EITHER VERSION OR A MODIFIED VERSION TO INCLUDE RECOVERY OF DEVELOPMENT COST] The Fixed Rent herein set forth was determined based in part upon an estimate that after substantial completion of the construction of the Restaurant and other improvements on the Premises, our Total Cost shall equal ______________________________________________ Dollars ($_____________). Upon determination, we shall promptly notify you of our actual Total Cost and if such actual Total Cost varies from the estimate set forth above, the Annual Fixed Rent shall be appropriately increased or decreased by an amount equal to ___________________________________ percent (_____%) of the difference between the out actual Total Cost and the estimate set forth above. Any payment due for retroactive adjustments to rentals previously paid shall be paid to or from us no later than thirty (30) days after the date of our notice, except that we may apply any refund of excess rentals first to outstanding receivables from Transferee, if any. For the purpose of this Agreement, “Total Cost” is defined as including any and all land and contract costs, including the cost of site improvements, leasehold improvements, building construction, architectural, engineering and legal expenses (including the cost of title insurance, opinions, closing and permit costs), pre-opening rent and taxes, financing and interest costs incurred during the development of the Restaurant, internal costs allocated to the Restaurant, and any other reasonable costs related to the Premises incurred by us. If costs for architectural and legal expenses, pre-opening and rent and taxes, financing and interest costs exceed _________________________________ Dollars ($_____________), such excess will be itemized and submitted to you, upon request. [OR] You shall also pay to us, as additional rent, the Total Cost of development of the Restaurant. Total Cost is defined as including any and all land and contract costs, including the cost of site improvements, leasehold improvements, building construction, architectural, engineering and legal expenses (including the cost of title insurance, opinions, closing and permits costs) pre-opening rent and taxes, financing and interest costs incurred during development of the Restaurant, internal costs allocated to the Restaurant, and any other reasonable cost related to the Premises incurred by us. You agree to pay the Total Costs of development of the Restaurant as follows: (i) ninety percent (90%) of the estimated amount of Total Costs of development shall be paid on or before delivery of possession of the Premises to you; and (ii) the balance of the actual amount of Total Costs of development shall be paid within ten (10) days of your receipt of demand from us. We shall determine and bill you for the balance of the actual amount of Total Costs of development promptly after we receive all invoices relating to such actual Total Costs.

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EXHIBIT C EQUIPMENT AND SIGNAGE

If, pursuant to Paragraph 2 above, we are developing and equipping the Premises, the equipment, signs (excluding exterior signage), and any other assets currently located, or to be installed by us, at the Premises (excepting leasehold improvements) shall be transferred to you free and clear of all debts, mortgages, security interests or other liens or encumbrances except as otherwise provided in this Exhibit C. Title to all such equipment will be transferred to you upon your payment in full to us of the Purchase Price. All such equipment will be new and will be guaranteed by the manufacturer under the manufacturer’s standard warranty, if any. If, pursuant to Paragraph 2 above, we are developing the Premises but you are equipping the Premises, the terms of Paragraph 2 shall control.. We shall provide you with ____ (months days) prior written notice of the date on which the Premises will be ready for you to instal the equipment. In the event that you fail to install the equipment within ___________ days from such written notice, you will be in default of this Agreement and we will have the right to immediately terminate this Agreement upon written notice to you and retain your deposits paid to us. And in the event we terminate this Agreement, we may proceed to develop the site and franchise it to a third party, and you will be barred from bringing any claim or cause of action alleging impact to another restaurant developed or operated by you with respect to the restaurant that is the subject of this Agreement. (OPTIONAL LANGUAGE TO USE OR DELETE) The Purchase Price set forth in the Agreement to which this Exhibit C is attached is based in part on our original estimate of $_______________to equip the Premises in accordance with this Exhibit C. In the event that (i) as of the opening date, we require additional equipment to be included in the equipment package so as to ensure the Restaurant will satisfy our then-current brand standards, or (ii) the cost that we actually incur to equip the Premises in accordance with this Exhibit C is more or less than the estimate set forth above, or (iii) you request of us in writing change(s) or additions to the planned equipment package (noting that the Restaurant must in all instances satisfy brand standards), then (a) if the cost we actually incur is more than the estimate set forth above, we will notify you of such additional amount, and such additional amount will be added to the Purchase Price at Closing, and (b) if the cost we actually incur is less than the estimate set forth above, we will notify you of such lesser amount, and such lesser amount will be deducted from the Purchase Price at Closing.

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EXHIBIT D [Existing SDA, choose:] You acknowledge and agree that the Premises being developed by us and offered for sale to you is within your territory under a Store Development Agreement (SDA) dated ___________, and you consent to the development. The parties acknowledge that this development and sale shall be credited to satisfy one of your obligations to develop a Dunkin’ and/or Baskin-Robbins Restaurant under the SDA. Further, as an inducement to us to make substantial financial commitments to develop the site and offer it to you, you agree that any failure by you to close on this transaction, as required by this Agreement, will be a default under both this Agreement and the SDA. Such default will be deemed a termination of the SDA, and loss of all your rights and monies paid thereunder without any further notices or action required by us. In that event, we may proceed to develop the site and offer it to another franchisee without objection by you as to territory or encroachment, if any, on any other restaurants owned by you. [OR] [New SDA, choose:] As part of the transaction provided in this Agreement, you will sign a Store Development Agreement (the “SDA”) on terms described in the FDD provided to you. The SDA will be site specific and will require you to purchase from Transferor and open _____Dunkin’ and/or Baskin-Robbins Restaurants within a defined area as outlined in the terms and conditions attached hereto and further described in the SDA. An Initial Franchise Fee of $_____________ for the SDA will be payable as provided in the SDA. The parties acknowledge that your purchase of the Dunkin’ and/or Baskin-Robbins Restaurant to be developed at the Premises will be credited to satisfy your obligations to develop a Dunkin’ and/or Baskin-Robbins Restaurant under the SDA. Further, as an inducement to us to make substantial financial commitments to develop the site and offer it to you, you agree that any failure by you to close on this transaction, as required by this Agreement, will be a default under both this Agreement and the SDA. Such default will be deemed a termination of the SDA and loss of all of your rights and monies paid thereunder without any further notices or action required by us. In that event, we may proceed to develop the site and offer it to another franchisee without objection by you as to territory or encroachment, if any, on any other restaurants owned by you.

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EXHIBIT E

(Prime Lease)

368

v. 03-2021

Exhibit J

TERMINATION AGREEMENT This TERMINATION AGREEMENT dated below, is made and executed between the Undersigned and Franchisor and, if applicable, Lessor, as defined below.

(“Franchisor”)

(“Undersigned”)

Entity and all individuals signing below (collectively “Undersigned”)

(“Lessor”)

(“Premises”)

PC#:

DATE:

RECITALS

The parties desire to terminate a Franchise Agreement dated between Franchisor and the Undersigned (hereinafter the “Franchise Agreement”) relating to the Premises set forth above.

The Franchise Agreement expired on and the Undersigned continued to operate the shop pursuant to the Franchise Agreement on a month-to-month basis thereafter.

The parties desire to terminate a Sublease dated between Lessor and the Undersigned (hereinafter the “Sublease”) relating to the Premises set forth above.

The Sublease expired on and the Undersigned continued to operate the shop pursuant to the Sublease on a

month-to-month basis thereafter. This Agreement also provides for a release by the Undersigned of Franchisor and, if applicable, Lessor. NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree to the following:

AGREEMENT 1. The Franchise Agreement is hereby terminated effective,

The Sublease is hereby terminated effective ,

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Page 2 of 3 V03-2021

The Franchise Agreement and Sublease are hereby terminated effective ,

provided, however, that the UNDERSIGNED shall continue to be bound by the post-term restrictions and covenants set forth in the Franchise Agreement, for the periods set forth therein. 2. The Undersigned shall:

Vacate the Premises on or before and remove therefrom all of the Undersigned’s personal property without damage to the Premises.

De-identify the Premises within ten (10) days in accordance with Franchisor’s De-Identification Checklist, which is attached hereto and made a part hereof and remove all of the Undersigned’s personal property without damage to the Premises

3. The Undersigned (and each of them), individually and for itself, its parents, subsidiaries, affiliates, agents, servants, employees,

shareholders, members, officers, directors, partners, heirs, successors and assigns, do each hereby forever release, remise and discharge Franchisor (and Lessor in the event the Sublease is being terminated pursuant to this Agreement), their predecessors (including those entities defined above), successors and assigns, parents, subsidiaries and affiliated entities and their respective managers, members, officers, directors, agents, employees and representatives, past and present, of any and all of such entities, of and from any and all claims, demands, causes of action, suits, debts, dues, duties, sums of money, accounts, reckonings, covenants, contracts, agreements, promises, damages, judgments, extents, executions, liabilities and obligations, both contingent and fixed, known and unknown, of every kind and nature whatsoever in law or equity, or otherwise, under local, state, or federal law, against any of them, which the Undersigned or any one of them or their predecessors in interest, if any, ever had, now have, or which they, their heirs, executors, administrators, successors, or assigns hereafter can, shall, or may have, for, upon, or by reason of, any matter, cause, or thing whatsoever, from the beginning of the world to the date of these presents.

4. Without limiting the generality of the foregoing, but by way of example only, the foregoing release shall apply to any and all

state or federal antitrust claims or causes of action; state or federal securities law claims or causes of action; state or federal RICO claims or causes of action; breach of contract claims or causes of action; claims or causes of action based on misrepresentation or fraud; breach of fiduciary duty; unfair trade practices (state or federal); and all other claims and causes of action whatsoever.

5. The Undersigned (and each of them) further agree for themselves and for their successors and assigns, to indemnify and hold

harmless forever, Franchisor (and Lessor in the event the Sublease is being terminated pursuant to this Agreement), their predecessors, successors and assigns, parent, subsidiaries and affiliated entities and their respective managers, members, officers, directors, agents, employees and representatives, past and present, against any and all claims or actions which hereafter may be brought or instituted against any or all of them, or their successors and assigns, by or on behalf of anyone claiming under rights derived from the Undersigned, or any of them, and arising out of or incidental to the matters to which this release applies.

6. The Undersigned and Franchisor (and Lessor in the event the Sublease is being terminated pursuant to this Agreement) agree

that this release is not intended nor shall it be construed as an admission of any wrongdoing or liability and that it shall not be admissible in evidence in any suit or proceeding whatsoever as evidence or admission of any liability.

7. Any individual who signs this release in a representative capacity for the Undersigned corporation and/or Limited Liability Company hereby represents and warrants that he or she is duly authorized by action of the Board of Directors and/or the Operating Agreement of the Limited Liability Company of the Undersigned entity to execute this release on its behalf.

8. With respect to the matters hereinabove released, the Undersigned knowingly waive all rights and protection, if any, under

Section 1542 of the Civil Code of the State of California, or any similar law of any state or territory of the United States of America. Section 1542 provides as follows:

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Page 3 of 3 V03-2021

1542 General Release; Extent. A general release does not extend to claims that thecreditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

NOTICES All notices hereunder shall be made in writing, by certified mail or overnight courier, to the address set forth below or to such address as any party may notify the others pursuant hereto.

If to Franchisor, to us: c/o Dunkin’ Brands, Inc., as Manager 130 Royall Street Canton, MA 02021 Attention: Vice President-Operations.

If to Lessor, to us: c/o Dunkin’ Brands, Inc., as Manager 130 Royall Street Canton, MA 02021 Attention: Manager, Corporate Real Estate

If to Undersigned, to: ____________________________________________ ____________________________________________ ____________________________________________

Additional Provisions

This TERMINATION AGREEMENT may be executed in multiple counter-parts, by facsimile or otherwise, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, THE PARTIES, BY THEIR UNDERSIGNED REPRESENTATIVE(S), HEREBY EXECUTE THIS TERMINATION AGREEMENT. Undersigned:

By: _______________________________________ , President __________________________________________ , Individually Franchisor/Lessor By:________________________________________

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3-2021 Exhibit K

SAMPLE PC ___________

GENERAL RELEASE THIS GENERAL RELEASE is made this _______ day of ___________________, 20__.

WITNESSETH: ____________________________________, a resident(s) in the State of ________________________, and ________________________________, a _________________________corporation/limited liability company having its principal place of business at ________________________________________________________ (each of the foregoing being collectively referred to herein as the “UNDERSIGNED”) for and in consideration of the sum of One Dollar ($1.00) paid to them by BASKIN-ROBBINS FRANCHISING LLC and/or DUNKIN’ DONUTS FRANCHISING LLC and other good and valuable consideration, the receipt of which is hereby acknowledged, the UNDERSIGNED, individually and for itself, its parent, subsidiaries, affiliates, agents, servants, employees, shareholders, members, officers, directors, partners, heirs, successors and assigns, do each hereby forever release, remise and discharge BASKIN-ROBBINS FRANCHISING LLC, and/or DUNKIN’ DONUTS FRANCHISING LLC, their predecessors, successors and assigns, parents, subsidiaries and affiliated entities and their respective managers, members, officers, directors, agents, employees and representatives, past and present, of any and all of such entities (all collectively referred to herein as “FRANCHISOR”), of and from any and all claims, demands, causes of action, suits, debts, dues, duties, sums of money, accounts, reckonings, covenants, contracts, agreements, promises, damages, judgments, extents, executions, liabilities and obligations, both contingent and fixed, known and unknown, of every kind and nature whatsoever in law or equity, or otherwise, under local, state, or federal law, against any of them, which the UNDERSIGNED or any one of them or their predecessors in interest, if any, ever had, now have, or which they, their heirs, executors, administrators, successors, or assigns hereafter can, shall, or may have, for, upon, or by reason of, any matter, cause, or thing whatsoever, from the beginning of the world to the date of these presents. Without limiting the generality of the foregoing, but by way of example only, the foregoing release shall apply to any and all state or federal antitrust claims or causes of action; state or federal securities law claims or causes of action; state or federal RICO claims or causes of action; breach of contract claims or causes of action; claims or causes of action based on misrepresentation or fraud; breach of fiduciary duty; unfair trade practices (state or federal); and all other claims and causes of action whatsoever. The UNDERSIGNED (and each of them) further agree for themselves and for their successors and assigns, to indemnify and hold harmless forever, FRANCHISOR their predecessors, successors and assigns, parent, subsidiaries and affiliated entities and their respective managers, members, officers, directors, agents, employees and representatives, past and present, against any and all claims or actions which hereafter may be brought or instituted against any or all of them, or their successors and assigns, by or on behalf of anyone claiming under rights derived from the UNDERSIGNED, or any of them, and arising out of or incidental to the matters to which this release applies. The UNDERSIGNED and FRANCHISOR agree that this release is not intended nor shall it be construed as an admission of any wrongdoing or liability and that it shall not be admissible in evidence in any suit or proceeding whatsoever as evidence or admission of any liability. Any individual who signs this release in a representative capacity for the UNDERSIGNED corporation/limited liability company hereby represents and warrants that he or she is duly authorized by action of the Board of Directors of the UNDERSIGNED corporation to execute this release on its behalf. With respect to the matters hereinabove released, the UNDERSIGNED knowingly waive all rights and protection, if any, under Section 1542 of the Civil Code of the State of California, or any similar law of any state or territory of the United States of America. Section 1542 provides as follows:

1542 General Release; Extent. A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

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IN WITNESS WHEREOF, the UNDERSIGNED executed this General Release on the day and year first above written.

WITNESS: ________________________________________ witness Print Name: ___________________________

_______________________________________ , Individually

________________________________________ witness Print Name: ___________________________

_______________________________________ , Individually

ATTEST/WITNESS: ________________________________________ Secretary

By:____________________________________ , President/Managing Member

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V03-2021 Exhibit L

PC#

TEMPORARY OPERATING AGREEMENT

This Temporary Operating Agreement (“TOA”) dated ________________________ is by and between DB Franchisor Entity (“BRAND” “we”, “us” or “our”), DB Real Estate Assets I or II LLC (hereinafter “DB”) and TOA Entity (hereinafter called “you” or “your”).

DATA SCHEDULE

Restaurant: PC Address (the “Restaurant”) Temporary Operation Commencement Date: Date and Time Temporary Operation Expiration Date: The earlier of the date we elect to terminate the TOA or Continuing Franchise Fee Rate: Continuing Advertising Fee Rate: Base Rent: Percentage Rent Rate:

This TOA sets forth the authority granted, and the obligation, to you to occupy the Restaurant premises and operate the BRAND Restaurant set forth above on a temporary basis. You will enter and commence temporary operation of the Restaurant on the Temporary Operation Commencement Date as listed in the Data Schedule. For the term of the TOA, you agree to operate the Restaurant in compliance with all of the terms, covenants and conditions (including without limitation those relating to insurance and indemnification) in the Terms and Conditions of the standard form Franchise Agreement included in our current version Franchise Disclosure Document. You acknowledge receipt of those Terms and Conditions, which are incorporated herein by reference. OR For the term of the TOA, you agree to operate the Restaurant in compliance with all of the terms, covenants and conditions (including without limitation the requirement to obtain insurance as well as the indemnification provisions) in the Terms and Conditions of Franchise Agreement dated for PC# located at . You will not receive any management or other operation fees or payments of any kind from us for your temporary operation of the Restaurant. You agree to accept the Restaurant and equipment “AS IS” without any warranties, express or implied, and that you will be responsible for all cleaning, maintenance, and repair with respect to the Restaurant, including all equipment, furnishings and fixtures, and the premises of which the Restaurant is a part.

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You will be responsible for establishing an account with the DCP and purchasing the initial and ongoing inventory of product and supplies. You will be responsible for the payment to us of all continuing franchise fees and continuing advertisings fees (including any Additional Advertising, if applicable) for the Restaurant during the term of this TOA at the rates listed in the Data Schedule. For the term of the TOA, you hereby agree to abide by all of the terms, covenants and conditions of the standard form “Sublease” as if that form pertained to the Restaurant and the primes lease with respect to the premises with DB, as tenant, as well as the terms, covenants and conditions of the underling prime lease. A copy of both the Sublease and the prime lease, if applicable, are attached hereto. You will pay DB a total base rent equal to the amount set forth in the Data Schedule in advance on the first day of each calendar month, plus all additional rent payable under the prime lease for the Restaurant premises. Rent payments shall be prorated for the first and last months of operation during the term of this TOA. You agree to pay DB, for the term of the TOA, an amount equal to the amount by which Gross Sales multiplied by the Percentage Rent Rate exceeds the base rent set forth above. Percentage Rent is payable monthly. The term Gross Sales shall be the definition used in the Sublease. You shall transfer the utilities to your name within five days of signing this TOA and you shall be responsible for payment of all utilities. You agree to cease operations at the Restaurant and deliver up possession of the Restaurant to us upon no less than forty-eight (48) hours’ prior written notice from us. This TOA will become effective upon receipt by both parties of an original counterpart hereof, fully executed by each party. This Agreement may be executed in multiple counter-parts by facsimile or otherwise, and such counterparts, when taken together, shall form one integrated document. AGREED TO AND ACCEPTED BY THE PARTIES: DB Franchisor Entity TOA Entity DB Real Estate Assets I or II LLC

___________________________________ ___________________________________ By: By: Its: Its:

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3-2021 Exhibit M

DUNKIN’ BRANDS INTRANET TERMS OF USE AGREEMENT

YOU AGREE TO READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS INTRANET WEBSITE, HOSTED APPLICATIONS OR SOFTWARE DOWNLOADED (COLLECTIVELY HEREINAFTER ‘INTRANET’). YOUR CONTINUED ACCESS TO OR USE OF THE INTRANET OR USE OF THE INFORMATION AND/OR SERVICES CONTAINED ON THE INTRANET INDICATES YOUR ACKNOWLEDGEMENT OF THESE TERMS OF USE AND YOUR ACCEPTANCE OF ALL THE PROVISIONS HEREOF.

Dunkin’ Donuts and Baskin-Robbins (for convenience, collectively “Dunkin’ Brands”) requires all users of Dunkin’ Brands’ Intranet to use appropriately and protect the Intranet and all content thereon. In order to access the Intranet, you must carefully read and agree to abide by these Terms of Use, as further described below. If you cannot agree to the Terms of Use below, please do not attempt to access the Intranet.

Certain products or services offered by this Intranet, and certain areas within this Intranet may be governed by additional Terms of use and/or other agreements (“Additional Terms”) presented in conjunction with those products or services. You must agree to these Additional Terms before using those areas. The Additional Terms are hereby incorporated by reference, where applicable, and the Additional Terms and these Terms of Use shall apply equally. In the event of an irreconcilable inconsistency between the Additional Terms and these Terms of Use, the Terms of Use shall control.

Dunkin’ Brands reserves the right, at its sole discretion, to change, modify, add or remove any portion of these Terms of Use and any other policy or Additional Terms posted on the Intranet, in whole or in part, at any time. Notification of changes to Dunkin’ Brands’ Terms of Use may be posted on this Intranet. You are responsible for regularly reviewing the Terms of Use and all posted policies and Additional Terms on the Intranet. By continuing to use the Intranet after we have posted changes to these Terms of Use or any other posted policy or Additional Terms, you agree to and accept such changes.

1. Communication of Information.

If you are accessing the Intranet as or on behalf of a Dunkin Brands’ franchisee, you agree that the information and communications provided on the Intranet or by e-mail is being provided in conjunction with information and communications in a non-electronic format, and such information and communications will be deemed to comply with the notice provisions of the online access agreement between you and Dunkin’ Brands (if applicable).

2. “Intranet” Definition.

For purposes of these Terms of Use, the term “Intranet” refers to the collection of Web-based services and applications, including any hosted applications, made available by Dunkin’ Brands to (i) Dunkin’ Brands employees and (ii) Dunkin’ Brands franchisees in good standing and their employees, and all of the content, information, applications, data, images, other materials and services accessible through those Web-based applications. The Intranet includes but is not limited to the Dunkin’ Brands Online University site and the Dunkin’ Brands Franchisee Portal site.

3. Confidentiality of our Information; Your Duty to Protect User Names and Passwords.

All information on the Intranet, including user names (sometimes referred to as “User ID’s”) and passwords, is deemed to be our confidential information and trade secret. This means, among other things, that you

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may not disclose user names, passwords, or any other information on the Intranet, including the Intranet’s domain name or URL, to any person whom Dunkin’ Brands has not authorized to have that information.

It is your responsibility to maintain the confidentiality of any Intranet user name and password. Additionally, you are entirely responsible for all activities that occur under your password and user name. You must take the precautions that we periodically specify to protect our confidential information. If you learn of a breach of the confidentiality of a user name or password assigned to you, or any breach of security through an Intranet user’s account, you must report it to us immediately at customerservice@dunkinbrands.com. Dunkin’ Brands is not liable for any loss that you may incur as a result of someone else using your password or account, either with our without your knowledge. Your confidentiality obligations continue even if your access to the Intranet ends.

4. Authorized Access; Termination.

Access to and use of the Intranet is permitted only for: (i) current authorized employees of Dunkin’ Brands, Inc.; (ii) current authorized officers, employees, agents, and principals of Dunkin’ Brands franchisees in good standing who act solely on behalf of such Dunkin’ Brands franchisee, (iii) current authorized consultants, auditors, and service providers of Dunkin’ Brands, and (iv) current authorized officers, employees, agents, and principals of owners who (a) have a need to access the Intranet in the course of operating Dunkin’ Brands franchised establishments or performing services for Dunkin’ Brands, (b) have been specifically authorized by Dunkin’ Brands in writing to access the Intranet, and (c) agree to abide by these Terms of Use. Access to or use of the Intranet by any other persons is strictly prohibited without the express prior written consent of Dunkin’ Brands.

Your authorization to access the Intranet may be limited to certain services, web pages or content. You agree to access only that portion of the Intranet to which you have been given access.

Access to and use of the Intranet may be revoked or restricted at any time at the sole discretion of Dunkin’ Brands. Individuals and/or entities may have varying degrees of access to the Intranet, as determined by Dunkin’ Brands. Dunkin’ Brands may or may not give you prior notice of revocation or restriction of your access.

5. Purpose of Access and Interference; Your Representations and Warranties.

The Intranet may only be used for the benefit of Dunkin’ Brands and Dunkin’ Brands franchisees in good standing and may not be used for the benefit of any third party or individual without the express prior written consent of Dunkin’ Brands.

By way of illustration and not limitation, you represent, warrant and covenant that you shall not upload, post or transmit to or distribute or otherwise publish through the Intranet or the services provided thereon, any materials which (i) restrict or inhibit any other user from using and enjoying the Intranet, (ii) are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, harassing, pornographic, profane, hateful, violent, sexually explicit or indecent, or otherwise objectionable, (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate applicable law, (iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right, (v) contain a virus, Trojan horse, worms, time bombs, spiders, robots or other harmful component intended to disrupt or interfere with the intended operation of the Intranet or any other site on the World Wide Web, (vi) impose an unreasonable or disproportionately large load on any systems or infrastructure, or (vii) constitute or contain false or misleading indications of origin or statements of fact.

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In addition you agree that you will not (a) attempt to gain unauthorized access to the Intranet, any part thereof, or the accounts of others; (b) use the Intranet, or any part thereof, to harass or harm any other User or any other person in any way; (c) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; (d) interfere with or disrupt the Intranet or servers of networks connected to the Intranet, or disobey any Terms of Use, Additional Terms, requirements, procedures, policies or regulations of networks connected to the Intranet; (e) harvest, collect or store information about the users of this Intranet or the content posted by others on this Intranet or use such information for any purpose inconsistent with the purpose of the Intranet; (f) disparage, defame, libel or make untrue, malicious, offensive statements about Dunkin’ Brands or the Intranet; or (g) use the Intranet or Services to violate any applicable, local, state, national or international law or regulation. This list is not intended to be exhaustive; Dunkin’ Brands requires that you be a good Intranet citizen when using this Service.

6. Intellectual Property.

Unless otherwise noted, all materials on the Intranet (including articles, text, photographs, images, illustrations, graphics, video material, audio material, and software) are protected as the copyrights, trade dress, trademarks, patents and/or other intellectual properties owned by Dunkin’ Brands or its parent, subsidiaries and affiliates or by other parties that have licensed their material to Dunkin’ Brands. Additionally, the Intranet itself is protected by copyright as a collective work and/or compilation.

Dunkin’ Brands marks on the Intranet represent some of the marks currently owned or controlled in the United States and/or in one or more other countries by Dunkin’ Brands or under license to Dunkin’ Brands. The display of these marks and of notices associated with these marks is not intended to be a comprehensive compilation of all Dunkin’ Brands worldwide proprietary ownership rights, and Dunkin’ Brands may own or control other proprietary rights in one or more countries outside of the United States.

The Intranet or any portion of the Intranet may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by Dunkin’ Brands.

You may browse through the Intranet and occasionally download a copy of materials appearing on the Intranet that are of interest to you solely for the purpose of conducting activities authorized by Dunkin’ Brands or a Dunkin’ Brands franchisee in good standing. You must keep intact all copyright, trademark and other notices contained in your personal copies. You may not reproduce or allow others to reproduce your personal copies of downloaded materials, nor may you make them available electronically. You may not save or archive a significant portion of the material appearing on the Intranet unless specifically authorized by us in writing. You may not attempt to alter or modify the content posted on the Intranet. Except as expressly set forth in this paragraph, you may not copy, download, distribute, publish, enter into a database, display, perform, modify, create derivative works, transmit, post, decompile, reverse engineer, disassemble or in any way exploit any of our intellectual property or the Intranet itself.

7. Disputes.

These Terms of Use will be interpreted in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of laws principles. You agree that your breach of these Terms of Use will result in irreparable harm to Dunkin’ Brands, and that Dunkin’ Brands is therefore entitled, as a non-exclusive remedy, to obtain injunctive relief in response to a breach of these Terms of Use, including, without limitation, barring you from access to the Intranet.

8. Links to Third Party Sites.

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There are links in the Intranet that will allow the user to access other Web sites. These linked sites are not under the control of Dunkin’ Brands, and Dunkin’ Brands is not responsible for the contents or practices of any linked site. Dunkin’ Brands provides links only as a convenience, and such inclusion of any link does not imply endorsement by Dunkin’ Brands of the site or its content.

9. Monitoring, Privacy and Security

Your access to and use of the Intranet may be monitored by Dunkin’ Brands at any time, with or without notice, and shall not in any way be deemed to be private or personal to you.

Dunkin’ Brands reserves the right to use “cookies” (a small amount of software automatically downloaded to your computer’s hard drive) or other programs or methods to gather information about your use of the Intranet in order to improve the Intranet’s services. You may set your browser not to accept cookies, but if you do so, certain areas of the Intranet may not function as intended.

All information, including personally-identifiable information that you disclose via the Intranet is the property of Dunkin’ Brands. By accessing the Intranet, you acknowledge and agree that Dunkin’ Brands reserves the right to use these records and this information for its own purposes or those of its affiliated entities to the extent permitted by applicable law and its agreements with visitors to the Intranet. These purposes may include disclosure to our agents, advisors, affiliates, service providers, assignees, franchisees, and successors in interest.

10. Disclaimer of Warranty and Limitation of Liability

To the fullest extent allowed by applicable law, Dunkin’ Brands is not liable for any direct, indirect, special, incidental, consequential, punitive or other damages arising from your use of, or inability to use the Intranet or any materials available on the Intranet.

Dunkin’ Brands does not make any warranty, express or implied, as to accuracy, reliability or availability of the Intranet. Without limiting the generality of the preceding sentence, Dunkin’ Brands specifically disclaims, to the fullest extent allowed by applicable law, all implied warranties of merchantability and fitness for purpose, and all warranties of title and non-infringement of third party rights, with respect to all of its online services and all materials accessible through the Intranet.

Dunkin’ Brands does not guarantee that the functions contained on the Intranet will be secure, uninterrupted or error-free, that the Intranet will be free of viruses or other harmful components, or that defects will be corrected even if Dunkin’ Brands is aware of them.

In no event will Dunkin’ Brands and its parent's or affiliates' total liability to you for damages, losses and causes of action (whether in contract, tort (including, but not limited to, negligence), or otherwise) exceed the amount paid by you, if any, for accessing the Intranet or $100, whichever is less. You agree to bring any and all actions within one (1) year from the date of the accrual of the cause of action and that actions brought after this date will be barred.

11. Indemnification.

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS DUNKIN' BRANDS AND ITS PARENTS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, FRANCHISEES, AGENTS, LICENSORS, BUSINESS ASSOCIATES, AND SUPPLIERS FROM AND AGAINST ANY ACTUAL OR THREATENED CLAIMS, ACTIONS OR DEMANDS, LIABILITIES AND SETTLEMENTS (INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES) RESULTING (OR ALLEGED TO RESULT) FROM YOUR USE OF

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THE INTRANET IN ANY MANNER THAT VIOLATES OR IS ALLEGED TO VIOLATE ANY APPLICABLE LAW, RULE, REGULATION, INDUSTRY STANDARD OR THESE TERMS OF USE.

12. Contact Us.

If you have any questions regarding these Terms of Use, you can send us an email at customerservice@dunkinbrands.com or you can write to us at Dunkin' Brands, Inc., as Manager, 130 Royall Street, Canton, MA 02021.

By clicking the “ACCEPT” button below, you agree to abide by the terms and conditions of these Terms of Use each time you log into and use the Intranet.

If you do not agree, please click the “EXIT” button below.

© 2017 DD IP Holder LLC and BR IP Holder LLC respectively. All rights reserved.

The Dunkin' Donuts and Baskin-Robbins Brand names, designs, logos and related marks are registered trademarks of DD IP Holder LLC and BR IP Holder LLC respectively.

ACCEPT EXIT

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Additional Terms – Installed Software

YOU AGREE THAT THIS END-USER LICENSE AGREEMENT (“EULA”) GOVERNS YOUR USE OF ANY SOFTWARE THAT YOU DOWNLOAD FROM THE INTRANET. PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE YOU INSTALL ANY PROGRAM ON YOUR SYSTEM.

The software made available for installation on the Intranet include all software product(s) identified on the Intranet as well as any associated software components, media, printed materials, and "online" or electronic documentation ("SOFTWARE PRODUCT"). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install or use the SOFTWARE PRODUCT.

The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.

1. GRANT OF LICENSE.

We grant you the right to install and use copies of the SOFTWARE PRODUCT on your computer running a validly licensed copy of the operating system for which the SOFTWARE PRODUCT was designed. You are solely responsible for securing the rights in your operating system, including any background technology required to run the SOFTWARE PRODUCT. You may only make copies of the SOFTWARE PRODUCT as necessary for backup and archival purposes.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

You must not remove or alter any copyright notices on any and all copies of the SOFTWARE PRODUCT. You may not distribute, rent, lease, or lend the SOFTWARE PRODUCT to third parties. You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. We may or may not provide you with support services related to the SOFTWARE PRODUCT ("Support Services"). Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA. You must comply with all applicable laws regarding use of the SOFTWARE PRODUCT.

3. TERMINATION

Without prejudice to any other rights, we may terminate this EULA at any time and for any reason by providing you with written notice that we have terminated your license to use the SOFTWARE PRODUCT. In such event, you must return or certify destruction of all copies of the SOFTWARE PRODUCT in your possession or on your systems.

4. COPYRIGHT

All title, including but not limited to copyrights, in and to the SOFTWARE PRODUCT and any copies thereof are owned by us, our parent, affiliates or their respective suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by us.

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BR Relocation Incentive Offer 03-2021 Exhibit N

1

Existing Restaurant PC#__________

BASKIN-ROBBINS RELOCATION INCENTIVE OFFER TO SELECT BASKIN-ROBBINS RESTAURANTS

(the “Offer”)

Baskin-Robbins Franchising LLC, a Delaware limited liability company, (“us”, “we”, or “our”), is offering to franchisees of select existing Stand-alone Baskin-Robbins Restaurants the opportunity to secure from us the benefits set forth below, in exchange for those franchisees timely completing the relocation of their Restaurant, all as more particularly described below.

Franchisee: __________________________________ (“you” or “your”)

A. Location of the Existing Baskin-Robbins Restaurant (“Restaurant”):

___________________________________________________________________________________(No.) (Street) (City or Town) (State) (Zip Code)

B. 1. Relocation of Restaurant and Reduction in Initial Franchise Fee:

a. Subject to the terms and conditions herein, if you (i) sign this Offer on or before December 25, 2021;(ii) receive a Conditional Site Approval Letter on or before December 25, 2021; and (iii) relocate andre-open your Restaurant within one (1) year of the date of the Conditional Real Estate Site ApprovalLetter (the “Relocation Deadline”), and provided you qualify for relocation/renewal, we will grantyou up to ten (10) years of franchise term at no cost. For example, if you timely relocate yourRestaurant and the Restaurant has three (3) years of unexpired term at the time of relocation, you willbe approved to transfer the three (3) years of unexpired term to the relocated site and will receiveseven (7) years of term at no charge. You may, with Baskin-Robbins' prior written consent, close theRestaurant and substitute therefore another restaurant of the same type at a location approved by us.The substitution may not conflict with any contract between Baskin-Robbins and any third party. Thenew restaurant must: be developed by you in accordance with Baskin-Robbins then currentrequirements; be approved prior to the closure of the Restaurant; and must open by the RelocationDeadline. Upon Baskin-Robbins approval of the location for the new restaurant, you shall execute anew Franchise Agreement and related agreements (e.g., Option to Assume Lease) for the newrestaurant on Baskin-Robbins' then current standard forms. Before the new Restaurant opens, youwill reimburse us for our out-of-pocket expenses to third parties, if any, in assisting you to developthe new restaurant and in approving the new Restaurant. If you fail to re-open your relocatedRestaurant by the Relocation Deadline and do not have at least ten (10) years of unexpired term, youwill still be approved to transfer the unexpired term of the current location, but will be required topurchase enough term at the then-current rates to bring the term for your relocated Restaurant to ten(10) years. For example, if the Restaurant has four (4) years of unexpired term at the time ofrelocation and you fail to meet the re-opening deadline, you will need to purchase six (6) years ofterm so the new Restaurant has a total of ten (10) years of term.

b. In connection with the relocation of your Restaurant, you may also purchase up to an additional ten(10) years of franchise term at the then-current rates, but under no circumstances may your newfranchise agreement term, when combined with your current Franchise Agreement’s unexpired term,the incentive term set forth in B.1.a. above, and the term purchased pursuant to B.1.b. exceed a totalof twenty (20) years of term for the relocated restaurant. For example, if you timely relocate yourRestaurant and the Restaurant has one (1) year of unexpired term at the time of relocation, you will

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receive nine (9) years of term at no charge and will be eligible to purchase up to an additional ten (10) years of term.

2. Reduction in Continuing Franchise Fee for Relocated Restaurant:

a. If you open the Relocated Restaurant to serve the general public on or prior to the Relocation Deadline, the CFF will be 2.9 percent of Gross Sales beginning on the day you open the Restaurant to serve the general public through one year from the actual opening date, then increase to 3.9 percent of Gross Sales for the second year, then increase to 4.9 percent of Gross Sales for the third year, and then increase to the standard 5.9 percent of Gross Sales for the remaining term of your Franchise Agreement, as more particularly described in subsection 2b. below. If you do not open the Relocated Restaurant by the Relocation Deadline, then you will pay the standard CFF of 5.9% of Gross Sales for the entire term of the Franchise Agreement.

b. The sales reporting period is a seven (7) day period beginning Sunday at the open of business and

ending at the close of business on Saturday. For purposes of the incentive, a year means 52 sales reporting periods. If your Restaurant opens on a day other than Sunday, your initial sales reporting period will be less than seven (7) days.

C. Relocation Deadline:

If you do not complete the relocation and re-open the Restaurant to serve the general public by the Relocation Deadline, then we may void this Offer, by written notice to you and, as of the Relocation Deadline, neither party shall have any rights or liabilities to the other hereunder.

D. New Franchise Agreement for Relocated Restaurant

Upon Baskin-Robbins approval of the location for the new restaurant, you will promptly execute and deliver to Baskin-Robbins its then-current standard Franchise Agreement and other standard form agreements for new restaurants (e.g., Option to Assume Lease). The Continuing Advertising Fee in the new Franchise Agreement shall not exceed 5% (subject to “majority clause”) of Gross Sales and the Continuing Franchise Fees shall be as set forth in Section B.2. above.

E. General Release

Relocation is contingent upon FRANCHISEE providing Baskin-Robbins with a general release on Baskin-Robbins’ standard form at the time the Restaurant’s current Franchise Agreement is terminated, and such termination must be on our standard form termination and release document.

F. Your Responsibilities: 1. You agree to complete the relocation of the Restaurant by the Relocation Deadline in strict

compliance with our approvals, standards, requirements, procedures, plans, specifications and documentation (collectively, the " Relocation Requirements").

2. You must hire a Baskin-Robbins qualified architect and general contractor and use Baskin-Robbins approved sign and equipment suppliers in connection with the relocation.

3. At a meeting with you and your architect to establish the work schedule necessary to coordinate the relocation, we will provide you with the Relocation Requirements.

4. You must ensure that the relocated restaurant is free from environmental contamination and is in compliance with the requirements of all laws including, but not limited to, the Americans with Disabilities Act (“ADA”).

5. You must allow us to review and, if acceptable to us, approve your architect’s plans and specification prior to beginning construction.

6. You may not open the Restaurant to the public until (i) the relocation is complete, (ii) we have inspected the Restaurant, (iii) all documentation between you and us is complete, including execution of our standard form Franchise Agreement and our standard form termination and release document in connection with the closure of the Restaurant, (iv) we have received all payments due us, if any,

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from you; and (v) all required permits and licenses have been received. Once all conditions required for opening the Restaurant are met, you must promptly open the Restaurant.

G. Deadline for Acceptance:

If you do not execute and return this Offer upon the earlier of (i) within twenty (20) days of your receipt of the same; or (ii) December 25, 2021, this Offer shall be deemed automatically withdrawn by us.

H. Binding Effect of this Offer:

You acknowledge having carefully read this Offer in its entirety. This Offer is not binding upon us until we execute it and deliver it to you. You and we agree to take other actions and execute other documents that may be necessary to implement this Offer. You may not accept this Offer if you have received a Notice of Termination from us and we may void this Offer if we issue a Notice of Termination of your current franchise agreement after you have accepted this Offer.

I. Time is of the Essence:

You expressly acknowledge and agree that TIME IS OF THE ESSENCE with respect to your timely completion of the relocation and prompt opening of the new restaurant.

J. Non-Waiver:

If we fail to exercise any power reserved to us or fail to insist upon your strict compliance with any term, covenant or condition of this Offer, such failure shall not be deemed to be a waiver of such term, covenant or condition or any subsequent breach of the same or any other term, covenant or condition. If we subsequently accept payment(s) due to us, in whole or in part, the same shall not be deemed to be our waiver of any preceding breach by you of any term, covenant or condition of this Offer.

K. Miscellaneous:

The architect, contractor(s) and sign and equipment suppliers are your independent contractors. We do not guarantee the quality, timeliness or other matters relating to their work and no failure on their part to fully perform their duties shall excuse you for your failure to comply with this Offer. Our qualification of the architect and general contractor(s) (and any subcontractor(s)) and our approval of the sign and equipment suppliers and the related agreements will not impose any liability on us to you, the architect, the contractor(s), the sign and/or equipment suppliers or anyone else. Our inspection of the work and approval of the restaurant shall not impose any liability on us. We are not bound by any of our past practices with respect to services that we may have provided to you or others with respect to prior remodels or new restaurants. You will not rely upon any opinions expressed by us or our employees or agents regarding structural integrity, safety or construction procedures, building codes or ordinances or other matters. You are particularly advised to review with your architect, contractor(s) and legal advisor(s) all requirements regarding asbestos, other toxic and hazardous materials or other conditions and all laws including, without limitation, the ADA. We make no representation or warranty as to the cost of relocating the restaurant, or the sales or profits, if any, which may result from the relocation.

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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have duly executed, sealed and delivered this Offer as of the date first written below. You acknowledge receipt of this Offer, together with all attachments, at least seven (7) calendar days prior to the date below.

Baskin-Robbins Franchising LLC By: _________________________________________ Name: _________________________________________ Its: _________________________________________ Date: ____________________, 20___

ATTEST/WITNESS: _________________________________________ _________________________________ By: _________________________________________ Name: ___________________________ Name: _________________________________________ Its: ___________________________ Its: _________________________________________

Date: _____________________, 20___

_________________________________ _________________________________________

______________________________, Individually

_________________________________ _________________________________________ ______________________________, Individually

_________________________________ _________________________________________

______________________________, Individually

_________________________________ _________________________________________ ______________________________, Individually

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9Copyright 2018 – Dunkin’ Brands, Inc. and SVC Service II Inc. All rights reserved. Last Updated: January 2019 Web Enroll

Exhibit O

ELECTRONIC PAYMENT PROGRAM PARTICIPATION AGREEMENT

Introduction

Dunkin’ Brands, Inc., Dunkin’ Donuts Franchising LLC, and Baskin-Robbins Franchising LLC (collectively “Dunkin’ Brands”) have formulated marketing/payment programs for facilitating mobile and online payments by customers at or from restaurants approved to participate in such programs and a marketing program for the use by consumers of so-called pre-paid or stored value cards (“Stored Value Cards”) for purchases at or from restaurants approved to participate in that program (these are collectively referred to as the “Program”). The Program as currently constituted reflects, among other things, currently available technology and methods of operation developed at Dunkin’ Brands restaurants involved in the Program. The Program is anticipated to change over time and participating Dunkin’ Brands restaurants are expected to adhere to the changes to the Program as Dunkin’ Brands may from time to time require. The mobile and online payments aspects of the Program unrelated to pre-paid/stored value cards will be administered by Dunkin’ Brands, Inc. and with respect to those aspects of the Program this agreement is between you and Dunkin’ Brands, Inc. The pre-paid/stored value card aspects of the Program will be administered by SVC Service II Inc., a Dunkin’ Brands affiliate, and with respect to those aspects of the Program this agreement is between you and SVC Service II Inc. Dunkin’ Brands, Inc. has contracted with First Data Services, LLC to provide mobile and online payment processing and support services under the Program. SVC Service II Inc. has contracted with First Data Services, LLC to provide processing and support services under the Program with respect to the pre-paid/stored value card aspects of the Program. Dunkin’ Brands, Inc. and SVC Service II Inc. may from time to time contract with others in furtherance of the Program or to replace any or all of the services provided by First Data Services, LLC in connection with the Program. The words “we”, “us” and “our” mean Dunkin’ Brands, Inc. and SVC Service II Inc. individually and collectively. In this Agreement, the words “you” and “your” mean the franchisee (and, where the context relates to the use of Program services and Program obligations, others the franchisee selects to use the Program services, such as the franchisee’s employees, accountant, financial advisor, or any other person or agent logging on for the franchisee).

Web Enroll System: With the use of a password and a user-id, our Web Enroll System (“Web Enroll “) allows you to enroll in the Program electronically. To enroll in the Program, you must accept the Terms and Conditions set out below. This Web Enroll Electronic Payment Program Participation Agreement (the “Agreement”) establishes the Terms and Conditions of your participation in the Program. If you do not agree with the Terms and Conditions, do not log-on to Web Enroll. By clicking “I Accept” at the bottom of this Agreement, you accept to be bound by all the Terms and Conditions of this Agreement.

TERMS AND CONDITIONS

1) Adherence to the Program

You agree to comply with all the requirements of a Program user as the same may exist from time to time. These requirements include without limitation your obligation to support and participate in mobile and online ordering, purchases and payments, sell Stored Value Cards, redeem Stored Value Cards, follow required procedures for settlement of funds, assist in settling consumer disputes, and such other matters as are set forth below and as we may from time to time determine.

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2) Access Rights

Upon our issuing you a password, and subject to your continued compliance with the Program, this Agreement and the Franchise Agreement, you are granted a limited, non-exclusive, non-transferable right to access and use the this Web Enroll site, the Program websites, Program card authorization, data retention and data transmission capabilities, and other Program associated technology. You agree that we or our licensors are the sole and exclusive owners of all worldwide right and title, including intellectual property rights, in and to this Web Enroll site, the Program websites, software or hardware facilitating mobile or online ordering, purchases and payments, Program card authorization, data retention and data transmission equipment, software and capabilities, and other Program associated technology. No rights beyond use in accordance with our requirements are granted to you. You will not, nor will you allow others to: (1) copy any associated technology, or reverse engineer, decompile, disassemble, modify or otherwise attempt to derive source code from any Program associated technology or (2) write or develop any derivative or other software programs, based, in whole or in part, upon the Program associated technology or allow access to anyone other than permitted users.

3) Card Authorization, Processing and Data Retention and Transmission

a) You agree to install, use and maintain at your sole cost and expense the card authorization equipment, software and capabilities, and/or other software or hardware facilitating sale and redemption of Stored Value Cards and mobile or online ordering, purchases and payments, approved by us for your restaurants from time to time. You will be required to rent or purchase the number of approved card readers or other technology we designate for your restaurant. Thereafter, you may be required to install, use and maintain at your sole cost and expense such additional, upgrade and replacement card authorization equipment, software and capabilities, and/or other software or hardware facilitating sale and redemption of Stored Value Cards and mobile or online ordering, purchases and payments, as we from time to time direct. b) You agree to install, use and maintain at your sole cost and expense the data retention and transmission equipment, software and capabilities, and/or other software or hardware facilitating sale and redemption of Stored Value Cards and mobile or online ordering, purchases and payments, approved by us for your restaurants from time to time.. Thereafter, you shall rent or purchase such additional, upgrade and replacement data retention and transmission equipment, software and capabilities, or other software or hardware facilitating sale and redemption of Stored Value Cards and mobile or online ordering, purchases and payments, as we from time to time direct. c) You agree that all credit card and debit card processing activities in the context of mobile and online payments, and further including specifically provisioning and processing of MIDs, authorization, data capture and processing, reconciliation, the TransArmor product and services and the Online PCI Validation Access services or their equivalent, are governed by the Merchant Agreements(s) or related agreement(s) between you and First Data Services LLC, Bank of America N.A. and/or other applicable payment processing entities which may be approved by us. d) You agree that, as the merchant of record in the context of mobile and online payments, you will adhere to all applicable requirements, obligations and responsibilities.

4) Technology Evaluation; Security; Use Restrictions

a) Our systems administrator will issue to each participating restaurant an application-level User ID and password. b) you agree that you are solely responsible for configuring, testing and implementing hardware, software, equipment and other technology or procedures to reliably and responsibly access or use the Program websites, mobile applications, Program card authorization, data retention and data transmission equipment, software and capabilities, software or hardware facilitating sale and redemption of Stored Value Cards and mobile or online ordering, purchases and payments, and other Program associated technology (the “Program Infrastructure”). By way of example and not by limitation, you are responsible for maintaining and ensuring the technical and physical security of the Program Infrastructure that you provide or maintain, or which is within your care, custody or control. Notwithstanding the

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foregoing, you agree that, in the event that we specify certain requirements or standards relating to the Program Infrastructure, you shall at all times comply with all such requirements and standards.

You are responsible for administering user names and passwords and implementing user name, password and technical and physical security procedures to ensure that only permitted users are allowed to access or use the Program websites or other Program Infrastructure in the course of performing their duties as your employees. You are responsible for establishing levels of physical and technical security or access rights based on each of your employees’ job responsibilities or position. You are responsible for adopting and implementing procedures to change user names, passwords or user codes when your employee’s employment is terminated. You are responsible for educating your workforce about the appropriate uses of the Internet and the Program websites and other Program Infrastructure, including, but not limited to, your employees’ “surfing” inappropriate websites and the necessity of maintaining technical and physical security of their user name and passwords. c) You agree not to reproduce, sell, or distribute all or any portion of the information provided or made available to you through the Program.

5) System Support

If you have trouble logging on, if you wish to report a problem with Web Enroll or if you have any reason to suspect that your User ID or password have been compromised, please contact us immediately at 1 (877) 800-2922. A representative will be available Monday through Friday from 7:00 AM to 7:00 PM, Eastern Standard Time. The Navigator monitors voicemails on weekends and holidays every 90 minutes from 7am-7pm Eastern Standard Time. A representative may not available in the event of unexpected office closures.

6) Settlement of Funds

a) You agree to follow all procedures we specify to facilitate the settlement of Program funds, including without limitation, the execution of an automated clearing house (ACH) agreement in connection with Web Enroll, the execution of applicable Merchant Agreement(s) or related agreement(s) with First Data Services LLC, Bank of America N.A. and/or other applicable payment processing entities approved by us, and such other documents as we may from time to time require. b) You agree that we may initiate debit entries, credit entries and other adjustments to a bank account designated by you to facilitate the settlement of Program funds and you further agree that should any automated clearing house request or other request to transfer funds from any of your accounts be rejected, we may effect such transfer by electronic funds transfer or such other means as we may determine without the need of further consent from you. c) You agree to follow all recommended reconciliation procedures. You are responsible for comparing the daily terminal reports made available under the Program to each of your location’s own records, including your bank statements.

7) Transaction Authorizations

Pursuant to the Program agreements with First Data Services, LLC (or its successor), you are solely responsible for obtaining authorization in advance of each transaction. You assume all risk of erroneous or fraudulently obtained authorizations, unless such erroneous or fraudulently obtained authorization is the result of an error caused by First Data Services, LLC or its successor, the third party processors of credit card, debit card and stored value card transactions and data for the Program. You agree that we have the right to utilize, at our sole discretion, or require you to utilize one or more fraud detection or mitigation tools during or in relation to processing of transactions, authorizations, activations, reloads and registrations. You agree that you shall accept and not contest the approval or declination of any such transaction or event, as may be determined by such fraud detection or mitigation tools and will be responsible for any chargebacks or other fees that result from any such transaction or event.

8) Payment Transaction Data

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To enhance our ability to understand the make-up of the payment transaction types and other payment related issues (e.g., fraud and chargeback data) in the Dunkin’ and Baskin-Robbins systems (collectively, the “System”), you hereby authorize First Data Services LLC, Bank of America N.A. and any other applicable payment processing entities which may be approved by us to provide services to you to give us access to information regarding your Restaurant’s payment transactions, including all transaction level information and your merchant account (collectively, “Merchant Account Information”). We will keep all such Merchant Account Information confidential, but we may release information in connection with anonymous general information disseminated to our franchisees and prospective franchisees, in the formulation of plans and policies in the interest of the System, and if required by law or any legal proceeding.

9) Fees and Costs

You shall promptly pay in the manner we from time to time specify all your Program fees and costs as the same may exist from time to time.

10) Exclusivity

During the term of this Agreement, other than your participation in the Program, you will not, either internally or through a third party, offer or participate in any other mobile or online ordering, purchasing or payment program or any other proprietary, closed network, online stored value card program at or through any Dunkin’ or Baskin-Robbins restaurant. You may participate in “Hospitality Programs.” Hospitality Programs are card programs that: (i) your restaurant is required to participate in by the host of such location (where the host is an entity within whose broader rules of operation the restaurant must operate, such as but not limited to, a school, university, hospital, or military PX); and (ii) do not involve the use of Dunkin’ Brands, Inc.’s brands on the cards.

11) Limits on Our Responsibility

a) WE ARE NOT RESPONSIBLE FOR ANY LOSSES OF ANY KIND, DELAYS IN TRANSMISSION, OR CORRUPTION OR MISAPPROPRIATION OF DATA, WHETHER ARISING OUT OF THE USE OF ANY INTERNET SERVICE PROVIDER PROVIDING CONNECTION TO THE INTERNET, CAUSED BY ANY BROWSER SOFTWARE OR ANY OTHER TELECOMMUNICATIONS PROVIDER, CAUSED BY ANY PROGRAM INFRASTRUCTURE PROVIDED, MAINTAINED OR WITHIN THE CARE, CUSTODY OR CONTROL OF YOU OR ANY THIRD PARTY PAYMENT PROCESSING ENTITY, CAUSED BY ANY FRAUD DETECTION OR MITIGATION TOOL, OR ANY OTHER CAUSE. NOR ARE WE RESPONSIBLE FOR ANY RISK RELATED TO THE LOSS OR THEFT OF, ALTERATION OR DAMAGE TO, OR FRAUDULENT, IMPROPER OR UNAUTHORIZED USE OF YOUR DATA, PASSWORD OR USER ID. b) IN NO EVENT SHALL WE, DUNKIN’ BRANDS, INC. OR SVC SERVICE II INC., OUR AFFILIATES OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF WE HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL AGGREGATE LIABILITY OF SVC SERVICE II INC., DUNKIN’ BRANDS, INC. AND OUR AFFILIATES AND LICENSORS TO ALL PARTIES (WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE, PRODUCT LIABILITY OR STRICT LIABILITY) UNDER THIS AGREEMENT OR BASED ON FRANCHISEE’S OR ITS PERMITTED USERS’ USE OF THIS WEB ENROLL AND OTHER PROGRAM WEBSITES, PROGRAM CARD AUTHORIZATION, DATA RETENTION AND DATA TRANSMISSION EQUIPMENT, SOFTWARE AND CAPABILITIES, SOFTWARE OR HARDWARE FACILITATING MOBILE OR ONLINE ORDERING, PURCHASES AND PAYMENTS, PROGRAM INFRASTRUCTURE AND OTHER PROGRAM ASSOCIATED TECHNOLOGY WILL IN NO EVENT EXCEED THE TOTAL FEES AND COSTS PAID BY YOU

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FOR THAT SPECIFIC PROGRAM WITHIN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE FIRST OCCURRENCE OF THE CAUSE OF ACTION. THE FOREGOING LIMITATION OF LIABILITY EXPRESSLY APPLIES TO ANY AND ALL PROGRAM WEBSITES, MOBILE APPLICATIONS, PROGRAM CARD AUTHORIZATION, DATA RETENTION AND DATA TRANSMISSION EQUIPMENT, SOFTWARE AND CAPABILITIES, SOFTWARE OR HARDWARE FACILITATING MOBILE OR ONLINE ORDERING, PURCHASES AND PAYMENTS, PROGRAM INFRASTRUCTURE AND OTHER PROGRAM ASSOCIATED TECHNOLOGY THAT IS PROVIDED BY, MAINTAINED OR WITHIN THE CARE, CUSTODY OR CONTROL OF SVC SERVICE II INC., DUNKIN’ BRANDS, INC. OR OUR AFFILIATES. c) THIS WEB ENROLL AND OTHER PROGRAM WEBSITES, PROGRAM CARD AUTHORIZATION, DATA RETENTION AND DATA TRANSMISSION EQUIPMENT, SOFTWARE AND CAPABILITIES, SOFTWARE OR HARDWARE FACILITATING MOBILE OR ONLINE ORDERING, PURCHASES AND PAYMENTS, PROGRAM INFRASTRUCTURE AND OTHER PROGRAM ASSOCIATED TECHNOLOGY ARE PROVIDED “AS IS”. SVC SERVICE II INC., DUNKIN’ BRANDS, INC., OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. SVC SERVICE II INC., DUNKIN’ BRANDS, INC., OUR AFFILIATES AND LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY OF FRANCHISEE’S OR A THIRD PARTY’S INFORMATION, DATA, EQUIPMENT, HARDWARE AND/OR SOFTWARE, THAT MAY BE LOST, DAMAGED OR CORRUPTED, DURING FRANCHISEE’S USE OF THE INTRANET, WORLD WIDE WEB, LICENSED TECHNOLOGY, RECOMMENDED TECHNOLOGY, PROGRAM CARD AUTHORIZATION, DATA RETENTION AND DATA TRANSMISSION EQUIPMENT, SOFTWARE AND CAPABILITIES, SOFTWARE OR HARDWARE FACILITATING MOBILE OR ONLINE ORDERING, PURCHASES AND PAYMENTS, PROGRAM INFRASTRUCTURE AND OTHER PROGRAM ASSOCIATED TECHNOLOGY OR ANY HOSTED APPLICATION.

12) Termination

a) Termination for Breach. We may terminate this Agreement upon written notice to you if you: (i) breach Section 4c), which shall be non-curable; (ii) materially breach Section 6) of this Agreement and fail to cure such breach within seven (7) days following written notice, (iii) materially breach any other section of this Agreement and fail to cure such breach within thirty (30) days following written notice, (iv) default under the Franchise Agreement or any other agreement with Dunkin’ Brands, Inc. or one of its affiliates and such default remains uncured after the expiration of any applicable cure period. b) Termination for Other Reasons. This Agreement shall terminate on notice from us in the event that Dunkin’ Brands no longer approves the use of the Program for franchisees in your market. This Agreement shall terminate automatically with respect to the applicable restaurant on the termination or expiration of your Franchise Agreement (provided there was no extension or renewal thereof by us). c) Effect of Termination. Upon termination of this Agreement, you shall immediately (i) cease using the Program websites or other Program Infrastructure, and (ii) certify to us within ten (10) days after termination that you have destroyed, or have returned to us all copies of all technology relating to the Program websites or other Program Infrastructure, whether or not modified or merged into other materials. All remedies available to us are cumulative.

13) Entire Agreement

This Agreement (and such Authorization Agreement(s) that you and your designee sign) contains the entire understanding of the parties and supersedes any and all prior agreements, arrangements and understandings relating to the subject matter hereof. No representation or inducement has been made by any party that is not embodied in this Agreement. Neither party is relying on anything other than the Terms and Conditions of this Agreement in deciding to enter into this Agreement. This Agreement cannot be amended except by written agreement signed by the party to be charged.

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14) No Waiver

Any failure by us to exercise any power reserved to us hereunder, or to insist upon strict compliance by you with any term, covenant or condition in this Agreement, and any waiver by us of any breach of a term, covenant or condition shall not be deemed to be a waiver of such term, covenant or condition or any subsequent breach of the same or any other term, covenant or condition in this Agreement. Subsequent acceptance by us of the payments due to us hereunder, in whole or in part, shall not be deemed to be a waiver by us of any preceding breach by you of any term, covenant or condition of this Agreement. We may, in our sole discretion, waive or modify any obligation of other Program participants and no such waiver or modification shall obligate us to grant you a similar waiver or modification. Our acceptance of payments due under this Agreement from any other person or entity shall be deemed to be acceptance from such person or entity as your agent and not as recognition of such person or entity as your assignee or successor.

By clicking the “ACCEPT” button below, you agree to abide by the Terms and Conditions of this Agreement. If you do not agree, please click the “EXIT” button below.

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Exhibit P CERTIFICATE OF RESOLUTION AND INCUMBENCY

(“Organization”)

THE UNDERSIGNED DOES HEREBY CERTIFY THAT:

THE ORGANIZATION’S EXISTENCE The complete and correct name of the Organization is listed above.

The Organization is (and shall remain at all times) duly organized, validly existing and in good standing under the laws of the State/Province of State/Province of Inc.. The Organization has made all necessary filings and obtained all necessary approvals and is duly authorized to transact business in all states in which the Organization is doing business.

The Federal Tax Identification Number or Employer Identification Number for the Organization is Tax ID.

The Organization, if a corporation, has issued and outstanding No. of Shares Issued shares of its Capital Stock.

The Organization represents and warrants that its organizing documents permit the ownership and operation of “Dunkin’ ” and/or “Baskin-Robbins” franchised restaurants.

The Organization represents and warrants that its organizing documents provide that its activities are confined to those activities set forth in Section 10.6 of the franchise agreements for the “Dunkin’” and/or “Baskin-Robbins” stores that the Organization has entered into with the franchisor of those concepts.

INCUMBENCY CERTIFICATE The Organization represents and warrants that the following persons/entities represent all of the Organization’s current owners (whether direct, indirect, beneficial, or otherwise) and the Organization’s authorized signatories:

Name and last 4 digits of Social

Security Number or Federal Tax Identification Number

Title Ownership Interest

(% or # of shares)

Director (Y/N)

Authorized Signer (Y/N)

Signature (Authorized Signers Only)

RESOLUTIONS ADOPTED At a meeting of the Organization’s Board of Directors, Shareholders, Members, Managers or Partners (as the case may be), duly called and held on _________________________at which a quorum was present and voting (or by other duly authorized action in lieu of a meeting), the following resolutions were adopted:

RESOLVED, that each ownership certificate (if applicable) of the Organization has (or shall have) conspicuously printed on the certificate the following statement:

“The ownership represented by this certificate is held subject to a Store Development Agreement and/or Franchise Agreement(s) between this Organization and Baskin-Robbins Franchising LLC and/or Dunkin’ Donuts Franchising LLC (and/or their affiliates) and are subject to all restrictions imposed on transfers by those Store Development Agreements and Franchise Agreements.”

RESOLVED, that the requisite authorized signer(s) of the Organization (according to the Organization’s organizing documents and listed in this Certificate) is/are authorized and directed (a) to sign (on the Organization’s behalf) this Certificate as well as all other agreements, contracts, and documents with Baskin-Robbins Franchising LLC and/or Dunkin’ Donuts Franchising LLC (and/or their affiliates) (collectively, the “Franchisor”); and (2) to approve any modifications, extensions, amendments or terminations of those agreements.

RESOLVED, that the Organization will promptly notify Franchisor of the following: (a) any change in the Organization’s name; (b) any proposed change in ownership (whether direct, indirect, beneficial, or otherwise); (c) any change in the

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Organization’s management; (d) any change in the authorized signer(s);(e) any change in the Organization’s State of organization; and (f) any conversion of the Organization to a new or different type of business entity. No such change in the Organization will take effect unless and until Franchisor has received notice of, and consented to, the proposed change, including the execution of Franchisor’s form documents for such changes. The Organization acknowledges that any transfer of an interest (whether direct, indirect, beneficial, or otherwise) in the Organization is subject to all restrictions imposed on transfers by the Store Development Agreement and/or Franchise Agreement with Franchisor. RESOLVED, that: (a) any and all acts authorized pursuant to this Certificate and performed before adopting the Resolutions set forth herein are hereby ratified and approved; (b) these Resolutions and Certifications are incorporated into the books of the Organization and shall be continuing, remain in full force and effect and the Organization acknowledges that the Franchisor may rely on them unless and until the Organization provides written notice of their revocation to the Franchisor; (c) there is no provision in the Organization’s governing documents that would limit the Organization from adopting said Resolutions or making such certifications; and (d) the Organization shall send to Franchisor a copy of all outstanding ownership certificates of Organization upon the Franchisor’s request. RESOLVED, that the Organization understands and agrees that (a) although the Franchisor may have reviewed the Organization’s governing documents (e.g., Articles of Incorporation/Organization or similar organizing documents), the Franchisor does not and will not approve any documents relating to the Organization; (b) none of the Organization’s governing documents currently conflicts with (nor will those governing documents be amended to later conflict with) any of the Franchisor’s ownership policies, the Franchise Agreement, and/or the Store Development Agreement; and (c) the Franchisor will not be bound by any of the Organization’s governing documents. The Undersigned have read, understand, and agree that the Organization has duly adopted all of the above resolutions and certifies to the Franchisor that all information provided and all representations made in this Certificate are true, complete, and correct. This Certificate may be executed in multiple counterparts, by facsimile or otherwise, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, on behalf of the Organization the Undersigned have caused this Certificate to be executed on ______________, thereby affirming the truth and accuracy of this Certificate’s provisions, Resolutions and certifications and binding the Organization: By:_______________________________

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APPENDIX 1 – A: AGENTS FOR SERVICE OF PROCESS

We intend to register this disclosure document as a “franchise” in some or all of the following states, if required by the applicable state law. If and when we pursue franchise registration (or otherwise comply with the franchise investment laws) in these states, we will designate the following state offices or officials as our agents for service of process in these states:

CALIFORNIA Commissioner of Business Oversight Department of Business Oversight 320 West Fourth Street, Suite 750 Los Angeles, California 90013-2344 (213) 576-7500 Toll Free: (866) 275-2677

NEW YORK New York Secretary of State New York Department of State One Commerce Plaza, 99 Washington Avenue, 6th Floor Albany, New York 12231-0001 (518) 473-2492

HAWAII Commissioner of Securities of the State of Hawaii Department of Commerce & Consumer Affairs Business Registration Division Securities Compliance Branch 335 Merchant Street, Room 205 Honolulu, Hawaii 96813 (808) 586-2722

NORTH DAKOTA North Dakota Securities Commissioner State Capitol 600 East Boulevard Avenue, Fifth Floor Bismarck, North Dakota 58505-0510 (701) 328-4712

ILLINOIS Illinois Attorney General 500 South Second Street Springfield, Illinois 62706 (217) 782-4465

RHODE ISLAND Director of Department of Business Regulation Department of Business Regulation Securities Division, Building 69, First Floor John O. Pastore Center 1511 Pontiac Avenue Cranston, Rhode Island 02920 (401) 462-9527

INDIANA Secretary of State Franchise Section 302 West Washington, Room E-111 Indianapolis, Indiana 46204 (317) 232-6681

SOUTH DAKOTA Division of Insurance Director of the Securities Regulation 124 South Euclid Avenue, Suite 104 Pierre, South Dakota 57501 (605) 773-3563

MARYLAND Maryland Securities Commissioner 200 St. Paul Place Baltimore, Maryland 21202-2020 (410) 576-6360

VIRGINIA Clerk of the State Corporation Commission 1300 East Main Street, 1st Floor Richmond, Virginia 23219 (804) 371-9733

MICHIGAN Michigan Attorney General’s Office Corporate Oversight Division, Franchise Section 525 West Ottawa Street G. Mennen Williams Building, 1st Floor Lansing, Michigan 48913 (517) 335-7567

WASHINGTON Director of Department of Financial Institutions Securities Division – 3rd Floor 150 Israel Road, Southwest Tumwater, Washington 98501 (360) 902-8760

MINNESOTA Commissioner of Commerce Minnesota Department of Commerce 85 7th Place East, Suite 280 St. Paul, Minnesota 55101 (651) 539-1600

WISCONSIN Division of Securities 4822 Madison Yards Way, North Tower Madison, Wisconsin 53705 (608) 266-2139

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APPENDIX I-B: LIST OF STATE ADMINISTRATORS

We intend to register this disclosure document as a “franchise” in some or all of the following states, if required by the applicable state laws. If and when we pursue franchise registration (or otherwise comply with the franchise investment laws) in these states, the following are the state administrators responsible for the review, registration, and oversight of franchises in these states:

CALIFORNIA Commissioner of Business Oversight Department of Business Oversight 320 West Fourth Street, Suite 750 Los Angeles, California 90013-2344 (213) 576-7500 Toll Free: (866) 275-2677

NEW YORK New York State Department of Law Investor Protection Bureau 28 Liberty Street, 21st Floor New York, New York 10005 (212) 416-8236

HAWAII Commissioner of Securities of the State of Hawaii Department of Commerce & Consumer Affairs Business Registration Division Securities Compliance Branch 335 Merchant Street, Room 205 Honolulu, Hawaii 96813 (808) 586-2722

NORTH DAKOTA North Dakota Securities Department State Capitol Department 414 600 East Boulevard Avenue, Fifth Floor Bismarck, North Dakota 58505-0510 (701) 328-4712

ILLINOIS Illinois Office of the Attorney General Franchise Bureau 500 South Second Street Springfield, Illinois 62706 (217) 782-4465

RHODE ISLAND Department of Business Regulation Securities Division, Building 69, First Floor John O. Pastore Center 1511 Pontiac Avenue Cranston, Rhode Island 02920 (401) 462-9527

INDIANA Secretary of State Franchise Section 302 West Washington, Room E-111 Indianapolis, Indiana 46204 (317) 232-6681

SOUTH DAKOTA Division of Insurance Securities Regulation 124 South Euclid Avenue, Suite 104 Pierre, South Dakota 57501 (605) 773-3563

MARYLAND Office of the Attorney General Securities Division 200 St. Paul Place Baltimore, Maryland 21202-2020 (410) 576-6360

VIRGINIA State Corporation Commission Division of Securities and Retail Franchising 1300 East Main Street, 9th Floor Richmond, Virginia 23219 (804) 371-9051

MICHIGAN Michigan Attorney General’s Office Corporate Oversight Division, Franchise Section 525 West Ottawa Street G. Mennen Williams Building, 1st Floor Lansing, Michigan 48913 (517) 335-7567

WASHINGTON Department of Financial Institutions Securities Division – 3rd Floor 150 Israel Road, Southwest Tumwater, Washington 98501 (360) 902-8760

MINNESOTA Minnesota Department of Commerce 85 7th Place East, Suite 280 St. Paul, Minnesota 55101 (651) 539-1600

WISCONSIN Division of Securities 4822 Madison Yards Way, North Tower Madison, Wisconsin 53705 (608) 266-2139

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APPENDIX II- INTERNATIONAL AFFILIATES The following international affiliates act as franchisor in the country listed or provide services to the franchisees of that country. None of these entities have offered franchises in any other line of business.

Entity Name When and

Where Formed

When began Franchising

(if applicable) Description of Operations

Asia Coffee & Ice Cream Pte. Ltd.

10/08/2020 Not applicable Asia Coffee & Ice Cream Pte. Ltd. provides certain professional services (franchising, marketing, services, etc.) to Dunkin’ and Baskin-Robbins franchisees and licensees throughout the Asia Pacific region.

Baskin-Robbins Australia Pty Limited

5/22/1990 Australia

Not applicable Baskin-Robbins Australia imports ice cream products manufactured from a third party into Australia and resells the ice cream to our joint venture partner for further resale to franchisees in Australia.

DB Canadian Franchising ULC

5/25/2006 Nova Scotia

unlimited liability

company

2006 DB Canadian Franchising ULC serves as franchisor for all Canadian franchise arrangements, owns certain IP rights in Canada, owns real property in Canada, and enters into leases for real property in Canada.

DD Brasil Franchising Ltda. 5/8/2014 Brasil

2014 DD Brasil Franchising Ltda. was formed to enter into international franchise and related arrangements and to perform obligations and enforce rights thereunder, and to perform any and all other actions related to franchising activities in Brazil.

Dunkin’ Brands Australia Pty Ltd

10/13/2010 Australia

Not applicable Dunkin’ Brands Australia Pty. Ltd services the franchisees of the Australia joint venture by collecting holding monies related to the Baskin-Robbins Australia Advertising Fund.

Dunkin’ Brands Canada ULC

11/30/1970 Ontario

(continued into British Columbia as of 12/10/2014)

Not applicable Dunkin Brands Canada ULC resells ice cream to customers located in Canada and provides services to Canadian franchisees of DB Canadian Franchising ULC.

Dunkin’ Brands International DMCC

5/23/2012 Dubai

Not applicable Dunkin’ Brands International DMCC trades in foodstuff and beverages.

Dunkin Brands (UK) Limited

1/19/2006 United

Kingdom

Not applicable Dunkin Brands UK Limited services the assets related to the Dunkin’ brand in the United Kingdom.

Dunkin’ Espanola, S.A. 6/29/1995 Spain

Not applicable Dunkin’ Espanola, S.A. has employees that provide professional services (franchising, marketing services, etc.) to Dunkin’ franchisees in Spain.

Coffee QSR Deutschland GmbH

4/30/2015 Germany

Not applicable Provision of services and acquisition of support tasks in connection with the concession to franchisees for the operation of restaurants, coffee shops and stores under the brands "Dunkin ' " or "Baskin-Robbins" including sub-licensing trademarks and other intellectual property rights, the implementation of advertising and marketing activities and other comparable transactions and activities.

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2

Joint Ventures

Entity Name When and Where Formed

When began Franchising

(if applicable) Description of Operations

B-R 31 Ice Cream Co. Ltd 12/26/1973 Japan

1973 B-R 31 Ice Cream Co. Ltd manufactures and sells ice cream products to Baskin-Robbins franchisees operating in Japan, operates Baskin-Robbins points of distribution in Japan and Hawaii and subfranchises the Baskin-Robbins brand to franchisees operating points of distribution in Japan or Taiwan.

B-R Korea Co. Ltd 4/19/1985 Korea

1985 B-R Korea Co. Ltd manufactures and sells ice cream products to Baskin-Robbins franchisees operating in South Korea, operates Dunkin’ and Baskin-Robbins points of distribution in South Korea and subfranchises the Dunkin’ and Baskin-Robbins brands to franchisees operating points of distribution in South Korea.

Palm Oasis Ventures Pty Ltd. 4/10/2013 Australia

2013 Palm Oasis Ventures Pty Ltd was formed to franchise Baskin-Robbins restaurants in Australia

397

APPENDIX III: SCHEDULES/ADDENDA/NOTICES REQUIRED BY VARIOUS STATES

Attached in Appendix III are addenda to the information in this Disclosure Document and contract amendments that are required in certain states:

Hawaii • Addendum to FDD Illinois • Addendum to FDD • Schedule IL Addendum to Franchise Agreement and Store Development Agreement Michigan • Addendum to FDD Minnesota • Addendum to FDD • Schedule MN Franchise Agreement Amendment • Schedule MN Store Development Agreement Amendment Rhode Island • Schedule RI Addendum to FDD and Amendment to Franchise Agreement and Store Development Agreement Washington • Addendum to Disclosure Document and Amendment to Franchise Agreement and Store Development Agreement

398

Hawaii Disclosure Addendum The following paragraphs are added in the state cover pages: THESE FRANCHISES WILL HAVE BEEN FILED UNDER THE FRANCHISE INVESTMENT LAW OF THE STATE OF HAWAII. FILING DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION OR ENDORSEMENT BY THE COMMISSIONER OF SECURITIES, DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS OR A FINDING BY THE COMMISSIONER OF SECURITIES, DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS THAT THE INFORMATION PROVIDED HEREIN IS TRUE, COMPLETE AND NOT MISLEADING. THE FRANCHISE INVESTMENT LAW MAKES IT UNLAWFUL TO OFFER OR SELL ANY FRANCHISE IN THIS STATE WITHOUT FIRST PROVIDING TO THE PROSPECTIVE FRANCHISEE AT LEAST SEVEN DAYS PRIOR TO THE EXECUTION BY THE PROSPECTIVE FRANCHISEE, OF ANY BINDING FRANCHISE OR OTHER AGREEMENT, OR AT LEAST SEVEN DAYS PRIOR TO THE PAYMENT OF ANY CONSIDERATION BY THE FRANCHISEE, WHICHEVER OCCURS FIRST, A COPY OF THE DISCLOSURE DOCUMENT, AND THIS ADDENDUM, TOGETHER WITH A COPY OF ALL PROPOSED AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE. THIS ADDENDUM AND THE DISCLOSURE DOCUMENT CONTAIN A SUMMARY ONLY OF CERTAIN MATERIAL PROVISIONS OF THE FRANCHISE AGREEMENT. THE CONTRACT OR AGREEMENT SHOULD BE REFERRED TO FOR A STATEMENT OF ALL RIGHTS, CONDITIONS, RESTRICTIONS AND OBLIGATIONS OF BOTH THE FRANCHISOR AND FRANCHISEE. The name and address of the Franchisor's agent in this state authorized to receive service of process is: Commissioner of Securities, Department of Commerce and Consumer Affairs, Business Registration Division, Securities Compliance Branch, 335 Merchant Street, Room 203, Honolulu, Hawaii 96813. In recognition of the requirements of the Hawaii Franchise Investment Law, Hawaii Rev. Stat. §§ 482E, et seq., the Franchise Disclosure Document for Dunkin’ Donuts Franchising LLC in connection with the offer and sale of franchises for use in the State of Hawaii shall be amended to include the following:

This proposed registration is effective/exempt from registration or will shortly be on file in California, Hawaii, Illinois, Indiana, Kentucky, Maryland, Michigan, Minnesota, Nebraska, New York, North Dakota, Rhode Island, South Dakota, Texas, Utah, Virginia, Washington, and Wisconsin. No states have refused, by order or otherwise, to register these franchises. No states have revoked or suspended the right to offer these franchises. The proposed registration of these franchises has not been involuntarily withdrawn in any state.

Each provision of this Addendum to the Disclosure Document shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Hawaii Franchise Investment Law, Hawaii Rev. Stat. §§ 482E, et seq., are met independently without reference to this Addendum to the Disclosure document.

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V2021

SCHEDULE “IL”

Illinois Disclosure Addendum and Addendum to the Franchise Agreement and Store Development Agreement

In recognition of the requirements of the Illinois Franchise Disclosure Act, Ill. Comp. Stat. §§ 705/1 to

705/44, the Franchise Disclosure Document for Dunkin' Donuts Franchising LLC and/ or Baskin Robbins Franchising LLC for use in the State of Illinois, as well as the parties’ Franchise Agreement and/or Store Development Agreement shall be amended to include the following:

1. Item 17, "Renewal, Termination, Transfer and Dispute Resolution," shall be amended by the addition of the following:

• Illinois law governs the agreements between the parties to this franchise.

• Section 4 of the Illinois Franchise Disclosure Act provides that any provision in the franchise agreement that designates jurisdiction or venue outside of the State of Illinois is void. However, a franchise agreement/ may provide for arbitration outside of Illinois.

• Section 41 of the Illinois Franchise Disclosure Act provides that any condition, stipulation or

provision purporting to bind any person acquiring any franchise to waive compliance with the Illinois Franchise Disclosure Act or any other law of Illinois is void.

• Your right upon termination and non-renewal of a franchise agreement are set forth in

Sections 19 and 20 of the Illinois Franchise Disclosure Act.

2. Each provision of this addendum shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Illinois Franchise Disclosure Act are met independently, without reference to this addendum.

IN WITNESS WHEREOF, the parties have duly signed this Illinois Amendment on the same date as that agreement was signed. FRANCHISOR FRANCHISEE:

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V2021

Michigan Disclosure Addendum

THE STATE OF MICHIGAN PROHIBITS CERTAIN UNFAIR PROVISIONS THAT ARE SOMETIMES IN FRANCHISE DOCUMENTS. IF ANY OF THE FOLLOWING PROVISIONS ARE IN THESE FRANCHISE DOCUMENTS, THE PROVISIONS ARE VOID AND CANNOT BE ENFORCED AGAINST YOU:

(A) A PROHIBITION ON THE RIGHT OF A FRANCHISEE TO JOIN AN ASSOCIATION OF FRANCHISEES.

(B) A REQUIREMENT THAT A FRANCHISEE ASSENT TO A RELEASE, ASSIGNMENT, NOVATION, WAIVER, OR ESTOPPEL WHICH DEPRIVES A FRANCHISEE OF RIGHTS AND PROTECTIONS PROVIDED IN THIS ACT. THIS SHALL NOT PRECLUDE A FRANCHISEE, AFTER ENTERING INTO A FRANCHISE AGREEMENT, FROM SETTLING ANY AND ALL CLAIMS.

(C) A PROVISION THAT PERMITS A FRANCHISOR TO TERMINATE A FRANCHISE PRIOR TO THE EXPIRATION OF ITS TERM EXCEPT FOR GOOD CAUSE. GOOD CAUSE SHALL INCLUDE THE FAILURE OF THE FRANCHISEE TO COMPLY WITH ANY LAWFUL PROVISIONS OF THE FRANCHISE AGREEMENT AND TO CURE SUCH FAILURE AFTER BEING GIVEN WRITTEN NOTICE THEREOF AND A REASONABLE OPPORTUNITY, WHICH IN NO EVENT NEED BE MORE THAN 30 DAYS, TO CURE SUCH FAILURE.

(D) A PROVISION THAT PERMITS A FRANCHISOR TO REFUSE TO RENEW A FRANCHISE WITHOUT FAIRLY COMPENSATING THE FRANCHISEE BY REPURCHASE OR OTHER MEANS FOR THE FAIR MARKET VALUE, AT THE TIME OF EXPIRATION, OF THE FRANCHISEE'S INVENTORY, SUPPLIES, EQUIPMENT, FIXTURES, AND FURNISHINGS. PERSONALIZED MATERIALS WHICH HAVE NO VALUE TO THE FRANCHISOR AND INVENTORY, SUPPLIES, EQUIPMENT, FIXTURES, AND FURNISHINGS NOT REASONABLY REQUIRED IN THE CONDUCT OF THE FRANCHISED BUSINESS ARE NOT SUBJECT TO COMPENSATION. THIS SUBSECTION APPLIES ONLY IF: (i) THE TERM OF THE FRANCHISE IS LESS THAN 5 YEARS; AND (ii) THE FRANCHISEE IS PROHIBITED BY THE FRANCHISE OR OTHER AGREEMENT FROM CONTINUING TO CONDUCT SUBSTANTIALLY THE SAME BUSINESS UNDER ANOTHER TRADEMARK, SERVICE MARK, TRADE NAME, LOGOTYPE, MARKETING, OR OTHER COMMERCIAL SYMBOL IN THE SAME AREA SUBSEQUENT TO THE EXPIRATION OF THE FRANCHISE OR THE FRANCHISEE DOES NOT RECEIVE AT LEAST 6 MONTHS ADVANCE NOTICE OF FRANCHISOR'S INTENT NOT TO RENEW THE FRANCHISE.

(E) A PROVISION THAT PERMITS THE FRANCHISOR TO REFUSE TO RENEW A FRANCHISE ON TERMS GENERALLY AVAILABLE TO OTHER FRANCHISEES OF THE SAME CLASS OR TYPE UNDER SIMILAR CIRCUMSTANCES. THIS SECTION DOES NOT REQUIRE A RENEWAL PROVISION.

(F) A PROVISION REQUIRING THAT ARBITRATION OR LITIGATION BE CONDUCTED OUTSIDE THIS STATE. THIS SHALL NOT PRECLUDE THE FRANCHISEE FROM ENTERING INTO AN AGREEMENT, AT THE TIME OF ARBITRATION, TO CONDUCT ARBITRATION AT A LOCATION OUTSIDE THIS STATE.*

(G) A PROVISION WHICH PERMITS A FRANCHISOR TO REFUSE TO PERMIT A TRANSFER OF OWNERSHIP OF A FRANCHISE, EXCEPT FOR GOOD CAUSE. THIS SUBDIVISION DOES NOT PREVENT A FRANCHISOR FROM EXERCISING A RIGHT OF FIRST REFUSAL TO PURCHASE THE FRANCHISE. GOOD CAUSE SHALL INCLUDE, BUT IS NOT LIMITED TO:

* NOTE: NOTWITHSTANDING PARA. (F) ABOVE, WE INTEND TO FULLY ENFORCE THE PROVISIONS OF THE ARBITRATION SECTION OF OUR AGREEMENTS. WE BELIEVE THAT PARA. (F) IS PREEMPTED BY THE FEDERAL ARBITRATION ACT AND THAT PARA. (F) IS THEREFORE UNCONSTITUTIONAL.

401

(i) THE FAILURE OF THE PROPOSED FRANCHISEE TO MEET THE FRANCHISOR'S THEN CURRENT REASONABLE QUALIFICATIONS OR STANDARDS.

(ii) THE FACT THAT THE PROPOSED TRANSFEREE IS A COMPETITOR OF THE FRANCHISOR OR SUBFRANCHISOR.

(iii) THE UNWILLINGNESS OF THE PROPOSED TRANSFEREE TO AGREE IN WRITING TO COMPLY WITH ALL LAWFUL OBLIGATIONS.

(iv) THE FAILURE OF THE FRANCHISEE OR PROPOSED TRANSFEREE TO PAY ANY SUMS OWING TO THE FRANCHISOR OR TO CURE ANY DEFAULT IN THE FRANCHISE AGREEMENT EXISTING AT THE TIME OF THE PROPOSED TRANSFER.

(H) A PROVISION THAT REQUIRES THE FRANCHISEE TO RESELL TO THE FRANCHISOR ITEMS THAT ARE NOT UNIQUELY IDENTIFIED WITH THE FRANCHISOR. THIS SUBDIVISION DOES NOT PROHIBIT A PROVISION THAT GRANTS TO A FRANCHISOR A RIGHT OF FIRST REFUSAL TO PURCHASE THE ASSETS OF A FRANCHISE ON THE SAME TERMS AND CONDITIONS AS A BONA FIDE THIRD PARTY WILLING AND ABLE TO PURCHASE THOSE ASSETS, NOR DOES THIS SUBDIVISION PROHIBIT A PROVISION THAT GRANTS THE FRANCHISOR THE RIGHT TO ACQUIRE THE ASSETS OF A FRANCHISE FOR THE MARKET OR APPRAISED VALUE OF SUCH ASSETS IF THE FRANCHISEE HAS BREACHED THE LAWFUL PROVISIONS OF THE FRANCHISE AGREEMENT AND HAS FAILED TO CURE THE BREACH IN THE MANNER PROVIDED IN SUBDIVISION (C).

(I) A PROVISION WHICH PERMITS THE FRANCHISOR TO DIRECTLY OR INDIRECTLY CONVEY, ASSIGN, OR OTHERWISE TRANSFER ITS OBLIGATIONS TO FULFILL CONTRACTUAL OBLIGATIONS TO THE FRANCHISEE UNLESS PROVISION HAS BEEN MADE FOR PROVIDING THE REQUIRED CONTRACTUAL SERVICES.

*****

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

*****

IF THE FRANCHISOR'S MOST RECENT FINANCIAL STATEMENTS ARE UNAUDITED AND SHOW A NET WORTH OF LESS THAN $100,000, THE FRANCHISOR MUST, AT THE REQUEST OF THE FRANCHISEE, ARRANGE FOR THE ESCROW OF INITIAL INVESTMENT AND OTHER FUNDS PAID BY THE FRANCHISEE UNTIL THE OBLIGATIONS TO PROVIDE REAL ESTATE, IMPROVEMENTS, EQUIPMENT, INVENTORY, TRAINING, OR OTHER ITEMS INCLUDED IN THE FRANCHISE OFFERING ARE FULFILLED. AT THE OPTION OF THE FRANCHISOR, A SURETY BOND MAY BE PROVIDED IN PLACE OF ESCROW.

*****

THE NAME AND ADDRESS OF THE FRANCHISOR'S AGENT IN THIS STATE AUTHORIZED TO RECEIVE SERVICE OF PROCESS IS: MICHIGAN DEPARTMENT OF COMMERCE, CORPORATION AND SECURITIES BUREAU, 6546 MERCANTILE WAY, P.O. BOX 30222, LANSING, MICHIGAN 48910.

ANY QUESTIONS REGARDING THIS NOTICE SHOULD BE DIRECTED TO:

DEPARTMENT OF THE ATTORNEY GENERAL'S OFFICE CORPORATE OVERSIGHT DIVISION

ATTN: FRANCHISE 670 G. MENNEN WILLIAMS BUILDING

LANSING, MICHIGAN 48913

402

V2021

Minnesota Disclosure Addendum

In recognition of the requirements of the Minnesota Franchises Law, Minn. Stat. §§ 80C.01 through 80C.22, and of the Rules and Regulations promulgated thereunder by the Minnesota Commissioner of Commerce, Minn. Rules §§ 2860.0100 through 2860.9930, the Franchise Disclosure Document for Dunkin’ Donuts Franchising LLC and/ or Baskin-Robbin Franchising LLC for use in the State of Minnesota shall be amended to include the following: 1. Item 13, "Trademarks," shall be amended by the addition of the following paragraph at the end of the Item:

Pursuant to Minnesota Stat. Sec. 80C.12, Subd. 1(g), we are required to protect any rights which you have to use our proprietary marks.

2. Item 17, "Renewal, Termination, Transfer and Dispute Resolution," shall be amended by the addition of the following paragraphs:

With respect to franchisees governed by Minnesota law, we will comply with Minn. Stat. Sec. 80C.14, Subds. 3,4, and 5 which require, except in certain specified cases, that a franchisee be given 90 days’ notice of termination (with 60 days to cure) and 180 days’ notice of non-renewal of the Franchise Agreement, and that consent to the transfer of the franchise not be unreasonably withheld.

Pursuant to Minn. Rule 2860.4400D, any general release of claims that you or a transferor may have against us or our shareholders, directors, employees and agents, including without limitation claims arising under federal, state, and local laws and regulations shall exclude claims you or a transferor may have under the Minnesota Franchise Law and the Rules and Regulations promulgated thereunder by the Commissioner of Commerce.

Minn. Stat. § 80C.21 and Minn. Rule 2860.4400J prohibit us from requiring litigation to be conducted outside Minnesota. In addition, nothing in the disclosure document or agreement can abrogate or reduce any of your rights as provided for in Minnesota Statutes, Chapter 80C, or your rights to jury trial, any procedure, forum, or remedies as may be provided for by the laws of the jurisdiction.

3. Each provision of this addendum shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Minnesota Franchises Law or the Rules and Regulations promulgated thereunder by the Minnesota Commission of Commerce are met independently without reference to this addendum to the disclosure document.

403

SCHEDULE “MN” V2021

Minnesota Franchise Agreement Amendment

In recognition of the requirements of the Minnesota Franchises Law, Minn. Stat. §§ 80C.01 through 80C.22 (the “Minnesota Act”), and of the Rules and Regulations promulgated thereunder by the Minnesota Commissioner of Commerce, Minn. Rules §§ 2860.0100 through 2860.9930 (the “Minnesota Rules”), the parties to the attached Dunkin’ Donuts Franchising LLC and/or Baskin-Robbins Franchising LLC Franchise Agreement (the "Agreement") agree as follows:

1. Section 2.4(b)(vi) of the Agreement shall be amended by adding the following:

Notwithstanding the above language, any release signed under this Section 2.4(b)(vi) will exclude any claims that you may have that arise under the Minnesota Act or the Minnesota Rules.

2. Section 2.4 of the Agreement shall be supplemented by adding the following new Section 2.4(c):

(c) Minnesota law provides franchisees with certain non-renewal rights. In sum, Minn. Stat. § 80C.14 (subd. 4) currently requires, except in certain specified cases, that a franchisee be given 180 days’ notice of non-renewal of this Agreement.

3. Section 9.5 of the Agreement shall be supplemented by adding the following:

Pursuant to Minnesota Stat. Sec. 80C.12, Subd. 1(g), we are required to protect any rights that you may have under this Agreement to use our trademarks.

4. Section 13.1 of the Agreement shall be amended by adding the following:

Notwithstanding the above language, any release signed under this Section 13.1 will exclude any claims that you may have that arise under the Minnesota Act or the Minnesota Rules.. Minnesota law provides franchisees with certain transfer rights. In sum, Minn. Stat. § 80C.14 (subd. 5) currently requires that we may not unreasonably withhold our consent to the proposed transfer of the franchise.

5. Section 14.6 of the Agreement shall be amended by adding the following:

Minnesota law provides franchisees with certain termination rights. In sum, Minn. Stat. § 80C.14 (subd. 3) currently requires, except in certain specified cases, that a franchisee be given 90 days’ notice of termination (with 60 days to cure) of the Franchise Agreement.

6. Each provision of this Amendment shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Minnesota Act or the Minnesota Rules are met independently without reference to this Amendment.

IN WITNESS WHEREOF, the parties have duly executed, and delivered this Minnesota amendment to the Franchise Agreement on the same date as the Franchise Agreement was executed.

FRANCHISOR: _____________________________

FRANCHISEE: _____________________________________

404

V2021

Minnesota Store Development Agreement Amendment

In recognition of the requirements of the Minnesota Franchises Law, Minn. Stat. §§ 80C.01 through 80C.22 (the “Minnesota Act”), and of the Rules and Regulations promulgated thereunder by the Minnesota Commissioner of Commerce, Minn. Rules §§ 2860.0100 through 2860.9930 (the “Minnesota Rules”), the parties to the attached Dunkin’ Donuts Franchising LLC and/or Baskin-Robbins Franchising LLC Store Development Agreement (the "Store Development Agreement") agree as follows:

1. Section 9(C) of the Store Development Agreement shall be amended by adding the following:

Notwithstanding the above language, any release signed under this Section 13.1 will exclude any claims that you may have that arise under the Minnesota Act or the Minnesota Rules. Minnesota law provides franchisees with certain transfer rights. In sum, Minn. Stat. § 80C.14 (subd. 5) currently requires that we may not unreasonably withhold our consent to the proposed transfer of the franchise.

2. Section 8 of the Store Development Agreement shall be amended by adding the following:

Minnesota law provides franchisees with certain termination rights. In sum, Minn. Stat. § 80C.14 (subd. 3) currently requires, except in certain specified cases, that a franchisee be given 90 days’ notice of termination (with 60 days to cure) of the Franchise Store Development Agreement.

3. Each provision of this Amendment shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Minnesota Act or the Minnesota Rules are met independently without reference to this Amendment.

IN WITNESS WHEREOF, the parties have duly executed, and delivered this Minnesota amendment to the Franchise Store Development Agreement on the same date as the Store Development Agreement was executed.

FRANCHISOR _____________________________________

FRANCHISEE: ________________________________________

405

V2021 SCHEDULE “RI”

Rhode Island Disclosure Addendum and Amendment to Franchise Agreement and Store Development Agreement

In recognition of the requirements of the Rhode Island Franchise Investment Act, §§ 19-28.1-1 through

19-28.1-34, the parties to the attached Dunkin’ Donuts Franchising LLC and/or Baskin-Robbins Franchising LLC Franchise Agreement (or Store Development Agreement) (the "Agreement") agree as follows:

1. The Agreement shall be amended by adding the following:

Notwithstanding anything to the contrary in the Agreement, Section 19-28.1-14 of the Rhode Island Franchise Investment Act provides that "[a] provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act."

2. This amendment shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Rhode Island Franchise Investment Act, §§ 19-28.1-1 through 19-28.1-34, are met independently without reference to this amendment.

IN WITNESS WHEREOF, the parties have signed this amendment on the same date as the Agreement was

executed.

FRANCHISOR: FRANCHISEE: _________________________________

_____________________________________

406

V2021 SCHEDULE “WA”

Washington Disclosure Addendum and Amendment to Franchise Agreement and Store Development Agreement

In recognition of the requirements of the Washington Franchise Investment Protection Act, Wash. Rev.

Code §§ 19.100.180, the Franchise Disclosure Document for Dunkin’ Donuts Franchising LLC and/or Baskin-Robbins Franchising LL (and the applicable Franchise Agreement and Store Development Agreement) for use in the State of Washington shall be amended to include the following: 1. Item 17(d), "Renewal, Termination, Transfer and Dispute Resolution," shall be amended by adding the

following: Franchisees may terminate under any grounds permitted by law. 2. Item 17, "Renewal, Termination, Transfer and Dispute Resolution," shall be amended by adding the

following:

• The State of Washington has a statute, RCW 19.100.180, that may supersede your franchise agreement or store development agreement in your relationship with us, including the areas of termination and renewal of your franchise. There may also be court decisions that may supersede the franchise agreement or store development agreement in your relationship with us, including the areas of termination and renewal of your franchise.

• In any arbitration involving a franchise purchased in Washington, the arbitration shall be held in the State of Washington, in a place mutually agreed upon at the time of the arbitration, or as determined by the arbitrator.

• In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW, shall prevail.

• A release or waiver of rights executed by a franchisee shall not include rights under the Washington Franchise Investment Protection Act except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, rights or remedies under the Act such as a right to a jury trial may not be enforceable.

• Transfer fees are collectable to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.

3. Each provision of this addendum shall be effective only to the extent, with respect to such provision, that

the jurisdictional requirements of the Washington Franchise Investment Protection Act, Wash. Rev. Code §§ 19.100.180, are met independently without reference to this addendum.

IN WITNESS WHEREOF, the parties have signed this Washington Addendum on the same date as the

Agreement was executed. FRANCHISOR: FRANCHISEE:

______________________________________

__________________________________________

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APPENDIX IV:

Table of Contents for Baskin-Robbins Retail Operations Manual

Table of Contents for Baskin-Robbins Food Safety System Manual

408

Baskin-Robbins® Retail Operations

January 30, 2021

409

Credits and Copyright

THE MATERIALS ON THIS SITE CONTAIN CONFIDENTIAL,PROPRIETARY AND COMPETITIVELY SENSITIVE INFORMATION.

THIS MATERIAL MAY NOT BE COPIED, SHARED WITH OR DISTRIBUTED

DONUTS AND BASKIN-ROBBINS FRANCHISEES (INCLUDINGAUTHORIZED INTERNATIONAL LICENSEES) OR THE AUTHORIZEDMANAGERS OF SUCH FRANCHISEES IN CONNECTION WITH THEIR

-ROBBINSRESTAURANTS. ANY UNAUTHORIZED COPYING, SHARING ORDISTRIBUTION IS STRICTLY PROHIBITED, AND CONSTITUTES AVIOLATION OF THE FRANCHISE AGREEMENT.

IN ORDER TO PROTECT THESE CONFIDENTIAL AND PROPRIETARYMATERIALS, IT IS IMPORTANT THAT YOU PROMPTLY NOTIFY THE

ORGANIZATION WHO HAD ACCESS TO OPS SOURCE THROUGH ON-LINE UNIVERSITY OR FRANCHISEE CENTRAL HAS LEFT YOURORGANIZATION, OR IF YOU BELIEVE THE CONFIDENTIALITY ORSECURITY OF YOUR USERNAME OR PASSWORD MAY HAVE BEENCOMPROMISED.

THESE MANUALS, AND ANY UPDATES OR OTHER DOCUMENTS MADEAVAILABLE TO FRANCHISEES, CONTADONUTS AND BASKIN-ROBBINS SYSTEMS AS OF THE DATE STATED TO

THIS SITE WILL BE UPDATED AS STANDARDS AND MANUALS CHANGE.

ADDITIONS, DELETIONS AND CHANGES OF ANY KIND TO THE

OPERATIONS OF THE RESTAURANTS.

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Table of Contents January 30, 2020 3

Table of Contents

PageCold Beverages.................................................................................................................6

Cold Beverages: Set Up Cold Beverages Station...........................................................6

Cold Beverages: Overview.............................................................................................8

Cold Beverages: Thaw Concentrate and Fruit Base.....................................................11

Cold Beverages: Prepare Cappuccino Pre-mix ............................................................13

Cold Beverages: Stock Cold Beverage Coolers ...........................................................14

Cold Beverages: Check Ice Weight ..............................................................................15

Cold Beverages: Prepare Milkshakes and Malts ..........................................................17

Cold Beverages: Prepare Cappuccino Blast® Original ..............................................21

Cold Beverages: Prepare Cappuccino Blast® Mocha and Caramel...........................26

Cold Beverages: Prepare Cappuccino Blast® OREO® 'n Cookies .............................31

Cold Beverages: Prepare Cappuccino Blast® Turtle ..................................................37

Cold Beverages: Prepare Fruit Blast®...........................................................................42

Cold Beverages: Prepare Smoothie .............................................................................46

Cold Beverages: Prepare Freeze .................................................................................51

Cold Beverages: Prepare Ice Cream Soda (Optional) ..................................................55

Cold Beverages: Prepare Ice Cream Float ...................................................................58

Cold Beverages: Prepare Extra Thick Shakes with Soft Serve Chocolate (BR ExpressLocations Only) ............................................................................................................60

Cold Beverages: Prepare Extra Thick Shakes with Soft Serve Vanilla (BR ExpressLocations Only) ............................................................................................................62

Cold Beverages: Prepare Extra Thick Shakes with Soft Serve Strawberry (BR ExpressLocations Only) ............................................................................................................64

Cold Beverages: Prepare Extra Thick Shakes with Soft Serve Jamoca® (BR ExpressLocations Only) ............................................................................................................66

Cold Beverages: Recommended Quality Check...........................................................68

Cups and Cones Station..................................................................................................69

Cups and Cones Station: Overview..............................................................................70

Cups and Cones Station: Merchandise the Dipping Cabinet ........................................77

Cups and Cones Station: Arrange Ice Cream Tubs in Dipping Cabinet ........................79

Cups and Cones Station: Set Up Dipping Cabinet at Beginning of Day........................83

Cups and Cones Station: Partial or Replace a Tub ......................................................85

Cups and Cones Station: Create a Partial Tub.............................................................88

Cups and Cones Station: Set Up Cups and Cones Station ..........................................90

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4 January 30, 2020 Table of Contents

Cups and Cones Station: Prepare Waffle Batter...........................................................91

Cups and Cones Station: Make Waffle Cones and Bowls ............................................93

Cups and Cones Station: Make Chocolate-Dipped/Decorated Waffle Cones and Bowls.....................................................................................................................................96

Cups and Cones Station: Recommended Practice to Weigh a Portion of Hard Scoop IceCream ..........................................................................................................................98

Cups and Cones Station: Maintaining the Station.........................................................99

Cups and Cones Station: Use Waffle Cone and Bowl Merchandisers ........................ 108

Cups and Cones Station: Prepare Soft Serve Cone ................................................... 109

Cups and Cones Station: Prepare Hard Scoop Cone................................................. 111

Cups and Cones Station: Prepare Soft Serve Cup ..................................................... 113

Cups and Cones Station: Prepare Hard Scoop Cup................................................... 115

Cups and Cones Station: Break Down Station at End of Day..................................... 117

Cups and Cones Station: Clean Waffle Iron Daily ...................................................... 121

Cups and Cones Station: Defrost and Clean Dipping Cabinet Weekly ....................... 122

Cups and Cones Station: Recommended Quality Checks.......................................... 128

Baskin-Robbins® Merchandising.................................................................................... 129

Sundaes and Splits Station ........................................................................................... 131

Sundaes and Splits: Overview.................................................................................... 132

Sundaes and Splits: Set Up Sundaes and Splits Station ............................................ 134

Sundaes and Splits: Prepare and Store Heated Toppings.......................................... 138

Sundaes and Splits: Prepare and Store Marshmallow Topping .................................. 140

Sundaes and Splits: Prepare and Store Strawberry Topping...................................... 141

Sundaes and Splits: Prepare and Store Pineapple Topping ....................................... 143

Sundaes and Splits: Prepare Cherry-Almond Tower .................................................. 144

Sundaes and Splits: Prepare and Store Bananas....................................................... 145

Sundaes and Splits: Prepare White Cake and Fudge Brownie Cubes........................ 147

Sundaes and Splits: Prepare Banana Royale Sundae ............................................... 150

Sundaes and Splits: Prepare Reese's® Peanut Butter Cup Sundae ........................... 151

Sundaes and Splits: Prepare Made with Snickers® Sundae ....................................... 153

Sundaes and Splits: Prepare Chocolate Chip Cookie Dough Sundae ........................ 155

Sundaes and Splits: Prepare OREO® Layered Sundae.............................................. 157

Sundaes and Splits: Prepare Classic Banana Split .................................................... 158

Sundaes and Splits: Recommended Banana Splits Quality Check............................. 160

Soft Serve Products (Optional) ...................................................................................... 161

Soft Serve Products: Overview................................................................................... 161

Soft Serve Products: Thaw Soft Serve Mix................................................................. 163

Soft Serve Products: Prepare Soft Serve Cone Drizzle .............................................. 164

Soft Serve Products: Soft Serve Opening Procedures................................................ 166

Soft Serve Products: Set Up Soft Serve Parfaits Station ............................................ 168

Soft Serve Products: Maintain Soft Serve Machine During the Shift ........................... 172

Soft Serve Products: Prepare 31° Below® Mix-In Treats............................................. 174

Soft Serve Machine Daily Closing Procedures ........................................................... 178

Soft Serve Products: Prepare Soft Serve Parfait ........................................................ 180

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Clean Soft Serve Machine Weekly ............................................................................. 182

Perform Quarterly Preventative Maintenance for Soft Serve Machine ........................ 189

Soft Serve Products: Recommended Quality Checks................................................. 190

Take-home Ice Cream and Treats ................................................................................. 191

Take-home Ice Cream and Treats: Overview ............................................................. 192

Take-home Ice Cream and Treats: Set Up Area for Take-home Ice Cream and Treats................................................................................................................................... 195

Take-home Ice Cream and Treats: Maintain Area for Take-home Ice Cream and TreatsDuring the Shift .......................................................................................................... 197

Tub Cutter Operation: Overview................................................................................. 200

Tub Cutter Operation: Assemble the Tub Cutter......................................................... 201

Tub Cutter Operation: Clean the Tub Cutter............................................................... 201

Tub Cutter Operation: Replacing the Blade on the Tub Cutter.................................... 203

Tub Cutter Operation: Replacing the Wire on the Tub Cutter ..................................... 203

Take-home Ice Cream and Treats: Prepare Bulk Ice Cream ...................................... 204

Take-home Ice Cream and Treats: Prepare Soft Serve Cookie Sandwiches.............. 207

Take-home Ice Cream and Treats: Prepare Fresh-Packed Ice Cream ....................... 208

Take-home Ice Cream and Treats: Prepare Clown Cones ......................................... 213

Take-home Ice Cream and Treats: Prepare Polar Pizza ............................................ 216

Break Down Area for Take-home Ice Cream and Treats ............................................ 219

Take-home Treats: Recommended Quality Checks ................................................... 220

Warm Desserts Cookies and Equipment Cleaning and Maintenance ............................ 222

Warm Desserts: Handling Cookies............................................................................. 222

Warm Desserts: Merchandising Cookies.................................................................... 223

Warm Desserts: Equipment Cleaning & Maintenance ................................................ 224

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Food Safety System

January 7, 2021

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2 January 7, 2021 Table of Contents

Table of Contents

Page

Food Safety System Introduction ....................................................................................... 4

Food Safety System Overview .......................................................................................... 5

Food Safety Basics ........................................................................................................... 6

Duties of Person in Charge (PIC) ...................................................................................... 7

Imminent Health Risks ....................................................................................................... 8

Imminent Health Risks ................................................................................................... 8

Health and Habits .............................................................................................................. 9

Illness and Symptoms .................................................................................................. 10

Personal Hygiene ......................................................................................................... 12

Hand Washing ............................................................................................................. 14

Bare Hand Contact ....................................................................................................... 16

Personal Items and Behaviors ...................................................................................... 17

Cleaning and Sanitation .................................................................................................. 18

Ware Washing Sink ...................................................................................................... 19

Cleaning ....................................................................................................................... 22

Sanitizing ..................................................................................................................... 23

Chemicals .................................................................................................................... 25

Cleaning Tools ............................................................................................................. 26

Time and Temperature .................................................................................................... 28

Thermometers .............................................................................................................. 29

Time and Temperature Controls ................................................................................... 31

Managing Product ........................................................................................................... 35

Source-Products-Suppliers .......................................................................................... 35

Receiving ..................................................................................................................... 36

Storage ........................................................................................................................ 36

"Display Only" Merchandising ...................................................................................... 38

Dating .......................................................................................................................... 39

Labeling ....................................................................................................................... 40

Product Donations ........................................................................................................ 41

Allergen Management .................................................................................................. 41

Retail and Promotional Products (Non-Food) ............................................................... 45

Food Security ............................................................................................................... 45

Product Hold, Withdrawal, and Recall .......................................................................... 46

Premises and Facilities .................................................................................................... 47

Minimum Requirements ............................................................................................... 47

Pest Management ........................................................................................................ 51

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Managing Waste, Recyclables, and Compost .............................................................. 53

Outside Storage of Waste, Recyclables, and Compost Receptacles ............................ 53

Water Supply ............................................................................................................... 54

Service Animals in Restaurants ....................................................................................... 55

Service Animals in Production Areas and Manufacturing Plants ................................... 55

CML Addendum .............................................................................................................. 55

CML - Additional CML Truck Transportation Requirements .......................................... 55

CML - Dress Code and Personal Hygiene .................................................................... 56

Personal Protective Equipment (PPE) .......................................................................... 57

Appendix ......................................................................................................................... 57

Appendix ...................................................................................................................... 57

Glossary .......................................................................................................................... 63

Glossary ....................................................................................................................... 63

416

APPENDIX V- REGION LIST

Regions for BR Standalone Restaurants as defined for Item 19

East Mountain West

STATES: STATES: AL, CT, DC, FL, GA, IA, IL, IN, KY, LA (except Bossier & Caddo Counties), MD, MI, MO, MS, NC, NJ, NY, OH, PA, SC, TN, TX (only Brazoria, Fort Bend, Galveston, Harris, Hidalgo, Jefferson, Montgomery, & Nueces Counties), VA, WI, WV

AK, AZ, CO, ID, LA (only Bossier & Caddo Counties), MT, NM, OR (only Malheur County), TX (excluding Brazoria, Fort Bend, Galveston, Harris, Hidalgo, Jefferson, Montgomery, Nueces Counties), UT (excluding Washington County), WA (excluding Clark & Cowlitz Counties), WY

West North West-South

STATES: STATES: CA (only the following counties – Kern, Los Angeles, Orange, Riverside, San Bernardino, San Diego, Santa Barbara, Ventura), HI, NV, OR (excluding Malheur County) UT (only Washington County), WA

CA (excluding the following counties – Kern, Los Angeles, Orange, Riverside, San Bernardino, San Diego, Santa Barbara, Ventura)

Regions for Combo Restaurants as defined for Item 19 Northeast

DMA DMA 500 Portland, ME 532 Albany-Schenectady-Troy, NY 501 Metro, NY 533 Hartford-New Haven, CT 502 Binghamton, NY 537 Bangor, ME 504 Philadelphia, PA 538 Rochester, NY 506 E. Mass/Southern, NH 543 Springfield, MA 508 Pittsburgh, PA 549 Watertown, NY 514 Buffalo, NY 552 Presque Isle, ME 516 Erie, PA 555 Syracuse, NY 521 Providence, RI 565 Elmira, NY 523 Burlington, VT-Plattsburgh, NY 566 Lancaster/Harrisburg/York, PA 526 Utica, NY 574 Johnstown/Altoona, PA 577 Wilkes Barre-Scranton, PA

417

Midwest

DMA DMA 505 Detroit, MI 613 Minneapolis, MN 509 Fort Wayne, IN 616 Lawrence, KS 510 Cleveland, OH 617 Milwaukee, WI 513 Flint-Saginaw-Bay City, MI 619 Springfield, MO 515 Cincinnati, OH 624 Sioux City, IA 527 Indianapolis, IN 631 Ottumwa/Kirksville , MO 535 Columbus, OH 632 Paducah, KY-Cape Girardeau, MO-

Harrisburg/Mount Vernon, IL 536 Youngstown, OH 637 Cedar Rapids, IA 540 Traverse City, MI 638 St. Joseph, MO 542 Dayton, OH 648 Champaign/Springfield, IL 547 Toledo, OH 652 Omaha, NE 551 Lansing, MI 658 Green Bay/Appleton, WI 553 Marquette, MI 669 Madison, WI 554 Wheeling, Il/Steubenville, IL 675 Peoria/Bloomington, IL 558 Lima, OH 676 Duluth MN/Superior, WI 563 Grand Rapids, MI 678 Wichita, KS 581 Terre Haute, IN 679 Des Moines, IA 582 Lafayette, IN 682 Davenport, IA-Rock Island/Moline, IL 583 Alpena, MI 687 Minot, ND 588 South Bend, IN 702 La Crosse/Eau Claire, WI 596 Zanesville, OH 705 Wausau-Rhinelander ,WI 602 Chicago, IL 717 Quincy/Hannibal, MO 603 Joplin- Pittsburgh, MO 722 Lincoln & Hastings-Kearney, NE 604 Columbia/Jefferson City, MO 724 Fargo/Valley City, ND 605 Topeka, KS 725 Sioux Falls, SD 609 St. Louis, MO 737 Mankato, MN 610 Rockford, IL 740 North Platte, NE 611 Rochester, MN-Mason City, IA-Austin, MN 764 Rapid City, SD

South

DMA DMA 503 Macon, GA 622 New Orleans, LA 507 Savannah, GA 623 Dallas, TX 511 Washington, DC 625 Waco, TX 512 Baltimore, MD 626 Victoria, TX 517 Charlotte, NC 627 Wichita Falls, TX 518 Winston-Salem, NC 628 Monroe/El Dorado, LA 519 Charleston, SC 630 Birmingham, AL 520 Augusta, GA 633 Odessa/Midland, TX 522 Columbus, GA 634 Amarillo, TX 524 Atlanta, GA 635 Austin, TX 525 Albany, GA 636 Harlingen/Weslaco/Brownsville/McAllen, TX 528 Miami-Ft. Lauderdale, FL 639 Jackson, TN 529 Louisville, KY 640 Memphis, TN 530 Tallahassee, FL 641 San Antonio, TX 531 Tri-Cities, TN-VA 642 Lafayette, LA 534 Orlando/Daytona/Melbourne, FL 643 Lake Charles, LA 539 Tampa/St. Pete/Sarasota, FL 644 Alexandria, LA 541 Lexington, KY 647 Greenwood/Greenville, MS 544 Norfolk, VA 649 Evansville, IN 545 Greenville/New Bern, NC 650 Oklahoma City, OK

418

546 Columbia, SC 651 Lubbock, TX 548 W. Palm Bch/Ft. Pierce, FL 656 Panama City, FL 550 Wilmington, NC 657 Ada-Ardmore, OK 556 Richmond, VA 659 Nashville, TN 557 Knoxville, TN 661 San Angelo, TX 559 Beckley, WV 662 Abilene, TX 560 Raleigh/Durham, NC 670 Ft. Smith, AR 561 Jacksonville, FL 671 Tulsa, OK 564 Charleston, WV 673 Columbus/Tupelo/West Point, MS 567 Greenville/Spartanburg, SC-Asheville, NC-

Anderson, SC 686 Mobile, AL/Pensacola, FL

569 Harrisonburg, VA 691 Huntsville/Decatur, AL 570 Myrtle Beach/Florence, SC 692 Beaumont/Port Arthur, TX 571 Fort Myers, FL 693 Little Rock/Pine Bluff, AR 573 Roanoke, VA 698 Montgomery, AL 575 Chattanooga, TN 709 Tyler, TX 576 Salisbury, MD 710 Hattiesburg/Laurel, MS 584 Charlottesville, VA 711 Meridian, MS 592 Gainesville, FL 716 Baton Rouge, LA 597 Parkersburg, WV 718 Jackson, MS 598 Clarksburg/Weston, WV 734 Jonesboro, AR 600 Corpus Christi, TX 736 Bowling Green, KY 606 Dothan, AL 746 Biloxi/Gulfport, MS 612 Shreveport, LA 749 Laredo, TX 618 Houston, TX 765 El Paso, TX

West

DMA DMA 751 Denver, CO 801 Eugene, OR 752 Colorado Springs, CO 802 Eureka, CA 753 Phoenix, AZ 803 Los Angeles, CA 754 Butte/Bozeman, MT 804 Palm Springs, CA 755 Great Falls, MT 807 San Francisco, CA 756 Billings, MT 810 Yakima-Pasco-Richland-Kennewick, WA 757 Boise, ID 811 Reno, NV 758 Idaho Falls, ID 813 Medford/Klamath Falls, OR 759 Cheyenne, WY 819 Seattle, WA 760 Twin Falls, ID 820 Portland, OR 762 Missoula, MT 821 Bend, OR 766 Helena, MT 825 San Diego, CA 767 Casper, WY 828 Monterey/Salinas, CA 770 Salt Lake City, UT 839 Las Vegas, NV 771 Yuma/El Centro, CA 855 Santa Barbara, CA 773 Grand Junction, CO 862 Sacramento/Stockton, CA 789 Tucson, AZ 866 Fresno-Visalia, CA 790 Albuquerque, NM 868 Chico/Redding, CA 798 Glendive, MT 881 Spokane, WA 800 Bakersfield, CA

419

Baskin-Robbins Current Franchisees

APPENDIX VI-A

Baskin-Robbins Current Franchisees Baskin-Robbins Current Area Developers

List of Currently Operating Baskin-Robbins Restaurants: Note: The list of currently operating Baskin-Robbins Restaurants is divided alphabetically by Restaurant state location:

Restaurant #, Current Franchisee, Restaurant Address, Phone (if available) Alaska 355237, Ryan R. Kim, 800 E Dimond Blvd, Suite 104, Anchorage, AK, (907)336-3331 336654, Seung H. Choi, 3030 Denali St, Ste 7, Anchorage, AK, (907)276-1955 Alabama 348376, RVN Enterprises, Inc., 700 Schillinger Rd S, Suite 9, Mobile, AL, (251)635-1555 362296, Magneshkumar Patel and Dehuti K. Patel, 3064 Ross Clark Cir, Dothan, AL, (334)792-8221 356761, Troy Ice Cream Inc, 101 Troy Plaza Loop, Troy, AL, (334)770-0445 360576, Treat Yo Self LLC, 5000 Whitesburg Dr S, Suite 156, Huntsville, AL, (256)881-7920 Arizona 360210, STEVEN AND ALEX INC, 1104 S Milton Rd, Flagstaff, AZ, (928)779-1012 361445, Hermila Ekabutr, 4326 W. Bell Rd, Ste 1, Glendale, AZ, (602)978-4249 360209, KRUSHNAM INVESTMENTS LLC, 13220 W Van Buren St, # 110, Goodyear, AZ, (623)932-4420 361449, William Vanderbok & Patricia Vanderbok, 4406 E. Main St, #101, Mesa, AZ, (480)924-1251 361437, Golden Banana Inc., 7665 W. Bell Rd, Arrowhead Crossing Ctr, Peoria, AZ, (623)486-5447 339871, CNE LLC, 4025 E Chandler Blvd, Ste 64, Phoenix, AZ, (480)704-2731 361447, Hermila Ekabutr, 8841 N 19th Ave, Ste 1, Phoenix, AZ, (602)997-5144 361441, JS RAM LLC, 4547 E Cactus Rd, Phoenix, AZ, (602)996-2904 360206, Joberry, Inc., 4021 N. 75th Ave, Phoenix, AZ, (623)846-2944 350836, Table for 6, LLC, 1144 W Iron Springs Rd, Prescott, AZ, (928)777-7001 361443, EAD Holdings, LLC, 3108 S. McClintock Dr, Southern Palms Center, Ste 1, Tempe, AZ, (480)820-3916 360208, SJW Enterprises, LLC, 1715 E Guadalupe Rd, Tempe, AZ, (480)839-5154 360178, Sy Family Enterprises, LLC, 8670 E Broadway Blvd, Tucson, AZ, (520)721-4171 354743, LL ENDEAVORS, LLC, 3655 W Anthem Way, Suite C-113, Anthem, AZ, (623)551-3561 357806, Shake It Up, Inc., 485 S Watson Rd, Suite 106, Buckeye, AZ, (623)386-4727 343521, A LA MODE, LLC, 2487 S Gilbert Rd, Gilbert, AZ, (480)899-4859 355039, Pink Spoon, LLC, 1939 E Baseline Rd, Suite 112, Gilbert, AZ, (480)813-4988 352194, CNE LLC, 3455 Stockton Hill Rd, Kingman, AZ, (928)757-2415 343776, Guido's Enterprise Inc., 13000 W. Indian School Rd, Suite A-11, Litchfield Park, AZ, (623)535-4488 361457, William Vanderbok & Patricia Vanderbok, 1229 S. Power Rd S, Ste 103, Mesa, AZ, (480)985-3131 345444, Nancy Ann Springston and Jesse Ryan Springston, 24870 N. Lake Pleasant Pkwy, Suite 101, Peoria, AZ, (623)566-4013 349116, William Vanderbok & Patricia Vanderbok, 21151 E Rittenhouse Rd, Suite 105, Queen Creek, AZ, (480)888-8877 342426, EAD Holdings, LLC, 6501 E. Greenway Pkwy, Suite #2, Scottsdale, AZ, (480)998-0310 352144, Freshly Packed Inc., 15423 W Waddell Rd, Suite 103, Surprise, AZ, (623)584-0256 339292, Sy Family Enterprises, LLC, 7555 N La Cholla Blvd, Tucson, AZ, (520)531-9198 343855, Sy Family Enterprises, LLC, 8140 S Houghton Rd, Unit 120, Tucson, AZ, (520)574-0405 354195, CNE LLC, 2840 Highway 95, Ste 204, Bullhead City, AZ, (928)758-2060 California 361333, J & SON ICE CREAM INC, 5697 Kanan Rd, Agoura, CA, (818)991-9106 362106, FAWBAR CORP., 701 S. Weir Canyon Rd, Suite 119, Anaheim, CA, (714)974-3100 361350, SMA Enterprises, Inc., 1646 W. Katella Ave, #4, Anaheim, CA, (714)772-8441 360019, SUNRISE IBS LLC, 2657 W Lincoln Ave, Anaheim, CA, (714)827-0890 338281, Jon, Le,Ster & Sharon Turovitz, 4241 Elverta Rd, Suite 101, Antelope, CA, (916)729-0100 330674, 7SCOOPS LLC, 4538 Lone Tree Way, Antioch, CA, (925)754-9693 360023, BDKE Enterprises, Inc., 1427 S Baldwin Ave, Arcadia, CA, (626)445-2491 361279, Raj Kumar and Renu Singh, 5460 Stockdale Hwy, Bakersfield, CA, (661)323-4392 332073, Saaniya Kwatra and Jaitavya Sekhri, 2673 Fashion Pl, Bakersfield, CA, (661)873-1636 361397, Pacific S-Mart, Inc., 3203 Baldwin Park Blvd, Baldwin Park, CA, (626)338-8587 355092, M & DB ENTERPRISES LLC, 300 S Highland Springs Ave, Suite 8C, Banning, CA, (951)769-1891 361274, Purple Hippo, Inc., 6907 Atlantic Ave, Bell, CA, (323)773-1131 360091, VARNAM INC., 10212 Alondra Blvd, Bellflower, CA, (562)866-6560 361307, M & M Sweet Scoops LLC, 4344 Bonita Rd, Bonita, CA, (619)475-4131

420

Baskin-Robbins Current Franchisees

331835, Kanaiya Corporation, 203 W. Imperial Hwy, Suite G, Brea, CA, (714)529-3199 360078, Syeda K.F. Hussain, 6989 La Palma Ave, Buena Park, CA, (714)521-5421 360047, Double Scoops, LLC, 4314 W Magnolia Blvd, Burbank, CA, (818)845-3131 360028, Sadegh Nojouki and Shabnam Ardalan, 738 Arneill Rd, Camarillo, CA, (805)482-9302 334769, Kurt Bratton, 3378 Coach Lane, Cameron Park, CA, (530)672-9295 361041, Solo M. & Rama Patel, 1601 41st Ave, Capitola, CA, (831)476-3155 338116, Tru-Emaan, LLC, 603-A-East University Dr, Carson, CA, (310)538-0112 362112, JAR Investment, Inc., 31375 Date Palm Dr, Ste G, Cathedral City, CA, (760)324-8188 361361, Simon Ching-Fu Koo & Meilyn Koo, 12540 South St, Cerritos, CA, (562)924-0656 360085, HANZLAH INVESTMENTS, LLC, 20445 Devonshire St, Chatsworth, CA, (818)998-6229 334750, Her Family Enterprise LLC, 241 W East Ave, Chico, CA, (530)891-1131 336516, Her Family Enterprise LLC, 2009 Forest Ave, Chico, CA, (530)345-7331 362099, INSIDE SCOOP, INC., 4200 Chino Hills Pkwy, Ste 875, Chino Hills, CA, (909)393-9705 360069, HARRIS M. CORPORATION, 973 W Foothill Blvd, Claremont, CA, (909)621-4104 332096, Nirmal S Gill and Ramandeep S Gill, 1928 Clovis Ave, Clovis, CA, (559)298-3435 361212, SGS Si,Sters Incorporated, 950 Herndon Ave, Ste 107, Trading Post Shopping Ctr, Clovis, CA, (559)323-4848 360138, Circle Net International, LLC, 785 C Oak Grove Road, Concord, CA, (925)825-8720 361085, PHX Legacy Inc., 5100 Clayton Rd, Ste 28 Vineyard Shopping Ctr, Concord, CA, (925)687-3131 336578, CORAZA LLC, 1312 E Ontario Ave, Suite 108, Corona, CA, (951)372-9495 362079, S2 GRAND COMPANY, LLC, 2210 Griffin Way, Suite 105, Corona, CA, (951)272-0357 361394, WOO FAMILY PARTNERSHIP INC, 1927 Harbor Blvd, Ste D, Costa Mesa, CA, (949)645-8173 360021, Downtown A & I Incorporated, 177 E. College St, Covina, CA, (626)332-2511 361379, Musrat Khan, 1311 N Grand Ave, Covina, CA, (626)915-4114 361325, Munir Ibrahimbhai Nizami and Kaushar Munir Nizami, 4193 Ball Rd, Cypress, CA, (714)827-1081 360139, Charles Mitchell, 236 E St, Davis, CA, (530)756-5201 359010, ABM Foods Inc, 1231 E Huntington Dr, Duarte, CA, (626)256-3331 361036, Ice Cream 72 LLC, 7225 Regional St, Dublin, CA, (925)828-6033 344264, Yeon Bin, Inc., 7056 Archibald St, Eastvale, CA, (951)371-3111 352332, AM PM Sweet Scoops, 328 N 2nd St, El Cajon, CA, (619)579-3131 360081, Julie Marie Boyadjian, 2396 Fletcher Pkwy, El Cajon, CA, (619)462-3870 361020, HARBASANT FOODS INC, 10598 San Pablo Ave, El Cerrito, CA, (510)524-0200 336976, Kurt Bratton, 4311 Town Center Blvd, Ste 440, El Dorado Hills, CA, (916)939-6760 361372, M. Yasin I. Shaikh and Akhter M. Shaikh and Shahid M. Shaikh, 3818 Peck Rd, Ste A, El Monte, CA, (626)579-5937 333016, Joseph Narayan and Rita Narayan, 4720 Laguna Blvd, Suite 10, Elk Grove, CA, (916)683-3100 336687, Noatak, LLC, 8417 Elk Grove Florin Road, Elk Grove, CA, (916)525-2531 361166, Owen S. Autry, Inc., 8755 Elk Grove Blvd, Elk Grove, CA, (916)685-3161 362155, THE SWEET FACTORY INC., 1199 40th St,Ste 200, Emeryville, CA, (510)420-1681 362114, Phillip T. Guhl and Cynthia M. Guhl, 1247 E Valley Pkwy, Escondido Village Mall, Escondido, CA, (760)741-3100 361089, Virgil D. Loken and Patricia A. Loken and Ann M. Wolf, 8894 Madison Ave, Fair Oaks, CA, (916)966-7713 342935, KANDOLA & SONS, INC., 3069 Travis Blvd, Fairfield, CA, (707)428-3131 336837, SHIVA HOLDINGS INC., 14600 Baseline Rd, Suite 400, Fontana, CA, (909)349-1540 361384, TALAGANTE GROUP, INC., 9844 Sierra Ave, Suite C, Fontana, CA, (909)350-8531 361309, Bich Dung Thi Phan, 18051 Magnolia St, Fountain Valley, CA, (714)964-1551 360141, Au's Associates Business, Inc., 3850 Mowry Ave, Fremont Plaza Shopping Ctr, Fremont, CA, (510)793-9923 356866, Gill Capital, Inc., 6761 N Milburn Ave, Ste 101, Fresno, CA, (559)374-5300 361073, SGS Sisters Incorporated, 1731 W Bullard Ave, Ste 136, Fresno, CA, (559)431-0206 361040, Tulyag, LLC, 5711 N 1st St, Fresno, CA, (559)431-0781 360086, Shyam, Inc., 12833 W. Chapman Ave, Garden Grove, CA, (714)750-2181 360012, EMAAN, INC., 1423 W Redondo Beach Blvd, Gardena, CA, (310)532-3353 337077, JAVAID FAROOQI, INC., 1699 Artesia Blvd, Gardena, CA, (310)329-0786 361264, Esco World, Inc., 1217 N. Central Ave, Glendale, CA, (818)240-2131 360068, KARJ CREAM RC INC., 856 E Route 66, Glendora, CA, (626)914-3133 331523, A. S. Muzibur Rahman, 18100 Chatsworth St, Granada Hills, CA, (818)832-1764 361283, Prakash B. Maru & Jyotsna P. Maru, 3127 S Hacienda Blvd, Hacienda Heights, CA, (626)336-1738 359096, FROZEN SPOON, INC., 1219 Lomita Blvd, Harbor City, CA, (424)263-2620 361079, Michelle Koan, 26953 Mission Blvd, Suite A, Hayward, CA, (510)733-3163 341547, VMYK BRIC I CORPORATION, 3503 W, Stetson Ave, Building 10ab, Hemet, CA, (951)929-9862 361336, Se Yun Park, 5802 N. Figueroa St, Highland Park, CA, (323)254-2948 362163, Sung Pak and Young Pak, 1740 Airline Hwy, Hollister, CA, (831)637-4383 360022, Briar, Inc., 5971 Warner Ave, Huntington Beach, CA, (714)846-3900 360017, HWCI, LLC, 19465 Brookhurst St, Huntington Beach, CA, (714)963-4333 342210, Joseph Hanokaee and Farzad Baseri, 2661 E Florence Ave, Huntington Park, CA, (323)588-0703 355138, Happy Desserts International, 791 Palm Ave, Suite 103, Imperial Beach, CA, (619)271-2540 361183, SitPaps, a general partnership, 11960 W Highway 88, Suite 3014, Jackson, CA, (209)223-5422 361267, ARKS Holdings LLC, 7470 La Jolla Blvd, La Jolla, CA, (858)459-5353

421

Baskin-Robbins Current Franchisees

360039, Don Pauley, Inc., 8807 1/2 La Mesa Blvd, La Mesa, CA, (619)462-7215 362071, VRSEHGAL, LLC, 14750 Beach Blvd, Unit 1, La Mirada, CA, (714)994-3130 362111, Big Halo 2, LLC, 78520 Highway 111, La Quinta, CA, (760)296-1074 338482, Kanaiya Corporation, 27642 Antonio Pkwy, Unit H1, Ladera Ranch, CA, (949)347-9131 362125, Jennifer Fung, 26886 La Paz Rd, Laguna Hills, CA, (949)831-3175 360073, Mohammad Khan, 5455 Del Amo Blvd, Lakewood, CA, (562)867-9579 361290, Antelope Valley Restaurant Group L.L.C., 44150 10th St W, Lancaster, CA, (661)942-1731 361324, Antelope Valley Restaurant Group L.L.C., 4019 W Avenue L, Quartz Hill Shopping Ctr, Lancaster, CA, (661)943-2666 343413, SOHAL RANDHAWA LLC, 15108 S Harlan Rd, Lathrop, CA, (209)858-0031 362160, Ramanjit Singh Kailey, 4323 1st St, Livermore, CA, (925)371-7031 361169, Rodney J. Souza, Jr. and Tammy A. Souza, 480 S Cherokee Ln, Ste D, Lodi, CA, (209)369-8164 360008, 3543 LLC, 3543 Atlantic Ave, Long Beach, CA, (562)426-8488 361360, 4552 LLC, 4552 Atlantic Ave, Long Beach, CA, (562)423-1575 360060, Brazil's Ice Cream Shop, LLC, 3585 N Los Coyotes Diagonal, Long Beach, CA, (562)425-4416 361374, AJMJ Park, Inc., 2700 E 1st St, Los Angeles, CA, (323)262-5731 353057, Dolce BG, Inc., 1375 W Adams Blvd, Ste C, Los Angeles, CA, (323)766-7910 361311, Farshad Don Baharinejad, 11658 Wilshire Blvd, Los Angeles, CA, (310)478-7870 360065, Grace Byers, 11127 Venice Blvd, Los Angeles, CA, (310)836-4546 361275, Kunavut Kunchavalee, 4048 W 3rd St, Los Angeles, CA, (213)389-5277 361347, Thevin Tan, 3516 W Sunset Blvd, Los Angeles, CA, (323)663-5627 362076, Thevin Tan and Farlida Raksanoh, 1693 N Eastern Ave, Los Angeles, CA, (323)267-1301 349439, H and D Gill Bros Inc., 2180 W Cleveland Ave, Madera, CA, (559)673-3100 360029, SEPULVEDA TREATS, INC., 925 N Sepulveda Blvd, Manhattan Beach, CA, (310)372-9366 361210, Lajpaul K. Bhangu, 1111 S Main St, Unit B2, Manteca, CA, (209)823-1810 361064, Manteca Ice Cream, Inc., 970 N Main St, Manteca, CA, (209)239-1031 361184, Julius L. Pham and Debbie Yung, 1175a Arnold Dr, Martinez, CA, (925)229-3999 349354, Mahmood Hassan and Mariam Hassan, 357 Jacklin Rd, Foothill Square, Milpitas, CA, (408)946-3100 361389, LARISSA CORPORATION, 22922 Los Alisos Blvd, Suite S, Mission Viejo, CA, (949)951-2672 331735, AJ & VJ, LLC, 2900 Standiford Ave, Modesto, CA, (209)579-2731 361208, JPR Superior Service Inc., 901 N Carpenter Rd, Suite 4, Modesto, CA, (209)549-2466 362077, ABM Foods Inc, 104 W Foothill Blvd, Monrovia, CA, (626)357-5233 337444, Jong Ki Lee and Steve Jong Lee, 521 N. Montebello Blvd, Montebello, CA, (323)727-2728 361187, Sung Pak and Young Pak, 406 Lighthouse Ave, Monterey, CA, (831)375-3131 331089, Farshid & Carol Bahari, 2084 S. Atlantic Blvd, Monterey Park, CA, (323)722-5094 330669, Douglas E. Morgan and Susan. A. Morgan, 557 W Los Angeles Ave, Mission Bell Plaza, Moorpark, CA, (805)529-5360 362094, MORENO VALLEY TREATS, INC., 12625 Frederick St, Ste W3, Moreno Valley, CA, (951)653-3310 361206, Myoung L. Kim & Sungmin Kim, 230 Cochrane Plz, Morgan Hill, CA, (408)776-8037 361027, Jane Kim, 703 E El Camino Real, Mountain View, CA, (650)964-7633 360111, John R. McAlister, 1249 W El Camino Real, Mountain View, CA, (650)940-9831 356830, MY Scoops, 39028 Winchester Rd, Suite #115, Murrieta, CA, (951)696-0331 361217, LIPW, INC., 34980 Newark Blvd, Ste A9, Newark, CA, (510)793-5888 361343, JAMIA ICE CREAM CORPORATION, 2389 Michael Dr, Newbury Park, CA, (805)499-3777 361314, UZ Qazi Group Inc., 23432 Lyons Ave, Newhall, CA, (661)255-3131 358257, Kanaiya Corporation, 1260 Hamner Ave, Suite A, Norco, CA, (951)270-1969 361358, MASHALLAH ICE CREAM CORPORATION, 9502 Sepulveda Blvd, North Hills, CA, (818)891-4905 362073, SCOOP AND SMILE, INC, 6700 Laurel Canyon Blvd, North Hollywood, CA, (818)503-0188 360053, AC/DC ICE CREAM, INC., 9514 Reseda Blvd, Suite 1, Northridge, CA, (818)701-9061 360142, Lawrence A. Wiessler and Elizabeth A. Wiessler, 1769 Grant Ave, Novato, CA, (415)897-9862 360041, William Sunstrum, 1112 S Coast Hwy, Oceanside, CA, (760)722-0654 350936, 5-MAI STAR, INC, 1736 E Meats Ave, Orange, CA, (657)221-0496 362075, Thi Vo, 18551 E Chapman Ave, Orange, CA, (714)633-6631 361368, Poursalimi & Sons, Inc., 501 S Ventura Rd, Oxnard, CA, (805)382-2605 354932, Antelope Valley Restaurant Group L.L.C., 38024 47th St E, Unit A, Palmdale, CA, (661)878-8748 360098, Hilltop Ice Cream, LLC, 2615 Middlefield Rd, Palo Alto, CA, (650)327-1636 361385, Q & A Restaurants, Inc., 8524 Rosecrans Ave, Paramount, CA, (562)630-3863 360052, Coral Nest Inc, 3657 E Foothill Blvd, Pasadena, CA, (626)351-0411 338681, Steven M. & Lori L. Faries, 1055 Sperry Ave, Suite A, Patterson, CA, (209)892-3131 361042, SRM Desserts LLC, 60 E Washington St, Petaluma, CA, (707)763-3131 361367, ICE GALAXY, INC., 8648 Whittier Blvd, Pico Rivera, CA, (562)948-3431 338396, Jae W. Yang, 8750 Washington Blvd, Pico Rivera, CA, (562)949-2038 336276, HSB Eateries, Inc., 2130 Railroad Avenue, Pittsburg, CA, (925)439-9500 361197, T & Q Holdings LLC, 4493 Century Blvd, Century Plaza Shopping Ctr, Pittsburg, CA, (925)778-2760 358423, ABM Foods Inc, 2047 Rancho Valley Dr, Suite 430, Pomona, CA, (909)729-5019 361195, Virgil D. Loken and Patricia A. Loken and James L. Loken, 2246 Sunrise Blvd, Rancho Cordova, CA, (916)635-7150 361331, KARJ CREAM RC INC., 8786 19th St, Rancho Cucamonga, CA, (909)989-8055

422

Baskin-Robbins Current Franchisees

332278, S&D N BOYS INC, 7379 Milliken Ave, Suite 130, Rancho Cucamonga, CA, (909)481-1130 362119, LARISSA CORPORATION, 22461 Antonio Pkwy, Suite A145, Rancho Santa Margarita, CA, (949)858-3311 361087, Antonio & Karen Rodriguez, 333 S Main St, Ste B, Red Bluff, CA, (530)529-0279 360067, Jai Bakshi & Neena Bakshi, 405a E State St, Redlands, CA, (909)792-4322 360101, Aarna Enterprises, Inc., 2107 Roosevelt Ave, Roosevelt Shopping Center, Redwood City, CA, (650)365-0331 353019, Shergill Investments Inc., 585 I St, Reedley, CA, (559)638-3555 361326, GAAM, Inc., 7628 Reseda Blvd, Reseda, CA, (818)996-0383 360056, Guzler K Inc., 211 E Foothill Blvd, Rialto, CA, (909)875-3333 361261, JAR Investment, Inc., 3760 Tyler St, Riverside, CA, (951)687-4222 338987, SRZ Enterprises, Inc., 7024 Magnolia Ave, Riverside, CA, (951)682-3131 361071, Bobrow Ice Cream, Inc., 6585 Commerce Blvd, Ste F, Rohnert Park, CA, (707)584-8594 360049, Hanh Truong, 21D Penninsula Ctr, Rolling Hills, CA, (310)544-5044 332452, G & K Hershco, Inc., 6706 Stanford Ranch Rd, #D1, Roseville, CA, (916)772-8646 362154, Jay Darren Yanos and Donna Jean Yanos, 5020 Foothills Blvd, Ste 1, Roseville, CA, (916)782-3117 337298, G & K Hershco, Inc., 2101 Natomas Crossing Dr, Sacramento, CA, (916)928-1188 361060, GAB Management, LLC, 6375 Riverside Blvd, Sacramento, CA, (916)393-1331 337480, JYM Corporation, 1441 Meadowview Rd, Ste 114, Sacramento, CA, (916)399-8646 361175, Jagjeet Singh Jolly and Harpreet Jolly, 606 W El Camino Ave, Sacramento, CA, (916)921-6153 336866, Noatak, LLC, 8240 Calvine Rd, Ste G, Sacramento, CA, (916)525-1531 361059, Sheraz Enterprises, 5359 Elkhorn Blvd, Sacramento, CA, (916)331-3638 361062, Tasty Treat, Inc., 9197A Kiefer Blvd Rosemont Plaza, Sacramento, CA, (916)366-0432 361176, C&K 2020 LLC, 196 E Laurel Dr, Salinas, CA, (831)757-6031 360094, Yujeanne Lee and John Y. Lee, 1100 S Main St, Salinas, CA, (831)424-3203 360030, Bruder Corp., 202 E. Highland Ave, San Bernardino, CA, (909)883-1881 361046, Shinjung Food Corporation, 851 Cherry Ave, Bayhill Shopping Center, San Bruno, CA, (650)588-3960 360115, Kurt E. Smith, 1648 El Camino Real, San Carlos, CA, (650)591-2114 361300, Trestles Ice Cream Inc., 104 N. El Camino Real, San Clemente, CA, (949)492-2440 360075, Ambassador Investment Group, 4015 W. Point Loma Blvd, San Diego, CA, (619)222-2888 362130, DESSERT DELIGHTS INC, 11495a Carmel Mountain Rd, San Diego, CA, (858)592-0031 357894, Happy Desserts International, 3077 Clairemont Dr, Ste A, San Diego, CA, (619)798-2073 348425, Neilesh Enterprises, Inc., 5575 Balboa Ave, Unit 3A, San Diego, CA, (858)292-5600 335709, Phillip T. Guhl and Cynthia M. Guhl, 3737 Murphy Canyon Drive, San Diego, CA, (858)496-0707 360063, Entrepreneur Bros., Inc., 307 N Maclay Ave, San Fernando, CA, (818)361-5510 360007, BDKE Enterprises, Inc., 613 W Las Tunas Dr, San Gabriel, CA, (626)282-4069 360119, 3E SHEN ENTERPRISE INC, 1137 S De Anza Blvd, San Jose, CA, (408)255-2811 337109, Amai Ventures, Inc., 430 W Capitol Expy, San Jose, CA, (408)224-2031 360129, FNAC Inc., 2467 Forest Ave, San Jose, CA, (408)296-0707 361021, HA-LE LLC, 1302 S Winchester Blvd, San Jose, CA, (408)866-8885 361180, James Fan and Alice Fan, 5647 Cottle Rd, San Jose, CA, (408)224-3131 360134, John E. Dattilo and Kimberly A. Dattilo, 5353 Almaden Expy, Ste 34, San Jose, CA, (408)265-4321 362153, MOCCA Investments, Inc., 1060 Willow St, San Jose, CA, (408)275-0131 361158, Mahmood Hassan and Mariam Hassan, 2303 Mckee Rd, San Jose, CA, (408)259-4131 361200, PK&A LLC, 7040 Santa Teresa Blvd, Santa Teresa Village Shop Ctr, San Jose, CA, (408)225-3100 361054, WEUN CHAN INC., 2968 Aborn Square Rd, San Jose, CA, (408)223-0484 360114, Paul M. Han, 100 Pelton Center Way, San Leandro, CA, (510)352-0842 362093, HYAIM INC., 730 Nordahl Rd,Ste 101, San Marcos, CA, (760)489-0878 362081, N&R Company, Inc., 1013 S Gaffey St, San Pedro, CA, (310)547-1809 361198, Ice Cream 72 LLC, 2005 Crow Canyon Pl, Ste 156, San Ramon, CA, (925)830-0455 347615, 5-Mai Star, LLC, 3770 W McFadden Ave, Ste C, Santa Ana, CA, (714)531-3031 361270, Farshid & Carol Bahari, 3605 S Bristol St, Ste A, Santa Ana, CA, (714)979-9990 361063, Miya (Jeong Mee) Glasauer, 2070 El Camino Real Mervyn's Plaza Shopping Ctr, Santa Clara, CA, (408)243-3131 351752, KRISDREW, INC., 26582 Bouquet Canyon Rd, Santa Clarita, CA, (661)297-2131 360015, Helen LaVerne Bohl, 403 N Broadway, Santa Maria, CA, (805)925-7870 360062, Vishal K. Mehta and Mona V. Mehta, 318 E Main St, Santa Paula, CA, (805)525-6558 361081, Joseph R. Ritchey, 2700 Yulupa Ave,Ste 11, Santa Rosa, CA, (707)526-3931 330739, Harbhajan S. Dadwal & Harwinder K. Dadwal, 1534d Freemont Blvd, Seaside, CA, (831)899-0103 362157, AJC ENTERPRISES, 1071 Mono Way, Sonora, CA, (209)532-9521 354428, KE & RY Corporation, 9930 Atlantic Ave, Suite #4, South Gate, CA, (323)521-3246 360016, Zia Ul Haq and Muhmmad Atif, 432 Fair Oaks Ave, South Pasadena, CA, (626)799-8072 332282, Jeffrey W. Chappell & Joanne L. Chappell, 6021 Pacific Ave, Stockton, CA, (209)952-2961 361186, M&M Westlane, Inc, 7908 West Ln, Ste 217, Stockton, CA, (209)478-7731 335618, SNI CORPORATION, 10941 Ventura Blvd, Studio City, CA, (818)755-3255 361371, Tienchai Surinarintr and Achara Surinarintr, 8329 Laurel Canyon Blvd, Sun Valley, CA, (818)504-1040 362068, Asad & T Inc., 8700 Foothill Blvd, Sunland, CA, (818)352-1955 357239, Navtara, Inc., 13790 Foothill Blvd, Sylmar, CA, (818)362-0118

423

Baskin-Robbins Current Franchisees

361328, Behrouz E. Damavandi, 6040 Reseda Blvd, Tarzana, CA, (818)343-6731 361312, S & B FAMILY INC, 10563 Riverside Dr, Toluca Lake, CA, (818)753-8000 361299, Sean Lee, 21113 Hawthorne Blvd Plaza Del Amo, Torrance, CA, (310)540-2016 330690, Ik Tera Hi Asra Incorporated, 965 S. Tracy Blvd, #4A, Tracy, CA, (209)830-0900 330711, Lajpaul K. Bhangu and Hirdepal S. Bhangu, 1684 Countryside Dr, #G-2, Turlock, CA, (209)656-8841 338137, Lsb Development, Inc., 535 E Main St, Tustin, CA, (714)669-9300 362069, Khov Corporation, 870 E Foothill Blvd, Ste 1, Upland, CA, (909)946-5161 361039, HAZRAT INC., 812 Alamo Dr Alamo Plaza, Vacaville, CA, (707)446-2440 360004, A. S. Muzibur Rahman, 15224 Vanowen St, Van Nuys, CA, (818)782-1187 361297, Tariq Investment Corporation, 13315 Victory Blvd, Van Nuys, CA, (818)787-3382 360092, Jatinder Chopra and Parveen Chopra and Jasbir Manak, 1632 S Mooney Blvd, Visalia, CA, (559)734-5434 361075, Tulyag, LLC, 3505 W Walnut Ave, Visalia, CA, (559)734-8581 356061, Mir & Rizvi Inc., 550 Hacienda Drive, Suite 102, Vista, CA, (760)630-1031 342036, Rama Patel and Rakshit Patel, 1097 S. Green Valley Rd, Watsonville, CA, (831)728-8711 361373, RSM786, Inc., 3620 Nogales St, West Covina, CA, (626)913-2463 362105, Maslure, Inc., 6731 Westmin,Ster Blvd, Ste 111, Westmin,Ster, CA, (714)379-9583 362088, Kyung Kim and Kirion Kim, 10820 Beverly Blvd, Suite A1, Whittier, CA, (562)695-7911 339114, Manjit Ahluwalia, 20165 Saticoy St, Winnetka, CA, (818)341-5050 361055, Dhillon Group, LLC, 91 W. Court St, Woodland, CA, (530)662-0197 361388, Q & A Restaurants, Inc., 18322 Imperial Hwy, Yorba Linda, CA, (714)993-3132 335708, Her Family Enterprise LLC, 885 Colusa Ave, Yuba City, CA, (530)671-2210 354605, Zareh Tashjian & Narguise Tashjian, 645 E Shaw Ave, #KK3, Fresno, CA, (559)241-0144 361038, Julie D. Davidson, 293 Merced Mall, Merced, CA, (209)722-1291 348976, Gary T. Yarbrough and Maria L. Yarbrough, 3030 Plaza Bonita Rd, #2075, National City, CA, (619)832-8226 347180, Jennifer Fung, 2800 N Main Place, Westfield Main Place, Santa Ana, CA, (714)568-9968 355060, Smith & Garman, LLC, 282 Coddingtown Ctr, Santa Rosa, CA, (707)544-9516 345690, ABM Foods Inc, 1014 Plaza Dr, West Covina, CA, (626)814-3131 360002, V. & L. TIRITYAN INC., 1201 S Victory Blvd, Burbank, CA, (818)843-4651 362245, David A. Lazar & Rhonda K. Lazar, 1720 W Campbell Ave, Campbell, CA, (408)379-1044 360048, Khurshid M. Bhurawala & Gazala K. Bhurawala, 7620 Topanga Canyon Blvd, Canoga Park, CA, (818)888-8657 362297, Teresa Pham Tran and Joseph Pham, 18252 E. Gale Ave, City Of Industry, CA, (626)964-2621 360128, Tulyag, LLC, 310 E Shields Ave, Fresno, CA, (559)227-7013 360035, Sean Lee, 13424 Crenshaw Blvd, Gardena, CA, (310)515-9594 361076, Five Star Treats, Inc., 533 N. 11th Ave, Hanford, CA, (559)583-8600 360003, SWEET TREATS OF LOMPOC, LLC, 419 N H St, Lompoc, CA, (805)736-3131 361369, Farshad Don Baharinejad, 400 W Willow St, Long Beach, CA, (562)426-4879 360054, MIRACLE FOODS INC., 1832 N. Western Ave, Los Angeles, CA, (323)462-0066 354304, Urban Franchisee Holdings, LLC, 1723 W Imperial Hwy, Los Angeles, CA, (323)754-3131 362249, Brainfreeze Inc., 325 W Pacheco Blvd, Los Banos, CA, (209)827-4265 336829, Mai Phan and Jane Ngu Nguyen Phan, 1610 E Chapman Ave, Orange, CA, (714)538-5626 360055, Poursalimi & Sons, Inc., 3520 S. Saviers Rd, Oxnard, CA, (805)483-7300 336203, Antelope Valley Restaurant Group L.L.C., 39340 10th Street W, Palmdale, CA, (661)947-6500 361269, P3Y, LLC, 104 E Yorba Linda Blvd, Placentia, CA, (714)528-3443 360117, Mahmood Hassan and Mariam Hassan, 1105 S White Rd, San Jose, CA, (408)258-3600 361291, Farshid & Carol Bahari, 201 W 17th St, Santa Ana, CA, (714)541-0050 362246, Mann Brothers Foods, Inc., 3330 Floral Ave, Selma, CA, (559)891-9031 360042, Poursalimi & Sons, Inc., 2853 E Main St, Ventura, CA, (805)648-4384 360005, Downtown A & I Incorporated, 410 S Glendora Ave, West Covina, CA, (626)919-1244 360079, Aue Enterprises, Inc., 15234 Whittier Blvd, Whittier, CA, (562)698-3435 331793, Petro Enterprises, Inc., 13310 Osborne St, Arleta, CA, (818)834-2623 332782, TA Operating LLC, 5821 Dennis Mcarthur Rd, Lebec, CA, (661)663-4367 335550, Kulveer Kaur, 10109 Folsom Blvd, Rancho Cordova, CA, (916)364-0303 332069, S & P Enterprises, LLC, 301 Vann St, Williams, CA, (530)473-3247 342888, VMYK BRIC CORPORATION, 12100 Palmdale Rd, Suite B7, Adelanto, CA, (760)530-9122 341537, CROSS WIND, INC., 2601 Blanding Ave, # D, Alameda, CA, (510)865-2231 337189, Jae W. Yang, 838 E Valley Blvd, Alhambra, CA, (626)458-0898 342889, VMYK BRIC CORPORATION, 12285 Apple Valley Rd, Apple Valley, CA, (760)240-1305 346072, Bruce D. Pearson and Lene'e I. Pearson, 1607 Bellevue Rd, Atwater, CA, (209)358-7888 358865, Raj Kumar and Renu Singh, 2733 Calloway Dr, Suite B, Bakersfield, CA, (661)679-4313 332072, Saaniya Kwatra and Jaitavya Sekhri, 2110 White Ln, Bakersfield, CA, (661)831-2120 361028, Amai Ventures, Inc., 1023 Alameda De Las Pulgas, Belmont, CA, (650)593-1704 361201, 7SCOOPS LLC, 1145 2nd St Brentwood Town Ctr, Ste D, Brentwood, CA, (925)516-0231 361304, Delectable Flavors, LLC, 2540 El Camino Real, Suite D, Carlsbad, CA, (760)720-5477 351449, VILASH & VILASH, 4005 Manzanita Ave, Ste 56, Carmichael, CA, (916)481-2379 360146, AJ & VJ, LLC, 20560 Redwood Rd, Castro Valley, CA, (510)537-4489

424

Baskin-Robbins Current Franchisees

361352, Andrew T. Won, 12192 Central Ave, Chino, CA, (909)627-8347 350588, Gary T. Yarbrough, 2260 Otay Lakes Rd, Ste 109, Chula Vista, CA, (619)591-9631 354871, Premier Treats CV, 1170 Broadway, Suite 150, Chula Vista, CA, (619)576-3003 332450, PS & JS Foods, Inc., 7301 Greenback Ln, #C, Citrus Heights, CA, (916)727-6330 361278, Teresa Pham Tran and Joseph Pham, 1600 South Azusa Ave, #158, City of Industry, CA, (626)964-8487 346530, Urban Franchisee Holdings, LLC, 1850 W. Rosecrans Ave, Compton, CA, (310)638-3131 340372, T & Q Holdings LLC, 1924 Grant St, Suite 2, Concord, CA, (925)798-1660 358773, Yeon Bin, Inc., 160 W Foothill Parkway, Suite 102, Corona, CA, (951)268-6690 351053, Sikander Faheem & Tabassam Faheem, 6895 Katella Ave, Cypress, CA, (714)821-3178 361048, Kurt Schoenweiler, 310 Westlake Center, Daly City, CA, (650)992-5734 361334, DEVOTO BUSINESS DEVELOPMENT Corporation, 33621 Del Obispo St, Dana Point, CA, (949)661-2870 361292, Khawaja I. Hussain, 325 S Diamond Bar Blvd, Diamond Bar, CA, (909)861-9315 347636, Valeria Grano, 870 W El Monte Way, Suite D, Dinuba, CA, (559)591-2927 362152, Brent A. Krieger & Cynthia M. Krieger, 1440 Ary Ln, Ste F, Dixon, CA, (707)678-4678 330599, VARNAM INC., 7938 E Florence Ave, Downey, CA, (562)928-1995 336806, DYS, Inc., 1741 East Bayshore Road, East Palo Alto, CA, (650)289-9778 358758, Encino Franchise, Inc., 17330 Ventura Blvd, Encino, CA, (818)453-8555 332047, Phillip T. Guhl and Cynthia M. Guhl, 1123 S. Mission Rd, Fallbrook, CA, (760)728-8831 355595, MONVEEZ CORP, 616 W Ventura St, Fillmore, CA, (805)625-7171 332475, Healthy Living Enterprise Inc., 900 E Bidwell St, Ste 700, Folsom, CA, (916)983-0289 355675, Dolce BG, Inc., 11175 Sierra Ave, Suite 300, Fontana, CA, (909)427-0922 332453, Gillcoz, 3183 W Shaw Ave, Fresno, CA, (559)229-3131 353818, H and D Gill Bros Inc., 4425 W Ashlan Ave, Suite #105, Fresno, CA, (559)271-0310 348752, SGS Sisters Incorporated, 5150 E Kings Canyon Rd Peachtree Plaza, Fresno, CA, (559)252-3131 342456, BIKRAM GURKIRAN SANDHU LLC, 785 1st St, Gilroy, CA, (408)842-8842 338808, Kyungwon Chung, 6965 Camino Arroyo Gilroy Crossing Shopping Ctr, Gilroy, CA, (408)847-3020 361392, AnnSue Entertainment, Inc., 1100 S Central Ave, Suite E, Glendale, CA, (818)247-0600 362169, Esco World, Inc., 1010 N Glendale Ave, Ste 104, Glendale, CA, (818)241-3131 360026, AC/DC ICE CREAM, INC., 10226 Balboa Blvd, Granada Hills, CA, (818)360-3163 332515, GKY, Inc., 151 W Mcknight Way, Ste C, Grass Valley, CA, (530)274-3188 361221, Hilltop Ice Cream, LLC, 44 Cabrillo Hwy N, Half Moon Bay, CA, (650)726-5006 331439, Alan Lee and Hsueh Fang Yang, 247 W Jackson St, Hayward, CA, (510)887-5617 362107, Khov Corporation, 7247 Boulder Ave, Spc A3, Highland, CA, (909)425-0329 338769, LARA & LARA ENTERPRISES, INC., 3351 W Century Blvd, #104, Inglewood, CA, (310)674-3131 355531, Urban Franchisee Holdings, LLC, 911 N La Brea Ave, Inglewood, CA, (310)670-0841 362082, Joseph Pham, 1443 N Hacienda Blvd, La Puente, CA, (626)917-1175 361316, HARRIS M. CORPORATION, 1528 Foothill Blvd, La Verne, CA, (909)596-3454 343909, Phillip T. Guhl and Cynthia M. Guhl, 29991 Canyon Hills Rd, Suite 1706, Lake Elsinore, CA, (951)244-6222 344294, Kanaiya Corporation, 23647 El Toro Rd, Lake Forest, CA, (949)770-6000 353426, Pink Spoon Corporation, 820 Sterling Pkwy, Lincoln, CA, (916)543-3000 360132, Rodney J. Souza, Jr. and Tammy A. Souza, 135 Lakewood Mall, Lodi, CA, (209)334-3100 361272, DELICIOUS TREATS, INC., 1960 Ximeno Ave, Long Beach, CA, (562)597-3914 349761, Lisa Lee, 759 S Vermont Ave Sun Plaza, Los Angeles, CA, (213)739-3131 360037, Star & Crescent Foods, Inc., 4066 S Victoria Ave, Los Angeles, CA, (323)299-4014 358919, URBAN FRANCHISEE HOLDINGS #358919 INC., 1629 E 103rd St, Los Angeles, CA, (323)538-7341 359450, URBAN FRANCHISEE HOLDINGS 359450 INC., 1831 S La Cienega Blvd, Suite B, Los Angeles, CA, (310)559-3131 361181, John McAlister, 15730 Los Gatos Blvd, Los Gatos, CA, (408)356-4433 341700, Yunkyung Min and Zhi Y. Wong, 1444 Pollard Rd, Los Gatos, CA, (408)871-7778 343299, Muhammad Farooq, 10930 Long Beach Blvd, Lynwood, CA, (310)742-4130 348397, JAR Investment, Inc., 30080 Haun Rd., Countryside Marketplace, Menifee, CA, (951)301-1300 360121, Gourmet Desserts, Inc., 669 Broadway, Millbrae, CA, (650)697-6968 348619, AVALOS ASSOCIATES, INC., 1717 Oakdale Road, Oakmore Plaza, Modesto, CA, (209)521-3111 361189, George Sirogiannis and Helen Sirogiannis, 1630 E Hatch Rd, Ste D, Modesto, CA, (209)538-4631 336287, SINGH FAMILY ENTERPRISES INC, 2221 McHenry Ave, Suite C, Modesto, CA, (209)408-0668 356886, MORENO VALLEY TREATS II, INC., 12190 Perris Blvd, Suite E, Moreno Valley, CA, (951)243-5815 337171, LAUREN FOODS INC, 315 Vineyard Town Ctr, Morgan Hill, CA, (408)778-3388 353158, Joseph R. Ritchey, 3373 Solano Ave, Napa, CA, (707)492-3100 361332, A & N Ice Cream Inc., 1493 E Plaza Blvd, National City, CA, (619)477-5559 346679, Q & A Restaurants, Inc., 10939 Firestone Blvd, Norwalk, CA, (562)807-3638 362117, Christina Ro, 2510 S Grove Ave, Ontario, CA, (909)930-5222 356259, Poursalimi & Sons, Inc., 1941 N Rose Ave, Ste 620, Oxnard, CA, (805)351-9450 337212, FAWBAR CORP., 16280 Paramount Blvd, Suite B, Paramount, CA, (562)602-8645 360000, Best Desserts, Inc., 561 S. Lake Ave, Pasadena, CA, (626)795-9356 357406, YEOBOSEYO, INC., 1820 N Perris Blvd, Suite 16, Perris, CA, (951)943-7744 361049, Great Eagle Creamery LLC, 4001 Santa Rita Rd, Ste 2, Pleasanton, CA, (925)463-3161

425

Baskin-Robbins Current Franchisees

350912, Bruder Corp., 631 Indian Hill Blvd, Ste A, Pomona, CA, (909)629-1131 355121, Gill Capital, Inc., 902 W Henderson Ave, Porterville, CA, (559)782-0031 346677, Phillip T. Guhl and Cynthia M. Guhl, 13477 Poway Rd, Suite 601, Poway, CA, (858)486-3131 347873, Sweet Life, Inc., 9659 Milliken Ave , Suite 106, Rancho Cucamonga, CA, (909)476-5777 358034, Paresh Patel and Manishaben Patel, 125 Lake Boulevard, Redding, CA, (530)768-1521 340238, Star & Crescent Foods, Inc., 4051 Inglewood Ave #104, Redondo Beach, CA, (310)679-5786 338560, Syncrasy, 1501 El Camino Real, Redwood City, CA, (650)367-6388 332053, Maddox Resources, Inc., 6333 Oakdale Rd , Suite E, Riverbank, CA, (209)869-3131 357195, VILASH & VILASH, 5428 Crossings Dr, Ste 102, Rocklin, CA, (916)624-3134 338501, LG Enterprise Corporation of California, 3002 San Gabriel Blvd, Rosemead, CA, (626)280-0066 333015, Healthy Living Enterprise Inc., 5648 Folsom Blvd, Sacramento, CA, (916)450-9081 334721, Kwatras LLC, 4355 Arden Way, Sacramento, CA, (916)489-5833 360095, Owen S. Autry, Inc., 4500 Florin Rd Southgate Shopping Ctr, Sacramento, CA, (916)422-8325 359301, VILASH & VILASH, 3700 Crocker Dr, Suite 110, Sacramento, CA, (916)822-4099 350698, SNRS Enterprise LLC, 10550 Craftsman Way, Ste 182, San Diego, CA, (858)673-4000 357321, SWAICS Enterprises, 2810 El Cajon Blvd, Ste A1, San Diego, CA, (619)255-8402 361402, SWAICS Enterprises, 8250 Mira Mesa Blvd, Ste E, San Diego, CA, (858)566-4031 351759, TNZ, LLC, 3840 Valley Centre Dr , Suite 604, San Diego, CA, (858)350-4531 362084, RSM786, Inc., 557 W Arrow Hwy, San Dimas, CA, (909)599-6369 354925, DGP GROUP INC, 779 Story Rd, Suite 55, San Jose, CA, (669)292-5161 348396, Mahmood Hassan and Mariam Hassan, 2663 Cropley Ave, #10, San Jose, CA, (408)946-3800 337468, Maria Agnes Hjeltness, 171 Branham Ln , Suite 11, San Jose, CA, (408)224-7153 361211, Samuel Tadiparti and Sohini Pakerla, 6467 Almaden Expy, Ste 70, San Jose, CA, (408)927-7318 361386, DEVOTO BUSINESS DEVELOPMENT Corporation, 32341 Camino Capistrano, San Juan Capistrano, CA, (949)240-7171 360064, Masud Ahmed & Shamima Ahmed, 3611 1/2 State St, Santa Barbara, CA, (805)682-2296 360109, WAJV LLC, 3591 Homestead Rd, Santa Clara, CA, (408)241-7854 355435, Navnit Mistry, 19221 Golden Valley Rd, Santa Clarita, CA, (661)250-0031 355658, NOVIN FOOD CO., 2614 Pico Blvd, Santa Monica, CA, (424)252-9359 361070, Christine L.F. Snider, 130 Calistoga Rd, Santa Rosa, CA, (707)538-1331 354764, Ambassador Investment Group, 9665 Mission Gorge Rd B-1, Santee, CA, (619)328-1531 362118, KKJA, Inc., 5145 E Los Angeles Ave, Ste A2, Simi Valley, CA, (805)583-3331 361296, Tariq Investment Corporation, 1720 E Los Angeles Ave , Suite A, Simi Valley, CA, (805)526-6377 347613, LAAS Ventures, Inc., 10742 Trinity Pkwy , Suite B, Stockton, CA, (209)472-0222 361077, M&M Westlane, Inc, 1219 W March Ln, Stockton, CA, (209)478-7731 357813, Douglas E. Morgan and Susan. A. Morgan, 2839 E Thousand Oaks Blvd, Thousand Oaks, CA, (805)370-8870 348609, AAN Enterprises, Inc., 3614 Pacific Coast Hwy #B, Torrance, CA, (310)375-3131 349302, PURPLE SPOON, INC., 2455 Sepulveda Blvd Unit #B, Torrance, CA, (310)320-1331 359013, SFS Foods Inc, 3564 Redondo Beach Bvd, Torrance, CA, (310)400-7014 339739, Jasbir S. Manak and Satwinder Kaur Manak, 1543 Retherford St, Tulare, CA, (559)685-5400 361058, Hermila R. Gonsalves, 514 E Perkins St, Ukiah, CA, (707)462-3241 332462, Fun Fam Goodies, 32232 Dyer St, Union City, CA, (510)471-3131 361218, John Kemp, 1021 Helen Power Dr Power Plaza Shopping Ctr, Vacaville, CA, (707)446-3100 360108, Avneet Singh, 1658 Tennessee St, Vallejo, CA, (707)642-6464 358513, PESHAWARI ICE CREAM CORPORATION, 7602 Balboa Blvd, Van Nuys, CA, (818)285-8664 362070, Poursalimi & Sons, Inc., 1413 S Victoria Ave, Ste C, Ventura, CA, (805)658-1481 339028, VMYK BRIC CORPORATION, 12602 Amargosa Rd. The Village Center, Victorville, CA, (760)245-3131 355101, Khalsa Ice Cream, 5125 W Goshen Ave, Visalia, CA, (559)636-8934 361339, 786 ICE CREAM INC, 6422 Platt Ave, West Hills, CA, (818)884-4789 345581, Q & A Restaurants, Inc., 13435 Telegraph Rd, Whittier, CA, (562)944-0831 358481, AMAFH ENTERPRISES, 140 W Anaheim St, Wilmington, CA, (310)935-2618 348158, JR Holdings, LLC, 9075 Windsor Rd, Windsor, CA, (707)838-4872 362167, SUNSHINE ENTERPRISES, INC., 5424 Topanga Canyon Blvd, Woodland Hills, CA, (818)999-6480 333528, AAFES Fort Irwin, Langford Lake Rd, Bldg 918, Fort Irwin, CA, (337)537-3540 333446, AAFES Travis AFB, Skymaster Dr, Bldg 650, Travis Air Force Base, CA, (707)437-4490 332020, Siddiqui Industries, LLC, 2065 E Katella, Anaheim, CA, (714)385-8113 352794, VMYK BRIC I CORPORATION, 16922 Main St, Suite H, Hesperia, CA, (760)949-0342 362166, JOLLY CONES, INC., 1493 W Whittier Blvd, La Habra, CA, (562)691-9988 347870, Tony T. Young and Elly Chan, 5039 Whittier Blvd, Los Angeles, CA, (323)268-8976 342034, Urban Franchisee Holdings, LLC, 1950 W. Slauson Ave, Los Angeles, CA, (323)294-1131 351465, Randy J. Coit & Doloris A. Coit, 501 N China Lake Blvd , Suite D, Ridgecrest, CA, (760)384-3131 361319, JOY & SMILE CORPORATION, 9691 Baseline Rd, Cucamonga, CA, (909)948-7521 362100, Z.L.Z. Inc., 201 Main St, Huntington Beach, CA, (714)969-0600 360145, Jeffrey W. Chappell & Joanne L. Chappell, 2300 Pacific Ave, Stockton, CA, (209)464-2212 362170, SMA Enterprises, Inc., 512 N. Euclid St, Anaheim, CA, (714)758-3887 360123, Luis Montalvo and Victoria Montalvo, 1409 Burlingame Ave, Burlingame, CA, (650)348-1204

426

Baskin-Robbins Current Franchisees

336510, MEDAN ENTERPRISES, LLC, 7685 N. Blackstone Avenue, Fresno, CA, (559)438-8790 336165, Seacliff Village Eatery, Inc., 7101 W. Yorktown Ave Bldg # 3 / , Suite 108, Huntington Beach, CA, (714)536-9776 337242, SUNAMI, INC., 2611 Foothill Blvd, La Crescenta, CA, (818)248-8244 360104, Jimmy Dodge and Parvaneh Dodge, 264 State St, Los Altos, CA, (650)941-5412 360140, Hilltop Ice Cream, LLC, 863 Santa Cruz Ave, Menlo Park, CA, (650)323-9335 336041, ANALYSIS, INC., 424 S Main St, Ste A, Orange, CA, (714)634-4900 360136, Bob & Vena Singh, 133 E Third Ave, San Mateo, CA, (650)348-2454 348073, WHAT'S THE SCOOP, LLC, 7956 Vineland Ave , Suite A, Sun Valley, CA, (818)764-3131 336163, Phillip T. Guhl and Cynthia M. Guhl, 26580 Ynez Rd. Unit C, Temecula, CA, (951)296-0432 Colorado 332338, Leaving Hand Prints, Inc., 1155 S Havana St Unit 63, Aurora, CO, (303)368-9000 361430, Leaving Hand Prints, Inc., 16861 E. Iliff Ave, Aurora, CO, (303)755-2334 356609, SMJCOS Ltd, 1343 Interquest Pkwy, Colorado Springs, CO, (719)619-6983 360163, Sung Min Park, 3865 E. Pikes Peak Ave, Colorado Springs, CO, (719)597-7072 360159, pine creek Inc, 1534 N Circle Dr, Colorado Springs, CO, (719)630-3131 361429, Balerio, Inc., 3944 E 120th Ave, Denver, CO, (720)872-8373 356597, Cool Cones, Inc., 2028 35th Ave, Suite B1, Greeley, CO, (970)330-3242 345235, J & J ENTERPRISES INC, 3626 Highlands Ranch Pkwy, Suite C120, Highlands Ranch, CO, (303)346-5955 361424, My Girls Ice Cream Inc., 6764 W Coal Mine Ave, Littleton, CO, (303)979-7613 358620, SLAM Desserts, Inc., 1844 Hover St Unit A, Longmont, CO, (303)774-0310 351842, Love Desserts, Inc., 281 E 29th St , Suite C, Loveland, CO, (970)667-1208 362045, Parker, Inc., 10920 S. Parker Rd Unit B2, Parker, CO, (303)841-1171 353643, Prutch Enterprises LLC, 2704 S Prairie Ave, Pueblo, CO, (719)564-7474 361432, Balerio, Inc., 8424 Federal Blvd Summit Square, Westminster, CO, (303)426-6191 353436, SALAM, INC., 14200 E Alameda Ave Unit 2071A, Aurora, CO, (720)216-1136 349188, Golden Pines, Inc., 1710 Briargate Blvd. Chapel Hills Mall, Colorado Springs, CO, (719)265-8989 331200, MIS ENTERPRISES, INC., 1690 E Cheyenne Mountain Blvd, Colorado Springs, CO, (719)576-3331 360167, I Scream for Ice Cream, LLC, 28206 Highway 74, Evergreen, CO, (303)674-2537 358805, Colorado Cones, Inc., 7645 W 88th Ave, Arvada, CO, (303)420-0247 340428, AKA-BA, LLC, 6048 Stetson Hill Blvd, Colorado Springs, CO, (719)572-0077 360148, Frozen Spoon CSTJ, LLC, 32 Town Plaza, Durango, CO, (970)247-1231 360184, Desserts Only, Inc., 3912 Wadsworth Blvd, Wheat Ridge, CO, (303)422-4222 356544, Puccio Enterprises, LLC, 922 E Hailey Lane, Pueblo West, CO, (719)547-4344 Florida 361929, Rich & Creamy Ice Cream Parlor, Inc., 215 N Atlantic Ave, Daytona Beach, FL, (386)253-3131 360835, Saraya Rouchon, 205 Gulf Breeze Pkwy, Gulf Breeze, FL, (850)934-6958 360805, Morar Corporation, 2106 S Florida Ave, Lakeland, FL, (863)688-4168 331209, DK Foust LLC, 91 Eglin Pkwy NE, Fort Walton Beach, FL, (850)302-0200 358131, ANGRA DESSERTS, LLC, 6132 9th St N, Saint Petersburg, FL, (727)202-6990 361925, Douglas W. Foust & Coletta D. Foust, 4350 Bayou Blvd, Ste 2, Pensacola, FL, (850)484-9000 Georgia 342407, Shaheen Enterprises, Inc., 230 Hammond Dr, Ste 332, Atlanta, GA, (404)252-6311 348229, JCTW Ventures, LLC, 2445 Airport Thruway, Columbus, GA, (706)507-3300 354213, Rosmar Inc., 10800 Alpharetta Hwy, Suite 232, Roswell, GA, (770)299-1230 360574, Hugh Williams Enterprises, Inc., 2335 Peachtree Rd NE, Atlanta, GA, (404)261-6215 Hawaii 348415, 31 AIKALIMA LLC, 98-199 Kamehameha Highway Westfield Main Place, Aiea, HI, (808)488-0031 340716, 31 AIKALIMA LLC, 91-1001 Kaimalie St, Ewa Beach, HI, (808)689-4144 330469, 31 AIKALIMA LLC, 2100 Kanoelehua Ave D2, Hilo, HI, (808)959-3331 362037, A & D Pacific, Inc., 1618 S. King St, Honolulu, HI, (808)947-7300 330792, 31 AIKALIMA LLC, 70 E Kaahumanu Ave, Ste C1, Kahului, HI, (808)873-0331 348162, Omar S. Dy and Jane Go Averia, 108 Hekili Street, Kailua, HI, (808)261-2770 362034, Brooke Cho Incorporated, 45-480 Kaneohe Bay Dr Windward City Shopping Center, Kaneohe, HI, (808)247-7131 362036, Delta Yankee Pacific, Inc., 590 Farrington Hwy Unit 91, Kapolei, HI, (808)674-0131 342350, A & D Pacific, Inc., 95-1249 Meheula Parkway, Mililani, HI, (808)623-9999 330601, 31 AIKALIMA LLC, 87-2070 Farrington Hwy, Waianae, HI, (808)668-5104 348657, 31 AIKALIMA LLC, 2255 Kalakaua Avenue Sheraton Waikiki, Honolulu, HI, (808)931-8831 348547, 31 AIKALIMA LLC, 1620 N School St Pearl Kai Shopping Center, Honolulu, HI, (808)847-3131 343836, A & D Pacific, Inc., 930 Valkenburgh St, Honolulu, HI, (808)421-0888 342900, 31 AIKALIMA LLC, 94673 Kupuohi St Kunia Shopping Center #B104, Waipahu, HI, (808)671-7775 362029, 31 AIKALIMA LLC, 94-799 Lumiaina St, Ste K, Waipahu, HI, (808)676-6047

427

Baskin-Robbins Current Franchisees

345738, AAFES-Hawaii Schofield, 694 Schofield Barracks AAFES, Honolulu, HI, (808)624-0702 Iowa 360372, CRS Enterprises, Inc., 7666 Hickman Rd, Windsor Heights, IA, (515)276-5227 Idaho 360752, KKS & BMB, Inc., 101 E Best Ave Coeur D'Alene Mall, Coeur D Alene, ID, (208)667-0031 362014, Ryan Campbell and Cassandra Campbell, 1770 E Fairview Ave, Meridian, ID, (208)888-7405 359334, Boldt Enterprises - Nampa LLC, 337 Caldwell Blvd, Nampa, ID, (303)420-0247 361847, 8 Krazee Scoops, Inc., 4740 W. State St, Boise, ID, (208)343-8626 361103, Dennis G. Westerberg and Janet H. Westerberg, 1253 E 17th St, Idaho Falls, ID, (208)524-3131 360755, Tse Enterprises, LLC, 677 Blue Lakes Blvd N, Twin Falls, ID, (208)733-6555 350772, 8 Krazee Scoops, Inc., 1394 W Chinden Blvd, Meridian, ID, (208)898-9999 Illinois 361229, MARUTI LLC, 15 S Randall Rd, Algonquin, IL, (847)854-3131 361238, AJIT CORP., 171 E North Ave, Glendale Heights, IL, (630)682-1107 360322, Bing Icecream, Inc., 2579 N Mulford Rd Brynwood Square Shopping Ctr, Rockford, IL, (815)877-8646 362177, MNG Cool Concepts, Inc., 1700 S Macarthur Blvd, Springfield, IL, (217)528-3131 361543, Bing Icecream, Inc., 4180 Newburg Rd, Rockford, IL, (815)397-6598 352717, 4 R Kids, Inc., 106 Chatham Rd, Springfield, IL, (217)787-3031 360321, Auhm Hari, Inc., 1344 Shermer Rd, Northbrook, IL, (847)498-4343 Indiana 347878, K & T Greene, Inc., 85 S. Fruitridge Ave, Terre Haute, IN, (812)232-5200 345328, Bellwinart, Inc., 3308 N Wheeling Ave, Muncie, IN, (765)289-9969 331202, H & Y Corporation, 2336 E 116th St, Carmel, IN, (317)844-1971 361701, Blu Moo Ice Cream Inc., 1280 US Highway 31 N, Greenwood, IN, (317)881-0401 348647, Blu Moo Ice Cream Inc., 2201 E 62nd St, Ste B, Indianapolis, IN, (317)253-5333 347659, H & Y Corporation, 1337 W 86th St Greenbriar Shopping Center, Indianapolis, IN, (317)259-8888 Kentucky 343763, A & A GREEN, LLC, 4971 Dixie Hwy, Elizabethtown, KY, (270)234-8831 360554, R & A GREEN, LLC, 910 N Dixie Ave Governors Manor, Elizabethtown, KY, (270)765-5955 360558, Hung Phi Tran, 1303 US Highway 127 S, Suite 111, Frankfort, KY, (502)223-0665 336738, The Thompson's Five, LLC, 115 N Locust Hill Dr, Lexington, KY, (859)266-9305 349902, The Thompson's Five, LLC, 3061 Fieldstone Way Shoppes at Beaumont Centre, Lexington, KY, (859)278-8821 361711, Cones R Us, Inc., 10264 Shelbyville Rd, Louisville, KY, (502)244-6883 360560, Naik's LLC, 3959 Taylorsville Rd, Louisville, KY, (502)458-8243 351607, RADHAKRISHNA LLC, 3245 Mount Mariah Ave, Suite 1, Owensboro, KY, (270)240-5104 357765, THE PAR II, LLC, 202 Wayne Dr Unit 3, Richmond, KY, (859)353-8545 361714, KT Hospitality LLC, 3620 S Highway 27/Unit 1, Somerset, KY, (606)679-5975 362294, THE PAR II, LLC, 228 N 3rd St, Bardstown, KY, (502)349-0993 346515, Syspence, Inc., 545 Campbellsville ByPass, Campbellsville, KY, (270)789-3131 360567, LS HOLDINGS, LLC, 464 W Main Street, Danville, KY, (859)236-4175 348559, Sun Ventures, Inc., 3500 Winche,Ster Ave, Ashland, KY, (606)324-0031 361723, Sun Ventures, Inc., 52 Falls Creek Dr, Louisa, KY, (606)638-9999 360532, A Sweet Deal, LLC, 1705 Us 31w Byp, Bowling Green, KY, (270)781-5684 360540, The Thompson's Five, LLC, 3383 Tates Creek Pke, Lexington, KY, (859)269-0031 353400, Naik's LLC, 12418 La Grange Rd , Suite #155, Louisville, KY, (502)290-1117 Louisiana 360957, William J. Dubois, 234 Main St, Baker, LA, (225)775-3131 360921, William J. Dubois, 11222 Florida Blvd, Baton Rouge, LA, (225)275-3131 360939, RAY-RILEY LLC, 2202 W Thomas St Town & Country Plaza Ctr, Hammond, LA, (985)542-0525 347924, PETERSEN CARTEL LLC, 301 Bayou Garden Blvd, Houma, LA, (985)876-6004 360951, JGS Enterprises, Inc., 3600 Williams Blvd, Ste 10, Kenner, LA, (504)443-1695 360958, Rhino of Lafayette, Inc., 4807 Johnston St, Ste A, Lafayette, LA, (337)981-5531 348919, Shree Dattatreya, LLC, 17100 Airline Hwy , Suite C, Prairieville, LA, (225)673-1687 330824, Coy Faucheux Jr., 1597 Gause Blvd, Ste G, Slidell, LA, (985)641-3131 360934, PAULA M. COUSSOU, L.L.C., 700 Terry Pkwy, Suite B, Terrytown, LA, (504)392-7007 359385, BP SCOOPS & SMILES LLC, 2400 N 7th St, West Monroe, LA, (318)855-4107 360944, William J. Dubois, 1839 Staring Ln, Baton Rouge, LA, (225)769-3160 360945, Sunny Ventures, Inc., 5013 Lapalco Blvd, Marrero, LA, (504)341-9831 352023, FMGA, L.L.C., 406 N Carrollton Ave, New Orleans, LA, (504)485-6500

428

Baskin-Robbins Current Franchisees

348734, AVONDALE INVESTMENTS, L.L.C., 2900 Highway 90, Suite D, Avondale, LA, (504)436-7275 346482, Marta & Al Pertuz, LLC, 2628 Beene Blvd, Bossier City, LA, (318)752-0080 360949, Brent E. Coussou and Paula M. Coussou, 605 Lapalco Blvd, Ste B, Gretna, LA, (504)392-1380 332785, A.J. Davis, Inc., 4350 Hwy 22, Suite G, Mandeville, LA, (985)727-1931 360928, FMGA, L.L.C., 739 Veterans Memorial Blvd, Metairie, LA, (504)831-4086 360938, Angela A. Broussard, 1104 E Main St Town & Country Sq, New Iberia, LA, (337)367-3531 360930, AAISAKREEM, LLC, 706 S Carrollton Ave, New Orleans, LA, (504)861-3342 348513, THE L & B CORPORATION OF NEW ORLEANS, 5961 Bullard Ave , Suite 3, New Orleans, LA, (504)246-7035 347181, Marta & Al Pertuz, LLC, 7503 Youree Dr, Suite 200, Shreveport, LA, (318)798-2229 354750, Marta & Al Pertuz, LLC, 855 Pierremont Rd, Suite 103, Shreveport, LA, (318)716-1181 353282, Shree Dattatreya, LLC, 216 Lee Dr, Suite C, Baton Rouge, LA, (225)663-2557 Maryland 361492, F & MG, LLC, 11601 Beltsville Dr Calverton Shopping Center, Beltsville, MD, (301)572-5533 360253, RLD Corporation, 3004 Hamilton St, Hyattsville, MD, (301)559-7979 360270, N.M. Mancini, Inc., 2310 E Joppa Rd, Baltimore, MD, (410)668-0142 361502, OM-Posaria Inc., 8802 Belair Rd, Baltimore, MD, (410)256-7710 361493, LAWNN MD INC., 8813 Branch Ave The Crossroads At Clinton, Clinton, MD, (301)856-0031 361224, lawnn inc., 6000 Greenbelt Rd, Greenbelt, MD, (301)345-0550 360256, Krishana Corporation, 10592b Metropolitan Ave, Kensington, MD, (301)942-1998 347034, N.M. Mancini, Inc., 1504 York Rd, Lutherville, MD, (410)828-5511 360269, Daanish Inc., 7909 Tuckerman Ln Ctr Cabin John Shopping Ctr, Potomac, MD, (301)983-2300 Michigan 360416, PSN INVESTMENT GROUP, INC, 7205 Allen Rd, Allen Park, MI, (313)928-3131 360412, SCOOPS & SMILE INC, 1952 W Stadium Blvd, Ann Arbor, MI, (734)332-3493 359062, T&A TREATS LLC, 1595 W Lake Lansing Rd, East Lansing, MI, (517)657-7620 360440, BUCHANAN-MILES LLC, 17138 Farmington Rd, Livonia, MI, (734)425-4860 360447, TROY ICE CREAM INC, 2979 E Big Beaver Rd, Troy, MI, (248)689-8509 360427, DGARZA ENTERPRISES, LLC, 11560 E 12 Mile Rd, Warren, MI, (586)751-3311 360432, Katco, LLC, 801 N Euclid Ave, Bay City, MI, (989)686-3080 361642, CHIFY BUSINESSES LLC, 36590 Garfield Rd, Clinton Township, MI, (586)792-1870 360414, EJF SWEETS LLC, 18679 E Ten Mile Rd, Roseville, MI, (586)771-9530 361640, Krstana Savich, 8280 N Merriman Rd, Westland, MI, (734)427-5444 357895, T&A TREATS LLC, 1917 W Grand River Ave, Okemos, MI, (517)898-2260 Missouri 354936, D.O.C. Restaurants of Southeast Missouri, LC, 1112 W Pine St, Poplar Bluff, MO, (573)727-9818 362256, BCAW Enterprises, LLC, 820 N Highway 67, Florissant, MO, (314)839-7777 362262, BCAW Enterprises, LLC, 512 S Main, O Fallon, MO, (636)379-2039 351345, BCAW Enterprises, LLC, 1078 N Ballas Rd, Des Peres, MO, (314)394-1299 360513, Shri Laxmi, Inc., 9842 Clayton Rd, Ladue, MO, (314)997-5755 360523, Shandad, LLC, 11730 Baptist Church Rd, Saint Louis, MO, (314)843-6438 333581, AAFES Fort Leonard Wood, 143 Replacement Ave, Bldg 487, Fort Leonard Wood, MO, (573)329-2200 Mississippi 360927, Om Shiv, LLC, 3720 Hardy St, Hattiesburg, MS, (601)264-8989 Montana 361860, Stephen A. Hughes & Stacy B. Hughes, 649 W Idaho St, Kalispell, MT, (406)755-3132 361616, Loomis Ventures, Inc., 1880 Brooks St, Missoula, MT, (406)542-2731 361615, LWW, Inc., 111 S. 24th St W, Billings, MT, (406)652-1351 336761, LWW, Inc., 405 Main St Heights Town Center, Ste C, Billings, MT, (406)252-7767 356724, LWW, Inc., 308 6th Ave N, Billings, MT, (406)245-0031 North Carolina 347641, Glace International Inc., 1885 Firetower Rd, Greenville, NC, (252)321-7407 360971, Glace International Inc., 1850 Skibo Rd, Fayetteville, NC, (910)864-3131 360973, Sun MB, LLC, 3809 Oleander Dr, Wilmington, NC, (910)791-7192 New Jersey 346678, Om P. Aggarwal, Sudarshan Aggarwal, Shefali Patel & Nimesh Patel, 845 Bergen Town Ctr., Paramus, NJ, (201)843-2340

429

Baskin-Robbins Current Franchisees

New Mexico 360156, ABQ Vanilla, LLC, 11052 Montgomery Blvd NE, Albuquerque, NM, (505)294-5756 360152, IceCRM Cones, LLC, 2201 Central Ave NW, Albuquerque, NM, (505)843-6390 360157, Sweet Treats, LLC, 3030 E Main St San Juan Village Ctr/,Ste Q, Farmington, NM, (505)327-3140 361419, FLAVORS GALORE, LLC., 3457 Highway 47, Los Lunas, NM, (505)865-7654 353785, Serna's Scoopers, LLC, 2345 Southern Blvd SE, Rio Rancho, NM, (505)994-3057 361411, ABQ Vanilla, LLC, 3515 San Mateo Blvd NE, Albuquerque, NM, (505)884-7083 345909, TRULYDOOLEY, INC., 1205 E Highway 66, Gallup, NM, (505)722-5445 360151, Albert S. Albo, 1492 Missouri Ave, Las Cruces, NM, (575)521-3100 361409, Tony Quintana Jr. & Sarah A. Quintana, 1841 Cerrillos Rd, Santa Fe, NM, (505)982-9031 361416, Stemax, Inc., 717 Paseo Del Pueblo Sur, Taos, NM, (575)758-0031 362057, FTC, LLC, 8400 Menaul Blvd Ne, Ste E, Albuquerque, NM, (505)294-3101 345326, ICE CRM Scoops, LLC, 3410 State Highway 528 NW Unit 110, Albuquerque, NM, (505)899-2860 356251, ICE CRM Scoops, LLC, 3715 Las Estancias Ct SW, Ste 103, Albuquerque, NM, (505)873-1231 337494, Sullins Development Corporation, 5241 Ouray Rd Nw #C, Albuquerque, NM, (505)831-3831 334770, Richard C. Serna, 4056 Cerrillos Rd, Ste C-1, Santa Fe, NM, (505)474-3131 355721, Richard C. Serna, 556 N Guadalupe St , Suite B1, Santa Fe, NM, (505)820-3131 345169, Sullins Development Corporation, 300 San Pedro NE Tingley Coliseum, Albuquerque, NM, (505)480-7581 Nevada 356105, 4J&M Foods LLC, 2300 Paseo Verde Parkway GVR Food Court, Henderson, NV, (702)489-4281 347634, Steven Kwan and David Favy Kwan, 4500 W. Tropicana Ave, The Orleans Hotel and Casino, Las Vegas, NV, (702)365-7111 361222, Balwinderjit Kaur, 3947 S. Carson St, Carson City, NV, (775)885-8830 310419, APOLLO CAPITAL HD2 LLC, 4640 E Sunset Rd, Henderson, NV, (702)458-1108 361873, H & H Holloway, Inc., 510 S Boulder Hwy, Henderson, NV, (702)564-7482 356059, APOLLO CAPITAL II LLC, 9765 West Flamingo Rd , Suite 3, Las Vegas, NV, (702)823-5156 361871, APOLLO CAPITAL LLC, 3301 S Jones Blvd, Las Vegas, NV, (702)362-3177 361870, Debra A. Soares and Joao V. Soares, 4860 S Eastern Ave, Las Vegas, NV, (702)451-4976 361214, FLATTCO HOLDINGS, LLC, 4420 E Charleston Blvd, Ste 1, Las Vegas, NV, (702)459-6925 342370, SUMON L.L.C., 6454 Sky Pointe Dr, Las Vegas, NV, (702)880-8801 330698, Sung's TRS, Inc., 9151 W Sahara Ave , Suite #109, Las Vegas, NV, (702)256-8831 330685, SUGARCOATED VENTURES 2, L.L.C., 18120 Wedge Pkwy, Reno, NV, (775)852-3100 347880, AAA Incorporated, 1145 N McCarran Blvd, Suite 115, Sparks, NV, (775)359-3555 356811, SUGARCOATED VENTURES L.L.C., 2483 Wingfield Hills Rd, Ste 140, Sparks, NV, (775)354-0163 335473, APOLLO CAPITAL HD1 LLC, 10604 S Eastern Ave, Henderson, NV, (702)896-5674 358938, APOLLO CAPITAL LLC, 10650 Southern Highlands Pkwy, Ste 103, Las Vegas, NV, (702)803-7410 346484, G&G Ice, LLC, 4360 Blue Diamond Rd , Suite 106, Las Vegas, NV, (702)269-0091 359651, PENNY CREAM LLC, 9770 S Maryland Parkway, Suite 1, Las Vegas, NV, (725)204-1112 361223, SUMON L.L.C., 4906 W Lone Mountain Rd #A105, Las Vegas, NV, (702)655-8834 352260, JMS ENTERPRISE INC., 5515 Camino Al Norte , Suite 110, North Las Vegas, NV, (702)910-3131 361216, Drumheller, Inc., 5150 Mae Anne Ave, Ste 210, Reno, NV, (775)746-9344 356543, AAA Incorporated, 395 E Plumb Lane, Suite 104, Reno, NV, (775)502-3535 362158, AAA Incorporated, 2875 Northtowne Ln, Reno, NV, (775)355-0888 New York 361792, Flatlands Ice Cream, Inc., 11112 Flatlands Ave, Brooklyn, NY, (718)272-8395 335504, ADP Scoop, LLC, 166 New Hyde Park Rd, Franklin Square, NY, (516)616-4075 359194, Bapa Painted Post Plaza Ice Cream LLC, 125 Victory Highway, Painted Post, NY, (607)684-6241 361772, Golden Touch Ice Cream Inc., 4597 Sunrise Hwy, Bohemia, NY, (631)589-7896 360648, Notlek Corporation, 1596 Hillside Ave, New Hyde Park, NY, (516)354-9039 361784, Tortside Treats, Inc., 834c Fort Salonga Rd, Northport, NY, (631)757-3615 359064, Bapa Chambers Rd Ice Cream LLC, 3317 Chambers Rd, Horseheads, NY, (607)398-2088 360643, SWEET TOOTH WORLD INC, 170 E Park Ave, Long Beach, NY, (516)889-6950 360654, Kelton W.J. Corporation, 923 Port Washington Blvd, Port Washington, NY, (516)883-1870 Ohio 360449, Princess Enterprises, LLC, 4015 Secor Rd , Suite E, Toledo, OH, (419)472-1000 362292, KGS ENTERPRISES, LLC, 1313 S Reynolds Rd, Toledo, OH, (419)389-6718 342419, SHAKER ICE CREAM, LLC, 16969 Chagrin Blvd, Cleveland, OH, (216)491-0611 Oregon 332182, Hung Sam Joo and Jung Eon Joo, 16015 Sw Walker Rd, Beaverton, OR, (503)690-8469 361910, FRANCHISE EBROKER LLC, 61535 Highway 97, Suite 7, Bend, OR, (541)385-1811 332164, Sherkat Inc., 45W Division Ave Santa Clara Square, Eugene, OR, (541)607-6889 345960, Daniel Kirkman and Patricia Kirkman, 300 Union Ave, Ste A, Grants Pass, OR, (541)474-1546

430

Baskin-Robbins Current Franchisees

361822, R & S Enterprises Inc., 1200 Ne Burnside St Pioneer Square, Gresham, OR, (503)661-1449 336797, CHEN PLUS, LLC, 22035 NW Imbrie Dr, Hillsboro, OR, (503)640-4442 332181, LUDEMANN LLC, 1839 Molalla Ave, Ste F, Oregon City, OR, (503)722-2191 362013, Cloud 8 Enterprises LLC, 15994 Sw Tualatin-Sherwood Rd Sherwood Market Center, Sherwood, OR, (503)625-2736 361856, Cow To Cone Inc., 11705 SW Pacific Hwy Pacific Crossroads Ctr, Tigard, OR, (503)620-0794 361832, SARAHJAYNE, INC., 480 Center St NE Nordstrom Mall, Ste 102, Salem, OR, (503)362-9824 361859, JC SCOOPS LLC, 17773 SW Lower Boones Ferry Rd, Lake Oswego, OR, (503)636-1999 360697, DREAMWATCH L.L.C., 13735 SE McLoughlin Blvd, Milwaukie, OR, (503)654-2474 361853, Topper Todd, LLC, 3506 Se 122nd Ave Powell Villa Shopping Center, Portland, OR, (503)761-0539 360739, Melting Assets, Inc., 4060 River Rd N, Salem, OR, (503)390-0777 361896, Melting Assets, Inc., 474 Lancaster Dr Ne, Salem, OR, (503)371-8199 360698, RENNIECORP LLC, 3239 Market St NE, Salem, OR, (503)363-2352 361908, Dae Hyun Baek, Youn Hwa Chang and Eric J. Baek, 29911 SW Boones Ferry Rd, Wilsonville, OR, (503)570-0317 340251, Dart, Inc., 1218 SW 4th Ave, Ontario, OR, (641)889-7666 336605, Shannon Miller and Tyrone Miller, 1781 Washburn Way, Klamath Falls, OR, (541)883-1221 342746, SARAHJAYNE, INC., 1124 Wallace Road NW #110, Salem, OR, (503)364-0037 361824, YOFSEL INCORPORATED, 19510 McLoughlin Blvd, Gladstone, OR, (503)656-0311 360702, Kenneth A. Lorber & Marsha Ann Lorber, 1815 NE 39th St, Portland, OR, (503)284-6478 361851, Kenneth A. Lorber & Marsha Ann Lorber, 5330 N Lombard St, Portland, OR, (503)285-9039 361879, Miss B, LLC, 475 Ne 181st Ave, Portland, OR, (503)666-3541 360696, Topper Todd, LLC, 11011 NE Halsey St, Portland, OR, (503)253-8339 361842, YOFSEL INCORPORATED, 18605 SW Farmington Rd, Farmington Village S/C, Aloha, OR, (503)259-3301 362008, Miss B, LLC, 12054 Se Sunnyside Rd, Sunnyside Market Place, Clackamas, OR, (503)698-8433 361830, Frosti Delights LLC, 1100 Biddle Rd, Bear Creek Plaza, Medford, OR, (541)773-3485 Pennsylvania 360396, DEAN ANN, INC., 1110 Freeport Rd, Pittsburgh, PA, (412)781-9730 360282, Cityline, B.R., Inc., 7606 City Ave, Philadelphia, PA, (215)879-4610 356706, HRG BKR USC LLC, 145 McMurray Rd, Upper Saint Clair, PA, (412)595-7453 359314, HRG BKR Squirrel Hill, LLC, 5889 Forbes Ave, Suite 100 B, Pittsburgh, PA, (412)248-9866 South Carolina 361972, Crescent Moon Enterprises Inc., 4711 Forest Dr, Columbia, SC, (803)782-0731 362274, GAYATRIMA CORPORATION, 9920 Two Notch Rd, Columbia, SC, (803)764-0044 361971, PMMK SWEETS, LLC, 280 W Coleman Blvd, Mount Pleasant, SC, (843)881-6741 351018, B Sweet, LLC, 1 Ray E Talley Ct, Simpsonville, SC, (864)962-9098 360850, GAYATRIMA CORPORATION, 1106 Broad St, Sumter, SC, (803)773-2230 350644, Sweet Rewards, Inc., 1798 Ashley River Rd, Charleston, SC, (843)225-3131 Tennessee 358846, Ronald Shane Allen, 1265 Interstate Dr, Cookeville, TN, (931)528-1271 361695, Teresa C. Gravelle, 170 E Main St , Suite E, Hendersonville, TN, (615)822-1250 361690, Hasmukh Bhakta, 850 Hillwood Blvd, Hillwood Shopping Ctr, Nashville, TN, (615)356-6258 362253, CBG 1873 Fort Campbell LLC, 1873 Fort Campbell Blvd, Clarksville, TN, (931)645-3131 362257, BPRP, Inc., 1023 W Main St, Lebanon, TN, (615)443-3606 331210, BPRP, Inc., 1723 Memorial Blvd, Murfreesboro, TN, (615)895-3145 362265, Shiv-1 LLC, 2170 Old Fort Pkwy, Murfreesboro, TN, (615)890-3877 345594, Sai Dutt LLC, 2553 Murfreesboro Pike, Antioch, TN, (615)712-8101 360524, MAHANT-1 LLC, 127 Franklin Rd, Ste 2, Brentwood, TN, (615)377-4798 361700, Teresa C. Gravelle, 1777 Gallatin Rd N Mchenry Shopping Center, Madison, TN, (615)860-2205 355303, Krupa-1, LLC, 2231 N Mount Juliet Rd, Ste 103, Mount Juliet, TN, (615)288-3425 350945, Yogi - 1 LLC, 7635 Highway 70 S, Nashville, TN, (615)891-4947 360515, Brandon G. Anglin and Clifford L. Moody, 214 E Main St, Franklin, TN, (615)790-3795 Texas 350856, HG-MULTIPLEX-REGALI DALLAS JV, Dallas Love Field Airport 8008 Cedar Springs Rd, Dallas, TX, (214)350-8828 352524, HG-MULTIPLEX-REGALI DALLAS JV, Dallas Love Field Airport 8008 Cedar Springs Rd, Dallas, TX, (214)353-2976 361670, Cool Enterprises, LLC, 12407 N Mo Pac Expy, Ste 115, Austin, TX, (512)833-8800 360494, NanoStreamz, LLC, 730 W Stassney Ln, Ste 155, Austin, TX, (512)444-3049 331221, William S. Gentry & Darlene Gentry, 4701 S Padre Island Dr, Ste H, Corpus Christi, TX, (361)852-0945 354834, James & Linda Chow, Inc., 11700 Preston Rd , Suite 670, Dallas, TX, (214)368-3311 337483, Hauser Enterprises, LLC, 3434 N. Mesa Street, El Paso, TX, (915)533-3110 350303, Hauser Enterprises, LLC, 931 N Resler Dr, Ste 101, El Paso, TX, (915)587-8431 357462, Hauser Enterprises, LLC, 929 Sunland Park Dr, El Paso, TX, (915)883-3100 362056, Hauser Enterprises, LLC, 5640 Montana Ave #A, El Paso, TX, (915)772-8311

431

Baskin-Robbins Current Franchisees

337424, VHH ENTERPRISES, LLC, 1320 Zaragoza Road, Ste 122, El Paso, TX, (915)790-2210 351390, VHH ENTERPRISES, LLC, 12379 Edgemere Blvd , Suite 107, El Paso, TX, (915)855-3131 330547, Levanah Investment Corp., 2704 Cross Timbers Rd , Suite 106, Flower Mound, TX, (972)539-4669 361914, A&T Ice Cream Corporation, 6248 Rufe Snow Dr #402 Rufe Snow Village, Fort Worth, TX, (817)581-7557 349032, Abderrazek Zaafrani, 3303 Williams Dr Booty's Crossing Center, Georgetown, TX, (512)863-4478 330580, MIT Group, Inc., 4136 S Carrier Pkwy , Suite 340, Grand Prairie, TX, (972)642-7023 356487, Hauser Enterprises, LLC, 13034 Eastlake Dr #A, Horizon City, TX, (915)345-1731 360495, D & C Eats, Inc., 4547 FM1960 Rd W Northoaks Shopping Center, Houston, TX, (281)440-0296 355682, GUISA, LLC, 7910 Westview Dr, Houston, TX, (713)360-7205 359205, HOUTXBSW, LLC, 12712 W Lake Houston Pkwy , Suite A, Houston, TX, (281)416-4075 360472, KUTE LLC, 1051 Nasa Rd, Houston, TX, (281)488-3137 361661, KUTE LLC, 1924 El Dorado Blvd, Houston, TX, (281)486-5471 360489, Kitty L. Hsu, 14501 Memorial Dr, Houston, TX, (281)496-1358 331652, Mymuujiza Corp., 2431 University Blvd, Houston, TX, (713)520-5248 345899, Drox Management, LLC, 6920 S Fry Rd , Suite A, Katy, TX, (281)391-3161 351770, Firethorne Treats, LLC, 2750 FM 1463 Rd, Katy, TX, (281)371-3131 337650, Katy Treats, LLC, 1560 S Mason Rd, Ste B, Katy, TX, (281)395-3556 348403, Rio Grande Treats, LLC, 100 E Nolana Ave The Shoppes at Nolana, McAllen, TX, (956)627-5755 351134, Kent Ice Cream LLC, 5400 Briarwood Ave, Midland, TX, (432)689-0789 360797, Kent Ice Cream LLC, 2101 W Wadley Ave, Suite 4, Midland, TX, (432)682-7131 351943, LMK Venture Inc., 634 NW Loop 410, Suite 101, San Antonio, TX, (210)402-3151 361663, BSS EATS, LLC, 3366 Highway 6, Sugar Land, TX, (281)980-5405 360465, Henry Tsao & Joanna Tsao, 5408 Bellaire Blvd, Bellaire, TX, (713)665-4350 359202, Hauser Enterprises, LLC, 9568 Dyer St, El Paso, TX, (915)755-3132 361414, VHH ENTERPRISES, LLC, 10790 Pebble Hills Dr Pebble Village, El Paso, TX, (915)593-3131 360473, JO & LEE CORPORATION, 6755 Bissonnet, Houston, TX, (713)271-2650 360466, P & J Investments Corp., 1011 Edgebrook Dr, Houston, TX, (713)946-1198 360467, Varallo Corporation, 1634 Gessner Dr, Houston, TX, (713)973-1562 330542, Top Right Restaurants, Inc., 3302 N 4th St, Longview, TX, (903)663-9331 350956, Kent Ice Cream LLC, 6900 East Ridge Rd, Odessa, TX, (432)362-0858 362278, RR Icecreams, LLC, 307 W Palm Valley Blvd, Round Rock, TX, (512)310-2431 360794, Babyface, Inc., 3303 Sherwood Way, San Angelo, TX, (325)944-3699 361671, Laguna Enterprises, Inc., 12442 Nacogdoches Rd, San Antonio, TX, (210)590-8922 361666, Nila & Lisa Enterprises, Inc., 6727 Bandera Rd, San Antonio, TX, (210)684-9373 360474, PAN UNITED, INC., 2802 Palmer Hwy, Texas City, TX, (409)948-2182 357078, BIG D VENTURES LLC, 1616 Wooded Acres Dr, Waco, TX, (254)776-6155 343835, ARLINGTON PATEL INC, 4654 South Cooper , Suite 314, Arlington, TX, (817)419-9986 338708, 2010 Finkel Inc., 9911 Brodie Lane, Ste 850, Austin, TX, (512)291-8500 347590, T and N Family LLC, 9900 W. Parmer Ln, Austin, TX, (512)248-2275 346037, Cup or Cone Confections LLC, 1335 E Whitestone Blvd, Cedar Park, TX, (512)986-7593 339383, Guzma, LLC, 12312 Barker Cypress Rd, Suite 1100, Cypress, TX, (281)304-4550 333007, MYRA ENTERPRISE, LLC, 13040 Louetta Rd, Ste 244, Cypress, TX, (281)379-7007 360775, Fred M. Bradish and Barbara E. Bradish, 2433 W Kiest Blvd, Dallas, TX, (214)337-0727 352677, MIT Group, Inc., 8411 Preston Rd, Suite 120, Dallas, TX, (214)691-7848 345436, Marta & Al Pertuz, LLC, 5500 Greenville Ave Unit # 501, Dallas, TX, (214)890-9800 350613, HOUTXBDP, LLC, 3811 Center St, Ste B, Deer Park, TX, (281)884-8990 346436, Sandspit Ventures Inc, 2750 State Highway121, Suite 800, Euless, TX, (817)571-3131 345974, Aslam & Sons L.L.C., 7410 Preston Rd, Frisco, TX, (214)872-1114 332835, HELADO ENTERPRISE INC., 11846 Bandera Rd, Helotes, TX, (210)695-1368 354014, Vakratundaji LLC, 2570 Justin Rd, Highland Village, TX, (972)221-4567 339253, Arroyo Prime Ltd, Inc., 11660 Westheimer Rd, Houston, TX, (281)870-9560 343428, Arroyo Prime Ltd, Inc., 8076 S Gessner Dr, Houston, TX, (713)541-9606 360468, Ben L. Royce, Inc., 3266 Westheimer Rd, Houston, TX, (713)520-6881 360491, EK2 Donme, LLC, 9315 Katy Fwy, Houston, TX, (713)468-3642 349393, Emotion Enterprises, Inc., 4414 North Freeway Northline Commons, Houston, TX, (713)694-0963 349791, HOUTXBWV, LLC, 15242 Wallisville Rd Black Rock Commons, Houston, TX, (832)582-8024 351178, INBA INC, 14460 Hillcroft St,Ste 103, Houston, TX, (281)501-9606 356522, Mymuujiza Corp., 6401 Woodway Dr,STE 115, Houston, TX, (713)750-9964 349177, P & J Investments Corp., 7596 FM 1960 Rd W, The Commons at Willowbrook, Houston, TX, (281)894-5522 349727, Scoups, Inc., 9203 Highway 6 S Fort Bend Center, Houston, TX, (281)564-0962 348630, NAHEED & SONS, INC., 3809 Atascocita Road, Atascocita Clayton Centre, Humble, TX, (281)852-4800 349010, Shreyasha, Inc., 2666 N Belt Line Rd Grande Center, Irving, TX, (972)871-2600 352875, YOGURTS R US LLC, 1442 Kingwood Dr, Kingwood, TX, (281)312-1233 331110, D & C Eats, Inc., 121 State Hwy 332 W, Suite H, Lake Jackson, TX, (979)285-9788 348464, Levanah Investment Corp., 2700 E Eldorado Pkwy, Ste 103, Little Elm, TX, (972)987-4355

432

Baskin-Robbins Current Franchisees

345107, MANSFIELD LALA INC, 990 Highway 287 N, Mansfield, TX, (817)453-8649 358125, Rio Grande Treats, LLC, 1400 E Expressway 83, Suite 150, McAllen, TX, (956)682-9676 331112, Navaksh, LLC, 3001 Hardin Blvd, Suite 116, Mckinney, TX, (972)562-6338 357460, Mymuujiza Corp., 8731 Highway 6 South, Missouri City, TX, (281)778-6062 343967, Marta & Al Pertuz, LLC, 158 W. FM 544, Suite # 122, Murphy, TX, (972)516-9100 330588, Layh Legacy, LLC, 606 S Walnut Ave, Ste B, New Braunfels, TX, (830)606-2231 345544, VIP Ice Cream, LLC, 1552 FM 685, Pflugerville, TX, (512)551-9466 354870, Navaksh, LLC, 6921 Independence Pkwy, Suite 110, Plano, TX, (972)491-7301 330548, P & K Trading, Inc., 5960 W Parker Rd, Suite 208, Plano, TX, (972)403-3131 360783, Marta & Al Pertuz, LLC, 1748 E. Belt Line Rd Richardson East Center, Richardson, TX, (972)907-0981 345793, Marta & Al Pertuz, LLC, 2951 Ridge Rd, Rockwall, TX, (214)771-0304 347508, FROZEN CONCEPTS LLC, 20821 US Highway 281 N, Suite 106, San Antonio, TX, (210)481-4276 360475, Fowlinley Scoops I, Inc., 6418 N. New Braunfels Ave, San Antonio, TX, (210)826-1231 330546, PVS INVESTMENTS LLC, 5238 Dezavala Rd,Ste 132, San Antonio, TX, (210)699-3911 352679, Spring Branch Ice Cream, LLC, 1203 N Loop 1604 W , Suite 107, San Antonio, TX, (210)492-3331 344164, PVS INVESTMENTS LLC, 17460 IH 35 North, Suite 428, Schertz, TX, (210)651-5131 336404, Inside Scoop, Inc., 8250 Agora Pkwy, Suite 110, Selma, TX, (210)945-6611 348566, Lapsey Enterprises LLC, 2063 West Southlake Blvd., Southlake, TX, (817)421-3100 349623, Gajjar & Chudasama Enterprises, LLC, 25114 Grogans Mill Rd, The Woodlands, Spring, TX, (281)298-3443 361915, MYRA ENTERPRISE, LLC, 16836 Stuebner Airline Rd, Spring, TX, (281)376-9144 338339, Jovella Enterprise, LLC, 19970 Southwest Freeway, Sugar Land, TX, (281)342-2688 332091, Like-Q Corp., 8000 Research Forest Dr , Suite 315, The Woodlands, TX, (281)419-3494 333478, AAFES Fort Sam Houston, 2490 7th St Bldg 2420 , Suite 42, Fort Sam Houston, TX, (210)225-4694 340925, AAFES Lackland AFB, 1530 Femoyer St Bldg 10345, Lackland Air Force Base, TX, (210)645-1229 353080, VHH ENTERPRISES, LLC, 8900 Viscount Blvd , Suite DB, El Paso, TX, (915)592-3131 337649, D & C Eats, Inc., 10504 Broadway St , Suite B, Pearland, TX, (713)436-5358 349624, Spring Branch Ice Cream, LLC, 5539 W Loop 1604 N Alamo Ranch, San Antonio, TX, (210)684-3131 359589, Alliant, Inc., 7104 N Navarro St , Suite D-1, Victoria, TX, (361)579-7304 Utah 361111, Jode LLC, 1088 E Gentile St Fairfield Plaza Shopping Ctr, Layton, UT, (801)546-3100 361093, Kiwi Scoops, LLC, 1166 Washington Blvd, Ogden, UT, (801)621-3333 361096, Kiwi Scoops, LLC, 3675 Harrison Blvd, Ogden, UT, (801)627-1444 361106, Jode LLC, 9497 S 700 E, Sandy, UT, (801)572-4064 361095, Jode LLC, 530 S Main St, Bountiful, UT, (801)298-9931 361104, Jode LLC, 435 State St, Clearfield, UT, (801)825-3131 361099, FREEZE'EM, LLC, 210 N State St, Orem, UT, (801)224-0731 361092, I.C. TREATS, LLC, 29 E 1230 N, Provo, UT, (801)377-0031 361101, Jode LLC, 1465 E 2100 S, Salt Lake City, UT, (801)484-1351 361105, Jode LLC, 3490 W 3500 S, West Valley City, UT, (801)969-1071 345958, FREEZE'EM, LLC, 11428 S District Dr , Suite 200, South Jordan, UT, (801)727-0601 359273, Jode LLC, 7689 S Jordan Landing Blvd, Ste 190, West Jordan, UT, (801)417-9766 356720, Dixie Sweet Treats, LLC, 2696 Pioneer Rd, Suite A, Saint George, UT, (435)673-1950 Virginia 360254, Pashaz, Inc., 1701 Centre Plz, Alexandria, VA, (703)998-4177 360263, Bengal Incorporated, 6664 Arlington Blvd, Falls Church, VA, (703)538-4690 360981, Roscha, Inc., 14371 Warwick Blvd Warwick-Denbigh Shopping Ctr, Newport News, VA, (757)874-7731 360278, Tanglewood Holdings LLC, 1446 Reston Pkwy North Point Village Center, Reston, VA, (703)742-3387 362308, Pichina Bell, 7561 Huntsman Blvd Huntsman Sq Shopping Ctr, Springfield, VA, (703)451-1818 356738, Bengal Incorporated, 10657 Fairfax Blvd, Fairfax, VA, (703)539-8126 360972, GMY, Incorporated, 5510 W Broad St, Richmond, VA, (804)288-9591 360970, The Ark Incorporated, 6940 Forest Hill Ave, Richmond, VA, (804)272-9952 362307, Kitthanawong & Moraras, LLC, 7001H Manchester Blvd, Manchester Lakes, Alexandria, VA, (703)921-5330 357037, Benson's Ice Cream - Gainesville, LLC, 13801 Heathcote Blvd, Gainesville, VA, (571)284-7238 353671, SCOOPS, LLC, 2040 Coliseum Dr, Hampton, VA, (757)690-8533 361501, Epiphany, Inc., 13344 Franklin Farms Rd, Suite C, Herndon, VA, (703)437-3133 347668, lawnn inc., 9457 Lorton Market St, Lorton, VA, (703)372-2000 360259, UMAIR AMIR INC, 6432 Brandon Ave Tower Shopping Center, Springfield, VA, (703)644-3131 360979, Rags, Inc., 416 Prince George St, Williamsburg, VA, (757)229-6385 Washington 361898, Albert Tadevosyan Corporation, 1702 Auburn Way N, Auburn, WA, (253)939-2996 360742, Kimberly An, 10007 Main St, Bothell, WA, (425)486-3131 330865, Emerald City Ice Cream, LLC, 4810-A Yelm Hwy SE Little Prairie Center, Lacey, WA, (360)413-0030

433

Baskin-Robbins Current Franchisees

361891, O&M ENTERPRISES, INC., 7411 NE 117th Ave, Orchards, WA, (360)254-3210 339199, Mary D. Kirkpatrick and Robert W. Kirkpatrick, 2727 S Mount Vernon St, Spokane, WA, (509)532-0031 361855, OHANA ROSE INC, 1925 N Monroe St, Spokane, WA, (509)327-1531 360772, TJW, Inc., 9111 N Country Homes Rd, Spokane, WA, (509)467-5264 361825, DMCM LLC, 1314 72nd St E # 4305 Tacoma Vista Shopping Center, Tacoma, WA, (253)539-5711 360706, Tracy Huynh, LLC, 6214 6th Ave, Tacoma, WA, (253)244-5501 332280, Phil E. Bisaillon, 16600 SE Mcgillivray Blvd, Suite 110, Vancouver, WA, (360)253-9960 359200, MLB ICE CREAM STORE, INC., 1208 N 40th Ave, Suite A, Yakima, WA, (509)594-4533 332170, MIN CORP., 16729 SE 272nd St, Covington, WA, (253)638-9931 361878, CISH Corporation, 1402 SE Everett Mall Way, Space 9F, Everett, WA, (425)355-3100 361893, RK Lyla Inc., 1946 S. Seatac Mall B-42 Seatac Mall, Federal Way, WA, (253)946-3375 337670, Chris Ahn, 4615 196th St SW, STE #142, Lynnwood, WA, (425)776-8823 361858, Sweet Concepts, LLC, 10315 Silverdale Way Nw, Silverdale, WA, (360)698-3152 360762, RK HEBA INC, 993 Southcenter Mall, Tukwila, WA, (206)248-2805 360761, GILES PARTNERS LLC, 8700 Ne Vancouver Mall Dr Space 162, Vancouver, WA, (360)256-7722 360744, Albert Tadevosyan Corporation, 918 Auburn Way S, Auburn, WA, (253)833-0303 362010, Charlton Family LLC, 1291 Bridge St, Clarkston, WA, (509)751-8998 360759, Akins Enterprises, Inc., 2803 W. Clearwater Ave The Highland Center, Kennewick, WA, (509)783-9279 360757, D & M VASQUEZ INC, 1540 15th Ave, Longview, WA, (360)636-3110 361866, Seil Investment, Inc., 2900 78th Ave Se, Mercer Island, WA, (206)236-2781 360771, MOSES LAKE ICE CREAM LLC, 525 N Stratford Rd, Moses Lake, WA, (509)765-4544 332487, MOO-WOO, INC., 2307 W Court St, Pasco, WA, (509)542-1931 360766, S. Thanem LLC, 1611 E. Front St, Port Angeles, WA, (360)452-7777 360746, Ksor & Le LLC, 1422 E Main Ave, Puyallup, WA, (253)848-6713 332171, Queen Bee KTK, Inc., 17404 Meridian E, Ste E, Puyallup, WA, (253)445-5911 349323, BUAIDH NO BAS LLC, 140 Gage Blvd, Ste 205, Richland, WA, (509)374-4310 360732, MOO-WOO II, INC., 890 Stevens Dr, Richland, WA, (509)943-3231 360711, Bich-thao Nguyen, 926 N 185th, Seattle, WA, (206)542-5054 360731, Everett M. Royse and Judith Lynne Royse, 12155 Pacific Ave S, Tacoma, WA, (253)531-2404 360700, Narheeyoung, Inc, 6125 100th St Sw, Tacoma, WA, (253)584-1180 360726, Great Richardson Corp, 7000 NE Highway 99, Vancouver, WA, (360)696-9931 360712, Driver & Driver, LLC, 2003 E Isaacs Ave, Walla Walla, WA, (509)522-3131 361833, MLB ICE CREAM STORE, INC., 1505 S 1st St, Yakima, WA, (509)575-1761 361895, Riggle Ice Cream LLC, 3802 W Nob Hill Blvd, Yakima, WA, (509)965-5515 350684, Innova Food LLC, 9335 Martin Way E, Olympia, WA, (360)459-9882 332178, Jin Myung Sanders, 22833 Bothell Everett Hwy, Ste 112, Bothell, WA, (425)489-3981 362009, Edgar Ziroyan Company, 11014 19th Ave SE, Ste #9, Everett, WA, (425)316-3131 340049, Albert Tadevosyan Corporation, 25620 102nd Place SE, Kent, WA, (253)859-9510 361826, 4 Peeps, L.L.C., 3010 Harrison Ave Nw, Olympia, WA, (360)943-1231 362011, Gihoun Kwon & Hyunsuk Kwon-Na, 17181 Redmond Way , Suite 900, Redmond, WA, (425)883-0031 360703, CISH Corporation, 826 NE Northgate Way, Seattle, WA, (206)364-4320 340779, Jaypark Corporation, 1201 Valley Ave, Suite 109, Sumner, WA, (253)891-3103 337310, Giau Huynh, 800 NE Tenney Rd, Vancouver, WA, (360)566-1119 361844, Sopheavy Sou and Robert Kong, 2255 140th Ave Ne, Bellevue, WA, (425)643-3136 360753, JRS & KKS Company, 12510 E Sprague Ave, Spokane, WA, (509)924-3131 360708, Nhut Vu Nguyen, 4019 Colby Ave, Everett, WA, (425)259-6336 361852, Mimi Kim, 1590 Nw Gilman Blvd Meadows Shopping Ctr, Ste 8, Issaquah, WA, (425)392-8524 361861, Young W. Son and Kyung Sook Son, 9501 State Ave, Ste B, Marysville, WA, (360)659-0777 361885, Edgar Ziroyan Company, 15704 Mill Creek Blvd #20, Mill Creek, WA, (425)385-3131 360740, Tzeng Investments, LLC, 520 Rainer Ave S, Renton, WA, (425)226-3113 361840, FIONA TRAN INVESTMENT LLC, 2001 Rainier Ave S, Seattle, WA, (206)324-0031 362005, Michael Buchan, 530 Sw Everett Mall Way Evergreen Forum, Everett, WA, (425)348-3100 332509, GMSS LLC, 458 SW Mt Si Blvd, North Bend, WA, (425)888-4422 Wisconsin 360213, Erwin & Dianne Investments, Inc., 8820 N Port Washington Rd, Bayside, WI, (414)352-1020 360216, I-Scream, Inc., 1417 N. Wauwatosa Ave, Wauwatosa, WI, (414)453-0330 354380, GCS Ice, LLC, 3421 N Ballard Rd, Appleton, WI, (920)702-2263 359653, GCS Operations, LLC, 1221 Lombardi Access Rd, Green Bay, WI, (920)494-6556 355177, GRAND CENTRAL ICE, LLC, 1593 E Mason St, Green Bay, WI, (920)548-5271 West Virginia 361682, RJ Group LLC, 4120 MacCorkle Ave SE, Charleston, WV, (304)925-3013 360569, SAM Corporation of Huntington, Inc., 1598 Washington Blvd, Huntington, WV, (304)529-2133 362389, TURNOUTZ V ICE CREAM LLC, 512 Maccorkle Ave SW, South Charleston, WV, (304)744-2405

434

Baskin-Robbins Current Franchisees

Wyoming 361097, Patsy A. Tozier, 723 E 16th St, Cheyenne, WY, (307)635-2588 List of Current Baskin-Robbins Area Developers: Note: The list of currently operating Baskin-Robbins Area Developers is sorted by DMA:

SDA PC#, DMA, Franchisee Name, Franchisee City, State, Email or Phone (if available) SDA-53159, 502-Binghamton, NY, Bapa Chambers Rd Ice Cream LLC, 2750 Westinghouse Rd, Horseheads, NY, manish@bapanetwork.com SDA-52497, 529-Louisville, KY, Mukesh Naik, 848 S Green River Rd, Evansville, IN, MNAIK613@GMAIL.COM SDA-53155, 618-Houston, TX, HOUTXBWV, LLC, 14218 Grand Manor Lane, Humble, TX, sehul.patel@gmail.com SDA-53189, 736-Bowling Green, KY, A Sweet Deal, LLC, 1548 U.S. 31-W Bypass, Bowling Green, KY, mgwilkins111@aol.com SDA-53230, 807-San Francisco, CA, ZORRO ADVISORS INC., 1421 Spinel Ct., Livermore, CA, harrysniper007@gmail.com SDA-53160, 839-Las Vegas, NV, PENNY CREAM LLC, 1583 Tulita Drive, Las Vegas, NV, brlv.laura@gmail.com SDA-53210, 862-Sacramento/Stockton, CA, Yoven Inc., 1900 Park Oak Dr, Roseville, CA, sonutoor711@yahoo.com SDA-53245, 866-Fresno/Visalia, CA, Tulyag, LLC, 1699 E. Wallinton Lane, Fresno, CA, anvartulyag@gmail.com

435

Former Baskin-Robbins Franchisees

APPENDIX VI-B

Baskin-Robbins Former Franchisees

BASKIN-ROBBINS December 29, 2019 to December 26, 2020 (Fiscal Year 2020)

Franchisees Who Sold Their Restaurants, or are Otherwise No Longer in Business at the Indicated Location*

Baskin-Robbins is required to provide franchise candidates with the following list of "former" franchisees. To be listed, a franchisee, at one of his/her Restaurants, must have been involved in a transaction falling into one of the categories listed below. While some of the listed franchisees may have been terminated for violations of their franchise agreements or left the System because of poor operating results, THIS IS NOT A LIST OF FRANCHISEES WHOSE BUSINESSES HAVE FAILED. Most of the former franchisees on the list sold one or more Restaurants. When this occurs, we usually assign or terminate their franchise agreement and add the sellers to this list. A number of the "former" franchisees may be currently operating other Restaurants. The vast majority of listed Restaurants are still operating. To better understand the transactions from which the following list was generated, please refer to the franchisee statistical information section of this Disclosure Document.

*Definition required by the Federal Trade Commission: A list of every franchisees who had an outlet terminated, cancelled, not renewed, or otherwise ceased to do business under the franchise agreement during our most recently completed fiscal year or who has not communicated with us within 10 weeks of the issuance date of this Disclosure Document.

If you buy this franchise, your contact information may be disclosed to other buyers when you leave the franchise system. Note: The list of Baskin-Robbins franchisees who have left the system in the last fiscal year is divided alphabetically by Restaurant state location.

Restaurant Number, Restaurant City & State, Former Franchisee’s Name, City, State, Phone and/or Email Address

Alaska 353708, Anchorage, AK, Masanori Akers, Anchorage, AK, mx2llc@gmail.com 362220, Anchorage, AK, Masanori Akers, Anchorage, AK, mx2llc@gmail.com Alabama 360576, Huntsville, AL, Byron Ferguson, Hampton Cove, AL, zamagi@yahoo.com 350436, Madison, AL, Byron Ferguson, Hampton Cove, AL, zamagi@yahoo.com Arizona 349096, Goodyear, AZ, Gina Kaiser, Litchfield Park, AZ, gina@kaiserconstructionllc.com 360209, Goodyear, AZ, Bhairvi Kothari, Plano, TX, candylanddallas@gmail.com 345433, Phoenix, AZ, Ali Talayman, North Plains, OR, serdartalayman@hotmail.com California 361315, Anaheim, CA, Cindy Tsai, La Habra, CA, rubykiko@gmail.com 330674, Antioch, CA, Bruce Dake, Antioch, CA, b.dake@sbcglobal.net 347674, Bakersfield, CA, Perry Angress, Bakersfield, CA, pmangress@gmail.com 361192, Benicia, CA, Gregory Marek, Sonoma, CA, marekgregory@hotmail.com 361201, Brentwood, CA, Bruce Dake, Brentwood, CA, b.dake@sbcglobal.net 361025, Citrus Heights, CA, Brinderjit Parhar, Folsom, CA, parharbs@yahoo.com 361083, Citrus Heights, CA, Rashmin Sompura, Antelope, CA, rsompura@yahoo.com 361085, Concord, CA, Barbara Peng, Concord, CA, barbaraypeng@sbcglobal.net 336578, Corona, CA, Jeff Frank Cohen, Corona, CA, not available 362097, Corona, CA, Munir Khan, Elk Grove, CA, mkhan692001@yahoo.com 361319, Cucamonga, CA, Kristy Khov, Upland, CA, ownerbaskinrobbins@sbcglobal.net 348687, Culver City, CA, Jennifer Fung, Waipahu, HI, jennsbr2005@gmail.com 361334, Dana Point, CA, Fariba Tavakoli, Irvine, CA, faribatavakoli@hotmail.com 361036, Dublin, CA, Frank Sana, Dublin, CA, not available 336309, Fullerton, CA, Mosinluck 786 Inc., Fullerton, CA, not available

436

Former Baskin-Robbins Franchisees

336984, Galt, CA, Alam Jarrar, So San Francisco, CA, allamjarrar@yahoo.com 362163, Hollister, CA, Evelyn Daya, Hollister, CA, dayamichael@aol.com 362082, La Puente, CA, Gregory Mizutani, Montebello, CA, gzutani25@yahoo.com 360037, Los Angeles, CA, Shaista Ishfaq, Los Angeles, CA, shaistaishfaq14@gmail.com 360061, Los Angeles, CA, David Yadegar, Los Angeles, CA, david@yadegarbrothers.com 336788, Mission Viejo, CA, Frank Yi, Harbor City, CA, fyec0320@gmail.com 362073, North Hollywood, CA, Achara Surinarintr, North Hollywood, CA, tsurinarin@gmail.com 360052, Pasadena, CA, Varuzhan Tirityan, Pasadena, CA, varuzh@mac.com 361049, Pleasanton, CA, Brent Babcock, Brentwood, CA, dr.babcock@hotmail.com 332278, Rancho Cucamonga, CA, Kristy Khov, Upland, CA, ownerbaskinrobbins@sbcglobal.net 340238, Redondo Beach, CA, Mohammad Khan, Redondo Beach, CA, br6664@sbcglobal.net 338560, Redwood City, CA, Letha Tran, San Jose, CA, lethatran@yahoo.com 337944, Sacramento, CA, Alam Jarrar, So San Francisco, CA, allamjarrar@yahoo.com 361176, Salinas, CA, Carol Stanley, Salinas, CA, carol.baskin31@gmail.com 361200, San Jose, CA, Andy Cheng, San Jose, CA, santateresabr31@yahoo.com 361211, San Jose, CA, Jea Kim, San Jose, CA, svrsk@sbcglobal.net 361386, San Juan Capistrano, CA, Larisa Shatalova, Simi Valley, CA, larissashatalova@gmail.com 361081, Santa Rosa, CA, Gerard Gloisten, Santa Rosa, CA, ggloisten@gmail.com 354764, Santee, CA, Paul Martinez, Chula Vista, CA, paulvmartinez@cox.net 361177, Scotts Valley, CA, Jennifer Pena, San Jose, CA, jencrf450@gmail.com 337909, Simi Valley, CA, Frank Cohen, San Ramon, CA, frank.cohen@gmail.com 361280, Solana Beach, CA, Christopher McGilvary, San Diego, CA, cmac619@gmail.com 362127, Tehachapi, CA, Amy Nguyen-Vo, Palmdale, CA, nguyenvo.amy@gmail.com 350835, Thousand Oaks, CA, Patrick Blunt, Newbury Park, CA, pjblunt@yahoo.com 361075, Visalia, CA, Cynthia Eslick, Visalia, CA, ceslick@sbcglobal.net 361339, West Hills, CA, Fazeela Jadwet, Simi Valley, CA, simibanker@yahoo.com 357402, West Sacramento, CA, Mohammad Abbas, Sacramento, CA, abbas2802@gmail.com 361370, Westminster, CA, Uyen Truong, Santa Ana, CA, wynne@wndesign.us 358481, Wilmington, CA, Mohammad Khan, Wilmington, CA, br6664@sbcglobal.net Colorado 361420, Colorado Springs, CO, Susan Johnson, Colorado Springs, CO, 1514slj@gmail.com District of Columbia 361488, Washington, DC, Helen Wu, Derwood, MD, lwu1191@gmail.com Florida 360803, Hollywood, FL, Jacob Master, Royal Palm Beach, FL, kaizen13@comcast.net 304496, Lauderhill, FL, Florida Coffee Holdings, LLC, Palm Beach Gardens, FL, mcafua@cafuamanagment.com 336211, Margate, FL, Florida Coffee Holdings, LLC, Palm Beach Gardens, FL, mcafua@cafuamanagment.com Georgia 355088, Marietta, GA, Stephen Mancini, Marietta, GA, hldsteve@yahoo.com Hawaii 348415, Aiea, HI, Chong Hui Tsukada, Honolulu, HI, 31hawaii1992@gmail.com 340716, Ewa Beach, HI, Chong Hui Tsukada, Honolulu, HI, 31hawaii1992@gmail.com 330469, Hilo, HI, Chong Hui Tsukada, Honolulu, HI, 31hawaii1992@gmail.com 348547, Honolulu, HI, Chong Hui Tsukada, Honolulu, HI, 31hawaii1992@gmail.com 348657, Honolulu, HI, Merina Westcott, Honolulu, HI, rina@hawaii.rr.com 330792, Kahului, HI, Chong Hui Tsukada, Honolulu, HI, 31hawaii1992@gmail.com 330601, Waianae, HI, Chong Hui Tsukada, Honolulu, HI, 31hawaii1992@gmail.com 342900, Waipahu, HI, Chong Hui Tsukada, Honolulu, HI, 31hawaii1992@gmail.com 362029, Waipahu, HI, Chong Hui Tsukada, Waipahu, HI, 31hawaii1992@gmail.com Idaho 360756, Boise, ID, Cassandra Campbell, Boise, ID, campcass02@gmail.com 360773, Nampa, ID, Martin Boldt, Boise, ID, michellboldt@cwi.edu Illinois 361229, Algonquin, IL, Leena Amin, Schaumburg, IL, leenahamin9@gmail.com 360335, Darien, IL, Gus Tzinares, Darien, IL, jtzinares@yahoo.com 361554, Orland Park, IL, Aparna Sharma, Bartlett, IL, aparnasharma@netscape.net 361245, Schaumburg, IL, Rajesh Thacker, Schaumburg, IL, rajeshthacker@sbcglobal.net Indiana 361694, Evansville, IN, Dipika Naik, Evansville, IN, not available

437

Former Baskin-Robbins Franchisees

Kentucky 360564, Louisville, KY, Michael Thompson, Louisville, KY, greendadtoad@aol.com Maryland 349345, Olney, MD, Constantine Zuras, Olney, MD, cnzuras@comcast.net Montana 361877, Great Falls, MT, Ashley Davidson, Great Falls, MT, aleezah_one@yahoo.com 357884, Missoula, MT, Matt Loomis, Missoula, MT, baskinrobbinsmissoula@yahoo.com North Carolina 360975, Greensboro, NC, Rahul Patel, Greensboro, NC, not available New Jersey 302832, Green Brook, NJ, Thomas Mascia, Green Brook, NJ, ddtommym@aol.com 335955, Howell, NJ, Antonio Sequeira, Freehold, NJ, lora@lufrankton.com New Mexico 330825, Albuquerque, NM, Walter Sullins, Albuquerque, NM, sulnet@aol.com New York 361140, Staten Island, NY, Susan Juan, Staten Island, NY, susan_10314@yahoo.com Oregon 360690, Corvallis, OR, Dae Hyun Baek, Salem, OR, daehyunbaek@hotmail.com 361911, Hillsboro, OR, Dedrick Oyamot, Beaverton, OR, deeacura07@gmail.com 360765, Portland, OR, David Wilks, Milwaukie, OR, djbmwilks@q.com 332174, Salem, OR, Dae Hyun Baek, Salem, OR, daehyunbaek@hotmail.com 361854, Sandy, OR, Sherrene Ten Eyck, Sandy, OR, sherry5285@aol.com 361850, Springfield, OR, Danielle Scritchfield-Hartley, Springfield, OR, springfun31@gmail.com 361883, West Linn, OR, Jennifer Ludemann, West Linn, OR, westlinn3flavors@yahoo.com Pennsylvania 331199, Allentown, PA, Ravi Dalsania, Coopersburg, PA, ravidalsania@yahoo.com South Carolina 362274, Columbia, SC, Wendy Dowey, Columbia, SC, wjordan@carolinawrecking.com Tenneessee 345594, Antioch, TN, Aashish Patel, Nashville, TN, ashishpatel8272@yahoo.com Texas 349213, Houston, TX, I-Ho Wang, Houston, TX, ihowang@gmail.com 360472, Houston, TX, I-Ho Wang, Houston, TX, ihowang@gmail.com 361661, Houston, TX, I-Ho Wang, Houston, TX, ihowang@gmail.com 330588, New Braunfels, TX, Shrenik Thakkar, Richmond, TX, shrenikthakkar@sbcglobal.net 349023, San Antonio, TX, John Hill, San Antonio, TX, hill@caseproinc.com 360485, San Antonio, TX, Reza Sehat, San Antonio, TX, rsehat@att.net Virginia 361490, Fairfax, VA, Arinta Ulit, Lorton, VA, arinta.ted.ulit@gmail.com 348918, Virginia Beach, VA, Rakesh Patel, Virginia Beach, VA, sejrak@gmail.com Washington 330862, Arlington, WA, Kyung Son, Lynnwood, WA, 425-745-6658 360699, Bellevue, WA, Hien Quoc Nguyen, Bellevue, WA, hien2736@gmail.com 361902, Monroe, WA, Si-Chul Lee, Everett, WA, johnsilee@yahoo.com 353604, Mount Vernon, WA, Massoud Forghani, Mount Vernon, WA, sno76@comcast.net 361862, Oak Harbor, WA, Rex Nickerson, Oak Harbor, WA, rexnick@comcast.net 349323, Richland, WA, Rand Akins, Richland, WA, randakins@frontier.com 360727, Seattle, WA, Emily Carlson, Seattle, WA, emilybcarlson@comcast.net 361874, Snohomish, WA, Si-Chul Lee, Everett, WA, johnsilee@yahoo.com 361876, Spokane, WA, Jennifer Wooddell, Spokane, WA, jenmomartini@gmail.com 361834, Tacoma, WA, Kyong Hansen, Tacoma, WA, kaylovesjesus@gmail.com 361845, Tacoma, WA, Thanh Pham, Tacoma, WA, thanh10141987@gmail.com 361848, Tumwater, WA, Janice Peoples, Olympia, WA, dakine1@comcast.net

438

Former Baskin-Robbins Franchisees

Wisconsin 361459, Appleton, WI, Luis Garcia-Villanueva, Menasha, WI, latinosexpresswi@yahoo.com

439

Combo Current Franchisees

APPENDIX VII-A

Current Combo Franchisees Combo Current Area Developers

Note: The list of currently operating Combo Restaurants is divided alphabetically by Restaurant state location:

Restaurant #, Current Franchisee, Restaurant Address, Phone (if available) Alabama 354848, 10 Decatur, LLC, 1024 6th Ave SE, Decatur, AL, (256)274-9192 355292, DODGE CITY TRAVEL CENTER, INC., 426 AL Highway 69 S, Petro Travel Plaza, Hanceville, AL, (256)615-6178 Arkansas 352020, LFO HOT SPRINGS AR, LLC, 3340 Central Ave, Hot Springs, AR, (501)609-9610 354447, LFO ARKADELPHIA AR, LLC, 2708 Pine St, Arkadelphia, AR, (870)464-1553 Arizona 300754, DESERT DONUTS ONE LLC, 5346 E 22nd St, Tucson, AZ, (520)790-5892 304990, SURJ LLC, 1655 W. Valencia Rd, Suite 101, Tucson, AZ, (520)729-1407 336977, Ram Donuts Inc, 4676 E. Grant Rd, Tucson, AZ, (520) 795-7142 337492, Ram Donuts Inc, 904 E. University Blvd, Tucson, AZ, (520) 882-7711 352280, RAMY LLC, 15980 S Rancho Sahuarita Blvd, Suite 100, Sahuarita, AZ, (520)207-4194 354293, ABDD ARIZONA LLC, 8847 E Talking Stick Way, Scottsdale, AZ, (480)291-6590 356018, ABDD ARIZONA II, LLC, 85 Lake Havasu Ave N, Lake Havasu City, AZ, (928)846-8466 356735, Finely Grounded, Inc., 211 N Estrella Pkwy, Ste 101, Goodyear, AZ, (623)455-5004 356809, ABDD ARIZONA II, LLC, 3015 N Glassford Hill Rd, Prescott Valley, AZ, (928)458-5600 356990, ABDD ARIZONA II, LLC, 1006 S Main St, Cottonwood, AZ, (928)399-7020 358670, QUALITY BRAND GROUP ARIZONA LLC, 5800 W Chandler Blvd, Chandler, AZ, (480)940-2458 California 353652, MAIN ST COFFEE COMPANY LLC, 1410 Main St, Ramona, CA, (760)789-0210 353808, SAWS, LLC, 36270 Hidden Springs Rd, Unit A, Wildomar, CA, (951)678-0669 354485, Precision Hospitality & Development, LLC, 26722 Portola Parkway, Suite A, Foothill Ranch, CA, (949)916-9288 355628, Prell Restaurant Group, LLC, 1428 S Azusa Ave, Suite C, West Covina, CA, (626)727-6272 356197, Mohammed Abid Hussain and Shanaz Hussain, 775 W State Highway 20, Upper Lake, CA, (707)275-9090 356198, Burton Restaurants, LLC, 1770 Rosecrans St, San Diego, CA, (619)900-7141 357207, Prell Restaurant Group, LLC, 1955 Durfee Ave, Suite E, South El Monte, CA, (626)444-5282 357492, Precision Hospitality & Development, LLC, 2804 Lenwood Rd, Barstow, CA, (949)629-8609 358597, Prell Restaurant Group, LLC, 410 E Washington Blvd, Los Angeles, CA, (213)741-3965 359305, TA Operating LLC, 5621 Outlets at Tejon Parkway, Tejon Ranch, CA, (661)885-3400 Colorado 353391, CCC NoCO, LLC, 2801 S College Ave, Fort Collins, CO, (970)223-5701 354041, Red Mountain Breakfast Company, LLC, 16401 E Arapahoe Rd Unit C, Aurora, CO, (303)766-3595 355169, I 84 Donuts LLC, 2766 S Broadway, Englewood, CO, (303)789-5214 355505, HARTMAN HOLDINGS, INC., 5940 Ellis St, Fort Carson, CO, (719)800-5055 357094, HARTMAN HOLDINGS, INC., 365 N Telluride St, Buckley AFB, Aurora, CO, (719)785-4823 358337, JB CS MONTROSE LLC, 1803 S Townsend Ave, Montrose, CO, (970)964-3306 358838, AVALANCHE COFFEE LLC, 700 Taughenbaugh Blvd, Rifle, CO, (970)665-9001 Connecticut 300396, D. P. T. Enterprises, Inc., 375 E Putnam Ave, Cos Cob, CT, (203)869-7454 304368, 458 Westport Avenue Norwalk, LLC, 458 Westport Ave, Norwalk, CT, (203)846-2908 310353, A.B. Corp., 141 Hebron Ave, Glastonbury, CT, (860)659-1324 330826, 196 East Avenue Norwalk, LLC, 196 East Ave, Norwalk, CT, (203)855-5348 339303, Monroe Coffee, LLC, 135 Main St, Monroe, CT, (203)268-5718 341698, Southport Donuts, Inc., 3355 Post Rd, Southport, CT, (203)319-0736 349314, New England Donuts, LLC, 450 S Main St, West Hartford, CT, (860)521-5153 District of Columbia 334714, E & P Inc., 2420 New York Ave Ne, Washington, DC, (202)526-3677 337643, Jerome And Brenda And Associates, Inc., Shirley Memorial Hwy, Pentagon, Washington, DC, (703)271-4346 337723, Jerome And Brenda And Associates, Inc., Shirley Memorial Hwy, Pentagon, Washington, DC, (703)271-4347 355099, Sodexo Operations, LLC, 50 Independence Ave SE, House of Representatives, Washington, DC, (484)201-2446 359701, DDC 8 - 406, LLC, 406 8th St SE, Washington, DC, (202)780-1160

440

Combo Current Franchisees

Delaware 339437, Dover Donut Shops, Inc., 4080 Dupont Hwy, Camden, DE, (302)698-1160 340943, Rehoboth Donut Shops, Inc., 1 Midway Shopping Ctr, Rehoboth Beach, DE, (302)645-8744 342165, Rehoboth Donut Shops, Inc., 146 Rehoboth Ave Unit #2, Rehoboth Beach, DE, (302)227-4262 346911, Rehoboth Donut Shops, Inc., 25938 John J. Williams Hwy, Bay Shore Plaza, Millsboro, DE, (302)945-8588 355320, Rehoboth Donut Shops, Inc., 33364 S Pennsylvania Ave, Bethany Beach, DE, (302)539-1454 Florida 301605, S.A.M. Donut Corp., 1317 S Federal Hwy, Boynton Beach, FL, (561)732-0088 302529, US 19 Donuts, Inc., 33240 US Highway 19 N, Palm Harbor, FL, (727)400-6884 303377, AZORES DONUTS, INC., 1401 Reid St, Palatka, FL, (386)328-2181 304057, APOLLO DONUTS LLC, 807 W Vine St, Kissimmee, FL, (407)933-2545 304448, East Bay Donuts, Inc., 3515 E Bay Dr, Largo, FL, (727)538-2828 304498, CANYON DONUTS LAKE WORTH LLC, 4644 Lake Worth Rd, Lake Worth, FL, (561)439-6661 304606, Allah's Rehmat, Inc., 1801 W Oakland Park Blvd, Oakland Park, FL, (954)485-7075 304649, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 658 Nw 103rd St, Miami, FL, 305-908-1393 304762, Jay Madi Donut Corp, 1675 S Military Trl, West Palm Beach, FL, (561)965-2563 304919, SOFL DONUTS, LLC, 825 W Hallandale Beach Blvd, Hallandale Beach, FL, (954)378-7980 304964, 66th Street Donuts, Inc., 13013 66th St, Largo, FL, (727)471-6347 310131, Indian River Donuts, Inc., 900 US Highway 1, Sebastian, FL, (772)589-0513 330007, Vista Donuts, L.L.C., 12236 S Apopka Vineland Rd, Orlando, FL, (407)778-4390 330155, SSRM 13 LLC, 1131 S Semoran Blvd, Orlando, FL, (407)737-0306 330411, SSC330411, LLC, 341 41st St, Miami Beach, FL, (305)420-5492 330930, SARA DONUTS, LLC, 7644 W Irlo Bronson Mem Hwy, Kissimmee, FL, (407)397-7060 331811, SAKS ASSOCIATES, LLC, 1110 E. Hwy 50, Clermont, FL, (352)243-9188 332258, D.O.T. Donuts & Ice Cream, Inc., 504 21st St, Vero Beach, FL, (772)778-0717 332745, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 14305 Miramar Parkway, Miramar, FL, 954-378-7986 332894, SSRM VB3 LLC, 22722 State Road 54, Lutz, FL, (813)909-8434 332988, Silver Springs Donuts, Inc., 2431 E. Silver Springs Blvd, Ocala, FL, (352)629-7895 332991, Miriam Donuts, LLC, 1935 East Osceola Pkwy, Buena Ventura Lakes, FL, (407)348-7822 336445, SSRM3, LLC, 13781 S John Young Pkwy, Orlando, FL, (407)240-3737 336447, 5150 UNIVERSITY FOODS LLC, 5150 University Blvd W, Jacksonville, FL, (904)737-7244 336448, CASSAT FOODS LLC, 741 Cassat Ave, Jacksonville, FL, (904)515-6969 336456, Tampa Road Donuts, Inc., 3720 Tampa Rd, Oldsmar, FL, (813)852-9857 336458, SSRM VB3 LLC, 18003 Highwoods Preserve Pkwy, Tampa, FL, (813)971-7547 336460, SSRM3, LLC, 3042 W Sand Lake Rd, Orlando, FL, (407)355-7213 336484, LEGACY MILLPOND QSR LLC, 7635 State Road #54, New Port Richey, FL, (727)232-2670 336538, Sunset Bay Donuts, Inc., 8714 W. Hillsborough Ave, Tampa, FL, (813)881-9894 336834, Jog Donuts, Inc., 8324 Jog Road, Boynton Beach, FL, (561)752-1840 336903, Palm Coast Parkway Donuts, LLC, 1310 Palm Coast Pkwy SW, Palm Coast, FL, (386)302-0646 336907, W MCNAB DONUTS, LLC, 7135 W Mcnab Rd, North Lauderdale, FL, (954)721-8003 336978, Cortez Donuts, Inc., 13179 Cortez Blvd Coastal Way Shopping Center, Spring Hill, FL, (352)596-1131 336979, AC Popes Island, Inc., 1719 E Silver Star Rd, Ocoee, FL, (407)523-7363 336983, SSRM4, LLC, 2900 S Kirkman Rd, Orlando, FL, (407)291-2828 337435, Sir John's Global Investment, Inc., 1601 E Sunrise Blvd, Fort Lauderdale, FL, (954)453-7800 337999, AC Management, Inc., 4325 Hillsborough Plz, Tampa, FL, (813)884-1600 338033, Jenlin, Inc., 4471 Commercial Way, Spring Hill, FL, (352)597-9010 338392, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 4660 W Hillsboro Blvd Ste 1, Coconut Creek, FL, 954-426-2699 338680, Lord Sheba Investment Group, Inc., 2321 S Univeristy Dr, Davie, FL, (954)453-7002 338746, SSRM 13 LLC, 1650 N Alafaya Trl, Orlando, FL, (407)384-9377 338993, SOUTH ORANGE FOODS LLC, 6215 S Orange Ave, Orlando, FL, (407)812-8580 339889, SSC339889, LLC, 5128 Biscayne Blvd, Miami, FL, (305)479-2695 339909, Highlands International Management, Inc., 6299 W Sunrise Blvd, Plantation, FL, (954)453-7004 339926, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 7003 Taft St, Hollywood, FL, 954-961-1999 339944, OCALA FOODS LLC, 1655 SW Highway 484, Ocala, FL, (352)245-2106 340382, Sea Ranch Donuts LLC, 4721 N. Ocean Dr, Lauderdale By The Sea, FL, (954)783-6815 340445, Gulf To Bay Donuts, Inc., 2551 Gulf To Bay Blvd, Clearwater, FL, (727)725-5020 340463, DALE MABRY DONUTS, LLC, 7004 N. Dale Mabry Hwy, Tampa, FL, (813)888-8650 340468, LEGACY HOLIDAY QSR LLC, 2409 Us Highway 19, Holiday, FL, (727)935-4237 340750, Deland Donuts, Inc., 1540 Garfield Ave, Deland, FL, (386)740-7660 340933, DUNNELLON FOODS LLC, 11325 N Williams St, Dunnellon, FL, (352)522-0535 340942, South Broad Street Donuts, Inc., 1185 S. Broad St, Brooksville, FL, (352)799-4894 341045, AC Management, Inc., 11200 East M. L. King Blvd, Suite 102, Seffner, FL, (813)315-9892 341060, Legacy Donuts West Busch, LLC, 1909 E Bearss Ave, Tampa, FL, (813)632-8744 341067, 301 DONUTS, INC., 7028 US Highway 301 S, Riverview, FL, (813)677-1083 341077, PHILLIPS HIGHWAY FOODS LLC, 7171 Phillips Highway, Jacksonville, FL, (904)296-6022 341149, Panco, LLC, 1850 W Blue Heron Blvd., Riviera Beach, FL, (561)844-6444 341150, Winter Haven Donuts, LLC, 1578 3rd Street SW, Winter Haven, FL, (863)297-9100 341157, Parkview Pointe Donuts, Inc., 950 Lumsden Rd, Brandon, FL, (813)689-3865

441

Combo Current Franchisees

341499, North Lakeland Donuts, LLC, 5614 US Highway 98 N, Lakeland, FL, (863)853-3005 341646, Legacy Donuts 6, Inc., 13510 Cypress Glenn Lane, Tampa, FL, (813)972-4481 341770, DJH Enterprises, Inc., 441 3rd Ave, New Smyrna Beach, FL, (386)426-5885 341860, RAI OPERATING INC., 4880A NW 183rd St, Miami, FL, (305)623-1115 342149, Legacy Donuts Busch LLC, 3203 E. Busch Blvd, Tampa, FL, (813)985-4750 342150, SSC342150, LLC, 2706 Lee Blvd, Lehigh Acres, FL, (239)369-0111 342321, Legacy Donuts Hillsborough LLC, 3512 E Hillsborough Ave, Tampa, FL, (813)231-4350 342882, Main Street Donuts, Inc., 1461 Main St, Dunedin, FL, (727)210-1678 342884, ANDREA DONUTS, INC., 719 Atlantic Blvd, Atlantic Beach, FL, (904)241-6603 343305, FLMS Plant City, LLC, 2307 James L. Redmond Pkwy, Plant City, FL, (813)659-1300 343508, Agapite and Cloe Donuts, Inc., 5227 Ehrlich Rd, Tampa, FL, (813)968-3100 343568, DEPE Enterprises of Inverness Inc, 599 S. Stone Way, Inverness, FL, (352)726-0109 343576, DJSFMA ENTERPRISES, INC., 631 NE 5th St, Crystal River, FL, (352)563-0199 343637, OLIVIA DONUTS, INC., 3929 Hendricks Ave, Jacksonville, FL, (904)399-8220 343733, AC Management, Inc., 3710 NW 13th St, Gainesville, FL, (352)378-8559 344481, CROSS CREEK DONUTS, LLC, 10960 B-Cross Creek, Tampa, FL, (813)388-6877 345017, AC Reed Road, Inc., 3745A Bruce B Downs Blvd @ Mystic Oaks, Wesley Chapel, FL, (813)994-5364 348740, Paleohora Enterprises, Inc., 6885 S Suncoast Blvd, Wal-Mart, Homosassa, FL, (352)621-3002 349673, SC&D Thomasville LLC, 3440 Thomasville Rd, Tallahassee, FL, (850)558-5995 349921, Beantown Partners, LLC, 4419 Southside Blvd, Jacksonville, FL, (904)997-6996 350068, KW DONUTS LLC, 3124 N Roosevelt Blvd, Key West, FL, (305)290-2459 350110, FLMS Auburndale, LLC, 501 Magnolia Ave, Auburndale, FL, (863)967-5500 350352, AC Reed Road, Inc., 612 10th St E, Palmetto, FL, (941)723-7711 350504, DELTONA DONUTS, LLC, 3140 Howland Blvd, Deltona, FL, (386)218-3812 350919, SSRM5, LLC, 2525 University Pkwy, Sarasota, FL, (941)822-8837 351146, Legacy Donuts Fowler, LLC, 5610 E Fowler Ave, Temple Terrace, FL, (813)985-8600 351383, SSRM3, LLC, 2209 N Young Blvd, Chiefland, FL, (352)493-0272 352159, SAO MIGUEL DONUTS, LLC, 717 Cypress Village Blvd, Ruskin, FL, (813)633-3003 352379, AC Russells Mills, Inc., 5259 30th St E, Bradenton, FL, (941)243-3881 352469, MATTEO DONUTS, INC., 3031 Monument Rd, Jacksonville, FL, (904)683-5522 352593, AC Russells Mills, Inc., 1412 W University Ave, Gainesville, FL, (352)727-4213 352637, MCMULLEN BOOTH DONUTS, LLC, 2451 N McMullen Booth Rd, Clearwater, FL, (727)223-5906 352643, FERNANDINA BEACH FOODS LLC, 1954 S 8th St, Fernandina Beach, FL, (904)432-7594 352886, ELIAS DONUTS LLC, 6101 Gulf Blvd, Saint Pete Beach, FL, (727)201-9713 353267, SSRM5, LLC, 6420 US 301 N, Ellenton, FL, (941)417-2857 353289, GROVELAND DONUTS LLC, 7901 SR 50, Groveland, FL, (352)429-0503 353554, CG DONUTS, LLC, 8224 Champions Gate Blvd, Davenport, FL, (321)401-4072 353620, MRMP Ventures I LLC, 9898 International Dr, Orlando, FL, (407)351-6387 353621, SSRM9, LLC, 6250 W Irlo Bronson Mem Hwy, Celebration, FL, (407)507-1509 353856, OAKLAND 18 RETAIL, INC., 3960 W Oakland Park Blvd, Lauderdale Lakes, FL, (954)859-5639 354296, SSRM VB, LLC, 2900 SW 42nd St, Wal-Mart, Gainesville, FL, (352)505-5030 354814, YULEE FOODS LLC, 463889 State Road 200, Yulee, FL, (904)491-1500 354830, 23RD STREET DONUTS, LLC, 1200 W 23rd St, Panama City, FL, (850)262-8107 354900, SSRM WEST1, LLC, 2888 W US Highway 90, Ste 101, Lake City, FL, (386)319-7903 354970, ISLAM DONUTS, LLC, 2705 Simpson Rd, Unit 119, Kissimmee, FL, (407)962-0209 355078, Niceville Donuts, LLC, 1152 John Sims Pkwy E, Niceville, FL, (850)812-5078 355380, DESTIN DONUTS, LLC, 1012 Highway 98 E, Destin, FL, (850)517-4080 355383, BAY CITY POINT DONUTS, LLC, 516 E 23rd St, Panama City, FL, (850)392-7940 355773, Gibsonton Donuts, LLC, 10608 East Bay Rd, Gibsonton, FL, (813)533-2175 355775, Nine Mile Donuts, LLC, 304 E 9 Mile Rd, Pensacola, FL, (850)262-8660 355802, Legacy West Fowler LLC, 1911-C E Fowler Ave, Tampa, FL, (813)513-8652 355807, SSRM VB1, LLC, 3302 E Bay Dr, Holmes Beach, FL, (941)242-0260 355813, 4th Street South Donuts, LLC, 1524 4th St S, Saint Petersburg, FL, (727)289-3927 355848, SSRM WEST1, LLC, 8181 NW 38th Lane, Unit #10, Gainesville, FL, (352)224-5235 355934, GULFPORT DONUTS, LLC, 5602 Gulfport Blvd S, Gulfport, FL, (727)330-3685 356321, MOBILE HIGHWAY DONUTS, LLC, 4835 Mobile Highway, Pensacola, FL, (850)672-9789 356433, DEFUNIAK SPRINGS DONUTS, LLC, 1480 US 331, DeFuniak Springs, FL, (850)672-9252 356562, 49TH STREET DONUTS, LLC, 3934 49th St N, Saint Petersburg, FL, (727)482-9689 356873, WALSINGHAM ROAD DONUTS, LLC, 13050 Walsingham Rd, Largo, FL, (727)282-2120 357112, Compass Group USA, Inc., 11300 NE 2nd Ave, Barry University, Miami Shores, FL, (305)899-7477 357159, Marianna Donuts, LLC, 2206 Florida 71, Marianna, FL, (850)600-5056 357458, Efrosini of Beverly Hills Enterprises, Inc., 3470 N Lecanto Hwy, Beverly Hills, FL, (352)249-7729 357534, Redington Beach Donuts, LLC, 17307 Gulf Blvd, Redington Village, North Redington Beach, FL, (727)471-6344 358612, PURPLE ROCK INVESTMENT COMPANY LLC, 151 S Indiana Ave, Englewood, FL, (941)212-5877 358632, Milan Patel, 9303 Jeff Fuqua Blvd, Suite 2713, Orlando, FL, (407)825-2399 358685, FH Donuts, Inc., 16645 Fishhawk Blvd, Lithia, FL, (813)381-3669 358722, ALEX JAMES DONUTS, LLC, 11046 Spring Hill Dr, Spring Hill, FL, (352)688-0628 358745, Pace Donuts, LLC, 4804 US 90 Suite 201, Pace, FL, (850)262-8227

442

Combo Current Franchisees

Georgia 302060, Macon Donuts & Coffee, Inc., 4760 Memorial Dr, Decatur, GA, (404)292-6111 302116, Candler Road Foods LLC, 2704 Candler Rd, Decatur, GA, (404)241-8226 302140, 302140 COFFEE CAFE, LLC, 2651 Cobb Pky NW, Atlanta, GA, (770)952-2009 302564, 302564 COFFEE CAFE, LLC, 3435 Peachtree Industrial Blvd, Duluth, GA, (678)206-0576 302851, Macon Donuts & Coffee, Inc., 5161 Highway 78, Stone Mountain, GA, (678)344-9920 304785, 304785 COFFEE CAFE, LLC, 2765 Sandy Plains Rd, Marietta, GA, (770)977-2722 307475, LRB, INC., 121 Tom Hill Sr Blvd, Macon, GA, (478)475-0770 307688, South Marietta Donuts Holdings, LLC, 670 S Marietta Pkwy, Marietta, GA, (770)423-5947 307881, Golden Donuts, LLC, 3725 Club Dr, Duluth, GA, (770)564-2783 308655, 308655 COFFEE CAFE, LLC, 2885 Canton Hwy, Marietta, GA, (770)422-3375 310095, RIS VIS, INC., 2475 Dallas Hwy SW, Marietta, GA, (770)792-6677 330524, Golden Donuts, LLC, 5558 Peachtree Industrial Blvd, Chamblee, GA, (770)454-1574 330803, Salem Road Foods LLC, 2280 Salem Rd SE Ste 100, Conyers, GA, (770)761-9711 331009, Exit 14 Donuts Holdings, LLC, 1165 Buford Hwy, Cumming, GA, (770)781-5805 332011, Golden Donuts, LLC, 4450K Nelson Blogden Blvd, Sugar Hill, GA, (770)271-4200 332138, APS Investments, Inc., 3024 Washington Rd, Augusta, GA, (706)731-9697 334708, Macon Donuts & Coffee, Inc., 5075 Peachtree Pkwy Suite 201, Norcross, GA, (678)966-0909 335411, Golden Donuts, LLC, 3935 Lawrenceville Hwy, Lilburn, GA, (770)921-8669 336181, Awale Investments, Inc., 875 Towne Lake Parkway Ste D, Woodstock, GA, (770)928-2582 336381, 336381 COFFEE CAFE, LLC, 741 Townpark Ln NW, Kennesaw, GA, (678)355-5518 336382, APS Investments, Inc., 4366 Washington Rd, Evans, GA, (706)364-1843 336991, Lake City Foods LLC, 5663 Jonesboro Rd, Lake City, GA, (770)961-4701 336992, Awale Investments, Inc., 9755 Hwy 92, Woodstock, GA, (770)926-7770 338629, Waheguru-Jatt LLC, 4152 Atlanta Hwy, Loganville, GA, (470)359-5920 340398, BC 1800 EW, LLC., 1800 N Expressway, Griffin, GA, (770)467-9534 340542, L&B Operating, Inc., 3111 Watson Blvd, Warner Robins, GA, (478)953-1333 344447, Highway 20 Foods LLC, 1890 Highway 20 SE, Conyers, GA, (770)922-8888 346411, Veterans Foods LLC, 1523 Veterans Pkwy Suite A, Columbus, GA, (706)257-0305 347710, 347710 COFFEE CAFE, LLC, 7087 Highway 85, Riverdale, GA, (770)909-0011 349085, RDM Torras Causeway-GA, LLC, 41 Torras Ave, Brunswick, GA, (912)267-1070 349658, RDM Altama-GA LLC, 4435 Altama Ave, Brunswick, GA, (912)289-8010 349838, RDM Kingsland-GA, LLC, 1317 E King Ave, Kingsland, GA, (912)576-8180 349915, RDM TALLY 2, LLC, 2701 E Pinetree Blvd, Thomasville, GA, (229)226-0066 350168, Oconee County Doughboys, LLC, 2081 Hog Mountain Rd, Watkinsville, GA, (706)769-8363 350179, RDM Waycross-GA LLC, 2403 Plant Ave, Waycross, GA, (912)285-4125 350432, 350432 COFFEE CAFE, LLC, 682 Boulevard NE, Atlanta, GA, (404)810-0010 350708, RDM TALLY 3, LLC, 3201 Macon Rd, Columbus, GA, (706)984-8209 350737, Oconee County Doughboys, LLC, 1045 Gaines School Rd Ste A, Athens, GA, (706)353-7166 350788, 350788 COFFEE CAFE, LLC, 4760 Jonesboro Rd, Union City, GA, (770)969-9181 351077, RDM Exit 29-GA LLC, 110 Dungeness Dr Shell, Brunswick, GA, (912)267-9995 351323, 351323 COFFEE CAFE, LLC, 1942 Atkinson Rd Ste 900, Lawrenceville, GA, (770)339-0011 351651, Second Cuppa Coffee Inc, 1966 N Columbia St Suite 12, Milledgeville, GA, (478)453-3330 352036, BC 11286 TB, LLC., 11286 Tara Blvd, Hampton, GA, (770)472-9906 352613, 352613 Coffee Cafe, LLC, 4092 Lawrenceville Hwy, Tucker, GA, (470)268-5236 352698, BC 2ABR LLC, 12 Bailey Station Dr, Sharpsburg, GA, (770)253-0022 353820, Hamilton Mill Donuts Holdings, LLC, 2710 Hamilton Mill Rd, Buford, GA, (678)546-0229 354030, 354030 Coffee Cafe, LLC, 5870 Cumming Highway, Sugar Hill, GA, (770)271-1414 354533, THIRD CUPPA COFFEE INC., 5470 Bethelview Rd, Cumming, GA, (470)839-2730 354631, Dublin Donuts LLC, 1949 Veterans Blvd, Dublin, GA, (478)353-1364 355015, 355015 Coffee Cafe, LLC, 6092 Covington Hwy, Decatur, GA, (678)418-2974 355335, 355335 Coffee Cafe, LLC, 2630 Old Winder Highway, Braselton, GA, (678)960-4056 355726, West Georgia Cafe, Inc., 135 Commerce Dr, Villa Rica, GA, (770)459-3113 356161, 356161 GEORGIA DONUTS, LLC, 751 Whitlock Ave SW, Marietta, GA, (770)575-4107 356594, Hemani Group Development LLC, 212 S Main St, Cleveland, GA, (706)865-2072 357150, 357150 Coffee Cafe, LLC, 1800 Eatonton Rd, Madison, GA, (706)847-4205 358224, 358224 GEORGIA DONUTS, LLC, 110 Banks Crossing Dr, Commerce, GA, (770)544-8926 358682, 358682 Coffee Cafe, LLC, 1270 Spring St NW, Atlanta, GA, (770)278-9328 359151, 359151 Coffee Cafe 1, LLC, 2230 Marietta Blvd NW, Atlanta, GA, (770)544-7382 359376, Windermere Donuts Holdings, LLC, 3065 Old Atlanta Rd, Cumming, GA, (770)887-4416 359606, 359606 Coffee Cafe, LLC, 881 Peachtree St NE, Atlanta, GA, (404)810-1393 360623, SKS Ice Cream, Inc., 606 Fair Rd, Statesboro, GA, (912)681-1227 362271, Highway 278 Foods LLC, 3153 Highway 278 NE, Newton Plaza, Covington, GA, (678)342-6888 Iowa 348159, United 5 Point Corp., 1724 W Locust St, Davenport, IA, (563)322-8722 Illinois 300561, Unique Group, Inc., 6601 Cermak Rd, Berwyn, IL, (708)749-0906

443

Combo Current Franchisees

300566, Royal Food, Inc., 1743 W. Lawrence Ave, Chicago, IL, (773)334-0554 300567, Hanuman Inc., 850 Elmhurst Rd, Des Plaines, IL, (847)981-9022 300606, Royal Corporation, 7020 Ogden Ave, Berwyn, IL, (708)795-5444 300676, Sarika, Inc., 2323 W. 127th St, Blue Island, IL, (708)371-8558 300682, Karam Foods, Inc., 1755 W Addison St, Chicago, IL, (773)248-4777 300700, Jay Chehar Corporation, 1604 N Bridge St, Yorkville, IL, (630)553-2030 300729, A. J. PATEL FOOD SERVICE, INC., 3132 W Devon Ave, Chicago, IL, (773)262-4561 300734, CALUMET TWO, INC., 664 River Oaks Dr, Calumet City, IL, (708)968-1304 300928, Worth 1, Inc., 6707 W 111th St, Worth, IL, (708)671-1870 300938, Purohit Brothers Inc., 7171 W Irving Park Rd, Chicago, IL, (773)286-1668 301000, Unique Group, Inc., 5600 W 16th St, Cicero, IL, (708)780-9330 301124, Gul Foods, Inc., 4045 W Lawrence Ave, Chicago, IL, (773)427-9777 301316, Vishal, Inc., 5000 W. Irving Park Rd, Chicago, IL, (773)545-0515 301361, Anusha International, Inc., 1010 E Rand Rd, Arlington Heights, IL, (847)577-0506 301476, Schaumburg Donuts, Inc., 893 E. Schaumburg Rd, Schaumburg, IL, (847)584-2562 301479, MUNDELEIN LAKE ST COFFEE INC., 346 N Lake St, Mundelein, IL, (847)949-4411 301481, 183 Donuts, Inc., 2353 183rd St, Homewood, IL, (708)365-4422 301626, SHREE CICERO INC., 2337 N Cicero Ave, Chicago, IL, (773)237-1300 301852, Unique Group, Inc., 19 W 63rd St, Westmont, IL, (630)271-8261 301863, 2nd Gen - Oakbrook Terrace Inc., 17521 Roosevelt Rd, Oakbrook Terrace, IL, (630)629-9026 301944, Shimurima, Inc., 3101 W Irving Park Rd, Chicago, IL, (773)583-4048 302147, Suresh, Inc., 108 S Northwest Hwy, Barrington, IL, (847)381-3808 302435, Doloma, Inc., 3225 Chicago Rd, Chicago Heights, IL, (708)754-9774 302513, Territorial Corporation, 3039 N. Central Ave, Chicago, IL, (773)777-4773 302581, Mariyam II, Inc., 1724 N Plainfield Rd, Crest Hill, IL, (815)741-4511 302689, Satelite Inc., 2801 S Kedzie Ave, Chicago, IL, (773)847-5930 302945, BELVIDERE COFFEE INC., 2900 Belvidere Rd, Waukegan, IL, (847)336-2266 302946, B.N.K., Inc., 330 S. Neltnor Blvd, West Chicago, IL, (630)231-5640 303383, Naaz Foods, Inc., 6250 N Clark St, Chicago, IL, (773)338-2700 303395, Rozenan, Inc., 936 N York Rd, Elmhurst, IL, (630)530-9292 303400, Express Donuts, Inc., 4525 N Sterling Ave, Peoria, IL, (309)682-0272 304027, Jay Varai, Inc., 20 S Larkin Ave, Joliet, IL, (815)730-3777 304500, ORLAND PARK FOODS LLC, 14461 S La Grange Rd, Orland Park, IL, (708)460-3088 304536, V RUN BELLWOOD, INC., 502 Mannheim Rd, Bellwood, IL, (708)401-5601 304551, RMN Corp., 3000 N Ashland Ave, Chicago, IL, (773)929-6669 304563, Karim, Inc. #2, 5150 Touhy Ave, Skokie, IL, (847)982-0000 304641, Dejurs Belmont Corporation, 3801 W. Belmont Ave, Chicago, IL, (773)539-1125 304662, NRN 43 Ashland Inc., 4302 S Ashland Ave, Chicago, IL, (773)847-3337 304777, De Jurs Enterprises, Inc., 3310 W Addison St, Chicago, IL, (773)539-8114 304851, NRN 69 Pulaski Inc., 6925 S. Pulaski Rd, Chicago, IL, (773)585-5999 304907, Shree Jalaram Grand Inc., 7201 W Grand Ave, Elmwood Park, IL, (708)452-0145 304908, SHREEJI ASSOCIATES INC., 6100 S. Western Ave, Chicago, IL, (773)776-3421 304935, Deluxe Foods Inc., 6342 N Milwaukee Ave, Chicago, IL, (773)763-7181 304950, Gold, Inc., 3910 S Archer Ave, Chicago, IL, (773)523-3646 304977, Bhallas, Inc., 912 Winston Plaza, Melrose Park, IL, (708)344-6807 306011, Fayyaz Enterprises Inc., 1750 Milwaukee Ave, Glenview, IL, (847)390-0277 306016, RIYA GROUP CORP., 12807 S Harlem Ave, Palos Heights, IL, (708)448-3676 306021, Platinum Coffee, Inc., 6254 N Western Ave, Chicago, IL, (773)274-0094 306048, HIGHLAND PARK BREWS, INC., 1990 Skokie Valley Rd, Highland Park, IL, (847)432-9177 306062, NRN I, Inc., 4701 S Kedzie Avenue, Chicago, IL, Not available 306178, Kardo 4, Inc., 2658 Green Bay Rd, Evanston, IL, (847)869-6667 306424, CHEHAR, CORP., 1255 N Farnsworth Ave, Aurora, IL, (630)898-7000 306437, VERNON HILLS COFFEE INC., 700 N Milwaukee Ave, Vernon Hills, IL, (847)362-4224 306451, Samorma, Inc., 3937 Sauk Trl, Richton Park, IL, (708)481-8080 306474, Melrose Park Donut, Inc., 2033 N. Mannheim Rd, Melrose Park, IL, (708)344-1390 306625, CICERO 22ND DONUTS LLC, 2147 S Cicero Ave, Cicero, IL, (708)656-2090 306690, NORTH CHICAGO COFFEE INC., 2829 22nd St, North Chicago, IL, (847)689-0054 306753, Amrit, Inc., 5200 N Lincoln Ave, Chicago, IL, (773)784-5070 306987, RS NILES INC., 7525 N Harlem Ave, Niles, IL, (847)647-6998 307271, A. Jay Bajrang, Inc., 485 South Rand Rd, Lake Zurich, IL, (847)540-7776 307504, Dhara I Corporation, 3481 S. Dr Martin L King Jr Dr, Chicago, IL, (312)949-1111 307724, Veterans Square Donuts, Inc., 4867 N Milwaukee Ave, Chicago, IL, (773)202-0988 307992, Gold Coast Foods, Inc., 31 E Adams St, Chicago, IL, (312)922-7000 308139, Shimurima, Inc., 1244 N Ashland Ave, Chicago, IL, (773)227-0890 308162, Shree Dutt Belmont Inc., 8257 W. Belmont Ave, River Grove, IL, (708)453-7944 308336, Hoffman Donuts, Inc., 1165 N Barrington Rd, Hoffman Estates, IL, (847)490-3540 308537, Bartlett Donuts, Inc., 751 S Route #59, Bartlett, IL, (630)213-2340 310168, 105 Dundee Corporation, 105 W. Dundee Rd, Arlington Heights, IL, (847)342-0406 310222, Radhe Krishna, Inc., 263 S Randall Rd, Elgin, IL, (847)622-0100

444

Combo Current Franchisees

310285, Central Foods, Inc., 1231 S Wabash Ave, Chicago, IL, (312)765-9952 310404, Godly Inc., 9400 Joliet Rd, Hodgkins, IL, (708)387-7108 330136, Dunning Donuts, Inc., 6408 W. Irving Park Rd, Chicago, IL, (773)545-9875 330257, Aga Donuts, Inc., 1441 W Montrose Ave, Chicago, IL, (773)348-4888 330329, RMN Corp., 3910 W Touhy Ave, Lincolnwood, IL, (847)677-3400 330663, RIDGELAND DONUTS, INC., 8723 Ridgeland Ave, Oak Lawn, IL, (708)598-7510 331015, Jasmine Inc., 516 W. Irving Park Rd, Wood Dale, IL, (630)521-1122 331730, Narima, Inc., 3350 Kirchoff Rd., Rolling Meadows, IL, (847)818-9675 331731, Shree Pandya Inc., 95 Clock Tower Plz, Elgin, IL, (847)289-9500 331816, CHICAGO ANILA DONUTS, INC., 3427 W Diversey Ave, Chicago, IL, (773)252-5600 331837, SOUTH HOLLAND TWO, INC., 460 E. 162nd St, South Holland, IL, (708)968-1214 332397, Western Irving Food Corp., 4010 N. Western Ave., Chicago, IL, (773)604-4433 332479, Purodar Inc., 5650 W Fullerton Ave, Chicago, IL, (773)385-6564 332969, A&K Donuts, Inc., 20551 S Lagrange Rd, Frankfort, IL, (815)469-3303 335426, Romeoville Donuts, Inc., 649 N Independence Blvd, Romeoville, IL, (815)293-2894 335722, Oaklawn Inc., 10801 S. Cicero Ave, Oak Lawn, IL, (708)952-1080 336005, Shree Shiv Shakti, Inc., 5959 Diversey Ave, Chicago, IL, (773)745-0731 336088, SURAMBALA CORP., 5615 S Harlem Ave, Chicago, IL, (773)586-6460 336172, Zuri, Inc., 7578 N Western Ave, Chicago, IL, (773)274-7800 336346, New Praveg, Inc., 1991 Brookdale Rd, Naperville, IL, (630)848-0030 336427, Jay Maruti #3 Corporation, 407 S. Lincolnway, North Aurora, IL, (630)906-4040 336486, OM SHREE KESHAV INC., 515 S. Neil St, Champaign, IL, (217)359-7005 336488, 3 RD Inc., 17733 Torrence Ave, Lansing, IL, (708)418-8701 336489, Oak & Olympia Donut, Inc., 5159 159th St, Oak Forest, IL, (708)687-0269 336492, Royal Corporation, 6820 W. Roosevelt, Oak Park, IL, (708)386-3322 336501, H & K Donut Corporation, 506 W North Ave, Elmhurst, IL, (630)279-1933 336502, Samir & Sunena, Inc., 1730 N. State St, Elgin, IL, (847)531-8700 336528, Hanuman Inc., 1001 S Busse Rd, Mount Prospect, IL, (847)690-0650 336529, Karim No. 3, Inc., 7039 W Dempster St, Niles, IL, (847)965-2100 336533, P K & G Investors Inc., 33 E Lake St, Addison, IL, (630)279-7125 336579, Shree Ashok Inc., 812 E Chicago St, Elgin, IL, (847)841-7411 336600, Roosevelt Eatery, LLC, 1651 W Roosevelt Rd, Chicago, IL, (312)563-1377 336650, Matru Krupa, Inc., 10131 W Grand Ave, Franklin Park, IL, (847)288-9261 336651, Arihantenam Corp., 477 West Golf Rd, Schaumburg, IL, (847)839-0500 336656, Devlata Investors Inc., 1750 West Lake St, Addison, IL, (630)773-9890 336659, Orland-Hommer Donut Inc., 8940 W 159th St, Orland Park, IL, (708)590-6770 336665, RKR Dreams, Inc., 3011 Plainfield Rd, Joliet, IL, (815)609-5870 336692, Palatine Coffee Inc., 801 East Dundee Rd, Palatine, IL, (847)359-6599 336741, Diya, Inc., 8753 S Stony Island Ave, Chicago, IL, (773)375-2426 336742, Peoria Bloomington Donuts, Inc., 2306 East Oakland Ave, Bloomington, IL, (309)662-2622 336862, Barrington Donuts Inc., 7450 Barrington Rd, Hanover Park, IL, (630)540-1740 336941, Lisle Two, Inc., 819 Ogden Ave, Lisle, IL, (630)515-9430 336980, DEERFIELD BREWS, INC., 499 Lake Cook Rd, Deerfield, IL, (847)272-6100 336988, Five Star Brothers Inc, 1136 E. Sibley Blvd, Dolton, IL, (708)849-3991 337106, GURNEE COFFEE INC., 5414 Grand Ave, Gurnee, IL, (847)249-9200 337125, Chami, Inc., 3011 W. 159th St, Markham, IL, (708)596-4244 337268, New Prakash, Inc., 1237 N Eola Rd, Aurora, IL, (630)375-0991 337399, SHAUN ASSOCIATES INC., 2477 S Archer Ave, Chicago, IL, (312)225-3211 337460, Jay Maruti Corporation, 185 W. North Ave, West Chicago, IL, (630)562-9001 337556, EAST ZION COFFEE INC., 2101 Sheridan Rd, Zion, IL, (847)872-2700 337587, Purohit Brothers Inc., 5050 N Cicero Ave, Chicago, IL, (773)481-1488 337637, Jaffer Khowaja, 2270 Randall Rd, Carpentersville, IL, (847)844-3938 337720, Thomas Management Associates, Inc., 3977 W Columbus Ave, Chicago, IL, (773)581-6530 337724, McHenry Donuts, Inc., 4502 W Elm St, Mchenry, IL, (815)363-1974 337732, SHREE MT PROSPECT INC., 820 E Rand Rd, Mount Prospect, IL, (847)394-8654 338026, Kardo 2, Inc., 1900 Dempster St, Evanston, IL, (847)869-3600 338152, National Foods, Inc., 3946 W Devon Ave, Lincolnwood, IL, (847)677-7077 338463, Sanderimata, Inc., 7501 W Cermak Rd, North Riverside Mall, North Riverside, IL, (708)447-9023 338604, OM Shree Neelkanth, Inc., 13313 S State Route 59, Plainfield, IL, (815)609-1940 338694, Mokena Donuts Inc, 11212 W Lincoln Hwy, Mokena, IL, (815)806-8270 338740, OM Shreeji, Inc., 955 Brook Forest Ave, Shorewood, IL, (815)609-5570 338747, Nilesh, Inc., 469 W Liberty St, Wauconda, IL, (847)487-6880 338802, Crystal Foods Inc., 200 E Ohio St Ste 1, Chicago, IL, (312)787-9055 338969, Janki & Mamta Corp., 5443 W 127th St, Crestwood, IL, (708)396-9701 339071, Nasa One, Inc., 8049 S Harlem Ave, Burbank, IL, (708)430-4791 339233, 15060 SOUTH BELL DONUTS, INC., 14135 S Bell Rd, Homer Glen, IL, (708)301-9588 339235, OM SHRI SAI INC., 404 W University Ave, Urbana, IL, (217)328-3513 339425, Harvey Donuts, Inc., 16242 S Halsted, Harvey, IL, (708)331-5801 339462, Orland Park Donuts, Inc., 11309 W 143rd St, Orland Park, IL, (708)364-7150

445

Combo Current Franchisees

339524, Country Club Donuts, Inc., 4021 W 183rd St, Country Club Hills, IL, (708)206-1606 339721, KATE & MAJ INC., 6001 West Addison Ave, Chicago, IL, (773)202-1915 339728, Moonstone Foods Enterprises, LLC, 600 S. Wabash Ave, Chicago, IL, (312)786-9750 339870, JJL Inc., 12090 Princeton Dr, Huntley, IL, (847)669-9495 339911, Yasa Inc., 75 E. Washington St., Chicago, IL, (312)223-0306 340173, Shree Dutt, Inc., 2640 N Narragansett Ave, Chicago, IL, (773)622-7591 340344, North Riverside Donuts, Inc., 8360 W Cermak Ave, North Riverside, IL, (708)447-9201 340378, Jay Maa, Inc., 34484 N US Highway 45, Third Lake, IL, (847)223-5353 340379, Chung Jin Corp., 4821 N. Kedzie Ave, Chicago, IL, (773)463-2691 340391, K.M. Coffee Inc., 335 S. Eastwood Dr, Woodstock, IL, (815)338-9499 340404, Sodagar Business, Inc., 2247 N. Milwaukee Ave, Chicago, IL, (773)235-1365 340505, Padma, Inc., 3252 Vollmer Rd, Olympia Fields, IL, (708)679-1550 340507, Prospect Heights Donuts, Inc., 1204 S. Milwaukee Ave, Prospect Heights, IL, (847)215-2211 340608, Oak-Elm Donuts, Inc., 782 W Oakton, Des Plaines, IL, (847)290-0752 340620, J & SP Food Inc., 510 Auburn Drive Unit A, Island Lake, IL, (847)487-9458 340842, Alsip Donuts, Inc., 12150 S. Cicero Ave, Alsip, IL, (708)824-9744 340873, Kokila Corporation, 7905 S Cicero, Chicago, IL, (773)585-2432 341237, Grand Donuts, Inc., 5050 W Grand Ave, Chicago, IL, (773)622-3373 341285, SHREE SHIV INC., 4644 W Diversey, Chicago, IL, (773)202-1940 341408, Suprino Inc., 122 S Arlington Heights Rd, Arlington Heights, IL, (847)483-9820 341432, MUNDELEIN RT 83 COFFEE INC., 722 S. Rt. 83, Mundelein, IL, (847)566-6500 341527, New Lenox Donuts Inc, 970 Laraway Rd, New Lenox, IL, (815)485-8270 341737, Arnav International, Inc., 2106 S Arlington Heights Rd, Arlington Heights, IL, (847)758-0001 341761, Joliet Donuts, Inc., 2959 W Jefferson St, Joliet, IL, (815)729-1940 341762, Oak Forest Donuts, Inc., 4152 W 167th St, Oak Forest, IL, (708)331-9610 341778, Des Plaines Donuts, Inc., 1552 Rand Rd, Des Plaines, IL, (847)635-3342 341993, DHRUVI ASSOCIATES INC., 3210 W. 87th St, Chicago, IL, (773)776-2263 342011, Shikhar Enterprises, Inc., 2380 South Eola Rd, Suite 100, Aurora, IL, (630)820-1869 342052, MANISHA INC., 817 E Belvidere Rd, Grayslake, IL, (847)543-7366 342164, Sodagar Business, Inc., 901 W Washington Blvd, Chicago, IL, (312)850-3450 342193, LEMONT FOODS LLC, 12371 Derby Ln, Lemont, IL, (630)243-9613 342243, PG & VE, Inc., 148 W North Ave, Northlake, IL, (708)531-9006 342310, Chehar #9 Corporation, 1580 West Ogden Ave, Suite 100, Naperville, IL, (630)355-7361 342335, Nagle Donuts Inc., 5205 N Nagle Avenue, Chicago, IL, (773)763-7160 342436, Worth 2, Inc., 10340 S Harlem Ave, Palos Hills, IL, (708)907-3622 342442, Matru Krupa 2, Inc., 4740 N River Road, Schiller Park, IL, (847)671-9588 342488, SHAN-ZEE'S INVESTMENT GROUP LLC, 210 Peterson Rd Grand Plaza, Libertyville, IL, (847)680-8008 342523, Vinayak Donuts, Inc., 9800 S Western Ave, Evergreen Park, IL, (708)424-6666 342731, 1600 Donut, Inc., 1600 N. Knoxville Ave, Peoria, IL, (309)688-2021 342748, 4851 Belmont Donut Inc., 4851 W Belmont Ave, Chicago, IL, (773)777-7589 342780, Chakru Inc., 18700 S Wolf Rd, Mokena, IL, (708)479-6363 343082, SHREE BKR, INC., 5707 W North Ave, Chicago, IL, (773)622-5360 343084, Hickory Hills Donuts, Inc., 7847 W. 95th St, Hickory Hills, IL, (708)599-6500 343093, Peterson Foods, Inc., 3401 W. Peterson Ave, Chicago, IL, (773)267-6777 343169, De Jurs Enterprises, Inc., 3347 W. North Ave, Chicago, IL, (773)486-7974 343190, Minooka Donuts Inc, 106 N. Ridge Rd, Minooka, IL, (815)521-2911 343263, WC DONUTS AND COFFEE LLC, 110 W Roosevelt Rd, West Chicago, IL, (630)293-9054 343456, DEJURAS LARAMIE GROUP CORP., 782 N Laramie Ave, Chicago, IL, (773)626-2343 343774, Broadview Donuts, Inc., 1940 Roosevelt Rd, Broadview, IL, (708)681-2420 343864, NRN 59 Kedzie, Inc., 5931 S. Kedzie Ave, Chicago, IL, (773)776-5900 344036, Shacha Inc., 7086 W. 183rd St, Tinley Park, IL, (708)444-0800 344408, God Shiva Inc., 8007 Ogden Ave, Lyons, IL, (708)442-8414 344422, HARI DONUTS BATAVIA, INC., 2002 W Wilson St, Batavia, IL, (630)406-9170 344504, Star Coffee of Crystal Lake, LLC, 4817 Northwest Hwy, Crystal Lake, IL, (815)477-4817 345349, HG FOSTER LLC, 5130 N Broadway St, Chicago, IL, (773)878-4623 345698, Shree Radhakrishna Inc., 7660 W Madison St, Forest Park, IL, (708)488-9488 345798, GRAND AVE COFFEE INC., 1609 Grand Ave, Waukegan, IL, (847)596-5750 346737, Canal Foods, Inc., 500 W. Roosevelt Rd Suite 7, Chicago, IL, (312)765-0199 347231, Gunatit, Inc., 9100 S Commercial Ave, Chicago, IL, (773)221-3991 347245, Mukhiji Inc., 892 S Main Street, East Dundee, IL, (847)401-1718 347869, Shree Madison Donuts, Inc., 217 W Madison St, Oak Park, IL, (708)660-9379 348766, Success In Sweet, Inc., 119 Yorktown Ctr, Lombard, IL, (630)620-9345 349441, HYDEPARK TWO INC., 1418 E 53rd St Ste 5, Chicago, IL, (773)288-5719 349945, Karim Inc #6, 1410 Waukegan Rd Suite 180, Glenview, IL, (847)724-3200 350036, STL Donuts - Fairview Heights Inc., 6008 N Illinois St, Fairview Heights, IL, (618)622-2505 350101, Shimurima, Inc., 1651 N Western Ave, Chicago, IL, (773)697-8582 350197, EVA I INC, 448 E 87th St, Chicago, IL, (773)846-8400 350881, HARLEM DONUTS, INC., 5401 N Harlem Ave, Chicago, IL, (708)831-4209 350908, SOUTHSIDE MANAGEMENT INC., 1749 W 87th St, Chicago, IL, (773)233-8877

446

Combo Current Franchisees

351253, 2ND GEN - GLEN ELLYN INC., 651 Roosevelt Rd, Glen Ellyn, IL, (630)474-0463 351268, Zuri, Inc., 7553 N Paulina St, Chicago, IL, (773)274-0204 351290, HARI DONUTS DEKALB, INC., 1101 W Lincoln Hwy, DeKalb, IL, (815)901-0484 351403, DMM 103RD KING, LLC, 350 E 103rd St, Chicago, IL, (773)468-1407 351459, IZA INC., 200 E Randolph St, Ste LL16, Chicago, IL, (312)233-3333 351650, AMIKRU, INC., 9500 179th St, Tinley Park, IL, (708)429-9600 352059, Shivam Donuts, Inc., 702 S Washington St, Naperville, IL, (331)472-4495 352190, Karim #9, Inc., 742 W Higgins Rd, Units 7 & 8, Park Ridge, IL, (847)823-4300 352209, Lake Park Two, Inc., 1400 E 47th St Unit B, Chicago, IL, (773)571-4867 352355, Karim #11, Inc., 4445 Golf Rd, Skokie, IL, (847)675-7800 352463, DMM 115TH, LLC, 11525 S Halsted St, Chicago, IL, (773)726-2538 352499, ASHA DONUTS, INC., 2057 Lincoln Highway, Saint Charles, IL, (630)444-0828 352619, Naperville Donuts, Inc., 2880 95th St, Naperville, IL, (630)922-4432 353202, 2ND GEN - BIESTERFIELD INC., 50 Biesterfield Rd, Elk Grove Village, IL, (847)437-1004 353215, PEORIA KNOXVILLE DONUTS, INC., 8209 N Knoxville Ave, Peoria, IL, (309)643-1779 353588, HARI DONUTS MAIN STREET, INC., 2701 E Main St Unit 102, Saint Charles, IL, (331)901-5116 353655, Westmont Donut, Inc., 121 W Ogden Ave, Westmont, IL, (630)395-9698 354633, ARMY TRAIL DONUTS, INC., 2130 Bloomingdale Rd, Glendale Heights, IL, (847)648-4941 354795, Rock Fall Donuts Two, Inc., 1800 1st Ave, Rock Falls, IL, (815)213-4418 355127, DIYA TORRENCE, LLC, 10351 S Torrence Ave, Chicago, IL, (773)633-1557 355623, Morton Donuts, Inc., 120 W Ashland St, Morton, IL, (309)263-4635 355784, ROLLING MEADOWS DONUTS, INC., 1921 W Algonquin Rd, Rolling Meadows, IL, (847)670-0440 355993, SREC - BRIDGEVIEW INC., 7949 W 79th St, Bridgeview, IL, (708)458-2143 356396, CANTON DONUTS LLC, 59 W Locust St, Canton, IL, (309)357-5198 356417, Quincy Donuts Incorporated, 2602 Broadway St, Quincy, IL, (217)214-3865 356491, Dundee Coffee Inc., 1169 Dundee Ave, Elgin, IL, (630)206-3936 356796, MACOMB DONUTS, INC., 820 W Jackson St, Macomb, IL, (309)421-0337 357025, Cafe Brew Inc., 6920 Mannheim Rd, Allstate Arena, Rosemont, IL, (847)571-5368 357224, DIYA 75TH KING, LLC, 7450 S. Martin Luther King Dr., Chicago, IL, Not available 357392, East Peoria Donuts Incorporated, 303 S Main St, East Peoria, IL, (309)966-3007 357815, STREATOR TWO DONUTS INC., 2377 North Bloomington St Suite B, Streator, IL, (815)822-6080 357948, Peoria Grand Prairie, Inc., 5207 W War Memorial Dr, Peoria, IL, (309)731-4914 358434, SUCCESS IN SWEET TOO, INC., 9680 S Ridgeland Ave, Chicago Ridge, IL, (630)841-4406 358732, DIYA STONY LLC, 7013 S Stony Island Ave, Chicago, IL, (773)633-0849 359561, Diversey D.B.T., Inc., 2706 N Halsted St, Chicago, IL, Not available 361540, Indo-America Ice Cream Inc., 192 Fox Valley Ctr/B.T.Q 18, Aurora, IL, (630)898-6606 Indiana 300415, Indianapolis Donut, Inc., 1531 Indianapolis Blvd, Whiting, IN, (219)659-0232 301633, VCAL Donuts, Inc., 3310 Calumet Ave, Valparaiso, IN, (219)465-0440 301635, Griffith Donut, Inc., 6060 W Ridge Rd, Gary, IN, (219)972-3942 301651, Broadway Donut Inc., 5775 S Broadway, Merrillville, IN, (219)887-4710 304650, Urat, Inc., 9228 Indianapolis Blvd, Highland, IN, (219)838-2350 307466, Valpo30 Donuts, Inc., 1651 Morthland Dr, Valparaiso, IN, (219)531-6363 310448, Northwest Indiana Donuts, Inc., 4614 Calumet Ave, Hammond, IN, (219)931-5060 336487, Aumshiv, Inc., 1695 U.S. Route 41, Schererville, IN, (219)865-5102 336490, Priya, Inc., 1126 N. Main St, Crown Point, IN, (219)661-9441 336784, Hobart Donuts, Inc., 1621 East 37th Ave, Hobart, IN, (219)947-7670 339070, Shree Balagi, Inc., 9405 Wicker Ave, Saint John, IN, (219)365-1230 339087, Sweet Treats, Inc., 1371 Joliet St, Dyer, IN, (219)322-6699 339793, Krisna, Inc., 7306 Calumet Ave, Hammond, IN, (219)933-0853 339801, Krishna Aum Shiv Incorporated, 2050 W. 81st Ave, Merrillville, IN, (219)736-6800 339980, JEFFERSON ROAD DONUTS INC, 6747 Jefferson Blvd, Fort Wayne, IN, (260)432-8291 341449, Balagi, Inc., 8235 Calumet Ave, Munster, IN, (219)836-8525 345683, Route 6 Donuts, Inc., 6550 U.S. Highway 6, Portage, IN, (219)763-4400 346517, Michigan City Donuts, Inc., 5234 Franklin St, Michigan City, IN, (219)879-2922 354825, BOUCHER INC., 7410 Kennedy Ave, Hammond, IN, (219)803-6461 357273, MARUTI DONUTS 1 INC, 3960 N 1st Ave, Evansville, IN, (812)550-1500 359688, BLOOMINGTON DONUTS INC., 300 S College Mall Rd, Bloomington, IN, (812)822-0951 Kentucky 306066, Covet LLC, 2410 High St, Covington, KY, (859)331-4202 342756, Epicure, LLC, 8509 US Route 42, Florence, KY, (859)746-1999 355956, Wild Buck Donuts 2, LLC, 1653 Highway 192 W, London, KY, (606)260-8475 358226, CBG HOPKINSVILLE LLC, 2525 Fort Campbell Blvd, Hopkinsville, KY, (270)632-1071 358772, HARTMAN HOLDINGS, INC., 2013 Eisenhower Ave - Mini Mall in Exchange Building, Fort Knox, KY, Not available Louisiana 351729, SRI SAI DONUTS, L.L.C., 4300 Veterans Memorial Blvd, Metairie, LA, (504)252-9565

447

Combo Current Franchisees

357915, SWLA DELIGHTS, L.L.C., 228 S Cities Service Highway Suite B, Sulphur, LA, (337)287-4366 357916, SWLA DELIGHTS, L.L.C., 4301 Nelson Rd, Lake Charles, LA, (337)564-6309 Massachusetts 301868, Norfolk Donuts, Inc., 134 Main St, Norfolk, MA, (508)528-8853 337973, Allco II, Inc., 10 Woburn St, Lexington, MA, (781)652-8558 340429, FT Donuts, Inc., 127 Main St., Foxboro, MA, (508)543-5460 Maryland 300397, MD Harbor, LLC, 5401 Harford Rd, Baltimore, MD, (443)478-3663 300553, Nanduba, Inc., 580 Frederick Rd, Catonsville, MD, (410)788-7001 300595, Rupani Corporation, 7152 Ritchie Hwy, Glen Burnie, MD, (410)761-3995 301779, Shriji Corporation, 6305 Washington Blvd Suite A, Elkridge, MD, (410)379-5338 302506, Savi Group, Inc., 2057 University Blvd E, Hyattsville, MD, (301)434-6196 302911, DMD BALTIMORE-14903, LLC, 14903 Baltimore Ave, Laurel, MD, (301)617-4965 303444, Ashapura, Inc., 4767 Allentown Rd, Suitland, MD, (301)568-9872 303446, Easton Donut Shop, Inc., 8461 Ocean Gtwy, Easton, MD, (410)820-8300 304201, Shree Radhe Corporation, 604 Ritchie Hwy, Severna Park, MD, (410)315-9196 304418, Shambhu Corporation, 5601 Ritchie Hwy, Brooklyn Park, MD, (410)789-6691 304962, Ocean City Donut Shops, Inc., 11901 Coastal Hwy, Ocean City, MD, (410)524-0346 306186, PDP Corporation, 1200 Route 3, Crofton, MD, (410)721-4750 308049, Maniba Corporation, 8765 Centre Park Dr Columbia, Place Plaza, Columbia, MD, (410)740-6661 310192, DMD BALTIMORE-9701, LLC, 9701 Baltimore Ave, College Park, MD, (301)220-0347 310326, Gayatry, Inc., 3510 Crain Hwy, Shell Gas Station, Waldorf, MD, (301)645-9303 330139, Narayan Donuts Inc., 18a Bel Air South Parkway, Bel Air, MD, (410)569-4205 330619, A & L Donuts, Inc., 12200 Viers Mill Rd, Silver Spring, MD, (301)946-7391 330620, P.V. Donut Operating, LLC, 12168 Darnestown Rd, Gaithersburg, MD, (301)947-3496 335440, A & L Donuts, Inc., 13810 Connecticut Ave, Aspen Hill, MD, (301)438-2650 337465, RADHE, LLC, 840 Guilford Ave, Baltimore, MD, (410)332-8030 338256, Bapa Donut, Inc., 6929 Liberty Rd, Gwynn Oak, MD, (410)944-0703 338902, Ocean City Donut Shops, Inc., 1800 N Philadelphia Ave, Ocean City, MD, (410)289-3021 338941, Nistha, LLC, 1427 Dual Highway, Hagerstown, MD, (240)513-6120 339568, Shriji Corporation, 1614 Annapolis Rd, Odenton, MD, (410)674-3800 339785, Harshidh Donuts, Inc., 12210 Clarksville Pike, Clarksville, MD, (443)535-0600 340171, BMD Accokeek LLC, 15793 Livingston Rd, Accokeek, MD, (301)292-3339 340175, DORSEY DONUTS, LLC, 1348 Ashton Rd., Hanover, MD, (410)850-5322 340177, Shriji Investors LLC, 4535 Falls Rd, Baltimore, MD, (410)235-2113 340242, DAHI DONUTS, LLC, 6900 Dogwood Rd Suite F, Woodlawn, MD, (410)277-0995 340477, Ragu Ram, Inc., 7061 Baltimore Annapolis Blvd, Glen Burnie, MD, (410)691-0215 340523, Annapolis Donut Shops, Inc., 350 Mountain Rd, Mountain Marketplace, Pasadena, MD, (410)255-4680 340524, Annapolis Donut Shops, Inc., 8564 Veterans Hwy, Benfield Crossing, Millersville, MD, (410)729-4130 340596, RAJ & KK, L.L.C., 9419 Common Brook Dr, Owings Mills, MD, (410)356-9922 340665, Sahajanand Donuts, Inc., 1057 Pulaski Hwy, Havre De Grace, MD, (410)939-9680 340682, Shriji Corporation, 8743 Piney Orchard Pkwy, Piney Orchard Marketplace, Odenton, MD, (410)695-2223 340769, Upcounty Donuts, LLC, 11715 Old National Pike, New Market, MD, (301)865-1509 340804, SGP, LLC, 48 Main St, Reisterstown, MD, (410)833-0411 341097, Durga Donuts, Inc., 8305 Ice Crystal Dr, Scaggsville, MD, (301)498-3250 341165, Honeygo Donuts, Inc., 5003 Honeygo Center Dr, Honeygo Village Center, Perry Hall, MD, (410)529-6333 341327, Germantown Donut Operating, LLC, 12915 Wisteria Dr, Germantown, MD, (301)528-6250 341430, SGP, LLC, 10902 Boulevard Circle Suite 5, Owings Mills, MD, (410)363-9893 342224, Nanduba, Inc., 7916 Dorsey Run Road, Jessup, MD, (410)799-7570 342562, Karma Donuts, LLC, 5800 Reisterstown Rd, Baltimore, MD, (410)358-3404 342589, Nistazos and Sons, Inc., 3600 Boston St Brewers Hill, Baltimore, MD, (410)276-0644 342606, Harikrishna Donuts Incorporated, 993 Beards Hill Rd, Aberdeen, MD, (410)272-1491 342993, Ocean City Donut Shops, Inc., 11001 Manklin Creek Rd Unit 1, Berlin, MD, (410)208-3609 342998, Umiya Donuts Inc, 7529 Belair Rd, Baltimore, MD, (410)665-0209 343047, Yogi Donuts, LLC, 2016-B N. Maryland Ave, Midtown Marketplace, Baltimore, MD, (410)244-1830 343091, LAABH Incorporated, 13108 Pennsylvania Ave, Hagerstown, MD, (301)665-3762 343128, SV Donuts One, LLC, 6851 New Hampshire Avenue, Takoma Park, MD, (301)270-2445 343292, NKJ Lusby Donuts, LLC, 174 Village Center Dr, Lusby, MD, (410)326-9196 343691, Krishna Donuts, Inc., 9469 Baltimore National Pk, Ellicott City, MD, (410)203-1777 344089, Shiva Donuts, Inc., 703 Lisbon Center Dr Suite F, Woodbine, MD, (410)489-0990 344327, Salisbury Donut Shops, Inc., 223 Pocomoke Marketplace, Pocomoke City, MD, (443)345-1435 344460, BOWIE COFFEE LLC, 6101 Highbridge Rd, Shoppes at Highbridge, Bowie, MD, (301)262-8239 345177, Upcounty Thurmont Donuts LLC, 8925 Fingerboard Rd, Frederick, MD, (240)699-0086 346355, Ocean City Donut Shops, Inc., 8101 Coastal Hwy, Ocean City, MD, (410)520-0067 347679, Nistazos and Sons, Inc., 1342 Cape Saint Claire Rd, Annapolis, MD, (410)349-0070 348786, Mt. Airy Donuts, Inc., 1401 S Main St, Mount Airy, MD, (301)829-9005 349041, Shree Nathji Corporation, 15640 Old Columbia Pike, Burtonsville, MD, (301)476-7305

448

Combo Current Franchisees

349129, Preeti Corporation, 8600 Washington Blvd, Jessup, MD, (301)490-4402 349149, Pinefield, Inc., 2040 Crain Hwy, Waldorf, MD, (301)374-9008 349240, Milan Patel, BWI Airport, BWI Airport Rd, Glen Burnie, MD, (410)859-8033 349916, Damascus Donuts, Inc., 9803 Main St, Damascus, MD, (301)391-6100 350763, Upcounty Donuts, LLC, 1896 Urbana Pike Ste 7, Hyattstown, MD, (301)874-2727 351305, LUIS GROUP FOUR, LLC, 18558 Woodfield Rd, Gaithersburg, MD, (240)631-2222 351503, RADHA RANI CORPORATION, 2733 Annapolis Rd Unit A, Hanover, MD, (443)661-4645 351789, Salisbury Donut Shops, Inc., 109A Hampshire Road, Sam's Club, Salisbury, MD, (410)630-8180 351811, KANKU, INC., 998 Joppa Farm Rd, Joppa, MD, (410)593-7296 351841, LUIS GROUP FIVE, LLC, 4905 Cordell Ave, Bethesda, MD, (301)652-7656 351858, APNA DONUTS LLC, 11121 York Rd Suite F, Cockeysville, MD, (443)281-8439 352331, BHAKTINANDAN DONUTS INC., 35 Osborne Pkwy, Forest Hill, MD, (410)838-9682 352490, GN STATION, LLC, 15231 Hall Rd Suite 101, Bowie, MD, (240)206-8363 352491, SAT GURU DONUTS LLC, 7657 Arundel Mills Blvd, Hanover, MD, (410)799-5100 352713, Ocean City Donut Shops, Inc., 405 N Boardwalk Unit 3, Ocean City, MD, (410)289-2081 352938, Upcounty Thurmont Donuts LLC, 130 Frederick Rd Suite A, Thurmont, MD, (240)288-8746 353305, Upcounty Thurmont Donuts LLC, 4969 Westview Dr Suite A, Frederick, MD, (240)815-5960 354268, Upcounty Donuts, LLC, 200 Middletown Pkwy Suite 200, Middletown, MD, (240)490-8681 355137, CBG Riverdale, LLC, 5603 Riverdale Rd, Riverdale Park, MD, (240)764-6542 355551, GN PLAZA, LLC, 12172 Central Ave, Mitchellville, MD, (301)249-4100 356537, GN Hill, LLC, 6868B Race Track Rd, Bowie, MD, (240)260-3050 356768, SHIV HAGERSTOWN, LLC, 10319 Sharpsburg Pike, Hagerstown, MD, (240)850-3015 357487, Luis Group Eighteen, LLC, 19706 Fisher Ave, Poolesville, MD, (301)407-9139 357488, LUIS GROUP SEVENTEEN, LLC, 18006 Mateny Rd, Germantown, MD, (301)515-0737 358371, SHIV HAGERSTOWN, LLC, 17850 Garland Groh Blvd, Hagerstown, MD, (240)347-0188 358833, GN NISH, LLC, 8909 Central Ave, Capitol Heights, MD, (301)324-3078 Michigan 300569, Manikrupa Corporation, 34417 Ford Rd, Westland, MI, (734)467-7476 300653, OM OAK PARK DONUTS INC, 25170 Greenfield Rd, Oak Park, MI, (248)967-6288 300702, OM SOUTHFIELD DONUTS INC, 24740 Telegraph Rd, Southfield, MI, (248)352-8447 300712, KARDO 15 LLC, 28875 Dequindre Rd, Madison Heights, MI, (248)915-5539 300940, KARDO 12 LLC, 15067 Eureka Rd, Southgate, MI, (734)767-6745 301485, ST JOSEPH DONUTS, INC., 2731 Niles Ave, Saint Joseph, MI, (269)983-7909 301487, KARDO 13 LLC, 11111 Telegraph Rd, Taylor, MI, (734)626-5580 301888, DIYA, WOODHAVEN LLC, 20050 West Rd, Woodhaven, MI, (734)692-4445 304009, OM NOVI DONUTS INC, 39415 W 10 Mile Rd, Novi, MI, (248)426-9348 304461, OM FARMINGTON HILLS DONUTS INC, 27919 Grand River Ave, Farmington Hills, MI, (248)471-1890 306020, DIYA, 8 MILE LLC, 14900 E 8 Mile Rd, Detroit, MI, (313)521-8196 306041, OM CANTON DONUTS INC, 41511 Ford Rd, Canton, MI, (734)844-1589 306487, KARDO 18 LLC, 22451 Woodward Ave, Ferndale, MI, (248)914-4313 331348, Atty Seventy Five, LLC, 21980 Sibley Rd, Brownstown, MI, (734)281-8952 336551, OM WIXOM DONUTS INC, 28040 S Wixom Rd, Wixom, MI, (248)449-8815 336555, KARDO 14 LLC, 44603 Mound Rd, Sterling Heights, MI, (586)223-6654 337273, Jaybharat, Inc., 600 S Opdyke Rd, Pontiac, MI, (248)758-1900 337855, OM REDFORD DONUTS INC., 9406 Telegraph Rd, Redford, MI, (313)539-4910 339503, OM GREENFIELD DONUTS INC, 23113 Greenfield Rd, Southfield, MI, (248)234-8525 339641, Lekander-Trombo, LLC, 763 S. Michigan Ave, Howell, MI, (517)546-3100 340300, KARDO 9 LLC, 24235 Michigan Ave, Dearborn, MI, (313)400-2287 340661, KARDO 20 LLC, 1700 W 14 Mile Rd, Royal Oak, MI, (248)838-8221 340872, KARDO 10 LLC, 4345 S Telegraph Rd, Dearborn Heights, MI, (313)600-0568 349005, Brighton-Hilton, LLC, 8281 Grand River Rd, Brighton, MI, (810)229-5330 349387, KCD Development, L.L.C., 378 S Broadway St, Lake Orion, MI, (248)693-7855 349468, Waterford Donuts, Inc., 4399 Highland Rd, Waterford, MI, (248)681-7000 353401, 5847 13 Mile Road, Inc, 5847 13 Mile Rd, Warren, MI, (586)275-2807 353574, OM DIXIE DONUTS, INC, 4775 Dixie Hwy, Waterford Township, MI, (248)674-9501 354602, 28799 NW Southfield LLC, 28777 Northwestern Highway, Southfield, MI, (248)353-1710 354606, DIYA, MONROE LLC, 1520 N Telegraph Rd, Monroe, MI, (734)206-1945 355043, Lekander-Trombo, LLC, 11055 Highland Rd, Hartland, MI, (810)991-0004 356372, OM Keego Harbor Donuts, Inc., 2907 Orchard Lake Rd, Keego Harbor, MI, (248)977-1785 358610, KARDO 22 INC., 46895 Gratiot Avenue, Chesterfield, MI, (586)940-0149 359386, AVE CAFE, LLC, 12951 Michigan Ave, Dearborn, MI, (313)406-5384 360456, KARDO 11 LLC, 4005 Dix Hwy, Lincoln Park, MI, (313)588-0497 Minnesota 356642, Eliasco LLC, 1420 Yankee Doodle Rd, Eagan, MN, (651)478-4795 356643, Eliasco LLC, 1224 Robert St S, West Saint Paul, MN, (651)207-5593 358873, Eliasco 4 Woodbury, LLC, 6671 Valley Creek Rd Suite 101, Woodbury, MN, (651)207-5593 358888, Eliasco 5 Lakeville, LLC, 16179 Kenrick Ave Ste 100, Lakeville, MN, (952)378-4332

449

Combo Current Franchisees

359498, DAIRYLAND OPERATIONS, LLC, 100 Paul Bunyan Dr S, Bemidji, MN, (218)398-2282 359700, Eliasco 6 Cliff, LLC, 2105 Cliff Rd Suite 100, Eagan, MN, (651)493-8049 Missouri 348648, Milan Patel, St. Louis Intl Airport, 10701 Lambert Intl Blvd, St Louis, MO, (312)429-7899 348649, Milan Patel, St. Louis Airport, 10701 Lambert Intl Blvd, Saint Louis, MO, (314)429-7899 351388, STL Donuts - Arnold Inc., 900 Jeffco Blvd, Arnold, MO, (636)287-3856 353804, Bapa Columbia Inc, 3100 S Providence Rd, Columbia, MO, (573)514-7020 354444, OHM Donut 4 LLC, 4009 Highway K, O Fallon, MO, (636)244-0825 355426, OHM Donut 5 LLC, 12121 Saint Charles Rock Rd, Bridgeton, MO, (314)455-4400 355752, Bapa W. Highway 76 MO LLC, 1305 W Highway 76, Branson, MO, (417)334-4099 357163, Bapa Range Line Inc, 3075 Range Line St, Columbia, MO, (573)607-3865 357164, SANDWICH GROUP INC., 10250 Page Ave, Overland, MO, (636)944-1129 359024, Bapa Republic LLC, 756 US Highway 60 E, Republic, MO, (417)732-2922 North Carolina 307528, Krish Retail, LLC, 433a Western Blvd, Jacksonville, NC, (910)939-5257 330174, Alita Inc, 7815 N Point Blvd, Winston Salem, NC, (336)759-0012 330299, Havelock Donut LLC, 113 E Main St, Havelock, NC, (252)444-3030 330489, Morehead Donuts, LLC, 2908 Arendell St, Morehead City, NC, (252)247-4888 331785, NCZVU KNIGHTDALE LLC, 7137 Us Hwy 64 East, Knightdale, NC, (919)217-9603 334786, NCZ SIX FORQ LLC, 5265 Six Forks Rd, Raleigh, NC, (919)571-1303 336996, Four Point Ventures Statesville, LLC, 241 Turnersburg Hwy, Statesville, NC, (704)838-1004 337361, Dilworth Donuts, LLC, 1831 South Blvd, Charlotte, NC, (704)377-4026 337413, Wright Alliance, LLC, 14055 Hwy 74 West, Indian Trail, NC, (704)882-3858 337709, SOUTH TRYON DELITES LLC, 9033 S Tryon St, Charlotte, NC, (704)583-0411 339085, NCZVC CAPITAL BLVD LLC, 2727 Capital Blvd, Raleigh, NC, (919)875-9092 340396, Clayton Raleigh, LLC, 770 Enterprise Drive, Clayton, NC, (919)359-8464 340408, Four Point Ventures, LLC, 701 S Kings Dr, Charlotte, NC, (704)331-2940 340674, Four Point Ventures BFR, LLC, 5029 Beatties Ford Rd, Charlotte, NC, (704)394-2828 340853, BRAGG DONUTS LLC, 3411 Ramsey St, Club Plaza Shopping Center, Fayetteville, NC, (910)488-8181 340985, Jairup Inc, 274 Eastchester Drive, High Point, NC, (336)884-0278 341210, JAS Inc., 2561 Peters Creek Pkwy, Winston Salem, NC, (336)784-0266 341313, Shree Jalaram Retail Trading Corporation, 10310 Wilmington St, Huntersville, NC, (704)948-5454 341488, 1450 Fuquay Raleigh, LLC, 1450 N Main Street, Lakestone Shopping Center, Fuquay Varina, NC, (919)577-1150 341548, Four Point Ventures MOW, LLC, 842 Williamson Rd, Mooresville, NC, (704)660-5548 341563, North Tryon CLT, LLC, 5605 N Tryon St, Charlotte, NC, (704)494-0733 341637, Mint Hill Property, LLC, 7001 Matthews Mint Hill Rd, Suite A, Mint Hill, NC, (704)545-7480 342104, HWY 55 CARY RALEIGH, LLC, 2740 NC Hwy 55, Ste 100, Cary, NC, (919)303-4334 342298, Albemarle Rd CLT, LLC, 6763 Albemarle Rd, Charlotte, NC, (704)569-1051 342371, Four Point Ventures MOR, LLC, 651 River Hwy, Mooresville, NC, (704)664-1220 342490, West Sugar Creek, LLC, 2037 W. Sugar Creek Rd, Charlotte, NC, (704)509-4909 342494, JPDD Charlotte, LLC, 2302 S New Hope Rd, Gastonia, NC, (704)869-4522 344346, NCZ DAVISS LLC, 3570 Davis Dr, Morrisville, NC, (919)469-4788 344367, C L Donut LLC, 1238 Birch St, Camp Lejeune, NC, (910)451-2599 344467, 800 Apex Raleigh, LLC, 800 Perry Road, Apex, NC, (919)303-5800 344919, DVGK Inc, 16131 Lancaster Hwy, Hunter's Crossing, Charlotte, NC, (704)542-2998 345098, Shree Jalaram Retail Trading Corporation, 3014 Driwood Ct, Prosperity Pointe, Charlotte, NC, (704)717-7300 345190, MCKEE DELITES, LLC, 3114 Fincher Farm Rd Suite 100, Matthews, NC, (704)708-9547 345913, Erwin Rd Durham Raleigh, LLC, 2608 Erwin Rd Suite 156, Durham, NC, (919)309-0000 349131, Capital Blvd Raleigh, LLC, 8401 Capital Blvd, Raleigh, NC, (919)521-4960 350144, Pineville Delites, LLC, 8334 Pineville Matthews Rd Ste 101, Charlotte, NC, (704)542-4667 351484, ALBEMARLE DELITES, LLC, 716 NC 24/27 Byp E, Albemarle, NC, (704)986-4608 352994, NCDonut1, LLC, 19116 W Catawba Ave Suite C, Cornelius, NC, (704)896-7644 353511, NCDONUT-SALISBURY, LLC, 1009 E Innes St, Salisbury, NC, (704)603-8428 353742, NCDonut-Antiquity, LLC, 19921 Zion Ave C-1, Cornelius, NC, (980)231-5764 356804, CUMBERLAND DONUTS LLC, 1490 NC 24-87 Unit 1, Cameron, NC, (910)984-2026 356833, STRAWBERRY HILL DELITES LLC, 4920 Old Sardis Rd, Charlotte, NC, (704)650-0077 357532, FPV TRT LLC, 1007 Charlotte Highway, Troutman, NC, (704)980-0045 358157, SHREEJI DONUTS, INC., 925 Sunset Ave, Clinton, NC, (910)631-1010 359413, SHREEJI DONUTS II, INC., 1201 S Main St Unit A, Laurinburg, NC, (910)501-3053 Nebraska 357967, Berliner Tiburon, LLC, 10177 S 168th Ave, Omaha, NE, (531)444-4355 New Jersey 300451, GARD of Union Inc., 2639 Morris Ave, Union, NJ, (908)964-7871 300493, Sikand 380 Limited Liability Company, 380 Essex St, Lodi, NJ, (201)845-5933 300623, Erica Donuts II, Inc., 278 Closter Dock Rd, Closter, NJ, (201)784-9861

450

Combo Current Franchisees

300781, Triple J. Family, Inc., 275 S Washington Ave, Bergenfield, NJ, (201)385-0761 301302, Global Food Franchise Inc., 443 Paterson Ave, Wallington, NJ, (201)939-7405 302337, SAIRAM DONUTS INC, 820 Us Highway 46, Parsippany, NJ, (973)257-9835 304358, A & T Donuts, Inc., US Highway 1 & Green St, Iselin, NJ, (732)855-1420 304619, Visun, Inc., 704 Kennedy Blvd, Union City, NJ, (201)866-8648 304627, 59 Donut Corp, 5915 Bergenline Ave, West New York, NJ, (201)854-0010 310459, Bloomfield Ave Clifton Food LLC, 1053 Bloomfield Ave, Clifton, NJ, (973)473-9631 330060, Clearwater Foods Inc, 40 Journal Sq, Jersey City, NJ, (201)216-9797 330344, Triple J. Family, Inc., 636 Westwood Ave, River Vale, NJ, (201)358-6900 330938, Springfield Donuts, Inc., 719 Mountain Ave, Springfield, NJ, (973)376-6658 331074, AADHAR CORP, 572 Valley Rd, Valley Ridge Shopping Center, Wayne, NJ, (973)696-3430 331101, Not Only Donuts Incorporated, 973 Route 9 North, Northbound Side, South Amboy, NJ, (732)721-3111 331180, Paramus Donuts, Inc., 494 N State Rt 17, Paramus, NJ, (201)261-9687 331775, SHREE KRISHNA DONUTS INC, 14 Eisenhower Pkwy, Roseland, NJ, (973)228-9808 331947, Fejagee, Inc., 250 Bergen Tpke, Little Ferry, NJ, (201)373-0373 332337, Rampson Foods, Inc., 1091 River Ave Todd Plaza, Lakewood, NJ, (732)942-1678 332375, ABDD LLC, 1001 Macarthur Blvd, Mahwah, NJ, (201)236-8099 335170, Shiv Donuts Inc., 1212 Madison Avenue, Paterson, NJ, (973)523-4200 335188, SAMP1993, LLC, 1254 Stelton Rd, Piscataway, NJ, (732)777-9550 336078, DOUGH4EVER, Inc., 1430 Route 46 East, Fort Lee, NJ, (201)242-8006 336101, Brothers L IV, Inc., 1513-1515 Kennedy Blvd, Jersey City, NJ, (201)209-9951 336715, Rampson Foods, Inc., 1994 Route 9,Southbound Side, Howell, NJ, (732)431-3249 336771, Conpark, Inc., 378 Passiac Ave, Fairfield, NJ, (973)276-7966 337017, P.A. Donuts, Inc., 118 Rt 9 North, Pine Beach, NJ, (732)505-0050 337102, TASTYDOUGH, INC., 1353 Ringwood Ave, Haskell, NJ, (973)616-7168 337327, KK MARKET ST LLC, 596 Market St, Newark, NJ, (973)274-1500 337338, LCFD CORPORATION, 802 S Orange Ave, Newark, NJ, (973)416-1800 337382, Rampson Foods, Inc., 1500 Ocean Avenue, Lakewood, NJ, (732)942-6188 337484, Hillsborough Donuts, Inc., 315 Rt 206, Hillsborough, NJ, (908)904-0220 337564, Sokol Donuts Incorporated, 1076 Route 9 Southbound Side, Old Bridge, NJ, (732)553-0375 337568, ROLLNDOUGH, INC., 560 Route 23, Pompton Plains, NJ, (973)248-3380 337569, Old Bridge Coffee & Donuts, Inc., 343 Rte 34 Park Plaza Mall, Matawan, NJ, (732)740-7623 337572, 4 H Management, Inc., 400 South New Prospect Rd, Jackson, NJ, (732)942-0006 337719, Brunswick Coffee, Inc., 1345 Rte 1, North Brunswick, NJ, (732)418-9520 338101, KESSAR INC, 311 Springfield Ave #313, Newark, NJ, (973)565-9020 338277, MANAHAWKIN BAKERY LLC, 601 Washington Ave Route 72, Manahawkin, NJ, (609)489-0008 338338, RUSIV FOODS LIMITED LIABILITY COMPANY, 2112 State Route 35, Oakhurst, NJ, (732)695-2256 338437, South Amboy Coffee, Inc., 139-145 Broadway, South Amboy, NJ, (732)721-2110 338606, Bentley Donuts, Inc., 680 Rte 18 N, East Brunswick, NJ, (732)254-5433 338615, Access Elmwood Park, LLC, 210 Us-46, Elmwood Park, NJ, (201)791-4880 338873, Key Products I Inc., 440-A Forest Ave, Paramus, NJ, (201)599-0666 339005, Kishan Donut 3 LLC, 171 Lefante Way, Bayonne, NJ, (201)437-8080 339029, NS3 Management LLC, 633 Morris Tpke, Springfield, NJ, (973)379-5551 339057, 4 H Management, Inc., 715 Bennets Mills Rd, Manhattan Plaza, Jackson, NJ, (732)928-0440 339283, Spotswood Donuts, LLC, 434 Main St, Spotswood, NJ, (732)251-5575 339297, ENGLISHTOWN COFFEE LLC, 14 Wilson Ave, Englishtown, NJ, (732)446-3217 339420, ABDD V LLC, 150 Passaic St, Hackensack, NJ, (201)343-1206 339553, Old Hook Donuts LLC, 441 Old Hook Rd, Emerson, NJ, (201)588-9418 339655, Park Avenue Donut Corp., 4801 Park Ave, Union City, NJ, (201)330-3288 339704, Cedar Hill Donuts, LLC, 525 Cedar Hill Ave, Cedar Hill Shopping Center, Wyckoff, NJ, (201)612-7600 339775, MAJORDOUGH, INC., 410 Minnisink Rd, Totowa, NJ, (973)890-4405 339953, Clinton Donuts Inc, 186 Center St., Clinton, NJ, (908)713-1212 339970, Himarlboro Inc., 2 Ryan Road, Marlboro, NJ, (732)780-9229 340000, DEALNDOUGH, INC., 1161 State Rt 23, Kinnelon, NJ, (973)492-0770 340007, 4914 Donut Corp, 4914-22 Kennedy Blvd, West New York, NJ, (201)865-6505 340230, Santarelli Enterprises, LLC, 20 Meadowlands Pky, Secaucus, NJ, (201)617-0100 340311, Prospect Donuts, LLC, 886 Prospect St, Glen Rock, NJ, (201)612-9090 340433, G-FLORES INC, 754 River Rd, New Milford, NJ, (201)261-2173 340449, BAV Enterprises, Inc., 4110 Quakerbridge Rd Bldg A, Lawrenceville, NJ, (609)716-6001 340788, Swaminarayan Donut, LLC, 100 Springside Rancocas Rd, Westampton, NJ, (609)880-1520 340818, Jaianuj, LLC, 176 Columbia Turnpike, Florham Park, NJ, (973)822-0404 340935, Madrash Corp., 55 Raritan Ave, Highland Park, NJ, (732)828-5485 341058, Heavenlea Donuts, Inc., 184 Kinderkamack Rd Unit D, Park Ridge, NJ, (201)391-9616 341191, Friendly Donuts, LLC, 233 N. Franklin Turnpike, Ramsey, NJ, (201)327-2828 341317, Kishan Donut #2, L.L.C., 4 North St, Bayonne, NJ, (201)437-1248 341362, Shree Ganesh Donuts Inc., 460 Elizabeth Ave, Elizabeth, NJ, (908)351-1192 341412, Superm, Inc., 109 E Main St Ste 111, Bound Brook, NJ, (732)302-9022 341929, 251 Market St Paterson, LLC, 251 Market St, Paterson, NJ, (973)341-9331 342028, CEDAR LANE DONUTS LLC, 332 Cedar Ln, Teaneck, NJ, (201)708-7403

451

Combo Current Franchisees

342089, Sikand 209 Limited Liability Company, 209 Main St, Ridgefield Park, NJ, (201)440-1430 342105, Leonia Management, LLC, 353 Broad Ave, Leonia, NJ, (201)592-6645 342284, ANS Valley Treats, LLC, 62 East Mill Rd, Long Valley, NJ, (908)876-3093 342300, PARAMUS JAVA LLC, 344 Route 4 East, Sunoco, Paramus, NJ, (201)203-0999 342340, Yummy Treats, Inc., 215 West Front Street, Plainfield, NJ, (908)757-7773 342353, E.A.A.T. Foods LLC, 1111 Route 37 W, Toms River, NJ, (732)281-1388 342415, Keshav Inc., 19 W. Main St, Somerville, NJ, (908)685-9115 342862, Kishan Donut 4 LLC, 545 Broadway, Bayonne, NJ, (201)443-8866 343678, OAKEYDOUGH, INC., 338 Ramapo Valley Rd, Oakland, NJ, (201)651-0980 343910, TASTE OF WEST ORANGE LIMITED LIABILITY COMPANY, 382 Main St, West Orange, NJ, (973)325-0999 343980, ABDD V LLC, 80 Godwin Ave, Midland Park, NJ, (201)447-1550 344171, Supreme Treats, Inc., 750 Somerset St, Watchung, NJ, (908)561-1004 344475, Supreme Treats, Inc., 1109 Route 202/206, Bedminster, NJ, (908)658-4005 346578, ALOTADOUGH, INC., 307 Main St, Butler, NJ, (973)492-0525 346755, DBJ SWEET DOUGH TWO, INC., 1467 Route 23, Staples Plaza, Wayne, NJ, (973)628-0434 348952, Hickory Donuts LLC, 641 Shunpike Rd, Chatham, NJ, (973)360-1234 350679, Talaee VII Corporation, 489 Grand Ave, Englewood, NJ, (201)227-1900 352033, A&A DONUTS LLC, 527 River Dr, Elmwood Park, NJ, (201)791-3113 354728, H & D SHAH COFFEE & DONUTS CORPORATION, 189 Route 35, Cliffwood, NJ, (732)566-1175 354840, 405 CLIFTON, INC., 405 Piaget Ave, Clifton, NJ, (973)615-5525 355232, WOOD-RIDGE DONUTS LLC, 699 Avalon Dr, Wood Ridge, NJ, (201)203-2775 355246, CHUNKY TOO DONUTS, LLC, 794 Franklin Ave, Franklin Lakes, NJ, (201)891-6545 357057, Java Bernardsville, LLC, 108 Morristown Rd, Bernardsville, NJ, (908)502-5211 New Mexico 304248, Dico, Inc., 5502 4th St NW, Albuquerque, NM, (505)345-3723 304676, Duke of Donuts Inc, 1902 Central Ave SE, Albuquerque, NM, (505)843-6552 355481, NMR-Bernalillo, LLC, 195 E Highway 550, Bernalillo, NM, (505)717-1292 355801, NMR-ROSEWELL, LLC, 800 N Main St, Roswell, NM, (575)208-0454 356354, NMR-La Orilla, LLC, 3200 La Orilla Rd NW Suite D-1, Albuquerque, NM, (505)503-1073 359339, NMR-White Sands, LLC, 1400 S White Sands Blvd, Alamogordo, NM, Not available 359484, NMR - ALAMO HB, LLC, 551 West 4th St Bldg 227, Holloman Air Force Base, NM, (575)551-7299 New York 300202, DJ Holbrook Inc., 411 Furrows Rd, Holbrook, NY, (631)467-2419 300359, IAT City Line, Inc., 1213 Liberty Ave, Brooklyn, NY, (718)348-9282 300392, Ganpati Donuts, Inc., 674 Broadway, Newburgh, NY, (845)562-4720 300462, OM Shree Hanuman LLC, 14625 Northern Blvd, Flushing, NY, (917)285-2824 300465, Jericho Donuts LLC, 2073 Jericho Tpke, Commack, NY, (631)543-3392 300645, SI HYLAN 2425 LLC, 2425 Hylan Blvd, Staten Island, NY, (718)351-4967 300697, Hempstead Donut System, LLC, 247 Greenwich St, Hempstead, NY, (516)486-6477 301331, AJP Restaurant Corp., 314 Larkfield Rd, East Northport, NY, (631)368-1555 301353, Main Street QSR Inc., 369 E Main St, Patchogue, NY, (631)730-3321 301660, MULTIBRANDS BRENTWOOD ISLIP AVENUE OPERATING COMPANY LLC, 1694 Islip Ave, Brentwood, NY, (631)231-0500 301726, DJ Hampton Bays Inc., 127 E Montauk Hwy, Hampton Bays, NY, (631)594-1928 301788, Donut Always Go Around, Inc., 1906 Deer Park Ave, Deer Park, NY, (631)667-8919 302006, DJ Riverhead Inc., 1051 Old Country Rd, Riverhead, NY, (631)591-3820 302007, MCR II Donuts LLC, 350 Middle Country Rd Suite A, Coram, NY, (631)846-6491 302049, WESTSIDE DONUT GLEN COVE VENTURES LLC, 5 Brewster St, Glen Cove, NY, (516)759-0858 302211, WESTSIDE DONUT BALDWIN VENTURES LLC, 1680 Grand Ave, Baldwin, NY, (516)378-9186 302221, Metro Franchising Commissary LLC, 235 W. Main St, Smithtown, NY, (631)360-1236 302224, West Hempstead Donuts Inc., 475 Hempstead Tpke, West Hempstead, NY, (516)505-1828 302237, Long Island Combo Shops, Inc., 1399 Hicksville Rd, Massapequa, NY, (516)798-8601 302267, Deck Flatlands - 8301, LLC, 8301 Flatlands Ave, Brooklyn, NY, (718)531-4469 302270, DJ NESCONSET INC, 5017 Nesconset Hwy, Port Jefferson Station, NY, (631)473-7937 302283, Metro Franchising Commissary LLC, 2800 Merrick Rd, Bellmore, NY, (516)785-1497 302365, Metro Franchising Commissary LLC, 529 E. Main St, Bay Shore, NY, (631)666-3077 302406, ALEXASHEL FIVE CORP., 280 E Sunrise Hwy, Lindenhurst, NY, (631)206-6113 302447, Valpar 2 Corp., 21920 Northern Blvd, Bayside, NY, (718)224-7112 302480, DJ Shirley 1 Inc, 545 William Floyd Pkwy, Shirley, NY, (631)395-4887 302485, Metro Franchising Commissary LLC, 116 Broadhollow Rd, Melville, NY, (631)425-0935 302530, HILLSIDE QSR LLC, 25420 Hillside Ave, Floral Park, NY, (347)216-6547 302542, Metro Franchising Commissary LLC, 16822 Union Tpke, Flushing, NY, (718)591-6616 302607, Lakeville Donuts, Inc., 2062 Lakeville Rd, New Hyde Park, NY, (516)775-8630 302627, 2317 BLESSING FOOD, LLC, 13210 14th Ave, College Point, NY, (718)746-1211 302875, Renson Food Corporation, 4202 Northern Blvd, Long Island City, NY, (718)392-0146 302954, Metro Franchising Commissary LLC, 1731 Merrick Rd, Merrick, NY, (516)379-8149 304011, Kissena Donuts, Inc., 15367 Horace Harding Expy, Flushing, NY, (718)358-4031 304122, Metro Franchising Commissary LLC, 23819 Linden Blvd, Elmont, NY, (516)612-7222

452

Combo Current Franchisees

304160, Vijay Enterprises, Inc., 976 Hempstead Tpke, Uniondale, NY, (516)485-2953 304255, Metro Franchising Commissary LLC, 219 Hempstead Tpke, Elmont, NY, (516)328-6757 304313, CASTLE HILL QSR LLC, 2172 Westchester Ave, Bronx, NY, (718)918-1235 304335, Deck Flatbush - 1922, LLC, 1922 Flatbush Ave # L, Brooklyn, NY, (718)758-0002 304353, GRAHAM QSR LLC, 13 Graham Ave, Brooklyn, NY, (718)388-6845 304361, Deck 4-9243, LLC, 9243 4th Ave, Brooklyn, NY, (718)745-4060 304362, Deck 86th Street - 2630 LLC, 2630 86th St, Brooklyn, NY, (718)372-3824 304401, N.N. Ahluwalia, Inc., 6103 Flushing Ave, Flushing, NY, (718)417-0918 304483, Metro Franchising Commissary LLC, 9405 Rockaway Blvd, Jamaica, NY, (718)843-0400 304484, Metropolitan QSR, Inc., 6365 Woodhaven Blvd, Rego Park, NY, (718)396-0178 304728, Valpar 4 Corp., 24809 Northern Blvd, Little Neck, NY, (718)225-0513 304823, Fortune Donut Corp., 7016 Northern Blvd, Flushing, NY, (718)672-1433 304909, SI FOREST LLC, 1351 Forest Ave Forest Plaza, Staten Island, NY, (718)447-7857 306003, Multibrands Bayshore II Inc., 1261 Sunrise Hwy, Bay Shore, NY, (631)647-7535 306825, 34-01 Donut Corp., 3401 Broadway, Long Island City, NY, (718)278-4860 306826, Central Donuts, Inc., 8777 Parsons Blvd, Jamaica, NY, (718)526-4820 307108, BAL YOGI LLC, 321 Broadway, New York, NY, (212)577-7528 307186, MP-Jervis Donuts, Inc., 290 E Main St, Port Jervis, NY, (845)856-7513 307262, WESTSIDE DONUT WHITESTONE VENTURES LLC, 3015 Stratton St, Flushing, NY, (718)321-0567 307284, 3080 Donuts, Inc., 3080 Boston Rd, Bronx, NY, (718)483-8078 307515, Deck Avenue J - 1410 LLC, 1410 Avenue J, Brooklyn, NY, (718)252-1312 307669, New York Donut Corporation, 5615 Myrtle Ave, Flushing, NY, (718)497-3581 307977, Metro Franchising Commissary LLC, 8413 Jamaica Ave, Woodhaven, NY, (718)847-9129 308608, Metro Franchising Commissary LLC, 159 Pine Hollow Rd, Oyster Bay, NY, (516)922-7888 308652, Metro Franchising Commissary LLC, 1766 Merrick Ave N, Merrick, NY, (516)377-3827 310001, Khattab & Son, Inc., 245 Highland Pl, Brooklyn, NY, (718)277-1995 310079, WESTSIDE DONUT 5TH AVE. VENTURES LLC, 302 5th Ave, New York, NY, (212)268-0686 310225, FAC 5 Golden, LLC, 5 Goldens Bridge Shopping Ctr, Goldens Bridge, NY, (914)232-1860 310340, Hoyt 2002, LLC, 2502 31st St, Astoria, NY, (718)726-6982 310373, Metro Franchising Commissary LLC, 560 Smithtown Byp, Smithtown, NY, (631)257-5072 330038, Bethpage QSR, Inc., 4025B Hempstead Tpke, Bethpage, NY, (516)622-1145 330039, MULTIBRANDS AMITYVILLE OPERATING COMPANY LLC, 355 Broadway, Amityville, NY, (631)789-1010 330049, Metro Franchising Commissary LLC, 13 W. Main St, East Islip, NY, (631)859-0786 330135, Deck Broadway-1285, LLC, 1285 Broadway, Brooklyn, NY, (347)435-0280 330148, Tasty Treats Inc., 1051 Willis Ave, Albertson, NY, (516)746-5999 330153, Metro Franchising Commissary LLC, 3547 Francis Lewis Blvd, Flushing, NY, (718)886-5279 330187, FAC 2248 CPA, LLC, 2248 Central Park Ave, Yonkers, NY, (914)793-1075 330197, Metro Franchising Commissary LLC, 165 7th St # 167, Garden City, NY, (516)248-4417 330267, 19 Food, Inc., 9925 Horace Harding Expy, Flushing, NY, (718)271-9222 330342, AMG 181 QUICKSERVE LLC, 728 W 181st St, Colonel Robert Magaw Pl, New York, NY, (212)795-0101 330348, DECK UTICA - 610, LLC, 610 Utica Ave, Brooklyn, NY, (718)604-0470 330350, 2702 Donuts Inc., 2702 E. Tremont Ave, Bronx, NY, (718)824-3131 330367, Men At Work, LLC, 96 E Main St, New Rochelle, NY, (914)222-0654 330415, Ukatosh Corporation, 3102 36th Ave, Long Island City, NY, (718)383-1000 330559, Yorktown Heights Donuts, LLC, 3399 Crompond Rd, Yorktown Heights, NY, (914)734-7830 330873, Fresh & Tasty Of New York, Inc., 628 Horseblock Rd, Farmingville, NY, (631)732-7569 331065, PORTLAND QSR LLC, 8347 Parsons Blvd, Jamaica, NY, (718)526-9690 331072, Deck Myrtle-1443, LLC, 1443 Myrtle Ave, Brooklyn, NY, (718)418-0733 331182, Santoshi Trading Corporation, 4513 Queens Blvd, Sunnyside, NY, (718)482-7282 331183, New York Donut Corporation, 3326 21st St, Long Island City, NY, (718)267-0279 331265, New York Donut Corporation, 6040 Myrtle Ave, Ridgewood, NY, (718)386-4633 331288, L & M At Bayshore, Inc., 19 Bay Shore Rd, Bay Shore, NY, (631)254-9092 331929, 179 NBG Inc., 17915 Hillside Ave, JAMAICA, NY, (718)658-1728 331991, FAC 1591 CPA, LLC, 1591 Central Park Ave, Yonkers, NY, (914)793-4896 332030, Metro Franchising Commissary LLC, 281 Walt Whitman Rd, Huntington Station, NY, (631)547-1685 332067, MAFJ Bronx Donuts LLC, 2148 White Plains Rd, Bronx, NY, (718)792-3686 332445, AMG 1342 AMSTERDAM QUICKSERVE LLC, 1342 Amsterdam Ave, New York, NY, (212)222-4136 332798, Nulife of Kingsbridge LLC, 2 E Kingsbridge Ave, Bronx, NY, (718)733-4347 332974, FAC 132 BRR, LLC, 132 Bronx River Rd, Yonkers, NY, (914)237-5275 334727, Grand Central Donuts, Inc., 10009 Astoria Blvd, East Elmhurst, NY, (718)478-4443 335049, 137 Nasary Donut Corp., 137 Wyckoff Ave, Brooklyn, NY, (718)418-2483 335532, Deck 4-737, LLC, 737 4th Avenue, Brooklyn, NY, (718)369-4258 335596, Canyon Donuts Seaford, Inc., 4007 Merrick Rd, Seaford, NY, (516)679-2888 335880, Forest Broadway LLC, 770 Forest Ave, Staten Island, NY, (718)273-9641 335881, Nad2, Inc., 1131 Bay St, Staten Island, NY, (718)420-4920 336064, Deck Mermaid - 3015 LLC, 3015 Mermaid Ave, Brooklyn, NY, (718)372-3198 336563, Donuts By W.J.D., Inc., 3115 Route 22, Patterson, NY, (845)878-7655 336572, Jamaica Donuts LLC, 146-17 Jamaica Ave, Jamaica, NY, (718)262-0299 336583, Metro Franchising Commissary LLC, 9217 Jamaica Ave, Woodhaven, NY, (718)850-2717

453

Combo Current Franchisees

336628, Metro Franchising Commissary LLC, 11611 Liberty Ave, South Richmond Hill, NY, (718)845-2649 336925, ROCKAWAY BLVD. DRIVE THRU LLC, 13320 Rockaway Blvd, South Ozone Park, NY, (718)845-9875 337355, 116 Donut Kitchen Corp., 53 West 116th St, New York, NY, (212)289-0770 337400, 1333 Donuts LLC, 1852 Route 112, Coram, NY, (631)846-8077 337447, MULTIBRANDS COPIAGUE 1 LLC, 925 Montauk Hwy, Copiague, NY, (631)841-2400 337498, Nulife of Bruckner LLC, 3685 Bruckner Blvd, Bronx, NY, (718) 518-0341 337499, Hylan Naughton Inc., 1854 Hylan Blvd, Staten Island, NY, (718)980-1257 337500, Deck Sheepshead-1427, LLC, 1427 Sheepshead Bay Rd, Brooklyn, NY, (718)332-9414 337509, N.N.R. Hollis Food LLC, 10962 Francis Lewis Blvd, Jamaica, NY, (718)465-1400 337513, NYC Lexington Foods Inc., 2083 Lexington Ave, New York, NY, (646)368-5906 337531, Nulife of Jerome LLC, 1733 Jerome Avenue, Bronx, NY, (718) 731-2200 337533, Chandan Subarna Corp., 5501 Broadway, Bronx, NY, (718)432-2606 337561, Sebella Brands LLC, 1225 1st Ave, New York, NY, (212)734-5465 337599, JDHAKA Coffee Corp, 13850 Jamaica Ave, Jamaica, NY, (718)291-3107 337653, 56 East Sunrise Corp., 56 E Sunrise Hwy, Merrick, NY, (516)608-5436 337663, SI HUGUENOT LLC, 901 Huguenot Ave, Staten Island, NY, (718)605-0001 337762, Nulife of Third LLC, 4115 3rd Ave, Bronx, NY, (718)294-5344 337904, Metro Franchising Commissary LLC, 61-58 Springfield Blvd, Oakland Gardens, NY, (718)357-1273 338196, Metro Franchising Commissary LLC, 59 Jackson Ave, Syosset, NY, (516)364-2299 338208, Metro Franchising Commissary LLC, 389 Atlantic Ave #391, Freeport, NY, (516)377-5292 338221, Deck Smith - 148, LLC, 148 Smith St, Brooklyn, NY, (718)403-0386 338222, GDJ-New Horizons, Inc., 6402 7th Ave, Brooklyn, NY, (718)748-4610 338263, Nulife of Prospect LLC, 1041 Prospect Ave, Bronx, NY, (718)304-7723 338313, Metro Franchising Commissary LLC, 115 Veterans Highway, Commack, NY, (631)864-4259 338398, F.K.B. Donuts, Inc. Of Jericho, 81 Jericho Tpke, Jericho, NY, (516)334-7351 338558, Ditmas Donuts Corp., 4322 Ditmars Blvd, Astoria, NY, (718)204-2110 338592, Jamaica One Donuts Inc., 18711 Jamaica Ave, Jamaica, NY, (718)454-3501 338698, FAC Yonk Donuts, LLC, 2241 Southern Blvd, Bronx, NY, (718)220-4946 338712, Copley Coffee 1, LLC, 601 2nd Ave, New York, NY, (212)683-3793 338766, Kings Point Ventures, LLC, 1650 Bruckner Blvd, Bruckner Plaza, Bronx, NY, (718)893-2090 338807, Forest Ave, LLC, 2222 Forest Ave, Staten Island, NY, (718)442-6630 338818, Broadwill Associates, Inc., 1710 Eastern Pkwy, Brooklyn, NY, (718)566-6280 338868, Peekskill Donuts, LLC, 422 Washington Ave, Peekskill, NY, (914)788-9100 338870, LITE N SWEET, INC., 94 Croton Ave, Ossining, NY, (914)944-0165 338871, Deck Coney - 906, LLC, 906 Coney Island Ave, Brooklyn, NY, (718)871-0526 338922, LITE N SWEET, INC., 81 Knollwood Rd, White Plains, NY, (914)949-4468 338949, DJ RONKONKOMA LLC, 125 Portion Rd, Ronkonkoma, NY, (631)471-2090 339024, Deck Jamaica-43, LLC, 43 Jamaica Ave, Brooklyn, NY, (718)922-5387 339025, Deck Atlantic-1993, LLC, 1993 Atlantic Ave, Brooklyn, NY, (347)435-0278 339039, Deck 7 - 289, LLC, 289 7th Ave, New York, NY, (212)486-4799 339090, Phoenix Donut Corp., 1201 Deer Park Ave, Ste 1203, North Babylon, NY, (631)667-3900 339302, ABDD LLC, 270 Route 59, Suffern, NY, (845)504-5303 339305, Sunset Industries Ltd., 5702 2nd Ave, Brooklyn, NY, (718)439-5119 339350, Chandan Subarna Corp., 110 West 145th St, New York, NY, (212)234-3440 339351, Deck East Houston - 250, LLC, 250 E Houston St, New York, NY, (212)388-1637 339386, Metro Franchising Commissary LLC, 200 E Main St, Huntington, NY, (631)935-0031 339387, 11602 Metropolitan Avenue, LLC, 11602 Metropolitan Ave, Richmond Hill, NY, (718)441-8006 339430, Deck Nostrand-1467, LLC, 1467 Nostrand Ave, Brooklyn, NY, (718)703-0198 339433, Arthur Richmond, LLC, 680 Arthur Kill Rd, Staten Island, NY, (718)948-0600 339647, Mineola Bakery Inc., 265 East Jericho Tpk, Mineola, NY, (516)739-2503 339657, Deck Church - 5901, LLC, 5901 Church Avenue, Brooklyn, NY, (347)365-7147 339742, MERRICK AVE COMBO LLC, 207 W. Merrick Rd # 233, Valley Stream, NY, (516)256-4445 339747, Krishna Kumari, LLC, 269 8th Ave, New York, NY, (646)396-8390 339817, OM Shree Laxmandav LLC, 6122 Fresh Pond Rd, Middle Village, NY, (718)418-2393 339818, Spdaisy Coffee Corp, 13328 Springfield Blvd, Jamaica, NY, (718)978-8028 339841, Metro Franchising Commissary LLC, 731 Nesconset Hwy, Smithtown, NY, (631)724-0345 339842, 20th ST WAVE CREST LLC, 239 Beach 20th St, Far Rockaway, NY, (718)868-0448 339890, Queens Mall Donut Corporation, 6667 Fresh Pond Rd, Fresh Pond, NY, (718)628-4248 339914, Deck Knapp Street - 2302 LLC, 2302 Knapp St # 2310, Brooklyn, NY, (718)332-6152 339917, S.V.L. Foods, Inc., 1760 2nd Ave, New York, NY, (212)876-3312 340005, Westside Donut Huntington Ventures LLC, 795 East Jericho Tpk, Huntington Station, NY, (631)673-5286 340082, GSK Properties LLC, 587 Old Country Rd, Plainview, NY, (516)433-8128 340252, Astoria Donut Corporation, 7007 Myrtle Ave, Glendale, NY, (718)628-0350 340294, Metro Franchising Commissary LLC, 11716 Queens Blvd, Forest Hills, NY, (718)268-5380 340313, Copley Coffee 1, LLC, 476 Second Ave, New York, NY, (212)684-2173 340356, 1375 Parkway Enterprise Inc., 1375 Rockaway Parkway, Brooklyn, NY, (718)257-6490 340361, Tristate Donut Group Inc., 1495 Montauk Hwy, Mastic, NY, (631)281-2103 340362, 61-20 Fresh Meadow Lane, LLC, 6120 Fresh Meadow Ln, Fresh Meadows, NY, (718)463-5819 340370, AMG City Island Quickserve, LLC, 636 City Island Ave, Bronx, NY, (718)885-3057

454

Combo Current Franchisees

340439, B.I.N.D. Corp., 3701 Nostrand Ave, Brooklyn, NY, (718)743-6555 340441, Deck Atlantic-578, LLC, 578 Atlantic Ave, Brooklyn, NY, (718)596-6029 340450, D.C.G.N. Corporation, 448 Fifth Ave, Brooklyn, NY, (718)832-9460 340462, FAC Yonk Donuts, LLC, 1040 Westchester Ave, Bronx, NY, (718)328-1482 340464, Coffee & Donuts At Elm, Inc., 1510 Elm Avenue, Brooklyn, NY, (718)627-0667 340467, Rockaway Parkway Donuts Inc., 241-A Rockaway Pkwy, Brooklyn, NY, (718)618-0302 340537, NYC DELANCEY FOODS INC., 140 Delancey St, New York, NY, (212)777-2003 340575, Deck 35-126, LLC, 126 35th St, Brooklyn, NY, (718)499-9055 340587, VSK Donuts, LLC, 285-291 Glen Street, Glen Cove, NY, (516)674-6756 340588, Roosevelt Ave Donuts, Inc., 74-13 Roosevelt Ave, Jackson Heights, NY, (718)205-4440 340671, Mohegan Lake Donuts, LLC, 1851 E Main St, Route 6, Mohegan Lake, NY, (914)526-5560 340817, Hanan D Corp., 5401 108th St, Corona, NY, (718)271-8061 340834, 815 10th Donuts LLC, 815 10th Ave, New York, NY, (212)600-4113 340851, HEMPSTEAD DRIVE THRU LLC, 579 Peninsula Blvd, Hempstead, NY, (516)292-1004 340852, Lic Donut Corporation, 4128 Queens Blvd, Sunnyside, NY, (718)361-6825 340855, Copley Coffee 1, LLC, 250 E. 40th St, New York, NY, (212) 681-2482 340876, Versatile Elysee, Inc., 2366 Grand Concourse, Bronx, NY, (718)220-4828 341048, DJ LAKEGROVE INC, 2815 Middle Country Rd, Lake Grove, NY, (631)648-9109 341059, Deck Fulton-3319, LLC, 3319 Fulton St, Brooklyn, NY, (347)435-0286 341102, Bronx 170 Foods Inc, 140 E 170th St, Bronx, NY, (718)293-3535 341139, Deck Hudson - 395, LLC, 395 Hudson St, New York, NY, (212)645-2515 341392, Multibrands Kings Park Inc., 101 Pulaski Rd, Kings Park, NY, (631)544-0031 341450, NYC 148 Foods Inc., 3600 Broadway, New York, NY, (646)434-6286 341501, 100 CHAMBERS DONUTS LLC, 100 Chambers St, New York, NY, (212)608-1601 341574, Deck Ralph-1547, LLC, 1556 Ralph Ave, Brooklyn, NY, (718)758-4167 341639, DJ MEDFORD LLC, 3197 Horseblock Road, Medford Plaza Shopping Center, Medford, NY, (631)654-4936 341697, MPS Properties, Inc., 24 Newbridge Rd, Hicksville, NY, (516)931-5777 341830, ADR Ventures MOR, LLC, 699 Morris Park Ave, Bronx, NY, (929)207-4421 341842, Deck Lafayette-573, LLC, 573 Lafayette Ave, Brooklyn, NY, (718)230-4518 342008, Metro Franchising Commissary LLC, 989 Atlantic Ave #991, Baldwin, NY, (516)868-2101 342009, Hillcrest Marshall, Inc., 80 Virginia Rd, White Plains, NY, (914)328-2412 342109, Patel Food Corp., 9507 57th Ave, Elmhurst, NY, (718)592-0940 342155, Plaza Donuts Corp., 3500 48th St, Plaza Shopping Center, Long Island City, NY, (718)784-3639 342188, Great Spot of Oakdale, Inc., 1243 Montauk Hwy, Oakdale, NY, (631)567-3010 342190, Beans & Dough, Inc., 360 W 31st St, New York, NY, (212)904-1160 342238, OB Donuts, Inc., 726 Old Bethpage Rd, Old Bethpage, NY, (516)752-7520 342239, CF 55 Corporation, 55 West 55th St, New York, NY, (212)245-4655 342248, Copley Coffee 1, LLC, 361 First Avenue, New York, NY, (212)228-8895 342251, Somya Foods, Inc., 130 Dyckman St, New York, NY, (212)544-0272 342286, DECK 14 - 6502 LLC, 6502 14th Ave, Brooklyn, NY, (347)492-0734 342293, CSK Donuts LLC, 100 North Broadway, Hicksville, NY, (516)932-3594 342376, Hicksville Donut, LLC, 420 Newbridge Rd, Hicksville, NY, (516)935-0088 342378, WESTSIDE DONUT GLEN HEAD VENTURES LLC, 36 Glenhead Rd, Glen Head, NY, (516)676-1800 342390, DJ Shirley 2 Inc, 440 William Floyd Pkwy, Shirley, NY, (631)395-7830 342626, DECK 18 - 7121 LLC, 7121 18th Ave, Brooklyn, NY, (718)256-0358 342627, SPS PARTNERS LLC, 352 Graham Ave, Brooklyn, NY, (718)384-7640 342644, Richmond-Christopher, LLC, 1445 Richmond Ave, Expressway Plaza, Staten Island, NY, (718)370-0601 342683, Sicomac Partners West, Inc., 213 W Route 59, Nanuet, NY, (845)215-5605 342725, Richmond Hill Road, LLC, 77 A Richmond Hill Rd, Kenbar Plaza, Staten Island, NY, (718)370-1238 342772, Venkatesh, Inc., 1392 Lexington Avenue, New York, NY, (212)722-5767 342833, SPS MANHATTAN, LLC, 643 Manhattan Ave, Brooklyn, NY, (718)472-3745 342887, Kings High Corporation, 2344 Flatbush Ave, Brooklyn, NY, (718)338-0530 342968, Copley Coffee 2, LLC, 100 1st Ave, New York, NY, (212)420-7031 342977, Alexashel Three Corp, 5477-5515 Merrick Road, Massapequa, NY, (516)203-7519 342984, Nulife of Broadway LLC, 4942 Broadway, New York, NY, (212)544-0453 343028, Deck Court 383, LLC, 383 Court St, Brooklyn, NY, (718)797-3542 343038, NYC HARLEM FOODS INC, 2258 1st Ave, New York, NY, (646)597-9421 343283, Park Bakery Corporation, 2926 Avenue I, Brooklyn, NY, (718)252-5349 343304, Jamaica Two Donuts Inc., 16804 Jamaica Ave, Jamaica, NY, (718)526-3377 343329, Riverdale Donuts, Inc., 508 259th St, Bronx, NY, (718)432-1289 343333, Westside Donut Levittown One Ventures LLC, 2944 Hempstead Tpke, Levittown, NY, (516)520-0494 343692, Metro Franchising Commissary LLC, 21522 73rd Ave, Bayside, NY, (718)217-1599 343693, Andhra Foods, Inc., 1167 Webster Ave, Bronx, NY, (718)588-7232 343754, Dogwood Donuts Inc., 662 Dogwood Ave, Franklin Square, NY, (516)481-4900 343843, Salim Coffee Corp, 11420 Sutphin Blvd, Jamaica, NY, (718)925-8791 343886, Copley Coffee 1, LLC, 355 3rd Ave, New York, NY, (212)686-1500 343979, DECK 13 - 7602 LLC, 7602 13th Ave, Brooklyn, NY, (347)497-5150 344018, Copley Coffee 1, LLC, 455 Park Ave S, New York, NY, (212)213-9010 344267, St James Donuts LLC, 430 North Country Rd Suite 1, Saint James, NY, (631)584-5874

455

Combo Current Franchisees

344454, Metro Franchising Commissary LLC, 840 Carman Ave, Westbury, NY, (516)333-0344 344497, Flora Enterprise, Inc., 274 E. 149th St, Bronx, NY, (718)292-1478 344530, WESTSIDE DONUT DEER PARK VENTURES LLC, 501 Commack Rd, Deer Park, NY, (631)586-0304 344558, Westside Donut Bay Shore Ventures LLC, 1750 Fifth Ave, Bayshore, NY, (631)231-1650 344580, Sicomac Partners-Orange, Inc., 26 W Orangeburg Rd, Orangeburg, NY, (845)398-9702 344821, Kings High Corporation, 1243 Surf Ave, Brooklyn, NY, (718)265-0102 344829, WJDS Systems Inc., 545 Uniondale Ave, Uniondale, NY, (516)280-3160 345234, Shan-E-Panjab, Inc., 6366 108th St, Forest Hills, NY, (718)275-4575 345537, NYC 145 FOODS INC., 680 St Nicholas Ave, New York, NY, (212)281-0056 345768, The Emera Group Incorporated, 606 10th Avenue, New York, NY, (212)247-2400 346449, Prime Donut Corporation, 2514 Broadway, Astoria, NY, (718)728-0087 346759, NYC 114 FOODS INC, 2103 Frederick Douglass Blvd, New York, NY, (212)280-6414 347073, Copley Coffee 2, LLC, 140 E 34th St, New York, NY, (212)481-2905 348800, BSK Donuts LLC, 6 Ocean Ave, Lynbrook, NY, (516)256-2821 348971, Flavorit Place, Ltd, 20 Vanderbilt Pkwy, NorthShore Farms Center, Commack, NY, (631)499-2231 349014, Queens Place Donut Corp., 2412 Steinway St, Astoria, NY, (718)204-8408 349043, Alexashel Four Corp., 1148 Wantagh Ave, Wantagh, NY, (516)203-7344 349074, Great Spot of Stony Brook Inc., 1085 Route 25A, Stony Brook, NY, (631)689-0350 349077, WESTSIDE DONUT 34TH STREET VENTURES LLC, 316 W 34th St, New York, NY, (212)760-2600 349800, Multibrands Farmingdale Donuts Inc., 2109 Broadhollow Rd, Farmingdale, NY, (631)393-0910 350010, Manhattan Donut Corp., 4902 Vernon Blvd., Long Island City, NY, (718)433-4543 350145, Hudson Group (HG) Retail, LLC, et al, JFK Intl Airport, 500 Terminal Dr, Jamaica, NY, (718)244-0359 350254, ARVERNE DONUTS LLC, 6820 Rockaway Beach Blvd, Arverne, NY, (347)230-4213 350391, 81-11 NBG Inc., 8111 Broadway, Elmhurst, NY, (718)898-0110 350511, WESTSIDE DONUT 9TH AVE. VENTURES LLC, 484 9th Ave, New York, NY, (646)590-2933 350524, Deck 5-5425, LLC, 5510 5th Ave, Brooklyn, NY, (347)227-7184 350701, GREAT SPOT OF CENTEREACH INC., 1327 Middle Country Rd, Centereach, NY, (631)736-5186 350994, 25 43rd DONUTS LLC, 25 W 43rd St, New York, NY, (212)933-4630 351274, SRIDUTT INC., 1703 3rd Ave, New York, NY, (646)727-7744 351339, 201 Madison Street LLC, 201 Madison St, New York, NY, (212)566-5071 351823, WESTSIDE DONUT 42ND STREET VENTURES LLC, 323 W 42nd St, New York, NY, (646)861-1917 351929, LIBERTY AVENUE COFFEE CUP LLC, 14401 Liberty Ave, Jamaica, NY, (718)657-0518 351930, BEACH CHANNEL DRIVE THRU DONUTS LLC, 11320 Beach Channel Dr, Far Rockaway, NY, (347)230-4599 351935, 882 LEX DONUTS LLC, 882 Lexington Ave, New York, NY, (646)590-0946 352113, Eastport Donut Group, Inc., 20 Eastport Manor Rd, Eastport, NY, (631)801-6211 352140, Deck 5 - 8509 LLC, 8509 5th Ave, Brooklyn, NY, (718)833-6400 352191, KOSHER UNION TURNPIKE DONUTS LLC, 18823 Union Tpke, Fresh Meadows, NY, (347)548-4154 352286, Mott Ave Donuts LLC, 20-12 Mott Ave, Far Rockaway, NY, (718)471-0714 352314, Miller Place II Donuts LLC, 725 Route 25A Store #2, Miller place, NY, (631)228-4347 352393, Copley Coffee 2, LLC, 542 E 14th St, New York, NY, (646)484-5519 352512, 154 DONUTS INC., 1030 154th St, Whitestone, NY, (718)767-0009 352547, SOMERS DOUGHNUTS CORP, 325 Route 100, Town Center at Somers, Somers, NY, (914)276-7606 352671, Metro Franchising Commissary LLC, 15029 Crossbay Blvd Store #4, Jamaica, NY, (718)738-1245 352786, RICHMOND CORAL LLC, 1650 Richmond Ave, Coral Plaza, Staten Island, NY, (718)698-6940 353369, MIKAEL, INC., 317-325 E Kingsbridge Rd, Bronx, NY, (718)367-7022 353475, Twenty-Eighty Corp., 2050 Hempstead Tpke, East Meadow, NY, (516)794-7155 353779, Metro Franchising Commissary LLC, 7302 Austin St, Forest Hills, NY, (718)575-0892 353892, NYC 155 FOODS INC, 900 Saint Nicholas Ave, New York, NY, (646)340-3929 354025, CSN11 LLC, 193 W 237th St, Bronx, NY, (347)602-5756 354069, LEGACY LIBERTY QSR LLC, 5801 Woodside Ave, Woodside, NY, (718)458-1903 354124, MULTIBRANDS WEST ISLIP 343 UNION BLVD. OPERATING COMPANY LLC, 343 Union Blvd, West Islip, NY, (631)587-3300 354394, 1888 DONUTS INC., 1888 Eastchester Rd, Bronx, NY, (718)684-6440 354517, MULTIBRANDS LINDENHURST OPERATING COMPANY LLC, 320 E Montauk Hwy, Lindenhurst, NY, (631)225-2507 354671, CSN 12, LLC, 459 E 149th St, Bronx, NY, (718)292-0491 354846, NYC PARK FOODS INC, 57 E 125th St, New York, NY, (646)340-2446 355290, CANYON DONUTS GLEN COVE ROAD, INC., 251 Glen Cove Rd, Carle Place, NY, (516)500-9894 355462, Metro Franchising Commissary LLC, 24-28 Lowell Ave, Islip Terrace, NY, (631)224-1984 355712, NYC 143 FOODS INC., 3504 Broadway, New York, NY, (646)275-0683 355728, 2141 DONUTS INC, 2141 Williamsbridge Rd, Bronx, NY, (718)684-6144 355892, WESTSIDE DONUT 544 VENTURES LLC, 544 Avenue of the Americas, New York, NY, (212)727-0444 356058, Metro Franchising Commissary LLC, 16995 137th Ave, Rochdale Village Stores, Jamaica, NY, (718)738-1245 356376, SSK Donuts 2 LLC, 597 Route 25A, Rocky Point, NY, (631)849-6097 356378, JUNCTION DONUTS LLC, 37-76 Junction Blvd, Corona, NY, (718)397-5770 356450, NYC THIRD AVENUE FOODS INC, 147 E 116th Street, New York, NY, (646)597-9456 356490, WOODSIDE VALPAR LLC, 61-12 Roosevelt Ave, Woodside, NY, (718)205-7105 357252, BRONX BROOK FOODS INC, 513 E 138th St, Bronx, NY, (718)255-7530 357292, 453 ENTERPRISE INC., 453 Mother Gaston Blvd, Brooklyn, NY, (718)498-0178 358336, Maya Donut, LLC, 31-19 30th Ave, Astoria, NY, (718)956-3582 358374, Walli Associates Inc, 1621 Avenue U, Brooklyn, NY, (718)975-2565

456

Combo Current Franchisees

358650, 51 34th DONUTS LLC, 10 Park Ave, New York, NY, (646)454-9582 360679, REGO COMBO, LLC, 95-56 Queens Blvd, Rego Park, NY, (718)459-1872 Ohio 302106, PK Foods LLC, 27 N Springboro Pike, Dayton, OH, (937)439-1944 302277, Pramukh Vandan LLC, 2255 E Dublin Granville Rd, Columbus, OH, (614)392-1294 302387, RR Bhavani, Inc, 17801 Bagley Rd, Middleburg Heights, OH, (440)243-8787 304946, OM North Olmsted Donuts Inc., 26963 Lorain Rd, North Olmsted, OH, (440)734-2272 306594, Ghassan Azzi, 4740 Ridge Rd, Brooklyn, OH, (216)741-4438 336364, SQF Of Amherst, LLC, 5494 Leavitt Rd, Lorain, OH, (440)282-4440 336756, KAMM'S DONUTS, INC., 16204 Lorain Ave, Cleveland, OH, (216)812-3865 338519, OM STREETSBORO DONUTS INC, 9168 State Route 14, Streetsboro, OH, (330)422-1155 340548, OM WARRENSVILLE HEIGHTS DONUTS INC., 4959 Richmond Rd, Warrensville Heights, OH, (216)292-0455 341152, Duttguru Corporation, 1111 N Hamilton Rd, Gahanna, OH, (614)337-0750 341899, MAC'S CONVENIENCE STORES LLC, 1150 S Broadway, Geneva, OH, (440)466-1847 342094, Om Painesville Donuts Inc., 255 Richmond St, Painesville, OH, (440)354-7117 342373, FAIRFIELD DONUTS LLC, 6641 Dixie Hwy, Fairfield, OH, (513)874-4756 342449, MAC'S CONVENIENCE STORES LLC, 310 Tallmadge Rd, Cuyahoga Falls, OH, (330)929-2051 343184, Ghassan Azzi, 4233 Mayfield Rd, South Euclid, OH, (216)382-5937 344417, PK&D Foods LLC, 435 E Martin Luther King Dr, Cincinnati, OH, (513)281-3700 352878, Pramukh Vandan LLC, 2060 N High St, Columbus, OH, (614)826-2343 354521, SDAA LLC, 1812 Cleveland Rd, Wooster, OH, (330)601-0688 355318, Ramesh C. Arora, Manish Walia & Rachna Walia, 751 N Cable Rd, Lima, OH, (567)289-9125 355748, Timothy P. O'Hara, 114 Glover Dr, Mount Orab, OH, (937)444-7076 357512, MAHANT DONUTS LLC, 1220 Morse Rd, Columbus, OH, (614)420-2200 355991, MOORE DONUTS, LLC, 630 SW 4th St, Moore, OK, (405)735-8744 356488, Midwest Donuts, LLC, 2301 S Douglas Blvd Ste 145, Midwest City, OK, (405)582-2271 356871, Uptown Donuts, LLC, 323 NW 23rd St Ste 115, Oklahoma City, OK, (405)212-2376 359668, SEMINOLE INVESTORS LLC, 11242 Oklahoma 99, Seminole, OK, (405)303-2200 Pennsylvania 303596, North Versailles Coffee Ltd Liability Company, 1121 Lincoln Hwy, North Versailles, PA, (412)823-0301 310348, Sairam, Inc., 653 E Broad St, Souderton, PA, (215)799-0199 332941, BUSTLETON RETAIL BUSINESS LLC, 9834 Bustleton Ave, Philadelphia, PA, (215)676-0700 337322, J&V Management, Inc., 1181 Texas Palmyra Highway, Honesdale Mall, Honesdale, PA, (570)253-8480 338038, Mount Rose Enterprises, LLC, 1015 Mt. Rose Ave, YORK, PA, (717)848-3999 338972, Shanker Corp., 230 S Easton Rd, Glenside, PA, (215)887-3580 338973, BC Coffee 1, LLC, 800 Bustleton Pke, Richboro, PA, (215)357-1114 339616, KJ Donuts, Inc., 1630 E Wadsworth Ave, Philadelphia, PA, (267)621-4811 339782, Valley Donuts, Inc., 1870 Catasauqua Rd, Valley Plazza, Allentown, PA, (610)264-2890 340453, Shahil, Inc., 366 W. Main St, Leola, PA, (717)656-8040 340911, Shanti QSR, Inc., 2055 N Reading Rd, Denver, PA, (717)336-2332 341305, PA Wyomissing Foods LLC, 1 Cheltenham Drive, Wyomissing, PA, (610)927-9960 342206, Yamuna Donut, LLC, 745 W. Cypress St., Kennett Square, PA, (610)925-3552 342522, Shukan QSR, Inc., 2199 Cumberland St, Lebanon, PA, (717)272-1122 342770, May Brands, LLC, 1318 Wyoming Ave, Kingston, PA, (570)714-4449 343037, Neelkanth Investments LLC, 1 S Chester Rd, Swarthmore, PA, (484)472-8891 343079, OM GANABHUJE NAMAH LLC, 376 W Uwchlan, Downingtown, PA, (267)621-4830 343208, M and M Donuts, LLC, 4342 Linglestown Rd, Harrisburg, PA, (717)909-1222 343729, Queen Street Enterprises, LLC, 2175 S Queen St, York, PA, (717)741-0088 345051, Red Lion Enterprises, LLC, 3103 Cape Horn Rd, Red Lion, PA, (717)246-2666 349437, SCOTT'S CUP OF JOE, INC., 654 Millcreek Mall Unit 570, Erie, PA, (814)866-1121 352894, MAHAPRABHUJI INC., 110 E Street Rd, Feasterville Trevose, PA, (267)621-4826 353710, Ardmore Donuts LLC, 12 Greenfield Ave, Ardmore, PA, (610)649-3684 357533, WILDBREEZE LLC, 16563 Lincoln Highway, Gateway Travel Center, Breezewood, PA, (814)735-7241 358499, HRG Bloomfield, LLC, 5241 Liberty Ave, Pittsburgh, PA, (412)586-7127 358535, GN SHREWSBURY LLC, 549 S Main St, Shrewsbury, PA, (717)759-2062 South Carolina 302068, Gallion Group, Inc., 1525 Broad River Rd, Columbia, SC, (803)798-6630 336908, Rocky Hill Eatery, LLC, 1932 Springsteen Rd, Rock Hill, SC, (803)325-2305 338554, Best Bite, Inc., 593 Highway 90 E, Little River, SC, (843)280-7530 340400, Best Bite, Inc., 2901 S Highway 17, Murrells Inlet, SC, (843)357-8411 340729, Carolina Restaurant Partners LLC, 8709 U.S. Hwy 17, Surfside Beach, SC, (843)215-8124 341236, Bullwinkle Donuts, LLC, 2677 Celanese Rd, Rock Hill, SC, (803)980-3865 350258, 8501 DORCHESTER ROAD, LLC, 8507 Dorchester Rd, North Charleston, SC, (843)628-0778 350890, INDIAN LAND SC, LLC, 8374 Charlotte Hwy Suite 100, Indian Land, SC, (803)802-3020 351124, Hudson Group (HG) Retail, LLC and Branded Works, Inc.,, 2000 GSP Dr, Greenville-Spartanburg Airport, Greer, SC, (864)655-5362 353079, Best Bite, Inc., 4282 River Oaks Dr Suite A, Myrtle Beach, SC, (843)796-2084

457

Combo Current Franchisees

358847, Best Bite, Inc., 7102 N Kings Highway, Myrtle Beach, SC, (843)449-9383 Tennessee 343536, ROUTE 65, LLC, 9100A Carothers Pkwy Ste 101, Franklin, TN, (615)778-0099 345184, Route 40, LLC, 14835 Lebanon Rd, Coolview Commons, Old Hickory, TN, (615)758-2189 345186, Route 40, LLC, 5205 Old Hickory Blvd, Hermitage Commons, Hermitage, TN, (615)885-7764 345354, Route 40, LLC, 1545 Nashville Pike Suite 101, Gallatin, TN, (615)230-0050 350299, Poplar Donuts, LLC, 5150 Poplar Ave, Memphis, TN, (901)766-9903 350728, ROUTE 65, LLC, 2098 Wall St, Spring Hill, TN, (615)302-3579 356411, ROUTE 65, LLC, 1041 Sgt Asbury Hawn Way, Smyrna, TN, (615)459-3004 362261, CBG Wilma Rudolph LLC, 2531 Wilma Rudolph Boulevard, Clarksville, TN, Not available Texas 306422, Sunrin Group, Inc., 2001 Coit Rd Suite 321, Plano, TX, (972)985-9994 331574, Swetika Corporation, 7510 Highway 6 N, Houston, TX, (281)463-0966 346510, Fort Worth Donuts, Inc., 9629 White Settlement Rd, Fort Worth, TX, (682)707-2930 349238, National Pizza Restaurants, Inc., Houston Hobby Airport, 7800 Airport Blvd, Houston, TX, (713)640-8601 349738, Coffee Action West, LLC, 1851 S Lakeline Blvd, Cedar Park, TX, (512)382-5658 350093, Cedar Hill Donuts, Inc., 650 Uptown Blvd, Cedar Hill, TX, (972)291-5727 351153, The Grove, Inc., DFW Int. Airport, 3200 E Airfield Dr, Dallas, TX, (972)574-4616 351331, Upcounty Texas Donuts LLC, 4130 Fairmont Pkwy, Pasadena, TX, (281)487-0694 351500, AFCO Bakeries No. 1, LLC, 5105 Walzem Rd, Windcrest, TX, (210)277-7030 351716, EKTA Holdings Inc., 6127 FM 2920 Rd, Spring, TX, (832)639-8820 351869, TX-DKB Fry Road LLC, 3061 N Fry Rd, Katy, TX, (281)712-8054 351952, TX-DKB Fry Road LLC, 7017 Barker Cypress Rd, Cypress, TX, (281)758-8118 351985, Mesquite Country Business Venture, LLC, 9230 Potranco Rd, San Antonio, TX, (210)451-0929 352053, Upcounty Texas Donuts LLC, 2340 Marina Bay Dr, League City, TX, (281)332-1839 352196, Upcounty Texas Donuts LLC, 10840 Scarsdale Blvd, Houston, TX, (281)481-1929 352267, QUALITY BRAND GROUP TEXAS LLC, 2101 Lakeview Pkwy Ste 100, Rowlett, TX, (972)412-7009 352483, Coffee Action West, LLC, 20371 Interstate Highway 35, Kyle, TX, (512)268-1200 352495, Burleson Donuts, Inc., 735 SW Wilshire Blvd, Burleson, TX, (682)703-2079 352496, QUALITY BRAND GROUP TEXAS LLC, 14841 Coit Rd, Dallas, TX, (972)788-8120 352510, STEP Values LLC, 7723 Milwaukee Ave, Lubbock, TX, (806)589-0196 352573, STEP Values LLC, 7901 University Ave, Lubbock, TX, (806)686-1306 352584, Jai Meladi Donut of Dallas, LLC, 116 S Custer Rd, McKinney, TX, (972)347-6164 352712, MM DONUTS CONROE 75 LLC, 800 N Loop 336 W, Conroe, TX, (936)828-3939 353252, Anju Donuts of Dallas LLC, 1400 W Southwest Loop 323, Suite 120, Tyler, TX, (903)201-6990 353319, Coffee Action West, LLC, 551 TX Hwy 71, Bastrop, TX, (512)985-5347 353432, SAI 3 Franchising, LLC, 18235 Bulverde Rd, Ste 102, San Antonio, TX, (210)530-8342 353796, BINGLE, LLC, 5101 Bingle Rd Suite 100, Houston, TX, (281)414-3785 353933, QUALITY BRAND GROUP TEXAS LLC, 711 S Industrial Blvd Suite 120, Euless, TX, (817)685-1011 354018, STEP Values LLC, 2823 Western Ave, Amarillo, TX, (806)553-2274 354395, Round Rock Real Estate LLC, 1610 E Parmer Lane, Austin, TX, (512)487-5578 354645, ALAMO DONUTS LLC, 403 San Pedro Avenue, San Antonio, TX, (210)988-3333 354668, SAI FRANCHISING 4, L.L.C., 23503 Hardy Oak Blvd Suite 101, San Antonio, TX, (210)481-9229 354801, STEP Values LLC, 4328 50th St, Lubbock, TX, (806)686-0825 354857, Anju Donuts of Dallas LLC, 2801 North St, Nacogdoches, TX, (936)305-5123 355010, FM78 Donuts, LLC, 8250 FM 78, Converse, TX, (210)272-0787 355149, Anju Donuts of Dallas LLC, 4405 Highway 42 N, Kilgore, TX, (903)345-6050 355348, EKTA Holdings Inc., 3085 College Park Dr, Suite A, Conroe, TX, (936)224-4951 355399, Shahbaz Raza, 36311 Interstate 10 W, Stuckey's Travel Plaza, Winnie, TX, (409)374-2010 355498, STEP Values LLC, 4411 Soncy Ave, Amarillo, TX, (806)731-8616 355680, 7272 DONUTS, INC., 7272 Culebra Rd, San Antonio, TX, (210)370-3566 355681, Boerne Donuts, Inc., 214 W Bandera Rd, Boerne, TX, (830)331-2251 355856, Anju Donuts of Beaumont, LLC, 6392 Phelan Blvd, Beaumont, TX, (409)860-9262 355896, Round Rock Real Estate LLC, 166 Hargraves Dr, Austin, TX, (512)582-0156 356329, Anju Donuts of Houston, LLC, 2222 Rayford Rd, Spring, TX, (281)972-6142 356586, ANJU DONUTS OF SPRING, LLC, 2203 Spring Stuebner Rd, Spring, TX, (281)972-0511 356611, STEP Values LLC, 2901 S 14th St, Abilene, TX, (325)261-4918 356744, STEP Values LLC, 11435 Quaker Ave, Lubbock, TX, (806)416-5652 356895, WF DONUTS LLC, 4519 Kemp Blvd, Wichita Falls, TX, (940)386-3716 357149, Anju Donuts of Beaumont 2, LLC, 112 S Main St, Lumberton, TX, (409)227-4772 357201, DOMINION DONUTS, INC., 21715 W Interstate 10, San Antonio, TX, (210)600-3270 357220, Anju Donuts of Forth Worth, LLC, 5801 Office Park Dr, Arlington, TX, (817)563-9474 357285, The Grove, Inc., DFW Int. Airport, 3200 E Airfield Rd, Dallas, TX, (972)973-4786 357325, Anju Donuts of Beaumont 2, LLC, 580 N Main St, Vidor, TX, (409)422-0645 357649, OSO Coffee Company LLC, 2250 Clear Creek Rd, Killeen, TX, (254)519-0000 357672, Shahbaz Raza, 17498 Interstate 10, Stuckeys Fannett, Beaumont, TX, (409)794-3021 357741, QUALITY BRAND GROUP TEXAS LLC, 834 N Hampton Rd, DeSoto, TX, (469)747-3103

458

Combo Current Franchisees

357958, OSO Coffee Company LLC, 1701 Hewitt Dr, Waco, TX, (254)294-8869 358035, OSO Coffee Company LLC, 529 E Knights Way, Harker Heights, TX, (254)213-0400 358703, SAI 7 Franchising, LLC, 11910 Blanco Road Suite 105, San Antonio, TX, (210)910-5009 358743, Sai 6 Franchising, LLC, 1667 W State Highway 46 Suite 400, New Braunfels, TX, (830)327-1240 359644, OSO Coffee Company LLC, 12061 FM 2154, College Station, TX, (979)422-1480 Utah 358217, HARTMAN HOLDINGS, INC., 6052 Fir Ave Building 1235, Hill Air Force Base, UT, (385)298-0137 Virgnia 301767, Dumfries Donuts, Inc., 18021 Main St, Dumfries, VA, (703)441-1837 303740, Shrikrishna Corporation, 305 Garrisonville Rd Ste 102, Stafford, VA, (540)659-4223 304706, Woodbridge Donuts, Inc., 13607 Jefferson Davis Hwy, Woodbridge, VA, (703)491-8089 306326, HDSD, Inc., 3900 Holland Rd, Virginia Beach, VA, (757)463-1748 306659, HDSD, Inc., 1435 Battlefield Blvd N, Chesapeake, VA, (757)436-2285 307070, VIRGINIA DONUTS XVI, LLC, 5026 George Washington Mem Hwy, Grafton, VA, (757)890-0906 307670, Neelkanth Corporation, 521J E. Market St, Leesburg, VA, (703)777-2694 330215, Winchester Donuts, L.L.C., 345 W Reservoir Rd, Woodstock, VA, (540)459-5800 331809, DVA Columbia-3100, LLC, 3100 Columbia Pike, Arlington, VA, (703)271-1004 335717, DVA Jefferson-3325, LLC, 3325 Jefferson Davis Hwy, Alexandria, VA, (703)548-2413 335797, Auburndale Donut Group Investment LLC, 47010 Community Plz Suite 180, Sterling, VA, (703)433-9000 335956, DVA Columbia-5701, LLC, 5701 Columbia Pike, Falls Church, VA, (571)481-4239 337642, Winchester Donuts, L.L.C., 1462 N Frederick Pike, Winchester, VA, (540)722-3800 340310, JLA - Donuts, LLC, 5113 Oaklawn Blvd, Hopewell, VA, (804)352-7968 340875, Staunton Richmond LLC, 1028 Richmond Ave, Staunton, VA, (540)885-5147 340884, JLA - Donuts, LLC, 13847 Hull Street Rd, Midlothian, VA, (804)818-2429 341252, Auburndale Donut Group Investment LLC, 42876 Truro Parish Dr, Ashburn, VA, (703)723-0350 341409, Jerome And Brenda And Associates, Inc., 13585 Minnieville Rd, Woodbridge, VA, (703)590-3544 341545, NOVA CBC, LLC, 2201 Old Bridge Rd, Tackett's Mill Shopping Ctr, Lake Ridge, VA, (703)490-5035 342341, DVA Lee-3520, LLC, 3520 Lee Hwy, Arlington, VA, (703)294-4024 343294, NOVA CBC, LLC, 1500 Belle View Blvd, Alexandria, VA, (703)778-1135 343316, Winchester Donuts, L.L.C., 760 Warrior Dr, Stephens City, VA, (540)868-9692 343403, RIYA ENTERPRISES LLC, 2229 Plank Rd, Rte 3,Village Center, Fredericksburg, VA, (540)899-2007 343544, Madi Krupa Food, LLC, 8119 Watson St, McLean, VA, (703)226-3656 343718, HDSD, Inc., 1100 Cedar Rd, Chesapeake, VA, (757)548-2440 344087, Auburndale Donut Group Investment LLC, 8525 Rolling Rd, Manassas, VA, (703)330-4411 344265, EC Edsall, LLC, 6451 Edsall Rd, Alexandria, VA, (703)256-4534 348237, Winchester Donuts, L.L.C., 8153 John Mosby Hwy, Boyce, VA, (540)837-9080 352073, Vigario Investment Seven, LLC, 7421 Sudley Rd, Manassas, VA, (703)331-3002 353496, Vigario Investment Eight, LLC, 12701 Shoppes Ln, Fairfax, VA, (703)818-7480 353725, Sodexo Operations, LLC, 1 Champion Circle, Liberty University, Lynchburg, VA, (434)592-4745 354082, RIYA2 ENTERPRISES LLC, 5101 Jefferson Davis Hwy, Fredericksburg, VA, (540)693-1305 354632, Vigario Investment Nine, LLC, 7797 Centreville Rd, Manassas, VA, (703)331-0160 355814, AASHNI ENTERPRISES LLC, 5231 James Madison Parkway, King George, VA, (540)413-1404 357066, Luray LGS LLC, 1046 US Highway 211 W, Luray, VA, (540)860-5648 357203, DVA Clarendon - 3009, LLC, 3009 N Clarendon Blvd, Arlington, VA, (571)312-7752 359071, RIYA BJS LLC, 1800 Carl D Silver Parkway, Walmart, Fredericksburg, VA, (540)207-8082 359114, Vigario Investment Fifteen, LLC, 44135 Ashbrook, Marketplace Plaza, Ashburn, VA, (571)291-9465 Wisconsin 341519, Manvee, Inc., 6026 Washington Ave, Racine, WI, (262)884-0404 342377, Rhyan Management Co., 1905 Center Ave, Janesville, WI, (608)758-9937 358461, Milwaukee Coffee Hospitality Menomonee Falls #2 LLC, N82 W15272 Appleton Ave, Menomonee Falls, WI, (262)875-9171 359438, Tmart Operations I, LLC, 110 W Bridge St, Wausau, WI, (715)660-0015 359468, DAIRYLAND OPERATIONS, LLC, 1610 W Washington St, West Bend, WI, (262)622-8148 359562, DAIRYLAND OPERATIONS, LLC, 3506 Calumet Ave, Manitowoc, WI, (920)717-8065 West Virginia 342994, Goldwater Ranson, LLC, 33 W. Virginia Way, Ranson, WV, (304)724-7030 354117, GIGA RETAILS INCORPORATED, 42 Vantage View Dr, Falling Waters, WV, (304)274-6187 358056, GEMA RETAILS INCORPORATED, 980 Foxcroft Ave, Martinsburg, WV, (304)229-2115 Wyoming 357148, HARTMAN HOLDINGS, INC., 6305 Missile Dr, FE Warren AFB, WY, (307)637-2818

459

Combo Current Franchisees

List of Current Combo Area Developers: Note: The list of currently operating Combo Area Developers is sorted by DMA: SDA PC#, DMA, Franchisee Name, Franchisee City, State, Email or Phone (if available) SDA-52843, 503-Macon, GA, QSR Group LLC, 4249 Woods Creek Ln, Suwanee, GA, hrp.patel@outlook.com SDA-53003, 505-Detroit, MI, Kardo Rasha, 1800 N. Sawgrass Rd, Vernon Hills, IL, kardo@thekardogroup.com SDA-53167, 505-Detroit, MI, AVE CAFE, LLC, 12951 Michigan Ave, Dearborn, MI, aldak12@yahoo.com SDA-53176, 505-Detroit, MI, Nicholas Shango and Masoud Shango, 5550 Hampshire Dr, West Bloomfield, MI, shangoassociates@yahoo.com SDA-53148, 508-Pittsburgh, PA, Heartland Restaurant Group, LLC, 28 Market Sq, Pittsburgh, PA, ejaten@edenpropertycompany.com SDA-52455, 510-Cleveland, OH, SDAA LLC, 2018 Great Trails Dr, Wooster, OH, mrarora@funkypeople.com SDA-52684, 511-Washington, DC, Sachin Shah, 325 Madison Ave, Hasbrouck Heights, NJ, sksmgmt@gmail.com SDA-52691, 511-Washington, DC, The Java Group, LLC, 22861 Three Notch Rd, California, MD, mariaisabelicaza@gmail.com SDA-52698, 511-Washington, DC, LUIS GROUP FIVE, LLC, 13810 Connecticut Ave, Silver Spring, MD, maria.luis@luisgroup.net SDA-52914, 511-Washington, DC, Vigario Management Corp., 9161 Liberia Ave. Suite 401, Manassas, VA, david.cabral@vigariomgmt.com SDA-52967, 511-Washington, DC, Prakashchandra Shah & Babubhai Patel, 18777 Diller Dr, Hagerstown, MD, pvshah8@gmail.com SDA-53079, 513-Flint/Saginaw, MI, Nicholas Shango & Masoud Shango, 5550 Hampshire Dr, W. Bloomfield, MI, shangoassociates@yahoo.com SDA-52724, 524-Atlanta, GA, Sandip M. Patel and Ronakkumar C. Patel, Po Box 306, Stockbridge, GA, smpatel525@yahoo.com SDA-53086, 524-Atlanta, GA, IOAN DONUTS HOLDINGS, LLC, 9855 Rod Road, Alpharetta, GA, laskaris9@aol.com SDA-52985, 529-Louisville, KY, ANJU DONUTS OF LOUISVILLE LLC, 271 Ashley Place, Paramus, NJ, rajivmehta@verizon.net SDA-52963, 535-Columbus, OH, Tushar Patel and Yogesh Patel, PO Box 629, Lewis Center, OH, tshrptl@gmail.com SDA-52715, 539-Tampa/Sarasota, FL, Minerva, Inc., 10416 Lost Boys Lane, Riverview, FL, napostoleres@aol.com SDA-52933, 560-Raleigh/Durham, NC, Pinehurst Donuts, LLC, 95 Market Sq, Ste 2a, Pinehurst, NC, pcorso@nc.rr.com SDA-52913, 566-Harrisburg, PA, Brijesh J. Patel and Panesh J. Patel, 155 Amor Drive, Hershey, PA, paneshpatel@gmail.com SDA-53171, 570-Myrtle Beach, SC, SHREEJI DONUTS, INC., 1051 Ronald Reagan Drive, Fayetteville, NC, shreeji7249@gmail.com SDA-53115, 581-Terre Haute, IN, T H DONUTS, INC., 1009 Carmbridge Drive, Schererville, IN, davepatel1009@yahoo.com SDA-52486, 600-Corpus Christi, TX, Sizzling Donuts, LLC, 348 E 6400 S Ste 200, Murray, UT, mitchell.lowe@splat.com SDA-52803, 602-Chicago, IL, Gold-Aly-Two, Inc., 1109 Maple Ave, Lisle, IL, mithani2@gmail.com SDA-53162, 602-Chicago, IL, DIYA HOLDINGS, LLC, 2847 Forest Creek Ln, Naperville, IL, sanjeevkhatau@gmail.com SDA-52819, 609-St Louis, MO, SANDWICH GROUP INC., 2608 W Peterson Ave, Chicago, IL, vipul721@me.com SDA-52887, 613-Minneapolis, MN, Eliasco LLC, 12508 Norway Cir, Burnsville, MN, CoffeewithElias@comcast.net SDA-52891, 617-Milwaukee, WI, MILWAUKEE COFFEE HOSPITALITY LLC, 223 Washington Street, Chicago, IL, amish.patel@sevabrands.com SDA-53142, 617-Milwaukee, WI, Tmart Operations I, LLC, 1171 S Wisconsin Dells Pkwy, Lake Delton, WI, garygussel@travelmartinc.com SDA-53169, 618-Houston, TX, Manchester Enterprises, LLC, 9121 Elizabeth Road, Suite 105, Houston, TX, jtoic@firsthartford.com SDA-53231, 618-Houston, TX, TX-DKB Ventures LLC, 12826 Murphy Rd, Stafford, TX, amiller@garza-mgmt.com SDA-53261, 618-Houston, TX, SHMARK Restaurant Group, LLC, 11601 Shadow Creek Pkwy, Pearland, TX, Normanscoops31@att.net SDA-52754, 623-Dallas, TX, QUALITY BRAND GROUP TEXAS LLC, 13535 Preston Road, Dallas, TX, hank.huth@iocoffee.com SDA-53030, 623-Dallas, TX, Swami Donut of Dallas, LLC, 4821 Rustic Trail, Midland, TX, hmpatel00@aol.com SDA-53233, 623-Dallas, TX, Priceless Coffee, Inc., 3405 Spectrum Blvd, Richardson, TX, kaizen20@aol.com SDA-53242, 623-Dallas, TX, Gratitude Restaurant Group, Inc., 9002 N Maryland St, Niles, IL, rishad.rajabali@rajabaligroup.com SDA-52849, 625-Waco, TX, OSO Coffee Company LLC, 1104 Camden Ct, Waco, TX, john@osocoffeecompany.com SDA-52427, 635-Austin, TX, Coffee Action West, LLC, 7 West 18th St, 6th Floor, New York, NY, mkarsch@hunterpeak.com SDA-52944, 641-San Antonio, TX, Mesquite Country Business Venture, LLC, 8739 Bandera Rd, San Antonio, TX, rishad.rajabali@rajabaligroup.com SDA-53133, 641-San Antonio, TX, Mesquite Country Business Venture, LLC, 8739 Bandera Rd, San Antonio, TX, rishad.rajabali@rajabaligroup.com SDA-53179, 641-San Antonio, TX, PSP Franchising, LLC, 11410 Rendezvous Dr, San Antonio, TX, pspfranchising@gmail.com SDA-53221, 641-San Antonio, TX, AFCO BAKERIES, LLC, 19907 Wild Crst, Garden Ridge, TX, ajferrera@afcoconstructors.com SDA-52847, 643-Lake Charles, LA, SWLA DELIGHTS, L.L.C., 900 Gertsner Memorial Drive, Lake Charles, LA, vick.awan@yahoo.com SDA-52947, 649-Evansville, IN, MARUTI DONUTS, INC., 1009 Cambridge Drive, Schererville, IN, taru2350@gmail.com SDA-52999, 658-Green Bay/Appleton, WI, Tmart Operations I, LLC, 1100 Turnberry Ct, Waunakee, WI, garygussel@travelmartinc.com SDA-52861, 659-Nashville, TN, CAPITAL BRANDS GROUP TN LLC, 1780 Tiny Town Road, Clarksville, TN, romar@capitalbrandsgroup.com SDA-53009, 675-Peoria/Bloomfield, IL, BLOOMINGTON ICE CREAM AND DONUTS INC., 7912 Tanglewood Trails Drive, Yorkville, IL, hareshapatel77@gmail.com SDA-53141, 676-Duluth, MN/Superior, WI, Tmart Operations I, LLC, 1171 S Wisconsin Dells Pkwy, Lake Delton, WI, garygussel@travelmartinc.com SDA-52869, 686-Mobile, AL/Pensacola, FL, PANAMA CITY DONUT NETWORK, LLC, 18417 US 19n, Clearwater, FL, vikp@cdndd.com SDA-53001, 702-La Crosse/Eau Claire, WI, Tmart Operations I, LLC, 1100 Turnberry Ct, Waunakee, WI, garygussel@travelmartinc.com SDA-52758, 717-Quncy/Hannibal, MO, Hagos & Patel Network LLC, 921 Canham St, Plano, IL, hareshapatel77@gmail.com SDA-53091, 751-Denver, CO, AVALANCHE COFFEE LLC, 111 Viera Drive, Palm Beach Gardens, FL, mark@avalanchecoffee.net SDA-52971, 752-Colorado Springs, CO, JB Partners CS, LLC, 450 N Mcclintock Dr, Ste 102, Chandler, AZ, bhayenga1@gmail.com SDA-53120, 753-Phoenix, AZ, QUALITY BRAND GROUP ARIZONA LLC, 3137 East Cactus Road, Phoenix, AZ, hank.huth@iocoffee.com SDA-53150, 770-Salt Lake City, UT, Cups of Coffee LLC, 2880 E 14th N, Idaho Falls, ID, jim@cscid.com SDA-53074, 773-Grand Junction, CO, JB Partners CS, LLC, 450 N Mcclintock Dr, Ste 102, Chandler, AZ, bhayenga1@gmail.com SDA-53073, 789-Tucson, AZ, USHA LLC, 522 W Mariposa Rd, Nogales, AZ, jeeten@engineer.com SDA-53116, 790-Albuquerque, NM, NMR, LLC, 17w662 Butterfield Rd, Oakbrook Terrace, IL, ahabib@zjgroup.net SDA-52928, 803-Los Angeles, CA, Precision Hospitality & Development, LLC, 1200 Newport Center Dr , Newport Beach, CA, joe.haupt@spectrum-development.com SDA-52943, 803-Los Angeles, CA, Prell Restaurant Group, LLC, 3720 S Susan St, Santa Ana, CA, coby@prellgroup.com SDA-52729, 807-San Francisco, CA, Mohammed Abid Hussain and Shanaz Hussain, Po Box 3001, Nice, CA, m.hussain@mchsi.com

460

Combo Current Franchisees

SDA-53021, 825-San Diego, CA, SAWS, LLC, 1250 Prospect St Ste 200, La Jolla, CA, nealw@san.rr.com SDA-52987, 868-Chico/Redding, CA, Far North Restaurant Ventures, LLC, 3300 Irvine Ave, Newport Beach, CA, rick@arraycon.com

461

Appendix VII – B: List of Former Combo Franchisees

APPENDIX VII-B:

List of Former Combo Franchisees

December 29, 2019 to December 26, 2020 (Fiscal Year 2020) Franchisees Who Sold Their Restaurants, or are Otherwise

No Longer in Business at the Indicated Location* Dunkin’ and Baskin-Robbins are required to provide franchise candidates with the following list of "former" franchisees. To be listed, a franchisee, at one of his/her Restaurants, must have been involved in a transaction falling into one of the categories listed below. While some of the listed franchisees may have been terminated for violations of their franchise agreements or left the System because of poor operating results, THIS IS NOT A LIST OF FRANCHISEES WHOSE BUSINESSES HAVE FAILED. Most of the former franchisees on the list sold one or more Restaurants. When this occurs, we usually assign or terminate their franchise agreement and add the sellers to this list. A number of the "former" franchisees may be currently operating other Restaurants. The vast majority of listed Restaurants are still operating. To better understand the transactions from which the following list was generated, please refer to the franchisee statistical information section of this Disclosure Document.

*Definition required by the Federal Trade Commission: A list of every franchisees who had an outlet terminated, cancelled, not renewed, or otherwise ceased to do business under the franchise agreement during our most recently completed fiscal year or who has not communicated with us within 10 weeks of the issuance date of this Disclosure Document.

If you buy this franchise, your contact information may be disclosed to other buyers when you leave the franchise system. Note: The list of Combo franchisees who have left the system in the last fiscal year is divided alphabetically by Restaurant state location.

Restaurant Number, Restaurant City & State, Former Franchisee’s Name, City, State, Phone and/or Email Address Alabama 351825, Pell City, AL, Amish Patel, West Palm Beach, FL, amishpatel@dunkinnetwork.com Arkansas 354447, Arkadelphia, AR, ARK-MC Enterprises, Inc., Hot Springs, AR, mcduffie01@comcast.net 352020, Hot Springs, AR, Eric McDuffie, Little Rock, AR, ericmcduffie16@yahoo.com California 352122, San Diego, CA, Robert Fox, Pittsford, NY, Rafox4455@gmail.com Colorado 353391, Fort Collins, CO, 3 B's Hospitality, Inc., Alpharetta, GA, dougpatterson1@me.com 354140, Windsor, CO, 3 B's Hospitality, Inc., Alpharetta, GA, dougpatterson1@me.com 358710, Windsor, CO, 3 B's Hospitality, Inc., Alpharetta, GA, dougpatterson1@me.com Connecticut 337479, Shelton, CT, William Dymerski, Shelton, CA, Dunkinshelton@msn.com 346758, Trumbull, CT, Gayatri Rao-Mahesh, Easton, CT, gayatrimahesh@aol.com District of Columbia 341536, Washington, DC, DDC Management, LLC, Westborough, MA, konse@comcast.net 342506, Washington, DC, DDC Management, LLC, Westborough, MA, konse@comcast.net 353991, Washington, DC, Syed Zafar Basit Rizvi, Ellicott City, MD, basitzafar83@gmail.com Delaware 344325, Millsboro, DE, George Nistazos, Towson, MD, gnistazos@aol.com

462

Appendix VII – B: List of Former Combo Franchisees

Florida 350967, Altamonte Springs, FL, James Lemieux, Windermere, FL, jimlemieux@msn.com 338964, Apopka, FL, MAC ORLANDO HOLDINGS, LLC, Orlando, FL, andrade50@aol.com 332848, Boca Raton, FL, Atul Patel, Boca Raton, FL, apatel@delraydonuts.com 338392, Coconut Creek, FL, Florida Coffee Holdings, LLC, Palm Beach Gardens, FL, mcafua@cafuamanagment.com 338748, Eustis, FL, MAC ORLANDO HOLDINGS, LLC, Orlando, FL, andrade50@aol.com 338647, Fern Park, FL, MAC ORLANDO HOLDINGS, LLC, Orlando, FL, andrade50@aol.com 300904, Fort Lauderdale, FL, Mahnaz Zahedi, Boca Raton, FL, mjfallah@aol.com 340468, Holiday, FL, Michelle Anahory, Holiday, FL, nbdonuts@gmail.com 339926, Hollywood, FL, CQ 1, LLC, Methuen, MA, tiffany@ehglaw.com 338728, Jensen Beach, FL, CFI Management LLC, Methuen, MA, 978-685-7598 330930, Kissimmee, FL, Louis Arruda, Kissimmee, FL, 518-424-2526 335465, Kissimmee, FL, Timothy Cloe, Orlando, FL, timcloe@comcast.net 350389, Lady Lake, FL, MAC ORLANDO HOLDINGS, LLC, Orlando, FL, andrade50@aol.com 302514, Lake Mary, FL, MAC ORLANDO HOLDINGS, LLC, Orlando, FL, andrade50@aol.com 338904, Margate, FL, CFI Management LLC, Methuen, MA, 978-685-7598 304649, Miami, FL, CFI Management LLC, Methuen, MA, 978-685-7598 332745, Miramar, FL, Florida Coffee Holdings, LLC, Palm Beach Gardens, FL, mcafua@cafuamanagment.com 336484, New Port Richey, FL, Michelle Anahory, New Port Richey, FL, nbdonuts@gmail.com 304593, North Miami Beach, FL, CFI Management LLC, Methuen, MA, 978-685-7598 332989, Orange City, FL, MAC ORLANDO HOLDINGS, LLC, Orlando, FL, andrade50@aol.com 330155, Orlando, FL, Pedro Santos, Orlando, FL, psantos65@sbcglobal.net 336444, Orlando, FL, MAC ORLANDO HOLDINGS, LLC, Orlando, FL, andrade50@aol.com 338030, Orlando, FL, MAC ORLANDO HOLDINGS, LLC, Orlando, FL, andrade50@aol.com 338649, Orlando, FL, MAC ORLANDO HOLDINGS, LLC, Orlando, FL, andrade50@aol.com 338746, Orlando, FL, Pedro Santos, Orlando, FL, psantos65@sbcglobal.net 352475, Orlando, FL, MAC ORLANDO HOLDINGS, LLC, Orlando, FL, andrade50@aol.com 343638, Oviedo, FL, Regis Darosa, Norton, MA, regisrtd@aol.com 356352, Parkland, FL, Mahnaz Zahedi, Boca Raton, FL, mjfallah@aol.com 355660, Pembroke Pines, FL, Mahnaz Zahedi, Boca Raton, FL, mjfallah@aol.com 338692, Port Saint Lucie, FL, CFI Management LLC, Methuen, MA, 978-685-7598 352886, Saint Pete Beach, FL, Aaron Anderson, St. Pete's Beach, FL, aanderson7777@gmail.com 339744, Sanford, FL, MAC ORLANDO HOLDINGS, LLC, Orlando, FL, andrade50@aol.com 307523, Spring Hill, FL, Susan Masson, Spring Hill, FL, smasson@stcdonuts.com 302943, Stuart, FL, CFI Management LLC, Methuen, MA, 978-685-7598 338730, Stuart, FL, CFI Management LLC, Methuen, MA, 978-685-7598 352558, Tallahassee, FL, Solebury Coffee & Donuts Tallahassee LLC, Stamford, CT, sunil.nrmventures@gmail.com 340628, The Villages, FL, MAC ORLANDO HOLDINGS, LLC, Orlando, FL, andrade50@aol.com Georgia 301816, Athens, GA, Amin Premjee, Alpharetta, GA, peachtreeinvestor@gmail.com 310088, Atlanta, GA, Kurban Kurani, Anchorage, AK, kurban@kuraniinc.com Illinois 335178, Chicago, IL, Ashok Pandya, Northbrook, IL, ashokpandya60@gmail.com 336025, Chicago, IL, SEVA Companies LLC, Chicago, IL, amish.patel@sevabrands.com 342326, Chicago, IL, Janak Khatau, Naperville, IL, skhatau1@hotmail.com 342769, Chicago, IL, Haresh Patel, Chicago, IL, hareshapatel77@gmail.com 349361, Chicago, IL, Kajal Patel, Norridge, IL, kaj80@yahoo.com 352037, Chicago, IL, SEVA Companies LLC, Chicago, IL, amish.patel@sevabrands.com 343679, Fox River Grove, IL, Mahesh Parikh, South Barrington, IL, 773-425-7810 346939, Mount Prospect, IL, Aziz Nathani, Glenview, IL, aziz.nathani@nemnetwork.com 340253, Rosemont, IL, Ashok Pandya, Northbrook, IL, ashokpandya60@gmail.com 347935, Waukegan, IL, Jayantilal Patel, Lake Zurich, IL, jayppatel@jsnnetwork.com Maryland 303435, Annapolis, MD, Amrut Patel, Crofton, MD, ajandsavita2@yahoo.com 347105, Baltimore, MD, Jaymin Patel, Ellicott City, MD, jaymin1967@yahoo.com 343507, Capital Heights, MD, Nilkanth Patel, Reisterstown, MD, nilkanth_patel@yahoo.com 343315, Gambrills, MD, DDC Management, LLC, Westborough, MA, konse@comcast.net 343781, Gambrills, MD, Amrut Patel, Crofton, MD, ajandsavita2@yahoo.com 349150, Laurel, MD, DDC Management, LLC, Westborough, MA, konse@comcast.net 342471, Taneytown, MD, Brent Fauntleroy, Gaithersburg, MD, brentfaunt@gmail.com Michigan 336549, Southfield, MI, Masoud Shango, West Bloomfield, MI, shangonetwork@gmail.com 304462, Sterling Heights, MI, Motown Hospitality Group LLC, Dearborn Heights, MI, amish.patel@sevabrands.com

463

Appendix VII – B: List of Former Combo Franchisees

336552, Warren, MI, Masoud Shango, West Bloomfield, MI, shangonetwork@gmail.com Missouri 353804, Columbia, MO, Anup Thakkar, Columbia, MO, athakkar@yahoo.com 356395, Columbia, MO, Anup Thakkar, Columbia, MO, athakkar@yahoo.com 357163, Columbia, MO, Anup Thakkar, Columbia, MO, athakkar@yahoo.com 357193, Jefferson City, MO, Anup Thakkar, Columbia, MO, athakkar@yahoo.com North Carolina 342104, Cary, NC, Alexander Smigelski, Mountain Lakes, NJ, asmigelski@gmail.com New Jersey 336872, Blackwood, NJ, Kaushik Patel, Avenel, NJ, Kaushik.patel@amqsr.com 308345, Brick, NJ, Atul Patel, Morganville, NJ, apatel1a@yahoo.com 300784, Cherry Hill, NJ, Piyush Amin, Maple Shade, NJ, pamin@smqsr.com 337759, Edison, NJ, Anthony D'Amore, Kenilworth, NJ, anthonydamore@me.com 339645, Garwood, NJ, Anthony D'Amore, Kenilworth, NJ, anthonydamore@me.com 335022, Jamesburg, NJ, Anton Nader, Scotch Plains, NJ, trnader18@gmail.com 300487, Kenilworth, NJ, Anthony D'Amore, Kenilworth, NJ, anthonydamore@me.com 346151, Livingston, NJ, Amul Modi, Union, NJ, amulmodi@verizon.net 337429, Marlboro, NJ, Anton Nader, Scotch Plains, NJ, trnader18@gmail.com 339093, Medford, NJ, Piyush Amin, Maple Shade, NJ, pamin@smqsr.com 337338, Newark, NJ, Ketan Kapadia, Ramsey, NJ, ketank@optonline.net 343924, Paramus, NJ, Lea Geller, Paramus, NJ, leageller@aol.com 308764, Perth Amboy, NJ, Kaushik Patel, Avenel, NJ, Kaushik.patel@amqsr.com 335188, Piscataway, NJ, Thomas Mascia, Green Brook, NJ, ddtommym@aol.com 337107, Pleasantville, NJ, Chitra Mandi, Voorhees, NJ, cmandi@arfcorp.net 331775, Roseland, NJ, Dilruba Choudhury, Dover, NJ, choudhurydilruba@yahoo.com New York 338125, Astoria, NY, Prabir Mitra, Astoria, NY, NYdonut@aol.com 340295, Bayside, NY, LEGACY QSR MANAGEMENT LLC, Woodhaven, NY, rodv@legacyqsr.com 331066, Brentwood, NY, Jeffrey Polizotto, Garden City, NY, jeffpolizotto@gmail.com 340500, Bronx, NY, Medhat Youssef, Bronx, NY, medhats73@gmail.com 341830, Bronx, NY, Barbara Houlihan, Bronx, NY, hechtbarbara@yahoo.com 344544, Brooklyn, NY, Dekk Four Management, LLC, Brooklyn, NY, not available 345748, Brooklyn, NY, Chaudhry Ahmad, Brooklyn, NY, fsassociatesny@gmail.com 349244, Brooklyn, NY, Deck Network, LLC, Westborough, MA, pgauthier@dekkgroup.com 361816, Brooklyn, NY, Deck Network, LLC, Westborough, MA, pgauthier@dekkgroup.com 342937, East Aurora, NY, Bhoopinder Mehta, Pittsford, NY, bmehta@indushg.com 302530, Floral Park, NY, Luciano Franioni, Floral Park, NY, francionibiglou@aol.com 342223, Flushing, NY, SSP America, Inc., Lansdowne, VA, Rick.Conrad@chsi-usa.com 350757, Flushing, NY, James Cain, Norwalk, CT, JCAINJR@CAINMGMT.COM 330439, Middletown, NY, Andrew Wingate, North Haven, CT, rwingate@aol.com 330439, Middletown, NY, Judd Wishnow, New York, NY, jwishnow@abddcapital.com 332137, Middletown, NY, Fernando Sardinha, Middleboro, MA, sarfamtrust@aol.com 338583, New York, NY, Mourad Elayan, Ridgefield, NJ, mouradelayan@yahoo.com 343097, New York, NY, Copley Coffee Holdings, LLC, Quincy, MA, ptrovato@copleyequity.com 345446, New York, NY, Hemang Champaneria, New York, NY, hemangc@gmail.com 349875, New York, NY, WESTSIDE DONUT VENTURES LLC, New York, NY, management@westsidedonuts.com 354943, New York, NY, Copley Coffee Holdings, LLC, Quincy, MA, ptrovato@copleyequity.com 300645, Staten Island, NY, Anton Nader, Scotch Plains, NJ, trnader18@gmail.com 304909, Staten Island, NY, Anton Nader, Scotch Plains, NJ, trnader18@gmail.com 337663, Staten Island, NY, Anton Nader, Scotch Plains, NJ, trnader18@gmail.com Ohio 344417, Cincinnati, OH, Michael Rielly, Cincinnati, OH, michaelwrielly@gmail.com 342521, Parma, OH, Dhrumil Patel, Middleburg Hights, OH, dhrumil14@yahoo.com 338084, Willoughby, OH, Nilaykumar Patel, Willoughby, OH, nilay0804@gmail.com Pennsylvania 340811, Altoona, PA, Jonathan Wise, Wilkes-Barre, PA, jwise@mdmgroupllc.com 341309, Ambler, PA, Aruna Patel, Ambler, PA, aruna4bapa@gmail.com 342226, Newtown, PA, Joseph Young, New Hope, PA, jtycoffee@gmail.com 302525, Philadelphia, PA, Billy Hong, Philadelphia, PA, sonnyho_2000@yahoo.com 338594, Philadelphia, PA, Deepak Patel, Yardley, PA, suraj620@msn.com

464

Appendix VII – B: List of Former Combo Franchisees

Rhode Island 341094, Bristol, RI, Christopher Prazeres, Bristol, RI, prazeres.christopher@gmail.com South Carolina 349446, Aiken, SC, Charles Hartz, North Augusta, SC, kchartz@aol.com 345850, Fort Mill, SC, David Knight, Matthews, NC, knight.davidr@yahoo.com 338546, Myrtle Beach, SC, Moshe Aroch, Malverne, NY, moshearoch@gmail.com 340618, Myrtle Beach, SC, Greylock Capital LLC, New York, NY, tmorgan@newmountaincapital.com Texas 355895, Austin, TX, Dale Mulvey, Ohio City, OH, dale.mulvey@gmail.com 352495, Burleson, TX, Amit Chaudhari, Ocean, NJ, ac1115@gmail.com 350093, Cedar Hill, TX, Amit Patel, North Bergen, NJ, amit@divinellc.com 350823, Colleyville, TX, Quality Brand Group LLC, Stamford, CT, hank.huth@iocoffee.com 351952, Cypress, TX, James Parisi, Sugar Land, TX, jamescparisi@yahoo.com 346510, Fort Worth, TX, Amit Patel, North Bergen, NJ, amit@divinellc.com 351869, Katy, TX, James Parisi, Sugar Land, TX, jamescparisi@yahoo.com 354388, Weatherford, TX, Amit Patel, North Bergen, NJ, amit@divinellc.com Virginia 357066, Luray, VA, Jagruti Padhiyar, Vineland, NJ, jagruti0423@gmail.com 350935, Richmond, VA, Restaurant Services of the Outer Banks, LLC, Duck, NC, 845-222-0906

465

466

State Effective Dates

The following states have franchise laws that 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 document is effective and may be used in the following states, where the document is filed, registered or exempt from registration, as of the Effective Date stated below:

State Effective Date California March 26, 2021 Hawaii Pending Illinois March 26, 2021 Indiana March 26, 2021 Maryland Pending Michigan March 26, 2021 Minnesota Pending New York March 26, 2021 Rhode Island Pending Virginia Pending Washington March 26, 2021 Wisconsin March 26, 2021

Other states may require registration, filing, or exemption of a franchise under other laws, such as those that regulate the offer and sale of business opportunities or seller-assisted marketing plans.

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Item 23: Receipts Baskin-Robbins Disclosure Document Receipt

This disclosure document summarizes certain provisions of the franchise agreement and other information in plain language. Read this disclosure document and all agreements carefully. If Baskin-Robbins Franchising LLC (BRF) offers you a franchise, it must provide this disclosure document to you: (a) 14 calendar-days before you sign a binding franchise agreement or other agreement, or (if earlier) when you pay us (or any of our affiliates) any consideration (b) but in New York, at the earlier of: (i) your first personal meeting to discuss the franchise, and (ii) 10 business days before you sign a binding franchise or other agreement or (if earlier) when you pay us (or any of our affiliates) any consideration, and (c) in Michigan, 10 business days before you sign any binding franchise or other agreement or (if earlier) when you pay us (or any of our affiliates) any consideration. If BRF 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 agencies listed in Appendix I-B of this disclosure document. The principal business address and telephone number of each franchise seller offering the franchise is Grant Benson, Senior Vice President, Franchise Development, at Baskin-Robbins Franchising LLC, 130 Royall St., Canton, MA 02021; 781-737-3000. Additional Franchise Sellers, if any (eg. Franchising Development Manager): ______________________________ _______________________________ _______________________________ This Disclosure Document was issued: March 26, 2021 We authorize the agents listed on Appendix I-A of the Disclosure Document to receive service of process for BRF. I received a Disclosure Document issued March 26, 2021 that included the following Exhibits: (A-1) Store Development Agreement, (A-2) Combo Store Development Agreement, (B-1) Franchise Agreement , (B-2) Combo Franchise Agreement, (B-3) Conditional Option to Extend, (B-4) BR Development Incentive(s) (B-4c) BR Capital Contribution Development Incentive, (B-5) BR Restaurant Transfer Incentive, (B-6) New Combo Incentive(s), (B-7) Military Veterans Incentive(s), (B-8) Combo Retrofit Incentive, (B-9) BR Multi-Restaurant Ownership Incentive (C-1) DBI Sample Promissory Note, (C-2) FNB Agreement, (D-1) Sublease, (E) Option to Assume (Franchisee's) Lease (3 and 4 party) and Lease Option Agreement (F-1) Rider to Contract for Sale, (F-2) Agreement To Transfer By The Sale Of Assets, (F-3) Agreement to Transfer by the Sale of Stock, (G) Offer Letter, (H) Participant Agreement, (I) Contract for Sale (Brokerage and Corporate Developed), (J) Termination Agreement, (K) General Release, (L) Temporary Operating Agreement, (M) Intranet Terms of Use, (N) BR Relocation Incentive Offer to Select BR Restaurants, (O) Electronic Payment Participation Agreement,(P) Certificate of Resolution and Incumbency, Appendix I-A: List of Registered Agents, Appendix I-B: Directory of Administrative Agencies, Appendix II: List of International Affiliates, Appendix III: Schedules/Addenda/Notices Required by Various States, Appendix IV: Operating Manual Table of Contents, Appendix V: Region List, Appendix VI: List of Current BR Franchisees and Area Developers and Former BR Franchisees, Appendix VII: List of Current and Former Combo Franchisees, Appendix VIII: Guarantee of Performance (by DB Franchising Holding Company LLC), State Effective Dates.

Date Disclosure Document Received:_____________________________ (enter date here)

Signed: _________________________________________ individually ________________________________________________ Full Legal Name (Please print) Last 4 digits of Social Security Number: _____________ ________________________________________________ Email address

Home Address: ___________________________________________________ Street Address _______________________________ _____ ___________ City or Town State Zip Code

and as officer(s), partner(s) or member(s) of _________________________________________________________ a _________________________________ (corporation) (partnership) (limited liability company) and any other prospective franchisee entity (currently in existence or formed in the future) of which the above individual(s) is an officer, partner or member.

Please keep this copy with the disclosure document

BR FDD March 26, 2021 Updates included (if any):

Item 23: Receipts Baskin-Robbins Disclosure Document Receipt

This disclosure document summarizes certain provisions of the franchise agreement and other information in plain language. Read this disclosure document and all agreements carefully. If Baskin-Robbins Franchising LLC (BRF) offers you a franchise, it must provide this disclosure document to you: (a) 14 calendar-days before you sign a binding franchise agreement or other agreement, or (if earlier) when you pay us (or any of our affiliates) any consideration (b) but in New York, at the earlier of: (i) your first personal meeting to discuss the franchise, and (ii) 10 business days before you sign a binding franchise or other agreement or (if earlier) when you pay us (or any of our affiliates) any consideration, and (c) in Michigan, 10 business days before you sign any binding franchise or other agreement or (if earlier) when you pay us (or any of our affiliates) any consideration.If BRF 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 agencies listed in Appendix I-B of this disclosure document. The principal business address and telephone number of each franchise seller offering the franchise is Grant Benson, Senior Vice President, Franchise Development, at Baskin-Robbins Franchising LLC, 130 Royall St., Canton, MA 02021; 781-737-3000. Additional Franchise Sellers, if any (eg. Franchising Development Manager):

_______________________________ _______________________________ _______________________________ This Disclosure Document was issued: March 26, 2021, We authorize the agents listed on Appendix I-A of the Disclosure Document to receive service of process for BRF. I received a Disclosure Document issued March 26, 2021 that included the following Exhibits: (A-1) Store Development Agreement, (A-2) Combo Store Development Agreement, (B-1) Franchise Agreement , (B-2) Combo Franchise Agreement, (B-3) Conditional Option to Extend, (B-4) BR Development Incentive(s), (B-4c) BR Capital Contribution Development Incentive, (B-5) BR Restaurant Transfer Incentive, (B-6) New Combo Incentive(s), (B-7) Military Veterans Incentive(s), (B-8) Combo Retrofit Incentive, (B-9) BR Multi-Restaurant Ownership Incentive, (C-1) DBI Sample Promissory Note, (C-2) FNB Agreement, (D-1) Sublease, (E) Option to Assume (Franchisee's) Lease (3 and 4 party) and Lease Option Agreement (F-1) Rider to Contract for Sale, (F-2) Agreement To Transfer By The Sale Of Assets,(F-3) Agreement to Transfer by the Sale of Stock, (G) Offer Letter, (H) Participant Agreement, (I) Contract for Sale (Brokerage and Corporate Developed), (J) Termination Agreement, (K) General Release, (L) Temporary Operating Agreement, (M) Intranet Terms of Use,(N) BR Relocation Incentive Offer to Select BR Restaurants, (O) Electronic Payment Participation Agreement, (P) Certificate of Resolution and Incumbency, Appendix I-A: List of Registered Agents, Appendix I-B: Directory of Administrative Agencies, Appendix II: List of International Affiliates, Appendix III: Schedules/Addenda/Notices Required by Various States, Appendix IV: Operating Manual Table of Contents, Appendix V: Region List, Appendix VI: List of Current BR Franchisees and Area Developers and Former BR Franchisees, Appendix VII: List of Current and Former Combo Franchisees, Appendix VIII: Guarantee of Performance (by DB Franchising Holding Company LLC), State Effective Dates.

Date Disclosure Document Received:_____________________________ (enter date here)

Signed: _________________________________________ individually

________________________________________________ Full Legal Name (Please print)

Last 4 digits of Social Security Number: _____________

________________________________________________ Email address

Home Address:

___________________________________________________ Street Address

_______________________________ _____ ___________ City or Town State Zip Code

and as officer(s), partner(s) or member(s) of _________________________________________________________ a _________________________________ (corporation) (partnership) (limited liability company) and any other prospective franchisee entity (currently in existence or formed in the future) of which the above individual(s) is an officer, partner or member.

BR FDD March 26, 2021 Updates included (if any):