FRANCHISE DISCLOSURE DOCUMENT DUNKIN’ DONUTS …

FRANCHISE DISCLOSURE DOCUMENT

DUNKIN’ DONUTS FRANCHISING LLC a Delaware limited liability company

130 Royall Street Canton, Massachusetts 02021

(781) 737-3000www.DunkinFranchising.com

[email protected]

The Franchisor is Dunkin’ Donuts Franchising LLC (“Dunkin’”, “we”, “Dunkin’ Donuts”, or “DD”). We develop, operate and franchise retail restaurants utilizing the Dunkin' system. Our franchised restaurants sell Dunkin' coffee, espresso, donuts, bagels, muffins, compatible bakery products, sandwiches, as well as other food items and beverages compatible with our concept.

The total investment necessary to begin operation of a Dunkin’ franchise ranges from $199,700 to $1,687,200. This includes a range of $340 to $125,340 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 Dunkin' Franchise Information, 130 Royall Street, 3 East A, 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 27, 2020

http://www.dunkinfranchising.com/

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 27, 2020. 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 the end of this Franchise Disclosure Document, the effective date of that authorization is listed in 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 678 for state effective dates.

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 & B, VII-A & 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 Dunkin’ 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 Dunkin’ franchisee?

Item 20 or Exhibit VI-A&B, VII-A&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 ................................................................................................................................ 8 Item 3: Litigation ................................................................................................................................................ 10 Item 4: Bankruptcy ............................................................................................................................................. 16 Item 5: Initial Fees ............................................................................................................................................. 17 Item 6: Other Fees .............................................................................................................................................. 20 Item 7: Estimated Initial Investment .................................................................................................................. 29 Item 8: Restrictions on Sources of Products and Services ................................................................................. 37 Item 9: Franchisee’s Obligations ........................................................................................................................ 40 Item 10: Financing ............................................................................................................................................... 46 Item 11: Franchisor’s Assistance, Advertising, Computer Systems and Training ............................................... 50 Item 12: Territory ................................................................................................................................................. 64 Item 13: Trademarks ............................................................................................................................................ 67 Item 14: Patents, Copyrights, and Proprietary Information ................................................................................. 69 Item 15: Obligation to Participate in the Actual Operation of the Franchise Business ........................................ 70 Item 16: Restrictions on What the Franchisee May Sell ...................................................................................... 71 Item 17: Renewal, Termination, Transfer and Dispute Resolution ...................................................................... 72 Item 18: Public Figures ........................................................................................................................................ 81 Item 19: Financial Performance Representations ................................................................................................. 82 Item 20: Outlets and Franchisee Information ....................................................................................................... 92 Item 21: Financial Statements ............................................................................................................................ 116 Item 22: Contracts .............................................................................................................................................. 143 Item 23: Receipts ................................................................................................................................................ 144

A-1. Dunkin’ Store Development Agreement (SDA) ................................................................................ 146 A-2. Combo Store Development Agreement (SDA) .................................................................................. 156 B-1. Dunkin’ Franchise Agreement (FA) .................................................................................................. 167 B-2. Combo Franchise Agreement (FA) .................................................................................................... 189 B-3. Conditional Option(s) to Extend ........................................................................................................ 212 B-4a. Select Developing Market Terms ....................................................................................................... 214 B-4b. Select Developing Market Terms (FA with no SDA)………….…………………………………… 216 B-5. Special Distribution Opportunity Incentive ....................................................................................... 218 B-6. Dunkin’ Military Veterans Development Incentive…… ………….………………………………...220 B-7a. 2020/2021 Incremental Restaurant Openings (Select Established Markets)…………………………222 B-7b. 2020/2021 Incremental Restaurant Openings (Select Developing Markets)……………..…………..224 B-8. Dunkin’ Relocation Incentive Offer for Select Dunkin’ Restaurants…………………………………226 C. Sample Loan Documents:

C-1. NCB Guaranty Agreement ....................................................................................................... 232 C-2. NCB Security Agreement ......................................................................................................... 240 C-3 DBI Sample Promissory Note .................................................................................................. 251 C-4 FNB Agreement…………………………………………………………………………….…256

D-1. Sublease ............................................................................................................................................. 269 E-1. Option to Assume (Franchisee's) Lease (3 Party) .............................................................................. 282 E-2. Lease Option Agreement .................................................................................................................... 284 E-3 Option to Assume (Franchisee’s) Lease (4 Party).............................................................................. 298 F-1. Rider to Contract for Sale .................................................................................................................. 300

F-2. Agreement to Transfer by the Sale of Assets ..................................................................................... 323 F-3. Agreement to Transfer by the Sale of Stock ...................................................................................... 336 G. Offer Letter ......................................................................................................................................... 349 H. Participant Agreement ........................................................................................................................ 356 I-1. Contract for Sale (Brokerage Transactions) ....................................................................................... 358 I-2. Contract for Sale (Corporate Developed Restaurants) ....................................................................... 370 J. Termination Agreement ..................................................................................................................... 382 K. General Release ................................................................................................................................. 385 L. Temporary Operating Agreement ...................................................................................................... 387 M. Intranet Terms of Use ......................................................................................................................... 389 N. Electronic Payment Participation Agreement .................................................................................... 395 O. SDO Development Agreement ........................................................................................................... 401 P. Contract for Development and Construction...................................................................................... 412 Q. Lease Guarantee Fee Agreement ........................................................................................................ 444 R. Certificate of Resolution and Incumbency ........................................................................................ 448 S. Store Enhancement Agreement………………………………………………………………………450

Other Exhibits Appendix I-A List of Registered Agents ...................................................................................................... 461 Appendix I-B Directory of Administrative Agencies .................................................................................. 462 Appendix II List of International Affiliates ............................................................................................... 463 Appendix III Schedules/Addenda/Notices Required by Various States ..................................................... 465 Appendix IV Operating Manual Table of Contents ................................................................................... 476 Appendix V-A DMA List .............................................................................................................................. 506 Appendix V-B Region List ............................................................................................................................ 509 Appendix VI-A List of Current Dunkin’ Franchisees and Area Developers .................................................. 512 Appendix VI-B List of Former Dunkin’ Franchisees ..................................................................................... 645 Appendix VII-A List of Current Combo Franchisees and Area Developers .................................................... 652 Appendix VII-B List of Former Combo Franchisees………………………………………………………….674 Appendix VIII Guarantee of Performance (by DB Franchising Holding Company LLC) ................................ 677 State Effective Dates………………………………………………………………………………………………678 Item 23: Receipts ................................................................................................................................................ 679

Item 1: The Franchisor, and any Parents, Predecessors and Affiliates The Franchisor of the Dunkin’ concept is Dunkin' Donuts Franchising LLC. In this Disclosure Document, we refer to Dunkin’ Donuts Franchising LLC as DD, Dunkin’, 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 marks Dunkin’ and Dunkin’ Donuts (and in the organizational name Dunkin' Donuts Franchising LLC). Our agents for service of process are disclosed on Appendix I.

At the end of our last fiscal year, on December 28, 2019, there were 9,630 franchised Dunkin' restaurants (Restaurants) operating in the United States and an additional 3,507 Restaurants operating in 40 other countries. As of the date of this disclosure document, neither we, nor any of our affiliates, operate any company-owned Restaurants. Some of the franchised Restaurants are operated on military bases, and some operate in combination with Baskin-Robbins restaurants (Combo Restaurants). The total number of Restaurants noted above does not include central manufacturing locations (CML).

We do not conduct any business activity other than franchising Restaurants. We do not operate businesses of the type being franchised, although some of our affiliates have operated Restaurants in the past.

If we offer and you agree to develop a Combo Restaurant (or you 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 formed on March 15, 2006, 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, and a publicly-traded holding company. In July 2011, Dunkin’ Brands Group, Inc. completed its initial public offering and its stock became publicly traded on the NASDAQ Global Select market under the ticker symbol DNKN.

Affiliates: Each of the affiliates listed 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 also maintain their offices at 130 Royall Street, Canton, Massachusetts 02021 (781-737-3000), all 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 on March 15, 2006)

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

1

Affiliate Primary Purpose

Baskin-Robbins Franchising LLC (BR) (formed on March 15, 2006) BR is the franchisor of the Baskin-Robbins system.

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

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

BR IP Holder LLC (formed on March 15, 2006)

Holds the Baskin-Robbins’ intellectual property assets.

DD IP Holder LLC (formed on March 15, 2006)

Holds the Dunkin’ intellectual property assets.

DBI Stores LLC (formed on 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 on 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 on 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 on April 24, 2006), a Tennessee corporation.

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.

Prior Experience

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. DDoA 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 we were formed.

The Baskin-Robbins System: The Baskin-Robbins 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 formed on January 8, 1959 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 that was formed on October 2, 1974), 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 formed on March 1, 2006). Beginning in July

2

1976, Baskin-Robbins International Company (a Delaware corporation formed on July 6, 1976) entered into license agreements and joint venture agreements with individuals or business entities outside the U.S. to develop 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.

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 Dunkin' 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 doughnuts, coffee, espresso, breakfast sandwiches, bagels, muffins, compatible bakery products, croissants, and snacks as well as other sandwiches and beverages that we approve. We may periodically make changes to the systems, menu, standards, and the 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 codes).

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 Dunkin' system (the System). We have acquired experience and skill in developing the System, which includes producing, merchandizing and selling Dunkin’ hot and iced coffee, espresso products, doughnuts, breakfast sandwiches, bagels, muffins, compatible bakery products, croissants, snacks and other sandwiches, beverages and other products and merchandise that we approve. The distinguishing characteristics of our System include, among others, 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.

The typical Restaurant depends upon serving a large number of guests for its success and is generally located in heavily populated areas. Most products are purchased primarily for off-premises consumption: "take-out" is estimated at 70-100% of sales, which may vary by region. Delivery and catering whether directly or through third-party aggregators is increasing in the restaurant industry and we may require your participation in such channels.

We encourage you to develop a network of Restaurants within a targeted area or areas under the Store Development Program. In some markets, you may elect to support your Restaurant or your network by becoming a member in a co-operative manufacturing facility to source your bakery products. In some markets, you may have access to a third-party manufacturer as a source of your bakery products to support your Restaurant or your network. A network may consist of a manufacturing Restaurant that supplies bakery products to one or more satellite Restaurants. For most markets, another option for doughnut supply is the “just baked” doughnut product, which many Restaurants use to maintain a supply of inventory throughout the day.

3

Satellite Restaurants typically cost less to develop than manufacturing Restaurants (although satellite Combo Restaurants can cost as much, or more, to develop than some manufacturing Restaurants). Developing and operating a network of Restaurants is generally more challenging than developing and operating a single Restaurant.

Periodically, franchisees sell existing Restaurants at varying prices and terms. We (or our affiliate, DBI Stores, LLC) may also periodically sell existing Restaurants that we 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 approval of the terms of sale and of your qualifications to be a franchisee, signing a new FA, and other conditions in the seller’s FA. You may also have to comply with transfer provisions of the seller's lease. The seller is responsible for correcting any defects in the condition of the Restaurant and paying a transfer fee, and any other conditions in the FA. These same provisions will apply to you if you choose to sell your Restaurant in the future.

You may not achieve potential economies of scale until you have a number of Restaurants operating in the store development area, and the timing and phasing of overhead and related expenses is critical to your early financial performance. You should have sufficient working capital to cover potential operating losses and development costs.

In the past, we offered (and our predecessors entered into) franchises for both wholly-owned and cooperatively owned CMLs in selected markets.

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.

We may offer a “Contract for Development and Construction” (CDC) (in addition to our standard form of FA and related contracts) in certain markets and to the prospective franchisees that we determine are qualified for this purpose. Under the terms of a CDC, among other things: (1) we would assume your obligation to pay for the initial cost of constructing your Restaurant, as specified in the CDC; (2) we would lease (or sublease) the Restaurant premises (the Premises) to you (as described in the CDC); and (3) you would pay rent to us under the lease or sublease, which would include, among other things, payment for our expenses related to the construction and build out of the Premises. (A copy of the CDC is included as Exhibit F so that you can review it for additional terms and information.)

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 those of some of our affiliates (including payments under the “Dunkin’ and “Baskin-Robbins” franchise agreements) 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 2019, DB Master Finance had approximately $3.0 billion of secured notes outstanding.

4

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 coffee and coffee drinks, doughnuts, baked goods, and other breakfast items, 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 a Restaurant 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 Dunkin’ Restaurants and with new Dunkin’ Restaurants that we may operate, franchise, or license in the future. Your competition may also include other outlets selling coffee, espresso and breakfast items, grocery stores, convenience stores, and specialty coffee shops. Competition may also include Dunkin’ 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 opportunities (SDO). (As an example, these might include franchises at airports, service plazas, universities, grocery stores, mobile units, and other outlets described in para. 6 of the Store Development Agreement (SDA).) These special arrangements may involve special agreements or modifications to our standard franchise and other agreements.

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, 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, employees, 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).

5

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 December 29, 2018 through December 28, 2019. 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.

Glossary

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

CDC Contract for Development and Construction. The agreement that may be utilized for the development and construction of Dunkin’ restaurants in certain markets whereby one of the obligations is the franchisor constructs the locations and the franchisee leases the location from the franchisor.

CML Central Manufacturing Location. A facility that we have approved for the centralized production of doughnuts and bakery goods.

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

FA Franchise Agreement. The contract that every franchisee’s 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 customer obtains their own beverage and/or food rather than being served by a crew member and the Restaurant could be located in a certain “host” environment that is 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.

6

SEA Store Enhancement Agreement. This agreement signed by select existing franchisees for the purpose of enhancing existing restaurants and the possibility of development of new restaurants within a defined territory.

7

Item 2: Business Experience Dunkin’ Brands employs or retains the services of all the persons who will provide services to you on behalf of Dunkin’. The following individuals are the Managers and Officers of Dunkin’: Chief Executive Officer & Manager: David Hoffmann Mr. Hoffmann joined us in October 2016 as President, Dunkin’ U.S. and was named our Chief Executive Officer and Manager in July 2018. Mr. Hoffmann previously worked for McDonald’s Corporation (Oak Brook, IL) for twenty-two years. Mr. Hoffmann served McDonald’s in a variety of capacities during his tenure there, including as their President of High Growth Markets (July 2015 to September 2016). Since December 2019, Mr. Hoffmann has also served as interim CMO for Dunkin’ U.S. Chief Financial Officer and Manager: Katherine Jaspon Ms. Jaspon joined us in December 2005 as Assistant Controller. She was appointed Chief Financial Officer and Manager in April 2017. Ms. Jaspon previously served as Vice President, Finance (September 2014 to April 2017).

Senior Vice President, Chief Legal Officer, Corporate Secretary and Manager: 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).

President, Dunkin’, Americas: Scott Murphy Mr. Murphy joined us in March 2004. He was appointed to his current position in December 2019. He most recently served as Chief Operating Officer, Dunkin’ U.S. (January 2018 to December 2019) and prior to that as Senior Vice President, Operations U.S. and Canada (October 2015 to January 2018) and Senior Vice President, Chief Supply Officer, Dunkin’ Brands (February 2013 to October 2015).

Chief Communications and Sustainability Officer: Karen Raskopf Ms. Raskopf joined us in August 2009 as Chief Communications Officer. She was appointed to 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).

Senior Vice President, Franchising and Development Strategy: 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).

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 Director Services by Corporation Service Company (Wilmington, DE) (October 1997 to present). Senior Vice President, Operations and Development, Dunkin’ U.S.: Ricardo Colon Mr. Colon joined us in December 2017. Previously Mr. Colon was with McDonald’s Corporation (Oak Brook, IL) for 40 years holding various management positions, most recently East Division President (September 2012 to June 2016).

8

Regional Vice President, Operations and Development: Louis Beccarelli Mr. Beccarelli joined us in February 1990. He was appointed Regional Vice President in March 2014.

Regional Vice President, Operations and Development: Peter Green Mr. Green joined us in November 2012 and was appointed as Regional Vice President in October 2016. Mr. Green previously served us as Director of Operations in our West region (July 2014 to October 2016).

Regional Vice President, Operations and Development: Melissa Bruce Ms. Bruce joined us in September 2015 as Director of Retail Construction. She was appointed to her current position in January 2018. Previously she was Vice President, Development and Construction (August 2017 to January 2018). She previously held several positions with McDonald’s Corporation (Oak Brook, IL) (January 1995 to June 2015).

Regional Vice President, Operations and Development: Mathias Piercy Mr. Piercy joined us in April 2008 as an Operations Manager. He was appointed to his current position in February 2018. Previously he served as Combo Operations Director (June 2016 to February 2018), Operations Director for the Mid-Atlantic region (January 2014 to May 2016). Regional Vice President, Operations and Development – Central Atlantic: Jorge Salvat Mr. Salvat joined us in April 2019. Previously, he was a Partner and General Manager at Formative Linear Services, LLC (Doral, FL) (April 2018 to April 2019). Prior to that he served as Vice President of Operations and Franchising, Philadelphia market for the McDonald’s Corporation (Oak Brook, IL) (March 2013 to January 2018). Regional Vice President, Operations and Development – West: Maria Hollandsworth Ms. Hollandsworth joined us in July 2019. Previously, she was Vice President of Strategic Initiatives & Operations Services at Jack in the Box Inc. (San Diego, CA) (October 2014 to December 2018). Regional Vice President, Latin America: Francisco “Pancho” Gonzalez Mr. Gonzalez joined us in August 2019. Previously, he was Vice President and General Manager Houston Region for McDonald’s Corporation (Oak Brook, IL) (September 1993 to August 2018). Vice President, Dunkin’ National Operations: Robert Wiggins Mr. Wiggins joined us in September 1975. Mr. Wiggins was appointed to his current position in January 2019. Prior to that, he was Regional Vice President, Mid-Atlantic/New York (February 2011 to January 2019).

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

Vice President, U.S. Development: Jeremy Vitaro Mr. Vitaro joined us in March 2003 as Director of Business Development. He was appointed to his current position in January 2018. He most recently served as Vice President of International Development (April 2012 to January 2018). Senior Director, Franchising Development: Stephen J. Rafferty Mr. Rafferty joined us in July 2012 as Senior Director, U.S. Franchising. He was appointed to his current position in January 2019. Previously he served as Senior Director, Business Development (March 2015 to January 2019).

9

Item 3: Litigation

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. The appeal was argued February 12 and 13, 2014 and a decision was rendered by the Court of Appeal on April 15, 2015, upholding the trial court decision but significantly reducing 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. On March 17, 2016, the Court denied Dunkin’s Application for leave to appeal and 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 on 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 for lost profits from the bakery and limiting any potential recovery to out of pocket expenses and lost business opportunities. Discovery in this case is ongoing and no trial date has been set.

10

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.

Chufen Chen, et al. v. Dunkin’ Brands, Inc., (Case No. 18-3087) U.S. Court of Appeals for the Second Circuit, filed on June 25, 2017. This putative class action lawsuit centers on the allegation that Dunkin’ engaged in false advertising with respect to its Angus Steak products. Plaintiffs claim that the meat portion of these products do not meet the USDA definition of “steak,” but is instead a “beef patty.” They further allege that Dunkin’ markets the Angus Steak sandwiches and wraps as “superior products” compared to other items on the Dunkin’ menu that contain bacon or ham because the Angus Steak products contain steak. Finally, Plaintiffs contend that they have paid a “premium” price for the Angus Steak products when they otherwise would have done so. The Complaint also alleges that the Company misrepresented the nature of the meat portion of the Angus Steak products and defrauded the public through its marketing and advertising efforts. As such, the Plaintiff contends that the Company violated various state consumer fraud and deceptive trade practices statutes and the Magnuson-Moss Warranty FTC Improvement Act. The Complaint also raises claims for false advertising, unjust enrichment, negligent misrepresentation, along with the breach of state law express warranties, the implied warranty of merchantability, and the implied warranty of fitness. The Complaint does not set out a specific amount of damages, but claims that they exceed $5 million. The Complaint is seeking the certification of a national class of plaintiffs who purchased the Angus Steak products and were charged a premium for their purchases. On September 17, 2018, the court granted Dunkin’s motion to dismiss with prejudice, holding that Dunkin’s Angus Steak advertisements were not deceptive because they accurately described the product. The Plaintiff has filed an appeal which is currently pending before the U.S. Court of Appeals for the Second Circuit.

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 has 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 claims 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 contends 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 are: (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 is seeking a minimum of $5 million dollars in damages. This case was settled on October 2, 2018 on an individual basis and was dismissed with prejudice.

11

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 is in this action is a former Dunkin’ Donuts franchisee who has 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 alleges 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 claims 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 claims 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 raises several legal claims against Dunkin’, including breach of the Franchise Agreement, fraud, and unjust enrichment and seeks $10 million in damages. This case was settled for a nominal amount on February 10, 2020 and is now closed. The plaintiff acknowledged in its 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 former franchisee’s claims.

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 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 contend 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 allege that the Company’s impact process would not have compensated them fairly and, furthermore, that the Company unfairly deals with smaller franchisees with respect to development matters. The Company denies the allegations set forth in the Complaint and is vigorously defending against the claims. The hearing in this arbitration is scheduled to be held in November 2020.

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, New 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 and/or the employees of the Company. A larger number of franchise agreements in the Dunkin’ system contain a no-poaching provision that prevents Dunkin’ franchisees and the Company from hiring each other’s employees. Under the terms of the settlement, the Company agreed not to enforce either version of the no-poaching provision or assist Dunkin’s franchisees in enforcing such a provision. In addition, the Company 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. The Company expressly denied in the settlement

12

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”) has filed a lawsuit against the Company 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 alleges that the Company was notified by its firewall vendor that over 19,000 Dunkin’ mobile customer accounts had been accessed by unauthorized parties over a sample five-day period and the vendor had identified nearly $40,000 associated with those accounts. The NYAG claims 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 alleges that the Company had failed to adequately investigate the 2015 attacks and that the Company’s Customer Service Department misled customers about it. With respect to the 2018 attacks, the NYAG claims that the Company’s notification to customers did not adequately disclose that their accounts had been accessed without authorization. The NYAG also contends 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 include: (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. The Company denies the allegations set forth in the Complaint and will vigorously defend the lawsuit.

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, claims that the Company violated the Americans with Disabilities Act (ADA) by selling gift cards to visually-impaired consumers without Braille writing. The Complaint alleges that the Braille lettering would allow blind consumers to more easily identify the gift card in their wallets or similar card receptacles. The Complaint raises 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. The Company denies the allegations set forth in the Complaint and will vigorously defend the lawsuit. Baskin-Robbins

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

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

Dunkin' and 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 Dunkin’ (and Baskin-Robbins for Combo Restaurants) in the Past Fiscal Year Collections: 1. Dunkin’ Donuts Franchising LLC, et al., v. G&J Food Service, LLC, et al., (Case No. 1:20-cv-00086)

U.S. District Court for the Western District of Michigan, filed on January 31, 2020.

13

Loss Prevention: 1. Dunkin’ Donuts Franchising LLC, et al. v. Madi Krupa Food, LLC, et al. (Case No. 1:19-cv-00427),

U.S. District Court for the Eastern District of Virginia filed on April 10, 2019. 2. Dunkin’ Donuts Franchising LLC, et al. v. Hockessin Donuts LLC (Case No. 1:19-cv-01186)

U.S. District Court for the District of Delaware, filed on June 24, 2019.

Breach of Contract: 1. Dunkin’ Donuts Franchising LLC, et al. v. Driftway Donuts, LLC, et al., (Case No. 1:19-cv-11830), U.S. District Court for the District of Massachusetts, filed on August 27, 2019. 2. Dunkin’ Donuts Franchising LLC, et al. v. Seacoast Donuts, Inc., et al., (Case No. 1:19-cv-01168) U.S. District Court for the District of New Hampshire, filed on November 19, 2019. 3. Dunkin’ Donuts Franchising LLC, et al. v. RMG Donuts, LLC, et al., (Case No. 1:19-cv-12395) U.S. District Court for the District of Massachusetts, filed on November 22, 2019.

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 stores or franchises. As to these pending claims, if any, the defendants deny the charges of wrongdoing in these cases and continue to igorously 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. vs 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

14

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 vs Les Services Alimentaires Kojo Inc., et al.

Case No. 500-17-076969-131 (Quebec)

On November 8, 2012, a group of 5 franchisees in Quebec representing 9 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.

15

Item 4: Bankruptcy No person or entity 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.

16

Item 5: Initial Fees

Initial Franchise Fees (20-year term)

You must pay the initial franchise fees (IFFs) noted below for our standard franchise offerings. The amount of the IFF is determined by the Designated Market Areas (DMAs) in which your Restaurant will be located, and as those DMAs are sorted below by “Development Area Type.” DMAs are defined by Nielsen Television Media Marketing, and the counties included in the DMAs noted below are listed in Appendix V-A.

Development Area Type 1: $90,000

Albany-Schenectady-Troy, NY Bangor, ME Binghamton, NY Boston (Eastern. Mass/Southern, NH) Hartford-New Haven, CT New York, NY

Portland, ME Providence, RI Springfield, MA Syracuse, NY Utica, NY


Chicago IL Elmira, NY Ft. Myers, FL Miami-Ft. Lauderdale, FL Orlando/Daytona/Melbourne, FL Philadelphia, PA

Rochester, NY Tampa/St. Pete/Sarasota, FL Watertown, NY West Palm Beach / Ft. Pierce, FL Wilkes Barre Scranton, PA Youngstown, OH


Jacksonville, FL Baltimore, MD Cleveland, OH

Greenville, NC Pittsburgh, PA Salisbury, MD


Burlington, VT-Plattsburg, NY California (All DMAs) Lancaster/Harrisburg/York, PA Washington, DC


Atlanta, GA Presque Isle, ME


All other DMAs and geographic areas in the U.S. that are not noted above.

Notes to IFF:

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

• In our fiscal year ending December 28, 2019, the IFF paid by our franchisees ranged from $0 to $90,000 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% IFF discount on up to a total of five Dunkin’ and/or Baskin-Robbins restaurants developed under either past or present

17

incentive offers. These reduced fees only apply if all of the terms and conditions of the Military Veterans Development Incentive are met.

• We may offer other reduced or deferred IFF in special circumstances, such as to franchisees that commit to relocate their restaurant and franchisees, 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) that include reduced, waived, or deferred IFFs. 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.

• SDO Development: The IFF for all SDO Restaurants (with the exception of those classified as Gas & Convenience Restaurants and certain Self-Service 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 in Development Area Type 1 $90,000 standard IFF amount would be $22,500.) The term for SDO Restaurants is sold in one-year increments to meet the distinctive requirements of each location and the term is not transferable.

• For any corporate developed SDO restaurant, you agree to pay us 10% of the Cost of Development, as defined in the SDO Development Agreement (See Exhibit O). This Cost of Development fee is due and payable when the SDO Development Agreement is signed.

• Gas/Convenience Restaurants: The IFF for Gas/Convenience Restaurants (with the exception of Self-Serve Gas/Convenience Restaurants), is the standard IFF in each Development Area Type stated above and then pro-rated by the length of the term. Self-Serve Restaurants in Gas/Convenience Restaurants pay 50% of the standard IFF in each Development Area Type stated above and then pro-rated by the length of the term.

• Combo Restaurants: If we approve your addition of a Baskin-Robbins restaurant to your Restaurant, you will pay to our affiliate, BR, $10,000 for a 20-year term Baskin-Robbins franchise and you will need to sign a Combo Franchise Agreement. We may have special incentive offers which reduce or waive the Baskin-Robbins IFF. These special incentives may be offered to existing and/or new franchisees. You will be notified by us in advance, in writing if any reduced fees are available to you. These reduced fees only apply to franchisees who are in compliance with all of our agreements and requirements.

• SDAs: In some geographic regions, SDAs will only be offered to candidates who commit to a minimum number of Restaurants. If you are purchasing an SDA for more than one Restaurant, we may offer a payment schedule instead of requiring full payment upon signing. If you are on a payment schedule for a multiple Restaurant SDA, 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 may be based on certain SDA milestone dates (for example, the Required Control Date).

• For 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.

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.

Renewal Fees vary by market and are based on the average annual rate for IFF in the relevant Development Area Type, as described above. For Combo Restaurants, in addition to the Dunkin’ renewal fee, you will also pay a renewal fee of $10,000 to our affiliate, BR.

18

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, and you have no outstanding financial obligations to us under either your franchise or lease agreements.

Contract for Development and Construction: If you sign a CDC, then you will pay us an “Administrative Fee” in an amount that we agree upon in the CDC. The Administrative Fee will vary based on the complexity of the transaction, but it will not be less than $25,000. The Administrative Fee will be due on or before the closing date and it will be in addition to other fees that you will have to pay to us (for example, the IFF).

To the extent that we have advanced funds on your behalf to purchase equipment between the time when you signed the CDC and the closing, you must also reimburse us at the closing for those amounts.

Training Related Fees Paid to Us: You will be required to pay an initial online access fee of $340 per location and thereafter an annual subscription fee, which is currently $340 per location. These fees are quoted as of the date this Disclosure Document is prepared, 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 participant per class. Payment is due with the registration request. A $100 cancellation fee per person 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 or relocation of your Restaurant or Combo 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 $10,000 per opening, remodel or relocation 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.

Under certain incentive programs and if you satisfy certain conditions under the program, we have committed to fund the required Marketing Start-up Fee of up to $10,000 for local advertising and marketing activities in support of your new Restaurant opening.

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 Baskin-Robbins and $5,000 for 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 stated above.

Refunds

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

19

Item 6: Other Fees

Type of fee Amount Due date Remarks

Continuing Franchise Fee (CFF)

5.9% of Gross Sales (Notes 1A, 1B, 1C, 2 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 1B)

Continuing Advertising Fee (CAF)

5.0% of total Gross Sales (Notes 1A, 1B, 1C, 5A, and 5B)

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

Franchise Transfer Fee (for a majority interest in the first 3 years)

$12,500 (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 during the first 3 years after your purchase and initial operation of the franchise.

Franchise Transfer Fee (for a majority interest, after 3 years have elapsed)

An amount based upon the Gross Sales of the Restaurant for the 12 months preceding the date of the contract of sale. (Note 7)

Upon transfer. Due if you transfer 50% or more interest more than 3 years after your purchase and initial operation of the franchise.

Franchise Transfer Fee (no change of control) OR (transfer to spouse or children)

Then-current Fixed Documentation Fee (presently, $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 (as defined in the FA). OR Due if you transfer any of your interest to your spouse and/or children.

20


Audit Costs Our cost to examine your financial, employment, or business records including legal 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.


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

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).


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 (presently, $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 children.

Lease Fees Varies (Note 6)

Payable as described in the lease.

If you lease the Restaurant from us or our affiliates.

21


Lease Guaranty Fee Agreement

Varies (Note 6)

Upon Execution. Lease guarantees are considered on a case by case basis and are subject to our internal approval process.

Fixed Documentation Fee - Generally

Then-current Fixed Documentation Fee (presently, $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 (presently, $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, which are typically $1,000 to $10,000 depending on the complexity of the testing.


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

CDC Buy-Out Option

Varies (Note 13)

On or before the Buy-Out Date.

(Note 13)

CDC Annual Lease Administration Fee

$1,200 each year Payable in equal monthly installments.

Due only if you have signed a CDC and have exercised the Buy-Out Option, but we cannot assign the prime lease to you without recourse.

The Annual Lease Administration Fee is subject to adjustment for changes to the Index. (Note 11)

CDC Rent, if payable to us

Varies Fifteenth day of the month preceding

Due only if you have signed a CDC. (Note 12).

CDC Offset Varies On or before the Closing Date

Only due if, at or before the time of the Closing, you owe us any amounts. If so, we can offset those amounts from the amount that we will pay to reimburse you for equipment purchases (as explained in Item 1).

22


Enhancement Fee $10,000 for each enhancement activity described on Exhibit A of the SEA (Note 10B)

Due the date the SEA is executed.

For each Enhancement Activity that you timely and fully perform by the original Required Enhancement Date as set forth in Exhibit A of the SEA, we will refund the $10,000 Enhancement Fee to you within 30 days after you complete that Enhancement Activity.

SEA Transfer Fee $10,000 (Note 9B) At the time of

transfer of the underlying Restaurants.

If the original signatories to the SEA transfer more than 50% or more of their shares, the transfer fee applies. Normal transfer fees for each underlying Restaurant still apply.

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 described 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.

2. Restaurants and Combo Restaurants: The CFF for new Restaurants is 5.9% of Gross Sales, except for certain markets, as described below:

Select Developing Markets Terms- Developing markets that we identify and agree in your SDA and/or FA; the CFF may be reduced as follows:

• 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 one year from the date of the Conditional Real Estate Site Approval

23

Letter, if no SDA, the CFF will be as follows, 1.9 percent of Gross Sales from the day you open the Restaurant to serve the general public through one year from the Required Opening Date, 2.9 percent of Gross Sales for the following year; 3.9 percent of Gross Sales for the following year; 4.9 percent of Gross Sales for the following year; and 5.9 percent of Gross Sales for the remaining term of your FA.

• In certain circumstances, SDO, as described in Section 6 of the SDA, may be eligible for the following reduced CFF rates, 1.9 percent of Gross Sales for one year from the day you open the Restaurant to serve the general public, 2.9 percent of Gross Sales for the following year, 3.9 percent of Gross Sales for the following year, 4.9 percent of Gross Sales for the following year; and 5.9 percent of Gross Sales for the remaining term of your FA.

Special Distribution Opportunity Incentive - Franchisees that develop a Dunkin’ SDOs within a Healthcare, Education, Business & Industry/Government venue that we approve and you open by December 15, 2020 or by December 15, 2021 and with a Conditional Real Estate Site Approval on or after November 1, 2019 are eligible for the following:

• If you open the Restaurant to serve the general public on or before December 15, 2020 (“2020 Required Opening Date”), you will receive the following CFF terms: 0.0 percent of Gross Sales for five years from the day you open the Restaurant to serve the general public; and 1.9 percent of Gross Sales for years six through the earlier of (i) the end of the initial franchise term or (ii) year ten.

• If you open the Restaurant to serve the general public after December 15, 2020 and on or before December 15, 2021 (“2021 Required Opening Date”), you will receive the following CFF terms: 1.9 percent of Gross Sales for five years from the day you open the Restaurant to serve the general public; and 2.9 percent of Gross Sales for years six through the earlier of (i) end of the initial franchise term or (ii) year ten. The CFF will be 5.9 percent for the remaining term.

Dunkin’ Relocation Incentive Offer: Traditional or Combo relocations approved between January 2, 2020 and by December 26, 2020 and opening within 2 years from the date of the Conditional Real Estate Approval Letter, will receive reduced CFF if they meet all terms and conditions in the Offer.

Note: If you do not satisfy all of the conditions set forth in any offer or addendum, then our standard CFF rate of 5.9% of Gross Sales may apply.

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 Restaurants and Combo Restaurants: The standard CAF for new Restaurants in all markets is 5.0% of Gross Sales, except for Restaurants described below:

Select Developing Markets Terms- For developing markets that we identify and agree in your SDA and/or FA, the CAF may be reduced as follows:

• 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 one year from the date of the Conditional Real Estate Site Approval Letter, if no SDA, the CAF will be as follows, 2.0 percent of Gross Sales from the day you open the Restaurant to serve the general public through one year from the Required Opening Date, 3.0 percent of Gross Sales for the following year; 4.0 percent of Gross Sales for the following year; 5.0 percent of Gross Sales for the remaining term of your FA.

24

In certain circumstances, SDOs, as described in Section 6 of the SDA, may be eligible for the following reduction of CAF: 2.0 percent of Gross Sales from the day you open the Restaurant to serve the general public for one year; and 2.5 percent of Gross Sales for the remaining term of your FA.

Dunkin’ Relocation Incentive Offer: Traditional or Combo relocations approved between January 2, 2020 and December 26, 2020 and opening within 2 years from the date of the Conditional Real Estate Approval Letter, will receive reduced CAF if all they meet all the terms and conditions of the Offer.

Note: If you do not satisfy all of the conditions set forth in any offer or addendum, then our standard CAF rate of 5.0% of Gross Sales may apply.

In certain other limited circumstances, at our sole discretion, we may allow a reduced CAF to be paid, such as in captive audience locations that we, at our discretion, identify and agree in your SDA or FA including airports, stadiums and arenas, exposition and entertainment centers, entertainment parks, zoos and other non-traditional venues, where the CAF is 2.5% of Gross Sales. We have the right to reduce these fees at our discretion. We may also reduce the CAF (whether on a temporary or some other basis) in some markets, but not others.

5.B You must participate in marketing, advertising, and other programs and pay increased CAFs supported by the votes 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. For example, as of the date of this Disclosure Document, franchisees in the following DMAs approved an increase of the CAF: Watertown, NY (additional 0.50% approved through December 26, 2020) and Indianapolis, IN (additional 1.25% approved through December 26, 2020). Other areas may also have higher CAFs. Voting can be either one vote per franchisee or one vote per Restaurant, usually determined according to the practices of the Restaurant's local Ad Council (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 Ad Council. 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.

If you lease the premises from a third-party and we guaranty your lease obligations to your landlord, you will sign our standard form of Lease Guaranty Fee Agreement (see Exhibit Q) and you will pay us a lease guaranty fee which will vary based on a number of factors. We may require the lease guaranty fee payment to be a one-time up-front payment, annuity or another structure.

7. 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.

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.

25

Dunkin’ only:

Gross Sales for Trailing 12 Month Period Transfer Fee

Less than $400,000 $5,000

$400,000 or more, but less than $600,000 $6,000

$600,000 or more, but less than $1,000,000 $8,000

$1,000,000 or more, but less than $1,400,000 $12,000

$1,400,000 or more $20,000

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 any of 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 Fee for transfers is currently $2,000 per Restaurant. There will be an additional fee of $2,000 for each transferee that is not previously approved or that needs to be re-approved. The FA issued to you and your new shareholders, your spouse and/or children, will be the form of 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) and 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

26

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.

9.B If we approve the transfer of your rights and obligations under the SEA, then you must pay us a transfer fee of $10,000, and satisfy any and all transfer obligations under the underlying FA(s) at the time of transfer. Instead of the transfer fee, we will only charge our then-current Fixed Documentation Fee for the transfer of the SEA if the original signatories to the SEA retain more than 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. We have a right of first refusal for any proposed transfer.

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 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 the cost.

10.B You must pay us (or our affiliate) an enhancement fee of $10,000 for each enhancement activity described on Exhibit A of the SEA. You agree to pay the enhancement fee on the date you execute the SEA.

11. This amount can be adjusted up or down due to changes in the Index. The term Index means the Consumer Price Index (1982-84=100; all items; CPI-U; all urban consumers) as published by the U.S. Bureau of Labor Statistics (or if the CPI is no longer published, another similar substitute reference that we reasonably designate).

12. Rent under your lease (or sublease) for the Premises will be the greater of: (A) percentage rent, which will be calculated by multiplying the Restaurant’s Gross Sales (as defined in the FA) by the Percentage Rent Rate (as defined in the lease or sublease); and (B) the base rent provided for in the lease (or sublease). If the amount of the build-out (referred to as the “Actual Total Cost” under the CDC) exceeds the maximum figure specified in the CDC by less than 10%, then we will increase the rent by an additional amount necessary to amortize the overage. If the amount of the build-out (referred to as the “Actual Total Cost” under the CDC) exceeds the maximum figure specified in the CDC by more than 10%, then we will increase the rent by an additional amount necessary to amortize the overage up to 10% and you will have to pay the amount greater than 10% directly to us. If the amount of the build-out is less than the maximum figure specified in the CDC, then we will reduce the rent as necessary to reflect the reduced Actual Total Cost.

If we own the land and lease you the land and the building, you will also have to pay rent under the Land Lease at the rate specified in that lease. Rent will vary considerably based on various factors such as the local real estate market, competition for space, demographics, and other economic considerations. In addition, if the anticipated cost of construction increases, then we will amortize those costs and add them to your rent. The cost of construction will vary depending on various factors such as the availability and supply of materials, workers, the characteristics of the site at which the Restaurant will be operated, zoning, and other reasons.

13. In certain circumstances, you may be able to exercise a “Buy-Out” under an option that you will have under Section 3(iv) of the CDC. You may also be required to exercise the Buy-Out, as explained below. Your Buy-Out option may be exercised at any time during the 6th through 15th year of the term of the sublease for the Premises Buy-Out date. To exercise the option, you must give us at least 60 days’ prior written notice.

The Buy-Out option price will be specified in the CDC and will vary depending on factors such as our cost of developing the site, the rent that we will have collected, the rent that we will have paid, and other market factors.

• If we can assign you the prime lease for the Premises without recourse, then you and the landlord will arrange any adjustment to the lease terms, including payments, post-assignment.

• If we cannot assign you the prime lease for the Premises without recourse, then the sublease will remain in effect after the Buy-Out, and you will have to pay us the “Annual Lease Administration Fee” described in the table above.

If we have leased you the real estate and the building, then you must buy-out the building lease and purchase from us the investment we made in the construction and development of the Restaurant for the Buy-Out option

27

price, and you may also buy out our ownership interest in the real property for the Real Property Buy-Out option Price. The cost of exercising these rights will vary depending on when you wish to exercise, but the Buy-Out option price and Real Property Buy-Out option price will both be stated in your CDC.

If you are in default under the CDC, the sublease, and/or the FA, then we will have the right to assign the prime lease back to you, and you will be required to exercise the Buy-Out at that time.

28

Item 7: Estimated Initial Investment

The tables below include cost ranges according to the type of Restaurant. The definitions for these Restaurant types are as follows:

Table 7a. Freestanding: A Restaurant, either newly constructed or an existing structure (to be retrofit), that does not share any common walls with any third party.

Table 7b. Shopping Center/Storefront: A Restaurant that shares a common wall (or walls) with third parties. The Restaurant could be an anchor (endcap) or inline tenant space in a strip center, or it could be a location in a high density, multiple level construction (typically urban/downtown office building setting), and sharing common wall and ceiling/floor construction with any third party.

Table 7c. Gas/Convenience Restaurants: A Restaurant that is a sub-or shared tenancy within a Gas/Convenience host environment.

Table 7d. Special Distribution Opportunities (SDO): 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.

Your Estimated Initial Investment

Table 7a. Freestanding:

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)

$40,000 to $90,000 See Item 5 Before Opening Us

Sub-total Initial Franchisee Fee $40,000 to $90,000

Build Cost Building Costs (Notes 2a & 14)

$170,000 to $580,000

Lump Sum or Financed

As Incurred, Before Opening

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

Build Cost

Site Development Costs (Notes 2a & 14)

$5,500 to $325,000




Build Cost Additional Development Costs (Notes 2b & 14)

$10,000 to $82,500




Build Cost Equipment, Fixtures & Signs (Notes 3 & 14)

$189,000 to $268,000


As Incurred, Before Opening Approved Suppliers

Build Cost Restaurant Technology System (Note 4)

$65,000 to $80,200


As Incurred, Before Installation Approved Supplier

Build Cost Licenses, Permits, Fees and Deposits (Note 7)

$3,500 to $5,500 Before Opening Municipalities,

Lessor or Us

Sub-total Build Cost $ 443,000 to $ 1,341,000

Other Real Estate Costs (Notes 2a & 2c) Lump Sum or Monthly

As Incurred, Before Opening or Monthly


Other Opening Inventory (Note 5)

$8,000 to $20,000 Lump Sum Before Opening Approved Suppliers

Other Miscellaneous Opening Costs (Note 6)

$9,500 to $70,000

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

Employees, Etc. Other Uniforms $400 to $1,200 Lump Sum Before Opening Approved Supplier

Other Insurance (Note 8)

$4,500 to $16,000

Lump Sum or payment options

Lump sum or down payment, before opening

Insurance Company/Agent

29



Other Travel and Living Expenses While Training (Note 9)

$2,000 to $35,000 Lump Sum As Incurred,

During Training.

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

Other Marketing Start-Up Fee (Note 10) $0 to $10,000 Lump Sum As per Contract,

Before Opening Third Parties

Other

Additional Funds for First 3 Months of Operation (Note 11)

$0 to $105,000 Lump Sum Monthly and As

Incurred Us, Third Parties and Employees

Sub-total Other $24,400 to $257,200

TOTALS (Notes 12, 13 and 15) $507,400 to $1,688,200 (Does not include real estate costs)

Table 7b. Shopping Center/Storefront:



IFF Initial Franchise Fee (20-year term)




$136,500 to $351,000




Build Cost


$3,000 to $71,500





$6,500 to $45,200




Build Cost Equipment, Fixtures and Signs (Notes 3 & 14)

$149,500 to $240,000




$65,000 to $80,200




$3,500 to $5,500 Lump Sum Before Opening Municipalities,

Lessor or Us

Sub-total Build Cost $364,000 to $ 793,400







$9,500 to $70,000

Lump Sum See Note 6 As Incurred Suppliers, Utilities,

Employees, Etc.

Other Uniforms $400 to $1,200 Lump Sum Before Opening Approved Supplier


$4,500 to $16,000




30





During Training.




Other Additional Funds for First 3 Months of Operation (Note 11)

$0 to $84,000 Lump Sum Monthly and As Incurred

Us, Third Parties and Employees


TOTALS (Notes 12,13 and 15) $428,400 to $1,119,600 (Does not include real estate costs)

Table 7c Gas & Convenience:

The chart shows the Initial Investment for a basic Gas/Convenience Restaurant. Self-Serve Gas/Convenience Restaurant may cost less depending upon the venue, the host and whether or not donuts and other bakery products are made or baked at the Restaurant.



IFF Initial Franchise Fee* (10-year term)




$36,000 to $332,000




Build Cost


$3,400 to $50,000





$5,400 to $26,500





$112,000 to $216,000




$12,000 to $61,000




$500 to $2,500 Lump Sum Before Opening Municipalities,

Lessor or Us








$9,500 to $70,000


Employees, Etc. Other Uniforms $400 to $800 Lump Sum Before Opening Approved Supplier

31




$4,500 to $16,000






During Training.








TOTALS (Notes 12, 13 and 15) $199,700 to $948,300 (Does not include real estate costs)

* Self-serve Gas/Convenience Restaurants pay 50% of the standard IFF for each Development Area Type, which is then pro-rated for the applicable term. (See Item 5)

Table 7d. SDO (does not include Gas & Convenience):

The chart shows the Initial Investment for a basic SDO Restaurant. SDO Restaurants come in many shapes and sizes depending upon the venue and the host. You may have operational efficiencies with the venue/host that make your costs considerably less in many of the areas quoted.



IFF Initial Franchise Fee* (10 year term)




$19,500 to $338,000




Build Cost

Site Development Costs (Notes 2a & 14) Not Applicable Lump Sum or

Financed As Incurred, Before Opening



$4,700 to $32,000





$25,000 to $139,000




$16,000 to $39,450



Build Cost Licenses, Permits, Fees and Deposits (Note 7) $500 to $1,500 Lump Sum Before Opening Municipalities,

Lessor or Us







32




$9,500 to $70,500


Employees, Etc. Other Uniforms $0 to $800 Lump Sum Before Opening Approved Supplier


$4,500 to $16,000






During Training.








TOTALS (Notes 12,13 and 15) $95,700 to $ 762,250 (Does not include real estate costs)

* IFFs for SDO Restaurants are 50% of the standard IFF for each Development Area. (See Item 5.)

Notes to Tables 7a, 7b, 7c, and 7d

1. Initial Investments Costs: 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.

2a. Building Costs: Building costs include the cost to construct a building. We estimate that a freestanding building will cost $69-$604 per square foot (estimating 1,000 – 2,500 square feet). We estimate that a Shopping Center/Storefront building will cost approximately $31-$304 per square foot (estimating 400 – 2,600 square feet). We estimate that a Gas/Convenience building will cost $26-$350 per square foot (estimating 400 – 1,300 square feet). We estimate a SDO building will cost $161-$552 per square foot (estimating 250 square feet of sales/service area and approximately 280 square feet of support area). Building costs vary by geographic location. Site development costs include the costs to develop the land and other site improvements, including exterior landscaping, electrical and 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. These ranges do not include unusual costs to bring utilities to the property for hookup or government imposed "impact fees" (see Note 7). Buildings that have a drive-thru window tend to cost more to build and take longer to build than Restaurants without a drive-thru window due to permitting, design and other factors.

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

If you sign a CDC, then your initial outlay for building costs referenced in Note 2a above will be lower because we will pay certain of the costs of developing your location for you; however, your monthly rent will 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

33

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. When we lease or sublease to you, your rent will also likely exceed our cost of leasing or financing the location. 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.

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, etc.

2c. Real Estate Costs: Real estate 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 the 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 building costs referenced in Note 2a may be significantly lower if we or your landlord develops the location, but your real estate costs, including your annual rent, will probably be higher. In fact, the low end of the ranges provided in Note 2a 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. 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. (See Note 2a.) If you elect to buy land it can cost an additional $100,000 to $1,200,000 (or more).

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’s premises, the amount and specific items of which will vary depending upon the location, size and condition of a particular Restaurant. Cost range includes tax and delivery estimated at 10%.

4. Restaurant Technology System: The price ranges reflect equipment configurations and solution costs, site preparation and installation for two to four POS systems for non-SDO Restaurants and one to three POS systems for a SDO restaurant. The price ranges do not include any optional equipment. The number of POS systems needed for your Restaurant will depend on the size and configuration of the Restaurant and whether or not you have a drive-thru window. The cost for drive-thru equipment is included in the above. If your Restaurant does not have a drive-thru, your costs will be approximately $7,000 to $ 44,000 less. The price ranges also reflect the configurations and solution costs, site preparation and installation for the non-POS Restaurant Technology System components that are required. 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. 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 your Restaurant will include raw ingredients and products for resale, containers and other paper, plastic or similar goods, maintenance and cleaning materials, office supplies and miscellaneous materials and supplies.

34

6. Miscellaneous Opening Costs:* Estimated Typical Range

Pre-opening Franchisee Employee Training Payroll** 7,500 40,000 Utility Deposits (e.g., Gas, Water, Electricity, Telephone) 0 5,000 Petty Cash (including cash register "Opening Banks") 500 2,000 Distribution Center Refundable Fee*** 0 2,500 Misc. Expenses: e.g., Interior Landscaping Plants, Sound System, Office Supplies, Licenses & Permits, Banking Pre-Opening Costs

1,500 21,000

Estimated Total $9,500 $70,500

* 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. ***Required only for restaurants that receive Distribution Center deliveries.

7. License, Permit Fees and Deposits: The range does 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 range.

8. 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 are subject to change due to market forces beyond either of our control, but usually range between $1,000 and $5,000 per year. The cost of other coverages, including required workers' compensation coverage and your discretionary purchases, varies widely, but may range from $3,500 to $11,000 per year. Your premium may be higher based upon your risk profile. 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.

9. Training Related Expenses: We pay the cost of presenting the initial training program for the required number of learners based on network size. However, you must pay for uniforms, accommodations, wages 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 travel and related expenses for the trainers, 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 two people to attend the Dunkin' initial training program for four to eight weeks (depending on production platform and the opportunity to support a new restaurant opening), including transportation, board, lodging, sanitation exam and uniforms. If a third or fourth person is required to attend the training (based on the size of your SDA or network), the costs will increase proportionately. 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, your costs will probably be on the lower end of the range. Any wages or salaries that you may pay trainees while they attend training are not included in these estimates. You must also maintain worker's compensation insurance coverage for trainees in your employ. You must pay a $100 cancellation fee per learner per class if you cancel a scheduled class with less than a week’s notice. All cancellation fees must be paid in full before a network’s learner can register for any future classes.

35

10. Marketing Start-up Fee: Marketing Start-Up fees are used to promote the opening (or re-opening) of your Restaurant and are applicable for new, remodeled or relocated Restaurants. (See Item 5)

11. 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.

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

13. Other Costs and Variables: The typical freestanding Restaurant has separate production and eating areas seating from 10 to 40 customers. Full service satellite Restaurants have limited production capabilities that vary from location to location. Satellites generally are smaller in size and may have special design and layout requirements. Larger Restaurants have walk-in refrigeration/freezer unit included in the gross square footage. Some projects may allow the walk-in refrigeration/freezer unit to be located outside of the building structure. Typically, satellites are developed in smaller strip retail centers, downtown, in dense urban storefront locations, or inside large regional malls. The cost of developing a satellite, while generally less than a manufacturing Restaurant, can vary substantially depending upon size, configuration and location. Individual satellites may have limited or no seating. Wholesale accounts, other satellites and other authorized distribution outlets may only be serviced by authorized manufacturing facilities (not by satellites). SDO and Gas/Convenience Restaurants are typically smaller than satellites. Some projects for SDO, Gas/Convenience and small satellite restaurants (less than 1,000 square feet) may require supplemental dry and/or cold storage.

While satellites generally offer a full range of products, menus may vary from satellite to satellite. Products not manufactured at the satellite are delivered from your manufacturing Restaurant. To ensure that an adequate supply of acceptable product is available for sale at the satellite, products must be transported in a suitable vehicle and in suitable containers on a schedule and in a manner acceptable to us in compliance with federal, state and local regulations, as well as our quality, freshness and other standards. You will be required to purchase a delivery vehicle which meets certain standards.

The estimated total does not include the cost of a delivery vehicle. Usually only one delivery vehicle is needed for each network of satellites. Additional vehicle(s) may be required, depending upon the size and design of the vehicle, the number, time and amount of deliveries, the distance between deliveries, and other factors.

Restaurants may vary from one another in many respects. For example, Restaurants in urban trade areas may be multi-level with kitchen, storage, sales, and seating areas on two or more levels, or have limited or no seating. Kitchen, storage and sales areas may be smaller than Restaurants in other areas. Specially designed equipment may be necessary. Urban Restaurants 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 raw materials, products and supplies to and from the Restaurant. Trash may require special handling, such as daily pickup. On average, urban Restaurants sell more individual products than, for example, dozens or half dozen doughnuts, which may increase the unit cost of products sold. Labor costs may be higher in urban Restaurants due to a wide variety of factors, including Restaurant configuration, 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.

14. 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.

36

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. Suppliers must agree to the quality assurance requirements described in the Supplier and Distributor Quality Management System Manual before being approved. We do not anticipate making this manual or any 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 System; (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: purchasing, distribution, fountain and packaged beverage products, and certain restaurant technology.

Dunkin' Approved Bakery Manufacturers

In selected markets, we have approved third-party manufacturers to manufacture using approved sources and deliver approved donut and bakery products to certain franchises. Franchisees must, on a form we approve, commit for a defined period of time to purchase from such manufacturer their requirements for donut and bakery products

37

that we designate. Manufacturers are required to produce and deliver the products according to our standards, specifications and protocols. We may also require you to secure an approved back-up source of supply for these products. In some instances, franchisees may be required to transport their own products using suitable vehicles and in suitable containers on a schedule and in a manner acceptable to us in compliance with federal, state and local regulations, as well as our quality, freshness and other standards. In such instances, you will be required to purchase a delivery vehicle, which meets certain standards.

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 point-of-sale (POS) cash register system (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 we guarantee your lease with a third-party landlord, you will be required to pay us a lease guaranty fee calculated in accordance with Item 6. This fee compensates us for our administrative costs and the possibility of loss resulting from default.

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 the Restaurant.

In the fiscal year ended December 28, 2019, Dunkin' entities (including us and our related Dunkin’ affiliates), had total U.S. revenues of $681,949,286. Of that amount, rental revenue from franchisees represented 17.1% ($116, 923,630) and revenue from required purchases represented 0.4% ($2,870,386). Revenue from required purchases generally means revenue received by Dunkin’ entities resulting from fees earned from franchisee access to online training programs required by the FA and fees earned based on usage of automated teller machines located within Dunkin’ Restaurants.

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.

Distributor Commitment Program

We have entered into an agreement with the National DCP, LLC (NDCP) under which we have appointed them as the exclusive purchasing and distribution entity for the Dunkin' System. 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

38

increases, shortages or outages. While participation in the NDCP is voluntary, the NDCP is the exclusive purchasing and distribution entity for the Dunkin' System and virtually all franchisees participate in the NDCP system, so your ability to access alternative supply and distribution may be very limited. 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 that 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. 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.

For satellite Restaurants, you may not have to pay a separate NDCP membership fee unless deliveries are made at the satellite(s), however, you will be required to execute an agreement with NDCP to purchase all of your requirements and services from the NDCP through one of your participating Restaurants. We have no control over such membership fees, which may change. You should check with the NDCP for a description of membership or other fees.

We do not currently participate as a member of the NDCP; however, to the extent we operate any Restaurants in the future, affiliates (on behalf of Restaurants that they operate) will participate. 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 Vice President, Supply Chain.

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.

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

39

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 Combo Franchise Agreement Stock Transfer Agr.

Agreement To Transfer by the Sale of Stock

SDA Store Development Agreement Offer Letter Offer Letter

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

Participant Agr. Participant Agreement

Select Dev Mkts

Select Developing Market Terms, Addendum to SDA and FA

Contract for Sale Contract for Sale

Veterans Incentive

Military Veterans Development Incentive

Termination Agr. Termination Agreement

IRO EM 2020/2021 Incremental Restaurant Openings: Select Established Markets

TOA Temporary Operating Agreement

IRO DM 2020/2021 Incremental Restaurant Openings: Select Developing Markets

Intranet Terms Dunkin’ Brands Intranet Terms of Use

SDO Incentive

Special Distribution Opportunity Incentive

SDO Dev Agr SDO Development Agreement

Sublease Sublease CDC Contract for Development and Construction Contract for Sale

Opt. to Assume

Option to Assume (Franchisee's) Lease (3 Party & 4 Party)

Guaranty Fee Lease Guarantee Fee Agreement

Lease Option Lease Option Agreement EPPA Electronic Payment Program Participation Agreement

Rider to Contract

Rider to Contract for Sale SEA Store Enhancement Agreement

Relocation Offer

Dunkin’ Relocation Incentive Offer

40

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 SDA: §3.A. Sublease Opt. to Assume Lease Option: §1 Rider to Contract: §2.4 Transfer Agr.: §2 Stock Transfer Agr: §2 Offer Letter: §3A CDC: §3(ii) SEA: §3.2 Relocation Offer: § B

Items 1, 6, 7 & 11

b. Pre-opening purchases/leases

FA: §7.02 - §7.05 Combo FA: §7.02- §7.05 CDC: §3

See a.

c. Site development and other pre-opening requirements

FA: §3.0 Combo FA: §3.0 SDA: §3.A Add SDA: §1- §2 Sublease: SDO Dev Agr: §5. CDC: §3 SEA: §1.3, §3.1-3.3, §5.2, Exhibit B, Exhibit C IRO EM IRO DM Select Dev Mkts. SDO Incentive Relocation Offer: §D.2

See a.

d. Initial and ongoing training

FA: §2.5, §4 Combo FA: §2.5, §4 Offer Letter: §2D Participant Agr. Rider to Contract: §4.2.D

Item 11

e. Opening FA: Contract Data B, §3 Combo FA: Contract Data B, §3 SDA§3 Add SDA Select Dev Mkts. Veterans Incentive: §1 TOA SDO Dev Agr.: §5 CDC: §3 IRO EM: IRO DM: SDO Incentive: Relocation Incentive: §C

Item 11

41


f. Fees FA: Contract Data C.-F., §4, §5, §6 §13.2 - §13.2.3, §14.4.4, §14.7.1 Combo FA: Contract Data C.-F., §4 §5, §6, §13.2 - §13.2.3, §14.4.4, §14.7.1 SDA: §2, §4, §6., §9.C., §9.D., Ex. B Add SDA: §3 Select Dev Mkts: §1 §2 Veterans Incentive: §1 Sublease: §1.8 - §1.13, §2, §5.1, §5.2 Rider to Contract: §2.3 §2.6, , §2.13, §4.1 Transfer Agr.: §5.3 Stock Transfer Agr.: §5.3 Offer Letter: §2A, §2B, §2D, §2E, §3A Contract for Sale: §7, Exhibit A, Exhibit B TOA SDO Dev Agr: §3, §4, §5 CDC: §3, §4, §5, §8 (xi), Exhibit B, Exhibit C Guaranty Fee: Recitals, §2 SEA: §2, Exhibit A, Exhibit B EPPA: §6 - §9 IRO EM: §1, §3, §4 IRO DM: §1, §3, §4 SDO Incentive: §1, §4 Relocation Incentive: §C.1, §C.3, §D.1, §D.3

Items 5 , 6 & 11

g. Compliance with standards and policies/Operating Manual

FA: §2.0 - §2.5, §3.0, §4, §5.1, § 6.2, §7, §8, §11, §12, §13.1, §14.4.2, §14.5, §14.7.4 Combo FA: §2.0 - §2.5, §3.0, §4, §5.1, § 6.2, §7, §8, §11, §12, §13.1, §14.4.2, §14.5, §14.7.4 SDA: §3.A., §5, §8 Participant Agr.: §1 Intranet Terms TOA SDO Dev Agr: §8 (viii) CDC: §3(iv) SEA: §3.3 Relocation Incentive: §B, §C, §D 4,5

Item 11

h. Trademarks and proprietary information

FA: §2.0 - §2.4, §9, §10.0 - §10.1, §10.3 – §10.5, §14.03, §14.41, §14.5 - §14.6, §14.7.3, §14.7.7 Combo FA: §2.0 - §2.4, §9, §10.0 – §10.1, §10.3 - §10.5, §14.03, §14.41, §14.5 – §14.6, §14.7.3, §14.7.7 SDA: §7, §11 Rider to Contract: §2.8, §4.3, §4.7 Participant Agr.: §1, §4 Intranet Terms: §6 SEA: §5.1

Items 13 & 14

i. Restrictions on products/services offered

FA: §2.0, §2.2, §7.0.4 - §7.0.5, §7.0.9, §7.5 Combo FA: §2.0, §2.2, §7.0.4 - §7.0.5, §7.0.9, §7.5 Sublease: §3.1, §5.10 SDO Dev Agr: Addendum §1

Item 16

42


j. Warranty and customer service requirements

FA: §2.5, §7.0.6 -, §7.0.8, §7.6 - §7.7 Combo FA: §2.5, §7.0.6, §7.0.7, §7.6 - §7.7

Item 11

k. Territorial development and sales quotas

SDA Add SDA Rider to Contract: §2.3.B, §4.5 SEA: §7, Exhibit B, Exhibit C IRO EM: §1 IRO DM: §1 SDO Incentive: §3

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 Sublease: §5.10

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, §7.1, §8 Combo FA: Contract Data G, §2.2, §2.4(b)(vii), §2.5, §3.0, §7.0.2, §7.1, §8 Sublease: §3.1, §5.7 - §5.9, § 5.13, § 7.1, §11.1, §13.12 Offer Letter: §2C TOA CDC: §3(i) SEA: §1.1, 1.3, Exhibit A Relocation Incentive: §D.2

Item 11

n. Insurance FA: §12 Combo FA: §12 Sublease: §5.3, §5.4, §7.1, §13.5 Rider to Contract: §4.6 SDO Dev Agr: §6

Items 6 & 8

o. Advertising FA: Contract Data D & F, §5.1, §5.3, §5.4, §6, §7.0.11, §9.1- §9.2 Combo FA: Contract Data D & F, §5.1, §5.3, §5.4, §6, §7.0.11, §9.1- §9.2 SDA Exhibit B Rider to Contract: Seller’s Exhibit 2 TOA SDO Dev Agr: §3, §4 CDC: §3(i)

Items 6 & 11

p. Indemnification FA: §2.4(vi), §9.5, §12.2, §14.9 Combo FA: §2.4(vi), §9.5, §12.2, §14.9 Sublease: §5.6, §5.8, §9.5 Rider to Contract: §3.1, §4.4 Transfer Agr.: §1.2, §2.0.3, §6.2, §6.5 Stock Transfer Agr.: §1.2, §6.2, §6.5 Participant Agr.: §2 - §7 Intranet Terms: §11 SDO Dev Agr: §6 Guaranty Fee: §3

Item 6

q. Owner's participation management/staffing

FA: §2.3, §4, §7.0.6 - §7.0.7, §7.4 Combo FA: §2.3, §4, §7.0.6 - §7.0.7, §7.4

Items 11 & 15

43


r. Records/reports FA: §5.2 - §5.5, §5.8, §7.0.3, §11 Combo FA: §5.2 - §5.5, §5.8, §7.0.3, §11 Add SDA: §1- §2 Sublease: §2.2 (ii), §2.2 (iii)

Item 6

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: §4.2, § 13.8

Items 6 & 11

t. Transfer FA: §13 Combo FA: §13 SDA: §9 Sublease: §2.2 (v), §6.2, §6.3 Rider to Contract Transfer Agr. Stock Transfer Agr. Contract for Sale: §7 CDC: §8 (xii) SEA: §8 IRO EM: §2 IRO DM: §2 Relocation Incentive: §7

Item 17

u. Renewal FA: §2.4(b) Combo FA: §2.4(b) SDA: §4 Add SDA: §3 Rider to Contract: §2.3.C Transfer Agr.: §5.4 Stock Transfer Agr.: §5.4 Relocation Incentive: §C.2

Item 17

v. Post-termination obligations

FA: §2.4(vi), §10.2, §10.3, §14.6 - §14.7.7 Combo FA: §2.4(vi), §10.2, §10.3, §14.6 - §14.7.7 SDA §8 Sublease: §2.2(v), §9.3, §9.5 Opt. to Assume: §4 Lease Option Rider to Contract: §2.3.B. Transfer Agr.: §1.0 Stock Transfer Agr.: §1.0 TOA Termination Agr. SDO Dev. Agr: §8, Addendum 1 §2 EPPA: §12

Item 17

w. Non-competition covenants

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

Item 17

44


x. Dispute resolution FA: §15 Combo FA: §15 SDA: §10 Intranet Terms: §7 SEA: §7, 7.1, 9

Item 17

y. Other (describe) None

45

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 financing of IFFs, 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 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 the lender 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-3) and comply with other requirements specific to that 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. In addition, 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.

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.

46

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, from time to time, 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 programs 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 National Cooperative Bank (NCB)

The following guaranteed financing program was developed in partnership with NCB to finance Restaurants, central manufacturing locations (CML’s) and delivery trucks and will be offered to certain franchisees previously approved by us. We intend to offer a variation of this program to certain prospective franchisees for CML’s and related truck leasing in markets we designate. Real estate acquisition is not allowed under this program; however, we reserve the right to make exceptions from time to time at our sole discretion. We will not receive any fees from NCB as part of this Program. We reserve the right to cancel or modify this incentive 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.

47

As of the date of this Disclosure Document, NCB offered the following terms:

Restaurant Financing – previously approved Franchisees Interest Rate 6 months interest only – 1- month LIBOR* plus 250 - 350 basis points. After

the interest only period, there are two interest rate options, a floating rate, the same as above, or a fixed rate based on the Five Year Treasury Note Yield ** plus 250 - 350 basis points

Annual Percentage Rate 4.13 – 5.13 % *** Term 10-years, with the first 6 months being interest only, 10-year amortization Closing Costs Depends on size and type of loan Documentation Fees Depends upon complexity of transaction and number of borrowing entities. Security Interest/ Collateral

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

Loan To Value Up to 90% project costs (or such lesser percentage as determined by the Franchisee)

* LIBOR as of 01/10/2020 was 1.68%

** 5 Year Treasury Note Yield as of 01/10/2020 was 1.63%.

*** Origination and closing/document fees could range between 1.5% - 2.0%.

Prepayment Penalties: – Typically, floating rate loans do not carry prepayment penalties. Fixed rate loans are subject to a yield maintenance fee determined and disclosed by NCB.

CML Financing

Interest Rate 24 month interest only period (including 6 month draw period) – 1 month LIBOR* plus 250 - 350 basis points. After the interest only period, there are 2 interest rate options, a floating rate, the same as above, or a fixed rate based on the Five Year Treasury Note Yield ** plus 250 - 350 basis points

Annual Percentage Rate 4.13 – 5.13%*** Term 10-years, with the first 24 months interest only and the remaining payments

being equal consecutive principal and interest payments or 10-years with 24 months interest only and the remaining payments being amortized over 10-years causing a balloon payment at the end of the term.

Closing Costs Depends on size and type of Loan. Documentation Fees Depends upon complexity of transaction. Security Interest/ Collateral

First priority security interest in all of each Borrower’s assets

Loan To Value Up to 90% of facility project costs, total amount financed not to exceed $3,500,000 for Charlotte, Cleveland & Tampa; $3,150,000 for all other DMA’s.

* LIBOR as of 01/10/2020 was 1.68%

** 5 Year Treasury Note Yield as of 01/09/2019 was 1.63%.

*** Origination and closing/document fees could range between 1.5% - 2.0%.

Each member Restaurant must corporately guarantee the CML loan up to its pro rata ownership in the CML.

Prepayment Penalties: - Typically, floating rate loans do not carry prepayment penalties. Fixed rate loans are subject to a yield maintenance fee determined and disclosed by NCB.

48

Delivery Truck Financing

Interest Rate 4-year fixed rate determined by reference to the 3 and 5 year Treasury Note Yield plus 200 - 225 basis points. A floating rate is not available.

Annual Percentage Rate 3.61-3.86% Term 4-years (the CML will have 18 months following the closing of the CML Loan

to disburse funds for delivery trucks) Closing Costs Depends on size and type of loan Documentation Fees Depends on size and type of loan Security Interest/ Collateral

First priority security interest in each vehicle

Loan To Value 100% of the Purchase Price*, total delivery truck amount financed not to exceed $320,000**

*The purchase Price - means the vehicle price, excluding taxes, insurance, registration, title, or other costs associated with the purchase.

** Provided that the total sum of the CML Project Costs and the delivery truck maximum amount do not exceed $3,500,000.

Prepayment Penalties: Fixed rate loans are subject to a yield maintenance fee determined and disclosed by NCB.

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, 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 1/17/2020, rate would be 1.653 + 4.75 = 6.403%)

Annual Percentage Yield 6.43% (based on $250k. loan, 5 yr. term, 6.403% 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 1/17/2020 = 1.653

49

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 before or at the opening of your Restaurant:

1. Most Restaurants are developed by franchisees who find their own locations. Many franchisees 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 considered 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 Sections 3 and 8 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 specified 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

50

(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 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, before 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 a Restaurant 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 to us, 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 Restaurants. (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 consumers 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 Dunkin' 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. 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.

51

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 written approval of all your local advertising and promotional plans and all materials you would like to use and it will be at your expense.

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 Dunkin’ Fund (Fund): We have established and administer the Fund, and direct the development of all advertising, marketing and promotional programs for the System. We determine 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. 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 this Disclosure Document was prepared, 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 28, 2019), the following unaudited percentages of funds received were spent on: production (5.0%); media placement (47.0%); point of purchase (P.O.P.) materials (5.0%); promotions (4.0%); administrative (11.0%); and other (28.0%). "Other" includes: market research, sponsorships, readiness kits (to prepare you and your staff for marketing programs), public relations, sports marketing, agency and professional fees and other items.

We may use up to 20% of CAF contributions 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 Dunkin’ 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 connection with our administration of the Fund. The balance of the CAF contributions, including any interest earned by the Fund, is used for 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 advertising and related 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% 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 the 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.

52

Dunkin’ 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 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 Councils’ bylaws. 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. The MSC is comprised of BAC members as well as the chair and co-chairs of key local Ad Committees. These local Ad committees’ chairs and co-chairs are elected at DAC meetings. Loyalty Program: You must fully participate in any Loyalty program that we require your Restaurant to participate in.

C. Computer Systems

Restaurant Technology Systems – Approved Platform:

All Restaurants are required to have, and you must purchase, the Restaurant Technology System that we designate 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, run your drive thru, use the Dunkin’ Brands learning and marketing programs and courses, and connect to the Internet. You and your employees must complete initial and ongoing training for the Restaurant Technology System, as we periodically 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, vendors may 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. As noted elsewhere, we reserve the right to approve only one vendor for various purposes, including technology vendors.

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 – consumers’ 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

53

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 before transfer as a condition of our approval of the transfer. If you are remodeling an existing Restaurant that uses an older system, we will require you to purchase and install the then-current Restaurant Technology System components, as well.

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 is necessary 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 technology as either 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 below 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: We require you to process and record all your sales on the POS system. The POS system can record accumulated sales and cannot be turned back or reset; the POS system must retain data in the event of power loss.

Minimum POS Configurations/System Cost Ranges by Operating Model

Operating Model (Note 1) Estimated Range of Costs Including Hardware, Software and Installation (Note 2,3)

Estimated Range of Cost for Annual Hardware and Software Maintenance

Dunkin’ with Drive-Thru $27,000 to $35,000 $3,100 to $3,200

Dunkin’ without Drive-Thru $20,000 to $26,000 $2,500 to $2,800

Combo with Drive-Thru $33,000 to $39,000 $3,500 to $3,700

Combo without Drive-Thru $24,000 to $30,000 $2,800 to $3,000

SDO with Drive-Thru $20,000 to $26,000 $2,500 to $2,800

SDO without Drive-Thru $14,000 to $20,000 $1,900 to $2,300

Note 1: The ranges above may include certain fees payable to us as repayment of the initial investment previously paid by us to the hardware and/or software vendor. Maintenance costs show POS System hardware maintenance for Year 2 and beyond and POS Software Maintenance. Unless specifically listed below, the maintenance cost above include updates and upgrades.

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.

54

Note 3: You may need additional POS equipment depending on the size and configuration of your Restaurant.

The 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. Back of House Software - (BOH): We require you to utilize the BOH software system that supports functionality such as cash and inventory to manage your franchise. This software is bundled by our approved BOH software vendor together with a labor management module, which is not required and which you may use or not use at your election. The BOH software cost currently ranges from $99 to $150 per Restaurant, per month.

3. 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. You may also use the workstation for other software and hosted services utilized in running your franchise. 4. Store Network: We require you to use a specified managed high-speed network solution from an approved vendor to support POS registers, front/back office applications, video surveillance systems, digital menu boards, drive-thru timers, guest WiFi, Dunkin’ Brands Online University programs, and other technologies that we may require.

Firewall, Internet equipment and managed services for the Store Network range from $225 to $275 per Restaurant per month; this cost includes certain PCI/PA-DSS products and services. Installation costs will range from $500 to $600 per Restaurant. Franchisees are solely responsible for meeting all PCI requirements and responsibilities and are required to complete the “Self Assessment Questionnaire” (SAQ) annually.

In certain locations where terrestrial Internet service is not available, an optional satellite solution, managed and provided via our approved vendor, is available at the same managed services rate of $225 to $275 per Restaurant per month. There will be a one-time installation and setup fee of $1,500 per Restaurant. In rural areas or areas where the cellular signal is weak and unable to support operations over a wireless primary or backup solution, a high-gain antenna will be required to increase signal strength for a one-time cost of approximately $500 per Restaurant.

5. Digital Signage: We require all new Restaurants or any Restaurant undergoing a remodel to install interior digital signage from an approved vendor. This includes a Digital Menu Board (DMB) system, as well as software, firmware or cloud based subscriptions necessary to maintain the digital signage in accordance with our standards. DMB equipment components include display panels, media players, installation kit, and a warranty for the display panels and media players.

Interior DMB must be installed in Dunkin’ standalone Restaurants and in the Dunkin’ side of a Combo Restaurants, and may be required for the Baskin-Robbins side of a Combo Restaurant.

Estimated interior DMB equipment requirements and cost ranges are below, but may vary depending on the size and configuration. Among other things, you may be required to install some or all of the following:

• The interior DMB system is a four-panel configuration, which includes four media players. Prices range from $9,500 to $11,200 depending on the size and model of the display panels. Costs for installation, electrical and networking to support a four-panel interior DMB system will range from $700 to $1,700 depending upon scope of work required.

• If we determine based on the size and configuration of your Restaurant, a two-panel configuration may be

used which includes two media players. Prices range from $5,500 to $6,300.

55

• We may require you to install an exterior free standing pedestal or ‘All-in-One’ Drive-thru canopy system, which includes a column structure and overhead canopy or canopy with a stand-alone stand, two exterior-rated digital panels featuring embedded POS order confirmation detail, two media players, receptacles for housing Drive-thru order point communications (speaker & microphone), installation kit, and warranty for both the display panels and the media players. A one-time fee estimate ranges from $18,500 to $24,000 depending upon the size/model of the canopy structure and upon your site configuration. Costs for installation, electrical and networking to support the exterior All-in-One canopy system will range from $3,600 to $4,200 depending upon scope of work required.

• We may require you to install an interior digital Order Status Board (OSB) at Dunkin’ standalone Restaurants and on the Dunkin’ side of the Combo Restaurants. The OSB includes an interior digital panel, media player, OSB pole, and installation kit and warranty for both OSB and the media player. You will incur a one–time fee that we estimate to range from $2,100 to $2,500, depending upon site size and configuration. We estimate that the costs for installation, electrical, and networking to support the interior digital OSB will range from $250 to $400 depending upon scope of work required.

• We may require you to install an exterior digital Drive-thru presell panel that includes a pedestal-mounted digital panel, media player, installation kit, and a warranty for both the digital panel and the media player. Prices currently range from $8,900 to $9,400 depending upon site size and configuration. We estimate that the cost for installation, electrical and networking to support the exterior digital Drive-thru presell panel will range from $950 to $1,150, depending upon scope of work required.

Digital Signage Systems On-going Cost: You must purchase monthly recurring managed services from our approved vendor, comprised of hosting of the DMB systems solution software, content management, storage and distribution of DMB systems content, "Help Desk" or "Support Desk" support, and proactive monitoring of the DMB solutions at the Restaurant. The monthly recurring service fee for a four-panel configuration ranges from $62 to $100 per Restaurant. Your cost will increase between $6 to $10 (each month) for each additional digital panel beyond a four-panel configuration.

6. Service Desk Services: You must use our approved provider of Restaurant Technology System Service Desk services, who provide 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. 7. Drive-Thru Monitoring System: We require you to purchase and install the Drive-Thru monitoring system from our approved vendors to enable both in-Restaurant and remote measurement of the Drive-Thru servicing times by key activities. We estimate that this system will be in the range of $2,500 to $3,000, depending on the type of system installed. On-going fees range from $400 to $600 per year, depending on the type of system installed. 8. Drive-Thru Audio System: We require you to purchase, install, and maintain the digital Drive-Thru audio system from our approved vendor. The cost for digital Drive-Thru audio equipment is a one-time fee that we estimate to range between $4,500 to $9,000, depending on the type of system installed.

9. Credit Card Processing Services / Payment Terminal Device: 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

56

payment terminal hardware and accessories range from $0 to $400 per unit. Installation costs per Restaurant range from $175 to $500. Hardware and software maintenance for payment terminals range from $320 to $400 per year. Variable costs depend on the number of payment terminals present. If we grant your Restaurant 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 $375 to $450. Hardware and software maintenance for the additional payment terminals range from $320 to $400 per year. Installation costs per Restaurant range from $175 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. 10. Stored Value Card (SVC): You are required to participate in the SVC program. Customers 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 $0.016 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. 11. Advance and Remote Ordering: We may require you to participate in advance and remote ordering programs through our approved vendor(s), which enables customers 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. 12. POS and BOH Technical Maintenance: We may require you to participate in a monthly maintenance program with our approved 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. 13. Payment Services: You may be required, in connection with your purchase of hardware, software and services from our approved 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%. 14. Data Availability: You may be required to purchase data availability services from our approved vendor for your Restaurants. Data availability includes the access to your time punch and transactional-level sales data for a rolling 18 months of data in the back office system. Annual fees for data availability are $36 per year, per Restaurant. Franchisees may opt out of data archiving, beginning in month 19, by providing thirty days’ notice before the next quarterly billing cycle; provided, however, a one-time re-activation fee of $1,500 plus all past monthly fees will be charged to reinstate the data archiving services.

15. In-Restaurant Music Service: You may be required to participate in an approved in-Restaurant music program to provide music and marketing content. We may require you to purchase, install, and maintain the system from our approved vendor, including a secondary, dedicated high-speed Internet access service. All costs are dependent upon the type of system installed,

57

and the size and configuration of your Restaurant. We do not permit playing music from other sources at your Restaurant. 16. Frictionless DT: You may be required to participate in an approved frictionless drive-thru program with our approved vendor. This would include a $32-$45 cost per site per month. 17. Security Patching: You are required to participate in a vendor approved security patching program. This would cover Operating System and other third party software patching/updating typically done once a month. The approximate cost would be $5-$10 per endpoint per month (Example endpoints: POS, KDS, Kiosk, etc.)

Combo Restaurants

In addition to the above requirements, Combo Restaurants may also be required to have these additional components:

1. 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 Combo Restaurant. The initial cost of such a printer from our vendor ranges from $75 to $1,000 depending on the model selected. 2. 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 consumers. Fixed monthly fees could range from $17 to $20.

Estimated Costs of Standard Optional Equipment:

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. These components are available, but not required.

1. Coin Changer: Franchisees are encouraged to install coin changers in their Restaurants. Approved coin changers can only be 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. 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.

3. Franchisee Business Intelligence (BI): BI is the above-store Business Intelligence reporting system that receives data nightly from the POS system. This tool provides you with better insight into product sales trends as well as the effectiveness of programs and promotions in your network. All Restaurants with POS systems may optionally enroll in the BI program at a cost of $9 to $15 per Restaurant, per month. Additionally, a network level data feed is available for a cost of $50 to $75

58

per franchisee network. You may opt out of BI by providing thirty days’ notice before the next billing cycle. We may offer alternative business analytics tools, which may range in cost from $8 to $56 per Restaurant, per month. 4. In Restaurant Self-Ordering Kiosk: In order to enable customers to place orders without the assistance of a cashier, you may elect to purchase and install a Self-Ordering Kiosk from our approved vendor. We estimate that the initial per kiosk hardware and software costs could range from $10,000 to $12,000, plus on-going annual maintenance costs of approximately $1,000 to $1,200 for the hardware and $480 to $540 for the software maintenance. Initial configuration and installation costs range from $900 to $1,200 per kiosk. 5. Line Busting Tablet: In order to enable a faster speed of service either inside or at the drive-thru, you may elect to purchase line busting tablet(s) from our approved vendor to at least take orders and potentially take payment. We estimate that the initial hardware and software costs could range from $2,500 to $4,000, plus on-going annual maintenance costs of approximately $200 to $300 for the hardware/software maintenance. Initial configuration and installation costs range from $900 to $1,200 per tablet. 6. Miscellaneous: Computer systems are vulnerable in varying degrees to computer viruses, bugs, power disruptions, communication line disruptions, Internet access and 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 at costs ranging from $85 to $600 per Restaurant per year based on services provided. D. Training

You must at all times manage your network with at least two individuals, one of whom must be you or another partner, shareholder (of your corporation) or member (of your limited liability company) and the other must be a designated representative; both of whom must have successfully completed our required training program, which may vary based on the role in your organization.

Successful completion of the applicable training program means:

• Achieving a cumulative score of 85% on all the written or verbal tests in each class;

• 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. You must also achieve proficiency in all aspects of the business. If you do not successfully complete our initial training requirements, you will not be granted a franchise regardless of whether you were previously approved to be a franchisee. Based on the size of your SDA, or the network you are acquiring, you will be required to send additional individuals to the same required training program before opening or operating your first Restaurant.

If you will own a network of 6 to 19 Restaurants, or are developing a network of 6 to 19 Restaurants in a three to five year period, you will be required to have a third individual attend initial training and complete any certification requirements. This third individual should be the person generally responsible for training in your network of Restaurants. This is a critical position that will help enable you to develop the network.

If you will own a network of 20 or more Restaurants, or are developing a network of 20 or more Restaurants in a three to five year period, you will be required to have a fourth individual attend training and complete any certification requirements. This fourth individual should generally be a multi-unit manager.

59

If you are developing or purchasing a Combo Restaurant, you must successfully complete our training and any certification requirements for both brands before opening.

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-unit 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.

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, customers, and suppliers.

We pay the cost of presenting the initial Brand training program; however, you must pay for uniforms, salaries, accommodations 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 (Exhibit H). You must secure active worker’s compensation insurance for your participants before they attend training sessions. A $100 cancellation fee per learner per class applies if you cancel a scheduled class with less than a week’s notice. All cancellation fees must be paid in full before a network’s learner can register for a future class.

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

Our training programs are regularly reviewed and updated.

Dunkin’ Brand Training Program: The Dunkin’ Brand Training program takes a minimum of 15 days to complete the classroom/instructional phases. (These days may not be consecutive.) This does not include online training, in-Restaurant practice or travel time and is offered a minimum of 25 times a year at Dunkin’ Brands University (DBU) in Braintree, Massachusetts, or in a designated training Restaurant. 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 will be available close to your home or that you can avoid travel, hotel and meal expenses during such 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 65 hours to complete. This is in addition to the classes listed.

As of the date this Disclosure Document was prepared, the following summarizes the Dunkin’ Brand Training Program for a single-brand Restaurant:

CORE INITIAL TRAINING PROGRAM

Subject Hours of Online Training*

Hours of On-The-Job Training

Nature of Instructional Materials

Location

Orientation to QSR 2 hours -- Online training Online Dunkin’ Brand Orientation

1 hour -- Online training Online

Food Safety Training 6.5 hours - - Operations and Training Manuals, job aids, workbooks, handouts, online training

Online

60

Dunkin’ Ops 101 – Restaurant Basics

12 hours 40 to 50 hours Operations and Training Manuals, job aids, workbooks, handouts, online training

Training Facility/Training Restaurant **

Dunkin’ Ops 201 – In-Restaurant Experience

12 hours 40 to 50 hours Operations and Training Manuals, job aids, workbooks, handouts, online training


Dunkin’ - Production Training

2-5 hours 40 to 100 hours***

Operations and Training Manuals, job aids, workbooks, handouts, online training


POS & Back Office Training

8-10 hours 30 hours **** Operations and Training Manuals, job aids, workbooks, handouts, online training

Classes are held in the New England, Mid-Atlantic, and Arizona DCP or Training Facility

TOTAL 44 to 50 hours

150 to 230 hours

Notes: The classroom and in-Restaurant time is based on ten hour days.

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

** Some or all of the operational training may be conducted at our training facilities at DBU in Braintree, MA, or at other locations we determine. There may be additional time needed to achieve required competency levels, which may be conducted at a location other than DBU. The amount of time required is a function of the individual’s ability to personally demonstrate the competencies.

*** The amount of time required to complete production training may be as low as 40 hours or as high as 100 hours. If the Restaurant is getting its product from a CML or is producing “Just Baked” product, then the training is 40 hours. If the Restaurant is engaged in on-site full production, then the training will be 100 hours. This may increase your cost for travel, hotels and meals for you and your designated representative(s).

**** Currently, the POS training is conducted over a 3-day period and delivered directly by the vendor. We are in the process of evaluating this program and changes may occur.

Additional Training: In addition, for your first Restaurant, we may require you to participate for up to ten days in the opening of another Restaurant. Learning Team: As of December 28, 2019, the Dunkin’ Brand Training program is supported by members of the field learning team. This team consists of a senior manager of new franchisee learning, four full time learning managers and one learning specialist. Most of this staff was previously employed as Restaurant managers at Restaurants in our Brands or otherwise in the quick service restaurant industry. The average tenure of these team members with us and our predecessors is 19 years.

Core Training Program Course

Instructors Experience

Length of Experience in the field related to the subject

Length of Time with the Franchisor

Dunkin’ Op 101 5 - 40 years 5 - 40 years 5 - 40 years Dunkin’ Op 201 5 - 20 years 5 - 20 years 5 - 15 years Production Training 5 - 40 years 5 - 40 years 5 - 40 years

61

Who Must and Who May Attend:

Who Must Attend Cost to attend Training Program

Who May Attend Training

Cost to attend Training Program

Dunkin’ Standalone

New Build & Transfers

1-5 Restaurants

2 people

(Franchisee Candidate and designated representative)

Included in IFF Any additional person

Up to $100 per person per day



6-19 Restaurants

3 people

(Franchisee Candidate, designated representative and person responsible for training in your network)





20+ Restaurants

4 people

(Franchisee or Candidate*, designated representative, person responsible for training in your network and a District/Multi Unit Manager)



* 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.

Online Training: Our online training program, referred to as “Dunkin’ Brands Online University” or “The U” is the required training program for franchisees, their management and their crew. You will be required to have a broadband high -speed Internet connection and a PC (personal computer) capable of accessing the Internet and using our online program. For any Dunkin’ Brand Training program, you will need to bring a Wi-Fi enabled laptop computer(s) with you so that you and your manager can individually access and complete the online portion of the training. You will be required to agree to our Intranet terms of use (which we may periodically update) and pay an annual online access fee. The current annual non-refundable online access fee is $340 per Restaurant. 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 we 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 part of the team is led by three senior managers of field learning and 15 learning managers.

Operations Manuals: We will provide you access to and training for our “Ops Source” online database where you can use and download electronic copies of all 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

62

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. (A copy of the table of contents of each operations manual as of the date of this Disclosure Document is attached as Appendix IV.)

63

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 Dunkin’. If we do ever approve a Website that you promote and develop relating to Dunkin’ (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 a 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 a 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 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 Dunkin’ 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

64

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 you are offered and you sign an SDA with one or more conditional options to extend, you will need to execute an Addendum to the SDA and meet all conditions outlined in that Addendum in order to exercise those options. We do not anticipate making this option to extend available to anyone who is developing more than three Restaurants and it will not necessarily be available for all SDAs of three Restaurants or less. We may modify or cancel this program at any time.

If we approve your addition of a Baskin-Robbins Restaurant to your Restaurant, you will be required to pay to our affiliate, BR, an additional IFF and you will need to execute a Combo Franchise Agreement. (See Item 5.)

Store Enhancement Agreement (SEA)

Eligible existing franchisees who have signed a SEA may also be granted limited enhancement area rights for the term of the SEA, subject to the conditions of the SEA. If we mutually decide to enter into a SEA, then during the term of the SEA, we would neither develop nor approve other Dunkin’ and/or Combo franchisees to develop additional Restaurants in the limited enhancement area.

If you sign a SEA, you may be responsible for developing a minimum number of Restaurants as specified in the SEA. We will determine the size of the Store Development Area, the number of Restaurants to be developed, the duration of the SEA, and the development schedule. If you no longer meet our then-current guidelines for multi-Restaurant development and ownership, then we will have the right to withhold or condition our approval of your development or opening of scheduled Restaurants.

Entering into the SEA does not mean that you have any exclusive right to any potential customer base for your Restaurant(s). The SEA will not afford you any right to distribute products outside of your Restaurant.

If you sign an SEA, then under certain conditions, we may make available certain SDOs that arise within the limited enhancement area or the Store Development Area. The SDOs include 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. If we make these types of opportunities available to you, that availability will be conditioned upon your ongoing compliance with all material provisions of the SEA (as well as your other agreements) with us and our affiliates, your ongoing satisfaction of our expansion criteria (for new development), and the permission of the party that controls the SDO. You would not have any other rights to pursue SDOs. We retain the exclusive right to pursue all SDOs inside the limited enhancement area and the Store Development Area.

In addition, if there are Restaurants operated by other Dunkin’ or Baskin-Robbins franchisees in the limited enhancement area or the Store Development Area, then we reserve the right to approve the relocation of each of those Restaurants within its already-existing trade area.

If you sign a SEA, then among other things, we would retain the right to distribute Dunkin’ and Baskin-Robbins products and services of every kind and nature through any channel of distribution.

65

Whether you sign an FA, SDA, or a SEA you will not receive an exclusive territory. You may face competition from other franchisees, from outlets that we own, or from other channels of distribution, from products we license, or competitive brands that we control.

66

Item 13: Trademarks

Under the FA, you will be granted the right to operate a Restaurant under the Dunkin’ 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, “Dunkin’ Donuts”, “Dunkin’”, “DD”, “Dunk”) and you may not use your name in connection with our Trademarks in advertising your Restaurant (for example, “John Smith’s Dunkin’ ”). 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 authorize 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, DD IP Holder LLC (as described in Item 1). There is no agreement that limits our right to use or license the use of the Dunkin’ Trademarks related to the franchise. (When we state that we “own” the Trademarks, we mean that we own them indirectly, through DD 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

DUNKIN’ DONUTS 748,901 April 30, 1963

DUNKIN’ DONUTS 1,148,165 March 3, 1981

DD cup logo (in color) 3,282,278 August 21, 2007

DUNKIN’ 4,290,078 February 12, 2013

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.

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

67

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.

68

Item 14: Patents, Copyrights, and Proprietary Information

Copyrights We own common law copyrights in the Brand manuals, 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 Dunkin’ 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, DD IP Holder LLC (see Item 1).

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

69

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

Development of your Business If you have a SDA, in addition to managing individual Restaurant 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 customers 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 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 that your on-premises manager should 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 the entity's performance of all of the franchisee's obligations under the franchise agreement 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 also sign a personal guarantee.

70

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 SDO Restaurant, the menu that we require may be different than the full menu required in our traditional Resturants.

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 also must follow our required methods of product preparation and delivery.

Your franchise is limited to one location and all sales must be made only 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.

71

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. Offer Letter Offer Ltr. Sublease Sublease Temporary Operating Agreement TOA Contract for Development and Construction CDC 2020/2021 Incremental Restaurant Openings IRO SDO Development Agreement SDO Dev Agr Lease Option Agreement Lease Option Lease Guaranty Fee Agreement Guaranty Fee Option to Assume Lease (3 Party & 4 Party) Opt. to Assume Electronic Payment Program Participation Agreement EPPA Intranet Terms of Use Intranet Terms

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 SDO Dev Agr: §2 Offer Ltr: §2B

Typically 20 years. If you buy an existing Restaurant, you will obtain the remaining term of your seller’s franchise. See Note 1. Offer Ltr: You will sign DUNKIN’BRANDS then current Franchise Agreement with franchise term through (insert date).

b. Renewal or extension of the term

FA: §2.4(b) Combo FA: §2.4(b) Transfer Agr.: §5.4

Conditional Renewal See Note 2

72


Summary

c. Requirements for Franchisee to renew or extend

FA: 2.4(b) Combo FA: 2.4(b)

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)

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: §5 Sublease: §13.7 Intranet Terms: End User Agr. §3 EPPA: §12

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

f. Termination by Franchisor with cause

FA: §14 Combo FA: §14 Sublease: §9 CDC: §3(ix), §8(i), Ex. C, E Lease Option: §2 Opt. to Assume: §3 SDO Dev Agr: §8 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. CDC: If you are in default under this agreement and fail to cure, we may assign the lease back to you and terminate the franchise agreement; you will be required to compensate us for development and construction costs paid by us in an amount equal to the current Buy-Out Costs. If you are in default under the CDC and the default is not cured (or not curable), that will also be deemed to be a termination of the SDA and you will lose all rights and funds paid under the SDA without further notice. CDC Exhibit C: we can terminate this Lease of Land if you commit a default that cannot be cured or fail to timely cure a default under your Lease of Land, your Franchise Agreement or other contract with us or our affiliates materially affecting the Premises. SDO Dev Agr: If you fail to perform or repudiate the SDO Dev Agr, we can terminate the Agreement and you will compensate us for our expenses. Lease Option & Opt. to Assume: If Franchise Agreement is terminated for any reason, we may assume your lease.

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 CDC Ex C.

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)

73


Summary

h. "Cause" defined – non-curable defaults

FA: §14.0.2 - §14.0.6, §14.2, §14.3 Combo FA: §14.0.2 - §14.0.6, §14.2, §14.3 Sublease: §9 CDC Ex. C Guaranty Fee: §4

The following defaults can not 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 Dunkin’ (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)

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

FA: §10.2 - §10.4, §14.4.4, §14.6 - §14.8, §16.0 Combo FA: §10.2 – §10.4, §14.4.4, §14.6 - §14.8, §16.0 Sublease: §5.12, §9.5 Lease Option Opt. to Assume: §4 TOA CDC Ex. C Termination Agr: §2 EPPA: §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 other materials in your possession, (v) disconnect or terminate any telephone listings and/or fictitious name registration containing any part of the Proprietary Marks, (vi) 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, or if we don’t elect, remove all Proprietary Marks or other distinguishing indicia, (vii) assign to us (if we elect) any interest which you have in the sublease or any other agreement related to the Restaurant, or if we don’t elect, make such changes to the premises as we reasonably require to distinguish it from other of our Restaurants, (viii) comply with the restrictions set forth in section 10.2 of the Franchise Agreement for 2 years thereafter and (ix) maintain all state and federal tax returns for 5 years thereafter.

j. Assignment of contract by Franchisor

FA: §13.0 Combo FA: §13.0, §16.8 Sublease §6.1 CDC: §8(vi), Ex. C 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.

74


Summary

k. "Transfer" by Franchisee - defined

FA: §13.1 Combo FA: §13.1 Contract for Sale: §7 CDC: §8(xii), Ex. C Sublease: §6.2, §6.3 IRO: §2

FA & Combo FA: 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. Lease of Land: You may not sublet, assign, transfer, mortgage of otherwise encumber the Lease of Land without our prior written consent. IRO: If prior to the opening of the Restaurant, or within the first two years of Term, you assign, transfer or sell any of your right, title and interest in the FA for the Restaurant, then we have the right to payment from you of the dollar value of the Dunkin’ IFF Incentive.

l. Franchisor approval of transfer by Franchisee

FA: §13.1 Combo FA: §13.1 Rider to Contact Transfer Agr. Stock Transfer Agr. Sublease : §6.2 - §6.3 Contract for Sale: §7 CDC: §8(xii)

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’s approval of transfer

FA: §13.1 - §13.4 Combo FA: §13.1 - §13.4 Transfer Agr. Rider to Contract Stock Transfer Agr. CDC: §8(xii) Sublease : §6.2 - §6.3

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.

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.

75


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 CDC: §8(ii) 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 CDC: §8(ii) SDO Dev Agr: §9.A.

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.

u. Dispute resolution by arbitration or mediation

FA: §15 Combo FA: §15 CDC Ex. C

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. CDC Ex. C: Each party waives trial by jury in any action, proceeding or counterclaim.

76


Summary

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 CDC: §8(iii) SDO Dev Agr: §9.B. Intranet Terms: CDC: §7

The Franchise Agreement and our other agreements are 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 Franchise Agreement 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 FA, 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.

77

Table 17 B: Store Development Agreement (SDA)

This table lists certain important provisions of the Store Development Agreement. You should read these provisions in the agreement attached to this Disclosure Document. See Note.

Name of Document Abbreviation Store Development Agreement SDA Addendum to SDA Conditional Option(s) to Extend Add SDA Contract for Construction and Development CDC

Provision Section in SDA Summary a. 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 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 CDC: Ex. E

SDA: See g. and h. of this Table. CDC: If you are in default under the CDC and the default is not cured (or not curable), that will be deemed to be a termination of the SDA and you will lose all rights and funds paid under the SDA without further notice.

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 affiliates or us, or if we terminate any of your Franchise Agreements in the DMA in which this SDA is located. See Table 17.A.

i. Your obligations on termination/ non-renewal

SDA: §8 CDC: §8(i)

Pay all money owed to us.

78

Provision Section in SDA Summary j. Assignment of

contract by Licensor

SDA: §9.A CDC: §8(vi)

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 CDC: §8(xii)

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.

l. Licensor's approval of transfer by you

SDA: §9.B CDC: §8(xii)

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

m. Conditions for Licensor's approval of transfer

SDA: §9.C CDC: §8(xii)

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 CDC: §8(ii)

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.B

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.B Arbitration shall take place at the American Arbitration Association office in the state in which the majority of the Store Development Area is located.

79

Provision Section in SDA Summary 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.

80

Item 18: Public Figures

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

81

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: If you are thinking of entering into an agreement to operate a SDO Restaurant (whether Dunkin’ or Combo Restaurant) please note that the information in this Item 19 does not generally apply to SDO Restaurants with the exception of Gas/Convenience Restaurants in Table 3. We do not make financial performance representations about SDO Restaurants.

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 eight tables that follow in this Item 19. You should read them together with all of the notes and explanatory information that follows in this Item 19.

Dunkin’ Restaurants

The following tables and notes provide financial performance representations that are historical, and that are based on information from existing Dunkin’ Restaurants (exclusive of Combo and SDO Restaurants) that have been open for business to the public for at least one year during a one-year measuring period from October 28, 2018 to October 26, 2019.

The site types listed in the following tables are defined as follows:

• Freestanding: A Restaurant, either newly constructed or an existing structure (to be retrofit), that does not share any common walls with any third party.

• Shopping Center/Storefront: A Restaurant that shares a common wall (or walls) with third parties. The Restaurant could be an anchor (endcap) or inline tenant space in a strip center, or it could be a location in a high density, multiple level construction (typically urban/downtown office building setting) sharing common wall and ceiling/floor construction with any third party.

• Gas/Convenience Restaurants: A Restaurant that is a sub-or shared tenancy within a Gas/Convenience host environment.

• Drive-Thru Only: A Restaurant that does not have any indoor seating, but allows for customers to drive up to the structure to place orders. In some cases, there may be a walk up window or front counter. Restaurants may be Freestanding, Shopping Center/Storefront or Gas/Convenience but are typically smaller than their counterparts with indoor seating.

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

82

Table 1: Continental U.S. Dunkin’ Single Branded Restaurants Average Restaurant Sales – Freestanding Type For The Period October 28, 2018 To October 26, 2019

Drive-Thru Restaurants Non Drive-Thru Restaurants

Regions Total Number of Restaurants

in Sample Average Sales

% Restaurants at or Above Average*

Total Number of Restaurants in

Sample

Average Sales


Northeast 1,537 $1,403,218 45% 432 $1,039,080 46%

Midwest 269 $1,183,531 46% 13 $930,922 46%

South 538 $1,105,106 44% 44 $958,501 48%

West** 62 $1,133,654 40% N/A N/A N/A

Total Continental

U. S. 2,406 $1,305,050 46% 496 $1,027,036 46%

* 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 2: Continental U.S. Dunkin’ Single Branded Restaurants Average Restaurant Sales – Shopping Center/Store Front Type

For The Period October 28, 2018 To October 26, 2019 Drive-Thru Restaurants Non Drive-Thru Restaurants

Regions Total Number

of Restaurants in Sample

Average Sales % Restaurants

at or Above Average*

Total Number of Restaurants in

Sample Average Sales

% Restaurants at

or Above Average*

Northeast 427 $1,260,171 44% 1019 $892,956 43%

Midwest 193 $924,027 42% 118 $677,188 42%

South 410 $1,032,461 45% 224 $767,068 44%

West 85 $1,064,221 46% 29 $904,713 45%

Total Continental

U. S. 1,115 $1,103,317 46% 1,390 $854,597 43%


83

Table 3: Continental U.S. Dunkin’ Single Branded Restaurants Average Restaurant Sales – Gas & Convenience Site Type


Regions

Total Number of

Restaurants in Sample

Average Sales

% Restaurants at

or Above Average*

Total Number of Restaurants

in Sample Average Sales


Northeast 406 $1,021,447 44% 331 $666,213 44%

Midwest 101 $864,666 43% 38 $544,561 45%

South 132 $903,539 45% 51 $478,658 45%

West** N/A N/A N/A N/A N/A N/A

Total Continental

U. S. 640 $971,757 45% 424 $629,990 42%



Table 4: Continental U.S. Dunkin’ Single Branded Restaurants Average Restaurant Sales –Drive Thru Only

For The Period October 28, 2018 To October 26, 2019

Regions Total Number of Restaurants in

Sample Average Sales % Restaurants at or Above Average*

Northeast 30 $870,050 50%

Midwest** N/A N/A N/A

South** N/A N/A N/A

West** N/A N/A N/A

Total Continental U. S. 36 $870,959 47%



84

Table 5: Continental U.S. Dunkin’ Single Branded Restaurants

Average Cost Of Goods Sold & Average Labor Cost Stated As A Percentage Of Total Sales

For The Period November 1, 2018 To October 31, 2019

Regions

Total Number of


Average Cost of Goods Sold

% Restaurants with Cost of

Goods Sold at or Below the

Average Shown *

Average Labor Cost

% Restaurants with Labor at or Below the

Average Shown*

Northeast 4,012 25.3% 54.3% 28.9% 54.9%

Midwest 666 28.2% 57.7% 27.2% 54.5%

South 1,271 28.8% 56.3% 27.2% 55.0%

West 160 27.5% 58.1% 31.1% 57.5%

Total Continental U. S. 6,109 26.4% 55.2% 28.4% 55.4%

* 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 28, 2018 to October 26, 2019.

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.)

85


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


Regions

Total Number of Restaurants in Sample

Average Sales

Average Sales - DD

Average Sales -

BR

% Restaurants at

or Above

Average*

Total Numbe

r of Restaurants in Sample

Average Sales

Average Sales -

DD

Average Sales -

BR

% Restaurants at or Above Average *

Northeast 19 $1,414,447 $1,311,331 $103,116 37% 268 $1,108,750 $988,163 $121,038 47%

Midwest 65 $1,183,842 $1,061,277 $122,564 52% 47 $961,263 $843,682 $117,582 49%

South 108 $1,157,478 $1,012,127 $145,350 47% 53 $927,619 $796,796 $130,822 45%

West** N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Total Continental U. S.

199 $1,187,810 $1,050,245 $138,259 48% 370 $1,061,174 $939,405 $122,098 46%

* 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.


Table 6: Continental U.S. Combo Restaurants Average Restaurant Sales- Free Standing Site Type


Regions

Total # of


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 90 $1,644,949 $1,508,901 $137,577 49% 79 $1,229,445 $1,090,634 $138,811 51%

Midwest 189 $1,377,687 $1,206,878 $172,635 50% 21 $874,616 $744,486 $130,131 52%

South 260 $1,212,223 $1,079,484 $137,419 47% 18 $910,454 $775,467 $134,987 44%

West** N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Total Continental

U. S. 548 $1,340,102 $1,193,026 $150,905 48% 119 $1,118,451 $980,799 $137,652 45%

86

Table 8: 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, 2018 To October 31, 2019

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 448 26.0% 52.2% 28.9% 57.6%

Midwest 309 28.2% 58.6% 26.9% 53.1%

South 403 29.4% 55.1% 28.2% 55.6%

West 13 29.9% 61.5% 30.8% 61.5%

Total Continental U. S. 1,173 27.8% 55.1% 28.2% 56.5%

* 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 1, 2, 3, 4, 6 & 7)

(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. This sales data does not include sales tax. (See Item 20).

(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 staff, 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.

87

(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.

(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 consumer 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.) Customer Preferences and New Products: Your sales may be affected by consumer 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 above may not be available for sale in your state or region.

Notes Regarding COGS Data (Tables 5 & 8)

• “COGS” means the cost of goods sold including food, beverages and items served or associated with thefood 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, 2018 through October 31, 2019. 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

88

organization, continual training of you and your staff, 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.

(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 above 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 5 & 8)

• “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, 2018 through October 31, 2019. 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 staff, 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.

89

(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.

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 5 & 8 is a subset of the “Total Number of Restaurants/Combo Restaurants in Sample” in Tables 1, 2, 3, 4, 6 & 7, because not all Restaurants or Combo Restaurants in Tables 5 & 8 reported COGS and Labor data for the twelve-month reporting period.

• All of the Restaurants or Combo Restaurants in Tables 5 & 8 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.

90

DUNKIN’ SDO, ALASKA & HAWAII, GAS & CONVENIENCE

COMBO RESTAURANTS AND REGIONS WITH INSUFFICIENT DATA

We do not make financial performance representations about Dunkin’ restaurants in these categories: SDO; Restaurants or Combo Restaurants in Alaska and Hawaii; Gas & Convenience Combo Restaurants; or Site Types in Regions with a sample size of fewer 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 in these categories. 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.

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.

91

Item 20: Outlets and Franchisee Information As described in Item 1, the Dunkin’ franchisor is Dunkin’ Donuts Franchising LLC. Dunkin’ does not operate any company-owned Restaurants.

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 franchisees who have left the system within the last fiscal year.

A. DUNKIN’

Table 1: Systemwide Dunkin’ Outlet Summary for Years 2017 to 2019

(See Note 3)

Outlet Type Year Outlets at Start of Year

Outlets at End of

the Year (Note 2)

Net Change

Franchised 2017 7,563 7,839 +276 2018 7,839 8,091 +252 2019 8,091 8,282 +191

Company-Owned (Note 1)

2017 0 0 0 2018 0 0 0 2019 0 0 0

Total Outlets 2017 7,563 7,839 +276 2018 7,839 8,091 +252 2019 8,091 8,282 +191

Note 1: Company-Owned outlet counts include outlets majority owned or operated by our affiliates. Note 2: The total number of Dunkin’ solo outlets may be affected by the closing of the Baskin-Robbins portion of some Combo Restaurants. These former Combo Restaurants are now counted under Dunkin’ solo Restaurants. We do not consider these as new Restaurant openings.

Note 3: The tables provide information during the periods labeled as 2017, 2018 and 2019. The fiscal year 2017 numbers represent the 12-month period between January 1, 2017 and December 30, 2017. 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. If multiple events occurred affecting an outlet, this table shows the event that occurred last in time.

92

Table 2: Transfers of Dunkin’ Outlets From Franchisees to New Owners (Other Than

the Franchisor) for Years 2017 to 2019 (See Note)

State Year Number of Transfers

Alabama 2017 9 2018 1 2019 0

Alaska 2017 0 2018 0 2019 0

Arizona 2017 0 2018 45 2019 20

Arkansas 2017 0 2018 3 2019 1

California 2017 1 2018 4 2019 0

Colorado 2017 0 2018 3 2019 2

Connecticut 2017 3 2018 6 2019 24

Delaware 2017 0 2018 0 2019 0

District of Columbia 2017 0 2018 0 2019 0

Florida 2017 27 2018 25 2019 21

Georgia 2017 10 2018 17 2019 3

Hawaii 2017 0 2018 0 2019 0

Idaho 2017 0 2018 0 2019 0

Illinois 2017 38 2018 9 2019 12

Indiana

2017 5 2018 3 2019 1

93

Table 2:

Transfers of Dunkin’ Outlets From Franchisees to New Owners (Other Than the Franchisor) for Years 2017 to 2019

(See Note)


Iowa 2017 0 2018 8 2019 0

Kansas 2017 1 2018 1 2019 0

Kentucky 2017 5 2018 3 2019 1

Louisiana 2017 0 2018 1 2019 1

Maine 2017 1 2018 0 2019 0

Maryland 2017 2 2018 0 2019 1

Massachusetts 2017 13 2018 23 2019 12

Michigan 2017 4 2018 3 2019 0

Minnesota 2017 0 2018 0 2019 1

Mississippi 2017 0 2018 1 2019 0

Missouri 2017 0 2018 7 2019 2

Montana 2017 0 2018 0 2019 0

Nebraska 2017 0 2018 0 2019 0

Nevada 2017 0 2018 0 2019 5

New Hampshire 2017 1 2018 0 2019 6

94

Table 2: Transfers of Dunkin’ Outlets From Franchisees to New Owners (Other Than

the Franchisor) for Years 2017 to 2019 (See Note)


New Jersey 2017 4 2018 27 2019 20

New Mexico 2017 0 2018 0 2019 0

New York 2017 39 2018 48 2019 85

North Carolina 2017 13 2018 2 2019 0

North Dakota 2017 0 2018 0 2019 0

Ohio 2017 3 2018 4 2019 1

Oklahoma 2017 0 2018 1 2019 0

Oregon 2017 0 2018 0 2019 0

Pennsylvania 2017 18 2018 13 2019 31

Rhode Island 2017 0 2018 15 2019 1

South Carolina 2017 12 2018 0 2019 0

South Dakota 2017 0 2018 0 2019 0

Tennessee 2017 15 2018 1 2019 0

95

Table 2: Transfers of Dunkin’ Outlets From Franchisees to New Owners (Other

Than the Franchisor) for Years 2017 to 2019 (See Note)


Texas 2017 0 2018 7 2019 0

Utah 2017 0 2018 0 2019 0

Vermont 2017 0 2018 0 2019 0

Virginia 2017 12 2018 3 2019 4

Washington 2017 0 2018 0 2019 0

West Virginia 2017 0 2018 2 2019 0

Wisconsin 2017 1 2018 0 2019 4

Wyoming 2017 0 2018 0 2019 0

Total 2017 237 2018 286 2019 258

Note: The tables provide information during the periods labeled as 2017, 2018 and 2019. The fiscal year 2017 numbers represent the 12-month period between January 1, 2017 and December 30, 2017. 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. If multiple events occurred affecting an outlet, this table shows the event that occurred last in time.

96

Table 3:

Status of Dunkin’ Franchised Outlets for Years 2017 to 2019 (See Note 1)

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 2017 31 5 0 0 0 3 33 2018 33 2 1 0 0 0 34 2019 34 2 0 0 0 0 36

Alaska 2017 0 0 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0

Arizona 2017 74 2 0 0 0 1 75 2018 75 11 0 1 0 2 83 2019 83 5 0 0 0 3 85

Arkansas 2017 7 2 0 0 0 0 9 2018 9 0 1 0 0 3 5 2019 5 1 0 0 0 0 6

California 2017 39 23 0 0 0 0 62 2018 62 24 0 0 0 1 85 2019 85 14 0 0 0 0 99

Colorado 2017 34 4 0 0 0 1 37 2018 37 5 0 0 0 5 37 2019 37 0 0 0 0 0 37

Connecticut 2017 532 11 0 0 0 6 537 2018 537 7 0 0 0 13 531 2019 531 12 0 0 0 15 528

Delaware 2017 58 2 0 0 0 2 58 2018 58 1 0 0 0 0 59 2019 59 5 0 1 0 0 63

District of Columbia

2017 23 0 0 0 0 1 22 2018 22 0 0 0 0 0 22 2019 22 1 0 0 0 1 22

Florida 2017 728 59 4 0 0 0 783 2018 783 41 0 1 0 10 813 2019 813 39 0 2 0 5 845

Georgia 2017 133 8 0 0 0 1 140 2018 140 11 1 0 0 0 150 2019 150 14 0 0 0 2 162

Hawaii 2017 0 10 0 0 0 0 10 2018 10 2 0 0 0 0 12 2019 12 0 0 0 0 0 12

Idaho 2017 0 0 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0

97

Table 3: Status of Dunkin’ Franchised Outlets for Years 2017 to 2019

(See Note 1)


Year

Outlets Opened

Terminations

Non-Renewals

Reacquired by

Franchisor

Ceased Operations

- Other Reasons


Year

Illinois 2017 398 27 0 0 0 7 418 2018 418 23 0 0 0 11 430 2019 430 15 0 0 0 5 440

Indiana 2017 48 7 0 0 0 2 53 2018 53 8 0 0 0 1 60 2019 60 8 0 3 0 2 63

Iowa 2017 22 2 0 2 0 0 22 2018 22 6 0 0 0 0 28 2019 28 2 0 0 0 0 30

Kansas 2017 20 3 0 0 0 0 23 2018 23 2 0 0 0 0 25 2019 25 5 0 0 0 1 29

Kentucky 2017 23 2 0 0 0 3 22 2018 22 2 0 0 0 0 24 2019 24 6 0 0 0 0 30

Louisiana 2017 10 2 0 0 0 1 11 2018 11 5 0 0 0 4 12 2019 12 1 0 1 0 2 10

Maine 2017 156 5 0 0 0 4 157 2018 157 9 0 0 0 6 160 2019 160 4 0 0 0 2 162

Maryland 2017 160 7 0 0 0 3 164 2018 164 14 0 0 0 1 177 2019 177 16 0 0 0 1 192

Massachusetts 2017 1,164 18 0 0 0 18 1,164 2018 1,164 25 0 0 0 20 1,169 2019 1,169 20 0 0 0 32 1,157

Michigan 2017 42 2 0 0 0 1 43 2018 43 5 0 0 0 1 47 2019 47 3 0 2 0 2 46

Minnesota 2017 5 3 0 0 0 0 8 2018 8 3 0 0 0 0 11 2019 11 6 0 0 0 0 17

Mississippi 2017 3 2 0 0 0 0 5 2018 5 1 0 0 0 0 6 2019 6 2 0 0 0 0 8

Missouri 2017 23 4 0 0 0 0 27 2018 27 4 0 0 0 0 31 2019 31 7 0 0 0 0 38

98


(See Note 1)


Year

Outlets Opened

Terminations

Non-Renewals

Reacquired by

Franchisor

Ceased Operations

- Other Reasons


Year

Montana 2017 0 0 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0

Nebraska 2017 16 2 0 0 0 0 18 2018 18 0 0 0 0 1 17 2019 17 1 0 0 0 0 18

Nevada 2017 25 1 0 0 0 0 26 2018 26 0 0 0 0 1 25 2019 25 1 0 0 0 1 25

New Hampshire

2017 220 3 0 1 0 2 220 2018 220 1 0 0 0 1 220 2019 220 2 0 1 0 1 220

New Jersey 2017 738 31 0 0 0 7 762 2018 762 22 0 0 0 11 773 2019 773 19 0 1 0 10 783

New Mexico 2017 7 1 0 0 0 0 8 2018 8 0 0 0 0 0 8 2019 8 0 0 0 0 0 8

New York 2017 1,126 39 1 1 0 21 1,142 2018 1,142 46 2 0 0 17 1,169 2019 1,169 24 1 0 0 23 1,169

North Carolina

2017 280 7 0 0 0 0 287 2018 287 11 0 0 0 3 295 2019 295 7 0 2 0 1 299

North Dakota

2017 0 0 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0

Ohio 2017 134 16 1 0 0 0 150 2018 150 11 0 0 0 1 160 2019 160 23 0 1 0 0 182

Oklahoma 2017 6 3 0 0 0 0 9 2018 9 0 0 0 0 0 9 2019 9 0 0 0 0 1 8

Oregon

2017 0 0 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0

Pennsylvania 2017 550 22 0 0 0 1 571 2018 571 25 0 0 0 2 594 2019 594 21 0 1 0 8 607

99


(See Note 1)


Year

Outlets Opened

Terminations

Non-Renewals

Reacquired by

Franchisor

Ceased Operations -

Other Reasons


Year

Rhode Island

2017 179 1 0 0 0 2 178 2018 178 4 0 0 0 5 177 209 177 2 0 1 0 2 176

South Carolina

2017 92 6 0 0 0 1 97 2018 97 4 0 0 0 2 99 2019 99 5 0 0 0 1 103

South Dakota

2017 0 0 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0

Tennessee 2017 79 7 0 0 0 3 83 2018 83 10 0 0 0 0 93 2019 93 7 0 1 0 1 98

Texas 2017 74 10 0 0 0 3 81 2018 91 15 0 0 0 4 92 2019 92 18 0 0 0 1 109

Utah 2017 7 0 0 0 0 0 7 2018 7 0 0 0 0 0 7 2019 7 0 0 0 0 0 7

Vermont 2017 56 3 0 0 0 3 56 2018 56 0 0 0 0 2 54 2019 54 0 0 0 0 1 53

Virginia 2017 183 12 0 0 0 3 192 2018 192 20 0 0 0 1 211 2019 211 10 0 0 0 1 220

Washington 2017 0 0 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0

West Virginia

2017 14 4 0 0 0 0 18 2018 18 0 0 0 0 0 18 2019 18 2 0 0 0 0 20

Wisconsin 2017 44 7 0 0 0 0 51 2018 51 8 0 0 0 0 59 2019 59 1 0 0 0 0 61

Wyoming 2017 0 0 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0

Total (Note 2,3)

2017 7,563 385 5 4 0 100 7,839 2018 7,839 388 5 2 0 129 8,091 2019 8,091 331 1 17 0 126 8,282


Note 2: The total number of Dunkin’ solo outlets may be affected by the closing of the Baskin-Robbins portion of some Combo Restaurants. These former Combo restaurants are now counted under Dunkin’ solo restaurants. We do not consider these as new restaurant openings.

100

Note 3: The total number of Dunkin’ solo 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 terminations of Dunkin’ solo outlets.

Table 4: Status of Dunkin’ Company-Owned Outlets for Years 2017 to 2019

(See Note)

State Year Outlets at Start of Year

Outlets Opened

Outlets Reacquired

from Franchisees

Outlets Closed

Outlets Sold to

Franchisees


Year

Total 2017 0 0 0 0 0 0 2018 0 0 0 0 0 0 2019 0 0 0 0 0 0


Table 5: Projected Dunkin’ Openings as of December 28, 2019

State Franchise Agreements Signed But Outlet Not

Opened

Projected New Franchised Outlets in the Next Fiscal Year

Projected New Company-Owned Outlets in the Next

Fiscal Year Alabama 0 6-7 0 Alaska 0 0 0 Arizona 1 9-11 0 Arkansas 0 0 0 California 7 17-19 0 Colorado 0 3-4 0 Connecticut 3 5-6 0 Delaware 2 2-3 0 District of Columbia 0 2-3 0 Florida 4 30-32 0 Georgia 4 21-23 0 Hawaii 0 0 0 Idaho 0 0 0 Illinois 4 24-26 0 Indiana 2 11-12 0 Iowa 3 2-3 0 Kansas 0 4-5 0 Kentucky 1 3-4 0 Louisiana 1 2-3 0 Maine 0 4-5 0 Maryland 1 10-12 0

101

Table 5:

Projected Dunkin’ Openings as of December 28, 2019


Opened



Fiscal Year Massachusetts 3 19-21 0 Michigan 2 6-8 0 Minnesota 1 6-7 0 Mississippi 0 0 0 Missouri 0 1 0 Montana 0 0 0 Nebraska 0 1 0 Nevada 0 5-6 0 New Hampshire 1 5-6 0 New Jersey 7 24-26 0 New Mexico 2 3-4 0 New York 5 29-31 0 North Carolina 5 9-11 0 North Dakota 0 0 0 Ohio 7 14-16 0 Oklahoma 0 2-3 0 Oregon 0 0 0 Pennsylvania 6 18-20 0 Rhode Island 1 3-4 0 South Carolina 0 2-3 0 South Dakota 0 0 0 Tennessee 1 7-9 0 Texas 1 14-16 0 Utah 0 3-4 0 Vermont 0 1 0 Virginia 4 16-18 0 Washington 0 0 0 West Virginia 0 1 0 Wisconsin 0 6-7 0 Wyoming 0 0 0 TOTAL 79 350-400 0

Contact information for those franchisees that have signed Dunkin’ Franchise Agreements, but the Restaurant was not open as of fiscal year end is as follows

PC#, Restaurant Location, Franchisee Name, City, State, Phone and/or E-mail 359319, Tucson, AZ, Rohit Patel, 5436 East 22nd Street, Tucson, AZ, (856)220-2720 356185, Fontana, CA, Jordon DiBiase, 16150 Scientific, Irvine, CA, [email protected] 358656, La Jolla, CA, Talisin Burton, 2560 Progress Street, Vista, CA, [email protected] 358133, Redwood City, CA, Vipul Patel, 7949 W. 79th Street, Bridgeview, IL, [email protected] 358551, Ripon, CA, Jennifer Brittain, 5508 Lonas Dr, Knoxville, TN, [email protected] 359420, San Diego, CA, Talisin Burton, 2560 Progress Street, Vista, CA, [email protected] 358288, Sunnyvale, CA, Raymond Reale, 1 Kirby Road, Cromwell, CT, [email protected] 357608, Vista, CA, Michael Stout, 40361 Murrieta Hot Springs Rd, Murrieta, CA, [email protected] 353625, Colchester, CT, George Veneziano, Po Box 847, Colchester, CT, [email protected] 359291, Enfield, CT, Carlos Caetano, 74 Dillenback Rd, Somers, CT, [email protected] 358355, Naugatuck, CT, Manuel Rocha, Po Box 765, Wallingford, CT, [email protected] 355893, Dover, DE, Nickolas Nistazos, 9919 Golf Course Rd, Ocean City, MD, [email protected]

102

358354, Dover, DE, Nickolas Nistazos, 9919 Golf Course Rd, Ocean City, MD, [email protected] 359128, Clearwater, FL, Michael Mullaney, 1 Meadowlands Plaza, East Rutherford, NJ, [email protected] 357484, Dover, FL, Francis Capitano, 1320 E. 9th Avenue, Tampa, FL, [email protected] 357918, St. Petersburg, FL, Jose Ponte, 7315 Us Hwy 19 N, Pinellas Park, FL, [email protected] 357740, Tampa, FL, Nicholas Apostoleres, 1223 Lakeside Drive, Brandon, FL, [email protected] 358424, LaGrange, GA, Natalie Jones, 264 Alabama Blvd, Jackson, GA, [email protected] 359242, Snellville, GA, Shamran Kurani, 2825 Breckinridge Blvd, Duluth, GA, [email protected] 359244, Snellville, GA, Sultan Kurani, 2825 Breckinridge Blvd, Duluth, GA, [email protected] 359196, Waynesboro, GA, Piyush Patel, 498 Furys Ferry Road, Suite 2, Augusta, GA, (770)331-6531 357282, Bettendorf, IA, Jayashankar Punukollu, 1208 Samuel Ct, Naperville, IL, [email protected] 356645, Johnston, IA, Clifford Reif, 801 N 3rd St, Burlington, IA, [email protected] 358555, Walcott, IA, Jennifer Brittain, 5508 Lonas Dr, Knoxville, TN, [email protected] 356307, Addison, IL, Asif Rajabali, 3315 Algonquin Road, Rolling Meadows, IL, [email protected] 358572, Elgin, IL, Ravi Pandya, 2672 River Road, River Grove, IL, [email protected] 357350, Geneva, IL, Bharat Patel, 1208 Samuel Ct, Naperville, IL, [email protected] 358519, Justice, IL, Vipul Patel, 7949 W 79th Street, Bridgeview, IL, [email protected] 358695, Batesville, IN, Mukesh Patel, 9 Daimler Court, Batesville, IN, [email protected] 358596, Muncie, IN, Jayashankar Punukollu, 1440 Maple Ave Ste 6a, Lisle, IL, [email protected] 359342, Independence, KY, Gary Holland, 5120 Taylor Mill Road, Suite 300, Taylor Mill, KY, (859)992-5355 358536, La Place, LA, David Clothier, 5508 Lonas Dr, Knoxville, TN, [email protected] 358912, Dartmouth, MA, Richard Rossitch, 400 Fenway, Boston, MA, [email protected] 355854, Plymouth, MA, John Cadete, 12 Riverside Drive, Pembroke, MA, [email protected] 359404, Sturbridge, MA, Trevor Moore, 200 Brickstone Square, Andover, MA, [email protected] 351664, Frederick, MD, Kiritsinh Parmar, 10430 Shaker Drive Suite 210, Columbia, MD, [email protected] 358624, Brighton, MI, Amit Patel, 2304 Brinmore Ct, Naperville, IL, (630)674-5312 358610, Chesterfield, MI, Kardo Rasha, 44603 Mound Road, Sterling Heights, MI, [email protected] 358827, Lino Lakes, MN, Anuj Patel, 5551 Chapel Hill, Gurnee, IL, [email protected] 356462, Durham, NC, George Ross, 100 Clearbrook Road, Elmsford, NY, [email protected] 358815, Holly Springs, NC, George Ross, 100 Clearbrook Road, Elmsford, NY, [email protected] 359488, Marion, NC, Dennis Harvey, 1445 2nd Ave Nw, Hickory, NC, [email protected] 358642, Raleigh, NC, George Ross, 100 Clearbrook Road, Elmsford, NY, [email protected] 358799, Waynesville, NC, Scott Shealy, Po Box 2805, Asheville, NC, [email protected] 359227, Hillsboro, NH, Adam Quinn, 360 Route 101 Ste 4b, Bedford, NH, (603)475-3495 358510, Andover, NJ, Patricia Babb, 75 Yacht Club Drive, Lake Hopatcong, NJ, [email protected] 355542, Berlin, NJ, Chandrakantbhai Patel, 2891 Route 73 S, Maple Shade, NJ, [email protected] 352668, Elizabeth, NJ, Mirek Musial, 960 Park Ave, Elizabeth, NJ, [email protected] 353900, Hainesport, NJ, Yogesh Patel, 802 B Woodlane Road, Westampton, NJ, [email protected] 355532, Monmouth Junction, NJ, Sitanshu Mody, 2900 Route 1, North Brunswick, NJ, [email protected] 355076, Sparta, NJ, Rajiv Dharia, 9 Joseph ct, Sparta, NJ, [email protected] 354019, Toms River, NJ, Ehsan Wahdat, 103 Eisenhower Parkway, Roseland, NJ, [email protected] 359009, Albuquerque, NM, Amin Habib, 1 S Summit Ave, Oakbrook Terrace, IL, [email protected] 359484, Holloman AF Base, NM, Amin Habib, 1 S 376 Summit Ave, Oakbrook Terrace, IL, [email protected] 357999, Albany, NY, Mark Cafua, 280 Merrimack St, Methuen, MA, [email protected] 359166, Auburn, NY, Mark Cafua, 1209 N Orange St, Wilmington, DE, [email protected] 357792, Elmsford, NY, James Starrett, 92 Wildey St, Tarrytown, NY, [email protected] 359075, Long Island City, NY, Sunandan Mitra, 35-30 36th Street, Astoria, NY, [email protected] 358963, Syracuse, NY, Edward Wolak, 65 Gray Rd, Falmouth, ME, [email protected] 359247, Bellefontaine, OH, Edwin Coles, 3619 State Route 113 E, Milan, OH, [email protected] 359149, Campbell, OH, Craig Anton, 885 W State St, Salem, OH, [email protected] 358474, Cincinnati, OH, Daniel Benhase, 8243 Charlies Way, Cleves, OH, [email protected] 357693, Highland Heights, OH, Bhavesh Patel, 7825 Mentor Ave, Mentor, OH, [email protected] 359047, Louisville, OH, Craig Anton, 885 W State St, Salem, OH, [email protected] 359548, Marion, OH, Edwin Coles, 3619 State Route 113 E, Milan, OH, [email protected] 358270, Northfield, OH, Geraldine Blum, 2595 Center Rd, Hinckley, OH, [email protected] 356655, Bethlehem, PA, Prasad Chalikonda, 2500 Nazareth Road, Easton, PA, (610)662-4742 359230, E. Stroudsburg, PA, Mohamed Mohamed, 246 N. Courtland St., E. Stroudsburg, PA, [email protected] 358996, Philadelphia, PA, Alex Wong, 5201 Darrah St, Philadelphia, PA, [email protected]

103

359751, Pine Grove, PA, David Clothier, 5508 Lonas Dr, Knoxville, TN, [email protected] 356686, Reading, PA, Vasant Patel, 3818 Penn Avenue,, Sinking Spring, PA, [email protected] 358855, Saint Marys, PA, Michael Costa, 289 Great Rd Ste 307, Acton, MA, [email protected] 358939, Cranston, RI, Steven Gabellieri, 1288 Oaklawn Ave, Cranston, RI, (401)323-5856 358921, Nashville, TN, Keith Deerkoski, 2002 Blair Blvd, Nashville, TN, [email protected] 358467, Brookshire, TX, Jennifer Brittain, 5508 Lonas Dr, Knoxville, TN, [email protected] 358630, Clear Brook, VA, Rieman Royston, 2150 S. Loudon St., Winchester, VA, [email protected] 356661, Fredericksburg, VA, Pravina Bhalani, 305 Garrisonville Road, Stafford, VA, [email protected] 356771, Fredericksburg, VA, Krunal Patel, 8053 Ritchie Hwy, Pasadena, MD, [email protected] 358800, Virginia Beach, VA, John Motta, 32 Preserve Dr, Nashua, NH, [email protected]

The Dunkin’ Franchise Agreements for the following Restaurants have been terminated without the Restaurants ever opening. The contact information for these former franchisees is as follows

PC#, Restaurant Location, Franchisee Name, City, State, Phone and/or E-mail None

During the last 3 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 Dunkin’ Franchisees and Area Developers and Appendix VI-B for a List of Former Dunkin’ franchisees.

104

B. COMBOS

Table 1: Systemwide Combo Outlet Summary for Years 2017 to 2019

(See Note 3)

Outlet Type Year Outlets at Start of Year

Outlets at End of

the Year (Note 2)

Net Change

Franchised 2017 1,265 1,300 +35 2018 1,300 1,328 +26 2019 1,328 1,348 +20

Company-Owned (Note 1)

2017 0 0 0 2018 0 0 0 2019 0 0 0

Total Outlets 2017 1,265 1,302 +37 2018 1,302 1,328 +26 2019 1,328 1,348 +20

Note 1: Company-Owned outlet counts include outlets majority owned or operated by our affiliates. Note 2: The total number of Dunkin’ solo outlets may be affected by the closing of the Baskin-Robbins portion of some Combo Restaurants. These former Combo Restaurants are now counted under Dunkin’ solo Restaurants. We do not consider these as new Restaurant openings.


Table 2:

Transfers of Combo Outlets From Franchisees to New Owners (Other Than the Franchisor) for Years 2017 to 2019

(See Note) State Year Number of Transfers

Alabama 2017 0 2018 0 2019 0

Alaska 2017 0 2018 0 2019 0

Arizona 2017 0 2018 0 2019 0

Arkansas 2017 0 2018 0 2019 0

California 2017 0 2018 0 2019 0

Colorado

2017 0 2018 0 2019 0

105

Table 2: Transfers of Combo Outlets From Franchisees to New Owners

(Other Than the Franchisor) for Years 2017 to 2019 (See Note)


Connecticut 2017 0 2018 0 2019 0

Delaware 2017 0 2018 0 2019 0

District of Columbia 2017 0 2018 0 2019 1

Florida 2017 4 2018 10 209 7

Georgia 2017 0 2018 8 2019 1

Hawaii 2017 0 2018 0 2019 0

Idaho 2017 0 2018 0 2019 0

Illinois 2017 22 2018 6 2019 4

Indiana 2017 0 2018 0 2019 1

Iowa 2017 0 2018 1 2019 0

Kansas 2017 0 2018 0 2019 0

Kentucky 2017 0 2018 0 2019 0

Louisiana 2017 0 2018 0 2019 0

Maine 2017 0 2018 0 2019 0

Maryland 2017 3 2018 0 2019 1

Massachusetts

2017 0 2018 0 2019 0

106




Michigan 2017 6 2018 1 2019 0

Minnesota 2017 0 2018 0 2019 0

Mississippi 2017 0 2018 0 2019 0

Missouri 2017 0 2018 3 2019 0

Montana 2017 0 2018 0 2019 0

Nebraska 2017 0 2018 0 2019 0

Nevada 2017 0 2018 0 2019 0

New Hampshire 2017 0 2018 0 2019 0

New Jersey 2017 1 2018 4 2019 3

New Mexico 2017 0 2018 0 2019 0

New York 2017 5 2018 10 2019 11

North Carolina 2017 0 2018 2 2019 8

North Dakota 2017 0 2018 0 2019 0

Ohio 2017 1 2018 4 2019 1

Oklahoma 2017 0 2018 0 2019 0

107




Oregon 2017 0 2018 0 2019 0

Pennsylvania 2017 0 2018 2 2019 2

Rhode Island 2017 0 2018 0 2019 0

South Carolina 2017 0 2018 0 2019 0

South Dakota 2017 0 2018 0 2019 0

Tennessee 2017 1 2018 0 2019 1

Texas 2017 0 2018 4 2019 3

Utah 2017 0 2018 0 2019 0

Vermont 2017 0 2018 0 2019 0

Virginia 2017 2 2018 0 2019 2

Washington 2017 0 2018 0 2019 0

West Virginia 2017 0 2018 0 2019 0

Wisonsin 2017 0 2018 0 2019 0

Wyoming 2017 0 2018 0 2019 0

Total 2017 45 2018 55 2019 46


108

Table 3: Status of Combo Franchised Outlets for Years 2017 to 2019

(See Note 1, 2, 3)


Year

Outlets opened

Termina-tions

Non-Renewals

Reacquired By

Franchisor

Ceased Operations

– Other Reasons


Year

Alabama 2017 2 1 0 0 0 0 3 2018 3 0 0 0 0 0 3 2019 3 0 0 0 0 0 3

Alaska 2017 0 0 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0

Arizona 2017 4 1 0 0 0 0 5 2018 5 0 0 0 0 0 5 2019 5 3 0 0 0 0 8

Arkansas 2017 4 1 2 0 0 0 3 2018 3 0 1 0 0 0 2 2019 2 0 0 0 0 0 2

California 2017 3 1 0 0 0 0 4 2018 4 4 0 0 0 0 8 2019 8 2 0 0 0 0 10

Colorado 2017 0 2 0 0 0 0 2 2018 2 2 0 0 0 0 6 2019 6 3 0 0 0 0 9

Connecticut 2017 8 0 0 0 0 0 8 2018 8 1 0 0 0 2 7 2019 7 0 0 0 0 0 7

Delaware 2017 6 0 0 0 0 0 6 2018 6 0 0 0 0 0 6 2019 6 0 0 0 0 0 6

District of Columbia

2017 8 0 0 0 0 0 8 2018 8 0 0 0 0 1 7 2019 7 0 0 0 0 0 7

Florida 2017 138 9 0 0 0 4 143 2018 143 5 0 0 0 0 148 2019 148 5 0 0 0 2 151

Georgia 2017 51 5 0 0 0 0 56 2018 56 1 0 0 0 0 57 2019 57 2 0 0 0 0 59

Hawaii 2017 0 0 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0

Idaho 2017 0 0 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0

Illinois 2017 240 7 0 0 0 2 245 2018 245 5 0 0 0 3 247 2019 247 4 0 1 0 2 248

Indiana 2017 19 0 0 0 0 0 19 2018 19 1 0 0 0 0 20 2019 20 0 0 0 0 0 20

Iowa 2017 1 0 0 0 0 0 1 2018 1 0 0 0 0 0 1 2019 1 0 0 0 0 0 1

109


(See Note 1, 2, 3)


Year

Outlets opened

Termina-tions

Non-Renewals

Reacquired By

Franchisor

Ceased Operations

– Other Reasons


Year

Kansas 2017 0 0 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0

Kentucky 2017 3 0 0 0 0 0 3 2018 3 1 0 0 0 0 4 2019 4 1 0 0 0 0 5

Louisiana 2017 2 0 0 0 0 0 2 2018 2 0 1 0 0 0 1 2019 1 1 0 0 0 0 2

Maine 2017 0 0 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0

Maryland 2017 85 3 0 0 0 0 88 2018 88 2 0 0 0 0 90 2019 90 2 0 0 0 1 91

Massachusetts 2017 2 0 0 0 0 0 2 2018 2 0 0 0 0 0 3 2019 3 1 0 0 0 1 3

Michigan 2017 36 4 0 0 0 1 38 2018 38 0 0 0 0 1 37 2019 37 0 0 0 0 2 35

Minnesota 2017 0 1 0 0 0 0 1 2018 1 0 0 0 0 0 1 2019 1 2 0 0 0 0 3

Mississippi 2017 0 0 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0

Missouri 2017 4 5 0 0 0 0 9 2018 9 1 0 0 0 0 10 2019 10 2 0 0 0 0 12

Montana 2017 0 0 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0

Nebraska 2017 0 0 0 0 0 0 0 2018 0 1 0 0 0 0 1 2019 1 0 0 0 0 0 1

Nevada 2017 0 0 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0

New Hampshire

2017 0 0 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0

New Jersey 2017 115 2 1 0 0 6 110 2018 110 1 0 0 0 1 110 2019 110 1 0 0 0 8 105

New Mexico 2017 2 2 0 0 0 0 4 2018 4 1 0 0 0 0 5 2019 5 0 0 0 0 0 5

110


(See Note 1, 2, 3)


Year

Outlets opened

Termina-tions

Non-Renewals

Reacquired By

Franchisor

Ceased Operations

– Other Reasons


Year

New York 2017 329 8 0 0 0 5 332 2018 332 1 1 0 0 3 329 2019 329 4 0 0 0 6 328

North Carolina

2017 42 1 0 0 0 1 42 2018 42 2 0 0 0 1 43 2019 43 1 0 0 0 0 44

North Dakota 2017 0 0 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0

Ohio 2017 24 1 0 0 0 3 22 2018 22 1 0 0 0 0 23 2019 23 0 0 0 0 0 23

Oklahoma 2017 0 2 0 0 0 0 2 2018 2 1 0 0 0 0 3 2019 3 0 0 0 0 0 3

Oregon 2017 0 0 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0

Pennsylvania 2017 28 0 0 0 0 0 28 2018 28 1 0 0 0 0 29 2019 29 2 0 0 0 1 30

Rhode Island 2017 0 0 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0

South Carolina

2017 15 0 0 0 0 0 15 2018 15 0 0 0 0 0 15 2019 15 0 0 0 0 1 14

South Dakota 2017 0 0 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0

Tennessee 2017 8 1 0 0 0 2 7 2018 7 0 0 0 0 0 7 2019 7 0 0 0 0 0 7

Texas 2017 44 8 0 0 0 3 49 2018 49 9 0 0 0 1 57 2019 57 6 0 0 0 1 62

Utah 2017 0 0 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0

Vermont 2017 0 0 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0

Virginia 2017 37 3 0 0 0 1 39 2018 39 0 0 0 0 2 37 2019 37 1 0 0 0 0 38

111


(See Note 1, 2, 3)


Year

Outlets opened

Termina-tions

Non-Renewals

Reacquired By

Franchisor

Ceased Operations

– Other Reasons


Year

Washington 2017 0 0 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0

West Virginia 2017 2 0 0 0 0 0 2 2018 2 0 0 0 0 0 2 2019 2 1 0 0 0 0 3

Wisconsin 2017 3 0 0 0 0 0 3 2018 3 0 0 0 0 0 3 2019 3 0 0 0 0 1 2

Wyoming 2017 1 0 0 0 0 0 1 2018 1 0 0 0 0 0 1 2019 1 0 0 0 0 0 1

Total 2017 1,265 68 3 0 0 28 1,302 2018 1,302 42 3 0 0 16 1,325 2019 1,325 44 0 1 0 26 1,348


Note 2: Please note that if one brand of the Combo outlet is affected (e.g., terminated), then the Combo outlet will be included in the above statistics (e.g., 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.

Table 4:

Status of Combo Company-Owned Outlets for Years 2017 to 2019

(See Note)

State Year

Outlets at Start of

Year

Outlets Opened

Outlets Reacquired

from Franchisees

Outlets Closed

Outlets Sold to

Franchisees


Year*

Total 2017 0 0 0 0 0 0 2018 0 0 0 0 0 0 2019 0 0 0 0 0 0


112

Table 5: Projected Combo Openings as of December 28, 2019


Open



Fiscal Year Alabama 0 0 0 Alaska 0 0 0 Arizona 0 3-6 0 Arkansas 0 0 0 California 1 2-4 0 Colorado 0 1-3 0 Connecticut 0 0 0 Delaware 0 0 0 District of Columbia 0 1-3 0 Florida 1 2-5 0 Georgia 0 3-8 0 Hawaii 0 0 0 Idaho 0 0 0 Illinois 0 8-12 0 Indiana 0 1-3 0 Iowa 0 0 0 Kansas 0 0 0 Kentucky 0 0 0 Louisiana 0 0 0 Maine 0 0 0 Maryland 0 2-5 0 Massachusetts 0 0 0 Michigan 0 2-4 0 Minnesota 0 2-4 0 Mississippi 0 0 0 Missouri 0 0 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 1 1-3 0 New York 1 2-5 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 1-3 0 South Dakota 0 0 0 Tennessee 0 0 0

113

Table 5:

Projected Combo Openings as of December 28, 2019


Open



Fiscal Year Texas 1 1-3 0 Utah 1 1-3 0 Vermont 0 0 0 Virginia 0 0 0 Washington 0 0 0 West Virginia 0 0 0 Wisconsin 0 3-6 0 Wyoming 0 0 0 Total 6 36-80 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 Franchisee Email 359305, Arvin, CA, Mark Young, 24601 Center Ridge Rd, Westlake, OH, [email protected] 358722, Spring Hill, FL, Thomas Masson, 10457 County Line Rd, Spring Hill, FL, (352)540-9871 359339, Alamogordo, NM, Amin Habib, 1 S Summit Ave, Oakbrook Terrace, IL, (630)461-4712 358336, Astoria, NY, Sunandan Mitra, 3117 30th Ave, Astoria, NY, [email protected] 357639, Winnie, TX, Shahbaz Raza, 2900 Fairway Dr, Orange, TX, [email protected] 358217, Hill AF Base, UT, George Hart, 1155 Kelly Johnson Blvd, Colorado Springs, CO, [email protected]

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

PC #, Restaurant Location, Franchisee Name, City, State, Phone and/or Franchisee Email 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 Appendix VII-B for a List of Former Combo Franchisees.

114

The following independent franchisee organization has asked to be included in this Disclosure Document:

Name: DD Independent Franchise Owners, Inc. Edwin J. Shanahan, Executive Director Address: 2 First Avenue, Suite 127-3 Peabody, MA 01960 Phone: 978-587-2705 Website: www.ddifo.org Email: [email protected]

115

Item 21: Financial Statements Attached to this Franchise Disclosure Document following this Item 21 are financial statements for us and our parent company:

The consolidated balance sheets of DB Franchising Holding Company LLC as of December 28, 2019, and December 29, 2018 and the related consolidated statements of operations, member’s equity (deficit), and cash flows for the fiscal years ended December 28, 2019, December 29, 2018, and December 30, 2017 (Exhibit I), and the related notes to the consolidated financial statements. These statements are audited.

The balance sheets of Dunkin’ Donuts Franchising LLC as of December 28, 2019 and December 29, 2018, and the related statements of operations, member’s equity (deficit), and cash flows for the fiscal years ended December 28, 2019, December 29, 2018 and December 30, 2017 (Exhibit II) and the related notes to the consolidated financial statements. These statements are audited.

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 (under the ticker symbol DNKN).

DB Franchising Holding Company LLC (the “Guarantor”) absolutely and unconditionally guarantees to assume the duties and obligations of Dunkin’ Donuts Franchising LLC under its franchise registrations in each state where Dunkin’ Donuts Franchising LLC is registered, and under the Franchise Agreement identified in the 2020 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.

116

DB FRANCHISING HOLDING COMPANY LLC

Consolidated Financial Statements

December 28, 2019 and December 29, 2018

(With Independent Auditors’ Report Thereon)

117

KPMG LLP is a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

KPMG LLPTwo Financial Center60 South StreetBoston, MA 02111

Independent Auditors’ Report

The Board of Directors and Member

DB Franchising Holding Company LLC:

We have audited the accompanying consolidated financial statements of DB Franchising Holding Company

LLC, which comprise the consolidated balance sheets as of December 28, 2019 and December 29, 2018, and

the related consolidated statements of income, member’s equity (deficit), and cash flows for each of the years

in the three-year period ended December 28, 2019, 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 December 29,

2018, and the results of their operations and their cash flows for each of the years in the three-year period

ended December 28, 2019 in accordance with U.S. generally accepted accounting principles.

Boston, Massachusetts

March 23, 2020

118

-2-

DB FRANCHISING HOLDING COMPANY LLCConsolidated Balance Sheets

(In thousands)

December 28,2019

December 29,2018

AssetsCurrent assets:

Cash and cash equivalents $ 15,856 15,863Accounts, notes, and other receivables, net of allowance for doubtful accounts of $5,130 and$3,056 as of December 28, 2019 and December 29, 2018, respectively 52,662 50,693

Total current assets 68,518 66,556Dividend advances to affiliates 342,518 346,398Other assets 224 1,127

Total assets $ 411,260 414,081Liabilities and Member’s EquityCurrent liabilities:

Accounts payable and accrued expenses $ 6,231 6,496Deferred revenue 24,733 23,232Advertising due to affiliates 20,134 19,498

Total current liabilities 51,098 49,226Deferred revenue 338,978 343,791Other long-term liabilities 120 —

Total liabilities 390,196 393,017Commitments and contingencies (note 5)Member’s equity:

Member’s equity 21,064 21,064Total member’s equity 21,064 21,064Total liabilities and member’s equity $ 411,260 414,081

See accompanying notes to consolidated financial statements.

119

-3-

DB FRANCHISING HOLDING COMPANY LLCConsolidated Statements of Operations

(In thousands)

Fiscal year 2019 2018 2017

Revenues:Franchise fees and royalty income $ 596,169 563,499 539,888Advertising fees and related income 474,387 455,368 441,219Licensing fees 17,570 16,798 16,480Other revenues 4,176 4,132 4,133

Total revenues 1,092,302 1,039,797 1,001,720Operating costs and expenses:

Advertising expenses 474,387 455,368 441,219Other operating costs and expenses 3,861 4,113 2,266

Total operating costs and expenses 478,248 459,481 443,485Operating income 614,054 580,316 558,235

Other income (expense), net:Interest income 409 550 116Foreign currency gain (loss), net (93) (178) 169

Total other income, net 316 372 285Income before income taxes 614,370 580,688 558,520

Provision for income taxes 3,779 3,452 3,254Net income $ 610,591 577,236 555,266


120

-4-

DB FRANCHISING HOLDING COMPANY LLCConsolidated Statements of Member’s Equity (Deficit)

(In thousands)

Member’s equityRetained earnings

(accumulated deficit)Total member’s equity

(deficit)

Balance at December 31, 2016 $ 21,064 (269,382) (248,318)Net income — 555,266 555,266Dividends to parent, net — (612,657) (612,657)

Balance at December 30, 2017 21,064 (326,773) (305,709)Net income — 577,236 577,236Dividends to parent, net — (250,463) (250,463)

Balance at December 29, 2018 21,064 — 21,064Net income — 610,591 610,591Dividends to parent, net — (610,591) (610,591)

Balance at December 28, 2019 $ 21,064 — 21,064


121

-5-

DB FRANCHISING HOLDING COMPANY LLCConsolidated Statements of Cash Flows

(In thousands)

Fiscal year 2019 2018 2017

Cash flows from operating activities:Net income $ 610,591 577,236 555,266Adjustments to reconcile net income to net cash used in operating activities:

Revenues, net and deferred revenue collected by affiliates (606,711) (588,625) (602,321)Provision for bad debt 1,840 111 109Change in operating assets and liabilities:

Accounts, notes, and other receivables, net (3,809) (513) (8,038)Other assets 903 277 (1,342)Advertising due to affiliates 636 1,143 556Accounts payable and accrued expenses (265) 893 (385)Deferred revenue (3,312) 9,448 56,111Other long-term liabilities 120 — —

Net cash used in operating activities (7) (30) (44)Decrease in cash and cash equivalents (7) (30) (44)

Cash and cash equivalents, beginning of year 15,863 15,893 15,937Cash and cash equivalents, end of year $ 15,856 15,863 15,893


122

-6-

DB FRANCHISING HOLDING COMPANY LLCNotes to Consolidated Financial StatementsDecember 28, 2019 and December 29, 2018

(1) Description of business

DB Franchising Holding Company LLC (“Franchisor Holdco”) is a wholly owned subsidiary of DB Master Finance LLC (“the Master Issuer”), whose ultimate parent company is Dunkin' Brands Group, Inc. (“DBGI”). 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.

Throughout these consolidated financial statements, “the Company,” “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. Prior to January 2015, the Franchisors only entered into and served as franchisor under Franchising Agreements entered into on or after May 26, 2006. On January 26, 2015, the Company received a contribution of substantially all Franchising Agreements entered into prior to May 26, 2006 previously held by affiliates of the Company.

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 5(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. DBGI consolidates all entities, including DBI, the Master Issuer, and the Company. DBGI is a public company and files periodic reports with the U.S. Securities and Exchange Commission (“SEC”) as required by the rules of the SEC. Consolidated financial information of DBGI as of December 28, 2019 and December 29, 2018 and for fiscal years 2019, 2018, and 2017 is available in DBGI’s Annual Report on Form 10-K for fiscal year 2019, as filed with the SEC.

(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, 2018, and 2017 reflect the results of operations for the 52-week periods ended December 28, 2019, December 29, 2018, and December 30, 2017, respectively.

(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.

123

-7-

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 December 28, 2019, 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 doubtful accounts and notes receivables, (b) gift certificate breakage, (c) contingencies, and (d) revenue recognition. 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 28, 2019 and December 29, 2018, 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 28, 2019 and December 29, 2018 were $836 thousand and $848 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) 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.

(g) 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

124

-8-

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

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.

(h) Allowance for doubtful accounts

We monitor the financial condition of our franchisees and licensees and record provisions for estimated losses on receivables when we believe that our franchisees or licensees are unable to make their required payments. 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 doubtful notes and accounts receivables is a provision for uncollectible royalty and advertising fee receivables.

(i) 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 DBGI. Franchisor Holdco has not entered into a tax sharing agreement with 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

125

-9-

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.

(j) 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 28, 2019 and December 29, 2018, 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 fiscal years 2019, 2018, or 2017.

(k) Subsequent events

Subsequent events have been evaluated up through March 23, 2020, the date that these consolidated 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):

Fiscal years2019 2018 2017

Revenues recognized over time: Royalty income $ 570,424 540,411 518,143Franchise fees 25,745 23,088 21,745Advertising fees and related income 474,387 455,368 441,219Licensing fees 17,570 16,798 16,480Other revenues 3,104 3,141 3,068

Total revenues recognized over time 1,091,230 1,038,806 1,000,655

Revenues recognized at a point in time:Other revenues 1,072 991 1,065

Total revenues recognized at a point in time 1,072 991 1,065

Total revenues $ 1,092,302 1,039,797 1,001,720

(b) Contract balances

Information about receivables and deferred revenue related to contracts with customers is as follows (in thousands):

December 28,2019

December 29,2018

December 30,2017 Balance Sheet Classification

Receivables $ 52,886 50,693 50,291Accounts, notes, and otherreceivables, net and Other assets

Deferred revenue:Current $ 24,733 23,232 21,268 Deferred revenue—currentLong-term 338,978 343,791 336,307 Deferred revenue—long term

Total $ 363,711 367,023 357,575

126

-10-

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 balances as of December 28, 2019 was driven primarily 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.

The increase in the deferred revenue balance as of December 29, 2018 was primarily driven by cash payments received or due in advance of satisfying our performance obligations, offset by $24.7 million of revenues recognized that were included in the opening deferred revenue balance for the fiscal year ended December 29, 2018.

As of December 28, 2019 and December 29, 2018, there were no contract assets from contracts with customers.

(4) Accounts payable and accrued expenses

Accounts payable and accrued expenses consisted of the following (in thousands):

December 28,2019

December 29,2018

Gift certificate liability $ 2,135 2,163Accrued legal and other settlements 3,830 4,044Other 266 289

Total accounts payable and accrued expenses $ 6,231 6,496

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 28, 2019 represents the balance of historical gift certificates sold for which the likelihood of redemption is more than remote.

(5) Commitments and contingencies

(a) Guarantees

In January 2015, the Master Issuer completed a securitization financing transaction, under which the Master Issuer issued secured fixed rate notes in the principal amount of $2.50 billion (“2015 Notes”) and a secured variable funding note with a maximum principal amount of $100.0 million (“2015 Variable Funding Notes”) under a base indenture. A portion of the proceeds from the notes was used to repay, in full, DBI’s long-term indebtedness under its previous credit facility.

In October 2017, the Master Issuer completed a securitization refinancing transaction, under which the Master Issuer issued secured fixed rate notes in the principal amount of $1.40 billion (“2017 Notes”) and a secured variable funding note with a maximum principal amount of $150.0 million (“2017 Variable Funding Notes”) under the base indenture. A portion of the proceeds of the 2017 Notes was used to repay the remaining $731.3 million of principal outstanding on certain 2015 Notes and to pay related transaction fees. The additional net proceeds were used for general corporate purposes, which included a return of capital to DBGI’s shareholders in 2018. In connection with the issuance of the 2017 Variable Funding Notes, the Master Issuer terminated the commitments with respect to its existing 2015 Variable Funding Notes.

In April 2019, the Master Issuer completed a securitization refinancing transaction, under which the Master Issuer issued secured fixed rate notes in the principal amount of $1.70 billion (“2019 Notes”) and a secured variable funding note with a maximum principal amount of $150.0 million (“2019 Variable Funding Notes”) under the base indenture. The proceeds received from the issuance of the 2019 Notes were used to repay the remaining $1.68 billion of principal outstanding on the 2015 Notes and to pay related transaction fees and expenses. In connection with the issuance of the 2019 Variable Funding Notes, the Master Issuer terminated the commitments with respect to its existing 2017 Variable Funding Notes.

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 28, 2019 and December 29, 2018, approximately $3.06 billion and $3.07 billion of notes were outstanding under the base indenture, respectively. Additionally, $33.1 million of letters of credit were outstanding while $116.9 million of borrowing capacity was available under the 2019 Variable Funding Notes as of December 28, 2019.

(b) Management agreements

127

-11-

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.

(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 28, 2019 and December 29, 2018, 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.

(6) Related-party transactions

(a) Dividend advances to affiliates

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, up to the amount of retained earnings for the Company, is recorded as dividends to parent, net in the consolidated statements of member’s equity (deficit). Any excess net cash collected by the Master Issuer and DBI is deemed an advance of future earnings, and is recorded as a dividend advance to affiliates in the accompanying consolidated balance sheets. Such amounts are not expected to be repaid to the Company, but it is anticipated that these amounts will be reflected as dividends to parent in future periods when the income is recognized. In periods when such income is recognized, the income in excess of cash collections will be 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 fiscal years 2019, 2018, and 2017 is as follows (in thousands):

Fiscal year2019 2018 2017

Net revenues collected by Master Issuer $ 1,082,647 1,045,968 1,045,243Net expenses paid by Master Issuer and DBI (475,936) (457,343) (442,922)

Net amount available for dividends 606,711 588,625 602,321Dividends to parent, net 610,591 250,463 612,657

Net cash collections in excess of (less than) dividends to parent (3,880) 338,162 (10,336)Dividend advances to affiliates, beginning balance 346,398 8,236 18,572Dividend advances to affiliates, ending balance $ 342,518 346,398 8,236

(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 $20.1 million and $19.5 million at December 28, 2019 and December 29, 2018, 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 each of December 28, 2019 and December 29, 2018, the Company had recorded $1.2 million of accounts receivable related to these joint ventures in the consolidated balance sheets. During fiscal years 2019, 2018, and 2017, the Company recognized $6.3 million, $6.4 million, and $6.3 million, respectively, of royalties from these joint ventures.

128

-12-

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 fiscal years 2019, 2018, and 2017, the Company recognized licensing fees of $17.4 million, $16.8 million, and $16.5 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.

(7) Income taxes

Income tax expense is comprised of current taxes related to foreign jurisdictions of $3.8 million, $3.5 million, and $3.3 million for fiscal years 2019, 2018, and 2017, respectively.

The provision for income taxes differed from the expense computed using the statutory federal income tax rate of 21% for each of the fiscal years 2019 and 2018 and 35% for fiscal year 2017 due to the following:

Fiscal year 2019 2018 2017

Computed federal income tax expense, at statutory rate 21.0% 21.0% 35.0%Income of disregarded entities included in taxable income of theirsingle member (21.0) (21.0) (35.0)Foreign withholding taxes 0.6 0.6 0.6Effective tax rate 0.6% 0.6% 0.6%

As discussed in note 2(i), 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 $614.4 million, $580.7 million, and $558.5 million for fiscal years 2019, 2018, and 2017, 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 28.0% for each of the fiscal years 2019 and 2018 and 40.5% for fiscal year 2017, representing DBGI's approximate U.S. federal and state income tax rate, without consideration given to any enacted future tax rate changes, total tax expense for the Company for fiscal years 2019, 2018, and 2017 would have been approximately $172.0 million, $162.6 million, and $226.2 million, respectively. (unaudited)

129

DUNKIN’ DONUTS FRANCHISING LLC

Financial Statements


(With Independent Auditors’ Report Thereon)

130

Independent Auditors’ Report

The Board of Directors and Member

Dunkin’ Donuts Franchising LLC:

We have audited the accompanying financial statements of Dunkin’ Donuts Franchising LLC, which comprise

the balance sheets as of December 28, 2019 and December 29, 2018, and the related statements of income,

member’s equity (deficit), and cash flows for each of the years in the three-year period ended December 28,

2019, 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 Dunkin’ Donuts Franchising LLC as of December 28, 2019 and December 29, 2018, and the results

of its operations and its cash flows for each of the years in the three-year period ended December 28, 2019 in

accordance with U.S. generally accepted accounting principles.

Boston, Massachusetts

March 23, 2020

KPMG LLP is a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

KPMG LLPTwo Financial Center60 South StreetBoston, MA 02111

131

-2-

DUNKIN’ DONUTS FRANCHISING LLCBalance Sheets(In thousands)

December 28,2019

December 29,2018

AssetsCurrent assets:

Cash and cash equivalents $ 3,001 3,001Accounts, notes, and other receivables, net of allowance for doubtful accounts of $4,217 and$2,471 as of December 28, 2019 and December 29, 2018, respectively 48,566 46,957

Total current assets 51,567 49,958Dividend advances to affiliates 323,415 326,304Other assets 26 878

Total assets $ 375,008 377,140Liabilities and Member’s EquityCurrent liabilities:

Accounts payable and accrued expenses $ 4,026 4,242Deferred revenue 23,012 21,510Advertising due to affiliates 18,886 18,332

Total current liabilities 45,924 44,084Deferred revenue 325,964 330,056Other long-term liabilities 120 —

Total liabilities 372,008 374,140Commitments and contingencies (note 5)Member’s equity:

Member’s equity 3,000 3,000Total member’s equity 3,000 3,000Total liabilities and member’s equity $ 375,008 377,140

See accompanying notes to financial statements.

132

-3-

DUNKIN’ DONUTS FRANCHISING LLCStatements of Operations

(In thousands)

Fiscal year 2019 2018 2017

Revenues:Franchise fees and royalty income $ 556,696 525,111 501,961Advertising fees and related income 446,426 427,873 414,329Other revenues 3,849 3,553 3,396

Total revenues 1,006,971 956,537 919,686Operating costs and expenses:

Advertising expenses 446,426 427,873 414,329Other operating costs and expenses 3,512 4,003 2,095

Total operating costs and expenses 449,938 431,876 416,424Operating income 557,033 524,661 503,262

Other income (expense), net:Interest income 213 366 61Foreign currency gain (loss), net (25) (54) 44

Total other income, net 188 312 105Income before income taxes 557,221 524,973 503,367

Provision for income taxes 2,905 2,641 2,484Net income $ 554,316 522,332 500,883


133

-4-

DUNKIN’ DONUTS FRANCHISING LLCStatements of Member’s Equity (Deficit)

(In thousands)

Member’s equityRetained earnings

(accumulated deficit)Total member’s equity

(deficit)

Balance at December 31, 2016 $ 3,000 (255,407) (252,407)Net income — 500,883 500,883Dividends to affiliates, net — (557,120) (557,120)

Balance at December 30, 2017 3,000 (311,644) (308,644)Net income — 522,332 522,332Dividends to affiliates, net — (210,688) (210,688)

Balance at December 29, 2018 3,000 — 3,000Net income — 554,316 554,316Dividends to affiliates, net — (554,316) (554,316)

Balance at December 28, 2019 $ 3,000 — 3,000


134

-5-

DUNKIN’ DONUTS FRANCHISING LLCStatements of Cash Flows

(In thousands)

Fiscal year 2019 2018 2017

Cash flows from operating activities:Net income $ 554,316 522,332 500,883Adjustments to reconcile net income to net cash provided by operating

activities:Revenues, net and deferred revenue collected by affiliates (551,427) (533,916) (547,825)Provision for bad debt 1,573 109 14Change in operating assets and liabilities:

Accounts, notes, and other receivables, net (3,182) (441) (6,878)Other assets 852 483 (1,322)Advertising due to affiliates 554 909 636Accounts payable and accrued expenses (216) 922 (321)Deferred revenue (2,590) 9,602 54,813Other long-term liabilities 120 — —

Net cash provided by operating activities — — —Increase in cash and cash equivalents — — —

Cash and cash equivalents, beginning of year 3,001 3,001 3,001Cash and cash equivalents, end of year $ 3,001 3,001 3,001


135

-6-

DUNKIN’ DONUTS FRANCHISING LLCNotes to Financial Statements


(1) Description of business

Dunkin’ Donuts Franchising LLC (the “Company” or “DD 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”) and whose ultimate parent company is Dunkin’ Brands Group, Inc. (“DBGI”). The Company is an affiliate through common ownership of Baskin-Robbins Franchising LLC (“BR Franchisor”), among other entities. 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. DD Franchisor and related entities franchise restaurants featuring coffee, espresso, donuts, bagels, breakfast sandwiches, and related products.

Throughout these financial statements, “we,” “us,” and “our” refer to Dunkin’ Donuts 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 Dunkin’ points of distribution located in the United States and certain international markets. Prior to January 2015, the Company only entered into and served as franchisor under Franchising Agreements entered into on or after May 26, 2006. On January 26, 2015, the Company received a contribution of substantially all Franchising Agreements relating to Dunkin’ points of distribution entered into prior to May 26, 2006 previously held by an affiliate of the Company.

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 5(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 DD Franchisor, because there is no reasonable basis for such allocation. Therefore, no franchising-related expenses are included in the accompanying statements of operations. DBGI consolidates all entities, including DBI, the Master Issuer, and the Company. DBGI is a public company and files periodic reports with the U.S. Securities and Exchange Commission (“SEC”) as required by the rules of the SEC. Consolidated financial information of DBGI as of December 28, 2019 and December 29, 2018 and for fiscal years 2019, 2018, and 2017 is available in DBGI’s Annual Report on Form 10-K for fiscal year 2019, as filed with the SEC.

(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, 2018, and 2017 reflect the results of operations for the 52-week periods ended December 28, 2019, December 29, 2018, and December 30, 2017, respectively.

(b) Basis of presentation and consolidation

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

136

-7-

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’ 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 December 28, 2019, 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 doubtful accounts and notes receivables, (b) contingencies, and (c) revenue recognition. 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 28, 2019 and December 29, 2018, 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.

(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) 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.

(g) 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

137

-8-

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. 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 Dunkin' brand.

Other revenues

Other revenues include online training fees that are recognized over the term of the related agreement.

(h) Allowance for doubtful accounts

We monitor the financial condition of our franchisees and licensees and record provisions for estimated losses on receivables when we believe that our franchisees or licensees are unable to make their required payments. 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 doubtful notes and accounts receivables is a provision for uncollectible royalty and advertising fee receivables.

(i) 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 DBGI. DD Franchisor has not entered into a tax sharing agreement with 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.

(j) 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 Dunkin’ 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 28, 2019 and December 29, 2018, 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 fiscal years 2019, 2018, or 2017.

(k) Subsequent events

Subsequent events have been evaluated up through March 23, 2020, the date that these financial statements were available to be issued.

138

-9-

(3) Revenue recognition

(a) Disaggregation of revenue

Revenues are disaggregated by timing of revenue recognition as follows (in thousands):

Fiscal years2019 2018 2017

Revenues recognized over time: Royalty income $ 533,194 503,811 481,693Franchise fees 23,502 21,300 20,268Advertising fees and related income 446,426 427,873 414,329Other revenues 2,975 2,821 2,759

Total revenues recognized over time 1,006,097 955,805 919,049

Revenues recognized at a point in time:Other revenues 874 732 637

Total revenues recognized at a point in time 874 732 637

Total revenues $ 1,006,971 956,537 919,686

(b) Contract balances

Information about receivables and deferred revenue related to contracts with customers is as follows (in thousands):

December 28,2019

December 29,2018

December 30,2017 Balance Sheet Classification

Receivables $ 48,592 46,957 46,625Accounts, notes, and otherreceivables, net and Other assets

Deferred revenue:Current $ 23,012 21,510 19,588 Deferred revenue—currentLong-term 325,964 330,056 322,376 Deferred revenue—long term

Total $ 348,976 351,566 341,964

Receivables relate primarily to payments due for royalties, franchise fees, and advertising fees. Deferred revenue primarily represents the Company’s remaining performance obligations under its franchise 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 balances as of December 28, 2019 was driven primarily by $24.7 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.

The increase in the deferred revenue balance as of December 29, 2018 was primarily driven by cash payments received or due in advance of satisfying our performance obligations, offset by $22.7 million of revenues recognized that were included in the opening deferred revenue balance for the fiscal year ended December 29, 2018.

As of December 28, 2019 and December 29, 2018, there were no contract assets from contracts with customers.

139

-10-

(4) Accounts payable and accrued expenses

Accounts payable and accrued expenses consisted of the following (in thousands):

December 28,2019

December 29,2018

Accrued legal and other settlements $ 3,793 3,990Other 233 252

Total accounts payable and accrued expenses $ 4,026 4,242

(5) Commitments and contingencies

(a) Guarantees

In January 2015, the Master Issuer completed a securitization financing transaction, under which the Master Issuer issued secured fixed rate notes in the principal amount of $2.50 billion (“2015 Notes”) and a secured variable funding note with a maximum principal amount of $100.0 million (“2015 Variable Funding Notes”) under a base indenture. A portion of the proceeds from the notes was used to repay, in full, DBI’s long-term indebtedness under its previous credit facility.

In October 2017, the Master Issuer completed a securitization refinancing transaction, under which the Master Issuer issued secured fixed rate notes in the principal amount of $1.40 billion (“2017 Notes”) and a secured variable funding note with a maximum principal amount of $150.0 million (“2017 Variable Funding Notes”) under the base indenture. A portion of the proceeds of the 2017 Notes was used to repay the remaining $731.3 million of principal outstanding on certain 2015 Notes and to pay related transaction fees. The additional net proceeds were used for general corporate purposes, which included a return of capital to DBGI’s shareholders in 2018. In connection with the issuance of the 2017 Variable Funding Notes, the Master Issuer terminated the commitments with respect to its existing 2015 Variable Funding Notes.

In April 2019, the Master Issuer completed a securitization refinancing transaction, under which the Master Issuer issued secured fixed rate notes in the principal amount of $1.70 billion (“2019 Notes”) and a secured variable funding note with a maximum principal amount of $150.0 million (“2019 Variable Funding Notes”) under the base indenture. The proceeds received from the issuance of the 2019 Notes were used to repay the remaining $1.68 billion of principal outstanding on the 2015 Notes and to pay related transaction fees and expenses. In connection with the issuance of the 2019 Variable Funding Notes, the Master Issuer terminated the commitments with respect to its existing 2017 Variable Funding Notes.

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 28, 2019 and December 29, 2018, approximately $3.06 billion and $3.07 billion of notes were outstanding under the base indenture, respectively. Additionally, $33.1 million of letters of credit were outstanding while $116.9 million of borrowing capacity was available under the 2019 Variable Funding Notes as of December 28, 2019.

(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.

(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 28, 2019 and December 29, 2018, 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.

(6) Related-party transactions

(a) Dividend advances to affiliates

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

140

-11-

Issuer and DBI on behalf of the Company, up to the amount of retained earnings for the Company, is recorded as dividends to affiliates, net in the statements of member’s equity (deficit). Any excess net cash collected by the Master Issuer and DBI is deemed an advance of future earnings, and is recorded as a dividend advance to affiliates in the accompanying balance sheets. Such amounts are not expected to be repaid to the Company, but it is anticipated that these amounts will be reflected as dividends to affiliates in future periods when the income is recognized. In periods when such income is recognized, the income in excess of cash collections will be 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 fiscal years 2019, 2018, and 2017 is as follows (in thousands):

Fiscal year2019 2018 2017

Net revenues collected by Master Issuer $ 999,424 963,940 963,716Net expenses paid by Master Issuer and DBI (447,997) (430,024) (415,891)

Net amount available for dividends 551,427 533,916 547,825Dividends to affiliates, net 554,316 210,688 557,120

Net cash collections in excess of (less than) dividends toaffiliates (2,889) 323,228 (9,295)

Dividend advances to affiliates, beginning balance 326,304 3,076 12,371Dividend advances to affiliates, ending balance $ 323,415 326,304 3,076

(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 $18.9 million and $18.3 million at December 28, 2019 and December 29, 2018, 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 a joint venture that franchises and operates restaurants in South Korea. At December 28, 2019 and December 29, 2018, the Company had recorded $321 thousand and $310 thousand, respectively, of accounts receivable related to the joint venture in South Korea in the balance sheets. During fiscal years 2019, 2018, and 2017, the Company recognized $719 thousand, $723 thousand, and $784 thousand, respectively, of royalties from these joint ventures.

(7) Income taxes

Income tax expense is comprised of current taxes related to foreign jurisdictions of $2.9 million, $2.6 million, and $2.5 million for fiscal years 2019, 2018, and 2017, respectively.

The provision for income taxes differed from the expense computed using the statutory federal income tax rate of 21% for each of the fiscal years 2019 and 2018 and 35% for fiscal year 2017 due to the following:

Fiscal year 2019 2018 2017

Computed federal income tax expense, at statutory rate 21.0% 21.0% 35.0%Income of disregarded entities included in taxable income of theirsingle member (21.0) (21.0) (35.0)Foreign withholding taxes 0.5 0.5 0.5Effective tax rate 0.5% 0.5% 0.5%

As discussed in note 2(i), 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 $557.2 million, $525.0 million, and $503.4 million for fiscal years 2019, 2018, and 2017, 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 28.0% for each of the fiscal years 2019 and 2018 and 40.5% for fiscal year 2017, representing DBGI's approximate U.S. federal

141

-12-

and state income tax rate, without consideration given to any enacted future tax rate changes, total tax expense for the Company for fiscal years 2019, 2018, and 2017 would have been approximately $156.0 million, $147.0 million, and $203.9 million, respectively. (unaudited)

142

Item 22: Contracts

The following contracts and agreements are included as exhibits:

A-1. Dunkin’ Store Development Agreement (SDA) A-2. Combo Store Development Agreement (SDA) B-1. Dunkin’ Franchise Agreement (FA) B-2. Combo Franchise Agreement (FA) B-3 Conditional Option(s) to Extend B-4a. Select Developing Market Terms B-4b. Select Developing Market Terms (FA with no SDA) B-5 Special Distribution Opportunity Incentive B-6. Dunkin’ Military Veterans Development Incentive B-7a. 2020/2021 Incremental Restaurant Openings (Select Established Markets) B-7b. 2020/2021 Incremental Restaurant Openings (Select Developing Markets) B-8. Dunkin’ Relocation Incentive Offer for Select Dunkin’ Restaurants C. Sample Loan Documents

• C-1. NCB Guaranty • C-2. NCB Security Agreement • C-3. DBI Sample Promissory Note

• C-4. 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. Electronic Payment Participation Agreement O. SDO Development Agreement P. Contract for Development and Construction Q. Lease Guarantee Fee Agreement R. Certificate of Resolution and Incumbency S. Store Enhancement Agreement

143

Item 23: Receipts Dunkin’ 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 Dunkin’ Donuts Franchising LLC (DDF) offers you a franchise, it must provide this disclosure document to you:

(a) 14 calendar-days before you sign any binding franchise or other agreement or (if earlier) when you pay us (or any 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 any binding franchise or other agreement , or (if earlier) when you pay us (or any affiliates) any consideration. (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 DDF 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 the Disclosure Document. The principal business address and telephone number of the franchise seller offering the franchise is Steve Rafferty, our Senior Director, Franchising Development, at Dunkin’ Donuts 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 27, 2020

We authorize the agents listed on Appendix I of the Disclosure Document to receive service of process for DDF. I received a Disclosure Document issued March 27, 2020. Included are the following exhibits: (A-1) Store Development Agreement, (A-2) Combo Store Development Agreement, (B-1) Franchise Agreement (DD), (B-2) Combo Franchise Agreement, (B-3) Conditional Option(s) to Extend, (B-4) Select Developing Market Terms, (B-5) Special Distribution Opportunity Incentive, (B-6) Military Veterans Development Incentive, (B-7) 2020/2021 Incremental Restaurant Openings (Select Established and Developing Markets), (B-8) Dunkin Relocation Incentive Offer for Select Dunkin’ Restaurants (C) Sample Loan Documents, (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) Contract for Sale (Brokerage and Corporate Developed), (J) Termination Agreement, (K) General Release, (L) Temporary Operating Agreement, (M) Intranet Terms of Use, (N) Electronic Payment Participation Agreement, (O) SDO Development Agreement, (P) Contract for Development and Construction, (Q) Lease Guaranty Fee Agreement, (R) Certificate of Resolution and Incumbency, (S) Store Enhancement Agreement, Appendix I: List of Registered Agents and 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: DMA List and Region List, Appendix VI: List of Current Dunkin’ Franchisees and Area Developers and Former Dunkin’ 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.

DD FDD March 27, 2020 Updates included (if any):

Please keep this copy with the disclosure document

144

Item 23: Receipts Dunkin’ 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 Dunkin’ Donuts Franchising LLC (DDF) offers you a franchise, it must provide this disclosure document to you:

(a) 14 calendar-days before you sign any binding franchise or other agreement or (if earlier) when you pay us (or any 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 any 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 DDF 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 the Disclosure Document. The principal business address and telephone number of the franchise seller offering the franchise is Steve Rafferty, our Senior Director, Franchising Development, at Dunkin’ Donuts 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 27, 2020

We authorize the agents listed on Appendix I of the Disclosure Document to receive service of process for DDF.

I received a Disclosure Document issued March 27, 2020 Included are 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(s) to Extend, (B-4) Select Developing Market Terms, (B-5) Special Distribution Opportunity Incentive, (B-6) Military Veterans Development Incentive, (B-7) 2020/2021 Incremental Restaurant Opening (Select Established and Developing Markets), (B-8) Dunkin’ Relocation Incentive Offer for Select Dunkin’ Restaurants (C) Sample Loan Documents, (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) Contract for Sale (Brokerage and Corporate Developed Restaurants), (J) Termination Agreement, (K) General Release, (L) Temporary Operating Agreement, (M) Intranet Terms of Use, (N) Electronic Payment Participation Agreement, (O) SDO Development Agreement, (P) Contract for Development and Construction, (Q) Lease Guaranty Fee Agreement, (R) Certificate of Resolution and Incumbency, (S) Store Enhancement Agreement, Appendix I: List of Registered Agents and 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: DMA List and Region List, Appendix VI: List of Current Dunkin’ Franchisees and Area Developers and Former Dunkin’ 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.

DD FDD March 27, 2020 Updates included (if any):

145

STORE DEVELOPMENT AREA SUMMARY PC: __________________________

STORE DEVELOPMENT AGREEMENT

This Agreement, dated ___________________, 202__, is made by and between: DUNKIN' DONUTS 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 Dunkin’ 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. 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 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

146

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’ 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.

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 Restaurant, 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 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 or 6.C, 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

147

only grants rights as to the operation of Restaurants. You have no other rights to the use, enjoyment or benefit of the Dunkin’ name or trademarks. We retain the complete right to distribute Dunkin’ 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’-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 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.

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’ 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.

148

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.

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.

149

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’ Donuts” 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 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 address 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 location(s) 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’ System and the Store Development Area.

150

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 By: _________________________________________

151

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:

152

EXHIBIT A

DEFINITION OF STORE DEVELOPMENT AREA

153

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 _______________.

154

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:

155

STORE DEVELOPMENT AREA SUMMARY PC: ______________________

STORE DEVELOPMENT AGREEMENT

This Agreement, dated ___________________, 202__, is made by and between: DUNKIN' DONUTS FRANCHISING LLC and/or 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


AGREEMENT

1. Grant of Development Rights. We grant and you accept the exclusive right and obligation to develop and open Dunkin’, Baskin-Robbins and/or 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 Agreement shall provide that their purposes are limited to owning and operating Restaurants that we franchise to

156

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 affiliates and us, you meet the Criteria to Expand, and the party that controls the opportunity permits us to do so.

157

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.

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-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

158

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.


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.

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;

159

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 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.”

160

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.)

161


ATTEST/WITNESS: (Developer)

[insert corp., LLC or partnership]

_________________________________________

_________________________________________

DUNKIN' DONUTS FRANCHISING LLC and/or BASKIN-ROBBINS FRANCHISING LLC (as applicable) By: _________________________________________

162

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. _______________________________________ _____________________________________





163

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

164

EXHIBIT B

I. Development Schedule: Restaurant

Type of Restaurant Years of Franchise Term


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:





V. Addenda [ ]_________________________________________________________________ VI. Term: The Dunkin’ term of this Agreement shall expire on _______________.

The Baskin-Robbins term of this Agreement shall expire on ______________.

165

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.



DEVELOPER:

Witness/Attest: ____________________________________ ___________________________________ By:__________________________________ ___________________________________ _____________________________________

Witness , individually Print Name: __________________________________ _____________________________________

Witness , individually Print Name: ___________________________________ _____________________________________


166

SDA #__________ PC#___________

FRANCHISE AGREEMENT This Franchise Agreement (“Agreement”), dated _________________, 201___, is made by and between DUNKIN' DONUTS 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 (“Dunkin’”, “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

167

TERMS AND CONDITIONS © MARCH 2020

SECTION 1. PARTIES

1.0 This Agreement is a non-exclusive license to operate a Dunkin’ 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’ 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 Dunkin’ Donuts®, 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, 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. 2.3. As franchisee, you have the right and responsibility to exercise day-to-day control over your franchised business to meet those Standards, and 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 Dunkin’ 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.

168

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; 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

169

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’ 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 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 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.

170

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 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 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 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.

171

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 Dunkin' 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 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 hours we prescribe, and use the Restaurant and Premises only as a Dunkin’ business, unless we give written approval to do otherwise;

172

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; 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; 7.0.6 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; 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.

173

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 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 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. 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.

174

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” or anything confusingly similar as part of your corporate or other legal name, or as part of any e-mail address, domain name, social medial 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 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 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 Dunkin’ 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

175

business or venture that sells products that are the same as or substantially similar to those sold in Dunkin’ restaurants, except for i) other Dunkin’ 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 or baked goods 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 Dunkin’ restaurants; divert or attempt to divert any Dunkin’ 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 Dunkin’ 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 Dunkin’ restaurants and located within five (5) miles from the Restaurant or any other Dunkin’ 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 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’ 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:

176

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).

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 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.

177

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 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

178

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: 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 twelve thousand five hundred dollars ($12,500). 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 $ 5,000.00

$400,000.00 or more, but less than $600,000.00 $ 6,000.00 $600,000.00 or more, but less than $1,000,000.00 $ 8,000.00

$1,000,000.00 or more, but less than $1,400,000.00 $12,000.00 $1,400,000.00 or more $20,000.00

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

179

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. 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 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 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.

180

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. 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 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

181

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 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’ 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 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 System 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.

182

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 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

183

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 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’ 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

184

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 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’ System.

185

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).


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: _____________________

186

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. __________________________________ _____________________________________





187

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:__________________________________ ___________________________________ _____________________________________




188

SDA #__________ PC#___________

FRANCHISE AGREEMENT This Franchise Agreement (“Agreement”), dated _________________, 201___, 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

189

TERMS AND CONDITIONS © MARCH 2020

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

190

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;

191

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

192

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

193

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

194

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;

195

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.

196

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

197

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

198

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).

199

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

200

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:

201

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

202

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.

203

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.

204

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

205

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

206

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

207

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.


208

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: _______________________

209

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: ___________________________________ ______________________________________




210

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:__________________________________ ___________________________________ _____________________________________




211

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 in Exhibit B, subject to the following conditional option(s) to extend: We grant you a conditional option to extend your exclusive development rights for the same Store Development Area subject to and in accordance with the terms set forth 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 Development Area in accordance with the terms set forth below as well as the other terms of this Agreement. In order to be eligible to exercise this option you must (a) have met your Development Schedule under this Agreement, (b) be in compliance with all of your franchise agreements with us or any of our affiliates, (c) meet our then-current financial criteria for developing an additional Restaurant, and (d) meet our Criteria to Expand. If you wish to exercise the Option to Extend, you must advise us in writing no later than sixty (60) days prior to the original expiration of this Agreement but no sooner than one hundred twenty (120) days prior to the original expiration of this Agreement. 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 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 Option to Extend Development Schedule ] (the “Amended Expiration Date”).

Terms for Option to Extend:

Option to Extend Development Schedule:

Development Schedule


IFF Due Date Required Opening Date

Additional Restaurant

Due on Required Control Date

Term of franchise agreement: ___ years IFF Due: $___________ Continuing 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 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 Extend and that you timely develop and open the Additional Restaurant pursuant to the Option to Extend, we grant you a conditional option to extend your exclusive development rights for a second time for the same Store Development Area 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 obligation to develop and open an additional Restaurant in the Store Development Area in accordance with the terms set forth below as well as the other terms of this Agreement. In order to be eligible to exercise the Second Option to Extend you 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)

212

meet our then-current 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


IFF Due Date Required Opening Date

Additional Restaurant

Due on Required Control Date

Term of franchise agreement: __ years IFF Due: $___________ Continuing 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 you will sign our then-current franchise agreement for the Additional Restaurant.

3. Section 4 of the SDA entitled “Renewal and Extension Options” 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 twelve (12) 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]

_________________________________________ _________________________________________

213

Select Developing Market Terms 3-2020 Exhibit B-4a

PC # ____________

This incentive applies to SDAs for Dunkin’ and Combo restaurants in Select Developing Markets

SELECT DEVELOPING MARKET TERMS

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 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 is referred to in this Addendum as “Dunkin”, “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 Continuing Franchise Fees (“CFF”) and Continuing Advertising Fees (“CAF”)

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, the CFF and CAF will be as follows: CFF: 1.9 percent of Gross Sales from the day you open the Restaurant to serve the general public through one year* from the Required Opening Date; 2.9 percent of Gross Sales for the following year; 3.9 percent of Gross Sales for the following year; 4.9 percent of Gross Sales for the following year; and 5.9 percent of Gross Sales for the remaining term of your Franchise Agreement. *See Section 1.b. below for definition of “year.” CAF: 2.0 percent of Gross Sales from the day you open the Restaurant to serve the general public through one year from the Required Opening Date; 3.0 percent of Gross Sales for the following year; 4.0 percent of Gross Sales for the following year; 5.0 percent of Gross Sales for the remaining term of your Franchise Agreement

b. 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 throughout this addendum, 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 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 and CAF of 5.0 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 and CAF 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 and CAF will be in effect

214

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 1.a. above.

2. In certain circumstances, special distribution opportunities (SDO), as described in Section 6 of the SDA, may be

eligible for the following reduction of CFF and CAF:

CFF: 1.9 percent of Gross Sales for one year from the day you open the Restaurant to serve the general public; 2.9 percent of Gross Sales for the following year; 3.9 percent of Gross Sales for the following year; 4.9 percent of Gross Sales for the following year; and 5.9 percent of Gross Sales for the remaining term of your Franchise Agreement CAF: 2.0 percent of Gross Sales from the day you open the Restaurant to serve the general public for one year; and 2.5 percent of Gross Sales for the remaining term of your Franchise Agreement Additionally and unless otherwise agreed to in writing by us, the traditional unit that opens immediately after a SDO that is counted toward the required SDA development commitments will only be eligible for the CFF and CAF rates in this Section 2 provided it opens on or before the Required Opening Date, and will not be eligible for the CFF and CAF rates set forth in Section 1.a. above (i.e., there will be no early opening benefit).

3. Additional Restaurants: 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 and CAF rates will be as described below:

CFF:

Year 1 1.9 percent of Gross Sales Year 2 2.9 percent of Gross Sales Year 3 3.9 percent of Gross Sales Year 4 4.9 percent of Gross Sales Years 5 – 20 5.9 percent of Gross Sales

CAF:

Year 1 2.0 percent of Gross Sales Year 2 3.0 percent of Gross Sales Year 3 4.0 percent of Gross Sales Years 4 – 20 5.0 percent of Gross Sales

4. Effect. Except as specifically provided above, the terms of the SDA and Franchise Agreements 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 Agreements. 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 Agreements entered into between us and you, and are not meant to confer rights on any other party.

Initials

_______________

_______________

215

3-2020 Exhibit B-4b

PC # ____________

This incentive applies to Dunkin’ and Combo restaurants in Select Developing Markets

SELECT DEVELOPING MARKET TERMS

ADDENDUM TO FRANCHISE AGREEMENT

The following provisions are hereby incorporated into the Franchise Agreement. 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 is referred to in this Addendum as “Dunkin”, “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 Continuing Franchise Fees (“CFF”) and Continuing Advertising Fees (“CAF”)

a. For each Restaurant that has a Conditional Real Estate Site Approval on or after November 1, 2019 and opens to serve the general public within one year from the date of the Conditional Real Estate Site Approval (the “Required Opening Date”), the CFF and CAF will be as follows: CFF: 1.9 percent of Gross Sales from the day you open the Restaurant to serve the general public through one year * from the Required Opening Date; 2.9 percent of Gross Sales for the following year; 3.9 percent of Gross Sales for the following year; 4.9 percent of Gross Sales for the following year; and 5.9 percent of Gross Sales for the remaining term of your Franchise Agreement. *See Section 1.b. below for definition of “year.”

CAF:

2.0 percent of Gross Sales from the day you open the Restaurant to serve the general public through one year from the Required Opening Date; 3.0 percent of Gross Sales for the following year; 4.0 percent of Gross Sales for the following year; and 5.0 percent of Gross Sales for the remaining term of your Franchise Agreement

b. 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 throughout this addendum, 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 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 and CAF of 5.0 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 and CAF 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 and CAF 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 1.a. above

216

2. Special distribution opportunities (SDO) may be eligible for the following reduction of CFF and CAF:

CFF: 1.9 percent of Gross Sales for one year from the day you open the Restaurant to serve the general public; 2.9 percent of Gross Sales for the following year; 3.9 percent of Gross Sales for the following year; 4.9 percent of Gross Sales for the following year; and 5.9 percent of Gross Sales for the remaining term of your Franchise Agreement

CAF: 2.0 percent of Gross Sales from the day you open the Restaurant to serve the general public for one year; and 2.5 percent of Gross Sales for the remaining term of your Franchise Agreement The reduced CFF and CAF rates set forth in this Section 2 will only apply if the opening occurs on or before the Required Opening Date and will not be eligible for the CFF and CAF rates set forth in Section 1.a. above (i.e., there will be no early opening benefit).

3. Effect. Except as specifically provided above, the terms of the Franchise Agreements 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 Franchise Agreements. 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 Franchise Agreement entered into between us and you, and are not meant to confer rights on any other party.

Initials

_______________

_______________

217

Exhibit B-5

PC # ___________

This incentive applies to Select Franchisees who develop a Dunkin’ or Combo SDO within a Healthcare, Education and Business & Industry/Government venue (excludes Dev. Area Type 1 and New York DMAs)

SPECIAL DISTRIBUTION OPPORTUNITY INCENTIVE

ADDENDUM TO FRANCHISE AGREEMENT The following provisions are hereby incorporated into the Franchise Agreement. These provisions both supplement and modify the franchise 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 (if applicable) is referred to in this Addendum as “Franchisor”, “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. Franchisees that develop a Dunkin’ Special Distribution Opportunity (“SDO”) within a Healthcare, Education, Business & Industry/Government venue that we approve and you open by December 15, 2020 or by December 15, 2021 are eligible for the following: 1. Dunkin’ Initial Franchise Fee (“IFF”) and Continuing Franchise Fee (“CFF”) Incentive:

a. If you open the Restaurant to serve the general public on or before December 15, 2020 (“2020 Required

Opening Date”), you will receive the following terms:

Dunkin’ IFF: Up to ten years of initial Dunkin’ franchise term at no charge. CFF: 0.0 percent of Gross Sales for five years* from the day you open the Restaurant to serve the general public; and 1.9 percent of Gross Sales for years six through the earlier of (i) the end of the initial franchise term or (ii) year ten.

*See Section 1.c. below for definition of “year.”

b. If you open the Restaurant to serve the general public after December 15, 2020 and on or before December 15, 2021 (“2021 Required Opening Date”), you will receive the following terms:

Dunkin’ IFF: Up to ten years of initial Dunkin’ franchise term at no charge. CFF: 1.9 percent of Gross Sales for five years from the day you open the Restaurant to serve the general public; and 2.9 percent of Gross Sales for years six through the earlier of (i) end of the initial franchise term or (ii) year ten

c. 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 incentive, a year means 52 sales reporting

218

periods. If your Restaurant opens on a day other than Sunday, your initial sales reporting period will be less than seven days.

d. If you do not open the Restaurant to serve the general public by the 2020 Required Opening Date or the 2021 Required Opening Date, you will pay the IFF and CFF rates set forth in the Contract Data Schedule to the Franchise Agreement and the IFF payment for the initial term will be due and payable on the earlier of (i) the 2021 Required Opening Date or (ii) the date the Restaurant’s franchise agreement is signed.

2. The incentive terms only apply to restaurants with a Conditional Real Estate Site Approval on or after November 1, 2019. The franchise term may not exceed the lease term. For example, if you are only able to secure lease term for seven years, the initial franchise agreement term will be seven years.

3. Should this SDO be eligible to satisfy one of the Restaurants you are required to develop pursuant to the

Development Schedule under your Store Development Agreement (the “SDA”), the 2020 and 2021 Required Opening Dates are not intended to alter the commitment dates included in your SDA, if applicable, and shall not be deemed to have amended any dates in any SDA.

4. If this Franchise Agreement is for a Combo Restaurant, you will be required to pay an IFF for the Baskin-

Robbins franchise. The Dunkin’ IFF Incentive as described herein cannot be combined with any other IFF incentive offer for a Dunkin’ under an SDA or otherwise; provided, however, that if you qualify, you may combine this incentive with any existing Baskin-Robbins IFF incentive offer for the Baskin-Robbins portion of the Combo Restaurant.

5. Effect. Except as specifically provided above, the terms of the 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 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 Franchise Agreement entered into between us and you, and are not meant to confer rights on any other party.

Initials

_______________

_______________

219

Dunkin’ Military Veterans Development Incentive 03-2020 Exhibit B-6

This incentive applies to franchisees that are military veterans who sign agreements for the development of Dunkin’ Restaurants

PC #__________

DUNKIN’ MILITARY VETERANS DEVELOPMENT INCENTIVE

ADDENDUM TO STORE DEVELOPMENT AGREEMENT and /or ADDENDUM TO FRANCHISE AGREEMENT The following provisions are hereby incorporated into the Franchise Agreement 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 is referred to in this Addendum as “Dunkin’”, “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”).

a. For Traditional Restaurants developed under a SDA: For each traditional Restaurant that you open to serve the general public by the “Required Opening Date” set forth in Exhibit B to the SDA, the IFF will be reduced by twenty percent (20%) (“Reduced IFF”) of the full twenty (20) year IFF rate. If you do not meet the Required Opening Date for the Restaurant, then the difference between the Reduced IFF amount previously paid and the full 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.

b. For Traditional Restaurants not developed under a SDA: If you open a traditional Restaurant on or before the “Required Opening Date”, which is one (1) year from the date of your Conditional Real Estate Site Approval Letter, the IFF set forth on the Contract Data Schedule of your Franchise Agreement will be reduced by twenty percent (20%) (“Reduced IFF”). If you do not meet the Required Opening Date for the Restaurant, then the difference between the Reduced IFF amount previously paid and the full 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 to receive the above incentive. For the avoidance of doubt

as well as for those restaurants not developed under a SDA, the term “traditional Restaurant” as used in this Addendum excludes gas/convenience locations and other non-traditional “special distribution opportunities” such as 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, department stores and “big box” super stores, mobile units, off-site sales accounts, supermarkets and home improvement retailers.

3. The foregoing incentive is only available to honorably discharged military veterans who hold a majority ownership interest in the franchise.

4. A military veteran is only eligible to receive IFF incentives in up to a total of five Dunkin’ and/or Baskin-Robbins

restaurants developed under either past or present incentive offers.

5. The reduced Dunkin’ IFF Incentive cannot be combined with any other IFF incentive offer for a Dunkin’ under an SDA or otherwise provided however, that if you qualify, you may combine this incentive with any existing IFF incentive offer for the Baskin-Robbins portion of the Combo Restaurant.

6. 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

220

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_______________

_______________

_______________

221

03-2020 Exhibit B-7a

PC # ____________

2020/2021 INCREMENTAL RESTAURANT OPENINGS- SELECT ESTABLISHED MARKETS

ADDENDUM TO STORE DEVELOPMENT AGREEMENT AND

ADDENDUM TO FRANCHISE AGREEMENT The following provisions are hereby incorporated into the Franchise Agreement or the 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 is referred to in this Addendum as “Dunkin”, “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. Dunkin’ Initial Franchise Fee (“IFF”) Incentive:

a. If you open at least one Incremental Restaurant* to serve the general public on or before December 15,

2020 (“2020 Required Opening Date”), then you will receive up to ten years of franchise term for the Dunkin’ Restaurant (“Dunkin’ IFF Incentive ”) at no charge.

b. If you open one Incremental Restaurant* on or before December 15, 2020 and you open a second Incremental Restaurant to serve the general public on or before December 15, 2021 (“2021 Required Opening Date”), then you will also receive up to ten years of Dunkin’ IFF Incentive for the 2021 Incremental Restaurant at no charge. *A Restaurant qualifies as an Incremental Restaurant if (A) you are developing the Restaurant under a SDA and (i) the Restaurant is incremental to the number of 2020 required openings or 2021 required openings (as applicable) as set forth in Exhibit B of your SDA and (ii) the restaurant has a Conditional Real Estate Approval on or after November 1, 2019 or (B) you are not developing under an SDA and the restaurant has a Conditional Real Estate Approval on or after November 1, 2019 (“Incremental Restaurant”). Additionally, to qualify as an Incremental Restaurant for purposes of this incentive, the Restaurant must meet the NextGen Image criteria for such Restaurant’s asset type, as confirmed by the Franchisor’s Development Manager.

c. The 2020 and 2021 Required Opening Dates are not intended to alter the required dates in your SDA, if

applicable, and shall not be deemed to have amended any dates in any SDA.

d. If you are purchasing more than ten years of franchise term for the Restaurant (required in Traditional and Gas & Convenience site types) then you will be required to pay the difference between the total IFF as set forth on the Contract Data Schedule and the Dunkin’ IFF Incentive at the time that you execute this Agreement. If you do not meet the Required Opening Date for the Restaurant, then the dollar value of the Dunkin’ IFF Incentive for the Restaurant will be due and payable ten days after the 2020 or 2021 Required Opening Date (as applicable).

2. If prior to the opening of the Restaurant, or within the first two years of Term, you assign, transfer or sell

any of your right, title and interest in the Franchise Agreement for the Restaurant, then we have the right to payment from you of dollar value of the Dunkin’ IFF Incentive in our sole discretion, which, if applicable, shall be due and payable upon such assignment, sale and/or transfer.

222

3. Marketing Start-up Fee Incentive. For each Incremental Restaurant that you open by its 2020 or 2021 Required Opening Date, the Franchisor has committed to fund the required Marketing Start-up Fee of up to ten thousand dollars ($10,000.00) for local advertising and marketing activities in support of your new Restaurant opening. 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. Such funds will be contributed directly by Franchisor and not through the Dunkin’ Advertising and Sales Promotion Fund. SDOs, excluding gas and convenience, are not eligible for the Marketing Start-Up Fee Incentive.

4. If this Franchise Agreement is for a Combo Restaurant, you will be required to pay an IFF for the Baskin-

Robbins franchise. The Dunkin’ IFF Incentive as described herein cannot be combined with any other IFF incentive offer for a Dunkin’ under an SDA or otherwise; provided, however, that if you qualify, you may combine this incentive with any existing IFF incentive offer for the Baskin-Robbins portion of the Combo Restaurant.

5. Effect. Except as specifically provided above, the terms of the SDA and Franchise Agreements 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 Agreements. 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 Agreements entered into between us and you, and are not meant to confer rights on any other party.

Initials

_______________

_______________

223

03-2020 Exhibit B-7b

PC # ____________

2020/2021 INCREMENTAL RESTAURANT OPENINGS- SELECT DEVELOPING MARKETS

ADDENDUM TO STORE DEVELOPMENT AGREEMENT AND/OR

ADDENDUM TO FRANCHISE AGREEMENT The following provisions are hereby incorporated into the Franchise Agreement or the 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 is referred to in this Addendum as “Dunkin”, “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. Dunkin’ Initial Franchise Fee (“IFF”) Incentive:

a. If you open at least one Incremental Restaurant* to serve the general public by December 15, 2020

(“2020 Required Opening Date”), then you will receive up to twenty years of franchise term for the Dunkin’ Restaurant (“Dunkin’ IFF Incentive”) at no charge.

b. If you open one Incremental Restaurant* by December 15, 2020 and you open a second Incremental Restaurant to serve the general public by December 15, 2021 (“2021 Required Opening Date”), then you will also receive up to twenty years of Dunkin’ IFF Incentive for the 2021 Incremental Restaurant at no charge. *A Restaurant qualifies as an Incremental Restaurant if (A) you are developing the Restaurant under a SDA and (i) the Restaurant is incremental to the number of 2020 required openings or 2021 required openings (as applicable) as set forth in Exhibit B of your SDA and (ii) the restaurant has a Conditional Real Estate Approval on or after November 1, 2019; or (B) you are not developing under an SDA and the restaurant has a Conditional Real Estate Approval on or after November 1, 2019 (“Incremental Restaurant”). Additionally, to qualify as an Incremental Restaurant for purposes of this incentive, the Restaurant must meet the NextGen Image criteria for such Restaurant’s asset type, as confirmed by the Franchisor’s Development Manager.

c. The 2020 and 2021 Required Opening Dates are not intended to alter the required dates in your

SDA, if applicable, and shall not be deemed to have amended any dates in any SDA.

d. If you are receiving less than twenty years of franchise term for the Restaurant then the Dunkin’ IFF Incentive will equal the number of years that you are receiving under this Agreement. If you do not meet the Required Opening Date for the Restaurant, then the dollar value of the Dunkin’ IFF Incentive for the Restaurant as set forth on the Contract Data Schedule will be due and payable ten days after the 2020 or 2021 Required Opening Date (as applicable).

2. If prior to the opening of the Restaurant, or within the first two years of Term, you assign, transfer or sell

any of your right, title and interest in the Franchise Agreement for the Restaurant, then we have the right to payment from you of the dollar value of the Dunkin’ IFF Incentive in our sole discretion, which, if applicable, shall be due and payable upon such assignment, sale and/or transfer.

224

3. Marketing Start-up Fee Incentive. For each Incremental Restaurant that you open by its 2020 or 2021 Required Opening Date, the Franchisor has committed to fund the required Marketing Start-up Fee of up to ten thousand dollars ($10,000.00) for local advertising and marketing activities in support of your new Restaurant opening. 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. Such funds will be contributed directly by Franchisor and not through the Dunkin’ Advertising and Sales Promotion Fund. SDOs, excluding gas and convenience, are not eligible for the Marketing Start-Up Fee Incentive.

4. If this Franchise Agreement is for a Combo Restaurant, you will be required to pay an IFF for the

Baskin-Robbins franchise. The Dunkin’ IFF Incentive as described herein cannot be combined with any other IFF incentive offer for a Dunkin’ under an SDA or otherwise; provided, however, that if you qualify, you may combine this incentive with any existing IFF incentive offer for the Baskin-Robbins portion of the Combo Restaurant.

5. Effect. Except as specifically provided above, the terms of the SDA and Franchise Agreements 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 Agreements. 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 Agreements entered into between us and you, and are not meant to confer rights on any other party.

Initials

_______________

_______________

225

Exhibit B-8

Existing Restaurant PC#__________

DUNKIN’ RELOCATION INCENTIVE OFFER FOR SELECT DUNKIN’ RESTAURANTS

(the “Offer”) Dunkin’ Donuts Franchising LLC [and Baskin-Robbins Franchising LLC, both Delaware limited liability companies ([collectively] “us”, “we”, or “our”) offers to the Franchisee below certain incentives to relocate the existing franchisee-developed Dunkin’ or Dunkin’/Baskin-Robbins restaurant listed below, to a location approved by us, all as more particularly described in this Offer. A. Franchisee Entity: [INSERT EXISTING ENTITY] (“you” or “your”) Location of the Existing Dunkin’ or Dunkin’/Baskin-Robbins restaurant (the “Existing Restaurant”): [INSERT ADDRESS] _________________________________________________________________________________ (No.) (Street) (City or Town) (State) (Zip Code) B. Applicable Relocation Sites for the Offer; Definition of a Qualifying Relocation Site This Offer applies to select Dunkin’ or Dunkin’/Baskin-Robbins relocation sites (each a “Relocation Site”). A Relocation Site that meets all of the following criteria is referred to as a “Qualifying Relocation Site”: (1) you formally submit the Relocation Site to us between January 3, 2020 and December 26, 2020, or by such earlier date that allows us ample time to assess the proposed relocation (we urge you to submit the site to us by no later than November 1, 2020 so we have ample time to assess); (2) you provided us ample time to assess the proposed relocation, and we issue a Conditional Real Estate Approval Letter to you by December 26, 2020 (“CREAL”); (3) the relocation site that is the subject to our CREAL opens to serve the general public within twenty-four (24) months from the date of the CREAL (the “Relocation Deadline”), with all timelines and conditions set out in the CREAL satisfied; and (4) the Existing Restaurant remains open until the Relocation Site opens, or until such other date as we and you agree to in writing.

C. Incentives for a Qualifying Relocation Site Subject to the terms and conditions set out in this Offer, we will grant to franchisees of a Qualifying Relocation Site the following benefits: (1) Availability of Franchise Term at No Additional Charge. The franchise term for a Relocation Site will be 20 years, unless we specifically approve a shorter term in writing. The amount of franchise term, if any, that you can obtain at no charge is based on the length of time between your Existing Restaurant’s contractually-required Remodel Date and the actual opening date of the Relocation Site, as follows:

226

(a) If your contractually-required Remodel Date at your Existing Restaurant is between 37 and 60 months from the time you open the Relocation Site, you will receive, at no charge, additional franchise term of up to 10 years; or (b) If your contractually-required Remodel Date at your Existing Restaurant is more than 60 months from the time you open the Relocation Site, you will receive, at no charge, additional franchise term of up to 20 years; or (c) If your contractually-required Remodel Date at your Existing Restaurant is 36 months or less at the time you open the Relocation Site, then you will be required to pay us for any additional term up to 20 years which will be due and payable within 30 days from the actual opening date of the Relocation Site.

(2) Application of the Franchise Term: The additional franchise term obtained under this Offer may be applied toward the Relocation Site, up to a total of twenty (20) years of franchise term at the Relocation Site, including franchise term obtained through this Offer. If you cannot apply all of your years of franchise term (whether transferred from the Existing Restaurant or obtained through this Offer) to the Relocation Site without exceeding the 20 year maximum, then you may apply any balance of the additional franchise term obtained through this Offer to one or more existing Dunkin’ restaurant(s) then owned by you subject to the following: (a) we approve the site for extension; (b) you are not in default under the franchise agreement for such restaurant; (c) we have not elected to “non-renew” the franchise agreement for such restaurant; (d) any such transfer or application of franchise term will not result in more than twenty (20) years of total Dunkin’ franchise term at such restaurant; and (e) if we or our affiliate are your landlord at such existing Dunkin’ restaurant, it is further subject to you agreeing to our lease terms and conditions. At the time you execute the Franchise Agreement for the Relocation Site, you agree to request in writing the restaurant(s) to which you wish to apply any balance of the additional franchise term. We will advise you in writing if the requested restaurants meet the criteria in this paragraph. If you are unable to apply the balance of the additional franchise term to another location that you currently own, then the additional franchise term will be forfeited. If you do not open the Relocation Site to serve the general public by the Relocation Deadline, then you do not qualify for the franchise term at no cost under Section C.1 above (and as would be set forth in the Contract Data Schedule of the Franchise Agreement for the Relocation Site), and you must instead purchase that additional term from us at our then-current Initial Franchise Fee rates, to bring the franchise term up to twenty (20) years, with payment due upon the earlier of (i) within thirty (30) days of the Relocation Deadline or (ii) the date the Relocation Site opens to serve the general public. Failure to make such payment will be a material default under this Offer. (3) Reduced Continuing Franchise Fees (CFF) and Continuing Advertising Fees (CAF)For the First 156 Weeks The CFF and CAF you will pay us for the first 156 weeks that a Qualifying Relocation Site is open to serve the general public will be as follows: (i) CFF in an amount equal to the lesser of the CFF Cap or 5.9% of Gross Sales; and (ii) CAF in an amount equal to the lesser of the CAF Cap or 5.0% of Gross Sales (plus any greater percentage under the Existing Restaurant’s Franchise Agreement). For purposes of this Offer, the term “CFF Cap” means the average annual CFF that was due and payable at the Existing Restaurant in the 156 weeks immediately preceding the actual opening date of the Qualifying Relocation Site. The term “CAF Average” means the average annual CAF was due and payable at the Existing Restaurant in the 156 weeks immediately preceding the actual opening date of the Qualifying Relocation Site. If the Existing Restaurant and the Qualifying Relocation Site are both combination Dunkin’/Baskin-Robbins restaurants, the CFF Average and the CAF Average will be calculated separately for Dunkin’ and for Baskin-Robbins. Given system limitations, the mechanism for reconciling and truing-up the CFF and CAF due and payable for the first 156 weeks from the date the Qualifying Relocation Site opens will be as follows:

227

(i) For the first 156 weeks that the Qualifying Relocation Site is open to serve the general public, the CFF rate will be reduced by 1.2% (e.g., from 5.9% to 4.7%), and the CAF will be reduced by 1.0% (e.g., from 5.0% to 4.0%, plus any greater percentage provided in the franchise agreement, if applicable), of Gross Sales until such time as we conduct a reconciliation (“Reconciliation”);

(ii) During each of the 13th, 25TH and 37th months from the date the Qualifying Relocation Site opened to serve the general public, we will review the CFF and CAF you paid using the CFF and CAF rates above, and we will determine if the CFF and CAF you paid were more or less than the CFF Average and the CAF Average, respectively; and

(iii) Within 14 days from the date of our Reconciliation, the CFF and CAF will be trued up as follows: (x) If you paid us more in combined CFF and CAF during the 52-week period than the combined CFF Average and CAF Average, then we will pay the difference to you via a credit to your account, provided that you are current on all your monetary obligations due to us and our affiliates under all your agreements with us, including all franchise and store development agreements. If you are not current on such obligations, the funds will first be applied to any such outstanding amounts and the balance, if any, credited to your account. Conversely, if you paid less than the combined CFF Average and CAF Average, then you will pay us the difference between the combined CFF and CAF you had paid us and the combined CFF Average and CAF Average. A hypothetical example is shown in Exhibit 1.

If you do not open the Relocation Site by the Relocation Deadline, then the Relocation Site is not a Qualifying Relocation Site and you will pay the standard CFF of 5.9 percent of Gross Sales and a CAF of 5.0 percent of Gross Sales for the entire term of the Franchise Agreement, without reduction or limitation. Note: For purposes of this Offer, the first of the 156 weeks will be fewer than 7 days unless the Qualifying Relocation Site first opens to serve the general public on a Sunday. D. General Provisions (1) Marketing Start Up Fee. The Marketing Start Up Fee for the Relocation Site is the standard fee of Ten-Thousand Dollars ($10,000.00). (2) Development of the Relocation Site; Standards. If we issue a CREAL for a proposed Relocation Site, you agree to timely develop and open the Relocation Site by the Relocation Deadline, in strict compliance with our approvals, standards, requirements, procedures, plans, specifications and documentation (collectively, the "Relocation Requirements"). You must hire a Dunkin’ qualified architect and general contractor and use a Dunkin’ approved sign and equipment supplier in connection with the relocation. 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. 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”). Your architect’s plans are subject to our prior written approval, and you must allow us to review your architect’s plans in advance. You may not commence construction if we have not approved the plans. You may not open the Relocation Site to the general public until: (a) the Relocation Site has been developed and equipped to our standards; (b) we have inspected the Relocation Site and determined it has been developed and equipped to our standards, and the Restaurant is prepared to open; (c) all documentation referenced in Section D.(4) below is fully executed; (d) we have received all payments due to us, if any, from you in connection with franchise term that is purchased under this Offer, and for reimbursement of our out-of-pocket expenses, if any, in approving the Relocation Site or assisting you in developing the Relocation Site; and (e) you have received all required permits and licenses. Once all conditions required for opening the Restaurant are met, you must promptly open the Restaurant. (3) Other Provisions Regarding IFF, CFF and CAF. The CFF, CAF, the qualifying years of no-charge IFF and other incentives available through this Offer cannot be combined with any other program (including national or regional offers) or offer of any kind that reduces IFF, CFF or CAF for a Dunkin’ restaurant or combination

228

Dunkin’/Baskin-Robbins restaurant in the United States. If the Qualifying Relocation Site is for a combination Dunkin’/Baskin-Robbins restaurant, there will be no additional charge to obtain from us Baskin-Robbins franchise term that ends when the Dunkin’ franchise term ends, provided that the Relocation Deadline is met. (4) Required Documentation. As part of the closure of your Existing Restaurant and our approval of the development of the Relocation Site, you must promptly: (a) execute our standard form Termination of Franchise Agreement and General Release with respect to the closure of the Existing Restaurant; (b) execute, and obtain the landlord’s execution of, our standard form Option to Assume for the Relocation Site; (c) execute for the Relocation Site our standard form Franchise Agreement, with an Addendum incorporating applicable provisions of this Offer; and (d) within 90 days from the date the Relocation Site opens to serve the general public, we and you will execute our standard form Amendment to Franchise Agreement to document any franchise term we have approved to be transferred to another existing restaurant you own, pursuant to this Offer. (5) Failure to Meet the Relocation Deadline. If your Relocation Site is not a Qualifying Relocation Site, we may cancel this Offer by written notice to you and, as of the Relocation Deadline, neither party will have any rights or liabilities to the other hereunder, and any rights and obligations will be as set forth in the Franchise Agreement and Option to Assume, if any, executed for the Relocation Site. You agree that TIME IS OF THE ESSENCE regarding all of your obligations under this Offer. (6) 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 for the Existing Restaurant, and we may void this Offer if we issue a Notice of Termination of your current franchise agreement for the Existing Restaurant after you have accepted this Offer. (7) Transferability. We may assign our rights and/or obligations under this Offer 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 Offer. You may only assign your rights and obligations under this Offer if: (a) it is in connection with our approved transfer to the same transferee of the Existing Restaurant and any other restaurant(s) to which you would transfer franchise term under Section C.(2) of this Offer, and (b) if we approve of a new CREAL for the transferee for the Relocation Site. (8) Effect. Except as specifically provided above, the terms of the 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 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 Franchise Agreement entered into between us and you, and are not meant to confer rights on any other party. (9) 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 will 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, our acceptance will not be deemed to be our waiver of any preceding breach by you of any term, covenant or condition of this Offer. (10) 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 will 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 will 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

229

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. (11) No Representations: 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 from the Existing Restaurant to the Relocation Site.

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.

Dunkin’ Donuts Franchising LLC Baskin-Robbins Franchising LLC (delete if not applicable) By: _________________________________________ Date: _______________________

ATTEST/WITNESS: _________________________________________ _________________________________ By: _________________________________________ Name: ___________________________ Name: _________________________________________ Its: ___________________________ Its: _________________________________________

Date: _____________________ Exhibit 1

Annual CFF and CAF Reconciliation

230

Guaranty Agreement Loan No. This GUARANTY AGREEMENT (the "Guaranty") is executed as of , by (the "Guarantor"), for the benefit of , a banking corporation chartered by the U.S. Congress in 12 U.S. Code §§3001-3051 with its principal operations and servicing offices at 2011 Crystal Drive, Suite 800, Arlington, VA 22202 (the "Lender"). WHEREAS: A. (the "Borrower") is indebted to Lender with respect to a loan (the "Loan") pursuant to that certain promissory note dated of even date herewith, payable to the order of Lender in the original principal amount of and 00/100s Dollars ($ ) (together with all renewals, modifications, increases and extensions thereof, the "Note"), which is secured by the security agreement of even date herewith (collectively the "Security Instrument"), and further evidenced, secured or governed by the other Loan Documents (as defined in the Note); and B. Lender is unwilling to make the Loan to Borrower unless Guarantor unconditionally guarantees payment and performance to Lender of the Guarantied Obligations (as hereinafter defined); and C. Guarantor is the owner of a direct interest in Borrower, and Guarantor will directly benefit from Lender's making the Loan to Borrower. Unless otherwise defined in this Guaranty, all initially capitalized terms used herein shall have the meaning given such terms in the Security Instrument. NOW, THEREFORE, as an inducement to Lender to make the Loan to Borrower thereunder, and to extend such additional credit as Lender may from time to time agree to extend under the Loan Documents, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

ARTICLE I NATURE AND SCOPE OF GUARANTY

Section 1.1 Guaranty of Obligation. In consideration of Lender's making the Loan and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the purpose of inducing Lender to make the Loan, Guarantor hereby irrevocably and unconditionally guaranties to Lender (and its successors and assigns), the following: (a) full, punctual, and prompt payment of all sums payable under the terms of the Loan Documents as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity, or otherwise; and (b) the performance of all of Borrower’s obligations under the Loan Documents (together, the “Guarantied Obligations”). Guarantor shall also be liable for, and shall indemnify, defend, and hold Lender harmless from and against, any and all claims, liabilities, costs of collection and attorneys fees incurred or suffered by Lender and arising out of or in connection with the Guarantied Obligations. Section 1.2 Nature of Guaranty. This Guaranty is an irrevocable, absolute, continuing guaranty of payment and performance, is joint and several and is not a guaranty of collection. This Guaranty shall continue to be effective with respect to any Guarantied Obligations arising or created after any attempted revocation by Guarantor and after (if Guarantor is a natural person) Guarantor's death (in which event this Guaranty shall be binding upon Guarantor's estate and Guarantor's legal representatives and heirs). The fact that at any time or from time to time the Guarantied Obligations may be increased or reduced shall not release or discharge the obligation of Guarantor to Lender with respect to Guarantied Obligations. This Guaranty may be enforced by Lender and any subsequent holder of the Note and shall not be discharged by the assignment or negotiation of all or part of the Note. Section 1.3 Guarantied Obligations Not Reduced by Offset. The Guarantied Obligations and the liabilities and obligations of Guarantor to Lender hereunder, shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower, or any other party, against Lender or against payment of the Guarantied Obligations, whether such offset, claim or defense arises in connection with the Guarantied Obligations (or the transactions creating the Guarantied Obligations) or otherwise.

232

Section 1.4 Payment by Guarantor. If all or any part of the Guarantied Obligations shall not be punctually paid when due, whether at maturity or earlier by acceleration or otherwise, Guarantor shall, immediately upon demand by Lender, and without presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice whatsoever, pay in lawful money of the United States of America, the amount due on the Guarantied Obligations to Lender at Lender's address as set forth herein. Such demand(s) may be made at any time coincident with or after the time for payment of all or part of the Guarantied Obligations, and may be made from time to time with respect to the same or different items of Guarantied Obligations. Such demand shall be deemed made, given and received in accordance with the notice provision hereof. Section 1.5 No Duty to Pursue Other. It shall not be necessary for Lender (and Guarantor hereby waives any rights which Guarantor may have to require Lender), in order to enforce this Guaranty against Guarantor, first to (i) institute suit or exhaust its remedies against Borrower or others liable on the Loan or the Guarantied Obligations or any other person, (ii) enforce Lender's rights against any collateral which shall ever have been given to secure the Loan, (iii) enforce Lender's rights against any other guarantors of the Guarantied Obligations, (iv) join Borrower or any others liable on the Guarantied Obligations in any action seeking to enforce this Guaranty, (v) exhaust any remedies available to Lender against any collateral which shall ever have been given to secure the Loan, or (vi) resort to any other means of obtaining payment of the Guarantied Obligations. Lender shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guarantied Obligations. Section 1.6 Waivers. Guarantor hereby waives notice of (i) any loans or advances made by Lender to Borrower, (ii) acceptance of this Guaranty, (iii) any amendment or extension of the Note or of any other Loan Documents, (iv) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower's execution and delivery of any promissory notes or other documents arising under the Loan Documents, (v) the occurrence of any breach by Borrower or Event of Default (as defined in the Loan Documents), (vi) Lender's transfer or disposition of the Guarantied Obligations, or any part thereof, (vii) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guarantied Obligations, (viii) protest, proof of non-payment or default by Borrower, or (ix) any other action at any time taken or omitted by Lender, and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guarantied Obligations and the obligations hereby Guarantied. Section 1.7 Payment of Expenses In the event that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor shall, immediately upon demand by Lender, pay Lender all costs and expenses (including court costs, appraiser’s costs, environmental engineer’s costs and reasonable attorneys' fees) incurred by Lender in the enforcement hereof or the preservation of Lender's rights hereunder. The covenant contained in this section shall survive the payment and performance of the Guarantied Obligations. Section 1.8 Effect of Bankruptcy. In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder, Lender must rescind or restore any payment, or any part thereof, received by Lender in satisfaction of the Guarantied Obligations, as set forth herein, any prior release or discharge from the terms of this Guaranty given to Guarantor by Lender shall be without effect, and this Guaranty shall remain in full force and effect. It is the intention of Borrower and Guarantor that Guarantor's obligations hereunder shall not be discharged except by Guarantor's performance of such obligations and then only to the extent of such performance. Section 1.9 Deferment of Rights of Subrogation, Reimbursement and Contribution. Notwithstanding any payment or payments made by any Guarantor hereunder, no Guarantor will assert or exercise any right of Lender or of such Guarantor against Borrower to recover the amount of any payment made by such Guarantor to Lender by way of subrogation, reimbursement, contribution, indemnity, or otherwise arising by contract or operation of law, and such Guarantor shall not have any right of recourse to or any claim against assets or property of Borrower, whether or not the obligations of Borrower have been satisfied, all of such rights being herein expressly waived by such Guarantor. If any amounts shall nevertheless be paid to a Guarantor by Borrower or another guarantor prior to payment in full of the Obligations (hereinafter defined), such amount shall be held in trust for the benefit of Lender and shall forthwith be paid to Lender to be credited and applied to the Obligations, whether matured or unmatured. The provisions of this paragraph shall survive the termination of the Guaranty, and any satisfaction and discharge of Borrower by virtue of any payment, court order or any applicable law.

233

Section 1.10 Bankruptcy Code Waiver. Any indebtedness of Borrower to Guarantor now or hereafter existing (including, but not limited to, any rights to subrogation Guarantor may have as a result of any payment by Guarantor under this Guaranty), together with any interest thereon, shall be, and such indebtedness is, hereby deferred, postponed and subordinated to the prior payment in full of the Debt. Until payment in full of the Debt (and including interest accruing on the Note after the commencement of a proceeding by or against Borrower under the Bankruptcy Reform Act of 1978, as amended, 11 U.S.C. Section 101 et seq., and the regulations adopted and promulgated pursuant thereto (collectively, the "Bankruptcy Code") which interest the parties agree shall remain a claim that is prior and superior to any claim of Guarantor notwithstanding any contrary practice, custom or ruling in cases under the Bankruptcy Code generally), Guarantor agrees not to accept any payment or satisfaction of any kind of indebtedness of Borrower to Guarantor and hereby assigns such indebtedness to Lender, including the right to file proof of claim and to vote thereon in connection with any such proceeding under the Bankruptcy Code, including the right to vote on any plan of reorganization. Section 1.11 "Borrower". The term "Borrower" as used herein shall include any new or successor corporation, limited liability company, association, partnership (general or limited), joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any interest in Borrower.

ARTICLE 2 EVENT AND CIRCUMSTANCES NOT REDUCING OR DISCHARGING

GUARANTOR'S OBLIGATIONS Guarantor hereby consents and agrees to each of the following, and agrees that Guarantor's obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory, or other rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connection with the following: Section 2.1 Modifications. Any renewal, extension, increase, modification, alteration, or rearrangement of all or any part of the Guarantied Obligations, Note, Loan Documents, or other documents, instrument, contract, or understanding between Borrower and Lender, or any other parties, pertaining to the Guarantied Obligations or any failure of Lender to notify Guarantor of any such action. Section 2.2 Adjustment. Any adjustment, indulgence, forbearance, or compromise that might be given by Lender to Borrower or any Guarantor. Section 2.3 Condition of Borrower or Guarantor. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution, or lack of power of Borrower, Guarantor, or any other party at any time liable for the payment of all or part of the Guarantied Obligations; or any dissolution of Borrower or Guarantor, or any sale, lease, or transfer of any or all of the assets of Borrower or Guarantor, or any changes in the shareholders, partners, or members of Borrower or Guarantor; or any reorganization Borrower or Guarantor. Section 2.4 Invalidity of Guarantied Obligations. The invalidity, illegality, or unenforceability of all or any part of the Guarantied Obligations, or any document or agreement executed in connection with the Guarantied Obligations, for any reason whatsoever, including without limitation the fact that (i) the Guarantied Obligations, or any part thereof, exceed the amount permitted by law, (ii) the act of creating the Guarantied Obligations or any part thereof, is ultra vires, (iii) the officers or representatives executing the Note or the other Loan Documents or otherwise creating the Guarantied Obligations acted in excess of their authority, (iv) the Guarantied Obligations violate applicable usury laws, (v) Borrower has valid defenses, claims, or offsets (whether at law, in equity, or by agreement) which render the Guarantied Obligations wholly or partially uncollectible from Borrower, (vi) the creation, performance, or repayment of the Guarantied Obligations (or the execution, delivery, and performance of any documents or instrument representing part of the Guarantied Obligations or executed in connection with the Guarantied Obligations, or given to secure the repayment of the Guarantied Obligations) is illegal, uncollectible, or unenforceable, or (vii) the Note or any of the other Loan Documents have been forged or otherwise are irregular or not genuine and authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other person be found not liable on the Guarantied Obligations or any part for any reason.

234

Section 2.5 Release of Obligors. Any full or partial release of the liability of Borrower on the Guarantied Obligations, or any part thereof, or of any co-guarantors, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee, or assure the payment of the Guarantied Obligations, or any part thereof, it being recognized, acknowledged and agreed by each Guarantor that such Guarantor may be required to pay the Guarantied Obligations in full without assistance or support of any other party. Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other parties will be liable to pay or perform the Guarantied Obligations, or that Lender will look to other parties to pay or perform the Guarantied Obligations. Section 2.6 Other Collateral. The taking or accepting of any other security, collateral, guaranty, or other assurance of payment for all or any part of the Guarantied Obligations. Section 2.7 Release of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss, or impairment (including without limitation negligent, willful, unreasonable, or unjustifiable impairment) of any collateral, property, or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guarantied Obligations. Section 2.8 Care and Diligence. The failure of Lender or any other party to exercise diligence or reasonable case in the preservation, protection, enforcement, sale, or other handling or treatment of all or any part of such collateral, property, or security, including but not limited to any neglect, delay, omission, failure, or refusal of Lender (i) to take or prosecute any action for the collection of any of the Guarantied Obligations, or (ii) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any security therefor, or (iii) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guarantied Obligations. Section 2.9 Unenforceability. The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guarantied Obligations, or any part thereof, is not properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the collateral for the Guarantied Obligations. Section 2.10 Offset. The failure of the Note, the Guarantied Obligations, and the liabilities and obligations of Guarantor to Lender hereunder to be reduced, discharged or released because of or by reason of any existing or future right of offset, claim, or defense of Borrower against Lender, or any other party, or against payment of the Guarantied Obligations, whether such right of offset, claim, or defense arises in connection with the Guarantied Obligations, or the transactions creating the Guarantied Obligations, or otherwise. Section 2.11 Merger. The reorganization, merger or consolidation of Borrower into or with any corporation or other form of entity. Section 2.12 Preference. The treatment of any payment by Borrower to Lender as a preference under bankruptcy laws or any other requirement that Lender refund such payment or pay such amount to Borrower to someone else. Section 2.13 Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Loan Documents, the Guarantied Obligations, or the security and collateral therefor, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Guarantied Obligations pursuant to the terms hereof, it being the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guarantied Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether or not contemplated, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Guarantied Obligations.

ARTICLE 3 REPRESENTATION AND WARRANTIES

235

To induce Lender to enter into the Loan Documents and extend credit to Borrower, Guarantor represents and warrants to Lender as follows: Section 3.1 Benefit. Guarantor is the owner of a direct interest in Borrower, and has received, or will receive, direct or indirect benefit from the making of this Guaranty with respect to the Guarantied Obligations. Section 3.2 Familiarity and Reliance. Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of Borrower and is familiar with the value of any and all collateral intended to be created as security for the payment of the Note or Guarantied Obligations; provided, however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty. Section 3.3 No Representation by Lender. Neither Lender not any other party has made any representation, warranty or statement to Guarantor in order to induce Guarantor to execute this Guaranty and Guarantor is executing this Guaranty as his/her own free act and deed. Section 3.4 Guarantor's Financial Condition. As the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is, and will be, solvent, and has and will have assets which, fairly valued, exceed its obligations, liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay its obligations and liabilities. Section 3.5 Legality. The execution, delivery and performance by Guarantor of this Guaranty and the consummation of the transactions contemplated hereunder do not, and will not, contravene or conflict with any law, statute or regulation whatsoever to which Guarantor is subject or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or result in the breach of, any indenture, mortgage, deed of trust, charge, lien, or any contract, agreement or other instrument to which Guarantor is a party or which may be applicable to Guarantor. This Guaranty is a legal and binding obligation of Guarantor and is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights. Section 3.6 Survival. All representations and warranties made by Guarantor herein shall survive the execution hereof. Section 3.7 Review of Documents. Guarantor has examined the Note and all of the Loan Documents. Section 3.8 Litigation. Except as otherwise disclosed to Lender, there are no proceedings pending or, so far as Guarantor knows, threatened before any court or administrative agency which, if decided adversely to Guarantor, would materially adversely affect the financial condition of Guarantor or the authority of Guarantor to enter into, or the validity or enforceability of this Guaranty. Section 3.9 Tax Returns. Guarantor has filed all required federal, state and local tax returns and has paid all taxes as shown on such returns as they have become due. No claims have been assessed and are unpaid with respect to such taxes.

ARTICLE 4 SUBORDINATION OF CERTAIN INDEBTEDNESS

Section 4.1 Subordination of All Guarantor Claims. As used herein, the term "Guarantor Claims" shall mean all debts and liabilities of Borrower to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon are direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the person or persons in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be, created, or the manner in which they have been or may hereafter be acquired by Guarantor. The Guarantor Claims shall include, without limitation, all rights and claims of Guarantor against Borrower (arising as a result of subrogation or otherwise) as a result of Guarantor’s payment of all or a portion of the Guarantied Obligations to the extent the provisions of Section 1.3 hereof are unenforceable. Upon the occurrence of an Event of Default or the occurrence of an event which would, with the giving of notice or the passage of time, or both, constitute an Event of

236

Default, Guarantor shall not receive or collect directly or indirectly from Borrower or any other party any amount upon the Guarantor Claims. Section 4.2 Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive for application upon the Guarantied Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment to Lender in full of the Guarantied Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on the Guarantor Claims have contributed toward the liquidation of the Guarantied Obligations, and such subrogation shall be with respect to that portion of the Guarantied Obligations which would have been unpaid if Lender had not received dividends or payments upon the Guarantor Claims. Section 4.3 Payments held in Trust. In the event that, notwithstanding anything to the contrary in this Guaranty, Guarantor should receive any funds, payment, claim or distribution which is prohibited by this Guaranty, Guarantor agrees to hold in trust for Lender an amount equal to the amount of all funds, payments, claims or distributions so received, and agrees that it shall have absolutely no dominion over the amount of such funds, payments, claim or distributions so received except to pay them promptly to Lender, and Guarantor covenants promptly to pay the same to Lender. Section 4.4. Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantied Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach. Without the prior written consent of Lender, Guarantor shall not (i) exercise or enforce any creditor’s right it may have against Borrower, or (ii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interest, collateral rights, judgments or other encumbrances on assets of Borrower held by Guarantor.

ARTICLE 5 COVENANTS

Section 5.1 Tax Returns. As soon as available, but in no event later than one hundred twenty (120) days after the end of each calendar year, Guarantor shall furnish Lender Guarantor’s Federal and other governmental tax returns. If Guarantor files for an extension to any applicable filing deadline, Guarantor shall provide Lender with a copy of such extension request. Section 5.2 Financial Statements. As soon as available, but in no event later than one hundred twenty (120) days after the end of each calendar year, Guarantor shall provide Lender with Guarantor’s personal financial statements.

ARTICLE 6 MISCELLANEOUS

Section 6.1 Waiver. No failure to exercise, and no delay in exercising, on the part of Lender, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. The rights of Lender hereunder shall be in addition to all other rights provided by law. No modification or waiver of any provision of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.

237

Section 6.2 Notices. All notices or other written communications hereunder shall be deemed to have been properly given (i) upon delivery, if delivered in person or by facsimile transmission with receipt acknowledged, (ii) one (1) Business Day after having been deposited for overnight delivery with any reputable overnight courier service that keeps records of deliveries, or (iii) three (3) Business Days after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid, addressed as follows: Guarantor:

Lender: 2011 Crystal Drive, Suite 800

Arlington, VA 22202 Attn: Corporate Banking

or addressed as such party may from time to time designate by written notice to the other parties. Either party by notice to the other may designate additional or different addresses for subsequent notices or communications. For purposes of this Subsection, "Business Day" shall mean a day on which commercial banks are not authorized or required by law to close in the Commonwealth of Virginia. Section 6.3 Governing Law; Jurisdiction. This Guaranty shall be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Virginia without regard to its conflicts of law provisions. This Guaranty has been accepted by Lender in the Commonwealth of Virginia. Section 6.4 Invalid Provisions. If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Guaranty, such provision shall be fully severable, and this Guaranty shall be construed and enforced as if such illegal, invalid, or unenforceable provision has never been a part of this Guaranty, and the remaining provisions of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein. Section 6.5 Amendments. This Guaranty may be amended only by an instrument in writing executed by the party, or an authorized representative of the party, against whom such amendment is sought to be enforced. Section 6.6 Parties Bound; No Assignment. This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, assigns and legal representatives; provided, however, that Guarantor may not, without the prior written consent of Lender, assign any of its rights, powers, duties, or obligations hereunder. Section 6.7 Headings. Section headings are for convenient reference only and shall in no way affect the interpretation of this Guaranty. Section 6.8 Recitals. The recital and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty and shall be considered prima facie evidence of the facts and the documents referred to therein. Section 6.9 Counterparts. To facilitate execution, this Guaranty may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature or acknowledgment of, or on behalf of, each party, or that the signature of all persons required to bind any party, or the acknowledgment of such party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary to making proof of this Guaranty to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, and the respective acknowledgments of, each of the parties hereto. Any signature or acknowledgment page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures or acknowledgments

238

thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature or acknowledgment pages. Section 6.10 Rights and Remedies. If Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Lender hereunder shall be cumulative of any and all other rights that Lender may ever have against Guarantor. The exercise by Lender of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy. Section 6.11 Entirety. THIS GUARANTY EMBODIES THE FINAL, ENTIRE AGREEMENT OF GUARANTOR AND LENDER WITH RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTIED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THE GUARANTY, AND NO COURSE OF DEALING BETWEEN GUARANTOR AND LENDER, NO COURSE OF PERFORMANCE, NO TRADE PRACTICE, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT, OR MODIFY ANY TERM OF THIS GUARANTY. THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER. Section 6.12 Waiver of Right to Trial by Jury. GUARANTOR HEREBY ACKNOWLEDGES THAT THIS GUARANTY ARISES IN CONNECTION WITH A COMMERCIAL TRANSACTION. GUARANTOR HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT TO A JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE SECURITY INSTRUMENT, OR THE OTHER LOAN DOCUMENTS OR ANY CLAIM, COUNTERCLAIM, OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR. Section 6.13 Waiver of Right to Homestead Exemption. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE GUARANTOR HEREBY WAIVES ANY RIGHT THAT MAY HAVE TO ANY HOMESTEAD EXEMPTION. EXECUTED as of the day and year first above written. GUARANTOR: ___________________________ , Individually

239

Security Agreement Loan No.

THIS SECURITY AGREEMENT (the "Agreement") is made as of , by , a with an address and place of business of ("Debtor" or "Borrower"), in favor of , a banking corporation chartered by the U.S. Congress in 12 U.S. Code §§3001-3051 with its principal operations and servicing offices at 2011 Crystal Drive, Suite 800, Arlington, VA 22202 (the "Secured Party" or “Lender”). In consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Secured Party, intending to be bound legally, agree as follows: Definitions. The term "State", as used herein, means the State of . All terms defined in the Uniform Commercial Code of the State, as in effect from time to time, and used herein shall have the same definitions herein as specified therein; provided, however, that the term "instrument" shall be such term as defined in Article 9 of the Uniform Commercial Code of the State rather than Article 3. The term "Obligations", as used herein, means any and all obligations, indebtedness, liabilities, guaranties, covenants and duties owing by Debtor to Secured Party, (a) specifically in connection with that certain Promissory Note in the original principal amount of $ of even date herewith from Borrower to Lender (the "Note"), and a business loan agreement by and between Borrower and Lender of even date herewith secured by, among other things, a first security interest in all assets of Debtor and guaranties from (collectively the "Guaranty"), and all other documents securing the Note or executed and delivered in connection therewith (the "Loan Documents"), and (b) generally, whether due or to become due, absolute or contingent, now existing or hereafter incurred or arising, whether or not otherwise guaranteed or secured and whether evidenced by any note or draft or documented on the books and records of Secured Party or otherwise on open account, including without limitation, all costs, expenses, fees, charges and attorneys’ and other professional fees incurred by Secured Party in connection with, involving or related to the administration, protection, modification, collection, enforcement, preservation or defense of any of Secured Party’s rights with respect to any of the Obligations, the Collateral, or any agreement, instrument or document evidencing, governing, securing or relating to any of the foregoing, or any other agreement between Debtor and Secured Party, including without limitation, all costs and expenses incurred in inspecting or surveying mortgaged real estate, if any, or conducting environmental studies or tests, and in connection with any “workout” or default resolution negotiations involving legal counsel or other professionals and any renegotiation or restructuring of any of the Obligations.

1. Grant of Security Interest. To secure the payment and performance in full of all of the Obligations, Debtor hereby grants, pledges and assigns to Secured Party a continuing security interest in all properties, assets and rights of Debtor, together, in each instance, with the renewals, substitutions, replacements, additions, rental payments, products and proceeds thereof, wherever located, whether now owned or hereafter acquired or arising, including all personal and fixture property of every kind and nature, including without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities, and all other investment property, supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, tort claims, and all general intangibles including, without limitation, all payment intangibles, patents, patent applications, trademarks, trademark applications, trade names, copyrights, copyright applications software, engineering drawings, service marks, customer lists, goodwill, and all licenses, permits, agreements of any kind or nature pursuant to which Debtor possesses, uses or has authority to possess or use property (whether tangible or intangible) of other or others, and all recorded data of any kind or nature, regardless of the medium of recording, including, without limitation, all software, writings, plans, specifications and schematics (hereinafter, collectively called the "Collateral").

Debtor expressly acknowledges that the security interest granted hereunder shall remain as security for payment and performance of the Obligations, whether now existing or which may hereafter be incurred by future advances, or otherwise. The notice of the continuing grant of this security interest therefore shall not be required to

240

be stated on the face of any document representing any such Obligations, nor otherwise identify it as being secured hereby.

2. Other Actions. Further to insure the attachment, perfection and priority of, and the ability of the Secured Party to enforce the Secured Party’s security interest in the Collateral, Debtor agrees, in each case at the Debtor’s own expense, to take the following actions with respect to the following Collateral:

A. Investment Property. Debtor shall endorse, assign and deliver any certificated securities to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now or hereafter acquired by the Debtor are uncertificated and are issued to the Debtor or its nominee directly by the issuer thereof, the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause the issuer to agree to comply with instructions from the Secured Party as to such securities, without further consent of the Debtor or such nominee, or (ii) arrange for the Secured Party to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Debtor are held by the Debtor or its nominee through a securities intermediary or commodity intermediary, the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (a) cause such securities intermediary or commodity intermediary (as the case may be) to agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary (as the case may be), in each case without further consent of the Debtor or such nominee, or (b) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party to become the entitlement holder with respect to such investment property, with the Debtor being permitted, only with the consent of the Secured Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with the Debtor that Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not unreasonably withhold its consent to the exercise of any withdrawal or dealing rights by the Debtor, unless an Event of Default has occurred, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents, would occur. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary.

B. As to Any Other Collateral. Debtor further agrees to take any other action reasonably

requested by the Secured Party to insure the attachment, perfection and priority of, and the ability of the Secured Party to enforce, the Secured Party’s security interest in any and all of the Collateral including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Debtor’s signature thereon is required therefor, (ii) causing the Secured Party’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Secured Party to enforce, the Secured Party’s security interest in such Collateral, (iii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Secured Party to enforce, the Secured Party’s security interest in such Collateral, (iv) obtaining governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other person obligated on Collateral, (v) obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Secured Party, and (vi) taking all actions required by any earlier versions of the Uniform Commercial Code or by other law, as applicable in any relevant Uniform Commercial Code jurisdiction, or by other law as applicable in any foreign jurisdiction.

3. Debtor’s Representations and Warranties. Debtor represents and warrants to Secured Party as

follows:

241

A. Qualification/Legal capacity. Debtor is duly organized, validly existing and in full force and effect under the laws of the State and has all requisite power and authority to own and operate its businesses and to carry on its businesses as now being conducted. Debtor is duly qualified to do business in each jurisdiction where the nature of its business or the character of its property requires such qualification.

B. Authority. Debtor has full power and authority to enter into and perform the obligations

under this Agreement, to execute and deliver the Loan Documents and to incur the obligations provided for herein and therein, all of which have been duly authorized by all necessary and proper company action. No other consent or approval or the taking of any other action is required as a condition to the validity or enforceability of this Agreement or any of the other Loan Documents.

C. Binding Agreements. This Agreement and the other Loan Documents constitute the valid

and legally binding obligations of the Debtor, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally.

D. Litigation. To the best of Debtor's knowledge, there are no actions, suits, proceedings or

investigations pending or threatened against the Debtor before any court or administrative agency, which either in any case or in the aggregate, if adversely determined, would materially and adversely affect the financial condition, assets or operations of the Debtor, or which question the validity of this Agreement or any of the other Loan Documents, or any action to be taken in connection with the transactions contemplated hereby or thereby.

E. No Conflicting Law or Agreements. The execution, delivery and performance by the

Debtor of this Agreement and the other Loan Documents: (i) do not violate any order, decree or judgment, or any provision of any statute, rule or regulation, (ii) do not violate or conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a default under any agreement, mortgage, indenture, contract to which the Debtor is a party, or by which any of Debtor’s properties are bound, or (iii) except for the lien granted hereunder, do not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or assets of the Debtor.

F. Financial Statements. The financial information of the Debtor, including, but not limited to, tax returns, balance sheets, statements of earnings, retained earnings, contributed capital and cash flow statements, heretofore submitted to Secured Party, is complete and correct and fairly presents the financial condition of the Debtor as of the dates of said information and the results of its operations and its cash flows for the periods referred to therein in accordance with generally accepted accounting principles, consistently applied. Since the submission of said information to Secured Party, there has been no material adverse change in the financial condition or business of the Debtor. Debtor has no material contingent obligations except as disclosed in such financial statements.

G. Taxes. With respect to all taxable periods of the Debtor, the Debtor has filed all tax

returns which are required to be filed and all federal, state, municipal, franchise, corporate and other taxes shown on such filed returns have been paid as due or have been reserved against, if not yet due, as required by generally accepted accounting principles, consistently applied, and the Debtor knows of no unpaid assessments against Debtor.

H. Compliance. Debtor is not in default with respect to or in violation of any order, writ,

injunction or decree of any court or of any federal, state, municipal or other governmental department, commission, board, bureau, agency, authority or official, or in violation of any law, statute, rule or regulation to which Debtor or Debtor's properties is or are subject, where such default or violation would materially and adversely affect the financial condition of the Debtor. Debtor represents that Debtor has not received notice of any such default or violation from any party. Debtor is not in default in the payment or performance of any of Debtor’s obligations to any third parties or in the performance of any mortgage, indenture, lease, contract or other agreement to which Debtor is a party or by which any of Debtor’s assets

242

or properties are bound, where such default would materially and adversely affect the financial condition of the Debtor.

I. Office. The chief executive office and the office where Debtor’s books and records

concerning Collateral are kept are set forth in the first paragraph of this Agreement.

J. Places of Business. The Debtor has no other places of business and locates no Collateral, specifically including books and records, at any location other than at Debtor’s place of business or as noted in relation to this transaction, set forth in the first paragraph of this Agreement.

K. Contingent Liabilities. The Debtor is not a party to any suretyship, guarantyship, or other

similar type agreement; nor has Debtor offered its endorsement to any individual, concern, corporation or other entity or acted or failed to act in any manner which would in any way create a contingent liability (except for endorsement of negotiable instruments in the ordinary course of business).

L. Licenses. Debtor has all licenses, permits and other permissions required by any

government, agency or subdivision thereof, or from any licensing entity necessary for the conduct of Debtor’s business, all of which the Debtor represents to be in good standing and in full force and effect.

M. Collateral. Debtor is and shall continue to be the sole owner of the Collateral free and

clear of all liens, encumbrances, security interests and claims, except as set forth in this Agreement; Debtor is fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of the Collateral to Secured Party; all documents and agreements related to the Collateral shall be true and correct and in all respects what they purport to be; all signatures and endorsements that appear thereon shall be genuine, and all signatories and endorsers shall have full capacity to contract; none of the transactions underlying or giving rise to the Collateral shall violate any applicable state or federal laws or regulations; all documents relating to the Collateral shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; and the Debtor agrees to defend the Collateral against the claims of all persons other than Secured Party.

N. Environmental, Health, Safety Laws. Debtor has not received any notice, order, petition

or similar document in connection with or arising out of any violation of any environmental, health or safety law, regulation, rule or order, and Debtor knows of no basis for any claim of such violation or of any threat thereof.

4. Affirmative Covenants of the Debtor. Debtor covenants and agrees that, from the date hereof until

full and final payment of the Note, Debtor shall:

A. Financial Information. Deliver to Secured Party (i) promptly upon Secured Party’s request, such documentation and information about the Debtor’s financial condition, business and/or operations as Secured Party may, at any time and from time to time, request, including without limitation, business and/or personal financial statements, copies of federal and state income tax returns and all schedules thereto, aging reports of Debtor’s accounts and accounts payable, and a listing of Debtor’s Inventory and Equipment, all of which shall be in form, scope and content satisfactory to Secured Party, in its sole discretion; and (ii) promptly upon becoming aware of any Event of Default or any occurrence which but for the giving of notice or the passage of time would constitute an Event of Default, notice thereof in writing.

B. Insurance and Endorsement. Keep the Collateral and Debtor’s other properties insured against loss or damage by fire and other hazards (so-called “All Risk” coverage) in amounts and with companies satisfactory to Secured Party to the same extent and covering such risks as is customary in the same or a similar business; maintain public liability coverage, including without limitation, products liability coverage, against claims for personal injuries or death; and maintain all worker's compensation, employment or similar insurance as may be required by applicable law. All insurance shall contain such terms, be in such form, and be for such periods satisfactory to Secured Party, and be written by such

243

carriers duly licensed by the State of and satisfactory to Secured Party. Without limiting the generality of the foregoing, such insurance must provide that it may not be canceled without ten (10) days prior written notice to Secured Party. Debtor shall cause Secured Party to be endorsed as a loss payee with a long form Lender’s Loss Payable Clause, in form and substance acceptable to Secured Party on all such insurance. In the event of a failure to provide and maintain insurance as herein provided, Secured Party may, at its option, provide such insurance and charge the amount thereof to the Debtor. The Debtor shall furnish to Secured Party certificates or other satisfactory evidence of compliance with the foregoing insurance provisions. The Debtor hereby irrevocably appoints Secured Party as its attorney-in-fact, coupled with an interest, to make proofs of loss and claims for insurance, and to receive payments of the insurance and execute all documents, checks and drafts in connection with payment of the insurance. Any Proceeds received by Secured Party shall be applied to the Obligations in such order and manner as Secured Party shall determine in its sole discretion, or shall be remitted to the Debtor, in either event at Secured Party’s sole discretion.

C. Tax and Other Liens. Comply with all statutes and government regulations and pay all taxes (including withholdings), assessments, governmental charges or levies, or claims for labor, supplies, rent and other obligations made against it or its property which, if unpaid, might become a lien or charge against the Debtor or its properties. D. Place of Business. Maintain its executive offices at the address set forth in the first paragraph of this Agreement.

E. Inspections. Upon reasonable notice and during normal business hours, allow Secured Party by or through any of their officers, and/or accountants designated by Secured Party, to enter the offices and plants of the Debtor to examine or inspect any of the properties, books and records or extracts therefrom relating to Debtor’s financial or business conditions, to make copies of such books and records or extracts therefrom, and to discuss the affairs, finances and accounts thereof with the Debtor all at such reasonable times and as often as Secured Party or any such representative of Secured Party may reasonably request.

F. Litigation. Promptly advise Secured Party of the commencement or threat of litigation, including arbitration proceedings and any proceedings before any governmental agency which is instituted against the Debtor.

G. Maintenance of Existence. Maintain its existence as a [for-profit corporation/limited liability company] and comply with all valid and applicable statutes, rules and regulations, and maintain its properties in good repair, working order and operating condition. The Debtor shall immediately notify Secured Party of any event causing material loss in the value of its assets.

H. Collateral Duties. Do whatever Secured Party may request from time to time by way of obtaining, executing, delivering and filing financing statements, assignments, landlord’s or mortgagee’s waivers, and other notices and amendments and renewals thereof, and take any and all steps and observe such formalities as Secured Party may request in order to create and maintain a valid and enforceable lien upon, pledge of, and priority security interest in, any and all of the Collateral. Debtor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any Uniform Commercial Code jurisdiction, without Debtor’s signature, any initial financing statements and amendments thereto that (i) indicate the Collateral (a) as all assets of the Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the State or such jurisdiction, or (b) as being of an equal or lesser scope or with greater detail, and (ii) contain any other information required by part 5 of Article 9 of the Uniform Commercial Code of the State for the sufficiency or filing office acceptance of any financing statement or amendment, including (a) whether the Debtor is an organization, the type of organization and any organization identification number issued to the Debtor and, (b) in the case of a financing statement filed as a fixture filing or indicating Collateral as extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. The Debtor agrees to furnish any such information to the

244

Secured Party promptly upon request. All charges, expenses and fees Secured Party may incur in filing any of the foregoing, together with reasonable costs and expenses of any lien search required by Secured Party, and any taxes relating thereto, shall be charged to the Debtor and added to the Obligations.

I. Notice of Default. Provide to Secured Party, within one business day after becoming aware of the occurrence or existence of an Event of Default or a condition which would constitute an Event of Default but for the giving of notice or passage of time on both, notice in writing of such Event of Default or condition.

5. Negative Covenants of the Debtor. The Debtor covenants and agrees that, from the date hereof

until full and final payment and performance of all Obligations, the Debtor shall not without the prior written consent of Secured Party:

A. Encumbrances. Incur or permit to exist any lien, mortgage, charge or other encumbrance against any of the Collateral (except as allowed in Section 3(M) above), whether now owned or hereafter acquired.

B. Consolidation or Merger. Merge into or consolidate with or into any entity or in any way change its existence from a [for-profit corporation/limited liability company].

C. Sale and Lease of Assets. Sell, lease or otherwise dispose of any of its assets, except for sales of inventory in the ordinary course of business.

D. Name Changes. Change its name or conduct its business under any trade name or style other than as set forth in this Agreement.

E. Maintenance of Collateral. Permit to incur or suffer any loss, theft, substantial damage or destruction of any of the Collateral which is not immediately replaced with Collateral of equal or greater value, or which is not fully covered by insurance, the proceeds of which shall have been endorsed over to Secured Party in accordance with Section 4(B) hereof.

6. Securities and Deposits. The Secured Party may, at any time following an Event of Default (as

hereinafter defined), at its option, transfer to itself or any nominee any securities constituting Collateral, receive any income thereon and hold such income as additional Collateral or apply it to the Obligations. Whether or not any Obligations are due, the Secured Party may, following an Event of Default, demand, sue for, collect, or make any settlement or compromise which it deems desirable with respect to the Collateral. Regardless of the adequacy of Collateral or any other security for the Obligations, any deposits or other sums at any time credited by or due from the Secured Party to the Debtor may at any time be applied to or set off against any of the Obligations then due and owing.

7. Notification to Account Debtors and Other Persons Obligated on Collateral. If an Event of Default shall have occurred, Debtor shall, at the request of the Secured Party:

A. Notify account Debtors and other persons obligated on any of the Collateral of the security interest of the Secured Party in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Secured Party or to any financial institution designated by the Secured Party as the Secured Party’s agent therefor;

B. Assign or endorse the accounts to Secured Party, and notify account Debtors that the accounts have been assigned and should be paid directly to Secured Party;

C. Turn over to Secured Party all inventory returned in connection with any of the accounts;

D. Mark or stamp each of its individual ledger sheets or cards pertaining to its accounts with the legend "Assigned to National Consumer Cooperative Bank, d/b/a NCB [NCB, FSB]", or to the then

245

holder of the Note as applicable, and stamp or otherwise mark and keep its books, records, documents and instruments relating to the accounts in such manner as Secured Party may require; and

E. Mark or stamp all invoices with a legend satisfactory to Secured Party so as to indicate that the same should be paid directly to Secured Party.

Secured Party may itself, if an Event of Default shall have occurred, without notice to or demand upon the Debtor, so notify account Debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Debtor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Debtor as trustee for the Secured Party without commingling the same with other funds of the Debtor and shall turn the same over to the Secured Party in the identical form received, together with any necessary endorsements or assignments. The Secured Party shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Secured Party to the Obligations, such proceeds to be immediately entered after final payment in cash or other immediately available funds of the items giving rise to them.

8. Power of Attorney.

A. Appointment and Powers of Secured Party. Debtor hereby irrevocably constitutes and appoints the Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Debtor or in the Secured Party’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorney the power and right, on behalf of the Debtor, without notice to or assent by the Debtor, to do the following:

(i) Upon the occurrence of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do so at the Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Debtor might do, including without limitation, (a) the filing and prosecuting of registration and transfer applications with the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (b) upon written notice to the Debtor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities, and (c) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and

(ii) To the extent that the Debtor’s authorization given is not sufficient, to file such financing statements with respect hereto, with or without the Debtor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in the Debtor’s name such financing statements and amendments thereto and continuation statements which may require the Debtor’s signature.

B. Ratification by Debtor. To the extent permitted by law, Debtor hereby ratifies all that said attorneys shall lawfully do or cause to be done in accordance herewith. This power of attorney is a power coupled with an interest and shall be irrevocable.

9. No Duty on Secured Party. The powers conferred on the Secured Party hereunder are solely to

protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Secured

246

Party shall be accountable only for the amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its officers, directors, employees or agents shall be responsible to the Debtor for any act or failure to act, except for the Secured Party's own gross negligence or willful misconduct.

10. Rights of Secured Party. Upon the occurrence of any Event of Default, Secured Party shall have the right to declare the Obligations to be immediately due and payable and shall then have the rights and remedies of a secured party under the Uniform Commercial Code or under any other applicable law, including, without limitation, the right to take possession of the Collateral and, in addition thereto, the right to enter upon any premises on which the Collateral or any part thereof may be situated and remove the same therefrom and the right to occupy the Debtor’s premises for the purposes of liquidating Collateral, including without limitation, conducting an auction thereon. Secured Party may require the Debtor to make the Collateral (to the extent the same is moveable) available to Secured Party at a place to be designated by Secured Party. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will give the Debtor at least ten (10) days’ prior written notice at the address of the Debtor set forth above (or at such other address or addresses as the Debtor shall specify in writing to Secured Party) of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. Any such notice shall be deemed to meet any requirement hereunder or under any applicable law (including the Uniform Commercial Code) that reasonable notification be given of the time and place of such sale or other disposition. After deducting all costs and expenses of collection, storage, custody, sale or other disposition and delivery (including reasonable attorneys’ fees) and all other reasonable charges against the Collateral, the residue of the Proceeds of any such sale or disposition shall be applied to the payment of the Obligation in such order of priority as Secured Party shall determine and any surplus shall be returned to the Debtor or to any person or party lawfully entitled thereto. In the event the proceeds of any sale, lease or other disposition of the Collateral hereunder, including without limitation, the proceeds from the collection of accounts, are insufficient to pay all of the Obligations in full, the Debtor will be liable for the deficiency, together with interest thereon, at the maximum rate allowable by law, and the costs and expenses of collection of such deficiency, including (to the extent permitted by law) without limitation, attorneys’ fees, expenses and disbursements.

11. Right of Secured Party to Use and Operate Collateral. Etc. Upon the occurrence of any Event of Default, Secured Party shall have the right and power to take possession of all or any part of the Collateral, and to exclude the Debtor and all persons claiming under the Debtor wholly or partly therefrom, and thereafter to hold, store, and/or use, operate, manage and control the same. Upon any such taking of possession, Secured Party may, from time to time, at the expense of the Debtor, make all such repairs, replacements, alterations, additions and improvements to the Collateral as Secured Party may deem proper. In any such case Secured Party shall have the right to manage and control the Collateral and to carry on the business and to exercise all rights and powers of the Debtor in respect thereto as Secured Party shall reasonably deem best, including the right to enter into any and all such agreements with respect to the operation of the Collateral or any part thereof as Secured Party may see fit; and Secured Party shall be entitled to collect and receive all issues, profits, fees, revenues and other income of the same and every part thereof. Such issues, profits, fees, revenues and other income shall be applied to pay the expenses of holding and operating the Collateral and of conducting the business thereof, and of all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which Secured Party may be required or may elect to make, if any, for taxes, assessments, insurance and other charges upon the Collateral or any part thereof, and all other payments which Secured Party may be required or authorized to make under any provision of this Agreement (including legal costs and attorneys’ fees). The remainder of such issues, profits, fees, revenues and other income shall be applied to the payment of the Obligation. Without limiting the generality of the foregoing, Secured Party shall have the right to apply for and have a receiver appointed by a court of competent jurisdiction in any action taken by Secured Party to enforce its rights and remedies hereunder in order to manage, protect and preserve the Collateral and continue the operation of the business of the Debtor and to collect all revenues and profits thereof and apply the same to the payment of all expenses and other charges of such receivership including the compensation of the receiver and to the payment of the Obligation as aforesaid until a sale or other disposition of such Collateral shall be finally made and consummated.

12. Events of Default. The Debtor shall be in default under this Agreement upon the happening of any of the following events or conditions (herein individually called an "Event of Default" and collectively called "Events of Default");

247

A. Payment Default. Debtor fails to make any payment when due under the Loan or under

any Loan Document, subject to any applicable grace and cure period. B. Other Defaults. Debtor fails to comply with or to perform any other term, obligation,

covenant or condition contained in this Agreement or in any of the Related Documents, or to comply with or to perform any term, obligation, covenant or condition contained in any other existing or future agreement between Secured Party and Debtor, if such failure constitutes an event of default as defined in any such other agreement, and beyond any applicable grace and cure period as may be set forth in such other agreement.

C. False Statements. Any warranty, representation or statement made or furnished to

Secured Party by Debtor or on Debtor’s behalf under this Security Agreement or the Loan Documents was false or misleading in any material respect at the time made or furnished.

D. Insolvency. If Debtor (i) makes a general assignment for the benefit of creditors, (ii) fails

to pay its debts generally as such debts become due, (iii) is found to be insolvent by a court of competent jurisdiction, (iv) voluntarily files a petition in voluntary bankruptcy or a petition or answer seeking a readjustment of debts under any federal bankruptcy law, or (v) has any such petition filed against any Debtor which is not vacated or dismissed within sixty (60) days after the filing thereof.

E. Defective Collateralization. This Agreement or any of the Related Documents ceases to

be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason.

F. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture

proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Debtor or by any governmental agency against any collateral securing the Loan. This includes a garnishment of any of Debtor’s accounts, including deposit accounts, with Secured Party. However, this Event of Default shall not apply if there is a good faith dispute by Debtor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Debtor gives Secured Party written notice of the creditor or forfeiture proceeding and deposits with Debtor monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Debtor, in its sole discretion, as being an adequate reserve or bond for the dispute.

G. Failure to Account. Debtor's failure duly to account, to Secured Party's satisfaction, at

such time or times as Secured Party may require, for any of the Collateral, or proceeds thereof, coming into the control of the Debtor.

H. Litigation. The institution of any suit affecting the Debtor deemed by Secured Party to

affect adversely its interest hereunder in the Collateral or otherwise. I. Insecurity. Lender in good faith believes the prospect of payment of the Note is

substantially impaired due to acts or events bearing upon the financial condition or results of operations of Debtor, on a consolidated basis if applicable.

J. Material Adverse Change. Debtor shall incur or permit to exist a material adverse change

in its financial condition or results of operations, on a consolidated basis if applicable.

13. Waivers. Etc. Debtor hereby waives presentment, demand, notice, protest and all other demands and notices in connection with this Agreement or the enforcement of Secured Party's rights hereunder or in connection with any Obligation or any Collateral; consents to and waives notice of: (a) the granting of renewals, extensions of time for payment or other indulgences to the Debtor or to any account Debtor in respect of any account receivable of the Debtor; (b) substitution, release or surrender of any Collateral; (c) the addition or release of persons primarily or secondarily liable on the Obligation or on any account receivable or other Collateral; and (d)

248

the acceptance of partial payments on the Obligation or on any account receivable or other Collateral and/or the settlement or compromise thereof. No delay or omission on the part of Secured Party in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any such future occasion.

14. Termination; Assignment, Etc. This Agreement and the security interest in the Collateral created hereby shall terminate when the Obligation has been paid and finally discharged in full. No waiver by Secured Party or by any other holder of the Obligation of any default shall be effective unless in writing signed by Secured Party nor shall any waiver granted on any one occasion operate as a waiver of any other default or of the same default on a future occasion. In the event of a sale or assignment by Secured Party of all or any of the Obligation held by Secured Party, Secured Party may assign or transfer its respective rights and interests under this Agreement in whole or in part to the purchaser or purchasers of such Obligation, whereupon such purchaser or purchasers shall become vested with all of the powers and rights hereunder, and Secured Party shall thereafter be forever released and fully discharged from any liability or responsibility hereunder with respect to the rights and interests so assigned except that Secured Party shall be liable for damages suffered by the Debtor as a result of actions taken by Secured Party in bad faith or with willful misconduct.

15. Notices. Except as otherwise provided herein, notice to the Debtor or to Secured Party shall be deemed to have been sufficiently given or served for all purposes hereof if mailed by certified or registered mail, return receipt requested, as stated in the first paragraph of this Agreement.

16. Jury Waiver. DEBTOR HEREBY WAIVES TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING IN CONNECTION WITH OR IN ANY WAY RELATED TO THE FINANCING TRANSACTIONS OF WHICH THIS AGREEMENT IS A PART AND/OR THE ENFORCEMENT OF ANY OF SECURED PARTY'S RIGHTS AND REMEDIES, INCLUDING WITHOUT LIMITATION, TORT CLAIMS. THE DEBTOR ACKNOWLEDGES THAT DEBTOR MAKES THIS WAIVER VOLUNTARILY, INTELLIGENTLY, KNOWINGLY, WITHOUT DURESS AND ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS THEREOF.

17. Miscellaneous. This Agreement shall inure to the benefit of and be binding upon Secured Party and the Debtor and their respective successors and assigns. In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. This Agreement may be executed in any number of counterparts and hereto on separate counterparts, each original, but all of which together shall constitute one instrument.

18. Governing Law. With respect to procedural matters related to the perfection and enforcement of Lender's rights against the Collateral, this Agreement will be governed by federal law applicable to Lender and to the extent not preempted by federal law, the laws of the State of . In all other respects, this Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Virginia without regard to conflict of law provisions. However, if there ever is a question about whether any provision of this Agreement is valid or enforceable, the provision that is questioned will be governed by whichever state or federal law would find the provision to be valid and enforceable. The loan transaction that is evidenced by the Note and this Agreement has been applied for, considered, approved and made, and all necessary loan documents have been accepted by Lender in the Commonwealth of Virginia.

--REMAINDER OF PAGE LEFT INTENTIONALLY BLANK--

SIGNATURE PAGE TO FOLLOW

249

WHEREFORE, this Security Agreement has been executed by Debtor as of the day and year first above written. DEBTOR: By: _________________________ Name: Its:

250

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 by HOLDER in escrow pending performance by the UNDERSIGNED under this Note. [In addition, at

251

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 disclose those terms of the Note as may be necessary to their accountants or attorneys who also agree to keep such information confidential.

1 Bracketed language applicable to unsecured notes only. 2 Bracketed language applicable to secured notes only.

252

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

253

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.

254

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.

255

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 AGREEMENT

1. MASTER LEASE: This Master Equipment Lease Agreement (the “Agreement”) sets forth the basic terms and conditions upon which Lessor shall lease to Lessee 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 this Agreement. 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 Date and shall replace any schedules previously provided with the indicative pricing; provided, however that Lessor shall have up to ten (10) days following the applicable Commencement 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 first Lease 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. In addition, 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 Lease Payments. 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. Without contravening 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 of maturity, 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 place designated 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.


BY: Please Print & Sign Name Title DATE:

256

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

257

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

258

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

259

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”)

260

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.

261

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)

262

LEASING SCHEDULE #: FML1

LESSOR: Bank Capital Services LLC dba

F.N.B. Equipment Finance, a subsidiary of First National Bank of Pennsylvania


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

263

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.

264

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.

265

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

266

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.


BY: Print Name & Sign Title DATE:

267

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.

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.

269

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)] (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

270

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.

271

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;

272

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

273

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

274

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

275

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.

276

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.

277

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.


278

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

279

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

280

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]

281

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 shall constitute one and the same instrument. A facsimile signature may be used for any purpose in lieu of an original signature.

282

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

283

PC

LEASE OPTION AGREEMENT

This Lease Option Agreement (“Agreement”) is made this ____ day of ________________, 201__, 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 fordevelopment 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) betweenFranchisor 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.

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,

284

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 injunctive relief including, without limitation, specific performance for actual or threatened violation or non-

285

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: ________________________________

286

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 Premises agrees (i) to furnish Tenant with any notices of default under the mortgage or deed of trust, (ii) not to

287

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. 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:

288

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 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

289

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 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.

290

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 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

291

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 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

292

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 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

293

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.

294

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: ________________________________

295

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

________

________

296

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

________

________

297

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”) defaultsunder the Sublease dated _______________ (“Sublease”) for the Premises by and betweenSubtenant 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 theLease (if a Tenant default) or the Sublease (if a Subtenant default or a termination of the franchiseagreement) pursuant to the terms of this Option which supplements and forms a part of the Leaseand the Sublease.

2. Landlord agrees to give Franchisor written notice specifying all default(s) of Tenant underthe Lease and Tenant agrees to give Franchisor written notice specifying all default(s) ofSubtenant under the Sublease. Franchisor agrees to give written notice to Landlord and Tenant ifFranchisor terminates Subtenant’s franchise agreement and, in such notice, will request thatTenant provide Franchisor with a copy of the Sublease and specify any of Subtenant’s defaultsthereunder. 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 hasdefaulted under the Lease and failed to cure such default(s) as required or permitted by the termsof the Lease; (ii) receipt of notice from Tenant that Subtenant has defaulted under the Subleaseand 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 agreementcovering the Premises, notify Landlord or Tenant of Franchisor’s decision to assume the Lease orSublease, as the case may be. If Franchisor exercises its right to assume the Lease or theSublease, immediately upon Franchisor’s receipt of possession of the Premises, Franchisor willcure all of Tenant’s monetary defaults under the Lease or the Sublease, as the case may be, begincuring 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 rightsand obligations under the Lease or the Sublease, as the case may be, subject to: (i) Franchisor’sright, without obtaining Landlord’s or Tenant’s consent, to sublet the Premises or assign the Leaseor Sublease, as the case may be, to an approved franchisee of Franchisor provided Franchisorremains liable for the payment of rent and the performance of Tenant’s or Subtenant’s dutiesthereunder; (ii) Franchisor not being subject to any provision of the Lease or Sublease thatrequires Tenant or Subtenant to continuously operate a business in the Premises during anyperiod that the Premises is closed for remodeling or while Franchisor is seeking to obtain and traina new franchisee, provided however, that such period of closure will not exceed 90 days in eachinstance, and provided further that Franchisor continues to pay rent during the period of suchclosure pursuant to the terms of the Lease or Sublease, as the case may be; and (iii) Franchisor’sright, if it subleases the Premises to a franchisee as provided above, to retain all considerationpayable 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 298

discretion, to assume the Lease if the monetary or nonmonetary obligations contained in the 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

299

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 2020 Exhibit F-1

300

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

301

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

302

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.

303

(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.

2.8. Limitation on Liens, Intellectual Property; Security Interests. We will not permit Seller or any financing institution 304

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

305

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.

E. As part of the approval process, each individual, shareholder, member and partner of Buyer must 306

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

307

http://franchisinginformation.dunkinbrands.com/

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)

308

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.

309

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.

310

[SIGNATURES ON THE FOLLOWING PAGE]

311

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):


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:



Dated: Individually Dated:

312

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):


Print Name/Title:

Print Name/Title:

Dated: Dated:

( Insert entity name): (Insert entity name):


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:


Dated: Individually

Dated:



Dated: Individually

Dated:

313

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]

314

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


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.




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)]



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)]




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 [email protected].

315

mailto:[email protected]

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)]


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)]




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 [email protected].




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.


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]

316

mailto:[email protected]

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




Stakeholder Name

Email Address

# Shares (Corp) or

% of Interest (LLC)

Title(s)

Seller’s Original Purchase Price: Purchased Developed

317

3. PC NUMBER RESTAURANT CITY and STATE

CHECK BRAND(S) FOR EACH RESTAURANT

DD BR




Stakeholder Name

Email Address

# Shares (Corp) or


Seller’s Original Purchase Price:

Purchased Developed

4. PC NUMBER RESTAURANT CITY and STATE

CHECK BRAND(S) FOR EACH RESTAURANT

DD BR




Stakeholder Name

Email Address

# Shares (Corp) or


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:



Current Term Expiration Date Renewal Options

If Third Party:

Landlord Name:

Landlord Address:

Landlord Phone:

318




If Third Party:

Landlord Name:

Landlord Address:

Landlord Phone:




If Third Party:

Landlord Name:

Landlord Address:

Landlord Phone:

319

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

320

2. PC NUMBER FRANCHISE ENTITY NAME Federal Tax ID #



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 #



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 #



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

321

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))

322

Transfer Agreement – Assets 03-2020 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

323

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

324

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

325

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

326

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).

327

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: _________________________________________________________________

328

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

329

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

330

(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


________________________________________________ , Individually

BUYER

ATTEST: <Buyer’s Party Name>] _________________________________________ , Secretary

By:_____________________________________________ <> Manager , President or Individual


OR ________________________________________________ , Individually

331

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

332

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

333

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


_______________________________________________ , Individually


_______________________________________________ , Individually


_______________________________________________ , Individually

334

Exhibit 1.2


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.



FRANCHISEE:

Witness/Attest: ____________________________________ ___________________________________ By:____________________________________ __________________________ __________ _______________________________________

Witness , individually Print Name: _____ __________________________________ _______________________________________

Witness , individually Print Name: _____ ___________________________________ _______________________________________

Witness , individually Print Name: _____

335

Transfer Agreement - Stock 3-2020 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

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

336

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

337

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

338

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;

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

339

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.

340

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: PC# Type of Offer Date of Offer

341

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

342

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.

343

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:______________________________

344

(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

345

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.

346

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>


_______________________________________________ , Individually


_______________________________________________ , Individually


_______________________________________________ , Individually

_________________________________________ Witness

Print Name: _____________________________

_______________________________________________ , Individually

Exhibit 1.1

347


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.



FRANCHISEE:





348

03-2020

[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 “DUNKIN’ BRANDS”) or directly from a third party (“Seller”) under purchase rights controlled by DUNKIN’ BRANDS:

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 initialinvestment in the building, site and additional development, equipment, fixtures and signs for the Restaurantshall be financed, and that you have an affirmative obligation to advise us if the financing you obtain and selectis not consistent with this requirement.

2A. Rights to Be Purchased

DUNKIN’ BRANDS 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 DUNKIN’ BRANDS 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 DUNKIN’ BRANDS 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.

349

You acknowledge that neither DUNKIN’ BRANDS 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 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 DUNKIN’

BRANDS’ 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 DUNKIN’ BRANDS’ current standards, at your sole

expense, on or before the following dates: PC # Required Remodel Date

Please also see the sample DUNKIN’ BRANDS 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 DUNKIN’ BRANDS 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.

350

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.

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 DUNKIN’ BRANDS will lease or sublease to the buyer] At closing, you shall enter into DUNKIN’ BRANDS’ (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 DUNKIN’ BRANDS pursuant to each such lease are set forth below. In the event DUNKIN’ BRANDS is a tenant under a prime lease or property owner of one or more of the premises below, then DUNKIN’ BRANDS 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 DUNKIN’ BRANDS under the prime lease between DUNKIN’ BRANDS and the landlord for each such Restaurant, including security deposits if required under the prime lease or by DUNKIN’ BRANDS and all of DUNKIN’ BRANDS’ 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


Gross Sales

vs vs vs

351

vs vs

PC #

Expiration Date

From

To

Monthly Base

Rent

vs


Gross Sales

vs vs vs vs vs

PC #

Expiration Date

From

To

Monthly Base

Rent

vs


Gross Sales

vs vs vs vs vs

PC #

Expiration Date

From

To

Monthly Base

Rent

vs


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 DUNKIN’ BRANDS 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

352

DUNKIN’ BRANDS 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 DUNKIN’ BRANDS will not lease or

sublease to the buyer] DUNKIN’ BRANDS is not a party to the following leases:

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. DUNKIN’ BRANDS 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 DUNKIN’ BRANDS’ 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

353

Your obligation to purchase the Restaurant(s) is contingent upon your approval of the terms and conditions of this Agreement, DUNKIN’ BRANDS’ standard form documentation, DUNKIN’ BRANDS’ 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, DUNKIN’ BRANDS 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 DUNKIN’ BRANDS’ 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 DUNKIN’ BRANDS Finance Department does not review and approve this deal, or if DUNKIN’ BRANDS does not approve you to purchase the Restaurant(s). You agree, however, that that DUNKIN’ BRANDS will retain your deposit as liquidated damages in all other cases, including without limitation if your failure to receive 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 DUNKIN’ BRANDS within five (5) calendar days of the Execution Date, with a certified check in the deposit amount referenced above, then DUNKIN’ BRANDS’ 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 DUNKIN’ BRANDS within five (5) calendar days of the Execution Date, with a certified check in the deposit amount referenced above, then DUNKIN’ BRANDS’ 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 DUNKIN’ BRANDS’ Finance Department and, if not already completed, our approval of you as a DUNKIN' BRANDS’ franchisee based on our then current standards and qualification requirements. The sale will be completed in accordance with DUNKIN’ BRANDS' usual and customary documentation and procedural requirements.

354

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 DUNKIN’ BRANDS 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: ___________________________ Director of Business Development cc: Market Counsel Accepted and Agreed: [all individuals or shareholders must sign] ____________________________________________ ____________________ Print Name: _______________________, individually Date ____________________________________________ ____________________ Print Name: ______________________, individually Date

355

Participant PC# (if known): Store 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 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’ Donuts 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

356

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.

PARTICIPANT:

By: _______________________________

Print Name:

Address: ______________________________

357

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)

358

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.

359

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

360

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)

361

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

362

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.

363

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



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

364

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.

365

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]

366

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.

367

EXHIBIT E

(Prime Lease)

368

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

369

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.

370

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: All payments must be made in certified check, wire transfer or attorney/title escrow accounts.

371

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, including your non-compliance with any other agreement with us or you are no longer approved for expansion

372

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 conveyed is so high, or the terms of sale so onerous, that it is likely the transferee would be unable to properly

373

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: _______________________ _____________________________ _____________________________________

374

Print Name: ____________________, Individually Date: ________________________

_____________________________ _______________________________ Print Name: ____________________, Individually Date: _________________________

TRANSFEROR: BASKIN-ROBBINS FRANCHISING LLC

DUNKIN' DONUTS FRANCHISING LLC

___________________________________________ By: _____________________________________

Its: Director of Business Development

375

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.

376

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




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.

377

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.

378

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.

379

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.

380

EXHIBIT E

(Prime Lease)

381

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 , The Franchise Agreement and Sublease are hereby terminated effective ,

382

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:

383

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:________________________________________

384

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.”

385

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

386

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. You will be responsible for establishing an account with the DCP and purchasing the initial and ongoing inventory of product and supplies.

387

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:

388

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

389

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 [email protected]. 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.

390

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.

391

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

392

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 [email protected] 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

393

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.

394

9Copyright 2018 – Dunkin’ Brands, Inc. and SVC Service II Inc. All rights reserved. Last Updated: January 2019 Web Enroll

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.

395

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

396

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 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

397

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

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

398

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 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)

399

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.

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.

400

03-2020 Exhibit O

DUNKIN DONUTS FRANCHISING LLC

SDO Development Agreement

THE PARTIES Dunkin’ Donuts Franchising LLC, a Delaware corporation doing business at 130 Royall Street, Canton, Massachusetts 02021 (hereinafter referred to as “we”, “our” “us” or “Dunkin’). The undersigned is an existing franchisee of Dunkin’ (individually or collectively hereinafter referred to as “you,” “your” or “Franchisee”).

BACKGROUND

Dunkin’ develops, operates and franchises quick service restaurants (“Restaurants”) using the Dunkin’ brand and system to sell its products. On _________________, we (or our predecessor) and __________________ (“Host”) entered into a master development agreement (“MDA”) setting forth the terms and conditions under which Dunkin’ restaurants will be developed in certain Host Store location(s).

We are offering you the right to develop and [DELETE THE WORDS “DEVELOP AND” IF THIS IS A CORPORATELY DEVELOPED DEAL] operate a Restaurant at the Host location set forth in Exhibit “A” to this Agreement. Please note that the development of this Restaurant is subject to the final approval of Host.

TERMS AND CONDITIONS 1. Principle Agreements: In addition to the terms set forth in this Agreement, the following principal agreements set forth the terms and conditions for developing and operating a Restaurant within a Host Store location;

(1) The MDA, a copy of which is attached to and incorporated into this Agreement as Exhibit “B”;

(2) The then current form of Dunkin’ Franchise Agreement, which will incorporate the

applicable provisions of this Agreement and the MDA. The Franchise Agreement is an exhibit to the Franchise Disclosure Document (“FDD”).

(3) [DELETE IF NOT A CORPORATE DEVELOPED PROPERTY] The then current form of

Dunkin’ Sublease, which will incorporate the applicable provisions of this Agreement and the MDA. The Sublease is an exhibit to the FDD.

401

You also will have to execute Dunkin’ standard ancillary documents and provide all required

information for new Restaurant development.

2. Franchise; Sublease Term and Rent:

The term of the Franchise Agreement (and, if applicable, Sublease) for each Restaurant will expire on the last day of the ______________________ (____) month from the date the Restaurant first opens to serve the public. As part of this Agreement, you agree to purchase ___ (____) years of Dunkin’ franchise term for each Restaurant location to be developed.

[INSERT ANY DEAL SPECIFIC SUBLEASE TERMS AND CONDITIONS]

3. Initial Franchise Fees and Marketing Start-Up Fee:

(a) The Initial Franchise Fee (“IFF”) for ____ (___) years of Dunkin’ franchise term for each Restaurant is fifty percent (50%) of the standard IFF, prorated for a ____-year term, for the Designated Market Area (“DMA”) in which the Restaurant is located. The actual dollar amount is set forth in Exhibit “C” of this Agreement. The IFF for each Restaurant is due and payable at the same time you return this Agreement to us.

(b) 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 Exhibit C of this Agreement.

4. Continuing and Other Fees:

For each Restaurant, the Continuing Franchise Fee (“CFF”) is five-point-nine percent (5.9%) of Gross Sales at the Restaurant.

The Continuing Advertising Fee (“CAF”) for each Restaurant is five-point-zero percent (5.0%) of

Gross Sales at the Restaurant, plus any greater percentage agreed upon by two-thirds of the Dunkin’ restaurants in the market. You acknowledge and agree that you will be responsible for any and all costs and expenses that we or you are required, pursuant to the MDA, to pay to Host in conjunction with the development and operation of the Restaurant. This includes any payments required by Host for failing to open the Restaurant by the required date. Please see the MDA for details. 5. Standards and Costs for Development [DELETE IF NOT A CORPORATE DEVELOPED PROPERTY]

402

The Restaurant will be developed in the existing or newly defined Host food service area in accordance with our standards and specifications for a Restaurant in a Host location, including without limitation signs, fixtures, equipment and point of sale system. All construction and installation work will be performed by one or more vendors designated by us, as more specifically set forth in the MDA. In addition to the other costs, you will pay us the amount set forth in Exhibit C for the estimated total cost of development of the Restaurant (“Estimated Cost”). The Estimated Cost is based upon our projected costs relating to the development of the Restaurant including, without limitation, costs for design, construction, equipment, POS, and signage. The Estimated Cost shall be paid to us upon completion of construction. If the actual total cost of development (“Actual Cost”) is less than the Estimated Cost, then we will refund to you the difference, dollar for dollar, between the Estimated Cost and the Actual Cost, within fourteen (14) days from the reconciliation of construction costs (which will be completed within 60 – 90 days after completion of construction). If the Actual Cost exceeds the Estimated Cost, then you shall pay to us within fourteen (14) days from the reconciliation of construction costs, dollar for dollar any difference between the Estimated Cost and the Actual Cost.

In addition to the IFF, which is due and payable at the same time you return this Agreement to

us, you shall also pay us ten percent (10%) of the Estimated Cost for each Restaurant as set forth on Exhibit C, which payment is due and payable at the same time you return this Agreement to us.

6. Execution of our Franchise Agreement and Sublease for each Restaurant

Upon your timely execution and delivery of this Agreement, and upon our acceptance of the

Host’s offer (and provided you are not in default of any agreement with us) and, further, upon Host’s approval of the development of the Restaurant contemplated hereby, we and you will promptly execute a new Dunkin’ Franchise Agreement and, if applicable, Sublease. These agreements will be the same form as in the FDD which you have received, except that they will incorporate the terms of this Agreement and the applicable terms of the MDA, they will contain an expanded insurance provision consistent with Host’s requirements as set forth in the MDA, and they will provide for your indemnification of Dunkin’ covering your occupancy and operations under this program with Host. 7. Deadline and Process for Accepting this Agreement

(a) In order to properly accept this Agreement, you must fully execute two (2) originals of the Agreement and return them to us. The deadline to accept this Agreement is thirty (30) days from your receipt of this Agreement. However, in order to properly accept this Agreement, you may not sign this Agreement or deliver any payments to Dunkin’ prior to the expiration of (a) seven (7) calendar days (or such longer period as is required by state law) after the date you receive this Agreement, and (b) fourteen (14) calendar days (or such longer period as is required by state law) after the date you received the current FDD.

PLEASE NOTE: If you are establishing a new corporation, limited liability company or general

partnership (“the Contracting Entity”) for this opportunity but do not, as of the date you sign this Agreement, have final approval from the applicable state to establish the Contracting Entity, then the only way that you can accept this Agreement by the deadline is for each stakeholder to sign it individually.

403

(b) The signed Agreement must be delivered to us: c/o Dunkin’ Brands Inc., as Manager, 130 Royall Street, Canton, MA 02021 Attention: Contract Administrator - SDOS.

8. Failure to Perform. In reliance upon your promises contained in this Agreement and as an inducement to us to make substantial financial commitments to develop the Restaurant(s) and offer it/them to you, you agree that any failure by you to close on this transaction, as required by this Agreement, will be a default under this Agreement. You acknowledge and agree that our 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 or repudiate this Agreement for any reason, such failure or repudiation may, in our sole and absolute discretion, be deemed a non-cureable default by you under this Agreement, and, in furtherance thereof, you expressly agree (i) to execute our standard form termination agreement(s) terminating this Agreement; (ii) to compensate us in an amount equal to our out-of-pocket investment in the Restaurant(s), and/or liability to third parties in connection with the Restaurant(s), and (iii) that you forfeit any and all deposits paid to us under this Agreement. 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 of your failure to so perform. In that event, we may proceed to develop the Restaurant(s) and offer it/them to another franchisee without objection by you as to territory or encroachment, if any, on any other restaurants owned by you. 9. General Provisions A. This Agreement and the documents referred to in this Agreement are the entire, full and complete offer. You agree that no other representations have induced you to execute this Agreement. There are no representations, inducements, promises or agreements, oral or otherwise, not embodied in this Agreement, which have any force or effect with reference to any existing contract or otherwise. Without limitation, we make no representation or warranty as to the sales or profits, if any, which may result from your acceptance of this Agreement. B. This Agreement is deemed to have been made in, and all contracts will be interpreted, construed and governed by, the laws of the Commonwealth of Massachusetts. You acknowledge that all contracts are to be performed in part through services rendered to you in Massachusetts. C. We encourage you to seek independent legal and financial input before you make a decision whether to accept this Agreement. Other than the costs you incur to perform your due diligence, you should not take any other action that will cause you to incur costs relating to this Agreement until such time as we have counter-signed this Agreement and until we both have signed the Franchise Agreement and Sublease. We are not responsible for any such actions you take, or for your costs, expenses or losses. D. You acknowledge that you have carefully read in their entirety this Agreement and the agreements and documents attached to it and referenced in it. You acknowledge that in reliance upon your acceptance of this Agreement, we may take certain binding actions and incur certain costs related to the commitment to and development of the Restaurant. This Agreement is not binding

404

upon us until it is counter-signed by our authorized representatives and returned to you and until the development is approved by Host. E. You may not accept this Agreement if you have any overdue amounts owed to us, if you are not qualified to expand or if you are in default under any of your agreements with us. F. We both agree to take such other actions and execute such other document as may be necessary or desirable to implement this Agreement. G. TIME IS OF THE ESSENCE WITH REGARD TO YOUR OBLIGATIONS UNDER THIS AGREEMENT. IN WITNESS WHEREOF, THE PARTIES HERETO HAVE HEREUNDER SET THEIR HANDS AND SEALS THE DATE AND YEAR WRITTEN BELOW. Dated this _____ day of _______________, 20___.


By:________________________________________

Assistant Secretary Dated this ____ day of ________________, 20___.

ATTEST/WITNESS: [FRANCHISEE] Name of Entity: ______________________________ _________________________________ By:________________________________________ _________________________________ ________________________________________ , individually _________________________________ ________________________________________ , individually

405

P E R S O N A L G U A R A N T E E THE UNDERSIGNED, waiving demand and notice hereby, jointly and severally, unconditionally guarantee the performance of all duties and obligations of Franchisee under this Agreement and personally agree that this Agreement shall be binding on us personally. ______________________________ _________________________________ witness , individually ______________________________ _________________________________ witness , individually ______________________________ _________________________________ witness , individually

______________________________ _________________________________ witness , individually

______________________________ _________________________________ witness , individually

(The next page is the Certification page)

406




Dated this _______ day of _______________, 20__.

FRANCHISEE

Witness/Attest: Name of Entity: _________________________ ______________________________ By: ___________________________________ Title: _________________________ Title: _________________________________ _____________________________ ______________________________________ witness , individually _____________________________ ______________________________________ witness , individually _____________________________ ______________________________________ witness , individually

407

EXHIBIT “A” Restaurant Address:

408

EXHIBIT B

MASTER DEVELOPMENT AGREEMENT

409

EXHIBIT C

Franchisee: Location: PC #: Store #: Date: Estimated Cost (see below for detail):

The IFF for this Restaurant is: $______________ Marketing Start Up Fee: $______________

Franchisee Build-out Options: Equipment and Millwork $ POS-Radiant $ Signage $ Architectural Drawings $ GC $ DD GC $ Options Sub Total $ Estimated Cost: $_______________ All prices set out above were provided to us by our suppliers as of _________________________. These elements cannot be modified without the prior written consent of Dunkin’ Brands, Inc. Construction Manager. Note: Prices above are inclusive of all state income taxes.

Initials

410

ADDENDUM TO SDO DEVELOPMENT AGREEMENT AND FRANCHISE AGREEMENT FOR DUNKIN’ LOCATIONS LOCATED WITHIN A HOST

Introduction:

The following provisions are hereby incorporated into the SDO Development Agreement (“SDO DA”) and each Franchise Agreement entered into pursuant to the SDO DA. 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’/Baskin-Robbins”, “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 SDO DA or Franchise Agreement, the provision in this Addendum shall control.

1. Notwithstanding anything to the contrary contained in the SDO DA or any other agreement between

Dunkin’/Baskin-Robbins and you, you expressly acknowledge and agree that you are prohibited from selling packaged coffee from the Restaurant including, but not limited to, coffee by the pound and K-CUP® packs or any other pre-packaged single use coffee pod.

2. Except as specifically provided above, the terms of the SDO DA and Franchise Agreement is 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 SDO DA 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 SDO DA and Franchise Agreements entered into between us and you, and are not meant to confer rights on any other party.

Initials

K-CUP is a registered trademark of Keurig, Incorporated

411

03-2020 Exhibit P

PC _____________

CONTRACT FOR DEVELOPMENT AND CONSTRUCTION

This Contract for Development and Construction (“Agreement”) is entered into on this ____ day of _________ 20__ by and between the following parties. 1. PARTIES:

Transferor: Dunkin’ Donuts Franchising LLC (“we”, “us” and “our”)

Baskin-Robbins Franchising LLC Address: 130 Royall Street, Canton, MA 02021

Transferee: ___________________________ (“you” and “your”) Address: Transferor and Transferee are sometimes referred to herein collectively as the “Parties.”

2. SUBJECT MATTER: The franchised business(es) identified as PC __________________, which is to be constructed and located at ____________________________________________________ (“Restaurant” or “Premises”).

3. TERMS: The Parties acknowledge and agree that: (i) Franchise Agreement.

The Parties will enter into that form of Franchise Agreement (“Franchise Agreement”) contained in our most recent Franchise Disclosure Document (“FDD”). The term of such Franchise Agreement shall be ______ (____) years commencing on the first date the Restaurant opens to serve the general public.

Weekly Continuing Franchise Fee: ____% of Gross Sales Weekly Continuing Advertising Fee: ____% of Gross Sales Remodel: 10 Years from the date the Restaurant opens Refurbishment: 5 & 15 Years from the date the Restaurant opens

* 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

412

nationally-based program, you agree to pay such fees and your Restaurant will participate in that program.

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.

(ii) Lease/Sublease.

[choose the applicable “a.” statement and delete the other three] a. You currently control the Premises pursuant to that Lease Agreement dated

______________, 20__ by and between __________________________, as landlord, and you, as tenant (“Prime Lease”), which Prime Lease is attached hereto as Exhibit A. The Parties will enter into an agreement pursuant to which you will assign your rights as tenant under the Prime Lease to us or one of our affiliates (obtaining such landlord’s consent, if necessary) using a form that we reasonably prescribe (“Assignment”). Simultaneously with the execution of the Assignment, the Parties will enter into that form of Sublease (“Sublease”) contained in our most recent FDD, which we may adapt to address the circumstances of the Prime Lease. The term of the Sublease shall be ______ (____) years. The rent payable under such Sublease shall be an amount equal to the greater of (1) the amount calculated by multiplying the Gross Sales (as defined in the Franchise Agreement) made from the Restaurant by the Percentage Rent Rate (as defined in the Sublease and set forth on Exhibit B attached hereto) and (2) that rent set forth on Exhibit B attached hereto. [or]

a. We will enter into a lease agreement for the Premises with a third party landlord pursuant to which we will be tenant (“Prime Lease”). The Parties will then enter into that form of Sublease (“Sublease”) contained in our most recent FDD, which we may adapt to address the circumstances of the Prime Lease. The term of the Sublease shall be ______ (____) years. The rent payable under such Sublease shall be an amount equal to the greater of (1) the amount calculated by multiplying the Gross Sales (as defined in the Franchise Agreement) made from the Restaurant by the Percentage Rent Rate (as defined in the Sublease and set forth on Exhibit B attached hereto) and (2) that rent set forth on Exhibit B attached hereto. [or]

a. You currently own the real property on which the Restaurant is to be operated. The Parties agree to enter into our then current form of Lease Agreement for the Premises pursuant to which you will be landlord and we will be tenant (“Prime Lease”). Simultaneously with the execution of the Prime Lease, the Parties will enter into that form of Sublease (“Sublease”) contained in our most recent FDD, which we may adapt to address the circumstances of the Prime Lease. The term of the Sublease shall be ______ (____) years. The rent payable under such Sublease shall

413

be an amount equal to the greater of (1) the amount calculated by multiplying the Gross Sales (as defined in the Franchise Agreement) made from the Restaurant by the Percentage Rent Rate (as defined in the Sublease and set forth on Exhibit B attached hereto) and (2) that rent set forth on Exhibit B attached hereto. [or]

a. We currently own (or are in the process of purchasing) the real property on which the Restaurant is to be operated. The Parties agree to enter into two (2) leases using our then current forms of agreement. The first agreement will be for the real property (“Land Lease”) and the second agreement will be for the Restaurant (i.e., the building) (“Sublease”). We will be landlord and you will be the tenant under both the Land Lease and the Sublease. The term of the Land Lease and the Sublease shall be ______ (____) years. The rent payable under the Sublease, which shall be on the form of Sublease contained in our most recent FDD and which we may adapt to address the circumstances of the Land Lease, shall be that amount calculated by multiplying the Gross Sales (as defined in the Franchise Agreement) made from the Restaurant by the Percentage Rent Rate (as defined in the Sublease and set forth on Exhibit B attached hereto). The rent payable under the Land Lease shall be as is set forth in the Land Lease, attached hereto as Exhibit C.

b. Notwithstanding anything to the contrary set forth in Section 3(ii)a above, you

expressly acknowledge and agree that the “rent” figures set forth on Exhibit B have been calculated based on the Parties’ assumption that the total cost for construction and development of the Restaurant will be _________________ ____________________ and 00/100 Dollars ($_________.00) (“Estimated Total Cost”). If the Actual Total Cost (as that term is defined in the Sublease) is more or less than the Estimated Total Cost by ten percent (10%) or less, the “rent” figures set forth on Exhibit B shall be recalculated and an amendment to the Sublease shall be prepared (and executed by the Parties) for the purpose of proportionately resetting such “rent” figures to reflect the Actual Total Cost. If the Actual Total Cost (as that term is defined in the Sublease) is more than the Estimated Total Cost by greater than ten percent (10%), (i) the “rent” figures set forth on Exhibit B shall be recalculated and an amendment to the Sublease shall be prepared (and executed by the Parties) for the purpose of proportionately resetting such “rent” figures to reflect a ten percent (10%) increase over the Estimated Total Cost and (ii) you shall be responsible for directly paying, at your sole cost and expense, any and all sums that exceed such ten percent (10%) overage.

(iii) Equipment.

[choose the applicable statement and delete the other] A full and accurate description of signs and equipment that we have purchased (or will purchase) for the Restaurant will be provided to you on or before the Closing Date (as defined below). You agree to reimburse us for the cost of such equipment (i.e., a dollar-for-dollar reimbursement) on the Closing Date (as defined below). Notwithstanding the fact that we purchased the equipment, you are solely responsible at your sole expense for the delivery and installation of all furniture, fixtures, signs and equipment related to the Restaurant in accordance with our Standards (as defined in the Franchise Agreement). In addition, should you choose to install a security system, you shall bear the entire cost of the system (purchase price and installation). You will coordinate the installation of all equipment and the security system, if any, 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. [or]

414

You will 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, you shall bear the entire cost of the system (purchase price and installation). You will coordinate the installation of all equipment and the security system, if any, 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.

(iv) Construction and Development. You will provide all construction management and perform all work necessary for the construction, development, and equipping of the Restaurant in accordance with our then current standards, plans and specifications. We will provide limited general oversight of the project and will retain approval authority regarding the project. You will complete the construction and development of the Restaurant and open to serve the general public by__________________. You acknowledge and agree that all of the leasehold improvements and exterior signage at the Premises are and will remain our property and not yours, until and unless you exercise your Buy-Out Option (as defined below) and, if you do exercise your Buy-Out Option, ownership of certain items (e.g., leasehold improvements) shall be subject to the terms of the Prime Lease. You further acknowledge and agree, at all times and at your expense, (i) to protect and defend our title to such leasehold improvements from and against all claims, liens and legal processes of your creditors, (ii) to keep such leasehold improvements free and clear of all liens, claims and process of every kind whatsoever, and (iii) to give us immediate notice if any such liens, claims and/or processes of any kind are filed.

(v) Payment of Construction and Development Costs and Expenses.

Provided that we have received from you a fully executed original of this Agreement, the Franchise Agreement, the Assignment and Assumption of Payment Agreement, [depending on which option “(ii)” chosen above, choose the applicable additional prerequisites and delete the other three] the Assignment and Sublease [or] the Sublease [or] the Prime Lease and Sublease [or] the Land Lease and Sublease, and provided, further, that you are at that time not in breach of any agreement between you (or your affiliates) and us (or our affiliates), we will pay your vendors or contractors directly for the reasonable and necessary costs and expenses that you incurred and that we approved for the construction and development of the Restaurant (“Reimbursable Costs”) pursuant to the terms of the Assignment and Assumption of Payment Agreement, attached hereto as Exhibit F. You agree that you will, and you will cause your general contractor to, execute and deliver to us for our signature the Assignment and Assumption of Payment Agreement, pursuant to which, and notwithstanding anything to the contrary contained in your separate agreement with such general contractor, (i) the general contractor will be required to submit all invoices and supporting documentation related to the construction and development of the Premises directly to us (and provide you with copies, which copies you agree to promptly review and approve as evidenced by your signature thereon) for our review and approval, and (ii) after our review of each such detailed invoice, if we approve of the same, we will make the required payment directly to such general contractor on your behalf, but without any additional or other liability to us whatsoever (i.e., other than making payment for approved

415

invoices, we have no other liability under your agreement with your general contractor). Prior to your execution of any agreement(s) with your general contractor, you agree to develop a “schedule of values” and provide a copy of the same to us for our review and approval. Upon execution of any agreement with your general contractor, you will immediately provide us with a copy of the same. We will use the contract and the approved schedule of values to monitor the work being performed at the Premises and to manage the payments we make pursuant to the Assignment and Assumption of Payment Agreement. If, at the time any payment is due to be made to your general contractor, you owe us money, then you expressly acknowledge that we may offset from our payment to your general contractor any and all amounts so owed to us against such payment in which case you will be solely responsible for paying your general contractor directly for any such offset amounts. In addition, you agree to pay to us any tenant improvement allowance for the Premises that has already been paid (or credited) to you or, at our option, we may offset such tenant improvement allowance against payments due your general contractor in which case you will be solely responsible for paying your general contractor directly for any such offset amounts. Notwithstanding anything to the contrary contained in this Section 3(v), if you make certain payments directly to, or on behalf of, your general contractor related to the construction of the Premises, you may submit the detailed invoice(s) and documentation supporting such payment directly to us and we agree to reimburse you directly provided that your general contractor first acknowledges to us in writing that any amounts so paid will be deducted from the amounts owed to him/her.

(vi) Your Buy-Out Option.

a. Period During Which You Can Exercise. Beginning on the first (1st) day of the sixth (6th) year of the term of the Sublease and ending on the last day of the fifteenth (15th) year of the term of the Sublease, you will have the option to “purchase” from us the investment we made in the construction and development of the Restaurant (“Buy-Out Option”). You must exercise the Buy-Out Option, if at all, by providing us with written notice no later than sixty (60) days prior to the date that you desire to be effective date of such purchase, which effective date will always be the first (1st) day of the first (1st) full month that falls on or after such sixty (60) day period. The “purchase price” shall be as set forth on the Buy-Out Option Schedule attached hereto as Exhibit D (“Buy-Out Option Price”). Such Buy-Out Option Price shall have a minimum amount of One Hundred Thousand Dollars ($100,000.00).

b. Rent After You Exercise.

If you timely exercise your Buy-Out Option as set forth herein, then as of the effective date of such “purchase”: (1) If the Prime Lease is assignable by us to you without recourse to us, we will

assign the Prime Lease to you and the landlord will be in direct contract pursuant to the terms of the Prime Lease and we shall have no further rights or obligations thereunder; or

(2) If the Prime Lease is not assignable by us to you without recourse to us, the Sublease shall remain in full force and effect except that rent under the Sublease shall be adjusted to be an amount equal to the sum of the rent payable by us under the Prime Lease plus an annual administrative fee of One Thousand Two Hundred and 00/100 Dollars ($1,200.00), as the same may be adjusted annually by us by the increase in the Consumer Price Index, such sum being payable in equal monthly installments.

416

(3) If we own the real property on which the Premises is located and you are not also purchasing the real property, you and we will execute the standard form of Termination of Sublease Agreement contained in our most recent FDD (but the Land Lease shall remain in full force and effect).

c. Buy-Out Option Price.

You expressly acknowledge and agree that the “purchase” figures set forth on the Buy-Out Option Schedule have been calculated based on the Parties’ assumption that the total cost for construction and development of the Restaurant will be ____________________________ and 00/100 Dollars ($_________.00) (“Estimated Total Cost”). If the Actual Total Cost (as that term is defined in the Sublease) is more or less than the Estimated Total Cost the “buy-out” figures set forth on the Buy-Out Option Schedule shall be recalculated and an amendment to the Buy-Out Option Schedule shall be prepared (and executed by the Parties) to reflect the Actual Total Cost for purposes of setting the Buy-Out Option Price.

[Delete the following subsection “d” unless we have purchased the property and have entered

into two leases with the franchisee as set forth above (the fourth option under 3(c)(ii))] d. Right to Purchase Real Property.

Beginning on the first (1st) day of the sixth (6th) year of the term of the Sublease and ending on the last day of the sixth (6th) year of the term of the Land Lease, you will have the option to “purchase” from us the real property of which the Premises is a part (“Real Property Buy-Out Option”). You must exercise the Real Property Buy-Out Option, if at all, by providing us with written notice no later than sixty (60) days prior to the date that you desire to be effective date of such purchase, which effective date will always be the first (1st) day of the first (1st) full month that falls on or after such sixty (60) day period. The “purchase price” for the real property shall be ________________ and 00/100 Dollars ($________.00) (“Real Property Buy-Out Option Price”), which is based on items including but not limited to the costs we incurred related to the purchase of the real property and the costs we incurred related to any improvements made to the real property. If you timely exercise your right to purchase the real property as set forth herein, the Parties agree to enter into (a) an agreement terminating the Land Lease and (b) our standard form Lease Option Agreement, such agreements to be effective on the date that the transaction closes. In addition and notwithstanding anything to the contrary contained in this Agreement, if you elect to purchase the real property, you must also simultaneously exercise your Buy-Out Option (i.e., you cannot purchase the real property unless you also, at the same time, purchase the Restaurant building(s)).

(vii) Administrative Fee. You agree to pay to us an Administrative Fee, which we shall reasonably determine based on the complexity of the transaction, our expected administrative costs and expenses including but not limited to, attorney’s fees and title related expenses incurred related to this Agreement and the under lying transaction. In no event will the Administrative Fee be less than $25,000.00. You agree to pay us the Administrative Fee on or before the Closing Date.

(viii) Initial Franchise Fee (“IFF”). You agree to pay to us an IFF of _____________________________ and 00/100 Dollars ($____________.00) on or before the Closing Date.

417

(ix) You expressly acknowledge and agree that if you default under the terms of this Agreement, the Sublease and if applicable, Land Lease or the Franchise Agreement and you fail to timely cure such default, then at our option and in our sole and absolute discretion,

a. If we lease the Premises from a third party, we may elect to immediately assign the

Prime Lease back to you without recourse to us and you agree that you will execute any such assignment to reflect the same. If we so elect to assign the Prime Lease back to you, (i) the Sublease and Franchise Agreement pertaining to the Premises shall immediately terminate and be of no further force and effect, and (ii) you agree to immediately exercise the Buy-Out Option, if applicable.

b. If we own the real property on which the Premises is situated, at our option, we may

immediately terminate the Lease of Land, the Sublease and the Franchise Agreement and you agree that you will execute our then current form termination agreement(s) to reflect the same. If we so elect to terminate the Lease of Land, the Sublease and the Franchise Agreement, you agree to immediately exercise the Buy-Out Option, if applicable.

4. FEES: AND EXPENSES:

Initial Franchise Fee $ .00* Administrative Fee $ xxx,xxx.00 Reimbursement of Equipment Expenses $ xxx,xxx.00 Total Amount Due $ xxx,xxx.00 *Paid previously under Store Development Agreement dated ___________ (“SDA”) for PC _______ (see also Exhibit E) [delete this “*” sentence and the “*” from the IFF line item above if an SDA is not involved]

5. TERMS OF PAYMENT:

You agree to pay the Total Amount Due (as set forth in Section 3 above) and any other amounts due to us hereunder to us by certified check, wire transfer or attorney/title escrow accounts (such method to be at our option) on the following dates: Deposit: Due upon your execution of this Agreement: $ xxx,xxx.00 Balance: Due on the Closing Date: $ xxx,xxx.00

6. CLOSING DATE: The Parties hereto agree that the Closing Date shall be ________________________. 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. In no event shall the Restaurant open for business prior to the Closing Date; provided, however, the Restaurant must open to serve the general public on the later to occur of (i)the Closing Date and (ii) the date this is and no later than ten (10) days after issuance of the Certificate of Occupancy or Temporary Certificate of Occupancy for the Premises.

418

7. REPRESENTATIONS OF SALES OR PROFITS:

You acknowledge and agree that no representations of any kind of sales or profits that can be expected from the franchised business have been made by us or any of our representatives in connection with this transaction. You further acknowledge that, as part of the Franchise Agreement to be executed at Closing, we will require you to complete and sign a truthful and accurate Certification concerning any such representations (and other matters) as a condition of closing on this transaction.

8. GENERAL TERMS:

(i) Default. In reliance upon your promises in this Agreement, we, or our affiliate, will make substantial financial and other commitments including, but not limited to, paying for the development and construction costs associated with the Premises. The parties acknowledge that these financial and other commitments, if paid, 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 if you repudiate this Agreement for any reason, (a) you will compensate us for these financial and other commitments in an amount equal to (i) the Actual Total Cost (if such failure or repudiation occurs prior to the first day of the sixth year of the Sublease), or (ii) the applicable Buy-Out Option Price set forth in the Buy-Out Option Schedule (if such failure or repudation occurs on or after the first day of the sixth year of the Sublease), and (b) we may proceed to develop the Premises and offer it to another franchisee without objection by you as to territory or encroachment, if any, on any other restaurants owned by you. 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 of a failure to close.

(ii) 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 that are included in this Agreement, 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.

(iii) Applicable Law.

This Agreement shall be interpreted, construed and governed exclusively under the laws of the Commonwealth of Massachusetts (without reference to, or applying, Massachusetts choice of law principles).

(iv) Notices.

All notices under this Agreement shall be personally delivered, or sent by facsimile, or prepaid private courier, nationally recognized overnight mail courier, or certified mail to you at the address first listed above or to us in care of the Legal Department, c/o Dunkin’ Brands Inc. as Manager, 130 Royall Street, Canton, Massachusetts 02021. Any notice so mailed shall be deemed to have been "given" as of the time said notice is received or refused.

(v) Captions.

419

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.

(vi) 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.

(vii) 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.

(viii) Corporate Approval.

The terms of this Agreement are subject to approval in compliance with our then-current corporate approval policies at the time of execution of the Agreement. In the event this transaction and/or this Agreement is/are 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 upon us acquiring ownership of, or a lease for, the Premises on terms satisfactory to us.

(ix) Survival. The parties hereto expressly agree that the terms and conditions of this Agreement shall survive Closing.

(x) Regulations.

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”). 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. If this Agreement is not returned to us within five (5) calendar days of the Execution Date, with a certified check in the deposit amount referenced above, then we may, at our sole discretion, rescind or void this Agreement.

(xi) Taxes.

You expressly acknowledge and agree that you shall be solely responsible for payment of all taxes imposed, whether state, city or municipal, as a result of the transaction contemplated by this Agreement, including, without limitation sales and transfer taxes (with the sole exception being taxes related to our income).

(xii) 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 conveyed is so high,

420

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.

[Delete the following paragraph if this restaurant will be included in the Transferee’s SDA]:

(xiii) 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.

[the remainder of this page intentionally left blank – the next page is the signature page]

421

IN WITNESS WHEREOF, the parties have respectively signed and sealed these presents the day and year first above written.

ATTEST/WITNESS: [Insert legal name of Transferee] _____________________________ __________________________________ By:

Its:

Baskin-Robbins Franchising LLC

Dunkin’ Donuts Franchising LLC _____________________________ ___________________________________ By:

Its:

422

EXHIBIT A PRIME LEASE

423

EXHIBIT B LEASE BASE RENT SCHEDULE

This lease is a “triple net” which means that all taxes, common area maintenance, and other operating costs and charges, other than Fixed Rent and/or Percentage Rent (collectively the “Rent”), will be passed through, dollar for dollar, to you under your lease and must be paid by you in addition to Rent. Rent will be payable in monthly installments. This lease 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 attached hereto as Exhibit A (“Prime Lease”). Term: ( ) years Rent:

From

Through

Fixed Rent Yearly ($)

Fixed Rent

Monthly ($)

vs

Percentage Rent ( % of gross sales at the Premises)

Rent Commencement Date

Month ___ $ $ vs ____%

Month __ Month ___ $ $ vs ____%

Month __ Month ___ $ $ vs ____%

Month __ Month ___ $ $ vs ____%

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. 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].

Initialed: Us: You: __________ __________

424

EXHIBIT C

[Delete if not applicable] Land Lease Rent Schedule

This lease is a “triple net” which means that all taxes, common area maintenance, and other operating costs and charges, other than Fixed Rent and/or Percentage Rent (collectively the “Rent”), will be passed through, dollar for dollar, to you under your lease and must be paid by you in addition to Rent. Rent will be payable in monthly installments. Term: ( ) years Rent:

From

Through

Fixed Rent

Monthly ($)

Fixed Rent

Monthly ($)

vs

Percentage Rent ( % of gross sales at the Premises)

Rent Commencement Date

Month ___ $ $ vs ____%

Month __ Month ___ $ $ vs ____%

Month __ Month ___ $ $ vs ____%

Month __ Month ___ $ $ vs ____%

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. 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].

Initialed: Us: You: __________ __________

425

LEASE OF LAND

Parties This Lease of Land (“Lease of Land”) is dated ______________, 20__ and is made by and between DB Real Estate Assets I LLC [OR DB Real Estate Assets II LLC], a Delaware limited liability company with its principal office at 130 Royall Street, Canton, Massachusetts 02021 ("Landlord", “we”, “us” or “our” ) and ______________________________________________________________, a ______________________________ with its principal office at ______________________________ ______________________________________________ (“Tenant”, “you” or “your”). Defined Terms The terms used in this Lease of Land 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: ________________________________________________________ Attention: ___________________________________________ 1.4 Premises: The real property situated at ____________________________________________,

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. The parties hereto acknowledge and agree that this agreement is solely for the lease of land and, as such, any building(s) constructed on the Premises shall be subject to a separate lease agreement dated the same day that this Lease of Land is dated.

1.5 Term Commencement Date: The date that we deliver possession of the Premises to you ready for the

construction of the improvements thereon. 1.6 Term: The Term begins on the Term Commencement Date and [runs for ____ years and ____ months]

or [expires on ____________________]. 1.7 Rent Commencement Date: The day the restaurant which is to be constructed (or already has been

constructed) on the Premises first opens for business. 1.8 Rent:

Beginning Ending Annually Monthly Rent Commencement Date to ________ $_______.__ $_______.__ ________________ to ________ $_______.__ $_______.__ ________________ to ________ $_______.__ $_______.__ ________________ to ________ $_______.__ $_______.__

1.9 Lease 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. 1.10 Lease Year: Successive periods of fifty-two (52) consecutive weeks beginning on the first Sunday the

restaurant located on the Premises is open for business (or on the next succeeding business day if the restaurant located on the Premises is not open on Sunday).

1.11 Sublease: The lease dated of even date herewith by and between us, as landlord, and you, as tenant.

426

1.12 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.

Rent and Taxes 2.1 Rent: Beginning on the Rent Commencement Date, you will pay us Rent in equal monthly installments

in advance on the fifteenth (15th) day of the month immediately before the month for which such Rent is due (prorated for partial months).

2.2 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.

2.3 Taxes: In addition to the Rent hereinabove reserved, you agree to pay to us, within thirty (30) days of

receipt of a bill from us and, in all events, 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 you 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 you were obligated to pay Rent under the provisions of this Lease of Land.

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 Sublease and the franchise agreement that you have (or will) execute pertaining to the Premises (“Franchise Agreement”).

Our Covenants 4.1 We control the Premises and have full legal right to enter into this Lease of Land; and 4.2 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 Lease of Land; 5.2 You agree to pay all Taxes pertaining to your property; 5.3 You agree, at your sole expense and before entering upon 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;

427

(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, upon demand, the cost of the premiums for that insurance;

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; 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 (and any improvements constructed thereon) in good repair

and first-class order and condition during the Term of this Lease of Land. 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 Sublease, 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;

428

5.11 You agree to give written notice of any default by us under the terms of this Lease of Land to any mortgagee or assignee of any interest, or holder of any security interest, in any portion of this Lease of Land or the Premises. If such default would allow you to cancel or terminate this Lease of Land, 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 Lease of Land, and in either event this Lease of Land 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;

5.13 You agree that we are not to be held responsible or liable in any manner whatsoever for any latent

defects in the Premises and that the Rent payable under this Lease of Land is not to be diminished or abated related to the same;

5.14 You agree, upon our request, to execute, acknowledge and deliver appropriate recordable instruments

giving notice of this Lease of Land and the Term Commencement Date and any other documents which may be required to facilitate any financing of the Premises; and

5.15 You agree that this Lease of Land 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 Lease of Land. 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 Lease of Land 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 Rent that you are required to pay under this Lease of Land will not be paid more than thirty (30) days in advance and that no amendment of this Lease of Land or waiver or modification of the terms of this Lease of Land 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 Lease of Land at any time, provided it does not disturb your

possession and quiet enjoyment of the Premises. 6.2 You may not assign, transfer, mortgage or otherwise encumber this Lease of Land, or any interest in

this Lease of Land, 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 Lease of Land, you agree to remain liable throughout the balance of the Term for the payment of Rent and for the performance of all terms, covenants and conditions of yours under this Lease of Land.

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 Lease of Land.

429

Fire and Casualty 7.1 If the Premises or the improvements constructed thereon are damaged by fire or casualty, you agree

that there will be no abatement in Rent while the Premises and/or the improvements constructed thereon are 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 improvements constructed on the Premises are damaged by fire or casualty and such damage is more than fifty percent (50%) of the full insurable value of such improvements, we may elect, by notice to you and in accordance without rights under the Sublease, within sixty (60) days of occurrence of the damage, not to restore the Premises and/or the improvements constructed thereon and terminate this Lease of Land.

Eminent Domain 8.1 If all or a part of the Premises is taken by eminent domain, you may terminate this Lease of Land 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 Lease of Land. All other damages arising out of a complete or partial taking of the Premises that you sustain and to which you are legally entitled shall be paid to you.

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 Lease of Land and all of your rights contained in this Lease of Land without any need for notice to you.

9.2 If you do not make any payment required by this Lease of Land on the date such payment is due and

that default is not be 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 Lease of Land. If we give you two (2) separate default notices related to your nonpayment of Rent in any Lease 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 Lease of Land. Termination of this Lease of Land 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 Lease of Land, or under the Sublease,

the Franchise Agreement, 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 Lease of Land.

9.4 If you fail to timely make any required payments under this Lease of Land, 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 Lease of Land 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.

430

9.5 If we terminate this Lease of Land 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 Lease of Land 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 Lease of Land is exclusive of any other right or remedy available

to us under this Lease of Land, 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 Lease of Land, 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 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.

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.

Right to Purchase the Premises 12.1 As set forth in the Contract for Development and Construction, to which this Lease of Land is attached

as Exhibit C, beginning on the first (1st) day of the sixth (6th) year of the term of this Lease of Land and ending on the last day of the sixth (6th) year of the term of this Lease of Land, you will have the option to “purchase” from us the real property forming the Premises (“Real Property Buy-Out Option”). You must exercise the Real Property Buy-Out Option, if at all, by providing us with written notice no later than sixty (60) days prior to the date that you desire to be effective date of such purchase, which effective date will always be the first (1st) day of the first (1st) full month that falls on or after such sixty (60) day period. The “purchase price” for the real property shall be ________________ and 00/100 Dollars ($________.00) (“Real Property Buy-Out Option Price”), which is based on items including but not limited to the costs we incurred related to the purchase of the real property and the costs we incurred related to any improvements made to the real property. If you timely exercise your Real Property Buy-Out Option as set forth herein, the parties agree to enter into an agreement terminating this Lease of Land, such agreement to be effective on the date that the transaction closes. In addition and notwithstanding anything to the contrary contained in this Lease of Land, the Contract for Development and Construction or the Sublease, if you timely exercise your Real Property Buy-Out Option, you must also simultaneously exercise your Buy-Out Option pertaining to the improvements

431

constructed on the Premises (i.e., you expressly agree that you cannot purchase the real property unless you also, at the same time, purchase the Restaurant building(s)).

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. 13.2 Our waiver of any covenant, condition or agreement in this Lease of Land 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 Lease of Land from you knowing of your then-existing breach under this Lease of Land, 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 Lease of Land 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 Lease of Land, 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 Lease of Land.

13.6 No payment by you or receipt by us of an amount that is less than the full amount required by this

Lease of Land 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 Lease of Land is subject to the Sublease and the Franchise Agreement remaining

in full force and effect. If the either the Sublease or the Franchise Agreement (or both) is terminated for any reason, you agree that we have the right to terminate this Lease of Land 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 Lease of Land extend to and

are binding on the legal representatives, successors and assigns of the both parties. 13.10 This Lease of Land is not binding on us until it is executed by an authorized officer of ours. 13.11 Nothing in this Lease of Land 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.

13.12 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

432

(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 Lease of Land 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.

The waivers contained in this Section 12.12 shall apply to the referenced statutes and any and all successor or supplementary statutes as may be enacted in the future.

13.13 This Lease of Land 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.


433

IN WITNESS WHEREOF, we and you have signed, sealed and delivered this Lease of Land in the presence of the witnesses listed below as of the date first listed above

Landlord: DB Real Estate Assets I LLC,

[or DB Real Estate Assets II LLC,] a Delaware limited liability company ____________________________________ By: ______________________________ Its: ______________________________ Attest: Tenant: ____________________________________, a ___________________________________ ______________________________ ____________________________________ By: ________________________ By: ______________________________ Its: ________________________ Its: ______________________________ Witness: ______________________________ _____________________________________ By: ________________________ By: _______________________________ Individually ______________________________ _____________________________________ By: ________________________ By: _______________________________ Individually ______________________________ _____________________________________ By: ________________________ By: _______________________________ Individually ______________________________ _____________________________________ By: ________________________ By: _______________________________ Individually

434

GUARANTEE The UNDERSIGNED, waiving demand and notice hereby, jointly and severally, unconditionally guarantee the performance of all duties and obligations of __________________________________ ____________________________________ under this Lease of Land, and personally agree that the Lease of Land shall be binding on each of the individuals listed below personally, as if each was a signatory to the Lease of Land. Signed, sealed and delivered in the presence of: _____________________________________ Witness ____________________________, Individually _____________________________________ Witness ____________________________, Individually _____________________________________ Witness ____________________________, Individually _____________________________________ Witness ____________________________, Individually

435

EXHIBIT A DESCRIPTION of the real property located at _____________________________________________ ________________________________________, and being the Premises in the Lease of Land dated __________________________, 20__ made by and between _________________________________ (us) and _________________________________ (you).

[attach a copy of the legal description]

436

EXHIBIT D BUY-OUT OPTION SCHEDULE

Buy-Out Option Schedule Estimated Total Cost

Buyout

Option Price Month 61 Month 62 Month 63 Month 64 Month 65 Month 66 Month 67 Month 68 Month 69 Month 70 Month 71 Month 72 Month 73 Month 74 Month 75 Month 76 Month 77 Month 78 Month 79 Month 80 Month 81 Month 82 Month 83 Month 84 Month 85 Month 86 Month 87 Month 88 Month 89 Month 90 Month 91 Month 92 Month 93 Month 94 Month 95 Month 96 Month 97 Month 98 Month 99 Month 100

437

Month 101 Month 102 Month 103 Month 104 Month 105 Month 106 Month 107 Month 108 Month 109 Month 110 Month 111 Month 112 Month 113 Month 114 Month 115 Month 116 Month 117 Month 118 Month 119 Month 120 Month 121 Month 122 Month 123 Month 124 Month 125 Month 126 Month 127 Month 128 Month 129 Month 130 Month 131 Month 132 Month 133 Month 134 Month 135 Month 136 Month 137 Month 138 Month 139 Month 140 Month 141 Month 142 Month 143 Month 144 Month 145 Month 146 Month 147 Month 148 Month 149 Month 150 Month 151 Month 152 Month 153 Month 154

438

Month 155 Month 156 Month 157 Month 158 Month 159 Month 160 Month 161 Month 162 Month 163 Month 164 Month 165 Month 166 Month 167 Month 168 Month 169 Month 170 Month 171 Month 172 Month 173 Month 174 Month 175 Month 176 Month 177 Month 178 Month 179 Month 180

Initialed:

Us: You: __________ __________

439

EXHIBIT E STORE DEVELOPMENT AGREEMENT

[Delete this exhibit if this Restaurant is not being developed under an SDA] The Parties acknowledge and agree that the Premises being developed pursuant to the terms of this Agreement is within your territory under that Store Development Agreement (PC __________) dated _____________, 20__ (“SDA”). The Parties acknowledge that this development and sale shall be credited to satisfy your obligation to develop one (1) Dunkin’ restaurant under the SDA. Further, as an inducement to us to make substantial financial commitments to allow you to develop the Premises and offer it to you, you agree that any failure by you to close on this transaction, as required by the terms of this Agreement, will be a default under both this Agreement and the SDA. Such default will be deemed a termination of the SDA and this Agreement and a 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 franchised restaurants owned by you.

Initialed: Us: You: __________ __________

440

EXHIBIT F ASSIGNMENT AND ASSUMPTION OF PAYMENT AGREEMENT

[Delete this exhibit if we are not paying the general contractor directly]

ASSIGNMENT AND ASSUMPTION OF PAYMENT AGREEMENT This ASSIGNMENT AND ASSUMPTION OF PAYMENT AGREEMENT (“Agreement”) is made this ____ day of ______________, 20__ (“Effective Date”) by and between DB Real Estate Assets I LLC [or DB Real Estate Assets II LLC], a Delaware limited liability company (“DB”), _______________________________, a ___________________ (“Franchisee”), and ____________________, a_____________________________, (“Contractor”).

Whereas, Contractor and Franchisee have entered into that [insert name of construction agreement – probably an AIA agreement - between Contractor and Franchisee] __________________ ______________________ dated __________________, 20__ (“Construction Contract”) related to the construction and improvement of that certain property located at _______________________________ _________________________________ (“Premises”); and WHEREAS, DB, as a condition of approving the development of the Premises as a Dunkin’ restaurant, requires that Franchisee and Contractor enter into this Agreement, the primary purposes of which are to assign the payment obligations under the Construction Contract from Franchisee to DB and, to document the parties’ agreement that Contractor will submit all invoices and supporting documentation related to the construction and development of the Premises (the “Work”) directly to DB. NOW THEREFORE, in consideration of the foregoing recitals and the mutual promises set forth herein the adequacy of which is acknowledged, the parties agree as follows: Notwithstanding anything to the contrary contained in the Construction Contract, DB, Franchisee and Contractor agree to the following: 1. Assignment. As of the Effective Date, Franchisee’s obligation to pay Contractor for the Work is hereby assigned

to DB. Notwithstanding anything to the contrary contained in the Construction Contract, this Agreement, or otherwise, the total amount that DB is obligated to pay Contractor for the Work shall not exceed __________________________ and 00/100 Dollars ($____________.00). Other than the obligation to make required payments as set forth above, the parties hereto expressly agree, as a material inducement to DB to enter into this Agreement, that DB shall have no further obligations whatsoever under the Construction Contract.

2. Assumption. As of the Effective Date, DB hereby accepts the assignment of the obligations identified in Section

1 above; provided, however, that Franchisee expressly acknowledges its continued responsibility to retain (i) all obligations and duties that accrued under the Construction Contract prior to the Effective Date, and (ii) all obligations and duties under the Construction Contract not expressly assigned to DB by this Agreement.

3. Documentation. Notwithstanding anything to the contrary contained in this Agreement or the Construction Contract, as of the Effective Date, Contractor agrees to submit all invoices and supporting documentation related to the Work to both Franchisee and DB for review and approval. Franchisee agrees to promptly review such documentation and submit, in writing, to DB, Franchisee’s (i) approval of the same as Work that has been performed, or (ii) rejection of the same along with detailed notations supporting the reason Franchisee does not believe payment should be made. Upon receipt of all such documentation from Contractor and Franchisee, DB shall review the same and, if acceptable, approve the same and pay Contractor the amounts set forth therein. DB's obligation to make payments to Contractor shall in no event exceed the total sum set forth in the Construction Contract (the “Contract Sum”).

4. Payments to Subcontractors and Materialmen. Contractor agrees to pay all subcontractors and materialmen in a timely manner so that no claims for mechanic's or materialmen's liens will be filed against the Premises. If DB receives a notice of a claim will be soon filed, or if a claim is filed, as a result of Contractor's non-payment, DB shall have the right, after five (5) days written notice to Contractor, to immediately pay the full amount of any such claim or lien directly to the subcontractor or materialmen and deduct the same from the Contract

441

Sum. Contractor waives any and all claims or causes of action he has or may have against DB for the payments which are made under this Section 4.

5. Lien Waivers. As a precondition to any requirement that DB make a payment hereunder, Contractor shall submit Lien Waivers and related documentation in accordance with the following:

(i) Deliver to DB a completed form contractors sworn statement signed and sworn to by Contractor and

completed lien waiver forms (partial or final as may be applicable) signed and sworn to by all subcontractors and materialmen who furnish labor and/or materials; and

(ii) Deliver to DB written waivers, and releases (in recordable form) acceptable to DB from all

subcontractors, materialmen and anyone else who furnished labor, materials or equipment in connection with the Work who filed liens against the property; and

(iii) Deliver any other affidavit, release, waiver notice, certificate or document reasonably required by DB

to satisfy any claim or lien against DB’s property or the property of any party claiming through DB, that is arising out of or related to Contractor's Work or which may be required by any governmental authority to permit the full use, occupancy and enjoyment of the Premises and the improvements constructed by Contractor.

6. Limitation of DB’s Liability. Notwithstanding anything to the contrary contained in this Agreement or the

Construction Contract, Contractor and Franchisee expressly agree, as a material inducement to DB to enter into this Agreement, that DB’s sole obligation is to make payments to Contractor for the Work in accordance with the terms of this Agreement, and further that DB shall have no other liability whatsoever to Franchisee or Contractor related to the Work, whether set forth in the Construction Contract or otherwise.

7. Expiration. This Payment Agreement shall automatically expire upon completion of all Work unless terminated

earlier in accordance with the terms of the Construction Contract. Notwithstanding the foregoing, or anything in the Construction Contract to the contrary, Contractor’s obligation to correct defects, warranty periods, warranty and indemnification obligations related to Contractor’s Work shall survive expiration and/or termination of the Construction Contract and this Agreement.

8. Notices. If at any time during or after the execution of this Agreement, it shall become necessary for one of the parties to serve any notice, demand or communication upon any other party, such notice, demand or communication shall be in writing signed by the party serving the same, and delivered by nationally recognized overnight courier (e.g., Federal Express, UPS) to the address set forth below. Any notice so mailed shall be deemed to have been delivered as of the date the same is received (as indicated on the receipt) or, if delivery is refused, on the date of refusal.

If to DB: DB Real Estate Assets I LLC [or DB Real Estate Assets II LLC] c/o Dunkin’ Brands Inc. as Manager

130 Royall Street Canton, Massachusetts 02021 Attention: _____________________________ If to Franchisee: ______________________________________ ______________________________________ ______________________________________ Attention: _____________________________ If to Contractor: ______________________________________ ______________________________________ ______________________________________ Attention: _____________________________

9. Miscellaneous Provisions:

442

(i) Assignment. This Agreement may not be assigned by Contractor, in whole or in part, without the prior written consent of DB. DB is free not to consent to any assignment, for any reason, or to consent to such assignment only on certain terms and conditions. A permitted assignee shall have all of the rights and obligations of the assigning party set forth in this Agreement.

(ii) Waiver. No delay, omission or failure to exercise any right or remedy provided for in this Agreement or to demand strict performance by the other of any of the terms, covenants or conditions set forth herein shall be construed as a continuing waiver or relinquishment thereof, and each party may at any time exercise any or all its rights or remedies herein and demand strict and complete performance of this Agreement by the other party, nor shall the waiver of a breach of any provision of this Agreement constitute a waiver of any later breach of the same or any other provision.

(iii) Severability. If any provision of this Agreement is held or declared to be prohibited or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Agreement.

(iv) Choice of Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the state in which the Premises are located, without giving effect to any principles of conflicts of law. Each of the parties irrevocably submits to the exclusive jurisdiction of the state courts of _______________ and the federal district courts located in ________________ for the purpose of any suit, action or other proceeding related to or arising out of this Agreement.

(v) Amendments. This Agreement may only be amended or supplemented by a written instrument executed on behalf of each of the parties hereto.

(vi) Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and all prior contracts, representations, and understandings between the parties, whether oral or written, are deemed null and void, all of the foregoing having been merged into this Agreement.

(vii) Consideration. The mutual obligations of the parties as provided herein are the sole consideration for this Agreement, and no representations, warranties, promises or inducements have been made by the parties other than as are expressly set forth in this Agreement.

(viii) Binding Effect. This Agreement is binding upon the parties, their heirs, representatives, executors, administrators, conservators, successors and assigns.

Intending to be bound hereby, the parties or their authorized representatives or officers have signed this

Agreement effective as of the Effective Date. ATTEST/WITNESS: [Insert legal name of Contractor] _____________________________ __________________________________ By:

Its: DB Real Estate Assets I LLC

[or DB Real Estate Assets II LLC] _____________________________ ___________________________________ By:

Its: [Insert legal name of Franchisee]

_____________________________ ___________________________________ By:

Its:

443

This is a copy of Dunkin’ Brands, Inc.’s form of Lease Guarantee Fee Agreement. If Dunkin’ Brands, Inc. elects to issue a lease guarantee to a third party landlord, such election to be in the sole and absolute discretion

of Dunkin’ Brands, Inc. and to be considered on a case by case basis, this agreement is required. Please also see Item 6: Other Fees (Note 6)

LEASE GUARANTEE FEE AGREEMENT

This Lease Guarantee Fee Agreement (“Agreement”) is made this ____ day of _______________, 20__

by and between having an address of ("Franchisee") and Dunkin’ Brands, Inc., a Delaware corporation, having its principal office at 130 Royall Street, Canton, Massachusetts 02021 ("DBI").

WITNESSETH:

WHEREAS, Franchisee, as tenant, and __________________________, as landlord (“Landlord”) entered into that certain lease agreement dated ________________ (“Lease”) pursuant to which Landlord leased that certain premises known and numbered as _________________________ ("Premises") to Franchisee for the purpose of operating a Dunkin’ and/or a Dunkin’ /Baskin-Robbins restaurant thereon; and WHEREAS, Landlord has required, as a condition to entering into the Lease with Franchisee, that DBI enter into that certain Guarantee of Payment (“Guarantee”) pursuant to which DBI agrees to guarantee to Landlord the payment of all obligations of Franchisee accruing under the Lease for that period set forth with specificity in the Guaranty; and WHEREAS, DBI has agreed to execute the Guarantee, which is attached hereto and incorporated herein by reference as Exhibit A, but only on the condition that Franchisee (i) pay to DBI a lease guarantee fee as hereinafter set forth, and (ii) execute a personal guarantee of the obligations contained in this Agreement, which personal guarantee is attached hereto and incorporated herein by reference as Exhibit B. NOW, THEREFORE, in consideration of mutual covenants contained herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows.

AGREEMENT:

1. The above recitals are true and correct and, with all instruments referenced therein, incorporated herein by reference. 2. Notwithstanding anything to the contrary contained in the Lease, the Guarantee or any other instrument or document, in consideration for DBI agreeing to enter into the Guarantee, Franchisee agrees to pay to DBI the sum of _______________________ Dollars ($__________ ) (“Lease Guarantee Fee”) on execution of this Agreement.

3. To induce DBI to enter into the Guarantee, Franchisee hereby agrees to indemnify and hold DBI harmless from all costs and expenses incurred by or paid by DBI (i) to cure Franchisee’s then existing defaults under the Lease, and (ii) related to future obligations under the Lease for which DBI is liable. Franchisee agrees to pay to DBI all costs incurred by DBI in collecting the amounts due hereunder, enforcing Franchisee’s performance hereunder, and/or protecting its rights hereunder including, but not limited to, reasonable attorney’s fees and expenses incurred in any and all judicial, bankruptcy, reorganization, administrative, receivership, or other proceedings.

444

4. If any default occurs under the Lease and Franchisee fails to cure such default prior to the

expiration of any applicable notice and cure periods then Franchisee expressly agrees that, in DBI’s sole discretion, such a default shall also be considered a non-cureable default under any/all other agreements between Franchisee, its parents, subsidiaries and/or affiliates and DBI, its parents, subsidiaries and/or affiliates. Such other agreements may include, but are not limited to franchise agreement(s), lease(s), sublease(s), and loan agreement(s). 5. All notices, including payment of the Lease Guarantee Fee, shall be made to Dunkin’ Brands, Inc. at 130 Royall Street, Canton, Massachusetts 02021, Attention: Legal Department. IN WITNESS WHEREOF, THE PARTIES HERETO HAVE HEREUNDER SET THEIR HANDS AND SEALS THE DAY AND YEAR FIRST ABOVE WRITTEN. FRANCHISEE [ENTITY] ____________________________________ By: ______________________________ Its: ______________________________ ____________________________________ ______________________, individually ____________________________________ ______________________, individually ____________________________________ ______________________, individually ____________________________________ ______________________, individually DUNKIN’ BRANDS, INC. ____________________________________ By: ______________________________ Its: ______________________________

445

EXHIBIT A GUARANTEE

446

EXHIBIT B PERSONAL GUARANTEE

The UNDERSIGNED, waiving demand and notice hereby, jointly and severally, unconditionally guarantee the performance of all duties and obligations of ________________________________________ _____________________________________________ under this Agreement, and personally agree that the Agreement shall be binding on each of the individuals listed below personally, as if each was a signatory to the Agreement. Signed, sealed and delivered in the presence of: _____________________________________ Witness ____________________________, Individually _____________________________________ Witness ____________________________, Individually _____________________________________ Witness ____________________________, Individually _____________________________________ Witness ____________________________, Individually

447

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

448

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 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:_______________________________

449

v102318 3/2020 PC#(s): _____________________________________

STORE ENHANCEMENT AGREEMENT

This Store Enhancement Agreement (the “Agreement”), dated ___________________, 201_, is made by and between: DUNKIN' DONUTS FRANCHISING LLC, [[and BASKIN-ROBBINS FRANCHISING, LLC, each]] a Delaware limited liability company with a principal place of business at 130 Royall Street, Canton, Massachusetts 02021 ([[collectively]] "we,” “our” and “us”), and the Franchisee of each of the following Dunkin’ and/or Dunkin’ /Baskin-Robbins restaurants:

Franchisee Entity Restaurant Address Date of Franchise Agreement

(collectively “you, “your” or “Franchisee”). We and you are sometimes referred to as “the Parties” for the sake of convenience.

RECITALS


AGREEMENT

1. Enhancement Activity; Term; Grant of Development Rights in Store Development Area; Limited Exclusive Enhancement Area.

1.1 You hereby accept the obligation to undertake and complete: (a) the specified enhancement activity with regard to your existing Dunkin’ (or Dunkin’/Baskin-Robbins combination) restaurants listed on Exhibit “A” (each such activity is referred to in this Agreement as an “Enhancement Activity”, and each such existing restaurant is referred to as an “Existing Restaurant”); and, if applicable, (b) to develop and open one or more Dunkin’ (or Dunkin’/Baskin-Robbins combination) restaurants within your store development area (“Store Development Area”) described in Exhibit B. The required number of Restaurants and the development schedule (“Development Schedule”) are also set forth in Exhibit B. Each such new restaurant to be developed is referred to as a “New Restaurant.”

1.2 The Term of this Agreement will expire on the date stated in Exhibit A, unless terminated earlier pursuant to the provisions of this Agreement or by operation of law.

1.3 During the Term of this Agreement, if you timely perform each of your obligations under this Agreement (and further provided that you meet the then-current Dunkin’ Criteria to Expand if this Agreement requires you to develop a new Restaurant or add the Baskin-Robbins brand), we agree not to develop, or to approve other Dunkin’ franchisees to develop, additional Dunkin’ restaurants in the Limited Exclusive Enhancement Area set forth in Exhibit C, subject to the limitations set out in this Agreement, including those in Sections 5, 7, and 8 below. You acknowledge and agree that the Enhancement Activities are important to us, and that our commitment with regard to limiting development by us or other Dunkin’ franchisees within the Limited Exclusive Enhancement Area is in consideration of, and subject to, your timely and full performance under this Agreement.

2. Enhancement Fees; Initial Franchise Fees for Development.

2.1 You agree to pay us an Enhancement Fee of Ten Thousand Dollars ($10,000.00) for each Enhancement Activity set forth on Exhibit A of this Agreement. You agree to pay us the Enhancement Fee on the date you execute this Agreement.

450

2.2 In addition, you agree to pay us an Initial Franchise Fee (“IFF”) for each New Restaurant that you are required to develop, and for the required addition of the Baskin-Robbins brand to an Existing Restaurant, under this Agreement (each, as applicable). The IFF shall be payable in the amounts and at the times stated in Exhibit B for each New Restaurant. We have the right to require that you will make all payments to us by electronic fund transfer (“EFT”), and you agree to provide us with the 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.

2.3 With regard to the Enhancement Fees (but not the IFF), for each Enhancement Activity that you timely and fully perform by the original Required Enhancement Date as set forth in Exhibit A, we will refund the $10,000 Enhancement Fee to you within thirty (30) days after you complete that Enhancement Activity.

3. Required Enhancements; Development and Opening Requirements

3.1 You agree to timely and fully complete each Enhancement Activity by the Required Enhancement Date set forth in Exhibit A, all in accordance with our brand standards and specifications. You agree to timely secure any required permits and any required real estate for each such Existing Restaurant, through purchase or binding lease, and to complete the Enhancement Activity and to re-open the Restaurant (if we require the Restaurant to close to complete the Enhancement Activity) by the “Required Enhancement Date” as specified in Exhibit A. TIME IS OF THE ESSENCE in performing all of your obligations. You must obtain any required permits or license with respect to each Enhancement Activity, and you must construct and equip the Existing Restaurant to our then-current standards and specifications, all in accordance with all applicable law.

3.2 For the development of a New Restaurant (if applicable) under this Agreement, 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 New Restaurant. You will secure the real estate for each such New Restaurant, through purchase or binding lease, by the “Required Control Date,” and open each New Restaurant by its “Required Opening Date,” all as specified in the Development Schedule in Exhibit B. TIME IS OF THE ESSENCE in performing these obligations. Each proposed New Restaurant location is subject to our prior written approval. 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 New Restaurant must be constructed and equipped to our then-current standards and specifications. Before opening each New Restaurant, you agree to 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 New Restaurant has been borrowed (“Permitted Financing”).

3.3 Franchise Agreement and Ownership Requirements. For any Enhancement Activity for an Existing Restaurant and for any addition of a Baskin-Robbins to an Existing Restaurant, you must have a valid Franchise Agreement for such restaurant. For the development of a New Restaurant, you must execute our then-current form of franchise agreement (and all ancillary documents) prior to the date you commence construction of the New Restaurant. We entered into this Agreement based on your qualifications and your agreement that you and any entity organized by you to execute a Franchise Agreement shall provide that its 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 (or to be entered into in connection with the development of a New Restaurant under this Agreement), any such proposal is subject to our prior written approval.

4. Source of Bakery Products. For any New Restaurant that you develop under this Agreement, you must secure a source for your bakery products that we have approved in writing.

5. Exceptions to Limited Exclusive Enhancement Area and the Store Development Area.

5.1 Special distribution opportunities may arise within the Limited Exclusive Enhancement Area and/or the Store Development Area (if applicable) that may or may not be available to you. Examples include 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 inside the Limited Exclusive Enhancement Area and the Store Development Area. In addition, if there are restaurants operated by other Dunkin’ and/or Baskin-Robbins franchisees in the Limited Exclusive

451

Enhancement Area or 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 with respect to restaurants. This Agreement does not confer, and you will have no other rights to the use, enjoyment or benefit of the Dunkin’ and/or Baskin-Robbins names or trademarks. In addition, we retain the complete right to distribute Dunkin’ and/or Baskin-Robbins products and services of every kind and nature through any channel of distribution. This includes, without limitation, the distribution and use or sale of Dunkin’ - trademarked and/or Baskin-Robbins-trademarked products in a hotel room, an office or a supermarket (as distinguished from a Dunkin’ and/or Baskin-Robbins restaurant inside a supermarket).

5.2 Although gas/convenience locations are expressly excluded from development (if applicable) under this Agreement, if you propose and we approve a New Restaurant in a gas/convenience location within the Store Development Area, we will consider the development of such location to satisfy one of the New Restaurants you are required to develop pursuant to the Development Schedule, provided that: (a) we determine the proposal will result in a New Restaurant that meets certain minimum then-current menu and design criteria and that opens by the applicable Required Opening Date in this Agreement; and (b) Initial Franchise Fees applicable under the Development Schedule are applied or paid regardless of the length of lease term (and any corresponding franchise term) you secure.

6. 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-Robbins Systems to anyone. “Confidential Information” means information that is not generally available to the public.

7. Suspension of Development Rights; Default and Termination. We may terminate this Agreement if: (a) you default on a monetary obligation to us under this Agreement or any Franchise Agreement, Store Development Agreement or lease with 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 or any Franchise Agreement, Store Development Agreement, lease or this Agreement with us 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 or any Store Development Agreement. If we terminate this Agreement, then we may retain all Enhancement Fees paid and any Initial Franchise Fees paid (as set forth in Exhibits A and B), without reduction or offset, even if you or complete the Enhancement Activity for Existing Restaurants or open any or all of the New Restaurants.

7.1 Notwithstanding anything to the contrary, if at any time you do not meet the timelines set forth on Exhibit A or (if applicable) Exhibit B (or if at any time you do not meet our then-current Criteria to Expand in connection with any required Development or the addition of the Baskin-Robbins brand), we may suspend your right to develop (or to add the Baskin-Robbins brand) under this Agreement by a written notice to you, and your limited exclusivity in the Limited Exclusive Enhancement Area shall be of no further force and effect as of the date of such written notice to you. Any suspension of your right to develop in the Store Development Area under this Agreement will be in effect until you are not in default and meet the Criteria to Expand, and any such suspension will not alter your Development Schedule as set forth in Exhibit B unless we, in our sole discretion, grant an extension in writing.

8. Transfer

8.1 This Agreement inures to the benefit of our successors and assigns, and we may assign our rights and/or obligations 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.

8.2 This Agreement is transferrable by you only in connection with our approved transfer of all of the underlying Franchise Agreement(s) to which the Enhancement Activities apply, and further subject to each of the following:

(a) if we approve the proposed transfer of your rights and obligations under this Agreement, then at the time of transfer, you (and all of the parties that hold an interest in you) must at the closing of the transfer of the Existing Restaurants execute a general release of us in our standard form, pay us a Transfer Fee of Ten Thousand Dollars ($10,000), and satisfy any and all transfer obligations under the underlying Franchise Agreement(s). In lieu of the Transfer Fee, we will only charge our then-current Fixed Documentation Fee for the transfer of this Agreement if the original signatories to this Agreement retain more than fifty percent (50%) of the shares after the

452

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; and (b) we have a right of first refusal for any proposed transfer of this Agreement. You agree to provide us with a copy of any agreement (and any amendment to the agreement) for the proposed transfer, and that 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 (and further subject to the provisions governing a right of first refusal in the underlying Franchise Agreements). If we do so, you still are obligated to pay a Transfer Fee. (c) In the event of a proposed transfer of less than all of the underlying Franchise Agreement(s) to which the Enhancement Activities apply, then (among other applicable requirements pertaining to the proposed transfer) we reserve the right to reduce or eliminate your Limited Exclusive Enhancement Area and your Store Development Area, or to terminate this Agreement and retain or refund the Enhancement Fee payments and IFF as we determine. In making our determination, we have the right to consider, among other things, the Enhancement or Development activities that have been completed and those that remain to be completed, and the development rights (if any) of the transferor and transferee post-transfer.


9.1. Waiver of Rights: The parties to this Agreement 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 or any other rights granted in this Agreement. 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.

9.2. Arbitration: Either party, 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 Restaurant(s) is located. Any claim or counterclaim arising out of this Agreement must be brought within two (2) years after discovery of facts giving rise to the claim.

9.3. Scope of Arbitration: Disputes concerning the validity or scope of this Section 9, 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 9 shall continue in full force and effect subsequent to any expiration or termination of this Agreement.

9.4. Appeals: Either party 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 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. The parties to this Agreement each hereby waive (to the fullest extent of the law) the right to trial by jury, the right to collect punitive damages, and the right to bring a collective or class action.

9.5 Choice of Law. The Federal Arbitration Act shall govern, excluding all state arbitration law. Massachusetts law shall exclusively govern all other issues arising under this Agreement. Nothing in this Section 9.5 is intended by the parties to invoke the application of any franchise, business opportunity, antitrust, implied covenant, unfair competition, fiduciary, and/or other doctrine of law of the Massachusetts (or any other state) that would not apply without the words of this Section 9.5. You will pay us all costs and expenses, including attorneys’ fees incurred by us in successfully enforcing (which includes achieving a settlement) any provisions of this Agreement.

453

10. Miscellaneous.

10.1. 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 “Baskin-Robbins” name and trademarks is granted in the applicable Franchise Agreement you have signed or 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.

10.2. If this Agreement relates to one or more combination Dunkin’ / Baskin-Robbins restaurants, then: (a) both Dunkin' Donuts Franchising LLC and Baskin-Robbins Franchising LLC will be parties to this Agreement; (b) references in this Agreement to the franchisor of those concepts (using the terms "we,” “our” and “us”) may be to either DDF or BRF (or both), as the context requires; and (c) we may exercise our rights, and fulfill our obligations, under this Agreement through either Dunkin' Donuts Franchising LLC and/or Baskin-Robbins Franchising LLC, as we deem appropriate.

10.3 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 may be executed in multiple counter-parts, by facsimile, as a PDF attachment to an e-mail, or otherwise. This Agreement may only be modified by the parties in writing.

10.4. All notices shall be sent by nationally recognized overnight courier or certified mail 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.”

10.5. 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 locations we approve will achieve a certain level of sales or be profitable; that any Enhancement Activity will be approved for required permits or licenses; or that any such Enhancement Activity will result in an increase in sales or positively impact your profitability. 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 any or all of the required New Restaurants. By your signature below, you acknowledge that you have entered into this Agreement after making an independent investigation of the Dunkin’ System (and Baskin-Robbins System, if applicable), and the Store Development Area.

(The remainder of this page is intentionally left blank)

454


YOU ACKNOWLEDGE SECTION 9.1 OF THIS AGREEMENT, WHICH PROVIDES FOR YORU EXPRESS WAIVER OF RIGHTS TO A JURY TRIAL, TO PARTICIPATE IN CLASS ACTION LAWSUITS, TO OBTAIN PUNITIVE, MULTIPLE OR EXEMPLARY DAMAGES.

ATTEST/WITNESS: (Franchisee) [insert corp., LLC or partnership]

_________________________________________

_________________________________________

DUNKIN' DONUTS FRANCHISING LLC [[BASKIN-ROBBINS FRANCHISING LLC]]

By: _________________________________________

455

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 of ___________. Waiving demand and notice, the undersigned hereby, jointly and severally, personally guarantee the full payment of money obligations to Dunkin’ Donuts Franchising LLC (“we” or “our” (as well as our parents or affiliates) and the performance of all of Franchisee’s other obligations under this Store Enhancement 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 Franchisee’s money obligations to us under the Store Enhancement Agreement; (b) modify, with Franchisee’s consent, any of Franchisee’s obligations under the Store Enhancement Agreement; and/or (c) settle, waive or compromise any claim that we have against Franchisee and/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. _______________________________________ _____________________________________________


_______________________________________ _____________________________________




456

EXHIBIT A

I. Enhancement Activity Schedule: Existing Restaurant

Profit Center # Enhancement Activity Required Enhancement Date

1 ____________ ________________________ _______________________ 2 ____________ ________________________ _______________________ 3 ____________ ________________________ _______________________ 4 ____________ ________________________ _______________________ 5 ____________ ________________________ _______________________ 6 ____________ ________________________ _______________________ 7 ____________ ________________________ _______________________ 8 ____________ ________________________ _______________________ The relocation of a Restaurant may require the purchase of up to twenty (20) years of franchise term at then-current rates. II. Enhancement Fees: # of Existing Restaurants X Enhancement Fee Per Existing Restaurant = Total Enhancement Fees Due

(upon execution) ____________ $10,000 per Existing Restaurant = _______________________ III. Term: The term of this Agreement shall expire on _______________ (unless earlier terminated in accordance with the terms and conditions of this Agreement).

Initials:

______

______

457

EXHIBIT B I. Development Schedule: New Restaurant

Years of Franchise Term Required Control Date Required Opening Date

1 _____________________ __________________ _______________________

2 _____________________ __________________ _______________________

3 _____________________ __________________ _______________________

4 _____________________ __________________ _______________________

5 _____________________ __________________ _______________________

6 _____________________ __________________ _______________________

7 _____________________ __________________ _______________________

8 _____________________ __________________ _______________________

II. Initial Franchise Fees: # of New Restaurants ____ X IFF Per New Restaurant _________ Total IFF Due $________________ Less Discount (including those in effect as of the date this Agreement for Development in Select Markets), if applicable ________________ IFF Deposit due upon Execution of this Agreement $________________ 2nd IFF Payment Due ___________ $________________ 3rd IFF Payment Due ___________ $________________

III. For each New Restaurant developed hereunder or if a Baskin-Robbins is added to an Existing Restaurant, you will sign our then-current version of the applicable Franchise Agreement(s).

IV. Continuing Fees: The following fees shall apply for each New Restaurant that is developed, or if a Baskin-Robbins is added to an Existing Restaurant, hereunder:





V. Addenda [ ] __________________________________________________

VI. Definition of the Store Development Area

[INSERT AREA(s) HERE]

Initials:

______

______

458

EXHIBIT C

DEFINITION OF LIMITED EXCLUSIVE ENHANCEMENT AREA

Initials:

______

______

459




FRANCHISEE:





460

Appendix I-A- Agents for Service of Process

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, CA 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 Ave, 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 Div., Securities Compliance Branch 335 Merchant Street, Room 205 Honolulu, Hawaii 96813 (808) 586-2722

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

ILLINOIS Attorney General 500 South Second Street Springfield, IL 62701 (217) 782-4465

SOUTH DAKOTA Division of Insurance Director of the Securities Regulation 124 South Euclid Avenue, Suite 104 Pierre, South Dakota 57501 (605) 773-3563

INDIANA Secretary of State, Franchise Section 302 West Washington, Room E-111 Indianapolis, Indiana 46204 (317) 232-6681

VIRGINIA Clerk of the State Corporation Commission 1300 East Main Street, 1st Floor Richmond, Virginia 23219 (804) 371-9733

MARYLAND

Maryland Securities Commissioner 200 St. Paul Place - 20th Floor Baltimore, MD 21202-2020 (410) 576-6360

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

MICHIGAN Michigan Attorney General Consumer Protection Division, Attn: Franchise Section 525 W. Ottawa Street G. Mennen Williams Building, 1st Floor Lansing, MI 48913 (517) 335-7567

NORTH DAKOTA North Dakota Securities Commissioner State Capitol 600 East Boulevard Avenue, Fifth Floor Bismarck, North Dakota 58505-0510 (701) 328-4712

The names and addresses of agents for additional states are available upon request.

461

Appendix I-B- List of State Administrators

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 Div., 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

462

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

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.

Dunkin’ Brands 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.

463

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

464

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 North Dakota • Schedule ND Franchise 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

465

March 2020

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.

466

VMarch 2020

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:

467

VMarch 2020

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.

468

(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

469

VMarch 2020

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.

470

SCHEDULE “MN” VMarch 2020

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: _____________________________________

471

VMarch 2020

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: ________________________________________

472

VMarch2020 SCHEDULE “ND” North Dakota Franchise Agreement Amendment

In recognition of the requirements of the North Dakota Franchise Investment Law, N.D. Cent. Code, §§

51-19-01 through 51-19-17, and the policies of the office of the State of North Dakota Securities Commission, the parties to the attached Dunkin’ Donuts Franchising LLC and/or Baskin-Robbin Franchising LLC Franchise Agreement (the "Agreement") agree as follows:

1. The Agreement shall be amended by the addition of the following Section 16.8:

16.8. The parties acknowledge and agree that they have been advised that the North Dakota Securities Commissioner has determined the following agreement provisions are unfair, unjust or inequitable to North Dakota franchisees:

A. Restrictive Covenants: Any provision which discloses the existence of covenants restricting competition contrary to Section 9-08-06, N.D.C.C., without further disclosing that such covenants will be subject to this statute.

B. Situs of Arbitration Proceedings: Any provision requiring that the parties must agree to arbitrate disputes at a location that is remote from the site of the franchisee's business.

C. Restriction on Forum: Any provision requiring North Dakota franchisees to consent to the jurisdiction of courts outside of North Dakota.

D. Liquidated Damages and Termination Penalties: Any provision requiring North Dakota franchisees to consent to liquidated damages or termination penalties.

E. Applicable Laws: Any provision which specifies that any claims arising under the North Dakota franchise law will be governed by the laws of a state other than North Dakota.

F. Waiver of Trial by Jury: Any provision requiring North Dakota franchisees to consent to the waiver of a trial by jury.

G. Waiver of Exemplary and Punitive Damages: Any provision requiring North Dakota franchisees to consent to a waiver of exemplary and punitive damages.

H. General Release: Any provision requiring North Dakota franchisees to execute a general release of claims as a condition of renewal or transfer of a franchise.

I. Limitation on Claims. Requiring North Dakota franchisees to consent to a limitation on when claims may be brought.

2. Each provision of this Amendment is effective only to the extent, with respect to such provision, that the jurisdictional requirements of the North Dakota Franchise Investment Law are met independently without reference to this Amendment. IN WITNESS WHEREOF, the parties have signed this North Dakota Amendment to the Franchise Agreement on the same date as the Franchise Agreement was executed.

FRANCHISOR FRANCHISEE ________________________________

___________________________________________

473

VMarch 2020 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: _________________________________

_____________________________________

474

VMarch 2020 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:

______________________________________

__________________________________________

475

Appendix IV

Table of Contents for Dunkin’ Encyclopedia Table of Contents for Dunkin’ Equipment Care Guide

Table of Contents for Dunkin’ Food Safety System Manual

476

Dunkin' Donuts® Encyclopedia

January 30, 2020

477

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

TO ANY INDIVIDUALS EXCEPT DUNKIN’ BRANDS EMPLOYEES, DUNKIN’

DONUTS AND BASKIN-ROBBINS FRANCHISEES (INCLUDING

AUTHORIZED INTERNATIONAL LICENSEES) OR THE AUTHORIZED

MANAGERS OF SUCH FRANCHISEES IN CONNECTION WITH THEIR

OPERATION OF ONE OR MORE DUNKIN’ DONUTS OR BASKIN-ROBBINS

RESTAURANTS. ANY UNAUTHORIZED COPYING, SHARING OR

DISTRIBUTION IS STRICTLY PROHIBITED, AND CONSTITUTES A

VIOLATION OF THE FRANCHISE AGREEMENT.

IN ORDER TO PROTECT THESE CONFIDENTIAL AND PROPRIETARY

MATERIALS, IT IS IMPORTANT THAT YOU PROMPTLY NOTIFY THE

DUNKIN’ BRANDS TRAINING DEPARTMENT IF ANYONE IN YOUR

ORGANIZATION WHO HAD ACCESS TO OPS SOURCE THROUGH ON-

LINE UNIVERSITY OR FRANCHISEE CENTRAL HAS LEFT YOUR

ORGANIZATION, OR IF YOU BELIEVE THE CONFIDENTIALITY OR

SECURITY OF YOUR USERNAME OR PASSWORD MAY HAVE BEEN

COMPROMISED.

THESE MANUALS, AND ANY UPDATES OR OTHER DOCUMENTS MADE

AVAILABLE TO FRANCHISEES, CONTAIN STANDARDS OF THE DUNKIN’

DONUTS AND BASKIN-ROBBINS SYSTEMS AS OF THE DATE STATED TO

BE THE “LATEST UPDATE” ON THE HOME PAGE OF “OPS SOURCE”.

THIS SITE WILL BE UPDATED AS STANDARDS AND MANUALS CHANGE.

IT IS THE FRANCHISEE’S OBLIGATION TO ENSURE THAT ANY

ADDITIONS, DELETIONS AND CHANGES OF ANY KIND TO THE

STANDARDS ARE INCORPORATED INTO THE FRANCHISEE’S

OPERATIONS OF THE RESTAURANTS.

478

Table of Contents January 30, 2020 3

Table of Contents

Page

Non-Dairy (Almond Milk) .................................................................................................. 16

Non-Dairy (Almond Milk): Overview .............................................................................. 16

Non-Dairy (Almond Milk): Product Preparation ............................................................. 17

Cappuccino ..................................................................................................................... 18

Cappuccino: Overview ................................................................................................. 18

Receiving and Storage ................................................................................................. 19

Cappuccino: Prepare and Serve .................................................................................. 19

Cappuccino: Recommended Quality Check ................................................................. 24

Cold Brew Coffee ............................................................................................................ 24

Cold Brew Coffee: Overview ........................................................................................ 25


Cold Brew Coffee: Steeping, Draining, and Preparing Cold Brew Coffee (1/4 Batch) ... 26

Cold Brew Coffee: Steeping, Draining, and Preparing Cold Brew Coffee (Half/Full Batches) ....................................................................................................................... 29

Cold Brew Coffee: Serve .............................................................................................. 33

Cold Brew Coffee: Recommended Quality Check ........................................................ 37

Cup Marking .................................................................................................................... 38

Cup Marking: Overview ................................................................................................ 38

Cup Marking: Mark Cup ............................................................................................... 40

Dunkaccino® .................................................................................................................... 41

Dunkaccino®: Overview ................................................................................................ 41


Dunkaccino®: Prepare and Serve ................................................................................. 42

Prepare BOX O' HOT CHOCOLATE/Hot Winter Beverage (For 5 hopper machines only) ..................................................................................................................................... 45

Dunkaccino®: Recommended Quality Check ................................................................ 47

Dunkin' Donuts® K-Cup® .................................................................................................. 48

Dunkin' Donuts® K-Cup®: Overview .............................................................................. 49


Dunkin' Donuts® K-Cup®: Merchandising ...................................................................... 51

Dunkin' Donuts® K-Cup®: Keurig® Brewers ................................................................... 53

Dunkin' Energy Punch ..................................................................................................... 61

Dunkin' Energy Punch: Overview ................................................................................. 61


479

4 January 30, 2020 Table of Contents

Dunkin' Energy Punch: Prepare and Serve .................................................................. 62

Espresso ......................................................................................................................... 64

Espresso: Overview ..................................................................................................... 64


Espresso: Prepare and Serve ...................................................................................... 65

Espresso: Recommended Quality Check ..................................................................... 68

Hot Americano................................................................................................................. 69

Hot Americano: Overview ............................................................................................. 69


Hot Americano: Prepare and Serve .............................................................................. 70

Hot Americano: Recommended Quality Check ............................................................. 74

Hot Coffee ....................................................................................................................... 75

Hot Coffee: Overview ................................................................................................... 75


Hot Coffee: Grind and Brew: Carafe Brewers ............................................................... 76

Hot Coffee: Grind and Brew: High-Volume Brewing Station ......................................... 79

Hot Coffee: Prepare and Serve Hot Coffee................................................................... 82

Hot Coffee: Prepare BOX O' JOE® ............................................................................... 87

Hot Coffee: Recommended Quality Check ................................................................... 89

Hot Tea ........................................................................................................................... 90

Hot Tea: Overview ....................................................................................................... 90


Hot Tea: Prepare and Serve ......................................................................................... 92

Hot Winter Beverages ..................................................................................................... 95

Hot Winter Beverages: Overview .................................................................................. 95


Hot Chocolate: Prepare and Serve ............................................................................... 96

Dunkaccino®: Prepare and Serve ................................................................................. 99

Hot Winter Beverages: Prepare BOX O' HOT CHOCOLATE/Hot Winter Beverage (For 5 hopper machines only) ............................................................................................... 102

Hot Winter Beverages: Recommended Quality Check................................................ 104

Iced Coffee .................................................................................................................... 105

Iced Coffee: Overview ................................................................................................ 106

Receiving and Storage ............................................................................................... 106

Iced Coffee: Grind and Brew: Carafe Brewers ............................................................ 107

Iced Coffee: Brew Original Blend, Dunkin' Decaf®, and Dark Roast: Bunn® IC3 Brewer ................................................................................................................................... 111

Iced Coffee: Brew Original Blend, Decaf, and Dark Roast: Bunn® IC3 DBC Infusion Series Brewer ............................................................................................................ 115

Iced Coffee: Prepare and Serve ................................................................................. 118

Iced Coffee: Prepare BOX O' JOE® ............................................................................ 122

Iced Coffee: Recommended Quality Check ................................................................ 125

Iced Tea ........................................................................................................................ 126

Iced Tea: Overview .................................................................................................... 126

480



Cut Lemons ................................................................................................................ 127

Clean Lemon Wedger After Each Use ........................................................................ 128

Iced Tea: Brew Iced Tea: BUNN® IC3 Iced Tea Brewer ............................................. 131

Iced Tea: Brew Iced Tea: Bunn® IC3 DBC Infusion Series Brewer .............................. 134

Iced Tea: Brew Iced Tea Using Carafe Brewer ........................................................... 138

Iced Tea: Prepare and Serve ..................................................................................... 141

Island Oasis® Frozen Beverages ................................................................................... 144

Island Oasis® Frozen Beverages: Overview ............................................................... 145


Island Oasis® Frozen Beverages: Prepare and Serve Frozen Coffee Without Swirl .... 146

Island Oasis® Frozen Beverages: Prepare and Serve Frozen Coffee With a Swirl ...... 149

Island Oasis® Frozen Beverages: Prepare and Serve Frozen Fun COOLATTA® ........ 151

Island Oasis® Frozen Beverages: Prepare and Serve Strawberry COOLATTA® ......... 153

Island Oasis® Frozen Beverages: Prepare and Serve Cosmic COOLATTA® with Syrup and Concentrate......................................................................................................... 155

Island Oasis® Frozen Beverages: Prepare and Serve Cosmic COOLATTA® with 2 Syrups ........................................................................................................................ 158

Island Oasis® Frozen Beverages: Prepare and Serve Vanilla Bean COOLATTA® ...... 160

Island Oasis® Frozen Beverages: Prepare and Serve Frozen Chocolate Beverages .. 162

Island Oasis® Frozen Beverages: Prepare and Serve Frozen Dunkaccino Beverages165

Island Oasis® Frozen Beverages: Prepare and Serve Frozen Vanilla Chai ................. 168

Island Oasis® Frozen Beverages: Recommended Quality Check ............................... 170

Island Oasis® Frozen Beverages: Island Oasis® Troubleshooting ............................... 171

Latte .............................................................................................................................. 171

Latte: Overview .......................................................................................................... 172


Latte: Prepare and Serve Original Hot Latte ............................................................... 173

Latte: Prepare and Serve Hot Swirl Latte ................................................................... 178

Latte: Prepare and Serve Café con Leche .................................................................. 183

Latte: Prepare and Serve Original Iced Latte .............................................................. 188

Latte: Prepare and Serve Iced Swirl Latte .................................................................. 192

Latte: Recommended Quality Check Hot Latte and Hot Swirl Latte ............................ 197

Latte: Recommended Quality Check Iced Latte and Iced Swirl Latte .......................... 198

Macchiato ...................................................................................................................... 199

Macchiato: Overview .................................................................................................. 200


Macchiato: Prepare and Serve Hot Swirl Macchiato ................................................... 201

Macchiato: Prepare and Serve Iced Swirl Macchiato .................................................. 207

Macchiato: Recommended Quality Check Hot Swirl Macchiato .................................. 212

Macchiato: Recommended Quality Check Iced Swirl Macchiato ................................. 212

481


Refill Travel Mugs .......................................................................................................... 213

Refill Travel Mugs: Overview ...................................................................................... 213

Refill Travel Mugs: Standards .................................................................................... 214

Refill Travel Mugs: Cold Mug Refills ........................................................................... 215

Refill Travel Mugs: Hot Mug Refills ............................................................................. 216

Taylor COOLATTA® ...................................................................................................... 217

Taylor COOLATTA®: Overview ................................................................................... 217


Taylor COOLATTA®: Prepare Neutral Base .............................................................. 219

Taylor COOLATTA®: Add Neutral Base to Hopper .................................................... 220

Taylor COOLATTA®: Prepare and Serve COOLATTA® with Pumpable Syrup or Pourable Concentrate ................................................................................................ 223

Taylor COOLATTA®: Prepare and Serve Cosmic COOLATTA®: Pumpable Syrup with Pourable Concentrate ................................................................................................ 225

Taylor COOLATTA®: Prepare and Serve Cosmic COOLATTA®: 2 Pumpable Syrups. 228

Taylor COOLATTA®: Prepare and Serve Vanilla Bean COOLATTA® ......................... 231

Taylor COOLATTA®: Recommended Quality Check ................................................... 234

Taylor COOLATTA®: Troubleshoot COOLATTA® Quality ........................................... 235

Vanilla Chai ................................................................................................................... 238

Vanilla Chai: Overview ............................................................................................... 238


Vanilla Chai: Prepare and Serve ................................................................................ 239

Vanilla Chai: Recommended Quality Check ............................................................... 242

Bagel Twists .................................................................................................................. 243

Bagel Twists: Overview .............................................................................................. 243


Bagel Twists: Thaw .................................................................................................... 244

Bagel Twists: Bake ..................................................................................................... 245

Bagel Twists: Merchandise......................................................................................... 248

Bagel Twists: Serve.................................................................................................... 249

Bagel Twists: Prepare Heated Bagel Twists (Optional) ............................................... 249

Bagel Twists: Troubleshoot Bagel Twist Quality ......................................................... 250

Bagels ........................................................................................................................... 254

Bagels: Overview ....................................................................................................... 254


Bagels: Thaw ............................................................................................................. 255

Bagels: Bake .............................................................................................................. 257

Bagels: Merchandise .................................................................................................. 258

Bagels: Serve ............................................................................................................. 260

Bagels: Prepare Bagel with Spread ............................................................................ 260

Bagels: Troubleshoot Bagel Quality ........................................................................... 263

Bananas ........................................................................................................................ 267

Bananas: Overview .................................................................................................... 267

Bananas: Handle and Store ....................................................................................... 268

482


Bananas: Merchandise............................................................................................... 269

Croissants ..................................................................................................................... 269

Croissants: Overview ................................................................................................. 270


Croissants: Bake ........................................................................................................ 271

Croissants: Merchandise ............................................................................................ 272

Croissants: Serve ....................................................................................................... 273

Croissants: Troubleshoot Croissant Quality ................................................................ 274

DD Soft Serve (Optional) ............................................................................................... 275

DD Soft Serve: Overview ........................................................................................... 276


DD Soft Serve: Thaw Soft Serve Mix .......................................................................... 278

DD Soft Serve: Opening Procedures .......................................................................... 279

DD Soft Serve: Prepare Soft Serve Cone ................................................................... 281

DD Soft Serve: Maintain Soft Serve Machine ............................................................. 282

DD Soft Serve: Prepare Extra Thick Shakes with Soft Serve—Vanilla........................ 285

DD Soft Serve: Prepare Extra Thick Shakes with Soft Serve—Chocolate .................. 286

DD Soft Serve: Prepare Extra Thick Shakes with Soft Serve—Coffee ........................ 288

DD Soft Serve: Prepare Soft Serve Mix-ins ................................................................ 289

DD Soft Serve: Soft Serve Machine Daily Closing Procedures ................................... 291

DD Soft Serve: Perform Quarterly Maintenance for Soft Serve Machine .................... 293

DD Soft Serve: Clean Soft Serve Machine Weekly ..................................................... 294

Donuts: In-Restaurant Finished ..................................................................................... 302

Donuts: In-Restaurant Finished: Overview ................................................................. 303


Donuts: Glazing (Belshaw Glazer) .............................................................................. 304

Donuts: Glazing (Manual) ........................................................................................... 306

Donuts: Cold Dipping ................................................................................................. 309

Donuts: Sugaring ....................................................................................................... 313

Donuts: Filling ............................................................................................................ 316

Donuts: Buttercreme Filling ........................................................................................ 319

Donuts: Frosting ......................................................................................................... 321

Donuts: Merchandising ............................................................................................... 327

Donuts: Serving.......................................................................................................... 329

Donuts: Troubleshoot Donut Quality ........................................................................... 329

Donuts: Just Baked ....................................................................................................... 334

Just Baked: Overview................................................................................................. 335


Just Baked: Thawing .................................................................................................. 336

Just Baked: Glazing (Belshaw Glazer) ....................................................................... 338

Just Baked: Glazing (Manual) .................................................................................... 340

483


Just Baked: Retherming ............................................................................................. 342

Just Baked: Cooling - Drying ...................................................................................... 343

Just Baked: Finishing ................................................................................................. 343

Just Baked: Merchandising ........................................................................................ 344

Just Baked: Troubleshoot Product Quality .................................................................. 344

Grab & Go ..................................................................................................................... 347

Grab & Go: Overview ................................................................................................. 348


Grab & Go: Coffee Cake ............................................................................................ 349

Grab & Go: MUNCHKINS® ......................................................................................... 355

Hash Browns ................................................................................................................. 357

Hash Browns: Overview ............................................................................................. 357


Hash Browns: Prep/Portion ........................................................................................ 358

Hash Browns: Prepare and Serve .............................................................................. 360

Kolaches ....................................................................................................................... 362

Kolaches: Overview ................................................................................................... 362


Kolaches: Prep and Thaw .......................................................................................... 363

Kolaches: Prepare and Serve ..................................................................................... 364

Muffins .......................................................................................................................... 365

Muffins: Overview ....................................................................................................... 366


Muffins: Bake ............................................................................................................. 367

Muffins: Merchandise ................................................................................................. 369

Muffins: Serve ............................................................................................................ 370

Muffins: Prepare Heated Muffins (Optional) ................................................................ 371

Muffins: Troubleshoot Muffin Quality .......................................................................... 372

Multi-Grain Brown Sugar Oatmeal ................................................................................. 376

Multi-Grain Brown Sugar Oatmeal: Overview ............................................................. 376


Multi-grain Brown Sugar Oatmeal: Prepare and Serve ............................................... 378

Oranges ........................................................................................................................ 379

Oranges: Overview .................................................................................................... 379

Oranges: Handle and Store ........................................................................................ 380

Oranges: Merchandise ............................................................................................... 381

Prepare Heated Bakery Items (Optional) ....................................................................... 381

Prepare Heated Bakery Items: Overview .................................................................... 381

Prepare Heated Bakery Items: Bagel Twists .............................................................. 382

Prepare Heated Bakery Items: Muffins ....................................................................... 383

Prepare Heated Bakery Items: Danish ....................................................................... 384

Prepare Heated Bakery Items: Coffee Rolls ............................................................... 385

Sandwiches ................................................................................................................... 387

484


Sandwiches: Overview ............................................................................................... 387


Prep, Thaw, and Portion Sandwich Fillers .................................................................. 388

Prep, Thaw, and Portion Bread Carriers ..................................................................... 394

Batch Cook for Hot Holding: Moist Heat ..................................................................... 396

Batch Cook for Hot Holding: Crisp Heat ..................................................................... 397

Sandwiches: Prepare and Serve Big N' Toasted® Sandwiches .................................. 399

Sandwiches: Prepare and Serve Breakfast Sandwiches ............................................ 402

Sandwiches: Prepare and Serve Chicken Bacon Sandwiches ................................... 408

Sandwiches: Prepare and Serve Turkey Sausage Sandwiches ................................. 410

Sandwiches: Prepare and Serve Veggie Egg White Omelet Sandwiches ................... 412

Sandwiches: Prepare and Serve Wake-Up Wraps ..................................................... 414

Dress Code and Appearance ........................................................................................ 418

Dress Code and Appearance: Overview ..................................................................... 418

Dress Code and Appearance: Dress Code Standards for Franchisees and Managers ................................................................................................................................... 418

Dress Code and Appearance: Dress Code Standards for Crew Members .................. 420

Dress Code and Appearance: Appearance Standards ............................................... 422

The 6 Steps of Service .................................................................................................. 423

The 6 Steps of Service: Overview .............................................................................. 423

The 6 Steps of Service: Step 1 - Greet the Guest ....................................................... 425

The 6 Steps of Service: Step 2 - Take the Order ........................................................ 426

The 6 Steps of Service: Step 3 - Collect Payment ...................................................... 427

The 6 Steps of Service: Step 4 - Prepare the Order ................................................... 428

The 6 Steps of Service: Step 5 - Deliver the Order/Confirm the Order ........................ 430

The 6 Steps of Service: Step 6 - Thank Guest ........................................................... 431

Cash Management Recommendations .......................................................................... 432

Cash Management Recommendations: Overview ...................................................... 432

Cash Management Recommendations: Foundations of Cash Management .............. 433

Cash Management Recommendations: Verifying Safe Funds .................................... 441

Cash Management Recommendations: Cashier – Start of Shift ................................. 442

Cash Management Recommendations: Coin Dispenser ............................................ 443

Cash Management Recommendations: Monitoring and Coaching Cashiers .............. 444

Cash Management Recommendations: Maintaining Cash Drawer Accountability ...... 444

Cash Management Recommendations: Retaining Accountability During a Cashier Break ................................................................................................................................... 445

Cash Management Recommendations: Coupons ...................................................... 445

Cash Management Recommendations: Discounts ..................................................... 446

Cash Management Recommendations: Making - Getting Change for Cashiers.......... 447

Cash Management Recommendations: Conducting Cash Drawer Pickups ................ 448

Cash Management Recommendations: Document Paid Outs and Paid Ins................ 448

485


Cash Management Recommendations: End of Shift .................................................. 449

Cash Management Recommendations: Final Pickup - Settling Shift on POS ............. 451

Cash Management Recommendations: Managing Variances .................................... 451

Cash Management Recommendations: End of Day ................................................... 452

Cash Management Recommendations: Reports ........................................................ 454

Cash Management Recommendations: Bank Deposits .............................................. 455

Cash Management Recommendations: Reducing Opportunity for Theft of Cash ....... 457

Forecasting Recommendations ..................................................................................... 458

Forecasting Recommendations: Overview ................................................................. 459

Forecasting Recommendations: Maintaining Sales History ........................................ 459

Forecasting Recommendations: Sales Volume and Guest Counts ............................. 459

Inventory Management .................................................................................................. 461

Inventory Management: Overview .............................................................................. 462

Inventory Management: Inventory Fundamentals ....................................................... 464

Inventory Management: Ordering, Delivery, and Receiving ........................................ 466

Inventory Management: Determining Stock Levels ..................................................... 467

Inventory Management: Placing an Order .................................................................. 468

Inventory Management: Receiving an Order .............................................................. 470

Inventory Management: Storing an Order ................................................................... 473

Inventory Management: Use of First In, First Out (FIFO) ............................................ 476

Inventory Management: Performing Inventory Count .................................................. 477

Inventory Management: Begin Inventory Count in the Back Office Solution (Recommended) ........................................................................................................ 479

Inventory Management: Controlling Waste ................................................................. 481

Inventory Management: Transfers In and Out ............................................................ 484

Inventory Management: Prep Procedures .................................................................. 485

Inventory Management: Troubleshoot Inventory Count Variances .............................. 488

Sales Building Recommendations ................................................................................. 490

Sales Building Recommendations: Overview ............................................................. 490

Sales Building Recommendations: Managing Marketing Programs ............................ 491

Sales Building Recommendations: Local Marketing ................................................... 492

Sales Building Recommendations: Smart Sell/Selling ................................................ 494

Sales Building Recommendations: Sampling ............................................................. 495

Sales Building Recommendations: Merchandising ..................................................... 497

Sales Building Recommendations: Grab & Go Product Merchandisers ...................... 499

Sales Building Recommendations: Community Involvement ...................................... 499

Bakery Station ............................................................................................................... 501

In-Restaurant Bakery: Overview ................................................................................. 501

Set Up Bakery Station ................................................................................................ 502

Maintain Bakery Station ............................................................................................. 504

Break Down Bakery Station ........................................................................................ 505

Ware Washing Sink .................................................................................................... 509

Cleaning ..................................................................................................................... 510

486


Cleaning Tools ........................................................................................................... 512

Blodgett HV-100-ES Hydrovection Oven .................................................................... 513

Blodgett XR8-G Oven ................................................................................................. 524

Adamatic Ovens ......................................................................................................... 536

Baxter Mini Rack and BXA Full Rack Ovens .............................................................. 549

Baxter Advantage OV210 Full Rack Ovens ................................................................ 559

Espresso Station ........................................................................................................... 566

Espresso Station: Overview ....................................................................................... 567

Set Up Espresso Station ............................................................................................ 571

Maintaining Espresso Station During the Shift ............................................................ 572


Cleaning ..................................................................................................................... 576

Cleaning Tools ........................................................................................................... 577

Swirl Syrup Handling .................................................................................................. 579

Schaerer Ambiente Espresso Machine: Clean Machine Daily .................................... 581

Schaerer Ambiente Espresso Machine: Clean Steam Wand Daily ............................. 587

Schaerer Coffee Art Espresso Machine: Clean Machine Daily ................................... 592

Schaerer Coffee Art Espresso Machine: Clean Steam Wand Daily ............................ 598

Schaerer Barista Machine: Clean Machine Daily ........................................................ 603

Schaerer Coffee Art Touch Machine: Clean Machine Daily ........................................ 608

WMF Bistro Espresso Machine: Clean Machine Daily ................................................ 617

WMF Bistro Espresso Machine: Clean Steam Wand Daily ......................................... 628

WMF Bistro Espresso Machine: Clean and Fill Milk Container Every 72 Hr ................ 633

Hot Coffee Brewing and Dispensing Station .................................................................. 635

Hot Coffee Brewing and Dispensing: Overview .......................................................... 637

Set Up Carafe Coffee Brewing Station ....................................................................... 641

Set Up High-Volume Coffee Brewing Station ............................................................. 642

Maintain Hot Coffee Brewing Station .......................................................................... 643


Cleaning ..................................................................................................................... 649

BUNN® CWT Carafe Brewer: Clean Brewer Daily ...................................................... 650

Cleaning Tools ........................................................................................................... 654

BUNN® CDBC Carafe Brewer: Clean Brewer Daily .................................................... 656

BUNN® Axiom Carafe Brewer: Clean Brewer Daily .................................................... 660

Curtis® Alpha Carafe Brewer: Clean Brewer Daily ...................................................... 664

BUNN® BrewWISE High-Volume Brewer: Clean Brewer Daily ................................... 667

BUNN® G9 Grinder: Clean Grinder Daily .................................................................... 671

BUNN® G92 Grinder: Clean Grinder Daily .................................................................. 672

BUNN® G92 DBC Grinder: Clean Grinder Daily ......................................................... 673

BUNN® G9WD-RHDD Grinder: Clean Grinder Daily ................................................... 673

BUNN® Multi Hopper Grinder: Clean Grinder Daily .................................................... 676

487


Silver King SKBD3LS Dairy Dispenser: Clean Dispenser Exterior Daily ..................... 678

Silver King SKBD3LS Dairy Dispenser: Fill - Load Tanks ........................................... 680

SureShot® AC320-FP-7 Dairy Dispenser: Clean Dispenser Exterior Daily ................. 683

SureShot® AC320-FP-7 Dairy Dispenser: Fill - Load Tanks ........................................ 684

SureShot® AC320 or AC320FP Dairy Dispenser: Clean Dispenser Exterior Daily ...... 686

SureShot® AC320 Dairy Dispenser: Fill - Load Metal Tanks ....................................... 688

SureShot® AC320FP Dairy Dispenser: Fill - Load Tanks ............................................ 691

SureShot® AC220 Dairy Dispenser: Clean Dispenser Exterior Daily ........................... 695

SureShot® AC220 Dairy Dispenser: Fill - Load Tanks ................................................ 698

Taylor® Dairy Dispenser: Clean Dispenser Exterior Daily ........................................... 701

Taylor® Dairy Dispenser: Fill - Load Tanks ................................................................. 703

AC 2-GP Sugar Dispenser: Clean Dispenser Exterior Daily........................................ 707

SureShot® Sugar Dispenser: Clean Dispenser Exterior Daily ..................................... 708

SureShot® FlavorShot Dispenser: Clean Dispenser Exterior Daily .............................. 709

Taylor® FlavorShot Dispenser: Clean Dispenser Exterior Daily................................... 711

SureShot® 5 FlavorShot Dispenser: Clean Dispenser Exterior Daily ........................... 713

Flavor Shot Disposable Pumps Bottle Rack: Clean Rack Daily .................................. 715

Hot Winter Beverage Station ......................................................................................... 715

Hot Winter Beverage Station: Overview ..................................................................... 716

Set Up Hot Winter Beverage Station .......................................................................... 717

Maintain Hot Winter Beverage Dispenser Station During the Shift .............................. 718


Cleaning ..................................................................................................................... 721

Cleaning Tools ........................................................................................................... 722

BUNN® Hot Winter Beverage 3 Hopper Dispenser: Fill - Load Hoppers ..................... 724

BUNN® Hot Winter Beverage 3 Hopper Dispenser: Rinse Whipper Chambers Every 8 Hr ............................................................................................................................... 727

BUNN® Hot Winter Beverage 3 Hopper Dispenser: Clean Dispenser Exterior Daily ... 729

BUNN® Hot Winter Beverage 3 Hopper Dispenser: Clean Whipper Chambers Daily 730

BUNN® Hot Winter Beverage 3 Hopper Dispenser: Clean Hoppers and Cabinet Weekly ................................................................................................................................... 738


BUNN® Hot Winter Beverage 5 Hopper Dispenser: Rinse Whipper Chambers Every 8 Hr ............................................................................................................................... 749


BUNN® Hot Winter Beverage 5 Hopper Dispenser: Clean Whipper Chambers Daily .. 752

BUNN® Hot Winter Beverage 5 Hopper Dispenser: Clean Hoppers and Cabinet Weekly ................................................................................................................................... 760

Cecilware® Hot Winter Beverage 5 Hopper Dispenser: Fill - Load Hoppers ................ 768

Cecilware® Hot Winter Beverage 5 Hopper Dispenser: Rinse Whipper Chambers Every 8 Hr ............................................................................................................................ 772

Cecilware® Hot Winter Beverage 5 Hopper Dispenser: Clean Dispenser Exterior Daily ................................................................................................................................... 773

488


Cecilware® Hot Winter Beverage 5 Hopper Dispenser: Clean Whipper Chambers Daily ................................................................................................................................... 776

Cecilware® Hot Winter Beverage 5 Hopper Dispenser: Clean Hoppers and Cabinet Weekly ....................................................................................................................... 783

Island Oasis Beverage Station ...................................................................................... 789

Island Oasis® Beverage Station: Overview ................................................................. 790

Island Oasis® Beverage Station: Set Up Island Oasis Beverage Station .................... 791

Island Oasis® Beverage Station: Concentrate - Syrup Handling ................................. 792

Island Oasis® Beverage Station: Hot Winter Beverage Powder Storage and Handling ................................................................................................................................... 794

Island Oasis® Beverage Station: Maintain Island Oasis® Beverage Station During Shift ................................................................................................................................... 794

Island Oasis®: Verify Water Calibration Daily .............................................................. 795

Island Oasis®: Clean Smallwares Every 4 Hours ........................................................ 796


Cleaning ..................................................................................................................... 801

Cleaning Tools ........................................................................................................... 803

Island Oasis®: Clean Blender Daily ............................................................................ 805

Island Oasis®: Clean Blender Weekly ......................................................................... 816

Iced Coffee Brewing and Dispensing Station ................................................................. 826

Iced Coffee Brewing and Dispensing: Overview ......................................................... 826

Set Up Iced Coffee Brewing and Dispensing Station: BUNN® IC3 .............................. 827

Maintain Iced Coffee Station During the Shift ............................................................. 828


Cleaning ..................................................................................................................... 833

Cleaning Tools ........................................................................................................... 834

BUNN® IC3 Brewer: Clean Brewer Daily .................................................................... 836

BUNN® IC3 Brewer: Clean Shuttle and Housing Unit Daily ........................................ 839

BUNN® IC3 DBC Infusion Series Brewer: Clean Brewer Daily ................................... 840

BUNN® IC3 DBC Infusion Series Brewer: Clean Shuttle and Housing Unit Daily ....... 841

Iced Tea Brewing and Dispensing Station ..................................................................... 842

Iced Tea Brewing and Dispensing: Overview ............................................................. 843

Set Up Iced Tea Brewing and Dispensing Station ...................................................... 845

Maintain Iced Tea Station During the Shift ................................................................. 846

Cleaning ..................................................................................................................... 848

Cleaning Tools ........................................................................................................... 849

Cut Lemons ................................................................................................................ 851

Clean Lemon Wedger After Each Use ........................................................................ 852

BUNN® IC3 Brewer: Clean Brewer Daily .................................................................... 855

BUNN® IC3 Brewer: Clean Shuttle and Housing Unit Daily ........................................ 858

BUNN® IC3 DBC Infusion Series Brewer: Clean Brewer Daily ................................... 859

489


BUNN® IC3 DBC Infusion Series Brewer: Clean Shuttle and Housing Unit Daily ....... 860

In-Restaurant Finishing Station ..................................................................................... 861

Finishing Station: Overview ........................................................................................ 862

Set Up Finishing Station ............................................................................................. 862

Break Down Finishing Station .................................................................................... 866


Cleaning ..................................................................................................................... 869

Cleaning Tools ........................................................................................................... 871

Topping Handling ....................................................................................................... 872

In-Restaurant Merchandising ......................................................................................... 874

Merchandising: Overview ........................................................................................... 874

Stock Cold Beverage Coolers .................................................................................... 874

Pound of Coffee Displays ........................................................................................... 875

Merchandise Bananas................................................................................................ 879

Merchandise Oranges ................................................................................................ 880

Dunkin' Donuts® K-Cup®: Merchandising .................................................................... 881

Back Case Merchandising and Management ............................................................. 883

Just Baked Station ........................................................................................................ 889

Just Baked Station: Overview ..................................................................................... 890

Set Up Just Baked Work Stations ............................................................................... 895

Maintain Just Baked Stations ..................................................................................... 896

Break Down Just Baked Stations ............................................................................... 898


Cleaning ..................................................................................................................... 904

Cleaning Tools ........................................................................................................... 905

Topping Handling ....................................................................................................... 907

Sandwich Station ........................................................................................................... 908

Sandwich Station: Overview ....................................................................................... 909

Set Up Sandwich Station ............................................................................................ 915

Prep, Thaw, and Portion Sandwich Fillers .................................................................. 917

Prep, Thaw, and Portion Bread Carriers ..................................................................... 923

Hash Browns: Prep/Portion ........................................................................................ 925

Kolaches: Prep and Thaw .......................................................................................... 927

Start-Up: TurboChef (Tornado, Bullet, and Encore 2™) Ovens, Toasters, and Hot- holding Units .............................................................................................................. 928

Batch Cook for Hot Holding: Moist Heat ..................................................................... 929

Batch Cook for Hot Holding: Crisp Heat ..................................................................... 931


Cleaning Tools ........................................................................................................... 935

Cleaning ..................................................................................................................... 936

Clean Toaster, Bagel Saber, and Sandwich Station Refrigerator ................................ 938

TurboChef Bullet and Encore 2™ Ovens .................................................................... 940

TurboChef Tornado® Oven ......................................................................................... 947

490


Carter-Hoffmann Modular Holding Cabinets: MC212-DD, MC1W2S .......................... 953

Carter-Hoffmann Moist/Crisp Modular Holding Cabinet: MZ223S-2T .......................... 960

Carter-Hoffmann Moist/Crisp Modular (12-Bay) Holding Cabinets: M343S-DD (single- sided) and M343P-DDZ223S-2T (pass-through) ........................................................ 965

Prince Castle Modular Holding Cabinet: DHB2-20 Series........................................... 965

HATCO Glo-Ray Hot-Holding Unit .............................................................................. 969

HATCO Dual Conveyor Toaster ................................................................................. 974

Self-Serve Coffee Counter............................................................................................. 979

Self-Serve Coffee Counter: Overview ......................................................................... 980

Self-Serve Coffee Counter: Menu Options ................................................................. 980

Self-Serve Coffee Counter: Station Layouts ............................................................... 983

Taylor® COOLATTA® Station ......................................................................................... 986

Taylor® COOLATTA® Station: Overview ..................................................................... 986

Set Up Taylor® COOLATTA® Station .......................................................................... 987

Maintain Taylor® COOLATTA® Station ....................................................................... 988

COOLATTA® Concentrate - Syrup Handling ............................................................... 989

COOLATTA® Freezer: Clean Freezer Exterior Daily ................................................... 991

491

Equipment Care Guide

January 30, 2020

492

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.

493


Table of Contents

Page

AC 2-GP Sugar Dispenser...............................................................................................12

AC 2-GP Sugar Dispenser: Overview...........................................................................12

AC 2-GP Sugar Dispenser: Clean Dispenser Exterior Daily .........................................13

AC 2-GP Sugar Dispenser: Clean Dispenser Weekly...................................................15

AC 2-GP Sugar Dispenser: Check Weights Weekly .....................................................21

AC 2-GP Sugar Dispenser: Adjust Weights..................................................................25

AC 2-GP Sugar Dispenser: Adjust Volume...................................................................27

AC 2-GP Sugar Dispenser: Replace Sugar Tubes Every Month ..................................28

AC 2-GP Sugar Dispenser: Troubleshooting ................................................................31

Bagged Ice ......................................................................................................................33

Bagged Ice: Overview ..................................................................................................34

Bagged Ice: Set Up Ice Bagger ....................................................................................35

Bagged Ice: Bagging Ice .............................................................................................. 40

Bagged Ice: Defrost and Clean Ice Freezer..................................................................43

Bagged Ice: Clean Ice Bagger After Each Use.............................................................46

BUNN® Axiom Carafe Brewer..........................................................................................48

BUNN® Axiom Carafe Brewer: Overview......................................................................48

BUNN® Axiom Carafe Brewer: Clean Brewer Daily ......................................................50

BUNN® Axiom Carafe Brewer: Check Water Temperature Daily ..................................54

BUNN® Axiom Carafe Brewer: Adjust Water Temperature Setting ...............................57

BUNN® Axiom Carafe Brewer: Check Water Volume Daily ..........................................59

BUNN® Axiom Carafe Brewer: Delime Brewer Weekly*................................................62

BUNN® Axiom Carafe Brewer: Calibrate Spray Head...................................................65

BUNN® Axiom Carafe Brewer: Troubleshooting ...........................................................68

BUNN® Axiom Carafe Low Volume - Specialty Brewer ....................................................72

BUNN® Axiom Carafe Low Volume - Specialty Brewer: Overview ................................73

BUNN® Axiom Carafe Low Volume - Specialty Brewer: Clean Brewer Daily.................75

BUNN® Axiom Carafe Low Volume - Specialty Brewer: Check Water Temperature Daily.....................................................................................................................................79

BUNN® Axiom Carafe Low Volume - Specialty Brewer: Adjust Water TemperatureSetting..........................................................................................................................82

BUNN® Axiom Carafe Low Volume - Specialty Brewer: Check Water Volume Daily.....84

BUNN® Axiom Carafe Low Volume - Specialty Brewer: Delime Brewer Weekly*..........87

BUNN® Axiom Carafe Low Volume - Specialty Brewer: Calibrate Spray Head .............90

494


BUNN® Axiom Carafe Low Volume - Specialty Brewer: Troubleshooting .....................94

BUNN® G9 Grinder for Carafe Only.................................................................................97

BUNN® G9 Grinder for Carafe Only: Overview .............................................................98

BUNN® G9 Grinder for Carafe Only: Clean Grinder Daily .............................................98

BUNN® G9 Grinder for Carafe Only: Check Grind Size Daily .......................................99

BUNN® G9 Grinder for Carafe Only: Adjust Grind Size .............................................. 102

BUNN® G9 Grinder for Carafe Only: Check Grind Weight Daily ................................. 104

BUNN® G9 Grinder for Carafe Only: Adjust to Target Grind Weight ........................... 107

BUNN® G9 Grinder for Carafe Only: Clean Dechaffer/Burr Assembly Weekly ............ 109

BUNN® G9 Grinder for Carafe Only: Replace Dechaffer Spring ................................. 116

BUNN® G9 Grinder for Carafe Only: Troubleshooting ................................................ 117

BUNN® G92 DBC Grinder for Carafe Only..................................................................... 118

BUNN® G92 DBC Grinder for Carafe Only: Overview................................................. 119

BUNN® G92 DBC Grinder for Carafe Only: Clean Grinder Daily................................. 120

BUNN® G92 DBC Grinder for Carafe Only: Check Grind Size Daily ........................... 121

BUNN® G92 DBC Grinder for Carafe Only: Adjust to Target Grind Weight and Clean OutTime........................................................................................................................... 124

BUNN® G92 DBC Grinder for Carafe Only: Adjust Grind Size .................................... 126

BUNN® G92 DBC Grinder for Carafe Only: Check Grind Weight Daily ....................... 128

BUNN® G92 DBC Grinder for Carafe Only: Clean Dechaffer/Burr Assembly Weekly . 132

BUNN® G92 DBC Grinder for Carafe Only: Replace Dechaffer Spring ....................... 138

BUNN® G92 DBC Grinder for Carafe Only: Troubleshooting ...................................... 139

BUNN® G9WD-RHDD Grinder for Carafe Only.............................................................. 141

BUNN® G9WD-RHDD Grinder for Carafe Only: Overview.......................................... 142

BUNN® G9WD-RHDD Grinder for Carafe Only: Clean Grinder Daily.......................... 143

BUNN® G9WD-RHDD Grinder for Carafe Only: Check Grind Size Daily..................... 146

BUNN® G9WD-RHDD Grinder for Carafe Only: Adjust Grind Size ............................. 149

BUNN® G9WD-RHDD Grinder for Carafe Only: Check Grind Weight Daily ................ 151

BUNN® G9WD-RHDD Grinder for Carafe Only: Calibrate Grinder Scale Monthly....... 153

BUNN® G9WD-RHDD Grinder for Carafe Only: Clean Dechaffer/Burr Assembly Weekly................................................................................................................................... 157

BUNN® G9WD-RHDD Grinder for Carafe Only: Replace Dechaffer Spring ................ 165

BUNN® G9WD-RHDD Grinder for Carafe Only: Clean Hopper Monthly ..................... 166

BUNN® G9WD-RHDD Grinder for Carafe Only: Troubleshooting ............................... 168

BUNN® Multi Hopper Grinder for High Volume Brewer Only.......................................... 169

BUNN® Multi Hopper Grinder for High Volume Brewer Only: Overview ...................... 170

BUNN® Multi Hopper Grinder for High Volume Brewer Only: Clean Grinder Daily ...... 171

BUNN® Multi Hopper Grinder for High Volume Brewer Only: Clean Dechaffer BurrAssembly Weekly....................................................................................................... 173

BUNN® Multi Hopper Grinder for High Volume Brewer Only: Replace Dechaffer Spring(As Needed)............................................................................................................... 179

BUNN® Multi Hopper Grinder for High Volume Brewer Only: Check Grind Weight Bi-Weekly ....................................................................................................................... 180

495


BUNN® Multi Hopper Grinder for High Volume Brewer Only: Adjust to Target GrindWeight and Clean Out Time (As Needed) .................................................................. 184

BUNN® Multi Hopper Grinder for High Volume Brewer Only: Adjust Grind Size (AsNeeded) ..................................................................................................................... 186

BUNN®Multi Hopper Grinder for High Volume Brewer Only: Clean Hopper Monthly.. 187

BUNN® Multi Hopper Grinder for High Volume Brewer Only: Troubleshooting ........... 188

BUNN® Multi Hopper Grinder for Carafe Only................................................................ 189

BUNN® Multi Hopper Grinder for Carafe Only: Overview............................................ 190

BUNN® Multi Hopper Grinder for Carafe Only: Clean Grinder Daily............................ 192

BUNN® Multi Hopper Grinder for Carafe Only: Check Grind Size Daily ...................... 194

BUNN® Multi Hopper Grinder for Carafe Only: Adjust Grind Size ............................... 197

BUNN® Multi Hopper Grinder for Carafe Only: Check Grind Weight Daily .................. 199

BUNN® Multi Hopper Grinder for Carafe Only: Adjust to Target Grind Weight and CleanOut Time .................................................................................................................... 202

BUNN® Multi Hopper Grinder for Carafe Only: Clean Dechaffer Burr Assembly Weekly................................................................................................................................... 205

BUNN® Multi Hopper Grinder for Carafe Only: Replace Dechaffer Spring .................. 212

BUNN® Multi Hopper Grinder for Carafe Only: Clean Hopper Monthly ....................... 213

BUNN® Multi Hopper Grinder for Carafe Only: Troubleshooting ................................. 214

BUNN® CWT Carafe Brewer ......................................................................................... 215

BUNN® CWT Carafe Brewer: Overview...................................................................... 216

BUNN® CWT Carafe Brewer: Clean Brewer Daily ...................................................... 218

BUNN® CWT Carafe Brewer: Check Water Temperature Daily .................................. 221

BUNN® CWT Carafe Brewer: Adjust Water Temperature Setting ............................... 225

BUNN® CWT Carafe Brewer: Check Water Volume Daily .......................................... 228

BUNN® CWT Carafe Brewer: Set Water Volume........................................................ 230

BUNN® CWT Carafe Brewer: Set the Set/Lock Switch ............................................... 234

BUNN® CWT Carafe Brewer: Adjust Water Volume (if Analog/Dial) ........................... 236

BUNN® CWT Carafe Brewer: Delime Weekly* ........................................................... 239

BUNN® CWT Carafe Brewer: Troubleshooting ........................................................... 243

BUNN® CDBC Carafe Brewer........................................................................................ 246

BUNN® CDBC Carafe Brewer: Overview.................................................................... 247

BUNN® CDBC Carafe Brewer: Clean Brewer Daily .................................................... 248

BUNN® CDBC Carafe Brewer: Check Water Temperature Daily ................................ 252

BUNN® CDBC Carafe Brewer: Adjust Water Temperature Setting ............................. 256

BUNN® CDBC Carafe Brewer: Check Water Volume Daily ........................................ 257

BUNN® CDBC Carafe Brewer: Set Water Volume...................................................... 259

BUNN® CDBC Carafe Brewer: Delime Brewer Weekly* ............................................. 263

BUNN® CDBC Carafe Brewer: Troubleshooting ......................................................... 267

BUNN® IC3 DBC Infusion Series Brewer....................................................................... 270

BUNN® IC3 DBC Infusion Series Brewer: Overview .................................................. 271

496


BUNN® IC3 DBC Infusion Series Brewer: Rinse Brew Basket and Wipe Spray HeadAfter Each Use........................................................................................................... 272

BUNN® IC3 DBC Infusion Series Brewer: Clean Brewer Daily................................... 273

BUNN® IC3 DBC Infusion Series Brewer: Clean Housing Unit (if applicable) and ShuttleDaily........................................................................................................................... 275

BUNN® IC3 DBC Infusion Series Brewer: Delime Brewer Weekly*............................ 276

BUNN® IC3 DBC Infusion Series Brewer: Check Water Temperature Bi-Weekly ....... 280

BUNN® IC3 DBC Infusion Series Brewer: Check Water Volume Bi-Weekly................ 280

BUNN® IC3 DBC Infusion Series Brewer: Calibrate Spray Head and Bypass (Asneeded)...................................................................................................................... 282

BUNN® IC3 DBC Infusion Series Brewer: Troubleshooting ....................................... 284

BUNN® Hot Winter Beverage 3 Hopper Dispenser ........................................................ 288

BUNN® Hot Winter Beverage 3 Hopper Dispenser: Overview..................................... 288

BUNN® Hot Winter Beverage 3 Hopper Dispenser: Rinse Whipper Chambers Every 8Hr............................................................................................................................... 289


BUNN® Hot Winter Beverage 3 Hopper Dispenser: Clean Whipper Chambers Daily.. 292

BUNN® Hot Winter Beverage 3 Hopper Dispenser: Clean Hoppers and Cabinet Weekly................................................................................................................................... 300


BUNN® Hot Winter Beverage 3 Hopper Dispenser: Replace Fluorescent Light .......... 311

BUNN® Hot Winter Beverage 3 Hopper Dispenser: Reset To Factory Defaults .......... 314

BUNN® Hot Winter Beverage 3 Hopper Dispenser: Troubleshooting.......................... 315

BUNN® Hot Winter Beverage 5 Hopper Dispenser ........................................................ 318

BUNN® Hot Winter Beverage 5 Hopper Dispenser: Overview .................................... 319

BUNN® Hot Winter Beverage 5 Hopper Dispenser: Rinse Whipper Chambers Every 8Hr............................................................................................................................... 320


BUNN® Hot Winter Beverage 5 Hopper Dispenser: Clean Whipper Chambers Daily.. 323

BUNN® Hot Winter Beverage 5 Hopper Dispenser: Clean Hoppers and Cabinet Weekly................................................................................................................................... 331


BUNN® Hot Winter Beverage 5 Hopper Dispenser: Programming Procedures for NewProducts..................................................................................................................... 342

BUNN® Hot Winter Beverage 5 Hopper Dispenser: Adjust Cup Fill Volumes As Needed................................................................................................................................... 346

BUNN® Hot Winter Beverage 5 Hopper Dispenser: Troubleshooting.......................... 349

BUNN® Soft Heat® High-Volume Brewer and Server ..................................................... 352

BUNN® Soft Heat® High-Volume Brewer and Server: Overview ................................. 353

BUNN® Soft Heat® High-Volume Brewer and Server: Rinse Brew Basket After Each Use................................................................................................................................... 354

BUNN® Soft Heat® High-Volume Brewer and Server: Clean Brewer and Server Daily 354

BUNN® Soft Heat® High-Volume Brewer and Server: Delime Brewer Weekly ............ 359

BUNN® Soft Heat® High-Volume Brewer and Server: Check Water Temperature Bi-Weekly ....................................................................................................................... 365

497


BUNN® Soft Heat® High-Volume Brewer and Server: Calibrate Water Volume andBypass Bi-Weekly ...................................................................................................... 366

BUNN® Soft Heat® High-Volume Brewer and Server: Restoration Procedures Weekly................................................................................................................................... 367

Cecilware® Hot Winter Beverage 5 Hopper Dispenser................................................... 370

Cecilware® Hot Winter Beverage 5 Hopper Dispenser: Overview............................... 371

Cecilware® Hot Winter Beverage 5 Hopper Dispenser: Rinse Whipper Chambers Every8 Hr............................................................................................................................ 372

Cecilware® Hot Winter Beverage 5 Hopper Dispenser: Clean Dispenser Exterior Daily................................................................................................................................... 373

Cecilware® Hot Winter Beverage 5 Hopper Dispenser: Clean Whipper Chambers Daily................................................................................................................................... 376

Cecilware® Hot Winter Beverage 5 Hopper Dispenser: Clean Hoppers and CabinetWeekly ....................................................................................................................... 383

Cecilware® Hot Winter Beverage 5 Hopper Dispenser: Fill - Load Hoppers................ 390

Cecilware® Hot Winter Beverage 5 Hopper Dispenser: Programming Procedures forNew Products............................................................................................................. 394

Cecilware® Hot Winter Beverage 5 Hopper Dispenser: Adjust Cup Fill Volumes AsNeeded ...................................................................................................................... 398

Cecilware® Hot Winter Beverage 5 Hopper Dispenser: Troubleshooting .................... 400

Curtis® Alpha Carafe Brewer ......................................................................................... 404

Curtis® Alpha Carafe Brewer: Overview ..................................................................... 405

Curtis® Alpha Carafe Brewer: Clean Brewer Daily ...................................................... 406

Curtis® Alpha Carafe Brewer: Check Water Temperature Daily.................................. 410

Curtis® Alpha Carafe Brewer: Adjust Water Temperature Setting ............................... 413

Curtis® Alpha Carafe Brewer: Check Water Volume Daily .......................................... 415

Curtis® Alpha Carafe Brewer: Set Water Volume ....................................................... 419

Curtis® Alpha Carafe Brewer: Delime Spray Head Monthly* ....................................... 422

Curtis® Alpha Carafe Brewer: Troubleshooting........................................................... 424

Curtis® Alpha Carafe Low Volume - Specialty Brewer ................................................... 428

Curtis® Alpha Carafe Low Volume Brewer: Overview ................................................. 428

Curtis® Alpha Carafe Low Volume Brewer: Clean Brewer Daily.................................. 430

Curtis® Alpha Carafe Low Volume Brewer: Check Water Temperature Daily.............. 433

Curtis® Alpha Carafe Low Volume Brewer: Adjust Water Temperature Setting .......... 437

Curtis® Alpha Carafe Low Volume Brewer: Check Water Volume Daily...................... 440

Curtis® Alpha Carafe Low Volume Brewer: Set Water Volume ................................... 442

Curtis® Alpha Carafe Low Volume Brewer: Delime Spray Head Monthly* .................. 446

Curtis® Alpha Carafe Low Volume Brewer: Troubleshooting ...................................... 448

Disposable Pumps and Bottle Rack............................................................................... 451

Disposable Pumps and Bottle Rack: Overview........................................................... 452

Flavor Shot and Liquid Cane Sugar Disposable Pumps: Set Up ................................ 454

Flavor Shot and Liquid Cane Sugar Disposable Pumps: Prime Pumps Daily ............. 457

498


Flavor Shot Disposable Pumps Bottle Rack: Clean Rack Daily .................................. 458

Flavor Shot Disposable Pumps Bottle Rack: Clean Rack Weekly............................... 458

FloJet® Bottled Water System........................................................................................ 458

FloJet® Bottled Water System: Overview................................................................... 459

FloJet® Bottled Water System: Disconnecting Brewer ............................................... 460

FloJet® Bottled Water System: Assembly .................................................................. 461

FloJet® Bottled Water System: Prime Pump .............................................................. 462

FloJet® Bottled Water System: Flush Brewer............................................................. 463

FloJet® Bottled Water System: Brew Coffee .............................................................. 464

FloJet® Bottled Water System: End of Boiled Water Advisory.................................... 464

FloJet® Bottled Water System: Flushing System ....................................................... 464

FloJet® Bottled Water System: Cleaning ................................................................... 466

Hoshizaki Ice Machine................................................................................................... 468

Hoshizaki Ice Machine: Overview............................................................................... 469

Hoshizaki Ice Machine: 2 Week Cleaning, Sanitizing, and Inspection Procedure ....... 470

Hoshizaki Ice Machine: Full Cleaning Procedure........................................................ 477

Island Oasis® Blender .................................................................................................... 506

Island Oasis®: Overview............................................................................................. 507

Island Oasis®: Clean Smallwares Every 4 Hours ........................................................ 509

Island Oasis®: Clean Blender Daily ............................................................................ 513

Island Oasis®: Clean Blender Weekly......................................................................... 524

Island Oasis®: Verify Shaved Ice Calibration Daily ..................................................... 534

Island Oasis®: Clean and Sanitize Sugar Tube Weekly .............................................. 536

Island Oasis®: Verify Water Calibration Daily.............................................................. 538

Island Oasis®: Verify Liquid Cane Sugar Calibration Daily.......................................... 539

Island Oasis®: Plastic Nozzle Restoration (Rinse Station) As Needed* ...................... 540

Island Oasis®: Island Oasis® Troubleshooting ............................................................ 543

Island Oasis®: Enhanced Spray Nozzle ........................................................................ 544

Island Oasis® Enhanced Spray Nozzle: Stainless Steel Rinse Nozzle Install............. 545

Island Oasis® Enhanced Spray Nozzle: Clean Spray Nozzle Daily ............................ 547

Lemon Wedger.............................................................................................................. 548

Clean Lemon Wedger After Each Use........................................................................ 548

Manitowoc Ice Machine (Model Q) ................................................................................ 551

Manitowoc Ice Machine (Model Q): Overview ............................................................ 552

Manitowoc Ice Machine (Model Q): 2 Week Cleaning, Sanitizing, and InspectionProcedure .................................................................................................................. 553

Manitowoc Ice Machine (Model Q): Full Cleaning and Sanitizing Procedure .............. 559

Manitowoc Ice Machine (Model S)................................................................................. 573

Manitowoc Ice Machine (Model S): Overview............................................................. 574

Manitowoc Ice Machine (Model S): 2 Week Cleaning, Sanitizing, and InspectionProcedure .................................................................................................................. 575

Manitowoc Ice Machine (Model S): Full Cleaning and Sanitizing Procedure............... 581

Micro Matic Beverage Center (Tap System)-NEXT GEN............................................... 595

Preventative Maintenance Checklist .............................................................................. 607

499


Preventative Maintenance Checklist: Overview.......................................................... 608

BUNN® G9, G92, G92 DBC Grinders Preventative Maintenance Checklist ................ 609

BUNN® CWT, CDBC Carafe Brewers Preventative Maintenance Checklist................ 609

BUNN® BrewWISE High-Volume Brewer Preventative Maintenance Checklist .......... 610

BUNN® High-Volume Servers Preventative Maintenance Checklist............................ 611

BUNN® IC3 Iced Coffee Brewer Preventative Maintenance Checklist ........................ 611

Schaerer Ambiente Espresso Machine Preventative Maintenance Checklist ............. 612

Taylor® Dairy Dispenser Preventative Maintenance Checklist .................................... 612

Taylor® COOLATTA® Machine Preventative Maintenance Checklist........................... 613

BUNN® Multi Hopper Grinder Preventative Maintenance Checklist ............................ 613

BUNN® Axiom Carafe Brewers Preventative Maintenance Checklist.......................... 614

Curtis® Alpha Carafe Brewers Preventative Maintenance Checklist ........................... 615

BUNN® Hot Winter Beverage Dispenser Preventative Maintenance Checklist ........... 615

Schaerer Barista Espresso Machine.............................................................................. 616

Schaerer Barista Machine: Overview ......................................................................... 617

Schaerer Barista Machine: Clean Machine Daily........................................................ 617

Schaerer Barista Machine: Clean Bean Hopper Weekly............................................. 622

Schaerer Barista Machine: Check Shot Weight Weekly ............................................. 625

Schaerer Barista Machine: Check Shot Temperature Weekly .................................... 626

Schaerer Barista Machine: Check Steamed Dairy Temperature Weekly .................... 628

Schaerer Barista Machine: Operations Troubleshooting............................................. 629

Schaerer Coffee Art Touch Espresso Machine .............................................................. 630

Schaerer Coffee Art Touch Machine: Overview.......................................................... 631

Schaerer Coffee Art Touch Machine: Clean Machine Daily ........................................ 632

Schaerer Coffee Art Touch Machine: Clean Bean Hopper Weekly ............................. 641

Schaerer Coffee Art Touch Machine: Check Shot Weight Weekly.............................. 643

Schaerer Coffee Art Touch Machine: Check Shot Temperature Weekly..................... 645

Schaerer Coffee Art Touch Machine: Check Steamed Dairy Temperature Weekly .... 647

Schaerer Coffee Art Touch Machine: Troubleshooting ............................................... 649

Scotsman Prodigy Ice Machine (C0630, C0830, C1030, C1448) .................................. 651

Scotsman Prodigy Ice Machine: Overview ................................................................. 652

Scotsman Prodigy Ice Machine: 2 Week Cleaning, Sanitizing, and Inspection Procedure................................................................................................................................... 653

Scotsman Prodigy Ice Machine: Full Cleaning and Sanitizing Procedure ................... 660

Silver King SKBD3LS Dairy Dispenser .......................................................................... 678

Silver King SKBD3LS Dairy Dispenser: Overview ...................................................... 679

Silver King SKBD3LS Dairy Dispenser: Select COOLATTA® Base............................. 680

Silver King SKBD3LS Dairy Dispenser: Clean Dispenser Exterior Daily ..................... 681

Silver King SKBD3LS Dairy Dispenser: Check Weights Daily .................................... 683

Silver King SKBD3LS Dairy Dispenser: Adjust Individual Dispensing Amounts .......... 685

Silver King SKBD3LS Dairy Dispenser: Adjust Temperature ...................................... 688

500


Silver King SKBD3LS Dairy Dispenser: Clean Dispenser Every 72 Hr ....................... 689

Silver King SKBD3LS Dairy Dispenser: Fill - Load Tanks........................................... 692

Silver King SKBD3LS Dairy Dispenser: Troubleshooting............................................ 695

SureShot® AC320 or AC320FP Dairy Dispenser ........................................................... 699

SureShot® AC320 or AC320FP Dairy Dispenser: Overview ....................................... 700

SureShot® AC320 or AC320FP Dairy Dispenser: Clean Dispenser Exterior Daily ...... 702

SureShot® AC320 or AC320FP Dairy Dispenser: Check Weights Daily...................... 704

SureShot® AC320 or AC320FP Dairy Dispenser: Adjust Individual Dispensing Amounts................................................................................................................................... 707

SureShot® AC320 or AC320FP Dairy Dispenser: Adjust Temperature ....................... 712

SureShot® AC320 or AC320FP Dairy Dispenser: Select COOLATTA® Base .............. 714

SureShot® AC320 or AC320FP Dairy Dispenser: Clean Dispenser Every 72 Hr......... 717

SureShot® AC320FP Dairy Dispenser: Fill - Load Tanks............................................ 720

SureShot® AC320 Dairy Dispenser: Fill - Load Metal Tanks....................................... 724

SureShot® AC320 or AC320FP Dairy Dispenser: Clean Valve Assembly Monthly...... 728

SureShot® AC320 or AC320FP Dairy Dispenser: Troubleshooting............................. 734

SureShot® AC320-FP-7 Dairy Dispenser....................................................................... 738

SureShot® AC320-FP-7 Dairy Dispenser: Overview ................................................... 739

SureShot® AC320-FP-7 Dairy Dispenser: Clean Dispenser Exterior Daily................. 740

SureShot® AC320-FP-7 Dairy Dispenser : Check Weights Daily ................................ 741

SureShot® AC320-FP-7 Dairy Dispenser: Adjust Individual Dispensing Amounts....... 744

SureShot® AC320-FP-7 Dairy Dispenser: Adjust Temperature................................... 747

SureShot® AC320-FP-7 Dairy Dispenser: Select COOLATTA® Base ......................... 748

SureShot® AC320-FP-7 Dairy Dispenser: Clean Dispenser Every 72 Hr .................... 748

SureShot® AC320-FP-7 Dairy Dispenser: Fill - Load Tanks........................................ 750

SureShot® AC320-FP-7 Dairy Dispenser: Clean Valve Assembly Monthly ................. 752

SureShot® AC320-FP-7 Dairy Dispenser: Troubleshooting ........................................ 755

SureShot® AC220 Dairy Dispenser................................................................................ 759

SureShot® AC220 Dairy Dispenser: Overview............................................................ 760

SureShot® AC220 Dairy Dispenser: Clean Dispenser Exterior Daily .......................... 761

SureShot® AC220 Dairy Dispenser: Adjust Temperature............................................ 764

SureShot® AC220 Dairy Dispenser: Clean Dispenser Every 72 Hr............................. 766

SureShot® AC220 Dairy Dispenser: Fill - Load Tanks ................................................ 769

SureShot® AC220 Dairy Dispenser: Clean Valve Assembly Monthly .......................... 773

SureShot® AC220 Dairy Dispenser: Troubleshooting ................................................. 778

SureShot® FlavorShot Dispenser................................................................................... 781

SureShot® FlavorShot Dispenser: Overview............................................................... 782

SureShot® FlavorShot Dispenser: Clean Dispenser Exterior Daily ............................. 783

SureShot® FlavorShot Dispenser: Check Weights Weekly ......................................... 785

SureShot® FlavorShot Dispenser: Clean and Prime Tanks Every 60 Days................. 789

SureShot® FlavorShot Dispenser: Troubleshooting .................................................... 796

SureShot® Sugar Dispenser .......................................................................................... 799

SureShot® Sugar Dispenser: Overview ...................................................................... 800

501


SureShot® Sugar Dispenser: Clean Dispenser Exterior Daily ..................................... 801

SureShot® Sugar Dispenser: Clean Dispenser Weekly............................................... 802

SureShot® Sugar Dispenser: Check Weights Weekly................................................. 806

SureShot® Sugar Dispenser: Adjust Weights.............................................................. 809

SureShot® Sugar Dispenser: Change Sugar Tube Monthly ........................................ 812

SureShot® Sugar Dispenser: Troubleshooting............................................................ 814

SureShot® 5 FlavorShot Dispenser................................................................................ 816

SureShot® 5 FlavorShot Dispenser: Overview............................................................ 816

SureShot® 5 FlavorShot Dispenser: Clean Dispenser Exterior Daily .......................... 817

SureShot® 5 FlavorShot Dispenser: Clean and Prime Tanks Every 60 Days.............. 820

SureShot® 5 FlavorShot Dispenser: Troubleshooting ................................................ 826

Taylor® Dairy Dispenser ................................................................................................ 829

Taylor® Dairy Dispenser: Overview............................................................................. 830

Taylor® Dairy Dispenser: Clean Dispenser Exterior Daily ........................................... 831

Taylor® Dairy Dispenser: Check Weights Daily........................................................... 833

Taylor® Dairy Dispenser: Reset All Dairy Varieties to Factory Default Settings........... 837

Taylor® Dairy Dispenser: Adjust Individual Dispensing Amounts ................................ 838

Taylor® Dairy Dispenser: Adjust Temperature ............................................................ 844

Taylor® Dairy Dispenser: Select COOLATTA® Base ................................................... 845

Taylor® Dairy Dispenser: Clean Dispenser Every 72 Hr ............................................. 847

Taylor® Dairy Dispenser: Fill - Load Tanks ................................................................. 851

Taylor® Dairy Dispenser: Troubleshooting ................................................................. 854

Taylor® FlavorShot Dispenser........................................................................................ 858

Taylor® FlavorShot Dispenser: Overview.................................................................... 858

Taylor® FlavorShot Dispenser: Clean Dispenser Exterior Daily .................................. 859

Taylor® FlavorShot Dispenser: Check/Calibrate Weights Weekly ............................... 861

Taylor® FlavorShot Dispenser: Clean and Prime Tanks Every 60 Days...................... 866

Taylor® FlavorShot Dispenser: Troubleshooting ......................................................... 872

Taylor® COOLATTA® Freezer........................................................................................ 874

Taylor® COOLATTA® Freezer: Overview.................................................................... 874

Taylor® COOLATTA® Freezer: Clean Freezer Exterior Daily .................................... 875

Taylor® COOLATTA® Freezer: Freezer Breakdown Every 4 Days............................. 876

Taylor® COOLATTA® Freezer: Prime - Fill Hoppers .................................................. 893

Taylor® COOLATTA® Freezer: Parts Replacement Schedule.................................... 897

Taylor® COOLATTA® Freezer: Troubleshooting ......................................................... 898

502

Food Safety System

January 30, 2020

503


Table of Contents

PageFood 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

504


Managing Waste, Recyclables, and Compost ..............................................................53

Outside Storage of Waste, Recyclables, and Compost Receptacles ............................53

Water Supply ...............................................................................................................54

Service Animals in Restaurants.......................................................................................54

Service Animals in Production Areas and Manufacturing Plants...................................55

CML Addendum ..............................................................................................................55

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

505

Appendix V-A DMA List

SELECT DESIGNATED MARKET AREAS (DMAs)

The following is a list of counties that are included in select Designated Market Areas (DMAs) as defined by Nielsen Television Media Marketing and used in this Disclosure Document. The Development Type refer to the IFFs paid in different DMAs. Please see Item 5.

DMA Dev Type: Counties

Albany/Schenectady/Troy, NY DMA # 532

1 Albany, Bennington (VT), Berkshire (MA), Columbia, Fulton, Greene, Hamilton, Montgomery, Rensselaer, Saratoga, Schenectady, Schoharie, Warren, Washington

Atlanta, GA DMA # 524

5 Banks, Barrow, Bartow, Butts, Carroll, Chattooga, Cherokee, Clarke, Clay (NC), Clayton, Cleburne (AL), Cobb, Coweta, Dawson, DeKalb, Douglas, Fannin, Fayette, Floyd, Forsyth, Fulton, Gilmer, Gordon, Greene, Gwinnett, Habersham, Hall, Haralson, Heard, Henry, Jackson, Jasper, Lamar, Lumpkin, Madison, Meriwether, Morgan, Newton, Oconee, Oglethorpe, Paulding, Pickens, Pike, Polk, Putnam, Rabun, Randolph (AL), Rockdale, Spalding, Towns, Troup, Union, Upson, Walton, White

Baltimore, MD DMA # 512

3 Anne Arundel, Baltimore City, Baltimore, Caroline, Carroll, Cecil, Harford, Howard, Kent, Queen Anne’s, Talbot

Bangor, ME DMA # 537

1 Hancock, Penobscot, Piscataquis, Somerset, Waldo, Washington

Binghamton, NY DMA # 502

1 Broome, Chenango, Tioga

Boston, MA (Eastern MA/Southern NH) DMA # 506

1 Barnstable, Belknap (NH), Cheshire (NH), Dukes, Essex, Hillsborough (NH), Merrimack (NH), Middlesex, Nantucket, Norfolk, Plymouth, Rockingham (NH), Strafford (NH), Suffolk, Windham (VT), Worcester

Burlington, VT/Plattsburg, NY DMA # 523

4 Addison (VT), Caledonia (VT), Chittenden (VT), Clinton (NY), Essex (NY), Essex (VT), Franklin (VT), Franklin, (NY), Grafton (NH), Grand Isle (VT), Lamoille (VT), Orange (VT), Orleans (VT), Rutland (VT), Sullivan (NH), Washington (VT), Windsor (VT)

Chicago, IL DMA # 602

2 Cook, DeKalb, DuPage, Grundy, Jasper (IN), Kane, Kankakee, Kendall, La Salle, Lake, Lake (IN), LaPorte (IN), McHenry, Newton (IN), Porter (IN), Will

Cleveland, OH DMA # 510

3 Ashland, Ashtabula, Carroll, Cuyahoga, Erie, Geauga, Holmes, Huron, Lake, Lorain, Medina, Portage, Richland, Stark, Summit, Tuscarawas, Wayne

Elmira, NY DMA # 565

2 Chemung, Schuyler, Steuben, Tioga (PA)

Fort Myers, FL DMA # 571

2 Charlotte, Collier, DeSoto, Glades, Hendry, Lee

506


Greenville-New Bern- Washington NC DMA#545

3 Beaufort, Bertie, Carteret, Craven, Duplin, Greene, Hyde, Jones, Lenoir, Martin, Onslow, Pamlico, Pitt, Tyrrell, Washington

Hartford/ New Haven, CT DMA # 533

1 Hartford, Litchfield, Middlesex, New Haven, New London, Tolland, Windham

Jacksonville, FL DMA # 561

3 Baker, Bradford, Brantley (GA), Camden (GA), Charlton (GA) Clay, Columbia, Duval, Glynn (GA), Nassau, Pierce (GA), Putnam, St. Johns, Union, Ware (GA)

Lancaster/ Harrisburg/ York, PA DMA # 566

4 Adams, Cumberland, Dauphin, Franklin, Juniata, Lancaster, Lebanon, Mifflin, Perry, York

Miami/ Ft. Lauderdale, FL DMA # 528

2 Broward, Miami-Dade, Monroe

New York, NY DMA # 501

1 Bergen (NJ), Bronx, Dutchess, Essex (NJ), Fairfield (CT), Hudson (NJ), Hunterdon (NJ), Kings, Middlesex (NJ), Monmouth (NJ), Morris (NJ), Nassau, New York, Ocean (NJ), Orange, Passaic (NJ), Pike (PA), Putnam, Queens, Richmond, Rockland, Somerset (NJ), Suffolk, Sullivan, Sussex (NJ), Ulster, Union (NJ), Warren (NJ), Westchester

Orlando/Daytona/Melbourne, FL DMA # 534

2 Brevard, Flagler, Lake, Marion, Orange, Osceola, Seminole, Sumter, Volusia

Philadelphia, PA DMA # 504

2 Atlantic (NJ), Berks, Bucks, Burlington (NJ), Camden (NJ), Cape May (NJ), Chester, Cumberland (NJ), Delaware, Gloucester (NJ), Kent (DE), Lehigh, Mercer (NJ), Montgomery, New Castle (DE), Northampton, Philadelphia, Salem (NJ)

Pittsburgh, PA DMA # 508

3 Allegheny, Armstrong, Beaver, Butler, Clarion, Fayette, Forest, Garrett (MD), Greene, Indiana, Lawrence, Monongalia (WV), Preston (WV), Venango, Washington, Westmoreland

Portland, ME DMA # 500

1 Androscoggin, Carroll (NH), Coos (NH), Cumberland, Franklin, Kennebec, Knox, Lincoln, Oxford, Sagadahoc, York

Presque Isle, ME DMA # 552

5 Aroostook

Providence, RI DMA # 521

1 Bristol (MA), Bristol (RI), Kent, Newport, Providence, Washington

Rochester, NY DMA # 538

2 Livingston, Monroe, Ontario, Orleans, Wayne, Yates

Salisbury, MD DMA # 576

3 Dorchester, Somerset, Sussex (DE), Wicomico, Worcester

Springfield, MA DMA # 543

1 Franklin, Hampden, Hampshire

Syracuse, NY DMA # 555

1 Cayuga, Cortland, Madison, Oneida, Onondaga, Oswego, Seneca, Tompkins

Tampa / St. Pete/ Sarasota, FL DMA # 539

2 Citrus, Hardee, Hernando, Highlands, Hillsborough, Manatee, Pasco, Pinellas, Polk, Sarasota

Utica, NY DMA # 526

1 Herkimer, Otsego

507


Washington, DC DMA # 511

4 Alexandria (VA), Allegany (MD), Arlington (VA), Berkeley (WV), Calvert (MD), Charles (MD), Clarke (VA), Culpeper (VA), District of Columbia, Fairfax City (VA), Fairfax County (VA), Falls Church (VA), Fauquier (VA), Frederick (MD), Frederick (VA), Fredericksburg (VA), Fulton (PA), Grant (WV), Hampshire (WV), Hardy (WV), Jefferson (WV), King George (VA), Loudoun (VA), Manassas (VA), Manassas Park (VA), Mineral (WV), Montgomery (MD), Morgan (WV), Page (VA), Prince Georges (MD), Prince William (VA), Rappahannock (VA), Shenandoah (VA), Spotsylvania (VA), St. Mary's (MD), Stafford (VA), Warren (VA), Washington (MD), Westmoreland (VA), Winchester (VA)

Watertown, NY DMA # 549

2 Jefferson, Lewis, St. Lawrence

W. Palm Beach/ Ft. Pierce, FL DMA# 548

2 Indian River, Martin, Okeechobee, Palm Beach, St. Lucie

Wilkes Barre/ Scranton, PA DMA # 577

2 Bradford, Carbon, Clinton, Columbia, Lackawanna, Luzerne, Lycoming, Monroe, Montour, Northumberland, Schuylkill, Snyder, Sullivan, Susquehanna, Union, Wayne, Wyoming

Youngstown, OH DMA # 536

2 Columbiana, Mahoning, Mercer (PA), Trumbull

508

Appendix V-B- Dunkin’ and Combo Region List

REGIONS

Regions for Dunkin’ Standalone and 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

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

509

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 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

510

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

511

Appendix VI-A

Dunkin’ Current Franchisees Dunkin’ Current Area Developers

Note: The list of currently operating Dunkin’ Restaurants is divided alphabetically by Restaurant state location:

Restaurant #, Current Franchisee, Restaurant Address, Phone ( if available) Alabama 347195, Pilot Travel Centers LLC, 3201 Buttermilk Rd., Cottondale, AL, (205)633-2155 347594, ROSS CLARK CIRCLE DONUTS, LLC, 2141 Ross Clark Cir, Dothan, AL, (334)671-0064 348712, Cahaba Valley Donuts, LLC, 480 Cahaba Valley Rd., Pelham, AL, (205)988-3664 349267, Sixth Avenue Donuts, LLC, 2109 6th Ave S, Birmingham, AL, (205)297-8777 349273, Eastern Valley Donuts, LLC, 2178 Eastern Valley Rd., Bessemer, AL, (205)425-1333 350246, GADSDEN DONUTS, LLC, 1820 Gadsden Hwy, Birmingham, AL, (205)533-8295 350300, YELLOW MOUNTAIN, LLC, 10 Oxford Exchange Blvd., Oxford, AL, (256)831-4696 350337, 72 Madison, LLC, 103 Brookridge Dr., Madison, AL, (256)721-7850 350451, Southern Food Services, LLC, 1221B Memorial Pkwy NW, Huntsville, AL, (256)715-0416 350466, LFO VAUGHN ROAD, LLC, 8025 Vaughn Rd., Montgomery, AL, (334)260-7700 350746, Sodexo Operations, LLC, 301 Sparkman Dr NW, Univ of Alabama, Huntsville, AL, (256)824-4587 350819, Aramark Educational Services, LLC, 160 McCorvey Dr., Univ of Alabama, Tuscaloosa, AL, (205)348-4041 350970, Brookwood Donuts, LLC, 505 Brookwood Blvd., Homewood, AL, (205)803-3530 351005, Jones-Stark Properties, LLC, 2049 S College St, Auburn, AL, (334)501-2233 351065, Star Restaurant, Inc., 2520 Stillman Blvd., Tuscaloosa, AL, (205)349-3400 351255, CANE CREEK DONUTS, LLC, 313 Cane Creek Rd., Warrior, AL, (205)590-0330 351648, LFO Schillinger Road Mobile, LLC, 505 Schillinger Rd. S, Mobile, AL, (251)442-4845 351921, 55 SOUTH, LLC, 10055 Memorial Pkwy SE, Huntsville, AL, (256)585-1412 352058, LFO Highway 98 Daphne, LLC, 29160 US Highway 98, Daphne, AL, (251)621-2228 352103, 27 Jones, LLC, 2785 Carl T Jones Dr SE, Huntsville, AL, (256)585-3512 352124, STAR RESTAURANT #2, INC., 3615 McFarland Blvd. E, Tuscaloosa, AL, (205)633-2822 352847, Pilot Travel Centers LLC, 1600 County Rd. 437, Cullman, AL, (256)255-5638 353205, Cahaba Park Donuts, LLC, 400 Cahaba Park Cir, Birmingham, AL, (205)502-7311 354273, 17 Athens, LLC, 1700 US Highway 72 E, Athens, AL, (256)800-1100 354279, MONTGOMERY HIGHWAY DONUTS, LLC, 4185 Montgomery Hwy, Dothan, AL, (334)446-1715 354688, LFO MALBIS, LLC, 29728 Urgent Care Dr, Daphne, AL, (251)509-9349 354903, Jones-Stark Properties, LLC, 2103 Pepperell Parkway, Opelika, AL, (334)610-0642 354935, RDM PHENIX CITY, LLC, 1413 Highway 280 BYP, Phenix City, AL, (334)384-9645 355057, LFO WETUMPKA, LLC, 5267 US Highway 231, Wetumpka, AL, (334)478-4148 356431, Jones-Stark Properties, LLC, 2804 20th Ave, Valley, AL, (334)528-0201 356432, ENTERPRISE DONUTS, LLC, 906 Boll Weevil Circle, Enterprise, AL, (334)393-0879 356723, LFO University Mobile, LLC, 5701 Old Shell Rd., Mobile, AL, (251)366-4823 356858, TA Operating LLC, 9201 Grand Bay Wilmer Rd., Grand Bay, AL, (251)865-0268 357154, Southern Food Services, LLC, 1609 Woodward Ave, Muscle Shoals, AL, (256)248-4852 357353, LFO SPRINGHILL, LLC, 1753 Springhill Ave, Mobile, AL, (251)442-5581 358890, Bluemont Group, LLC, 1284 Montgomery Hwy, Vestavia, AL, (205)582-2095 Arkansas 350180, LFO Fort Smith, LLC, 7401 Phoenix Ave, Fort Smith, AR, (479)222-6845 350624, ARK-MC Enterprises, Inc., 2234 N Reynolds Rd., Bryant, AR, (501)847-6007 351542, LFO Bentonville, LLC, 2309 SE 14th St, Bentonville, AR, (479)268-3545 352604, LJMC ENTERPRISES, LLC, 10121 N Rodney Parham Rd., Little Rock, AR, (501)229-7170 353623, LFO Springdale, LLC, 2894 W Sunset Ave, Springdale, AR, (479)347-7489 359252, Pilot Travel Centers LLC, 170 Valley St, Caddo Valley, AR, (870)245-3119 Arizona 300869, ABDD ARIZONA LLC, 4130 E. Thomas Rd., Phoenix, AZ, (602)606-2708 304847, QUALITY BRAND GROUP ARIZONA LLC, 1931 W. Northern Ave, Phoenix, AZ, (602)242-1861 304991, QUALITY BRAND GROUP ARIZONA LLC, 1335 W. University Dr, Tempe, AZ, (480)446-0403 330939, QUALITY BRAND GROUP ARIZONA LLC, 20229 N. 67th Ave, Glendale, AZ, (623)376-9700 338133, QUALITY BRAND GROUP ARIZONA LLC, 6606 E. Mckellips Rd., Mesa, AZ, (480)830-9428 346284, QUALITY BRAND GROUP ARIZONA LLC, 2051 W. Chandler Blvd., Chandler, AZ, (480)857-8990 346285, QUALITY BRAND GROUP ARIZONA LLC, 1230 E Baseline Rd., Mesa, AZ, (480)813-1342 346373, ABDD ARIZONA LLC, 2322 E. Thomas Rd., Phoenix, AZ, (602)954-8464

512

346403, QUALITY BRAND GROUP ARIZONA LLC, 857 E. Warner Rd., Gilbert, AZ, (480)503-9279 346591, QUALITY BRAND GROUP ARIZONA LLC, 2420 W. Bethany Home Rd., Phoenix, AZ, (602)864-2744 346609, QUALITY BRAND GROUP ARIZONA LLC, 9140 W. Thomas Rd., Phoenix, AZ, (623)877-9025 346692, QUALITY BRAND GROUP ARIZONA LLC, 2345 W. Thomas Rd., Phoenix, AZ, (602)253-8657 346774, QUALITY BRAND GROUP ARIZONA LLC, 3137 E Cactus Rd., Phoenix, AZ, (602)765-4951 346775, QUALITY BRAND GROUP ARIZONA LLC, 1855 S.Signal Butte Rd., Mesa, AZ, (480)357-9154 346776, QUALITY BRAND GROUP ARIZONA LLC, 13811 W. Bell Rd., Surprise, AZ, (623)556-0571 346777, QUALITY BRAND GROUP ARIZONA LLC, 2021 S Alma School Rd., Chandler, AZ, (480)821-9761 346953, QUALITY BRAND GROUP ARIZONA LLC, 18490 S Rittenhouse Road, Queen Creek, AZ, (480)988-3925 347607, QUALITY BRAND GROUP ARIZONA LLC, 40615 N Gantzel Rd., Queen Creek, AZ, (480)987-5292 347629, ABDD ARIZONA LLC, 1811 N. Scottsdale Rd., Tempe, AZ, (480)947-3999 347680, QUALITY BRAND GROUP ARIZONA LLC, 21148 E. Rittenhouse Rd., Queen Creek, AZ, (480)888-0165 348247, QUALITY BRAND GROUP ARIZONA LLC, 4923 E Chandler Blvd., Phoenix, AZ, (480)705-2376 348379, QUALITY BRAND GROUP ARIZONA LLC, 21705 N 19th Ave, Phoenix, AZ, (623)780-4568 348401, QUALITY BRAND GROUP ARIZONA LLC, 2105 S Alma School Rd., Mesa, AZ, (480)838-1081 348404, ABDD ARIZONA LLC, 15223 N 87th St, Scottsdale, AZ, (480)998-1822 348789, QUALITY BRAND GROUP ARIZONA LLC, 2001 N Arizona Ave, Chandler, AZ, (480)726-3772 348936, QUALITY BRAND GROUP ARIZONA LLC, 1830 E Warner Rd., Tempe, AZ, (480)838-9225 348983, QUALITY BRAND GROUP ARIZONA LLC, 1615 N 99th Ave, Phoenix, AZ, (623)936-6317 349178, QUALITY BRAND GROUP ARIZONA LLC, 9940 W Happy Valley Rd., Peoria, AZ, (623)376-6332 349191, QUALITY BRAND GROUP ARIZONA LLC, 10240 N 90th St, Scottsdale, AZ, (480)661-1715 349212, QUALITY BRAND GROUP ARIZONA LLC, 1835 S Greenfield Rd., Mesa, AZ, (480)545-6332 349228, QUALITY BRAND GROUP ARIZONA LLC, 11218 N Frank Lloyd Wright Bvd, Scottsdale, AZ, (480)860-0036 349263, QUALITY BRAND GROUP ARIZONA LLC, 675 S Watson Rd., Buckeye, AZ, (623)386-1102 349308, QUALITY BRAND GROUP ARIZONA LLC, 1740 E Broadway Rd., Tempe, AZ, (480)219-4101 349351, QUALITY BRAND GROUP ARIZONA LLC, 17031 W Bell Rd., Surprise, AZ, (623)214-0516 349459, CACTUS COFFEE ONE LLC, 9485 E Broadway Blvd., Tucson, AZ, (520)495-4805 349523, QUALITY BRAND GROUP ARIZONA LLC, 13887 N 59th Ave, Glendale, AZ, (602)978-1155 349524, QUALITY BRAND GROUP ARIZONA LLC, 8386 W Thunderbird Rd., Peoria, AZ, (623)412-8888 349739, QUALITY BRAND GROUP ARIZONA LLC, 990 E Riggs Rd., Chandler, AZ, (480)895-2224 349740, QUALITY BRAND GROUP ARIZONA LLC, 7805 N Oracle Rd., Oro Valley, AZ, (520)575-1118 349831, QUALITY BRAND GROUP ARIZONA LLC, 1342 W Warner Rd., Tempe, AZ, (480)634-6441 349832, QUALITY BRAND GROUP ARIZONA LLC, 678 E Thunderbird Rd., Phoenix, AZ, (602)535-4804 349833, QUALITY BRAND GROUP ARIZONA LLC, 1116 S Crismon Rd., Mesa, AZ, (480)354-1423 349958, TA Operating LLC, 970 S Blake Ranch Rd., Kingman, AZ, (928)681-5246 350104, QUALITY BRAND GROUP ARIZONA LLC, 18631 N 19th Ave, Phoenix, AZ, (623)581-1070 350227, QUALITY BRAND GROUP ARIZONA LLC, 5225 W Baseline Rd., Laveen, AZ, (602)237-0282 350279, QUALITY BRAND GROUP ARIZONA LLC, 1958 E Brown Rd., Mesa, AZ, (480)833-1116 350837, ABDD ARIZONA LLC, 1543 E Bethany Home Rd., Phoenix, AZ, (602)313-8824 350839, QUALITY BRAND GROUP ARIZONA LLC, 2553 N Campbell Ave, Tucson, AZ, (520)795-3086 350872, QUALITY BRAND GROUP ARIZONA LLC, 2131 E Camelback Rd., Phoenix, AZ, (602)840-0154 350873, QUALITY BRAND GROUP ARIZONA LLC, 5143 W Olive Ave, Glendale, AZ, (623)777-3640 350949, ABDD ARIZONA LLC, 15530 N Tatum Blvd., Phoenix, AZ, (602)788-7029 351202, QUALITY BRAND GROUP ARIZONA LLC, 1020 S Milton Rd., Flagstaff, AZ, (928)266-0541 351845, QUALITY BRAND GROUP ARIZONA LLC, 8002 N Cortaro Rd., Marana, AZ, (520)308-4385 351854, Ak-Chin Indian Community, 15406 N Maricopa Rd., Maricopa, AZ, (480)802-5000 351936, QUALITY BRAND GROUP ARIZONA LLC, 1662 W Hunt Hwy, San Tan Valley, AZ, (480)987-5043 351937, QUALITY BRAND GROUP ARIZONA LLC, 3140 E Chandler Heights Rd., Gilbert, AZ, (480)783-2317 352444, QUALITY BRAND GROUP ARIZONA LLC, 1970 W Elliot Rd., Chandler, AZ, (480)897-9728 352536, QUALITY BRAND GROUP ARIZONA LLC, 11181 S Frontage Rd., Yuma, AZ, (928)342-1860 352832, QUALITY BRAND GROUP ARIZONA LLC, 1633 S Higley Rd., Gilbert, AZ, (480)783-2310 352900, QUALITY BRAND GROUP ARIZONA LLC, 1651 S 4th Ave, Yuma, AZ, (928)782-5548 353524, MOUNTAIN MUNCHKINS ONE LLC, 10200 East Old Vail Rd., Tucson, AZ, (520)207-4760 354547, QUALITY BRAND GROUP ARIZONA LLC, 7073 E Tanque Verde Rd., Tucson, AZ, (520)722-5505 354732, QUALITY BRAND GROUP ARIZONA LLC, 21250 N Cave Creek Rd., Phoenix, AZ, (602)687-7372 354811, QUALITY BRAND GROUP ARIZONA LLC, 4715 S Rural Rd., Tempe, AZ, (480)361-4745 354968, QUALITY BRAND GROUP ARIZONA LLC, 20595 S John Wayne Parkway, Maricopa, AZ, (520)251-9241 355038, ABDD ARIZONA LLC, 13953 W Waddell Rd., Surprise, AZ, (480)498-7978 355055, QUALITY BRAND GROUP ARIZONA LLC, 401 S Beeline Hwy, Payson, AZ, (928)474-4932 355179, ABDD ARIZONA LLC, 1025 N 67th Ave, Phoenix, AZ, (623)208-5055 355419, QUALITY BRAND GROUP ARIZONA LLC, 1306 E Florence Blvd., Casa Grande, AZ, (520)836-1369 356258, ABDD ARIZONA LLC, 102 N Central Ave, Phoenix, AZ, (480)498-7773 356443, ABDD ARIZONA LLC, 1000 East Bell Road, Phoenix, AZ, (602)457-4777 356474, QUALITY BRAND GROUP ARIZONA LLC, 24786 N. 67th Avenue, Peoria, AZ, (623)777-3500 356697, DN TUS, LLC, 7250 S Tucson Blvd.,Tucson Int'l Airport, Tucson, AZ, N/A

513

356735, Finely Grounded, Inc., 211 N Estrella Pkwy, Goodyear, AZ, (623)455-5004 356931, ABDD ARIZONA LLC, 3535 Stockton Hill Rd., Kingman, AZ, (928)757-2775 356973, ABDD ARIZONA LLC, 1909 W Baseline Rd., Phoenix, AZ, (602)457-4600 356980, QUALITY BRAND GROUP ARIZONA LLC, 4225 S Gilbert Rd., Chandler, AZ, (480)923-7262 357222, GWR ARIZONA LLC, 7333 N Pima Rd. Great Wolf Lodge, Scottsdale, AZ, (480)948-9653 357653, QUALITY BRAND GROUP ARIZONA LLC, 980 E Pecos Rd., Chandler, AZ, (480)770-3935 357844, QUALITY BRAND GROUP ARIZONA LLC, 9400 W Maryland Ave, Glendale, AZ, (623)877-9025 358005, ABDD ARIZONA II, LLC, 7919 E Thomas Rd., Scottsdale, AZ, (480)970-1945 358401, SSP America, Inc., 3800 E Sky Harbor Boulevard, Phoenix, AZ, (480)238-4435 358494, RAMY LLC, 1000 Winrow Ave., Fort Huachuca, Sierra Vista, AZ, (520)457-7063 358549, Pilot Travel Centers LLC, 16189 S Sunshine Blvd., Eloy, AZ, (520)466-9204 358550, Pilot Travel Centers LLC, 14750 Highway 95, Lake Havasu City, AZ, (928)764-2410 California 350244, Burton Restaurants, LLC, MCX Camp Pendleton Bldg 2010, Camp Pendleton, CA, (760)430-7646 352432, Prell Restaurant Group, LLC, 14215 Whittier Blvd., Whittier, CA, (562)693-5281 352440, Seventh D, Inc., 5560 E 7th St, Long Beach, CA, (562)494-5105 352586, Goldenwest D, Inc., 15482 Goldenwest St, Westminster, CA, (714)891-8601 352852, Prell Restaurant Group, LLC, 9070 Firestone Blvd., Downey, CA, (562)862-5282 352853, BROOKTALBERT D, L.P., 18022 Brookhurst St, Fountain Valley, CA, (714)376-4668 353041, 1132 Wilshire Donuts, LLC, 1132 Wilshire Blvd., Santa Monica, CA, (310)576-9200 353053, Lala Sweets Corporation, 924 E Ontario Ave, Corona, CA, (951)847-7777 353145, Precision Hospitality & Development, LLC, 25242 McIntyre St, Laguna Hills, CA, (949)356-5813 353296, BATTER BOYS, INC., 355 S Mountain Ave, Upland, CA, (909)931-1983 353434, TRIO DONUT AND COFFEE INC, 1300 Standiford Ave, Modesto, CA, (209)342-6798 353543, First and Harbor D, Inc., 100 S Harbor Blvd., Santa Ana, CA, (714)839-8608 353754, MADISON FOOD MANAGEMENT, LLC, 4920 Balboa Blvd., Encino, CA, (818)995-0555 353851, GWGG, LLC, 12681 Harbor Blvd. Great Wolf Lodge, Garden Grove, CA, (657)667-5048 353940, Prell Restaurant Group, LLC, 6821 Eastern Ave, Bell Gardens, CA, (323)773-5280 354076, Lala Cream Corporation, 4858 Valley View Ave, Yorba Linda, CA, (714)203-9077 354087, SAWS MHS COFFEE COMPANY LLC, 40361 Murrieta Hot Springs Rd., Murrieta, CA, (951)698-9880 354145, TRIO DONUT AND COFFEE INC, 1970 W 11th St, Tracy, CA, (209)839-8367 354214, TRIO DONUT AND COFFEE INC, 5010 Foothills Blvd., Roseville, CA, (916)771-3801 354239, Fosters Donuts, LLC, 13300 Washington Blvd., Culver City, CA, (424)835-4096 354311, Good Treats, LLC, 27125 Sierra Hwy, Santa Clarita, CA, (661)424-9980 354355, Pipes Donuts LLC, 1614 S Crenshaw Blvd., Los Angeles, CA, (323)641-7445 354407, Precision Hospitality & Development, LLC, 15415 Jeffrey Rd., Irvine, CA, (949)988-7067 354437, MFM State 354437, Inc., 3771 State St, Santa Barbara, CA, (805)563-0058 354452, MADISON FOOD MANAGEMENT, LLC, 754 S Olive St, Los Angeles, CA, (213)532-5555 354537, AREAS USA LAX, LLC, 400 World Way, LAX Airport, Los Angeles, CA, (310)800-7133 354575, MFM RESEDA 354575 INC, 9355 Reseda Blvd., Northridge, CA, (818)341-3333 354648, TRIO DONUT AND COFFEE INC, 9601 Greenback Ln, Folsom, CA, (916)990-9914 354682, Burton Restaurants, LLC, 350 Fletcher Pkwy, El Cajon, CA, (619)766-2012 354702, CDK South San Francisco LLC, 180 S Airport Blvd., South San Francisco, CA, (650)742-9101 354722, 6201 Hollywood Donuts LLC, 6201 Hollywood Blvd., Los Angeles, CA, (323)536-9220 354723, Lala Cream Corporation, 17771 Santiago Blvd., Villa Park, CA, (714)927-7149 354754, Lala Sweets Corporation, 4922 La Sierra Ave, Riverside, CA, (951)777-8377 354782, Good Treats, LLC, 3100 Glendale Blvd., Los Angeles, CA, (323)665-5745 354879, Burton Restaurants, LLC, 2139 E Plaza Blvd., National City, CA, (619)267-1544 354888, TOP BRAND DONUTS, LLC, 1314 Ocean St, Santa Cruz, CA, (831)201-4979 354955, CHANDI GROUP USA CVDD INC., 42225 Jackson St, Indio, CA, (760)342-5519 354966, Burton Restaurants, LLC, 8635 Obregon Ave, San Diego, CA, (760)514-9141 355026, SHIVA D CALI, INC., 410 Napa Junction Rd., American Canyon, CA, (707)320-0685 355040, Precision Hospitality & Development, LLC, 15190 Kensington Park Dr, Tustin, CA, (657)266-0882 355047, NEWPORT COFFEE COMPANY LLC, 26905 Newport Rd., Menifee, CA, (951)723-8123 355054, GOLDEN GATE RESTAURANT GROUP LLC, 1250 Newell Ave, Walnut Creek, CA, (925)946-1134 355074, Burton Restaurants, LLC, MCAS "The Hub" On a Military Installation Miramar Way, San Diego, CA, (760)514-9141 355091, Prell Restaurant Group, LLC, 13905 Francisquito Ave, Baldwin Park, CA, (626)337-5120 355122, Burton Restaurants, LLC, 2017 Naval Air Station North Island, Coronado, CA, (619)600-0105 355298, MFM LINDERO 355298, INC., 30895 E Thousand Oaks Blvd., Westlake Village, CA, (818)991-5555 355465, Good Treats, LLC, 7203 Van Nuys Blvd., Los Angeles, CA, (818)778-6461 355492, MFM HANFORD 355492, INC., 1695 W Lacey Blvd., Hanford, CA, (559)587-1111 355533, Good Treats, LLC, 200 S Glenoaks Blvd., Burbank, CA, (818)558-6344 355538, CDK Half Moon Bay LLC, 118 San Mateo Rd., Half Moon Bay, CA, (650)560-0106 355556, VENICE & WESTERN DONUTS, LLC, 2300 Venice Blvd., Los Angeles, CA, (323)643-4554

514

355684, Figueroa & Anaheim D, L.P., 1326 West Anaheim St, Los Angeles, CA, (424)287-2119 355696, Precision Hospitality & Development, LLC, 23771 El Toro Rd., Lake Forest, CA, (949)600-3843 355763, Prell Restaurant Group, LLC, 275 South Lake Ave, Pasadena, CA, (626)793-5282 355782, 1490 South Broadway, LLC, 1486 South Broadway, Santa Maria, CA, (805)550-0939 355820, BrimArt D, L.P., 1211 Allen Rd., Bakersfield, CA, (661)589-3772 355857, Far North Restaurant Ventures, LLC, 1040 Colusa Ave, Yuba City, CA, (530)671-2008 355923, MFM Sepulveda 355923, Inc., 10432 Sepulveda Blvd., Mission Hills, CA, (818)361-6161 355967, CDK Fremont LLC, 5255 Mowry Ave, Fremont, CA, (510)739-2383 356191, Precision Hospitality & Development, LLC, 43615 10th St W, Lancaster, CA, (661)726-0073 356350, Prell Restaurant Group, LLC, 2232 S Central Ave, Compton, CA, (310)635-0257 356536, SNELL AVENUE DONUTS, LLC, 5519 Snell Ave, San Jose, CA, (408)440-2143 356574, Burton Restaurants, LLC, 225 Broadway, San Diego, CA, (619)202-6739 356617, BATTER BOYS, INC., 11995 E Foothill Blvd., Rancho Cucamonga, CA, (909)481-2888 356626, SHIVA D CALI 1, INC., 435 N McDowell Blvd., Petaluma, CA, (707)408-2100 356628, Precision Hospitality & Development, LLC, 15082 Bear Valley Rd., Victorville, CA, N/A 356659, Prell Restaurant Group, LLC, 17404 Bellflower Blvd., Bellflower, CA, N/A 356694, Lakewood and McGowen D, L.P., 3861 N Lakewood Blvd., Long Beach, CA, (562)420-2288 356770, Burton Restaurants, LLC, 11th St MCX Camp Pendleton, Oceanside, CA, (760)430-7646 356829, AREAS USA LAX, LLC, 1 World Way LAX Terminal 7, Los Angeles, CA, (213)235-0246 357009, Festival Fun Parks, LLC, 111 Raging Waters Dr, San Dimas, CA, (909)802-2200 357021, Precision Hospitality & Development, LLC, 635 Camino De Los Mares, San Clemente, CA, (949)600-3497 357118, Lala Sweets Corporation, 18641 Van Buren Blvd., Riverside, CA, (951)384-2882 357194, GOLDEN GATE RESTAURANT GROUP LLC, 4383 Clayton Rd., Concord, CA, (925)363-3454 357241, Good Treats, LLC, 26441 Bouquet Canyon Rd., Santa Clarita, CA, (661)263-3763 357329, Precision Hospitality & Development, LLC, 23981 Alicia Pkwy, Mission Viejo, CA, N/A 357441, MFM MADERA 357441, INC., 1977 W Cleveland Ave Wal*mart, Madera, CA, (559)416-7474 357590, Burton Restaurants, LLC, 3308 Main St, Lemon Grove, CA, N/A 357673, Pilot Travel Centers LLC, 1850 Main St Pilot Travel Center, Brawley, CA, (760)344-3695 357749, 1800 23rd Street D, L.P., 1800 23rd St, Bakersfield, CA, (661)493-0183 357785, Mohammed Abid Hussain & Shanaz Hussain, 775 W State Highway 20, Upper Lake, CA, (707)275-8026 357824, CDK San Carlos LLC, 240 El Camino Real, San Carlos, CA, (650)832-1462 357841, MFM TOPANGA 357841 INC., 22020 Ventura Boulevard, Woodland Hills, CA, (747)230-4444 357846, MFM HOPE 357846 INC, 655 S Hope St, Los Angeles, CA, (213)628-3262 357968, Precision Hospitality & Development, LLC, 4139 Campus Dr, Irvine, CA, N/A 358067, Prell Restaurant Group, LLC, 1258 W Redondo Beach Blvd., Gardena, CA, (310)769-5534 358106, MFM ARNEILL 358106, INC., 300 Arneill Rd., Camarillo, CA, (805)384-8444 358272, CDK Oakland LLC, 451 Hegenberger Rd., Oakland, CA, (510)639-9188 358447, Good Treats, LLC, 1151 Glendale Galleria, Glendale, CA, (818)550-1455 358473, Pilot Travel Centers LLC, 42810 Frazier Mountain Rd., Lebec, CA, (661)248-2600 358515, Burton Restaurants, LLC, 409 Washington St, San Diego, CA, (619)439-4432 358585, Lala Cream Corporation, 1302 17th St, Santa Ana, CA, (714)929-1299 358726, CDK Hayward LLC, 268 Jackson St, Hayward, CA, N/A 358797, Burton Restaurants, LLC, 3500 Sports Arena Blvd., San Diego, CA, N/A 358812, SHIVA D CALI 3 INC, 6650 Hembree Lane, Windsor, CA, (707)892-0211 359144, SSP America, Inc., 3225 N Harbor Dr, San Diego, CA, N/A Colorado 300446, JB Partners CS & Colorado Ave, LLC, 806 W. Colorado Ave, Colorado Springs, CO, (719)634-4561 300470, JB Partners CS & Delmonico Drive, LLC, 6660 Delmonico Dr, Colorado Springs, CO, (719)598-9064 300744, JB Partners CS & North Circle, LLC, 201 N. Circle Dr, Colorado Springs, CO, (719)634-7877 351353, Fresquez Concessions, Inc., 7680 Pena Blvd., Denver Intl Airport, Denver, CO, (303)634-4833 351624, CCC Sloan's Lake LLC, 2001 Sheridan Blvd., Edgewater, CO, (720)328-6943 351710, Bradley Donuts, LLC, 366 Broadway, Denver, CO, (303)733-3973 351896, Denver Concession Group, LLC, 8500 Pena Blvd., Denver Int'l Airport, Denver, CO, (303)342-8469 351965, Red Mountain 1, LLC, 16611 E Smoky Hill Rd., Aurora, CO, (303)766-9010 352323, Sizzling Donuts, LLC, 8775 Washington St, Thornton, CO, (303)605-2622 352324, Sizzling Donuts, LLC, 7615 W 88th Ave, Westminster, CO, (303)432-8393 352339, Sizzling Donuts, LLC, 3235 28th St Suite A, Boulder, CO, (303)443-3968 352462, Red Mountain 1, LLC, 9595 E Arapahoe Rd., Greenwood Village, CO, (303)862-6155 352872, Sizzling Donuts, LLC, 13591 Huron St, Westminster, CO, (303)920-5136 352883, Bradley Donuts, LLC, 4820 E Hampden Ave, Denver, CO, (303)953-9858 352913, Sizzling Donuts, LLC, 4761 North Tower Rd., Denver, CO, (303)371-9340 353000, Bradley Donuts, LLC, 2323 S Havana St, Aurora, CO, (303)695-0695 353090, JB Partners CS Austin Bluffs & Meadowland, LLC, 3230 Austin Bluffs Pkwy, Colorado Springs, CO, (719)344-9835 353280, CCC Mineral LLC, 4760 W Mineral Ave, Littleton, CO, (720)459-7728

515

353784, Sizzling Donuts, LLC, 64 Ken Pratt Blvd., Longmont, CO, (303)774-2092 353815, CCC Kipling LLC, 5021 Jellison Way, Littleton, CO, (303)904-0899 353920, JB Partners CS Powers & Dublin, LLC, 5915 Dublin Blvd., Colorado Springs, CO, (719)574-2391 353996, Dawgs & Donuts, LLC, 102 E 29th St, Loveland, CO, (970)685-4165 354139, JB CS Pueblo, LLC, 3991 N Elizabeth St, Pueblo, CO, (719)542-0538 354320, AVALANCHE COFFEE LLC, 120 Blue River Parkway, Silverthorne, CO, (970)468-0520 354779, JB CS Mesa Ridge & Fountain LLC, 6650 Mesa Ridge Pky, Fountain, CO, (719)392-2096 355102, Red Mountain Breakfast Company, LLC, 19240 E Lincoln Ave, Parker, CO, (303)284-0564 355264, Great Wolf Lodge of Colorado, LLC, 9494 Federal Dr., Colorado Springs, CO, (719)599-9653 355737, Dawgs & Donuts III, LLC, 5290 Arena Cir, Budweiser Arena, Loveland, CO, N/A 355877, AESIR GROUP INTERNATIONAL, INC., 4102 Pinion Dr, USAFA, CO, (719)465-3919 355878, AESIR GROUP INTERNATIONAL, INC., 2354 Fairchild Dr, USAFA, CO, (719)472-8323 356358, FTC HHI, LLC, 980 O'Connell Blvd., Fort Carson, CO, (719)785-4823 356712, HARTMAN HOLDINGS, INC., 210 Falcon Pkwy, Colorado Springs, CO, (719)567-2177 357063, Pilot Travel Centers LLC, 15455 Terrazzo Dr, Monument, CO, (719)487-7555 357247, Pilot Travel Centers LLC, 708 N Main St, Lamar, CO, (719)336-2573 357274, HARTMAN HOLDINGS, INC., 2346 Academy Drive, USAFA Visitor Center, Colorado Springs, CO, (719)785-4823 357626, Pilot Travel Centers LLC, 16751 E 32nd Ave, Aurora, CO, (303)364-7600 357831, JB CS Nevada & Navajo LLC, 1609 S Nevada Ave, Colorado Springs, CO, (719)247-1332 Connecticut 300261, J.B. Donuts, Inc., 1350 Whalley Ave, New Haven, CT, (203)397-5313 300283, Spiro Donuts, LLC, 1900 Dixwell Ave, Hamden, CT, (203)281-1640 300284, B & C Donuts, Inc., 1338 Boston Post Rd., Milford, CT, (203)874-3189 300289, M.C.R. Donuts, Inc., 1182 New Haven Rd., Naugatuck, CT, (203)723-1200 300292, Couto Donuts, Inc., 368 Route 12, Groton, CT, (860)445-0329 300312, Great American Donut, Inc., 75 Airport Rd., Hartford, CT, (860)296-2608 300339, Jacks Family Donuts, Inc., 415 N. Main St, Southington, CT, (860)621-8625 300340, 1084 Main Street Donuts, LLC, 1084 Main St, East Hartford, CT, (860)291-0677 300341, Premier Food Services, LLC, 595 Winsted Rd., Torrington, CT, (860)489-1227 300342, Fairfield Donuts, Inc., 593 Post Rd., Fairfield, CT, (203)255-3366 300343, CRRM Branford Donuts, Inc., 112 N Main St, Branford, CT, (203)488-8389 300344, Waterbury Donuts, Inc., 201 Thomaston Ave, Waterbury, CT, (203)574-0784 300345, West Haven Donuts, Inc., 12 Boston Post Rd., West Haven, CT, (203)934-3333 300348, Stratford Donut Corp., 880 Barnum Avenue Cutoff, Stratford, CT, (203)378-4024 300448, Old Danbury Donuts, Inc., 101 White St, Danbury, CT, (203)743-1305 300455, GS Donuts, LLC, 81 Church St, New Haven, CT, (203)789-0337 300477, Great American Donut, Inc., 450 New Park Ave, West Hartford, CT, (860)233-7626 300512, Whethersfield Donuts, Inc., 225 Silas Deane Hwy, Wethersfield, CT, (860)563-5926 300570, Main Coffee House, LLC, 4150 Main St, Bridgeport, CT, (203)374-0400 300658, Hatzis Donuts, LLC, 970 Hartford Tpke, Waterford, CT, (860)443-6660 300668, Willimantic Donuts, Inc., 1015 Main St, Willimantic, CT, (860)423-2328 300669, New England Donuts, LLC, 856 Queen St, Southington, CT, (860)628-5525 300849, West Main Donuts, Inc., 411 W Main St, Stamford, CT, (203)973-0394 300875, Watertown Donuts, Inc., 1174 Main St, Watertown, CT, (860)274-3441 300900, Watertown Donuts, Inc., 495 S Main St, Thomaston, CT, (860)283-6969 300921, S & P Donut Corp., 100 Hawley Ln Hawley Lane Mall, Trumbull, CT, (203)378-7342 300968, Danbury Donuts, Inc., 2 Mill Ridge Rd., Danbury, CT, (203)744-6412 300973, Vernon Donuts, Inc., 83 Talcottville Rd., Vernon Rockville, CT, (860)871-5798 301076, Darien Donuts, Inc., 544 Connecticut Ave, Norwalk, CT, (203)853-7111 301081, SOPHIA CT LLC, 382 Vauxhall St, New London, CT, (860)443-1109 301333, CRRM W. Main Street Donuts, Inc., 858 W Main St, Branford, CT, (203)488-7402 301400, North Haven Donuts, Inc., 136 Washington Ave, North Haven, CT, (203)239-7065 301587, Meadow St. Donuts, Inc., 2 Meadow St, Naugatuck, CT, (203)729-7977 301610, Volis Donuts, LLC, 102 Boston Post Rd., Waterford, CT, (860)443-8084 301629, Meadow St. Donuts, Inc., 282 S Main St, Naugatuck, CT, (203)720-2227 301654, Rocky Hill Donuts, Inc., 397 Cromwell Ave, Rocky Hill, CT, (860)529-7711 301731, New Milford Donuts, LLC, 12 Danbury Rd., New Milford, CT, (203)354-7096 301753, 760 Park Avenue Donuts, LLC, 760 Park Ave, Bloomfield, CT, (860)243-5633 301764, 219 East Avenue Norwalk, LLC, 219 East Ave, Norwalk, CT, (203)852-0068 301904, Bridgeport Acquisition Co., Inc., 2427 Main St, Bridgeport, CT, (203)331-9771 301928, Waterbury Donuts, Inc., 2586 E Main St, Waterbury, CT, (203)597-8953 302040, Tunxis Hill Donuts Inc., 200 Tunxis Hill Rd., Fairfield, CT, (203)330-1212 302069, Rose Donuts, LLC, 200 Sargent Dr, New Haven, CT, (203)777-3500 302230, BRD Donuts, Inc., 855 Farmington Ave Mix St., Bristol, CT, (860)589-6002

516

302380, Seema Donuts, LLC, 50 Union Ave/Union RR Station, New Haven, CT, (203)773-9151 302518, Oxford Donuts, LLC, 71 Oxford Rd., Oxford, CT, (203)881-0943 302575, Couto Donuts of Montville, LLC, 641 Norwich, New London Tpk, Montville, CT, (860)848-4724 302601, Greenwich Donut Corp, 271 W Putnam Ave, Greenwich, CT, (203)869-5791 302602, ANTONIOS DONUTS, LLC, 940 Dixwell Ave, Hamden, CT, (203)786-4722 302672, Millennium Donuts, Inc., 502 Saw Mill Rd., West Haven, CT, (203)933-3441 302697, Demitra Donuts, LLC, 51 York St, New Haven, CT, (203)865-5655 302701, New Milford Donuts, LLC, 4 East St, New Milford, CT, (860)354-4408 302769, Maria Donuts, LLC, 91 Frontage Rd., East Haven, CT, (203)466-3800 302801, Seema Donuts, LLC, 50 Union Ave, New Haven, CT, (203)772-0049 302869, PTM Enterprises, LLC, 21 Providence Pike # Rt, Putnam, CT, (860)928-4112 302917, Bridgeport Acquisition Co., Inc., 285 Boston Ave, Bridgeport, CT, (203)576-8808 302984, Bridgeport Donuts LLC, 979 Main St, Bridgeport, CT, (203)335-8550 303307, Lonick Management, LLC, 135 Prospect St, Stamford, CT, (203)325-4204 303311, Old Danbury Donuts, Inc., 25 Grassy Plain Rd., Bethel, CT, (203)797-9221 303317, UF-Seymour Donuts, LLC, 33 New Haven Rd., Seymour, CT, (203)888-0200 303318, Madison Donuts, Inc., 1315 Boston Post Rd., Madison, CT, (203)245-1338 303320, NORTH BRANFORD DONUTS, INC., 1199 Foxon Rd., North Branford, CT, (203)484-5251 303851, Elm Donuts, Inc., 293 Elm St, West Haven, CT, (203)933-4453 304203, Windsor Locks Donuts, Inc., 596 Elm St, Windsor Locks, CT, (860)623-2166 304322, B & C Donuts, Inc., 1353 New Haven Ave, Milford, CT, (203)874-9788 304391, Stone Donuts, Inc., 136 Norwich Westerly Rd., North Stonington, CT, (860)599-5611 304445, Old Danbury Donuts, Inc., 82 Newtown Rd., Danbury, CT, (203)744-3026 304611, Valley Donuts, Inc., 25 Albany Tpke, West Simsbury, CT, (860)651-0703 304717, Great American Donut, Inc., 2536 Albany Ave, West Hartford, CT, (860)232-8849 304959, JKS Donuts, LLC, 1015 Farmington Ave, Farmington, CT, (860)678-1999 304966, Ermioni Donuts, LLC, 291 Ferry St, New Haven, CT, (203)782-2837 306074, Great American Donut, Inc., 1234 Farmington Ave, West Hartford, CT, (860)521-9518 306078, New England Donuts, LLC, 970 New Britain Ave, West Hartford, CT, (860)953-7100 306094, G & M Investments, LLC, 5065 Main St , Trumbull, CT, (203)374-9009 306197, Brookside Donuts, Inc., 35 Hazard Ave, Enfield, CT, (860)745-9894 306468, Manchester Confectioners, Inc., 171 Spencer St, Manchester, CT, (860)646-9129 306504, Spencer St. Donuts, Inc., 1205 Tolland Tpke, Manchester, CT, (860)646-9254 306589, CRRM Derby Donuts, Inc., 530 New Haven Ave, Derby, CT, (203)734-1166 306701, BUTTERCUP CT LLC, 209 Flanders Rd., East Lyme, CT, (860)691-0164 306803, N B Donuts, LLC, 118 E Main St, New Britain, CT, (860)348-0890 306804, East Windsor Donuts, Inc., 1 Thompson Rd., East Windsor, CT, (860)783-8958 306973, WMG & Sons, Inc., 15 Pine St, Bristol, CT, (860)589-5899 307036, Route 66 Donuts, LLC, 152 Main St, Portland, CT, (860)342-1490 307138, Monroe Acquisition Co., Inc., 447 Monroe Tpke, Monroe, CT, (203)452-9167 307248, Waterbury Donuts, Inc., 63 Bank St, Waterbury, CT, (203)574-5221 307431, Stratford Access Donuts, Inc., 60 Access Rd., Stratford, CT, (203)378-5202 307458, Fairfield Rail Donuts, Inc., 484 Bridgeport Ave, Shelton, CT, (203)402-0497 307701, Dymer Enterprises, Inc., 7365 Main St, Stratford, CT, (203)375-1313 307717, New England Donuts, LLC, 77 Main St N, Southbury, CT, (203)262-1511 307828, Foxon Donuts, Inc., 294 Foxon Blvd., New Haven, CT, (203)469-6437 307834, EDY Donuts, LLC, 770 Chapel St, New Haven, CT, (203)789-0660 307979, D'Andrea Corporation, 985 Boston Post Rd., West Haven, CT, (203)932-6000 308054, Fairfield Coffee, Inc., 1910 Black Rock Tpke, Fairfield, CT, (203)367-4469 308055, Westport Donut, Inc., 1533 Post Rd. E, Westport, CT, (203)256-0513 308099, Parkway Convenience Shoppe, LLC, 1051 Long Ridge Rd., Stamford, CT, (203)595-0118 308136, Bella Donuts, LLC, 311 Main St IGA Plaza, Terryville, CT, (860)589-1570 308171, Rocky Hill Donuts, Inc., 2234 Silas Deane Hwy, Rocky Hill, CT, (860)563-5119 308244, Dymer Newtown, LLC, 6 Queen St, Newtown, CT, (203)270-9288 308421, Cain Enterprises of Norwalk, Inc., 35 Danbury Rd., Wilton, CT, (203)761-8663 308535, Clinton Donuts, Inc., 215 E Main St, Clinton, CT, (860)664-0220 308536, Argyro Donuts, LLC, 60 Town St, Norwich, CT, (203)889-1721 308628, New Meriden Donuts, Inc., 255 E Main St, Meriden, CT, (203)630-1550 308629, Gianni Donuts, LLC, 1950 State St, Hamden, CT, (203)562-7701 308693, Springdale Donuts, Inc., 1044 Hope St, Stamford, CT, (203)324-0299 308753, JKS Donuts, LLC, 4 Rainbow Rd., East Granby, CT, (860)653-0883 308833, D & D Plainville, LLC, 19 East St, Plainville, CT, (860)793-2662 308834, Spencer St. Donuts, Inc., 855 Sullivan Ave, South Windsor, CT, (860)644-7989 308853, Shelton Bridgeport Donuts, Inc., 733 Bridgeport Ave, Shelton, CT, (203)944-0520 308876, 81 North Main Street Norwalk, LLC, 81 N Main St, Norwalk, CT, (203)853-1904

517

310025, BRD Donuts, Inc., 182 N Main St, Bristol, CT, (860)585-5942 310048, Willard Donuts, Inc., 883 High Ridge Rd., Stamford, CT, (203)322-6939 310107, LS Donuts, LLC, 54 Whitney Ave, New Haven, CT, (203)789-0380 310109, Forest Donuts, Inc., 847 Forest Rd., Northford, CT, (203)484-7740 310120, N B Donuts, LLC, 130 S Main St, New Britain, CT, (860)348-0690 310189, Darien Two, Inc., 967 Post Rd., Darien, CT, (203)656-3208 310190, Branchville Donuts, Inc., 15 Ethan Allen Hwy, Ridgefield, CT, (203)544-9085 310194, Oakland Donuts, Inc., 81 Oakland St, Manchester, CT, (860)646-7423 310195, Couto Donuts, Inc., 799 Long Hill Rd., Groton, CT, (860)449-0203 310231, Waterbury Donuts, Inc., 2714 S Main St, Waterbury, CT, (203)759-5703 310243, Plainfield Enterprises, LLC, 65 Lathrop Rd., Plainfield, CT, (860)564-5185 310309, Whethersfield Donuts, Inc., 1030 Silas Deane Hwy, Wethersfield, CT, (860)257-8042 310313, B & C Donuts, Inc., 214 Woodmont Rd., Milford, CT, (203)878-3110 310314, Stafford Donuts, Inc., 545 Hazard Ave, Enfield, CT, (860)749-5011 310315, WMG & Sons, Inc., 747 Wolcott Rd., Wolcott, CT, (203)879-5111 310436, 682 South Colony Road, Inc., 682 S Colony Rd., Wallingford, CT, (203)269-7728 310437, C.L.G., Inc., 1095 Main St, Newington, CT, (860)665-9655 310466, Danbury Donuts, Inc., 1618 Hayestown Ave, Danbury, CT, (203)798-7425 330000, Washington Ave. Donuts, Inc., 530 Washington Ave, North Haven, CT, (203)234-7301 330092, East Windsor Donuts, Inc., 94 Main St, Windsor Locks, CT, (860)623-8229 330193, D'Andrea Corporation, 1200 Boston Post Rd., Guilford, CT, (203)458-1955 330231, Rupiya Donut, LLC, 864 Whalley Ave, New Haven, CT, (203)397-1365 330268, Lorna Donuts, LLC, 327 Ruby Rd., TA Truck Stop, Willington, CT, (860)684-0507 330327, Ellie Donuts, LLC, 889 State St, New Haven, CT, (203)782-6171 330347, Simone's Inc., 814 Derby Ave, Seymour, CT, (203)735-9240 330433, New Meriden Donuts, Inc., 38 Main St, Durham, CT, (860)349-0813 330434, Enfield Donuts, Inc., 562 Enfield St, Enfield, CT, (860)745-2900 330435, C.L.G., Inc., 548 Cedar Street, Newington, CT, (860)667-9557 330464, So. Windsor Donuts, Inc., 263 Pleasant Valley Rd., South Windsor, CT, (860)290-9935 330640, Dekk - Whalley, LLC, 1179 Chapel St, New Haven, CT, (203)624-1107 330641, C.L.G., Inc., 223 New Britain Rd., Berlin, CT, (860)229-0606 330801, CRRM Essex Road Donuts, Inc., 198 Essex Rd., Westbrook, CT, (860)399-7008 330837, Kostas Donuts, LLC, 316 Boston Post Rd., Waterford, CT, (860)447-3360 330839, CRRM Main Street Donuts, Inc., 207 East Main St, Branford, CT, (203)488-7334 330918, Vangoh Donuts, LLC, 737 N Main St, Norwich, CT, (860)204-9505 331022, Bridgeport Acquisition Co., Inc., 2550 Fairfield Ave, Bridgeport, CT, (203)336-8843 331028, Kimberly Ave. Donuts, Inc., 255 Kimberly Ave, New Haven, CT, (203)789-0655 331172, Premier Food Services, LLC, 1276 E Main St, Torrington, CT, (860)496-9358 331174, Route 66 Donuts, LLC, 860 Portland Cobalt Rd., Portland, CT, (860)342-5120 331246, Great American Donut, Inc., 746 Main St, Plantsville, CT, (860)628-8203 331287, George Donuts, LLC, 3300 Whitney Ave, Hamden, CT, (203)287-5442 331312, N B Donuts, LLC, 234 Newington Ave, New Britain, CT, (960)348-0679 331432, East Windsor Donuts, Inc., 172 Bridge St, East Windsor, CT, (860)623-2522 331561, Great American Donut, Inc., 56 Park Rd., West Hartford, CT, (860)232-1796 331774, Ouimet Donuts, Inc., 131 Brainard Rd., Hartford, CT, (860)524-8541 331805, Monroe Acquisition Co., Inc., 198 Leavenworth Rd., Shelton, CT, (203)929-8477 331844, J.J.M.A. Donuts, LLC, 1662 Route 12, Gales Ferry, CT, (860)464-7648 331979, CRRM Post Road Donuts, Inc., 977 Boston Post Rd., Westbrook, CT, (860)399-7008 331992, Stratford Honeyspot Donuts, Inc., 1150 Honeyspot Rd., Stratford, CT, (203)502-2686 332127, Watertown Donuts, Inc., 369 East Main St, Thomaston, CT, (860)283-6763 332152, Preston Donuts, Inc., 492 Ct Rte 2, Preston, CT, (860)887-7325 332153, 295 Spielman Highway, LLC, 295 Spielman Hwy., Burlington, CT, (860)404-9433 332290, J.J.M.A. Donuts, LLC, 2210 Route 32, Montville, CT, (860)848-1833 332358, New Meriden Donuts, Inc., 435 Lewis Ave, Midstate Medical Center, Meriden, CT, (203)379-0543 332403, New Haven Ave. Donuts, Inc., 594 New Haven Ave, Milford, CT, (203)877-0480 332776, Veneziano Enterprises, LLC, 440 S Main St, Colchester, CT, (860)537-0734 332907, Wallingford Donuts, Inc., 1101 N. Colony Rd., Wallingford, CT, (203)269-1512 332986, Yalesville Donuts, Inc., 217 Main St Rte 150, Yalesville, CT, (203)679-0583 333005, D & D Plainville, LLC, 741 W Main St, New Britain, CT, (860)826-5488 333012, Farmington Donuts, LLC, 348 Colt Highway, Farmington, CT, (860)676-1211 333013, E & E Donuts, Inc., 694 N Colony Rd., Wallingford, CT, (203)265-2595 334688, A.B. Corp., 3040 Main St, Glastonbury, CT, (860)633-3506 334689, Great American Donut, Inc., 262 Meriden Waterbury Tpke, Southington, CT, (860)620-9289 334690, Vernon Donuts, Inc., 38 Windsor Ave, Vernon Rockville, CT, (860)870-9986 334783, Prospect Donuts, Inc., 19 Waterbury Road, Prospect, CT, (203)758-0810

518

335006, ICA SUFFIELD DONUTS, INC., 144 Mountain Rd., Suffield, CT, (860)668-1216 335070, Lafayette Donuts LLC, 815 Lafayette Blvd., Bridgeport, CT, (203)366-1605 335403, Shelton Old Stratford Donuts, Inc., 18 Old Stratford Rd., Shelton, CT, (203)925-8681 335460, Stafford Donuts, Inc., 22 W Stafford Rd., Stafford Springs, CT, (860)684-7557 335535, Great American Donut, Inc., 41 S. Main St, West Hartford, CT, (860)313-1360 335690, G & A Donut Corp, 1273-1275 W. Broad St., Stratford, CT, (203)690-1101 335701, Route 66 Donuts, LLC, 25 East High St, East Hampton, CT, (860)267-2788 335770, Sheilah Donuts, LLC, 11 Nott Highway, Ashford, CT, (860)429-2503 335771, 244/255 Donuts, LLC, 244 Center St, Manchester, CT, (860)646-9395 335773, A.M. Donuts, Inc., 57 S Broad St, Meriden, CT, (203)238-3426 335785, Sparta Donuts, LLC, 154 W Town St, Norwich, CT, (860)889-0810 335805, BUTTERCUP CT LLC, 255 Main St, Niantic, CT, (860)739-1910 335806, Elm Plaza Donuts, Inc., 89 Elm St, Enfield, CT, (860)741-5349 335862, A.E.B. Donuts, Inc., 535 Watertown Ave, Waterbury, CT, (203)574-5192 336102, East Haven Donuts, Inc., 704 Foxon Rd., East Haven, CT, (203)469-0207 336103, Norwalk Donuts, Inc., 195 Main Street, Norwalk, CT, (203)847-2121 336129, Universal Donuts, Inc., 411-D Universal Dr, North Haven, CT, (203)239-1962 336139, A.M. Donuts, Inc., 310 South Main St, Cheshire, CT, (203)272-5537 336142, Samana, Inc., 39 Pershing Dr, Ansonia, CT, (203)732-5787 336193, TJC Donuts, LLC, 265 Washington St., Hartford, CT, (860)246-2304 336195, Windsor Avenue Donuts, Inc., 503 Windsor Ave, Windsor, CT, (860)524-0094 336361, MTS Associates, Inc., 407 Main St, Danbury, CT, (203)205-0609 336522, Alegeo, LLC, 450 Main Street, Stamford, CT, (203)323-3335 336524, FRANKDAN CORPORATION, 556 Boston Post Rd., Guilford, CT, (203)458-1268 336525, CRRM New Haven Donuts, Inc., 25 New Haven Ave, Derby, CT, (203)734-0633 336611, MTS Associates, Inc., 110 Newtown Rd., Danbury, CT, (203)778-2582 336657, JKS Donuts, LLC, 12 Mill St, Unionville, CT, (860)404-0458 336672, Winsted Donuts, LLC, 3 Main St, Winsted, CT, (860)738-4000 336679, Merrow Rd. Donuts, Inc., 65 Merrow Rd., Tolland, CT, (860)872-2034 336682, Angelini Enterprises, Inc., 320 Main St, East Haven, CT, (203)469-9211 336743, Gagnon, LLC, 1113 Farmington Avenue, Berlin, CT, (860)828-0083 336798, SEYMOUR ACQUISITION, LLC, 470 Derby Ave, West Haven, CT, (203)389-7733 336838, Coventry Donuts, LLC, 3516 Main St, Coventry, CT, (860)742-5114 336859, D & D Plainville, LLC, 149 New Britain Ave, Plainville, CT, (860)410-1831 336890, Stamford Rail Donuts, Inc., 30 Station Pl, Stamford Train Station, Stamford, CT, (203)967-4505 337312, JPT CT LLC, 175 Broad St, New London, CT, (860)443-5058 337477, A.E.B. Donuts, Inc., 1677 Meriden Rd., Wolcott, CT, (203)879-1522 337597, Gagnon, LLC, 1750 Berlin Tpk, Wethersfield, CT, (860)529-6252 337618, One Kirby Road Donuts, LLC, 1 Kirby Rd., Cromwell, CT, (860)613-2450 337619, Spencer St. Donuts, Inc., 1527 Pleasant Vally Rd., Manchester, CT, (860)648-2974 337711, Tracy Donuts, Inc., 1659 Storrs Rd., Storrs Mansfield, CT, (860)429-1302 337766, Capital Donuts, LLC, 150 Park Ave, Hartford, CT, (860)232-8777 337861, Glastonbury Blvd. Donuts, LLC, 215 Glastonbury Blvd., Glastonbury, CT, (860)659-4553 337866, PINE FARM DONUTS, LLC, 747 Pine St, Bristol, CT, (860)582-3154 338048, S & S Cain Donuts, LLC, 380 Main Ave, Norwalk, CT, (203)847-0633 338068, Ridgefield Donuts, Inc., 52 Danbury Rd., Ridgefield, CT, (203)438-9708 338122, Newington Donuts, LLC, 2601 Berlin Tpk, Newington, CT, (860)667-2662 338124, A.E.B. Donuts, Inc., 398 Chase Ave, Waterbury, CT, (203)596-9526 338170, CRRM Leetes Island Donuts, Inc., 33 Leetes Island Rd., Branford, CT, (203)315-1155 338179, Great American Donut, Inc., 790 West St, Southington, CT, (860)620-9610 338369, BRD Donuts, Inc., 1264 Farmington Ave, Bristol, CT, (860)584-8449 338536, Last Drop Acquisition, Inc., 859 Boston Post Rd., Milford, CT, (203)878-8216 338639, ICA Donuts, LLC, 497 Route 6, Andover, CT, (860)742-5332 338738, Windham Donuts, Inc., 307 Boston Post Rd., Windham, CT, (860)423-9064 338792, FRANKDAN CORPORATION, 177 Clinton St., Killingworth, CT, (860)663-2233 338879, New England Donuts, LLC, 999 Main St S, Southbury, CT, (203)262-6654 338880, South Road Donuts, Inc., 12 South Rd., Somers, CT, (860)698-6681 339083, TJC Donuts, LLC, 242 Trumbull St, Hartford, CT, (860)524-9723 339575, Jaychandradev Donut, LLC, 323 Whalley Ave, New Haven, CT, (203)562-0998 339577, Windsor Locks Donuts, Inc., 700 Poquonock Ave, Windsor, CT, (860)683-1612 339578, SEYMOUR ACQUISITION, LLC, 354 Roosevelt Dr, Seymour, CT, (203)732-7752 339773, A.E.B. Donuts, Inc., 575 Bank St, Waterbury, CT, (203)755-2988 339827, Old Saybrook Donuts, Inc., 1635 Boston Post Rd., Old Saybrook, CT, (860)399-0025 340041, 650 WEST AVENUE NORWALK, LLC, 650 West Ave, Norwalk, CT, (203)299-0376 340071, B&Z MANAGEMENT CORPORATION, 160 Kukas Ln, Waterbury, CT, (203)574-2211

519

340114, Farmington Donuts, LLC, 6 Colt Highway, Farmington, CT, (860)674-1595 340202, MSB Donuts, Inc., 349 Main St, Durham, CT, (860)349-6380 340241, Veneziano Hebron, LLC, 109 Main St, Hebron, CT, (860)228-8293 340255, Shaelyn Donuts, Inc., 210 Demming St, Manchester, CT, (860)648-1443 340285, ICA Donuts, LLC, 221 Willimantic Rd., Columbia, CT, (860)228-0192 340286, Jerry's Donuts, Inc., 1575 Main St, Willimantic, CT, (860)450-9791 340288, River Road Enterprises, LLC, 114 River Rd., Lisbon, CT, (860)376-5263 340293, Farmington Donuts, LLC, 1537 Stanley St., New Britain, CT, (860)229-9156 340368, Valley Donuts, Inc., 75 E Main St, Avon, CT, (860)674-0669 340369, Windsor Locks Donuts, Inc., 3250 Main St, Hartford, CT, (860)722-9990 340418, Putnam Donuts Of Connecticut, LLC, 325 Woodstock Ave, Putnam, CT, (860)963-7742 340502, Rivers Edge Donuts LLC, 24 Shunpike Rd., Cromwell, CT, (860)613-2420 340506, West Haven Donuts, Inc., 967 First Ave, West Haven, CT, (203)931-0677 340508, Gagnon Real, LLC, 2005 Berlin Turnpike Wilbur Cross Hwy, Berlin, CT, (860)828-5885 340509, J.J.M.A. Donuts II, LLC, 75 Poquonnock Rd., Groton, CT, (860)449-0250 340513, J.J.M.A. Donuts II, LLC, 639 Route 12, Groton, CT, (860)449-0736 340514, Great American Donut, Inc., 7 Mill Pond Rd. , Granby, CT, (860)653-7227 340560, Century Donuts, Inc., 528 Main St, West Haven, CT, (203)931-1847 340561, JYG LLC, 2 Norfolk Rd., Torrington, CT, (860)496-7847 340582, D'Andrea Corporation, 7 Glenwood Rd., Clinton, CT, (860)669-2225 340600, A.E.B. Donuts, Inc., 786 Hamilton Ave, Waterbury, CT, (203)465-1080 340603, JNT Donuts, LLC, 832 Voluntown Rd., Griswold, CT, (860)376-4055 340822, Stonington Foods, LLC, 106 Route 32, North Franklin, CT, (860)859-2870 340844, D & D Plainville, LLC, 1015 West Main St., New Britain, CT, (860)229-1551 340904, MSB Donuts, Inc., 490-528 West Main St, Meriden, CT, (203)630-6635 340950, WLM, LLC, 180 River Rd., Wal*Mart, Lisbon, CT, (860)376-0585 340955, Windham Donuts, Inc., 474 Boston Post Rd., Wal*Mart, North Windham, CT, (860)423-7892 340959, Market Donuts, Inc., 1100 New Haven Rd., Wal-Mart, Naugatuck, CT, (203)723-9841 340969, ICA SUFFIELD DONUTS, INC., 801 Thompsonville Rd., Suffield, CT, (860)668-2835 341069, PINE FARM DONUTS, LLC, 597 Farmington Ave, Stop & Shop, Bristol, CT, N/A 341141, Newfield Donuts, LLC, 779 Newfield St, Middletown, CT, (860)632-0454 341294, TPF Donuts, Inc., 443 Hartford Rd., Manchester, CT, (860)643-4750 341296, Whitney Ave. Donuts, Inc., 2490 Whitney Ave, Hamden, CT, (203)230-5884 341357, E & M Donuts, Inc., 767 Cromwell Ave, Rocky Hill, CT, (860)436-2405 341358, 903 Blue Hills Avenue Donuts, LLC, 903-905 Blue Hills Ave, Bloomfield, CT, (860)286-9061 341461, Spencer St. Donuts, Inc., 420 Buckland Hills Dr, Wal*Mart, Manchester, CT, (860)648-9290 341462, Wilton Center Donuts, LLC, 680 Connecticut Ave, Wal*Mart, Norwalk, CT, (203)299-5447 341476, S & S Cain Donuts, LLC, 125 Danbury Rd., Stop & Shop, Ridgefield, CT, (203)438-2458 341477, Glykouli Donuts, LLC, 538 West Main St, Norwich, CT, (860)859-0207 341502, Great American Donut, Inc., 129 Weston St, Hartford, CT, (860)293-0750 341507, Great American Donut, Inc., 905 Farmington Ave, West Hartford, CT, (860)570-1473 341508, JPT CT LLC, 380 Colman St, New London, CT, (860)444-8726 341699, New Danbury Donuts, Inc., 782 Federal Rd., Brookfield, CT, (203)775-0744 341723, Graikos Donuts, LLC, 220 Salem Turnpike, Wal*Mart, Norwich, CT, (860)889-7745 341798, West Haven Donuts, Inc., 424 Boston Post Rd., West Haven, CT, (203)907-4696 341800, A.E.B. Donuts, Inc., 750 Straits Tpk St., Watertown, CT, (860)274-0805 341876, Great American Donut, Inc., 20 Central Row, Hartford, CT, (860)524-9532 341877, Rivers Edge Donuts LLC, 648 S Main St, Middletown, CT, (860)343-9626 341878, E & M Donuts, Inc., 1949 Silas Deane Highway, Rocky Hill, CT, (860)513-1336 341886, Bholenath Donut LLC, 295 Blake St, New Haven, CT, (203)691-6072 341888, 161 Berlin Road Donuts, LLC, 161 Berlin Rd., Wal*Mart, Cromwell, CT, (860)778-7903 342004, Dozen Donuts, Inc., 319 Washington Ave, North Haven, CT, (203)234-9069 342020, E & M Donuts, Inc., 416 Silas Dean Hwy, Wethersfield, CT, (860)436-4894 342022, CRRM Post Road Donuts, Inc., 2414 Gold Star Hwy, Groton, CT, (860)536-5084 342031, Ouimet Donuts, Inc., 110 Brainard Rd., Hartford, CT, (860)293-2114 342087, Danbury Donuts, Inc., 2 Lake Avenue Ext, Danbury, CT, (203)743-2349 342092, Stonington Foods, LLC, 42 A/B Williams Ave, Mystic, CT, (860)536-4851 342095, D & D Plainville, LLC, 147 N. Washington St, Plainville, CT, (860)747-4284 342255, Bedford Donut, Inc., 310 Elm St, Stamford, CT, (203)969-7844 342289, Short Beach Donuts, Inc., 15 Hemmingway Ave, East Haven, CT, (203)469-3272 342291, MITSO DONUTS, LLC, 1399 Dixwell Ave, Hamden, CT, (203)230-8223 342410, Preston Gas Station Donuts, Inc., 37 Route 2, Preston, CT, (860)885-1501 342434, Great American Donut, Inc., 201 Saybrook Rd., Higganum, CT, (860)554-5171 342462, Shaelyn Donuts, Inc., 2103 Storrs Rd., Mansfield, CT, (860)487-4822 342508, Gagnon, LLC, 1100 Berlin Tpke, Berlin, CT, (860)828-6002

520

342510, The St. Michael Group, LLC, 216 South Main St, East Windsor, CT, (860)903-1013 342511, Great American Donut, Inc., 100 Constitution Plz, Hartford, CT, (860)524-8074 342512, Rivers Edge Donuts LLC, 613 Washington St, Middletown, CT, (860)344-8666 342513, New Cheshire Donuts, Inc., 1041 South Main St., Cheshire, CT, (203)250-7711 342517, TPF Donuts, Inc., 520 Talcottville Rd., Talcottville, CT, (860)871-0398 342593, Compass Group USA, Inc., 501 Crescent St, Southern CT State Univ, New Haven, CT, (203)392-6990 342595, Ten Donuts, LLC, 754 Maple Ave, Hartford, CT, (860)524-8861 342880, Canter 123, LLC, 5 Westminster Rd., Canterbury, CT, (860)546-6578 342881, Bridgeport Acquisition Co., Inc., 2165 Boston Ave, Bridgeport, CT, (203)331-8268 342883, J.J.M.A. Donuts II, LLC, 1056 Poquonnock Rd., Groton, CT, (860)449-0726 342885, ABOK, Inc., 2751 Main St, Glastonbury, CT, (860)633-2500 342989, Great American Donut, Inc., 1037 Boulevard, West Hartford, CT, (860)231-1398 343078, DKN MLB, LLC, 384 State St, Mobil Gas, North Haven, CT, (203)287-9844 343187, KGR, Inc., 979 Main St, Stamford, CT, (203)348-3101 343272, Kennedy Drive, LLC, 319 Kennedy Dr, Putnam, CT, (860)963-2043 343274, Premium Donuts, Inc., 500 Foxon Rd., New Haven, CT, (203)468-5787 343275, Watertown Donuts, Inc., 1565 Watertown Ave, Waterbury, CT, (203)528-4613 343296, Pella, LLC, 187 Willimantic Rd., Chaplin, CT, (860)445-7619 343310, East Windsor Donuts, Inc., 17 North Rd., East Windsor, CT, (860)292-6754 343320, Gagnon Real, LLC, 318 Adams St, Manchester, CT, (860)643-4705 343417, Bridgeview Donuts, Inc., 189 Forbes Rd., New Haven, CT, (203)468-6294 343661, ARNEX, LLC, 17 Whitehall Ave, Mystic, CT, (860) 245-0294 343734, Great American Donut, Inc., 25 Albany Ave, Hartford, CT, (860)547-1125 343783, Lafayette Square Donuts, Inc., 30 Lafayette Sq, Vernon, CT, (860)875-1130 343824, Watertown Donuts, Inc., 850 Wolcott Rd., Waterbury, CT, (203)597-9696 343831, Great American Donut, Inc., 365 Capitol Ave, Hartford, CT, (860)246-5454 343853, V.E. Westchester, LLC, 738 Middletown Rd., Velero Gas, Colchester, CT, (860)267-0824 343874, PINE FARM DONUTS, LLC, 21 Brewster Rd., Bristol Hospital, Bristol, CT, (860)584-8914 343877, JYG LLC, 195 S. Main St, Torrington, CT, (860)482-9327 343880, V.E. Linwood, LLC, 164 Linwood Ave, Colchester, CT, (860)537-2781 343890, Washington Coffee House, LLC, 280 Washington Ave, Bridgeport, CT, (203) 332-0100 343902, North Canaan Donuts, LLC, 3 E Main St, North Canaan, CT, (860)824-7576 343904, Great American Donut, Inc., 1 Union Pl, Hartford, CT, (860)548-1043 344193, 606 Post Road East LLC, 606 Post Rd., Westport, CT, (203)227-8190 344248, Faber BDL LLC, 10 Schoephoester Rd., Bradley Intl Airport, Windsor Locks, CT, (860)292-1478 344249, Faber BDL LLC, 10 Schoephoester Rd. Bradley Int'l Airport, Windsor Locks, CT, (860)292-1478 344288, North Coffee House, LLC, 529 North Ave, Bridgeport, CT, (203)333-1010 344373, N B Donuts, LLC, 500 West Farms Mall, West Hartford, CT, (860)313-0933 344418, PFS Two, LLC, 1758 E Main St, Torrington, CT, (860)482-6836 344419, Brookside Donuts, Inc., 155 Hazard Ave, Enfield, CT, (860)749-6255 344436, Nikolas, LLC, 541 Hartford Tpk, Dayville, CT, (860)779-9584 344438, 364 Silver Lane Donuts, LLC, 364 Silver Ln, East Hartford, CT, (860)895-9303 344440, SOPHIA CT LLC, 439 Ocean Ave, New London, CT, (860)444-0350 344540, S&J Donuts, Inc., 203 Greenwood Ave, Bethel, CT, (203)791-9325 344729, SOUTH WINDHAM DONUTS, INC., 875 Windham Rd., South Windham, CT, (860)450-9782 344809, Great American Donut, Inc., 23 Main St, Centerbrook, CT, (860)767-0396 344819, 307 Connecticut Avenue LLC, 307 Connecticut Ave, Norwalk, CT, (203)899-9988 344879, Enfield Donuts, Inc., 56 Enfield St, Enfield, CT, (860)253-7291 344881, Great American Donut, Inc., 106 Sisson Ave, Hartford, CT, (860)570-1363 344889, J.J.M.A. Donuts, LLC, 568 Norwich Tpke, Uncasville, CT, (860)848-3144 344890, Papou Donuts, LLC, 113 Salem Tpke, Norwich, CT, (860)887-5270 344891, 107 River Road, LLC, 107 River Rd., Mobil Gas, Lisbon, CT, (860)376-0496 344893, CRRM Main Street Donuts, Inc., 364 E Main St, Branford, CT, (203)488-1048 344894, Dimitri Donuts, LLC, 251 Main St, Shell Gas, Voluntown, CT, (860)779-2757 344895, ARNEX, LLC, 242 Greenmanville Ave, Mobil, Mystic, CT, (860)536-0040 344903, JERRY'S DONUTS, INC., 407 Jackson St, Mobil Gas, Willimantic, CT, (860)465-8106 344906, J & S Super Foods, LLC, 1450 Southford Rd., Southbury, CT, (203)262-8559 344944, Monroe Acquisition Co., Inc., 695 Main Street, Monroe, CT, (203)268-5242 345075, Great American Donut, Inc., 338 Park Rd., West Hartford, CT, (860)233-8451 345087, Monroe Acquisition Co., Inc., 230 Roosevelt Dr, Monroe, CT, (203)268-5298 345152, Huntington Coffee House, LLC, 1055 Huntington Tpke, Bridgeport, CT, (203)374-1144 345185, J.J.M.A. Donuts, LLC, 1280 Gold Star Hwy, Groton, CT, (860)449-6994 345266, New Canaan Avenue Donuts LLC, 99 New Canaan Ave, Norwalk, CT, (203)840-1902 345440, West Hill Donuts LLC, 236 W. Hill Rd., Newington, CT, (860)231-0404 345455, Dancoffee, Inc., 275 Boston Post Rd., Milford, CT, (203)876-8600

521

345460, G Rollin Dough, LLC, 1 Mohegan Sun Blvd., Uncasville, CT, (860)823-0577 345511, New Milford Donuts, LLC, 370 Danbury Rd., New Milford, CT, (860)355-3240 345540, Old Danbury Donuts, Inc., 2 Springside Ave, Danbury, CT, (203)797-0780 345549, Dancoffee, Inc., 1675 Boston Post Rd., Guilford, CT, (203)453-5220 345665, PINE FARM DONUTS, LLC, 1053 Farmington Ave, Bristol, CT, (860)585-8811 345731, PFS Two, LLC, 122 Litchfield Rd., Harwinton, CT, (860)485-1429 345746, B&Z MANAGEMENT CORPORATION, 21 Union St, Gulf Express, Waterbury, CT, (203)591-8844 345855, 603 Danbury Road LLC, 603 Danbury Rd.,Valero Gas, Ridgefield, CT, (203)894-1139 345982, 244/255 Donuts, LLC, 255A W. Middle Tpke, Manchester, CT, (860)646-9277 345983, Gagnon Real, LLC, 194 Kelsey St, Newington, CT, (860)665-9315 346018, Dancoffee, Inc., 377 Boston Post Rd., Orange, CT, (203)799-9500 346319, JG Cafe, LLC, 478 Wolcott Rd., Wolcott, CT, (203)879-2160 346389, Bridge Street Donuts, Inc., 72 Bridge St, Naugatuck, CT, (203)723-2677 346409, West Stamford Donuts, LLC, 2000 W. Main St, Stamford, CT, (203)357-0762 346496, Paradise Donut LLC, 3582 Main Street, Stratford, CT, (203)212-3294 346605, Great American Donut, Inc., 82 Bridge Rd., Haddam, CT, (860)345-2536 346606, Newfield Donuts, LLC, 50 Berlin Rd., Cromwell, CT, (860)613-1588 346607, Gagnon, LLC, 2368 Berlin Tpke, Newington, CT, (860)665-0567 346653, Mashantucket Pequot Gaming Enterprise, 39 Norwich-Westerly Rd. Foxwoods, Ledyard, CT, N/A 346811, HICKEY DRIVE DONUTS, LLC, 19 Hickey Drive, Stonington, CT, (860)599-1227 346839, Great American Donut, Inc., 433 Queen St, Southington, CT, (860)378-0527 347178, Kings Point Ventures, LLC, 623 W. Putnam Ave, Mobil Gas, Greenwich, CT, (203)662-1073 347591, Commuters Coffee House, LLC, 710 Water St, Bridgeport, CT, (203)338-8583 347845, Faber BDL LLC, SW Concourse Bradley Int'l Airport, Windsor Locks, CT, N/A 348055, DEKK Westcott - 86, LLC, 86 Westcott Rd., Danielson, CT, (860)779-3740 348092, Old Danbury Donuts, Inc., 177 Federal Rd., Brookfield, CT, (203)775-1313 348145, New Meriden Donuts, Inc., 893 E Main St, Meriden, CT, (203)379-0930 348356, Great American Donut, Inc., 30 Statehouse Sq, Hartford, CT, (860)548-1076 348378, G Rollin Dough, LLC, 1 Mohegan Sun Blvd., Uncasville, CT, (860)892-9585 348388, Dekk - Victoria, LLC, 1095 N Main St, Killingly, CT, (860)774-6005 348429, Cain of Westport, LLC, 23 Bridge Sq, Westport, CT, (203)341-0650 348675, Great American Donut, Inc., 1 Civic Center Plz, Hartford XL Center, Hartford, CT, (860)560-0430 348754, Louis Katsos & Nicholas Rassias, 33 W Broad St, Stamford, CT, (203)504-8682 348967, Middlebury Donuts, Inc., 489 Middlebury Rd., Middlebury, CT, (203)598-0070 349048, Watertown Donuts, Inc., 1003 Wolcott St, Mobil Oil, Waterbury, CT, (203)757-0642 349080, Native Way Blend LLC, 39 Norwich Westerly Rd., Foxwoods, Ledyard, CT, (860)312-5516 349081, Native Way Blend LLC, 39 Norwich Westerly Rd., Foxwoods, Ledyard, CT, (860)312-5516 349090, SWEET GROUNDS LLC, 7 Village Green Dr, Litchfield, CT, (860)567-7714 349219, Great American Donut, Inc., 142 Hopmeadow St, Weatogue, CT, (860)658-4588 349245, B&Z MANAGEMENT CORPORATION, 570 Meriden Rd., Waterbury, CT, (203)759-5947 349246, EB&B Bakers, Inc., 77 Stony Hill Rd., Bethel, CT, (203)797-9549 349395, Twenty Donuts, LLC, 89 Park Ln, New Milford, CT, (860)350-3899 349414, KPV CT Plainfield 395 North, LLC, Rt 395 NB CT Turnpike, Plainfield, CT, (860)230-0807 349415, KPV CT Plainfield 395 South, LLC, Rt 395 SB CT Turnpike, Plainfield, CT, (860)230-0803 349416, KPV CT Greenwich Merritt North, LLC, 3000 Merritt Parkway NB, Greenwich, CT, (203)974-2979 349417, KPV CT Greenwich Merritt South LLC, 2000 Merritt Parkway SB, Greenwich, CT, (203)974-9672 349418, KPV CT Milford 95 Southbound, LLC, 2 Connecticut Tpke, W I-95 SB Service Plaza, Milford, CT, (203)874-0237 349419, KPV CT Milford 95 Northbound, LLC, 1 Connecticut Tpke, E I-95 NB Service Plaza, Milford, CT, (203)874-0234 349420, KPV CT Darien 95 South, LLC, 1 CT Turnpike West I95 SB, Darien, CT, (203)633-0242 349421, KPV CT Darien 95 North, LLC, 1 CT Turnpike East I95 NB, Darien, CT, (203)202-3744 349422, KPV CT North Haven South, LLC, Wilbur Cross Pkwy S (CT Tpke), North Haven, CT, (203)985-8250 349423, KPV CT North Haven North, LLC, 16 Banton St, NB CT Tpke, North Haven, CT, (203)238-0477 349424, KPV CT Fairfield Merritt North, LLC, 199 Congress St, Merritt Parkway NB, Fairfield, CT, (203)292-6690 349425, KPV CT Fairfield Merritt South, LLC, 195 Congress St, Merritt Parkway SB, Fairfield, CT, (203)292-8604 349426, KPV CT NEW CANAAN 95S, LLC, 47 Gerdes Rd., Merritt Parkway SB, New Canaan, CT, (203)801-0254 349427, KPV CT NEW CANAAN 95N, LLC, 6233 Gerdes Rd. Merritt Parkway NB, New Canaan, CT, (203)801-0252 349428, KPV CT Orange Merritt South, LLC, 2 Wilbur Cross Parkway SB, Orange, CT, (203)715-2553 349429, KPV CT Orange Merritt North, LLC, 3 Wilbur Cross Parkway NB, Orange, CT, (203)306-0833 349430, KPV CT Madison 95S Ex61, LLC, 721 Route 95 S - CT Turnpike SB, Madison, CT, (203)997-7148 349431, KPV CT Madison 95N Ex61, LLC, 720 Route 95 N - CT Turnpike NB, Madison, CT, (203)997-7917 349432, KPV CT Fairfield 95 South, LLC, 4 Connecticut Tpke, W I95 SB, Fairfield, CT, (203)927-5261 349433, KPV CT Fairfield 95 North, LLC, 165 Round Hill Rd., I95 NB, Fairfield, CT, (203)927-0268 349434, KPV CT Montville, LLC, Rt 395 SB CT Turnpike, Uncasville, CT, (860)591-0077 349435, KPV CT Branford 95 South, LLC, Interstate 95 SB, Branford, CT, (203)927-5624 349436, KPV CT Branford 95 North, LLC, Interstate 95 NB, Branford, CT, (203)997-6534

522

349450, B&Z MANAGEMENT CORPORATION, 1249 W Main St, Waterbury, CT, (203)577-5423 349636, JPT CT LLC, 1 New London Rd., Salem, CT, (860)859-9051 349860, Tracy Donuts, Inc., 2110 Hillside Rd. Univ. of Connecticut, Storrs, CT, (860)427-7502 350228, Great American Donut, Inc., 1 Civic Center Plz, Hartford, CT, (860)560-0043 350237, G Rollin Dough, LLC, 1 Mohegan Sun Blvd., Uncasville, CT, (860)885-1871 350330, Old Greenwich Donuts, Inc., 184 Sound Beach Ave, Old Greenwich, CT, (203)990-0157 350584, LB DONUTS, INC., 194 Windsorville Rd., Ellington, CT, N/A 350668, NONIS LLC, 333 River Rd., Willington, CT, (860)477-1155 350884, 6 Old Windsor Rd. Donuts, LLC, 1298 Blue Hills Ave, Bloomfield, CT, (860)904-5197 350952, Valley Donuts, Inc., 140 Albany Tpke, Canton, CT, (860)693-9634 351183, Stonington Foods, LLC, 563 Providence New London Tpke, North Stonington, CT, (860)599-5282 351250, Great American Donut, Inc., 475 Flatbush Ave, Hartford, CT, (860)953-5590 351262, Great American Donut, Inc., 255 Farmington Ave, Hartford, CT, (860)244-9414 351440, New Canaan Donuts, Inc., 88 Elm St, New Canaan, CT, (203)972-5721 351441, Rivers Edge Donuts LLC, 423 Main St, Middletown, CT, (860)344-0322 351491, Route 229 Donuts, LLC, 330 Middle St, Mobil on the Run, Bristol, CT, (860)585-0777 351568, Great American Donut, Inc., 1096 West St, Southington, CT, (860)863-5548 351605, 444 VERNON DONUTS, INC., 444 Hartford Tpke, Vernon, CT, (860)454-7136 351684, Summer Street Donuts, LLC, 22 Long Ridge Rd., Stamford, CT, (203)323-0501 351754, New Britain Donuts, LLC, 625 Hartford Rd., Sunoco, New Britain, CT, (860)223-0165 351766, FLIK INTERNATIONAL CORP., 1 Blachley Road, NBC Sports Headquarters, Stamford, CT, N/A 351793, MTS Associates, Inc., 10 Main St, Danbury, CT, (203)826-7544 351883, Red Barn Donuts, LLC, 163 Danbury Rd., New Milford, CT, (860)210-0505 351895, East Granby Donuts, LLC, 150 Rainbow Rd., Sunoco, East Granby, CT, (860)653-6616 351975, DEKK WAUREGAN - 610, LLC, 610 Wauregan Rd., Danielson, CT, (860)779-2756 352019, Windsor Locks Donuts, Inc., 107 Ella Grasso Tpke, Windsor Locks, CT, (860)627-5980 352115, 470 Main Avenue Donuts LLC, 470 Main Ave, Norwalk, CT, (203)846-6017 352537, Great American Donut, Inc., 246 Main St, Deep River, CT, (860)322-4172 352714, Twenty Five Donuts, LLC, 760 Main St, Winsted, CT, (860)379-0271 352854, INFINITY DONUTS, INC., 261 Saw Mill Rd., West Haven, CT, (203)931-9068 352923, 126 Connecticut Ave Donuts LLC, 126 Connecticut Ave, Sunoco Gas, Norwalk, CT, (203)957-3216 353055, SOPHIA CT LLC, 168 W Main St, Niantic, CT, (860)691-2722 353121, GABBY DONUTS, LLC, 552 Farmington Ave, Bristol, CT, (860)582-2811 353128, GABBY DONUTS, LLC, 10 Burlington Ave, Bristol, CT, N/A 353146, GABBY DONUTS, LLC, 151 Main St, Plymouth, CT, (860)582-3700 353157, D & D Plainville, LLC, 436 Farmington Ave, Plainville, CT, (860)846-0549 353313, Doxie Donuts LLC, 1010 Kennedy Rd., Windsor, CT, (860)285-8866 353334, Hamskiff, LLC, 244 Skiff St, Hamden, CT, (203)248-0844 353458, PC 353458 ORANGE CT, LLC, 226 Boston Post Rd., Orange, CT, (203)795-0718 353493, 1083 Burnside Avenue Donuts, LLC, 1083 Burnside Ave, East Hartford, CT, N/A 353499, RIVERSIDE DONUTS, LLC, 697 Riverside Dr, Thompson, CT, (860)315-5547 353517, PINE FARM DONUTS, LLC, 822 Lake Ave, Lake Compounce, Bristol, CT, (860)583-3300 353647, Sodexo Operations, LLC, 1073 N Benson Rd. Fairfield Univ., Fairfield, CT, (203)254-4000 353675, Great American Donut, Inc., 1627 Saybrook Rd., Citgo Gas, Haddam, CT, (860)554-5956 353781, Eastdun, LLC, 96 Frontage Rd., East Haven, CT, (203)466-7533 353830, Trumbull Coffee House, LLC, 945 White Plains Rd., Trumbull, CT, (203)261-0555 353903, Nikvic, LLC, 132 Taftville Occum Rd., Norwich, CT, (860)383-2915 354006, N B Donuts, LLC, 973 Farmington Ave, New Britain, CT, (860)348-9050 354208, 265 Ellington Road Donuts, LLC, 265 Ellington Rd., East Hartford, CT, (860)904-9301 354209, Crysdun, LLC, 850 Hartford Turnpike, Waterford, CT, N/A 354252, 446 Bloomfield Avenue Donuts, LLC, 446 Bloomfield Ave, Windsor, CT, (860)219-9455 354288, Newfield Donuts, LLC, 144 Meriden Rd., Middlefield, CT, (860)613-5566 354306, Tracy Donuts, Inc., 12 Royce Circle, Storrs Mansfield, CT, (860)477-0490 354516, Elm Plaza Donuts, Inc., 100 Elm St, Enfield, CT, (860)265-7415 354545, PC 354545 WEST HAVEN CT, LLC, 200 Capt. Thomas Blvd., West Haven, CT, (203)933-4500 354600, RAFFIA PLAZA DONUTS, INC., 95 Raffia Rd., Enfield, CT, (860)749-1096 354824, BUTTERCUP CT LLC, 83 Halls Rd., Old Lyme, CT, (860)434-0448 354852, MARKELA DONUTS, LLC, 51 East Main St, Central Village, CT, (860)564-0105 354853, MOOSUP MARIA DONUTS, LLC, 2-38 Village Center Circle, Moosup, CT, (860)564-1120 354854, Putnam Donuts Of Connecticut, LLC, 205 E Thompson Rd., Thompson Speedway, Thompson, CT, N/A 354972, AGIO DONUTS, LLC, 445 Providence Rd., Brooklyn, CT, (860)412-0808 355192, Great American Donut, Inc., 1214 Main St, Hartford Yard Goats Baseball, Hartford, CT, (860)810-0823 355198, Great American Donut, Inc., 1261 Hopmeadow St, Simsbury, CT, (860)217-9006 355466, New Hartford Donuts LLC, 507 Main St, New Hartford, CT, (860)379-3331 355559, Danbury Donuts, Inc., 100 State Route 37, New Fairfield, CT, (203)885-0903

523

355818, Bridgeport Acquisition Co., Inc., 40 Black Rock Tpke, BJs Wholesale Club, Fairfield, CT, N/A 356238, Wallingford Donuts, Inc., 1046 N Colony Rd., BJs Wholesale Club, Wallingford, CT, (203)626-5452 356239, Spencer St. Donuts, Inc., 1046 Tolland Tpke, BJs Wholesale Club, Manchester, CT, (860)647-2955 356240, Dekk BJs, LLC, 125 Cross Rd., BJs Wholesale Club, Waterford, CT, (860)439-1601 356360, PC 356360 DEVON CT, LLC, 364 Bridgeport Avenue, Milford, CT, (203)882-8800 356426, A.M. Donuts, Inc., 1699 Highland Ave, Cheshire, CT, (203)651-7050 356481, Premier Food Services, LLC, 305 E Main St, Torrington, CT, (860)482-6162 356482, 639 MAIN STREET DONUTS, LLC, 639 Main St, East Hartford, CT, (860)263-8348 356888, EB&B Bakers, Inc., 7 Federal Rd., Brookfield, CT, (475)289-2577 357155, Watertown Donuts, Inc., 93 Meriden Rd., Waterbury, CT, (203)757-8089 357764, The St. Michael Group, LLC, 76 North Rd., Noble Gas, East Windsor, CT, (860)386-6613 357812, 682 South Colony Road, Inc., 326 S Colony Rd., Wallingford, CT, (203)265-7243 357837, V.E. Linwood, LLC, 327 S Main St, Colchester, CT, (860)537-2707 357838, Liberty Donuts, Inc., 923 Boston Post Rd., Old Saybrook, CT, (860)388-9121 357965, Marlborough Donuts, LLC, 17 E Hampton Rd., Marlborough, CT, (860)295-1368 358078, Waterbury Donuts, Inc., 21 Homer St, Gulf Station, Waterbury, CT, (203)754-1399 358456, MSB Donuts, Inc., 944 Broad St, Meriden, CT, (203)694-0323 358668, Cottage Grove Road Donuts, LLC, 465 Cottage Grove Rd., Bloomfield, CT, N/A 358752, 682 South Colony Road, Inc., 259 Quinnipiac St, Wallingford, CT, (203)269-0190 358886, Jacks Family Donuts, Inc., 1825 Meriden Waterbury Tpke, Southington, CT, (860)620-1901 359026, Great American Donut, Inc., 131 Buckingham St, Hartford, CT, (860)904-6763 359147, Sodexo Operations, LLC, 1073 N Benson Rd., Fairfield Univ., Fairfield, CT, (203)254-4000 359417, Sodexo Operations, LLC, 1073 N Benson Rd., Fairfield Univ., Fairfield, CT, (203)254-4000 District of Columbia 339210, DDC NJ-1739, LLC, 1739 New Jersey Ave, Washington, DC, (202)332-6444 343954, Jerome And Brenda And Associates, Inc., 200 Mc Dill Blvd. Defense Intelligence Agncy, Washington, DC, (202)373-1107 344404, The Grove, Inc., 1 Aviation Cir, Reagan National Airport, Washington, DC, (703)414-0885 344792, DDC Verizon - 2, LLC, 601 F St, Capital One Arena, Washington, DC, (202)393-6006 345903, Sodexo Management, Inc., 935 Pennsylvania Ave, NW FBI Hqrtrs, Washington, DC, (202)554-5673 345917, DDC Verizon, LLC, 601 F Street NW, Capital One Arena, Washington, DC, (202)393-6006 346984, I.L. Creation of Maryland, Inc., 1000 Independence Ave, Dept of Energy, Washington, DC, (202)554-5673 350574, DDC E-2025, LLC, 2025 E St NW, American Red Cross, Washington, DC, (202)303-8010 350957, DDC 14-1101, LLC, 1101 14th St NW, Washington, DC, (202)735-0378 351132, ILC BRAND, INC., 2201 C St NW, US Dept of State, Washington, DC, (202)737-0408 351285, ILC BRAND, INC., 101 Independence Ave SE, Library of Congress, Washington, DC, (202)479-2639 351849, DDC K-1700, LLC, 1700 K St NW, Washington, DC, (202)530-3580 351850, DDC N NE-175, LLC, 175 N Street NE, NoMa Metro, Washington, DC, (202)289-1500 351980, DDC G-1210, LLC, 1210 G St NW, Washington, DC, (202)347-7428 352154, MAR UNION DC L.L.C., 50 Massachusetts Ave, Washington Union Station, Washington, DC, N/A 352404, DDC Conn-2633, LLC, 2633 Connecticut Ave NW, Washington, DC, (202)506-4497 354278, DDC Quincy-850, LLC, 850 Quincy St NW, Washington, DC, N/A 355347, DDC Washington - 2300, LLC, 2300 Washington Pl NE, Washington, DC, (202)621-6160 356055, DDC Wisconsin - 4530, LLC, 4530 Wisconsin Ave NW, Washington, DC, (202)803-2527 358147, The Grove, Inc., 1 Aviation Cir,Terminal C, Washington, DC, (703)566-5869 359034, ILC BRAND, INC., 1400 Jefferson Dr SW, USDA, Washington, DC, (202)205-9785 Delaware 300433, AARK INVESTMENTS LLC, 301 N Maryland Ave, Wilmington, DE, (302)652-9328 300501, Shreeji Donuts, Inc., 701 Philadelphia Pike, Wilmington, DE, (302)762-6552 300506, AARK KIRKWOOD, LLC, 4902 Kirkwood Hwy, Wilmington, DE, (302)999-7997 300762, Jay Donuts, Inc., 2706 Concord Pike, Wilmington, DE, (302)478-0539 300820, Crilly, Inc., 206 N Dupont Hwy, Dover, DE, (302)674-2978 302323, Kalpana Enterprises, Inc., 1001 N Dupont Hwy, New Castle, DE, (302)328-0136 303321, Erin, Inc., 4004 N. Dupont Hwy, New Castle, DE, (302)658-2222 303322, O'Hanlon, Inc., 3804 Kirkwood Hwy, Wilmington, DE, (302)998-1600 303324, JIGNA ENTERPRISES, INC., 201 S Dupont Hwy, New Castle, DE, (302)322-6565 303331, The C FAMILY INC, 4 Macintosh Plaza, Newark, DE, (302)369-6933 303333, Armagh, Inc, 2462 Pulaski Hwy, Newark, DE, (302)292-0700 303334, Nitin Enterprises, Inc., 5234 Summit Bridge Rd., Middletown, DE, (302)378-7107 306816, Salisbury Donut Shops, Inc., 500 Bridgeville Hwy, Seaford, DE, (302)629-6767 307850, Nirmal Enterprises, Inc., 4557 New Linden Hill Rd., Wilmington, DE, (302)456-1610 308168, Dover Donut Shops, Inc., 1230 Forrest Ave, Dover, DE, (302)674-4762 310281, Shreeji Donuts, Inc., 1720 Naamans Rd., Wilmington, DE, (302)529-0540 310349, Dover Donut Shops, Inc., 470 S. Dupont Hwy, Dover, DE, (302)736-6800

524

330700, Salisbury Donut Shops, Inc., 205 N Dual Hwy, Laurel, DE, (302)875-9467 331295, Ahmed Corp., 1002 S College Ave, Newark, DE, (302)369-6447 335173, Bear Donuts, LLC, 1200 Pulaski Hwy, Bear, DE, (302)834-7401 335478, Swami Enterprises, Inc., 1702 Faulkland Rd., Wilmington, DE, (302)999-8077 335704, Dover Donut Shops, Inc., 17065 S Dupont Hwy, Harrington, DE, (302)398-4930 336182, Elsmere Donuts, LLC, 1012 Kirkwood Highway, Elsmere, DE, (302)994-9439 337583, Dover Donut Shops, Inc., 349 N. Dupont Blvd., Smyrna, DE, (302)659-2892 338569, Swami Donuts, Inc., 1730 Marsh Rd., Wilmington, DE, (302)478-6860 338816, Millcreek Donuts, L.L.C., 1327 Mckennans Church Rd., Wilmington, DE, (302)999-9551 339678, Bindiya Enterprises, Inc., 3224 Philadelphia Pike, Claymont, DE, (302)793-1530 339679, Champa Enterprises, Inc., 556 Paper Mill Rd., Newark, DE, (302)738-6111 339681, DE University Donuts LLC, 51 E Main St, Newark, DE, (302)738-6732 339893, Fox Run Donuts, LLC, 1923 Pulaski Hwy, Bear, DE, (302)225-3048 340059, Sakshi Enterprises, Inc., 30 Salem Church Rd., Newark, DE, (302)738-3320 340090, Trolley Square Donuts Inc, 1901 Pennsylvania Ave, Wilmington, DE, (302)778-2168 340232, S. S. Donuts, Inc., 3001 Lancaster Ave, Wilmington, DE, (302)425-4020 340434, Virali Enterprises, Inc., 362 Main St, Middletown, DE, (302)376-1211 340724, KALPESH ENTERPRISES, INC., 905 E Basin Rd. Lukoil, New Castle, DE, (302)328-2259 340803, LMC Management, LLC, 4639 Ogletown Stanton Rd., Newark, DE, (302)366-8690 342065, Arcis Associates, LLC, 1142 Elkton Rd., Newark, DE, (302)369-3582 342113, Rehoboth Donut Shops, Inc., 939 N. Dupont Blvd., Wal*Mart, Milford, DE, (302)422-6309 342145, Hari Enterprises, Inc., 16-B Polly Drummond Hill Rd., Newark, DE, (302)737-4200 343185, Nilkanth Enterprises, Inc., 906 S. Dupont Highway(BP), New Castle, DE, (302)834-7740 343352, Wilmington Foods, Inc., 820 N. French St, Carvel, Federal Office Building, Wilmington, DE, (302)654-4283 343840, Dover Donut Shops, Inc., 150 Stadium St, Smyrna, DE, (302)223-6081 343879, AARK INVESTMENTS LLC, 2480 Dupont Pkwy, Middletown, DE, (302)376-9246 343921, Ocean City Donut Shops, Inc., 40055 Lighthouse Rd., Fenwick Island, DE, (302)537-2018 344042, The Metroform Group Inc., 48 Geoffrey Dr, Newark, DE, (302)737-1166 344047, Wilmington Foods, Inc., 500 King St, New Castle County Courthouse, Wilmington, DE, (302)255-0827 345091, Roshni LLC, 3031 New Castle Ave, New Castle, DE, (302)655-3300 345467, Hockessin Donuts LLC, 7454 Lancaster Pike, Hockessin, DE, (302)239-1065 346293, Aramark Food and Support Services Group, Inc., 325 Academy St, Univ. of Delaware, Newark, DE, (302)831-0046 347314, Speedway LLC, 31 N Dupont Hwy, Speedway, Dover, DE, (302)674-9033 347316, Speedway LLC, 506 N Dupont Hwy, Speedway, New Castle, DE, (302)328-4399 347648, Dover Donut Shops, Inc., 36 Jerome Dr, Wal*Mart, Dover, DE, (302)734-3437 350465, Rehoboth Donut Shops, Inc., 20550 Dupont Blvd., Georgetown, DE, (302)414-8030 352564, Wilmington Donuts, LLC, 1313 N Market St ,Wilmington, DE, (302)668-1168 352745, PAVANPUTRA DONUTS INC., 100 Four Seasons Pkwy, Newark, DE, (302)533-7249 353102, Henna Enterprises, LLC, 4495 Summit Bridge Rd., Middletown, DE, (302)449-9200 356967, Rehoboth Donut Shops, Inc., 675A N Dupont Blvd., Milford, DE, (302)544-9159 356989, Capitol Donuts LLC, 1400 Kirkwood Hwy, Newark, DE, (302)273-0095 357211, Henu Enterprises LLC, 755 Middletown Warwick Rd., Middletown, DE, (302)378-9443 357571, Radhey 701 LLC, 701 N Market St, Wilmington, DE, (302)481-6225 357707, Townhouse Enterprises, LLC, 3446 Naamans Rd., Wilmington, DE, (302)513-9505 358266, Aramark Educational Services, LLC, 1200 N DuPont Highway, DSU, Dover, DE, (302)857-7955 358740, The Chello Group Inc., 132 Christiana Mall, Newark, DE, N/A Florida 300243, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 301 Federal Hwy, Lake Park, FL, (561)848-5031 300260, PAFB DD Foods, LLC, 803 Donald Ross Rd., Juno Beach, FL, (561)624-0103 300469, SSC300469, LLC, 904 Cape Coral Pky E, Cape Coral, FL, (239)540-7070 300630, Minerva, Inc., 1346 W Brandon Blvd., Brandon, FL, (813)685-3834 300705, Albireh Donuts LLC, 3504 US Highway 27 S, Sebring, FL, (863)471-3622 300740, Suncoast Donuts, LLC, 600 S Missouri Ave, Clearwater, FL, (727)442-2828 300797, SSC300797, LLC, 2720 S Dixie Hwy, Miami, FL, (305)444-1805 300867, AC Pleasant St, LLC, 5810 N Atlantic Ave, Cocoa Beach, FL, (321)784-0426 300952, PURPLE ROCK INVESTMENT COMPANY LLC, 1801 Tamiami Trl S, Venice, FL, (941)496-9581 300985, SOFL DONUTS, LLC, 18801 Nw 2nd Ave, Miami, FL, (305)655-2467 301017, MAC ORANGE AVENUE, LLC, 2000 S Orange Ave, Orlando, FL, (407)246-0301 301269, Ekonomy Foods, Inc., 2315 Okeechobee Rd., Fort Pierce, FL, (772)643-6360 301282, ST. JOHNS DONUTS, LLC, 171 San Marco Ave, Saint Augustine, FL, (904)826-1358 301289, Hollywood & 441, Inc., 516 N. 60th Ave, Hollywood, FL, (954)693-5095 301293, Beach Boulevard Donut, Inc., 1325 Beach Blvd., Jacksonville Beach, FL, (904)249-7088 301347, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 535 Hialeah Dr, Hialeah, FL, (305)889-1003 301419, PURPLE ROCK INVESTMENT COMPANY LLC, 2495 S. McCall Rd., Englewood, FL, (941)474-7900

525

301430, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 845 E. 49th St, Hialeah, FL, (786)413-3913 301527, SOFL DONUTS, LLC, 6190 Miramar Pkwy, Miramar, FL, (954)966-9017 301551, N. B. Donuts, Inc., 5524 US Highway 19, New Port Richey, FL, (727)848-3732 301559, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 3501 S Dixie Hwy, West Palm Beach, FL, (561)653-0046 301577, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 4900 N State Road 7, Tamarac, FL, (954)730-9008 301606, CANYON DONUTS CONGRESS LLC, 3060 S Congress Ave, Lake Worth, FL, (561)966-7774 301801, Eman Donuts, Inc, 777 S Federal Hwy, Boca Raton, FL, (561)361-4009 301889, Harbor City Donuts, Inc., 1500 S Harbor City Blvd., Melbourne, FL, (321)726-6631 302052, SSC302052, LLC, 18099 S. Dixie Hwy, Miami, FL, (305)253-8241 302053, MAC ALTAMONTE, LLC, 653 E. Altamonte Dr, Altamonte Springs, FL, (407)830-8100 302055, Rosebud, Inc., 5302 E Busch Blvd., Temple Terrace, FL, (813)989-2039 302355, ORANGE PARK FOODS LLC, 373 Blanding Blvd., Orange Park, FL, (904)559-1932 302451, Everfresh Donuts, Inc., 1111 Bartow Rd. US 98 S, Lakeland, FL, (863)683-0333 302456, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 2506 PGA Blvd., Palm Beach Gardens, FL, (561)624-0063 302512, Stuart Donuts, LLC, 840 South Federal Hwy, Stuart, FL, (772)288-6533 302561, SR 84 DONUTS, LLC, 901 W State Rd. 84, Fort Lauderdale, FL, (954)463-8512 302729, ST-RA, Inc., 11409 US Highway 19, Port Richey, FL, (727)863-4564 302942, Ekonomy Foods, Inc., 7049 Okeechobee Rd., Fort Pierce, FL, (772)807-0844 303356, ST. PETERSBURG DONUTS, INC., 6132 9th St N, Saint Petersburg, FL, (727)526-8370 303365, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 15905 NW 57th Ave, Hialeah, FL, (305)621-2024 303368, MAC CASSELBERRY, LLC, 890 Semoran Blvd., Casselberry, FL, (407)261-5576 303374, DJH Enterprises, Inc., 3821 S Ridgewood Ave, Port Orange, FL, (386)761-0057 303921, PEANUT DONUTS, LLC, 50 W Oakland Park Blvd., Wilton Manors, FL, (954)566-0973 303931, Allied Chase Retail, Inc., 13190 W State Road 84, Davie, FL, (954)999-4489 304530, Maruti Donut Corp., 1911 S Federal Hwy, Delray Beach, FL, (561)243-2628 304658, Pinellas Park Donuts, Inc., 7315 US Highway 19 N, Pinellas Park, FL, (727)521-3866 304670, Okeechobee Donuts, Inc., 4440 Okeechobee Blvd., West Palm Beach, FL, (561)689-7273 304902, BAVARIAN DONUTS, LLC, 2250 W Sample Rd., Pompano Beach, FL, (954)979-0269 304939, Madhovan Corporation, 3390 W. Hillsboro Blvd., Deerfield Beach, FL, (954)481-5996 304963, Jacksonville Donuts, Inc., 7328 103rd St, Jacksonville, FL, (904)772-7960 304976, Krishna Donut Corporation, 3301 N. Federal Hwy, Pompano Beach, FL, (954)781-6760 306029, 1456 DONUTS, LLC, 1456 N State Road 7, Margate, FL, (954)972-1205 306045, JOSE DONUTS, INC., 10379 Atlantic Blvd., Jacksonville, FL, (904)642-2205 306057, HOMESTEAD DONUTS LLC, 30125 S Dixie Hwy, Homestead, FL, (305)242-5000 306288, Jai Meladi Corporation, 4800 W Atlantic Ave, Delray Beach, FL, (561)499-5116 306293, MAC LONGWOOD, LLC, 801 W State Road 434, Longwood, FL, (407)951-6638 306298, Agapite and Cloe Donuts, Inc., 4404 W Gandy Blvd., Tampa, FL, (813)835-0694 306614, KENDELL DONUTS LLC, 11790 Sw 88th Street, Miami, FL, (305)271-1660 306893, SSC306893, LLC, 8290 W Flagler St, Miami, FL, (305)225-7135 307136, FLETCHER AVENUE DONUTS, LLC, 330 W. Fletcher Ave, Tampa, FL, (813)935-2505 307149, Amish Of Palm Beach, Inc., 1394 W Boynton Beach Blvd., Boynton Beach, FL, (561)369-3614 307250, Areas USA FLTP, LLC, Florida Turnpike MM 299, Okahumpka Travel Plaza, Wildwood, FL, (352)748-5100 307275, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 18714 NW 67th Ave, Miami, FL, (305)621-0202 307286, West Palm Beach Donuts, Inc., 1301 Royal Palm Beach Blvd., Royal Palm Beach, FL, (561)795-9900 307307, Al-Karim Donuts, Inc., 1070 W Commercial Blvd., Fort Lauderdale, FL, (954)938-9066 307627, FT. PIERCE DONUTS LLC, 4822 S US Highway 1, Fort Pierce, FL, (772)801-6593 307683, IBM Donuts, LLC, 5341 W. Irlo Bronson Mem Hwy, Kissimmee, FL, (407)396-1974 307800, St. Cloud Donuts, Inc., 4004 13th St, Saint Cloud, FL, (407)892-9424 307873, SSC307873, LLC, 1606 Alton Rd., Miami Beach, FL, (305)428-3923 308213, WEST 49TH DONUTS, LLC, 1165 W 49th St, Hialeah, FL, (305)828-6944 308220, CHRIS DONUTS, LLC, 1146 N University Dr, Coral Springs, FL, (954)345-4199 308305, SOFL DONUTS, LLC, 1496 NE Miami Gardens Dr, Miami, FL, (305)908-1394 308339, Mahesh Corporation, 4778 N. Congress Ave, Boynton Beach, FL, (561)966-9940 308381, Broward Donuts LLC, 3904 N Ocean Blvd., Fort Lauderdale, FL, (954)567-7262 308442, AA GALASSO, INC., 194 S State Road 7, West Palm Beach, FL, (561)791-0039 308492, Best Donut, Inc., 9774 Glades Rd., Boca Raton, FL, (561)451-1338 308550, A & B Donuts, Inc., 6300 Forest Hill Blvd., West Palm Beach, FL, (561)967-2973 308635, CANYON DONUTS 10TH AVE LLC, 2001 10th Ave N, Lake Worth, FL, (561)547-8818 308673, MAC ALOMA, LLC, 2265 Aloma Ave, Winter Park, FL, (407)673-9100 308738, DD Foods Babcock, LLC, 4897 Babcock St NE, Palm Bay, FL, (321)674-9959 310051, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 17720 Pines Blvd., Pembroke Pines, FL, (954)431-6979 310070, WILES ROAD DONUTS, LLC, 8175 Wiles Rd., Coral Springs, FL, (954)755-4882 310127, A & J Donuts, Inc., 6097 Lake Worth Rd., Greenacres, FL, (561)965-9339 310128, Oakland & Hiatus, Inc., 11170 W. Oakland Park Blvd., Sunrise, FL, (954)572-2575 310129, DANIA BEACH DONUTS, LLC, 550 S Federal Hwy, Dania, FL, (954)926-3683

526

310171, College Road Donuts, Inc., 3910 SW College Rd., Ocala, FL, (352)237-0505 310184, Indian River Donuts, Inc., 430 US Highway 1, Vero Beach, FL, (772)778-8442 310233, AC RODMAN ST, LLC, 7155 N Wickham Rd., Melbourne, FL, (321)255-7444 310250, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 7125 W Oakland Park Blvd., Lauderhill, FL, (954)742-8511 310284, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 7823 Sunrise Blvd., Plantation, FL, (954)358-5146 310287, Shiv Shakti Donut Corporation, 2728 N. Federal Hwy, Delray Beach, FL, (561)272-9233 310288, LONGTIME DONUTS, LLC, 8900 N. Military Trl, West Palm Beach, FL, (561)694-1403 310291, RDM Duval, LLC, 1084 Airport Rd., Jacksonville, FL, (904)741-4300 310292, Bloomingdale Donuts, Inc., 808 E Bloomingdale Ave, Brandon, FL, (813)657-9037 310346, Shree Ganesh Donut Corp., 37 W Atlantic Ave, Delray Beach, FL, (561)243-1196 310383, Sand Key Donuts, Inc., 1261 Gulf Blvd., Clearwater, FL, (727)596-3500 310428, COCONUT CREEK DONUTS, LLC, 6502 N State Road 7, Coconut Creek, FL, (954)421-0255 310476, RDM Baymeadows, LLC, 9978 Old Baymeadows Rd., Jacksonville, FL, (904)646-1077 330025, IKG & MSS, Inc., 11204 W Colonial Dr, Ocoee, FL, (407)877-2677 330235, Deland Donuts II, Inc., 1298 S Woodland Blvd., Deland, FL, (386)740-0455 330261, HOMESTEAD DONUTS LLC, 413 S.E. 1st Ave, Mobil Gas, Homestead, FL, (305)245-1882 330263, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 22807 State Rd. 7, Boca Raton, FL, (561)852-0102 330324, 330262 Donuts, Inc., 1405 S. Powerline Rd., Pompano Beach, FL, (954)974-7494 330375, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 8221 Glades Rd., Boca Raton, FL, (561)470-5855 330410, Laxmi Donut Corporation, 1906 Clint Moore Rd., Boca Raton, FL, (561)235-5088 330487, JONATHAN DONUTS, INC., 11657 Beach Blvd., Jacksonville, FL, (904)641-6494 330552, Fort Horizons Retailing, Inc., 6800 Stirling Road, Hollywood, FL, (954)453-7003 330907, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 11970 Pines Blvd., Pembroke Pines, FL, (954)450-4734 330909, Aakash Enterprises II Inc., 7450 W. Mcnab Rd., Tamarac, FL, (954)726-9911 331114, SOFL DONUTS, LLC, 201 N. Federal Hwy, Hallandale, FL, (954)378-7981 331144, Yogi Donut Corporation, 1999 NW 2nd Ave, Boca Raton, FL, (561)393-8222 331280, Rubiano Holdings, Inc., 5401 N Military Trl, Riviera Beach, FL, (561)616-1993 331603, P & L Investments Group, Inc., 1215 W Palmetto Park Rd., Boca Raton, FL, (561)393-8566 331834, P & G Of Palm Beach, Inc., 10114 S Military Trl, Boynton Beach, FL, (561)732-0901 331896, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 2360 W 68th St, Hialeah, FL, (305)556-7848 331898, PB DONUTS, LLC, 9901 Pines Blvd., Pembroke Pines, FL, (954)443-3334 331899, LUISA DONUTS, LLC, 5141 S University Dr, Davie, FL, (954)252-1373 331904, SURESH NMT AT WPB, LLC, 878 N Military Trl, West Palm Beach, FL, (561)682-1951 332002, PURPLE ROCK INVESTMENT COMPANY LLC, 20101 Peachland Blvd., Port Charlotte, FL, (941)255-1157 332003, PURPLE ROCK INVESTMENT COMPANY LLC, 3190 Tamiami Trl, Port Charlotte, FL, (941)627-5100 332050, Seminole Donuts, LLC, 8490 Park Blvd., Seminole, FL, (727)394-1343 332240, Sousa Management, Inc., 1724 Hillsboro Blvd., Deerfield Beach, FL, (954)725-0705 332291, WESTON ROAD DONUTS, LLC, 100 Weston Rd., Sunrise, FL, (954)385-0858 332292, SSC332292, LLC, 10754 SW 24th St, Miami, FL, (305)207-6835 332495, MAC OBT, LLC, 12173 S Orange Blossom Trl, Orlando, FL, (407)251-5142 332840, Sousa Management, Inc., 5641 Okeechobee Rd., West Palm Beach, FL, (561)697-9337 332848, Swami Donut Corporation, 21401 Powerline Rd., Boca Raton, FL, (561)757-3731 332895, JYG South, LLC, 1001 S Ponce De Leon Blvd., St Augustine, FL, (904)825-4648 334776, KENDELL DONUTS LLC, 15469 Sw 137th Ave, Miami, FL, (786)242-1531 334777, Ambica Of Lantana, Inc., 1400 Lantana Rd., Lantana, FL, (561)533-0204 334778, Rinkesh, Inc., 1470 SW 8th St, Boynton Beach, FL, (561)738-9501 334937, WESTON PLAZA DONUTS, LLC, 4426 Weston Rd., Davie, FL, (954)659-0930 335051, SSC335051, LLC, 8565 Coral Way, Miami, FL, (305)261-1932 335407, PURPLE ROCK INVESTMENT COMPANY LLC, 829 Tamiami Trl, Port Charlotte, FL, (941)627-1833 335547, CORAL SPRINGS DONUTS, LLC, 5930 Coral Ridge Drive, Coral Springs, FL, (954)796-0040 335674, AC RODMAN ST, LLC, 898 Palm Bay Rd. Ne, Palm Bay, FL, (321)723-7170 336117, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 2600 NW 87th Ave, Miami, FL, (305)629-4401 336119, LEMON DONUTS, LLC, 2290 Coral Springs Drive, Coral Springs, FL, (754)702-5239 336134, AC RODMAN ST, LLC, 1000 Hwy A1a, Satellite Beach, FL, (321)777-7721 336164, SSC336164, LLC, 8902 Alico Rd., Fort Myers, FL, N/A 336231, CHARLIE DONUTS, LLC, 4685 State Route 7, Coral Springs, FL, (954)753-0021 336234, SSC336234, LLC, 10351 Corkscrew Blvd., Speedway, Estero, FL, (239)947-8206 336686, PSL DONUTS, LLC, 1002 St Lucie West Blvd., Port Saint Lucie, FL, (772)336-9058 336766, Rubiano Holdings, Inc., 4430 Hypoluxo Rd., Lake Worth, FL, (561)304-2995 336833, Vesnodevi Donut Corp., 7231 W. Atlantic Ave, Delray Beach, FL, (561)865-0029 337278, STRAWBERRY DONUTS, LLC, 1450 W Broward Blvd., Fort Lauderdale, FL, (954)462-8990 337625, GATLIN DONUTS, LLC, 1924 SW Gatlin Blvd., Shell Gas, Port Saint Lucie, FL, (772)878-0856 338037, MAC UNIVERSITY, LLC, 6627 University Blvd., Winter Park, FL, (407)672-1090 338388, SMA Donuts Corp., 10140 Okeechobee Blvd., West Palm Beach, FL, (561)792-0091 338390, Sousa Management, Inc., 5905 S. State Road 7, Lake Worth, FL, (561)964-5142

527

338646, MAC SANFORD OD, LLC, 3768 S Orlando Dr., Sanford, FL, (407)878-3615 338886, Al-Karim Donuts, Inc., 4840 N. Federal Hwy, Fort Lauderdale, FL, (954)772-5601 339396, Guru Hari Donut Corp., 1200 Yamato Rd., Boca Raton, FL, (561)994-3888 339975, Broward Donuts LLC, 1575 Pine Ridge Rd., Naples, FL, (239)593-7739 340018, SSC340018, LLC, 12930 SW 120th St, Miami, FL, (305)233-3578 340186, PSL DONUTS, LLC, 1401 SE Village Green Dr, Port Saint Lucie, FL, (772)335-0995 340228, MAPLE FROSTED DONUTS, LLC, 2768-2770 W Atlantic Blvd., Pompano Beach, FL, (954)970-9028 340469, WEST SILVER FOODS LLC, 3622 W Silver Springs Blvd., Ocala, FL, (352)620-0681 340479, PURPLE ROCK INVESTMENT COMPANY LLC, 5871 Fruitville Rd., Sarasota, FL, (941)379-8254 340590, MSMD Industries, Inc., 4499 N University Dr, Lauderhill, FL, (954)674-7440 340591, SSC340591, LLC, 14071 N Cleveland Ave, North Fort Myers, FL, (239)995-8400 340594, DD Foods Malabar, LLC, 898 Malabar Rd. Se, Palm Bay, FL, (321)723-8033 340751, PASADENA AVENUE DONUTS, LLC, 1200 Pasadena Ave S, Pasadena, FL, (727)343-3435 340780, DD Foods Eau Gallie, LLC, 4640 W Eau Gallie Blvd., Melbourne, FL, (321)255-5045 340861, DD Foods Wickham, LLC, 290 S Wickham Rd., Melbourne, FL, (321)674-7363 340940, GATLIN DONUTS, LLC, 2173 SW Gatlin Blvd., Mobil Gas, Port Saint Lucie, FL, (772)878-2790 340941, Santoshima Donut Corp, 2090 W Atlantic Ave, Delray Beach, FL, (561)278-6377 340960, ANAND SJR AT BYB, LLC, 12080 S Jog Rd., Boynton Beach, FL, (561)509-0168 340986, PURPLE ROCK INVESTMENT COMPANY LLC, 300 Washington Blvd. N, Sarasota, FL, (941)316-0131 341117, Lion South Investment Group, Inc., 8434 W Oakland Park Blvd., Sunrise, FL, (954)453-7009 341118, W ATLANTIC DONUTS, LLC, 12432 W Atlantic Blvd., Coral Springs, FL, (954)755-0745 341155, SHREENATHJI DONUT LLC, 811 SE 10th St, Deerfield Beach, FL, (954)596-4438 341156, OAKWOOD DONUTS LLC, 7775 Preserve Lane, Naples, FL, (239)593-1070 341222, PURPLE ROCK INVESTMENT COMPANY LLC, 5641 Clark Rd., Sarasota, FL, (941)924-3878 341233, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 5021 South State Road 7, Davie, FL, (954)584-1976 341394, South Lakeland Donuts, LLC, 3110 S. Florida Ave, Lakeland, FL, (863)701-1900 341640, DJH Enterprises, Inc., 1504 S Nova Rd., Daytona Beach, FL, (386)248-0019 341641, DD Foods Lake Washington, LLC, 3000 Lake Washington Rd., Melbourne, FL, (321)253-2334 341661, Hp, LLC, 11575 Us Highway 1, Palm Beach Gardens, FL, (561)691-3972 341662, SSC341662, LLC, 2221 Santa Barbara Blvd., Cape Coral, FL, (239)772-8885 341663, DEERFIELD BEACH DONUTS, LLC, 1305 S Military Trail, Deerfield Beach, FL, (954)281-1816 341799, Radhe Donut Corporation, 2351 N. Powerline Rd., Pompano Beach, FL, (954)933-0550 341802, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 12397 Sheridan St, Cooper City, FL, (954)392-0437 341870, Valrico Donuts, Inc., 2206 E. Brandon Blvd., Valrico, FL, (813)571-2425 341938, PURPLE ROCK INVESTMENT COMPANY LLC, 2517 S Tamiami Trail, Punta Gorda, FL, (941)575-6263 342001, Suncoast Donuts, Inc., 5421 Little Rd., New Port Richey, FL, (727)376-2161 342064, DAVIE BLVD DONUTS, LLC, 3280 Davie Blvd., Fort Lauderdale, FL, (954)321-3830 342083, 34th STREET NORTH DONUTS, LLC, 700 34th St. N, Saint Petersburg, FL, (727)328-9180 342250, SSC342250, LLC, 15301 McGregor Blvd., Fort Myers, FL, (239)437-0071 342328, SSC342328, LLC, 3336 Del Prado Blvd. S, Cape Coral, FL, (239)549-7656 342461, FT. PIERCE DONUTS LLC, 2102 S US Hwy 1, Fort Pierce, FL, (772)801-6329 342467, PSL DONUTS, LLC, 1820 Fountainview Blvd., Mobil Gas, Port Saint Lucie, FL, (772)340-7501 342539, Jasaly Management, Inc., 131 ALT AIA Concourse Village Shopping Ctr, Jupiter, FL, (561)745-2578 342711, Carrie Management, LLC, 2800 S Le Jeune Rd. Miami International Airport, Miami, FL, (786)265-8400 342863, CANYON DONUTS LANTANA LLC, 6594 Lantana Rd., Lake Worth, FL, (561)433-4939 342892, LEGACY ST. PETE QSR LLC, 7595 4th St N, Saint Petersburg, FL, (727)256-9188 342958, ST-RA, Inc., 16737 US Hwy 19, Hudson, FL, (727)863-6200 342960, DORAL MIAMI DONUTS LLC, 11402 NW 41st St, Doral, FL, (305)392-3998 343025, Sunset Strip Donuts, LLC, 10019 Sunset Strip, Sunrise, FL, (954)747-9570 343178, MANUEL DONUTS, INC., 2158 Mayport Rd., Atlantic Beach, FL, (904)246-0600 343303, MARICAMP FOODS LLC, 5457 SE Maricamp Rd., Ocala, FL, (352)624-4020 343382, RA99 OPERATING INC., 8595 NW 186th St, Miami, FL, (305)403-5080 343502, S.T.C. of Hernando County, Inc., 14314 Spring Hill Dr, Spring Hill, FL, N/A 343618, Osceola Donuts, LLC, 10395 Narcoossee Rd., Orlando, FL, (407)658-4655 343634, S POWERLINE DONUTS, LLC, 1101 S Powerline Rd., Deerfield Beach, FL, (954)596-4490 343671, WESTVIEW DRIVE DONUTS, LLC, 9515 Westview Dr, Coral Springs, FL, (954)754-2814 343778, PLANTATION COFFEE, LLC, 560 N. Pine Island Rd., Plantation, FL, (954)358-5700 343785, PURPLE ROCK INVESTMENT COMPANY LLC, 8445 Tamiami Tr, Sarasota, FL, (941)922-3639 343789, Palm City Donuts, LLC, 2858 Town Center Way, Palm City, FL, (772)220-5960 343805, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 3467 NE 163rd St, North Miami Beach, FL, (305)908-1391 343920, AC Reed Road, Inc., 7011 W Newberry Rd., Gainesville, FL, (352)727-4254 343934, FT. PIERCE DONUTS LLC, 4876 North Kings Hwy, Sunoco Gas, Fort Pierce, FL, (772)801-6379 343978, SSC343978, LLC, 12561 Biscayne Blvd., Miami, FL, (305)891-1020 343981, SSC343981, LLC, 16970 S. Tamiami Trl, Fort Myers, FL, (239)337-9451 344003, Speedway LLC, 33600 US 19 North, Speedway, Palm Harbor, FL, (727)789-0842

528

344011, Speedway LLC, 1625 North McMullen Booth, Speedway, Safety Harbor, FL, (908)804-2852 344017, Speedway LLC, 2577 Harn Blvd., Speedway, Clearwater, FL, (727)530-4449 344056, Speedway LLC, 12550 49th St, Speedway, Clearwater, FL, (727)556-0111 344057, Speedway LLC, 2023 US Highway 19, Speedway, Holiday, FL, (727)937-0671 344058, Speedway LLC, 11002 E. State Route 64, Speedway, Bradenton, FL, (941)747-5976 344077, Route 52 Donuts LLC, 16055 State Road 52, Land O Lakes, FL, (813)996-3285 344097, Speedway LLC, 11224 Land O Lakes Blvd., Speedway, Land O Lakes, FL, (813)995-2044 344151, Speedway LLC, 13707 W Colonial Dr, Speedway, Winter Garden, FL, (407)905-9273 344152, Speedway LLC, 28232 US Route 54, Speedway, Wesley Chapel, FL, N/A 344153, Speedway LLC, 10544 Park Blvd., Speedway, Seminole, FL, (727)398-7783 344157, Speedway LLC, 9520 Orange Blossom Tr, Speedway, Orlando, FL, (407)851-0114 344168, HOMESTEAD DONUTS LLC, 1485 S. Dixie Hwy, Florida City, FL, (305)246-9896 344188, Speedway LLC, 3270 Vineland Rd., Speedway, Kissimmee, FL, (407)390-9204 344204, Speedway LLC, 2710 Maguire Rd. ,Speedway, Ocoee, FL, (407)905-8847 344207, Palm City Donuts, LLC, 3401 SW Darwin Blvd. ,Shell Gas, Port Saint Lucie, FL, (772)879-7789 344220, Speedway LLC, 2294 East US 192, Speedway, Kissimmee, FL, (407)933-4547 344272, SSC344272, LLC, 11609 S. Cleveland Ave, Fort Myers, FL, (239)337-9990 344273, SSC344273, LLC, 2475 Cleveland Ave, Fort Myers, FL, (239)461-2700 344410, Sousa Management, Inc., 2152 Okeechobee Blvd., Mobil Gas, West Palm Beach, FL, (561)478-7141 344453, DORAL MIAMI DONUTS LLC, 14632 S. W. 8th Street, Miami, FL, (305)221-5710 344529, 44 Flamingo, Inc., 4401 S Flamingo Rd., Davie, FL, (954)640-3924 344533, Rayhan, Inc., 7300 Royal Palm Blvd., Margate, FL, (954)984-8744 344536, Lake Bryan Donuts, LLC, 13605 S Apopka Vineland Rd., Orlando, FL, (407)238-7800 344769, AC Management, Inc., 27616 Wesley Chapel Blvd., Wesley Chapel, FL, (813)991-1221 344794, SSRM6, LLC, 1221 S Patrick Dr, Patrick Air Force Base, FL, (321)868-7096 344826, SSC344826, LLC, 4726 S. Cleveland Ave, Fort Myers, FL, (239)690-2326 344854, Merritt Island DD, LLC, 2445 N Courtenay Pkwy, Merritt Island, FL, (321)453-1200 344961, Rubiano Holdings, Inc., 242 S Congress Ave, West Palm Beach, FL, (561)478-1180 345002, AC Tucker Road, Inc., 3411 SW Archer Rd., Gainesville, FL, (352)505-5030 345069, College Donut, Inc., 4200 Congress Ave, Palm Beach Comm. College, Lake Worth, FL, N/A 345070, College Donut, Inc., 3160 PGA Blvd,. Palm Beach Comm. College, Palm Beach Gardens, FL, N/A 345149, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 9121 Pembroke Rd., Pembroke Pines, FL, (954)438-1789 345153, Ulmerton Donuts, Inc., 7030 Ulmerton Rd., Largo, FL, (727)524-2500 345155, Suncoast Donuts, LLC, 8406 Little Rd., New Port Richey, FL, (727)842-1755 345156, SSRM VB3 LLC, 812 62nd St Cir E, Bradenton, FL, (941)747-2618 345227, STRATEGIC BUSINESS ASSOCIATES, LLC, 7571 Osceola Polk Line Rd., Davenport, FL, (407)390-8455 345295, Short River Management, Inc., 2895 Davie Rd., Davie, FL, (954)501-2685 345313, AP Donut Corporation, 1654 N Federal Hwy, Boca Raton, FL, (561)961-5475 345393, DJH Enterprises, Inc., 2365 State Road 44, New Smyrna Beach, FL, (386)428-5700 345510, DAVENPORT DONUTS LLC, 38219 Highway 27, Davenport, FL, (863)422-5100 345520, Nova King, Inc., 300 S Nova Rd., Ormond Beach, FL, (386)677-0052 345586, 84 Pine Island, Inc., 9170 W. State Road 84, Davie, FL, (954)533-5698 345626, 17 & Federal, Inc., 1579 S. Federal Hwy, Fort Lauderdale, FL, (954)453-7006 345745, Lake Wales Donuts, LLC, 2000 State Road 60 E, Wal*Mart, Lake Wales, FL, (863)679-2700 345801, SUGAR RAISED DONUTS, LLC, 2609 N Dixie Hwy Bay, Wilton Manors, FL, (954)561-4171 345839, AC Reed Road, Inc., MacDill Air Force Base, Tampa, FL, (813)325-8335 345996, Sitaram Donut Corporation, 9874 Yamato Rd., Boca Raton, FL, (561)961-5476 346009, FBTH Enterprises Inc, 782 S. Rowe Ter, Lecanto, FL, (352)527-1607 346010, Daytona Beach Donuts, LLC, 213 N Atlantic Ave, Daytona Beach, FL, (386)257-9908 346022, Capco Real Estate, Inc., 6055 W Waters Ave, Tampa, FL, (813)515-5090 346025, Capco Real Estate, Inc., 1930 N Dale Mabry Hwy, Tampa, FL, (813)512-8424 346030, Capco Real Estate, Inc., 11302 N Dale Mabry Hwy, Tampa, FL, (813)374-6459 346032, Capco Real Estate, Inc., 6512 Gall Blvd., Zephyrhills, FL, (813)395-8812 346211, The Paradies Shops, LLC, 11000 Terminal D, Ft. Myers Airport, Fort Myers, FL, (239)768-2405 346218, MAC COLLEGIATE, LLC, 12075 Collegiate Way, Orlando, FL, (407)282-7147 346222, The Paradies Shops, LLC, 11000 Terminal Access Rd., Ft Myers Airport, Fort Myers, FL, (239)768-2405 346314, Rima & Raj, LLC, 116 Oakleaf Village Pkwy, Jacksonville, FL, (904)778-0700 346368, The Paradies Shops, LLC, 6000 Airport Circle, Sarasota Bradenton Intl Airport, Sarasota, FL, N/A 346385, PURPLE ROCK INVESTMENT COMPANY LLC, 900 Kings Hwy, Punta Gorda, FL, N/A 346469, AUGUSTINE FOODS LLC, 7440 US 1 N, Saint Augustine, FL, (904)342-7186 346491, Capco Real Estate, Inc., 13430 Bruce B. Downs Blvd., Tampa, FL, (813)252-7491 346499, DORAL MIAMI DONUTS LLC, 2060 NW 107th Ave, Miami, FL, (305)640-1450 346544, Speedway LLC, 9651 Argyle Forest Blvd., Speedway, Jacksonville, FL, N/A 346608, AC Management, Inc., 2340 Willow Oak Dr, Wesley Chapel, FL, (813)991-4130 346619, Speedway LLC, 150 Hampton Point Dr, Speedway, Saint Augustine, FL, (904)230-5440

529

346620, Speedway LLC, 11425 W. Hillsborough Ave, Speedway, Tampa, FL, (813)814-2989 346621, Speedway LLC, 13637 Beach Blvd., Speedway, Jacksonville, FL, (904)223-9965 346622, Speedway LLC, 8079 Ramona Blvd. W, Speedway, Jacksonville, FL, (904)695-2974 346623, Speedway LLC, 7106 Blanding Blvd., Speedway, Jacksonville, FL, (904)317-8620 346624, Speedway LLC, 38611 US Highway 19, Speedway, Tarpon Springs, FL, (727)942-6111 346625, Speedway LLC, 5511 Clarcona Ocoee Rd. ,Speedway, Orlando, FL, N/A 346626, Speedway LLC, 13508 Black Lake Rd., Speedway, Odessa, FL, (813)920-6802 346637, Speedway LLC, 9532 US 441, Speedway, Leesburg, FL, (352)360-0423 346638, Speedway LLC, 2505 US 1 S, Speedway, Saint Augustine, FL, (904)797-2183 346715, Town Center Donuts, LLC, 5290 East SR 100, Palm Coast, FL, (386)586-2487 346768, Speedway LLC, 3001 66th Street North, Speedway, Saint Petersburg, FL, (727)343-0183 346769, Speedway LLC, 36763 US 19, Speedway, Palm Harbor, FL, (727)938-7321 346802, PURPLE ROCK INVESTMENT COMPANY LLC, 14405 SR 70 East, Bradenton, FL, (941)755-9032 346824, Speedway LLC, 5010 Tampa Rd., Speedway, Oldsmar, FL, N/A 346842, Speedway LLC, 75 Broad St, Speedway, Masaryktown, FL, (352)799-5143 346844, Speedway LLC, 26260 Cortez Blvd. ,Speedway, Brooksville, FL, (352)754-9060 346845, Speedway LLC, 1205 Gulf Rd., Speedway, Tarpon Springs, FL, (727)942-0896 346846, Speedway LLC, 2734 US-19 Alt ,Speedway, Palm Harbor, FL, (727)789-5196 346847, Speedway LLC, 580 Mandalay Ave, Speedway, Clearwater, FL, N/A 346859, O.T.D. Donuts, LLC, 9490 90th Ave, Vero Beach, FL, (772)589-6813 347111, AC Russells Mills, Inc., 17276 NE US Highway 301, Waldo, FL, (352)468-1082 347157, Speedway LLC, 300 E Buena Vista Dr, Speedway, Lake Buena Vista, FL, (407)938-0151 347158, Speedway LLC, 1000 West Car Care Dr, Speedway, Lake Buena Vista, FL, (407)938-0334 347207, MAC ROSEMONT, LLC, 5422 N Orange Blossom Trl, Orlando, FL, (407)299-9531 347214, Speedway LLC, 11708 Seminole Blvd., Speedway, Largo, FL, N/A 347218, Speedway LLC, 2698 Roosevelt Blvd., Speedway, Clearwater, FL, (727)535-0265 347220, Speedway LLC, 13987 Walsingham Rd., Speedway, Largo, FL, (727)593-1466 347222, Speedway LLC, 4 N Indian Rocks Rd., Speedway, Largo, FL, (727)584-5741 347223, Speedway LLC, 5798 Roosevelt Blvd. ,Speedway, Clearwater, FL, (727)531-6788 347625, Viva Donuts of Riverview, LLC, 6912 Big Bend Rd., Gibsonton, FL, (813)672-7497 347694, Speedway LLC, 12030 Bonita Beach Rd. SE, Speedway, Bonita Springs, FL, (239)992-9288 347695, Speedway LLC, 27001 Old 41 Road ,Speedway, Bonita Springs, FL, (239)992-0255 347696, Speedway LLC, 28070 Quail Nest Ln, Speedway, Bonita Springs, FL, (239)947-2288 347697, Speedway LLC, 402 Del Prado Blvd. S, Speedway, Cape Coral, FL, (239)574-4474 347698, Speedway LLC, 1020 Santa Barbara Blvd., Speedway, Cape Coral, FL, (239)458-4114 347699, Speedway LLC, 4171 Tamiami Trl ,Speedway, East Naples, FL, (239)793-4464 347701, Speedway LLC, 14690 Metro Pkwy, Speedway, Fort Myers, FL, (239)561-9633 347702, Speedway LLC, 7700 Cypress Lake Dr ,Speedway, Fort Myers, FL, (239)433-0908 347703, Speedway LLC, 5551 Lee Boulevard ,Speedway, Lehigh Acres, FL, (239)369-8476 347704, Speedway LLC, 17951 N Tamiami Trl ,Speedway, North Fort Myers, FL, (239)543-8148 347706, Speedway LLC, 2100 Goodlette Road, Speedway, Naples, FL, (239)263-3556 347709, Speedway LLC, 2499 Palm Ridge Rd. ,Speedway, Sanibel, FL, (239)395-7689 347760, Speedway LLC, 3100 S 8th St ,Speedway, Fernandina Beach, FL, (904)491-1085 347761, Speedway LLC, 401 Roberts Rd. ,Speedway, Fruit Cove, FL, (904)287-2339 347762, Speedway LLC, 1010 State Road 16 ,Speedway, Green Cove Springs, FL, (904)529-8055 347763, Speedway LLC, 3254 Highway 17 ,Speedway, Green Cove Springs, FL, (904)284-2263 347765, Speedway LLC, 7403 Lem Turner Rd. ,Speedway, Jacksonville, FL, (904)765-9236 347767, Speedway LLC, 9094 Merrill Rd. ,Speedway, Jacksonville, FL, (904)743-9377 347769, Speedway LLC, 4324 Atlantic Blvd. ,Speedway, Jacksonville, FL, (904)398-5140 347770, Speedway LLC, 8346 Normandy Blvd. ,Speedway, Jacksonville, FL, (904)695-9029 347771, Speedway LLC, 12245 San Jose Blvd. ,Speedway, Jacksonville, FL, (904)260-1620 347773, Speedway LLC, 1066 University Blvd. N ,Speedway, Jacksonville, FL, (904)474-6803 347774, Speedway LLC, 7169 Wilson Blvd. ,Speedway, Jacksonville, FL, (904)908-4356 347775, Speedway LLC, 5405 Beach Blvd., Speedway, Jacksonville, FL, (904)396-0655 347780, Speedway LLC, 99601 Overseas Hwy, Speedway, Key Largo, FL, (305)453-9434 347781, Speedway LLC, 7550 NW 186th St, Speedway, Hialeah, FL, (305)821-0320 347782, Speedway LLC, 19880 NW 27th Ave, Speedway, Miami, FL, (305)628-4988 347783, Speedway LLC, 20901 NW 2nd Ave, Speedway, Miami, FL, (305)249-2694 347784, Speedway LLC, 7721 Hollywood Blvd., Speedway, Pembroke Pines, FL, (954)983-7390 347785, Speedway LLC, 19600 Pines Blvd., Speedway, Pembroke Pines, FL, N/A 347787, Speedway LLC, 8550 N University Dr, Speedway, Tamarac, FL, (954)720-4677 347810, Speedway LLC, 3190 S US Highway 17/92, Speedway, Casselberry, FL, (407)265-9206 347811, APEC Foods, LLC, 1600 Clearlake Rd., Speedway, Cocoa, FL, (321)631-5682 347814, Speedway LLC, 2675 W International, Speedway, Daytona Beach, FL, (386)226-1204 347816, Speedway LLC, 3200 S John Young Pkwy, Speedway, Kissimmee, FL, (407)870-5110

530

347817, Speedway LLC, 27345 US Hwy 27, Speedway, Leesburg, FL, (352)315-9117 347819, Speedway LLC, 700 W New Haven Ave ,Speedway, Melbourne, FL, (321)956-0016 347820, Speedway LLC, 3500 S Babcock St, Speedway, Melbourne, FL, (321)728-5507 347822, APEC Foods, LLC, 10024 Lee Vista Blvd., Speedway, Orlando, FL, (407)384-9909 347823, Speedway LLC, 38 Goldenrod Rd., Speedway, Orlando, FL, (407)277-5942 347824, Speedway LLC, 5365 International Dr, Speedway, Orlando, FL, (407)345-5067 347825, Speedway LLC, 5981 Turkey Lake Rd. ,Speedway, Orlando, FL, (407)248-0070 347826, APEC Foods, LLC, 3015 Alafaya Trail, Speedway, Oviedo, FL, (407)366-2557 347827, Speedway LLC, 2045 Murrell Road, Speedway, Rockledge, FL, (321)504-9758 347831, APEC Foods, LLC, 17431 US Highway 192, Speedway, Clermont, FL, (352)341-8517 347832, Speedway LLC, 4324 Mcintosh Rd., Speedway, Dover, FL, (813)717-9640 347834, Speedway LLC, 9515 E. Gulf To Lake Hwy, Speedway, Inverness, FL, (352)341-4286 347835, Speedway LLC, 6808 S Florida Ave, Speedway, Lakeland, FL, (863)701-7658 347847, Speedway LLC, 14361 Gulf Blvd. ,Speedway, Madeira Beach, FL, (727)397-8490 347848, Speedway LLC, 7319 Plathe Rd., Speedway, New Port Richey, FL, (727)843-8567 347849, Speedway LLC, 14807 Tamiami Trl ,Speedway S Sumter Blvd., North Port, FL, (941)426-2777 347850, Speedway LLC, 11615 Boyette Road ,Speedway, Riverview, FL, (813)672-0876 347851, Speedway LLC, 3495 Deltona Blvd., Speedway, Spring Hill, FL, (352)683-6663 347852, Speedway LLC, 8350 Martin Luther King Blvd. E, Speedway, Tampa, FL, (813)635-9724 347853, Speedway LLC, 10001 N. Florida Ave., Speedway, Tampa, FL, (813)932-1518 347855, Speedway LLC, 2885 University Parkway, Speedway, Sarasota, FL, (941)358-5468 347857, Speedway LLC, 1216 Northlake Blvd., Speedway, Lake Park, FL, (561)840-1448 347858, Speedway LLC, 3965 S Congress Ave, Speedway, Lake Worth, FL, (561)357-9303 347859, FT. PIERCE DONUTS LLC, 6601 S US Highway 1, Speedway, Port Saint Lucie, FL, (772)464-9150 347876, PANAMA CITY BEACH DONUTS, LLC, 11150 Panama City Beach Pkwy, Panama City Beach, FL, (850)459-9458 347986, Capco Real Estate, Inc., 6190 N. US Highway 41, Apollo Beach, FL, (813)812-6758 348029, SSC348029, LLC, 2525 N Tamiami Trl, Sarasota, FL, (941)955-4502 348203, Speedway LLC, 1508 79th St. Causeway, Speedway, North Bay Village, FL, (305)868-3747 348223, APEC Foods, LLC, 1404 N. Citrus Blvd., Speedway, Leesburg, FL, (352)787-6243 348224, Speedway LLC, 11655 Collier Blvd., Speedway, Naples, FL, (239)348-1477 348230, Compass Group USA, Inc., 777 Glades Rd. Florida Atlantic Univ., Boca Raton, FL, (561)297-4195 348235, Speedway LLC, 201 S. Brevard Ave, Speedway, Arcadia, FL, (863)993-2422 348249, Military Donuts LLC, 887 105th Ave N, Naples, FL, (239)592-5653 348254, MARK DONUTS, LLC, 10201 W Commercial Blvd., Sunrise, FL, (954)718-1110 348330, Bearss Donuts, LLC, 110 E Bearss Ave, Tampa, FL, (813)960-5934 348474, Linebaugh Donuts, LLC, 6017 W Linebaugh Ave, Tampa, FL, (813)961-2100 348484, Areas USA FLTP, LLC, MP#65 Pompano Beach (FL-Tpk), Margate, FL, (954)691-2734 348485, Areas USA FLTP, LLC, MP#94 West Palm Beach (FL-Tpk), Lake Worth, FL, (305)267-8510 348486, Areas USA FLTP, LLC, MP#144 Fort Pierce (FL-Tpk) Fort Pierce Service Plaza, Fort Pierce, FL, (305)267-8510 348487, Areas USA FLTP, LLC, MM 184 Florida Tpke, Fort Drum Service Plaza, Okeechobee, FL, (305)267-8510 348488, Areas USA FLTP, LLC, MP#229 Canoe Creek Plaza Canoe Creek Service (FL-Tpk), Saint Cloud, FL, (305)267-8510 348489, Areas USA FLTP, LLC, MP#263 Turkey Lake (FL-Tpk), Ocoee, FL, (305)267-8510 348555, Florida Turnpike Services LLC, Florida Turnpike MM 19 Snapper Creek Travel Plz, Miami, FL, (305)253-3755 348579, Compass Group USA, Inc., 11200 SW 8th St, Florida Intl University, Miami, FL, (305)798-9147 348606, AIRPORT BOULEVARD DONUTS LLC, 1133 Airport Blvd., Pensacola, FL, (850)912-8388 348631, SSRM3, LLC, 1730 W University Ave, Gainesville, FL, (352)371-0125 348840, Speedway LLC, 2300 SE 17th St, Speedway, Ft. Lauderdale, FL, N/A 348841, Speedway LLC, 2617 W Fairbanks Ave, Speedway, Winter Park, FL, (407)628-1126 348958, Rima & Raj, LLC, 5555 Roosevelt Blvd., Jacksonville, FL, (904)384-1284 349019, Las Olas Donuts LLC, 6685 Collier Blvd., Naples, FL, (239)530-3008 349055, LEGACY 4TH STREET QSR LLC, 1046 4th St N, Saint Petersburg, FL, (727)256-9194 349125, WELLINGTON DONUTS, INC., 12754 Forest Hill Blvd., Wellington, FL, (561)246-4152 349193, FT. PIERCE DONUTS LLC, 4090 W Midway Rd., Ft Pierce, FL, (772)461-9455 349218, JOEY DONUTS, LLC, 3440 Tamiami Trail, Naples, FL, (239)732-0344 349252, Speedway LLC, 1475 Buena Vista Dr, Speedway, Lake Buena Vista, FL, (407)938-0161 349260, SSC349260, LLC, 31201 SW 137 Ave, Homestead, FL, (305)420-6965 349261, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 11301 NW 27th Ave, Miami, FL, (855)336-6887 349287, SOFL DONUTS, LLC, 1 N Federal Hwy, Pompano Beach, FL, (954)317-2380 349298, RDM TALLY 1, LLC, 6676 Thomasville Rd. #2, Tallahassee, FL, (850)727-8958 349332, Largo Donuts LLC, 99675 Overseas Hwy, Key Largo, FL, (305)922-2260 349339, ST. JOHNS DONUTS, LLC, 2274 State Road 16, Saint Augustine, FL, (904)827-1240 349362, Lyons Donuts LLC, 28155 S Tamiami Trl, Bonita Springs, FL, (239)949-7030 349365, SSC349365, LLC, 1662 NE Pine Island Rd., Cape Coral, FL, (239)242-2638 349390, Goldenrod Donuts, LLC, 654 S Goldenrod Rd., Orlando, FL, (321)235-5926 349466, Nova King, Inc., 1900 LPGA Blvd., Daytona Beach, FL, (386)274-2622

531

349476, SSC349476, LLC, 6790 SW 8th St, Miami, FL, (305)330-3767 349485, M&M Donuts LLC, 1089 N Collier Blvd., Marco Island, FL, (239)389-4327 349487, Speedway LLC, 101 W Oak St, Speedway, Wauchula, FL, (863)773-2313 349488, Speedway LLC, 1241 Tamiami Trl N, Speedway, Nokomis, FL, (941)480-1439 349489, Speedway LLC, 1501 E State Road 434, Speedway, Winter Springs, FL, (407)977-3093 349618, SSC349618, LLC, 8099 S Dixie Hwy, Miami, FL, (305)330-4357 349621, Capco Real Estate, Inc., 5761 Bee Ridge Rd., Sarasota, FL, (941)379-6199 349627, Countryside Donuts, Inc., 27001 US Highway 19 N, Clearwater, FL, (727)796-8085 349657, Capco Real Estate, Inc., 800 Cypress Pkwy, Poinciana, FL, (407)201-4125 349659, CALLAWAY DONUTS, LLC, 712 N Tyndall Pkwy, Callaway, FL, (850)459-9503 349660, MINERVA 2, INC., 11292 Boyette Rd., Riverview, FL, (813)741-3081 349702, MAC SPANISH SPRINGS, LLC, 1002 Alverez Ave, The Villages, FL, (352)633-1445 349795, Trendset Ventures, LLC, 511 US Highway 27, Clermont, FL, (352)241-8206 349848, ATLANTIC DONUTS LLC, 4800 Golden Gate Pkwy, Naples, FL, (239)348-2972 349933, The Adler Group, LLC, 600 Missouri Ave N, Largo, FL, (727)586-5100 349960, South Pine Donuts, Inc., 1750 S Pine Ave, Ocala, FL, (352)622-5521 349963, 34th STREET SOUTH DONUTS, LLC, 3850 34th St S, Saint Petersburg, FL, (727)867-7000 349981, SSC349981, LLC, 4233 Tamiami Trl, Port Charlotte, FL, (941)764-1877 349983, MARATHON DONUTS LLC, 7301 Overseas Hwy Valero, Marathon, FL, (305)204-4463 350016, KC DONUTS, LLC, 4599 66th St N, Kenneth City, FL, (727)329-8998 350055, Speedway LLC, 1545 Blanding Blvd., Speedway, Middleburg, FL, (904)282-6569 350056, APEC Foods, LLC, 1950 E Jefferson St ,Speedway, Brooksville, FL, (352)799-5521 350057, Speedway LLC, 6706 14th St W ,Speedway, Bradenton, FL, (941)727-4740 350098, 210 DONUTS, LLC, 2225 County Road 210 W, Jacksonville, FL, (904)342-2618 350108, Speedway LLC, 4960 Palm Beach Blvd. Speedway, Tice, FL, (239)694-6070 350117, Speedway LLC, 3202 Daniels Rd. ,Speedway, Winter Garden, FL, (407)654-6304 350119, SOUTH FERDON BOULEVARD DONUTS LLC, 2408 S Ferdon Blvd., Crestview, FL, (850)306-2418 350124, RACELYN LLC, 12941 Race Track Rd., Tampa, FL, (813)336-4915 350142, AC Reed Road, Inc., 5235 14th St W, Bradenton, FL, (941)254-7916 350143, SC&D Capital Circle NW LLC, 1594 Capital Cir NW Ste E, Tallahassee, FL, (850)391-9638 350146, Bayshore Donuts, Inc., 2600 Bayshore Blvd., Dunedin, FL, (727)230-2303 350167, Nova King, Inc., 1628 W Granada Blvd., Ormond Beach, FL, (386)675-6955 350173, Lily Donuts, LLC, 201 US Highway 27 N, Avon Park, FL, (863)657-2465 350203, Speedway LLC, 15260 McGregor Blvd., Speedway, Fort Myers, FL, (239)433-3309 350205, Speedway LLC, 3200 Colonial Blvd., Speedway, Fort Myers, FL, (239)939-7889 350220, COLONIAL FOODS 2, LLC, 4115 E Colonial Dr, Orlando, FL, (407)203-6052 350221, SSC350221, LLC, 563 US Highway 41 Byp, Venice, FL, (941)483-1081 350264, Gateway Donuts, LLC, 1020 Gateway Blvd., Boynton Beach, FL, (561)345-2332 350275, SSC350275, LLC, 14352 Palm Beach Blvd., Fort Myers, FL, (239)344-9150 350285, SSC350285, LLC, 8190 SW 40th St, Speedway, Miami, FL, (305)207-6890 350298, Rima & Raj, LLC, 6999 Merrill Rd., Jacksonville, FL, (904)743-0300 350310, GENNEX VENTURES LLC, 17330 Highway 50, Clermont, FL, (407)654-3363 350350, DJH Enterprises, Inc., 3817 S Nova Rd., Port Orange, FL, (386)767-0050 350360, APEC Foods, LLC, 105 E State Rd. 436, Speedway, Altamonte Springs, FL, (407)830-0925 350368, Speedway LLC, 13306 S Orange Blossom Trl, Speedway, Orlando, FL, (407)854-5055 350423, MARY ESTHER DONUTS LLC, 516 Mary Esther Cut Off NW, Fort Walton Beach, FL, (850)586-7229 350543, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 9740 Griffin Rd., Cooper City, FL, (954)218-1576 350544, SUNSHINE DONUTS, LLC, 2931 Northlake Blvd., Palm Beach Gardens, FL, (561)842-3196 350546, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 1599 N State Road 7, Lauderhill, FL, (954)739-3664 350548, TAVERNIER DONUTS LLC, 91292 Overseas Hwy, Tavernier, FL, (305)509-5173 350569, LIBRARY DONUTS, LLC, 407 Clematis St, West Palm Beach, FL, (561)693-0167 350572, PM OKEECHOBEE, LLC, 4993 US Highway 441 S, BP Gas, Okeechobee, FL, (863)357-0015 350594, SC&D North Monroe LLC, 2560 N Monroe St, Tallahassee, FL, (850)391-9084 350595, 417 Donuts, LLC, 8485 S Orange Blossom Trl, Orlando, FL, (407)730-5964 350600, ORLANDO FOODS, LLC, 1605 S Orlando Ave, Maitland, FL, (321)295-7469 350650, PM WELLINGTON, LLC, 2741 S State Road 7, Wellington, FL, (561)793-7669 350697, ROCK ISLAND DONUTS LLC, 8885 Davis Blvd., Naples, FL, (239)348-2844 350699, Suncoast Donuts, LLC, 10829 State Road 54, New Port Richey, FL, (727)372-5454 350705, LYNN HAVEN DONUTS, LLC, 2230 S Highway 77, Lynn Haven, FL, (850)459-9496 350714, Sousa Management, Inc., 6840 Okeechobee Blvd., Speedway, West Palm Beach, FL, (561)478-7699 350722, Rima & Raj, LLC, 1543 Blanding Blvd., Middleburg, FL, (904)406-0474 350755, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 11 N State Road 7, Plantation, FL, (954)327-2509 350765, COLONIAL FOODS 3, LLC, 14813 East Colonial Dr, Orlando, FL, (407)930-6329 350770, FT. PIERCE DONUTS LLC, 10050 W Indiantown Rd., Jupiter, FL, (561)743-4494 350802, Alisha & Pooja, LLC, 3930 Sunbeam Rd., Jacksonville, FL, (904)262-8775

532

350803, Alisha & Pooja, LLC, 11857 San Jose Blvd., Jacksonville, FL, (904)503-7028 350857, Stuart Donuts, LLC, 2101 SE Ocean Blvd., Stuart, FL, (772)781-9697 350900, SAMPLE ROAD DONUTS, LLC, 5610 W Sample Rd., Margate, FL, (954)973-6000 350901, A & J & S Donuts, Inc., 7512 S Dixie Hwy, West Palm Beach, FL, (561)586-3868 350933, SSRM2, LLC, 3100 Alafaya Trl, Oviedo, FL, (407)542-4947 350948, AC Management, Inc., 5601 Manatee Ave W, Bradenton, FL, (941)567-6172 350966, NAVY BOULEVARD DONUTS LLC, 720 N Navy Blvd., Pensacola, FL, (850)466-2834 351046, PB&J DONUTS, LLC, 6274 W Indiantown Rd., Jupiter, FL, (561)743-0808 351093, WATERS DONUTS, LLC, 222 W Waters Ave, Tampa, FL, (813)935-0300 351116, SSC351116, LLC, 13746 SW 56th St, Miami, FL, (305)290-2490 351130, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 3501 Davie Rd., Broward College Library, Davie, FL, (954)915-1308 351131, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 7200 Pines Blvd,. Broward College, Pembroke Pines, FL, (954)378-7984 351155, Speedway LLC, 24435 SW 112th Ave, Speedway, Homestead, FL, (305)258-4915 351159, University Donuts LLC, 4835 Immokalee Rd., Naples, FL, (239)596-0681 351170, T.O.D. Donuts, Inc., 9009 20th St, Vero Beach, FL, (772)770-5662 351173, Suncoast Donuts, LLC, 393 Mandalay Ave, Clearwater, FL, (727)462-0220 351210, Rubiano Holdings, Inc., 10130 Northlake Blvd., West Palm Beach, FL, (561)775-1449 351221, SSC351221, LLC, 8291 Dani Dr, Fort Myers, FL, (239)931-9850 351230, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 7245 N Military Trl, West Palm Beach, FL, (561)844-6994 351302, Alisha & Pooja, LLC, 4685 US Highway 17, Orange Park, FL, (904)541-4914 351336, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 2600 S University Dr, Miramar, FL, (954)589-1362 351343, FABER MIA NEWS LLC, 2800 S Le Jeune Rd., Miami Int'l Airport, Miami, FL, (786)374-7356 351352, 1408 PARK AVENUE FOODS LLC, 1408 Park Ave, Orange Park, FL, (904)375-9382 351360, Speedway LLC, 8275 N Wickham Rd., Speedway, Melbourne, FL, (321)242-2032 351384, SS STADIUM LLC, 30435 Cortez Blvd., Brooksville, FL, (352)799-2333 351429, CHOCOLATE FROSTED DONUTS, LLC, 2547 Sheridan St, Hollywood, FL, (954)927-5140 351430, SSC351430, LLC, 11698 SW 152nd St, Miami, FL, (305)254-8584 351445, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 1840 Palm Beach Lakes Blvd., West Palm Beach, FL, (561)557-5046 351452, SSC351452, LLC, 9732 N Kendall Dr, Miami, FL, (305)428-3773 351473, Southern Donuts LLC, 8843 Southern Blvd., West Palm Beach, FL, (561)795-6595 351492, PM AIROSO, LLC, 550 NW Airoso Blvd., Port Saint Lucie, FL, (772)834-2611 351502, DJH Enterprises, Inc., 1812 South Ridgewood Ave, Edgewater, FL, N/A 351509, FLMS Baymeadows, LLC, 8520 Baymeadows Rd., Jacksonville, FL, (904)503-2143 351518, FLMS Lake Wales, LLC, 24195 US Highway 27, Lake Wales, FL, (863)676-4870 351519, Armenia Donuts, Inc., 4012 N Armenia Ave, Tampa, FL, (813)877-5103 351543, EMERALD COAST PARKWAY DONUTS LLC, 10859 Emerald Coast Pkwy W, Miramar Beach, FL, (850)424-7297 351566, POWDERED DONUTS, LLC, 2780 Stirling Rd., Hollywood, FL, (954)391-8224 351578, ST. JOHNS DONUTS, LLC, 1115 A1A Beach Blvd., St Augustine, FL, N/A 351665, ATHENA DONUTS LLC, 1421 S Narcoossee Rd., Saint Cloud, FL, (407)891-0808 351726, SSC351726, LLC, 3051 NE Pine Island Rd., Cape Coral, FL, (238)997-1322 351741, Nova King, Inc., 250 S Atlantic Ave, Ormond Beach, FL, (386)256-3830 351803, TARPON SPRINGS DONUTS, LLC, 1143 S Pinellas Ave, Tarpon Springs, FL, (727)943-8678 351826, SSRM5, LLC, 16091 NW US Hwy 441, Alachua, FL, (386)418-3800 351832, AC Pleasant St, LLC, 5515 Porada Dr, Melbourne, FL, (321)636-1822 351844, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 11612 City Hall Promenade, Miramar, FL, (954)441-6655 351848, The Last Waltz, Inc., 3000 22nd Ave N, Saint Petersburg, FL, (727)201-9967 351859, AC Pleasant St, LLC, 4412 State Road 46, Mims, FL, (321)383-3090 351862, STIRLING DONUTS LLC, 1558 Lake Trafford Rd., Immokalee, FL, (239)658-0760 351863, MAC DOGTRACK LONGWOOD, LLC, 100 Dog Track Rd., Shell Gas, Longwood, FL, (407)951-5488 351988, FLMS Bartow, LLC, 1202 N Broadway Ave, Bartow, FL, (863)533-3626 352021, SSC352021, LLC, 1050 NW 14th St, Miami, FL, (305)428-3710 352035, RADHESHYAM DONUT CORP, 11405-C W Palmetto Park Rd., Boca Raton, FL, (561)419-7996 352043, ROCKET DONUT LLC, 1960 Rockledge Blvd., Rockledge, FL, (321)305-5938 352050, Rima & Raj, LLC, 5110 County Road 218, Middleburg, FL, (904)282-0200 352105, PMG CLEWISTON, LLC, 100 S Berner Rd., Clewiston, FL, (863)805-0720 352128, Gulf Coast Donuts, LLC, 14259 Collier Blvd., Naples, FL, (239)352-0667 352175, DIXIE COFFEE, LLC, 1101 S Dixie Hwy, Lantana, FL, (561)585-9027 352187, MAC BRUSTERS, LLC, 2511 Howell Branch Rd., Casselberry, FL, (407)960-6882 352193, SUNSET POINT DONUTS, INC., 23924 US Highway 19 N, Clearwater, FL, (727)726-9400 352212, A1A DONUTS, LLC, 226 Solana Rd., Ponte Vedra Beach, FL, (904)686-1091 352218, SOUTH DALE DONUTS, INC., 3820 S Dale Mabry Hwy, Tampa, FL, (813)284-5999 352227, E MCNAB DONUTS, LLC, 949 E McNab Rd., Pompano Beach, FL, (954)532-4146 352243, SOUTHERN STAR RESTAURANT MANAGEMENT, INC, 4210 W Plaza Dr, Orlando, FL, (407)882-3688 352244, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 3011 Yamato Rd., Boca Raton, FL, (561)210-5258 352297, RDM Atlantic, LLC, 842 Dunn Ave, Jacksonville, FL, (904)551-5605

533

352306, MAC LEESBURG PALM PLAZA, LLC, 641 N 14th St, Leesburg, FL, (352)530-2265 352309, DALE DONUTS, LLC, 19130 North Dale Mabry Hwy, Lutz, FL, (813)953-1851 352318, PSL DONUTS, LLC, 235 SW Port Saint Lucie Blvd., BP Gas, Port Saint Lucie, FL, (772)873-9731 352330, Broward Donuts LLC, 31 S Lee St, Labelle, FL, (863)674-1166 352347, Cali Donuts, LLC, 8595 Seminole Blvd., Seminole, FL, (727)399-1234 352361, MORNING COFFEE, LLC, 10800 N Military Trl, Palm Beach Gardens, FL, (561)508-3152 352369, TARPON SPRINGS DONUTS, LLC, 40076 US Highway 19 N, Tarpon Springs, FL, (727)934-0548 352371, NEWHAVEN DONUTS LLC, 2880 W New Haven Ave, Melbourne, FL, (321)312-4612 352387, RAYSURI DONUTS, INC., 390 N Rock Island Rd., Margate, FL, N/A 352403, ABSHIER FOODS LLC, 6011 SE Abshier Blvd., Belleview, FL, (352)307-3409 352420, Turkey Lake Donuts LLC, 8015 Turkey Lake Rd., Orlando, FL, (407)730-3073 352464, GUNATIT DONUT, LLC, 2091 Griffin Rd., Dania Beach, FL, (954)981-8784 352470, M&M Donuts LLC, 13180 Livingston Rd., Naples, FL, (239)431-5625 352473, CHRISTINE DONUTS, INC., 13627 Beach Blvd., Jacksonville, FL, (904)423-0922 352474, Alisha & Pooja, LLC, 12709 Bartram Park Blvd., Jacksonville, FL, (904)900-1329 352476, MAC NARCOOSSEE, LLC, 7067 Narcoossee Rd., Orlando, FL, (407)630-6600 352519, HARI OM DONUT CORPORATION, 4801 Linton Blvd. A-9, Delray Beach, FL, (561)499-2242 352520, MAHESH FHB AT WTN, LLC, 9104 Forest Hill Blvd., Wellington, FL, (561)355-5245 352521, TURNPIKE DONUTS LLC, 8221 Lake Worth Rd., Lake Worth, FL, (561)557-1661 352522, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 14602 Sheridan St, Southwest Ranches, FL, (954)443-8015 352532, SSC352532, LLC, 3824 S Tuttle Ave, Sarasota, FL, (941)870-2837 352550, JOHNSON & JOHNSON, INC., 6458 US Hwy 129 Busy Bee Travel Plaza, Live Oak, FL, (386)487-9797 352560, CHICKASAW DONUTS, LLC, 2328 S Chickasaw Trl, Orlando, FL, (407)930-6631 352601, FT. PIERCE DONUTS LLC, 3302 Orange Ave, Fort Pierce, FL, (772)418-0977 352602, PSL DONUTS, LLC, 1998 N US Highway 1, Fort Pierce, FL, (772)595-9959 352612, PMG WAUCHULA LLC, 1042 S 6th Ave, Wauchula, FL, (863)448-4039 352644, WEST COLONIAL FOODS LLC, 8844 W Colonial Dr, Ocoee, FL, (407)293-0099 352659, PRAMUKHJI DONUT CORPORATION, 15280 Jog Rd., Delray Beach, FL, (561)637-1817 352681, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 2499 N University Dr, Sunrise, FL, (954)747-3503 352710, FLMS Emerson, LLC, 3270 Emerson St, Jacksonville, FL, (904)527-3921 352723, UMIYA MATAJI DONUT LLC, 347 Yamato Rd., Boca Raton, FL, (561)982-9693 352741, PMG LAKE PLACID LLC, 195 US 27 N, Lake Placid, FL, (863)531-3725 352810, ST. JOHN DONUTS LLC, 3820 Fay Blvd., Shell Gas, Cocoa, FL, (321)848-0991 352827, BAY DONUTS, LLC, 9991 Bay Pines Blvd., Saint Petersburg, FL, (727)398-6342 352884, SC&D West Tennessee, LLC, 1617 W Tennessee St, Tallahassee, FL, (850)597-8121 352891, SHERIDAN COFFEE, LLC, 16630 Sheridan St, Pembroke Pines, FL, (954)544-2815 352946, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 3951 Stirling Rd., Dania, FL, (954)842-3719 352952, PSL DONUTS, LLC, 15935 SW Warfield Blvd., Indiantown, FL, (772)248-2048 352958, DEVENDRA WT AT WTN, LLC, 13889 Wellington Trce, Wellington, FL, (561)249-1223 352963, Nova King, Inc., 7 Old Kings Rd. N, Palm Coast, FL, (386)446-9113 352969, FOREST HILL DONUTS, LLC, 1810 Forest Hill Blvd., Lake Clarke Shores, FL, (561)360-2591 352970, ROYAL DONUTS, LLC, 8010 W Sample Rd., Margate, FL, (954)752-4477 352973, E COMMERCIAL DONUTS, LLC, 751 E Commercial Blvd., Oakland Park, FL, (954)491-4340 352974, MARICAMP DONUTS, INC., 3015 Southeast Maricamp Rd., Ocala, FL, (352)512-9029 352986, SAHAJANAND DONUT LLC, 1465 S Congress Ave, Delray Beach, FL, (561)359-2771 352987, CANOPY OAKS DONUTS, INC., 8121 SW Highway 200, Ocala, FL, (352)237-1157 353001, PINE FOODS LLC, 2303 N Pine Ave, Ocala, FL, (352)368-2007 353039, Glades Donuts LLC, 390 9th St N, Naples, FL, (239)529-6606 353070, BELLEAIR DONUTS, LLC, 18419 US 19 N, Clearwater, FL, (727)240-4917 353075, SSC353075, LLC, 6100 Whiskey Creek Dr, Fort Myers, FL, (239)243-0549 353082, HOMESTEAD DONUTS LLC, 10 SE 1st Ave, Shell Gas, Florida City, FL, (305)245-8086 353093, MAC LONGWOOD 1792, LLC, 300 S US Highway 17-92, Longwood, FL, (407)636-6911 353094, MAC LEESBURG LAKE SQUARE, LLC, 10315 US Highway 441, Leesburg, FL, (352)323-8099 353096, Alisha & Pooja, LLC, 12453 Philips Hwy, Jacksonville, FL, (904)683-8481 353104, SHELDON DONUTS, LLC, 8809 W Waters Ave, Tampa, FL, (813)886-3500 353151, SSC353151, LLC, 1190 NW 62nd St, Miami, FL, (305)677-2290 353169, SSC353169, LLC, 6285 S Tamiami Trl, Sarasota, FL, (941)894-0578 353245, MAC BROWNWOOD, LLC, 2736 Brownwood Blvd., The Villages, FL, (352)689-2007 353246, GARDENS DONUTS, LLC, 4530 Donald Ross Rd., Palm Beach Gardens, FL, (561)625-5428 353303, PM BECKER LLC, 650 SE Becker Rd., Port Saint Lucie, FL, (772)807-2066 353307, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 5425 Lyons Rd. Shell, Coconut Creek, FL, (954)421-7409 353326, Minneola Donuts LLC, 915 N Highway 27, Minneola, FL, (352)243-1227 353335, KRITI ENTERPRISES, INC., 9406 S Suncoast Blvd., Homosassa, FL, (352)382-0732 353336, BELVEDERE DONUTS, LLC, 2050 Belvedere Rd., West Palm Beach, FL, (561)814-2166 353359, RDM Beach, LLC, 3430 University Blvd. S, Jacksonville, FL, (904)549-5832

534

353378, SHANKARPARVATI, LLC, 12658 S Military Trail, Boynton Beach, FL, N/A 353384, PMG ARCADIA LLC, 1329 E Oak St, Arcadia, FL, (863)494-1040 353392, JAI AMBE DONUT CORPORATION, 247 SE 6th Ave, Delray Beach, FL, (561)501-5804 353446, SANTOS DONUTS, INC., 588 S Alafaya Trl, Orlando, FL, (407)281-7080 353453, Sunrise 17 Retail, Inc., 2431 W Sunrise Blvd., Fort Lauderdale, FL, (954)203-8227 353469, 326 Donuts, Inc., 4410 NW CR 326, Ocala, FL, (352)620-0674 353470, 6TH STREET DONUTS, LLC, 110 SE 6th St, Fort Lauderdale, FL, (954)306-2349 353500, Universal Coffee and Donuts, LLC, 9924 Universal Blvd., Orlando, FL, (407)930-5680 353505, EDISON LEE DONUTS LLC, 8099 College Pkwy, Edison College, Fort Myers, FL, (239)349-4710 353520, DAMOULIS ENTERPRISES, INC, 715 W Main St, Inverness, FL, (352)419-4573 353521, KB DONUTS, INC., 1622 W Kennedy Blvd., Tampa, FL, (813)253-3322 353533, Rubiano Holdings, Inc., 15689 Southern Blvd., Loxahatchee, FL, (561)469-9337 353545, SSRM VB3 LLC, 19090 Bruce B Downs Blvd. Mobil, Tampa, FL, (813)971-6160 353550, SSRM 11, LLC, 861 E State Road 434, Winter Springs, FL, N/A 353555, SHREE HARI DONUT LLC, 16145 State Rd. 7, Delray Beach, FL, (561)498-0004 353556, Jensen Beach Donuts, LLC, 1917 NW Federal Hwy, Stuart, FL, (772)777-1372 353575, WESTSIDE KISSIMMEE DONUTS LLC, 8898 W Bronson Memorial Hwy, Kissimmee, FL, (407)477-7916 353576, Rima & Raj, LLC, 7908 Blanding Blvd., Jacksonville, FL, (904)253-3395 353591, MAC WEST COLONIAL, LLC, 5598 W Colonial Dr, Orlando, FL, (407)757-2751 353622, Dade City Donuts, LLC, 13149 US Highway 301, Dade City, FL, (352)437-3011 353637, POMPANO BEACH DONUTS, LLC, 250 E Sample Rd., Pompano Beach, FL, (954)943-4666 353653, SSP America, Inc., 1200 Red Cleveland Blvd., Sanford Int'l Airport, Sanford, FL, (407)585-4700 353662, MET DONUTS, LLC, 4479 W Irlo Bronson Mem Hwy, Kissimmee, FL, (407)507-1540 353664, DeBary Donuts, LLC, 54 N Charles R Beall Blvd., Debary, FL, (386)320-0443 353669, CHASE DONUTS, LLC, 300 E Atlantic Blvd., Pompano Beach, FL, (954)784-2784 353673, EAST HILLSBORO COFFEE LLC, 273 W Hillsboro Blvd., Deerfield Beach, FL, (954)531-0709 353701, SHREE GOPAL DONUT LLC, 6919 SW 18th St, Boca Raton, FL, (561)826-8059 353745, SSRM7, LLC, 3551 Dovera Dr, Oviedo, FL, (407)542-0824 353750, MR60 DONUTS, INC., 3307 E State Road 60, Valrico, FL, (813)381-3935 353793, International Coffee and Donuts, LLC, 11787 International Dr, Orlando, FL, (407)778-1554 353794, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 50 N University Dr, Pembroke Pines, FL, (954)983-7390 353797, PMA OKEECHOBEE LLC, 205 NE Park St, Okeechobee, FL, (863)623-4412 353806, SSRM3, LLC, 4020 Winter Garden Vineland Rd., Winter Garden, FL, (407)347-0685 353807, INDIAN RIVER DONUTS OSLO, LLC, 825 27th Ave, Vero Beach, FL, (772)564-7455 353809, Poinciana Donuts, LLC, 3745 Pleasant Hill Rd., Kissimmee, FL, (407)343-1277 353819, CONGRESS COFFEE, LLC, 3000 S Congress Ave, Boynton Beach, FL, (561)777-7155 353827, FLMS Lakeland, LLC, 3108 US Highway 98 N, Lakeland, FL, (863)688-9777 353852, SSC353852, LLC., 1301 S Sumter Blvd., North Port, FL, (941)240-0128 353855, THOMAS DRIVE DONUTS, LLC, 912 Thomas Dr, Panama City Beach, FL, (850)588-6552 353856, OAKLAND 18 RETAIL, INC., 3960 W Oakland Park Blvd., Lauderdale Lakes, FL, (954)816-9424 353867, VILA FRANCA DONUTS, LLC, 13135 US Highway 301 S, Riverview, FL, (813)672-6551 353871, KIMBERLEY DONUTS, LLC, 10450 Wiles Rd., Coral Springs, FL, (954)255-9642 353914, SHASTRIJI DONUT, LLC, 21200 Saint Andrews Blvd., Boca Raton, FL, (561)756-8503 353915, WEST SUNRISE DONUTS, LLC, 350 W Sunrise Blvd., Fort Lauderdale, FL, (954)395-8402 353921, Conroy Coffee and Donuts, LLC, 8014 Conroy Windermere Rd., Orlando, FL, (407)270-6370 353924, HOMESTEAD DONUTS LLC, 1814 Campbell Dr, Homestead, FL, (786)349-7501 353925, BEANTOWN DONUTS, LLC, 30323 US 19 N, Clearwater, FL, (727)754-7949 353971, CC PARKWAY DONUTS, LLC, 3720 Coconut Creek Pkwy, Coconut Creek, FL, (954)366-2103 353974, BEANTOWN DONUTS, LLC, 2663 E Lake Rd., Palm Harbor, FL, (727)785-3237 353982, SSC353982, LLC, 1715 Cape Coral Pkwy W, Cape Coral, FL, (239)471-4866 354026, DJH Enterprises, Inc., 3665 Clyde Morris Blvd., Port Orange, FL, (386)872-3386 354027, SSRM8 LLC, 5297 S Semoran Blvd., Orlando, FL, (407)930-0918 354029, LANDSTAR DONUTS LLC, 13458 Landstar Blvd., Orlando, FL, (407)233-4054 354039, 207 DONUTS, LLC, 2435 State Road 207, Saint Augustine, FL, N/A 354057, GULF BREEZE PARKWAY DONUTS LLC, 250 Gulf Breeze Pkwy, Gulf Breeze, FL, (850)677-8473 354090, MAC GOLDENROD, LLC, 4061 S Goldenrod Rd., Orlando, FL, (407)282-6060 354125, GHANSHYAM DONUT, LLC, 9060 Kimberly Blvd., Boca Raton, FL, (561)409-2321 354199, RED ROAD DONUTS, LLC, 3644 Red Rd., Miramar, FL, (954)378-7979 354240, BEACH PARKWAY DONUTS LLC, 22909 Panama City Beach Pkwy, Panama City Beach, FL, (850)200-0946 354247, VAN DYKE DONUTS LLC, 17691 Gunn Highway, Odessa, FL, (813)920-4460 354255, LUTZ DONUTS, LLC, 17514 US Highway 41, Lutz, FL, (813)501-4092 354316, SSRM 11, LLC, 2266 Ocoee Apopka Rd., Ocoee, FL, (407)814-3576 354356, Alisha & Pooja, LLC, 1711 Wells Rd., Orange Park, FL, (904)579-4486 354390, BAY BOULEVARD DONUTS LLC, 8419 US Highway 19, Port Richey, FL, (727)203-8916 354416, Jensen Beach Donuts, LLC, 1603 NE Jensen Beach Blvd., Jensen Beach, FL, (772)334-5536

535

354441, CHIPLEY DONUTS LLC, 1600 Main St, Chipley, FL, (850)676-4807 354484, Shell Donuts LLC, 3590 Cheney Highway, Titusville, FL, N/A 354486, MAC 1418 SEMORAN, LLC, 1418 N Semoran Blvd., Orlando, FL, (407)930-8891 354487, SSRM9, LLC, 6527 Old Brick Rd., Windermere, FL, N/A 354488, M&R DONUTS LLC, 1178 W Osceola Parkway, Kissimmee, FL, (407)201-2301 354489, ATLANTIC BOULEVARD DONUTS, INC., 12740 Atlantic Blvd., Jacksonville, FL, (904)423-1151 354508, SSC354508, LLC, 2983 Executive Dr, Venice, FL, (941)375-3771 354566, 49TH DONUTS, LLC, 8650 49th St N, Pinellas Park, FL, (727)440-6043 354581, ESTANCIA DONUTS, LLC, 1591 S John Young Parkway, Kissimmee, FL, (407)201-4039 354582, SSRM 12 LLC, 7032 S Kirkman Rd., Orlando, FL, N/A 354583, MAC CONWAY, LLC, 1627 Conway Rd., Orlando, FL, (407)720-3554 354584, MAC TAVARES, LLC, 451 S Duncan Dr, Tavares, FL, (352)609-2236 354588, Sousa Management, Inc., 2087 Palm Beach Lakes Blvd., West Palm Beach, FL, (561)318-7004 354589, SSC354589, LLC, 7330 NW 36th St, Miami, FL, (305)420-6137 354695, MAC BLUE HERON, LLC, 1655 W Fairbanks Ave, Winter Park, FL, (321)972-5683 354697, CROSSWATER DONUTS LLC, 641 Crosswater Pkwy, Ponte Vedra Beach, FL, N/A 354699, GRAPE DONUTS, LLC, 120 E 13th St, Saint Cloud, FL, N/A 354700, MAC NORTH ORANGE AVE, LLC, 486 N Orange Ave, Orlando, FL, (407)674-7385 354705, SSRM VB3 LLC, 865 W Mitchell Hammock Rd., Oviedo, FL, (407)542-8944 354713, SSC354713, LLC, 8951 Daniels Pkwy, Fort Myers, FL, (239)344-8699 354714, SSC354714, LLC, 20290 Grande Oak Shoppes Blvd., Estero, FL, (239)301-3784 354726, Stuart Donuts, LLC, 3130 SE Federal Hwy, Stuart, FL, (772)236-8109 354727, CAUSEWAY DONUTS, INC., 11210 Causeway Blvd., Brandon, FL, (813)530-4353 354749, SAWGRASS DONUTS, LLC, 12522 W Sunrise Blvd., Sunrise, FL, (754)206-3603 354751, Cafe Gordo, LLC, 171 S State Road 7, Royal Palm Beach, FL, (561)345-2956 354755, RACE TRACK ROAD DONUTS LLC, 2532 Racetrack Rd., Saint Johns, FL, (904)217-0054 354757, GRANDMA'S COFFEE LLC, 119 N Federal Hwy, Deerfield Beach, FL, (754)227-5198 354770, Compass Group USA, Inc., 10501 FGCU Blvd., S FGCU The Link, Fort Myers, FL, (239)745-4338 354815, SUNRISE EB 21 RETAIL, INC., 2760 W Sunrise Blvd., Fort Lauderdale, FL, (954)652-0208 354829, RDM BLOUNTSTOWN, LLC, 3001 W Tennessee St, Tallahassee, FL, (850)765-4233 354859, MAC SOUTH ORANGE AVE, LLC, 255 S Orange Ave, Orlando, FL, (407)613-5838 354867, BEANTOWN DONUTS, LLC, 11200 4th St N, Saint Petersburg, FL, (727)954-4522 354868, CITRUS DONUT ENTERPRISES, LLC, 2298 Seminole Blvd., Largo, FL, (727)953-3138 354918, NOBT Coffee and Donuts, LLC, 2385 N Orange Blossom Trl, Kissimmee, FL, N/A 354920, SSC354920, LLC, 10880 Biscayne Blvd., Miami, FL, (305)420-5624 354921, Sousa Management, Inc., 13501 South Shore Blvd., Wellington, FL, (561)766-2378 354938, MAC STEAKHOUSE, LLC, 801 Lee Rd., Orlando, FL, (407)622-1373 354971, HIMANSHU HRR AT BYB, LLC, 12343 Hagen Ranch Rd., Boynton Beach, FL, (561)413-5010 354976, 17 CAUSEWAY 20, INC., 817 SE 17th St, Fort Lauderdale, FL, (954)817-6292 354979, MARTIN DONUTS LLC, 3551 SW Martin Highway, Mobil Gas, Palm City, FL, (772)341-5033 354999, Crescent Donuts, Inc., 3872 US Highway 301 S, Riverview, FL, (813)443-9870 355005, SSRM Valencia, LLC, 1800 S Kirkman Rd,. Valencia College Library, Orlando, FL, N/A 355007, Sousa Management, Inc., 1921 Okeechobee Blvd., BP Gas, West Palm Beach, FL, (561)373-5825 355050, ROUTE 27 OCALA FOODS LLC, 4619 NW Blitchton Rd., Ocala, FL, (352)620-2729 355056, 15TH STREET DONUTS LLC, 3706 W Highway 98, Panama City, FL, (850)481-1392 355073, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 19801 NW 27th Ave, Miami Gardens, FL, (305)671-3790 355096, ST-RA, Inc., 9322 State Road 52, Hudson, FL, (727)378-4079 355097, BEANTOWN DONUTS, LLC, 13260 State Road 54, Odessa, FL, (813)920-6621 355106, COURTHOUSE DONUTS LLC, 9995 Tamiami Trail E, Naples, FL, (239)316-4384 355168, Nova King, Inc., 1173 W Intl Speedway Blvd., Daytona Beach, FL, (386)947-7238 355211, WAL-DONUTS SEBRING, LLC, 3525 US Highway 27 N Wal-Mart, Sebring, FL, (863)314-9344 355265, INDIALANTIC DONUTS LLC, 1220 N Highway A1A, Indialantic, FL, (321)327-8821 355267, WGV DONUTS LLC, 180 Capulet Dr, Saint Augustine, FL, (904)547-2548 355268, PREM & ALAINA, LLC, 9218 S State Rd. 228, Macclenny, FL, (904)259-5747 355272, BEANTOWN DONUTS, LLC, 17852 Aprile Dr, Lutz, FL, (813)591-2242 355274, SSRM7, LLC, 16313 New Independence Pkwy,Wal*Mart, Winter Garden, FL, N/A 355278, SSC355278, LLC, 6710 Main St, Miami Lakes, FL, (305)602-0388 355311, FLMS Davenport, LLC, 43450 Highway 27, Davenport, FL, (863)547-6210 355358, Shivshakti Coffee LLC, 6014 S Military Trail, Lake Worth, FL, N/A 355403, SSRM6, LLC, 250 Sand Lake Rd., Orlando, FL, N/A 355404, MAC SOUTH ORANGE AVE, LLC, 9985 Tagore Pl, Orlando, FL, (407)203-2844 355417, TOTALE DONUTS LLC, 4307 Calienta St, Hernando Beach, FL, N/A 355429, Bayside Donuts LLC, 3490 Bayside Lakes Blvd. SE, Palm Bay, FL, (321)914-4071 355449, SSC355449, LLC, 13140 S Tamiami Trail, Wal*Mart, Osprey, FL, (941)375-3802 355454, CASINO DONUTS LLC, 3345 Radio Rd., Naples, FL, (239)919-3347

536

355480, RDM W. PENSACOLA, LLC, 1955 W Pensacola St, Tallahassee, FL, (850)765-5132 355482, SSC355482, LLC, 940 SW 1st Ave, Miami, FL, (305)420-6526 355526, RDM APALACHEE, LLC, 3098 Apalachee Parkway, Tallahassee, FL, (850)999-8525 355536, MAC LM II, LLC, 222 Wheelhouse Ln, Lake Mary, FL, (407)549-2556 355539, INDIAN RIVER DONUTS GRAND HARBOR, LLC, 5245 US Highway 1, Vero Beach, FL, (772)794-9293 355543, COCOA DONUTS 1 LLC, 695 North Atlantic Ave, Cocoa Beach, FL, (321)613-0044 355611, PM PRIMA VISTA LLC, 8763 SE Bridge Rd., Hobe Sound, FL, (561)401-2470 355613, MAC LM II, LLC, 838 E State Road 44, Wildwood, FL, (352)748-2335 355659, PREM & ALAINA, LLC, 631 S Walnut St, Starke, FL, (904)964-2061 355660, PINES 19, INC., 13700 Pines Blvd., BJs Wholesale Club, Pembroke Pines, FL, (954)652-0208 355709, TYRONE DONUTS, LLC, 1100 Tyrone Blvd. N, Saint Petersburg, FL, (727)440-6556 355718, SSC355718, LLC, 3426 Forum Blvd., Fort Myers, FL, (239)202-2059 355725, ZEPHYRHILLS DONUTS LLC, 36643 State Rd. 54, Zephyrhills, FL, (813)602-8910 355750, N. Davis Highway Donuts, LLC, 8039 N Davis Highway, Pensacola, FL, (850)435-4660 355771, Button Donuts LLC, 3098 S Jog Rd., Greenacres, FL, N/A 355783, CFE DONUTS, LLC, 10455 County Line Rd., Spring Hill, FL, (352)340-4743 355840, SSRM BC 1, LLC, 3430 Garden St, Titusville, FL, N/A 355869, SSRM VB3 LLC, 28385 State Road 54, Wesley Chapel, FL, (813)991-1221 355870, 192 DONUTS, LLC, 2388 E Irlo Bronson Memorial Hwy, Kissimmee, FL, (321)697-3737 355891, Racetrack Donuts LLC, 4525 W New Haven Ave, Melbourne, FL, (321)831-3497 355910, SSRM BC 2, LLC, 2440 S Washington Ave, Titusville, FL, N/A 355935, TAMPA SPORTSERVICE, INC., 401 Channelside Dr, Tampa, FL, (813)301-6500 355946, AL-KARIM DONUTS II, LLC, 5100 NW 9th Ave, BJs Wholesale Club, Fort Lauderdale, FL, (954)510-6505 355957, PMA Belle Glade, LLC, 1400 S Main St, Belle Glade, FL, (772)332-0499 356016, JUSTIN & JACE, LLC, 1362 Commercial Way, Spring Hill, FL, (352)701-1348 356027, INDIAN RIVER DONUTS HIGHLANDS, LLC, 2065 US Highway 1 Citgo, Vero Beach, FL, (772)569-3134 356034, LOL DONUTS, LLC, 7044 Land O Lakes Blvd., Land O Lakes, FL, (813)575-8603 356038, 911 Donuts, Inc., 911 N Dale Mabry Highway, Tampa, FL, (813)350-4899 356062, RIVERCREST DONUTS INC., 11404 S US Hwy 301, Riverview, FL, (813)4430232 356089, LMC DONUTS, LLC, 201 14th St SW, Largo, FL, (727)233-4488 356095, NICHOLAS DONUTS LLC, 58 Nicholas Parkway, Cape Coral, FL, N/A 356144, BUSCH DONUTS LLC, 2086 W Busch Blvd., Tampa, FL, (813)513-3733 356147, ROYAL PALM BEACH DONUTS LLC, 500 N State Rd 7, BJs Wholesale Club, Royal Palm Beach, FL, (561)408-5900 356157, BJ Hollywood Donuts, LLC, 4000 Oakwood Blvd,. BJs Wholesale Club, Hollywood, FL, (954)378-7982 356158, SOUTHEAST ENTERPRISE HOLDINGS, LLC, 8005 NW 95th St, Hialeah Gardens, FL, (954)908-1395 356176, UNIVERSITY NB 12 RETAIL, INC., 1799 N University Dr, Pembroke Pines, FL, (954)453-7012 356186, Countryway Donuts, LLC, 12181 W Hillsborough Ave, Tampa, FL, (813)448-2186 356193, 40th Street North Donuts, LLC, 3920 Ulmerton Rd., Clearwater, FL, (727)440-6739 356204, PA BETHESDA EAST LLC, 2815 S Seacrest Blvd., Bethesda Hospital, Boynton Beach, FL, (561)523-1915 356207, FAIRVIEW DONUTS LLC, 4279 Palm Beach Blvd., Fort Myers, FL, N/A 356291, BJ DONUTS LLC, 16200 SW 88th St, BJs Wholesale Club, Miami, FL, N/A 356295, BJ DONUTS LLC, 650 SE 8th St, BJs Wholesale Club, Homestead, FL, (786)349-7298 356308, NOVA KING 1190 LLC, 1100 Cornerstone Blvd., Daytona Beach, FL, (386)492-3801 356309, BJ DONUTS LLC, 4150 NW Federal Hwy, BJs Wholsale Club, Jensen Beach, FL, N/A 356310, BJ DONUTS LLC, 10425 Marlin Rd. ,BJs Wholesale Club, Cutler Bay, FL, N/A 356318, BJ DONUTS LLC, 7007 SW 117th Ave, BJs Wholesale Club, Miami, FL, N/A 356334, BJ DONUTS LLC, 7050 Coral Way, BJs Wholesale Club, Miami, FL, N/A 356335, BOYNTON BEACH DONUTS LLC, 1540 W Boynton Beach Blvd., Boynton Beach, FL, (561)810-3000 356336, BJ DONUTS LLC, 17250 NW 57th Ave BJs Wholesale Club, Hialeah, FL, N/A 356339, P A C Donuts, Inc., 10360 E Colonial Dr, Orlando, FL, (407)737-3322 356340, 365 DONUTS, INC., 620 Riverside Dr, BJ's Wholesale Club, Coral Springs, FL, (954)410-7087 356341, DREW STREET DONUTS, LLC, 1749 Drew St, Clearwater, FL, (727)316-6909 356352, PINES 19, INC., 5901 Hillsboro Blvd., BJs Wholesale Club, Parkland, FL, (954)529-6766 356375, SSRM BC 3 LLC, 3267 S Babcock St, Melbourne, FL, N/A 356387, SSRM BC 1, LLC, 7950 US Highway 1, Micco, FL, N/A 356394, RADIANT F&B, LLC, 7210 E Hillsborough Ave, Tampa, FL, (813)442-4914 356427, PREM & ALAINA, LLC, 7818 Normandy Blvd., Jacksonville, FL, (904)379-7986 356503, SSRM BC 1, LLC, 515 W King St, Cocoa, FL, N/A 356504, Rubiano Holdings, Inc., 4607 N Australian Ave, West Palm Beach, FL, (561)249-0360 356564, Bryan Donuts LLC, 8150 Bryan Dairy Rd., Pinellas Park, FL, (727)273-0307 356588, SSRM BC 1, LLC, 2681 Clearlake Rd., Cocoa, FL, N/A 356620, PINE FOREST DONUTS, LLC, 9225 Pine Forest Rd., Pensacola, FL, (850)332-1538 356630, Highland Avenue Donuts, LLC, 1831 N Highland Ave, Clearwater, FL, (727)279-2756 356657, Alafaya Donuts, Inc., 12190 Lake Underhill Rd., BJs Wholesale Club, Orlando, FL, N/A 356663, PROGRESS DONUTS, INC., 9020 Progress Blvd., Riverview, FL, (813)231-4884

537

356664, SSRM VB1, LLC, 4415 34th St W, Bradenton, FL, (941)896-6293 356699, TOWER DONUTS, LLC, 2577 S Highway 27, BJs Wholesale Club, Clermont, FL, (407)625-8510 356815, TOTALE DONUTS LLC, 4275 Mariner Blvd., Spring Hill, FL, (352)556-4885 356861, SSC356861, LLC, 850 Ives Dairy Rd., Miami, FL, (305)420-5924 356863, SSC356863, LLC, 9545 NE 2nd Ave, Miami Shores, FL, (305)420-5641 356893, INDIAN RIVER DONUTS OF VERO BEACH SQUARE, LLC, 5135 20th St, Vero Beach, FL, (772)770-0830 356905, Haverhill Donuts, Inc., 4065 N Haverhill Rd., West Palm Beach, FL, (561)686-2438 356914, SSC356914, LLC, 13101 Paul J Doherty Pkwy, Fort Myers, FL, (239)288-0490 356951, SSRM WEST1, LLC, 7605 W Newberry Rd., Gainesville, FL, (352)224-5518 356995, SSRM BC 2, LLC, 4200 West King Street, Cocoa, FL, N/A 357008, SHORES DONUTS LLC, 890 Santa Maria Blvd., St Augustine, FL, (904)547-2488 357022, SSRM VC1, LLC, 2450 S. Ridgewood Ave, South Daytona, FL, N/A 357023, Rubiano Holdings, Inc., 722 US Highway 1, Tequesta, FL, (561)250-6821 357064, EPOCH DEVELOPMENT, LLC, 4951 Calypso Cay Way, Kissimmee, FL, (407)479-6539 357070, SIXTH AVE LAKE WORTH, LLC, 611 S Dixie Highway, Lake Worth, FL, (561)328-7387 357217, SSC357217, LLC, 3400 NW 79th St, Miami, FL, (305)677-2024 357290, SSRM VB 2, LLC, 7942 North Tamiami Trail, Sarasota, FL, (941)500-1101 357348, Metz Culinary Management, Inc., 1 Air Terminal Parkway, Orlando Melbourne Airport, Melbourne, FL, (321)231-7830 357372, WELLSWOOD DONUTS, INC., 2300 W Hillsborough Ave, Tampa, FL, (813)350-4048 357390, SSRM VB3 LLC, 11015 E State Road 64, Bradenton, FL, (941)747-2618 357401, Deltona Ventures, LLC, 499 Howland Blvd., Deltona, FL, (407)320-0705 357496, SIX MILE DONUTS LLC, 5611 Six Mile Commercial Ct, Fort Myers, FL, (239)245-8568 357505, PREM & ALAINA, LLC, 3631 Blanding Blvd., Jacksonville, FL, (904)524-8940 357513, COLONIAL DONUTS LLC, 3301 Colonial Blvd., Fort Myers, FL, N/A 357515, SSRM4, LLC, 3011 Cathy St & South John Young, Orlando, FL, N/A 357547, JOHNSON & JOHNSON, INC., 3269 US Highway 441 S, Lake City, FL, (386)487-2750 357565, EAST PALATKA DONUTS LLC, 218 S US Highway 17, East Palatka, FL, N/A 357685, JOHNSON & JOHNSON, INC., 363 E Base St, Madison, FL, (850)973-2660 357789, SSRM WEST1, LLC, 14143 S US Highway 441, Lake City, FL, (386)319-7903 357821, SSRM4, LLC, 346 Shinn Blvd., Lake Alfred, FL, N/A 357997, BRADLEY PAUL DONUTS, LLC, 9531 Commercial Way, Weeki Wachee, FL, (352)606-2223 358079, SSRM4, LLC, 5125 S Orange Blossom Trail, Kissimmee, FL, N/A 358103, Pilot Corporation, 3515 Zoo Pkwy Pilot Jacksonville, Jacksonville, FL, N/A 358254, SSRM VB3 LLC, 2060 Hwy 540A E, Lakeland, FL, N/A 358302, SSRM4, LLC, 2435 Old Canoe Creek Rd., Saint Cloud, FL, N/A 358320, JACKSONVILLE SPORTSERVICE, INC., 1430 E Adams St ,TIAA Stadium, Jacksonville, FL, N/A 358404, Spring Garden Donuts, Inc, 140 S Spring Garden Ave, DeLand, FL, (386)873-2834 358446, SSRM VB1, LLC, 4015 1st St E, Bradenton, FL, (941)243-3881 358503, SSRM VB, LLC, 8425 Lorraine Rd., Lakewood Ranch, FL, (941)500-1185 358651, Pilot Travel Centers LLC, 3051 State Road 60, Okeechobee, FL, (407)436-1224 358770, ELPX Limited Liability Company, Mayport Naval Station Maine St, Jacksonville, FL, (904)619-3448 358785, SSRM VB3 LLC, 410 N Terry Creative Village, Orlando, FL, N/A 359007, SSRM WEST 2 LLC, Suite 150, Gainesville, FL, (352)371-0125 359018, FOREST LAKES DONUTS, LLC, 3801 Tampa Rd., Oldsmar, FL, (727)308-5922 359038, PREM & ALAINA, LLC, 101 W Walker Dr, Keystone Heights, FL, (352)478-8744 359300, Pilot Travel Centers LLC, 33333 Blue Star Highway, Midway, FL, (850)576-3200 359310, Faber, Coe & Gregg of Florida, Inc., 1701 Florida 85, Eglin Air Force Base, FL, (850)576-3200 359332, Faber, Coe & Gregg of Florida, Inc., 1702 Florida 85, Eglin Air Force Base, FL, (850)576-3200 359586, Legends Hospitality, LLC, 4201 N Dale Mabry Highway, Tampa, FL, N/A Georgia 300577, 6060 Roswell Donuts Holdings, LLC, 6060 Roswell Rd. NE, Sandy Springs, GA, (404)257-1518 301667, Northridge Donuts Holdings, LLC, 8290 Roswell Rd., Atlanta, GA, (770)641-9581 302227, 302227 COFFEE CAFE, LLC, 5345 Jimmy Carter Blvd., Norcross, GA, (770)449-4442 302653, Stockbridge Foods LLC, 5410 N Henry Blvd., Stockbridge, GA, (770)507-1852 302835, Feng Fong Enterprise, Inc., 9476 Highway 5, Douglasville, GA, (770)949-3499 302848, Druid Hills Donuts Holdings, L.L.C., 2827 N. Druid Hills Rd. NE, Atlanta, GA, (404)634-9785 302918, Holcomb Bridge Donuts Holdings, LLC, 775 Holcomb Bridge Rd., Roswell, GA, (770)993-5800 302925, 302925 COFFEE CAFE, LLC, 3300 S. Cobb Dr, Smyrna, GA, (770)436-6350 304033, S.N. Lee, Inc., 3935 Lavista Rd., Tucker, GA, (770)934-3359 304680, Spalding Donuts Holdings, LLC, 4009 Holcomb Bridge Rd., Norcross, GA, (770)242-4046 304875, Mount Vernon Donuts Holdings, LLC, 1594 Mount Vernon Rd., Dunwoody, GA, (678)587-9895 304917, BC 129 NGS, LLC., 129 N Glynn St, Fayetteville, GA, (770)461-1360 306008, KNS Investment, Inc., 4040 Peachtree Rd. NE, Atlanta, GA, (404)869-9244 310088, Golden Donuts, LLC, 675 W Peachtree St NW, Atlanta, GA, (404)817-8059

538

310092, Noorani Investment, L.L.C., 98 Forsyth St Nw, Atlanta, GA, (404)681-1100 310096, Awale Investments, Inc., 4311 Bells Ferry Rd. Ste A, Kennesaw, GA, (770)926-3933 310098, BC 228 EPS, LLC., 228 Peachtree E Shopping Ctr, Peachtree City, GA, (770)487-5070 310277, Golden Donuts, LLC, 1302 Ralph David Abernathy Blv, Atlanta, GA, (404)753-2013 310296, Golden Donuts, LLC, 2855 Lawrenceville Suwanee Rd., Suwanee, GA, (770)932-7707 310298, BC 1010 H34E, LLC, 1010 Highway 34 E, Newnan, GA, (770)253-9690 330026, Family Donuts 2011, Inc., 6622 Tara Blvd., Jonesboro, GA, (770)968-7306 330454, Manchester Foods LLC, 2621 Manchester Expy, Columbus, GA, (706)323-8000 330704, Golden Donuts, LLC, 303 Peachtree St, Atlanta, GA, (404)589-1122 331152, Golden Donuts, LLC, 2115 E. Main St, Snellville, GA, (678)344-3567 331517, Hiram Bakery Incorporation, 4470 Jimmy Lee Smith Pkwy, Hiram, GA, (678)567-0630 332379, Old Milton Donuts Holdings, LLC, 3630 Old Milton Pkwy, Alpharetta, GA, (770)410-5891 334774, Highway 9 Donuts Holdings, LLC, 11706 Alpharetta Hwy, Roswell, GA, (770)664-8817 335522, Golden Donuts, LLC, 190 Marietta St, Atlanta, GA, (404)589-1122 339735, BC 7804 SR, LLC., 7804 Senoia Rd., Fairburn, GA, (770)774-0318 340436, Macon Donuts & Coffee, Inc., 938 Buford Dr, Lawrenceville, GA, (678)407-2111 344356, Diya Operating, Inc., 866 GA Hwy 96, Warner Robins, GA, (478)988-0377 344458, BC 1407 H20W, LLC., 1407 Hwy 20 W, McDonough, GA, (770)957-5729 345213, Golden Donuts, LLC, 4943 Sugarloaf Pkwy, Lawrenceville, GA, (770)962-7455 345539, 345539 COFFEE CAFE, LLC, 1300 Indian Trail Rd., Norcross, GA, (770)279-0062 345546, Holcomb 2 Donuts Holdings, LLC, 1590 Holcomb Bridge Rd., Roswell, GA, (770)992-7950 345878, 345878 COFFEE CAFE, LLC, 1610 Ridenour Blvd. NW, Kennesaw, GA, (770)514-9095 346880, Golden Donuts, LLC, 5626 Fulton Industrial Blvd., Atlanta, GA, (404)344-4157 347021, Lower Roswell Donuts Holdings, LLC, 611 Johnson Ferry Rd., Marietta, GA, (770)971-1710 347022, 347022 Coffee Cafe, LLC, 2022 Powers Ferry Rd., Atlanta, GA, (770)859-2954 347077, Pilot Travel Centers LLC, 2995 Highway 36 W, Jackson, GA, (770)504-9206 347188, Pilot Travel Centers LLC, 2111 US Hwy 41 NE, Calhoun, GA, (706)625-5580 347189, Pilot Travel Centers LLC, 3460 Madison Hwy, Valdosta, GA, (229)293-0388 347403, Pilot Travel Centers LLC, 95 Liberty Rd., Villa Rica, GA, (770)456-9941 347757, Pilot Travel Centers LLC, 11156 Highway 106, Carnesville, GA, (706)384-3084 347776, Pilot Travel Centers LLC, 1376 Scrubby Bluff Rd., Kingsland, GA, (912)576-7858 348449, East Piedmont Donuts Holdings, LLC, 980 E Piedmont Rd., Marietta, GA, (770)971-8360 348469, Paradies-Atlanta, LLC, 6000 N Terminal Pkwy ATL, Atlanta, GA, (404)761-1535 348544, 348544 Coffee Cafe, LLC, Georgia Institute of Tech, 350 Ferst Dr NW, Atlanta, GA, (404)894-9560 348836, Bluemont Group, LLC, 589 Battlefield Pkwy, Fort Oglethorpe, GA, (706)956-8247 349086, 349086 COFFEE CAFE, LLC, 3139 Cobb Pkwy NW, Kennesaw, GA, (770)974-9717 349169, U DONUTS, LLC, 5921 Ogeechee Rd., Savannah, GA, (912)712-3702 349338, Oakwood Donuts Holdings, LLC, 3629 Mundy Mill Rd., Oakwood, GA, (678)971-4160 349401, 349401 Georgia Donuts, LLC, 4100 Jiles Rd. NW, Kennesaw, GA, (678)275-2187 349708, U DONUTS, LLC, 541 W Oglethorpe Hwy, Hinesville, GA, (912)332-7626 349924, Dahlonega Donuts Holdings, LLC, 25 Morrison Moore Pkwy, Dahlonega, GA, (706)864-7446 349925, YELLOW MOUNTAIN, LLC, 1202 S Park St, Carrollton, GA, (770)214-8233 349930, Golden Donuts, LLC, 845 Scenic Hwy Bldg E, Lawrenceville, GA, (470)545-4245 349992, BC 307 HWY 74 LLC, 307 Highway 74 N, Peachtree City, GA, (678)489-4004 349997, Jones-Stark Properties, LLC, 2755 Highway 155, Locust Grove, GA, (678)432-2235 350060, Army & Air Force Exchange Service, 982 Macon St, Robins Air Force Base, Warner Robins, GA, (478)929-0690 350148, Khaliya & Brothers, Inc., 3068 Panola Rd., Lithonia, GA, (770)987-7817 350245, Gainesville Donuts Holdings, LLC, 504 Queen City Pkwy, Gainesville, GA, (678)971-5020 350278, WHEELER DONUTS LLC, 3668 Wheeler Rd., Augusta, GA, (706)922-9555 350336, Dawsonville Donuts Holdings, LLC, 11 Donut Dr, Dawsonville, GA, (706)265-1046 350437, 350437 Coffee Cafe, LLC, 1841 Piedmont Ave NE, Atlanta, GA, (404)685-1386 350439, BC 6060 ONH LLC, 6060 Old National Hwy, Atlanta, GA, (470)878-5866 350506, Howell Mill Donuts Holdings, LLC, 1766 Howell Mill Rd. NW, Atlanta, GA, (404)351-0775 350554, Awale Investments, Inc., 3640 Marietta Hwy, Canton, GA, (770)345-4433 350603, Elijay Donuts Holdings, LLC, 600 Howard Simmons Rd., Ellijay, GA, (706)636-3865 350677, Rome Bakery Incorporated, 12 Shorter Ave NW, Rome, GA, (706)232-6630 350736, YELLOW MOUNTAIN, LLC, 101 Gentilly Blvd., Cartersville, GA, (770)382-0382 350745, Peachtree Pkwy Donuts Holdings, LLC, 521 Peachtree Pkwy, Cumming, GA, (470)239-7718 350824, Lindbergh Donuts Holdings, LLC, 2444 Piedmont Rd. NE, Atlanta, GA, (404)343-1985 350852, OHM NISH SERVICES LLC, 7810 McGinnis Ferry Rd., Suwanee, GA, (678)584-1805 350951, Blueridge Donuts Holdings, LLC, 8200 Appalachian Hwy, Mineral Bluff, GA, (706)900-1515 350953, Jones-Stark Properties, LLC, 4841 Bill Gardner Pkwy, Locust Grove, GA, (770)898-2899 350997, U DONUTS, LLC, 7201 GA Highway 21, Port Wentworth, GA, (912)349-7882 351158, Jones-Stark Properties, LLC, 2062 Highway 155 N Valero, McDonough, GA, (678)583-6452 351171, YELLOW MOUNTAIN, LLC, 4928 S Cobb Dr SE, Smyrna, GA, (770)433-8033

539

351179, McFarland Donuts Holdings, LLC, 6020 Atlanta Hwy, Alpharetta, GA, (678)393-5146 351692, Spring Street Donuts Holdings, LLC, 610 Spring St, Atlanta, GA, (404)532-0046 351894, YELLOW MOUNTAIN, LLC, 2340 Windy Hill Rd. SE, Marietta, GA, (770)859-2000 351984, Jones-Stark Properties, LLC, 604 Elbert St, Elberton, GA, (706)213-2398 352025, Highway 53 Foods LLC, 675 Highway 53 E, Calhoun, GA, (706)602-2242 352171, Ahad Enterprise, Inc., 2555 Wesley Chapel Rd., Decatur, GA, (404)500-1114 352422, Peach Orchard Donuts LLC, 2930 Peach Orchard Rd., Augusta, GA, (706)303-4979 352471, 352471 COFFEE CAFE, LLC, 1300 W Corporate Ct, Lithia Springs, GA, (678)945-7919 352489, MMM FAMILY 2014 INC, 3154 Lawrenceville Suwanee Rd., Suwanee, GA, (770)932-2933 352523, The Grove, Inc., 6000 N Terminal Pkwy, Hartsfield Jackson ATL Airport, Atlanta, GA, (404)684-6999 352605, Jones-Stark Properties, LLC, 898 Highway 81 E, McDonough, GA, (770)892-0237 352641, QSR MACON, LLC, 860 Forsyth St, Macon, GA, (478)621-4555 352697, RDM Sailfish LLC, 311 W Oglethorpe Blvd., Albany, GA, (229)496-1150 352766, Oconee County Doughboys, LLC, 300 Exchange Blvd., Bethlehem, GA, (678)425-9175 352863, 352863 Coffee Cafe, LLC, 2001 Pleasant Hill Rd., Duluth, GA, (770)558-2135 352998, QSR GRAY HWY, LLC, 1068 Gray Hwy, Macon, GA, (478)621-7080 353148, Army & Air Force Exchange Service, 350 Ingersoll St, Fort Benning PX, Fort Benning, GA, (706)689-3672 353213, SANDY PLAINS DONUTS HOLDINGS, LLC, 4691 Woodstock Rd., Roswell, GA, (770)518-3392 353268, Acworth Bakery Incorporation, 130 Northpoint Pkwy, Acworth, GA, (678)503-8388 353489, Duluth Donuts Holdings, LLC, 3185 Buford Hwy, Duluth, GA, (770)476-7269 353498, Canton Donuts Holdings, LLC, 121 Marietta Hwy, Canton, GA, (678)880-7002 353523, 141 Donuts Holdings, LLC, 11250 Medlock Bridge Rd., Johns Creek, GA, (770)622-3958 353605, 353605 Georgia Donuts, LLC, 4443 Wade Green Rd. NW, Kennesaw, GA, (770)218-0909 353751, Jones-Stark Properties, LLC, 2083 Crowell Rd. N, Covington, GA, (770)722-1938 353890, Oconee County Doughboys, LLC, 152 Martin Luther King Jr Blvd., Monroe, GA, (678)635-5437 353902, Shallowford Donuts Holdings, LLC, 2378 Shallowford Rd., Marietta, GA, (770)591-9906 353927, 353927 Coffee Cafe, LLC, 551 W Pike St, Lawrenceville, GA, (770)962-8822 354102, KAVO Foods, LLC, 4941 S Old Peachtree Rd., Peachtree Corners, GA, (770)272-5004 354235, RDM DAWSON ROAD, LLC, 2409 Dawson Rd., Albany, GA, (229)496-1210 354365, 354365 Coffee Cafe, LLC, 557 Dacula Rd., Dacula, GA, (770)338-4007 354379, 354379 Coffee Cafe, LLC, 3687 Buford Dr., Buford, GA, (678)714-2489 354408, 354408 Coffee Cafe, LLC, 836 Veterans Memorial Hwy SE, Mableton, GA, (770)739-7667 354417, Walton Way Donuts LLC, 1640 Walton Way, Augusta, GA, (706)922-7741 354435, Jones-Stark Properties, LLC, 171 N Lee St, Forsyth, GA, (678)544-9611 354525, K S DONUTS, INC., 5910 Jimmy Carter Blvd., Norcross, GA, (770)613-4111 354610, 354610 COFFEE CAFE, LLC, 5872 Buford Highway NE, Doraville, GA, N/A 354612, 354612 Coffee Cafe, LLC, 15 Grayson New Hope Rd., Grayson, GA, (678)376-8343 354637, North Peachtree Donuts Holdings, LLC, 4368 N Peachtree Rd., Dunwoody, GA, (770)936-8665 354662, Atlanta Airport Concessions, LLC, 6000 N Terminal Pkwy, ATL Airport, Atlanta, GA, N/A 354729, Jones-Stark Properties, LLC, 16 Bracketts Way, Blairsville, GA, (706)835-1429 354752, Exit 17 Donuts Holdings, LLC, 3275 Keith Bridge Rd., Cumming, GA, (770)886-6456 354772, RDM Veterans, LLC, 6053 Veterans Pkwy, Columbus, GA, (706)221-2338 354777, BELAIR DONUTS, LLC, 315 S Belair Rd., Martinez, GA, (706)305-9009 354841, BC HB LLC, 1537 Hudson Bridge Rd., Stockbridge, GA, (678)565-6756 355013, 355013 COFFEE CAFE, LLC, 8879 Dallas Acworth Hwy, Dallas, GA, (770)975-0682 355071, 355071 COFFEE CAFE, LLC, 223 James P Brawley Dr, SW Clark Atlanta Univ., Atlanta, GA, (404)810-0010 355280, Thompson Bridge Donuts Holdings, LLC, 1191 Thompson Bridge Rd., Gainesville, GA, (470)892-6035 355296, BC JR LLC, 1470 Jonesboro Rd., McDonough, GA, (678)565-4218 355328, Guzaratti, LLC, 3669 Powers Ferry Rd., Atlanta, GA, N/A 355357, The WWZK Group, LLC, 41 E May St, Winder, GA, (678)963-0139 355439, 355439 Coffee Cafe, LLC, 2512 Blackmon Dr, Decatur, GA, (678)263-3339 355610, Pooler Donuts LLC, 103 Park Ave, Pooler, GA, N/A 355633, Jones-Stark Properties, LLC, 6550 Highway 42, Rex, GA, (678)284-9251 355634, AWALE INVESTMENTS FIVE, INC., 2249 Cumming Highway, Canton, GA, (470)863-5415 355697, DeRenne Donuts LLC, 105 E DeRenne Ave, Savannah, GA, (912)231-3253 355732, 355732 GEORGIA DONUTS, LLC, 4100 Macland Rd., Powder Springs, GA, (678)540-8155 355916, Chamblee Tucker Donuts Holdings, LLC, 3530 Chamblee Tucker Rd., Atlanta, GA, (770)496-0436 355977, AWALE INVESTMENTS SIX, INC., 751 Noah Dr, Jasper, GA, (706)253-6688 356177, McFarland East Donuts Holdings, LLC, 1610 Oak Farm Dr, Alpharetta, GA, (470)539-4022 356199, 17th street Donuts Holdings, LLC, 530 17th St NW, Atlanta, GA, (404)685-3146 356296, 356296 GEORGIA DONUTS, LLC, 2462 Kennesaw Due West Rd. NW, Kennesaw, GA, (678)996-4150 356407, The WWZK Group, LLC, 1880 Epps Bridge Parkway, Athens, GA, (706)546-1635 356480, GWR GEORGIA PROPERTY OWNER LLC, 150 Tom Hall Pkwy, Great Wolf Lodge, LaGrange, GA, (706)837-9653 356563, Grovetown Donuts, LLC, 417 Lewiston Rd., Grovetown, GA, N/A 356627, Awale Investments Seven, Inc., 180 Vince Merolla Dr, Canton, GA, (770)224-6168

540

356801, Jones-Stark Properties, LLC, 10055 Eagle Dr, Covington, GA, (470)327-1581 357336, CHATHAM DONUTS LLC, 4333 Ogeechee Rd., Savannah, GA, (912)777-4907 357381, Martinez Donuts, LLC, 498 Furys Ferry Rd., Martinez, GA, (706)755-6842 357384, AWALE INVESTMENTS EIGHT, INC., 6110 Hickory Flat Hwy, Canton, GA, (770)224-6355 357679, Bluemont Group, LLC, 300 Smith Industrial Blvd., Dalton, GA, (706)229-9770 357775, KAYLEE DONUTS, INC., 147 Northside Dr E, Statesboro, GA, (912)259-9158 357871, Russell QSR LLC, 825 Russell Pkwy, Warner Robins, GA, (478)449-1749 357913, Platinum Donuts, LLC, 30 Moreland Ave SE, Atlanta, GA, (470)698-2097 358013, 358013 GEORGIA DONUTS, LLC, 4395 Acworth Dallas Rd., Acworth, GA, (770)675-3774 358088, Jones-Stark Properties, LLC, 2781 Highway 16 W, Jackson, GA, (470)928-2303 358325, The WWZK Group, LLC, 935 Highway 29 N, Athens, GA, (706)548-6338 358416, West Georgia Cafe II, Inc., 7001 Concourse Pkwy,Wal*mart, Douglasville, GA, (770)949-3499 358487, JESUP DONUTS LLC, 151 S 1st St, Jesup, GA, (912)385-2456 358579, 358579 Georgia Donuts, LLC, 4803 Golden Parkway, Buford, GA, (470)350-4151 358663, Awale Investments Nine, Inc., 600 Claremore Professional Way, Woodstock, GA, (770)928-2913 358863, BC 1097 NH19, LLC, 1097 Highway 19 N, Thomaston, GA, (706)647-4780 359140, Downtown Cumming Donuts Holdings, LLC, 116 Canton Rd., Cumming, GA, (770)844-1601 359451, Flying J Donuts Holdings LLC, 4855 Maysville Rd., Commerce, GA, (706)423-0039 Hawaii 356067, ALOHA PETROLEUM, LTD., 3270 Ualena St, Honolulu, HI, (808)839-7505 356813, ALOHA PETROLEUM, LTD., 4450 Kapolei Parkway, Kapolei, HI, (808)674-1515 357314, ALOHA PETROLEUM, LTD., 45-620 Kamehameha Hwy, Aloha Island Mart, Kaneohe, HI, (808)233-4254 357315, ALOHA PETROLEUM, LTD., 95-280 Kipapa Dr, Aloha Island Mart, Mililani, HI, (808)623-6801 357317, ALOHA PETROLEUM, LTD., 94-780 Farrington Highway ,Aloha Island Mart, Waipahu, HI, (808)676-9280 357322, ALOHA PETROLEUM, LTD., 3203 Monsarrat Ave, Aloha Island Mart, Honolulu, HI, (808)735-5333 357323, ALOHA PETROLEUM, LTD., 591 Farrington Highway, Aloha Island Mart, Kapolei, HI, (808)674-9727 357407, ALOHA PETROLEUM, LTD., 1170 Kuala St, Pearl City, HI, (808)456-7060 357408, ALOHA PETROLEUM, LTD., 3269 Koapaka St, Aloha Island Mart, Honolulu, HI, (808)839-7616 357418, ALOHA PETROLEUM, LTD., 98-1002 Moanalua Rd., Aiea, HI, (808)483-3933 357419, ALOHA PETROLEUM, LTD., 249 Keahole St, Aloha Island Market, Honolulu, HI, (808)394-5540 357424, ALOHA PETROLEUM, LTD., 2560 McCarthy Mall, University of Hawaii, Honolulu, HI, (808)956-6728 Iowa 350683, Eastern Iowa Food Service, L.L.C., 1301 8th St, West Des Moines, IA, (515)223-1779 350775, Eastern Iowa Food Service, L.L.C., 2603 2nd Ave, Muscatine, IA, (563)263-5936 350896, OM SHREE MAHANT, LLC, 10 Lafrentz Lane, Marshalltown, IA, (641)753-1275 350985, OM SHREE SHANT, LLC, 2650 Lincoln Way, Ames, IA, (515)337-1780 351108, Eastern Iowa Food Service, L.L.C., 8950 University Ave, West Des Moines, IA, (515)987-8895 351162, Eastern Iowa Food Service, L.L.C., 604 2nd St, Coralville, IA, (319)338-2729 351231, OM SHREE ISHWAR, LLC, 1620 N Ankeny Blvd., Ankeny, IA, (515)963-1951 351365, Eastern Iowa Food Service, L.L.C., 2905 Blairs Ferry Road NE, Cedar Rapids, IA, (319)378-5573 351369, Eastern Iowa Food Service, L.L.C., 3611 SE 14th St, Des Moines, IA, (515)285-3707 351394, Eastern Iowa Food Service, L.L.C., 4206 Merle Hay Rd., Urbandale, IA, (515)276-9317 351395, OM SHREE YOGI LLC, 2610 E University Ave, Des Moines, IA, (515)262-5444 351575, Eastern Iowa Food Service, L.L.C., 2660 Dodge St, Dubuque, IA, (563)556-1228 352407, TA Operating LLC, 4124 V18 Rd., Petro Travel Center, Brooklyn, IA, (641)522-4569 352940, Eastern Iowa Food Service, L.L.C., 6004 University Ave, Cedar Falls, IA, (319)266-6402 353065, Berliner CB, LLC, 2200 W Broadway, Council Bluffs, IA, (712)256-1624 353388, OM SHREE AMRUT, LLC, 1220 E 14th St, Des Moines, IA, (515)266-6782 353491, OM SHREE VASUDEV, LLC, 2520 5th Ave S, Fort Dodge, IA, (515)955-1554 354233, UNITED 53RD CORP., 2519 E 53rd St, Davenport, IA, (563)359-0607 354234, Eastern Iowa Food Service, L.L.C., 2580 Naples Ave SW, Iowa City, IA, (319)354-5759 354737, Eastern Iowa Food Service, L.L.C., 584 7th Ave, Marion, IA, (319)377-1603 356210, Eastern Iowa Food Service, L.L.C., 1640 Edgewood Rd. SW, Cedar Rapids, IA, (319)390-3655 356644, Eastern Iowa Food Service, L.L.C., 620 Meade Dr, North Liberty, IA, N/A 356646, Eastern Iowa Food Service, L.L.C., 3053 8th St SW, Altoona, IA, (515)967-4066 357106, Eastern Iowa Food Service, L.L.C., 201 E Washington St, Mount Pleasant, IA, (319)385-1165 357251, Pilot Travel Centers LLC, 8950 Earhart Ln SW, Cedar Rapids, IA, (319)848-4351 357393, United Clinton Corp., 1122 N 2nd St, Clinton, IA, (563)321-4746 357556, Eastern Iowa Food Service, L.L.C., 5002 Avenue O, Fort Madison, IA, (319)372-2440 357569, Eastern Iowa Food Service, L.L.C., 2418 Stewart Rd., Muscatine, IA, N/A 357570, Eastern Iowa Food Service, L.L.C., 109 Wapello St S, Mediapolis, IA, (319)394-3011 358883, Eastern Iowa Food Service, L.L.C., 8 S Clinton St, Iowa City, IA, (319)354-1788

541

Illinois 300364, CHEHAR, CORP., 3 N. Smith St, Aurora, IL, (630)820-2556 300537, Lincoln & California Donuts, Inc., 5723 N. California Ave, Chicago, IL, (773)334-5980 300542, CHICAGO WILSON DONUTS, INC., 4547 N Broadway St, Chicago, IL, (773)784-2500 300548, RMN Corp., 1954 W Peterson Ave, Chicago, IL, (773)274-3939 300562, SURAMBALA CORP., 6738 W Archer Ave, Chicago, IL, (773)586-5969 300593, O M Namah Inc., 9208 Ogden Ave, Brookfield, IL, (708)485-1117 300679, CH. Ridge, Inc., 6408 W 95th St, Chicago Ridge, IL, (708)599-8633 300715, Vrinda Donuts, Inc., 7059 S Ashland Ave, Gas Station, Chicago, IL, (773)846-4543 300716, Karim, Inc. #2, 3900 Dempster St, Skokie, IL, (847)673-7099 300717, Jai Bajarang Inc., 522 Ogden Ave, Downers Grove, IL, (630)852-1553 300826, Karim, Inc., 3207 Lake Ave # 4-A, Wilmette, IL, (847)853-0066 300910, New A & N Inc., 5448 S Pulaski Rd., Chicago, IL, (773)585-5115 300939, Unique Group, Inc., 6336 W North Ave Narangansette, Chicago, IL, (773)622-1881 301122, Rama Enterprises Incorporated, 811 E Ogden Ave, Naperville, IL, (630)355-0472 301358, MAP CORPORATION, 7801 W. Lawrence Ave, Norridge, IL, (708)453-2002 301365, Shri Krishna, Inc., 10401 S Western Ave, Chicago, IL, (773)881-3410 301497, SEVA Companies LLC, Thompson Food Center, 100 W Randolph St, Chicago, IL, (312)857-1888 301739, Standard Foods, Inc., 62 E Jackson Blvd., Chicago, IL, (312)786-1114 301854, LYLA, INC., 1711 W Main St, Saint Charles, IL, (630)377-0544 301865, Nitin Patel, 700 E. Higgins Rd., Elk Grove Village, IL, (847)593-1419 301869, Glen Ellyn Donuts, Inc., 22W251 North Ave, Glen Ellyn, IL, (630)469-1999 302567, Crestwood Donuts, Inc., 13661 Cicero Ave, Crestwood, IL, (708)389-5215 302635, Carol Stream Donuts, Inc., 880 W Army Trail Rd., Carol Stream, IL, (630)289-6568 302648, SHIV DONUTS INC., 6144 S Harlem Ave, Summit Argo, IL, (708)458-1808 302688, NRN 47 Cicero Inc., 4649 S. Cicero Ave, Chicago, IL, (773)767-8662 302744, Bloomingdale Donuts, Inc., 142 S Gary Ave, Bloomingdale, IL, (630)582-3360 302858, Diya 79th Street, Inc., 207 W. 79th St, Chicago, IL, (773)602-2710 302913, Expansion 83 Inc., 1169 N. Old McHenry Rd., Buffalo Grove, IL, (847)821-0044 302934, Shree Kali Inc., 1004 W Irving Park Rd., Bensenville, IL, (630)350-2044 302991, Royal Corporation, 1317 S 1st Ave, Maywood, IL, (708)345-9777 303385, Peoria University Donuts, Inc., 3428 N University St, Peoria, IL, (309)431-3229 303386, SAB DONUTS, INC., 613 N Western Ave, Peoria, IL, (309)676-9506 303396, Shree Durga Inc., 1160 S Main St, Lombard, IL, (630)620-9744 303408, SHAMSA, INC., 1101-03 Nerge Rd., Elk Grove Village, IL, (847)352-4122 303410, Jay Shiv Krupa Inc., 80 Tyler Creek Plz, Elgin, IL, (847)695-9228 303414, Ottawa Donuts, Inc., 2749 Columbus St, Ottawa, IL, (815)434-0093 303416, Southland Donuts, Inc., 533 Torrence Ave, Calumet City, IL, (708)862-0001 304501, Oakton Donuts, Inc., 1080 E Oakton St, Des Plaines, IL, (847)296-4579 304639, COUNTRYSIDE DONUTS, INC., 5500 S. La Grange Rd., Countryside, IL, (708)354-3305 304663, Platinum Foods, Inc., 39 W Jackson Blvd., Chicago, IL, (312)939-3133 304897, Shree Radhasoami Lake Inc., 7200 Circle Ave, Forest Park, IL, (708)366-0810 306072, CHI TOWN COFFEE LLC, 6332 N Broadway St, Chicago, IL, (773)973-0829 306279, Homewood Donuts, Inc., 17579 Halsted St, Homewood, IL, (708)799-1266 306280, Purity, Inc, 150 E. Ogden Ave, Hinsdale, IL, (630)325-9191 306321, HALKIAS, INC., 1201 S. Naper Blvd., Naperville, IL, (630)369-2272 306395, 3BC Properties, LLC, 7247 Kingery Hwy, Willowbrook, IL, (630)323-5205 306605, Happytuse, Inc., 500 W Madison St, Chicago, IL, (312)648-5711 306864, Miner Donuts, Inc., 2120 Miner St, Des Plaines, IL, (847)827-4278 307249, CHICAGO ANNA DONUTS, INC., 6970 N Clark St, Chicago, IL, (773)508-0433 307283, RMN Corp., 3535 N Western Ave, Chicago, IL, (773)348-7000 307301, GLENVIEW DONUTS, INC., 9721 Milwaukee Ave, Glenview, IL, (847)965-2299 307463, NASA TWO, INC., 3332 W 95th St, Evergreen Park, IL, (708)424-9587 307531, Pulaski Donuts, Inc., 4028 W 127th St, Alsip, IL, (708)388-3671 307762, Yamuna Enterprises, Inc., 2356 W Cermak Rd., Chicago, IL, (773)254-4747 308350, TIN BOYS INC., 2 N Riverside Plaza, Chicago, IL, (312)707-9194 308683, Zuri, Inc., 1127 W Bryn Mawr Ave, Chicago, IL, (773)561-3315 308742, Pulaski Donuts, Inc., 14631 Pulaski Rd., Midlothian, IL, (708)489-0136 308751, Union Foods, Inc., 233 N Michigan Ave, Chicago, IL, (312)938-0400 308781, OM Gayatri Inc., 9280 Irving Park Rd., Schiller Park, IL, (847)447-3298 308813, RMN Corp., 3214 N Kimball Ave, Chicago, IL, (773)478-2828 308843, Norridge Corporation, 5050 N. Cumberland Ave, Norridge, IL, (708)452-0870 310045, Shree Rung Roscoe Inc., 3359 N. Harlem Ave, Chicago, IL, (773)481-0385 310138, Anjali, Inc., 333 W North Ave, Chicago, IL, (312)944-2375 310140, Somic Inc., 7156 N Harlem Ave, Chicago, IL, (773)792-0044

542

310172, River Donuts, Inc., 1926 S. River Rd., Des Plaines, IL, (847)390-0090 310202, Chehar #3 Corporation, 1601 Douglas Rd., Montgomery, IL, (630)801-8550 310266, Om Shakti, Inc., 1069 E 9th St, Lockport, IL, (815)834-1998 310397, Sarika, Inc., 13101 S Western Ave, Blue Island, IL, (708)597-6331 310427, Chehar #4 Corporation, 2112 W. Galena Blvd., Aurora, IL, (630)906-9820 330103, Shimurima II, Inc., 5843 Dempster St, Morton Grove, IL, (874)583-1828 330650, Shining Star Foods, Inc., Merchandise Mart Plz, Chicago, IL, (312)222-1196 331782, LAKE COOK DONUTS INC., 1697 Weiland Rd. Cpl, Buffalo Grove, IL, (847)229-9567 331957, Ruby Foods, Inc., 229 W. Jackson Blvd., Chicago, IL, (312)987-1953 335720, SEVA Companies LLC Madison & Wabash, 6 N. Wabash Ave, Chicago, IL, (312)384-1870 335965, Shreeji Corporation Of Bolingbrook, 245 South Bolingbrook Drive, Bolingbrook, IL, (630)378-4829 336090, CHICAGO LOYOLA DONUTS, INC., 1200 W Loyola Ave, Chicago, IL, (773)381-7478 336132, SEVA Companies LLC Financial Place, 400 S. Fin. Place Shp Ctr, Chicago, IL, (312)663-5150 336534, NRN Midway Inc., 4612 W 59th St CTA, Chicago, IL, (773)581-7677 336536, A. J. PATEL FOOD SERVICE, INC., 5600 Mannheim Rd. O'Hare Terminal, Chicago, IL, (773)462-1051 336660, Vithal Donuts, Inc., 120 W. 87th St, Chicago, IL, (773)846-5891 338015, AMBER FOODS, LLC, 201 W Madison St, Chicago, IL, (312)857-1000 338020, SEVA SOUTH PALOS, INC., 11901 S 80th Ave, Palos Park, IL, (708)361-8502 338368, SEVA Companies LLC LaSalle & Lake, 100 W Randolph St, Chicago, IL, (312)578-0826 338384, Royal Corporation, 2945 S Harlem, Berwyn, IL, (708)749-0689 338440, Sauk Village Donuts & Ice Cream, Inc., 2703 E Sauk Trail, Sauk Village, IL, (708)758-6210 338462, Puri Corporation, 1491 W Roosevelt Rd., West Chicago, IL, (630)562-3351 339269, S & H DONUTS INC, 9802 S Halsted St, Chicago, IL, (773)429-0101 339270, GNA DONUTS INC, 1535 W Grand Ave, Chicago, IL, (312)666-3700 339816, Chicagoland Commissary, LLC, 4359 N Pulaski Ave, Chicago, IL, (773)326-7085 339872, Western Ogden Food Corporation, 2401 W Ogden Ave, Chicago, IL, (312)850-9220 339979, Chicagoland Commissary, LLC, 1234 N. Halsted, Chicago, IL, (773)326-8061 340181, Darien Donuts, Inc., 7516 S. Cass Ave, Darien, IL, (630)434-1799 340182, Geeta International, Inc., 1100 State Route 83, Bensenville, IL, (630)787-1007 340231, Yakat Inc., 404 N Wabash Ave, Chicago, IL, (312)828-9120 340253, Guru Dev Dutt, Inc., 9781 W. Higgins Rd., Rosemont, IL, (847)318-9314 340305, Chicagoland Commissary, LLC, 4957 S. Central Ave, Chicago, IL, (773)288-9938 340343, Sejul Donuts, Inc., 3843 N. Cicero, Chicago, IL, (773)545-5436 340630, Jubilee Coffee, Inc., 7240 W Devon Ave, Chicago, IL, (773)775-7525 340809, HJK Donuts Inc., 1 E Saint Charles Rd., Lombard, IL, (630)620-0366 340821, Yamuna Enterprises, Inc., 749 W 31st St, Chicago, IL, (312)567-9212 340877, Chicagoland Commissary, LLC, 3146 S. Cicero Ave, Cicero, IL, (773)326-8286 340889, Gopal Partners, Inc., 3528 S Leavitt St, CTA Station, Chicago, IL, (773)847-5218 340892, Jamie P. Dejuras & Jamie C. Dejuras, Jr., 1713 W. Polk St, Chicago, IL, (312)733-1950 340893, Shaun, Inc., 5801 N River Rd., CTA, Rosemont, IL, (847)292-0157 340898, Kardo 3, Inc., 1612 Benson Ave, CTA, Evanston, IL, (847)338-2008 340901, Diamond Bakery, Inc., 4645 N Western Ave CTA, Chicago, IL, (773)275-5551 341054, Chicagoland Commissary, LLC, 970 W. Pershing Rd., Chicago, IL, (773)726-7167 341144, Chicagoland Commissary, LLC, 8147 West Joliet Rd., Mc Cook, IL, (708)442-9083 341739, Chicagoland Commissary, LLC, 1345 N. Pulaski Rd., Chicago, IL, (773)326-7396 341740, Lambo Enterprises Inc., 300 E Randolph St, Chicago, IL, (312)240-0977 341936, Chicagoland Commissary, LLC, 5735 W. Roosevelt Ave, Cicero, IL, (773)288-9932 342005, OM SHREE BAPA INC., 402 S Century Blvd., Rantoul, IL, (217)892-3132 342166, Sibley Boulevard 147, Inc., 250 W. Sibley Blvd., Dolton, IL, (708)201-6300 342355, Chicagoland Commissary, LLC, 23841 W. Eames St, Channahon, IL, (773)329-5923 342356, Chicagoland Commissary, LLC, 6001 W Monee Manhattan Rd., Monee, IL, (773)326-8756 342362, Chicagoland Commissary, LLC, 9051 North Hwy 45/52, Manteno, IL, (773)326-7519 342416, Chicagoland Commissary, LLC, 8424 South Willow Springs Rd., Willow Springs, IL, (773)326-9288 342428, Diya Partners, Inc., 150 W. 63rd St, Gas Station, Chicago, IL, (773)488-8833 342440, Aum Kali Inc., 1 W St Charles Rd., Villa Park, IL, (630)782-5323 342563, Belmont Donuts Inc., 6200 W Belmont Ave, Chicago, IL, (773)202-8799 342600, Hillside Donuts, Inc., 335 S. Wolf Road, Hillside, IL, (708)236-1227 342933, TKO Inc., 303 E Wacker Dr, Chicago, IL, (312)819-9510 342996, Chicagoland Commissary, LLC, 5756 W. Ogden Ave, Cicero, IL, (773)633-4613 343064, Merchant Foods, Inc., 7235 N Caldwell, Niles, IL, (847)647-9474 343115, Alekhya International, Inc., 4204-F N Arlington Heights Rd., Arlington Heights, IL, (847)506-6401 343143, Chicagoland Commissary, LLC, 2925 Riverstone Parkway, Kankakee, IL, (773)326-9718 343174, Usha Donuts, Inc., 2565 W Fullerton Ave, Chicago, IL, (773)384-2565 343263, WC DONUTS AND COFFEE LLC, 110 W Roosevelt Rd., West Chicago, IL, (630)293-9054 343280, Chuckchoo, Inc., 333 S State St, DePaul Center University, Chicago, IL, (312)431-1024

543

343290, AMAN International, Inc., 801 Meacham Rd., Wal*Mart, Elk Grove Village, IL, (847)534-9700 343291, ANTIOCH WAL*MART COFFEE INC., 475 E Route 173, Wal*Mart, Antioch, IL, (847)533-4517 343309, Bhallas Berkeley, Inc., 5725 St Charles Rd., Berkeley, IL, (708)493-0310 343332, OM SAI Corporation, 3101 W. 147th St, Posen, IL, (708)371-9150 343358, Jomani, Inc., 27 W Lake Street, Chicago, IL, (312)443-1295 343383, Chicagoland Commissary, LLC, 3960 W. Irving Park Rd., Chicago, IL, (773)326-9246 343414, Boughton Donuts, Inc., 1255 W Boughton Rd., Bolingbrook, IL, (630)759-0478 343452, SHASTRIJI ASSOCIATES INC., 2340 W 52nd St, Chicago, IL, (773)436-5252 343558, NRN Spaulding, Inc., 4453 S. Archer Ave, Chicago, IL, (773)247-4499 343682, Woodridge Donuts, Inc., 2401 W. 75th St, Woodridge, IL, (630)910-0470 343826, LARRAMIE DONUTS INC, 5201 W Fullerton Ave, Chicago, IL, (773)417-2142 343827, Higgins Donut Inc., 5949 W Higgins Rd., Chicago, IL, (773)202-8977 343828, 4245 Milwaukee Corp., 4245 N Milwaukee Ave, Chicago, IL, (773)427-4245 343845, IVORY FOODS, LLC, 406 S Michigan Ave, Chicago, IL, (312)566-0209 343913, Worth Trip, Inc., 1931 W Ogden Ave, Downers Grove, IL, (630)241-9191 344303, Joliet South Chicago Donuts Inc., 422 S. Chicago St, Joliet, IL, (815)727-2409 344310, Chicago Heights Coffee & Donuts Inc., 431 W 14th St, US Rt 30, Chicago Heights, IL, (708)747-9595 344311, Palos Donut, Inc., 13029 S LaGrange Rd., Palos Park, IL, (708)827-5531 344362, LEWIS AVE COFFEE INC., 1800 N. Lewis Ave, Waukegan, IL, (847)336-9388 344397, Amila, Inc., 1575 S Michigan Ave, Chicago, IL, (312)447-0951 344412, Plainfield Foods, Inc., 12690 S. Route 59, Wal Mart, Plainfield, IL, (815)230-4644 344425, Chicagoland Commissary, LLC, 1805 E. Oakton St, Elk Grove Village, IL, (773)726-7336 344434, Thomas Management Associates, Inc., 8145 S Pulaski Rd., Chicago, IL, (773)585-8912 344528, Chicagoland Commissary, LLC, 15060 S Bell Rd., Homer Glen, IL, (773)326-9095 344576, Karim Inc. #4, 8408 N. Skokie Blvd., Skokie, IL, (847)674-0777 344735, Houbolt Donuts Inc., 1350 Houbolt Rd., Joliet, IL, (815)725-9550 344808, Karim No. 3, Inc., 2606 Dempster St, Park Ridge, IL, (847)803-6666 344859, LIBERTYVILLE PARK AVE COFFEE INC., 1179 W Park Ave, Libertyville, IL, (847)362-5000 344885, Pink Rose, Inc., 8490 W North Ave, Melrose Park, IL, (708)344-1560 344892, New Praveg, Inc., 1780 N Aurora Rd., Naperville, IL, (630)848-3201 344965, River Foods Enterprises, LLC, 27 E Lake St, Chicago, IL, (312)419-8587 344966, SRD Enterprise Inc., 2681 E New York St, Aurora, IL, (630)499-7505 344970, Streamwood Donuts, Inc., 656 S. Sutton Rd. Route 59, Streamwood, IL, (630)497-9379 345044, North Avenue Donuts Inc., 7117 North Ave, Oak Park, IL, (708)524-8202 345077, Nooria Enterprises Inc., 211 W Adams St, Chicago, IL, (312)750-0887 345099, Chicagoland Commissary, LLC, 1300 Normantown Rd., Romeoville, IL, (773)329-3982 345124, Geeta Foods, Inc., 674 Meacham Rd., Elk Grove Village, IL, (847)534-0000 345176, Weber Donuts, Inc., 1401Illinois Route 59, Wal*Mart, Joliet, IL, (815)436-5985 345200, HARI DONUTS COUNTY FARM, INC., 600 S. County Farm Rd., Wheaton, IL, (630)462-3722 345283, 3BC Properties, LLC, 1920 87th St, Woodridge, IL, (630)910-5374 345317, BREW BROTHERS LLC, 4350 N Central Ave, Chicago, IL, (773)545-7980 345323, OM SHREE RAM INC., 1302 N. Prospect Ave, Champaign, IL, (217)359-2786 345382, Shreeji Corporation Of Bolingbrook, 595 N. Pinecrest Rd., Bolingbrook, IL, (630)783-9505 345450, GREEN BAY COFFEE INC., 21 S. Greenbay Rd., Waukegan, IL, (847)599-7780 345456, Diya Donuts, Inc., 6237 S Halsted Pkwy, Chicago, IL, (773)783-8328 345457, OM Shree Namah Inc., 420 S Weber Rd., Wal*mart, Romeoville, IL, (815)436-1928 345579, Jay Shiv Shankar, Inc., 514 Randall Rd., South Elgin, IL, (847)214-3602 345659, SHIV SHAMBHU, INC., 280 N. Randall Rd., Lake In The Hills, IL, (847)458-1403 345708, Forestview Donuts, Inc., 4501 S Harlem Ave, Forest View, IL, (708)484-7960 345725, HARI DONUTS KIRK, INC., 2933 Kirk Rd., Aurora, IL, (630)978-1347 345772, Shree Ganesh Donuts Inc., 369 E. Rollins Rd., Round Lake Beach, IL, (847)740-5535 345804, Star Coffee of 31, LLC, 450 N. Route 31, Crystal Lake, IL, (815)455-8151 345894, Diamond Coffee, Inc., 3523 Diamond Dr, McHenry, IL, (815)385-3820 345948, Polk Foods, LLC, 547 W. Jackson Blvd., Chicago, IL, (312)786-1355 346006, Amin Enterprisers, Inc., 247 E. Irving Park Rd., Roselle, IL, (630)893-6150 346044, Chicagoland Commissary, LLC, 2801 W Division Street, Chicago, IL, (773)326-8536 346057, Irving Donuts, Inc., 4313 W Irving Park Rd., Chicago, IL, (773)853-0295 346078, Bhallas Bellwood Inc., 440 25th Ave, Bellwood, IL, (708)493-9077 346261, HARI DONUTS SYCAMORE, INC., 1840 Dekalb Ave, Sycamore, IL, (815)899-8500 346262, HARI DONUTS PRESIDENT, INC., 956 E Roosevelt Rd., Wheaton, IL, (630)682-2580 346489, Western Donut, Inc., 101 N Western Ave, Chicago, IL, N/A 346506, Morris Donuts, Inc., 197 E US Route 6, Morris, IL, (815)941-0089 346603, Minooka Heartland Inc., 2081 Ridge Rd., Minooka, IL, (815)467-4007 346705, Kardo 5, Inc., 3949 N. Broadway St, Chicago, IL, (773)296-6332 346706, Comboo Enterprises Inc, 626 S Clark Street, Chicago, IL, (312)362-0523

544

346860, Daley-Mommsen Enterprises, Inc., 7935 W. 171st St, Tinley Park, IL, (708)429-4444 346989, Pearl Foods Enterprises, LLC, 117 S. Clinton St, Chicago, IL, (312)715-9828 347097, NEIL & VIRAL, INC., 3206 W 111th St, Chicago, IL, (773)253-8216 347245, Mukhiji Inc., 892 S. Main St Route 72, East Dundee, IL, (847)428-7163 347329, OM SHRI KRISHNA INC., 607 E. Green St, Champaign, IL, (217)384-3375 347922, UNITED MOLINE CORP., 3501 Avenue of the Cities, Moline, IL, (309)797-2300 347935, FOUNTAIN SQUARE COFFEE INC., 3925 Fountain Square Place, Waukegan, IL, (847)688-0800 348067, Karim Inc. # 5, 8800 Gross Point Rd., Skokie, IL, (847)470-7100 348075, Om Shivay Inc., 6310 Woodward Ave, Downers Grove, IL, (630)964-5465 348129, Naperville East Donuts, Inc., 2035 S. Washington St, Naperville, IL, (630)369-4080 348296, LIBERTYVILLE RT 21 COFFEE INC., 119 N Milwaukee Ave, Libertyville, IL, (847)247-6500 348457, Kardo 6, Inc., 2494 Oakton St, Evanston, IL, (847)491-9550 348463, Dal-Momm Enterprises II, Inc., 112 E Bethel Dr., Bourbonnais, IL, (815)933-7100 348499, Shree Schiller Park Inc., 4121 N Mannheim Rd., Schiller Park, IL, (847)671-8027 348904, SAACHI DONUTS INC., 200 S Bolingbrook Dr, Wal*mart, Bolingbrook, IL, (630)780-4863 349001, DMM Western, Inc., 7921 S Western Ave, Chicago, IL, (773)424-4772 349063, NEW LENOX WALLMART DONUTS INC., 429 E Lincoln Hwy, Wal*mart, New Lenox, IL, (815)462-3950 349138, SEVA Companies LLC Clark & Division, 1201 N Clark St, Chicago, IL, (312)291-9270 349207, TA Operating LLC, 1805 W Fayette Ave, Petro Travel Plaza, Effingham, IL, (217)347-0480 349241, MAYA FOODS, LLC, 309 W Chicago Ave, Chicago, IL, (312)944-8828 349378, Prestige Donuts Inc., 317 S Schmale Rd., Carol Stream, IL, (630)517-0279 349645, Plano Donuts, Inc., 7010 Burroughs Ave, Plano, IL, (630)552-9888 349692, Wheeling Coffee and Donuts, Inc., 215 E Dundee Rd., Wheeling, IL, (224)676-0230 349709, J & J DONUTS, INC., 1300 Hicks Rd., Rolling Meadows, IL, (847)818-9400 349715, GOLF DONUTS, INC., 9660 Golf Rd., Des Plaines, IL, (224)567-8052 349732, Westchester Donuts & Coffee, Inc., 11204 31st St, Westchester, IL, (708)562-0875 349783, Central Avenue Donuts Inc., 10301 Central Ave, Oak Lawn, IL, (708)422-7450 349784, Cermak Donuts, Inc., 3201 W Cermak Rd., Chicago, IL, (773)277-0906 349817, TA Operating LLC, 819 Edwardsville Rd., Travel Centers of America, Troy, IL, (618)667-9931 349918, Om Shree Hari, Inc., 4708 Caton Farm Rd., Joliet, IL, (815)439-5999 349935, 2ND GEN - PARK RIDGE INC., 1129 W Touhy Ave, Park Ridge, IL, (847)720-4645 349939, ANTIOCH ORCHARD ST COFFEE INC., 442 Orchard St, Antioch, IL, (847)533-8036 350035, HAMPSHIRE DONUTS INC., 1000 S State St, Hampshire, IL, (847)683-7180 350099, Dejurs Madison Corp., 1519 W Madison St, Chicago, IL, (773)329-0460 350174, Simandhar Donuts, Inc., 4632 Lincoln Hwy, Matteson, IL, (708)248-6918 350184, 2ND GEN - SCHAUMBURG INC., 1440 N Meacham Rd., Schaumburg, IL, (224)653-8180 350195, NIVA DONUTS, INC., 1550 Lake St, Roselle, IL, (847)278-1966 350473, Oswego Donuts, Inc., 2420 Route 34, Oswego, IL, (630)554-8977 350474, J-ELLIE, INC., 8810 W 191st St, Mokena, IL, (708)478-5100 350475, 3BC Properties, LLC - Daniel, 1200 75th St, Downers Grove, IL, (630)968-3988 350476, Lombard Donuts, Inc., 411 E North Ave, Lombard, IL, (630)613-8182 350596, OM SHREE NARAYAN INC., 4003 Plainfield Naperville Rd., Naperville, IL, (630)637-0730 350629, Pulaski 4100 Donuts, Inc., 4113 S Pulaski Rd., Chicago, IL, (773)376-1190 350725, HG FULLERTON LLC, 947 W Fullerton Ave, Chicago, IL, (773)248-6101 350726, SEVA COMPANIES LLC CLARK AND BELDEN, 2300 N Clark St, Chicago, IL, (773)915-3839 350741, Lincolnwood Foods Inc, 6801 N Cicero Ave, Lincolnwood, IL, (847)677-0777 350753, JASPER FOODS, LLC, 128 N State St, CTA, Chicago, IL, (312)750-1150 350777, GLENCOE BREWS, INC., 81 Green Bay Rd., Glencoe, IL, (847)786-4066 350791, LINCOLNSHIRE COFFEE INC., 435 Milwaukee Ave, Lincolnshire, IL, (847)383-5787 350829, Mannheim Donuts, Inc., 1005 S Mannheim Rd., Westchester, IL, (708)344-7980 350867, Belmont Donuts Transit LLC, 945 W Belmont Ave, Chicago, IL, (773)348-1339 350883, LAKE STREET DONUTS, INC., 225 E Lake St, Bartlett, IL, (630)855-5713 350903, PH COFFEE AND DONUTS, INC., 1204 N Elmhurst Rd., Prospect Heights, IL, (847)947-2125 351073, SP WARRENVILLE DONUTS INC., 2S 721 State Route 59, Warrenville, IL, (630)393-1025 351078, REEVA DONUTS, INC., 106 E North Ave, Carol Stream, IL, (630)480-0760 351079, SHREE ARMITAGE INC., 1768 W Armitage Ave, Chicago, IL, (708)978-7563 351106, FNC Volo Corp., 280 S US Highway 12, Volo, IL, (224)338-8595 351142, The Grove, Inc., 210 S Canal St, Chicago Union Station, Chicago, IL, (312)382-8480 351160, R & D 6, INC., 6701 S Jeffery Blvd., Chicago, IL, (773)955-1985 351209, SEVA COMPANIES LLC CHICAGO AND MILWAUKEE, 801 N Milwaukee Ave, Chicago, IL, (773)915-3421 351224, Bhallas SP Inc., 3216 W North Ave, Stone Park, IL, (708)345-8009 351243, SSP AMERICA MDW, LLC, 5500 S Cicero Ave, Midway Int'l Airport, Chicago, IL, (877)325-8777 351263, KARDO 7, INC., 2111 W Division St, Chicago, IL, (773)772-1731 351335, DLH Food Services LLC, 1603 N Main St, Normal, IL, (309)451-0200 351391, Chicagoland Commissary, LLC, 6820 Route 53, Woodridge, IL, (773)329-1651

545

351421, COUNTY FARM DONUTS INC., 5590 County Farm Rd., Bartlett, IL, (630)855-6841 351438, R & D #9, INC., 350 N Hunt Club Rd., Gurnee, IL, (847)672-9264 351524, 2ND GEN - WESTERN INC., 2808 N Western Ave, Chicago, IL, (773)697-9181 351536, LARKIN DONUTS, INC., 1500 Larkin Ave, Elgin, IL, (224)238-3723 351538, PALATINE DONUTS, INC., 231 W Northwest Hwy, Palatine, IL, (847)221-8170 351694, NORTH WADSWORTH COFFEE INC., 16145 W Highway 173, Wadsworth, IL, (847)838-8055 351699, DIYA 127TH, LLC, 1400 W 127th St, Calumet Park, IL, N/A 351700, DMM 55TH STATE, LLC, 5454 S State St, Chicago, IL, (773)558-6695 351827, SEVA Companies LLC Washington & Wells, 223 W Washington St, Chicago, IL, (312)384-1890 351852, NORTHFIELD BREWS, INC., 1900 New Willow Rd., Northfield, IL, (224)255-6343 351868, Hassellton Donuts, Inc., 2089 Barrington Rd., Hoffman Estates, IL, (847)285-5115 351906, SHIVA 1 INC., 102 Chatham Rd., Springfield, IL, (630)560-1153 352004, GLENVIEW SHERMER DONUTS, INC., 1945 Willow Rd., Northbrook, IL, (224)235-4349 352012, WEST ZION COFFEE INC., 4551 Illinois Route 173, Zion, IL, (224)789-7295 352013, LAKE BLUFF COFFEE INC., 3092 N Skokie Highway, Lake Bluff, IL, (224)610-0134 352037, Seva Companies LLC Monroe and Michigan, 71 E Monroe St, Chicago, IL, (312)350-1159 352049, SHREE KIMBALL INC., 4755 N Kimball Ave, Chicago, IL, (872)588-4935 352141, HOFFMAN BREWS, INC., 2716 N Sutton Rd., Hoffman Estates, IL, (847)645-1900 352146, CHICAGO REDLINE CAFE, LLC, 10 W Chicago Ave, Chicago, IL, (312) 643-1224 352147, R & D # 8 INC., 3200 W Sand Lake Rd., Lindenhurst, IL, (224)643-7549 352157, TA Operating LLC, 1702 W Evergreen Ave, Effingham, IL, (217)347-7183 352255, ELLIE-MAR ENTERPRISES, INC., 2401 S Chicago St, Joliet, IL, (815)727-5400 352287, Compass Group USA, Inc., 1999 Campus Dr, Northwestern University, Evanston, IL, (847)467-6111 352290, Seva Companies LLC Wrigleyville, 947 W Addison St, Chicago, IL, (773)726-7254 352291, Orchard Donuts, Inc., 3300 Orchard Rd., Oswego, IL, (630)554-8750 352293, Karim #10, Inc., 980 Harlem Ave #23, Glenview, IL, (847)724-1600 352336, Four Dough, LLC, 1181 Rendleman Rd., Carbondale, IL, (618)490-1398 352354, Chicagoland Commissary, LLC, 4901 S Central Ave, Chicago, IL, (773)288-9938 352356, HP GREENBAY BREWS, INC., 1996 2nd St, Highland Park, IL, (847)748-8931 352358, PULASKI 9601 DONUTS, INC., 9601 S Pulaski Rd., Evergreen Park, IL, (708)581-4102 352386, MARBLE FOODS ENTERPRISES, LLC, 250 E Superior St., Prentice Womens Hospital, Chicago, IL, (312)202-8715 352424, Jayiden Inc., 245 Randall Rd., South Elgin, IL, (847)589-6978 352434, 3BC PROPERTIES-TAYLOR, LLC, 2445 75th St, Darien, IL, (630)427-0971 352445, Chicagoland Commissary, LLC, 823 N Western Ave, Chicago, IL, (773)288-9196 352446, Chicagoland Commissary, LLC, 1818 W Northwest Hwy, Arlington Heights, IL, (847)257-9974 352498, HARI DONUTS TIN CUP, INC., 1566 E Main St, Saint Charles, IL, (630)549-6315 352513, OBT Donuts, Inc., 17W460 22nd St, Oakbrook Terrace, IL, (708)622-8008 352571, Elburn Donuts Inc., 780 N Main St, Elburn, IL, (630)365-6955 352572, NOVATEL DONUT, INC., 4105 Charles St, Rockford, IL, (779)774-4090 352599, 2nd Gen - 95th Inc., 1465 W 95th St, Chicago, IL, (773)941-8586 352686, MUNDELEIN RT 45 COFFEE INC., 700 E US Highway 45, Mundelein, IL, (224)864-4959 352722, LASALLE PERU DONUTS, INC., 823 Shooting Park Rd., Peru, IL, (815)250-0320 352762, FIFTH BEAN ENTERPRISES, INC., 2516 N Cedar Rd., New Lenox, IL, (815)463-8781 352763, OM SHREE JALARAM INC., 239 S Weber Rd., Romeoville, IL, (815)838-6270 352811, AGIVEA DONUT, INC., 7370 E State St, Rockford, IL, N/A 352828, 2ND GEN - PULASKI INC., 2035 N Pulaski Rd., Chicago, IL, (773)697-3233 352829, HARI DONUTS NORTH AURORA, INC., 257 Genesis Dr, North Aurora, IL, (630)701-2463 352920, PEKIN DONUTS INC., 2001 Court St, Pekin, IL, (309)349-3298 352950, DIYA PAULINA, LLC, 1659 W 18th St, Chicago, IL, (312)846-6141 352956, SHREE 2ND GEN - GE2 LLC, 1090 Roosevelt Rd., Glen Ellyn, IL, (630)495-0962 352990, WHEELING BREWS, INC., 749 N Milwaukee Ave, Wheeling, IL, (847)808-0083 352991, ROCKLAND COFFEE INC., 707 Rockland Rd., Lake Bluff, IL, (224)706-6933 353029, 2nd Gen - Cermak Inc., 1316 W Cermak Rd., Chicago, IL, (312)243-7833 353032, 2002 Donuts, Inc., 825 W 47th Pl, Chicago, IL, (773)423-7039 353101, GREAT LAKES COFFEE INC., 540 Cluverius Ave, Great Lakes, IL, (847)473-5992 353201, HAZEL CREST FOODS LLC, 17499 Dixie Highway, East Hazel Crest, IL, (708)799-4510 353214, SHIVA LANE INC., 4300 Lincoln Ave, Lisle, IL, (630)964-1973 353232, HG NORTH LLC, 1938 W North Ave, Chicago, IL, (773)270-5127 353238, KHOWAJA MERE KHOWAJA, INC., 3 Woodfield Mall, Schaumburg, IL, (224)548-7514 353354, SOUTH WADSWORTH COFFEE INC., 39090 N US Highway 41, Wadsworth, IL, (847)244-5200 353357, DUNDEE PFINGSTEN DONUTS, INC., 2775 Dundee Rd., Northbrook, IL, (224)261-8913 353362, Gold-Aly-Two, Inc., 1103 Maple Ave, Lisle, IL, (630)487-7753 353363, Keyaan Foods, Inc., 8080 N Milwaukee Ave, Niles, IL, (847)823-1111 353478, EMERALD FOODS, LLC, 205 W Wacker Dr, Chicago, IL, (312)384-1930 353536, SMM 1826 INC., 1826 West Reynolds St, Pontiac, IL, (815)419-2337

546

353537, SKYE DAL ENTERPRISES, INC., 174 W Court St, Kankakee, IL, (815)802-9969 353541, SHREE JALARAMSAI INC, 760 S Weber Rd., Bolingbrook, IL, (630)378-9060 353635, Chicagoland Commissary, LLC, 914 S Roselle Rd., Schaumburg, IL, (847)544-6731 353661, Chicagoland Commissary, LLC, 230 W Northwest Hwy, Mt Prospect, IL, (847)544-9848 353712, OM SHREE SHIVAM INC., 3016 N Water St, Decatur, IL, (217)330-9326 353718, ROUTE 62 DONUTS, INC., 1319 E Algonquin Rd., Algonquin, IL, (224)333-0415 353832, Quick Serve, Inc., 517 Mall Dr, Shell Gas, Schaumburg, IL, (847)517-9132 353838, MONROE DONUTS, INC, 29-77 S Dearborn St, CTA, Chicago, IL, (312)964-5050 353846, Panjwani Network Restaurants, Inc., 5005 Dempster St, CTA, Skokie, IL, (847)677-0033 353848, NESLER DONUTS, INC., 3191 US Highway 20, Elgin, IL, (224)227-6251 353849, GRAND RED, INC., 521 N State St, CTA Grand Station, Chicago, IL, (312)877-5223 353896, IPG Fullerton, Inc., 1331 W Fullerton Ave, Chicago, IL, (773)472-9801 353976, Chicagoland Commissary, LLC, 22921 W Lincoln Highway, Plainfield, IL, (815)355-7895 353988, IYLA INC., 1051 W Main St, Sleepy Hollow, IL, N/A 353989, FAYSHA ENTERPRISE, INC., 2750 W Touhy Ave, Elk Grove Village, IL, (847)258-3137 354015, ACKS Donuts, Inc., 15615 S Harlem Ave, Orland Park, IL, (708)429-5533 354023, DOWNTOWN GLEN ELLYN DONUTS INC., 530 Crescent Blvd., Glen Ellyn, IL, (630)225-8245 354024, 75TH DONUTS, INC., 3999 75th St, Aurora, IL, (630)499-7313 354035, Panjwani Network Restaurants, Inc., 9480 Waukegan Rd., Morton Grove, IL, (847)470-3600 354103, Villa Park Donuts, Inc., 298 W North Ave, Villa Park, IL, (630)530-0585 354108, SAPPHIRE FOODS, LLC, 1015 W Lake St, Chicago, IL, (312)433-9829 354130, YACKLEY TWO, INC., 2801 Ogden Ave, Lisle, IL, (630)800-4779 354191, 245 MCHENRY DONUTS, INC., 245 McHenry Rd., Buffalo Grove, IL, (224)676-1641 354226, DIYA KEDZIE, LLC, 800 N Kedzie Ave, Chicago, IL, N/A 354259, Panjwani Network Restaurants, Inc., 1357 W Morse Ave Morse, Chicago, IL, (773)274-7300 354294, LAKE FOREST COFFEE INC., 13783 W Oasis Service Rd., Lake Forest, IL, (847)615-1700 354343, OASIS TWO INC., 700 E Tri-State Toll Rd., South Holland, IL, (708)514-9783 354344, CHICAGO BELMONT DONUTS, INC., 3001 W Belmont Ave, Chicago, IL, (872)208-7610 354360, TOPAZ FOODS, LLC, 22 E Roosevelt Rd., Chicago, IL, N/A 354415, CHICAGO HEIGHTS TWO INC., 120 N Halsted St, Chicago Heights, IL, (708)793-9937 354436, RIYAD KHOWAJA INC., 201 W Lake St, Chicago, IL, N/A 354442, SHREE RIVER GROVE, INC., 2672 River Rd., River Grove, IL, (708)716-3093 354453, JAVA-J ENTERPRISES, INC., 1201 W Jefferson St, Shorewood, IL, (815)280-6582 354475, ROUND LAKE SILVER OAK DONUTS, INC., 2592 N IL Route 83, Round Lake Beach, IL, (847)752-8449 354491, UNITED SILVIS CORP., 1220 18th St, Silvis, IL, (309)792-1227 354522, BOLINGBROOK DONUTS, INC., 419 S Joliet Rd., Bolingbrook, IL, (630)972-1081 354549, DOWNTOWN BATAVIA DONUTS, INC., 108 N Batavia Ave, Batavia, IL, (630)277-1078 354550, SHREE PRAMUKH NAPERVILLE INC., 4940 S Route 59, BP Gas, Naperville, IL, (630)355-9060 354551, B.N.K., Inc., 26W220 Geneva Rd., Carol Stream, IL, (630)665-7781 354557, 2ND GEN - YORKTOWN INC., 85 Yorktown Shopping Center, Lombard, IL, (630)953-8388 354558, 1469 RANDALL ROAD DONUTS INC, 1469 S Randall Rd., Algonquin, IL, (847)854-2295 354563, HUNTLEY COFFEE INC., 9800 Highway 47, Huntley, IL, (847)669-8051 354647, LAKE FOREST DOWNTOWN DONUTS INC., 620 N Western Ave, Lake Forest, IL, (224)880-5166 354704, Seva Companies LLC Lemont, 15629 W 127th St, Lemont, IL, (630)243-0709 354748, KNOLLBURG DONUTS, INC., 2263 W Schaumburg Rd., Schaumburg, IL, (847)524-2774 354775, LONG GROVE DONUTS INC, 3980 Highway 22, Long Grove, IL, (847)320-1174 354842, 7TH'S NOW BREWING, INC., 19420 S Harlem Ave, Frankfort, IL, (815)469-6044 354953, AYDEN BABA, LLC, 93 N Canal St, Chicago, IL, (312)995-0962 354960, KMP International, LLC., 830 Northwest Highway, Cary, IL, (847)462-9543 354965, AKEL DONUT, INC., 1601 N Alpine Rd., Rockford, IL, (779)774-4851 355037, Hari Donuts Yorkville, Inc., 1830 S Bridge St, Yorkville, IL, (630)882-9879 355112, Thomas Management Associates, Inc., 11843 S Pulaski Rd., Alsip, IL, (708)388-3837 355120, SOUTH ELGIN DONUTS, INC., 405 N McLean Blvd., South Elgin, IL, (224)227-6944 355128, WASHINGTON DONUTS INC., 80 Cherry Tree Shopping Ctr, Washington, IL, (309)886-3284 355164, ROCHELLE DONUTS, INC., 213 State Route 38, Rochelle, IL, (815)561-6379 355183, Montgomery Donuts Inc., 1060 Ogden Ave, Montgomery, IL, (630)777-1420 355202, MENARD 6300 DONUTS, INC., 5755 W 63rd St, Chicago, IL, (773)581-9170 355207, HIGHWAY 20 DONUTS, INC., 2101 Gateway Center Dr, Wal*Mart, Belvidere, IL, (779)777-3295 355228, McHenry Rt 31 Coffee Inc., 617 Front St, McHenry, IL, (815)355-1839 355231, WASHINGTON ST COFFEE INC., 422 Washington St, Waukegan, IL, (847)672-4493 355287, WARRENVILLE BP DONUTS, INC., 3601 Winfield Rd., Warrenville, IL, (331)771-0644 355359, GEM FOODS, LLC, 203 N La Salle St, Chicago, IL, N/A 355398, CHICAGO GRANVILLE DONUTS, INC., 1117 W Granville Ave, Chicago, IL, (773)754-0863 355509, VAKTEL DONUT, INC., 3225 11th St, Rockford, IL, (815)708-8172 355515, HARI DONUTS SUGER GROVE, INC., 442 Route 47, Sugar Grove, IL, (331)227-0044

547

355519, DOWNTOWN DEKALB DONUTS, INC., 460 E Lincoln Hwy, DeKalb, IL, (815)901-4222 355591, Kani Donuts Inc., 222 W Army Trail Rd., Carol Stream, IL, (630)462-1940 355593, SHREE RAVI INC, 2995 Mannheim Rd., Des Plaines, IL, (872)213-9913 355669, FREEPORT DONUTS, INC., 1811 S West Ave, Freeport, IL, (815)616-8277 355749, TANYA DONUTS, INC., 5602 N Clark St, Chicago, IL, (872)241-9060 355760, SEVA Companies LLC Madison, 103 W Madison St, Chicago, IL, (312)920-0823 355780, 3N Group, Inc., 6536 S Kedzie Ave, Chicago, IL, (773)436-6400 355787, FNC Lakemoor Corp., 209 Rand Rd., Lakemoor, IL, (815)679-6249 355804, NEW LENOX RT 30 DONUTS, INC., 273 E Haven Ave, New Lenox, IL, (815)717-6106 355830, 200 EAST LAKE DONUTS, INC., 200 E Lake St, Bloomingdale, IL, N/A 355863, SHIVA 4, INC, 2730 S 6th St, Springfield, IL, (217)210-9112 355994, Seva Companies LLC Lockport State Street, 730 S State St, Lockport, IL, (815)353-0277 356106, HARI DONUTS DANADA, INC., 2040 S Naperville Rd., Wheaton, IL, (630)510-9310 356226, Shree Maruti Plainfield Inc., 25653 W Lockport Rd., Plainfield, IL, (815)254-1922 356371, AROSH INC., 17050 Torrence Ave, Lansing, IL, N/A 356398, SHIVA 2, INC., 3089 Woodlawn Rd., Lincoln, IL, (217)651-4636 356494, WAL*MART BRIDGEVIEW DONUTS, INC., 10260 Harlem Ave, Wal*mart, Bridgeview, IL, (708)499-2350 356496, SHREE WEST SUBURBAN INC., 3 Erie Ct, West Suburban Medical Center, Oak Park, IL, (708)655-0025 356519, KAVLET DONUT, INC., 8058 N 2nd St, Machesney Park, IL, N/A 356648, UNITED ROCK ISLAND CORP., 2711 18th Ave, Rock Island, IL, (309)558-1067 356652, FNC Fox Lake Corp., 8 US 12, Fox Lake, IL, (847)629-5164 356714, Arihantanam Corp., 315 E Higgins Rd., Gilberts, IL, N/A 356800, HAINESVILLE COFFEE INC., 83 W Belvidere Rd., Hainesville, IL, (847)772-0143 356802, SMD Enterprise, Inc., 11904 S State Route 59, Plainfield, IL, N/A 356879, GWR ILLINOIS PROPERTY OWNER LLC, 1700 Nations Dr, Great Wolf Lodge, Gurnee, IL, N/A 356884, AURORA FIFTY NINE DONUTS, INC., 444 N State Route 59, Aurora, IL, (630)849-6599 357005, Elwood Donuts, Inc., 2951 Centerpoint Way, Elwood, IL, N/A 357006, CHAI COFFEE COMPANY, 2301 S King Dr, Chicago, IL, (312)579-9029 357027, Nasa Three, Inc., 6435 S Cicero Ave, Chicago, IL, (773)735-6715 357028, MIDLOTHIAN DONUTS INC., 14632 S Cicero Ave, Midlothian, IL, N/A 357116, SSP AMERICA MDW, LLC, 5500 S Cicero Ave, Midway Int'l Airport, Chicago, IL, (877)325-8777 357130, SSP AMERICA MDW, LLC, 5500 S Cicero Ave, Midway Int'l Airport, Chicago, IL, (877)325-8777 357223, Marengo Donuts, Inc., 20009 East Grant Highway, Marengo, IL, N/A 357237, OGDEN PULASKI DONUTS, INC., 3955 W Ogden Ave, Chicago, IL, (773)475-7310 357457, BEECHER DONUTS INC., 1121 S Dixie Highway, Beecher, IL, (708)357-1040 357735, SHIVA 3, INC., 109 E Morton Ave, Jacksonville, IL, (217)717-2535 357858, Arena Coffee Corp., 1801 W Jackson Blvd., Chicago, IL, (773)329-5796 358055, AJP K&K JV, LLC, 5600 Mannheim Rd., O'Hare Airport, Chicago, IL, (773)974-2025 358068, IPG CLYBOURN SHEFFIELD, INC., 1745 N Sheffield Ave, Chicago, IL, (312)642-5661 358271, OM SHREE PRAMUKH INC., 2006 W Springfield Ave, Champaign, IL, (217)607-1033 358381, TELVAK DONUT, INC., 6152 E Riverside Blvd., Loves Park, IL, (815)904-6197 358433, DIYA 32ND ASHLAND LLC, 3256 S Ashland Ave, Chicago, IL, N/A 358724, Oaklawn Donuts, Inc., 8940 S Cicero Ave, Oak Lawn, IL, (708)930-5951 358725, SV DONUTS, INC., 1445 E Sauk Trail, Sauk Village, IL, (708)357-1070 358733, PINGREE GROVE DONUTS, INC., 15N454 Rt 47, Pingree Grove, IL, N/A 359109, SSP AMERICA MDW, LLC, 5700 S Cicero Ave, Chicago, IL, N/A 359154, DALEY COLLEGE DONUTS, INC., 7500 S Pulaski Rd., Richard Daley College, Chicago, IL, N/A 359162, KEDEB ENTERPRISES, INC., 5916 N Convent St, Bourbonnais, IL, (815)929-9109 359198, Pilot Travel Centers LLC, 503 N Oakwood St, Oakwood, IL, (217)354-4270 359221, DIYA 55TH ASHLAND, LLC, 1550 W Garfield Blvd., Chicago, IL, N/A 359439, K & H TRUCK PLAZA, INC., 1043 S Crescent St, Gilman, IL, (815)265-7625 361561, S & D Donut Corporation, 195 E. Butterfield Rd., Elmhurst, IL, (630)833-3535 Indiana 308226, Welco Donuts, Inc., 906 W Pike St, Goshen, IN, (574)533-4314 308482, Chesterton Donuts, Inc., 701 Plaza Dr, Chesterton, IN, (219)926-2052 308715, Dave Donuts Inc., 6050 Central Ave, Portage, IN, (219)763-1113 340271, Ridge Donut Inc, 3820 Ridge Rd., Highland, IN, (219)972-1262 340970, Chicagoland Commissary, LLC, 10770 W. Indianapolis Blvd., Hammond, IN, (773)633-5742 343172, East Chicago Donut, Inc., 1705 E. Columbus Dr, East Chicago, IN, (219)397-2007 344211, Grant Donut, Inc., 3360 Grant St, Gary, IN, (219)980-1680 345039, KPV INDIANAPOLIS, LLC, 1305 S. Range Line Rd., Carmel, IN, (317)853-6581 345052, KPV INDIANAPOLIS, LLC, 1216 W. 86th St, Indianapolis, IN, (317)569-9173 345307, KPV INDIANAPOLIS, LLC, 3850 N. Shadeland Ave, Indianapolis, IN, (317)541-1143 345343, KPV INDIANAPOLIS, LLC, 7015 S. Kentucky Ave, Indianapolis, IN, (317)821-8207

548

345866, KPV INDIANAPOLIS, LLC, 2560 E. 146th St, Carmel, IN, (317)844-4830 346076, KPV INDIANAPOLIS, LLC, 9839 E. US Hwy 36, Avon, IN, (317)271-7430 346332, ARHA INC, 7334 Indianapolis Blvd., Hammond, IN, (219)844-5332 346333, KPV INDIANAPOLIS, LLC, 7853 US 31 S, Indianapolis, IN, (317)888-9260 346590, COLDWATER DONUTS INC., 8051 Coldwater Rd., Fort Wayne, IN, (260)755-2355 346932, Benhase Holdings, LLC, 100 W. Eads Pkwy, Lawrenceburg, IN, (812)577-0580 347513, ST. JOE DONUTS INC., 5767 St. Joe Rd., Fort Wayne, IN, (260)486-9000 347595, KPV INDIANAPOLIS, LLC, 120 W. Smith Valley Rd., Greenwood, IN, (317)882-1480 347596, KPV INDIANAPOLIS, LLC, 13 Commerce Drive, Brownsburg, IN, (317)852-4380 348346, COLUMBIA CITY DONUTS INC., 545 W Connexion Way, Columbia City, IN, (260)244-2662 348827, Om CS Shelbyville Donuts Inc, 2546 E State Road 44, Shelbyville, IN, (317)398-7445 350187, KPV INDIANAPOLIS, LLC, 9926 E 79th St, Indianapolis, IN, (317)436-7714 350345, SACK ON 933, LLC, 52931 Indiana State Route 933, South Bend, IN, (574)387-4058 350371, KPV INDIANAPOLIS, LLC, 2120 Stafford Rd., Plainfield, IN, (317)839-7237 350816, SACK ON SOUTH MICHIGAN, LLC, 4336 S Michigan St, South Bend, IN, (574)387-4949 350979, ANJU DONUTS OF INDIANA LLC, 2711 E 10th St, Jeffersonville, IN, (812)913-0494 351422, TA Operating LLC, 4230 W US Highway 24, Petro Travel Center, Remington, IN, (219)261-2172 351689, Dave Donuts II LLC, 3325 Hart St, Gas Station, Dyer, IN, (219)227-8369 351911, Sack on Six, LLC, 335 County Road 6 E, Elkhart, IN, (574)264-6800 351971, ILLINOIS DONUTS INC., 10098 Illinois Rd., Fort Wayne, IN, (260)203-4250 351978, KPV INDIANAPOLIS, LLC, 8942 E 96th St, Fishers, IN, (317)288-2685 352208, CEDAR LAKE DONUTS, INC., 13302 Wicker Ave, Cedar Lake, IN, (219)390-7337 352413, JUST DESSERTS II, INC., 3 Joliet St, Dyer, IN, (219)322-0022 352549, DAVE DONUTS III, LLC, 10970 Broadway, Crown Point, IN, (219)663-1050 353016, Shri Laxmi Narayan, Inc., 151 Pine Lake Ave, La Porte, IN, (219)369-4957 354543, TEAL DONUTS, INC., 2131 Sagamore Pkwy S, Lafayette, IN, (765)447-3300 354808, LAKE STATION DONUTS, INC., 2345 Ripley St, Lake Station, IN, (219)963-6454 354836, KPV INDIANAPOLIS, LLC, 6842 Whitestown Pkwy, Zionsville, IN, (317)769-0283 355155, ANJU DONUTS OF INDIANA LLC, 3012 Saint Joe Rd., New Albany, IN, N/A 355156, Radhe Inc., 7955 E 108th Ave, Winfield, IN, (219)213-2395 355193, S.A.I. DONUTS INC., 3412 E Lincoln Highway, Merrillville, IN, (219)945-3278 355445, ANJANE INC, 10411 Calumet Ave, Munster, IN, (219)595-0609 355790, KPV INDIANAPOLIS, LLC, 950 Tournament Trl, Westfield, IN, (317)399-7556 355850, AILAN DONUTS I, INC., 2424 S 3rd St, Terre Haute, IN, (812)814-4099 355890, SACK ON BYPASS LLC, 415 N Nappanee St, Elkhart, IN, N/A 356138, NEW CHICAGO HOBART DONUTS, INC., 328 W 37th Ave, New Chicago, IN, (219)963-6023 356333, Sack on Goshen 33, LLC, 1952 Lincolnway E, Goshen, IN, (574)584-5733 356384, LAFAYETTE DONUTS INC., 4901 SR 26 E, Lafayette, IN, (765)447-5415 356505, MARION DONUTS INC., 830 N Baldwin Ave, Marion, IN, (765)573-6459 356711, ALANI DONUTS, INC., 1895 Crisman Rd., Portage, IN, (219)734-6562 356841, KPV INDIANAPOLIS, LLC, 7950 S Emerson Ave, Indianapolis, IN, (317)215-4638 357250, Pilot Travel Centers LLC, 389 Rochester Crossing Dr, Rochester, IN, (574)223-4280 357296, Centerplate, Inc, 500 S Capitol Ave, Lucas Oil Stadium, Indianapolis, IN, N/A 358096, Fort Wayne Donuts Inc., 9821 Lima Rd., Fort Wayne, IN, (260)489-5449 358230, VETERANS DONUTS, INC., 2049 Veterans Memorial Pkwy S, Lafayette, IN, (765)477-1550 358250, KPV INDIANAPOLIS, LLC, 9800 N Michigan Ave, Carmel, IN, (317)956-5377 358450, SHREE AKSHAR, INC., 2234 E Center St, Warsaw, IN, (574)306-4265 358498, KPV INDIANAPOLIS, LLC, 11614 Allisonville Rd., Fishers, IN, (317)436-7512 358738, Fishers Donuts, Inc., 12660 E 116th St, Fishers, IN, (317)288-0719 358891, MARUTI DONUTS 2, INC., 850 N Green River Rd., Evansville, IN, (812)303-5797 358993, OM GREENSBURG DONUTS INC, 1801 N Lincoln St, Greensburg, IN, (812)410-5940 359168, SACK ON GRAPE, LLC, 5325 Grape Rd., Mishawaka, IN, (574)387-5530 359225, Pilot Travel Centers LLC, 3105 S Doyle Rd., New Haven, IN, (260)493-4035 Kansas 304360, Pinku & Chintu Inc., 521 W 23rd St, Lawrence, KS, (785)749-5015 347096, G.M.P., L.L.C., 1400 W 6th St, Lawrence, KS, (785)856-2366 348358, Verona Key LLC, 7722 W 151st St, Overland Park, KS, (913)396-6316 348369, Verona Key LLC, 7446 Metcalf Ave, Overland Park, KS, (913)396-6316 349522, HEARTLAND RESTAURANTS, LLC, 8000 SE I-70, Topeka Service Plaza, Tecumseh, KS, (785)379-9930 349814, Verona Key LLC, 18051 W 119th St, Olathe, KS, (913)396-6316 351242, Verona Key LLC, 12137 Shawnee Mission Pkwy, Shawnee, KS, (913)396-6316 351748, HEARTLAND RESTAURANTS, LLC, Kansas Turnpike, Matfield Green Service Plaza, Cassoday, KS, (620)735-4491 351768, HEARTLAND RESTAURANTS, LLC, Kansas Turnpike, Towanda Service Plaza, El Dorado, KS, (316)536-2322 352265, Verona Key LLC, 12075 W 87th St Parkway, Lenexa, KS, (913)396-6316

549

353752, NewDays, LLC, 333 S West St, Wichita, KS, (316)944-0047 353805, QSR STORE 10, LLC, 4009 SW 21st St, Topeka, KS, (785)272-2225 353835, MSE Branded Foods of Wichita, LLC, 2299 S Airport Rd., Wichita Airport, Wichita, KS, (316)946-1801 354098, MSE Branded Foods of Wichita, LLC, 2299 S Airport Rd., Wichita Airport, Wichita, KS, (316)946-1801 354099, MSE Branded Foods of Wichita, LLC, 2299 S Airport Rd., Wichita Airport, Wichita, KS, (316)946-1801 354351, NewDays, LLC, 11310 East 21st St N, Wichita, KS, (316)315-0688 354483, Leiszler Fare, LLC, 409 McCall Rd., Manhattan, KS, (785)539-4993 354847, Leiszler Fare, LLC, 2000 Industrial Rd., Emporia, KS, (620)342-9424 355705, NewDays, LLC, 321 S Andover Rd., Andover, KS, (316)733-2889 355937, Minit Mart LLC, 10303 Leavenworth Rd., Kansas City, KS, (913)299-6767 356035, Verona Key LLC, 6705 W 119th St, Overland Park, KS, (913)396-6316 356837, QUEEN ENTERPRISES, LLC, 309 N Hospital Dr, Price Chopper, Paola, KS, (913)557-5666 357662, Leiszler Fare, LLC, 807 W US Highway 24, Wamego, KS, N/A 358028, NewDays, LLC, 2560 N Rock Rd., Derby, KS, (316)858-5418 358543, Verona Key LLC, 9134 Woodend Rd., Edwardsville, KS, N/A 358544, Verona Key LLC, 23000 W 83rd St, Lenexa, KS, N/A 359025, NewDays, LLC, 364 N Rock Rd., Wichita, KS, (316)712-4057 359340, Verona Key LLC, 22350 S Harrison St, Spring Hill, KS, N/A 359367, Verona Key LLC, 501 Commercial Dr, Bonner Springs, KS, N/A Kentucky 346994, Lexington Donuts LLC, 1306 South Broadway, Lexington, KY, (859)523-2899 348373, Daulton Duo Franchise, Inc., 2435 Nashville Rd., Bowling Green, KY, (270)843-4886 348715, TA Operating LLC, 554 Glendale Hodgenville Rd., Glendale, KY, (270)369-6576 349989, Radharam LLC, 3011 Frederica St, Owensboro, KY, (270)686-8200 350113, Four Dough, LLC, 3199 Jackson St, Paducah, KY, (270)534-5322 350373, Four Dough, LLC, 300 N 12th St, Murray, KY, (270)761-3865 350717, Wild Buck Donuts 3, LLC, 525 S Highway 27, Somerset, KY, (606)416-5933 351288, ANJU DONUTS OF LOUISVILLE LLC, 12401 Shelbyville Rd., Louisville, KY, (502)384-9276 351898, NAMAN DONUTS, LLC, 508 Commonwealth Ave, Erlanger, KY, (859)727-2700 351901, DN LEX, LLC, 4000 Terminal Dr, Blue Grass Airport, Lexington, KY, (859)254-7201 352137, ANJU DONUTS OF LOUISVILLE LLC, 2815 Fern Valley Rd., Louisville, KY, (502)915-8843 352666, ANJU DONUTS OF LOUISVILLE LLC, 4601 Dixie Hwy, Shively, KY, (502)890-4816 353339, Wild Buck Donuts, LLC, 1029 Sylvia Dr, Richmond, KY, (859)353-8642 353447, The Paradies Shops, LLC, 4000 Terminal Dr, Blue Grass Airport, Lexington, KY, N/A 353573, ANJU DONUTS OF LOUISVILLE LLC, 320 S 4th St, Louisville, KY, (502)384-8094 353816, Minit Mart LLC, 3411 Louisville Rd., Bowling Green, KY, (270)842-4255 354362, Minit Mart LLC, 557 S L Rogers Wells Blvd. Glasgow TA, Glasgow, KY, (270)659-0182 354642, ANJU DONUTS OF LOUISVILLE LLC, 9913 Brownsboro Rd., Louisville, KY, (502)919-7671 354744, Bapa Newburg Donuts, LLC, 3333 Newburg Rd., Louisville, KY, (502)384-6718 354933, Four Dough, LLC, 5194 Hinkleville Rd., Paducah, KY, (270)557-7652 355428, BAPA CAMP BROADWAY DONUTS, LLC, 509 E Broadway, Campbellsville, KY, (270)283-4074 357166, 316 New Circle Donuts LLC, 316 E New Circle Rd., Lexington, KY, (859)368-0076 357187, NKH DONUTS LLC, 59 Broadway St, Dry Ridge, KY, (859)823-0777 357233, Gilligan Company, LLC, 1085 Burlington Pike, Florence, KY, (859)525-5400 358134, SHREEJI DONUTS, LLC, 140 Shadowmeade Ln, Mount Washington, KY, N/A 358227, Anju Donuts of Shelbyville, LLC, 1530 Midland Trail, Shelbyville, KY, (502)437-5733 358613, Pilot Travel Centers LLC, 205 Pendleton Rd., Pendleton, KY, (502)743-5222 358657, Hari Donuts Limited Liability Company, 5201 Preston Highway, Louisville, KY, (502)890-5007 358660, Gilligan Company, LLC, 4765 Alexandria Pike, Cold Spring, KY, (859)525-5401 358771, HARTMAN HOLDINGS, INC., 1600 Spearhead Division Ave, Fort Knox, KY, N/A 358835, RJB Donuts LLC, 3163 Dixie Hwy, Erlanger, KY, (859)898-3188 358892, CBG Fort Campbell LLC, 71001 Market Garden Rd., Fort Campbell, KY, (270)985-5023 Louisana 350870, Falting Dreams LLC, 1701 Jimmie Davis Hwy, Bossier City, LA, (318)588-5588 352056, BBC Foods LLC, 1334 W Airline Hwy, La Place, LA, (985)359-9244 353772, BBC Foods LLC, 1111 Greengate Dr, Covington, LA, (985)590-4040 354272, YOUREE DRIVE DONUTS LLC, 5705 Youree Dr, Shreveport, LA, N/A 358017, SWLA DELIGHTS, L.L.C., 4990 E McNeese St, Lake Charles, LA, (337)475-7666 358208, Pilot Travel Centers LLC, 490 N Elm St, Haughton, LA, (318)390-9709 358228, Pilot Travel Centers LLC, 10405 Airline Highway, Saint Rose, LA, (504)472-0771 358570, SWLA DELIGHTS, L.L.C., 621 E Milton Ave, Lafayette, LA, (337)244-6567 358788, SWLA DELIGHTS, L.L.C., 800 Sampson St, Westlake, LA, (337)244-6567 358789, SWLA DELIGHTS, L.L.C., 100 Rees St, Breaux Bridge, LA, (337)244-6567

550

Massachusetts 300178, Ventura Baking Corp., 99 High St, Danvers, MA, (978)777-7003 300179, Braga Donuts Six, Inc., 17 Railroad Ave, Rockport, MA, (978)546-1603 300205, NORTH CANTON DONUTS, INC., 22 Washington St, Canton, MA, (781)561-1291 300208, Montello Donuts, Inc., 66 Montello St, Brockton, MA, (508)583-9754 300210, Landing Donuts, LLC, 77 Washington St, Weymouth, MA, (781)335-9650 300212, Leone's Donut Shop, Inc., 76 Middlesex Ave, Somerville, MA, (617)623-5820 300215, T.M.C. Donuts, Inc., 533 Broadway Rt 1 South, Saugus, MA, (781)233-9831 300223, Mass Ave. Donuts, LLC, 616 Massachusetts Ave, Cambridge, MA, (617)354-8944 300232, S & C Donuts, Inc., 401 Watertown St, Newton, MA, (617)527-9688 300236, Holie Donut III, Inc., 276 Beacham St, Chelsea, MA, (617)466-0451 300240, RMG Donuts, LLC, 13-15 Maverick Sq, East Boston, MA, (617)569-2576 300252, Epstein Porter I, LLC, 1 White St, Cambridge, MA, (617)354-8336 300255, Quincy Donuts, Inc., 543 Southern Artery, Quincy, MA, (617)472-9502 300258, Blake & Trombley, Inc., 5 Central St, Winchendon, MA, (978)297-2983 300259, Newton Donuts, Inc., 940 Boylston St, Newton, MA, (617)964-9819 300264, Rockdale Donuts, Inc., 19 Rockdale Ave, New Bedford, MA, (508)996-4520 300277, Natalia Donuts, Inc., 185 Cambridge Rd. Woburn Four Corners, Woburn, MA, (781)935-9847 300301, Lynn Donuts, Inc., 333 Lynnway, Lynn, MA, (781)599-9435 300303, Proinova, LLC, 406 New State Hwy (Rt 44), Raynham, MA, (508)967-7187 300305, B & R Donuts, Inc., 214 N. Beacon St, Brighton, MA, (617)254-9433 300309, DARTMOUTH MANAGEMENT GROUP, LLC, 15 Robeson St, Fall River, MA, (508)672-9406 300314, Harold Crockett Company, Inc., 875 Morrissey Blvd., Dorchester, MA, (617)436-6877 300316, A C Donuts, Inc., 819 Western Ave, Lynn, MA, (781)595-9263 300319, Millenium Grind, LLC, 131 Nauset St, New Bedford, MA, (508)993-4860 300323, Grade, Inc., 411 Cabot St, Beverly, MA, (978)922-9727 300325, J & L DONUTS, INC., 3 Central St, Peabody, MA, (978)531-9788 300326, South Broadway Donuts, LLC, 50 S Broadway, Lawrence, MA, (978)686-2855 300331, Cape Cod Enterprises, LLC, 627 Main St, Hyannis, MA, (508)775-9668 300338, Shrewsbury Donuts, Inc., 118 Boston Tpke, Shrewsbury, MA, (508)753-9831 300353, Drew's Donuts, Inc., 152 Washington St, Salem, MA, (978)744-9888 300368, Framingham Donuts, Inc., 266 Concord St, Framingham, MA, (508)872-0785 300417, Omega Foods, Inc., 715 Boylston St, Boston, MA, (617)267-7153 300497, Braga Donuts, Inc., 205 Main St, Gloucester, MA, (978)281-2909 300498, Watertown Donuts, Inc., 49 Mount Auburn St, Watertown, MA, (617)924-9239 300503, First Donuts L.L.C., 18 1st St, Pittsfield, MA, (413)499-0371 300507, Memorial Donuts, Inc., 820 Memorial Dr, Chicopee, MA, (413)593-1184 300533, Villa Franca Donuts, Inc., 93 Main St, Westfield, MA, (413)562-5913 300565, J & O Donuts, Inc., 128 Main St, Webster, MA, (508)943-0566 300571, C.M.B. Medeiros Inc., 57 Eastern Ave, Malden, MA, (781)324-0186 300572, Da-Lel Corporation, 282 Somerville Ave, Somerville, MA, (617)623-9703 300580, GNT, LLC, 2 Chace Rd., East Freetown, MA, (508)763-2262 300584, Adie-Conway, Inc., 105 Chelmsford St, Chelmsford, MA, (978)256-9845 300631, Lori Donuts, Inc., 397 College Hwy, Southwick, MA, (413)569-9144 300650, MORTON DONUT INC., 755 Main St, South Weymouth, MA, (781)335-9346 300660, Roslindale Donuts, Inc., 4175 Washington St, Roslindale, MA, (617)323-9851 300662, RMG Donuts, LLC, 951 Bennington St, East Boston, MA, (617)569-4919 300663, Northampton Donuts, Inc., 132 King St, Northampton, MA, (413)587-0161 300694, S & S Donuts, LLC, 145 Broadway, Revere, MA, (781)286-9099 300764, Greenfield Donuts, Inc., 60 Mohawk Trl, Greenfield, MA, (413)773-9137 300782, Furtado Donuts, Inc., 339 Main St, Saugus, MA, (781)233-0552 300791, The Epstein Porter II LLC, 11 Austin St, Charlestown, MA, (617)242-4396 300827, Coolidge Donuts, Inc., 635 Mount Auburn St, Watertown, MA, (617)924-9721 300839, Melrose LLC, 348 Main St, Melrose, MA, (781)662-0744 300925, MA Donuts I, Inc., 544 S Washington St, North Attleboro, MA, (508)695-6820 300974, Lori Donuts, Inc., 1918 Wilbraham Rd., Springfield, MA, (413)783-1403 300991, Attleboro Donuts, Inc., 134 Pleasant St, Attleboro, MA, (508)222-8758 301216, C & M Donuts, Inc., 141 Nahatan St, Norwood, MA, (781)762-0176 301217, Tori, LLC, 477 Beach St, Revere, MA, (781)284-9815 301287, New Generation Donuts, LLC, 614 Main St, Falmouth, MA, (508)548-4496 301291, Jo-Ad Realty, LLC, 419-423 Main St, Southbridge, MA, (508)765-2500 301292, Roxbury Donuts, Inc., 757 Centre St, Jamaica Plain, MA, (617)522-8637 301304, Atlantic Retailing, Inc., 373 Waltham St, Lexington, MA, (781)862-3350 301308, GLOBE CORNERS MFG. CO., INC., 499 Globe St, Fall River, MA, (508)678-9705 301352, Plain St. Donuts, Inc., 5 Chestnut St, Duxbury, MA, (781)934-9492

551

301355, C M & R Donuts, Inc., 651 Rogers St, Lowell, MA, (978)452-8612 301367, North Adams Donuts, LLC, 5 Union St, North Adams, MA, (413)662-2274 301401, Pearl St. Donuts, Inc., 317 N Pearl St, Brockton, MA, (508)588-9722 301429, Cape Cod Enterprises, LLC, 2300 State Rd., Plymouth, MA, (508)888-0146 301446, Mansfield Donuts, Inc., 45 Chauncy St, Mansfield, MA, (508)337-6730 301495, D.D.J., Inc., 17 Sutton Ave, Oxford, MA, (508)987-0417 301538, NOR-Op LLC, 70 W Main St, Northborough, MA, (508)393-9441 301582, Wareham Management Group, LLC, 3052 Cranberry Hwy, Buzzards Bay, MA, (508)295-2501 301583, Whiting St. Donuts, Inc., 187 Whiting St, Hingham, MA, (781)749-0245 301613, Wilmington Donuts, Inc., 321 Main St, Wilmington, MA, (978)658-8344 301622, JJEC Donuts, LLC, 709 State Rd., Stop & Shop, Plymouth, MA, (508)224-1566 301630, Villa Franca Donuts, Inc., Elm Street Rt 10 & 202, Mobil, Westfield, MA, (413)562-5913 301645, Second Generation Donuts, LLC, 125 Hancock St, North Quincy, MA, (617)328-3407 301650, SOMERSET MANUFACTURING CO. INC., 978 County St, Somerset, MA, (508)673-4809 301671, S. C. G. K., Inc., 328 Wilbur Ave, Swansea, MA, (508)676-6621 301676, Cafe Management Associates, LLC, 600 Page St, Avon, MA, (508)588-9753 301679, Market Donuts, Inc., 608 S Union St, Lawrence, MA, (978)975-8804 301691, Acropolis-Op, LLC, 407 Amesbury Rd., Haverhill, MA, (978)374-3299 301696, Coffee Grinder Donuts, Inc., 400 Washington St, Westwood, MA, (781)329-2539 301697, THE WALDWIN GROUP INCORPORATED, 283 Huntington Ave, Boston, MA, (617)267-0357 301722, Morley Doughnuts, Inc., 859 Main St, Waltham, MA, (781)893-8641 301729, Cape Management Team, LLC, 1050 Route 28, South Yarmouth, MA, (508)394-0138 301730, Boston Road Donuts, LLC, 647 Boston Rd., Billerica, MA, (978)667-9152 301738, Broadway-Op LLC, 614 Broadway, Haverhill, MA, (978)374-3164 301752, NORTH CANTON DONUTS, INC., 145 Sharon St, Mobil Station, Stoughton, MA, (781)344-5784 301772, Cape Cod Enterprises, LLC, 111 Route 6A, Sandwich, MA, (508)833-1970 301773, Adam Donuts, Inc., 211 Lowell St, Wilmington, MA, (978)988-0755 301775, Walk Hill Donuts, Inc., 7 Walk Hill St, Jamaica Plain, MA, (617)983-1902 301903, Quincy Donuts, Inc., 1250 Hancock St, Quincy, MA, (617)376-2537 301912, Salisbury LLC, 15 Lafayette Rd., Salisbury, MA, (978)463-9338 301937, Allco Donuts, LLC, 141 Massachusetts Ave, Lexington, MA, (781)430-0711 301941, VALS Donuts, Inc., 364 Boston Ave, Medford, MA, (781)395-6857 301943, Grafton Donuts, Inc., 72 Worcester St, Grafton, MA, (508)839-8907 301946, Lower Mills Donuts, Inc., 2290 Dorchester Ave, Dorchester, MA, (617)298-2304 301949, Boston St. Donuts, Inc., 256 Boston St, Dorchester, MA, (617)288-8361 302030, Tewksbury Donut Corp., 1081 Gorham St, Lowell, MA, (978)454-2616 302117, Silca Donuts, Inc., 20 Plaistow Rd., Haverhill, MA, (978)521-3926 302124, M & N Donuts, Inc., 79 Andover St, Danvers, MA, (978)774-9883 302169, Bedford Donuts, Inc., 308 Great Rd., Bedford, MA, (781)275-9856 302173, East Main St. Donuts, Inc., 269 E Main St, Marlborough, MA, (508)485-9710 302195, L R Donuts, LLC, 210 Harvard Ave, Allston, MA, (617)232-3402 302363, Cape Cod Enterprises, LLC, Route 130, Sandwich, MA, (508)888-7123 302378, KCM Donuts, Inc., 151 Main St, Fitchburg, MA, (978)345-1670 302400, MAIA, LLC, 125 Main St Woodmans Plaza, Essex, MA, (978)768-6961 302415, Kristakait Donuts, Inc., 847 Dorchester Ave, Dorchester, MA, (617)288-5988 302459, Bee Food, Inc., 1 Congress St, Boston, MA, (617)742-6682 302488, Crescent St. Donuts, Inc., 635 Crescent St, Brockton, MA, (508)427-9811 302495, AAH, Corp., 77 W State St, Granby, MA, (413)467-3636 302521, New Generation Donuts, LLC, 322 Palmer Ave, Texaco Station, Falmouth, MA, (508)548-4496 302531, C & S Donuts Corporation, 504 Broadway, Somerville, MA, (617)623-9574 302577, ACM DONUTS, LLC, 44 Great Rd., Mobil Gas, Acton, MA, (978)371-9227 302587, Whitman Donuts, Inc., 487 Liberty St, Hanson, MA, (781)294-8262 302599, Bellingham Donuts, Inc., 189 Hartford Ave, Bellingham, MA, (508)966-2925 302611, Plainville Donuts, Inc., 4 Taunton St, Plainville, MA, (508)695-9945 302620, Newtonville Donuts, Inc., 829 Washington St, Newton, MA, (617)969-8991 302633, DP Donuts, LLC, 285 Washington St, North Easton, MA, (508)297-0289 302643, ARLINGTON COFFEE CONNECTION, LLC, 101 Broadway, Arlington, MA, (781)777-1296 302652, Samoset St. Donuts, Inc., 110 Independence Mall Rd., Kingston, MA, (781)422-2268 302654, Fellsway Donuts, Inc., 430 Salem St, Medford, MA, (781)395-9302 302657, T.J. Donuts, Inc., 183 Summer St, Kingston, MA, (781)585-3369 302670, Cobble Hill Donuts, Inc., 99 Cambridge St, Charlestown, MA, (617)242-9406 302671, Broadway Donuts I, Inc., 903 Broadway, Everett, MA, (617)294-4031 302673, Epstein-Porter Trust, 519 Somerville Ave, Somerville, MA, (617)628-3355 302675, Kristen, LLC, 454 Main St, Reading, MA, (781)944-9799 302676, Sunnyhurst Donuts, Inc., 196 Main St, Stoneham, MA, (781)438-9713

552

302677, C & C Donuts, Inc., 195 Main St, Wilmington, MA, (978)658-5084 302678, Washington Donuts, Inc., 344 Washington St, Woburn, MA, (781)933-7907 302682, C.A. Donuts I, Inc., 155 Spring St, West Roxbury, MA, (617)469-0863 302683, Gremada Donuts, LLC, 729 Boston Rd., Billerica, MA, (978)670-6387 302686, BROADWAY DONUTS II, INC., 524 Broadway, Everett, MA, (617)387-8818 302691, Marblehead Donuts, Inc., 161 Pleasant St, Marblehead, MA, (781)990-1853 302693, Adams Plaza Donuts, Inc., 550 Adams St, Quincy, MA, (617)773-0795 302710, Watermark Donut Company, Inc., 750 Washington St, NE Medical Ctr, Boston, MA, (617)542-6165 302723, Wareham Management Group, LLC, 2360 Cranberry Hwy, Wareham, MA, (508)291-2214 302739, Worcester Donuts, Inc., 295 Shrewsbury St, Worcester, MA, (508)757-6168 302775, Paraskevi, LLC, 672 Lowell St, Peabody, MA, (978)535-3217 302776, Ashmont Donuts, Inc., 1931 Dorchester Ave, Dorchester, MA, (617)825-7707 302782, Courtyard Donuts, Inc., 5 3rd St, Cambridge, MA, (617)547-9622 302800, Ashland Donuts, Inc., 334 Waverly St, Framingham, MA, (508)628-1819 302804, Allco II, Inc., 379 Alewife Brook Pky, Gulf Gas, Somerville, MA, (617)718-0383 302817, Park Avenue Donuts, Inc., 1283 Main St, Worcester, MA, (508)798-2159 302820, Fitchburg Donuts, Inc., 580 John Fitch Hwy, Fitchburg, MA, (978)343-9754 302861, Centerville Donut Corporation, 315 Bridge St, Lowell, MA, (978)452-8198 302880, Holie Donut II, Inc., 372 Washington Ave, Chelsea, MA, (617)884-5232 302883, Lynnfield LLC, 7 Post Office Sq, Lynnfield, MA, (781)596-1752 302910, Marval, Inc., 692 Cochituate Rd., Framingham, MA, (508)665-4002 302940, Read-Sal LLC, 273 Salem St, Reading, MA, (781)944-2340 302944, Dander Donuts, Inc., 366 Centre St, Quincy, MA, (617)376-4764 302968, Sugar Donuts, Inc., 116 Lewis St, Lynn, MA, (781)593-0070 302974, Depot Donuts, Inc., 700 Depot St, North Easton, MA, (508)230-0070 302975, T.J. Donuts, Inc., 136 Main St, Kingston, MA, (781)585-2898 302987, JLC Donuts, Inc., 244 W Boylston St, West Boylston, MA, (508)835-2821 302989, Hancock St. Donuts, Inc., 1172 Washington St, Braintree, MA, (781)849-9343 302993, John-Kevin Donuts, Inc., 510 Southampton St, Boston, MA, (617)269-9894 302994, Allco Donuts, LLC, 21 Summer St, Arlington, MA, (781)648-9527 303451, Glennco, Inc., 1001 N Main St, Brockton, MA, (508)583-9459 303452, Granite St. Donuts, Inc., 551 Granite St, Braintree, MA, (781)843-9830 303453, Donovan Services, Inc., 951 Worcester St Rt 9 West, Wellesley, MA, (781)235-1269 303454, Greenbridge Donuts, LLC, 645 Bridge St, North Weymouth, MA, (781)335-9771 303455, Fellsway Donuts, Inc., 620 Fellsway, Medford, MA, (781)395-9727 303457, CDT Donuts, Inc., 265 Boylston St, Brookline, MA, (617)731-9007 303458, 517 Fram Co., LLC, 517 Worcester Rd., Framingham, MA, (508)872-6581 303461, Blake & Trombley, Inc., 33 Pearson Blvd., Gardner, MA, (978)632-0474 303462, Donovan Services, Inc., 95 Franklin St, Quincy, MA, (617)472-9240 303463, MCK DONUTS, INC., 797 Main St, Winchester, MA, (781)721-4814 303464, Brockton Ave. Donuts, Inc., 259 Brockton Ave, Abington, MA, (781)878-6902 303465, GEN 2 LLC, 171 Broad St, Bridgewater, MA, (508)697-6295 303466, East Grove Street Donuts, Inc., 3 E Grove St, Middleboro, MA, (508)947-9794 303469, C T Donuts, Inc., 231 Union St, New Bedford, MA, (508)997-3047 303474, Vangeli77, LLC, 623 Fall River Ave, Seekonk, MA, (508)336-6036 303479, R.B.J. Donut Co., Inc., 83 Everett Ave, Chelsea, MA, (617)884-5443 303480, M. D. Of Fall River, Inc., 64 Rhode Island Ave, Fall River, MA, (508)672-9205 303482, Chios Donuts, LLC, 648 County St, Taunton, MA, (508)823-3447 303485, Gildas L. Bettencourt, 1777 Bridge St, Dracut, MA, (978)459-3656 303486, DomDom, LLC, 296 Winthrop St, Taunton, MA, (508)822-3190 303488, Wareham Management Group, LLC, 419 Main St, Wareham, MA, (508)295-4032 303490, DARTMOUTH MANAGEMENT GROUP, LLC, 657 Pleasant St, Fall River, MA, (508)679-1149 303857, Salvi's Donuts, LLC, 35 Squire Rd., Revere, MA, (781)284-9777 304046, V & O Donuts, LLC, 162-180 Bridge St, Weymouth, MA, (781)335-3860 304137, Hyde Park Alepede, Inc., 1200 Hyde Park Ave, Hyde Park, MA, (617)364-2010 304156, G & M Donut Co., Inc., 21 Providence Hwy, East Walpole, MA, (508)668-5928 304158, M.C. Donuts, Inc., 25 Boston St, Lynn, MA, (781)599-9445 304178, D. C. Donuts, Inc., 1204 Broadway Rt 1 North, Saugus, MA, (781)233-6398 304192, O & N Donuts, Inc., 490 Lincoln St, Worcester, MA, (508)852-0953 304202, VALS Donuts, Inc., 154 Main St, Medford, MA, (781)395-9847 304216, Bob's Donuts, Inc., 68 Boston St, Salem, MA, (978)741-8658 304225, Drum Hill Donut Corp, 80 Drum Hill Rd., Chelmsford, MA, (978)458-0927 304242, Allco Donuts, LLC, 1234 Massachusetts Ave, Arlington, MA, (781)430-0697 304244, M & N Donuts, Inc., 50 Independence Way, Liberty Tree Mall, Danvers, MA, (978)777-2531 304340, Tewksbury Donut Corp., 1699 Shawsheen Rd., Tewksbury, MA, (978)640-7971

553

304349, Freeport Street Donuts, Inc., 1236 Dorchester Ave, Dorchester, MA, (617)282-5500 304354, THE WALDWIN GROUP INCORPORATED, 2360 Washington St, Roxbury, MA, (617)427-2800 304355, THE WALDWIN GROUP INCORPORATED, 1131 Tremont St, Ruggles T Station, Boston, MA, (617)536-7447 304366, DENT Donuts, LLC, 109 Route 137, Harwich, MA, (508)432-1700 304379, Middlesex Village Donut Corp., 1373 Lakeview Ave, Dracut, MA, (978)957-4989 304380, Middlesex Village Donut Corp., 1198 Mammoth Rd., Dracut, MA, (978)957-4489 304390, A & S BAKERY, LLC, 138 S Main St, Fall River, MA, (508)676-7851 304399, Water Donuts, Inc., 21 E Water St, Rockland, MA, (781)878-1930 304421, South Attleboro Donuts, Inc., 337 Washington St, Attleboro, MA, (508)399-8521 304459, Main Street Donuts, Inc., 845 Main St, Worcester, MA, (508)753-9555 304516, Dean Serpa Co., Inc., 41 Enon St, Beverly, MA, (978)922-6355 304560, HL Donuts, LLC, 179 Brighton Ave, Allston, MA, (617)787-3462 304598, Hub Donuts, Inc., 201 Alewife Brook Pky, Cambridge, MA, (617)492-9107 304601, Burlington Donuts, Inc., 182a Cambridge St, Burlington, MA, (781)272-9681 304648, Skip Sagris Enterprises, Inc., 181 Boston Rd., North Billerica, MA, (978)663-5377 304654, Som-Cas Corp., 220 Broadway, Somerville, MA, (617)623-9194 304673, Alepede, Inc., 1170 Worcester Rd., Framingham, MA, (508)875-1023 304685, BLUE SKY DONUTS, INC., 2070 Bay St, Taunton, MA, (508)828-1997 304738, Main Street Donuts, Inc., 185 Madison St, Gulf, Worcester, MA, (508)757-3991 304749, Jason Donuts, Inc., 177 Columbia St, Adams, MA, (413)743-4973 304755, C and A Donuts Inc., 99 Winthrop Ave 4, Lawrence, MA, (978)685-7598 304793, Belmont Donuts, Inc., 568 Belmont Ave, Springfield, MA, (413)733-5193 304802, Hanover Donuts, Inc, 1251 Washington St, Hanover, MA, (781)826-6641 304814, B & V, Inc., 990 Grafton St, Worcester, MA, (508)756-0565 304921, Sardinha Donuts, Inc., 70 Storey Ave, Newburyport, MA, (978)462-2848 304922, Needham Street Donuts, Inc., 138 Needham St, Newton, MA, (617)527-9489 304923, South Main Street Donuts L.L.C., 494 Main St, Great Barrington, MA, (413)528-8154 304937, AAH, Corp., 1559 N Main St, Palmer, MA, (413)284-0163 304968, Andover Donuts, Inc., 349 N Main St, Andover, MA, (978)475-6994 306035, Nancy Donuts, LLC, 1200 Fall River Ave, Seekonk, MA, (508)336-4226 306054, ACM DONUTS, LLC, 100 Powdermill Rd. , Acton, MA, (978)461-9389 306081, Wrentham Donuts, Inc., 29 Franklin St, Wrentham, MA, (508)384-9801 306083, Natdun, LLC, 1362 Worcester St, Natick, MA, (508)655-1573 306103, East Bay Donuts, Inc., 81a Main St Route 109, Medway, MA, (508)533-2313 306105, Haverhill Street Donuts, LLC, 188 Haverhill St, Methuen, MA, (978)688-8572 306106, WESTWOOD DONUTS, INC., 208 Providence Hgwy, Westwood, MA, (781)329-2102 306131, Tim Donuts, Inc., 784 River St, Haverhill, MA, (978)373-2224 306139, THE WALDWIN GROUP INCORPORATED, 153 Massachusetts Ave, Boston, MA, (617)247-3861 306170, Squantum Donuts, Inc., 388 E. Squantum St, North Quincy, MA, (617)328-6927 306228, GEN 2 LLC, 955 Pleasant St, Bridgewater, MA, (508)697-3675 306232, Noread Main-Op LLC, 13 Main St, North Reading, MA, (978)664-3617 306233, 160 Littleton Road Donuts, LLC, 160 Littleton Rd., Westford, MA, (978)692-9091 306272, City Line Donuts, Inc., 283 Middlesex Ave, Medford, MA, (781)395-0941 306307, Middlesex Village Donut Corp., 1505 Middlesex St, Lowell, MA, (978)937-7404 306337, Amesbury, LLC, 80 Macy St, Amesbury, MA, (978)388-3076 306388, Dant-Chris Corporation, 980 Eastern Ave, Malden, MA, (781)324-9625 306406, Omid's Donuts, Inc., 209 N Harvard St, Allston, MA, (617)254-5475 306427, G.S.T., Inc., 2368 G A R Hwy, Swansea, MA, (508)379-9804 306582, L. A. Donuts, Inc., 1955 Beacon St, Brighton, MA, (617)738-0603 306592, SERENDIPITY DONUTS, INC., 285 County St, Attleboro, MA, (508)222-5366 306611, Hellas-Op, LLC, 259 Lincoln Ave, Haverhill, MA, (978)521-1250 306673, Tewksbury Donut Corp., 1973 Main St, Tewksbury, MA, (978)851-7746 306733, Fernando Donuts, LLC, 129 Main St, North Andover, MA, (978)794-0466 306761, Tyngsboro-Op, LLC, 440 Middlesex Rd., Tyngsboro, MA, (978)649-5547 306790, C G T, INC., 717 Southbridge St, Auburn, MA, (508)832-0485 306798, Fabio Donuts, Inc., 260 S Main St, Middleton, MA, (978)750-4649 306820, C & R Donuts, Inc., 687 Hancock St, Quincy, MA, (617)773-8742 306848, Tonka Donuts, Inc., 4 Harvard Ave, Medford, MA, (781)488-3374 307013, Lawrence Donuts, Inc., 579 Andover St, Lawrence, MA, (978)688-7443 307078, B & C DONUTS, INC., 876a Lexington St, Waltham, MA, (781)893-9880 307104, Park Avenue Donuts, Inc., 60 S Ludlow St, Worcester, MA, (508)753-0935 307305, Dorchester Avenue Donuts, Inc., 1580-A Dorchester Ave, Dorchester, MA, (617)288-3302 307334, Mason Donuts, LLC, 331 Russell St, Hadley, MA, (413)586-2348 307356, Leominster Donuts, Inc., 804 N Main St, Leominster, MA, (978)537-6092 307416, Vbm, Inc., 124 Turnpike Rd., Westborough, MA, (508)366-5784

554

307420, Walliston Donuts, Inc., 937 Bedford St, Abington, MA, (781)982-1899 307435, Salem Donuts, Inc., 31 Bridge St, Salem, MA, (978)741-1353 307450, PRESIDENT AVE DONUTS, LLC, 101 President Ave, Fall River, MA, (774)488-3378 307460, SOUTH SHORE MANAGEMENT GROUP, LLC, 39 Warren St, Randolph, MA, (781)963-9753 307468, Capi Donuts, Inc., 62a Montvale Ave, Stoneham, MA, (781)438-5536 307490, Aylit, LLC, 16 Park St, Ayer, MA, (978)772-3209 307497, Liva Donuts, LLC, 6 Lord Sq, Ipswich, MA, (978)356-0130 307501, Watermark Donut Company, Inc., 106 Cambridge St, Boston, MA, (617)523-4463 307510, MA Donuts I, Inc., 999 S Washington St, Emerald Square Mall, North Attleboro, MA, (508)643-0577 307525, CDT Donuts, Inc., 1008 Beacon St, Brookline, MA, (617)731-9063 307560, Abington Donuts, Inc., 240 Ivory St, Braintree, MA, (781)843-6503 307633, Casa Donuts, Inc., 201 Canal St, Salem, MA, (978)744-6935 307668, Cape Cod Enterprises, LLC, 24 Meetinghouse Ln, Sagamore Beach, MA, (508)888-5312 307713, New Generation Donuts, LLC, 634 N Falmouth Hwy, North Falmouth, MA, (508)563-3325 307795, Cape Cod Enterprises, LLC, Route 132 - Liberty Sq, Hyannis, MA, (508)790-1843 307832, Monevasia LLC, 312 Maple St, Marlborough, MA, (508)460-6281 307877, Valdough, Inc., 49 River St, Waltham, MA, (781)891-5565 307878, Dalton Donuts L.L.C., 84 Dalton Ave, Pittsfield, MA, (413)447-8999 307882, Dan-Cas Corp., 153 Endicott St, Liberty Tree Mall, Danvers, MA, (978)777-8464 307883, Watermark Donut Company, Inc., 70 E India Row, Boston, MA, (617)248-8875 307889, J.A. Donuts, Inc., 805 Main St, Springfield, MA, (413)731-1401 307897, Sisters Donuts, Inc., 50 Western Ave, Lynn, MA, (781)593-7760 307964, Plain St. Donuts, Inc., 145 Church St, Mobil, Pembroke, MA, (781)829-9063 307967, 24 Merrimack, Inc., 24 Merrimack St, Lowell, MA, (978)937-9776 307989, Milford Donuts II, Inc., 35 Medway Rd., Milford, MA, (508)473-2658 307996, Red Shift Donuts, Inc., 5 Washington St, Taunton, MA, (508)822-6936 308193, Aires & Helena Donuts, Inc., 424 Main St, Malden, MA, (781)324-5337 308229, Mills Donuts, LLC, 58 Broadway, Methuen, MA, (978)681-8220 308234, Medway Donuts, Inc., 115 Providence Hwy, Westwood, MA, (781)329-6714 308236, Efharis, Inc., 145 Dartmouth St, Back Bay T Station, Boston, MA, (617)536-8852 308252, Watermark Donut Company, Inc., 235 Washington St, Boston, MA, (617)248-1987 308255, Market Donuts, Inc., 61 S Union St, Lawrence, MA, (978)975-8805 308263, H.A.V., Inc., The Crossing Plaza,Route 9, Belchertown, MA, (413)323-0504 308271, Tori Foods, Inc., 287 Park St, Stoughton, MA, (781)297-7466 308297, Glyfada LLC, 784 Belmont St, Brockton, MA, (508)583-4144 308321, BCG Donut Co., Inc., 703 Main St, Walpole, MA, (508)660-9818 308333, Kookla, Inc., 120 Main St, Sturbridge, MA, (508)347-2623 308337, Samantha Donuts, LLC, 126 Northampton St, Easthampton, MA, (413)529-9288 308352, Waldwin Concessions LLC, Logan Airport, 100 Terminal Rd., East Boston, MA, (617)569-4091 308353, Waldwin Concessions LLC, Logan Airport, 200 Terminal Rd., East Boston, MA, (617)561-6320 308375, Titan Donuts, Inc., 227 Winthrop St, Rehoboth, MA, (508)252-3566 308377, Da-Lel Corporation, 14 Mcgrath Hwy, Somerville, MA, (617)666-9131 308380, JLC Donuts, Inc., 648 Chandler St, Worcester, MA, (508)767-0341 308382, 240 Middlesex Donuts, Inc., 240 Middlesex Tpke, Burlington, MA, (781)270-3293 308383, Phillip Donuts, Inc., 317 Woburn St, Lexington, MA, (781)863-2650 308388, F.J. Catalano Enterprises, Inc., 133 Main Street, Groton, MA, (978)448-9706 308403, J & O Donuts, Inc., 137 E Main St (Exxon), Webster, MA, (508)949-6970 308432, Pulaski Donuts, Inc., 20 Pulaski Blvd., Bellingham, MA, (508)883-8025 308468, JJEC Donuts, LLC, 109 Court St, Mobil, Plymouth, MA, (508)746-9131 308475, JNS Donuts, Inc., 1631 Tremont St, Boston, MA, (617)232-8770 308508, Tori Foods, Inc., 372 Washington St, Mobil, Stoughton, MA, (781)341-0525 308524, TORREY ST. DONUTS, INC., 43 Torrey St, Brockton, MA, (508)588-0703 308527, Rotary Donuts, LLC, 464 Lowell St, Methuen, MA, (978)681-8123 308528, Middlesex Village Donut Corp., 223 Groton Rd., Westford, MA, (978)692-8443 308566, Center Donuts, Inc., 42 Market St, Lynn, MA, (781)592-9060 308567, NEW SAUGUS DONUTS, INC., 364 Lynnway, Lynn, MA, (781)593-3360 308605, J.C. Donuts, Inc., 162 Washington St, Peabody, MA, (978)977-9177 308610, Spencer Donuts, Inc., 72 W Main St, Spencer, MA, (508)885-6637 308615, Braga Donuts Four, Inc., 40 Beach St, Manchester, MA, (978)526-8708 308618, CDT Donuts, Inc., 1316 Beacon St, Brookline, MA, (617)232-9252 308630, Franklin Donuts, Inc., 541 W Central St, Franklin, MA, (508)528-9906 308636, WB DONUTS, LLC, 20 Memorial Dr, Avon, MA, (508)584-9753 308643, F.J. Catalano Enterprises, Inc., 28 Main St, Townsend, MA, (978)597-6619 308661, Whitman Donuts, Inc., 811 Bedford St, Whitman, MA, (781)447-5197 308665, 107 Ward Street, Inc., 107 Ward St, Worcester, MA, (508)752-3350

555

308675, JLC Donuts, Inc., 5 Shrewsbury St, Holden, MA, (508)829-9818 308711, Great Woods Donuts, Inc., 175 Mansfield Ave, Norton, MA, (508)285-6963 308730, Hub Donuts, Inc., 517 Concord Ave, Cambridge, MA, (617)491-6414 308806, Sud LLC, 378 Boston Post Rd., Sudbury, MA, (978)440-9810 308830, Tewksbury Donut Corp., 940 Andover St, Tewksbury, MA, (978)640-6294 308846, Andover Donuts, Inc., 309 Lowell St, Mobil Gas, Andover, MA, (978)470-2544 308848, Mica Donuts, Inc., 733 Turnpike St, North Andover, MA, (978)975-0600 308851, Middlesex Village Donut Corp., 7 Acton Rd., Gulf Gas, Chelmsford, MA, (978)656-8550 308862, Derek Donuts, Inc., 470 Burnett Rd., Chicopee, MA, (413)594-9090 308878, Marina-Op LLC, 755 Main St, Haverhill, MA, (978)374-7580 308889, Federal Foods, Inc., 315 Centre St, Jamaica Plain, MA, (617)983-9265 310018, Hull Donuts, LLC, 1 Bay St # B, Hull, MA, (781)925-8721 310034, Nashoba Valley Donuts, LLC, 280 New Lancaster Rd., Leominster, MA, (978)534-0895 310105, Turnpike St. Donuts, Inc., 360 Turnpike St, Canton, MA, (781)821-4926 310126, Highland Donut Corporation, 145 Thorndike St, Gallagher Trans Terminal, Lowell, MA, (978)452-9990 310163, Quincy Donuts, Inc., 825 Southern Artery, Quincy, MA, (617)472-0752 310180, H.A.V., Inc., 1144 Thorndike Street, Palmer, MA, (413)283-7174 310208, KAMRON DONUTS, INC., 650 Plymouth St, East Bridgewater, MA, (508)378-1482 310209, Watermark Donut Company, Inc., 16 Kneeland St, Boston, MA, (617)695-0546 310210, Cape Cod Enterprises, LLC, 273 Cotuit Rd., Speedway, Sandwich, MA, (508)539-2716 310263, Watermark Donut Company, Inc., 457 Brookline Ave, Deaconess Hospital, Boston, MA, (617)232-8052 310264, Watermark Donut Company, Inc., 350 Longwood Ave, Boston, MA, (617)738-4490 310289, D & A Donuts, Inc., 448 Main St, Watertown, MA, (617)924-9512 310365, Ocean Street Donut, Inc., 1862 Ocean St, Marshfield, MA, (781)834-2906 310431, Lori Donuts, Inc., 1333 Westfield St, West Springfield, MA, (413)746-0640 310434, Derek Donuts, Inc., 2068 Riverdale St, West Springfield, MA, (413)739-1612 310438, Coco Group, LLC, 19 Cape Hwy Rt 44, Taunton, MA, (508)386-2185 310455, North Side Donuts, Inc., 86 Broadway #86T Rt 1 North, Saugus, MA, (339)600-7340 310456, LDB Donuts LLC, 350 Washington St, Brighton, MA, (617)782-0852 310457, Cape Cod Enterprises, LLC, 174 Clay Pond Rd., Bourne, MA, (508)759-9912 310462, Leominster Donuts, Inc., 129 Whalon St, Fitchburg, MA, (978)345-0844 310467, Shrewsbury Donuts, Inc., 307 Hartford Tpke, Shrewsbury, MA, (508)753-4648 310474, Northbridge Donuts, Inc., 1083 Providence Rd., Whitinsville, MA, (508)234-8558 330003, Bedford Donuts, Inc., Hanscom Air Force Base, Bedford, MA, (781)274-9910 330032, East Main St. Donuts, Inc., 681 Boston Post Road, Marlboro, MA, (508)485-8795 330048, Abington Donuts, Inc., 375 Washington St, Braintree, MA, (781)428-3360 330052, Mota Donuts, Inc., 378 Federal St, Greenfield, MA, (413)772-1929 330111, Fabio Donuts, Inc., 29 S Main St, Middleton, MA, (978)762-0122 330157, CNS Donuts, Inc., 2096 Commonwealth Ave, Newton, MA, (617)964-0622 330203, 310 Washington St., Inc., 310 Washington St, Auburn, MA, (508)832-0103 330238, Lori Donuts, Inc., 1500 Main St, Baystate Mall, Springfield, MA, (413)781-9137 330240, Lori Donuts, Inc., 4 Harding Ave, Ludlow, MA, (413)583-3482 330251, Pembroke Donuts, Inc., 152 Center St, Pembroke, MA, (781)293-3770 330278, Ashland Donuts II, Inc., 123 Union St, Shell, Ashland, MA, (508)881-4835 330282, JLC Donuts, Inc., 270 Shrewsbury St/Rte 140, Gulf, Boylston, MA, (508)869-2313 330291, Acushnet Donuts, Inc., 2095 Acushnet Ave, New Bedford, MA, (508)995-5915 330294, Watermark Donut Company, Inc., 330 Congress St, Boston, MA, (617)439-3179 330306, SOMERSET DONUT EXPRESS, INC., 1073 Grand Army Hwy, Somerset, MA, (508)672-6731 330308, Two Sisters Donuts, Inc., 2a Wilson Rd., Nahant, MA, (781)593-6826 330309, Andover Donuts, Inc., 139 River Rd., Mobil Gas, Andover, MA, (978)794-9910 330311, Watermark Donut Company, Inc., Boston Medical Center, 850 Harrison Ave, Roxbury, MA, (617)247-0745 330319, Marval, Inc., 15 E Plain St, Wayland, MA, (508)651-1953 330331, JLW Donuts, LLC, 28 Dykeman Way, Stoughton, MA, (781)297-7496 330332, DENT Donuts, LLC, 50 Brackett Rd., Eastham, MA, (508)255-7992 330336, Crescent St. Donuts, Inc., 321 Crescent St, Brockton, MA, (508)427-6528 330346, AKTF Donuts, LLC, 420 Somerset Ave Route 138, North Dighton, MA, (508)822-4351 330360, Cape Cod Enterprises, LLC, 1648 Falmouth Rd., Centerville, MA, (508)771-5366 330400, Route 123 Donuts, Inc., 420 Old Colony Rd., Norton, MA, (508)223-4212 330407, House Plante Realty, Inc., 53 Linden St, Waltham, MA, (781)899-7742 330416, Abington Donuts, Inc., 250 Granite St, South Shore Plaza, Braintree, MA, (781)849-1629 330421, Eliot Street Donuts, Inc., 65 Jfk St, Cambridge, MA, (617)354-5096 330422, ND DONUTS, LLC, 1203 Highland Ave, Needham, MA, (781)449-2825 330456, Moniz Donuts, Inc., 28 Winn St, Burlington, MA, (781)273-1889 330462, GEN 2 LLC, 750 Bedford Street, Bridgewater, MA, (508)697-7341 330493, Double Donuts, L.L.C., 807 Washington St, Weymouth, MA, (781)335-7748

556

330494, Courtyard Donuts, Inc., 90 American Legion Highway, Revere, MA, (781)485-1749 330501, CDT Donuts, Inc., 8 Harvard St, Brookline, MA, (617)232-7572 330526, PFP DONUTS, INC., 2 Main St, Blackstone, MA, (508)876-9124 330563, Lori Donuts, Inc., 55 Maple St, East Longmeadow, MA, (413)526-9944 330617, VALS Donuts, Inc., 2 And 4 Salem St, Medford, MA, (781)396-5532 330621, Montello Donuts, Inc., 634 Centre St, Brockton, MA, (508)427-5730 330645, G.S.T., Inc., 2345 G A R Hwy, Swansea, MA, (508)379-1270 330732, THE WALDWIN GROUP INCORPORATED, 616 Massachusetts Ave, Boston, MA, (617)859-9996 330735, Chess LLC, 1000 W Chestnut St, Brockton, MA, (508)586-3186 330897, Sherborn Donuts, Inc., 21 S Main St, Citgo, Sherborn, MA, (508)653-0109 330908, Braga Donuts Two, Inc., 130 Washington St, Gloucester, MA, (978)281-8047 331010, Justin Donuts, Inc., 345 Bennett Hwy Rt 1, Shell, Revere, MA, (781)324-5164 331094, GEN 2 LLC, 1 Park Ave, Bridgewater State College, Bridgewater, MA, (508)279-6133 331095, D & E Donuts, Inc., 4 Uxbridge Rd., Mendon, MA, (508)482-1990 331096, HUD LLC, 143 Washington St, Hudson, MA, (978)568-9345 331102, JLC Donuts, Inc., 1175 Main St, Mobil, Holden, MA, (508)829-5506 331160, Leominster Donuts, Inc., 21 Village Inn Rd., Westminster, MA, (978)874-5314 331177, Meohme Associates, Inc., 1023 Broadway, Exxon, Raynham, MA, (508)828-9868 331185, GEN 2 LLC, Route 24 NB Service Pavilion, Bridgewater, MA, (508)697-9276 331186, GEN 2 LLC, Route 24 SB Service Pavilion, Bridgewater, MA, (508)697-1567 331247, Middle Donuts, LLC, 634 Middle St, Weymouth, MA, (781)335-8456 331274, Cape Cod Enterprises, LLC, 2135 Iyannough Rd., West Barnstable, MA, (508)362-0389 331278, Salsun Two LLC, 192 Elm St, Salisbury, MA, (978)499-9551 331321, Old Colony Donuts, Inc., 75 Old Colony Ave, South Boston, MA, (617)268-4075 331330, Assonet Donuts, Inc., 60 S. Main St, Assonet, MA, (508)644-1297 331339, Lori Donuts, Inc., 953 Front St, Chicopee, MA, (413)598-0998 331381, Donovan Services, Inc., 12 Washington St, Wellesley, MA, (781)237-3365 331383, Aylit, LLC, 460 King St, Shell, Littleton, MA, (781)982-9580 331393, Tewksbury Donut Corp., 381 Main St, Tewksbury, MA, (978)851-0422 331410, DENT Donuts, LLC, 136 Cranberry Highway, Orleans, MA, (508)240-0077 331411, Charlotte Donuts, Inc., 535 Chickering Rd., North Andover, MA, (978)557-1109 331420, H.G. Donuts, Inc., 26 South Ave, Whitman, MA, (781)447-3464 331430, KCM Donuts, Inc., 451 Massachusetts Ave, Exxon, Lunenburg, MA, (978)582-0314 331503, Lori Donuts, Inc., South Hadley Shopping Center Newton St, South Hadley, MA, (413)533-7988 331505, Braga Donuts Three, Inc., 103 Eastern Ave, Shell Gas, Gloucester, MA, (978)283-3909 331510, Villa Franca Donuts, Inc., 127 N Elm St, Westfield, MA, (413)562-9820 331572, Saints DD, Inc., 1 Hospital Dr, Saints Memorial Medical Center, Lowell, MA, (978)452-4228 331576, H.G. Donuts, Inc., 281 Bedford St, Whitman, MA, (781)447-3515 331772, CHIEF DONUTS LLC, 740 Cushing Plz, Gulf Gas, Cohasset, MA, (781)383-2508 331773, BCG DONUT CO., INC., II, 506 High Plain St, Walpole, MA, (508)660-0473 331821, South-Op LLC, 162 Cordaville Rd., Southborough, MA, (508)624-9137 331822, Mystra LLC, 66 E Main St, Georgetown, MA, (978)352-6394 331828, Brian & Michael V. Marino, 185 Woburn St, Gulf Gas, Lowell, MA, (978)934-9333 331831, Japa, Inc., 469 Main St, Fiskdale, MA, (508)347-1518 331832, Legion Donuts, Inc., 684 American Legion Hwy, Roslindale, MA, (617)524-3853 331845, Milford Donuts III, Inc., 31 Main St, Milford, MA, (508)473-7032 331848, Lakeside Ave. Donuts, Inc., 199 Lakeside Ave, Marlboro, MA, (508)229-8609 331869, TRAIN STATION DONUTS, LLC, 190 New Boston Rd., Tedeschis, Fall River, MA, (774)488-3379 331872, Millis Donuts, Inc., 871 Main St, Millis, MA, (508)376-5271 331894, Worcester Donuts, Inc., 67 W Boylston St, Yankee Gas Station, Worcester, MA, (508)854-8011 331908, Assinippi Webster St., LLC, 2117 Washington St, Assinippi Center, Hanover, MA, (781)659-7400 331924, MRM Donuts Corp., 619 Broadway Route 99, Malden, MA, (781)322-6137 331941, Fresh Donuts, LLC., Fleet Center Train Deck, Causeway Street, Boston, MA, (617)248-0554 331964, Jessica Donuts, Inc., 350 Cottage Street, Springfield, MA, (413)737-5905 331965, Fletcher Donuts, LLC, 668 Liberty St, Springfield, MA, (413)734-6470 332048, Maryann Donuts, Inc., 701 Salem St, North Andover, MA, (978)794-9411 332068, Berkley Donuts, Inc., 126 Myricks St, Berkley, MA, (508)977-9992 332134, WB DONUTS 4, LLC, 506 W Center St, Shell, West Bridgewater, MA, (508)588-0409 332135, Ronnies Donuts, Inc., 5305 Washington St, West Roxbury, MA, (617)325-7159 332145, Cape Management Team, LLC, 1353 Route 28, Speedway, South Yarmouth, MA, (508)394-1220 332154, Jessica Donuts, Inc., 2144 Boston Rd., Wilbraham, MA, (413)596-5787 332244, Pawtucketville Donut Corporation, 515 Pawtucket Blvd., Lowell, MA, (978)453-7763 332245, Metro Donuts, Inc., Harvard MBTA Station, Cambridge, MA, (617)864-0329 332247, Station Donuts, Inc., 4610 Washington St, Roslindale, MA, (617)363-0086 332266, PARKWAY DONUTS, INC., 1886 Revere Beach Pkwy, Everett, MA, (617)381-9469

557

332267, S & S Donuts, LLC, 632 Main St, Wakefield, MA, (781)245-9701 332268, Seans Donuts, Inc., 105 North St, Citgo Gas, Salem, MA, (978)745-5658 332335, Down Town Donuts, Inc, 62 State St, Newburyport, MA, (978)465-6030 332359, Blake & Trombley, Inc., 4 Oak St, Shell Gas, Gardner, MA, (978)630-1723 332362, Pearl St. Donuts, Inc., 532 Westgate Dr, Westgate Mall, Brockton, MA, (508)580-2090 332420, Highland Donut Corporation, 443 Chelmsford St, Lowell, MA, (978)452-7296 332500, H.G. Donuts, Inc., 1120 Main St, Hanson, MA, (781)293-0532 332501, RMG Donuts, LLC, 1 Bennington St, Revere, MA, (781)286-9287 332519, Langley Road Donuts, Inc., 38 Langley Rd., Newton, MA, (617)558-9358 332757, High St. Donuts, Inc., 915 High St, Westwood, MA, (781)329-2741 332761, Plaza Enterprises, Inc., 100 City Hall Plaza, Boston, MA, (617)227-9790 332804, Abington Donuts, Inc., 238 Grove St, Braintree, MA, (781)849-0815 332838, FB Enterprises, Inc., 606 Washington St, South Easton, MA, (508)230-8737 332861, Pelham Street Donuts, LLC, 147 Pelham St, Methuen, MA, (978)688-1199 332875, South Attleboro Donuts, Inc., 718 Washington St, Attleboro, MA, (508)399-5553 332922, C.J.A. Donuts, Inc., 269 West Main St, Dudley, MA, (508)943-8705 332923, R.S.V., Inc., 76 Main St., Mobil Gas, Leominster, MA, (978)534-1663 332926, Kookla, Inc., 386 E. Main St, Southbridge, MA, (508)765-0442 332933, Watermark Donut Company, Inc., 265 Franklin St, Boston, MA, (617)261-4699 332934, Sharon Donuts, Inc., 700 S Main St, Sharon, MA, (781)784-6074 332981, Jessica Donuts, Inc., 1287 Page Boulevard, Springfield, MA, (413)746-1944 332984, Agawam Donuts, Inc., 152 Silver Street, Agawam, MA, (413)821-9791 332985, Patch Corp., 3086 South Main St, Bondsville, MA, (413)283-8272 332998, Quincy Avenue Donuts, LLC, 421 Quincy Ave, Braintree, MA, (781)848-8739 334687, DARTMOUTH MANAGEMENT GROUP, LLC, 400 Quarry St, Fall River, MA, (508)646-1320 334692, West Side Donuts, Inc., 95 West St, Chicopee, MA, (413)592-2385 334700, JLC Donuts, Inc., 607 Pleasant St, Paxton, MA, (508)753-6426 334715, Watermark Donut Company, Inc., 101 Summer St, Boston, MA, (617)338-8141 334724, New Generation Donuts, LLC, 401 Main St, Mashpee, MA, (508)477-6105 334728, Westfield Donuts, Inc., 475 Southampton Rd., Westfield, MA, (413)562-4124 334734, Braga Bros. Bakery, Inc., 234 Milliken Blvd., Fall River, MA, (508)672-8036 334756, OHM Concession Group LLC, Logan Airport, 300 Terminal Dr, East Boston, MA, (617)561-2831 334763, Northbridge Donuts, Inc., 30 Lackey Dam Rd., Shell Gas, Uxbridge, MA, (508)476-2640 334913, The Epstein Porter II LLC, 222 Broadway, Cambridge, MA, (617)868-0259 334914, Watermark Donut Company, Inc., 630 Washington St., Boston, MA, (617)426-9731 334916, Watermark Donut Company, Inc., 111 State St, Boston, MA, (617)523-1451 335007, Jessica Donuts, Inc., 570 Sumner Avenue, Springfield, MA, (413)747-2296 335009, Hudtrom, LLC, 234 Washington St, Hudson, MA, (978)562-0537 335011, Wolcott Square, LLC, 1800 Hyde Park Ave, Hyde Park, MA, (617)364-5200 335032, C & L Donuts, Inc., 50 Leominster Rd., Sterling, MA, (978)422-0562 335039, Wheel In Donuts, Inc., 47 Harding Street Route 44, Middleboro, MA, (508)946-1453 335041, Coco Group, LLC, 1701 Broadway, Raynham, MA, (508)967-7406 335416, Plain St. Donuts, Inc., 155 Church St, Pembroke, MA, (781)829-8624 335428, Newton Donuts, Inc., 1148 Beacon St, Newton, MA, (617)964-6892 335436, Nashoba Valley Donuts, LLC, 612 Middlesex Tpke, Mobil Gas, Billerica, MA, (978)670-5482 335456, C & N Food Service, Inc., 10 Hartford Ave, Upton, MA, (508)529-9806 335524, Cushing Donuts, Inc., 52 Church St, Belmont, MA, (617)489-6010 335541, JLW Donuts, LLC, 5 Stockwell Drive, Avon, MA, (508)580-6991 335560, C & L Donuts, Inc., 255 Main St, Rutland, MA, (508)886-0294 335573, Rockland Donuts, Inc., 851 Hingham St, Rockland, MA, (781)878-2247 335586, Fast Foods & Restaurants, Inc., 360-364 Sea Street, Quincy, MA, (617)328-1498 335602, Dechal, Inc., 112 Elliott St, Beverly, MA, (978)922-1924 335628, Plain St. Donuts, Inc., 928 Plain Street, Marshfield, MA, (781)834-9573 335630, Silver Spring Donuts, Inc., 490 King St., Franklin, MA, (508)528-5083 335670, Cape Cod Enterprises, LLC, 317 Falmouth Rd., Speedway, Hyannis, MA, (508)778-6453 335676, South Franklin Donuts, Inc., 30 Union St, Holbrook, MA, (781)767-4852 335677, Lynnfells Co, LLC, 470 Lynn Fells Pkwy, Melrose, MA, (781)662-0647 335678, THE WALDWIN GROUP INCORPORATED, 456 Blue Hill Ave, Dorchester, MA, (617)442-9889 335679, VFW Parkway Donuts, Inc., 1435-1445 Vfw Pkwy, West Roxbury, MA, (617)325-3107 335680, Lakeside-Op LLC, 413 Lakeside Ave, Marlboro, MA, (508)481-2501 335697, A & R Retailers, Inc., 290 Broadway, Raynham, MA, (508)823-4630 335762, WB DONUTS, LLC, 387 W Center St, West Bridgewater, MA, (508)588-0402 335766, ELSBREE STREET DONUTS, LLC, 325 Elsbree St, Fall River, MA, (774)488-3388 335784, BRAYTON AVE DONUTS, LLC, 1510 Brayton Ave, Fall River, MA, (774)488-3389 335807, Ourly Grind, LLC, 3021 Acushnet Ave, New Bedford, MA, (508)998-0932

558

335808, Old Dover Donuts, Inc., 1138 Washington St, Boston, MA, (617)350-3091 335814, Jessica Donuts, Inc., 27 Montgomery St, Chicopee, MA, (413)594-6146 335826, Worcester Donuts, Inc., 123 Summer St, Worcester Medical Center, Worcester, MA, (508)797-1329 335831, River St. Donuts, LLC, 33-37 River St, Fitchburg, MA, (978)343-3222 335876, West Newton Donuts, LLC, 1250 Washington St, Newton, MA, (617)527-8911 335884, East Bridgewater Donuts, Inc., 204 N Bedford St, East Bridgewater, MA, (508)378-3591 335900, Capi Donuts, LLC, 80 Chelmsford Rd., Petrolex Gas Station, North Billerica, MA, (978)667-8588 335954, Cape Cod Enterprises, LLC, 688 Mac Arthur Blvd./Rt 28, Pocasset, MA, (508)564-7215 336006, ACD, Inc., 148 Newburyport Turnpike, Rowley, MA, (978)948-7037 336018, Westboro Turnpike, LLC, Mile 105 Mass Trnpk, Westborough, MA, (508)366-4207 336030, Newburyport Donuts, Inc., 167 State St, Newburyport, MA, (978)465-6696 336044, G & J Donuts, Inc., 310 Belmont St, Irving Gas, Worcester, MA, (508)792-1234 336047, Farmers Donuts, Inc., 416 Columbia Rd., Hanover, MA, (781)826-9470 336059, North Venture Donuts, Inc., 575 Dartmouth St., Dartmouth, MA, (508)984-1045 336060, Howe Street Donuts, LLC, 163 Howe St., Methuen, MA, (978)794-3097 336123, Gallivan Boulevard Donuts, Inc., 719 Gallivan Blvd., Dorchester, MA, (617)282-8153 336124, Middlesex Village Donut Corp., 500 Groton Rd., Shell, Westford, MA, (978)392-5849 336166, Electric Donuts, Inc., 511 Electric Ave, Fitchburg, MA, (978)342-9229 336194, AAH, Corp., 139 West St, Ware, MA, (413)967-4666 336196, Southampton Donuts, Inc., 136 College Highway, Southampton, MA, (413)527-0384 336238, Pawtucketville Donut Corporation, 81 Tyngsboro Rd., Gulf, North Chelmsford, MA, (978)251-0696 336239, C.J.A. Donuts, Inc., 144 Thompson Rd., Webster, MA, (508)949-2027 336241, Stadium Donuts, Inc., 263 Main St, Foxboro, MA, (508)698-9216 336294, Matoula LLC, 527 Lowell St, Peabody, MA, (978)535-5065 336328, Hamilton Donuts, Inc., 42 Hamilton St, Saugus, MA, (781)231-0971 336409, F.J. Catalano Enterprises, Inc., 238 Pleasant Street, Gulf Gas, Dunstable, MA, (978)649-8362 336411, Da-Lel Corporation, 1001 Cambridge St. Shell, Cambridge, MA, (617)864-8900 336421, Aylit, LLC, 1425 Mass Ave, Boxborough, MA, (978)264-2986 336422, PAT, LLC, 117 Newbury St (Rt 1 N), Peabody, MA, (978)536-2617 336423, Cafe Management Associates, LLC, 1375-1395 N Main St, Randolph, MA, (781)961-8646 336449, ACM DONUTS, LLC, 117 Thoreau Street, Concord, MA, (978)371-0949 336450, Fellsway Donuts, Inc., 7 Commercial Street, Medford, MA, (781)396-5972 336453, Samoset St. Donuts, Inc., 134 Samoset Street, Plymouth, MA, (508)732-9125 336463, Milford Donuts IV, LLC, 350 East Main St, Milford, MA, (508)482-5400 336464, Wareham Management Group, LLC, 195 Marion Rd., Wareham, MA, (508)295-6413 336477, Summit Donuts, Inc., 42 Summer St, Medway, MA, (508)533-2328 336505, JJEC Donuts, LLC, 160 South St, Plymouth, MA, (508)747-8133 336511, Panzini Donuts, Inc., 356 Eastern Ave., Chelsea, MA, (617)889-1228 336523, Kostas Donuts, LLC, 4 Highland Ave, Seekonk, MA, (508)336-0183 336602, Jackson Street Donuts, LLC, 40 Jackson St, Methuen, MA, (978)688-5552 336617, Laney Donuts, LLC, 459 Boston Road, Billerica, MA, (978)671-4402 336619, Washington Street Donuts, Inc., 2790 Washington St, Canton, MA, (781)401-9941 336637, T C Donuts, Inc., 150 S Main St, Acushnet, MA, (508)985-3076 336652, Samoset St. Donuts, Inc., 80 Main Street, Carver, MA, (508)866-6729 336667, SecondQ, LLC, 65 Newport Ave, Stop & Shop, Quincy, MA, (781)982-9580 336668, SecondQ, LLC, 377 Chauncey St, Stop & Shop, Mansfield, MA, (508)337-9450 336678, Westfield Donuts, Inc., 439 N Elm St, Westfield, MA, (413)562-9820 336683, Dechal, Inc., 44 Dodge St, Beverly, MA, (978)232-1106 336684, Shauna LLC, 293 Main St, North Reading, MA, (978)664-2647 336695, Route 13 Donuts, Inc., 456 Main Street, Leominster, MA, (978)514-9889 336702, DENT Donuts, LLC, 485 Route 134, South Dennis, MA, (508)760-2757 336710, Molai Co, LLC, 15 S Main Street, Bradford, MA, (978)556-9420 336711, Courtyard Donuts, Inc., 555 North Shore Rd., Revere, MA, (781)485-5900 336712, 140 Donuts, Inc., 547 East Central Street, Franklin, MA, (508)541-6299 336720, East Central St. Donuts, Inc., 50 East Central St, Natick, MA, (508)647-0161 336762, N & L West Grove, LLC, 565 W Grove St, Middleboro, MA, (508)947-4144 336792, VFW Parkway Donuts, Inc., 491 Walpole Street, Norwood, MA, (781)255-0454 336793, Javamine, Inc., 876 Edgell Rd., Gulf Gas, Framingham, MA, (508)788-5435 336796, Eastbo, LLC, 34 William Kelly Sq., East Boston, MA, (617)569-1542 336800, Glennco, Inc., 748 N Main St, Brockton, MA, (508)583-1135 336802, Hayat, LLC, 246 E Main St, Norton, MA, (508)285-7253 336815, Derek Donuts, Inc., 312 College St, Amherst, MA, (413)256-3425 336839, Sandy, LLC, 330 Bedford St, Lakeville, MA, (508)923-6497 336844, Kathleen Donuts, Inc., 100 Atlantic Ave, Woburn, MA, (781)932-3087 336893, Andrew Donuts, LLC, 480 West Housatonic St, Pittsfield, MA, (413)442-1780

559

336899, Second Generation Donuts, LLC, 11 Long Pond Rd., Plymouth, MA, (508)746-4766 336900, Pearl St. Donuts, Inc., 200 Westgate Dr, Brockton, MA, (508)941-6917 336911, Lenox Donuts, LLC, 1025 South St, Pittsfield, MA, (413)442-4267 336927, Kenneth A. Larsen, 1048 South St, Wrentham, MA, (508)384-9617 336932, C & L Donuts, Inc., 340 Grove St, Shell, Worcester, MA, (508)363-4901 336948, DENT Donuts, LLC, 15 Lower Rd., Brewster, MA, (508)896-6996 336973, Park Street Donuts L.L.C., 200 Housatonic St, Lee, MA, (413)243-1676 337035, Rocky Donuts, Inc., 3 Allen Street, Hampden, MA, (413)566-8003 337042, DARTMOUTH MANAGEMENT GROUP, LLC, 550 Russells Mills Rd., South Dartmouth, MA, (774)628-0004 337048, Spencer Donuts, Inc., 353 Main St, Spencer, MA, (508)885-0100 337049, C & L Donuts, Inc., 222 Barre/Paxton Rd., Rutland, MA, (508)886-2147 337050, Route 13 Donuts, Inc., 2143 Main St (Rt 2a), Athol, MA, (978)575-0400 337064, GPNP LLC, 1775 Main St, Brockton, MA, (508)559-0435 337154, JAR Ventura Corp., 128 Water St, Danvers, MA, (978)777-7701 337155, KKFS, LLC, 983 County St, Taunton, MA, (508)821-4199 337178, 1020 Commonwealth Donuts, LLC, 1020 Commonwealth Ave, Boston, MA, (617)739-0812 337343, Tewksbury Donut Corp., 1220 Main Street, Tewksbury, MA, (978)851-0419 337345, C G T, INC., 138 Southbridge Rd. Route 20, North Oxford, MA, (508)987-7162 337348, DARTMOUTH MANAGEMENT GROUP, LLC, 823 State Rd., Dartmouth, MA, (508)997-3825 337349, Winthro, LLC, 230 Revere Street, Winthrop, MA, (617)539-0685 337350, SOUTH SHORE MANAGEMENT GROUP, LLC, 105 Mazzeo Drive, Randolph, MA, (781)986-2579 337352, DARTMOUTH MANAGEMENT GROUP, LLC, 255 State Rd., Dartmouth, MA, (508)993-7299 337353, DARTMOUTH MANAGEMENT GROUP, LLC, 53 Popes Island, New Bedford, MA, (508)961-0008 337387, Kenneth A. Larsen, 104 N Main St, Attleboro, MA, (508)226-8510 337398, Gianoni Co., LLC, 587 Main St, Brockton, MA, (508)588-7281 337411, F & F Donuts, LLC, 179 Littleton Rd., Gulf Gas, Westford, MA, (978)392-1331 337476, Sam Dough's, Inc., 591 Moody St, 7-Eleven, Waltham, MA, (781)899-7286 337481, Natick Turnpike, LLC, 8 Massachusetts Ave, Natick Travel Plaza, Natick, MA, (508)647-1022 337489, Gilda Donuts, LLC, 450 Broadway, Methuen, MA, (978)685-7108 337497, Bettencourt III Corp., 177 Broadway Rd., Dracut, MA, (978)275-0537 337549, Rt 1 Plainville Donuts, Inc., 86A Washington St., Plainville, MA, (508)316-3280 337598, Medeiros Donuts, LLC, 245 Pleasant St, Malden, MA, (781)324-0188 337606, KDD Donuts, Inc., 80 Boston St, Lynn, MA, (781)477-0877 337610, Win-Op, LLC, 215 Winter St, Haverhill, MA, (978)374-9831 337611, Wareham Management Group, LLC, 3 Barker Rd., East Wareham, MA, (508)273-0152 337616, ACM DONUTS, LLC, 182 Great Rd., Acton, MA, (978)263-6960 337617, C & L Donuts, Inc., 211 Chandler St, Worcester, MA, (508)798-8354 337678, Driftway Donuts, LLC, 32 Driftway, Scituate, MA, (781)544-3047 337679, DENT Donuts, LLC, 481 Route 28, Harwich Port, MA, (508)430-8594 337680, GEN 2 LLC, 135 Burrill Ave, Bridgewater State College, Bridgewater, MA, (508)279-6133 337681, Westerly Partners, LLC, 9 North Main St, West Bridgewater, MA, (508)427-9351 337710, West Side Donuts, Inc., 85 Memorial Ave, West Springfield, MA, (413)734-7632 337717, Marion Donuts, LLC, 450 Wareham Rd., Marion, MA, (508)748-0138 337718, J & O Donuts, Inc., 28 Worcester Rd., Charlton, MA, (508)248-2934 337721, RMG Donuts, LLC, 20 Main St, Winthrop, MA, (617)539-9059 337795, Route 28 Donuts, Inc., 259 Main St, Stop & Shop, Stoneham, MA, (781)438-3737 337804, F.J. Catalano Enterprises, Inc., 3 Elm St, Stop & Shop, Woburn, MA, (781)935-0821 337808, Noread SS, LLC, 301 Newberry St, Stop & Shop, Danvers, MA, (978)762-4444 337818, Javamine, Inc., 235 Old Connecticut Path, Stop & Shop, Framingham, MA, (508)820-0900 337853, 2756 COUNTY BAKERS, INC., 2756 County St, Somerset, MA, (508)837-6415 337862, Maia Donuts, LLC, 99 Charles St, Stop & Shop, Malden, MA, (781)397-0006 337870, Pleasanttown SS Donuts, LLC, 171 Watertown Street, Stop & Shop, Watertown, MA, (617)969-6410 337968, Westbo Co, LLC, 35 East Main St, Westborough, MA, (508)871-0957 337976, MDM Management Group, LLC, 1191 Main St, West Concord, MA, (978)287-4100 338063, Watermark Donut Company, Inc., 200 Seaport Blvd., World Trade Center, Boston, MA, (617)204-9069 338096, Stow, LLC, 117 Great Rd., Stow, MA, (978)897-9843 338097, Wareham Management Group, LLC, 2505 Cranberry Hwy, Wareham, MA, (508)273-0162 338117, Holie Donuts VI, Inc., 26 Broad St, Merrimac, MA, (978)346-0692 338118, Route 13 Donuts, Inc., 167 Daniel Shays Hwy, Orange, MA, (978)544-5554 338119, C&P Donuts, LLC, 60 Union St, Easthampton, MA, (413)527-2993 338120, GEN 2 LLC, 626 Great Rd., Gulf Gas, Stow, MA, (978)897-4572 338121, Galleria Donuts, LLC, 100 Cambridgeside Place, Cambridge, MA, (617)577-9042 338123, SecondQ, LLC, 2100 Dorchester Ave, Carney Hospital, Dorchester, MA, (617)296-4000 338153, West Street Donuts, Inc., 4 West St, Mobil Gas, Reading, MA, (781)944-3804 338162, Jackson Square Donuts, LLC, 1540 Commercial St, Weymouth, MA, (781)337-9345

560

338201, President Adams Donuts, LLC, 243 Quincy Ave, Quincy, MA, (617)328-1052 338203, DECS Donuts, Inc., 388 Elm St, North Attleboro, MA, (508)699-2951 338258, B.L.B. Donuts, LLC, 60 Everett St, Stop & Shop, Allston, MA, N/A 338310, Salisbury Donuts, LLC, 61 Main St, Salisbury, MA, (978)462-1189 338321, FB Enterprises, Inc., 1280 Belmont St, Brockton, MA, (508)427-6344 338416, Aylit, LLC, 267 Central St, Berlin, MA, (978)562-8660 338424, Moongate, LLC, 493 Main St, Clinton, MA, (978)365-6117 338459, Wakefield Donuts, Inc., 518 Salem St, Wakefield, MA, (781)246-2846 338535, Yankee Donuts, Inc., 1 Greenfield Rd., South Deerfield, MA, (413)665-3888 338567, R.P.D. Donut, Inc., 323 N Main St, Middleton, MA, (978)646-8855 338608, Douglas Donuts, LLC, 63 Main St, Douglas, MA, (508)476-2784 338610, Wesdun, LLC, 386 Southbridge St, Auburn, MA, (508)832-4588 338658, H.A.V., Inc., 153 Main St, Monson, MA, (413)267-5558 338662, BIG STAR DONUT, INC., 227 South Ave, Attleboro, MA, (508)222-4534 338665, ND DONUTS, LLC, 260 Chestnut St, Needham, MA, (781)453-0289 338684, B.E. Donuts, Inc., 1218 State St, Springfield, MA, (413)732-2754 338685, B.E. Donuts, Inc., 694 Page Blvd., Springfield, MA, (413)731-1859 338716, Route 1 Donuts, Inc., 1202 Providence Highway (Rt 1), Norwood, MA, (781)551-0459 338723, B.E. Donuts, Inc., 1211 East Columbus Ave, Springfield, MA, (413)732-8253 338724, B.E. Donuts, Inc., 1600 Northampton St, Holyoke, MA, (413)534-0538 338737, 154 Highland Donuts, LLC, 154 Highland Ave, Somerville, MA, (617)625-0143 338739, West Milk Co, LLC, 166 Milk St, Westborough, MA, (508)898-8671 338796, Salvi's Donuts, LLC, 30 Squire Rd., Revere, MA, (781)289-3191 338810, West Union Donuts, Inc., 41 W. Union St, Ashland, MA, (508)881-9940 338811, Twin Donut Co, Inc., 1425 Main St, Walpole, MA, (508)660-6136 338926, Bay Road Donuts, Inc., 330 Boston Post Rd., Marlborough, MA, (508)485-0987 338935, Massave, LLC, 434 Mass Ave, Boston, MA, (617)391-0536 338940, Dunbos, LLC, 20 North St, Boston, MA, (617)367-0041 338977, 128 Franklin Street, LLC, 128 Franklin St, Stoneham, MA, (781)279-0153 338978, Woburnmont, LLC, 318 Montvale Ave, Woburn, MA, (339)227-6901 338979, Chelco, LLC, 130 Broadway, Chelsea, MA, (617)889-9685 339015, Andsaug, LLC, 508 Lincoln Ave, Saugus, MA, (781)231-4961 339117, THE WALDWIN GROUP INCORPORATED, 115 Forsyth St., Northeastern, Boston, MA, (617)373-8414 339120, CTS Donuts, LLC, 8 Broadway Rt 1 South, Gulf Gas, Lynnfield, MA, (781)593-0200 339122, Lorn, LLC, 600 Neponset St., Canton, MA, (781)821-2074 339174, Jam Donuts, Inc., 75 Middlesex Tpke, Burlington Mall, Burlington, MA, (781)270-4444 339258, Maple Street Donuts, LLC, 241 Maple St, Middleton, MA, (978)646-0089 339260, Delaware North Companies, Inc.-Boston, One Fleet Center, TD Bank, Boston, MA, N/A 339277, Marlake, LLC, 410 Lakeside Ave, Gulf Gas, Marlboro, MA, N/A 339355, Shrewsbury Donuts, Inc., 36 Maple Ave, Shrewsbury, MA, (508)842-6660 339455, LEACES MANAGEMENT INC., 1201 Broadway, Square One Mall, Saugus, MA, (781)231-6825 339457, Walnut Donuts, LLC, 577 Walnut St, Lynn, MA, (781)592-2097 339472, Portugal Donuts, LLC, 2 Lynn Fells Pkwy, Stoneham, MA, (781)665-4444 339569, Cluster Donuts, LLC, 345 Washington St., Newton, MA, (617)527-7361 339573, Minute Grind, LLC, 32 Howland Rd., Fairhaven, MA, (508)992-3300 339584, Tori Foods, Inc., 438 Washington St, Stoughton, MA, (781)344-9969 339588, Courtney's Donuts, LLC, 2 Fredonian St, Shirley, MA, (978)425-9376 339598, DP Donuts, LLC, 3 Roche Bros Way, North Easton, MA, (508)238-2455 339599, Greenbridge Donuts, LLC, 179 Lincoln St, Hingham, MA, (781)741-9802 339600, Carva Donuts, LLC, 100 Granite St, Quincy, MA, (617)328-6045 339602, Decade Grind, LLC, 1121 Kempton St, New Bedford, MA, (508)992-1386 339623, Second Generation Donuts, LLC, 131 Commerce Way, Plymouth, MA, (508)732-9908 339667, 530 Commonwealth Kenmore Donuts, LLC, 530 Commonwealth Ave, Boston, MA, (617)236-7673 339670, L. A. Donuts, Inc., 15 Commonwealth Ave, Chestnut Hill, MA, (617)527-5848 339702, Prumall, LLC, 800 Boylston St, Prudential Center, Boston, MA, (617)536-3521 339762, Rockland Donuts, Inc., 1149 Hingham St, Home Depot, Rockland, MA, (781)982-3189 339803, Proinova, LLC, 198 Taunton Ave T, Seekonk, MA, (508)336-1366 339844, Solmall, LLC, 601 Donald Lynch Blvd., Solomon Pond Mall, Marlborough, MA, (508)303-2479 339861, SecondQ, LLC, 485 Centre St, Home Depot, Quincy, MA, (617)328-6135 339981, Williamstown Donuts, Inc., 361 Main St, Williamstown, MA, (413)458-1877 340022, MAIA, LLC, 367 Boston St Route 1, Topsfield, MA, (978)887-3335 340032, CDJ Corp., 1539 Broadway St 1 South, Saugus, MA, (781)233-9611 340034, RVN, Inc., 409 Main St, Woburn, MA, (781)935-6668 340051, Route 97 Donuts, LLC, 5 Ayers Village Rd., Methuen, MA, (978)685-3748 340052, Courtney's Donuts, LLC, 188 Ayer Rd., Harvard, MA, (978)456-9905

561

340053, A.J.P. Donut, Inc., 75 Main St, Mobil Gas, Woburn, MA, (781)933-2213 340054, R.B.J. Donut Co., Inc., 234 Everett Ave, Chelsea, MA, (617)884-3233 340073, BCR Donuts, LLC, 130 Lexington St, Waltham, MA, (781)894-1370 340075, Holie Donuts VII, LLC, 6 Washington St, North Reading, MA, (978)664-5994 340083, Sutton Donuts, Inc., 27 Worcester Providence Tpke, Xtra Mart Gas, Sutton, MA, (508)865-6131 340084, Two Sons Corp, 655 Salem St, Malden, MA, (781)322-6504 340106, DENT Donuts, LLC, 173 Pleasant Lake Dr, Harwich, MA, (508)432-1354 340126, Michael Donuts, LLC, 248 Highland Ave, Salem, MA, (978)745-6110 340209, Framdun, LLC, 1670 Worcester Rd., Framingham, MA, (508)875-8192 340210, Route 13 Donuts, LLC, 93 Gardner Rd., Winchendon, MA, (978)297-3445 340212, Waldwin Concessions LLC, Logan Airport, Terminal Access Rd., East Boston, MA, (617)561-6320 340235, Cape Cod Enterprises, LLC, 147 North St, Speedway, Hyannis, MA, (508)771-0563 340260, Route 13 Donuts, LLC, 6 Gardner Rd., Ashburnham, MA, (978)827-1115 340315, MDM Management Group, LLC, 1641 Sudbury Rd., Concord, MA, (978)369-0805 340342, Michael Marino & Brian Marino, 100 Worcester Providence Tpk, Millbury, MA, (508)865-4190 340366, Tewksbury Donut Corp., 1785 Andover St, Circle K Mobil, Tewksbury, MA, (978)851-2165 340403, Dew Donuts, LLC, 68 South Main St., Assonet, MA, (508)644-2834 340409, Boston Hill Donuts, LLC, 866 Hartford Tpke, Shrewsbury, MA, (508)845-3910 340419, Miltdun, LLC, 545 Adams St, Milton, MA, (857)598-4842 340420, Mass Ave Partners, Inc., 2480 Massachusetts Ave, Cambridge, MA, (617)491-1400 340422, Wolcott Square, LLC, 942 Hyde Park Ave, Hyde Park, MA, (617)364-0739 340432, Nacc Realty, LLC, 1 Dodge St, Beverly, MA, (978)232-1248 340437, Harbor Donuts, LLC, 108 Front St, Scituate, MA, (781)545-5345 340457, G.A.R. DONUTS, LLC, 505 Gar Hwy, Somerset, MA, (508)675-0145 340461, B.E. Donuts, Inc., 273 Hancock St, Springfield, MA, (413)739-0568 340488, DARTMOUTH MANAGEMENT GROUP, LLC, 175 State Rd., Westport, MA, (508)235-1122 340489, Second Generation Donuts, LLC, 300 Tremont St, Carver, MA, (508)866-2346 340492, Route 13 Donuts, LLC, 1634 S Main St, Athol, MA, (978)249-5566 340501, Century Grind, LLC, 450 Ashley Blvd., New Bedford, MA, (508)995-0404 340571, Holliston Donuts, Inc., 441 Washington St, Holliston, MA, (508)429-3845 340584, Southwick Road Donuts, Inc., 20 Southwick Rd., Westfield, MA, (413)562-6284 340585, Taylor Donuts, Inc., 207 Mechanic St, Rapid Refill Station, Bellingham, MA, (508)966-0475 340616, Roundabout Donuts, Inc., 318 Broadway, Citgo Gas, Everett, MA, (617)381-9006 340644, Michael & Brian Marino, 257 Providence St, Xtra Mart Gas, Worcester, MA, (508)792-0080 340668, Delaware North Companies, Inc.-Boston, One Legends Way, Boston, MA, (617)248-0554 340675, Walthdun, LLC, 75 3rd Ave, Waltham, MA, (781)890-2936 340697, Xanthi, LLC, 508 Middleboro Ave, Taunton, MA, (508)823-7848 340734, Second Generation Donuts, LLC, 1 Joseph St, Kingston, MA, (781)582-3907 340740, 290 Central St, Inc., 290 Central St, Lowell, MA, (978)275-9588 340741, NTC Donuts, LLC, 815 S. Main St, Bellingham, MA, (508)876-9204 340743, DECS Donuts, Inc., 4 South Main St, Mansfield, MA, (508)339-6229 340802, Annual Grind, LLC, 1746 Purchase St, New Bedford, MA, (508)992-7836 340827, Rock Village Donuts, LLC, 447 Wareham St., Middleboro, MA, (508)946-0519 340874, Holbrook Donuts, LLC, 57 S. Franklin St, Holbrook, MA, (781)767-0504 340882, Eon Grind, LLC, 950 Kings Hwy, New Bedford, MA, (508)998-8394 340946, Waldwin Retail, LLC, 17 Melnea Cass Blvd., Boston, MA, (617)427-0980 340953, BCG DONUT CO., INC., II, 550 Providence Hwy, Wal*Mart, Walpole, MA, (508)668-0481 341010, BEVERAGE DONUTS, LLC, 1023 North Main St, Fall River, MA, (774)488-3390 341053, Moni Donuts, Inc., 355 Washington St, Pembroke, MA, (781)829-8963 341066, SOMERSET COFFEE STOP, INC., 815 Grand Army Highway, Stop & Shop, Somerset, MA, (508)679-1373 341086, MDM Management Group, LLC, 1089 Concord Tpke, Gulf Gas, Concord, MA, (978)371-0622 341096, Watermark Donut Company, Inc., 22 Beacon St, Boston, MA, (617)227-0565 341135, Waldwin Concessions LLC, Logan Airport, 200 Terminal Dr, East Boston, MA, (617)561-0556 341143, LPJ Donuts, Inc., 711 Bliss Road, Longmeadow, MA, (413)567-2067 341179, Leone's Donut Shop, Inc., 498 Mystic Ave, Stop & Shop, Somerville, MA, N/A 341282, Coco Group, LLC, 103 W Main St, Norton, MA, (508)622-0098 341286, Station Avenue Donuts LLC, 436 Station Ave, South Yarmouth, MA, (508)394-1141 341351, Route 20 Donuts, Inc., 895 Southbridge St, Auburn, MA, (508)832-0098 341381, Moment Grind, LLC, 951 Brock Ave, New Bedford, MA, (508)992-0369 341396, Lyndun Co., LLC, 932 Lynnfield St, Lynn, MA, (781)592-6773 341401, E & S Donuts, Inc., 10 Washington St, Norwell, MA, (781)878-8769 341447, Winter Street Kava, LLC, 38 Winter St, Weymouth, MA, (781)337-4526 341478, East Street Donuts, LLC, 425 East St, Pittsfield, MA, (413)499-6082 341481, Daniel Donuts, Inc., 316 Lowell St, Mobil, Wilmington, MA, (978)657-8920 341489, THE WALDWIN GROUP INCORPORATED, 360 Huntington Ave, Northeastern, Boston, MA, (617)373-4611

562

341558, Jada Donuts, LLC, 221 Main St, Gardner, MA, (978)630-0161 341562, Squantum Donuts #2, LLC, 751 E Squantum St, North Quincy, MA, (617)479-0442 341569, Plaza 45 Donuts, LLC, 45 Storey Ave, Newburyport, MA, (978)462-4872 341631, WB DONUTS 5, LLC, 575 West Center St, West Bridgewater, MA, (508)427-0558 341632, South St. Donuts, Inc, 76 South St, Hopkinton, MA, (508)544-1332 341634, ND DONUTS, LLC, 399 Great Plain Ave, Needham, MA, (781)433-9989 341676, Tori Foods, Inc., 871 Washington St, Stoughton, MA, (781)341-0437 341677, TORREY ST. DONUTS, INC., 304 Belmont St, Brockton, MA, (508)580-4458 341685, Courtney's Donuts, LLC, 10 Andrews Parkway, Devens, MA, (978)772-3296 341687, Second Generation Donuts, LLC, 265 South Meadow Rd., Plymouth, MA, (508)747-4929 341722, WB DONUTS, LLC, 30 Memorial Dr, Wal*Mart, Avon, MA, (508)427-9460 341791, Cape Management Team, LLC, 156 Iyannough Rd., Speedway, Hyannis, MA, (508)775-2796 341794, Cape Management Team, LLC, 343 Scenic Hwy, Buzzards Bay, MA, (508)743-0609 341831, Watermark Donut Company, Inc., 417 Washington St, Boston, MA, (617)451-2106 341855, Stoughton Donuts, Inc., 1516 Turnpike St, Stoughton, MA, (781)341-3536 341871, Brian's Donuts, LLC, 509 Cambridge St, Allston, MA, (617)254-0798 341872, Watermark Donut Company, Inc., 16 Tremont St, Boston, MA, (617)523-1279 341874, Neponset Avenue Donuts, LLC, 545 Freeport St, Stop & Shop, Dorchester, MA, (617)265-2766 341880, Middlesex Donuts, LLC, 69 Middlesex Tpke, Burlington, MA, (781)272-0369 341881, Pleasant St. Donuts, LLC, 506 Pleasant St, Northampton, MA, (413)584-8701 341965, RVN, Inc., 5 Cambridgepark Dr, MBTA Alwife Station, Cambridge, MA, (617)491-6400 342032, Fletcher Donuts, LLC, 11 Tapley St, Springfield, MA, (413)734-6382 342033, Mota Brothers Bakers, Inc., 303 Amherst Rd., Sunderland, MA, (413)665-0400 342055, West Brookfield Donuts, Inc., 92 W. Main St, West Brookfield, MA, (508)867-7440 342059, R.S.V., Inc., 1001 Central St, Leominster, MA, (978)534-4330 342071, Arlington Alepede, LLC, 369 Mass Ave, Arlington, MA, (781)648-1681 342158, Holie Donut VIII, LLC, 100 Marston St, Lawrence, MA, (978) 989-9093 342180, Waldwin Retail, LLC, 1926 Columbus Ave, Roxbury, MA, (617)427-6934 342228, ROXBURY DONUTS, INC., 684 Centre St ,Tedeschi Food Shop, Jamaica Plain, MA, (617)524-1584 342230, Waldwin Concessions LLC, Logan Airport, 100 Harborside Dr, East Boston, MA, (617)569-5265 342231, Waldwin Concessions LLC, Logan Airport ,100 Harborside Dr, East Boston, MA, (617)569-6147 342232, Second Generation Donuts, LLC, 1371 Hanover St, Hanover, MA, (781)878-1929 342287, Watermark Donut Company, Inc., 1 Summer St, Boston, MA, (617)426-2817 342288, Hancock St. Donuts, Inc., 2140 Washington St, Braintree, MA, (781)849-8100 342294, Capa Donuts, LLC, 282 Merrimack St, Methuen, MA, (978)989-0700 342295, Courtney's Donuts, LLC, 318 Main St, Groton, MA, (978)448-0681 342296, Courtney's Donuts, LLC, 17 Elm St, Townsend, MA, (978)597-0158 342334, Anjo Donuts, LLC, 36 Maple St, Danvers, MA, (978)774-2840 342345, Springfield Donuts, Inc., 1190 Boston Rd., Springfield, MA, (413)783-7104 342381, Seco Donuts, Inc., 1035 Newman Ave, Seekonk, MA, (508)761-6670 342439, KING DONUTS LLC, 156 King St, Cohasset, MA, (781)383-2189 342441, Aylit, LLC, 25 King St, Littleton, MA, (978)486-0053 342543, Mardio Donuts, LLC, 352 Lafayette St, Salem State College, Salem, MA, (978)745-1859 342555, Nashoba Valley Donuts, LLC, 85 Wilmington Rd., Burlington, MA, (781)272-2765 342602, 325 Washington Street, LLC, 325 Washington St, BP Gas, Woburn, MA, (781)935-0055 342603, R.B.J. Donut Co., Inc., 300 Ocean Ave, MGH, Revere, MA, (781)289-5250 342605, Tewksbury Donut Corp., 5 East St, Mobil Gas, Tewksbury, MA, (978)851-3543 342610, DARTMOUTH MANAGEMENT GROUP, LLC, 876 State Road, Dartmouth, MA, (508)997-3852 342612, LCJS Donuts, Inc., 100 Institute Rd,. Worcester Polytech Institute, Worcester, MA, (508)831-5693 342613, K.A. Donuts, LLC, 936-942 Broadway, Tedeschis, Chelsea, MA, (617)889-7138 342629, Medfield Donuts, Inc., 270 Main St, Gulf, Medfield, MA, (508)242-3313 342642, MDM Management Group, LLC, 5 Waltham St, Maynard, MA, (978)897-3854 342648, Water Donuts, Inc., 165 Market St, Rockland, MA, (781)871-0769 342723, Leicester Donuts, Inc., 1081 Main St, Leicester, MA, (508)892-9300 342744, Markad Group, LLC, 180 Canal St, Boston, MA, (617)227-4920 342899, MDM Management Group, LLC, 212 Main St, Acton, MA, (978)266-8942 342906, MAIA, LLC, 15 West Street, Beverly, MA, (978)927-3177 342930, Inspiration Donuts, Inc., 429 Highland Ave, Salem, MA, (978)744-2323 342932, LCJS Donuts, Inc., 570 Summer St, Barre, MA, (978)355-9023 342936, Glennco, Inc., 147 N Quincy St, Abington, MA, (781)857-2470 342940, Central Square Donuts, Inc., 1 Central Square, Lynn, MA, (781)598-1515 343071, Bulfinch Food Corporation, Inc., 59 Causeway St, Boston, MA, (617)367-4565 343072, Natmall, LLC, 1245 Worcester St, Natick Mall, Natick, MA, (508)650-3959 343109, Worcester Donuts, Inc., 765 W Boylston St, Worcester, MA, (508)595-9027 343119, Pawtucketville Donut Corporation, 182 Riverside St, Lowell, MA, (978)275-0939

563

343194, Crescent St. Donuts, Inc., 245 E Ashland St, Brockton, MA, (508)894-8057 343210, G & J Donuts, Inc., 104 Belmont St, Tedeschi, Worcester, MA, (508)756-3275 343217, Milford Donuts V, LLC, 146 S Main St, Milford, MA, (508)422-9772 343313, LPJ Donuts, Inc., 175 University Dr, Amherst, MA, (413)253-8167 343334, 177 Southwest Cutoff, LLC, 177 Southwest Cutoff, Worcester, MA, (508)770-1700 343336, Javamine, Inc., 277 Linden St, Wellesley, MA, (781)235-1237 343340, Hopedale Donuts, Inc., 144 Hartford Ave, Hopedale, MA, (508)422-9294 343347, South Bay Donuts Co., LLC, 1100 Mass Ave, Stop & Shop, Dorchester, MA, (617)288-8361 343348, SecondQ, LLC, 160 Providence Hwy, Stop & Shop, Dedham, MA, (781)326-9850 343357, Abington Donuts, Inc., 29 Hayward Street, Braintree, MA, (781)849-0099 343362, Jean Donuts, LLC, 586 Main St, Shell, Wilmington, MA, (978)694-4076 343363, Hull Donuts, LLC, 672 Nantasket Ave, Tedeschis, Hull, MA, (781)925-8721 343418, Watermark Donut Company, Inc., 3 Post Office Square, Boston, MA, (617)451-1056 343461, JJEC Donuts, LLC, 275 A Sandwich St, Jordan Hospital, Plymouth, MA, (508)830-2070 343464, M & A Distribution Co., Inc., 543 Lincoln St, Worcester, MA, (508)852-5637 343470, MAIA, LLC, 443 Essex St, Sunoco Gas, Beverly, MA, (978)922-2732 343490, DECS Donuts, Inc., 905 S Main Street, Mansfield, MA, (508)339-3800 343500, Seco Donuts, Inc., 1470 S. Washington St, Wal*Mart, North Attleboro, MA, (508)695-1555 343504, D N Donuts, Inc., 100 Cambridge St, Boston, MA, (617)523-4443 343523, North Side Donuts, LLC, 35 Lincoln Ave, Saugus, MA, (781)941-1462 343524, Abington Donuts, Inc., 553 Pond St, Braintree, MA, (781)848-1615 343545, Sutton Donuts, Inc., 158 N Main St, Uxbridge, MA, (508)278-5050 343546, Dodgeville Crossings, Inc., 217 South Main St, Attleboro, MA, (508)222-3466 343559, KATC Corp, 37 State St, Belchertown, MA, (413)323-6384 343602, Holie Donut, Inc., 12 Washington St, Chelsea, MA, (617)884-4946 343654, Harry M. Stevens, LLC, 4 Yawkey Way Fenway, Boston, MA, (617)536-6683 343655, Harry M. Stevens, LLC, 4 Yawkey Way Fenway, Boston, MA, (617)536-6683 343662, Brothers Donuts, Inc., 106 Washington Street, Attleboro, MA, (508)761-5379 343726, Maple Donuts, Inc., 300 Hartford Ave, Bellingham, MA, (508)966-0940 343753, Braga Donuts Eight, LLC, 71 Essex Ave, Mobil Gas, Gloucester, MA, (978)282-3214 343777, Patriot Donuts, LLC, 275 Mystic Ave, Medford, MA, (781)395-1146 343784, Cross St. Bakers, LLC, 160 Andover Street, Danvers, MA, (978)777-7200 343898, Main Street Donuts, Inc., 421-427 Main St, Worcester, MA, (508)791-5096 343899, Wall Street Donuts, Inc., 10 Wall St, Burlington, MA, (781)564-9974 344044, Alpine Bagels & Brews, Inc., 84 Massachusetts Ave, M.I.T., Cambridge, MA, (617)452-4089 344076, Oak Square Coffee House, LLC, 598 Washington St, Brighton, MA, (617)254-2600 344081, New Generation Donuts, LLC, 363 E. Falmouth Hwy, East Falmouth, MA, (508)495-0164 344085, Cape Management Team, LLC, 792 Main St, Speedway, Osterville, MA, (508)420-7398 344090, Oceanfront Donuts, Inc., 51 County Rd., Mattapoisett, MA, (508)758-3177 344092, Cape Cod Enterprises, LLC, 751 W Main St, Hyannis, MA, (508)771-1154 344114, S & S Donuts, LLC, 225 North Ave, Wakefield, MA, (781)213-6938 344123, Trapelo Donuts, Inc., 353 Trapelo Rd., Belmont, MA, (617)484-9623 344161, Boston Culinary Group, Inc., 1305 Memorial Ave, Eastern Expo Fairgrounds, W. Springfield, MA, (413)734-7632 344172, Readshell, LLC, 110 Main St, Shell Gas, Reading, MA, (781)942-0913 344173, Cape Cod Enterprises, LLC, 278 Main Street, Buzzards Bay, MA, (508)743-0431 344194, Leone's Donut Shop, Inc., 709 McGrath Hwy, Speedway, Somerville, MA, (617)628-3871 344318, Southwick Road Donuts, Inc., 625 E Main St, Westfield, MA, (413)562-4232 344341, Leominster Donuts, Inc., 97 Main St, Westminster, MA, (978)874-0070 344374, Alco Donuts, LLC, 17 Pearson St, Gardner, MA, (978)630-1150 344394, Watermark Donut Company, Inc., 230 Congress St, Boston, MA, (617)350-3194 344435, OHM Concession Group LLC, 300 Terminal C, Logan Intl Airport, East Boston, MA, N/A 344840, Watermark Donut Company, Inc., 330 Brookline Ave, Boston, MA, (617)667-0690 344861, Whitman Donuts, Inc., 318 Main St, Speedway, Hanson, MA, (781)293-5036 344948, Dutton Street, LLC, 556 Dutton St, Lowell, MA, (978)735-4527 345242, Andover Street Donuts, LLC, 256 Andover St, Peabody, MA, (978)531-7711 345299, Fresh Donuts, LLC., 100 Legends Way, North Station, Boston, MA, (617)367-4301 345321, Aylit, LLC, 220 Great Rd. Rt 2A, Littleton, MA, (978)486-3110 345338, DENT Donuts, LLC, 6 Enterprise Rd., South Dennis, MA, (508)394-9555 345339, C & O Donuts, LLC, 927 Main St, West Dennis, MA, (508)394-0496 345350, Second Grind, LLC, 1169 Braley Rd., New Bedford, MA, (508)985-1937 345353, Cape Management Team, LLC, 40 South St, Mashpee, MA, (508)477-9555 345538, Route 114 Donuts, LLC, 226 Winthrop St, Lawrence, MA, (978)689-0900 345592, Cape Cod Enterprises, LLC, 336 Route 130, Speedway, Sandwich, MA, (508)833-0142 345606, Liva Donuts, LLC, 15 Walnut Rd., South Hamilton, MA, (978)468-0555 345657, EVERETT DONUTS INC., 1885 Revere Beach Pkwy 16 West, Everett, MA, (617)389-9842

564

345669, DARTMOUTH MANAGEMENT GROUP, LLC, 450 State Rd., North Dartmouth, MA, (774)202-1722 345707, Atlantic Retailing, Inc., 286 Lincoln St, Lexington, MA, (781)862-1553 345712, Maia Donuts, LLC, 200 Commercial St, Malden, MA, (781)321-2129 345762, Second Generation Donuts, LLC, 23 Commerce Way, Plymouth, MA, (508)732-0480 345886, DARTMOUTH MANAGEMENT GROUP, LLC, 127 Faunce Corner Rd., North Dartmouth, MA, (774)305-4954 345890, E. Alepedis, Inc., 145 Dartmouth St, Back Bay Train Station, Boston, MA, (617)236-1025 345892, JJEC Donuts, LLC, 105 Samoset S,t Speedway, Plymouth, MA, (508)732-9989 346039, Pawtucketville Donut Corporation, 295 Varnum Ave, LGH Conf Ctr, Lowell, MA, (978)275-9760 346243, Douglas Donuts, LLC, 83 E Main St, Webster, MA, (508)949-0919 346295, Jo-Ad Realty, LLC, 736 Worcester St, Southbridge, MA, (508)764-2150 346338, Nashoba Valley Donuts, LLC, 275 New Lancaster Rd., Wal*mart, Leominster, MA, (978)534-2344 346345, Perfect Circle Donuts, Inc., 100 Taunton St, Plainville, MA, (508)699-0095 346476, Sparti Donuts, Inc., 221 Patriot Place, Foxborough, MA, (508)543-2650 346478, STELIOS DONUTS, LLC, 43 Worcester St, Taunton, MA, (508)880-0489 346629, Aramark Food and Support Services Group, Inc., 10 Buick St, Boston University, Boston, MA, N/A 346671, Copa, LLC, 1 Mason Ave, East Freetown, MA, (508)763-2305 346689, Glendale Donut, LLC, 321 Ferry St, The Corner Store Mart, Everett, MA, (617)381-1177 346714, Claycas Corp, 9 1/2 Paradise Rd., Salem, MA, (978)741-0000 346771, LCJS Donuts, Inc., 399 Southbridge St, Gulf, Worcester, MA, (508)799-0359 346806, Foxborough Donuts, Inc., 16 Washington St, Foxborough, MA, (508)543-0295 346807, DENT Donuts, LLC, 175 Route 137, Harwich, MA, (508)432-0555 346813, Watermark Donut Company, Inc., One Harbor St, South Boston, MA, (617)737-1860 346940, T.J. Donuts, Inc., 187 Summer St, Kingston, MA, (781)585-4430 346950, Bobble J, LLC, 215 Charlton Rd. Route 20, Sturbridge, MA, (508)347-7118 346952, Bedford Donuts, Inc., 44 North Rd., Northside Convenience, Bedford, MA, (781)275-7100 347395, Nashoba Valley Donuts, LLC, 300 Trade Center, Woburn, MA, (781)933-2317 347500, T & M Donuts, Inc., 30 Commercial St, Foxborough, MA, (508)698-3307 347512, Dimo Donuts, Inc., 219 Cambridge St, Speedway, Allston, MA, N/A 347611, Aramark Food and Support Services Group, Inc., 263 Alden Ave, Springfield College, Springfield, MA, (413)748-3128 347867, HF Donuts, LLC, 70 East St, Caritas Holy Family Hospital, Methuen, MA, (978)794-1972 347923, FB Enterprises, Inc., 320 Washington St, Stonehill College, North Easton, MA, (508)230-0394 348015, Second Generation Donuts, LLC, 195 Newport Ave, Quincy, MA, (617)328-3282 348017, 850 Broadway Donuts, LLC, 850 Broadway, Somerville, MA, (617)628-0587 348061, Hannon Donuts, LLC, 357 Middlesex Ave, Wilmington, MA, (978)658-6804 348078, Compass Group USA, Inc., 231 Forest St, Babson College, Wellesley, MA, (781)239-4396 348150, Ocean, LLC, 651 GAR Hwy, Swansea, MA, (508)673-6400 348201, Trifecta Donuts, LLC, 41 Lee Burbank Hwy, Speedway, Revere, MA, (781)284-4087 348331, DARTMOUTH MANAGEMENT GROUP, LLC, 350 Rodman St, Fall River, MA, (774)365-4557 348496, DENT Donuts, LLC, 1563 Main Street, Chatham, MA, (508)945-0026 348582, Fletcher Donuts, LLC, 77 West St, Springfield, MA, (413)382-7117 348651, Ava Donuts, LLC, 400 Cambridge Rd., Woburn, MA, (781)935-4334 348688, Vicnik, LLC, 1099 William S Canning Blvd., Fall River, MA, (508)235-1015 348717, Pawtucketville Donut Corporation, 1910 Andover St, Speedway, Tewksbury, MA, (978)851-2420 348720, Fletcher Donuts, LLC, 330 Main St, Holyoke, MA, (413)420-2014 348722, Cassal Corporation, 980 Paradise Rd., Swampscott, MA, (781)780-3570 348723, Watermark Donut Company, Inc., 711 Atlantic Ave, Boston, MA, (617)542-1630 348728, Infinity Grind, LLC, 929 Kempton St, Speedway, New Bedford, MA, (508)994-1091 348749, Instant Grind, LLC, 380 Hathaway Rd., New Bedford, MA, (508)999-2016 348873, Aylit, LLC, 978 Worcester St Route 9 East, Wellesley, MA, (781)237-1437 348942, OHM Concession Group LLC, 300 Terminal Rd., Logan Intr'l Airport, East Boston, MA, (617)567-3875 349133, DENT Donuts, LLC, 2393 State Hwy Rte 6, Wellfleet, MA, (508)349-2525 349275, LCJS Donuts, Inc., 500 Salisbury St ,Assumption College, Worcester, MA, (508)767-7182 349290, LPJ Donuts, Inc., 225 Whiting Farms Rd., Shell Oil, Holyoke, MA, (413)536-1870 349299, 133 Turnpike Rd., Inc., 185 Turnpike Rd., Xtra Mart Gas Station, Westborough, MA, (508)898-9801 349316, O & N Donuts, Inc., 665 Plantation St, Worcester, MA, (508)852-8400 349372, Olympic-Op, LLC, 124 Newbury St Route 1 South, Peabody, MA, (978)535-1584 349404, Memorial Drive Partners, LLC, 808 Memorial Dr, Cambridge, MA, (617)492-0758 349410, New Generation Donuts, LLC, 401 Nathan Ellis Hwy, Mashpee, MA, (508)477-0875 349635, YOUR TOWN DONUTS, LLC, 173 North St, Cheshire, MA, (413)749-7007 349722, Bentley Donuts, LLC, 822 Fall River Ave, Seekonk, MA, (508)336-4469 349756, LPJ Donuts, Inc., 208 College Hwy, Southwick, MA, (413)569-9129 349843, Aylit, LLC, 64 River Rd. W, Berlin, MA, N/A 349847, Independence Donuts, LLC, 1415 Curran Hwy, Wal*Mart, North Adams, MA, (413)664-6405 349863, Centerville Donut Corporation, 560 Bridge St, Lowell, MA, (978)710-7884 349888, JMD Donuts, LLC, 915 Waltham St, Shell Oil, Lexington, MA, (781)652-9124

565

349890, Aramark Educational Services, LLC, 235 Wellesley St, Regis College, Weston, MA, N/A 349942, 305 MISHAWUM ROAD LLC, 305 Mishawum Rd., Woburn, MA, (781)935-0002 349953, Harry M. Stevens, LLC, 4 Yawkey Way, Fenway Park, Boston, MA, N/A 349982, R.D. Donut II, Inc., 339 Main St, Everett, MA, (617)294-2769 349986, Salvi's Donuts, LLC, 155 Beach St, Malden, MA, (781)324-1460 349987, Braga Donuts Nine, LLC, 85 Washington St, Irving Gas, Gloucester, MA, (978)282-8828 349994, Watermark Donut Company, Inc., 161 Charles St, Boston, MA, (617)726-1102 349995, Meohme Associates, Inc., 232 Broadway, Taunton, MA, (508)823-8347 350003, Crosspoint Donuts, Inc., 980 Chelmsford St, Mobil Gas, Lowell, MA, (978)677-6556 350004, MADDISON OF WRENTHAM, LLC, 1001 South St, Wrentham, MA, (508)384-0908 350021, LYNNFIELD ST. DONUTS, INC., 79 Lynnfield St, Peabody, MA, (978)587-3388 350031, ELM STREET MILLBURY, LLC, 1 Elm St, Millbury, MA, (508)865-4031 350077, CADETTE AND NADREAU, LLC, 63 French King Hwy, Erving, MA, (413)422-1189 350134, Legacy Donuts, Inc., 806 Providence Hwy, Dedham, MA, (781)686-9890 350141, F.J. Catalano Enterprises, Inc., 880 Main St, Woburn, MA, (781)932-0548 350149, Crosspoint Donuts, Inc., 1992 Main St, Petroil Station, Tewksbury, MA, (978)323-9224 350154, Springfield Donuts, Inc., 1761 Allen St, Springfield, MA, (413)782-4590 350176, MARKOS DONUTS, LLC, 491 Weir St, Taunton, MA, (508)824-1206 350178, THE WALDWIN GROUP INCORPORATED, 895 Morton St, Boston, MA, (617)322-3383 350183, Church Street Enterprises, LLC, 61 Church St, Cambridge, MA, (617)714-3827 350304, Watermark Donut Company, Inc., 1 South Station, Boston, MA, (617)737-8080 350343, Speedway LLC, 1234 Belmont St, Speedway, Brockton, MA, (508)587-8887 350483, Red Plaza Donuts, LLC, 65 Main St, Stoneham, MA, (781)438-1459 350500, Potami, LLC, 87 Walkers Brook Dr, Shell Gas, Reading, MA, (781)944-8390 350502, 263 Grafton Street, Inc., 265 Grafton St, Worcester, MA, (508)755-0115 350509, SILVEIRA'S DONUTS, INC., 1443 Tremont St, Boston, MA, (617)442-7600 350510, Saw Mill Donuts, LLC, 36 Sawmill Lane, Dedham, MA, (781)686-1603 350516, Krios Donuts, Inc., 3 Park St, Rehoboth, MA, (774)331-2042 350579, DJQ DONUTS, LLC, 66 Concord St, Wilmington, MA, (978)657-6411 350670, JOSHUA DONUTS, LLC, 1018 Osgood St, North Andover, MA, (978)682-2252 350692, LINCOLN SQUARE DONUTS, LLC, 185 Washington St, Weymouth, MA, (781)335-3533 350695, Samoset St. Donuts, Inc., 2 Montello St, Carver, MA, (508)866-7267 350696, P & P DONUTS, LLC, 88 Boston Post Rd., Mobil Gas, Weston, MA, (781)647-3200 350734, AIRPORT RD. DONUTS, INC., 320 Airport Rd., Fall River, MA, (508)675-6515 350740, TREBLE COVE ROAD DONUTS, LLC, 1 Republic Rd., North Billerica, MA, (978)362-1070 350754, ASHLAND DONUTS III, LLC, 190 Pond St, Ashland, MA, (508)861-7813 350758, Ventura Baking Corp., 420 Newbury St, Danvers, MA, (978)762-3839 350805, MEDFIELD DONUTS II, INC., 563 Main St, Medfield, MA, (508)242-5587 350811, Pleasant St. Donuts, LLC, 1 Ely Rd., Westfield State University, Westfield, MA, (413)579-3703 350825, Watermark Donut Company, Inc., 48 W Broadway, South Boston, MA, (617)268-1213 350865, Cape Management Team, LLC, 464 Route 28, West Yarmouth, MA, (508)862-9062 351037, Crosspoint Donuts, Inc., 95 Westford Road, Mobil Gas, Tyngsboro, MA, (978)226-5417 351115, Janemarie Donuts, LLC, 206 Ballardvale St, Wilmington, MA, (978)447-1059 351407, Nashoba Valley Donuts, LLC, 134 Leominster Shirley Rd., Lunenburg, MA, (978)534-8500 351431, HOPKINTON DONUTS, LLC, 78 W Main St, Hopkinton, MA, (508)497-6373 351443, LAWRENCE STREET DONUTS, LLC, 123 Lawrence St, Lawrence, MA, (978)620-9022 351444, DECS Donuts, Inc., 321 School St, Mansfield, MA, (774)284-4064 351526, Lu-Jac Corp, 338 Squire Rd., Revere, MA, (781)629-3582 351539, JJEC Donuts, LLC, 367 Court St, Plymouth, MA, (508)746-1796 351555, L Street Donuts, LLC, 77 L St, South Boston, MA, N/A 351559, L. A. Donuts, Inc., 1659 Beacon St, Brookline, MA, (617)487-5936 351580, CADETTE AND NADREAU, LLC, 34 Elm St, Baldwinville, MA, (978)652-5669 351596, SecondQ, LLC, 736 Cambridge St St., Elizabeth Hospital, Brighton, MA, (617)779-6212 351690, WELLINGTON STATION DONUTS, LLC, Revere Beach Pkwy, Wellington MBTA Station, Medford, MA, (781)391-7590 351769, Hudmain, LLC, 350 Main St, Quick Stop Gas, Hudson, MA, N/A 351927, Donovan Services, Inc., 1044 Main St, Clinton, MA, (978)368-0501 351941, MERRIMACK COLLEGE DONUTS, LLC, 315 Turnpike St, Merrimack College, North Andover, MA, (978)258-5952 351945, CADETTE AND NADREAU, LLC, 50 Church St, Bernardston, MA, (413)648-3161 351974, City Donuts, Inc., 60 Foster St, Worcester Transit Facility, Worcester, MA, (508)753-2408 351992, Alepede, Inc., 430 Franklin St, Framingham, MA, (508)626-8120 352066, OLD POST DONUT CO., INC., 995 Old Post Rd., Walpole, MA, (508)668-4800 352497, Brayton St. Donuts, Inc., 540 Brayton Ave, Fall River, MA, (508)235-0458 352548, Springfield Donuts, Inc., 100 Congress St, Springfield, MA, (413)382-0237 352562, Great Wolf Lodge of New England, LLC, 150 Great Wolf Drive, Fitchburg, MA, (866)678-9653 352581, KATC Corp, 1300 W Main St, Warren, MA, (413)436-5407

566

352635, Nashoba Valley Donuts, LLC, 100 Commercial Blvd., Leominster, MA, (978)534-3818 352645, Douglas Donuts, LLC, 57 N Main St, Charlton, MA, (508)248-2829 352694, Second Chance Donuts, LLC, 93 Main Street, Andover, MA, (978)475-4193 352708, FRESH BREWED, INC., 4 N Main St, Whitinsville, MA, (508)234-2023 352767, SecondQ, LLC, 88 Washington St, Morton Hospital, Taunton, MA, (774)634-9045 352768, Coastal Donuts, Inc., 800 Washington St, Norwood Hospital, Norwood, MA, (781)255-6916 352979, CRW Partners, LLC, 1001 Massachusetts Ave, Cambridge, MA, (617)714-4242 353046, Shrewsbury Donuts, Inc., 271 Boston Turnpike, Shell Gas, Shrewsbury, MA, (508)753-2104 353076, West Side Donuts, Inc., 11 Pierce St, West Springfield, MA, (413)739-8577 353097, Sodexo Operations, LLC, 100 Morrissey Blvd., UMASS Boston, Boston, MA, (617)827-5072 353287, Park Avenue Donuts, Inc., 185 Park Ave, Mobil Gas, Worcester, MA, N/A 353332, Aramark Educational Services, LLC, 702 Comm Ave, Boston University, Boston, MA, (617)353-5305 353333, Aramark Educational Services, LLC, 775 Comm. Ave, Boston University, Boston, MA, N/A 353341, Cape Cod Enterprises, LLC, 3821 Falmouth Rd., Marstons Mills, MA, (508)428-1314 353410, West Central Donuts, LLC, 117 W Central St, Natick, MA, (508)545-0596 353463, North Attleboro Donuts, Inc., 605 E Washington St, North Attleboro, MA, (508)695-0264 353484, R.E.D. DONUTS, LLC, 264 Timpany Blvd., Shell Gas, Gardner, MA, (978)632-0307 353515, Watermark Donut Company, Inc., 89 Broad St, Boston, MA, (617)456-5330 353558, G & P DONUTS, INC., 242 Dedham St, Gulf Gas, Norfolk, MA, (508)384-9080 353579, Watermark Donut Company, Inc., 411 D St, Boston, MA, (617)439-6020 353657, Agawam Donuts, Inc., 389 Main St, Agawam, MA, (413)786-4828 353692, Crosspoint Donuts, Inc., 18 Boston Rd., Chelmsford, MA, (978)455-7124 353831, Bobble J, LLC, 123 Sutton Ave Xtramart, Oxford, MA, (508)987-2087 353866, Waldwin Concessions LLC, 15 Transportation Way, Logan Car Rentals, East Boston, MA, (617)541-1911 353872, Watermark Donut Company, Inc., 330 Washington St, Boston, MA, (617)227-0565 353874, Sparta-Op LLC, 915 S Main St, Haverhill, MA, (978)521-2497 353930, Southwick Road Donuts, Inc., 1056 North Rd., Westfield, MA, N/A 353936, Patriot Donuts, LLC, 350 Pleasant St, Belmont, MA, (617)932-8183 353961, Water Donuts, Inc., 323 Centre Ave, Abington, MA, (781)871-7301 354028, SecondQ, LLC, 795 Middle St, St Anne's Hospital, Fall River, MA, (508)235-5030 354055, 296 Littleton Road LLC, 294B Littleton Rd., Westford, MA, (978)692-1122 354227, Patriot Donuts, LLC, 100 1st Ave Building, Boston, MA, (617)286-7321 354410, Braga Donuts Seven, LLC, 3 Lexington Ave, Gloucester, MA, (978)525-3880 354411, Cape Cod Enterprises, LLC, 2 Bourne Rotary Cir N, Bourne, MA, (508)759-7029 354607, 614 Corporation, 1245 N Main St, Randolph, MA, (781)963-9752 354619, Route 13 Donuts, LLC, 212 Patriots Rd., Templeton, MA, (978)630-9989 354641, Mota Donuts, Inc., 295 Federal St, Greenfield, MA, (413)774-2200 354691, SAXONVILLE DONUTS, LLC, 3 Nicholas Rd., Framingham, MA, (508)877-1586 354694, ND DONUTS, LLC, 14 Dedham St, Dover, MA, (508)785-9882 355016, MORTON DONUT INC., 1255 Main St, Weymouth, MA, (781)331-0400 355022, MATTAPAN DONUTS, LLC, 1621 Blue Hill Ave, Mattapan, MA, (617)696-3300 355067, Cedar Donuts, Inc., 111 Cedar St, Milford, MA, N/A 355116, Allco Donuts, LLC, 277 Bedford St, Lexington, MA, (617)502-0983 355225, ACM DONUTS, LLC, 315 Main St, Acton, MA, (978)266-9512 355379, Pleasant St. Donuts, LLC, 142 Main St, Haydenville, MA, (413)268-7220 355423, Second Generation Donuts, LLC, 1222 Hanover St, Hanover, MA, (781)261-9686 355479, Agawam Donuts, Inc., 38 N Westfield St, Feeding Hills, MA, N/A 355493, Sodexo Operations, LLC, 100 State St, Framingham State University, Framingham, MA, (508)626-4602 355501, Marval, Inc., 223 N Main St, Natick, MA, N/A 355527, Plain St. Donuts, Inc., 1518 Tremont St, Duxbury, MA, (781)934-0471 355677, Lori Donuts, Inc., 425 Meadow St, Chicopee, MA, (413)592-1100 355806, Newbos, LLC, 270 Newbury St, Boston, MA, (857)990-3182 355855, New Generation Donuts, LLC, 1184 Sandwich Rd., East Falmouth, MA, (508)563-0133 355925, CADETTE AND NADREAU, LLC, 487 Princeton Rd., Fitchburg, MA, (978)400-5464 355981, Sodexo Operations, LLC, 415 South St, Brandeis University, Waltham, MA, (781)736-4341 356013, Springfield Donuts, Inc., 650 Memorial Dr, BJs Wholesale Club, Chicopee, MA, (413)268-7220 356015, Park Avenue Donuts, Inc., 640 Park Ave, Worcester, MA, (774)243-6911 356028, New Generation Donuts, LLC, 4 Sandwich Road, Teaticket, MA, (508)540-0418 356029, CADETTE AND NADREAU, LLC, 1474 Lunenburg Rd., Lancaster, MA, N/A 356047, Lori Donuts, Inc., 1046 Wilbraham Rd., Springfield, MA, (413)783-2741 356050, Pleasanttown SS Donuts, LLC, 640 Arsenal St, Watertown, MA, (617)924-0956 356076, DECAF LLC, Government Center Station, 1 Cambridge St, Boston, MA, (857)225-3702 356101, Mylan, LLC, 175 Maple Ave, Swansea, MA, (508)567-3005 356227, RiLo Donuts, Inc., 1395A Commerce Way, Attleboro, MA, (508)409-0473 356236, Route 13 Donuts, Inc., 115 Erdman Way, BJ's Wholesale Club, Leominster, MA, N/A

567

356237, Boston Hill Donuts, LLC, 6102 Shops Way, BJ's Wholesale Club, Northborough, MA, N/A 356252, RMG Donuts, LLC, 278 Middlesex Ave, BJs Wholesale Club, Medford, MA, (781)391-7590 356254, Middle Donuts, LLC, 622 Washington St ,BJs Wholesale Club, Weymouth, MA, (781)335-7910 356255, Cafe Management Associates, LLC, 901 Technology Ctr Dr, BJs Wholesale Club, Stoughton, MA, (781)344-2900 356256, Salvi's Donuts, LLC, 5 Ward St, BJs Wholesale Club, Revere, MA, N/A 356257, Legacy Donuts, Inc., 688 Providence Hwy, BJs Wholesale Club, Dedham, MA, N/A 356283, F.J. Catalano Enterprises, Inc., 61-63 Main St, Pepperell, MA, (978)433-7984 356286, Dander Donuts, Inc., 200 Crown Colony Dr, BJ's Wholesale Club, Quincy, MA, (617)773-1764 356327, Bettencourt VII Corp., 1500 Broadway Rd., Dracut, MA, N/A 356402, Stacy Lee Donuts, Inc., 301 Washington St, Plainridge Park Casino, Plainville, MA, N/A 356409, 325 Washington Street, LLC, 85 Cedar St, BJs Wholesale Club, Stoneham, MA, N/A 356473, RMG Donuts, LLC, 354-356 Bennington St, East Boston, MA, N/A 356492, THE WALDWIN GROUP INCORPORATED, 2493 Washington St, Roxbury, MA, (617)238-7495 356521, THE WALDWIN GROUP INCORPORATED, 400 Terminal Rd., Terminal E, Boston, MA, (617)567-1087 356568, DUDLEY DONUTS, LLC, 10 W Main St, Dudley, MA, N/A 356593, Elm Street Donuts, LLC, 242 Elm St, Somerville, MA, (617)623-9502 356634, J.A. Donuts, Inc., 55 Frank B Murray St, Springfield, MA, N/A 356668, Watermark Donut Company, Inc., 147 Tremont St, Boston, MA, (617)904-4025 356870, LPJ Donuts, Inc., 473 Pleasant St, Holyoke, MA, N/A 356890, Quincy Donuts, Inc., 588 Washington St, Quincy, MA, (617)847-5326 356908, PEREIRA DONUTS, LLC, 142 Russell St, Hadley, MA, (413)584-0871 356946, BOLTON ONE, LLC, 476 Main St, Bolton, MA, (978)634-1320 357034, C.J.A. Donuts, Inc., 170 Thompson Rd., Webster, MA, N/A 357114, GEN 2 LLC, 355 Plymouth St, Halifax, MA, (781)293-1440 357158, MALL-CAS CORP., 210 Andover St, Peabody, MA, N/A 357169, Evedun, LLC, 1 Horizon Way, Encore Casino, Everett, MA, (978)898-1334 357186, Belmont Donuts, Inc., 3065 Main St, Springfield, MA, N/A 357276, Northampton Donuts, Inc., 55 Damon Rd., Northampton, MA, N/A 357295, Compass Group USA, Inc., 400 Fenway, Emmanuel College, Boston, MA, N/A 357337, One Broadway Donuts, LLC, 1 Broadway, Cambridge, MA, (617)945-9627 357349, NORTH CANTON DONUTS, INC., 725 Washington St, Canton, MA, N/A 357365, Watermark Donut Company, Inc., 8 Park Plz City Place, Boston, MA, (617)367-2823 357410, FUTURE GRIND LLC, 207 Theodore Rice Blvd., New Bedford, MA, (508)998-2650 357464, Nashoba Valley Donuts, LLC, 180 Central St, Leominster, MA, (978)534-9774 357642, Frank Donuts, LLC, 1653 North St, Pittsfield, MA, (413)242-9381 357905, HG LOGAN RETAILERS JV, 300 Terminal Rd., Logan International Airport, Boston, MA, N/A 357906, HG LOGAN RETAILERS JV, 200 Terminal Rd., Logan International Airport, East Boston, MA, (781)922-6776 358058, Springfield Donuts, Inc., 140 Armory St, Springfield, MA, N/A 358237, J&G DONUTS, INC., 50 University Ave, Amtrak, Westwood, MA, (781)410-5310 358292, Route 13 Donuts, Inc., 1271 Templeton Rd., Athol, MA, N/A 358311, Courtney's Donuts, LLC, 788 Boston Rd., Groton, MA, N/A 358314, JES DONUTS, INC., 37 S Huntington Ave, Boston, MA, (617)383-5417 358384, DENT Donuts, LLC, 497 Route 134, South Dennis, MA, N/A 358427, Biweekly Grind, LLC, 12 Plaza Way, Fairhaven, MA, (508)999-1105 358454, Weekly Grind, LLC, 99 Belleville Ave, New Bedford, MA, N/A 358457, Belmont Donuts, Inc., 1252 Saint James Ave, Springfield, MA, (413)737-3026 358512, HG LOGAN RETAILERS JV, 300 Terminal Dr, Logan International Airport, Boston, MA, (551)237-9977 358690, NERO LLC, 147 Bridge Rd., Salisbury, MA, (978)225-2270 358776, Mylan, LLC, 148 N Walker St, Taunton, MA, (508)822-0982 358986, IN SPORTS LLC, 15 Manning Rd., Middleton, MA, (978)764-7940 358991, KCM Donuts, Inc., 400 Electric Ave, Lunenburg, MA, (978)400-5410 359002, Proinova, LLC, 748 New State Highway, Raynham, MA, N/A 359433, RVN, Inc., 175 Forest St Student Center, Waltham, MA, N/A 359614, Belmont Donuts, Inc., 1487 Bay St, Springfield, MA, (413)733-7485 Maryland 300354, LUIS GROUP, LLC, 2405 Reedie Dr, Wheaton, MD, (301)949-4251 300381, SGS, LLC, 2001 York Rd., Timonium, MD, (410)252-0350 300411, Anand, Inc., 8021 Liberty Rd., Baltimore, MD, (410)655-4146 300495, Union Enterprises, Inc., 7821 Wise Ave, Baltimore, MD, (410)288-2844 300617, Chhatral Corporation, 2718 Washington Blvd., Baltimore, MD, (410)646-5328 300629, Eastpoint Refreshment Co., Inc., 600 Dundalk Ave, Baltimore, MD, (410)633-5476 300841, Shriji Investors LLC, 1020 W 41st St, Baltimore, MD, (410)366-4595 300912, Kaival Krupa, Inc., 1600 E Joppa Rd., Towson, MD, (410)821-1620 302516, Sitaram Donuts Inc, 9644 Belair Rd. C, Baltimore, MD, (410)256-6652

568

302732, Divya Donut, Inc., 8801 Pulaski Hwy, Baltimore, MD, (410)574-4072 302734, Ashapura, Inc., 6100 Allentown Rd., Camp Springs, MD, (301)899-7282 302849, NORMANDY DONUTS, INC., 8455 Baltimore National Pike, Ellicott City, MD, (410)750-6010 303438, AARK CAPITAL USA, LLC, 102 Big Elk Mall, Elkton, MD, (410)392-0183 303439, SGS, LLC, 10003 York Rd., Cockeysville, MD, (410)666-2489 303440, J & N DONUT, INC., 2053 E Joppa Rd., Parkville, MD, (410)882-4440 303442, Easton Donut Shop, Inc., 215 Sunburst Hwy, Cambridge, MD, (410)228-6197 303903, PPH Corporation, 7903 Annapolis Rd., Lanham, MD, (301)459-8244 304040, Umashankar Donuts Inc, 7924 Belair Rd., Baltimore, MD, (410)661-2411 304078, Nistazos and Sons, Inc., 4022 Pulaski Hwy, Baltimore, MD, (410)276-1516 304179, Upcounty Donuts, LLC, 1296 W Patrick St, Frederick, MD, (301)846-7991 304229, Salisbury Donut Shops, Inc., 908 Salisbury Blvd., Salisbury, MD, (410)749-5999 304246, W. Donut Operating, LLC, 865 Rockville Pike, Rockville, MD, (301)610-0897 304365, Pramukh Swami Donuts, LLC, 7000 Reisterstown Rd., Baltimore, MD, (410)764-6846 304469, SAHAJ LLC, 8053 Ritchie Hwy, Pasadena, MD, (410)760-8500 304577, Kaival, Inc., 1602 Eastern Blvd., Essex, MD, (410)391-8557 304750, Akshar Investors LLC, 7846 Eastern Ave, Baltimore, MD, (410)282-7048 307806, Ranip Corporation, 1900 Fairfax Rd., Annapolis, MD, (410)267-6104 307807, Pramukh Swami Donuts, LLC, 1508 Reisterstown Rd., Pikesville, MD, (410)653-8182 310187, C.J. Donut Operating, LLC, 7739 Tuckerman Ln, Potomac, MD, (301)983-8267 310211, Urvi, Inc., 201 York Rd., Towson, MD, (410)821-0810 310224, T. Donut Operating, LLC, 2006 Veirs Mill Rd., Rockville, MD, (301)762-5864 310362, HARSHP, INC., 4705 Crain Hwy, Upper Marlboro, MD, (301)780-8444 310376, Jay Kaival, Inc., 6305 Kenwood Ave, Baltimore, MD, (410)866-8196 310447, Maniba Corporation, 5485 Harpers Farm Rd., Columbia, MD, (410)997-2297 330009, LUIS GROUP TWO, LLC, 18100 Village Mart Dr, Olney, MD, (301)570-2410 330116, Pizza Brothers East II, Inc., 8901 Wisconsin Ave, National Navy Medical Ctr, Bethesda, MD, (301)652-4667 330177, Maniba Corporation, 7106 Minstrel Way, Columbia, MD, (410)381-5779 330905, Sunbeam Carroll, Inc., 576 Jermor Ln, Westminster, MD, (410)857-4511 331698, Easton Donut Shop, Inc., 315 High St, Chestertown, MD, (410)778-6211 332496, SAHAJ LLC, 3701 Wilkens Ave, Baltimore, MD, (410)368-9555 335468, RAJ & KK, L.L.C., 9404 A Reisterstown Rd., Owings Mills, MD, (443)394-7701 335878, Perk Me Up, LLC, 700 Gaither Rd., Rockville, MD, (301)330-5471 336112, Easton Donut Shop, Inc., 601 Legion Rd., Denton, MD, (410)479-5408 336356, Sunbeam Hampstead Investors, LLC, 822 South Main St., Hampstead, MD, (410)374-1425 338213, PRIYA ENTERPRISES LLC, 2970 Belcrest Center Dr, Hyattsville, MD, (301)559-1763 338634, Maritime Coffee Time, LLC, 3033 Solomons Island Rd., Edgewater, MD, (410)956-1176 339788, DMD Conn-10625, LLC, 10625 Connecticut Ave, Kensington, MD, (301)942-0012 340939, Sunbeam Eldersburg, Inc., 1945 Liberty Rd., Eldersburg, MD, (410)552-0031 341360, GN LIGHT, LLC, 25 Light St, Baltimore, MD, (410)617-8705 342049, Nilkanthvarni Enterprises, Inc., 100 Rt. 40 Perryville Station, Perryville, MD, (410)642-0207 342110, S2G, LLC, 1238 Putty Hill Pkwy, Wal*Mart, Towson, MD, (410)296-5150 342111, Salisbury Donut Shops, Inc., 409 N Fruitland Blvd., Wal*Mart, Fruitland, MD, (410)219-3280 342352, Anand, Inc., 2401 Liberty Heights Ave, Baltimore, MD, (410)669-3004 342406, Nilkanth Donuts Inc., 645 S. Philadelphia Blvd. Wal*Mart, Aberdeen, MD, (410)297-6770 343473, Shreeji Donuts, Inc., 901 Middle River Rd., Middle River, MD, (410)686-6712 343700, Sunbeam Hampstead Investors, LLC, 2320 N Hanover Pike, Wal*Mart, Hampstead, MD, (410)374-3175 343751, SGS, LLC, 10 Fila Way, Sparks, MD, (410)472-9402 343779, The LMC Group, LLC, 130 N. East Rd. a, North East, MD, (410)287-0162 344463, Maruti Donuts, Inc., 2105 Calvary Rd., Bel Air, MD, (410)734-6500 344505, The Charlotte Hall Group, LLC, 30170 Three Notch Rd., Charlotte Hall, MD, (301)290-1066 344712, The Java Group, LLC, 22861 Three Notch Rd., California, MD, (301)866-1712 344912, HP Donuts, Inc., 1541 Hyde Park Rd., Hyde Park Station SC, Essex, MD, (410)780-3380 345244, Shri Ram Donuts, Inc., 4872 Montgomery Rd., Ellicott City, MD, (410)480-8430 345245, PSG, LLC, 1506 York Rd., Lutherville, MD, (410)321-4480 345474, Harford Road Donut, LLC, 9400 Harford Rd., Baltimore, MD, (410)661-1390 345545, Mercantile Donuts, LLC, 1928-A Pulaski Hwy, Edgewood, MD, (410)676-1113 345571, Riddhi Siddhi Incorporated, 18206 Oak Ridge Dr, Hagerstown, MD, (301)733-5186 345593, HAMERA FOUR LLC, 1100 Light St, Baltimore, MD, (410)545-0522 345682, Saraswati Donuts, Inc., 7530 Montpelier Rd., Laurel, MD, (301)498-2444 346048, Anjanisut Donuts, Inc., 3004 Emmorton Rd., Abingdon, MD, (410)569-1103 346502, Washington DC Coffee Kings LLC, 3030 Queens Chapel Rd., Hyattsville, MD, (240)696-7363 346727, Maritime Coffee Time, LLC, 5408 Southern Maryland Blvd., Lothian, MD, (410)741-1607 346871, Faber, Coe & Gregg of Florida, Inc., 1515 N. Charles St, Baltimore Penn Station, Baltimore, MD, (410)752-4222 346916, J & L Donuts, Inc., 13874 Georgia Ave, Silver Spring, MD, (301)603-0088

569

347020, Upcounty Thurmont Donuts LLC, 2198 Old Farm Dr, Frederick, MD, (301)624-4181 347108, SV Donuts One, LLC, 13424 New Hampshire Ave, Silver Spring, MD, (301)879-6848 347445, B M Donuts Inc., 7514 Pulaski Hwy Shell Station, Rosedale, MD, (410)866-1009 347844, HAMERA FOUR LLC, 1615 Whetstone Way, Baltimore, MD, (443)438-7329 348405, HAMERA INVESTORS, LLC, 3597 Washington Blvd., Lansdowne, MD, (410)242-2917 348406, Easton Donut Shop, Inc., 1903 Taylor Ave, Baltimore, MD, (443)219-4000 348466, Snowden Donuts, Inc., 8205 Snowden River Pkwy, Columbia, MD, (410)465-5882 348470, Milan Patel, BWI Airport Rd. Terminal C, Glen Burnie, MD, (410)850-4112 348548, HAMERA INVESTORS, LLC, 3101 Baltimore Blvd., Finksburg, MD, (443)273-3143 348682, I.L. Creation of Maryland, Inc., 19901 Germantown Rd., Germantown, MD, (240)271-0653 348747, Milan Patel, BWI Airport Rd., Terminal D, Glen Burnie, MD, (410)850-4007 348832, T. Donut Operating, LLC, 16220 Frederick Rd., Gaithersburg, MD, (301)990-9499 348833, HAMERA FOUR LLC, 200 E Lexington St, Baltimore, MD, (410)545-0512 348835, Neelkanth Donuts, Inc., 9506 Philadelphia Rd., Rosedale, MD, (410)686-4810 349095, Ocean City Donut Shops, Inc., 5601 Coastal Hwy, Ocean City, MD, (410)520-0185 349203, Raguveer LLC, 458 N Camp Meade Rd., Linthicum, MD, (410)636-3718 349324, Kamala K Corporation, 7984 Crain Hwy S, Glen Burnie, MD, (410)846-1120 349457, SV Donuts One, LLC, 20 Montgomery Village Ave, Gaithersburg, MD, (301)869-3865 349766, GN Central LLC, 6412 Central Ave, Capitol Heights, MD, (301)456-1559 349808, Ocean City Donut Shops, Inc., 12641 Ocean Gtwy, Ocean City, MD, (410)213-1186 349914, AADITYA LLC, 835 Nursery Rd., Linthicum, MD, (410)609-0020 350033, GN BOWIE LLC, 6796 Laurel Bowie Rd., Bowie, MD, (240)206-9607 350112, Maritime Coffee Time, 38 West, LLC, 38 West St, Annapolis, MD, (410)280-1725 350213, Yagna Donuts, LLC, 30 W Biddle St, University of Baltimore, Baltimore, MD, (443)835-2895 350241, AVI Enterprise LLC, 5412 Silver Hill Rd., District Heights, MD, (301)456-1934 350338, Anand, Inc., 9901 Liberty Rd., Randallstown, MD, (410)701-3107 350427, SAHAJ LLC, 111 Kenwood Rd., Pasadena, MD, (410)437-2121 350527, Salisbury Donut Shops, Inc., 1200 Nanticoke Rd., Salisbury, MD, (410)630-8260 350729, ILC BRAND, INC., 5000 Ellin Rd. IRS, Lanham, MD, (301)429-0495 350785, Washam Investors LLC, 19781 Frederick Rd., Germantown, MD, (301)250-1024 350786, Washam Investors LLC, 8401 Colesville Rd., Silver Spring, MD, (301)326-2980 350814, Metro Trading Corporation, 5900 Greenbelt Rd., Greenbelt, MD, (301)220-3806 350848, Areas USA MDTP, LLC, JFK Memorial Hwy, Maryland Turnpike I-95, Aberdeen, MD, (443)681-2103 350880, Shaker Donuts, Inc., 10430 Shaker Dr, Columbia, MD, (410)992-6989 351232, Akshar Investors LLC, 190 Carroll Island Rd., Middle River, MD, (410)335-2445 351248, Capital Brands Group Inc., 10260 Baltimore Ave, College Park, MD, (240)391-6897 351289, BELA ENTERPRISE LLC, 4109 Mountain Rd., Pasadena, MD, (410)255-2000 351401, Salisbury Donut Shops, Inc., 298 Tilghman Rd., Salisbury, MD, (410)216-5065 351565, MARITIME COFFEE TIME, KENT ISLAND LLC, 1132 Shopping Center Rd., Stevensville, MD, (410)604-6996 351819, VP Donuts LLC, 5303 Baltimore National Pike, Baltimore, MD, (410)788-1000 351860, Ocean City Donut Shops, Inc., 406 S Baltimore Ave, Ocean City, MD, (410)630-4205 351991, Washam Investors LLC, 22610 Newcut Rd., Clarksburg, MD, (240)207-4650 352017, GEMA INCORPORATED, 18233 Maugans Ave, Hagerstown, MD, (240)347-4922 352018, GN CRYSTAL LLC, 12613 Laurel Bowie Rd., Laurel, MD, (240)280-8099 352060, SHIKSHA, INC., 11450 Pulaski Hwy, White Marsh, MD, (410)335-2049 352248, LUIS GROUP SIX, LLC, 7500 Old Georgetown Rd., Bethesda, MD, (301)961-6070 352425, Anand, Inc., 1658A Whitehead Ct, Woodlawn, MD, (410)944-4829 352865, SHIV INVESTORS, LLC, 1003E W 7th St, Frederick, MD, (240)578-4808 352939, LUIS GROUP SEVEN, LLC, 14600 Frederick Rd., Cooksville, MD, (410)489-5415 353081, Sodexo Operations, LLC, 9800 Savage Rd., Fort Meade, MD, N/A 353088, LUIS GROUP EIGHT, LLC, 2020 Marriottsville Rd., Marriottsville, MD, (410)442-1810 353286, LA PLATA, INC, 2925 Crain Hwy, Waldorf, MD, (301)645-0225 353395, LUIS GROUP THREE, LLC, 4943 Elm St, Bethesda, MD, (301)652-4747 353616, M.P. Donut Operating, LLC, 11530 Rockville Pike, Rockville, MD, (301)231-6516 353644, LUIS GROUP NINE, LLC, 12800 Frederick Road, West Friendship, MD, (410)489-0170 353645, THE LEONARDTOWN GROUP, LLC, 22841 Washington St, Leonardtown, MD, (301)475-5075 353721, Easton Donut Shop, Inc., 210 Marlboro Ave, Easton, MD, (410)457-3177 353828, HIRAL DONUTS, INC., 7603 Crain Hwy, Upper Marlboro, MD, (301)627-4700 353834, Shriji Corporation, 8375 Mapes Road Fort Meade, Fort Meade, MD, (410)674-7948 353937, GB Coffee, LLC, 610 Quince Orchard Rd., Gaithersburg, MD, (301)799-2080 353969, LUIS GROUP ELEVEN, LLC, 15180 Frederick Rd., Rockville, MD, (301)424-2747 354264, South County Donut, LLC, 5075 Solomons Island Rd., Lothian, MD, (443)294-6774 354266, UNION ENTERPRISES OF MERRITT BOULEVARD, INC., 1099 Merritt Blvd., Dundalk, MD, (410)288-2180 354267, LUIS GROUP THIRTEEN, LLC, 1800 Rockville Pike, Rockville, MD, (301)770-0653 354269, LUIS GROUP FOURTEEN, LLC, 15235 Siesta Key Way, Rockville, MD, (301)947-2975

570

354448, LAXMINARAYAN DONUTS INCORPORATED, 5980 Belair Rd., Baltimore, MD, (443)708-8082 354449, COFFEE KING, INC., 48 Drury Dr, La Plata, MD, N/A 354531, Nanduba, Inc., 6400 Frederick Rd., Catonsville, MD, (443)315-5529 354586, GN PIKESVILLE LLC, 1101 Reisterstown Rd., Pikesville, MD, (410)580-9009 354683, Meadowridge Donuts, Inc., 6010 Meadowridge Center Dr, Elkridge, MD, (410)799-2888 354837, MEERA, INC., 730 Concourse Circle, Middle River, MD, (410)344-6440 354843, MARITIME COFFEE TIME, RIVA RD LLC, 2568 Riva Rd., Annapolis, MD, (410)224-0079 355132, LUIS GROUP TWELVE, LLC, 17920 Georgia Ave, Olney, MD, (301)774-8117 355304, LUIS GROUP FIFTEEN, LLC, 1616 W Nursery Rd., Linthicum, MD, (410)859-1021 355321, Ocean City Donut Shops, Inc., 10128 Old Ocean City Blvd., Berlin, MD, (410)216-1660 355339, SHREE NARAYAN, LLC, 6516 Baltimore National Pike, Catonsville, MD, (443)251-5278 355344, Sunbeam Upperco, LLC, 15304 Hanover Pike, Upperco, MD, (410)429-6137 355414, GN CHARLES, LLC, 1 N Charles St, Baltimore, MD, (410)680-6180 355436, Annapolis Donut Shops, Inc., 951 Ritchie Highway, Arnold, MD, (443)333-5509 355451, VAYUPUTRA DONUTS INCORPORATED, 1920 Bel Air Rd., Fallston, MD, (410)877-2445 355609, SHERTHA CORPORATION, 7395 Baltimore Annapolis Blvd., Glen Burnie, MD, (410)768-4150 355872, SHRIJI SECURITY LLC, 1750 N Rolling Rd., Baltimore, MD, (410)929-8724 356066, The Prince Frederick Group, LLC, 30 Old Field Lane, Prince Frederick, MD, (240)298-4182 356117, Aramark Sports and Entertainment Services, LLC, 1101 Russell St, M & T Stadium, Baltimore, MD, N/A 356159, Sunbeam Eldersburg, Inc., 820 Market St, BJs Wholesale Club, Westminster, MD, (443)789-6626 356190, Easton Donut Shop, Inc., 110 Laser Dr, Centreville, MD, (410)758-1433 356285, SAHAJ BJS LLC, 8139 Gov Ritchie Hwy, BJs Wholesale Club, Pasadena, MD, (410)760-8500 356294, Maniba Corporation, 9011 Snowden River Pkwy, BJs Wholesale Club, Columbia, MD, (410)680-6680 356347, PBE Centrum Cafe, LLC, 4600 Sangamore Rd., Bethesda, MD, (301)320-1795 356565, SHARDABA INC, 900 Eastern Blvd., Essex, MD, (443)730-6687 356624, BALTIMORE DONUTS LLC, 6100 Old Frederick Rd., Catonsville, MD, (443)315-5951 356842, Baldev, Inc., 121 Beacon Rd., Middle River, MD, (443)730-6074 356860, SHIV INVESTORS, LLC, 1560 Opossumtown Pike, Frederick, MD, (240)303-3029 356956, HARIKRUPA DONUTS INC., 8675 Belair Rd., Nottingham, MD, N/A 356976, SUKARMA DONUTS, LLC, 2001 East Monument St, Baltimore, MD, (410)444-7320 357042, Ocean City Donut Shops, Inc., 6701 Coastal Highway, Ocean City, MD, (410)220-4700 357092, Dorsey Donuts, Inc., 1741 Dorsey Rd., Hanover, MD, (410)796-6169 357198, RAJ & KK, L.L.C., 11808 Reisterstown Rd., Reisterstown, MD, (410)833-4770 357199, GN Square, LLC, 8827 Greenbelt Rd., Greenbelt, MD, (240)245-3745 357218, Shiv Eldersburg LLC, 6252 Sykesville Rd., Eldersburg, MD, (410)549-1752 357219, DMD Washington - 319, LLC, 319 Washington Boulevard, Laurel, MD, (301)604-1580 357221, RED RUN DONUTS LLC, 11050 Red Run Blvd., Owings Mills, MD, (410)998-9997 357400, CBG College Park, LLC, 4211 Knox Rd., College Park, MD, (240)615-8101 357631, GN Village, LLC, 7002 A Reisterstown Road, Baltimore, MD, (410)580-9550 357632, OAKLAND MILLS DONUTS, INC., 5880 Robert Oliver Place, Columbia, MD, (410)715-1389 357953, SHREE ENTERPRISES LLC, 817 Maiden Choice Lane, Catonsville, MD, (410)760-8500 357973, UPCOUNTY FREDERICK DONUTS LLC, 3901 Jefferson Pike, Jefferson, MD, (240)651-1303 357974, Salisbury Donut Shops, Inc., 30415 Umes Blvd., Princess Anne, MD, (410)216-1226 358000, AIL Hospitality, LLC, 3 Research Ct, Rockville, MD, (301)840-0200 358148, GN SOUTHWESTERN, LLC, 5648 Southwestern Blvd., Halethorpe, MD, (410)401-5336 358185, HANUMAN DONUTS INC., 802 Conowingo Rd., Bel Air, MD, (609)410-1635 358197, Luis Group Nineteen, LLC, 13804 Outlet Dr, Silver Spring, MD, (301)847-2023 358231, Union Enterprises of North Point Boulevard Inc, 4040 North Point Blvd., Dundalk, MD, (410)388-0388 358319, Compass Group USA, Inc., 1000 Hilltop Rd., Catonsville, MD, (443)315-5529 358411, Rambhakta Donuts Inc., 2308 E Churchville Rd., Bel Air, MD, N/A 358527, PAYAL, INC., 6435 Pulaski Highway, Baltimore, MD, (201)600-2553 358822, Maniba Corporation, 7185 Columbia Gateway Dr, Columbia, MD, (443)542-2015 359537, CHHATRAL II CORPORATION, 1800 Washington Blvd., Baltimore, MD, N/A Maine 300268, DMCP Group, LLC, 327 Main St, Bangor, ME, (207)947-8404 300710, Deering Donuts, LLC, 544 Deering Ave, Portland, ME, (207)772-1536 300711, Colette's Donut Shoppe, 319 Main St, Lewiston, ME, (207)782-6233 300944, Cash Corner Donuts, LLC, 446 Western Ave, South Portland, ME, (207)253-8059 301212, Lisbon Donuts, Inc., 1124 Lisbon St, Lewiston, ME, (207)786-2871 301286, San-Do, Inc., 925 Main Street, Sanford, ME, (207)324-8663 301591, D & D Mid-Coast, LLC, 632 Main St, Rockland, ME, (207)594-7756 302107, Leall, Inc., 995 Union St, Bangor, ME, (207)947-0277 302685, Xanadu, Inc., 131 North St, Calais, ME, (207)454-3301 302897, Saturn Associates, Inc., 24 Bridgton Rd., Westbrook, ME, (207)878-8546

571

302898, Saturn Associates, Inc., 29 Main Street, Westbrook, ME, (207)887-4169 302904, BRUNSWICK DONUTS INC., 172 Bath Rd. Cooks Corner, Brunswick, ME, (207)729-1770 303433, College Ave Donuts, LLC, 42 College Ave, Waterville, ME, (207)872-0784 304120, F.P.M. Donuts, Inc., 360 Center St, Auburn, ME, (207)783-0408 304683, DMCP Group, LLC, 271 State St, Brewer, ME, (207)989-7521 304691, Broadway Donuts, LLC, 617 Broadway, South Portland, ME, (207)799-0400 304697, Saturn Associates, Inc., 1378 Washington Ave, Portland, ME, (207)797-8339 306142, DMCP Group South Paris, LLC, 169 Main St, South Paris, ME, (207)743-2020 306526, Newport Donuts, LLC, 532 Oxbow Rd. Rte 100, Palmyra, ME, (207)368-2162 306781, SMK Donuts, Inc., 386 Madison Ave, Skowhegan, ME, (207)474-7167 306799, Windham Donuts, Inc., 736 Roosevelt Trail Rt 302, Windham, ME, (207)892-1704 306941, DMCP Group, LLC, 552 Stillwater Ave, Old Town, ME, (207)827-3750 307219, Bucksport Donuts LLC, 74 US Route 1, Bucksport, ME, (207)469-3433 307243, Saco Donuts, LLC, 505 Main St, Saco, ME, (207)282-8840 307885, South Berwick Donuts, Inc., 175 Main St, South Berwick, ME, (207)384-4188 308129, DMCP Group, LLC, 154 Congress Street, Rumford, ME, (207)364-2128 308331, Saturn Associates, Inc., 242 Main St, Yarmouth, ME, (207)846-0781 308507, DMCP Group, LLC, 394 Odlin Rd., Bangor, ME, (207)942-8150 308564, Saturn Associates, Inc., 219 Us Route 1, Falmouth, ME, (207)781-2634 308622, PFRF, Inc., 1358 Post Road, Wells, ME, (207)646-7633 308789, DMCP Group, LLC, 1024 Main Road, Holden, ME, (207)843-6931 330724, BW Donuts LLC, 1066 Broadway, Bangor, ME, (207)941-0084 330726, Gray Donuts, Inc., 3 Shaker Rd., Gray, ME, (207)657-4804 331161, Stan Donuts, Inc., 30 Ossipee Trl E, Standish, ME, (207)642-7760 331318, A.D.D.M. DONUTS, Inc., 4c Hamilton Court Route 196, Topsham, ME, (207)373-0837 331830, Alagonia, Inc., 476 Alfred St, Biddeford, ME, (207)282-2002 331926, F.P.M. Donuts, Inc., 800 Minot Ave, Auburn, ME, (207)784-8611 332371, Maine Mall Donuts, LLC, 325 Gorham Rd., South Portland, ME, (207)874-9600 332971, SMK Donuts, Inc., 175 Water St, Skowhegan, ME, (207)474-7167 335034, Gorham Distribution Center, LLC, 593 Lower Main St Route 25 & 237, Gorham, ME, (207)839-7044 335035, Scarborough Donuts, LLC, 196 Us Rte 1, Scarborough, ME, (207)883-6262 335827, Saturn Associates, Inc., 65 Gray Rd., Falmouth, ME, (207)797-3303 336412, Hogan Road Donuts LLC, 749 Hogan Rd., Bangor, ME, (207)262-0053 336413, FREEPORT DONUTS LLC, 200 Lower Main Street, Freeport, ME, (207)865-2157 336416, DREWCO, LLC, 89 High St, Caribou, ME, (207)492-1701 336417, DREWCO, LLC, 283 Main St, Presque Isle, ME, (207)762-3835 336418, DREWCO, LLC, 246 North St, Houlton, ME, (207)532-5954 336557, D.E. Donuts, Inc., 3 Spruce Street, Biddeford, ME, (207)282-5525 336681, San-Do Donuts, LLC, 1503 Main St, Sanford, ME, (207)324-8159 336754, D & D Mid-Coast, LLC, 849 Commercial St., Rockport, ME, (207)593-9181 336892, D & D Mid-Coast, LLC, 1400 U.S. Route 1, Waldoboro, ME, (207)832-4100 337604, Gisele LLC, 35 Bridge St, Gardiner, ME, (207)582-9479 337687, Oracle Management I, Inc., 636 Wilton Rd., Farmington, ME, (207)779-1771 337739, Colette's Donut Shoppe, 590 Main St, Lewiston, ME, (207)783-6941 337946, Old Orchard Beach Donuts LLC, 13 Old Orchard St, Old Orchard Beach, ME, (207)934-5300 337988, Manchester Donuts, LLC, 926 Western Ave, Manchester, ME, (207)621-0093 338112, Lyman Donuts, LLC, 1480 Alfred Rd., Lyman, ME, (207)499-2622 338175, ND Donuts, LLC, 554 Congress St, Portland, ME, (207)773-4381 338372, Augusta Donuts, LLC, 5 Gaywalk St, Augusta, ME, (207)621-1325 338461, F.P.M. Donuts, Inc., 7 Riverside Dr, Auburn, ME, (207)783-8111 338555, Oracle Management II, Inc., 40 Sokokis Trail, Waterboro, ME, (207)247-2000 338626, K.P. Donuts, Inc., 148 Sabattus Rd., Sabattus, ME, (207)375-6092 338905, L & S, LLC, 266 State St., Ellsworth, ME, (207)667-9209 339010, Gorham Distribution Center, LLC, 601 Warren Ave, Portland, ME, (207)772-6474 339119, George Donuts, LLC, 865 Portland Rd., Saco, ME, (207)283-9110 339700, Old Port Foodservice Group III, LLC, 91 County Rd., Scarborough, ME, (207)839-9444 339701, Xanadu, Inc., 300 East Main St, Machias, ME, (207)255-6218 339743, Eliot Donuts, LLC, 151 Harold L Dow Hwy Route 236, Eliot, ME, (207)439-9830 339814, Waterville Donuts, LLC, 419 Kennedy Memorial Dr, Waterville, ME, (207)509-3583 340189, Gorham Distribution Center, LLC, 73 County Rd., Westbrook, ME, (207)541-9078 340201, Oracle Management IV, Inc., 791 Kittyhawk, Auburn, ME, (207) 777-5177 340359, Oracle Management III, Inc., 193 Main St., Farmington, ME, (207)779-1009 340360, BMR Donuts, LLC, 181 Portland Road, Bridgton, ME, (207)647-5536 340417, DMCP Group, LLC, 17 Shilling St, Brewer, ME, (207)989-5111 341258, Lisbon Donuts, Inc., 583 Lisbon St, Lisbon Falls, ME, (207)353-2155

572

341304, JMD DONUTS LLC, 150 Leeman Hwy, Bath, ME, (207)443-1143 341314, DMCP Group, LLC, 76 Main Rd. N US Route 1A, Hampden, ME, (207)862-2771 341486, DMCP Group, LLC, 380 Us Route 2 East, Wilton, ME, (207)645-5038 341487, OG DONUT LLC, 434-1 Main St, Damariscotta, ME, (207)563-6355 341774, Poland Crossing LLC, 1399 Maine St Route 26, Poland, ME, (207)998-3171 341775, Oracle Management VI, Inc., 204 Maple St, Cornish, ME, (207)625-7775 341889, F.P.M. Donuts, Inc., 1240 Main St ,Wal*Mart, Oxford, ME, (207)743-6044 341926, Waterwal Donuts, LLC, 80 Waterville Commons Dr, Wal*Mart, Waterville, ME, (207)873-1002 341998, DREWCO, LLC, 719 Central St, Millinocket, ME, (207) 723-6124 342042, SMK Donuts, Inc., 1573 Main St, Wal*Mart, Palmyra, ME, (207)368-4401 342073, Civic Center Donuts, LLC, 201 Civic Center, Wal*Mart, Augusta, ME, (207)629-9088 342157, Oracle Management IX, Inc, 23 Wells St, North Berwick, ME, (207)676-8488 342212, Old Port Foodservice Group II, LLC, 1 City Center, Portland, ME, (207)774-7004 342222, SMK Donuts, Inc., 247 Main St, Canaan, ME, (207)858-0347 342359, WISCASSET DONUTS LLC, 632 Bath Rd. Route 1, Wiscasset, ME, (207)882-1122 342383, Springvale Donuts, LLC, 577 Main St, Sanford, ME, (207)459-7600 342614, Gorham Distribution Center, LLC, 936 Us Route 1, Yarmouth, ME, (207)846-5782 342706, DREWCO, LLC, 781 Main St, Wal*mart, Presque Isle, ME, (207)762-3825 342777, F.P.M. Donuts, Inc., 100 Mt. Auburn St., Wal*Mart, Auburn, ME, (207)786-2670 342778, Oracle Management X, Inc., 525 Alfred St., Wal*Mart, Biddeford, ME, (207)283-3737 342779, Walwind, LLC, 30 Landing Rd., Wal*Mart, Windham, ME, (207)892-3525 342840, KP Management, Inc., 1930 Lisbon St Route 196, Lewiston, ME, (207)786-2800 343460, Oracle Management VIII, Inc., 86 Main St, Livermore Falls, ME, (207)897-1104 343802, DMCP Group, LLC, 171 River Rd., Orrington, ME, (207)989-5113 344339, DMCP Group, LLC, 1439 Main Rd., Eddington, ME, (207)843-0476 344392, SMK Donuts, Inc., 164 Main St Route148, Madison, ME, (207)696-9229 344978, PERRY DONUTS LLC, 104 Pleasant St Route 1, Brunswick, ME, (207)725-0066 345243, DMCP Group, LLC, 161 E. Main St, Searsport, ME, (207)548-2288 345472, Oracle Management XI, Inc., 6 Plains Rd., Hollis Center, ME, (207)929-2292 345504, DMCP Group, LLC, 4 Stillwater Ave, Orono, ME, (207)827-0400 345601, Thomaston Foodservice Group, LLC, 206 New County Rd., Thomaston, ME, (207)594-4462 345605, Moody Donuts, LLC, 329 Post Rd., Wells, ME, (207)646-3100 346525, Kittery Donuts, LLC, 400 US Hwy 1, Kittery, ME, (207)438-0296 346648, Gateway Donuts, LLC, 500 Gallery Blvd., Wal*Mart, Scarborough, ME, (207)883-3293 346658, B-Mart Donuts, LLC, 900 Stillwater Ave, Wal*Mart, Bangor, ME, (207)262-9570 346855, ELLS-Mart Donuts, LLC, 17 Myrick St, Wal*Mart, Lamoine, ME, (207)667-3355 346905, Kennebunk Donuts, LLC, 45 Portland Rd. (US Rt 1), Kennebunk, ME, (207)985-7439 347393, Connor Management LLC, 5 Ridge Rd., Richmond, ME, (207)737-0973 349134, South China Donuts, LLC, 190 Route 3, South China, ME, (207)480-4214 350008, Dunstan Corner Donuts, LLC, 613 US Route 1, Scarborough, ME, (207)219-8208 350013, Lisbon Donuts, Inc., 828 Lisbon St, Lewiston, ME, (207)755-0099 350247, SMK Donuts, Inc., 45 Church St, Dexter, ME, (207)924-7999 350308, DMCP Group, LLC, 55 Park St, Milo, ME, (207)943-5911 351144, Kingsland Donuts LLC, 15 Kingsland Crossing, Ellsworth, ME, (207)664-0847 351145, SMK Donuts, Inc., 268 Depot St, Unity, ME, (207)948-4100 351451, Pacheco Food Service LLC, 741 Sabattus St, Lewiston, ME, (207)241-0583 351469, Corinth Donuts, LLC, 685 Main St, Corinth, ME, (207)285-3563 351660, Boulay LLC, 691 Maine Ave, Farmingdale, ME, (207)622-0096 351662, DMCP Group, LLC, 16 South St, Blue Hill, ME, (207)374-7007 351735, DMCP Group, LLC, 103 Park St, Mobil Gas Station, Orono, ME, (207)866-3297 352084, Waterville Restaurants, LLC, 339 Main St, Waterville, ME, (207)616-0335 352085, Melville Donuts, LLC, 22 Western Ave, Augusta, ME, (207)621-2547 352202, Exit 42 Donuts, LLC, 284 Payne Rd., Scarborough, ME, (207)883-1645 352416, DMCP Group, LLC, 142 W Broadway, Lincoln, ME, (207)794-2154 352570, Riverside Donuts, LLC, 362 Riverside Dr, Augusta, ME, (207)213-4644 352842, Old Port Foodservice Group IV, LLC, 11 Hannaford Dr, Buxton, ME, (207)929-9000 352868, DMCP Group, LLC, 27 Starrett Dr, Belfast, ME, (207)338-3005 352898, Dunnap, LLC, 377 Roosevelt Trl, Naples, ME, (207)693-4321 353173, DMCP Group, LLC, 1215 State St, Veazie, ME, (207)990-3200 353174, SMK Donuts, Inc., 11 Waterville Rd., Norridgewock, ME, (207)634-6000 353338, PORTLAND, MAINE, BASEBALL, INC., 271 Park Ave Hadlock Stadium, Portland, ME, (207)775-3481 353352, DKD Donuts, LLC, 1412 Congress St, Portland, ME, (207)774-0030 353488, SMK Donuts, Inc., 1104 W Main St, Dover Foxcroft, ME, (207)564-7001 353557, DMCP Group, LLC, 36 Main St, Dixfield, ME, (207)562-4842 353564, Winslow Donuts, LLC, 50 Bay St, Winslow, ME, (207)859-9457

573

353907, Apple N Spice Donuts, LLC, 670 Civic Center Dr, Augusta, ME, (207)621-0080 354062, Poland Crossing LLC, 386 Maine St, Poland, ME, (207)998-9353 354473, Oracle Management XV, Inc., 580 Alfred Street, Biddeford, ME, (207)571-4200 354538, Winthrop Donuts, LLC, 377 Main St, Winthrop, ME, N/A 354541, Oakland Donuts, LLC, 848 Kennedy Memorial Dr, Oakland, ME, (207)465-0932 354590, Oxford Hills Donuts, LLC, 504 Main St, Oxford, ME, N/A 354591, Ocean Park Donuts, LLC, 14 Ocean Park Rd., Old Orchard Beach, ME, (207)391-4544 355367, Hermon Donuts, LLC, 2402 Route 2 Suite V, Hermon, ME, (207)848-5678 355370, Somerset Ave Donuts, LLC, 126 Somerset Plaza, Pittsfield, ME, (207)679-5004 355845, South Portland Donuts, LLC, 818 Main St, South Portland, ME, (207)558-6474 355846, DMCP Group, LLC, 60 Fair St, Norway, ME, (207)743-0005 355876, Delray Donuts LLC, 6 Stonecrest Dr, Turner, ME, (207)225-3898 356088, Portland Donuts, Inc., 325 Saint John St, Portland, ME, N/A 356328, DREWCO, LLC, 43 Bennett Dr, Caribou, ME, (207)498-2032 356971, Graziela Donuts, Inc., 56 Bangor St, Augusta, ME, (207)530-5167 357012, Oracle Management XVII, Inc., 291 Carl Broggi Highway, Lebanon, ME, (207)457-6888 357083, CalMar Coffee Company, LLC, 6 Lincoln St, Bethel, ME, (207)824-2199 357412, Oracle Management XVIII, Inc., 19 Turner St, Canton, ME, (207)597-3333 357520, Speed Ray, LLC, 1247 Roosevelt Trail, Raymond, ME, (207)655-6352 357530, Primos Donuts, LLC, 2484 Carmel Rd. N, Newburgh, ME, (207)234-1414 357848, Saturn Associates, Inc., 742 Main St, Westbrook, ME, (207)887-9645 359046, Connor Coffee LLC, 989 Wiscasset Rd., Boothbay, ME, (207)315-6665 Michigan 300648, Bayyouk Classic Donuts, Inc., 1625 S Wayne Rd., Westland, MI, (734)722-2890 300707, B.V.M., Inc., 19010 Middlebelt Rd., Livonia, MI, (248)474-7476 301856, OM ORCHARD LAKE DONUTS INC., 31080 Orchard Lake Rd., Farmington, MI, (248)865-8192 302232, Plymouth Donut, Inc., 39600 E Ann Arbor Rd., Plymouth, MI, (734)459-5944 302381, OM CLARKSTON DONUTS, INC, 6365 Sashabaw Rd., Clarkston, MI, (248)922-1373 304547, OM GROESBECK DONUTS INC., 4 S Groesbeck Hwy, Clinton Township, MI, (586)913-7450 306776, OM UNION LAKE DONUTS INC, 3050 Union Lake Rd., Commerce Township, MI, (248)360-9632 310307, OM JACKSON DONUTS INC, 906 N West Ave, Jackson, MI, (517)787-3123 330114, DIYA, WYANDOTTE LLC, 215 Eureka Rd., Wyandotte, MI, (734)284-3084 338314, OM WHITE LAKE DONUTS INC, 10580 Highland Rd., White Lake, MI, (248)698-2115 342045, 696 & Ryan, LLC, 3827 E 11 Mile Rd., Warren, MI, (586)576-0402 346601, OM YPSILANTI DONUTS INC., 608 S. Hewitt Rd., Ypsilanti, MI, (734)434-9380 348568, 27033 Van Dyke Ave LLC, 27033 Van Dyke Ave, Warren, MI, (586)806-4184 349705, OM HAGGERTY DONUTS INC, 3433 E West Maple Rd., Commerce Township, MI, (248)960-1770 349872, Sack on Westnedge, LLC, 3102 S Westnedge Ave, Kalamazoo, MI, (269)903-2764 350024, OM CHESTERFIELD DONUTS INC., 28230 23 Mile Rd., Chesterfield, MI, (586)231-1688 350081, G&J FOOD SERVICE, LLC, 3415 E Saginaw St, Lansing, MI, (517)993-6075 350929, RDHV Venture, Inc., 47776 Pontiac Trl, Wixom, MI, (248)624-8291 351749, GREAT WOLF TRAVERSE SPE, LLC, 3575 N US Highway 31 S, Great Wolf Lodge, Traverse City, MI, (231)941-3600 351763, OM BLOOMFIELD DONUTS INC, 43119 Woodward Ave, Bloomfield Hills, MI, (248)915-9976 351976, G&J FOOD SERVICE, LLC, 8205 W Saginaw Hwy, Lansing, MI, (517)627-3888 352005, 42851 VAN DYKE AVE, INC., 42851 Van Dyke Ave, Sterling Heights, MI, (586)991-0049 352352, Aramark Educational Services, LLC, 5284 Anthony Wayne Dr ,Wayne State University, Detroit, MI, (313)577-8567 352459, Livonia Coffee Inc, 34899 Plymouth Rd., Livonia, MI, (734)469-4826 353242, Birmingham Donuts, Inc., 33588 Woodward Ave, Marathon Gas, Birmingham, MI, (248)310-6839 353288, JDAD LLC, 3450 Okemos Rd., Okemos, MI, (517)349-2400 353401, 5847 13 Mile Road, Inc, 5847 13 Mile Rd., Warren, MI, (586)275-2807 353683, Lekander-Trombo, LLC, 3864 Mount Hope Rd., Grass Lake, MI, (517)522-3550 353962, KARDO 8 LLC, 10954 Belleville Rd., Belleville, MI, (734)796-6011 354261, Barbat BPA, Inc., 7400 Farmington Rd., West Bloomfield, MI, (248)661-0906 354262, SACK ON STEVENSVILLE LLC, 4609 Red Arrow Highway, Stevensville, MI, (269)930-3464 354471, KARDO 16 LLC, 13588 E 14 Mile Rd., Warren, MI, (586)663-5916 354529, FARMINGTON COFFEE INC, 20788 Farmington Rd., Farmington, MI, (248)536-2153 354603, ABAJEE DONUTS MANAGEMENT, LLC, 4265 24th Ave, Fort Gratiot, MI, N/A 355288, SACK ON 9TH LLC, 5200 S 9th St, Kalamazoo, MI, (269)366-7580 355631, Compass Group USA, Inc., 800 Chrysler Dr, Auburn Hills, MI, N/A 355986, BLOOMFIELD SHELL, INC., 3690 W Maple Rd., Bloomfield Hills, MI, N/A 356581, KARDO 17 INC., 51511 Schoenherr Rd., Shelby Township, MI, (586)994-7733 356647, Tmart Operations I, LLC, 1253 10th Ave, Menominee, MI, (906)290-0131 356705, MAIN STREET FOOD SERVICES, LLC, 8830 Main St, Birch Run, MI, (989)624-4563 357236, OM AUBURN DONUTS, INC, 2701 University Dr, Auburn Hills, MI, (248)499-7546

574

357456, KRISH KRISHA 2, INC., 2139 Haslett Rd., East Lansing, MI, N/A 358253, NEW HAVEN COFFEE TREATS INC, 57777 Gratiot Ave, New Haven, MI, N/A 358297, OM DMC DONUTS INC., 3980 John R St, Detroit, MI, N/A 358300, OM TROY DONUTS INC, 2969 E Big Beaver Rd., Troy, MI, (248)457-1975 358505, KARDO 21 INC., 41011 Garfield Rd., Clinton Township, MI, (586)375-6026 359095, TAILGATERS LLC, 3955 Ernest Way, Lansing, MI, (517)730-1670 Minnesota 352663, Kahler Non-Traditional LLC, 15 1st Ave SW, Kahler Grand Hotel, Rochester, MN, (507)285-2719 353944, Tmart Operations I, LLC, 104 West Central Entrance, Duluth, MN, (218)606-2911 355310, EZ Chow, Inc., 4300 Glumack Dr Main Term, Saint Paul, MN, (612)727-1667 355415, Kod Kod Enterprises L. L. C., 7820 42nd Ave N, New Hope, MN, (612)354-4500 355733, 2425 RICE INC., 2425 Rice St, Roseville, MN, (651)340-1084 355734, Kod Kod Enterprises L. L. C., 13650 Hanson Blvd., Andover, MN, (763)308-3387 356438, Original Blend I, LLC, 1701 Madison Ave, Mankato, MN, (507)720-6197 356550, Legacy Concepts, LLC, 6529 Penn Ave S, Richfield, MN, (612)254-8420 356656, Legacy Concepts, LLC, 9595 Zachary Lane N, Maple Grove, MN, (763)273-8814 356876, GWR Minnesota Op Lessee LLC, 1700 American Blvd. E, Great Wolf Lodge, Bloomington, MN, (952)851-9653 356897, Original Blend II, LLC, 1123 S Minnesota Ave, Saint Peter, MN, (507)519-1127 356942, Eliasco LLC, 1207 Vermillion St, Hastings, MN, (651)432-3984 357473, Kod Kod Enterprises L. L. C., 8300 University Ave NE, Fridley, MN, (763)284-1900 358007, 1275 CR D, INC, 1275 County Road D E, Maplewood, MN, (651)348-8361 358403, 143 SNELLING, INC, 143 Snelling Ave N, Saint Paul, MN, (651)207-8595 358482, Original Blend III, LLC, 2519 Commerce Dr NW, Rochester, MN, (507)361-1219 358526, Legacy Concepts, LLC, 710 N Chestnut St, Chaska, MN, (612)255-3476 Missouri 347647, STL Donuts - Kirkwood Inc., 1208 S Kirkwood Rd., Kirkwood, MO, (314)984-0220 348277, STL Donuts - Rock Hill Inc., 9860 Manchester Rd., Saint Louis, MO, (314)918-1475 349731, STL Donuts - Telegraph Inc., 4220 Telegraph Rd., Saint Louis, MO, (314)416-1923 349991, Verona Key LLC, 10143 Wornall Rd., Kansas City, MO, (913)396-6316 350289, J C Business Group LLC, 2400 South Hwy 291, Independence, MO, (816)944-3544 350463, Savoureux North Oaks L.L.C., 9561 N McGee St, Kansas City, MO, (816)436-2244 350563, STL Donuts - Ellisville Inc., 15881 Fountain Plaza Dr, Ellisville, MO, (636)686-7215 350721, SAS Group LLC, 1225 NW State Route 7, Blue Springs, MO, (816)944-3544 350774, OHM Donut LLC, 1211 S 5th St, Saint Charles, MO, (636)493-6363 350944, 3D2HR, LLC, 1206 N Belt Hwy, Saint Joseph, MO, (816)364-3130 351198, STL Donuts - Manchester Inc., 13721 Manchester Rd., Ballwin, MO, (314)822-6206 351235, TA Operating LLC, 3304 Gold Ave, Petro Travel Center, Kingdom City, MO, (573)642-0676 351743, Verona Key LLC, 8820 E Highway 350, Raytown, MO, (913)396-6316 351820, Ohm Donut 3, LLC, 1220 Highway K, O Fallon, MO, (636)385-6688 352533, Sapp Bros., Inc., 27603 SW Outer Rd., Harrisonville, MO, (816)884-3306 353064, OHM Donut 2, LLC, 7343 Mexico Rd., Saint Peters, MO, (636)387-6111 353975, STL Donuts - Richmond Heights Inc., 1754 S Hanley Rd., Richmond Heights, MO, (314)341-1359 354093, Berliner Antioch, LLC, 6050 NE Antioch Rd., Gladstone, MO, (816)216-7884 354257, Army & Air Force Exchange Service, 2624 Missouri Ave, Fort Leonard Wood, MO, (573)329-0698 354276, BERLINER LIBERTY, LLC, 953 W Liberty Dr, Liberty, MO, (816)415-3770 354622, Love's Travel Stops & Country Stores, Inc., 1401 S Main St, Sikeston, MO, (573)472-6428 354964, OM CAPE DONUTS INC., 1001 N Kings Highway St, Cape Girardeau, MO, (573)803-1400 355079, Bapa Springfield LLC, 4020 S Campbell Ave, Springfield, MO, (417)881-8286 355252, Berliner T Square, LLC, 6304 N Chatham Ave, Kansas City, MO, (816)746-7866 356862, OM POPLAR DONUTS INC., 1880 N Westwood Blvd., Poplar Bluff, MO, (573)609-2880 357411, Pilot Travel Centers LLC, 8801 NE Birmingham Rd., Randolph, MO, (816)453-0076 357620, Verona Key LLC, 1 Royal Way, Kansas City, MO, N/A 357793, Verona Key LLC, 12128 Blue Ridge Ext, Grandview, MO, N/A 357956, Verona Key LLC, 8501 E Winner Rd., Kansas City, MO, N/A 357995, STL Donuts - Florissant Inc., 8115 N Lindbergh Blvd., Florissant, MO, (314)706-0434 358295, Verona Key LLC, 1 Royal Way, Kansas City, MO, (305)852-6925 358451, Pilot Travel Centers LLC, 1701 E Highway 84, Hayti, MO, (573)359-2007 358557, Pilot Travel Centers LLC, 1701 W Ashley Rd., Boonville, MO, (660)882-9120 358558, Pilot Travel Centers LLC, 1 Campbranch Rd., Warrenton, MO, (636)456-2001 359040, Verona Key LLC, 5151 E Red Bridge Rd., Kansas City, MO, N/A 359295, 3D2HR, LLC, 1106 S Belt Highway, Saint Joseph, MO, (816)396-0578 359333, Milan Patel, 10701 Lambert International Blvd. Terminal 2, Saint Louis, MO, N/A 359395, Verona Key LLC, 503 E Walnut St, Raymore, MO, N/A

575

Mississippi 348121, Delta Gourmet, LLC, 403 Riverwind Dr, Pearl, MS, (601)939-6234 349632, Southaven Donuts, LLC, 7140 Airways Blvd., Southaven, MS, (662)253-8023 350027, LFO Pass Road Biloxi, LLC, 2655 Pass Rd., Biloxi, MS, (228)207-5566 354318, LFO Cedar Lake, LLC, 919 Cedar Lake Rd., Biloxi, MS, (228)282-4236 356729, LFO BILOXI HR, LLC, 777 Beach Blvd. Hard Rock Hotel, Biloxi, MS, (228)276-3865 357356, LFO Highway 49, LLC, 11181 Highway 49 N, Gulfport, MS, (228)282-2872 358464, Pilot Travel Centers LLC, 500 State Highway, New Albany, MS, (662)539-0222 358973, Pilot Travel Centers LLC, 10580 Highway 80 W, Meridian, MS, (601)693-5104 North Carolina 306810, NCZU WILMINGTON LLC, 3209 S Wilmington St, Raleigh, NC, (919)661-7377 307178, Market Street DD, LLC, 5111 Market St, Wilmington, NC, (910)452-2422 307442, D.J. Donuts, Inc., 2120 Stone Rose Dr, Rocky Mount, NC, (252)972-3483 331733, Carolina Road DD, LLC, 5611a Carolina Beach Rd., Wilmington, NC, (910)392-7260 337301, NCZ FALLS NEUSSE LLC, 4415 Falls Of The Neuse Rd., Raleigh, NC, (919)876-9901 341168, Seneca Donuts, LLC, 5133 South Blvd., Charlotte, NC, (704)523-5885 342259, GRAHAM DELITES, LLC, 231 N Graham St, Charlotte, NC, (704)333-2722 342999, SALISBURY DELITES, LLC, 715 Jake Alexander Blvd. W, Salisbury, NC, (704)216-2841 344727, Citi Brands, LLC, 411 Merrimon Ave, Asheville, NC, (828)251-8224 344736, Citi Brands, LLC, 779 Biltmore Ave, Asheville, NC, (828)251-4542 345277, Safari Foods, Inc., 10401 NC Highway 903, Halifax, NC, (252)538-0012 345310, Citi Brands, LLC, 1975 Hendersonville Rd., Asheville, NC, (828)684-6048 345580, James City Donuts, LLC, 120 Taberna Way, New Bern, NC, (252)637-9284 345788, OBXDND2, LLC, 2424 S Croatan Hwy, Nags Head, NC, (252)480-1629 346064, OBXDND3, LLC, 3210 Croatan Hwy, Kill Devil Hills, NC, (252)261-4629 346307, Morehead City Donuts, LLC, 5208 Hwy 70 W, Morehead City, NC, (252)622-4774 346359, WENDOVER DONUTS, LLC, 337 W. Wendover Ave, Greensboro, NC, (336)553-5875 346360, WENDOVER DONUTS, LLC, 811 S Holden Rd., Greensboro, NC, (336)553-6230 346378, FAYETTEVILLE DONUTS, LLC, Bldg C5934 Ardennes St, Fort Bragg, NC, (910)436-0063 346412, Smithfield Raleigh, LLC, 1006 N Brightleaf Blvd., Smithfield, NC, (919)323-3303 346481, JPDD Charlotte, LLC, 6751 E. Wilkinson Blvd., Belmont, NC, (704)829-1090 346643, Aramark Food and Support Services Group, Inc., 601 S College Rd., Univ of NC, Wilmington, NC, (910)962-3962 346744, Hwy 54 Durham Raleigh, LLC, 1125 W NC Hwy 54, Durham, NC, (919)403-6666 346892, Safari Foods, Inc., 2130B SE Greenville Blvd., Greenville, NC, (252)413-0648 346900, Neuse Blvd Donuts, LLC, 2315 Neuse Blvd., New Bern, NC, (252)633-2300 346917, Speedway LLC, 5140 NC Highway 89 East, Speedway, Walnut Cove, NC, (336)591-4392 346919, Speedway LLC, 1200 N Bridge St, Speedway, Elkin, NC, (336)835-6950 346920, Speedway LLC, 411 S Bridge St, Speedway, Jonesville, NC, (336)835-1812 346921, Speedway LLC, 626 CC Camp Rd., Speedway, Elkin, NC, (336)366-3566 346954, Citi Brands, LLC, 305 Smokey Park Hwy, Asheville, NC, (828)670-0048 347074, Speedway LLC, 2325 US Hwy 52 N, Speedway, Albemarle, NC, (704)982-2144 347075, Speedway LLC, 1702 N. First St, Speedway, Albemarle, NC, (704)983-5082 347076, Speedway LLC, 641 Hwy 24, Speedway, Albemarle, NC, (704)983-5283 347078, Speedway LLC, 109 W Academy St, Speedway, Robersonville, NC, (252)795-4346 347079, Speedway LLC, 114 S Jackson St, Speedway, Beulaville, NC, (910)298-8310 347080, Speedway LLC, 305 West Blvd., Speedway, Williamston, NC, (252)792-8418 347081, Speedway LLC, 303 N NC Highway 125, Speedway, Oak City, NC, (252)798-7931 347082, Speedway LLC, 605 East Blvd., Speedway, Williamston, NC, (252)792-2696 347083, Speedway LLC, 304 Washington St, Speedway, Williamston, NC, (252)792-5344 347084, Speedway LLC, 800 East Blvd., Speedway, Williamston, NC, (252)792-6612 347085, Speedway LLC, 883 US Highway 64 E, Speedway, Columbia, NC, (252)796-4187 347086, Speedway LLC, 5706 S NC 41 Hwy, Speedway, Wallace, NC, (910)285-4411 347087, Speedway LLC, 204 N Main St, Speedway, Kenansville, NC, (910)296-0701 347088, Speedway LLC, 206 N Sycamore St, Speedway, Rose Hill, NC, (910)282-0074 347089, Speedway LLC, 105 E Water St, Speedway, Windsor, NC, (252)794-5280 347090, Speedway LLC, 2025 US Highway 64 W, Speedway, Plymouth, NC, (252)793-4425 347091, Pilot Travel Centers LLC, 2574 W NC Hwy 24, Warsaw, NC, (910)293-7070 347092, Speedway LLC, 630 US Highway 64 E, Speedway, Plymouth, NC, (252)793-2806 347093, Speedway LLC, 1109 US Highway 64 E, Speedway, Plymouth, NC, (252)793-4313 347113, Pilot Travel Centers LLC, 1000 Truckstop Rd., Kenly, NC, (919)284-6109 347114, Speedway LLC, 1126 N Main St, Speedway, Lillington, NC, (910)893-4434 347115, Speedway LLC, 338 N McKinley St, Speedway Speedway, Coats, NC, (910)891-7051 347116, Speedway LLC, 4901 NC Highway 58 N, Speedway, Wilson, NC, (252)237-7086 347118, Speedway LLC, 3950 Ward Blvd., Speedway, Wilson, NC, (252)243-0338

576

347119, Speedway LLC, 422 Aberdeen Rd., Speedway, Raeford, NC, (910)875-6377 347120, Speedway LLC, 3458 US 1 Hwy, Speedway, Franklinton, NC, (919)494-5570 347122, Speedway LLC, 425 Main St, Speedway, Bunn, NC, (919)496-4691 347124, Speedway LLC, 1211 Ward Blvd., Speedway, Wilson, NC, (252)291-4073 347125, Speedway LLC, 6700 Ward Blvd., Speedway, Wilson, NC, (252)237-4943 347126, Speedway LLC, 2634 Highway 301 S, Speedway, Wilson, NC, (252)234-6249 347127, Speedway LLC, 1304 W Cumberland St ,Speedway, Dunn, NC, (910)892-3001 347128, Speedway LLC, 810 E Cumberland St, Speedway, Dunn, NC, (910)892-1320 347129, Speedway LLC, 1221 US Highway 117 Byp S, Speedway, Goldsboro, NC, (919)735-4638 347130, Speedway LLC, 400 E Ash St, Speedway, Goldsboro, NC, (919)736-0040 347131, Speedway LLC, 2224 South Horner Blvd., Speedway , Sanford, NC, (919)775-2069 347132, Speedway LLC, 1760 NC Highway 5, Speedway, Aberdeen, NC, (910)295-4934 347133, Speedway LLC, 1206 N Sandhills Blvd., Speedway, Aberdeen, NC, (910)944-7992 347136, Speedway LLC, 420 E New Hope Rd., Speedway, Goldsboro, NC, (919)751-8088 347137, Speedway LLC, 3778 Hwy 15-501, Speedway, Carthage, NC, (910)947-3824 347138, Speedway LLC, 110 S East St, Speedway, Roseboro, NC, (910)525-4234 347140, Speedway LLC, 115 US Highway 1 S, Speedway, Norlina, NC, (252)456-2411 347141, Speedway LLC, 320 East 11th St US 64, Speedway, Siler City, NC, (919)742-4070 347148, Speedway LLC, 3706 Raeford Rd., Speedway, Fayetteville, NC, (910)484-3346 347149, Speedway LLC, 5179 NC Highway 42 W, Speedway, Garner, NC, (919)661-1245 347150, Speedway LLC, 4560 Raeford Rd., Speedway, Fayetteville, NC, (910)423-1240 347151, Speedway LLC, 2802 Owen Dr, Speedway, Fayetteville, NC, (910)485-6679 347152, Speedway LLC, 24 S Raleigh S,t Speedway, Angier, NC, (919)639-3380 347153, Speedway LLC, 5170 NC 42 Northwest, Speedway, Garner, NC, (919)773-2501 347154, Speedway LLC, 4221 S Hathaway Blvd., Speedway, Sharpsburg, NC, N/A 347155, Speedway LLC, 6127 US 301 S, Speedway, Four Oaks, NC, (919)963-2094 347161, Speedway LLC, 4350 Hwy 27, Speedway, Midland, NC, (704)888-3377 347162, Speedway LLC, 2803 N Cannon Blvd., Speedway, Kannapolis, NC, (704)933-8003 347163, Speedway LLC, 2401 S Cannon Blvd., Speedway, Kannapolis, NC, (813)995-2044 347164, Speedway LLC, 1006 E Caswell St, Speedway, Wadesboro, NC, (704)694-5967 347165, Speedway LLC, 728 W Hamlet Ave, Speedway, Hamlet, NC, (910)582-2789 347166, Speedway LLC, 1114 East Broad Ave, Speedway, Rockingham, NC, (910)895-6150 347167, Speedway LLC, 537 N Main St, Speedway, Lexington, NC, (336)249-8340 347168, Speedway LLC, 19 Cotton Grove Rd., Speedway, Lexington, NC, (336)249-2361 347169, Speedway LLC, 534 N Fayetteville St, Speedway, Asheboro, NC, (336)625-6269 347170, Speedway LLC, 509 W Dixie Dr, Speedway, Asheboro, NC, (336)626-5891 347171, Speedway LLC, 818 S Key St, Speedway, Pilot Mountain, NC, (336)368-9843 347172, Speedway LLC, 1844 Hwy 421-B ,Speedway, Wilkesboro, NC, (336)667-8621 347183, Speedway LLC, 701 2nd St, Speedway, North Wilkesboro, NC, (336)667-7531 347184, Speedway LLC, 1012 Rockford St, Speedway, Mount Airy, NC, (336)786-5868 347185, Speedway LLC, 800 W Pine St, Speedway, Mount Airy, NC, (336)786-2057 347186, Pilot Travel Centers LLC, 801 NC Highway 211 E , Travel Plaza, Candor, NC, (336)794-2814 347187, Speedway LLC, 306 N. Main St, Speedway, Sparta, NC, (336)372-8787 347190, Speedway LLC, 8221 US Hwy 117 S, Speedway, Rocky Point, NC, (910)602-3068 347191, Speedway LLC, 14477 US Highway 17, Speedway, Hampstead, NC, (910)270-0844 347193, Speedway LLC, 207 N JK Powell Blvd., Speedway, Whiteville, NC, (910)972-6690 347196, Speedway LLC, 475 Hwy 29 N, Speedway, Concord, NC, (704)784-2108 347197, Speedway LLC, 541 Warren Coleman Blvd., Speedway, Concord, NC, (704)784-8879 347198, Speedway LLC, 3410 S Main St, Speedway, Salisbury, NC, (704)630-1108 347199, Speedway LLC, 10207 N Tryon St, Speedway, Charlotte, NC, (704)547-1003 347200, Speedway LLC, 10925 University City Blvd., Speedway, Charlotte, NC, (704)503-3904 347202, Pilot Travel Centers LLC, 985 Peeler Rd. , Travel Plaza, Salisbury, NC, (704)638-0855 347203, Speedway LLC, 1501 US Highway 70 W, Speedway, Goldsboro, NC, (919)583-9135 347204, Speedway LLC, 301 E Macon St, Speedway, Warrenton, NC, (252)257-1611 347205, Speedway LLC, 170 3rd St, Speedway, Ayden, NC, (252)746-8100 347213, Mocksville Donuts, LLC, 1452 Yadkinville Rd., Mocksville, NC, (336)936-9647 347355, JPJT Charlotte LLC, 2165 N Chester St, Gastonia, NC, (704)869-0778 347369, Glenwood Ave Raleigh, LLC, 8710 Glenwood Ave, Raleigh, NC, (919)784-0050 347391, Great Wolf Lodge of the Carolinas, LLC, 10175 Weddington Rd. Ext, Concord, NC, (704)549-8206 347404, Speedway LLC, 520 Main St W, Speedway, Ahoskie, NC, (252)752-1862 347405, Speedway LLC, 1000 E Memorial Dr, Speedway, Ahoskie, NC, (252)752-1862 347406, Speedway LLC, 1155 E King St ,Speedway, Boone, NC, (828)262-5219 347407, Speedway LLC, 1033 E King St, Speedway, Boone, NC, (828)264-2285 347408, Speedway LLC, 653 E Webb Ave ,Speedway, Burlington, NC, (336)228-6020 347409, Speedway LLC, 1407 Maple Ave ,Speedway, Burlington, NC, (336)229-6877

577

347410, Speedway LLC, 1213 Airport Rd., Speedway, Chapel Hill, NC, (919)929-7855 347411, Speedway LLC, 2808 US Hwy 70 E, Speedway, Clayton, NC, (919)553-3535 347412, Speedway LLC, 3110 Sandy Ridge Rd., Speedway, Colfax, NC, (336)993-0267 347413, Pilot Travel Centers LLC, 1343 Rock Barn Rd., Conover, NC, (828)465-2613 347414, Speedway LLC, 2775 US Highway 117 S, Speedway, Dudley, NC, (919)736-3666 347415, Speedway LLC, 803 E Geer St, Speedway, Durham, NC, (919)688-5708 347416, Speedway LLC, 1400 S Miami Blvd., Speedway, Durham, NC, (919)596-2057 347417, Speedway LLC, 104 NC Hwy 67, Speedway, East Bend, NC, (336)699-8922 347421, Speedway LLC, 301 Virginia Rd., Speedway, Edenton, NC, (252)482-5498 347422, Speedway LLC, 113 S McDaniel St, Speedway, Enfield, NC, (252)445-2952 347459, Speedway LLC, 1120 US Highway 17 S, Speedway, Elizabeth City, NC, (252)338-8535 347460, Speedway LLC, 4541 Jones Sausage Rd., Speedway, Garner, NC, (919)779-3409 347461, Speedway LLC, 4020 Jones Sausage Rd., Speedway, Garner, NC, (919)662-4020 347462, Speedway LLC, 2907 York Rd., Speedway, Gastonia, NC, (704)867-2840 347463, Speedway LLC, 3800 Lawndale Dr, Speedway, Greensboro, NC, (336)282-4503 347464, Speedway LLC, 3610 W Wendover Ave ,Speedway, Greensboro, NC, (336)292-6643 347465, Pilot Travel Centers LLC, 1044 Jimmie Kerr Rd. Travel Plaza, Haw River, NC, (336)578-2610 347467, Speedway LLC, 3131 Hwy 127 S ,Speedway, Hickory, NC, (828)294-3717 347468, Speedway LLC, 1835 64-70 Southeast, Speedway, Hickory, NC, (828)324-4222 347469, Speedway LLC, 2418 Springs Road NE ,Speedway, Hickory, NC, (828)256-9795 347470, Speedway LLC, 1269 Highway 70 SW, Speedway, Hickory, NC, (828)261-0492 347471, Speedway LLC, 140 US 321 Northwest, Speedway, Hickory, NC, (828)322-4720 347472, Speedway LLC, 4431 N Center St, Speedway, Hickory, NC, (828)327-8523 347473, Speedway LLC, 801 W Fairfield Rd., Speedway, High Point, NC, (336)861-5893 347474, Speedway LLC, 213 E Jefferson St, Speedway, Jackson, NC, (252)534-4561 347475, Speedway LLC, 826 S Main St , Speedway, Kernersville, NC, (336)996-6313 347476, Speedway LLC, 401 N Main St ,Speedway, Kernersville, NC, (336)996-3134 347477, Speedway LLC, 1205 Church Street, Speedway, Laurinburg, NC, (910)610-1592 347478, Speedway LLC, 1425 S Main St, Speedway, Laurinburg, NC, (910)276-4652 347479, Speedway LLC, 502 Wilkesboro Blvd. SE, Speedway, Lenoir, NC, (828)754-6851 347539, Speedway LLC, 202 US 64 Highway 264, Speedway, Manteo, NC, (252)475-1095 347540, Speedway LLC, 308 W Marshville Blvd., Speedway, Marshville, NC, (704)624-5616 347541, Pilot Travel Centers LLC, 907 Knox Rd.,Travel Center, McLeansville, NC, (336)698-9525 347542, Speedway LLC, 501 W. Main St, Speedway, Murfreesboro, NC, (252)398-4037 347544, Speedway LLC, 1305 Northwest Blvd., Speedway, Newton, NC, (828)465-6986 347546, Speedway LLC, 850 Capital Blvd., Speedway, Raleigh, NC, (919)832-8478 347548, Speedway LLC, 2256 N Main St, Speedway, Tarboro, NC, (252)823-0553 347549, Speedway LLC, 111 N Main St, Speedway, Tarboro, NC, (252)823-3972 347550, Speedway LLC, 407 Randolph St, Speedway, Thomasville, NC, (336)475-2916 347551, Pilot Travel Centers LLC, 1006 Charlotte Hwy,Travel Plaza, Troutman, NC, (704)528-4104 347552, Speedway LLC, 326 E Second St., Speedway, West Jefferson, NC, (336)246-7967 347553, Speedway LLC, 3331 Thomasville Rd,. Speedway, Winston Salem, NC, (336)788-7380 347555, Speedway LLC, 4301 Styers Ferry Rd., Speedway, Winston Salem, NC, (336)945-0507 347556, Speedway LLC, 2700 University Pkwy, Speedway, Winston Salem, NC, (336)748-0982 347559, Speedway LLC, 4019 Reynolda Rd., Speedway, Winston Salem, NC, (336)924-8408 347560, Speedway LLC, 566 Old Hollow Rd., Speedway, Winston Salem, NC, (336)744-9362 347561, Speedway LLC, 3600 S. Main St, Speedway, Winston Salem, NC, (336)784-8248 347586, Speedway LLC, 1648 NC Hwy 67, Speedway, Jonesville, NC, (336)835-3502 347603, Strickland Rd Raleigh, LLC, 13240 Strickland Rd., Raleigh, NC, (919)890-0089 347649, Speedway LLC, 10656 NC Hwy 105 S, Speedway, Banner Elk, NC, (828)963-2845 347650, Speedway LLC, 3598 Yadkinville Rd., Speedway, Winston Salem, NC, (336)924-3327 347651, Speedway LLC, 370 Washington Post Road, Speedway, New Bern, NC, (252)638-5988 347652, Speedway LLC, 6655 US Highway 70 E, Speedway, Newport, NC, (252)223-2103 347653, Speedway LLC, 4275 Highway 24, Speedway, Newport, NC, (252)393-2982 347716, Speedway LLC, 7206 Valley Blvd., Speedway, Blowing Rock, NC, (828)295-7534 347717, Speedway LLC, 107 Wilson Rd., Speedway, Fremont, NC, (919)242-9566 347718, Speedway LLC, 138 3rd St, Speedway, Ayden, NC, (252)746-2878 347719, Speedway LLC, 1800 Live Oak St ,Speedway, Beaufort, NC, (252)728-2513 347720, Speedway LLC, 835 W Main Street, Speedway, Belhaven, NC, (252)943-2483 347721, Speedway LLC, 550 US Highway 264 BYP, Speedway, Belhaven, NC, (252)944-0300 347722, Speedway LLC, 525 D St, Speedway, Bridgeton, NC, (252)634-9133 347723, Speedway LLC, 2901 US Highway 17 S, Speedway, Chocowinity, NC, (252)940-7234 347726, Speedway LLC, 8491 East Marlboro Rd. ,Speedway, Farmville, NC, (252)752-1862 347727, Speedway LLC, 10816 NC Highway 55 East ,Speedway, Grantsboro, NC, (252)745-5313 347728, Speedway LLC, 4000 Dickinson Ave ,Speedway, Greenville, NC, (252)321-9263

578

347729, Speedway LLC, 5068 NC Highway 33 E, Speedway, Greenville, NC, (252)758-3451 347730, Speedway LLC, 502 Greenville Blvd. SW, Speedway, Greenville, NC, (252)756-4696 347731, Speedway LLC, 612 Greenville Blvd. SW, Speedway, Greenville, NC, (252)321-1552 347732, Speedway LLC, 1601 Greenville Blvd. SE, Speedway, Greenville, NC, (252)752-7891 347733, Speedway LLC, 3519 N Hwy 43, Speedway, Greenville, NC, (252)752-1862 347734, Speedway LLC, 3805 Charles Blvd., Speedway, Greenville, NC, (252)756-8043 347736, Speedway LLC, 431 Queen St, Speedway, Grifton, NC, (252)524-3150 347737, Speedway LLC, 400 US Highway 17 N, Speedway, Holly Ridge, NC, (910)329-1554 347738, Speedway LLC, 1495 Burgaw Hwy, Speedway, Jacksonville, NC, (910)346-7744 347742, Speedway LLC, 1608 US Highway 258 S, Speedway, Kinston, NC, (252)522-4064 347743, Speedway LLC, 1660 NC Highway 11 S, Speedway, Kinston, NC, (252)523-2418 347744, Speedway LLC, 101 W Washington St, Speedway, La Grange, NC, (252)566-8377 347745, Speedway LLC, 4100 Martin Luther King Jr. Blvd., Speedway, New Bern, NC, (252)638-4668 347746, Speedway LLC, 3314 Neuse Blvd., Speedway, New Bern, NC, (252)633-3340 347748, Speedway LLC, 1602 2nd St, Speedway, North Wilkesboro, NC, (336)838-1971 347750, Speedway LLC, 1974 NC Highway 172, Speedway, Sneads Ferry, NC, (910)327-2766 347751, Speedway LLC, 1102 Kingold Blvd. Speedway, Snow Hill, NC, (252)747-4157 347752, Speedway LLC, 2532 W 5Th St, Speedway, Washington, NC, (252)974-2365 347753, Speedway LLC, 600 W 15th St, Speedway, Washington, NC, (252)946-0786 347754, Speedway LLC, 1345 John Small Ave, Speedway, Washington, NC, (252)975-4607 347755, Speedway LLC, 4985 Old Tar Rd., Speedway, Winterville, NC, (252)353-0752 347758, Speedway LLC, 523 W Main St, Speedway, Forest City, NC, (828)248-1860 347829, Speedway LLC, 3950 Hickory Blvd., Speedway, Granite Falls, NC, (828)313-1062 347830, Speedway LLC, 1669 E. Market St, Speedway, Smithfield, NC, (919)934-1058 347837, 3511 Cary Raleigh, LLC, 3511 Kildaire Farm Rd., Cary, NC, (919)367-9949 348320, Speedway LLC, 370 NC Hwy 43, Speedway, Vanceboro, NC, (252)244-0175 348394, 30 Love, Inc., 1127 Military Cutoff Rd., Wilmington, NC, (910)256-4543 348408, New Falls of Neuse Rd Raleigh, LLC, 13600 New Falls of Neuse, Raleigh, NC, (919)562-3054 348417, Western Blvd Raleigh, LLC, 3817 Western Blvd., Raleigh, NC, (919)858-6501 348536, Selma Raleigh, LLC, 446 US Hwy 70 E, Selma, NC, (919)965-2354 348554, North Marine Donuts, LLC, 207 N Marine Blvd., Jacksonville, NC, (910)333-1028 348561, Creedmoor Rd Raleigh, LLC, 8111 Creedmoor Rd., Raleigh, NC, (919)847-0245 348792, Speedway LLC, 2205 S Sterling St, Speedway, Morganton, NC, (828)433-8556 348799, Safari Foods, Inc., 1889 E Fire Tower Rd., Greenville, NC, (252)321-2215 348866, Speedway LLC, 912 E Atkins St, Speedway, Dobson, NC, (336)374-2235 348911, Speedway LLC, 1000 W Union St, Speedway, Morganton, NC, (828)433-6903 348973, Clemmons Donuts, LLC, 2385 Lewisville Clemmons Rd., Clemmons, NC, (336)893-9442 349140, Harrah's Cherokee Casino & Hotel, 777 Casino Dr, Cherokee, NC, (828)497-7777 349309, Robinhood Donuts, LLC, 3475 Robinhood Rd., Winston Salem, NC, (336)842-5226 349336, Cedar Point Donuts, LLC, 851 Cedar Point Blvd., Cedar Point, NC, (252)764-0323 349440, Citi Brands, LLC, 754 Upward Rd., Flat Rock, NC, (828)693-1416 349714, JCDD Uptown Charlotte LLC, 2103 E Main St, Boger City, NC, (704)735-2784 349760, Pinehurst Donuts, LLC, 1798 N Sandhills Blvd., Aberdeen, NC, (910)725-0491 349807, Hampstead Donuts, Inc., 15441 US Highway 17 N, Hampstead, NC, (910)777-9332 349866, OBXDND4, LLC, 809 Ocean Trl, Corolla, NC, (252)453-6291 349962, Pinehurst Donuts, LLC, 2628 Raeford Rd., Fayetteville, NC, (910)920-1992 349993, Safari Foods, Inc., 2113 Nash St NW, Wilson, NC, (252)991-4774 350132, OBXDND4, LLC, 6520 Caratoke Hwy, Grandy, NC, (252)453-4298 350239, Surf City Beach Donuts, Inc., 2770 NC Highway 210 E, Surf City, NC, (910)333-2255 350292, 1501 Holly Springs Raleigh, LLC, 1501 Werrington Dr, Holly Springs, NC, (919)285-0958 350322, TA Operating LLC, 500 Buckhorn Rd., Petro Travel Plaza, Mebane, NC, (919)304-7476 350440, Beaufort Donuts, LLC, 1748 Live Oak St, Beaufort, NC, (252)838-1149 350706, NCZ GLCSRD LLC, 10030 Green Level Church Rd., Cary, NC, (919)481-4477 350712, FOUR STAR QSR LLC, 2526 S Church St, Burlington, NC, (336)222-9200 350818, 4511 OLEANDER WILMINGTON, LLC, 4511 Oleander Dr, Wilmington, NC, (910)313-2851 350886, 2570 W. ROOSEVELT BLVD, LLC, 2570 W Roosevelt Blvd., Monroe, NC, (704)238-8706 350894, 8509 UNIVERSITY CITY BLVD, LLC, 8509 University City Blvd., Charlotte, NC, (704)717-7399 350926, HICKORY DONUTS LLC, 1205 2nd St NE, Hickory, NC, (828)322-8908 350963, SHELBY DONUTS LLC, 301 E Dixon Blvd., Shelby, NC, (704)487-7744 351105, Safari Foods, Inc., 3646 Sunset Ave, Rocky Mount, NC, (252)200-4520 351119, Durham Rd Wake Forest Raleigh, LLC, 1009 Durham Rd., Wake Forest, NC, (919)556-9007 351140, MATTHEWS DELITE, LLC, 9005 E Independence Blvd., Matthews, NC, (704)841-8035 351197, Citi Brands, LLC, 89 E Main St, Sylva, NC, (828)354-4470 351479, Hawthorne Donuts, LLC, 2020 S Hawthorne Rd., Winston Salem, NC, (336)955-2911 351574, KANNAPOLIS DELITES, LLC, 2257 Spider Dr NE, Kannapolis, NC, (704)298-4456

579

351818, Freedom Delites, LLC, 1601 W Morehead St, Charlotte, NC, (704)295-0092 351990, HARRIS PROPERTY BAKERY, LLC, 9120 Harris Corners Pky, Charlotte, NC, (980)237-7433 352041, DENVER DONUTS LLC, 647 N Highway 16, Denver, NC, (704)483-3499 352219, Colony Delites, LLC, 7845 Colony Rd., Charlotte, NC, (704)295-0086 352220, Overstreet Delites, LLC, 200 S College St, Charlotte, NC, (704)716-9495 352321, OBXDND5, LLC, 817 US Highway 64, Manteo, NC, (252)473-1712 352457, JCAB, Charlotte, LLC, 956 16th St NE, Exxon Gas, Hickory, NC, (828)304-0956 352551, Citi Brands, LLC, 2361 US Hwy 70, Swannanoa, NC, (828)581-0479 352702, RICHLANDS DONUTS, LLC, 2431 Gum Branch Rd., Jacksonville, NC, (910)353-9501 353283, Leland Wilmington, LLC, 1132 New Pointe Blvd., Leland, NC, (910)660-1063 353284, ROBERTS ROAD LUMBERTON, LLC, 2181 N Roberts Ave, Lumberton, NC, (910)795-0328 353309, CABARRUS HARRISBURG, LLC, 4156 Highway 49 S, Harrisburg, NC, (704)461-0214 353315, Third Street Donuts, Inc., 101 N 3rd St, Wilmington, NC, (910)899-8565 353323, OBXDND6, LLC, 1510 W Ehringhaus St, Elizabeth City, NC, (252)331-2801 353451, Murrayville Donuts, Inc., 2304 N College Rd., Wilmington, NC, (910)899-8770 353562, Franklin St Chapel Hill Raleigh, LLC, 1509 E Franklin St, Chapel Hill, NC, (919)530-0053 353717, North New Hope Donuts LLC, 350 N New Hope Rd., Gastonia, NC, (704)671-2795 353741, NCDONUT-DAVIDSON, LLC, 721 Jetton St, Davidson, NC, N/A 353845, Hillsborough Rd Durham Raleigh, LLC, 3459 Hillsborough Rd., Durham, NC, (919)819-7039 353994, CABARRUS CONCORD, LLC, 8845 Christenbury Parkway, Concord, NC, (828)333-5389 354290, KUSH DONUTS, LLC, 7600 Thorndike Rd., Greensboro, NC, (336)553-5857 354291, Pinehurst Donuts, LLC, 3108 S Horner Blvd., Sanford, NC, (919)842-5020 354497, CABARRUS CONCORD PARKWAY SO., LLC, 30 Raiford Dr, Concord, NC, (704)721-0184 354559, PORTERS NECK WILMINGTON, LLC, 130 Hays Lane, Wilmington, NC, (910)795-0312 354780, NCDonut-Statesville, LLC, 1723 E Broad St, Statesville, NC, N/A 355300, ROCKINGHAM CLT, LLC, 1501 Broad Ave, Rockingham, NC, (910)434-8777 355514, Pinehurst Donuts, LLC, 1926 Skibo Rd., Fayetteville, NC, (910)252-9600 355751, Citi Brands, LLC, 326 New Leicester Hwy, Asheville, NC, (828)412-3910 355759, Goldsboro Raleigh, LLC, 500 N Berkeley Blvd., Goldsboro, NC, (919)751-4199 356012, North Tryon University, LLC, 8936 J M Keynes Drive, Charlotte, NC, (704)512-1796 356022, NCDonut-Riverbend LLC, 4009 Corning Place, Charlotte, NC, N/A 356205, Concord Mills Mall Kiosk, LLC, 8111 Concord Mills Blvd., Concord, NC, (704)707-4166 356221, Benson Raleigh, LLC, 11960 NC Highway 210, Benson, NC, (919)701-5060 356817, FPV INS LLC, 417 E Plaza Dr, Mooresville, NC, (704)746-3623 356985, WAXHAW CLT, LLC, 8121 Kensington Dr, Waxhaw, NC, (704)723-1845 357046, Kannapolis CLT, LLC, 538 Kannapolis Pkwy, Concord, NC, (704)650-0495 357135, FPV LT, LLC, 121 Mecklynn Rd., Mooresville, NC, (704)746-9097 357182, Citi Brands, LLC, 280 Asheville Highway, Brevard, NC, (828)884-2880 357184, Safari Foods, Inc., 2000 S Glenburnie Rd., New Bern, NC, (252)631-5331 357240, CENTRAL AVE CLT, LLC, 1308-C The Plaza, Charlotte, NC, (704)723-1351 357245, HARA FOODSERVICE GROUP, LLC, 219 Wilkesboro Blvd. NE, Lenoir, NC, N/A 357287, Safari Foods, Inc., 1725 W Arlington Blvd., Greenville, NC, (252)353-0634 357377, HARA FOODSERVICE GROUP, LLC, 1445 2nd Ave NW, Hickory, NC, N/A 357982, Bluemont Group, LLC, 650 W US Highway 64, Murphy, NC, (828)516-9011 358156, STANCELL DRIVE RALEIGH LLC, 110 Stancell Dr, Chapel Hill, NC, (984)365-4296 358168, ASHEBORO QSR LLC, 441 E Dixie Dr, Asheboro, NC, N/A 358221, INDIAN TRAIL CLT LLC, 6405 Old Monroe Rd., Indian Trail, NC, (980)425-4513 358625, Wesley Chapel CLT, LLC, 6312 Weddington Rd., Wesley Chapel, NC, (980)745-5351 358654, Pinehurst Donuts, LLC, 3500 Bragg Blvd., Fayetteville, NC, (910)252-9620 358854, Citi Brands, LLC, 97 Terminal Dr, Fletcher, NC, (828)687-0036 Nebraska 351109, QSR STORE 1, LLC, 9910 S 71st Plz, Papillion, NE, (402)884-6898 351367, Savoureux Pacific LLC, 14225 Pacific St, Omaha, NE, (402)502-9419 351718, QSR Store 2, LLC, 10730 Q St, Omaha, NE, (402)502-8787 352089, South Platte Coffee Shoppe, LLC, 201 Platte Oasis Pkwy, North Platte, NE, (308)221-6140 352259, Berliner 72nd Street LLC, 715 S 72nd St, Omaha, NE, (402)916-4395 352378, QSR Store 3, LLC, 4709 L St, Omaha, NE, (402)905-9185 352630, QSR STORE 4, LLC, 2520 Old Cheney Rd., Lincoln, NE, (402)423-2314 353958, QSR Store 5, LLC, 5815 S 85th St, Lincoln, NE, (402)420-1504 354092, Berliner Fort, LLC, 10615 Fort St, Omaha, NE, (402)614-6386 354094, BERLINER MAPLE, LLC, 16250 Evans Plaza, Omaha, NE, (402)614-1262 354792, QSR STORE 6, LLC, 8355 College Park Dr, Lincoln, NE, (402)805-4659 354809, BERLINER 90 CENTER, LLC, 8990 W Center Rd., Omaha, NE, (402)502-5967 355080, QSR CAMPUS, LLC, 1400 R St, University Of Nebraska, Lincoln, NE, (402)630-7882

580

355086, QSR STORE 7, LLC, 708 N Burlington Ave, Hastings, NE, (402)834-0236 355113, Berliner Millard Ave, LLC, 4909 S 135th St, Omaha, NE, (402)884-5731 356097, QSR STORE 8, LLC, 1010 3rd Ave, Kearney, NE, (308)224-3334 356179, QSR Store 9, LLC, 12121 McDermott Plz, La Vista, NE, (402)932-5954 358523, QSR Store 11, LLC, 1720 Galvin Rd. S, Bellevue, NE, (531)999-1645 New Hampshire 300231, South Main Donuts, Inc., 121 S Main St, Concord, NH, (603)224-2420 300254, Broad Street Donuts, Inc., 103 Broad St, Nashua, NH, (603)883-3476 300269, Newport Donuts, Inc., 526 Central Ave, Dover, NH, (603)742-9576 300279, Laconia Donuts, Inc., 369 S Main St, Laconia, NH, (603)524-5010 300420, MANCO, LLC, 921 Beech St, Manchester, NH, (603)624-5182 300425, Keene Donuts, Inc., 191 West St, Keene, NH, (603)352-2251 300590, JSC Donuts, Inc., 42 Main St, Nashua, NH, (603)889-9500 300591, J.M.B. Donuts, Inc., 216 Elm St, Manchester, NH, (603)622-0998 300673, MANCO, LLC, 43 Allenstown Rd., Allenstown, NH, (603)485-5327 300785, Minda's Donuts, Inc., 134 Newton Rd., Plaistow, NH, (603)382-0037 300976, NAS Donuts, Inc., 109 Daniel Webster Hwy, Nashua, NH, (603)891-9674 300977, Dover Donuts, Inc., 890 Central Ave, Dover, NH, (603)749-6415 301354, Progressive Foods, Inc., 111 S Main St, Rochester, NH, (603)332-2326 301404, Amherst St. Donuts, Inc., 260 Amherst St, Nashua, NH, (603)880-0388 301407, Port Donuts, Inc., 802 Lafayette Rd., Portsmouth, NH, (603)436-9717 301592, JAMAR DONUTS, INC., 5 Crystal Ave, Derry, NH, (603)432-9797 301616, 89 Donuts, LLC, 12 Main St, West Lebanon, NH, (603)276-3416 301649, VILA FRANCA DONUTS, LLC, 101 Loudon Rd., Concord, NH, (603)224-0154 301677, Stratham Donuts, Inc., 15 Portsmouth Ave, Stratham, NH, (603)772-8394 301680, Clanew Co., LLC, 202 Washington St, Claremont, NH, (603)542-0957 301733, Saturn Associates, Inc., 9 Green St, Berlin, NH, (603)752-7573 301734, Exeter Donuts, Inc., 61 Portsmouth Ave, Exeter, NH, (603)778-8995 302021, MANCO, LLC, 1265 S Willow St, Sunoco, Manchester, NH, (603)641-9991 302486, Progressive Foods, Inc., 64 Milton Rd., Rochester, NH, (603)330-0140 302562, Epping Donuts, Inc., Route 125, Epping, NH, (603)679-5535 302867, Lowell Road Donuts LLC, 223 Lowell Rd., Hudson, NH, (603)881-5574 302948, Hillsboro Donuts, Inc., 258 W Main St, Hillsboro, NH, (603)464-4888 302949, MANCO, LLC, 1022 S Willow St, Manchester, NH, (603)232-6134 303533, Mrk Donuts, Inc., 300 Main St, Nashua, NH, (603)883-9443 303535, Bebe Donuts, Inc., 143 Elm St, Milford, NH, (603)672-6328 304339, CSA DONUTS, INC., 471 Amherst St, Nashua, NH, (603)880-8449 304412, FIO Donuts, Inc, 15 S Broadway, Salem, NH, (603)890-1050 304682, Saturn Associates, Inc., 191 Main St, Gorham, NH, (603)466-2979 304746, Fram's Donuts, Inc., 3274 Main St, State Line Store, Center Conway, NH, (603)447-2759 304756, Merrimack Donuts, Inc., 514 Daniel Webster Hwy, Merrimack, NH, (603)424-3291 304868, Derry Street Donuts LLC, 88 Derry Rd., Hudson, NH, (603)880-4334 304953, MANCO, LLC, 1 Benton Rd., Hooksett, NH, (603)623-9270 304957, L & K Donuts, Inc., 947 2nd St, Manchester, NH, (603)625-6277 306010, MANCO, LLC, 570 Mast Road, Goffstown, NH, (603)623-4953 306161, Lafayette Donuts, Inc., 42 Lafayette Rd., North Hampton, NH, (603)964-8856 306391, Plaistow Donuts, LLC, East Hampton Donuts, Inc., & Hadley Donuts, Inc., 74 Plaistow Rd., Plaistow, NH, (603)974-1374 306554, Vencor, Inc., 1 Mohawk Dr, Londonderry, NH, (603)434-8542 306791, ORACLE MANAGEMENT GROUP XXI, INC., 1976 Woodbury Ave, Portsmouth, NH, (603)431-9755 306971, A.N.M. Donuts, Inc., 541 W. Main St, Tilton, NH, (603)286-8929 307156, Epsom Donuts, Inc., 1918 Dover Rd., Epsom, NH, (603)736-8221 307288, A & M Donuts, Inc., Route 25 Tenney Mountain Hwy, Plymouth, NH, (603)536-7622 307396, Islington Donuts, Inc., 531 Islington St, Portsmouth, NH, (603)431-7350 307516, Azores Donuts, Inc., 62 Manchester St, Concord, NH, (603)225-5459 307538, Jessica Donuts, Inc., 98 Fisherville Rd., Concord, NH, (603)228-2952 307570, Bebe Donuts, Inc., 556 Nashua St, Milford, NH, (603)672-3744 307680, Mountain View Donuts, LLC, 148-150 Main St, Littleton, NH, (603)444-0520 307804, NS Donuts LLC, 7 Freetown Rd., Raymond, NH, (603)895-4764 307848, Ossipee Donuts, L.L.C., Rt 16, Ossipee, NH, (603)539-3633 307849, Wolfeboro Donuts, L.L.C., 23 Center St, Wolfeboro, NH, (603)569-9050 308783, Minda's Donuts, Inc., 6 Colby Corner, East Hampstead, NH, (603)382-2869 308880, Mountain View Donuts, LLC, 196 Main St, Lancaster, NH, (603)788-4033 310010, M.M.M. Donuts, Inc., 308 Daniel Webster Hwy, Merrimack, NH, (603)429-9929 310033, L & K Donuts, Inc., 470 Route 101, Mobil, Bedford, NH, (603)471-0311

581

310154, Bettencourt II Corp., Bridge Street - Pelham Plaza Route 38, Pelham, NH, (603)635-2163 310156, Lee Donuts, Inc., 56 Concord Rd., Lee, NH, (603)868-7943 310276, GMC Donuts, Inc., 764 Elm St, Milford, NH, (603)672-8110 310294, Tamworth Donuts, L.L.C., 1705 White Mountain Hwy, Tamworth, NH, (603)323-7125 310393, Bobco-Meredith, L.L.C., 55 NH Rte 25, Meredith, NH, (603)279-4936 330194, Seabrook Donuts, Inc., 443 Lafayette Rd., Seabrook, NH, (603)474-5303 330226, Salema's Cart System, Inc., 12 Ocean Blvd., Coastal Gas, Seabrook, NH, (603)474-7946 330249, NS Donuts LLC, 53 Church St Carriagetown Plaza, Kingston, NH, (603)642-8355 330307, Hollis Donuts, Inc., 2 Main St, Hollis, NH, (603)465-9314 330320, JAMAR DONUTS, INC., 2 Ashleigh Dr, Derry, NH, (603)434-2319 330358, A.N.M. Donuts, Inc., 65 Laconia Rd., Tilton, NH, (603)286-2770 330377, Alton Donuts, LLC., 50 S Main St, Alton, NH, (603)875-4500 330379, L & K Donuts, Inc., 206 S. River Rd., Bedford, NH, (603)668-0335 330847, Bobco-Belmont, L.L.C., 918 Laconia Rd. Rte 106, Belmont, NH, (603)267-8067 331128, Swanzey Donuts, Inc., 47 Monadnock Highway, Swanzey, NH, (603)352-8793 331162, Progressive Foods, Inc., 95 Farmington Rd., Shell, Rochester, NH, (603)330-5160 331827, JAMAR DONUTS, INC., 12 Nashua Rd., Shell, Londonderry, NH, (603)437-3567 331840, Braza Donuts, LLC, Rte 12 & 119, Fitzwilliam, NH, (603)585-7736 331966, 89 Donuts, LLC, 191 S. Main St, West Lebanon, NH, (603)276-3423 331981, Progressive Foods, Inc., 377 Gonic Rd., Rochester, NH, (603)335-3969 332859, Landon Donuts, LLC, 546 1st Nh Tpke, Mobil Gas, Northwood, NH, (603)942-8568 332925, Felisha Donuts, Inc., 154 King St, Boscawen, NH, (603)796-2364 334736, Greenland Donuts LLC, 381 Portsmouth Ave, Greenland, NH, (603)436-1251 334799, Meri Donuts, Inc., 213 Concord St Rt 202, Peterborough, NH, (603)924-9660 335510, Minda's Donuts, Inc., 119 Plaistow Rd. Route 125, Plaistow, NH, (603)382-8087 335512, MATT DONUTS, INC., 5 Nichols Mill Ln, Irving Gas, Warner, NH, (603)456-2080 335562, Mountain View Donuts, LLC, 8 Union St, Whitefield, NH, (603)837-8826 335574, Amherst St. Donuts, Inc., 190 Amherst St, Shell Gas, Nashua, NH, (603)880-5352 335825, KALA DONUTS, INC., 100 Eddy Rd., Manchester, NH, (603)647-2755 335863, Port Donuts II, LLC, 2875 Lafayette Rd., Portsmouth, NH, (603)430-6055 335988, 165 DONUTS, INC., Portland Rd. Rt4, Dover, NH, (603)750-3150 336177, Salema's Cart System, Inc., 720 Lafayette Rd., Seabrook, NH, (603)474-1136 336410, Mountain View Donuts, LLC, 158 Main St, Citgo Gas, Colebrook, NH, (603)237-8585 336451, MANCO, LLC, 1932 Wellington Road, Manchester, NH, (603)647-9268 336573, Bobco-New Hampton, L.L.C., 319 NH Route 104, New Hampton, NH, (603)744-5158 336577, MANCO, LLC, 1932 South Willow Street, Shell, Manchester, NH, (603)622-5715 336590, CASA DONUTS, INC., 725 Milford Road, Merrimack, NH, (603)821-5333 336697, Attom Donuts, Inc., 42 Daniel Webster Hwy, Merrimack, NH, (603)886-7126 336755, Jaffrey Donuts L.L.C., 80 Peterborough St, Jaffrey, NH, (603)532-9500 336789, Carvalho Donuts, Inc., 119 East Hollis St, Nashua, NH, (603)881-9006 336790, Nashway Co., LLC, 242 Daniel Webster Highway, Gulf, Nashua, NH, (603)888-4154 336901, Kyle Donuts, Inc., 36-38 Lowell Street, Salem, NH, (603)890-9130 337152, Gofshell Co., LLC, 100 Mast Rd., Shell, Goffstown, NH, (603)497-4629 337408, Swanzey Donuts, Inc., 189 W Swanzey Road, Swanzey, NH, (603)354-7700 337412, Antrim Donuts, LLC, 1 Concord Street, T-Bird Gas, Antrim, NH, (603)588-3344 337608, Fram's Donuts, Inc., 1946 White Mountain Hwy, North Conway, NH, (603)356-5676 337626, Chichester Donuts, LLC, 6 Horse Corner Rd., Chichester, NH, (603)798-5477 337627, Lonrock Co., LLC, 201 Rockingham Rd., Londonderry, NH, (603)421-2845 337630, Westriv Co, LLC, 90 West River Road, Hooksett, NH, (603)647-0754 338007, Gilford Donuts, LLC, 1400 Lake Shore Rd., Gilford, NH, (603)528-1751 338177, Coca Donuts, LLC, 333 Loudon Rd., Concord, NH, (603)223-6621 338472, MANCOAIR, LLC, 1 Airport Rd., Manchester Airport, Manchester, NH, (603)622-0712 338638, Fonzi Donut, Inc., 318 Summer St, Bristol, NH, (603)744-9495 338925, RADM Donuts, LLC, 7 Exeter Rd., Epping, NH, (603)679-2319 338939, Wesnash Co., LLC, 315 West Hollis St, Nashua, NH, (603)889-0543 338985, Montco, LLC, 96 Daniel Webster Hwy, Belmont, NH, (603)524-9406 339121, L & K Donuts, Inc., 28 W River Rd., Circle K, Hooksett, NH, (603)647-0477 339124, Barring, LLC, 89 Whitehouse Rd., Somersworth, NH, (603)692-5683 339202, Chesterman, LLC, 855 Candia Rd., Manchester, NH, (603)232-1195 339262, Shefdun, LLC, 78 Sheffield St, Manchester, NH, (603)641-3975 339279, Kingston Coffee, LLC, 126 Route 125, Kingston, NH, (603)642-7588 339298, J.R.L.E. Correia Donuts, LLC, 41 Nashua Rd., Londonderry, NH, (603)437-1612 339325, Progressive Foods, Inc., 130 Washington St, Rochester, NH, (603)330-0359 339445, Rockingham Donuts, LLC, 57 Rockingham Rd., Windham, NH, (603)898-0828 339698, Dunnas, LLC, 310 Daniel Webster Hwy, Nashua, NH, N/A

582

339706, Derry Rock Co, LLC, 160 Rockingham Rd., Derry, NH, (603)437-0736 339725, Dunrock, LLC, 99 Rockingham Park Blvd., Salem, NH, (603)893-2067 339726, Progressive Foods, Inc., 64 Highland St, Rochester, NH, (603)332-6742 339732, KALA DONUTS, INC., 8 White Ave, Irving Gas, Bedford, NH, (603)668-6366 339846, Dunman, LLC, 1500 S Willow St, Manchester, NH, (603)622-5895 339863, 89 Donuts, LLC, 120 Route 10 S, Grantham, NH, (603)653-8286 339885, Keene Donuts, Inc., 410 West St, Keene, NH, (603)352-1111 340103, GFTF Corporation, 123 Bridge St, Pelham, NH, (603)635-8062 340187, A & M Donuts, Inc., 158 Main St., Ashland, NH, (603)968-9083 340207, CMLK Donuts, Inc., 125 Route 101A, Amherst, NH, (603)881-3305 340424, Stiles Road Donuts, LLC, 8 Stiles Rd., Salem, NH, (603)893-2241 340696, RADM Donuts, LLC, 1 Long Hill Rd., Dover, NH, (603)749-0707 340910, Hampton Donuts II, LLC, 369 Lafayette Rd., Hampton, NH, (603)926-6250 340938, Bobco-Moultonboro, L.L.C., 70 Whittier Highway, Moultonborough, NH, (603)253-8068 341399, CMLK Donuts, Inc., 84 Route 101a, Quickava, Amherst, NH, (603)249-3306 341400, Browndun, LLC, 2297 Brown Ave, Manchester, NH, (603)695-6746 341473, Mountain View Donuts, LLC, 615 Meadow St, Wal*Mart, Littleton, NH, (603)444-7474 341482, 89 Donuts, LLC, 285 Plainfield Rd., Wal*Mart, West Lebanon, NH, (603)276-3442 341729, George Roc, LLC, 303 N Main St, Rochester, NH, (603)332-0905 341730, Weare Donuts, Inc., 427 S Stark Hwy, Weare, NH, (603)529-5547 341732, Ellhos, LLC, 1 Elliot Way, Elliot Hospital, Manchester, NH, (603)647-1623 341873, Pembroke Donuts, LLC, 16 Sheep Davis Rd., Pembroke, NH, (603)226-7171 341913, C.N. Donuts, LLC, 155 Central St, Woodsville, NH, (603)747-2111 342025, 89 Donuts, LLC, 786 Methodist Hill Rd., Enfield, NH, (603)632-3493 342046, Fredo Donuts, LLC, 46 North South Rd., Wal*mart, North Conway, NH, (603)356-0130 342062, Minda's Donuts, Inc., 304 Sandown Rd., East Hampstead, NH, (603)329-6276 342068, Bellhook, LLC, 6 Bell Ave, Irvin Moblie, Hooksett, NH, (603)623-1475 342215, Vida Triste Donuts, LLC, 63 Gilford East Dr, Gilford, NH, (603)524-7182 342237, Progressive Foods, Inc., 116 Farmington Rd,. Wal*mart, Rochester, NH, (603)332-0169 342338, Barnstead Donuts, LLC, 656 Suncook Valley Hwy Route 28, Pittsfield, NH, (603)435-6488 342907, Salema's Cart System, Inc., 45-48 Portsmouth Ave, Stratham, NH, (603)658-0660 342955, 89 Donuts, LLC, 554 US Route 4, Enfield, NH, (603)632-3492 343457, New London Donuts LLC, 217 Main St, New London, NH, (603)526-4644 343458, C.E.M. Donuts, LLC, 1602 Elm St, Mobil, Manchester, NH, (603)628-3681 343803, A & M Donuts, Inc., 3 Tower Rd. Rt 49, Campton, NH, (603)726-3010 343809, JSC Donuts, Inc., 299 Main St Shaws, Nashua, NH, (603)578-1382 343896, Braza Donuts, LLC, 1116 Cathedral, Rindge, NH, (603)899-3084 344388, 25 Lake Drive, LLC, 25 Lakeside Dr, Manchester, NH, (603)232-4591 344450, CMLK Donuts, Inc., 100 McGregor St, Catholic Memorial Hospital, Manchester, NH, (603)624-0199 344739, Loudon Donuts, LLC, 214 Rt 106 South, Loudon, NH, (603)798-5025 345071, Progressive Foods, Inc., 398 High St, Somersworth, NH, (603)692-3419 345240, RADM Donuts, LLC, 2 Dover Rd., Durham, NH, (603)868-5627 345469, Shasta Donuts, LLC, 72 Shasta Dr, Nutfield Country Store, Londonderry, NH, (603)432-2898 345602, LRD Donuts, LLC, 74 Lowell Rd., Hudson, NH, (603)880-8333 345808, Mancoair II, LLC, One Airport Road, Manchester Airport, Manchester, NH, (603)623-1607 345843, 89 Donuts, LLC, 107 E Main St, Bradford, NH, (603)938-2232 345911, Fram's Donuts, Inc., 539 NH RT 16/302, Bartlett, NH, (603)374-9088 346017, A & M Donuts, Inc., 44 Main St Kancamangus Highway, Lincoln, NH, (603)745-2010 346297, Bow Donuts, LLC, 412 S Main St, Concord, NH, (603)223-6935 346550, Fram's Donuts, Inc., 402 W Main St, Conway, NH, (603)452-5311 346594, 89 Donuts, LLC, 1805 Old Concord Rd. Route 202/9, Henniker, NH, (603)428-3070 346595, Union Avenue Donuts, Inc., 1106 Union Ave, Laconia, NH, (603)524-2206 346676, Indian Rock Donuts, LLC, 30 Indian Rock Rd. Rte 111, Windham, NH, (603)421-9190 346693, DaSilva Donuts, Inc., 8 Route 111, Atkinson, NH, (603)362-5160 347514, Newfields Donuts, LLC, 65 Route 108 3 Winkler Way, Newfields, NH, (603)394-0009 348934, JAMAR DONUTS, INC., 50 Birch St, Speedway, Derry, NH, (603)537-0046 349239, Dunleb, LLC, 96 Hanover St, Jiffy Mart Gas Station, Lebanon, NH, (603)727-9448 349368, Dunchris, LLC, 1037 Hanover St, Manchester, NH, (603)222-1587 349716, Salema & Salema, Inc., 724 Brattleboro Rd., Wal*Mart, Hinsdale, NH, (603)336-7772 349743, Gascan, LLC, 285 Old Candia Rd., Irving Gas, Candia, NH, (603)483-2197 350005, Stratham Donuts, Inc., 191 Epping Rd., Exeter, NH, (603)658-0183 350023, JAMAR DONUTS, INC., 124 Rockingham Rd., Irving Gas, Londonderry, NH, (603)437-0550 350067, University Donuts, LLC, 75 Main St, University of New Hampshire, Durham, NH, (603)862-4867 350171, DREWMAS, L.L.C., 1560 Hooksett Rd., Mega X Gas, Hooksett, NH, (603)485-1907 350305, Dunwal, LLC, 549 Main St, Jiffy Mart Gas, Walpole, NH, (603)445-2081

583

350456, M.M.M. Donuts, Inc., 80 Continental Blvd., Merrimack, NH, (603)424-8512 350508, ELPIDA LLC, 546 Route 11, Sunapee, NH, (603)763-1767 350539, Lincoln St. Donuts, LLC, 500 Valley St, Manchester, NH, (603)627-4500 350604, Alex Donuts, Inc., 227 N Broadway, Salem, NH, (603)912-5027 350631, MANCO, LLC, 20 Roundstone Dr, Irving Mobile Gas, Manchester, NH, (603)626-4708 350662, Windham Donuts, LLC, 43 Range Rd., Windham, NH, (603)458-7281 350663, Aiden Donuts, LLC, 1 Whitney Rd., Concord, NH, (603)753-4064 350665, Jayden Donuts, LLC, 728 New Hampshire, Bow, NH, (603)224-9500 351101, Gefyra, LLC, 20 S Main St, Irving Gas, Newport, NH, (603)865-5159 351150, L & K Donuts, Inc., 3 Leavey Dr, Bedford, NH, (603)206-5519 351186, J.P.M. Donuts, Inc., 239 Main Dunstable Rd., Nashua, NH, (603)579-0800 351257, Manchester Donuts, Inc., 271 Granite St, Manchester, NH, (603)218-3666 351297, Agroktima, LLC, 405 Hooksett Rd., Auburn, NH, (603)483-2299 351666, Bettencourt V Corp., 869 Mammoth Rd., Pelham, NH, (603)635-2100 352087, Londonderry Donuts, LLC, 29 Nashua Rd., All Town Global, Londonderry, NH, (603)437-2669 352185, JJ DONUTS, LLC, 750 Fitchburg Rd., Greenville, NH, (603)291-0230 352477, Hampstead Donuts, LLC, 598 Main St, Hampstead, NH, (603)489-2692 352514, Oracle Management Group XII, Inc., 24 Main St, Wakefield, NH, (603)473-8838 352905, Dunclare, LLC, 148 Charlestown Rd., Claremont, NH, (603)287-8373 353318, Oracle Management Group XIII, Inc., 585 White Mountain Hwy, Milton, NH, (603)652-7222 353559, Christina Donuts, LLC, 14 Brady Dr, Hudson, NH, (603)417-6160 354443, Hollis Donuts, Inc., 176 NH Route 13, Brookline, NH, (603)672-0201 354661, 828 Court Street Donuts, LLC, 828 Court St, Keene, NH, (603)352-3483 354716, Festival Fun Parks, LLC, 850 NH Route 16, Storyland, Glen, NH, (603)383-0361 355463, Gelato LLC, 38 Broad St, Nashua, NH, (603)402-3610 355503, Leland Donuts, LLC, 100 Grove St, Peterborough, NH, (603)784-5091 355701, Silver Street Donuts, LLC, 181 Silver St, Dover, NH, (603)750-4150 355860, GRACIOSA DONUTS, INC., 418 Island Pond Rd., Derry, NH, (603)458-1995 356253, Caldy Donuts, Inc., 70 Cluff Rd., BJs Wholesale Club, Salem, NH, (603)893-3688 357416, KALA DONUTS, INC., 4 Tower Lane, Goffstown, NH, (603)606-1485 358598, Braza Donuts, LLC, 1448 NH Route 119, Rindge, NH, N/A 358769, EXIT 7 DONUTS, LLC, 14 Central Ave, Dover, NH, (603)740-9637 359474, 89 Donuts, LLC, 54 Park Ave, Hopkinton, NH, (603)276-3973 New Jersey 300204, D. L. & R. Donuts, Inc., 140 Central Ave, East Orange, NJ, (973)673-9872 300335, ABDD V LLC, 32-02 Broadway, Fair Lawn, NJ, (201)796-7540 300372, Sita Ram Inc, 235 Route 73 North, West Berlin, NJ, (609)768-4488 300374, PC AND N #16, LLC, 225 E State St, Trenton, NJ, (609)392-4494 300391, Corlies Avenue Donuts LLC, 1400 Corlies Ave, Neptune, NJ, (732)774-6110 300399, QSR CEDAR GROVE, LLC, 378 Pompton Ave, Cedar Grove, NJ, (973)239-4361 300428, ST. GEORGE DONUTS, INC., 1360 Saint Georges Ave, Avenel, NJ, (732)527-0369 300459, 1209 Main Avenue, Inc., 1209 Main Ave, Clifton, NJ, (973)340-8245 300481, PC And N Corp. #4, 2803 S. Broad St, Trenton, NJ, (609)888-4911 300518, Oom, Inc., 387 Route 46, Rockaway, NJ, (973)328-9408 300557, Nilkanth Donut Corp., 702 White Horse Pike, Oaklyn, NJ, (856)854-7812 300574, JSG, Inc., Browning Road And Kings Hwy, Brooklawn, NJ, (856)456-3792 300575, Sai Chaya, Inc., 410 Lalor St, Trenton, NJ, (609)394-0855 300589, TRM Group, Inc., 2007 Park Ave, South Plainfield, NJ, (908)412-8828 300604, ABDD V LLC, 775 State Rt 17 S, Ramsey, NJ, (201)825-8055 300624, SNEH Foods Limited Liability Company, 840 Broadway, West Long Branch, NJ, (732)222-6178 300687, Shraddha Saburi LLC, 161 Union Ave, Paterson, NJ, (973)904-1411 300784, Donut Masters, Inc., 1410 Route 38 Chapel Ave, Cherry Hill, NJ, (856)665-2077 300786, Middle Donuts, Inc., 865 State Route 35, Middletown, NJ, (732)671-9775 300896, JAVA JOINT NP, LLC, 885 US Highway 22, North Plainfield, NJ, (908)754-4426 300919, Hima Inc., 206 Ridge Rd., North Arlington, NJ, (201)998-1441 300920, What A Donut, LLC, 531 N Wood Ave, Linden, NJ, (908)925-7300 300931, ABDD III, LLC, 2903 State Rt 23, Newfoundland, NJ, (973)208-8338 300933, Kelido, Inc., 246 Littleton Rd., Morris Plains, NJ, (973)538-4090 300949, Radha Donut Corp., 220 S Black Horse Pike, Bellmawr, NJ, (856)931-9704 300953, PC and N Corp. # 3, 766 Highway 33, Trenton, NJ, (609)890-3949 300970, Shrewsbury Donuts, Inc., 15 Newman Springs Rd. E, Shrewsbury, NJ, (732)842-9721 300995, Koula LLC, 370 Morris Ave, Elizabeth, NJ, (908)353-8600 301018, Donuts Are Us, LLC, 236 Rahway Ave, Elizabeth, NJ, (908)436-3000 301061, Vicky and Bonny Coffee Express Somerdale LLC, 150 S White Horse Pike, Somerdale, NJ, (856)344-7096

584

301108, TOMS RIVER DONUTS LLC, 146 Route 37 E, Toms River, NJ, (732)244-4100 301274, Gloria Donut Corp., 177 Washington Ave, Nutley, NJ, (973)235-9827 301288, 333 NORTH AVENUE EAST LLC, 333 North Ave E, Cranford, NJ, (908)325-6693 301299, Murani Corp., 583 New Brunswick Ave, Fords, NJ, (732)738-5193 301533, Ghanshyam Donut Corp., 658 Delsea Dr N, Glassboro, NJ, (856)863-1441 301556, Priya Donut Corp., 330 W Route 130, Burlington, NJ, (609)387-9870 301569, Atlantic Donuts, Inc., 3000 Atlantic Ave, Atlantic City, NJ, (609)344-1026 301571, Lily Donuts, Corp., 1790 Lincoln Hwy, Edison, NJ, (732)819-8719 301619, Krishnakunj, Inc., 6830 S. Crescent Blvd., Pennsauken, NJ, (856)662-3242 301620, Yogi Donut Corp., 360 N Delsea Dr, Vineland, NJ, (856)696-9766 301653, JF-Totowa Donuts, Inc., 580 US Highway 46, Totowa, NJ, (973)785-3143 301713, HMS Host Tollroads, Inc., Garden State Pkwy, Montvale Service Plaza, Montvale, NJ, (201)391-8509 301776, ABDD V LLC, 25 Hackensack Ave, Hackensack, NJ, (201)488-5219 301787, VBCE OF HACKETTSTOWN LIMITED LIABILITY COMPANY, 170 Mountain Ave, Hackettstown, NJ, (908)452-5369 301795, GARD of Clark Inc., 196 Westfield Ave, Clark, NJ, (732)574-0715 301798, Shyamji Donuts, Inc., 1860 Marlton Pike E, Cherry Hill, NJ, (856)424-9796 301920, Eatontown Donuts LLC, 315 State Route 35 S, Eatontown, NJ, (732)935-3668 301924, K BELMAR OCEAN LLC, 1601 Ocean Ave, Belmar, NJ, (732)681-5535 302000, Babson Partners Smith St LLC, 7 Smith St, Paterson, NJ, (973)279-5629 302002, Vicky and Bonny Coffee Express Turnersville LLC, 5751 Route 42 South, Turnersville, NJ, (856)228-8188 302004, Fans, Inc., 952 State Route 34, Matawan, NJ, (732)566-9805 302005, Tapan Corp, 10 Wildwood Blvd., Rio Grande, NJ, (609)886-8006 302105, RAMKO DONUTS LLC, 1732 State Route 35, Belmar, NJ, (732)681-9781 302127, Taj Donuts, Inc., 285 Route 130 S, Cinnaminson, NJ, (856)829-4750 302129, Somerset Donuts, Inc., 1067 Easton Ave, Somerset, NJ, (732)249-5997 302214, Jkp Donuts, Inc., 807 Route 73, Mount Laurel, NJ, (856)234-9844 302300, Kruller, Inc., 429 Us Highway 46, Little Ferry, NJ, (201)440-3816 302326, KARAM AT 10 INC, 470 State Route 10, Ledgewood, NJ, (973)252-4313 302335, ABDD V LLC, 926 State Rt 17 North, Ramsey, NJ, (201)327-2970 302336, RP-Flemington Donuts, Inc., 302 US Hwy 202, Flemington, NJ, (908)806-8741 302356, VBCE OF BUDD LAKE LIMITED LIABILITY COMPANY, 100 Us Highway 46 W, Budd Lake, NJ, (973)347-9890 302359, Point Pleasant Donuts, Inc., 1039 Route 88, Point Pleasant, NJ, (732)899-5008 302395, Kelido, Inc., 227 Main St, Madison, NJ, (973)377-9688 302427, B & L Donuts, LLC, 490 Haledon Ave, Haledon, NJ, (973)910-3164 302429, BAYVILLE DONUTS LLC, 477 US Highway 9, Bayville, NJ, (732)269-1454 302458, LTN Corporation, 30 Route 27, Edison, NJ, (732)494-9883 302460, Emerson Donuts LLC, 130 Kinderkamack Rd., Emerson, NJ, (201)261-1316 302462, Y.C. Chungs, Inc., 930 US Highway 22, Somerville, NJ, (908)231-8097 302481, Piscataway Donuts, Inc., 1016 Stelton Rd., Piscataway, NJ, (732)981-0282 302509, Vashree Corporation, 16 S Broadway St, Camden, NJ, (856)541-3002 302526, Sonal Donuts, Inc., 201 S Main St, Pleasantville, NJ, (609)272-0308 302550, Shree Sambhavnath, LLC, 895 Franklin Ave, Newark, NJ, (973)485-1024 302553, RF BYRAM DONUTS, INC., 25 US Hwy 206, Stanhope, NJ, (973)347-9500 302556, NR Enterprises Syndicate, LLC, 226 Bloomfield Ave, Caldwell, NJ, (973)226-9556 302615, Sikand 440 Limited Liability Company, 440 Rochelle Ave, Rochelle Park, NJ, (201)368-2050 302617, Nevada Donuts, Inc., 13 Court St, Newark, NJ, (973)623-2259 302618, Homeric Donuts, Inc., 336 US Highway 9 NB, Manalapan, NJ, (732)409-4948 302666, Nas Donut, Inc., 295 Us Highway 206, Flanders, NJ, (973)927-6121 302737, Phillipsburg 22 LLC, 853 Memorial Parkway, Phillipsburg, NJ, (908)859-2460 302742, Kelido, Inc., 30 Lafayette Ave, Morristown, NJ, (973)455-9464 302754, Michael Donuts, Inc., State Highway 36 & Wilson Ave, Port Monmouth, NJ, (732)495-3394 302757, GARD of Rahway Inc., 926 Saint Georges Ave, Rahway, NJ, (732)499-8510 302797, Hima Inc., 420 Bergen St, Harrison, NJ, (973)481-5411 302812, Mantiff, Inc., 250 State Route 23, Franklin, NJ, (973)209-9872 302813, T & R Donuts, Inc., 1245 Roosevelt Ave, Carteret, NJ, (732)541-6262 302831, Biazzo Baking Company, Inc., 548 Broad St, Bloomfield, NJ, (973)429-1770 302832, Greenbrook Donuts, Inc., 17 US Highway 22, Green Brook, NJ, (732)752-3250 302886, Estabena Trading Corp., 490 US Highway 1, Edison, NJ, (732)777-0370 302912, Kowtow 8 Corporation, 2 S Orange Ave, South Orange, NJ, (973)762-6122 302929, NORTHVALE JAVA LLC, 260 Livingston St, Northvale, NJ, (201)256-6062 302930, Dan Daniels, Inc., 401 Speedwell Ave, Morris Plains, NJ, (973)401-1270 302971, Shree Suparashnath Inc, 3 Gateway Ctr, Newark, NJ, (973)623-0640 302978, K.H.K. DONUTS, INC., 411 US Highway 206, Hillsborough, NJ, (908)359-1222 302996, Indu, Inc., 375 State Route 10, Randolph, NJ, (973)989-6868 303536, GNJ, Inc., 1102 N. Rt 130, Cinnaminson, NJ, (856)786-1127

585

304012, Park & Sixth Realty, LLC, 133 Bloomfield Ave, Bloomfield, NJ, (973)707-2846 304013, Vandac, Inc., 156 SR-31, Washington, NJ, (908)689-7941 304015, Sequeira Donuts, Inc., 1131 State Route 36, Hazlet, NJ, (732)264-6539 304035, Sikand 343 Limited Liability Company, 343 State Rt 17, Hasbrouck Heights, NJ, (201)288-9639 304199, Joell Corporation, 9001 Bergenline Ave, North Bergen, NJ, (201)662-1111 304224, Joemak 18 Corporation, 256 State Route 18, East Brunswick, NJ, (732)238-9618 304243, Brothers L, Inc., 725 State Rt 440, Jersey City, NJ, (201)433-7197 304357, Randolph Exchange Inc, 224 S. Salem St, Randolph, NJ, (973)328-1119 304375, Sayreville Donuts LLC, 528 Raritan St, Sayreville, NJ, (732)525-1600 304408, KK IRVINGTON LLC, 857 Springfield Ave, Irvington, NJ, (201)375-3660 304415, 9001 Corporation, 507 Summit Ave, Jersey City, NJ, (201)963-2233 304472, RIDGEFIELD BAKERY LLC, 470 Broad Ave, Ridgefield, NJ, (201)945-4828 304642, JSG, Inc., 5 E. Crescent Blvd., Collingswood, NJ, (856)854-2361 304694, Babson Partners Ferry St LLC, 139 1/2 Ferry St, Newark, NJ, (973)817-8230 304702, Kruller, Inc., 11 Central Ave Main Ave, Passaic, NJ, (973)779-1913 304726, GNJ, Inc., 130 N. Chester Ave, Delran, NJ, (856)461-6559 304784, 9002 Corporation, 318 Central Ave, Jersey City, NJ, (201)792-9595 304817, Ganesh Donuts Inc., 1001 Wood Ave, Roselle, NJ, (908)298-6800 304821, Lyndhurst Fancy Inc, 425 Valley Brook Ave, Lyndhurst, NJ, (201)896-1115 306000, DEPOTDOUGH, INC., 2387 Hamburg Tpke, Wayne, NJ, (973)831-9814 306089, Vicky and Bonny Coffee Express Sewell LLC, 1551 Hurffville Rd., Sewell, NJ, (609)228-8188 306118, Rampson Foods, Inc., 13 Lanes Mill Rd., Brick, NJ, (732)458-7787 306143, M & N Donut Inc., 114 Maple Ave, South Plainfield, NJ, (908)757-7222 306147, PATERSON 20 DT JAVA LLC, 39 E 33RD St Route 20, Paterson, NJ, (973)910-5701 306342, ELDONA CORPORATION, 186 Elmora Ave, Elizabeth, NJ, (908)289-9327 306453, Ho Lun Industrial U.S.A. Corp., 523 Central Ave, East Orange, NJ, (973)672-7913 306610, Krishna Akshar, Inc., 1800 Route 1, Rahway, NJ, (732)388-3388 306814, Janam Corporation, 1550 Kings Hwy N, Cherry Hill, NJ, (856)429-9717 306841, East Orange Fancy, Inc., 24 S. Harrison St, East Orange, NJ, (973)677-3035 306849, Franklin Donuts, Inc., 3171 State Route 27, Franklin Park, NJ, (732)940-3020 307009, Shree Vimalnath Inc, 1351 Paterson Plank Rd., Secaucus, NJ, (201)605-5555 307041, Kishan Corp., 263 White Horse Pike N, Lawnside, NJ, (856)546-2424 307131, RSR Bergen Inc., 131 Bergen St, Newark, NJ, (973)242-5040 307188, Shayona Donut Corp., 1399 North Delsea Drive, Deptford, NJ, (856)853-2772 307221, Baya Inc., 920 Newark Ave, Elizabeth, NJ, (908)351-9333 307322, Krishna and Khodal Donut, Inc., 1001 Valley Rd., Stirling, NJ, (908)647-1919 307407, New 1578 Clifton Food, LLC, 1578 Main Ave, Clifton, NJ, (973)546-9719 307457, Littleton Donuts, LLC, 199 Littleton Rd., Parsippany, NJ, (973)402-6126 307556, DIVINE DONUTS LLC, 701 Spring St, Elizabeth, NJ, (908)282-1900 307559, Hima Inc., 297 Kearny Ave, Kearny, NJ, (201)998-4544 307630, DEALNDOUGH, INC., 1167 State Rt 23, Kinnelon, NJ, (973)492-0292 307763, N.A.T.C. Donuts, Inc., 6-20 South Ave E, Cranford, NJ, (908)325-6665 307858, A-1 Coffee & Donut, Corp., 351d Matawan Rd., Matawan, NJ, (732)566-4030 307860, Jkp Donuts, Inc., 2891 Route 73, Maple Shade, NJ, (856)667-9084 307961, Shree Donut Corp., 4900 Bergenline Ave, Union City, NJ, (201)866-7646 308056, Prayosha Mahwah Donut LLC, 115 Franklin Tpke, Mahwah, NJ, (201)529-5559 308103, WESTAMPTON DONUTS, LLC, 802 B Woodlane Rd., Mount Holly, NJ, (609)261-1104 308215, Shastriji Donut, Inc., 1120 White Horse Rd., Voorhees, NJ, (856)435-2094 308217, New Road Donuts, LLC, 147 Rt 46 East, Parsippany, NJ, (973)227-3070 308280, N.A.T.C. Donuts, Inc., 534 Boulevard, Kenilworth, NJ, (908)276-5859 308345, Hiraben Donuts, LLC, 2138 Route 88, Brick, NJ, (732)295-0075 308346, Saber Donut, Inc., 177 Washington Valley Rd., Warren, NJ, (732)271-4010 308425, Pryosa Inc., 517 Old Post Rd., Edison, NJ, (732)248-8025 308522, Sav Eatery LLC, 213 US Highway 46, Elmwood Park, NJ, (201)797-0135 308571, Janam Corporation, 145 Haddon Ave, Westmont, NJ, (856)854-9622 308576, QSR LITTLE FALLS, LLC, 57 E Main St, Little Falls, NJ, (973)890-9458 308595, Sharon Donuts, Inc., 1063 Goffle Rd., Hawthorne, NJ, (973)304-0334 308632, Elevated Business Solutions, LLC, Plaza 46 West, West Paterson, NJ, (973)256-4811 308659, QSR LIVINGSTON LLC, 43 S. Livingston Ave, Livingston, NJ, (973)992-3766 308696, Kanha, Inc., 1107 Stuyvesant Ave, Irvington, NJ, (973)399-3535 308699, Kowtow, Inc., 257 South Ave, Fanwood, NJ, (908)322-2454 308759, Dharm, Inc., 404 W. Union Ave, Bound Brook, NJ, (732)764-9807 310016, RT 30 Hammonton Foods Inc, 110 S White Horse Pk, Hammonton, NJ, (609)561-2773 310065, J.S.N.P., LLC, 101 Midland Ave, River Edge, NJ, (201)261-8668 310191, G & R Partners LLC, 242 Rock Rd., Glen Rock, NJ, (201)445-6833

586

310240, PCN Corporation, 3100 Quakerbridge Rd., Hamilton, NJ, (609)584-9062 310279, Brace Road Donuts, Inc., 1434 Brace Rd., Cherry Hill, NJ, (856)216-0928 310280, Ocean City Donuts Inc, 962 West Ave, Ocean City, NJ, (609)525-0444 310297, 36 Donut Corp, 3606 Bergenline Ave, Union City, NJ, (201)866-7646 310300, J.S.N.S., LLC, 417 Washington Ave, Dumont, NJ, (201)385-8288 310412, Phillipsburg 22 LLC, 712 Memorial Pky, Phillipsburg, NJ, (908)859-2450 310444, QSR MILLBURN LLC, 363 Millburn Ave, Millburn, NJ, (973)258-1030 310450, LIMABELMAR LIMITED LIABILITY COMPANY, 2200 State Rt 66, Shoprite, Neptune, NJ, (732)869-1580 310478, Rutgers, The State University of New Jersey, 84 Joyce Kilmer Rd., Rutgers State Univ., Piscataway, NJ, (848)445-4726 330027, BALAJI DONUTS INC, 1299 Us Highway 46, Little Falls, NJ, (973)256-7033 330030, Kinare At Wharton LLC, 321 State Route 15, Wharton, NJ, (973)442-8322 330064, Branchburg Donuts, Inc., 1059 Route 202 N, Branchburg, NJ, (908)575-1377 330087, Red Bank Donuts, Inc., 30 Water St, Red Bank, NJ, (732)224-3885 330094, Rasi Corp., 301 Port Reading Ave, Port Reading, NJ, (732)855-7667 330095, Mahalaxmi Donut, Inc., 33 Union Pl, Summit, NJ, (908)273-1633 330101, RSR Maplewood, Inc., 2001 Springfield Ave, Maplewood, NJ, (973)761-6778 330104, SHANTI DONUTS LLC, 1 W. Hampton St, Pemberton, NJ, (609)894-8200 330162, Hum Sath, Inc., 801 N Olden Ave, Exxon, Trenton, NJ, (609)695-9031 330200, FAIR LAWN JAVA LLC, 12-18 River Rd., Fair Lawn, NJ, (201)855-5432 330204, Luis & Rosanne Donuts, L.L.C., State Highway 35, Sea Girt, NJ, (732)528-1919 330207, Keansburg Donuts, L.L.C., Route 36 & Main St, Shell, Keansburg, NJ, (732)495-9864 330209, Jimit Donuts, Inc., 1252 Route 73 N, Palmyra, NJ, (856)303-9007 330225, M & P Pro-One, Inc., 1406 Teaneck Rd., Teaneck, NJ, (201)862-0062 330343, Erica Donuts III, Inc., 29 E Prospect St, Waldwick, NJ, (201)493-8810 330345, Divya, Inc., 700 Plaza Dr, Secaucus, NJ, (201)617-9200 330428, Naina Corp., 2075 Marleton Pike E Route 70, Cherry Hill, NJ, (856)424-7677 330445, RSR Mt. Prospect, Inc, 880 Mt Prospect Ave, Newark, NJ, (973)483-9055 330471, Dharm, Inc., 101 S. Main St, Manville, NJ, (908)429-9883 330474, Donuts & Coffee LLC, 47 W. Westfield Ave, Roselle Park, NJ, (908)620-1986 330486, Branchburg Donuts, Inc., 1255 Us Highway 22 E, Lebanon, NJ, (908)236-7720 330498, Janam Corporation, 5245 Marleton Pike Rte 70 West, Pennsauken, NJ, (856)665-3424 330706, 622 Valley Montclair Food, LLC, 622 Valley Rd., Upper Montclair, NJ, (973)655-9615 330736, K ASBURY 20 MAIN LLC, 20 Main St, Asbury Park, NJ, (732)898-7043 330742, Anjal, Inc., 222 Bergen Blvd., Fairview, NJ, (201)941-7476 330743, SMHK LLC, 2560 US Highway 22, Scotch Plains, NJ, (908)233-6400 330797, PC AND N #18, LLC, 1600 N Olden Ave, Ewing, NJ, (609)394-5500 330849, Rasi Corp., 113 Smith St, Perth Amboy, NJ, (732)442-8881 330997, N.A.T.C. Donuts, Inc., 320 Chestnut St, Union, NJ, (908)624-0500 331252, Dharm, Inc., 130 Bound Brook Rd., Middlesex, NJ, (732)968-9745 331275, JAVA ORANGE LLC, 529 Main St, Orange, NJ, (973)672-6199 331283, Amee, Inc., 125 Rte 46 E, Denville, NJ, (973)983-1127 331286, Rasi Corp., 458 Amboy Ave, Woodbridge, NJ, (732)855-8962 331310, Shri Ram Donut, L.L.C., 463 Tonnele Ave, Jersey City, NJ, (201)459-0006 331316, Lincroft Donuts, Inc., 661 Newman Springs Rd., Lincroft, NJ, (732)345-9416 331327, Nesma Donut Inc., 1918 Washington Valley Rd., Martinsville, NJ, (732)560-4050 331425, Kelido, Inc., 59-61 Morris St, Morristown, NJ, (973)538-8833 331553, DF Donuts Inc., 400 Newark St, Hoboken, NJ, (201)222-6959 331554, A & T Donuts, Inc., 971 Route 1, Avenel, NJ, (732)855-7559 331604, Karan Arjun, Inc., 126 East Edgar Rd., Linden, NJ, (908)474-5260 331605, ABDD III, LLC, 1521 Union Valley Road West Milford Twp, West Milford, NJ, (973)728-6111 331606, ABDD III, LLC, 301 Route 94 And Church St, Vernon, NJ, (973)764-7744 331778, Radheshyam Corp., 201 Marleton Pike E, Cherry Hill, NJ, (856)429-9006 331866, Erica Donuts IV, Inc., 13 N. Broad St, Ridgewood, NJ, (201)652-9417 331890, New Montclair Food, LLC, 586 Bloomfield Ave, Montclair, NJ, (973)744-9381 331891, Fairfield 46 Donuts LLC, 397 US Highway 46 W, Fairfield, NJ, (973)276-1720 331892, QSR EAST HANOVER LLC, 329 Route 10 East, East Hanover, NJ, (973)884-6215 331928, Ronak Donuts, LLC, 7 State Route 71, Spring Lake, NJ, (732)282-0670 331936, Sikand 220 Limited Liability Company, 220 State Rt 17, Hasbrouck Heights, NJ, (201)288-9639 331939, AB Donuts Inc., 3549 US Highway 22, Somerville, NJ, (908)534-6565 331971, Radha Donut Corp., 320 S. Black Horse Pike, Glendora, NJ, (856)939-4580 331982, Tejal Corp., 319 US Highway 130, E Windsor, NJ, (609)443-8110 332058, PC And N #13 LLC, 1981 N. Olden Avenue Ext, Ewing, NJ, (609)530-9250 332099, Glenwood Donuts, LLC, 234 Glenwood Ave #266, Bloomfield, NJ, (973)743-8301 332100, West Long Branch Donuts LLC, 271 Highway 36, West Long Branch, NJ, (732)542-0605 332140, ARIA ANDOVER DONUTS LLC, 204 Route 206 N, Andover, NJ, (973)786-5185

587

332236, Kruller, Inc., 531 Van Houten Ave, Clifton, NJ, (973)777-9531 332237, Ridgedale Donuts, LLC, 456 Ridgedale Ave, East Hanover, NJ, (973)887-0700 332295, 12 Donuts, Inc., 68 Route 173, Exxon, Hampton, NJ, (908)735-0220 332336, HEIGHTS DONUTS LLC, 435 Boulevard, Hasbrouck Heights, NJ, (201)203-4498 332411, Homeric Donuts, Inc., 3633 Route 9 N, Freehold, NJ, (732)577-0294 332772, Sumarap, Inc., 669 Route 17 South, Paramus, NJ, (201)689-9808 332773, Myrtle Donuts, LLC, 542 Myrtle Ave, Boonton, NJ, (973)394-0101 332860, Cherry Donut, Inc., 2441 Route 38, Cherry Hill, NJ, (856)414-1770 332924, PNS Donuts, LLC, 561 Milltown Rd., North Brunswick, NJ, (732)246-1800 332939, M & M-TWO, INC., 624 Bayway Ave, Elizabeth, NJ, (908)351-7757 334682, Shastriji NJ LLC, 2806 Mt. Ephraim Ave, Camden, NJ, (856)619-0100 334684, Atlantic Food Enterprises, Inc., 1800 Atlantic Ave, Atlantic City, NJ, (609)347-8700 334685, Brothers L. II, Inc., 2 Garfield Avenue, Jersey City, NJ, (201)209-0320 334706, DF-Jersey City Donuts, Inc, 402 Grand St, Jersey City, NJ, (201)360-3444 334718, Pleasantville Donuts Inc., 915 N New Rd., Pleasantville, NJ, (609)272-3053 334720, TRTD Donuts Allendale LLC, 15 W Allendale Ave, Allendale, NJ, (201)818-7474 334723, Baj Of New Providence, L.L.C., 1255 Springfield Ave, New Providence, NJ, (908)508-9700 334764, FAIRVIEW DONUTS LLC, 427 Anderson Ave, Fairview, NJ, (201)313-3434 334920, VBCE OF RT 57 LIMITED LIABILITY COMPANY, 1885 State Route 57, Hackettstown, NJ, (908)850-9954 334921, Kinjal Enterprise LLC, 99 Borelli Blvd., Paulsboro, NJ, (856)423-7013 334928, GRF-Hopatcong Donuts, Inc., 136 Lakeside Dr, Landing, NJ, (973)770-2336 335401, KOOLATTA @ DENVILLE INC, Route 53 & Station, Denville, NJ, (973)664-9410 335433, KREME AT CHESTER INC, 112 Rte 206 South, Chester, NJ, (908)879-7770 335482, Babson Partners Chestnut St LLC, 275 Chestnut Street, Newark, NJ, (973)589-5377 335484, Kanha, Inc., 1451 Stuyvesant Ave., Union, NJ, (908)687-3336 335507, Shannon Donuts, Inc., 1525 Route 206, Shell Gas, Bedminster, NJ, (908)470-1342 335577, Brigantine Donuts, Inc., 4012 Brigantine Blvd., Brigantine, NJ, (609)264-7750 335599, N.A.T.C. Donuts, Inc., 421 Central Ave., Exxon, Westfield, NJ, (908)228-2046 335624, Route 66 Donuts LLC, 3351 Route 66, Neptune, NJ, (732)918-8031 335625, Kruller, Inc., 56 Park Ave, Rutherford, NJ, (201)935-0346 335686, DF-Jersey Avenue Donuts, Inc, 854 Jersey Ave, Jersey City, NJ, (201)222-0682 335792, Christie Donuts, Inc., 3166 Route 22, Shoprite, Branchburg, NJ, (908)231-9600 335817, PC And N #11 LLC, 1278 Lawrence Rd., Lawrenceville, NJ, (609)434-1414 335847, K TR LAKEWOOD LLC, 1245 Lakewood Rd., Rt 166, Toms River, NJ, (732)286-3635 335879, Karan Arjun, Inc., 843 St Georges Ave, Roselle, NJ, (908)241-5000 335887, Berlin Foods Inc, 235 S. White Horse Pike, Berlin, NJ, (856)753-9459 335888, Gokuldev, LLC, 100 Church Rd., Marlton, NJ, (856)985-2909 335973, PSMMSM NJ LLC, 460 Hursville-Crosskeys Rd., Turnersville, NJ, (856)270-5927 336063, SOUTH WALL DONUTS LLC, 2445 Rt 34, Manasquan, NJ, (732)292-9690 336191, Gard Of 1401 Morris Ave, Inc., 1401 Morris Ave, Union, NJ, (908)964-8365 336192, Next Level Associates II, LLC, 2170 Rte 130 N, North Brunswick, NJ, (732)297-9952 336360, Magic Partners, LLC, 139 McBride Ave, Paterson, NJ, (973)278-2061 336508, Gard Of Gas Inc, 1655 St. Georges Ave, Shell, Rahway, NJ, (732)340-9708 336564, Nourhaal Donuts, Inc., 421 S Washington Ave, Piscataway, NJ, (732)424-8000 336688, POINT BEACH DONUTS LLC, 216 Rt 35 South, Point Pleasant, NJ, (732)701-9990 336718, TR Fischer Donuts LLC, 911 Fischer Blvd., Toms River, NJ, (732)288-9707 336849, Foram Donut Corp., 4353 Rte 130 S, Edgewater Park, NJ, (609)871-9422 336897, Akshar Donut Corporation, 1100 Mantua Pike, Wenonah, NJ, (856)208-7906 336904, 522 Donuts, Inc., 495 Georges Rd., Monmouth Junction, NJ, (732)274-1988 336910, Lawrenceville Donuts, LLC, 2098 Brunswick Ave, Lawrenceville, NJ, (609)599-0097 337068, Egg Harbor Donuts Inc., 508 White Horse Pike, Egg Harbor City, NJ, (609)804-9500 337080, JM Donuts, Inc., 4500 Bordentown Ave, Sayreville, NJ, (732)238-0839 337107, Pleasantville Food Inc., 774 Black Horse Pike, Pleasantville, NJ, (609)641-4040 337113, Hightstown Donuts, Inc., 1 Lake Drive, East Windsor, NJ, (609)448-7870 337206, ANJU Donuts of Belleville LLC, 368 Franklin Ave, Belleville, NJ, (973)759-2212 337258, FREEHOLD DONUTS LLC, 511 Soloman Way, Freehold, NJ, (732)462-2141 337325, Kings Highway Donuts LLC, 1447 Hwy 35 North, Shop Rite, Middletown, NJ, (732)615-9556 337339, RSR Hallack Inc, 746 Broadway, Newark, NJ, N/A 337371, Vicky and Bonny Coffee Express Williamstown LLC, 50 S. Black Horse Pike, Williamstown, NJ, 856-513-6250 337372, TR Hooper Donuts LLC, 1781 Hooper Ave, Toms River, NJ, (732)255-9308 337373, Cross Key Donuts, Inc., 583 Berlin Cross Keys Road, Sicklerville, NJ, (856)875-3332 337393, D.B. Oak Tree, LLC, 1957 Oak Tree Rd. Devine Plaza, Edison, NJ, (732)548-3400 337394, 1230 Raritan Road Assoc., Inc., 1230 Raritan Rd., Cranford, NJ, (908)653-0245 337471, Old Route 34 Donuts LLC, 26 Rt 34 , Colts Neck, NJ, (732)431-0176 337514, Sahajanand Donuts, LLC, 1621 W Rt 38, Lumberton, NJ, (609)261-8486

588

337538, SEEWELL GIBBSBORO DONUT CORPORATION, 1 S Lakeview Dr, Gibbsboro, NJ, (856)435-6300 337566, Nosh Operating LLC, 4 Lawrence Harbor Rd., Laurence Harbor, NJ, (732)765-9119 337570, BRUNSWICK DONUTS, INC., 720 Somerset St, New Brunswick, NJ, (732)246-8565 337571, Old Bridge Donuts LLC, 3683 Route 9 NB, Old Bridge, NJ, (732)591-6322 337659, Woodbridge Raritan Limited Liability Company, 2880 Woodbridge Ave, Edison, NJ, (848)200-7883 337676, Hari Donut Corp, 610 Mantua Ave, Woodbury, NJ, (856)845-7750 337712, YOGI NJ LLC, 10 Landis Ave, Upper Deerfield, NJ, (856)451-0202 337734, W C Donuts, Inc., 482 Smith St, Perth Amboy, NJ, (732)826-0884 337838, VBCE OF CLINTON LIMITED LIABILITY COMPANY, 1707 State Route 31, Clinton, NJ, (908)735-7770 337875, Karry, L.L.C., 766 Route 15 S, Lake Hopatcong, NJ, (973)663-0002 337947, BRUNSWICK DONUTS, INC., 1 Railroad Plz, New Brunswick Train Sta, New Brunswick, NJ, (732)220-1270 337949, Krishna Akshar, Inc., 2105 Rte 1 North, Rahway, NJ, (732)574-3377 338098, Washington Donuts, LLC, 34 Robbinsville Allentown Rd., Robbinsville, NJ, (609)208-1700 338161, Compass Group USA, Inc., 400 Paramus Rd., Bergen Community College, Paramus, NJ, (201)447-9251 338206, GBMG, Inc., 1703 Center Square Rd., Logan Township, NJ, (856)241-7585 338224, A & T Donut II, Inc., 887 St Georges Ave, Shop Rite, Woodbridge, NJ, (732)855-8580 338264, BEST SERVE INC, 326 Route 22, Green Brook, NJ, (732)752-8000 338451, Rish Enterprise Inc., 231 3rd Ave, Long Branch, NJ, (732)870-3581 338508, K BELMAR MAIN LLC, 1007 Main St, Belmar, NJ, (732)681-1333 338581, Shri Ram Donut #3, L.L.C., 31 Broadway, Jersey City, NJ, (201)332-4300 338607, GORDONS CORNER COFFEE LLC, 285 Gordons Corner Rd., Manalapan, NJ, (732)536-5702 338660, Tasty Donuts, Inc., 999 Rahway Ave, Woodbridge, NJ, (732)750-0137 338668, CANEAGLES L.L.C., 700 Washington Ave, Hoboken, NJ, (201)798-0444 338690, Superm, Inc., 1810 Tonnelle Ave, North Bergen, NJ, (201)223-5512 338691, DEMAREST POND DONUTS LLC, 132 Hardenburgh Ave, Demarest, NJ, (201)784-0565 338701, K A Donuts, Inc., 93 Route 206, Somerville, NJ, (908)704-1819 338861, GBMG, Inc., 1111 Route 322, Swedesboro, NJ, (856)467-2041 338867, Shri Ram Donut #2, L.L.C., 40 Hudson Pl, Hoboken, NJ, (201)792-3113 338981, PC And N #12 LLC, 1750 N Olden Ave, Shop Rite, Ewing, NJ, (609)771-0077 339052, Sabarmati, LLC, 3101 Marne Hwy, Mount Laurel, NJ, (856)234-9995 339056, K ASBURY 1401 MAIN LLC, 1401 Main St, Asbury Park, NJ, (732)988-7800 339060, Woodbridge Fox, Limited Liability Company, 1714 Woodbridge Ave, Edison, NJ, (732)985-1250 339061, Toms River Rt 9 Donuts, LLC, 1594 Lakewood Rd. Rte 9, Toms River, NJ, (732)914-4740 339066, Mon Mall Donuts LLC, 180 State Route 35, Eatontown, NJ, (732)460-0630 339089, LAVALLETTE DONUTS, LLC, 604 Grand Central Ave, Lavallette, NJ, (732)830-1972 339106, GB Drive Thru, Inc., 227 Route 22 East, Green Brook, NJ, (732)752-2467 339239, New Swaraj Foods Limited Liability Company, 909 Route 70, Brick, NJ, (732)785-8329 339271, Route 9 Union Hill, LLC, 438 Union Hill Rd., Morganville, NJ, (732)536-3664 339284, Millstone Donuts, LLC, 700 Route 33, Millstone Township, NJ, (732)786-1262 339290, Jamkuben Corporation, 909 Church Rd., Cherry Hill, NJ, (856)667-0051 339291, Bentley Donuts II, L.L.C., 1449 RT 18 South SB, Old Bridge, NJ, (732)607-9900 339301, Howell South Donuts, LLC, 4862 Route 9 SB, Howell, NJ, (732)886-6600 339362, Blair Donuts, L.L.C., 27 Park Ave, Nutley, NJ, (973)284-1021 339373, BND Donuts Corporation, 1015 Rt 35, Ocean, NJ, (732)660-1588 339397, Basking Ridge Exchange Inc., 558 Allen Rd., Basking Ridge, NJ, (908)901-9201 339427, Amboy-Pierson, LLC, 1197 Amboy Ave, Edison, NJ, (732)494-9001 339458, KOMAL TR RT 37 LLC, 1902 Route 37 E, Toms River, NJ, (732)831-0008 339541, PALISADES AVE DONUTS LLC, 39 W Palisade Ave, Englewood, NJ, (201)569-3465 339645, 319 Route 28, Inc., 323 North Ave, Garwood, NJ, (908)232-1680 339651, Shiv Management, Inc., 1901 Deptford Center Rd., Deptford, NJ, (856)227-0404 339664, Sea Bright Donuts LLC, 1002 Ocean Ave, Sea Bright, NJ, (732)219-5169 339905, Marlton QSR Donuts, Inc., 901 Old Marlton Pike West, Marlton, NJ, (856)596-6000 339972, 547 Inman Ave., Inc., 539 Inman Ave, Colonia, NJ, (732)540-8191 339999, Khandan Food, Inc., 8 Village Square East, Clifton, NJ, (973)253-2211 340003, DIVINE LITTLE FERRY LLC, 1985 US Hwy 22, Scotch Plains, NJ, (908)322-0415 340038, Bentley Donuts III, LLC, 101 North Park Ave, Linden, NJ, (908)486-5800 340135, MONTVALE JAVA LLC, 128 Chestnut Ridge Rd. Getty, Montvale, NJ, (201)203-0299 340152, Khalid Abdalla, 1007 McBride Ave, West Paterson, NJ, (973)256-1602 340153, Adinath Donuts, Inc., 313 Franklin Ave, Bloomfield, NJ, (973)566-7150 340234, BND Donuts Corporation, 4060A Asbury Ave, Tinton Falls, NJ, (732)922-3600 340267, Barty D. & V. Food Industries, Inc., 293 Route 18, East Brunswick, NJ, (732)238-7212 340340, All-Star Donuts, Inc., Rte 571 & Cranbury Rd., Princeton Junction, NJ, (609)275-3857 340350, Palisades Donut LLC, 2816 Palisades Ave, Weehawken, NJ, (201)348-0495 340353, SHREE BALA DONUTS LLC, 36 State Route 10, East Hanover, NJ, (973)515-5090 340358, AUM Donut LLC, 4108 Tonnelle Ave, North Bergen, NJ, (201)348-3700

589

340410, Dorsha LLC, 434-438 North Broad St, Elizabeth, NJ, (908)351-0350 340426, Pramukh Donut Corp., 604 Rt 47, Sewell, NJ, (856)269-4198 340458, JSG, Inc., 455 S. Broadway, Gloucester City, NJ, (856)456-5007 340476, From Soup To Donuts, LLC, 384 Springfield Ave, Berkeley Heights, NJ, (908)665-8966 340485, Adelphia Donuts, L.L.C., 3263 Highway 9, Freehold, NJ, (732)462-5007 340496, Nosh Operating LLC, 14-22 W Prospect St, Shop Rite, East Brunswick, NJ, (732)967-8711 340498, PC AND N 22 LLC, 275 Parkway Avenue, Trenton, NJ, (609)394-0455 340499, Yaar Inc., 47 E. State St., Trenton, NJ, (609)695-0200 340510, BRUNSWICK DONUTS, INC., 335 George St, New Brunswick, NJ, (732)246-2070 340511, Himarlboro Inc., 460 County Rd., Marlboro, NJ, (732)772-1133 340583, KASTLE AT WHIPPANY INC, 567 Route 10, Whippany, NJ, (973)884-6263 340609, Kuser Donuts, LLC, 1088 White Horse-Mercerville, Hamilton, NJ, (609)585-3636 340619, VP Mount Laurel Donuts LLC, 1215 SR-73, Mount Laurel, NJ, (856)273-9998 340658, Rasi II, Corp, 626 State Street, Perth Amboy, NJ, (732)324-4316 340687, VBCE OF RT 46 LIMITED LIABILITY COMPANY, 375 US Highway 46, Budd Lake, NJ, (973)527-7686 340755, SAI DONUT CORPORATION, 200 West Camden Ave, Moorestown, NJ, (856)231-9919 340789, Prayosha Donut LLC, 320 Beverly Rancocas Rd., Willingboro, NJ, (609)835-7777 340798, Harrison Donut Corp., 7 Passaic Ave, Harrison, NJ, (973)350-1188 340801, KOCONUT AT FLANDERS INC, 114 State Hwy Route 206, Mount Olive, NJ, (973)584-8001 340819, Bridgeton Donuts Inc., 125 S. Pearl St, Bridgeton, NJ, (856)453-1466 340825, PC And N #10 LLC, 3373 Brunswick Pike, Lawrenceville, NJ, (609)750-0015 340835, Access Investors, LLC, 8401 River Rd., North Bergen, NJ, (201)861-7888 340856, Allied Donuts, Inc., 1152 Us Hwy 9 North, Woodbridge, NJ, (723)596-1250 340906, Wallington Donuts LLC, 434 Main Ave, Wallington, NJ, (973)471-3741 340936, Clifton Donuts, L.L.C., 817 Clifton Ave, Clifton, NJ, (973)365-0158 340987, Sewell Donuts, Inc., 660 Woodbury-Glassboro Rd., Sewell, NJ, (856)464-8555 340988, Spring Donuts, Inc., 2060 Springdale Rd., Cherry Hill, NJ, (856)424-4535 341061, Lafayette Donuts, LLC, 183 State Route 15, Lafayette, NJ, (973)383-3190 341169, Cedar Donuts, LLC, 1760 Easton Ave, Somerset, NJ, (732)354-0036 341251, Vicky and Bonny Coffee Express Sicklerville, Inc., 2801 Rt 42, Turnersville, NJ, (856)885-4035 341388, Kartreats, L.L.C., 5 Centre St, Sparta, NJ, (973)726-3399 341391, Durham/Talmadge, LLC, 260 Talmadge Rd., Edison, NJ, (732)287-0021 341459, Jfm River, LLC, 675 River St, Paterson, NJ, (973)742-2280 341523, Tinton Falls Donuts, LLC, 596 Shrewsbury Ave, Tinton Falls, NJ, (732)219-1725 341546, Edgewater Park Donuts, LLC, 130 Marketplace Blvd., Shop Rite, Hamilton Township, NJ, (609)581-0440 341635, M T M Donuts, Inc., 1118 Broad St, Newark, NJ, (973)273-0606 341667, Reason 2 Believe LLC, 511 West Side Ave, Jersey City, NJ, (201)434-5355 341768, Rampson Foods, Inc., 668 Route 70 West, ShopRite, Brick, NJ, (732)477-4888 341894, 4 H Management, Inc., 1215 Route 70 Airport Rd., Lakewood, NJ, (732)364-2940 341915, Vineland Donuts Inc., 709 E. Chestnut Ave, Vineland, NJ, (856)691-5444 341924, OM Riddhi Siddhi, LLC, 442 Pleasant Valley Way, West Orange, NJ, (973)325-5664 341932, NH Parsippany Donuts LLC, 450 N Beverwyck Rd., Parsippany, NJ, (973)334-5800 341967, T & N Donuts, Inc., 805 Cranbury Rd., South Brunswick, NJ, (732)656-4252 341999, Aberdeen Coffee & Donut, Inc., 318 Lloyd Rd., Shop Rite, Aberdeen, NJ, (732)583-2007 342027, BRUNSWICK DONUTS, INC., 2900 Us-1, North Brunswick, NJ, (732)297-0811 342029, CLIFFSIDE PARK DONUTS INC, 738 Anderson Ave, Cliffside Park, NJ, (201)313-0550 342066, ABDD V LLC, 175 Sr-4, Paramus, NJ, (201)843-8285 342086, KUSH AT 46 INC, 1039 Us Hwy 46, Ledgewood, NJ, (973)927-1044 342114, GA Newton Donuts, LLC, 26 Hampton House Rd., Wal*Mart, Newton, NJ, (973)940-1007 342156, MERI ZINDAGI, INC, 1625 Princeton Ave, Lawrenceville, NJ, (609)695-8500 342187, KUMKUM @ ROCKAWAY INC, 375 Mount Hope Ave, Rockaway, NJ, (973)328-3100 342202, Saath, LLC, 1072 Chambers St, Trenton, NJ, (609) 989-5800 342203, Bayshore Donuts, LLC, 171 Main St, Keansburg, NJ, (732)787-4949 342234, Fairlawn Donuts, Inc., 14-00 State Highway 208, Lukoil, Fair Lawn, NJ, (201)796-5565 342256, Commuter Foods Corp., 226 Elizabeth Ave, Newark, NJ, (973)424-0140 342299, HN Pinebrook Donuts LLC, 36 US Highway 46, Pine Brook, NJ, (973)882-3161 342318, SKC Enterprises Inc, 477 E. Union Ave, Bridgewater, NJ, (908)725-3033 342319, Vicky And Bonny Of Pine Hill, Inc., 111 Cross Keys Rd., Berlin, NJ, (856)767-1200 342333, MONMED DONUTS LLC, 487 Market St, Saddle Brook, NJ, (201)845-7456 342346, New Food Franchise IV, LLC, 6 Main St, Wallington, NJ, (973)458-0570 342369, K NEPTUNE BRIGHTON LLC, 2 Brighton Ave, Exxon Gas, Neptune City, NJ, (732)774-8188 342475, SNERI Foods LLC, 843 Route 33, Freehold, NJ, (732)866-8412 342492, Millville Bakery Inc., 1104 W. Main St, Millville, NJ, (856)327-7771 342587, Blackwood Coffee Corp., 1277 Blackwood Clementon Rd., Clementon, NJ, (856)346-6849 342596, Tulsi Food of NJ, Inc., 12 State Rte 12, Flemington, NJ, (908)782-7955

590

342634, MNM Halsey's of Newark Limited Liability Company, 150 Halsey St, Newark, NJ, (973)643-9228 342721, Fort Lee Management, LLC, 1196 Anderson Ave, Fort Lee, NJ, (201)886-1011 342737, Narayan Donut Corp., 301 Evesham Rd. Rte 544, Runnemede, NJ, (856)208-7897 342762, Shri Ram Post, L.L.C., 80 County Rd., Jersey City, NJ, (201)656-6050 342850, Vicky and Bonny Coffee Express Egg Harbor LLC, 300 Egg Harbor Rd., Sewell, NJ, (856)269-4254 342860, Shri Ram Donut #4, L.L.C., 216 County Ave, Secaucus, NJ, (201)863-2001 342876, South Street Donuts LLC, 374 South St, Newark, NJ, (973)732-1188 342951, Shailja, L.L.C., 118 Main St, Chatham, NJ, (973)665-0123 343008, Kailash Donuts, LLC, 302 N Delsea Dr, Clayton, NJ, (856)307-9200 343009, FRANKLIN AVENUE FOODS LLC, 206 W White Horse Pike, Berlin, NJ, (856)767-5413 343031, Shree Padmaprabhu Inc., 2109 Kennedy Blvd., North Bergen, NJ, (201)863-0500 343074, Route 31 Donuts of New Jersey LLC, 72 State Hwy Rte 31, Flemington, NJ, N/A 343096, Swades Inc., 2085 Pennington Rd., Mobil Rte 31, Ewing Twp, NJ, (609)538-0355 343117, Belford Donuts, LLC, 103 Leonardville Rd., Belford, NJ, (732)787-0740 343175, Sensi Consultants LLC, 1500 State Highway Route 46, Little Falls, NJ, (973)812-0927 343188, LV 2015 CORP, 739 Bergen Ave, Jersey City, NJ, (201)332-8033 343282, Brunswick Coffee, Inc., 23 No Main St, Milltown, NJ, (732)514-1700 343350, New Food Franchise II, LLC, 300 Route 17, BJ's Wholesale Club, East Rutherford, NJ, (201)460-0941 343356, Shri Ram Donut 5 LLC, 183 12th St, Jersey City, NJ, (201)659-0777 343364, Pine Hill Donuts, Inc., 501 Erial Rd., Pine Hill, NJ, (856)346-1772 343426, Shri Saantram Donut LLC, 437 Route 46, Rockaway, NJ, (973)989-0303 343469, Shree Suparashnath Inc, 1 Gateway Center, Newark, NJ, (973)623-0610 343480, K BRICK BEAVERSON LLC, 14 Beaverson Blvd., Brick, NJ, (732)477-5889 343481, Atlantic Highlands Donuts, LLC, 11 Rt 36, Atlantic Highlands, NJ, (732)291-5223 343537, Wildwood Donuts, LLC, 3120 Boardwalk, Wildwood, NJ, (609)729-5880 343582, GMCE OF CALIFON LLC, 429 Route 513, Exxon, Califon, NJ, (908)832-8904 343583, KOFFEE AT LYONS INC, 257 Lyons Ave, Newark, NJ, (862)234-1496 343584, AKSH Donuts, LLC, 1007 Route 70, Lukoil, Brielle, NJ, (732)528-5585 343632, Sav Eatery LLC, 100 Willowbrook Dr, Wayne, NJ, (973)256-4992 343659, ESLRAM DONUTS LLC, 255 Pehle Ave, Saddle Brook, NJ, (201)843-5500 343664, Gunatit Krupa, LLC, 5359 Broidy Ave, Joint Base MDL AAFES, Ft Dix, NJ, (609)723-3450 343672, Medford Donuts Inc, 420 Stokes Rd. Route-541, Medford, NJ, (609)953-2494 343675, Vicky and Bonny Coffee Express Winslow LLC, 334 Sicklerville Rd., Sicklerville, NJ, (856)516-4301 343676, Tejal Donuts, Inc., 395 Route 130 N, East Windsor, NJ, (609)448-4754 343690, Valley N Harrison, LLC, 301 N. Harrison St, Princeton, NJ, (609)683-8339 343695, Reason 2 Believe LLC, 147 Palisade Ave, Jersey City, NJ, (201) 420-4099 343735, TASTE OF MAIN STREET INC, 306 Main St, Orange, NJ, (973)672-4700 343741, S-76 Central Avenue, LLC, 76 Central Ave, Shop Rite, Clark, NJ, (732)388-3333 343752, SRAFNA, Inc., 266 Park Ave, Newark, NJ, (973)483-1334 343825, 188 Newark Market Donuts Corporation, 188 Market St, Newark, NJ, (973)286-2946 343856, Tabernacle Donuts, Inc., 1529 Route 206, Tabernacle, NJ, (609)268-1434 343924, Romantic Donuts, Inc., 193 Route 17 South, Paramus, NJ, (201)261-9607 343975, Shreenadonuts Corporation, 317 Rancocas Rd., Mount Holly, NJ, (609)265-2221 344091, Bergenline Donut Corp, 2000 Bergenline Ave, Union City, NJ, (201)330-1616 344191, Speedway LLC, 1420 Admiral Wilson, Speedway, Camden, NJ, (856)964-1694 344198, Parshavnath, Inc., 7401 Tonnelle Ave, North Bergen, NJ, (201)868-5265 344283, DOWNTOWN TR DONUTS LLC, 101 Washington St, Ocean County Library, Toms River, NJ, (732)505-1139 344289, Fort Monmouth Donuts LLC, 148 Main St, Eatontown, NJ, (732)389-4900 344291, Passaic Donut Limited Liability Company, 946 Passaic Ave, Kearny, NJ, (201)246-4354 344295, Wayne Donuts Inc, 263 Changebridge Rd., Pine Brook, NJ, (973)244-0700 344343, TR Dover Donuts LLC, 380 Dover Rd., Toms River, NJ, (732)286-6894 344364, ARIYA @ BASKING RIDGE INC, 450 S Findley Ave, Basking Ridge, NJ, (908)630-9300 344402, KUTEER AT LF INC, 31 Liberty St, Little Ferry, NJ, (201)814-1005 344414, KALLASH INC., 31-35 East Northfield Rd., Livingston, NJ, (973)740-2313 344444, Anjudonuts of Midland, LLC, 458 Midland Ave, Garfield, NJ, (973)340-5400 344446, Speedway LLC, 8 Bennett Mills Rd., Speedway, Jackson, NJ, (732)928-9909 344498, CREAM RIDGE DONUTS LLC, 401 Route 539, Cream Ridge, NJ, (609)752-0057 344563, KEESMAT INC., 12 Green Pond Rd., Rockaway, NJ, (973)453-6698 344732, Delta Donuts LLC, 3440 Route 46 Delta Gas, Parsippany, NJ, (973)334-7400 344945, BRUNSWICK DONUTS, INC., 4180 Route 1 North, South Brunswick, NJ, (732)355-1115 344954, Smith Road Donuts LLC, 323 Smith Rd., Parsippany, NJ, (973)560-9800 345000, ATJ Vision Corporation, 1238 Chews Landing Rd., Clementon, NJ, (856)258-4859 345010, VBCE OF STEWARTSVILLE LIMITED LIABILITY COMPANY, 2437 State Route 57, Stewartsville, NJ, (908)387-8801 345029, J.S.P. Krupa, Inc., 125 Washington Ave, Dumont, NJ, (201)385-6200 345031, K BRICK MANTOLOKING LLC, 602 Mantoloking Rd., Brick, NJ, (732)920-1277

591

345033, Park Ave Donut Limited Liability Company, 4100 Park Ave, Weehawken, NJ, (201)348-8700 345094, MM Food Franchise, LLC, 758 Paterson Plank Rd., Citgo, East Rutherford, NJ, (201)438-4100 345128, 1982 Morris Avenue, LLC, 1982 Morris Ave, Union, NJ, N/A 345216, BRUNSWICK DONUTS, INC., 18A Elizabeth Street, New Brunswick, NJ, (732)249-4929 345268, FOUR BROTHERS FOOD AND BEVERAGE I LLC, 87 River Dr, Garfield, NJ, (973)473-3201 345269, HILLSDALE JAVA LLC, 60 Broadway, Riggins Gas Station, Hillsdale, NJ, (201)203-3327 345281, NORWOOD DT JAVA LLC, 520 Livingston Ave, Norwood, NJ, (201)256-6055 345282, Sejal Sussex Donuts LLC, 128 Water St, Newton, NJ, (973)383-1626 345305, CANEAGLES L.L.C., 1200 Grand St, Hoboken, NJ, (201)217-8778 345429, TASTE OF LODI LLC, 291 N Main St, Lodi, NJ, (973)472-3700 345430, JJM Donuts Limited Liability Company, 22-20 Fair Lawn Ave, Fair Lawn, NJ, (201)791-5500 345481, Access of Edgewater, LLC, 955 River Rd., Edgewater, NJ, (201)224-9200 345484, Veer Donuts LLC, 1200 Hamilton Ave, Trenton, NJ, (609)396-1115 345494, Radha NJ LLC, 709 N Black Horse Pk, Haddon Heights, NJ, (856)310-1220 345499, Grand Donuts LLC, 576 Grand Ave, Ewing, NJ, (609)883-2770 345500, K NEPTUNE RT 33 LLC, 3701 Route 33, Neptune, NJ, (732)922-8122 345596, Goldndough, Inc., 1957 Route 23 S, Wayne, NJ, (973)872-7200 345656, Eagle Rock Donuts, LLC, 85 Eagle Rock Ave, East Hanover, NJ, (973)560-1000 345667, Wooding Route One, LLC, 691 Route 1, Edison, NJ, (718)227-6770 345670, Metro Donuts LLC, 430 Route 17, Carlstadt, NJ, (201)672-0020 345783, Village Donuts LLC, 1372 Clifton Ave, Clifton, NJ, (973)773-2130 345784, West Paterson Enterprise, LLC, 185 Squirrelwood Rd., Luk Oil, West Paterson, NJ, (973)278-2519 345789, Babson Partners Chamberlain Ave LLC, 490 Chamberlain Ave, Paterson, NJ, (973)925-4079 345803, Carneys Point Food Franchise, LLC, 327 Slapes Corner Rd., Exxon, Carneys Point, NJ, (856)299-5877 345900, Faber, Coe & Gregg of Florida, Inc., 72 S Clinton Ave, Trenton Train Station, Trenton, NJ, (609)396-6763 345907, CJ Marvania LLC, 6324 N. Crescent Blvd., Pennsauken, NJ, (856)317-2290 345931, MAHANT DONUT LLC, 1007 Kings Hwy, West Deptford, NJ, (856)845-2121 346002, RDB Foods, LLC, 778 State Route 15 N, Conoco Gas , Lake Hopatcong, NJ, (973)288-1424 346059, Shubh Khushi LLC, 50 Union Ave, Manasquan, NJ, (732)223-5111 346066, Srikar Enterprises, LLC, 1312 US 22 East, Phillipsburg, NJ, (908)213-0022 346080, Shree Padmavati Inc., Newark Airport 300 Access Rd., Terminal C, Newark, NJ, (973)622-5522 346152, Mazel Newark LLC, 40-48 Bloomfield Ave, Newark, NJ, (973)482-1992 346153, DBJ SWEET DOUGH ONE, INC., 1388 Hwy 23 North, Butler, NJ, (973)838-7494 346313, TUCKERTON BAKERY LLC, 109 E Main St, Tuckerton, NJ, (609)294-1055 346321, Route 31 Tree Farm LLC, 1 Tree Farm Rd., Pennington, NJ, (609)737-1668 346337, MK Two Inc., 211 S Broad St, Elizabeth, NJ, (908)355-0204 346431, Applegarth Donuts, L.L.C., 316 Applegarth Rd., Monroe, NJ, (609)395-0456 346548, Schoolhouse Donuts, LLC, 464C Elizabeth Ave, Somerset, NJ, (732)271-1800 346552, Evesham Coffee Donuts Inc, 900 Route 73 S, Evesham, NJ, (856)452-5981 346683, RSR Springfield, Inc., 2445 Springfield Ave, Home Depot, Vauxhall, NJ, (908)810-0054 346694, NORTHVALE GAS DT JAVA LLC, 258 Livingston Ave, Citgo, Northvale, NJ, (201)256-6065 346745, Sejal Hamburg Donuts LLC, 3672 Route 94 North, Hamburg, NJ, (973)209-4904 346746, STOCKHOLM DONUTS, LLC, 2737 Route 23, Stockholm, NJ, (973)697-0100 346803, Faber, Coe & Gregg of Florida, Inc., 100 Laurel Hill Dr, Secaucus Train Station, Secaucus, NJ, (201)420-4845 346967, Hawthorne GG Corp, 84 Goffle Rd., Hawthorne, NJ, (973)949-3735 347000, BERGEN TOWN DONUTS LLC, 2701 Bergen Town Ctr, Paramus, NJ, (201)753-5125 347095, Rutherford Java LLC, 131-147 Rte 17 N, Lukoil, Rutherford, NJ, (201)939-0702 347099, Sejal Wharton Donuts LLC, 314 Route 15, Shoprite, Wharton, NJ, (973)442-8299 347256, Speedway LLC, 6807 S Route 130, Speedway, Pennsauken, NJ, (856)665-2060 347353, Texas-Englishtown LLC, 169 Texas Rd., Old Bridge, NJ, (732)521-0488 347367, Forked River Donuts, Inc., 344 N Main St, Lanoka Harbor, NJ, (609)693-7444 347432, JOLLYDOUGH, Inc., 188 Main St, Lincoln Park, NJ, (973)694-8300 347608, 76 Main Donuts, LLC, 76 Main Ave # 98, Passaic, NJ, (973)470-8200 347661, DOJ Donuts LLC, 25 Market St, NJ Department of Justice, Trenton, NJ, (609)392-3044 347671, WARETOWN DONUTS LLC, 501 Route 9, Waretown, NJ, (609)242-0092 347788, Speedway LLC, 789 Amboy Ave, Speedway, Edison, NJ, (732)738-6516 347789, Speedway LLC, 2295 Rt 4, Speedway, Fort Lee, NJ, (201)585-0182 347796, Speedway LLC, 701 E Edgar Rd., Speedway, Linden, NJ, (908)474-5024 347800, Speedway LLC, 60 Route 46 E, Speedway, Mountain Lakes, NJ, (973)316-2645 347803, Speedway LLC, 974 Route 9 South, Speedway, Sayreville, NJ, (732)721-7642 347804, Speedway LLC, 400 Route 3, Speedway, Secaucus, NJ, (201)601-0596 347805, Speedway LLC, 1879 Hooper Ave, Speedway, Toms River, NJ, (732)255-5910 347808, Speedway LLC, 1021 US Highway 9 S, Speedway, Woodbridge, NJ, (732)634-7071 347842, HOPATCONG DONUTS, LLC, 42 Hopatchung Rd., Hopatcong, NJ, (973)288-1500 347868, Nosh Operating LLC, 75 Main St, South River, NJ, (732)238-1365

592

347919, Woodstown Foods Franchise Limited Liability Company, 300 West Ave, Woodstown, NJ, (856)769-8400 347921, South Plainfield Donuts, LLC, 116 Durham Ave, South Plainfield, NJ, (908)561-2002 348018, Laxmi Donuts LLC, 545 Morris Ave, Summit, NJ, (908)273-9303 348135, Sav Eatery LLC, 179 Route 46 W, BP Gas, Lodi, NJ, (973)777-6776 348179, ABDD V LLC, 240 S. Summit Ave, Hackensack, NJ, (201)342-4790 348236, Speedway LLC, 1620 US Highway 22, Speedway, Bound Brook, NJ, (732)271-9042 348271, Faber, Coe & Gregg of Florida, Inc., 800 Sloan Ave Hamilton, Hamilton Train Terml, Mercerville, NJ, (609)890-0679 348328, Ivy Donuts LLC, 386 Franklin Ave, Wyckoff, NJ, (201)891-1133 348384, TASTE OF WEST CALDWELL LLC, 592 Passaic Ave, West Caldwell, NJ, (973)226-7772 348436, Shree Neminath Inc, 1 Raymond Plz, W Newark Penn Sta, Newark, NJ, (973)648-0090 348458, RSR Coit Inc, 545 Chancellor Ave, Irvington, NJ, (973)371-1149 348502, SUHANI NETCONG DONUTS LLC, 10 Rt 46 E, Netcong, NJ, (973)347-2900 348578, Shree Bahubali Incorporated, 3438 John F Kennedy Blvd., Jersey City, NJ, (201)216-1066 348586, Bethany Donuts LLC, 80H Bethany Rd., Hazlet, NJ, (732)203-2014 348588, SAHAJ DONUTS LLC, 119 Trenton Rd., Browns Mills, NJ, (609)893-6700 348643, Belleville Fancy Inc, 364 Main St, Belleville, NJ, (973)759-3383 348645, BRUNSWICK DONUTS, INC., 2715 Route 1, Raceway Gas Station, N Brunswick, NJ, (732)297-9400 348705, Compass Group USA, Inc., 101 Vera King Farris Dr, Richard Stockton College, Galloway, NJ, (609)652-4364 348768, Paba Java, LLC, 180 Howard Blvd., Mount Arlington, NJ, (973)601-7525 348781, Shree Sheetalnath Inc, Newark Int'l Airport, Newark, NJ, (973)623-1242 348782, Shree Dharmanath Inc., 300 Access Rd., Newark Int'l Airport, Newark, NJ, (973)623-0189 348828, Vineyard Lincoln Limited Liability Company, 2193 Route 27, Lukoil Gas, Edison, NJ, (908)287-0001 348868, No Surrender No Retreat, LLC, 308 Willow Ave, Hoboken University Medical Ctr, Hoboken, NJ, (201)222-8912 348945, Atco Donuts Inc, 296 White Horse Pk, Atco, NJ, (856)768-2233 348954, Chai Wala Inc, 421 N Broadway, Pennsville, NJ, (856)299-2035 349009, A and G Donuts, LLC, 345 State Route 31 S, Washington, NJ, (908)223-1380 349102, RSR Ivy Hill Inc, 501 Irvington Ave, Newark, NJ, N/A 349110, Vicky and Bonny Coffee Express Turnersville North LLC, 5400 Route 42, Turnersville, NJ, (856)352-0185 349146, WHITING DONUTS LLC, 1200 Route 70 530, Whiting, NJ, (732)350-0909 349151, North Arlington Fancy Inc, 29 Schuyler Ave, North Arlington, NJ, (201)991-1104 349198, PSM Donut LLC, 1107 Sunset Rd., Burlington, NJ, (609)239-2640 349202, Northfield Donuts Incorporated, 809 Tilton Rd., Northfield, NJ, (609)569-0400 349262, KANAK, INC., 1767 Route 10 E, Morris Plains, NJ, (973)521-9000 349289, New Meadowlands Sportservice, Inc., One Metlife Stadium Dr, Metlife Stadium, E Rutherford, NJ, (201)679-0228 349334, VASU AT MINE HILL INC, 274 Rte 46, Mine Hill, NJ, (973)270-0742 349369, New Meadowlands Sportservice, Inc., One Metlife Stadium Dr, Metlife Stadium, E Rutherford, NJ, (201)679-0228 349400, GHANSHYAM NJ LLC, 744 S Harding Hwy, Buena, NJ, (856)896-0120 349402, Cresskill Donuts, LLC, 32 Piermont Rd., Cresskill, NJ, (201)567-0025 349514, Riverview Donuts LLC, 1 Riverview Plz, Riverview Medical Ctr, Red Bank, NJ, (732)530-2517 349661, Jay Durge, Inc., 11 S Burnt Mill Rd., Voorhees, NJ, (856)616-0080 349663, PARAMUS PARK DONUTS LLC, 700 Paramus Park, Paramus, NJ, (201)588-9451 349751, Kailash Inc., 590 Route 3, Clifton, NJ, (973)928-6650 349770, Somers Point Donuts Inc, 411 New Rd., Somers Point, NJ, (609)926-8555 349931, R D Shoprite Donuts Inc, 90 US Hwy 206, Shoprite, Byram, NJ, (973)448-2500 349998, MP MONTAGUE INC, 15 New Jersey 23 Clove Rd., Montague, NJ, (973)552-9068 350040, PC AND N CORP. #2, 2035 Nottingham Way, Hamilton, NJ, (609)587-1997 350062, Sherman Donuts Inc, 2881 S Delsea Dr, Vineland, NJ, (856)696-0750 350066, Rutgers, The State University of New Jersey, 100 George St, Rutgers State Univ., New Brunswick, NJ, (732)932-9775 350131, Shree Kunthunath Inc, 7101 Boulevard E, Guttenberg, NJ, (201)868-7415 350152, WORKING ON DREAMS LLC, 361 Martin Luther King Jr Dr, Jersey City, NJ, (201)333-1590 350201, PC and N #14 LLC, 4363 S Broad St, Hamilton, NJ, (609)581-7500 350217, Access Investors, LLC, 2033 Lemoine Ave, Fort Lee, NJ, (201)585-8900 350309, RIVERROAD PISCATAWAY LIMITED LIABILITY COMPANY, 601 River Rd., Piscataway, NJ, (732)377-9041 350312, 2 Route 37 Inc, 2 Route 37 W Shop Rite, Toms River, NJ, (848)223-7929 350327, 606 Krishna, Inc., 606 Mullica Hill Rd., Mullica Hill, NJ, (856)956-3522 350328, SABRI DONUT LLC, 1191 Woodlane Rd., Eastampton, NJ, (609)914-4866 350449, KARMAS NJ LLC, 150 Quaker Bridge Mall, Lawrenceville, NJ, (609)799-5500 350478, Clinton Mart Donuts Limited Liability Company, 34 Wal*mart Plz, Wal*mart, Clinton, NJ, (908)238-0383 350496, HBWD LLC, 190 Route 23, Wantage, NJ, (973)702-3865 350535, SHREE AARNATH INC, 10 Toler Pl Rail Station, Newark Int'l Airport, Newark, NJ, (973)623-6666 350562, MARMORA FOODS INC, 4 S Shore Rd., Marmora, NJ, (609)938-0457 350581, Gourmet Dining, LLC, 400 S Orange Ave, Seton Hall, South Orange, NJ, (973)761-9559 350601, RSR GARDNER INC., 652 Route 22, Hillside, NJ, (908)289-1144 350620, JN 516 Corporation, 2614 Highway 516, Old Bridge, NJ, (732)679-2775 350671, FESTIVAL DONUTS LLC, 3450 Black Horse Pike, Mays Landing, NJ, (609)909-5350

593

350682, NEWARK 21 DONUTS INC., 335 McCarter Hwy, Lukoil Gas, Newark, NJ, (973)621-0670 350685, 9003 Corporation, 321 Grove St, Jersey City, NJ, (201)200-1166 350756, PC AND N #5 LLC, 1235 Route 33 ShopRite, Hamilton Square, NJ, (609)890-0507 350813, Valley Road University Foods LLC, 1 Normal Ave, Montclair State University, Montclair, NJ, (973)655-3226 350861, KRETEE INC., 310 Union Ave, Rutherford, NJ, (201)528-8263 350909, ASHA DONUTS LLC, 2043 Rte 130, Florence, NJ, (609)447-0263 350915, AMERICAN FOOD & BEVERAGE L.L.C., 3370 Route 38, Mount Laurel, NJ, (856)581-4907 350959, Kelly-Route 1 Limited Liability Company, 77 US Highway 1, Metuchen, NJ, (732)379-4591 350969, Vicky and Bonny Coffee Express Gibbstown LLC, 431 Harmony Rd., Gibbstown, NJ, (856)599-0015 350975, Erica Donuts I, Inc., 303B Pascack Rd., Township of Washington, NJ, (201)497-3041 350978, KING LENOLA LLC, 587 East Kings Highway, Maple Shade, NJ, (856)581-0048 351015, ARYA DONUTS LLC, 260 Route 130, Bordentown, NJ, (609)379-6309 351071, HEMADRI INC., 399 Somerset St, Harrison, NJ, (862)231-6142 351097, KESHAV NJ LLC, 512 Delsea Dr, Malaga, NJ, (856)422-0792 351165, Shannon Donuts II, Inc., 70 Route 4, BP Gas Station, Englewood, NJ, (201)871-7075 351234, OAK DONUTS INC, 975 N Main Rd., Vineland, NJ, (856)696-1491 351247, Oak Ridge Donuts LLC, 5748 Berkshire Valley Rd., Oak Ridge, NJ, (973)208-1212 351329, VBCE WESTVILLE LIMITED LIABILITY COMPANY, 1021 Delsea Dr, Westville, NJ, (856)579-8363 351386, WADE DONUTS INC, 10 S Wade Blvd., Millville, NJ, (856)506-0029 351387, VP PENNSAUKEN LLC, 1041 Route 73, Pennsauken, NJ, (856)320-4970 351483, SHIP BOTTOM BAKERY LLC, 330 W 8th St, Ship Bottom, NJ, (609)467-7154 351585, OCEAN DONUTS LLC, 4014 Boardwalk, Wildwood, NJ, (609)729-5880 351629, HV COFFEE LLC, 469 Herbertsville Rd., Brick, NJ, (732)840-3963 351691, ARCHWOOD FOODS LLC, 30 Mall Dr W, Jersey City, NJ, (201)420-1249 351742, Verona Bakery, LLC, 101 Bloomfield Ave, Verona, NJ, (973)239-7134 351745, MNM Penn Plaza of Newark Limited Liability Company, 3 Penn Plz E, Newark, NJ, (973)817-7199 351771, Absecon Donuts LLC, 467 White Horse Pike, Absecon, NJ, (609)646-6832 351772, GALLOWAY FOODS II LLC, 311 E Jimmie Leeds Rd., Galloway, NJ, (609)748-8822 351932, Osmosis Business Management, LLC, 125 Broadway, Paterson, NJ, (973)279-3282 351933, RSR LIBERTY LLC, 1156 Liberty Ave, Hillside, NJ, (908)289-1144 351947, GATEWAY 40 DONUTS INC, 769 Route 40, Upper Pittsgrove, NJ, (856)521-0934 351948, Brunswick Coffee, Inc., 116 Ryders Ln, Milltown, NJ, (732)937-8345 352022, Millville Donuts, LLC, 107 Route 35, Keyport, NJ, (732)203-9040 352029, KESHAV DONUT LLC, 1671 Crown Point Rd., West Deptford, NJ, (856)537-1615 352030, Tri-Towne Donuts, Inc., 101 Route 70 E, Evesham, NJ, (856)373-4100 352034, ROUTE 33 EAST DONUTS LLC, 123 Route 33 E, Manalapan, NJ, (732)303-0021 352063, SHREE MAHAVIRAY INCORPORATED, 300 Access Rd., Newark Int'l Airport, Newark, NJ, (973)623-1242 352069, AC BOARDWALK FOODS INC, 1133 Boardwalk, Resorts Casino, Atlantic City, NJ, (609)449-8243 352091, Columbus Donuts LLC, 23205 Columbus Rd., Columbus, NJ, (609)372-4838 352093, RSR Clinton LLC, 1 Clinton Ave, Plainfield, NJ, (973)856-8261 352106, Shri Donuts LLC, 10 Ashwood Ave, Summit, NJ, (908)219-4411 352139, RSR Flora LLC, 454 Spring St, Elizabeth, NJ, (973)298-3285 352199, 301 CENTRAL AVENUE LLC, 315 Central Ave, Clark, NJ, N/A 352230, HAZLET AVE DONUTS LLC, 3150 Route 35, Shop Rite, Hazlet, NJ, N/A 352247, PENNSVILLE FOOD FRANCHISE LLC, 696 S Broadway, Pennsville, NJ, (856)279-2801 352253, KRIDI INC, 794 Main Ave, Passaic, NJ, N/A 352319, JAI SHREE GANESH DONUTS LLC, 105 W 1st Ave, Roselle, NJ, (908)241-0115 352377, Access Edgewater Harbor LLC, 2 Main St, Edgewater, NJ, (201)943-1222 352395, Greco Donuts Inc., 1061 S Black Horse Pike, Blackwood, NJ, (856)401-3060 352408, HAPPYDOUGH, INC., 1050 Hamburg Tpke, Wayne, NJ, (973)872-0530 352410, PENNY DONUTS LLC, 60 Belleville Ave, Bloomfield, NJ, (973)707-5855 352426, Mary 516 Corporation, 3833 Route 516, Old Bridge, NJ, (732)753-9212 352438, NUTLEY FANCY LIMITED LIABILITY COMPANY, 159 Kingsland St, Nutley, NJ, (973)418-1673 352494, PATERSON BAKERY LIMITED LIABILITY COMPANY, 684 Market St, Paterson, NJ, (973)782-5883 352502, Joel Donuts, Inc., 10 Schalks Crossing Rd., Plainsboro, NJ, (609)285-5134 352503, Krupa J.S.N.P. LLC, 1091 Main St, River Edge, NJ, (201)441-9211 352508, GBMG, Inc., 2015 Route 322, Woolwich Township, NJ, (856)832-0608 352578, 4 H Management, Inc., 700 Highway 70 Eastbound, Lakewood, NJ, (732)730-1117 352654, DOT Donuts LLC, 1035 Parkway Ave, Trenton, NJ, N/A 352658, SHRI RAM DONUT 6 LLC, 6903 Kennedy Blvd., North Bergen, NJ, (201)868-8003 352700, FALLS VILLAGE DONUTS, LLC, 1201 Sycamore Ave, Tinton Falls, NJ, (732)389-7515 352772, HANKINS DONUTS INC., 1412 Route 130, East Windsor, NJ, (609)336-0398 352860, SHREE TRIPURA LIMITED LIABILITY COMPANY, 464 W Mount Pleasant Ave, Livingston, NJ, (973)422-0007 352934, Compass Group USA, Inc., 2039 John F Kennedy Blvd. NJCU, Jersey City, NJ, (201)200-2486 353026, RSR TREMONT LLC, 255 Tremont Ave, East Orange, NJ, (973)619-6745

594

353086, SARAH DONUTS LLC, 93 Valley Rd., Clifton, NJ, (973)278-1574 353155, Babson Partners Northfield Ave DT LLC, 563 Northfield Ave, West Orange, NJ, (973)243-4990 353230, Babson Partners Valley Road LLC, 12 S Valley Rd., West Orange, NJ, (973)669-8500 353270, BRIDGEWATER DONUTS LLC, 320 Route 22, Bridgewater, NJ, (908)864-4125 353298, NEWTON DONUTS INC, 65 Sparta Ave, Newton, NJ, (973)300-2000 353302, CLIFTON 46 BAKERY LLC, 1006 Route 46, Clifton, NJ, (973)955-4026 353389, Parkway North QSR, Inc., 133 Garden State Parkway N, Woodbridge, NJ, (732)965-2209 353390, GSP SOUTH, LLC, 82 Garden State Pkwy S, Iselin, NJ, (848)205-2292 353430, Iron Forged, LLC, 440 Veterans Blvd., Carlstadt, NJ, (201)804-6239 353439, Applegarth Donuts South LLC, 221 Applegarth Rd., Monroe Township, NJ, (732)561-4750 353595, AJ DONUTS INC., 1189 Green St, Iselin, NJ, (732)527-0124 353660, SHRI RAM DONUT 9 LLC, 850 Newark Tpke, Kearny, NJ, (201)991-6074 353768, Anjudonuts of Garfield Limited Liability Company, 1 Lanza Ave, Garfield, NJ, (973)850-0555 353769, No Loose Ends, LLC, 57 State Route 10 E, Succasunna, NJ, (862)251-4893 353771, Lakehurst Donuts LLC, 104 Route 70, Lakehurst, NJ, N/A 353813, MK IV LLC, 507 Bayway Ave, BP Gas Station, Elizabeth, NJ, (908)372-0150 353825, Lacey Donuts LLC, 506 Lacey Rd., Forked River, NJ, (609)891-0544 353841, SHARAJ, LLC, 492 Joline Ave, Long Branch, NJ, (732)870-2303 353842, 463 MARKET LLC, 463 Market St, Elmwood Park, NJ, (201)797-6962 353863, Great Garden State Corporation, 5005 N Crescent Blvd., Pennsauken, NJ, (856)333-6948 353899, GUNATIT NJ LLC, 106 White Horse Pike, Clementon, NJ, (856)282-7828 353939, LOVENDOUGH, INC., 72 Hamburg Tpke, Riverdale, NJ, (973)492-0291 354000, SHRI RAM DONUT 8 LLC, 500 Port Imperial Blvd., Weehawken, NJ, (201)766-1432 354037, Merpol Corp., 651 Kapkowski Rd., Elizabeth, NJ, (908)355-5505 354038, SIDDHARTH Donuts LLC, 86 Nassau St, Princeton, NJ, (609)423-2921 354051, Ogdensburg Donuts, LLC, 51 Main St, Ogdensburg, NJ, (973)823-1950 354053, RSR Central LLC, 256 Central Ave, Newark, NJ, (973)388-7191 354112, ABDD V LLC, 86-110 S River St, Hackensack, NJ, (201)968-5212 354216, VP CHERRY HILL 70 WEST LLC, 2325 Route 70 West, Cherry Hill, NJ, (856)330-4978 354217, VP Maple Shade 38 LLC, 461 Route 38 West, Maple Shade, NJ, (856)320-4158 354271, TASTE OF MONROE STREET INC, 50 Monroe St, Passaic, NJ, (973)574-1301 354352, Equestra Donuts LLC, 1140 Route 33, Farmingdale, NJ, (732)965-5105 354353, SIDDHIVINAYAK DONUTS INC, 294 Route 46 E, Fairfield, NJ, N/A 354396, VEENA Donuts LLC, 3330 Brunswick Pike, Lawrence, NJ, (609)356-0322 354413, GNJ, Inc., 801 Burlington Ave, Delanco, NJ, (856)705-0080 354465, RSR Wilson LLC, 192 Wilson Ave, Newark, NJ, (973)619-6745 354506, SHREE MALINATH CORPORATION, 300 Access Rd., Newark Int'l Airport, Newark, NJ, (973)733-2837 354513, SHRI RAM DONUT 7 LLC, 1 Hudson Place, Hoboken Train Station, Hoboken, NJ, (201)656-6061 354596, Holmdel Donuts LLC, 2055 Route 35, Holmdel, NJ, (732)675-5296 354597, Hope Tree Management LLC, 484 Hope Blairstown Rd., Hope, NJ, (908)459-0019 354604, CRANBURY DONUTS, INC., 2668 Route 130, Cranbury, NJ, (609)401-2975 354609, MKP QSR LLC, 3601 Route 38, Mount Laurel, NJ, N/A 354636, VP CHURCH DONUTS LLC, 160 Medford Mt Holly Rd., Medford, NJ, (609)257-3785 354674, PC and N 23, LLC, 988 Route 130, Hamilton, NJ, (609)223-0936 354681, Valley Road University Foods LLC, 1 Quad Rd., Montclair State University, Montclair, NJ, (973)655-5440 354717, Harikrishna Krupa, LLC, 101 Fort Dix St, Wrightstown, NJ, (609)732-3238 354790, Compass Group USA, Inc., 400 Cedar Ave, Monmouth University, West Long Branch, NJ, (732)263-5608 354880, CAPE MAY DONUTS LLC, 3704 Bayshore Rd., North Cape May, NJ, (609)551-2140 354911, Syl Dynamic, LLC, 295 Bloomfield Avenue, Montclair, NJ, (973)744-7011 355124, RSR NORTH BROAD LLC, 1410 N Broad St, Hillside, NJ, (862)255-2452 355129, CARZS COFFEE INC., 920 Hamilton Street, Somerset, NJ, (732)220-1606 355134, Folsom Foods LLC, 1402B Mays Landing Rd., Hammonton, NJ, (609)481-2084 355159, TASTE OF FAIR LAWN LLC, 23-08 Maple Ave, Fair Lawn, NJ, (201)475-5559 355262, PARSIPPANY DONUTS, LLC, 1933 Route 46, Parsippany, NJ, (973)541-2299 355350, PNR Treats, LLC, 210 State Route 15 S, Wharton, NJ, (862)244-4862 355421, Manav Enterprises, Inc., 2005 Mount Holly Rd., Burlington, NJ, (609)526-2481 355444, TASTE OF 484 PATERSON INC., 484 Main St, Paterson, NJ, (973)553-1025 355617, 2430 BRIDGE LLC, 2430 Bridge Ave, Point Pleasant, NJ, (732)899-8989 355711, WARWICK QSR LLC, 434 N Warwick Rd., Somerdale, NJ, (856)679-0805 355747, VP 73 Greentree LLC, 1031 Route 73 N, Marlton, NJ, (856)267-5033 355816, Bally's Park Place, Inc., 1900 Pacific Ave, Bally's Hotel, Atlantic City, NJ, N/A 355826, SONI DONUTS LLC, 621 Route 130, Hamilton, NJ, (609)838-1198 355849, EV DONUTS INC, 3600 Park Ave, Shoprite, South Plainfield, NJ, (908)757-5182 355905, DAYABAPA CORPORATION, 2000 Route 38, Cherry Hill, NJ, (856)320-2116 355907, Broad St Cafe N' Donuts LLC, 707 Broad St, Newark, NJ, (973)622-3038

595

355914, RINGWOOD DONUTS LLC, 109 Skyline Dr, Ringwood, NJ, (973)341-5707 355983, Path Foods LLC, 588 Ocean Blvd., Long Branch, NJ, (732)571-1015 356084, TASTE OF LITTLE FALLS STREET INC, 126 Newark Pompton Tpke, Little Falls, NJ, (973)785-3070 356118, REETZ QSR LLC, 190 Terrill Road, Plainfield, NJ, (908)755-3092 356136, 4 H THIRD VENTURE LLC, 600 River Ave, Monmouth Medical Center, Lakewood, NJ, (732)942-6188 356171, Kearny Fancy, Inc., 180 Passaic Ave, BJ's Wholesale Club, Kearny, NJ, (201)428-2531 356172, Hudson Donut LLC, 1 Exchange Place, Jersey City, NJ, (551)275-8415 356200, KISHAN DONUT 5 LLC, 105 Greene St, Jersey City, NJ, (201)333-8331 356229, SMITHVILLE FOODS LLC, 45 S New York Rd., Galloway, NJ, (609)380-2589 356233, VENTNOR FOODS LLC, 6400 Ventnor Ave, Ventnor City, NJ, (609)541-2933 356301, Bentley Donuts III, LLC, 1001 E Edgar Rd., BJs Wholesale Club, Linden, NJ, N/A 356302, DIVINE QSR LLC, 1601 US Highway 22, BJs Wholesale Club, Watchung, NJ, N/A 356304, MAY DONUTS LLC, 30 N Route 17, BJs Wholesale Club, Paramus, NJ, N/A 356305, Sokol Donuts Incorporated, 1007 US Highway 9, BJs Wholesale Club, Old Bridge, NJ, (973)943-8668 356306, SHREE NEMNATH CORP, 2100 88th St, BJs Wholesale Club, North Bergen, NJ, (201)295-1300 356311, SHRI RAM DONUT 10 LLC, 396 Luis Munoz Marin Blvd., BJs Wholesale Club, Jersey City, NJ, (201)275-2356 356385, 4 H Management, Inc., 941 Route 37 West, BJs Wholesale Club, Toms River, NJ, (732)244-1602 356422, MALL DONUTS, INC., 428 Woodbridge Center Dr, Woodbridge Mall, Woodbridge, NJ, (732)361-1790 356456, 520 Broad Street Cafe N' Donuts LLC, 520 Broad St, Newark, NJ, (973)732-4007 356466, RIVERDALE DONUTS, LLC, 110 State Route 23, BJs Wholesale Club, Riverdale, NJ, N/A 356578, HOPE ROAD DONUTS, LLC, 775 Hope Rd., Eatontown, NJ, (732)289-2320 356734, SHANTI 59 LLC, 580 Union Ave, Middlesex, NJ, (732)377-9850 356742, SS4RH LLC, 30-37 US 22, Springfield, NJ, (973)564-9358 356808, Shore Donuts LLC, 2402 Boardwalk, Wildwood, NJ, (609)576-3646 356927, Pilot Travel Centers LLC, 400 Doremus Ave, Newark, NJ, N/A 356948, CT DONUTS, INC., 848 US 1 and Tappen St, Woodbridge, NJ, (732)582-5039 357183, Kishan Donut #1, L.L.C., 212 Washington St, Hoboken, NJ, (201)253-0693 357212, PC AND N #9, LLC, 3513 Rte 1, Princeton, NJ, (848)260-7479 357383, ENGLISH CREEK FOODS LLC, 6059 East Black Horse Pike, Egg Harbor Township, NJ, (609)645-8130 357459, BARNEGAT DONUTS LLC, 770 Lighthouse Dr, Barnegat, NJ, N/A 357602, Faber, Coe & Gregg of Florida, Inc., 100 Middlesex Essex Tpke, Metro Park Station, Iselin, NJ, (732)205-1331 357640, Sodexo Operations, LLC, 505 Ramapo Valley Rd., Ramapo College, Mahwah, NJ, (201)684-7773 357947, Kushee LLC, 2246 North Ave, Scotch Plains, NJ, (908)312-5048 358081, First Cup, LLC, 657 Franklin Turnpike, Ridgewood, NJ, (201)445-5398 358284, ARISHA INC, 415 King George Rd., Basking Ridge, NJ, (908)350-7609 358563, Falcon Coffee LLC, 262 S Main St, Lodi, NJ, (201)559-3555 359033, JAVA SPORTS RUTGERS LLC, 83 Rockafeller Rd., Rutgers Athletic Center, Piscataway, NJ, N/A 359080, SHREE SHIDD INCOPORATED, 1 Garden State Plaza, Paramus, NJ, N/A New Mexico 301341, Deubel, LLC, 1085 S Saint Francis Dr, Santa Fe, NM, (505)983-2090 302254, Kawa, Inc., 4416 Wyoming Blvd. Ne, Albuquerque, NM, (505)292-1355 302375, Garner Enterprises, Inc., 3030 E Main St Ste N, Farmington, NM, (505)327-2804 350123, Army & Air Force Exchange Service, 8001 Gibson Blvd, Kirtland AFB, NM, (505)232-8771 351036, Sizzling Donuts, LLC, 2527 N Main St, Las Cruces, NM, (575)524-0384 351881, Sizzling Donuts, LLC, 3835 E Lohman Ave, Las Cruces, NM, (575)652-3024 355019, NMR-JUAN TABO, LLC, 2301 Juan Tabo Blvd. NE, Albuquerque, NM, (505)200-0925 357249, Pilot Travel Centers LLC, 4200 Mabry Dr Pilot, Clovis, NM, (575)769-8369 Nevada 345422, First Cup L.V. Silverado Ranch Blvd & Bermuda Rd, LLC, 409 E. Silverado Ranch Blvd., Las Vegas, NV, (702)616-0085 345465, NVGRE DONUT, INC., 171 N Gibson Rd., Henderson, NV, (702)564-7036 345643, First Cup L.V. Craig Rd & Jones Blvd, LLC, 5861 W. Craig Rd., Las Vegas, NV, (702)396-5031 345877, NVGRE DONUT, INC., 200 E Fremont St, Fremont Hotel & Casino, Las Vegas, NV, (702)385-1541 345904, NVGRE DONUT, INC., 5111 Boulder Hwy, Sam's Casino, Las Vegas, NV, (702)433-8882 345928, First Cup L.V. Rainbow Blvd & Post Rd, LLC, 6295 S. Rainbow Blvd., Las Vegas, NV, (702)876-1324 345933, First Cup L.V. Tropicana Blvd & Rainbow Blvd, LLC, 6795 Tropicana Ave, Las Vegas, NV, (702)889-1368 346571, First Cup L.V. Charleston & Desert Foothills, LLC, 11710 W. Charleston Blvd., Las Vegas, NV, (702)228-0568 346686, NVGRE DONUT, INC., 4125 S Eastern Ave, Las Vegas, NV, (702)732-4336 347434, First Cup L.V. Las Vegas Blvd & Warm Springs, LLC, 7430 Las Vegas Blvd., Las Vegas, NV, (702)263-7403 349363, TA Operating LLC, 6595 N Hollywood Blvd., Petro Travel Center, Las Vegas, NV, (702)644-0509 349799, First Cup LV Ann & Simmons, LLC, 5485 Simmons St, North Las Vegas, NV, (702)998-1262 350026, NVGRE DONUT, INC., 10100 S Eastern Ave, Henderson, NV, (702)558-2160 350472, FIRST CUP LV Warm Springs & Durango, LLC, 7250 S Durango Dr, Las Vegas, NV, (702)260-4818 350744, FIRST CUP LV DURANGO & DEER SPRINGS, LLC, 6935 N Durango Dr, Las Vegas, NV, (702)489-9461

596

FRANCHISE DISCLOSURE DOCUMENT DUNKIN’ DONUTS …

Documents

Transcript of FRANCHISE DISCLOSURE DOCUMENT DUNKIN’ DONUTS …