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Previously, the burger chain relied on internet connections of varying speed across each location to power its on-premise point-of-sale system, online ordering 

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1 fév 2017 · sale that are available in Five Guys locations The online store allows the user to browse menu items, order its selection of burgers, hotdogs, 

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fast food chain in the United States, with a 32 8 sales increase from 2010 to 2011 MENU The Five Guys menu is centered on hamburgers offered with 

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States, with a 32 8 sales increase from 2010 to 2011 RECEPTION Five Guys has received numerous awards in D C area publications, including “Number 1 

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1 nov 2018 · “Owner”) to offer for sale 3208 Guadalupe Street, Austin, TX 78705 • The Five Guys/Pad Thai retail building is a 4,439 square foot NNN-leased 

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FIVE GUYS 2020 FDD

73652340.1

FRANCHISE DISCLOSURE DOCUMENT

FIVE GUYS FRANCHISOR, LLC

a Delaware limited liability company

10718 Richmond Highway

Lorton, Virginia 22079

Phone: (703) 339-9500

www.fiveguys.com As a franchisee, you will own and operate a FIVE GUYS® BURGERS AND FRIES fast casual

restaurant which specializes in the sale of fresh made burgers and fries prepared in accordance with our

recipes and ingredients, and other food items that we may specify periodically. The total investment necessary to establish one FIVE GUYS® restaurant ranges from $306,200 to

$641,250 ($381,200 to $716,250 for Alaska, Hawaii and Puerto Rico). This includes the $25,350 that must

be paid to franchisor or its affiliates under the franchise agreement, and the $50,000 per restaurant

($125,000 per restaurant for restaurants to be located in Alaska, Hawaii, or Puerto Rico) that must be paid

to franchisor or its affiliates under the development agreement. You must execute the Development

Agreement if you will establish one or more FIVE GUYS® restaurants. Your total investment necessary as

a developer will vary based on the number of restaurants to be developed. This disclosure document summarizes certain provisions of your franchise agreement and area development agreement and other information in plain English. Read this disclosure document and all

accompanying agreements carefully. You must receive the 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 our Franchise Administration

Department at 10718 Richmond Highway, Lorton, Virginia 22079, Attn: Legal Department, (703) 339-

9500, and franchise@fiveguys.com.

The terms of your contracts will govern your franchise relationship. Do not rely on the disclosure

document alone to understand your contract. Read all of your contracts carefully. Show your contracts and

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

Pennsylvania Avenue, NW, Washington, DC 20580. You can also visit the FTC's home page at

www.ftc.gov for additional information. Call your state agency or visit your public library for other sources

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

Issuance Date: April 30, 2020

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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 Exhibits D and E. 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 A 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

FIVE GUYS® 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 a FIVE

GUYS® franchisee?

Item 20 or Exhibits D and E list 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.

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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 Attachment A. 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.

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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 and development

agreement require you to resolve disputes with the franchisor by arbitration or litigation only in Virginia. Out of state arbitration or litigation may force you to accept a less favorable settlement. It may also cost more to arbitrate or litigate with the franchisor in Virginia than in your own state.

2.Spousal Liability. Your spouse must sign a document that makes your spouse liable

for all financial obligations under the franchise agreement even though your spouse has no ownership interest in the franchise. This guarantee will place both your and your spouse's marital and personal assets, perhaps including your house, at risk if your franchise fails.

3.Estimated Initial Investment. The franchisee will be required to make an

estimated initial investment ranging from $306,200 to $716,250. This amount exceeds the franchisor's parent's net worth as of December 31, 2019, which is ($441,929,000).

4.Maximum Prices for Products. The franchisor may establish maximum prices for

the products sold at a franchisee's restaurant for a limited time, and this maximum price must not be exceeded by the franchisee for such products. 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.

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NOTICE REQUIRED BY THE STATE OF MICHIGAN

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 franchises. (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 provision 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 thirty (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 franchise business are not subject to compensation. This subsection applies

only if: (i) the term of the franchise is less than five (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, advertising or other commercial symbol in the same area

subsequent to the expiration of the franchise or the franchisee does not receive at least six (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: (i) Failure of the proposed transferee 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.

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(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, franchisee has the right to request an escrow arrangement. Any questions regarding this notice should be directed to:

Consumer Protection Division

525 W. Ottawa Street, 1st Floor

Lansing, Michigan 48933

(517) 373-7117

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TABLE OF CONTENTS

Page ITEM 1 FRANCHISOR, AND ANY PARENTS, PREDECESSORS AND AFFILIATES .................. 1

ITEM 2 BUSINESS EXPERIENCE ....................................................................................................... 5

ITEM 3 LITIGATION ............................................................................................................................ 6

ITEM 4 BANKRUPTCY ........................................................................................................................ 7

ITEM 5 INITIAL FEES .......................................................................................................................... 7

ITEM 6 OTHER FEES ........................................................................................................................... 8

ITEM 7 ESTIMATED INITIAL INVESTMENT ................................................................................ 12

ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES .................................. 15

ITEM 9 FRANCHISEE'S OBLIGATIONS ......................................................................................... 19

ITEM 10 FINANCING ........................................................................................................................... 21

ITEM 11 FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND

TRAINING .............................................................................................................................. 21

ITEM 12 TERRITORY .......................................................................................................................... 31

ITEM 13 TRADEMARKS ..................................................................................................................... 34

ITEM 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION ................................. 35 ITEM 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE

FRANCHISE BUSINESS ....................................................................................................... 36

ITEM 16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL .......................................... 38

ITEM 17 RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION .................... 39

ITEM 18 PUBLIC FIGURES ................................................................................................................. 45

ITEM 19 FINANCIAL PERFORMANCE REPRESENTATIONS ....................................................... 45

ITEM 20 OUTLETS AND FRANCHISEE INFORMATION ............................................................... 46

ITEM 21 FINANCIAL STATEMENTS ................................................................................................ 55

ITEM 22 CONTRACTS ......................................................................................................................... 56

ITEM 23 RECEIPTS .............................................................................................................................. 56

EXHIBITS

A - FINANCIAL STATEMENTS

B - DEVELOPMENT AGREEMENT (with

state specific amendments)

C - FRANCHISE AGREEMENT (with state

specific amendments)

D - LIST OF FRANCHISEES

E - LIST OF FRANCHISEES WHO HAVE

LEFT THE SYSTEM

F - TABLE OF CONTENTS OF OPERATIONS

MANUAL

G - STATE SPECIFIC ADDENDA TO THE

DISCLOSURE DOCUMENT

ATTACHMENTS

A - STATE ADMINISTRATORS/AGENTS FOR SERVICE OF PROCESS

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ITEM 1

FRANCHISOR, AND ANY PARENTS, PREDECESSORS AND AFFILIATES

Franchisor

The franchisor is Five Guys Franchisor, LLC ("Five Guys," "we," "us," or "our"). "You" means

the person or entity to whom we grant a franchise. If you are a corporation, partnership, limited liability

company, or other entity, your controlling principals must sign our documents in their individual capacity,

which means the provisions of our Development Agreement (Exhibit B) and Franchise Agreement (Exhibit C), as applicable, will also apply to your owners. We were formed as a Delaware limited liability company on April 20, 2017. Our principal place of business is 10718 Richmond Highway, Lorton, Virginia 22079. We do business under the name FIVE

GUYS®. Our business is limited to offering the franchises that are described in this Disclosure Document.

We do not offer other franchises or engage in any other line of business nor have we ever done so. We have written the Disclosure Document in "plain English" in order to comply with legal

requirements. Any differences in the language in this Disclosure Document describing the terms,

conditions or obligations under the Franchise Agreement, Development Agreement or any other agreements

is not intended to alter in any way your or our rights or obligations under the particular agreement.

We began offering FIVE GUYS® restaurant franchises in June 2017. We do not conduct a business of the type to be operated by our franchisees. Our agents for service of process are listed in Attachment A.

Our Parents, Predecessors and Affiliates

We are a direct, wholly-owned subsidiary of Five Guys Funding, LLC ("Five Guys Funding"), a Delaware limited liability company. Five Guys Funding is a wholly-owned subsidiary of Five Guys SPV Guarantor, LLC ("Five Guys SPV Guarantor"), a Delaware limited liability company. Five Guys Funding and Five Guys SPV Guarantor share our principal business address. Five Guys Funding and Five Guys

SPV Guarantor were organized as part of the securitization transaction described below (the

"Securitization Transaction") and are indirect subsidiaries of our Parent Company (defined below). Five Guys Holdings, Inc., our ultimate parent company, is a Delaware corporation formed on September 20, 2007 ("Parent Company"), and is headquartered at 10718 Richmond Highway, Lorton,

Virginia 22079. Our Parent Company is a non-operating holding company and does not offer franchises in

this or any other line of business. Our Parent Company does not offer or provide any products or services

to our franchisees. During the formation process of our Parent Company, a minority portion of its capital

stock was transferred to Big Horn, L.P., a Pennsylvania limited partnership located at 100 Front Street,

Suite 1500, West Conshohocken, Pennsylvania 19428 ("Big Horn"). Neither Big Horn nor its principals have ever offered FIVE GUYS® restaurant franchises or franchises in any other lines of business. An affiliate of FGE (as defined below), Five Guys, Inc., a Virginia corporation formed on January

7, 1997 ("FGI") with a principal address of 10718 Richmond Highway, Lorton, Virginia 22079, previously

owned 7 FIVE GUYS® restaurants in Northern Virginia, the first of which was opened in February 1986.

FGI conducted this business for over 26 years. FGO (defined below) took over operations for these 7

restaurants in 2011 and finalized the acquisition of them in 2012. FGI has never offered FIVE GUYS®

restaurant franchises nor has it offered franchises in any other lines of business. The franchisor of the franchises described in this Disclosure Document before the closing of the Securitization Transaction in June 2017 was Five Guys Enterprises, LLC ("FGE"). FGE began offering

franchises in December 2002. Its principal place of business is 10718 Richmond Highway, Lorton, Virginia

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22079. FGE is a direct, wholly-owned subsidiary of our Parent Company and is the direct parent company

of Five Guys SPV Guarantor. Five Guys Properties, LLC ("Five Guys Properties") owns and operates FIVE GUYS® restaurants

in the United States and Canada. Five Guys Properties is a wholly-owned subsidiary of Five Guys Funding.

It acquired the restaurants it owns and operates from an affiliate, Five Guys Operations, LLC ("FGO") as

part of the Securitization Transaction. FGO operated newly-constructed, non-franchised FIVE GUYS®

restaurants, as well as several other FIVE GUYS® restaurants which were voluntarily reacquired from

franchisees. As of December 31, 2019, FGO owned and operated 496 FIVE GUYS® restaurants. FGO has

never offered FIVE GUYS® restaurant franchises, nor has it offered franchises in any other lines of

business. Five Guys Bakery, LLC ("Five Guys Bakery"), a Delaware limited liability company, contracts for the production of all required bread products (e.g., hamburger and hot dog buns) which you must

purchase from Five Guys Bakery. Five Guys Bakery was formed as part of the Securitization Transaction.

Its principal place of business is 10718 Richmond Highway, Lorton, Virginia 22079. Before the

Securitization Transaction, Five Guys Foods, LLC ("FGF"), a Virginia limited liability company formed

on December 23, 2002, contracted for and sold required bread products to franchisees beginning in

December 2002. Five Guys Bakery has never offered FIVE GUYS® restaurant franchises, nor has it offered

franchises in other lines of business; Five Guys Bakery does not operate a business of the type being

franchised. FGE Canada Corp., our affiliate, was formed in Canada as a Nova Scotia unlimited liability corporation on November 8, 2011 ("FGE Canada"). FGE Canada's registered civic address is 900-1959 Upper Water Street, Halifax, Nova Scotia B3J 3N2. FGE Canada employs individuals to supervise,

monitor, and assist our franchisees operating FIVE GUYS® restaurants within Canada. FGE Canada has

never offered FIVE GUYS® restaurant franchises, nor has it offered franchises in other lines of business.

FGE Canada does not operate a business of the type being franchised. FGGC, LLC, our affiliate, is a Virginia limited liability company formed on March 21, 2014 ("FGGC"). FGGC's principal address is 10718 Richmond Highway, Lorton, Virginia 22079. FGGC was

formed to manage the issuance, maintenance and operation of our customer gift certificate and stored value

card program. FGGC has never offered FIVE GUYS® restaurant franchises, nor has it offered franchises

in other lines of business. FGGC does not operate a business of the type being franchised. Except as otherwise described above, none of our predecessors or affiliates operate any FIVE GUYS® restaurants or engage in any other business activities.

Securitization Transaction

Under the Securitization Transaction which closed in June 2017, our Parent Company and its

affiliates were restructured. As part of the Securitization Transaction, all existing U.S. franchise agreements

and related agreements for FIVE GUYS® restaurants were transferred to us, and we became the franchisor

of all existing and future Development Agreements, Franchise Agreements and other related agreements.

Ownership and control of all U.S. trademarks and certain intellectual property relating to the operation of

FIVE GUYS® restaurants in the U.S. were also transferred to us. At the time of the closing of the Securitization Transaction, FGE entered into a management agreement with us to provide the required support and services to Five Guys franchisees under their

Development Agreements and Franchise Agreements. FGE also acts as our franchise sales agent. We will

pay management fees to FGE for these services. However, as the franchisor, we will be responsible and

accountable to you to make sure that all services we promise to perform under your Development

Agreement and Franchise Agreement or other agreement you sign with us are performed in compliance with the applicable agreement, regardless of who performs these services on our behalf.

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Description of Franchise

FIVE GUYS® restaurants are fast casual dining restaurants which specialize in the sale of

hamburgers, french fries, and related accompaniments in accordance with our comprehensive and unique

system (the "System"). The System includes distinctive signage, interior and exterior design, décor and

color scheme; special recipes and menu items (including proprietary products and ingredients); uniform

standards, specifications, and procedures for operations; quality and uniformity of products and services

offered; inventory, management and financial control procedures (including point of purchase and tracking

systems); training and assistance; and quality control and promotional programs; all of which we may

change, improve, and further develop, in our discretion. Certain aspects of the System are more fully

described in this Disclosure Document and the Manuals that are provided to you as a franchisee. The

restaurants are identified by certain trade names, service marks, trademarks, logos, emblems, and indicia of

origin, such as "FIVE GUYS", "FIVE GUYS FAMOUS BURGERS AND FRIES", "FIVE GUYS BURGERS AND FRIES", and others (collectively, the "Marks"). We will refer to the restaurants which use our System and Marks as "FIVE GUYS®Restaurant(s)" or "Restaurant(s)." FIVE GUYS® Restaurants are typically located in retail shopping centers and other urban locations

which are acceptable to us. We may, however, consider sites such as train stations, sports arenas, airports,

university campuses or other captive market spaces on a case-by-case basis ("Non-Traditional

Locations"). Each Restaurant will typically range between 2,000 and 3,000 square feet, and will offer a

menu selection featuring food items prepared according to our specified recipes and procedures. We offer the right to establish and operate a Restaurant under the terms of a single unit franchise

agreement (the "Franchise Agreement"), Exhibit C to this Disclosure Document. You may be an

individual, corporation, partnership or other form of legal entity. Under the Franchise Agreement, certain

parties are characterized as "Controlling Principals" of the franchisee (referred to in this Disclosure

Document as "Principals"). The Franchise Agreement is signed by us, by you, and by those individuals

whom we designate as Principals. In most instances, we will designate your principal equity owners,

executive officers, and certain affiliated entities as Principals. By signing the Franchise Agreement, your

Principals agree to be individually bound by certain obligations in the Franchise Agreement, including

covenants concerning confidentiality and non-competition, and to personally guarantee your performance

under the Franchise Agreement. Depending on the type of business activities in which you or your

Principals may be involved, we may require you or your Principals to sign additional confidentiality and

non-competition agreements. You must also designate an "Operating Principal" who will be the main individual responsible

for your business. If you are an individual, you will be the Operating Principal. If you are not an individual,

the person you designate as your Operating Principal must maintain an equity interest in you. The Operating

Principal must sign the Franchise Agreement as the Operating Principal and as one of your Controlling

Principals. The Operating Principal must individually make certain covenants in the Franchise Agreement

and must personally guarantee your performance under the Franchise Agreement. You must enter into a development agreement (the "Development Agreement") to develop one or

more franchised Restaurants to be located within a specifically described geographic territory (the

"Territory"). A form of the Development Agreement is attached as Exhibit B to this Disclosure Document.

We will determine the Territory before you sign the Development Agreement, and it will be specified in

the Development Agreement. The Development Agreement requires you to establish Restaurant(s) within

the Territory according to a development schedule, to periodically provide us with your development plans

during the life of your development schedule, and to enter into a separate Franchise Agreement for each

Restaurant established under the Development Agreement. The Franchise Agreement for the first

Restaurant developed under the Development Agreement will be in the form attached as Exhibit C to this

Disclosure Document. For each additional Restaurant developed under the Development Agreement, you

must sign the then-current form of Franchise Agreement that we are then offering to new franchisees. The

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size of the Territory will vary depending on local market conditions and the number of Restaurants to be

developed. The person or entity signing the Development Agreement is referred to as the "Developer." The Development Agreement contains concepts similar to the Franchise Agreement involving the Developer's

Principals, Controlling Principals of the Developer, and an Operating Principal of the Developer. For

purposes of this Disclosure Document, the terms "Principals," "Controlling Principals," and "Operating

Principal" include those persons having similar obligations identified in both the Development Agreement

and Franchise Agreement, and the terms "you," "your," and "Franchisee" also include the Developer under

the Development Agreement, unless we have noted otherwise. Any reference to the "Agreements" means

the Development Agreement and the Franchise Agreement, as applicable. Upon the expiration or earlier

termination of your Agreements, you will have no options, rights of first refusal, or similar rights to acquire

additional franchises.

Market and Competition

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