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FRANCHISE DISCLOSURE DOCUMENT

BASKIN-ROBBINS FRANCHISING LLC


a Delaware limited liability company
130 Royall Street
Canton, Massachusetts 02021
(781) 737-3000
www.baskinrobbinsfranchising.com
franchiseinfo@baskinrobbins.com

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

The total investment necessary to begin operation of a BR franchise ranges from $93,550 to $401,800. This
includes a range of $3,300 to $32,400 that must be paid to the franchisor or affiliate.

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

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

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

Buying a franchise is a complex investment. The information in this disclosure document can help you make up
your mind. More information on franchising, such as "A Consumer's Guide to Buying a Franchise," which can help
you understand how to use this disclosure document, is available from the Federal Trade Commission. You can
contact the FTC at 1-877-FTC-HELP or by writing to the FTC at 600 Pennsylvania Avenue, NW, Washington,
D.C. 20580. You can also visit the FTC's home page at www.ftc.gov for additional information. Call your state
agency or visit your public library for other sources of information on franchising.

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

Issued April 3, 2018.


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 SUBMIT DISPUTES
TO A COURT OR TO ARBITRATION. THE PLACE OF ARBITRATION SHALL BE IN THE STATE
IN WHICH THE STORE IS LOCATED. SOME STATES MAY HAVE LAWS REGARDING
ARBITRATION/LITIGATION. SEE ADDENDA TO CONTRACTS AND/OR FDD REQUIRED BY
VARIOUS STATES (APPENDIX II).
2. THE FRANCHISE AGREEMENT STATES THAT MASSACHUSETTS LAW GOVERNS THAT
AGREEMENT, AND THE SDA STATES THAT MASSACHUSETTS LAW GOVERNS THAT
AGREEMENT. THESE LAWS MAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS
AS LOCAL LAW OR LOCAL LAW MAY APPLY REGARDLESS OF THIS STATEMENT. SEE
CAVEATS REQUIRED BY VARIOUS STATES (APPENDIX I) AND ADDENDA TO CONTRACTS
AND/OR FDD REQUIRED BY VARIOUS STATES (APPENDIX II), 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 AN
ADDENDUM 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
April 3, 2018. Certain states require franchisors to make additional disclosures related to the information contained
in this disclosure document. If applicable, these additional disclosures will be furnished to you in an addendum.
If this Franchise Disclosure Document has been registered in any of the states listed in the State Effective Dates
Rider, which appears at Exhibit A of this Franchise Disclosure Document, the effective date of that authorization is
listed in Exhibit A.
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 Exhibit A (the next page) for state effective dates.
NOT for use in: NORTH DAKOTA or SOUTH DAKOTA

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EXHIBIT A

STATE EFFECTIVE DATES

The following states require that the Franchise Disclosure Document be registered or filed with the state
or be exempt from registration: California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota,
New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington and Wisconsin.
The Franchise Disclosure Document is registered, on file or exempt from registration in the following
states having franchise registration and disclosure laws, with the following effective dates:

State Effective Date

California April 3, 2018

Hawaii [pending]

Illinois April 3, 2018

Indiana April 3, 2018

Maryland [pending]

Michigan April 3, 2018

Minnesota [pending]

New York April 3, 2018

Rhode Island [pending]

Virginia [pending]

Washington April 3, 2018

Wisconsin April 3, 2018

*BR does not sell franchises in North Dakota or South Dakota.


In all other states, the effective date of this Franchise Disclosure Document is April 3, 2018.

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The following is applicable to you if you are a Michigan resident or your franchise will be located in
Michigan.

NOTICE REQUIRED BY THE MICHIGAN FRANCHISE INVESTMENT LAW


The following statement is required to be provided to you under the Michigan Franchise
Investment Law. By providing this statement, we do not represent or warrant that any of the following
provisions of the law are enforceable. We reserve the right to contest the enforceability of any of the
following provisions.

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.
Each of the following provisions is void and unenforceable if contained in any documents relating to a
franchise:
(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
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 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 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 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) The failure of the proposed transferee to meet the franchisor's then current reasonable
qualifications or standards.

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(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.
Any questions regarding this notice should be directed to:

PHYSICAL ADDRESS MAILING ADDRESS


Michigan Department of Attorney General Michigan Department of Attorney General
Consumer Protection Division Consumer Protection Division
Attn: Franchise Section Attn: Franchise Section
525 W. Ottawa Street PO Box 30213
G. Mennen Williams Building, 1st Floor Lansing, Michigan 48909
Lansing, Michigan 48913 (517) 373-1140
(517) 373-1140

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TABLE OF CONTENTS

Item 1: The Franchisor, and Any Parents, Predecessors and Affiliates ................................................................8
Item 2: Business Experience ................................................................................................................................14
Item 3: Litigation..................................................................................................................................................16
Item 4: Bankruptcy ...............................................................................................................................................22
Item 5: Initial Fees ...............................................................................................................................................23
Item 6: Other Fees ................................................................................................................................................26
Item 7: Estimated Initial Investment ....................................................................................................................32
Item 8: Restrictions on Sources of Products and Services ...................................................................................37
Item 9: Franchisee’s Obligations..........................................................................................................................40
Item 10: Financing .................................................................................................................................................44
Item 11: Franchisor’s Assistance, Advertising, Computer Systems and Training .................................................46
Item 12: Territory ...................................................................................................................................................64
Item 13: Trademarks ..............................................................................................................................................66
Item 14: Patents, Copyrights, and Proprietary Information ...................................................................................68
Item 15: Obligation to Participate in the Actual Operation of the Franchise Business ..........................................69
Item 16: Restrictions on What the Franchisee May Sell ........................................................................................70
Item 17: Renewal, Termination, Transfer and Dispute Resolution ........................................................................71
Item 18: Public Figures ..........................................................................................................................................81
Item 19: Financial Performance Representations...................................................................................................82
Item 20: Outlets and Franchisee Information .........................................................................................................92
Item 21: Financial Statements ..............................................................................................................................108
Item 22: Contracts .................................................................................................................................................135
Item 23: Receipts...................................................................................................................................................136
A-1. Baskin-Robbins Store Development Agreement (SDA)...................................................................138
A-2. DD-BR Combo Store Development Agreement (SDA) ...................................................................148
B-1. Baskin-Robbins Franchise Agreement (FA) .....................................................................................159
B-2. DD/BR Combo Franchise Agreement (FA)......................................................................................182
B-3. Conditional Option(s) to Extend ........................................................................................................205
B-4a. BR Development Incentive (for Single-Unit SDA or no SDA) .........................................................207
B-4b. BR Development Incentive (for Multi-Unit SDA) ............................................................................209
B-5. BR Store Transfer Sales Increase Incentive .......................................................................................211
B-6a. New Combo Incentive (for Single-Unit SDA or no SDA) ................................................................213
B-6b. New Combo Incentive (for Multi-Unit SDA) ....................................................................................214
B-7. BR Military Veterans Development Incentive...................................................................................215
B-8. Combo Retrofit Incentive ..................................................................................................................217
C. DBI Sample Promissory Note………………………………………………………………………218
D-1. Sublease .............................................................................................................................................223
E-1. Option to Assume (Franchisee's) Lease (3 party) ..............................................................................236
E-2. Lease Option Agreement ...................................................................................................................238
E-3. Option to Assume (Franchisee’s) Lease (4 party) .............................................................................252
F-1. Rider to Contract for Sale .................................................................................................................254
F-2. Agreement to Transfer by the Sale of Assets .....................................................................................277
F-3. Agreement to Transfer by the Sale of Stock ......................................................................................290
G. Offer Letter ........................................................................................................................................303
H. Participant Agreement .......................................................................................................................310

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I-1. Contract for Sale (Brokerage Transactions).......................................................................................312
I-2. Contract for Sale (Corporate Developed Restaurants) .......................................................................324
J. Termination Agreement ......................................................................................................................336
K. General Release .................................................................................................................................339
L. Temporary Operating Agreement .......................................................................................................341
M. Intranet Terms of Use .........................................................................................................................343
N. Addition of Interest .............................................................................................................................350
O-1. Assignment of Franchise Agreement ..................................................................................................354
O-2. Assignment, Amendment and Consent to Assignment of Lease [Sublease] ......................................360
P. Baskin-Robbins Relocation Incentive Offer to Select Baskin-Robbins Restaurants ..........................365
Q. [Intentionally Omitted]
R. Contract for Development and Construction .......................................................................................369
S. Certificate of Resolution and Incumbency...........................................................................................390

Other Exhibits

Appendix I-A List of Registered Agents ...........................................................................................................392


Appendix I-B Directory of Administrative Agencies .......................................................................................393
Appendix II List of International Affiliates ....................................................................................................394
Appendix III Schedules/Addenda/Notices Required by Various States ..........................................................396
Appendix IV Operating Manual Table of Contents .........................................................................................402
Appendix V Region List ..................................................................................................................................412
Appendix VI-A List of Current Baskin-Robbins Restaurant Franchisees and Area Developers ..........................416
Appendix VI-B List of Former Baskin-Robbins Restaurant Franchisees .............................................................434
Appendix VII-A List of Current DD-BR Combo Restaurant Franchisees and Area Developers ..........................437
Appendix VII-B List of Former DD-BR Combo Restaurant Franchisees .............................................................461
Appendix VIII Guarantee of Performance (by DB Franchising Holding Company LLC)..................................464

Item 23: Receipts .......................................................................................................................................................465

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Item 1: The Franchisor, and any Parents, Predecessors and Affiliates
The Franchisor is Baskin-Robbins Franchising LLC, which will be referred to as “BR”, "we" or "us". The term
"you" means the person, corporation, limited liability company, partnership or other legal entity that is granted the
franchise (as well as the direct and indirect owners of any corporation, limited liability company, partnership, or other
legal entity that becomes a franchisee). All general references to Baskin-Robbins restaurants include Baskin-
Robbins Express restaurants (collectively “Restaurants”) except where there is a more specific reference to Baskin-
Robbins Express restaurants.
We are a Delaware limited liability company that was formed on March 15, 2006. Our principal place of business
is 130 Royall Street, Canton, Massachusetts 02021 (781-737-3000). We currently do business under the mark
Baskin-Robbins and in the organizational name “Baskin-Robbins Franchising LLC.” Our agents for service of
process are disclosed on Appendix I.
At the end of our last fiscal year, on December 30, 2017, there were 2,560 franchised Restaurants operating in the
United States and an additional 5,422 Restaurants operating internationally in 52 countries plus 1 U.S. territory,
Puerto Rico. Some of the franchised Baskin-Robbins Restaurants are operated on military bases. Some of the
Restaurants operate in combination with Dunkin’ Donuts restaurants (“DD-BR Combo Restaurants”). As of the
date of this disclosure document, neither BR, nor any of our affiliates, operate any company-owned Restaurants.
We do not conduct any business activity other than franchising Restaurants. The number of Restaurants does not
include restaurants owned or franchised by one area developer. The area developer has 196 restaurants.
If we offer and you agree to develop a Combo Restaurant or purchase an existing Combo Restaurant, you will
receive separate disclosure documents for each of the Dunkin’ Donuts and Baskin-Robbins brands.

Our Parent, Predecessors and Affiliates


Our parent company is DB Franchising Holding Company LLC (“Franchisor Holdco”), a Delaware limited
liability company. Franchisor Holdco is a wholly-owned subsidiary of DB Master Finance LLC (“DB Master
Finance”), a Delaware limited liability company. In turn, DB Master Finance is an indirect wholly-owned
subsidiary of Dunkin’ Brands, Inc. (“Dunkin’ Brands”), a Delaware corporation.
We and our affiliate, Dunkin’ Donuts Franchising LLC (“DD”) are Delaware limited liability companies, formed
on March 15, 2006. Before then, the franchisors for these two brands were Baskin-Robbins USA LLC, originally a
California corporation (formerly known as Baskin-Robbins USA, Co.), which was converted to a California limited
liability company on March 1, 2006; and Dunkin’ Donuts LLC, originally a Delaware corporation (formerly known
as Dunkin’ Donuts Incorporated), which was converted to a Delaware limited liability company on March 1, 2006.
DB Master Finance is a Delaware limited liability company that was formed on March 15, 2006 as part of the
refinancing of debt incurred when Dunkin’ Brands was sold by Pernod Ricard, S.A. to investment funds sponsored
by Bain Capital Partners, LLC, The Carlyle Group, and Thomas H. Lee Partners L.P. (collectively, the “Sponsors”)
on March 1, 2006 (the “2006 Refinancing Transaction”). Until April 2012, the Sponsors held a majority interest
in a publicly-traded holding company, Dunkin’ Brands Group, Inc. (“DBGI”), which owns all of the shares of
Dunkin’ Brands Holdings, Inc., which, in turn, owns all of the shares of Dunkin’ Brands. In August 2012, the
Sponsors sold all of their remaining interest in Dunkin’ Brands Group, Inc.
Each of the affiliated entities shown in the table below was formed in order to hold certain assets of (or perform
certain activities on behalf of) the Dunkin’ Donuts or Baskin-Robbins brand, as applicable. All of our affiliates
also maintain their offices at 130 Royall Street, Canton, Massachusetts 02021 (781-737-3000) and except as noted,
none has ever granted franchises in any line of business.

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Affiliate (all are Delaware limited liability Primary Purpose
companies, except as noted)

DDBR International LLC (formerly Also purchases ice cream from manufacturer and re-sells to
“Baskin-Robbins Franchised Shops LLC”) franchisees and licensees in certain domestic and foreign
(formed March 15, 2006) jurisdictions and is the franchisor for restaurants in China.

Baskin-Robbins International LLC Conducts certain international business relating to the Baskin-
(formed March 1, 2006) Robbins brand.

DD IP Holder LLC Holder of Dunkin’ Donuts’ intellectual property assets.


(formed March 15, 2006)

BR IP Holder LLC Holder of Baskin-Robbins’ intellectual property assets.


(formed March 15, 2006)

DBI Stores LLC Previously owned and operated company owned restaurants.
(formed June 30, 2005) (As of the date of this disclosure document, none of our
affiliates own or operate any restaurants.)

DB Real Estate Assets I LLC Owns or holds prime leases for properties that are leased or
(formed March 15, 2006) subleased to franchisees for the operation of DD or BR
restaurants.

DB Real Estate Assets II LLC Owns or holds prime leases for properties that are leased or
(formed March 15, 2006) subleased to franchisees for the operation of DD or BR
restaurants.

SVC Service II Inc. (formerly “SVC Service II Provides for the collection of stored value card funds and the
LLC” and formed April 24, 2006), a Colorado payment of the stored value card program expenditures.
corporation that was converted from a
Colorado limited liability company on
January 1, 2012.

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

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Our Predecessors’ Prior Experience
The Baskin-Robbins System. Baskin-Robbins USA, Inc., a California corporation (now Baskin-Robbins USA
LLC, a California limited liability company) began manufacturing and distributing ice cream products (itself or
through third party vendors) in 1946. It began offering franchises in May 1948. The former parent company of
Baskin-Robbins USA, Inc., Baskin-Robbins Incorporated, a Delaware corporation (now Baskin-Robbins LLC, a
Delaware limited liability company), granted area franchises for the manufacture of ice cream, frozen yogurt and
other related products. As noted, all franchise and related agreements of these companies were transferred to
Baskin-Robbins Franchised Shops LLC as of the date of the 2006 Refinancing Transaction.
Baskin-Robbins Incorporated was also the parent company of Baskin-Robbins International Company (now
Baskin-Robbins International LLC, a Delaware limited liability company). Beginning in July 1976, Baskin-
Robbins International Company entered into license agreements and joint venture agreements with individuals or
business entities outside the United States for the development and operation of Baskin-Robbins branded
restaurants. Baskin-Robbins International LLC does not operate any company-owned restaurants.

Our Affiliates’ Prior Experience


The Dunkin’ Donuts System. Dunkin' Donuts Incorporated was incorporated on January 15, 1960, as Universal
Food Systems, Inc., and changed its name on October 24, 1967. Dunkin' Donuts' predecessor, Dunkin' Donuts of
America, Inc. (“DDoA”), was a Massachusetts corporation incorporated June 24, 1954, and was merged into
Dunkin' Donuts Incorporated in December 1987. DDoA began operating Restaurants in 1954 and began
franchising in 1955. DDoA continuously granted franchises until it merged with Dunkin' Donuts Incorporated
(now Dunkin’ Donuts LLC, a Delaware limited liability company), which continuously granted franchises until the
date of the 2006 Refinancing Transaction. Dunkin’ Donuts LLC also maintains its offices at 130 Royall Street,
Canton, Massachusetts 02021 (781-737-3000).
Allied Domecq PLC acquired the Baskin-Robbins system in 1973 and the Dunkin’ Donuts system in 1990. Allied
Domecq’s principal business address was The Pavilion, Bridgewater Road, Bedminster Down, Bristol, England.
Allied Domecq’s business also included the production and marketing of various spirits, wines and liquors. On
July 26, 2005, Pernod Ricard S.A. acquired Allied Domecq PLC. Pernod Ricard S.A. was primarily engaged in the
manufacture and sale of wine and spirits, and its headquarters were located in Paris, France (at 12, Place des Etats
Unis, 75783 Paris cedex 16, France).
In December 2005, Pernod Ricard S.A. and certain subsidiaries of Allied Domecq PLC entered into an agreement
to sell Dunkin' Brands (including the Dunkin' Donuts and Baskin-Robbins systems) to the Sponsors. Dunkin’
Brands Group, Inc. became a publicly-traded company in July 2011.
Unless otherwise noted, the principal place of business of each parent, all affiliates and predecessors described
above is 130 Royall Street, Canton, Massachusetts 02021 (781-737-3000) (and, before that, 14 Pacella Park Drive,
Randolph, Massachusetts). Unless otherwise described above, none of these affiliates have engaged in any other
lines of business, nor have they offered franchises in any line of business.

The Baskin-Robbins Franchise


While we do not operate businesses of the type being franchised, certain of our affiliates have operated Restaurants in
some markets in the past. We are not engaged in other business activities.
If you sign a franchise agreement, you will operate a Restaurant. Under our franchise agreement, we grant our
franchisees the right (and they accept the obligation) to operate a Restaurant selling ice cream, ice cream cakes and
related frozen products, beverages and other products and services that we approve. We may periodically make
changes to the systems, menu, standards, and facility, signage, equipment and fixture requirements. You may have
to make additional investments in the franchised business periodically during the term of the franchise if those
kinds of changes are made or if your Restaurant’s equipment or facilities wear out or become obsolete, or for other
reasons (for example, as may be needed to comply with a change in the system standards or code changes). 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 franchise agreement is

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limited to a single, specific location and we have the right to operate or franchise or license others who may
compete with you for the same guests.
Under our franchise agreement for Baskin-Robbins Express Restaurants, we grant our franchisees the right (and
they accept the obligation) to operate a Baskin-Robbins Express Restaurant selling soft serve ice cream with mix-in
products, and related frozen beverages as well as other products and services that we approve time to time in
writing, including frozen cakes and novelty items. Baskin-Robbins Express Restaurants do not sell hard scoop ice-
cream. We may periodically make changes to the systems, menu, standards, and facility, signage, equipment and
fixture requirements.
The distinguishing characteristics of the Baskin-Robbins System include for example distinctive exterior and interior
design, decor, color and identification schemes and furnishings; special menu items; standards, specifications and
procedures for operations, manufacturing, distribution and delivery; quality of products and services offered;
management programs; training and assistance; and marketing, advertising and promotional programs, all of which we
may change, supplement, and further develop.
Periodically, franchisees sell existing Restaurants at varying prices and terms. Also, we may periodically sell
existing franchised Restaurants we have bought or taken back from franchisees or our affiliates. 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 franchise agreement, such as
obtaining our approval of the terms of sale and of your qualifications to be a franchisee, correcting any defects in
the condition of the Restaurant, paying a transfer fee, signing a new franchise agreement, and other conditions in
the franchise agreement. You may also have to comply with transfer provisions of the seller's lease.
We may pursue opportunities to convert similar businesses operating under different trade-names to one of our
systems. We may provide conversion incentives to those businesses. The terms of conversion incentives vary
depending on factors such as the number of outlets to convert, perceived competitive advantage of the outlets, their
location, physical condition and age, length of remaining occupancy and franchise rights, rent, the outlets'
production or satellite capability, access, visibility, demographic profile, hours of operation, operating history, the
prices and terms on which comparable outlets have been sold in the market, our then current conversion policy, the
negotiations of the parties, among others. Information on past conversion incentives is available from us upon
request.

The Securitization Transaction


On January 26, 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: (a) secured fixed-rate notes in the principal amount of $2.5 billion;
and (b) additional variable-interest notes with a maximum principal amount of $100 million. 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’ Donuts” and “Baskin-Robbins” franchise agreements) were
pledged as security for repayment of the notes. In October 2017, DB Master Finance issued new fixed and variable
notes in the principal amount of $1.4 billion and $150 million respectively, under the existing securitization
structure (the “2017 Refinancing”). A portion of the proceeds from the 2017 Refinancing was used to pay off
existing debt from the Securitization Transaction, with the remainder used (i) to pay transaction fees and (ii)for
general corporate purposes.

General Market and Competition


You can expect to compete in your market with locally-owned businesses as well as national and regional chains
that sell similar products. The market for ice cream and related frozen products, beverages and other products and
services, as well as related products, is well-established and highly competitive. Restaurants compete on the basis

11
of factors such as price, service, location, convenience and food quality. Additionally, you may find that there is
competition for suitable locations. Principal factors that will vary but that will impact our brand’s competitive
position are name recognition (which is stronger in some regions than in others), product quality, variety,
appearance, location, and advertising. A business such as Restaurants may also be affected by other factors, such
as changes in consumer taste, economic conditions, population, and travel patterns.

You may also compete with other existing Baskin-Robbins Restaurants and with new Baskin-Robbins Restaurants
that we may operate, franchise, or license in the future. Your competition may also include other outlets selling ice
cream and related frozen products and beverages, grocery stores, convenience stores, and specialty ice cream shops.
Competition may also include Baskin-Robbins or Baskin-Robbins Express products sold through other channels of
distribution (such as supermarket sales, the internet, and other venues) and in other retail venues. We may grant
selected franchisees unique rights or franchises to operate or distribute authorized products through special
distribution outlets. As an example, these might include franchises at airports, service plazas, universities, grocery
and other outlets described in paragraph 6 of the Store Development Agreement. These special arrangements may
involve special agreements or modifications to our standard franchise and other agreements. These special
arrangements will most likely not be available to you.

Industry-Specific Regulations
You must comply with all local, state, and federal laws that apply to your Restaurant operations including among
others health (such as nutrition, menu labeling and health care), labor (minimum wage, paid leave, scheduling, etc.),
sanitation, no smoking, environmental (packaging, bottled water, etc.), EEOC, OSHA, discrimination, employment,
data security and privacy, tax, and sexual harassment laws. The Americans with Disabilities Act of 1990 requires
readily accessible accommodations for disabled people and may affect your building construction, site design,
entrance ramps, doors, seating, bathrooms, drinking facilities, etc. You must also obtain real estate permits,
licenses and operational licenses. Federal, state and local laws and regulations also regulate businesses handling
food and food products, and in particular refrigerated and frozen food items, and these laws and regulations will
apply to your business. You should carefully review these laws with your own attorney 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 franchise
agreement, 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
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 January 1, 2017 through December 30, 2017. Our nation’s
current economic conditions continue to 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 in your financial planning as they may have been in less volatile times. If you choose to use

12
the historical financial information appearing in this franchise disclosure document, you must carefully consider the
potential impact of the current economic volatility.

13
Item 2: Business Experience
Dunkin’ Brands employs or retains the services of all the persons who will provide services to you on behalf of
BR.
The following individuals are the Managers and Officers of BR:

Chief Executive Officer and Manager: Nigel Travis


Mr. Travis joined us in January 2009. Mr. Travis previously served as Chief Executive Officer (January 2005 to
December 2008) of Papa John’s International, Inc., Louisville, Kentucky; and President and Chief Operating
Officer and other positions for Blockbuster, Inc., Dallas, Texas, (October 1994 to December 2004).

Chief Legal and Human Resources Officer, Secretary and Manager: Richard J. Emmett
Mr. Emmett joined us in November 2009 as Senior Vice President and General Counsel. He was appointed Chief
Legal and Human Resources Officer in January 2014. Mr. Emmett previously served as Executive Vice President,
Chief Legal Officer and Secretary for QCE, LLC (Quiznos), Denver, Colorado (May 2007 to May 2009); and
Senior Vice President and General Counsel of Papa John’s International, Inc., Louisville, Kentucky (March 2002
to May 2007). Mr. Emmett joined Papa John’s International, Inc. in December 1992. He also served as Papa
John’s Secretary (March 2005 to May 2006).

Chief Financial Officer and Manager: Katherine Jaspon


Ms. Jaspon joined us in December 2005 as Assistant Controller. She was appointed Chief Financial Officer in
April 2017. Ms. Jaspon previously served as Vice President, Controller in February 2010, and assumed the
responsibilities of Corporate Treasurer in December 2011, and was appointed as Vice President, Finance in
September 2014. She previously served as an audit Senior Manager at KPMG LLP and is a licensed CPA in the
State of Massachusetts.

Senior Vice President- Baskin-Robbins US and Canada: Jason Maceda


Mr. Maceda joined us in June 2006 as Directory of Treasury Services and Corporate Real Estate. He was promoted
to Senior Director Finance DD Global (June 2008 to September 2011) and then appointed Vice President US
Financial Planning and Field Treasury (September 2011 to June 2017). He was appointed to his current position in
June 2017.

Chief Communications Officer: Karen Raskopf


Ms. Raskopf joined us in August 2009. Previously Ms. Raskopf served as Senior Vice President Corporate
Communications for Blockbuster, Dallas, Texas (September 1997 to August 2009).

Chief Information and Strategy Officer: John L. Clare III


Mr. Clare joined us in July 2012 as Chief Information Officer. He was appointed to his current position in March
2015. Mr. Clare previously served as Chief Information Officer, Yum! Restaurants International, Plano, Texas
(August 2008 to July 2012); and Vice President, Technical Services, North American IT, St. Helena, California
(January 2001 to July 2008).

Manager: Michelle A. Dreyer


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

Manager: Julia A. McCullough


Ms. McCullough was appointed Manager in January 2016. She is also currently employed by Corporation Service
Company, Wilmington, Delaware (March 2004 to present).

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Senior Vice President, Operations Strategy and Supply Chain: Christopher Fuqua
Mr. Fuqua joined us in September 2009 and was appointed to his current position in January 2017. Mr. Fuqua
previously served as Senior Vice President of Marketing and Innovation from April 2016 to January 2017, Vice
President of Marketing (May 2015 to April 2016), Vice President of Brand Marketing (February 2012 to May
2015) and Senior Director – Strategy (July 2011 to February 2012).

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 from February 2017 to
December 2017. He also served as Vice President, Franchising and Development (September 2012 to February
2017). During his tenure with us, Mr. Benson has held a variety of positions in Operations, Restaurant
Development, Franchising and Business Development.

Vice President, Baskin-Robbins Marketing: Carol Austin


Ms. Austin joined us in November 2013. Previously Ms. Austin served as leader of Customer Engagement, CVS
ExtraCare, CVS Caremark Corporation, Woonsocket, Rhode Island (June 2011 to July 2012) and Vice President,
Brand and Marketing, Stop & Shop/Giant Supermarket Company, Quincy, Massachusetts (July 2006 to August
2010); and Senior Vice President, Marketing, Digitas LLC, Boston, Massachusetts (February 1989 to July 2005).

Vice President, Supply Chain U.S. and Canada: David Gill


Mr. Gill joined us in March 2000. He previously served as Director, Dunkin’ Donuts Supply Chain and was
appointed to his current position in December 2015.

Vice President, Baskin-Robbins Operations, U.S. and Canada: Carl R. Woods


Mr. Woods joined us in January 2013 as Senior Director, Operations Services. He was appointed Vice President,
Baskin-Robbins Operations, U.S. and Canada in March 2014. He also served as Senior Director, Baskin-Robbins
Operations, U.S. (August 2013 to March 2014). Previously he served as Alabama Division Manager for Mapco
Express, Brentwood, Tennessee (March 2011 to December 2013), Operations Director for Dunkin’ Brands, Inc.,
Canton, Massachusetts (April 2010 to March 2011), and for Papa John’s International, Inc., Louisville, Kentucky
(April 1998 to November 2009) most recently as Vice President, Operations Support & Training.

Senior Director, Franchising: Patrick Cunningham


Mr. Cunningham joined us in October 2002. He previously served as Senior Director, Business Development and
was appointed to his current position in March 2015.

The names of additional personnel who may have supervisory or management responsibility for your Restaurant
are available from us upon request.

We may provide referral incentives to franchise brokers and others for qualified referrals of prospective
franchisees.

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Item 3: Litigation

Baskin-Robbins:
Except for the actions described below, there is no Baskin-Robbins material litigation that must be disclosed in this
Disclosure Document.

Hoyt Christopher v. Baskin-Robbins, USA, LLC (Case No. 37-2007-00069556-CU-BT-CTL) Superior Court of
the State of California for the County of San Diego, filed on June 29, 2007. Plaintiff brought an action
individually and on behalf of a class of similarly situated people for injuries suffered as a result of Defendant’s
alleged wrongful conduct in violating a 1986 permanent injunction against representing that specific volumetric
quantities of hand-packed ice cream (like pint, quart, or half gallon) had those volumes in the container sold when,
in fact, they did not, resulting in allegations of deceptive, untrue, and misleading sales practices in willful and
deliberate violation of state law and the prior injunction. This civil action has been filed seeking compensation for
the Plaintiff and the class for their damages plus legal fees and costs. Causes of action: Fraud and Deceit;
Negligent Common Representations; Unfair or Deceptive Acts or Practices in violation of California Civil Code
Section 1750 et seq.; Unfair or Unlawful and Deceptive Business Acts and or Practices in violation of California
Business and Professions Code sections 17200 and 17500; and Unjust Enrichment. On December 27, 2008, the
parties entered into a settlement agreement. The settlement provided for $55,000 to Plaintiff and Plaintiff’s
counsel, plus the costs of publication of the settlement and the cost of a marketing program consisting of 25% off
on price of pre-packed quarts for 30 days to customers in California.

Brice Controladora S. De R.L. De C.V. v. DB Mexican Franchising, LLC, (Case No.: 01-16-0005-5511)
American Arbitration Association, Miami, Florida, filed on December 21, 2016. The Claimant in this international
arbitration proceeding, a current Baskin-Robbins franchisee in Mexico claims that Baskin-Robbins made a series
of misrepresentations prior to the parties’ execution of the Operating Agreement about the franchise system and
the costs to construct and develop Baskin-Robbins stores. In addition, the Claimant alleges that Baskin-Robbins
failed provide it with standard plans and specifications for construction of a Baskin-Robbins store, including
exterior and interior design and layout plans, sold it ice cream to at higher prices than paid by U.S. franchisees and
which had “unreasonable shrinkage.” The Claimant also contends that Baskin-Robbins failed to provide it with an
effective marketing campaign. Based on these allegations, the Claimant has raised claims for breach of contract,
fraud, intentional misrepresentation, and breach of the covenant of good faith and fair dealing. Although there is
no specific damages amount set out in the arbitration demand, the Claimant indicted in its arbitration documents
that it is seeking to recover between $1 million to $10 million. Baskin-Robbins denies the allegations in the
arbitration demand and is vigorously defending the arbitration.

Dunkin’ Donuts:
Except for the actions described below, there is no Dunkin’ Donuts material 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 & 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

16
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 franchisees 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
September 28, 2011. This dispute involves contracts to supply bakery products to a Dunkin’ Donuts 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’ Donuts 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. Trial in this matter is currently scheduled for May 2018.

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.

17
Chufen Chen, et al. v. Dunkin’ Brands, Inc., (Case No. 1:17-cv-03808) U.S. District Court for the Eastern
District of New York, 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. Dunkin’
denies the allegations in the Complaint and will continue to vigorously defend the lawsuit.

Hrach Babaian v. Dunkin’ Brands Group, Inc., (Case No. 2:17-cv-04890) U.S. District Court for the Central
District of California), filed on July 3, 2017. The Plaintiff in this putative class action lawsuit alleges that Dunkin’
has engaged in deceptive advertising practices with respect to its blueberry and maple donut products by allegedly
trying to convince consumers that the products contain real blueberries or maple-based ingredients. The Complaint
states that the Company engaged in fraud by allegedly (1) using the word “blueberry” and “maple” in the names for
these products; (2) by not informing in-store customers through product labels, menu boards, or other displays that
the products did not actually contain blueberries, maple syrup, or maple sugar; (3) not disclosing the ingredients of
these products in the store; (4) and using artificial flavors to mimic real blueberry and maple flavors. The
Complaint also contends that the Dunkin’ blueberry and maple products are of “poor or inferior quality” compared
to other similar products on the market. Therefore, Dunkin’s use of the words “blueberry” and “maple” as product
descriptions at franchises and in marketing is allegedly misleading to the public. The legal claims brought against
the Dunkin’ in this case are: (1) breach of express warranty; (2) breach of implied warranty; (3) breach of contract;
(4) common law fraud; (5) intentional misrepresentation; (6) negligent misrepresentation; (7) violation of the
California Consumer Legal Remedies Act; (8) violation of the California Unfair Competition Law; (9) violation of
California’s False Advertising Law; and (10) unjust enrichment. Dunkin’ denies the allegations of deceptive
advertising and fraud and will continue to vigorously defend the lawsuit.

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. Dunkin’ denies the allegations set forth in the Complaint and will continue to vigorously defend the
lawsuit.

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Nance Pretto Simmons v. Dunkin’ Donuts Franchised Restaurants LLC, et al., (Case No. 8:17-cv-02846) U.S.
District Ct. for the District of Maryland, field on September 25, 2017. This discrimination lawsuit is being brought
by a current franchisee who owns a single Dunkin’/Baskin-Robbins combo location in Maryland. From 2009 to
2015, the Plaintiff, who is an African-American woman, was a party to two Store Development Agreements, both
of which were terminated by agreement before the end of their term. In her original Complaint, filed in September
2017, the Plaintiff claimed that Dunkin’ discriminated against her on the basis of her race and gender with respect
to development issues. In particular, she alleged that Dunkin’ turned down a number of sites that she had she
proposed “for various unfounded/bogus and discriminatory reasons.” Plaintiff also contended that Dunkin’ had not
offered her additional sites because of her race and gender. She further alleged that these actions were a part of a
systematic practice by the Dunkin’ to prevent African-American women franchisees from expanding. On January
29, 2018, Plaintiff filed an Amended Complaint in which she dropped all allegations of gender discrimination
against Dunkin’, but maintained her claims of racial discrimination. The Amended Complaint raises claims for
civil rights violations under 42 U.S.C. § 1981 for discrimination with respect to the formation of contracts and 42
U.S.C. § 1982 for discrimination with respect to the purchase, lease, or sale of property. In addition, she has raised
a claim for tortious interference with economic advantage. Dunkin’ denies all allegations of racial discrimination
and will continue to vigorously defend the lawsuit.

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. Dunkin’ denies the allegations set forth in the Complaint and will continue to vigorously
defend the lawsuit.
* * * * * * * * * * * * * *

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.

* * * * * * * * * * * * * *
Dunkin' Donuts is and has, from time to time, been engaged in several matters of routine litigation arising in the
ordinary course of its business.
* * * * * * * * * * * * * *
Litigation Against Franchisees Commenced by Baskin-Robbins (and Dunkin’ Donuts for Multi-Brand
stores) in the Past Fiscal Year

Collections:

1. Baskin-Robbins Franchising LLC, et al. v. Sweet Blessings Corp., et al.


(Case No. 2:18-cv-00620) U.S. District Court for the Central District of California, filed on January
24, 2018

19
2. Baskin-Robbins Franchising LLC, et al. v. A5 Investments, Inc., et al.
(Case No. 3:17-cv-02444) U.S. District Court for the Southern District of California, filed on
December 5, 2017

3. Baskin-Robbins Franchising LLC, et al. v. ARK Company LLC


(Case No. 3:17-cv-00555) U.S. District Court for the Western District of Kentucky, filed on September
12, 2017

Loss Prevention:
None
Breach of Contract:
1. Dunkin’ Donuts Franchising LLC, et al. v. Nance Pretto Simmons, et al.
(Case No. 1:17-cv-11152) U.S. District Court for the District of Massachusetts, filed on June 21,
2017
Litigation of our Canadian affiliates:

The Canadian Franchisor, the Canadian Franchisor’s associates and the directors, or officers of the Canadian
Franchisor have each not 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.

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’ Donuts 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, the defendants deny the charges of wrongdoing in these cases and continue to
vigorously defend them. In our opinion, the outcome of these matters is not likely to have any material effect on
our financial position, although in due course we can expect the plaintiffs making attempts to add the Franchisor as
a party defendant. As to past claims, all have been settled on terms that have varied from case to case and have not
individually or in the aggregate had a material effect on us.

1. Bertico Inc. et al vs. Dunkin’ Donuts (Canada) Ltd. and Allied Domecq Retailing International,
(Canada) Limited
Case No. 500-17-015511-036 (Quebec)
See Dunkin’ Donuts litigation above for information on this case.
2. Dunkin’ Donuts (Canada), Ltd. v. Camasa Ltd. & Camille McLaughlin
Case No. B/C/149/01 (New Brunswick)
On March 8, 2001, the franchisor sued the franchisee to cancel the franchise agreements, enforce
termination and claim royalties and other amounts owing. The franchisee contested the termination of the
franchise agreement and counter-claimed for damages alleging, inter alia, the non-fulfillment of the
franchisor’s obligations and various misrepresentations. In October 2012, the franchisee reactivated the file
and is pursuing its counter-claim. The matter is pending trial. In September 2014, the Plaintiff 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,

20
2017. The Plaintiff 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 Plaintiff’s
claims.
3. Dunkin’ Brands Canada v. Shazad Khan, Roger Desormeaux & Al
Case No. 500-17-049332-094 (Quebec)
On March 26, 2009, the franchisor sued the franchisee to cancel the franchise agreement, enforce
termination and claim sums owing including royalties, ad-fund contributions, rent arrears and other amounts
owing. The franchisee contested the termination of the franchise agreement and counter-claimed for
damages alleging, inter alia, that the franchisor had failed to execute its obligations under the franchise
agreement.
4. Dunkin’ Brands Canada v. Les Services Alimentaires Kojo Inc., et al.

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


On November 8, 2012, a group of 5 franchisees in Quebec representing 9 stores collectively sued the
franchisor claiming damages in the amount of $7,199,000 alleging, inter alia, that the franchisor failed to
execute its obligations under the franchise agreements and abandoned them during the period of 2008 until
today. The case was settled on January 9, 2018.

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

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Item 5: Initial Fees

Initial Franchise Fees: (20 year term)


You must pay an initial franchise fee (“IFF”) of $25,000 for each Baskin-Robbins Restaurant that you open.
For special distribution opportunities (also commonly referred to as alternative points of distribution or non-
traditional outlets, all collectively “APODs”), please see the “Variations to Initial Franchise Fees” section below.

Variations to Initial Franchise Fees:


• In our fiscal year ended December 2017, the IFFs paid by our franchisees ranged from $0 to $25,000 based on
factors such as development area type and other factors listed below.
• Military Veterans Development Incentive: We intend to offer qualified military veterans a 20% IFF discount
on up to a total of five Baskin-Robbins and/or Dunkin’ Donuts restaurants developed under either past or
present incentive offers. For a limited time we may elect to waive the entire IFF for the first Restaurant instead
of offering the 20% IFF discount for such Restaurant. 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 IFFs in special circumstances, such as to franchisees that commit to
and have the ability to develop a large number of Restaurants. Additionally, we may have special incentive
offers for new and existing franchisees in certain markets, such as new and developing markets, and for the
addition of a Baskin-Robbins into an existing Dunkin’ Donuts, and for new Combo Dunkin’ Donuts/Baskin-
Robbins restaurants, which include reduced, waived or deferred IFFs. You will be notified by us in advance, in
writing, if any reduced fees are available to you. Failure to meet an SDA development schedule, including the
“Control Date” or “Required Opening Date” will void any discount and deferral, and the full standard IFF will
be due and payable at that time. These reduced fees only apply to those who are in compliance with all of our
agreements and requirements.
• Relocation Incentive Offer(s): BR may offer program(s) for certain qualified existing franchisees that relocate
their existing restaurant, which includes reduced or waived IFF. If you are offered the incentive and meet all of
the terms and conditions of the offer by an agreed-upon date, you will sign a new franchise agreement on our
then-current form.
• New Combo Openings. If we approve your addition of a Dunkin’ Donuts restaurant to your Restaurant, you
will pay to our affiliate, Dunkin’ Donuts, their then-current IFF for the Dunkin’ Donuts franchise as disclosed
to you in the Dunkin’ Donuts Franchise Disclosure Document. You will need to execute a Combo Franchise
Agreement.
• APOD Restaurants. The IFF for all Baskin-Robbins APOD Restaurants (with the exception of
gas/convenience Restaurants, which pay the standard IFF referenced above in full) is 50% of the standard IFF
referenced above and then pro-rated for the term. (Example: 10 years of Baskin-Robbins APOD term is
$6,250) This term for Baskin-Robbins APOD Restaurants is sold in one year increments to meet the distinctive
requirements of each location and the term is not transferable to other traditional locations.
• We offer a conditional renewal in the Franchise Agreement for an additional term of twenty (20) years (the
“Renewal Term”) if all of the conditions are satisfied timely, including payment of our then-current renewal
fee.
• Unless you are qualified to receive an offer, you should not anticipate that you will receive one. If you do
receive an offer, you will not be entitled to receive the benefits of more than one incentive or deferral program.
We reserve the right to cancel or modify any or all of the programs described above at any time. If you do not
satisfy all of the conditions set forth in any offer or addendum, then our standard IFF or renewal fees will apply.

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Renewal Fees:

Renewal Fees are based on the average annual rate for IFF as described above.

Restaurants Developed Under an SDA


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

Restaurants Not Developed Under an SDA


In the case of a franchise granted for a new Restaurant that is not part of an SDA, you must pay the entire IFF when
you sign the franchise agreement. You must pay your IFF with unencumbered cash and it cannot be borrowed.
If we approve a franchise for a new single brand BR Restaurant with a BR Development Incentive, you may be
offered a payment schedule of 10 payments: one tenth (1/10th) of the IFF due and payable on the execution of the
Franchise Agreement, the second installment payment is due and payable on the first anniversary of the
Restaurant’s Required Opening Date and a one tenth (1/10th) payment of the IFF will be due and payable annually
each year on the anniversary of the Restaurant’s Required Opening Date. Failure to meet a Required Opening Date
will void any payment plan, and the full standard IFF will be due and payable at that time.
If we approve any assignment, sale and/or transfer of any interest in the Franchise Agreement with a BR
Development Incentive Addendum, the remaining balance of the IFF is due and payable in full upon such
assignment, sale and/or transfer.
APODs and Combo Restaurants are not eligible to receive the aforementioned payment schedule.

Refunds
IFFs are paid in consideration of the costs incurred by us in connection with the execution of the SDA and with our
lost or deferred opportunity to enter into an SDA with other prospects. IFFs paid under an SDA are not refundable.
For individual franchises not granted as part of an SDA, your payment is not refundable. If you or the location is
not approved by us, we may elect to refund your payment in our sole discretion.

Other Initial Payments To Us


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

24
Real Estate Lease Related Charges. A security deposit or other charges payable under your real estate lease or
sublease may be required before the business opens. If you sublease from us, the security deposit is refundable at
the end of the sublease term if, after we receive a final accounting from the landlord under the Prime Lease, you
have no outstanding financial obligations to us under either your franchise or lease agreements.
Training Related Fees Paid to Us. You will be required to pay an initial non-refundable online access fee of $300
per location and thereafter an annual subscription fee, which is currently $300 per location for Baskin-Robbins
single brand restaurants. The above fees are quoted as of the date this Disclosure Document is prepared. These
fees may change. In addition to the above, if you are a new franchisee and you are entering the system through an
acquisition of an existing location, you will need to pay a Training Fee, which is currently $1,600 for all Baskin-
Robbins Restaurants. Any additional person(s) attending the Franchisee Training program will be required to pay
$1,500 per person for all Baskin-Robbins Restaurants. All training fees are due at the time of the registration
request. These fees are not refundable.
If you are a new Baskin-Robbins or an APOD franchisee entering the system through an acquisition of an existing
location, you will pay $1,000 to attend training. Any additional person(s) attending the Baskin-Robbins Express
Franchisee Training program will be required to pay $1,000 per person. All training fees are due at the time of the
registration request. These fees are not refundable.
Marketing Start-Up Fee. In connection with the opening, remodeling, transferring or relocating of your Restaurant,
you must pay a non-refundable Marketing Start-Up Fee for a start-up promotional program that we prescribe in
accordance with our brand standards, which we will provide to you. The minimum required Marketing Start-Up
Fee is currently $5,000 per new restaurant opening, $1,500 for re-opening after remodel, $3,500 per relocation that
we approve and $3,000 per transfer that we approve. If you add a Baskin-Robbins to a standalone Dunkin’ Donuts
restaurant to become a Combo restaurant, and you are not required to remodel the Dunkin’ Donuts at the same time,
the minimum required Marketing Start-Up Fee is $5,000. If you add a Baskin-Robbins to a Dunkin’ Donuts
standalone restaurant to become a Combo restaurant as part of a remodel, the minimum required Marketing Start-
Up Fee if $10,000 ($5,000 for the Baskin-Robbins and $5,000 for the Dunkin’ Donuts). For Baskin-Robbins
Express Restaurants, the Marketing Start-Up Fee is reduced to $1,000 for each event described above. The brand
standards will advise you of the manner and timing of payment for each activity. In some regions where we agree
in writing, you may administer these promotional programs yourself and pay the fees to the vendors rather than to
us.
In connection with the opening, remodeling or relocation of Combo Restaurants, you must undertake promotional
activities in the manner and to the extent that we prescribe in accordance with our brand standards, which we will
provide to you. The brand standards will advise you of the manner and timing of payment for each activity. The
minimum required Marketing Start-Up fee is currently $10,000 per opening or remodel event and $5,000 per
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.
The Marketing Start-Up Fee for APOD Restaurants (with the exception of Gas/Convenience Restaurants, which
pay the standard Marketing Start-Up Fee referenced above in full) is 50% of the Marketing Start-Up Fee for
traditional Restaurants as stated above and may be waived in our discretion.

Referral Incentives/Fees
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 the entire 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).

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Item 6: Other Fees

TYPE OF FEE AMOUNT DUE DATE REMARKS

Continuing 5.9% of gross sales Due on or before Gross sales include all revenue
Franchise Fee Thursday of each related to the Restaurant (Note 1b)
(“CFF”) (Notes 1a, b, c, 2a, b & 4) week, for the seven-
day sales reporting
period ending at the
close of business on
Saturday, twelve
days previous (Note
3)

Continuing 5.0% of total gross sales Due on or before Additional fees may be due if
Advertising Fee Thursday of each agreed to by 2/3rds of the
(“CAF”) (Notes 1a,b,c & 5a, b, c) week, for the seven- Restaurants (regional or national)
day sales reporting
period ending at the
close of business on
Saturday, twelve
days previous (Note
3)

Franchise Transfer $7,500 (or $20,000 if the Upon transfer Due if you transfer 50% or more
Fee (for a majority restaurant is a DD/BR interest in the franchise.
interest) Combo plus the amount
listed in the table in Note
7)

Franchise Transfer Then-current Fixed Upon transfer Due if you transfer less than a 50%
Fee (for less than a Documentation Fee, interest in the franchise.
majority interest) which is currently $2,000
per restaurant plus an
additional $2,000 for each
new transferee
(Note 8)

Franchise Transfer Then-current Fixed Upon transfer Due if you transfer all of your
Fee (transfer to Documentation Fee, interest to your spouse and/or one
spouse or children) which is currently $2,000 or more children.
per restaurant plus an
additional $2,000 for each
new transferee (Note 8)

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TYPE OF FEE AMOUNT DUE DATE REMARKS

Audit Costs Our cost to examine your When and as billed We reserve the right to collect our
financial, employment or to you costs to audit your Restaurant if a
business records including 3% or greater discrepancy is
legal fees and discovered, if information has been
investigative costs provided to show a possible
violation of the agreement , or if
the audit is done because you did
not send us or keep required
records.

Immigration Status Our out-of-pocket costs to When and as billed Payable if we need outside advice
Review Costs hire attorneys or others to you on your legal or immigration status.

Interest, Late Fees, Then current late fee or When and as billed We can change these fees without
and Collection Costs dishonored check fee, and to you notice. They apply if you fail to
if applicable, interest on pay us, or if your check is
unpaid amount at 1.5% dishonored or your EFT is rejected
per month or highest rate by your bank.
allowed by law

Indemnification Varies Upon demand You must reimburse us if we are


sued and/or held liable for claims
arising out of your Restaurant’s
operations.

SDA Transfer Fee $10,000 Upon transfer Due if you transfer 50% or more of
(Note 9) your direct or indirect interest in
the SDA; partial transfers of
development obligations and
associated rights are not permitted.

SDA Transfer Fee Then-current Fixed Upon transfer Due if you transfer less than a 50%
(for less than a Documentation Fee, interest in the SDA or SDA entity.
majority interest) which is currently $2,000
plus an additional $2,000
for each new transferee

(Note 9)

SDA Transfer Fee Then-current Fixed Upon transfer Due if you transfer all of your
(transfer to spouse or Documentation Fee, interest to your spouse and/or one
children) which is currently $2,000 or more children.
plus an additional $2,000
for each new transferee

(Note 9)

Lease Fees (Note 6) Payable as described If you lease the Restaurant from us.
in the lease

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TYPE OF FEE AMOUNT DUE DATE REMARKS

Fixed Then-current Fixed Due when you Due if preparation of additional


Documentation Fee Documentation Fee, request additional documents is at your request or
- Generally which is currently $2,000 documents, or when becomes necessary.
requested by us

Fixed Then-current Fixed Due when additional Due if preparation of additional


Documentation Fee Documentation Fee, documents required documents is at your request or
- Transfers which is currently $2,000 in connection with becomes necessary.
per restaurant plus an transfers, or when
additional $2,000 for each requested by us
new transferee
(Notes 8 & 9)

Costs for tests used Our out of pocket and When and as billed You pay the cost for any additional
to approve internal costs allocated to to you tests/approvals that you have
additional this activity, typically requested. See Item 8.
supplier(s) $1,000 to $10,000
depending on the
complexity of the testing

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 new system 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 for each request.
1.A. For Restaurants you will develop under an SDA, you will sign the then-current form of franchise agreement.
Your fees will be as set forth in your SDA.
1.B. "Gross Sales” means all revenue related to the sale of approved products and provision of services (including,
but not limited to, direct delivery, catering and/or delivery services through third parties) through the operation
of the Restaurant, but does not include money received for the sale of stored value cards and deposited into a
central account maintained for the benefit of the System; taxes collected from guests on behalf of a
governmental body; or the sale of approved products to another entity franchised or licensed by us for
subsequent resale.
1.C. We may, in our sole discretion, grant franchises with lower continuing franchise fees in limited circumstances.
We take into account many factors, such as the proposed franchisee's prior experience, financial strength, real
estate holdings, ability to obtain suitable sites in a highly competitive or specialized real estate market, and the
number of Restaurants required to be developed. We may also, in our sole discretion, grant franchises with
lower continuing advertising fees. Additionally, we may have incentive offers in certain markets such as new
or developing markets, which include reduced continuing franchise or advertising fees. These incentives may
be offered to existing and/or new franchisees. Failure to meet an SDA development schedule or Required
Opening Date voids any fee reduction. These reduced fees only apply to franchisees who are in compliance
with all of our agreements and requirements. We reserve the right to cancel or modify any incentive program
we may offer. You are not entitled to receive the benefits of any of the above incentive programs unless
agreed by us in writing. You cannot receive the benefits of more than one incentive program.

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2.A. Restaurants: The continuing franchise fee for new Restaurants is 5.9% of Gross Sales except for Restaurants
in:
i) Hawaii where the continuing franchise fee is 0.5% of Gross Sales.
ii) Alaska where the continuing franchise fee is 1% of Gross Sales.
iii) Pacific Northwest where the continuing franchise fee is 1% of Gross Sales.
The fees in Alaska and Hawaii may increase to 5.9% for new franchisees.
iv) Development Incentive: If you are offered and you sign an SDA or other development commitment and
BR Development Incentive Addendum for a single-brand Baskin-Robbins Restaurant(s), the continuing
franchise fee will be waived beginning on the day you open the Restaurant to serve the general public through
one year from the Required Opening Date, then increase to 1.9% of Gross Sales for the second year, then
increase to 2.9% of Gross Sales for the third year, then increase to 3.9% of Gross Sales for the fourth year,
then increase to 4.9% of Gross Sales for the fifth year, and then increase to the standard 5.9% of Gross Sales
for the remainder of the term of the Franchise Agreement. If you do not satisfy all of the conditions set forth
in the SDA or Franchise Agreement and BR Development Incentive Addendum, then our standard rate of
5.9% of Gross Sales may apply. This incentive does not apply to Combo Restaurants or APODs.
v) Store Transfer Sales Increase Incentive: For certain new or developing markets that we identify and
agree in a Store Transfer Sales Increase Addendum, you could receive a credit between 0.5% and 2.0% of
Gross Sales for the Restaurant for the first full 52-week sales reporting period beginning the Sunday following
the Transfer Date payable on or about the 14th month from the transfer date. If you do not satisfy all of the
conditions set forth in the incentive addendum, you will not receive the credit.
vi) Military Veterans Development Incentive: Applicable to qualified military veterans. If you are offered
and you sign an SDA and a BR Military Veterans Addendum, the continuing franchise fee will be waived
beginning on the day you open the Restaurant to serve the general public through two years from the Required
Opening Date, then increase to 1.9% of Gross Sales for the third year, then increase to 2.9% of Gross Sales
for the fourth and fifth years, and then increase to the standard 5.9% of Gross Sales for the remainder of the
term of the Franchise Agreement. If you do not satisfy all of the conditions set forth in the SDA and BR
Military Veterans Addendum, then our standard rate of 5.9% of Gross Sales will apply. These reduced
incentive rates are only available for up to a total of five Baskin-Robbins and/or Dunkin’ Donuts
restaurants developed under either past or present incentive offers.
vii) Relocation Offer: Relocation of an existing single-brand Baskin-Robbins restaurant: For a limited time
if you relocate your existing restaurant and are offered and sign the Baskin-Robbins Relocation Offer, the
continuing franchise fee will be reduced to 2.9% of Gross Sales beginning on the day you open the Restaurant
to serve the general public through one year from the actual opening date, then increase to 3.9% of Gross
Sales for the second year, then increase to 4.9% of Gross Sales for the third year and then increase to the
standard 5.9% of Gross Sales for the remainder of the term of the Franchise Agreement. If you do not satisfy
all of the conditions set forth in the BR Relocation Offer, then our standard rate of 5.9% of Gross Sales will
apply.
Note: The sales reporting period is a seven (7) day period beginning Sunday at the open of business and
ending at the close of business on Saturday. For purposes of the incentives, a year means 52 sales reporting
periods.
2.B. Combo Restaurants: The continuing franchise fee for new Combo Restaurants is 5.9% of Gross Sales, except
for (i) Restaurants in Hawaii where the continuing franchise fee is 5.0% of Gross Sales; or (ii) certain new or
developing markets that we identify and agree in a Development Incentive Addendum for your Dunkin’
Donuts Restaurant, in which case, any reduced continuing franchise fees agreed for the Dunkin’ Donuts
Restaurant will also apply to the continuing franchise fees for the Baskin-Robbins Restaurant.
3. We will require you to pay us by electronic funds transfer (EFT). You must provide us all the bank and other
forms we need to set up or change EFT authorization. We will also require you to report your Gross Sales
electronically over the Internet or other electronic means, as we may determine. For each week that you do so,
and authorize EFT payment of the corresponding weekly fees, we will deduct the fees from your bank account.

29
You must have computer equipment capable of accessing and using the electronic form. We reserve the right,
whether due to system failure or due to our decision in our sole discretion, to withdraw the electronic form and
designate another form and procedure that you will be required to follow.
4. If your state, or any governmental body in your state, charges a tax on the royalty we receive from you, then
you are required to pay an additional earned service fee and royalty equal, in our discretion, to the amount of
this tax. This does not apply to any federal or income taxes we have to pay.
5.A. The standard continuing advertising fee for new Restaurants in all markets is 5.0% of Gross Sales except for
Restaurants in Alaska and Hawaii where the continuing advertising fee is 3.5% of Gross Sales, but may be
increased to 5.0% of Gross Sales for new franchisees. We have the right to reduce these fees (in some
markets, we have already done so). In certain very limited circumstances, in our sole discretion, we may allow
a reduced advertising fee to be paid, such as in captive audience locations that we, at our discretion, identify
and agree in your SDA or Franchise Agreement including airports, stadiums and arenas, exposition and
entertainment centers, entertainment parks, zoos and other non-traditional venues, where the continuing
advertising fee is 2.5% of Gross Sales. We have the right to reduce these fees at our discretion. We may also
reduce the continuing advertising fees (whether on a temporary or some other basis) in some markets, but not
others.
5.B. Combo Restaurants: The standard continuing advertising fee for new Combo Restaurants in all markets is
5.0% of Gross Sales except for certain new or developing markets that we identify and agree in a
Development Incentive Addendum for your Dunkin’ Donuts Restaurant, in which case, any reduced
continuing advertising fees agreed for the Dunkin’ Donuts Restaurant will also apply to the continuing
franchise fees for the Baskin-Robbins Restaurant.
5.C. You must participate in marketing, advertising and other programs and pay increased continuing advertising
fees supported by a vote of two-thirds of the Restaurants in the market in which your Restaurant is located
with respect to local programs, and in the continental United States, with respect to national programs. Voting
can be either one vote per franchisee or one vote per Restaurant, usually determined in accordance with the
practices of the Restaurant's local franchisee Advisory 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 determining two thirds. We usually do not vote unless we operate one or more Restaurants in the
DMA, and we usually follow the practices of the local Advisory Council. Once approved, such programs
typically continue for their intended 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. We intend to
seek approval in select local markets in 2017 for support of additional marketing, advertising and other
programs.
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 costs, all maintenance and repair costs, utilities, common area maintenance charges, and
other costs. See Items 5 and 7 for initial real estate fees and investment costs.
7. If you transfer the majority interest or all of your direct or indirect interest in your Franchise Agreement then
you must pay us a Transfer Fee of seven thousand five hundred dollars ($7,500.00), regardless of whether or
not we exercise our rights in Section 13.4 of the Franchise Agreement. When a franchisee sells a Restaurant to
another franchisee, we do not allow the seller and buyer to enter into their own covenant not to compete
outside the franchise agreement.
If you are transferring a Combo Restaurant, you will pay the following Transfer Fee(s):
If you have not operated the Restaurant for at least three full years before the transfer occurs, you will pay the
Transfer Fee set forth in the applicable chart below plus $20,000.
If the transfer occurs after the third year of 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

30
extraordinary occurrences (e.g., road construction, fire or other casualty, etc.) materially affected the
Restaurant's sales during the trailing twelve month period. If you have owned and operated the Combo
Restaurant for less than twelve months, the average weekly Gross Sales will be annualized for purposes of
determining the applicable Gross Sales level in the table below.

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. In lieu of the Transfer Fee above, we will only charge the applicable then-current Fixed Documentation Fee if
the original signatories to the Franchise Agreement retain more than fifty percent (50%) of the shares after the
transfer, or if all of the interests transfer to the spouse(s) or children of the original signatories or to
beneficiaries or heirs of an owner who dies or becomes mentally incapacitated. The Fixed Documentation
Fees for transfers is currently two thousand dollars ($2,000) per restaurant. There will be an additional fee of
two thousand dollars ($2,000) per transferee if not previously approved or needs to be re-approved.
However, the franchise agreement issued to you and your new shareholders, your spouse and/or children will
be on the form in use at the time of transfer including the then-current transfer fee provision.

9. The requirements for transfers of an SDA are the same as those for transfers of franchises. The ten thousand
dollar ($10,000) SDA Transfer Fee is due and payable in addition to the Transfer Fees for operating
Restaurants that may be part of the same transaction. In lieu of the Transfer Fee, we will only charge our then-
current Fixed Documentation Fee if the original signatories to the SDA retain more than fifty percent (50%) of
the shares after the transfer, or if all of the interests transfer to the spouse(s) or children of the original
signatories or to beneficiaries or heirs of an owner who dies or becomes mentally incapacitated. The Fixed
Documentation Fees for transfers is currently two thousand dollars ($2,000). There will be an additional fee of
two thousand dollars ($2,000) per transferee if not previously approved or needs to be re-approved.
10. You also will have to pay other fees to other parties (e.g., landlords, vendors, contractors such as for
remodeling and refurbishing, governmental agencies, utilities, communications companies, Internet service
providers, 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 for this cost.

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Item 7: Estimated Initial Investment
YOUR ESTIMATED INITIAL INVESTMENT FOR A
BASKIN-ROBBINS RESTAURANT

To Whom
Type of Expenditure Method of
Category Amount When Due Payment is to
(Note 1) Payment
be Made
$12,500 -
IFF Initial Franchise Fee See Item 5 Before Opening Us
$25,000
Sub-Total Initial Franchise Fee $12,500 - $25,000
Us or Third
Parties (your
Real Estate Development $11,200 to Lump Sum
Build Cost Before Opening Landlord
(Note 2) $125,000 or Financed
and/or
Contractor)
Equipment, Trade Fixtures $32,000 to Lump Sum Approved
Build Cost As Per Contract
and Signs (Note 3) $127,600 or Financed Suppliers
Electronic Cash As incurred,
$10,950 to Lump Sum Approved
Build Cost Register/Retail Technology before
$13,600 or Financed Supplier
System (Note 4) installation
Licenses, Permits, Fees and $2,000 to Municipalities,
Build Cost As Incurred Before Opening
Deposits (Note 5) $5,500 Lessor or Us

Sub-total Build Costs (Note 6) $56,150-$271,700


Us and/or
$5,000 to
Other Opening Inventory (Note 7) Lump Sum Before Opening Approved
$8,000
Suppliers
Suppliers,
Miscellaneous Opening $12,000 to Lump Sum Utilities,
Other As Incurred
Costs (Note 8) $27,000 (See Note 6) Employees,
Etc.
Approved
Other Uniforms $400 to $800 Lump Sum Before Opening
Supplier

Lump sum Lump sum or Insurance


$3,500 to
Other Insurance (Note 9) or payment down payment, Company/
$8,300
options before opening Agent

Airlines,
Before and Rental Car
Travel and Living Expenses $1,000 to
Other As Incurred During Agencies,
While Training (Note 10) $9,000
Training. Restaurants,
Hotels, etc.
Marketing Start-Up Fee $3,000 to Us or Third
Other Lump Sum Before Opening
(Note 11) $5,000 Parties

32
Additional Funds for First 3 Lump Sum During First Us, Third
Other Months of Operation $0 to $52,500 and As Three Months Parties and
(Note 12) Incurred of Operation Employees

Sub-Total Other $24,900 - $110,600

TOTALS $93,550 to $401,800 (Notes 13, 14 and 15)

Notes:
Note 1: Your initial investment for a new Restaurant depends primarily upon: (1) the number of Restaurants you
acquire; (2) their size; (3) their configuration; (4) their location; (5) who pays the costs to develop the real
estate/interior space and/or construction of the Restaurant(s); 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.
Note 2: Real estate/space development costs vary considerably according to the type of Restaurant, fair market
values in your area, local building and health code requirements, your real estate interest (leasehold or ownership),
location, and whether you, your landlord, or we develop the Restaurant. Your costs can be higher depending on the
size of the site and code requirements. These estimates are based on our experience and information provided by
construction managers and franchisees. These estimates do not include out of the ordinary costs such as costs
related to extensive redesign, permitting variances, legal obstacles, bringing utilities to space, excessive permit fees,
etc. In addition, if you are planning to add a drive-thru your costs will increase.
Depending on how your deal is structured, you may pay some or all of the actual cost. Factors which typically
affect your initial investment include your cost to negotiate the lease (or buy the property), local real estate market
values, terms under which other locations have been leased, how the costs to renovate or develop the land, building,
interior space and other site improvements are allocated between landlord and tenant, interest costs and the
negotiations of the parties, among others. Lease terms are individually negotiated and may vary materially from one
location or transaction to another. We may recommend that you have a feasibility study done by an architect or
engineer before you sign a lease. We estimate this may cost you between $1,000 and $3,000. Costs to develop the
land, building and other site improvements include architectural, engineering and legal fees, exterior landscaping,
electrical & water hookup, paving, sidewalks, lighting, etc. Some local governments may charge an additional
amount for utility connections to offset their costs for maintaining water and sewer plants; these amounts are not
included in the above figure. Costs can be higher if soil problems or other environmental issues are encountered.
Interior space development may require you to cut floors/roof/walls, and/or bring utilities to your designated space.
These ranges do not include unusual costs to bring utilities to the property for hookup or government imposed
"impact fees" (see Note 7 below).
Your initial investment may be significantly lower if we or your landlord develops the location, but in that case,
your annual rent will probably be higher. Your rent will likely be based on development costs and reflect a rate of
return on the landlord's initial investment, as well as other factors. Commercial leases are typically "triple net"
leases, requiring you to pay rent, all taxes, insurance, maintenance, repairs, common area maintenance costs,
merchants’ association fees and all other costs associated with the property. Rent will likely exceed the landlord's
cost of leasing or financing the purchase of the location. You may also have to pay percentage rent. You may also
have to make an initial payment into an escrow fund to cover estimated real estate taxes.
The low end of the range above is the estimated cost for you to negotiate a build-to-suit lease in which the landlord
incurs most development costs, and you make a lease deposit. The high end of the range above assumes the most
typical deal for the upper range for this brand, leasehold improvements within a landlord's building. If you elect to

33
buy land, it can cost an additional $100,000 to $1,200,000 (and more). If you elect to build a free standing building
on leased land, it can cost from $200,000 to $300,000 more.
Note 3: This amount includes estimated costs of furniture, furnishings, installations, equipment, trade fixtures,
small-wares, signage and certain other items on the Restaurant premises, the amount and specific items of which
will vary depending upon the location, size and condition of a particular Restaurant. Existing Restaurants bought
from existing franchisees have purchase prices that differ based on many variable factors and cannot be estimated.
Cost range includes tax and delivery estimated at 10%.
Exterior signage costs will vary by location, venue, site conditions, lease and local code requirements. These
estimates do not include any costs for the removal of existing exterior signs or patching, repair or painting of the
exterior building façade. These estimates do not include the costs of electrical supply circuits or final electrical
connections as these are typically included in your general construction costs.
Note 4: The price ranges reflect minimum to maximum for equipment configurations and solution costs for one to
two point of sale systems. You may need additional point of sale systems depending on the size and configuration
of your Restaurant. If your Restaurant has a drive-thru, you can expect to purchase additional equipment. Please
note that in addition to the cost of the point of sale equipment, you will be required to pay monthly and/or yearly
maintenance and user fees. See Item 11 for additional details.
Note 5: The above does not include government imposed "impact fees." We estimate that those fees, when
imposed, can be $87,000 or more in some markets. Some local governments, malls, airports or contract feeders
may require a performance bond, which is not included in the above range. You must research all
municipal/regulatory fees, deposits, licenses fees and permits fees, as these fees vary widely between different
municipalities.
Note 6: For a sample set of 14 stores built by franchisees between January 2014 and December 2017 in our most
current Flavors 1.0 building design, the franchisees reported an average Build Cost of $172,000. Build Costs are
defined as the sum of the four selections in the Category column labelled as “Build Cost” in the table above. Some
additional stores built in our most current Flavors 1.0 building design built within the timeframe were disregarded
due to data that was abnormally high or low based on unique circumstances.
Note 7: Before opening a Baskin-Robbins 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 Restaurants, seasons and the storage capacity of the Restaurant. Your initial inventory of merchandise and
supplies needed for the operation of the Restaurant may include ice cream, soft serve ice cream, frozen yogurt,
cakes and other products for resale, containers and other paper, plastic or similar goods, fountain supplies (cones,
fruits, toppings, syrups, etc.), dry ice, maintenance and cleaning materials, office supplies and miscellaneous
materials and supplies.

Note 8: MISCELLANEOUS OPENING COSTS


(EXCEPT BASKIN-ROBBINS EXPRESS RESTAURANTS)

ESTIMATED
TYPICAL RANGE
Pre-opening Employee Training Payroll* 7,500 13,000
Utility Deposits (e.g., Gas, Water, Electricity, Telephone) 1,000 4,000
Petty Cash (including cash register "Opening Banks") 1,000 2,000
Misc. Expenses: e.g., Sanitation Books, Interior Landscaping Plants, 2,500 8,000
Restaurant Sound System, Office Supplies, Licenses & Permits, Banking
Pre-Opening Costs, Public Telephone Deposit
ESTIMATED TOTAL $12,000 $27,000

* Pre-opening employee training payroll may vary greatly according to size of the restaurant, number of
employees being hired and the average wage.

34
Note 9: You must provide insurance coverage in accordance with our published standards (as amended from time to
time), including but not limited to commercial general liability coverage with minimum limits in the amount of
$2,000,000 per occurrence, employment practices liability coverage with minimum limits in the amount of $1,000,000
per occurrence, all risk property coverage including, but not limited to, flood and earthquake protection, plate glass
coverage, and employers liability and workers’ compensation insurance, and maintain other insurance in accordance
with our published standards (subject to change), and maintain other insurance in accordance with state law
requirements. . Some property owners may require higher levels of commercial general liability insurance or other
insurance coverage under their leases. Initial premiums for commercial general liability insurance are subject to
change due to market forces beyond either of our control, but usually range between $400 and $1,300 per year. The
cost of other coverages, including workers' compensation coverage and your discretionary purchases, varies widely,
but may range from $3,100 to $6,800 per year. Your premium may be higher based upon your risk profile. 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.
Baskin-Robbins Express insurance requirements may be satisfied by the requirements of the host environment’s
insurance policy. You should consult with your insurance advisor as you must make sure that you have all
appropriate and required insurance in place.
Note 10: We pay the cost of the initial franchisee training program for a new restaurant. However, you must pay
for training materials, including the cost of the sanitation exam (if applicable to your area), uniforms,
accommodations and travel expenses, if any, for you and your employees. If you attend the initial training program
in a location other than one of our training facilities, then you may be charged certain additional costs such as your
portion of the costs for the meeting room. You must also pay for later training programs that we may conduct. The
above estimated ranges of costs are for one person to attend the Baskin-Robbins initial training program for three
(3) weeks, including transportation, food and lodging. If you live close to the training facility, your costs may 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.
Baskin-Robbins Express operations training is conducted in the Baskin-Robbins training facility located in
Braintree, MA. Baskin-Robbins Express training can also take place in other approved training locations. Your
expenses will range from $300 to $5,000 depending on the number of employees, individual requirements and your
geographic location. We do not assure you that a training facility will be available close to your home or that you
can avoid travel, lodging and meal expenses during such training.
Note 11: Marketing Start-Up fees are used to promote the opening, remodeling, transferring or relocating of your
Restaurant and are applicable for new Restaurants and when a brand is added to an existing Restaurant. See Item 5.
Note 12: You may or may not need working capital to support ongoing expenses that are not covered by sales
revenue. New businesses may generate negative cash flow. These figures are estimates and we cannot guarantee
that you will not have additional expenses in the first three months of operation. Your costs will depend on factors
such as how well you follow our methods and procedures, the sales volume of your restaurant, your management
skill, experience, and business acumen, local economic conditions, the local market for our product, the prevailing
wage rate, competition, your rent structure, and your restaurant site type. Restaurants opening in the cold weather
months may be more likely to need working capital in the initial three-month period because restaurant sales are
typically lower in the winter months.
Note 13: We do not typically offer financing of any of the above costs except, from time to time, we will provide
purchase money financing for equipment and signs. As of the date this Disclosure Document was prepared, in
some targeted development markets, new SDA licensees may apply to us for qualification under a program to
finance a portion of their development costs. See Item 10.
Note 14: Baskin-Robbins Restaurants may vary from one another in many respects. For example, Restaurants in
urban trade areas may be multi-level with storage, sales, and seating areas on two or more levels, or have limited or
no seating. Storage and sales areas may be smaller than typical Restaurants. Specially designed equipment may be
necessary. Restaurants in urban trade areas may have no dedicated parking, require elevators, specially designed

35
doorways, have limited access and require greater security measures. This may require special arrangements for
deliveries of products and supplies to and from the Restaurant. Trash may require special handling, such as daily
pickup. Labor costs may be higher in urban Restaurants due to Restaurants configuration and competition for
available workers, among other reasons. 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.
Note 15: You cannot borrow more than ninety percent (90%) of (i) the initial investment in the building, site and
additional development, equipment, fixtures and signs for new Restaurant or (ii) the purchase price for existing
Restaurants (“Permitted Financing”).

36
Item 8: Restrictions on Sources of Products and Services
We and our predecessors and affiliates have spent considerable time, effort and money to develop the Baskin-
Robbins system (the “System”). We have acquired experience and skill in developing the System, which includes
producing, merchandising and selling Baskin-Robbins ice cream, soft serve ice cream, frozen yogurt, ice cream
cakes and other products 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. 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. You are expected to adhere to these changes.
All food 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.
Every supplier must demonstrate to our satisfaction that it can meet all specifications, standards, and requirements
and has adequate capacity to supply our franchisees' quantity and delivery needs, which may mean, among other
things, the ability to supply all franchisees in the System. The quality assurance requirements of suppliers are set
forth in the Supplier and Distributor Quality Management System Manual, which suppliers must agree to before
being approved. We do not anticipate making the manual or other aspects of our supplier approval process
available to you. We do make our specifications available to approved suppliers, but our specifications are not
available to you. Before approving any supplier, we may take into consideration: a) consistency of products and/or
name brands in (and between) our Systems, b) economies of scale achieved by larger volumes, and c) certain other
benefits that a particular supplier may offer, such as new product development capability. When approving a
supplier, we take into consideration the System as a whole, which means that certain franchisees may pay higher
prices than they could receive from another supplier that is not approved. We reserve the right to withhold
approval of a supplier for any reason. A list of approved suppliers is available on request. You can expect that the
items you will have to purchase from approved suppliers in accordance with our specifications represent over 95%
of the total purchases for establishing and operating the franchised business. Suppliers are required to share
shipping, distribution and all other information with us, and you will be required to cooperate.
Our criteria for approving alternative suppliers are not available to you or your proposed suppliers. You and/or the
supplier may request approval by submitting the request to us in writing. 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 ninety (90) to one-hundred and eighty (180) days depending on the nature of the
products or services. We may withdraw our approval at any time if the supplier's performance does not meet our
criteria, we change our specifications, standards or requirements or other reasons. You or the supplier will be
required to reimburse us for all costs that we incur in the testing and approval process whether the supplier is
approved or not.
We may limit the number of potential suppliers that we consider for approval and for some categories of products
we have and may in the future designate a third party or ourselves as an exclusive supplier. We have exclusive
supplier arrangements for some categories of products or services including: ice cream production and distribution,

37
fountain and packaged beverage products, packaging materials, upright freezers and dipping cabinets and
distribution.
Dean Foods Company is the exclusive manufacturer and distributor to Baskin-Robbins franchisees (with some
exceptions) of ice cream, sherbet, soft-serve ice cream and yogurt, ices, sorbets, quick frozen fruit, ice cream and
yogurt novelties, toppings, cakes, rollcakes and other related products. Exceptions to this exclusivity may include
certain ice cream novelties (including ice cream sandwiches), cakes and quarts. We reserve the right to
manufacture or distribute the products ourselves or through other third parties.
You must purchase your soft serve equipment from an approved supplier. Currently, there is only one approved
supplier.
In regions serviced by Dunkin’ Donuts National DCP, LLC (“NDCP”), dry goods may be distributed to the Baskin-
Robbins system by the NDCP. To obtain goods and services from the NDCP, you may be 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) agreement
to the then-current membership terms applicable to like members, including payment terms.

Retail Information Systems


If you are opening a new Restaurant, renewing your Franchise Agreement, remodeling an existing Restaurant or
purchasing an existing Restaurant, you are required to purchase, install and use an electronic point-of-sale cash
register system that we approve. See Item 11.

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


In the past, restaurants operated by our affiliate, DBI Stores, received prices, patronage discounts, and/or
allowances from suppliers on the same basis as other franchisees. 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% of the loan amount, .5% of which may be paid to us by the third
party lender. This fee compensates us for our administrative costs and the possibility of loss resulting from default.
Other financing programs, when and if available through us, may provide for other fees payable to us directly either
by you or by the lender.
If you lease the premises from us or one of our subsidiaries or affiliates, we may derive revenue from you in the
form of base and percentage rent payments, tax, common area and other payments. In some cases, your payments
to us may exceed our costs.
If you buy an existing Restaurant from us, we may derive profit from your acquisition in excess of our cost to
acquire and, in some cases, refurbish or remodel the Restaurant. We occasionally sell our real estate interest in a
Restaurant to the franchisee. We derive revenue from the initial franchise fee you pay to us. If you develop a
combination Restaurant with another chain (subject to our consent), we may derive revenue from the initial
franchise fee and other fees you pay or may charge you an initial and continuing fees based on your sales for the
other chain.
In the fiscal year ended December 30, 2017, Baskin-Robbins entities (including Baskin-Robbins Franchising LLC
and its related Baskin affiliates) had total U.S. revenues of $47,894,626. Of that amount, its rental revenue from
franchisees represented 7.0% ($3,351,693), and its revenue from required purchases represented 22.4%
($10,707,664). Revenue from required purchases generally means revenue received by Baskin-Robbins entities
resulting from the distribution of products to you from Dean Foods, and licensing fees from other vendors who
produced certain items using Baskin' Robbins proprietary recipes, formulas and/or processes, as well as fees earned
from access to online training programs required by the franchise agreement. Suppliers may contribute money to
the applicable Ad 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

38
purchases and leases by franchisees of products and services in the most recently completed fiscal year (as of the
date this Disclosure Document was prepared).

Distributor Commitment Program


At some point in the future, you may be required to become a member of the NDCP. To become a member, you
will have to 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) the payment of a one-time membership fee, which is currently $2,500 per
participating Restaurant, ii) providing a personal guarantee with the NDCP and iii) agreement to the then-current
membership terms applicable to like member franchisees, including payment terms.
We do not participate as a member of the NDCP; however, our affiliates do on behalf of Restaurants that they
operate, as applicable. Our participation in the NDCP is limited to having a voting member on the 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 Dunkin’ Donuts/Baskin-Robbins Stock Transfer Agr. Agreement to Transfer by the Sale of
Combo Franchise Agreement Stock
SDA Store Development Agreement TOA Temporary Operating Agreement
Sublease Sublease Participant Agr. Participant Agreement
Opt. to Assume Option to Assume (Franchisee's) Rider to Contract Rider to Contract for Sale
Lease (3 Party & 4 Party)
Offer Letter Offer Letter Intranet Terms Dunkin’ Brands Intranet Terms of
Use
Transfer Incentive Store Transfer Sales Increase Contract for Sale Contract for Sale
Add. Incentive Offer Addendum to FA
BR Dev Incentive BR Development Incentive Assign of FA Assignment of Franchise Agreement
Addendum to SDA & FA or
Addendum to FA (as applicable)
Add SDA Addendum to SDA Conditional Lease Option Lease Option Agreement
Option(s) to Extend
CDC Contract for Development and BR Relo Offer Baskin-Robbins Relocation
Construction Incentive Offer to Select Baskin-
Robbins Restaurants
New Combo Baskin-Robbins Incentive for New BR to DD Incentive Incentive for Addition of a Baskin-
Incentive Combination Opening Robbins to an Existing Dunkin’
Donuts Restaurant
Veteran’s Incentive Baskin-Robbins Military Veterans BR Sales Incentive Baskin-Robbins Store Transfer Sales
Development Incentive Incentive

Obligation Section in Agreement Disclosure Document


Item
a. Site selection and FA: §2.5, §3.0, §16.0 Items 1, 6, 7 & 11
acquisition/lease Combo FA: §2.5, §3.0, §16.0
Sublease & Opt. to Assume
SDA: § 3.A.
Rider: §2.4
Transfer Agr.: §2.0 - §2.3
Stock Transfer Agr: §2.0-2.3
Lease Option; §1
BR Relo Offer: §B.1.
CDC: §3(ii)
b. Pre-opening FA: §7.0.2, §7.0.4 - §7.0.5.1 See a.
purchases/leases Combo FA: §7.0.2, §7.0.4 - §7.0.5.1
CDC: §3(iii)
c. Site development and FA: §3.0 See a.
other pre-opening Combo FA: §3.0
requirements Sublease: §5(b), §10(a)(b)
SDA: §3.A.

40
Obligation Section in Agreement Disclosure Document
Item
d. Initial and ongoing FA: Contract Data C.2., §4.0 - §4.2 Item 11
training Combo FA: Contract Data E.2., §2.5,§4.0 - §4.2
Offer Letter: §2D
Participant Agr.
Rider: §4.2.D
e. Opening FA: §1.0 - §1.06 Item 11

BR Relo Offer: §B.1., §C., §F.6.


New Combo Incentive: §1
Veteran’s Incentive: §1. - §3.
BR to DD Incentive: §1.
BR Dev Incentive: §1. - §3.
f. Fees FA: Contract Data: C.-F., §4.0, §5.0 - §5.8, §6.0, Items 5 & 6
§13.2 - §13.2.1, §14.4.4, §14.7.1
Combo FA: Contract Data: C.-F., §4.0, §5.0
§5.8, §6.0, §13.2 - §13.2.3, §14.4.4, §14.7.1
Sublease: §1.8, §1.9, §1.11, §1.12, §1.13, §4(a)(g),
§6(a)(b), §7(a), §11(a)(b)
SDA: §2, §4., §6., §9.C., §9.D., Ex. B.
Rider: §2.6, §2.7.B., §2.13, §4.1
Contract for Sale: Exhibit A, Exhibit B, §7
Offer Letter: §2B, §2E
Transfer Agr.: §5.3
Stock Transfer Agr.: §5.3
TOA: §3.b - §3.d, §4
Transfer Incentive Add.: §1.A., §2., §3
Assign of FA
BR Dev Incentive: §1. - §3.
Add SDA: §3
BR Relo Offer: §B., §D.
New Combo Incentive: §1
Veteran’s Incentive: §1. - §3.
BR to DD Incentive: §1.
BR Sales Incentive: §1.A, §3
g. Compliance with FA: §2.2 - §2.5, §3.0, §4.1, §5.1, §7.0 - §7.6, §8.0 Item 11
standards and - §8.2, §12.0, §13.1, §14.4.2, §14.5, §14.7.4
policies/operating Combo FA: §2.2 - §2.5, §3.0, §4.1, §5.1, §7.0
manual §7.6, §8.0 - §8.2, §12.0, §13.1, §14.4.2, §14.5,
§14.7.4
SDA: §3.A., §4, §8.
Intranet Terms
TOA: §2, §3.a, §3.c
Transfer Incentive Add.: §3
BR Relo Offer: §B.1.a., §F., §K.

41
Obligation Section in Agreement Disclosure Document
Item
h. Trademarks and FA: §2.0 - §2.4, §9.0 - §9.4, §10.0 - §10.1, §10.3 – Items 13 & 14
proprietary information §10.5, §14.0.3, §14.4.1, §14.5 - §14.6,
§14.7.3, §14.7.7
Combo FA: §2.0 - §2.4, §9.0 - §9.4, §10.0 - §10.1,
§10.3 - §10.5, §14.0.3, §14.4.1, §14.5 - §14.6,
§14.7.3, §14.7.7
SDA: §7, §11
Participant Agr.: §1, §4
Rider: §4.7
Intranet Terms: §6
i. Restrictions on FA: §2.0, §7.0.4 - §7.0.5.1, §7.0.9, §7.5 Item 16
products/services Combo FA: §2.0, §7.0.4 - §7.0.5.1, §7.0.9, §7.5
offered Sublease: §8
j. Warranty and customer FA: §2.5, §7.0.6, §7.0.7, §7.6 Item 11
service requirements Combo FA: §2.5, §7.0.6, §7.0.7, §7.6
k. Territorial development SDA Items 1 & 12
and sales quotas Rider: §2.3.B.
Add SDA
l. Ongoing FA: §7.0.4 - §7.0.5, §7.5 Item 8
product/service Combo FA: §7.0.4 - §7.0.5, §7.5
purchases
m. Maintenance, FA: Contract Data G, §2.2, §2.4(b)(vii), §2.5, Item 11
appearance and §3.0, §7.0.2, §8.0 - §8.2
remodeling Combo FA: Contract Data G, §2.2, §2.4(b)(vii),
requirements §2.5, §3.0, §7.0.2, §8.0 - §8.2
Sublease: §11(f)(g)
Offer Letter: §2C
TOA: §3.a

n. Insurance FA: §12.0 - §12.2 Items 6 & 8


Combo FA: §12.0 - §12.2
Sublease: §11(c), §16
Rider: §4.6
o. Advertising FA: Contract Data D & F, §5.1, §5.3, §5.4, §6.0 – Items 6 & 11
§6.3, §9.1
Combo FA: Contract Data D & F, §5.1, §5.3, §5.4,
§6.0 - §6.3, §9.1
Rider: I.F.
p. Indemnification FA: §9.5, §12.2, §14.9 Item 6
Combo FA: §12.2, §14.9
Participant Agr.: §2 - §3
Rider: §3.1
Transfer Agr.: §1.2, §2.0.3, §6.2, §6.5
Stock Transfer Agr.: §5.3
Assign of FA
q. Owner's participation FA: §7.0.6, , §7.4 Items 11 & 15
management/staffing Combo FA: §7.0.6, §7.4
r. Records/reports FA: §5.2 - §5.4, §5.8, §7.0.3, §11.0 - §11.3 Item 6
Combo FA: §5.2 - §5.4, §5.8, §7.0.3, §11.0 - §11.3
Sublease: §4(f)

42
Obligation Section in Agreement Disclosure Document
Item
s. Inspections/audits FA: §7.2, §11.2, §14.4.1, §14.4.2 Items 6 & 11
Combo FA: §7.2, §11.2, §14.4.1, §14.4.2
Sublease: §4(g)
t. Transfer FA: §13.0 - §13.4 Item 17
Combo FA: §13.0 - §13.4
Sublease: §15
SDA: §9.
Rider
Transfer Agr.
Stock Transfer Agr.
Veteran’s Incentive: §3.
BR Dev Incentive: §2.b.
BR Sales Incentive: §4
Contract for Sale: §7
u. Renewal FA: §2.4(b) Item 17
Combo FA: §2.4(b)
SDA: §4.
Transfer Agr.: §5.4

v. Post-termination FA: §10.2, §10.3, §14.6 - §14.7.7 Item 17


obligations Combo FA: §10.2, §10.3, §14.6 - §14.7.7
Sublease: §11(k)
Opt. to Assume
Lease Option
Rider: §2.3.B.
Transfer Agr.: §1.0
Stock Transfer Agr.: §1.0
TOA: §5
Assign of FA
w. Non-competition FA: §10.1 - §10.2 Item 17
covenants Combo FA: §10.1 - §10.2
Participant Agr.: §5
Rider §2.3.B.
Transfer Agr.: §1.0
Stock Transfer Agr.: §1.0
Assign of FA
x. Dispute resolution FA: §15.0 - §15.3 Item 17
Combo FA: §15.0 - §15.3
SDA: §10
Intranet Terms: §7
y. Other (describe) None

43
Item 10: Financing

General Overview of Programs:


We have lending contacts through third party lender(s) 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, but are not limited to, construction, remodeling or leasehold improvements; site acquisition; and new or
replacement equipment and fixtures. Typically, financed costs do not include initial inventory or supplies. We do
not permit the financing of the initial franchise fees. All decisions to provide financing are at the sole and absolute
discretion of the respective lender. You acknowledge that we have no responsibility whatsoever with regard to a
lender’s decision to provide or not to provide financing to you or to any other franchisee. Terms of financing and
rates may vary among the lenders. The terms and conditions of these programs may change and the programs may
be withdrawn without notice. The rates change frequently according to a variety of factors, including market
conditions. The significant changes in the current economy have 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.

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 from time to
time required by the lending institution. 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 Franchise Agreement may constitute a default of
your loan or lease. Also, 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.
All of your shareholders, owners and partners will typically be required to personally guarantee the obligations
under the loan documents. Financing is typically secured by perfected first priority liens against your business and,
in some cases, personal assets, including without limitation, real estate, improvements, equipment and signs.
Prepayment penalties are often required and are dependent upon the individual agreement. Interest income may be
recognized under the “Rule of 78s” (precomputation of interest due over term of loan reflecting monthly principal
balance). The specific provisions of individual contracts will vary from program to program and among the
lenders. Third party lenders provide virtually all of the financing arrangements to the System. 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.

44
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 then applicable. 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 previously owned by us. 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.
We may, from time to time, have one or more programs with one or more third party lenders.
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.

Baskin-Robbins Financing Program


Dunkin' Brands has created a limited pool of funds that will be available as financing to existing, qualified Baskin-
Robbins franchisees to be used solely for the development of new locations through 2018. This program will be
available to qualified franchisees that commit to opening the financed restaurant in 2018. The acquisition of real
estate may not be financed under the program, though we reserve the right to make exceptions from time to time at
our sole discretion. The pool of funds to be outstanding at any time under the program is limited and will be
allocated to qualified existing franchisees who apply in order of application. We reserve the right to cancel or
modify this financing program.

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

As of the date of this Disclosure Document was prepared, DBI offered the following terms for the Baskin Robbins
Financing Program:

Restaurant Financing – Approved Baskin Robbins Franchisees

Interest Annual Term Max. Documentation Security Loan


Rate Percentage Loan Fees Interest/ To
Rate Amount Collateral Value

2.00% 2.20% Up to 10- $250,000 1% of approved First priority Up to 100%


years. loan amount security
(Rate goes to (APR is
interest in the
3.00% if the site is 3.21% if
subject
not opened by Int. Rate is
location and
12/29/2018) 3.00%)
personal
guarantee is
required

45
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. As described in Item 1 of this
Disclosure Document, Dunkin' Brands employs or retains the services of all the persons who will provide service to
you under the terms of your Store Development Agreements (“SDA”) and Franchise Agreements (“FA”).

Initial Services:
If you are acquiring a store development area (“Store Development Area”) by executing an SDA, we will determine
the Store Development Area, the number of Restaurants you must develop and the development schedule. This
information will be included in a schedule to your SDA.
The following are our obligations prior to or at the opening of your Restaurants:
1. Most Restaurants are developed by franchisees who find their own locations. Many negotiate their own real
estate interest. If you are developing a new Restaurant, we will approve the location if it meets our standards. It is
important to know that our approval of a location is not and should not be a guarantee of success at that location.
Many factors, some known and some unknown, may impact the success of a particular location. We will provide
you with a copy of our standard plans and specifications for the brand(s) and type of Restaurant. You must
conform the premises to all codes and ordinances and obtain all required permits. You must construct or remodel
the location to our standards and subject to our approval. (See Section 3 of the SDA, Contract Data Schedule, G
and Section 3 of the FA.)
2. We will provide you the standards for designing, constructing and equipping your Restaurant. (See Section 3 of
the FA and Item 8 for additional information about our standards, specifications, and supplier requirements.)
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:
We try to focus real estate development activities in markets where real estate and demographic analysis indicate
new Restaurants can be supported. For new Restaurants, we may select the site, or we may approve a site that you
select and bring to us. 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. Each site is
considered individually, as no two sites are the same. Factors other than those listed above may be considered in
evaluating a particular site. We do not guarantee that any site will be successful.
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 it. 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 provide you assistance in negotiating the purchase or lease of the site, but we may do so in some cases.
In order to develop a new Restaurant(s), you may be required to sign an SDA. Under SDAs, you are responsible
for locating and securing sites within boundaries specified by us. All sites must be approved by us, and must be
developed by you in accordance with our requirements. 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

46
request. If you request renewal of your SDA, we will reassess the potential of the Store Development Area for
further development (See Section 4 of the SDA).
If you will construct your Restaurant, we will provide you standard, generic plans and specifications for the
improvements, furnishings, fixtures and decor of the type of Restaurant approved for your site. You must then, at
your expense, have specific plans and specifications for construction or conversion of the space for the Restaurant
(and conforming to local ordinances and building codes, as well as obtaining the necessary permits) prepared by a
licensed architect. Before you may begin construction, these plans and specifications must be approved by us in
writing. We must approve any changes made during construction in writing. All construction will be at your sole
expense. You must ensure, prior to the opening of the Restaurant, that the Restaurant is accessible to and usable by
persons with disabilities and meets the Standards for Accessible Design for new construction in the ADA
Accessibility Guidelines (“ADAAG”) as may be amended from time to time, or any more stringent accessibility
standard under 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 8-12 months,
however, we have seen anywhere from 1 to 48 months.
The above time estimates do not include relocations. In addition, there may be an additional 3 to 6 months between
the time you initially identify a site and you sign a Franchise Agreement. Factors affecting the elapsed time
include: lease or purchase negotiations, zoning procedures, financing applications, local ordinances and approvals,
obtaining licenses and permits, construction delays, weather conditions, shortages, delays in installing equipment
and signs, development or construction not in accordance with our requirements, labor disputes, Acts of God and
other reasons. If you do not present an acceptable site, or if we otherwise do not approve a site that you have
presented, then you may not open your Restaurant. If you do not open your Restaurant within fifteen (15) months
after signing the FA, then we will have the right to terminate the FA.

Continuing Services:
The following are our obligations during the operation of your Franchise Agreement:
1. We will maintain a continuing advisory relationship with you, providing such assistance as we deem appropriate
regarding the development and operation of the 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 update from time to time. (See Section 2 of
the FA.)
3. We shall continue our efforts to maintain high and uniform standards of quality, cleanliness, appearance and
service at all Restaurants. (See Section 2 of the FA.)
4. We will review advertising and promotional materials that you propose to use locally. (See Section 6 of the
FA.)
5. We will administer the Baskin-Robbins Advertising and Sales Promotion Fund and direct the development of all
advertising, marketing and promotional programs for the System. (See Section 6 of the FA.)
6. We may conduct periodic national or local promotional campaigns during which a specified product or products
must be given away or promoted at a specified price. If we designate that program as mandatory, you must
participate fully in that program. For example, Baskin-Robbins franchisees are required to participate in “scoop”
night and in the Baskin-Robbins Birthday Club (and redeem a customer’s coupon for a free scoop of ice cream).
(See Section 6.2 of the FA.)
7. We have no obligation to assist you in establishing prices. We may suggest pricing strategy; however, except as
we may be permitted by law to require a particular price, you are free to determine the prices you charge for the

47
products you sell. You should also be aware that collaboration with other franchisees in establishing prices may be
considered a violation of the law. (See Section 7.3 of the FA.)
8. If you request renewal of your SDA, we will reassess the potential of the Store Development Area for further
development. (See Section 4 of the SDA.)

B. Advertising
Advertising Cooperatives: We do not require or employ any advertising cooperatives. We do, however, administer
and direct the development of advertising and promotional funds as described below.
Your Own Advertising: Under certain circumstances, you may use your own local advertising. To do so, you must
follow our brand guidelines and obtain our prior approval of all your local advertising and promotional plans and
all materials you would like to use and it will be at your own expense.
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 contribute to the Advertising and Sales Promotion
Funds on the same basis as other franchisees.

The Baskin-Robbins Funds


We have established and administer The Baskin-Robbins Advertising and Sales Promotion Funds below
(collectively the “Fund”), and direct the development of all advertising, marketing and promotional programs for
the System.
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. Advertising may be disseminated in various
types of media (e.g., print, radio, television, the Internet, billboards 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.

The Baskin-Robbins New Fund (New Restaurants and other Restaurants subject to the Royalty Conversion
Program)
New Stores (since January 1998) and other Restaurants subject to the Royalty Conversion Program pay higher
advertising fees and have different contractual provisions relating to the activities and use of monies in the Fund,
than Restaurants in the Traditional Fund described below. See Item 6. Company-operated Restaurants contribute
to the New Fund at the current rate required of franchisees. Since a substantial number of Restaurants adopted the
Royalty Conversion Program, if you are purchasing a Restaurant from an existing franchisee, you most likely will
pay fees under the New Fund.

The Baskin-Robbins Traditional Fund (Stores not subject to the Royalty Conversion Program)
For Restaurants that initially opened before January 1998, and have not since agreed to participate in the Royalty
Conversion Program, the "Traditional" Fund continues to govern the collection, operation and administration of
advertising contributions. In general, franchisees who contribute lower fees to the Traditional Fund pay higher
prices for their ice cream products. The two divisions of the Traditional Fund are described below. A substantial
number of franchisees adopted the Royalty Conversion Program. This means that over time the Traditional Fund
will decline in size and influence concerning marketing programs.
National and Regional Advertising Funds: We oversee (i) a national advertising and promotional program and (ii)
a regional advertising fund. Both are entirely funded by contributions from franchisees. For franchisees who
participate in the Traditional Fund, 1.5% of the gross sales go into the national advertising fund and 2% of the gross

48
sales go into the regional advertising fund. The majority of the media coverage for the Traditional Fund (both
National and Regional) is currently national.

The Baskin-Robbins Fund Generally (Both Traditional and New Funds)


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. Advertising may be disseminated in various
types of media (e.g., print, radio, television, the Internet, billboards and others). We determine the content, media
and placement of advertising. (The term “advertising” as used in this section also includes related activities as
described below.) At our discretion, the scope of individual advertising programs may be local, regional or
national. Most of the Funds are spent for national programs. We are not required to spend any amount in
advertising in your local area and we have no obligation to ensure that you benefit directly or on a prorata basis.
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. We reserve the right to
change advertising agencies from time to time without notice to you.
The Fund's fiscal year coincides with our fiscal year. At the end of the most recently concluded fiscal year
(December 30, 2017), the following unaudited percentages of funds received were spent on: media production
(9.9%); media placement (42.0%); administrative (18.5%); and other (29.7%). “Other” includes: merchandising,
public relations, promotions and other items. (These percentages apply to spending for the total received in both
the Traditional and New Funds.)
We may use up to twenty percent (20%) of Continuing Advertising Fee contributions from your Restaurant to, at
our discretion, provide for the administrative expenses of the Fund and for programs designed to increase sales and
further develop the reputation and image of the Baskin-Robbins brand. The balance, including any interest earned
by the Fund, will be used for marketing, advertising and related expenses, which include various marketing and
promotional activities and the costs to prepare, produce and distribute advertising, marketing and related materials.
As part of administrative expenses, the Fund pays us amounts equivalent to salaries, travel and other expenses
incurred by us in our administration of the Fund.
Advertising funds not spent in the fiscal year in which they accrue are first used to offset any deficit carried over
from the prior year, with any excess thereafter carried forward to the next year and spent on advertising and related
expenses. Under the Franchise Agreement, 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 (2/3) of the Restaurants vote nationally (regarding national programs), regionally, or locally (regarding
regional or local programs) to pay advertising fees greater than five percent (5%) 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 with special distribution opportunities (such as hospitals, train stations, airports, etc.)
contribute at a reduced rate (See Item 6). We have the right to reduce continuing advertising fees (in some markets,
we have already done so). We may also reduce the continuing advertising fees (whether on a temporary or some
other basis) in some markets, but not others.
Baskin-Robbins Brand Advisory Council
The Brand Advisory Council is composed of franchisees to advise us on advertising and other issues. Under this
system, members of the Brand Advisory Council are selected by vote of regional council members at company
sponsored regional council meetings. Under this system, members of the regional council are selected by vote of
the franchisees at company sponsored district meetings. We may appoint additional members. We reserve the right
to change one or more of these councils, to form new councils or to dissolve one or more councils. These councils
will serve in an advisory capacity only and will not have either operational or decision making power.

49
C. Computer Systems

Restaurant Technology System - Approved Platform


All Restaurants are required to have, and you must purchase, the Restaurant Technology System designated by us
for the size and configuration of your Restaurant. We require that the Restaurant Technology System be
maintained in “continuous operational condition” and that you have approved maintenance agreements in place for
all components. The components of our required Restaurant Technology System and cost ranges are described
below. You will use the Restaurant Technology System to, for example and among other things, process credit and
gift cards, accept mobile payments, configure and present menu items and their pricing, configure and present menu
item taxation, accept online and mobile orders, polling, access your back-office systems, access and run your video
surveillance systems, use the library of “Dunkin’ Brands Online University” learning and marketing programs and
courses, and connect to the Internet. We have required our approved suppliers to make special modifications to
their equipment and systems to comply with our Restaurant Technology System requirements and our brand
standards.
All Restaurants are required to comply with the construction and wiring standards relating to Restaurant
Technology System, including point-of-sale equipment in the Restaurant, including dedicated isolated grounded
power, dedicated business class Internet for use solely with the Restaurant Technology System and its approved
components.
If you are buying an existing Restaurant or remodeling an existing Restaurant with an unapproved cash register
system or that does not otherwise comply with our required Restaurant Technology System and brand standards, we
will require you or the seller to purchase and install the approved point-of-sale system as well as all other approved
Restaurant Technology System components in the Restaurant prior to transfer as a condition of our approval of the
transfer. If you are remodeling an existing Restaurant with an older cash register or Point of Sale solution, we will
require you to purchase and install the then-current point-of-sale system and approved Restaurant Technology
System components, as well. For you to maintain your approved 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 required, from time to time, to upgrade the Restaurant
Technology System. These upgrades will be at your sole cost and expense. This will, from time to time, require
maintenance to be performed on the equipment. The approved vendors may provide maintenance services on a
contractual basis. It is your sole responsibility to upgrade your systems to maintain compliance with our standards
and requirements as well as local, state or federal laws, rules and regulations, and payment card industry (PCI/PA-
DSS) and other industry standards. There are no contractual limitations on the frequency, or limitations on the cost,
of your updating/upgrading obligations.
Your cost per Restaurant will depend, among other things, on your Restaurant's size and configuration, and the
system options you may choose. It may be more expensive to install approved equipment in an existing Restaurant
than in a new Restaurant. Hardware and software costs will vary according to the minimum configuration we
determine for your Restaurant, for example, the number of point of sale terminals, size of counter and presence of
drive thru, printers, digital display screens, media players, prep stations and sandwich station devices, plus any
additional supported optional equipment you may choose.

Baskin-Robbins Standalone Restaurants

Restaurant Technology System Components:


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

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


We require you to process and record all your sales on a point-of-sale (“POS System”) that is approved by us for
Standalone Restaurants. The approved POS systems can record accumulated sales and cannot be turned back or

50
reset and they retain data in the event of power loss. Restaurants must comply with the brand standard for Baskin-
Robbins.

POS System Cost Range BR Standalone Restaurants only:

Annual Fees and


# of # of # of Initial Maintenance
Concept POS VDU Prep Cost Range

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

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

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

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

NOTE: Microsoft Operating System patching and anti-virus software license and associated updates and
management are included in your Annual Maintenance package noted above.
Definitions:
“VDU” refers to video display unit
“Annual Maintenance” includes POS System hardware maintenance, POS Software Maintenance, and Service
Desk. Unless specifically listed below, the maintenance cost above include updates and upgrades.
“Initial Cost” includes: Hardware (POS, scanner, printer, etc.), Software, Staging, Installation and Training
Materials, Service Desk and Maintenance. It does not include travel and other incidental costs associated with
training, if necessary. You and your employees must complete initial and ongoing training for Restaurant
Technology System as we require. This is a self-install and self-train model.

Scanners
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 integrated into the POS system which will be provided by the approved POS
vendor.

These prices do not include the following other required Restaurant Technology components, listed below:

1. Manager’s Workstation
We may require you to have a dedicated in-restaurant Manager’s Computer Workstation comprised of a computer,
printer and access to the Internet as provided by the Restaurant Technology System, and maintained in continual
operational condition. The workstation may also be used for other software and hosted services used in the
running of your business.

51
2. Nutritional Labeling Printer
As determined by controlling laws and regulations, you may be required to purchase, install and maintain in
continual operational condition, a label printer, specified by us, to provide information regarding the ingredients,
components and/or nutritional information for products which you sell. The initial cost of such a printer ranges
from $75 to $1,000, depending on the model selected.

3. Store Network
All Restaurants are required to have dedicated, high-speed Internet access for use with the POS and other
Restaurant Technology System components at the Restaurant. We require you to purchase business class high-
speed internet with a minimum Bandwidth of 16 Mbps (download) by 3 Mbps (upload) from a provider approved
by us, or in accordance with specifications set by us. Additionally, we require that you install, use and maintain in
continual operational condition a network firewall provided by a vendor approved by us. The hardware and
licensing range from $300 to $425. The installation cost ranges from $150 to $500. Monthly maintenance costs
range from $20 to $35, per store.

4. Service Desk and Maintenance Services (BR Standalone only)


You are required to use a Restaurant Technology System Service Desk provider approved by us which provides
first point of contact for assistance with your POS System and other components of your Restaurant Technology
System. The Service Desk troubleshoots malfunctioning systems, arranges for hardware and software repairs, and
answer questions about technology operations. A current Service Desk contract is required for each of your
restaurants. The maintenance and support fees for the POS range from $300 to $2,000 per restaurant, per year,
depending on your POS configuration.
5. Credit Card Processing Services / Payment Terminal Device
You are required to participate in our approved credit card program, which currently includes MasterCard, Visa,
American Express and Discover. Bank of America Merchant Services (“BAMS”) is the only currently approved
credit card processing vendor. You should expect to pay monthly bank and/or service fees for this service as well
as fixed and variable transactional fees for processing.

Each brand standard POS terminal accepting tender is required to be interconnected to the approved Payment
Terminal device with appropriate software to encrypt and tokenize the payment transactions provided by the vendor
approved by us. The cost for Payment Terminal Hardware and accessories range from $0 to $400, per terminal.
Installation costs per store range from $175 to $500. Annual hardware and software maintenance for Payment
Terminals range from $320 to $400. Variable costs depend on the number of payment terminals present.

In addition, stores are required to have “Clover-Go” from Bank of America Merchant Services (“BAMS”).
Hardware costs for “Clover-Go” range from $100 to $125

6. Stored Value Card


You are required to participate in the Stored Value Card (“SVC”) program. Customers can add stored value to their
cards with cash, credit card, debit card, mobile wallets or card issuer tender programs, and the amount of the
purchase that they make with the card is automatically deducted from its stored value. The approved POS system
has the SVC functionality integrated into the system, therefore no additional hardware is required. The ValueLink
pre-paid stored value card from Bank of America Merchant Services (“BAMS”) is the only currently approved
stored value card vendor. You should expect to pay weekly and/or monthly bank and/or service fees as well as
fixed and variable transaction fees for processing. As of the date of this disclosure document, a fee of 1.6 cents per
transaction is applicable to activations, reloads and purchases made using stored value cards in your restaurant.
These charges and fees will be adjusted as program costs change. As of date of this disclosure document, a fee of
1.6 cents per transaction is applicable to activations, reloads and purchases made using stored value cards in your
restaurant. These charges and fees may be adjusted as program and related costs change.

52
7. Menu Board System (Baskin-Robbins)
We require all new Restaurants or any Restaurant undergoing a remodel to install and maintain a Menu Board
system approved by us. The approved Menu Board solution has four magnetic boards with a center promotional
digital panel for presenting marketing content. The content is managed, reviewed and approved by Baskin-Robbins
Marketing and is updated on a regular basis. The current Menu Board system, inclusive of the digital panel, is
provided by the currently approved vendor, VGS, and the price is approximately $3,000, including support and
warranty.

8. Advance and Remote Ordering


We may require you to participate in advance and remote ordering programs, which enable customers to place
orders remotely, in advance. The ongoing cost of such a program may include: fixed monthly fees ranging from
$0 to $75 as well as a transaction fee ranging from 2% to 15% of the order amount. Initial configuration,
installation and hardware costs range from $150 to $2,600.

9. PCI/PA-DSS Products and Services


We require you to purchase certain PCI/PA-DSS products and services through a vendor approved by us, the cost
ranges between $10 to $20 per store per month Franchisees are solely responsible to meet all PCI requirements and
responsibilities and are required to complete the “Self-Assessment Questionnaire’ (SAQ) annually.
10. Payment Services
You may be required, in connection with your purchase of hardware, software and services from Restaurant
Technology System vendors, to pay a service fee to us or a third party for billing and administrative services we or
they provide. We have entered into agreements with certain Restaurant Technology System vendors pursuant to
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%.
11. 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.
12. Restaurant Systems POS/Back Office Technical Maintenance
We may require you to participate in the monthly maintenance program 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 $20.

Miscellaneous
Computer systems are vulnerable in varying degrees to computer viruses, bugs, power disruptions, communication
line disruptions, Internet access failures, Internet content failures, and attacks by hackers and other unauthorized
intruders (“Computer Problems”). It is your sole 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.
Dunkin’ Brands approved vendors may offer protection services or systems at then current pricing. Pricing per
Restaurant, per year can range from $85 to $200, based on services provided.

Access to Information:
We require that you provide us and your Restaurant Technology System vendors continuous independent access to
data from your Restaurant Technology System. There is no contractual limitation on our right to access or use the
information on your Restaurant Technology System.

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Combo Restaurants

Combo Restaurants must comply with the Restaurant Technology brand standard for Combo Restaurants and
cannot use POS Systems or other Restaurant Technology System components approved for Baskin-Robbins
Standalone Restaurants.
Your cost per Restaurant will depend, among other things, on your Restaurant's size and configuration, and the
system options you may choose. It may be more expensive to install approved equipment in an existing Restaurant
than in a new Restaurant. Hardware and software costs will vary according to the minimum configuration we
determine for your Restaurant, for example, the number of point of sale terminals, size of counter and presence of
drive thru, printers, digital displays screens, media players, prep stations and sandwich station devices, plus any
additional supported optional equipment you may choose.
Dunkin’ Donuts may designate certain additional equipment and/or technology as optional or required within your
restaurant. If such items are designated as required in the future, you will be responsible for complying with such
requirements.
Restaurant Technology System components for Combo Restaurants:
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. POS System Cost Ranges for Combo Restaurants:


We require you to process and record all your sales on a point-of-sale (“POS System”) that is approved by us for
Combo Restaurants. The approved POS systems can record accumulated sales and cannot be turned back or reset
and they retain data in the event of power loss.

Combo Approved minimum POS configurations and vendor prices are reflected below.

Operating Model Range of cost including hardware, Range of cost for annual hardware
software and installation and software maintenance

DD/BR w/Drive-Thru $33,000 - $39,000 $3,500 - $3,700

DD/BR w/o Drive-Thru $24,000 - $30,000 $2,800 - $3,000

Note: The ranges described above may include certain fees payable to us or our affiliates as repayment of the
intitial investment previously paid by us to the hardware and/or software vendor. Microsoft Operating System
patching and anti-virus software license and associated updates and management are included in your Annual
Maintenance package noted above. If you are buying an existing Restaurant with an approved cash register system,
the vendor may charge you a fee for the transfer of ownership of such system.

Scanners & PCD


Each DD 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 integrated into the POS system which will be provided by the approved POS
vendor. Each restaurant with a Drive Thru will be required to have a Price Confirmation Display (PCD) which will
be provided by the approved POS vendor.

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“Total Initial Cost” includes hardware, software, training, configuration, installation and deployment. You and
your employees must complete initial and ongoing training for the Restaurant Technology System as we require.
“Annual Maintenance” includes POS System hardware maintenance for Year 1, Year 2 and beyond and POS
Software Maintenance. Unless specifically listed below, the maintenance cost above include updates and upgrades.
Note that you may need additional POS equipment depending on the size and configuration of your Restaurant.

These prices DO NOT include the following other required Restaurant Technology components, listed below:

1. Back of House Software


We require you to utilize a Back of House (BOH) software system approved by us for Combo Restaurants that
supports functionality such as Cash Management, Labor Management, and Inventory Management. The monthly
cost for BOH software will range from $45 to $99 per store, per month.

2. Manager’s Workstation
We may require you to have a dedicated in-restaurant Manager’s Computer Workstation comprised of a computer,
printer and access to the Internet as provided by the Restaurant Technology System, and maintained in continual
operational condition. The workstation may also be used for other software and hosted services used in the
running of your business.

3. Store Network
We require you to use a managed, high-speed network solution approved by us, from a vendor approved by us, to
support Point of Sale registers (including Gift and Credit card and loyalty transactions), front/back office
applications (such as Inventory, Labor and Cash management), video surveillance systems, digital menu boards, in-
Restaurant music services, drive-thru timers, guest Wi-Fi, Dunkin’ Brands Online University learning programs,
and other technologies that we may require.
Franchisees are required to install “Store Network” provided and managed by a vendor approved by us. Firewall,
Internet equipment and managed services for the solution range from $275 to $350 per store per month, this cost is
includes certain PCI/PA-DSS products and services. Installation costs will range from $350 to $500 per store.
Franchisees are solely responsible to meet all PCI requirements and responsibilities and are required to complete
the “Self-Assessment Questionnaire’ (SAQ) annually.

4. Digital Signage
We require all new Restaurants or any Restaurant undergoing a remodel to install digital signage and maintain it in
continual operating condition. This includes a Digital Menu Board system provided by a vendor approved by us, as
well as software, firmware or cloud based subscriptions necessary to maintain the digital signage in accordance
with standards set by us.
Digital Menu Boards are required to be installed at Dunkin’ Donuts standalone restaurants and on the Dunkin’
Donuts side of Combo Restaurants. Digital Menu Board equipment requirements and cost ranges are reflected
below. Digital Menu Board equipment components include Display Panels, Media Players, Installation Kit, and
Warranty for the Display Panels and Media Players.
The brand standard for the Digital Menu Board system is a 4-Panel configuration. The standard 4-Panel
configuration includes 4 Media Players. Prices range from $9,500 to $11,200 depending on the size and model of
the display panels.

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Depending on the size and configuration of your Restaurant, and where we approve in writing, a 2-Panel
configuration may be used. A standard 2-Panel configuration includes 2 Media Players. Prices range from $5,500
to $6,300 depending on the size and model of the display panels.
Digital Menu Board System, Site Preparation and Installation Cost:
Costs for electrical and networking to support the Digital Menu Board system will range from $700 to $1,700
depending upon scope of work required.
Digital Menu Board System Ongoing Cost:
You must purchase Monthly Recurring Managed Services, comprised of hosting of the DMB solution software,
content management,, storage and distribution of DMB content, "Help Desk" or "Support Desk" support, and
proactive monitoring of the DMB solution at the restaurant. The monthly recurring service fee for a 4-Panel
configuration ranges from $62 to $100 per Restaurant. Your monthly cost will increase from $6 to10 per each
additional panel beyond a 4-panel configuration.

5. WiFi
You must provide customers with free, content-filtered WiFi wireless Internet access from a vendor approved by
us. Standard WiFi access is provided by our approved PCI/PA-DSS Products and Services provider at no
additional cost to you. Depending on the size and configuration of your restaurant, a one-time fee of
approximately $200 may be required to obtain an additional WiFi Access Point from our approved vendor.

6. Service Desk Services


You are required to use a Restaurant Technology System Service Desk provider approved by us which provides
first point of contact for assistance with your POS System and all other components of the Restaurant Technology
System that Cognizant supports. 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 from a vendor that we approve, is required for each of your
approved Restaurant Systems, and any certain other components of the Restaurant Technology System that the
Service Desk supports. The cost of a Service Desk contract ranges from $450 to$825 per restaurant, per year.

7. Drive Thru Monitoring System


To enable both in-Restaurant and remote measurement of the drive thru servicing times by key activities, we
require you to purchase and install a drive thru monitoring system. We require you to purchase, install and
maintain this system from an approved vendor. Price ranges are from $2,500 to $3,000 depending on the type of
system installed. Annual 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 a digital drive thru audio system from one of our approved
vendors. The cost for digital drive thru audio equipment ranges from $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 our then-current approved credit card program, which currently includes
MasterCard, Visa, American Express and Discover. Bank of America Merchant Services (“BAMS”) is the only
currently approved credit card processing vendor. You should expect to pay monthly bank and/or service fees for
this service as well as fixed and variable transactional fees for processing.
Each brand standard POS terminal accepting tender is required to be interconnected to the approved Payment
Terminal device with appropriate software to encrypt and tokenize the payment transactions provided by the vendor
approved by us. The costs for Payment Terminal hardware and accessories range from $0 to $400 per terminal.
Installation costs per store range from $175 to $500. Annual hardware and software maintenance for Payment

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Terminals range from $320 to $400. Variable costs depend on the number of Payment Terminals present. In
addition, stores could purchase spare payment terminals for their stores and the cost ranges from $375 to $450.
Annual hardware and software maintenance for the spare Payment Terminals range from $320 to $400. Installation
costs per store range from $175 to $500.

10. Stored Value Card


You are required to participate in the Stored Value Card (“SVC”) program. Customers can add stored value to their
cards with cash, a credit card or debit card, mobile wallets or card issuer tender programs and the amount of the
purchase that they make with the card is automatically deducted from its stored value. The approved POS has the
SVC functionality integrated into the system, therefore no additional hardware is required. The ValueLink pre-paid
stored value card from Bank of America Merchant Services (“BAMS”) is the only currently approved stored value
card vendor. You should expect to pay weekly and/or monthly bank and/or service fees as well as fixed and
variable transaction fees for processing. As of April 29, 2018, a fee of 12 cents per transaction will be applicable to
purchases made using stored value cards in your restaurant. These charges and fees may be adjusted as program
and related costs change.

11. Data Availability


You may be required to purchase Data Availability services 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 JDA back office
system from a start date of February 2011. Annual fees for required Data Availability are $36 per year, per
Restaurant.

12. In-Restaurant Music Service


You may be required to participate in an in-Restaurant music program to provide music and marketing content
approved by us. We may require you to purchase, install and maintain the system from a vendor approved by us,
including a secondary, dedicated high-speed internet access service. All costs depend on the type of system
installed, and the size and configuration of your Restaurant.

13. Advance and Remote Ordering


We may require you to participate in advance and remote ordering, which enables customers to place orders
remotely, in advance. The ongoing cost of such a program may include: fixed monthly fees ranging from $0 to $40
as well as a transaction fee ranging from 2%-15% of the order amount. Initial configuration, installation and
hardware costs range from $150 to $2,600.
14. Payment Services
You may be required, in connection with your purchase of hardware, software and services from Restaurant
Technology System vendors, to pay a service fee to us or a third party for billing and administrative services we or
they provide. We have entered into agreements with certain Restaurant Technology System vendors pursuant to
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%.
15. Restaurant Systems POS/Back Office Technical Maintenance
We may require you to participate in the a monthly maintenance program 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 $20.

Estimated Costs of Standard Optional Equipment (below), which are also available, but not required:
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.

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1. Coin Changer
Franchisees are encouraged to install coin changers in their Restaurants. The only approved coin changers can be
purchased 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 price
ranges from $90 to $125 per site. Price ranges will vary depending on the number of Coin Changers and Coin
Canisters installed.

2. Video Surveillance
To enable franchisees to have both store 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 your POS System. If
integrated directly with the Restaurant Technology System or POS, we require you to purchase this system from a
vendor approved by us. The current video surveillance vendors approved for POS integration are March Networks
and DTT, Inc. Initial costs range from $300 to $13,000 depending on the number of DVRs and cameras installed.
Annual subscription or maintenance price ranges are from $600 to $5,200 per site per year. Initial user setup fees
will 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 dollars per user, per year.

3. Data Archiving
Beginning in February, 2011, JDA began offering a data archiving service to enable long term data retention for
time punch and transaction-level sales data provided by JDA. This data archiving service makes data available
through the JDA back office system for data that is older than 18 months (as 18 months of data is covered by the
Data Availability Service) from February, 2011 through 8 years, on a rolling basis from a start date of February
2011. Annual fees for required Data Archiving are $36 per year per Restaurant. Franchisees may opt out of Data
Archiving, beginning in month 19 by providing thirty (30) days’ notice to NCR prior to the next quarterly billing
cycle; provided, however, a onetime re-activation fee of $1,500 plus all past monthly fees will be charged to
reinstate the Data Archiving services.

4. Franchisee Business Intelligence


Franchisee Business Intelligence (BI) is the currently approved above-store business intelligence reporting system
that receives data nightly from the approved POS system. This tool will provide Franchisees the ability to have
better insight into product sales trends as well as the effectiveness of programs and promotions in their networks.
All approved POS system restaurants may be optionally be enrolled in the Franchisee BI program at a cost from $9
to $15 per restaurant, per month. A single data feed for a Franchisee’s network is available at a cost of
approximately $50 per network per month. Additionally, a network level data feed is available for a cost from $50
to $75 per franchisee network. Franchisees may opt out of BI by providing thirty (30) days’ notice prior to the next
billing cycle. We may offer alternative business analytics tools, which may range in cost from $8 to $56 per store,
per month.

Miscellaneous
Computer systems are vulnerable in varying degrees to computer viruses, bugs, power disruptions, communication
line disruptions, Internet access failures, Internet content failures, and attacks by hackers and other unauthorized
intruders (“Computer Problems”). It is your sole 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.
Dunkin’ Brands approved vendors may offer protection services or systems at then current pricing. Pricing per
Restaurant, per year can range from $85 to $600 based on services provided.

Access to Information
We require that you provide us and your Restaurant Technology System vendors’ continuous independent access to
data from your Restaurant Technology System through an approved high-speed network solution by the Store

58
Network.. There is no contractual limitation on our right to access or use the information on your Restaurant
Technology System.

D. Training:
You must at all times manage your first Restaurant with at least one person who must be you or another partner,
shareholder (of your corporation) or “member” (of your limited liability company) and who has successfully
completed our required training program, which may vary based on your role in your organization.
Successful completion means:
• Achieving a passing score of 85% on all written or verbal tests that are taken at the end of each week;
• Completing all required homework and online learning.
• Adhering to our Student Expectations, as amended from time to time.
Failure to meet any of the above will result in you being dismissed from the training program. You must also
achieve proficiency in all aspects of the business as determined by us. If you do not successfully complete our
training requirements, including initial brand training, you will not be granted a franchise regardless of whether you
were previously approved to be a franchisee.
If you wish to own and operate multiple Restaurants, you must continuously employ a minimum number of
managers who have successfully completed all applicable U training courses, in accordance with our standards for
multi-unit development and operation. If additional people from your organization want or need to complete Brand
Training to meet these requirements, there will be a charge per learner per class. This charge will be above and
beyond the travel/lodging, meals and your payroll costs and is payable prior to confirmation of enrollment.
You and your Restaurant managers must have literacy and fluency in the English language sufficient, in our good
faith opinion, to satisfactorily complete our training program and to communicate with employees, guests, and
suppliers.
Attendees to our training programs are required to abide by the then-current dress code policy for restaurant crew
and managers.
If you are developing or purchasing a Combo Restaurant, you must successfully and timely complete our training
requirements for both brands prior to transfer or opening of your restaurant.
If you do not successfully and timely complete all training requirements, including all initial training requirements,
you will not be granted a franchise (and we will have the right to terminate the Franchise Agreement if it was
signed anticipating that you (or your team) would successfully and timely complete initial training).
You may be required to participate in an In-Restaurant Evaluation of two days before starting the training program
described below.
Our training programs are regularly reviewed and updated.

Baskin-Robbins Training Program


As of the date this Disclosure Document, we are in the midst of relocating our training facility from Burbank, CA
to Braintree, MA and updating our training programs. We expect to begin training in our new facility in May 2018.
Accordingly, the information in the tables below may change.

(1) The Baskin-Robbins initial training program takes a total of 15 days (not including online training). There are
8-12 cycles a year. Cycles can be cancelled at our discretion. The training program consists of 5 days of
Foundations Training conducted in the Dunkin Brands University (DBU) in Braintree, MA and a 5 day Dessert
Operations training program conducted at the Dunkin Brands University (DBU) in Braintree, MA. We also require
a total of 5 days of Restaurant operations training in a designated training Restaurant consisting of instructor
demonstrations on how to store, merchandise, serve and package products sold in a Restaurant, followed by student

59
practice serving guests. We do not assure you that a training facility will be available close to your home or that
you can avoid travel, hotel and meals expenses during such training.
Note: The classroom and in-Restaurant time is based on 8 ½ hour days.

SUBJECT HOURS OF HOURS OF NATURE OF


CLASSROOM RESTAURANT INSTRUCTIONAL LOCATION
TRAINING* OPERATIONS MATERIALS
TRAINING
Foundations Training 40-50 hours Retail Operations Manual, Dunkin’
Week 1 Training Manuals, job aids, Brands
workbooks, handouts, online University
U training Braintree, MA
Dessert Management -- 40-50 hours Retail Operations Manual, Dunkin’
Training Training Manuals, job aids, Brands
Week 2 workbooks, handouts, and University
online U training Braintree, MA
Restaurant Operations 40-50 hours Dessert Operations Manual, Training
Training Training Manuals, job aids, Restaurants
Week 3 workbooks, handouts, and (Burbank,
online U training Glendale, and
Pasadena, CA
or at another
location
determined by
us.)
TOTAL 80-100 hours 40-50 hours

*Classroom training is conducted at the Baskin-Robbins Training Facility in Braintree, Massachusetts. Some or all
of the Restaurant operations training may be conducted at the training facilities in Braintree, Massachusetts or at
another location determined by us. There may be additional time needed to achieve required competency levels,
which may be conducted at a location other than the training facilities in Braintree, Massachusetts as determined by
us.

As of the date this Disclosure Document was prepared, we are working with consultants to review our training
program which may modify the subject matter and time. . This may increase your cost for travel, hotels and meals
for you.

Online Training:
Some of our required classes are only offered on the Internet and are referred to below as online training. These
classes will require approximately 16 hours to complete. This is in addition to the classes listed above. The
amount of time listed under Online Training is approximate. It may take more or less time.

SUBJECT HOURS OF ONLINE TRAINING


Business Management Training 5.0 hours
Dessert Management Training 4.0 Hours
Brand Training 7.0 Hours
TOTAL 16 hours

(2) As of March, 2017, our formal, full-time training staff consisted of one Senior Manager, Field Learning and 5
Trainers assigned to the training program. Most of this staff was previously employed as Restaurant managers in
our brands or the Quick Service Restaurant industry. The Trainers average tenure with Baskin-Robbins and its
predecessors is 10 years. See table below:

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SUBJECT INSTRUCTORS LENGTH OF
EXPERIENCE EXPERIENCE IN LENGTH OF TIME
THE FIELD WITH THE
RELATED TO FRANCHISOR
THE SUBJECT
Brand Training Week 1 1-15 years 10-22 years 10 years
Brand Training Week 2 1-15 years 10-22 years 10 years
Dessert Management Week 3 1-15 years 22 years 14 years

Additional Training:
In addition, for your first Restaurant, we may require you to participate for 2 days in the opening of another
Restaurant.

(3) Who Must and May Attend:

Who Must Attend Cost to attend Who May Cost to attend


Training Attend Training Training Program
Program
BR Standalone
Franchisee Included in IFF One Additional Included in IFF
New Build
Candidate Person

Any Additional $1,500.00 per person


Person (over and
above 2 included)
BR Standalone
Franchisee $1,600.00 * Any Additional $1,500.00 per person
Existing Restaurant
Candidate Person
BR Express/APOD
Franchisee $1,000.00 * Any Additional $1,000.00 per person
Existing Restaurant
Candidate Person
Substantial Franchisee
Persons with Included in IFF Any Additional $1,500.00 per person
(If one or more of the
Operational up to 5 persons Person (above 5)
owners is the person
Responsibility
with operational
responsibilities, then (e.g. VP or
that owner must Director of
complete the standard Operations)
training requirements)

* See Training Cost below.


(4) Training Cost:
We pay the cost of presenting the initial training program, however, if you are purchasing an existing Restaurant,
you must pay an initial training fee of $1,600 to cover initial annual subscription costs for Guest Satisfaction
Measurement Tool, and certain training materials, including the cost of certain manuals, posters, aids, Baskin-
Robbins dessert decorating kit and booklets for all Standalone Restaurants Online Training (plus the then-current
annual online access fee currently $300 per Restaurant). This initial training fee is reduced to $1,500 for additional
people who attend training in connection with the purchase of an existing Restaurant. If you are purchasing an
existing Baskin-Robbins Express, you will pay $1,000 and $1,000 for each additional person thereafter, plus the

61
then-current annual online access fee (currently $300 per Restaurant). The online access fee is nonrefundable. You
will be required to agree to our Intranet Terms of Use (which we may update from time to time).
You must also pay for the sanitation exam, uniforms, salaries, accommodations and travel expenses, if any, for you
and your employees. If you attend the initial training program in a location other than one of our training facilities,
then you may be charged certain additional costs such as your portion of the costs for the meeting room. You must
also pay for later training programs that we may conduct. Attendees at our training facilities are required to execute
a Participant Agreement (Exhibit H). Also see Item 7.

(5) We believe training is important to the success of the Baskin-Robbins brand and from time to time provide
formal and informal training sessions to franchisees. From time to time we may require you and your employees to
attend further training. This training may require travel to our training facility or other locations chosen by us.

Substantial Franchisee Training


For “substantial” franchisees, the owners of the franchisee entity may have modified training requirements. As of
the date this Disclosure Document was prepared, a “substantial” franchisee was defined by us to mean a: (1) a
publicly-traded corporation; (2) an owner of more than fifteen quick service restaurants and other retail businesses;
(3) an owner of a lodging business with more than five operating units; or (4) a retailer with a minimum of
$10,000,000 in annual sales. The owners of a substantial franchisee may not be required to complete our standard
training requirements, but instead (unless owners of a publicly-traded company) may be required to successfully
complete the 4 day franchise business management overview, reduced in-Restaurant training, food safety training,
and possibly other abbreviated training. It is in our sole discretion whether the substantial franchisee will be
required to complete our standard training requirements or modified training program.
In the case of a substantial franchisee, we require that the person with operational responsibilities within the
franchisee entity (e.g., V.P. or Director of Operations), successfully complete our standard training requirements (as
opposed to the modified training discussed above). If one or more of the owners is the person with operational
responsibilities, then that owner must complete the standard training requirements. If the substantial franchisee
commits to multiple Restaurants, the first Restaurant the franchisee opens/operates may become the training
Restaurant for the remainder of the Restaurants to be opened/operated by the franchisee entity. This first
Restaurant may have a franchisee employee, trained and approved by us, who will conduct Brand Training for
employees of franchisee’s subsequent Restaurants. We reserve the right to modify or eliminate this substantial
franchisee program.

Web-based Training:
Our online training program, referred to as “Dunkin’ Brands Online University” is the required training program for
franchisees, managers and their crew.
You will be required to have on-site a broad-band high speed Internet connection and a PC (personal computer) or
laptop computer capable of accessing the Internet and using our online program. For any on-site training programs,
you will need to bring a laptop computer(s) with you so that you and your manager can individually access and
complete the online portion of the training. This (these) laptop(s) must have high speed internet access capabilities.
You will be required to sign our Intranet Terms of Use (which we may update from time to time) and pay an annual
online access fee. The current annual online access fee is $300 per Restaurant. The online access fee is non-
refundable.

Other Training:
You must ensure that all your employees are trained in our Restaurant standards and required procedures.
We believe training is important to the success of our Systems and from time to time provide formal and informal
training sessions to franchisees. You must attend and require your employees to attend further training as we may
from time to time require. This training may require travel to our training facility. Some training programs or
systems may require the payment of fees.

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Operations Manuals
We are in the process of transitioning from paper copies of the Restaurant operations management manual(s) to
electronic copies. We will provide you access to and training for “Ops Source” where you can use and download
electronic copies of all manuals for each System that you are franchised to operate. Each operations manual
contains mandatory and suggested standards, operating procedures and rules prescribed by us for that System. The
operations manuals are 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.

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Item 12: Territory
Your right to operate a Restaurant pursuant to a Franchise Agreement is limited solely to the location set forth in
the franchise agreement. You are not granted any minimum territory.
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 or competitive brands that we control. You do not have the right to
distribute products through 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 absolute 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 (e.g., in packaged form or otherwise), regardless of
the proximity to your location, through any distribution methods or channels. These other sources of distribution
could compete with you. We reserve the absolute right to distribute goods or services through the use of the
Internet or other electronic communications, telephone, mail or similar methods, regardless of the destination of the
products or services. We retain the sole right to use our trademarks on the Internet, including in connection with
Web sites, domain names, directory addresses, metatags, as graphic images on web pages, linking, advertising, co-
branding, and other arrangements. You may not maintain a Web site. If we do ever approve of a Web site that you
promote and develop, we 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 agreement. This paragraph applies regardless of whether or not you are granted a Store Development
Area.
Under the terms of the Franchise Agreement, you do not have the right to relocate your Restaurant. If you request
relocation you must obtain our prior written approval for the site and meet our then-current criteria for relocation.
Our approval process is substantially the same process we use in approving a new location. In addition, you must
be current with all your obligations to us and must sign our then-current Franchise Agreement, with all then-current
on-going fees, for a term equal to the term remaining on your Franchise Agreement for the previous location.
There is no new initial franchise fee paid to us for relocation unless we grant you term greater than the term
remaining on the Franchise Agreement for the previous location. In the event we agree to grant you additional
term, you must pay us a prorated Initial Franchise Fee for the additional term. All requests to relocate your
Restaurant must be made in writing.
Unless you have signed a Store Development Agreement with us, you do not have a right to develop and open
additional Restaurants. You do not have any options or similar rights to acquire additional Restaurants.

Store Development Agreement


An SDA is a store development 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 people who can compete
with you in your effort to find qualified sites for development of new Restaurants within your Store Development
Area during its term. This does not mean that you have any exclusive right to any potential customer base for your
Restaurant(s). You also have no rights relating to the distribution channels referenced above in this Item 12. If you
execute an SDA, under certain conditions you will have the first opportunity for special distribution opportunities
inside your Store Development Area during the term of your Store Development Agreement. This first opportunity
is conditioned upon your compliance with all material provisions of your agreements with our affiliates and us,
your meeting our criteria for expansion and the permission of the party that controls the special distribution
opportunity. You do not have any other rights to pursue special distribution opportunities.
Our rights are intended to maximize potential distribution of Baskin-Robbins products within the Store
Development Area. Typically, Store Development Areas are relatively limited in size and scope. The Store
Development Area’s size and development requirements may reflect other factors, including the SDA's term, the
number of Restaurants to be developed, length of time to develop Restaurants in the area, retail shopping facilities,
major employment centers, transportation centers (train stations, bus terminals, etc.), key traffic intersections,
interstate highway ramps, and population.

64
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
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 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 location must be approved by us in writing and meet our design
standards. If you do not continue to meet our then-current guidelines for multi-Restaurant development and ownership,
our approval of your development or opening of scheduled Restaurants may be withheld. You are granted limited
rights of development exclusivity during the term of the SDA.
If we approve your addition of a Dunkin’ Donuts restaurant to your Restaurant, you will pay to our affiliate,
Dunkin’ Donuts, their then-current franchise fee and you will need to execute a Combo Franchise Agreement. (See
Item 5).

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Item 13: Trademarks
The Franchise Agreement gives you the right to operate a Restaurant under the “Baskin-Robbins” trademark. By
trademark, we mean trade names, trademarks, service marks, emblems, designs, merchandising devices and logos
used to identify your Restaurant (collectively “Trademarks”). You may also be authorized to 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 a corporate, limited liability company (LLC), other entity name, e-mail address, electronic
identifier, or Internet domain name. You cannot use any of our company names or Trademarks with modifying
words, designs or symbols, except for those we license to you. For example, your business name may not include
any of our company names or Trademarks or any variation of them (like “Baskin-Robbins”, “Baskin”, “BR”,”31
Flavors”) and you may not use your name in connection with our Trademarks in advertising your Restaurant (such
as “John Smith’s Baskin-Robbins”). You may not use any of our company names or Trademarks for the sale of any
unauthorized product or service or in a manner we have not authorized in writing. These Trademarks may only be
used by you for the purpose of operating a Restaurant and cannot be used for any purpose or in any manner not
authorized by us. You may only use our Trademarks on vehicles if you first obtain our written consent.
Whenever we state that we “own” the Trademarks, we mean that we own them indirectly, through our affiliate, BR
IP Holder LLC (see Item 1). No agreement limits our right to use or license the use of the Trademarks related to
the franchise.
The Trademarks and service marks listed below are registered on the Principal Register in the United States Patent
and Trademark Office on the date shown and all affidavits required to preserve and renew these Trademarks have
been timely filed.

BASKIN-ROBBINS Registration No. 1,185,045


Registration Date: January 5, 1982
BASKIN B 31 R ROBBINS (Horizontal logo in Color) Registration No.: 3,346,956
Registration Date: December 4, 2007
B 31 R (Icon in Color) Registration No.: 3,346,955
Registration Date: December 4, 2007
B 31 R BASKIN ROBBINS (Stacked in Color) Registration No.: 3,346,957
Registration Date: December 4, 2007
B 31 R BASKIN ROBBINS (Side Stacked in Color) Registration No.: 3,346,954
Registration Date: December 4, 2007
B 31 R Express & Circle Cone Design (color) Registration No.: 3,779,293
Registration Date: April 20, 2010
B 31 R Express & Circle Cone Design (b/w) Registration No.: 3,779,292
Registration Date: April 20, 2010
There are no effective material determinations of the Patent and Trademark Office, Trademark Trial and Appeal
Board, or any state trademark administrator or any court. There is 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.
There is no agreement that limits our right to use or license the use of the Baskin-Robbins trademarks related to the
franchise.
You must notify us immediately when you learn about an infringement of or challenge to your use of our
Trademark. We will take the action we think appropriate. We will indemnify you against claims arising from your

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approved use of the Trademarks. We have the right to control all administrative proceedings or litigation involving
our Trademarks. In the event we undertake the defense or prosecution of any such proceeding or 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.
You must modify or discontinue the use of a Trademark if we modify or discontinue it. If this happens, we are not
required to reimburse you for your tangible costs of compliance (for example, changing signs). You must not
directly or indirectly contest our right to our Trademarks, trade secrets or business techniques that are part of our
business.

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Item 14: Patents, Copyrights, and Proprietary Information
No patents or registered copyrights are material to the franchise. We do, however, claim copyright interests in our
training manuals, magazines, posters, toys, pamphlets, brochures, television advertisements and all other printed
and pictorial materials that we produce, although these materials have not been registered with the Copyright Office
of the Library of Congress. These materials are proprietary and confidential and are considered our property. They
may be used by you only as long as you are a franchisee, and only as provided in your Franchise Agreement.
You do not receive the right to use an item covered by a patent or copyright unless it is expressly incorporated as
proprietary information in our operations manuals. You may use these materials, in the manner we approve, in the
operation of your Store during the term of your Franchise Agreement. However, you may not use these materials in
any other way for your own benefit, or communicate or disclose them to, or use them for the benefit of, any other
person or entity. These materials include any trade secrets, knowledge or know-how, confidential information,
advertising, marketing, designs, plans, or methods of operation. This includes information about our sources of
supply, and our recommendations on pricing. You may disclose this information to your employees, but only to the
extent necessary to operate the business, and then only while your Franchise Agreement is in effect. You must also
promptly tell us when you learn about unauthorized uses, or challenges to our uses, of this proprietary information.
We are not obligated to take any action, but will respond to this information as we think appropriate. There are no
infringing uses known to us, which could materially affect your use of the copyrights.
There is no effective decision, ruling or order of the United States Patent and Trademark Office, Copyright Office
of the Library of Congress or any court, which could materially affect the ownership or use of any patents or
copyrighted materials. Our right to use or license these patents and copyrighted items is not materially limited by
any agreement or known infringing use.
There are no agreements currently in effect, which significantly limit our rights to use, or license the use of, such
patents or copyrights in any manner material to you.
We may use and incorporate into any System, changes and improvements that you or your employees or
contractors develop. We do not have an obligation to you or the developer of these changes or improvements in
connection with such use.
Whenever we state that we “own” this intellectual property, we mean that we own them indirectly, through our
affiliate, BR IP Holder LLC (see Item 1).

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

Development of your business:


If you have an SDA, in addition to managing individual Restaurant 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.
Because this is primarily a cash business, you must have effective, vigilant cash management procedures to avoid
employee theft.
You can minimize these demands on you personally by attracting, motivating and retaining capable development,
supervisory, production, transportation and sales personnel. We may provide you with certain suggested basic
procedures and guidelines to use in recruiting, training and motivating your personnel. However, recruiting,
training and motivating employees are your responsibility.

Operation of your Restaurant(s):


As a new franchisee of an individual Restaurant, you may expect to perform a substantial amount of manual labor,
especially during the first year of operation. Depending on the sales volume of the Restaurant, you should expect to
work a full shift in the Restaurant every day. If sales and profits are high, you may not be required to do this, 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). 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 and partners (as applicable) must personally guarantee
such 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 franchise agreement. A personal guarantee is also required for any financing you obtain from or through us.
If you have an SDA, you are permitted to form subsidiary corporations, LLCs or partnerships for each Restaurant
you open. You (together with your majority shareholder or partner) must retain at least a 51% interest in each
subsidiary and all developers who sign the SDA must have an interest in each subsidiary. All changes to ownership
structure are subject to approval by us and subject to re-qualification, as necessary. All new minority shareholders
of the subsidiaries must be approved by us and must sign a personal guarantee.

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Item 16: Restrictions on What the Franchisee May Sell
We require you to confine your business to the operation of a Restaurant. You may not conduct any other business or
activity at the Restaurant without our prior written approval.
You may only offer or sell products approved by us and you must offer for sale the full menu prescribed by us. We
may add, delete or change approved products that you are required to offer from time to time. There are no limits on
our right to do so. If you have a Baskin-Robbins Express Restaurant, the menu prescribed by us may be different than
the full menu required in our traditional stores.
In offering products for sale, you may only use products, materials, ingredients, supplies, paper goods, uniforms,
fixtures, furnishings, signs, equipment approved by us and you must follow methods of product preparation and
delivery that meet our requirements.
We impose no customer restrictions on the sale of products at your Restaurant, however, your franchise is limited to
one location and all sales must be made from that location. You are not permitted to sell or distribute goods or
services through the use of the Internet or other electronic communications.

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Item 17: Renewal, Termination, Transfer and Dispute Resolution

THE FRANCHISE RELATIONSHIP

Table 17A: Franchise and Related Agreements


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

Name of Document Abbreviation


Franchise Agreement FA
Dunkin’ Donuts/Baskin-Robbins Combo Franchise Agreement Combo FA
Rider to Contract for Sale Rider to Contract
Contract for Sale Contract for Sale
Agreement to Transfer by the Sale of Assets Transfer Agr.
Agreement to Transfer by the Sale of Stock Stock Transfer Agr.
Temporary Operating Agreement TOA
Sublease Sublease
Store Transfer Sales Increase Incentive Offer Addendum to FA Transfer Incentive Add.
Assignment of Franchise Agreement Assign of FA
BR Development Incentive BR Dev. Incentive
Addendum to SDA & FA or Addendum to FA (as applicable)
BR Relocation Incentive Offer to Select Baskin-Robbins BR Relo Offer
Restaurants
BR Military Veterans Development Incentive Veterans Incentive
Option to Assume Lease (3 Party & 4 Party) Opt. to Assume
Contract for Development and Construction CDC
BR Incentive For New Combo Openings Combo Incentive
Incentive for an Addition of a Baskin-Robbins to an Existing BR to DD Incentive
Dunkin’ Donuts Restaurant
Lease Option Agreement Lease Option
Termination Agreement Termination Agr.
Dunkin’ Brands Intranet Terms of Use Agreement Intranet Terms

Provision Section in franchise or other Summary


agreements
a. Length of the FA: Contract Data B, §1 Typically 20 years (except Baskin-Robbins
franchise term Combo FA: Contract Data B, §1 APOD/Express which is typically 5 or 10 years).
Rider to Contract: 2.3.C. If you buy an existing Restaurant, you will obtain
the remaining term of your seller’s franchise. See
Note 1.
b. Renewal or FA: §2.4(b) FA & Combo FA: Conditional Renewal. See
extension of the Combo FA: §2.4(b) Note 2.
term Transfer Agr.: §5.4
BR Relo Offer: §B.1.
BR to DD Incentive: §1b

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Provision Section in franchise or other Summary
agreements
c. Requirements for FA: §2.4(b) FA & Combo FA: Conditional Renewal for
Franchisee to Combo FA: §2.4(b) additional term of 20 years if, and only if, all
renew or extend BR Remodel Offer: §B. - §I. requirements are met. You must: give written
BR Relo Offer: §B.1., §F notice of election to renew, be in compliance with
standards and other obligations, execute then-
current Franchise Agreement, have the site and
terms of lease approved by us, pay a then-current
renewal fee, execute a termination of franchise
agreement and mutual general release, and
remodel Restaurant according to specifications. If
you lease the premises from us, we have no
obligation to extend any prime lease for the
Renewal Term. See Note 2.

BR Relo Offer: You must relocate and reopen


your Restaurant by a specified date. The
Restaurant must be developed at an approved
location using our then current requirements, at
least one year early, comply with standards and
other obligations, and execute the then-current
Franchise Agreement. If you comply with the
requirements of the Offer, you may be granted
additional term at no cost. You may also be
eligible to purchase additional term at current
fees.
d. Termination by FA: Not applicable You do not have the right to unilaterally terminate
Franchisee Sublease: §8.1 the Franchise Agreement.
e. Termination by FA: Not applicable We may terminate the TOA at any time with or
Franchisor Combo FA: Not applicable without cause.
without cause TOA
Sublease: §13.7
Intranet Terms: End User Agr.
§3

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Provision Section in franchise or other Summary
agreements
f. Termination by FA: §14 FA & Combo FA: We can terminate the
Franchisor with Combo FA: §14 Franchise Agreement if you commit a default that
cause Sublease: §9 cannot be cured or fail to timely cure a default that
Lease Option: §2 may be cured under your franchise agreement for
Opt. to Assume: §3 the location, or any other franchise agreement you
BR Relo Offer: §C have with us, or any of our affiliates or
CDC: §3(ix), §8(i), Ex. E subsidiaries, for this or any other location by
reason of a default under sections 14.0.3, 14.0.4 or
14.0.5.
BR Relo Offer: If you do not complete the
relocation of the Restaurant and re-open by a
specified date, we may void the Offer.
Lease Option & Opt. to Assume: If Franchise
Agreement is terminated for any reason,
Franchisor may assume your lease.
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.
g. "Cause" defined FA: §14.0.1, §14.1 - §14.1.4, Except where your state’s law may provide
– curable defaults §14.3, §14.4.1 - §14.4.2, §14.4.5 otherwise, the following cure periods apply:
Combo FA: §14.0.1, §14.1 - hazardous situations must be cured “on demand”;
§14.1.4, §14.3, §14.4.1 - §14.4.2, violations of any law, regulation, order or our
§14.4.5 standard relating to health, sanitation or safety
Sublease: §9.1 - §9.3 must be cured within 24 hours after notice; your
failure to keep the Restaurant open for business
must be cured within 24 hours after notice; your
failure to maintain insurance or to pay when due
any monies owing to us must be cured within 7
days after notice; all defaults not listed above or in
section h. below must be cured within 30 days
after notice. See Note 3.

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Provision Section in franchise or other Summary
agreements
h. "Cause" defined FA: §14.0.2 - §14.0.6, §14.2, FA & Combo FA: The following defaults cannot
– non-curable §14.3 be cured by you: (i) insolvency, assignment for
defaults Combo FA: §14.0.2 - §14.0.6, the benefit of creditors, or bankruptcy or
§14.2, §14.3 insolvency proceeding are filed by or for you; or
Sublease: §9.1 (ii) if you are convicted of or plead guilty or “nolo
BR Dev. Incentive: §1a, 1b, contendere” to a felony, a crime involving moral
2.b., §3.c. turpitude, or any other crime or offense that we
Combo Incentive: §1a, 1b believe is injurious to the System or if you have
Veterans Incentive: §1. - §2. committed a fraud upon us or a third party relating
BR to DD Incentive: §1a to the business; or (iii) if you permit the use of the
Restaurant premises for any illegal or unauthorized
purpose, including substitution of unapproved
products; or (iv) if any other franchise agreement
between you (or your affiliates) and BR (or any of
our affiliates) is terminated because of your default
(or that of your affiliate); or (v) if you abandon the
Restaurant; or (vi) if you intentionally under-
report Gross Sales, falsify financial data or
otherwise commit an act of fraud with respect to
your acquisition or operation of the franchise or
your rights or obligations under the Franchise
Agreement; or (vii) if your sublease for the
Restaurant is terminated because of your default;
or (viii) after you receive 3 notices-to-cure for the
same or a substantially similar default in any
immediately preceding 12 month period, any later
recurrence of such a default can not be cured,
even if you cured the earlier defaults. See Note 3.
BR Dev. Incentive: If you do not open the
Restaurant by the date agreed upon in your SDA
or Conditional Site Approval Letter, as applicable,
you will pay the difference between the Reduced
IFF installment amount previously paid and the
full amount and you will not receive a reduction
in the CFF.
Veterans Incentive: If you do not open the
Restaurant(s) by the Required Opening Date(s) in
your SDA, you will not receive a reduction in the
CFF. If you do not open the first Restaurant by
the Required Opening Date you will not receive a
waiver of the IFF for the first Restaurant that you
open.

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Provision Section in franchise or other Summary
agreements
i. Franchisee’s FA: §10.2 - §10.4, §14.4.4, Upon expiration or termination, you must (i) pay
obligations on §14.6 - §14.8, §16.0 all monies owed, including any fees and interest,
termination/ non- Combo FA: §10.2 - §10.4, within ten days, (ii) cease to operate the
renewal §14.4.4, §14.6 - §14.8, Restaurant, (iii) cease holding yourself out as our
§16.0 franchisee and using any Proprietary Marks, trade
Sublease: §5.12, §9.5 secrets, confidential information, and manuals,
Lease Option (iv) return all operating manuals and other
Opt. to Assume §4 materials in your possession, (v) disconnect or
TOA: terminate any telephone listings and/or fictitious
Termination Agr: §2 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 FA: §13.0 FA & Combo FA: We may assign the Franchise
contract by Combo FA: §13.0 Agreement to any entity that agrees to assume our
Franchisor Sublease §6.1 obligations. If your Franchise Agreement is
CDC: §8 (vi) signed by more than one franchisor, you may be
Lease Option: §4C asked to replace the contract with the same
contract, signed only by one of the affiliated
companies.

k. "Transfer" by FA: §13.1 A “transfer” by you is any sale, assignment,


Franchisee - Combo FA: §13.1 transfer, conveyance, gift, pledge, mortgage or
defined Transfer Incentive Add.: §4 other encumbrance of any interest in either the
Contract for Sale: §7 Franchise Agreement, the franchise itself, or any
CDC: §8 (xii) proprietorship, partnership, limited liability
company (“LLC”) or corporation which owns any
interest in the franchise, to any person, persons,
partnership, association, LLC or corporation,
whether by contract, operation of law or
otherwise.
Transfer Incentive: non-transferable if restaurant
is sold prior to receiving the credit.
l. Franchisor FA: §13.1 You are not permitted to transfer any interest in
approval of Combo FA: §13.1 the Franchise Agreement or in the proprietorship,
transfer by Rider to Contract partnership, corporation or LLC which owns any
Franchisee Transfer Agr. interest in the franchise, without our prior written
Stock Transfer Agr. consent. We will not unreasonably withhold such
Sublease : §6.2 - §6.3 consent if your transfer meets all of our
Contract for Sale: §7 conditions.
CDC: §8 (xii)
75
Provision Section in franchise or other Summary
agreements
m. Conditions for FA: §13.1 - §13.4 Your transfer must meet the following conditions:
Franchisor Combo FA: §13.1 - §13.4 (i) the sales price may not be excessive, (ii) the
approval of Rider to Contract transferee, including each partner, shareholder or
transfer Transfer Agr. member, must meet our qualifications, (iii) you
Stock Transfer Agr. must satisfy all accrued and accelerated money
BR Dev. Incentive: §2.b. obligations to us and our affiliates and any third-
Veterans Incentive: §3.b. party obligations we have guaranteed, (iv) the
CDC: §8 (xii) physical condition of the Restaurant must be
brought into compliance with our standards, (v)
no one may assert a security interest in the
franchise, (vi) the transferee must meet all of our
qualifications and, at our option, sign either an
assignment of seller’s franchise agreement or our
then-current franchise agreement and other forms,
including an agreement that payments to us have
priority over payments to you (as seller), and (vii)
you must execute a general release of all claims
against us at the closing. We may have additional
reasonable requirements at the time you decide to
sell your business. See Note 4.
BR Dev. Incentive: If you assign, transfer or sell
any of your interest in the FA, the balance of the
IFF is due and payable in full.
Veterans Incentive: If you assign, transfer or sell
any of your interest in the FA, the balance of the
IFF is due and payable in full.
n. Franchisor’s right FA: §13.2, §13.4 If you wish to sell any interest in the franchise,
of first refusal to Combo FA: §13.2, §13.4 you must give us 60-days’ notice to elect to
acquire Rider to Contract: §2.1 purchase such interest on the same terms and
Franchisee’s conditions. If the terms later change, we must
business receive notice of the changes and will have a new
60-day option to make the election on the new
terms.
o. Franchisor’s FA: §14.7.5 If your Franchise Agreement is terminated due to
option to Combo FA: §14.7.5 your default, you must sell to us (if we elect) any
purchase or all equipment, signs, trade fixtures, and
Franchisee’s furnishings used in the Restaurant, at the then-
business current fair market value less any indebtedness on
the equipment, and indebtedness to us. Also see p.
below.
p. Death or FA: §13.2.1,§13.3 If any one of you should die or be disabled, the
disability of Combo FA: §13.2.1,§13.3 legal representative of the affected party, together
Franchisee 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.

76
Provision Section in franchise or other Summary
agreements
q. Non-competition FA: §10.1 You may not have any interest in any other
covenants during Combo FA: §10.1 business which sells or offers to sell substantially
the term of the Assign of FA similar products of the type we require you to
franchise 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 FA: §10.2 - §10.4 The restrictions described in q. above remain
covenants after Combo FA: §10.2 - §10.4 effective for 2 years after the Franchise
the franchise is Assign of FA Agreement expires or is terminated, regardless of
terminated or the cause, except that they do not apply to another
expires 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 FA: §2.2, §5.4, §11.0, Generally there are no modifications unless in
the agreement §11.1, §12.0, 16.6 writing, signed by both parties. Our operating
Combo FA: §2.2, §5.4, §8.3, manuals, policies, standards and requirements are
§11.0, §11.1, §12.0, §16.6 subject to change. We may ask you to separate
CDC: §8(ii) the 1 Combo contract into more than 1 single
Intranet Terms brand contracts, with the same terms.
t. Integration/ FA: §16.6 Only the terms of the Agreements listed here are
merger clause Combo FA: §16.6 binding (subject to state law).
CDC: §8(ii) 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 FA: §15 Either of us may choose to submit a dispute to a
resolution by Combo FA: §15 court or to arbitration administered by the
arbitration or American Arbitration Association (“AAA”) under
mediation its Commercial Arbitration Rules or another
nationally established arbitration association
acceptable to you and us and under the Federal
Rules of Evidence.

We both agree to waive our rights to trial-by-jury


and to punitive, multiple, exemplary and/or
consequential damages, except that we can obtain
multiple damages against you for willful trademark
infringement. We both agree that no party may
recover damages for economic loss attributable to
negligent acts or omissions, except for gross
negligence or an intentional wrong. No party may
participate in any class action litigation, except you
may participate in certain class action arbitration
regarding the Fund.
v. Choice of forum FA: §15.1 Arbitration proceedings are administered by the
Combo FA: §15.1 American Arbitration Association (“AAA”) under
its Commercial Arbitration Rules, and will be
conducted in the state in which the Restaurant is
located

77
Provision Section in franchise or other Summary
agreements
w. Choice of law FA: §16.6 The Franchise Agreement is governed by the laws
Combo FA: §16.6 of Massachusetts and the Federal Arbitration Act.
Contract for Sale: §7 State laws may apply nevertheless. See Schedules
Transfer Agr.: §5.2 to Contracts Required by Various States
Stock Transfer Agr.: §5.2 (Appendix III).
CDC: §8(iii)
Intranet Terms: §7

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 Franchise Agreement.
Note 2: The laws in some states require a franchisor to renew a franchise agreement, unless it has good cause not
to renew. If you and your Franchise Agreement qualify for renewal under these laws, we will offer renewal to you
as required by law.
Note 3: Cure periods may be extended or provided if required by law.
Note 4: The transfer fee may be reduced if the transfer is of less than 50% of the controlling interest, or is to your
spouse or children.

78
Table 17 B: Store Development Agreement (“SDA”)
This Table lists certain important provisions of the SDA. You should read these provisions in the agreement
attached to this Disclosure Document.

Store Development Agreement SDA


Conditional Option(s) to Extend, Addendum to SDA Add SDA
Contract for Construction and Development CDC

Provision Section in SDA Summary


a. Length of the term SDA: Exhibit B. To be determined according to the number of Restaurants to be
opened.
b. Renewal or SDA: §4. SDA: You must advise us 6 months prior to expiration. Such
extension of the Add SDA: §1 - §4 decision is at our discretion.
term 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 SDA: §4 SDA: If you are in good standing, have fully performed under
you to renew or Add SDA: §1 - §4 the SDA, and we determine that more Restaurants can be
extend developed in your store development area, we may offer you a
new SDA. You must promptly sign a new agreement (which
may have different terms), pay fees which may be higher or
different, and meet then current criteria to expand. Such decision
is at our discretion.
Add SDA: We may offer you one or more option(s) to extend the
term of the SDA. You will be required to open one or more
additional Restaurants.
d. Termination by Not applicable
you
e. Termination by Not applicable
Licensor without
cause
f. Termination by SDA: §8 See g. and h. of this Table.
Licensor with CDC: Ex. E CDC: If you are in default under the CDC and the default is not
"cause" 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- SDA: §8 Failure to pay money when due: 7 day cure period.
defaults which can Any other breach of agreement: 30 day cure period. Cure
be cured periods may be extended if required by law.
h. "Cause" defined- SDA: §8 If you: violate the confidentiality provision, are convicted of or
defaults which plead guilty or no contest to a felony or crime of moral turpitude,
cannot be cured commit a fraud upon any of our affiliate(s) or us, or if we
terminate any of your Franchise Agreements in the DMA in
which this SDA is located.
i. Your obligations SDA: §8 Pay all money owed to us.
on termination/ CDC: §7
non-renewal
j. Assignment of SDA: §9.A We may assign the SDA to any person(s), partnership or
contract by CDC: §7 corporation which agrees in writing to assume our obligations
Licensor under the SDA. Following such an assignment, we are relieved
of future obligations.

79
Provision Section in SDA Summary
k. "Transfer" by you SDA: §9.B You may transfer a direct or indirect interest in the SDA, but the
defined CDC: §8(xii) 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 SDA: §9.B We have the right to approve all transfers, but will not
approval of CDC: §8(xii) unreasonably withhold approval.
transfer by you
m. Conditions for SDA: §9.C You must sign a release and pay a Transfer Fee.
Licensor's CDC: §8(xii)
approval of
transfer
n. Licensor's right of SDA: §9.D Applies to all offers to purchase the SDA, and any interest in the
first refusal to franchisee. You must send us a copy of your contract and we
acquire your have 60 days to purchase the SDA or interest on the same terms.
business If we exercise this right, you will still have to pay a Transfer Fee.
o. Licensor's option Other than the
to purchase your right of first
SDA refusal in SDA,
none
p. Your death or SDA: §9.B Your legal representative must, within nine (9) months of the
disability event, apply in writing to transfer your interest in the SDA.
q. Non-competition See Franchise
covenants during Agreement
the term of the
SDA
r. Non-competition See Franchise
covenants after the Agreement
SDA is terminated
or expires
s. Modification of SDA: §11.B The SDA may only be modified in writing.
the agreement CDC: §8(ii)
t. Integration SDA: §11.B Only the terms of the SDA and other documents referenced
/merger clause 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 SDA: §10 The arbitration award and the decision on any appeal will be
by arbitration or conclusive and binding on the parties. Arbitration must be
mediation commenced within two years after discovery of facts giving rise
to the claim. State laws may apply nevertheless. See section “w”
below
v. Choice of forum SDA: §10.C Arbitration shall take place at the American Arbitration
Association office in the state in which the Restaurant is located
or in another state agreed to by the parties.
w. Choice of law SDA: §11.B Provides that the agreement is interpreted under Massachusetts
CDC: §8 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. A new franchisee’s individual financial results may differ from the results stated in the financial
performance representations in this Item 19.

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

3. If you are thinking of entering into an agreement to operate an alternative point of distribution (“APOD”) or
a Baskin-Robbins Express (either as a Restaurant or a DD/BR Combo Restaurant), please note that the
information in this Item 19 does not apply to either APOD or Baskin-Robbins Express Restaurants. We do not
make financial performance representations about APOD or Baskin-Robbins Express Restaurants. We do not
offer Territorial Franchise Agreements.

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

5. There are five 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.

BASKIN-ROBBINS RESTAURANTS: The following tables and notes provide financial performance
representations that are historical, and that are based on information from existing Baskin-Robbins Restaurants
(exclusive of DD/BR Combo Restaurants, APOD Restaurants, Baskin-Robbins Express, and Restaurants operating
under Territorial Franchise Agreements) that have been open for business to the public for at least one year during a
one year measuring period from OCTOBER 30, 2016 TO OCTOBER 28, 2017. Restaurants sold under
Territorial Franchise Agreements (“TFAs”) may not follow the standard prototype for a Restaurant. Restaurants
operating under a TFA include some, but not all Restaurants located in the States of Arkansas, Georgia, Kansas,
Missouri, Mississippi, Nebraska, Oklahoma, and Tennessee. For more information regarding the “Regions”, please
refer to Appendix V at the end of this FDD. The Region descriptions are approximations. Some Restaurant
locations included in this data may not precisely follow the descriptions contained in Appendix V. (For example,
some Restaurants near the boundary of another Region may be included in that other Region’s data.)

82
TABLE 1:
CONTINENTAL U.S. BASKIN-ROBBINS SINGLE BRAND RESTAURANTS
AVERAGE RESTAURANT SALES
FOR THE PERIOD OCTOBER 30, 2016 TO OCTOBER 28, 2017

Total Number of % Restaurants at


Regions Restaurants in Average Sales or Above
Sample Average

TOTAL
Total Continental United
States 1036 $360,716 45.95%
West - North 269 $395,006 46.84%
West - South 273 $399,095 44.69%
Mountain West 253 $310,534 45.85%
East 241 $331,650 45.23%

Regions Total Number of Average Sales


Restaurants in Sample
TIER 1 (1st 25%)
Total Continental United States 259 $549,661
West - North 67 $603,524
West - South 68 $593,577
Mountain-West 63 $478,571
East 60 $481,824
TIER 2 (2nd 25%)
Total Continental United States 259 $392,456
West - North 67 $430,724
West - South 68 $430,470
Mountain-West 63 $339,119
East 60 $365,408
TIER 3 (3rd 25%)
Total Continental United States 259 $303,672
West - North 67 $330,442
West - South 68 $338,600
Mountain-West 63 $266,823
East 60 $291,005

83
TIER 4 (4th 25%)
Total Continental United States
259 $197,076
West - North 68 $217,976
West - South 69 $236,129
Mountain-West 64 $160,011
East 61 $190,713

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

“% Restaurants at or Above Average” means the percentage of Restaurants included in the data whose reported
average sales are at or above the stated average, meaning that these Restaurants performed better than the stated
average.

TABLE 2:
CONTINENTAL U.S. BASKIN-ROBBINS SINGLE BRAND RESTAURANTS
AVERAGE COST OF GOODS SOLD AND AVERAGE LABOR COST
FOR THE PERIOD NOVEMBER 1, 2016 THROUGH OCTOBER 31, 2017
% Restaurants
% Restaurants with Labor at
Total
with Cost of or Below the
Number of Cost of Goods Labor
Regions Goods Sold at or Average
Restaurants Sold Average Cost Average
Below the Shown
in Sample
Average Shown

East 124 30.2% 48.4% 26.8% 52.4%

Mountain-West 177 30.1% 52.0% 27.2% 53.1%

West-North 165 29.2% 50.9% 27.2% 53.9%

West-South 245 28.5% 59.6% 25.6% 56.7%

Total
Continental 711 29.4% 53.6% 26.6% 54.1%
United States

“% Restaurants with Cost of Goods Sold at or below the Average shown” and “% Restaurants with Labor at or
below the Average shown” means 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).

84
DUNKIN’ DONUTS/BASKIN-ROBBINS COMBO RESTAURANTS: The following tables and notes provide
financial performance representations that are historical, and that are based on information from existing DD/BR
Combo Restaurants that have been open for business to the public for at least one year during a one year measuring
period from OCTOBER 30, 2016 TO OCTOBER 28, 2017. For more information regarding the “Regions”,
please refer to Appendix V at the end of this FDD. The Region descriptions are approximations. Some DD/BR
Combo Restaurant locations included in this data may not precisely follow the descriptions contained in Appendix
V. (For example, some DD/BR Combo Restaurants near the boundary of another Region may be included in that
other Region’s data.)

TABLE 3:
CONTINENTAL U.S. DUNKIN’ DONUTS/ BASKIN ROBBINS CO-BRANDED RESTAURANTS AVERAGE RESTAURANT SALES
FOR THE PERIOD OCTOBER 30, 2016 TO OCTOBER 28, 2017
Free Standing Site Type

Drive-Thru Restaurants Non Drive-Thru Restaurants

% %
Total Total
Restaurants Restaurants
Number of Average Average Average Number of Average Average Average
Regions at or at or
Restaurants Sales Sales - DD Sales - BR Restaurants Sales Sales - DD Sales - BR
Above Above
in Sample in Sample
Average Average

Northeast 87 $1,632,985 $1,494,903 $138,081 49% 79 $1,230,995 $1,086,887 $144,107 49%

Midwest 175 $1,390,849 $1,210,909 $179,939 46% 21 $852,471 $719,711 $132,759 48%

South 226 $1,228,720 $1,091,622 $137,097 50% 20 $984,085 $843,142 $140,944 45%

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

Total
Continental
491 $1,358,907 $1,205,315 $153,592 48% 121 $1,122,979 $980,579 $142,399 44%
United
States

“% Restaurants at or Above Average” means 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 less than 10
Restaurants, but such Restaurants are included in the Total Continental United States row.

85
TABLE 4:
CONTINENTAL U.S. DUNKIN’ DONUTS/ BASKIN ROBBINS CO-BRANDED RESTAURANTS AVERAGE RESTAURANT SALES
FOR THE PERIOD OCTOBER 30, 2016 TO OCTOBER 28, 2017
Shopping Center/Storefront Site Type

Drive-Thru Restaurants Non Drive-Thru Restaurants

% %
Total Total
Restaurants Restaurants
Number of Average Average Average Number of Average Average Average
Regions at or at or
Restaurants Sales Sales - DD Sales - BR Restaurants Sales Sales - DD Sales - BR
Above Above
in Sample in Sample
Average Average

Northeast 20 $1,414,859 $1,311,681 $103,178 45% 272 $1,081,135 $957,985 $123,150 44%

Midwest 62 $1,178,270 $1,056,870 $121,400 48% 52 $958,585 $836,432 $122,153 46%

South 89 $1,177,825 $1,033,135 $144,690 38% 56 $911,957 $781,706 $130,251 48%

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

Total
Continental
175 $1,200,013 $1,066,634 $133,379 43% 381 $1,038,245 $914,196 $124,049 45%
United
States

“% Restaurants at or Above Average” means the percentage of Combo Restaurants included in the data whose
reported average sales are at or above the stated average, meaning that these Restaurants performed better than the
stated average.
N/A means that we have not included information for this site type in this region due to sample sizes of less than 10
Restaurants, but such Restaurants are included in the Total Continental United States row.

86
TABLE 5:
CONTINENTAL U.S. DUNKIN’ DONUTS/BASKIN-ROBBINS
COMBO RESTAURANTS AVERAGE COST OF GOODS SOLD & AVERAGE
LABOR COST STATED AS A PERCENTAGE OF TOTAL SALES
FOR THE PERIOD NOVEMBER 1, 2016 TO OCTOBER 31, 2017

%
Restaurants % Restaurants
Total with Labor at or
Average Cost with Cost of Average
Number of Below the
Regions of Goods Goods Sold Labor
Restaurants Average Shown
Sold at or Below Cost
in Sample
the Average
Shown

Northeast 444 26.3% 55.2% 27.3% 57.9%

Midwest 301 29.5% 58.1% 25.9% 51.8%

South 361 29.7% 52.9% 27.3% 59.6%

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

Total Continental United


1,114 28.3% 53.1% 27.0% 57.5%
States

“% Restaurants with Cost of Goods Sold at or Below the Average Shown” and “% Restaurants with Labor at or
Below the Average Shown” means the percentage of DD/BR 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).
N/A means that we have not included information for this site type in this region due to sample sizes of less than 10
Restaurants, but such Restaurants are included in the “Total Continental United States” row.

NOTES REGARDING SALES DATA (Tables 1, 3 & 4 above)


(1) 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) 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. The vast majority of
the Restaurants that comprise this data are franchised, although our affiliates may own and operate a small number
of Restaurants at any given time (see Item 20).
(3) Sales in states or regions with a higher concentration of Restaurants that have been in operation for a
substantial period of time tend to have higher sales than states or regions with a lower concentration of Restaurants
that have been in operation for a lesser time period. These higher concentration states or regions significantly
increase the overall average due to both their higher sales and their larger numbers. Therefore, the sales

87
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) 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) 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.
(6) 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. 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.
(7) Individual locations may have layouts and seating capacities that vary from the typical location.
(8) 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) 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) 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) The above data reflects historical sales. There is no assurance that future sales will correspond to historical
sales.
(12) 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) The Restaurant with the highest sales for the applicable Region may have characteristics that are not available
to you.
(14) 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) Restaurants with a drive-thru window tend to have higher sales than Restaurants without a drive-thru window.
Many of the Restaurants included in the statistics above have a drive-thru window. 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

88
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 AND LABOR DATA (Tables 2 & 5 above)


“COGS” means the cost of goods sold including food, beverages and items served or associated with the food or
beverage, such as cups, napkins, straws, bags, plastic utensils and wrapping paper.
“Labor” means crew and management payroll and training costs. It does not include payroll tax and workers’
compensation. (Table 2 above)
“Labor” means crew, management, training, payroll tax and workers’ compensation. (Table 5 above)
(1) COGS and Labor are stated as a percentage of gross sales (excluding sales tax and discounts). The vast
majority of Restaurants that comprise this data are franchised, although our affiliates may own and operate a small
number of Restaurants at any given time (see Item 20).
(2) 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, 2016 through October 31, 2017. 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 and Labor.
(3) 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) 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 and Labor cost percentages may initially exceed those of experienced operators.
(5) There is no assurance that future costs will correspond to historical costs because of factors such as inflation,
changes in menu and other variables.
(6) Factors affecting 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) 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) 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.
(9) 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.
(10) COGS may be particularly affected by the fluctuations in the price of coffee and other items and ingredients.

89
(11) Restaurants with lower sales may have higher COGS and Labor cost percentages because of less efficiencies
and economies of scale, and more waste.
(12) The retail sales price that you establish will also affect the COGS and Labor percentages.
(13) 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.

ADDITIONAL NOTES REGARDING SALES, COGS AND LABOR DATA (All Tables above)
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/DD/BR Combo Restaurants in Sample” in Tables 2 & 5 is a subset of the “Total
Number of Restaurants/Combo Restaurants in Sample” in Tables 1, 3 & 4, because not all Restaurants or DD/BR
Combo Restaurants in Tables 2 & 5 reported COGS and Labor data for the twelve month reporting period.
All of the Restaurants or DD/BR Combo Restaurants in Tables 2 & 5 reported at least one month of COGS and
Labor data for the twelve month reporting period.
Our nation’s current economic condition continues to 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 in your financial planning as they may have been in less volatile times (in terms of
anticipated sales or anticipated costs). If you choose to use the historical financial information appearing in this
franchise disclosure document, you must carefully consider the potential impact of the current 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 representation, 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 Richard Emmett, Senior Vice President, Chief Legal and Human
Resources Officer, Legal Dept. 3 East A, 130 Royall Street, Canton, MA 02021, 781-737-3000, the Federal Trade
Commission, and the appropriate state regulatory agencies.

90
APOD, BASKIN-ROBBINS EXPRESS, TERRITORIAL FRANCHISES,
ALASKA and HAWAII, GAS & CONVENIENCE DD/BR COMBO RESTAURANTS
AND REGIONS WITH INSUFFICIENT DATA

We do not make financial performance representations for the following Restaurants or DD/BR Combo
Restaurants: APOD, Baskin-Robbins Express, restaurants under Territorial Franchise Agreements,
Restaurants in Alaska & Hawaii, Gas & Convenience DD/BR Combo Restaurants or Site Types in Regions
with a sample size of less than ten Restaurants. The FTC’s Franchise Rule permits a franchisor to provide
information about the actual or potential financial performance of its franchise and/or franchisor-owned
outlets, if there is a reasonable basis for the information, and if the information is included in the disclosure
document. Financial performance information that differs from that included in Item 19 may be given only
if: (1) a franchisor provides the actual records of an existing outlet you are considering buying; or (2) a
franchisor supplements the information provided in this Item 19, for example, by providing information
about possible performance at a particular location or under particular circumstances.
We do not make any representations about a franchisee’s future financial performance or the past financial
performance of company-owned or franchised outlets. We also do not authorize our employees or
representatives to make any such representations either orally or in writing. If you are purchasing an
existing outlet, however, we may provide you with the actual records of that outlet. If you receive any
other financial performance information or projections of your future income, you should report it to the
franchisor’s management by contacting Richard Emmett, Senior Vice President, Chief Legal and Human
Resources Officer, Legal Dept. 3 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 Baskin-Robbins franchisor is BR. The following charts do not include Baskin-
Robbins Restaurants that are owned or franchised by one Area Developer pursuant to a Territorial Franchise
Agreement and do not include Baskin-Robbins Restaurants located on U.S. military bases outside of the United
States.
DD/BR Combo Restaurants: If you are developing a DD/BR Combo Restaurant or purchasing an existing
DD/BR Combo Restaurant, please see the end of this Item 20 for statistical information, and Appendix VII-A for
a current list of DD/BR Combo Restaurants and Appendix VII-B for a list of DD/BR Combo Restaurant
franchisees who have left the system within the last fiscal year.
A. BASKIN-ROBBINS OUTLETS

BASKIN-ROBBINS RESTAURANTS

Table 1:
Systemwide Outlet Summary
For Years 2015 to 2017 (See Note 1A)

State Year Outlets Outlets at Net Change


at Start End of
of Year the Year
2015 906 1,056 +150*
Franchised 2016 1,056 1,092 +36
2017 1,092 1,072 -20
2015 0 0 0
Company-Owned 2016 0 0 0
2017 0 0 0
2015 906 1,056* +150*
Total Outlets 2016 1,056 1,092 +36
2017 1,092 1,029 -63

Note 1A: The tables provide information during the periods labeled as 2015, 2016 and 2017. The fiscal year
2015 numbers represent the 12 month period between December 28, 2014 and December 26, 2015. The fiscal
year 2016 numbers represent the 12 month period between December 27, 2015 and December 31, 2016. The
fiscal year 2017 numbers represent the 12 month period between January 1, 2017 and December 30, 2017. If
multiple events occurred affecting an outlet, this table shows the event that occurred last in time.
* In fiscal 2015, BR became the direct franchisor of 184 outlets that were formerly franchised under a Territorial
Franchise Agreement.

92
BASKIN-ROBBINS RESTAURANTS
Table 2:
Transfers of Outlets From Franchisees to New Owners
(Other than the Franchisor) (see Note 1A)
For the Years 2015 to 2017
State Year Number of Transfers

2015 2
Arizona 2016 0
2017 5
2015 24
California 2016 17
2017 30
2015 1
Colorado 2016 4
2017 0
2015 0
Connecticut 2016 0
2017 0
2015 0
District of
2016 0
Columbia
2017 1
2015 0
Georgia 2016 0
2017 2
2015 0
Hawaii 2016 0
2017 1
2015 0
Florida 2016 1
2017 1
2015 0
Idaho 2016 0
2017 1
2015 2
Illinois 2016 0
2017 1
2015 1
Indiana 2016 0
2017 0
2015 1
Kentucky 2016 2
2017 0
2015 0
Louisiana 2016 3
2017 1

93
State Year Number of Transfers

2015 0
Maryland 2016 1
2017 0
2015 1
Michigan 2016 3
2017 1
2015 0
Montana 2016 1
2017 0
2015 2
Nevada 2016 3
2017 1
2015 0
New Mexico 2016 0
2017 0
2015 1
North Carolina 2016 0
2017 0
2015 3
Ohio 2016 0
2017 0
2015 3
Oregon 2016 3
2017 0
2015 0
South Carolina 2016 1
2017 0
2015 0
Tennessee 2016 1
2017 0
2015 3
Texas 2016 5
2017 14
2015 0
Utah 2016 0
2017 1
2015 1
Virginia 2016 0
2017 1
2015 3
Washington 2016 7
2017 5
2015 0
West Virginia 2016 1
2017 2
2015 48
Total 2016 53
2017 68

94
BASKIN-ROBBINS RESTAURANTS
Table 3:
STATUS OF FRANCHISED OUTLETS (see Note 1A)
For the Years 2015 to 2017
State Year Outlets at Outlets Termina- Non- Reacquired Ceased Outlets at
Start of Opened tions Renewals By Operations End of the
Year Franchisor – Other Year*
Reasons
2015 4 0 0 0 0 0 4
AL 2016 4 0 0 0 0 0 4
2017 4 0 0 0 0 0 4
2015 6 1 0 0 0 2 5
AK 2016 5 1 0 0 0 1 5
2017 5 0 0 0 0 0 5
2015 32 3 0 0 0 0 35
AZ 2016 35 1 2 0 0 1 33
2017 33 1 0 0 0 1 33
2015 457 7 0 1 0 6 457
CA 2016 457 13 0 2 0 7 462
2017 462 3 0 0 0 7 458
2015 22 1 0 0 0 0 23
CO 2016 23 0 0 0 0 0 23
2017 23 2 0 0 0 1 24
2015 3 0 0 0 0 1 2
CT 2016 2 0 1 0 0 0 1
2017 1 0 0 0 0 0 1
2015 1 0 0 0 0 0 1
DC 2016 1 0 0 0 0 0 1
2017 1 0 0 0 0 0 1
2015 12 0 0 0 0 2 10
FL 2016 10 0 0 0 0 0 9
2017 9 0 0 0 0 1 8
2015 5 1 0 0 0 0 6
GA 2016 6 2 0 0 0 0 6
2017 6 0 0 0 0 0 6
2015 19 0 0 0 0 0 19
HI 2016 19 0 0 0 0 0 19
2017 19 0 0 0 0 0 19
2015 9 0 0 0 0 0 9
ID 2016 9 0 0 0 0 0 9
2017 9 0 0 0 0 1 8
2015 21 0 0 0 0 2 19
IL 2016 19 2 0 0 0 1 19
2017 19 0 1 0 0 0 18
2015 8 0 0 0 0 0 8
IN 2016 8 0 0 0 0 0 8
2017 8 0 0 0 0 0 8

95
BASKIN-ROBBINS RESTAURANTS
Table 3:
STATUS OF FRANCHISED OUTLETS (see Note 1A)
For the Years 2015 to 2017
State Year Outlets at Outlets Termina- Non- Reacquired Ceased Outlets at
Start of Opened tions Renewals By Operations End of the
Year Franchisor – Other Year*
Reasons
2015 2 0 0 0 0 0 2
IA 2016 2 0 0 0 0 0 2
2017 2 0 0 0 0 1 1
2015 21 0 0 0 0 0 21
KY 2016 21 0 0 0 0 0 21
2017 21 0 0 0 0 2 19
2015 27 1 0 0 0 0 28
LA 2016 28 0 0 0 0 1 27
2017 27 0 0 0 0 0 27
2015 16 0 0 0 0 0 16
MD 2016 16 0 0 0 0 0 16
2017 16 0 1 0 0 3 12
2015 12 0 0 0 0 0 12
MI 2016 12 0 0 0 0 0 12
2017 12 0 0 0 0 2 10
2015 2 0 0 0 0 0 2
MS 2016 2 0 0 0 0 1 1
2017 1 0 0 0 0 0 1
2015 7 1 0 0 0 1 7
MO 2016 7 0 0 0 0 0 7
2017 7 0 0 0 0 0 7
2015 6 0 0 0 0 0 6
MT 2016 6 1 0 0 0 0 6
2017 6 0 0 0 0 0 6
2015 17 0 0 0 0 0 17
NV 2016 17 0 0 0 0 0 17
2017 17 3 0 0 0 0 20
2015 3 0 0 0 0 0 3
NJ 2016 3 1 0 0 0 0 3
2017 3 0 0 0 0 0 3
2015 18 0 0 0 0 0 18
NM 2016 18 1 0 0 0 1 18
2017 18 1 0 0 0 0 19
2015 11 1 0 0 0 1 11
NY 2016 11 0 0 0 0 1 10
2017 10 0 0 0 0 1 9
2015 6 0 0 0 0 0 6
NC 2016 6 0 0 0 0 0 6
2017 6 0 0 0 0 0 6
2015 4 0 0 0 0 0 4
OH 2016 4 0 0 0 0 0 4
2017 4 0 0 0 0 0 4

96
BASKIN-ROBBINS RESTAURANTS
Table 3:
STATUS OF FRANCHISED OUTLETS (see Note 1A)
For the Years 2015 to 2017
State Year Outlets at Outlets Termina- Non- Reacquired Ceased Outlets at
Start of Opened tions Renewals By Operations End of the
Year Franchisor – Other Year*
Reasons
2015 46 0 0 0 0 1 45
OR 2016 45 0 0 0 0 3 41
2017 41 0 1 1 0 1 38
2015 4 0 0 0 0 0 4
PA 2016 4 0 0 0 0 0 4
2017 4 1 0 1 0 0 4
2015 6 0 0 0 0 0 6
SC 2016 6 0 0 0 0 0 6
2017 6 0 0 0 0 0 6
2015 16 0 0 0 0 1 15
TN 2016 15 1 0 0 0 0 16
2017 16 0 0 0 0 0 16
2015 103 4 0 0 0 5 102
TX 2016 102 2 0 0 0 1 103
2017 103 2 0 0 0 0 105
2015 13 0 0 0 0 0 13
UT 2016 13 0 0 0 0 0 13
2017 13 1 0 0 0 1 13
2015 20 1 0 0 0 2 19
VA 2016 19 0 0 0 0 1 18
2017 18 1 0 0 0 1 18
2015 98 0 0 0 0 5 93
WA 2016 93 1 2 1 0 2 88
2017 88 0 1 2 0 2 83
2015 3 0 0 0 0 0 3
WV 2016 3 0 0 0 0 0 3
2017 3 0 0 0 0 0 3
2015 3 1 0 0 0 0 4
WI 2016 4 1 0 0 0 0 5
2017 5 0 0 0 0 0 5
2015 1 0 0 0 0 0 1
WY 2016 1 0 0 0 0 0 1
2017 1 0 0 0 0 0 1
2015 1,064 22 0 1 0 29 1,056
Total 2016 1,056 27 5 3 0 21 1,047
2017 1,047 15 4 4 0 25 1,029

97
BASKIN-ROBBINS RESTAURANTS
Table 4A:
STATUS OF COMPANY-OWNED OUTLETS
For Years 2015 to 2017

State Year Outlets Outlets Outlets Outlets Outlets Sold Outlets at


at Start Opened Reacquired Closed to End of
of Year from Franchisees the Year
Franchisees
2015 0 0 0 0 0 0
Total 2016 0 0 0 0 0 0
2017 0 0 0 0 0 0

BASKIN-ROBBINS RESTAURANTS
Table 5A:
PROJECTED OPENINGS AS OF DECEMBER 30, 2017

State Franchise Agreements Projected New Franchised Projected New Company-


Signed But Outlet Not Outlets in the Next Fiscal Owned Outlets in the Next
Open Year Fiscal Year
Alaska 0 0 0
Alabama 1 1 0
Arizona 0 2 0
California 0 10 0
Colorado 1 1 0
District of 0 0 0
Columbia
Illinois 0 0 0
Indiana 0 0 0
Kentucky 0 1 0
Maryland 0 0 0
Michigan 0 1 0
Mississippi 0 0 0
Montana 0 1 0
Nevada 1 1 0
New Mexico 0 0 0
New York 0 0 0
North Carolina 0 0 0
Tennessee 0 0 0
Texas 0 5 0
Wisconsin 0 0 0
Virginia 0 1 0
TOTALS 4 24 0

98
Contact information for those that have signed franchise agreements, but the Restaurant is not open as of
our most recent fiscal year end is as follows:
Restaurant Location, Franchisee Name, Franchisee’s City, State, Phone and/or email address
356059, Las Vegas, NV, Michael Volkert, Las Vegas, NV, (702) 296-5328, mwvolkert@yahoo.com
356609, Colorado Springs, CO, Mark Johnson, Colorado Springs, CO, (719)572-0077, susan@mjbroker.net
356761, Troy, AL, Magneshkumar Patel, Dothan, AL, (334) 380-4523, brdothan@gmail.com
356886, Moreno Valley, CA, David Carroll, Fountain Valley, CA, (714) 964-7248, david.carroll@calfrozentreats.com

The Franchise Agreements for the following Restaurants have been terminated without the Restaurants
ever opening. The contact information for these former franchisees is as follows:
None

During the last three fiscal years, we have signed confidentiality agreements with some current and former
franchisees. Each confidentiality agreement was entered into as part of a settlement of a dispute between us and
the current or former franchisee. In some instances, current and former franchisees sign provisions restricting
their ability to speak openly about their experience with us. You may wish to speak with current and former
franchisees, but be aware that not all such franchisees will be able to communicate with you.

See Appendix VI-A for a list of Current Baskin-Robbins Franchisees and Area Developers and Appendix VI-B
for a list of Former Baskin-Robbins Franchisees.

99
B. DUNKIN’ DONUTS/BASKIN-ROBBINS COMBO RESTAURANTS

DUNKIN’ DONUTS/BASKIN-ROBBINS COMBO RESTAURANTS


Table 1:
Systemwide Outlet Summary
For Years 2015 to 2017 (see Note 1)

State Year Outlets Outlets at Net Change


at Start End of
of Year the Year*
2015 1,203 1,231 +28
Franchised 2016 1,231 1,265 +34
2017 1,265 1,300 +35
2015 6 10 +4
Company-Owned 2016 10 0 -10
2017 0 0 0
2015 1,209 1,241 +32
Total Outlets 2016 1,241 1,265 +24
2017 1,265 1,302 +37

DUNKIN’ DONUTS/BASKIN-ROBBINS COMBO


RESTAURANTS

Table 2:
Transfers of Outlets From Franchisees to New Owners
(Other than the Franchisor)
For Years 2015 to 2017 (see Note 1 above)

State Year Number of


Transfers
2015 0
Alabama 2016 1
2017 0
2015 0
Arkansas 2016 2
2017 0
2015 0
California 2016 1
2017 0
2015 0
District of
2016 3
Columbia
2017 0

100
Year Number
State of
Transfe
rs
2015 33
Florida 2016 6
2017 4
2015 2
Georgia 2016 1
2017 0
2015 8
Illinois 2016 0
2017 22
2015 1
Maryland 2016 2
2017 3
2015 5
Michigan 2016 1
2017 6
2015 2
New Jersey 2016 4
2017 1
2015 11
New York 2016 25
2017 5
2015 2
North Carolina 2016 3
2017 0
2015 1
Ohio 2016 1
2017 1
2015 0
Pennsylvania 2016 1
2017 0
2015 4
Tennessee 2016 0
2017 1
2015 0
Texas 2016 6
2017 0
2015 1
Virginia 2016 6
2017 2
2015 0
West Virginia 2016 0
2017 0
2015 80
Total 2016 61
2017 45

101
DUNKIN’ DONUTS/BASKIN-ROBBINS COMBO RESTAURANTS
Table 3:
STATUS OF FRANCHISED OUTLETS
FOR YEARS 2015 to 2017 (see Note 1 above)

State Year Outlets at Outlets Termina- Non- Reacquired Ceased Outlets at


Start of Opened tions Renewals By Operations End of the
Year Franchisor – Other Year
Reasons (Note 2)
2015 1 0 0 0 0 0 1
AL 2016 1 1 0 0 0 0 2
2017 2 1 0 0 0 0 3
2015 4 0 0 0 0 0 4
AR 2016 4 0 0 0 0 0 4
2017 4 1 2 0 0 0 3
2015 4 0 0 0 0 0 4
AZ 2016 4 0 0 0 0 0 4
2017 4 1 0 0 0 0 5
2015 1 1 0 0 0 0 2
CA 2016 2 1 0 0 0 0 3
2017 3 1 0 0 0 0 4
2015 0 0 0 0 0 0 0
CO 2016 0 0 0 0 0 0 0
2017 0 2 0 0 0 0 2
2015 8 0 0 0 0 0 8
CT 2016 8 0 0 0 0 1 8
2017 8 0 0 0 0 0 8
2015 6 0 0 0 0 0 6
DC 2016 6 2 0 0 0 0 8
2017 8 0 0 0 0 0 8
2015 7 0 0 0 0 0 7
DE 2016 7 1 0 0 0 2 6
2017 6 0 0 0 0 0 6
2015 131 8 0 1 0 1 137
FL 2016 137 6 0 0 0 1 138
2017 138 9 0 0 0 4 143
2015 46 2 0 0 0 0 48
GA 2016 48 2 0 0 0 0 51
2017 51 5 0 0 0 0 56
2015 1 0 0 0 0 0 1
IA 2016 1 0 0 0 0 0 1
2017 1 0 0 0 0 0 1
2015 234 8 0 0 0 6 236
IL 2016 236 4 0 0 0 0 240
2017 240 7 0 0 0 2 245
2015 19 0 0 0 0 0 19
IN 2016 19 1 0 0 0 0 19
2017 19 0 0 0 0 0 19
2015 2 0 0 0 0 0 2
KY 2016 2 1 0 0 0 0 3
2017 3 0 0 0 0 0 3

102
State Year Outlets at Outlets Termina- Non- Reacquired Ceased Outlets at
Start of Opened tions Renewals By Operations End of the
Year Franchisor – Other Year
Reasons (Note 2)
2015 2 0 0 0 0 0 2
LA 2016 2 0 0 0 0 0 2
2017 2 0 0 0 0 0 2
2015 2 0 0 0 0 1 1
MA 2016 1 3 0 0 0 0 2
2017 2 0 0 0 0 0 2
2015 82 2 0 0 0 0 84
MD 2016 84 0 0 0 0 1 85
2017 85 3 0 0 0 0 88
2015 37 1 2 0 0 0 36
MI 2016 36 0 0 0 0 0 36
2017 36 4 0 0 0 1 39
2015 0 0 0 0 0 0 0
MN 2016 0 0 0 0 0 0 0
2017 0 1 0 0 0 0 1
2015 3 1 0 0 0 0 4
MO 2016 4 0 0 0 0 0 4
2017 4 5 0 0 0 0 9
2015 118 1 0 0 0 4 115
NJ 2016 115 1 0 0 0 0 115
2017 115 2 1 0 0 7 110
2015 2 0 0 0 0 0 2
NM 2016 2 0 0 0 0 0 2
2017 2 2 0 0 0 0 4
2015 320 9 1 0 0 2 326
NY 2016 326 9 0 1 0 7 329
2017 329 8 0 0 0 5 332
2015 39 2 0 0 0 0 41
NC 2016 41 1 0 0 0 0 42
2017 42 1 0 0 0 1 42
2015 22 1 0 0 0 0 23
OH 2016 23 2 0 0 0 0 24
2017 24 1 0 0 0 3 22
2015 0 0 0 0 0 0 0
OK 2016 0 0 0 0 0 0 0
2017 0 2 0 0 0 0 2
2015 34 2 0 0 0 4 32
PA 2016 32 0 0 0 0 0 28
2017 28 0 0 0 0 0 28
2015 14 0 0 0 0 0 14
SC 2016 14 1 0 0 0 0 15
2017 15 0 0 0 0 0 15
2015 7 0 0 0 0 0 8
TN 2016 8 0 0 0 0 0 8
2017 8 1 0 0 0 2 7

103
State Year Outlets at Outlets Termina- Non- Reacquired Ceased Outlets at
Start of Opened tions Renewals By Operations End of the
Year Franchisor – Other Year
Reasons (Note 2)
2015 18 7 0 0 0 0 26
TX 2016 26 9 0 0 0 1 44
2017 44 8 0 0 0 3 49
2015 35 3 0 0 0 0 38
VA 2016 38 1 0 0 0 1 37
2017 37 3 0 0 0 1 39
2015 1 0 0 0 0 0 1
WV 2016 1 1 0 0 0 0 2
2017 2 0 0 0 0 0 2
2015 3 0 0 0 0 0 3
WI 2016 3 0 0 0 0 0 3
2017 3 0 0 0 0 0 3
2015 1,203 48 3 1 0 23 1,231
Total 2016 1,231 47 0 1 0 13 1,265
2017 1,265 68 3 0 0 28 1,302

Note 1: The fiscal year 2015 numbers represent the 12 month period between December 28, 2014 and
December 26, 2015. The fiscal year 2016 numbers represent the 12 month period between December 27, 2015
and December 31, 2016. The fiscal year 2017 numbers represent the 12 month period between January 1, 2017
and December 30, 2017.
Note 2: Please note that if only one brand of the Combo is affected (for example, terminated), then the Combo
will be included in the above statistics (for example, listed as “terminated”) even though the other brand remains
unaffected.
Note 3: The total number of DD/BR Combo outlets may be affected by the addition of a Baskin-Robbins to an
existing Dunkin' Donuts solo outlet. These former Dunkin' Donuts solo outlets are now counted under DD/BR
Combo outlets. We do not consider these as new outlet openings.
Note 4: The total number of DD/BR combo outlets may be affected by the sale of locations previously owned
and/or operated by affiliates of DD to franchisees. These former Company-Owned/Operated locations are now
counted under the “outlets at the end of the year total”.

104
DUNKIN’ DONUTS/BASKIN-ROBBINS COMBO RESTAURANTS

Table 4:
STATUS OF COMPANY-OWNED OUTLETS
For Years 2015 to 2017 (see Note 1 above)

State Year Outlets Outlets Outlets Outlets Outlets Outlets at


at Start Opened Reacquired Closed Sold to End of
of Year from Franchisees the Year*
Franchisees
2015 1 0 0 0 0 1
MA 2016 1 0 0 0 1 0
2017 0 0 0 0 0 0
2015 5 4 0 0 0 9
TX 2016 9 1 0 0 10 0
2017 0 0 0 0 0 0
2015 6 4 0 0 0 10
Total 2016 10 0 0 0 10 0
2017 0 0 0 0 0 0

105
DUNKIN’ DONUTS/BASKIN-ROBBINS COMBO RESTAURANTS

Table 5:
PROJECTED OPENINGS AS OF DECEMBER 30, 2017

State Franchise Agreements Projected New Projected New


Signed But Outlet Not Franchised Outlets in Company-Owned
Open the Next Fiscal Year* Outlets in the Next
Fiscal Year
Alabama 0 1 0
Arizona 0 0 0
Arkansas 0 0 0
California 0 8 0
Colorado 0 0 0
District of Columbia 0 2 0
Florida 0 4 0
Georgia 0 3 0
Illinois 0 6 0
Indiana 1 1 0
Maryland 0 2 0
Michigan 0 0 0
Minnesota 0 1 0
Missouri 1 3 0
New Mexico 1 1 0
New York 1 5 0
North Carolina 0 1 0
Ohio 0 1 0
Oklahoma 0 1 0
South Carolina 0 0 0
Tennessee 0 2 0
Texas 3 7 0
Virginia 0 1 0
Total 7 50 0

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Contact information for those that have signed franchise agreements, but the Restaurant is not open as of
fiscal year end is as follows:

Restaurant #, City, State, Franchisee, Franchisee Address, Phone and/or Franchisee Email
357273, Evansville, IN, Kamlesh Patel, Evansville, IN, (856) 577-1106, kamleshpt@gmail.com
357292, Brooklyn, NY, Rafiq Majeed, Newburgh, NY, (914) 805-7805, rafiqbwp@aol.com
357164, Overland, MO, Yonas Hagos, Chicago, IL, (630) 926-6982, yhagos@att.net
356611, Abilene, TX, Justin Sharbutt, Lubbock, TX, (806)773-2138, bstravlo@gmail.com
356586, Spring, TX, Hiren Patel, Paramus, NJ, (973) 342-1421, hiren@divinellc.com
356329, Spring, TX, Hiren Patel, Paramus, NJ, (973) 362-1421, hiren@divinellc.com
355801, Roswell, NM, Amin Habib, Oakbrook Terrace, IL, (630) 678-1185, ahabib@zjgroup.net

DD/BR COMBO

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

None

During the last three fiscal years, we have signed confidentiality agreements with some current and former
franchisees. Each confidentiality agreement was entered into as part of a settlement of a dispute between us and
the current or former franchisee. In some instances, current and former franchisees sign provisions restricting
their ability to speak openly about their experience with us. You may wish to speak with current and former
franchisees, but be aware that not all such franchisees will be able to communicate with you.
See Appendix VII-A for a List of Current DD/BR Combo Restaurant Franchisees and Area Developers and
Appendix VII-B for a List of Former DD/BR Combo Franchisees.

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

Association of Independent Baskin-Robbins Franchise Owners, "AIBRFO"


1560 S. Mason Road, Suite B
Katy, TX 77450
AIBRFO@gmail.com

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Item 21: Financial Statements Attached to this Franchise Disclosure Document following this Item 21
are audited financial statements for us and our parent company:
 The consolidated balance sheets of DB Franchising Holding Company LLC as of December 30,
2017 and December 31, 2016 and the related consolidated statements of operations, member’s
equity, and cash flows for the fiscal years ended December 30, 2017, December 31, 2016 and
December 26, 2015. (Exhibit I)
 The balance sheets of Baskin-Robbins Franchising LLC as of December 30, 2017 and December
31, 2016, and the related statements of operations, member’s equity, and cash flows for the fiscal
years ended December 30, 2017, December 31, 2016, and December 26, 2015. (Exhibit II)

In July 2011, our ultimate parent entity, Dunkin’ Brands Group, Inc. completed its initial public offering
and its stock became publicly traded on the NASDAQ Global Select market (under the ticker symbol
DNKN).
DB Franchising Holding Company LLC (the “Guarantor”) absolutely and unconditionally guarantees to
assume the duties and obligations of Baskin-Robbins Franchising LLC under its franchise registrations in
each state where Baskin-Robbins Franchising LLC is registered, and under the Franchise Agreement
identified in the 2018 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.

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Item 22: Contracts

The following contracts and agreements are included as exhibits:

A-1. Baskin-Robbins Store Development Agreement (SDA)


A-2. DD/BR Combo Store Development Agreement (SDA)
B-1. Baskin-Robbins Franchise Agreement (FA)
B-2. DD/BR Combo Franchise Agreement (FA)
B-3. Conditional Option(s) to Extend
B-4.a. BR Development Incentive (for Single Unit SDA or no SDA)
B-4.b. BR Development Incentive (for Multi-Unit SDA)
B-5. BR Store Transfer Sales Increase Incentive
B-6a. New Combo Incentive (for Single Unit SDA or no SDA)
B-6b. New Combo Incentive (for Multi-Unit SDA)
B-7. BR Military Veterans Development Incentive
B-8. Combo Retrofit Incentive
C. DBI Sample Promissory Note
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. Addition of Interest
O-1. Assignment of Franchise Agreement
O-2. Assignment, Amendment and Consent to Assignment of Lease [Sublease]
P. Baskin-Robbins Relocation Incentive Offer to Select Baskin-Robbins Restaurants
Q. [Intentionally Omitted]
R. Contract for Development and Construction
S. Certificate of Resolution and Incumbency

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Item 23: Receipts
Baskin-Robbins Receipt
This disclosure document summarizes certain provisions of the franchise agreement and other information in plain language. Read this
disclosure document and all agreements carefully.
If Baskin-Robbins Franchising LLC offers you a franchise, it must provide this disclosure document to you:
(a) 14 calendar-days before you sign a binding agreement with, or make a payment to, the franchisor or an affiliate in connection with the
proposed franchise sale or at your reasonable request; or
(b) under New York and Rhode Island law, if applicable, at the earlier of (i) your first personal meeting to discuss the franchise, or (ii) 10
business days before you sign a binding agreement with, or make payment to us or an affiliate in connection with the proposed franchise
sale, or
(c) under California and Michigan law, if applicable, the longer of 14 calendar days or 10 business days before you sign any binding
franchise or other agreement or pay any consideration to us, whichever occurs first.
If Baskin-Robbins Franchising LLC 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 Schedule B of the Disclosure Document.
The principal business address and telephone number of each franchise seller offering the franchise is Patrick Cunningham, our Senior
Director, Franchising, at Baskin-Robbins Franchising LLC, 130 Royall St., Canton, MA 02021; 781-737-3000.
Additional Franchise Sellers, if any (eg. Franchise Manager, Business Development Manager):
_______________________________ _______________________________ _______________________________
This Disclosure Document was issued: April 3, 2018.
We authorize the agents listed on Schedule A of the Disclosure Document to receive service of process for Baskin-Robbins Franchising
LLC.
I received a Disclosure Document issued April 3, 2018 that included the following Exhibits: (A-1) Store Development Agreement, (A-2)
Combo Store Development Agreement, (B-1) Franchise Agreement (BR only), (B-2) Combo Franchise Agreement (DD/BR), (B-3)
Conditional Option to Extend, (B-4 - B-8) Incentives, (C) DBI Sample Promissory Note, (D-1) Sublease, (E) Option to Assume
(Franchisee's) Lease (3 and 4 party) and Lease Option Agreement (F-1) Rider to Contract for Sale, (F-2) Agreement To Transfer By The
Sale Of Assets, (F-3) Agreement to Transfer by the Sale of Stock, (G) Offer Letter, (H) Participant Agreement, (I-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) Addition of Interest, (O-1) Assignment of Franchise Agreement,
(O-2) Assignment, Amendment and Consent to Assignment of Lease, (P) Baskin-Robbins Relocation Incentive Offer to Select Baskin-
Robbins Restaurants, (R) Contract for Development and Construction, (S) Certificate of Resolution and Incumbency, Appendix I-A: List
of Registered Agents, Appendix I-B: Directory of Administrative Agencies, Appendix II: List of International Affiliates, Appendix III:
Schedules/Addenda/Notices Required by Various States, Appendix IV: Operating Manual Table of Contents, Appendix V: Region List,
Appendix VI: List of Current BR Restaurant Franchisees and Area Developers and Former Baskin-Robbins Restaurant Franchisees,
Appendix VII: List of Current and Former DD-BR Combo Restaurant Franchisees, Appendix VIII: Guarantee of Performance (by DB
Franchising Holding Company LLC).

Please COMPLETELY fill out the sections below:

Date Disclosure Document Received:_____________________________ (enter date here)


Home Address:
Signed: _________________________________________
individually ________________________________________________
________________________________________________ Street Address (domicile)
Full Legal Name (Please print)
________________________________________________
Last 4 digits of Social Security Number: _____________ City or Town/State/Zip Code

________________________________________________
Email address

and as officer(s), partner(s) or member(s) of _________________________________________________________


a _________________________________ (corporation) (partnership) (limited liability company) and any other prospective franchisee
entity (currently in existence or formed in the future) of which the above individual(s) is an officer, partner or member.

BR FDD April 3, 2018


Updates included (if any):

136
Item 23: Receipts
Baskin-Robbins Receipt
This disclosure document summarizes certain provisions of the franchise agreement and other information in plain language. Read this
disclosure document and all agreements carefully.
If Baskin-Robbins Franchising LLC offers you a franchise, it must provide this disclosure document to you:
(a) 14 calendar-days before you sign a binding agreement with, or make a payment to, the franchisor or an affiliate in connection with the
proposed franchise sale or at your reasonable request; or
(b) under New York and Rhode Island law, if applicable, at the earlier of (i) your first personal meeting to discuss the franchise, or (ii) 10
business days before you sign a binding agreement with, or make payment to us or an affiliate in connection with the proposed franchise
sale, or
(c) under California and Michigan law, if applicable, the longer of 14 calendar days or 10 business days before you sign any binding
franchise or other agreement or pay any consideration to us, whichever occurs first.
If Baskin-Robbins Franchising LLC 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 Schedule B of the Disclosure Document.
The principal business address and telephone number of each franchise seller offering the franchise is Patrick Cunningham, our Senior
Director, Franchising, at Baskin-Robbins Franchising LLC, 130 Royall St., Canton, MA 02021; 781-737-3000.
Additional Franchise Sellers, if any (eg. Franchise Manager, Business Development Manager):
_______________________________ _______________________________ _______________________________
This Disclosure Document was issued: April 3, 2018.
We authorize the agents listed on Schedule A of the Disclosure Document to receive service of process for Baskin-Robbins Franchising
LLC.
I received a Disclosure Document issued April 3, 2018 that included the following Exhibits: (A-1) Store Development Agreement, (A-2)
Combo Store Development Agreement, (B-1) Franchise Agreement (BR only), (B-2) Combo Franchise Agreement (DD/BR), (B-3)
Conditional Option to Extend, (B-4 – B-8) Incentives, (C) DBI Sample Promissory Note, (D-1) Sublease, (E) Option to Assume
(Franchisee's) Lease (3 and 4 party) and Lease Option Agreement (F-1) Rider to Contract for Sale, (F-2) Agreement To Transfer By The
Sale Of Assets, (F-3) Agreement to Transfer by the Sale of Stock, (G) Offer Letter, (H) Participant Agreement, (I-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) Addition of Interest, (O-1) Assignment of Franchise Agreement,
(O-2) Assignment, Amendment and Consent to Assignment of Lease, (P) Baskin-Robbins Relocation Incentive Offer to Select Baskin-
Robbins Restaurants, (R) Contract for Development and Construction, (S) Certificate of Resolution and Incumbency, Appendix I-A: List
of Registered Agents, Appendix I-B: Directory of Administrative Agencies, Appendix II: List of International Affiliates, Appendix III:
Schedules/Addenda/Notices Required by Various States, Appendix IV: Operating Manual Table of Contents, Appendix V: Region List,
Appendix VI: List of Current BR Restaurant Franchisees and Area Developers and Former Baskin-Robbins Restaurant Franchisees,
Appendix VII: List of Current and Former DD-BR Combo Restaurant Franchisees, Appendix VIII: Guarantee of Performance (by DB
Franchising Holding Company LLC).

Please COMPLETELY fill out the sections below:

Date Disclosure Document Received:_____________________________ (enter date here)

Home Address:
Signed: _________________________________________
individually _________________________________________________
________________________________________________ Street Address (domicile)
Full Legal Name (Please print)
_________________________________________________
Last 4 digits of Social Security Number: _____________ City or Town/State/Zip Code

________________________________________________
Email address

and as officer(s), partner(s) or member(s) of _________________________________________________________


a _________________________________ (corporation) (partnership) (limited liability company) and any other prospective franchisee
entity (currently in existence or formed in the future) of which the above individual(s) is an officer, partner or member.

BR FDD April 3, 2018


Updates included (if any):

137
STORE DEVELOPMENT AREA SUMMARY PC #: ____________________

STORE DEVELOPMENT AGREEMENT


This Agreement, dated ___________________, 201___, is made by and between: BASKIN-ROBBINS
FRANCHISING LLC, ("we,” “our” and “us”) a Delaware limited liability company with a principal place of
business at 130 Royall Street, Canton, Massachusetts 02021, and
_______________________________________________________________ [entity and/or individuals]
_____________________________________________________________________________, located at
_____________________________________________________________________________ (“you”, “your”
or “Developer”).

RECITAL

We and you acknowledge receiving good and valuable consideration for this Agreement and agree as follows:

AGREEMENT

1. Grant of Development Rights. We grant and you accept the exclusive right and obligation to develop and
open Baskin-Robbins restaurants (“Restaurant” or “Restaurants”) within the Store Development Area described
in Exhibit A. The required number of Restaurants and the development schedule (“Development Schedule”) are
set forth in Exhibit B. The term of this grant is the duration of this Agreement, which expires on the date stated
in Exhibit B, unless terminated earlier by agreement or operation of law. The exclusivity is limited by the terms
of section 6.
2. Initial Franchise Fees. You will pay an Initial Franchise Fee (“IFF”) for each Restaurant, in the amounts and
at the times stated in Exhibit B. At our option, you will make all payments to us by electronic fund transfer
(“EFT”), and provide us with authorization and bank account data necessary to set up EFT. These amounts are
non-refundable and must be paid in full, without reduction or offset. If you develop and open more Restaurants
than are required under the Development Schedule during the original term of this Agreement, the IFF for each
additional Restaurant will be fifty percent (50%) of the IFF per Restaurant stated in Exhibit B for each
Restaurant and all other fees will be the same as stated in Exhibit B. You must pay your initial IFF Deposit set
forth in Exhibit B with unencumbered cash and it cannot be borrowed.
3. Development and Opening Requirements
A. Although we may assist you in your search, it is solely your responsibility to search for and propose to us the
site on which you wish to develop a Restaurant. You will secure the real estate for each Restaurant, through
purchase agreement or binding lease, by its “Required Control Date,” and open each Restaurant by its “Required
Opening Date,” all as specified in the Development Schedule in Exhibit B. You must submit the purchase
agreement or binding lease to us by the Required Control Date. TIME IS OF THE ESSENCE in performing
these obligations. A Restaurant location must be approved by us in writing prior to the Required Control Date.
Before you commit to lease or purchase a location, you should provide us with a copy of the lease or purchase
agreement, along with the acquisition, development and construction costs, and such other information as we
reasonably request, so that we can evaluate the proposal. Each Restaurant must be constructed and equipped to
our then-current standards and specifications. Prior to opening each Restaurant, you must certify to us in writing
that no more than ninety percent (90%) of the initial investment in the building, site and additional development,
equipment, fixtures and signs for the Restaurant has been borrowed (“Permitted Financing”).
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

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the date you commence construction of the Restaurant. We entered into this Agreement based on your
qualifications and your agreement that Developer and any entity organized by Developer to execute a Franchise
Agreement shall provide that their purposes are limited to owning and operating Restaurants that we franchise to
you, unless we otherwise agree in writing. If you propose to add or subtract owners or change the ownership
percentages for a Franchise Agreement entered into under this Agreement, the proposal is subject to our prior
written approval.

4. Renewal of Rights. This Agreement and the development rights granted in it expire on the date stated in
Exhibit B. If you wish to renew exclusive development rights for the same Store Development Area, you must
advise us in writing within six (6) months prior to the expiration of this Agreement. We will then reassess the
potential of the Store Development Area for further development. If we and you agree that there is potential for
additional Restaurants, we will offer you the first opportunity to enter into a new agreement for the Store
Development Area, provided that you have timely, and without extension, amendment, or our election to waive
any failure by you to meet the deadlines set forth in this agreement, met your Development Schedule under this
Agreement, you are in compliance with all of your Baskin-Robbins franchise agreements, you meet our then-
current Criteria to Expand, and we and you can agree on a new development schedule. The agreement you sign
will be our then-current, renewal store development agreement and the fees will be the then-current fees for that
Store Development Area. The renewal store development agreement will be on substantially the same form as
our then-current store development agreement but will contain no renewal rights. You will have 10 days from the
time you receive the new agreement to sign and return it to us.

5. [Intentionally Omitted]

6. Exceptions to Exclusivity.

A. Special distribution opportunities may arise within the Store Development Area that may or may not be
available to you. Examples include, but are not limited to, hospitals, train stations, airports, entertainment and
sports complexes, convention centers, casinos and resorts, limited-access highway food facilities, military
facilities, schools and colleges, office or factory food service facilities, gas/convenience stores, department stores
and “big box” super stores, mobile units, off-site sales accounts, supermarkets and home improvement retailers.
We retain the right to pursue such special distribution opportunities within your Store Development Area, but
during the term of this Agreement we will offer you the first opportunity to become our franchisee for those
opportunities provided that you are in compliance with all material provisions of your agreements with our
affiliates and us, you meet the Criteria to Expand, and the party that controls the opportunity permits us to do so.
You will have fifteen (15) days to accept the offer in writing. Except as provided in 6.B, special distribution
opportunities that you develop do not count toward the number of Restaurants you are required to develop under
this Agreement, and the IFF is in addition to the IFF required under this Agreement.

In addition, if there are Restaurants operated by other franchisees in the Store Development Area, then we
reserve the right to approve the relocation of each such Restaurant within its trade area. Further, this Agreement
only grants rights as to the operation of Restaurants. You have no other rights to the use, enjoyment or benefit of
the Baskin-Robbins name or trademarks. We retain the complete right to distribute Baskin-Robbins products and
services of every kind and nature through any other channels of distribution. This includes, without limitation,
the distribution and use or sale of Baskin-Robbins-trademarked products in a hotel room, an office or a
supermarket (as distinguished from a Restaurant inside a supermarket).

B. Although gas/convenience locations are expressly excluded from this Store Development Agreement
(“SDA”), if you propose and we approve a Restaurant in a gas/convenience location within the Store
Development Area, we will consider the development of such location to satisfy one of the Restaurants you are
required to develop pursuant to the SDA's Development Schedule, provided that: (a) we determine the proposal
will result in a Restaurant that meets certain minimum then-current menu and design criteria and that opens by
the applicable Required Opening Date in the SDA; and (b) Initial Franchise Fees applicable under the SDA's

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Development Schedule are applied or paid regardless of the length of lease term (and any corresponding
franchise term) you secure.

7. Confidential Information. Except as necessary to perform your obligations under this Agreement, you will
not provide Confidential Information concerning the development of Restaurants or the Baskin-Robbins System
to anyone. “Confidential Information” means information that is not generally available to the public.

8. Suspension of Development Rights; Default and Termination. We may terminate this Agreement if: (a)
you default on a monetary obligation to us and do not cure the default within seven (7) days from the date you
receive our written Notice to Cure; or (b) you default on any other provision of this Agreement and do not cure
the default within thirty (30) days from the date you receive our written Notice to Cure. If state law requires a
longer cure period, then that longer period shall apply. We may terminate this Agreement, without any
opportunity to cure, if you violate the confidentiality provision, if you are convicted of or plead guilty or no
contest to a felony or crime of moral turpitude, if you commit a fraud upon any of our affiliate(s) or us, or if we
terminate any of your Franchise Agreements in the DMA in which this Store Development Area is located. If we
terminate this Agreement, then you must immediately pay us all unpaid Initial Franchise Fees (as set forth in
Exhibit B), without reduction or offset, even if you did not open any or all of the Restaurants.

If at any time you do not meet our then-current Criteria to Expand, we may suspend your right to develop by a
written notice. The suspension will be in effect until you are not in default and meet the Criteria to Expand. Any
suspension will not alter your Development Schedule unless we, in our sole discretion, grant an extension in
writing.

9. Transfers of Interest

A. Transfer by Us: This Agreement inures to the benefit of our successors and assigns, and we may assign our
rights to any person or entity that agrees in writing to assume all of our obligations. Upon transfer, we will have
no further obligation under this Agreement, except for any accrued liabilities.

B. Transfer by You: We entered into this Agreement based on your qualifications. You may transfer a direct or
indirect interest in this Agreement, but the Store Development Area and the associated rights and obligations are
a package and are not themselves divisible in any way. Any transfer requires our prior written consent, which
will not be unreasonably withheld. In the event a person holding a direct or indirect interest dies, that person’s
legal representative must, within nine (9) months of the event, apply in writing to transfer that interest with notice
to all other persons having a direct or indirect interest in this Agreement.
C. Transfer Fee: At the time of transfer, you must execute a general release of us in our standard form, and pay us
a Transfer Fee of $10,000. In lieu of the Transfer Fee, we will only charge our then-current Fixed Documentation
Fee if the original signatories to this Agreement retain more than fifty percent (50%) of the interest in this
Agreement after the transfer, or if all of the interests transfer to the spouse(s) or children of the original
signatories or to beneficiaries or heirs of an owner who dies or becomes mentally incapacitated.
D. Right of First Refusal: We have a right of first refusal for any proposed transfer. You must provide us with a
copy of any agreement (and any amendment to the agreement) for the transfer, and we will have sixty (60) days
after receipt to notify you that we are exercising our option to purchase the interest under the same terms and
conditions. If we do so, you still are obligated to pay a Transfer Fee.

10. Dispute Resolution

A. Waiver of Rights: The parties waive and agree not to include in any pleading or arbitration demand: class
action claims; demand for trial by jury; claims for lost profits; or claims for punitive, multiple, or exemplary
damages. If any pleading is filed that contains any of these claims or a jury demand, or if a court determines that
all or any part of the waivers are ineffective, then the pleading shall be dismissed with prejudice, leaving the

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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.
C. Scope of Arbitration: Disputes concerning the validity or scope of this Section 10, including whether a dispute is
subject to arbitration, is beyond the authority of the arbitrator(s) and shall be determined by a court of competent
jurisdiction pursuant to the Federal Arbitration Act, 9 U.S.C. §1 et seq., as amended from time to time. The
provisions of this Section 10 shall continue in full force and effect subsequent to any expiration or termination of
this Agreement.

D. Appeals: Either party may appeal the final award of the arbitrator(s) to the U.S. District Court in which the
arbitration was held. The Court’s review of the arbitrator’s findings of fact shall be under the clearly erroneous
standard, and the Court’s review of all legal rulings shall be de novo. If it is determined that this provision for
federal court review is not enforceable, then either party may appeal the arbitrator’s final award to a panel of
three arbitrators chosen under AAA procedures, employing the same standards of review stated immediately
above.

E. Attorneys’ Fees: If either party hereto brings or commences legal proceedings to enforce any of the terms of
this Agreement or to assert any rights hereunder, the successful party in such action shall be entitled to receive
and shall receive from the other party hereto, a reasonable sum as attorney's fees and costs, such sum to be fixed
by the court or arbitrator(s) in such action, as applicable.

11. Miscellaneous.

A. You are an independent contractor of ours. Neither party to this Agreement has the power to bind the other.
Neither party is liable for any act, omission, debt or any other obligation of the other, and you and we agree to
indemnify and save each other harmless from any such claim and the cost of defending such claim. The waiver by
either party of a breach of any provision of this Agreement applies only to that one breach and only to that one
provision. If we accept payments from any person or entity other than you, such payments will be deemed made
by such person as your agent and not as your successor. If, for any reason, any provision of this Agreement is
determined to be invalid or to conflict with an existing or future applicable law, then the remaining provisions
will continue to bind the parties and the invalid or conflicting provision will be deemed not to be a part of this
Agreement. Our rights and remedies are cumulative. The limited right to use the “Baskin-Robbins” name and
trademarks is granted in the Franchise Agreement you will sign for each Restaurant. It is not granted in this
Agreement. Neither you nor your successor may create or assert any security interest or lien in this Agreement.

B. This Agreement and the documents referred to herein shall be the entire, full and complete agreement between
you and us concerning the subject matter of this Agreement, which supersedes all prior agreements. Nothing in

141
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.”

D. Your success in this business is speculative and depends, to an important extent, upon your ability as an
independent business owner. We do not represent or warrant that any locations we approve will achieve a certain
level of sales or be profitable. If we provide maps, demographics or other information to you in connection with
the Store Development Area, we do so without any representation or warranty that the information is complete,
accurate or current. We do not represent that you will be able to find or secure locations within the Store
Development Area or that you will be able to develop all of the required Restaurants. By your signature below,
you acknowledge that you have entered into this Agreement after making an independent investigation of the
Baskin-Robbins System and the Store Development Area.

(The remainder of this page is intentionally left blank.)

142
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have duly
executed, sealed and delivered this Agreement in duplicate the day and year first written above.

ATTEST/WITNESS: (Developer)
[insert corp., LLC or partnership]

____________________________________________ ____________________________________________

BASKIN-ROBBINS FRANCHISING LLC

By: _________________________________________

143
PERSONAL GUARANTEE

The undersigned represent and warrant that they hold a direct or an indirect interest in FRANCHISEE ENTITY
NAME organized under the laws of the State/Province of _______________ .

Waiving demand and notice, the undersigned hereby, jointly and severally, personally guarantee the full payment
of Developer's money obligations to us (and our parents or affiliates) and the performance of all of Developer's
other obligations under this Store Development Agreement. The undersigned, jointly and severally, agree that we
may, without notice to or consent of the undersigned, (a) extend, in whole or in part, the time for payment of
Developer's money obligations under the Store Development Agreement; (b) modify, with the consent of
Developer, any of its obligations under the Store Development Agreement; and/or (c) settle, waive or
compromise any claim that we have against Developer or any of the undersigned, all without in any way affecting
the personal guarantee of the undersigned. This Guarantee is intended to take effect as a sealed instrument.

_______________________________________ _____________________________________
Witness , individually
Print Name:

_______________________________________ _____________________________________
Witness , individually
Print Name:

_______________________________________ _____________________________________
Witness , individually
Print Name:

_______________________________________ _____________________________________
Witness , individually
Print Name:

144
EXHIBIT A

DEFINITION OF STORE DEVELOPMENT AREA

145
EXHIBIT B

I. Development Schedule:

Restaurant Type of Restaurant Years of Franchise Required Control Required Opening


Term Date Date
1 _________________ __________________ _______________ ______________
2 _________________ __________________ _______________ ______________
3 _________________ __________________ _______________ ______________
4 _________________ __________________ _______________ ______________
5 _________________ __________________ _______________ ______________
6 _________________ __________________ _______________ ______________
7 _________________ __________________ _______________ ______________
8 _________________ __________________ _______________ ______________

II. Initial Franchise Fees:

# of Restaurants ____ X IFF Per Restaurant _________ Total IFF Due $________________________

Less Discount, if applicable $________________________

Total Amount Due $________________________

IFF Deposit due and payable upon execution of this SDA $________________________

The remaining IFF for each Restaurant will be due and payable on ___________________________.

III. For each Restaurant, you will sign our then-current version of Franchise Agreement.

IV. Continuing Fees: The following fees shall apply for each Restaurant:

i. Continuing Franchise Fee: ______________

ii. Continuing Advertising Fees: ______________*

iii. Marketing Start-Up Fee: ______________


*plus any greater percentage agreed upon by a two-thirds majority of the Restaurants in the same
Designated Market Area.

V. Addenda [ ]_________________________________________________________________

VI. Term: The term of this Agreement shall expire on _______________.

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PC # _________________

CERTIFICATION OF AGREEMENT

By signing below, you acknowledge that you received our Franchise Disclosure Document (“FDD”) and have had the
opportunity to review it and obtain the advice of an attorney. Your answers to the questions below will provide us with
an opportunity to correct any possible misunderstandings prior to entering into the attached agreement with you
(“Agreement”). Therefore, your certification is important and we will act in reliance upon your answers below in signing
the Agreement.

Other than what is written in the Agreement or FDD, describe below any information provided by any employee or agent
of our company that has influenced your decision to sign the Agreement.

If the answer is “none,” please write “NONE” below.

Other than the historical information that is provided in Items 7 or 19 (including the Notes sections) of our FDD, describe
below any information provided by any employee or agent of our company about your future financial performance,
including sales, costs or profits, that has influenced your decision to sign the Agreement.

If the answer is “none,” please write “NONE” below.

If you do not complete and sign this page, we will not counter-sign the Agreement (or, if that has already taken place, we
have the right to void the Agreement).

I certify that the above information is true, as of the same date as that on which the Agreement was signed.

DEVELOPER:

Witness/Attest: _____________________________________

___________________________________ By:__________________________________

___________________________________ _____________________________________
Witness , individually
Print Name:

__________________________________ _____________________________________
Witness , individually
Print Name:

___________________________________ _____________________________________
Witness , individually
Print Name:
147
STORE DEVELOPMENT AREA SUMMARY PC: ______________________

STORE DEVELOPMENT AGREEMENT


This Agreement, dated ___________________, 201__, 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

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’ Donuts, Baskin-Robbins and/or Dunkin’ Donuts/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

148
Agreement shall provide that their purposes are limited to owning and operating Restaurants that we franchise to
you, unless we otherwise agree in writing. If you propose to add or subtract owners or change the ownership
percentages for a Franchise Agreement entered into under this Agreement, the proposal is subject to our prior
written approval.

4. Renewal and Extension Options

A. Renewal of Rights. This Agreement and the development rights granted in it expire on the date stated in
Exhibit B. If you wish to renew exclusive development rights for the same Store Development Area, you must
advise us in writing within twelve (12) months prior to the expiration of this Agreement. We will then reassess
the potential of the Store Development Area for further development. If we and you agree that there is potential
for additional Restaurants, we will offer you the first opportunity to enter into a new agreement for the Store
Development Area, provided that you have timely, and without extension, amendment, or our election to waive
any failure by you to meet the deadlines set forth in this Agreement, met your Development Schedule under this
Agreement, you are in compliance with all of your Dunkin’ Donuts, Baskin-Robbins and/or Dunkin’
Donuts/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’ Donuts
Restaurants, and will not pertain to the renewal rights for the development of Baskin-Robbins or Dunkin’
Donuts/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’ Donuts and/or Dunkin’ Donuts/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

149
affiliates and us, you meet the Criteria to Expand, and the party that controls the opportunity permits us to do so.
You will have fifteen (15) days to accept the offer in writing. Except as provided in 6.B, special distribution
opportunities that you develop do not count toward the number of Restaurants you are required to develop under
this Agreement, and the IFF is in addition to the IFF required under this Agreement.

In addition, if there are Restaurants operated by other franchisees in the Store Development Area, then we
reserve the right to approve the relocation of each such Restaurant within its trade area. Further, this Agreement
only grants rights as to the operation of Restaurants. You have no other rights to the use, enjoyment or benefit of
the Dunkin’ Donuts and/or Baskin-Robbins name(s) or trademarks. We retain the complete right to distribute
Dunkin’ Donuts 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’ Donuts 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’ DONUTS 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 the “Select Developing Markets Terms,” the “Select Developing Markets
Deeper Terms” or any other then current incentive programs related to opening prior to the applicable 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’ Donuts and/or
Baskin-Robbins System(s) to anyone. “Confidential Information” means information that is not generally
available to the public.

150
8. Suspension of Development Rights; Default and Termination. We may terminate this Agreement if: (a)
you default on a monetary obligation to us and do not cure the default within seven (7) days from the date you
receive our written Notice to Cure; or (b) you default on any other provision of this Agreement and do not cure
the default within thirty (30) days from the date you receive our written Notice to Cure. If state law requires a
longer cure period, then that longer period shall apply. We may terminate this Agreement, without any
opportunity to cure, if you violate the confidentiality provision, if you are convicted of or plead guilty or no
contest to a felony or crime of moral turpitude, if you commit a fraud upon any of our affiliate(s) or us, or if we
terminate any of your Franchise Agreements in the DMA in which this Store Development Area is located. If we
terminate this Agreement, then you must immediately pay us all unpaid Initial Franchise Fees (as set forth in
Exhibit B), without reduction or offset, even if you did not open any or all of the Restaurants.
If at any time you do not meet our then-current Criteria to Expand, we may suspend your right to develop by a
written notice. The suspension will be in effect until you are not in default and meet the Criteria to Expand. Any
suspension will not alter your Development Schedule unless we, in our sole discretion, grant an extension in
writing.

9. Transfers of Interest

A. Transfer by Us: This Agreement inures to the benefit of our successors and assigns, and we may assign our
rights to any person or entity that agrees in writing to assume all of our obligations. Upon transfer, we will have
no further obligation under this Agreement, except for any accrued liabilities.

B. Transfer by You: We entered into this Agreement based on your qualifications. You may transfer a direct or
indirect interest in this Agreement, but the Store Development Area and the associated rights and obligations are
a package and are not themselves divisible in any way. Any transfer requires our prior written consent, which
will not be unreasonably withheld. In the event a person holding a direct or indirect interest dies, that person’s
legal representative must, within nine (9) months of the event, apply in writing to transfer that interest with notice
to all other persons having a direct or indirect interest in this Agreement.
C. Transfer Fee: At the time of transfer, you must execute a general release of us in our standard form, and pay us
a Transfer Fee of $10,000. In lieu of the Transfer Fee, we will only charge our then-current Fixed Documentation
Fee if the original signatories to this Agreement retain more than fifty percent (50%) of the interest in this
Agreement after the transfer, or if any of the interests transfer to the spouse(s) or children of the original
signatories, or if all of the interests transfer to beneficiaries or heirs of an owner who dies or becomes mentally
incapacitated.
D. Right of First Refusal: We have a right of first refusal for any proposed transfer. You must provide us with a
copy of any agreement (and any amendment to the agreement) for the transfer, and we will have sixty (60) days
after receipt to notify you that we are exercising our option to purchase the interest under the same terms and
conditions. If we do so, you still are obligated to pay a Transfer Fee.

10. Dispute Resolution

A. Waiver of Rights: The parties waive and agree not to include in any pleading or arbitration demand: class
action claims; demand for trial by jury; claims for lost profits; or claims for punitive, multiple, or exemplary
damages. If any pleading is filed that contains any of these claims or a jury demand, or if a court determines that
all or any part of the waivers are ineffective, then the pleading shall be dismissed with prejudice, leaving the
pleading party to its arbitration remedy. No claim by you can be consolidated with the claims of any other holders
of development rights. If such claims and demands cannot be waived by law, then the parties agree that any
recovery shall not exceed two (2) times actual damages. Your actual damages are limited to your out-of-pocket
expenses only and do not include any other form(s) of damages.
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

151
established arbitration association acceptable to you and us) and under the Federal Rules of Evidence. The
plaintiff's election to arbitrate or to submit the dispute to the court system is binding on the parties, except that we
shall have the option to submit to a court any of the following actions: to collect fees due under this Agreement;
for injunctive relief; to protect our intellectual property, including Proprietary Marks; and to terminate this
Agreement for a default. For any arbitration, the arbitrator(s) shall issue a reasoned award, with findings of fact
and conclusions of law. The arbitration award and the decision on any appeal will be conclusive and binding on
the parties. Actions to enforce an express obligation to pay money may be brought under the Expedited
Procedures of the AAA’s Commercial Arbitration Rules. The place of arbitration shall be in the state the
majority of the Store Development Area is located. The Federal Arbitration Act shall govern, excluding all state
arbitration law. Massachusetts’s law shall govern all other issues. Any arbitration or court action must be
commenced within two (2) years after discovery of facts giving rise to the claim.
C. Scope of Arbitration: Disputes concerning the validity or scope of this Section 10, including whether a dispute is
subject to arbitration, is beyond the authority of the arbitrator(s) and shall be determined by a court of competent
jurisdiction pursuant to the Federal Arbitration Act, 9 U.S.C. §1 et seq., as amended from time to time. The
provisions of this Section 10 shall continue in full force and effect subsequent to any expiration or termination of
this Agreement.

D. Appeals: Either party may appeal the final award of the arbitrator(s) to the U.S. District Court in which the
arbitration was held. The Court’s review of the arbitrator’s findings of fact shall be under the clearly erroneous
standard, and the Court’s review of all legal rulings shall be de novo. If it is determined that this provision for
federal court review is not enforceable, then either party may appeal the arbitrator’s final award to a panel of
three arbitrators chosen under AAA procedures, employing the same standards of review stated immediately
above.

E. Attorneys’ Fees: If either party hereto brings or commences legal proceedings to enforce any of the terms of
this Agreement or to assert any rights hereunder, the successful party in such action shall be entitled to receive
and shall receive from the other party hereto, a reasonable sum as attorney's fees and costs, such sum to be fixed
by the court or arbitrator(s) in such action, as applicable.

11. Miscellaneous.

A. You are an independent contractor of ours. Neither party to this Agreement has the power to bind the other.
Neither party is liable for any act, omission, debt or any other obligation of the other, and you and we agree to
indemnify and save each other harmless from any such claim and the cost of defending such claim. The waiver by
either party of a breach of any provision of this Agreement applies only to that one breach and only to that one
provision. If we accept payments from any person or entity other than you, such payments will be deemed made
by such person as your agent and not as your successor. If, for any reason, any provision of this Agreement is
determined to be invalid or to conflict with an existing or future applicable law, then the remaining provisions
will continue to bind the parties and the invalid or conflicting provision will be deemed not to be a part of this
Agreement. Our rights and remedies are cumulative. The limited right to use the “Dunkin’ Donuts” 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.

152
C. All notices shall be sent by nationally recognized overnight courier or certified mail to us c/o Dunkin’ Brands,
Inc., as Manager to the addresses above, or to such other addresses as you and we provide each other in writing.
All notices to us shall be sent to “Attention: Legal Department.”

D. Your success in this business is speculative and depends, to an important extent, upon your ability as an
independent business owner. We do not represent or warrant that any locations we approve will achieve a certain
level of sales or be profitable. If we provide maps, demographics or other information to you in connection with
the Store Development Area, we do so without any representation or warranty that the information is complete,
accurate or current. We do not represent that you will be able to find or secure locations within the Store
Development Area or that you will be able to develop all of the required Restaurants. By your signature below,
you acknowledge that you have entered into this Agreement after making an independent investigation of the
Dunkin’ Donuts and/or Baskin-Robbins System(s) and the Store Development Area.

(The remainder of this page is intentionally left blank.)

153
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have duly
executed, sealed and delivered this Agreement in duplicate the day and year first written above.

ATTEST/WITNESS: (Developer)
[insert corp., LLC or partnership]

_________________________________________ _________________________________________

DUNKIN' DONUTS FRANCHISING LLC and/or


BASKIN-ROBBINS FRANCHISING LLC
(as applicable)

By: _________________________________________

154
PERSONAL GUARANTEE

The undersigned represent and warrant that they hold a direct or an indirect interest in FRANCHISEE ENTITY
NAME organized under the laws of the State/Province of ___________.

Waiving demand and notice, the undersigned hereby, jointly and severally, personally guarantee the full payment
of Developer's money obligations to us (and our parents or affiliates) and the performance of all of Developer's
other obligations under this Store Development Agreement. The undersigned, jointly and severally, agree that we
may, without notice to or consent of the undersigned, (a) extend, in whole or in part, the time for payment of
Developer's money obligations under the Store Development Agreement; (b) modify, with the consent of
Developer, any of its obligations under the Store Development Agreement; and/or (c) settle, waive or
compromise any claim that we have against Developer or any of the undersigned, all without in any way affecting
the personal guarantee of the undersigned. This Guarantee is intended to take effect as a sealed instrument.

_______________________________________ _____________________________________
Witness , individually
Print Name:

_______________________________________ _____________________________________
Witness , individually
Print Name:

_______________________________________ _____________________________________
Witness , individually
Print Name:

_______________________________________ _____________________________________
Witness , individually
Print Name:

155
EXHIBIT A

DEFINITION OF STORE DEVELOPMENT AREA

PLEASE NOTE THAT THE TERRITORY GRANTED FOR DUNKIN’ DONUTS DEVELOPMENT
MAY VARY FROM THE TERRITORY GRANTED FOR BASKIN-ROBBINS DEVELOPMENT

156
EXHIBIT B

I. Development Schedule:

Restaurant Type of Restaurant Years of Franchise Required Control Required Opening


Term Date Date
1 _________________ __________________ _______________ ______________
2 _________________ __________________ _______________ ______________
3 _________________ __________________ _______________ ______________
4 _________________ __________________ _______________ ______________
5 _________________ __________________ _______________ ______________
6 _________________ __________________ _______________ ______________
7 _________________ __________________ _______________ ______________
8 _________________ __________________ _______________ ______________

II. Initial Franchise Fees:


# of Dunkin’ Donuts/Baskin-Robbins Restaurants ____ X IFF Per Store _________ = $_____________
# of Dunkin’ Donuts Restaurants ____ X IFF Per Store _________ = $_____________
# of Baskin-Robbins Restaurants ____ X IFF Per Store _________ = $_____________

Total IFF Due $_____________


Less Discount, if applicable $_____________

IFF Deposit due and payable upon execution of this SDA $____________

The remaining IFF for each Restaurant will be due and payable on ___________________________.

III. For each Restaurant, you will sign our then-current version of Franchise Agreement.

IV. Continuing Fees: The following fees shall apply for each Restaurant:

i. Continuing Franchise Fee: ______________

ii. Continuing Advertising Fees: ______________*

iii. Marketing Start-Up Fee: ______________


*plus any greater percentage agreed upon by a two-thirds majority of the Restaurants in the same
Designated Market Area.

V. Addenda [ ]_________________________________________________________________

VI. Term: The Dunkin’ Donuts term of this Agreement shall expire on _______________.

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

157
STORE DEVELOPMENT AREA SUMMARY: PC # _________________

CERTIFICATION OF AGREEMENT

By signing below, you acknowledge that you received our Franchise Disclosure Document (“FDD”) and have had the
opportunity to review it and obtain the advice of an attorney. Your answers to the questions below will provide us with
an opportunity to correct any possible misunderstandings prior to entering into the attached agreement with you
(“Agreement”). Therefore, your certification is important and we will act in reliance upon your answers below in signing
the Agreement.

Other than what is written in the Agreement or FDD, describe below any information provided by any employee or agent
of our company that has influenced your decision to sign the Agreement.

If the answer is “none,” please write “NONE” below.

Other than the historical information that is provided in Items 7 or 19 (including the Notes sections) of our FDD, describe
below any information provided by any employee or agent of our company about your future financial performance,
including sales, costs or profits, that has influenced your decision to sign the Agreement.

If the answer is “none,” please write “NONE” below.

If you do not complete and sign this page, we will not counter-sign the Agreement (or, if that has already taken place, we
have the right to void the Agreement).

I certify that the above information is true, as of the same date as that on which the Agreement was signed.

DEVELOPER:

Witness/Attest: ____________________________________

___________________________________ By:__________________________________

___________________________________ _____________________________________
Witness , individually
Print Name:

__________________________________ _____________________________________
Witness , individually
Print Name:

___________________________________ _____________________________________
Witness , individually
Print Name:

158
SDA #__________ PC#___________

FRANCHISE AGREEMENT
This Franchise Agreement (“Agreement”), dated _________________, 201___, is made by and
between BASKIN-ROBBINS FRANCHISING LLC, a Delaware Limited Liability Company and an
indirect, wholly-owned subsidiary of Dunkin’ Brands, Inc., with principal offices at 130 Royall Street,
Canton, Massachusetts 02021 (“Baskin-Robbins”, “we”, “us” or “our”), and the following individual(s)
and/or entity:

(individually or collectively referred to as "Franchisee,” “you” or “your”).

CONTRACT DATA SCHEDULE

A. Location of the Restaurant:

(number) (street) (city or town) (state) (zip code)

B. Term: _________________ ( ) years from the first date the Restaurant opens to serve the
general public, or, in the case of an existing Restaurant, until ____________________, _______.

C.1 Initial Franchise Fee: ______________________________________ dollars ($ )

C.2 Initial Training Fee: ______________________________________ dollars ($ )

D. Marketing Start-Up Fee: _____________________________________ dollars ($ )


for current event; per Brand Standards for all subsequent branding or re-branding events

E.1. Continuing Franchise Fee Rate: ________________________ percent (___%) of Gross Sales

E.2. Continuing Training Fee: ___________________________________ dollars ($ )


due upon execution and annually thereafter at the then-current rate

F. Continuing Advertising Fee Rate: -------------------------------FIVE-- percent (5.0%) of Gross Sales

G. Remodel Date: In the case of a new Restaurant, the date ten (10) years after the first date the
Restaurant opens to serve the general public, or, in the case of an existing Restaurant, on
.

Refurbishment Date: In the case of a new Restaurant, the date five (5) years and fifteen (15)
years after the first date the Restaurant opens to serve the general public; or, in the case of an
existing Restaurant, on ___________________.

H. Address for notice to FRANCHISEE shall be at the Restaurant, unless another address is
inserted here: _________________________________________________________________

I. Permitted Financing: no more than 90% of (i) the initial investment in the building, site and
additional development, equipment, fixtures and signs for new restaurants or (ii) the purchase
price for existing restaurants. (Initial)
J. Addenda: [ ] _____________________________________________________________

Form last revised April 2018

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TERMS AND CONDITIONS
© APRIL 2018

SECTION 1. PARTIES

1.0 This Agreement is a non-exclusive license to operate a Baskin-Robbins business granted


by us and to you. The franchisee, location and term are as specified in the accompanying
Contract Data Schedule.

SECTION 2. GRANT OF THE FRANCHISE

2.0 As a result of the expenditure of time, effort and money, we have acquired experience and
skill in the continued development of the Baskin-Robbins System (the “System”), which involves
the conceptualization, design, specification, development, operation, marketing, franchising and
licensing of restaurants and associated concepts for the sale of proprietary and non-proprietary
food and beverage products.

2.1 In connection with the System, we own or have the right to license certain intellectual
property. This property includes trademarks, service marks, logos, emblems, trade dress, trade
names, including Baskin-Robbins®, and other indicia of origin (collectively, the “Proprietary
Marks”), as well as patents and copyrights. The Proprietary Marks include trademarks on the
Principal Register of the United States Patent and Trademark Office. From time to time we may
supplement or modify the list of Proprietary Marks associated with the System.

2.2 As franchisor, we have the right to establish “Standards” for various aspects of the System
that include the location, specifications, physical characteristics and quality of operating systems
of restaurants and other concepts; the products that are sold; the qualifications of suppliers; the
qualifications, organization and training of franchisees and their personnel; the timely marketing
of products and our brand, including execution of marketing windows; and all other things
affecting the experience of consumers who patronize our System. We make those Standards
available to you in our manuals and in other forms of communication, which we may update
from time to time. Complete uniformity may not be possible or practical throughout the System,
and we may from time to time vary Standards as we deem necessary or desirable for the
System. The Standards do not include any personnel or any tools, policies or procedures which
we may make available for optional use; the franchisee alone will determine to what extent, if
any, these optional tools, policies and procedures will be used in its operations.

2.3. As franchisee, you are solely responsible for the conduct of your employees and for
otherwise exercising day-to-day control over your franchised business. You also have the
responsibility to adhere to the Standards of the System as they now exist and may from time to
time be modified, and you acknowledge that at the heart of the System and this franchise
relationship is your commitment to that responsibility. Furthermore, you acknowledge that your
commitment is important to us, to you, and to other franchisees in order to promote the goodwill
associated with our System and Proprietary Marks, and that this Agreement should be
interpreted to give full effect to this paragraph.

2.4 (a) Accordingly, for the Term of this Agreement, we grant you the license, and you accept
the obligation, to operate a Restaurant (the “Restaurant”) within our System, using our
intellectual property, only in accordance with our Standards and the other terms of this
Agreement. This license is non-exclusive and relates solely to the single Restaurant location set
forth in the Contract Data Schedule. We retain the right to operate or license others to operate

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Baskin-Robbins restaurants and other concepts, and to grant other licenses relating to the
Proprietary Marks, at such locations and on such terms as we choose. We may use or license
others to use the Proprietary Marks in ways that compete with your location and that draw
customers from the same area as your Restaurant.

2.4 (b) Conditional Renewal of Franchise. This Agreement shall not automatically renew upon
the expiration of the Term. You have an option to renew the Franchise upon the expiration of
the Term for one (1) additional term of twenty (20) years (the “Renewal Term”) if, and only if,
each and every one of the following conditions has been satisfied:

(i) You give us written notice of your desire to renew the Franchise at least twelve
(12) months, but not more than eighteen (18) months (the “Renewal Notice Period”) prior to the
end of the Term.

(ii) You have maintained the Standards and otherwise sustained compliance with
the terms and conditions of your Franchise Agreement (and lease with our affiliate or us, if
applicable) over the Term of the Franchise Agreement; you must not have any uncured defaults
under this Agreement at the time you provide notice; all your debts and obligations to us under
this Agreement (and any lease if we are your landlord) or otherwise must be current through the
expiration of the Term, including your Continuing Advertising Fee obligations to the Fund (as
defined in Section 6); and we have not issued more than three (3) Notices to Cure or other
default notices over the course of the ten (10) year period directly preceding expiration of the
Term;

(iii) You execute and deliver to us, within 14 days (or any longer period required by
law) after delivery to you, the then-current form of Franchise Agreement being offered to new
franchisees at the time of renewal, including all exhibits and our other then-current ancillary
agreements. The terms and conditions and fee structures in the then-current Franchise
Agreement may differ from this Agreement;

(iv) We approve the site and the terms of any lease extension or new lease covering
the Renewal Term, whether the lease for the Premises is with our affiliate or with a third party,
including a third party in which you have an interest (and, if there is to be a new lease with a
third party, you deliver to us our Option to Assume Lease executed by you and your landlord).

(v) You pay us our then-current renewal fee;

(vi) You and all of your direct and indirect shareholders, partners and members
execute and deliver a termination of franchise agreement, in the form we prescribe from time to
time that releases all claims that you may have against us, and our parents, affiliates and
subsidiaries, and their officers, directors, shareholders and employees in both their corporate
and individual capacities;

(vii) You Remodel the Restaurant on or before the expiration of the Term, in
accordance with Section 8.1 of this Agreement;

(viii) If you lease the Premises from our affiliate, you agree that we have no obligation
to exercise any lease option, if available, or otherwise extend the term of any prime lease for the
Renewal Term to accommodate this Conditional Renewal Term, however, in the event we
decide not to exercise our lease option, we will use reasonable efforts to effect a transfer of the
lease to you as prime tenant; additionally, you acknowledge and agree that we have the right to

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relocate the Restaurant at the end of any Term, and in such event, the Conditional Renewal
Term would apply to the relocated Restaurant should you qualify for it.

2.5 We will maintain a continuing advisory relationship with you by providing such assistance
as we deem appropriate regarding the development and operation of the Restaurant. We may
require that you designate a fully-trained person as our primary contact. We will advise on the
selection of the Restaurant’s site as well as its construction, design, layout, equipment,
maintenance, repair and remodeling. We will advise on the training of managers and crew
personnel with regard to brand Standards, however all training of your employees, whether or
not it relates to brand Standards, shall remain your sole responsibility; on marketing and
merchandising; on inventory control and record-keeping; and on other aspects of Restaurant
operations. In support of our advisory relationship, we will make available to you our then-
current manuals setting out our Standards, together with explanatory policies, procedures and
other materials that may be useful to you in complying with those Standards. We shall continue
our efforts to maintain high and uniform standards of quality, cleanliness, appearance and
service for all Baskin-Robbins restaurants.

2.6 We have established a franchisee advisory council comprised of members elected by


franchisees in accordance with an election process prescribed by us as well as members
appointed by us. We will consult with this group from time to time. This council will serve
solely in an advisory capacity.

SECTION 3. DEVELOPMENT OF THE RESTAURANT

3.0 You agree that the Restaurant and any real estate controlled by you and appurtenant to
the Restaurant (the “Premises”) must be designed, laid out, constructed, furnished, and
equipped to meet our Standards, and you must satisfy any conditions to our approval of the
development. Any deviations from our Standards must have our prior written approval. Any
plans that we provide to you, and our approval of any plans you submit to us, relate solely to
compliance with our Standards and should not be construed as a representation or warranty
that the plans comply with applicable laws and regulations. That responsibility is solely yours. At
our written request, you must promptly correct any unapproved deviations from our Standards in
the development of the Restaurant or Premises. If you lose the use and enjoyment of the
Premises before the end of the Term, this Agreement will automatically terminate without further
notice. If you do not open your Restaurant within fifteen (15) months of signing this Agreement,
then we will have the right to terminate this Agreement; provided, however that this sentence
does not serve to amend your Store Development Agreement (“SDA”), if any, or modify any
Required Opening Date contained therein.

SECTION 4. TRAINING

4.0 Before the Restaurant opens for business, and from time to time thereafter, we will make
various mandatory and optional training programs regarding Standards that we have developed
or obtained available to you, your management and your other Restaurant employees. We will
conduct training programs regarding Standards, and we may require you to conduct training
programs through your own properly certified (by us) trainers or supervisors. These programs
may be conducted, at our option, in a Restaurant or other site, or through the internet or other
electronic media. You agree to timely and successfully complete, and to require your
management and your other Restaurant employees to timely and successfully complete, all
training regarding Standards. Some training programs or systems may require the payment of
fees.

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4.1 You are responsible for your costs incurred in receiving any Standards training and in
conducting your own training, including the cost of any materials and the salaries and travel
expenses of yourself, your management, and your other employees. In the event that the
Restaurant repeatedly fails to meet Standards, then in addition to whatever other remedies we
may have, we may require you, your management and your other Restaurant employees to
participate in additional training programs at your expense, and you may be required to
reimburse us for the costs of providing such training.

4.2 If you are a new franchisee and you are entering the System through the acquisition of
an existing location or you need to have additional individuals attend training, you will need to
pay the Initial Training Fee set forth in the Contract Data Schedule.

SECTION 5. FEES, PAYMENTS AND REPORTING OF SALES

5.0 Initial Franchise Fee. The amount and timing of payment of the Initial Franchise Fee is
specified in the Store Development Agreement (“SDA”) relating to the location. If there is no
SDA, the amount is specified in the Contract Data Schedule, and payment is due upon the
signing of this Agreement, which must occur prior to commencing construction of the
Restaurant.

5.1 Marketing Start-Up Fee. In connection with a material branding or re-branding event
such as the opening, re-opening or remodel of the Restaurant or any other event set forth in our
Standards, you agree to undertake promotional activities in the manner and to the extent that
we prescribe in accordance with our Standards. We will advise you in writing of the manner and
timing of payment of such activities. If we have established a minimum dollar expenditure for
your Restaurant opening promotional activities, that amount will be set forth on the Contract
Data Schedule.

5.2 Continuing Franchise Fees. You agree to pay us a Continuing Franchise Fee on or
before Thursday of each week, for the seven-day period ending at the close of business on
Saturday, twelve days previous. The amount due should be calculated by multiplying (a) the
Gross Sales of the Restaurant for that seven-day period by (b) the Continuing Franchise Fee
percentage stated in the Contract Data Schedule. We will specify the means and manner of
payment from time to time, in writing.

5.3 Continuing Advertising Fee. You agree to pay us a Continuing Advertising Fee on or
before Thursday of each week, for the seven-day period ending at the close of business on
Saturday, twelve days previous. The amount due should be calculated by multiplying (a) the
Gross Sales of the Restaurant for that seven-day period by (b) the Continuing Advertising Fee
percentage stated in the attached Contract Data Schedule. The Continuing Advertising Fee
should be paid at the same time and in the same manner as the Continuing Franchise Fee,
unless we specify otherwise, in writing.

5.4 Additional Advertising Fee. If two-thirds of the Restaurants in the Designated Market
Area (“DMA”) in which the Restaurant is located, or two-thirds of the restaurants in the
continental United States, vote to support payment of Additional Advertising Fees for,
respectively, a market-based or nationally-based program, you agree to pay such fees and your
Restaurant will participate in that program. Any Additional Advertising Fees will be used only for
the related program voted on by the restaurants. We will specify the means and manner of
payment from time to time, in writing.

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5.5 “Gross Sales” means all revenue related to the sale of approved products and provision
of services (including but not limited to direct delivery, catering and/or delivery services through
third parties) through the operation of the Restaurant, but does not include money received for
the sale of stored value cards and deposited into a central account maintained for the benefit of
the System; taxes collected from customers on behalf of a governmental body; or the sale of
approved products to another entity franchised or licensed by us for subsequent resale. All
sales are considered to have been made at the time the product or prepaid product
voucher/card/coupon (excluding stored value cards) is delivered to the purchaser, regardless of
timing or form of payment. Revenues lost due to employee theft are not deductible from Gross
Sales. You must submit any wholesale account for our prior approval using the procedure we
specify from time to time. We may withdraw our approval at any time.

5.6 Taxes on Fees. If any tax or fee other than federal or state income tax is imposed on us
by any governmental agency due to our receipt of fees that you pay to us under this Agreement,
then you agree to pay us the amount of such tax as an additional Continuing Franchise Fee.

5.7 Late Fees, Interest and Costs. If you are late in paying all or part of a fee due to us, then
you must also pay us our then-current late fee and interest on the unpaid amount calculated
from the date due until paid at the rate of one and one-half percent (1.5%) per month, or the
highest rate allowed by law, whichever is less. You must also pay all collection charges,
including reasonable attorneys' fees, incurred by us to collect fees that are due.

5.8 Sales Reporting and Electronic Fund Transfer (“EFT”). You agree to participate in our
specified program or procedure for sales reporting and payment of fees that are due, whether it
is electronic fund transfer or some successor program, in accordance with our Standards. You
agree to assume the costs associated with maintaining your capability to report sales and
transfer funds to us. In no event will you be required to pay any sums before the date they are
due, as described above.

SECTION 6. ADVERTISING

6.0 We have established and administer The Baskin-Robbins Advertising and Sales
Promotion Fund (the “Fund”), and direct the development of all advertising, marketing and
promotional programs for the System. We may use up to twenty percent (20%) of Continuing
Advertising Fees but none of Additional Advertising Fees for the administrative expenses of the
Fund and for programs designed to increase sales and further develop the reputation and image
of the brand. The balance, including any interest earned by the Fund, will be used for
advertising and related expenses. The content of all activities of the Fund, including the media
selected and employed, as well as the area and restaurants targeted for such activities, will be
determined by us.

6.1 We are not obligated to make expenditures for you that are equivalent or proportionate to
your contributions to the Fund, or to ensure that you benefit directly or on a pro rata basis from
the Fund’s activities. Upon your request, we will provide you with an audited statement of
receipts and disbursements for the Fund that is audited by an independent, certified public
accountant, for each fiscal year of the Fund.

6.2 From time to time, we may create a national or local promotional program(s) that, for a
limited time, involves the giveaway of a specified product, or its sale at some specified price.
We also may create programs for frequency and loyalty cards, and redemption of gift

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certificates, coupons, and vouchers the duration of which will be determined by us. If we
designate any such program as mandatory, you agree to participate fully in that program.

6.3 If you wish to use any advertising or promotional material that you have prepared or
caused to be prepared, then you must submit the material and the proposed use for our prior
written approval in advance of any use, and discontinue such use when we require. Our prior
written approval may take the form of guidelines.

SECTION 7. OPERATIONS

7.0 Operating in Accordance with Our Standards. You agree to operate the Restaurant in
accordance with all of our Standards, some of which are set forth in this section. Among other
things, you agree to:

7.0.1 Keep the Restaurant open and in continuous operation for those days and hours that we
prescribe from time to time, and use the Restaurant and Premises only as a Baskin-Robbins
business, unless we give written approval to do otherwise;

7.0.2 Install and use only equipment, furnishings, fixtures, and signage that we approve,
replace them as we may require, and source them from suppliers, of which we may be one that
we have approved in writing;

7.0.3 Install and use a retail information system that we approve and whose information is
continuously accessible to us, for our access and use, through polling or other direct or remote
means that we may specify;

7.0.4 Use only supplies, materials, and other items that we approve, and source them from
approved suppliers, of which we may be one;

7.0.5 Sell all required products, sell only approved products, and source them from suppliers
that we approve, of which we may be one, and maintain a sufficient supply of all approved
products to meet customer demands at all times, unless you receive our written approval to do
otherwise;

7.0.5.1 You will place orders with us or our designated supplier at such times and in such manner
as we or our designated supplier prescribes from time to time. You will provide us or our
designated supplier with means of access to the Restaurant’s frozen storage facility for delivery in
accordance with regular route schedules as we or our designated supplier prescribes from time to
time. We or our designated supplier may refuse to process orders or to impose a reasonable late
or delivery charge for orders that are not placed timely.

7.0.6 Hire and maintain a sufficient number of properly trained managers and employees to
render quick, competent and courteous service to Restaurant customers in accordance with our
Standards, to increase sales and to further develop the reputation and image of the brand.
Neither party will, during the Term of this Agreement, directly or indirectly solicit or employ any
person who is employed by the other or any of their affiliated companies.

7.0.7 Comply with all of our requirements relating to health, safety and sanitation;

7.0.8 Sell products to a third party (including other franchisees) for subsequent resale only
with our prior written approval, and only if the product is approved for resale;

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7.0.9 Keep our confidential manuals up-to-date and accessible in the Restaurant, and make
them available only to those of your employees who need access to them in order to operate
the franchised business; and

7.0.10 Timely execute marketing windows.

7.1 Obey All Laws. You agree to comply with all civil and criminal laws, ordinances, rules,
regulations and orders of public authorities pertaining in any way to the occupancy, operation
and maintenance of the Restaurant and Premises.

7.2 Right of Inspection. You agree that our employees and agents have the right to enter the
Restaurant and Premises without notice during hours in which the Restaurant is open for
business to determine your compliance with Standards and this Agreement. During the course
of any such inspection, we may photograph or video any part of the Restaurant. We may select
ingredients, products, supplies, equipment and other items from the Restaurant to evaluate
whether they comply with our Standards. We may require you to immediately remove non-
conforming items at your expense, and we may remove them at your expense if you do not
remove them upon request.

7.3 Determination of Prices. Except as we may be permitted by law to require a particular


price, you are free to determine the prices you charge for the products you sell.

7.4 Conditions of Employment. You are solely responsible for all labor and employment
decisions, including hiring, training, disciplining, promoting, discharging, scheduling, and setting
wages and terms of employment with respect to the Restaurant. We do not mandate or control
labor or employment matters for you or for your management or your other employees. You
agree to comply with all civil and criminal laws, ordinances, rules and regulations related to
employment, including wage and hour laws.

7.5 Suppliers. We have the right to approve or disapprove any supplier to your Restaurant or
to the System. From time to time, we may enter into or require national or regional exclusive
supply arrangements with one or more independent suppliers for certain approved products. In
evaluating the need for an exclusive supplier, we may take into account, among other things,
the uniqueness of the product; the projected price and required volume of the product; the
investment required and the ability of the supplier to meet the required quality and quantity of
the product; the availability of qualified, alternative suppliers; the duration of the exclusivity; and
the desirability of competitive bidding.

7.6 Complaints. You must submit to us copies of any customer complaints relating to the
Restaurant or Premises. You must submit to us copies of any communications from public
authorities about actual or potential violations of laws or regulations relating to the operation or
occupancy of the Restaurant or Premises. We will specify from time to time the manner of
submission of this information to us.

7.7 Courtesy. The parties will continuously strive to treat each other with courtesy and respect
in all aspects of the franchise relationship.

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SECTION 8. REPAIRS, MAINTENANCE, REFURBISHMENT AND REMODEL

8.0 Repairs and Maintenance: You agree to continuously maintain the Restaurant and
Premises, including all fixtures, furnishings, signs and equipment, in the degree of cleanliness,
orderliness, sanitation and repair, as prescribed by our Standards. You agree to make needed
repairs (and replacements) to the Restaurant and Premises, including all fixtures, furnishings,
signs and equipment, on an ongoing basis to ensure that your use and occupancy of the
Restaurant and Premises conform to our Standards at all times. You are responsible for the
costs associated with maintenance, repairs and replacements, alterations and additions.

8.1 Refurbishment and Remodel: No later than the Refurbishment Dates described in the
Contract Data Schedule, you must refurbish the Restaurant in accordance with our then-current
refurbishment Standards as generally described below. No later than the Remodel Dates
described in the Contract Data Schedule, you must remodel the Restaurant in accordance with
our then-current remodel Standards as generally described below, including those relating to
fixtures, furnishings, signs and equipment. You are responsible for the costs of Refurbishments
and Remodels.

Our refurbishment Standards generally include, but are not limited to, enhancements,
improvements or upgrades to: exterior lighting and signage, pre-order board or other drive-thru
equipment and signage, landscape design, new style wall covering and countertops, current
seating and guest experience packages and/or production equipment or technology.

Our remodel Standards generally include, but are not limited to, enhancements, improvements
or upgrades to the: site, building, equipment, technology and operational systems as necessary
to bring the Restaurant up to the then-current Brand image and Standards.

8.2 You may not defer your ongoing obligation to maintain, repair and replace because of a
forthcoming refurbishment or remodel, or defer a scheduled refurbishment or remodel due to
recent maintenance.

SECTION 9. PROPRIETARY MARKS

9.0 You agree to use only the Proprietary Marks we designate and in the manner that we
approve. You may use and display such Proprietary Marks only in connection with the operation
of the Restaurant and in compliance with our Standards.

9.1 You may not use the Proprietary Marks to advertise or sell products or services through
the mail or by any electronic or other medium, including the internet, without our prior written
approval. Our right of approval of any internet usage of our Proprietary Marks includes approval
of the domain names and internet addresses, website materials and content, social media, and
all links to other sites. We have the sole right to establish an internet “home page” using any of
the Proprietary Marks, and to regulate the establishment and use of linked home pages by our
franchisees.

9.2 You agree not to use the Proprietary Marks or the names “Baskin-Robbins”, “Baskin”,
“BR”, ”31 Flavors” or anything confusingly similar as part of your corporate or other legal name,
or as part of any e-mail address, domain name, social media accounts, or other identification
of you or your business, in any medium. In all approved uses of the Proprietary Marks on your
business forms such as your letterhead, invoices, order forms, receipts, and contracts, you must
identify yourself as our franchisee and your business as independently owned and operated.

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9.3 You have no rights in the Proprietary Marks or our System other than those explicitly
granted in this Agreement, and you may not sublicense the Proprietary Marks.

9.4 You agree to notify us promptly of any litigation relating to the Restaurant or the
Proprietary Marks. In the event we undertake the defense or prosecution of any such litigation,
you agree to execute any and all documents and do such acts and things as may be necessary,
in the opinion of our counsel, to carry out such defense or prosecution.

9.5 We will save, defend, indemnify and hold you and your successors and assigns harmless,
from and against (i) any and all claims based upon, arising out of, or in any way related to the
validity of your approved use of the Proprietary Marks and (ii) any and all expenses and costs
(including reasonable attorney’s fees) incurred by or on behalf of you in the defense against any
and all such claims.

SECTION 10. RESTRICTIVE COVENANTS

10.0 You acknowledge that, as our franchisee, you will receive specialized training, including
operations training, in the System that is beyond your present skills and those of your managers
and employees. You further acknowledge that you will receive access to our confidential and
proprietary information including methods, practices and products, which will provide a
competitive advantage to you. As a condition of training you, sharing our confidential and
proprietary information with you and granting you a license to operate the Restaurant within our
System and use our intellectual property, we require the following covenants in order to protect
our legitimate business interests and the interests of other franchisees in the System:

10.1 During the Term of this Agreement, neither you nor any shareholder, member, partner,
officer, director or guarantor of yours, or any person or entity who is in active concert or
participation with you or who has a direct or indirect beneficial interest in the franchised
business, may have a direct or indirect interest in, perform any activities for, provide any
assistance to, sell any approved products to, or receive any financial or other benefit from any
business or venture that sells products that are the same as or substantially similar to those sold
in Baskin-Robbins restaurants, except for i) other Baskin-Robbins restaurants that we franchise
to you or ii) real property owned by you; provided, however, no business located on the real
property may either a) be an ice cream or frozen treat store or b) derive more than 15% of its
overall revenue from products that are the same as or substantially similar to those sold in
Baskin-Robbins restaurants; divert or attempt to divert any Baskin-Robbins business or
customer away from the Restaurant or the System; oppose the issuance of a building permit,
zoning variance or other governmental approval required for the development of another
Baskin-Robbins restaurant; or perform any act injurious or prejudicial to the goodwill associated
with the Proprietary Marks or System.

10.2 For the first twenty-four months following the expiration or termination of this Agreement or
transfer of an interest in the franchised business (the “Post-Term Period), neither you nor any
shareholder, member, partner, officer, director or guarantor of yours, or any person or entity
who is in active concert or participation with you or who has a direct or indirect beneficial
interest in the franchised business, may have any direct or indirect interest in, perform any
activities for, provide any assistance to or receive any financial or other benefit from any
business or venture (other than an ownership interest in real property ) that sells products that
are the same as or substantially similar to those sold in Baskin-Robbins restaurants and located
within five (5) miles from the Restaurant or any other Baskin-Robbins restaurant that is open or

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under development. The restriction in the previous sentence does not apply to your ownership
of less than two percent (2%) of a company whose shares are listed and traded on a national or
regional securities exchange. The Post-Term Period begins to run upon your compliance with all
of your obligations in this Section.

10.3 During the Term of this Agreement and at any time thereafter, neither you nor any
shareholder, member, partner, officer, director or guarantor of yours, or any person or entity
who is in active concert or participation with you or who has a direct or indirect beneficial
interest in the franchised business, may contest, or assist others in contesting, the validity or
ownership of the Proprietary Marks in any jurisdiction; register, apply to register, or otherwise
seek to use or in any way control the Proprietary Marks or any confusingly similar form or
variation of the Proprietary Marks; or reproduce, communicate or share any Confidential
Information with anyone, or use for the benefit of anyone, except in carrying out your obligations
under this Agreement.

10.4 You agree that a breach of the covenants contained in this Section will be deemed to
threaten immediate and substantial irreparable injury to us and give us the right to obtain
immediate injunctive relief without limiting any other rights we might have. If a court or other
tribunal having jurisdiction to determine the validity or enforceability of this Section
determines that, strictly applied, it would be invalid or unenforceable, then the time,
geographical area and scope of activity restrained shall be deemed modified to the minimum
extent necessary such that the restrictions in the Section will be valid and enforceable.

10.5 For purposes of this Agreement, the term “Confidential Information” means information
relating to us or the Baskin-Robbins System that is not generally available to the public,
including manuals, recipes, products, other trade secrets and all other information and know-
how relating to the methods of developing, operating and marketing the Restaurant and the
System. You must use best efforts to protect the Confidential Information.

10.6 If Franchisee is a legal entity, such entity’s organizing documents shall provide that its
purpose is limited to the following:

10.6.1 To develop, acquire, own and operate one or more Dunkin’ Donuts 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’ Donuts and/or Baskin-Robbins franchised business or Dunkin’ Donuts


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’ Donuts 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

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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’ Donuts and/or
Baskin-Robbins restaurants approved by us (for real estate that includes a Dunkin’
Donuts 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’ Donuts and/or Baskin-Robbins business).

10.6.4 For purposes of this Agreement, an Affiliate means a corporation, partnership or limited
liability company whose equity is owned in whole in part by (a) one or more of your
shareholders, (b) one or more parent, spouse, sibling, child or grandchild or another blood
relation of a shareholder(s) of yours, (c) a trust, family limited partnership or similar organization
that we have approved as a shareholder and of which at least one of your shareholders is a
settlor, trustee or beneficiary (or equivalent), or (d) or another entity that we have approved to
hold an equity interest in you.

10.7 We have the exclusive right to use and incorporate into our System all modifications,
changes, and improvements developed or discovered by your employees, agents or you in
connection with the franchised business, without any liability or obligation to your employees,
agents or you.

SECTION 11. MAINTENANCE AND SUBMISSION OF BOOKS, RECORDS AND REPORTS

11.0 You are required to keep business records in the manner and for the time required by law,
and in accordance with generally accepted accounting principles. You are required to keep any
additional business records that we specify in writing from time to time, in the manner and for
the time we specify. Our requirements may take the form of written guidelines. All records must
be in English, and whether on paper or in an electronic form, must be capable of being reviewed
by us without special hardware or software. You must retain copies of each state and federal tax
return for the franchised business for a period of five years.

11.1 You must submit profit and loss statements to us on a monthly basis, and, at our request,
balance sheets for your fiscal half-year and year-end, all in the format and by the means that we
specify from time to time. If we specify additional records for periodic reporting, you agree to
submit those records as required.

11.2 Within fifteen days from our request and at our option, you agree to (a) photocopy and
deliver to us those required records that we specify, or (b) at a location acceptable to us,
provide us access to any required records that we specify for examination and photocopying by
us. You agree to grant us the right to examine the records of your purchases kept by any of
your suppliers or distributors, including the National DCP or any successor entities, and hereby
authorize those suppliers and distributors to allow us to examine and copy those records at our
own expense. If after we review your business records, which include your business tax returns,
we believe that intentional underreporting of Gross Sales may have occurred, then upon
request, you and any signatory and guarantor of this Agreement must provide us with personal
federal and state tax returns and personal bank statements for the periods requested.

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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
by this subsection, you must give notice to your insurance carriers that the above mutual waiver
of subrogation is contained in this Agreement. This obligation to maintain insurance is separate
and distinct from your obligation to indemnify us under the provisions of Section 14.9.

SECTION 13. TRANSFERS

13.0 Transfer by Us: This Agreement inures to the benefit of our successors and assigns, and
we may assign our rights to any person or entity that agrees in writing to assume all of our
obligations. Upon transfer, we will have no further obligation under this Agreement, except for
any accrued liabilities.

13.1 Transfer by You: We entered into this Agreement based on the qualifications of your
owners and you. Any direct or indirect transfer of interest in this Agreement or Franchisee
requires our prior written consent, which we will not unreasonably withhold. Among other
reasons, we may withhold consent if a proposed transferee does not meet our then-current
criteria, if you have not satisfied all of your outstanding obligations to us, if the Restaurant and

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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 direct and indirect shareholders, partners and members must execute a general release of
us and our parent and affiliates, in our then-current standard form. If after an approved transfer,
a shareholder, member or partner no longer has an interest in the franchised business, then
such party is relieved of further obligations to us under the terms of this Agreement, except for
money obligations through the date of transfer and obligations under Section 10.

13.2 Transfer Fee. At transfer, you must pay us a Transfer Fee of seven thousand five
hundred dollars ($7,500.00), whether or not we exercise our rights in Section 13.4.

13.2.1 In lieu of the Transfer Fee, we will only charge our then-current Fixed Documentation
Fee if the original signatories to the Franchise Agreement retain more than fifty percent (50%) of
the shares after the transfer, or if all of the interests transfer to the spouse(s) or children of the
original signatories or to beneficiaries or heirs of an owner who dies or becomes mentally
incapacitated.

13.3 Transfer on Death: Within twelve (12) months from the death of you or any of your
owner(s) and notwithstanding any agreement to the contrary, the deceased’s legal
representative must propose to us in writing to transfer the interest of the deceased in this
Agreement to one or more transferees. Any such transfer must occur within twelve months from
such individual’s death, and is subject to our prior written consent, which we will not
unreasonably withhold, in accordance with this Section. This Agreement shall automatically
terminate if the transfer has not occurred within twelve (12) months, unless we grant an
extension in writing.

13.4 Right of First Refusal: We have a right of first refusal to be the purchaser in the event of
any proposed direct or indirect sale of interest in this Agreement or you, under the same terms
and conditions contained in the offer or purchase and sale document. You must provide us with
a fully-executed copy of any offer or purchase and sale document (including any referenced
documents) for the sale and simultaneously submit to us an executed copy of the Rider to
Contract for Sale (along with the exhibits that we require to be submitted for transfers), and we
will have sixty (60) days from our receipt of a completed package to notify you whether we are
exercising our right. We may purchase the interest ourselves or assign our right to exercise
and/or purchase the interest without recourse to a nominee who will purchase the interest
directly from you. In the event you modify the offer or terms of sale in any way, you must
resubmit the modified offer or purchase and sale document, as modified, and we will again have
sixty (60) days to exercise the right of first refusal. For the avoidance of doubt, if the proposed
transfer involves the transfer of ownership of real estate or other assets that are not directly
related to the operation of the franchised business, we may elect to exercise our right of first
refusal with respect to all of the assets or only that portion of the assets directly related to the
operation of the franchised business. If the proposed transfer involves consideration other than
money (including without limitation consideration that is unique to Seller or Seller’s buyer under
the Contract for Sale), then we reserve the right to disapprove the Contract for Sale due to the
inclusion of such consideration, or to substitute the cash equivalent of the fair market value of
that portion of the consideration that is not money, and in such event, Seller agrees to pay for
any of our costs related to determining the fair market value of any such consideration.

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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.

14.0.5 You use or permit the use of any business franchised or licensed by us, including the
Restaurant or Premises, for an unauthorized purpose.

14.0.6 We terminate any other franchise agreement with you or any affiliated entity by reason of
a default under sections 14.0.3, 14.0.4 or 14.0.5.

14.1 You will have the following opportunities to cure a default under this Agreement.

14.1.1 Thirty-Day Cure Period. Except as otherwise provided, you must cure any default
under this Agreement within thirty (30) days after delivery of notice of default to you in our then-
standard form or forms of communication.

14.1.2 Seven-Day Cure Period. If you do not pay the money owed to us or the Advertising
Fund when due, or if you fail to maintain the insurance coverage required by this Agreement,
you must cure that default within seven (7) days after delivery of notice of default to you in our
then-standard form or forms of communication.

14.1.3 Twenty-Four Hour Cure Period. If you violate any law, regulation, order or Standard
relating to health, sanitation or safety, or if you cease to operate the restaurant for a period of
forty-eight (48) hours without our prior written consent, you must cure that default within twenty-
four (24) hours after delivery of notice of default to you in our then-standard form or forms of
communication.

14.1.4 Cure on Demand. You must destroy any product or cure any situation that, in our
opinion, poses an imminent risk to public health and safety, at the time we demand you do so.

14.2 No Cure Period. No cure period will be available if you are in default under paragraphs
14.0.2 through 14.0.6; if you abandon the Restaurant; if you intentionally under-report Gross
Sales or otherwise commit an act of fraud with respect to your acquisition or performance of this

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Agreement; or if your lease for the Restaurant is terminated. In addition, no cure period will be
available for any default if you already have received three (3) or more previous notices-to-cure
for the same or a substantially similar default (whether or not you have cured the default), within
the immediately preceding twelve-month period.

14.3 Statutory Cure Period. If a default is curable under this Agreement, and the applicable
law in the state in which the Premises is located requires a longer cure period than that
specified in this Agreement, the longer period will apply.

14.4 In addition to all the remedies provided at law or by statute for the breach of this
Agreement, we also have the following remedies:

14.4.1 If we believe a condition of the Premises or of any product pose a threat to the health or
safety of your customers or other persons at the Premises, we have the right to take such action
as we deem necessary to protect these persons, and the goodwill enjoyed by our Proprietary
Marks and System. Such actions may include any or all of the following: we may require you to
immediately close and suspend operation of the Restaurant and correct such conditions; we
may immediately remove or destroy any products that we suspect are contaminated; and, if you
fail to correct a hazardous condition on demand, and within a reasonable time, we and
contractors we hire may enter the Restaurant without being guilty of, or liable for, trespass or
tort, and correct the condition. You are solely responsible for all losses or expenses incurred in
complying with the provisions of this subsection. Further, if you should discover a hazardous
condition as described above, you agree to notify us immediately.

14.4.2 If after proper notice and opportunity to cure, you have not complied with a Standard
involving the condition of the Restaurant, including maintenance, repair, and cleanliness, we
and contractors we hire may enter the Restaurant without being guilty of, or liable for, trespass
or tort, and correct the condition at your expense.

14.4.3 If you are repeatedly in default of this Agreement, we may disapprove your participation
in the sale of new products or new programs until you cure your defaults and demonstrate to our
reasonable satisfaction that you can maintain compliance with Standards.

14.4.4 You will pay to us all costs and expenses, including reasonable payroll and travel
expenses for our employees, and reasonable investigation and attorneys' fees, incurred by us in
successfully enforcing (which includes achieving a settlement) any provisions of this Agreement.

14.5 Because of the importance of your compliance with Standards to protect our System,
other franchisees, and the goodwill enjoyed by our Proprietary Marks, you agree that the
remedies described elsewhere in this Agreement, as well as monetary damages or termination
at a future date, may be insufficient remedies for a breach of our Standards. Accordingly, you
agree not to contest the appropriateness of injunctive relief for such breaches, and consent to
the grant of an injunction in such cases without the showing of actual damages, irreparable
harm or the lack of an adequate remedy at law. In order to obtain an injunction, we must show
only that the Standard in issue was adopted in good faith, that it is a Standard of general
applicability in that DMA or “region” (as that term is defined by us), and that you are violating or
are about to violate that Standard. A Standard of general applicability is one that applies to all
franchisees in the DMA or region, or throughout the Baskin-Robbins System.

14.6 Termination and Expiration. If you commit a default referenced in section 14.2 or if you
fail to timely cure any default that may be cured, we may terminate this Agreement. Termination

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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 the
expiration or our election to terminate, then our conducting business as if the Agreement had
not expired or been terminated in order to preserve the reputation of our System and goodwill
associated with the Proprietary Marks, and our adherence to the judicial process, is neither a
waiver of our election to terminate nor an extension of the termination date.

14.7 In the event of termination or expiration of this Agreement:

14.7.1 You must pay all monies owed under this Agreement, including any fees and interest,
within ten days.

14.7.2 You must immediately cease operation of the Restaurant and no longer represent
yourself to the public as our franchisee.

14.7.3 You must immediately cease all use of our Proprietary Marks, trade secrets, confidential
information, and manuals, and cease to participate directly or indirectly in the use or benefits of
our System.

14.7.4 You must, within ten days, return all originals and copies of our operating manuals,
plans, specifications, and all other materials of ours in your possession relating to the operation
of the Restaurant, all of which you acknowledge to be our property. The remaining materials are
your property.

14.7.5 Upon our request within thirty (30) days from the date of termination due to default, you
agree to sell to us any or all of the furniture, fixtures, and equipment at the purchase cost when
originally installed in the Restaurant, less a depreciation deduction computed on a straight-line
basis over a ten (10) year useful life for the respective items (but in no event less than ten percent
(10%) of the original purchase cost for such equipment, fixtures and furnishings);

14.7.6 Upon our request within thirty days from the date of termination or expiration, you must
assign to us any leasehold interest you have in the Restaurant and Premises or any other
agreement related to the Premises.

14.7.7 Upon our request within thirty days from the date of termination due to default or
expiration, you must remove from the Restaurant and Premises and return to us all indicia of
our Proprietary Marks. Further, you must make such modifications or alterations to the
Restaurant and Premises as we require in accordance with our Standards to distinguish the
Restaurant and Premises from the premises of other restaurants in the System. You must also
disconnect any telephone listings that contain our name, and withdraw any fictitious name
registration containing any part of our Proprietary Marks. You hereby appoint us as your
attorney-in-fact, and in your name, to do any act necessary to accomplish the intent of this
section. In the event you fail or refuse to comply with the requirements of this section, we have
the right to enter upon the Premises, without being guilty of trespass or any other tort, for the
purpose of making such changes as may be required, at your expense, which you agree to pay
upon demand.

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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 the operation, possession or
ownership of the Restaurant or the Premises (including without limitation those relating to the
Restaurant’s employees), or any debt or obligation of yours. This indemnification covers all fees
(including reasonable attorneys’ fees), costs and other expenses incurred by us or on our behalf
in the defense of any claims, and shall not be limited by the amount of insurance required under
this Agreement. Our right to indemnity shall be valid notwithstanding any joint or concurrent
liability that may be imposed on us by statute, ordinance, regulation or other legal requirement
or decision. We will notify you of any claims covered by this paragraph, and you shall have the
opportunity to assume the defense of the matter. We shall have the right to participate in any
defense that is assumed by you, at our own cost and expense. No settlement of any claim
against us shall be made without our prior written consent if we would be subjected to any
liability not covered by you or your insurer.

SECTION 15. DISPUTE RESOLUTION

15.0 Waiver of Rights: Both we and you waive and agree not to include in any pleading or
arbitration demand: class action claims; demand for trial by jury; claims for lost profits (expressly
excluding any fees due to us now or in the future under this Agreement); or claims for punitive,
multiple, or exemplary damages. If any pleading is filed that contains any of these claims or a
jury demand, or if a court determines that all or any part of the waivers are ineffective, then the
pleading shall be dismissed with prejudice, leaving the pleading party to its arbitration remedy.
No claim by either of us can be consolidated with the claims of any other party. If such claims
and demands cannot be waived by law, then the parties agree that any recovery will not exceed
two (2) times actual damages.

15.1 Arbitration: Either of us, as plaintiff or claimant, may choose to submit a dispute to a
court or to arbitration administered by the American Arbitration Association (“AAA”) under its
Commercial Arbitration Rules (or another nationally established arbitration association
acceptable to you and us) and under the Federal Rules of Evidence. The plaintiff or claimant's
election to arbitrate or to submit the dispute to the court system, including any compulsory
counterclaims, is binding on the parties except that we shall have the option to submit to a court
any of the following actions: to collect fees due under this Agreement; for injunctive relief; to
protect our intellectual property, including Proprietary Marks; and to terminate this Agreement
for a default. For any arbitration, the arbitrator(s) shall issue a reasoned award, with findings of
fact and conclusions of law. The arbitration award and the decision on any appeal will be
conclusive and binding on the parties. Actions to enforce an express obligation to pay money
may be brought under the Expedited Procedures of the AAA’s Commercial Arbitration Rules.
The place of arbitration shall be in the state in which the Restaurant is located. The Federal
Arbitration Act shall govern, excluding all state arbitration law. Massachusetts’s law shall govern
all other issues. All claims and counterclaims brought by either party in arbitration shall be
subject to the applicable statute(s) of limitations.

15.2 Scope of Arbitration: Disputes concerning the validity or scope of this Section, including
whether a dispute is subject to arbitration, are beyond the authority of the arbitrator(s) and shall
be determined by a court of competent jurisdiction pursuant to the Federal Arbitration Act, 9

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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 party may appeal the arbitrator’s final award to a panel of three
arbitrators chosen under the Optional Appellate Rules of the AAA.

SECTION 16. MISCELLANEOUS

16.0 If you directly or indirectly acquire ownership or control of the Premises, you must promptly
give us written notice of such ownership or control and execute our then-standard agreement
giving us the option to lease the Premises from you if you default under this Agreement or under
any lease relating to the Restaurant or Premises. The lease will be for the then-remaining term
of this Agreement, including any extension or renewal, at “triple-net” fair market value rent for
comparable Baskin-Robbins locations with arms-length leases. If the parties cannot agree on
the fair market value, they will consult a mutually-acceptable real estate professional.

16.1 You are an independent contractor of ours and not our agent, partner or joint venturer.
You and we do not jointly employ any Restaurant management or other personnel working the
Restaurant. Neither party has the power to bind the other. Nothing in this Agreement
contemplates a fiduciary relationship. Neither party is liable for any act, omission, debt or any
other obligation of the other, and you and we agree to indemnify and save each other harmless
from any such claim and the cost of defending such claim.

16.2 Our waiver of your breach of any term of this Agreement applies only to that one breach
and that one term, and not to any subsequent breach of any term. Acceptance by us of any
payments due under this Agreement shall not be deemed to be a waiver by us of any preceding
breach by you of any term. If we accept payments from any person or entity other than you,
such payments will be deemed made by such person as your agent and not as your successor
or assignee. We may waive or modify any obligation of other franchisees under agreements
similar to this Agreement, without any obligation to grant a similar waiver or modification to you.
If, for any reason, any provision of this Agreement is determined to be invalid or to conflict with
an existing or future law, then the remaining provisions will continue to bind the parties and the
invalid or conflicting provision will be deemed not to be a part of this Agreement.

16.3 The parties’ rights and remedies are cumulative. Neither you nor your successor may
create or assert any security interest or lien in this Agreement, without our prior written approval.
You represent and warrant that you have established your operating agreement, by-laws or
partnership agreement in accordance with the requirements of this Agreement. In the event of
any conflict between a provision in this Agreement and a provision in your operating agreement,
by-laws or partnership agreement, the provision of this Agreement will control.

16.4 Captions, paragraph designations and section or subsection headings are included in this
Agreement for convenience only, and in no way define or limit the scope or intent of the
provisions. Wherever we use the word “including”, it means “including but not limited to.”

16.5 Notices. All notices shall be sent by nationally recognized overnight courier or certified
mail to the addresses set forth in the Contract Data Schedule, or to such other addresses as
you and we provide each other in writing. All notices to us shall be sent to us “c/o Dunkin’
Brands, Inc., as Manager, Attention: Legal Department.”

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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 any disputes that arise
out of the relationship between the parties described by this Agreement, including but not limited
to any pre-contractual dealings, shall be interpreted, construed and governed by the laws of the
Commonwealth of Massachusetts. This Agreement may be executed in multiple counter-parts
by facsimile or otherwise. This Agreement may only be modified in a writing signed by you and
us.

16.7 Your success in this business is speculative and depends, to an important extent,
upon your ability as an independent business owner. We do not represent or warrant that
the Restaurant will achieve a certain level of sales or be profitable, notwithstanding our
approval of the location. By your signature below, you acknowledge that you have
entered into this Agreement after making an independent investigation of the Baskin-
Robbins System.

(The remainder of this page is intentionally left blank.)

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Intending to be legally bound hereby, the parties have duly executed and delivered this
agreement in duplicate, as of the date and year first written above. You hereby acknowledge
receipt of this Franchise Agreement, including any addenda referenced in Item J, at least seven
(7) calendar days (or such longer period as is required by state law) prior to the date hereof.
You further acknowledge having carefully read this agreement in its entirety, including all
addenda identified above and the Personal Guarantee below (if applicable).

BASKIN-ROBBINS FRANCHISING LLC

By: ________________________________
Assistant Secretary
This Agreement is not binding upon the above entity or entities until executed by an authorized representative.

YOU ACKNOWLEDGE SECTION 15 OF THE TERMS & CONDITIONS, WHICH PROVIDES


FOR YOUR EXPRESS WAIVER OF RIGHTS TO A JURY TRIAL, TO PARTICIPATE IN
CLASS ACTION LAWSUITS, TO OBTAIN PUNITIVE, MULTIPLE OR EXEMPLARY
DAMAGES.

FRANCHISEE
WITNESS/ATTEST: Entity

____________________________________ By: ________________________________

Print Name: __________________________ Print Name: ________________________

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PERSONAL GUARANTEE

The undersigned represent and warrant that they hold a direct or an indirect interest in FRANCHISEE
ENTITY NAME (“Franchisee”) organized under the laws of the State/Province of ______________.

Waiving demand and notice, the undersigned hereby, jointly and severally, personally guarantee the full
payment of Franchisee’s money obligations to us (and our parents or affiliates) under Section 5 and the
performance of all of the Franchisee’s other obligations under this Franchise Agreement, including, without
limitation, Section 10 in its entirety relative to the restrictions on activities. The undersigned personally
agree that the Franchise Agreement shall be binding upon each of them personally. The undersigned,
jointly and severally, agree that we may, without notice to or consent of the undersigned, (a) extend, in
whole or in part, the time for payment of Franchisee’s money obligations under Section 5; (b) modify, with
the consent of Franchisee, Franchisee’s money or other obligations under this Agreement; and (c)
settle, waive or compromise any claim that we have against FRANCHISEE or any or all of the undersigned,
all without in any way affecting this personal guarantee, which is intended to take effect as a sealed
instrument.

__________________________________ _____________________________________
Witness , individually
Print Name:

___________________________________ _____________________________________
Witness , individually
Print Name:

___________________________________ _____________________________________
Witness , individually
Print Name:

___________________________________ _____________________________________
Witness , individually
Print Name:

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PC # _________________
City and State_________________

CERTIFICATION OF AGREEMENT

By signing below, you acknowledge that you received our Franchise Disclosure Document (“FDD”) and have
had the opportunity to review it and obtain the advice of an attorney. Your answers to the questions below will
provide us with an opportunity to correct any possible misunderstandings prior to entering into the attached
agreement with you (“Agreement”). Therefore, your certification is important and we will act in reliance upon
your answers below in signing the Agreement.

Other than what is written in the Agreement or FDD, describe below any information provided by any employee
or agent of our company that has influenced your decision to sign the Agreement.

If the answer is “none,” please write “NONE” below.

Other than the historical information that is provided in Items 7 or 19 (including the Notes sections) of our FDD,
describe below any information provided by any employee or agent of our company about your future financial
performance, including sales, costs or profits, that has influenced your decision to sign the Agreement.

If the answer is “none,” please write “NONE” below.

If you do not complete and sign this page, we will not counter-sign the Agreement (or, if that has already taken
place, we have the right to void the Agreement).
I certify that the above information is true, as of the same date as that on which the Agreement was signed.

FRANCHISEE:

Witness/Attest: ____________________________________

___________________________________ By:__________________________________

___________________________________ _____________________________________
Witness , individually
Print Name:

__________________________________ _____________________________________
Witness , individually
Print Name:

___________________________________ _____________________________________
Witness , individually
Print Name:

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SDA #__________ PC#___________

FRANCHISE AGREEMENT
This Franchise Agreement (“Agreement”), dated _________________, 201___, is made by and
between DUNKIN' DONUTS FRANCHISING LLC (“Dunkin’ Donuts”) 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 2018

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TERMS AND CONDITIONS
© APRIL 2018

SECTION 1. PARTIES

1.0 This Agreement is a non-exclusive license to operate a Dunkin’ Donuts/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’ Donuts 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’ Donuts 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’ Donuts 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

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use or license others to use the Proprietary Marks in ways that compete with your location and
that draw customers from the same area as your Restaurant.

2.4 (b) Conditional Renewal of Franchise. This Agreement shall not automatically renew upon
the expiration of the Term. You have an option to renew the Franchise upon the expiration of
the Term for one (1) additional term of twenty (20) years (the “Renewal Term”) if, and only if,
each and every one of the following conditions has been satisfied:

(i) You give us written notice of your desire to renew the Franchise at least twelve
months, but not more than eighteen months (the “Renewal Notice Period”) prior to the end of
the Term.

(ii) You have maintained the Standards and otherwise sustained compliance with
the terms and conditions of your Franchise Agreement (and lease with our affiliate or us, if
applicable) over the term of the Franchise Agreement; you must not have any uncured defaults
under this Agreement at the time you provide notice; all your debts and obligations to us under
this Agreement (and any lease if we are your landlord) or otherwise must be current through the
expiration of the Term; including your Continuing Advertising Fee obligations to the Fund (as
defined in Section 6) and we have not issued more than three (3) Notices to Cure or other
default notices over the course of the ten (10) year period directly preceding expiration of the
Term;

(iii) You must execute and deliver to us, within 14 days (or any longer period required
by law) after delivery to you, the then-current form of Franchise Agreement being offered to new
franchisees at the time of renewal, including all exhibits and our other then-current ancillary
agreements. The terms and conditions and fee structures in the then-current Franchise
Agreement may differ from this Agreement;

(iv) We approve the site and the terms of any lease extension or new lease covering
the Renewal Term, whether the lease for the Premises is with our affiliate or us or with a third
party, including a third party in which you have an interest.

(v) You pay us our then-current renewal fee;

(vi) You execute and deliver a termination of franchise agreement and mutual
general release, in the form we prescribe from time to time that releases all claims that we may
have against each other, and our respective parents, affiliates and subsidiaries, and their
respective officers, directors, shareholders and employees in both their corporate and individual
capacities; provided, however, that each parties’ indemnification obligations for claims arising in
connection with this Agreement shall survive termination of this agreement and shall not be
subject to the general release;

(vii) You Remodel the Restaurant on or before the expiration of the Term, in
accordance with Section 8.1 of this Agreement;

(viii) If you lease the Premises from our affiliate or us, you agree that we have no
obligation to exercise any lease option, if available, or otherwise extend the term of any prime
lease for the Renewal Term to accommodate this Conditional Renewal Term, however, in the
event we decide not to exercise our lease option, we will use reasonable efforts to effect a
transfer of the lease to you as prime tenant;

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2.5 We will maintain a continuing advisory relationship with you by providing such assistance
as we deem appropriate regarding the development and operation of the Restaurant. We may
require that you designate a fully-trained person as our primary contact. We will advise on the
selection of the Restaurant’s site as well as its construction, design, layout, equipment,
maintenance, repair and remodeling. We will advise on the training of managers and crew
personnel; on marketing and merchandising; on inventory control and record-keeping; and on all
aspects of Restaurant operations. In support of our advisory relationship, we will make available
to you our then-current Manuals setting out our Standards, together with explanatory policies,
procedures and other materials to assist you in complying with those Standards. We shall
continue our efforts to maintain high and uniform standards of quality, cleanliness, appearance
and service at all Dunkin’ Donuts and Baskin-Robbins stores.

2.6 We have established a franchisee advisory council comprised of members elected by


franchisees in accordance with an election process prescribed by us as well as members
appointed by us. We will consult with this group from time to time. This council will serve solely
in an advisory capacity.

SECTION 3. DEVELOPMENT OF THE RESTAURANT

3.0 You agree that the Restaurant and any real estate controlled by you and appurtenant to
the Restaurant (the “Premises”) must be designed, laid out, constructed, furnished, and
equipped to meet our Standards and specifications, and you must satisfy any conditions to our
approval of the development. Any deviations from our plans, specifications and requirements
must have our prior written approval. Any plans that we provide to you, and our approval of any
plans you submit to us, relate solely to compliance with our Standards and should not be
construed as a representation or warranty that the plans comply with applicable laws and
regulations. That responsibility is solely yours. At our written request, you must promptly correct
any unapproved deviations from our Standards in the development of the Restaurant or
Premises. If you lose the use and enjoyment of the premises before the end of the Term, this
Agreement will automatically terminate without further notice. If you do not open your
Restaurant within fifteen (15) months of signing this Agreement, then we will have the right to
terminate this Agreement. This does not serve to amend your SDA or modify your Required
Opening Date, if any.

SECTION 4. TRAINING

4.0 Before the Restaurant opens for business, and from time to time thereafter, we will make
various mandatory and optional training programs regarding Standards that we have developed
or obtained available to you, your management and other Restaurant personnel to assist you in
meeting Standards. We will conduct training programs regarding Standards, and we may
require you to conduct training programs through your own properly certified (by us) trainers or
supervisors. These programs may be conducted, at our option, in a Restaurant or other site, or
through the Internet or other electronic media. You agree to timely and successfully complete,
and to require your management and other employees to timely and successfully complete, all
training that we designate as mandatory regarding Standards. Some training programs or
systems may require the payment of fees.

4.1 You are responsible for your costs incurred in receiving any Standards training and in
conducting your own training, including the cost of any materials and the salaries and travel
expenses of yourself, your management, and your employees. In the event that the Restaurant
repeatedly fails to meet Standards, in addition to whatever other remedies we may have, we

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may require you, your management and other Restaurant personnel to participate in additional
training programs at your expense, and you may be required to reimburse us for the costs of
providing such training.

4.2 If you are a new franchisee and you are entering the Baskin-Robbins System through the
acquisition of an existing location or you need to have additional individuals attend training, you
will need to pay the Initial Training Fee set forth in the Contract Data Schedule.

SECTION 5. FEES, PAYMENTS AND REPORTING OF SALES

5.0 Initial Franchise Fee. The amount and timing of payment of the Initial Franchise Fee is
specified in the Store Development Agreement (“SDA”) relating to the location. If there is no
SDA, the amount is specified in the Contract Data Schedule, and payment is due upon the
signing of this Agreement, which must occur prior to commencing construction of the
Restaurant.

5.1 Marketing Start-Up Fee. In connection with a material branding or re-branding event
such as the opening, re-opening or remodel of the Restaurant or any other event set forth in our
Standards, you agree to undertake promotional activities in the manner and to the extent that
we prescribe in accordance with our Standards. We will advise you in writing of the manner and
timing of payment of such activities. If we have established a minimum dollar expenditure for
your Restaurant opening promotional activities, that amount will be set forth on the Contract
Data Schedule.

5.2 Continuing Franchise Fees. You agree to pay us a Continuing Franchise Fee on or
before Thursday of each week, for the seven-day period ending at the close of business on
Saturday, twelve days previous. The amount due should be calculated by multiplying (a) the
Gross Sales of the Restaurant for that seven-day period by (b) the Continuing Franchise Fee
percentage stated in the Contract Data Schedule. We will specify the means and manner of
payment from time to time, in writing.

5.3 Continuing Advertising Fee. You agree to pay us a Continuing Advertising Fee on or
before Thursday of each week, for the seven-day period ending at the close of business on
Saturday, twelve days previous. The amount due should be calculated by multiplying (a) the
Gross Sales of the Restaurant for that seven-day period by (b) the Continuing Advertising Fee
percentage stated in the attached Contract Data Schedule. The Continuing Advertising Fee
should be paid at the same time and in the same manner as the Continuing Franchise Fee,
unless we specify otherwise, in writing.

5.4 Additional Advertising Fee. If two-thirds of the Restaurants in the Designated Market
Area (“DMA”) in which the Restaurant is located, or two-thirds of the restaurants in the
continental United States, vote to support payment of Additional Advertising Fees for,
respectively, a market-based or nationally-based program, you agree to pay such fees and your
Restaurant will participate in that program. Any Additional Advertising Fees will be used only for
the related program voted on by the restaurants. We will specify the means and manner of
payment from time to time, in writing.

5.5 “Gross Sales” means all revenue related to the sale of approved products and services
through the operation of the Restaurant, but does not include money received for the sale of
stored value cards and deposited into a central account maintained for the benefit of each
System; taxes collected from customers on behalf of a governmental body; or the sale of
approved products to another entity franchised or licensed by us for subsequent resale. All

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sales are considered to have been made at the time the product is delivered to the purchaser,
regardless of timing or form of payment. Revenues lost due to employee theft are not deductible
from Gross Sales. Sales made to approved Dunkin’ Donuts wholesale accounts are included in
Gross Sales for purposes of calculating the Continuing Franchise Fee but not the Continuing
Advertising Fee. You must submit any wholesale account for our prior approval using the
procedure we specify from time to time. We may withdraw our approval at any time.

5.6 Taxes on Fees. If any tax or fee other than federal or state income tax is imposed on us
by any governmental agency due to our receipt of fees that you pay to us under this Agreement,
then you agree to pay us the amount of such tax as an additional Continuing Franchise Fee.

5.7 Late Fees, Interest and Costs. If you are late in paying all or part of a fee due to us, then
you must also pay us our then-current late fee and interest on the unpaid amount calculated
from the date due until paid at the rate of one and one-half percent (1.5%) per month, or the
highest rate allowed by law, whichever is less. You must also pay all collection charges,
including reasonable attorneys' fees, incurred by us to collect fees that are due.

5.8 Sales Reporting and Electronic Fund Transfer (“EFT”). You agree to participate in our
specified program or procedure for sales reporting and payment of fees that are due, whether it
is electronic fund transfer or some successor program, in accordance with our Standards. You
agree to assume the costs associated with maintaining your capability to report sales and
transfer funds to us. In no event will you be required to pay any sums before the date they are
due, as described above.

SECTION 6. ADVERTISING

6.0 We have established and administer an Advertising and Sales Promotion Fund (the
“Fund”) for each System, and direct the development of all advertising, marketing and
promotional programs for the System. We may use up to twenty percent (20%) of Continuing
Advertising Fees but none of Additional Advertising Fees for the administrative expenses of
each Fund and for programs designed to increase sales and further develop the reputation and
image of each brand. The balance, including any interest earned by each Fund, will be used for
advertising and related expenses. The content of all activities of each Fund, including the media
selected and employed, as well as the area and restaurants targeted for such activities, will be
determined by us.

6.1 We are not obligated to make expenditures for you that are equivalent or proportionate to
your contributions to each Fund, or to ensure that you benefit directly or on a pro rata basis from
each Fund’s activities. Upon your request, we will provide you with an audited statement of
receipts and disbursements for each Fund that is audited by an independent, certified public
accountant, for each fiscal year of the Fund.

6.2 If you wish to use any advertising or promotional material that you have prepared or
caused to be prepared, then you must submit the material and the proposed use for our prior
written approval in advance of any use, and discontinue such use when we require. Our prior
written approval may take the form of guidelines.

6.3 With respect to the Baskin-Robbins unit, from time to time, we may create a national or
local promotional program(s) that, for a limited time, involves the giveaway of a specified
product, or its sale at some specified price. We also may create programs for frequency and
loyalty cards, and redemption of gift certificates, coupons, and vouchers the duration of which

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will be determined by us. If we designate any such program as mandatory, you agree to
participate fully in that program.

SECTION 7. OPERATIONS

7.0 Operating in Accordance with Our Standards. You agree to operate the Restaurant in
accordance with all of our Standards, some of which are set forth in this section. Among other
things, you agree to:

7.0.1 Keep the Restaurant open and in continuous operation for hours we prescribe, and use
the Restaurant and Premises only as a Dunkin’ Donuts/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' Donuts 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. Neither party will, during the term of
this Agreement, directly or indirectly solicit or employ any person who is employed by the other
or any of their affiliated companies.

7.0.7 Use only employees that have literacy and fluency in the English language sufficient, in
our reasonable opinion, to adequately communicate with customers if their duties include
customer service;

7.0.8 Comply with all of our requirements relating to health, safety and sanitation;

7.0.9 Sell any products to a third party for subsequent resale only with our prior written
approval;

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7.0.10 Keep our confidential Manuals up-to-date and accessible in the Restaurant, and make
them available only to those of your employees who need access to them in order to operate
the franchised business; and

7.0.11 Timely execute marketing windows.

7.1 Obey All Laws. You agree to comply with all civil and criminal laws, ordinances, rules,
regulations and orders of public authorities pertaining to the occupancy, operation and
maintenance of the Restaurant and Premises.

7.2 Right of Inspection. You agree that our employees and agents have the right to enter the
Restaurant and Premises without notice during business hours to determine your compliance
with Standards and this Agreement. During the course of any such inspection, we may
photograph or video any part of the Restaurant. We may select ingredients, products, supplies,
equipment and other items from the Restaurant to evaluate whether they comply with our
Standards. We may require you to immediately remove non-conforming items at your expense,
and we may remove them at your expense if you do not remove them upon request.

7.3 Determination of Prices. Except as we may be permitted by law to require a particular


price, you are free to determine the prices you charge for the products you sell.

7.4 Conditions of Employment. You are solely responsible for all employment decisions,
including hiring, promoting, discharging, and setting wages and terms of employment.

7.5 Suppliers. We have the right to approve or disapprove any supplier to your Restaurant or
to each System. From time to time, we may enter into or require national or regional exclusive
supply arrangements with one or more independent suppliers for certain approved products. In
evaluating the need for an exclusive supplier, we may take into account, among other things,
the uniqueness of the product; the projected price and required volume of the product; the
investment required and the ability of the supplier to meet the required quality and quantity of
the product; the availability of qualified, alternative suppliers; the duration of the exclusivity; and
the desirability of competitive bidding.

7.6 Complaints. You must submit to us copies of any customer complaints relating to the
Restaurant or Premises. You must submit to us any communications from public authorities
about actual or potential violations of laws or regulations relating to the operation or occupancy
of the Restaurant or Premises. We will specify from time to time the manner of submission of
this information to us.

7.7 Courtesy. The parties will continuously strive to treat each other with courtesy and respect
in all aspects of the franchise relationship.

SECTION 8. REPAIRS, MAINTENANCE, REFURBISHMENT AND REMODEL

8.0 Repairs and Maintenance: You agree to continuously maintain the Restaurant and
Premises, including all fixtures, furnishings, signs and equipment, in the degree of cleanliness,
orderliness, sanitation and repair, as prescribed by our Standards. You agree to make needed
repairs (and replacements) to the Restaurant and Premises, including all fixtures, furnishings,
signs and equipment, on an ongoing basis to ensure that your use and occupancy of the
Restaurant and Premises conform to our Standards at all times. You are responsible for the
costs associated with maintenance, repairs and replacements, alterations and additions.

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8.1 Refurbishment and Remodel: No later than the Refurbishment Dates described in the
Contract Data Schedule, you must refurbish the Restaurant in accordance with our then-current
refurbishment Standards as generally described below. No later than the Remodel Dates
described in the Contract Data Schedule, you must remodel the Restaurant in accordance with
our then-current remodel Standards as generally described below, including those relating to
fixtures, furnishings, signs and equipment. You are responsible for the costs of Refurbishments
and Remodels.

Our refurbishment Standards generally include, but are not limited to, enhancements,
improvements or upgrades to: exterior lighting and signage, pre-order board or other drive-thru
equipment and signage, landscape design, new style wall covering and countertops, current
seating and guest experience packages and/or production equipment or technology.

Our remodel Standards generally include, but are not limited to, enhancements, improvements
or upgrades to the: site, building, equipment, technology and operational systems as necessary
to bring the Restaurant up to the then-current Brand image and standards.

8.2 You may not defer your ongoing obligation to maintain, repair and replace because of a
forthcoming refurbishment or remodel.

SECTION 9. PROPRIETARY MARKS

9.0 You agree to use only the Proprietary Marks we designate and in the manner that we
approve. You may use and display such Proprietary Marks only in connection with the operation
of the Restaurant and in compliance with our Standards.

9.1 You may not use the Proprietary Marks to advertise or sell products or services through
the mail or by any electronic or other medium, including the Internet, without our prior written
approval. Our right of approval of any Internet usage of our Proprietary Marks includes approval
of the domain names and Internet addresses, website materials and content, social media, and
all links to other sites. We have the sole right to establish an Internet “home page” using any of
the Proprietary Marks, and to regulate the establishment and use of linked home pages by our
franchisees.

9.2 You agree not to use the Proprietary Marks or the names “Dunkin’ Donuts”, “Dunkin’”,
“DD”, “Dunk”, “Baskin-Robbins”, “Baskin”, “BR”, “31 Flavors”, or anything confusingly similar as
part of your corporate or other legal name, or as part of any e-mail address, domain name,
social media accounts, or other identification of you or your business, in any medium. In all
approved uses of the Proprietary Marks on your business forms such as your letterhead,
invoices, order forms, receipts, and contracts, you must identify yourself as our franchisee and
your business as independently owned and operated.

9.3 You have no rights in the Proprietary Marks or our Systems other than those explicitly
granted in this Agreement, and you may not sublicense the Proprietary Marks.

9.4 You agree to notify us promptly of any litigation relating to the Proprietary Marks. In the
event we undertake the defense or prosecution of any such litigation, you agree to execute any
and all documents and do such acts and things as may be necessary, in the opinion of our
counsel, to carry out such defense or prosecution.

9.5 We will save, defend, indemnify and hold you and your successors and assigns harmless,
from and against (i) any and all claims based upon, arising out of, or in any way related to the

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validity of your approved use of the Proprietary Marks and (ii) any and all expenses and costs
(including reasonable attorney’s fees) incurred by or on behalf of you in the defense against any
and all such claims.

SECTION 10. RESTRICTIVE COVENANTS

10.0 You acknowledge that as our franchisee, you will receive specialized training, including
operations training, in each System that is beyond your present skills and those of your
managers and employees. You further acknowledge that you will receive access to our
confidential and proprietary information, including methods, practices and products, which will
provide a competitive advantage to you. As a condition of training you, sharing our confidential
and proprietary information with you and granting you a license to operate the Restaurant within
each System and use our intellectual property, we require the following covenants in order to
protect our legitimate business interests and the interests of other franchisees in the Dunkin’
Donuts 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’ Donuts or Baskin-Robbins restaurants, except for i) other Dunkin’ Donuts 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’ Donuts or Baskin-Robbins
restaurants; divert or attempt to divert any Dunkin’ Donuts 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’ Donuts 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’ Donuts or Baskin-Robbins
restaurants and located within five (5) miles from the Restaurant or any other Dunkin’ Donuts
or Baskin-Robbins restaurant that is open or under development. The restriction in the previous
sentence does not apply to your ownership of less than two percent (2%) of a company whose
shares are listed and traded on a national or regional securities exchange. The Post-Term
Period begins to run upon your compliance with all of your obligations in this Section.

10.3 During the term of this Agreement and at any time thereafter, neither you nor any
shareholder, member, partner, officer, director or guarantor of yours, or any person or entity
who is in active concert or participation with you or who has a direct or indirect beneficial
interest in the franchised business, may contest, or assist others in contesting, the validity or
ownership of the Proprietary Marks in any jurisdiction; register, apply to register, or otherwise

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seek to use or in any way control the Proprietary Marks or any confusingly similar form or
variation of the Proprietary Marks; or reproduce, communicate or share any Confidential
Information with anyone, or use for the benefit of anyone, except in carrying out your obligations
under this Agreement.

10.4 You agree that a breach of the covenants contained in this Section will be deemed to
threaten immediate and substantial irreparable injury to us and give us the right to obtain
immediate injunctive relief without limiting any other rights we might have. If a court or other
tribunal having jurisdiction to determine the validity or enforceability of this Section
determines that, strictly applied, it would be invalid or unenforceable, then the time,
geographical area and scope of activity restrained shall be deemed modified to the minimum
extent necessary such that the restrictions in the Section will be valid and enforceable.

10.5 For purposes of this Agreement, the term “Confidential Information” means information
relating to us or the Dunkin’ Donuts 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’ Donuts 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’ Donuts and/or Baskin-Robbins franchised business or Dunkin’ Donuts


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’ Donuts 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’ Donuts and/or
Baskin-Robbins restaurants approved by us (for real estate that includes a Dunkin’
Donuts 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’ Donuts and/or Baskin-Robbins business).

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10.6.4 For purposes of this Agreement, an Affiliate means a corporation, partnership or limited
liability company whose equity is owned in whole in part by (a) one or more of your
shareholders, (b) one or more parent, spouse, sibling, child or grandchild or another blood
relation of a shareholder(s) of yours, (c) a trust, family limited partnership or similar organization
that we have approved as a shareholder and of which at least one of your shareholders is a
settlor, trustee or beneficiary (or equivalent), or (d) or another entity that we have approved to
hold an equity interest in you.

10.7 We have the exclusive right to use and incorporate into each System all modifications,
changes, and improvements developed or discovered by your employees, agents or you in
connection with the franchised business, without any liability or obligation to your employees,
agents or you.

SECTION 11. MAINTENANCE AND SUBMISSION OF BOOKS, RECORDS AND REPORTS

11.0 You are required to keep business records in the manner and for the time required by law,
and in accordance with generally accepted accounting principles. You are required to keep any
additional business records that we specify from time to time, in the manner and for the time we
specify. All records must be in English, and whether on paper or in an electronic form, must be
capable of being reviewed by us without special hardware or software. You must retain copies
of each state and federal tax return for the franchised business for a period of five years.

11.1 You must submit profit and loss statements to us on a monthly basis, and, at our request,
balance sheets for your fiscal half-year and year-end, all in the format and by the means that we
specify from time to time. If we specify additional records for periodic reporting, you agree to
submit those records as required.

11.2 Within fifteen days from our request and at our option, you agree to (a) photocopy and
deliver to us those required records that we specify, or (b) at a location acceptable to us,
provide us access to any required records that we specify for examination and photocopying by
us. You agree to grant us the right to examine the records of your purchases kept by any of
your suppliers or distributors, including the National DCP or any successor entities, and hereby
authorize those suppliers and distributors to allow us to examine and copy those records at our
own expense. If after we review your business records, which include your business tax returns,
we believe that intentional underreporting of Gross Sales may have occurred, then upon
request, you and any signatory and guarantor of this Agreement must provide us with personal
federal and state tax returns and personal bank statements for the periods requested.

11.3 We will keep any records you provide to us that contain confidential information of yours
confidential, provided such records are marked confidential and, by their nature, would be
considered by a reasonable person to be confidential, but we may release information to any
person entitled to it under any lease, to a prospective transferee of the Restaurant, in
connection with anonymous general information disseminated to our franchisees and prospective
franchisees, in the formulation of plans and policies in the interest of each System, or if required
by law or any legal proceeding.

SECTION 12. INSURANCE

12.0 Prior to opening or operating the Restaurant for business, and prior to constructing the
Restaurant in the event you are developing the Restaurant, you agree to acquire insurance
coverage of the type and in the amounts required by law, by any lease or sublease, and by us,
as prescribed in our Standards. You must maintain such coverage in full force and effect

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throughout the duration of this Agreement. We have the right to change requirements from time
to time. All insurance must be placed and maintained with insurance companies with ratings that
meet or exceed our Standards. At our request, you must provide us with proof of required
insurance coverages.

12.1 We and any affiliated party we designate must be named as additional insureds as our
respective interests appear, and all policies must contain provisions denying to the insurer
acquisition of rights of recovery against any named insured by subrogation. All policies shall
include a provision prohibiting cancellations or material changes without thirty days prior written
notice to all named insureds. Policies may not be limited in any way by reason of any insurance
that we (or any named party) may maintain. Upon our request, you must produce proof that you
currently have the insurance coverage described in this Agreement, with all of the
aforementioned provisions. In the event that such insurance coverage is not in effect, we have
the right to purchase the necessary coverage for the Restaurant at your expense and to bill you
for any premiums.

12.2 Both you and we waive any and all rights of recovery against each other and our
respective officers, employees, agents, and representatives, for damage to the waiving party or
for loss of its property or the property of others under its control, to the extent that the loss or
damage is covered by insurance. To obtain the benefit of our waiver, you must have the
required insurance coverage in effect. When you are obtaining the policies of insurance required
by this subsection, you must give notice to your insurance carriers that the above mutual waiver
of subrogation is contained in this Agreement. This obligation to maintain insurance is separate
and distinct from your obligation to indemnify us under the provisions of Section 14.9.

SECTION 13. TRANSFERS

13.0 Transfer by Us: This Agreement inures to the benefit of our successors and assigns, and
we may assign our rights to any person or entity that agrees in writing to assume all of our
obligations. Upon transfer, we will have no further obligation under this Agreement, except for
any accrued liabilities.

13.1 Transfer by You: We entered into this Agreement based on the qualifications of your
owners and you. Any direct or indirect transfer of interest in this Agreement requires our prior
written consent, which we will not unreasonably withhold. We may withhold consent if a
proposed transferee does not meet our then-current criteria, if you have not satisfied all of your
outstanding obligations to us, if the Restaurant and Premises are not in compliance with our
Standards, or if we believe that the sale price of the interest to be conveyed is so high, or the
terms of sale so onerous, that it is likely the transferee would be unable to properly operate,
maintain, upgrade and promote the Restaurant and meet all financial and other obligations to us
and to third parties. At the time of transfer, you and all of your shareholders, partners and
members must execute a general release of us and our parent and affiliates, in our then-current
standard form. If after an approved transfer, a shareholder, member or partner no longer has an
interest in the franchised business, then such party is relieved of further obligations to us under
the terms of this Agreement, except for money obligations through the date of transfer and
obligations under Section 10.

13.2 Transfer Fee. At transfer, you must pay us a Transfer Fee as follows, whether or not we
exercise our rights in Section 13.4:

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13.2.1 If you have not owned and operated the Restaurant for at least three full years before
the transfer occurs, you will pay the Transfer Fee set forth in the chart in Section 13.2.2 below
plus twenty thousand dollars ($20,000).

13.2.2 If the transfer occurs after the third full year of ownership and operation, you will pay the
Transfer Fee stated below. We reserve the right to select another period or to make appropriate
adjustments to such Gross Sales in the event extraordinary occurrences (e.g., road
construction, fire or other casualty, etc.) materially affected the Restaurant's sales during the
trailing twelve month period.

Gross Sales for the Trailing 12 Month Period Transfer Fee


Less than $400,000.00 $12,500.00
$400,000.00 or more, but less than $600,000.00 $13,500.00
$600,000.00 or more, but less than $1,000,000.00 $15,500.00
$1,000,000.00 or more, but less than $1,400,000.00 $19,500.00
$1,400,000.00 or more $27,500.00

13.2.3 In lieu of the Transfer Fee, we will only charge the applicable, then-current Fixed
Documentation Fee published by us from time to time for i) a transfer of interest that does not
result in a Change of Control (as defined below) or ii) if any of the interests transfer to the
spouse(s) or children of the original signatories or iii) if all of the interests transfer to
beneficiaries or heirs of an owner who dies or becomes mentally incapacitated.

For the purposes of this Agreement, “Change of Control” means either i) a transfer of majority
interest from an original signatory to another or ii) any transaction or series of transactions that,
either alone or together with other previous, simultaneous or other proposed transfers, whether
related or unrelated, will have the result of the original signatories holding an aggregate interest
less than 50% of the indirect or direct interest in this Agreement. For the avoidance of doubt, if
any Transfer under part (i) above that results in a Change of Control, then the Transfer Fee(s)
set forth in Section(s) 13.2.1 and 13.2.2, as applicable, shall apply.

13.3 Transfer on Death: Within twelve months from the death of you or any of your owner(s)
and notwithstanding any agreement to the contrary, the deceased’s legal representative must
propose to us in writing to transfer the interest of the deceased in this Agreement to one or more
transferees. Any such transfer must occur within twelve months from such individual’s death,
and is subject to our prior written consent, which we will not unreasonably withhold, in
accordance with this Section. This Agreement shall automatically terminate if the transfer has
not occurred within twelve months, unless we grant an extension in writing.

13.4 Right of First Refusal: We have a right of first refusal to be the purchaser in the event
of any proposed direct or indirect sale of interest in this Agreement, under the same terms and
conditions contained in the offer or purchase and sale document. Only one franchisor will
exercise the right of first refusal. As between the two franchisors, the brand that generated the
most sales at the Restaurant in the twelve months preceding receipt of the offer or purchase
and sale document will have the right to exercise the right of first refusal as to both brands. You
must provide us with a fully-executed copy of any offer or purchase and sale document
(including any referenced documents) for the sale, and we will have sixty days from our receipt
to notify you whether we are exercising our right. We may purchase the interest ourselves or
assign our right without recourse to a nominee who will purchase the interest directly from you.
In the event you modify the offer or terms of sale in any way, you must resubmit the modified

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offer or purchase and sale document, as modified, and we will again have sixty days to exercise
the right of first refusal.

SECTION 14. DEFAULT AND REMEDIES

14.0 You will be in default under this Agreement under the following conditions:

14.0.1 You breach an obligation under this Agreement, or an obligation under another
agreement, which agreement is necessary to the operation of the Restaurant.

14.0.2 You file a petition in bankruptcy, are adjudicated a bankrupt, or a petition is filed against
you and is either consented to by you or not dismissed within thirty days; or you become
insolvent or make an assignment for the benefit of creditors; or a bill in equity or other
proceeding for the appointment of a receiver or other custodian for your business assets is filed
and is either consented to by you or not dismissed within thirty days; or a receiver or other
custodian is appointed for your business or business assets; or proceedings for composition
with creditors is filed by or against you; or if your real or personal property is sold at levy.

14.0.3 You or your owners are convicted of or plead guilty or no contest to a felony or crime
involving moral turpitude, or any other crime or offense that is injurious to either System or the
goodwill enjoyed by our Proprietary Marks.

14.0.4 You or your owners commit a fraud upon us or a third party relating to a business
franchised or licensed by us.

14.0.5 You use or permit the use of any business franchised or licensed by us, including the
Restaurant or Premises, for an unauthorized purpose.

14.0.6 We terminate any other franchise agreement with you or any affiliated entity by reason of
a default under sections 14.0.3, 14.0.4 or 14.0.5.

14.1 You will have the following opportunities to cure a default under this Agreement.

14.1.1 Thirty-Day Cure Period. Except as otherwise provided, you must cure any default
under this Agreement within thirty days after delivery of notice of default to you in our then-
standard form or forms of communication.

14.1.2 Seven-Day Cure Period. If you do not pay the money owed to us or the Advertising
Fund when due, or if you fail to maintain the insurance coverage required by this Agreement,
you must cure that default within seven days after delivery of notice of default to you in our then-
standard form or forms of communication.

14.1.3 Twenty-Four Hour Cure Period. If you violate any law, regulation, order or Standard
relating to health, sanitation or safety, or if you cease to operate the restaurant for a period of
forty-eight hours without our prior written consent, you must cure that default within twenty-four
hours after delivery of notice of default to you in our then-standard form or forms of
communication.

14.1.4 Cure on Demand. You must destroy any product or cure any situation that, in our
opinion, poses an imminent risk to public health and safety, at the time we demand you do so.

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14.2 No Cure Period. No cure period will be available if you are in default under paragraphs
14.0.2 through 14.0.6; if you abandon the Restaurant; if you intentionally under-report Gross
Sales or otherwise commit an act of fraud with respect to your acquisition or performance of this
Agreement; or if your lease for the Restaurant is terminated. In addition, no cure period will be
available for any default if you already have received three or more previous notices-to-cure for
the same or a substantially similar default (whether or not you have cured the default), within the
immediately preceding twelve-month period.

14.3 Statutory Cure Period. If a default is curable under this Agreement, and the applicable
law in the state in which the premises is located requires a longer cure period than that specified
in this Agreement, the longer period will apply.

14.4 In addition to all the remedies provided at law or by statute for the breach of this
Agreement, we also have the following remedies:

14.4.1 If we believe a condition of the Premises or of any product pose a threat to the health or
safety of your customers, employees or other persons, we have the right to take such action as
we deem necessary to protect these persons, and the goodwill enjoyed by our Proprietary
Marks and Systems. Such actions may include any or all of the following: we may require you to
immediately close and suspend operation of the Restaurant and correct such conditions; we
may immediately remove or destroy any products that we suspect are contaminated; and, if you
fail to correct a hazardous condition on demand, and within a reasonable time, we and
contractors we hire may enter the Restaurant without being guilty of, or liable for, trespass or
tort, and correct the condition. You are solely responsible for all losses or expenses incurred in
complying with the provisions of this subsection. Further, if you should discover a hazardous
condition as described above, you agree to notify us immediately.

14.4.2 If after proper notice and opportunity to cure, you have not complied with a Standard
involving the condition of the Restaurant, including maintenance, repair, and cleanliness, we
and contractors we hire may enter the Restaurant without being guilty of, or liable for, trespass
or tort, and correct the condition at your expense.

14.4.3 If you are repeatedly in default of this Agreement, we may disapprove your participation
in the sale of new products or new programs until you cure your defaults and demonstrate to our
reasonable satisfaction that you can maintain compliance with Standards.

14.4.4 You will pay to us all costs and expenses, including reasonable payroll and travel
expenses for our employees, and reasonable investigation and attorneys' fees, incurred by us in
successfully enforcing (which includes achieving a settlement) any provisions of this Agreement.

14.5 Because of the importance of your compliance with Standards to protect our Systems,
other franchisees, and the goodwill enjoyed by our Proprietary Marks, you agree that the
remedies described elsewhere in this Agreement, as well as monetary damages or termination
at a future date, may be insufficient remedy for a breach of our Standards. Accordingly, you
agree not to contest the appropriateness of injunctive relief for such breaches, and consent to
the grant of an injunction in such cases without the showing of actual damages, irreparable
harm or the lack of an adequate remedy at law. In order to obtain an injunction, we must show
only that the Standard in issue was adopted in good faith, that it is a Standard of general
applicability in that DMA or “region” (as that term is defined by us), and that you are violating or
are about to violate that Standard. A Standard of general applicability is one that applies to all
franchisees in the DMA or region, or throughout the Dunkin’ Donuts and Baskin-Robbins
Systems.

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14.6 Termination and Expiration. If you commit a default referenced in section 14.2 or if you
fail to timely cure any default that may be cured, we may terminate this Agreement. Termination
will be effective immediately upon receipt of a written notice of termination unless a notice
period is required by law, in which case that notice period will apply. Upon termination or
expiration of this Agreement, you no longer have any rights granted by this Agreement. If we
suffer your continued operation of the Restaurant while we seek judicial enforcement of our
election to terminate, conducting business as if the Agreement had not been terminated in order
to preserve the reputation of our Systems and goodwill associated with the Proprietary Marks,
our adherence to the judicial process is neither a waiver of our election to terminate nor an
extension of the termination date.

14.7 In the event of termination or expiration of this Agreement:

14.7.1 You must pay all monies owed under this Agreement, including any fees and interest,
within ten days.

14.7.2 You must immediately cease operation of the Restaurant and no longer represent
yourself to the public as our franchisee.

14.7.3 You must immediately cease all use of our Proprietary Marks, trade secrets, confidential
information, and manuals, and cease to participate directly or indirectly in the use or benefits of
our System.

14.7.4 You must, within ten days, return all originals and copies of our operating manuals,
plans, specifications, and all other materials of ours in your possession relating to the operation
of the Restaurant, all of which you acknowledge to be our property. The remaining materials are
your property.

14.7.5 Upon our request within thirty days from the date of termination due to default, you agree
to sell to us any or all of the furniture, fixtures, and equipment at its then-current fair market value,
less any indebtedness on the equipment, and indebtedness to us;

14.7.6 Upon our request within thirty days from the date of termination or expiration, you must
assign to us any leasehold interest you have in the Restaurant and Premises or any other
agreement related to the Premises.

14.7.7 Upon our request within thirty days from the date of termination due to default or
expiration, you must remove from the Restaurant and Premises and return to us all indicia of
our Proprietary Marks. Further, you must make such modifications or alterations to the
Restaurant and Premises as we require in accordance with our Standards to distinguish the
Restaurant and Premises from the premises of other restaurants in the System. You must also
disconnect any telephone listings that contain our name, and withdraw any fictitious name
registration containing any part of our Proprietary Marks. You hereby appoint us as your
attorney-in-fact, and in your name, to do any act necessary to accomplish the intent of this
section. In the event you fail or refuse to comply with the requirements of this section, we have
the right to enter upon the Premises, without being guilty of trespass or any other tort, for the
purpose of making such changes as may be required, at your expense, which you agree to pay
upon demand.

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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
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.

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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’ Donuts/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.”

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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’
Donuts and Baskin-Robbins Systems.

16.8 This Agreement grants you rights with respect to the Dunkin’ Donuts 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.

(The remainder of this page is intentionally left blank.)

201
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: _______________________

202
PERSONAL GUARANTEE

The undersigned represent and warrant that they hold a direct or an indirect interest in FRANCHISEE
ENTITY NAME (“Franchisee”) organized under the laws of the State/Province of _____________.

Waiving demand and notice, the undersigned hereby, jointly and severally, personally guarantee the full
payment of Franchisee’s money obligations to us (and our parents or affiliates) under Section 5 and the
performance of all of the Franchisee’s other obligations under this Franchise Agreement, including, without
limitation, Section 10 in its entirety relative to the restrictions on activities. The undersigned personally
agree that the Franchise Agreement shall be binding upon each of them personally. The undersigned,
jointly and severally, agree that we may, without notice to or consent of the undersigned, (a) extend, in
whole or in part, the time for payment of Franchisee’s money obligations under Section 5; (b) modify, with
the consent of Franchisee, Franchisee’s money or other obligations under this Agreement; and (c)
settle, waive or compromise any claim that we have against Franchisee or any or all of the undersigned, all
without in any way affecting this personal guarantee, which is intended to take effect as a sealed
instrument.

__________________________________ _____________________________________
Witness , individually
Print Name:

___________________________________ ______________________________________
Witness , individually
Print Name:

___________________________________ _____________________________________
Witness , individually
Print Name:

___________________________________ _____________________________________
Witness , individually
Print Name:

203
PC # _________________
City and State_________________

CERTIFICATION OF AGREEMENT

By signing below, you acknowledge that you received our Franchise Disclosure Document (“FDD”) and have
had the opportunity to review it and obtain the advice of an attorney. Your answers to the questions below will
provide us with an opportunity to correct any possible misunderstandings prior to entering into the attached
agreement with you (“Agreement”). Therefore, your certification is important and we will act in reliance upon
your answers below in signing the Agreement.

Other than what is written in the Agreement or FDD, describe below any information provided by any employee
or agent of our company that has influenced your decision to sign the Agreement.

If the answer is “none,” please write “NONE” below.

Other than the historical information that is provided in Items 7 or 19 (including the Notes sections) of our FDD,
describe below any information provided by any employee or agent of our company about your future financial
performance, including sales, costs or profits, that has influenced your decision to sign the Agreement.

If the answer is “none,” please write “NONE” below.

If you do not complete and sign this page, we will not counter-sign the Agreement (or, if that has already taken
place, we have the right to void the Agreement).
I certify that the above information is true, as of the same date as that on which the Agreement was signed.

FRANCHISEE:

Witness/Attest: ____________________________________

___________________________________ By:__________________________________

___________________________________ _____________________________________
Witness , individually
Print Name:

__________________________________ _____________________________________
Witness , individually
Print Name:

___________________________________ _____________________________________
Witness , individually
Print Name:

204
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 Required IFF Due Date Required Opening


Schedule Control Date
Date
Additional Due on Required
Restaurant 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)

205
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 Required IFF Due Date Required Opening


Schedule Control Date
Date
Additional Due on Required
Restaurant 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. The second to last sentence of Section 2 of the SDA entitled “Initial Franchise Fees” is hereby deleted and
replaced in its entirety with the following:

If you develop more Restaurants than [ two/three ] Restaurants during the term of this Agreement, then the
IFF for each additional Restaurant will be fifty percent (50%) of the IFF for each Restaurant.

4. Section 4 of the SDA entitled “Renewal of Rights” is hereby deleted and replaced in its entirety with the
following:

Renewal of Rights. This Agreement and the development rights granted in it expire on the date stated
in Exhibit B or as may be amended pursuant to the addendum to this Agreement entitled “Conditional
Option(s) to Extend” (the “Option Addendum”). If you have successfully exercised the option(s) contained in
the Option Addendum and you wish to renew exclusive development rights for the same Store Development
Area, you must advise us in writing within six (6) months prior to the expiration of this Agreement, as
amended. We will then reassess the potential of the Store Development Area for further development. If we
and you agree that there is potential for additional Restaurants, we will offer you the first opportunity to enter
into a new agreement for the Store Development Area, provided that you met your Development Schedule
under this Agreement (including under the Option Addendum), you are in compliance with all of your franchise
agreements with us or any of our affiliates, you meet our then-current Criteria to Expand, and we and you can
agree on a new development schedule. The agreement you sign will be our then-current renewal store
development agreement, and the fees will be the then-current fees for that Store Development Area. The
renewal store development agreement will be on substantially the same form as our then-current store
development agreement except it will contain no renewal rights. You will have 10 days from the time you
receive the new Agreement to sign and return it to us.

ATTEST/WITNESS: (Developer)
[insert corp., LLC or partnership]

_________________________________________ _________________________________________

206
BASKIN-ROBBINS DEVELOPMENT INCENTIVE

ADDENDUM TO STORE DEVELOPMENT AGREEMENT


and / or
ADDENDUM TO FRANCHISE AGREEMENT

Introduction:

The following provisions are hereby incorporated into the Franchise Agreement (“FA”) or Store Development
Agreement (“SDA”) and each Franchise Agreement entered into pursuant to the SDA. These provisions both
supplement and modify those agreements with respect to the obligations imposed and benefits received by each
party. For the sake of convenience, Baskin-Robbins Franchising LLC is referred to in this Addendum as
“Baskin-Robbins”, “we”, “us” or “our”. The Developer/Franchisee is referred to in this Addendum as
“Developer”, “Franchisee”, “you” or “your”. In the event of any conflict between a provision in this
Addendum and a provision in the SDA or Franchise Agreement, the provision in this Addendum shall control.

1. Reduction of the Initial Franchise Fee (“IFF”) for a New Baskin-Robbins Restaurant.
a. For a Single-Unit SDA: If you open to serve the general public by the “Required Opening Date” set
forth in Exhibit B to the SDA, the Baskin-Robbins IFF for the Restaurant will be reduced by fifty
percent (50%) (“Reduced IFF”) of the twenty (20) year IFF rate set forth in Exhibit B to the SDA and
payable in accordance with the payment plan set forth in section 2 below. If you do not meet the
Required Opening Date for the Restaurant, then the difference between the Reduced IFF installment
amount previously paid and the full twenty (20) year IFF installment amount will be due and payable on
the earlier of (i) the Restaurant’s Required Opening Date or (ii) the date the Restaurant’s franchise
agreement is signed.
b. For a FA with no SDA: If you open the Restaurant to serve the general public by the “Required
Opening Date”, which is one (1) year from the date of your Conditional Real Estate Site Approval
Letter, the Baskin-Robbins IFF for the Restaurant will be reduced by fifty percent (50%) (“Reduced
IFF”) of the twenty (20) year IFF rate set forth in the Contract Data Schedule of your Franchise
Agreement and will be payable in accordance with the payment plan set forth in section 2 below. If you
do not meet the Required Opening Date for the Restaurant, then the difference between the Reduced IFF
installment amount previously paid and the full twenty (20) year IFF installment amount will be due and
payable on the earlier of (i) the Restaurant’s Required Opening Date or (ii) the date the Restaurant’s
franchise agreement is signed.

2. Initial Franchise Fee (“IFF”) Payment Plan.


a. You must pay us the IFF due for the Restaurant based on the following payment schedule - one tenth
(1/10th) of the IFF is due and payable upon your execution of the SDA or FA, if no SDA, and we will
defer the balance of the IFF as follows: a second installment of one tenth (1/10th) of the IFF will be due
and payable on the first anniversary of the Required Opening Date, and a one tenth (1/10th) payment of
the IFF will be due and payable annually each year on the anniversary of the Required Opening Date
thereafter until the IFF is paid in full.
b. If at any time you assign, transfer or sell any of your right, title and interest in the Franchise Agreement
for the Restaurant, then the balance of the IFF, if any, shall be due and payable in full upon such
assignment, sale and/or transfer. Payment must be made by certified check or wire transfer payable to
us.

207
3. Reduction of the Continuing Franchise Fees (“CFF”) for a New Baskin-Robbins Restaurant.
a. If you open the Restaurant on or prior to the Required Opening Date, the CFF will be waived beginning
on the day you open the Restaurant to serve the general public through one year from the Required
Opening Date, then increase to 1.9 percent of Gross Sales for the second year, then increase to 2.9
percent of Gross Sales for the third year, then increase to 3.9 percent of Gross Sales for the fourth year,
then increase to 4.9% of Gross Sales for the fifth year, and then increase to the standard 5.9 percent of
Gross Sales for the remaining term of your Franchise Agreement, as more particularly described in
subsection 3b. below.
b. The sales reporting period is a seven (7) day period beginning Sunday at the open of business and
ending at the close of business on Saturday. For purposes of the incentive, a year means 52 sales
reporting periods. If your Restaurant opens on a day other than Sunday, your initial sales reporting
period will be less than seven (7) days.
c. For any Restaurant that you do not open by the Required Opening Date, you will pay the standard CFF
of 5.9 percent of Gross Sales for the entire term of that Restaurant’s Franchise Agreement.
d. Subject to our prior written approval, if you build and open more Restaurants during the original term of
your SDA than required under the Development Schedule (the “Additional Restaurant(s)”) the CFF
rates will be as follows:
i. for each such Additional Restaurant open, the CFF will be waived beginning on the day you open
the Restaurant to serve the general public through one year from the actual opening date, then
increase to 1.9 percent of Gross Sales for the second year, then increase to 2.9 percent of Gross
Sales for the third year, then increase to 3.9 percent of Gross Sales for the fourth year, then increase
to 4.9 percent of Gross Sales for the fifth year, and then increase to the standard 5.9 percent of
Gross Sales for the remaining term of your Franchise Agreement, as more particularly described in
subsection 3b. above.

4. Special distribution opportunities, as described in Section 6 of the SDA, are not eligible for any of the above
incentives.

5. Effect. Except as specifically provided above, the terms of the SDA and Franchise Agreement are
unaffected by the terms of this Addendum. The parties acknowledge and agree that this Addendum is
subject, in all respects, to the other provisions of the SDA and Franchise Agreement. Additionally, the
parties agree that in deciding whether to enter into this Addendum, they are relying only on the words of this
Addendum and not on any other prior communication between the parties. The provisions of this
Addendum apply only to the SDA and Franchise Agreement entered into between us and you, and are not
meant to confer rights on any other party.

Initials

_______________

_______________

_______________

208
BASKIN-ROBBINS DEVELOPMENT INCENTIVE

ADDENDUM TO STORE DEVELOPMENT AGREEMENT


and
ADDENDUM TO FRANCHISE AGREEMENT

Introduction:

The following provisions are hereby incorporated into the Store Development Agreement (“SDA”) and
each Franchise Agreement (“FA”) entered into pursuant to the SDA. These provisions both supplement
and modify those agreements with respect to the obligations imposed and benefits received by each party.
For the sake of convenience, Baskin-Robbins Franchising LLC is referred to in this Addendum as
“Baskin-Robbins”, “we”, “us” or “our”. The Developer/Franchisee is referred to in this Addendum as
“Developer”, “Franchisee”, “you” or “your”. In the event of any conflict between a provision in this
Addendum and a provision in the SDA or Franchise Agreement, the provision in this Addendum shall
control.

1. Reduction of the Initial Franchise Fee (“IFF”) for New Baskin-Robbins Restaurant(s).
a. For each Restaurant you open to serve the general public by the earlier of the Required Opening
Date set forth in Exhibit B to the SDA or thirty-six (36) months from the date of signing the SDA
(“Required Incentive Opening Date”), the Baskin-Robbins IFF for the Restaurant will be reduced
by fifty percent (50%) (“Reduced IFF”) of the twenty (20) year IFF rate set forth in Exhibit B to
the SDA and payable in accordance with the payment plan set forth in section 2 below. If you do
not meet the Required Incentive Opening Date for the Restaurant, then the difference between the
Reduced IFF installment amount previously paid and the full twenty (20) year IFF installment
amount will be due and payable on the earlier of (i) the Restaurant’s Required Opening Date or
(ii) the date the Restaurant’s franchise agreement is signed.

2. Initial Franchise Fee (“IFF”) Payment Plan.


a. You must pay us the IFF due for each Restaurant based on the following payment schedule - one
tenth (1/10th) of the IFF is due and payable upon your execution of the SDA, and we will defer
the balance of the IFF as follows: a second installment of one tenth (1/10th) of the IFF will be due
and payable on the first anniversary of the Required Opening Date set forth in Exhibit B to the
SDA and a one tenth (1/10th) payment of the IFF will be due and payable annually each year on
the anniversary of the Required Opening Date thereafter until the IFF is paid in full.
b. If at any time you assign, transfer or sell any of your right, title and interest in the Franchise
Agreement for the Restaurant, then the balance of the IFF, if any, shall be due and payable in full
upon such assignment, sale and/or transfer. Payment must be made by certified check or wire
transfer payable to us.

3. Reduction of the Continuing Franchise Fees (“CFF”) for New Baskin-Robbins Restaurant(s).
a. For each Restaurant you open by the Required Incentive Opening Date, the CFF will be waived
beginning on the day you open the Restaurant to serve the general public through one year from
the Required Opening Date, then increase to 1.9 percent of Gross Sales for the second year, then
increase to 2.9 percent of Gross Sales for the third year, then increase to 3.9 percent of Gross
Sales for the fourth year, then increase to 4.9% of Gross Sales for the fifth year, and then increase

209
to the standard 5.9 percent of Gross Sales for the remaining term of your Franchise Agreement, as
more particularly described in subsection 3b. below.
b. The sales reporting period is a seven (7) day period beginning Sunday at the open of business and
ending at the close of business on Saturday. For purposes of the incentive, a year means 52 sales
reporting periods. If your Restaurant opens on a day other than Sunday, your initial sales
reporting period will be less than seven (7) days.
c. For any Restaurant that you do not open by the Required Opening Date, you will pay the standard
CFF of 5.9 percent of Gross Sales for the entire term of that Restaurant’s Franchise Agreement.
d. Subject to our prior written approval, if you build and open more Restaurants during the original
term of your SDA than required under the Development Schedule (the “Additional
Restaurant(s)”) the CFF rates for those Additional Restaurants that you open within the first
thirty-six (36) months of the original term of your SDA will be as follows:
i. for each such Additional Restaurant open, the CFF will be waived beginning on the day
you open the Restaurant to serve the general public through one year from the actual
opening date, then increase to 1.9 percent of Gross Sales for the second year, then
increase to 2.9 percent of Gross Sales for the third year, then increase to 3.9 percent of
Gross Sales for the fourth year, then increase to 4.9 percent of Gross Sales for the fifth
year, and then increase to the standard 5.9 percent of Gross Sales for the remaining term
of your Franchise Agreement, as more particularly described in subsection 3b. above.

4. Special distribution opportunities, as described in Section 6 of the SDA, are not eligible for any of the
above incentives.

5. Effect. Except as specifically provided above, the terms of the SDA and Franchise Agreement(s) are
unaffected by the terms of this Addendum. The parties acknowledge and agree that this Addendum is
subject, in all respects, to the other provisions of the SDA and Franchise Agreement(s). Additionally,
the parties agree that in deciding whether to enter into this Addendum, they are relying only on the
words of this Addendum and not on any other prior communication between the parties. The
provisions of this Addendum apply only to the SDA and Franchise Agreement(s) entered into
between us and you, and are not meant to confer rights on any other party.

Initials

_______________

_______________

_______________

210
BASKIN-ROBBINS STORE TRANSFER SALES INCREASE INCENTIVE

ADDENDUM TO FRANCHISE AGREEMENT

Introduction:

The following provisions are hereby incorporated into the Franchise Agreement (“FA”) and supplement and
modify the FA with respect to the obligations imposed and benefits received by each party. For the sake of
convenience, Baskin-Robbins Franchising LLC is referred to in this Addendum as “Franchisor.” You are
referred to in this Addendum as “Franchisee.” In the event of any conflict between a provision in this
Addendum and a provision in the FA, the provision in this Addendum shall control.

BE ADVISED: No employee or agent of our company is authorized to provide you with any information
about the financial performance, including sales, costs or profits, of any restaurant other than the
historical information that is provided in Items 7 or 19 (including the Notes sections) of our Franchise
Disclosure Document.

The following sales increase incentive awards are available to purchasers of existing Baskin-Robbins stand-
alone restaurants who meet the sales increase incentive award criteria as well as the other terms and conditions
set forth below:

1. Sales Increase Incentive Awards:

Eligible Franchisees who meet the sales increase incentive award criteria set forth in paragraph 2 below
(the “Award Criteria”) will receive one of the following credits (based on the amount of sales increase)
for this Restaurant for the first 52-week sales reporting period beginning the Sunday following the
Transfer Date (as defined below):

• Sales increase of at least 15% - credit equal to one-half of a percent (.5%) of Gross Sales
• Sales increase of at least 20% - credit equal to one percent (1.0%) of Gross Sales
• Sales increase of at least 25% - credit equal to one & one-half percent (1.5%) of Gross Sales
• Sales increase of at least 31% - credit equal to two percent (2.0%) of Gross Sales.

This credit will be applied to Franchisee’s account for this Restaurant with Franchisor on or about the
fourteenth (14th) month from the date the ownership of the Restaurant transfers to the buyer (the
“Transfer Date”). Franchisee remains responsible for timely paying all fees when due and may not
withhold payment in anticipation of receiving the foregoing credit.

If the Restaurant is located in the Pacific Northwest, Alaska or Hawaii the credit earned will be applied
toward ice cream purchases.

2. Sales Increase Incentive Award Criteria:

A. To qualify for the awards described in Paragraph 1 above, the average weekly comparable sales
trend ("AWCST") for the restaurant during the first full fifty-two (52) week reporting period

211
immediately following the day of the closing of the transfer must be at least fifteen percent
(15%) more than the AWCST for the restaurant over the prior full fifty-two week reporting
period that ended immediately prior to the closing of the transfer.

B. By way of example only and not limitation, if the restaurant transferred on August 1, 2018 and
the AWCST for the period commencing August 1, 2018 and ending July 31, 2019 as compared
to the same period from the prior year was plus five percent (+5%) and:

(i) the AWCST for the period commencing August 1, 2017 and ending July 31, 2018 as
compared to the same period from the prior year was negative five percent (-5%), then
Franchisee would not qualify for the awards described in Paragraph 1 above because
the increase in AWSCT was less than fifteen percent (15%) (i.e., it was ten percent
(10%)); but,

(ii) if the AWCST for the period commencing August 1, 2017 and ending July 31, 2018 as
compared to the same period from the prior year was negative eleven percent (-11%),
then Franchisee would qualify for one of the awards described in Paragraph 1 above
because the increase in AWSCT was equal to or greater than fifteen percent (15%) (i.e.,
it was sixteen percent (16%) thereby qualifying for a .5% credit on gross sales).

C. Notwithstanding anything to the contrary contained herein Franchisor reserves the right to select
another period or to make adjustments to such AWCST figures in the event extraordinary
occurrences (e.g., road construction, fire or other casualty) materially affected the restaurant’s
sales during the period(s) referenced above.

3. Eligibility Requirements: From the Transfer Date up through the Award Date, Franchisee must timely
report and pay all fees due to Franchisor and its affiliates, must retain a “YES” rating on the Franchise
Business Review in all Baskin-Robbins restaurants, must timely submit profit and loss statements and
must not otherwise be in default of any franchise agreement or other agreement with Franchisor or any
of its affiliates, and must be in good standing with the Franchisor and its affiliates to be eligible to
receive the sales increase incentive award.

4. No Guaranty; Not Transferable: This sales increase incentive is not a guarantee that Franchisee
will be profitable, experience a sales increase or experience any other type sales performance.
This sales increase incentive is non-transferable, and if ownership of the restaurant is transferred prior to
a credit being received or used by Franchisee, said credit(s) will be forfeited upon transfer.

5. 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.

Initials

_______________

_______________

_______________

212
BASKIN-ROBBINS INCENTIVE FOR NEW COMBO OPENING(S)

ADDENDUM TO STORE DEVELOPMENT AGREEMENT and/or


ADDENDUM TO FRANCHISE AGREEMENT

Introduction:

The following provisions are hereby incorporated into the Franchise Agreement (“FA”) or Store Development Agreement
(“SDA”) and each Franchise Agreement entered into pursuant to the SDA. These provisions both supplement and modify
those agreements with respect to the obligations imposed and benefits received by each party. For the sake of
convenience, Dunkin’ Donuts Franchising LLC and Baskin-Robbins Franchising LLC are referred to in this Addendum as
“Dunkin’ Donuts” and “Baskin-Robbins,” respectively, and collectively as “we”, “us” or “our.” The
Developer/Franchisee is referred to in this Addendum as “Developer”, “Franchisee”, “you” or “your”. In the event of
any conflict between a provision in this Addendum and a provision in the SDA or Franchise Agreement, the provision in
this Addendum shall control.

1. Reduction of the Baskin-Robbins Initial Franchise Fee (Baskin-Robbins IFF) for a New Combo Dunkin’
Donuts/Baskin-Robbins Restaurant.
a. For a Single-Unit SDA: If you open the Combo Dunkin’ Donuts/Baskin-Robbins Restaurant to serve the general
public by the Required Opening Date set forth in Exhibit B to the SDA, the Baskin-Robbins twenty (20) year IFF
rate set forth in Exhibit B to the SDA will be waived. If you do not meet the Required Opening Date for the
Restaurant, the full Baskin-Robbins twenty (20) year IFF amount will be due and payable on the earlier of (i) the
Restaurant’s Required Opening Date or (ii) the date the Restaurant’s franchise agreement is signed.
b. For a FA with no SDA: If you open the Restaurant to serve the general public by the “Required Opening Date”,
which is one (1) year from the date of your Conditional Real Estate Site Approval Letter, the Baskin-Robbins
twenty (20) year IFF rate set forth in the Contract Data Schedule of your Franchise Agreement will be waived. If
you do not meet the Required Opening Date for the Restaurant, the full Baskin-Robbins twenty (20) year IFF
amount will be due and payable on the earlier of (i) the Restaurant’s Required Opening Date or (ii) the date the
Restaurant’s franchise agreement is signed.

2. Special distribution opportunities, as described in Section 6 of the SDA, are not eligible for any of the above
incentives.

3. Effect. Except as specifically provided above, the terms of the SDA and Franchise Agreement are unaffected by the
terms of this Addendum. The parties acknowledge and agree that this Addendum is subject, in all respects, to the
other provisions of the SDA and Franchise Agreement. Additionally, the parties agree that in deciding whether to
enter into this Addendum, they are relying only on the words of this Addendum and not on any other prior
communication between the parties. The provisions of this Addendum apply only to the SDA and Franchise
Agreement entered into between us and you, and are not meant to confer rights on any other party.
Initials

_______________

_______________

_______________

213
BASKIN-ROBBINS INCENTIVE FOR NEW COMBO OPENING(S)

ADDENDUM TO STORE DEVELOPMENT AGREEMENT


and
ADDENDUM TO FRANCHISE AGREEMENT

Introduction:

The following provisions are hereby incorporated into the Store Development Agreement (“SDA”) and each
Franchise Agreement (“FA”) entered into pursuant to the SDA. These provisions both supplement and
modify those agreements with respect to the obligations imposed and benefits received by each party. For
the sake of convenience, Dunkin’ Donuts Franchising LLC and Baskin-Robbins Franchising LLC are
referred to in this Addendum as “Dunkin’ Donuts” and “Baskin-Robbins,” respectively, and collectively as
“we”, “us” or “our.” The Developer/Franchisee is referred to in this Addendum as “Developer”,
“Franchisee”, “you” or “your”. In the event of any conflict between a provision in this Addendum and a
provision in the SDA or Franchise Agreement, the provision in this Addendum shall control.

1. Reduction of the Baskin-Robbins Initial Franchise Fee (Baskin-Robbins IFF) for New Combo
Dunkin’ Donuts/Baskin-Robbins Restaurant(s).
a. For each Combo Dunkin’ Donuts/Baskin-Robbins Restaurant you open to serve the general public
by the earlier of the Required Opening Date set forth in Exhibit B to the SDA or thirty-six (36)
months from the date of signing the SDA (“Required Incentive Opening Date”), the Baskin-Robbins
twenty (20) year IFF rate set forth in Exhibit B to the SDA will be waived. If you do not meet the
Required Incentive Opening Date for the Restaurant, the full Baskin-Robbins twenty (20) year IFF
amount will be due and payable on the earlier of (i) the Restaurant’s Required Opening Date or (ii)
the date the Restaurant’s franchise agreement is signed.

2. Special distribution opportunities, as described in Section 6 of the SDA, are not eligible for any of the
above incentives.

3. Effect. Except as specifically provided above, the terms of the SDA and 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

_______________

_______________

_______________

214
BASKIN-ROBBINS MILITARY VETERANS DEVELOPMENT INCENTIVE
ADDENDUM TO STORE DEVELOPMENT AGREEMENT
and
ADDENDUM TO FRANCHISE AGREEMENT

Introduction:

The following provisions are hereby incorporated into the Store Development Agreement (“SDA”) and each Franchise
Agreement (“FA”) entered into pursuant to the SDA. These provisions both supplement and modify those agreements
with respect to the obligations imposed and benefits received by each party. For the sake of convenience, Baskin-Robbins
Franchising LLC is referred to in this Addendum as “Baskin-Robbins”, “we”, “us” or “our”. The Developer/Franchisee
is referred to in this Addendum as “Developer”, “Franchisee”, “you” or “your”. In the event of any conflict between a
provision in this Addendum and a provision in the SDA or Franchise Agreement, the provision in this Addendum shall
control.

1. Reduction of the Continuing Franchise Fees (“CFF”) for New Baskin-Robbins Restaurant(s).
a. For a Single-Unit SDA: If you open the Restaurant to serve the general public by the Required Opening Date set
forth in Exhibit B to the SDA, the CFF will be waived beginning on the day you open the Restaurant to serve the
general public through two years from the Required Opening Date, then increase to 1.9 percent of Gross Sales for
the third year, then increase to 2.9 percent of Gross Sales for the fourth and fifth years, and then increase to the
standard 5.9 percent of Gross Sales for the remaining term of your Franchise Agreement, as more particularly
described in subsection 1c. below.
b. For a Multi-Unit SDA: For up to a total of five Restaurants, for each Restaurant you open to serve the general
public by the earlier of the Required Opening Date set forth in Exhibit B to the SDA or thirty-six (36) months
from the date of signing the SDA (“Required Incentive Opening Date”), the CFF will be waived beginning on the
day you open the Restaurant to serve the general public through two years from the Required Opening Date, then
increase to 1.9 percent of Gross Sales for the third year, then increase to 2.9 percent of Gross Sales for the fourth
and fifth years, and then increase to the standard 5.9 percent of Gross Sales for the remaining term of your
Franchise Agreement, as more particularly described in subsection 1c. below.
c. The sales reporting period is a seven (7) day period beginning Sunday at the open of business and ending at the
close of business on Saturday. For purposes of the incentive, a year means 52 sales reporting periods. If your
Restaurant opens on a day other than Sunday, your initial sales reporting period will be less than seven (7) days.
d. For any Restaurant that you do not open by the Required Opening Date, you will pay the standard CFF of 5.9
percent of Gross Sales for the entire term of that Restaurant’s Franchise Agreement.
e. Subject to our prior written approval and a limit of five restaurant in total (see below), if you build and open more
Restaurants during the original term of your SDA than required under the Development Schedule (the “Additional
Restaurant(s)”) the CFF rates for those Additional Restaurants that you open within the first thirty-six (36)
months of the original term of your SDA will be as follows:
i. for each such Additional Restaurant open, the CFF will be waived beginning on the day you open the
Restaurant to serve the general public through two years from the actual opening date, then increase to 1.9
percent of Gross Sales for the third year, then increase to 2.9 percent of Gross Sales for the fourth and fifth
years, and then increase to the standard 5.9 percent of Gross Sales for the remaining term of your
Franchise Agreement, as more particularly described in subsection 1c. above.

2. Reduction of the Initial Franchise Fee (IFF) for New Baskin Robbins Restaurant(s).
a. Single-Unit SDA Waiver of the Initial Franchise Fee (IFF): For the first Restaurant the Baskin-Robbins
twenty (20) year IFF rate set forth in Exhibit B to the SDA will be waived provided the Restaurant opens to serve
the general public by the Required Opening Date. If the Restaurant does not open to serve the general public by
the Required Opening Date, then the twenty (20) year IFF installment amount as defined in section 3 below will
be due and payable on the earlier of (i) the Restaurant’s Required Opening Date or (ii) the date the Restaurant’s
franchise agreement is signed.

215
b. For a Multi-Unit SDA Reduction of the Initial Franchise Fee (“IFF”) for New Baskin-Robbins
Restaurant(s).
i. For the First Restaurant: For the first Restaurant the Baskin-Robbins twenty (20) year IFF rate set forth
in Exhibit B to the SDA will be waived provided you open the Restaurant to serve the general public by
the Required Incentive Opening Date. If the Restaurant does not open to serve the general public by the
Required Incentive Opening Date, then the twenty (20) year IFF installment amount as defined in section 3
below will be due and payable on the earlier of (i) the Restaurant’s Required Opening Date or (ii) the date
the Restaurant’s franchise agreement is signed.
ii. For each additional Restaurant up to a total of four (4) Restaurants: For each Restaurant you open to
serve the general public by the Required Incentive Opening Date, the Baskin-Robbins IFF will be reduced
by twenty percent (20%) (“Reduced IFF”) of the twenty (20) year IFF rate set forth in Exhibit B to the
SDA and payable in accordance with the payment plan set forth in section 3 below. If the Restaurant does
not open to serve the general public by the Required Incentive Opening Date, then the difference between
the Reduced IFF installment amount previously paid and the full twenty (20) year IFF installment amount
will be due and payable on the earlier of (i) the Restaurant’s Required Opening Date or (ii) the date the
Restaurant’s franchise agreement is signed.

For purposes of clarity, the IFF incentives set forth in Sections 2.b. of this Addendum, collectively, apply
only to the first five (5) restaurants opened under this SDA and are subject to the limitations set forth in
paragraph number 4 below.

3. Initial Franchise Fee (“IFF”) Payment Plan.


a. You must pay us the IFF due for each Restaurant based on the following payment schedule one tenth (1/10th) of
the IFF is due and payable upon your execution of the SDA, and we will defer the balance of the IFF as follows: a
second installment of one tenth (1/10th) of the IFF will be due and payable on the first anniversary of the Required
Opening Date set forth in Exhibit B to the SDA and a one tenth (1/10th) payment of the IFF will be due and
payable annually each year on the anniversary of the Required Opening Date thereafter until the IFF is paid in
full.
b. If at any time you assign, transfer or sell any of your right, title and interest in the Franchise Agreement for the
Restaurant, then the balance of the IFF, if any, shall be due and payable in full upon such assignment, sale and/or
transfer. Payment must be made by certified check or wire transfer payable to us.

4. If the IFF has previously been waived for a military veteran in connection with the development of either a Baskin-
Robbins or Dunkin’ Donuts franchise, that same military veteran will not be eligible for the IFF waiver incentive in
2.a. or 2.b.i. above. Similarly, a military veteran is only eligible for the other IFF and CFF incentive rates above in up
to a total of five Baskin-Robbins and/or Dunkin’ Donuts restaurants developed under either past or present incentive
offers.

5. The foregoing incentives are only available to military veterans who hold a majority ownership interest in the
franchise and are non-transferable.

6. Special distribution opportunities, as described in Section 6 of the SDA, are not eligible to receive any of the above
incentives.

7. Effect. Except as specifically provided above, the terms of the SDA and Franchise Agreement(s) are unaffected by
the terms of this Addendum. The parties acknowledge and agree that this Addendum is subject, in all respects, to the
other provisions of the SDA and Franchise Agreement(s). Additionally, the parties agree that in deciding whether to
enter into this Addendum, they are relying only on the words of this Addendum and not on any other prior
communication between the parties. The provisions of this Addendum apply only to the SDA and Franchise
Agreement(s) entered into between us and you, and are not meant to confer rights on any other party.

Initials_______________ _______________ _______________

216
INCENTIVE FOR ADDITION OF A BASKIN-ROBBINS TO AN
EXISTING DUNKIN’ DONUTS RESTAURANT

ADDENDUM TO FRANCHISE AGREEMENT

Introduction:

The following provisions are hereby incorporated into the Franchise Agreement (“FA”). These provisions both
supplement and modify the Agreement with respect to the obligations imposed and benefits received by each party.
For the sake of convenience, Dunkin’ Donuts Franchising LLC and Baskin-Robbins Franchising LLC are referred
to in this Addendum as “Dunkin’ Donuts” and “Baskin-Robbins,” respectively, and collectively as “we”, “us” or
“our.” The Franchisee is referred to in this Addendum as “Franchisee”, “you” or “your.” In the event of any
conflict between a provision in this Addendum and a provision in the Franchise Agreement, the provision in this
Addendum shall control.

1. Reduction of Baskin-Robbins Initial Franchise Fee (Baskin-Robbins IFF) for the addition of a Baskin-
Robbins to a Dunkin’ Donuts Restaurant.
a. If you open the Restaurant to serve the general public by the “Required Opening Date”, which is one (1)
year from the date of your Conditional Real Estate Site Approval Letter, the Baskin-Robbins IFF set forth
in the Contract Data Schedule of your Franchise Agreement will be waived. If you do not meet the
Required Opening Date for the Restaurant, the full Baskin-Robbins IFF amount will be due and payable
on the earlier of (i) the Restaurant’s Required Opening Date or (ii) the date the Restaurant’s franchise
agreement is signed.
b. Unless otherwise approved by us in writing, the Baskin-Robbins franchise term may not exceed the
franchise term of the Dunkin’ Donuts Restaurant. For example, if the Dunkin’ Donuts Restaurant has
fifteen (15) years of franchise term and no additional Dunkin’ Donuts term is purchased at the time the
Baskin-Robbins is added, then only fifteen (15) years of Baskin-Robbins franchise term may be
purchased.
c. For purposes of clarity, the Dunkin’ Donuts IFF, if any, will remain unchanged from the amount set forth
in the Contract Data Schedule of your Franchise Agreement.

2. 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

_______________

_______________

_______________

217
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, and/or DB REAL ESTATE ASSETS II LLC, 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’ Donuts/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
218
this Note. [In addition, at HOLDER’s sole discretion, HOLDER may file UCCs and Security Agreements
on the Restaurant(s). The UNDERSIGNED agrees to execute all necessary documents and pay all
cost associated with the Note and related filings, including but not limited to reasonable attorney’s fees
and filing fees.] 1

[The UNDERSIGNED, (also referred to as "Debtor") hereby grants to HOLDER (also referred to as the
"Secured Party"), to secure the payment and performance in full of all the Debtor's indebtedness owed
to Secured Party, a security interest in and so assigns, pledges, conveys to Secured Party the
properties, assets and rights of Debtor described on Schedule 1 attached hereto, wherever located,
whether now owned or hereafter acquired or arising, and all proceeds and products thereof (all of the
same being hereafter called the “Collateral”). At any time during the term of this Agreement or so long
as such indebtedness remains unpaid, Debtor authorizes the Secured Party to file financing statements
without the signature of Debtor to the fullest extent permitted by applicable law, and shall at its own
expense promptly and duly execute and deliver any and all such further financing statements, liens,
mortgages, instruments, endorsements, powers of attorney and other documents, make such filings,
provide such notices and take such further action as the Secured Party may reasonably deem desirable
or necessary in order to create, perfect, preserve and protect any security interest granted or purported
to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies
under this Note with respect to any or all of the Collateral, including, without limitation, the filing of any
financing statements, continuation statements, or amendments thereto, in a form acceptable to the
Secured Party, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens
and security interests granted under this Note. Debtor will (i) pay or reimburse the Secured Party for all
filing fees and related costs and expenses; (ii) provide the Secured Party from time to time with
statements and schedules further identifying and describing the Collateral and any other reports in
connection with the Collateral as the Secured Party may reasonably request; and (iii) reimburse the
Secured Party for performing or ordering all searches the Secured Party reasonably deems necessary
or desirable to establish and determine the existence or priority of its security interest and other
secured parties with respect to the Collateral.] 2

The HOLDER shall be under no duty to exercise any or all of the rights and remedies given by
this Note and no party to this instrument shall be discharged from his obligations or undertakings
hereunder: (1) should the HOLDER release or agree not to sue any person against whom the party
has, to the knowledge of the HOLDER, a right of recourse, or (2) should the HOLDER agree to
suspend the right to enforce this Note against such person or otherwise discharge such person, or (3)
should the HOLDER extend in whole or in part the time for payment of this Note. No forbearance or
indulgence shall operate as a waiver of any right or remedy of HOLDER or obligation of the
UNDERSIGNED unless HOLDER shall otherwise agree in writing. HOLDER shall be entitled to invoke
any remedy available to HOLDER under this Note or by law or in equity and enforce any covenant or
condition against the UNDERSIGNED despite said forbearance or indulgence.

The UNDERSIGNED may prepay this Note in whole or in part at any time without premium or
penalty. Any partial payments shall be applied first to accrued and unpaid interest and then to
payments due hereunder in inverse order. This Note is delivered, accepted and payable in the State of
____________________ and the parties hereto agree that it shall be governed by the laws of that
state.

The UNDERSIGNED hereby waive(s) demand, notice of default or non-payment, presentment,


stay of execution, appeal, or benefit of any statutory or common law debtor's exemptions, and
acknowledge(s) that this Note is given in connection with a commercial transaction and does not relate
to any consumer goods or consumer transaction.

The UNDERSIGNED agree not to disclose any information relating to this Note to any third
parties unless specifically required to do so by operation of law or after entering into a written
agreement permitting such disclosure. Notwithstanding the foregoing, the UNDERSIGNED shall be

1
Bracketed language applicable to unsecured notes only.
2
Bracketed language applicable to secured notes only.
219
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.

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

220
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’ Donuts 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.

221
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.

222
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’ Donuts/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.

223
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
th
installments in advance on the fifteenth (15 ) day of the month immediately before the month for which such
Fixed Rent is due (prorated for partial months).
st
(ii) When you execute this Sublease, you will pay us the first (1 ) 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

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due under this paragraph no later than thirty (30) days after the date of our notice (at our option, we may apply
any refund due to receivables that you owe us).

(iii) As soon as the Premises is substantially completed, we will notify you of the Actual Total Cost. You
will pay us: (a) ninety percent of the Estimated Total Cost on or before we deliver possession of the Premises
to you; and (b) the difference between the sum paid in Section 2.1(iii)(a) and the Actual Total Cost within ten
(10) days of your receipt of our demand for payment.

2.2 Percentage Rent:


(i) Beginning on the Fixed Rent Commencement Date you agree to pay us, for each Sublease Year, an
amount equal to the amount by which Gross Sales multiplied by the Percentage Rent Rate exceeds the
amount of Fixed Rent paid or payable during such Sublease Year. In anticipation of Percentage Rent payable
by you under the terms of this Paragraph 2.2, within fifteen (15) days of the close of each Sublease Month,
you will pay us Percentage Rent equal to the amount by which Gross Sales multiplied by the Percentage Rent
Rate exceeds the amount of Fixed Rent paid or payable during such Sublease Month.

(ii) You agree to provide to us, within fifty (50) days following each Sublease Year, a statement of Gross
Sales (certified by an independent public accountant who we find acceptable) for such Sublease Year. If
Gross Sales exceed amounts that you previously reported to us, you will pay all Percentage Rent then due at
the same time you furnish such statement. Once we receive the certified statement of Gross Sales, if Gross
Sales are less than amounts that you previously reported to us, we will refund to you any overpayment unless
you have outstanding obligations to us, in which case we reserve the right to apply any toward those
obligations. Our representatives will have the right to inspect your original books and records at reasonable
times and if our inspection shows that the Gross Sales you reported are less than the Gross Sales shown by
our inspection, you will immediately pay us the difference (based upon actual Gross Sales). We’ll pay for the
inspection unless (a) it results from your failure to prepare, deliver or preserve books or records as required by
this Sublease or (b) we discover that the Gross Sales that you reported are less than what we determined by
three percent (3%) (or more). If either (a) or (b) is true, then you will reimburse us for all expenses related to
our inspection as well as interest on any unpaid amounts. Such payments will be without prejudice to any
other remedies we may have under this Sublease or the Franchise Agreement, including the right to terminate
this Sublease, without opportunity to cure, in the case of intentional underreporting of Gross Sales.

(iii) You will keep all books and records that are required under the Franchise Agreement and as we may
from time to time require. You will keep these books and records for the Term of this Sublease plus three (3)
years. You also agree to keep such books and records that we are required to keep, as tenant, under the Prime
Lease (in the manner prescribed by the Prime Lease).

(iv) If the annual Percentage Rent that you pay to us is less than the annual percentage rent that we pay
to Prime Lessor, you agree to pay us the amount that is the difference between the two.

(v) In the event this Sublease is terminated or assigned with our consent prior to the end of any Sublease
Year, Fixed Rent and Percentage Rent shall be apportioned at the date of termination or assignment.

2.3 Additional Rent:


Beginning on the Fixed Rent Commencement Date, you agree to pay us each month one-twelfth of the
estimated yearly total of all charges and amounts that we pay under the Prime Lease, including, without
limitation, all Taxes, common area maintenance charges, merchants association dues, promotion fund fees
and advertising fees. At the end of each Sublease Year, if you overpaid, we will pay you the refund due you
and, if you underpaid, you will pay us any amounts due. If we determine that there is a deficiency in the
balance of the deposits we hold related to Additional Rent, you will pay us the amount of such deficiency.

2.4 Security Deposit:


If you default under this Sublease, we may apply the Security Deposit to the amount due to us. If the Security
Deposit has been depleted for any reason, you will replace the funds within ten (10) days of our request. The
Security Deposit can be commingled with our other funds, without liability for interest. If you comply with all of
the terms of this Sublease, the Security Deposit, less any amounts that you owe us, will be returned to you
after you vacate the Premises. Our application of the Security Deposit in no way limits any claims that we may
have against you.

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2.5 Method of Payment:
You will mail all payments to us at our Rent Payment Address or, at our option, by electronic fund transfer
(“EFT”). You will provide authorization and bank account data necessary to set up EFT.

Purpose and Use

3.1 You may use the Premises only for the operation of a Dunkin’ Donuts and/or Baskin-Robbins restaurant in
accordance with the terms and conditions of the Franchise Agreement.

Our Covenants

4.1 We control the Premises pursuant to the Prime Lease and have full legal right to enter into this Sublease;

4.2 We will, if required by the terms of this Sublease, substantially complete, or cause to be substantially
completed, the work at the Premises in accordance with our plans and specifications;

4.3 We will assign to you all warranties and guarantees that we obtain from our contractors, suppliers and others
(if any) used in the construction and development of the Premises; and

4.4 We will not disturb your possession and quiet enjoyment of the Premises as long as you are not in default.

Your Covenants

5.1 You agree to timely pay all sums due under this Sublease;

5.2 You agree to pay all Taxes pertaining to your property;

5.3 You agree, at your sole expense and before entering the Premises, to obtain and thereafter maintain
insurance policies protecting you and us and our directors and employees against any loss, liability or expense
whatsoever from (without limitation) fire, personal injury, theft, death, property damage or otherwise arising or
occurring upon or in connection with the Premises or by reason of your operation or occupancy of the
Premises. These policies must include comprehensive general liability insurance, including, but not limited to,
product and contractual liability coverage, with a single limit of $2,000,000.00 or such higher limit that we, in
our sole discretion, may from time to time require, for bodily injury and property damage combined, all risk
property damage insurance, including flood and earthquake protection, for the full replacement cost value of
the Premises, plate glass insurance and boiler insurance, if applicable, and such statutory insurance as may
be required in the state in which the Premises is located. All of these insurance policies will:

(i) be written in the names of you, us and any other party that we direct, as our respective interests may
appear;

(ii) be written by insurance companies acceptable to us;

(iii) contain provisions denying to the insurer acquisition by subrogation of rights of recovery against any
party named;

(iv) contain a provision that cancellation or alteration cannot be made without at least thirty (30) days’
written notice to every party named;

(v) not be limited in any way by reason of any insurance that we may maintain; and

(vi) contain a standard mortgage clause naming the holder of any mortgage, deed of trust or any other
security agreement as a named insured;

5.4 You agree to give us duplicate originals of all insurance policies, including renewal and replacement policies,
together with evidence that the premiums have been paid. If you fail to comply with this Section 5.4, we may
elect to obtain such insurance and keep the same in effect and, if we do, you will pay us, as Additional Rent
upon demand, the cost of the premiums for that insurance. You will also comply with any additional insurance
requirements set forth in the Prime Lease;

5.5 You agree to comply promptly with all applicable laws, rules, regulations, ordinances, requirements and orders
of public authorities, the Board of Fire Underwriters and similar organizations;

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5.6 You agree to indemnify and save us and any other party claiming an interest in the Premises harmless from
and against any and all injury, loss, claim or damage or liability to any person or property while on the
Premises;

5.7 You agree to put and maintain the Premises in good repair and first-class order and condition during the Term
of this Sublease. This obligation to put and maintain includes the land, building, signs, poles, parking lot,
walkways, landscaping, foundations, walls, roofs, roof covering, gutters, downspouts, glass, pipes, wires,
septic or sewer systems, grease traps, plumbing, utility systems, equipment (including heating, ventilation and
air conditioning), both interior and exterior, structural and non-structural, ordinary and extraordinary. This
obligation to put and maintain is yours regardless of how the necessity for such maintenance, repairs or
replacements shall occur. All of your obligations under this Section shall be at your sole cost and expense and
made in compliance with the Franchise Agreement and with all applicable laws, ordinances, governmental
rules and regulations and the requirements of any insurer of the Premises. You are also responsible for
making all repairs, replacements, alterations and/or capital improvements to the Premises as may be required
by any law, rule, regulation or order of any federal, state or municipal government having jurisdiction over the
Premises. We have no responsibility or liability for repairs, maintenance or replacements to the Premises.

5.8 You agree that you are solely responsible for compliance with the Americans with Disabilities Act (“ADA”) and
all other federal, state and local laws concerning accessibility for, and the civil rights of, persons with
disabilities with respect to the Premises and to the operation of your business at the Premises. We have no
responsibility or liability for removal of any barriers or for any other alterations to the Premises that may be
necessary to make the Premises accessible to and usable by persons with disabilities and you agree to
indemnify, defend and hold us harmless from and against any and all liability, claims, suits, actions, losses,
injury, damage, civil penalties, costs or expenses, including attorneys’ fees and costs, relating to or arising out
of any alleged violation of the ADA or any other federal, state or local laws concerning accessibility for, and the
civil rights of, persons with disabilities related to the Premises;

5.9 You agree to make no material alteration, addition, replacement or improvement in, on or to the Premises
(interior or exterior) without our prior written consent;

5.10 You agree to continuously use the Premises for the Permitted Use with the Premises fully stocked and staffed
so as to maximize the amount of Gross Sales;

5.11 You agree to give written notice of any default by us under the terms of this Sublease to any mortgagee or
assignee of any interest, or holder of any security interest, in any portion of this Sublease or the Premises. If
such default would allow you to cancel or terminate this Sublease, you agree to give written notice of any
intended cancellation or termination to any such mortgagee, assignee or holder and allow such mortgagee,
assignee, or holder thirty (30) days to cure the default or agree to perform all of the covenants of ours under
this Sublease, and in either event this Sublease will continue in full force and effect;

5.12 You agree at the expiration of the Term, to remove your personal property and to peaceably vacate the
Premises in as good repair and condition as the same are in at the Initial Term Commencement Date or may
be put in thereafter except for reasonable wear and use, and to comply with any provisions of the Prime Lease
regarding the condition in which the Premises must be surrendered at the expiration of the term of the Prime
Lease;

5.13 You agree, if you believe that the Premises needs repair or replacement of any kind, to exert any claim directly
against the contractor(s) who performed the work and not against us. If you make a claim(s) against the
contractor(s), we will cooperate with you and you agree to reimburse us for any expense that we incur in
cooperating with you. You also agree that we will not be liable or responsible in any manner whatsoever for
any delay(s) in the completion of the construction of the Premises, that we are not to be held responsible or
liable in any manner whatsoever for any latent construction or other defects in the Premises and that the Fixed
Rent, Percentage Rent and Additional Rent payable under this Sublease are not to be diminished or abated
related to the same.

5.14 You agree to promptly discharge or bond any obligations or liens arising from any construction, maintenance
or repair work performed by you, your contractors, subcontractors or agents;

5.15 You agree, upon our request, to execute, acknowledge and deliver appropriate recordable instruments giving
notice of this Sublease and the Initial Term Commencement Date and any other documents which may be
required to facilitate any financing of the Premises; and

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5.16 You agree that this Sublease is subordinate to any mortgage, deed of trust, sale, sale and leaseback, or any
other security arrangement or interest made with or given to any bank, insurance company, finance company,
other lender or purchaser covering the Premises. Subordination will not disturb your possession and quiet
enjoyment of the Premises as long as you are not in default under this Sublease. You designate us as your
agent to execute any document necessary to complete such subordination. In the event our interest in the
Premises is transferred to and owned by any other person (i) by reason of a foreclosure or other proceedings
brought in respect to any mortgage, deed of trust or security instrument affecting the Premises, (ii) by a deed
in lieu of foreclosure, or (iii) by any other manner, you agree to recognize such other person under all of the
terms, covenants and conditions of this Sublease and you agree that such other person shall not be liable for
any action or omission of any prior party, including us. For the benefit of any mortgagee that may hereafter
have an interest in the Premises, you agree that the Fixed Rent, Percentage Rent and Additional Rent that you
are required to pay under this Sublease will not be paid more than thirty (30) days in advance and that no
amendment of this Sublease or waiver or modification of the terms of this Sublease will become effective
without prior written consent of the mortgagee, provided that such consent is required under the indenture of
mortgage.

Assignment and Subletting

6.1 We may assign any interest in this Sublease at any time, provided it does not disturb your possession and
quiet enjoyment of the Premises. We have the right to assign our interest in the Prime Lease to you. If we
elect to assign our interest in the Prime Lease to you, you agree to execute and deliver an assignment and
assumption agreement by which you assume all of our remaining obligations under the Prime Lease.

6.2 You may not assign, transfer, mortgage or otherwise encumber this Sublease, or any interest in this Sublease,
or sublet or permit the Premises or any part of it to be used by others, without obtaining our prior written
consent in each instance. Any act or document that supposedly accomplishes any of the foregoing and that
does not have our prior written consent, is null and void. If we consent to assignment of this Sublease, you
agree to remain liable throughout the balance of the Term for the payment of Fixed Rent, Percentage Rent
and Additional Rent and for the performance of all terms, covenants and conditions of yours under this
Sublease.

6.3 If you are a corporation, the transfer of a majority of the issued and outstanding capital stock of such
corporation, or if you are a partnership, the transfer of a majority of the total interest in such partnership,
however accomplished, and whether in a single transaction or in a series of related or unrelated transactions,
is considered an assignment of this Sublease.

Fire and Casualty

7.1 If the Premises is damaged by fire or casualty, unless Prime Lessor is required to restore the Premises, you
will proceed in a commercially reasonable manner after receiving your insurance proceeds, to restore the
Premises to substantially the same condition as prior to the damage. You agree that, if the cost of the
restoration exceeds the amount of the insurance recovery, you will pay us for such additional cost prior to
restoration. There will be no abatement in Fixed Rent, Percentage Rent and/or Additional Rent while the
Premises is being restored. You shall keep in full force and effect adequate “Business Interruption Insurance”
insuring the operation of your business in the Premises against loss or damage by fire or casualty. If, during
the last three (3) years of the Term, the Premises is damaged by fire or casualty and such damage is more
than fifty percent (50%) of the full insurable value of the Premises, we may elect, by notice to you within sixty
(60) days of occurrence of the damage, not to restore the Premises and terminate this Sublease.

7.2 If the Prime Lessor elects to terminate the Prime Lease because the Premises or any building or shopping
center of which the Premises are a part is damaged by fire or casualty, this Sublease shall terminate on the
same date the Prime Lease is terminated.

Eminent Domain

8.1 If all or a part of the Premises is taken by eminent domain, you may terminate this Sublease if the taking is
such that you would be materially prevented from conducting your business as previously conducted. You
must make your election to terminate in writing to us within thirty (30) days of the taking. You assign to us all
of your right, title and interest in and to any condemnation award payable to you by the condemning authority
as damages for the complete or partial taking of the estate vested in you by this Sublease. All other damages
arising out of a complete or partial taking of the Premises that you sustain and to which you are legally entitled

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shall be paid to you. Your right to terminate this Sublease pursuant to this Section 8.1 is conditioned on our
having a like right to terminate the Prime Lease and any notice that you give to us informing us of your election
to terminate this Sublease must be given such that we have sufficient time to exercise our right to terminate
the Prime Lease. If Prime Lessor elects to terminate the Prime Lease due to any taking of the Premises, or
any part thereof, or a taking of any portion of the building, shopping center or land of which the Premises are a
part, then this Sublease shall terminate as of the date of termination of the Prime Lease.

Default and Remedies

9.1 If you become insolvent or make an assignment for the benefit of creditors, or if you file a petition in
bankruptcy, or such a petition is filed against and consented to by you, or is not dismissed within thirty (30)
days, or if you are adjudicated a bankrupt, or if a bill in equity or other proceeding for the appointment of a
receiver of you or other custodian for your business or assets is filed and consented to by you and is not
dismissed within thirty (30) days, or a receiver or other custodian is appointed, or if proceedings for
composition with creditors under any state or federal law should be instituted by or against you, or if your real
or personal property shall be sold after levy thereupon by any sheriff, marshal, or constable, we have the right
to immediately terminate this Sublease and all of your rights contained in this Sublease without any need for
notice to you.

9.2 If you do not make any payment required by this Sublease on the date such payment is due and that default is
not cured within ten (10) days of your receipt of written notice from us, then, in addition to all other remedies at
law or in equity, we may immediately terminate this Sublease. If we give you two (2) separate default notices
related to your nonpayment of Fixed Rent, Percentage Rent or Additional Rent in any Sublease Year, for the
remainder of the Term, we do not have to give you any further written notice of such default(s) before
terminating this Sublease. Termination of this Sublease shall become effective immediately upon the date you
receive our written notice of termination.

9.3 If you do not carry out any of your other obligations under this Sublease, or under any equipment agreement,
promissory note, conditional sales contract or other contract materially affecting the Premises and to which
you are a party or by which you are bound and such default is not cured within thirty (30) days after your
receipt of written notice from us, then, in addition to all other remedies at law or in equity, we may immediately
terminate this Sublease. If you shall default in any of your obligations hereunder other than rent, we may, after
expiration of the appropriate cure period, elect to cure the default at your expense. Any sums expended by us
to cure a default of you shall be deemed to be additional rent due and payable at the time of the next
scheduled rental payment under this Sublease, after written demand by us.

9.4 If you fail to timely make any required payments under this Sublease, you will pay us (i) interest on the unpaid
amounts at eighteen percent (18%) per year (or the highest rate allowed under applicable law, whichever is
less) in addition to the unpaid amounts, and (ii) all expenses that we incur, including reasonable attorneys' fees,
court costs and fees of agents and others that we may retain to enforce your obligations under this Sublease
whether or not a suit is commenced, and (iii) attorneys' fees and court costs that we incur in any litigation,
negotiation or transaction in which you cause us to be involved.

9.5 If we terminate this Sublease for a default under this Section 9, then (i) we may enter and repossess the
Premises and expel you and those claiming under you, without being guilty of trespass, and without prejudice
to any remedies that might otherwise be available for the event of default in question and (ii) you agree to
indemnify us against all loss or damage suffered by reason of the termination, including loss of rentals which
would have otherwise been payable under this Sublease for the balance of the Term had such termination not
occurred as well as all costs of reletting the Premises.

9.6 No right or remedy of ours under this Sublease is exclusive of any other right or remedy available to us under
this Sublease, at law or in equity. Each right or remedy is cumulative of every other right or remedy given
hereunder.

Security Interest

10.1 As security for your performance of all obligations under this Sublease, you grant us a lien on all of your
property now or later located on the Premises. If you abandon or vacate the Premises or any substantial part
of it or fail to timely cure any default, we may enter the Premises, by force if necessary, and take possession of
all or any part of your property, moveable or immovable, and may sell all or any part of such property at a
public or private sale (without notice if permitted by law) to the highest bidder for cash, and may convey and

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deliver, on your behalf, all of your title and interest in the property sold to the highest bidder. The proceeds of
that sale will be applied first toward the cost of the sale and then toward the payment of all sums that you owe
us.

10.2 To permit you to finance the purchase of equipment to be placed upon the Premises, we subordinate any and
all of our rights pursuant to the lien you grant to us in Section 10.1 to the lien granted by you to any third party
in connection with the original purchase of equipment, at the time such equipment is first placed upon the
Premises.

Hazardous Substances

11.1 You covenant and agree that you will not generate, store, handle or dispose of any Hazardous Substance in or
upon the Premises. If any substance used in your business is designated as a Hazardous Substance, you will
discontinue use of such substance(s) on the Premises or, if it is not practicable for you to discontinue such
use, continue use only in a manner consistent with all standards and regulations for the safe generation, use,
storage and disposal of such Hazardous Substance(s) promulgated by all governmental agencies having
jurisdiction. You agree to indemnify and hold us harmless from and against any and all demands, claims,
enforcement actions, costs and expenses, including reasonable attorney’s fees, arising out of a breach of this
Section 11 by you, your employees, agents and contractors.

Sublease Subject to Prime Lease

12.1 This Sublease is being granted by virtue of our rights under the Prime Lease, a copy of which is attached as
Exhibit A. This Sublease and all rights of the parties are subject and subordinate to the Prime Lease. Each
party to this Sublease agrees that it will not, by its act or omission, cause a default under the Prime Lease.
The parties agree that it is not practical in this Sublease to list all the rights and obligations of the parties under
the Prime Lease or to allocate those rights and obligations in this Sublease. The parties therefore agree as
follows:

(i) Except as otherwise specifically provided herein, you (a) will perform all of our affirmative covenants
and obligations under the Prime Lease at least five (5) days prior to the date on which our performance is
required under the Prime Lease, and (b) not perform any act prohibited of us by the negative covenants of the
Prime Lease;

(ii) We retain all benefits of ours, as tenant, under the Prime Lease unless we have expressly granted
them to you under this Sublease (by way of example, but not limitation, we retain any options to extend the
term of the Prime Lease, or to purchase the premises demised under the Prime Lease, and such options may
not be exercised by you under any circumstances);

(iii) We have no duty to perform any obligations of Prime Lessor under the Prime Lease and we have no
responsibility and are not liable to you for any default, failure or delay on the part of Prime Lessor in performing
or observing of any of its obligations under the Prime Lease. Unless we terminate the Prime Lease and are
released of all liability thereunder as a result, any such default by Prime Lessor will not affect this Sublease or
waive or defer your performance required by this Sublease. If, by the terms of the Prime Lease, Prime Lessor
has assumed any of your obligations hereunder, such assumption shall only operate to limit your obligations
as, when and to the extent that any such obligations are assumed and satisfied by Prime Lessor;

(iv) We have such rights and you have such obligations and are bound by any provision regarding
penalties or remedies available upon a breach or default under the Prime Lease that may be more extensive
than those in this Sublease. Where the provisions of the Prime Lease grant rights to Prime Lessor, such rights
are also rights of ours under this Sublease; and

(v) We make no representation as to Prime Lessor’s title to the Premises or right to lease the same or as
to the existence of any liens or encumbrances on the Premises, and we will not be liable if your possession is
affected, interrupted or terminated by reason of a defect in Prime Lessor’s title or by reason of any liens or
encumbrances.

Miscellaneous

13.1 All notices must be sent by (a) certified mail, return receipt requested, or (b) a nationally recognized overnight
courier (with tracking capability) to the notice addresses set forth in Sections 1.1 and 1.3.

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13.2 Our waiver of any covenant, condition or agreement in this Sublease is not a waiver of a further breach of the
same covenant, condition or agreement or of any other covenant, condition or agreement. Our consent or
approval to or of any act by you requiring our consent or approval will not be deemed to waive our consent or
approval to any subsequent similar act by you. If we receive any payment(s) required by this Sublease from
you knowing of your then-existing breach under this Sublease, our receipt of that payment(s) is not a waiver of
your breach.

13.3 Each party waives trial by jury in any action, proceeding or counterclaim arising out of or connected in any way
with this Sublease or your occupation of the Premises.

13.4 You, for yourself and on behalf of all parties claiming by, through or under you, waive all rights of redemption,
re-entry and/or repossession of the Premises under any present or future laws.

13.5 Except as expressly set forth in this Sublease, neither party will be liable to the other, or to any insurance
company (by way of subrogation or otherwise) insuring the other party, for any loss or damage to any building,
structure or other tangible property, or losses under worker’s compensation laws or benefits, even though such
loss or damage might have been caused by the negligence of such party, its agents or employees, provided
that such loss or damage is covered under any policy of insurance that the parties are required to maintain by
this Sublease.

13.6 No payment by you or receipt by us of an amount that is less than the full amount required by this Sublease
will be deemed to be other than on account of the earliest amount due, and no endorsement or statement on
any check or any letter accompanying any check or payment will be deemed an accord and satisfaction. We
may accept that check or payment without prejudice to our right to recover the balance due or to pursue any
other remedy available to us.

13.7 You warrant that this Sublease is subject to the Franchise Agreement remaining in full force and effect. If the
Franchise Agreement is terminated for any reason, you agree that we have the right to terminate this Sublease
immediately.

13.8 Our representatives have the right to inspect the Premises at all times without prior notice to you.

13.9 All covenants, agreements, conditions and undertakings contained in this Sublease extend to and are binding
on the legal representatives, successors and assigns of both parties.

13.10 Notwithstanding anything to the contrary contained in this Sublease, this Sublease is void if we cannot obtain
the necessary permits, licenses and approvals from all public authorities for construction and development of
the Premises in accordance with the plot plan and plans and specifications developed for the Premises. In
such event, any money that you have deposited with us will be immediately returned to you and the parties
shall be relieved of all their obligations under this Sublease.

13.11 This Sublease is not binding on us until it is executed by an authorized officer of ours.

13.12 Nothing in this Sublease makes us in any way a partner or joint venturer with you in the operation of the
Premises or subjects us to any obligations, losses, charges or expenses in connection with or arising from the
operation of the Premises.

13.13 Waiver of Right to Repair, Terminate or Redeem. If the Premises is located in the State of California, you agree
to waive:

(i) The provisions of California Civil Code Sections 1941 and 1942, which govern our obligations related to
whether the Premises is tenantable and your rights to make repairs at our expense; and

(ii) The provisions of California Civil Code Sections 1932(2) and 1933(4) with respect to the destruction of
the Premises and California Code of Civil Procedure Section 1265.130, which would permit either party to
petition the superior court to terminate this Sublease if there is a partial taking of the Premises; and

(iii) Any right of redemption or reinstatement that you may have under any present or future case law or
statutory provision (including Code of Civil Procedure Sections 473 and 1179 and Civil Code Section 3275) in the
event you are dispossessed from the Premises for any reason.

231
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.

(The remainder of this page is intentionally left blank.)

232
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

233
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

234
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]

235
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.

236
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

237
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' DONUTS 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' DONUTS Restaurant and Franchisor’s grant of
a franchise to Owner. It is intended to provide Franchisor with the opportunity to preserve the Premises as a
Franchisor branded store, should the Franchise Agreement be terminated.

NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS HEREIN


CONTAINED, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, IT IS AGREED AS
FOLLOWS:

1. GRANT OF OPTION: As an essential condition of the approval of the Premises for


development as a [DELETE INAPPLICABLE BRAND] BASKIN ROBBINS and DUNKIN' DONUTS
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' DONUTS Restaurant in the event the Franchise Agreement(s) should be terminated. Accordingly,
Owner hereby grants to Franchisor, or its designatred real estate affilate, an option, exercisable as hereinafter set
forth in this Agreement, to enter into a lease for the Premises upon the same terms and conditions as are contained
in the agreement attached hereto as Exhibit "A". Owner represents and warrants to Franchisor that Owner holds
fee simple title to the Premises.

2. TERMINATION OF FRANCHISE AGREEMENT: If the Franchise Agreement(s) between


Franchisor and Owner is terminated for any reason during the term or any extension thereof, Franchisor shall have
a period of thirty (30) days after Owner receives from Franchisor written notice of termination of the Franchise
Agreement(s), in which to elect to enter into a new lease with Owner containing the same terms and conditions as
the lease attached hereto as Exhibit "A" (the "Lease"). Within five (5) days after Owner's receipt of written notice
from Franchisor advising Owner that Franchisor or one of its subsidiaries elects to enter into the Lease, Owner
shall execute, acknowledge, and deliver such Lease to Franchisor and, upon its acceptance and execution by
Franchisor, Owner shall deliver possession of the Premises to Franchisor, free and clear of any and all rights of
any tenant and/or third parties whatsoever.

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,

238
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'
DONUTS 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-

239
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: ________________________________

240
EXHIBIT “A”

PC

LEASE OF BASKIN-ROBBINS/DUNKIN’DONUTS 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’ Donuts 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' Donuts 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’ Donuts 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

241
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:

242
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' Donuts 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' Donuts 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

243
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’ Donuts 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.

244
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

245
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’ Donuts 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’ Donuts 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

246
be released from all liability as Tenant under the Lease, from and after the date of assignment thereof, without any
need of a written acknowledgment by Landlord of such release.

12.2 No successor of Tenant shall have the rights set forth in paragraphs 12.0 or 12.1 above. Such
successor tenant shall, however, have the right (i) to assign this Lease back to Tenant without the consent of
Landlord, or (ii) to assign this Lease to a [DELETE INAPPLICABLE BRAND] Baskin-Robbins and Dunkin’
Donuts 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' Donuts
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' Donuts Restaurant and other improvements

247
to the Premises provided by Tenant. Landlord hereby represents to Tenant that, as of the date Landlord signs this
Lease, Landlord has no knowledge of any proposed condemnation of any part of the Premises, which has not been
disclosed in writing to Tenant. Landlord further agrees to promptly notify Tenant of any proposed condemnation
of the Premises, whether total or partial, temporary or permanent, of which Landlord becomes aware during the
term of the Lease.

15.1 If Tenant shall not so elect to terminate, then, in the case of such taking rendering the Premises unfit
for use and occupation, the Annual Rental shall be abated until the Premises or what may remain thereof have
been put by Tenant with reasonable diligence in the proper condition for use and occupation by Tenant. When
Tenant shall resume occupation thereunder as tenant, there shall be a permanent reduction of the Annual Rental
according to the nature and extent of the deprivation of Tenant of the property as previously constituted.

PROVISIONS OF DEFAULT

16.0 If Landlord defaults in any of its covenants herein contained and within a period of thirty (30) days
after written notice specifying such default to Landlord, Landlord has not cured any default(s) so specified, or if
the same cannot reasonably be cured within said period, has not begun to cure such default and shall not thereafter
with reasonable diligence and in good faith proceed to remedy or cure such default(s), Tenant may, at its option,
avail itself of any of the remedies contained in this Lease, terminate this Lease and/or any other remedies
available in equity and at law.

16.1 If Tenant defaults in any payment of rental required by this Lease and such default continues for ten
(10) days after written notice thereof to Tenant or if Tenant defaults in any of its other covenants herein contained
and within a period of thirty (30) days after written notice to Tenant specifying such default, Tenant has not cured
any default(s) so specified, or if the same cannot reasonably be cured within said period, has not begun to cure
such default and shall not thereafter with reasonable diligence and in good faith proceed to remedy or cure such
default(s), Landlord may, at its option, terminate this Lease and Tenant will thereupon surrender the Premises to
Landlord after removing its property as set forth in paragraph 10.8 above. In the event of such termination,
Tenant shall remain responsible for the payment of rental installments accrued and unpaid to the date of such
termination and for the payment of rental installments for an additional period of three (3) years thereafter.

PROPRIETARY INTERESTS

17.0 The use on the Premises by Tenant of any trademark, service mark or other proprietary mark or
symbol shall not create in Landlord any rights to the use thereof. Landlord agrees that if, for any reason, this
Lease is terminated, Landlord will promptly remove all features of the improvements upon the Premises which
are distinctive of Tenant's business, trademarks and other proprietary marks or symbols.

WAIVERS

18.0 One or more waivers of any covenant, condition, right or agreement herein contained shall not be
construed as a waiver of a further breach of the same covenant, condition, right or agreement or of any other
covenant, condition, right or agreement and the consent or approval by Landlord to or of any act by Tenant
requiring Landlord's consent or approval shall not be deemed to waive or render unnecessary Landlord's consent
or approval to any subsequent similar act by Tenant.

REAL ESTATE BROKERAGE COMMISSION

19.0 Landlord and Tenant each represent that they have dealt with no broker with respect to this Lease
and each party (as "indemnitor") agrees to hold the other party harmless from all claims from brokers who may
claim to have represented such indemnitor in this transaction.

248
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: ________________________________

249
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

________

________

250
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

________

________

251
This is a copy of Franchisor’s standard Option to Assume Lease.
When Franchisee leases directly from a third party landlord, another form of this agreement may be used, which contains similar
provisions.

Option to Assume Lease (PC # _______________)

1. If ________________________________ (“Tenant”) defaults under the Lease dated


_______________, 20__ (“Lease”) by and between __________________________ (“Landlord”)
and Tenant for the premises located at _____________________________________________
(“Premises”), or if _____________________________________________ (“Subtenant”) defaults
under the Sublease dated _______________ (“Sublease”) for the Premises by and between
Subtenant and Tenant, or if Dunkin’ Donuts Franchising LLC or Baskin-Robbins Franchising LLC
(“Franchisor”) terminates Subtenant’s franchise agreement covering the Premises, Landlord,
Tenant and Subtenant acknowledge and agree that Franchisor will have the option to assume the
Lease (if a Tenant default) or the Sublease (if a Subtenant default or a termination of the franchise
agreement) pursuant to the terms of this Option which supplements and forms a part of the Lease
and the Sublease.

2. Landlord agrees to give Franchisor written notice specifying all default(s) of Tenant under
the Lease and Tenant agrees to give Franchisor written notice specifying all default(s) of
Subtenant under the Sublease. Franchisor agrees to give written notice to Landlord and Tenant if
Franchisor terminates Subtenant’s franchise agreement and, in such notice, will request that
Tenant provide Franchisor with a copy of the Sublease and specify any of Subtenant’s defaults
thereunder. All notices will be by nationally recognized overnight courier (with tracking capability).

3. Franchisor may, within 30 days from (i) receipt of notice from Landlord that Tenant has
defaulted under the Lease and failed to cure such default(s) as required or permitted by the terms
of the Lease; (ii) receipt of notice from Tenant that Subtenant has defaulted under the Sublease
and failed to cure such defaults(s) as required or permitted by the terms of the Sublease; or (iii)
sending of notice to Landlord and Tenant that Franchisor has terminated the franchise agreement
covering the Premises, notify Landlord or Tenant of Franchisor’s decision to assume the Lease or
Sublease, as the case may be. If Franchisor exercises its right to assume the Lease or the
Sublease, immediately upon Franchisor’s receipt of possession of the Premises, Franchisor will
cure all of Tenant’s monetary defaults under the Lease or the Sublease, as the case may be, begin
curing all of Tenant’s non-monetary defaults under the Lease or the Sublease, as the case may be,
and execute an agreement pursuant to which Franchisor agrees to assume all of Tenant's rights
and obligations under the Lease or the Sublease, as the case may be, subject to: (i) Franchisor’s
right, without obtaining Landlord’s or Tenant’s consent, to sublet the Premises or assign the Lease
or Sublease, as the case may be, to an approved franchisee of Franchisor provided Franchisor
remains liable for the payment of rent and the performance of Tenant’s or Subtenant’s duties
thereunder; (ii) Franchisor not being subject to any provision of the Lease or Sublease that
requires Tenant or Subtenant to continuously operate a business in the Premises during any
period that the Premises is closed for remodeling or while Franchisor is seeking to obtain and train
a new franchisee, provided however, that such period of closure will not exceed 90 days in each
instance, and provided further that Franchisor continues to pay rent during the period of such
closure pursuant to the terms of the Lease or Sublease, as the case may be; and (iii) Franchisor’s
right, if it subleases the Premises to a franchisee as provided above, to retain all consideration
payable under such sublease.

USE ONLY IF FRANCHISEE SUBLEASE INCLUDES ABOVE FMV RENTS (MUST RECEIVE
DM APPROVAL FOR USE) DELETE IF NOT APPLICABLE.

[Notwithstanding anything to the contrary contained herein, if Subtenant defaults under the
Sublease and/or Franchisor terminates the franchise agreement, Franchisor may elect, in its sole
252
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

253
04 2018 Exhibit F-1

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.

254
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 copy
of 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’ Donuts or Dunkin’ Donuts-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 the inclusion of any such provision. Any submission to us of a Contract for Sale with any such obligation
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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’ Donuts 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’ Donuts 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 the Contract for Sale, then Seller shall attach a copy of the Conditional Real Estate Approval Letter
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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 Retail Technology Program (“FLIP”) Agreement. For each Dunkin’ Donuts Restaurant that is enrolled in the FLIP
Program and is to be transferred pursuant to the Contract for Sale, Seller acknowledges that as of the date of transfer of
such Restaurant(s), Seller will no longer be eligible to receive incentive payments for the FLIP Program. Buyer
acknowledges that Buyer may need to sign a new FLIP Agreement, and will need to qualify with respect to the FLIP
Program Terms & Conditions, to be eligible to receive future incentive payments under the FLIP Program.

2.3.2 Participation Agreement. For each Dunkin’ Donuts 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
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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.

(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
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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
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’ Donuts or Baskin-Robbins, and
Seller shall not reserve any security interest in the tradenames, trademarks or other proprietary marks or rights of Dunkin’
Donuts 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,
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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 credit card transactions through the date that the Buyer’s account is established.

2.14. Dunkin' Donuts Only. The proposed transfer will be rejected if, as a result of the transfer, Buyer would not have a
source of supply for Dunkin’ Donuts 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
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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
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’ Donuts 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’ Donuts 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’ Donuts 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’ Donuts 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’ Donuts or Baskin-Robbins franchise, each such
261
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’
Donuts 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 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’ Donuts 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’ Donuts 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
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(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)
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’ Donuts 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
263
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.

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' Donuts" 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.

4.8 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.

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The undersigned Seller and Buyer acknowledge receipt of this Rider and hereby represent to FRANCHISOR that the
information provided in this Rider and the attached Seller’s Addendum and Buyer’s Addendum, and the Exhibits
attached with the Rider or required to be delivered within the timeframe specified in this Rider, are all true, accurate
and complete. Seller and Buyer agree to the terms and conditions set forth in this Rider, and acknowledge that
FRANCHISOR will rely on the information provided in or pursuant to this Rider (and any other information we
require you to complete) in evaluating the proposed transfer and evaluating Buyer’s application for approval as our
franchisee.

[SIGNATURES ON THE FOLLOWING PAGE]

265
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 Print
Name/Title: Name/Title:

Dated: Dated:

(Insert entity name): (Insert entity name):

Authorized Signature Authorized Signature

Print Print
Name/Title: 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
Individually
Dated:
Dated:

Signature: Signature:

Print Name: Print Name:


Individually
Dated: Individually
Dated:

266
Buyer acknowledges that we will rely on the information provided by Buyer in considering the proposed transfer and that if,
after the transfer, we determine that Buyer failed to fully and truthfully disclose material information to us, we may seek to
terminate Buyer’s franchise agreements.
All Required Signatories of Buyer Entity(ies) must sign below.
Authorized Signatories of Buyer Entities:
(Insert entity name): (Insert entity name):

Authorized Signature Authorized Signature

Print Print
Name/Title: Name/Title:

Dated: Dated:

( Insert entity name): (Insert entity name):

Authorized Signature Authorized Signature

Print Print
Name/Title: Name/Title:

Dated: Dated:

All shareholders, members and/or partners with a direct or indirect interest in Buyer Entity(ies) must sign individually
below).

Signature: Signature:

Print Name: Print Name:


Individually Individually
Dated: Dated:

Signature: Signature:

Print Name: Print Name:


Individually Individually
Dated: Dated:

267
SECTION V

EXHIBIT CHECKLIST

Please refer to the Rider for additional information regarding the exhibits below.
SELLER’S EXHIBITS (Seller should check each applicable box):

Seller’s Exhibit 1: The existing lease for each Restaurant proposed to be transferred including any assignment,
amendment, Rider, addenda, extensions or other modifications. This must be submitted simultaneously with the
Rider. [See Section 1.2 and 2.4(B)(i)]
Seller’s Exhibit 2: The franchise agreement for each Restaurant proposed to be transferred. This must be
submitted simultaneously with the Rider, if applicable.
[See Section 2.3]
Seller’s Exhibit 3: Invitation to Comment received by Seller, if applicable or a Conditional Real Estate Approval
Letter received by Seller, if applicable. This must be simultaneously submitted with the Rider.
[See Section 2.3(B)]
Seller’s Exhibit 4: Any writing signed by FRANCHISOR relating to additional franchise term beyond the current
expiration date for a Restaurant. This must be submitted simultaneously with the Rider.
[See Section 2.3(C)]

BUYER:

Buyer must either complete the Buyer’s Exhibits and submit them to the Seller for formal submission to us, or for reasons of
confidentiality, Buyer may submit directly to us, within the timeframe specified in this Rider, those of the Buyer’s Exhibits that
are not required to be submitted simultaneously with this Rider.
As noted in this Rider, with respect to Buyer’s Exhibits 3, 4, 5, 6 and 8, each individual, shareholder, member or partner who
currently DOES NOT have a direct or indirect interest in a Dunkin’ Donuts or Baskin-Robbins franchise must submit,
electronically via DocuSign, those Exhibits and attach any documents related to those Exhibits, within seven (7) days from
submission of this Rider.

[CONTINUED ON THE NEXT PAGE]

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To Be Submitted by Buyer (Buyer should check the applicable box):
The Buyer must submit all of these items and materials to us:
Buyer’s Exhibit 1. If applicable, a copy of a proposed lease, lease amendment or letter of
See attached Exhibit 1 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].

Not Applicable Please check not applicable if (there are no proposed lease, lease amendments or LOIs between
Buyer and a landlord

See attached Exhibit 2 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)]
Exhibit 2 will be
submitted within 7 days
of submitting the Rider
to Contract for Sale

Not Applicable
Please check “Not Applicable” only if none of the shareholders, members or partners of Buyer
previously signed a Passive Partner Letter with regard to a Dunkin’ Donuts or Baskin-Robbins
franchise.
See attached Exhibit 3 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.

Exhibit 3 will be For each individual, shareholder, member or partner who currently DOES have a direct or indirect
submitted within 7 days interest in a Dunkin’ Donuts or Baskin-Robbins franchise, the FDD Receipt(s) must be attached to the
of submitting the Rider Rider when it is submitted to us, or be submitted to us separately within seven (7) days of the
to Contract for Sale 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
Exhibit 4 will be photocopies of the last three (3) months of complete bank and investment (brokerage, 401K, etc.)
submitted within 7 days statements for each individual, shareholder, member or partner of the Buyer.
of submitting the Rider
to Contract for Sale For each individual, shareholder, member or partner who currently DOES have a direct or indirect
interest in a Dunkin’ Donuts or Baskin-Robbins franchise the Financial Worksheet and proof of assets
must be attached to the Rider when it is submitted to us, or be submitted to us separately within seven
(7) days of the submission of this Rider.

For each individual, shareholder, member or partner who currently DOES NOT have a direct or indirect
interest in a Dunkin’ Donuts or Baskin-Robbins franchise, the Exhibit must be submitted via DocuSign
within seven (7) days of submission of the Rider. [See Section 4.2(E)]
See attached Exhibit 5 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
Exhibit 5 will be immediately preceding three (3) years, and is purchasing more than 1 restaurant)*, this Exhibit must be
submitted within 7 days
attached to the Rider when it is submitted to us, or submitted to us separately within seven (7) days of
of submitting the Rider
to Contract for Sale the submission of this Rider.
For each individual, shareholder, member or partner who currently DOES NOT have a direct or indirect
interest in a Dunkin’ Donuts or Baskin-Robbins franchise, the Exhibit must be submitted via DocuSign
within seven (7) days of submission of the Rider. [See Section 4.2(E)]
*To inquire when you were last qualified, please email franchiseadmin@dunkinbrands.com.

269
The Buyer must submit all of these items and materials to us:
Exhibit 6 will be Buyer’s Exhibit 6. Each individual, shareholder, member or partner of Buyer who currently DOES NOT
submitted within 7 have a direct or indirect interest in a Dunkin’ Donuts or Baskin-Robbins franchise must provide to us a
days of submitting the copy of one of the following in order to prove citizenship or permanent resident status (as applicable):
Rider to Contract for
The individual’s Birth Certificate; The individual’s Permanent Resident Card / Alien Registration Card;
Sale
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 (7) days of submission of the Rider. [See
Section 4.2(E)]
See attached Exhibit 7 Buyer’s Exhibit 7. Buyer or Buyer’s accountant must complete and provide to us the Buyer’s Break-
Even Point Analysis. Our blank template can also be found on Franchisee Portal.
This must be attached to the Rider when the Rider is submitted to us. [See Section 4.2(E)]

See attached Exhibit 8 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
Exhibit 8 will be immediately preceding three (3) years, and is purchasing more than 1 restaurant)*, this Exhibit must be
submitted within 7
attached to the Rider when it is submitted to us, or submitted to us separately within seven (7) days of
days of submitting the
Rider to Contract for the submission of this Rider.
Sale For each individual, shareholder, member or partner who currently DOES NOT have a direct or indirect
interest in a Dunkin’ Donuts or Baskin-Robbins franchise, this Exhibit must be submitted via DocuSign
within seven (7) days of submission of the Rider. [See Section 4.2(E)]
*To inquire when you were last qualified, please email franchiseadmin@dunkinbrands.com.
See attached Exhibit 9 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).

Exhibit 9 will be This Exhibit must be attached to the Rider when submitted to us, or provided to us separately within
submitted within 7 seven (7) days of the submission of this Rider. [See Section 4.2(E)].
days of submitting the
Rider to Contract for Note: Existing franchisee Buyers may be required to submit a Business or Market Plan during the
Sale review process for certain transactions. If required, this Exhibit must be attached to the Rider when
submitted to us, or provided to us separately within seven (7) days of the submission of this Rider.

See attached Exhibit 10 Buyer’s Exhibit 10. Buyer must submit copies of the corporation, limited liability or general partnership
documents to us.

Exhibit 10 will be This Exhibit must be attached to the Rider when submitted to us, or submitted to us within ten (10)
submitted within 10 days of our written conditional approval of the transfer. [See Section 4.3]
days of your written
conditional approval of
the transfer.

270
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)
CHECK BRAND(S) FOR
1. PC NUMBER RESTAURANT CITY and STATE
EACH RESTAURANT
DD BR
Type of Product Supplying PC is: Seller’s Full Producer (FP)
Restaurant PC# receiving Central Manufacturing Location (CML)
product from (if DD) Just Baked on Demand (JBOD)
FRANCHISEE ENTITY NAME:
# Shares (Corp)
or Title(s)
Stakeholder Name Email Address % of Interest (LLC)

Purchased
Seller’s Original Purchase Price:
Developed
CHECK BRAND(S) FOR
2. PC NUMBER RESTAURANT CITY and STATE
EACH RESTAURANT
DD BR
Type of Product Supplying PC is: Seller’s Full Producer (FP)
Restaurant PC# receiving Central Manufacturing Location (CML)
product from (if DD) Just Baked on Demand (JBOD)
FRANCHISEE ENTITY NAME:
# Shares (Corp)
or
Stakeholder Name Email Address % of Interest (LLC) Title(s)

Purchased
Seller’s Original Purchase Price:
Developed

271
3. PC NUMBER RESTAURANT CITY and STATE CHECK BRAND(S) FOR
EACH RESTAURANT
DD BR
Type of Product Supplying PC is: Seller’s Full Producer (FP)
Restaurant PC# receiving Central Manufacturing Location (CML)
product from (if DD) Just Baked on Demand (JBOD)
FRANCHISEE ENTITY NAME:
# Shares (Corp)
or
Title(s)
Stakeholder Name Email Address % of Interest (LLC)

Seller’s Original Purchase Price: Purchased


Developed
4. PC NUMBER RESTAURANT CITY and STATE CHECK BRAND(S) FOR
EACH RESTAURANT

DD BR
Type of Product Supplying PC is: Seller’s Full Producer (FP)
Restaurant PC# receiving Central Manufacturing Location (CML)
product from (if DD) Just Baked on Demand (JBOD)

FRANCHISEE ENTITY NAME:


# Shares (Corp)
or
Title(s)
Stakeholder Name Email Address % of Interest (LLC)

Seller’s Original Purchase Price: Purchased


Developed
6.3. LEASE INFORMATION
Lease with Current Term Expiration
Lease with Franchisor (or our
1. PC Number Third Party Date Renewal Options
subsidiaries)
Landlord

Landlord Name:
If Third Party: Landlord Address:
Landlord Phone:
Lease with
Lease with Franchisor (or our Current Term Expiration
2. PC Number Third Party Renewal Options
subsidiaries) Date
Landlord

Landlord Name:
If Third Party: Landlord Address:
Landlord Phone:

272
Lease with
Lease with Franchisor (or our Current Term Expiration
3. PC Number Third Party Renewal Options
subsidiaries) Landlord Date

Landlord Name:
If Third Party: Landlord Address:

Landlord Phone:
Lease with
Lease with Franchisor (or our Current Term Expiration
4. PC Number Third Party Renewal Options
subsidiaries) Landlord Date

Landlord Name:
If Third Party: Landlord Address:

Landlord Phone:

273
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.
Interest
Terms of Loan: Number of Years:
Rate:
2.
Interest
Terms of Loan: Number of Years:
Rate:
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 Type of Product Supplying PC is: Buyer’s Full Producer (FP)
Central Manufacturing Location (CML)
receive product from (if DD) 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)
Last 4 # Shares (Corp)
New or Existing Digits or
Franchisee? Stakeholder Name SS # Email Address % of Interest (LLC) Title(s)
New
Existing
New
Existing
New
Existing
New
Existing

274
2. PC NUMBER FRANCHISE ENTITY NAME Federal Tax ID #

Type of Product Supplying PC is: Buyer’s Full Producer (FP)


Restaurant PC# you will Central Manufacturing Location (CML)
receive product from (if DD) 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)
Last 4 # Shares (Corp)
New or Existing Digits or Title(s)
Franchisee? Stakeholder Name SS # Email Address % of Interest (LLC)
New
Existing
New
Existing
New
Existing
New
Existing
3. PC NUMBER FRANCHISE ENTITY NAME Federal Tax ID #

Type of Product Supplying PC is: Buyer’s Full Producer (FP)


Restaurant PC# you will Central Manufacturing Location (CML)
receive product from (if DD) Just Baked on Demand (JBOD)

LIST BELOW ALL INDIVIDUALS, SHAREHOLDERS, MEMBERS, PARTNERS, WHO HAVE A DIRECT OR INDIRECT OWNERSHIP INTEREST
FOR THE ABOVE ENTITY, AS WELL AS ANY OFFICERS (FOR CORPORATIONS) OR MANAGERS (FOR LLCs)
Last 4 # Shares (Corp)
New or Existing Digits or
Franchisee? Stakeholder Name SS # Email Address % of Interest (LLC) Title(s)
New
Existing
New
Existing
New
Existing
New
Existing
4. PC NUMBER FRANCHISE ENTITY NAME Federal Tax ID #

Type of Product Supplying PC is: Buyer’s Full Producer (FP)


Restaurant PC# you will Central Manufacturing Location (CML)
receive product from (if DD) Just Baked on Demand (JBOD)

LIST BELOW ALL INDIVIDUALS, SHAREHOLDERS, MEMBERS, PARTNERS WHO HAVE A DIRECT OR INDIRECT OWNERSHIP INTEREST
FOR THE ABOVE ENTITY, AS WELL AS ANY OFFICERS (FOR CORPORATIONS) OR MANAGERS (FOR LLCs)
Last 4 # Shares (Corp)
New or Existing Digits or
Franchisee? Stakeholder Name SS # Email Address % of Interest (LLC) Title(s)
New
Existing
New
Existing
New
Existing
New
Existing

275
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))

276
Transfer Agreement – Assets 04-2018 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 Location of Restaurant Brand(s) Date of Expiration


Agreement

277
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 Location of Restaurant Brand(s) Date of Expiration


Agreement

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

278
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 Location of Restaurant


[Sublease/Lease]

279
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

280
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).

281
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: _________________________________________________________________

282
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

283
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 which the creditor does not
know or suspect to exist in his favor at the time of executing the release, which, if known by him, must
have materially affected his settlement with the debtor.”

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
(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.

284
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]

_________________________________________ By:_____________________________________________
, Secretary ,<Manager , President or Individual >

_________________________________________ ________________________________________________
Witness , Individually

Print Name: _______________________________

_________________________________________ ________________________________________________
Witness , Individually

Print Name: _______________________________

BUYER

ATTEST: <Buyer’s Party Name>]

_________________________________________ By:_____________________________________________
, Secretary <> Manager , President or Individual
OR
_________________________________________ ________________________________________________
Witness , Individually

Print Name: _______________________________

FRANCHISOR/LESSOR

285
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

286
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

287
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 , Individually

Print Name: _______________________________

__________________________________________ _______________________________________________
Witness , Individually

Print Name: _______________________________

__________________________________________ _______________________________________________
Witness , Individually

Print Name: _______________________________

__________________________________________ _______________________________________________
Witness , Individually

Print Name: _______________________________

288
Exhibit 1.2

CERTIFICATION OF AGREEMENT

By signing below, you acknowledge that you received our Franchise Disclosure Document (“FDD”) and have had
the opportunity to review it and obtain the advice of an attorney. Your answers to the questions below will
provide us with an opportunity to correct any possible misunderstandings prior to entering into the attached
agreement with you (“Agreement”). Therefore, your certification is important and we will act in reliance upon
your answers below in signing the Agreement.

Other than what is written in the Agreement or FDD, describe below any information provided by any employee
or agent of our company that has influenced your decision to sign the Agreement.

If the answer is “none,” please write “NONE” below.

Other than the historical information that is provided in Items 7 or 19 (including the Notes sections) of our FDD,
describe below any information provided by any employee or agent of our company about your future financial
performance, including sales, costs or profits, that has influenced your decision to sign the Agreement.

If the answer is “none,” please write “NONE” below.

If you do not complete and sign this page, we will not counter-sign the Agreement (or, if that has already taken
place, we have the right to void the Agreement).
I certify that the above information is true, as of the same date as that on which the Agreement was signed.

FRANCHISEE:

Witness/Attest: ____________________________________

___________________________________ By:____________________________________

__________________________ __________ _______________________________________


Witness , individually
Print Name: _____

__________________________________ _______________________________________
Witness , individually
Print Name: _____

___________________________________ _______________________________________
Witness , individually
Print Name: _____

289
Transfer Agreement - Stock 4-2018 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 Location of Restaurant Brand(s) Franchisee Entity


Agreement

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

290
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 Location of Restaurant Brand(s) Franchisee Entity


Agreement

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

291
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

292
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

293
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.

294
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

295
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 which the creditor does not
know or suspect to exist in his favor at the time of executing the release, which, if known by him, must
have materially affected his settlement with the debtor.”

296
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.

297
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:______________________________

298
(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

299
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.

300
Exhibit 1.0

PERSONAL GUARANTEE BY SHAREHOLDERS OR MEMBERS

The undersigned represent and warrant that they hold a direct or an indirect interest in ___________________
(“Franchisee”) organized under the laws of the State/Province of ________________ .

Waiving demand and notice, hereby, jointly and severally, we unconditionally guarantee the full payment and
performance of all of the corporation's or limited liability company’s duties and obligations under the
and personally agree that said shall be binding on each of us personally, as if
each of us were the .
The undersigned, jointly and severally, agree that the may, without notice to or consent of the
undersigned, (a) extend, in whole or in part, the time for payment or performance of any of the corporation's
obligations under the ; (b) modify, with the consent of the corporation, its money or other
obligations hereunder; or (c) settle, waive or compromise any claim of against the
or any of the undersigned, all without in any way affecting the personal guarantee of the
undersigned.

PC# Name of Corporation/LLC State of Organization

<all Shareholders/Members>

_________________________________________ _______________________________________________
Witness , Individually

Print Name: _______________________________

_________________________________________ _______________________________________________
Witness , Individually

Print Name: _______________________________

_________________________________________ _______________________________________________
Witness , Individually

Print Name: _______________________________

_________________________________________ _______________________________________________
Witness , Individually

Print Name: _____________________________


Exhibit 1.1

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CERTIFICATION OF AGREEMENT

By signing below, you acknowledge that you received our Franchise Disclosure Document (“FDD”) and have had
the opportunity to review it and obtain the advice of an attorney. Your answers to the questions below will
provide us with an opportunity to correct any possible misunderstandings prior to entering into the attached
agreement with you (“Agreement”). Therefore, your certification is important and we will act in reliance upon
your answers below in signing the Agreement.

Other than what is written in the Agreement or FDD, describe below any information provided by any employee
or agent of our company that has influenced your decision to sign the Agreement.

If the answer is “none,” please write “NONE” below.

Other than the historical information that is provided in Items 7 or 19 (including the Notes sections) of our FDD,
describe below any information provided by any employee or agent of our company about your future financial
performance, including sales, costs or profits, that has influenced your decision to sign the Agreement.

If the answer is “none,” please write “NONE” below.

If you do not complete and sign this page, we will not counter-sign the Agreement (or, if that has already taken
place, we have the right to void the Agreement).
I certify that the above information is true, as of the same date as that on which the Agreement was signed.

FRANCHISEE:

Witness/Attest: ____________________________________

___________________________________ By:__________________________________

___________________________________ _____________________________________
Witness , individually
Print Name:

__________________________________ _____________________________________
Witness , individually
Print Name:

___________________________________ _____________________________________
Witness , individually
Print Name:

302
04-2018

[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 initial
investment in the building, site and additional development, equipment, fixtures and signs for the Restaurant
shall be financed, and that you have an affirmative obligation to advise us if the financing you obtain and
select is not consistent with this requirement.

2A. Rights to Be Purchased

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.

303
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’ Donuts] 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’ Donuts: The Dunkin’ Donuts continuing franchise fee is five-point-nine percent (5.9%) of all
Dunkin’ Donuts 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

304
number of persons must attend and pass all applicable training course(s) as a pre-condition of our approval
of the transaction.

Continuing Training/Online Access Fee:


In addition to the Purchase Price, you will be required to pay an initial non-refundable online access fee of
$__________ per Restaurant and thereafter an annual subscription fee, which is currently $__________ per
Restaurant. These fees may change. These fees are not refundable. If you own and operate multiple
Restaurants, you must continuously manage your network with a minimum number of individuals who
have successfully completed our training program in order to meet operational standards. If your network
needs 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.

Percentage
Monthly Base Rent % of
PC # Expiration Date From To Rent Gross Sales
vs
vs
vs
vs
vs
vs

Percentage
Monthly Base Rent % of
PC # Expiration Date From To Rent Gross Sales
vs

305
vs
vs
vs
vs
vs

Percentage
Monthly Base Rent % of
PC # Expiration Date From To Rent Gross Sales
vs
vs
vs
vs
vs
vs

Percentage
Monthly Base Rent % of
PC # Expiration Date From To Rent Gross Sales
vs
vs
vs
vs
vs
vs

Percentage
Monthly Base Rent % of
PC # Expiration Date From To Rent Gross Sales
vs
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

306
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
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.

307
7. Miscellaneous [if necessary]: [Include here any special provisions of the deal not reflected above.]

8. General

Your obligation to purchase the Restaurant(s) is contingent upon your approval of the terms and conditions
of this Agreement, 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.

308
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.

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

309
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
Franchisor’s initial training requirements, the Participant will not be granted a franchise (and any franchise agreement executed in

310
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 which the creditor does not know or suspect
to exist in his or her favor at the time of executing the release, which, if known by him or her, must have materially
affected his or her settlement with the debtor.”

6. Participant will indemnify, protect, defend and hold harmless Franchisor (and its parents, affiliates and subsidiaries) and the
Host Franchisees whose locations are being used in Participant’s training and/or mentoring programs from and against any and all
liabilities, claims, demands, damages, suits, costs, attorney’s fees, settlement costs and judgments which result from the negligent acts
or willful misconduct of Participant.

7. Participant agrees that if s/he is injured while attending training and/or mentoring program(s) in a Host Franchisee’s location, then
s/he will not make any claim against Franchisor (and its parents, affiliates and subsidiaries) or their Host Franchisee or his/her insurance
policy.

8. In addition to all other confidentiality agreements between Franchisor and the Participant, the Participant also agrees that s/he
will not divulge any confidential information that relates to Host Franchisees’ businesses, which s/he may obtain while in
training/mentoring program(s) at Host Franchisees’ locations.

9. For good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, Participant does hereby agree
that s/he will not seek to employ any person who is at the time of the applicable training and/or mentoring program employed by Host
Franchisees, or otherwise directly or indirectly induce such person to leave such employment while Participant is in the training
and/or mentoring program at Host Franchisees’ location and continuing for two (2) years following the date that the applicable training
and/or mentoring program is completed.

WITNESS PARTICIPANT:

______________________________ By: _______________________________

Print Name: Print Name:

Address: ______________________________

311
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’
Donuts] 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)

312
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.

313
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

314
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)

315
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

316
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.

317
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:

Percentage Rent % of gross


Fixed Yearly Fixed sales at the Premises,
From Through Rent ($) Monthly Rent vs whichever is greater
($)
Fixed Rent Month 60 vs
Commencment
Date
Month 61 Month 120 vs

Month 121 Month 180 vs

Month 181 Month 240 vs

If this is a Sublease for a Baskin-Robbins Shop (and not a Dunkin’ Donuts/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

318
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.

319
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]

320
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’ Donuts and/or Dunkin’ Donuts/Baskin-Robbins Combo restaurants and the payment of Initial
Franchise Fees all to be more specifically described in the SDA.

321
EXHIBIT E

(Prime Lease)

322
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

323
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’ Donuts] 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’ Donuts 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.

324
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’ Donuts 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’
Donuts/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.

325
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

326
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

327
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: _______________________

_____________________________ _____________________________________

328
Print Name: ____________________, Individually
Date: ________________________

_____________________________ _______________________________

Print Name: ____________________, Individually


Date: _________________________

TRANSFEROR:
BASKIN-ROBBINS FRANCHISING LLC
DUNKIN' DONUTS FRANCHISING LLC

___________________________________________

By: _____________________________________
Its: Director of Business Development

329
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.

330
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:

Percentage Rent:
Fixed Yearly Fixed Monthly % of gross sales at the
From Through Rent ($) Rent ($) vs Premises, whichever is
greater

Fixed Rent Month 60 vs


Commencement
Date
Month 61 Month 120 vs

Month 121 Month 180 vs

Month 181 Month 240 vs

If this is a Sublease for a Baskin-Robbins Shop (and not a Dunkin’ Donuts/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.

331
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.

332
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.

333
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’ Donuts 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’ Donuts 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’ Donuts and/or Baskin-Robbins Restaurant to be developed at
the Premises will be credited to satisfy your obligations to develop a Dunkin’ Donuts 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.

334
EXHIBIT E

(Prime Lease)

335
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 ,

336
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:

V04-2018
337
1542 General Release; Extent. A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which, if known by him, must have materially
affected his settlement with the debtor.”

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: If to Lessor, to us:


c/o Dunkin’ Brands, Inc., as Manager c/o Dunkin’ Brands, Inc., as Manager
130 Royall Street 130 Royall Street
Canton, MA 02021 Canton, MA 02021
Attention: Vice President-Operations. 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:________________________________________

V04-2018
338
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 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 FRANCHISED SHOPS, LLC, DUNKIN’
DONUTS FRANCHISED RESTAURANTS, LLC, BASKIN-ROBBINS FRANCHISING LLC, and 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 which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which, if known by him, must have materially
affected his settlement with the debtor.”

339
IN WITNESS WHEREOF, the UNDERSIGNED executed this General Release on the day and year first above written.

WITNESS:

________________________________________ _______________________________________
witness , Individually
Print Name: ___________________________

________________________________________ _______________________________________
witness , Individually
Print Name: ___________________________

ATTEST/WITNESS:

________________________________________ By:____________________________________
Secretary , President/Managing
Member

340
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.

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You will be responsible for the payment to us of all continuing franchise fees and continuing advertisings fees
(including any Additional Advertising, if applicable) for the Restaurant during the term of this TOA at the rates
listed in the Data Schedule.

For the term of the TOA, you hereby agree to abide by all of the terms, covenants and conditions of the standard
form “Sublease” as if that form pertained to the Restaurant and the primes lease with respect to the premises with
DB, as tenant, as well as the terms, covenants and conditions of the underling prime lease. A copy of both the
Sublease and the prime lease, if applicable, are attached hereto.

You will pay DB a total base rent equal to the amount set forth in the Data Schedule in advance on the first day of
each calendar month, plus all additional rent payable under the prime lease for the Restaurant premises. Rent
payments shall be prorated for the first and last months of operation during the term of this TOA.

You agree to pay DB, for the term of the TOA, an amount equal to the amount by which Gross Sales multiplied
by the Percentage Rent Rate exceeds the base rent set forth above. Percentage Rent is payable monthly. The term
Gross Sales shall be the definition used in the Sublease.

You shall transfer the utilities to your name within five days of signing this TOA and you shall be responsible for
payment of all utilities.

You agree to cease operations at the Restaurant and deliver up possession of the Restaurant to us upon no less
than forty-eight (48) hours’ prior written notice from us.

This TOA will become effective upon receipt by both parties of an original counterpart hereof, fully executed by
each party. This Agreement may be executed in multiple counter-parts by facsimile or otherwise, and such
counterparts, when taken together, shall form one integrated document.

AGREED TO AND ACCEPTED BY THE PARTIES:


DB Franchisor Entity TOA Entity
DB Real Estate Assets I or II LLC

___________________________________ ___________________________________
By: By:
Its: Its:

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DUNKIN’ BRANDS INTRANET TERMS OF USE AGREEMENT

YOU AGREE TO READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS
INTRANET WEBSITE, HOSTED APPLICATIONS OR SOFTWARE DOWNLOADED
(COLLECTIVELY HEREINAFTER ‘INTRANET’). YOUR CONTINUED ACCESS TO OR USE
OF THE INTRANET OR USE OF THE INFORMATION AND/OR SERVICES CONTAINED ON
THE INTRANET INDICATES YOUR ACKNOWLEDGEMENT OF THESE TERMS OF USE AND
YOUR ACCEPTANCE OF ALL THE PROVISIONS HEREOF.

Dunkin’ Donuts and Baskin-Robbins (for convenience, collectively “Dunkin’ Brands”) requires all users of
Dunkin’ Brands’ Intranet to use appropriately and protect the Intranet and all content thereon. In order to
access the Intranet, you must carefully read and agree to abide by these Terms of Use, as further described
below. If you cannot agree to the Terms of Use below, please do not attempt to access the Intranet.

Certain products or services offered by this Intranet, and certain areas within this Intranet may be governed
by additional Terms of use and/or other agreements (“Additional Terms”) presented in conjunction with
those products or services. You must agree to these Additional Terms before using those areas. The
Additional Terms are hereby incorporated by reference, where applicable, and the Additional Terms and
these Terms of Use shall apply equally. In the event of an irreconcilable inconsistency between the
Additional Terms and these Terms of Use, the Terms of Use shall control.

Dunkin’ Brands reserves the right, at its sole discretion, to change, modify, add or remove any portion of
these Terms of Use and any other policy or Additional Terms posted on the Intranet, in whole or in part, at
any time. Notification of changes to Dunkin’ Brands’ Terms of Use may be posted on this Intranet. You
are responsible for regularly reviewing the Terms of Use and all posted policies and Additional Terms on
the Intranet. By continuing to use the Intranet after we have posted changes to these Terms of Use or any
other posted policy or Additional Terms, you agree to and accept such changes.

1. Communication of Information.

If you are accessing the Intranet as or on behalf of a Dunkin Brands’ franchisee, you agree that the
information and communications provided on the Intranet or by e-mail is being provided in conjunction with
information and communications in a non-electronic format, and such information and communications will
be deemed to comply with the notice provisions of the online access agreement between you and Dunkin’
Brands (if applicable).

2. “Intranet” Definition.

For purposes of these Terms of Use, the term “Intranet” refers to the collection of Web-based services and
applications, including any hosted applications, made available by Dunkin’ Brands to (i) Dunkin’ Brands
employees and (ii) Dunkin’ Brands franchisees in good standing and their employees, and all of the content,
information, applications, data, images, other materials and services accessible through those Web-based
applications. The Intranet includes but is not limited to the Dunkin’ Brands Online University site and the
Dunkin’ Brands Franchisee Portal site.

3. Confidentiality of our Information; Your Duty to Protect User Names and Passwords.

All information on the Intranet, including user names (sometimes referred to as “User ID’s”) and passwords,
is deemed to be our confidential information and trade secret. This means, among other things, that you

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may not disclose user names, passwords, or any other information on the Intranet, including the Intranet’s
domain name or URL, to any person whom Dunkin’ Brands has not authorized to have that information.

It is your responsibility to maintain the confidentiality of any Intranet user name and password.
Additionally, you are entirely responsible for all activities that occur under your password and user name.
You must take the precautions that we periodically specify to protect our confidential information. If you
learn of a breach of the confidentiality of a user name or password assigned to you, or any breach of security
through an Intranet user’s account, you must report it to us immediately at
customerservice@dunkinbrands.com. Dunkin’ Brands is not liable for any loss that you may incur as a
result of someone else using your password or account, either with our without your knowledge. Your
confidentiality obligations continue even if your access to the Intranet ends.

4. Authorized Access; Termination.

Access to and use of the Intranet is permitted only for: (i) current authorized employees of Dunkin’ Brands,
Inc.; (ii) current authorized officers, employees, agents, and principals of Dunkin’ Brands franchisees in
good standing who act solely on behalf of such Dunkin’ Brands franchisee, (iii) current authorized
consultants, auditors, and service providers of Dunkin’ Brands, and (iv) current authorized officers,
employees, agents, and principals of owners who (a) have a need to access the Intranet in the course of
operating Dunkin’ Brands franchised establishments or performing services for Dunkin’ Brands, (b) have
been specifically authorized by Dunkin’ Brands in writing to access the Intranet, and (c) agree to abide by
these Terms of Use. Access to or use of the Intranet by any other persons is strictly prohibited without the
express prior written consent of Dunkin’ Brands.

Your authorization to access the Intranet may be limited to certain services, web pages or content. You
agree to access only that portion of the Intranet to which you have been given access.

Access to and use of the Intranet may be revoked or restricted at any time at the sole discretion of Dunkin’
Brands. Individuals and/or entities may have varying degrees of access to the Intranet, as determined by
Dunkin’ Brands. Dunkin’ Brands may or may not give you prior notice of revocation or restriction of your
access.

5. Purpose of Access and Interference; Your Representations and Warranties.

The Intranet may only be used for the benefit of Dunkin’ Brands and Dunkin’ Brands franchisees in good
standing and may not be used for the benefit of any third party or individual without the express prior
written consent of Dunkin’ Brands.

By way of illustration and not limitation, you represent, warrant and covenant that you shall not upload, post
or transmit to or distribute or otherwise publish through the Intranet or the services provided thereon, any
materials which (i) restrict or inhibit any other user from using and enjoying the Intranet, (ii) are unlawful,
threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, harassing, pornographic, profane,
hateful, violent, sexually explicit or indecent, or otherwise objectionable, (iii) constitute or encourage
conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate applicable
law, (iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright,
trademark, patent, rights of privacy or publicity or any other proprietary right, (v) contain a virus, Trojan
horse, worms, time bombs, spiders, robots or other harmful component intended to disrupt or interfere with
the intended operation of the Intranet or any other site on the World Wide Web, (vi) impose an unreasonable
or disproportionately large load on any systems or infrastructure, or (vii) constitute or contain false or
misleading indications of origin or statements of fact.

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In addition you agree that you will not (a) attempt to gain unauthorized access to the Intranet, any part
thereof, or the accounts of others; (b) use the Intranet, or any part thereof, to harass or harm any other User
or any other person in any way; (c) impersonate any person or entity, or falsely state or otherwise
misrepresent your affiliation with a person or entity; (d) interfere with or disrupt the Intranet or servers of
networks connected to the Intranet, or disobey any Terms of Use, Additional Terms, requirements,
procedures, policies or regulations of networks connected to the Intranet; (e) harvest, collect or store
information about the users of this Intranet or the content posted by others on this Intranet or use such
information for any purpose inconsistent with the purpose of the Intranet; (f) disparage, defame, libel or
make untrue, malicious, offensive statements about Dunkin’ Brands or the Intranet; or (g) use the Intranet or
Services to violate any applicable, local, state, national or international law or regulation. This list is not
intended to be exhaustive; Dunkin’ Brands requires that you be a good Intranet citizen when using this
Service.

6. Intellectual Property.

Unless otherwise noted, all materials on the Intranet (including articles, text, photographs, images,
illustrations, graphics, video material, audio material, and software) are protected as the copyrights, trade
dress, trademarks, patents and/or other intellectual properties owned by Dunkin’ Brands or its parent,
subsidiaries and affiliates or by other parties that have licensed their material to Dunkin’ Brands.
Additionally, the Intranet itself is protected by copyright as a collective work and/or compilation.

Dunkin’ Brands marks on the Intranet represent some of the marks currently owned or controlled in the
United States and/or in one or more other countries by Dunkin’ Brands or under license to Dunkin’ Brands.
The display of these marks and of notices associated with these marks is not intended to be a comprehensive
compilation of all Dunkin’ Brands worldwide proprietary ownership rights, and Dunkin’ Brands may own or
control other proprietary rights in one or more countries outside of the United States.

The Intranet or any portion of the Intranet may not be reproduced, duplicated, copied, sold, resold, or
otherwise exploited for any commercial purpose that is not expressly permitted by Dunkin’ Brands.

You may browse through the Intranet and occasionally download a copy of materials appearing on the
Intranet that are of interest to you solely for the purpose of conducting activities authorized by Dunkin’
Brands or a Dunkin’ Brands franchisee in good standing. You must keep intact all copyright, trademark and
other notices contained in your personal copies. You may not reproduce or allow others to reproduce your
personal copies of downloaded materials, nor may you make them available electronically. You may not
save or archive a significant portion of the material appearing on the Intranet unless specifically authorized
by us in writing. You may not attempt to alter or modify the content posted on the Intranet. Except as
expressly set forth in this paragraph, you may not copy, download, distribute, publish, enter into a database,
display, perform, modify, create derivative works, transmit, post, decompile, reverse engineer, disassemble
or in any way exploit any of our intellectual property or the Intranet itself.

7. Disputes.

These Terms of Use will be interpreted in accordance with the laws of the Commonwealth of Massachusetts,
without regard to its conflicts of laws principles. You agree that your breach of these Terms of Use will
result in irreparable harm to Dunkin’ Brands, and that Dunkin’ Brands is therefore entitled, as a non-
exclusive remedy, to obtain injunctive relief in response to a breach of these Terms of Use, including,
without limitation, barring you from access to the Intranet.

8. Links to Third Party Sites.

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There are links in the Intranet that will allow the user to access other Web sites. These linked sites are not
under the control of Dunkin’ Brands, and Dunkin’ Brands is not responsible for the contents or practices of
any linked site. Dunkin’ Brands provides links only as a convenience, and such inclusion of any link does
not imply endorsement by Dunkin’ Brands of the site or its content.

9. Monitoring, Privacy and Security

Your access to and use of the Intranet may be monitored by Dunkin’ Brands at any time, with or without
notice, and shall not in any way be deemed to be private or personal to you.

Dunkin’ Brands reserves the right to use “cookies” (a small amount of software automatically downloaded
to your computer’s hard drive) or other programs or methods to gather information about your use of the
Intranet in order to improve the Intranet’s services. You may set your browser not to accept cookies, but if
you do so, certain areas of the Intranet may not function as intended.

All information, including personally-identifiable information that you disclose via the Intranet is the
property of Dunkin’ Brands. By accessing the Intranet, you acknowledge and agree that Dunkin’ Brands
reserves the right to use these records and this information for its own purposes or those of its affiliated
entities to the extent permitted by applicable law and its agreements with visitors to the Intranet. These
purposes may include disclosure to our agents, advisors, affiliates, service providers, assignees, franchisees,
and successors in interest.

10. Disclaimer of Warranty and Limitation of Liability

To the fullest extent allowed by applicable law, Dunkin’ Brands is not liable for any direct, indirect, special,
incidental, consequential, punitive or other damages arising from your use of, or inability to use the Intranet
or any materials available on the Intranet.

Dunkin’ Brands does not make any warranty, express or implied, as to accuracy, reliability or availability of
the Intranet. Without limiting the generality of the preceding sentence, Dunkin’ Brands specifically
disclaims, to the fullest extent allowed by applicable law, all implied warranties of merchantability and
fitness for purpose, and all warranties of title and non-infringement of third party rights, with respect to all
of its online services and all materials accessible through the Intranet.

Dunkin’ Brands does not guarantee that the functions contained on the Intranet will be secure, uninterrupted
or error-free, that the Intranet will be free of viruses or other harmful components, or that defects will be
corrected even if Dunkin’ Brands is aware of them.

In no event will Dunkin’ Brands and its parent's or affiliates' total liability to you for damages, losses and
causes of action (whether in contract, tort (including, but not limited to, negligence), or otherwise) exceed
the amount paid by you, if any, for accessing the Intranet or $100, whichever is less. You agree to bring any
and all actions within one (1) year from the date of the accrual of the cause of action and that actions
brought after this date will be barred.

11. Indemnification.

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS DUNKIN' BRANDS AND
ITS PARENTS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, FRANCHISEES,
AGENTS, LICENSORS, BUSINESS ASSOCIATES, AND SUPPLIERS FROM AND AGAINST
ANY ACTUAL OR THREATENED CLAIMS, ACTIONS OR DEMANDS, LIABILITIES AND
SETTLEMENTS (INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND
ACCOUNTING FEES) RESULTING (OR ALLEGED TO RESULT) FROM YOUR USE OF

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THE INTRANET IN ANY MANNER THAT VIOLATES OR IS ALLEGED TO VIOLATE ANY
APPLICABLE LAW, RULE, REGULATION, INDUSTRY STANDARD OR THESE TERMS
OF USE.

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12. Contact Us.

If you have any questions regarding these Terms of Use, you can send us an email at
customerservice@dunkinbrands.com or you can write to us at Dunkin' Brands, Inc., as Manager, 130 Royall
Street, Canton, MA 02021.

By clicking the “ACCEPT” button below, you agree to abide by the terms and conditions of these
Terms of Use each time you log into and use the Intranet.

If you do not agree, please click the “EXIT” button below.

ACCEPT EXIT

© 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.

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Additional Terms – Installed Software

YOU AGREE THAT THIS END-USER LICENSE AGREEMENT (“EULA”) GOVERNS YOUR USE OF
ANY SOFTWARE THAT YOU DOWNLOAD FROM THE INTRANET. PLEASE READ THE TERMS
AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE YOU INSTALL ANY
PROGRAM ON YOUR SYSTEM.

The software made available for installation on the Intranet include all software product(s) identified on the
Intranet as well as any associated software components, media, printed materials, and "online" or electronic
documentation ("SOFTWARE PRODUCT"). By installing, copying, or otherwise using the SOFTWARE
PRODUCT, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this
EULA, do not install or use the SOFTWARE PRODUCT.

The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as
other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.

1. GRANT OF LICENSE.

We grant you the right to install and use copies of the SOFTWARE PRODUCT on your computer running a
validly licensed copy of the operating system for which the SOFTWARE PRODUCT was designed. You
are solely responsible for securing the rights in your operating system, including any background technology
required to run the SOFTWARE PRODUCT. You may only make copies of the SOFTWARE PRODUCT
as necessary for backup and archival purposes.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

You must not remove or alter any copyright notices on any and all copies of the SOFTWARE PRODUCT.
You may not distribute, rent, lease, or lend the SOFTWARE PRODUCT to third parties. You may not
reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that
such activity is expressly permitted by applicable law notwithstanding this limitation. We may or may not
provide you with support services related to the SOFTWARE PRODUCT ("Support Services"). Any
supplemental software code provided to you as part of the Support Services shall be considered part of the
SOFTWARE PRODUCT and subject to the terms and conditions of this EULA. You must comply with all
applicable laws regarding use of the SOFTWARE PRODUCT.

3. TERMINATION

Without prejudice to any other rights, we may terminate this EULA at any time and for any reason by
providing you with written notice that we have terminated your license to use the SOFTWARE PRODUCT.
In such event, you must return or certify destruction of all copies of the SOFTWARE PRODUCT in your
possession or on your systems.

4. COPYRIGHT

All title, including but not limited to copyrights, in and to the SOFTWARE PRODUCT and any copies
thereof are owned by us, our parent, affiliates or their respective suppliers. All title and intellectual property
rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is the
property of the respective content owner and may be protected by applicable copyright or other intellectual
property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly
granted are reserved by us.

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04-2018 PC # ___________

ADDITION OF INTEREST

This Agreement, dated ___________________________, is made by and between BASKIN-ROBBINS


FRANCHISING LLC, a Delaware limited liability company, and/or DUNKIN’ DONUTS FRANCHISING
LLC, a Delaware limited liability company, (collectively or individually referred to herein as [“Licensor” or
[”Franchisor”] and DB REAL ESTATE ASSETS I LLC or DB REAL ESTATE ASSETS II LLC, [“Lessor”],
([Licensor] [Franchisor] [and Lessor]) are sometimes for the sake of convenience collectively referred to as
“we”, “us” or “our”) and ________________(hereinafter referred to as the “UNDERSIGNED”) and
______________, a ________corporation/limited liability company (hereinafter referred to as the
[“Developer”]/ [“Franchisee”, “Lessee”], “you” or “your”).

RECITALS

WHEREAS, You have requested our approval for the UNDERSIGNED to obtain an interest in the
[FRANCHISE] [and SUBLEASE] / [STORE DEVELOPMENT] Agreement dated ________, 20___, [for the
premises located at ________________] between you and us (hereafter the "Agreement”);

WHEREAS, we are willing to consent to UNDERSIGNED acquiring an interest in the Agreement


under the following terms and conditions;

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

l. We hereby approve the request that the UNDERSIGNED acquire an interest in the Agreement. The
right, title and interest of the UNDERSIGNED in the Agreement is hereby added, effective as of the date of
execution hereof.

2. Each of the UNDERSIGNED hereby jointly and severally, personally guarantees the full payment of
the money obligations and the performance of all of the other obligations under the Agreement.

3. You and the UNDERSIGNED represent and warrant to us that UNDERSIGNED has a complete and
current copy of the Franchise Agreement [and Sublease] / Store Development Agreement] in which
UNDERSIGNED is acquiring an interest.

4. FRANCHISEE shall provide to us concurrently with the execution of this Agreement a revised
Certificate of Resolution and Incumbency for any entity whose shareholders, officers, directors, managers or
members have changed in connection with this transaction.

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5. The UNDERSIGNED shall concurrently execute our then-current guaranty, pursuant to which the
UNDERSIGNED agrees to jointly and severally personally guarantee their performance and Franchisee’s
[Lessee’s] performance under the Franchise Agreement [and Sublease] / Store Development Agreement.

6. 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.

IN WITNESS WHEREOF, this instrument is executed as an instrument under seal of each of the parties
on the day and year first written above.

[“Licensor”]/[”Franchisor”, “Lessor”] :

BASKIN-ROBBINS FRANCHISING LLC


DUNKIN’ DONUTS FRANCHISING LLC
DB REAL ESTATE ASSETS [I OR II] LLC

By:
, Assistant Secretary

(UNDERSIGNED)
WITNESS:

Print name: _____________________ ,Individually

[“Developer”]/ [“Franchisee”, “Lessee”]

ATTEST/ WITNESS:

By
Print name: _____________________ Name:
Title:

Print name: _____________________ ,Individually

Print name: _____________________ ,Individually

THIS AGREEMENT IS NOT BINDING UPON THE [LICENSOR/FRANCHISOR/LESSOR] ENTITIES


ABOVE UNTIL EXECUTED BY ITS AUTHORIZED REPRESENTATIVES

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PC#___________

PERSONAL GUARANTEE
(Addition of Interest)

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 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 the 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.

[For Franchise Agreements, delete BOTH paragraphs above and replace with the following:

Waiving demand and notice, the undersigned hereby jointly and severally, personally guarantee full payment of
Franchisee’s/Lessee’s money obligations to us (and our parents or affiliates) and the performance of all of
Franchisee’s/Lessee’s other obligations under the Franchise Agreement [and Sublease].

The undersigned further agree that FRANCHISOR and LESSOR, may, without notice to or consent of the
undersigned or any one of them, (a) extend, in whole or in part, the time for payment of the Franchisee/Lessee’s
money obligations under the Franchise Agreement or Lease; (b) modify, with the consent of Franchisee/Lessee,
its money or other obligations under the Franchise Agreement or Lease and/or (c) settle, waive or compromise
any claim of Franchisor and Lessor, against Franchisee/Lessee or any of the undersigned, all without in any
way affecting the guarantee of any one of the undersigned. This guarantee is intended to take effect as a sealed
instrument.]

DATED: ________________, 20___

Witness: ___________________________ THE UNDERSIGNED:______________________

__________________________________ ________________________________________
Witness , Individually
__________________________________ ________________________________________
Witness , Individually
__________________________________ ________________________________________
Witness , Individually

352
PC #

CERTIFICATION OF FRANCHISEE/DEVELOPER
(Addition of Interest)

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.

WITNESS: UNDERSIGNED:

_______________________________ _____________________________________
Witness , Individually
Print Name:

_______________________________ _____________________________________
Witness , Individually
Print Name:

_______________________________ _____________________________________
Witness , Individually
Print Name:

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04-2018 PC #

ASSIGNMENT OF FRANCHISE AGREEMENT

FOR VALUE RECEIVED, the undersigned (hereinafter referred to as “Assignor”) hereby sells, transfers
and assigns to (hereinafter referred to as “Assignee”) all of its rights, title and interest in the Franchise Agreement
dated between Assignor and BASKIN-ROBBINS FRANCHISING LLC, a Delaware limited liability company
and/or DUNKIN’ DONUTS FRANCHISING LLC, a Delaware limited liability company (collectively or individually
hereinafter referred to as “Franchisor”, “we”, “us” or “our”), wherein Franchisor granted to Assignor a franchise to
operate a Baskin-Robbins and/or Dunkin’ Donuts Restaurant at .
The Assignor, jointly and severally, hereby agrees to be bound by the provisions of Section 10 of said Franchise
Agreement and to remain responsible for all fees, sums and other obligations of said Franchise Agreement that have
occurred to date.
The Assignor (and each of them), individually and for itself, its parents, subsidiaries, affiliates, agents, servants,
employees, shareholders, officers, directors, partners, heirs, successors and assigns, do each hereby forever release, remise
and discharge Franchisor, 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 Assignor 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 Assignor (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 Assignor, or any of them,
and arising out of or incidental to the matters to which this release applies.

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The Assignor (and each of them) 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 Assignor 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 Assignor entity to execute this release on its
behalf.

With respect to the matters hereinabove released, the Assignor (and each of them) 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 which the creditor does not
know or suspect to exist in his favor at the time of executing the release, which, if known by him, must
have materially affected his settlement with the debtor.”

This Assignment of Franchise 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.

Dated: (ASSIGNOR)

ATTEST/WITNESS

By
Name:
Print Name___________________________ Title:

, Individually
Print Name___________________________

____________________________________
, Individually
Print Name___________________________

355
ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION OF FRANCHISE OBLIGATIONS

The undersigned being all of the Officers, Directors and Shareholders or Managers and Members of Assignee hereby
accept the aforesaid Assignment and assume and agree to discharge all obligations of Assignor as Franchisee under said
Franchise Agreement.

Dated: (ASSIGNEE)

ATTEST/WITNESS

By
Name:
Print Name___________________________ Title:

, Individually
Print Name___________________________

____________________________________
, Individually
Print Name___________________________

356
PC#

PERSONAL GUARANTEE

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, the undersigned hereby, jointly and severally, personally guarantee the full payment of
Franchisee’s money obligations to us (and our parents or affiliates) under Section 5 and the performance of all of the
Franchisee’s other obligations under this Franchise Agreement, including, without limitation, Section 10 in its entirety
relative to the restrictions on activities. The undersigned personally agree that the Franchise Agreement shall be binding
upon each of them personally. The undersigned, jointly and severally, agree that we may, without notice to or consent of
the undersigned, (a) extend, in whole or in part, the time for payment of Franchisee’s money obligations under Section 5;
(b) modify, with the consent of Franchisee, Franchisee’s money or other obligations under this Agreement; and (c)
settle, waive or compromise any claim that we have against FRANCHISEE or any or all of the undersigned, all without in
any way affecting this personal guarantee, which is intended to take effect as a sealed instrument.

_______________________________________ ___________________________________________
Witness , individually
Print Name:

_______________________________________ ___________________________________________
Witness , individually
Print Name:

_______________________________________ ___________________________________________
Witness , individually
Print Name:

_______________________________________ ___________________________________________
Witness , individually
Print Name:

357
CONSENT TO ASSIGNMENT OF FRANCHISE AGREEMENT
BASKIN-ROBBINS FRANCHISING LLC and/or DUNKIN’ DONUTS FRANCHISING LLC does hereby
consent to the foregoing Assignment.

Dated:

BASKIN-ROBBINS FRANCHISING LLC


DUNKIN’ DONUTS FRANCHISING LLC

By:

THIS AGREEMENT IS NOT BINDING UPON THE FRANCHISOR ENTITIES ABOVE UNTIL
EXECUTED BY ITS AUTHORIZED REPRESENTATIVES

358
PC #

CERTIFICATION OF ASSIGNEE

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
(“Assignment”). Therefore, your certification is important and we will act in reliance upon your answers below in signing
the Assignment.

Other than what is written in the Assignment or FDD, describe below any information provided by any employee or agent
of our company that has influenced your decision to sign the Assignment.

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 Assignment.

If the answer is “none,” please write “NONE” below.

If you do not complete and sign this page, we will not counter-sign the Assignment (or, if that has already taken place, we
have the right to void the Assignment).
I certify that the above information is true, as of the same date as that on which the Assignment was signed.

ASSIGNEE:

Witness/Attest:

By
Name:
Print Name___________________________ Title:

, Individually
Print Name___________________________

____________________________________
, Individually
Print Name___________________________

359
PC _________

ASSIGNMENT, AMENDMENT AND CONSENT TO ASSIGNMENT OF LEASE OF


DUNKIN’ DONUTS AND BASKIN-ROBBINS SHOP

This ASSIGNMENT, AMENDMENT AND CONSENT TO ASSIGNMENT OF LEASE OF


DUNKIN’ DONUTS AND BASKIN-ROBBINS SHOP (“Agreement”) is made this ___________ day of
___________________________, 201__ (“Effective Date”) between DB Real Estate Assets ___ LLC
(“Assignor”) and ____________________________ (“Assignee”).

WITNESSETH

WHEREAS, on the _____ day of _______, _____, ___________________, predecessor to


_______________________ (“Sublessor”) executed and delivered unto Assignor’s predecessor,
____________________ (“Sublessee”) a Lease of Dunkin’ Donuts Shop (as amended from time to time
by Amendments to Sublease dated _________________) (collectively the “Sublease”) for the premises
located at ___________________________ (“Premises”) more particularly described in said Sublease
attached hereto as Exhibit A; and

WHEREAS, Assignor and Assignee desire that all of Assignor's right, title and interest under the
Sublease be assigned to Assignee subject to the terms and conditions set forth in this Agreement; and

WHEREAS, Sublessor desires to consent to such assignment subject to the terms and conditions
set forth in this Agreement; and

WHEREAS, Sublessor and Assignee desire to amend the Sublease as hereinafter set forth.

NOW, THEREFORE, Assignor in consideration of the sum of One Dollar ($1.00) paid by
Assignee and in further consideration of the covenants of Assignee hereinafter contained, does hereby
assign, transfer and set over unto Assignee, effective as of the date of this Agreement, the aforesaid
Sublease, 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 Sublease, upon the following terms and conditions:

1. Assignor hereby transfers, assigns and sets over to Assignee all of Assignor’s right,
title and interest in and to the Sublease, and all extensions, renewals and amendments thereto, and in and
to the Premises and the rights, tenements and appurtenances thereunto belonging, to have and to hold said
Sublease and the leasehold estate thereby created unto said Assignee, its successors and assigns from and
after the Effective Date as provided for in this Agreement. Assignee hereby accepts the foregoing
assignment and transfer, and promises and agrees to pay all rent and other charges thereunder and to
faithfully perform all covenants, stipulations, agreements and obligations to be performed by the
sublessee under the Sublease arising from and after the Effective Date.

2. Assignor hereby covenants with Assignee that aforesaid Sublease is good and effective
at law and is not surrendered, forfeited or rendered void or voidable; that this Agreement is valid and
effective to transfer the Sublease, that the Sublease is in full force and effect and has not been assigned,
modified, supplemented, or amended, except as set forth in this Agreement, and that no default or event
which, with the passage of time, the giving of notice, or both, would constitute a default under the
Sublease, has occurred and is continuing, and neither Assignor nor Sublessor has delivered notice to the
other regarding any default or breach of any of the terms, covenants or provisions of the Sublease.

3. Assignee hereby covenants with Assignor to pay the rent which may hereafter become
due according to the terms of said Sublease and to perform all the covenants and conditions in said
Sublease accruing from the Effective Date.
360
4. As of the Effective Date, Paragraph ____ of the Sublease is hereby amended to extend
the Term to _________________. Base Rental during the Term shall be as set forth below.

5. Paragraph ____ and __________ are deleted in it’s/their entirety and replaced with the
following.

“Commencing and ending on the dates set forth below, Sublessee shall pay to Sublessor the
following Base Rentals, in equal monthly installments in advance on the fifteenth (15th) day of
the month immediately before the month for which such Base Rental is due (prorated for partial
months).

FROM TO ANNUAL MONTHLY


_________ _________ $_________ $________
_________ _________ $_________ $________
_________ _________ $_________ $________
_________ _________ $_________ $________
_________ _________ $_________ $________
_________ _________ $_________ $________

Payments shall be sent to Sublessor at: PO Box 2965, Carol Stream, IL 60132-2965.

6. Paragraph ____ of the Sublease is hereby amended to provide that Sublessee shall
secure, at Sublessee’s own cost and expense, a minimum limit of liability insurance in the amount of
Two Million Dollars ($2,000,000.00).

7. Paragraph ____ of the Sublease is amended to provide that any notice required to be
given to Sublessor shall be sent to us c/o Dunkin’ Brands, Inc., as Manager, 130 Royall Street, Canton,
Massachusetts 02021, Attention: Manager Corporate Real Estate.

8. This Agreement shall be binding upon the successors and assigns of the parties. The
parties shall execute and deliver such further and additional instruments, agreements or other
documents as may be necessary to evidence or carry out the provisions of this Agreement.

9. Assignor agrees to indemnify and hold Assignee, its employees, agents, shareholders,
officers, directors, successors and assigns, harmless from any and all claims and damages relating to or
arising out of (i) the Sublease or the Premises in connection with events occurring or arising prior to the
Effective Date, and (ii) Assignor’s breach of its representations, warranties or covenants contained in
this Assignment.

10. Except as expressly amended above, the parties affirm and ratify all provisions of the
Sublease.

11. 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.

361
IN WITNESS WHEREOF, the said parties hereunto and to another instruments of like tenor, set
their hands and seals on the day and year first above written.

(Assignor)
DB REAL ESTATE ASSETS __ LLC

___________________________________ By:
Witness Assistant Secretary

Witness

(Assignee)

By:
Witness

Witness

362
CONSENT TO ASSIGNMENT OF LEASE AND AMENDMENT OF SUBLEASE

The Sublessor in the within assigned Sublease hereby consents to the assignment and
amendment of Sublease as provided.

(Sublessor)

DB REAL ESTATE ASSETS ___ LLC

___________________________________ By:
Witness Assistant Secretary

Witness

363
PERSONAL GUARANTEE BY SHAREHOLDERS OF A CORPORATION OR
MEMBERS OF A LIMITED LIABILITY COMPANY

The undersigned represent and warrant that they hold a direct or an indirect interest in
_____________________ (“Sublessee”) 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
Sublease and personally agree that said Sublease shall be binding on each of us personally, as if each of
us were the Sublessee.
The undersigned, jointly and severally, agree that the Sublessor 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 Sublease; (b) modify, with the consent of the corporation, its money
or other obligations hereunder; or (c) settle, waive or compromise any claim of Sublessor against the
Sublessee or any of the undersigned, all without in any way affecting the personal guarantee of the
undersigned.

witness Individually

witness

witness Individually

witness

witness Individually

witness

364
PC#__________

BASKIN ROBBINS RELOCATION INCENTIVE OFFER


TO SELECT BASKIN-ROBBINS RESTAURANTS
(the “Offer”)

Baskin-Robbins Franchising LLC, a Delaware limited liability company, (“us”, “we”, or “our”), is offering to
franchisees of select existing stand-alone Baskin-Robbins restaurants the opportunity to secure from us the
benefits set forth below, in exchange for those franchisees timely completing the relocation of their restaurant,
all as more particularly described below.

Franchisee: __________________________________ (“you” or “your”)

A. Location of the Baskin-Robbins restaurant (“Restaurant”):

___________________________________________________________________________________
(No.) (Street) (City or Town) (State) (Zip Code)

B. 1. Relocation of Restaurant and Reduction in Initial Franchise Fee

a. Subject to the terms and conditions herein, if you (i) sign this Offer on or before March 31,
2019; (ii) receive a Conditional Site Approval Letter on or before March 31, 2019; and (iii)
relocate and re-open your Restaurant within one (1) year of the date of the Conditional Real
Estate Site Approval Letter (the “Relocation Deadline”), and provided you qualify for
relocation/renewal, we will grant you up to ten (10) years of franchise term at no cost. For
example, if you timely relocate your Restaurant and the Restaurant has three (3) years of
unexpired term at the time of relocation, you will be approved to transfer the three (3) years of
unexpired term to the relocated site and will receive seven (7) years of term at no charge. You
may, with Baskin-Robbins' prior written consent, close the Restaurant and substitute therefore
another restaurant of the same type at a location approved by us. The substitution may not
conflict with any contract between Baskin-Robbins and any third party. The new restaurant
must: be developed by you in accordance with Baskin-Robbins then current requirements; be
approved prior to the closure of the Restaurant; and must open by the Relocation Deadline.
Upon Baskin-Robbins approval of the location for the new restaurant, you shall execute a new
Franchise Agreement and related agreements (e.g., Option to Assume Lease) for the new
restaurant on Baskin-Robbins' then current standard forms. Before the new restaurant opens,
you will reimburse us for our out-of-pocket expenses to third parties, if any, in assisting you to
develop the new restaurant and in approving the new restaurant. If you fail to re-open your
relocated Restaurant by the Relocation Deadline and do not have at least ten (10) years of
unexpired term, you will still be approved to transfer the unexpired term of the current location,
but will be required to purchase enough term at the then-current rates to bring the term for your
relocated restaurant to ten (10) years. For example, if the Restaurant has four (4) years of
unexpired term at the time of relocation and you fail to meet the re-opening deadline, you will
need to purchase six (6) years of term so the new restaurant has a total of ten (10) years of term.

b. In connection with the relocation of your Restaurant, you may also purchase up to an additional
ten (10) years of franchise term at the then-current rates, but under no circumstances may your
new franchise agreement term, when combined with your current Franchise Agreement’s
unexpired term, the incentive term set forth in B.1.a. above, and the term purchased pursuant to
B.1.b. exceed a total of twenty (20) years of term for the relocated restaurant. For example, if
you timely relocate your Restaurant and the Restaurant has one (1) year of unexpired term at

365
the time of relocation, you will receive nine (9) years of term at no charge and will be eligible
to purchase up to an additional ten (10) years of term.

2. Reduction in Continuing Franchise Fee for Relocated Restaurant

a. You will pay the standard continuing franchise fee (“CFF”) of 5.9 percent of Gross Sales for the
relocated restaurant, unless you open the Restaurant to serve the general public by the
Relocation Deadline, in which case the CFF will be reduced to 2.9 percent of Gross Sales
beginning on the day you open the Restaurant to serve the general public through one year from
the actual opening date, then increase to 3.9 percent of Gross Sales for the second year, then
increase to 4.9 percent of Gross Sales for the third year, and then increase to the standard 5.9
percent of Gross Sales for the remaining term of your Franchise Agreement, as more particularly
described in subsection 2b. below.

b. The sales reporting period is a seven (7) day period beginning Sunday at the open of business
and ending at the close of business on Saturday. For purposes of the incentive, a year means 52
sales reporting periods. If your Restaurant opens on a day other than Sunday, your initial sales
reporting period will be less than seven (7) days.

C. Relocation Deadline:
If you do not complete the relocation and re-open the Restaurant to serve the general public by the
Relocation Deadline, then we may void this Offer, by written notice to you and, as of the Relocation
Deadline, neither party shall have any rights or liabilities to the other hereunder.

D. New Franchise Agreement for Relocated Restaurant


Upon Baskin-Robbins approval of the location for the new restaurant, you will promptly execute and
deliver to Baskin-Robbins its then-current standard Franchise Agreement and other standard form
agreements for new restaurants (e.g., Option to Assume Lease). The Continuing Advertising Fee in the
new Franchise Agreement shall not exceed 5% (subject to “majority clause”) of Gross Sales and the
Continuing Franchise Fees shall be as set forth in Section B.2. above.

E. General Release
Relocation is contingent upon FRANCHISEE providing Baskin-Robbins with a general release on
Baskin-Robbins’ standard form at the time the Restaurant’s current Franchise Agreement is terminated,
and such termination must be on our standard form termination and release document.

F. Your Responsibilities:
1. You agree to complete the relocation of the Restaurant by the Relocation Deadline in strict
compliance with our approvals, standards, requirements, procedures, plans, specifications and
documentation (collectively, the " Relocation Requirements").
2. You must hire a Baskin-Robbins qualified architect and general contractor and use Baskin-
Robbins approved sign and equipment suppliers in connection with the relocation.
3. At a meeting with you and your architect to establish the work schedule necessary to coordinate
the relocation, we will provide you with the Relocation Requirements.
4. You must ensure that the relocated restaurant is free from environmental contamination and is
in compliance with the requirements of all laws including, but not limited to, the Americans
with Disabilities Act (“ADA”).
5. You must allow us to review and, if acceptable to us, approve your architect’s plans and
specification prior to beginning construction.
6. You may not open the Restaurant to the public until (i) the relocation is complete, (ii) we
have inspected the Restaurant, (iii) all documentation between you and us is complete,
including execution of our standard form Franchise Agreement and our standard form
termination and release document in connection with the closure of the Restaurant, (iv)

366
we have received all payments due us, if any, from you; and (v) all required permits and
licenses have been received. Once all conditions required for opening the Restaurant are
met, you must promptly open the Restaurant.

G. Deadline for Acceptance:


If you do not execute and return this Offer upon the earlier of (i) within twenty (20) days of your
receipt of the same; or (ii) March 31, 2019, this Offer shall be deemed automatically withdrawn by us.

H. Binding Effect of this Offer:


You acknowledge having carefully read this Offer in its entirety. This Offer is not binding upon us
until we execute it and deliver it to you. You and we agree to take other actions and execute other
documents that may be necessary to implement this Offer. You may not accept this Offer if you have
received a Notice of Termination from us and we may void this Offer if we issue a Notice of
Termination of your current franchise agreement after you have accepted this Offer.

I. Time is of the Essence:


You expressly acknowledge and agree that TIME IS OF THE ESSENCE with respect to your timely
completion of the relocation and prompt opening of the new restaurant.

J. Non-Waiver:
If we fail to exercise any power reserved to us or fail to insist upon your strict compliance with any
term, covenant or condition of this Offer, such failure shall not be deemed to be a waiver of such term,
covenant or condition or any subsequent breach of the same or any other term, covenant or condition.
If we subsequently accept payment(s) due to us, in whole or in part, the same shall not be deemed to be
our waiver of any preceding breach by you of any term, covenant or condition of this Offer.

K. Miscellaneous:
The architect, contractor(s) and sign and equipment suppliers are your independent contractors. We do
not guarantee the quality, timeliness or other matters relating to their work and no failure on their part
to fully perform their duties shall excuse you for your failure to comply with this Offer. Our
qualification of the architect and general contractor(s) (and any subcontractor(s)) and our approval of
the sign and equipment suppliers and the related agreements will not impose any liability on us to you,
the architect, the contractor(s), the sign and/or equipment suppliers or anyone else. Our inspection of
the work and approval of the restaurant shall not impose any liability on us. We are not bound by any
of our past practices with respect to services that we may have provided to you or others with respect to
prior remodels or new restaurants. You will not rely upon any opinions expressed by us or our
employees or agents regarding structural integrity, safety or construction procedures, building codes or
ordinances or other matters. You are particularly advised to review with your architect, contractor(s)
and legal advisor(s) all requirements regarding asbestos, other toxic and hazardous materials or other
conditions and all laws including, without limitation, the ADA. We make no representation or warranty
as to the cost of relocating the restaurant, or the sales or profits, if any, which may result from the
relocation.

367
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have duly
executed, sealed and delivered this Offer as of the date first written below. You acknowledge receipt of this
Offer, together with all attachments, at least seven (7) calendar days prior to the date below.

Baskin-Robbins Franchising LLC

By: _________________________________________
Name: _________________________________________
Its: _________________________________________

Date: ____________________, 201__

ATTEST/WITNESS: _________________________________________

_________________________________ By: _________________________________________


Name: ___________________________ Name: _________________________________________
Its: ___________________________ Its: _________________________________________

Date: _____________________, 201__

_________________________________ _________________________________________
______________________________, Individually

_________________________________ _________________________________________
______________________________, Individually

_________________________________ _________________________________________
______________________________, Individually

_________________________________ _________________________________________
______________________________, Individually

368
04-2018
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
nationally-based program, you agree to pay such fees and your Restaurant will participate
in that program.

369
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

370
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 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.

371
[or]
You will be responsible at your sole cost and expense for the purchase, delivery and
installation of all equipment necessary for a [Dunkin’ Donuts/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

372
without any additional or other liability to us whatsoever (i.e., other than making payment
for approved 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.

373
(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”).

374
You agree to pay to us an IFF of _____________________________ and 00/100 Dollars
($____________.00) on or before the Closing Date.

(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

375
ten (10) days after issuance of the Certificate of Occupancy or Temporary Certificate of Occupancy
for the Premises.

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

376
mailed shall be deemed to have been "given" as of the time said notice is received or
refused.

(v) 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.

(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.

377
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 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]

378
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:

379
EXHIBIT A
PRIME LEASE

380
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:

Percentage Rent ( % of gross


Fixed Rent Fixed Rent sales at the Premises)
From Through Yearly ($) Monthly ($) vs
Rent Month ___ $ $ vs ____%
Commencement
Date
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:
__________ __________

381
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:

Percentage Rent ( % of gross


Fixed Rent Fixed Rent sales at the Premises)
From Through Monthly ($) Monthly ($) vs
Rent Month ___ $ $ vs ____%
Commencement
Date
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:
__________ __________

382
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
Month 101

383
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
Month 155

384
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:
__________ __________

385
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’ Donuts 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:
__________ __________

386
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’ Donuts 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-

387
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 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: _____________________________

388
9. Miscellaneous Provisions:

(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:

389
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’
Donuts” 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’ Donuts” 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 Title Ownership Director Authorized Signature


and last 4 digits of Social Interest (Y/N) Signer (Authorized Signers Only)
Security Number or Federal (% or # of shares)
Tax Identification Number (Y/N)

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

390
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:_______________________________

391
Appendix I-A

The following are authorized to receive service of process in the indicated state:

CALIFORNIA MICHIGAN
Attorney General Michigan Attorney General
980 Ninth Street, Suite 500 Consumer Protection Division
Sacramento, California 95814 Attn: Franchise Section
525 W. Ottawa Street
G. Mennen Williams Building, 1st Floor
Lansing, MI 48913
HAWAII NEW YORK
Commissioner of Securities of the State of Hawaii C T Corporation System
Dept. of Commerce and Consumer Affairs 111 Eighth Avenue – 13th Floor
Business Registration Div. New York, NY 10011
Securities Compliance Branch
335 Merchant Street, Room 205
Honolulu, HI 96813
ILLINOIS RHODE ISLAND
Attorney General Department of Business Regulation
500 South Second Street Securities Division
Springfield, IL 62701 John O. Pastore Complex
1511 Pontiac Ave., Building 69-1
Cranston, RI 02920
INDIANA VIRGINIA
C T Corporation System C T Corporation System
150 West Market Street, Suite 800 4701 Cox Road, Suite 285
Indianapolis, IN 46204 Glen Allen, VA 23060
MARYLAND WASHINGTON
Maryland Securities Commissioner C T Corporation System
200 St. Paul Place - 20th Floor 711 Capitol Way S, Suite 204
Baltimore, MD 21202-2020 Olympia, WA 98501
MINNESOTA WISCONSIN
C T Corporation System Inc. Wisconsin Securities Commission
1010 Dale Street N Securities & Franchise Registration
Saint Paul, MN 55117-5603 201 W. Washington Ave
Madison, WI 53703

The names and addresses of agents for additional states are available upon request.

392
Any violation should be reported to the applicable state at the address below:

CALIFORNIA NEW YORK


California Department of Corporations New York State Dept. of Law
1515 K Street, Suite 200 Bureau of Investor Protection & Securities
Sacramento, CA 95814-4052 120 Broadway, 23rd Floor
Or: Any office of the Dept. of Corporations New York, NY 10271
HAWAII NORTH DAKOTA
Commissioner of Securities of the State of Hawaii Securities Commissioner
Dept. of Commerce and Consumer Affairs 600 East Boulevard Ave
Business Registration Div., Securities Compliance Branch State Capitol, 5th Floor
335 Merchant Street, Room 205 Bismarck, ND 58505-0510
Honolulu, Hawaii 96813
ILLINOIS RHODE ISLAND
Office of the Attorney General Department of Business Regulation
Franchise Bureau Securities Division
500 South Second Street John O. Pastore Complex
Springfield, IL 62701 1511 Pontiac Ave., Building 69-1
Cranston, RI 02920-4407
INDIANA SOUTH DAKOTA
Secretary of State Department of Labor and Regulation
Franchise Section Securities Regulation
Indiana Securities Division 124 S Euclid, Suite 104
302 W. Washington Street, Rm. E-111 Pierre, SD 57501
Indianapolis, IN 46204
MARYLAND VIRGINIA
Maryland Division of Securities State of Virginia
200 St. Paul Place, 20th Floor Division of Securities and Retail Franchising
Baltimore, MD 21202-2020 1300 East Main Street
Richmond, VA 23219
MICHIGAN WASHINGTON
The Michigan Attorney General Dept. of Financial Institutions
Consumer Protection Division General Administration Bldg., Room 300
525 W. Ottawa Street 150 Israel Rd SW
Williams Bldg., 1st Floor Tumwater, WA 98501
Lansing, Michigan 48933
MINNESOTA WISCONSIN
Commissioner of Securities Wisconsin Securities Commission
for the State of Minnesota Securities & Franchise Registration
85 7th Place East, Suite 500 201 W Washington Ave
St. Paul, Minnesota 55101-2198 Madison, WI 53703

The names and addresses of administrators for additional states are available upon request.

Updated 2018

393
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.

When and When began


Entity Name Where Franchising Description of Operations
Formed (if applicable)
Baskin-Robbins Australia 5/22/1990 Not applicable Baskin-Robbins Australia imports ice cream
Pty Ltd Australia 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 5/25/2006 2006 DB Canadian Franchising ULC serves as
ULC Nova Scotia franchisor for all Canadian franchise
unlimited arrangements, owns certain IP rights in
liability Canada, owns real property in Canada, and
enters into leases for real property in Canada.
company
DD Brasil Franchising Ltda. 5/8/2014 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.
DB Mexican Franchising 10/20/2006 2006 DB Mexican Franchising was formed to
LLC Delaware acquire for resale certain assets of existing
limited liability Mexican franchisees and serves as the
company Franchisor in Mexico.
BR UK Franchising LLC 12/5/2014 2015 BR UK Franchising LLC resells ice cream
Delaware manufactured by Silver Pail through a
limited liability licensing arrangement to customers within
company the United Kingdom and serves as franchisor
to all Baskin-Robbins points of distribution
located in the UK.
Dunkin’ Brands Australia 10/13/2010 Not applicable Dunkin’ Brands Australia Pty. Ltd services
Pty Ltd Australia the franchisees of the Australia joint venture
by collecting holding monies related to the
Baskin-Robbins Australia Advertising Fund.
Dunkin’ Brands Canada 11/30/1970 Not applicable Dunkin Brands Canada ULC resells ice
ULC Ontario cream to customers located in Canada and
(continued into provides services to Canadian franchisees of
British DB Canadian Franchising ULC.
Columbia as of
12/10/2014)
Dunkin’ Brands 5/23/2012 Not applicable Dunkin’ Brands International DMCC trades
International DMCC Dubai in foodstuff and beverages.
Dunkin Brands (UK) 1/19/2006 Not applicable Dunkin Brands UK Limited services the
Limited United assets related to the Dunkin’ Donuts brand in
Kingdom the United Kingdom.
Dunkin’ Espanola, S.A. 6/29/1995 Not applicable Dunkin’ Espanola, S.A. has employees that
Spain provide professional services (franchising,
marketing services, etc.) to Dunkin’
franchisees in Spain.

394
Entity Name When and When began Description of Operations
Where Franchising
Formed (if applicable)
Dunkin’ Brands Deutschland 4/30/2015 Not applicable Provision of services and acquisition of
GmbH support tasks in connection with the
concession to franchisees for the operation of
restaurants, coffee shops and stores under the
brands "Dunkin 'Donuts" 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

Joint Ventures

When began
When and
Entity Name Franchising Description of Operations
Where Formed
(if applicable)
B-R 31 Ice Cream Co. Ltd 12/26/1973 1973 B-R 31 Ice Cream Co. Ltd manufactures and
Japan sells ice cream products to Baskin-Robbins
franchisees operating in Japan, operates
Baskin-Robbins points of distribution in Japan
and subfranchises the Baskin-Robbins brand
to franchisees operating points of distribution
in Japan or Taiwan.
B-R Korea Co. Ltd 4/19/1985 1985 B-R Korea Co. Ltd manufactures and sells ice
Korea cream products to Baskin-Robbins franchisees
operating in South Korea, operates Dunkin
Donuts and Baskin-Robbins points of
distribution in South Korea and subfranchises
the Dunkin Donuts and Baskin-Robbins
brands to franchisees operating points of
distribution in South Korea.
Palm Oasis Ventures Pty Ltd. 4/10/2013 2013 Palm Oasis Ventures Pty Ltd was formed to
franchise Baskin-Robbins restaurants in
Australia

395
Appendix III

SCHEDULES/ADDENDA/NOTICES REQUIRED BY VARIOUS STATES

Appended hereto is a copy of the indicated Schedules/Addenda/Notices required by the various states:

Hawaii

•Addendum to FDD

Illinois

•Schedule IL to Franchise Agreement

•Addendum to Store Development Agreement

Minnesota

•Schedule MN to Franchise Agreement

Rhode Island

•Schedule RI to Franchise Agreement and FDD

396
SCHEDULE “HI”
ADDENDUM TO HAWAII DISCLOSURE DOCUMENT
THESE FRANCHISES WILL BE/HAVE BEEN FILED UNDER THE FRANCHISE INVESTMENT LAW OF THE
STATE OF HAWAII. FILING DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION OR
ENDORSEMENT BY THE DIRECTOR OF COMMERCE AND CONSUMER AFFAIRS OR A FINDING BY THE
DIRECTOR 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, OR SUBFRANCHISOR, 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, OR SUBFRANCHISOR, WHICHEVER OCCURS FIRST, A COPY OF
THE DISCLOSURE DOCUMENT, TOGETHER WITH A COPY OF ALL PROPOSED AGREEMENTS RELATING
TO THE SALE OF THE FRANCHISE.

THIS DISCLOSURE DOCUMENT CONTAINS 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 THE FRANCHISEE.

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.

BASKIN-ROBBINS
SUPPLEMENTAL INFORMATION
[Required to be inserted by the State of Hawaii]
1. States in which this proposed registration application is effective:
Minnesota and Hawaii.
There are additional states for which Baskin-Robbins maintains exemption from registration.
2. States in which this proposed registration application is or will be shortly on file:
None
3. States that have refused to register this franchise offering:
None.
4. States that have revoked or suspended the right to offer franchises:
None
5. States in which this proposed registration of these franchises has been withdrawn within the last five
years, and the reasons for revocation or suspension:
None.
Franchisor’s Costs And Source Of Funds

1. Disclose the Franchisor’s total costs for performing its pre-opening obligations to provide goods or services in connection
with establishing each franchised business, including real estate, improvements, equipment, inventory, training and other
items stated in the offering:

Category Costs
Real Estate n/a
Improvements n/a
Equipment n/a
Inventory n/a
Training $2,500 to $5,000
Other (describe) n/a
Totals $2,500 to $5,000

2. State separately the sources of all required funds: Initial Franchise Fees

397
2018
SCHEDULE “IL”
ADDENDUM TO FRANCHISE AGREEMENT
SPECIAL TERMS AND CONDITIONS
APPLICABLE IN THE STATE OF ILLINOIS

SECTIONS 16.6: CHOICE OF LAW


Section 4 of the Illinois Franchise Disclosure Act of 1987 provides as follows:
Jurisdiction and Venue
Section 4. Any provision in a franchise agreement which designates jurisdiction or venue in a forum outside of
this State is void with respect to any cause of action which otherwise is enforceable in this State, provided that a
franchise agreement may provide for arbitration in a forum outside of this State.

The Illinois Attorney General's Office has taken the position that the foregoing provision applies to the choice of which
state's law shall govern this Agreement. Accordingly, the Franchise Agreement is hereby amended by adding the following
thereto:

"To the extent that Section 16.6 of this Agreement conflicts with or is unenforceable under Section 4 of the Illinois
Franchise Disclosure Act of 1987, the provisions of said Section 4 shall apply."

SECTIONS 15.0 and 16.7: WAIVER OF COMPLIANCE


Section 41 of the Illinois Franchise Disclosure Act of 1987 provides as follows:

Any condition, stipulation or provision purporting to bind any person acquiring any franchise to waive
compliance with any provision of this Act is void. This Section shall not prevent any person from entering into a
settlement agreement or executing a general release regarding a potential or actual lawsuit filed under any of the
provisions of this Act, nor shall it prevent the arbitration of any claim pursuant to the provisions of Title 9 of the
United States Code.

The Illinois Attorney General's Office has taken the position that Section 15.0 and Section 16.7 would effectively constitute
a waiver of FRANCHISEE’s rights under Illinois law and such waiver is not permissible under said Section 41.

To the extent required by Section 41 of the Illinois Franchise Disclosure Act of 1987, Section 15.0 and Section 16.7 of the
Franchise Agreement are hereby null and void.
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.

FRANCHISOR: FRANCHISEE:

_____________________________________ ______________________________________

398
2018

ADDENDUM TO STORE DEVELOPMENT AGREEMENT


REQUIRED BY
THE ILLINOIS FRANCHISE AND DISCLOSURE ACT OF 1987

The following provisions are added to the Store Development Agreement (“SDA”) to the extent required by the Illinois
Franchise and Disclosure Act of 1987:

1. Section 10.A. of the SDA, entitled "Waiver of Rights" shall be supplemented by the addition of the following
paragraph: "Any condition, stipulation or provision purporting to bind any person acquiring any franchise to
waive compliance with any provision of this Act is void. This Section shall not prevent any person from
entering into a settlement agreement or executing a general release regarding a potential or actual lawsuit
filed under any of the provisions of this Act, nor shall it prevent the arbitration of any claim pursuant to the
provisions of Title 9 of the United States Code."

2.
Section 11.B of the SDA, shall be supplemented by the addition of the following paragraphs:
“Any condition, stipulation, or provision purporting to bind any person acquiring any franchise to waive
compliance with any provision of the Illinois Franchise Disclosure Act of 1987 is void.”

"Any provision in a franchise or franchise related agreement which designates jurisdiction or venue in a
forum outside of Illinois is void with respect to any cause of action which otherwise is enforceable in Illinois,
provided that such agreement may provide for arbitration in a forum outside of Illinois."

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 hereto have executed this Addendum as of the same date as the Agreement.

LICENSOR LICENSEE
*_________________________________________
a **________________________________________
______________________________________
Name:
Title: __________________________________________
Name:
Title:
*insert corporate or partnership name, if any
**insert state of origin and type of entity

LICENSEE
(Individual)

__________________________________________
Name:

__________________________________________
Name:

399
2018
SCHEDULE “MN”
ADDENDUM TO THE FRANCHISE AGREEMENT
and the DUNKIN’ DONUTS and/or BASKIN-ROBBINS
FRANCHISE DISCLOSURE DOCUMENT(S)
SPECIAL TERMS AND CONDITIONS APPLICABLE IN THE STATE OF MINNESOTA

The Minnesota Department of Commerce requires Dunkin’ Donuts and/or Baskin-Robbins to include the following
provisions in the Franchise Agreement and the Dunkin’ Donuts and/or Baskin-Robbins Franchise Disclosure
Document(s). The following provisions amend the Franchise Agreement and Franchise Disclosure Document(s) to
the extent they are required and/or enforceable under Minnesota and/or United States law.

Section 9 of the Franchise Agreement and Item 13 of the Disclosure Document


Franchisor will protect FRANCHISEE's right to use the trademarks, service marks, trade names, logotypes or other
commercial symbols and/or indemnify FRANCHISEE from any loss, costs or expenses arising out of any claim, suit
or demand regarding the use of the name.

Section 15.0 of the Franchise Agreement and Item 17 of the Disclosure Document
(as acknowledged at FRANCHISEE’s signature lines)
Any references to arbitration must comply with Minn. Rule 2860.4400J. Arbitration thereunder is required to be
voluntary. This rule provides that FRANCHISEE cannot waive his rights to a trial.

Section 14.0 of the Franchise Agreement and Item 17 of the Disclosure Document
With respect to franchises governed by Minnesota law, Franchisor will comply with Minn. Stat. Sec. 80C.14, Subds.
3, 4 and 5 which require, except in certain specified cases, that FRANCHISEE be given 90 days notice of
termination (with 60 days to cure) and 180 days notice for non-renewal of the Franchise agreement.
Notice of termination under Minnesota law is effective immediately upon receipt where the alleged grounds for
termination or cancellation are:
(1) voluntary abandonment of the franchise relationship by the franchisee; or
(2) the conviction of the franchisee of an offense directly related to the business conducted pursuant to the
franchise; or
(3) failure to cure a default under the franchise agreement which materially impairs the goodwill associated with
the franchisor’s trade name, trademark, service mark, logo type, or other commercial symbol after the franchisee
has received written notice to cure of at least 24 hours in advance thereof;
Minnesota law provides that no person may terminate or cancel a franchise except for good cause. "Good cause" is
defined thereunder as failure by the franchisee to substantially comply with the material and reasonable franchise
requirements imposed by the franchisor, including, but not limited to: (1) the bankruptcy or insolvency of the
franchisee; (2) assignment for the benefit of creditors or similar disposition of the assets of the franchise business;
(3) voluntary abandonment of the franchise business; (4) conviction or a plea of guilty or no contest to a charge of
violating any law relating to a franchise business; or (5) any act by or conduct of the franchisee which materially
impairs the goodwill associated with the franchisor’s trademark, trade name, service mark, logo type, or other
commercial symbol.

Section 16.6 of the Franchise Agreement and Item 17 of the Disclosure Document
Minn. Stat. Sec. 80C.21 provides that a franchisor may not in any way abrogate or reduce any rights of a franchisee
as provided for in Minnesota Statutes Chapter 80C, including the right to submit matters to the jurisdiction of the
courts of Minnesota.

FRANCHISOR: FRANCHISEE:

__________________________________ ____________________________________

400
2018
SCHEDULE “RI”

ADDENDUM TO FRANCHISE AGREEMENT AND


FRANCHISE DISCLOSURE DOCUMENT(S)
SPECIAL TERMS AND CONDITIONS
APPLICABLE IN THE STATE OF RHODE ISLAND

The Rhode Island Department of Business Regulation, Securities Division requires Franchisor to include
the following provisions in the Franchise Agreement and the Dunkin’ Donuts and/or Baskin-Robbins
Franchise Disclosure Document. The following provisions amend the Franchise Agreement and
Franchise Disclosure Document(s) to the extent they are required and/or enforceable under Rhode Island
and/or United States law. This addendum 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 addendum to Disclosure Document
and Franchise Agreement.

Section 16.6 of the Franchise Agreement and Item 17. of the Disclosure Document:
S 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."

FRANCHISOR: FRANCHISEE:

__________________________________ __________________________________

401
Appendix IV

Table of Contents for Baskin-Robbins Retail Operations Manual


Table of Contents for Baskin-Robbins Food Safety System Manual

402
Baskin-Robbins® Retail Operations
January 3, 2018

403
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.

404
Table of Contents
Page
Cold Beverages ................................................................................................................. 6
Cold Beverages: Set Up Cold Beverages Station ........................................................... 6
Cold Beverages: Overview ............................................................................................. 8
Cold Beverages: Thaw Concentrate and Fruit Base ..................................................... 11
Cold Beverages: Prepare Cappuccino Pre-mix ............................................................ 13
Cold Beverages: Stock Cold Beverage Coolers ........................................................... 14
Cold Beverages: Check Ice Weight .............................................................................. 15
Cold Beverages: Prepare Milkshakes and Malts .......................................................... 17
Cold Beverages: Prepare Cappuccino Blast®— Original .............................................. 21
Cold Beverages: Prepare Cappuccino Blast®— Mocha and Caramel ........................... 26
Cold Beverages: Prepare Cappuccino Blast®— OREO® 'n Cookies ............................. 32
Cold Beverages: Prepare Cappuccino Blast®—Turtle .................................................. 37
Cold Beverages: Prepare Smoothie ............................................................................. 43
Cold Beverages: Prepare Freeze ................................................................................. 48
Cold Beverages: Prepare Ice Cream Soda (Optional) .................................................. 52
Cold Beverages: Prepare Ice Cream Float ................................................................... 55
Cold Beverages: Prepare Extra Thick Shakes with Soft Serve—Chocolate (BR Express
Locations Only) ............................................................................................................ 57
Cold Beverages: Prepare Extra Thick Shakes with Soft Serve — Vanilla (BR Express
Locations Only) ............................................................................................................ 59
Cold Beverages: Prepare Extra Thick Shakes with Soft Serve—Strawberry (BR Express
Locations Only) ............................................................................................................ 62
Cold Beverages: Prepare Extra Thick Shakes with Soft Serve — Jamoca® (BR Express
Locations Only) ............................................................................................................ 64
Cold Beverages: Recommended Quality Check ........................................................... 66
Cups and Cones Station.................................................................................................. 67
Cups and Cones Station: Overview .............................................................................. 68
Cups and Cones Station: Merchandise the Dipping Cabinet ........................................ 75
Cups and Cones Station: Arrange Ice Cream Tubs in Dipping Cabinet ........................ 77
Cups and Cones Station: Set Up Dipping Cabinet at Beginning of Day ........................ 81
Cups and Cones Station: Partial or Replace a Tub ...................................................... 83
Cups and Cones Station: Create a Partial Tub ............................................................. 86
Cups and Cones Station: Set Up Cups and Cones Station .......................................... 88
Cups and Cones Station: Prepare Waffle Batter........................................................... 89

Table of Contents January 3, 2018 3


405
Cups and Cones Station: Make Waffle Cones and Bowls ............................................ 91
Cups and Cones Station: Make Chocolate-Dipped/Decorated Waffle Cones and Bowls
..................................................................................................................................... 94
Cups and Cones Station: Recommended Practice to Weigh a Portion of Hard Scoop Ice
Cream .......................................................................................................................... 96
Cups and Cones Station: Maintaining the Station......................................................... 97
Cups and Cones Station: Use Waffle Cone and Bowl Merchandisers ........................ 106
Cups and Cones Station: Prepare Soft Serve Cone ................................................... 107
Cups and Cones Station: Prepare Hard Scoop Cone ................................................. 109
Cups and Cones Station: Prepare Soft Serve Cup ..................................................... 111
Cups and Cones Station: Prepare Hard Scoop Cup ................................................... 113
Cups and Cones Station: Break Down Station at End of Day ..................................... 115
Cups and Cones Station: Clean Waffle Iron Daily ...................................................... 119
Cups and Cones Station: Defrost and Clean Dipping Cabinet Weekly ....................... 120
Cups and Cones Station: Recommended Quality Checks .......................................... 126
Baskin-Robbins® Merchandising.................................................................................... 127
Online Ordering (eCommerce) ...................................................................................... 129
Online Ordering: Overview ......................................................................................... 130
Online Ordering: Getting Started ................................................................................ 133
Online Ordering: Order Retrieval ................................................................................ 134
Online Ordering: Guest Order Pick Up ....................................................................... 136
Online Ordering: POS Operations .............................................................................. 137
Sundaes and Splits Station ........................................................................................... 141
Sundaes and Splits: Overview.................................................................................... 142
Sundaes and Splits: Set Up Sundaes and Splits Station ............................................ 144
Sundaes and Splits: Prepare and Store Heated Toppings.......................................... 148
Sundaes and Splits: Prepare and Store Marshmallow Topping .................................. 149
Sundaes and Splits: Prepare and Store Strawberry Topping ...................................... 150
Sundaes and Splits: Prepare and Store Pineapple Topping ....................................... 152
Sundaes and Splits: Prepare Cherry-Almond Tower .................................................. 153
Sundaes and Splits: Prepare and Store Bananas....................................................... 154
Sundaes and Splits: Prepare White Cake and Fudge Brownie Cubes ........................ 157
Sundaes and Splits: Prepare Banana Royale Sundae ............................................... 159
Sundaes and Splits: Prepare Reese's® Peanut Butter Cup Sundae ........................... 161
Sundaes and Splits: Prepare Made with Snickers® Sundae ....................................... 163
Sundaes and Splits: Prepare Chocolate Chip Cookie Dough Sundae ........................ 164
Sundaes and Splits: Prepare OREO® Layered Sundae .............................................. 166
Sundaes and Splits: Prepare Classic Banana Split .................................................... 168
Sundaes and Splits: Recommended Banana Splits Quality Check ............................. 170
Soft Serve Products (Optional) ...................................................................................... 170
Soft Serve Products: Overview................................................................................... 171
Soft Serve Products: Thaw Soft Serve Mix ................................................................. 173
Soft Serve Products: Prepare Soft Serve Cone Drizzle .............................................. 174
Soft Serve Products: Soft Serve Opening Procedures................................................ 175

4 January 3, 2018 Table of Contents


406
Soft Serve Products: Set Up Soft Serve Parfaits Station ............................................ 177
Soft Serve Products: Maintain Soft Serve Machine During the Shift ........................... 181
Soft Serve Products: Prepare 31° Below® Mix-In Treats............................................. 184
Soft Serve Products: Prepare Soft Serve Parfait ........................................................ 187
Soft Serve Machine Daily Closing Procedures ........................................................... 189
Clean Soft Serve Machine Weekly ............................................................................. 191
Perform Quarterly Preventative Maintenance for Soft Serve Machine ........................ 199
Soft Serve Products: Recommended Quality Checks ................................................. 199
Take-home Ice Cream and Treats ................................................................................. 201
Take-home Ice Cream and Treats: Overview ............................................................. 201
Take-home Ice Cream and Treats: Set Up Area for Take-home Ice Cream and Treats
................................................................................................................................... 205
Take-home Ice Cream and Treats: Maintain Area for Take-home Ice Cream and Treats
During the Shift .......................................................................................................... 207
Tub Cutter Operation: Overview ................................................................................. 210
Tub Cutter Operation: Assemble the Tub Cutter......................................................... 211
Tub Cutter Operation: Clean the Tub Cutter ............................................................... 211
Tub Cutter Operation: Replacing the Blade on the Tub Cutter.................................... 213
Tub Cutter Operation: Replacing the Wire on the Tub Cutter ..................................... 213
Prepare Bulk Ice Cream ............................................................................................. 214
Take-home Ice Cream and Treats: Prepare Soft Serve Cookie Sandwiches .............. 217
Take-home Ice Cream and Treats: Prepare Fresh-Packed Ice Cream ....................... 218
Take-home Ice Cream and Treats: Prepare Clown Cones ......................................... 223
Take-home Ice Cream and Treats: Prepare Polar Pizza ............................................ 226
Break Down Area for Take-home Ice Cream and Treats ............................................ 229
Take-home Treats: Recommended Quality Checks ................................................... 230
Warm Desserts.............................................................................................................. 232
Warm Desserts: Overview .......................................................................................... 233
Warm Desserts: Handling Cookies ............................................................................. 234
Warm Desserts: Merchandising Cookies .................................................................... 235
Warm Desserts: Prepare Warm Cookie Sundaes....................................................... 236
Warm Desserts: Prepare Warm Cookie Sandwiches ................................................. 239
Warm Desserts: Handling Brownie Pieces for Warm Brownie Sundae ....................... 242
Warm Desserts: Prepare Warm Brownie Sundae....................................................... 243
Warm Desserts: Equipment Cleaning & Maintenance ................................................ 245

Table of Contents January 3, 2018 5


407
Food Safety System
January 18, 2018

408
Credits and Copyright

THE MATERIALS ON THIS SITE OR IN THIS MANUAL 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 AND OPERATING SYSTEMS
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.

409
Table of Contents
Page
Food Safety System Introduction ....................................................................................... 5
Food Safety System Overview .......................................................................................... 5
Food Safety Basics ........................................................................................................... 7
Duties of Person in Charge ............................................................................................... 8
Imminent Health Risks....................................................................................................... 9
Imminent Health Risks ................................................................................................... 9
Employee Health and Habits ........................................................................................... 10
Illness and Symptoms .................................................................................................. 10
Personal Hygiene ......................................................................................................... 12
Hand Washing ............................................................................................................. 14
Bare Hand Contact....................................................................................................... 17
Personal Items and Behaviors...................................................................................... 17
Cleaning and Sanitation .................................................................................................. 18
Ware Washing Sink ...................................................................................................... 19
Cleaning ....................................................................................................................... 21
Sanitizing ..................................................................................................................... 22
Chemicals .................................................................................................................... 24
Cleaning Tools ............................................................................................................. 25
Time and Temperature .................................................................................................... 26
Thermometers .............................................................................................................. 27
Time and Temperature Controls ................................................................................... 30
Managing Product ........................................................................................................... 33
Source-Products-Suppliers .......................................................................................... 33
Receiving ..................................................................................................................... 34
Storage ........................................................................................................................ 35
Dating .......................................................................................................................... 37
Labeling ....................................................................................................................... 38
Allergen Management .................................................................................................. 38
Retail and Promotional Products .................................................................................. 41
DBI Promotional Products Policy .................................................................................. 41
Food Security ............................................................................................................... 42
Premises and Facilities.................................................................................................... 43
Minimum Design Requirements ................................................................................... 43
Pest Management ........................................................................................................ 46

Table of Contents January 18, 2018 3


410
Water Supply ............................................................................................................... 48
Service Animals in Restaurants ....................................................................................... 49
Appendix ......................................................................................................................... 49
Appendix ...................................................................................................................... 49
Glossary .......................................................................................................................... 53
Glossary ....................................................................................................................... 53

4 January 18, 2018 Table of Contents


411
Appendix V

Region List

Regions for BR Standalone Stores as defined for Item 19

East Mountain West

STATES: STATES:

AL AK
CT AZ
DC CO
FL ID
GA LA Only Bossier & Caddo Counties

IA MT
IL NM
IN OR Only Malheur County
Excluding Brazoria, Fort Bend,
Galveston, Harris, Hidalgo, Jefferson,
KY TX Montgomery, & Nueces Counties
Except Bossier & Caddo
Excluding Washington County
LA Counties UT
MD WA Excluding Clark & Cowlitz Counties

MI WY
MO
MS West-South
NC
NJ STATES:

NY
CA Excluding the following counties – Kern,
Los Angeles, Orange, Riverside, San
Bernardino, San Diego, Santa Barbara,
OH Ventura
PA West North
SC
TN STATES:
Only Brazoria, Fort Bend, Only the following counties – Kern, Los
Galveston, Harris, Hidalgo, Angeles, Orange, Riverside, San
Jefferson, Montgomery, & Bernardino, San Diego, Santa Barbara,
TX Nueces Counties CA Ventura
VA HI
WI NV
WV OR Excluding Malheur County

UT Only Washington County

WA

412
Regions for Combo Restaurants as defined for Item 19
Northeast
DMA DMA
500 Portland, ME 532 Albany-Schenectady-Troy, NY
501 Metro, NY 533 Hartford-New Haven, CT
502 Binghamton, NY 537 Bangor, ME
504 Philadelphia, PA 538 Rochester, NY
506 E. Mass/Southern, NH 543 Springfield, MA
508 Pittsburgh, PA 549 Watertown, NY
514 Buffalo, NY 552 Presque Isle, ME
516 Erie, PA 555 Syracuse, NY
521 Providence, RI 565 Elmira, NY
523 Burlington, VT-Plattsburgh, NY 566 Lancaster/Harrisburg/York, PA
526 Utica, NY 574 Johnstown/Altoona, PA
577 Wilkes Barre-Scranton, PA

Midwest
DMA DMA
505 Detroit, MI 613 Minneapolis, MN
509 Fort Wayne, IN 616 Lawrence, KS
510 Cleveland, OH 617 Milwaukee, WI
513 Flint-Saginaw-Bay City, MI 619 Springfield, MO
515 Cincinnati, OH 624 Sioux City, IA
527 Indianapolis, IN 631 Ottumwa/Kirksville , MO
535 Columbus, OH 632 Paducah, KY-Cape Girardeau, MO-
Harrisburg/Mount Vernon, IL
536 Youngstown, OH 637 Cedar Rapids, IA
540 Traverse City, MI 638 St. Joseph, MO
542 Dayton, OH 648 Champaign/Springfield, IL
547 Toledo, OH 652 Omaha, NE
551 Lansing, MI 658 Green Bay/Appleton, WI
553 Marquette, MI 669 Madison, WI
554 Wheeling, Il/Steubenville, IL 675 Peoria/Bloomington, IL
558 Lima, OH 676 Duluth MN/Superior, WI
563 Grand Rapids, MI 678 Wichita, KS
581 Terre Haute, IN 679 Des Moines, IA
582 Lafayette, IN 682 Davenport, IA-Rock Island/Moline, IL
583 Alpena, MI 687 Minot, ND
588 South Bend, IN 702 La Crosse/Eau Claire, WI
596 Zanesville, OH 705 Wausau-Rhinelander ,WI
602 Chicago, IL 717 Quincy/Hannibal, MO
603 Joplin- Pittsburgh, MO 722 Lincoln & Hastings-Kearney, NE
604 Columbia/Jefferson City, MO 724 Fargo/Valley City, ND
605 Topeka, KS 725 Sioux Falls, SD
609 St. Louis, MO 737 Mankato, MN
610 Rockford, IL 740 North Platte, NE
611 Rochester, MN-Mason City, IA-Austin, MN 764 Rapid City, SD

South
DMA DMA
503 Macon, GA 622 New Orleans, LA
507 Savannah, GA 623 Dallas, TX
511 Washington, DC 625 Waco, TX
512 Baltimore, MD 626 Victoria, TX

413
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- 686 Mobile, AL/Pensacola, FL
Anderson, SC
569 Harrisonburg, VA 691 Huntsville/Decatur, AL
570 Myrtle Beach/Florence, SC 692 Beaumont/Port Arthur, TX
571 Fort Myers, FL 693 Little Rock/Pine Bluff, AR
573 Roanoke, VA 698 Montgomery, AL
575 Chattanooga, TN 709 Tyler, TX
576 Salisbury, MD 710 Hattiesburg/Laurel, MS
584 Charlottesville, VA 711 Meridian, MS
592 Gainesville, FL 716 Baton Rouge, LA
597 Parkersburg, WV 718 Jackson, MS
598 Clarksburg/Weston, WV 734 Jonesboro, AR
600 Corpus Christi, TX 736 Bowling Green, KY
606 Dothan, AL 746 Biloxi/Gulfport, MS
612 Shreveport, LA 749 Laredo, TX
618 Houston, TX 765 El Paso, TX

West
DMA DMA
751 Denver, CO 801 Eugene, OR
752 Colorado Springs, CO 802 Eureka, CA
753 Phoenix, AZ 803 Los Angeles, CA
754 Butte/Bozeman, MT 804 Palm Springs, CA
755 Great Falls, MT 807 San Francisco, CA
756 Billings, MT 810 Yakima-Pasco-Richland-Kennewick, WA
757 Boise, ID 811 Reno, NV
758 Idaho Falls, ID 813 Medford/Klamath Falls, OR
759 Cheyenne, WY 819 Seattle, WA
760 Twin Falls, ID 820 Portland, OR
762 Missoula, MT 821 Bend, OR
766 Helena, MT 825 San Diego, CA

414
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

415
Appendix VI-A
Baskin-Robbins Current Franchisees
Baskin-Robbins Current Area Developers

Note: The list of currently operating Baskin-Robbins Restaurants is divided alphabetically by Restaurant
state location:

List of Currently Operating Baskin-Robbins Restaurants:

Restaurant #, Current Franchisee, Restaurant Address, Phone

Alaska
336654, BR, Seung Choi, 3030 Denali St Ste 7, Anchorage, AK, (907)276-1955
353708, BR, Masanori Akers, 135 W Dimond Blvd, Anchorage, AK, (907)349-3642
355237, BR, Ryan Kim, 800 E Dimond Blvd Suite 104, Anchorage, AK, (907)336-3331
362220, BR, Masanori Akers, 5678 Debarr Rd, Anchorage, AK, (907)337-6441

Alabama
348376, BR, Joshua Nichols, 700 Schillinger Rd S Suite 9, Mobile, AL, (251)635-1555
350436, BR, Jonathon Ferguson, 7830 Highway 72 W Ste 285, Madison, AL, (256)722-5755
360576, BR, Byron Ferguson, 5000 Whitesburg Dr S Suite 156, Huntsville, AL, (256)881-7920
362296, BR, Magneshkumar Patel, 3064 Ross Clark Cir, Dothan, AL, (334)792-8221

Arizona
333518, BR, Mike Ruben, 1666 Bissell Ave Bldg 82301, Fort Huachuca, AZ, (520)459-4275
339292, BR, Daniel Ward, 7555 N. La Cholla Blvd, Tucson, AZ, (520)531-9198
339871, BR, Chanjin Park, 4025 E Chandler Blvd Ste 64, Phoenix, AZ, (480)704-2731
342426, BR, Leei Song, 6501 E. Greenway Pkwy Suite #2, Scottsdale, AZ, (480)998-0310
343521, BR, Sarah Wise, 2487 S Gilbert Rd, Gilbert, AZ, (480)899-4859
343776, BR, Gina Kaiser, 13000 W. Indian School Rd Suite A-11, Litchfield Park, AZ, (623)535-4488
343855, BR, Daniel Ward, 8140 S. Houghton Rd Unit 120, Tucson, AZ, (520)574-0405
345433, BR, Gina Kaiser, 29455 N. Cave Creek Rd, Phoenix, AZ, (480)563-1014
345444, BR, Jesse Springston, 24870 N. Lake Pleasant Pkwy Suite 101, Peoria, AZ, (623)566-4013
349096, BR, Gina Kaiser, 15530 W Roosevelt St Ste E105, Goodyear, AZ, (623)882-3311
349116, BR, William Vanderbok, 21151 E Rittenhouse Rd Suite 105, Queen Creek, AZ, (480)888-8877
350836, BR, Scott Simmons, 1144 W Iron Springs Rd, Prescott, AZ, (928)777-7001
352144, BR, Gina Kaiser, 15423 W Waddell Rd Suite 103, Surprise, AZ, (623)584-0256
352194, BR, Chanjin Park, 3455 Stockton Hill Rd, Kingman, AZ, (928)757-2415
352678, BR, Scott Simmons, 150 State Route 179 Suite #3, Sedona, AZ, (928)282-4800
354195, BR, Chanjin Park, 2840 Highway 95 Ste 204, Bullhead City, AZ, (928)758-2060
354573, BR, Gina Kaiser, 1933 S Ballpark Way Goodyear Stadium, Goodyear, AZ, N/A
354743, BR, Scott Simmons, 3655 W Anthem Way Suite C-113, Anthem, AZ, (623)551-3561
355039, BR, Sarah Wise, 1939 E Baseline Rd Suite 112, Gilbert, AZ, (480)813-4988
357036, BR, Jason Kaiser, 15850 N Bullard Ave Surprise Stadium, Surprise, AZ, (602)803-2194
360173, BR, Daniel Ward, 2648 E. Speedway Blvd, Tucson, AZ, (520)327-6451
360178, BR, Daniel Ward, 8670 E. Broadway Blvd, Tucson, AZ, (520)721-4171
360206, BR, Joann Whitehead, 4021 N. 75th Ave, Phoenix, AZ, (623)846-2944
360208, BR, James Wise, 1715 E Guadalupe Rd, Tempe, AZ, (480)839-5154
360209, BR, Harshad Mehta, 13220 W. Van Buren St # 110, Goodyear, AZ, (623)932-4420
360210, BR, Junjie Zhou, 1104 S Milton Rd, Flagstaff, AZ, (928)779-1012
361437, BR, Gina Kaiser, 7665 W. Bell Rd Suite 101 Arrowhead Crossing Ctr, Peoria, AZ, (623)486-5447
361441, BR, Kuei Song, 4547 E Cactus Rd , Phoenix, AZ, (602)996-2904
361443, BR, Leei Song, 3108 S. McClintock Dr Southern Palms Center Ste 1, Tempe, AZ, (480)820-3916
361445, BR, Hermila Ekabutr, 4326 W. Bell Rd Ste 1, Glendale, AZ, (602)978-4249
361447, BR, Hermila Ekabutr, 8841 N 19th Ave Ste 1, Phoenix, AZ, (602)997-5144
361449, BR, Patricia Vanderbok, 4406 E. Main St #101, Mesa, AZ, (480)924-1251
361457, BR, Patricia Vanderbok, 1229 S. Power Rd S Ste 103, Mesa, AZ, (480)985-3131

California
330599, BR, Jacek Kwiecinski, 7938 E Florence Ave , Downey, CA, (562)928-1995

416
330669, BR, Douglas Morgan, 557 W Los Angeles Ave Mission Bell Plaza Ste 6, Moorpark, CA, (805)529-5360
330674, BR, Bruce Dake, 4538 Lone Tree Wy , Antioch, CA, (925)754-9693
330690, BR, Parmjit Kandola, 965 S. Tracy Blvd #4A, Tracy, CA, (209)830-0900
330711, BR, Hirdepal Bhangu, 1684 Countryside Dr #G-2 , Turlock, CA, (209)656-8841
330739, BR, Harbhajan Dadwal, 1534d Freemont Blvd , Seaside, CA, (831)899-0103
331089, BR, Carol Bahari, 2084 S. Atlantic Blvd , Monterey Park, CA, (323)722-5094
331170, BR, Amit Bhardwaj, 269 Soscol Ave , Napa, CA, (707)265-0544
331176, BR, Douglas Haw, 25884 The Old Rd , Santa Clarita, CA, (661)284-1331
331439, BR, Alan Lee, 247 W Jackson St , Hayward, CA, (510)887-5617
331508, BR, Ann Maddox, 111 S. Maag Ave Suite C, Oakdale, CA, (209)848-3100
331523, BR, A. S. Rahman, 18100 Chatsworth St , Granada Hills, CA, (818)832-1764
331527, BR, Cynthia Guhl, 4201 Oceanside Blvd Unit A, Oceanside, CA, (760)631-1375
331735, BR, Jagroop Thiara, 2900 Standiford Ave Ste.16A City Gate Shopping Ctr, Modesto, CA, (209)579-2731
331793, BR, Farhad Simab, 13310 Osborne St , Arleta, CA, (818)834-2623
331835, BR, Parag Patel, 203 W. Imperial Hwy Suite G, Brea, CA, (714)529-3199
331963, BR, Ali Navabpour, 35670 Fremont Blvd , Fremont, CA, (510)796-5100
332020, BR, Adnan Siddiqui, 2065 E Katella , Anaheim, CA, (714)385-8113
332047, BR, Cynthia Guhl, 1123 S. Mission Rd , Fallbrook, CA, (760)728-8831
332053, BR, Ann Maddox, 6333 Oakdale Rd Suite E, Riverbank, CA, (209)869-3131
332069, BR, Rajesh Patel, 301 Vann St , Williams, CA, (530)473-3247
332072, BR, Saaniya Kwatra, 2110 White Ln , Bakersfield, CA, (661)831-2120
332073, BR, Saaniya Kwatra, 2673 Fashion Pl , Bakersfield, CA, (661)873-1636
332096, BR, Nirmal Gill, 1928 Clovis Ave , Clovis, CA, (559)298-3435
332103, BR, Bahman Nayebi, 21737 Avalon Blvd , Carson, CA, (310)549-6568
332278, BR, Huot Khov, 7379 Milliken Ave Suite 130, Rancho Cucamonga, CA, (909)481-1130
332282, BR, Jeffrey Chappell, 6021 Pacific Ave , Stockton, CA, (209)952-2961
332374, BR, Reem Elhindi, 570 Battery St , San Francisco, CA, (415)788-6467
332450, BR, Pinki Sall, 7301 Greenback Ln #C , Citrus Heights, CA, (916)727-6330
332452, BR, Greg Hershberger, 6706 Stanford Ranch Rd #D1 , Roseville, CA, (916)772-8646
332453, BR, Chris Kojayan, 3183 W Shaw Ave , Fresno, CA, (559)229-3131
332462, BR, Gordon Yee, 32232 Dyer St , Union City, CA, (510)471-3131
332463, BR, Jasmer Mann, 5920 Travel Park Cir , Gilroy, CA, (408)846-9724
332475, BR, Trudy Geyer, 900 E Bidwell St Ste 700, Folsom, CA, (916)983-0289
332515, BR, Malgorzata Szafran, 151 W Mcknight Way Ste C, Grass Valley, CA, (530)274-3188
332782, BR, Thomas O'Brien, 5821 Dennis Mcarthur Rd , Lebec, CA, (661)663-4367
332790, BR, Jong Min Kim, 109 E. Alameda Ave , Burbank, CA, (818)558-4000
333015, BR, Trudy Geyer, 5648 Folsom Blvd , Sacramento, CA, (916)450-9081
333016, BR, Joseph Narayan, 4720 Laguna Blvd. Suite 10, Elk Grove, CA, (916)683-3100
333446, BR, Tina Morgan, Skymaster Dr Bldg 650 Box 1505, Travis Air Force Base, CA, (707)437-4490
333528, BR, Vera Servies, Langford Lake Rd Bldg 918, Fort Irwin, CA, (337)537-3540
334721, BR, Pritesh Patel, 4355 Arden Way , Sacramento, CA, (916)489-5833
334725, BR, Alan Chun, 901d Edgewater Blvd , Foster City, CA, (650)573-5376
334750, BR, Frank Cohen, 241 W East Ave , Chico, CA, (530)891-1131
334769, BR, Kurt Bratton, 3378 Coach Lane , Cameron Park, CA, (530)672-9295
334915, BR, Shangara Singh, 423 W Main St , Visalia, CA, (559)733-7448
335550, BR, Mahmood Alam, 10109 Folsom Blvd , Rancho Cordova, CA, (916)364-0303
335617, BR, George Badalian, 2919 Los Feliz Blvd/#3 , Los Angeles, CA, (323)665-4566
335618, BR, Chris Im, 10941 Ventura Blvd , Studio City, CA, (818)755-3255
335708, BR, Survjit Cheema, 885 Colusa Ave , Yuba City, CA, (530)671-2210
335709, BR, Cynthia Guhl, 3737 Murphy Canyon Drive Stonecrest Shpg Ctr, San Diego, CA, (858)496-0707
336041, BR, Jeffrey Cohen, 424 S Main St Ste A, Orange, CA, (714)634-4900
336163, BR, Cynthia Guhl, 26580 Ynez Rd. Unit C , Temecula, CA, (951)296-0432
336165, BR, Chris Lindner, 7101 W. Yorktown Ave Bldg # 3 / Suite 108, Huntington Beach, CA, (714)536-9776
336203, BR, Jeffrey Dollinger, 39340 10th Street W , Palmdale, CA, (661)947-6500
336276, BR, Paula Djaja, 2130 Railroad Avenue , Pittsburg, CA, (925)439-9500
336287, BR, Bob Singh, 2221 McHenry Ave Suite C, Modesto, CA, (209)408-0668
336309, BR, Mohsin Shaikh, 136 W Orangethorpe Ave , Fullerton, CA, (714)680-0884
336348, BR, Ryan Lara, 8690 Sierra College Blvd Suite 150, Roseville, CA, (916)786-2211
336510, BR, Kiran Singh, 7685 N. Blackstone Avenue , Fresno, CA, (559)438-8790
336516, BR, Frank Cohen, 2009 Forest Ave , Chico, CA, (530)345-7331
336578, BR, Andrew Hess, 1312 E. Ontario Ave Suite 108, Corona, CA, (951)372-9495
336687, BR, Justin Dennis, 8417 Elk Grove Florin Road , Elk Grove, CA, (916)525-2531
336788, BR, Frank Yi, 25276 Marguerite Pkwy, Mission Viejo, CA, (949)768-1866
336806, BR, Douglas Dal Cielo, 1741 East Bayshore Road , East Palo Alto, CA, (650)289-9778

417
336829, BR, Mai Phan, 1610 E Chapman Ave , Orange, CA, (714)538-5626
336837, BR, Nick Radia, 14600 Baseline Rd Suite 400, Fontana, CA, (909)349-1540
336866, BR, Justin Dennis, 8240 Calvine Rd Ste G, Sacramento, CA, (916)525-1531
336976, BR, Kurt Bratton, 4311 Town Center Blvd Ste 440, El Dorado Hills, CA, (916)939-6760
336984, BR, Reem Elhindi, 10444D Twin Cities Rd , Galt, CA, (209)745-8646
337036, BR, Han Soo Lim, 3000 E. Imperial Hwy Ste 190, Brea, CA, (714)203-8335
337077, BR, Javaid Farooqi, 1699 Artesia Blvd , Gardena, CA, (310)329-0786
337078, BR, Gary Yarbrough, 8650 Genesee Avenue Ste 104, San Diego, CA, (858)552-9080
337109, BR, Danny Yeh, 430 W. Capitol Expy , San Jose, CA, (408)224-2031
337118, BR, Suk Chang, 212 S State College Blvd , Anaheim, CA, (714)772-3635
337171, BR, Letha Tran, 315 Vineyard Town Ctr , Morgan Hill, CA, (408)778-3388
337189, BR, Jae Yang, 838 E. Valley Blvd , Alhambra, CA, (626)458-0898
337212, BR, Salman Mehdi, 16280 Paramount Blvd Suite B, Paramount, CA, (562)602-8645
337242, BR, Frank Cohen, 2611 Foothill Blvd , La Crescenta, CA, (818)248-8244
337298, BR, Greg Hershberger, 2101 Natomas Crossing Dr , Sacramento, CA, (916)928-1188
337444, BR, Jong Lee, 521 N. Montebello Blvd , Montebello, CA, (323)727-2728
337468, BR, Maria Agnes Hjeltness, 171 Branham Ln Suite 11, San Jose, CA, (408)224-7153
337480, BR, Jeonghee Kim, 1441 Meadowview Rd Ste 114, Sacramento, CA, (916)399-8646
337554, BR, Kevin Le, 1460 Baker Street , Costa Mesa, CA, (714)751-5122
337837, BR, Zoya Khan, 510 Long Beach Blvd , Long Beach, CA, (562)901-3330
337909, BR, Frank Cohen, 2410 Sycamore Dr , Simi Valley, CA, (805)520-3113
337944, BR, Reem Elhindi, 2620 Gateway Oaks Dr Ste 110, Sacramento, CA, (916)921-8646
338116, BR, April Easter Alix, 603-A-East University Dr , Carson, CA, (310)538-0112
338137, BR, Farshid Bahari, 535 E Main St , Tustin, CA, (714)669-9300
338281, BR, Lester Turovitz, 4241 Elverta Rd Suite 101, Antelope, CA, (916)729-0100
338396, BR, Jae Yang, 8750 Washington Blvd , Pico Rivera, CA, (562)949-2038
338482, BR, Parag Patel, 27642 Antonio Pkwy Unit H1, Ladera Ranch, CA, (949)347-9131
338501, BR, San Whei Wen, 3002 San Gabriel Blvd , Rosemead, CA, (626)280-0066
338560, BR, Letha Tran, 1501 El Camino Real , Redwood City, CA, (650)367-6388
338681, BR, Lori Faries, 1055 Sperry Ave Ste B, Patterson, CA, (209)892-3131
338769, BR, Claudia Lara Salazar, 3351 W Century Blvd #104 , Inglewood, CA, (310)674-3131
338808, BR, Kyungwon Chung, 6965 Camino Arroyo Gilroy Crossing Shopping Ctr, Gilroy, CA, (408)847-3020
338857, BR, Tough Mao, 14001 Jeffrey Rd , Irvine, CA, (949)551-6360
338987, BR, Zareen Mahmud, 7024 Magnolia Ave , Riverside, CA, (951)682-3131
339028, BR, Binoy Kothari, 12602 Amargosa Rd. The Village Center Suite C, Victorville, CA, (760)245-3131
339114, BR, Manjit Ahluwalia, 20165 Saticoy St , Winnetka, CA, (818)341-5050
339739, BR, Jasbir Manak, 1543 Retherford St Horizon Outlet Center/C70, Tulare, CA, (559)688-6100
340238, BR, Shabnam Khan, 4051 Inglewood Ave #104 , Redondo Beach, CA, (310)679-5786
340372, BR, Tim Nguyen, 1924 Grant St Suite 2, Concord, CA, (925)798-1660
341537, BR, Pan Leong (Michelle) Yang, 2601 Blanding Ave # D, Alameda, CA, (510)865-2231
341547, BR, Binoy Kothari, 3503 W Stetson Ave Building 10ab, Unit G, Hemet, CA, (951)929-9862
341700, BR, Yunkyung Min, 1444 Pollard Rd , Los Gatos, CA, (408)871-7778
342034, BR, David Yadegar, 1950 W. Slauson Ave , Los Angeles, CA, (323)294-1131
342036, BR, Rakshit Patel, 1097 S. Green Valley Rd , Watsonville, CA, (831)728-8711
342210, BR, Joseph Hanokaee, 2661 E Florence Ave , Huntington Park, CA, (323)588-0703
342456, BR, Bikram Sandhu, 785 1st St , Gilroy, CA, (408)842-8842
342888, BR, Binoy Kothari, 12100 Palmdale Rd Suite B7, Adelanto, CA, (760)530-9122
342889, BR, Binoy Kothari, 12285 Apple Valley Rd , Apple Valley, CA, (760)240-1305
342935, BR, Parmjit Kandola, 3069 Travis Blvd , Fairfield, CA, (707)428-3131
342964, BR, Paul Gartiser, 150 N Wilma Ave , Ripon, CA, (209)599-5533
343299, BR, Phaisit Chia, 10930 Long Beach Blvd , Lynwood, CA, (310)742-3990
343413, BR, Kamal Dhami, 15108 S. Harlan Rd , Lathrop, CA, (209)858-0031
343909, BR, Phillip Guhl, 29991 Canyon Hills Rd Suite 1706, Lake Elsinore, CA, (951)244-6222
344264, BR, James Chiang, 7056 Archibald St , Eastvale, CA, (951)371-3111
344294, BR, Parag Patel, 23647 El Toro Rd , Lake Forest, CA, (949)770-6000
345529, BR, Amit Bhardwaj, 201 W Napa Suite #6, Sonoma, CA, (707)996-4385
345581, BR, Ali Raza, 13435 Telegraph Rd , Whittier, CA, (562)944-0831
345690, BR, Binny Malik, 1014 Plaza Dr , West Covina, CA, (626)814-3131
346072, BR, Bruce Pearson, 1607 Bellevue Rd , Atwater, CA, (209)358-7888
346530, BR, David Yadegar, 1850 W. Rosecrans Ave , Compton, CA, (310)638-3131
346677, BR, Phillip Guhl, 13477 Poway Rd Suite 601, Poway, CA, (858)486-3131
346679, BR, Ali Raza, 10939 Firestone Blvd , Norwalk, CA, (562)807-3638
347180, BR, Jennifer Fung, Westfield Main Place 2800 N Main Place Space 9220, Santa Ana, CA, (714)568-9968
347613, BR, Joe Quesada, 10742 Trinity Pkwy Suite B, Stockton, CA, (209)472-0222

418
347615, BR, Mai Phan, 3770 W McFadden Ave Ste C, Santa Ana, CA, (714)531-3031
347636, BR, Mario Delgadillo, 700 E. El Monte Way Suite D, Dinuba, CA, (559)591-2927
347674, BR, Perry Angress, 7695 White Ln , Bakersfield, CA, N/A
347870, BR, Tony Young, 5039 Whittier Blvd , Los Angeles, CA, (323)268-8976
347873, BR, Jinglian Lin, 9659 Milliken Ave Suite 106, Rancho Cucamonga, CA, (909)476-5777
348073, BR, Asad Ullah, 7956 Vineland Ave Suite A, Sun Valley, CA, (818)764-3131
348158, BR, Roscoe Ritchey III, 9075 Windsor Rd , Windsor, CA, (707)838-4872
348396, BR, Mahmood Hassan, 2663 Cropley Ave #10, San Jose, CA, (408)946-3800
348397, BR, Arshad Jamil, 30080 Haun Rd. Countryside Marketplace Suite #340, Menifee, CA, (951)301-1300
348425, BR, Prabhsharan Kooner, 5575 Balboa Ave Unit 3A, San Diego, CA, (858)292-5600
348609, BR, Amy Tsao, 3614 Pacific Coast Hwy #B, Torrance, CA, (310)375-3131
348619, BR, Kamal Dhami, 1717 Oakdale Road Suite F/G Oakmore Plaza, Modesto, CA, (209)521-3111
348687, BR, Jennifer Fung, 6000 Sepulveda Blvd Culver City Mall Suite K-176, Culver City, CA, (310)397-2303
348752, BR, Sukhjit Singh, 5150 E Kings Canyon Rd Peachtree Plaza, Fresno, CA, (559)252-3131
348976, BR, Kapil Ahuja, 3030 Plaza Bonita Rd #2075, Westfield Plaza Bonita, National City, CA, (619)267-7100
349302, BR, Javaid Farooqi, 2455 Sepulveda Blvd Unit #B, Torrance, CA, (310)320-1331
349354, BR, Mahmood Hassan, 357 Jacklin Rd Foothill Square, Milpitas, CA, (408)946-3100
349439, BR, Daljit Gill, 2180 W Cleveland Ave , Madera, CA, (559)673-3100
349761, BR, Lisa Lee, 759 S Vermont Ave Sun Plaza, Los Angeles, CA, (213)739-3131
349971, BR, Louis Donnelly, 6848 Skyway Suite B Paradise Shopping Center, Paradise, CA, (530)872-0310
350588, BR, Gary Yarbrough, 2260 Otay Lakes Rd Ste 109, Chula Vista, CA, (619)591-9631
350698, BR, Kapil Ahuja, 10550 Craftsman Way Ste 182, San Diego, CA, (858)673-4000
350835, BR, Patrick Blunt, 1772 E Avenida De Los Arboles Ste P, Thousand Oaks, CA, (805)409-7431
350892, BR, Mohammed Hussain, 775 W State Highway 20, Upper Lake, CA, (707)275-9090
350912, BR, Steven Kim, 631 Indian Hill Blvd Ste A, Pomona, CA, (909)629-1131
350936, BR, Mai Phan, 1736 E Meats Ave , Orange, CA, (657)221-0496
351053, BR, Sikander Faheem, 6895 Katella Ave , Cypress, CA, (714)821-3178
351449, BR, Roma Vilash, 4005 Manzanita Ave Ste 56, Carmichael, CA, (916)481-2379
351465, BR, Randy Coit, 501 N China Lake Blvd Suite D, Ridgecrest, CA, (760)384-3131
351752, BR, Andrew Jeong, 26582 Bouquet Canyon Rd , Santa Clarita, CA, (661)297-2131
351759, BR, Tariq Ahmed, 3840 Valley Centre Dr Suite 604, San Diego, CA, (858)350-4531
352332, BR, Paul Martinez, 328 N 2nd St , El Cajon, CA, (619)579-3131
352794, BR, Binoy Kothari, 16922 Main St Suite H, Hesperia, CA, (760)949-0342
353019, BR, Jaspreet Shergill, 585 I St , Reedley, CA, (559)638-3555
353057, BR, Lesli Barrios, 1375 W Adams Blvd Ste C, Los Angeles, CA, (323)766-7910
353158, BR, Amit Bhardwaj, 3373 Solano Ave , Napa, CA, (707)492-3431
353426, BR, Mohammad Abbas, 820 Sterling Pkwy , Lincoln, CA, (916)543-3000
353818, BR, Daljit Gill, 4425 W Ashlan Ave Suite #105, Fresno, CA, (559)271-0310
354304, BR, Navid Yadegar, 1723 W Imperial Hwy , Los Angeles, CA, (323)754-3131
354428, BR, Phaisit Chia, 9930 Atlantic Ave Suite #4, South Gate, CA, (323)521-3246
354605, BR, Zareh Tashjian, 645 E Shaw Ave #KK3 , Fresno, CA, (559)241-0144
354764, BR, Paul Martinez, 9665 Mission Gorge Rd B-1, Santee, CA, (619)328-1531
354871, BR, Gary Yarbrough, 1170 Broadway Suite 150, Chula Vista, CA, (619)576-3003
354893, BR, Cynthia Guhl, 500 Diamond Dr , Lake Elsinore, CA, N/A
354901, BR, Niloofar Ahmadian, 200 E Via Rancho Parkway Space 9024, Escondido, CA, (760)294-3434
354925, BR, Satwant Singh, 779 Story Rd Suite 55, San Jose, CA, (669)292-5161
354932, BR, Jeffrey Dollinger, 38024 47th St E Unit A, Palmdale, CA, (661)878-8748
355060, BR, David McCall, 282 Coddingtown Ctr , Santa Rosa, CA, (707)544-9516
355092, BR, Hemant Bhakta, 300 S Highland Springs Ave Suite 8C, Banning, CA, (951)769-1891
355101, BR, Jaswant Mann, 5125 W Goshen Ave , Visalia, CA, (559)636-8934
355121, BR, Harpreet Gill, 902 W Henderson Ave , Porterville, CA, (559)782-0031
355138, BR, Alejandro Kocherga, 791 Palm Ave Suite 103, Imperial Beach, CA, (619)651-8955
355435, BR, Navnit Mistry, 19221 Golden Valley Rd , Santa Clarita, CA, (661)250-0031
355531, BR, Navid Yadegar, 911 N La Brea Ave , Inglewood, CA, (310)670-0841
355595, BR, Vishal Mehta, 616 W Ventura St , Fillmore, CA, (805)625-7171
355658, BR, Sharooz Setarehshenas, 2614 Pico Blvd , Santa Monica, CA, (424)252-9359
355675, BR, Lesli Barrios, 11175 Sierra Ave Suite 300, Fontana, CA, (909)427-0922
356061, BR, Jamal Hatoum, 550 Hacienda Drive Suite 102 , Vista, CA, (760)630-1031
356259, BR, Mehrdad Poursalimi, 1941 N Rose Ave Ste 620, Oxnard, CA, (805)351-9450
356830, BR, Gary Yarbrough, 39028 Winchester Rd Suite #115, Murrieta, CA, (951)696-0331
356886, BR, David Carroll, 12190 Perris Blvd Suite E, Moreno Valley, CA, (951)243-5815
360000, BR, Edwin Amirian, 561 S. Lake Ave , Pasadena, CA, (626)795-9356
360002, BR, Varuzhan Tirityan, 1201 S Victory Blvd , Burbank, CA, (818)843-4651
360003, BR, Casey Stone, 419 N H St , Lompoc, CA, (805)736-3131

419
360004, BR, A. S. Rahman, 15224 Vanowen St , Van Nuys, CA, (818)782-1187
360005, BR, Said Rawani, 410 S Glendora Ave , West Covina, CA, (626)919-1244
360007, BR, James Means, 613 W Las Tunas Dr , San Gabriel, CA, (626)282-4069
360008, BR, James Ho, 3543 Atlantic Ave , Long Beach, CA, (562)426-8488
360012, BR, April Easter Alix, 1423 W Redondo Beach Blvd , Gardena, CA, (310)532-3353
360013, BR, James Means, 910 N San Fernando Blvd , Burbank, CA, (818)848-3609
360015, BR, Helen Bohl, 403 N Broadway , Santa Maria, CA, (805)925-7870
360016, BR, Zia Ul Haq, 432 Fair Oaks Ave , South Pasadena, CA, (626)799-8072
360017, BR, Brian Selander, 19465 Brookhurst St , Huntington Beach, CA, (714)963-4333
360019, BR, Rajsinh Thakur, 2657 W Lincoln Ave , Anaheim, CA, (714)827-0890
360021, BR, Said Rawani, 177 E. College St , Covina, CA, (626)332-2511
360022, BR, Yu Mi Kim, 5971 Warner Ave , Huntington Beach, CA, (714)846-3900
360023, BR, James Means, 1427 S Baldwin Ave , Arcadia, CA, (626)445-2491
360025, BR, Bahman Nayebi, 320 Avenue I , Redondo Beach, CA, (310)791-7040
360026, BR, Andrew Chesler, 10226 Balboa Blvd , Granada Hills, CA, (818)360-3163
360028, BR, Sadegh Nojouki, 738 Arneill Rd , Camarillo, CA, (805)482-9302
360029, BR, David Carroll, 925 N Sepulveda Blvd , Manhattan Beach, CA, (310)372-9366
360030, BR, Steven Kim, 202 E. Highland Ave , San Bernardino, CA, (909)883-1881
360032, BR, Javaid Farooqi, 29121 S Western Ave , Rancho Palos Verdes, CA, (310)548-6008
360035, BR, Sean Lee, 13424 Crenshaw Blvd , Gardena, CA, (310)515-9594
360037, BR, Shabnam Khan, 4066 S. Victoria Ave , Los Angeles, CA, (323)299-4014
360039, BR, Ami Pauley, 8807 1/2 La Mesa Blvd , La Mesa, CA, (619)462-7215
360041, BR, William Sunstrum, 1112 S Coast Hwy , Oceanside, CA, (760)722-0654
360042, BR, Mehrdad Poursalimi, 2853 E Main St , Ventura, CA, (805)648-4384
360047, BR, Varuzhan Tirityan, 4314 W Magnolia Blvd , Burbank, CA, (818)845-3131
360048, BR, Gazala Bhurawala, 7620 Topanga Canyon Blvd , Canoga Park, CA, (818)888-8657
360049, BR, Hanh Truong, 21D Penninsula Ctr , Rolling Hills, CA, (310)544-5044
360052, BR, Vage Asatryan, 3657 E Foothill Blvd , Pasadena, CA, (626)351-0411
360053, BR, Andrew Chesler, 9514 Reseda Blvd Suite 1, Northridge, CA, (818)701-9061
360054, BR, Kamran Mariwala, 1832 N. Western Ave , Los Angeles, CA, (323)462-0066
360055, BR, Mehrdad Poursalimi, 3520 S. Saviers Rd , Oxnard, CA, (805)483-7300
360056, BR, Khalid Elaoufir, 211 E Foothill Blvd , Rialto, CA, (909)875-3333
360060, BR, Thomas Brazil, 3585 N Los Coyotes Diagonal , Long Beach, CA, (562)425-4416
360061, BR, Navid Yadegar, 1800 S. Robertson Blvd #8, Los Angeles, CA, (310)559-3131
360062, BR, Vishal Mehta, 318 E. Main St , Santa Paula, CA, (805)525-6558
360063, BR, Gilbert Dejdumrongwood, 307 N Maclay Ave , San Fernando, CA, (818)361-5510
360064, BR, Masud Ahmed, 3611 1/2 State St , Santa Barbara, CA, (805)682-2296
360065, BR, Grace Byers, 11127 Venice Blvd , Los Angeles, CA, (310)836-4546
360067, BR, Jai Bakshi, 405a E State St , Redlands, CA, (909)792-4322
360068, BR, Komal Mehta, 856 E Route 66 , Glendora, CA, (626)914-3133
360069, BR, Harris Muhmmad, 973 W Foothill Blvd , Claremont, CA, (909)621-4104
360072, BR, Michelle Hong, 1137 N. Mountain Ave , Ontario, CA, (909)986-9365
360073, BR, Mohammad Khan, 5455 Del Amo Blvd , Lakewood, CA, (562)867-9579
360075, BR, Saleem Chaudry, 4015 W. Point Loma Blvd , San Diego, CA, (619)222-2888
360078, BR, Syeda Hussain, 6989 La Palma Ave , Buena Park, CA, (714)521-5421
360079, BR, Mohammed Razzak, 15234 Whittier Blvd , Whittier, CA, (562)698-3435
360081, BR, Julie Boyadjian, 2396 Fletcher Pkwy , El Cajon, CA, (619)462-3870
360085, BR, Jamil Shaikh, 20445 Devonshire St , Chatsworth, CA, (818)998-6229
360086, BR, Hansa Savsani, 12833 W. Chapman Ave , Garden Grove, CA, (714)750-2181
360091, BR, Binoy Kothari, 10212 Alondra Blvd , Bellflower, CA, (562)866-6560
360092, BR, Donna Bailey, 1632 S Mooney Blvd , Visalia, CA, (559)734-5434
360094, BR, John Lee, 1100 S Main St , Salinas, CA, (831)424-3203
360095, BR, Owen Autry, 4500 Florin Rd Southgate Shopping Ctr, Sacramento, CA, (916)422-8325
360098, BR, Jim Wang, 2615 Middlefield Rd , Palo Alto, CA, (650)327-1636
360101, BR, Kurt Smith, 2107 Roosevelt Ave Roosevelt Shopping Center, Redwood City, CA, (650)365-0331
360104, BR, David Morrow, 264 State St , Los Altos, CA, (650)941-5412
360108, BR, Avneet Singh, 1658 Tennessee St , Vallejo, CA, (707)642-6464
360109, BR, Hee Park, 3591 Homestead Rd , Santa Clara, CA, (408)241-7854
360111, BR, John McAlister, 1249 W El Camino Real , Mountain View, CA, (650)940-9831
360114, BR, John Chai, 100 Pelton Center Way , San Leandro, CA, (510)352-0842
360115, BR, Kurt Smith, 1648 El Camino Real , San Carlos, CA, (650)591-2114
360117, BR, Mahmood Hassan, 1105 S White Rd , San Jose, CA, (408)258-3600
360119, BR, Jing Shen, 1137 S De Anza Blvd , San Jose, CA, (408)255-2811
360121, BR, Maengseok Song, 669 Broadway , Millbrae, CA, (650)697-6968

420
360123, BR, Luis Montalvo, 1409 Burlingame Ave , Burlingame, CA, (650)348-1204
360128, BR, Chris Kojayan, 310 E Shields Ave , Fresno, CA, (559)227-7013
360129, BR, Pansy Hsieh, 2467 Forest Ave , San Jose, CA, (408)296-0707
360132, BR, Tammy Souza, 135 Lakewood Mall , Lodi, CA, (209)334-3100
360134, BR, John Dattilo, 5353 Almaden Expy Ste 34, San Jose, CA, (408)265-4321
360136, BR, Bob Singh, 133 E Third Ave , San Mateo, CA, (650)348-2454
360138, BR, Barbara Peng, 785 C Oak Grove Road , Concord, CA, (925)825-8720
360139, BR, Charles Mitchell, 236 E St , Davis, CA, (530)756-5201
360140, BR, Jim Wang, 863 Santa Cruz Ave , Menlo Park, CA, (650)323-9335
360141, BR, Henry Au, 3850 Mowry Ave Fremont Plaza Shopping Ctr, Fremont, CA, (510)793-9923
360142, BR, Elizabeth Wiessler, 1769 Grant Ave , Novato, CA, (415)897-9862
360145, BR, Jeffrey Chappell, 2300 Pacific Ave , Stockton, CA, (209)464-2212
360146, BR, Jagroop Thiara, 20560 Redwood Rd , Castro Valley, CA, (510)537-4489
361020, BR, Sonie Pho, 10598 San Pablo Ave , El Cerrito, CA, (510)524-0200
361021, BR, Au (John) Ha, 1302 S. Winchester Blvd , San Jose, CA, (408)866-8885
361025, BR, Brinderjit Parhar, 6142 Sunrise Mall , Citrus Heights, CA, (916)726-2000
361026, BR, Khalid Javed, 3002 N Cedar Ave , Fresno, CA, (559)222-1612
361027, BR, Jane Kim, 703 E El Camino Real , Mountain View, CA, (650)964-7633
361028, BR, Danny Yeh, 1023 Alameda De Las Pulgas , Belmont, CA, (650)593-1704
361031, BR, Desiree Bruce, 5182 Sonoma Blvd Suite 300, Vallejo, CA, (707)647-7059
361036, BR, Farrukh Bin Sana, 7225 Regional St , Dublin, CA, (925)828-6033
361038, BR, Julie Davidson, 293 Merced Mall , Merced, CA, (209)722-1291
361039, BR, Jerry Sweany, 812 Alamo Dr Alamo Plaza, Vacaville, CA, (707)446-2440
361040, BR, Narguise Tashjian, 5711 N. 1st St , Fresno, CA, (559)431-0781
361041, BR, Rama Patel, 1601 41st Ave , Capitola, CA, (831)476-3155
361042, BR, Lawrence Wiessler, 60 E Washington St , Petaluma, CA, (707)763-3131
361046, BR, Maengseok Song, 851 Cherry Ave Suite 9 Bayhill Shopping Center, San Bruno, CA, (650)588-3960
361048, BR, Kurt Schoenweiler, 310 Westlake Center , Daly City, CA, (650)992-5734
361049, BR, Brent Babcock, 4001 Santa Rita Rd Ste 2, Pleasanton, CA, (925)463-3161
361054, BR, Danny Yeh, 2968 Aborn Square Rd , San Jose, CA, (408)223-0484
361055, BR, Sandeep Dhillon, 91 W. Court St , Woodland, CA, (530)662-0197
361058, BR, Hermila Gonsalves, 514 E Perkins St , Ukiah, CA, (707)462-3241
361059, BR, Mohammad Abbas, 5359 Elkhorn Blvd , Sacramento, CA, (916)331-3638
361060, BR, Beckie Kwong, 6375 Riverside Blvd , Sacramento, CA, (916)393-1331
361062, BR, Komal Gupta, 9197A Kiefer Blvd Rosemont Plaza, Sacramento, CA, (916)366-0432
361063, BR, Miya Glasauer, 2070 El Camino Real Mervyn's Plaza Shopping Ctr, Santa Clara, CA, (408)243-3131
361064, BR, Birinder Kandola, 970 N Main St , Manteca, CA, (209)239-1031
361070, BR, Christine Snider, 130 Calistoga Rd , Santa Rosa, CA, (707)538-1331
361071, BR, Paul Bobrow, 6585 Commerce Blvd Ste F, Rohnert Park, CA, (707)584-8594
361073, BR, Khalid Javed, 1731 W Bullard Ave Ste 136, Fresno, CA, (559)431-0206
361075, BR, Cynthia Eslick, 3505 W Walnut Ave , Visalia, CA, (559)734-8581
361076, BR, Phillip Eslick, 533 N. 11th Ave , Hanford, CA, (559)583-8600
361077, BR, Kristen Chappell-Tempel, 1219 W March Ln , Stockton, CA, (209)957-1731
361079, BR, Michelle Koan, 26953 Mission Blvd Suite A, Hayward, CA, (510)733-3163
361081, BR, Gerard Gloisten, 2700 Yulupa Ave Ste 11, Santa Rosa, CA, (707)526-3931
361083, BR, Bhardvaj Sompura, 8215 Auburn Blvd Ste I, Citrus Heights, CA, (916)723-3133
361085, BR, Barbara Peng, 5100 Clayton Rd Ste 28 Vineyard Shopping Ctr Ste 28, Concord, CA, (925)687-3131
361087, BR, Antonio Rodriguez, 333 S Main St Ste B, Red Bluff, CA, (530)529-0279
361089, BR, Ann Wolf, 8894 Madison Ave , Fair Oaks, CA, (916)966-7713
361156, BR, Rajbir Dhillon, 6648 N Cedar Ave , Fresno, CA, (559)299-2939
361158, BR, Mahmood Hassan, 2303 Mckee Rd , San Jose, CA, (408)259-4131
361163, BR, Ryan Lara, 1216A Broadway , Placerville, CA, (530)626-3242
361166, BR, Owen Autry, 8755 Elk Grove Blvd , Elk Grove, CA, (916)685-3161
361169, BR, Tammy Souza, 480 S Cherokee Ln Ste D, Lodi, CA, (209)369-8164
361175, BR, Harpreet Jolly, 606 W El Camino Ave , Sacramento, CA, (916)921-6153
361176, BR, Carol Stanley, 196 E. Laurel Dr , Salinas, CA, (831)757-6031
361177, BR, Michael Pena, 245 Mount Hermon Rd Ste Z, Scotts Valley, CA, (831)438-3167
361178, BR, Roma Vilash, 4829 Granite Dr , Rocklin, CA, (916)624-3134
361180, BR, Alice Fan, 5647 Cottle Rd , San Jose, CA, (408)224-3131
361181, BR, John McAlister, 15730 Los Gatos Blvd , Los Gatos, CA, (408)356-4433
361183, BR, Sharon Cassella, 11960 W. Highway 88 Suite 3014, Jackson, CA, (209)223-5422
361184, BR, Debbie Yung, 1175a Arnold Dr , Martinez, CA, (925)229-3999
361186, BR, Loretta Sazama, 7908 West Ln Ste 217, Stockton, CA, (209)478-7731
361187, BR, Sung Pak, 406 Lighthouse Ave , Monterey, CA, (831)375-3131

421
361189, BR, George Sirogiannis, 1630 E Hatch Rd Ste D, Modesto, CA, (209)538-4631
361192, BR, Gregory Marek, 191 Military E Davies Square Shopping Ctr Ste G, Benicia, CA, (707)747-6119
361194, BR, John Kemp, 3103 Alamo Dr , Vacaville, CA, (707)449-1639
361195, BR, Patricia Loken, 2246 Sunrise Blvd Ste 1, Rancho Cordova, CA, (916)635-7150
361197, BR, Tim Nguyen, 4493 Century Blvd Century Plaza Shopping Ctr, Pittsburg, CA, (925)778-2760
361198, BR, David Morrow, 2005 Crow Canyon Pl Ste 156, San Ramon, CA, (925)830-0455
361200, BR, Andy Cheng, 7040 Santa Teresa Blvd Santa Teresa Village Shop Ctr, San Jose, CA, (408)225-3100
361201, BR, Bruce Dake, 1145 2nd St Brentwood Town Ctr Bldg Ste D, Brentwood, CA, (925)516-0231
361206, BR, Myoung Kim, 230 Cochrane Plz , Morgan Hill, CA, (408)776-8037
361208, BR, Palmira Reynoso, 901 N Carpenter Rd Suite 4, Modesto, CA, (209)549-2466
361210, BR, Lajpaul Bhangu, 1111 S Main St Unit B2 , Manteca, CA, (209)823-1810
361211, BR, Seung Kim, 6467 Almaden Expy Ste 70, San Jose, CA, (408)927-7318
361212, BR, Khalid Javed, 950 Herndon Ave Ste 107 Trading Post Shopping Ctr, Clovis, CA, (559)323-4848
361217, BR, Ping-yu Wang, 34980 Newark Blvd Ste A9, Newark, CA, (510)793-5888
361218, BR, John Kemp, 1021 Helen Power Dr Ste 100 Power Plaza Shopping Ctr, Vacaville, CA, (707)446-3100
361221, BR, Jim Wang, 44 Cabrillo Hwy N , Half Moon Bay, CA, (650)726-5006
361259, BR, Patrick Blunt, 2823 Agoura Rd , Westlake Village, CA, (805)495-6184
361261, BR, Arshad Jamil, 3760 Tyler St, Riverside, CA, (951)687-4222
361264, BR, Edwin Amirian, 1217 N. Central Ave , Glendale, CA, (818)240-2131
361267, BR, Mahmoud Abdelkader, 7470 La Jolla Blvd , La Jolla, CA, (858)459-5353
361268, BR, Amy Tsao, 25426 Crenshaw Blvd Rolling Hills Plaza, Torrance, CA, (310)530-6812
361269, BR, Jayun Pak, 104 E Yorba Linda Blvd , Placentia, CA, (714)528-3443
361270, BR, Carol Bahari, 3605 S Bristol St Ste A, Santa Ana, CA, (714)979-9990
361272, BR, Shalin Chadha, 1960 Ximeno Ave , Long Beach, CA, (562)597-3914
361274, BR, Jei-Hway Chen, 6907 Atlantic Ave , Bell, CA, (323)773-1131
361275, BR, Kunavut Kunchavalee, 4048 W. 3rd St , Los Angeles, CA, (213)389-5277
361278, BR, Joseph Pham, 1600 South Azusa Ave #158, City of Industry, CA, (626)964-8487
361279, BR, Raj Kumar, 5460 Stockdale Hwy , Bakersfield, CA, (661)323-4392
361280, BR, Kapil Ahuja, 905 Lomas Santa Fe Dr , Solana Beach, CA, (858)755-8442
361283, BR, Jyotsna Maru, 3127 S Hacienda Blvd , Hacienda Heights, CA, (626)336-1738
361290, BR, Jeffrey Dollinger, 44150 10th St W , Lancaster, CA, (661)942-1731
361291, BR, Carol Bahari, 201 W 17th St , Santa Ana, CA, (714)541-0050
361292, BR, Syeda Hussain, 325 S Diamond Bar Blvd , Diamond Bar, CA, (909)861-9315
361296, BR, Jamil Shaikh, 1720 E. Los Angeles Ave Suite A, Simi Valley, CA, (805)526-6377
361297, BR, Jamil Shaikh, 13315 Victory Blvd , Van Nuys, CA, (818)787-3382
361299, BR, Sean Lee, 21113 Hawthorne Blvd Plaza Del Amo, Torrance, CA, (310)540-2016
361300, BR, Nick Ragenovich, 104 N. El Camino Real , San Clemente, CA, (949)492-2440
361303, BR, Kapil Ahuja, 10601 Tierrasanta Blvd Ste C, San Diego, CA, (858)560-6931
361304, BR, Ahmed Faruqi, 2540 El Camino Real Suite D, Carlsbad, CA, (760)720-5477
361307, BR, Robert Medan, 4344 Bonita Rd , Bonita, CA, (619)475-4131
361308, BR, Jeffrey Dollinger, 1800 E Palmdale Blvd , Palmdale, CA, (661)273-3331
361309, BR, Bich Dung Thi Phan, 18051 Magnolia St , Fountain Valley, CA, (714)964-1551
361311, BR, Farshad Don Baharinejad, 11658 Wilshire Blvd , Los Angeles, CA, (310)478-7870
361312, BR, Shahrokh Kashani-Rokh, 10563 Riverside Dr , Toluca Lake, CA, (818)753-8000
361314, BR, Douglas Haw, 23432 Lyons Ave , Newhall, CA, (661)255-5131
361315, BR, Ravi Bhayani, 5747 E La Palma Ave Canyon Village Plaza S/C, Anaheim, CA, (714)693-0745
361316, BR, Harris Muhmmad, 1528 Foothill Blvd , La Verne, CA, (909)596-3454
361317, BR, Woohyun Cho, 3560 Redondo Beach Blvd , Torrance, CA, (310)538-2831
361319, BR, Huot Khov, 9691 Baseline Rd , Cucamonga, CA, (909)948-7521
361322, BR, Michelle Lopez, 3509 Sweetwater Springs Blvd , Spring Valley, CA, (619)670-9694
361324, BR, Jeffrey Dollinger, 4019 W Avenue L Quartz Hill Shopping Ctr, Lancaster, CA, (661)943-2666
361325, BR, Munir Nizami, 4193 Ball Rd , Cypress, CA, (714)827-1081
361326, BR, Manjit Ahluwalia, 7628 Reseda Blvd , Reseda, CA, (818)996-0383
361328, BR, Behrouz Damavandi, 6040 Reseda Blvd , Tarzana, CA, (818)343-6731
361331, BR, Komal Mehta, 8786 19th St , Rancho Cucamonga, CA, (909)989-8055
361332, BR, Neha Patel, 1493 E Plaza Blvd , National City, CA, (619)477-5559
361333, BR, Asif Jadwet, 5697 Kanan Rd , Agoura, CA, (818)991-9106
361334, BR, Fariba Tavakoli, 33621 Del Obispo St Ste B, Dana Point, CA, (949)661-2870
361336, BR, Se Yun Park, 5802 N. Figueroa St , Highland Park, CA, (323)254-2948
361339, BR, Asif Jadwet, 6422 Platt Ave , West Hills, CA, (818)884-4789
361343, BR, Kim McCutchen, 2389 Michael Dr , Newbury Park, CA, (805)499-3777
361347, BR, Thevin Tan, 3516 W Sunset Blvd , Los Angeles, CA, (323)663-5627
361350, BR, Majid Muttalib, 1646 W. Katella Ave #4 , Anaheim, CA, (714)772-8441
361352, BR, Jong Won, 12192 Central Ave , Chino, CA, (909)627-8347

422
361356, BR, Paul You, 2340 N Sterling Ave , San Bernardino, CA, (909)886-1831
361358, BR, Asif Jadwet, 9502 Sepulveda Blvd , North Hills, CA, (818)891-4905
361360, BR, James Ho, 4552 Atlantic Ave , Long Beach, CA, (562)423-1575
361361, BR, Meilyn Koo, 12540 South St , Cerritos, CA, (562)924-0656
361362, BR, Anne Kim, 602 E. Baseline Rd , Claremont, CA, (909)624-3950
361367, BR, Eric Loo, 8648 Whittier Blvd , Pico Rivera, CA, (562)948-3431
361368, BR, Mehrdad Poursalimi, 501 S Ventura Rd , Oxnard, CA, (805)382-2605
361369, BR, Farshad Don Baharinejad, 400 W Willow St , Long Beach, CA, (562)426-4879
361370, BR, Uyen Truong, 9511 Bolsa Ave , Westminster, CA, (714)531-7110
361371, BR, Tienchai Surinarintr, 8329 Laurel Canyon Blvd , Sun Valley, CA, (818)504-1040
361372, BR, Akhter Shaikh, 3818 Peck Rd Ste A, El Monte, CA, (626)579-5937
361373, BR, Haseen Tirmazi, 3620 Nogales St , West Covina, CA, (626)913-2463
361374, BR, Alex Park, 2700 E 1st St , Los Angeles, CA, (323)262-5731
361375, BR, Douglas Haw, 18827 Soledad Canyon Rd , Canyon Country, CA, (661)298-3131
361379, BR, Musrat Khan, 1311 N. Grand Ave , Covina, CA, (626)915-4114
361384, BR, Said Rawani, 9844 Sierra Ave Suite C, Fontana, CA, (909)350-8531
361385, BR, Ali Raza, 8524 Rosecrans Ave , Paramount, CA, (562)630-3863
361386, BR, Larisa Shatalova, 32341 Camino Capistrano Ste D, San Juan Capistrano, CA, (949)240-7171
361388, BR, Ali Raza, 18322 Imperial Hwy , Yorba Linda, CA, (714)993-3132
361389, BR, Larisa Shatalova, 22922 Los Alisos Blvd Suite S, Mission Viejo, CA, (949)951-2672
361392, BR, Mary Horton, 1100 S Central Ave Suite E, Glendale, CA, (818)247-0600
361394, BR, Sherry Hafez, 1927 Harbor Blvd Ste D, Costa Mesa, CA, (949)645-8173
361395, BR, Ravi Bhayani, 15333 Culver Dr Ste 440, Irvine, CA, (949)552-6669
361397, BR, Karen Chen, 3203 Baldwin Park Blvd , Baldwin Park, CA, (626)338-8587
361402, BR, William Harris, 8250 Mira Mesa Blvd Ste E, San Diego, CA, (858)566-4031
362068, BR, Asad Ullah, 8700 Foothill Blvd , Sunland, CA, (818)352-1955
362069, BR, Huot Khov, 870 E Foothill Blvd Ste 1, Upland, CA, (909)946-5161
362070, BR, Mehrdad Poursalimi, 1413 S Victoria Ave Ste C, Ventura, CA, (805)658-1481
362071, BR, Ranju Sehgal, 14750 Beach Blvd Unit 1, La Mirada, CA, (714)994-3130
362073, BR, Achara Surinarintr, 6700 Laurel Canyon Blvd , North Hollywood, CA, (818)503-0188
362075, BR, Thi Vo, 18551 E Chapman Ave , Orange, CA, (714)633-6631
362076, BR, Thevin Tan, 1693 N. Eastern Ave , Los Angeles, CA, (323)267-1301
362077, BR, Arun Malik, 104 W Foothill Blvd , Monrovia, CA, (626)357-5233
362079, BR, Farid Ahmed, 2210 Griffin Way Suite 105, Corona, CA, (951)272-0357
362081, BR, Bahman Nayebi, 1013 S Gaffey St , San Pedro, CA, (310)547-1809
362082, BR, Georgia Mizutani, 1443 N Hacienda Blvd , La Puente, CA, (626)917-1175
362084, BR, Haseen Tirmazi, 557 W Arrow Hwy , San Dimas, CA, (909)599-6369
362088, BR, Kiron Kim, 10820 Beverly Blvd Suite A1, Whittier, CA, (562)695-7911
362089, BR, Binoy Kothari, 1881 E Florida Ave , Hemet, CA, (951)766-1911
362093, BR, Mahmoud Abdelkader, 730 Nordahl Rd Ste 101, San Marcos, CA, (760)489-0878
362094, BR, David Carroll, 12625 Frederick St Ste W3, Moreno Valley, CA, (951)653-3310
362097, BR, Munir Khan, 1206 Magnolia Ave Suite 106B, Corona, CA, (951)734-5592
362099, BR, Alan Scheiber, 4200 Chino Hills Pkwy Ste 875, Chino Hills, CA, (909)393-9705
362100, BR, David Harake, 201 Main St , Huntington Beach, CA, (714)969-0600
362105, BR, Mark Mcclure, 6731 Westminster Blvd Ste 111, Westminster, CA, (714)379-9583
362106, BR, Salman Mehdi, 701 S. Weir Canyon Rd Suite 119, Anaheim, CA, (714)974-3100
362107, BR, Huot Khov, 7247 Boulder Ave Spc A3, Highland, CA, (909)425-0329
362110, BR, Mark Mcclure, 1220 Bison Ave Ste A1, Newport Beach, CA, (949)644-1331
362111, BR, Cary Freeman, 78520 Highway 111 , La Quinta, CA, (760)296-1074
362112, BR, Arshad Jamil, 31375 Date Palm Dr Ste G, Cathedral City, CA, (760)324-8188
362114, BR, Cynthia Guhl, 1247 E Valley Pkwy Escondido Village Mall, Escondido, CA, (760)741-3100
362117, BR, Christina Ro, 2510 S Grove Ave , Ontario, CA, (909)930-5222
362118, BR, Kenneth Parrino, 5145 E Los Angeles Ave Ste A2, Simi Valley, CA, (805)583-3331
362119, BR, Jagjit Singh, 22461 Antonio Pkwy Suite A145, Rancho Santa Margarita, CA, (949)858-3311
362125, BR, Jennifer Fung, 26886 La Paz Rd , Laguna Hills, CA, (949)831-3175
362127, BR, Jeffrey Dollinger, 785 Tucker Rd #E , Tehachapi, CA, (661)822-3496
362129, BR, David Carroll, 1688 N. Perris Blvd Suite D1, Perris, CA, (951)943-7744
362130, BR, Ahmed Faruqi, 11495a Carmel Mountain Rd , San Diego, CA, (858)592-0031
362152, BR, Brent Krieger, 1440 Ary Ln Ste F, Dixon, CA, (707)678-4678
362153, BR, David Belardi, 1060 Willow St , San Jose, CA, (408)275-0131
362154, BR, Donna Yanos, 5020 Foothills Blvd Ste 1, Roseville, CA, (916)782-3117
362155, BR, Abigail Ganzon, 1199 40th St Ste 200, Emeryville, CA, (510)420-1681
362157, BR, Anthony Carrillo, 1071 Mono Way , Sonora, CA, (209)532-9521
362160, BR, Ramanjit Kailey, 4323 1st St , Livermore, CA, (925)371-7031

423
362163, BR, Michael Daya, 1740 Airline Hwy , Hollister, CA, (831)637-4383
362166, BR, Eric Fullilove, 1493 W Whittier Blvd , La Habra, CA, (562)691-9988
362167, BR, Arefin Jahan, 5424 Topanga Canyon Blvd , Woodland Hills, CA, (818)999-6480
362169, BR, Edwin Amirian, 1010 N Glendale Ave Ste 104, Glendale, CA, (951)943-7744
362170, BR, Majid Muttalib, 512 N. Euclid St , Anaheim, CA, (714)758-3887
362245, BR, David Lazar, 1720 W Campbell Ave , Campbell, CA, (408)379-1044
362246, BR, Kamaljit Gill, 3330 Floral Ave , Selma, CA, (559)891-9031
362249, BR, Walter Ballard, 325 W Pacheco Blvd , Los Banos, CA, (209)827-4265
362297, BR, Joseph Pham, 18252 E. Gale Ave , City Of Industry, CA, (626)964-2621

Colorado
331200, BR, Ismail Sola, 1690 E Cheyenne Mountain Blvd, Colorado Springs, CO, (719)576-3331
332338, BR, Ismail Sola, 1155 S. Havana St Unit 63, Aurora, CO, (303)368-9000
340428, BR, Mark Johnson, 6048 Stetson Hill Blvd , Colorado Springs, CO, (719)572-0077
345235, BR, Philip Yun, 3626 Highlands Ranch Pkwy Suite C120, Highlands Ranch, CO, (303)346-5955
346534, BR, Ismail Sola, 91 W. Mineral Ave Suite 140, Littleton, CO, (303)797-1121
348309, BR, Alison Thomas, 815 E 17th Ave Suite C1, Longmont, CO, (303)774-0310
348692, BR, Philip Yun, 4833 Front St Ste C Milestone Shopping Center, Castle Rock, CO, (303)663-1960
349188, BR, John Choi, 1710 Briargate Blvd., Chapel Hills Mall, Colorado Springs, CO, (719)265-8989
351842, BR, Marc Millet, 281 E 29th St Suite C, Loveland, CO, (970)667-1208
353436, BR, Ashfaq Ahmed, 14200 E Alameda Ave Unit 2071A, Aurora, CO, (720)216-1136
353643, BR, Renee Prutch, 2704 S Prairie Ave , Pueblo, CO, (719)564-7474
356544, BR, Renee Prutch, 922 E Hailey Lane , Pueblo West, CO, (719)566-6034
356597, BR, Andrea Jensen-Bunce, 2028 35th Ave Suite B1, Greeley, CO, (970)330-3242
356609, BR, Mark Johnson, 1343 Interquest Pkwy , Colorado Springs, CO, (719)619-6983
360148, BR, Casey Stone, 32 Town Plaza , Durango, CO, (970)247-1231
360159, BR, John Choi, 1534 N Circle Dr , Colorado Springs, CO, (719)630-3131
360163, BR, Sung Park, 3865 E. Pikes Peak Ave , Colorado Springs, CO, (719)597-7072
360167, BR, Binoy Prahlad, 28206 Highway 74 , Evergreen, CO, (303)674-2537
360184, BR, Alison Thomas, 3912 Wadsworth Blvd , Wheat Ridge, CO, (303)422-4222
361420, BR, Mark Johnson, 4845 N. Academy Blvd , Colorado Springs, CO, (719)594-4442
361424, BR, Chong Ju Thomson, 6764 W Coal Mine Ave , Littleton, CO, (303)979-7613
361429, BR, Melissa Balerio, 3944 E 120th Ave , Denver, CO, (720)872-8373
361430, BR, Taylor Thomson, 16861 E. Iliff Ave , Aurora, CO, (303)755-2334
361432, BR, Michael Balerio, 8424 Federal Blvd Summit Square, Westminster, CO, (303)426-6191
362045, BR, John Choi, 10920 S. Parker Rd Unit B2, Parker, CO, (303)841-1171

Connecticut
345008, BR, Anna Valente, 103 Main St , New Canaan, CT, (203)966-4867

District of Columbia
361488, BR, Helen Wu, 2604 Connecticut Ave Nw , Washington, DC, (202)483-4820

Florida
331209, BR, Derek Foust, 91 Eglin Pkwy NE , Fort Walton Beach, FL, (850)302-0200
351608, BR, Eduardo Uribe, MM 184 FL Tpke Fort Drum Service Plaza, Okeechobee, FL, (863)216-5743
360605, BR, Burhan Sultan, 1910 Wells Road , Orange Park, FL, (904)269-2444
360803, BR, Jacob Master, 4917 Sheridan St , Hollywood, FL, (954)251-3316
360805, BR, Praful Patel, 2106 S Florida Ave , Lakeland, FL, (863)688-4168
360835, BR, Saraya Rouchon, 205 Gulf Breeze Pkwy , Gulf Breeze, FL, (850)934-6958
361925, BR, Coletta D. Foust, 4350 Bayou Blvd Ste 2, Pensacola, FL, (850)484-9000
361929, BR, Connie Thiel, 215 N Atlantic Ave , Daytona Beach, FL, (386)253-3131

Georgia
342407, BR, Shaheen Haque, 230 Hammond Dr Ste 332, Atlanta, GA, (404)252-6311
348229, BR, W. Jason Elrod, 2445 Airport Thruway , Columbus, GA, (706)507-3300
348602, BR, Stephen Mancini, 4150 Macland Rd Ste 235, Powder Springs, GA, (770)222-5199
354213, BR, Stephen Mancini, 10800 Alpharetta Hwy Suite 232, Roswell, GA, (770)545-8197
355088, BR, Stephen Mancini, 4811 Lower Roswell Rd , Marietta, GA, (678)504-7170
360574, BR, Hugh Williams, 2335 Peachtree Rd NE , Atlanta, GA, (404)261-6215

Hawaii
330469, BR, Dennis Tsukada, 2100 Kanoelehua Ave D2 , Hilo, HI, (808)959-3331
330601, BR, Dennis Tsukada, 87-2070 Farrington Hwy , Waianae, HI, (808)668-5104

424
330792, BR, Dennis Tsukada, 70 E Kaahumanu Ave Ste C1, Kahului, HI, (808)873-0331
340716, BR, Chong Hui Tsukada, 91-1001 Kaimalie St. , Ewa Beach, HI, (808)689-4144
342350, BR, Omar Dy, 95-1249 Meheula Parkway , Mililani, HI, (808)623-9999
342900, BR, Dennis Tsukada, 94673 Kupuohi St Kunia Shopping Center #B104, Waipahu, HI, (808)671-7775
343836, BR, Omar Dy, 930 Valkenburgh St , Honolulu, HI, (808)421-0888
345738, BR, Lori Maggard, 694 Schofield Barracks AAFES, Honolulu, HI, (808)624-0702
348162, BR, Omar Dy, 108 Hekili Street , Kailua, HI, (808)261-2770
348415, BR, Dennis Tsukada, Pearl Kai Shopping Ctr 98-199 Kamehameha Hwy, Aiea, HI, (808)488-0031
348547, BR, Dennis Tsukada, Kamehameha Shopping Ctr 1620 N School St , Honolulu, HI, (808)847-3131
348657, BR, Jay Westcott, 2255 Kalakaua Ave, Space No. 23 Sheraton Waikiki, Honolulu, HI, (808)922-0031
362029, BR, Chong Hui Tsukada, 94-799 Lumiaina St Ste K, Waipahu, HI, (808)676-6047
362030, BR, Bahaa Megelly, 75-5595 Palani Rd Ste A7, Kailua Kona, HI, (808)329-5144
362034, BR, Brooke Jin Cho, 45-480 Kaneohe Bay Dr Windward City Shopping Ctr, Kaneohe, HI, (808)247-7131
362035, BR, William Chon, 823 California Ave, Wahiawa, HI, (808)621-6631
362036, BR, Omar Dy, 590 Farrington Hwy Unit 91, Kapolei, HI, (808)674-0131
362037, BR, Omar Dy, 1618 S. King St, Honolulu, HI, (808)947-7300

Iowa
360372, BR, Chitra Sharma, 7666 Hickman Rd , Windsor Heights, IA, (515)276-5227

Idaho
350772, BR, Michell Boldt, 1394 W Chinden Blvd , Meridian, ID, (208)898-9999
360752, BR, Kristine Schmunk, 101 E Best Ave Coeur D'Alene Mall, Coeur D Alene, ID, (208)667-0031
360755, BR, Khinh Tse, 677 Blue Lakes Blvd N , Twin Falls, ID, (208)733-6555
360756, BR, Ryan Campbell, 7172 Fairview Ave , Boise, ID, (208)378-9203
360773, BR, Michell Boldt, 1108 Caldwell Blvd , Nampa, ID, (208)467-3103
361103, BR, Dennis Westerberg, 1253 E 17th St , Idaho Falls, ID, (208)524-3131
361847, BR, Michell Boldt, 4740 W. State St , Boise, ID, (208)343-8626
362014, BR, Cassandra Campbell, 1770 E Fairview Ave , Meridian, ID, (208)888-7405

Illinois
330675, BR, Amar Shah, 148 S Gary Ave Ste 101, Bloomingdale, IL, (630)582-7515
346217, BR, Anita Shah, 152 Stratford Square Mall B-007, Bloomingdale, IL, (630)351-4473
352717, BR, Nicholas Faulkner, 106 Chatham Rd , Springfield, IL, (217)787-3031
360321, BR, Dipak Joshi, 1344 Shermer Rd , Northbrook, IL, (847)498-4343
360322, BR, Johanna Binger, 2579 N Mulford Rd Brynwood Square Shopping Ctr, Rockford, IL, (815)877-8646
360326, BR, Sandra Leeds, 4125 N Sheridan Rd Sheridan Village Shopping Ctr, Peoria, IL, (309)685-1632
360335, BR, Gus Tzinares, 737 Plainfield Rd , Darien, IL, (630)887-7486
361229, BR, Leena Amin, 15 S. Randall Rd , Algonquin, IL, (847)854-3131
361238, BR, Sukhbir Singh, 171 E North Ave , Glendale Heights, IL, (630)682-1107
361245, BR, Rajesh Thacker, G140 Woodfield Mall , Schaumburg, IL, (847)240-0331
361543, BR, Johanna Binger, 4180 Newburg Rd , Rockford, IL, (815)397-6598
361554, BR, Aparna Sharma, 408 Orland Square Dr Orland Square, Orland Park, IL, (708)403-3331
361555, BR, Dipak Joshi, 807 E. Rollins Rd Round Lake Commons, Round Lake Beach, IL, (847)223-0678
362175, BR, Gus Tzinares, 9856 S Kedzie Ave White Hen Center, Evergreen Park, IL, (708)424-3131
362177, BR, Melinda Gutmann, 1700 S Macarthur Blvd , Springfield, IL, (217)528-3131
362183, BR, Thomas Masterson, 671 Waukegan Rd , Deerfield, IL, (847)940-8343
362187, BR, Dipak Joshi, 1172 Lake Cook Rd Chase Plaza, Buffalo Grove, IL, (847)541-3131

Indiana
331202, BR, Youliang Huang, 2336 E 116th St , Carmel, IN, (317)844-1971
345328, BR, Robert Walsh, 3308 N. Wheeling Ave , Muncie, IN, (765)289-9969
347659, BR, Youliang Huang, 1337 W 86th St Greenbriar Shopping Center, Indianapolis, IN, (317)259-8888
347878, BR, Kelly Greene, 85 S. Fruitridge Ave , Terre Haute, IN, (812)232-5200
348647, BR, Robert Holocher, 2201 E 62nd St Ste B, Indianapolis, IN, (317)253-5333
361694, BR, Dipika Naik, 848 S Green River Rd Lawndale Shopping Ctr, Evansville, IN, (812)479-5197
361701, BR, Robert Holocher, 1280 Us Highway 31 N , Greenwood, IN, (317)881-0401
362263, BR, David Glasgow, 2 W. Honey Creek Pkwy , Terre Haute, IN, (812)232-3569

Kentucky
336738, BR, Michael Thompson, 115 N Locust Hill Dr, Lexington, KY, (859)266-9305
343763, BR, Amy Green, 4971 Dixie Hwy, Elizabethtown, KY, (270)234-8831
346515, BR, John Humphress, 545 Campbellsville ByPass , Campbellsville, KY, (270)789-3131
348559, BR, Eric Clevenger, 3500 Winchester Ave , Ashland, KY, (606)324-0031

425
349902, BR, Michael Thompson, 3061 Fieldstone Way, Shoppes at Beaumont Ctr, Lexington, KY, (859)278-8821
351607, BR, Mukesh Naik, 3245 Mount Mariah Ave Suite 1, Owensboro, KY, (270)240-5104
353400, BR, Mukesh Naik, 12418 La Grange Rd Suite #155, Louisville, KY, (502)290-1117
353688, BR, Charles Bertram, 1661 Midland Trl , Shelbyville, KY, (502)844-2209
360532, BR, Douglas Rohrer, 1705 Us 31w Byp , Bowling Green, KY, (270)781-5684
360540, BR, Kelly Keefe, 3383 Tates Creek Pke , Lexington, KY, (859)269-0031
360554, BR, Amy Green, 910 N Dixie Ave Governors Manor, Elizabethtown, KY, (270)765-5955
360558, BR, Hung Tran, 1303 US Highway 127 S Suite 111, Frankfort, KY, (502)223-0665
360560, BR, Mukesh Naik, 3959 Taylorsville Rd , Louisville, KY, (502)458-8243
360564, BR, Michael Thompson, 9413 Westport Rd Westport Plaza S.C., Louisville, KY, (502)426-0660
360567, BR, Lejla Starcevic, 464 W Main Street , Danville, KY, (859)236-4175
361711, BR, T. Edward Thompson, 10264 Shelbyville Rd , Louisville, KY, (502)244-6883
361714, BR, S. Keith Schlosser, 3620 S Highway 27/Unit 1 , Somerset, KY, (606)679-5975
361723, BR, Eric Clevenger, 52 Falls Creek Dr , Louisa, KY, (606)638-9999
362294, BR, L. Kelly Simms, 228 N 3rd St , Bardstown, KY, (502)349-0993

Louisiana
330824, BR, Coy Faucheux, 1597 Gause Blvd Ste G, Slidell, LA, (985)641-3131
332784, BR, Rajiv Bhrugushastri, 5171 Citrus Blvd Ste 2010 Elmwood Center North, Harahan, LA, (504)733-9931
332785, BR, Colleen Kennedy, 4350 Hwy 22 Suite G, Mandeville, LA, (985)727-1931
346482, BR, Alvaro Pertuz, 2628 Beene Blvd , Bossier City, LA, (318)752-0080
347181, BR, Alvaro Pertuz, 7503 Youree Dr Suite 200, Shreveport, LA, (318)798-2229
347924, BR, Louis Petersen, 301 Bayou Garden Blvd , Houma, LA, (985)876-6004
348513, BR, Godfrey Peters, Jr., 5961 Bullard Ave Suite 3, New Orleans, LA, (504)246-7035
348734, BR, Imad Hamdan, 2900 Highway 90 Suite D, Avondale, LA, (504)436-7275
348919, BR, Krunal Patel, 17100 Airline Hwy Suite C, Prairieville, LA, (225)673-1687
349000, BR, Godfrey Peters, Jr., 1515 E Judge Perez Dr Suite 5, Chalmette, LA, (504)267-3633
352023, BR, Adil Sequeira, 406 N Carrollton Ave , New Orleans, LA, (504)485-6500
353282, BR, Krunal Patel, 216 Lee Dr Suite C, Baton Rouge, LA, (225)663-2557
354750, BR, Alvaro Pertuz, 855 Pierremont Rd Suite 103, Shreveport, LA, (318)716-1181
360921, BR, William Dubois, 11222 Florida Blvd , Baton Rouge, LA, (225)275-3131
360922, BR, James Dysart, 7529 Jefferson Hwy , Baton Rouge, LA, (225)925-9811
360928, BR, Adil Sequeira, 739 Veterans Memorial Blvd , Metairie, LA, (504)831-4086
360930, BR, Jimmy Guardiola, 706 S Carrollton Ave , New Orleans, LA, (504)861-3342
360934, BR, Paula Coussou, 700 Terry Pkwy Suite B, Terrytown, LA, (504)392-7007
360938, BR, Paul Melvin Judice, 1104 E Main St Town & Country Sq, New Iberia, LA, (337)367-3531
360939, BR, Jessica Ray-Riley, 2202 W Thomas St Town & Country Plaza Ctr, Hammond, LA, (985)542-0525
360944, BR, William Dubois, 1839 Staring Ln , Baton Rouge, LA, (225)769-3160
360945, BR, Surinder Arora, 5013 Lapalco Blvd Barataria & Lapalco, Marrero, LA, (504)341-9831
360949, BR, Brent Coussou, 605 Lapalco Blvd Ste B, Gretna, LA, (504)392-1380
360951, BR, John Szabo, 3600 Williams Blvd Ste 10, Kenner, LA, (504)443-1695
360956, BR, James Dysart, 2834 S Sherwood Forest Blvd , Baton Rouge, LA, (225)291-7606
360957, BR, William Dubois, 234 Main St , Baker, LA, (225)775-3131
360958, BR, John O'Banion, 4807 Johnston St Ste A, Lafayette, LA, (337)981-5531

Maryland
347034, BR, Nicole Mancini, 1504 York Rd , Lutherville, MD, (410)828-5511
349345, BR, Constantine Zuras, 18147 Town Center Dr Fair Hill Shopping Ctr, Olney, MD, (301)570-4229
360253, BR, Joseph Rollakanty, 3004 Hamilton St , Hyattsville, MD, (301)559-7979
360256, BR, Ashwin Dalsania, 10592b Metropolitan Ave , Kensington, MD, (301)942-1998
360269, BR, Shabaz Aulakh, 7909 Tuckerman Ln Ctr Cabin John Shopping Ctr, Potomac, MD, (301)983-2300
360270, BR, Nicole Mancini, 2310 E Joppa Rd , Baltimore, MD, (410)668-0142
360273, BR, Shailesh Patel, 1012 S. Salisbury Blvd , Salisbury, MD, (410)742-2007
360297, BR, Ishrat Salahuddin, 1617 Rockville Pike Congressional Plaza, Rockville, MD, (301)881-3831
361224, BR, Wasi Ansari, 6000 Greenbelt Rd , Greenbelt, MD, (301)345-0550
361492, BR, Gracy Rozario, 11601 Beltsville Dr Calverton Shopping Center, Beltsville, MD, (301)572-5533
361493, BR, Amir Mian, 8813 Branch Ave The Crossroads At Clinton, Clinton, MD, (301)856-0031
361502, BR, Mohammed Pater-Rov, 8802 Belair Rd , Baltimore, MD, (410)256-7710

Michigan
348231, BR, Neal Rosenthal, 6243 Orchard Lake Rd , West Bloomfield, MI, (248)932-1856
360412, BR, Robert Park, 1952 W. Stadium Blvd , Ann Arbor, MI, (734)332-3493
360414, BR, Edward Fleming, 18679 E Ten Mile Rd , Roseville, MI, (586)771-9530
360416, BR, Gurmeet Chehl, 7205 Allen Rd , Allen Park, MI, (313)928-3131

426
360425, BR, Gurmeet Chehl, 985 W Ann Arbor Rd , Plymouth, MI, (734)453-1216
360427, BR, Saad Hamama, 11560 E. 12 Mile Rd , Warren, MI, (586)751-3311
360432, BR, Caren Thomas, 801 N Euclid Ave , Bay City, MI, (989)686-3080
360440, BR, Lorraine Buchanan-Miles, 17138 Farmington Rd , Livonia, MI, (734)425-4860
360447, BR, Pinal Bhimani, 2979 E Big Beaver Rd , Troy, MI, (248)689-8509
361640, BR, Krstana Savich, 8280 N Merriman Rd , Westland, MI, (734)427-5444
361642, BR, Bozin Dimovski, 36590 Garfield Rd , Clinton Township, MI, (586)792-1870

Missouri
333581, BR, Johnny Sledge, 143 Replacement Ave Bldg 487, Fort Leonard Wood, MO, (573)329-2200
351345, BR, Brian Donovan, 1078 N Ballas Rd , Des Peres, MO, (314)394-1299
354936, BR, Charles Hampton, 1112 W Pine St , Poplar Bluff, MO, (573)727-9818
360513, BR, Jitendra Patel, 9842 Clayton Rd , Ladue, MO, (314)997-5755
360523, BR, Shannon Barker, 11730 Baptist Church Rd , Saint Louis, MO, (314)843-6438
362256, BR, Brian Donovan, 820 N Highway 67 , Florissant, MO, (314)839-7777
362262, BR, Brian Donovan, 512 S Main , O Fallon, MO, (636)379-2039

Mississippi
360927, BR, Naranjibhai Patel, 3720 Hardy St , Hattiesburg, MS, (601)264-8989

Montana
336761, BR, William Weaver, 405 Main St Heights Town Center Ste C, Billings, MT, (406)252-7767
356724, BR, William Weaver, 308 6th Ave N , Billings, MT, N/A
361615, BR, William Weaver, 111 S. 24th St W , Billings, MT, (406)652-1351
361616, BR, Matt Loomis, 1880 Brooks St , Missoula, MT, (406)542-2731
361860, BR, Stacy Hughes, 649 W Idaho St , Kalispell, MT, (406)755-3132
361877, BR, Robert Davidson, 2120 10th Ave S , Great Falls, MT, (406)761-0299

North Carolina
347641, BR, Jiyoung Kim, 1885 Firetower Rd , Greenville, NC, (252)321-7407
360968, BR, Clifford Holt, 2018 Cameron St , Raleigh, NC, (919)828-1493
360971, BR, Jiyoung Kim, 1850 Skibo Rd , Fayetteville, NC, (910)864-3131
360973, BR, Sun Hector, 3809 Oleander Dr , Wilmington, NC, (910)791-7192
360975, BR, Rahul Patel, 1620 Battleground Ave , Greensboro, NC, (336)275-3131
361007, BR, Rita Patel, 118a Four Seasons Town Ctr , Greensboro, NC, (336)855-1154

New Jersey
346678, BR, Om Aggarwal, 845 Bergen Town Ctr Bergen Mall Store #40, Paramus, NJ, (201)843-2340
348591, BR, Vijay Shah, 1 Raymond Plz W Newark Penn Station, Newark, NJ, (973)648-0090
361782, BR, Justina Romano, 300 Gordons Corner Rd , Englishtown, NJ, (732)536-1032

New Mexico
330825, BR, Walter Sullins, 2200 Sunport Blvd, SE Albuquerque Intl Airport, Albuquerque, NM, (505)275-0813
334770, BR, Richard Serna, 4056 Cerrillos Rd Ste C-1, Santa Fe, NM, (505)474-3131
337494, BR, Walter Sullins, 5241 Ouray Rd Nw #C , Albuquerque, NM, (505)831-3831
345169, BR, Walter Sullins, 300 San Pedro NE Tingley Coliseum, Albuquerque, NM, (505)480-7581
345326, BR, Christopher Brennan, 3410 State Highway 528 NW Unit 110, Albuquerque, NM, (505)899-2860
345909, BR, Stacey Delgado, 1205 E Highway 66 , Gallup, NM, (505)722-5445
348618, BR, Richard Serna, 1111 N Riverside Dr , Espanola, NM, (505)747-0184
353785, BR, Richard Serna, 2345 Southern Blvd SE , Rio Rancho, NM, (505)994-3057
355721, BR, Richard Serna, 556 N Guadalupe St Suite B1, Santa Fe, NM, (505)820-3131
356251, BR, Crystal Medina, 3715 Las Estancias Ct SW Ste 103, Albuquerque, NM, (505)873-1231
360151, BR, Albert Albo, 1492 Missouri Ave , Las Cruces, NM, (575)521-3100
360152, BR, Crystal Medina, 2201 Central Ave NW , Albuquerque, NM, (505)843-6390
360156, BR, Christopher Brennan, 11052 Montgomery Blvd NE , Albuquerque, NM, (505)294-5756
360157, BR, Monique Stone, 3030 E Main St San Juan Village Ctr/Ste Q, Farmington, NM, (505)327-3140
361409, BR, Sarah Quintana, 1841 Cerrillos Rd , Santa Fe, NM, (505)982-9031
361411, BR, Holly Stewart, 3515 San Mateo Blvd NE , Albuquerque, NM, (505)884-7083
361416, BR, Sandra Thomas, 717 Paseo Del Pueblo Sur , Taos, NM, (575)758-0031
361419, BR, Walter Sullins, 3457 Highway 47 , Los Lunas, NM, (505)865-7654
362057, BR, Richard Serna, 8400 Menaul Blvd Ne Ste E , Albuquerque, NM, (505)294-3101

Nevada
310419, BR, APOLLO INVESTMENT GROUP LLC, 4640 E Sunset Rd , Henderson, NV, (702)458-1108

427
330685, BR, Brian Wilson, 18120 Wedge Pkwy , Reno, NV, (775)852-3100
330698, BR, Sung Olsen, 9151 W. Sahara Ave , Las Vegas, NV, (702)256-8831
335473, BR, APOLLO INVESTMENT GROUP LLC, 10604 S Eastern Ave , Henderson, NV, (702)896-5674
342370, BR, Susan Liu, 6454 Sky Pointe Dr Suite 110 Centennial Hills, Las Vegas, NV, (702)880-8801
346484, BR, Zoran Gencic, 4360 Blue Diamond Rd Suite 106, Las Vegas, NV, (702)269-0091
347634, BR, Steven Kwan, 4500 W. Tropicana Ave The Orleans Hotel and Casino, Las Vegas, NV, (702)365-7111
347880, BR, Kirandeep Kaur, 1145 N. McCarran Blvd Suite 115, Sparks, NV, (775)359-3555
352260, BR, Junjie Zhou, 5515 Camino Al Norte Suite 110, North Las Vegas, NV, (702)910-3131
356059, BR, Michael Volkert, 9765 West Flamingo Rd Suite 3, Las Vegas, NV, (702)823-5156
356105, BR, Jeffrey S Klein, 2300 Paseo Verde Parkway, Suite 2009, Henderson, NV, (702)489-4281
356543, BR, Kirandeep Kaur, 395 E Plumb Lane Suite 104, Reno, NV, (775)502-3535
356811, BR, Barbara Gonzalez, 2483 Wingfield Hills Rd Ste 140, Sparks, NV, (775)354-0163
361214, BR, Tracy Flatt, 4420 E Charleston Blvd Ste 1, Las Vegas, NV, (702)459-6925
361216, BR, Gayle Drumheller, 5150 Mae Anne Ave Ste 210, Reno, NV, (775)746-9344
361222, BR, Balwinderjit Kaur, 3947 S. Carson St , Carson City, NV, (775)885-8830
361223, BR, John Molnar, 4906 W Lone Mountain Rd #A105 , Las Vegas, NV, (702)655-8834
361870, BR, Debra Soares, 4860 S Eastern Ave , Las Vegas, NV, (702)451-4976
361871, BR, Michael Volkert, 3301 S Jones Blvd , Las Vegas, NV, (702)362-3177
361873, BR, Jennifer Holloway, 510 S Boulder Hwy , Henderson, NV, (702)564-7482
362158, BR, Kirandeep Kaur, 2875 Northtowne Ln , Reno, NV, (775)355-0888

New York
335504, BR, Chien Chiang Cheng, 166 New Hyde Park Rd , Franklin Square, NY, (516)616-4075
360643, BR, Pamela Bahadur, 170 E Park Ave , Long Beach, NY, (516)889-6950
360648, BR, Kok Hong Wong, 1596 Hillside Ave , New Hyde Park, NY, (516)354-9039
360654, BR, Kok Hong Wong, 923 Port Washington Blvd , Port Washington, NY, (516)883-1870
361140, BR, Susan Juan, 1716 Victory Blvd , Staten Island, NY, (718)816-6326
361772, BR, Iqbal Laljee, 4597 Sunrise Hwy , Bohemia, NY, (631)589-7896
361781, BR, Steven Chan, 1976 86th St , Brooklyn, NY, (718)449-2759
361784, BR, Kevin Springer, 834c Fort Salonga Rd , Northport, NY, (631)757-3615
361792, BR, Young Jun Park, 11112 Flatlands Ave , Brooklyn, NY, (718)272-8395

Ohio
342419, BR, Fatima Noubani, 16969 Chagrin Blvd , Cleveland, OH, (216)491-0611
346962, BR, Abdul Khan, 6752 Perimeter Loop Rd Unit 14 Perimeter Center, Dublin, OH, (614)792-3100
360449, BR, Steven Smith, 4015 Secor Rd Suite E, Toledo, OH, (419)472-1000
362292, BR, Steven Smith, 1313 S Reynolds Rd , Toledo, OH, (419)389-6718

Oregon
332164, BR, Sherrie Firman, 45W Division Ave Santa Clara Square, Eugene, OR, (541)607-6889
332174, BR, Dae Hyun Baek, 831 Lancaster Dr NE Suite 26, Salem, OR, (503)371-7966
332181, BR, Jennifer Ludemann, 1839 Molalla Ave Ste F, Oregon City, OR, (503)722-2191
332182, BR, Hung Sam Joo, 16015 Sw Walker Rd , Beaverton, OR, (503)690-8469
336605, BR, Tyrone Miller, 1781 Washburn Way , Klamath Falls, OR, (541)883-1221
336797, BR, Chen Plus LLC, 22035 NW Imbrie Dr , Hillsboro, OR, (503)640-4442
340251, BR, Daniel Jones, 1218 SW 4th Ave , Ontario, OR, (641)889-7666
342746, BR, Sarah Lederer, 1124 Wallace Road NW #110, Salem, OR, (503)364-0037
345960, BR, Daniel Kirkman, 300 Union Ave Ste A, Grants Pass, OR, (541)474-1546
350379, BR, Todd Griffith, 1106 NE 3rd St , Bend, OR, (541)318-4856
360690, BR, Dae Hyun Baek, 366 SW Washington Ave , Corvallis, OR, (541)752-6935
360696, BR, Lenna Buchanan-Todd, 11011 NE Halsey St , Portland, OR, (503)253-8339
360697, BR, Chang Sun Yang, 13735 SE McLoughlin Blvd , Milwaukie, OR, (503)654-2474
360698, BR, Kelly Loman, 3239 Market St NE , Salem, OR, (503)363-2352
360702, BR, Kenneth Lorber, 1815 NE 39th St , Portland, OR, (503)284-6478
360739, BR, John Lottis, 4060 River Rd N , Salem, OR, (503)390-0777
360765, BR, Janine Wilks, 4102 SE Powell Blvd , Portland, OR, (503)771-0724
361822, BR, Kenneth Lorber, 1200 Ne Burnside St Pioneer Square, Gresham, OR, (503)661-1449
361824, BR, Steve Leitz, 19510 McLoughlin Blvd , Gladstone, OR, (503)656-0311
361830, BR, Laurie Foutz, 1100 Biddle Rd Bear Creek Plaza, Medford, OR, (541)773-3485
361832, BR, Sarah Lederer, 480 Center St NE Nordstrom Mall Ste 102, Salem, OR, (503)362-9824
361842, BR, Steve Leitz, 18605 SW Farmington Rd Farmington Village S/C, Aloha, OR, (503)259-3301
361850, BR, Danielle Scritchfield-Hartley, 1131 Mohawk Blvd , Springfield, OR, (541)747-3997
361851, BR, Kenneth Lorber, 5330 N Lombard St , Portland, OR, (503)285-9039
361853, BR, Lenna Buchanan-Todd, 3506 Se 122nd Ave Powell Villa Shopping Ctr, Portland, OR, (503)761-0539

428
361854, BR, Sherrene Ten Eyck, 36651 Highway 26 Sandy Marketplace, Sandy, OR, (503)668-8422
361856, BR, John Noffz, 11705 SW Pacific Hwy Pacific Crossroads Ctr Suite E, Tigard, OR, (503)620-0794
361859, BR, John Noffz, 17773 SW Lower Boones Ferry Rd , Lake Oswego, OR, (503)636-1999
361879, BR, Kenneth Lorber, 475 Ne 181st Ave , Portland, OR, (503)666-3541
361883, BR, Jennifer Ludemann, 19143 Willamette Dr Robinwood Shopping Ctr, West Linn, OR, (503)697-9638
361884, BR, Shelby Thatcher, 16200 Sw Pacific Hwy Ste Q2, Tigard, OR, (503)639-3713
361896, BR, John Lottis, 474 Lancaster Dr Ne , Salem, OR, (503)371-8199
361905, BR, Steve Leitz, 10910 Sw Barnes Rd Peterkort Town Square, Portland, OR, (503)641-3100
361908, BR, Dae Hyun Baek, 29911 SW Boones Ferry Rd , Wilsonville, OR, (503)570-0317
361910, BR, Todd Griffith, 61535 Highway 97 Suite 7, Bend, OR, (541)385-1811
361911, BR, Dedrick Oyamot, 6589 SE Tualatin Valley Hwy , Hillsboro, OR, (503)649-3299
362008, BR, Brooke Milke, 12054 Se Sunnyside Rd Sunnyside Market Place, Clackamas, OR, (503)698-8433
362013, BR, Terrence Haimoto, 15994 Sw Tualatin-Sherwood Rd, Sherwood, OR, (503)625-2736

Pennsylvania
356706, BR, Heartland Restaurant Group, LLC, 145 McMurray Rd , Upper Saint Clair, PA, (412)595-7453
360282, BR, Youn Kim, 7606 City Ave , Philadelphia, PA, (215)879-4610
360396, BR, James Michel, 1110 Freeport Rd , Pittsburgh, PA, (412)781-9730
361524, BR, Youn Kim, 209 W. Lancaster Ave Wayne West Shopping Ctr, Wayne, PA, (610)688-7655

South Carolina
350644, BR, Rudolph Polito, 1798 Ashley River Rd , Charleston, SC, (843)225-3131
351018, BR, Mathew Nesbett, 1 Ray E Talley Ct , Simpsonville, SC, (864)962-9098
360850, BR, Paige Hoover, 1106 Broad St , Sumter, SC, (803)773-2230
361971, BR, Rudolph Polito, 280 W. Coleman Blvd , Mount Pleasant, SC, (843)881-6741
361972, BR, Vickie Westbrook, 4711 Forest Dr , Columbia, SC, (803)782-0731
362274, BR, Wendy Dowey, 9920 Two Notch Rd , Columbia, SC, (803)788-7755

Tennessee
331210, BR, Ricky Payne, 1723 Memorial Blvd , Murfreesboro, TN, (615)895-3145
342103, BR, Hasmukh Bhakta, 3919 Nolensville Road , Nashville, TN, (615)834-2126
344517, BR, Ronald Allen, 889-A S. Jefferson Ave , Cookeville, TN, (931)528-1271
345594, BR, Aashish Patel, 2553 Murfreesboro Pike , Antioch, TN, (615)712-8101
350945, BR, Hasmukh Bhakta, 7635 Highway 70 S , Nashville, TN, (615)891-4947
355303, BR, Hasmukh Bhakta, 2231 N Mount Juliet Rd Ste 103, Mount Juliet, TN, (615)288-3425
360515, BR, Brandon Anglin, 214 E Main St , Franklin, TN, (615)790-3795
360524, BR, Hasmukh Bhakta, 127 Franklin Rd Ste 2, Brentwood, TN, (615)377-4798
361690, BR, Hasmukh Bhakta, 850 Hillwood Blvd Hillwood Shopping Ctr, Nashville, TN, (615)356-6258
361695, BR, Teresa Gravelle, 170 E Main St Suite E, Hendersonville, TN, (615)822-1250
361700, BR, Teresa Gravelle, 1777 Gallatin Rd N Mchenry Shopping Center, Madison, TN, (615)860-2205
362253, BR, Thomas Halliday, 1873 Fort Campbell Blvd , Clarksville, TN, (931)645-3131
362255, BR, Ricky Payne, 2510 Lebanon Pike , Nashville, TN, (615)884-6116
362257, BR, Ricky Payne, 1023 W Main St , Lebanon, TN, (615)443-3606
362261, BR, Thomas Halliday, 2531 Wilma Rudolph Blvd , Clarksville, TN, (931)647-3131
362265, BR, Jack Yost, 2170 Old Fort Pkwy , Murfreesboro, TN, (615)890-3877

Texas
330542, BR, Robert Springer, 3302 N 4th St Wendys, Longview, TX, (903)663-9331
330546, BR, Shrenik Thakkar, 5238 Dezavala Rd Ste 132, San Antonio, TX, (210)699-3911
330547, BR, Gregory Cox, 2704 Cross Timbers Rd Suite 106, Flower Mound, TX, (972)539-4669
330548, BR, Patrick Lu, 5960 W Parker Rd Suite 208, Plano, TX, (972)403-3131
330580, BR, Patrick Lu, 4136 S Carrier Pkwy Suite 340, Grand Prairie, TX, (972)642-7023
330588, BR, Shrenik Thakkar, 606 S Walnut Ave Ste B, New Braunfels, TX, (830)606-2231
331110, BR, Cynthia Barnes, 121 State Hwy 332 W Suite H, Lake Jackson, TX, (979)285-9788
331112, BR, Alpa Shah, 3001 Hardin Blvd Suite 116, Mckinney, TX, (972)562-6338
331221, BR, Darlene Gentry, 4701 S Padre Island Dr Ste H, Corpus Christi, TX, (361)852-0945
331652, BR, Shannon Norman, 2431 University Blvd , Houston, TX, (713)520-5248
332091, BR, Juan Barron, 8000 Research Forest Dr Suite 315, The Woodlands, TX, (281)419-3494
332835, BR, Michael Watters, 11846 Bandera Rd , Helotes, TX, (210)695-1368
333007, BR, Ravinder Poolapally, 13040 Louetta Rd Ste 244, Cypress, TX, (281)379-7007
333471, BR, Loretta Sciortino, 2180 Reese St Bldg 1385, San Antonio, TX, (210)674-6465
333478, BR, Tom Matthew, 2490 7th St Bldg 2420 Suite 42, Fort Sam Houston, TX, (210)225-4694
336404, BR, Tejal Bhakta, 8250 Agora Pkwy Suite 110, Selma, TX, (210)945-6611
337424, BR, Vanessa Hauser Herrera, 1320 Zaragoza Road Ste 122, El Paso, TX, (915)790-2210

429
337483, BR, Grace Hauser, 3434 N. Mesa Street , El Paso, TX, (915)533-3110
337649, BR, Cynthia Barnes, 10504 Broadway St Suite B, Pearland, TX, (713)436-5358
337650, BR, Shaw Darwish, 1560 S Mason Rd Ste B, Katy, TX, (281)395-3556
338339, BR, Asumta Affonso, 19970 Southwest Freeway, Sugar Land, TX, (281)342-2688
338708, BR, Todd Finkel, 9911 Brodie Lane Ste 850, Austin, TX, (512)291-8500
339253, BR, I-Ho Wang, 11660 Westheimer Rd, Houston, TX, (281)870-9560
339383, BR, Adrian Guzman, 12312 Barker Cypress Rd Suite 1100, Cypress, TX, (281)304-4550
340925, BR, Jeanette Dominguez, 1530 Femoyer St Bldg 10345, Lackland Air Force Base, TX, (210)645-1229
343428, BR, I-Ho Wang, 8076 S Gessner Dr , Houston, TX, (713)541-9606
343835, BR, Sonal Patel, 4654 South Cooper Suite 314, Arlington, TX, (817)419-9986
343967, BR, Marta Pertuz, 158 W. FM 544 Suite # 122, Murphy, TX, (972)516-9100
344164, BR, Shrenik Thakkar, 17460 IH 35 North Suite 428, Schertz, TX, (210)651-5131
345107, BR, Sonal Patel, 990 Highway 287 N, Mansfield, TX, (817)453-8649
345436, BR, Marta Pertuz, 5500 Greenville Ave Unit # 501, Dallas, TX, (214)890-9800
345544, BR, Paul Batson, 1552 FM 685, Pflugerville, TX, (512)551-9466
345793, BR, Marta Pertuz, 2951 Ridge Rd, Rockwall, TX, (214)771-0304
345899, BR, Huyen Do, 6920 S. Fry Rd Suite A, Katy, TX, (281)391-3161
345974, BR, Jawad Aslam, 7410 Preston Rd, Frisco, TX, (214)872-1114
346037, BR, Concetta Raymond, 1335 E. Whitestone Blvd , Cedar Park, TX, (512)986-7593
346436, BR, Salman Siddiqui, 2750 State Highway121 Suite 800, Euless, TX, (817)571-3131
346899, BR, Michael Connor, 4030 Dowlen Rd Suite 8, Beaumont, TX, (409)898-3131
347508, BR, John Hill, 20821 US Highway 281 N Suite 106, San Antonio, TX, (210)481-9396
347590, BR, Doug Raymond, 9900 W. Parmer Ln, Austin, TX, (512)248-2275
348023, BR, Guillermo Perez, 1420 E Expressway 83 , McAllen, TX, (956)682-9676
348403, BR, Guillermo Perez, 100 E Nolana Ave The Shoppes at Nolana, McAllen, TX, (956)627-5755
348464, BR, Gregory Cox, 2700 E Eldorado Pkwy Ste 103, Little Elm, TX, (972)987-4355
348566, BR, Abdul Vayani, 2063 West Southlake Blvd. , Southlake, TX, (817)421-3100
348630, BR, Noor Ul Ain Siddique, 3809 Atascocita Rd, Atascocita Clayton Centre, Humble, TX, (281)852-4800
349010, BR, Kirtikumar Patel, 2666 N Belt Line Rd Suite 2666 Grande Center, Irving, TX, (972)871-2600
349023, BR, John Hill, 10003 NW Military Hwy Ste 3109, San Antonio, TX, (210)493-2636
349032, BR, Abderrazek Zaafrani, 3303 Williams Dr Ste 101 Booty's Crossing Ctr, Georgetown, TX, (512)863-4478
349057, BR, Adel El-Habashy, Marshall Rd Building 1613, Fort Bliss, TX, (915)562-3005
349177, BR, Kamal Singh, 7596 FM 1960 Rd W, The Commons at Willowbrook, Houston, TX, (281)894-5522
349213, BR, I-Ho Wang, 1354 W 43rd St Suite D, Houston, TX, (713)290-0877
349393, BR, Andrew Tsao, 4414 North Freeway Suite 200 Northline Commons, Houston, TX, (713)694-0963
349623, BR, Hiren Chudasama, 25114 Grogans Mill Rd Ste C The Woodlands, Spring, TX, (281)298-3443
349624, BR, Clayton Harrell, 5539 W Loop 1604 N Suite 101 Alamo Ranch, San Antonio, TX, (210)684-3131
349727, BR, Behzad Khan, 9203 Highway 6 S Ste 102 Fort Bend Center, Houston, TX, (281)564-0962
349791, BR, Rohan Patel, 15242 Wallisville Rd Suite H Black Rock Commons, Houston, TX, (832)582-8024
350303, BR, Grace Hauser, 931 N Resler Dr Ste 101, El Paso, TX, (915)587-8431
350613, BR, Rohan Patel, 3811 Center St Ste B, Deer Park, TX, (281)884-8990
350856, BR, Hudson Group (HG) Retail, LLC, 8008 Cedar Springs Dallas Love Field, Dallas, TX, (214)350-8828
350956, BR, William Kent, 6900 East Ridge Rd, Odessa, TX, (432)362-0858
351134, BR, William Kent, 5400 Briarwood Ave, Midland, TX, (432)679-0789
351178, BR, I-Ho Wang, 14460 Hillcroft St Ste 103, Houston, TX, (281)501-9606
351390, BR, Vanessa Hauser Herrera, 12379 Edgemere Blvd Suite 107, El Paso, TX, (915)855-3131
351770, BR, Shaw Darwish, 2750 FM 1463 Rd , Katy, TX, (281)371-3131
351943, BR, Rajendra Patel, 634 NW Loop 410 Suite 101, San Antonio, TX, (210)402-3151
352524, BR, Hudson Group (HG) Retail, LLC, 8008 Cedar Springs Rd Post Security, Dallas, TX, (214)353-2976
352677, BR, Patrick Lu, 8411 Preston Rd Suite 120, Dallas, TX, (214)691-7848
352679, BR, Clayton Harrell, 1203 N Loop 1604 W Suite 107, San Antonio, TX, (210)492-3331
352875, BR, Susi Atri, 1442 Kingwood Dr , Kingwood, TX, (281)312-1233
353080, BR, Vanessa Hauser Herrera, 8900 Viscount Blvd Suite DB, El Paso, TX, (915)592-3131
354014, BR, Madhu Rana, 2570 Justin Rd, Highland Village, TX, (972)221-4567
354834, BR, James Chow, 11700 Preston Rd Suite 670, Dallas, TX, (214)368-3311
354870, BR, Himesh Shah, 6921 Independence Pkwy Suite 110, Plano, TX, (972)491-7301
355682, BR, Guillermo Perez, 7910 Westview Dr , Houston, TX, (713)360-7205
356487, BR, Grace Hauser, 13034 Eastlake Dr #A, Horizon City, TX, (915)345-1731
356522, BR, Mark Norman, 6401 Woodway Dr STE 115, Houston, TX, (713)750-9964
360465, BR, Henry Tsao, 5408 Bellaire Blvd , Bellaire, TX, (713)665-4350
360466, BR, Kitty Hsu, 1011 Edgebrook Dr , Houston, TX, (713)946-1198
360467, BR, Guillermo Perez, 1634 Gessner Dr , Houston, TX, (713)973-1562
360468, BR, Ben Royce, 3266 Westheimer Rd, Houston, TX, (713)520-6881
360472, BR, Constance Chiu, 1051 Nasa Rd, Houston, TX, (281)488-3137

430
360473, BR, Joseph Wong Cheong Lee, 6755 Bissonnet , Houston, TX, (713)271-2650
360474, BR, David Pan, 2802 Palmer Hwy, Texas City, TX, (409)948-2182
360475, BR, Marci Fowlkes, 6418 N. New Braunfels Ave, San Antonio, TX, (210)826-1231
360485, BR, Reza Sehat, 6914 W Military Dr , San Antonio, TX, (210)673-2331
360489, BR, Kitty Hsu, 14501 Memorial Dr , Houston, TX, (281)496-1358
360491, BR, Jonathan Lee, 9315 Katy Fwy , Houston, TX, (713)468-3642
360494, BR, Jai Patel, 730 W Stassney Ln Ste 155, Austin, TX, (512)444-3049
360495, BR, Cynthia Barnes, 4547 FM1960 Rd W Northoaks Shopping Center, Houston, TX, (281)440-0296
360775, BR, Barbara Bradish, 2433 W Kiest Blvd, Dallas, TX, (214)337-0727
360777, BR, Priscilla Dyer, 1547 Wooded Acres Dr , Waco, TX, (254)776-6155
360783, BR, Alvaro Pertuz, 1748 E. Belt Line Rd Richardson East Center, Richardson, TX, (972)907-0981
360794, BR, Paula Wolslager, 3303 Sherwood Way, San Angelo, TX, (325)944-3699
360797, BR, William Kent, 2101 W. Wadley Ave Suite 4, Midland, TX, (432)682-7131
361412, BR, Grace Hauser, 9574 Dyer St , El Paso, TX, (915)755-3132
361414, BR, Vanessa Hauser Herrera, 10790 Pebble Hills Dr Pebble Village, El Paso, TX, (915)593-3131
361661, BR, Constance Chiu, 1924 El Dorado Blvd , Houston, TX, (281)486-5471
361663, BR, Cynthia Barnes, 3366 Highway 6, Sugar Land, TX, (281)980-5405
361666, BR, Rajendra Patel, 6727 Bandera Rd , San Antonio, TX, (210)684-9373
361670, BR, Mark Schiffgens, 12407 N Mo Pac Expy Ste 115, Austin, TX, (512)833-8800
361671, BR, Felicitas Rios, 12442 Nacogdoches Rd, San Antonio, TX, (210)590-8922
361914, BR, Chi Song, 6248 Rufe Snow Dr #402 Rufe Snow Village, Fort Worth, TX, (817)581-7557
361915, BR, Ravinder Poolapally, 16836 Stuebner Airline Rd, Spring, TX, (281)376-9144
362056, BR, Grace Hauser, 5640 Montana Ave #A , El Paso, TX, (915)772-8311
362278, BR, Concetta Raymond, 307 W Taylor Ave, Round Rock, TX, (512)310-2431

Utah
335190, BR, Teresa Odekirk, 576 E 400 S, Salt Lake City, UT, (801)355-1480
345958, BR, Michael Ward, 11428 S. District Dr Suite 200, South Jordan, UT, (801)727-0601
356720, BR, Melinda Cannon, 2696 Pioneer Rd Suite A, Saint George, UT, (435)673-1950
361092, BR, Grant Stewart, 29 E 1230 N, Provo, UT, (801)377-0031
361093, BR, Pradeep Jhawar, 1166 Washington Blvd, Ogden, UT, (801)621-3333
361095, BR, Teresa Odekirk, 530 S Main St, Bountiful, UT, (801)298-9931
361096, BR, Pradeep Jhawar, 3675 Harrison Blvd, Ogden, UT, (801)627-1444
361099, BR, Michael Ward, 210 N State St, Orem, UT, (801)224-0731
361101, BR, Teresa Odekirk, 1465 E. 2100 S, Salt Lake City, UT, (801)484-1351
361104, BR, Jerry Wright, 435 State St, Clearfield, UT, (801)825-3131
361105, BR, Justin Odekirk, 3490 W 3500 S, West Valley City, UT, (801)969-1071
361106, BR, Justin Odekirk, 9497 S. 700 E, Sandy, UT, (801)572-4064
361111, BR, Justin Odekirk, 1088 E Gentile St Fairfield Plaza Shopping Ctr, Layton, UT, (801)546-3100

Virginia
332363, BR, Mamta Asri, 1140 W Broad St , Falls Church, VA, (703)532-6100
347668, BR, Wasi Ansari, 9457 Lorton Market St , Lorton, VA, (703)372-2000
348918, BR, Rakesh Patel, 5636 Princess Anne Rd , Virginia Beach, VA, (757)321-8461
353671, BR, Kenneth Lewis, 2040 Coliseum Dr , Hampton, VA, (757)690-8533
357037, BR, Mary Alphs, 13801 Heathcote Blvd, Gainesville, VA, (571)284-7238
360254, BR, Fahimuddin Pasha, 1701 Centre Plz , Alexandria, VA, (703)998-4177
360259, BR, Amir Mian, 6432 Brandon Ave Tower Shopping Center, Springfield, VA, (703)644-3131
360263, BR, Syeda Islam, 6664 Arlington Blvd , Falls Church, VA, (703)538-4690
360278, BR, Iqbal Noor Ali, 1446 Reston Pkwy North Point Village Center, Reston, VA, (703)742-3387
360970, BR, John Whitehead, 6940 Forest Hill Ave, Richmond, VA, (804)272-9952
360972, BR, Ralph Youngs, 5510 W Broad St , Richmond, VA, (804)288-9591
360979, BR, Gina Youngs, 416 Prince George St, Williamsburg, VA, (757)229-6385
360981, BR, Chong Lewis, 14371 Warwick Blvd Warwick-Denbigh Shoppig Ctr, Newport News, VA, (757)874-7731
360988, BR, Afm Haque, 1258 Elden St , Herndon, VA, (703)478-0310
361490, BR, Ramida Ulit, 9547 Braddock Rd Twinbrook Plaza, Fairfax, VA, (703)425-5131
361501, BR, Wassim Ghali, 13344 Franklin Farms Rd Suite C, Herndon, VA, (703)437-3133
362307, BR, Sukanya Kitthanawong, 7001H Manchester Blvd Manchester Lakes, Alexandria, VA, (703)921-5330
362308, BR, Pichina Bell, 7561 Huntsman Blvd Huntsman Sq Shopping Ctr, Springfield, VA, (703)451-1818

Washington
330862, BR, Kyung Son, 3411 169th Pl NE #1 , Arlington, WA, (360)659-1661
330865, BR, Yong Choe, 4810-A Yelm Hwy SE Little Prairie Center, Lacey, WA, (360)413-0030
332170, BR, Urnjoo Lee, 16729 SE 272nd St, Kent, WA, (253)638-9931

431
332171, BR, Kathleen Murphy, 17404 Meridian E Ste E, Puyallup, WA, (253)445-5911
332178, BR, Jin Myung Sanders, 22833 Bothell Everett Hwy Ste 112, Bothell, WA, (425)489-3981
332280, BR, Phil Bisaillon, 16600 SE Mcgillivray Blvd Suite 110, Vancouver, WA, (360)253-9960
332487, BR, Young Kim, 2307 W Court St , Pasco, WA, (509)542-1931
332509, BR, Gurinder Bains, 458 SW Mt Si Blvd , North Bend, WA, (425)888-4422
337310, BR, Giau Huynh, 800 NE Tenney Rd #109, Vancouver, WA, (360)566-1119
337670, BR, Chris Ahn, 4615 196th St SW STE #142 , Lynnwood, WA, (425)776-8823
339199, BR, Mary Kirkpatrick, 2727 S Mount Vernon St , Spokane, WA, (509)532-0031
340049, BR, Albert Tadevosyan, 25620 102nd Place SE, Kent, WA, (253)859-9510
340779, BR, Aelysa Park, 1201 Valley Ave Suite 109, Sumner, WA, (253)891-3103
345157, BR, Cuc Tzeng, 17819 108th Ave SE, Renton, WA, (425)793-3544
349323, BR, Rand Akins, 140 Gage Blvd Ste 205, Richland, WA, (509)374-4310
350586, BR, Matt Perry, 13116 39th Ave SE, Everett, WA, (425)385-8511
350684, BR, Innova Assets LLC, 9335 Martin Way E , Olympia, WA, (360)459-9882
353604, BR, Ramin Forghani, 2323 E Section St Suite 100, Mount Vernon, WA, (360)419-9600
360699, BR, Hien Quoc Nguyen, 1400 156th Ave Ne , Bellevue, WA, (425)747-8500
360700, BR, Ung Chun Pak, 6125 100th St Sw , Tacoma, WA, (253)584-1180
360701, BR, Dawn Charboneau, 816 Summitview Ave, Yakima, WA, (509)452-8818
360703, BR, In Sung Choi, 826 NE Northgate Way, Seattle, WA, (206)364-4320
360705, BR, Thuylinh Le, 5802 Evergreen Way, Everett, WA, (425)353-3444
360706, BR, Kim Anh Nguyen, 6214 6th Ave, Tacoma, WA, (253)244-5501
360708, BR, Nhut Vu Nguyen, 4019 Colby Ave , Everett, WA, (425)259-6336
360711, BR, Bich-thao Nguyen, 926 N 185th, Seattle, WA, (206)542-5054
360712, BR, Adam Driver, 2003 E Isaacs Ave , Walla Walla, WA, (509)522-3131
360726, BR, Tony Jia, 7000 NE Highway 99, Vancouver, WA, (360)696-9931
360727, BR, Emily Carlson, 660 Elliott Ave W, Seattle, WA, (206)284-3372
360730, BR, Hung Kuei Lee, 15100 Se 38th St Suite 102, Bellevue, WA, (425)746-1331
360731, BR, Everett Royse, 12155 Pacific Ave S, Tacoma, WA, (253)531-2404
360732, BR, Chia Chun Hsu, 890 Stevens Dr , Richland, WA, (509)943-3231
360740, BR, Cuc Tzeng, 520 Rainer Ave S, Renton, WA, (425)226-3113
360742, BR, Kimberly An, 10007 Main St, Bothell, WA, (425)486-3131
360744, BR, Albert Tadevosyan, 918 Auburn Way S, Auburn, WA, (253)833-0303
360746, BR, Kathleen Murphy, 1422 E Main Ave , Puyallup, WA, (253)848-6713
360750, BR, Jin Hee Hong, 12673 NE 85th St , Kirkland, WA, (425)827-3132
360753, BR, Kristine Schmunk, 12510 E Sprague Ave, Spokane, WA, (509)924-3131
360757, BR, Lorena Birk, 1540 15th Ave, Longview, WA, (360)636-3110
360758, BR, Jin Soon Pak, 23627 Pacific Hwy S, Des Moines, WA, (206)824-2470
360759, BR, Rand Akins, 2803 W. Clearwater Ave The Highland Center, Kennewick, WA, (509)783-9279
360761, BR, Jill Giles, 8700 Ne Vancouver Mall Dr Space 162, Vancouver, WA, (360)256-7722
360762, BR, Rifat Barbour, 993 Southcenter Mall, Tukwila, WA, (206)248-2805
360766, BR, Stephen Thanem, 1611 E. Front St , Port Angeles, WA, (360)452-7777
360771, BR, Paul Simard, 525 N Stratford Rd , Moses Lake, WA, (509)765-4544
360772, BR, Gregory Wall, 9111 N Country Homes Rd , Spokane, WA, (509)467-5264
361825, BR, Trupti Thakor, 1314 72nd St E # 4305 Tacoma Vista Shopping Center, Tacoma, WA, (253)539-5711
361826, BR, Michael Peoples, 3010 Harrison Ave Nw , Olympia, WA, (360)943-1231
361833, BR, Dawn Charboneau, 1505 S 1st St, Yakima, WA, (509)575-1761
361834, BR, Kyong Hansen, 4502 S. Steele St Suite 321, Tacoma, WA, (253)472-8037
361835, BR, Marin Marlantes, 1622 S Gold St , Centralia, WA, (360)736-0310
361836, BR, Kyong Hansen, 4326 Bridgeport Way W , Tacoma, WA, (253)565-6078
361840, BR, Phuong Do, 2001 Rainier Ave S , Seattle, WA, (206)324-0031
361844, BR, Jake Gov, 2255 140th Ave Ne , Bellevue, WA, (425)643-3136
361845, BR, Thanh Pham, 622 S Sprague Ave, Tacoma, WA, (253)272-3100
361848, BR, Janice Peoples, 3431 Capitol Blvd S, Tumwater, WA, (360)786-0431
361852, BR, Mimi Kim, 1590 Nw Gilman Blvd Meadows Shopping Ctr Ste 8, Issaquah, WA, (425)392-8524
361855, BR, Tamara Thomas, 1925 N Monroe St, Spokane, WA, (509)327-1531
361858, BR, Caroline Quick, 10315 Silverdale Way Nw , Silverdale, WA, (360)698-3152
361861, BR, Young Son, 9501 State Ave Ste B, Marysville, WA, (360)659-0777
361862, BR, Lynn Nickerson, 32760 State Rte 2o, Oak Harbor, WA, (360)675-3103
361864, BR, Kathleen Murphy, 3850 Meridian St S #1a , Puyallup, WA, (253)848-7732
361865, BR, Kenneth Cleveland, 1025 N Mission St, Wenatchee, WA, (509)663-0323
361866, BR, Yeong Pan, 2900 78th Ave Se , Mercer Island, WA, (206)236-2781
361874, BR, Si-Chul Lee, 1421 Avenue D , Snohomish, WA, (360)568-5366
361875, BR, Rifat Barbour, 2138 SW 336th St , Federal Way, WA, (253)661-6429
361876, BR, Shane Wooddell, 4750 N Division St #180 , Spokane, WA, (509)487-5574

432
361878, BR, In Sung Choi, 1402 SE Everett Mall Way Space 9F, Everett, WA, (425)355-3100
361880, BR, Yoo Kyong Choi, 17330 140th Ave SE Ste F-1, Renton, WA, (425)255-5688
361885, BR, Edgar Ziroyan, 15704 Mill Creek Blvd #20 , Mill Creek, WA, (425)385-3131
361886, BR, Kathleen Murphy, 11012 Canyon Rd E Summit Country Center Ste 49, Puyallup, WA, (253)531-4425
361891, BR, Mariya Chernichenko, 7411 NE 117th Ave, Orchards, WA, (360)254-3210
361893, BR, Rifat Barbour, 1946 S. Seatac Mall B-42 Seatac Mall, Federal Way, WA, (253)946-3375
361895, BR, Gary Dee Riggle, 3802 W Nob Hill Blvd , Yakima, WA, (509)965-5515
361898, BR, Albert Tadevosyan, 1702 Auburn Way N, Auburn, WA, (253)939-2996
361899, BR, Myung Kwon, 401 Northgate Mall, Seattle, WA, (206)364-9344
361900, BR, William Hundven, 20911 State Route 410 E , Bonney Lake, WA, (253)863-5325
361901, BR, Gihoun Kwon, 14027 NE Woodinville Duvall Rd Woodinville Plaza, Woodinville, WA, (425)487-1558
361902, BR, Si-Chul Lee, 18817 State Rd 2 , Monroe, WA, (360)805-0639
362005, BR, Michael Buchan, 530 Sw Everett Mall Way Suite 102 Evergreen Forum, Everett, WA, (425)348-3100
362009, BR, Edgar Ziroyan, 11014 19th Ave SE Ste #9, Everett, WA, (425)316-3131
362010, BR, Renee Charlton, 1291 Bridge St, Clarkston, WA, (509)751-8998
362011, BR, Gihoun Kwon, 17181 Redmond Way Suite 900, Redmond, WA, (425)883-0031

Wisconsin
354380, BR, BALLARD GCS, LLC, 3421 N Ballard Rd, Appleton, WI, (920)702-2263
355177, BR, GRAND CENTRAL, LLC, 1593 E Mason St , Green Bay, WI, (920)548-5271
360213, BR, Elyse Grunwaldt, 8820 N Port Washington Rd , Bayside, WI, (414)352-1020
360216, BR, Cheryl Boden, 1417 N. Wauwatosa Ave, Wauwatosa, WI, (414)453-0330
361459, BR, Luis Garcia-Villanueva, 2436 W College Ave , Appleton, WI, (920)358-7272

West Virginia
360569, BR, Gerrit Kimmey, 1598 Washington Blvd, Huntington, WV, (304)529-2133
361682, BR, Royce Caldwell, 4120 MacCorkle Ave SE , Charleston, WV, (304)925-3013
362389, BR, John Reekes, 512 Maccorkle Ave SW , South Charleston, WV, (304)744-2405
361097, BR, Patsy Tozier, 723 E 16th St , Cheyenne, WY, (307)635-2588

List of Current Baskin-Robbins Area Developers:

SDA PC#, DMA, Franchisee Name, Franchisee City, State, Phone (if available)

355093, 511-Washington, DC, Mary B. Alphs, Haymarket, VA, (703)298-4268


355182, 698-Montgomery, AL, Dehuti K. Patel, Dothan, AL, (334)380-4523
355667, 825-San Diego, CA, Gary T. Yarbrough, La Mesa, CA, (619)922-0798
355723, 511-Washington, DC, Amir Mian, Springfield, VA, (703)725-7674
355764, 529-Louisville, KY, Mukesh Naik, Louisville, KY, (812)479-5197
355811, 803-Los Angeles, CA, Sharooz Setarehshenas, Santa Monica, CA, (310)877-8911
356832, 811-Reno, NV, Kirandeep Kaur, Sparks, NV, (775)223-1759
356851, 839-Las Vegas, NV, Joao V. Soares, North Las Vegas, NV, (203)335-8550
357035, 811-Reno, NV, Nathan E Jones, Sparks, NV, (773)342-5121
357104, 807-San Francisco, CA, Satwant Singh, San Jose, CA, (408)771-2438
357117, 508-Pittsburgh, PA, Michael J. Orie, Pittsburgh, PA, (201)804-7744
357305, 622-New Orleans, LA, Adil Sequeira, Metairie, LA, (504)957-6457
357306, 803-Los Angeles, CA, Susan A. Morgan, Oxnard, CA, (949)351-6922
357309, 790-Albuquerque, NM, Crystal R. Medina, Albuquerque, NM, (505)440-7251
357344, 765-El Paso, TX, Grace B. Hauser, El Paso, TX, N/A
357347, 753-Phoenix, AZ, Gina M. Kaiser, Phoenix, AZ, (602)803-2194
357494, 618-Houston, TX, Shannon M. Norman, Pearland, TX, (713)927-5991
357600, 803-Los Angeles, CA, Tamheed Ullah, Simi Valley, CA, N/A
357684, 551-Lansing, MI, April M. English, Williamston, MI, (517)775-5009
357744, 659-Nashville, TN, Joseph R. Snell, Franklin, TN, (217)621-6405
358049, 868-Chico/Redding, CA, Paresh Patel, Redding, CA, (530) 209-5785

433
BASKIN-ROBBINS
January 1, 2017 to December 30, 2017 (Fiscal 2017)
Franchisees Who Sold Their Restaurants, or are Otherwise
No Longer in Business at the Indicated Location*
BR is required to provide franchise candidates with the following list of "former" franchisees. To be listed, a
franchisee, at one of his/her Restaurants, must have been involved in a transaction falling into one of the categories
listed below. While some of the listed franchisees may have been terminated for violations of their franchise
agreements or left the System because of poor operating results, THIS IS NOT A LIST OF FRANCHISEES
WHOSE BUSINESSES HAVE FAILED.
Most of the former franchisees on the list sold one or more Restaurants. When this occurs, we usually assign or
terminate their franchise agreement and add the sellers to this list. A number of the "former" franchisees may be
currently operating other Restaurants. The vast majority of listed Restaurants are still operating.
To better understand the transactions from which the following list was generated, please refer to the franchisee
statistical information section of this Disclosure Document.
*Definition required by the Federal Trade Commission: A list of every franchisees who had an outlet
terminated, cancelled, not renewed, or otherwise ceased to do business under the franchise agreement
during our most recently completed fiscal year or who has not communicated with us within 10 weeks of
the issuance date of this Disclosure Document.
If you buy this franchise, your contact information may be disclosed to other buyers when you leave the franchise
system.
Note: The list of Baskin-Robbins franchisees who have left the system in the last fiscal year is divided
alphabetically by Restaurant state location.
Restaurant Number, Restaurant City and State, Former Franchisee’s Name, City, State, Phone and/or Email Address
ARIZONA
339871, PHOENIX, AZ, ANTHONY BUCKLER III, PEORIA, AZ, (623), 628-9915, FIVEAZBUCKS@MSN.COM
342426, SCOTTSDALE, AZ, ERIC MCCARTHY, PHOENIX, AZ, (602), 326-3685, ERICMCCAR@AOL.COM
343521, GILBERT, AZ, ERIC MCCARTHY, PHOENIX, AZ, (602), 326-3685, ERICMCCAR@AOL.COM
349116, QUEEN CREEK, AZ, ANTHONY BUCKLER III, PEORIA, AZ, (623), 628-9915, FIVEAZBUCKS@MSN.COM
360210, FLAGSTAFF, AZ, LU ANN HUNT, FLAGSTAFF, AZ, NOT AVAILABLE, LULU299@INFOMAGIC.NET

CALIFORNIA
334725, FOSTER CITY, CA, JASON REGAN, REDWOOD CITY, CA, (650), 339-1118,
335550, RANCHO CORDOVA, CA, AMAR PATEL, SAN FRANCISCO, CA, (415), 518-8662, AMARPATEL428@GMAIL.COM
336687, ELK GROVE, CA, SANDRA LOCKHART, FAIR OAKS, CA, (916), 393-1331,
336788, MISSION VIEJO, CA, ERIC YUN, LADERA RANCH, CA, (714), 496-2843, YUNON4879@DAUM.NET
336837, FONTANA, CA, KARIMA MOUNJI, FONTANA, CA, (951), 217-6607, KELAOUFIR@AOL.COM
336866, SACRAMENTO, CA, SANDRA LOCKHART, FAIR OAKS, CA, (916), 393-1331,
337060, VALLEJO, CA, CAMRAN NOJOOMI, VALLEJO, CA, NOT AVAILABLE, , CNOJOOMI@ASHRIA.COM
337391, SUISUN CITY, CA, CAMRAN NOJOOMI, SUISUN CITY, CA, NOT AVAILABLE, , CNOJOOMI@ASHRIA.COM
337837, LONG BEACH, CA, NARINDER GILL, DIAMOND BAR, CA, (925), 786-3200, RSEKHON78@GMAIL.COM
342456, GILROY, CA, DANIEL FIORIO, GILROY, CA, (408), 842-8842, DAN@FIORIOFARMS.COM
348158, WINDSOR, CA, CYNTHIA HIGGINS, WINDSOR, CA, (707), 838-0242, PCHIGGINS1@GMAIL.COM
348752, FRESNO, CA, DALJIT GILL, SELMA, CA, (559), 304-5050, GILL559@SBCGLOBAL.NET
349302, TORRANCE, CA, KAMRAN NADIR, TORRANCE, CA, (818), 414-1036, KNADIR@ATCUS.COM
351759, SAN DIEGO, CA, FERIAL NASSERI, SAN DIEGO, CA, (636), 627-1967, KHAJAVI_REZA@YAHOO.COM
360005, WEST COVINA, CA, KHALID ELAOUFIR, FONTANA, CA, (951), 217-6607, KELAOUFIR@AOL.COM
360019, ANAHEIM, CA, BINOY KOTHARI, CERRITOS, CA, (562), 440-2771, KOTHARISUBWAY@AOL.COM
360069, CLAREMONT, CA, SAID RAWANI, CORONA, CA, (951), 522-3095, SHAMALI1@SBCGLOBAL.NET
360100, CHICO, CA, MOHAMMAD ABBAS, SACRAMENTO, CA, (916), 494-2802, ABBAS2802@GMAIL.COM
360132, LODI, CA, TERRY SAZAMA, LODI, CA, NOT AVAILABLE, , TDSAZ@SBCGLOBAL.NET
361169, LODI, CA, LORETTA SAZAMA, LODI, CA, NOT AVAILABLE, , LKS31@ATT.NET
361353, LONG BEACH, CA, MARIO MOREIRA, LAKEWOOD, CA, (562), 688-9624, MARIO@METROPLYWOOD.COM
361384, FONTANA, CA, KHALID ELAOUFIR, FONTANA, CA, (951), 217-6607, KELAOUFIR@AOL.COM
361386, SAN JUAN CAPISTRANO, CA, NICK RAGENOVICH, SAN CLEMENTE, CA, (949), 370-3611, NICKRAGE@SBCGLOBAL.NET
362068, SUNLAND, CA, HARISHCHANDRA JHALA, SUNLAND, CA, NOT AVAILABLE, , KUSHUMJHALA@YAHOO.COM
362071, LA MIRADA, CA, EKTA PIPALIA, FULLERTON, CA, (714), 904-6828, HEVY.BR@GMAIL.COM
362094, MORENO VALLEY, CA, YUN KOO PARK, WALNUT, CA, (909), 896-5864, YUNKPARK001@YAHOO.COM

434
362130, SAN DIEGO, CA, GARY YARBROUGH, LA MESA, CA, (619), 465-0798, GYARBRO@COX.NET
362167, WOODLAND HILLS, CA, JAMIL SHAIKH, WOODLAND HILLS, CA, NOT AVAILABLE, JAMIL31SHAIKH@HOTMAIL.COM

COLORADO
342209, COLORADO SPRINGS, CO, SHAISHAV PARIKH, COLORADO SPRINGS, CO, NOT AVAILABLE, , SEJALPARIKH@MSN.COM
353436, AURORA, CO, JOHN CHOI, COLORADO SPRINGS, CO, (719), 237-5266, 3244GRANDVIEW@GMAIL.COM

DISTRICT OF COLUMBIA
361488, WASHINGTON, DC, CHAIROD RAUNGTRIPHOP, WASHINGTON, DC, (571), 239-0711, CHAIROD@GMAIL.COM

FLORIDA
345475, PACE, FL, COLETTA D. FOUST, PACE, FL, (850), 393-9077,
360803, HOLLYWOOD, FL, KIRK GEORGE, MARGATE, FL, (954), 445-3096, KGEORGE@AGFLA.COM

GEORGIA
354213, ROSWELL, GA, CHRISTOPHER LOCHER, WOODSTOCK, GA, (678), 571-0544, LOCHER711@GMAIL.COM
355088, MARIETTA, GA, CHRISTOPHER LOCHER, WOODSTOCK, GA, (678), 571-0544, LOCHER711@GMAIL.COM

HAWAII
362030, KAILUA KONA, HI, CHONG HUI TSUKADA, KAILUA KONA, HI, NOT AVAILABLE, 31HAWAII1992@GMAIL.COM

IDAHO
360752, COEUR D ALENE, ID, KEVIN DIAMOND, HAYDEN LAKE, ID, (208), 667-0031, KPDTEMP@GMAIL.COM
361841, MOSCOW, ID, DANIEL LAWHEAD, MOSCOW, ID, NOT AVAILABLE, MOSCOWBR@FRONTIER.COM

ILLINOIS
354644, DECATUR, IL, SANDRA LEEDS, DECATUR, IL, (217), 853-0664, S_LEEDS_909@COMCAST.NET

IOWA
346071, DES MOINES, IA, CHITRA SHARMA, DES MOINES, IA, NOT AVAILABLE, , SALSHARMA@AOL.COM

LOUISIANA
360939, HAMMOND, LA, CATHERINE LORIA, HAMMOND, LA, NOT AVAILABLE, , SLORIA31@YAHOO.COM

MARYLAND
361227, SILVER SPRING, MD, AMINMOHAMED SHERIFF, WARRENTOWN, VA, (540), 270-5955, AHSHERIFF@AOL.COM
361496, OWINGS MILLS, MD, BRIAN RAMPMEYER, OWINGS MILLS, MD, (443), 838-0800, SPLITRICH@GMAIL.COM
361506, FREDERICK, MD, BRENT FAUNTLEROY, GAITHERSBURG, MD, (240), 997-6744, BRENTFAUNT@GMAIL.COM
361507, BALTIMORE, MD, SHAJI MATHEW, NOTTINGHAM, MD, (718), 514-1440, SJMMANAGEMENT@GMAIL.COM

MICHIGAN
361643, ROYAL OAK, MI, JOVAN RISTIC, TROY, MI, (248), 544-8693, 31FLVRSROYALOAK@COMCAST.NET

NEVADA
361223, LAS VEGAS, NV, DEBRA SOARES, LAS VEGAS, NV, NOT AVAILABLE, JOAOVS@AOL.COM
335473, HENDERSON, NV, DARIUSZ MOGIELNICKI, LAS VEGAS, NV, (702) 501-4560, DARIUSZ4LOAN@YAHOO.COM

OREGON
332508, PORTLAND, OR, STACEY APLING, SCAPPOOSE, OR, (503) 348-0947, GH4927@GMAIL.COM
335901, LA GRANDE, OR, BRIAN WALDROP, LA GRANDE, OR, NOT AVAILABLE, BRIAN@ABENTER.COM
360704, ALBANY, OR, MOLLEE BIDWELL, ALBANY, OR, (541) 926-9310, MOOSE048TAB@GMAIL.COM

PENNSYLVANIA
330572, YARDLEY, PA, BARBARA KREUTZER, YARDLEY, PA, NOT AVAILABLE, BARBARA.KREUTZER@CONDUENT.COM

TEXAS
330547, FLOWER MOUND, TX, CHRISTINA ALLEN, FLOWER MOUND, TX, (972), 691-5731, CLYONS@YAHOO.COM
330548, PLANO, TX, CHENG-FU HUANG, PLANO, TX, NOT AVAILABLE, , BRDALLAS@GMAIL.COM
330588, NEW BRAUNFELS, TX, DAVID PATRICK O'DOCHARTY, NEW BRAUNFELS, TX, (210), 380-6885, MARLAN@EARTHLINK.NET
333007, CYPRESS, TX, KAMAL SINGH, CYPRESS, TX, (281), 251-7411, KAMAL189@HOTMAIL.COM
338339, SUGAR LAND, TX, SHRENIK THAKKAR, RICHMOND, TX, (832), 455-8466, SHRENIKTHAKKAR@SBCGLOBAL.NET
346436, EULESS, TX, HUSSAINI MARIWALA, DALLAS, TX, (630), 880-2803, HUSSAINIMANSOOR@HOTMAIL.COM
348464, LITTLE ELM, TX, CHRISTINA ALLEN, FLOWER MOUND, TX, (972), 691-5731, CLYONS@YAHOO.COM
349010, IRVING, TX, KIRTIKUMAR PATEL, EULESS, TX, (214), 202-0972, KACYPATEL@SBCGLOBAL.NET
349213, HOUSTON, TX, SHAWN SALYERS, HOUSTON, TX, (713), 444-4454, SHAWN.D.SALYERS@GMAIL.COM
349623, SPRING, TX, VENKATARAMANA GANGU, THE WOODLANDS, TX, (936), 647-1426, IAMADESI@HOTMAIL.COM
352875, KINGWOOD, TX, GUILLERMO PEREZ, KINGWOOD, TX, (832), 677-7451, GAPEREZ56@HOTMAIL.COM
360475, SAN ANTONIO, TX, ABHEY CHAUHAN, SAN ANTONIO, TX, (210), 787-5951, BR360475@GMAIL.COM

UTAH,
361092, PROVO, UT, CHRISTA HUTCHISON, SALT LAKE CITY, UT, (801), 440-0392, HUTCHISONBROTHER@GMAIL.COM

435
361114, SAINT GEORGE, UT, MELINDA CANNON, SANTA CLARA, UT, (435), 229-0126, MJCYESICAN@GMAIL.COM

VIRGINIA
360967, RICHMOND, VA, GINA YOUNGS, RICHMOND, VA, NOT AVAILABLE, WHISKERS3816@YAHOO.COM
360972, RICHMOND, VA, ANNAMARIE ROSSI, RICHMOND, VA, (804), 447-5070, CHERRYONTOP-ROSSI@COMCAST.NET

WASHINGTON
332487, PASCO, WA, MYUNG SONG, WOODINVILLE, WA, (206), 697-3810, KYOBSONG@GMAIL.COM
345157, RENTON, WA, ABBAS ZAIDI, KENT, WA, (206), 403-3034, ZAIDI.ABBASS@GMAIL.COM
350684, OLYMPIA, WA, JAMES LEE, FEDERAL WAY, WA, (360), 459-9882, JYLEE215@HOTMAIL.COM
355909, EAST WENATCHEE, WA, JULIE CLEVELAND, EAST WENATCHEE, WA, (509), 886-7827, KENNYCZZ@MSN.COM
360747, FEDERAL WAY, WA, HO-SEOK KIM, FEDERAL WAY, WA, (253), 839-2550, HOSEOK1119@HOTMAIL.COM
360748, SEATTLE, WA, AHMED FARAH, KENT, WA, (206), 932-7771, WESTSEATTLEBASKINROBBINS@GMAIL.COM
360762, TUKWILA, WA, ERIC BERQUIST, RENTON, WA, (425), 227-0667, THEBERQUISTFAMILY@COMCAST.NET
360768, PULLMAN, WA, WENDY COX, PULLMAN, WA, (509), 595-4218, DENNIS0COX@CLEARWIRE.NET
361881, LYNNWOOD, WA, NHUT VU NGUYEN, LYNNWOOD, WA, (425), 353-3444, NGUYENVUNHUT@YAHOO.COM
361891, ORCHARDS, WA, ROSEANN LEVERICH, VANCOUVER, WA, NOT AVAILABLE, ,

WEST VIRGINIA
362389, SOUTH CHARLESTON, WV, MT. HOPE HOLDINGS, LLC, CHARLESTON, WV, (304), 720-7133, MGRANEY@ONESTOPWV.COM

A list of franchisees who had a Restaurant terminated, cancelled, not renewed, or otherwise ceased to do
business under the franchise agreement for the period December 31, 2017 (first day of new Fiscal Year) to
March 15, 2018.

Restaurant Number, Restaurant City and State, Former Franchisee’s Name, City, State, Phone and/or Email Address

ARIZONA
361441, PHOENIX, AZ, KUEI SONG, PHOENIX, AZ, ZKUEI@YAHOO.COM

CALIFORNIA
360013, BURBANK, CA, JAMES MEANS, NULL, CA, (310) 962-1310, MEANSJ@SBCGLOBAL.NET
360104, LOS ALTOS, CA, DAVID MORROW, LOS ALTOS, CA, (650) 814-8933, DAVIDBMORROW@HOTMAIL.COM
361333, AGOURA, CA, HARISHCHANDRA JHALA, AGOURA, CA, KUSHUMJHALA@YAHOO.COM
361402, SAN DIEGO, CA, KENNETH WANG, LA JOLLA, CA, (858) 414-6910, KENWANGSD@HOTMAIL.COM
362075, ORANGE, CA, MARIO MARTINEZ, MURRIETA HOT SPRINGS, CA, (714) 797-7152, TRI_VO@HOTMAIL.COM

IDAHO
350772, MERIDIAN, ID, KIMBERLY FARMER, BOISE, ID, MFARM222@GMAIL.COM
360773, NAMPA, ID, KIMBERLY FARMER, BOISE, ID, MFARM222@GMAIL.COM
361847, BOISE, ID, KIMBERLY FARMER, BOISE, ID, MFARM222@GMAIL.COM

ILLINOIS
354644, DECATUR, IL, SANDRA LEEDS, DECATUR, IL, (217), 853-0664, S_LEEDS_909@COMCAST.NET

INDIANA
361701, GREENWOOD, IN, DIANA O'CONNOR, GREENWOOD, IN, (317) 441-2147, 0_DIANA@COMCAST.NET

KENTUCKY
360564, LOUISVILLE, KY, ANDREW PLEASANT, LOUISVILLE, KY, (781) 737-5165, APLEASANT13@SPALDING.EDU

OREGON
360765, PORTLAND, OR, GAIL GRIMES, PORTLAND, OR, (503) 477-4451, GGWASS@YAHOO.COM
361884, TIGARD, OR, SHELBY THATCHER, PORTLAND, OR, (503) 639-3713, SHELBY.JT@HOTMAIL.COM

TEXAS
360491, HOUSTON, TX, JONATHAN LEE, HOUSTON, TX, (713) 444-7151, HOUSTONBASKINROBBINS@GMAIL.COM
360777, WACO, TX, JERRY DYER, WACO, TX, (254) 379-3409, PRISCILLATX@HOTMAIL.COM

436
Appendix VII-A
Dunkin’ Donuts/Baskin-Robbins Current Combo Franchisees
Dunkin’ Donuts/Baskin-Robbins Current Combo Area Developers

Note: The list of currently operating Dunkin’ Donuts/Baskin-Robbins Combo Restaurants is divided
alphabetically by Restaurant state location:

List of Currently Operating Dunkin’ Donuts/Baskin-Robbins Combo Restaurants:

Restaurant #, Current Franchisee, Restaurant Address, Phone

Alabama
351825, DD/BR, PATEL MANAGEMENT LLC, 615 Martin St N Suite 1, Pell City, AL, (205)338-3297
354848, DD/BR, Edward Robinson, 1024 6th Ave SE , Decatur, AL, (256)274-9192
355292, DD/BR, James Hays, Jr., 426 AL Highway 69 S Petro Travel Plaza, Hanceville, AL, (256)615-6178

Arkansas
350232, DD/BR, Precision Management Advisors, Inc., 6805 Cantrell Rd , Little Rock, AR, (501)404-0083
352020, DD/BR, Eric McDuffie, 3340 Central Ave , Hot Springs, AR, (501)609-9610
354447, DD/BR, Eric McDuffie, 2708 Pine St , Arkadelphia, AR, (870)464-1553

Arizona
304990, DD/BR, Jeetendra Yadav, 1655 W. Valencia Rd Suite 101, Tucson, AZ, (520)729-1407
336977, DD/BR, R. Walter Thibodeau, 4676 E. Grant Rd , Tucson, AZ, (520) 795-7142
337492, DD/BR, R. Walter Thibodeau, 904 E. University Blvd , Tucson, AZ, (520) 882-7711
352280, DD/BR, Jeetendra Yadav, 15980 S Rancho Sahuarita Blvd Suite 100, Sahuarita, AZ, (520)207-4194
354293, DD/BR, SWN LLC, 8847 E Talking Stick Way , Scottsdale, AZ, (480)291-6590

California
352122, DD/BR, Talisin Burton, 601 Pacific Highway Embassy Suites Hotel, San Diego, CA, (619)239-2400
353652, DD/BR, SAWS, LLC, 1410 Main St , Ramona, CA, (760)789-0210
353808, DD/BR, Michael Stout, 36270 Hidden Springs Rd Unit A, Wildomar, CA, (951)678-0669
354485, DD/BR, Joseph Haupt, 26722 Portola Parkway Suite A, Foothill Ranch, CA, (949)916-9288

Colorado
354140, DD/BR, Douglas Patterson, 1530 Main St Unit A, Windsor, CO, (970)460-0539
355505, DD/BR, George Hart, 5940 Ellis St , Fort Carson, CO, N/A
357094, DD/BR, George Hart, 365 N Telluride St Buckley AFB, Aurora, CO, (719)785-4823

Connecticut
300396, DD/BR, Dennis Tournas, 375 E Putnam Ave , Cos Cob, CT, (203)869-7454
304368, DD/BR, James Cain, 458 Westport Ave , Norwalk, CT, (203)846-2908
310353, DD/BR, Michael Andreo, 141 Hebron Ave , Glastonbury, CT, (860)659-1324
330826, DD/BR, James Cain, 196 East Ave , Norwalk, CT, (203)855-5348
338792, DD/BR, Frank D'Andrea Jr., 177 Clinton St. , Killingworth, CT, (860)663-2233
339303, DD/BR, Nicholas Skroubelos, 135 Main St , Monroe, CT, (203)268-5718
339668, DD/BR, Joseph Naples, 1253 New Britain Ave , West Hartford, CT, (860)521-5153
341698, DD/BR, Dennis Tournas, 3355 Post Rd , Southport, CT, (203)319-0736

District of Columbia
334714, DD/BR, Abdolhossein Ejtemai, 2420 New York Ave Ne , Washington, DC, (202)526-3677
337643, DD/BR, Jerome Johnson, Shirley Memorial Hwy Pentagon Main Food Crt, Washington, DC, (703)271-4346
337723, DD/BR, Jerome Johnson, Shirley Memorial Hwy Pentagon Corridor 7/8, Washington, DC, (703)271-4347
341536, DD/BR, Konstantino Skrivanos, 616 23rd St. George Washington University, Washington, DC, (202)242-9509
342506, DD/BR, Konstantino Skrivanos, 801 Pennsylvania Avenue SE District of Columbia, Washington, DC, (202)543-3923
343597, DD/BR, Konstantino Skrivanos, 2750 14th St NW, Washington, DC, (202)234-0314
353991, DD/BR, Sachin Shah, 4020 Minnesota Ave NE, Washington, DC, (202)239-2253
355099, DD/BR, William Lacey, 50 Independence Ave SE House of Representatives, Washington, DC, N/A

437
Delaware
339437, DD/BR, Nickolas Nistazos, 4080 Dupont Hwy , Camden, DE, (302)698-1160
340943, DD/BR, George Nistazos, 1 Midway Shopping Ctr , Rehoboth Beach, DE, (302)645-8744
342165, DD/BR, George Nistazos, 146 Rehoboth Ave Unit #2, Rehoboth Beach, DE, (302)227-4262
344325, DD/BR, Nickolas Nistazos, 200 E. DuPont Hwy , Millsboro, DE, (302)934-7740
346911, DD/BR, Nickolas Nistazos, 25938 John J. Williams Hwy Bay Shore Plaza Unit 1, Millsboro, DE, (302)945-8588
355320, DD/BR, Nickolas Nistazos, 33364 S Pennsylvania Ave , Bethany Beach, DE, (302)539-1454

Florida
300904, DD/BR, Mahnaz Zahedi, 1900 N Federal Hwy , Fort Lauderdale, FL, (954)453-7745
301605, DD/BR, Nalinkant Desai, 1317 S Federal Hwy , Boynton Beach, FL, (561)732-0088
302514, DD/BR, Carlos Andrade, 4610 W Lake Mary Blvd , Lake Mary, FL, (407)805-9471
302529, DD/BR, Vikalp Patel, 33240 US Highway 19 N, Palm Harbor, FL, (727)400-6884
302943, DD/BR, James Allen, 6001 Us 1, Stuart, FL, (772)283-3040
303377, DD/BR, BACK COVE MANAGEMENT, LLC, 1401 Reid St , Palatka, FL, (386)328-2181
304057, DD/BR, Joao Rodrigues, 807 W Vine St , Kissimmee, FL, (407)933-2545
304448, DD/BR, Vikalp Patel, 3515 E Bay Dr , Largo, FL, (727)538-2828
304496, DD/BR, Fernando Cafua, 7340 W Commercial Blvd , Lauderhill, FL, (954)572-8414
304498, DD/BR, Patricia Nardone, 4644 Lake Worth Rd , Lake Worth, FL, (561)439-6661
304593, DD/BR, Christopher Mellgren, 95 NW 167th St , North Miami Beach, FL, (305)655-0101
304606, DD/BR, Iqbal Panjwani, 1801 W Oakland Park Blvd , Oakland Park, FL, (954)485-7075
304649, DD/BR, Christopher Mellgren, 658 Nw 103rd St, Miami, FL, (305)420-6659
304762, DD/BR, Sumti Patel, 1675 S Military Trl , West Palm Beach, FL, (561)965-2563
304919, DD/BR, Christopher Mellgren, 825 W Hallandale Beach Blvd , Hallandale Beach, FL, (954)454-5655
304964, DD/BR, Vikalp Patel, 13013 66th St , Largo, FL, (727)530-7404
307523, DD/BR, Cathleen Cavanagh, 11089 Spring Hill Dr , Spring Hill, FL, (352)688-0628
310131, DD/BR, Danny Figueiredo, 900 US Highway 1 , Sebastian, FL, (772)589-0513
330007, DD/BR, Ahmed Rasool, 12236 S Apopka Vineland Rd , Orlando, FL, (321)221-9430
330155, DD/BR, Pedro Santos, 1131 S Semoran Blvd , Orlando, FL, (407)737-0306
330411, DD/BR, Christopher Mellgren, 341 41st St , Miami Beach, FL, (305)420-5492
330930, DD/BR, Louis Arruda, 7644 W Irlo Bronson Mem Hwy , Kissimmee, FL, (407)397-7060
331811, DD/BR, Amarkanth Saxena, 1110 E. Hwy 50 , Clermont, FL, (352)243-9188
332258, DD/BR, Danny Figueiredo, 504 21st St, Vero Beach, FL, (772)778-0717
332745, DD/BR, Fernando Cafua, 14305 Miramar Parkway, Miramar, FL, (954)433-3677
332894, DD/BR, Paul Jarabek, 22722 State Road 54 , Lutz, FL, (813)909-8434
332988, DD/BR, Paul Paquette, 2431 E. Silver Springs Blvd , Ocala, FL, (352)629-7895
332989, DD/BR, Carlos Andrade, 1142 Saxon Blvd , Orange City, FL, (386)774-0299
332991, DD/BR, Louis Arruda, 1935 East Osceola Pkwy, Buena Ventura Lakes, FL, (407)348-7822
335465, DD/BR, Timothy Cloe, 5889 W Irlo Bronson Hwy , Kissimmee, FL, (407)507-1509
336211, DD/BR, Fernando Cafua, 399 South State Road 7 , Margate, FL, (954)979-3781
336444, DD/BR, Carlos Andrade, 4580 S Semoran Blvd , Orlando, FL, (407)384-0943
336445, DD/BR, Timothy Cloe, 13781 S John Young Pkwy , Orlando, FL, (407)240-3737
336447, DD/BR, BACK COVE MANAGEMENT, LLC, 5150 University Blvd W , Jacksonville, FL, (904)737-7244
336448, DD/BR, Alexander Fernandez, 741 Cassat Ave , Jacksonville, FL, (904)515-6969
336456, DD/BR, Vikalp Patel, 3720 Tampa Rd , Oldsmar, FL, (813)852-9857
336458, DD/BR, Paul Jarabek, 18003 Highwoods Preserve Pkwy , Tampa, FL, (813)971-7547
336460, DD/BR, Timothy Cloe, 3042 W Sand Lake Rd , Orlando, FL, (407)355-7213
336484, DD/BR, Maria Botelho, 7635 State Road #54 , New Port Richey, FL, (727)372-7175
336538, DD/BR, Herbert Serpa, 8714 W. Hillsborough Ave , Tampa, FL, (813)881-9894
336834, DD/BR, John Rader, 8324 Jog Road , Boynton Beach, FL, (561)752-1840
336903, DD/BR, Restaurateur Group, Inc., 1310 Palm Coast Pkwy SW , Palm Coast, FL, (386)302-0646
336907, DD/BR, Fernando Cafua, 7135 W Mcnab Rd , North Lauderdale, FL, (954)721-8003
336978, DD/BR, Shawn Bolarinho, 13179 Cortez Blvd , Spring Hill, FL, (352)596-1131
336979, DD/BR, Timothy Cloe, 1719 E Silver Star Rd , Ocoee, FL, (407)523-7363
336983, DD/BR, Timothy Cloe, 2900 S Kirkman Rd , Orlando, FL, (407)291-2828
337435, DD/BR, Mehrdad Fallah-Moghaddam, 1601 E Sunrise Blvd , Fort Lauderdale, FL, (954)453-7800
337999, DD/BR, Timothy Cloe, 4325 Hillsborough Plz , Tampa, FL, (813)884-1600
338030, DD/BR, Carlos Andrade, 7440-A International Drive , Orlando, FL, (407)352-0774
338033, DD/BR, Cathleen Cavanagh, 4471 Commercial Way , Spring Hill, FL, (352)597-9010
338392, DD/BR, Fernando Cafua, 4660 W Hillsboro Blvd Ste 1, Coconut Creek, FL, (954)426-2699
338647, DD/BR, Carlos Andrade, 429 Ridge Rd , Fern Park, FL, (407)261-5608
338649, DD/BR, Carlos Andrade, 7707 E Colonial Dr , Orlando, FL, (407)208-9595
338680, DD/BR, Mahnaz Zahedi, 2321 S Univeristy Dr , Davie, FL, (954)453-7002
338692, DD/BR, James Allen, 134 Sw Port Saint Lucie Blvd , Port Saint Lucie, FL, (772)871-0025

438
338728, DD/BR, James Allen, 4320 NW Federal Hwy , Jensen Beach, FL, (772)692-9992
338730, DD/BR, James Allen, 7850 Sw Lost River Rd , Stuart, FL, (772)220-3583
338746, DD/BR, Pedro Santos, 1650 N Alafaya Trl , Orlando, FL, (407)384-9377
338748, DD/BR, Carlos Andrade, 2390 E Burleigh Blvd , Eustis, FL, (352)602-7093
338904, DD/BR, Fernando Cafua, 5000 W. Atlantic Blvd , Margate, FL, (954)975-4620
338964, DD/BR, Carlos Andrade, 212 E Main St , Apopka, FL, (407)884-9808
338993, DD/BR, Dipak Patel, 6215 S Orange Ave , Orlando, FL, (407)812-8580
339744, DD/BR, Carlos Andrade, 4510 W State Road 46 , Sanford, FL, (407)878-3613
339889, DD/BR, Christopher Mellgren, 5128 Biscayne Blvd , Miami, FL, (305)479-2695
339909, DD/BR, Mehrdad Fallah-Moghaddam, 6299 W Sunrise Blvd , Plantation, FL, (954)453-7004
339926, DD/BR, Mark Cafua, 7003 Taft St , Hollywood, FL, (954)961-1999
339944, DD/BR, Dipak Patel, 1655 SW Highway 484 , Ocala, FL, (352)245-2106
340382, DD/BR, Michael Koroghlian, 4721 N. Ocean Dr , Lauderdale By The Sea, FL, (954)783-6815
340445, DD/BR, Vikalp Patel, 2551 Gulf To Bay Blvd , Clearwater, FL, (727)725-5020
340463, DD/BR, ANGEL 469, LLC, 7004 N. Dale Mabry Hwy , Tampa, FL, (813)888-8650
340468, DD/BR, Norberto Botelho, 2409 Us Highway 19 , Holiday, FL, (727)934-3711
340628, DD/BR, Carlos Andrade, 3460 Wedgewood Ln , The Villages, FL, (352)430-0758
340750, DD/BR, Paul Paquette, 1540 Garfield Ave , Deland, FL, (386)740-7660
340933, DD/BR, Dipak Patel, 11325 N Williams St , Dunnellon, FL, (352)522-0535
340942, DD/BR, Shawn Bolarinho, 1185 S. Broad St , Brooksville, FL, (352)799-4894
341045, DD/BR, Timothy Cloe, 11200 East M. L. King Blvd Suite 102, Seffner, FL, (813)315-9892
341060, DD/BR, Rodolfo Valencia, 1909 E. Bearss Ave , Tampa, FL, (813)632-8744
341067, DD/BR, Nicholas Apostoleres, 7028 US Highway 301 S , Riverview, FL, (813)677-1083
341077, DD/BR, BACK COVE MANAGEMENT, LLC, 7171 Phillips Highway , Jacksonville, FL, (904)296-6022
341149, DD/BR, Neil Panitz, 1850 W Blue Heron Blvd. , Riviera Beach, FL, (561)844-6444
341150, DD/BR, Husam Mustafa, 1578 3rd Street SW , Winter Haven, FL, (863)297-9100
341157, DD/BR, Nicholas Apostoleres, 950 Lumsden Rd , Brandon, FL, (813)689-3865
341499, DD/BR, Fawzi Mustafa, 5614 US Highway 98 N , Lakeland, FL, (863)853-3005
341646, DD/BR, Rodolfo Valencia, 13510 Cypress Glenn Lane , Tampa, FL, (813)972-4481
341770, DD/BR, Peter Barnett, 441 3rd Ave , New Smyrna Beach, FL, (386)426-5885
341860, DD/BR, Igor Zak, 4880A NW 183rd St , Miami, FL, (305)623-1115
342149, DD/BR, Rodolfo Valencia, 3203 E. Busch Blvd , Tampa, FL, (813)985-4750
342150, DD/BR, Christopher Mellgren, 2706 Lee Blvd , Lehigh Acres, FL, (239)369-0111
342321, DD/BR, Rodolfo Valencia, 3512 E Hillsborough Ave , Tampa, FL, (813)231-4350
342882, DD/BR, Vikalp Patel, 1461 Main St , Dunedin, FL, (727)210-1678
342884, DD/BR, BACK COVE MANAGEMENT, LLC, 719 Atlantic Blvd , Atlantic Beach, FL, (904)241-6603
343305, DD/BR, Timothy Cloe, 2307 James L. Redmond Pkwy , Plant City, FL, (813)659-1300
343508, DD/BR, Timothy Cloe, 5227 Ehrlich Rd , Tampa, FL, (813)968-3100
343568, DD/BR, Frederika Bikakis, 599 S. Stone Way , Inverness, FL, (352)726-0109
343576, DD/BR, Frederika Bikakis, 631 NE 5th St , Crystal River, FL, (352)563-0199
343637, DD/BR, BACK COVE MANAGEMENT, LLC, 3929 Hendricks Ave , Jacksonville, FL, (904)399-8220
343638, DD/BR, Carlos Andrade, 3635 Aloma Ave Suite 101, Oviedo, FL, (407)667-9046
343733, DD/BR, Timothy Cloe, 3710 NW 13th St , Gainesville, FL, (352)378-8559
344481, DD/BR, ANGEL 469, LLC, 10960 B-Cross Creek , Tampa, FL, (813)388-6877
345017, DD/BR, Timothy Cloe, 3745A Bruce B Downs Blvd @ Mystic Oaks, Wesley Chapel, FL, (813)994-5364
346633, DD/BR, Vikalp Patel, 534 Cleveland St , Clearwater, FL, (727)462-1777
346715, DD/BR, Gary Heckel, 5290 East SR 100 Ste 101, Palm Coast, FL, (386)586-2487
348740, DD/BR, Frederika Bikakis, 6885 S Suncoast Blvd Wal-Mart, Homosassa, FL, (352)621-3002
349673, DD/BR, Sunil Rajan, 3440 Thomasville Rd , Tallahassee, FL, (850)558-5995
349921, DD/BR, John Schaefer, 4419 Southside Blvd , Jacksonville, FL, (904)997-6996
350068, DD/BR, Michael Koroghlian, 3124 N Roosevelt Blvd , Key West, FL, (305)290-2459
350110, DD/BR, Timothy Cloe, 501 Magnolia Ave , Auburndale, FL, (863)967-5500
350352, DD/BR, Timothy Cloe, 612 10th St E , Palmetto, FL, (941)723-7711
350389, DD/BR, Carlos Andrade, 1561 Bella Cruz Dr , Lady Lake, FL, (352)633-2513
350504, DD/BR, Gary Heckel, 3140 Howland Blvd , Deltona, FL, (386)218-3812
350919, DD/BR, Timothy Cloe, 2525 University Pkwy , Sarasota, FL, (941)822-8837
350967, DD/BR, Carlos Andrade, 946 W State Road 436 , Altamonte Springs, FL, (407)834-3005
351146, DD/BR, Rodolfo Valencia, 5610 E Fowler Ave , Temple Terrace, FL, (813)985-8600
351383, DD/BR, Timothy Cloe, 2209 N Young Blvd , Chiefland, FL, (352)493-0272
352159, DD/BR, Ralph Delima, 717 Cypress Village Blvd , Ruskin, FL, (813)633-3003
352379, DD/BR, Timothy Cloe, 5259 30th St E , Bradenton, FL, (941)243-3881
352469, DD/BR, BACK COVE MANAGEMENT, LLC, 3031 Monument Rd , Jacksonville, FL, (904)683-5522
352475, DD/BR, Carlos Andrade, 3009 Edgewater Dr , Orlando, FL, (407)802-4742
352558, DD/BR, Solebury Coffee & Donuts Tallahassee LLC, 109 S Copeland St , Tallahassee, FL, (850)765-5414

439
352593, DD/BR, Timothy Cloe, 1412 W University Ave , Gainesville, FL, (352)727-4213
352637, DD/BR, ANGEL 469, LLC, 2451 N McMullen Booth Rd , Clearwater, FL, (727)223-5906
352643, DD/BR, BACK COVE MANAGEMENT, LLC, 1954 S 8th St , Fernandina Beach, FL, (904)432-7594
352886, DD/BR, Michael Silva, 6101 Gulf Blvd , Saint Pete Beach, FL, (727)201-9713
353267, DD/BR, Timothy Cloe, 6420 US 301 N , Ellenton, FL, (941)417-2857
353289, DD/BR, Manoj Prasad, 7901 SR 50 14600 County Rd 565, Groveland, FL, (352)429-0503
353554, DD/BR, Manoj Prasad, 8224 Champions Gate Blvd , Davenport, FL, (321)401-4072
353620, DD/BR, Jyothsna Prasad, 9898 International Dr , Orlando, FL, (407)351-6387
353621, DD/BR, Timothy Cloe, 6250 W Irlo Bronson Mem Hwy , Celebration, FL, (407)507-1509
354296, DD/BR, Timothy Cloe, 2900 SW 42nd St Wal-Mart, Gainesville, FL, (352)371-3869
354814, DD/BR, BACK COVE MANAGEMENT, LLC, 463889 State Road 200 , Yulee, FL, (904)491-1500
354830, DD/BR, ANGEL 469, LLC, 1200 W 23rd St , Panama City, FL, (850)640-3023
354900, DD/BR, Timothy Cloe, 2888 W US Highway 90 Ste 101, Lake City, FL, N/A
355078, DD/BR, ANGEL 469, LLC, 1152 John Sims Pkwy E , Niceville, FL, (850)378-4561
355380, DD/BR, Vikalp Patel, 1012 Highway 98 E , Destin, FL, (850)837-0300
355383, DD/BR, ANGEL 469, LLC, 516 E 23rd St , Panama City, FL, (850)264-1345
355773, DD/BR, ANGEL 469, LLC, 10608 East Bay Rd , Gibsonton, FL, (813)533-2175
355775, DD/BR, ANGEL 469, LLC, 304 E 9 Mile Rd , Pensacola, FL, (850)549-3301
355802, DD/BR, Legacy Tampa Holding LLC, 1911-C E Fowler Ave , Tampa, FL, (813)513-8652
355807, DD/BR, Timothy Cloe, 3302 E Bay Dr , Holmes Beach, FL, (941)242-0260
355813, DD/BR, ANGEL 469, LLC, 1524 4th St S , Saint Petersburg, FL, (727)289-3927
355848, DD/BR, Timothy Cloe, 8181 NW 38th Lane Unit #10, Gainesville, FL, (352)224-5235
356321, DD/BR, ANGEL 469, LLC, 4835 Mobile Highway , Pensacola, FL, (850)672-9789
356433, DD/BR, ANGEL 469, LLC, 1480 US 331 , DeFuniak Springs, FL, (850)672-9252

Georgia
301816, DD/BR, Amin Premjee, 771 Prince Ave , Athens, GA, (706)548-3444
302060, DD/BR, Ameen Badruddin, 4760 Memorial Dr , Decatur, GA, (404)292-6111
302116, DD/BR, Sandip Patel, 2704 Candler Rd , Decatur, GA, (404)241-8226
302140, DD/BR, ZSC ENTERPRISES, LLC, 2651 Cobb Pky NW , Atlanta, GA, (770)952-2009
302564, DD/BR, ZSC ENTERPRISES, LLC, 3435 Peachtree Industrial Blvd , Duluth, GA, (678)206-0576
302851, DD/BR, Ameen Badruddin, 5161 Highway 78 , Stone Mountain, GA, (678)344-9920
304785, DD/BR, ZSC ENTERPRISES, LLC, 2765 Sandy Plains Rd , Marietta, GA, (770)977-2722
307475, DD/BR, Lalu Patel, 121 Tom Hill Sr Blvd , Macon, GA, (478)475-0770
307688, DD/BR, James Laskaris, 670 S Marietta Pkwy , Marietta, GA, (770)423-5947
307881, DD/BR, Sultan Kurani, 3725 Club Dr , Duluth, GA, (770)564-2783
308655, DD/BR, ZSC ENTERPRISES, LLC, 2885 Canton Hwy , Marietta, GA, (770)422-3375
310095, DD/BR, Vipul Patel, 2475 Dallas Hwy SW , Marietta, GA, (770)792-6677
330524, DD/BR, Sultan Kurani, 5558 Peachtree Industrial Blvd , Chamblee, GA, (770)454-1574
330803, DD/BR, Sandip Patel, 2280 Salem Rd SE Ste 100, Conyers, GA, (770)761-9711
331009, DD/BR, James Laskaris, 1165 Buford Hwy , Cumming, GA, (770)781-5805
332011, DD/BR, Sultan Kurani, 4450K Nelson Blogden Blvd , Sugar Hill, GA, (770)271-4200
332138, DD/BR, Piyush Patel, 3024 Washington Rd , Augusta, GA, (706)731-9697
334708, DD/BR, Ameen Badruddin, 5075 Peachtree Pkwy Suite 201, Norcross, GA, (678)966-0909
335411, DD/BR, Sultan Kurani, 3935 Lawrenceville Hwy , Lilburn, GA, (770)921-8669
336181, DD/BR, Ahmad Awale, 875 Towne Lake Parkway Ste 130, Woodstock, GA, (770)928-2582
336381, DD/BR, ZSC ENTERPRISES, LLC, 741 Townpark Ln NW , Kennesaw, GA, (678)355-5518
336382, DD/BR, Piyush Patel, 4366 Washington Rd , Evans, GA, (706)364-1843
336991, DD/BR, Sandip Patel, 5663 Jonesboro Rd , Lake City, GA, (770)961-4701
336992, DD/BR, Ahmad Awale, 9755 Hwy 92 , Woodstock, GA, (770)926-7770
338629, DD/BR, Saranpreet Singh, 4152 Atlanta Hwy , Loganville, GA, (470)359-5920
340398, DD/BR, Boston Coffee, Inc., 1800 N Expressway US 19, Griffin, GA, (770)467-9534
340542, DD/BR, Lalu Patel, 3111 Watson Blvd , Warner Robins, GA, (478)953-1333
344447, DD/BR, Subhash Patel, 1890 Highway 20 SE , Conyers, GA, (770)922-8888
346411, DD/BR, Sandip Patel, 1523 Veterans Pkwy Suite A, Columbus, GA, (706)257-0305
347710, DD/BR, SVIRANI ENTERPRISES, LLC, 7087 Highway 85 , Riverdale, GA, (770)909-0011
349085, DD/BR, Sunil Rajan, 41 Torras Ave , Brunswick, GA, (912)267-1070
349658, DD/BR, Solebury RDM Jax LLC, 4435 Altama Ave , Brunswick, GA, (912)289-8010
349838, DD/BR, Solebury RDM Jax LLC, 1317 E King Ave , Kingsland, GA, (912)576-8180
349915, DD/BR, Sunil Rajan, 2701 E Pinetree Blvd , Thomasville, GA, (229)226-0066
350168, DD/BR, David Weeks Jr., 2081 Hog Mountain Rd , Watkinsville, GA, (706)769-8363
350179, DD/BR, Solebury RDM Jax LLC, 2403 Plant Ave , Waycross, GA, (912)285-4125
350432, DD/BR, ZV Enterprises, LLC, 682 Boulevard NE , Atlanta, GA, (404)810-0010
350708, DD/BR, Solebury Coffee & Donuts Tallahassee LLC, 3201 Macon Rd Ste A Store 25, Columbus, GA, (706)984-8209

440
350737, DD/BR, David Weeks Jr., 1045 Gaines School Rd Ste A, Athens, GA, (706)353-7166
350788, DD/BR, SVIRANI ENTERPRISES, LLC, 4760 Jonesboro Rd , Union City, GA, (770)969-9181
351077, DD/BR, Sunil Rajan, 110 Dungeness Dr Shell Oil Unit 1, Brunswick, GA, (912)267-9995
351323, DD/BR, ZV Enterprises, LLC, 1942 Atkinson Rd Ste 900, Lawrenceville, GA, (770)339-0011
351651, DD/BR, Amin Premjee, 1966 N Columbia St Suite 12, Milledgeville, GA, (478)453-3330
352036, DD/BR, Boston Coffee, Inc., 11286 Tara Blvd , Hampton, GA, (770)472-9906
352613, DD/BR, Boston Coffee, Inc., 4092 Lawrenceville Hwy , Tucker, GA, (470)268-5236
352698, DD/BR, Boston Coffee, Inc., 12 Bailey Station Dr , Sharpsburg, GA, (770)253-0022
353820, DD/BR, Boston Coffee, Inc., 2710 Hamilton Mill Rd , Buford, GA, (678)482-9659
354533, DD/BR, Amin Premjee, 5470 Bethelview Rd , Cumming, GA, (470)839-2730
354631, DD/BR, Dakshesh Shroff, 1949 Veterans Blvd , Dublin, GA, (478)353-1364
355015, DD/BR, SASHA 59 ENTERPRISES, LLC, 6092 Covington Hwy , Decatur, GA, (678)418-2974
355335, DD/BR, BM ENTERPRISES, LLC, 2630 Old Winder Highway , Braselton, GA, (678)960-4056
355726, DD/BR, Hwei Moo Hsieh, 85 Commerce Dr , Villa Rica, GA, (770)459-3113
356161, DD/BR, David Baumgartner, 751 Whitlock Ave SW , Marietta, GA, (770)575-4107
356594, DD/BR, Rahim Hemani, 212 S Main St , Cleveland, GA, (706)865-2072
360623, DD/BR, Dakshesh Shroff, 606 Fair Rd , Statesboro, GA, (912)681-1227
362271, DD/BR, Sandip Patel, 3153 Highway 278 NE Newton Plaza, Covington, GA, (678)342-6888

Iowa
348159, DD/BR, Bharat Patel, 1724 W Locust St , Davenport, IA, (563)322-8722

Illinois
300542, DD/BR, Raj Patel, 4547 N Broadway St , Chicago, IL, (773)784-2500
300561, DD/BR, Sikander Keshwani, 6601 Cermak Rd , Berwyn, IL, (708)749-0906
300566, DD/BR, Barkat Gillani, 1743 W. Lawrence Ave , Chicago, IL, (773)334-0554
300567, DD/BR, Nitin Patel, 850 Elmhurst Rd , Des Plaines, IL, (847)981-9022
300606, DD/BR, Sikander Keshwani, 7020 Ogden Ave , Berwyn, IL, (708)795-5444
300676, DD/BR, Dipal Patel, 2323 W. 127th St , Blue Island, IL, (708)371-8558
300682, DD/BR, Barkat Gillani, 1755 W Addison St , Chicago, IL, (773)248-4777
300700, DD/BR, Dharmisth Patel, 1604 N Bridge St , Yorkville, IL, (630)553-2030
300729, DD/BR, Haresh Patel, 3132 W Devon Ave , Chicago, IL, (773)262-4561
300734, DD/BR, Akbar Mithani, 664 River Oaks Dr , Calumet City, IL, (708)862-7591
300928, DD/BR, Shamsuddin Panjwani, 6707 W 111th St , Worth, IL, (708)671-1870
300938, DD/BR, Dharmesh Purohit, 7171 W Irving Park Rd , Chicago, IL, (773)286-1668
301000, DD/BR, Sikander Keshwani, 5600 W 16th St , Cicero, IL, (708)780-9330
301124, DD/BR, Barkat Gillani, 4045 W Lawrence Ave , Chicago, IL, (773)427-9777
301316, DD/BR, Usha Shah, 5000 W. Irving Park Rd , Chicago, IL, (773)545-0515
301361, DD/BR, Syam Thotakura, 1010 E Rand Rd , Arlington Heights, IL, (847)577-0506
301476, DD/BR, Akhtar Ramzanali, 893 E. Schaumburg Rd , Schaumburg, IL, (847)584-2562
301479, DD/BR, Jayantilal Patel, 346 N Lake St , Mundelein, IL, (847)949-4411
301481, DD/BR, Murad Husain, 2353 183rd St , Homewood, IL, (708)922-1818
301626, DD/BR, Raj Patel, 2337 N Cicero Ave , Chicago, IL, (773)237-1300
301852, DD/BR, Sikander Keshwani, 19 W 63rd St , Westmont, IL, (630)271-8261
301863, DD/BR, Vishal Shah, 17521 Roosevelt Rd , Oakbrook Terrace, IL, (630)629-9026
301944, DD/BR, Amyn Ali, 3101 W Irving Park Rd , Chicago, IL, (773)583-4048
302147, DD/BR, Jayantilal Patel, 108 S Northwest Hwy , Barrington, IL, (847)381-3808
302435, DD/BR, Tarulata Patel, 3225 Chicago Rd , Chicago Heights, IL, (708)754-9774
302513, DD/BR, Amrit Patel, 3039 N. Central Ave , Chicago, IL, (773)777-4773
302581, DD/BR, Umesh Patel, 1724 N Plainfield Rd , Crest Hill, IL, (815)741-4511
302689, DD/BR, Shamsuddin Panjwani, 2801 S. Kedzie Ave , Chicago, IL, (773)847-5930
302945, DD/BR, Jayantilal Patel, 2900 Belvidere Rd , Waukegan, IL, (847)336-2266
302946, DD/BR, Vishal Vaghani, 330 S. Neltnor Blvd , West Chicago, IL, (630)231-5640
303383, DD/BR, Barkat Gillani, 6250 N Clark St , Chicago, IL, (773)338-2700
303395, DD/BR, Amin Habib, 936 N York Rd , Elmhurst, IL, (630)530-9292
303400, DD/BR, Haresh Patel, 4525 N Sterling Ave , Peoria, IL, (309)682-0272
304027, DD/BR, Dharmisth Patel, 20 S Larkin Ave , Joliet, IL, (815)730-3777
304500, DD/BR, Vishal Shah, 14461 S La Grange Rd , Orland Park, IL, (708)460-3088
304536, DD/BR, Ashok Pandya, 502 Mannheim Rd , Bellwood, IL, (708)401-5601
304551, DD/BR, Nassereddin Meherally, 3000 N Ashland Ave , Chicago, IL, (773)929-6669
304563, DD/BR, Abdul Panjwani, 5150 Touhy Ave , Skokie, IL, (847)982-0000
304641, DD/BR, Nenita Dejuras, 3801 W. Belmont Ave , Chicago, IL, (773)539-1125
304662, DD/BR, Mohammed Badruddin, 4302 S. Ashland Ave , Chicago, IL, (773)847-3337

441
304777, DD/BR, Jaime Dejuras, 3310 W Addison St , Chicago, IL, (773)539-8114
304851, DD/BR, Saleem Husain, 6925 S. Pulaski Rd , Chicago, IL, (773)585-5999
304907, DD/BR, Ashok Pandya, 7201 W Grand Ave , Elmwood Park, IL, (708)452-0145
304908, DD/BR, Saurabh Patel, 6100 S. Western Ave , Chicago, IL, (773)776-3421
304935, DD/BR, Barkat Gillani, 6342 N Milwaukee Ave , Chicago, IL, (773)763-7181
304950, DD/BR, Akbar Mithani, 3910 S Archer Ave , Chicago, IL, (773)523-3646
304977, DD/BR, Pradeep Bhalla, 912 Winston Plaza , Melrose Park, IL, (708)344-6807
306011, DD/BR, Barkat Gillani, 1750 Milwaukee Ave , Glenview, IL, (847)390-0277
306016, DD/BR, Dipal Patel, 12807 S Harlem Ave , Palos Heights, IL, (708)448-3676
306021, DD/BR, Pyarali Merchant, 6254 N Western Ave , Chicago, IL, (773)274-0094
306048, DD/BR, Raj Patel, 1990 Skokie Valley Rd , Highland Park, IL, (847)432-9177
306062, DD/BR, Saleem Husain, 4701 S Kedzie Ave Kedzi Plaza East, Chicago, IL, (773)254-3489
306178, DD/BR, Kardo Rasha, 2658 Green Bay Rd , Evanston, IL, (847)869-6667
306424, DD/BR, Ashvin Patel, 1255 N Farnsworth Ave , Aurora, IL, (630)898-7000
306437, DD/BR, Jayantilal Patel, 700 N Milwaukee Ave , Vernon Hills, IL, (847)362-4224
306451, DD/BR, Shailesh Shah, 3937 Sauk Trl , Richton Park, IL, (708)481-8080
306474, DD/BR, Haresh Patel, 2033 N. Mannheim Rd Melrose Crsg, Melrose Park, IL, (708)344-1390
306625, DD/BR, Shamsuddin Panjwani, 2147 S Cicero Ave , Cicero, IL, (708)656-2090
306690, DD/BR, Jayantilal Patel, 2829 22nd St , North Chicago, IL, (847)689-0054
306753, DD/BR, Amrit Patel, 5200 N Lincoln Ave , Chicago, IL, (773)784-5070
306987, DD/BR, Pyarali Merchant, 7525 N Harlem Ave , Niles, IL, (847)647-7621
307271, DD/BR, Jayantilal Patel, 485 South Rand Rd , Lake Zurich, IL, (847)540-7776
307400, DD/BR, Rishad Rajabali, 2230 Algonquin Rd , Rolling Meadows, IL, (847)670-0440
307504, DD/BR, Pravina Patel, 3481 S. Dr Martin L King Jr Dr , Chicago, IL, (312)949-1111
307724, DD/BR, Haresh Patel, 4867 N. Milwaukee Ave , Chicago, IL, (773)202-0988
307992, DD/BR, Sirajuddin Virani, 31 E Adams St , Chicago, IL, (312)922-7000
308139, DD/BR, Amyn Ali, 1244 N Ashland Ave Milwaukee, Chicago, IL, (773)227-0890
308162, DD/BR, Ashok Pandya, 8257 W. Belmont Ave , River Grove, IL, (708)453-7944
308336, DD/BR, Akhtar Ramzanali, 1165 N Barrington Rd , Hoffman Estates, IL, (847)490-3540
308537, DD/BR, Akhtar Ramzanali, 751 S Route #59 , Bartlett, IL, (630)213-2340
310222, DD/BR, Jayantilal Patel, 263 S Randall Rd , Elgin, IL, (847)622-0100
310285, DD/BR, Sirajuddin Virani, 1231 S Wabash Ave , Chicago, IL, (312)765-9952
310404, DD/BR, Chandrika Patel, 9400 Joliet Rd , Hodgkins, IL, (708)387-7108
330136, DD/BR, Vishal Shah, 6408 W. Irving Park Rd , Chicago, IL, (773)545-9875
330257, DD/BR, Barkat Gillani, 1441 W Montrose Ave , Chicago, IL, (773)348-4888
330329, DD/BR, Nassereddin Meherally, 3910 W Touhy Ave , Lincolnwood, IL, (847)677-3400
330663, DD/BR, Shamsuddin Panjwani, 8723 Ridgeland Ave , Oak Lawn, IL, (708)598-7510
331015, DD/BR, Amin Habib, 516 W. Irving Park Rd , Wood Dale, IL, (630)521-1122
331730, DD/BR, Akhtar Ramzanali, 3350 Kirchoff Rd. , Rolling Meadows, IL, (847)818-9675
331731, DD/BR, Ashok Pandya, 95 Clock Tower Plz , Elgin, IL, (847)289-9500
331816, DD/BR, Raj Patel, 3427 W Diversey Ave , Chicago, IL, (773)252-5600
331837, DD/BR, Akbar Mithani, 460 E. 162nd St , South Holland, IL, (708)596-3333
332397, DD/BR, Jaime Dejuras, 4010 N. Western Ave. , Chicago, IL, (773)604-4433
332479, DD/BR, Dharmesh Purohit, 5650 W Fullerton Ave , Chicago, IL, (773)385-6564
332969, DD/BR, Chandra Shah, 20551 S Lagrange Rd , Frankfort, IL, (815)469-3303
335178, DD/BR, Kardo Rasha, 801 West Diversey Pkwy , Chicago, IL, (773)871-8646
335426, DD/BR, Shamsuddin Panjwani, 649 N Independence Blvd , Romeoville, IL, (815)293-2894
335722, DD/BR, Mehendi Panjwani, 10801 S. Cicero Ave , Oak Lawn, IL, (708)952-1080
336005, DD/BR, Ashok Pandya, 5959 Diversey Ave , Chicago, IL, (773)745-0731
336025, DD/BR, SEVA Companies LLC, 205 W Randolph St , Chicago, IL, (312)641-3371
336088, DD/BR, Vipul Patel, 5615 S Harlem Ave , Chicago, IL, (773)586-6460
336172, DD/BR, Abdul Malik Hussain, 7578 N Western Ave , Chicago, IL, (773)274-7800
336346, DD/BR, Prakash Patel, 1991 Brookdale Rd , Naperville, IL, (630)848-0030
336427, DD/BR, Navin Desai, 407 S. Lincolnway PO Box 278, North Aurora, IL, (630)906-4040
336486, DD/BR, Krishna Patel, 515 S. Neil St , Champaign, IL, (217)359-7005
336488, DD/BR, Lalitkumar Detroja, 17733 Torrence Ave , Lansing, IL, (708)418-8701
336489, DD/BR, Purushottam Patel, 5159 159th St , Oak Forest, IL, (708)687-0269
336492, DD/BR, Sikander Keshwani, 6820 W. Roosevelt , Oak Park, IL, (708)386-3322
336501, DD/BR, Seema Nazli, 506 W North Ave , Elmhurst, IL, (630)279-1933
336502, DD/BR, Jaffer Khowaja, 1730 N. State St , Elgin, IL, (847)531-8700
336528, DD/BR, Nitin Patel, 1001 S Busse Rd , Mount Prospect, IL, (847)690-0650
336529, DD/BR, Salma Panjwani, 7039 W Dempster St , Niles, IL, (847)965-2100
336533, DD/BR, Paras Kayastha, 33 E Lake St , Addison, IL, (630)279-7125
336579, DD/BR, Ashok Pandya, 812 E Chicago St , Elgin, IL, (847)841-7411

442
336600, DD/BR, Jaime Dejuras, 1651 W Roosevelt Rd , Chicago, IL, (312)563-1377
336650, DD/BR, Ashok Pandya, 10131 W Grand Ave , Franklin Park, IL, (847)288-9261
336651, DD/BR, Anita Shah, 477 West Golf Rd , Schaumburg, IL, (847)839-0500
336656, DD/BR, Paras Kayastha, 1750 West Lake St , Addison, IL, (630)773-9890
336659, DD/BR, Purushottam Patel, 8940 W 159th St , Orland Park, IL, (708)590-6770
336665, DD/BR, Krishna Patel, 3011 Plainfield Rd , Joliet, IL, (815)609-5870
336692, DD/BR, Jaffer Khowaja, 801 East Dundee Rd , Palatine, IL, (847)359-6599
336740, DD/BR, Aziz Nathani, 2520 W Lincoln Hwy , Olympia Fields, IL, (708)283-8038
336741, DD/BR, Sanjay Bhatia, 8753 S Stony Island Ave , Chicago, IL, (773)375-2426
336742, DD/BR, Haresh Patel, 2306 East Oakland Ave , Bloomington, IL, (309)662-2622
336862, DD/BR, Rishad Rajabali, 7450 Barrington Rd , Hanover Park, IL, (630)540-1740
336941, DD/BR, Akbar Mithani, 819 E Ogden Ave , Lisle, IL, (630)515-9430
336980, DD/BR, Raj Patel, 499 Lake Cook Rd , Deerfield, IL, (847)272-6100
336988, DD/BR, Kajal Patel, 1136 E. Sibley Blvd , Dolton, IL, (708)849-3991
337034, DD/BR, Vipul Patel, 8029 W 79th St , Justice, IL, (708)458-2143
337106, DD/BR, Jayantilal Patel, 5414 Grand Ave , Gurnee, IL, (847)249-9200
337125, DD/BR, Chandra Shah, 3011 W. 159th St , Markham, IL, (708)596-4244
337268, DD/BR, Prakash Patel, 1237 N Eola Rd , Aurora, IL, (630)375-0991
337399, DD/BR, Saurabh Patel, 2477 S Archer Ave , Chicago, IL, (312)225-3211
337460, DD/BR, Dharmisth Patel, 185 W. North Ave , West Chicago, IL, (630)562-9001
337556, DD/BR, Jayantilal Patel, 2101 Sheridan Rd , Zion, IL, (847)872-2700
337587, DD/BR, Dharmesh Purohit, 5050 N Cicero Ave , Chicago, IL, (773)481-1488
337637, DD/BR, Jaffer Khowaja, 2270 Randall Rd , Carpentersville, IL, (847)844-3938
337720, DD/BR, Saibu Pathiyil, 3977 W Columbus Ave , Chicago, IL, (773)581-6530
337724, DD/BR, Nilesh Patel, 4502 W Elm St , Mchenry, IL, (815)363-1974
337732, DD/BR, Ashok Pandya, 820 E Rand Rd , Mount Prospect, IL, (847)394-8654
338026, DD/BR, Kardo Rasha, 1900 Dempster St , Evanston, IL, (847)869-3600
338152, DD/BR, Barkat Gillani, 3946 W Devon Ave , Lincolnwood, IL, (847)677-7077
338463, DD/BR, Babubhai Amin, 7501 W Cermak Rd North Riverside Mall, North Riverside, IL, (708)447-9023
338604, DD/BR, Krishna Patel, 13313 S State Route 59 , Plainfield, IL, (815)609-1940
338694, DD/BR, Shamsuddin Panjwani, 11212 W. Lincoln Hwy , Mokena, IL, (815)806-8270
338740, DD/BR, Krishna Patel, 955 Brook Forest Ave , Shorewood, IL, (815)609-5570
338747, DD/BR, Suresh Patel, 469 W Liberty St , Wauconda, IL, (847)487-6880
338802, DD/BR, Sirajuddin Virani, 200 E Ohio St Ste 1, Chicago, IL, (312)787-9055
338969, DD/BR, Dipal Patel, 5443 W 127th St , Crestwood, IL, (708)396-9701
339071, DD/BR, Shamsuddin Panjwani, 8049 S Harlem Ave , Burbank, IL, (708)430-4791
339233, DD/BR, Dharmisth Patel, 14135 S Bell Rd , Homer Glen, IL, (708)301-9588
339235, DD/BR, Krishna Patel, 404 W University Ave , Urbana, IL, (217)328-3513
339425, DD/BR, Saibu Pathiyil, 16242 S Halsted , Harvey, IL, (708)331-5801
339462, DD/BR, Aziz Nathani, 11309 W 143rd St , Orland Park, IL, (708)364-7150
339524, DD/BR, Aziz Nathani, 4021 W 183rd St , Country Club Hills, IL, (708)206-1606
339721, DD/BR, Mayank Purohit, 6001 West Addison Ave , Chicago, IL, (773)202-1915
339728, DD/BR, Sirajuddin Virani, 600 S. Wabash Ave , Chicago, IL, (312)786-9750
339870, DD/BR, Jayantilal Patel, 12090 Princeton Dr , Huntley, IL, (847)669-9495
339911, DD/BR, Noorul Amin Khowaja, 75 E. Washington St. , Chicago, IL, (312)223-0306
340173, DD/BR, Ashok Pandya, 2640 N Narragansett Ave , Chicago, IL, (773)622-7591
340344, DD/BR, Shamsuddin Panjwani, 8360 W Cermak Ave , North Riverside, IL, (708)447-9201
340378, DD/BR, Jayantilal Patel, 34484 N US Highway 45 , Third Lake, IL, (847)223-5353
340379, DD/BR, Karen Jacker, 4821 N. Kedzie Ave , Chicago, IL, (773)463-2691
340391, DD/BR, Ryan Matthews, 335 S. Eastwood Dr , Woodstock, IL, (815)338-9499
340404, DD/BR, Kadar Sodagar, 2247 N. Milwaukee Ave , Chicago, IL, (773)235-1365
340505, DD/BR, Shailesh Shah, 3252 Vollmer Rd , Olympia Fields, IL, (708)679-1550
340507, DD/BR, Aziz Nathani, 1204 S. Milwaukee Ave , Prospect Heights, IL, (847)215-2211
340608, DD/BR, Rishad Rajabali, 782 W Oakton , Des Plaines, IL, (847)290-0752
340620, DD/BR, Alka Patel, 510 Auburn Drive Unit A, Island Lake, IL, (847)487-9458
340842, DD/BR, Shamsuddin Panjwani, 12150 S. Cicero Ave , Alsip, IL, (708)824-9744
340873, DD/BR, Kokilaben Patel, 7905 S Cicero , Chicago, IL, (773)585-2432
341237, DD/BR, Dharmesh Purohit, 5050 W Grand Ave , Chicago, IL, (773)622-3373
341285, DD/BR, Ashok Pandya, 4644 W Diversey , Chicago, IL, (773)202-1940
341408, DD/BR, Nitin Patel, 122 S Arlington Heights Rd , Arlington Heights, IL, (847)483-9820
341432, DD/BR, Jayantilal Patel, 722 S. Rt. 83 , Mundelein, IL, (847)566-6500
341527, DD/BR, Shamsuddin Panjwani, 970 Laraway Rd , New Lenox, IL, (815)485-8270
341557, DD/BR, Vishal Shah, 1982 N Clybourn , Chicago, IL, (773)883-0045
341737, DD/BR, Syam Thotakura, 2106 S Arlington Heights Rd , Arlington Heights, IL, (847)758-0001

443
341761, DD/BR, Shamsuddin Panjwani, 2959 W Jefferson St , Joliet, IL, (815)729-1940
341762, DD/BR, Aziz Nathani, 4152 W 167th St , Oak Forest, IL, (708)331-9610
341778, DD/BR, Aziz Nathani, 1552 Rand Rd , Des Plaines, IL, (847)635-3342
341993, DD/BR, Saurabh Patel, 3210 W. 87th St , Chicago, IL, (773)776-2263
342011, DD/BR, Dharmesh Rangwala, 2380 South Eola Rd Suite 100, Aurora, IL, (630)820-1869
342052, DD/BR, Jayantilal Patel, 817 E Belvidere Rd , Grayslake, IL, (847)543-7366
342164, DD/BR, Kadar Sodagar, 901 W Washington Blvd , Chicago, IL, (312)850-3450
342193, DD/BR, Vishal Shah, 12371 Derby Ln , Lemont, IL, (630)243-9613
342243, DD/BR, Pradeep Bhalla, 148 W North Ave , Northlake, IL, (708)531-9006
342310, DD/BR, Dharmisth Patel, 1580 West Ogden Ave Suite 100, Naperville, IL, (630)355-7361
342326, DD/BR, Janak Khatau, 1614 W 59th St , Chicago, IL, (773)925-4088
342335, DD/BR, Dharmesh Purohit, 5205 N Nagle Avenue , Chicago, IL, (773)763-7160
342436, DD/BR, Shamsuddin Panjwani, 10340 S. Harlem Ave , Palos Hills, IL, (708)233-9070
342442, DD/BR, Ashok Pandya, 4740 N River Road , Schiller Park, IL, (847)671-9588
342488, DD/BR, James Evans, 210 Peterson Rd , Libertyville, IL, (847)680-8008
342523, DD/BR, Sam Savani, 9800 S Western Ave , Evergreen Park, IL, (708)424-6666
342731, DD/BR, Sunita Patel, 1600 N. Knoxville Ave , Peoria, IL, (309)688-2021
342748, DD/BR, Haresh Patel, 4851 W Belmont Ave , Chicago, IL, (773)777-7589
342769, DD/BR, Haresh Patel, 555 W Lake St , Chicago, IL, (312)887-1050
342780, DD/BR, Shailesh Shah, 18700 S Wolf Rd , Mokena, IL, (708)479-6363
343082, DD/BR, Ashok Pandya, 5707 W North Ave , Chicago, IL, (773)622-5360
343084, DD/BR, Shamsuddin Panjwani, 7847 W. 95th St , Hickory Hills, IL, (708)599-6500
343093, DD/BR, Barkat Gillani, 3401 W. Peterson Ave , Chicago, IL, (773)267-6777
343169, DD/BR, Jaime Dejuras, 3347 W. North Ave , Chicago, IL, (773)486-7974
343190, DD/BR, Shamsuddin Panjwani, 106 N. Ridge Rd , Minooka, IL, (815)521-2911
343456, DD/BR, Ashok Pandya, 782 N Laramie Ave , Chicago, IL, (773)626-2343
343679, DD/BR, Sumish Parikh, 916 Northwest Hwy , Fox River Grove, IL, (847)639-1995
343774, DD/BR, Terrence Markham, 1940 Roosevelt Rd , Broadview, IL, (708)681-2420
343864, DD/BR, Saleem Husain, 5931 S. Kedzie Ave , Chicago, IL, (773)776-5900
344036, DD/BR, Shailesh Shah, 7086 W. 183rd St , Tinley Park, IL, (708)444-0800
344408, DD/BR, Maneklal Patel, 8007 Ogden Ave , Lyons, IL, (708)442-8414
344422, DD/BR, Bharat Patel, 2002 W Wilson St , Batavia, IL, (630)406-9170
344504, DD/BR, Sumish Parikh, 4817 Northwest Hwy , Crystal Lake, IL, (815)477-4817
345349, DD/BR, Raj Patel, 5130 N. Broadway St , Chicago, IL, (773)878-4623
345698, DD/BR, Ashok Pandya, 7660 W Madison St , Forest Park, IL, (708)488-9488
345798, DD/BR, Jayantilal Patel, 1609 Grand Ave , Waukegan, IL, (847)596-5750
346737, DD/BR, Sirajuddin Virani, 500 W. Roosevelt Rd Suite 7, Chicago, IL, (312)765-0199
346939, DD/BR, Aziz Nathani, 1301 N Wolf Rd , Mount Prospect, IL, (847)803-3800
347231, DD/BR, Saurabh Patel, 9100 S Commercial Ave , Chicago, IL, (773)221-3991
347869, DD/BR, Ashok Pandya, 217 W Madison St , Oak Park, IL, (708)660-9379
347935, DD/BR, Jayantilal Patel, 3925 Fountain Square Place , Waukegan, IL, (847)688-0800
348766, DD/BR, Lomesh Amin, 119 Yorktown Ctr , Lombard, IL, (630)620-9345
349138, DD/BR, SEVA Companies LLC, 1201 N Clark St Ste A, Chicago, IL, (312)291-9270
349361, DD/BR, Kajal Patel, Chicago Circle Center 750 S Halsted St - University, Chicago, IL, (708)296-8724
349441, DD/BR, Akbar Mithani, 1418 E 53rd St Ste 5, Chicago, IL, (773)288-5719
349945, DD/BR, Abdul Panjwani, 1410 Waukegan Rd Suite 180, Glenview, IL, (847)724-3200
350036, DD/BR, Michael Geller, 6008 N Illinois St , Fairview Heights, IL, (618)622-2505
350101, DD/BR, Amyn Ali, 1651 N Western Ave , Chicago, IL, (773)697-8582
350197, DD/BR, Pravina Patel, 448 E 87th St , Chicago, IL, (773)846-8400
350908, DD/BR, Amyn Ali, 1749 W 87th St , Chicago, IL, (773)233-8877
351253, DD/BR, Vishal Shah, 651 Roosevelt Rd , Glen Ellyn, IL, (630)474-0463
351268, DD/BR, Amyn Ali, 7553 N Paulina St , Chicago, IL, (773)274-0204
351290, DD/BR, Bharat Patel, 1101 W Lincoln Hwy , DeKalb, IL, (815)901-0484
351403, DD/BR, Sanjeev Khatau, 350 E 103rd St , Chicago, IL, (773)468-1407
351459, DD/BR, Noorul Amin Khowaja, 200 E Randolph St Ste LL16, Chicago, IL, (312)233-3333
351650, DD/BR, Shailesh Shah, 9500 179th St , Tinley Park, IL, (708)429-9600
352037, DD/BR, SEVA Companies LLC, 71 E Monroe St , Chicago, IL, (312)350-1159
352059, DD/BR, Vrajlal Savsani, 702 S Washington St , Naperville, IL, (331)472-4495
352190, DD/BR, Abdul Panjwani, 742 W Higgins Rd Units 7 & 8, Park Ridge, IL, (847)823-4300
352209, DD/BR, Akbar Mithani, 1400 E 47th St Unit B, Chicago, IL, (773)571-4867
352355, DD/BR, Abdul Panjwani, 4445 Golf Rd , Skokie, IL, (847)675-7800
352463, DD/BR, Sanjeev Khatau, 11525 S Halsted St , Chicago, IL, N/A
352499, DD/BR, Bharat Patel, 2057 Lincoln Highway , Saint Charles, IL, (630)444-0828
352619, DD/BR, Bharat Patel, 2880 95th St , Naperville, IL, (630)922-4432

444
353202, DD/BR, Vipul Patel, 50 Biesterfield Rd , Elk Grove Village, IL, (847)437-1004
353215, DD/BR, Haresh Patel, 8209 N Knoxville Ave , Peoria, IL, (309)643-1779
353588, DD/BR, Bharat Patel, 2701 E Main St Unit 102, Saint Charles, IL, (331)901-5116
353655, DD/BR, Rishad Rajabali, 121 W Ogden Ave , Westmont, IL, (630)395-9698
354633, DD/BR, Asif Rajabali, 2130 Bloomingdale Rd , Glendale Heights, IL, N/A
354795, DD/BR, Bharat Patel, 1800 1st Ave , Rock Falls, IL, (815)213-4418
355127, DD/BR, Sanjeev Khatau, 10351 S Torrence Ave , Chicago, IL, N/A
355623, DD/BR, Haresh Patel, 120 W Ashland St , Morton, IL, (309)263-4635
356396, DD/BR, Yonas Hagos, 59 W Locust St , Canton, IL, (309)357-5198
356417, DD/BR, Yonas Hagos, 2602 Broadway St , Quincy, IL, (217)214-3865
356491, DD/BR, Vishal Vaghani, 1169 Dundee Ave , Elgin, IL, (630)206-3936
356796, DD/BR, Yonas Hagos, 820 W Jackson St , Macomb, IL, (309)421-0337
357025, DD/BR, Nitin Patel, 6920 Mannheim Rd Allstate Arena, Rosemont, IL, (847)571-5368
361540, DD/BR, Babubhai Amin, 192 Fox Valley Ctr/B.T.Q 18 , Aurora, IL, (630)898-6606

Indiana
300415, DD/BR, Haresh Patel, 1531 Indianapolis Blvd , Whiting, IN, (219)659-0232
301633, DD/BR, Saibu Pathiyil, 3310 Calumet Ave , Valparaiso, IN, (219)465-0440
301635, DD/BR, Haresh Patel, 6060 W Ridge Rd , Gary, IN, (219)972-3942
301651, DD/BR, Sunil Modi, 5775 S Broadway , Merrillville, IN, (219)887-4710
304650, DD/BR, Tarulata Patel, 9228 Indianapolis Blvd , Highland, IN, (219)838-2350
307466, DD/BR, Monika Patel, 1651 Morthland Dr , Valparaiso, IN, (219)531-6363
310448, DD/BR, Thomas Mammen, 4614 Calumet Ave , Hammond, IN, (219)931-5060
336487, DD/BR, Tarulata Patel, 1695 U.S. Route 41 , Schererville, IN, (219)865-5102
336490, DD/BR, Tarulata Patel, 1126 N. Main St , Crown Point, IN, (219)661-9441
336784, DD/BR, Haresh Patel, 1621 East 37th Ave , Hobart, IN, (219)947-7670
339070, DD/BR, Devarshi Patel, 9405 Wicker Ave , Saint John, IN, (219)365-1230
339087, DD/BR, Haresh Patel, 1371 Joliet St , Dyer, IN, (219)322-6699
339793, DD/BR, Navin Dedania, 7306 Calumet Ave , Hammond, IN, (219)933-0853
339801, DD/BR, Tarulata Patel, 2050 W. 81st Ave , Merrillville, IN, (219)736-6800
339980, DD/BR, Timothy Hall, 6747 Jefferson Blvd Relo 302837, Fort Wayne, IN, (260)432-8291
341449, DD/BR, Tarulata Patel, 8235 Calumet Ave , Munster, IN, (219)836-8525
345683, DD/BR, Haresh Patel, 6550 U.S. Highway 6 , Portage, IN, (219)763-4400
346517, DD/BR, Salil Contractor, 5234 Franklin St , Michigan City, IN, (219)879-2922
354825, DD/BR, Devarshi Patel, 7410 Kennedy Ave , Hammond, IN, (219)803-6461

Kentucky
306066, DD/BR, Shashikala Thakker, 2410 High St , Covington, KY, (859)331-4202
342756, DD/BR, Dinesh Thakker, 8509 US Route 42 , Florence, KY, (859)746-1999
355956, DD/BR, Randall Cobb, 1653 Highway 192 W , London, KY, (606)260-8475

Louisiana
351729, DD/BR, Chandra Korrapati, 4300 Veterans Memorial Blvd , Metairie, LA, (504)252-9565
351731, DD/BR, Fakhar Ijaz, 9525 Mansfield Rd , Shreveport, LA, (318)682-3000

Massachusetts
337973, DD/BR, James Allen, 10 Woburn St , Lexington, MA, (781)652-8558
351668, DD/BR, Christopher DaCosta, 98 Central St , Wellesley, MA, (781)489-5074

Maryland
300397, DD/BR, Nilkanth Patel, 5401 Harford Rd , Baltimore, MD, (443)438-6176
300553, DD/BR, Ashvinkumar Bhalani, 580 Frederick Rd , Catonsville, MD, (410)788-7001
300595, DD/BR, Kirit Patel, 7152 Ritchie Hwy , Glen Burnie, MD, (410)761-3995
301779, DD/BR, Anila Patel, 6305 Washington Blvd Suite A, Elkridge, MD, (410)379-5338
302506, DD/BR, Sameer Ailawadi, 2057 University Blvd E , Hyattsville, MD, (301)434-6196
302911, DD/BR, Konstantino Skrivanos, 14903 Baltimore Ave , Laurel, MD, (301)617-4965
303435, DD/BR, Haresh Patel, 2004 West St , Annapolis, MD, (410)266-9055
303444, DD/BR, Harilal Kapuria, 4767 Allentown Rd , Suitland, MD, (301)568-9872
303446, DD/BR, George Nistazos, 8461 Ocean Gtwy , Easton, MD, (410)820-8300
304201, DD/BR, Harish Bhalani, 604 Ritchie Hwy , Severna Park, MD, (410)315-9196
304418, DD/BR, Kirit Patel, 5601 Ritchie Hwy , Brooklyn Park, MD, (410)789-6691
304962, DD/BR, George Nistazos, 11901 Coastal Hwy , Ocean City, MD, (410)524-0346
306186, DD/BR, Kirit Patel, 1200 Route 3 , Crofton, MD, (410)721-4750
308049, DD/BR, Ashvinkumar Bhalani, 8765 Centre Park Dr Columbia Place Plaza #14, Columbia, MD, (410)740-6661

445
310192, DD/BR, Konstantino Skrivanos, 9701 Baltimore Ave , College Park, MD, (301)220-0347
310326, DD/BR, Sanjay Patel, 3510 Crain Hwy , Waldorf, MD, (301)645-9303
330139, DD/BR, Kiren Patel, 18a Bel Air South Parkway , Bel Air, MD, (410)569-4205
330619, DD/BR, Antonio Luis, 12200 Viers Mill Rd , Silver Spring, MD, (301)946-7391
330620, DD/BR, Auburndale Donut Group Investment LLC, 12168 Darnestown Rd , Gaithersburg, MD, (301)947-3496
335440, DD/BR, Antonio Luis, 13810 Connecticut Ave , Aspen Hill, MD, (301)438-2650
337465, DD/BR, Nilkanth Patel, 840 Guilford Ave , Baltimore, MD, (410)332-8030
338256, DD/BR, Ghanshyam Patel, 6929 Liberty Rd , Gwynn Oak, MD, (410)944-0703
338902, DD/BR, George Nistazos, 1800 N Philadelphia Ave , Ocean City, MD, (410)289-3021
338941, DD/BR, Himanshu Patel, 1427 Dual Highway , Hagerstown, MD, (301)393-3820
339568, DD/BR, Anila Patel, 1614 Annapolis Rd , Odenton, MD, (410)674-3800
339785, DD/BR, Kiritsinh Parmar, 12210 Clarksville Pike , Clarksville, MD, (443)535-0600
340171, DD/BR, Sachin Shah, 15793 Livingston Rd , Accokeek, MD, (301)292-3339
340175, DD/BR, Vishnu Patel, 1348 Ashton Rd. , Hanover, MD, (410)850-5322
340177, DD/BR, Nilkanth Patel, 4535 Falls Rd , Baltimore, MD, (410)235-2113
340242, DD/BR, Vishnu Patel, 6900 Dogwood Rd Suite F, Woodlawn, MD, (410)277-0995
340477, DD/BR, Vishnu Patel, 7061 Baltimore Annapolis Blvd , Glen Burnie, MD, (410)691-0215
340523, DD/BR, Nickolas Nistazos, 350 Mountain Rd Mountain Marketplace, Pasadena, MD, (410)255-4680
340524, DD/BR, Nickolas Nistazos, 8564 Veterans Hwy Benfield Crossing, Millersville, MD, (410)729-4130
340596, DD/BR, Rajvinder Sidhu, 9419 Common Brook Dr , Owings Mills, MD, (410)356-9922
340665, DD/BR, Naranbhai Patel, 1057 Pulaski Hwy , Havre De Grace, MD, (410)939-9680
340682, DD/BR, Harish Bhalani, 8743 Piney Orchard Pkwy Piney Orchard Marketplace, Odenton, MD, (410)695-2223
340769, DD/BR, Michael Kaminski, 11715 Old National Pike , New Market, MD, (301)865-1509
340804, DD/BR, Rajvinder Sidhu, 48 Main St , Reisterstown, MD, (410)833-0411
341097, DD/BR, Kiritsinh Parmar, 8305 Ice Crystal Dr , Scaggsville, MD, (301)498-3250
341165, DD/BR, Shaji Mathew, 5003 Honeygo Center Dr Honeygo Village Center, Perry Hall, MD, (410)529-6333
341327, DD/BR, Auburndale Donut Group Investment LLC, 12915 Wisteria Dr , Germantown, MD, (301)528-6250
341430, DD/BR, Rajvinder Sidhu, 10902 Boulevard Circle Suite 5, Owings Mills, MD, (410)363-9893
342224, DD/BR, Ashvinkumar Bhalani, 7916 Dorsey Run Road , Jessup, MD, (410)799-7570
342471, DD/BR, Michael Kaminski, 500 E. Baltimore St , Taneytown, MD, (410)756-5674
342562, DD/BR, Mehulkumar Patel, 5800 Reisterstown Rd , Baltimore, MD, (410)358-3404
342589, DD/BR, Nickolas Nistazos, 3600 Boston St Brewers Hill, Baltimore, MD, (410)276-0644
342606, DD/BR, Naranbhai Patel, 993 Beards Hill Rd , Aberdeen, MD, (410)272-1491
342993, DD/BR, George Nistazos, 11001 Manklin Creek Rd Unit 1, Berlin, MD, (410)208-3609
342998, DD/BR, Kiren Patel, 7529 Belair Rd , Baltimore, MD, (410)665-0209
343047, DD/BR, Nilkanth Patel, 2016-B N. Maryland Ave Midtown Marketplace, Baltimore, MD, (410)244-1830
343091, DD/BR, Prakashchandra Shah, 13108 Pennsylvania Ave , Hagerstown, MD, (301)665-3762
343128, DD/BR, Vimi Khattar, 6851 New Hampshire Avenue , Takoma Park, MD, (301)270-2445
343292, DD/BR, Nance Pretto-Simmons, 174 Village Center Dr , Lusby, MD, (410)326-9196
343315, DD/BR, Konstantino Skrivanos, 1336 Defense Highway , Gambrills, MD, (410)721-2786
343507, DD/BR, Gaurang Patel, 9183A Central Ave , Capital Heights, MD, (301)324-3078
343691, DD/BR, Kiritsinh Parmar, 9469 Baltimore National Pk , Ellicott City, MD, (410)203-1777
343781, DD/BR, Arun Patel, 1051 State Route 3 N , Gambrills, MD, (410)721-4104
344089, DD/BR, Kiritsinh Parmar, 703 Lisbon Center Dr Suite F, Woodbine, MD, (410)489-0990
344327, DD/BR, Nickolas Nistazos, 223 Pocomoke Marketplace , Pocomoke City, MD, (443)345-1435
344460, DD/BR, Sameer Ailawadi, 6101 Highbridge Rd Shoppes at Highbridge, Bowie, MD, (301)262-8239
345177, DD/BR, Brent Fauntleroy, 8925 Fingerboard Rd , Frederick, MD, (240)699-0086
346355, DD/BR, Nickolas Nistazos, 8101 Coastal Hwy , Ocean City, MD, (410)520-0067
347105, DD/BR, Parag Patel, 2001 W Patapsco Ave Hollinswood Plaza Shopping Ctr, Baltimore, MD, (410)525-0131
347679, DD/BR, Nickolas Nistazos, 1342 Cape Saint Claire Rd , Annapolis, MD, (410)349-0070
348786, DD/BR, Kiritsinh Parmar, 1401 S Main St , Mount Airy, MD, (301)829-9005
349041, DD/BR, Jay Bhalani, 15640 Old Columbia Pike , Burtonsville, MD, (301)476-7305
349129, DD/BR, Harish Bhalani, 8600 Washington Blvd , Jessup, MD, (301)490-4402
349149, DD/BR, Sanjay Patel, 2040 Crain Hwy , Waldorf, MD, (301)374-9008
349150, DD/BR, Konstantino Skrivanos, 3503 Laurel Fort Meade Rd , Laurel, MD, (301)725-7030
349240, DD/BR, Milan Patel, BWI Airport Rd Terminal B, Glen Burnie, MD, (410)859-8033
349916, DD/BR, Kiritsinh Parmar, 9803 Main St , Damascus, MD, (301)391-6100
350763, DD/BR, Brent Fauntleroy, 1896 Urbana Pike Ste 7, Hyattstown, MD, (301)874-2727
351305, DD/BR, Antonio Luis, 18558 Woodfield Rd , Gaithersburg, MD, (240)631-2222
351503, DD/BR, Harish Bhalani, 2733 Annapolis Rd Unit A, Hanover, MD, (443)661-4645
351789, DD/BR, Nickolas Nistazos, 109A Hampshire Road Sam's Club, Salisbury, MD, (410)630-8180
351811, DD/BR, Ghanshyam Patel, 998 Joppa Farm Rd , Joppa, MD, (410)593-7296
351841, DD/BR, Jesse Luis, 4905 Cordell Ave , Bethesda, MD, (301)652-7656
351858, DD/BR, Sukhwinder Sidhu, 11121 York Rd Suite F, Cockeysville, MD, (443)281-8439

446
352331, DD/BR, Rajesh Patel, 35 Osborne Pkwy , Forest Hill, MD, (410)838-9682
352490, DD/BR, Gaurang Patel, 15231 Hall Rd Suite 101, Bowie, MD, (240)206-8363
352491, DD/BR, Hitesh Patel, 7657 Arundel Mills Blvd , Hanover, MD, (410)799-5100
352713, DD/BR, Nickolas Nistazos, 405 N Boardwalk Unit 3, Ocean City, MD, (410)289-2081
352938, DD/BR, Brent Fauntleroy, 130 Frederick Rd Suite A, Thurmont, MD, (240)288-8746
353305, DD/BR, Brent Fauntleroy, 4969 Westview Dr Suite A, Frederick, MD, (240)815-5960
353503, DD/BR, Jesse Luis, 777 Hungerford Dr , Rockville, MD, (301)340-1968
354268, DD/BR, Brent Fauntleroy, 200 Middletown Pkwy Suite 200, Middletown, MD, (240)490-8681
355137, DD/BR, Rafey Omar, 5603 Riverdale Rd , Riverdale Park, MD, (301)803-8465
355551, DD/BR, Gaurang Patel, 12172 Central Ave , Mitchellville, MD, (301)249-4100

Michigan
300569, DD/BR, Vijaykumar Patel, 34417 Ford Rd , Westland, MI, (734)467-7476
300653, DD/BR, Amit Patel, 25170 Greenfield Rd , Oak Park, MI, (248)967-6288
300702, DD/BR, Amit Patel, 24740 Telegraph Rd , Southfield, MI, (248)352-8447
300712, DD/BR, Kardo Rasha, 28875 Dequindre Rd , Madison Heights, MI, (248)336-9022
300940, DD/BR, Kardo Rasha, 15067 Eureka Rd , Southgate, MI, (734)767-6745
301485, DD/BR, Haresh Patel, 2731 Niles Ave , Saint Joseph, MI, (269)983-7909
301487, DD/BR, Kardo Rasha, 11111 Telegraph Rd , Taylor, MI, (734)626-5580
301888, DD/BR, DIYA HOLDINGS, LLC, 20050 West Rd , Woodhaven, MI, (734)692-4445
304009, DD/BR, Amit Patel, 39415 W 10 Mile Rd , Novi, MI, (248)426-9348
304461, DD/BR, Amit Patel, 27919 Grand River Ave , Farmington Hills, MI, (248)471-1890
304462, DD/BR, Kardo Rasha, 39151 Van Dyke Ave , Sterling Heights, MI, (586)233-9464
306020, DD/BR, DIYA HOLDINGS, LLC, 14900 E 8 Mile Rd , Detroit, MI, (313)521-8196
306041, DD/BR, Shailesh Patel, 41511 Ford Rd , Canton, MI, (734)844-1589
306487, DD/BR, Kardo Rasha, 22451 Woodward Ave , Ferndale, MI, (248)914-4313
331348, DD/BR, Feris Atty, 21980 Sibley Rd , Brownstown, MI, (734)281-8952
336549, DD/BR, Masoud Shango, 29285 Southfield Rd , Southfield, MI, (248)395-9990
336551, DD/BR, Amit Patel, 28040 S Wixom Rd , Wixom, MI, (248)449-8815
336552, DD/BR, Masoud Shango, 27460 Van Dyke Ave , Warren, MI, (586)755-5151
336555, DD/BR, Kardo Rasha, 44603 Mound Rd , Sterling Heights, MI, (586)223-6654
337273, DD/BR, Manoj Patel, 600 S Opdyke Rd , Pontiac, MI, (248)758-1900
337855, DD/BR, Amit Patel, 9406 Telegraph Rd , Redford, MI, (313)535-0700
339503, DD/BR, Amit Patel, 23113 Greenfield Rd , Southfield, MI, (248)234-8525
339641, DD/BR, Todd Lekander, 763 S. Michigan Ave , Howell, MI, (517)546-3100
340300, DD/BR, Kardo Rasha, 24235 Michigan Ave , Dearborn, MI, (313)400-2287
340661, DD/BR, Kardo Rasha, 1700 W 14 Mile Rd , Royal Oak, MI, (248)838-8221
340872, DD/BR, Kardo Rasha, 4345 S Telegraph Rd , Dearborn Heights, MI, (313)600-0568
341073, DD/BR, Amit Patel, 14855 Telegraph Rd , Redford, MI, (313)531-5903
349005, DD/BR, Todd Lekander, 8281 Grand River Rd , Brighton, MI, (810)229-5330
349387, DD/BR, Kenny Koza, 378 S Broadway St , Lake Orion, MI, (248)693-7855
349468, DD/BR, Randy Ayyar, 4399 Highland Rd , Waterford, MI, (248)681-7000
352164, DD/BR, Knapick Management, LLC, 7501 S Westnedge Ave , Portage, MI, (269)323-1600
353548, DD/BR, Knapick Management, LLC, 6539 28th St SE , Grand Rapids, MI, (616)954-2900
353574, DD/BR, Amit Patel, 4775 Dixie Hwy , Waterford Township, MI, (248)674-9501
354602, DD/BR, Nicholas Shango, 28777 Northwestern Highway , Southfield, MI, (248)353-1710
354606, DD/BR, DIYA HOLDINGS, LLC, 1520 N Telegraph Rd , Monroe, MI, (734)206-1945
355043, DD/BR, Todd Lekander, 11055 Highland Rd , Hartland, MI, (810)991-0004
356372, DD/BR, Amit Patel, 2907 Orchard Lake Rd , Keego Harbor, MI, (248)977-1785
360456, DD/BR, Kardo Rasha, 4005 Dix Hwy , Lincoln Park, MI, (313)588-0497

Minnesota
356643, DD/BR, Elias Saman, 1224 Robert St S , West Saint Paul, MN, (651)207-5593

Missouri
348648, DD/BR, Milan Patel, 10701 Lambert Intl Blvd Terminal A St. Louis Intl Airport (STL), St Louis, MO, (312)429-7899
348649, DD/BR, Milan Patel, 10701 Lambert Intl Blvd St Louis Airport - East Term B, Saint Louis, MO, (314)429-7899
351388, DD/BR, Michael Geller, 900 Jeffco Blvd , Arnold, MO, (636)287-3856
353804, DD/BR, Anup Thakkar, 3100 S Providence Rd , Columbia, MO, (573)514-7020
354444, DD/BR, O&D Management, LLC, 4009 Highway K , O Fallon, MO, (636)244-0825
355426, DD/BR, NHM GROUP, LLC, 12121 Saint Charles Rock Rd , Bridgeton, MO, (314)455-4400
355752, DD/BR, Cory Roebuck, 1305 W Highway 76 , Branson, MO, (417)334-4099
356395, DD/BR, Anup Thakkar, 821 Elm St , Columbia, MO, (573)476-6341
357193, DD/BR, Anup Thakkar, 2207 Missouri Blvd , Jefferson City, MO, (573)635-7669

447
North Carolina
306810, DD/BR, Ahmad Awale, 3209 S Wilmington St , Raleigh, NC, (919)661-7377
307528, DD/BR, Samir Patel, 433a Western Blvd , Jacksonville, NC, (910)939-5257
330174, DD/BR, Arup Patel, 7815 N Point Blvd , Winston Salem, NC, (336)759-0012
330299, DD/BR, Krunal Thakar, 113 E Main St , Havelock, NC, (252)444-3030
330489, DD/BR, Krunal Thakar, 2908 Arendell St , Morehead City, NC, (252)247-4888
331785, DD/BR, Ahmad Awale, 7137 Us Hwy 64 East , Knightdale, NC, (919)217-9603
334786, DD/BR, Ahmad Awale, 5265 Six Forks Rd , Raleigh, NC, (919)571-1303
336996, DD/BR, Saurabh Desai, 241 Turnersburg Hwy , Statesville, NC, (704)838-1004
337361, DD/BR, Michael Belsante, 1831 South Blvd , Charlotte, NC, (704)377-4026
337413, DD/BR, Charlotte Delites, LLC, 14055 Hwy 74 West , Indian Trail, NC, (704)882-3858
337709, DD/BR, Charlotte Delites, LLC, 9033 S Tryon St , Charlotte, NC, (704)583-0411
339085, DD/BR, Ahmad Awale, 2727 Capital Blvd , Raleigh, NC, (919)875-9092
340396, DD/BR, George Ross, 770 Enterprise Drive , Clayton, NC, (919)359-8464
340408, DD/BR, Waheed Dode, 701 S. Kings Dr , Charlotte, NC, (704)331-2940
340674, DD/BR, Waheed Dode, 5029 Beatties Ford Rd , Charlotte, NC, (704)394-2828
340853, DD/BR, Kenneth Baer, 3411 Ramsey St Club Plaza Shopping Center, Fayetteville, NC, (910)488-8181
340985, DD/BR, Arup Patel, 274 Eastchester Drive , High Point, NC, (336)884-0278
341210, DD/BR, Arup Patel, 2561 Peters Creek Pkwy , Winston Salem, NC, (336)784-0266
341313, DD/BR, Ashwin Ganatra, 10310 Wilmington St , Huntersville, NC, (704)948-5454
341488, DD/BR, Bahram Vaziri, 1450 N Main Street Lakestone Shopping Center, Fuquay Varina, NC, (919)577-1150
341548, DD/BR, Saurabh Desai, 842 Williamson Rd , Mooresville, NC, (704)660-5548
341563, DD/BR, Rohitkumar Savani, 5605 N Tryon St , Charlotte, NC, (704)494-0733
341637, DD/BR, George Ross, 7001 Matthews Mint Hill Rd Suite A, Mint Hill, NC, (704)545-7480
342104, DD/BR, Alexander Smigelski, 2740 NC Hwy 55 Ste 100, Cary, NC, (919)303-4334
342298, DD/BR, Rohitkumar Savani, 6763 Albemarle Rd , Charlotte, NC, (704)569-1051
342371, DD/BR, Saurabh Desai, 651 River Hwy , Mooresville, NC, (704)664-1220
342490, DD/BR, George Ross, 2037 W. Sugar Creek Rd , Charlotte, NC, (704)509-4909
342494, DD/BR, John Coughlin, 2302 S New Hope Rd , Gastonia, NC, (704)869-4522
344346, DD/BR, Ahmad Awale, 3570 Davis Dr , Morrisville, NC, (919)469-4788
344367, DD/BR, Krunal Thakar, 1238 Birch St , Camp Lejeune, NC, (910)451-2599
344467, DD/BR, Bahram Vaziri, 800 Perry Road , Apex, NC, (919)303-5800
344919, DD/BR, David Knight, 16131 Lancaster Hwy Hunter's Crossing, Charlotte, NC, (704)542-2998
345098, DD/BR, Ashwin Ganatra, 3014 Driwood Ct Prosperity Pointe, Charlotte, NC, (704)717-7300
345190, DD/BR, Charlotte Delites, LLC, 3114 Fincher Farm Rd Suite 100, Matthews, NC, (704)708-9547
345913, DD/BR, Peter Turner, 2608 Erwin Rd Suite 156, Durham, NC, (919)309-0000
349131, DD/BR, Peter Turner, 8401 Capital Blvd , Raleigh, NC, (919)521-4960
350144, DD/BR, Charlotte Delites, LLC, 8334 Pineville Matthews Rd Ste 101, Charlotte, NC, (704)542-4667
351484, DD/BR, Charlotte Delites, LLC, 716 NC 24/27 Byp E , Albemarle, NC, (704)986-4608
352994, DD/BR, Donna Machi, 19116 W Catawba Ave Suite C, Cornelius, NC, (704)896-7644
353511, DD/BR, Vincent Machi, 1009 E Innes St , Salisbury, NC, (704)603-8428
353742, DD/BR, Vincent Machi, 19921 Zion Ave C-1, Cornelius, NC, (980)231-5764
356804, DD/BR, Kenneth Baer, 1490 NC 24-87 Unit 1, Cameron, NC, (910)433-2795

New Jersey
300451, DD/BR, Anthony D'Amore, 2639 Morris Ave , Union, NJ, (908)964-7871
300487, DD/BR, Anthony D'Amore, 705 Boulevard , Kenilworth, NJ, (908)241-8115
300493, DD/BR, Amrik Sikand, 380 Essex St , Lodi, NJ, (201)845-5933
300623, DD/BR, Keith Rasquinha, 278 Closter Dock Rd , Closter, NJ, (201)784-9861
300781, DD/BR, Arsenia Jimenez, 275 S Washington Ave , Bergenfield, NJ, (201)385-0761
301302, DD/BR, Wael Kioumji, 443 Paterson Ave , Wallington, NJ, (201)939-7405
302105, DD/BR, Atul Patel, 1732 State Route 35 Rt 35 & 18th Avenue, Belmar, NJ, (732)681-9781
302337, DD/BR, Chandresh Bhatt, 820 Us Highway 46 , Parsippany, NJ, (973)257-9835
304358, DD/BR, Kaushik Patel, US Highway 1 & Green St , Iselin, NJ, (732)855-1420
304619, DD/BR, Sudhir Shah, 704 Kennedy Blvd , Union City, NJ, (201)866-8648
304627, DD/BR, Mayur Patel, 5915 Bergenline Ave , West New York, NJ, (201)854-0010
308764, DD/BR, Kaushik Patel, 587 Fayette St , Perth Amboy, NJ, (732)442-8949
310459, DD/BR, Mohammed Haque, 1053 Bloomfield Ave 22 Styretowne Mall, Clifton, NJ, (973)473-9631
330060, DD/BR, Harshad Nandu, 40 Journal Sq , Jersey City, NJ, (201)216-9797
330344, DD/BR, Arsenia Jimenez, 636 Westwood Ave , River Vale, NJ, (201)358-6900
330938, DD/BR, Thomas Mascia, 719 Mountain Ave , Springfield, NJ, (973)376-6658
331074, DD/BR, Dixita Patel, 572 Valley Rd , Wayne, NJ, (973)696-3430
331101, DD/BR, Igor Zak, 973 Route 9 North Northbound Side, South Amboy, NJ, (732)721-3111

448
331180, DD/BR, Lea Geller, 494 N State Rt 17 , Paramus, NJ, (201)261-9687
331775, DD/BR, Chandresh Bhatt, 14 Eisenhower Pkwy , Roseland, NJ, (973)228-9808
331947, DD/BR, Arsenia Jimenez, 250 Bergen Tpke , Little Ferry, NJ, (201)373-0373
332337, DD/BR, Shubhakar Hegde, 1091 River Ave Todd Plaza, Lakewood, NJ, (732)942-1678
332375, DD/BR, ABDD III, LLC, 1001 Macarthur Blvd , Mahwah, NJ, (201)236-8099
334948, DD/BR, Manish Doshi, 215 Fourteenth St , Jersey City, NJ, (201)217-0009
335022, DD/BR, Anton Nader, 200 Buckelew Ave , Jamesburg, NJ, (732)521-9430
335170, DD/BR, Jay Patel, 1212 Madison Avenue , Paterson, NJ, (973)523-4200
335188, DD/BR, Thomas Mascia, 1254 Stelton Rd Next to CVS, Piscataway, NJ, (732)777-9550
335817, DD/BR, Shenouda Abdelmessieh, 1278 Lawrence Rd , Lawrenceville, NJ, (609)434-1414
335847, DD/BR, Anton Nader, 1245 Lakewood Rd, Rt 166 , Toms River, NJ, (732)286-3635
335955, DD/BR, Antonio Sequeira, 4199 Route 9 N , Howell, NJ, (732)942-9948
336078, DD/BR, James Fabris, 1430 Route 46 East , Fort Lee, NJ, (201)242-8006
336101, DD/BR, Ann Lim, 1513-1515 Kennedy Blvd , Jersey City, NJ, (201)209-9951
336688, DD/BR, Luis Garcia, 216 Rt 35 South , Point Pleasant, NJ, (732)701-9990
336715, DD/BR, Shubhakar Hegde, 1994 Route 9 Southbound Side, Howell, NJ, (732)431-3249
336771, DD/BR, Barbara Biazzo, 378 Passiac Ave , Fairfield, NJ, (973)276-7966
336872, DD/BR, Kaushik Patel, 651 College Drive , Blackwood, NJ, (856)228-8553
337017, DD/BR, Fernandita Allarde, 118 Rt 9 North , Pine Beach, NJ, (732)505-0050
337102, DD/BR, James Fabris, 1353 Ringwood Ave , Haskell, NJ, (973)616-7168
337327, DD/BR, Kunal Kapadia, 596 Market St , Newark, NJ, (973)274-1500
337338, DD/BR, Ketan Kapadia, 802 S. Orange Ave , Newark, NJ, (973)416-1800
337382, DD/BR, Shubhakar Hegde, 1500 Ocean Avenue Todd Plaza, Lakewood, NJ, (732)942-6188
337429, DD/BR, Anton Nader, 34 Rt 9 North Near NYSC, Marlboro, NJ, (732)617-0777
337484, DD/BR, Thomas Mascia, 315 Rt 206 , Hillsborough, NJ, (908)904-0220
337564, DD/BR, Igor Zak, 1076 Route 9 Southbound Side, Old Bridge, NJ, (732)553-0375
337568, DD/BR, James Fabris, 560 Route 23 , Pompton Plains, NJ, (973)248-3380
337569, DD/BR, Dharmesh Shah, 164 Rte 34 N Park Plaza Mall, Old Bridge, NJ, (732)740-7623
337572, DD/BR, Shubhakar Hegde, 400 South New Prospect Rd County Line Road, Jackson, NJ, (732)942-0006
337719, DD/BR, Sitanshu Mody, 1345 Rte 1 , North Brunswick, NJ, (732)418-9520
337759, DD/BR, Anthony D'Amore, 976-977 Inman Ave , Edison, NJ, (908)822-9983
338101, DD/BR, Dipak Patel, 311 Springfield Ave #313 , Newark, NJ, (973)565-9020
338277, DD/BR, William Mulholland, 601 Washington Ave Route 72, Manahawkin, NJ, (609)489-0008
338338, DD/BR, Rahul Shah, 2112 State Route 35 , Oakhurst, NJ, (732)695-2256
338437, DD/BR, Deepak Shah, 139-145 Broadway , South Amboy, NJ, (732)721-2110
338606, DD/BR, Igor Zak, 680 Rte 18 N , East Brunswick, NJ, (732)254-5433
338615, DD/BR, Access Investors, LLC, 210 Us-46 , Elmwood Park, NJ, (201)791-4880
338873, DD/BR, Pravin Patel, 440-A Forest Ave , Paramus, NJ, (201)599-0666
339005, DD/BR, Hetal Patel, 171 Lefante Way , Bayonne, NJ, (201)437-8080
339029, DD/BR, Sudhir Tolia, 633 Morris Tpke , Springfield, NJ, (973)379-5551
339057, DD/BR, Shubhakar Hegde, 715 Bennets Mills Rd Manhattan Plaza, Jackson, NJ, (732)928-0440
339089, DD/BR, Vincent Ludwig, 604 Grand Central Ave , Lavallette, NJ, (732)830-1972
339093, DD/BR, Piyush Amin, 178 Route 70 Medford Shopping Center, Medford, NJ, (609)953-6957
339283, DD/BR, Kevin Decker, 434 Main St , Spotswood, NJ, (732)251-5575
339297, DD/BR, Moothedath Ramachandran, 14 Wilson Ave , Englishtown, NJ, (732)446-3217
339420, DD/BR, SWN LLC, 150 Passaic St , Hackensack, NJ, (201)343-1206
339553, DD/BR, William Mulholland, 441 Old Hook Rd , Emerson, NJ, (201)588-9418
339645, DD/BR, Anthony D'Amore, 323 North Ave , Garwood, NJ, (908)232-1680
339655, DD/BR, Amit Patel, 4801 Park Ave , Union City, NJ, (201)330-3288
339704, DD/BR, Gary Haar, 525 Cedar Hill Ave Cedar Hill Shopping Center, Wyckoff, NJ, (201)612-7600
339775, DD/BR, James Fabris, 410 Minnisink Rd , Totowa, NJ, (973)890-4405
339953, DD/BR, Thomas Mascia, 186 Center St. , Clinton, NJ, (908)713-1212
339970, DD/BR, Dipak Patel, 2 Ryan Road , Marlboro, NJ, (732)780-9229
340000, DD/BR, James Fabris, 1161 State Rt 23 , Kinnelon, NJ, (973)492-0770
340007, DD/BR, Mayur Patel, 4914-22 Kennedy Blvd , West New York, NJ, (201)865-6505
340230, DD/BR, Anthony Santarelli, 20 Meadowlands Pky , Secaucus, NJ, (201)617-0100
340311, DD/BR, Gary Haar, 886 Prospect St , Glen Rock, NJ, (201)612-9090
340433, DD/BR, Arsenia Jimenez, 754 River Rd , New Milford, NJ, (201)261-2173
340449, DD/BR, Balraj Vohra, 4110 Quakerbridge Rd Bldg A , Lawrenceville, NJ, (609)716-6001
340788, DD/BR, Yogesh Patel, 100 Springside Rancocas Rd Rte 635, Westampton, NJ, (609)880-1520
340818, DD/BR, Amul Modi, 176 Columbia Turnpike , Florham Park, NJ, (973)822-0404
340935, DD/BR, Ramesh Patel, 55 Raritan Ave Route 27, Highland Park, NJ, (732)828-5485
341058, DD/BR, Lea Geller, 184 Kinderkamack Rd Unit D , Park Ridge, NJ, (201)391-9616
341191, DD/BR, Gary Haar, 233 N. Franklin Turnpike , Ramsey, NJ, (201)327-2828

449
341317, DD/BR, Hetal Patel, 4 North St , Bayonne, NJ, (201)437-1248
341362, DD/BR, Veena Arora, 460 Elizabeth Ave , Elizabeth, NJ, (908)351-1192
341412, DD/BR, Raman Alaigh, 109 E Main St Ste 111, Bound Brook, NJ, (732)302-9022
341929, DD/BR, Anil Jethwa, 251 Market St , Paterson, NJ, (973)523-0027
342028, DD/BR, William Mulholland, 332 Cedar Ln , Teaneck, NJ, (201)692-1900
342089, DD/BR, Amrik Sikand, 209 Main St , Ridgefield Park, NJ, (201)440-1430
342105, DD/BR, Mustak Malek, 353 Broad Ave , Leonia, NJ, (201)592-6645
342284, DD/BR, Patricia Babb, 62 East Mill Rd Route 24 And Old Farmers Rd, Long Valley, NJ, (908)876-3093
342300, DD/BR, Robert Geller, 344 Route 4 East Sunoco, Paramus, NJ, (201)342-6769
342340, DD/BR, Raman Alaigh, 215 West Front Street , Plainfield, NJ, (908)757-7773
342353, DD/BR, 4 H SECOND VENTURE LLC, 1111 Route 37 W , Toms River, NJ, (732)281-1388
342415, DD/BR, Nitin Patel, 19 W. Main St , Somerville, NJ, (908)685-9115
342862, DD/BR, Hetal Patel, 545 Broadway , Bayonne, NJ, (201)339-4205
343678, DD/BR, James Fabris, 338 Ramapo Valley Rd , Oakland, NJ, (201)651-0980
343910, DD/BR, Mohammed Haque, 382 Main St # 390, West Orange, NJ, (973)325-0999
343980, DD/BR, SWN LLC, 80 Godwin Ave , Midland Park, NJ, (201)447-1550
344171, DD/BR, Raman Alaigh, 750 Somerset St , Watchung, NJ, (908)561-1004
344475, DD/BR, Raman Alaigh, 1109 Route 202/206 and Washington Valley Road, Bedminster, NJ, (908)658-4005
346151, DD/BR, Amul Modi, Livingston Mall Adjacent to Sears Room Space 1073, Livingston, NJ, (973)992-1925
346578, DD/BR, James Fabris, 307 Main St , Butler, NJ, (973)492-0525
346755, DD/BR, Hsin Kuang Lin, 1467 Route 23 Staples Plaza, Wayne, NJ, (973)628-0434
348952, DD/BR, Amul Modi, 641 Shunpike Rd , Chatham, NJ, (973)360-1234
350562, DD/BR, Arun Mandi, 4 S Shore Rd , Marmora, NJ, (609)938-0457
350679, DD/BR, Hamed Saraj, 489 Grand Ave , Englewood, NJ, (201)227-1900
352033, DD/BR, Gary Haar, 527 River Dr , Elmwood Park, NJ, (201)791-3113
354728, DD/BR, Hemant Shah, 189 Route 35 , Cliffwood, NJ, (732)566-1175
355232, DD/BR, William Mulholland, 699 Avalon Dr , Wood Ridge, NJ, N/A
355246, DD/BR, Gary Haar, 794 Franklin Ave , Franklin Lakes, NJ, (201)891-6545

New Mexico
304248, DD/BR, Yasmin Haji, 5502 4th St NW , Albuquerque, NM, (505)345-3723
304676, DD/BR, Derek Beliveau, 1902 Central Ave SE , Albuquerque, NM, (505)843-6552
355481, DD/BR, Amin Habib, 195 E Highway 550 , Bernalillo, NM, (505)771-3113
356354, DD/BR, Amin Habib, 3200 La Orilla Rd NW Suite D-1, Albuquerque, NM, (505)503-1073

New York
300202, DD/BR, Sanjay Jain, 411 Furrows Rd , Holbrook, NY, (631)467-2419
300359, DD/BR, Hedaiet Khattab, 1213 Liberty Ave , Brooklyn, NY, (718)348-9282
300392, DD/BR, Ami Patel, 674 Broadway , Newburgh, NY, (845)562-4720
300462, DD/BR, Nishit Patel, 14625 Northern Blvd , Flushing, NY, (718)762-3804
300465, DD/BR, Cross County Partners, LLC, 2073 Jericho Tpke , Commack, NY, (631)543-3392
300467, DD/BR, Narinder Ahluwalia, 1063 Northern Blvd , Roslyn, NY, (516)627-2499
300645, DD/BR, Anton Nader, 2425 Hylan Blvd Burbank Avenue, Staten Island, NY, (718)351-4967
300697, DD/BR, Alan Jablon, 247 Greenwich St , Hempstead, NY, (516)486-6477
301331, DD/BR, Anthony Pellizzi, 314 Larkfield Rd , East Northport, NY, (631)368-1555
301353, DD/BR, Diane Morales, 369 E Main St , Patchogue, NY, (631)730-3321
301660, DD/BR, Anthony Pellizzi, 1694 Islip Ave , Brentwood, NY, (631)434-7657
301726, DD/BR, Michael Doris, 127 E Montauk Hwy , Hampton Bays, NY, (631)594-1928
301788, DD/BR, Michael Imperato, 1906 Deer Park Ave , Deer Park, NY, (631)667-8919
302006, DD/BR, Michael Doris, 1051 Old Country Rd , Riverhead, NY, (631)591-3820
302007, DD/BR, Cross County Partners, LLC, 350 Middle Country Rd Suite A, Coram, NY, (631)846-6491
302049, DD/BR, Howard Novick, 5 Brewster St , Glen Cove, NY, (516)759-0858
302211, DD/BR, Howard Novick, 1680 Grand Ave , Baldwin, NY, (516)378-9186
302221, DD/BR, Stuart Cohen, 235 W. Main St , Smithtown, NY, (631)360-1236
302224, DD/BR, Diane Morales, 475 Hempstead Tpke , West Hempstead, NY, (516)505-1828
302237, DD/BR, Diane Morales, 1399 Hicksville Rd , Massapequa, NY, (516)798-8601
302267, DD/BR, Konstantino Skrivanos, 8301 Flatlands Ave , Brooklyn, NY, (718)531-4469
302270, DD/BR, Sanjay Jain, 5017 Nesconset Hwy , Port Jefferson Station, NY, (631)473-7937
302283, DD/BR, Stuart Cohen, 2800 Merrick Rd , Bellmore, NY, (516)785-1497
302365, DD/BR, Stuart Cohen, 529 E. Main St , Bay Shore, NY, (631)666-3077
302406, DD/BR, Stephan Shelton, 280 E Sunrise Hwy , Lindenhurst, NY, (631)206-6113
302447, DD/BR, Prabodh Parikh, 21920 Northern Blvd , Bayside, NY, (718)224-7112
302480, DD/BR, Sanjay Jain, 545 William Floyd Pkwy , Shirley, NY, (631)395-4887
302485, DD/BR, Stuart Cohen, 116 Broadhollow Rd , Melville, NY, (631)425-0935

450
302530, DD/BR, Luciano Francioni, 25420 Hillside Ave , Floral Park, NY, (718)470-9245
302542, DD/BR, Stuart Cohen, 16822 Union Tpke , Flushing, NY, (718)591-6616
302607, DD/BR, Joseph Calvacca, 2062 Lakeville Rd , New Hyde Park, NY, (516)775-8630
302627, DD/BR, Narinder Ahluwalia, 13210 14th Ave , College Point, NY, (718)746-1211
302875, DD/BR, Sukla Mitra, 4202 Northern Blvd , Long Island City, NY, (718)609-0723
302954, DD/BR, Stuart Cohen, 1731 Merrick Rd , Merrick, NY, (516)379-8149
304011, DD/BR, Robert Foschi, 15367 Horace Harding Expy , Flushing, NY, (718)358-4031
304122, DD/BR, Stuart Cohen, 23819 Linden Blvd , Elmont, NY, (516)612-7222
304133, DD/BR, Konstantino Skrivanos, 373 Kings Hwy , Brooklyn, NY, (718)787-1308
304160, DD/BR, Harikrishna Patel, 976 Hempstead Tpke , Uniondale, NY, (516)485-2953
304255, DD/BR, Stuart Cohen, 219 Hempstead Tpke , Elmont, NY, (516)328-6757
304313, DD/BR, LEGACY QSR MANAGEMENT LLC, 2172 Westchester Ave , Bronx, NY, (718)918-1235
304335, DD/BR, Konstantino Skrivanos, 1922 Flatbush Ave # L , Brooklyn, NY, (718)758-0002
304353, DD/BR, LEGACY QSR MANAGEMENT LLC, 13 Graham Ave , Brooklyn, NY, (718)388-6845
304361, DD/BR, Konstantino Skrivanos, 9243 4th Ave , Brooklyn, NY, (718)745-4060
304362, DD/BR, Konstantino Skrivanos, 2630 86th St , Brooklyn, NY, (718)372-3824
304401, DD/BR, Nona Ahluwalia, 6103 Flushing Ave , Flushing, NY, (718)417-0918
304483, DD/BR, Stuart Cohen, 9405 Rockaway Blvd , Jamaica, NY, (718)843-0400
304484, DD/BR, Diane Morales, 6365 Woodhaven Blvd , Rego Park, NY, (718)396-0178
304486, DD/BR, Konstantino Skrivanos, 711 Brighton Beach Ave , Brooklyn, NY, (718)368-4231
304728, DD/BR, Prabodh Parikh, 24809 Northern Blvd , Little Neck, NY, (718)225-0513
304823, DD/BR, Rajan Patiwana, 7016 Northern Blvd , Flushing, NY, (718)672-1433
304909, DD/BR, Anton Nader, 1351 Forest Ave Forest Plaza, Staten Island, NY, (718)447-7857
306003, DD/BR, Anthony Pellizzi, 1261 Sunrise Hwy , Bay Shore, NY, (631)647-7535
306825, DD/BR, Sunandan Mitra, 3401 Broadway , Long Island City, NY, (718)278-4860
306826, DD/BR, Farina Wang, 8777 Parsons Blvd , Jamaica, NY, (718)526-4820
307108, DD/BR, Nishit Patel, 321 Broadway , New York, NY, (212)577-7528
307186, DD/BR, Mittal Patel, 290 E Main St , Port Jervis, NY, (845)856-7513
307262, DD/BR, Howard Novick, 3015 Stratton St , Flushing, NY, (718)321-0567
307284, DD/BR, Anil Shah, 3080 Boston Rd Corner of Burk Ave and Boston, Bronx, NY, (718)231-7766
307515, DD/BR, Konstantino Skrivanos, 1410 Avenue J , Brooklyn, NY, (718)252-1312
307669, DD/BR, Prabir Mitra, 5615 Myrtle Ave , Flushing, NY, (718)497-3581
307977, DD/BR, Stuart Cohen, 8413 Jamaica Ave , Woodhaven, NY, (718)847-9129
308608, DD/BR, Stuart Cohen, 159 Pine Hollow Rd , Oyster Bay, NY, (516)922-7888
308652, DD/BR, Stuart Cohen, 1766 Merrick Ave N , Merrick, NY, (516)377-3827
310001, DD/BR, Hedaiet Khattab, 245 Highland Pl Corner of Atlantic Ave, Brooklyn, NY, (718)277-1995
310079, DD/BR, Howard Novick, 302 5th Ave , New York, NY, (212)268-0686
310225, DD/BR, TBG FAC Holdings, LLC, 5 Goldens Bridge Shopping Ctr , Goldens Bridge, NY, (914)232-1860
310340, DD/BR, Sunandan Mitra, 2502 31st St , Astoria, NY, (718)726-6982
310373, DD/BR, Jaspreet Walia, 560 Smithtown Byp , Smithtown, NY, (631)257-5072
330038, DD/BR, Diane Morales, 4025B Hempstead Tpke , Bethpage, NY, (516)622-1145
330039, DD/BR, Sabir Sohail, 355 Broadway , Amityville, NY, (631)789-2611
330049, DD/BR, Stuart Cohen, 13 W. Main St , East Islip, NY, (631)859-0786
330113, DD/BR, Howard Novick, 347 Glen Cove Ave , Sea Cliff, NY, (516)676-4308
330135, DD/BR, Konstantino Skrivanos, 1285 Broadway , Brooklyn, NY, (347)435-0280
330148, DD/BR, Amarjit Multani, 1051 Willis Ave , Albertson, NY, (516)746-5999
330153, DD/BR, Stuart Cohen, 3547 Francis Lewis Blvd , Flushing, NY, (718)886-5279
330187, DD/BR, TBG FAC Holdings, LLC, 2248 Central Park Ave , Yonkers, NY, (914)793-1075
330197, DD/BR, Stuart Cohen, 165 7th St # 167, Garden City, NY, (516)248-4417
330267, DD/BR, Daljeet Ahluwalia, 9925 Horace Harding Expy , Flushing, NY, (718)271-9222
330342, DD/BR, Tumay Basaranlar, 728 W 181st St Colonel Robert Magaw Pl, New York, NY, (212)795-0101
330348, DD/BR, Konstantino Skrivanos, 610 Utica Ave , Brooklyn, NY, (718)604-0470
330350, DD/BR, Anil Shah, 2702 E. Tremont Ave , Bronx, NY, (718)824-3131
330367, DD/BR, Edward Chiaravalle, 96 E Main St , New Rochelle, NY, (914)272-7016
330415, DD/BR, Prabir Mitra, 3102 36th Ave , Long Island City, NY, (718)383-1000
330439, DD/BR, ABDD III, LLC, 1 Galleria Dr Galleria Mall At Crystal Run, Middletown, NY, (845)692-0848
330559, DD/BR, Paulo Sardinha, 3399 Crompond Rd , Yorktown Heights, NY, (914)734-7830
330873, DD/BR, Gulam Choudhury, 628 Horseblock Rd , Farmingville, NY, (631)732-7569
331065, DD/BR, Joumana Lollobrigida, 8347 Parsons Blvd , Jamaica, NY, (718)526-9690
331072, DD/BR, Konstantino Skrivanos, 1443 Myrtle Ave , Brooklyn, NY, (718)418-0733
331182, DD/BR, Prabir Mitra, 4513 Queens Blvd , Sunnyside, NY, (718)482-7282
331183, DD/BR, Prabir Mitra, 3326 21st St , Long Island City, NY, (718)267-0279
331265, DD/BR, Prabir Mitra, 6040 Myrtle Ave , Ridgewood, NY, (718)386-4633
331288, DD/BR, Diane Morales, 19 Bay Shore Rd , Bay Shore, NY, (631)254-9092

451
331929, DD/BR, Bharat Patel, 17915 HILLSIDE AVE , JAMAICA, NY, (718)658-1279
331991, DD/BR, TBG FAC Holdings, LLC, 1591 Central Park Ave , Yonkers, NY, (914)793-4896
332030, DD/BR, Stuart Cohen, 281 Walt Whitman Rd , Huntington Station, NY, (631)547-1685
332067, DD/BR, Anil Shah, 2148 White Plains Rd , Bronx, NY, (718)792-3686
332445, DD/BR, Tumay Basaranlar, 1342 Amsterdam Ave 125th & Amsterdam Ave, New York, NY, (212)222-4136
332798, DD/BR, Narendrakumar Patel, 2 E Kingsbridge Ave Jerome Ave and E Kingsbridge, Bronx, NY, (718)733-4347
332974, DD/BR, TBG FAC Holdings, LLC, 132 Bronx River Rd , Yonkers, NY, (914)237-5275
334727, DD/BR, Rajan Patiwana, 10009 Astoria Blvd , East Elmhurst, NY, (718)478-4443
335049, DD/BR, Abdul Bari Nasary, 137 Wyckoff Ave. Across from Wyckoff Med Ctr, Brooklyn, NY, (718)418-2483
335532, DD/BR, Konstantino Skrivanos, 737 4th Avenue , Brooklyn, NY, (718)369-4258
335596, DD/BR, Ronald Portnoy, 4007 Merrick Rd , Seaford, NY, (516)679-2888
335880, DD/BR, Anton Nader, 770 Forest Ave , Staten Island, NY, (718)273-9641
335881, DD/BR, Anton Nader, 1131 Bay St , Staten Island, NY, (718)420-4920
336064, DD/BR, Konstantino Skrivanos, 3015 Mermaid Ave , Brooklyn, NY, (718)372-3198
336563, DD/BR, William DeBonis, 3115 Route 22 # 12, Patterson, NY, (845)878-7655
336572, DD/BR, Farina Wang, 146-17 Jamaica Ave , Jamaica, NY, (718)262-0299
336583, DD/BR, Stuart Cohen, 9217 Jamaica Ave , Woodhaven, NY, (718)850-2717
336628, DD/BR, Stuart Cohen, 11611 Liberty Ave , South Richmond Hill, NY, (718)845-2649
336925, DD/BR, Shaun Cain, 13320 Rockaway Blvd , South Ozone Park, NY, (718)845-9875
337355, DD/BR, Lalmir Sultanzada, 53 West 116th St , New York, NY, (212)289-0770
337400, DD/BR, Cross County Partners, LLC, 1852 Route 112 , Coram, NY, (631)846-8077
337447, DD/BR, Anthony Pellizzi, 925 Montauk Hwy , Copiague, NY, (631)608-4483
337498, DD/BR, Narendrakumar Patel, 3685 Bruckner Blvd Bruckner and Westchester Ave, Bronx, NY, (718) 518-0341
337499, DD/BR, Anton Nader, 1854 Hylan Blvd , Staten Island, NY, (718)980-1257
337500, DD/BR, Konstantino Skrivanos, 1427 Sheepshead Bay Rd , Brooklyn, NY, (718)332-9414
337509, DD/BR, Narinder Ahluwalia, 10962 Francis Lewis Blvd , Jamaica, NY, (718)465-1400
337513, DD/BR, Srinivasa Rao Tummalapenta, 2083 Lexington Ave (145 East 125th St) , New York, NY, (646)368-5906
337531, DD/BR, Narendrakumar Patel, 1733 Jerome Avenue 175th and Jerome Ave, Bronx, NY, (718) 731-2200
337533, DD/BR, Chandan Kumar Sengupta, 5501 Broadway , Bronx, NY, (718)432-2606
337561, DD/BR, Ayiesha Selwanes, 1225 1st Ave , New York, NY, (212)734-5465
337565, DD/BR, Shaun Cain, 269 Beach 116th St Across from Subway Station, Far Rockaway, NY, (718)318-9500
337599, DD/BR, Jashim Rassell, 13850 Jamaica Ave , Jamaica, NY, (718)291-3107
337653, DD/BR, Diane Morales, 56 E Sunrise Hwy Sunrise & Hewlett Ave, Merrick, NY, (516)608-5436
337663, DD/BR, Anton Nader, 901 Huguenot Ave , Staten Island, NY, (718)605-0001
337762, DD/BR, Narendrakumar Patel, 4115 3rd Ave 175th and 3rd Ave, Bronx, NY, (718)294-5344
337904, DD/BR, Stuart Cohen, 61-58 Springfield Blvd , Oakland Gardens, NY, (718)357-1273
338125, DD/BR, Sukla Mitra, 3117 30th Ave , Astoria, NY, (718)956-3582
338196, DD/BR, Stuart Cohen, 59 Jackson Ave , Syosset, NY, (516)364-2299
338208, DD/BR, Stuart Cohen, 389 Atlantic Ave #391, Freeport, NY, (516)377-5292
338221, DD/BR, Konstantino Skrivanos, 148 Smith St , Brooklyn, NY, (718)403-0386
338222, DD/BR, George Curis, 6402 7th Ave Between 64th and 65th Street, Brooklyn, NY, (718)748-4610
338263, DD/BR, Saurabh Desai, 1041 Prospect Ave , Bronx, NY, (718)304-7723
338313, DD/BR, Jaspreet Walia, 115 Veterans Highway , Commack, NY, (631)864-4259
338398, DD/BR, Daniel Feinstein, 81 Jericho Tpke , Jericho, NY, (516)334-7351
338558, DD/BR, Sunandan Mitra, 4322 Ditmars Blvd , Astoria, NY, (718)204-2110
338583, DD/BR, Peter Pappas, 875 3rd Ave , New York, NY, (212)644-4385
338592, DD/BR, Amarjit Multani, 18711 Jamaica Ave , Jamaica, NY, (718)454-3501
338698, DD/BR, John Troiano, 2241 Southern Blvd , Bronx, NY, (718)220-4946
338712, DD/BR, East Side DD, LLC, 601 2nd Ave , New York, NY, (212)683-3793
338749, DD/BR, Mohammad Sandhu, 1815 Avenue U Between 18th and 19th Street, Brooklyn, NY, (718)336-7414
338766, DD/BR, Alexander Smigelski, 1650 Bruckner Blvd Bruckner Plaza, Bronx, NY, (718)893-2090
338782, DD/BR, Paulo Sardinha, 113 Albany Post Rd , Buchanan, NY, (914)734-7771
338807, DD/BR, Anton Nader, 2222 Forest Ave , Staten Island, NY, (718)442-6630
338818, DD/BR, Amir Siddique, 1710 Eastern Pkwy Corner of Rockaway Ave, Brooklyn, NY, (718)566-6280
338868, DD/BR, Teresa Mazon, 422 Washington Ave , Peekskill, NY, (914)788-9100
338870, DD/BR, Paul Santoro, 94 Croton Ave , Ossining, NY, (914)944-0165
338871, DD/BR, Konstantino Skrivanos, 906 Coney Island Ave , Brooklyn, NY, (718)871-0526
338922, DD/BR, Paul Santoro, 81 Knollwood Rd , White Plains, NY, (914)949-4468
338949, DD/BR, Sanjay Jain, 125 Portion Rd , Ronkonkoma, NY, (631)471-2090
339024, DD/BR, Konstantino Skrivanos, 43 Jamaica Ave Jackie Robinson Pkwy, Brooklyn, NY, (718)922-5387
339025, DD/BR, Konstantino Skrivanos, 1993 Atlantic Ave , Brooklyn, NY, (347)435-0278
339039, DD/BR, Konstantino Skrivanos, 289 7th Ave , New York, NY, (212)486-4799
339090, DD/BR, Michael Imperato, 1201 Deer Park Ave Ste 1203, North Babylon, NY, (631)667-3900
339302, DD/BR, ABDD III, LLC, 270 Route 59 , Suffern, NY, (845)504-5303

452
339305, DD/BR, George Curis, 5702 2nd Ave Corner of 57th Street, Brooklyn, NY, (718)439-5119
339350, DD/BR, Chandan Kumar Sengupta, 110 West 145th St , New York, NY, (212)234-3440
339351, DD/BR, Konstantino Skrivanos, 250 E Houston St , New York, NY, (212)388-1637
339386, DD/BR, Stuart Cohen, 200 E Main St , Huntington, NY, (631)935-0031
339387, DD/BR, Mary Cain, 11602 Metropolitan Ave , Richmond Hill, NY, (718)441-8006
339430, DD/BR, Konstantino Skrivanos, 1467 Nostrand Ave , Brooklyn, NY, (718)703-0198
339433, DD/BR, Anton Nader, 680 Arthur Kill Rd , Staten Island, NY, (718)948-0600
339647, DD/BR, Diane Morales, 265 East Jericho Tpk , Mineola, NY, (516)739-2503
339657, DD/BR, Konstantino Skrivanos, 5901 Church Avenue , Brooklyn, NY, (718)342-0050
339742, DD/BR, James Cain, 207 W. Merrick Rd # 233, Valley Stream, NY, (516)256-4445
339747, DD/BR, Rajasekhar Kantamneni, 269 8th Ave , New York, NY, (646)396-8390
339817, DD/BR, Jaymina Patel, 6122 Fresh Pond Rd , Middle Village, NY, (718)418-2393
339818, DD/BR, Jashim Rassell, 13328 Springfield Blvd , Jamaica, NY, (718)978-8028
339841, DD/BR, Jaspreet Walia, 731 Nesconset Hwy , Smithtown, NY, (631)724-0345
339842, DD/BR, Shaun Cain, 239 Beach 20th St , Far Rockaway, NY, (718)868-0448
339890, DD/BR, Sunandan Mitra, 6667 Fresh Pond Rd , Fresh Pond, NY, (718)628-4248
339914, DD/BR, Konstantino Skrivanos, 2302 Knapp St # 2310 , Brooklyn, NY, (718)332-6152
339917, DD/BR, Srinivasa Rao Tummalapenta, 1760 2nd Ave , New York, NY, (212)876-3312
340005, DD/BR, Richard Greenstein, 795 East Jericho Tpk , Huntington Station, NY, (631)673-5286
340082, DD/BR, Mohinder Singh, 587 Old Country Rd , Plainview, NY, (516)433-8128
340252, DD/BR, Sunandan Mitra, 7007 Myrtle Ave , Glendale, NY, (718)628-0350
340294, DD/BR, Stuart Cohen, 11716 Queens Blvd , Forest Hills, NY, (718)268-5380
340295, DD/BR, Joumana Lollobrigida, 4008 Bell Blvd , Bayside, NY, (718)224-7013
340313, DD/BR, East Side DD, LLC, 476 Second Ave , New York, NY, (212)684-2173
340356, DD/BR, Rafiq Majeed, 1375 Rockaway Parkway Canarsie-Rockaway Pkwy (L Tr), Brooklyn, NY, (718)257-6490
340361, DD/BR, Gobind Bathija, 1495 Montauk Hwy , Mastic, NY, (631)281-2103
340362, DD/BR, James Cain, 6120 Fresh Meadow Ln , Fresh Meadows, NY, (718)463-5819
340370, DD/BR, Jose Montero, 636 City Island Ave , Bronx, NY, (718)885-3057
340439, DD/BR, George Curis, 3701 Nostrand Ave Corner of Ave X, Brooklyn, NY, (718)743-6555
340441, DD/BR, Konstantino Skrivanos, 578 Atlantic Ave , Brooklyn, NY, (718)596-6029
340450, DD/BR, Dennis Colaitis, 448 Fifth Ave Corner of 9th Street, Brooklyn, NY, (718)832-9460
340462, DD/BR, John Troiano, 1040 Westchester Ave , Bronx, NY, (718)328-1482
340464, DD/BR, Mohammad Sandhu, 1510 Elm Avenue Avenue M (Q Train), Brooklyn, NY, (718)627-0667
340467, DD/BR, Mohamed Saad, 241-A Rockaway Pkwy , Brooklyn, NY, (718)240-9011
340500, DD/BR, Medhat Youssef, 46 E 167th St , Bronx, NY, (718)992-9677
340537, DD/BR, Srinivasa Rao Tummalapenta, 140 Delancey St , New York, NY, (212)777-2003
340575, DD/BR, Konstantino Skrivanos, 126 35th St , Brooklyn, NY, (718)499-9055
340587, DD/BR, Mohinder Singh, 285-291 Glen Street , Glen Cove, NY, (516)674-6756
340588, DD/BR, Rajan Patiwana, 74-13 Roosevelt Ave , Jackson Heights, NY, (718)205-4440
340671, DD/BR, Teresa Mazon, 1851 E Main St Route 6, Mohegan Lake, NY, (914)526-5560
340817, DD/BR, Mohamed Saad, 5401 108th St , Corona, NY, (718)271-8061
340834, DD/BR, April Baker-Levy, 815 10th Ave , New York, NY, (212)600-4113
340851, DD/BR, Shaun Cain, 579 Peninsula Blvd , Hempstead, NY, (516)292-1004
340852, DD/BR, Sukla Mitra, 4128 Queens Blvd , Sunnyside, NY, (718)361-6825
340855, DD/BR, East Side DD, LLC, 250 E. 40th St 745 Second Avenue, New York, NY, (212) 681-2482
340876, DD/BR, Shahzad Mir, 2366 Grand Concourse 184th and Grand Concourse, Bronx, NY, (718)220-4828
341048, DD/BR, Sanjay Jain, 2815 Middle Country Rd , Lake Grove, NY, (631)648-9109
341059, DD/BR, Konstantino Skrivanos, 3319 Fulton St Crescent St (J,Z Train), Brooklyn, NY, (347)435-0286
341102, DD/BR, Srinivasa Rao Tummalapenta, 140 E 170th St , Bronx, NY, (718)293-3535
341139, DD/BR, Konstantino Skrivanos, 395 Hudson St , New York, NY, (212)645-2515
341392, DD/BR, Anthony Pellizzi, 101 Pulaski Rd , Kings Park, NY, (631)544-0031
341450, DD/BR, Srinivasa Rao Tummalapenta, 3600 Broadway (B'Way & 149th), New York, NY, (646)434-6286
341501, DD/BR, Suhail Sitaf, 100 Chambers St , New York, NY, (212)608-1601
341574, DD/BR, Konstantino Skrivanos, 1556 Ralph Ave Corner of E 79th Street, Brooklyn, NY, (718)758-4167
341639, DD/BR, Sanjay Jain, 3197 Horseblock Road Medford Plaza Shopping Center, Medford, NY, (631)654-4936
341697, DD/BR, Mohinder Singh, 24 Newbridge Rd , Hicksville, NY, (516)931-5777
341790, DD/BR, P2 Donut Holdings LLC, 51 East 34th St , New York, NY, (212)481-2355
341830, DD/BR, Barbara Houlihan, 699 Morris Park Ave Morris Park & White Plains Rd, Bronx, NY, (718)794-1973
341842, DD/BR, Konstantino Skrivanos, 573 Lafayette Ave Bedford-Nostrand Avs (G Train), Brooklyn, NY, (718)230-4518
342008, DD/BR, Stuart Cohen, 989 Atlantic Ave #991, Baldwin, NY, (516)868-2101
342009, DD/BR, James Lash, 80 Virginia Rd , White Plains, NY, (914)328-2412
342109, DD/BR, Bharat Patel, 9507 57th Ave , Elmhurst, NY, (718)592-0940
342155, DD/BR, Rajan Patiwana, 3500 48th St , Long Island City, NY, (718)784-3639
342188, DD/BR, Gulam Choudhury, 1243 Montauk Hwy , Oakdale, NY, (631)567-3010

453
342190, DD/BR, Sherif Emera, 360 W 31st St 21 Penn Plaza, New York, NY, (212)904-1160
342223, DD/BR, Hadi Monavar, Lagaurdia Airport, West Food Court Central Term, Flushing, NY, (718)335-6473
342238, DD/BR, Bruce Baltera, 726 Old Bethpage Rd , Old Bethpage, NY, (516)752-7520
342239, DD/BR, Chandan Kumar Sengupta, 55 West 55th St , New York, NY, (212)245-4655
342248, DD/BR, East Side DD, LLC, 361 First Avenue , New York, NY, (212)228-8895
342251, DD/BR, Srinivasa Rao Tummalapenta, 130 Dyckman St , New York, NY, (212)544-0272
342286, DD/BR, Konstantino Skrivanos, 6502 14th Ave , Brooklyn, NY, (347)492-0734
342293, DD/BR, Mohinder Singh, 100 North Broadway , Hicksville, NY, (516)932-3594
342376, DD/BR, Judith Dazzo, 420 Newbridge Rd , Hicksville, NY, (516)935-0088
342378, DD/BR, Howard Novick, 36 Glenhead Rd , Glen Head, NY, (516)676-1800
342390, DD/BR, Sanjay Jain, 440 William Floyd Pkwy , Shirley, NY, (631)395-7830
342626, DD/BR, Konstantino Skrivanos, 7121 18th Ave , Brooklyn, NY, (718)256-0358
342627, DD/BR, Amir Siddique, 352 Graham Ave Graham Av (L Train), Brooklyn, NY, (718)384-7640
342644, DD/BR, Anton Nader, 1445 Richmond Ave Expressway Plaza, Staten Island, NY, (718)370-0601
342683, DD/BR, Michael McAleer, 213 W Route 59 , Nanuet, NY, (845)215-5605
342725, DD/BR, Anton Nader, 77 A Richmond Hill Rd Kenbar Plaza, Staten Island, NY, (718)370-1238
342772, DD/BR, Hemang Champaneria, 1392 Lexington Avenue , New York, NY, (212)722-5767
342833, DD/BR, Amir Siddique, 643 Manhattan Ave Corner of Bedford Ave, Brooklyn, NY, (718)472-3745
342887, DD/BR, George Curis, 2344 Flatbush Ave Corner of Ave S, Brooklyn, NY, (718)338-0530
342937, DD/BR, Goonjit Mehta, 230 Main St , East Aurora, NY, (716)655-2541
342968, DD/BR, East Side DD, LLC, 100 1st Ave , New York, NY, (212)420-7031
342977, DD/BR, Stephan Shelton, 5477-5515 Merrick Road , Massapequa, NY, (516)203-7519
342984, DD/BR, Narendrakumar Patel, 4942 Broadway 207th and Broadway, New York, NY, (212)544-0453
343028, DD/BR, Konstantino Skrivanos, 383 Court St , Brooklyn, NY, (718)797-3542
343038, DD/BR, Srinivasa Rao Tummalapenta, 2258 1st Ave aka 401-403 East 116th Street, New York, NY, (646)597-9421
343097, DD/BR, East Side DD, LLC, 567 3rd Ave , New York, NY, (212)867-9578
343107, DD/BR, Howard Novick, 240 W. 40th St , New York, NY, (212)395-9280
343283, DD/BR, George Curis, 2926 Avenue I Corner of Nostrand Ave, Brooklyn, NY, (718)252-5349
343304, DD/BR, Amarjit Multani, 16804 Jamaica Ave , Jamaica, NY, (718)526-3377
343329, DD/BR, Sachin Shah, 508 259th St Riverdale Ave and 259th St, Bronx, NY, (718)432-1289
343333, DD/BR, Richard Greenstein, 2944 Hempstead Tpke , Levittown, NY, (516)520-0494
343692, DD/BR, Stuart Cohen, 21522 73rd Ave (Bell Blvd Oakland Gardens), Bayside, NY, (718)217-1599
343693, DD/BR, Srinivasa Rao Tummalapenta, 1167 Webster Ave , Bronx, NY, (718)588-7232
343754, DD/BR, Diane Morales, 662 Dogwood Ave , Franklin Square, NY, (516)481-4900
343843, DD/BR, Jashim Rassell, 11420 Sutphin Blvd , Jamaica, NY, (718)925-8791
343886, DD/BR, East Side DD, LLC, 355 3rd Ave , New York, NY, (212)686-1500
343979, DD/BR, Konstantino Skrivanos, 7602 13th Ave , Brooklyn, NY, (347)497-5150
344018, DD/BR, East Side DD, LLC, 455 Park Ave S , New York, NY, (212)213-9010
344267, DD/BR, Cross County Partners, LLC, 430 North Country Rd Suite 1, Saint James, NY, (631)584-5874
344454, DD/BR, Stuart Cohen, 840 Carman Ave , Westbury, NY, (516)333-0344
344497, DD/BR, Chandan Kumar Sengupta, 274 E. 149th St , Bronx, NY, (718)292-1478
344530, DD/BR, Richard Greenstein, 501 Commack Rd , Deer Park, NY, (631)586-0304
344544, DD/BR, Konstantino Skrivanos, 1903 Kings Hwy , Brooklyn, NY, (718)975-0646
344558, DD/BR, Richard Greenstein, 1750 Fifth Ave , Bayshore, NY, (631)231-1650
344580, DD/BR, Walter Buczek, 26 W Orangeburg Rd , Orangeburg, NY, (845)398-9702
344821, DD/BR, George Curis, 1243 Surf Ave Coney Island - Stillwell Ave, Brooklyn, NY, (718)265-0102
344829, DD/BR, Diane Morales, 545 Uniondale Ave , Uniondale, NY, (516)280-3160
345234, DD/BR, Jasjeet Ahluwalia, 6366 108th St , Forest Hills, NY, (718)275-4575
345446, DD/BR, Hemang Champaneria, 1880 3rd Ave , New York, NY, (212)426-3131
345678, DD/BR, Sabir Sohail, 306 Nassau Rd # 308, Roosevelt, NY, (516)442-5533
345768, DD/BR, Ourbassie Ramsumair, 606 10th Avenue , New York, NY, (212)247-2400
346449, DD/BR, Prabir Mitra, 2514 Broadway , Astoria, NY, (718)728-0087
346759, DD/BR, Srinivasa Rao Tummalapenta, 2103 Frederick Douglass Blvd. , New York, NY, (212)280-6414
347073, DD/BR, East Side DB II, LLC, 140 E 34th St , New York, NY, (212)481-2905
348800, DD/BR, Mohinder Singh, 6 Ocean Ave , Lynbrook, NY, (516)256-2821
348971, DD/BR, Kevin Springer, 20 Vanderbilt Pkwy , Commack, NY, (631)499-2231
349014, DD/BR, Sunandan Mitra, 2412 Steinway St , Astoria, NY, (718)204-8408
349043, DD/BR, Stephan Shelton, 1148 Wantagh Ave , Wantagh, NY, (516)203-7344
349074, DD/BR, Gulam Choudhury, 1085 Route 25A , Stony Brook, NY, (631)689-0350
349077, DD/BR, Richard Greenstein, 316 W 34th St , New York, NY, (212)760-2600
349244, DD/BR, Konstantino Skrivanos, 322 Livingston St , Brooklyn, NY, (718)858-4218
349800, DD/BR, Anthony Pellizzi, 2109 Broadhollow Rd , Farmingdale, NY, (631)393-0910
349875, DD/BR, Richard Greenstein, 406 6th Ave , New York, NY, (212)677-5985
350010, DD/BR, Sunandan Mitra, 4902 Vernon Blvd. , Long Island City, NY, (718)433-4543

454
350145, DD/BR, HG DFW RETAILERS JV, JFK International Airport Terminal 8 Concourse C, Jamaica, NY, (718)244-0359
350254, DD/BR, Shaun Cain, 6820 Rockaway Beach Blvd , Arverne, NY, (347)230-4213
350391, DD/BR, Bharat Patel, 8111 Broadway , Elmhurst, NY, (718)898-0110
350511, DD/BR, Richard Greenstein, 484 9th Ave , New York, NY, (646)590-2933
350524, DD/BR, Konstantino Skrivanos, 5510 5th Ave , Brooklyn, NY, (347)227-7184
350701, DD/BR, Gulam Choudhury, 1327 Middle Country Rd , Centereach, NY, (631)346-3602
350757, DD/BR, James Cain, 13640 39th Ave Unit B2, Flushing, NY, (718)358-0902
350994, DD/BR, P2 Donut Holdings LLC, 25 W 43rd St , New York, NY, (212)933-4630
351274, DD/BR, Hemang Champaneria, 1703 3rd Ave , New York, NY, (646)727-7744
351339, DD/BR, Milton Kazi, 201 Madison St , New York, NY, (212)566-5071
351823, DD/BR, Richard Greenstein, 323 W 42nd St , New York, NY, (646)861-1917
351929, DD/BR, Shaun Cain, 14401 Liberty Ave , Jamaica, NY, (718)657-0518
351930, DD/BR, James Cain, 11320 Beach Channel Dr , Far Rockaway, NY, (347)230-4599
351935, DD/BR, Peter Pappas, 882 Lexington Ave , New York, NY, (646)590-0946
352113, DD/BR, Gobind Bathija, 20 Eastport Manor Rd , Eastport, NY, (631)801-6211
352140, DD/BR, Konstantino Skrivanos, 8509 5th Ave , Brooklyn, NY, (718)833-6400
352191, DD/BR, Shaun Cain, 18823 Union Tpke , Fresh Meadows, NY, (347)548-4154
352286, DD/BR, James Cain, 20-12 Mott Ave , Far Rockaway, NY, (718)471-0714
352314, DD/BR, Cross County Partners, LLC, 725 Route 25A Store #2, Miller place, NY, (631)228-4347
352393, DD/BR, East Side DB II, LLC, 542 E 14th St , New York, NY, (646)484-5519
352512, DD/BR, Anil Shah, 1030 154th St , Whitestone, NY, (718)767-0009
352547, DD/BR, William DeBonis, 325 Route 100 Somers Town Center, Somers, NY, (914)276-7606
352671, DD/BR, Stuart Cohen, 15029 Crossbay Blvd Store #4, Jamaica, NY, (718)738-1245
352786, DD/BR, Anton Nader, 1650 Richmond Ave Coral Plaza, Staten Island, NY, (718)698-6940
353369, DD/BR, Shahzad Mir, 317-325 E Kingsbridge Rd E Fordham and E Kingsbridge, Bronx, NY, (718)367-7022
353475, DD/BR, John Dazzo, 2050 Hempstead Tpke , East Meadow, NY, (516)794-7155
353779, DD/BR, Stuart Cohen, 7302 Austin St , Forest Hills, NY, (718)575-0892
353892, DD/BR, Srinivasa Rao Tummalapenta, 900 Saint Nicholas Ave , New York, NY, (646)340-3929
354025, DD/BR, Chandan Kumar Sengupta, 193 W 237th St , Bronx, NY, (347)603-7430
354069, DD/BR, Rodolfo Valencia, 5801 Woodside Ave , Woodside, NY, (718)458-1903
354124, DD/BR, Anthony Pellizzi, 343 Union Blvd , West Islip, NY, (631)539-8154
354394, DD/BR, Anil Shah, 1888 Eastchester Rd , Bronx, NY, (718)684-6440
354671, DD/BR, Chandan Kumar Sengupta, 459 E 149th St , Bronx, NY, (718)292-0491
354846, DD/BR, Srinivasa Rao Tummalapenta, 57 E 125th St , New York, NY, (646)340-2446
354943, DD/BR, Almog Geva, 240 E 23rd St , New York, NY, (212)228-0442
355290, DD/BR, Ronald Portnoy, 251 Glen Cove Rd , Carle Place, NY, (516)741-8351
355462, DD/BR, Stuart Cohen, 24-28 Lowell Ave , Islip Terrace, NY, (631)224-1984
355712, DD/BR, Srinivasa Rao Tummalapenta, 3504 Broadway , New York, NY, (646)275-0683
355728, DD/BR, Anil Shah, 2141 Williamsbridge Rd , Bronx, NY, (718)684-6144
355892, DD/BR, Richard Greenstein, 544 Avenue of the Americas , New York, NY, (212)727-0444
356058, DD/BR, Stuart Cohen, 16995 137th Ave Rochdale Village Stores, Jamaica, NY, (718)738-1245
356376, DD/BR, Mohinder Singh, 597 Route 25A , Rocky Point, NY, (631)849-6097
356378, DD/BR, James Cain, 37-76 Junction Blvd , Corona, NY, (718)397-5770
356450, DD/BR, Srinivasa Rao Tummalapenta, 147 E 116th Street , New York, NY, (646)597-9456
356490, DD/BR, Rodolfo Valencia, 61-12 Roosevelt Ave , Woodside, NY, (718)205-7105
357252, DD/BR, Srinivasa Rao Tummalapenta, 513 E 138th St , Bronx, NY, (718)255-7530
357292, DD/BR, Rafiq Majeed, 453 Mother Gaston Blvd , Brooklyn, NY, (718)498-0178
360679, DD/BR, Shaun Cain, 95-56 Queens Blvd , Rego Park, NY, (718)459-1872
361816, DD/BR, Konstantino Skrivanos, 506 Clarkson Ave , Brooklyn, NY, (718)804-0635

Ohio
302106, DD/BR, Shashikala Thakker, 27 N Springboro Pike , Dayton, OH, (937)439-1944
302277, DD/BR, Tushar Patel, 2255 E Dublin Granville Rd , Columbus, OH, (614)392-1294
302387, DD/BR, Dhrumilkumar Patel, 17801 Bagley Rd , Middleburg Heights, OH, (440)243-8787
304946, DD/BR, Jayesh Patel, 26963 Lorain Rd , North Olmsted, OH, (440)734-2272
306594, DD/BR, Ghassan Azzi, 4740 Ridge Rd , Brooklyn, OH, (216)741-4438
336364, DD/BR, SISSON QUALITY FOODS, LLC, 5494 Leavitt Rd , Lorain, OH, (440)282-4440
336756, DD/BR, SISSON QUALITY FOODS, LLC, 16204 Lorain Ave , Cleveland, OH, (216)812-3865
338084, DD/BR, Shailesh Patel, 35535 Euclid Ave , Willoughby, OH, (440)953-4402
338519, DD/BR, James Damicone, 9168 State Route 14 , Streetsboro, OH, (330)422-1155
340548, DD/BR, Gayatriben Adya, 4959 Richmond Rd , Warrensville Heights, OH, (216)292-0455
341152, DD/BR, Amrutlal Patel, 1111 N Hamilton Rd , Gahanna, OH, (614)337-0750
341899, DD/BR, Steve Guzman, 1150 S Broadway , Geneva, OH, (440)466-1847
342094, DD/BR, Jayesh Patel, 255 Richmond St , Painesville, OH, (440)354-7117

455
342373, DD/BR, OHIO DONUTS LLC, 6641 Dixie Hwy , Fairfield, OH, (513)874-4756
342449, DD/BR, Steve Guzman, 310 Tallmadge Rd , Cuyahoga Falls, OH, (330)929-2051
342521, DD/BR, Tapan Patel, 2080 Snow Rd , Parma, OH, (216)398-2455
343184, DD/BR, Ghassan Azzi, 4233 Mayfield Rd , South Euclid, OH, (216)382-5937
344417, DD/BR, Michael Rielly, 435 E Martin Luther King Dr , Cincinnati, OH, (513)281-3700
352878, DD/BR, Tushar Patel, 2060 N High St , Columbus, OH, (614)826-2343
354521, DD/BR, Sarvish Arora, 1812 Cleveland Rd , Wooster, OH, (330)601-0688
355318, DD/BR, Manish Walia, 751 N Cable Rd , Lima, OH, (567)289-9125
355748, DD/BR, Timothy O'Hara, 114 Glover Dr , Mount Orab, OH, (937)444-7076

Oklahoma
355991, DD/BR, Misha Goli, 630 SW 4th St , Moore, OK, (405)735-8744
356488, DD/BR, Misha Goli, 2301 S Douglas Blvd Ste 145, Midwest City, OK, (405)582-2271

Pennsylvania
303596, DD/BR, Danny Costa, 1121 Lincoln Hwy , North Versailles, PA, (412)823-0301
303682, DD/BR, Annette Miller, 134 N Mill St , New Castle, PA, (724)652-2979
310348, DD/BR, Manoj Patel, 653 E Broad St , Souderton, PA, (215)799-0199
331199, DD/BR, Kishor Dalsania, 3219 Hamilton Blvd , Allentown, PA, (610)770-9466
332941, DD/BR, Deepak Shah, 9834 Bustleton Ave , Philadelphia, PA, (215)676-0700
337322, DD/BR, Vincent Sciandra, 1181 Texas Palmyra Highway Honesdale Mall, Honesdale, PA, (570)253-8480
338038, DD/BR, Saul Levitt, 1015 Mt. Rose Ave , YORK, PA, (717)848-3999
338594, DD/BR, Sanjay Gupta, 7104 Ridge Ave Near Ivy Ridge Shopping Ctr, Philadelphia, PA, (215)508-3810
338972, DD/BR, Ramabhai Patel, 230 S Easton Rd , Glenside, PA, (215)887-3580
338973, DD/BR, Joseph Young, 800 Bustleton Pke , Richboro, PA, (215)357-1114
339616, DD/BR, Mital Rao, 1630 E Wadsworth Ave , Philadelphia, PA, (267)331-6526
339782, DD/BR, Nayantara Dalsania, 1870 Catasauqua Rd , Allentown, PA, (610)264-2890
340453, DD/BR, Ramabhai Patel, 366 W. Main St , Leola, PA, (717)656-8040
340811, DD/BR, Mark Pesce, 3132 Pleasant Valley Blvd Rt. 220, Altoona, PA, (814)944-5242
340911, DD/BR, Ashwin Patel, 2055 N Reading Rd , Denver, PA, (717)336-2332
341305, DD/BR, Arun Mandi, 1 Cheltenham Drive , Wyomissing, PA, (610)927-9960
342206, DD/BR, Nileshkuma Parikh, 745 W. Cypress St. , Kennett Square, PA, (610)925-3552
342226, DD/BR, Jignesh Pandya, 30 Richboro Newtown Rd Newtown Depot Shopping Center, Newtown, PA, (215)968-8630
342522, DD/BR, Ashwin Patel, 2199 Cumberland St , Lebanon, PA, (717)272-1122
342770, DD/BR, Eric May, 1318 Wyoming Ave , Kingston, PA, (570)714-4449
343037, DD/BR, Shirish Patel, 1 S Chester Rd , Swarthmore, PA, (484)472-8891
343079, DD/BR, Edward Meltzer, 376 W Uwchlan Rte 113, Downingtown, PA, (610)269-8601
343208, DD/BR, Michael Casari, 4342 Linglestown Rd , Harrisburg, PA, (717)909-1222
343729, DD/BR, Saul Levitt, 2175 S Queen St , York, PA, (717)741-0088
345051, DD/BR, Saul Levitt, 3103 Cape Horn Rd , Red Lion, PA, (717)246-2666
349437, DD/BR, Nicholas Scott, 654 Millcreek Mall Unit 570 , Erie, PA, (814)866-1121
352894, DD/BR, Mital Rao, 110 E Street Rd , Feasterville Trevose, PA, (215)357-3186
353710, DD/BR, Mayur Patel, 12 Greenfield Ave , Ardmore, PA, (610)649-3684

South Carolina
302068, DD/BR, Harinder Singh, 1525 Broad River Rd , Columbia, SC, (803)798-6630
336908, DD/BR, Michael Belsante, 1932 Springsteen Rd , Rock Hill, SC, (803)325-2305
338546, DD/BR, Moshe Aroch, 301 S. Kings Hwy , Myrtle Beach, SC, (843)916-1155
338554, DD/BR, Moshe Aroch, 593 Highway 90 E , Little River, SC, (843)280-7530
340400, DD/BR, Moshe Aroch, 2901 S. Highway 17 , Murrells Inlet, SC, (843)357-8411
340618, DD/BR, Greylock Management USA LLC, 4883-A Highway 501 , Myrtle Beach, SC, (843)236-8816
340729, DD/BR, Greylock Management USA LLC, 8709 U.S. Hwy 17 , Surfside Beach, SC, (843)215-8124
341236, DD/BR, Michael Belsante, 2677 Celanese Rd , Rock Hill, SC, (803)980-3865
343569, DD/BR, Moshe Aroch, 7600 N. Kings Hwy , Myrtle Beach, SC, (843)449-9383
345850, DD/BR, David Knight, 5009 Lake Vista Dr , Fort Mill, SC, (803)802-7322
349446, DD/BR, Charles Hartz, 1909B Whiskey Rd , Aiken, SC, (803)641-9588
350258, DD/BR, George Ross, 8507 Dorchester Rd , North Charleston, SC, (843)628-0778
350890, DD/BR, George Ross, 8374 Charlotte Hwy Suite 100, Indian Land, SC, (803)802-3020
351124, DD/BR, Branded Works, Inc., 2000 GSP Dr Greenville-Spartanburg International Airport, Greer, SC, (864)655-5362
353079, DD/BR, Moshe Aroch, 4282 River Oaks Dr Suite A, Myrtle Beach, SC, (843)796-2084

Tennessee
343536, DD/BR, Steven Catalano, 9100A Carothers Pkwy Ste 101, Franklin, TN, (615)778-0099
345184, DD/BR, Steven Catalano, 14835 Lebanon Rd Coolview Commons, Old Hickory, TN, (615)758-2189

456
345186, DD/BR, Steven Catalano, 5205 Old Hickory Blvd Suite110 Hermitage Commons, Hermitage, TN, (615)885-7764
345354, DD/BR, Steven Catalano, 1545 Nashville Pike Suite 101, Gallatin, TN, (615)230-0050
350299, DD/BR, Memphis Donuts LLC, 5150 Poplar Ave , Memphis, TN, (901)766-9903
350728, DD/BR, Steven Catalano, 2098 Wall St , Spring Hill, TN, (615)302-3579
356411, DD/BR, Steven Catalano, 1041 Sgt Asbury Hawn Way , Smyrna, TN, (615)459-3004

Texas
306422, DD/BR, Subrata Banerjea, 2001 Coit Rd Suite 321, Plano, TX, (972)985-9994
331574, DD/BR, Champak Patel, 7510 Highway 6 N , Houston, TX, (281)463-0966
339677, DD/BR, Rejina Chatterjee, 1008 W Hebron Pkwy , Carrollton, TX, (972)395-7758
346510, DD/BR, Anju Management Texas, LLC, 9629 White Settlement Rd , Fort Worth, TX, (817)367-6500
349238, DD/BR, Christopher Pappas, 7800 Airport Blvd Houston Hobby Airport, Houston, TX, (713)640-8601
349738, DD/BR, Michael Karsch, 1851 S Lakeline Blvd , Cedar Park, TX, (512)382-5658
350093, DD/BR, Anju Management Texas, LLC, 650 Uptown Blvd , Cedar Hill, TX, (972)291-5035
350823, DD/BR, QBD Manager LLC, 5695 Colleyville Blvd , Colleyville, TX, (682)223-1463
351153, DD/BR, Michelle Dukler, 3200 E Airfield Dr DFW International Airport Term B Gate 43 Area, Dallas, TX, (972)574-4616
351331, DD/BR, Michael Kaminski, 4130 Fairmont Pkwy , Pasadena, TX, (281)487-0694
351500, DD/BR, AFCO BAKERIES, LLC, 5105 Walzem Rd , Windcrest, TX, (210)657-9000
351716, DD/BR, Shyam Patel, 6127 FM 2920 Rd , Spring, TX, (832)639-8820
351869, DD/BR, Cosmo Parisi, 3061 N Fry Rd , Katy, TX, (281)712-8054
351952, DD/BR, Cosmo Parisi, 7017 Barker Cypress Rd , Cypress, TX, (281)712-8054
351985, DD/BR, Asif Rajabali, 9230 Potranco Rd , San Antonio, TX, (210)451-0929
352053, DD/BR, Michael Kaminski, 2340 Marina Bay Dr , League City, TX, (281)332-1839
352196, DD/BR, Michael Kaminski, 10840 Scarsdale Blvd , Houston, TX, (281)481-1929
352267, DD/BR, QBD Manager LLC, 2101 Lakeview Pkwy Ste 100, Rowlett, TX, (972)412-7009
352483, DD/BR, Dale Mulvey, 20371 Interstate Highway 35 , Kyle, TX, (512)268-1200
352495, DD/BR, Anju Management Texas, LLC, 735 SW Wilshire Blvd , Burleson, TX, (817)295-5207
352496, DD/BR, QBD Manager LLC, 14841 Coit Rd , Dallas, TX, (972)788-8120
352510, DD/BR, Justin Sharbutt, 7723 Milwaukee Ave , Lubbock, TX, (806)589-0196
352573, DD/BR, Justin Sharbutt, 7901 University Ave , Lubbock, TX, (806)686-1306
352584, DD/BR, Hitesh Patel, 116 S Custer Rd , McKinney, TX, (972)347-6164
352712, DD/BR, Dipak Patel, 800 N Loop 336 W , Conroe, TX, (936)828-3939
353252, DD/BR, Hiren Patel, 1400 W Southwest Loop 323 Suite 120, Tyler, TX, (903)630-7005
353319, DD/BR, Dale Mulvey, 551 TX Hwy 71 , Bastrop, TX, (512)985-5347
353432, DD/BR, PSP Franchising, LLC, 18235 Bulverde Rd Ste 102, San Antonio, TX, (210)530-8342
353755, DD/BR, Cosmo Parisi, 5521 Highway 6 N , Houston, TX, (281)387-6464
353796, DD/BR, Sherif Emera, 5101 Bingle Rd Suite 100, Houston, TX, (281)414-3785
353933, DD/BR, QBD Manager LLC, 711 S Industrial Blvd Suite 120, Euless, TX, (817)685-1011
354018, DD/BR, Justin Sharbutt, 2823 Western Ave , Amarillo, TX, (806)553-2274
354388, DD/BR, Anju Management Texas, LLC, 902 S Main St , Weatherford, TX, (817)598-0039
354395, DD/BR, Dale Mulvey, 1610 E Parmer Lane , Austin, TX, (512)528-5109
354645, DD/BR, Jeffrey Phillips, 403 San Pedro Avenue , San Antonio, TX, (210)9883333
354668, DD/BR, PSP Franchising, LLC, 23503 Hardy Oak Blvd Suite 101, San Antonio, TX, (210)481-9229
354801, DD/BR, Justin Sharbutt, 4328 50th St , Lubbock, TX, (806)686-0825
354857, DD/BR, Hiren Patel, 2801 North St , Nacogdoches, TX, (936)305-5123
355010, DD/BR, AFCO BAKERIES, LLC, 8250 FM 78 , Converse, TX, (210)272-0787
355149, DD/BR, Hiren Patel, 4405 Highway 42 N , Kilgore, TX, (903)345-6050
355348, DD/BR, Shyam Patel, 3085 College Park Dr Suite A, Conroe, TX, (936)242-1421
355399, DD/BR, Shahbaz Raza, 36311 Interstate 10 W Stuckey's Travel Plaza, Winnie, TX, N/A
355498, DD/BR, Justin Sharbutt, 4411 Soncy Ave , Amarillo, TX, (806)731-8616
355856, DD/BR, Dipak Patel, 6392 Phelan Blvd , Beaumont, TX, (409)860-9262
355895, DD/BR, Dale Mulvey, 2402 Guadalupe St , Austin, TX, N/A
356586, DD/BR, Hiren Patel, 2203 Spring Stuebner Rd , Spring, TX, (281)528-0801
356744, DD/BR, Justin Sharbutt, 11435 Quaker Ave , Lubbock, TX, (806)416-5652
356895, DD/BR, Moiz Kurani, 4519 Kemp Blvd , Wichita Falls, TX, (940)386-3716
357149, DD/BR, Hiren Patel, 112 S Main St , Lumberton, TX, (409)227-4772
357285, DD/BR, Michelle Dukler, 3200 Terminal C East Airfield Drive Gate 17 Area, Dallas, TX, (972)973-4786

Virginia
301767, DD/BR, Andy Cabral, 18021 Main St , Dumfries, VA, (703)441-1837
303740, DD/BR, Pravina Bhalani, 305 Garrisonville Rd Ste 102, Stafford, VA, (540)659-4223
304706, DD/BR, Andy Cabral, 13607 Jefferson Davis Hwy , Woodbridge, VA, (703)491-8089
306326, DD/BR, Howard Simon, 3900 Holland Rd , Virginia Beach, VA, (757)463-1748
306659, DD/BR, Howard Simon, 1435 Battlefield Blvd N , Chesapeake, VA, (757)436-2285

457
307070, DD/BR, Gregory Nigro, 5026 George Washington Mem Hwy , Grafton, VA, (757)890-0906
307670, DD/BR, Suresh Patel, 521J E. Market St , Leesburg, VA, (703)777-2694
330215, DD/BR, Kenneth Rice, 345 W Reservoir Rd , Woodstock, VA, (540)459-5800
331607, DD/BR, Kenneth Rice, 303 W Boscawen St , Winchester, VA, (540)662-7622
331809, DD/BR, Konstantino Skrivanos, 3100 Columbia Pike , Arlington, VA, (703)271-1004
335717, DD/BR, Konstantino Skrivanos, 3325 Jefferson Davis Hwy , Alexandria, VA, (703)548-2413
335797, DD/BR, C.J. Donut Operating, LLC, 47010 Community Plz Suite 180, Sterling, VA, (703)433-9000
335956, DD/BR, Konstantino Skrivanos, 5701 Columbia Pike , Falls Church, VA, (571)481-4239
337642, DD/BR, Robert Claytor, 1462 N Frederick Pike , Winchester, VA, (540)722-3800
340310, DD/BR, Russell Perry, 5113 Oaklawn Blvd , Hopewell, VA, (804)458-9876
340875, DD/BR, Atul Patel, 1028 Richmond Ave , Staunton, VA, (540)885-5147
340884, DD/BR, Starla Taylor, 13847 Hull Street Rd , Midlothian, VA, (804)639-2330
341252, DD/BR, C.J. Donut Operating, LLC, 42876 Truro Parish Dr , Ashburn, VA, (703)723-0350
341409, DD/BR, Jerome Johnson, 13585 Minnieville Rd , Woodbridge, VA, (703)590-3544
341545, DD/BR, Ali Assayesh, 2201 Old Bridge Rd Tackett's Mill Shopping Ctr, Lake Ridge, VA, (703)490-5035
342341, DD/BR, Konstantino Skrivanos, 3520 Lee Hwy , Arlington, VA, (703)294-4023
343294, DD/BR, Ali Assayesh, 1500 Belle View Blvd Fairfax County, Alexandria, VA, (703)778-1135
343316, DD/BR, Robert Claytor, 760 Warrior Dr , Stephens City, VA, (540)868-9692
343403, DD/BR, Krunal Patel, 2229 Plank Rd Rte 3 Village Center, Fredericksburg, VA, (540)899-2007
343544, DD/BR, Wael Kioumji, 8119 Watson St , McLean, VA, (703)226-3656
343718, DD/BR, Heera Simon, 1100 Cedar Rd , Chesapeake, VA, (757)548-2440
344087, DD/BR, Frank Hennessey, 8525 Rolling Rd , Manassas, VA, (703)330-4411
344265, DD/BR, E & C Enterprises, Incorporated, 6451 Edsall Rd , Alexandria, VA, (703)256-4534
344306, DD/BR, Harold Dixon, 9685 Liberia Ave Evergreen Terrace, Manassas, VA, (571)229-9590
348237, DD/BR, Kenneth Rice, 8153 John Mosby Hwy , Boyce, VA, (540)837-9080
350935, DD/BR, Gregory Nigro, 11 S Nansemond St , Richmond, VA, (804)367-3064
352073, DD/BR, Andy Cabral, 7421 Sudley Rd , Manassas, VA, (703)331-3002
353496, DD/BR, Andy Cabral, 12701 Shoppes Ln , Fairfax, VA, (703)818-7480
353725, DD/BR, William Lacey, 1 Champion Circle Liberty University, Lynchburg, VA, (434)592-4745
354082, DD/BR, Krunal Patel, 5101 Jefferson Davis Hwy , Fredericksburg, VA, (540)693-1305
354632, DD/BR, Andy Cabral, 7797 Centreville Rd , Manassas, VA, (703)331-0160
355814, DD/BR, Krunal Patel, 5231 James Madison Parkway , King George, VA, (540)413-1404
357066, DD/BR, Alpa Patel, 1046 US Highway 211 W , Luray, VA, (540)860-5648
357203, DD/BR, Konstantino Skrivanos, 3009 N Clarendon Blvd , Arlington, VA, (571)312-7752

Wisconsin
341519, DD/BR, Sanjay Patel, 6026 Washington Ave , Racine, WI, (262)884-0404
342377, DD/BR, Scott Rhyan, 1905 Center Ave , Janesville, WI, (608)758-9937
347346, DD/BR, Scott Rhyan, 11180 Goede Rd , Edgerton, WI, (608)884-0333

West Virginia
342994, DD/BR, Himanshu Patel, 33 W. Virginia Way Suite 1 Potomac Marketplace - Bldg. #5, Ranson, WV, (304)724-7030
354117, DD/BR, Prakashchandra Shah, 42 Vantage View Dr , Falling Waters, WV, (304)274-6187

List of Current Dunkin’ Donuts/Baskin-Robbins Combo Area Developers:

SDA PC#, DMA, Franchisee Name, Franchisee City, State, Phone (if available)

349938, 539-Tampa/Sarasota, FL, Timothy E. Cloe, Winter Park, FL, (508)989-3497


350703, 641-San Antonio, TX, Rishad Rajabali, San Antonio, TX, (210)219-4488
351051, 618-Houston, TX, Michael D. Kaminski, Gaithersburg, MD, (202)672-5490
351382, 641-San Antonio, TX, Aldo J. Ferrera, San Antonio, TX, (561)702-8291
351405, 635-Austin, TX, Michael Adam Karsch, New York, NY, (212)507-9780
351846, 510-Cleveland, OH, Ramesh C. Arora, Wooster, OH, (330)262-5277
352316, 641-San Antonio, TX, Jeffrey Phillips, Austin, TX, (512)971-4700
352317, 600-Corpus Christi, TX, Ted W. Morton, Murray, UT, (801)268-3400
352628, 602-Chicago, IL, Sanjeev Khatau, Naperville, IL, (630)544-0192
352879, 825-San Diego, CA, Michael R. Stone, La Jolla, CA, (775)813-0177
353766, 524-Atlanta, GA, Ahmed Amirali, Lawrenceville, GA, (678)407-8256
354072, 511-Washington, DC, Alpa Patel, Swedesboro, NJ, (856)769-8400
354091, 804-Palm Springs, CA, Nachhattar Chandi, Indio, CA, (760)578-3312
354147, 507-Savannah, GA, Bipin Changela, Marietta, GA, (404)483-1769
354715, 790-Albuquerque, NM, Amin Habib, Oakbrook Terrace, IL, (630)461-4712

458
355081, 511-Washington, DC, Arvindbhai B. Patel, Claymont, DE, (302)528-3951
355254, 558-Lima, OH, Ramesh C. Arora, Wooster, OH, (330)262-7285
355285, 511-Washington, DC, Sachin Shah, Hasbrouck Heights, NJ, (201)926-7105
355396, 511-Washington, DC, Maria Isabel Icaza, California, MD, (301)475-6789
355455, 511-Washington, DC, Hemant H. Bhalani, Stafford, VA, (540)846-6588
355528, 511-Washington, DC, Jesse V. Luis, Silver Spring, MD, (240)476-5649
355939, 524-Atlanta, GA, Sandip M. Patel, Stockbridge, GA, (678)858-1183
356141, 524-Atlanta, GA, Chin Hsieh, Douglasville, GA, (678)231-2766
356344, 623-Dallas, TX, Henry C. Huth, Stamford, CT, (203)536-4527
356404, 717-Quncy/Hannibal, MO, Amanuel A. Hagos, Plano, IL, (630)926-6982
356692, 511-Washington, DC, Wael Kioumji, Swedesboro, NJ, (201)314-2299
357051, 511-Washington, DC, Gaurang Patel, Reisterstown, MD, (443)846-4822
357300, 511-Washington, DC, Kenneth L. Rice, Winchester, VA, N/A
357346, 503-Macon, GA, Hardik R. Patel, Suwanee, GA, (678)697-1442
357421, 643-Lake Charles, LA, Gul Awan, Lake Charles, LA, (337)990-5605
357429, 625-Waco, TX, John W. Nelson, Waco, TX, (512)560-1024
357432, 625-Waco, TX, John W. Nelson, Waco, TX, (512)560-1024
357433, 612-Shreveport, LA, Muhammad Alam, Little Rock, AR, (501)821-4132
357434, 692-Beaumont/Port Arthur, TX, Hiren Patel, Paramus, NJ, (973)342-1421
357446, 649-Evansville, IN, Nita S. Patel, Owensboro, KY, (270)485-2320
357567, 613-Minneapolis, MN, Elias B. Saman, Burnsville, MN, (612)490-7254
357645, 566-Harrisburg, PA, Panesh J. Patel, Hershey, PA, (717)600-5789
357654, 618-Houston, TX, Hiren Patel, Paramus, NJ, (973)342-1421
357655, 623-Dallas, TX, Hiren Patel, Paramus, NJ, (973)342-1421
357660, 651-Lubbock, TX, SHARBUTT INC., Lubbock, TX, (806)438-7707
357705, 623-Dallas, TX, Hussain Ali Lalani, Colleyville, TX, (817)565-9645
357706, Wichita-Hutchinson, TX, Hussain Ali Lalani, Colleyville, TX, (817)565-9645
357737, 803-Los Angeles, CA, Daniel A. Sonenshine, Santa Ana, CA, (714)868-7001
357745, 649-Evansville, IN, Kamlesh Patel, Schererville, IN, (219) 614-0665
357823, 691-Huntsville/Decatur, AL, Edward B. Robinson, Hampton Cove, AL, (908)722-7702
357863, 529-Louisville, KY, Hiren Patel, Paramus, NJ, (973)342-1421
357870, 868-Chico/Redding, CA, Christopher Bright, Newport Beach, CA, (949)278-5888
357925, 560-Raleigh/Durham, NC, Parimal G. Patel, Fayetteville, NC, (910)580-9738
357987, 623-Dallas, TX, Hitesh V. Patel, Midland, TX, (305)387-1226
349938, 539-Tampa/Sarasota, FL, Timothy E. Cloe, Winter Park, FL, (508)989-3497
350703, 641-San Antonio, TX, Rishad Rajabali, San Antonio, TX, (210)219-4488
351051, 618-Houston, TX, Michael D. Kaminski, Gaithersburg, MD, (202)672-5490
351382, 641-San Antonio, TX, Aldo J. Ferrera, San Antonio, TX, (561)702-8291
351405, 635-Austin, TX, Michael Adam Karsch, New York, NY, (212)507-9780
351846, 510-Cleveland, OH, Ramesh C. Arora, Wooster, OH, (330)262-5277
352316, 641-San Antonio, TX, Jeffrey Phillips, Austin, TX, (512)971-4700
352317, 600-Corpus Christi, TX, Ted W. Morton, Murray, UT, (801)268-3400
352628, 602-Chicago, IL, Sanjeev Khatau, Naperville, IL, (630)544-0192
352879, 825-San Diego, CA, Michael R. Stone, La Jolla, CA, (775)813-0177
353766, 524-Atlanta, GA, Ahmed Amirali, Lawrenceville, GA, (678)407-8256
354072, 511-Washington, DC, Alpa Patel, Swedesboro, NJ, (856)769-8400
354091, 804-Palm Springs, CA, Nachhattar Chandi, Indio, CA, (760)578-3312
354147, 507-Savannah, GA, Bipin Changela, Marietta, GA, (404)483-1769
354715, 790-Albuquerque, NM, Amin Habib, Oakbrook Terrace, IL, (630)461-4712
355081, 511-Washington, DC, Arvindbhai B. Patel, Claymont, DE, (302)528-3951
355254, 558-Lima, OH, Ramesh C. Arora, Wooster, OH, (330)262-7285
355285, 511-Washington, DC, Sachin Shah, Hasbrouck Heights, NJ, (201)926-7105
355396, 511-Washington, DC, Maria Isabel Icaza, California, MD, (301)475-6789
355455, 511-Washington, DC, Hemant H. Bhalani, Stafford, VA, (540)846-6588
355528, 511-Washington, DC, Jesse V. Luis, Silver Spring, MD, (240)476-5649
355939, 524-Atlanta, GA, Sandip M. Patel, Stockbridge, GA, (678)858-1183
356141, 524-Atlanta, GA, Chin Hsieh, Douglasville, GA, (678)231-2766
356344, 623-Dallas, TX, Henry C. Huth, Stamford, CT, (203)536-4527
356404, 717-Quncy/Hannibal, MO, Amanuel A. Hagos, Plano, IL, (630)926-6982
356692, 511-Washington, DC, Wael Kioumji, Swedesboro, NJ, (201)314-2299
357051, 511-Washington, DC, Gaurang Patel, Reisterstown, MD, (443)846-4822
357300, 511-Washington, DC, Kenneth L. Rice, Winchester, VA, N/A
357346, 503-Macon, GA, Hardik R. Patel, Suwanee, GA, (678)697-1442
357421, 643-Lake Charles, LA, Gul Awan, Lake Charles, LA, (337)990-5605

459
357429, 625-Waco, TX, John W. Nelson, Waco, TX, (512)560-1024
357432, 625-Waco, TX, John W. Nelson, Waco, TX, (512)560-1024
357433, 612-Shreveport, LA, Muhammad Alam, Little Rock, AR, (501)821-4132
357434, 692-Beaumont/Port Arthur, TX, Hiren Patel, Paramus, NJ, (973)342-1421
357446, 649-Evansville, IN, Nita S. Patel, Owensboro, KY, (270)485-2320
357567, 613-Minneapolis, MN, Elias B. Saman, Burnsville, MN, (612)490-7254
357645, 566-Harrisburg, PA, Panesh J. Patel, Hershey, PA, (717)600-5789
357654, 618-Houston, TX, Hiren Patel, Paramus, NJ, (973)362-1421
357655, 623-Dallas, TX, Hiren Patel, Paramus, NJ, (973)342-1421
357660, 651-Lubbock, TX, SHARBUTT INC., Lubbock, TX, (806)438-7707
357705, 623-Dallas, TX, Hussain Ali Lalani, Colleyville, TX, (817)565-9645
357706, Wichita-Hutchinson, TX, Hussain Ali Lalani, Colleyville, TX, (817)565-9645
357737, 803-Los Angeles, CA, Daniel A. Sonenshine, Santa Ana, CA, (714)868-7001
357745, 649-Evansville, IN, Kamlesh Patel, Schererville, IN, (219)614-0665
357823, 691-Huntsville/Decatur, AL, Edward B. Robinson, Hampton Cove, AL, (908)722-7702
357863, 529-Louisville, KY, Hiren Patel, Paramus, NJ, (973)342-1421
357870, 868-Chico/Redding, CA, Christopher Bright, Newport Beach, CA, (949)278-5888
357925, 560-Raleigh/Durham, NC, Parimal G. Patel, Fayetteville, NC, (910)580-9738
357987, 623-Dallas, TX, Hitesh V. Patel, Midland, TX, (305)387-1226

460
DUNKIN’ DONUTS/BASKIN-ROBBINS COMBOS
January 1, 2017 to December 30, 2017 (Fiscal 2017)
Franchisees Who Sold Their Restaurants, or are Otherwise
No Longer in Business at the Indicated Location*
Dunkin’ Donuts and Baskin-Robbins are required to provide franchise candidates with the following list of "former"
franchisees. To be listed, a franchisee, at one of his/her Restaurants, must have been involved in a transaction falling into
one of the categories listed below. While some of the listed franchisees may have been terminated for violations of their
franchise agreements or left the System because of poor operating results, THIS IS NOT A LIST OF FRANCHISEES
WHOSE BUSINESSES HAVE FAILED.
Most of the former franchisees on the list sold one or more Restaurants. When this occurs, we usually assign or terminate
their franchise agreement and add the sellers to this list. A number of the "former" franchisees may be currently operating
other Restaurants. The vast majority of listed Restaurants are still operating.
To better understand the transactions from which the following list was generated, please refer to the franchisee statistical
information section of this Disclosure Document.
*Definition required by the Federal Trade Commission: A list of every franchisees who had an outlet terminated,
cancelled, not renewed, or otherwise ceased to do business under the franchise agreement during our most recently
completed fiscal year or who has not communicated with us within 10 weeks of the issuance date of this Disclosure
Document.
If you buy this franchise, your contact information may be disclosed to other buyers when you leave the franchise system.

Note: The list of Dunkin’ Donuts/Baskin-Robbins Combo franchisees who have left the system in the last fiscal year is
divided alphabetically by Restaurant state location.
Restaurant Number, Restaurant City & State, Former Franchisee’s Name, City, State, Phone and/or Email Address
ARIZONA
341529, SCOTTSDALE, AZ, SWN LLC, NEW YORK, NY, (973) 464-4419, MNAFASH@GMAIL.COM

ARKANSAS
350982, CONWAY, AR, MAUNISH SHAH, MAUMELLE, AR, (501) 766-9090, MAUNISHSHAH@AOL.COM
351733, NORTH LITTLE ROCK, AR, JIGNA PATEL, LITTLE ROCK, AR, (501) 240-6554, JIGNA.SUBWAY@YAHOO.COM

CONECTICUT
300787, NEW FAIRFIELD, CT, EDUARDO BATISTA, NEW FAIRFIELD, CT, NOT AVAILABLE, EWBATISTA@YAHOO.COM

FLORIDA
300243, LAKE PARK, FL, CFI MANAGEMENT LLC, METHUEN, MA, (978) 685-7598, MCAFUA@CAFUAMANAGEMENT.COM
308673, WINTER PARK, FL, CARLOS ANDRADE, SHARON, MA, (781) 710-7202, ANDRADE50@AOL.COM
332495, ORLANDO, FL, MAC ORLANDO HOLDINGS, LLC, ORLANDO, FL, (781) 710-7202, ANDRADE50@AOL.COM
338037, WINTER PARK, FL, MAC ORLANDO HOLDINGS, LLC, ORLANDO, FL, (781) 710-7202, ANDRADE50@AOL.COM
338646, SANFORD, FL, MAC ORLANDO HOLDINGS, LLC, ORLANDO, FL, (781) 710-7202, ANDRADE50@AOL.COM
338993, ORLANDO, FL, PRASHANTHI REDDY, WINDERMERE, FL, (321) 287-8645, PRASHANTHI_REDDY@HOTMAIL.COM
339944, OCALA, FL, BHAVEN, LLC, CANTON, MA, NOT AVAILABLE
340933, DUNNELLON, FL, PRINISH, INC., CANTON, MA, NOT AVAILABLE
340960, BOYNTON BEACH, FL, AMISH PATEL, WEST PALM BEACH, FL, (561) 281-7624, AMISHPATEL@DUNKINNETWORK.COM
350068, KEY WEST, FL, SURFSIDE COFFEE COMPANY LLC, MIAMI, FL, (202) 390-4961, CHRIS.MELLGREN@SURFSIDECOFFEECO.COM

ILLINOIS
300542, CHICAGO, IL, AMIR ALI KHOJA, CHICAGO, IL, NOT AVAILABLE, AMIRALIHKHOJA@GMAIL.COM
301479, MUNDELEIN, IL, AZIZ NATHANI, GLENVIEW, IL, (773) 719-4197, AZIZ.NATHANI@NEMNETWORK.COM
301626, CHICAGO, IL, KARIM KHOJA, GLENVIEW, IL, (847) 791-0572, KARIM.KHOJA@DDNMG.COM
302945, WAUKEGAN, IL, KARIM KHOJA, GLENVIEW, IL, (847) 791-0572, KARIM.KHOJA@DDNMG.COM
304536, BELLWOOD, IL, KARIM KHOJA, GLENVIEW, IL, (847) 791-0572, KARIM.KHOJA@DDNMG.COM
306048, HIGHLAND PARK, IL, AZIZ NATHANI, GLENVIEW, IL, (773) 719-4197, AZIZ.NATHANI@NEMNETWORK.COM

461
306437, VERNON HILLS, IL, AZIZ NATHANI, GLENVIEW, IL, (773) 719-4197, AZIZ.NATHANI@NEMNETWORK.COM
306690, NORTH CHICAGO, IL, KARIM KHOJA, GLENVIEW, IL, (847) 791-0572, KARIM.KHOJA@DDNMG.COM
331816, CHICAGO, IL, KARIM KHOJA, GLENVIEW, IL, (847) 791-0572, KARIM.KHOJA@DDNMG.COM
336980, DEERFIELD, IL, AZIZ NATHANI, GLENVIEW, IL, (773) 719-4197, AZIZ.NATHANI@NEMNETWORK.COM
337106, GURNEE, IL, AZIZ NATHANI, GLENVIEW, IL, (773) 719-4197, AZIZ.NATHANI@NEMNETWORK.COM
337556, ZION, IL, AZIZ NATHANI, GLENVIEW, IL, (773) 719-4197, AZIZ.NATHANI@NEMNETWORK.COM
337732, MOUNT PROSPECT, IL, KARIM KHOJA, GLENVIEW, IL, (847) 791-0572, KARIM.KHOJA@DDNMG.COM
341285, CHICAGO, IL, KARIM KHOJA, GLENVIEW, IL, (847) 791-0572, KARIM.KHOJA@DDNMG.COM
341432, MUNDELEIN, IL, AZIZ NATHANI, GLENVIEW, IL, (773) 719-4197, AZIZ.NATHANI@NEMNETWORK.COM
345349, CHICAGO, IL, KARIM KHOJA, GLENVIEW, IL, (847) 791-0572, KARIM.KHOJA@DDNMG.COM
345719, CHICAGO, IL, KARIM KHOWAJA, CHICAGO, IL, (917) 539-8655, KARIM@THEKHOWAJA.ORG
345798, WAUKEGAN, IL, AZIZ NATHANI, GLENVIEW, IL, (773) 719-4197, AZIZ.NATHANI@NEMNETWORK.COM
347935, WAUKEGAN, IL, KARIM KHOJA, GLENVIEW, IL, (847) 791-0572, KARIM.KHOJA@DDNMG.COM
351290, DEKALB, IL, THOMAS THIEM, GILBERTS, IL, (847) 622-8957, TOM.THIEM@DDNMG.COM
352499, SAINT CHARLES, IL, THOMAS THIEM, GILBERTS, IL, (847) 622-8957, TOM.THIEM@DDNMG.COM
353588, SAINT CHARLES, IL, KARIM KHOJA, GLENVIEW, IL, (847) 791-0572, KARIM.KHOJA@DDNMG.COM

MARYLAND
302911, LAUREL, MD, KETAN BHALANI, BALTIMORE, MD, (301) 237-3721, KBHALANI@GMAIL.COM
310192, COLLEGE PARK, MD, CHETAN BHALANI, COLLEGE PARK, MD, NOT AVAILABLE, CBHALANI@HOTMAIL.COM
345177, FREDERICK, MD, BABUBHAI PATEL, HAGERSTOWN, MD, (732) 429-7006, PATEL.NIC@GMAIL.COM

MASSACHUSETTS
300580, EAST FREETOWN, MA, FRED LINCOLN, EAST FREETOWN, MA, NOT AVAILABLE, FFLINK52@MSN.COM
301771, BOSTON, MA, SEAN SULLIVAN, SCITUATE, MA, (617) 464-4001, SSULLIVAN@WATERMARKDONUT.COM
307460, RANDOLPH, MA, MARIA ZSAMBOK, NORTH EASTON, MA, (508) 588-9753, ZSAMBOK@COMCAST.NET
336455, SALEM, MA, ANTHIE JACKSON, SALEM, MA, NOT AVAILABLE, ANTHIEJ@MSN.COM
336802, NORTON, MA, FRED LINCOLN, NORTON, MA, NOT AVAILABLE, FFLINK52@MSN.COM
338796, REVERE, MA, SALVI COUTO, STONEHAM, MA, (781) 279-0290, SC@COUTOMANAGEMENT.COM

MICHIGAN
304009, NOVI, MI, AMIT PATEL, NAPERVILLE, IL, (630) 674-5912, AMIT60540@GMAIL.COM
336551, WIXOM, MI, DHIRU PATEL, FARMINGTON HILLS, MI, (248) 848-9923, DHIRUSPATEL@YAHOO.COM
337855, REDFORD, MI, PRADIPKUMAR PATEL, WESTLAND, MI, (248) 946-2284, PRADIPTDMS@YAHOO.COM
339503, SOUTHFIELD, MI, AMIT PATEL, NAPERVILLE, IL, (630) 674-5912, AMIT60540@GMAIL.COM
341073, REDFORD, MI, PRADIPKUMAR PATEL, WESTLAND, MI, (248) 946-2284, PRADIPTDMS@YAHOO.COM

NEW JERSEY
300428, AVENEL, NJ, ANTHONY D'AMORE, KENILWORTH, NJ, NOT AVAILABLE, ANTHONYDAMORE@ME.COM
302429, BAYVILLE, NJ, LUIS GARCIA, MANASQUAN, NJ, NOT AVAILABLE, LUISDGARCIA2@GMAIL.COM
302863, PLAINFIELD, NJ, KIRIT PATEL, WEST ORANGE, NJ, (973) 868-3886, KIRITPATELWO@MSN.COM
304480, HOBOKEN, NJ, DHAVAL PATEL, HOBOKEN, NJ, (201) 240-3944, DHAVEL11@YAHOO.COM
330104, PEMBERTON, NJ, BHARAT PATEL, PEMBERTON, NJ, NOT AVAILABLE, SWAMIKRUPA@GMAIL.COM
331777, CLIFFWOOD, NJ, DHARMESH SHAH, CLIFFWOOD, NJ, NOT AVAILABLE, DSHAH6472@HOTMAIL.COM
342153, FRANKLIN LAKES, NJ, HAAR HOLDING, L.L.C., WYCKOFF, NJ, (551) 265-3934, GARY.HAAR@VERIZON.NET
345144, PARAMUS, NJ, JIGISHA SHETH, FARMINGVILLE, NY, (631) 732-3268, JIGISHA_SHETH@HOTMAIL.COM
345596, WAYNE, NJ, JAMES FABRIS, WAYNE, NJ, NOT AVAILABLE, JIMFABRIS@AOL.COM

NEW YORK
302270, PORT JEFFERSON STATION, NY, ANIL SHAH, LEVITTOWN, NY, (646) 872-4159, KAJUJAY@AOL.COM
302627, COLLEGE POINT, NY, AMIT CHAUDHARI, OCEAN, NJ, (732) 693-5695, AC1115@GMAIL.COM
304255, ELMONT, NY, ALAN JABLON, ELMONT, NY, NOT AVAILABLE, AJAB@AOL.COM
304508, BROOKLYN, NY, CHAUDHRY AHMAD, BROOKLYN, NY, NOT AVAILABLE, FSASSOCIATESNY@GMAIL.COM
308552, PORT JEFFERSON, NY, ANIL SHAH, LEVITTOWN, NY, (646) 872-4159, KAJUJAY@AOL.COM
330144, WOODSIDE, NY, HAREN PARIKH, FORT LEE, NJ, (201) 314-6099, HAREN499@YAHOO.COM
338579, POUGHQUAG, NY, CFI MANAGEMENT LLC, METHUEN, MA, (978) 685-7598, MCAFUA@CAFUAMANAGEMENT.COM
338949, RONKONKOMA, NY, BERNARD BROPHY, RONKONKOMA, NY, (516) 658-9570, BGBROPHY3@HOTMAIL.COM
341639, MEDFORD, NY, BERNARD BROPHY, MEDFORD, NY, (516) 658-9570, BGBROPHY3@HOTMAIL.COM
342571, NEW YORK, NY, SRINIVASA RAO TUMMALAPENTA, WYCKOFF, NJ, (732) 406-2445, RAOTUMMALANY@GMAIL.COM
342961, CARLE PLACE, NY, LARRY MULLER, CARLE PLACE, NY, (917) 848-1397, LARRYNYC2@AOL.COM
347215, NEW YORK, NY, EAST SIDE DB II, LLC, NEW YORK, NY, (212) 609-3921, AGEVA@BHBHOLDINGS.COM

NORTH CAROLINA
342999, SALISBURY, NC, CHARLOTTE DELITES, LLC, INDIAN TRAIL, NC, (704) 681-3933, TWYCZAWSKI@CAROLINA.RR.COM

OHIO
302625, POLAND, OH, BRYAN STOLTE, POLAND, OH, (330) 717-3036, BSTOLTE1@ZOOMINTERNET.NET
340371, MENTOR, OH, BHAVESH PATEL, MENTOR, OH, (440) 339-4949, BHAV7563@GMAIL.COM
340982, MENTOR, OH, BHAVESH PATEL, MENTOR, OH, (440) 339-4949, BHAV7563@GMAIL.COM
342373, FAIRFIELD, OH, MICHAEL OUIMET, FAIRFIELD, OH, (860) 539-0479, MICHAEL.OUIMET@SBCGLOBAL.NET

462
TENNESSEE
343528, SMYRNA, TN, CHRISTOPHER SARGENT, N. SMITHFIELD, RI, (401) 769-3823, CHRIS.SARGENT@CATALANOCOMPANIES.COM
344754, GOODLETTSVILLE, TN, CHRISTOPHER SARGENT, N. SMITHFIELD, RI, (401) 769-3823, CHRIS.SARGENT@CATALANOCOMPANIES.COM
350299, MEMPHIS, TN, DANIA MANAGEMENT GROUP, INC., TAMARAC, FL, (305) 556-7848, KEN@DANIAMG.COM

TEXAS
345813, DALLAS, TX, DALLAS 2016 FRANCHISE INVESTMENT LLC, STAMFORD, CT, (203) 536-4527, HANK.HUTH@IOCOFFEE.COM
353346, GRANBURY, TX, AMIT PATEL, NORTH BERGEN, NJ, (201) 680-1353, AMIT@DIVINELLC.COM
354480, CLEBURNE, TX, AMIT CHAUDHARI, OCEAN, NJ, (732) 693-5695, AC1115@GMAIL.COM

VIRGINIA
301767, DUMFRIES, VA, JOSE ADRIAN CORIPUNA, MANASSAS, VA, (240) 381-2482, JOSE.ADRIAN@VIGARIOMGMT.COM
304706, WOODBRIDGE, VA, JOSE ADRIAN CORIPUNA, MANASSAS, VA, (240) 381-2482, JOSE.ADRIAN@VIGARIOMGMT.COM
330183, FRONT ROYAL, VA, RIEMAN ROYSTON, BOYCE, VA, (540) 837-1893, RROYSTON@HNFUNKHOUSER.COM

A list of franchisees who had a Restaurant terminated, cancelled, not renewed, or otherwise ceased to do business
under the franchise agreement for the period December 31, 2017 (first day of new Fiscal Year) to March 16, 2018.

Restaurant Number, Restaurant City & State, Former Franchisee’s Name, City, State, Phone and/or Email Address

ARKANSAS
350232, LITTLE ROCK, AR, PRECISION MANAGEMENT ADVISORS, INC., NEWARK, DE, (404) 900-8580, LENFALCONE@GMAIL.COM
351733, NORTH LITTLE ROCK, AR, JIGNA PATEL, LITTLE ROCK, AR, (501) 240-6554, JIGNA.SUBWAY@YAHOO.COM

FLORIDA
304593, N. MIAMI BEACH, FL, SURFSIDE COFFEE CO. LLC, MIAMI, FL, (202) 390-4961,CHRIS.MELLGREN@SURFSIDECOFFEECO.COM
304649, MIAMI, FL, SURFSIDE COFFEE COMPANY LLC, MIAMI, FL, (202) 390-4961, CHRIS.MELLGREN@SURFSIDECOFFEECO.COM
304919, HALLANDALE BEACH, FL, SURFSIDE COFFEE CO. LLC, MIAMI, FL, (202) 390-4961, CHRIS.MELLGREN@SURFSIDECOFFEECO.COM

ILLINOIS
349063, NEW LENOX, IL, ALI PANJWANI, CHICAGO, IL, (773) 610-0180, ALISPANJWANI@GMAIL.COM

NEVADA
310419, HENDERSON, NV, DARIUSZ MOGIELNICKI, LAS VEGAS, NV, (702) 501-4560, DARIUSZ4LOAN@YAHOO.COM

NEW JERSEY
338277, MANAHAWKIN, NJ, WILLIAM BORI, BASKING RIDGE, NJ, (908) 616-0529, WDONUT1@AOL.COM
348328, WYCKOFF, NJ, HAAR HOLDING, L.L.C., WYCKOFF, NJ, (551) 265-3934, GARY.HAAR@VERIZON.NET

NEW YORK
301660, BRENTWOOD, NY, VERA NICOLETTI, BRENTWOOD, NY, (631) 338-7082,

NORTH CAROLINA
306810, RALEIGH, NC, AHMAD AWALE, RALEIGH, NC, (904) 923-5129, AAWALE@AOL.COM

OHIO
340607, FAIRVIEW PARK, OH, BHAVESH PATEL, MENTOR, OH, (440) 339-4949, BHAV7563@GMAIL.COM

TENNESSEE
343528, SMYRNA, TN, CHRISTOPHER SARGENT, N.SMITHFIELD, RI, (401) 769-3823, CHRIS.SARGENT@CATALANOCOMPANIES.COM
344754, GOODLETTSVILLE, TN, CHRISTOPHER SARGENT, N.SMITHFIELD, RI, (401) 769-3823, CHRIS.SARGENT@CATALANOCOMPANIES.COM
350299, MEMPHIS, TN, DANIA MANAGEMENT GROUP, INC., TAMARAC, FL, (305) 556-7848, KEN@DANIAMG.COM

463
Appendix VIII

GUARANTEE OF PERFORMANCE

For value received, DB FRANCIIlSING HOLDING COMPANY LLC, a Delaware limited


liability company (the "Guarantor"), located at 130 Royall Street, Canton, Massachusetts 02021,
absolutely and unconditionally guarantees to assume the duties and obligations of BASKIN-ROBBINS
FRANCIIlSING LLC, a Delaware limited liability company and DUNKIN' DONUTS FRANCHISING
LLC, a Delaware limited liability company, both located at 130 Royall Street, Canton, Massachusetts
02021, under their franchise registrations in each state where BASKIN-ROBBINS FRANCHISING LLC
and/or DUNKIN' DONUTS FRANCHISING LLC are registered, and under the Franchise Agreement
identified in the 2018 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.
This guarantee continues until all such obligations of BASKIN-ROBBINS FRANCHISING LLC and/or
DUNKIN' DONUTS FRANCHISING LLC under the franchise registrations and the Franchise
Agreement are satisfied or until the liability of BASKIN-ROBBINS FRANCHISING LLC and/or
DUNKIN' DONUTS FRANCHISING LLC to its franchisees under the Franchise Agreement has been
completely discharged, whichever first occurs. The Guarantor is not discharged from liability if a claim
by a franchisee against BASKIN-ROBBINS FRANCHISING LLC and/or DUNKIN' DONUTS
FRANCHISING LLC remains outstanding. Notice of acceptance is waived. The Guarantor does not
waive receipt of notice of default on the part of BASKIN-ROBBINS FRANCHISING LLC and/or
DUNKIN' DONUTS FRANCHISING LLC. This guarantee is binding on the Guarantor and its
successors and assigns.
The Guarantor signs this guarantee at 130 Royall Street, Canton, Massachusetts 02021 on the 21st
day of March 2018.

Guarantor:
DB FRANCHISING HOLDING COMPANY LLC

By: 2( at4,.��
Nam;: Katherine D�
Title: Chief Financial Officer

464
Item 23: Receipts Print Receipts
Baskin-Robbins Receipt
This disclosure document summarizes certain provisions of the franchise agreement and other information in plain language. Read this
disclosure document and all agreements carefully.
If Baskin-Robbins Franchising LLC offers you a franchise, it must provide this disclosure document to you:
(a) 14 calendar-days before you sign a binding agreement with, or make a payment to, the franchisor or an affiliate in connection with the
proposed franchise sale or at your reasonable request; or
(b) under New York and Rhode Island law, if applicable, at the earlier of (i) your first personal meeting to discuss the franchise, or (ii) 10
business days before you sign a binding agreement with, or make payment to us or an affiliate in connection with the proposed franchise
sale, or
(c) under California and Michigan law, if applicable, the longer of 14 calendar days or 10 business days before you sign any binding
franchise or other agreement or pay any consideration to us, whichever occurs first.
If Baskin-Robbins Franchising LLC 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 Schedule B of the Disclosure Document.
The principal business address and telephone number of each franchise seller offering the franchise is Patrick Cunningham, our Senior
Director, Franchising, at Baskin-Robbins Franchising LLC, 130 Royall St., Canton, MA 02021; 781-737-3000.
Additional Franchise Sellers, if any (eg. Franchise Manager, Business Development Manager):
_______________________________ _______________________________ _______________________________
This Disclosure Document was issued: April 3, 2018.
We authorize the agents listed on Schedule A of the Disclosure Document to receive service of process for Baskin-Robbins Franchising
LLC.
I received a Disclosure Document issued April 3, 2018 that included the following Exhibits: (A-1) Store Development Agreement, (A-2)
Combo Store Development Agreement, (B-1) Franchise Agreement (BR only), (B-2) Combo Franchise Agreement (DD/BR), (B-3)
Conditional Option to Extend, (B-4 - B-8) Incentives, (C) DBI Sample Promissory Note, (D-1) Sublease, (E) Option to Assume
(Franchisee's) Lease (3 and 4 party) and Lease Option Agreement (F-1) Rider to Contract for Sale, (F-2) Agreement To Transfer By The
Sale Of Assets, (F-3) Agreement to Transfer by the Sale of Stock, (G) Offer Letter, (H) Participant Agreement, (I-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) Addition of Interest, (O-1) Assignment of Franchise Agreement,
(O-2) Assignment, Amendment and Consent to Assignment of Lease, (P) Baskin-Robbins Relocation Incentive Offer to Select Baskin-
Robbins Restaurants, (R) Contract for Development and Construction, (S) Certificate of Resolution and Incumbency, Appendix I-A: List
of Registered Agents, Appendix I-B: Directory of Administrative Agencies, Appendix II: List of International Affiliates, Appendix III:
Schedules/Addenda/Notices Required by Various States, Appendix IV: Operating Manual Table of Contents, Appendix V: Region List,
Appendix VI: List of Current BR Restaurant Franchisees and Area Developers and Former Baskin-Robbins Restaurant Franchisees,
Appendix VII: List of Current and Former DD-BR Combo Restaurant Franchisees, Appendix VIII: Guarantee of Performance (by DB
Franchising Holding Company LLC).

Please COMPLETELY fill out the sections below:

Date Disclosure Document Received:_____________________________ (enter date here)


Home Address:
Signed: _________________________________________
individually ________________________________________________
________________________________________________ Street Address (domicile)
Full Legal Name (Please print)
________________________________________________
Last 4 digits of Social Security Number: _____________ City or Town/State/Zip Code

________________________________________________
Email address

and as officer(s), partner(s) or member(s) of _________________________________________________________


a _________________________________ (corporation) (partnership) (limited liability company) and any other prospective franchisee
entity (currently in existence or formed in the future) of which the above individual(s) is an officer, partner or member.

BR FDD April 3, 2018


Updates included (if any):

465
Item 23: Receipts
Baskin-Robbins Receipt
This disclosure document summarizes certain provisions of the franchise agreement and other information in plain language. Read this
disclosure document and all agreements carefully.
If Baskin-Robbins Franchising LLC offers you a franchise, it must provide this disclosure document to you:
(a) 14 calendar-days before you sign a binding agreement with, or make a payment to, the franchisor or an affiliate in connection with the
proposed franchise sale or at your reasonable request; or
(b) under New York and Rhode Island law, if applicable, at the earlier of (i) your first personal meeting to discuss the franchise, or (ii) 10
business days before you sign a binding agreement with, or make payment to us or an affiliate in connection with the proposed franchise
sale, or
(c) under California and Michigan law, if applicable, the longer of 14 calendar days or 10 business days before you sign any binding
franchise or other agreement or pay any consideration to us, whichever occurs first.
If Baskin-Robbins Franchising LLC 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 Schedule B of the Disclosure Document.
The principal business address and telephone number of each franchise seller offering the franchise is Patrick Cunningham, our Senior
Director, Franchising, at Baskin-Robbins Franchising LLC, 130 Royall St., Canton, MA 02021; 781-737-3000.
Additional Franchise Sellers, if any (eg. Franchise Manager, Business Development Manager):
_______________________________ _______________________________ _______________________________
This Disclosure Document was issued: April 3, 2018.
We authorize the agents listed on Schedule A of the Disclosure Document to receive service of process for Baskin-Robbins Franchising
LLC.
I received a Disclosure Document issued April 3, 2018 that included the following Exhibits: (A-1) Store Development Agreement, (A-2)
Combo Store Development Agreement, (B-1) Franchise Agreement (BR only), (B-2) Combo Franchise Agreement (DD/BR), (B-3)
Conditional Option to Extend, (B-4 – B-8) Incentives, (C) DBI Sample Promissory Note, (D-1) Sublease, (E) Option to Assume
(Franchisee's) Lease (3 and 4 party) and Lease Option Agreement (F-1) Rider to Contract for Sale, (F-2) Agreement To Transfer By The
Sale Of Assets, (F-3) Agreement to Transfer by the Sale of Stock, (G) Offer Letter, (H) Participant Agreement, (I-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) Addition of Interest, (O-1) Assignment of Franchise Agreement,
(O-2) Assignment, Amendment and Consent to Assignment of Lease, (P) Baskin-Robbins Relocation Incentive Offer to Select Baskin-
Robbins Restaurants, (R) Contract for Development and Construction, (S) Certificate of Resolution and Incumbency, Appendix I-A: List
of Registered Agents, Appendix I-B: Directory of Administrative Agencies, Appendix II: List of International Affiliates, Appendix III:
Schedules/Addenda/Notices Required by Various States, Appendix IV: Operating Manual Table of Contents, Appendix V: Region List,
Appendix VI: List of Current BR Restaurant Franchisees and Area Developers and Former Baskin-Robbins Restaurant Franchisees,
Appendix VII: List of Current and Former DD-BR Combo Restaurant Franchisees, Appendix VIII: Guarantee of Performance (by DB
Franchising Holding Company LLC).

Please COMPLETELY fill out the sections below:

Date Disclosure Document Received:_____________________________ (enter date here)

Home Address:
Signed: _________________________________________
individually _________________________________________________
________________________________________________ Street Address (domicile)
Full Legal Name (Please print)
_________________________________________________
Last 4 digits of Social Security Number: _____________ City or Town/State/Zip Code

________________________________________________
Email address

and as officer(s), partner(s) or member(s) of _________________________________________________________


a _________________________________ (corporation) (partnership) (limited liability company) and any other prospective franchisee
entity (currently in existence or formed in the future) of which the above individual(s) is an officer, partner or member.

BR FDD April 3, 2018


Updates included (if any):

466

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