What equity security restrictions must a Bojangles franchisee maintain, and what legend must be endorsed on stock certificates or ownership evidence?

According to Bojangles's 2025 Franchise Disclosure Document, a franchisee must adhere to specific equity security restrictions. The franchisee must maintain stop-transfer instructions against the transfer on its records of any equity securities. This means the franchisee cannot freely transfer ownership without restriction.

Furthermore, each stock certificate or ownership evidence, if the franchisee is a limited liability company, must have a specific legend conspicuously endorsed on its face. The legend states: "The shares represented by this certificate, or other evidence of ownership if Franchisee is a limited liability company, are subject to the terms of an agreement dated [date] between [name of issuing corporation or limited liability company] and BOJANGLES OPCO, LLC, which, inter alia, restricts transfer, restricts activities in which [name of issuing corporation or limited liability company] may engage, and imposes restrictions on shareholders or members."

These restrictions ensure that Bojangles maintains control over who its franchisees are and that the franchisees remain committed to operating only Bojangles restaurants. This is a common practice in franchising to protect the brand and maintain consistency across all locations. Additionally, a Bojangles franchisee cannot be owned by two owners who each own fifty percent of the ownership interests in the Franchisee. The franchisee must also maintain a current list of all owners of record, including all members if the Franchisee is a limited liability company, and all beneficial owners of any class of securities of the Franchisee and must furnish the list to Bojangles at such time as Bojangles may request.