What are the requirements for a Developer entity to be considered valid for a Bojangles franchise agreement?

A. Developer shall be a corporation or a limited liability company composed solely of no more than six (6) shareholders/members who are individuals and not corporations, limited liability companies, or any other legal entities, and shall comply with the following requirements:

• (1) Developer shall be organized and validly existing in good standing under the laws of the state of its incorporation or organization;
• (2) Developer shall be qualified to do business in all states in which its business activities or the nature of the properties owned by it requires such qualification;
• (3) Developer shall be newly organized and its Articles of Incorporation or Charter, or if Developer is a limited liability company, Developer's Articles of Organization and Operating Agreement, shall at all times provide that Developer was organized and has authority only to develop, own and operate Bojangles restaurants; and that Developer shall not engage or invest in any business other than development, ownership and operation of Bojangles restaurants; [For Bojangles Express Restaurants, delete Paragraph III.A.(3) and substitute the following: "Developer shall be authorized to develop, own and operate Bojangles restaurants and shall be authorized to enter into this Agreement."]
• (4) If Developer is a corporation, copies of Developer's Articles of Incorporation or Charter, Bylaws, and other governing documents, and any amendments thereto, including the resolution of the Board of Directors authorizing entry into this Agreement, shall be furnished to Franchisor on or before execution of this Agreement;
• (5) If Developer is a limited liability company, copies of Developer's Articles of Organization, Operating Agreement and other governing documents, and any amendments thereto, including the consent of all limited liability company members authorizing entry into this Agreement, shall be furnished to Franchisor on or before execution of this Agreement.
• (6) Developer shall maintain stop-transfer instructions against the transfer on its records of any equity securities; and each stock certificate of Developer, or other evidence of

ownership if Developer is a limited liability company, shall have the following legend conspicuously endorsed upon its face:

The shares represented by this certificate, or other evidence of ownership if Developer 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] may engage, and imposes restrictions on shareholders or members.

[For Bojangles Express Restaurants, delete Paragraph III.A.(6)]

• (7) Developer shall sign each Franchise Agreement for the Restaurants developed hereunder and may not form separate legal entities to operate the Restaurants. Developer shall not be owned by two (2) owners who each own fifty percent (50%) of the ownership interests in Developer. Developer shall maintain a current list of all owners of record, including all members if Developer is a limited liability company, and all beneficial owners of any class of securities of Developer and shall furnish the list to Franchisor at such time as Franchisor may request.
• (8) At the date of execution of each Franchise Agreement executed pursuant hereto, Developer shall have, with respect to the Restaurant referred to in such Franchise Agreement, a ratio of debt to equity no greater than 1.5 to 1. Calculation of a debt to equity ratio for purposes hereof shall exclude equity interests in, and debts incurred as a result of, the acquisition of land and building, but shall include equity interests in, and debts incurred as a result of, the acquisition of equipment and inventory, training, franchise fees, start-up costs, initial point of purchase materials, landscaping, signage, and prepaid expenses. Developer shall, prior to the execution of each such Franchise Agreement, furnish Franchisor with evidence, satisfactory to Franchisor in its sole discretion, of its compliance with the requirement set forth in this paragraph. [For Bojangles Express Restaurants, delete Paragraph III.B.]
• B. Developer agrees to pay in full, and not lease or finance the equipment and fixtures in its first Bojangles restaurant.

Source: Item 23 — RECEIPTS (FDD pages 82–573)