to transact business with BKC electronically and that, consistent with the Uniform Electronic Transactions Act, and all other applicable state and federal laws, this Addendum may be executed by electronic signatures. The parties to this Addendum agree that the parties' electronic signatures are intended to authenticate this writing and to have the same force and effect as the use of manual signatures and an electronically signed version of this Addendum shall constitute an original for all purposes.

This Addendum is hereby executed by the parties effective on the date indicated above.

BURGER KING COMPANY LLC

*, Managing Owner

By: Print Name: Its: FRANCHISEE: *, a *

**]

RECLAIM THE FLAME MASTER PROGRAM AGREEMENT

BKC has established the Reclaim the Flame Program, under which certain existing Burger King franchisees are offered the opportunity to earn incentives by completing a Reclaim the Flame remodel (as described herein) (a "RTF Remodel") on certain restaurant(s) they operate by certain deadlines (as provided herein) (the "Reclaim the Flame Remodel Program"). Franchisee has indicated a desire to participate in the Reclaim the Flame Remodel Program for the Restaurants (as hereinafter defined) on the terms set forth in this Program Agreement and BKC has determined that Franchisee is qualified to participate in the Reclaim the Flame Remodel Program. Franchisee desires to conclude the RTF Remodel(s) for all the Restaurants by the applicable Remodel Deadlines set forth below.

NOW, THEREFORE, in consideration of the mutual terms, conditions and covenants hereinafter set forth and for other good and valuable consideration which each of the parties hereto acknowledge is sufficient to create a binding agreement, the parties agree as follows:

1. Restaurants; Remodel Deadlines. Franchisee agrees to participate in the Reclaim the Flame Remodel Program for the following restaurants which Franchisee hereby commits to remodel through the Reclaim the Flame Remodel Program (each, a "Restaurant"). Franchisee further commits to successfully complete the required RTF Remodel(s) of each Restaurant by the "Remodel Deadline" for such Restaurant specified in the following schedule:

Franchisee shall obtain all other required operational and legal consents and approvals necessary for each Restaurant specified by Franchisee to participate in the Reclaim the Flame Remodel Program

1. Pre-Inspections. Prior to the commencement of any RTF Remodel of any Restaurant, BKC at BKC's sole option, may conduct an inspection of such Restaurant, and may issue a Facility Inspection Report ("FIR") to Franchisee. Franchisee hereby grants BKC and its representatives, including without limitation, BKC's Construction Managers and Directors/Senior Directors of Construction and employees of The Steritech Group, Inc., reasonable access during normal business hours to each specified Restaurant's facilities for purposes of conducting its initial inspections and conducting inspections throughout the construction process. If BKC elects to inspect and issue an FIR, then BKC's designated construction manager shall provide Franchisee an initial FIR via email, which shall initially not include the equipment portion of the FIR, and, in such event, BKC shall provide Franchisee the final FIR via email, which shall include the equipment portion of the FIR. In such event, Franchisee shall then review such final FIR for completeness and accuracy, and Franchisee hereby acknowledges that such FIR completely and accurately reflects the condition of the Restaurant as of the date stated in such FIR, unless and to the extent Franchisee notifies BKC otherwise in writing. For purposes of this Program Agreement, including but not limited to, determining the extent of a RTF Remodel and the successful completion thereof, if BKC elects to issue an FIR, then the final FIR issued to Franchisee shall control.

• 1. Remodel Requirements. Franchisee is solely responsible for all costs and expenses incurred in the RTF Remodel(s), and in otherwise participating in the Reclaim the Flame Remodel Program. The RTF Remodel includes improvements, alterations, remodeling, and/or rebuilding of the interior and exterior of a Restaurant to reflect the current image of BKC. The actual scope of work required to conclude the RTF Remodel by Franchisee will vary depending on the condition of the Restaurant(s) prior to the effective date of this Program Agreement and at the time of commencement of the RTF Remodel, and will be more accurately set forth in the FIR issued to Franchisee, if BKC elects to issue such FIR pursuant to Section 2 above; provided, however, that each RTF Remodel shall include at a minimum, but not be limited to, the parking lot, landscaping, double drive-thru, and interior and exterior building remodel requirements specified in Exhibit A.
• 1. Post-Inspections. Franchisee shall notify BKC of each concluded RTF Remodel by email to RemodelDone@Whopper.com, specifying the Restaurant (by BK#) and location. Such notification must be received by BKC within ten (10) days following completion of the RTF Remodel, but not later than the Remodel Deadline for such remodel as set forth in Section 1, and must include as attachments or enclosures therewith all of the Close-out Documents (as defined below). BKC shall then schedule a final walk-through inspection of the applicable Restaurant to determine whether it has been remodeled in accordance with the following (collectively, the "Remodel Requirements"): (i) the terms and conditions of this Program Agreement, (ii) the final FIR issued to Franchisee, if BKC elects to issue such FIR pursuant to Section 2 above, and (iii) the terms and conditions of the Restaurant's Franchise Agreement. BKC's construction manager shall have sole and absolute discretion to verify successful completion of the remodel in accordance with the Remodel Requirements.
• 1. Incentives. As a condition to receiving any incentives for any Restaurant through the Reclaim the Flame Remodel Program, including without limitation the payment of the Franchisor Contribution (as hereinafter defined), Franchisee shall (i) successfully conclude the RTF Remodel of that Restaurant by the Remodel Deadline specified in Section 1, (ii) execute and return the successor Franchise Agreement, any addendums thereto provided by BKC, and other required items no later than ten (10) days after receipt of such documents (collectively, the "RTF Agreements") from BKC, and (iii) pay the successor franchise fee for that Restaurant at the time BKC specifies. Franchisee acknowledges and agrees that the RTF Agreements for each Restaurant will require Franchisee to purchase additional year(s) on the term of its franchise for that Restaurant, as described in Section 5(a), and pay successor franchise fees in order to receive the incentives. Subject to Franchisee's compliance with the foregoing requirements, the incentives and terms and conditions for each Restaurant shall be as follows:
  • (a) Franchise Fee. The franchise fee for each Restaurant shall equal two thousand five hundred dollars ($2,500.00) per year for each additional year purchased by Franchisee in the RTF Agreements, rounded up to the whole year. Under the RTF Agreements, Franchisee shall purchase a number of additional years of term for the Restaurant such that the total number of years (inclusive of the original term remaining on the Franchise Agreement and the additional years purchased in the RTF Agreements) are equal to (i) twenty (20) years from and after the Remodel Deadline for such Restaurant or (ii) in the case of a Restaurant at which Franchisee leases the premises from BKC only, such lesser number of years that BKC owns, leases, or controls the premises wherein the Restaurant is located (provided, however, that should this period be less than twenty (20) years, the amount of the Franchisor Contribution that would otherwise be provided to Franchisee pursuant to Section 5(b) below shall be reduced on a pro rata basis proportionate to the difference between such lesser period and twenty (20) years). BKC may require Franchisee to furnish a "DTL Property Certification Form" to confirm Franchisee's ownership, lease, or control of the premises for such 20-year period.
  • (b) Franchisor Contribution. Subject to Franchisee's satisfaction of the terms and conditions of this Program Agreement, BKC shall provide Franchisee with a cash contribution (the "Franchisor Contribution") for each completed RTF Remodel of a Restaurant in accordance with all Remodel Requirements, in accordance with the following:
    • (i) BKC evaluates franchisees' operational performance using a system known as the "Franchise Success System", as may be modified by BKC from time to time ("FSS") pursuant to which each franchisee earns a letter grade of "A", "B", "D", or "F" based on such franchisee's operational performance. In accordance with the terms of this Program Agreement, Franchisee acknowledges and agrees that the average of its three (3) then-most recent FSS grades (each

such average, an "FSS Remodel Grade") received at the time of BKC's issuance of an "Individual Restaurant Contribution Addendum" (as hereinafter defined) shall be determinative of the amount of the Franchisor Contribution that Franchisee shall be eligible to receive for the RTF Remodel of such Restaurant, provided, however, that if at the time of determination of such FSS Remodel Grade, Franchisee has received only two (2) FSS grades, then the FSS Remodel Grade shall be the average of such two (2) FSS grades and if at the time of determination of such FSS Remodel Grade, Franchisee has received only a single FSS grade, then the FSS Remodel Grade shall be such single FSS grade.

• (ii) If a numerical percentage "Royalty Rate" is set forth in the table in Section 1 above with respect to a Restaurant, then such percentage shall be deemed to be the Royalty Rate (as defined in Section 5(b)(ii)(A) below) for all purposes under this Program Agreement and under the RTF Agreements with respect to such Restaurant. If no numerical percentage "Royalty Rate" is set forth in the table in Section 1 above with respect to a Restaurant, then no later than one hundred eighty (180) days before the Remodel Deadline for such Restaurant (but in any event prior to the commencement of the RTF Remodel of such Restaurant), Franchisee shall notify BKC in writing whether Franchisee elects to pay a Royalty Rate equal to four and one-half percent (4.5%), five percent (5.0%), five and one-half percent (5.5%), or six percent (6.0%) under the RTF Agreements for such Restaurant. In the event Franchisee fails to provide timely written notice pursuant to the preceding sentence, Franchisee shall be deemed to have elected to pay a Royalty Rate equal to four and one-half percent (4.5%) under the RTF Agreements for the applicable Restaurant. Prior to the commencement of any RTF Remodel of any Restaurant, Franchisee shall execute and return to BKC a completed "Individual Restaurant Contribution Addendum"

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 109–124)