Burneys_Sweets_More 2025 Franchise FAQ - FDD Ninja

Question 1

According to the FDD, what rights are specifically reserved to the Burneys Sweets More franchisor?

Accepted Answer

- (b) Reservation of Rights. Franchisor grant franchises and the rights to develop and operate a BURNEY'S SWEETS & MORE Shop only pursuant to the express terms of written agreements and not orally. All rights that are not granted to Franchisee in this Agreement are specifically reserved to Franchisor, and Franchisor will not be restricted in any manner from exercising them nor will Franchisor be required to compensate Franchisee should Franchisor exercise them. This includes the right, directly or through others and regardless of either (a) proximity to Franchisee's Shop or Territory or (b) any actual or threatened impact on sales of Franchisee's Shop to:
  - (i) use the Marks and System in connection with establishing and operating BURNEY'S SWEETS & MORE shops at any location outside the Territory;
  - (ii) use the Marks or other marks in connection with selling or distributing any goods (including branded merchandise) or services anywhere in the world (including within the Territory), whether or not Franchisee also offers them, through channels of distribution other than a BURNEY'S SWEETS & MORE Shop (including, for example, other permanent or temporary retail locations, kiosks, carts, food trucks, catalogs, mail order, or the internet or other electronic means or through delivery by Franchisor, Franchisor's affiliates, Franchisor's franchisees, and/or third party delivery services);
  - (iii) acquire, establish or operate, without using the Marks, any business of any kind at any location anywhere in the world (including within the Territory);
  - (iv) use the Marks in connection with soliciting or directing advertising or promotional materials to customers anywhere in the world (including within the Territory); and
- (v) establish or operate, or license other persons to establish or operate, a BURNEY'S SWEETS & MORE business within any Non-traditional Locations anywhere in the world (including within the Territory).

Source: Item 22 — CONTRACTS (FDD page 50)

Question 2

Considering the initial fees outlined in Item 5 and the other fees listed in Item 6, what is the total range of fees a Burneys Sweets More franchisee might pay in the first year?

Accepted Answer

[Item 5: INITIAL FEES]

The initial franchise fee to open a BURNEY'S SWEETS & MORE Shop is $20,000. This initial franchise fee includes training for you (or, if you are a corporate entity, for one of your principals) and your manager at our training facility. The initial franchise fee also includes one terminal for the approved point-of-sale system. The initial franchise fee is payable in lump sum and is due and fully earned at the time you sign the franchise agreement and is not refundable

under any circumstances. During our last fiscal year, our initial franchise fee was uniformly applied.

[Item 6: OTHER FEES]

Note 1. All fees and expenses described in this Item 6 are non-refundable and, unless otherwise indicated in this Item, are imposed uniformly by, collected by, and are payable to, us. We have the right to adjust the fees according to market conditions, including inflation.

Note 2: Throughout 2024, we permitted one franchisee who converted from a licensed BURNEY'S SWEETS & MORE Shop to a franchised BURNEY'S SWEETS & MORE Shop to pay a reduced royalty fee of 1% of its gross sales. Our franchisees and licensees who signed

agreements with us before January 1, 2019 also do not pay into the Brand Fund. Except for these instances, all fees were uniformly applied last year.

Note 3. "Gross Sales" means the total of gross revenue that you derive from the operation of your Shop, including, but not limited to, all revenue from services rendered by your Shop and from the sale of products, whether from sales for cash or credit and regardless of the collection thereof, including sales made on a retail, wholesale, or any other basis. Gross Sales also includes any proceeds you receive from business interruption insurance. Gross Sales does not include tips, sales taxes or gift card redemptions, nor does it include sales to other franchisees and company-owned Shops. Royalties on gift cards are assessed when the gift card is sold. In the event you use a gross buying service such as Groupon or Living Social, gross sales shall include the total gross amount paid by the customer, whether or not such amount is ultimately paid to you or the group buying service.

- (b) Franchisee Account.

On each Due Date, Franchisee must pay Franchisor the fees set forth above, as well as any other amounts due to Franchisor under this Agreement or any other agreement between Franchisor and Franchisee.

Franchisor may instead transfer these amounts due from the Franchisee's bank operating account ("Account").

If a transfer from Franchisee's Account is refused, an administrative fee of Twenty-Five Dollars ($25) may be assessed, as well as reimbursement to Franchisor of any fee its bank charges for uncollected deposit funds.

If Franchisee has not reported Gross Sales to Franchisor for any fiscal period, Franchisor may transfer from the Account an amount equal to the average of the preceding three (3) months' Gross Sales.

If, at any time, Franchisor determines that Franchisee has underreported its Gross Sales, or underpaid the Royalty or other amounts due to Franchisor under this Agreement, or any other agreement, Franchisor may initiate an immediate transfer from the Account in the appropriate amount in accordance with the foregoing procedure, including interest as provided in this Agreement.

Any overpayment will be credited to the Account effective as of the first reporting date after Franchisor and Franchisee determine that such credit is due.

Alternatively, Franchisor shall have the right in lieu of the Royalty report submission procedure outlined above to obtain the Gross Sales directly from electronic communication with Franchisee's point-of-sale system.

Question 3

Considering the initial franchise fee in Item 5 and the ongoing fees in Item 6, what is the total financial commitment for a Burneys Sweets More franchisee over the first five years?

Accepted Answer

[Item 5: INITIAL FEES]

The initial franchise fee to open a BURNEY'S SWEETS & MORE Shop is $20,000. This initial franchise fee includes training for you (or, if you are a corporate entity, for one of your principals) and your manager at our training facility. The initial franchise fee also includes one terminal for the approved point-of-sale system. The initial franchise fee is payable in lump sum and is due and fully earned at the time you sign the franchise agreement and is not refundable

under any circumstances. During our last fiscal year, our initial franchise fee was uniformly applied.

Question 4

What is the deadline for paying the initial franchise fee for Burneys Sweets More, as stated in Item 5, and how does this relate to the pre-opening timeline outlined in Item 11?

Accepted Answer

[Item 5: INITIAL FEES]

# ITEM 5. INITIAL FEES

The initial franchise fee to open a BURNEY'S SWEETS & MORE Shop is $20,000. This initial franchise fee includes training for you (or, if you are a corporate entity, for one of your principals) and your manager at our training facility. The initial franchise fee also includes one terminal for the approved point-of-sale system. The initial franchise fee is payable in lump sum and is due and fully earned at the time you sign the franchise agreement and is not refundable

under any circumstances. During our last fiscal year, our initial franchise fee was uniformly applied.

Question 5

How does the Burneys Sweets More franchisor's assistance described in Item 11 relate to the franchisee's obligations regarding site selection and acquisition/lease in Item 9?

Accepted Answer

- 5. Consultation Services. We are not required to provide you other supervision, assistance or services prior to the opening of your Shop. (Franchise Agreement Section 4.) However, if requested, we will advise on additional topics related to the opening of your Shop.

- (b) Legal Expenses. Franchisor may in certain situations incur legal expenses while providing assistance to Franchisee with respect to, without limitation, lease negotiations, or other legal compliance issues. Such assistance may be at the request of Franchisee or required by Franchisor and may be provided by Franchisor in-house or by outside counsel; provided however, that Franchisor shall have the sole discretion as to whether or not to provide legal assistance. In the event Franchisor does incur legal expenses on behalf of Franchisee, Franchisee shall reimburse Franchisor for such expenses immediately upon notice from Franchisor. Franchisor may, at its option, be reimbursed by EFT.
- (c) Acknowledgement. FRANCHISEE AGREES THAT FRANCHISOR IS NOT OBLIGATED TO PROVIDE ANY TRAINING OR ASSISTANCE TO FRANCHISEE'S PARTICULAR LEVEL OF SATISFACTION, BUT AS A FUNCTION OF FRANCHISOR'S EXPERIENCE, KNOWLEDGE AND JUDGMENT.

Question 6

How does the Burneys Sweets More franchisor's right to develop additional standards and specifications in Item 8 affect the franchisee's obligations regarding compliance with brand standards as described in Item 9?

Accepted Answer

Franchisee shall always operate the Shop in accordance with the terms of this Agreement, which terms expressly require compliance with the Brand Standards Manual (as defined in Section 11(i)) and Franchisor's standards and specifications.

Franchisor reserves the right to require Franchisee to generally refurbish the Franchised Business and/or the Premises at Franchisee's expense, in order to conform to the building design, trade dress, color schemes and presentation of the Marks in a manner consistent with the then-current image for BURNEY'S SWEETS & MORE franchises, which include, without limitation, structural changes, installation of new materials and equipment, remodeling, redecoration, changing color schemes, and modifications and/or repairs to existing improvements.

Such remodeling and re-equipping may include, without limitation, replacing worn out, obsolete, or dated equipment, fixtures, furnishings and signs;

structural modifications, redecorating; or purchasing more efficient or improved equipment.

Franchisor may require Franchisee to perform remodeling and to purchase equipment at such times as Franchisor, in its sole discretion, deems necessary and reasonable; provided, that Franchisor may not require any remodeling requiring an expenditure in excess of Thirty Thousand Dollars ($30,000) during the first two (2) years of the Initial Term unless the expenditure is necessary for menu item production as determined by Franchisor.

FRANCHISEE ACKNOWLEDGES THAT EQUIPMENT, ALTERATIONS AND RENOVATIONS REQUIRED BY FRANCHISOR MAY INVOLVE SUBSTANTIAL ADDITIONAL INVESTMENT BY FRANCHISEE DURING THE INITIAL TERM.

Franchisee shall not display in or upon the premises any sign or advertising of any kind to which Franchisor objects.

In the event of Franchisee's delay, refusal, or failure to make repairs or modifications to the Premises as specified by this Section 10(c), Franchisor or its agents may enter the Premises, without further notice and without liability for trespass or other tort and with Franchisee's complete cooperation, and remove, repair, and/or replace, at Franchisee's expense, any items which do not conform to Franchisor's then-current standards and specifications or which are not in conformity with Franchisee's obligation to maintain the Franchised Business and the Premises in the highest degree of repair a

Franchisee shall comply with each such change, revision, or substitution and bear all expenses associated therewith.

Question 7

How does the Burneys Sweets More franchisor's training program described in Item 11 relate to the initial franchise fee detailed in Item 5?

Accepted Answer

[Item 5: INITIAL FEES]

The initial franchise fee to open a BURNEY'S SWEETS & MORE Shop is $20,000. This initial franchise fee includes training for you (or, if you are a corporate entity, for one of your principals) and your manager at our training facility. The initial franchise fee also includes one terminal for the approved point-of-sale system. The initial franchise fee is payable in lump sum and is due and fully earned at the time you sign the franchise agreement and is not refundable

under any circumstances. During our last fiscal year, our initial franchise fee was uniformly applied.

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[Item 11: FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING]

You (or if you are a corporate entity, one of your principals) must attend our initial training. If we approve your Shop to operate with an Operations Manager, at least the Operations Manager plus another manager must successfully complete the training program, unless we waive this requirement with respect to him or her. Other managers may attend, but you will be required to pay us for the attendance of any employees beyond your Operations Manager and you. We plan to conduct the training program on an as-needed basis. Initial training is conducted at our Elizabethtown, North Carolina location, and it generally spans a one-week period. You or a principal, and, if applicable, your Operations Manager, must complete the training program to our satisfaction before we will authorize you to open your Shop. We may in the future designate your Shop as an approved training facility for other franchisees. If so, you will be compensated at our then current reimbursement rate for any training you provide to new franchisees at our specific request in your capacity as a training facility.

If you buy the franchise from us, your initial franchise fee includes the cost of initial training for up to 2 persons pre-opening. You bear all indirect training costs and expenses, such as salary expenses of your employees and all expenses of travel, lodging, meals, and other living expenses you and your designees incur.

Question 8

How does the initial franchise fee for Burneys Sweets More in Item 5 compare to the total estimated initial investment range provided in Item 7?

Accepted Answer

[Item 5: INITIAL FEES] # ITEM 5. INITIAL FEES The initial franchise fee to open a BURNEY'S SWEETS & MORE Shop is $20,000. This initial franchise fee includes training for you (or, if you are a corporate entity, for one of your principals) and your manager at our training facility. The initial franchise fee also includes one terminal for the approved point-of-sale system. The initial franchise fee is payable in lump sum and is due and fully earned at the time you sign the franchise agreement and is not refundable under any circumstances. During our last fiscal year, our initial franchise fee was uniformly applied. [Item 7: ESTIMATED INITIAL INVESTMENT] | TYPE OF EXPENDITURE | AMOUNT | | METHOD OF PAYMENT | WHEN DUE | TO WHOM PAYMENT IS MADE | |---|---|---|---|---|---| | | LOW | HIGH | | | | | PRE-OPENING COSTS1 | | | | | | | Initial Franchise Fee | $20,000 | $20,000 | Lump sum | Due on signing Franchise Agreement | Us | | Inventory2 | $8,800 | $27,500 | Vendor terms | Within 0 - 30 days of order | Approved vendors | | Lease3 | $22,000 | $82,500 | Landlord terms | Monthly, depending on lease agreement | Landlord | | Leasehold Improvements and Fixtures4 | $22,000 | $300,000 | Lump sum or (possibly) amortized by landlord | Varies depending on your contract with supplier | Supplier or Landlord | | Furnishings | $1,100 | $20,000 | As incurred | Varies depending on your contract with supplier | Approved suppliers | | Signage | $880 | $8,800 | As incurred | Varies depending on your contract with supplier | Approved suppliers | | TYPE OF EXPENDITURE | AMOUNT LOW | HIGH | METHOD OF PAYMENT | WHEN DUE | TO WHOM PAYMENT IS MADE | | Equipment and Smallwares5 | $55,000 | $154,000 | As incurred | Varies depending on contract with supplier | Approved supplier | | Point of Sale | $1,500 | $1,899 | As incurred | Monthly | Approved | | System6 | | | | | supplier | | Deposits7 | $440 | $2,200 | Lump sum | Usually before opening | Landlord, utili- ties, phone co. | | Insurance8 | $3,300 | $5,500 | As incurred | Varies depending on contract with supplier. | Approved supplier | | Business Licenses | $28 | $330 | As incurred | Varies depending on jurisdiction | Local, state, federal government; approved vendors | | Training living expenses | $1,650 | $4,400 | As incurred | Before opening | Air travel, hotels, meals, incidentals | | Grand Opening Marketing9 | $550 | $2,750 | These expenditures commence on an as incurred basis as early as 60 days’ prior to the opening of your Shop and will continue through the first 30-60 days of operation | As incurred | Suppliers | | Brand Fund Fee— 3 months | 0.5% of monthly Gross Sales | 1.5% of monthly Gross Sales | Paid monthly in lump sum | EFT | Us | | Royalty | 3% of monthly Gross Sales | 5% of monthly Gross Sales | Paid monthly in lump sum | EFT | Us | | TYPE OF EXPENDITURE | AMOUNT LOW | HIGH | METHOD OF PAYMENT | WHEN DUE | TO WHOM PAYMENT IS MADE | | Local Advertising | 1% of monthly Gross Sales | 1% of monthly Gross Sales | As incurred; At least 1% of your Gross Sales must be spent on local advertising monthly; the value of products given away counts towards this requirement. | As incurred | Vendors | | Additional Funds – 3 months (Working Capital) 10 | $22,000 | $55,000 | As incurred | As incurred | Vendors, suppliers, utilities | | TOTAL | $159,248 | $684,879 | | | |

Question 9

How does the lack of financing offered by Burneys Sweets More in Item 10 impact the estimated initial investment costs detailed in Item 7?

Accepted Answer

| TYPE OF EXPENDITURE | AMOUNT |  | METHOD OF PAYMENT | WHEN DUE | TO WHOM PAYMENT IS MADE |
|---|---|---|---|---|---|
|  | LOW | HIGH |  |  |  |
| PRE-OPENING COSTS1 |  |  |  |  |  |
| Initial Franchise Fee | $20,000 | $20,000 | Lump sum | Due on signing Franchise Agreement | Us |
| Inventory2 | $8,800 | $27,500 | Vendor terms | Within 0 - 30 days of order | Approved vendors |
| Lease3 | $22,000 | $82,500 | Landlord terms | Monthly, depending on lease agreement | Landlord |
| Leasehold Improvements and Fixtures4 | $22,000 | $300,000 | Lump sum or (possibly) amortized by landlord | Varies depending on your contract with supplier | Supplier or Landlord |
| Furnishings | $1,100 | $20,000 | As incurred | Varies depending on your contract with supplier | Approved suppliers |
| Signage | $880 | $8,800 | As incurred | Varies depending on your contract with supplier | Approved suppliers |
| TYPE OF EXPENDITURE | AMOUNT LOW | HIGH | METHOD OF PAYMENT | WHEN DUE | TO WHOM PAYMENT IS MADE |
| Equipment and Smallwares5 | $55,000 | $154,000 | As incurred | Varies depending on contract with supplier | Approved supplier |
| Point of Sale | $1,500 | $1,899 | As incurred | Monthly | Approved |
| System6 |  |  |  |  | supplier |
| Deposits7 | $440 | $2,200 | Lump sum | Usually before opening | Landlord, utili- ties, phone co. |
| Insurance8 | $3,300 | $5,500 | As incurred | Varies depending on contract with supplier. | Approved supplier |
| Business Licenses | $28 | $330 | As incurred | Varies depending on jurisdiction | Local, state, federal government; approved vendors |
| Training living expenses | $1,650 | $4,400 | As incurred | Before opening | Air travel, hotels, meals, incidentals |
| Grand Opening Marketing9 | $550 | $2,750 | These expenditures commence on an as incurred basis as early as 60 days’ prior to the opening of your Shop and will continue through the first 30-60 days of operation | As incurred | Suppliers |
| Brand Fund Fee— 3 months | 0.5% of monthly Gross Sales | 1.5% of monthly Gross Sales | Paid monthly in lump sum | EFT | Us |
| Royalty | 3% of monthly Gross Sales | 5% of monthly Gross Sales | Paid monthly in lump sum | EFT | Us |
| TYPE OF EXPENDITURE | AMOUNT LOW | HIGH | METHOD OF PAYMENT | WHEN DUE | TO WHOM PAYMENT IS MADE |
| Local Advertising | 1% of monthly Gross Sales | 1% of monthly Gross Sales | As incurred; At least 1% of your Gross Sales must be spent on local advertising monthly; the value of products given away counts towards this requirement. | As incurred | Vendors |
| Additional Funds – 3 months (Working Capital) 10 | $22,000 | $55,000 | As incurred | As incurred | Vendors, suppliers, utilities |
| TOTAL | $159,248 | $684,879 |  |  |  |Note 1. All of the fees described in this Item are payable to us and are non-refundable. Individual vendors, suppliers, utilities and landlords will have their own refund policies.

Note 2. As inventory is used, more inventory will need to be purchased with the capital allocated to inventory.

Note 3. This estimate assumes you will not start making rent payments until your Shop opens. Your costs may be greater than estimated if your rent payments begin before you open.

Note 4. The low estimate assumes you will be improving a space of approximately 1,500 square feet that is a warm vanilla shell with a commercial hood already installed located in a small, rural town. The higher estimate assumes you will be renting a space of approximately 2,200 square feet that is a new, dark shell space that has never been built out, does not have an adequate commercial hood already installed, and/or is located in a more suburban or urban area. Both estimates assume you will be leasing inline space. If you elect to own your own location, additional costs will be incurred. If you choose to purchase or lease a stand-alone building, you will likely incur greater costs. You must lease or provide a suitable facility for the operations of the franchised BURNEY'S SWEETS & MORE SHOP. You may choose a larger facility, but it will increase your operating costs. Your cost to lease or purchase space is difficult to estimate because there are several factors that will impact what you pay. These factors include the facility's location, its square footage, cost-per-square foot, renovation costs and any required maintenance fees. Your landlord, developer, or builder may refund your security deposit or other fees paid, but most landlords will not refund rental payments or other payments made. You should ask your leasing agent or landlord about their refund policy before you sign a lease agreement. We do not require you to purchase or build a facility to house the franchise. Your costs may increase over our projections should you choose to purchase or build.

Question 10

What is the relationship between the Burneys Sweets More franchisee's obligations in Item 9 and the trademarks they are allowed to use as listed in Item 13?

Accepted Answer

Your right to use the Marks is derived solely from Franchise Agreements entered into between you and us for the purpose of operating a BURNEY'S SWEETS & MORE business. You must follow our rules and regulations with respect to the use of the Marks. You may not use any Mark in connection with any business or activity, other than the business conducted by you pursuant to franchise agreements entered into between you and us, or in any other manner not explicitly authorized in writing by us. You cannot use any of the Marks or any other marks, names, or indicia of origin that are or may be confusingly similar to the Marks as part of a corporate name or other legal name. All usage of the Marks by you and any goodwill established from this usage is to our exclusive benefit. After the termination, expiration, or non-renewal of the Franchise Agreement, you may not, except with respect to businesses operated by you according to Franchise Agreements granted by us, at any time or in any manner identify yourself or any business as a franchisee or former franchisee of, or otherwise associated with, us or use in any manner or for any purpose any Mark or other distinguishing signs of our Shops or any colorable imitation of same.

Question 11

What is the relationship between the Burneys Sweets More franchisee's obligations regarding compliance with brand standards in Item 9 and the franchisor's right to modify those standards as described in Item 8?

Accepted Answer

Franchisee shall always operate the Shop in accordance with the terms of this Agreement, which terms expressly require compliance with the Brand Standards Manual (as defined in Section 11(i)) and Franchisor's standards and specifications. Franchisee covenants that during the Initial Term and any applicable Renewal Term, it will at all times faithfully, honestly and diligently perform its obligations under this Agreement, and that it will continuously exert its best efforts to promote and enhance the business of the Shop.

Franchisee acknowledges and agrees that all information in the Brand Standards Manual, policy and procedure statements and other notices constitute confidential information and trade secrets, and shall not be disclosed at any time by Franchisee.

Franchisee shall not copy, disclose, duplicate, record or otherwise reproduce, in whole or in part, for whatever reason, the Brand Standards Manual or any other communication or information provided by Franchisor.

Franchisor shall have the right to modify the policies and procedures of the Brand Standards Manual at any time, which modifications shall be binding upon Franchisee.

- (j) Variations in Standards.

Because complete and detailed uniformity under varying conditions may not be possible or practical, Franchisor specifically reserves the right, in its sole discretion and as it may deem in the best interests of Franchisee or the Chain, to vary standards within the Shop or any other Shop in the Chain based upon peculiarities of particular location or circumstances, including, but not limited to, density of population and other demographic factors, size of a franchisee's territory, business practices or customs, or any other condition which Franchisor deems to be of importance to the operation of such Shop or the Chain.

Franchisee acknowledges that because of these factors and others, there may be variations from standard specifications and practices throughout the Chain and that Franchisee shall not be entitled to require Franchisor to grant like or similar variations or privileges to Franchisee.

Franchisee understands and agrees that Franchisor has no obligation to waive, make any exceptions to, or permit Franchisee to deviate from, the standards of the System.

Question 12

What is the relationship between the Burneys Sweets More franchisee's obligations regarding pre-opening activities in Item 9 and the pre-opening assistance provided by the franchisor in Item 11?

Accepted Answer

| OBLIGATION | SECTION IN AGREEMENT | DISCLOSURE DOCUMENT ITEM |
|---|---|---|
| a. Site selection and | Franchise Agreement §§ 2(b)(ix), | Items 7, 8, and 11 |
| acquisition/lease | 6, and 10 |  |
| b. Pre-opening | Franchise Agreement §§ 4, 6, 10, | Item 7, 8, and 11 |
| purchases/leases | 11, and 12 |  |
| c. Site development and other pre-opening requirements | Franchise Agreement §§ 6, 8(a)(i), 8(e), 9, 10, 11(a)(ii), 11(b)-11(i), 11(l)-11(m), 11(s), 12(a), 12(b) | Items 7, 8, and 11 |
| d. Initial and ongoing training | Franchise Agreement § 4(a)(iv), 4(a)(v); 11(a), 11(c) | Item 11 |
| e. Opening | Franchise Agreement §§ 1, 3, 4, 6 and 8(a)(i) | Items 5, 7, 11 |

We are not required to provide you other supervision, assistance or services prior to the opening of your Shop. (Franchise Agreement Section 4.) However, if requested, we will advise on additional topics related to the opening of your Shop.
- 6. Pre-Opening On-Site Assistance/Training. At about the time of opening we may, but are not obligated to, send an officer, staff member, or a designated franchisee or contractor to provide on-site training prior to or within 2 weeks after your opening and, if possible, to attend the opening of your Shop. If provided, our designee will assist you in putting the BURNEY'S SWEETS & MORE system into operation.

At any time that you or any of your affiliates are in breach of the obligations under the Franchise Agreement, or any other agreement with us or any of our affiliates, we or our affiliate may defer the performance of our obligations under the Franchise Agreement (for example, our obligation to accept your site in a timely manner) or such other agreement, or defer the opening of your Shop, until you (or your affiliate's) breach has been cured. Our (or our affiliate's) exercise of that right will not constitute a waiver of our rights under the Franchise Agreement or such other agreement, including, without limitation, our (or our affiliate's) right to terminate the Franchise Agreement or such other agreement.

IF FRANCHISEE BELIEVES FRANCHISOR HAS FAILED TO ADEQUATELY PROVIDE ANY PRE-OPENING SERVICES TO FRANCHISEE, WHETHER WITH RESPECT TO SITE SELECTION, SELECTION AND PURCHASE OF EQUIPMENT AND SUPPLIES, TRAINING, OR ANY OTHER MATTER AFFECTING THE ESTABLISHMENT OF FRANCHISEE'S SHOP, FRANCHISEE MUST NOTIFY FRANCHISOR IN WRITING WITHIN THIRTY (30) DAYS FOLLOWING THE OPENING OF FRANCHISEE'S SHOP OR FRANCHISEE WILL BE DEEMED TO CONCLUSIVELY ACKNOWLEDGE THAT ANY AND ALL PRE-OPENING SERVICES REQUIRED TO BE PROVIDED BY FRANCHISOR WERE SUFFICIENT AND SATISFACTORY IN FRANCHISEE'S JUDGMENT, AND COMPLIANT WITH ALL REPRESENTATIONS MADE TO FRANCHISEE. IF FRANCHISEE FAILS TO SO NOTIFY FRANCHISOR, FRANCHISEE WILL BE DEEMED TO HAVE WAIVED ALL CLAIMS RELATING TO OR ARISING FROM FRANCHISOR'S OBLIGATIONS TO PROVIDE PRE-OPENING ASSISTANCE.

Question 13

What is the relationship between the Burneys Sweets More franchisor's training program in Item 11 and the franchisee's ability to effectively market and promote their business?

Accepted Answer

[Item 11: FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING]

# Ongoing Assistance:

During the operation of your Shop under your Franchise Agreement, we will:

- 1. System Improvements. Make available to you from time to time all improvements and additions to the Franchise System to the same extent and in the same manner as they are made available to BURNEY'S SWEETS & MORE franchisees generally. These improvements may include opportunities to offer new goods and services. The maximum amount you will be required to spend on improvements of your Shop during the first 2 years is $30,000. Thereafter, there is no limit to the cost of the improvements or refurbishments we may require of your Shop. (Franchise Agreement Section 4(a)(v)-(vi))
- 2. Online Presence. We will maintain an Online Presence for the brand, as discussed below. (Franchise Agreement Section 8(i))
- 3. Pricing. Generally, you will have the right to set prices for the goods and services you offer and sell at your Shop. We will offer you our recommendations and advice about setting prices for your goods and services. If the law in your jurisdiction permits us to do so, we reserve the right to establish minimum or maximum prices, to implement system wide promotional pricing, and to establish specific prices for specific goods and services.

# Optional Assistance:

We have the discretion to provide you with the following assistance, but not the obligation:

- 1.

Advice.

We may provide advice and consultation services to you.

We may provide our recommendations on resolving operating problems you encounter.

We can establish and reserve the right to modify systems for administration, bookkeeping, accounting, and inventory control.

We do not assist you in hiring your employees.

If you request a level of assistance greater than what we provide to other franchisees or that requires us to make our staff present at your Shop, we have the right to charge you our then-current additional training fee, plus expenses. (Franchise Agreement Section 4.)

- 2.

Advertising.

We may make available to you from time to time advertising materials we prepare for use by BURNEY'S SWEETS & MORE franchisees generally.

We may also review advertisements that you propose to use.

We reserve the right to use our own funds from time to time to conduct advertising.

We have the sole discretion to determine the advertising products, media, source of advertising, and geographical markets for the advertising.

Question 14

What is the relationship between the Burneys Sweets More franchisor's training program in Item 11 and the franchisee's ability to effectively manage their finances and control costs?

Accepted Answer

We encourage but do not require you to personally supervise the franchised business, and prefer to select franchisees who favor and appear committed to a "hands on" and well-informed approach to the business. We strongly recommend that you devote a substantial amount of time to your BURNEY'S SWEETS & MORE Shop, whether or not you hire a manager. Franchisees who do not devote their full time and efforts to the establishment and operation of their Shops may have lower gross sales, higher operating costs and lesser name recognition in their areas than those franchisees who do devote their full efforts to the business. Examples of the types of functions which you might perform include supervision of employees, inventory checks, review of sales and food costs, bookkeeping and all reasonable efforts to ensure smooth and efficient operations.

The business must be directly supervised and managed by a person, identified to us and accepted by us, who has successfully completed our training program and passed a background check or for whom, based on his or her experience, we have waived these requirements

("Operations Manager"). The Operations Manager maybe you, if you are an individual, or a principal, if you are a legal entity. We do not require that your Operating Managers have any equity in the franchisee entity or receive any percentage of your revenues or profits. Your Operations Manager must be accepted by us and must execute a confidentiality and non-competition agreement similar to the one you will execute if you purchase a franchise from us.

Question 15

What is the relationship between the Burneys Sweets More franchisor's training program in Item 11 and the franchisee's ability to effectively manage their time and prioritize tasks?

Accepted Answer

We encourage but do not require you to personally supervise the franchised business, and prefer to select franchisees who favor and appear committed to a "hands on" and well-informed approach to the business. We strongly recommend that you devote a substantial amount of time to your BURNEY'S SWEETS & MORE Shop, whether or not you hire a manager. Franchisees who do not devote their full time and efforts to the establishment and operation of their Shops may have lower gross sales, higher operating costs and lesser name recognition in their areas than those franchisees who do devote their full efforts to the business. Examples of the types of functions which you might perform include supervision of employees, inventory checks, review of sales and food costs, bookkeeping and all reasonable efforts to ensure smooth and efficient operations.

Question 16

What is the relationship between the Burneys Sweets More franchisor's training program in Item 11 and the franchisee's ability to effectively resolve customer complaints and issues?

Accepted Answer

- (vii) Information. Franchisor shall communicate to Franchisee information relating to the operation of a BURNEY'S SWEETS & MORE Shop, and to the extent necessary or pertinent to the operation of the Shop, Franchisor's know-how, new developments, techniques and improvements in the areas of Shop management, employee training, marketing and food preparation and service.

Question 17

What is the relationship between the Burneys Sweets More franchisor's training program in Item 11 and the franchisee's ability to effectively manage their employees and create a positive work environment?

Accepted Answer

We encourage but do not require you to personally supervise the franchised business, and prefer to select franchisees who favor and appear committed to a "hands on" and well-informed approach to the business. We strongly recommend that you devote a substantial amount of time to your BURNEY'S SWEETS & MORE Shop, whether or not you hire a manager. Franchisees who do not devote their full time and efforts to the establishment and operation of their Shops may have lower gross sales, higher operating costs and lesser name recognition in their areas than those franchisees who do devote their full efforts to the business. Examples of the types of functions which you might perform include supervision of employees, inventory checks, review of sales and food costs, bookkeeping and all reasonable efforts to ensure smooth and efficient operations.

The business must be directly supervised and managed by a person, identified to us and accepted by us, who has successfully completed our training program and passed a background check or for whom, based on his or her experience, we have waived these requirements

("Operations Manager"). The Operations Manager maybe you, if you are an individual, or a principal, if you are a legal entity. We do not require that your Operating Managers have any equity in the franchisee entity or receive any percentage of your revenues or profits. Your Operations Manager must be accepted by us and must execute a confidentiality and non-competition agreement similar to the one you will execute if you purchase a franchise from us.

Question 18

What is the relationship between the Burneys Sweets More franchisor's training program in Item 11 and the franchisee's ability to effectively manage their marketing and advertising efforts?

Accepted Answer

on. If Franchisee requests

advice, information, or assistance at a level greater than what is provided to other franchisees, Franchisor reserves the right to charge Franchisee its then-current training fee; and

- (vii) Information. Franchisor shall communicate to Franchisee information relating to the operation of a BURNEY'S SWEETS & MORE Shop, and to the extent necessary or pertinent to the operation of the Shop, Franchisor's know-how, new developments, techniques and improvements in the areas of Shop management, employee training, marketing and food preparation and service.
- (b) Legal Expenses. Franchisor may in certain situations incur legal expenses while providing assistance to Franchisee with respect to, without limitation, lease negotiations, or other legal compliance issues. Such assistance may be at the request of Franchisee or required by Franchisor and may be provided by Franchisor in-house or by outside counsel; provided however, that Franchisor shall have the sole discretion as to whether or not to provide legal assistance.

Question 19

What is the relationship between the Burneys Sweets More franchisor's training program in Item 11 and the franchisee's ability to effectively manage their time and resources?

Accepted Answer

You (or if you are a corporate entity, one of your principals) must attend our initial training. If we approve your Shop to operate with an Operations Manager, at least the Operations Manager plus another manager must successfully complete the training program, unless we waive this requirement with respect to him or her. Other managers may attend, but you will be required to pay us for the attendance of any employees beyond your Operations Manager and you. We plan to conduct the training program on an as-needed basis. Initial training is conducted at our Elizabethtown, North Carolina location, and it generally spans a one-week period. You or a principal, and, if applicable, your Operations Manager, must complete the training program to our satisfaction before we will authorize you to open your Shop. We may in the future designate your Shop as an approved training facility for other franchisees. If so, you will be compensated at our then current reimbursement rate for any training you provide to new franchisees at our specific request in your capacity as a training facility.

If you buy the franchise from us, your initial franchise fee includes the cost of initial training for up to 2 persons pre-opening. You bear all indirect training costs and expenses, such as salary expenses of your employees and all expenses of travel, lodging, meals, and other living expenses you and your designees incur.

The exact amount of time spent on each part of the training will depend on the time required for mastery by the students participating in the training. All training is provided by Michael or

Gina Burney, who each have more than 8 years of experience operating a BURNEY'S SWEETS & MORE Shop.

Question 20

What is the relationship between the Burneys Sweets More franchisor's training program in Item 11 and the franchisee's ability to provide excellent customer service as described in Item 9?

Accepted Answer

If Franchisee requests
advice, information, or assistance at a level greater than what is provided to other franchisees, Franchisor reserves the right to charge Franchisee its then-current training fee; and
- (vii) Information. Franchisor shall communicate to Franchisee information relating to the operation of a BURNEY'S SWEETS & MORE Shop, and to the extent necessary or pertinent to the operation of the Shop, Franchisor's know-how, new developments, techniques and improvements in the areas of Shop management, employee training, marketing and food preparation and service.

Question 21

What is the relationship between the Burneys Sweets More franchisor's training program in Item 11 and the franchisee's obligation to properly train their employees as described in Item 9?

Accepted Answer

You (or if you are a corporate entity, one of your principals) must attend our initial training. If we approve your Shop to operate with an Operations Manager, at least the Operations Manager plus another manager must successfully complete the training program, unless we waive this requirement with respect to him or her. Other managers may attend, but you will be required to pay us for the attendance of any employees beyond your Operations Manager and you. We plan to conduct the training program on an as-needed basis. Initial training is conducted at our Elizabethtown, North Carolina location, and it generally spans a one-week period. You or a principal, and, if applicable, your Operations Manager, must complete the training program to our satisfaction before we will authorize you to open your Shop. We may in the future designate your Shop as an approved training facility for other franchisees. If so, you will be compensated at our then current reimbursement rate for any training you provide to new franchisees at our specific request in your capacity as a training facility.

If you buy the franchise from us, your initial franchise fee includes the cost of initial training for up to 2 persons pre-opening. You bear all indirect training costs and expenses, such as salary expenses of your employees and all expenses of travel, lodging, meals, and other living expenses you and your designees incur.

The exact amount of time spent on each part of the training will depend on the time required for mastery by the students participating in the training. All training is provided by Michael or

Gina Burney, who each have more than 8 years of experience operating a BURNEY'S SWEETS & MORE Shop.

The training program covers the following information:

TRAINING PROGRAM

| TASK | TIME FRAME | FORM OF HELP |
|---|---|---|
| Sign Franchise Agreement | 9-12 mos. before opening | Assistance from us |
| Conduct Site Research | 6-12 mos. before opening | Assistance from us |
| Complete Lease Negotiations | 4-6 mos. before opening | Assistance from us |
| Build out of Space | Begin 4-6 mos. before opening | Guidance from us |
| Attend training | 1-2 mos. before opening | Lectures and manuals. Training is only offered as needed. |
| Establish Vendor Relationships | 1-2 mos.

Question 22

What is the relationship between the initial franchise fee for Burneys Sweets More in Item 5 and the estimated initial investment range for the same fee in Item 7?

Accepted Answer

[Item 5: INITIAL FEES] # ITEM 5. INITIAL FEES The initial franchise fee to open a BURNEY'S SWEETS & MORE Shop is $20,000. This initial franchise fee includes training for you (or, if you are a corporate entity, for one of your principals) and your manager at our training facility. The initial franchise fee also includes one terminal for the approved point-of-sale system. The initial franchise fee is payable in lump sum and is due and fully earned at the time you sign the franchise agreement and is not refundable under any circumstances. During our last fiscal year, our initial franchise fee was uniformly applied. [Item 7: ESTIMATED INITIAL INVESTMENT] --- | TYPE OF EXPENDITURE | AMOUNT | | METHOD OF PAYMENT | WHEN DUE | TO WHOM PAYMENT IS MADE | |---|---|---|---|---|---| | | LOW | HIGH | | | | | PRE-OPENING COSTS1 | | | | | | | Initial Franchise Fee | $20,000 | $20,000 | Lump sum | Due on signing Franchise Agreement | Us |

Question 23

What is the relationship between the Burneys Sweets More trademarks listed in Item 13 and the franchisee's obligation to maintain brand standards as described in Item 9?

Accepted Answer

The trademarks and service marks listed below and any additional trademarks and service marks are referred to herein as the "Marks." Our Marks, and the marks you are to use as a Franchisee, include the "BURNEY'S SWEETS & MORE" trademark and trade name, which have been registered or filed with the United States Patent and Trademark Office ("USPTO") as follows:

Question 24

What is the relationship between the Burneys Sweets More trademarks listed in Item 13 and the franchisee's obligation to use those trademarks in accordance with the franchisor's guidelines as described in Item 9?

Accepted Answer

LS:

- A. Franchisor has expended time, money and effort to develop a unique system for operating limited-seating, fast-casual Shops emphasizing high-quality glazed and stuffed croissants, donuts, cakes, pies, cookies, other dessert items, coffee and other beverages. (The methods of operation, know how, experience and form of operation acquired, devised and/or established by Franchisor are referred to herein as the "System"; the chain of current and future BURNEY'S SWEETS & MORE Shops are referred to herein as the "Chain.")
- B. The distinguishing characteristics of the System include the name "BURNEY'S SWEETS & MORE," special recipes and menu items, including proprietary methods of preparation, and enhancing bakery products, unique interior and exterior building design and appearance and consistency, and uniformity of products and services, all of which may be improved, amended and further developed by Franchisor from time to time.
- C. Franchisor identifies its goods and services with certain service marks, trade names and trademarks, including, but not limited to, the "BURNEY'S SWEETS & MORE" trademark, as well as certain other trademarks, service marks, slogans, logos and emblems which have been and which may hereafter be designated by Franchisor for use in connection with the System (the "Marks").
- D. Franchisee desires to obtain a license from Franchisor for use of the Marks and the System solely for the operation of a business ("Franchised Business") at the location listed below (the "Shop"), and Franchisee desires to use the Marks, System, and other benefits derived from this license relationship strictly in accordance with the provisions set forth below.

NOW, THEREFORE, in consideration of the recitals and the mutual agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

# 1. Grant.

Franchisor hereby grants to Franchisee, on the terms and conditions contained in this Agreement, and Franchisee accepts from Franchisor, a license ("License") to establish, own, and operate under the System, one Shop at the location ("Location") specified in the Franchise Rider attached hereto as Attachment 1. Franchisee agrees to identify the Shop and all of the items

Franchisee sells or offers for sale only by the Marks. Franchisee has no right to use the System or the Marks for any purpose other than as expressly provided herein.

Pursuant to this grant, Franchisee, at its own expense, shall construct or remodel, and equip, staff, open and operate the Shop at the Location, in accordance with this Agreement. Unless otherwise agreed in a writing executed by Franchisor, Franchisee shall commence operating the Shop within one (1) year after the execution of this Agreement, and shall diligently operate such business in accordance with this Agreement for the Initial Term stated herein. Failure to timely open the Shop shall constitute an event of default under the Agreement.

Franchisee shall always operate the Shop in accordance with the terms of this Agreement, which terms expressly require compliance with the Brand Standards Manual (as defined in Section 11(i)) and Franchisor's standards and specifications. Franchisee covenants that during the Initial Term and any applicable Renewal Term, it will at all times faithfully, honestly and diligently perform its obligations under this Agreement, and that it will continuously exert its best efforts to promote and enhance the business of the Shop.

Franchisor and Franchisor's affiliates reserve any and all rights not expressly granted to Franchisee under this Agreement, including, without limitation, the right to sell anywhere (including within the protected Territory) products and services, (including to Franchisee's customers) under the "BURNEY'S SWEETS & MORE" name, or under any other name, through any channel of distribution other than a brick-and-mortar BURNEY'S SWEETS & MORE Shop in the protected Territory.

For the purposes of this Agreement, the use of the term "affiliate" shall mean an entity's subsidiary or parent and an entity controlled by, controlling, or under common control with, another entity.

# 2. Term, Expiration, and Additional License Period.

- (a) Initial Term. The initial term of this Agreement shall commence upon the execution of this Agreement, and shall expire at midnight on the day preceding the tenth (10th) annual anniversary date of the execution of this Agreement ("Initial Term"), unless this Agreement has been sooner terminated in accordance with the terms and conditions herein.
- (b) Additional License Periods. Upon expiration of the Initial Term, Franchisee will have the right to be granted a renewal of the License for two (2) additional consecutive periods of five (5) years from the date of expiration of the Initial Term (each renewal term referred to hereinafter as the "Renewal Term"), provided all of the following conditions have been met prior to the first Renewal Term or second Renewal Term, as applicable:
  - (i) Notice. Franchisee has given Franchisor written notice of its intent to renew the Franchise not less than nine (9) months nor more than twelve (12) months prior to the expiration of the Initial Term or first Renewal Term, as applicable.
  - (ii) Compliance. Franchisee is not in default of any of the provisions of this Agreement or any other agreement between Franchisee and Franchisor or its affiliates, both

at the time Franchisee gives notice of its intent to exercise its rights under the terms of this Section 2(b) and at the commencement of each Renewal Term.

- (iii) Debts Current.

Question 25

How does the Burneys Sweets More territory definition in Item 12 relate to the restrictions on sources of products and services in Item 8?

Accepted Answer

Authorized Distributors. You must purchase and use only goods, services, supplies, fixtures, equipment, inventory, and computer systems that meet our standards and specifications. We have developed and may develop additional standards and specifications for these items that we make available to you through the Brand Standards Manual, pre-opening materials, and other communications. You must comply with the changes after receiving notice from us. Your supplier of all the goods, services, supplies, fixtures, equipment, inventory, and computer systems must be a supplier that we approve or designate. We or our affiliate may be an approved or designated supplier. We reserve the right to revoke approval for any item or supplier for any reason, and you must cease to use the item or supplier upon 30 days' notice from us. Even with approved suppliers,

Unless we grant you prior approval, you must offer and sell products and services only onpremises from the BURNEY'S SWEETS & MORE Shop, and only in accordance with the requirements of the Franchise Agreement and the procedures set forth in the Brand Standards Manual. You must not offer or sell products or services through any other means or locations without our prior approval. For example, without prior approval, you may not sell goods by catering, mail order, catalog sales, computer, telemarketing, mobile application, internet sales, or delivery. You must only offer or sell products to retail customers for their use and consumption and not for resale. You may not advertise or market outside your Territory. We retain the right to control all online ordering.

The required purchase of products from the authorized suppliers will represent between 90% and 95% of your overall purchases in establishing your BURNEY'S SWEETS & MORE franchise. The required purchase of products from the authorized suppliers will represent between 90% and 95% of your overall purchases in operating a BURNEY'S SWEETS & MORE franchise. The cost as a percentage of revenue will vary depending on the product mix you sell to your clients, the revenue achieved by your business, and your business's cost structure.

Revenue Derived. During our last fiscal year ended December 31, 2024, we received $144,633 or approximately 40.26% of our total revenue of $359,246 from franchisee purchases from approved suppliers. For each order of food our franchisees purchase from our approved food supplier, we receive a flat fee per box of croissants purchased, plus a percentage of each franchisee's total order less the value of the purchased croissants.

Question 26

How does the territory granted to a Burneys Sweets More franchisee in Item 12 relate to the site selection obligations outlined in Item 9?

Accepted Answer

[Item 9: FRANCHISEE'S OBLIGATIONS]

| OBLIGATION | SECTION IN AGREEMENT | DISCLOSURE DOCUMENT ITEM |
|---|---|---|
| a. Site selection and | Franchise Agreement §§ 2(b)(ix), | Items 7, 8, and 11 |
| acquisition/lease | 6, and 10 |  |

[Item 12: TERRITORY]

You will receive a protected area that we designate in Attachment 1 to the Franchise Agreement ("Territory"). Typically, that Territory will be defined as the smaller of (i) an area consisting of a 10-mile radius from your accepted Shop location or (ii) an area surrounding your

accepted Shop that has a population of 20,000, as determined by the latest U.S. Census data or other data we deem reliable. We will use maps we deem reliable in determining your Territory.

[Item 22: CONTRACTS]

(a) Territory. Subject to the provisions of this Section 5, provided Franchisee is in compliance with its obligations under this Agreement, Franchisor agrees that during the Initial Term it will not establish and operate, nor license any party other than Franchisee to establish and operate, a BURNEY'S SWEETS & MORE Shop at a physical location within the territory set forth in Attachment 1 hereto (the "Territory"), except at Non-Traditional Locations, as defined below. Until such time as the Location is identified and agreed upon in the Franchise Rider or in the Site Selection Acceptance Letter (as defined in the Franchise Rider), no Territory will be

granted to Franchisee and Franchisor shall have the right to locate other franchises anywhere Franchisor determines without interfering with any territorial rights of Franchisee. Franchisee shall not solicit business from customers outside of its Territory without receiving Franchisor's prior, written permission. Notwithstanding the foregoing, Franchisor does not warrant or represent that no other BURNEY'S SWEETS & MORE shop will solicit or make any sales within the Territory, and Franchisee hereby expressly acknowledges and agrees that such solicitations or sales may occur within the Territory. Franchisor shall have no duty to protect Franchisee from any such sales, solicitations, or attempted sales. Franchisee recognizes and acknowledges that (i) it will compete with other BURNEY'S SWEETS & MORE shops which are now, or which may in the future be, located near or adjacent to Franchisee's Territory and (ii) that such shops may be owned by Franchisor, its affiliates, and/or third parties. Franchisee further acknowledges that only Franchisor shall be permitted to solicit business from customers by means of computerized or other electronic remote-entry ordering systems (such as, for example, the internet, phone, or mobile applications) capable of accepting orders placed from within or outside the Territory.

Question 27

How does the training mentioned in Item 5 for Burneys Sweets More relate to the more detailed training program described in Item 11?

Accepted Answer

- 6. Pre-Opening On-Site Assistance/Training. At about the time of opening we may, but are not obligated to, send an officer, staff member, or a designated franchisee or contractor to provide on-site training prior to or within 2 weeks after your opening and, if possible, to attend the opening of your Shop. If provided, our designee will assist you in putting the BURNEY'S SWEETS & MORE system into operation.

You (or if you are a corporate entity, one of your principals) must attend our initial training. If we approve your Shop to operate with an Operations Manager, at least the Operations Manager plus another manager must successfully complete the training program, unless we waive this requirement with respect to him or her. Other managers may attend, but you will be required to pay us for the attendance of any employees beyond your Operations Manager and you. We plan to conduct the training program on an as-needed basis. Initial training is conducted at our Elizabethtown, North Carolina location, and it generally spans a one-week period. You or a principal, and, if applicable, your Operations Manager, must complete the training program to our satisfaction before we will authorize you to open your Shop. We may in the future designate your Shop as an approved training facility for other franchisees. If so, you will be compensated at our then current reimbursement rate for any training you provide to new franchisees at our specific request in your capacity as a training facility.

If you buy the franchise from us, your initial franchise fee includes the cost of initial training for up to 2 persons pre-opening. You bear all indirect training costs and expenses, such as salary expenses of your employees and all expenses of travel, lodging, meals, and other living expenses you and your designees incur.

The exact amount of time spent on each part of the training will depend on the time required for mastery by the students participating in the training. All training is provided by Michael or
Gina Burney, who each have more than 8 years of experience operating a BURNEY'S SWEETS & MORE Shop.

Question 28

When is the Burneys Sweets More audit fee due?

Accepted Answer

| Name of Fee1                       | Amount                                                                                                                                                                                                    | Due Date                                                                                  | Remarks                                                                                                                                                                                                                                                                                                                                                                                                               |
|------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Audit Fee                          | The greater of $1,500 or actual cost of audit.                                                                                                                                                     | At once if audit shows 2% or greater underpayment.                                     | You also pay the underpayment, if any. We pay for the audit if underpayment is 2% or less.                                                                                                                                                                                                                                                                                                                   |

Source: Item 6 — OTHER FEES (FDD pages 11–17)

Question 29

When are Burneys Sweets More collection and interest charges due?

Accepted Answer

| Name of Fee1                       | Amount                                                                                                                                                                                                    | Due Date                                                                                  | Remarks                                                                                                                                                                                                                                                                                                                                                                                                               |
|------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Collection and Interest Charges | 10% or highest lawful rate if lower.                                                                                                                                                                   | Immediately if payments not made when due.                                             | This charge is in addition to other remedies such as late payment fees.                                                                                                                                                                                                                                                                                                                                         |

Source: Item 6 — OTHER FEES (FDD pages 11–17)

Question 30

After the termination of the Franchise Agreement, can a former Burneys Sweets More franchisee identify themselves as associated with Burneys Sweets More?

Accepted Answer

After the termination, expiration, or non-renewal of the Franchise Agreement, you may not, except with respect to businesses operated by you according to Franchise Agreements granted by us, at any time or in any manner identify yourself or any business as a franchisee or former franchisee of, or otherwise associated with, us or use in any manner or for any purpose any Mark or other distinguishing signs of our Shops or any colorable imitation of same.

Source: Item 13 — TRADEMARKS (FDD pages 35–37)

Question 31

After the termination of the Franchise Agreement, can a former Burneys Sweets More franchisee use the trademarks in any manner?

Accepted Answer

Your right to use the Marks is derived solely from Franchise Agreements entered into between you and us for the purpose of operating a BURNEY'S SWEETS & MORE business. You must follow our rules and regulations with respect to the use of the Marks. You may not use any Mark in connection with any business or activity, other than the business conducted by you pursuant to franchise agreements entered into between you and us, or in any other manner not explicitly authorized in writing by us. You cannot use any of the Marks or any other marks, names, or indicia of origin that are or may be confusingly similar to the Marks as part of a corporate name or other legal name. All usage of the Marks by you and any goodwill established from this usage is to our exclusive benefit. After the termination, expiration, or non-renewal of the Franchise Agreement, you may not, except with respect to businesses operated by you according to Franchise Agreements granted by us, at any time or in any manner identify yourself or any business as a franchisee or former franchisee of, or otherwise associated with, us or use in any manner or for any purpose any Mark or other distinguishing signs of our Shops or any colorable imitation of same.

Source: Item 13 — TRADEMARKS (FDD pages 35–37)

Question 32

Under what circumstances will Burneys Sweets More charge a franchisee for costs related to customer complaints?

Accepted Answer

RS' REPORT

|  | (z) Customer Service and Payments. Franchisee must follow the procedures for |
|---|---|
|  |  |
| involve discounting goods or services and other such measures that affect the Gross Sales and |  |
| profits of the Shop. Franchisor reserves the right to charge Franchisee for Franchisor’s costs to |  |
| respond and/or resolve a complaint by Franchisee’s |  |
| satisfactorily resolve.

Source: Item 23 — RECEIPT (FDD pages 50–199)

Question 33

According to the Burneys Sweets More Franchise Agreement, what happens if a location hasn't been determined when the agreement is executed?

Accepted Answer

Until such time as the Location is identified and agreed upon in the Franchise Rider or in the Site Selection Acceptance Letter (as defined in the Franchise Rider), no Territory will be
granted to Franchisee and Franchisor shall have the right to locate other franchises anywhere Franchisor determines without interfering with any territorial rights of Franchisee.

Source: Item 22 — CONTRACTS (FDD page 50)

Question 34

According to Burneys Sweets More, what is the potential impact of using estimates and assumptions in financial statements?

Accepted Answer

Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and revenues and expenses during the reporting period. Actual results could vary from the estimates that were used.

Source: Item 23 — RECEIPT (FDD pages 50–199)

Question 35

Can Burneys Sweets More add a party to an action without the franchisee's written consent?

Accepted Answer

xhibit L – Receipt

|  | JURY TRIAL AND CLASS ACTION WAIVER. FRANCHISOR AND |
|---|---|
| FRANCHISEE (AND FRANCHISEE’S OWNERS, AFFILIATES, AND GUARANTORS, |  |
| IF APPLICABLE) IRREVOCABLY WAIVE TRIAL BY JURY IN ANY ACTION |  |
| BROUGHT BY FRANCHISOR (AND ITS AFFILIATES, IF APPLICABLE) AND |  |
| FRANCHISEE (AND FRANCHISEE’S OWNERS, AFFILIATES, AND GUARANTORS, |  |
| IF APPLICABLE). NEITHER FRANCHISEE (AND FRANCHISEE’S OWNERS, |  |
| AFFILIATES, AND GUARANTORS, IF APPLICABLE) NOR FRANCHISOR SHALL |  |
| SEEK TO BRING AN ACTION AGAINST ANY OF THE OTHER PARTIES EITHER AS |  |
| A REPRESENTATIVE OF, OR ON BEHALF OF, ANY OTHER PERSON, CLASS, OR |  |
| ENTITY. NO ACTION SHALL ADD AS A PARTY, BY CONSOLIDATION, JOINDER, |  |
| OR IN ANY OTHER MANNER, ANY PERSON OR PARTY OTHER THAN |  |
| FRANCHISEE (AND FRANCHISEE’S OWNERS, AFFILIATES, AND GUARANTORS, |  |
| IF APPLICABLE) AND FRANCHISOR (AND ITS AFFILIATES, IF APPLICABLE) AND |  |
| ANY PERSON IN PRIVITY WITH, OR CLAIMING THROUGH, IN THE RIGHT OF, |  |
| OR ON BEHALF OF, THEM, UNLESS BOTH FRANCHISEE AND FRANCHISOR |  |
| CONSENT IN WRITING. FRANCHISOR HAS THE ABSOLUTE RIGHT TO REFUSE |  |
| SUCH CONSENT. FRANCHISEE (AND ITS OWNERS, GUARANTORS, AND |  |
| AFFILIATES, AS APPLICABLE) AGREES AND ACKNOWLEDGES THAT ANY |  |
| ACTION WILL BE CONSIDERED UNIQUE ON ITS FACTS AND SHALL NOT BE |  |
| BROUGHT AS A CLASS OR GROUP ACTION. FRANCHISEE (AND ITS OWNERS, |  |
| GUARANTORS, AND AFFILIATES, AS APPLICABLE) MAY NOT BRING ANY |  |
| ACTION ON A CLASS-WIDE BASIS (OR JOIN ANY THIRD-PARTY CLAIM).

Source: Item 23 — RECEIPT (FDD pages 50–199)

Question 36

Will Burneys Sweets More advise on additional topics related to the opening of a Burneys Sweets More Shop if requested?

Accepted Answer

- 5. Consultation Services. We are not required to provide you other supervision, assistance or services prior to the opening of your Shop. (Franchise Agreement Section 4.) However, if requested, we will advise on additional topics related to the opening of your Shop.
- 6. Pre-Opening On-Site Assistance/Training. At about the time of opening we may, but are not obligated to, send an officer, staff member, or a designated franchisee or contractor to provide on-site training prior to or within 2 weeks after your opening and, if possible, to attend the opening of your Shop. If provided, our designee will assist you in putting the BURNEY'S SWEETS & MORE system into operation.

At any time that you or any of your affiliates are in breach of the obligations under the Franchise Agreement, or any other agreement with us or any of our affiliates, we or our affiliate may defer the performance of our obligations under the Franchise Agreement (for example, our obligation to accept your site in a timely manner) or such other agreement, or defer the opening of your Shop, until you (or your affiliate's) breach has been cured. Our (or our affiliate's) exercise of that right will not constitute a waiver of our rights under the Franchise Agreement or such other agreement, including, without limitation, our (or our affiliate's) right to terminate the Franchise Agreement or such other agreement.

Source: Item 11 — FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING (FDD pages 25–33)

Question 37

Will Burneys Sweets More advise on additional topics related to the opening of the Shop if requested?

Accepted Answer

- 5. Consultation Services. We are not required to provide you other supervision, assistance or services prior to the opening of your Shop. (Franchise Agreement Section 4.) However, if requested, we will advise on additional topics related to the opening of your Shop.

Source: Item 11 — FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING (FDD pages 25–33)

Question 38

Does applicable law create an exception to the Burneys Sweets More franchisee's obligation to refrain from public disclosure of a security breach?

Accepted Answer

Except to the
extent required by applicable law, no public disclosure of any instance of such unauthorized
access or breach shall be made by Franchisee unless Franchisor has authorized the
provision of notice and the form of such notice in writing.

Source: Item 23 — RECEIPT (FDD pages 50–199)

Question 39

For Burneys Sweets More Associates who are not owners or guarantors of the franchisee, which state's laws govern matters arising under the Associate Agreement?

Accepted Answer

# 11) Governing Law; Jurisdiction and Venue.

- (i) If Associate is an owner or guarantor of Franchisee, the governing law and dispute resolution provisions of the Franchise Agreement shall apply to this Agreement.
- (ii) For Associates that are not an owner or guarantor of Franchisee, the following terms apply: The laws of North Carolina (without giving effect to its conflicts of law principles) govern all matters arising under and relating to this Agreement, including torts. In the event of a breach or threatened breach by Associate of this Agreement, Associate hereby irrevocably submits to the jurisdiction of the state and federal courts of North Carolina, and irrevocably agrees that venue for any action or proceeding shall be in the state and federal courts of North Carolina. Both parties waive any objection to the jurisdiction of these courts or to venue in the state and federal courts of North Carolina. Notwithstanding the foregoing, in the event that the laws of the state where Associate resides prohibit the aforesaid designation of jurisdiction and venue, then such other state's laws shall control.

Source: Item 22 — CONTRACTS (FDD page 50)

Question 40

For Burneys Sweets More Associates who are not owners or guarantors, which state's courts do they irrevocably submit to for jurisdiction in the event of a breach?

Accepted Answer

# 11) Governing Law; Jurisdiction and Venue.

- (i) If Associate is an owner or guarantor of Franchisee, the governing law and dispute resolution provisions of the Franchise Agreement shall apply to this Agreement.
- (ii) For Associates that are not an owner or guarantor of Franchisee, the following terms apply: The laws of North Carolina (without giving effect to its conflicts of law principles) govern all matters arising under and relating to this Agreement, including torts. In the event of a breach or threatened breach by Associate of this Agreement, Associate hereby irrevocably submits to the jurisdiction of the state and federal courts of North Carolina, and irrevocably agrees that venue for any action or proceeding shall be in the state and federal courts of North Carolina. Both parties waive any objection to the jurisdiction of these courts or to venue in the state and federal courts of North Carolina. Notwithstanding the foregoing, in the event that the laws of the state where Associate resides prohibit the aforesaid designation of jurisdiction and venue, then such other state's laws shall control.

Source: Item 22 — CONTRACTS (FDD page 50)

Question 41

Besides the franchised business, can a Burneys Sweets More franchisee use the trademarks in connection with any other business or activity?

Accepted Answer

Your right to use the Marks is derived solely from Franchise Agreements entered into between you and us for the purpose of operating a BURNEY'S SWEETS & MORE business. You must follow our rules and regulations with respect to the use of the Marks. You may not use any Mark in connection with any business or activity, other than the business conducted by you pursuant to franchise agreements entered into between you and us, or in any other manner not explicitly authorized in writing by us. You cannot use any of the Marks or any other marks, names, or indicia of origin that are or may be confusingly similar to the Marks as part of a corporate name or other legal name. All usage of the Marks by you and any goodwill established from this usage is to our exclusive benefit. After the termination, expiration, or non-renewal of the Franchise Agreement, you may not, except with respect to businesses operated by you according to Franchise Agreements granted by us, at any time or in any manner identify yourself or any business as a franchisee or former franchisee of, or otherwise associated with, us or use in any manner or for any purpose any Mark or other distinguishing signs of our Shops or any colorable imitation of same.

Source: Item 13 — TRADEMARKS (FDD pages 35–37)

Question 42

What is the 'Closing' date contingent upon for a Burneys Sweets More franchise transfer?

Accepted Answer

ent of Franchisor. Franchisor will consent to the Transfer, as provided in the Seller Franchise Agreement, and will release (a) Seller from any obligations arising under the Seller Franchise Agreement and (b) Seller Guarantors under any guaranty agreement (in each case except as described below) from and after the Effective Date; provided, however, such consent and release are expressly contingent upon compliance with the following terms and conditions on or before the date of the closing of the Transfer ("Closing"):
- a. Franchise Agreement. The Seller Franchise Agreement will terminate as of the Closing, and the operation of the Franchised Location will thereafter be governed by the Buyer Franchise Agreement;
- b. Payment of Amounts Due. Seller will pay all amounts due and owing to Franchisor through the date of Closing; including but not limited to past due royalty and advertising fees in the amount of \$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_;
- c. Transfer Fee. Seller shall pay a transfer fee of \$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ as provided in the Seller Franchise Agreement;
- d. Financial Statements. Seller will provide Franchisor with all required monthly financial statements for the Franchised Location through the date of Closing;
- e. Training. Buyer or Buyer's designated representative(s) shall have satisfactorily completed the initial training program as described in the Buyer Franchise Agreement prior to the Closing;
- f. Right to Possession.

Source: Item 23 — RECEIPT (FDD pages 50–199)

Question 43

What is the condition regarding the Buyer Franchise Agreement for Burneys Sweets More?

Accepted Answer

anchise Agreement. The Seller Franchise Agreement will terminate as of the Closing, and the operation of the Franchised Location will thereafter be governed by the Buyer Franchise Agreement;
- b. Payment of Amounts Due. Seller will pay all amounts due and owing to Franchisor through the date of Closing; including but not limited to past due royalty and advertising fees in the amount of \$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_;
- c. Transfer Fee. Seller shall pay a transfer fee of \$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ as provided in the Seller Franchise Agreement;
- d. Financial Statements. Seller will provide Franchisor with all required monthly financial statements for the Franchised Location through the date of Closing;
- e. Training. Buyer or Buyer's designated representative(s) shall have satisfactorily completed the initial training program as described in the Buyer Franchise Agreement prior to the Closing;
- f. Right to Possession. Buyer will provide satisfactory evidence to Franchisor that Buyer has the right to possession of the premises for the Franchised Location by way of lease assignment (with all required landlord consents) or otherwise;
- g. Site Selection Assistance.

Source: Item 23 — RECEIPT (FDD pages 50–199)

Question 44

What is the condition regarding the buyer loans for Burneys Sweets More?

Accepted Answer

- j.

Buyer Loans.

Buyer shall provide Franchisor with copies of all loan documents or loan commitments evidencing all debt taken on by Buyer in connection with the purchase of the Franchised Location; and

Source: Item 23 — RECEIPT (FDD pages 50–199)

Question 45

What is the condition regarding the financial statements for Burneys Sweets More?

Accepted Answer

Thompson, Price, Scott, Adams & Co., P.A. Post Office Box 1690 Bizabethtown, North Carolina 28337 Telephone (910) 862-8129 Fox (910) 862-8120 R. Bryon Scott, CPA Gregory S. Adams, CPA Alan W. Thompson, CPA

#### Independent Auditors' Report

To the Board of Directors and Shareholders of DMG Burney, Inc.

We have audited the accompanying financial statements of DMG Burney, Inc. (a North Carolina Corporation) which comprise of the balance sheets as of December 31, 2023 and 2022 and the related statements of income, retained earnings and cash flows for the years then ended and the related notes to the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of DMG Burney, Inc. as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years then ended in accordance with accounting principles generally accepted in the United States of America.

#### Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of DMG Burney, Inc. and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

#### Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about DMG Burney, Inc.'s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

Source: Item 23 — RECEIPT (FDD pages 50–199)

Question 46

What is the condition regarding the Franchised Location Possession for Burneys Sweets More?

Accepted Answer

- k. Franchised Location Possession. Prior to Closing and changing possession of the Franchised Location, Seller and Buyer shall obtain the written consent of Franchisor to change possession.

Source: Item 23 — RECEIPT (FDD pages 50–199)

Question 47

What is the condition regarding the payment of amounts due for Burneys Sweets More?

Accepted Answer

Accounts receivable are recorded at the amount the Company expects to collect on balances outstanding at year end. An allowance for doubtful accounts is recorded based on a combination of write-off history or any known troubled accounts. Accounts are monitored closely and delinquencies are determined based on payment history. Accounts are written off when they are determined to be uncollectible. Accounts receivable has not been reduced by an allowance at this time, all are deemed collectible by management.

Source: Item 23 — RECEIPT (FDD pages 50–199)

Question 48

What is the condition regarding the payment of past due amounts for Burneys Sweets More?

Accepted Answer

Accounts receivable are recorded at the amount the Company expects to collect on balances out-standing at year end. An allowance for doubtful accounts is recorded based on a combination of write-off history or any known troubled accounts. Accounts are monitored closely and delinquencies are determined based on payment history. Accounts are written off when they are determined to be uncollectible. Accounts receivable has not been reduced by an allowance at this time, all are deemed collectible by management.

Source: Item 23 — RECEIPT (FDD pages 50–199)

Question 49

What is the condition regarding the Purchase Agreement for Burneys Sweets More?

Accepted Answer

NDARDS MANUAL. |  |
with the terms and conditions of the "Purchase Agreement," a copy of which has been provided to Franchisor by Seller and Buyer. Seller and Buyer represent and warrant that the form of Purchase

2. Proposed Transfer. Buyer is purchasing the Interests from Seller in accordance

Agreement acknowledging its consent to the proposed Transfer.

Source: Item 23 — RECEIPT (FDD pages 50–199)

Question 50

What is the condition regarding the Purchase Agreement amendment for Burneys Sweets More?

Accepted Answer

This Agreement may not be modified or amended or any term hereof waived or discharged except in writing signed by the party against whom such amendment, modification, waiver or discharge is sought to be enforced.

Source: Item 23 — RECEIPT (FDD pages 50–199)

Question 51

What is the condition regarding the right to possession for Burneys Sweets More?

Accepted Answer

- f.

Right to Possession.

Buyer will provide satisfactory evidence to Franchisor that Buyer has the right to possession of the premises for the Franchised Location by way of lease assignment (with all required landlord consents) or otherwise;

Source: Item 23 — RECEIPT (FDD pages 50–199)

Question 52

What is the condition regarding the Seller Franchise Agreement for Burneys Sweets More?

Accepted Answer

lease of Guaranty. The Seller Franchise Agreement provides that the Transfer cannot take place without the consent of Franchisor. Franchisor will consent to the Transfer, as provided in the Seller Franchise Agreement, and will release (a) Seller from any obligations arising under the Seller Franchise Agreement and (b) Seller Guarantors under any guaranty agreement (in each case except as described below) from and after the Effective Date; provided, however, such consent and release are expressly contingent upon compliance with the following terms and conditions on or before the date of the closing of the Transfer ("Closing"):
- a. Franchise Agreement. The Seller Franchise Agreement will terminate as of the Closing, and the operation of the Franchised Location will thereafter be governed by the Buyer Franchise Agreement;
- b. Payment of Amounts Due. Seller will pay all amounts due and owing to Franchisor through the date of Closing; including but not limited to past due royalty and advertising fees in the amount of \$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_;
- c. Transfer Fee. Seller shall pay a transfer fee of \$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ as provided in the Seller Franchise Agreement;
- d. Financial Statements. Seller will provide Franchisor with all required monthly financial statements for the Franchised Location through the date of Closing;
- e. Training. Buyer or Buyer's designated representative(s) shall have satisfactorily completed the initial training program as described in the Buyer Franchise Agreement prior to the Closing;
- f. Right to Possession.

Source: Item 23 — RECEIPT (FDD pages 50–199)

Question 53

What is the condition regarding the site selection assistance for Burneys Sweets More?

Accepted Answer

- g.

Site Selection Assistance.

Buyer acknowledges and agrees that Franchisor has satisfied any and all obligations under the Buyer Franchise Agreement with respect to site selection and development assistance;

Source: Item 23 — RECEIPT (FDD pages 50–199)

Question 54

What is the condition regarding the termination of the Seller Franchise Agreement for Burneys Sweets More?

Accepted Answer

lease of Guaranty. The Seller Franchise Agreement provides that the Transfer cannot take place without the consent of Franchisor. Franchisor will consent to the Transfer, as provided in the Seller Franchise Agreement, and will release (a) Seller from any obligations arising under the Seller Franchise Agreement and (b) Seller Guarantors under any guaranty agreement (in each case except as described below) from and after the Effective Date; provided, however, such consent and release are expressly contingent upon compliance with the following terms and conditions on or before the date of the closing of the Transfer ("Closing"):
- a. Franchise Agreement. The Seller Franchise Agreement will terminate as of the Closing, and the operation of the Franchised Location will thereafter be governed by the Buyer Franchise Agreement;
- b. Payment of Amounts Due. Seller will pay all amounts due and owing to Franchisor through the date of Closing; including but not limited to past due royalty and advertising fees in the amount of \$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_;
- c. Transfer Fee. Seller shall pay a transfer fee of \$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ as provided in the Seller Franchise Agreement;
- d. Financial Statements. Seller will provide Franchisor with all required monthly financial statements for the Franchised Location through the date of Closing;
- e. Training. Buyer or Buyer's designated representative(s) shall have satisfactorily completed the initial training program as described in the Buyer Franchise Agreement prior to the Closing;
- f. Right to Possession. Buyer will provide satisfactory evidence to Franchisor that Buyer has the right to possession of the premises for the Franchised Location by way of lease assignment (with all required landlord consents) or otherwise;
- g. Site Selection Assistance. Buyer acknowledges and agrees that Franchisor has satisfied any and all obligations under the Buyer Franchise Agreement with respect to site selection and development assistance;
- h. Remodeling. Seller and Buyer shall ensure that all of the items reflected on the Pre-Sale Inspection which is attached hereto have been completed;
- i. Purchase Agreement.

Source: Item 23 — RECEIPT (FDD pages 50–199)

Question 55

What is the condition regarding the transfer fee for Burneys Sweets More?

Accepted Answer

\_\_\_\_\_\_\_\_\_;
- c. Transfer Fee. Seller shall pay a transfer fee of \$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ as provided in the Se

Source: Item 23 — RECEIPT (FDD pages 50–199)

Question 56

What are the conditions for a Burneys Sweets More franchisee to be eligible for renewal?

Accepted Answer

| PROVISION | SECTION IN AGREEMENT | SUMMARY |
|---|---|---|
| a. Length of the | Franchise Agreement § 2(a) | Initial term is 10 years. |
| franchise term |  |  |
| b. Renewal or extension of the term | Franchise Agreement §§ 2(b), 2(d) | Two 5-year renewal terms, provided you remain a franchisee in good standing. |
| c. Requirements for franchisee to renew or extend | Franchise Agreement §§ 2(b), 2(c) | You must be in good standing and exercise your option within a window of time. You must agree to the terms of the Franchise Agreement then being offered, make required upgrades to your Shop, secure a sufficiently long lease term, sign a release, and pay your renewal fee of $8,500. You must agree to the terms of the Franchise Agreement then being offered. You may be asked to sign a contract with materially |

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 41–46)

Question 57

What conditions must be met for the Burneys Sweets More franchisor to approve a transfer?

Accepted Answer

|    | PROVISION                                                                           | SECTION IN AGREEMENT                             | SUMMARY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|----|-------------------------------------------------------------------------------------|--------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| l. | Franchisor's approval of transfer by franchisee | Franchise Agreement § 13(c)(ii), 13(d), 13(e) | Except for limited circumstances, our prior written approval is required for all transfers. The franchise can be terminated for non compliance. We will not unreasonably withhold approval. |
|  | m. Conditions for Franchisor's approval of transfer | Franchise Agreement § 13(d), 13(e) | You must be in compliance with the Franchise Agreement, refurbish as we require, and execute a general release. Transferee must have a credit rating, moral character, reputation and business qualifications satisfactory to us, and must meet all then current requirements of new franchisees. Transferee must attend and successfully complete our initial training, and execute the Franchise Agreement and collateral agreements in the then-current form, including personal guarantees. If a sale is involved, you must offer us a 45-day right of first refusal and a transfer fee of 50% of the then-current initial franchise fee must be paid.

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 41–46)

Question 58

What is the consequence if the buyer fails to provide copies of all loan documents to Burneys Sweets More?

Accepted Answer

- j.

Buyer Loans.

Buyer shall provide Franchisor with copies of all loan documents or loan commitments evidencing all debt taken on by Buyer in connection with the purchase of the Franchised Location; and

- k. Franchised Location Possession. Prior to Closing and changing possession of the Franchised Location, Seller and Buyer shall obtain the written consent of Franchisor to change possession.

Source: Item 23 — RECEIPT (FDD pages 50–199)

Question 59

What is the consequence if the buyer fails to provide evidence of Franchised Location Possession to Burneys Sweets More?

Accepted Answer

ised Location; and

- k. Franchised Location Possession. Prior to Closing and changing possession of the Franchised Location, Seller and Buyer shall obtain the written consent of Franchisor to change possession.
- 4. Waiver of Right of First Refusal. Franchisor hereby waives any right of first refusal to purchase the Interests as it may have pursuant to the Seller Franchise Agreement.
- 5. Release of Franchisor.

Source: Item 23 — RECEIPT (FDD pages 50–199)

Question 60

What is the consequence if the Purchase Agreement is amended without Burneys Sweets More's prior written consent?

Accepted Answer

- i.

Purchase Agreement.

The Purchase Agreement will not be amended and the terms of the transaction thereunder will not be changed except with the prior written consent of Franchisor;

Source: Item 23 — RECEIPT (FDD pages 50–199)

Question 61

In the context of the Burneys Sweets More franchise agreement, what happens if there is a conflict between the terms of the agreement and the terms of the addendum?

Accepted Answer

| Effective | Date | ("Agreement")                                                                                     | between | DMG | BURNEY, | INC. | ("Franchisor") | and |
|-----------|------|---------------------------------------------------------------------------------------------------|---------|-----|---------|------|----------------|-----|
|           |      | ("Franchisee") is made as of the same date to amend and                                           |         |     |         |      |                |     |
|           |      | supplement certain terms and conditions of the Agreement. In the event of any conflict between    |         |     |         |      |                |     |
|           |      | the terms of the Agreement and the terms of this Addendum, the terms of this Addendum shall       |         |     |         |      |                |     |
|           |      | control. All capitalized terms not otherwise defined in this Addendum shall have their respective |         |     |         |      |                |     |
|           |      | meanings set forth in the Agreement.                                                              |         |     |         |      |                |     |

Source: Item 22 — CONTRACTS (FDD page 50)

Question 62

What criteria must a Burneys Sweets More transferee meet regarding credit rating to be approved?

Accepted Answer

|    | PROVISION                                                                           | SECTION IN AGREEMENT                             | SUMMARY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|----|-------------------------------------------------------------------------------------|--------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| l. | Franchisor's approval of transfer by franchisee | Franchise Agreement § 13(c)(ii), 13(d), 13(e) | Except for limited circumstances, our prior written approval is required for all transfers. The franchise can be terminated for non compliance. We will not unreasonably withhold approval. |
|  | m. Conditions for Franchisor's approval of transfer | Franchise Agreement § 13(d), 13(e) | You must be in compliance with the Franchise Agreement, refurbish as we require, and execute a general release. Transferee must have a credit rating, moral character, reputation and business qualifications satisfactory to us, and must meet all then current requirements of new franchisees. Transferee must attend and successfully complete our initial training, and execute the Franchise Agreement and collateral agreements in the then-current form, including personal guarantees. If a sale is involved, you must offer us a 45-day right of first refusal and a transfer fee of 50% of the then-current initial franchise fee must be paid. |

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 41–46)

Question 63

What is the deadline for completing remodeling and renovations for a Burneys Sweets More franchise if it is different than 60 days following the Effective Date?

Accepted Answer

ng. Franchisor reserves the right to require Franchisee to generally refurbish the Franchised Business and/or the Premises at Franchisee's expense, in order to conform to the building design, trade dress, color schemes and presentation of the Marks in a manner consistent with the then-current image for BURNEY'S SWEETS & MORE franchises, which include, without limitation, structural changes, installation of new materials and equipment, remodeling, redecoration, changing color schemes, and modifications and/or repairs to existing improvements. Such remodeling and re-equipping may include, without limitation, replacing worn out, obsolete, or dated equipment, fixtures, furnishings and signs;

structural modifications, redecorating; or purchasing more efficient or improved equipment. Franchisor may require Franchisee to perform remodeling and to purchase equipment at such times as Franchisor, in its sole discretion, deems necessary and reasonable; provided, that Franchisor may not require any remodeling requiring an expenditure in excess of Thirty Thousand Dollars (\$30,000) during the first two (2) years of the Initial Term unless the expenditure is necessary for menu item production as determined by Franchisor. FRANCHISEE ACKNOWLEDGES THAT EQUIPMENT, ALTERATIONS AND RENOVATIONS REQUIRED BY FRANCHISOR MAY INVOLVE SUBSTANTIAL ADDITIONAL INVESTMENT BY FRANCHISEE DURING THE INITIAL TERM. In the event of Franchisee's delay, refusal, or failure to make repairs or modifications to the Premises as specified by this Section 10(c), Franchisor or its agents may enter the Premises, without further notice and without liability for trespass or other tort and with Franchisee's complete cooperation, and remove, repair, and/or replace, at Franchisee's expense, any items which do not conform to Franchisor's then-current standards and specifications or which are not in conformity with Franchisee's obligation to maintain the Franchised Business and the Premises in the highest degree of repair and condition. In addition to any and all other remedies that Franchisor may have in law or in equity, Franchisee shall reimburse Franchisor for all out-ofpocket expenses incurred by Franchisor in connection with any refurbishing work performed by Franchisor pursuant to this Section 10(c), plus an administrative fee of fifteen percent (15%) of the total aggregate amount of expenses incurred by Franchisor.

Source: Item 22 — CONTRACTS (FDD page 50)

Question 64

What is the dependency between the Buyer Franchise Agreement and the Transfer for Burneys Sweets More?

Accepted Answer

lease of Guaranty. The Seller Franchise Agreement provides that the Transfer cannot take place without the consent of Franchisor. Franchisor will consent to the Transfer, as provided in the Seller Franchise Agreement, and will release (a) Seller from any obligations arising under the Seller Franchise Agreement and (b) Seller Guarantors under any guaranty agreement (in each case except as described below) from and after the Effective Date; provided, however, such consent and release are expressly contingent upon compliance with the following terms and conditions on or before the date of the closing of the Transfer ("Closing"):
- a. Franchise Agreement. The Seller Franchise Agreement will terminate as of the Closing, and the operation of the Franchised Location will thereafter be governed by the Buyer Franchise Agreement;
- b. Payment of Amounts Due. Seller will pay all amounts due and owing to Franchisor through the date of Closing; including but not limited to past due royalty and advertising fees in the amount of \$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_;
- c. Transfer Fee. Seller shall pay a transfer fee of \$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ as provided in the Seller Franchise Agreement;
- d. Financial Statements. Seller will provide Franchisor with all required monthly financial statements for the Franchised Location through the date of Closing;
- e. Training. Buyer or Buyer's designated representative(s) shall have satisfactorily completed the initial training program as described in the Buyer Franchise Agreement prior to the Closing;
- f. Right to Possession.

Source: Item 23 — RECEIPT (FDD pages 50–199)

Burneys_Sweets_More 2025 FDD FAQ