Under what conditions can the Carvel franchise agreement be amended?

20. Section 22.11 (Additional Terms; Inconsistent Terms): The following additional terms amend the applicable Sections of the Agreement:

• A. Recital D is deleted in its entirety and replaced with the following:

We refer to businesses that use the System and are identified by the Marks as "Businesses." We refer to Businesses that are primarily identified by the CINNABON SWIRL™ Mark and operate with some modifications that we specify to elements of the System used in a standard Business (which modifications are also part of the System) as "Swirl Businesses." You desire to obtain a license to use the System and the Marks to operate one Swirl Business, and we are willing to grant you a license to operate a Swirl Business, subject to the terms and conditions of this Agreement.

B. Section 1.1 (Grant of Franchise) is amended to add the following sentence:

B. Section 1.1 (Grant of Franchise) is amended to add the following sentence:

Subject to the terms of this Agreement, we grant to you, and you accept, a nonexclusive license to operate one Swirl Business using the Marks and the System (collectively, your "Franchised Business"). The Franchised Business will be operated only at the location specified in Schedule A (the "Accepted Location") or, if we have not yet accepted a site for the Franchised Business as of the date of this Agreement, at a location that we have accepted in accordance with this Agreement within the geographic area specified in Schedule A (the "Site Selection Area"). The Franchised Business must be operated at the Accepted Location in conjunction with a Cinnabon® franchised business (the "Co-Branded Franchise") that is operated by you in accordance with a Cinnabon® franchise agreement (the Co-Branded Agreement") between you and Cinnabon Franchisor SPV LLC (the "Co-Branded Franchisor"). The Franchised Business and the Co-Branded Franchise shall be co-branded using the Marks and the trademarks licensed to you by the Co-Branded Franchisor and shall be primarily identified by the CINNABON SWIRL™ Mark and trade dress.

C. Section 1.4 (Owners of Equity) is amended to add the following sentence:

You represent and warrant that the Franchisee and Owners under this Agreement are identical to, and throughout the Term will continue to be identical to, those under the Co-Branded Agreement.

D. Section 2.2 (Conditions for Renewal Term) is amended by adding the following numerette:

(v) Obtain the right from Co-Branded Franchisor to continue to operate the Co-Branded Franchise at the Accepted Location for the duration of the Renewal Term, which may require you to meet certain renewal conditions required by Co-Branded Franchisor, including signing a renewal Co-Branded Agreement.

E. Section 3 (Fees) is amended by adding the following as Section 3.8:

• 20. Section 22.11 (Additional Terms; Inconsistent Terms): The following additional terms amend the applicable Sections of the Agreement:
  • A. Section 1.1 (Grant of Franchise) is amended to add the following sentence:

Your Franchised Business shall operate as a Carvel® Hosted Express Shoppe, which shall sell a limited selection of Approved Products designated by us from within a facility operated by a third party (a "Hosted Express Shoppe"). The "Host Facility" shall mean the facility in which your Shoppe will be located.

• B. Section 2.1 (Initial Term) is deleted in its entirety and replaced with the following:
  • 2.1 Initial Term. The initial term of this Agreement (the "Initial Term") will begin on the Effective Date and will end 5 years from the date that your Franchised Business opens for business (the "Opening Date"), unless this Agreement is terminated sooner as provided in other sections of this Agreement.
• C. Section 2.2 (Renewal Term) is amended to delete the first sentence in its entirety and replace it with the following sentence:

We may, in our reasonable discretion, grant you one additional 5-year term (the "Renewal Term," and collectively, with the Initial Term, the "Term").

Your Franchised Business shall operate as a Carvel® Express Shoppe, which shall sell a limited selection of Approved Products designated by us (an "Express Shoppe").

• B. Section 2.1 (Initial Term) is deleted in its entirety and replaced with the following:
  • 2.1 Initial Term. The initial term of this Agreement (the "Initial Term") will begin on the Effective Date and will end 5 years from the date that your Franchised Business opens for business (the "Opening Date"), unless this Agreement is terminated sooner as provided in other sections of this Agreement.
• C. Section 2.2 (Renewal Term) is amended to delete the first sentence in its entirety and replace it with the following sentence:

We may, in our reasonable discretion, grant you one additional 5-year term (the "Renewal Term," and collectively, with the Initial Term, the "Term").

• 21. Section 22.11 (Additional Terms; Inconsistent Terms): The following additional terms amend the applicable Sections of the Agreement:
  • A. Section 3.5 (Interest) is amended to provide that, at our option, we may permit you to pay past due amounts and related interest by adding a surcharge on each gallon of our proprietary mix that you purchase, payable when you purchase the mix. If we permit you to pay past due amounts and interest by a surcharge, the surcharge will be calculated so as to liquidate the past due amount and applicable late charges within 120 days.
  • B. Section 4.3 (Catering Services and Delivery Services) is amended to provide that we do not currently require you to offer Catering Services, however, we reserve the right to require you to provide Catering Services in the future.

C. Section 18.1 (General Obligations) is amended to add that you must immediately return to us all molds related to the System.

In recognition of the requirements of the Maryland Franchise Registration and Disclosure Law, the Disclosure Document for Carvel Franchisor SPV LLC for use in the State of Maryland is amended as follows:

ITEM 5 INITIAL FEES

1. Based upon our financial condition, the Maryland Securities Commissioner has required a financial assurance. Therefore, all initial fees and payments owed by franchisees shall be deferred until we complete our pre-opening obligations under the Franchise Agreement. If a franchisee signs a Multi-Unit Addendum to a Franchise Agreement, all initial fees and payments owed by such franchisee under each of the Franchise Agreements that is subject to the Multi-Unit Addendum shall be deferred until we complete our pre-opening obligations under the applicable Franchise Agreement.

ITEM 17 RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION:

• 1. The general release required as a condition of renewal, sale, and/or assignment/transfer shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law.
• 1. Item 17.h. of this Disclosure Document is modified to add the following:

The Franchise Agreement provides for termination upon bankruptcy. This provision may not be enforceable under federal bankruptcy law (11 U.S.C. Section 101 et seq.), but we will enforce it to the extent enforceable.

1. Item 17.v. of this Disclosure Document is modified as follows:

You can enter into litigation with us in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law, as long as the nature of the litigation is not the type of dispute, controversy, claim, action or proceeding which would be subject to arbitration under the Franchise Agreement.

1. Any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within three years after the grant of the franchise.

MINNESOTA ADDENDUM TO DISCLOSURE DOCUMENT

In recognition of the requirements of the Minnesota Franchises Law, Minn. Stat. §§ 80C.01 through 80C.22, and of the Rules and Regulations promulgated thereunder by the Minnesota Commissioner of Commerce, Minn. Rules §§ 2860.0100 through 2860.9930, the Disclosure Document for Carvel Franchisor SPV LLC for the offer of franchises for use in the State of Minnesota is amended to include the following:

1. The following is added to the end of the "Summary" sections of Item 17(c), titled "Requirements for franchisee to renew or extend," and Item 17(m), entitled "Conditions for franchisor approval of transfer":

However, to the extent required by applicable law, all rights you enjoy and any causes of action arising in your favor from the provisions of Article 33 of the General Business Law of the State of New York and the regulations issued thereunder shall remain in force; it being the intent of this proviso that the non-waiver provisions of General Business Law Sections 687.4 and 687.5 be satisfied.

1. The following language replaces the "Summary" section of Item 17(d), titled "Termination by franchisee":

You may terminate the Franchise Agreement on any grounds available by law.

1. The following is added to the end of the "Summary" sections of Item 17(v), titled "Choice of forum", and Item 17(w), titled "Choice of law":

The foregoing choice of law should not be considered a waiver of any right conferred upon the franchisor or upon the franchisee by Article 33 of the General Business Law of State of New York.

NORTH DAKOTA ADDENDUM TO DISCLOSURE DOCUMENT

In recognition of the requirements of the North Dakota Franchise Investment Law, N.D. Cent. Code §§ 51-19-01 through 51-19-17, and the policies of the Office of State of North Dakota Securities Commission, the Disclosure Document for Carvel Franchisor SPV LLC for use in the State of North Dakota is amended as follows:

Source: Item 23 — Receipts (FDD pages 100–353)