anding Agreement | Items 14 & 15 |

ITEM 10 FINANCING

SUMMARY OF FINANCING OFFERED

Circle K Store

We offer an Equipment/Construction Funding program to qualified franchisees for our Convenience Store offering. If you accept funding for your Store, we will use these funds to off-set the cost of equipment and construction at your Store and pay invoices on your behalf. The amount of funding offered to you will depend on whether your Circle K Store is a newly constructed store or conversion Circle K Store; however, the funding offered will not exceed the actual costs incurred. We will retain a security interest in each item of equipment purchased with Equipment/Construction Funding until the Convenience Store Franchise Agreement expires. Upon any such expiration, we will release our security interest. If the Convenience Store Franchise Agreement is terminated, you will (a) pay us the remaining net value of the equipment, which amount will reflect the unamortized portion of the Equipment/Construction Funding you receive, or, at our option, (b) grant us access to the Store so we can remove the equipment. Upon receipt of such payment, we will release our security interest in the equipment.

For a newly constructed Circle K Store, or the raze and rebuild of a Circle K Store, two levels of funding are available, which, for purposes of the calculation of Royalty Fees are referred to as "Level 2" funding amount and "Level 3" funding amount. The Level 2 funding amount of the Equipment/Construction Funding is up to $50 for each square foot of selling space your Store contains. The Level 3 funding amount of the Equipment/Construction Funding is up to $70 for each square foot of selling space your Store contains. TMC has the right to determine the square footage to establish the maximum amount of the funding.

For bay-conversions, store re-openings, store expansion projects, or conversions where TMC cannot adequately verify existing sales levels, two levels of funding are available, which for purposes of the calculation of Royalty Fees are referred to as "Level 2" funding amount and "Level 3" funding amount. The Level 2 funding amount of the Equipment/Construction Funding is up to $40 for each square foot of selling space your Store contains, capped at $90,000. The Level 3 funding amount of the Equipment/Construction Funding is up to $60 for each square foot of selling space your Store contains, capped at $135,000. TMC has the right to determine the square footage to establish the maximum amount of the funding.

For a conversion Store, the amount of the funding specified in the Equipment/Construction Funding Agreement is based on the verified annual amount of your existing convenience store's Gross Sales for the most recently completed 12-month period as determined by you and us. If your conversion Store's tobacco sales as a percentage of your total sales are substantially over the average for such percentage, your funding may be altered. In addition, TMC reserves the right to modify the amount of the funding if, subsequent to the parties' execution of the Equipment/Construction Funding Agreement but before the store is deemed open as a Circle K Store, the merchandise sales levels drop below the amount used by TMC to set the original funding amount. Otherwise, funding for conversion Stores is as follows:

Level 1 Funding for Existing C-Store

Level 2 Funding for Existing C-Store

Level 3 Funding for Existing C-Store

| Average Gross Sales (last 12 months) | Equipment/Construction Funding Available | |---|---| | $50,000 or less | Up to 0.5 times Gross Sales | | $50,001 to $75,000 | Up to 0.6 times Gross Sales | | $75,001 to $100,000 | Up to 0.7 times Gross Sales | | $100,000+ | Up to 0.75 times Gross Sales | In addition to our standard Equipment/Construction Funding, you may qualify for an additional up to $10,000 in funding if you qualify for and maintain in the Store a qualifying proprietary food service offering or third-party food service offering (such as Krispy Krunchy Chicken or Champs Chicken) that we pre-approve in writing and that complies with the terms of the applicable third-party license or other agreement pursuant to which you receive the right to operate such offering (the "Qualifying Food Offering"). If, for any reason, the Qualifying Food Offering is removed from your Store, you will be required to repay the $10,000 less the amortized portion for each month the Qualifying Food Offering was in full operation.

Funding offered for the renewal of an existing franchise agreement at an existing Circle K store will be based on our existing c-store program and corresponding funding levels. However, in certain circumstances we may offer more or less funding. The amount of funding offered to you will be determined by TMC at its sole discretion and will be provided to you prior to executing the renewal franchise agreement.

If you choose to accept the Equipment/Construction Funding from us, you will be required to execute the Equipment/Construction Funding Agreement attached as Exhibit 4 to the Convenience Store Franchise Agreement.

Regardless of the funding we offer to you, you may choose to accept any level of offered funding, or no funding. As described in greater detail in Item 6 above, if you are a single site operator, your monthly Royalty Fee will depend, in part, on the amount of funding you choose to accept. If you elect not to accept any funding from us, your monthly Royalty Fee will be 3.0% of Gross Sales. If you accept Level 1 funding, your monthly Royalty Fee will be 3.75% of Gross Sales. If you accept Level 2 funding, your monthly Royalty Fee will be 4.5% of Gross Sales. If you accept Level 3 funding, your monthly Royalty Fee will be 5.5% of Gross Sales. No matter the funding you accept from us, from and after opening of your Store, the monthly Royalty Fee will be the greater of (a) $1,000 or (b) the amount calculated as the applicable percentage of Gross Sales as set forth above and as described in more detail in Item 6.

As it relates to the equipment purchased using Equipment/Construction Funding, you, at your own cost and expense, shall (a) maintain the equipment in good repair and operating condition, (b) replace any equipment that is stolen, lost, destroyed or damaged beyond repair, which replacement equipment shall become our property, (c) replace any parts of the equipment which become worn out, lost, destroyed or damaged, which replacement parts shall become our property, (d) file the necessary tax returns and pay any property taxes associated with the equipment, and (e) obtain insurance coverage for the equipment as required by the terms of the Convenience Store Franchise Agreement.

Tax issues may arise with respect to receipt of funding from us. You are solely responsible for determining the proper tax treatment of the funding in consultation with your own tax advisor.