Golden_Corral 2025 Franchise FAQ - FDD Ninja

Question 1

What is the duration of the non-compete period for a Golden Corral franchisee after termination or expiration of the agreement?

Accepted Answer

- 16.3 Non-Competition After Expiration or Termination of Agreement: Franchisee further covenants that, except as previously approved in writing by Franchisor, Franchisee shall not, for a continuous and uninterrupted period commencing upon the expiration or termination of this Agreement (regardless of the cause for termination) and continuing for the following described period(s) thereafter, directly or indirectly, for itself or through, on behalf of, or in conjunction with any person, legal entity, partnership, corporation or other person or entity which owns, is owned by, or is under common ownership with Franchisee, own, invest in, maintain, operate, engage in, lease to, be employed by, be a consultant to, or have any interest in any restaurant business offering for sale steak, buffet, salad bar, bakery and other items which had been offered by the franchised business, or which is a cafeteriastyle or buffet restaurant concept, which is, or is intended to be, located: (i) for a period of two (2) years at and/or within ten (10) miles of the Approved Location; and/or (ii) for a period of two (2) years within ten (10) miles of any Golden Corral® restaurant which is located, or intended to be located, within the same Designated Market Area (**"DMA"**) as the Approved Location if a Golden Corral advertising cooperative has been formed for such DMA; and/or (iii) for a period of one (1) year within ten (10) miles of any Golden Corral® restaurant within the United States of America.

- 16.4 Exceptions to Non-Compete Covenants: Sections 16.2 and 16.3 shall not apply to ownership by Franchisee or any Owner of less than a five percent (5%) beneficial interest in the outstanding equity securities of any corporation which is registered under the Securities and Exchange Act of 1934.

Source: Item 22 — CONTRACTS (FDD pages 84–85)

Question 2

As of January 1, 2025, how many franchised Golden Corral restaurants were in operation, including all building designs?

Accepted Answer

The following Tables present certain historical financial information for franchised Golden Corral Restaurants. The Tables exclude franchised Restaurants using a building design other than the GC-11S and GC-11M, because only those two designs have been available to new franchisees for the last several years (see Item 1). We had a total of 348 franchised Restaurants in operation at the end of our fiscal year on January 1, 2025, including Restaurants with other building designs.

Source: Item 19 — FINANCIAL PERFORMANCE REPRESENTATIONS (FDD pages 64–74)

Question 3

As of January 1, 2025, what states are represented in the provided list of Golden Corral franchisees?

Accepted Answer

| STATE | FRANCHISE ENTITY                                                                | RESTAURANT ADDRESS                                       | TELEPHONE      |
|-------|---------------------------------------------------------------------------------|----------------------------------------------------------|----------------|
| CA | WORLDEN CALIFORNIA, INC. | 390 W Main St, El Cajon, CA 92020 | (619) 922-6104 |
| CA | AMERICN INC | 18625 Dexter Ave, Lake Elsinore, CA 92532 | (951) 409-3010 |
| CA | SAN BERNARDINO GC LLC | 325 E Hospitality Lane, San Bernardino, CA 92408 | (909) 361-8882 |
| CA | GC BUFFET RESTAURANT LLC (Grace Su/Jinfu Shao) | 12125 Day Street, Building Q, Moreno Valley, CA 92557 | (951) 369-1024 |
| FL | MORNING STAR GC, LLC | 414A Mary Esther Cut Off NW, Fort Walton Beach, FL 32548 | (850) 244-6644 |
| LA | CAJUN GC, LLC | 3110 Ambassador Caffery Pkwy, Lafayette, LA 70506 | (337) 703-4507 |
| MS | YELLOWFINS IV, LLC | 988 Goodman Rd, Horn Lake, MS 38637 | (662) 510-8048 |
| NC | GC PARTNERS, INC. | 2226 Rockford St, Mt Airy, NC 27030 | (336) 786-1400 |

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 74–84)

Question 4

What was the total number of Golden Corral franchise transfers across all states in 2022?

Accepted Answer

| State | Year | Number of Transfers |
|---|---|---|
| Alaska | 2022 | 0 |
|  | 2023 | 1 |
|  | 2024 | 0 |
| Arkansas | 2022 | 1 |
|  | 2023 | 0 |
|  | 2024 | 0 |
| State | Year | Number of Transfers |
|---|---|---|
| California | 2022 | 1 |
|  | 2023 | 2 |
|  | 2024 | 4 |
| Florida | 2022 | 1 |
|  | 2023 | 1 |
|  | 2024 | 1 |
| Idaho | 2022 | 2 |
|  | 2023 | 0 |
|  | 2024 | 0 |
| Indiana | 2022 | 1 |
|  | 2023 | 0 |
|  | 2024 | 0 |
| Iowa | 2022 | 2 |
|  | 2023 | 0 |
|  | 2024 | 0 |
| Louisiana | 2022 | 0 |
|  | 2023 | 0 |
|  | 2024 | 1 |
| Michigan | 2022 | 1 |
|  | 2023 | 2 |
|  | 2024 | 0 |
| Mississippi | 2022 | 0 |
|  | 2023 | 0 |
|  | 2024 | 1 |
| Missouri | 2022 | 0 |
|  | 2023 | 1 |
|  | 2024 | 0 |
| Nebraska | 2022 | 1 |
|  | 2023 | 0 |
|  | 2024 | 0 |
| New York | 2022 | 0 |
| State | Year | Number of Transfers |
|---|---|---|
|  | 2023 | 1 |
|  | 2024 | 0 |
| North Carolina | 2022 | 0 |
|  | 2023 | 1 |
|  | 2024 | 1 |
| Ohio | 2022 | 1 |
|  | 2023 | 0 |
|  | 2024 | 0 |
| Oklahoma | 2022 | 3 |
|  | 2023 | 0 |
|  | 2024 | 0 |
| Tennessee | 2022 | 0 |
|  | 2023 | 1 |
|  | 2024 | 0 |
| Texas | 2022 | 0 |
|  | 2023 | 2 |
|  | 2024 | 0 |
| Wisconsin | 2022 | 1 |
|  | 2023 | 0 |
|  | 2024 | 0 |
| West Virginia | 2022 | 0 |
|  | 2023 | 1 |
|  | 2024 | 0 |
| Total | 2022 | 15 |
|  | 2023 | 13 |
|  | 2024 | 8 |

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 74–84)

Question 5

What is the total number of on-the-job training hours for Tier 2 In-Store Training at Golden Corral?

Accepted Answer

| Subject | Hours of Classroom Training | Hours of On‐the‐Job Training | Location |
|---|---|---|---|
| Introduction and Orientation | 0 | 4 | An existing Golden Corral Restaurant. See Note |
| Management Routines - Opening/Running/Closing the Restaurant | 0 | 80 | An existing Golden Corral Restaurant. See Note |
| Managing Food | 0 | 20 | An existing Golden Corral Restaurant. See Note |
| Managing Labor | 0 | 20 | An existing Golden Corral Restaurant. See Note |
| Inventory & Receiving | 0 | 20 | An existing Golden Corral Restaurant. See Note |
| Hiring/Scheduling | 0 | 20 | An existing Golden Corral Restaurant. See Note |
| Guest Service | 0 | 20 | An existing Golden Corral Restaurant. See Note |
| ROIP/Ecosure Audits | 0 | 10 | An existing Golden Corral Restaurant. See Note |
| Management Skills eLearning | 0 | 10 | An existing Golden Corral |
| Course |  |  | Restaurant. See Note |
| ServeSafe® course and test | 9 | 0 | An existing Golden Corral Restaurant. Class taught online. |
| Virtual Classes: 5 Killers of Productivity; Guest Service Bar Diagrams Part 1 and 2; Leadership Coaching; Employee Relations; | 4.5 | 15 | An existing Golden Corral Restaurant. Classes taught by instructors from the Training Center |
| Subject | Hours of Classroom Training | Hours of On‐the‐Job Training | Location |
| Tier 2 Final Evaluation (Opening, Running, Closing Assessment) | 0 | 10 | An existing Golden Corral Restaurant. See Note |
| Tier 2 Training Evaluation | 0 | 2 | An existing Golden Corral |
| (Online) |  |  | Restaurant. See Note |
| Tier 2 Candidate | 0 | 4 | An existing Golden Corral |
| Assessments |  |  | Restaurant. See Note |
| Food School | 0 | 4 | An existing Golden Corral Restaurant. See Note |
| TOTALS | 13.5 | 239 |  |

Source: Item 11 — FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING (FDD pages 32–48)

Question 6

What was the total number of Golden Corral outlets at the end of 2024?

Accepted Answer

| Outlet Type      | Year | Outlets at the Start of the Year | Outlets at the End of the Year | Net Change |
|------------------|------|-------------------------------------|-----------------------------------|------------|
| Franchised       | 2022 | 355                                 | 358                               | 3          |
|                  | 2023 | 358                                 | 352                               | -6         |
|                  | 2024 | 352                                 | 348                               | -4         |
| Company-Owned    | 2022 | 4                                   | 4                                 | 0          |
|                  | 2023 | 4                                   | 3                                 | -1         |
|                  | 2024 | 3                                   | 3                                 | 0          |
| Total | 2022 | 359 | 362 | 3 |
| Outlets |  |  |  |  |
|                  | 2023 | 362                                 | 355                               | ‐7         |
|                  | 2024 | 355                                 | 351                               | ‐4         |

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 74–84)

Question 7

What is the total on-the-job training time for Tier 2 in-store training at Golden Corral?

Accepted Answer

| Subject | Hours of Classroom Training | Hours of On‐the‐Job Training | Location |
|---|---|---|---|
| Introduction and Orientation | 0 | 4 | An existing Golden Corral Restaurant. See Note |
| Management Routines - Opening/Running/Closing the Restaurant | 0 | 80 | An existing Golden Corral Restaurant. See Note |
| Managing Food | 0 | 20 | An existing Golden Corral Restaurant. See Note |
| Managing Labor | 0 | 20 | An existing Golden Corral Restaurant. See Note |
| Inventory & Receiving | 0 | 20 | An existing Golden Corral Restaurant. See Note |
| Hiring/Scheduling | 0 | 20 | An existing Golden Corral Restaurant. See Note |
| Guest Service | 0 | 20 | An existing Golden Corral Restaurant. See Note |
| ROIP/Ecosure Audits | 0 | 10 | An existing Golden Corral Restaurant. See Note |
| Management Skills eLearning | 0 | 10 | An existing Golden Corral |
| Course |  |  | Restaurant. See Note |
| ServeSafe® course and test | 9 | 0 | An existing Golden Corral Restaurant. Class taught online. |
| Virtual Classes: 5 Killers of Productivity; Guest Service Bar Diagrams Part 1 and 2; Leadership Coaching; Employee Relations; | 4.5 | 15 | An existing Golden Corral Restaurant. Classes taught by instructors from the Training Center |
| Subject | Hours of Classroom Training | Hours of On‐the‐Job Training | Location |
| Tier 2 Final Evaluation (Opening, Running, Closing Assessment) | 0 | 10 | An existing Golden Corral Restaurant. See Note |
| Tier 2 Training Evaluation | 0 | 2 | An existing Golden Corral |
| (Online) |  |  | Restaurant. See Note |
| Tier 2 Candidate | 0 | 4 | An existing Golden Corral |
| Assessments |  |  | Restaurant. See Note |
| Food School | 0 | 4 | An existing Golden Corral Restaurant. See Note |
| TOTALS | 13.5 | 239 |  |

Source: Item 11 — FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING (FDD pages 32–48)

Question 8

In which year were the most Golden Corral outlets transferred from franchisees to new owners?

Accepted Answer

| State | Year | Number of Transfers |
|---|---|---|
| Alaska | 2022 | 0 |
|  | 2023 | 1 |
|  | 2024 | 0 |
| Arkansas | 2022 | 1 |
|  | 2023 | 0 |
|  | 2024 | 0 |
| State | Year | Number of Transfers |
|---|---|---|
| California | 2022 | 1 |
|  | 2023 | 2 |
|  | 2024 | 4 |
| Florida | 2022 | 1 |
|  | 2023 | 1 |
|  | 2024 | 1 |
| Idaho | 2022 | 2 |
|  | 2023 | 0 |
|  | 2024 | 0 |
| Indiana | 2022 | 1 |
|  | 2023 | 0 |
|  | 2024 | 0 |
| Iowa | 2022 | 2 |
|  | 2023 | 0 |
|  | 2024 | 0 |
| Louisiana | 2022 | 0 |
|  | 2023 | 0 |
|  | 2024 | 1 |
| Michigan | 2022 | 1 |
|  | 2023 | 2 |
|  | 2024 | 0 |
| Mississippi | 2022 | 0 |
|  | 2023 | 0 |
|  | 2024 | 1 |
| Missouri | 2022 | 0 |
|  | 2023 | 1 |
|  | 2024 | 0 |
| Nebraska | 2022 | 1 |
|  | 2023 | 0 |
|  | 2024 | 0 |
| New York | 2022 | 0 |
| State | Year | Number of Transfers |
|---|---|---|
|  | 2023 | 1 |
|  | 2024 | 0 |
| North Carolina | 2022 | 0 |
|  | 2023 | 1 |
|  | 2024 | 1 |
| Ohio

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 74–84)

Question 9

What are all the fees a Golden Corral franchisee might pay, considering both the initial fees in Item 5 and the other fees in Item 6?

Accepted Answer

[Item 5: INITIAL FEES]

## **ITEM 5 INITIAL FEES**

## **Development Fee**

If you sign a Development Agreement, you will pay us a development fee equal to $20,000 times the number of Restaurants you commit to develop. Your Development Agreement will specify both the number and type (either GC 11-S or GC-11M) of Restaurants you must open during the mutually agreed-upon time frame. The development fee is due when you sign the Development Agreement and is non-refundable, even if you do not open any Restaurants. However, if you are in full compliance with your development obligations under your Development Agreement, Golden Corral will credit $20,000 towards the initial franchise fee payable under the Franchise Agreement for each Restaurant required by the Development Agreement.

## **Franchise Fee**

## A. Franchise Agreements Signed Under a Development Agreement

If you have a Development Agreement, you will pay our then-current initial franchise fee for each required Restaurant as you develop them. As of the date of this disclosure document, our initial franchise fee is $50,000. Depending on the form of Development Agreement you signed, you will pay us either $25,000 or $15,000 when you sign the Franchise Agreement, with the remaining balance of the franchise fee due 14 days before the opening of the Restaurant. As described above in this Item, a portion of your development fee will be credited against the remaining balance of the initial franchise fee. The initial franchise fee is non-refundable.

## B. Franchise Agreements Signed Without a Development Agreement

The initial franchise fee, regardless of building design, is $50,000, payable as follows: $20,000 when you sign the Franchise Agreement, $15,000 when we notify you of site approval for the Restaurant, and $15,000 at least 14 days before opening the Restaurant. The initial franchise fee is non-refundable. In 2024, all franchisees who signed a Franchise Agreement without a Development Agreement paid an initial franchise fee of $50,000, except for franchisees who obtained franchises for an initial term shorter than the standard 15 years and thus paid prorated initial franchise fees.

## **Incentive Programs**
[Item 6: OTHER FEES]
---

## Notes:

- 1. Unless otherwise noted, all fees are non-refundable, payable to us or our affiliate, and uniformly imposed on all franchisees receiving this offering. Unless otherwise noted, the fees and expenses are for franchisees, and not developers.
- 2. "**Gross Sales**" is defined as all receipts from the sale of food, beverages, and merchandise or services in or from the Restaurant and all other income of every kind and nature related to the Restaurant and/or generated or initiated from the Restaurant premises (including off-premises catering, vending machine, electronic or other game machine receipts and employee meals at discounted sales prices), whether for cash or credit, and regardless of collection in the case of credit. "Gross Sales" does not include refunds or any sales taxes or other taxes collected by you for transmittal to the appropriate taxing authorities.
- 3 This expense is payable if an audit reveals an understatement of 3% or more of the amount due Golden Corral. We have not as yet audited any franchisee and, thus, have no prior experience on which to make an estimate. Costs could range from $2,000 to $20,000.
- 4. This fee applies to initial training offered to any additional manager after we have trained the number of initial managers required for each Restaurant. We also have the right to require your managers to attend additional training programs as well as to charge a fee for these programs. Please see Item 11 for details about this expense.
- 5. Golden Corral will not charge for the first two site evaluations per Restaurant. We have not as yet charged a fee for evaluating a site and, thus, have no prior experience on which to make an estimate. Your fee will reimburse us for our reasonable expenses, and we will not make any profit. We would not anticipate that the cost would exceed $10,000.

*[Remainder of page intentionally left blank]*

---
[Item 5: INITIAL FEES]

## **Incentive Programs**

We have an incentive program to encourage expansion by franchisees that have owned and operated a Golden Corral restaurant for at least one year as of December 31, 2024. Eligible franchisees who sign a new Development Agreement by April 15, 2026 will pay the standard development fee, but will pay an initial franchise fee of only $15,000 for each Restaurant required by that Development Agreement that is under construction within 18 months of executing the Development Agreement. If the Restaurant is not under construction within eighteen (18) months, the franchise fee for that Restaurant will be our then-current standard initial franchise fee.

In addition, our New Development Incentive Program offers financial incentives for the development of new Restaurants under Development Agreements, both those in effect as of the date of this disclosure document and for new Development Agreements and sitespecific Franchise Agreements signed by July 31, 2025 (unless we elect to extend the deadline). The incentives under this program do not affect the initial franchise fee, however; please see Items 8 and 11 for details. The New Development Incentive Program is not available for re-openings of existing Restaurants that were previously closed (due to COVID-19 or otherwise), relocations of existing Restaurants on the same or adjacent parcel of land, or for any Golden Corral-approved ghost kitchen operation.

Incentive programs cannot be combined, and additional restrictions may apply. We may discontinue particular incentive programs at any time without notice.

## **VetFran Program**

Golden Corral is a member of the International Franchise Association (IFA) and participates in IFA's VetFran Program, which encourages franchisors to provide special financial incentives to honorably discharged military veterans or wounded warriors. Our program applies to any veteran or returning service member who qualifies and signs either a Development Agreement or Franchise Agreement to develop a Restaurant. We offer a 50% discount ("Veteran Discount") of the initial franchise fee to individuals who qualify. If the new franchisee is a corporation, limited liability company, or other entity, then the Veteran Discount applies if one or more eligible Veterans own more than 50% of the new franchisee.

## **Pre‐Opening Purchases**

In addition to the franchise fee and development fee, you must pay us or our affiliate for the pre-opening purchases of goods and services.

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

We do charge a fee for training additional managers (see Item 6). As of the date of this disclosure document, the training fee is the cost of training materials, which is currently $205.

---
[Item 22: CONTRACTS]

## **4. FEES**

In consideration of the franchise granted herein, Franchisee shall pay to Franchisor all of the fees described below:

- 4.1 Initial Franchise Fee: Franchisee shall pay an initial franchise fee of Fifty Thousand Dollars ($50,000) payable as follows:
- 4.2 Royalty Fee: Franchisee shall also pay a continuing weekly royalty fee during the term of this Agreement in an amount equal to four percent (4%) of the gross sales of the Restaurant, as defined in Section 4.7 hereof.

- 4.3 Marketing Fee: Franchisee shall also expend or contribute weekly on advertising, two percent (2%) of its gross sales or such greater amount, up to a maximum of six percent (6%), in the manner to be determined by Franchisor, as described in Section 11 hereof.

Question 10

How does the initial franchise fee for a Golden Corral franchise in Item 7 compare to the development fee described in Item 5?

Accepted Answer

INITIAL FEES**

## **Development Fee**

If you sign a Development Agreement, you will pay us a development fee equal to \$20,000 times the number of Restaurants you commit to develop. Your Development Agreement will specify both the number and type (either GC 11-S or GC-11M) of Restaurants you must open during the mutually agreed-upon time frame. The development fee is due when you sign the Development Agreement and is non-refundable, even if you do not open any Restaurants. However, if you are in full compliance with your development obligations under your Development Agreement, Golden Corral will credit \$20,000 towards the initial franchise fee payable under the Franchise Agreement for each Restaurant required by the Development Agreement.

## **Franchise Fee**

## A. Franchise Agreements Signed Under a Development Agreement

If you have a Development Agreement, you will pay our then-current initial franchise fee for each required Restaurant as you develop them. As of the date of this disclosure document, our initial franchise fee is \$50,000. Depending on the form of Development Agreement you signed, you will pay us either \$25,000 or \$15,000 when you sign the Franchise Agreement, with the remaining balance of the franchise fee due 14 days before the opening of the Restaurant. As described above in this Item, a portion of your development fee will be credited against the remaining balance of the initial franchise fee. The initial franchise fee is non-refundable.

## B.

Question 11

How does the initial franchise fee for a Golden Corral franchise in Item 7 compare to the potential for generating a high level of customer satisfaction within the Development Area defined in Item 12?

Accepted Answer

For Restaurants that qualify for our New Development Incentive Program, you may be eligible for a marketing credit for your new Restaurant opening; please see Item 11.

The estimate in the table includes the costs of employing these individuals and the transportation, food, lodging, and other expenses associated with their status as your employees, as described in Item 11.

Golden Corral also retains the right to conduct research, negotiations and related work as we deem appropriate regarding any potential site within the Development Area, including: (a) identifying and entering into contracts or agreements related to a potential purchase, lease or other acquisition of a site; (b) negotiating terms of a potential transaction for property located within the Development Area; and (c) applying for and/or procuring surveys, engineering and environmental studies, architectural and engineering plans, and building and construction permits. If we secure a site within the Development Area that meets our then-current standards and site requirements for development of a Golden Corral Restaurant, we will notify you and provide information about the site on a confidential basis (but not any information or analysis about projected revenues or earnings with respect to the operation of a Restaurant at the site).

Question 12

How does the initial franchise fee for a Golden Corral franchise in Item 7 compare to the potential for generating a positive cash flow within the first year of operation?

Accepted Answer

igned Without a Development Agreement

The initial franchise fee, regardless of building design, is \$50,000, payable as follows: \$20,000 when you sign the Franchise Agreement, \$15,000 when we notify you of site approval for the Restaurant, and \$15,000 at least 14 days before opening the Restaurant. The initial franchise fee is non-refundable. In 2024, all franchisees who signed a Franchise Agreement without a Development Agreement paid an initial franchise fee of \$50,000, except for franchisees who obtained franchises for an initial term shorter than the standard 15 years and thus

Question 13

How does the initial franchise fee for a Golden Corral franchise in Item 7 compare to the potential for generating a sustainable competitive advantage within the Development Area defined in Item 12?

Accepted Answer

INITIAL FEES**

## **Development Fee**

If you sign a Development Agreement, you will pay us a development fee equal to \$20,000 times the number of Restaurants you commit to develop. Your Development Agreement will specify both the number and type (either GC 11-S or GC-11M) of Restaurants you must open during the mutually agreed-upon time frame. The development fee is due when you sign the Development Agreement and is non-refundable, even if you do not open any Restaurants. However, if you are in full compliance with your development obligations under your Development Agreement, Golden Corral will credit \$20,000 towards the initial franchise fee payable under the Franchise Agreement for each Restaurant required by the Development Agreement.

## **Franchise Fee**

## A. Franchise Agreements Signed Under a Development Agreement

If you have a Development Agreement, you will pay our then-current initial franchise fee for each required Restaurant as you develop them. As of the date of this disclosure document, our initial franchise fee is \$50,000. Depending on the form of Development Agreement you signed, you will pay us either \$25,000 or \$15,000 when you sign the Franchise Agreement, with the remaining balance of the franchise fee due 14 days before the opening of the Restaurant. As described above in this Item, a portion of your development fee will be credited against the remaining balance of the initial franchise fee. The initial franchise fee is non-refundable.

## B. Franchise Agreements Signed Without a Development Agreement

The initial franchise fee, regardless of building design, is \$50,000, payable as follows: \$20,000 when you sign the Franchise Agreement, \$15,000 when we notify you of site approval for the Restaurant, and \$15,000 at least 14 days before opening the Restaurant. The initial franchise fee is non-refundable. In 2024, all franchisees who signed a Franchise Agreement without a Development Agreement paid an initial franchise fee of \$50,000, except for franchisees who obtained franchises for an initial term shorter than the standard 15 years and thus paid prorated initial franchise fees.

## **Incentive Programs**

We have an incentive program to encourage expansion by franchisees that have owned and operated a Golden Corral restaurant for at least one year as of December 31, 2024. Eligible franchisees who sign a new Development Agreement by April 15, 2026 will pay the standard development fee, but will pay an initial franchise fee of only \$15,000 for each Restaurant required by that Development Agreement that is under construction within 18 months of executing the Development Agreement. If the Restaurant is not under construction within eighteen (18) months, the franchise fee for that Restaurant will be our then-current standard initial franchise fee.

In addition, our New Development Incentive Program offers financial incentives for the development of new Restaurants under Development Agreements, both those in effect as of the date of this disclosure document and for new Development Agreements and sitespecific Franchise Agreements signed by July 31, 2025 (unless we elect to extend the deadline). The incentives under this program do not affect the initial franchise fee, however; please see Items 8 and 11 for details. The New Development Incentive Program is not available for re-openings of existing Restaurants that were previously closed (due to COVID-19 or otherwise), relocations of existing Restaurants on the same or adjacent parcel of land, or for any Golden Corral-approved ghost kitchen operation.

Incentive programs cannot be combined, and additional restrictions may apply. We may discontinue particular incentive programs at any time without notice.

## **VetFran Program**

Golden Corral is a member of the International Franchise Association (IFA) and participates in IFA's VetFran Program, which encourages franchisors to provide special financial incentives to honorably discharged military veterans or wounded warriors. Our program applies to any veteran or returning service member who qualifies and signs either a Development Agreement or Franchise Agreement to develop a Restaurant. We offer a 50% discount ("Veteran Discount") of the initial franchise fee to individuals who qualify. If the new franchisee is a corporation, limited liability company, or other entity, then the Veteran Discount applies if one or more eligible Veterans own more than 50% of the new franchisee.

## **Pre‐Opening Purchases**

In addition to the franchise fee and development fee, you must pay us or our affiliate for the pre-opening purchases of goods and services.

Question 14

How does the initial franchise fee for a Golden Corral franchise in Item 7 compare to the potential return on investment within the Development Area defined in Item 12?

Accepted Answer

and environmental studies, architectural and engineering plans, and building and construction permits. If we secure a site within the Development Area that meets our then-current standards and site requirements for development of a Golden Corral Restaurant, we will notify you and provide information about the site on a confidential basis (but not any information or analysis about projected revenues or earnings with respect to the operation of a Restaurant at the site). We will also furnish a summary of all fees, costs and expenses we have incurred in connection with our activities.

Question 15

How does the initial franchise fee for a Golden Corral franchise in Item 7 relate to the ongoing royalty payments described in Item 6, in terms of overall financial burden?

Accepted Answer

responsibilities and duties under this Agreement to any designee(s) of its choosing; provided, however, that the right of final approval of all advertising programs, as set forth in Section 11, shall be retained at all times by Franchisor.

## **4. FEES**

In consideration of the franchise granted herein, Franchisee shall pay to Franchisor all of the fees described below:

- 4.1 Initial Franchise Fee: Franchisee shall pay an initial franchise fee of Fifty Thousand Dollars (\$50,000) payable as follows:
- 4.1.1 Twenty Thousand Dollars (\$20,000) which Franchisor acknowledges receipt upon execution of this Agreement;
- 4.1.2 Fifteen Thousand Dollars (\$15,000) which Franchisee shall pay upon being notified by Franchisor of site approval for the Restaurant, except when this Agreement

is granted pursuant to an Area Development Agreement, Fifteen Thousand Dollars (\$15,000) shall also be paid upon execution of this Agreement; and,

4.1.3 Fifteen Thousand Dollars (\$15,000) which Franchisee shall pay at least fourteen (14) days prior to opening the Restaurant.

The initial franchise fee (and each portion thereof) described in this Section 4.1 shall be deemed fully earned and non-refundable in consideration for, among other things, the administrative and other expenses incurred by Franchisor in furnishing assistance and services to Franchisee and for Franchisor's lost future royalties or deferred opportunity to franchise others; and

- 4.2 Royalty Fee: Franchisee shall also pay a continuing weekly royalty fee during the term of this Agreement in an amount equal to four percent (4%) of the gross sales of the Restaurant, as defined in Section 4.7 hereof.
- 4.3 Marketing Fee: Franchisee shall also expend or contribute weekly on advertising, two percent (2

Question 16

How does the initial investment for a Golden Corral franchise in Item 7 relate to the ongoing royalty fees described in Item 6?

Accepted Answer

[Item 6: OTHER FEES]

## Notes:

- 2. "**Gross Sales**" is defined as all receipts from the sale of food, beverages, and merchandise or services in or from the Restaurant and all other income of every kind and nature related to the Restaurant and/or generated or initiated from the Restaurant premises (including off-premises catering, vending machine, electronic or other game machine receipts and employee meals at discounted sales prices), whether for cash or credit, and regardless of collection in the case of credit. "Gross Sales" does not include refunds or any sales taxes or other taxes collected by you for transmittal to the appropriate taxing authorities.

Question 17

How does the opening advertising fee for a Golden Corral franchise in Item 6 compare to the ongoing advertising obligations outlined in Item 9?

Accepted Answer

be made available to you.

## **Additional Advertising**

## 1. Grand Opening Advertising

In addition to the advertising described above, you must conduct a pre- and postopening advertising campaign in the manner we require. You do not have to spend more than \$10,000 for this pre-opening advertising campaign or more than \$5,000 for the postopening campaign. The post-opening campaign will cover the first 90 days after the opening. (Franchise Agreement, Section 11.4)

If you participate in our New Development Incentive Program and you open a new Restaurant within the program deadline, we will reimburse up to \$5,000 of your costs for marketing relating to the opening of the new Restaurant. To qualify, the marketing expenses must be incurred within 120 days of opening and you must submit verification of the expenses.

## 2. Directory Advertising

In addition to the advertising described above, you must obtain listings and place advertisements in any directories and other media that we specify, at your expense. You must maintain an adequate supply of brochures or other materials in the Restaurant, displayed as we direct from time to time (Franchise Agreement, Section 11.5).

## 3. Franchisee-Initiated Local Advertising

You may conduct additional advertising at your own expense. We consider advertising to include various forms of electronic and print media, (i.e. television, radio, cable, billboards, newspapers and magazines), as well as in-Restaurant point-of-sale materials, but not the costs of discounted or promotional meals. Your advertising must conform to our standards and specifications. We must approve samples of advertising materials before you use them. If you do not receive written disapproval from us within 15 days after we receive the samples, you may assume that we have approved the samples, and can use the advertising unless and until we advise you to stop (Franchise Agreement, Section 11.7).

## 4.

Question 18

What is the relationship between the Development Fee for a Golden Corral franchise in Item 5 and the Initial Franchise Fee in Item 7?

Accepted Answer

INITIAL FEES**

## **Development Fee**

If you sign a Development Agreement, you will pay us a development fee equal to \$20,000 times the number of Restaurants you commit to develop. Your Development Agreement will specify both the number and type (either GC 11-S or GC-11M) of Restaurants you must open during the mutually agreed-upon time frame. The development fee is due when you sign the Development Agreement and is non-refundable, even if you do not open any Restaurants. However, if you are in full compliance with your development obligations under your Development Agreement, Golden Corral will credit \$20,000 towards the initial franchise fee payable under the Franchise Agreement for each Restaurant required by the Development Agreement.

## **Franchise Fee**

## A. Franchise Agreements Signed Under a Development Agreement

If you have a Development Agreement, you will pay our then-current initial franchise fee for each required Restaurant as you develop them. As of the date of this disclosure document, our initial franchise fee is \$50,000. Depending on the form of Development Agreement you signed, you will pay us either \$25,000 or \$15,000 when you sign the Franchise Agreement, with the remaining balance of the franchise fee due 14 days before the opening of the Restaurant. As described above in this Item, a portion of your development fee will be credited against the remaining balance of the initial franchise fee. The initial franchise fee is non-refundable.

Question 19

Does Golden Corral charge a fee for additional manager training, and under what circumstances does this fee apply?

Accepted Answer

crease over time, no more than 7% per year.      |

| Type of Fee                | Amount                                                                                                                                                                                                                                   | Due Date                                         | Remarks                                                                                                                                                                                                |
|----------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Transfer Fee | Franchisees pay 5% of the then-current initial franchise fee. Developers pay the greater of 5% of the aggregate development fee paid by the selling developer or our costs to review the proposed transfer | Before transfer | We do not impose a fee for transfers from a partnership or sole proprietorship to a corporation in which the former partners or sole proprietors own all of the outstanding stock |
| Securities Offering | The greater of our reasonable costs and expenses to review the securities offering or \$10,000 | 30 days before the start date of the offering | You must obtain our prior approval for all securities offerings |
| Renewal Fee | Then-current initial franchise fee divided by number of years in the initial term under the then-current franchise agreement, multiplied by five | When signing Franchise Agreement for renewal | Developers have no renewal rights |
| Audit by Franchisor | Our actual cost of Audit | As incurred | See Note 3 |
| Late Fee for Overdue | \$75.00 | As incurred |  |
| Payments |  |  |  |
| Interest on Overdue Payments | Lesser of 1.5% per month (calculated daily) or maximum legal rate | As incurred | Interest payments on overdue amounts are in addition to other remedies available to Golden Corral |
| Additional Training | \$205 (for training materials) | Before training | See Note 4.

Source: Item 6 — OTHER FEES (FDD pages 12–19)

Question 20

If a Golden Corral franchisee elects to serve alcohol, what is required regarding a liquor license?

Accepted Answer

We currently permit, but do not require, serving alcohol in your Restaurant. If you elect to serve alcohol, or if we make it a requirement, you must obtain a liquor license and any other comparable permits, licenses and authorizations from the government bodies having jurisdiction (federal, state and local) or otherwise necessary for such use of the premises (the "**Liquor License**"). You must keep your Liquor License in full force and effect at all times that you serve alcoholic beverages on the premises of the Restaurant.

Source: Item 1 — THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES (FDD pages 5–8)

Question 21

If the Operations Principal is not working as a full-time certified manager in a Golden Corral restaurant, for how long must the Area Developer employ an additional manager?

Accepted Answer

8.1.1. If for any period occurring after the opening of any Restaurant to be developed pursuant to this Development Agreement the Operations Principal is not working as a full-time certified manager in such Restaurant pursuant to Section 6 of the Franchise Agreement, then Area Developer shall throughout the term of this Agreement and any Franchise Agreement executed pursuant to this Development Agreement employ at each Restaurant developed under this Agreement not less than one (1) additional manager in excess of the minimum number of managers otherwise required for Restaurants of that type and level of sales, which manager shall be required to successfully complete Franchisor's training program for certified managers. In addition to the foregoing and if so required by Franchisor, upon the opening of the fifth (5th) Golden Corral Restaurant under management control of Area Developer (or an affiliate), Area Developer shall also employ an individual responsible for the multi-unit supervision of Golden Corral restaurants operated by Area Developer or its affiliates, which multi-unit supervisor shall also be required to attend and successfully complete Franchisor's training program for certified managers.

Source: Item 22 — CONTRACTS (FDD pages 84–85)

Question 22

Is Golden Corral's ability to offer franchises in a state dependent on complying with franchise investment laws?

Accepted Answer

In recognition of the requirements of the California Franchise Investment Law, Cal. Corp. Code §§ 31000-31516, and the California Franchise Relations Act, Cal. Bus. & Prof. Code §§ 20000- 20043, the Franchise Disclosure Document of Golden Corral Franchising Systems, Inc. is amended as follows for use in the State of California:

- 1. Our website, http://www.goldencorral.net, has not been reviewed or approved by the California Department of Financial Protection and Innovation. Any complaints concerning the content of the website may be directed to the California Department of Financial Protection and Innovation at www.dfpi.ca.gov.
  - 2. Item 3, "Litigation," is amended to add the following:

Pursuant to California law, this Item does not include any information regarding the arrest of any person(s) that did not result in a conviction or plea of nolo contendere.

Neither we, nor any person identified in Item 2 above, is subject to any currently effective order of any national securities association or national securities exchange (as defined in the Securities and Exchange Act of 1934, 15 U.S.C. § 78a, et seq.) suspending or expelling such person from membership in such association or exchange.

3. Item 17, "Renewal, Termination, Transfer and Dispute Resolution," is amended to add the following:

The following notices are required by the State of California to be included in this disclosure document whenever an applicable provision is included in a Franchise Agreement. We reserve the right to attempt to enforce all of the provisions listed below in which we indicate that "this provision may not be enforceable under California law."

California Business and Professions Code Sections 20000 through 20043 provide rights to the franchisee concerning termination, transfer or non-renewal of a franchise. If the Franchise Agreement contains a provision that is inconsistent with the law, the law will control.

Source: Item 23 — RECEIPTS (FDD pages 85–304)

Question 23

According to the Golden Corral Development Agreement, what is the dependency between the Development Agreement and the Franchise Agreement?

Accepted Answer

of the development fee for each restaurant shall be credited toward the initial franchise fee payable at the time each Franchise Agreement is executed pursuant to the Development Schedule, which initial franchise fee payment credit shall be fully earned when credited and non-refundable.

## **3. DEVELOPMENT OBLIGATIONS**

- 3.1. Execution of Franchise Agreement: Area Developer shall execute the then current form of Franchise Agreement for each Restaurant site approved by Franchisor in the Development Area as hereinafter provided. The Franchise Agreement for each Restaurant developed hereunder shall be the then current form of Franchise Agreement and the amendment(s) thereto, if any, being offered generally by Franchisor for such restaurant design at the time each such Franchise Agreement is executed. The current form of Franchise Agreement being offered by Franchisor as of the date hereof is the Franchise Agreement attached hereto as Exhibit B. The Franchise Agreement for each Restaurant shall be executed by Area Developer and submitted to Franchisor within fifteen (15) days of receipt of the applicable Franchise Agreement.
- 3.2. Site Selection and Management Orientation: Prior to Area Developer's acquisition by lease or purchase of any site for a Restaurant but within ninety (90) days after the execution of this Agreement, Area Developer shall complete and submit to Franchisor, in form(s) as may be specified by Franchisor, a feasibility study regarding Area Developer's proposed costs of development, construction and operation of a Golden Corral restaurant on the Proposed Site, the description of the proposed site and such information or materials as Franchisor may reasonably require, together with a letter of intent or other evidence satisfactory to Franchisor which confirms Area Developer's favorable prospects for obtaining the site. Franchisor shall have up to sixty (60) days after receipt of the feasibility study, the description of the proposed site and other information and materials to approve or disapprove, in its sole discretion, each proposed site for a Restaurant. Notwithstanding anything contained in this Development Agreement to the contrary, Area Developer must acquire by lease or purchase a location approved by Franchisor at the earlier of one hundred eighty (180) days after the execution of this Agreement or six (6) months before the scheduled opening date of the first Restaurant as set forth in the Development Schedule, and

thereafter must acquire a location approved by Franchisor not less than six (6) months prior to the date each respective Restaurant is required to be opened pursuant to the Development Schedule.

- 3.3.

Source: Item 22 — CONTRACTS (FDD pages 84–85)

Question 24

According to the Golden Corral Franchise Agreement, what happens if the termination provisions in Section 6 are inconsistent with Section 19 of the Illinois Franchise Disclosure Act of 1987?

Accepted Answer

6.6 If any of the provisions of this Section 6 concerning termination are inconsistent with Section 19 of the Illinois Franchise Disclosure Act of 1987, the Illinois law shall apply.

Source: Item 23 — RECEIPTS (FDD pages 85–304)

Question 25

According to the Michigan Disclosure Addendum, under what circumstances is Golden Corral required to compensate a franchisee for inventory, supplies, equipment, fixtures, and furnishings if they refuse to renew the franchise?

Accepted Answer

- (D) A PROVISION THAT PERMITS A FRANCHISOR TO REFUSE TO RENEW A FRANCHISE WITHOUT FAIRLY COMPENSATING THE FRANCHISEE BY REPURCHASE OR OTHER MEANS FOR THE FAIR MARKET VALUE, AT THE TIME OF EXPIRATION, OF THE FRANCHISEE'S INVENTORY, SUPPLIES, EQUIPMENT, FIXTURES, AND FURNISHINGS.

PERSONALIZED MATERIALS WHICH HAVE NO VALUE TO THE FRANCHISOR AND INVENTORY, SUPPLIES, EQUIPMENT, FIXTURES, AND FURNISHINGS NOT REASONABLY REQUIRED IN THE CONDUCT OF THE FRANCHISED BUSINESS ARE NOT SUBJECT TO COMPENSATION.

THIS SUBSECTION APPLIES ONLY IF: (i) THE TERM OF THE FRANCHISE IS LESS THAN 5 YEARS; AND (ii) THE FRANCHISEE IS PROHIBITED BY THE FRANCHISE OR OTHER AGREEMENT FROM CONTINUING TO CONDUCT SUBSTANTIALLY THE SAME BUSINESS UNDER ANOTHER TRADEMARK, SERVICE MARK, TRADE NAME, LOGOTYPE, ADVERTISING, OR OTHER COMMERCIAL SYMBOL IN THE SAME AREA SUBSEQUENT TO THE EXPIRATION OF THE FRANCHISE OR THE FRANCHISEE DOES NOT RECEIVE AT LEAST 6 MONTHS ADVANCE NOTICE OF FRANCHISOR'S INTENT NOT TO RENEW THE FRANCHISE.

Source: Item 23 — RECEIPTS (FDD pages 85–304)

Question 26

According to the Virginia Disclosure Addendum, what constitutes 'reasonable cause' for Golden Corral to cancel a franchise agreement in Virginia?

Accepted Answer

In recognition of the requirements of the Virginia Retail Franchising Act, the Franchise Disclosure Document of Golden Corral Franchising Systems, Inc. is amended as follows for use in the Commonwealth of Virginia:

Item 17 (h), entitled "'Cause' defined – non-curable defaults," is amended to add the following:

Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisor to cancel a franchise without reasonable cause. If any grounds for default or termination stated in the Franchise Agreement does not constitute "reasonable cause," as that term may be defined in the Virginia Retail Franchising Act or the laws of Virginia, that provision may not be enforceable.

Source: Item 23 — RECEIPTS (FDD pages 85–304)

Question 27

Can Golden Corral own, acquire, establish, or operate other restaurant concepts within the Development Area, according to the Development Agreement?

Accepted Answer

acquire, establish and/or operate, and franchise others to establish and operate, other restaurant concepts now or hereinafter offered by Franchisor, as well as businesses under proprietary marks other than the Proprietary Marks or other systems, whether such restaurant concepts or businesses are similar to or different from the Restaurant, at any location within or outside the Development Area; and (iii) to sell or distribute, at retail or wholesale, directly or indirectly, or license others to sell or distribute, any products under any proprietary marks, including the Proprietary Marks. Also excluded from the Development Area is any location within three (3) miles of an existing Golden Corral restaurant. Franchisor retains the right to establish and operate, and to license others to establish and operate at such existing restaurant facility or any other restaurant location within such three (3) mile excluded territory, and regardless of the proximity to or financial impact on the Development Area and/or any Restaurant established or to be established pursuant to this Development Agreement except to the extent, if any, where the Protected Territory of a Franchise Agreement executed pursuant to this Development Agreement grants exclusive rights for a prescribed distance from an existing franchise restaurant that would specifically limit such rights. Upon the execution of a Franchise Agreement for an approved site in a specific submarket identified by a segmentation map or otherwise within the Development Area, any rights Area Developer may have to exclusivity for future additional development in that submarket shall cease and the territorial protection for that submarket, if any, shall be determined by the applicable Franchise Agreement for the approved location.

Source: Item 22 — CONTRACTS (FDD pages 84–85)

Question 28

What actions are considered a breach of the Golden Corral Management Information Systems/POS agreement that would allow the customer to terminate and receive a refund?

Accepted Answer

- (c) All Monthly Help Desk Fees paid at the commencement of the Term or any renewal term are non-refundable, even upon a termination of this Agreement, except in the event of (i) termination by Customer following a breach of this Agreement by GCC not cured within the time provided or (ii) in the event GCC is prevented from providing the substantial majority of the Services to Customer under this Agreement by a force majeure event affecting GCC as described in paragraph 8(b) which cannot be remedied by GCC within sixty (60) days of its occurrence; and in either such event the amount to be refunded to Customer shall be the amount determined by multiplying the Monthly Help Desk Fee paid by Customer described in paragraph 4(a) by the ratio that the number of days remaining in the contract month bears to 30.

Source: Item 23 — RECEIPTS (FDD pages 85–304)

Question 29

Does Golden Corral always register its disclosure document as a 'franchise' in the listed states?

Accepted Answer

d thereunder by the Minnesota Commissioner of Commerce are met independently without reference to this Amendment.

IN WITNESS WHEREOF, the parties hereto have duly executed, sealed, and delivered this Minnesota Amendment to the Area Development Agreement on the same date as the Area Development Agreement was executed.

GOLDEN CORRAL FRANCHISING SYSTEMS, INC.

| By: |                                                |
|-----|------------------------------------------------|
|     | R. Chappell Phillips, Executive Vice President |
|     | Email: chappell.phillips@goldencorral.net      |
|     | AREA DEVELOPER                                 |
| By: |                                                |
|     | Name/Title:                                    |
|     | Email:                                         |

### **New York Disclosure Addendum**

In recognition of the requirements of the New York General Business Law, Article 33, Sections 680 through 695, and of the regulations promulgated thereunder (N.Y. Comp. Code R. & Regs. tit. 13, §§ 200.1 through 201.16), the Franchise Disclosure Document of Golden Corral Franchising Systems, Inc. is amended as follows for use in the State of New York:

INFORMATION COMPARING FRANCHISORS IS AVAILABLE. CALL THE STATE ADMINISTRATORS LISTED IN EXHIBIT A OR YOUR PUBLIC LIBRARY FOR SOURCES OF INFORMATION. REGISTRATION OF THIS FRANCHISE BY NEW YORK STATE DOES NOT MEAN THAT NEW YORK STATE RECOMMENDS IT OR HAS VERIFIED THE INFORMATION IN THIS DISCLOSURE DOCUMENT. IF YOU LEARN THAT ANYTHING IN THE DISCLOSURE DOCUMENT IS UNTRUE, CONTACT THE FEDERAL TRADE COMMISSION AND THE NEW YORK STATE DEPARTMENT OF LAW, BUREAU OF INVESTOR PROTECTION AND SECURITIES, 28 LIBERTY STREET, 21ST FLOOR, NEW YORK, NEW YORK 10005.

THE FRANCHISOR MAY, IF IT CHOOSES, NEGOTIATE WITH YOU ABOUT ITEMS COVERED IN THE DISCLOSURE DOCUMENT. HOWEVER, THE FRANCHISOR CANNOT USE THE NEGOTIATING PROCESS TO PREVAIL UPON YOU TO ACCEPT TERMS WHICH ARE LESS FAVORABLE THAN THOSE SET FORTH IN THIS DISCLOSURE DOCUMENT.

#### Item 3, "Litigation," additional disclosure:

Neither we, nor any of our predecessors, nor any person identified in Item 2 above, nor any affiliate offering franchises under our trademark:

- a. Has any administrative, criminal, or material civil action pending against that person alleging a felony, a violation of a franchise, antitrust, or securities law, fraud, embezzlement, fraudulent conversion, misappropriation of property, unfair or deceptive practices, or comparable civil or misdemeanor allegations. There are no pending actions, other than routine litigation incidental to the business, which are significant in the context of the number of franchises and the size, nature or financial condition of the System or its business operations.
- b. Has been convicted of a felony or pleaded *nolo contendere* to a felony charge or, within the ten-year period immediately preceding the date of this disclosure document, has been convicted of or pleaded *nolo contendere* to a misdemeanor charge or has been the subject of a civil action alleging violation of a franchise, antifraud or securities law, fraud, embezzlement, fraudulent conversion or misappropriation of property, or unfair or deceptive practices or comparable allegations.
- c. Is subject to a currently effective injunctive or restrictive order or decree relating to the franchise or under any federal, state, or Canadian franchise, securities, antitrust, trade regulation, or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange (as defined in the Securities and Exchange Act of 1934) suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent.

#### Item 4, "Bankruptcy," additional disclosure:

Except as described in this Item, neither we, our affiliates, our predecessors, officers, or general partners, during the ten year period immediately before the date of the disclosure document: (a) filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or any foreign bankruptcy laws; (b) obtained a discharge of its debts under the U.S. Bankruptcy Code or any foreign bankruptcy laws; or (c) was a principal officer of a company or general partner of a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or any foreign bankruptcy laws, or that obtained a discharge of its debts under the U.S. Bankruptcy Code or any foreign bankruptcy laws during or within one year after the officer or general partner held this position in the company or partnership..

Item 17, "Renewal, Termination, Transfer and Dispute Resolution," revised disclosures:

The following sentence is added to item "d":

"You may also terminate the Franchise Agreement or Area Development Agreement on any grounds available by law."

The following sentence is added to item "j":

"However, no assignment will be made by franchisor except to an assignee who, in our good faith judgment, is willing and able to assume our obligations under the Franchise Agreement or Area Development Agreement."

The following sentence is added to item "w":

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

Item 17, "Renewal, Termination, Transfer and Dispute Resolution," additional disclosures:

The New York General Business Law, Article 33, Sections 680 through 695, may supersede any provision of the Franchise Agreement or Area Development Agreement inconsistent with that law.

You must sign a general release when you transfer area development rights, or when you renew or transfer a franchise. This provision may not be enforceable under New York law.

#### Item 22, "Contracts," additional disclosures:

Exhibit N to the Franchise Disclosure Document (Certification) is not applicable in New York. No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.

#### STATEMENT OF DISCLOSURE DOCUMENT ACCURACY

THE FRANCHISOR REPRESENTS THAT THIS DISCLOSURE DOCUMENT DOES NOT KNOWINGLY OMIT ANY MATERIAL FACT OR CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT.

#### **New York Amendment to the Franchise Agreement**

In recognition of the requirements of the New York General Business Law, Article 33, Sections 680 through 695, and of the regulations promulgated thereunder (N.Y. Comp. Code R. & Regs., tit. 13, §§ 200.1 through 201.16), the parties to the attached Golden Corral Franchising Systems, Inc. Franchise Agreement (the "Agreement") agree as follows:

- 1. Any provision in the Franchise Agreement that is inconsistent with the New York General Business Law, Article 33, Sections 680 – 695 may not be enforceable.
  - 2. Releases. Section 2.2.7 and Section 13.2.2.3 are each amended to add the following:

The foregoing release of claims does not release any claim you may have under New York General Business Law, Article 33, Sections 680-695.

3. Assignment by Franchisor. Section 13 is amended by adding the following:

Golden Corral will not assign its rights under the Franchise Agreement except to an assignee who in our good faith judgment is willing and able to assume our obligations under the Franchise Agreement.

4. Termination by Franchisee. Section 14 is amended by adding the following:

You also may terminate this Agreement on any grounds available by law under the provisions of Article 33 of the General Business Law of the State of New York.

5. Entire Agreement. Section 22 is amended to read as follows:

This Agreement, the documents referred to herein, and the Attachments hereto, if any, constitute the entire, full, and complete Agreement between Franchisor and Franchisee concerning the subject matter hereof, and supersede any and all prior agreements, no other representations having induced Franchisee to execute this Agreement. No amendment, change, or variance from this Agreement shall be binding on either party unless mutually agreed to by the parties and executed in writing. Nothing in this Section 22 is intended as, nor shall it be interpreted as, a disclaimer by Franchisor of any representation made in its Franchise Disclosure Document, including any exhibits or amendments thereof.

- 6. Acknowledgements. Sections 25.1, 25.2 and 25.3 are deleted in their entirety. No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
  - 7. Governing Law. Section 23.1 is amended by adding the following:

Notwithstanding the foregoing, the New York General Business Law shall govern any claim arising under that law.

8. This Amendment will have effect only if the Franchise Agreement and/or the relationship between you and Golden Corral satisfy all of the jurisdictional requirements of the New York General Business Law, without considering this Amendment. Except as expressly modified by this Amendment, the Franchise Agreement remains unmodified and in full force and effect.

IN WITNESS WHEREOF, the parties hereto have duly executed, sealed, and delivered this New York Amendment to the Franchise Agreement on the same date as the Franchise Agreement was executed.

GOLDEN CORRAL FRANCHISING SYSTEMS, INC.

Email: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

By: R. Chappell Phillips, Executive Vice President Email: chappell.phillips@goldencorral.net FRANCHISEE By: Name/Title: \_\_\_\_\_\_\_\_\_\_\_\_\_\_

#### **New York Amendment to the Area Development Agreement**

In recognition of the requirements of the New York General Business Law, Article 33, Sections 680 through 695, and of the regulations promulgated thereunder (N.Y. Comp. Code R. & Regs., tit. 13, §§ 200.1 through 201.16), the parties to the attached Golden Corral Franchising Systems, Inc. Area Development Agreement (the "Agreement") agree as follows:

- 1. Any provision in the Agreement that is inconsistent with the New York General Business Law, Article 33, Sections 680 – 695 may not be enforceable.
  - 2. Release. Section 7.2.2.3 is amended to add the following:

The foregoing release of claims does not release any claim you may have under New York General Business Law, Article 33, Sections 680-695.

3. Assignment by Franchisor. Section 7.1 is amended by adding the following:

Golden Corral will not assign its rights under the Agreement except to an assignee who in our good faith judgment is willing and able to assume our obligations under the Agreement.

4. Termination by You. Section 6 is amended by adding the following:

You also may terminate this Agreement on any grounds available by law under the provisions of Article 33 of the General Business Law of the State of New York.

5. Entire Agreement. Section 12 is amended to read as follows:

This Development Agreement and the documents, exhibits and attachments referred to herein, if any, constitute the entire, full, and complete agreement between Franchisor and Area Developer concerning the subject matter hereof and supersede any and all prior agreements, no other representations having induced Area Developer to execute this Development Agreement. No amendment, change, or variance from this Development Agreement shall be binding on either party unless executed in writing. Nothing in this Section 12 is intended as, nor shall it be interpreted as, a disclaimer by Franchisor of any representation made in its Franchise Disclosure Document, including any exhibits or amendments thereof.

6. Governing Law. Section 13.1 is amended by adding the following:

Notwithstanding the foregoing, the New York General Business Law shall govern any claim arising under that law.

7. Acknowledgments. Sections 15.1, 15.2 and 15.3 are deleted in their entirety. No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.

| 8. This Amendment will have effect only if the Agreement and/or the relationship between you and Golden Corral satisfy all of the jurisdictional requirements of the New York General Business Law, without considering this Amendment. Except as expressly modified by this Amendment, the Agreement remains unmodified and in full force and effect. |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                    |

IN WITNESS WHEREOF, the parties hereto have duly executed, sealed, and delivered this New York Amendment to the Area Development Agreement on the same date as the Area Development Agreement was executed.

| GOLDEN CORRAL FRANCHISING SYSTEMS, INC.                                                     |
|---------------------------------------------------------------------------------------------|
| By:                                                                                         |
| R.

Source: Item 23 — RECEIPTS (FDD pages 85–304)

Question 30

Does Golden Corral have to approve a relocation or reconstruction of premises after eminent domain?

Accepted Answer

- 5.3 Pre-Conditions to Constructing and Reimaging Restaurant Premises: Before commencing any construction, reimaging or renovation of the Restaurant, Franchisee, at its expense, shall comply, to Franchisor's satisfaction, with all of the following requirements:

- 5.3.1 Franchisee shall employ a licensed architect to prepare and seal the site-adapted plans and specifications for construction and/or reimaging of the Restaurant, referred to in Section 5.4, and Franchisee shall submit to Franchisor a statement identifying the architect;

- 5.3.2 Franchisee shall submit to Franchisor, for Franchisor's approval, the site-adapted plans and specifications adapting Franchisor's then-current generic plans and specifications to Franchisee's location and to local, state, and federal laws, regulations, and ordinances.

When approved by Franchisor, such site-adapted plans and specifications shall thereafter not be changed or modified without the prior written consent of Franchisor;

- 5.3.3 Franchisor shall provide Franchisee written notice of approval or disapproval of the site-adapted plans and specifications within sixty (60) days after receipt of such plans and specifications from Franchisee;

- 5.3.4 Franchisee shall employ a qualified, reputable, properly-licensed general contractor who is not disapproved by Franchisor to supervise construction and/or reimaging of the Restaurant and completion of all improvements, and Franchisee shall submit to Franchisor a statement identifying the general contractor and all subcontractors and consultants providing services in connection with such construction and/or reimaging;

Source: Item 22 — CONTRACTS (FDD pages 84–85)

Question 31

Can the Area Developer operate a competing business to Golden Corral if approved in writing by the franchisor?

Accepted Answer

sole judgment, possesses restaurant operations experience at a level appropriate to manage the number and type(s) of Restaurants to be developed by Area Developer. Any such Operations Principal must attend and complete, to Franchisor's satisfaction, Franchisor's training program for certified managers.
- 8.2. Non-Competition During Term of Development Agreement: Area Developer specifically acknowledges that, pursuant to this Development Agreement, Area Developer will receive valuable confidential information, including, without limitation, information regarding the site selection and marketing methods and techniques of Franchisor and the System, and that Area Developer has the exclusive right and obligation under this Development Agreement to identify sites and develop the Development Area for the benefit of the System. Area Developer covenants that during the term of this Development Agreement, except as otherwise approved in writing by Franchisor, Area Developer shall not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, or legal entity:
- 8.2.1. Divert or attempt to divert any business or customer of any Golden Corral restaurant to any competitor, by direct or indirect inducement or otherwise,

or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with Franchisor's Proprietary Marks and the System;

- 8.2.2. Area Developer shall not employ or seek to employ, either directly or indirectly including through an affiliate/subsidiary, any person who is employed, or within the timeframes described below had been employed, by any other area developer or franchisee of Franchisor, or by Franchisor, or by any affiliate/subsidiary of Franchisor. As used in this Section 8.2.2., "person" shall mean an individual who, within (a) the prior six (6) months was employed in any management or supervisory position; and/or (b) the prior twelve (12) months was a member of an "A-team" designated by Franchisor to provide opening assistance at any new restaurant location or was part of any group of at least three (3) employees working in the same restaurant location, regardless of their areas of responsibility. Franchisee shall not directly or indirectly seek to induce such person to leave his or her employment for the purpose of becoming an employee of Area Developer.
- 8.2.3. Own, invest in, maintain, operate, engage in, be employed by, be a consultant to, or have any interest in any restaurant business unless previously consented to in writing by the Franchisor.
- 8.3.

Source: Item 22 — CONTRACTS (FDD pages 84–85)

Question 32

Is attendance at refresher courses mandatory for Golden Corral managers?

Accepted Answer

Your managers also must attend, at your expense, such refresher courses, additional training programs, and seminars as Golden Corral may designate from time to time.

Source: Item 11 — FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING (FDD pages 32–48)

Question 33

Where may Golden Corral bring an action against a franchisee?

Accepted Answer

vices from manufacturers, suppliers, and distributors. Franchisee assigns to Franchisor or its affiliates all of Franchisee's right, title, and interest in and to any and all such Allowances and authorizes Franchisor or its affiliates to collect and retain any or all such Allowances without restriction unless otherwise instructed by the manufacturer, supplier, or distributor. Franchisee also acknolwedges and agrees that Franchisor (or if Franchisor so elects, Franchisor's parent company, Golden Corral Corporation) shall have the right, but not the obligation, to collect and retain all right, benefit, title and interest, if any, in and to all claims and/or causes of action that Franchisee may have now and at any time in the future relating to Franchisee's purchases from any and all distributors, manufacturers, suppliers, wholesalers and vendors supplying foods, beverages and any related food-related and/or beverage-related supplies, materials or services (collectively, **"Claims"**) which, in Franchisor's sole discretion, are or would be more beneficial for Franchisor (or if Franchisor so elects, Franchisor's parent company, Golden Corral Corporation) to prosecute (if at all) for the benefit of the System, however, the foregoing assignment of Claims shall not apply to Franchisee's state law product liability claims or any claims that Franchisee may have arising under original equipment manufacturer (OEM) product warranties or Restaurant-related construction or janitorial/maintenance services.

Source: Item 22 — CONTRACTS (FDD pages 84–85)

Question 34

In California, is Golden Corral allowed to enforce a covenant not to compete that extends beyond the termination of the agreement?

Accepted Answer

The Franchise Agreement and Area Development Agreement contain a covenant not to compete which extends beyond the termination of the agreement. This provision may not be enforceable under California law.

Source: Item 23 — RECEIPTS (FDD pages 85–304)

Question 35

In California, is Golden Corral required to apply North Carolina law, as stated in the Franchise Agreement and Area Development Agreement?

Accepted Answer

The Franchise Agreement and Area Development Agreement require application of the laws of North Carolina. This provision may not be enforceable under California law.

California Business and Professions Code Sections 20000 through 20043 provide rights to the franchisee concerning termination, transfer or non-renewal of a franchise. If the Franchise Agreement contains a provision that is inconsistent with the law, the law will control.

Source: Item 23 — RECEIPTS (FDD pages 85–304)

Question 36

Is a Certification form required before signing an agreement with Golden Corral, and if so, where can I find it?

Accepted Answer

Except in certain states, we also require that you complete a Certification form before signing an agreement with us. The Certification form is in Exhibit L.

Source: Item 22 — CONTRACTS (FDD pages 84–85)

Question 37

Does Golden Corral charge for initial site evaluations, and if so, what are the conditions and cost limitations?

Accepted Answer

| Type of Fee                                  | Amount                                                                                                                                                               | Due Date             | Remarks                                                                                                                                                                                                                                                                                                                                                                                                                     |
|----------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Site Selection | Reasonable expenses (including travel, meals, and lodging) | As incurred | See Note 5 |

- 5. Golden Corral will not charge for the first two site evaluations per Restaurant. We have not as yet charged a fee for evaluating a site and, thus, have no prior experience on which to make an estimate. Your fee will reimburse us for our reasonable expenses, and we will not make any profit. We would not anticipate that the cost would exceed $10,000.

Source: Item 6 — OTHER FEES (FDD pages 12–19)

Question 38

What condition makes Golden Corral unwilling to enter into a Franchise Agreement with a Franchisee?

Accepted Answer

- 3.4. Pre-Condition to Site Approval: Notwithstanding anything else contained in this Development Agreement to the contrary, Franchisor may withhold approval of a site and/or the issuance of a Franchise Agreement for an approved site (collectively, "**Development Approval**") if, at the time that Area Developer requests a Development Approval, any Golden Corral restaurant operated by Area Developer or any of its affiliates ("**Existing Restaurant**") is below the minimum standards established by Franchisor as a pre-condition to Development Approval with respect to either (a) cleanliness, service and quality; or (b) required number of certified managers. Area Developer acknowledges and agrees that the minimum standard established by Franchisor for cleanliness, service and quality required for Development Approval will be higher and more demanding than the minimum standard that would constitute a default under any applicable franchise agreement.

Source: Item 22 — CONTRACTS (FDD pages 84–85)

Question 39

What condition must be met for the Golden Corral Agreement to automatically renew on an annual basis?

Accepted Answer

- (a) This Agreement shall become effective as of the Effective Date and shall remain in effect until the end of the initial Contract Year. Unless GCC advises Customer that GCC is unwilling to renew this Agreement, this Agreement will automatically renew on an annual basis by payment by Customer of the full then current Monthly Service Fee not later than January 1st of any such renewal year. No renewal agreement shall become effective until payment for all services provided by GCC under this Agreement during the Term.

Source: Item 23 — RECEIPTS (FDD pages 85–304)

Question 40

What condition triggers Golden Corral to increase the number of Regional Funds?

Accepted Answer

We may increase the number of Regional Funds to include new market areas in which aggregate projected contributions based on an established percentage of Gross Sales are expected to exceed the cost of buying a set minimum number of targeted rating points in broadcast television advertising within the market. If a Regional Fund for your region is established at any time during the term of the Franchise Agreement, you must become a member no later than the later of 90 days after you open your Restaurant or the date on which the Regional Fund commences operation. (Franchise Agreement, Section 11.3)

Golden Corral's contribution allocation may vary among franchisees, depending on whether a Regional Fund is required for the market area in which the franchised Restaurant operates. For example, assuming a required franchisee advertising contribution of 2.6%, Golden Corral has the right to allocate the contribution 2.4% to the National Fund and 0.2% to either the Regional Fund, if it exists for the franchisee's Restaurant, or to local advertising. In addition, Golden Corral permits the formation within a market area of a separate entity among Golden Corral and the franchisees operating Restaurants within such market area that will serve as the Regional Fund for that market area and be in lieu of a Golden Corralestablished Regional Fund, subject to certain criteria established by Golden Corral. If an entity is established to serve as the Regional Fund, the members may agree to give that Regional Fund entity the power to assess supplemental advertising contributions on its members, and any such supplemental assessment will be in addition to the amount required by Golden Corral and allocated to the Regional Fund. Golden Corral will not require you to pay any supplemental contribution that your Regional Fund entity may impose but, if you do not make the supplemental contribution, you may not be permitted to vote in the voluntary Regional Fund's deliberations if the organizational documents for that entity do not so provide.

Source: Item 11 — FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING (FDD pages 32–48)

Question 41

What conditions allow Golden Corral to require specific actions from the Area Developer before approving a transfer?

Accepted Answer

escribed in this Section 7.2 shall apply to any sale, assignment, transfer, conveyance, or donation of any ownership interest in Area Developer (except for an Area Developer which is a corporation registered under the Securities and Exchange Act of 1934) by any holder of such interest to any party.

7.2.2. Franchisor shall not unreasonably withhold its consent to any such transfer; provided, however, that if a transfer, alone or together with other previous, simultaneous, or proposed transfers, would have the effect of transferring a controlling interest in Area Developer or in the development rights granted herein, Franchisor may, in its sole discretion, require as a condition of its approval that:

7.2.2.1. All of Area Developer's accrued monetary obligations to Franchisor and all other outstanding obligations related to the terms and conditions under this Development Agreement shall have been satisfied;

7.2.2.2. Area Developer is not in default of any provision of this Development Agreement, any amendment hereof or successor hereto, or any other agreement between Area Developer and Franchisor, or its subsidiaries and affiliates;

7.2.2.3.

Source: Item 22 — CONTRACTS (FDD pages 84–85)

Question 42

What conditions must Golden Corral Area Developers who currently operate Restaurants satisfy before receiving Development Approval?

Accepted Answer

Area Developers who currently operate Restaurants (either themselves or through affiliated companies) and seek our approval to open another Restaurant ("Development Approval") must first satisfy conditions applicable to all of their currently open Restaurants before we either will approve a site or issue a Franchise Agreement for a new Restaurant. More specifically, as a pre-condition to our granting Development Approval, all of the currently operating Restaurants must (a) meet our minimum standards for cleanliness, service and quality, which standards may, in our sole discretion, be higher and more demanding than the minimum standards that would constitute a default under any applicable Franchise Agreement provision; and (b) employ, on a full-time basis, no fewer than the minimum number of certified managers we require for Restaurants of comparable size and sales.

Source: Item 11 — FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING (FDD pages 32–48)

Question 43

When constructing or reimaging a Golden Corral restaurant, what other types of insurance, besides those specifically listed, might be required?

Accepted Answer

result of any interruption in Franchisee's business operations to cover the monies that would be payable

for royalties and advertising pursuant to Sections 4.2 and 4.3 of this Agreement but for any business interruption or closing of the Restaurant; and

- 12.1.6 Commercial umbrella insurance, with limits of not less than Five Million Dollars (\$5,000,000) to cover all primary underlying coverages.
- 12.2 Insurance Covering Construction and Reimaging of Restaurant Premises: In connection with any construction, reimaging, renovation, or refurbishing of the Restaurant, Franchisee will cause the general contractor to maintain with an insurer acceptable to Franchisor comprehensive general liability insurance, product liability, auto liability and completed operations and independent contractors coverage in at least the amount of One Million Dollars (\$1,000,000) with Franchisor and Golden Corral Corporation named as additional insureds, builders risk insurance in an amount adequate to cover the full contract cost, and workers' compensation and employer's liability insurance, as well as such other insurance as may be required by law.

Source: Item 22 — CONTRACTS (FDD pages 84–85)

Question 44

Is Golden Corral's designation of an agent for service of process dependent on whether it registers its disclosure document in a state?

Accepted Answer

We intend to register this disclosure document as a "franchise" in some or all of the following states, if required by the applicable state law. If and when we pursue franchise registration (or otherwise comply with the franchise investment laws) in these states, we will designate the following state offices or officials as our agents for service of process in these states:

Source: Item 23 — RECEIPTS (FDD pages 85–304)

Question 45

What is the effect of transferring a controlling interest in a Golden Corral franchise?

Accepted Answer

13.2.2 Franchisor shall not unreasonably withhold its consent to a transfer of any interest in Franchisee or in this franchise; provided, however, that if a transfer, alone or together with other previous, simultaneous, or proposed transfers, would have the effect of transferring a controlling interest in the franchised business, Franchisor may, in its sole discretion, require as a condition of its approval that:

13.2.2.1 All of Franchisee's monetary obligations to Franchisor and all or any of its affiliates under this and any other agreements between Franchisee and Franchisor or any affiliate have been satisfied, and all other outstanding obligations related to the franchised busines

Source: Item 22 — CONTRACTS (FDD pages 84–85)

Question 46

Can Golden Corral establish or license others to establish restaurants within the three-mile excluded territory of an existing Golden Corral restaurant?

Accepted Answer

Also excluded from the Development Area is any location within three (3) miles of an existing Golden Corral restaurant. Franchisor retains the right to establish and operate, and to license others to establish and operate at such existing restaurant facility or any other restaurant location within such three (3) mile excluded territory, and regardless of the proximity to or financial impact on the Development Area and/or any Restaurant established or to be established pursuant to this Development Agreement except to the extent, if any, where the Protected Territory of a Franchise Agreement executed pursuant to this Development Agreement grants exclusive rights for a prescribed distance from an existing franchise restaurant that would specifically limit such rights. Upon the execution of a Franchise Agreement for an approved site in a specific submarket identified by a segmentation map or otherwise within the Development Area, any rights Area Developer may have to exclusivity for future additional development in that submarket shall cease and the territorial protection for that submarket, if any, shall be determined by the applicable Franchise Agreement for the approved location.

Source: Item 22 — CONTRACTS (FDD pages 84–85)

Question 47

Does the estimated initial investment for a Golden Corral franchise include any incentive programs or military veteran discounts?

Accepted Answer

ariffs. - 1/ Please refer to Item 5 for details. This figure assumes that no incentive program or military veteran discount applies. - 2/ The figures in the table are based on the estimated cost of your purchase of improved or unimproved land and estimated required site preparation costs, excluding depreciable leasehold improvements. Special site restaurant costs may be higher. Source: Item 7 — ESTIMATED INITIAL INVESTMENT (FDD pages 19–25)

Question 48

In the event of the death, incapacity, or termination of the Operations Principal for a Golden Corral Area Developer, what minimum equity interest in the Area Developer, if any, may the Franchisor require the substituted Operations Principal to own?

Accepted Answer

- 8.1.2 Upon the death, incapacity or termination of the approved Operations Principal for any reason, or in the event such Operations Principal ceases to devote substantial time, energy and best efforts to the operation of the Restaurants hereunder, the Area Developer must secure a substituted Operations Principal, who must be approved by Franchisor and, if so required by Franchisor, must own at least a ten percent (10%) equity interest in Area Developer, within a reasonable period of time thereafter, but not later than three (3) months after the date of such Operations Principal's death, incapacity or termination or cessation of active operations management.
- 8.1.3. The Operations Principal as provided herein, must be a person who in Franchisor's sole judgment, possesses restaurant operations experience at a level appropriate to manage the number and type(s) of Restaurants to be developed by Area Developer. Any such Operations Principal must attend and complete, to Franchisor's satisfaction, Franchisor's training program for certified managers.

Source: Item 22 — CONTRACTS (FDD pages 84–85)

Question 49

Does the exhibit listing state administrators apply to all states, or only those where Golden Corral pursues franchise registration?

Accepted Answer

INFORMATION COMPARING FRANCHISORS IS AVAILABLE. CALL THE STATE ADMINISTRATORS LISTED IN EXHIBIT A OR YOUR PUBLIC LIBRARY FOR SOURCES OF INFORMATION. REGISTRATION OF THIS FRANCHISE BY NEW YORK STATE DOES NOT MEAN THAT NEW YORK STATE RECOMMENDS IT OR HAS VERIFIED THE INFORMATION IN THIS DISCLOSURE DOCUMENT. IF YOU LEARN THAT ANYTHING IN THE DISCLOSURE DOCUMENT IS UNTRUE, CONTACT THE FEDERAL TRADE COMMISSION AND THE NEW YORK STATE DEPARTMENT OF LAW, BUREAU OF INVESTOR PROTECTION AND SECURITIES, 28 LIBERTY STREET, 21ST FLOOR, NEW YORK, NEW YORK 10005.

Source: Item 23 — RECEIPTS (FDD pages 85–304)

Question 50

To what extent is each provision of the Golden Corral franchise agreement amendment effective, concerning the jurisdictional requirements of the Illinois Franchise Disclosure Act of 1987?

Accepted Answer

5. Each provision of this Amendment shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Illinois Franchise Disclosure Act of 1987 are met independently without reference to this Amendment.

Source: Item 23 — RECEIPTS (FDD pages 85–304)

Question 51

What factors determine the length and geographic scope of the post-term non-compete for a Golden Corral franchisee?

Accepted Answer

- 16.3 Non-Competition After Expiration or Termination of Agreement: Franchisee further covenants that, except as previously approved in writing by Franchisor, Franchisee shall not, for a continuous and uninterrupted period commencing upon the expiration or termination of this Agreement (regardless of the cause for termination) and continuing for the following described period(s) thereafter, directly or indirectly, for itself or through, on behalf of, or in conjunction with any person, legal entity, partnership, corporation or other person or entity which owns, is owned by, or is under common ownership with Franchisee, own, invest in, maintain, operate, engage in, lease to, be employed by, be a consultant to, or have any interest in any restaurant business offering for sale steak, buffet, salad bar, bakery and other items which had been offered by the franchised business, or which is a cafeteriastyle or buffet restaurant concept, which is, or is intended to be, located: (i) for a period of two (2) years at and/or within ten (10) miles of the Approved Location; and/or (ii) for a period of two (2) years within ten (10) miles of any Golden Corral® restaurant which is located, or intended to be located, within the same Designated Market Area (**"DMA"**) as the Approved Location if a Golden Corral advertising cooperative has been formed for such DMA; and/or (iii) for a period of one (1) year within ten (10) miles of any Golden Corral® restaurant within the United States of America.

- 16.4 Exceptions to Non-Compete Covenants: Sections 16.2 and 16.3 shall not apply to ownership by Franchisee or any Owner of less than a five percent (5%) beneficial interest in the outstanding equity securities of any corporation which is registered under the Securities and Exchange Act of 1934.

- 16.5 Independent Enforceability of Covenants: The parties agree that each of the foregoing covenants shall be construed as independent of any other covenant or provision of this Agreement.

Source: Item 22 — CONTRACTS (FDD pages 84–85)

Question 52

Where can I find state-specific disclosures and agreement amendments that may supersede the choice of forum and/or choice of law provisions in the Golden Corral Franchise Agreement and Area Development Agreement?

Accepted Answer

- 2. Some states have laws that will supersede the choice of forum and/or choice of law provisions of these agreements. Please refer to the State-Specific Disclosures and Agreement Amendments in Exhibit K for further details. You also may wish to consult with your attorney.

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 58–64)

Question 53

Can a Golden Corral franchisee deviate from Golden Corral's standards for serving or selling items?

Accepted Answer

You must sell or offer for sale only products, food, beverages, and other menu items which meet Golden Corral's standards of quality and quantity, which have been expressly approved for sale in writing by Golden Corral, and which have been prepared in accordance with Golden Corral's methods, techniques, and specifications. You must sell or offer for sale all approved items; must not deviate from Golden Corral's standards and specifications for serving or selling such items without Golden Corral's prior written consent; and must discontinue selling and offering for sale any items which Golden Corral may disapprove in writing. We currently permit, but do not require, serving alcohol in your Restaurant.

Golden Corral reserves the right to vary menu items among franchisees to conform to regional variations in cooking and taste, as well as to conduct product promotional tests and programs. Golden Corral also has the unlimited right to change the types of authorized goods and services that you may sell. You are free to set prices for your menu items, products and services, but Golden Corral may, where allowed by applicable law, establish maximum prices to facilitate advertising and competitive strategies.

Source: Item 16 — RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL (FDD page 58)

Question 54

What is the Golden Corral franchisee required to do if the Franchisor requires it regarding multi-unit supervision?

Accepted Answer

In addition to the foregoing and if so required by Franchisor, Franchisee also covenants and agrees that if Franchisee operates five (5) or more franchised Golden Corral® restaurants, then Franchisee shall also employ not less than one (1) additional employee responsible for the supervision of the Restaurant and other franchised restaurants operated by Franchisee, which multi-unit supervisor shall also satisfactorily complete Golden Corral's training program for certified management.

Source: Item 22 — CONTRACTS (FDD pages 84–85)

Question 55

Is a Golden Corral franchisee required to indemnify the franchisor for liability arising from the franchisor's own negligence?

Accepted Answer

- 19.4 Indemnification: Franchisee shall indemnify and hold harmless to the fullest extent allowed by law, Franchisor, its affiliates and subsidiaries and each of their respective directors, officers, employees, shareholders and agents, (collectively, **"Indemnitees"**) from any and all losses and expenses (as hereinafter defined) incurred in connection with any litigation or other form of adjudicatory procedure, claim, demand, investigation, or formal or informal inquiry (regardless of whether same is reduced to judgment) or any settlement thereof which arises directly or indirectly from, as a result of, or in connection with Franchisee's operation of the franchised business including, but not limited to, claims arising as a result of the maintenance and operation of vehicles or the franchised business premises or the claims of customers, employees and others (collectively, "**Event**"), and regardless of whether same resulted from any strict or vicarious liability imposed by law on the Indemnitees, provided, however, that this indemnity shall apply to any liability arising from the negligence of Indemnitees, unless prohibited by applicable State law, and shall not apply to the gross negligence of Indemnitees (except to the extent that joint liability is involved, in which event the indemnification provided herein shall extend to any finding of comparative negligence or contributory negligence attributable to Franchisee).

For the purpose of this Section 19.4, the term "**losses and expenses**" shall be deemed to include compensatory, exemplary, or punitive damages; fines and penalties; attorneys' fees; experts' fees; court costs; costs associated with investigating and defending against claims; settlement amounts; judgments; compensation for damages to the reputation and goodwill of Franchisor; and all other costs associated with any of the foregoing losses and expenses.

Franchisee shall give Franchisor prompt written notice of any event of which it is aware, for which indemnification is required, and, at the expense and risk of Franchisee, Franchisor may elect to assume (but under no circumstances is obligated to undertake) the defense and/or settlement thereof.

Any assumption of Franchisor shall not modify Franchisee's indemnification obligation.

Source: Item 22 — CONTRACTS (FDD pages 84–85)

Question 56

Is a Golden Corral franchisee required to indemnify the franchisor for liability arising from the franchisor's gross negligence?

Accepted Answer

- 19.4 Indemnification: Franchisee shall indemnify and hold harmless to the fullest extent allowed by law, Franchisor, its affiliates and subsidiaries and each of their respective directors, officers, employees, shareholders and agents, (collectively, **"Indemnitees"**) from any and all losses and expenses (as hereinafter defined) incurred in connection with any litigation or other form of adjudicatory procedure, claim, demand, investigation, or formal or informal inquiry (regardless of whether same is reduced to judgment) or any settlement thereof which arises directly or indirectly from, as a result of, or in connection with Franchisee's operation of the franchised business including, but not limited to, claims arising as a result of the maintenance and operation of vehicles or the franchised business premises or the claims of customers, employees and others (collectively, "**Event**"), and regardless of whether same resulted from any strict or vicarious liability imposed by law on the Indemnitees, provided, however, that this indemnity shall apply to any liability arising from the negligence of Indemnitees, unless prohibited by applicable State law, and shall not apply to the gross negligence of Indemnitees (except to the extent that joint liability is involved, in which event the indemnification provided herein shall extend to any finding of comparative negligence or contributory negligence attributable to Franchisee).

For the purpose of this Section 19.4, the term "**losses and expenses**" shall be deemed to include compensatory, exemplary, or punitive damages; fines and penalties; attorneys' fees; experts' fees; court costs; costs associated with investigating and defending against claims; settlement amounts; judgments; compensation for damages to the reputation and goodwill of Franchisor; and all other costs associated with any of the foregoing losses and expenses.

Franchisee shall give Franchisor prompt written notice of any event of which it is aware, for which indemnification is required, and, at the expense and risk of Franchisee, Franchisor may elect to assume (but under no circumstances is obligated to undertake) the defense and/or settlement thereof.

Any assumption of Franchisor shall not modify Franchisee's indemnification obligation.

Source: Item 22 — CONTRACTS (FDD pages 84–85)

Question 57

Can a Golden Corral franchisee use the Restaurant premises for any purpose other than operating the Restaurant?

Accepted Answer

You must use the Restaurant premises solely for the operation of the Restaurant; must keep the Restaurant open and in normal operation for such minimum hours and days as Golden Corral may specify; and must not permit the use of the premises for any other purpose or activity without first obtaining our written consent. The Restaurant premises may not have any signs, telephone booths, newspaper racks, video games, pinball machines, jukeboxes, cigarette vending machines, or any other types of amusement or vending machines, except as permitted in the Manual or otherwise approved by Golden Corral in writing.

Source: Item 16 — RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL (FDD page 58)

Question 58

For Golden Corral franchisees with development agreements, how are the development fees applied?

Accepted Answer

Development fees represent amounts collected from certain franchisees to reserve the right to develop particular geographic markets within a time frame specified in their development agreements. These amounts are applied against the franchise fee due upon signing of individual franchise agreements.

Source: Item 21 — FINANCIAL STATEMENTS (FDD page 84)

Question 59

Can Golden Corral franchisees form a separate entity to serve as the Regional Fund?

Accepted Answer

In addition, Golden Corral permits the formation within a market area of a separate entity among Golden Corral and the franchisees operating Restaurants within such market area that will serve as the Regional Fund for that market area and be in lieu of a Golden Corralestablished Regional Fund, subject to certain criteria established by Golden Corral. If an entity is established to serve as the Regional Fund, the members may agree to give that Regional Fund entity the power to assess supplemental advertising contributions on its members, and any such supplemental assessment will be in addition to the amount required by Golden Corral and allocated to the Regional Fund. Golden Corral will not require you to pay any supplemental contribution that your Regional Fund entity may impose but, if you do not make the supplemental contribution, you may not be permitted to vote in the voluntary Regional Fund's deliberations if the organizational documents for that entity do not so provide.

Golden Corral must approve in writing the organization and governance of each entity formed among franchisees to serve as a Regional Fund, as well as the date upon which it may commence operation. Regardless of whether a Regional Fund is established by Golden Corral or is permitted to be established among franchisees and Golden Corral by formation of a separate entity for a given market area, the Regional Fund is not obligated to make expenditures for you which are equivalent or proportionate to your contribution or to ensure that any particular franchisee benefits directly or pro-rata from the placement of advertising (Franchise Agreement, Section 11.3.1). These organizational and governance documents must specify the manner in which contributions are made and provide a mechanism for Regional Fund participants to obtain an accounting of expenditures.

Source: Item 11 — FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING (FDD pages 32–48)

Question 60

For Golden Corral franchisees marked with an asterisk, is the restaurant address always known as of January 1, 2025?

Accepted Answer

Exhibit I lists the names of all franchisees as of January 1, 2025 and the address and telephone number of their Restaurant(s). Franchisees marked with an \* in Exhibit I have locations which were not yet open for business as of January 1, 2025; the address shown is either their business address or the future Restaurant's address, if known.

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 74–84)

Question 61

For Golden Corral franchisees in Rhode Island, what does the Rhode Island Franchise Investment Act state regarding jurisdiction or venue restrictions in the franchise agreement?

Accepted Answer

§ 19-28.1-14 of the Rhode Island Franchise Investment Act provides that "A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act."

Source: Item 23 — RECEIPTS (FDD pages 85–304)

Question 62

For Golden Corral franchisees in Rhode Island, under what condition is the Rhode Island Amendment to the Area Development Agreement effective?

Accepted Answer

- 4. This Amendment shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Rhode Island Franchise Investment Act, §§ 19-28.1-1 through 19-28.1-34, are met independently without reference to this Amendment.

Source: Item 23 — RECEIPTS (FDD pages 85–304)

Question 63

Can the Golden Corral franchisor waive the requirement for the Area Developer to devote substantial time, energy, and best efforts?

Accepted Answer

## **8. COVENANTS**

## 8.1. Employment Responsibilities of Key Management Personnel

: Area Developer covenants that during the term of this Development Agreement, except as otherwise approved in writing by Franchisor, Area Developer (or, if Area Developer is a corporation or a limited liability company or partnership or other entity, an individual approved by Franchisor as the **"Operations Principal"** of Area Developer and having, if so required by Franchisor, at least a ten percent (10%) equity interest in Area Developer) shall devote, to the satisfaction of Franchisor, substantial time, energy, and best efforts to the management, supervision and operation of the business contemplated hereunder, including

the establishment and operation of the Restaurants to be developed hereunder.

Source: Item 22 — CONTRACTS (FDD pages 84–85)

Question 64

Is the General Manager Workshop currently required for Golden Corral franchisees?

Accepted Answer

General Manager Workshop: This four-day workshop held at the Golden Corral Training Center in Raleigh, North Carolina is currently not required, but may be required in the future and may include courses on leadership, coaching, and advanced management skills.

Source: Item 11 — FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING (FDD pages 32–48)

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