nts, representatives, nor any individuals associated with Franchisor's franchise company will be personally liable to Franchisee or you for any reason.

EXHIBIT C TO THE DISCLOSURE DOCUMENT DEVELOPMENT RIGHTS RIDER

DEVELOPMENT RIGHTS RIDER TO NBC FRANCHISOR, LLC FRANCHISE AGREEMENT

| Thereafter | 191,905,355 | |---|---| | Total future amortization expense | $442,385,680 | 2. Grant of Development Rights. Subject to your strict compliance with this Rider, we grant you the exclusive right to develop _______ (__) Nothing Bundt Cakes® Bakeries (including the Nothing Bundt Cakes® Bakery covered by the First Franchise Agreement), according to the mandatory development schedule described in Exhibit A to this Rider (the "Schedule"), within the geographic area depicted on the map attached to this Rider (the "Development Area"). The rights set forth in this Rider are subject to the terms of the Franchise Agreement including, without limitation, our rights in Section 1.3 therein and all of the activities in which we reserve the right to engage in as permitted in the First Franchise Agreement. Additionally, for the avoidance of any doubt, Nothing Bundt Cakes® Bakeries that you (or your "Approved Affiliates," a term defined in Section 3 below) are permitted to develop and operate at ROFR Sites do not count toward your compliance with the Schedule.

YOU ACKNOWLEDGE AND AGREE THAT TIME IS OF THE ESSENCE UNDER THIS RIDER, AND YOUR RIGHTS UNDER THIS RIDER ARE SUBJECT TO TERMINATION, AS PROVIDED IN THIS RIDER, IF YOU DO NOT COMPLY STRICTLY WITH THE DEVELOPMENT OBLIGATIONS PROVIDED IN THE SCHEDULE. WE MAY ENFORCE THIS RIDER STRICTLY.

3. Development Obligations.

(a) Approved Affiliates. To maintain your rights under this Rider, you (and/or Approved Affiliates) must, by the deadlines specified in the Schedule, sign franchise agreements and leases for, and then construct, develop, and have open and operating within the Development Area, the agreedupon minimum number of Nothing Bundt Cakes® Bakeries. If your owners establish a new legal entity to operate one or more of the Nothing Bundt Cakes® Bakeries to be developed pursuant to this Rider and that new legal entity's ownership is completely identical to your ownership, that legal entity automatically will be considered an "Approved Affiliate" without further action. However, if the new legal entity's ownership is not completely identical to your ownership, you first must seek our approval for that new entity to develop and operate the proposed Bakery as an Approved Affiliate. We may refuse any such request if you and/or your owners do not (a) own and control at least eighty percent (80%) of the new entity's ownership interests and (b) have the authority to exercise voting and management control of the Bakery proposed to be owned by the new entity.

• (b) Form of Franchise Agreement. You (and/or your Approved Affiliates) will operate each Nothing Bundt Cakes® Bakery under a separate franchise agreement with us. The franchise agreement (and related documents, including Guaranty and Assumption of Obligations) that you and your owners (or your Approved Affiliate and its owners) must sign for each Bakery developed pursuant to this Rider will be our then-current form of franchise agreement (and related documents, including Guaranty and Assumption of Obligations), any or all terms of which may differ substantially and materially from any or all terms contained in the First Franchise Agreement, provided, however, that the initial franchise fee will be Forty-Five Thousand Dollars ($45,000) for the second and each subsequent Nothing Bundt Cakes® Bakery to be developed pursuant to this Rider. Despite any contrary provision contained in the newly signed franchise agreements, your (and your Approved Affiliates') additional Nothing Bundt Cakes® Bakeries within the Development Area must be open and operating by the dates specified in the Schedule. To retain your rights under this Rider, each Nothing Bundt Cakes® Bakery opened pursuant to this Rider must operate continuously throughout this Rider's term in full compliance with its franchise agreement.
• (c) Changes in Investment Requirements. You acknowledge that the estimated expenses and investment requirements set forth in Items 6 and 7 of our Franchise Disclosure Document are subject to increase over time, and future Nothing Bundt Cakes® Bakeries likely will involve greater initial investment and operating capital requirements than those stated in the Franchise Disclosure Document provided to you before you signed this Rider. You must open all of the Nothing Bundt Cakes® Bakeries in compliance with the Schedule, regardless of (i) the requirement of a greater investment, (ii) the financial condition or performance of your previous Nothing Bundt Cakes® Bakeries, or (iii) any other circumstances, financial or otherwise. However, we are not obligated to execute any of the franchise agreements contemplated by this Rider if you have not complied with each and every condition in this Rider or otherwise do not meet our then-current requirements.
• 1. Subfranchising and Sublicensing Rights. This Rider does not give you any right to franchise, license, subfranchise, or sublicense others to develop and operate Nothing Bundt Cakes® Bakeries. Only you (and/or Approved Affiliates) may construct, develop, open, and operate Nothing Bundt Cakes® Bakeries pursuant to this Rider. This Rider also does not give you (or your Approved Affiliates) any independent right to use the Nothing Bundt Cakes® trademark or our other trademarks and commercial symbols. The right to use our trademarks and commercial symbols is granted only under a Nothing Bundt Cakes® franchise agreement signed directly with us. This Rider only grants you potential development rights if you fully comply with its terms.
• 1. Fees Payable under the Rider. In connection with the execution of this Rider, you must pay us the following amounts: (a) the Forty-Five-Thousand Dollar ($45,000) initial franchise fee due under the first Franchise Agreement between us, plus (b) total deposits equaling _______________________Thousand Dollars ($__________) for the additional Nothing Bundt Cakes® Bakeries you have committed under this Rider to construct, develop, and operate. The deposits appearing above represent fifty percent (50%) of the Forty-Five Thousand Dollars ($45,000) initial franchise fee for each Nothing Bundt Cakes® Bakery you have committed to develop after the first Bakery. The balance of the initial franchise fee for each Bakery to be developed will be paid at the time you sign the franchise agreement for that Bakery. This Rider will not be effective, and you will have no development rights, until we receive the total amount listed in this Section 5. The fees payable hereunder are fully earned by us when we and you sign this Rider

and not refundable under any circumstances, even if you do not comply or attempt to comply with the Schedule and we then terminate this Rider. However, each time you (or your Approved Affiliate) sign a franchise agreement for another Nothing Bundt Cakes® Bakery to be developed within the Development Area, we will apply the deposit related to that Bakery toward the initial franchise fee due for that Bakery.

6. Grant of Franchises.

• (a) You must send us a separate application for each Nothing Bundt Cakes® Bakery that you (or your Approved Affiliate) wish to develop in the Development Area. You must locate, evaluate, and select the Bakery's site. We will not search for or select the site for you. In granting you development rights under this Rider, we are relying on your knowledge of the real estate market in the Development Area and your ability to locate and access sites.

• (b) You must give us all information and materials we request to assess each proposed Bakery site. We will give you our then-current criteria for Nothing Bundt Cakes® Bakery sites (including, without limitation, population density and other demographic characteristics, visibility, traffic flow, competition, accessibility, ingress and egress, size, and other physical and commercial characteristics) to help you select and identify each Bakery site. We will not unreasonably withhold acceptance of a site if, in our and our affiliates' experience and based on the factors outlined above, the proposed site is not inconsistent with sites that we and our affiliates regard as favorable or that otherwise have been successful sites in the past for Nothing Bundt Cakes® Bakeries. However, we have the absolute right to reject any site not meeting our criteria or to require you to acknowledge in writing that a site you have chosen, while acceptable to us, is not recommended due to its incompatibility with certain factors bearing on a site's suitability as a location for a Nothing Bundt Cakes® Bakery. We agree to use reasonable efforts to review and accept (or not to accept) sites you propose within thirty (30) days after we receive all requested information and materials. You may not proceed with a site that we have not accepted.

• (c) You also must send us for written acceptance, which we will not unreasonably withhold, any lease or sublease that will govern your occupancy and lawful possession of each Bakery site before you sign it. You may not sign any lease or sublease that we have not consent to in writing. We may (but have no obligation to) guide you in the leasing process but will not negotiate the lease or sublease for you or provide any legal advice.

• (d) If we accept and you secure lawful possession of the proposed site, but you (or your Approved Affiliate) have not yet signed a franchise agreement for that Bakery, you agree within the time period we specify (but no later than the date specified in the Schedule) to sign (or have your Approved Affiliate sign) a separate franchise agreement (and related documents) for that Bakery and to pay us the remaining portion of the initial franchise fee. If you (or your Approved Affiliate) fail to do so or cannot obtain lawful possession of the acceptable proposed site, we may withdraw our consent to the proposed site and exercise any of our other rights under this Rider. After you and your owners (or your Approved Affiliate and its owners) sign the franchise agreement (and related documents, including Guaranty and Assumption of Obligations), its terms and conditions will control the construction, development, and operation of the Nothing Bundt Cakes® Bakery (except that the required opening date is governed exclusively by the Schedule in this Rider, as provided in Section 3 above).

• (e) In addition to our rights with respect to proposed Nothing Bundt Cakes® Bakery sites, we may delay your development and/or opening of additional Nothing Bundt Cakes® Bakeries within the Development Area for the time period we deem best if we believe in our sole judgment, when you submit your application for another Bakery or after you (or your Approved Affiliate) have developed and constructed but not yet opened a particular Bakery, that you (or your Approved Affiliate) are not yet operationally, managerially, or otherwise prepared (no matter the reason) to develop, open, and/or operate the additional Nothing Bundt Cakes® Bakery in full compliance with our standards and specifications. We may delay additional development and/or a Bakery's opening for the time period we deem best as long as the delay will not in our reasonable opinion cause you to breach your development obligations under the Schedule (unless we are willing to extend the Schedule proportionately to account for the delay).

• 1. Term. This Rider's term begins on the date we sign it and ends on the date when (a) you (or your Approved Affiliate) open for business the final Nothing Bundt Cakes® Bakery to be developed under the Schedule, or (b) this Rider otherwise is terminated, but in any event this Rider's term will end no later than .
• 1. Termination. We may at any time terminate this Rider and your rights under this Rider to develop Nothing Bundt Cakes® Bakeries within the Development Area, such termination to be effective upon our delivery to you of written notice of termination:

• (a) if you fail to satisfy either your development obligations under the Schedule or any other obligation under this Rider, which defaults you have no right to cure;

• (b) if the First Franchise Agreement, or another franchise agreement between us and you (or your Approved Affiliate) for a Nothing Bundt Cakes® Bakery, is terminated by us in compliance with its terms or by you (or your Approved Affiliate) for any (or no) reason; or

• (c) if we have delivered a formal written notice of default to you (or your Approved Affiliate) under the First Franchise Agreement, or another franchise agreement between us and you (or your Approved Affiliate) for a Nothing Bundt Cakes® Bakery, and you (or your Approved Affiliate) fail to cure that default within the required timeframe.

No portion of the aforementioned deposit is refundable upon termination of this Rider or under any other circumstances. If we terminate this Rider because you fail to satisfy your development obligations under the Schedule, we will keep the deposit (which is not refundable) but otherwise will not seek to recover damages from you due solely to your failure to comply with the Schedule.

Termination of this Rider under clauses (a), (b), or (c) above is not deemed to be the termination of any franchise rights (even though this Rider is attached to the First Franchise Agreement) because this Rider grants you no separate franchise rights. Franchise rights arise only under franchise agreements signed directly with us. Termination of this Rider does not affect any franchise rights granted under any then-effective individual franchise agreements.

1. Assignment. Your development rights under this Rider are not assignable at all. This means we will not under any circumstances allow the development rights to be transferred. A

transfer of the development rights would be deemed to occur (and would be prohibited) if there is an assignment of the First Franchise Agreement, a transfer of a controlling ownership interest in you, a transfer of this Rider separate and apart from the First Franchise Agreement, or any other event attempting to assign the development rights.

Source: Item 23 — RECEIPTS (FDD pages 93–309)